false000008894100000889412023-12-062023-12-06

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): December 6, 2023

SEMTECH CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation)
001-0639595-2119684
(Commission File Number)(IRS Employer Identification No.)
200 Flynn Road
Camarillo,California93012-8790
(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:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareSMTCThe 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 December 6, 2023, the Registrant issued a press release announcing its financial results for the third quarter of fiscal year 2024, which ended October 29, 2023. A copy of the press release is attached hereto as Exhibit 99.1.

Item 7.01     Regulation FD Disclosure.
On December 6, 2023, 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 December 6, 2023 (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: December 6, 2023/s/ Mark Lin
Name:Mark Lin
Title:Chief Financial Officer

Exhibit 99.1

semtech-rlogox326xf_stackea.jpg


FOR IMMEDIATE RELEASE

Contact:
Sara Kesten
Semtech Corporation
(805) 480-2004
webir@semtech.com

Semtech Announces Third Quarter of Fiscal Year 2024 Results

•Net sales of $200.9 million, above the midpoint of guidance
•GAAP gross margin of 46.3% and Non-GAAP gross margin, above the high-end of guidance, of 51.3%
•GAAP diluted loss per share of $0.60 and Non-GAAP diluted earnings per share, above the high-end of guidance, of $0.02
•Effective October 2, 2023, Mark Lin became Semtech's executive vice president and chief financial officer
CAMARILLO, Calif., December 6, 2023—Semtech Corporation (Nasdaq: SMTC), a high-performance semiconductor, IoT systems and cloud connectivity service provider, today reported unaudited financial results for its third quarter of fiscal year 2024, which ended October 29, 2023.
"While recognizing ongoing constraints in our hardware business and effects of elevated channel inventories, we noted stabilization of end market demand for our semiconductor business," said Paul H. Pickle, Semtech's president and chief executive officer. "Notably, end market demand in the third quarter for high-end consumer and data center applications has grown both sequentially and year-over-year."
"We continue to optimize our cost structure with non-GAAP operating expenses and non-GAAP interest expense each forecasted to sequentially improve in the fourth quarter," said Mark Lin, Semtech's executive vice president and chief financial officer. "Our recent change in capital structure further provides us with flexibility to address near-term challenges from the current economic environment."
- more -


2
Semtech Announces Third Quarter of Fiscal Year 2024 Results

Third Quarter of Fiscal Year 2024 Results
GAAP Financial ResultsNon-GAAP Financial Results
(in millions, except per share data)Q324Q224Q323Q324Q224Q323
Net sales$200.9 $238.4 $177.6 $200.9 $238.4 $177.6 
Gross margin46.3 %42.3 %64.5 %51.3 %49.6 %65.5 %
Operating costs and expenses, net$105.3 $400.8 $77.2 $82.5 $85.7 $68.0 
Operating (loss) income$(12.4)$(300.1)$37.4 $20.5 $32.4 $48.3 
Operating margin(6.2)%(125.9)%21.0 %10.2 %13.6 %27.2 %
Interest expense, net$27.7 $23.5 $8.2 $22.3 $21.2 $1.0 
Diluted (loss) earnings per share$(0.60)$(5.97)$0.36 $0.02 $0.13 $0.65 
Adjusted EBITDA$28.1 $39.0 $54.6 
To facilitate a more complete understanding of comparable financial performance between periods, the Company also presents performance results that exclude certain non-cash items and items that are not considered reflective of the Company's core results over time. These non-GAAP financial measures exclude certain items and are described below under, "Non-GAAP Financial Measures." See also our non-GAAP financial measures and reconciliations of these measures to the most comparable GAAP measures set forth in the tables below under "Supplemental Information: Reconciliation of GAAP to Non-GAAP Results."
Fourth Quarter of Fiscal Year 2024 Outlook
(in millions, except per share data)
Net sales$190.0 +/-$10.0
Non-GAAP Financial Measures
Gross margin48.0%+/-100 bps
Operating costs and expenses, net$74.0 +/-$2.0
Operating income$17.2 +/-$4.7
Operating margin9.1%+/-200 bps
Interest expense, net$21.0 
Normalized income tax rate12%
Diluted (loss) per share$(0.05)+/-$0.06
Adjusted EBITDA$24.7 +/-$4.7
Diluted share count64.4
The fourth quarter of fiscal year 2024 outlook incorporates the Company's current estimates, as well as its expectations regarding the impact of export restrictions, inflationary pressure and other macroeconomic conditions. The Company is unable to predict the full impact such challenges may have on its future results of operations.



3
Semtech Announces Third Quarter of Fiscal Year 2024 Results
The Company is unable to include a reconciliation of the 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 third fiscal quarter 2024 results at 2:00 p.m. Pacific time. The dial-in number for the call is (877) 407-0312. Please use conference ID 13736083. 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 January 3, 2024 at the same website or by calling (877) 660-6853 and entering conference ID 13736083.
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:"
•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 and pension
•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



4
Semtech Announces Third Quarter of Fiscal Year 2024 Results
•Goodwill 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 fourth 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 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



5
Semtech Announces Third Quarter of Fiscal Year 2024 Results
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 second and third quarters of fiscal year 2024 and the third quarter of fiscal year 2023. 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 is 12% and will be applied to each quarter of fiscal year 2024. 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 fourth quarter of fiscal year 2024 outlook; the Company's expectations concerning the negative impact on the Company's results of operations from export restrictions,



6
Semtech Announces Third Quarter of Fiscal Year 2024 Results
inflationary pressure and other macroeconomic conditions; future operational performance; the anticipated impact of specific items on future earnings; the Company's expectations regarding its cost structure optimization; benefits from the Company's change in capital structure; 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 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 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 29, 2023, filed with the SEC on March 30, 2023, and the Company's Quarterly Report on Form 10-Q for the quarter ended July 30, 2023, filed with the SEC on September 13, 2023, 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



7
Semtech Announces Third Quarter of Fiscal Year 2024 Results
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.
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 EndedNine Months Ended
October 29,
2023		July 30,
2023		October 30,
2022		October 29,
2023		October 30,
2022
Q324Q224Q323Q324Q323
Net sales$200,899 $238,372 $177,618 $675,810 $589,021 
Cost of sales97,925 127,071 62,049 347,734 207,380 
Amortization of acquired technology10,008 10,573 1,000 31,436 3,096 
Total cost of sales107,933 137,644 63,049 379,170 210,476 
Gross profit92,966 100,728 114,569 296,640 378,545 
Operating costs and expenses, net:
Selling, general and administrative47,663 59,579 40,227 165,022 131,710 
Product development and engineering46,911 47,433 35,056 144,945 114,446 
Intangible amortization4,853 4,871 — 14,606 — 
Gain on sale of business— — (327)— (18,313)
Restructuring3,646 9,399 2,244 14,608 2,244 
Goodwill impairment2,266 279,555 — 281,821 — 
Total operating costs and expenses, net105,339 400,837 77,200 621,002 230,087 
Operating (loss) income(12,373)(300,109)37,369 (324,362)148,458 
Interest expense(28,305)(24,171)(9,009)(72,986)(11,465)
Interest income574 674 839 2,317 1,758 
Non-operating income (expense), net3,542 (1,566)(64)1,503 (596)
Investment impairments and credit loss reserves, net(1,990)(227)(29)(2,250)376 
(Loss) income before taxes and equity method (loss) income(38,552)(325,399)29,106 (395,778)138,531 
(Benefit) provision for income taxes(311)56,592 6,327 53,864 26,415 
Net (loss) income before equity method (loss) income(38,241)(381,991)22,779 (449,642)112,116 
Equity method (loss) income(11)(12)(36)(30)271 
Net (loss) income (38,252)(382,003)22,743 (449,672)112,387 
Net loss attributable to noncontrolling interest(2)(1)(3)(5)(6)
Net (loss) income attributable to common stockholders$(38,250)$(382,002)$22,746 $(449,667)$112,393 
(Loss) earnings per share:
Basic$(0.60)$(5.97)$0.36 $(7.02)$1.76 
Diluted$(0.60)$(5.97)$0.36 $(7.02)$1.76 
Weighted average number of shares used in computing (loss) earnings per share:
Basic64,216 64,005 63,764 64,048 63,738 
Diluted64,216 64,005 63,855 64,048 64,040 



SEMTECH CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)
October 29, 2023January 29, 2023
ASSETS
Current assets:
Cash and cash equivalents$123,820 $235,510 
Accounts receivable, net156,613 161,695 
Inventories160,586 207,704 
Prepaid taxes10,193 6,243 
Other current assets121,192 111,634 
Total current assets572,404 722,786 
Non-current assets:
Property, plant and equipment, net158,834 169,293 
Deferred tax assets13,597 63,783 
Goodwill1,013,679 1,281,703 
Other intangible assets, net168,230 215,102 
Other assets111,385 116,961 
Total assets$2,038,129 $2,569,628 
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$55,008 $100,676 
Accrued liabilities183,989 253,075 
Current portion of long-term debt— 43,104 
Total current liabilities238,997 396,855 
Non-current liabilities:
Deferred tax liabilities4,526 5,065 
Long-term debt1,373,618 1,296,966 
Other long-term liabilities86,549 114,707 
Stockholders’ equity334,261 755,852 
Noncontrolling interest178 183 
Total liabilities & equity$2,038,129 $2,569,628 




SEMTECH CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS AND SUPPLEMENTAL INFORMATION
(in thousands)
(unaudited)
Nine Months Ended
October 29,
2023		October 30,
2022
Net (loss) income$(449,672)$112,387 
Net cash (used in) provided by operating activities(107,839)145,510 
Net cash used in investing activities(26,266)(761)
Net cash provided by financing activities24,337 193,451 
Effect of foreign exchange rate changes on cash and cash equivalents(1,922)— 
Net (decrease) increase in cash and cash equivalents(111,690)338,200 
Cash and cash equivalents at beginning of period235,510 279,601 
Cash and cash equivalents at end of period$123,820 $617,801 
Three Months Ended
October 29,
2023		July 30,
2023		October 30,
2022
Q324Q224Q323
Free cash flow:
Cash flow from operations$(5,847)$(12,005)$18,181 
Net capital expenditures(6,576)(6,920)(7,060)
Free cash flow$(12,423)$(18,925)$11,121 
Three Months Ended
October 29,
2023		July 30,
2023		October 30,
2022
Q324Q224Q323
Net sales by reportable segment:
Signal Integrity$48,737 24 %$46,507 20 %$76,705 43 %
Advanced Protection and Sensing50,569 25 %48,521 20 %51,225 29 %
IoT Systems77,373 39 %119,455 50 %49,688 28 %
IoT Connected Services24,220 12 %23,889 10 %— — %
Total net sales by reportable segment$200,899 100 %$238,372 100 %$177,618 100 %
Three Months Ended
October 29,
2023		July 30,
2023		October 30,
2022
Q324Q224Q323
Net sales by end market:
Infrastructure$43,191 21 %$42,369 18 %$70,475 39 %
High-End Consumer37,553 19 %34,016 14 %34,662 20 %
Industrial120,155 60 %161,987 68 %72,481 41 %
Total net sales by end market$200,899 100 %$238,372 100 %$177,618 100 %
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SEMTECH CORPORATION
SUPPLEMENTAL INFORMATION: RECONCILIATION OF GAAP TO NON-GAAP RESULTS
(in thousands, except per share data)
(unaudited)
Three Months EndedNine Months Ended
October 29,
2023		July 30,
2023		October 30,
2022		October 29,
2023		October 30,
2022
Q324Q224Q323Q324Q323
Gross margin (GAAP)46.3 %42.3 %64.5 %43.9 %64.3 %
Share-based compensation0.3 %0.2 %0.4 %0.2 %0.4 %
Amortization of acquired technology5.0 %4.4 %0.5 %4.7 %0.5 %
Transaction and integration related costs, net(0.3)%1.1 %— %0.3 %— %
Restructuring and other reserves, net— %0.2 %0.1 %0.1 %— %
Amortization of inventory step-up— %1.4 %— %0.5 %— %
Adjusted gross margin (Non-GAAP)51.3 %49.6 %65.5 %49.7 %65.2 %
Three Months EndedNine Months Ended
October 29,
2023		July 30,
2023		October 30,
2022		October 29,
2023		October 30,
2022
Q324Q224Q323Q324Q323
Selling, general and administrative (GAAP)$47,663 $59,579 $40,227 $165,022 $131,710 
Share-based compensation(3,059)(9,409)1,028 (16,970)(13,692)
Transaction and integration related costs, net(5,936)(7,271)(4,902)(20,275)(9,528)
Environmental reserve— — — — (500)
Litigation costs, net(25)(132)97 (183)(99)
Adjusted selling, general and administrative (Non-GAAP)$38,643 $42,767 $36,450 $127,594 $107,891 
Three Months EndedNine Months Ended
October 29,
2023		July 30,
2023		October 30,
2022		October 29,
2023		October 30,
2022
Q324Q224Q323Q324Q323
Product development and engineering (GAAP)$46,911 $47,433 $35,056 $144,945 $114,446 
Share-based compensation(2,972)(3,465)(3,480)(9,976)(11,518)
Transaction and integration related costs, net(66)(1,016)— (1,616)— 
Adjusted product development and engineering (Non-GAAP)$43,873 $42,952 $31,576 $133,353 $102,928 
Three Months EndedNine Months Ended
October 29,
2023		July 30,
2023		October 30,
2022		October 29,
2023		October 30,
2022
Q324Q224Q323Q324Q323
Operating cost and expense (GAAP)$105,339 $400,837 $77,200 $621,002 $230,087 
Share-based compensation(6,031)(12,874)(2,452)(26,946)(25,210)
Intangible amortization(4,853)(4,871)— (14,606)— 
Transaction and integration related costs, net(6,002)(8,287)(4,902)(21,891)(9,528)
Restructuring and other reserves(3,646)(9,399)(2,244)(14,608)(2,744)
Litigation costs, net(25)(132)97 (183)99 
Gain on sale of business— — 327 — 18,313 
Goodwill Impairment(2,266)(279,555)— (281,821)— 
Adjusted operating cost and expense (Non-GAAP)$82,516 $85,719 $68,026 $260,947 $211,017 






SEMTECH CORPORATION
SUPPLEMENTAL INFORMATION: RECONCILIATION OF GAAP TO NON-GAAP RESULTS (CONTINUED)
(in thousands, except per share data)
(unaudited)
Three Months EndedNine Months Ended
October 29,
2023		July 30,
2023		October 30,
2022		October 29,
2023		October 30,
2022
Q324Q224Q323Q324Q323
Operating (loss) income (GAAP)$(12,373)$(300,109)$37,369 $(324,362)$148,458 
Share-based compensation6,538 13,399 3,085 28,341 27,228 
Intangible amortization14,861 15,444 1,000 46,042 3,096 
Transaction and integration related costs, net5,507 10,952 4,902 24,110 9,528 
Restructuring and other reserves, net3,646 9,761 2,372 15,467 2,872 
Litigation costs, net25 132 (97)183 99 
Gain on sale of business— — (327)— (18,313)
Goodwill impairment2,266 279,555 — 281,821 — 
Amortization of inventory step-up— 3,314 — 3,314 — 
Adjusted operating income (Non-GAAP)$20,470 $32,448 $48,304 $74,916 $172,968 

Three Months EndedNine Months Ended
October 29,
2023		July 30,
2023		October 30,
2022		October 29,
2023		October 30,
2022
Q324Q224Q323Q324Q323
Operating margin (GAAP)(6.2)%(125.9)%21.0 %(48.0)%25.2 %
Share-based compensation3.3 %5.6 %1.8 %4.2 %4.7 %
Intangible amortization7.4 %6.5 %0.6 %6.8 %0.5 %
Transaction and integration related costs, net2.8 %4.6 %2.8 %3.6 %1.6 %
Restructuring and other reserves, net1.8 %4.1 %1.3 %2.3 %0.5 %
Litigation costs, net— %0.1 %(0.1)%— %— %
Gain on sale of business— %— %(0.2)%— %(3.1)%
Goodwill impairment1.1 %117.2 %— %41.7 %— %
Amortization of inventory step-up— %1.4 %— %0.5 %— %
Adjusted operating margin (Non-GAAP)10.2 %13.6 %27.2 %11.1 %29.4 %
Three Months EndedNine Months Ended
October 29,
2023		July 30,
2023		October 30,
2022		October 29,
2023		October 30,
2022
Q324Q224Q323Q324Q323
Interest expense, net (GAAP)$27,731 $23,497 $8,170 $70,669 $9,707 
Amortization of deferred financing costs(1,837)(1,689)(279)(4,940)(520)
Write-off of deferred financing costs(3,675)(771)— (4,446)— 
Debt commitment fee— — (7,255)— (7,255)
Investment income103 178 335 631 1,055 
Adjusted interest expense, net (Non-GAAP)$22,322 $21,215 $971 $61,914 $2,987 











SEMTECH CORPORATION
SUPPLEMENTAL INFORMATION: RECONCILIATION OF GAAP TO NON-GAAP RESULTS (CONTINUED)
(in thousands, except per share data)
(unaudited)

Three Months EndedNine Months Ended
October 29,
2023		July 30,
2023		October 30,
2022		October 29,
2023		October 30,
2022
Q324Q224Q323Q324Q323
GAAP net (loss) income attributable to common stockholders$(38,250)$(382,002)$22,746 $(449,667)$112,393 
Adjustments to GAAP net (loss) income attributable to common stockholders:
Share-based compensation6,538 13,399 3,085 28,341 27,228 
Intangible amortization14,861 15,444 1,000 46,042 3,096 
Transaction and integration related costs, net5,507 10,952 4,902 24,110 9,528 
Restructuring and other reserves, net3,646 9,761 2,372 15,467 2,872 
Litigation costs, net25 132 (97)183 99 
Gain on sale of business— — (327)— (18,313)
Investment losses (gains), reserves and impairments, net1,887 49 (306)1,619 (1,431)
Amortization of deferred financing costs1,837 1,689 279 4,940 520 
Write-off of deferred financing costs3,675 771 — 4,446 — 
Debt commitment fee— — 7,255 — 7,255 
Goodwill impairment2,266 279,555 — 281,821 — 
Amortization of inventory step-up— 3,314 — 3,314 — 
Total Non-GAAP adjustments before taxes40,242 335,066 18,163 410,283 30,854 
Associated tax effect(514)55,432 655 52,123 6,089 
Equity method loss (income)11 12 36 30 (271)
Total of supplemental information, net of taxes39,739 390,510 18,854 462,436 36,672 
Non-GAAP net income attributable to common stockholders$1,489 $8,508 $41,600 $12,769 $149,065 
GAAP diluted (loss) earnings per share$(0.60)$(5.97)$0.36 $(7.02)$1.76 
Adjustments per above0.62 6.10 0.29 7.22 0.57 
Non-GAAP diluted earnings per share$0.02 $0.13 $0.65 $0.20 $2.33 
Weighted-average number of shares used in computing diluted (loss) earnings per share:
GAAP64,216 64,005 63,855 64,048 64,040 
Non-GAAP64,304 64,104 63,855 64,135 64,040 




SEMTECH CORPORATION
SUPPLEMENTAL INFORMATION: RECONCILIATION OF GAAP TO NON-GAAP RESULTS (CONTINUED)
(in thousands, except per share data)
(unaudited)

Three Months EndedNine Months Ended
October 29,
2023		July 30,
2023		October 30,
2022		October 29,
2023		October 30,
2022
Q324Q224Q323Q324Q323
GAAP net (loss) income attributable to common stockholders$(38,250)$(382,002)$22,746 $(449,667)$112,393 
Interest expense28,305 24,171 9,009 72,986 11,465 
Interest income(574)(674)(839)(2,317)(1,758)
Non-operating (expense) income, net(3,542)1,566 64 (1,503)596 
Investment impairments and credit loss reserves, net1,990 227 29 2,250 (376)
Provision (benefit) for income taxes(311)56,592 6,327 53,864 26,415 
Equity in net gains (losses) of equity method investments11 12 36 30 (271)
Net loss attributable to noncontrolling interest(2)(1)(3)(5)(6)
Share-based compensation6,538 13,399 3,085 28,341 27,228 
Depreciation and amortization22,539 22,042 7,323 69,104 22,321 
Transaction and integration related costs, net5,507 10,952 4,902 24,110 9,528 
Restructuring and other reserves, net3,646 9,761 2,372 15,467 2,872 
Litigation costs, net25 132 (97)183 99 
Gain on sale of business— — (327)— (18,313)
Goodwill impairment2,266 279,555 — 281,821 — 
Amortization of inventory step-up— 3,314 — 3,314 — 
Adjusted EBITDA$28,148 $39,046 $54,627 $97,978 $192,193 

CONTACT:
Sara Kesten
Semtech Corporation
(805) 480-2004
webir@semtech.com