8-K
SITIME Corp (SITM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 05, 2025 |
|---|
_________________________________________________________
SiTime Corporation
(Exact name of Registrant as Specified in Its Charter)
_________________________________________________________
| Delaware | 001-39135 | 02-0713868 | ||
|---|---|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification No.) | ||
| 5451 Patrick Henry Drive | ||||
| Santa Clara, California | 95054 | |||
| (Address of Principal Executive Offices) | (Zip Code) | Registrant’s Telephone Number, Including Area Code: (408) 328-4400 | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
_________________________________________________________
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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<br><br>Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.0001 par value per share | SITM | 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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
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 Exchange Act. o
Item 2.02 Results of Operations and Financial Condition.
On February 5, 2025, the Company issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information under Item 2.02 of this report, including Exhibit 99.1 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 liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information and the accompanying exhibit shall not be incorporated by reference into filings with the U.S. Securities and Exchange Commission (the "SEC") made by the Company, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
| d) | Exhibits. | | --- | --- || Exhibit No. | Description | | --- | --- | | 99.1 | Press Release of SiTime Corporation dated February 5, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| SiTime Corporation | |||
|---|---|---|---|
| Date: | February 5, 2025 | By: | /s/ Elizabeth A. Howe |
| Elizabeth A. Howe | |||
| Executive Vice President and Chief Financial Officer |
Document
Exhibit 99.1
SiTime Reports Fourth Quarter and Fiscal Year 2024 Financial Results
SANTA CLARA, Calif., February 5, 2025 – SiTime Corporation, (Nasdaq: SITM), the Precision Timing company, today announced financial results for the fourth quarter and financial year ended December 31, 2024.
Net revenue in the fourth quarter of 2024 was $68.1 million, an 18% increase from $57.7 million in the prior quarter and an increase of 61% from the year ago period.
Net revenue for fiscal year 2024 was $202.7 million, an increase of 41% from $144.0 million in fiscal year 2023.
“In Q4, we surpassed revenue expectations highlighting our market diversification, and entered 2025 with strong momentum,” said Rajesh Vashist, CEO and chairman of SiTime. “We reported over 30% growth across all customer segments, with our Communications, Enterprise, and Datacenter business experiencing significant gains due to the critical role of precision timing in AI.”
In the fourth quarter of 2024, GAAP gross profit was $35.8 million, or 52.6% of revenue, GAAP operating expenses were $58.9 million, GAAP loss from operations was $23.0 million, and GAAP net loss was $18.8 million, or $0.80 per diluted share.
In the fourth quarter of 2024, non-GAAP gross profit was $40.1 million, or 58.8% of revenue, non-GAAP operating expenses were $32.5 million, non-GAAP income from operations was $7.6 million and non-GAAP net income was $11.8 million, or $0.48 per diluted share.
For the twelve months ended December 31, 2024, GAAP gross profit was $104.5 million, or 51.6% of revenue, GAAP operating expenses were $219.7 million, GAAP loss from operations was $115.2 million, and GAAP net loss was $93.6 million, or $4.05 per diluted share.
For the twelve months ended December 31, 2024, non-GAAP gross profit was $118.0 million, or 58.2% of revenue, non-GAAP operating expenses were $117.5 million, non-GAAP income from operations was $0.6 million and non-GAAP net income was $22.2 million, or $0.93 per diluted share.
Total cash, cash equivalents and short-term investments were $418.8 million on December 31, 2024. The fourth quarter of 2024 also included the payment of $7.3 million related to the Aura transaction.
Use of Non-GAAP Financial Information
This press release and its attachments include certain non-GAAP supplemental performance measures. The presentation of this financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP.
SiTime believes that the presentation of non-GAAP financial measures provides important supplemental information to management and investors regarding financial and business trends relating to SiTime’s financial condition and results of operations. SiTime believes that these non-GAAP financial measures provide additional insight into SiTime’s ongoing performance and core operational activities and has chosen to provide these measures for more consistent and meaningful comparison between periods. These measures should only be used to evaluate SiTime’s results of operations in conjunction with the corresponding GAAP measures. The non-GAAP financial measures exclude stock-based compensation expense, amortization of acquired intangibles, and acquisition-related expenses which include transaction and certain other cash costs associated with business acquisition as well as changes in the estimated fair value of earn out liabilities and accretion of acquisition consideration payable. The reconciliation between GAAP and non-GAAP financial results is provided in the financial statements portion of this release.
Inducement Plan Grants
SiTime granted restricted stock unit awards (“RSUs”) on February 3, 2025 that were approved by the Compensation and Talent Committee of its Board of Directors under SiTime’s Amended and Restated 2022 Inducement Award Plan, as a material inducement to employment of 17 newly hired non-executive individuals globally. The RSUs were approved in accordance with Nasdaq Listing Rule 5635(c)(4). The inducement grants consisted of an aggregate of 16,940 RSUs. One-fourth of the RSUs will vest on the first February 20, May 20, August 20, or November 20 falling in the one-year anniversary quarter of the applicable vesting start date, and then 1/16th of the RSUs vest in equal quarterly installments on each February 20, May 20, August 20, and November 20, thereafter, subject to each such employee’s continued service on each vesting date. The inducement grants are subject to the terms and conditions of award agreements covering the grants and SiTime’s 2022 Amended and Restated Inducement Award Plan.
Conference Call
SiTime will broadcast the financial results for its fourth quarter of 2024 via conference call today, February 5, 2025, at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time). To join the conference call via phone, participants are required to complete the following registration form to receive a dial-in number and dedicated PIN for accessing the conference call. The conference call will also be available via a live audio webcast on the investor relations section of the SiTime website at investor.sitime.com. Please access the website at least a few minutes prior to the start of the call to download and install any necessary audio software. An archived webcast replay of the call will be available on the website.
About SiTime
SiTime Corporation is the Precision Timing company. Our semiconductor MEMS programmable solutions offer a rich feature set that enables customers to differentiate their products with higher performance, smaller size, lower power, and better reliability. With more than 3 billion devices shipped, SiTime is changing the timing industry. For more information, visit www.sitime.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Security Exchange Act of 1934, as amended. These forward-looking statements involve risks, uncertainties, assumptions, and other factors that may cause actual results or outcomes to differ materially from those anticipated in such forward-looking statements. The risks, uncertainties, assumptions, and other factors include, but not limited to the impact of acquisitions. More information about these and other risks, uncertainties, and other factors that may cause actual outcomes and results to differ materially from those included in the forward-looking statements contained in this release are included under the caption “Risk Factors” and elsewhere in our most recent Form 10-Q filed with the Securities and Exchange Commission and other filings SiTime makes with the Securities and Exchange Commission from time to time, including the Form 10-K to be filed for the year ended December 31, 2024. The financial information set forth in this release reflects estimates based on information available at this time. While SiTime believes these estimates to be reasonable, these amounts could differ materially from reported amounts in SiTime’s Annual Report on Form 10-K for the year ended December 31, 2024 and SiTime’s other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date the statements are made and are based on information available to SiTime at the time those statements are made and/or management's good faith belief as of that time with respect to future events. Except as required by law, SiTime undertakes no obligation, and does not intend, to update these forward-looking statements.
SiTime Corporation
Unaudited GAAP Condensed Consolidated Statements of Operations
| Three months ended | ||||||
|---|---|---|---|---|---|---|
| December 31, 2024 | September 30, 2024 | December 31, 2023 | ||||
| (in thousands, except per share data) | ||||||
| Revenue | $ | 68,111 | $ | 57,698 | $ | 42,403 |
| Cost of revenue | 32,267 | 28,231 | 18,710 | |||
| Gross profit | 35,844 | 29,467 | 23,693 | |||
| Operating expenses: | ||||||
| Research and development | 29,333 | 26,489 | 22,919 | |||
| Selling, general and administrative | 27,695 | 25,359 | 20,514 | |||
| Acquisition related costs | 1,835 | 2,482 | 7,728 | |||
| Total operating expenses | 58,863 | 54,330 | 51,161 | |||
| Loss from operations | (23,019) | (24,863) | (27,468) | |||
| Interest income | 5,088 | 5,499 | 7,329 | |||
| Other income (expense), net | (510) | 168 | 152 | |||
| Loss before income taxes | (18,441) | (19,196) | (19,987) | |||
| Income tax expense | (372) | (119) | (10) | |||
| Net loss | $ | (18,813) | $ | (19,315) | $ | (19,997) |
| Net loss attributable to common stockholders and comprehensive loss | $ | (18,813) | $ | (19,315) | $ | (19,997) |
| Net loss per share attributable to common stockholders, basic | $ | (0.80) | $ | (0.83) | $ | (0.89) |
| Net loss per share attributable to common stockholders, diluted | $ | (0.80) | $ | (0.83) | $ | (0.89) |
| Weighted-average shares used to compute basic net loss per share | 23,467 | 23,237 | 22,553 | |||
| Weighted-average shares used to compute diluted net loss per share | 23,467 | 23,237 | 22,553 |
SiTime Corporation
Unaudited GAAP Condensed Consolidated Statements of Operations
| Year Ended | ||||
|---|---|---|---|---|
| December 31, 2024 | December 31, 2023 | |||
| (in thousands, except per share data) | ||||
| Revenue | $ | 202,697 | $ | 143,993 |
| Cost of revenue | 98,203 | 61,905 | ||
| Gross profit | 104,494 | 82,088 | ||
| Operating expenses: | ||||
| Research and development | 106,855 | 97,589 | ||
| Selling, general and administrative | 102,157 | 83,971 | ||
| Acquisition related costs | 10,722 | 7,728 | ||
| Total operating expenses | 219,734 | 189,288 | ||
| Loss from operations | (115,240) | (107,200) | ||
| Interest income | 22,883 | 26,958 | ||
| Other expense, net | (758) | (141) | ||
| Loss before income taxes | (93,115) | (80,383) | ||
| Income tax expense | (486) | (152) | ||
| Net loss | $ | (93,601) | $ | (80,535) |
| Net loss attributable to common stockholders and comprehensive loss | $ | (93,601) | $ | (80,535) |
| Net loss per share attributable to common stockholders, basic | $ | (4.05) | $ | (3.63) |
| Net loss per share attributable to common stockholders, diluted | $ | (4.05) | $ | (3.63) |
| Weighted-average shares used to compute basic net loss per share | 23,118 | 22,188 | ||
| Weighted-average shares used to compute diluted net loss per share | 23,118 | 22,188 |
SiTime Corporation
Unaudited Reconciliation of Non-GAAP Adjustments
| Three months ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|
| December 31, 2024 | September 30, 2024 | December 31, 2023 | |||||||
| (in thousands, except per share data) | |||||||||
| Reconciliation of GAAP gross profit and margin to non-GAAP | |||||||||
| Revenue | $ | 68,111 | $ | 57,698 | $ | 42,403 | |||
| GAAP gross profit | 35,844 | 29,467 | 23,693 | ||||||
| GAAP gross margin | 52.6 | % | 51.1 | % | 55.9 | % | |||
| Amortization of acquired intangibles | 3,573 | 3,573 | 280 | ||||||
| Stock-based compensation | 652 | 495 | 740 | ||||||
| Non-GAAP gross profit | $ | 40,069 | $ | 33,535 | $ | 24,713 | |||
| Non-GAAP gross margin | 58.8 | % | 58.1 | % | 58.3 | % | |||
| Reconciliation of GAAP operating expenses to non-GAAP | |||||||||
| GAAP research and development expenses | $ | 29,333 | $ | 26,489 | $ | 22,919 | |||
| Stock-based compensation | (9,965) | (9,392) | (7,039) | ||||||
| Non-GAAP research and development expenses | $ | 19,368 | $ | 17,097 | $ | 15,880 | |||
| GAAP sales, general and administrative expenses | $ | 27,695 | $ | 25,359 | $ | 20,514 | |||
| Stock-based compensation | (14,586) | (12,925) | (9,750) | ||||||
| Non-GAAP sales, general and administrative expenses | $ | 13,109 | $ | 12,434 | $ | 10,764 | |||
| GAAP acquisition related costs | $ | 1,835 | $ | 2,482 | $ | 7,728 | |||
| Acquisition related costs | (1,835) | (2,482) | (7,728) | ||||||
| Non-GAAP acquisition related costs | $ | — | $ | — | $ | — | |||
| Total Non-GAAP operating expenses | $ | 32,477 | $ | 29,531 | $ | 26,644 | |||
| Reconciliation of GAAP loss from operations to non-GAAP income (loss) from operations | |||||||||
| GAAP loss from operations | $ | (23,019) | $ | (24,863) | $ | (27,468) | |||
| Acquisition related costs | 1,835 | 2,482 | 7,728 | ||||||
| Amortization of acquired intangibles | 3,573 | 3,573 | 280 | ||||||
| Stock-based compensation | 25,203 | 22,812 | 17,529 | ||||||
| Non-GAAP income (loss) from operations | $ | 7,592 | $ | 4,004 | $ | (1,931) | |||
| Non-GAAP income (loss) from operations as a percentage of revenue | 11.1 | % | 6.9 | % | (4.6 | %) | |||
| Reconciliation of GAAP net loss to non-GAAP net income | |||||||||
| GAAP net loss | $ | (18,813) | $ | (19,315) | $ | (19,997) | |||
| Acquisition related costs | 1,835 | 2,482 | 7,728 | ||||||
| Amortization of acquired intangibles | 3,573 | 3,573 | 280 | ||||||
| Stock-based compensation | 25,203 | 22,812 | 17,529 | ||||||
| Non-GAAP net income | $ | 11,798 | $ | 9,552 | $ | 5,540 | |||
| Weighted-average shares used to compute diluted net income per share (1) | 24,452 | 24,059 | 23,080 | ||||||
| GAAP net loss per share diluted | $ | (0.80) | $ | (0.83) | $ | (0.89) | |||
| Non-GAAP adjustments detailed above | 1.28 | 1.23 | 1.13 | ||||||
| Non-GAAP net income per share diluted | $ | 0.48 | $ | 0.40 | $ | 0.24 |
(1) Non-GAAP diluted weighted average shares are calculated using the treasury stock method and differ from GAAP diluted weighted average shares due to non-GAAP net income reported.
SiTime Corporation
Unaudited Reconciliation of Non-GAAP Adjustments
| Year Ended | ||||||
|---|---|---|---|---|---|---|
| December 31, 2024 | December 31, 2023 | |||||
| (in thousands, except per share data) | ||||||
| Reconciliation of GAAP gross profit and margin to non-GAAP | ||||||
| Revenue | $ | 202,697 | $ | 143,993 | ||
| GAAP gross profit | 104,494 | 82,088 | ||||
| GAAP gross margin | 51.6 | % | 57.0 | % | ||
| Amortization of acquired intangibles | 11,892 | 280 | ||||
| Stock-based compensation | 1,654 | 2,840 | ||||
| Non-GAAP gross profit | $ | 118,040 | $ | 85,208 | ||
| Non-GAAP gross margin | 58.2 | % | 59.2 | % | ||
| Reconciliation of GAAP operating expenses to non-GAAP | ||||||
| GAAP research and development expenses | $ | 106,855 | $ | 97,589 | ||
| Stock-based compensation | (37,947) | (32,909) | ||||
| Non-GAAP research and development expenses | $ | 68,908 | $ | 64,680 | ||
| GAAP sales, general and administrative expenses | $ | 102,157 | $ | 83,971 | ||
| Stock-based compensation | (53,034) | (41,005) | ||||
| Acquisition related integration costs | (550) | — | ||||
| Non-GAAP sales, general and administrative expenses | $ | 48,573 | $ | 42,966 | ||
| GAAP acquisition related costs | $ | 10,722 | $ | 7,728 | ||
| Acquisition related costs | (10,722) | (7,728) | ||||
| Non-GAAP acquisition related costs | $ | — | $ | — | ||
| Total Non-GAAP operating expenses | $ | 117,481 | $ | 107,646 | ||
| Reconciliation of GAAP loss from operations to non-GAAP income (loss) from operations | ||||||
| GAAP loss from operations | $ | (115,240) | $ | (107,200) | ||
| Amortization of acquired intangibles | 11,892 | 280 | ||||
| Acquisition related costs | 10,722 | 7,728 | ||||
| Acquisition related integration costs | 550 | — | ||||
| Stock-based compensation | 92,635 | 76,754 | ||||
| Non-GAAP income (loss) from operations | $ | 559 | $ | (22,438) | ||
| Non-GAAP income (loss) from operations as a percentage of revenue | 0.3 | % | (15.6 | %) | ||
| Reconciliation of GAAP net loss to non-GAAP net income | ||||||
| GAAP net loss | $ | (93,601) | $ | (80,535) | ||
| Amortization of acquired intangibles | 11,892 | 280 | ||||
| Acquisition related costs | 10,722 | 7,728 | ||||
| Acquisition related integration costs | 550 | — | ||||
| Stock-based compensation | 92,635 | 76,754 | ||||
| Non-GAAP net income | $ | 22,198 | $ | 4,227 | ||
| Weighted-average shares used to compute diluted net income per share (1) | 23,876 | 22,967 | ||||
| GAAP net loss per share diluted | $ | (4.05) | $ | (3.63) | ||
| Non-GAAP adjustments detailed above | 4.98 | 3.81 | ||||
| Non-GAAP net income per share diluted | $ | 0.93 | $ | 0.18 |
(1) Non-GAAP diluted weighted average shares are calculated using the treasury stock method and differ from GAAP diluted weighted average shares due to non-GAAP net income reported.
SiTime Corporation
Unaudited GAAP Condensed Consolidated Balance Sheets
| As of | ||||
|---|---|---|---|---|
| December 31, 2024 | December 31, 2023 | |||
| (in thousands) | ||||
| Assets: | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 6,106 | $ | 9,468 |
| Short-term investments in held-to-maturity securities | 412,728 | 518,733 | ||
| Accounts receivable, net | 38,209 | 21,861 | ||
| Inventories | 76,741 | 65,539 | ||
| Prepaid expenses and other current assets | 10,276 | 7,641 | ||
| Total current assets | 544,060 | 623,242 | ||
| Property and equipment, net | 82,475 | 54,685 | ||
| Intangible assets, net | 163,558 | 177,079 | ||
| Right-of-use assets, net | 6,569 | 8,262 | ||
| Goodwill | 87,098 | 87,098 | ||
| Other assets | 1,199 | 1,317 | ||
| Total assets | $ | 884,959 | $ | 951,683 |
| Liabilities and Stockholders' Equity: | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 22,894 | $ | 8,690 |
| Accrued expenses and other current liabilities | 85,555 | 112,704 | ||
| Total current liabilities | 108,449 | 121,394 | ||
| Other non-current liabilities | 76,791 | 122,237 | ||
| Total liabilities | 185,240 | 243,631 | ||
| Commitments and contingencies | ||||
| Stockholders’ equity: | ||||
| Common stock | 2 | 2 | ||
| Additional paid-in capital | 881,718 | 796,450 | ||
| Accumulated deficit | (182,001) | (88,400) | ||
| Total stockholders’ equity | 699,719 | 708,052 | ||
| Total liabilities and stockholders’ equity | $ | 884,959 | $ | 951,683 |
Investor Relations Contacts:
Shelton Group
Leanne Sievers | Brett Perry
sitm-ir@sheltongroup.com
SiTime Corporation
Beth Howe
Chief Financial Officer
investor.relations@sitime.com