8-K
SITIME Corp0001451809false00014518092023-05-032023-05-03

 

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): May 03, 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 May 3, 2023, the Company issued a press release announcing its financial results for the first quarter of 2023. 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 May 3, 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:

May 3, 2023

By:

/s/ Arthur D. Chadwick

 

 

 

Arthur D. Chadwick
Executive Vice President and Chief Financial Officer

 


EX-99

Exhibit 99.1

 

SiTime Reports First Quarter 2023 Financial Results

 

SANTA CLARA, Calif., May 3, 2023 – SiTime Corporation, (Nasdaq: SITM), the precision timing company, today announced financial results for the first quarter ended March 31, 2023.

Net revenue in the first quarter of 2023 was $38.3 million, a 37.0% decrease from the $60.8 million in the fourth quarter of 2022.

 

Generally Accepted Accounting Principles (GAAP) Results

In the first quarter of 2023, GAAP gross margins were $23.0 million, or 60.1% of revenue, GAAP operating expenses were $45.2 million, GAAP loss from operations was $22.1 million, and GAAP net loss was $16.5 million, or $(0.76) per basic share.

Total cash and cash equivalents were $38.3 million and short-term investments were $537.8 million on March 31, 2023.

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 first quarter of 2023, non-GAAP gross margins were $23.7 million, or 61.8% of revenue, non-GAAP operating expenses were $27.3 million, or 71.2% of revenue, non-GAAP loss from operations was $3.6 million, or 9.4% of revenue and non-GAAP net income was $2.0 million, or $0.09 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 financial measures exclude stock-based compensation, however prior to the first quarter of 2023, the Company also excluded stock-based compensation related payroll taxes from its Non-GAAP financial measures as well. No changes have been made to non-GAAP financial measures from periods prior to the first quarter of 2023, which continue to exclude the effect of stock-based compensation and related payroll taxes.

 

Inducement Plan Grants

SiTime granted restricted stock unit awards (“RSUs”) on May 2, 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 7 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 10,705 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. 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 first quarter of 2023 financial results conference call today, May 3, 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 the precision timing company. Our programmable solutions offer a rich feature set that enables customers to differentiate their products with higher performance, smaller size, lower power, and better reliability. With over 3 billion devices shipped, SiTime is changing the timing industry. For more information, visit www.sitime.com.

 

 

SiTime Corporation

 

Unaudited GAAP Condensed Consolidated Statements of Operations

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

March 31, 2023

 

 

December 31, 2022

 

 

 

(in thousands, except per share data)

 

Revenue

 

$

38,343

 

 

$

60,840

 

Cost of revenue

 

 

15,302

 

 

 

23,080

 

Gross profit

 

 

23,041

 

 

 

37,760

 

Operating expenses:

 

 

 

 

 

 

Research and development

 

 

24,457

 

 

 

23,798

 

Selling, general and administrative

 

 

20,733

 

 

 

19,693

 

Total operating expenses

 

 

45,190

 

 

 

43,491

 

Loss from operations

 

 

(22,149

)

 

 

(5,731

)

Interest income

 

 

5,629

 

 

 

3,996

 

Other income, net

 

 

100

 

 

 

167

 

Loss before income taxes

 

 

(16,420

)

 

 

(1,568

)

Income tax expense (benefit)

 

 

(70

)

 

 

41

 

Net loss

 

$

(16,490

)

 

$

(1,527

)

Net loss attributable to common stockholders and comprehensive loss

 

$

(16,490

)

 

$

(1,527

)

Net loss per share attributable to common stockholders, basic

 

$

(0.76

)

 

$

(0.07

)

Net loss per share attributable to common stockholders, diluted

 

$

(0.76

)

 

$

(0.07

)

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

 

 

21,794

 

 

 

21,544

 

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

 

 

21,794

 

 

 

21,544

 

 

 


 

 

SiTime Corporation
Unaudited Reconciliation of Non-GAAP Adjustments

 

 

 

 

 

Three Months Ended

 

 

 

March 31, 2023

 

 

December 31, 2022

 

 

 

(in thousands, except per share data)

 

Reconciliation of GAAP gross profit and margin to non-GAAP

 

 

 

 

 

 

Revenue

 

$

38,343

 

 

$

60,840

 

GAAP gross profit

 

 

23,041

 

 

 

37,760

 

GAAP gross margin

 

 

60.1

%

 

 

62.1

%

Stock-based compensation and related taxes (1)

 

 

639

 

 

 

633

 

Non-GAAP gross profit

 

$

23,680

 

 

$

38,393

 

Non-GAAP gross margin

 

 

61.8

%

 

 

63.1

%

 

 

 

 

 

 

Reconciliation of GAAP operating expenses to non-GAAP

 

 

 

 

 

 

GAAP research and development expenses

 

 

24,457

 

 

 

23,798

 

Stock-based compensation and related taxes(1)

 

 

(8,031

)

 

 

(7,201

)

Non-GAAP research and development expenses

 

$

16,426

 

 

$

16,597

 

 

 

 

 

 

 

GAAP sales, general and administrative expenses

 

 

20,733

 

 

 

19,693

 

Stock-based compensation and related taxes(1)

 

 

(9,866

)

 

 

(8,106

)

Non-GAAP sales, general and administrative expenses

 

$

10,867

 

 

$

11,587

 

Total Non-GAAP operating expenses

 

$

27,293

 

 

$

28,184

 

 

 

 

 

 

 

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

 

 

 

 

 

 

GAAP loss from operations

 

$

(22,149

)

 

$

(5,731

)

Stock-based compensation and related taxes(1)

 

 

18,536

 

 

 

15,940

 

Non-GAAP income (loss) from operations

 

$

(3,613

)

 

$

10,209

 

Non-GAAP income (loss) from operations as a percentage of revenue

 

 

(9.4

%)

 

 

16.8

%

 

 

 

 

 

 

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

 

 

 

 

 

 

GAAP net loss

 

$

(16,490

)

 

$

(1,527

)

Stock-based compensation and related taxes(1)

 

 

18,536

 

 

 

15,940

 

Non-GAAP net income

 

$

2,046

 

 

$

14,413

 

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

 

 

21,794

 

 

 

22,524

 

 

 

 

 

 

 

Stock-based compensation and related taxes

 

 

 

 

 

 

Stock-based compensation

 

$

18,536

 

 

$

15,623

 

Stock-based compensation related taxes(1)

 

 

-

 

 

 

317

 

Stock-based compensation and related taxes

 

$

18,536

 

 

$

15,940

 

 

 

 

 

 

 

 

GAAP net loss per share diluted

 

$

(0.76

)

 

$

(0.07

)

Non-GAAP adjustments detailed above

 

 

0.85

 

 

 

0.71

 

Non-GAAP net income per share diluted

 

$

0.09

 

 

$

0.64

 

1 Beginning the first quarter of 2023, the Company does not exclude stock-based compensation related payroll taxes from its Non-GAAP financial measures. No changes have been made to non-GAAP financial measures from periods prior to the first quarter of 2023.

 

 

 

 

 

 

 

 

 

 


 

 

SiTime Corporation
Unaudited GAAP Condensed Consolidated Balance Sheets

 

 

 

 

 

 

 

 

 

 

As of

 

 

 

March 31, 2023

 

 

December 31, 2022

 

 

 

(in thousands)

 

Assets:

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

38,265

 

 

$

34,603

 

Short-term investments in held-to-maturity securities

 

 

537,818

 

 

 

529,494

 

Accounts receivable, net

 

 

21,464

 

 

 

41,229

 

Inventories

 

 

60,011

 

 

 

57,650

 

Prepaid expenses and other current assets

 

 

8,986

 

 

 

6,091

 

Total current assets

 

 

666,544

 

 

 

669,067

 

Property and equipment, net

 

 

57,487

 

 

 

58,772

 

Intangible assets, net

 

 

4,800

 

 

 

5,205

 

Right-of-use assets, net

 

 

10,227

 

 

 

10,848

 

Other assets

 

 

7,370

 

 

 

6,724

 

Total assets

 

$

746,428

 

 

$

750,616

 

Liabilities and Stockholders' Equity:

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

8,186

 

 

$

14,881

 

Accrued expenses and other current liabilities

 

 

17,020

 

 

 

18,913

 

Total current liabilities

 

 

25,206

 

 

 

33,794

 

Lease liabilities

 

 

7,471

 

 

 

8,149

 

Other non-current liabilities

 

 

91

 

 

 

193

 

Total liabilities

 

 

32,768

 

 

 

42,136

 

Commitments and contingencies

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Common stock

 

 

2

 

 

 

2

 

Additional paid-in capital

 

 

738,013

 

 

 

716,343

 

Accumulated deficit

 

 

(24,355

)

 

 

(7,865

)

Total stockholders’ equity

 

 

713,660

 

 

 

708,480

 

Total liabilities and stockholders’ equity

 

$

746,428

 

 

$

750,616

 

 

 

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