This excerpt taken from the SMTC 10-K filed Mar 29, 2007.
The Board of Directors and Stockholders of Semtech Corporation
We have audited the accompanying consolidated balance sheets of Semtech Corporation (a Delaware Corporation) and subsidiaries as of January 29, 2006 (restated) and January 30, 2005 (restated), and the related consolidated statements of operations, stockholders equity, and cash flows for each of the three years in the period ended January 29, 2006 (as restated). Our audits also included the financial statement schedule listed in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Semtech Corporation at January 29, 2006 (restated) and January 30, 2005 (restated), and the consolidated results of its operations and its cash flows for each of the three years in the period ended January 29, 2006 (as restated), in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects, the information set forth therein.
As described in Note 1A, Restatement of Consolidated Financial Statements, the Company has restated its financial statements as of January 29, 2006 and January 30, 2005 and for each of the three years in the period ended January 29, 2006 to correct its accounting for stock-based compensation.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Semtech Corporations internal control over financial reporting as of January 29, 2006, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated April 7, 2006, except for the effects of the material weakness described in the sixth paragraph, as to which the date is March 26, 2007, expressed an unqualified opinion on managements assessment and an adverse opinion on the effectiveness of internal control over financial reporting.
/s/ Ernst and Young LLP
Woodland Hills, California
April 7, 2006, except for Notes 1,
1A, 11, 14, 17, 19 and 20, as to which
the date is March 26, 2007