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):          February 5, 2018

    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.)

800 W. 6th Street, Austin, TX	78701
(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))

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 [  ]

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. [  ]

Item 2.02     Results of Operations and Financial Condition.

On February 5, 2018, the Company issued a press release announcing its results for its third quarter and first nine months of fiscal year 2018.  The full text of the press release is furnished as Exhibit No. 99.1 to this Current Report on Form 8-K.  

Item 7.01     Regulation FD.

On February 5, 2018, in addition to issuing a press release, the Company posted on its website a shareholder letter to investors summarizing the financial results for its third quarter and first nine months of fiscal year 2018.  The full text of the shareholder letter is furnished as Exhibit No. 99.2 to this Current Report on Form 8-K.

Item 8.01     Other Events.

In January 2018, the Company announced that the Cirrus Logic Board of Directors authorized a share repurchase program of up to $200 million of the company’s common stock.  The repurchases will be funded from working capital and anticipated cash from operations and may occur from time to time depending on a variety of factors including general market and economic conditions and other corporate considerations.  The share repurchase program is designed to comply with all applicable securities laws, and may be suspended or discontinued at any time without notice.

A copy of the press release announcing the share repurchase program is attached to this Form 8-K as Exhibit 99.1.

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 net income, diluted earnings per share, operating income, operating expenses, gross margins, tax expenses and tax expense impact on earnings per share.  A reconciliation of the adjustments to GAAP results is included in the tables to the press release furnished as Exhibit 99.1 to this Current Report on Form 8-K.  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.  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.

The information contained in Items 2.02, 7.01, and 9.01 in this Current Report on Form 8-K and the exhibits furnished hereto contain forward-looking statements regarding the Company and cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.  In addition, this information 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.

Item 9.01     Financial Statements and Exhibits.

(d)     Exhibits
Exhibit	Description
Exhibit 99.1	Cirrus Logic, Inc. press release dated February 5, 2018
Exhibit 99.2	Cirrus Logic, Inc. shareholder letter dated February 5, 2018

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: February 5, 2018	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 February 5, 2018
99.2	Cirrus Logic, Inc. shareholder letter dated February 5, 2018

EX-99.1

Exhibit 99.1

Cirrus Logic Reports Q3 FY18 Revenue of $482.7 Million

Company Announces a $200 Million Share Repurchase Program

AUSTIN, Texas--(BUSINESS WIRE)--February 5, 2018--Cirrus Logic, Inc. (Nasdaq:CRUS), a leader in high performance, low-power ICs for audio and voice signal processing applications, today posted on its website at http://investor.cirrus.com the quarterly Shareholder Letter that contains the complete financial results for the third quarter fiscal year 2018, which ended Dec. 30, 2017, as well as the company’s current business outlook.

“Unanticipated weakness in smartphone demand that materialized in late December drove our Q3 results below expectations and further impacted our Q4 guidance,” said Jason Rhode, president and chief executive officer. “Despite these near-term challenges, our design position remains strong at our top customers and our wide range of new and existing products are expected to drive exciting opportunities in audio and voice applications across the smartphone, digital headset and smart home markets over the next several years.”

Reported Financial Results – Third Quarter FY18

• Revenue of $482.7 million;
• GAAP and non-GAAP gross margin of 48.7 percent and 48.8 percent, respectively;
• GAAP operating expenses of $131.6 million and non-GAAP operating expenses of $107.9 million; and
• GAAP diluted earnings per share of $0.52 and non-GAAP diluted earnings per share of $1.59.
• Results include an additional week as approximately every 6 years our financial results are comprised of 53 weeks versus the typical 52 weeks.

A reconciliation of the non-GAAP charges is included in the tables accompanying this press release.

Business Outlook – Fourth Quarter FY18

• Revenue is expected to range between $300 million and $340 million;
• GAAP gross margin is expected to be between 48 percent and 50 percent; and
• Combined GAAP R&D and SG&A expenses are expected to range between $130 million and $136 million, which includes approximately $13 million in share-based compensation and $13 million in amortization of acquired intangibles.

Share Repurchase Authorization

The company also announced that its Board of Directors authorized the repurchase of up to an additional $200 million of the company's common stock, in addition to the $60.2 million remaining from the Board’s previous share repurchase authorization in October 2015. The repurchases will be funded from working capital and anticipated cash from operations and may occur from time to time depending on a variety of factors, including general market and economic conditions and other corporate considerations. The share repurchase program is designed to comply with all applicable securities laws and may be suspended or discontinued at any time without notice.

Cirrus Logic will host a live Q&A session at 5 p.m. EST today to answer questions related to its financial results and business outlook. Participants may listen to the conference call on the Cirrus Logic website. Participants who would like to submit a question to be addressed during the call are requested to email investor.relations@cirrus.com. A replay of the webcast can be accessed on the Cirrus Logic website approximately two hours following its completion, or by calling (416) 621-4642, or toll-free at (800) 585-8367 (Access Code: 3179607).

Cirrus Logic, Inc.

Cirrus Logic is a leader in high performance, low-power ICs for audio and voice signal processing applications. Cirrus Logic’s products span the entire audio signal chain, from capture to playback, providing innovative products for the world’s top smartphones, tablets, digital headsets, wearables and emerging smart home applications. With headquarters in Austin, Texas, Cirrus Logic is recognized globally for its award-winning corporate culture. Check us out at www.cirrus.com.

Cirrus Logic and Cirrus are registered trademarks of Cirrus Logic, Inc. All other company or product names noted herein may be trademarks of their respective holders.

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 net income, diluted earnings per share, operating income, operating expenses, gross margin, tax expense and tax expense impact on 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. 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 statements about our future opportunities and estimates for the fourth quarter fiscal year 2018 revenue, gross margin, combined research and development and selling, general and administrative expense levels, share-based compensation expense and amortization of acquired intangibles. 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 fourth quarter of fiscal year 2018, customer cancellations of orders, or the failure to place orders consistent with forecasts, along with the timing and success of new product ramps; and the risk factors listed in our Form 10-K for the year ended March 25, 2017 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.

Summary financial data follows:

CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
(unaudited)
(in thousands, except per share data)
	Three Months Ended									Nine Months Ended
	Dec. 30,			Sep. 23,			Dec. 24,			Dec. 30,			Dec. 24,
	2017			2017			2016			2017			2016
	Q3'18			Q2'18			Q3'17			Q3'18			Q3'17
Portable audio products	$	438,650		$	381,761		$	483,712		$	1,101,099		$	1,083,190
Non-portable audio and other products		44,091			43,776			39,317			127,914			127,886
Net sales		482,741			425,537			523,029			1,229,013			1,211,076
Cost of sales		247,653			214,255			267,877			620,927			617,540
Gross profit		235,088			211,282			255,152			608,086			593,536
Gross margin		48.7	%		49.7	%		48.8	%		49.5	%		49.0	%
Research and development		96,978			90,353			76,079			270,888			225,686
Selling, general and administrative		34,604			30,041			32,884			95,504			95,513
Total operating expenses		131,582			120,394			108,963			366,392			321,199
Income from operations		103,506			90,888			146,189			241,694			272,337
Interest income (expense), net		912			725			(350	)		2,231			(2,042	)
Other income (expense), net		322			(1,116	)		(47	)		(813	)		(161	)
Income before income taxes		104,740			90,497			145,792			243,112			270,134
Provision for income taxes		70,961			17,197			23,751			93,121			43,983
Net income	$	33,779		$	73,300		$	122,041		$	149,991		$	226,151
Basic earnings per share:	$	0.53		$	1.16		$	1.91		$	2.36		$	3.59
Diluted earnings per share:	$	0.52		$	1.10		$	1.83		$	2.26		$	3.41
Weighted average number of shares:
Basic		63,453			63,431			63,837			63,655			63,025
Diluted		65,557			66,360			66,748			66,377			66,378
Prepared in accordance with Generally Accepted Accounting Principles

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									Nine Months Ended
	Dec. 30,			Sep. 23,			Dec. 24,			Dec. 30,			Dec. 24,
	2017			2017			2016			2017			2016
Net Income Reconciliation	Q3'18			Q2'18			Q3'17			Q3'18			Q3'17
GAAP Net Income	$	33,779		$	73,300		$	122,041		$	149,991		$	226,151
Amortization of acquisition intangibles		11,600			11,600			8,308			34,800			24,997
Stock based compensation expense		12,512			12,292			9,471			36,207			28,706
Acquisition-related items		-			-			-			(4,048	)		(3,566	)
Adjustment to income taxes		46,273			(7,260	)		(15,094	)		31,756			(34,191	)
Non-GAAP Net Income	$	104,164		$	89,932		$	124,726		$	248,706		$	242,097
Earnings Per Share Reconciliation
GAAP Diluted earnings per share	$	0.52		$	1.10		$	1.83		$	2.26		$	3.41
Effect of Amortization of acquisition intangibles		0.18			0.18			0.13			0.52			0.38
Effect of Stock based compensation expense		0.19			0.19			0.14			0.55			0.43
Effect of Acquisition-related items		-			-			-			(0.06	)		(0.05	)
Effect of Adjustment to income taxes		0.70			(0.11	)		(0.23	)		0.48			(0.52	)
Non-GAAP Diluted earnings per share	$	1.59		$	1.36		$	1.87		$	3.75		$	3.65
Operating Income Reconciliation
GAAP Operating Income	$	103,506		$	90,888		$	146,189		$	241,694		$	272,337
GAAP Operating Profit		21	%		21	%		28	%		20	%		22	%
Amortization of acquisition intangibles		11,600			11,600			8,308			34,800			24,997
Stock compensation expense - COGS		386			328			282			1,052			747
Stock compensation expense - R&D		6,995			6,034			5,078			19,289			15,199
Stock compensation expense - SG&A		5,131			5,930			4,111			15,866			12,760
Acquisition-related items		-			-			-			(4,048	)		(3,566	)
Non-GAAP Operating Income	$	127,618		$	114,780		$	163,968		$	308,653		$	322,474
Non-GAAP Operating Profit		26	%		27	%		31	%		25	%		27	%
Operating Expense Reconciliation
GAAP Operating Expenses	$	131,582		$	120,394		$	108,963		$	366,392		$	321,199
Amortization of acquisition intangibles		(11,600	)		(11,600	)		(8,308	)		(34,800	)		(24,997	)
Stock compensation expense - R&D		(6,995	)		(6,034	)		(5,078	)		(19,289	)		(15,199	)
Stock compensation expense - SG&A		(5,131	)		(5,930	)		(4,111	)		(15,866	)		(12,760	)
Acquisition-related items		-			-			-			4,048			3,566
Non-GAAP Operating Expenses	$	107,856		$	96,830		$	91,466		$	300,485		$	271,809
Gross Margin/Profit Reconciliation
GAAP Gross Profit	$	235,088		$	211,282		$	255,152		$	608,086		$	593,536
GAAP Gross Margin		48.7	%		49.7	%		48.8	%		49.5	%		49.0	%
Stock compensation expense - COGS		386			328			282			1,052			747
Non-GAAP Gross Profit	$	235,474		$	211,610		$	255,434		$	609,138		$	594,283
Non-GAAP Gross Margin		48.8	%		49.7	%		48.8	%		49.6	%		49.1	%
Effective Tax Rate Reconciliation
GAAP Tax Expense	$	70,961		$	17,197		$	23,751		$	93,121		$	43,983
GAAP Effective Tax Rate		67.7	%		19.0	%		16.3	%		38.3	%		16.3	%
Adjustments to income taxes		(46,273	)		7,260			15,094			(31,756	)		34,191
Non-GAAP Tax Expense	$	24,688		$	24,457		$	38,845		$	61,365		$	78,174
Non-GAAP Effective Tax Rate		19.2	%		21.4	%		23.7	%		19.8	%		24.4	%
Tax Impact to EPS Reconciliation
GAAP Tax Expense	$	1.08		$	0.26		$	0.36		$	1.40		$	0.66
Adjustments to income taxes		(0.71	)		0.11			0.23			(0.48	)		0.52
Non-GAAP Tax Expense	$	0.37		$	0.37		$	0.59		$	0.92		$	1.18
Free Cash Flow Reconciliation
GAAP Cash Flow from Operations	$	132,314		$	84,525		$	208,046		$	213,023		$	244,893
Capital Expenditures		(14,296	)		(16,079	)		(11,438	)		(41,663	)		(35,300	)
Non-GAAP Free Cash Flow	$	118,018		$	68,446		$	196,608		$	171,360		$	209,593

CONSOLIDATED CONDENSED BALANCE SHEET
unaudited; in thousands
	Dec. 30,			Mar. 25,			Dec. 24,
	2017			2017			2016
ASSETS
Current assets
Cash and cash equivalents	$	226,640		$	351,166		$	310,375
Marketable securities		12,822			99,813			72,342
Accounts receivable, net		217,619			119,974			246,630
Inventories		192,967			167,895			154,128
Other current assets		29,445			37,080			41,747
Total current Assets		679,493			775,928			825,222
Long-term marketable securities		173,717			-			-
Property and equipment, net		187,143			168,139			167,933
Intangibles, net		126,183			135,188			144,005
Goodwill		288,481			286,767			287,518
Deferred tax asset		16,467			32,841			34,737
Other assets		21,841			14,607			13,990
Total assets	$	1,493,325		$	1,413,470		$	1,473,405
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	116,274		$	73,811		$	154,930
Accrued salaries and benefits		29,543			40,190			33,122
Other accrued liabilities		29,903			30,074			24,687
Total current liabilities		175,720			144,075			212,739
Long-term debt		-			60,000			100,000
Other long-term liabilities		106,239			57,703			56,631
Stockholders' equity:
Capital stock		1,301,800			1,259,279			1,247,191
Accumulated deficit		(92,402	)		(107,014	)		(141,027	)
Accumulated other comprehensive income (loss)		1,968			(573	)		(2,129	)
Total stockholders' equity		1,211,366			1,151,692			1,104,035
Total liabilities and stockholders' equity	$	1,493,325		$	1,413,470		$	1,473,405
Prepared in accordance with Generally Accepted Accounting Principles

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

EX-99.2

Exhibit 99.2