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): July
21, 2011
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 July 21, 2011, the Company issued a press release announcing its first quarter fiscal year 2012 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 operating expenses, net income, operating margin and 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 |
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Exhibit |
Description |
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Exhibit 99.1 | Cirrus Logic, Inc. press release dated July 21, 2011 |
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. |
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Date: | July 21, 2011 | By: |
/s/ Thurman K. Case |
||
Name: |
Thurman K. Case |
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Title: |
Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. |
Description |
99.1 | Registrant’s press release dated July 21, 2011. |
Exhibit 99.1
Cirrus Logic Reports Fiscal First Quarter Revenue of $92.2 Million
Expects Second Quarter Revenue of $101 Million to $105 Million
AUSTIN, Texas--(BUSINESS WIRE)--July 21, 2011--Cirrus Logic, Inc. (Nasdaq: CRUS), a leader in high-precision analog and digital signal processing components, today announced financial results for the first quarter of fiscal year 2012, which ended June 25, 2011.
Revenue for the quarter was $92.2 million, up 13 percent compared to $81.9 million in the same quarter a year ago, and up slightly from $91.4 million in the previous quarter.
Gross margin for the quarter was 52 percent, compared to 57 percent in the quarter a year ago, and 50 percent in the previous quarter. The year-over-year decrease was primarily driven by the residual impact of the production issue the company disclosed on April 14, 2011. The company expects the effect of this production issue to be fully resolved during the second fiscal quarter.
Total GAAP operating expenses for the quarter were $33.4 million, compared to $32.4 million in the previous quarter. Non-GAAP operating expenses for the quarter were $30.7 million, compared to $29.7 million in the previous quarter.
GAAP operating margin was 16 percent for the June quarter, while non-GAAP operating margin was 19 percent.
GAAP net income for the quarter was $9.2 million, or $0.13 per share, based on 70.4 million average diluted shares outstanding. Non-GAAP net income for the quarter was $17.0 million, or $0.24 per diluted share. A reconciliation of the non-GAAP charges is included in a table below.
“Q1 marks a great first quarter in what we expect to be an outstanding year for Cirrus Logic, highlighted by both year-over-year and sequential growth in our audio business,” said Jason Rhode, president and chief executive officer, Cirrus Logic. “With meaningful new product introductions from multiple customers coming later this year, we believe that fiscal year 2012 will be successful both financially and strategically as new products in both our Audio and Energy product lines continue to be well received by key customers.”
Outlook for Second Quarter FY 2012 (ending September 24, 2011):
Other Highlights and Company News
Conference Call
Cirrus Logic management will hold a conference call to discuss the company’s results for the first quarter of fiscal year 2012, on July 21, at 10:30 a.m. EDT. The conference call will be simulcast over the Internet in the Investor Relations section of the company website at http://investor.cirrus.com. A replay of the conference call will be available on the website listed above beginning one hour following the completion of the call, or by calling (303) 590-3030, or toll-free at (800) 406-7325 (Access Code: 4455476).
Shareholders who would like to submit a question to be addressed during the call are requested to email 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 operating expenses, net income, operating margin and 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 second quarter fiscal year 2012 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: the level of orders and shipments during the second quarter of fiscal year 2012, as well as customer cancellations of orders, or the failure to place orders consistent with forecasts; the loss of a key customer; and the risk factors listed in our Form 10-K for the year ended March 26, 2011, 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
CIRRUS LOGIC, INC. | |||||||||||
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS | |||||||||||
(unaudited) | |||||||||||
(in thousands, except per share data) | |||||||||||
Three Months Ended | |||||||||||
Jun. 25, | Mar. 26, | Jun. 26, | |||||||||
2011 | 2011 | 2010 | |||||||||
Q1'12 | Q4'11 | Q1'11 | |||||||||
Audio products | $ | 71,119 | $ | 66,965 | $ | 53,988 | |||||
Energy products | 21,123 | 24,468 | 27,927 | ||||||||
Net revenue | 92,242 | 91,433 | 81,915 | ||||||||
Cost of sales | 44,533 | 45,415 | 35,180 | ||||||||
Gross Profit | 47,709 | 46,018 | 46,735 | ||||||||
Research and development | 18,767 | 17,044 | 15,092 | ||||||||
Selling, general and administrative | 14,606 | 15,252 | 14,011 | ||||||||
Provision for litigation expenses | - | 57 | 135 | ||||||||
Total operating expenses | 33,373 | 32,353 | 29,238 | ||||||||
Operating income | 14,336 | 13,665 | 17,497 | ||||||||
Interest income, net | 154 | 187 | 228 | ||||||||
Other income (expense), net | (17 | ) | 40 | 32 | |||||||
Income before income taxes | 14,473 | 13,892 | 17,757 | ||||||||
Provision (benefit) for income taxes | 5,295 | (116,514 | ) | 155 | |||||||
Net income | $ | 9,178 | $ | 130,406 | $ | 17,602 | |||||
Basic income per share: | $ | 0.14 | $ | 1.91 | $ | 0.26 | |||||
Diluted income per share: | $ | 0.13 | $ | 1.80 | $ | 0.25 | |||||
Weighted average number of shares: | |||||||||||
Basic | 67,099 | 68,164 | 66,639 | ||||||||
Diluted | 70,445 | 72,344 | 70,755 | ||||||||
Prepared in accordance with Generally Accepted Accounting Principles |
CIRRUS LOGIC, INC. | |||||||||||||
CONSOLIDATED CONDENSED BALANCE SHEET | |||||||||||||
(in thousands) | |||||||||||||
Jun. 25, | Mar. 26, | Jun. 26, | |||||||||||
2011 | 2011 | 2010 | |||||||||||
ASSETS | |||||||||||||
Current assets | |||||||||||||
Cash and cash equivalents | $ | 41,490 | $ | 37,039 | $ | 46,158 | |||||||
Restricted investments | 5,755 | 5,786 | 6,355 | ||||||||||
Marketable securities | 107,016 | 159,528 | 96,148 | ||||||||||
Accounts receivable, net | 41,967 | 39,098 | 34,536 | ||||||||||
Inventories | 46,851 | 40,497 | 42,415 | ||||||||||
Other current assets | 38,842 | 37,522 | 18,656 | ||||||||||
Total Current Assets |
281,921 | 319,470 | 244,268 | ||||||||||
Long-term marketable securities | 1,334 | 12,702 | 13,008 | ||||||||||
Property and equipment, net | 42,465 | 34,563 | 21,306 | ||||||||||
Intangibles, net | 19,505 | 20,125 | 21,402 | ||||||||||
Goodwill | 6,027 | 6,027 | 6,027 | ||||||||||
Deferred tax asset | 97,152 | 102,136 | 337 | ||||||||||
Other assets | 8,566 | 1,598 | 1,529 | ||||||||||
Total Assets | $ | 456,970 | $ | 496,621 | $ | 307,877 | |||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||||
Current liabilities | |||||||||||||
Accounts payable | $ | 31,063 | $ | 27,639 | $ | 28,088 | |||||||
Accrued salaries and benefits | 8,120 | 12,402 | 8,685 | ||||||||||
Other accrued liabilities | 7,505 | 5,169 | 5,845 | ||||||||||
Deferred income | 9,745 | 6,844 | 8,561 | ||||||||||
Total Current Liabilities | 56,433 | 52,054 | 51,179 | ||||||||||
Long-term restructuring accrual | 45 | 113 | 497 | ||||||||||
Other long-term obligations | 6,621 | 6,075 | 6,487 | ||||||||||
Stockholders' equity: | |||||||||||||
Capital stock | 994,746 | 991,947 | 966,414 | ||||||||||
Accumulated deficit | (600,126 | ) | (552,814 | ) | (715,951 | ) | |||||||
Accumulated other comprehensive loss | (749 | ) | (754 | ) | (749 | ) | |||||||
Total Stockholders' Equity | 393,871 | 438,379 | 249,714 | ||||||||||
Total Liabilities and Stockholders' Equity | $ | 456,970 | $ | 496,621 | $ | 307,877 | |||||||
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 | ||||||||||||
Jun. 25, | Mar. 26, | Jun. 26, | ||||||||||
2011 | 2011 | 2010 | ||||||||||
Net Income Reconciliation | Q1'12 | Q4'11 | Q1'11 | |||||||||
GAAP Net Income | $ | 9,178 | $ | 130,406 | $ | 17,602 | ||||||
Amortization of acquisition intangibles | 353 | 353 | 370 | |||||||||
Stock based compensation expense | 2,442 | 2,294 | 1,356 | |||||||||
Facility Related adjustments | - | - | 4 | |||||||||
International sales reorganization charges | - | - | 790 | |||||||||
Provision for litigation expenses and settlements | - | 57 | 135 | |||||||||
Provision (benefit) for income taxes | 4,984 | (117,078 | ) | - | ||||||||
Non-GAAP Net Income | $ | 16,957 | $ | 16,032 | $ | 20,257 | ||||||
Earnings Per Share Reconciliation | ||||||||||||
GAAP Diluted income per share | $ | 0.13 | $ | 1.80 | $ | 0.25 | ||||||
Effect of Amortization of acquisition intangibles | 0.01 | - | 0.01 | |||||||||
Effect of Stock based compensation expense | 0.03 | 0.03 | 0.02 | |||||||||
Effect of Facility Related adjustments | - | - | - | |||||||||
Effect of International sales reorganization charges | - | - | 0.01 | |||||||||
Effect of Provision (benefit) for income taxes | 0.07 | (1.61 | ) | - | ||||||||
Non-GAAP Diluted income per share | $ | 0.24 | $ | 0.22 | $ | 0.29 | ||||||
Operating Income Reconciliation | ||||||||||||
GAAP Operating Income | $ | 14,336 | $ | 13,665 | $ | 17,497 | ||||||
GAAP Operating Margin | 16 | % | 15 | % | 21 | % | ||||||
Amortization of acquisition intangibles | 353 | 353 | 370 | |||||||||
Stock compensation expense - COGS | 89 | 78 | 55 | |||||||||
Stock compensation expense - R&D | 1,043 | 924 | 521 | |||||||||
Stock compensation expense - SG&A | 1,310 | 1,292 | 780 | |||||||||
Facility Related adjustments | - | - | 4 | |||||||||
International sales reorganization charges | - | - | 790 | |||||||||
Provision for litigation expenses and settlements | - | 57 | 135 | |||||||||
Non-GAAP Operating Income | $ | 17,131 | $ | 16,369 | $ | 20,152 | ||||||
Non-GAAP Operating Margin | 19 | % | 18 | % | 25 | % | ||||||
Operating Expense Reconciliation | ||||||||||||
GAAP Operating Expenses | $ | 33,373 | $ | 32,353 | $ | 29,238 | ||||||
Amortization of acquisition intangibles | (353 | ) | (353 | ) | (370 | ) | ||||||
Stock compensation expense - R&D | (1,043 | ) | (924 | ) | (521 | ) | ||||||
Stock compensation expense - SG&A | (1,310 | ) | (1,292 | ) | (780 | ) | ||||||
Facility Related adjustments | - | - | (4 | ) | ||||||||
International sales reorganization charges | - | - | (790 | ) | ||||||||
Provision for litigation expenses and settlements | - | (57 | ) | (135 | ) | |||||||
Non-GAAP Operating Expenses | $ | 30,667 | $ | 29,727 | $ | 26,638 |
CONTACT:
Cirrus Logic, Inc.
Thurman K. Case, 512-851-4125
Chief
Financial Officer
Investor.Relations@cirrus.com