-----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, Rg8C+UIHdYDvjPajV8N5KWoaVqPl1uwuXNLcEeNyg4zOw2pu+Z+RLItN4SBDSLsy vJ3YPEMfstl1E3xdVqMTeA== 0001157523-07-004882.txt : 20070509 0001157523-07-004882.hdr.sgml : 20070509 20070509161517 ACCESSION NUMBER: 0001157523-07-004882 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070509 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070509 DATE AS OF CHANGE: 20070509 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17795 FILM NUMBER: 07832701 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 1 a5399089.txt CIRRUS LOGIC, INC. 8-K ================================================================================ 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 9, 2007 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 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)) ================================================================================ Item 2.02 Results of Operations and Financial Condition On May 9, 2007, the Company issued a press release reporting preliminary financial results of the Company for the fourth fiscal quarter ended March 31, 2007. 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 (d) Exhibits Exhibit Description ------- ----------- Exhibit 99.1 Cirrus Logic, Inc. press release dated May 9, 2007 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: May 9, 2007 By: /s/ Thurman K. Case ------------------------------------ Name: Thurman K. Case Title: Chief Financial Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Registrant's press release dated May 9, 2007. EX-99.1 2 a5399089ex991.txt EXHIBIT 99.1 Exhibit 99.1 Cirrus Logic Reports Fiscal Q4 2007 Financial Results Continued Profitability Highlighted By Strong Gross Margins AUSTIN, Texas--(BUSINESS WIRE)--May 9, 2007--Cirrus Logic Inc. (NASDAQ:CRUS), a leader in high-precision analog, mixed-signal and embedded products for audio and industrial markets, today announced financial results for the fourth quarter and fiscal year 2007, which ended March 31, 2007. The company reported fourth quarter fiscal year 2007 revenue of $43.6 million, compared with $42.2 million of total revenue during the fourth quarter of fiscal year 2006. Fourth quarter gross margin was 60.2 percent compared to 58.1 percent for the fourth quarter of fiscal year 2006. Combined research and development (R&D) and selling, general and administrative (SG&A) expenses for the fourth fiscal quarter of 2007 were $25.8 million. R&D and SG&A expenses included $1.0 million in stock-based compensation expense due to the adoption of SFAS 123(R) at the beginning of this fiscal year, as well as $1.6 million in expenses associated with the company's recently concluded stock-option review. R&D and SG&A expenses also included $1.0 million in facility-related charges, and a $0.4 million charge related to an executive termination agreement. Excluding these charges, combined non-GAAP R&D and SG&A expenses were $21.8 million. Fourth fiscal quarter net income was $7.3 million, or $0.08 per share based on 89.3 million diluted shares outstanding. These results include a $4.3 million impairment charge to our investment in Magnum Semiconductor, as well as a $0.5 million restructuring charge and an $8.2 million tax benefit. The non-GAAP net income for the quarter, excluding the items mentioned above, was $7.9 million or $0.09 per diluted share. Total cash and marketable securities at the end of the fourth fiscal quarter was $271.7 million, compared with $264.2 million at the end of the prior fiscal quarter, an increase of $7.5 million. "I'm pleased that our March quarter revenue came in at the high end of our expectations, with continued profitability highlighted by strong gross margins," said Mike Hackworth, Cirrus Logic's chairman and acting chief executive officer. "For the June quarter, we expect softer demand for legacy products as we transition to anticipated revenue growth for newer consumer products." Outlook for First Quarter FY 2008 (ending June 30, 2007): -- Revenue is expected to range between $40 million and $44 million; -- Gross margin is expected to be between 58 percent and 60 percent; and -- Combined GAAP R&D and SG&A expenses are expected to range between $23 million and $25 million, including share-based compensation expense of approximately $1.1 million. Use of Non-GAAP Financial Information Cirrus Logic has included in this release certain financial information that has not been prepared in accordance with GAAP. A reconciliation of such non-GAAP financial information to the most comparable GAAP information is included in the financial statements portion of this release, as well as on our Web site in the Investors section at www.cirrus.com. This non-GAAP financial information is not meant as a substitute for the company's GAAP results, but is included solely for informational and comparative purposes. Cirrus Logic management believes that certain non-GAAP financial information is useful to investors because it may enhance their understanding of the results and trends in the company's business. Cirrus Logic also uses certain non-GAAP financial information internally to evaluate and manage the company's operations. The non-GAAP financial information that the company uses may differ from that used by other companies. This non-GAAP financial information should be considered in addition to, and not as a substitute for, the company's results that were prepared in accordance with GAAP. Conference Call Cirrus Logic management will hold a conference call to discuss the company's results for the fourth quarter of fiscal year 2007, on May 9, 2007, at 5:00 p.m. EDT. Those wishing to join should call 303-262-2131 (passcode: Cirrus Logic) at approximately 4:50 p.m. EDT. A replay of the conference call will also be available beginning one hour after the completion of the call, until May 16, 2007. To access the recording, call 303-590-3000 (passcode: 11088085 #). A live and an archived webcast of the conference call will also be available via the company's Web site at www.cirrus.com. Cirrus Logic, Inc. Cirrus Logic develops high-precision, analog and mixed-signal integrated circuits for a broad range of consumer and industrial markets. Building on its diverse analog mixed-signal patent portfolio, Cirrus Logic delivers highly optimized products for consumer and commercial audio, automotive entertainment and industrial applications. The company operates from headquarters in Austin, Texas, with offices in 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 contain forward-looking statements, including our estimates of first quarter fiscal year 2008 revenue, gross margin, combined research and development and selling, general and administrative expense levels, and share-based compensation expense. In some cases, forward-looking statements are identified by words such as we "expect," "anticipate," "target," "project," "believe," "goals," "estimates," and "intend," variations of these types of words and similar expressions are intended to identify these forward-looking statements. In addition, any statements that refer to our plans, expectations, strategies or other characterizations of future events or circumstances 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. These risks and uncertainties include, but are not limited to, the following: overall conditions in the semiconductor 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 level of orders and shipments during the first quarter of fiscal year 2008, as well as customer cancellations of orders, or the failure to place orders consistent with forecasts; overall economic pressures; pricing pressures; hardware or software deficiencies; our dependence on subcontractors for assembly, manufacturing, packaging and testing functions; our ability to make continued sufficient investments in research and development; foreign currency fluctuations; the retention of key employees; expenses associated with the Company's stock option investigation, and related on-going litigation and administrative proceedings; and the risk factors listed in our Form 10-K/A for the year ended March 25, 2006, and in our other filings with the Securities and Exchange Commission, which are available at www.sec.gov. 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. Summary financial data follows: CIRRUS LOGIC, INC. CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (unaudited) (in thousands, except per share data) Quarter Ended -------------------------- Mar. 31, Dec. 30, Mar. 25, 2007 2006 2006 -------- -------- -------- Net revenue $43,647 $45,297 $42,158 Cost of sales 17,369 17,886 17,683 -------- -------- -------- Gross Margin 26,278 27,411 24,475 -------- -------- -------- Gross Margin Percentage 60.2% 60.5% 58.1% Operating expenses: Research and development 10,998 11,190 10,570 Selling, general and administrative 14,797 13,478 9,731 Restructuring and other costs 521 1,013 - Impairment of goodwill and other intangibles 4,290 - - Acquired in process R&D - 1,925 - License agreement - - (7,000) -------- -------- -------- Total operating expenses 30,606 27,606 13,301 -------- -------- -------- Income (loss) from operations (4,328) (195) 11,174 Realized gain on marketable equity securities - - - Interest income, net 3,412 3,615 2,510 Other income, net 71 76 21 -------- -------- -------- Income (loss) before income taxes (845) 3,496 13,705 Provision (benefit) for income taxes (8,124) 32 (1,241) -------- -------- -------- Net income $7,279 $3,464 $14,946 ======== ======== ======== Basic income per share: $0.08 $0.04 $0.17 Diluted income per share: $0.08 $0.04 $0.17 Basic weighted average common shares outstanding 88,076 87,756 86,718 Diluted weighted average common shares outstanding 89,333 88,725 88,924 Prepared in accordance with Generally Accepted Accounting Principles CIRRUS LOGIC, INC. RECONCILIATION BETWEEN GAAP AND NON-GAAP FINANCIAL INFORMATION (unaudited, in thousands, except per share data) (not prepared in accordance with GAAP) We use these non-GAAP financial numbers to assist us in the management of the Company because we believe that this information provides a more consistent and complete understanding of the underlying results and trends of the ongoing business due to the uniqueness of these charges. Quarter Ended ------------- Mar. 31, 2007 ------------- GAAP net income $7,279 Non-GAAP adjustments: Add: Stock compensation expense 975 Stock compensation review expense 1,630 Impairment of Magnum investment 4,290 Restructuring charges 521 Facility-related charges 1,017 Executive termination agreement 378 Benefit for income taxes (8,154) ------------- Non-GAAP net income $7,936 ============= GAAP diluted earnings per share $0.08 Non-GAAP adjustments: Effect of the stock compensation expense 0.01 Effect of stock compensation review expense 0.02 Effect of impairment of Magnum investment 0.05 Effect of restructuring charges 0.01 Effect of facility-related charges 0.01 Effect of termination agreement 0.00 Effect of benefit for income taxes (0.09) ------------- Non-GAAP diluted earnings per share $0.09 ============= CIRRUS LOGIC, INC. CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS (in thousands, except per share data) Twelve Months Ended ------------------- Mar. 31, Mar. 25, 2007 2006 --------- --------- Net revenue $182,304 $193,694 Cost of sales 73,290 88,502 --------- --------- Gross Margin 109,014 105,192 --------- --------- Gross Margin Percentage 59.8% 54.3% Operating expenses: Research and development 43,961 45,772 Selling, general and administrative 51,755 51,271 Restructuring and other costs 1,106 2,311 Impairment of goodwill and other intangibles 4,290 - Acquired in process R&D 1,925 - Litigation settlement, net - (24,758) License agreement - (7,000) --------- --------- Total operating expenses 103,037 67,596 --------- --------- Income from operations 5,977 37,596 Realized gain on marketable equity securities 193 388 Interest income, net 13,146 7,461 Other income (expense), net 177 (54) --------- --------- Income before income taxes 19,493 45,391 Benefit for income taxes (8,402) (7,035) --------- --------- Net income $27,895 $52,426 ========= ========= Basic income per share: $0.32 $0.61 Diluted income per share: $0.31 $0.60 Basic weighted average common shares outstanding 87,643 86,036 Diluted weighted average common shares outstanding 88,805 87,775 Prepared in accordance with Generally Accepted Accounting Principles CIRRUS LOGIC, INC. CONSOLIDATED CONDENSED BALANCE SHEET (in thousands) Mar. 31, Dec. 30, Mar. 25, 2007 2006 2006 --------- ----------- --------- ASSETS (unaudited) Current assets Cash and cash equivalents $87,960 $81,885 $116,675 Restricted investments 5,755 5,755 5,755 Marketable securities 178,000 176,527 102,335 Accounts receivable, net 19,127 16,585 20,937 Inventories 16,496 20,331 18,708 Other current assets 13,699 6,654 7,747 --------- ----------- --------- Total Current Assets 321,037 307,737 272,157 Long-term marketable securities - - 18,703 Property and equipment, net 11,407 12,324 14,051 Intangibles, net 8,550 9,039 2,966 Goodwill 6,461 6,146 - Investment in Magnum Semiconductor 3,657 7,947 7,947 Other assets 1,948 3,253 3,217 --------- ----------- --------- Total Assets $353,060 $346,446 $319,041 ========= =========== ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $10,434 $12,142 $14,129 Accrued salaries and benefits 7,816 6,349 6,460 Other accrued liabilities 10,519 12,425 10,053 Deferred income on shipments to distributors 4,290 4,907 7,098 Income taxes payable 1,561 2,091 2,228 --------- ----------- --------- Total Current Liabilities 34,620 37,914 39,968 Long-term restructuring accrual 3,418 3,367 4,694 Other long-term obligations 10,085 9,763 10,109 Stockholders' equity: Capital stock 926,900 924,665 914,235 Accumulated deficit (621,180) (628,459) (649,075) Accumulated other comprehensive loss (783) (804) (890) --------- ----------- --------- Total Stockholders' Equity 304,937 295,402 264,270 --------- ----------- --------- Total Liabilities and Stockholders' Equity $353,060 $346,446 $319,041 ========= =========== ========= Prepared in accordance with Generally Accepted Accounting Principles CONTACT: Cirrus Logic, Inc., Austin Investor Contact: Thurman K. Case, 512-851-4125 Chief Financial Officer InvestorRelations@cirrus.com -----END PRIVACY-ENHANCED MESSAGE-----