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.
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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)
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