false0001451809November 06, 2024Santa ClaraCalifornia(408)328-440000014518092024-11-062024-11-06

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): November 06, 2024
_________________________________________________________
SiTime Corporation
(Exact name of Registrant as Specified in Its Charter)
_________________________________________________________
Delaware001-3913502-0713868
(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:
o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock, $0.0001 par value per shareSITMThe 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 o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 2.02 Results of Operations and Financial Condition.
On November 6, 2024, the Company issued a press release announcing its financial results for the third quarter of 2024. 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
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:
November 6, 2024
By: /s/ Elizabeth A. Howe
Elizabeth A. Howe
Executive Vice President and Chief Financial Officer


Exhibit 99.1
SiTime Reports Third Quarter 2024 Financial Results
SANTA CLARA, Calif., November 6, 2024 – SiTime Corporation, (Nasdaq: SITM), the Precision Timing company, today announced financial results for the third quarter ended September 30, 2024.
Net revenue in the third quarter of 2024 was $57.7 million, a 32% increase from $43.9 million in the prior quarter and an increase of 62% from the year ago period.
“We saw strong revenue and profit growth in Q3,” said Rajesh Vashist, CEO and chairman of SiTime. “All of our market segments grew by double-digit percentages sequentially. Our strategy of focusing on high-value applications with differentiated product offerings is delivering results and continues to fuel our growth.”
In the third quarter of 2024, GAAP gross profit was $29.5 million, or 51.1% of revenue, GAAP operating expenses were $54.3 million, GAAP loss from operations was $24.9 million, and GAAP net loss was $19.3 million, or $0.83 per diluted share.
In the third quarter of 2024, non-GAAP gross profit was $33.5 million, or 58.1% of revenue, non-GAAP operating expenses were $29.5 million, non-GAAP income from operations was $4.0 million and non-GAAP net income was $9.6 million, or $0.40 per diluted share.
Total cash, cash equivalents and short-term investments were $434.8 million on September 30, 2024. The third quarter of 2024 also included the payment of $12.9 million related to the Aura transaction.
Use of Non-GAAP Financial Information
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.
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 expense, amortization of acquired intangibles, and acquisition-related expenses which include transaction and certain other cash costs associated with business acquisition as well as changes in the estimated fair value of contingent consideration and earn out liabilities. The reconciliation between GAAP and non-GAAP financial results is provided in the financial statements portion of this release.
Inducement Plan Grants
SiTime granted restricted stock unit awards (“RSUs”) on November 4, 2024 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 of 19 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 39,673 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 the financial results for its third quarter of 2024 via conference call today, November 6, 2024, 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 semiconductor MEMS 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 more than 3 billion devices shipped, SiTime is changing the timing industry. For more information, visit www.sitime.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Security Exchange Act of 1934, as amended. These forward-looking statements involve risks, uncertainties, assumptions, and other factors that may cause actual results or outcomes to differ materially from those anticipated in such forward-looking statements. The risks, uncertainties, assumptions, and other factors include, but not limited to the impact of acquisitions. More information about these and other risks, uncertainties, and other factors that may cause actual outcomes and results to differ materially from those included in the forward-looking statements contained in this release are included under the caption “Risk Factors” and elsewhere in our most recent Form 10-Q filed with the Securities and Exchange Commission and other filings SiTime makes with the Securities and Exchange Commission from time to time, including the Form 10-K that has been filed for the fiscal year ended December 31, 2023. The financial information set forth in this release reflects estimates based on information available at this time. While SiTime believes these estimates to be reasonable, these amounts could differ materially from reported amounts in SiTime’s Form 10-Q for the fiscal period ending September 30, 2024 and SiTime’s other filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date the statements are made and are based on information available to SiTime at the time those statements are made and/or management's good faith belief as of that time with respect to future events. Except as required by law, SiTime undertakes no obligation, and does not intend, to update these forward-looking statements.


SiTime Corporation
Unaudited GAAP Condensed Consolidated Statements of Operations
Three Months Ended
September 30, 2024June 30, 2024
(in thousands, except per share data)
Revenue$57,698 $43,866 
Cost of revenue28,231 22,343 
Gross profit29,467 21,523 
Operating expenses:
Research and development26,489 25,490 
Selling, general and administrative25,359 25,190 
Acquisition related costs2,482 3,163 
Total operating expenses54,330 53,843 
Loss from operations(24,863)(32,320)
Interest income5,499 5,736 
Other income (expense), net168 (203)
Loss before income taxes(19,196)(26,787)
Income tax benefit (expense)(119)18 
Net loss$(19,315)$(26,769)
Net loss attributable to common stockholders and comprehensive loss$(19,315)$(26,769)
Net loss per share attributable to common stockholders, basic$(0.83)$(1.16)
Net loss per share attributable to common stockholders, diluted$(0.83)$(1.16)
Weighted-average shares used to compute basic net loss per share23,23722,997
Weighted-average shares used to compute diluted net loss per share23,23722,997


SiTime Corporation
Unaudited Reconciliation of Non-GAAP Adjustments
Three Months Ended
September 30, 2024June 30, 2024
(in thousands, except per share data)
Reconciliation of GAAP gross profit and margin to non-GAAP
Revenue$57,698 $43,866 
GAAP gross profit29,467 21,523 
GAAP gross margin51.1 %49.1 %
Amortization of acquired intangibles3,573 3,463 
Stock-based compensation495 327 
Non-GAAP gross profit$33,535 $25,313 
Non-GAAP gross margin58.1 %57.7 %
Reconciliation of GAAP operating expenses to non-GAAP
GAAP research and development expenses$26,489 $25,490 
Stock-based compensation(9,392)(9,414)
Non-GAAP research and development expenses$17,097 $16,076 
GAAP sales, general and administrative expenses$25,359 $25,190 
Stock-based compensation(12,925)(13,176)
Non-GAAP sales, general and administrative expenses$12,434 $12,014 
GAAP acquisition related costs$2,482 $3,163 
Acquisition related costs(2,482)(3,163)
Non-GAAP acquisition related costs$— $— 
Total Non-GAAP operating expenses$29,531 $28,090 
Reconciliation of GAAP loss from operations to non-GAAP loss from operations
GAAP loss from operations$(24,863)$(32,320)
Acquisition related costs2,482 3,163 
Amortization of acquired intangibles3,573 3,463 
Stock-based compensation22,812 22,917 
Non-GAAP income (loss) from operations$4,004 $(2,777)
Non-GAAP income (loss) from operations as a percentage of revenue6.9 %(6.3 %)
Reconciliation of GAAP net loss to non-GAAP net income (loss)
GAAP net loss$(19,315)$(26,769)
Acquisition related costs2,482 3,163 
Amortization of acquired intangibles3,573 3,463 
Stock-based compensation22,812 22,917 
Non-GAAP net income$9,552 $2,774 
Weighted-average shares used to compute diluted net income (loss) per share24,05922,997
GAAP net loss per share diluted$(0.83)$(1.16)
Non-GAAP adjustments detailed above1.23 1.28 
Non-GAAP net income per share diluted$0.40 $0.12 


SiTime Corporation
Unaudited GAAP Condensed Consolidated Balance Sheets
As of
September 30, 2024December 31, 2023
(in thousands)
Assets:
Current assets:
Cash and cash equivalents$8,489 $9,468 
Short-term investments in held-to-maturity securities426,307 518,733 
Accounts receivable, net30,175 21,861 
Inventories71,880 65,539 
Prepaid expenses and other current assets8,894 7,641 
Total current assets545,745 623,242 
Property and equipment, net69,689 54,685 
Intangible assets, net167,395 177,079 
Right-of-use assets, net6,927 8,262 
Goodwill87,098 87,098 
Other assets1,049 1,317 
Total assets$877,903 $951,683 
Liabilities and Stockholders' Equity:
Current liabilities:
Accounts payable$17,944 $8,690 
Accrued expenses and other current liabilities76,976 112,704 
Total current liabilities94,920 121,394 
Other non-current liabilities86,748 122,237 
Total liabilities181,668 243,631 
Commitments and contingencies
Stockholders’ equity:
Common stock2 2 
Additional paid-in capital859,421 796,450 
Accumulated deficit(163,188)(88,400)
Total stockholders’ equity696,235 708,052 
Total liabilities and stockholders’ equity$877,903 $951,683 
Investor Relations Contacts:
Shelton Group
Leanne Sievers | Brett Perry
sitm-ir@sheltongroup.com
SiTime Corporation
Beth Howe
Chief Financial Officer
investor.relations@sitime.com

v3.24.3
Cover
Nov. 06, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 06, 2024
Entity Registrant Name SiTime Corporation
Entity Incorporation, State or Country Code DE
Entity File Number 001-39135
Entity Tax Identification Number 02-0713868
Entity Address, Address Line One 5451 Patrick Henry Drive
Entity Address, City or Town Santa Clara
Entity Address, State or Province CA
Entity Address, Postal Zip Code 95054
City Area Code (408)
Local Phone Number 328-4400
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.0001 par value per share
Trading Symbol SITM
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001451809
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