Please read the following discussion in conjunction with our audited historical
consolidated financial statements and notes thereto, which are included
elsewhere in this Form 10-K. Management's Discussion and Analysis of Financial
Condition and Results of Operations contains statements that are
forward-looking. These statements are based on current expectations and
assumptions that are subject to risk, uncertainties and other factors. Actual
results could differ materially because of the factors discussed in Part I,
Item 1A. "Risk Factors" of this Form 10-K and elsewhere in this report, as well
as in the documents we file with the SEC, including our Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K.
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Critical Accounting Estimates
Our discussion and analysis of the Company's financial condition and results of
operations are based upon the consolidated financial statements included in this
report, which have been prepared in accordance with U.S. generally accepted
accounting principles. The preparation of these financial statements requires us
to make estimates and judgments that affect the reported amounts. We evaluate
the estimates on an on-going basis. We base these estimates on historical
experience and on various other assumptions that we believe to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions and conditions. Our accounting policies
are more fully described in Note 2 - Summary of Significant Accounting Policies
of the Notes to Consolidated Financial Statements contained in Item 8.
The Company considers the following accounting policies to involve the highest
degree of judgment in the preparation of the consolidated financial statements:
Inventory Valuation
Inventories are stated at the lower of cost or net realizable value, with cost
being determined on a first-in, first-out basis. The Company writes down
inventories to net realizable value based on forecasted customer unit demand
while taking into account product release schedules and product life cycles. The
Company also reviews and writes down inventory, as appropriate, based on the age
and condition of the inventory. Actual demand and market conditions may be
different from those projected by management, which could have a material effect
on our operating results and financial position.
Uncertain Tax Positions
The calculation of our tax liabilities involves assessing uncertainties with
respect to the application of complex tax rules. Uncertain tax positions must
meet a more likely than not threshold to be recognized in the financial
statements and the tax benefits recognized are measured based on the largest
benefit that has a greater than 50 percent likelihood of being realized upon
final settlement. The ultimate settlement of uncertain tax positions may differ
from our estimates, which could result in the recognition of a tax benefit or an
additional charge to the income tax provision in the relevant period. See Note
19 - Income Taxes of the Notes to Consolidated Financial Statements contained in
Item 8 for additional details.
Accounting for Acquisitions
The Company accounts for business combinations using the acquisition method of
accounting and allocates the fair value of acquisition consideration to the
assets acquired and liabilities assumed based on their fair values at the
acquisition date. The excess of the fair value of purchase consideration over
the fair value of the assets acquired and liabilities assumed is recorded as
goodwill. The fair value of identifiable intangible assets was determined
primarily using the income approach, which required the Company to project
discounted future cash flows. The significant estimation uncertainty is
primarily due to the sensitivity of the respective fair values to underlying
assumptions about the future performance of the acquired business and the
limited historical data and market data on which those assumptions are based.
The Company's estimates are based upon assumptions believed to be reasonable,
but are inherently uncertain and unpredictable. Incorrect estimates could result
in future impairment charges, and those charges could be material to the results
of operations. See Note 8 - Acquisition of the Notes to Consolidated Financial
Statements contained in Item 8 for additional details.
Recently Adopted and Issued Accounting Pronouncements
For a discussion of recently adopted and issued accounting pronouncements, refer
to Note 2 of the Notes to the Consolidated Financial Statements.
Overview
Cirrus Logic develops low-power, high-precision mixed-signal processing
solutions for a broad range of customers. We track operating results in one
reportable segment, but report revenue performance by product line: audio and
high-performance mixed-signal products. In fiscal year 2022, the Company
delivered record revenue and EPS, driven by high-performance mixed-signal dollar
content gains in smartphones. This past year, we made significant progress
driving both product diversification and revenue growth through our
high-performance mixed-signal business as we shipped our first-generation power
conversion and control IC, broadened our power footprint with the addition of
fast-charging solutions, and increased the attach rate of our camera
controllers. In audio, we maintained our leadership position in smartphones
while also expanding our presence in laptops.
Cirrus Logic continues to experience demand significantly above available
capacity and are actively working with our suppliers to meet as much demand as
possible while also balancing our customer relationships and financial health.
In the second quarter of fiscal year 2022, we entered into a long-term Capacity
Reservation and Wafer Supply Commitment Agreement with GlobalFoundries, a
foundry partner for many of our strategic products. This expands our ability to
address
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existing and incremental demand and provides customers with much-needed supply
assurance, while also providing the company with the flexibility to pursue
additional capacity.
Additionally, the Company has observed increased competition in hiring and
retaining qualified executives and employees, which is expected to result in
increased research and development costs in future periods. For more
information, please see Item 1A. "Risk Factors".
Fiscal Year 2022
Fiscal year 2022 net sales of $1.78 billion represented an increase over fiscal
year 2021 net sales of $1.37 billion. High-performance mixed-signal product line
sales of $594.3 million represented a 124.1 percent increase from fiscal year
2021 sales of $265.2 million, primarily attributable to content gains in
smartphones and, to a lesser extent, higher sales of fast-charging ICs in
smartphones. Audio product line sales of $1.19 billion in fiscal year 2022
increased from fiscal year 2021 sales of $1.10 billion. The most significant
driver of the increase was higher sales of audio products in laptops.
Overall, gross margin for fiscal year 2022 was 51.8 percent. The increase in
gross margin for fiscal year 2022 was primarily attributable to the impact of
higher ASPs, which were mostly offset by increased supply chain costs. The
Company's number of employees increased to 1,591 as of March 26, 2022. The
Company achieved net income of $326.4 million in fiscal year 2022, which
included an income tax provision in the amount of $42.3 million.
Fiscal Year 2021
Fiscal year 2021 net sales of $1.37 billion represented an increase over fiscal
year 2020 net sales of $1.28 billion. High-performance mixed signal product line
sales of $265.2 million represented a 54.9 percent increase from fiscal year
2020 sales of $171.2 million, primarily attributable to content gains in
smartphones. Audio product line sales of $1.10 billion in fiscal year 2021
decreased from fiscal year 2020 sales of $1.11 billion, attributable to
headwinds in wired headset codecs and decreased smart codec sales in Android.
The decrease was partially offset by higher unit volumes in smartphones as well
as content gains in smartphones, tablets and wearables.
Overall, gross margin for fiscal year 2021 was 51.7 percent. The decrease in
gross margin for fiscal year 2021 was primarily due to a shift in product mix
and pricing reductions on certain products, partially offset by cost reductions
associated with exiting the MEMS product line. The Company's number of employees
increased to 1,481 as of March 27, 2021. The Company achieved net income of
$217.3 million in fiscal year 2021, which included an income tax provision in
the amount of $27.9 million.
Results of Operations
The following table summarizes the results of our operations for each of the
past three fiscal years as a percentage of net sales. All percentage amounts
were calculated using the underlying data, in thousands:
Fiscal Years Ended
March 26, 2022 March 27, 2021 March 28, 2020
Net sales 100 % 100 % 100 %
Gross margin 52 % 52 % 53 %
Research and development 23 % 25 % 27 %
Selling, general and administrative 8 % 10 % 10 %
Restructuring - % - % 2 %
Income from operations 21 % 17 % 14 %
Interest income - % 1 % - %
Interest expense - % - % - %
Other expense - % - % - %
Income before income taxes 21 % 18 % 14 %
Provision for income taxes 3 % 2 % 2 %
Net income 18 % 16 % 12 %
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Net Sales
We report sales in two product categories: audio products and high-performance
mixed-signal products. Our sales by product line are shown in the table below
(in thousands).
Fiscal Years Ended
March 26, March 27, March 28,
2022 2021 2020
Audio Products $ 1,187,126 $ 1,104,060 $ 1,109,958
High-Performance Mixed-Signal Products 594,334 265,170 171,166
$ 1,781,460 $ 1,369,230 $ 1,281,124
Net sales for fiscal year 2022 increased by 30.1 percent, to $1.78 billion from
$1.37 billion in fiscal year 2021. The increase in net sales reflects a $329.2
million increase in high-performance mixed-signal product sales, or 124.1
percent, from fiscal year 2021 sales of $265.2 million, which was primarily
attributable to content gains in smartphones, and to a lesser extent, higher
sales of fast-charging ICs in smartphones. Additionally, audio product sales
increased $83.1 million in fiscal year 2022. The most significant driver of the
increase was higher sales of audio products in laptops.
Net sales for fiscal year 2021 increased by 6.9 percent, to $1.37 billion from
$1.28 billion in fiscal year 2020. The increase in net sales reflects a $94.0
million increase in high-performance mixed-signal product sales, or 54.9
percent, from fiscal year 2020 sales of $171.2 million, which was primarily
attributable to content gains in smartphones. This increase was offset by a $5.9
million decrease in audio product sales. The audio product line experienced a
decrease in net sales attributable to headwinds in wired headset codecs and
decreased smart codec sales in Android. The decrease was partially offset by
higher unit volumes in smartphones as well as content gains in smartphones,
tablets and wearables.
International sales, including sales to U.S.-based end customers that
manufacture products through contract manufacturers or plants located overseas,
were approximately $1.8 billion in fiscal year 2022 and $1.3 billion in each of
fiscal years 2021 and 2020, representing 98 percent of net sales in fiscal years
2022 and 2021, and 99 percent in fiscal year 2020. Our sales are denominated
primarily in U.S. dollars.
Gross Margin
Overall gross margin of 51.8 percent for fiscal year 2022 reflects a slight
increase from fiscal year 2021 gross margin of 51.7 percent. The increase was
primarily attributable to the impact of higher ASPs, which were mostly offset by
increased supply chain costs. Changes in excess and obsolete inventory charges,
including scrapped inventory, and sales of product written down in prior periods
did not have a material impact on margin in fiscal year 2022.
Overall gross margin of 51.7 percent for fiscal year 2021 reflects a decrease
from fiscal year 2020 gross margin of 52.6 percent. The decrease was primarily
attributable to a shift in product mix and pricing reductions on certain
products. This was partially offset by cost reductions associated with exiting
the MEMS product line. Changes in excess and obsolete inventory charges,
including scrapped inventory, and sales of product written down in prior periods
did not have a material impact on margin in fiscal year 2021.
Research and Development Expenses
Fiscal year 2022 research and development expenses of $406.3 million reflect an
increase of $63.5 million, or 18.5 percent, from fiscal year 2021. The increase
was attributable to increased employee-related expenses, primarily driven by a
9.0 percent increase in total R&D headcount, which was mostly associated with
the expansion of our power-related products team, amortization of acquisition
intangibles, variable compensation, acquisition-related, stock-based
compensation, and facilities-related costs, offset by increased R&D incentives
and reduced product development costs.
Fiscal year 2021 research and development expenses of $342.8 million reflect a
decrease of $4.9 million, or 1.4 percent, from fiscal year 2020. The overall
decrease was attributable to reduced amortization of acquisition intangibles,
travel and employee events expenses, depreciation and amortization costs on
non-acquisition-related intangibles, and product development costs after exiting
the MEMS product line, partially offset by increases in employee-related
expenses, primarily salaries, variable compensation and stock-based
compensation.
Selling, General and Administrative Expenses
Fiscal year 2022 selling, general and administrative expenses of $151.0 million
reflect an increase of $24.0 million, or 18.9 percent, compared to fiscal year
2021. The increase was primarily attributable to increased employee-related
expenses, professional services, variable compensation and stock-based
compensation costs in fiscal year 2022.
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Fiscal year 2021 selling, general and administrative expenses of $127.0 million
reflect a decrease of $4.1 million, or 3.1 percent, compared to fiscal year
2020. The primary drivers of the decrease were reduced travel and employee
events expenses in fiscal year 2021.
Restructuring Costs
During the fourth quarter of fiscal year 2020, the Company approved a
restructuring plan (the "MEMS Restructuring"), including discontinuing efforts
relating to the MEMS microphone product line. The Company recorded charges of
approximately $0.4 million in the first quarter of fiscal year 2021 and $21.9
million in fiscal year 2020, as part of the MEMS Restructuring, which included
equipment disposal costs, asset impairment and write-off of intangible assets,
and other nonrecurring costs. No additional restructuring charges were incurred
for the remainder of fiscal year 2021 or 2022. See Note 12 - Restructuring Costs
for additional details.
Interest Income
Interest income in fiscal years 2022, 2021, and 2020, was $1.6 million, $6.3
million, and $10.5 million, respectively. The fluctuations in interest income in
fiscal year 2022 and 2021 versus prior years were a function of earnings on
average cash, cash equivalent, and marketable securities balances throughout the
year.
Interest Expense
The Company reported interest expense of $0.9 million, $1.1 million and $1.1
million for fiscal years 2022, 2021, and 2020, respectively, primarily as a
result of the Revolving Credit Facility, described in Note 9.
Other Income (Expense)
In fiscal years 2022, 2021, and 2020 the Company reported $1.7 million, $2.8
million, and $(1.6) million respectively, in other income (expense), related to
remeasurement on foreign currency denominated monetary assets and liabilities
and other non-operating income and expenses.
Provision for Income Taxes
We recorded income tax expense of $42.3 million in fiscal year 2022 on pre-tax
income of $368.7 million, yielding an effective tax rate of 11.5 percent. Our
effective tax rate was lower than the U.S. statutory rate of 21.0 percent,
primarily due to the effect of income earned in certain foreign jurisdictions
that is taxed below the federal statutory rate and excess tax benefits from
stock-based compensation.
We recorded income tax expense of $27.9 million in fiscal year 2021 on pre-tax
income of $245.2 million, yielding an effective tax rate of 11.4 percent. Our
effective tax rate was lower than the U.S. statutory rate of 21.0 percent,
primarily due to the effect of income earned in certain foreign jurisdictions
that is taxed below the federal statutory rate, the release of prior year
unrecognized tax benefits during fiscal year 2021, and excess tax benefits from
stock-based compensation.
We recorded income tax expense of $21.8 million in fiscal year 2020 on pre-tax
income of $181.3 million, yielding an effective tax provision rate of 12.0
percent. Our effective tax rate was lower than the U.S. statutory rate of 21.0
percent, primarily due to the effect of income earned in certain foreign
jurisdictions that is taxed below the federal statutory rate, excess tax
benefits from stock-based compensation, and the release of prior year
unrecognized tax benefits during fiscal year 2020.
For additional discussion about our income taxes, see Note 19 - Income Taxes.
Outlook
Given the wide array of uncertainties surrounding the implications of the
COVID-19 pandemic, industry-wide supply constraints and the timing of when these
challenges will be alleviated, it is difficult to predict our revenue, gross
margin and operating expense outlook for fiscal year 2023. However, Cirrus Logic
made significant progress in fiscal year 2022, and expects to continue to
leverage our expertise in mixed-signal design and advanced low-power signal
processing to execute on our product roadmap and strategic vision to capitalize
on growth opportunities in new applications and markets in the years to come.
Going forward, we expect gross margins to normalize around our long-term model
as we ship inventory built at higher costs compared to fiscal year 2022.
Liquidity and Capital Resources
Operating Activities
In fiscal year 2022, cash flow from operations was $124.8 million. Operating
cash flow during fiscal year 2022 was related to the cash components of our net
income and a $316.1 million unfavorable change in working capital, primarily as
a result of increases in long-term prepaid wafers associated with terms of the
Capacity Reservation Agreement with GlobalFoundries (discussed further in Note
15 - Commitments and Contingencies of the Notes to the Consolidated Financial
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Statements), accounts receivables and other assets (a portion of which resulted
from terms of the Capacity Reservation Agreement with GlobalFoundries),
partially offset by increases in acquisition-related liabilities and decreases
in inventory for the period. In fiscal year 2021, cash flow from operations was
$348.9 million. Operating cash flow during fiscal year 2021 was related to the
cash components of our net income and a $33.2 million favorable change in
working capital. The favorable change in working capital was driven primarily by
a decrease in accounts receivable and an increase in accounts payable, partially
offset by an increase in inventories. In fiscal year 2020, cash flow from
operations was $295.8 million. Operating cash flow during fiscal year 2020 was
related to the cash components of our net income, offset by a $2.8 million
unfavorable change in working capital. The unfavorable change in working capital
was driven primarily by an increase in accounts receivable, partially offset by
an increase in accounts payable during the period.
Investing Activities
In fiscal year 2022, the Company used $18.4 million in cash for investing
activities primarily related to $276.9 million associated with the acquisition
of Lion Semiconductor, Inc. ("Lion") and capital expenditures and technology
investments of $30.0 million, partially offset by $288.5 million in net sales of
marketable securities. In fiscal year 2021, the Company used approximately $77.7
million in cash for investing activities principally related to $57.2 million in
net purchases of marketable securities, and capital expenditures and technology
investments of $20.5 million. In fiscal year 2020, the Company used
approximately $100.2 million in cash for investing activities primarily related
to $78.6 million in net purchases of marketable securities, and capital
expenditures and technology investments of $21.6 million.
Financing Activities
In fiscal year 2022, the Company used $178.7 million related to financing
activities. In fiscal year 2021, the Company used $121.2 million in financing
activities. In fiscal year 2020, the Company used $119.6 million in financing
activities. In fiscal years 2022, 2021, and 2020, the Company utilized
approximately $167.5 million, $110.0 million, and $120.0 million, respectively,
in cash to repurchase and retire portions of its outstanding common stock. See
Note 17 - Stockholders' Equity for a description of our share repurchase
programs.
Revolving Credit Facility
On July 8, 2021, the Company entered into a second amended and restated credit
agreement (the "Second Amended Credit Agreement") with Wells Fargo Bank,
National Association, as administrative agent, and the lenders party thereto.
The Second Amended Credit Agreement provides for a $300 million senior secured
revolving credit facility (the "Revolving Credit Facility"). The Revolving
Credit Facility matures on July 8, 2026 (the "Maturity Date"). The Revolving
Credit Facility is required to be guaranteed by all of Cirrus Logic's material
domestic subsidiaries (the "Subsidiary Guarantors"). The Revolving Credit
Facility is secured by substantially all the assets of Cirrus Logic and any
Subsidiary Guarantors, except for certain excluded assets.
As of March 26, 2022, the Company had no amounts outstanding under the Revolving
Credit Facility and was in compliance with all covenants under the Second
Amended Credit Agreement.
See Note 9 - Revolving Credit Facility for additional information including
material terms and related covenants.
Capital Requirements
Our future capital requirements will depend on many factors, including the rate
of sales growth, market acceptance of our products, the timing and extent of
research and development projects, the Acquisition (discussed further in Note 8
- Acquisition of the Notes to the Consolidated Financial Statements and Item 1A.
Risk Factors) and potential future acquisitions of companies or technologies,
commitments under the Capacity Reservation Agreement with GlobalFoundries
(discussed further in Note 15 - Commitments and Contingencies of the Notes to
the Consolidated Financial Statements and Item 1A. Risk Factors) and the
expansion of our sales and marketing activities. We believe our expected future
cash earnings, existing cash, cash equivalents, investment balances, and
available borrowings under our Revolving Credit Facility will be sufficient to
meet our capital requirements both domestically and internationally, through at
least the next 12 months, although we could be required, or could elect, to seek
additional funding prior to that time. As of March 26, 2022, the Company did not
have any off-balance-sheet arrangements, that were reasonably likely to have a
material effect on our financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources.
Contractual Cash Obligations
In our business activities, we incur certain commitments to make future payments
under contracts such as debt agreements, purchase orders, operating leases and
other long-term contracts. See Part II, Item 8 Notes to Consolidated Financial
Statements Note 9 - Revolving Credit Facility, Note 11 - Leases and Note 15 -
Commitments and Contingencies for additional information related to these
contractual obligations.
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