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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): July 26, 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 July 26, 2023, Silicon Laboratories Inc. (“Silicon Laboratories”) issued a press release announcing its results of operations for its fiscal quarter ended July 1, 2023. 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 July 26, 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.
     
July 26, 2023   /s/ John C. Hollister
Date   John C. Hollister
    Senior Vice President and
    Chief Financial Officer
    (Principal Financial Officer)

 

 

 

 

Exhibit 99

 

 

Silicon Labs Reports Second Quarter 2023 Results

 

IoT leader delivers solid results with record revenue in Industrial & Commercial

 

AUSTIN, Texas – July 26, 2023 – Silicon Labs (NASDAQ: SLAB), a leader in secure, intelligent wireless technology for a more connected world, reported financial results for the second quarter, which ended July 1, 2023. Revenue exceeded the mid-point of the guidance range at $245 million, driven by strength across the Industrial & Commercial end markets.

 

“We delivered solid results in the second quarter, with record revenue in our Industrial & Commercial business,” said Matt Johnson, President and Chief Executive Officer at Silicon Labs. “The strength in Industrial & Commercial was offset by a decline in our Home & Life business as weak demand and excess customer inventory continue to impact our results. Despite the challenging near-term outlook, we continue to drive strong design win momentum with our leading platform, products, and broad customer base. As the market stabilizes, we are well-positioned to gain share and drive long-term revenue growth.”

 

Second Quarter Financial Highlights

 

·Revenue was $245 million, in-line with guidance
·Industrial & Commercial revenue for the quarter was $165 million
·Home & Life revenue for the quarter was $80 million

 

Results on a GAAP basis:

 

·GAAP gross margin was 58.7%
·GAAP R&D expenses were $86 million
·GAAP SG&A expenses were $41 million
·GAAP operating income as a percentage of revenue was 7%
·GAAP diluted earnings per share were $0.33

 

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 58.9%
·Non-GAAP R&D expenses were $70 million
·Non-GAAP SG&A expenses were $35 million
·Non-GAAP operating income as a percentage of revenue was 16%
·Non-GAAP diluted earnings per share were $1.04

 

 

 

 

Business Highlights

 

·Announced the new dual-band FG28 SoC, designed for long-range networks and protocols like Amazon Sidewalk, Wi-SUN, and other proprietary protocols. The FG28 includes radios for sub-Gigahertz (Ghz) and 2.4 Ghz Bluetooth LE, making it particularly attractive for edge applications in growth areas like smart agriculture, smart cities, and neighborhood networks. The built-in AI/ML accelerator is a first for a sub-Ghz SoC, bringing AI/ML to the edge.

 

·Opened registration for its fourth annual Works With Conference, which attracts over 8,000 IoT developers every year. The free virtual conference will be held on August 22nd and 23rd and will feature over 40 in-depth technical sessions covering every major IoT protocol and ecosystem. Taught by Silicon Labs engineers and other industry experts, the sessions are designed to demystify, simplify, and accelerate the development of IoT products. CEO Matt Johnson will share a sneak peek of Silicon Labs' next-generation Series 3 platform in the conference's opening keynote.

 

·Finalized the redemption process on its 2025 convertible notes. The company funded the $535 million par value of the notes in cash. The in-the-money component of the converted notes was settled with the issuance of approximately 0.9 million shares. The company also executed approximately $184 million in additional stock repurchases in the quarter, retiring approximately 1.3 million shares. On July 20th, the company’s board of directors authorized an incremental $100 million to its existing authorization for the repurchase of the company’s common stock, bringing the total remaining amount authorized through the end of 2023 to approximately $116 million.

 

·Held the grand opening of the Silicon Labs Connectivity Lab in our Boston site, an event attended by top customers and partners. The Connectivity Lab simulates a modern Smart Home, with a range of IoT devices, applications, ecosystems, and networks. It offers developers an ideal environment to test their Matter prototypes operating within real-world scenarios across a variety of protocols and device brands.

 

Business Outlook

 

The company expects third-quarter revenue to be between $190 to $210 million. The company also estimates the following results:

 

On a GAAP basis:

 

·GAAP gross margin to be 59%
·GAAP operating expenses of approximately $120 million
·GAAP diluted earnings (loss) per share between $(0.08) to $0.20

 

 

 

 

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 to be 59%
·Non-GAAP operating expenses of approximately $95 million
·Non-GAAP diluted earnings per share between $0.45 to $0.73

 

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 August 26, 2023, online or by calling (877) 344-7529 (US) or (412) 317-0088 (international) and entering access code 1518188.

 

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

 

 

 

 

Forward-Looking Statements

 

This press release contains forward-looking statements based on Silicon Labs’ current expectations. 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, including disruptions in the financial services industry; 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 Income

(In thousands, except per share data)

(Unaudited)

 

   Three Months Ended   Six Months Ended 
   July 1, 2023   July 2, 2022   July 1, 2023   July 2, 2022 
Revenues  $244,866   $263,150   $491,653   $496,964 
Cost of revenues   101,091    99,247    194,018    177,289 
Gross profit   143,775    163,903    297,635    319,675 
Operating expenses:                    
   Research and development   85,902    83,511    175,298    161,053 
   Selling, general and administrative   40,706    49,013    85,597    93,660 
Operating expenses   126,608    132,524    260,895    254,713 
Operating income   17,167    31,379    36,740    64,962 
Other income (expense):                    
   Interest income and other, net   7,780    3,445    12,616    4,944 
   Interest expense   (1,596)   (1,667)   (3,252)   (3,347)
Income before income taxes   23,351    33,157    46,104    66,559 
Provision for income taxes   12,338    10,994    20,091    22,683 
Equity-method earnings (loss)   (57)   (28)   (1,090)   1,166 
Net income  $10,956   $22,135   $24,923   $45,042 
                     
Earnings per share:                    
   Basic  $0.35   $0.62   $0.78   $1.22 
   Diluted  $0.33   $0.60   $0.75   $1.18 
                     
Weighted-average common shares outstanding:                    
   Basic   31,614    35,722    31,786    36,862 
   Diluted   32,926    36,604    33,339    38,063 

 

 

 

 

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 July 1, 2023  
Non-GAAP Income Statement Items   GAAP
Measure
    GAAP
Percent of
Revenue
    Stock
Compensation
Expense
    Intangible
Asset
Amortization
    Termination
Costs
    Non-GAAP
Measure
    Non-GAAP
Percent of
Revenue
 
Revenues   $ 244,866                                                  
                                                         
Gross profit     143,775       58.7 %   $ 283     $ --     $ 58     $ 144,116       58.9 %
                                                         
Research and development     85,902       35.1 %     8,813       6,375       1,157       69,557       28.4 %
                                                         
Selling, general and administrative     40,706       16.6 %     5,643       19       368       34,676       14.2 %
                                                         
Operating income     17,167       7.0 %     14,739       6,394       1,583       39,883       16.3 %

 

    Three Months Ended July 1, 2023  
Non-GAAP Earnings Per Share     GAAP
Measure
      Stock
Compensation
Expense*
      Intangible
Asset
Amortization*
      Termination
Costs*
      Equity-Method
Investment
Adjustments*
      Income Tax
Adjustments
      Non- GAAP
Measure
 
Net income   $ 10,956     $ 14,739     $ 6,394     $ 1,583     $ 57     $ 530     $ 34,259  
                                                         
Diluted shares outstanding     32,926                                               32,926  
                                                         
Diluted earnings per share   $ 0.33                                             $ 1.04  

 

* Represents pre-tax amounts

 

 

 

 

Unaudited Forward-Looking Statements Regarding Business Outlook

(In millions, except per share data)

 

    Three Months Ending September 30, 2023  
Business Outlook     GAAP
Measure
      Non-GAAP
Adjustments**
      Non-GAAP
Measure
 
Gross margin     59 %     0 %     59 %
                         
Operating expenses   $ 120     $ (25 )   $ 95  
                         
Diluted earnings (loss) per share - low   $ (0.08 )   $ 0.53     $ 0.45  
                         
Diluted earnings per share - high   $ 0.20     $ 0.53     $ 0.73  

 

** Non-GAAP adjustments include the following estimates: stock compensation expense of $18.7 million, intangible asset amortization of $6.3 million, termination costs of $0.3 million, and the associated tax impact from the aforementioned items.

 

 

 

 

Silicon Laboratories Inc.

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

(Unaudited)

 

    July 1, 2023     December 31, 2022  
Assets                
Current assets:                
   Cash and cash equivalents   $ 234,813     $ 499,915  
   Short-term investments     271,063       692,024  
   Accounts receivable, net     98,256       71,437  
   Inventories     145,523       100,417  
   Prepaid expenses and other current assets     71,322       97,570  
Total current assets     820,977       1,461,363  
Property and equipment, net     152,358       152,016  
Goodwill     376,389       376,389  
Other intangible assets, net     72,003       84,907  
Other assets, net     97,072       94,753  
Total assets   $ 1,518,799     $ 2,169,428  
                 
Liabilities and Stockholders’ Equity                
Current liabilities:                
   Accounts payable   $ 55,102     $ 89,860  
   Revolving line of credit     80,000       --  
   Deferred revenue and returns liability     11,105       6,780  
   Other current liabilities     72,339       89,136  
Total current liabilities     218,546       185,776  
Convertible debt, net     --       529,573  
Other non-current liabilities     41,356       49,071  
Total liabilities     259,902       764,420  
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; 31,861 and 31,994 shares issued and outstanding at July 1, 2023 and December 31, 2022, respectively     3       3  
   Retained earnings     1,262,984       1,415,693  
   Accumulated other comprehensive loss     (4,090 )     (10,688 )
Total stockholders’ equity     1,258,897       1,405,008  
Total liabilities and stockholders’ equity   $ 1,518,799     $ 2,169,428  

 

 

 

Silicon Laboratories Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

    Six Months Ended  
    July 1, 2023     July 2, 2022  
Operating Activities                
Net income   $ 24,923     $ 45,042  
Adjustments to reconcile net income to net cash provided by (used in) operating activities of continuing operations:                
   Depreciation of property and equipment     12,441       10,561  
   Amortization of other intangible assets     12,904       19,194  
   Amortization of debt issuance costs     960       994  
   Loss on extinguishment of convertible debt     --       3  
   Stock-based compensation expense     31,377       27,264  
   Equity-method (earnings) loss     1,090       (1,166 )
   Deferred income taxes     (6,403 )     (9,344 )
   Changes in operating assets and liabilities:                
      Accounts receivable     (26,819 )     26,207  
      Inventories     (45,064 )     (24,714 )
      Prepaid expenses and other assets     32,963       (25,286 )
      Accounts payable     (30,003 )     25,606  
      Other current liabilities and income taxes     (26,220 )     (3,418 )
      Deferred revenue and returns liability     4,326       (3,153 )
      Other non-current liabilities     (1,975 )     (4,416 )
Net cash provided by (used in) operating activities of continuing operations     (15,500 )     83,374  
                 
Investing Activities                
Purchases of marketable securities     (81,427 )     (554,267 )
Sales of marketable securities     339,555       27,404  
Maturities of marketable securities     171,691       511,296  
Purchases of property and equipment     (13,462 )     (12,322 )
Purchases of other assets     (215 )     --  
Net cash provided by (used in) investing activities of continuing operations     416,142       (27,889 )
                 
Financing Activities                
Proceeds from revolving line of credit     80,000       --  
Payments on debt     (536,124 )     (21 )
Repurchases of common stock     (201,095 )     (579,040 )
Payment of taxes withheld for vested stock awards     (16,310 )     (13,958 )
Proceeds from the issuance of common stock     7,785       6,365  
Net cash used in financing activities of continuing operations     (665,744 )     (586,654 )
                 
Discontinued Operations                
Operating activities     --       (38,604 )
Net cash used in discontinued operations     --       (38,604 )
                 
Decrease in cash and cash equivalents     (265,102 )     (569,773 )
Cash and cash equivalents at beginning of period     499,915       1,074,623  
Cash and cash equivalents at end of period   $ 234,813     $ 504,850