Item 1. Financial Statements
Item 1. Financial Statements
Silicon Laboratories Inc.
Condensed Consolidated Balance Sheets
(In thousands, except per share data)
(Unaudited)
October 1,
January 1,
2022
2022
Assets
Current assets:
Cash and cash equivalents
$
483,277
$
1,074,623
Short-term investments
893,131
964,582
Accounts receivable, net
76,672
98,313
Inventories
88,447
49,307
Prepaid expenses and other current assets
84,109
51,748
Total current assets
1,625,636
2,238,573
Property and equipment, net
151,610
146,516
Goodwill
376,389
376,389
Other intangible assets, net
91,650
118,978
Other assets, net
91,012
77,839
Total assets
$
2,336,297
$
2,958,295
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable
$
81,676
$
47,327
Current portion of convertible debt, net
—
450,599
Deferred revenue and returns liability
11,705
13,849
Other current liabilities
112,320
157,052
Total current liabilities
205,701
668,827
Convertible debt, net
529,062
—
Other non-current liabilities
49,890
77,044
Total liabilities
784,653
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; 33,530 and 38,481 shares issued and outstanding at October 1, 2022 and January 1, 2022, respectively
3
4
Retained earnings
1,568,108
2,214,839
Accumulated other comprehensive loss
( 16,467 )
( 2,419 )
Total stockholders’ equity
1,551,644
2,212,424
Total liabilities and stockholders’ equity
$
2,336,297
$
2,958,295
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
3
Table of Contents
Silicon Laboratories Inc.
Condensed Consolidated Statements of Income
(In thousands, except per share data)
(Unaudited)
Three Months Ended
Nine Months Ended
October 1,
October 2,
October 1,
October 2,
2022
2021
2022
2021
Revenues
$
269,817
$
184,831
$
766,781
$
512,180
Cost of revenues
104,232
75,322
281,521
214,619
Gross profit
165,585
109,509
485,260
297,561
Operating expenses:
Research and development
84,624
72,656
245,677
201,503
Selling, general and administrative
50,738
46,128
144,398
131,535
Operating expenses
135,362
118,784
390,075
333,038
Operating income (loss)
30,223
( 9,275 )
95,185
( 35,477 )
Other income (expense):
Interest income and other, net
4,672
1,476
9,616
3,100
Interest expense
( 1,527 )
( 6,595 )
( 4,874 )
( 24,405 )
Income (loss) from continuing operations before income taxes
33,368
( 14,394 )
99,927
( 56,782 )
Provision for income taxes
14,188
9,386
36,871
12,543
Equity-method earnings
1,819
4,040
2,985
5,938
Income (loss) from continuing operations
20,999
( 19,740 )
66,041
( 63,387 )
Income from discontinued operations, net of income taxes
—
2,106,796
—
2,183,884
Net income
$
20,999
$
2,087,056
$
66,041
$
2,120,497
Basic earnings (loss) per share:
Continuing operations
$
0.62
$
( 0.45 )
$
1.84
$
( 1.44 )
Net income
$
0.62
$
48.11
$
1.84
$
48.08
Diluted earnings (loss) per share:
Continuing operations
$
0.60
$
( 0.45 )
$
1.79
$
( 1.44 )
Net income
$
0.60
$
46.76
$
1.79
$
46.71
Weighted-average common shares outstanding:
Basic
34,079
43,385
35,935
44,103
Diluted
34,779
44,634
36,968
45,394
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
4
Table of Contents
Silicon Laboratories Inc.
Condensed Consolidated Statements of Comprehensive Income
(In thousands)
(Unaudited)
Three Months Ended
Nine Months Ended
October 1,
October 2,
October 1,
October 2,
2022
2021
2022
2021
Net income
$
20,999
$
2,087,056
$
66,041
$
2,120,497
Other comprehensive loss, before tax
Net changes to available-for-sale securities
Unrealized losses arising during the period
( 3,359 )
( 492 )
( 16,064 )
( 1,892 )
Reclassification for (gains) losses included in net income
56
25
479
( 372 )
Net changes to cash flow hedges
Unrealized losses arising during the period
( 1,574 )
( 246 )
( 5,119 )
( 516 )
Reclassification for (gains) losses included in net income
1,821
30
2,913
( 290 )
Other comprehensive loss, before tax
( 3,056 )
( 683 )
( 17,791 )
( 3,070 )
Provision (benefit) for income taxes
( 644 )
( 143 )
( 3,743 )
( 645 )
Other comprehensive loss
( 2,412 )
( 540 )
( 14,048 )
( 2,425 )
Comprehensive income
$
18,587
$
2,086,516
$
51,993
$
2,118,072
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
5
Table of Contents
Silicon Laboratories Inc.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(In thousands)
(Unaudited)
Additional
Accumulated Other
Total
Common
Paid-In
Retained
Comprehensive
Stockholders’
Three Months Ended October 1, 2022
Shares
Stock
Capital
Earnings
Income (Loss)
Equity
Balance as of July 2, 2022
34,223
$
3
$
—
$
1,619,396
$
( 14,055 )
$
1,605,344
Net income
—
—
—
20,999
—
20,999
Other comprehensive loss
—
—
—
—
( 2,412 )
( 2,412 )
Stock issuances, net of shares withheld for taxes
15
—
( 773 )
—
—
( 773 )
Repurchases of common stock
( 708 )
—
( 15,211 )
( 72,287 )
—
( 87,498 )
Stock-based compensation
—
—
15,984
—
—
15,984
Balance as of October 1, 2022
33,530
$
3
$
—
$
1,568,108
$
( 16,467 )
$
1,551,644
Additional
Accumulated Other
Total
Common
Paid-In
Retained
Comprehensive
Stockholders’
Three Months Ended October 2, 2021
Shares
Stock
Capital
Earnings
Income (Loss)
Equity
Balance as of July 3, 2021
44,764
$
4
$
200,716
$
1,027,105
$
( 71 )
$
1,227,754
Net income
—
—
—
2,087,056
—
2,087,056
Other comprehensive loss
—
—
—
—
( 540 )
( 540 )
Stock issuances, net of shares withheld for taxes
30
—
( 1,430 )
—
—
( 1,430 )
Repurchases of common stock
( 4,247 )
—
( 210,204 )
( 465,971 )
—
( 676,175 )
Stock-based compensation
—
—
10,918
—
—
10,918
Balance as of October 2, 2021
40,547
$
4
$
—
$
2,648,190
$
( 611 )
$
2,647,583
Additional
Accumulated Other
Total
Common
Paid-In
Retained
Comprehensive
Stockholders’
Nine Months Ended October 1, 2022
Shares
Stock
Capital
Earnings
Income (Loss)
Equity
Balance as of January 1, 2022
38,481
$
4
$
—
$
2,214,839
$
( 2,419 )
$
2,212,424
Cumulative effect of adoption of accounting standard
—
—
—
( 59,963 )
—
( 59,963 )
Net income
—
—
—
66,041
—
66,041
Other comprehensive loss
—
—
—
—
( 14,048 )
( 14,048 )
Stock issuances, net of shares withheld for taxes
316
—
( 8,367 )
—
—
( 8,367 )
Repurchases of common stock
( 5,267 )
( 1 )
( 34,885 )
( 652,809 )
—
( 687,695 )
Stock-based compensation
—
—
43,252
—
—
43,252
Balance as of October 1, 2022
33,530
$
3
$
—
$
1,568,108
$
( 16,467 )
$
1,551,644
Additional
Accumulated Other
Total
Common
Paid-In
Retained
Comprehensive
Stockholders’
Nine Months Ended October 2, 2021
Shares
Stock
Capital
Earnings
Income (Loss)
Equity
Balance as of January 2, 2021
43,925
$
4
$
204,359
$
993,664
$
1,814
$
1,199,841
Net income
—
—
—
2,120,497
—
2,120,497
Other comprehensive loss
—
—
—
—
( 2,425 )
( 2,425 )
Stock issuances, net of shares withheld for taxes
484
—
( 12,774 )
—
—
( 12,774 )
Repurchases of common stock
( 4,390 )
—
( 229,187 )
( 465,971 )
—
( 695,158 )
Stock-based compensation
—
—
38,350
—
—
38,350
Convertible debt activity
528
—
( 748 )
—
—
( 748 )
Balance as of October 2, 2021
40,547
$
4
$
—
$
2,648,190
$
( 611 )
$
2,647,583
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
6
Table of Contents
Silicon Laboratories Inc.
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Nine Months Ended
October 1,
October 2,
2022
2021
Operating Activities
Net income
$
66,041
$
2,120,497
Adjustments to reconcile net income to net cash provided by operating activities of continuing operations:
Income from discontinued operations, net of income taxes
—
( 2,183,884 )
Depreciation of property and equipment
16,514
12,925
Amortization of other intangible assets
27,328
33,971
Amortization of debt discount and debt issuance costs
1,492
17,278
Loss on extinguishment of convertible debt
3
3,370
Stock-based compensation expense
43,213
36,916
Equity-method earnings
( 2,985 )
( 5,938 )
Deferred income taxes
( 13,126 )
( 3,132 )
Changes in operating assets and liabilities:
Accounts receivable
21,641
22,573
Inventories
( 39,100 )
( 11,320 )
Prepaid expenses and other assets
( 28,404 )
33,536
Accounts payable
26,694
( 4,522 )
Other current liabilities and income taxes
17,962
( 10,981 )
Deferred revenue and returns liability
( 2,144 )
( 1,657 )
Other non-current liabilities
( 7,713 )
( 11,388 )
Net cash provided by operating activities of continuing operations
127,416
48,244
Investing Activities
Purchases of marketable securities
( 579,507 )
( 1,212,572 )
Sales of marketable securities
42,952
194,492
Maturities of marketable securities
597,399
173,924
Purchases of property and equipment
( 20,057 )
( 19,468 )
Purchases of other assets
—
( 578 )
Net cash provided by (used in) investing activities of continuing operations
40,787
( 864,202 )
Financing Activities
Payments on debt
( 21 )
( 140,572 )
Repurchases of common stock
( 681,695 )
( 688,373 )
Payment of taxes withheld for vested stock awards
( 14,732 )
( 21,393 )
Proceeds from the issuance of common stock
6,366
8,619
Net cash used in financing activities of continuing operations
( 690,082 )
( 841,719 )
Discontinued Operations
Operating activities
( 69,467 )
69,685
Investing activities
—
2,747,684
Net cash provided by (used in) discontinued operations
( 69,467 )
2,817,369
Increase (decrease) in cash and cash equivalents
( 591,346 )
1,159,692
Cash and cash equivalents at beginning of period
1,074,623
202,720
Cash and cash equivalents at end of period
$
483,277
$
1,362,412
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
7
Table of Contents
Silicon Laboratories Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1.
Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. The information included herein contains all normal recurring accruals and adjustments which, in the opinion of management, are necessary to present fairly Silicon Laboratories Inc.’s (the “Company”) financial position, results of its operations, comprehensive income, stockholders’ equity and cash flows. The Condensed Consolidated Balance Sheet as of January 1, 2022 was derived from the Company’s audited Consolidated Financial Statements. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated results of operations for the three and nine months ended October 1, 2022 are not necessarily indicative of the results to be expected for the full year.
These Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto for the year ended January 1, 2022, included in the Company’s Form 10-K filed with the Securities and Exchange Commission (SEC) on February 2, 2022.
The Company prepares financial statements on a 52 - or 53 -week fiscal year that ends on the Saturday closest to December 31. Fiscal 2022 will have 52 weeks and fiscal 2021 had 52 weeks. In a 52 -week year, each fiscal quarter consists of 13 weeks.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Among the significant estimates affecting the financial statements are those related to inventories, goodwill, acquired intangible assets, other long-lived assets, revenue recognition, stock-based compensation and income taxes. Actual results could differ from those estimates, and such differences could be material to the financial statements. The Company periodically reviews the assumptions used in its financial statement estimates.
Revenue Recognition
Revenue is recognized when control of the promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. Substantially all of the Company’s contracts with customers contain a single performance obligation, the sale of mixed-signal integrated circuit (IC) products. This performance obligation is satisfied when control of the product is transferred to the customer, which typically occurs upon delivery. Unsatisfied performance obligations primarily represent contracts for products with future delivery dates. The Company has opted to not disclose the amount of unsatisfied performance obligations as these contracts have original expected durations of less than one year.
The transaction price reflects the Company’s expectations about the consideration it will be entitled to receive from the customer and may include fixed or variable amounts. Variable consideration primarily includes sales made to distributors under agreements allowing certain rights of return, referred to as stock rotation, and credits issued to the distributor due to price protection. The Company estimates variable consideration at the most likely amount to which it expects to be entitled. The estimate is based on information available to the Company, including recent sales activity and pricing data. The Company applies a constraint to its variable consideration estimate which considers both the likelihood of a return and the amount of a potential price concession. Variable consideration that does not meet revenue recognition criteria is deferred. The Company records a right of return asset in prepaid expenses and other current assets for the costs of distributor inventory not meeting revenue recognition criteria. A corresponding deferred revenue and returns liability amount is recorded for unrecognized revenue associated with such costs. The Company’s products carry a one-year replacement warranty. Payments are typically due within 30 days of invoicing and do not include a significant financing component.
8
Table of Contents
Silicon Laboratories Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
1.
Significant Accounting Policies (Continued)
Adoption of New Accounting Standard
Convertible Instruments
The Company adopted Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40 , on January 2, 2022, the first day of its fiscal year ending December 31, 2022. The Company elected the modified retrospective transition method of adoption at the beginning of the period of adoption through a cumulative-effect adjustment. Prior periods have not been adjusted. The following reflects the material changes recorded in connection with the cumulative-effect adjustment (in thousands):
Increase
Financial Statement Line Item
(Decrease)
Current portion of convertible debt, net
$
76,991
Other non-current liabilities
$
( 17,028 )
Retained earnings
$
( 59,963 )
The primary impact of the Company’s adoption of ASU 2020-06 was to increase the carrying value of its convertible debt, representing the unamortized debt discount, and reduce deferred tax liabilities related to convertible debt. The adoption reduced reported interest expense recorded in connection with convertible debt, which increased basic earnings per share and diluted earnings per share by $ 0.12 and $ 0.12 , respectively, for the three months ended October 1, 2022, and by $ 0.34 and $ 0.33 , respectively, for the nine months ended October 1, 2022.
2. Discontinued Operations
On July 26, 2021, the Company sold its infrastructure and automotive business to Skyworks Solutions, Inc. for $ 2.75 billion in cash. The financial results of the infrastructure and automotive business, which are readily distinguishable from other components of the Company, have been presented as discontinued operations in the Condensed Consolidated Financial Statements because the sale represented a strategic shift for the Company.
The following table presents the financial results of the infrastructure and automotive business (the “discontinued operations”) in the Company’s Condensed Consolidated Statements of Income (in thousands, except per share data):
Three Months Ended
Nine Months Ended
October 2,
October 2,
2021
2021
Revenues
$
28,203
$
233,915
Costs of revenues
11,891
95,800
Operating expenses
( 496 )
46,512
Operating income from discontinued operations
16,808
91,603
Gain on sale of discontinued operations
2,423,161
2,423,161
Income from discontinued operations before income taxes
2,439,969
2,514,764
Provision for income taxes
333,173
330,880
Income from discontinued operations
$
2,106,796
$
2,183,884
Income from discontinued operations per share:
Basic
$
48.56
$
49.52
Diluted
$
47.20
$
48.11
9
Table of Contents
Silicon Laboratories Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
2. Discontinued Operations (Continued)
Continuing Involvement
In connection with the closing of the sale, the Company entered into certain ancillary agreements with Skyworks, including a Transition Services Agreement (“TSA”). Through the TSA, the Company has subleased certain premises to Skyworks and will provide or provides various temporary support services for three to eighteen months after the close of the transaction, depending on the service provided. Although the services provided under the TSA will generate continuing cash flows between the Company and Skyworks for the duration of the TSA, the amounts have not been nor are expected to be material to the ongoing operations of either entity. Fees received by the Company under the TSA were approximately $ 4.8 million for the nine months ended October 1, 2022.
3.
Earnings (Loss) Per Share
The following table sets forth the computation of basic and diluted earnings (loss) per share from continuing operations (in thousands, except per share data):
Three Months Ended
Nine Months Ended
October 1,
October 2,
October 1,
October 2,
2022
2021
2022
2021
Income (loss) from continuing operations
$
20,999
$
( 19,740 )
$
66,041
$
( 63,387 )
Shares used in computing basic earnings (loss) per share
34,079
43,385
35,935
44,103
Effect of dilutive securities:
Stock-based awards and convertible debt
700
—
1,033
—
Shares used in computing diluted earnings (loss) per share
34,779
43,385
36,968
44,103
Earnings (loss) per share:
Basic
$
0.62
$
( 0.45 )
$
1.84
$
( 1.44 )
Diluted
$
0.60
$
( 0.45 )
$
1.79
$
( 1.44 )
Diluted shares for the three and nine months ended October 2, 2021 excluded 1.2 million and 1.3 million shares, respectively, due to the Company’s loss from continuing operations for the periods.
The Company has irrevocably elected to settle the principal amount of its convertible senior notes in cash and intends to settle any excess value in shares in the event of a conversion. For the three months ended October 1, 2022 and October 2, 2021 and the nine months ended October 1, 2022 and October 2, 2021, approximately 0.4 million, 0.7 million, 0.7 million and 0.8 million shares, respectively, were included in the denominator for the calculation of diluted earnings per share. See Note 7, Debt , to the Condensed Consolidated Financial Statements for additional information.
4.
Fair Value of Financial Instruments
The fair values of the Company’s financial instruments are recorded using a hierarchical disclosure framework based upon the level of subjectivity of the inputs used in measuring assets and liabilities. The three levels are described below:
Level 1 – Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level 2 – Inputs other than Level 1 that are directly or indirectly observable, such as quoted prices for similar assets or liabilities and quoted prices in less active markets.
Level 3 – Inputs are unobservable for the asset or liability and are developed based on the best information available in the circumstances, which might include the Company’s own data.
10
Table of Contents
Silicon Laboratories Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
4.
Fair Value of Financial Instruments (Continued)
The following summarizes the valuation of the Company’s financial instruments (in thousands). The tables do not include either cash on hand or assets and liabilities that are measured at historical cost or any basis other than fair value.
Fair Value Measurements
at October 1, 2022 Using
Quoted Prices in
Significant Other
Active Markets for
Observable
Identical Assets
Inputs
Description
(Level 1)
(Level 2)
Total
Assets:
Cash equivalents:
Money market funds
$
301,640
$
—
$
301,640
Government debt securities
12,988
—
12,988
Corporate debt securities
—
27,230
27,230
Total cash equivalents
$
314,628
$
27,230
$
341,858
Short-term investments:
Government debt securities
$
207,560
$
99,051
$
306,611
Corporate debt securities
—
586,520
586,520
Total short-term investments
$
207,560
$
685,571
$
893,131
Total
$
522,188
$
712,801
$
1,234,989
Fair Value Measurements
at January 1, 2022 Using
Quoted Prices in
Significant Other
Significant
Active Markets for
Observable
Unobservable
Identical Assets
Inputs
Inputs
Description
(Level 1)
(Level 2)
(Level 3)
Total
Assets:
Cash equivalents:
Money market funds
$
845,740
$
—
$
—
$
845,740
Corporate debt securities
—
3,552
—
3,552
Government debt securities
—
2,950
—
2,950
Total cash equivalents
$
845,740
$
6,502
$
—
$
852,242
Short-term investments:
Government debt securities
$
71,509
$
119,612
$
—
$
191,121
Corporate debt securities
—
773,461
—
773,461
Total short-term investments
$
71,509
$
893,073
$
—
$
964,582
Other assets, net:
Auction rate securities
$
—
$
—
$
4,980
$
4,980
Total
$
—
$
—
$
4,980
$
4,980
Total
$
917,249
$
899,575
$
4,980
$
1,821,804
11
Table of Contents
Silicon Laboratories Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
4.
Fair Value of Financial Instruments (Continued)
Valuation methodology
The Company’s cash equivalents and short-term investments that are classified as Level 2 are valued using non-binding market consensus prices that are corroborated with observable market data; quoted market prices for similar instruments in active markets; quoted prices in less active markets; or pricing models, such as a discounted cash flow model, with all significant inputs derived from or corroborated with observable market data. Investments classified as Level 3 are valued using a discounted cash flow model. The assumptions used in preparing the discounted cash flow model include estimates for interest rates, amount of cash flows, expected holding periods of the securities and a discount to reflect the Company’s inability to liquidate the securities. The Company’s foreign currency derivative instruments are valued using discounted cash flow models. The assumptions used in preparing the valuation models include foreign exchange rates, forward and spot prices for currencies and market observable data of similar instruments.
Contractual maturities of investments
The Company’s investments are reported at fair value, with unrealized gains and losses, net of tax, recorded as a component of accumulated other comprehensive loss in the Consolidated Balance Sheet. The following summarizes the contractual underlying maturities of the Company’s available-for-sale investments at October 1, 2022 (in thousands):
Fair
Cost
Value
Due in one year or less
$
611,264
$
601,513
Due after one year through ten years
315,952
307,056
Due after ten years
24,780
24,780
$
951,996
$
933,349
Available-for-sale investments
The available-for-sale investments that were in a continuous unrealized loss position, aggregated by length of time that individual securities have been in a continuous loss position, were as follows (in thousands):
Less Than 12 Months
12 Months or Greater
Total
Gross
Gross
Gross
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
As of October 1, 2022
Value
Losses
Value
Losses
Value
Losses
Government debt securities
$
225,388
$
( 3,880 )
$
55,508
$
( 2,599 )
$
280,896
$
( 6,479 )
Corporate debt securities
470,762
( 9,524 )
104,386
( 2,647 )
575,148
( 12,171 )
$
696,150
$
( 13,404 )
$
159,894
$
( 5,246 )
$
856,044
$
( 18,650 )
Less Than 12 Months
12 Months or Greater
Total
Gross
Gross
Gross
Fair
Unrealized
Fair
Unrealized
Fair
Unrealized
As of January 1, 2022
Value
Losses
Value
Losses
Value
Losses
Government debt securities
$
126,957
$
( 750 )
$
—
$
—
$
126,957
$
( 750 )
Corporate debt securities
418,917
( 1,451 )
326
( 1 )
419,243
( 1,452 )
Auction rate securities
—
—
4,980
( 1,020 )
4,980
( 1,020 )
$
545,874
$
( 2,201 )
$
5,306
$
( 1,021 )
$
551,180
$
( 3,222 )
The gross unrealized losses as of October 1, 2022 were due primarily to changes in market interest rates. The gross unrealized losses as of January 1, 2022 were due primarily to changes in market interest rates and the illiquidity of the Company’s auction-rate securities.
12
Table of Contents
Silicon Laboratories Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
4.
Fair Value of Financial Instruments (Continued)
The Company records an allowance for credit loss when a decline in investment market value is due to credit-related factors. When evaluating an investment for impairment, the Company reviews factors such as the severity of the impairment, changes in underlying credit ratings, forecasted recovery, the Company’s intent to sell or the likelihood that it would be required to sell the investment before its anticipated recovery in market value and the probability that the scheduled cash payments will continue to be made. As of October 1, 2022, there were no material declines in the market value of available-for-sale investments due to credit-related factors.
At October 1, 2022 and January 1, 2022, there were no material unrealized gains associated with the Company’s available-for-sale investments.
Level 3 fair value measurements
The following summarizes the activity in Level 3 financial instruments for the nine months ended October 1, 2022 (in thousands):
Assets
Nine Months
Auction Rate Securities
Ended
Beginning balance
$
4,980
Sales (1)
( 6,000 )
Loss recognized in earnings
300
Gain included in other comprehensive loss
720
Balance at October 1, 2022
$
—
(1) On May 31, 2022, the Company sold its prior remaining holding of auction-rate securities for $ 5.7 million.
Fair values of other financial instruments
The Company’s debt is recorded at cost, but is measured at fair value for disclosure purposes. The fair value of the Company’s convertible senior notes is determined using observable market prices. The notes are traded in less active markets and are therefore classified as a Level 2 fair value measurement. As of October 1, 2022 and January 1, 2022, the fair value of the notes was $ 636.2 million and $ 944.3 million, respectively.
The Company’s other financial instruments, including cash, accounts receivable and accounts payable, are recorded at amounts that approximate their fair values due to their short maturities.
5.
Derivative Financial Instruments
The Company uses derivative financial instruments to manage certain exposures to the variability of foreign currency exchange rates. The Company’s objective is to offset increases and decreases in expenses resulting from these exposures with gains and losses on the derivative contracts, thereby reducing volatility of earnings. The Company does not use derivative contracts for speculative or trading purposes. The Company recognizes derivatives, on a gross basis, in the Consolidated Balance Sheet at fair value. Cash flows from derivatives are classified according to the nature of the cash receipt or payment in the Consolidated Statement of Cash Flows.
13
Table of Contents
Silicon Laboratories Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
5.
Derivative Financial Instruments (Continued)
Cash Flow Hedges
Foreign Currency Forward Contracts
The Company uses foreign currency forward contracts to reduce the earnings impact that exchange rate fluctuations have on operating expenses denominated in currencies other than the U.S. dollar. Changes in the fair value of the contracts are recorded in accumulated other comprehensive loss in the Consolidated Balance Sheet and subsequently reclassified into earnings in the period during which the hedged transaction is recognized. The reclassified amount is reported in the same financial statement line item as the hedged item. If the foreign currency forward contracts are terminated or can no longer qualify as hedging instruments prior to maturity, the fair value of the contracts recorded in accumulated other comprehensive loss may be recognized in the Consolidated Statement of Income based on an assessment of the contracts at the time of termination.
The Company has entered into foreign currency forward contracts for a portion of its forecasted operating expenses denominated in the Euro, Hungarian Forint, Indian Rupee and Norwegian Krone. As of October 1, 2022, the contracts had maturities of one to three months and an aggregate notional value of $ 16.3 million. Gains and losses expected to be reclassified into earnings in the next twelve months were not material. The fair value of the contracts, contract gains or losses recognized in other comprehensive loss and amounts reclassified from accumulated other comprehensive loss into earnings were not material for any of the periods presented.
6.
Supplemental Information
The following shows the details of selected Condensed Consolidated Balance Sheet items (in thousands):
Inventories
October 1,
January 1,
2022
2022
Work in progress
$
65,161
$
36,078
Finished goods
23,286
13,229
$
88,447
$
49,307
Lease income
The Company leases a portion of its headquarter facilities to other tenants. Lease income from operating leases was $ 5.4 million and $ 3.1 million during the nine months ended October 1, 2022 and October 2, 2021, respectively.
14
Table of Contents
Silicon Laboratories Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
7.
Debt
0.625 % Convertible Senior Notes
On June 1, 2020, the Company completed a private placement of $ 535 million principal amount convertible senior notes (the “2025 Notes”). The 2025 Notes bear interest semi-annually at a rate of 0.625 % per year and mature on June 15, 2025.
The 2025 Notes are convertible at a conversion rate of 8.1980 shares of common stock per $1,000 principal amount of the 2025 Notes, or approximately 4.4 million shares of common stock, which is equivalent to a conversion price of approximately $ 121.98 per share. The conversion rate is subject to adjustment under certain circumstances. Holders may convert the 2025 Notes under the following circumstances: during any calendar quarter after the calendar quarter ended on September 30, 2020 if the closing price of the Company’s common stock for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is greater than or equal to $ 159.51 per share, representing 130 % of the conversion price of the 2025 Notes (“the Sales Price Trigger”); during the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the closing sale price of our common stock and the conversion rate on each such trading day; if specified distributions or corporate events occur; if the Notes are called for redemption; or at any time after March 15, 2025. The Company may redeem all or any portion of the 2025 Notes, at its option, on or after June 20, 2023, if the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period. As of January 1, 2022, upon conversion, the 2025 Notes could be settled in cash, shares of the Company’s common stock or a combination of cash and shares, at the Company’s election. On January 2, 2022, the Company irrevocably elected cash settlement for the principal amount of the 2025 Notes. The Company intends to settle any excess value in shares in the event of a conversion.
The 2025 Notes were classified as current liabilities at January 1, 2022 due to the Sales Price Trigger condition being met on January 1, 2022. The Sales Price Trigger condition has not been met during the nine months ended October 1, 2022, therefore the net carrying amount of the 2025 Notes is now classified as a non-current liability.
The principal balance of the 2025 Notes was initially separated into liability and equity components, and recorded at fair value. The excess of the principal amount of the liability component over its carrying amount represented the debt discount, which was amortized to interest expense over the term of the 2025 Notes using the effective interest method. With the Company’s adoption of ASU 2020-06 in fiscal 2022, the principal balance of the 2025 Notes is no longer separated between liability and equity components. This resulted in an increase to the carrying value of its convertible debt, representing the unamortized debt discount as of January 2, 2022, with an offsetting reduction in stockholders’ equity.
The Company incurred debt issuance costs of approximately $ 10.4 million, which were allocated to the liability and equity components in proportion to the allocation of the proceeds. Upon the adoption of ASU 2020-06, the equity component was reclassified to liabilities and remeasured to reflect cumulative amortization since the issuance of the 2025 Notes.
15
Table of Contents
Silicon Laboratories Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
7.
Debt (Continued)
The carrying amount of the 2025 Notes consisted of the following (in thousands):
October 1,
January 1,
2022
2022
Liability component
Principal
$
534,980
$
535,000
Unamortized debt discount
—
( 78,519 )
Unamortized debt issuance costs
( 5,918 )
( 5,882 )
Net carrying amount
$
529,062
$
450,599
Equity component
Net carrying amount
$
—
$
107,928
The liability component of the 2025 Notes is recorded in convertible debt on the Consolidated Balance Sheet. Prior to the Company’s adoption of ASU 2020-06, the equity component of the 2025 Notes was recorded in stockholders’ equity. The effective interest rate for the liability component was 5.336 %. As of October 1, 2022, the remaining period over which the debt issuance costs will be amortized was 2.7 years.
Interest expense related to the notes was comprised of the following (in thousands):
Three Months Ended
Nine Months Ended
October 1,
October 2,
October 1,
October 2,
2022
2021
2022
2021
Contractual interest expense
$
826
$
836
$
2,511
$
2,835
Amortization of debt discount
—
5,076
—
16,005
Amortization of debt issuance costs
498
380
1,492
1,273
$
1,324
$
6,292
$
4,003
$
20,113
Credit Facility
The Company and certain of its domestic subsidiaries (the “Guarantors”) have a $ 400 million revolving credit facility with a maturity date of August 7, 2024. The credit facility includes a $ 25 million letter of credit sublimit and a $ 10 million swingline loan sublimit. The Company also has an option to increase the size of the borrowing capacity by up to the greater of an aggregate of $ 250 million and 100 % of EBITDA of the last four fiscal quarters, plus an amount that would not cause a secured leverage ratio (funded debt secured by assets/EBITDA) to exceed 3.25 to 1.00, subject to certain conditions.
The credit facility, other than swingline loans, will bear interest at the Eurodollar rate plus an applicable margin or, at the option of the Company, a base rate (defined as the highest of the Wells Fargo prime rate, the Federal Funds rate plus 0.50 % and the Eurodollar Base Rate plus 1.00 %) plus an applicable margin. Swingline loans accrue interest at the base rate plus the applicable margin for base rate loans. The applicable margins for the Eurodollar rate loans range from 1.00 % to 1.75 % and for base rate loans range from 0.00 % to 0.75 %, depending in each case, on the leverage ratio as defined in the credit facility.
The credit facility contains various conditions, covenants and representations with which the Company must be in compliance in order to borrow funds and to avoid an event of default, including financial covenants that the Company must maintain a net leverage ratio (funded indebtedness/EBITDA) of no more than 4.25 to 1, a secured leverage ratio of no more than 3.50 to 1, and a minimum interest coverage ratio (EBITDA/interest payments) of no less than 2.50 to 1. As of October 1, 2022, the Company was in compliance with all covenants of the credit facility. The Company’s obligations under the credit facility are guaranteed by the Guarantors and are secured by a security interest in substantially all assets of the Company and the Guarantors. As of October 1, 2022, no amounts were outstanding on the credit facility.
16
Table of Contents
Silicon Laboratories Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
8.
Commitments and Contingencies
Litigation
On August 11, 2022, August 26, 2022 and October 11, 2022, Bell Semiconductor, LLC (“Bell”) filed three separate patent infringement actions against the Company in the U.S. District Court for the District of Massachusetts. Bell alleges in these actions that four U.S. patents are infringed by the use of certain computer-aided-design (CAD) tools to design integrated circuits. The patents in these suits are U.S. Patent Nos. 7,007,259, 7,149,989, 7,260,803 and 7,396,760. In each of these actions, Bell seeks unspecified damages, attorney fees and a permanent injunction. On October 14, 2022, Bell filed a complaint with the U.S. International Trade Commission (“ITC”) alleging violations of Section 337 of the Tariff Act of 1930 based on alleged importation of articles and components that infringe U.S. Patent No. 7,396,760. The ITC complaint seeks institution of an investigation and an exclusion order to prevent the importation and sale of allegedly infringing products in the U.S. The Company intends to vigorously defend against these allegations. Bell has brought similar claims against Skyworks Solutions, Inc. (“Skyworks”), and Skyworks has requested indemnification from the Company under the Asset Purchase Agreement dated April 22, 2021. The Company is unable to predict the outcome of these matters due to the many uncertainties associated with such actions, nor is it able to reasonably estimate the amount or range of possible losses, if any. As of October 1, 2022, no loss contingencies have been accrued for these matters in the Company’s Condensed Consolidated Financial Statements.
Other
The Company is involved in various other legal proceedings that have arisen in the normal course of business. While the ultimate results cannot be predicted with certainty, the Company does not expect them to have a material adverse effect on its Consolidated Financial Statements.
9.
Revenues
The Company groups its products as Industrial & Commercial or Home & Life based on the target markets they address. The following represents revenue by product category (in thousands):
Three Months Ended
Nine Months Ended
October 1,
October 2,
October 1,
October 2,
2022
2021
2022
2021
Industrial & Commercial
$
145,661
$
93,339
$
416,475
$
261,475
Home & Life
124,156
91,492
350,306
250,705
$
269,817
$
184,831
$
766,781
$
512,180
A portion of the Company’s sales are made to distributors under agreements allowing certain rights of return and/or price protection related to the final selling price to the end customers. These factors impact the timing and uncertainty of revenues and cash flows. During the three months ended October 1, 2022 and October 2, 2021 and the nine months ended October 1, 2022 and October 2, 2021, the Company recognized revenue of $ 4.5 million, $ 10.0 million, $ 30.7 million and $ 10.9 million, respectively, from performance obligations that were satisfied in previous reporting periods. The following disaggregates the Company's revenue by sales channel (in thousands):
Three Months Ended
Nine Months Ended
October 1,
October 2,
October 1,
October 2,
2022
2021
2022
2021
Distributors
$
217,355
$
148,773
$
621,563
$
414,692
Direct customers
52,462
36,058
145,218
97,488
$
269,817
$
184,831
$
766,781
$
512,180
17
Table of Contents
Silicon Laboratories Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
10.
Stock-Based Compensation
Stock-based compensation costs are based on the fair values on the date of grant for stock awards and stock options and on the date of enrollment for the employee stock purchase plans. The fair values of stock awards (such as restricted stock units (RSUs), performance stock units (PSUs) and restricted stock awards (RSAs)) are estimated based on their intrinsic values. The fair values of market stock awards (MSUs) are estimated using a Monte Carlo simulation. The fair values of stock options and employee stock purchase plans are estimated using the Black-Scholes option-pricing model.
The following table presents details of stock-based compensation costs recognized in the Condensed Consolidated Statements of Income (in thousands):
Three Months Ended
Nine Months Ended
October 1,
October 2,
October 1,
October 2,
2022
2021
2022
2021
Cost of revenues
$
288
$
261
$
834
$
696
Research and development
8,788
7,071
23,482
18,190
Selling, general and administrative
6,874
6,964
18,897
18,030
15,950
14,296
43,213
36,916
Income tax (provision) benefit
1,230
( 627 )
4,444
632
Share-based compensation – continuing operations
14,720
14,923
38,769
36,284
Share-based compensation – discontinued operations, net
—
( 4,115 )
—
( 1,006 )
Total
$
14,720
$
10,808
$
38,769
$
35,278
The Company had approximately $ 123.4 million of total unrecognized compensation cost related to equity grants as of October 1, 2022 that is expected to be recognized over a weighted-average period of approximately 2.3 years. There were no significant stock-based compensation costs capitalized into assets in any of the periods presented.
11.
Income Taxes
Provision for income taxes includes both domestic and foreign income taxes at the applicable tax rates adjusted for non-deductible expenses, research and development tax credits and other permanent differences. Income tax expense was $ 14.2 million and $ 9.4 million for the three months ended October 1, 2022 and October 2, 2021, resulting in effective tax rates of 40.3 % and ( 90.7 )%, respectively. Income tax expense was $ 36.9 million and $ 12.5 million for the nine months ended October 1, 2022 and October 2, 2021, resulting in effective tax rates of 35.8 % and ( 24.7 )%, respectively. The increase in the effective tax rate for the three and nine months ended October 1, 2022 was primarily due to the recognition of certain tax benefits for the three and nine months ended October 2, 2021 in discontinued operations under FASB ASU 2019-12, Simplifying the Accounting for Income Taxes, and the required adoption of new U.S. tax rules regarding the capitalization of research and experimental costs in the current fiscal year.
Under ASU 2019-12, the income tax benefit of a loss from continuing operations should be recognized in discontinued operations if the Company would be unable to benefit from the loss without considering the income from discontinued operations. As such, tax benefits associated with losses incurred for the three and nine months ended October 2, 2021 were recognized in discontinued operations.
The Tax Cuts and Jobs Act (the “Act”) was enacted on December 22, 2017. Under the Act, research and experimental expenditures incurred for tax years beginning after December 31, 2021 must be capitalized and amortized ratably over five or fifteen years for tax purposes, depending on where the research activities are conducted. The Company has elected to treat global intangible low-taxed income (GILTI) as a period cost so the capitalization of research and experimental costs in GILTI increases the Company’s provision for income taxes.
18
Table of Contents
Silicon Laboratories Inc.
Notes to Condensed Consolidated Financial Statements (Continued)
(Unaudited)
11.
Income Taxes (Continued)
Uncertain Tax Positions
As of October 1, 2022, the Company had gross unrecognized tax benefits, inclusive of interest, of $ 4.6 million, all of which would affect the effective tax rate if recognized. During the nine months ended October 1, 2022, the Company did not release any unrecognized tax benefits.
The Company recognizes interest and penalties related to unrecognized tax benefits in the provision for income taxes. These amounts were not material for any of the periods presented.
Following the completion of the Norwegian Tax Administration (“NTA”) examination of the Company’s Norwegian subsidiary for income tax matters relating to fiscal years 2013 - 2016, the Company received an assessment from the NTA in December 2017 concerning an adjustment to its 2013 taxable income related to the pricing of an intercompany transaction. The Company is currently appealing the assessment. The adjustment to the pricing of the intercompany transaction results in approximately 141.3 million Norwegian kroner, or $ 13.1 million, additional Norwegian income tax. The Company disagrees with the NTA’s assessment and believes the Company’s position on this matter is more likely than not to be sustained. The Company plans to exhaust all available administrative remedies, and if unable to resolve this matter through administrative remedies with the NTA, the Company plans to pursue judicial remedies.
The Company believes that it has accrued adequate reserves related to all matters contained in tax periods open to examination. Should the Company experience an unfavorable outcome in the NTA matter, however, such an outcome could have a material impact on its financial statements.
Tax years 2015 through 2022 remain open to examination by the major taxing jurisdictions in which the Company operates. The Company is not currently under audit in any major taxing jurisdiction.
The Company believes it is reasonably possible that its gross unrecognized tax benefits will decrease by approximately $ 0.5 million, inclusive of interest, in the next 12 months due to the lapse of the statute of limitations.
19
Table of Contents
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.