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 3, 2020

CIRRUS LOGIC INC
(Exact name of Registrant as specified in its charter)

Delaware	 	000-17795	 	77-0024818	
(State or Other Jurisdiction of incorporation or organization)	 	(Commission File Number)	 	(IRS Employer Identification No.)	

800 W. 6th Street, 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(g) of the Act:

Title of each class	 	Trading Symbol	 	Name	
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 3, 2020, the Company issued a press release announcing its financial results for its first quarter of fiscal year 2021.  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 3, 2020, 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 2021.  The full text of the shareholder letter is furnished as Exhibit No. 99.2 to this Current Report on Form 8-K.

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, and effective tax rate.  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 3, 2020	
	Exhibit 99.2	Cirrus Logic, Inc. shareholder letter dated August 3, 2020	
	Exhibit 104	Cover Page Interactive Data File (formatted as Inline XBRL)	

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 3, 2020	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 August 3, 2020	
99.2	Cirrus Logic, Inc. shareholder letter August 3, 2020	
104	Cover Page Interactive Data File (formatted as Inline XBRL)	

_______________________________________________________________________

Exhibit 99.1
Exhibit 99.2
Exhibit 104

 	 Exhibit 99.1	

Cirrus Logic Reports Q1 FY21 Revenue of $242.6 Million
Results Reflect Strong Demand for Products Shipping in Certain Tablets and Smartphones
AUSTIN, Texas--(BUSINESS WIRE)--August 3, 2020--Cirrus Logic, Inc. (Nasdaq: CRUS) today posted on its website at http://investor.cirrus.com the quarterly Shareholder Letter that contains the complete financial results for the first quarter fiscal year 2021, which ended June 27, 2020, as well as the company’s current business outlook.
“We are pleased with our results in the June quarter as we experienced robust demand for certain products shipping in tablets and smartphones,” said Jason Rhode, chief executive officer. “Despite the continuing challenges and adverse economic effects associated with COVID-19, design activity and new product development efforts were encouraging during the quarter. The company remains focused on leveraging our strong customer relationships and mixed-signal processing expertise to broaden our penetration in audio, voice and other mixed-signal domains and position the company for growth in the coming years.”
Reported Financial Results – First Quarter FY21
·	Revenue of $242.6 million;
·	GAAP and non-GAAP gross margin of 52.6 percent;
·	GAAP operating expenses of $108.8 million and non-GAAP operating expenses of $92.4 million;
·	GAAP earnings per share of $0.30 and non-GAAP earnings per share of $0.53.
A reconciliation of GAAP to non-GAAP financial information is included in the tables accompanying this press release.

Business Outlook – Second Quarter FY21
·	Revenue is expected to range between $290 million and $330 million;
·	GAAP gross margin to be between 51 percent and 53 percent; and
·	Combined GAAP R&D and SG&A expenses to range between $114 million and $120 million, including approximately $15 million in stock-based compensation expense and $3 million in amortization of acquired intangibles.
Cirrus Logic will host a live Q&A session at 5 p.m. EDT 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: 1899640).
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. Check us out at www.cirrus.com.
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, and effective tax rate. 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 broadening our penetration in audio, voice, and other domains, and positioning the company for growth in the coming years, along with estimates for the second quarter fiscal year 2021 revenue, gross margin, combined research and development and selling, general and administrative expense levels, stock 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 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; the risks of doing business internationally, including increased import/export restrictions and controls (e.g., the effect of the U.S. Bureau of Industry and Security of the U.S. Department of Commerce placing Huawei Technologies Co., Ltd. and certain of its affiliates on the Bureau’s Entity List), imposition of trade protection measures (e.g., tariffs or taxes), security and health risks, possible disruptions in transportation networks, and other economic, social, military and geo-political conditions in the countries in which we, our customers or our suppliers operate; the level of orders and shipments during the second quarter of fiscal year 2021, 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 28, 2020 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	
(unaudited)	
(in thousands, except per share data)	
		 		 		
	Three Months Ended	
	Jun. 27,	 	Mar. 28,	 	Jun. 29,	
	2020	 	2020	 	2019	
	Q1'21	 	Q4'20	 	Q1'20	
Portable products	$	210,661	 	 	$	249,731	 	 	$	202,938	 	
Non-portable and other products	 	31,912	 	 	 	29,560	 	 	 	35,315	 	
Net sales	 	242,573	 	 	 	279,291	 	 	 	238,253	 	
Cost of sales	 	115,101	 	 	 	133,056	 	 	 	115,759	 	
Gross profit	 	127,472	 	 	 	146,235	 	 	 	122,494	 	
Gross margin	 	52.6	%	 	 	52.4	%	 	 	51.4	%	
		 		 		
Research and development	 	78,741	 	 	 	81,865	 	 	 	88,830	 	
Selling, general and administrative	 	29,704	 	 	 	32,464	 	 	 	29,520	 	
Restructuring costs	 	352	 	 	 	21,925	 	 	 	-	 	
Total operating expenses	 	108,797	 	 	 	136,254	 	 	 	118,350	 	
		 		 		
Income from operations	 	18,675	 	 	 	9,981	 	 	 	4,144	 	
		 		 		
Interest income	 	1,576	 	 	 	2,474	 	 	 	2,285	 	
Other income (expense)	 	111	 	 	 	(106	)	 	 	(378	)	
Income before income taxes	 	20,362	 	 	 	12,349	 	 	 	6,051	 	
Provision for income taxes	 	2,153	 	 	 	2,191	 	 	 	1,433	 	
Net income	$	18,209	 	 	$	10,158	 	 	$	4,618	 	
		 		 		
Basic earnings per share:	$	0.31	 	 	$	0.17	 	 	$	0.08	 	
Diluted earnings per share:	$	0.30	 	 	$	0.17	 	 	$	0.08	 	
		 		 		
Weighted average number of shares:		 		 		
Basic	 	58,313	 	 	 	58,527	 	 	 	58,540	 	
Diluted	 	60,280	 	 	 	60,683	 	 	 	60,258	 	
											 	
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	
	Jun. 27,	 	Mar. 28,	 	Jun. 29,	
	2020	 	2020	 	2019	
Net Income Reconciliation	Q1'21	 	Q4'20	 	Q1'20	
GAAP Net Income	$	18,209	 	 	$	10,158	 	 	$	4,618	 	
Amortization of acquisition intangibles	 	2,998	 	 	 	3,000	 	 	 	7,228	 	
Stock-based compensation expense	 	13,306	 	 	 	14,052	 	 	 	11,786	 	
Restructuring costs	 	352	 	 	 	20,602	 	 	 	-	 	
Adjustment to income taxes	 	(2,982	)	 	 	(6,320	)	 	 	(2,803	)	
Non-GAAP Net Income	$	31,883	 	 	$	41,492	 	 	$	20,829	 	
		 		 		
Earnings Per Share Reconciliation		 		 		
GAAP Diluted earnings per share	$	0.30	 	 	$	0.17	 	 	$	0.08	 	
Effect of Amortization of acquisition intangibles	 	0.05	 	 	 	0.05	 	 	 	0.12	 	
Effect of Stock-based compensation expense	 	0.22	 	 	 	0.23	 	 	 	0.20	 	
Effect of Restructuring costs	 	0.01	 	 	 	0.34	 	 	 	-	 	
Effect of Adjustment to income taxes	 	(0.05	)	 	 	(0.11	)	 	 	(0.05	)	
Non-GAAP Diluted earnings per share	$	0.53	 	 	$	0.68	 	 	$	0.35	 	
		 		 		
Operating Income Reconciliation		 		 		
GAAP Operating Income	$	18,675	 	 	$	9,981	 	 	$	4,144	 	
GAAP Operating Profit	 	7.7	%	 	 	3.6	%	 	 	1.7	%	
Amortization of acquisition intangibles	 	2,998	 	 	 	3,000	 	 	 	7,228	 	
Stock-based compensation expense - COGS	 	207	 	 	 	213	 	 	 	241	 	
Stock-based compensation expense - R&D	 	8,653	 	 	 	9,446	 	 	 	7,240	 	
Stock-based compensation expense - SG&A	 	4,446	 	 	 	4,393	 	 	 	4,305	 	
Restructuring costs	 	352	 	 	 	20,602	 	 	 	-	 	
Non-GAAP Operating Income	$	35,331	 	 	$	47,635	 	 	$	23,158	 	
Non-GAAP Operating Profit	 	14.6	%	 	 	17.1	%	 	 	9.7	%	
		 		 		
Operating Expense Reconciliation		 		 		
GAAP Operating Expenses	$	108,797	 	 	$	136,254	 	 	$	118,350	 	
Amortization of acquisition intangibles	 	(2,998	)	 	 	(3,000	)	 	 	(7,228	)	
Stock-based compensation expense - R&D	 	(8,653	)	 	 	(9,446	)	 	 	(7,240	)	
Stock-based compensation expense - SG&A	 	(4,446	)	 	 	(4,393	)	 	 	(4,305	)	
Restructuring costs	 	(352	)	 	 	(20,724	)	 	 	-	 	
Non-GAAP Operating Expenses	$	92,348	 	 	$	98,691	 	 	$	99,577	 	
		 		 		
Gross Margin/Profit Reconciliation		 		 		
GAAP Gross Profit	$	127,472	 	 	$	146,235	 	 	$	122,494	 	
GAAP Gross Margin	 	52.6	%	 	 	52.4	%	 	 	51.4	%	
Stock-based compensation expense - COGS	 	207	 	 	 	213	 	 	 	241	 	
Restructuring costs - COGS	 	-	 	 	 	(122	)	 	 	-	 	
Non-GAAP Gross Profit	$	127,679	 	 	$	146,326	 	 	$	122,735	 	
Non-GAAP Gross Margin	 	52.6	%	 	 	52.4	%	 	 	51.5	%	
		 		 		
Effective Tax Rate Reconciliation		 		 		
GAAP Tax Expense	$	2,153	 	 	$	2,191	 	 	$	1,433	 	
GAAP Effective Tax Rate	 	10.6	%	 	 	17.7	%	 	 	23.7	%	
Adjustments to income taxes	 	2,982	 	 	 	6,320	 	 	 	2,803	 	
Non-GAAP Tax Expense	$	5,135	 	 	$	8,511	 	 	$	4,236	 	
Non-GAAP Effective Tax Rate	 	13.9	%	 	 	17.0	%	 	 	16.9	%	
		 		 		
Tax Impact to EPS Reconciliation		 		 		
GAAP Tax Expense	$	0.04	 	 	$	0.04	 	 	$	0.02	 	
Adjustments to income taxes	 	0.05	 	 	 	0.11	 	 	 	0.05	 	
Non-GAAP Tax Expense	$	0.09	 	 	$	0.15	 	 	$	0.07	 	

 	
	
CONSOLIDATED CONDENSED BALANCE SHEET	
unaudited; in thousands	
					 	
	Jun. 27,	 	Mar. 28,	 	Jun. 29,	
	2020	 	2020	 	2019	
ASSETS		 		 		
Current assets		 		 		
Cash and cash equivalents	$	285,922	 	 	$	292,119	 	 	$	198,077	 	
Marketable securities	 	29,943	 	 	 	22,008	 	 	 	52,350	 	
Accounts receivable, net	 	136,539	 	 	 	153,998	 	 	 	111,497	 	
Inventories	 	199,332	 	 	 	146,725	 	 	 	146,317	 	
Other current assets	 	38,231	 	 	 	35,346	 	 	 	55,834	 	
Total current Assets	 	689,967	 	 	 	650,196	 	 	 	564,075	 	
		 		 		
Long-term marketable securities	 	290,186	 	 	 	283,573	 	 	 	205,079	 	
Right-of-use lease assets	 	139,492	 	 	 	141,274	 	 	 	146,035	 	
Property and equipment, net	 	154,286	 	 	 	158,244	 	 	 	182,042	 	
Intangibles, net	 	31,185	 	 	 	34,430	 	 	 	62,496	 	
Goodwill	 	287,399	 	 	 	287,088	 	 	 	286,370	 	
Deferred tax asset	 	6,970	 	 	 	10,052	 	 	 	9,394	 	
Other assets	 	44,554	 	 	 	27,820	 	 	 	14,625	 	
Total assets	$	1,644,039	 	 	$	1,592,677	 	 	$	1,470,116	 	
		 		 		
LIABILITIES AND STOCKHOLDERS' EQUITY		 		 		
Current liabilities		 		 		
Accounts payable	$	95,523	 	 	$	78,412	 	 	$	60,408	 	
Accrued salaries and benefits	 	28,768	 	 	 	42,439	 	 	 	23,416	 	
Current lease liability	 	13,887	 	 	 	13,580	 	 	 	14,517	 	
Other accrued liabilities	 	24,866	 	 	 	24,206	 	 	 	32,865	 	
Total current liabilities	 	163,044	 	 	 	158,637	 	 	 	131,206	 	
		 		 		
Non-current lease liability	 	129,627	 	 	 	129,312	 	 	 	137,180	 	
Non-current income taxes	 	69,130	 	 	 	71,143	 	 	 	79,484	 	
Other long-term liabilities	 	9,949	 	 	 	3,806	 	 	 	4,996	 	
		 		 		
Stockholders' equity:		 		 		
Capital stock	 	1,451,297	 	 	 	1,434,929	 	 	 	1,375,777	 	
Accumulated deficit	 	(184,049	)	 	 	(201,681	)	 	 	(258,899	)	
Accumulated other comprehensive income (loss)	 	5,041	 	 	 	(3,469	)	 	 	372	 	
Total stockholders' equity	 	1,272,289	 	 	 	1,229,779	 	 	 	1,117,250	 	
Total liabilities and stockholders' equity	$	1,644,039	 	 	$	1,592,677	 	 	$	1,470,116	 	
		 		 		
Prepared in accordance with Generally Accepted Accounting Principles	
 
Contacts
Thurman K. Case
Chief Financial Officer
Cirrus Logic, Inc.
(512) 851-4125
Investor.Relations@cirrus.com

 	 Exhibit 99.2