0000088941-24-000029 8-K 15 20240328 2.02 7.01 9.01 20240328 20240328 SEMTECH CORP 0000088941 3674 04 Manufacturing 952119684 DE 0128 8-K 34 001-06395 24799341 200 FLYNN ROAD CAMARILLO CA 93012-8790 8054982111 200 FLYNN ROAD CAMARILLO CA 93012-8790 8-K 1 smtc-20240328.htm 8-K false000008894100000889412024-03-282024-03-28 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2024 SEMTECH CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-06395 95-2119684 (Commission File Number) (IRS Employer Identification No.) 200 Flynn Road Camarillo, California 93012-8790 (Address of principal executive offices) (Zip Code) 805-498-2111 (Registrant’s telephone number, including area code) Not applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ? Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ? Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ? Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ? Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Exchange Act: Name of each exchange on which Title of each class Trading Symbol(s) registered Common Stock, par value $0.01 per share SMTC The Nasdaq Global Select Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ? If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ? -------------------------------------------------------------------------------- Item 2.02 Results of Operations and Financial Condition. On March 28, 2024, the Registrant issued a press release announcing its financial results for the fourth quarter and fiscal year 2024, which ended January 28, 2024. A copy of the press release is attached hereto as Exhibit 99.1. Item 7.01 Regulation FD Disclosure. On March 28, 2024, the Registrant issued a press release containing forward-looking statements, including with respect to its future performance and financial results. A copy of the press release is attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit 99.1 Press Release of the Registrant dated March 28, 2024. (This Exhibit 99.1 is being furnished and shall not be deemed "filed") Exhibit 104 The Cover Page from this Current Report on Form 8-K formatted in Inline XBRL (included as Exhibit 101) The information contained in Item 2.02, Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K hereto is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 2.02, Item 7.01 and Exhibit 99.1 hereto shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to Item 2.02, Item 7.01 and Exhibit 99.1, as applicable in such filing. -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SEMTECH CORPORATION Date: March 28, 2024 /s/ Mark Lin Name: Mark Lin Title: Chief Financial Officer EX-99.1 2 smtc-01282024x8k991.htm EX-99.1 Exhibit 99.1 [[Image Removed: semtech-rlogox326xf_stackea.jpg]] FOR IMMEDIATE RELEASE Contact: Sara Kesten Semtech Corporation (805) 480-2004 webir@semtech.com Semtech Announces Fourth Quarter and Fiscal Year 2024 Results Fourth Quarter of Fiscal Year 2024 •Net sales of $192.9 million, above the midpoint of guidance •GAAP gross margin of (0.2)% and Non-GAAP gross margin of 48.9%, above the midpoint of guidance •GAAP diluted loss per share of $9.98 and Non-GAAP diluted loss per share of $0.06 •Positive operating cash flow of $13.9 million and free cash flow of $12.2 million •Completed optional credit facility prepayment of $5.0 million Fiscal Year 2024 •Net sales of $868.8 million •GAAP gross margin of 34.1% and Non-GAAP gross margin of 49.5% •GAAP diluted loss per share of $17.03 and Non-GAAP diluted earnings per share of $0.14 GAAP gross margin and diluted loss per share are reflective of goodwill and intangible asset impairment charges. CAMARILLO, Calif., March 28, 2024—Semtech Corporation (Nasdaq: SMTC), a high-performance semiconductor, IoT systems and cloud connectivity service provider, today reported unaudited financial results for its fourth quarter and fiscal year 2024, which ended January 28, 2024. "End market demand for our semiconductor business has progressed from stable to growing," said Paul H. Pickle, Semtech's president and chief executive officer. "While our hardware business remains - more - -------------------------------------------------------------------------------- 2 Semtech Announces Fourth Quarter and Fiscal Year 2024 Results constrained, we believe Semtech is well-positioned to benefit from near-term growth trends, particularly in our infrastructure end market." "Working capital improvements contributed to positive operating and free cash flows for the fourth quarter, and we completed an optional principal prepayment on our credit facility," said Mark Lin, Semtech's executive vice president and chief financial officer. "We went live on a single ERP at the beginning of the first quarter of fiscal year 2025, which we expect will increase efficiencies and enhance internal controls." Fourth Quarter and Fiscal Year 2024 Results GAAP Financial Results Three Months Ended Twelve Months Ended (in millions, except per share data) Q424 Q324 Q423 Q424 Q423 Net sales $ 192.9 $ 200.9 $ 167.5 $ 868.8 $ 756.5 Gross margin (0.2) % 46.3 % 59.7 % 34.1 % 63.3 % Operating costs and expenses, net $ 619.6 $ 105.3 $ 155.7 $ 1,240.6 $ 385.8 Operating (loss) income $ (620.0) $ (12.4) $ (55.7) $ (944.3) $ 92.8 Operating margin (321.3) % (6.2) % (33.2) % (108.7) % 12.3 % Interest expense, net $ 22.1 $ 27.7 $ 2.1 $ 92.8 $ 11.8 Goodwill impairment $ 473.8 $ 2.3 $ — $ 755.6 $ — Intangible impairments $ 131.4 $ — $ — $ 131.4 $ — Diluted (loss) earnings per share $ (9.98) $ (0.60) $ (0.80) $ (17.03) $ 0.96 Non-GAAP Financial Results Three Months Ended Twelve Months Ended (in millions, except per share data) Q424 Q324 Q423 Q424 Q423 Net sales $ 192.9 $ 200.9 $ 167.5 $ 868.8 $ 756.5 Gross margin 48.9 % 51.3 % 62.3 % 49.5 % 64.5 % Operating costs and expenses, net $ 76.5 $ 82.5 $ 66.7 $ 337.5 $ 277.5 Operating income $ 17.8 $ 20.5 $ 37.7 $ 92.7 $ 210.7 Operating margin 9.2 % 10.2 % 22.5 % 10.7 % 27.8 % Interest expense, net $ 19.9 $ 22.3 $ 1.6 $ 81.8 $ 4.6 Diluted (loss) earnings per share $ (0.06) $ 0.02 $ 0.49 $ 0.14 $ 2.81 Adjusted EBITDA $ 24.0 $ 28.1 $ 44.1 $ 122.0 $ 236.3 Goodwill impairment was $755.6 million and intangible impairments were $131.4 million for fiscal year 2024 primarily due to reduced earnings forecasts associated with the business acquired from Sierra Wireless and current macroeconomic conditions, including an elevated interest rate environment. See "Non-GAAP Financial Measures" below for additional information about our non-GAAP financial results. -------------------------------------------------------------------------------- 3 Semtech Announces Fourth Quarter and Fiscal Year 2024 Results First Quarter of Fiscal Year 2025 Outlook (in millions, except per share data) Net sales $ 200.0 +/- $5.0 Non-GAAP Financial Measures Gross margin 49.5% +/- 100 bps Operating costs and expenses, net $ 78.5 +/- $1.5 Operating income $ 20.5 +/- $3.0 Operating margin 10.3% +/- 120 bps Interest expense, net $ 20.5 Normalized income tax rate 12% Diluted earnings (loss) per share $0.00 +/- $0.04 Adjusted EBITDA $ 27.8 +/- $3.0 Diluted share count of 64.5 for diluted (loss) per share and 66.0 for diluted earnings per share The Company is unable to include a reconciliation of forward-looking non-GAAP results to the corresponding GAAP measures as this is not available without unreasonable efforts due to the high variability and low visibility with respect to the impact of transaction, integration and restructuring expenses, share-based awards, amortization of acquisition-related intangible assets and other items that are excluded from these non-GAAP measures. The Company expects the variability of the above charges to have a potentially significant impact on its GAAP financial results. Webcast and Conference Call Semtech will be hosting a conference call today to discuss its fourth quarter and fiscal year 2024 results at 2:00 p.m. Pacific time. The dial-in number for the call is (877) 407-0312. Please use conference ID 13736084. An audio webcast and supplemental earnings materials for the quarter will be available on the Investor Relations section of Semtech's website at investors.semtech.com under "News & Events." A replay of the call will be available through April 25, 2024 at the same website or by calling (877) 660-6853 and entering conference ID 13736084. Non-GAAP Financial Measures To supplement the Company's consolidated financial statements prepared in accordance with GAAP, this release includes a presentation of select non-GAAP financial measures. The Company's non-GAAP measures of gross margin, SG&A expense, R&D expense, operating costs and expenses, net, operating income or loss, operating margin, interest expense, net, diluted (loss) earnings per share and normalized tax rate exclude the following items, if any, as set forth in the reconciliations in the tables below under "Supplemental Information: Reconciliation of GAAP to Non-GAAP Results:" -------------------------------------------------------------------------------- 4 Semtech Announces Fourth Quarter and Fiscal Year 2024 Results •Share-based compensation •Intangible amortization •Transaction and integration related costs or recoveries (including costs associated with the acquisition of Sierra Wireless) •Restructuring and other reserves, including cumulative other reserves associated with historical activity including environmental, pension, deferred compensation and right-of-use asset impairments •Share-based compensation acceleration expense related to the acquisition of Sierra Wireless •Litigation costs or dispute settlement charges or recoveries •Gain on sale of business •Equity method income or loss •Investment gains, losses, reserves and impairments, including interest income from debt investments •Write-off and amortization of deferred financing costs •Debt commitment fee •Goodwill and intangible impairment •Amortization of inventory step-up Effective as of the third quarter of fiscal year 2024, the Company's non-GAAP measures have been adjusted to exclude amortization of deferred financing costs, which had the impact of decreasing non-GAAP interest expense, net and increasing non-GAAP net income or loss attributable to common stockholders and non-GAAP earnings or loss per diluted share. This adjustment was applied retrospectively and all prior period amounts have been revised to conform to the current presentation. To provide additional insight into the Company's first quarter outlook, this release also includes a presentation of forward-looking non-GAAP financial measures. In the financial statements provided with this release, the Company also presents Adjusted EBITDA and free cash flow. Adjusted EBITDA is defined as net (loss) income plus interest expense, interest income, income taxes, depreciation and amortization and share-based compensation, and adjusted to exclude certain expenses, gains and losses that the Company believes are not indicative of its core results over time. The Company considers free cash flow, which may be positive or negative, a non-GAAP financial measure defined as cash flows provided by (used in) operating activities less net capital expenditures. Management believes that the presentation of these non-GAAP measures provides useful information to investors regarding the Company's financial condition and results of operations. These non-GAAP financial measures are adjusted to exclude the items identified above because such items are either operating expenses that would not otherwise have been incurred by the Company in the normal course of the Company's business operations, or are not reflective of the -------------------------------------------------------------------------------- 5 Semtech Announces Fourth Quarter and Fiscal Year 2024 Results Company's core results over time. These excluded items may include recurring as well as non-recurring items, and no inference should be made that all of these adjustments, charges, costs or expenses are unusual, infrequent or non-recurring. For example: certain restructuring and integration-related expenses (which consist of employee termination costs, facility closure or lease termination costs, and contract termination costs) may be considered recurring given the Company's ongoing efforts to be more cost effective and efficient; certain acquisition and disposition-related adjustments or expenses may be deemed recurring given the Company's regular evaluation of potential transactions and investments; and certain litigation expenses or dispute settlement charges or gains (which may include estimated losses for which the Company may have established a reserve, as well as any actual settlements, judgments, or other resolutions against, or in favor of, the Company related to litigation, arbitration, disputes or similar matters, and insurance recoveries received by the Company related to such matters) may be viewed as recurring given that the Company may from time to time be involved in, and may resolve, litigation, arbitration, disputes, and similar matters. Notwithstanding that certain adjustments, charges, costs or expenses may be considered recurring, in order to provide meaningful comparisons, the Company believes that it is appropriate to exclude such items because they are not reflective of the Company's core results and tend to vary based on timing, frequency and magnitude. These non-GAAP financial measures are provided to enhance the user's overall understanding of the Company's comparable financial performance between periods. In addition, the Company's management generally excludes the items noted above when managing and evaluating the performance of the business. The financial statements provided with this release include reconciliations of these non-GAAP financial measures to their most comparable GAAP measures for the fourth quarter of fiscal year 2023, the third and fourth quarters of fiscal year 2024, and the full-year fiscal 2024 and fiscal 2023 periods. The Company adopted a full-year, normalized tax rate for the computation of the non-GAAP income tax provision in order to provide better comparability across the interim reporting periods by reducing the quarterly variability in non-GAAP tax rates that can occur throughout the year. In estimating the full-year non-GAAP normalized tax rate, the Company utilized a full-year financial projection that considers multiple factors such as changes to the Company's current operating structure, existing positions in various tax jurisdictions, the effect of key tax law changes, and other significant tax matters to the extent they are applicable to the full fiscal year financial projection. In addition to the adjustments described above, this normalized tax rate excludes the impact of share-based awards and the amortization of acquisition-related intangible assets. For fiscal year 2024, the Company's projected non-GAAP normalized tax rate was 12% and was applied to each quarter of fiscal year 2024. For fiscal year 2025, the Company's projected non- -------------------------------------------------------------------------------- 6 Semtech Announces Fourth Quarter and Fiscal Year 2024 Results GAAP normalized tax rate is 12% and will be applied to each quarter of fiscal year 2025. The Company's non-GAAP normalized tax rate on non-GAAP net income may be adjusted during the year to account for events or trends that the Company believes materially impact the original annual non-GAAP normalized tax rate including, but not limited to, significant changes resulting from tax legislation, acquisitions, entity structures or operational changes and other significant events. These additional non-GAAP financial measures should not be considered substitutes for any measures derived in accordance with GAAP and may be inconsistent with similar measures presented by other companies. Forward-Looking and Cautionary Statements This press release contains "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, as amended, based on the Company's current expectations, estimates and projections about its operations, industry, financial condition, performance, results of operations, and liquidity. Forward-looking statements are statements other than historical information or statements of current condition and relate to matters such as future financial performance including the first quarter of fiscal year 2025 outlook; future operational performance; the anticipated impact of specific items on future earnings; the Company's expectations regarding near term growth trends; and the Company's plans, objectives and expectations. Statements containing words such as "may," "believes," "anticipates," "expects," "intends," "plans," "projects," "estimates," "should," "will," "designed to," "projections," or "business outlook," or other similar expressions constitute forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties that could cause actual results and events to differ materially from those projected. Potential factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to: the Company's ability to comply with, or pursue business strategies due to the covenants under the agreements governing its indebtedness; the Company's ability to remediate material weakness in its internal control over financial reporting, discovery of additional weaknesses, and its inability to achieve and maintain effective disclosure controls and procedures and internal control over financial reporting; the Company's ability to forecast and achieve anticipated net sales and earnings estimates in light of periodic economic uncertainty; the inherent risks, costs and uncertainties associated with integrating Sierra Wireless successfully and risks of not achieving all or any of the anticipated benefits, or the risk that the anticipated benefits may not be fully realized or take longer to realize than expected; the uncertainty surrounding the impact and duration of supply chain constraints and any associated disruptions; export restrictions and laws affecting the Company's trade and investments, and tariffs or the occurrence of trade wars; worldwide economic and political disruptions, including as a result of inflation and current -------------------------------------------------------------------------------- 7 Semtech Announces Fourth Quarter and Fiscal Year 2024 Results geopolitical conflicts; tightening credit conditions related to the United States banking system concerns; competitive changes in the marketplace including, but not limited to, the pace of growth or adoption rates of applicable products or technologies; downturns in the business cycle; decreased average selling prices of the Company's products; the Company's reliance on a limited number of suppliers and subcontractors for components and materials; changes in projected or anticipated end-user markets; future responses to and effects of public health crises; and the Company's ability to forecast its annual non-GAAP normalized tax rate due to material changes that could occur during the fiscal year, which could include, but are not limited to, significant changes resulting from tax legislation, acquisitions, entity structures or operational changes and other significant events. Additionally, forward-looking statements should be considered in conjunction with the cautionary statements contained in the risk factors disclosed in the Company's filings with the Securities and Exchange Commission (the "SEC"), including the Company's Annual Report on Form 10-K for the fiscal year ended January 28, 2024, which the Company expects to file with the SEC on March 28, 2024, as such risk factors may be amended, supplemented or superseded from time to time by subsequent reports the Company files with the SEC. In light of the significant risks and uncertainties inherent in the forward-looking information included herein that may cause actual performance and results to differ materially from those predicted, any such forward-looking information should not be regarded as representations or guarantees by the Company of future performance or results, or that its objectives or plans will be achieved or that any of its operating expectations or financial forecasts will be realized. Reported results should not be considered an indication of future performance. Investors are cautioned not to place undue reliance on any forward-looking information contained herein, which reflect management's analysis only as of the date hereof. Except as required by law, the Company assumes no obligation to publicly release the results of any update or revision to any forward-looking statements that may be made to reflect new information, events or circumstances after the date hereof or to reflect the occurrence of unanticipated or future events, or otherwise. Amounts reported in this press release are preliminary and subject to change upon the finalization of the filing of our Annual Report on Form 10-K for the year ended January 28,2024. -------------------------------------------------------------------------------- 8 Semtech Announces Fourth Quarter and Fiscal Year 2024 Results About Semtech Semtech Corporation (Nasdaq: SMTC) is a high-performance semiconductor, IoT systems and cloud connectivity service provider dedicated to delivering high-quality technology solutions that enable a smarter, more connected and sustainable planet. Our global teams are committed to empowering solution architects and application developers to develop breakthrough products for the infrastructure, industrial and consumer markets. To learn more about Semtech technology, visit us at Semtech.com or follow us on LinkedIn or X. Semtech and the Semtech logo are registered trademarks or service marks of Semtech Corporation or its subsidiaries. SMTC-F -------------------------------------------------------------------------------- SEMTECH CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share data) (unaudited) Three Months Ended Twelve Months Ended January 28, October 29, January 29, January 28, January 29, 2024 2023 2023 2024 2023 Q424 Q324 Q423 Q424 Q423 Net sales $ 192,948 $ 200,899 $ 167,512 $ 868,758 $ 756,533 Cost of sales 99,266 97,925 64,934 447,000 272,314 Amortization of acquired technology 2,280 10,008 2,565 33,716 5,661 Acquired technology impairments 91,792 — — 91,792 — Total cost of sales 193,338 107,933 67,499 572,508 277,975 Gross profit (390) 92,966 100,013 296,250 478,558 Operating costs and expenses, net: Selling, general and administrative 55,198 47,663 93,102 220,220 224,812 Product development and engineering 41,505 46,911 52,502 186,450 166,948 Intangible amortization 307 4,853 821 14,913 821 Restructuring 9,167 3,646 9,247 23,775 11,491 Gain on sale of business — — — — (18,313) Intangible impairments 39,593 — — 39,593 — Goodwill impairment 473,800 2,266 — 755,621 — Total operating costs and expenses, net 619,570 105,339 155,672 1,240,572 385,759 Operating (loss) income (619,960) (12,373) (55,659) (944,322) 92,799 Interest expense (22,827) (28,305) (6,181) (95,813) (17,646) Interest income 734 574 4,043 3,051 5,801 Non-operating (expense) income, net (2,045) 3,542 (735) (542) (1,331) Investment impairments and credit loss reserves, net (1,679) (1,990) (1,532) (3,929) (1,156) (Loss) income before taxes and equity method income (loss) (645,777) (38,552) (60,064) (1,041,555) 78,467 (Benefit) provision for income taxes (3,345) (311) (9,071) 50,519 17,344 Net (loss) income before equity method income (loss) (642,432) (38,241) (50,993) (1,092,074) 61,123 Equity method income (loss) 75 (11) (22) 45 249 Net (loss) income (642,357) (38,252) (51,015) (1,092,029) 61,372 Net income (loss) attributable to noncontrolling interest 6 (2) (2) 1 (8) Net (loss) income attributable to common stockholders $ (642,363) $ (38,250) $ (51,013) $ (1,092,030) $ 61,380 (Loss) earnings per share: Basic $ (9.98) $ (0.60) $ (0.80) $ (17.03) $ 0.96 Diluted $ (9.98) $ (0.60) $ (0.80) $ (17.03) $ 0.96 Weighted average number of shares used in computing (loss) earnings per share: Basic 64,363 64,216 63,864 64,127 63,770 Diluted 64,363 64,216 63,924 64,127 64,013 -------------------------------------------------------------------------------- SEMTECH CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands) (unaudited) January 28, 2024 January 29, 2023 ASSETS Current assets: Cash and cash equivalents $ 128,585 $ 235,510 Accounts receivable, net 134,322 161,695 Inventories 144,992 207,704 Prepaid taxes 11,969 6,243 Other current assets 114,329 111,634 Total current assets 534,197 722,786 Non-current assets: Property, plant and equipment, net 153,618 169,293 Deferred tax assets 18,014 63,783 Goodwill 541,227 1,281,703 Other intangible assets, net 35,566 215,102 Other assets 91,113 116,961 Total assets $ 1,373,735 $ 2,569,628 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 45,051 $ 100,676 Accrued liabilities 172,105 253,075 Current portion of long-term debt — 43,104 Total current liabilities 217,156 396,855 Non-current liabilities: Deferred tax liabilities 829 5,065 Long-term debt 1,371,039 1,296,966 Other long-term liabilities 91,961 114,707 Stockholders' equity (deficit) (307,434) 755,852 Noncontrolling interest 184 183 Total liabilities & equity $ 1,373,735 $ 2,569,628 -------------------------------------------------------------------------------- SEMTECH CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS AND SUPPLEMENTAL INFORMATION (in thousands) (unaudited) Twelve Months Ended January 28, January 29, 2024 2023 Net (loss) income $ (1,092,029) $ 61,372 Net cash (used in) provided by operating activities (93,920) 126,711 Net cash used in investing activities (22,697) (1,247,322) Net cash provided by financing activities 10,550 1,076,520 Effect of foreign exchange rate changes on cash and cash equivalents (858) — Net decrease in cash and cash equivalents (106,925) (44,091) Cash and cash equivalents at beginning of period 235,510 279,601 Cash and cash equivalents at end of period $ 128,585 $ 235,510 Three Months Ended January 28, October 29, January 29, 2024 2023 2023 Q424 Q324 Q423 Free cash flow: Cash flow from operations $ 13,919 $ (5,847) $ (18,799) Net capital expenditures (1,712) (6,576) (5,680) Free cash flow $ 12,207 $ (12,423) $ (24,479) Three Months Ended Twelve Months Ended January 28, October 29, January 29, January 28, January 29, 2024 2023 2023 2024 2023 Q424 Q324 Q423 Q424 Q423 Net sales by reportable segment (1): Signal Integrity 42,831 47,185 59,246 177,033 298,290 Analog Mixed Signal and Wireless 60,423 70,233 93,262 260,264 443,239 IoT Systems 65,506 59,261 9,811 334,904 9,811 IoT Connected Services 24,188 24,220 5,193 96,557 5,193 Total net sales by reportable segment $ 192,948 $ 200,899 $ 167,512 $ 868,758 $ 756,533 (1) In the fourth quarter of fiscal year 2024, as a result of organizational restructuring, the wireless business, which was previously included in the IoT Systems operating segment, and the SDVoE business, which was previously included in the Signal Integrity operating segment, were moved into the Analog Mixed Signal and Wireless operating segment, formerly the Advanced Protection and Sensing operating segment, which also includes the proximity sensing, power and protection businesses. As a result of the reorganization, the Company has four reportable segments. All prior year information in the table above has been revised retrospectively to reflect the change to the Company's reportable segments. Three Months Ended Twelve Months Ended January 28, October 29, January 29, January 28, January 29, 2024 2023 2023 2024 2023 Q424 Q324 Q423 Q424 Q423 Net sales by end market: Infrastructure 39,387 43,191 56,068 163,947 287,270 High-End Consumer 32,059 37,553 34,919 125,222 158,416 Industrial 121,502 120,155 76,525 579,589 310,847 Total net sales by end market $ 192,948 $ 200,899 $ 167,512 $ 868,758 $ 756,533 -------------------------------------------------------------------------------- SEMTECH CORPORATION SUPPLEMENTAL INFORMATION: RECONCILIATION OF GAAP TO NON-GAAP RESULTS (in thousands, except per share data) (unaudited) Three Months Ended Twelve Months Ended January 28, October 29, January 29, January 28, January 29, 2024 2023 2023 2024 2023 Q424 Q324 Q423 Q424 Q423 Gross margin (GAAP) (0.2) % 46.3 % 59.7 % 34.1 % 63.3 % Share-based compensation 0.3 % 0.3 % 0.4 % 0.2 % 0.3 % Amortization of acquired technology 1.2 % 5.0 % 1.5 % 3.9 % 0.7 % Transaction and integration related costs, net — % (0.3) % — % 0.3 % — % Share-based compensation acceleration expense — % — % 0.5 % — % 0.1 % Restructuring and other reserves, net — % — % 0.2 % 0.1 % 0.1 % Acquired technology impairments 47.6 % — % — % 10.5 % — % Amortization of inventory step-up — % — % — % 0.4 % — % Adjusted gross margin (Non-GAAP) 48.9 % 51.3 % 62.3 % 49.5 % 64.5 % Three Months Ended Twelve Months Ended January 28, October 29, January 29, January 28, January 29, 2024 2023 2023 2024 2023 Q424 Q324 Q423 Q424 Q423 Selling, general and administrative (GAAP) $ 55,198 $ 47,663 $ 93,102 $ 220,220 $ 224,812 Share-based compensation (8,361) (3,059) (7,801) (25,331) (21,493) Transaction and integration related costs, net (8,476) (5,936) (22,513) (28,751) (32,041) Share-based compensation acceleration expense — — (33,937) — (33,937) Environmental reserve — — — — (500) Litigation costs, net (36) (25) (13) (219) (112) Adjusted selling, general and administrative (Non-GAAP) $ 38,325 $ 38,643 $ 28,838 $ 165,919 $ 136,729 Three Months Ended Twelve Months Ended January 28, October 29, January 29, January 28, January 29, 2024 2023 2023 2024 2023 Q424 Q324 Q423 Q424 Q423 Product development and engineering (GAAP) $ 41,505 $ 46,911 $ 52,502 $ 186,450 $ 166,948 Share-based compensation (2,868) (2,972) (3,592) (12,844) (15,110) Transaction and integration related costs, net (432) (66) (25) (2,048) (25) Share-based compensation acceleration expense — — (11,010) — (11,010) Adjusted product development and engineering (Non-GAAP) $ 38,205 $ 43,873 $ 37,875 $ 171,558 $ 140,803 -------------------------------------------------------------------------------- SEMTECH CORPORATION SUPPLEMENTAL INFORMATION: RECONCILIATION OF GAAP TO NON-GAAP RESULTS (CONTINUED) (in thousands, except per share data) (unaudited) Three Months Ended Twelve Months Ended January 28, October 29, January 29, January 28, January 29, 2024 2023 2023 2024 2023 Q424 Q324 Q423 Q424 Q423 Operating cost and expense, net (GAAP) $ 619,570 $ 105,339 $ 155,672 $ 1,240,572 $ 385,759 Share-based compensation (11,229) (6,031) (11,393) (38,175) (36,603) Intangible amortization (307) (4,853) (821) (14,913) (821) Transaction and integration related costs, net (8,908) (6,002) (22,538) (30,799) (32,066) Share-based compensation acceleration expense — — (44,947) — (44,947) Restructuring and other reserves, net (9,167) (3,646) (9,247) (23,775) (11,991) Litigation costs, net (36) (25) (13) (219) (112) Gain on sale of business — — — — 18,313 Intangible impairments (39,593) — — (39,593) — Goodwill impairment (473,800) (2,266) — (755,621) — Adjusted operating cost and expense, net (Non-GAAP) $ 76,530 $ 82,516 $ 66,713 $ 337,477 $ 277,532 Three Months Ended Twelve Months Ended January 28, October 29, January 29, January 28, January 29, 2024 2023 2023 2024 2023 Q424 Q324 Q423 Q424 Q423 Operating (loss) income (GAAP) $ (619,960) $ (12,373) $ (55,659) $ (944,322) $ 92,799 Share-based compensation 11,829 6,538 12,020 40,170 39,248 Intangible amortization 2,587 14,861 3,386 48,629 6,482 Transaction and integration related costs, net 8,908 5,507 22,642 33,018 32,170 Share-based compensation acceleration expense — — 45,749 — 45,749 Restructuring and other reserves, net 9,167 3,646 9,536 24,634 12,408 Litigation costs, net 36 25 13 219 112 Gain on sale of business — — — — (18,313) Intangible impairments 131,385 — — 131,385 — Goodwill impairment 473,800 2,266 — 755,621 — Amortization of inventory step-up — — — 3,314 — Adjusted operating income (Non-GAAP) $ 17,752 $ 20,470 $ 37,687 $ 92,668 $ 210,655 -------------------------------------------------------------------------------- SEMTECH CORPORATION SUPPLEMENTAL INFORMATION: RECONCILIATION OF GAAP TO NON-GAAP RESULTS (CONTINUED) (in thousands, except per share data) (unaudited) Three Months Ended Twelve Months Ended January 28, October 29, January 29, January 28, January 29, 2024 2023 2023 2024 2023 Q424 Q324 Q423 Q424 Q423 Operating margin (GAAP) (321.3) % (6.2) % (33.2) % (108.7) % 12.3 % Share-based compensation 6.1 % 3.3 % 7.2 % 4.6 % 5.1 % Intangible amortization 1.3 % 7.4 % 2.0 % 5.6 % 0.9 % Transaction and integration related costs, net 4.6 % 2.8 % 13.5 % 3.9 % 4.3 % Share-based compensation acceleration expense — % — % 27.3 % — % 6.0 % Restructuring and other reserves, net 4.8 % 1.8 % 5.7 % 2.8 % 1.6 % Gain on sale of business — % — % — % — % (2.4) % Intangible impairments 68.1 % — % — % 15.1 % — % Goodwill impairment 245.6 % 1.1 % — % 87.0 % — % Amortization of inventory step-up — % — % — % 0.4 % — % Adjusted operating margin (Non-GAAP) 9.2 % 10.2 % 22.5 % 10.7 % 27.8 % Three Months Ended Twelve Months Ended January 28, October 29, January 29, January 28, January 29, 2024 2023 2023 2024 2023 Q424 Q324 Q423 Q424 Q423 Interest expense, net (GAAP) $ 22,093 $ 27,731 $ 2,138 $ 92,762 $ 11,845 Amortization of deferred financing costs (2,380) (1,837) (901) (7,320) (1,421) Write-off of deferred financing costs — (3,675) — (4,446) — Debt commitment fee — — — — (7,255) Investment income 201 103 342 832 1,397 Adjusted interest expense, net (Non-GAAP) $ 19,914 $ 22,322 $ 1,579 $ 81,828 $ 4,566 -------------------------------------------------------------------------------- SEMTECH CORPORATION SUPPLEMENTAL INFORMATION: RECONCILIATION OF GAAP TO NON-GAAP RESULTS (CONTINUED) (in thousands, except per share data) (unaudited) Three Months Ended Twelve Months Ended January 28, October 29, January 29, January 28, January 29, 2024 2023 2023 2024 2023 Q424 Q324 Q423 Q424 Q423 GAAP net (loss) income attributable to common stockholders $ (642,363) $ (38,250) $ (51,013) $ (1,092,030) $ 61,380 Adjustments to GAAP net (loss) income attributable to common stockholders: Share-based compensation 11,829 6,538 12,020 40,170 39,248 Intangible amortization 2,587 14,861 3,386 48,629 6,482 Transaction and integration related costs, net 8,908 5,507 22,642 33,018 32,170 Share-based compensation acceleration expense — — 45,749 — 45,749 Restructuring and other reserves, net 9,167 3,646 9,536 24,634 12,408 Litigation costs, net 36 25 13 219 112 Gain on sale of business — — — — (18,313) Investment losses (gains), reserves and impairments, net 1,478 1,887 1,190 3,097 (241) Amortization of deferred financing costs 2,380 1,837 901 7,320 1,421 Write-off of deferred financing costs — 3,675 — 4,446 — Debt commitment fee — — — — 7,255 Intangible impairments 131,385 — — 131,385 — Goodwill impairment 473,800 2,266 — 755,621 — Amortization of inventory step-up — — — 3,314 — Total Non-GAAP adjustments before taxes 641,570 40,242 95,437 1,051,853 126,291 Associated tax effect (2,840) (514) (13,316) 49,283 (7,227) Equity method (income) loss (75) 11 22 (45) (249) Total of supplemental information, net of taxes 638,655 39,739 82,143 1,101,091 118,815 Non-GAAP net (loss) income attributable to common stockholders $ (3,708) $ 1,489 $ 31,130 $ 9,061 $ 180,195 GAAP diluted (loss) earnings per share $ (9.98) $ (0.60) $ (0.80) $ (17.03) $ 0.96 Adjustments per above 9.92 0.62 1.29 17.17 1.85 Non-GAAP diluted (loss) earnings per share $ (0.06) $ 0.02 $ 0.49 $ 0.14 $ 2.81 Weighted-average number of shares used in computing diluted (loss) earnings per share: GAAP 64,363 64,216 63,924 64,127 64,013 Non-GAAP 64,363 64,304 63,924 64,284 64,013 -------------------------------------------------------------------------------- SEMTECH CORPORATION SUPPLEMENTAL INFORMATION: RECONCILIATION OF GAAP TO NON-GAAP RESULTS (CONTINUED) (in thousands, except per share data) (unaudited) Three Months Ended Twelve Months Ended January 28, October 29, January 29, January 28, January 29, 2024 2023 2023 2024 2023 Q424 Q324 Q423 Q424 Q423 GAAP net (loss) income attributable to common stockholders $ (642,363) $ (38,250) $ (51,013) $ (1,092,030) $ 61,380 Interest expense 22,827 28,305 6,181 95,813 17,646 Interest income (734) (574) (4,043) (3,051) (5,801) Non-operating expense (income), net 2,045 (3,542) 735 542 1,331 Investment impairments and credit loss reserves, net 1,679 1,990 1,532 3,929 1,156 (Benefit) provision for income taxes (3,345) (311) (9,071) 50,519 17,344 Equity method (income) loss (75) 11 22 (45) (249) Net income (loss) attributable to noncontrolling interest 6 (2) (2) 1 (8) Share-based compensation 11,829 6,538 12,020 40,170 39,248 Depreciation and amortization 8,864 22,539 9,830 77,968 32,151 Transaction and integration related costs, net 8,908 5,507 22,642 33,018 32,170 Share-based compensation acceleration expense — — 45,749 — 45,749 Restructuring and other reserves, net 9,167 3,646 9,536 24,634 12,408 Litigation costs, net 36 25 13 219 112 Gain on sale of business — — — — (18,313) Intangible impairments 131,385 — — 131,385 — Goodwill impairment 473,800 2,266 — 755,621 — Amortization of inventory step-up — — — 3,314 — Adjusted EBITDA $ 24,029 $ 28,148 $ 44,131 $ 122,007 $ 236,324 CONTACT: Sara Kesten Semtech Corporation (805) 480-2004 webir@semtech.com