8-K
0001451809SITIME Corpfalse00014518092023-02-012023-02-01

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): February 01, 2023

 

 

SiTime Corporation

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-39135

02-0713868

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

5451 Patrick Henry Drive

 

Santa Clara, California

 

95054

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (408) 328-4400

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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:

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 per share

 

SITM

 

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 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 Exchange Act.

 

 


Item 2.02 Results of Operations and Financial Condition.

On February 1, 2023, the Company issued a press release announcing its financial results for the fourth quarter and fiscal year ended December 31, 2022. A copy of the press release is furnished as Exhibit 99.1 to this report.

 

The information under Item 2.02 of this report, including Exhibit 99.1 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 liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information and the accompanying exhibit shall not be incorporated by reference into filings with the U.S. Securities and Exchange Commission (the "SEC") made by the Company, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

d)

Exhibits.

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release of SiTime Corporation dated February 1, 2023.

 

 

 

104

 

 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 


SIGNATURES

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 thereunto duly authorized.

 

 

 

SITIME CORPORATION

 

 

 

 

Date:

February 1, 2023

By:

/s/ Arthur D. Chadwick

 

 

 

Arthur D. Chadwick
Executive Vice President and Chief Financial Officer

 


EX-99.1

Exhibit 99.1

 

SiTime Reports Fourth Quarter 2022 Financial Results

 

SANTA CLARA, Calif., February 1, 2023 – SiTime Corporation, (Nasdaq: SITM), the precision timing company, today announced financial results for the fourth quarter and fiscal year ended December 31, 2022.

 

Net revenue in the fourth quarter of 2022 was $60.8 million, a 19.7% decrease from the $75.7 million in the fourth quarter of 2021.

 

Net revenue for the year ended December 31, 2022 was $283.6 million, a 29.6% increase from the $218.8 million in the year ended December 31, 2021.

Generally Accepted Accounting Principles (GAAP) Results

In the fourth quarter of 2022, GAAP gross margins were $37.8 million, or 62.1% of revenue, GAAP operating expenses were $43.5 million, or 71.5% of revenue, GAAP loss from operations was $5.7 million, or 9.4% of revenue and GAAP net loss was $1.5 million, or $0.07 per diluted share.

For the year ended 2022, gross margins were $183.0 million, or 64.5% of revenue, operating expenses were $166.8 million or 58.8% of revenue, GAAP income from operations was $16.1 million, or 5.7% of revenue and net income was $23.3 million, or $1.03 per diluted share.

Total cash and cash equivalents were $34.6 million and short-term investments were $529.5 million on December 31, 2022.

 

Non-GAAP Results

This press release and its attachments include certain non-GAAP supplemental performance measures. The presentation of this financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP.

In the fourth quarter of 2022, non-GAAP gross margins were $38.4 million, or 63.1% of revenue, non-GAAP operating expenses were $28.2 million, or 46.3% of revenue, non-GAAP income from operations was $10.2 million, or 16.8% of revenue and non-GAAP net income was $14.4 million, or $0.64 per diluted share.

For the fiscal year 2022, non-GAAP gross margins were $184.9 million, or 65.2% of revenue, non-GAAP operating expenses were $109.1 million, or 38.5% of revenue, non-GAAP income from operations was $75.8 million, or 26.7% of revenue and non-GAAP net income was $82.9 million, or $3.66 per diluted share.

The reconciliation between GAAP and non-GAAP financial results is provided in the financial statements portion of this release.

SiTime believes that the presentation of non-GAAP financial measures provides important supplemental information to management and investors regarding financial and business trends relating to SiTime’s financial condition and results of operations. SiTime believes that these non-GAAP financial measures provide additional insight into SiTime’s ongoing performance and core operational activities and has chosen to provide these measures for more consistent and meaningful comparison between periods. These measures should only be used to evaluate SiTime’s results of operations in conjunction with the corresponding GAAP measures. The non-GAAP results exclude the effect of stock-based compensation and related payroll taxes.

 

Inducement Plan Grants

 

SiTime granted restricted stock unit awards (“RSUs”) on January 31, 2023 that were approved by the Compensation Committee of its Board of Directors under SiTime’s 2022 Inducement Award Plan, as a material inducement to employment to 9 newly hired non-executive individuals globally. The RSUs were approved in accordance with Nasdaq Listing Rule 5635(c)(4). The inducement grants consisted of an aggregate of 24,555 RSUs. For 10,741 of the RSUs one-fourth of the RSUs will vest on the first February 20, May 20, August 20, or November 20 falling in the one-year anniversary quarter of the applicable vesting start date, and then 1/16th of the RSUs vest in equal quarterly

 


 

installments on each February 20, May 20, August 20, and November 20, thereafter, subject to each such employee’s continued service on each vesting date. For 13,814 of the RSUs 1/3rd of the RSUs will vest February 20, 2024 and then 1/12th of the RSUs will vest in equal quarterly installments on each May 20, August 20, November 20, and February 20 thereafter, subject to each such employee’s continued service on each vesting date. The inducement grants are subject to the terms and conditions of award agreements covering the grants and SiTime’s 2022 Inducement Award Plan.

 

Conference Call

SiTime will broadcast its fourth quarter and fiscal year 2022 financial results conference call today, February 1, 2023, at 2:00 p.m. Pacific Time (5:00 p.m. Eastern Time). To join the conference call via phone, participants are required to complete the following registration form to receive a dial-in number and dedicated PIN for accessing the conference call. The conference call will also be available via a live audio webcast on the investor relations section of the SiTime website at investor.sitime.com. Please access the website at least a few minutes prior to the start of the call to download and install any necessary audio software. An archived webcast replay of the call will be available on the website.

About SiTime

SiTime Corporation is a leading provider of precision timing solutions to the global electronics industry. Our precision timing solutions are the heartbeat of our customers’ electronic systems. They solve complex timing problems and enable industry-leading electronics products. We provide precision timing solutions that deliver extremely accurate, high performance timing that can withstand severe environmental conditions such as shock, vibration, rapid changes in temperature and other conditions. Our solutions have been designed into over 300 applications across our target markets, including communications and enterprise, automotive, industrial, aerospace, and mobile, IoT and consumer. For more information, visit https://www.sitime.com/.

 

 

SiTime Corporation

 

Unaudited GAAP Condensed Consolidated Statements of Income (Loss)

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Year Ended

 

 

 

December 31, 2022

 

 

December 31, 2022

 

 

 

(in thousands, except per share data)

 

Revenue

 

$

60,840

 

 

$

283,605

 

Cost of revenue

 

 

23,080

 

 

 

100,643

 

Gross profit

 

 

37,760

 

 

 

182,962

 

Operating expenses:

 

 

 

 

 

 

Research and development

 

 

23,798

 

 

 

90,288

 

Selling, general and administrative

 

 

19,693

 

 

 

76,532

 

Total operating expenses

 

 

43,491

 

 

 

166,820

 

Income (loss) from operations

 

 

(5,731

)

 

 

16,142

 

Interest income

 

 

3,996

 

 

 

7,291

 

Other income (expense)

 

 

167

 

 

 

(97

)

Income (loss) before income taxes

 

 

(1,568

)

 

 

23,336

 

Income tax benefit (expense)

 

 

41

 

 

 

(82

)

Net income (loss)

 

$

(1,527

)

 

$

23,254

 

Net income (loss) attributable to common stockholders and comprehensive income

 

$

(1,527

)

 

$

23,254

 

Net income (loss) per share attributable to common stockholders, basic

 

$

(0.07

)

 

$

1.09

 

Net income (loss) per share attributable to common stockholders, diluted

 

$

(0.07

)

 

$

1.03

 

Weighted-average shares used to compute basic net income (loss) per share

 

 

21,544

 

 

 

21,245

 

Weighted-average shares used to compute diluted net income (loss) per share

 

 

21,544

 

 

 

22,664

 

 

 


 

 

SiTime Corporation
Unaudited Reconciliation of Non-GAAP Adjustments

 

 

 

 

 

Three Months Ended

 

 

Year Ended

 

 

 

December 31, 2022

 

 

December 31, 2022

 

 

 

(in thousands, except per share data)

 

Reconciliation of GAAP gross profit and margin to non-GAAP

 

 

 

 

 

 

Revenue

 

$

60,840

 

 

$

283,605

 

GAAP gross profit

 

 

37,760

 

 

 

182,962

 

GAAP gross margin

 

 

62.1

%

 

 

64.5

%

Stock-based compensation and related taxes

 

 

633

 

 

 

1,982

 

Non-GAAP gross profit

 

$

38,393

 

 

$

184,944

 

Non-GAAP gross margin

 

 

63.1

%

 

 

65.2

%

 

 

 

 

 

 

 

Reconciliation of GAAP operating expenses to non-GAAP

 

 

 

 

 

 

GAAP research and development expenses

 

 

23,798

 

 

 

90,288

 

Stock-based compensation and related taxes

 

 

(7,201

)

 

 

(26,383

)

Non-GAAP research and development expenses

 

$

16,597

 

 

$

63,905

 

 

 

 

 

 

 

 

GAAP sales, general and administrative expenses

 

 

19,693

 

 

 

76,532

 

Stock-based compensation and related taxes

 

 

(8,106

)

 

 

(31,301

)

Non-GAAP sales, general and administrative expenses

 

$

11,587

 

 

$

45,231

 

Total Non-GAAP operating expenses

 

$

28,184

 

 

$

109,136

 

 

 

 

 

 

 

 

Reconciliation of GAAP income (loss) from operations to non-GAAP income
   from operations

 

 

 

 

 

 

GAAP income (loss) from operations

 

$

(5,731

)

 

$

16,142

 

Stock-based compensation and related taxes

 

 

15,940

 

 

 

59,666

 

Non-GAAP income from operations

 

$

10,209

 

 

$

75,808

 

Non-GAAP income from operations as a percentage of revenue

 

 

16.8

%

 

 

26.7

%

 

 

 

 

 

 

 

Reconciliation of GAAP net income (loss) to non-GAAP net income

 

 

 

 

 

 

GAAP net income (loss)

 

$

(1,527

)

 

$

23,254

 

Stock-based compensation and related taxes

 

 

15,940

 

 

 

59,666

 

Non-GAAP net income

 

$

14,413

 

 

$

82,920

 

Weighted-average shares used to compute diluted net income
   per share

 

 

22,524

 

 

 

22,664

 

 

 

 

 

 

 

 

Stock-based compensation and related taxes

 

 

 

 

 

 

Stock-based compensation

 

$

15,623

 

 

$

57,416

 

Stock-based compensation related taxes

 

 

317

 

 

 

2,250

 

Stock-based compensation and related taxes

 

$

15,940

 

 

$

59,666

 

 

 

 

 

 

 

 

GAAP net income (loss) per share diluted

 

$

(0.07

)

 

$

1.03

 

Non-GAAP adjustments detailed above

 

 

0.71

 

 

 

2.63

 

Non-GAAP net income per share diluted

 

$

0.64

 

 

$

3.66

 

 

 


 

 

SiTime Corporation
Unaudited GAAP Condensed Consolidated Balance Sheets

 

 

 

 

 

 

 

 

 

 

As of

 

 

 

December 31, 2022

 

 

December 31, 2021

 

 

 

(in thousands)

 

Assets:

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

34,603

 

 

$

559,461

 

Short-term investments in held-to-maturity securities

 

 

529,494

 

 

 

 

Accounts receivable, net

 

 

41,229

 

 

 

38,376

 

Inventories

 

 

57,650

 

 

 

23,630

 

Prepaid expenses and other current assets

 

 

6,091

 

 

 

4,476

 

Total current assets

 

 

669,067

 

 

 

625,943

 

Property and equipment, net

 

 

58,772

 

 

 

37,902

 

Intangible assets, net

 

 

5,205

 

 

 

5,977

 

Right-of-use assets, net

 

 

10,848

 

 

 

8,194

 

Other assets

 

 

6,724

 

 

 

193

 

Total assets

 

$

750,616

 

 

$

678,209

 

Liabilities and Stockholders' Equity:

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

14,881

 

 

$

13,103

 

Accrued expenses and other current liabilities

 

 

18,913

 

 

 

24,282

 

Total current liabilities

 

 

33,794

 

 

 

37,385

 

Lease liabilities

 

 

8,149

 

 

 

6,398

 

Other non-current liabilities

 

 

193

 

 

 

1,929

 

Total liabilities

 

 

42,136

 

 

 

45,712

 

Commitments and contingencies

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Common stock

 

 

2

 

 

 

2

 

Additional paid-in capital

 

 

716,343

 

 

 

663,614

 

Accumulated deficit

 

 

(7,865

)

 

 

(31,119

)

Total stockholders’ equity

 

 

708,480

 

 

 

632,497

 

Total liabilities and stockholders’ equity

 

$

750,616

 

 

$

678,209

 

 

 

Investor Relations Contacts:

 

Shelton Group

Leanne Sievers | Brett Perry

1-949-224-3874 | 1-214-272-0070

sheltonir@sheltongroup.com

 

SiTime Corporation

Art Chadwick

Chief Financial Officer

investor.relations@sitime.com