-----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, AtISGcJO1l/g5lm/ZiHrSBjl122Qv+ySggELaikg7vBo/Fr43s0ISIwTf40pDfub gsiNMa+gZlodaKdhahO68g== 0001157523-10-005937.txt : 20101021 0001157523-10-005937.hdr.sgml : 20101021 20101021080521 ACCESSION NUMBER: 0001157523-10-005937 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101021 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101021 DATE AS OF CHANGE: 20101021 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: 101134101 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 a6476070.htm 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):        October 21, 2010


 

CIRRUS LOGIC, INC.

(Exact name of Registrant as specified in its charter)



Delaware

 

0-17795

 

77-0024818

(State or Other Jurisdiction of

Incorporation or Organization)

(Commission

File Number)

(IRS Employer

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 October 21, 2010, the Company issued a press release announcing its second quarter fiscal year 2011 results. The full text of the press release is attached as Exhibit No. 99.1 to this Current Report on Form 8-K.  The press release contains forward-looking statements regarding the Company and cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

The information contained in Items 2.02 and 9.01 in this Current Report on Form 8-K and the exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Use of Non-GAAP Financial Information

To supplement Cirrus Logic's financial statements presented on a GAAP basis, Cirrus has provided non-GAAP financial information, including non-GAAP operating expenses, non-GAAP net income, non-GAAP income from operations, non-GAAP operating margin and non-GAAP diluted earnings per share. A reconciliation of the adjustments to GAAP results is included in the tables below. Non-GAAP financial information is not meant as a substitute for GAAP results, but is included because management believes such information is useful to our investors for informational and comparative purposes. In addition, certain non-GAAP financial information is used internally by management to evaluate and manage the company. As a note, the non-GAAP financial information used by Cirrus Logic may differ from that used by other companies.  These non-GAAP measures should be considered in addition to, and not as a substitute for, the results prepared in accordance with GAAP.

Item 9.01     Financial Statements and Exhibits.

 

(d)      Exhibits

 

Exhibit

Description

 
Exhibit 99.1 Cirrus Logic, Inc. press release dated October 21, 2010

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 21, 2010

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 October 21, 2010.  

EX-99.1 2 a6476070-ex991.htm EXHIBIT 99.1

Exhibit 99.1

Cirrus Logic Reports Fiscal Second Quarter Revenue Up 81 Percent to $100.6 Million

Expects Third Quarter Revenue of $88 Million to $94 Million

AUSTIN, Texas--(BUSINESS WIRE)--October 21, 2010--Cirrus Logic, Inc. (Nasdaq: CRUS), a leader in high-precision analog and digital signal processing components, today announced financial results for the second quarter of fiscal year 2011, which ended September 25, 2010.

Revenue for the quarter was $100.6 million, up 81 percent compared to $55.7 million during the second quarter of fiscal year 2010, and up 23 percent from $81.9 million in the previous quarter. Gross margin for the quarter was 56 percent, up from 52 percent in the second quarter a year ago, and down slightly from 57 percent for the previous quarter.

Total GAAP operating expenses for the quarter were approximately $27.7 million, compared to $29.2 million in the previous quarter. Research and Development (R&D) investment for the quarter was $15.5 million, and Selling, General and Administrative (SG&A) expenses totaled $15.4 million. Income from operations on a GAAP basis was approximately $29.1 million, or a 29 percent operating margin.

Non-GAAP operating expenses for the quarter were approximately $27.6 million, resulting in non-GAAP income from operations of $29.2 million, or a 29 percent operating margin. In the previous quarter, non-GAAP operating expenses were $26.6 million, with non-GAAP income from operations of $20.2 million, or a 25 percent operating margin. A reconciliation of the charges is included in a table below.

GAAP net income for the quarter was approximately $30.9 million or $0.42 per share, based on 72.9 million average diluted shares outstanding. Excluding the items noted in the reconciliation table, non-GAAP net income was $28.8 million, or $0.40 per diluted share.


“Portable audio was a continued highlight in Q2, and we are preparing for additional production ramps coming over the next several quarters,” said Jason Rhode, president and chief executive officer, Cirrus Logic. “Our energy product lines also delivered strong results, and we received our first production orders for our power factor correction chip - a great indication that our energy control initiative is on the right track.”

Outlook for Third Quarter FY 2011 (ending December 25, 2010):

  • Revenue is expected to range between $88 million and $94 million;
  • Gross margin is expected to be between 54 percent and 56 percent; and
  • Combined R&D and SG&A expenses are expected to range between $28 million and $30 million, which include approximately $2.5 million in share-based compensation and amortization of acquisition-related intangibles expenses.

Conference Call

Cirrus Logic management will hold a conference call to discuss the company’s results for the second quarter fiscal year 2011, on October 21, 2010 at 10:30 a.m. EDT. Those wishing to join should call (480) 629-9645, or toll-free at (877) 941-0844 (Conference ID: 4370151) by 10:20 a.m. on October 21, 2010. A replay of the conference call will also be available beginning one hour after the completion of the call, until October 28, 2010. To access the recording, call (303) 590-3030, or toll-free at (800) 406-7325 (Conference ID: 4370151). A live and an archived webcast of the conference call will also be available via the Investor section of the company’s website at investor.cirrus.com.

Shareholders who would like to submit a question to be addressed during the call are requested to contact investor.relations@cirrus.com.

Cirrus Logic, Inc.

Cirrus Logic develops high-precision, analog and mixed-signal integrated circuits for a broad range of innovative customers. Building on its diverse analog and signal-processing patent portfolio, Cirrus Logic delivers highly optimized products for a variety of audio and energy-related applications. The company operates from headquarters in Austin, Texas, with offices in Tucson, Ariz., Europe, Japan and Asia. More information about Cirrus Logic is available at www.cirrus.com.


Use of non-GAAP Financial Information

To supplement Cirrus Logic's financial statements presented on a GAAP basis, Cirrus has provided non-GAAP financial information, including non-GAAP operating expenses, non-GAAP net income, non-GAAP income from operations, non-GAAP operating margin and non-GAAP diluted earnings per share. A reconciliation of the adjustments to GAAP results is included in the tables below. Non-GAAP financial information is not meant as a substitute for GAAP results, but is included because management believes such information is useful to our investors for informational and comparative purposes. In addition, certain non-GAAP financial information is used internally by management to evaluate and manage the company. As a note, the non-GAAP financial information used by Cirrus Logic may differ from that used by other companies. These non-GAAP measures should be considered in addition to, and not as a substitute for, the results prepared in accordance with GAAP.

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 third quarter fiscal year 2011 revenue, gross margin, combined research and development and selling, general and administrative expense levels, share-based compensation expense, and amortization of acquired intangible expenses. In some cases, forward-looking statements are identified by words such as “expect,” “anticipate,” “target,” “project,” “believe,” “goals,” “opportunity,” “estimates,” “intend,” and variations of these types of words and similar expressions. 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 economic pressures and general market and economic conditions; overall conditions in the semiconductor market; the level of orders and shipments during the third quarter of fiscal year 2011, as well as customer cancellations of orders, or the failure to place orders consistent with forecasts; the loss of a key customer; pricing pressures; and the risk factors listed in our Form 10-K for the year ended March 27, 2010, 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.

CRUS-F


Summary financial data follows:

 
CIRRUS LOGIC, INC.
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
(unaudited)
(in thousands, except per share data)
           
Three Months Ended Six Months Ended
 
Sep. 25, Jun. 26, Sep. 26, Sep. 25, Sep. 26,
2010 2010 2009 2010 2009
Q2'11 Q1'11 Q2'10 Q2'11 Q2'10
Audio products $ 71,171 $ 53,988 $ 41,271 $ 125,159 $ 66,058
Energy products   29,427     27,927   14,403     57,354     27,130  
Net revenue   100,598     81,915   55,674     182,513     93,188  
Cost of sales   43,818     35,180   26,700     78,998     44,627  
Gross Profit 56,780 46,735 28,974 103,515 48,561
 
Operating expenses:
Research and development 15,450 15,092 12,355 30,542 24,863
Selling, general and administrative 15,372 14,011 11,746 29,383 21,817
Restructuring and other costs 401 - (165 ) 401 (165 )
Charge from non-marketable securities 500 - - 500 -
Provision for litigation expenses and settlements - 135 - 135 (2,745 )
Patent purchase agreement, net   (4,000 )   -   (1,400 )   (4,000 )   (1,400 )
Total operating expenses   27,723     29,238   22,536     56,961     42,370  
 
Operating income 29,057 17,497 6,438 46,554 6,191
 
Interest income, net 233 228 376 461 839
Other income (expense), net   (14 )   32   (21 )   18     (39 )
Income before income taxes 29,276 17,757 6,793 47,033 6,991
Provision (benefit) for income taxes   (1,598 )   155   29     (1,443 )   6  
Net income $ 30,874   $ 17,602 $ 6,764   $ 48,476   $ 6,985  
 
Basic income per share: $ 0.45 $ 0.26 $ 0.10 $ 0.72 $ 0.11
Diluted income per share: $ 0.42 $ 0.25 $ 0.10 $ 0.67 $ 0.11
 
Weighted average number of shares:
Basic 68,513 66,639 65,281 67,576 65,268
Diluted 72,878 70,755 65,473 71,971 65,392
 
Prepared in accordance with Generally Accepted Accounting Principles
 

 

CIRRUS LOGIC, INC.

CONSOLIDATED CONDENSED BALANCE SHEET

(in thousands)

 
  Sep. 25,   Mar. 27,   Sep. 26,
  2010     2010     2009  

(unaudited)

(unaudited)

ASSETS
Current assets
Cash and cash equivalents $ 19,837 $ 16,109 $ 20,692
Restricted investments 5,755 5,855 5,755
Marketable securities 153,797 85,384 62,191
Accounts receivable, net 48,451 23,963 26,160
Inventories 41,963 35,396 22,497
Other current assets   21,094     18,148     4,618  
Total Current Assets 290,897 184,855 141,913
 
Long-term marketable securities 3,000 34,278 35,391
Property and equipment, net 32,471 18,674 18,788
Intangibles, net 21,042 21,896 22,856
Goodwill 6,027 6,027 6,027
Other assets   1,859     1,880     1,925  
Total Assets $ 355,296   $ 267,610   $ 226,900  
 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 29,070 $ 20,340 $ 20,758
Accrued salaries and benefits 12,754 9,962 6,873
Other accrued liabilities 6,330 5,100 4,894
Deferred income on shipments to distributors   7,749     6,488     3,728  
Total Current Liabilities 55,903 41,890 36,253
 
Long-term restructuring accrual 395 596 548
Other long-term obligations 6,143 6,523 7,265
 
Stockholders' equity:
Capital stock 978,554 952,803 948,371
Accumulated deficit (685,077 ) (733,553 ) (764,966 )
Accumulated other comprehensive loss   (622 )   (649 )   (571 )
Total Stockholders' Equity   292,855     218,601     182,834  
Total Liabilities and Stockholders' Equity $ 355,296   $ 267,610   $ 226,900  
 
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)
           
Non-GAAP financial information is not meant as a substitute for GAAP results, but is included because management believes such information is useful to our investors for informational and comparative purposes. In addition, certain non-GAAP financial information is used internally by management to evaluate and manage the company. As a note, the non-GAAP financial information used by Cirrus Logic may differ from that used by other companies. These non-GAAP measures should be considered in addition to, and not as a substitute for, the results prepared in accordance with GAAP.
 
 
Three Months Ended Six Months Ended
 
Sep. 25, Jun. 26, Sep. 26, Sep. 25, Sep. 26,
  2010     2010     2009     2010     2009  
Net Income Reconciliation Q2'11 Q1'11 Q2'10 Q2'11 Q2'10
GAAP Net Income $ 30,874 $ 17,602 $ 6,764 $ 48,476 $ 6,985
Amortization of acquisition intangibles 353 370 404 723 808
Stock based compensation expense 3,025 1,356 1,383 4,381 2,736
Facility Related adjustments (100 ) 4 - (96 ) (22 )
International sales reorganization charges - 790 - 790 -
Provision for litigation expenses and settlements - 135 - 135 (2,745 )
Restructuring and other costs, net 401 - (165 ) 401 (165 )
Charge from non-marketable securities 500 - - 500 -
Patent purchase agreement, net (4,000 ) - (1,400 ) (4,000 ) (1,400 )
Benefit for income taxes   (2,229 )   -     -     (2,229 )   -  
Non-GAAP Net Income $ 28,824   $ 20,257   $ 6,986   $ 49,081   $ 6,197  
 
Earnings Per Share Reconciliation
GAAP Diluted income per share $ 0.42 $ 0.25 $ 0.10 $ 0.67 $ 0.11
Effect of Amortization of acquisition intangibles - 0.01 0.01 0.01 0.01
Effect of Stock based compensation expense 0.04 0.02 0.02 0.06 0.04
Effect of Facility Related adjustments - - - - -
Effect of International sales reorganization charges - 0.01 - 0.01 -
Effect of Provision for litigation expenses and settlements - - - - (0.04 )
Effect of Restructuring and other costs, net 0.01 - - 0.01 -
Effect of Charge from non-marketable securities 0.01 - - 0.01 -
Effect of Patent purchase agreement, net (0.05 ) - (0.02 ) (0.06 ) (0.02 )
Effect of Benefit for income taxes   (0.03 )   -     -     (0.03 )   -  
Non-GAAP Diluted income per share $ 0.40   $ 0.29   $ 0.11   $ 0.68   $ 0.10  
 
Operating Income Reconciliation
GAAP Operating Income $ 29,057 $ 17,497 $ 6,438 $ 46,554 $ 6,191
GAAP Operating Margin 29 % 21 % 12 % 26 % 7 %
Amortization of acquisition intangibles 353 370 404 723 808
Stock compensation expense - COGS 64 55 43 119 95
Stock compensation expense - R&D 617 521 428 1,138 942
Stock compensation expense - SG&A 2,344 780 912 3,124 1,699
Facility Related adjustments (100 ) 4 - (96 ) (22 )
International sales reorganization charges - 790 - 790 -
Provision for litigation expenses and settlements - 135 - 135 (2,745 )
Restructuring and other costs, net 401 - (165 ) 401 (165 )
Charge from non-marketable securities 500 - - 500 -
Patent purchase agreement, net   (4,000 )   -     (1,400 )   (4,000 )   (1,400 )
Non-GAAP Operating Income $ 29,236   $ 20,152   $ 6,660   $ 49,388   $ 5,403  
Non-GAAP Operating Margin 29 % 25 % 12 % 27 % 6 %
 
Operating Expense Reconciliation
GAAP Operating Expenses $ 27,723 $ 29,238 $ 22,536 $ 56,961 $ 42,370
Amortization of acquisition intangibles (353 ) (370 ) (404 ) (723 ) (808 )
Stock compensation expense - R&D (617 ) (521 ) (428 ) (1,138 ) (942 )
Stock compensation expense - SG&A (2,344 ) (780 ) (912 ) (3,124 ) (1,699 )
Facility Related adjustments 100 (4 ) - 96 22
International sales reorganization charges - (790 ) - (790 ) -
Provision for litigation expenses and settlements - (135 ) - (135 ) 2,745
Restructuring and other costs, net (401 ) - 165 (401 ) 165
Charge from non-marketable securities (500 ) - - (500 ) -
Patent purchase agreement, net   4,000     -     1,400     4,000     1,400  
Non-GAAP Operating Expenses $ 27,608   $ 26,638   $ 22,357   $ 54,246   $ 43,253  
 

CONTACT:
Cirrus Logic, Inc.
Thurman K. Case, 512-851-4125
Chief Financial Officer
Investor.Relations@cirrus.com

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