8-K

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): 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
(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.

· 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.

· 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.

· 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.

· 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.

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 Senior Vice President and Chief Financial Officer (Principal Financial Officer)

EX-99

Exhibit 99

Silicon Labs Announces Fourth Quarter 2019 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.

· Broadcast revenue declined to $28 million, down 17% sequentially and 20% year-on-year.

· Access revenue increased to $15 million, up 4% sequentially and 1% year-on-year.

On a GAAP basis:

· GAAP gross margin was 60.7%.

· GAAP R&D expenses were $69 million.

· GAAP SG&A expenses were $51 million.

· GAAP operating income as a percentage of revenue was 6.0%.

· GAAP diluted earnings per share were $0.22.

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.

· Non-GAAP SG&A expenses were $39 million.

· Non-GAAP operating income as a percentage of revenue was 19.3%.

· Non-GAAP diluted earnings per share were $0.84.

Product Results

· Collaborated with the Z-Wave® Alliance to open the Z-Wave Specification as a ratified, multi-source wireless smart home 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, wireless performance, energy efficiency, and software tools and stacks to meet the demand for high-volume, battery-powered IoT products.

· Partnered with Quuppa, a world leader in advanced location systems, to deliver a highly accurate indoor asset tracking solution combining Quuppa’s Intelligent Location System with asset tags based on Silicon Labs’ Bluetooth products.

· Announced a collaboration with MicroEJ, a leader in trusted embedded environments, to provide an integrated Wi-Fi® solution to securely and cost effectively connect a wide range of IoT devices.

· Collaborated with Keysight, a test and measurement solutions provider, to streamline the validation of timing solutions critical to system-level designs.

Business Highlights

· Won the Global Semiconductor Alliance's (GSA) "Most Respected Public Semiconductor Company" award for the fifth year in a row.

· Joined the Connected Home over IP project launched by Amazon, Apple, Google and the Zigbee® Alliance to develop and promote standardization of the smart home ecosystem to increase compatibility among smart home products, driving adoption and growth in the industry.

· To further accelerate smart home market growth, unveiled plans to host Silicon Labs’ “Works With” Smart Home Conference in Austin, a premier, one-of-a-kind event to be held in September 2020 exclusively for smart home designers and developers interested in creating products that work with the world’s largest smart home ecosystems.

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.

· GAAP effective tax rate of 0.0%.

· GAAP diluted (loss)/earnings per share between $(0.03) and $0.07.

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.

· Non-GAAP effective tax rate at 11.5%.

· Non-GAAP diluted earnings per share between $0.57 and $0.67.

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 herein may be trademarks of their respective holders.

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

Silicon Laboratories Inc.

Condensed Consolidated Statements of Income

(In thousands, except per share data)

(Unaudited)

	Three Months Ended						Year Ended
	December 28, 2019			December 29, 2018			December 28, 2019			December 29, 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-GAAP Financial Measures

(In thousands, except per share data)

Non-GAAP Income Statement Items	Three Months Ended December 28, 2019
	GAAP Measure		GAAP Percent of Revenue			Stock Compensation Expense		Intangible Asset Amortization		Acquisition Related Items		Restructuring Charges		Non-GAAP Measure		Non-GAAP 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 Asset Amortization*		Acquisition Related Items*		Restructuring Charges*		Non-cash Interest Expense*		Income Tax Adjustments			Non- GAAP 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 Statements Regarding Business Outlook

(In millions, except per share data)

Business Outlook	Three Months Ending April 4, 2020
	GAAP Measure			Non-GAAP Adjustments			Non-GAAP 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 28, 2019		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; 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

Silicon Laboratories Inc.

Condensed Consolidated Statements of Cash 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

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Cover	Jan. 29, 2020
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Jan. 29, 2020
Entity File Number	000-29823
Entity Registrant Name	SILICON LABORATORIES INC.
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Entity Tax Identification Number	74-2793174
Entity Incorporation, State or Country Code	DE
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
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Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	SLAB
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false