SEMTECH CORP
10-Q, 1996-09-11
SEMICONDUCTORS & RELATED DEVICES
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                 ____________



                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                    OF THE SECURITIES EXCHANGE ACT OF 1934
                                 ____________



For Quarter Ended July 28, 1996               Commission File Number 1-6395
                  -------------                                      ------



                              SEMTECH CORPORATION
           ---------------------------------------------------------
            (Exact name of registrant as specified in its charter)



           Delaware                                            95-2119684
 -------------------------------                         ----------------------
 (State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                          Identification Number)
                                        

 652 Mitchell Road, Newbury Park, California                      91320
 ------------------------------------------------------------------------------
  (Address of principal executive offices)                      (Zip Code)


  Registrant's telephone number, including area code         (805) 498-2111
                                                       --------------------



                                      N/A
- -------------------------------------------------------------------------------
  (Former name, former address and former fiscal year, if changed since last
                                   report.)


Indicate by check mark, whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant has required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days

                          Yes   X        No  
                              -----          -----



Number of shares of Common Stock,
$ .01 par value, outstanding at July 28, 1996:  6,046,585.
                                                ---------
<PAGE>
 
                        PART I - FINANCIAL INFORMATION
                        ------------------------------


Item 1.  Financial Statements
         --------------------

    The consolidated condensed financial statements included herein have been
prepared by the Company, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission.  Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, although the Company believes that the
disclosures are adequate to make the information presented not misleading.  It
is suggested that these condensed financial statements be read in conjunction
with the consolidated financial statements and the notes thereto included in the
Company's latest Annual Report on Form 10-K.

    In the opinion of the Company, these unaudited statements contain all
adjustments (consisting only of normal recurring adjustments) necessary to
present fairly the financial position of Semtech Corporation and subsidiaries as
of July 28, 1996, and the results of their operations and the changes in their
cash flow for the three and six months then ended.

                                      -2-
<PAGE>
 
                     SEMTECH CORPORATION AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
                 (IN THOUSANDS, EXCEPT FOR PER SHARE FIGURES)
                                  (UNAUDITED)



<TABLE>
<CAPTION>
                                       THREE MONTHS ENDED      SIX MONTHS ENDED
                                       -------------------   --------------------
                                       JULY 28,   JULY 30,   JULY 28,    JULY 30,
                                         1996       1995       1996        1995
                                       --------   --------   ---------   --------
<S>                                    <C>        <C>        <C>         <C>
NET SALES                               $13,424    $14,674    $28,901     $27,454
Cost of sales                             8,117      8,569     17,112      16,468
                                        -------    -------    -------     -------
  Gross profit                            5,307      6,105     11,789      10,986
Operating expenses                        3,451      3,422      7,144       6,430
                                        -------    -------    -------     -------
Operating income                          1,856      2,683      4,645       4,556
Interest and other(income)expense             1          2        (14)         11
                                        -------    -------    -------     -------
Income before taxes                       1,855      2,681      4,659       4,545
Provision for taxes                         612        865      1,533       1,466
                                        -------    -------    -------     -------
NET INCOME                              $ 1,243    $ 1,816    $ 3,126     $ 3,079
                                        =======    =======    =======     =======
NET INCOME PER SHARE:
  Primary                               $  0.20    $  0.29    $  0.50     $  0.50
                                        =======    =======    =======     =======
  Fully diluted                         $  0.20    $  0.29    $  0.50     $  0.49
                                        =======    =======    =======     =======
</TABLE>

                                      -3-
<PAGE>
 
                     SEMTECH CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED CONDENSED BALANCE SHEETS
                                (IN THOUSANDS)


<TABLE>
<CAPTION>
                                                JULY 28,    JANUARY 28,
                                                  1996         1996
                                                --------    -----------
<S>                                             <C>            <C>
ASSETS                                                        
                                                              
CURRENT ASSETS:                                               
  Cash and cash equivalents                      $ 5,599       $ 6,034
  Temporary investments                              412           411
  Receivables, net                                 7,763         7,987
  Inventories                                     11,812         9,986
  Income taxes refundable                             88            72
  Deferred income taxes                              473           465
  Other current assets                               489           521
                                                 -------       -------

    TOTAL CURRENT ASSETS                          26,636        25,476
                                                 -------       -------

PROPERTY, PLANT AND EQUIPMENT, NET                 7,349         6,748

OTHER ASSETS                                         182           134

DEFERRED INCOME TAXES                                516           327
                                                 -------       -------

    TOTAL ASSETS                                 $34,683       $32,685
                                                 =======       =======

LIABILITIES AND SHAREHOLDERS' EQUITY                          

CURRENT LIABILITIES:                                          
  Current maturities of long-term debt           $   662       $   404
  Accounts payable                                 2,915         4,060
  Accrued liabilities                              1,877         2,407
  Other current liabilities                          319           319
  Income taxes payable                               438           405
                                                 -------       -------

    TOTAL CURRENT LIABILITIES                      6,211         7,595
                                                 -------       -------

LONG-TERM DEBT, LESS CURRENT MATURITIES            1,357         1,024

OTHER LONG-TERM LIABILITIES                          492           797

SHAREHOLDERS' EQUITY:                                         
  Common Stock, $0.01 par value, 15,000,000
   authorized                                         76            75
  Additional paid-in capital                      10,727        10,520
  Retained earnings                               16,148        13,022
  Cumulative translation adjustment                 (328)         (348)
                                                 -------       -------

    TOTAL SHAREHOLDERS' EQUITY                    26,623        23,269
                                                 -------       -------

    TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY   $34,683       $32,685
                                                 =======       =======
</TABLE>

                                      -4-
<PAGE>
 
                     SEMTECH CORPORATION AND SUBSIDIARIES
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                                (IN THOUSANDS)



<TABLE>
<CAPTION>
                                                       FOR THE SIX MONTHS ENDED
                                                       ------------------------
                                                        JULY 28,      JULY 30,
                                                          1996          1995
                                                       ----------     --------- 
<S>                                                     <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES -               
  Net income                                             $ 3,126       $ 3,079
  Adjustments to reconcile net income to net         
   cash provided by operating activities:                                       
    Depreciation and amortization                            876           615
    Tax benefit from stock option transactions               137           635
  Changes in assets and liabilities:                 
    Receivables                                              224        (2,215)
    Inventories                                           (1,826)         (510)
    Other assets                                              48          (157)
    Accounts payable and accrued liabilities              (1,675)        1,159
    Income tax refundable                                    (16)           (9)
    Income tax payable                                        33           774
    Other liabilities                                       (149)           (3)
    Deferred income taxes                                   (141)         (187)
                                                         -------       -------
      NET CASH PROVIDED BY OPERATING ACTIVITIES              637         3,181
                                                         -------       -------

CASH FLOWS FROM INVESTING ACTIVITIES -               
  Temporary cash investments                                  (1)          410
  Additions to property, plant and equipment              (1,477)       (1,546)
                                                         -------       -------

    NET CASH USED BY INVESTING ACTIVITIES                 (1,478)       (1,136)
                                                         -------       -------

CASH FLOWS FROM FINANCING ACTIVITIES -               
  Net line of credit activity                                  -          (175)
  Additions to debt                                          809             -
  Repayment of debt                                         (218)         (252)
  Stock options exercised                                    120           271
  Other long-term liabilities                               (180)            -
  Other                                                     (145)          (54)
                                                         -------       -------

      NET CASH PROVIDED(USED) BY FINANCING ACTIVITIES        386          (210)
                                                         -------       -------

Effect of exchange rate changes on cash                       20           (42)
Net increase (decrease) in cash and cash equivalents        (435)        1,793
Cash and cash equivalents at beginning of period           6,034         3,261
                                                         -------       -------

CASH AND CASH EQUIVALENTS AT END OF PERIOD               $ 5,599       $ 5,054
                                                         =======       =======
</TABLE>

                                      -5-
<PAGE>
 
                     SEMTECH CORPORATION AND SUBSIDIARIES
             NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS


1.  INCOME TAXES -

    Effective February 1, 1993, the Company changed its method of accounting for
income taxes to comply with the provisions of SFAS No. 109.  Under SFAS No. 109,
deferred income tax assets or liabilities are computed based on the temporary
difference between the financial statement and income tax bases of assets and
liabilities using the statutory marginal income tax rate in effect for the year
in which the differences are expected to reverse.  Deferred income tax expenses
or credits are based on the changes in the deferred income tax assets or
liabilities from period to period.  Prior to fiscal year 1994, deferred income
taxes were provided on temporary differences between the income or loss
determined for financial reporting and income tax reporting at income tax rates
in effect when the differences are expected to be settled.  The change did not
have a material effect on the financial statements.

The income tax provision for the six months ended July 28, 1996 consisted of
income tax expense of $1,484,000 on the income of the Company's U.S. operations
and income tax expense of $49,000 on the income from the Company's foreign
operation.  In the prior year six month period ended July 30, 1995, the Company
incurred income tax expense of $1,416,000 on the income of the Company's U.S.
operations and income tax expense of $50,000 on income from the Company's
foreign operation.


2.  INCOME PER SHARE -

    Primary net income per share of common stock has been computed based on the
weighted average number of common and common equivalent shares outstanding.
Fully diluted income per share of common stock was determined on the assumption
that all outstanding convertible debentures were converted under the if-
converted method, as follows:

<TABLE>
<CAPTION>
                       THREE MONTHS ENDED         SIX MONTHS ENDED
                      ---------------------     ---------------------
                      JULY 28,    JULY 30,      JULY 28,    JULY 30,
                        1996        1995          1996        1995
                      ---------   ---------     ---------   ---------

   <S>                <C>         <C>           <C>         <C>
   PRIMARY.........   6,266,000   6,193,000     6,262,000   6,145,000
                      =========   =========     =========   =========

   FULLY DILUTED...   6,266,000   6,341,000     6,262,000   6,341,000
                      =========   =========     =========   =========
</TABLE>


3.  TEMPORARY INVESTMENTS -

    Temporary investments consist of commercial paper and government and
corporate obligations with original maturities in excess of three months and are
carried at cost, which approximates market.

                                      -6-
<PAGE>
 
4.  INVENTORIES -

    The commercial semiconductor industry and the markets in which the Company's
products are used are characterized by rapid changes and short product life
cycles.  Consistent with the industry, the Company has experienced declines in
average selling prices over the life of its product lines.  The Company has
fully reserved inventory which is obsolete or in excess of one year's demand,
and has provided reserves for declines in selling price below cost.  Inventories
consisted of the following:

<TABLE>
<CAPTION>
                                       Raw        Work in     Finished       Total
          (thousands)               Materials     process       goods     
          -------------------------------------------------------------------------
          <S>                         <C>         <C>         <C>          <C>
          JULY 28, 1996                                                 
                                                              
          Gross inventory              $2,318      $8,117      $ 4,083      $14,518
          Total reserves                 (731)     $ (770)      (1,205)      (2,706)
                                       ------      ------      -------      -------

           Net inventory               $1,587      $7,347      $ 2,878      $11,812
                                       ======      ======      =======      =======

          JANUARY 28, 1996                                              

          Gross inventory              $2,016      $7,370      $ 3,191      $12,577
          Total reserves                 (722)     $ (688)      (1,181)      (2,591)
                                       ------      ------      -------      -------

           Net inventory               $1,294      $6,682      $ 2,010      $ 9,986
                                       ======      ======      =======      =======
</TABLE>

5.  LONG-TERM DEBT -

    Long-term debt at July 28, 1996 is made up soley of notes payable.  Notes
payable consists of a fixed rate loan in the amount of $289,000 and two variable
rate loans totaling $1,494,000 used for the acquisition of equipment and the
loan on the Company's Scotland facility in the amount of $236,000.

6.  LINE OF CREDIT -

    The Company maintains a credit arrangement with a financial institution for
a working capital and equipment acquisition line of credit of up to $7,500,000
extending to August 1998 at an interest rate of 30 day rolling commercial paper
plus 2.50 percent. The arrangement is collateralized by the Company's domestic
assets and contains provisions regarding current ratios, debt to worth, and net
worth. As of July 28, 1996, the Company had $1,494,000 of borrowings outstanding
under this line which were converted into a term loan and reduce the borrowing
limit on the line of credit. The Company also maintains an overdraft credit line
in the amount of 300,000 pounds sterling at its wholly owned foreign subsidiary,
and has obtained a commitment from its bank to expand the line to 1,000,000
pounds sterling on a formula line basis.

7. SIGNIFICANT CUSTOMERS

   For the three months ended July 30, 1995, one customer accounted for 11% of
the Company's net sales.  No other customers accounted for greater than 10% of
net sales in the periods reported.

                                      -7-
<PAGE>
 
Item 2.  Management's Discussion and Analysis of Financial Conditions and
         ----------------------------------------------------------------
         Results of Operations
         ---------------------
    
    (l)  Material Changes in Financial Condition
         ---------------------------------------
    
         At July 28, 1996, Semtech Corporation (the "Company") had working
    capital of $20,425,000, compared with $17,881,000 at January 28, 1996 - an
    increase of $2,544,000. The increase was primarily due to the Company's
    profitability during the six months ended July 28, 1996.
    
         During the first six months of fiscal 1997, the Company used $435,000
    of cash and cash equivalents primarily due to increased levels of outlays
    for inventory, capital equipment, and year-end supplemental compensation
    that was accrued in FY96. Operating cash flow for the first half of the year
    was a positive $637,000. The Company's accounts receivable decreased by
    $224,000 during the quarter as the result of the lower volume of shipments.
    The Company's inventories continued to increase as more resources were spent
    on new and existing product lines and because sales targets were not met.
    The Company took actions late in the second quarter to cut the production
    rates for certain product lines, which should bring inventory growth back
    into line with sales growth. The Company plans to continue to actively
    manage inventories to minimize inventory being carried and to maximize
    inventory turns. Planned increases in inventories of certain product lines'
    should be partially offset by decreased levels in older and declining
    product lines. During the first half of fiscal 1997, the Company used cash
    of $218,000 to repay outstanding debt, $1,477,000 to pay for capital
    equipment purchases. These capital investments were made to increase the
    capacity and process capabilities for manufacturing functions and to support
    the Company's overall infrastructure. The ratio of current assets to current
    liabilities at July 28, 1996, was 4.3 to 1, compared to 3.4 to 1 at January
    28, 1996.
    
         The following leverage ratios indicate the extent to which the Company
    has been financed with debt:

<TABLE>
<CAPTION>
                                                       JULY 28,     JANUARY 28,
                                                         1996          1996
                                                      ---------     -----------
    <S>                                                  <C>            <C>
    Long-term debt as a % of total capitalization*       4.8%           4.2%

    Total debt to total capitalization*                  7.2%           5.9%
</TABLE>

      *Total capitalization is defined as the sum of long-term debt and
       shareholders' equity.

         The Company's strategic plan is to expand product lines that serve the
    computer, communications, industrial and automotive markets. In the past
    four years the Company has made significant investments in the development
    and promotion of new products designed to transition the Company from
    primarily military and aerospace markets to commercial markets. A majority
    of commitments for new equipment advanced the Company's production
    capabilities for producing new products. In the six months ended July 28,
    1996 the Company spent $1,477,000 for capital equipment. The commitments
    made were to increase test capacity, improve production capabilities and to
    upgrade the Company's central computer system. Future capital acquisitions
    will continue to be based on economic conditions of the Company's markets
    and the Company's ability to utilize such assets effectively. The Company
    intends to finance

                                      -8-
<PAGE>
 
    the majority of its capital investments and ongoing operations from
    internally generated funds, on-hand cash balances, and an available line of
    credit. The Company believes that current internal cash flows, together with
    the Company's cash and cash equivalents, temporary investments, and the
    Company's credit facilities are sufficient to support all currently
    anticipated future investments in equipment and facilities.
   
    (2)  Material Changes in Results of Operations
         -----------------------------------------
    
         The following information is provided to further explain certain
    financial information shown in the Consolidated Condensed Statements of
    Operations for the three and six month periods ended July 28, 1996 and July
    30, 1995.
    
    
    THREE AND SIX MONTH PERIODS ENDED JULY 28, 1996 COMPARED WITH THE THREE AND 
    ---------------------------------------------------------------------------
    SIX MONTH PERIODS ENDED JULY 30, 1995:
    -------------------------------------
    
    INDUSTRY TRENDS AND OUTLOOK -
    
         The commercial semiconductor industry and the markets in which the
    Company's products are used are characterized by rapid changes and short
    product life cycles. During the first half of fiscal year 1997, the Company
    experienced reduced demand for foundry wafers and increased price
    competition in its commercial semiconductor product lines. The Company
    believes that it bottomed out in certain of its major product lines during
    the second quarter. Based on current market conditions the Company expects
    to see sales growth in the third and fourth quarter of its fiscal 1997 year.
    The Company's commitment to its strategic plan should benefit results when
    market conditions improve.
    
    The semiconductor industry as a whole has experienced a general slowdown
    believed to be caused by increased supply, decreased demand by end markets,
    and high inventory levels at electronic manufacturers. The Company did
    experience increased order rates in the latter part of the second quarter.
    While the improved orders trend in the quarter was encouraging, there is
    still no assurance that this order rate improvements will continue
    throughout the second half of fiscal 1997.

         Typical of the semiconductor industry, the Company has experienced
    declines in average selling prices over the life of its product lines.
    Prices declines have further been influenced by increased competition and
    decreased demand. Efforts to offset this decline include increasing units
    shipped, improved manufacturing efficiencies, finding new applications for
    existing products, introduction of new products and a major program to
    reduce to silicon die size in several product families. Management will
    continue to take steps to minimize the impact of declines in average selling
    prices, however, there is no assurance that these efforts will be
    successful. Declines in average selling prices and reduced absorption
    related to lower production rates can significantly impact gross margins of
    the Company.

         The market for both the Company's commercial and military-aerospace
    products remains fiercely competitive. The Company is focusing efforts on
    eliminating less profitable product lines and pushing new product
    development. The Company also derives approximately 15% (estimate for most
    recent quarter) of revenues from the sale of foundry wafers. These wafers
    are generally purchased by manufacturers who package the individual silicon
    die in their 

                                      -9-
<PAGE>
 
    products. The foundry business is also very competitive, with other
    foundries offering similar services. The revenue generated by the foundry
    and standard products segments can vary significantly depending not only on
    macro trends within the industry, but also on conditions at specific
    customers.
    
    REVENUES -
    
         Revenues for the second quarter ended July 28, 1996 were $13,424,000
    compared to $14,674,000 in the second quarter ended July 30, 1995, a
    decrease of 9%. Revenues for the six months ended July 28, 1996 were
    $28,901,000 compared to $27,454,000 in six months ended July 30, 1995, an
    increase of 1,447,000 or 5%. The decline in revenues for the second quarter
    compared to the prior year period was due to an industry wide slowdown in
    the overall semiconductor industry. While the Company continued to ship more
    units of its commercial products in the quarter, lower unit prices hurt
    revenue and margin levels. In addition, foundry related business remained
    weak as customers' continue to work down inventory levels. The Company
    believes that certain of these trends can be reversed in the second half of
    fiscal 1997, if market conditions improve.
    
         Sales of devices used in commercial applications represented
    approximately 85% of total revenues in the second quarter of fiscal 1997.
    Computer and peripheral applications represent a large portion of the
    customer base for the Company's commercial products. Communications,
    industrial and foundry customers make up the balance of commercial sales.
    Revenues from military and aerospace remains at approximately 15% of net
    sales. Sales to commercial customers was 80% versus 20% to military-
    aerospace customers in the second quarter of last year.
    
         Shipments to customers located in the Asia-Pacific region were 30% of
    the total sales for fiscal 1997's second quarter, an increase of 31% over
    Asia-Pacific sales recorded in the comparable quarter of last year. Sales to
    European customers represented 14% of total sales for the second quarter of
    fiscal 1997 compared to 12% in the second quarter of fiscal 1996.
     
         New order levels for the first and second quarters were less than total
    shipments in each respective quarter, resulting in a book-to-bill ratio of
    less than 1 to 1. The book-to-bill ratio for the comparable three and six
    month periods last year were estimated to be 1.1 to 1. Total new orders for
    the second and third months of the second quarter of fiscal 1997 did improve
    and were above a book-to-bill ratio of 1 to 1 for those combined months.
    Customers' inventory levels, most apparent in the Company's line of voltage
    regulators, appear to be at very low levels. Our customers have
    significantly reduced their inventory of our products during the first half
    of fiscal 1997, the Company expects that this will result in improved order
    and shipment rates for the second half of the year. However, a significant
    quantity of orders received are short-term orders (referred to as "turns-
    fill" orders) versus longer-term scheduled orders. These short-term order
    patterns result in lower future period backlog and make forecasting of
    future period shipments less reliable.
    
    COSTS AND EXPENSES -
    
         COST OF GOODS SOLD -

                                      -10-
<PAGE>
 
         Gross profit margins as a percentage of net sales was 40% in the second
    quarter of fiscal 1997, compared to 42% in the same period last year. For
    the six months ended July 28, 1996 and July 30, 1995, gross margins were 41%
    and 40%, respectively. The decline in gross margins for the second quarter
    and improvement for the six month period is mostly attributed to the level
    of shipments in those periods. Unfavorable price changes in the first six
    months of fiscal 1997 was only partially offset by an improved mix of
    products shipped.

         The Company took steps in the second quarter that should benefit gross
    margins in the second half. The organization's overall headcount was reduced
    by 21% and efforts were made to reduce the die size in many of the Company's
    integrated circuit (IC) products. The reduction in headcount was needed to
    downsize operations that support older and declining product lines. Some
    positions will need to be re-staffed if demand in certain product lines
    increase. Die size shrinks allow for more products to be produced from each
    fabricated wafer - a benefit of increased efficiencies and lower costs.
    
         Future gross margin performance will be affected by the above noted
    changes as well as shipment rates, product mix, productivity levels and
    price changes. Average selling prices, capacity utilization and new order
    rates will continue to have the most significant impact on margins.
     
         OPERATING EXPENSES -
    
         Operating costs and expenses were at 26% of net sales in the second
    quarter of fiscal 1997 compared to 23% in the second quarter of fiscal 1996.
    Operating expenses for the first half of fiscal 1997 were at 25% of net
    sales versus 23% in the first six months of fiscal 1996. Both the quarterly
    and six month operating expenses reflect increased spending on research and
    development (R&D) activity.
    
         In May 1996, the Company opened a design center at its Santa Clara,
    California facility. Two senior designers were also added in the second
    quarter, one of which was named vice president of product design and
    development. The Company plans to add up to 10 new designers to the design
    center's staff by the end of fiscal 1997 to support additional design
    activity.
    
         The Company will continue to aggressively pursue not only additional
    design, but also applications and strategic marketing talent needed to
    foster new product development. Added headcount and overall support of
    development will continue to result in higher R&D spending levels. The
    Company hopes to offset some of the increased R&D expense with decreased
    expenses as a percentage of sales in administrative and sales activities.
    Such a decrease in operating expenses other than R&D will be dependent on
    the Company's ability to grow revenues.
    
         OTHER -
    
         Interest and other expense of $1,000 was realized in the quarter ended
    July 28, 1996, compared to other expense of $2,000 in the prior year's
    second quarter. For the six month periods ended July 28, 1996 and July 30,
    1995, $14,000 of income and $11,000 of expense, respectively, was realized.
    Other income and expenses for all periods is primarily interest income and
    expense.

                                      -11-
<PAGE>
 
                          PART II - OTHER INFORMATION
                          ---------------------------
    
Item 1.  Legal Proceedings
         -----------------

         The Company is involved in legal matters which are routine to the
nature of its business. Management is of the opinion that the ultimate
resolution of all such matters will not have a material adverse effect on the
accompanying consolidated condensed financial statements.

Item 2.  Changes in Securities
         ---------------------

     Not applicable.

Item 3.  Defaults upon Senior Securities
         -------------------------------

     Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders
         ---------------------------------------------------

(a)  The 1996 Annual Meeting of Shareholders of the Company was duly held on
     June 6, 1996. The results of voting have been previously reported.

(b)  Inapplicable, as (i) proxies for the meeting were solicited pursuant to
     Regulation 14 under the Act; (ii) there was no solicitation in opposition
     to the management's nominees as listed in the Proxy Statement; and (iii)
     all of such nominees were duly elected.

(c)  The results of voting have been previously reported.

(d)  Not applicable

Item 5.  Other Information
         -----------------

     Not applicable.

Item 6.  Exhibits and Reports on Form 8-K
         --------------------------------

(a)  Exhibits

     11.1 -Computation of per share earnings - See Note 2 of Notes to
           Consolidated Condensed Financial Statements.

     27   -Financial Data Schedule, Article 5

(b)  Reports on Form 8-K

     There were no reports on Form 8-K filed during the six months ended July
     28, 1996.

                                     -12-
<PAGE>
 
                                  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, thereunto duly authorized.



                                       SEMTECH CORPORATION
                                       -------------------
                                       Registrant



Date: September 10, 1996               /s/ John D. Poe
                                       --------------------------------
                                       John D. Poe
                                       President and
                                       Chief Executive Officer



Date:  September 10, 1996              /s/ David G. Franz, Jr.
                                       --------------------------------
                                       David G. Franz, Jr.
                                       Vice President Finance, Chief
                                       Financial Officer, and
                                       Secretary


                                     -13-

<TABLE> <S> <C>

<PAGE>
 
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS RESULTS OF OPERATIONS FOR THE THREE MONTHS AND SIX MONTHS
ENDED JULY 28, 1996, WHICH ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE
FORM 10-Q FILING AND FORM 10-K FOR THE YEAR ENDED JANUARY 28, 1996.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   6-MOS
<FISCAL-YEAR-END>                          FEB-02-1997             FEB-02-1997
<PERIOD-START>                             APR-29-1996             JAN-29-1996
<PERIOD-END>                               JUL-28-1996             JUL-28-1996
<CASH>                                           5,599                   5,599
<SECURITIES>                                       411                     411
<RECEIVABLES>                                    7,763                   7,763
<ALLOWANCES>                                         0                       0
<INVENTORY>                                     11,812                  11,812
<CURRENT-ASSETS>                                26,636                  26,636
<PP&E>                                           7,349                   7,349
<DEPRECIATION>                                       0                       0
<TOTAL-ASSETS>                                  34,683                  34,683
<CURRENT-LIABILITIES>                            6,211                   6,211
<BONDS>                                              0                       0
                                0                       0
                                          0                       0
<COMMON>                                            76                      76
<OTHER-SE>                                      26,547                  26,547
<TOTAL-LIABILITY-AND-EQUITY>                    34,683                  34,683
<SALES>                                         13,424                  28,901
<TOTAL-REVENUES>                                13,424                  28,901
<CGS>                                            8,117                  17,112
<TOTAL-COSTS>                                    8,117                  17,112
<OTHER-EXPENSES>                                 3,451                   7,144
<LOSS-PROVISION>                                     0                       0
<INTEREST-EXPENSE>                                   1                    (14)
<INCOME-PRETAX>                                  1,855                   4,659
<INCOME-TAX>                                       612                   1,533
<INCOME-CONTINUING>                              1,243                   3,126
<DISCONTINUED>                                       0                       0
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                     1,243                   3,126
<EPS-PRIMARY>                                     0.20                    0.50
<EPS-DILUTED>                                     0.20                    0.50
        

</TABLE>


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