Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): November 4, 2024

SILICON LABORATORIES INC.

(Exact Name of Registrant as Specified in Charter)


Delaware	000-29823	74-2793174
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


400 West Cesar Chavez, Austin, TX			78701
(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):

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 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 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 Securities Exchange Act of 1934. o

Item 2.02. Results of Operations and Financial Condition

On November 4, 2024, Silicon Laboratories Inc. (“Silicon Laboratories”) issued a press release announcing its results of operations for its fiscal quarter ended September 28, 2024. 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 November 4, 2024

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 profit, non-GAAP gross margin, non-GAAP research and development expense and non-GAAP research and development expense as a percentage of revenue, non-GAAP selling, general and administrative expense and non-GAAP selling, general and administrative as a percentage of revenue, non-GAAP operating expenses and non-GAAP operating expenses as a percentage of revenue, non-GAAP operating income (loss) and non-GAAP operating income (loss) as a percentage of revenue, non-GAAP income (loss) before income taxes and equity-method earnings (loss), non-GAAP tax expense, non-GAAP tax rate, non-GAAP net income (loss), and non-GAAP diluted earnings (loss) 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.

•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.

•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.

•Equity-method investment adjustments – primarily include the 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, represent non-operating activity during the period of adjustment, relate to activity in entities outside of the operational control of Silicon Laboratories, and excluding such expense/gain provides meaningful supplemental information regarding core operations.

•Interest expense adjustments – represents losses or gains on the extinguishment of convertible debt and losses or gains 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.

•Income tax adjustments – effective from the first quarter of 2024, represents the application of a long-term non-GAAP tax rate of 20% to non-GAAP income before income taxes. The non-GAAP tax rate is determined based on a multi-year forecast that takes into consideration 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. This non-GAAP tax rate also considers factors such as tax structure, tax positions in various jurisdictions, and key legislation in significant jurisdictions where Silicon Laboratories operates. This non-GAAP tax rate may be subject to change for a variety of reasons, including the rapidly evolving global tax environment, significant changes in geographic earnings mix, changes to strategy or business operations, or corporate organizational changes related to acquisitions or tax planning opportunities.

Pursuant to the requirements of Regulation G, Silicon Laboratories has 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.

November 4, 2024						/s/ Dean Butler
Date						Dean Butler
						Senior Vice President and Chief Financial Officer
						(Principal Financial Officer)

Exhibit 99

Silicon Labs Reports Third Quarter 2024 Results

Wireless IoT leader delivers third-quarter results above the midpoint of its guidance

AUSTIN, Texas – November 4, 2024 – Silicon Labs (NASDAQ: SLAB), a leader in secure, intelligent wireless technology for a more connected world, reported financial results for the third quarter, which ended September 28, 2024.

“Silicon Labs delivered solid sequential revenue growth as several key design wins began ramping in the quarter,” said Matt Johnson, President and Chief Executive Officer at Silicon Labs. “Looking ahead, progress on inventory destocking and demand recovery remains uneven across our end markets. Despite the uncertain market backdrop in the near-term, we remain well-positioned for long-term growth and market share expansion.”

Third Quarter Financial Highlights

•Revenue was $166 million

•Industrial & Commercial revenue for the quarter was $96 million, up 10% sequentially

•Home & Life revenue for the quarter was $70 million, up 22% sequentially

Results on a GAAP basis:

•GAAP gross margin was 54.3%

•GAAP operating expenses were $120 million

•GAAP operating loss was $30 million

•GAAP diluted loss per share was $(0.88)

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 54.5%

•Non-GAAP operating expenses were $99 million

•Non-GAAP operating loss was $8 million

•Non-GAAP diluted loss per share was $(0.13)

Business Highlights

•Silicon Labs’ 5th annual IoT developers conference, Works With, expanded its footprint this year with in-person events in key global regions, including Austin, San Jose, Hyderabad, and Shanghai. This signature event series unites device manufacturers, wireless experts, engineers, and industry leaders, and attracted over 500 companies - among them Amazon, Google, Samsung, and Nvidia. Notably, over 60% of attendees were new to Silicon Labs, with one-third from top strategic customer segments. Silicon Labs will further extend Works With virtually on November 20 & 21, reaching thousands of potential and existing customers worldwide.

•Announced the general availability of its first Wi-Fi 6 solution: the SiWx917. The 917 family of SoC’s is designed from the ground-up for ultra-low-power applications using Wi-Fi 6, Bluetooth, Matter, and IP networking for secure cloud connectivity while offering up to 2 years battery life on a single AAA battery in select IoT applications.

•Announced support for Bluetooth Channel Sounding technology on its current xG24 platform, significantly enhancing the accuracy, interoperability, and security of distance measurement between two Bluetooth Low Energy (LE) devices in applications like building access controls, keyless entry, and asset tracking.

•Announced that Silicon Labs’ MG26 device for Bluetooth and 15.4 connectivity was awarded one of the IoT Evolution's Product of the Year awards. This multiprotocol wireless SoC was announced earlier this year and is built to be future proof as the needs of the IoT grow, featuring the same Matrix Vector Processor for dedicated machine learning as the upcoming Series 3.

Business Outlook

The company expects fourth-quarter revenue to be between $161 to $171 million. The company also estimates the following results:

On a GAAP basis:

•GAAP gross margin to be between 54% to 55%

•GAAP operating expenses of approximately $118 million to $122 million

•GAAP diluted loss per share per share between $(0.75) to $(1.05)

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 to be between 54% to 55%

•Non-GAAP operating expenses of approximately $97 million to $99 million

•Non-GAAP diluted loss per share between $(0.01) to $(0.21)

Earnings Webcast and Conference Call

Silicon Labs will host an earnings conference call to discuss the quarterly results and answer questions at 3:30 pm 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 investor.silabs.com and make a replay available through December 4, 2024.

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, including disruptions in the financial services industry; 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 in the Middle East, and between Russia and Ukraine), terrorism, sanctions or other geopolitical events globally (including in the Middle East, and 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; risks associated with any material weakness in our internal controls over financial reporting; 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 of their 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				Nine Months Ended
	September 28, 2024		September 30, 2023		September 28, 2024		September 30, 2023
Revenues	$	166,395	$	203,760	$	418,137	$	695,413
Cost of revenues	76,082		84,735		196,172		278,753
Gross profit	90,313		119,025		221,965		416,660
Operating expenses:
Research and development	83,228		79,042		249,787		254,340
Selling, general and administrative	36,793		27,766		109,041		113,363
Operating expenses	120,021		106,808		358,828		367,703
Operating income (loss)	(29,708)		12,217		(136,863)		48,957
Other income (expense):
Interest income and other, net	3,487		2,938		9,009		15,554
Interest expense	(278)		(1,359)		(1,050)		(4,611)
Income (loss) before income taxes	(26,499)		13,796		(128,904)		59,900
Provision for income taxes	2,005		3,388		38,283		23,479
Equity-method loss	—		(60)		—		(1,150)
Net income (loss)	$	(28,504)	$	10,348	$	(167,187)	$	35,271

Earnings (loss) per share:
Basic	$	(0.88)	$	0.33	$	(5.21)	$	1.11
Diluted	$	(0.88)	$	0.32	$	(5.21)	$	1.07

Weighted-average common shares outstanding:
Basic	32,309		31,796		32,114		31,789
Diluted	32,309		32,078		32,114		32,919

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-GAAP Financial Measures

(In thousands, except per share data)


	Three Months Ended September 28, 2024
Non-GAAP Income Statement Items	GAAP Measure		GAAP Percent of Revenue		Stock Compensation Expense		Intangible Asset Amortization		Non-GAAP Measure		Non-GAAP Percent of Revenue
Revenues	$	166,395

Gross profit	90,313		54.3	%	$	369	$	—	$	90,682	54.5	%

Research and development	83,228		50.0	%	10,255		5,438		67,535		40.6	%

Selling, general and administrative	36,793		22.1	%	5,279		—		31,514		18.9	%

Operating expenses	120,021		72.1	%	15,534		5,438		99,049		59.5	%

Operating income (loss)	(29,708)		(17.9	%)	15,903		5,438		(8,367)		(5.0	%)


	Three Months Ended September 28, 2024
Non-GAAP Loss Per Share	GAAP Measure		Stock Compensation Expense*		Intangible Asset Amortization*		Income Tax Adjustments		Non- GAAP Measure
Net income (loss)	$	(28,504)	$	15,903	$	5,438	$	3,036	$	(4,127)

Diluted shares outstanding	32,309								32,309

Diluted loss per share	$	(0.88)							$	(0.13)

*Represents pre-tax amounts

Unaudited Forward-Looking Statements Regarding Business Outlook

(In millions, except per share data)

Three Months Ended
December 28, 2024

Business Outlook

GAAP

Measure

Non-GAAP

Adjustments**

Non-GAAP

Measure

Gross margin

54% to 55%

—

54% to 55%

Operating expenses

$118 to $122

$(21) to $(23)

$97 to $99

Diluted loss per share

$(0.75) to $(1.05)

$0.74 to $0.84

$(0.01) to $(0.21)

**Non-GAAP adjustments include the following estimates: stock compensation expense of $16.8 million, intangible asset amortization of $5.4 million, and the application of a long-term non-GAAP tax rate of 20%.

Silicon Laboratories Inc.

Condensed Consolidated Balance Sheets

(In thousands, except per share data)

(Unaudited)


	September 28, 2024		December 30, 2023
Assets
Current assets:
Cash and cash equivalents	$	303,082	$	227,504
Short-term investments	66,596		211,720
Accounts receivable, net	48,879		29,295
Inventories	139,489		194,295
Prepaid expenses and other current assets	56,090		75,117
Total current assets	614,136		737,931
Property and equipment, net	135,317		145,890
Goodwill	376,389		376,389
Other intangible assets, net	41,936		59,533
Other assets, net	81,464		123,313
Total assets	$	1,249,242	$	1,443,056
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	44,648	$	57,498
Revolving line of credit	—		45,000
Deferred revenue and returns liability	8,478		2,117
Other current liabilities	65,179		58,955
Total current liabilities	118,305		163,570

Other non-current liabilities	49,551		70,804
Total liabilities	167,856		234,374
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; 32,343 and 31,897 shares issued and outstanding at September 28, 2024 and December 30, 2023, respectively	3		3
Additional paid-in capital	55,567		16,973
Retained earnings	1,025,544		1,192,731
Accumulated other comprehensive income (loss)	272		(1,025)
Total stockholders’ equity	1,081,386		1,208,682
Total liabilities and stockholders’ equity	$	1,249,242	$	1,443,056

Silicon Laboratories Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Nine Months Ended
	September 28, 2024		September 30, 2023
Operating Activities
Net income (loss)	$	(167,187)	$	35,271
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation of property and equipment	19,302		18,992
Amortization of other intangible assets	17,596		19,162
Amortization of debt issuance costs	—		960

Stock-based compensation expense	45,358		37,167
Equity-method loss	—		1,150
Deferred income taxes	29,100		(5,881)
Changes in operating assets and liabilities:
Accounts receivable	(19,585)		(30,706)
Inventories	54,724		(66,971)
Prepaid expenses and other assets	23,091		8,085
Accounts payable	(13,849)		(37,039)
Other current liabilities and income taxes	(5,004)		(39,155)
Deferred revenue and returns liability	6,361		3,286
Other non-current liabilities	(13,946)		6,794
Net cash used in operating activities	(24,039)		(48,885)

Investing Activities
Purchases of marketable securities	(28,363)		(91,493)
Sales of marketable securities	44,057		365,073
Maturities of marketable securities	131,008		171,766
Purchases of property and equipment	(7,785)		(18,533)
Proceeds from sale of equity investment	12,382		—
Purchases of other assets	—		(395)
Net cash provided by investing activities	151,299		426,418

Financing Activities
Proceeds from revolving line of credit	—		80,000
Payments on debt	(45,000)		(571,157)
Repurchases of common stock	—		(217,137)
Payment of taxes withheld for vested stock awards	(16,078)		(17,239)
Proceeds from the issuance of common stock	9,396		8,013
Net cash used in financing activities	(51,682)		(717,520)

Increase (decrease) in cash and cash equivalents	75,578		(339,987)
Cash and cash equivalents at beginning of period	227,504		499,915
Cash and cash equivalents at end of period	$	303,082	$	159,928

Cover	Nov. 04, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Nov. 04, 2024
Entity Registrant Name	SILICON LABORATORIES INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-29823
Entity Tax Identification Number	74-2793174
Entity Address, Address Line One	400 West Cesar Chavez
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78701
City Area Code	512
Local Phone Number	416-8500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	SLAB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001038074