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, 2016
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) |
Registrants 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):
o 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))
Item 2.02. Results of Operations and Financial Condition
On October 26, 2016, Silicon Laboratories Inc. (Silicon Laboratories) issued a press release describing its results of operations for its fiscal quarter ended October 1, 2016. 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, 2016 |
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, non-GAAP selling, general and administrative, non-GAAP operating 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 exclusion of 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 related items primarily include 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 to effect a business combination, such as costs for attorneys, investment bankers, accountants and other third party service providers. Acquisition related items are excluded from non-GAAP financial measures because excluding such amounts provides meaningful supplemental information regarding core ongoing operations.
· Termination costs and impairments primarily include costs associated with certain employee terminations and asset impairments. Termination costs and impairments are excluded from non-GAAP financial measures because 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, 2016 |
|
/s/ John C. Hollister |
Date |
|
John C. Hollister |
EXHIBIT INDEX
Exhibit No. |
|
Description |
99 |
|
Press Release of Silicon Laboratories Inc. dated October 26, 2016 |
Exhibit 99
SILICON LABS ANNOUNCES RECORD REVENUE FOR THIRD QUARTER 2016
Exceeds Guidance on Revenue, Gross Margin and EPS
AUSTIN, Texas Oct. 26, 2016 Silicon Labs (NASDAQ: SLAB), a leading provider of silicon, software and solutions for a smarter, more connected world, today reported financial results for its third quarter ended October 1, 2016. Revenue in the third quarter established a new record, exceeding the high end of guidance at $178.1 million, up from $174.9 million in the second quarter. Third quarter GAAP and non-GAAP earnings per share (EPS) exceeded the high end of guidance at $0.47 and $0.77, respectively.
Third Quarter Financial Highlights
· IoT revenue established a new record, increasing to $81.5 million, or 6.2% sequentially.
· Infrastructure revenue established a new record, increasing to $38.3 million, or 7.5% sequentially, exclusive of $5 million of patent sale revenue in the second quarter.
· Broadcast increased to $40.7 million, or 7.1% sequentially.
· Access revenue declined to $17.5 million, or 10.0% sequentially.
On a GAAP basis:
· GAAP gross margin was 60.8%.
· GAAP R&D expenses were $48.4 million.
· GAAP SG&A expenses were $38.0 million.
· GAAP operating income as a percentage of revenue was 12.2%.
· GAAP diluted earnings per share were $0.47.
On a non-GAAP basis (results exclude the impact of stock compensation, amortization of acquired intangible assets and certain other items as set forth in the reconciliation tables below):
· Non-GAAP gross margin was 61.0%.
· Non-GAAP R&D expenses were $39.6 million.
· Non-GAAP SG&A expenses were $31.4 million.
· Non-GAAP operating income as a percentage of revenue was 21.1%.
· Non-GAAP diluted earnings per share were $0.77.
Product Highlights
· Acquired Micrium, the leading supplier of real-time operating system (RTOS) software for embedded computing, supporting more than 50 processor architectures and providing a commercial-grade RTOS solution across key embedded markets.
· Launched the MGM111 mesh networking module, leveraging Silicon Labs multiprotocol Mighty Gecko SoC, ZigBee® and Thread mesh protocol stacks, and Simplicity Studio development tools.
· Shipped more than 100 million ZigBee mesh networking devices worldwide to date, reaching a new milestone.
· Released a major update of the award-winning Simplicity Studio software development tools, giving IoT developers more capabilities and easier access to Silicon Labs full range of IoT products, including its latest multiprotocol wireless SoCs.
· Launched the CP2102N bridge device, a smaller, lower-power offering of Silicon Labs USBXpress family providing a highly integrated, turnkey solution for adding USB connectivity to embedded designs.
· Introduced the Si875x isolated gate drivers offering an innovative capability to transfer power across an integrated CMOS isolation barrier, and providing a replacement solution for antiquated electromechanical relays and optocoupler-based solid-state relays in switching applications.
· Launched the Si828x isolated gate driver family targeting industrial and green energy designs requiring state-of-the-art signal isolation technology with superior timing, lower emissions and higher reliability.
· Introduced the Si838x isolator family of high-speed, multi-channel digital isolation products designed to outperform and outlive legacy optocouplers in programmable logic controllers for factory automation.
Business Outlook
The company expects revenue in the fourth quarter to be in the range of $176 million to $181 million. Fourth quarter diluted earnings per share are expected to be between $0.30 and $0.36 on a GAAP basis, and between $0.62 and $0.68 on a non-GAAP basis.
We are delighted to report record revenue, including five percent sequential and 14 percent year-on-year growth in product revenue, said Tyson Tuttle, CEO of Silicon Labs. We are executing on our growth strategy targeting the IoT and Infrastructure markets, and are seeing our efforts translate into strong financial results.
Webcast and Conference Call
A conference call discussing the quarterly results will follow this press release at 7:30 a.m. Central time. An audio webcast will be available on Silicon Labs website (www.silabs.com) under Investor Relations. A replay will be available after the call at the same website listed above or by calling 1 (855) 859-2056 or (404) 537-3406 (international) and entering conference ID 83473959. The replay will be available through November 26, 2016.
About Silicon Labs
Silicon Labs (NASDAQ: SLAB) is a leading provider of silicon, software and solutions for the Internet of Things, Infrastructure, industrial automation, consumer and automotive markets. We solve the electronics industrys toughest problems, providing customers with significant advantages in performance, energy savings, connectivity and design simplicity. Backed by our world-class engineering teams with strong software and mixed-signal design expertise, Silicon Labs empowers developers with the tools and technologies they need to advance quickly and easily from initial idea to final product. www.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: 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; dependence on a limited number of products and customers; intellectual property litigation risks; risks associated with acquisitions and divestitures; product liability risks; difficulties managing our distributors, manufacturers and subcontractors; 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 our accounts receivable; dependence on key personnel; stock price volatility; 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, war and political unrest; debt-related risks; capital-raising risks; the competitive and cyclical nature of the semiconductor industry; average selling prices of products may decrease significantly and rapidly; information technology risks; cyber-attacks against our products and our networks; conflict mineral risks 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, the Silicon Labs logo, Simplicity Studio, and USBXpress are trademarks of Silicon Laboratories Inc. All other product names noted herein may be trademarks of their respective holders.
CONTACT: Jalene Hoover, +1 (512) 428-1610, Jalene.Hoover@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, |
|
October 3, |
|
October 1, |
|
October 3, |
| ||||
Revenues |
|
$ |
178,083 |
|
$ |
156,194 |
|
$ |
515,016 |
|
$ |
484,755 |
|
Cost of revenues |
|
69,880 |
|
62,759 |
|
202,988 |
|
197,523 |
| ||||
Gross margin |
|
108,203 |
|
93,435 |
|
312,028 |
|
287,232 |
| ||||
Operating expenses: |
|
|
|
|
|
|
|
|
| ||||
Research and development |
|
48,437 |
|
46,483 |
|
149,118 |
|
140,805 |
| ||||
Selling, general and administrative |
|
38,034 |
|
35,729 |
|
116,716 |
|
118,989 |
| ||||
Operating expenses |
|
86,471 |
|
82,212 |
|
265,834 |
|
259,794 |
| ||||
Operating income |
|
21,732 |
|
11,223 |
|
46,194 |
|
27,438 |
| ||||
Other income (expense): |
|
|
|
|
|
|
|
|
| ||||
Interest income |
|
331 |
|
186 |
|
880 |
|
544 |
| ||||
Interest expense |
|
(643 |
) |
(687 |
) |
(1,939 |
) |
(2,160 |
) | ||||
Other, net |
|
(58 |
) |
(280 |
) |
(431 |
) |
218 |
| ||||
Income before income taxes |
|
21,362 |
|
10,442 |
|
44,704 |
|
26,040 |
| ||||
Provision for income taxes |
|
1,344 |
|
467 |
|
3,319 |
|
2,112 |
| ||||
Net income |
|
$ |
20,018 |
|
$ |
9,975 |
|
$ |
41,385 |
|
$ |
23,928 |
|
|
|
|
|
|
|
|
|
|
| ||||
Earnings per share: |
|
|
|
|
|
|
|
|
| ||||
Basic |
|
$ |
0.48 |
|
$ |
0.24 |
|
$ |
0.99 |
|
$ |
0.56 |
|
Diluted |
|
$ |
0.47 |
|
$ |
0.23 |
|
$ |
0.98 |
|
$ |
0.55 |
|
|
|
|
|
|
|
|
|
|
| ||||
Weighted-average common shares outstanding: |
|
|
|
|
|
|
|
|
| ||||
Basic |
|
41,614 |
|
42,331 |
|
41,673 |
|
42,522 |
| ||||
Diluted |
|
42,307 |
|
42,795 |
|
42,263 |
|
43,135 |
|
Unaudited Reconciliation of GAAP to Non-GAAP Financial Measures
(In thousands, except per share data)
|
|
Three Months Ended |
| |||||||||||||||||||||
Non-GAAP Income |
|
GAAP |
|
GAAP |
|
Stock |
|
Intangible |
|
Acquisition |
|
Termination |
|
Non-GAAP |
|
Non-GAAP |
| |||||||
Revenues |
|
$ |
178,083 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Gross margin |
|
108,203 |
|
60.8 |
% |
$ |
272 |
|
$ |
130 |
|
$ |
|
|
$ |
|
|
$ |
108,605 |
|
61.0 |
% | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Research and development |
|
48,437 |
|
27.2 |
% |
4,580 |
|
4,257 |
|
|
|
|
|
39,600 |
|
22.2 |
% | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Selling, general and administrative |
|
38,034 |
|
21.4 |
% |
4,343 |
|
1,420 |
|
311 |
|
552 |
|
31,408 |
|
17.7 |
% | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Operating income |
|
21,732 |
|
12.2 |
% |
9,195 |
|
5,807 |
|
311 |
|
552 |
|
37,597 |
|
21.1 |
% | |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
|
|
Three Months Ended |
|
|
| |||||||||||||||||||
Non-GAAP |
|
GAAP |
|
Stock |
|
Intangible |
|
Acquisition |
|
Termination |
|
Income Tax |
|
Non-GAAP |
|
|
| |||||||
Net income |
|
$ |
20,018 |
|
$ |
9,195 |
|
$ |
5,807 |
|
$ |
311 |
|
$ |
552 |
|
$ |
(3,467 |
) |
$ |
32,416 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Diluted shares outstanding |
|
42,307 |
|
|
|
|
|
|
|
|
|
|
|
42,307 |
|
|
| |||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Diluted earnings per share |
|
$ |
0.47 |
|
|
|
|
|
|
|
|
|
|
|
$ |
0.77 |
|
|
| |||||
* Represents pre-tax amounts
Unaudited Forward-Looking Statements Regarding Business Outlook
|
|
Three Months Ending |
|
|
|
|
|
|
|
|
| ||||
Business Outlook |
|
High |
|
Low |
|
|
|
|
|
|
|
|
| ||
Estimated GAAP diluted earnings per share |
|
$ |
0.36 |
|
$ |
0.30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Estimated non-GAAP charges |
|
0.32 |
|
0.32 |
|
|
|
|
|
|
|
|
| ||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Estimated non-GAAP diluted earnings per share |
|
$ |
0.68 |
|
$ |
0.62 |
|
|
|
|
|
|
|
|
|
Silicon Laboratories Inc.
Condensed Consolidated Balance Sheets
(In thousands, except per share data)
(Unaudited)
|
|
October 1, |
|
January 2, |
| ||
Assets |
|
|
|
|
| ||
Current assets: |
|
|
|
|
| ||
Cash and cash equivalents |
|
$ |
148,195 |
|
$ |
114,085 |
|
Short-term investments |
|
131,139 |
|
128,901 |
| ||
Accounts receivable, net |
|
84,923 |
|
73,601 |
| ||
Inventories |
|
55,051 |
|
53,895 |
| ||
Prepaid expenses and other current assets |
|
49,087 |
|
52,658 |
| ||
Total current assets |
|
468,395 |
|
423,140 |
| ||
Long-term investments |
|
6,980 |
|
7,126 |
| ||
Property and equipment, net |
|
130,318 |
|
131,132 |
| ||
Goodwill |
|
272,722 |
|
272,722 |
| ||
Other intangible assets, net |
|
100,320 |
|
121,354 |
| ||
Other assets, net |
|
51,481 |
|
55,989 |
| ||
Total assets |
|
$ |
1,030,216 |
|
$ |
1,011,463 |
|
|
|
|
|
|
| ||
Liabilities and Stockholders Equity |
|
|
|
|
| ||
Current liabilities: |
|
|
|
|
| ||
Accounts payable |
|
$ |
39,591 |
|
$ |
42,127 |
|
Current portion of long-term debt |
|
|
|
10,000 |
| ||
Accrued expenses |
|
51,561 |
|
52,131 |
| ||
Deferred income on shipments to distributors |
|
47,057 |
|
35,448 |
| ||
Income taxes |
|
5,638 |
|
2,615 |
| ||
Total current liabilities |
|
143,847 |
|
142,321 |
| ||
Long-term debt |
|
72,500 |
|
67,500 |
| ||
Other non-current liabilities |
|
26,240 |
|
40,528 |
| ||
Total liabilities |
|
242,587 |
|
250,349 |
| ||
Commitments and contingencies |
|
|
|
|
| ||
Stockholders equity: |
|
|
|
|
| ||
Preferred stock $0.0001 par value; 10,000 shares authorized; no shares issued and outstanding |
|
|
|
|
| ||
Common stock $0.0001 par value; 250,000 shares authorized; 41,651 and 41,727 shares issued and outstanding at October 1, 2016 and January 2, 2016, respectively |
|
4 |
|
4 |
| ||
Additional paid-in capital |
|
6,344 |
|
13,868 |
| ||
Retained earnings |
|
781,890 |
|
747,749 |
| ||
Accumulated other comprehensive loss |
|
(609 |
) |
(507 |
) | ||
Total stockholders equity |
|
787,629 |
|
761,114 |
| ||
Total liabilities and stockholders equity |
|
$ |
1,030,216 |
|
$ |
1,011,463 |
|
Silicon Laboratories Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
|
|
Nine Months Ended |
| ||||
|
|
October 1, |
|
October 3, |
| ||
Operating Activities |
|
|
|
|
| ||
Net income |
|
$ |
41,385 |
|
$ |
23,928 |
|
Adjustments to reconcile net income to cash provided by operating activities: |
|
|
|
|
| ||
Depreciation of property and equipment |
|
9,912 |
|
9,293 |
| ||
Amortization of other intangible assets and other assets |
|
21,461 |
|
21,686 |
| ||
Stock-based compensation expense |
|
30,057 |
|
30,798 |
| ||
Income tax benefit (shortfall) from stock-based awards |
|
(1,238 |
) |
1,727 |
| ||
Excess income tax benefit from stock-based awards |
|
(373 |
) |
(2,118 |
) | ||
Deferred income taxes |
|
(1,460 |
) |
1,571 |
| ||
Changes in operating assets and liabilities: |
|
|
|
|
| ||
Accounts receivable |
|
(11,322 |
) |
12,097 |
| ||
Inventories |
|
(1,558 |
) |
2,259 |
| ||
Prepaid expenses and other assets |
|
7,404 |
|
8,409 |
| ||
Accounts payable |
|
1,280 |
|
(5,686 |
) | ||
Accrued expenses |
|
8,930 |
|
(280 |
) | ||
Deferred income on shipments to distributors |
|
11,573 |
|
(2,825 |
) | ||
Income taxes |
|
1,459 |
|
(3,413 |
) | ||
Other non-current liabilities |
|
(10,891 |
) |
(10,031 |
) | ||
Net cash provided by operating activities |
|
106,619 |
|
87,415 |
| ||
|
|
|
|
|
| ||
Investing Activities |
|
|
|
|
| ||
Purchases of available-for-sale investments |
|
(131,741 |
) |
(55,433 |
) | ||
Sales and maturities of available-for-sale investments |
|
129,511 |
|
136,262 |
| ||
Purchases of property and equipment |
|
(8,545 |
) |
(7,281 |
) | ||
Purchases of other assets |
|
(4,994 |
) |
(5,291 |
) | ||
Acquisition of business, net of cash acquired |
|
|
|
(76,899 |
) | ||
Net cash used in investing activities |
|
(15,769 |
) |
(8,642 |
) | ||
|
|
|
|
|
| ||
Financing Activities |
|
|
|
|
| ||
Proceeds from issuance of long-term debt, net |
|
|
|
81,238 |
| ||
Payments on debt |
|
(5,000 |
) |
(92,206 |
) | ||
Repurchases of common stock |
|
(40,543 |
) |
(71,448 |
) | ||
Payment of taxes withheld for vested stock awards |
|
(10,521 |
) |
(12,652 |
) | ||
Proceeds from the issuance of common stock |
|
8,451 |
|
12,575 |
| ||
Excess income tax benefit from stock-based awards |
|
373 |
|
2,118 |
| ||
Payment of acquisition-related contingent consideration |
|
(9,500 |
) |
(4,464 |
) | ||
Net cash used in financing activities |
|
(56,740 |
) |
(84,839 |
) | ||
|
|
|
|
|
| ||
Decrease in cash and cash equivalents |
|
34,110 |
|
(6,066 |
) | ||
Cash and cash equivalents at beginning of period |
|
114,085 |
|
141,706 |
| ||
Cash and cash equivalents at end of period |
|
$ |
148,195 |
|
$ |
135,640 |
|