8-K

SILICON LABORATORIES INC. (SLAB)

8-K 2023-02-01 For: 2023-02-01
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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): February 1, 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
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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 February 1, 2023, Silicon Laboratories Inc. (“Silicon Laboratories”) issued a press release describing its results of operations for its fiscal quarter ended December 31, 2022. 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<br> of Silicon Laboratories Inc. dated February 1, 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.
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· 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.
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· 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.
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· 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.
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· 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.
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· 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.
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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.

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.
February 1, 2023 /s/ John C. Hollister
Date John C. Hollister<br><br> <br>Senior Vice President and**** Chief Financial Officer<br><br> <br>(Principal Financial Officer)

Exhibit 99

Silicon Labs Reports Fourth Quarter and FullYear 2022 Results

IoT leader doubles revenue in two years to morethan $1 billion

AUSTIN,Texas – February 1, 2023 – Silicon Labs (NASDAQ: SLAB), a leader in secure, intelligent wireless technology for a more connected world, reported financial results for the fourth quarter, which ended December 31, 2022. Revenue exceeded the top end of the guidance range at $257 million, up 23% year-on-year. Silicon Labs saw full-year revenue growth across both its Industrial & Commercial and Home & Life product groups.

“We are incredibly proud of our team’s execution in doubling our organic revenue in two years to more than $1 billion annually, while at the same time increasing our design wins by 120%,” said Matt Johnson, President and Chief Executive Officer at Silicon Labs. “The strength of our opportunity funnel and design win pipeline gives us confidence in our ability to continue expanding our leadership position in IoT while navigating the current economic uncertainty.”

Fourth Quarter Financial Highlights

· Revenue was $257 million, up 23% year-on-year
· Industrial & Commercial revenue for the quarter was $157 million, up 36% year-on-year
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· Home & Life revenue for the quarter was $100 million, up 8% year-on-year
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· Gross margin of 61% was favorable due to strong product, pricing, and customer mix in the quarter
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Results on a GAAP basis:

· GAAP gross margin was 61%
· GAAP R&D expenses were $87 million
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· GAAP SG&A expenses were $47 million
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· GAAP operating income as a percentage of revenue was 9%
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· GAAP diluted earnings per share were $0.76
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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 61%
· Non-GAAP R&D expenses were $70 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%
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· Non-GAAP diluted earnings per share were $1.31
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Business Highlights

· The Connectivity Standards Alliance (CSA) announced the release of Matter 1.0, the application layer protocol developed specifically<br>to address device interoperability within the smart home. Silicon Labs is the leading semiconductor company code contributor to Matter,<br>and as of the end of 2022, claims 86% of Matter over Thread’s industry certifications. Silicon Labs has become a one-stop resource<br>for Matter devices, border routers, and bridges so developers can easily bridge Matter to other IoT development platforms like Wi-Fi,<br>Zigbee, Thread, and Z-Wave while leveraging their experience with Silicon Labs’ hardware and tools.
· Silicon Labs President and CEO Matt Johnson was elected Chair of the Semiconductor Industry Association (SIA) Board of Directors.<br>SIA represents 99% of the U.S. semiconductor industry by revenue and nearly two-thirds of non-U.S. chip firms.
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· Completed the buyback of $200 million of the company’s shares in the quarter, resulting in the retirement of 1.6 million shares<br>and bringing the total share repurchase activity since the announcement of the divestiture in April 2021 to more than $2 billion,<br>retiring more than 25% of the then outstanding shares.
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Business Outlook

The company expects first-quarter revenue to be between $242 to $252 million. The company also estimates the following results:

On a GAAP basis:

· GAAP gross margin of approximately 63%
· GAAP operating expenses of approximately $139 million
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· GAAP effective tax rate of approximately 31%
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· GAAP diluted earnings per share between $0.36 to $0.46
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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 of approximately 63%
· Non-GAAP operating expenses of approximately $111 million
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· Non-GAAP effective tax rate of approximately 23%
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· Non-GAAP diluted earnings per share between $1.07 to $1.17
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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 March 1, 2023, online or by calling (877) 344-7529 (US) or (412) 317-0088 (international) and entering access code 2355666.

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; 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 oftheir respective holders.

CONTACT: Thomas Haws, Investor Relations Manager, (512) 416-8500, investor.relations@silabs.com

Silicon Laboratories Inc.

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

Three Months Ended Year Ended
December 31,<br><br> 2022 January 1, 2022 December 31, 2022 January 1, 2022
Revenues $ 257,325 $ 208,680 $ 1,024,106 $ 720,860
Cost of revenues 100,028 80,849 381,549 295,468
Gross profit 157,297 127,831 642,557 425,392
Operating expenses:
Research and development 86,649 71,705 332,326 273,208
Selling, general and administrative 46,573 53,487 190,971 185,022
Operating expenses 133,222 125,192 523,297 458,230
Operating income (loss) 24,075 2,639 119,260 (32,838 )
Other income (expense):
Interest income and other, net 4,299 2,595 13,915 5,696
Interest expense (1,849 ) (6,628 ) (6,723 ) (31,033 )
Income (loss) from continuing operations before income taxes 26,525 (1,394 ) 126,452 (58,175 )
Provision for income taxes 1,579 884 38,450 13,427
Equity-method earnings 415 7,791 3,400 13,728
Income (loss) from continuing operations 25,361 5,513 91,402 (57,874 )
Income (loss) from discontinued operations, net of income taxes -- (8,611 ) -- 2,175,273
Net income (loss) $ 25,361 $ (3,098 ) $ 91,402 $ 2,117,399
Basic earnings (loss) per share:
Continuing operations $ 0.78 $ 0.14 $ 2.61 $ (1.35 )
Net income $ 0.78 $ (0.08 ) $ 2.61 $ 49.44
Diluted earnings (loss) per share:
Continuing operations $ 0.76 $ 0.13 $ 2.54 $ (1.35 )
Net income $ 0.76 $ (0.08 ) $ 2.54 $ 47.78
Weighted-average common shares outstanding:
Basic 32,542 38,965 35,086 42,830
Diluted 33,265 41,031 36,042 44,315

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-GAAPFinancial Measures

(In thousands, except per share data)

Three Months Ended <br><br>December 31, 2022
Non-GAAP Income Statement Items GAAP<br><br> Measure GAAP <br><br>Percent of<br><br> Revenue Stock<br><br> Compensation<br><br> Expense Intangible Asset<br><br> Amortization Termination<br><br> Costs & Other Non-<br><br>GAAP<br><br> Measure Non-GAAP<br><br> Percent of<br><br> Revenue
Revenues $ 257,325
Gross profit 157,297 61.1 % $ 318 $ -- $ -- $ 157,615 61.3 %
Research and development 86,649 33.7 % 9,378 6,724 873 69,674 27.1 %
Selling, general and administrative 46,573 18.1 % 7,601 19 (279 ) 39,232 15.2 %
Operating income 24,075 9.4 % 17,297 6,743 594 48,709 18.9 %
Three Months Ended <br><br>December 31, 2022
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Non-GAAP Earnings Per Share GAAP<br><br> Measure Stock<br><br> Compensation<br><br> Expense* Intangible<br><br> Asset<br><br> Amortization* Termination<br><br> Costs & Other* Equity-Method<br><br> Investment<br><br> Adjustments* Income <br><br>Tax<br><br> Adjustments Non- <br><br>GAAP<br><br> Measure
Net income $ 25,361 $ 17,297 $ 6,743 $ 594 $ (414 ) $ (6,047 ) $ 43,534
Diluted shares outstanding 33,265 33,265
Diluted earnings per share $ 0.76 $ 1.31

* Represents pre-tax amounts

Unaudited Forward-Looking Statements RegardingBusiness Outlook

(In millions, except per share data)

Three Months Ending <br><br>April 1, 2023
Business Outlook GAAP Measure Non-GAAP<br><br> Adjustments** Non-GAAP<br><br> Measure
Gross margin 63 % 0 % 63 %
Operating expenses $ 139 $ (28 ) $ 111
Effective tax rate 31 % (8 )% 23 %
Diluted earnings per share - low $ 0.36 $ 0.71 $ 1.07
Diluted earnings per share - high $ 0.46 $ 0.71 $ 1.17

** Non-GAAP adjustments include the following estimates: stock compensation expense of $16.6 million, intangible asset amortization of $6.5 million, termination costs of $5.4 million, and the associated tax impact from the aforementioned items.

Silicon Laboratories Inc.

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

(Unaudited)

January 1, <br><br>2022
Assets
Current assets:
Cash and cash equivalents 499,915 $ 1,074,623
Short-term investments 692,024 964,582
Accounts receivable, net 71,437 98,313
Inventories 100,417 49,307
Prepaid expenses and other current assets 97,570 51,748
Total current assets 1,461,363 2,238,573
Property and equipment, net 152,016 146,516
Goodwill 376,389 376,389
Other intangible assets, net 84,907 118,978
Other assets, net 94,753 77,839
Total assets 2,169,428 $ 2,958,295
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable 89,860 $ 47,327
Current portion of convertible debt, net -- 450,599
Deferred revenue and returns liability 6,780 13,849
Other current liabilities 89,136 157,052
Total current liabilities 185,776 668,827
Convertible debt, net 529,573 --
Other non-current liabilities 49,071 77,044
Total liabilities 764,420 745,871
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; 31,994 and 38,481 shares issued and outstanding at December 31, 2022 and January 1, 2022, respectively 3 4
Retained earnings 1,415,693 2,214,839
Accumulated other comprehensive loss (10,688 ) (2,419 )
Total stockholders’ equity 1,405,008 2,212,424
Total liabilities and stockholders’ equity 2,169,428 $ 2,958,295

All values are in US Dollars.

Silicon Laboratories Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Year Ended
December 31,<br><br> 2022 January 1, <br><br>2022
Operating Activities
Net income $ 91,402 $ 2,117,399
Adjustments to reconcile net income to net cash provided by (used in) operating activities of continuing operations:
Income from discontinued operations, net of income taxes -- (2,175,273 )
Depreciation of property and equipment 22,524 18,051
Amortization of other intangible assets 34,071 44,505
Amortization of debt discount and debt issuance costs 2,003 22,767
Loss on extinguishment of convertible debt 3 3,370
Stock-based compensation expense 60,510 56,842
Equity-method earnings (3,400 ) (13,728 )
Deferred income taxes (18,240 ) (3,414 )
Changes in operating assets and liabilities:
Accounts receivable 26,876 (3,144 )
Inventories (51,044 ) (1,510 )
Prepaid expenses and other assets (31,240 ) 44,664
Accounts payable 36,797 (7,704 )
Other current liabilities and income taxes (12,738 ) 2,109
Deferred revenue and returns liability (7,069 ) 863
Other non-current liabilities (9,181 ) (14,599 )
Net cash provided by operating activities of continuing operations 141,274 91,198
Investing Activities
Purchases of marketable securities (607,237 ) (1,541,971 )
Sales of marketable securities 223,354 250,075
Maturities of marketable securities 650,946 844,966
Purchases of property and equipment (26,525 ) (28,577 )
Purchases of other assets -- (1,158 )
Net cash provided by (used in) investing activities of continuing operations 240,538 (476,665 )
Financing Activities
Payments on debt (21 ) (140,572 )
Repurchases of common stock (883,424 ) (1,150,044 )
Payment of taxes withheld for vested stock awards (15,387 ) (22,239 )
Proceeds from the issuance of common stock 11,779 14,183
Net cash used in financing activities of continuing operations (887,053 ) (1,298,672 )
Discontinued Operations
Operating activities (69,467 ) (191,642 )
Investing activities -- 2,747,684
Net cash provided by (used in) discontinued operations (69,467 ) 2,556,042
Increase (decrease) in cash and cash equivalents (574,708 ) 871,903
Cash and cash equivalents at beginning of period 1,074,623 202,720
Cash and cash equivalents at end of period $ 499,915 $ 1,074,623