SMTC Semtech Corp.

Risks

• Our future results may fluctuate, fail to match past performance or fail to meet expectations.
• Current global economic conditions, including the impact of the novel coronavirus outbreak, and the potential changes in global economic policy could reduce demand for our products and have a material adverse impact on our business, operating results and financial condition.
• Downturns in the business cycle could adversely affect our revenues and profitability.
• The average selling prices of products in our markets have historically decreased rapidly and will likely do so in the future, which could harm our revenue and gross margins.
• Changes in government trade policies could have an adverse impact on our business or the business of our customers, which may materially adversely affect our business operations, sales or gross margins.
• Business interruptions such as natural disasters could harm our business and have a material adverse effect on our operations.
• We may experience other causes of business interruptions, including the outbreak of pandemic or contagious diseases, such as the novel coronavirus, that may affect our operations and we may not have sufficient business interruption insurance to compensate us for losses that may occur.
• We obtain many essential components and materials and certain critical manufacturing services from a limited number of suppliers and subcontractors, most of which are foreign-based entities.
• Our products may be found to be defective, product liability claims may be asserted against us and we may not have sufficient liability insurance.
• Obsolete inventories as a result of changes in demand for our products and change in life cycles of our products could adversely affect our business, operating results and financial condition.
• We may be unsuccessful in developing and selling new products, which is central to our objective of maintaining and expanding our business.
• Our customers require our products to undergo a lengthy and expensive qualification process without any assurance of product sales.
• We may be unable to adequately protect our intellectual property rights.
• We may suffer losses and business interruption if our products infringe the intellectual property rights of others.
• We must commit resources to product production prior to receipt of purchase commitments and could lose some or all of the associated investment.
• While we intend to continue to invest in research and development, we may be unable to make the substantial investments that are required to remain competitive in our business.
• Certain software we use is from open source code sources, which, under certain circumstances, may lead to unintended consequences and, therefore, could materially adversely affect our business, financial condition, operating results and cash flow.
• We may need to transition to smaller geometry process technologies and achieve higher levels of design integration to remain competitive and may experience delays in this transition or fail to efficiently implement this transition.
• We sell and trade with foreign customers, which subjects our business to increased risks.
• Our foreign currency exposures may change over time as the level of activity in foreign markets grows and could have an adverse impact upon financial results.
• We may be subject to increased tax liabilities and an increased effective tax rate if we need to remit funds held by our foreign subsidiaries.
• We are subject to export restrictions and laws affecting trade and investments, which may limit our ability to sell to certain customers.
• We compete against larger, more established entities and our market share may be reduced if we are unable to respond to our competitors effectively.
• Industry consolidation may lead to increased competition and may harm our operating results.
• We receive a significant portion of our revenues from a small number of customers and the loss of any one of these customers or failure to collect a receivable from them could adversely affect our business.
• The volatility of customer demand limits our ability to predict future levels of sales and profitability.
• Most of our authorized distributors, which collectively represent more than half of our net sales, can terminate their contract with us with little or no notice. The termination of a distributor could negatively impact our business, including net sales and accounts receivable.
• Our inability to effectively control the sales of our products on the gray market could have a material adverse effect on us.
• Failure to maintain effective internal control over financial reporting or disclosure controls and procedures could have a material adverse effect on our business and stock price.
• Economic conditions and regulatory changes leading up to and following the United Kingdom’s exit from the European Union could have a material adverse effect on our business and results of operations.
• Our failure to comply with any applicable environmental regulations could result in a range of consequences, including fines, suspension of production, excess inventory, sales limitations, and criminal and civil liabilities.
• Our operating results could be adversely affected as a result of changes in our effective tax rates, the adoption of new U.S. or foreign tax legislation or exposure to additional tax liabilities, or by material differences between our forecasted annual effective tax rates and actual tax rates.
• We may be subject to taxation and review of our compliance with income, value-added and other sales-type tax regulations in other jurisdictions which could negatively affect our operations.
• We have limited experience with government contracting, which entails differentiated business risks.
• Government investigations and inquiries from regulatory agencies could lead to enforcement actions, fines, restatement of our financial statements or other penalties and could result in litigation against us.
• The loss of any of our key personnel or the failure to attract or retain specialized technical and management personnel could impair our ability to grow our business.
• We face risks associated with companies we have acquired in the past and may acquire in the future.
• We may be required to recognize additional impairment charges in the future which could have an adverse effect on our financial condition and operating results.
• We have investments in entities that we do not control. Losses in the value of such investments could have an adverse effect on our financial condition or operating results.
• To the extent that we have any interest in an entity for which we are required to consolidate, we would need to rely on those entities to timely deliver important financial information to us. In the event that the financial information is inaccurate, incomplete, or not timely, we may not be able to meet our financial reporting obligations as required by the SEC.
• Restrictive covenants in the Credit Agreement governing the Credit Facility may restrict our ability to pursue our business strategies.
• We rely on certain critical information systems for the operation of our business and a disruption in our information systems, including those related to cybersecurity, could adversely affect our business operations.
• The costs associated with our indemnification of certain customers, distributors, and other parties could be higher in future periods.
• Our stock price could be subject to extreme price fluctuations, and stockholders could have difficulty trading shares.
• If securities or industry analysts do not publish research or reports about our business, or if they adversely change their recommendations regarding our common stock or if our operating results do not meet their expectations, the trading price of our common stock could decline.
• Anti-takeover provisions in our Certificate of Incorporation and Bylaws could make an acquisition of us more difficult and may prevent attempts by our stockholders to replace or remove our current management.
• We are subject to litigation risks which may be costly to defend and the outcome of which is uncertain and could adversely affect our business and financial condition.