6-K
Silicom Ltd. (SILC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16
OR 15d-16 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2024
Commission File Number 000-23288
SILICOM LTD.
(Translation of Registrant’s name into English)
14 Atir Yeda St., P.O.Box 2164, Kfar-Sava 4464323, Israel
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):___
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):___
On February 01, 2024, the Registrant issued a press release announcing the Registrant's fourth quarter 2023 financial results. Attached hereto are the following exhibits:
The US GAAP information set forth on the Consolidated Balance Sheet and Consolidated Statement of Operations in the financial tables on Pages 5 and 6 of Exhibit 99.1 is hereby incorporated by reference into all effective registration statements filed by the registrant under the Securities Act of 1933.
SIGNATURES
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, thereunto duly authorized.
| SILICOM LTD.<br><br> (Registrant) | ||
|---|---|---|
| Date: February 01, 2024 | By | /s/ Eran Gilad |
| Eran Gilad | ||
| Chief Financial Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
EARNINGS RELEASE
Silicom Reports 2023 Results &
Announces Strategic 5-Year Plan
Key elements of the plan: focus on core businesses, expense reductions and an
aggressive share buyback aimed at raising EPS gradually to $3+ in 2028
KFAR SAVA, Israel, February 1, 2024 - Silicom Ltd. (NASDAQ: SILC), a leading provider of high-performance networking and data infrastructure solutions, today reported its financial results for the fourth quarter and full year ended December 31, 2023, together with a 5-Year Strategic Plan recently approved by its Board of Directors.
5-Year Strategic Plan
The main objective of the 5-Year Strategic Plan is to create significant shareholder value over time, increasing Earnings Per Share (EPS) gradually to above $3 in 2028. The primary elements of the plan include an increased focus on the company’s core Server Adapter and Edge solution portfolios, for which there is robust fundamental demand, together with significant reductions in workforce and other expenses. To date, implementation of the plan has resulted in the discontinuation of two non-core programs and a downsizing of Silicom’s workforce from 310 to 240 employees. Associated one-time impairment of intangible assets and related write-offs of Cost of Sales have been reflected in the Company’s fourth quarter GAAP financial results, with reconciliation detailed in the Non-GAAP financial results.
The starting point for the plan is the company’s extremely strong balance sheet, which, as of year-end, included working capital and marketable securities totalling $140 million ($71 million in cash, $18 million in Accounts Receivable net of Accounts Payable, and $51 million in high-quality inventory), or approximately $21 per share. Based on this balance sheet strength, the company currently plans to continue with an aggressive share buyback in 2024 and 2025, repurchasing a total of approximately 1.6 million shares during the next two years. The timing and amount of the repurchases will be subject to business and market conditions, corporate and regulatory requirements, share price, acquisition opportunities and other factors.
Financial Results
Full Year: Silicom’s revenues for 2023 totalled $124.1 million compared with $150.6 million for 2022.
On a GAAP basis, reflecting the one-time write-offs described above, the company posted a net loss of $(3.0) million, or $(0.44) per ordinary share (basic and diluted) for the year, compared with net income of $18.3 million, or $2.69 per diluted share ($2.73 per basic share), for 2022.
On a non-GAAP basis (as described and reconciled below), net income for the year totalled $10.2 million, or $1.52 per ordinary share (basic and diluted), compared with $21.2 million, or $3.12 per diluted share ($3.17 per basic share), for 2022.
Fourth Quarter: Silicom’s revenues for the fourth quarter of 2023 totalled $18.8 million compared with $45.2 million for the fourth quarter of 2022.
On a GAAP basis, reflecting the one-time write-offs described above, the company posted a net loss of $(11.5) million, or $(1.76) per ordinary share (basic and diluted), compared with net income of $5.6 million, or $0.82 per diluted share ($0.84 per basic share) for the fourth quarter of 2022.
On a non-GAAP basis (as described and reconciled below), net loss for the quarter totalled $(0.5) million, or $(0.07) per ordinary share (basic and diluted), compared with net income of $6.6 million, or $0.98 per diluted share ($0.99 per basic share) for the fourth quarter of 2022.
Comments of Management
Liron Eizenman, Silicom’s President and CEO, commented, “We are facing a tough transition period fueled by macro-economic headwinds and customer drawdowns of stockpiled inventories. We believe that our 5-Year Strategic Plan will allow us to return Silicom to gradual and steady growth of our revenues and EPS, creating significant value for our shareholders even in times of market volatility. The main elements of the plan include increased investment in our focus areas, discontinuation of non-core programs, a significant scale-back of our expenses and an aggressive share buyback. We believe these activities will raise our EPS gradually to above $3 in 2028.”
Mr. Eizenman continued, “We expect our revenue growth from 2025 and beyond to be driven by the ramp-up of already-achieved, long-term SD-WAN and SASE design wins, from the sale of additional Edge systems to telcos and service providers, and from our ‘fat’ existing pipeline of potential server adapter and Edge product design wins with leading networking, security, and service providers. We believe this will enable us to achieve 20% compound average annual growth from 2024 as a baseline. With full dedication and buy-in from our highly experienced management team and staff, we are moving forward according to plan and will report our progress over the coming quarters.”
***
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Conference Call Details
Silicom’s Management will host an interactive conference today, February 1^st^, at 9am Eastern Time (6am Pacific Time, 4pm Israel Time) to review and discuss the results.
To participate, investors may either listen via a webcast link hosted on Silicom’s website or via the dial-in. The link is under the investor relations’ webcast section of Silicom’s website at https://www.silicom-usa.com/webcasts/
For those that wish to dial in via telephone, one of the following teleconferencing numbers may be used:
US: 1 866 860 9642
ISRAEL: 03 918 0609
INTERNATIONAL: +972 3 918 0609
At: 9:00am Eastern Time, 6:00am Pacific Time, 4:00pm Israel Time
It is advised to connect to the conference call a few minutes before the start.
For those unable to listen to the live call, a replay of the call will be available for three months from the day after the call under the above-mentioned webcast section of Silicom’s website.
***
Non-GAAP Financial Measures
This release, including the financial tables below, presents other financial information that may be considered "non-GAAP financial measures" under Regulation G and related reporting requirements promulgated by the Securities and Exchange Commission (the "SEC") as they apply to our company. These non-GAAP financial measures exclude compensation expenses in respect of options and RSUs granted to directors, officers and employees, taxes on amortization of acquired intangible assets, impairment of intangible assets and related write-offs, as well as lease liabilities - financial expenses (income). Non-GAAP financial measures should be evaluated in conjunction with, and are not a substitute for, GAAP financial measures. The tables also present the GAAP financial measures, which are most comparable to the non-GAAP financial measures as well as reconciliation between the non-GAAP financial measures and the most comparable GAAP financial measures. The non-GAAP financial information presented herein should not be considered in isolation from or as a substitute for operating income (loss), net income (loss) or per share data prepared in accordance with GAAP.
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About Silicom
Silicom Ltd. is an industry-leading provider of high-performance networking and data infrastructure solutions. Designed primarily to improve performance and efficiency in Cloud and Data Center environments, Silicom’s solutions increase throughput, decrease latency and boost the performance of servers and networking appliances, the infrastructure backbone that enables advanced Cloud architectures and leading technologies like NFV, SD-WAN and Cyber Security. Our innovative solutions for high-density networking, high-speed fabric switching, offloading and acceleration, which utilize a range of cutting-edge silicon technologies as well as FPGA-based solutions, are ideal for scaling-up and scaling-out cloud infrastructures.
Silicom products are used by major Cloud players, service providers, telcos and OEMs as components of their infrastructure offerings, including both add-on adapters in the Data Center and stand-alone virtualized/universal CPE devices at the edge.
Silicom’s long-term, trusted relationships with more than 200 customers throughout the world, its more than 400 active Design Wins and more than 300 product SKUs have made Silicom a “go-to” connectivity/performance partner of choice for technology leaders around the globe.
For more information, please visit: www.silicom.co.il
Statements in this press release which are not historical data are forward-looking statements which involve known and unknown risks, uncertainties, or other factors not under the company's control, which may cause actual results, performance, or achievements of the company to be materially different from the results, performance, or other expectations implied by these forward-looking statements. These factors include, but are not limited to, Silicom’s increasing dependence for substantial revenue growth on a limited number of customers, the speed and extent to which Silicom's solutions are adopted by the relevant markets, difficulty in commercializing and marketing of Silicom’s products and services, maintaining and protecting brand recognition, protection of intellectual property, competition, disruptions to its manufacturing, sales & marketing, development and customer support activities, the impact of the wars in Gaza and in the Ukraine, attacks on shipping by Huthis in the Red Sea, rising inflation, rising interest rates and volatile exchange rates, as well as any continuing or new effects resulting from the COVID-19 pandemic, and the global economic uncertainty, which may impact customer demand by encouraging them to exercise greater caution and selectivity with their short-term IT investment plans. The factors noted above are not exhaustive.
Further information about the company’s businesses, including information about factors that could materially affect Silicom’s results of operations and financial condition, are discussed in our Annual Report on Form 20-F and other documents filed by the Company and that may be subsequently filed by the company from time to time with the SEC. These forward-looking statements can generally be identified as such because the context of the statement will include words such as “expect,” “should,” “believe,” “anticipate” or words of similar import. Similarly, statements that describe future plans, objectives or goals are also forward-looking statements. In light of significant risks and uncertainties inherent in forward-looking statements, the inclusion of such statements should not be regarded as a representation by the company that it will achieve such forward-looking statements. The company disclaims any duty to update such statements, whether as a result of new information, future events, or otherwise.
| Company Contact:<br><br> <br>Eran Gilad, CFO<br><br> <br>Silicom Ltd.<br><br> <br>Tel: +972-9-764-4555<br><br> <br>E-mail: erang@silicom.co.il | Investor Relations Contact:<br><br> <br>Ehud Helft<br><br> <br>EK Global Investor Relations<br><br> <br>Tel: +1 212 378 8040<br><br> <br>E-mail: silicom@ekgir.com |
|---|
-- FINANCIAL TABLES FOLLOW –
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| Silicom Ltd. Consolidated Balance Sheets | ||||||
|---|---|---|---|---|---|---|
| (US$ thousands) | ||||||
| December 31, | December 31, | |||||
| --- | --- | --- | --- | --- | --- | --- |
| 2023 | 2022 | |||||
| Assets | ||||||
| Current assets | ||||||
| Cash and cash equivalents | $ | 46,972 | $ | 30,734 | ||
| Marketable securities | 7,957 | 4,020 | ||||
| Accounts receivables: Trade, net | 25,004 | 27,258 | ||||
| Accounts receivables: Other | 3,688 | 3,620 | ||||
| Inventories | 51,507 | 87,985 | ||||
| Total current assets | 135,128 | 153,617 | ||||
| Marketable securities | 16,619 | 15,163 | ||||
| Assets held for employees’ severance benefits | 1,357 | 1,715 | ||||
| Deferred tax assets | 256 | 502 | ||||
| Property, plant and equipment, net | 3,552 | 4,488 | ||||
| Intangible assets, net | 2,253 | 6,710 | ||||
| Right of Use | 6,466 | 8,441 | ||||
| Goodwill | 25,561 | 25,561 | ||||
| Total assets | $ | 191,192 | $ | 216,197 | ||
| Liabilities and shareholders' equity | ||||||
| Current liabilities | ||||||
| Trade accounts payable | $ | 4,139 | $ | 15,922 | ||
| Other accounts payable and accrued expenses | 6,668 | 9,641 | ||||
| Lease Liabilities | 2,070 | 1,549 | ||||
| Total current liabilities | 12,877 | 27,112 | ||||
| Lease Liabilities | 3,877 | 6,291 | ||||
| Liability for employees’ severance benefits | 2,672 | 3,425 | ||||
| Deferred tax liabilities | 46 | 74 | ||||
| Total liabilities | 19,472 | 36,902 | ||||
| Shareholders' equity | ||||||
| Ordinary shares and additional paid-in capital | 70,693 | 66,578 | ||||
| Treasury shares | (43,631 | ) | (34,896 | ) | ||
| Retained earnings | 144,658 | 147,613 | ||||
| Total shareholders' equity | 171,720 | 179,295 | ||||
| Total liabilities and shareholders' equity | $ | 191,192 | $ | 216,197 |
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| Silicom Ltd. Consolidated Statements of Operations | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (US$ thousands, except for share and per share data) | ||||||||||
| Three-month period | Twelve-month period | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ended December 31, | ended December 31, | |||||||||
| 2023 | 2022 | 2023 | 2022 | |||||||
| Sales | $ | 18,763 | $ | 45,193 | $ | 124,131 | $ | 150,582 | ||
| Cost of sales | 23,257 | 30,204 | 95,442 | 98,626 | ||||||
| Gross profit (loss) | (4,494 | ) | 14,989 | 28,689 | 51,956 | |||||
| Research and development expenses | 5,016 | 5,076 | 20,638 | 20,563 | ||||||
| Selling and marketing expenses | 1,592 | 1,809 | 6,935 | 6,990 | ||||||
| General and administrative expenses | 1,024 | 1,042 | 4,229 | 4,477 | ||||||
| Total operating expenses | 7,632 | 7,927 | 31,802 | 32,030 | ||||||
| Operating income (loss) | (12,126 | ) | 7,062 | (3,113 | ) | 19,926 | ||||
| Financial income (expenses), net | 171 | 439 | 1,372 | 2,464 | ||||||
| Income (loss) before income taxes | (11,955 | ) | 7,501 | (1,741 | ) | 22,390 | ||||
| Income taxes | (446 | ) | 1,880 | 1,214 | 4,084 | |||||
| Net income (loss) | $ | (11,509 | ) | $ | 5,621 | $ | (2,955 | ) | $ | 18,306 |
| Basic income (loss) per ordinary share (US$) | $ | (1.76 | ) | $ | 0.84 | $ | (0.44 | ) | $ | 2.73 |
| Weighted average number of ordinary shares used to compute basic income (loss) per share (in thousands) | 6,537 | 6,727 | 6,700 | 6,697 | ||||||
| Diluted income (loss) per ordinary share (US$) | $ | (1.76 | ) | $ | 0.82 | $ | (0.44 | ) | $ | 2.69 |
| Weighted average number of ordinary shares used to compute diluted income (loss) per share (in thousands) | 6,544 | 6,817 | 6,742 | 6,796 |
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| Silicom Ltd. Reconciliation of Non-GAAP Financial Results | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (US$ thousands, except for share and per share data) | |||||||||||
| Three-month period | Twelve-month period | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| ended December 31, | ended December 31, | ||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||
| GAAP gross profit (loss) | $ | (4,494 | ) | $ | 14,989 | $ | 28,689 | $ | 51,956 | ||
| (1) Share-based compensation (*) | 105 | 159 | 428 | 638 | |||||||
| (2) Impairment of intangible assets and related write-offs | 9,647 | - | 9,647 | - | |||||||
| Non-GAAP gross profit | $ | 5,258 | $ | 15,148 | $ | 38,764 | $ | 52,594 | |||
| GAAP operating income (loss) | $ | (12,126 | ) | $ | 7,062 | $ | (3,113 | ) | $ | 19,926 | |
| Gross profit adjustments | 9,752 | 159 | 10,075 | 638 | |||||||
| (1) Share-based compensation (*) | 834 | 714 | 2,925 | 2,938 | |||||||
| Non-GAAP operating income (loss) | $ | (1,540 | ) | $ | 7,935 | $ | 9,887 | $ | 23,502 | ||
| GAAP net income (loss) | $ | (11,509 | ) | $ | 5,621 | $ | (2,955 | ) | $ | 18,306 | |
| Operating income (loss) adjustments | 10,586 | 873 | 13,000 | 3,576 | |||||||
| (3) Lease liabilities - financial expenses (income) | 368 | 85 | (99 | ) | (930 | ) | |||||
| (4) Taxes on amortization of acquired intangible assets | 68 | 68 | 271 | 271 | |||||||
| Non-GAAP net income (loss) | $ | (487 | ) | $ | 6,647 | $ | 10,217 | $ | 21,223 | ||
| GAAP net income (loss) | $ | (11,509 | ) | $ | 5,621 | $ | (2,955 | ) | $ | 18,306 | |
| Adjustments for Non-GAAP Cost of sales | 9,752 | 159 | 10,075 | 638 | |||||||
| Adjustments for Non-GAAP Research and development expenses | 413 | 362 | 1,423 | 1,454 | |||||||
| Adjustments for Non-GAAP Selling and marketing expenses | 199 | 200 | 747 | 774 | |||||||
| Adjustments for Non-GAAP General and administrative expenses | 222 | 152 | 755 | 710 | |||||||
| Adjustments for Non-GAAP Financial income (loss), net | 368 | 85 | (99 | ) | (930 | ) | |||||
| Adjustments for Non-GAAP Income taxes | 68 | 68 | 271 | 271 | |||||||
| Non-GAAP net income (loss) | $ | (487 | ) | $ | 6,647 | $ | 10,217 | $ | 21,223 | ||
| GAAP basic income (loss) per ordinary share (US$) | $ | (1.76 | ) | $ | 0.84 | $ | (0.44 | ) | $ | 2.73 | |
| (1) Share-based compensation (*) | 0.14 | 0.13 | 0.50 | 0.53 | |||||||
| (2) Impairment of intangible assets and related write-offs | 1.48 | - | 1.43 | - | |||||||
| (3) Lease liabilities - financial expenses (income) | 0.06 | 0.01 | (0.01 | ) | (0.13 | ) | |||||
| (4) Taxes on amortization of acquired intangible assets | 0.01 | 0.01 | 0.04 | 0.04 | |||||||
| Non-GAAP basic income (loss) per ordinary share (US$) | $ | (0.07 | ) | $ | 0.99 | $ | 1.52 | $ | 3.17 | ||
| GAAP diluted income (loss) per ordinary share (US$) | $ | (1.76 | ) | $ | 0.82 | $ | (0.44 | ) | $ | 2.69 | |
| (1) Share-based compensation (*) | 0.14 | 0.14 | 0.50 | 0.53 | |||||||
| (2) Impairment of intangible assets and related write-offs | 1.48 | - | 1.43 | - | |||||||
| (3) Lease liabilities - financial expenses (income) | 0.06 | 0.01 | (0.01 | ) | (0.14 | ) | |||||
| (4) Taxes on amortization of acquired intangible assets | 0.01 | 0.01 | 0.04 | 0.04 | |||||||
| Non-GAAP diluted income (loss) per ordinary share (US$) | $ | (0.07 | ) | $ | 0.98 | $ | 1.52 | $ | 3.12 | ||
| (*) Adjustments related to share-based compensation expenses according to ASC topic 718 (SFAS 123 (R)) | |||||||||||
| --- |
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