8-K

SILICON LABORATORIES INC. (SLAB)

8-K 2022-07-27 For: 2022-07-27
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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): July 27, 2022

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 July 27 2022, Silicon Laboratories Inc. (“Silicon Laboratories”) issued a press release describing its results of operations for its fiscal quarter ended July 2, 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 of Silicon Laboratories Inc. dated July 27, 2022
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 adjustments – primarily include costs associated with certain employee terminations, asset impairments and fair value adjustments resulting from observable price changes. Termination costs, impairments 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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· 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.
July 27, 2022 /s/ John C. Hollister
Date John C. HollisterSenior Vice President andChief Financial Officer(Principal Financial Officer)

Exhibit 99

Silicon LabsGrows Revenue 55% in Second Quarter 2022

IoT Leader AchievesSignificant Revenue Growth in Industrial & Commercial and Home & Life Business Units

AUSTIN, Texas – July 27,2022 – Silicon Labs (NASDAQ: SLAB), a leader in secure, intelligent wireless technology for a more connected world, reported robust financial results for the second quarter, which ended July 2, 2022. Revenue exceeded the top end of the guidance range at $263 million, up 13% sequentially and 55% year-on-year.

“We continue to gain momentum, building on strong design win performance, a growing opportunity funnel and market share expansion despite the challenging macro environment. We delivered record revenue in the quarter and operating results ahead of model, driving strong EPS growth," said Matt Johnson, President and Chief Executive Officer of Silicon Labs. “We just marked the one-year anniversary of becoming a pure-play IoT company, and we are more confident than ever in our ability to lead and scale in the large and growing IoT wireless market.”

Second Quarter Financial Highlights

Revenue increased to $263 million,<br> up 13% sequentially and 55% year-on-year
Industrial & Commercial<br> revenue for the quarter was $144 million, up 61% year-on-year
Home & Life revenue for<br> the quarter was $119 million, up 49% year-on-year
Gross margin of 62% was slightly<br> favorable due to product mix in the quarter

Results on a GAAP basis:

GAAP gross margin was 62%
GAAP R&D expenses were $84<br> million
GAAP SG&A expenses were $49<br> million
GAAP operating income as a percentage<br> of revenue was 12%
GAAP diluted earnings per share<br> were $0.60

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 reconciliation tables were as follows:

Non-GAAP gross margin was 62%
Non-GAAP R&D expenses were<br> $68 million
Non-GAAP SG&A expenses were<br> $41 million
Non-GAAP operating income as a<br> percentage of revenue was 21%
Non-GAAP diluted earnings per share<br> were $1.17

Business Highlights

Announced a new Bluetooth Location<br> Services solution using accurate, low-power Bluetooth devices to simplify Angle of Arrival<br> (AoA) and Angle of Departure (AoD) location services. This new platform combines the industry-leading<br> energy efficiency of Silicon Labs’ BG22 system-in-a package (SiP) modules and SoCs,<br> which can operate for up to ten years on only a coin cell battery, with advanced software<br> that can track assets, improve indoor navigation, and locate tags with sub-meter accuracy.
Completed the buyback of $350 million<br> of the company's shares through the most recent open market repurchase program, resulting<br> in the retirement of 2.5 million shares and bringing the year-to-date total for share repurchases<br> to $600 million, retiring a total of 4.3 million shares. Additionally, the company’s<br> board of directors has authorized a new $250 million open market repurchase program of the<br> company’s common stock, through the end of 2023.
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Announced the appointment of Robert<br> (“Bob”) Conrad to the company's board of directors. Conrad brings nearly 40 years<br> of experience in the semiconductor industry, most recently with NXP Semiconductors (NASDAQ:<br> NXPI) as SVP of the Automotive Microcontrollers and Processors Business until his retirement<br> in 2019. In addition, Bob brings significant experience driving strategic focus and successfully<br> scaling businesses.
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William (“Bill”) Wood<br> announced he will not stand for reelection and will be retiring from the Silicon Labs board<br> after 25 years of service. Bill joined the board of directors in 1997 and served as lead<br> director from 2005-2021. His board tenure concludes at the 2023 annual meeting of stockholders.
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“Bill Wood has been instrumental to Silicon Labs’ success since the very beginning of our journey,” said Johnson. “We’re grateful for his leadership throughout the years and wish him the very best.”

Business Outlook

The company expects third-quarter revenue to be in the range of $265 to $275 million. The company also estimates the following results:

On a GAAP basis:

GAAP gross margin of approximately<br> 60%
GAAP operating expenses of approximately<br> $137 million
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GAAP effective tax rate of approximately<br> 36%
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GAAP diluted earnings per share<br> between $0.49 to $0.59
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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<br> 60.5%
Non-GAAP operating expenses of<br> approximately $113 million
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Non-GAAP effective tax rate of<br> approximately 26%
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Non-GAAP diluted earnings per share<br> between $1.08 to $1.18
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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 August 3, 2022, online or by calling (877) 344-7529 (US) or (412) 317-0088 (international) and entering access code 2437694.

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 timing and scope of share repurchases, and/or dividends; the impact of COVID-19 on the U.S. and global economy, including the restrictions on travel and transportation and other actions taken by governmental authorities and disruptions to the business of our customers or our global supply chain that have occurred or may occur in the future, the ongoing impact of COVID-19 on our employees and our ability to provide services to our customers and respond to their needs; 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; 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, including 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; 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 and other factors that are detailed in the SEC filings of Silicon Laboratories Inc. The level of share repurchases and/or dividends depends on market conditions and the level of other uses of cash. 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 namesnoted herein may be trademarks of their respective holders.

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

Silicon LaboratoriesInc.

Condensed ConsolidatedStatements of Income

(In thousands,except per share data)

(Unaudited)

Three Months Ended Six Months Ended
July 2,<br><br>2022 July 3,<br><br>2021 July 2,<br><br>2022 July 3,<br><br>2021
Revenues $ 263,150 $ 169,492 $ 496,964 $ 327,349
Cost of revenues 99,247 73,194 177,289 139,297
Gross profit 163,903 96,298 319,675 188,052
Operating expenses:
Research and development 83,511 64,832 161,053 128,847
Selling, general and administrative 49,013 42,953 93,660 85,407
Operating expenses 132,524 107,785 254,713 214,254
Operating income (loss) 31,379 (11,487 ) 64,962 (26,202 )
Other income (expense):
Interest income and other, net 3,445 475 4,944 1,624
Interest expense (1,667 ) (6,486 ) (3,347 ) (17,810 )
Income (loss) from continuing operations before income taxes 33,157 (17,498 ) 66,559 (42,388 )
Provision for income taxes 10,994 1,165 22,683 3,157
Equity-method earnings (28 ) 172 1,166 1,898
Income (loss) from continuing operations 22,135 (18,491 ) 45,042 (43,647 )
Income from discontinued operations, net of income taxes -- 38,423 -- 77,088
Net income $ 22,135 $ 19,932 $ 45,042 $ 33,441
Basic earnings (loss) per share:
Continuing operations $ 0.62 $ (0.41 ) $ 1.22 $ (0.98 )
Net income $ 0.62 $ 0.44 $ 1.22 $ 0.75
Diluted earnings (loss) per share:
Continuing operations $ 0.60 $ (0.41 ) $ 1.18 $ (0.98 )
Net income $ 0.60 $ 0.44 $ 1.18 $ 0.73
Weighted-average common shares outstanding:
Basic 35,722 44,803 36,862 44,481
Diluted 36,604 45,756 38,063 45,794

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>July 2, 2022
Non-GAAP Income Statement Items GAAP<br> <br>Measure GAAP<br> <br>Percent of Revenue Stock<br><br> Compensation<br><br> Expense Intangible<br><br> Asset<br><br> Amortization Non-GAAP<br> <br>Measure Non-GAAP<br> <br>Percent of Revenue
Revenues $ 263,150
Gross profit 163,903 62.3 % $ 274 $ -- $ 164,177 62.4 %
Research and development 83,511 31.7 % 7,703 7,363 68,445 26.0 %
Selling, general and administrative 49,013 18.7 % 6,412 1,479 41,122 15.6 %
Operating income 31,379 11.9 % 14,389 8,842 54,610 20.8 %
Three Months Ended<br> <br>July 2, 2022
Non-GAAP Earnings Per Share GAAP<br> <br>Measure Stock<br> <br>Compensation Expense* Intangible<br><br> Asset<br><br> Amortization* Equity-Method<br> <br>Investment Adjustments* Income<br> <br>Tax<br> <br>Adjustments Non-<br> <br>GAAP<br> <br>Measure
Net income $ 22,135 $ 14,389 $ 8,842 $ 28 $ (2,631 ) $ 42,763
Diluted shares outstanding 36,604 36,604
Diluted earnings per share $ 0.60 $ 1.17

* Represents pre-tax amounts

Unaudited Forward-Looking Statements RegardingBusiness Outlook

(In millions, except per share data)

Three Months Ending<br> <br>October 1, 2022
Business Outlook GAAP<br> <br>Measure Non-GAAP<br> <br>Adjustments* Non-GAAP<br> <br>Measure
Gross margin 60 % 0.5 % 60.5 %
Operating expenses $ 137 $ (24 ) $ 113
Effective tax rate 36 % (10 )% 26 %
Diluted earnings per share - low $ 0.49 $ 0.59 $ 1.08
Diluted earnings per share - high $ 0.59 $ 0.59 $ 1.18

* Non-GAAP adjustments include the following estimates: stock compensation expense of $16.3 million, intangible asset amortization of $8.1 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>2022
Assets
Current assets:
Cash and cash equivalents 504,850 $ 1,074,623
Short-term investments 972,845 964,582
Accounts receivable, net 72,106 98,313
Inventories 74,026 49,307
Prepaid expenses and other current assets 86,138 51,748
Total current assets 1,709,965 2,238,573
Property and equipment, net 149,447 146,516
Goodwill 376,389 376,389
Other intangible assets, net 99,784 118,978
Other assets, net 83,813 77,839
Total assets 2,419,398 $ 2,958,295
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable 95,365 $ 47,327
Current portion of convertible debt, net -- 450,599
Deferred revenue and returns liability 10,696 13,849
Other current liabilities 126,058 157,052
Total current liabilities 232,119 668,827
Convertible debt, net 528,564 --
Other non-current liabilities 53,371 77,044
Total liabilities 814,054 745,871
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; <br>34,223 and 38,481 shares issued and outstanding at<br> July 2, 2022 and January 1, 2022, respectively 3 4
Retained earnings 1,619,396 2,214,839
Accumulated other comprehensive loss (14,055 ) (2,419 )
Total stockholders’ equity 1,605,344 2,212,424
Total liabilities and stockholders’ equity 2,419,398 $ 2,958,295

All values are in US Dollars.

Silicon Laboratories Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Six Months Ended
July 2,2022 July 3, <br><br>2021
Operating Activities
Net income $ 45,042 $ 33,441
Adjustments to reconcile net income to cash provided by operating activities <br>of continuing operations:
Income from discontinued operations, net of income taxes -- (77,088 )
Depreciation of property and equipment 10,561 8,184
Amortization of other intangible assets 19,194 22,902
Amortization of debt discount and debt issuance costs 994 11,822
Loss on extinguishment of convertible debt 3 3,370
Stock-based compensation expense 27,264 22,620
Equity-method earnings (1,166 ) (1,898 )
Deferred income taxes (9,344 ) (5,644 )
Changes in operating assets and liabilities:
Accounts receivable 26,207 (4,377 )
Inventories (24,714 ) (4,447 )
Prepaid expenses and other assets (25,286 ) (3,591 )
Accounts payable 25,606 14,711
Other current liabilities and income taxes (3,418 ) (10,626 )
Deferred revenue and returns liability (3,153 ) (175 )
Other non-current liabilities (4,416 ) (3,464 )
Net cash provided by operating activities of continuing operations 83,374 5,740
Investing Activities
Purchases of marketable securities (554,267 ) (80,426 )
Sales of marketable securities 27,404 186,626
Maturities of marketable securities 511,296 100,023
Purchases of property and equipment (12,322 ) (10,779 )
Purchases of other assets -- (578 )
Net cash provided by (used in) investing activities of continuing operations (27,889 ) 194,866
Financing Activities
Payments on debt (21 ) (140,572 )
Repurchases of common stock (579,040 ) (18,982 )
Payment of taxes withheld for vested stock awards (13,958 ) (19,732 )
Proceeds from the issuance of common stock 6,365 8,388
Net cash used in financing activities of continuing operations (586,654 ) (170,898 )
Discontinued Operations
Operating activities (38,604 ) 72,674
Investing activities -- (2,018 )
Net cash provided by (used in) discontinued operations (38,604 ) 70,656
Increase (decrease) in cash and cash equivalents (569,773 ) 100,364
Cash and cash equivalents at beginning of period 1,074,623 202,720
Cash and cash equivalents at end of period $ 504,850 $ 303,084