EXHIBIT 99.1
Semtech Completes Restatement Related to Past Stock Option Practices
-- Non-cash restatement charges of $91 million pre-tax for fiscal
years 1996 - 2006
-- Impact on fiscal year 2007 and future years is not material
-- No impact on revenues or cash previously reported
-- No restatement charges relate to independent directors
-- No restatement charges relate to current CEO or current CFO
-- Restatement charges relate primarily to options granted or
modified in calendar years 1995 through 2002
-- Details in Form 10-K/A filed today
-- NASDAQ continued listing requirements are met
CAMARILLO, Calif.--(BUSINESS WIRE)--March 29, 2007--Semtech
Corporation (Nasdaq:SMTC) announced that today it filed an amended
Annual Report on Form 10-K/A for the fiscal year ended January 29,
2006 and its delayed Quarterly Reports on Form 10-Q for the first
three quarters of fiscal year 2007, bringing the Company current in
its required Securities and Exchange Commission ("SEC") filings. The
Company also announced it intends to file for an automatic extension
of fifteen days in which to complete and file its Form 10-K for fiscal
year 2007.
$62 million of After-Tax Stock Option Adjustments for FY 1996 -
2006
The Company previously announced that it was reviewing its stock
option practices in light of an informal SEC inquiry and that it would
restate its prior financial statements to record a material amount of
additional non-cash compensation expense to correct errors related to
past accounting for stock options. The Form 10-K/A filed today
includes restated financial statements for fiscal years 2002 through
2006, with adjustments for fiscal years 1996 through 2001 reflected as
part of the opening balances in the restated fiscal year 2002
financial statements. The additional non-cash stock-based compensation
charges for fiscal years 1996 through 2006 ("restatement adjustments")
are approximately $62 million after tax and generally have been
amortized over the vesting period of the grants.
No Impact on Revenues or Cash
The restatement adjustments did not result in a change to
previously reported revenues, have no impact on net cash provided by
operating activities or on investing or financing cash flows, and have
no impact on the Company's total cash balances.
Impact in FY 2007 and Future Years is Not Material
The restatement adjustments do not have a material impact on
fiscal year 2007 that ended on January 28, 2007 and will not have a
material impact in future years. As reported in the Forms 10-Q filed
today, the additional non-cash compensation expense due to the
restatement was approximately $58,000 in the first quarter of fiscal
year 2007, $4,000 in the second quarter, and $3,000 in the third
quarter.
However, the Company expects to continue to incur substantial
expenses for legal and other professional services in connection with
matters stemming from past stock option practices, including the SEC
inquiry and the previously announced Federal Grand Jury Subpoena and
derivative litigation.
Restatement Charges Relate Primarily to Options Granted or
Modified in Fiscal Years 1996 through 2003
Reviews of the Company's historical stock option practices since
the beginning of fiscal year 1996 were conducted by management and by
a Special Committee of the Board of Directors, with each group being
assisted by its own accounting and legal advisors. After analysis of
applicable accounting requirements, it was concluded that correction
was required for the accounting measurement dates of certain stock
options granted or modified primarily during fiscal years 1996 through
2003, which roughly corresponds to calendar years 1995 through 2002.
Nasdaq Continued Listing Standards are Met
With the filing of the Form 10-K/A and the Form 10-Qs for the
first three quarters of fiscal year 2007, the Company believes it has
regained compliance with Nasdaq's continued listing requirements.
Confirmation from Nasdaq is pending.
See SEC Filings For Additional Details
The foregoing summary is qualified in its entirety by, and
investors are urged to carefully read, the Form 10-K/A for the fiscal
year ended January 29, 2006 and the Form 10-Qs for the quarterly
periods ended April 30, 2006, July 30, 2006, and October 29, 2006 that
were filed today. Financial statements and the related reports of our
independent public accounting firms, earnings press releases, and
similar communications issued prior to July 20, 2006 should not be
relied upon and have been superseded by the information contained in
the SEC filings made today.
About Semtech
Semtech Corporation is a leading supplier of analog and
mixed-signal semiconductors used in a wide range of computer,
industrial and communication applications.
Forward-Looking and Cautionary Statements
This release contains "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of
1934, as amended. Forward-looking statements are statements other than
historical information or statements of current condition and relate
to matters such as our plans, objectives and expectations. Some
forward-looking statements may be identified by use of terms such as
"expects," "anticipates," "intends," "estimates," "believes,"
"projects," "should," "will," "plans" and similar words.
Forward-looking statements should not be regarded as representations
by the Company that its objectives or plans will be achieved. The
Company assumes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.
Forward-looking statements should be considered in conjunction
with the cautionary statements contained in the "Risk Factors" section
and elsewhere in the Company's Annual Report on Form 10-K/A for the
fiscal year ended January 29, 2006, in the Company's other filings
with the SEC, and in material incorporated therein by reference. In
addition to regarding forward-looking statements with caution, you
should consider that the preparation of financial statements requires
us to draw conclusions and make interpretations, judgments,
assumptions and estimates with respect to factual, legal, and
accounting matters. Different conclusions, interpretations, judgments,
assumptions, or estimates could result in materially different
results.
There are a number of risks associated with matters relating to
the Company's historical stock option practices and the previously
announced SEC inquiry and related matters. If the SEC disagrees with
the accounting methods we used, objects to the manner in which we
disclosed the restated financial information or related qualitative
information, or otherwise imposes additional requirements with respect
to our restated financial statements or stock option restatements in
general, we could be required to further amend our restated financial
statements. Further restatement could also be required if new facts
become available as a result of the SEC inquiry, the Federal Grand
Jury subpoena, the shareholder litigation or through other means.
The Company cannot predict the outcome of the SEC inquiry or any
other lawsuit or other proceeding related to the Company's stock
option practices. There can be no assurance that the Company will be
able to file its Form 10-K for fiscal year 2007 on time or maintain
its Nasdaq listing. The Company could also be subjected to other
lawsuits and could become the subject of other regulatory
investigations in addition to those now underway. Dealing with matters
related to the SEC inquiry and other matters stemming from the
Company's historical stock option practices could divert management's
attention from operations. Expenses arising from these matters are
expected to continue to be significant. Current and former employees,
officers and directors have sought, and will likely continue to seek,
indemnification or advancement or reimbursement of expenses from the
Company, including attorneys' fees, with respect to current or future
proceedings related to stock option practices. These events could
adversely affect the Company's business and the price of its common
stock.
CONTACT: Semtech Corporation
Todd German, Investor Relations, 805-480-2004