8-K

SILICON LABORATORIES INC. (SLAB)

8-K 2020-01-29 For: 2020-01-29
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Added on April 08, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 29, 2020

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
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(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 January 29, 2020, Silicon Laboratories Inc. (“Silicon Laboratories”) issued a press release describing its results of operations for its fiscal quarter and year ended December 28, 2019. 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 January 29, 2020
104 Cover Page Interactive Data File (formatted as Inline XBRL)

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.
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· Acquisition 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, 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.
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· Restructuring Charges – primarily include costs associated with certain employee terminations, asset impairments and fair value adjustments resulting from observable price changes. Termination costs and fair value adjustments are excluded from non-GAAP financial measures because excluding such amounts provides meaningful supplemental information regarding core ongoing operations.
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· Non-cash interest expense – represents charges for the amortization of the debt discount on Silicon Laboratories’ convertible senior notes. Such interest 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.
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· Income tax adjustments – primarily include the following: the effect of the Tax Cuts & Jobs Act of 2017; 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.
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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.

EXHIBIT INDEX

Exhibit No. Description
99 Press Release of Silicon Laboratories Inc. dated January 29, 2020
104 Cover Page Interactive Data File (formatted as Inline XBRL)

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.
January 29, 2020 /s/ John C. Hollister
Date John C. Hollister<br><br> <br>Senior Vice President and Chief Financial Officer (Principal Financial Officer)

Exhibit 99

Silicon Labs Announces Fourth Quarter2019 Results


--Continued Industry Leadership in a Challenging Macro Environment--

AUSTIN, Texas – Jan. 29,2020 – Silicon Labs (NASDAQ: SLAB), a leading provider of silicon, software and solutions for a smarter, more connected world, today reported financial results for its fourth quarter ended December 28, 2019. Revenue was within the guidance range at $219.4 million, down from $223.3 million in the third quarter. Fourth quarter GAAP and non-GAAP diluted earnings per share (EPS) were $0.22 and $0.84, respectively.

“Despite a challenging macro environment, we are pleased to have outperformed the market with secular growth drivers in IoT and Infrastructure providing some offset to macro weakness,” said Tyson Tuttle, CEO of Silicon Labs. “IoT and Infrastructure now represent 80 percent of our total revenue mix, with each offering a double-digit growth opportunity backed by our large pipeline and strong market traction.”

Fourth Quarter Financial Highlights


· IoT revenue declined to $128 million, down 1% sequentially and up 7% year-on-year.
· Infrastructure revenue increased to $48 million, up 7% sequentially and 5% year-on-year.
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· Broadcast revenue declined to $28 million, down 17% sequentially and 20% year-on-year.
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· Access revenue increased to $15 million, up 4% sequentially and 1% year-on-year.
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On a GAAP basis:

· GAAP gross margin was 60.7%.
· GAAP R&D expenses were $69 million.
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· GAAP SG&A expenses were $51 million.
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· GAAP operating income as a percentage of revenue was 6.0%.
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· GAAP diluted earnings per share were $0.22.
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On a non-GAAP basis, excluding the impact of stock compensation, amortization of acquired intangible assets, restructuring charges, non-cash interest expense on convertible notes, and certain other items as set forth in the reconciliation tables below:

· Non-GAAP gross margin was 60.9%.
· Non-GAAP R&D expenses were $52 million.
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· Non-GAAP SG&A expenses were $39 million.
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· Non-GAAP operating income as a percentage of revenue was 19.3%.
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· Non-GAAP diluted earnings per share were $0.84.
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Product Results

· Collaborated with the Z-Wave® Alliance to open the Z-Wave Specification as a ratified, multi-source wireless smart home<br>standard available to all silicon and stack vendors for development.
· Launched the Bluetooth® EFR32BG22 system-on-chip solution delivering a market-leading combination of security features,<br>wireless performance, energy efficiency, and software tools and stacks to meet the demand for high-volume, battery-powered IoT<br>products.
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· Partnered with Quuppa, a world leader in advanced location systems, to deliver a highly accurate indoor asset tracking solution<br>combining Quuppa’s Intelligent Location System with asset tags based on Silicon Labs’ Bluetooth products.
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· Announced a collaboration with MicroEJ, a leader in trusted embedded environments, to provide an integrated Wi-Fi® solution<br>to securely and cost effectively connect a wide range of IoT devices.
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· Collaborated with Keysight, a test and measurement solutions provider, to streamline the validation of timing solutions critical<br>to system-level designs.
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Business Highlights

· Won the Global Semiconductor Alliance's (GSA) "Most Respected Public Semiconductor Company" award for the fifth year<br>in a row.
· Joined the Connected Home over IP project launched by Amazon, Apple, Google and the Zigbee® Alliance to develop and promote<br>standardization of the smart home ecosystem to increase compatibility among smart home products, driving adoption and growth in<br>the industry.
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· To further accelerate smart home market growth, unveiled plans to host Silicon Labs’ “Works With” Smart Home<br>Conference in Austin, a premier, one-of-a-kind event to be held in September 2020 exclusively for smart home designers and developers<br>interested in creating products that work with the world’s largest smart home ecosystems.
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Business Outlook

The company expects first quarter revenue to be in the range of $209 to $219 million, with Infrastructure up, Broadcast flat, and declines in IoT and Access, and estimates the following:

On a GAAP basis:

· GAAP gross margin at approximately 59.5%.
· GAAP operating expenses at approximately $127 million.
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· GAAP effective tax rate of 0.0%.
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· GAAP diluted (loss)/earnings per share between $(0.03) and $0.07.
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On a non-GAAP basis, and excluding the impact of stock compensation, amortization of acquired intangible assets, restructuring charges, non-cash interest expense on convertible notes, and certain other items as set forth in the reconciliation tables below:

· Non-GAAP gross margin between 59.5% and 60.0%.
· Non-GAAP operating expenses at approximately $97.5 million.
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· Non-GAAP effective tax rate at 11.5%.
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· Non-GAAP diluted earnings per share between $0.57 and $0.67.
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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 (877) 344-7529 (US) or (412) 317-0088 (International) and entering access code 10137937. The replay will be available through February 29, 2020.

About Silicon Labs


Silicon Labs (NASDAQ: SLAB) is a leading provider of silicon, software and solutions for a smarter, more connected world. Our award-winning technologies are shaping the future of the Internet of Things, Internet infrastructure, industrial automation, consumer and automotive markets. Our world-class engineering team creates products focused on performance, energy savings, connectivity and simplicity. 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; risks associated with international activities (including trade barriers); intellectual property litigation risks; risks associated with acquisitions and divestitures; product liability risks; difficulties managing Silicon Labs’ distributors, manufacturers and subcontractors; dependence on a limited number of products and 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; 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 Silicon Labs’ products and its 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, and the Silicon Labs logo are trademarks of Silicon Laboratories Inc. All other product names noted hereinmay be trademarks of their respective holders.

CONTACT: Jalene Hoover, +1 (512) 428-1610, Jalene.Hoover@silabs.com

Silicon Laboratories Inc.

Condensed Consolidated Statements ofIncome

(In thousands, except per share data)

(Unaudited)

Three Months Ended Year Ended
December 28,<br><br> 2019 December 29,<br><br> 2018 December 28,<br><br> 2019 December 29,<br><br> 2018
Revenues $ 219,438 $ 215,534 $ 837,554 $ 868,267
Cost of revenues 86,167 85,291 327,270 346,868
Gross profit 133,271 130,243 510,284 521,399
Operating expenses:
Research and development 69,176 62,933 257,150 238,347
Selling, general and administrative 50,866 48,948 196,437 197,844
Operating expenses 120,042 111,881 453,587 436,191
Operating income 13,229 18,362 56,697 85,208
Other income (expense):
Interest income and other, net 3,494 (273 ) 13,185 6,647
Interest expense (5,105 ) (4,991 ) (20,233 ) (19,694 )
Income before income taxes 11,618 13,098 49,649 72,161
Provision (benefit) for income taxes 1,903 (2,047 ) 30,384 (11,430 )
Net income $ 9,715 $ 15,145 $ 19,265 $ 83,591
Earnings per share:
Basic $ 0.22 $ 0.35 $ 0.44 $ 1.94
Diluted $ 0.22 $ 0.35 $ 0.43 $ 1.90
Weighted-average common shares outstanding:
Basic 43,450 43,109 43,346 43,159
Diluted 44,801 43,774 44,290 44,044


Unaudited Reconciliation of GAAP to Non-GAAPFinancial Measures

(In thousands, except per share data)

Non-GAAP Income<br><br> Statement Items Three Months Ended December 28, 2019
GAAP Measure GAAP Percent of Revenue Stock Compensation Expense Intangible<br><br> Asset<br><br> Amortization Acquisition<br><br> Related<br><br> Items Restructuring<br><br> Charges Non-GAAP <br><br>Measure Non-GAAP <br><br>Percent of Revenue
Revenues $ 219,438
Gross margin 133,271 60.7 % $ 328 $ -- $ 55 $ -- $ 133,654 60.9 %
Research and development 69,176 31.5 % 7,157 7,145 -- 2,847 52,027 23.7 %
Selling, general and administrative 50,866 23.2 % 7,273 2,494 950 791 39,358 17.9 %
Operating income 13,229 6.0 % 14,758 9,639 1,005 3,638 42,269 19.3 %

Non-GAAP Earnings Per Share Three Months Ended December 28, 2019
GAAP Measure Stock Compensation Expense* Intangible<br> Asset<br> Amortization* **** Acquisition Related Items* Restructuring<br> Charges* **** Non-cash Interest Expense* **** Income Tax Adjustments Non- GAAP <br><br>Measure
Net income $ 9,715 $ 14,758 $ 9,639 $ 1,005 $ 3,638 $ 3,001 $ (3,918 ) $ 37,838
Diluted shares outstanding 44,801 44,801
Diluted earnings per share $ 0.22 $ 0.84

* Represents pre-tax amounts


Unaudited Forward-Looking StatementsRegarding Business Outlook

(In millions, except per share data)


Business Outlook Three Months Ending<br> <br>April 4, 2020
GAAP<br> <br>Measure Non-GAAP<br> <br>Adjustments Non-GAAP<br> <br>Measure
Gross margin 59.50 % 0.25 % 59.75 %
Operating expenses $ 127.0 $ 29.5 $ 97.5
Effective tax rate 0 % 11.5 % 11.5 %
Diluted earnings (loss) per share - low $ (0.03 ) $ 0.60 $ 0.57
Diluted earnings per share - high $ 0.07 $ 0.60 $ 0.67

Silicon Laboratories Inc.

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

(Unaudited)


December 29, 2018
Assets
Current assets:
Cash and cash equivalents 227,146 $ 197,043
Short-term investments 498,825 416,779
Accounts receivable, net 75,639 73,194
Inventories 73,057 74,972
Prepaid expenses and other current assets 69,192 64,650
Total current assets 943,859 826,638
Property and equipment, net 135,939 139,049
Goodwill 398,402 397,344
Other intangible assets, net 134,279 170,832
Other assets, net 62,374 90,491
Total assets 1,674,853 $ 1,624,354
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable 38,899 $ 41,171
Deferred revenue and returns liability 19,251 22,494
Other current liabilities 79,551 81,180
Total current liabilities 137,701 144,845
Convertible debt 368,257 354,771
Other non-current liabilities 53,844 57,448
Total liabilities 559,802 557,064
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;<br> 43,496 and 43,088 shares issued and outstanding at December 28, 2019 and December 29, 2018, respectively 4 4
Additional paid-in capital 133,793 107,517
Retained earnings 980,608 961,343
Accumulated other comprehensive income (loss) 646 (1,574 )
Total stockholders' equity 1,115,051 1,067,290
Total liabilities and stockholders' equity 1,674,853 $ 1,624,354

All values are in US Dollars.



Silicon Laboratories Inc.

Condensed Consolidated Statements ofCash Flows

(In thousands)

(Unaudited)


Year Ended
December 28, 2019 December 29, 2018
Operating Activities
Net income $ 19,265 $ 83,591
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation of property and equipment 16,883 15,912
Amortization of other intangible assets and other assets 39,584 44,102
Amortization of debt discount and debt issuance costs 13,485 12,892
Stock-based compensation expense 54,799 50,077
Deferred income taxes 23,048 (8,210 )
Changes in operating assets and liabilities:
Accounts receivable (2,401 ) 3,931
Inventories 2,171 7,660
Prepaid expenses and other assets 8,965 (4,960 )
Accounts payable 7,830 5,952
Other current liabilities and income taxes (6,826 ) (21,828 )
Deferred income, deferred revenue and returns liability (3,243 ) (6,202 )
Other non-current liabilities (7,038 ) (9,375 )
Net cash provided by operating activities 166,522 173,542
Investing Activities
Purchases of available-for-sale investments (424,524 ) (395,904 )
Sales and maturities of available-for-sale investments 344,937 474,129
Purchases of property and equipment (16,279 ) (24,462 )
Purchases of other assets (8,396 ) (11,063 )
Acquisitions of businesses, net of cash acquired (2,510 ) (239,729 )
Net cash used in investing activities (106,772 ) (197,029 )
Financing Activities
Payment of debt issuance costs (1,132 ) --
Repurchases of common stock (26,716 ) (39,276 )
Payment of taxes withheld for vested stock awards (16,295 ) (19,483 )
Proceeds from the issuance of common stock 14,496 13,303
Payment of acquisition-related contingent consideration -- (3,380 )
Net cash used in financing activities (29,647 ) (48,836 )
Increase (decrease) in cash and cash equivalents 30,103 (72,323 )
Cash and cash equivalents at beginning of period 197,043 269,366
Cash and cash equivalents at end of period $ 227,146 $ 197,043