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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): October 26, 2022

 

SILICON LABORATORIES INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   000-29823   74-2793174
(State or Other Jurisdiction   (Commission File Number)   (IRS Employer
of Incorporation)       Identification No.)

 

400 West Cesar Chavez, Austin, TX   78701
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (512) 416-8500

 

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 (see General Instruction A.2. below):

 

¨ 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 Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange
on which registered
Common Stock, $0.0001 par value   SLAB   The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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 Securities Exchange Act of 1934. ¨

 

 

 

 


 

Item 2.02. Results of Operations and Financial Condition

 

On October 26, 2022, Silicon Laboratories Inc. (“Silicon Laboratories”) issued a press release describing its results of operations for its fiscal quarter ended October 1, 2022. A copy of the press release is attached as Exhibit 99 to this report.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

99 Press Release of Silicon Laboratories Inc. dated October 26, 2022
   
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

Use of Non-GAAP Financial Information

 

From time to time, Silicon Laboratories provides certain non-GAAP financial measures as additional information relating to its operating results. The non-GAAP financial measurements provided in the press release furnished herewith do not replace the presentation of Silicon Laboratories’ GAAP financial results. These additional measurements merely provide supplemental information to assist investors in analyzing Silicon Laboratories’ financial position and results of operations; however, these measures are not in accordance with, or an alternative to, GAAP and may be different from non-GAAP measures used by other companies.

 

Non-GAAP financial measures used by Silicon Laboratories include non-GAAP gross margin, non-GAAP research and development expense, non-GAAP selling, general and administrative expense, non-GAAP operating income, non-GAAP interest expense, non-GAAP tax expense, non-GAAP net income and non-GAAP diluted earnings per share. Silicon Laboratories has chosen to provide this information to investors because it believes that such supplemental information enables them to perform meaningful comparisons of past, present and future operating results, and as a means to highlight the results of core ongoing operations.

 

Non-GAAP financial measures are adjusted by the following items:

 

  · Stock compensation expense – represents charges for employee stock awards issued under Silicon Laboratories’ stock-based compensation plans. Stock compensation expense is excluded from non-GAAP financial measures because it is a non-cash expense, and excluding such expense provides meaningful supplemental information regarding core ongoing operations.

 

  · Intangible asset amortization – primarily represents charges for the amortization of intangibles assets, such as core and developed technology, customer relationships and trademarks, acquired in connection with business combinations. Intangible asset amortization is excluded from non-GAAP financial measures because it is a non-cash expense, and excluding such expense provides meaningful supplemental information regarding core ongoing operations.

 

  · Acquisition and disposition related items – primarily including the following: charges for the fair value write-up associated with inventory acquired; adjustments to the fair value of acquisition-related contingent consideration; and acquisition-related costs of a business combination or disposition-related costs of a business divestiture, such as costs for attorneys, investment bankers, accountants and other third party service providers. Acquisition and disposition related items are excluded from non-GAAP financial measures because excluding such amounts provides meaningful supplemental information regarding core ongoing operations.

 

  · Termination costs, impairments and fair value adjustments – primarily include costs associated with certain employee terminations, asset impairments and fair value adjustments resulting from observable price changes. Termination costs, impairments and fair value adjustments are excluded from non-GAAP financial measures because excluding such amounts provides meaningful supplemental information regarding core ongoing operations.

 

 


 

  · Equity-method investment adjustments – primarily include the Company’s proportionate share of gains and/or losses from investments accounted for by the equity method of accounting. Equity-method investment adjustments are excluded from non-GAAP financial measures because these generally are non-cash, non-operating activity during the period of adjustment, relate to activity in entities outside those of Silicon Labs, and excluding such expense/gain provides meaningful supplemental information regarding core operations.

 

  · Interest expense adjustments – represents losses on the extinguishment of convertible debt and losses on the termination of interest rate swap agreements. Such amounts are excluded from non-GAAP financial measures because they are non-cash expenses and/or excluding such amounts provides meaningful supplemental information regarding core ongoing operations.

 

  · Income tax adjustments – primarily include the following: the current and deferred income tax effects of the above non-GAAP adjustments; other indirect impacts of excluding stock-based compensation; and the income tax impact of certain intercompany license arrangements for technology acquired in business combinations. Income tax adjustments are excluded from non-GAAP financial measures because excluding such amounts provides meaningful supplemental information regarding core ongoing operations.

 

Pursuant to the requirements of Regulation G, we have provided in the press release furnished with this report a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures.

 

The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section.  The information contained therein and in the accompanying exhibit shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by Silicon Laboratories, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

 


 

SIGNATURE

 

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.

 

    SILICON LABORATORIES INC.  
     
October 26, 2022   /s/ John C. Hollister
Date   John C. Hollister
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)  

 

 

 

EX-99 2 tm2228840d1_ex99.htm EXHIBIT 99

Exhibit 99

 

 

 

Silicon Labs Grows Revenue 46% in Third Quarter 2022

 

IoT leader remains well-positioned for long-term growth amid an uncertain macroeconomic environment

 

AUSTIN, Texas – October 26, 2022 – Silicon Labs (NASDAQ: SLAB), a leader in secure, intelligent wireless technology for a more connected world, reported robust financial results for the third quarter, which ended October 1, 2022. Revenue met the midpoint of the guidance range at $270 million, up 3% sequentially and 46% year-on-year. Silicon Labs saw revenue growth across both its Industrial & Commercial and Home & Life businesses.

 

“Silicon Labs delivered another quarter of strong performance, generating record revenue and operating results ahead of model,” said Matt Johnson, President and Chief Executive Officer at Silicon Labs. “We continue to gain market share and achieve strong design win momentum. We remain confident in our ability to lead and scale in the IoT market despite an increasingly challenging macroeconomic environment.”

 

Third Quarter Financial Highlights

 

Revenue increased to $270 million, up 3% sequentially and 46% year-on-year
Industrial & Commercial revenue for the quarter was $146 million, up 56% year-on-year
Home & Life revenue for the quarter was $124 million, up 36% year-on-year
Gross margin of 61% was favorable due to product mix in the quarter

 

Results on a GAAP basis:

 

GAAP gross margin was 61%
GAAP R&D expenses were $85 million
GAAP SG&A expenses were $51 million
GAAP operating income as a percentage of revenue was 11%
GAAP diluted earnings per share were $0.60

 

Results on a non-GAAP basis, excluding the impact of stock compensation, amortization of acquired intangible assets, and certain other items as set forth in the below GAAP to Non-GAAP reconciliation tables were as follows:

 

Non-GAAP gross margin was 61%
Non-GAAP R&D expenses were $69 million
Non-GAAP SG&A expenses were $43 million

 

 


 

Non-GAAP operating income as a percentage of revenue was 20%
Non-GAAP diluted earnings per share were $1.21

 

Business Highlights

 

Hosted the third annual virtual Works With Conference, which drew more than 7,000 registrants from 1,600 unique companies signing up for 67,000 individual sessions. Works With is the premier developer conference for the IoT industry and brings together top technology brands, device manufacturers, industry alliances, designers, and ecosystem providers to build skills, share insights and lead the way toward a more unified wireless experience.

 

Announced several new products, including the expansion of the Series 2 SoC family:

 

Complete Matter development solutions providing support for Matter over Wi-Fi, Matter over Thread, Bluetooth Low Energy (LE) commissioning, and Matter bridges to Zigbee and Z-Wave, ahead of the Connectivity Standards Alliance release of Matter 1.0 on October 4.

 

The Silicon Labs Pro Kit for Amazon Sidewalk, the first end-to-end development platform for Amazon Sidewalk with complete connectivity support. The development kit offers differentiated security with Secure Vault™, sub-gigahertz (GHz) and Bluetooth LE connectivity, and the software and tools for Sidewalk device makers, designers, and developers to get to market faster.

 

The FG25 SoC and EFF01 Front End Module (FEM), a new flagship SoC and power amplifier for Wi-SUN, which, when used together, are designed to provide a sub-gigahertz (GHz) transmission range of up to 3 kilometers in dense urban environments with no data loss.

 

The SiWx917, Silicon Labs' first Wi-Fi 6 and Bluetooth LE SoC family, designed to be the lowest power, longest battery life Wi-Fi 6 and Bluetooth LE combination SoC in the industry.

 

Recognized for excellence as a supplier by three customers, a particularly notable achievement given the challenging supply environment:

 

Awarded Cisco’s Emerging Supplier of the Year, recognizing Silicon Labs for demonstrating excellence in all of Cisco’s core performance areas – quality, technology, flexibility, and productivity, and exceeding expectations to support the success of Cisco and its customers.

 

Named as a finalist for Acuity Brands’ Supplier of the Year award and commended for our strong partnership during a challenging year.

 

Named Collaborator of the Year and a Supplier of the Year by Schneider Electric, marking our performance and close relationship

 

Held an official inauguration ceremony at Silicon Labs’ new, expanded office in Hyderabad, India. This will be Silicon Labs’ largest global center for engineering and wireless connectivity innovation.

 

 


 

Business Outlook

 

The company expects fourth-quarter revenue to be between $245 to $255 million. The company also estimates the following results:

 

On a GAAP basis:

 

GAAP gross margin of approximately 60%
GAAP operating expenses of approximately $132 million
GAAP effective tax rate of approximately 35%
GAAP diluted earnings per share between $0.35 to $0.45

 

On a non-GAAP basis, excluding the impact of stock compensation, amortization of acquired intangible assets, and certain other items as set forth in the reconciliation tables:

 

Non-GAAP gross margin of approximately 60%
Non-GAAP operating expenses of approximately $109 million
Non-GAAP effective tax rate of approximately 25%
Non-GAAP diluted earnings per share between $0.93 to $1.03

 

Earnings Webcast and Conference Call

 

Silicon Labs will host an earnings conference call to discuss the quarterly results and answer questions at 7:30 am CDT today. An audio webcast will be available on Silicon Labs' website (www.silabs.com) under Investor Relations. In addition, the company will post an audio recording of the event at silabs.com/investors and make a replay available through November 2, 2022, online or by calling (877) 344-7529 (US) or (412) 317-0088 (international) and entering access code 3274420.

 

About Silicon Labs

 

Silicon Labs (NASDAQ: SLAB) is a leader in secure, intelligent wireless technology for a more connected world. Our integrated hardware and software platform, intuitive development tools, thriving ecosystem, and robust support make us an ideal long-term partner in building advanced industrial, commercial, home and life applications. We make it easy for developers to solve complex wireless challenges throughout the product lifecycle and get to market quickly with innovative solutions that transform industries, grow economies, and improve lives. silabs.com This press release contains forward-looking statements based on Silicon Labs’ current expectations.

 

 


 

Forward-Looking Statements

 

The words “believe”, “estimate”, “expect”, “intend”, “anticipate”, “plan”, “project”, “will”, and similar phrases as they relate to Silicon Labs are intended to identify such forward-looking statements. These forward-looking statements reflect the current views and assumptions of Silicon Labs and are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. Among the factors that could cause actual results to differ materially from those in the forward-looking statements are the following: the competitive and cyclical nature of the semiconductor industry; the challenging macroeconomic environment; geographic concentration of manufacturers, assemblers, test service providers and customers in Asia that subjects Silicon Labs’ business and results of operations to risks of natural disasters, epidemics or pandemics, war and political unrest; risks that demand and the supply chain may be adversely affected by military conflict (including between Russia and Ukraine), terrorism, sanctions or other geopolitical events globally; risks that Silicon Labs may not be able to maintain its historical growth; quarterly fluctuations in revenues and operating results; difficulties developing new products that achieve market acceptance; risks associated with international activities (including trade barriers, particularly with respect to China); intellectual property litigation risks; risks associated with acquisitions and divestitures; product liability risks; difficulties managing and/or obtaining sufficient supply from Silicon Labs’ distributors, manufacturers and subcontractors; dependence on a limited number of products; absence of long-term commitments from customers; inventory-related risks; difficulties managing international activities; risks that Silicon Labs may not be able to manage strains associated with its growth; credit risks associated with its accounts receivable; dependence on key personnel; stock price volatility the impact of COVID-19 on the U.S. and global economy; debt-related risks; capital-raising risks; the timing and scope of share repurchases and/or dividends; average selling prices of products may decrease significantly and rapidly; information technology risks; cyber-attacks against Silicon Labs’ products and its networks and other factors that are detailed in the SEC filings of Silicon Laboratories Inc. Silicon Labs disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. References in this press release to Silicon Labs shall mean Silicon Laboratories Inc.

 

Note to editors: Silicon Laboratories, Silicon Labs, the “S” symbol, and the Silicon Labs logo are trademarks of Silicon Laboratories Inc. All other product names noted herein may be trademarks of their respective holders.

 

CONTACT: Thomas Haws, Investor Relations Manager, (512) 416-8500, investor.relations@silabs.com

 

 


 

Silicon Laboratories Inc. 

Condensed Consolidated Statements of Income 

(In thousands, except per share data) 

(Unaudited)

 

    Three Months Ended     Nine Months Ended  
    October 1,
2022
    October 2,
2021
    October 1,
2022
    October 2,
2021
 
Revenues   $ 269,817     $ 184,831     $ 766,781     $ 512,180  
Cost of revenues     104,232       75,322       281,521       214,619  
Gross profit     165,585       109,509       485,260       297,561  
Operating expenses:                                
Research and development     84,624       72,656       245,677       201,503  
Selling, general and administrative     50,738       46,128       144,398       131,535  
Operating expenses     135,362       118,784       390,075       333,038  
Operating income (loss)     30,223       (9,275 )     95,185       (35,477 )
Other income (expense):                                
Interest income and other, net     4,672       1,476       9,616       3,100  
Interest expense     (1,527 )     (6,595 )     (4,874 )     (24,405 )
Income (loss) from continuing operations before income taxes     33,368       (14,394 )     99,927       (56,782 )
Provision for income taxes     14,188       9,386       36,871       12,543  
Equity-method earnings     1,819       4,040       2,985       5,938  
Income (loss) from continuing operations     20,999       (19,740 )     66,041       (63,387 )
Income from discontinued operations, net of income taxes     --       2,106,796       --       2,183,884  
                                 
Net income   $ 20,999     $ 2,087,056     $ 66,041     $ 2,120,497  
                                 
Basic earnings (loss) per share:                                
Continuing operations   $ 0.62     $ (0.45 )   $ 1.84     $ (1.44 )
Net income   $ 0.62     $ 48.11     $ 1.84     $ 48.08  
                                 
Diluted earnings (loss) per share:                                
Continuing operations   $ 0.60     $ (0.45 )   $ 1.79     $ (1.44 )
Net income   $ 0.60     $ 46.76     $ 1.79     $ 46.71  
                                 
Weighted-average common shares outstanding:                                
Basic     34,079       43,385       35,935       44,103  
Diluted     34,779       44,634       36,968       45,394  

 

 


 

Non-GAAP Financial Measurements

 

In addition to the GAAP results provided throughout this document, Silicon Labs has provided non-GAAP financial measurements on a basis excluding non-cash and other charges and benefits. Details of these excluded items are presented in the tables below, which reconcile the GAAP results to non-GAAP financial measurements.

 

The non-GAAP financial measurements do not replace the presentation of Silicon Labs’ GAAP financial results. These measurements provide supplemental information to assist management and investors in analyzing Silicon Labs’ financial position and results of operations. Silicon Labs has chosen to provide this information to investors to enable them to perform meaningful comparisons of past, present and future operating results and as a means to emphasize the results of core on-going operations.

 

Unaudited Reconciliation of GAAP to Non-GAAP Financial Measures

(In thousands, except per share data)

 

   

Three Months Ended

October 1, 2022

 
Non-GAAP Income Statement Items  

GAAP

Measure

   

GAAP

Percent of
Revenue

    Stock
Compensation
Expense
    Intangible
Asset
Amortization
   

Non-
GAAP

Measure

   

Non-GAAP

Percent of
Revenue

 
Revenues   $ 269,817                                          
Gross profit     165,585       61.4 %   $ 288     $ --     $ 165,873       61.5 %
Research and development     84,624       31.4 %     8,788       7,305       68,531       25.4 %
Selling, general and administrative     50,738       18.8 %     6,874       829       43,035       15.9 %
Operating income     30,223       11.2 %     15,950       8,134       54,307       20.1 %

 

   

Three Months Ended

October 1, 2022

 
Non-GAAP Earnings Per Share  

GAAP

Measure

   

Stock

Compensation
Expense*

    Intangible
Asset
Amortization*
   

Equity-Method

Investment
Adjustments*

   

Income

Tax

Adjustments

   

Non-

GAAP

Measure

 
Net income   $ 20,999     $ 15,950     $ 8,134     $ (1,819 )   $ (1,052 )   $ 42,212  
Diluted shares outstanding     34,779                                       34,779  
Diluted earnings per share   $ 0.60                                     $ 1.21  

 

* Represents pre-tax amounts

 

 


 

Unaudited Forward-Looking Statements Regarding Business Outlook

(In millions, except per share data)

 

Business Outlook  

Three Months Ending

December 31, 2022

 
   

GAAP

Measure

   

Non-GAAP

Adjustments*

   

Non-GAAP

Measure

 
Gross margin     60 %     0 %     60 %
Operating expenses   $ 132     $ (23 )   $ 109  
Effective tax rate     35 %     (10 )%     25 %
Diluted earnings per share - low   $ 0.35     $ 0.58     $ 0.93  
Diluted earnings per share - high   $ 0.45     $ 0.58     $ 1.03  

 

* Non-GAAP adjustments include the following estimates: stock compensation expense of $16.9 million, intangible asset amortization of $6.7 million, and the associated tax impact from the aforementioned items.

 

 


 

Silicon Laboratories Inc.

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

(Unaudited)

 

   

October 1,

2022

    January 1,
2022
 
Assets                
Current assets:                
Cash and cash equivalents   $ 483,277     $ 1,074,623  
Short-term investments     893,131       964,582  
Accounts receivable, net     76,672       98,313  
Inventories     88,447       49,307  
Prepaid expenses and other current assets     84,109       51,748  
Total current assets     1,625,636       2,238,573  
Property and equipment, net     151,610       146,516  
Goodwill     376,389       376,389  
Other intangible assets, net     91,650       118,978  
Other assets, net     91,012       77,839  
Total assets   $ 2,336,297     $ 2,958,295  
                 
Liabilities and Stockholders’ Equity                
Current liabilities:                
Accounts payable   $ 81,676     $ 47,327  
Current portion of convertible debt, net     --       450,599  
Deferred revenue and returns liability     11,705       13,849  
Other current liabilities     112,320       157,052  
Total current liabilities     205,701       668,827  
Convertible debt, net     529,062       --  
Other non-current liabilities     49,890       77,044  
Total liabilities     784,653       745,871  
Commitments and contingencies                
Stockholders’ equity:                
Preferred stock – $0.0001 par value; 10,000 shares authorized; no shares issued     --       --  
Common stock – $0.0001 par value; 250,000 shares authorized; 33,530 and 38,481 shares issued and outstanding at October 1, 2022 and January 1, 2022, respectively     3       4  
Retained earnings     1,568,108       2,214,839  
Accumulated other comprehensive loss     (16,467 )     (2,419 )
Total stockholders’ equity     1,551,644       2,212,424  
Total liabilities and stockholders’ equity   $ 2,336,297     $ 2,958,295  

 

 


 

Silicon Laboratories Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

    Nine Months Ended  
   

October 1,

2022

    October 2,
2021
 
Operating Activities                
Net income   $ 66,041     $ 2,120,497  
Adjustments to reconcile net income to net cash provided by operating activities of continuing operations:                
Income from discontinued operations, net of income taxes     --       (2,183,884 )
Depreciation of property and equipment     16,514       12,925  
Amortization of other intangible assets     27,328       33,971  
Amortization of debt discount and debt issuance costs     1,492       17,278  
Loss on extinguishment of convertible debt     3       3,370  
Stock-based compensation expense     43,213       36,916  
Equity-method earnings     (2,985 )     (5,938 )
Deferred income taxes     (13,126 )     (3,132 )
Changes in operating assets and liabilities:                
Accounts receivable     21,641       22,573  
Inventories     (39,100 )     (11,320 )
Prepaid expenses and other assets     (28,404 )     33,536  
Accounts payable     26,694       (4,522 )
Other current liabilities and income taxes     17,962       (10,981 )
Deferred revenue and returns liability     (2,144 )     (1,657 )
Other non-current liabilities     (7,713 )     (11,388 )
Net cash provided by operating activities of continuing operations     127,416       48,244  
                 
Investing Activities                
Purchases of marketable securities     (579,507 )     (1,212,572 )
Sales of marketable securities     42,952       194,492  
Maturities of marketable securities     597,399       173,924  
Purchases of property and equipment     (20,057 )     (19,468 )
Purchases of other assets     --       (578 )
Net cash provided by (used in) investing activities of continuing operations     40,787       (864,202 )
                 
Financing Activities                
Payments on debt     (21 )     (140,572 )
Repurchases of common stock     (681,695 )     (688,373 )
Payment of taxes withheld for vested stock awards     (14,732 )     (21,393 )
Proceeds from the issuance of common stock     6,366       8,619  
Net cash used in financing activities of continuing operations     (690,082 )     (841,719 )
                 
Discontinued Operations                
Operating activities     (69,467 )     69,685  
Investing activities     --       2,747,684  
Net cash provided by (used in) discontinued operations     (69,467 )     2,817,369  
                 
Increase (decrease) in cash and cash equivalents     (591,346 )     1,159,692  
Cash and cash equivalents at beginning of period     1,074,623       202,720  
Cash and cash equivalents at end of period   $ 483,277     $ 1,362,412