UNITED STATES

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): August 2, 2022

CIRRUS LOGIC, INC.

(Exact name of Registrant as specified in its charter)

Delaware	000-17795	77-0024818
(State or Other Jurisdiction<br><br> <br>of Incorporation)	(Commission File<br><br> <br>Number)	(IRS Employer<br><br> <br>Identification No.)
800 W. 6th Street,<br> Austin, Texas	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $0.001 par value	CRUS	The NASDAQ Stock Market LLC

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 August 2, 2022, Cirrus Logic, Inc. (“Cirrus Logic” or the “Company”) issued a press release announcing its financial results for its first quarter of fiscal year 2023. 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 Disclosure.

On August 2, 2022, in addition to issuing a press release, the Company posted on its website a shareholder letter to investors summarizing the financial results for its first quarter of fiscal year 2023. 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.

The Company announced that the Cirrus Logic Board of Directors authorized the repurchase of up to $500 million of the company’s common stock, in addition to the $136.1 million remaining from the Board’s previous share repurchase authorization in January 2021. 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 the market price of the company's shares, general market and economic conditions and other corporate considerations. The Company intends to conduct the share repurchase program in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended, and the share repurchase program is designed to comply with all applicable securities laws. The share repurchase program 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 and profit, operating expenses, gross margin and profit, tax expense, tax expense impact on earnings per share, effective tax rate, free cash flow and free cash flow margin. A reconciliation of the adjustments to GAAP results is included in the press release 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.

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 August 2, 2022
Exhibit 99.2	Cirrus Logic, Inc. shareholder letter dated August 2, 2022
Exhibit 104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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: August 2, 2022	By:	/s/ Venk Nathamuni
		Name: Venk Nathamuni
		Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Registrant’s press release dated August 2, 2022
99.2	Cirrus Logic, Inc. shareholder letter August 2, 2022
104	Cover Page Interactive Data File (formatted as Inline XBRL and<br> contained in Exhibit 101)

Exhibit 99.1

Cirrus Logic Reports First Quarter Revenue of $393.6 Million

Company Announces $500 Million Share Repurchase Program

AUSTIN, Texas--(BUSINESS WIRE)--August 2, 2022--Cirrus Logic, Inc. (Nasdaq: CRUS) **** today posted on its website at investor.cirrus.com the quarterly Shareholder Letter that contains the complete financial results for the first quarter fiscal year 2023, which ended June 25, 2022, as well as the company’s current business outlook.

“Cirrus Logic delivered record revenue for the June quarter, above the high end of guidance, as component shipments into smartphones exceeded expectations, and we continued to benefit from strong demand for flagship devices,” said John Forsyth, Cirrus Logic president and chief executive officer. “We remain focused on delivering long-term growth through our investment in new technologies and high-performance mixed-signal products. With a compelling pipeline of low-power, low-latency signal processing components, we believe the company is well-positioned to drive content expansion opportunities in FY24 and beyond.”

Reported Financial Results – First Quarter FY23

Revenue of $393.6 million;
GAAP and non-GAAP gross margin of 51.5 percent;
GAAP operating expenses of $148.4 million and non-GAAP operating expenses of $119.5 million; and
GAAP earnings per share of $0.69 and non-GAAP earnings per share of $1.12.

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

Business Outlook – Second Quarter FY23

Revenue is expected to range between $450 million and $490 million;
GAAP gross margin is forecasted to be between 49 percent and 51 percent; and
Combined GAAP R&D and SG&A expenses are anticipated to range between $154 million and $160 million, including approximately $20 million in stock-based compensation expense, $8 million in amortization of acquired intangibles, and $3 million in acquisition-related costs.

Share Repurchase Authorization

The company also announced that its Board of Directors recently authorized the repurchase of up to an additional $500 million of the company's common stock, in addition to the $136.1 million remaining from the Board’s previous share repurchase authorization in January 2021. The repurchases will be funded from working capital and anticipated cash flow 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. Repurchases may also be affected through open market purchases, 10b5-1 plans, or other means. 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. EDT today to discuss its financial results and business outlook. Participants may listen to the conference call on the investor relations website at investor.cirrus.com. A replay of the webcast can be accessed on the Cirrus Logic website approximately two hours following its completion, or by calling (647) 362-9199, or toll-free at (800) 770-2030 (Access Code: 9542479).

Cirrus Logic, Inc.

Cirrus Logic is a leader in low-power, high-precision mixed-signal processing solutions that create innovative user experiences for the world’s top mobile and consumer applications. With headquarters in Austin, Texas, Cirrus Logic is recognized globally for its award-winning corporate culture.

Cirrus Logic, Cirrus and the Cirrus Logic logo 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, the company has provided non-GAAP financial information, including non-GAAP net income, diluted earnings per share, operating income and profit, operating expenses, gross margin and profit, tax expense, tax expense impact on earnings per share, effective tax rate, free cash flow, and free cash flow margin. 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 ability to deliver long-term growth through investment in new technologies and high-performance mixed-signal products, drive content expansion opportunities in FY24 and beyond, and our estimates for the second quarter fiscal year 2023 revenue, gross margin, combined research and development and selling, general and administrative expense levels, stock compensation expense, amortization of acquired intangibles and acquisition-related costs. 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, and readers should not place undue reliance on such statements. These risks and uncertainties include, but are not limited to, the following: the effects of the global COVID-19 outbreak and the measures taken to limit the spread of COVID-19, including any disruptions to our business that could result from measures to contain the outbreak that may be taken by governmental authorities in the jurisdictions in which we and our supply chain operate; the susceptibility of the markets we address to economic downturns, including as a result of the COVID-19 outbreak and the actions taken to mitigate the spread of COVID-19; increased industry-wide capacity constraints that may impact our ability to meet current customer demand, which could cause an unanticipated decline in our sales and damage our existing customer relationships and our ability to establish new customer relationships; the potential for increased prices due to capacity constraints in our supply chain, which, if we are unable to increase our selling price to our customers, could result in lower revenues and margins that could adversely affect our financial results; recent significant increases in inflation in the U.S. and overseas; the level and timing of orders and shipments during the second quarter of fiscal year 2023, customer cancellations of orders, or the failure to place orders consistent with forecasts, along with the risk factors listed in our Form 10-K for the year ended March 26, 2022 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 expressly disclaim any 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
(in thousands, except per share data; unaudited)
	Three Months Ended
	Jun. 25,			Mar. 26,			Jun. 26,
	2022			2022			2021
	Q1'23			Q4'22			Q1'22
Audio	$	254,496		$	327,099		$	217,355
High-Performance Mixed-Signal		139,143			162,873			59,898
Net sales		393,639			489,972			277,253
Cost of sales		191,005			231,243			137,307
Gross profit		202,634			258,729			139,946
Gross margin		51.5	%		52.8	%		50.5	%
Research and development		109,716			111,394			85,696
Selling, general and administrative		38,642			39,470			35,147
Total operating expenses		148,358			150,864			120,843
Income from operations		54,276			107,865			19,103
Interest income (expense)		305			(103	)		761
Other income (expense)		506			180			(242	)
Income before income taxes		55,087			107,942			19,622
Provision for income taxes		15,380			11,528			2,413
Net income	$	39,707		$	96,414		$	17,209
Basic earnings per share:	$	0.71		$	1.69		$	0.30
Diluted earnings per share:	$	0.69		$	1.64		$	0.29
Weighted average number of shares:
Basic		56,277			56,993			57,582
Diluted		57,804			58,625			59,513
Prepared in accordance with Generally Accepted Accounting Principles

RECONCILIATION BETWEEN GAAP AND NON-GAAP FINANCIAL INFORMATION
(in thousands, except per share data; unaudited)
(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,
	2022			2022			2021
Net Income Reconciliation	Q1'23			Q4'22			Q1'22
GAAP Net Income	$	39,707		$	96,414		$	17,209
Amortization of acquisition intangibles		7,835			7,882			2,998
Stock-based compensation expense		18,138			17,024			14,984
Acquisition-related costs		3,164			3,164			-
Adjustment to income taxes		(4,300	)		(6,778	)		(2,949	)
Non-GAAP Net Income	$	64,544		$	117,706		$	32,242
Earnings Per Share Reconciliation
GAAP Diluted earnings per share	$	0.69		$	1.64		$	0.29
Effect of Amortization of acquisition intangibles		0.14			0.14			0.05
Effect of Stock-based compensation expense		0.31			0.29			0.25
Effect of Acquisition-related costs		0.05			0.05			-
Effect of Adjustment to income taxes		(0.07	)		(0.11	)		(0.05	)
Non-GAAP Diluted earnings per share	$	1.12		$	2.01		$	0.54
Operating Income Reconciliation
GAAP Operating Income	$	54,276		$	107,865		$	19,103
GAAP Operating Profit		13.8	%		22.0	%		6.9	%
Amortization of acquisition intangibles		7,835			7,882			2,998
Stock-based compensation expense - COGS		277			261			246
Stock-based compensation expense - R&D		12,592			11,786			9,612
Stock-based compensation expense - SG&A		5,269			4,977			5,126
Acquisition-related costs		3,164			3,164			-
Non-GAAP Operating Income	$	83,413		$	135,935		$	37,085
Non-GAAP Operating Profit		21.2	%		27.7	%		13.4	%
Operating Expense Reconciliation
GAAP Operating Expenses	$	148,358		$	150,864		$	120,843
Amortization of acquisition intangibles		(7,835	)		(7,882	)		(2,998	)
Stock-based compensation expense - R&D		(12,592	)		(11,786	)		(9,612	)
Stock-based compensation expense - SG&A		(5,269	)		(4,977	)		(5,126	)
Acquisition-related costs		(3,164	)		(3,164	)		-
Non-GAAP Operating Expenses	$	119,498		$	123,055		$	103,107
Gross Margin/Profit Reconciliation
GAAP Gross Profit	$	202,634		$	258,729		$	139,946
GAAP Gross Margin		51.5	%		52.8	%		50.5	%
Stock-based compensation expense - COGS		277			261			246
Non-GAAP Gross Profit	$	202,911		$	258,990		$	140,192
Non-GAAP Gross Margin		51.5	%		52.9	%		50.6	%
Effective Tax Rate Reconciliation
GAAP Tax Expense	$	15,380		$	11,528		$	2,413
GAAP Effective Tax Rate		27.9	%		10.7	%		12.3	%
Adjustments to income taxes		4,300			6,778			2,949
Non-GAAP Tax Expense	$	19,680		$	18,306		$	5,362
Non-GAAP Effective Tax Rate		23.4	%		13.5	%		14.3	%
Tax Impact to EPS Reconciliation
GAAP Tax Expense	$	0.27		$	0.20		$	0.04
Adjustments to income taxes		0.07			0.11			0.05
Non-GAAP Tax Expense	$	0.34		$	0.31		$	0.09

CONSOLIDATED CONDENSED BALANCE SHEET
(in thousands; unaudited)
		Jun. 25,			Mar. 26,			Jun. 26,
		2022			2022			2021
ASSETS
Current assets
	Cash and cash equivalents	$	379,335		$	369,814		$	385,127
	Marketable securities		18,397			10,601			60,503
	Accounts receivable, net		206,272			240,264			136,534
	Inventories		174,370			138,436			192,722
	Other current assets		82,634			80,900			64,458
	Total current Assets		861,008			840,015			839,344
Long-term marketable securities			55,965			63,749			311,643
Right-of-use lease assets			168,680			171,003			131,446
Property and equipment, net			157,165			157,077			158,451
Intangibles, net			149,984			158,145			18,429
Goodwill			435,936			435,791			287,518
Deferred tax asset			16,928			11,068			19,482
Long-term prepaid wafers			195,000			195,000			-
Other assets			65,236			91,552			47,693
	Total assets	$	2,105,902		$	2,123,400		$	1,814,006
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
	Accounts payable	$	121,451		$	115,417		$	95,232
	Accrued salaries and benefits		41,026			65,261			37,220
	Lease liability		13,988			14,680			14,662
	Acquisition-related liabilities		30,964			30,964			-
	Other accrued liabilities		45,167			38,461			39,387
	Total current liabilities		252,596			264,783			186,501
Non-current lease liability			159,344			163,162			126,442
Non-current income taxes			73,735			73,383			64,245
Long-term acquisition-related liabilities			11,856			8,692			-
Other long-term liabilities			9,184			13,563			30,087
Stockholders' equity:
	Capital stock		1,596,684			1,578,427			1,514,549
	Accumulated earnings (deficit)		5,894			23,435			(109,754	)
	Accumulated other comprehensive income (loss)		(3,391	)		(2,045	)		1,936
	Total stockholders' equity		1,599,187			1,599,817			1,406,731
	Total liabilities and stockholders' equity	$	2,105,902		$	2,123,400		$	1,814,006
Prepared in accordance with Generally Accepted Accounting Principles

CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
(in thousands; unaudited)
	Three Months Ended
	Jun. 25,			Jun. 26,
	2022			2021
	Q1'23			Q1'22
Cash flows from operating activities:
Net income	$	39,707		$	17,209
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		16,515			11,898
Stock-based compensation expense		18,138			14,985
Deferred income taxes		(5,860	)		(9,270	)
Loss on retirement or write-off of long-lived assets		292			-
Other non-cash charges		99			108
Net change in operating assets and liabilities:
Accounts receivable, net		33,992			(27,822	)
Inventories		(35,934	)		(19,459	)
Other assets		549			(6,457	)
Accounts payable and other accrued liabilities		(20,327	)		(21,740	)
Income taxes payable		24,030			13,752
Acquisition-related liabilities		3,164			-
Net cash provided by (used in) operating activities		74,365			(26,796	)
Cash flows from investing activities:
Maturities and sales of available-for-sale marketable securities		4,694			49,158
Purchases of available-for-sale marketable securities		(5,186	)		(53,969	)
Purchases of property, equipment and software		(6,776	)		(10,835	)
Investments in technology		(448	)		(1,068	)
Net cash used in investing activities		(7,716	)		(16,714	)
Cash flows from financing activities:
Issuance of common stock, net of shares withheld for taxes		120			746
Repurchase of stock to satisfy employee tax withholding obligations		(866	)		(1,772	)
Repurchase and retirement of common stock		(56,382	)		(12,501	)
Net cash used in financing activities		(57,128	)		(13,527	)
Net increase (decrease) in cash and cash equivalents		9,521			(57,037	)
Cash and cash equivalents at beginning of period		369,814			442,164
Cash and cash equivalents at end of period	$	379,335		$	385,127
Prepared in accordance with Generally Accepted Accounting Principles

RECONCILIATION BETWEEN GAAP AND NON-GAAP FINANCIAL INFORMATION
(in thousands; unaudited)
Free cash flow, a non-GAAP financial measure, is GAAP cash flow from operations (or cash provided by (used in) operating activities) less capital expenditures. Capital expenditures include purchases of property, equipment and software as well as investments in technology, as presented within our GAAP Consolidated Condensed Statement of Cash Flows. Free cash flow margin represents free cash flow divided by revenue.
	Twelve Months Ended			Three Months Ended
	Jun. 25,			Jun. 25,			Mar. 26,			Dec. 25,			Sep. 25,
	2022			2022			2022			2021			2021
	Q1'23			Q1'23			Q4'22			Q3'22			Q2'22
Net cash provided by (used in) operating activities (GAAP)	$	225,914		$	74,365		$	258,231		$	(135,855	)	$	29,173
Capital expenditures		(25,331	)		(7,224	)		(8,456	)		(3,724	)		(5,927	)
Free Cash Flow (Non-GAAP)	$	200,583		$	67,141		$	249,775		$	(139,579	)	$	23,246
Cash Flow from Operations as a Percentage of Revenue (GAAP)		12	%		19	%		53	%		-25	%		6	%
Free Cash Flow Margin (Non-GAAP)		11	%		17	%		51	%		-25	%		5	%

Contacts

Investor Contact:

          Chelsea Heffernan 

          Vice President, Investor Relations 

          Cirrus Logic, Inc. 

          \(512\) 851-4125 

          Investor@cirrus.com

Exhibit 99.2