-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MmW14ypuNKvqW3C0dgpi6CBNgNd7nDkkbx0NstJpG5C8aV3HQoUU3EXb9YK7kSjL BeiBdgCs9UAPCMPIPR/ZbQ== 0001157523-04-009560.txt : 20041021 0001157523-04-009560.hdr.sgml : 20041021 20041020173431 ACCESSION NUMBER: 0001157523-04-009560 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041020 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041021 DATE AS OF CHANGE: 20041020 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CIRRUS LOGIC INC CENTRAL INDEX KEY: 0000772406 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 770024818 STATE OF INCORPORATION: DE FISCAL YEAR END: 0330 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17795 FILM NUMBER: 041088138 BUSINESS ADDRESS: STREET 1: 2901 VIA FORTUNA CITY: AUSTIN STATE: TX ZIP: 78746 BUSINESS PHONE: 512-851-4000 MAIL ADDRESS: STREET 1: 2901 VIA FORTUNA CITY: AUSTIN STATE: TX ZIP: 78746 8-K/A 1 a8k.txt CIRRUS LOGIC 8-K/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 20, 2004 CIRRUS LOGIC, INC. (Exact name of Registrant as specified in its charter) Delaware 0-17795 77-0024818 (State or Other Jurisdiction of (Commission (IRS Employer Incorporation or Organization) File Number) Identification No.) 2901 Via Fortuna, Austin, TX 78746 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (512) 851-4000 Item 2.02 Results of Operations and Financial Condition On October 20, 2004, the Company issued a press release reporting the financial results of the Company for the second quarter of fiscal year 2005. A copy of this press release is attached to this Report as exhibit 99.1. All of the information furnished in Item 2.02 of this Report and the accompanying exhibit shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference in any filing under the Securities Act of 1933, as amended. Item 9.01 Financial Statements and Exhibits (c) Exhibits Exhibit Description ------- ----------- Exhibit 99.1 Cirrus Logic, Inc. press release dated October 20, 2004 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CIRRUS LOGIC, INC. Date: October 20, 2004 By: /s/ John T. Kurtzweil ---------------------------------- Name: John T. Kurtzweil Title: Senior Vice President & Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Registrant's press release dated October 20, 2004. EX-99.1 2 a4745105ex991.txt EXHIBIT 99.1 Exhibit 99.1 Cirrus Logic Reports Fiscal Q2 2005 Financial Results AUSTIN, Texas--(BUSINESS WIRE)--Oct. 20, 2004--Cirrus Logic Inc. (Nasdaq:CRUS) today announced financial results for the second quarter of fiscal year 2005, ended Sept. 25, 2004. The company reported second quarter fiscal year 2005 revenue of $51.3 million, compared with $59.1 million in the prior quarter and $50.1 million reported in the second quarter of fiscal year 2004. Second quarter gross margin was 44.7 percent, compared with 53.6 percent in the prior quarter and 51.9 percent in the second quarter one year ago. Second quarter gross margin included a net charge of $3.9 million, for excess and obsolete inventory, which had a 7.6 percent negative impact on gross margin. Second quarter fiscal year 2005 combined research and development and selling, general and administrative expenses were $31.0 million, compared with $31.2 million in the prior quarter and $32.6 million in the second fiscal quarter of 2004. Net loss in the second quarter fiscal year 2005 was $15.1 million, or a loss of $0.18 per share. The net loss includes $8.0 million of expense primarily for software write-off, restructuring- and acquisition-related items. In comparison, the company reported a net loss of $3.4 million in the prior quarter, which included $5.7 million of expense for acquisition- and restructuring-related items and a $0.7 million realized gain on the sale of marketable securities. The company reported net income of $21.1 million in the second quarter of fiscal year 2004, which included benefits of $31.7 million resulting from various positive events. Total cash and marketable securities at the end of the second quarter of fiscal year 2005 was $178 million, compared with $198 million at the end of the prior quarter. The decline was primarily due to an increase in inventory levels built in the first half of fiscal year 2005, and to a lesser extent, a $4.3 million lease buy out in the September quarter, as well as facility consolidations and expenses associated with workforce reductions. "As we indicated in our Sept. 23 press announcement, sales of audio converters for DVD players, predominantly to Chinese manufacturers, were lower than we had expected due in part to an industry-wide inventory correction within the supply chain. Demand for our video ICs was also lower than we anticipated as the emerging DVD recorder market, particularly in North America, has taken longer to develop into a consumer mass market. Despite this slower-than-expected growth in the DVD recorder market, we are encouraged by a number of design wins with top-tier accounts, such as LG, Samsung and Sony, that are now entering volume production," said David D. French, president and CEO of Cirrus Logic Inc. Outlook and Guidance "Our outlook for the December quarter -- typically a strong quarter -- is cautious. We believe that the audio converter inventory imbalance at our customers is in part, but not completely, behind us. To reduce our IC inventories, we have reduced wafer starts across all of our major product lines and anticipate lower inventory levels at our company and in the channel this quarter. Looking ahead, we are encouraged by the long-term demand trends and our customer design-in activity for our core, high-margin industrial analog products," said French. Third Quarter FY 05 (ending Dec. 25, 2004) -- Revenue is expected to be between $50 million and $55 million, with revenue contribution from the following product categories: -- Analog, which includes the company's audio converter, industrial analog, and processor product lines, is expected to range between $43 million and $46 million, and -- Video is expected to range between $7 million and $9 million. -- Gross margin is expected to range between 51 percent and 53 percent. -- Combined R&D and SG&A expenses are expected to range between $28 million and $29 million. Conference Call Cirrus Logic management will hold a conference call to discuss these results today, Oct. 20, at 4:00 p.m. Central Time. Those wishing to join should dial 201-689-8044 at approximately 3:50 p.m. Central Time. A replay of the call will be available starting one hour after the completion of the call until Nov. 3, 2004. To access the replay, dial 201-612-7415 (account #: 2445; conference #: 119505). A live and an archived web cast of the conference call will also be available via the company's Web site at www.cirrus.com. Upcoming Conferences Cirrus Logic management will be presenting at several upcoming conferences -- the Silicon Hills Summit in Austin, Texas on Oct. 28; the AeA Classic Financial Conference in Monterey, Calif., on Nov. 8-9; Deutsche Bank 2004 Global Semiconductor and Semi Capital Equipment Conference on Nov. 10 in Las Vegas; and the Lehman Brothers "T4 -- Technology and Telecom Trends for Tomorrow" Conference in San Francisco on Dec. 8-10. Those wishing to listen to management's presentation can hear a live and/or an archived web cast of these available events at www.cirrus.com. Cirrus Logic Inc. Cirrus Logic is a premier supplier of high-performance analog, mixed-signal and digital processing solutions for consumer entertainment electronics, automotive entertainment and industrial product applications. Building on its global market leadership in audio ICs and its rich mixed-signal patent portfolio, Cirrus Logic targets audio, video and precision mixed-signal applications in these growing markets. The company operates from headquarters in Austin, Texas, with offices in California, Colorado, Europe, Japan and Asia. More information about Cirrus Logic is available at www.cirrus.com. Safe Harbor Statement Except for historical information contained herein, the matters set forth in this news release, including our estimates of third quarter fiscal year 2005 revenues, combined research and development and selling, general and administrative expense levels, gross margin, and expectations regarding our revenue growth are forward-looking statements. These forward-looking statements are based on our current expectations, estimates and assumptions and are subject to certain risks and uncertainties that could cause actual results to differ materially from our current expectations, estimates and assumptions and the forward-looking statements made in this press release. These risks and uncertainties include, but are not limited to, the following: overall conditions in the semiconductor market; the expansion of the consumer digital entertainment electronics market; our ability to introduce new products on a timely basis and to deliver products that perform as anticipated; risks associated with international sales and international operations; the results of any potential and pending litigation matters; the level of orders and shipments during the third quarter of fiscal year 2005, as well as customer cancellations of orders, or the failure to place orders consistent with forecasts; pricing pressures; hardware or software deficiencies; our dependence on subcontractors for assembly, manufacturing, packaging and testing functions; our ability to make continued substantial investments in research and development; foreign currency fluctuations; the retention of key employees; the impact of restructuring and other costs, such as work force reductions and facility consolidations; and the risk factors listed in our Form 10-K for the year ended March 27, 2004, and in other filings with the Securities and Exchange Commission. The foregoing information concerning our business outlook represents our outlook as of the date of this news release, and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new developments or otherwise. Cirrus Logic and Cirrus are trademarks of Cirrus Logic Inc. All other product names noted herein may be trademarks of their respective holders. Summary financial data follows: CIRRUS LOGIC, INC. CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (unaudited) (in thousands, except per share data) Quarter Ended ------------------------------ Sept. 25, Jun. 26, Sept. 27, 2004 2004 2003 --------- --------- ---------- Net sales $51,332 $59,117 $50,130 Cost of sales 28,404 27,444 24,132 --------- --------- ---------- Gross Margin 22,928 31,673 25,998 --------- --------- ---------- Gross Margin Percentage 44.7% 53.6% 51.9% Operating expenses: Research and development 17,793 18,707 20,427 Selling, general and administrative 13,162 12,494 12,203 Restructuring and other costs 4,148 1,723 395 Amortization of acquired intangibles 3,419 3,419 3,778 Patent infringement settlements, net - - (14,402) --------- --------- ---------- Total operating expenses 38,522 36,343 22,401 --------- --------- ---------- Total operating expenses as a percent of revenue 75.0% 61.5% 44.7% Income (loss) from operations (15,594) (4,670) 3,597 Operating income (loss) as a percent of revenue (30.4%) (7.9%) 7.2% Realized gain on marketable equity securities - 669 10,080 Interest income and other, net 599 630 255 --------- --------- ---------- Income (loss) before income taxes and loss from discontinued operations (14,995) (3,371) 13,932 Provision (benefit) for income taxes 66 24 (7,122) --------- --------- ---------- Net income (loss) $(15,061) $(3,395) $21,054 ========= ========= ========== Basic and diluted income (loss) per share $(0.18) $(0.04) $0.25 Basic weighted average common shares outstanding 84,671 84,419 83,946 Diluted weighted average common shares outstanding 84,671 84,419 85,556 CIRRUS LOGIC, INC. CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (unaudited) (in thousands, except per share data) Six Months Ended --------------------- Sept. 25, Sept. 27, 2004 2003 ---------- ---------- Net sales $110,449 $90,854 Cost of sales 55,848 45,121 ---------- ---------- Gross Margin 54,601 45,733 ---------- ---------- Gross Margin Percentage 49.4% 50.3% Operating expenses: Research and development 36,500 41,073 Selling, general and administrative 25,656 24,720 Restructuring and other costs 5,871 8,035 Amortization of acquired intangibles 6,838 7,556 Patent infringement settlements, net - (14,402) ---------- ---------- Total operating expenses 74,865 66,982 ---------- ---------- Total operating expenses as a percent of revenue 67.8% 73.7% Loss from operations (20,264) (21,249) Operating loss as a percent of revenue (18.3%) (23.4%) Realized gain on marketable equity securities 669 10,080 Interest income and other, net 1,229 805 ---------- ---------- Loss before income taxes (18,366) (10,364) Provision (benefit) for income taxes 90 (7,101) ---------- ---------- Net loss $(18,456) $(3,263) ========== ========== Basic and diluted loss per share $(0.22) $(0.04) Basic and diluted weighted average common shares outstanding 84,545 83,855 CIRRUS LOGIC, INC. CONSOLIDATED CONDENSED BALANCE SHEET (unaudited) (in thousands) Sept. 25, Jun. 26, Sept. 27, 2004 2004 2003 --------- --------- --------- ASSETS Current assets Cash and cash equivalents $100,050 $168,976 $119,059 Restricted cash 7,184 8,159 8,265 Marketable securities 45,435 18,438 1,654 Accounts receivable, net 28,677 27,927 21,860 Inventories 42,582 40,988 25,130 Other current assets 5,372 8,597 19,243 --------- --------- --------- Total Current Assets 229,300 273,085 195,211 Long-term marketable securities 25,053 2,112 - Property and equipment, net 21,843 22,982 25,317 Intangibles, net 19,923 24,929 37,035 Other assets 2,862 2,912 5,220 --------- --------- --------- Total Assets $298,981 $326,020 $262,783 ========= ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $22,407 $32,347 $14,296 Accrued salaries and benefits 9,355 10,027 10,444 Other accrued liabilities 18,257 18,389 24,155 Deferred revenue 7,869 5,962 4,447 Income taxes payable 30,299 30,124 30,319 --------- --------- --------- Total Current Liabilities 88,187 96,849 83,661 Long-term restructuring accrual 3,515 7,610 7,498 Other long-term obligations 10,389 9,915 9,089 Stockholders' equity: Capital stock 873,634 873,319 869,238 Accumulated deficit (675,865) (660,804) (707,175) Accumulated other comprehensive income (loss) (879) (869) 472 --------- --------- --------- Total Stockholders' Equity 196,890 211,646 162,535 --------- --------- --------- Total Liabilities and Stockholders' Equity $298,981 $326,020 $262,783 ========= ========= ========= CONTACT: Cirrus Logic Inc., Austin David H. Allen, 512-851-4122 david.allen@cirrus.com -----END PRIVACY-ENHANCED MESSAGE-----