シリコンラボラトリーズの適時開示・決算・その他

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): February 1, 2023

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 February 1, 2023, Silicon Laboratories Inc. (“Silicon Laboratories”) issued a press release describing its results of operations for its fiscal quarter ended December 31, 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 February 1, 2023

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 and other adjustments – primarily include costs associated with certain employee terminations, asset impairments, fair value adjustments resulting from observable price changes and other non-cash adjustments. Termination costs, impairments, and fair value and other 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.

February 1, 2023		/s/ John C. Hollister
Date		John C. Hollister Senior Vice President and Chief Financial Officer (Principal Financial Officer)

EX-99 2 tm235023d1_ex99.htm EXHIBIT 99

Exhibit 99

Silicon Labs Reports Fourth Quarter and Full Year 2022 Results

IoT leader doubles revenue in two years to more than $1 billion

AUSTIN, Texas – February 1, 2023 – Silicon Labs (NASDAQ: SLAB), a leader in secure, intelligent wireless technology for a more connected world, reported financial results for the fourth quarter, which ended December 31, 2022. Revenue exceeded the top end of the guidance range at $257 million, up 23% year-on-year. Silicon Labs saw full-year revenue growth across both its Industrial & Commercial and Home & Life product groups.

“We are incredibly proud of our team’s execution in doubling our organic revenue in two years to more than $1 billion annually, while at the same time increasing our design wins by 120%,” said Matt Johnson, President and Chief Executive Officer at Silicon Labs. “The strength of our opportunity funnel and design win pipeline gives us confidence in our ability to continue expanding our leadership position in IoT while navigating the current economic uncertainty.”

Fourth Quarter Financial Highlights

Revenue was $257 million, up 23% year-on-year

Industrial & Commercial revenue for the quarter was $157 million, up 36% year-on-year

Home & Life revenue for the quarter was $100 million, up 8% year-on-year

Gross margin of 61% was favorable due to strong product, pricing, and customer mix in the quarter

Results on a GAAP basis:

GAAP gross margin was 61%

GAAP R&D expenses were $87 million

GAAP SG&A expenses were $47 million

GAAP operating income as a percentage of revenue was 9%

GAAP diluted earnings per share were $0.76

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 $70 million

Non-GAAP SG&A expenses were $39 million

Non-GAAP operating income as a percentage of revenue was 19%

Non-GAAP diluted earnings per share were $1.31

Business Highlights

The Connectivity Standards Alliance (CSA) announced the release of Matter 1.0, the application layer protocol developed specifically to address device interoperability within the smart home. Silicon Labs is the leading semiconductor company code contributor to Matter, and as of the end of 2022, claims 86% of Matter over Thread’s industry certifications. Silicon Labs has become a one-stop resource for Matter devices, border routers, and bridges so developers can easily bridge Matter to other IoT development platforms like Wi-Fi, Zigbee, Thread, and Z-Wave while leveraging their experience with Silicon Labs’ hardware and tools.

Silicon Labs President and CEO Matt Johnson was elected Chair of the Semiconductor Industry Association (SIA) Board of Directors. SIA represents 99% of the U.S. semiconductor industry by revenue and nearly two-thirds of non-U.S. chip firms.

Completed the buyback of $200 million of the company’s shares in the quarter, resulting in the retirement of 1.6 million shares and bringing the total share repurchase activity since the announcement of the divestiture in April 2021 to more than $2 billion, retiring more than 25% of the then outstanding shares.

Business Outlook

The company expects first-quarter revenue to be between $242 to $252 million. The company also estimates the following results:

On a GAAP basis:

GAAP gross margin of approximately 63%

GAAP operating expenses of approximately $139 million

GAAP effective tax rate of approximately 31%

GAAP diluted earnings per share between $0.36 to $0.46

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 63%

Non-GAAP operating expenses of approximately $111 million

Non-GAAP effective tax rate of approximately 23%

Non-GAAP diluted earnings per share between $1.07 to $1.17

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 March 1, 2023, online or by calling (877) 344-7529 (US) or (412) 317-0088 (international) and entering access code 2355666.

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 (including conflict between Taiwan and China); 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 Operations

(In thousands, except per share data)

(Unaudited)

	Three Months Ended						Year Ended
	December 31, 2022			January 1, 2022			December 31, 2022			January 1, 2022
Revenues	$	257,325		$	208,680		$	1,024,106		$	720,860
Cost of revenues		100,028			80,849			381,549			295,468
Gross profit		157,297			127,831			642,557			425,392
Operating expenses:
Research and development		86,649			71,705			332,326			273,208
Selling, general and administrative		46,573			53,487			190,971			185,022
Operating expenses		133,222			125,192			523,297			458,230
Operating income (loss)		24,075			2,639			119,260			(32,838	)
Other income (expense):
Interest income and other, net		4,299			2,595			13,915			5,696
Interest expense		(1,849	)		(6,628	)		(6,723	)		(31,033	)
Income (loss) from continuing operations before income taxes		26,525			(1,394	)		126,452			(58,175	)
Provision for income taxes		1,579			884			38,450			13,427
Equity-method earnings		415			7,791			3,400			13,728
Income (loss) from continuing operations		25,361			5,513			91,402			(57,874	)
Income (loss) from discontinued operations, net of income taxes		--			(8,611	)		--			2,175,273

Net income (loss)	$	25,361		$	(3,098	)	$	91,402		$	2,117,399

Basic earnings (loss) per share:
Continuing operations	$	0.78		$	0.14		$	2.61		$	(1.35	)
Net income	$	0.78		$	(0.08	)	$	2.61		$	49.44

Diluted earnings (loss) per share:
Continuing operations	$	0.76		$	0.13		$	2.54		$	(1.35	)
Net income	$	0.76		$	(0.08	)	$	2.54		$	47.78

Weighted-average common shares outstanding:
Basic		32,542			38,965			35,086			42,830
Diluted		33,265			41,031			36,042			44,315

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 December 31, 2022
Non-GAAP Income Statement Items	GAAP Measure		GAAP Percent of Revenue			Stock Compensation Expense		Intangible Asset Amortization		Termination Costs & Other			Non- GAAP Measure		Non-GAAP Percent of Revenue
Revenues	$	257,325

Gross profit		157,297		61.1	%	$	318	$	--	$	--		$	157,615		61.3	%

Research and development		86,649		33.7	%		9,378		6,724		873			69,674		27.1	%

Selling, general and administrative		46,573		18.1	%		7,601		19		(279	)		39,232		15.2	%

Operating income		24,075		9.4	%		17,297		6,743		594			48,709		18.9	%

	Three Months Ended December 31, 2022
Non-GAAP Earnings Per Share	GAAP Measure		Stock Compensation Expense*		Intangible Asset Amortization*		Termination Costs & Other*		Equity-Method Investment Adjustments*			Income Tax Adjustments			Non- GAAP Measure
Net income	$	25,361	$	17,297	$	6,743	$	594	$	(414	)	$	(6,047	)	$	43,534

Diluted shares outstanding		33,265														33,265

Diluted earnings per share	$	0.76													$	1.31

* Represents pre-tax amounts

Unaudited Forward-Looking Statements Regarding Business Outlook

(In millions, except per share data)

	Three Months Ending April 1, 2023
Business Outlook	GAAP Measure			Non-GAAP Adjustments**			Non-GAAP Measure
Gross margin		63	%		0	%		63	%

Operating expenses	$	139		$	(28	)	$	111

Effective tax rate		31	%		(8	)%		23	%

Diluted earnings per share - low	$	0.36		$	0.71		$	1.07

Diluted earnings per share - high	$	0.46		$	0.71		$	1.17

** Non-GAAP adjustments include the following estimates: stock compensation expense of $16.6 million, intangible asset amortization of $6.5 million, termination costs of $5.4 million, and the associated tax impact from the aforementioned items.

Silicon Laboratories Inc.

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

(Unaudited)

	December 31, 2022			January 1, 2022
Assets
Current assets:
Cash and cash equivalents	$	499,915		$	1,074,623
Short-term investments		692,024			964,582
Accounts receivable, net		71,437			98,313
Inventories		100,417			49,307
Prepaid expenses and other current assets		97,570			51,748
Total current assets		1,461,363			2,238,573
Property and equipment, net		152,016			146,516
Goodwill		376,389			376,389
Other intangible assets, net		84,907			118,978
Other assets, net		94,753			77,839
Total assets	$	2,169,428		$	2,958,295

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	89,860		$	47,327
Current portion of convertible debt, net		--			450,599
Deferred revenue and returns liability		6,780			13,849
Other current liabilities		89,136			157,052
Total current liabilities		185,776			668,827
Convertible debt, net		529,573			--
Other non-current liabilities		49,071			77,044
Total liabilities		764,420			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; 31,994 and 38,481 shares issued and outstanding at December 31, 2022 and January 1, 2022, respectively		3			4
Retained earnings		1,415,693			2,214,839
Accumulated other comprehensive loss		(10,688	)		(2,419	)
Total stockholders’ equity		1,405,008			2,212,424
Total liabilities and stockholders’ equity	$	2,169,428		$	2,958,295

Silicon Laboratories Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Year Ended
	December 31, 2022			January 1, 2022
Operating Activities
Net income	$	91,402		$	2,117,399
Adjustments to reconcile net income to net cash provided by (used in) operating activities of continuing operations:
Income from discontinued operations, net of income taxes		--			(2,175,273	)
Depreciation of property and equipment		22,524			18,051
Amortization of other intangible assets		34,071			44,505
Amortization of debt discount and debt issuance costs		2,003			22,767
Loss on extinguishment of convertible debt		3			3,370
Stock-based compensation expense		60,510			56,842
Equity-method earnings		(3,400	)		(13,728	)
Deferred income taxes		(18,240	)		(3,414	)
Changes in operating assets and liabilities:
Accounts receivable		26,876			(3,144	)
Inventories		(51,044	)		(1,510	)
Prepaid expenses and other assets		(31,240	)		44,664
Accounts payable		36,797			(7,704	)
Other current liabilities and income taxes		(12,738	)		2,109
Deferred revenue and returns liability		(7,069	)		863
Other non-current liabilities		(9,181	)		(14,599	)
Net cash provided by operating activities of continuing operations		141,274			91,198
Investing Activities
Purchases of marketable securities		(607,237	)		(1,541,971	)
Sales of marketable securities		223,354			250,075
Maturities of marketable securities		650,946			844,966
Purchases of property and equipment		(26,525	)		(28,577	)
Purchases of other assets		--			(1,158	)
Net cash provided by (used in) investing activities of continuing operations		240,538			(476,665	)
Financing Activities
Payments on debt		(21	)		(140,572	)
Repurchases of common stock		(883,424	)		(1,150,044	)
Payment of taxes withheld for vested stock awards		(15,387	)		(22,239	)
Proceeds from the issuance of common stock		11,779			14,183
Net cash used in financing activities of continuing operations		(887,053	)		(1,298,672	)
Discontinued Operations
Operating activities		(69,467	)		(191,642	)
Investing activities		--			2,747,684
Net cash provided by (used in) discontinued operations		(69,467	)		2,556,042
Increase (decrease) in cash and cash equivalents		(574,708	)		871,903
Cash and cash equivalents at beginning of period		1,074,623			202,720
Cash and cash equivalents at end of period	$	499,915		$	1,074,623