CIRRUS LOGIC, INC. (CRUS)

Overview

Cirrus Logic, Inc. (“Cirrus Logic,” “We,” “Us,” “Our,” or the “Company”) 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.

During the first quarter of fiscal year 2027, we saw strong demand for our custom products shipping into smartphones. We also made good progress in the development of our next-generation camera controller and new smart power IC for 3D sensing applications. The latter is part of a broader set of power and battery opportunities that we believe will diversify our product portfolio and support long-term growth. Beyond smartphones, the PC market remains our largest near-term growth opportunity. In the current quarter, we were encouraged by our design win activity and customer engagement, which included interest in our latest smart codec for AI-enabled PCs. Additionally, in June multiple customers announced new PCs based on NVIDIA’s RTX Spark™ platform, which are expected to ship later this year with Cirrus Logic amplifiers and codecs.

In our general market business, we also continued to expand across a broad base of customers in the professional audio, automotive, industrial, and imaging markets. Our progress in the first quarter of fiscal year 2027 included taping out a new high-performance analog front-end (AFE) component for metrology applications, which we expect to begin sampling in the September quarter. While this component will initially be used for smart meters, we believe over time the underlying technology can extend into adjacent applications such as data center DC metrology, energy storage, EV charging, and grid monitoring. We remain optimistic about our opportunities to continue leveraging our mixed-signal design and signal processing expertise to drive growth across new applications and markets in future years.

Finally, we recently signed a new Capacity Reservation and Wafer Supply Agreement with GlobalFoundries. This agreement builds on our existing partnership and secures dedicated wafer capacity and pricing for calendar 2027 and 2028, further supporting the broad range of opportunities we see ahead. We are also continuing to collaborate with GlobalFoundries on next-generation process technologies and progressing towards manufacturing products in the United States at their facility in Malta, New York.

Critical Accounting Policies and Estimates

Our discussion and analysis of the Company’s financial condition and results of operations are based upon the unaudited consolidated condensed financial statements included in this report, which have been prepared in accordance with U.S. GAAP.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts.  We evaluate the estimates on an ongoing 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.

There have been no significant changes during the three months ended June 27, 2026, to the information provided under the headings “Critical Accounting Estimates” and “Summary of Significant Accounting Policies” included in our fiscal year 2026 Annual Report on Form 10-K for the fiscal year ended March 28, 2026.

Recently Issued Accounting Pronouncements

For a discussion of recently issued accounting pronouncements, refer to Note 2 of the Notes to the Consolidated Condensed Financial Statements.

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Results of Operations

Our fiscal year is the 52- or 53-week period ending on the last Saturday in March. Fiscal years 2027 and 2026 are 52-week fiscal years.

The following table summarizes the results of our operations for the three months of fiscal years 2027 and 2026, respectively, as a percentage of net sales.  All percentage amounts were calculated using the underlying data in thousands, unaudited. Percentages are rounded to the nearest whole percent and, as a result, may not sum to subtotals presented.

Net Sales

Net sales for the first quarter of fiscal year 2027 increased $52.5 million, or 13 percent, to $459.7 million from $407.3 million in the first quarter of fiscal year 2026.  Net sales from our audio products increased $9.0 million, primarily driven by higher sales of components shipping in smartphones, partially offset by declines in average sales prices ("ASPs") due to previously anticipated pricing reductions. Net sales from HPMS products increased $43.5 million for the quarter versus the first quarter of fiscal year 2026, primarily due to higher sales of components shipping in smartphones, partially offset by declines in ASPs due to previously anticipated pricing reductions.

International sales, including sales to U.S.-based end customers that manufacture products through contract manufacturers or plants located overseas, were approximately 99 percent of net sales for each of the first quarters of fiscal years 2027 and 2026. Our sales are denominated primarily in U.S. dollars.

Since the components we produce are largely proprietary, we consider our end customer to be the entity specifying the use of our component in their design. These end customers may purchase our products directly from us, through distributors, or third-party manufacturers contracted to produce their designs.  For the first quarters of fiscal years 2027 and 2026, our ten largest end customers represented approximately 96 percent and 95 percent of our net sales, respectively.

We had one end customer, Apple Inc., that purchased through multiple contract manufacturers and represented approximately 90 percent and 86 percent of the Company’s total net sales for the first quarters of fiscal years 2027 and 2026, respectively.

No other end customer or distributor represented more than 10 percent of net sales for the three months ended June 27, 2026 or June 28, 2025.

For more information, please see “Part II, Item 1A - Risk Factors” — “We depend on a limited number of customers and distributors for a substantial portion of our sales, and the loss of, or a significant reduction in orders from, or pricing on products sold to, any key customer or distributor could significantly reduce our sales and our profitability.”

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Gross Margin

Gross margin was 52.6 percent in the first quarter of fiscal years 2027 and 2026, remaining flat for the period, as a favorable product mix was partially offset by higher freight and supply chain costs.

Research and Development Expense

Research and development expense for the first quarter of fiscal year 2027 was $115.0 million, an increase of $12.1 million, from $102.9 million in the first quarter of fiscal year 2026. Significant drivers included increased employee-related, product development, variable compensation, and IT and facilities-related costs during the quarter.

Selling, General and Administrative Expense

Selling, general and administrative expense for the first quarter of fiscal year 2027 was $42.4 million, an increase of $3.7 million, from $38.7 million in the first quarter of fiscal year 2026, due primarily to increased employee-related costs and professional fees for the quarter.

Interest Income

The Company reported interest income of $10.4 million and $8.8 million for the three months ended June 27, 2026, and June 28, 2025, respectively. Interest income increased in the current period due to higher average cash, cash equivalents and marketable securities balances, partially offset by marginally lower interest rates compared to the prior period.

Interest Expense

The Company reported interest expense of $0.3 million and $0.2 million for the three months ended June 27, 2026, and June 28, 2025, respectively.  Interest expense consists primarily of commitment fees and debt issuance cost amortization associated with the Company's Revolving Credit Facility (see Note 8 - Revolving Credit Facility of the Notes to the Consolidated Condensed Financial Statements).

Other Expense

For the three months ended June 27, 2026 and June 28, 2025, the Company reported other expense of $0.4 million and $0.4 million, respectively. This activity primarily related to non-investment related expense and remeasurement on foreign currency denominated monetary assets and liabilities.

Income Taxes

Our provision for income taxes is based on estimated effective tax rates derived from an estimate of annual consolidated earnings before taxes, adjusted for nondeductible expenses, other permanent items and any applicable credits.

The following table presents the provision for income taxes (in thousands) and the effective tax rates:

Our income tax expense for the first quarter of fiscal year 2027 was $17.3 million compared to $19.9 million for the first quarter of fiscal year 2026, resulting in effective tax rates of 18.4 percent and 24.7 percent, respectively.

The effective tax rate for the first quarter of fiscal year 2027 was lower than the prior period presented, primarily due to the July 4, 2025 enactment of the One Big Beautiful Bill Act that reinstated immediate expensing of U.S. R&D expenditures. The effective tax rate for the first quarter of fiscal year 2026 was unfavorably impacted by the Tax Cuts and Jobs Act of 2017 provision that required worldwide R&D expenditures to be capitalized and amortized, which resulted in increased GILTI

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inclusions in the period, and by U.S. tax rules related to refundable tax credits, including R&D expenditure credits available to us in the United Kingdom, that reduced the amount of foreign tax credits available to offset GILTI.

Liquidity and Capital Resources

We require cash to fund our operating expenses and working capital requirements, including outlays for inventory, capital expenditures, share repurchases, and strategic acquisitions.  Our principal sources of liquidity are cash on hand, cash generated from operations, cash generated from the sale and maturity of marketable securities, and available borrowings under our $350 million Revolving Credit Facility.

Cash generated from our operating activities is net income adjusted for certain non-cash items and changes in working capital.  Cash generated from operations was $64.1 million for the first three months of fiscal year 2027 versus $116.1 million generated for the corresponding period of fiscal year 2026.  The cash flow from operations during the first three months of fiscal year 2027 was related to the cash components of our net income and a $42.0 million unfavorable change in working capital, primarily as a result of increases in accounts receivables and inventory, and decreases in accounts payable and other accrued liabilities, partially offset by increases in prepaid wafer usage (related to the Capacity Reservation Agreement).  The cash flow fro

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ITEM 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

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.

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 on a first-in, first-out basis. Cost is computed using standard costs, which approximate actual cost. 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 17 — Income Taxes of the Notes to Consolidated Financial Statements contained in Item 8 for additional details.

Recently Issued Accounting Pronouncements

For a discussion of recently issued accounting pronouncements, refer to Note 2 - Summary of Significant Accounting Policies, 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 HPMS products. In fiscal year 2026, the Company continued to execute on our three-pronged strategy to grow Cirrus Logic by maintaining our leadership in smartphone audio, increasing high-performance mixed-signal (HPMS) content in smartphones, and leveraging our audio and HPMS expertise and intellectual property to expand into additional applications and markets.

In smartphones, we experienced robust demand for our latest custom boosted amplifier and 22-nanometer smart codec, both of which deliver meaningful system-level improvements and exceptional audio performance. The Company advanced our HPMS strategy by beginning the development of next-generation camera controller components and technologies. We also made excellent progress in advanced battery and power applications, where we validated multiple new technologies and intellectual property in silicon. Our achievements were underscored by a recent announcement from our largest customer that highlights our collaboration on a solution to support their FaceID implementation in future products. We are designing our first product in this area, a smart power IC, which represents an exciting new application space for Cirrus Logic.

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Beyond smartphones, we made considerable progress in fiscal year 2026 implementing our strategy to expand into new applications and markets. We achieved strong year-over-year revenue growth in PCs as we gained share across all PC segments. The introduction of new amplifiers and codecs that target a wider range of platforms and AI-enabled PCs has positioned the Company well for continued growth in fiscal year 2027. And in our general market business, we developed multiple new product families that broaden our presence in the professional audio, automotive, industrial, and imaging end markets.

We recently joined our largest customer’s American Manufacturing Program and are working with both our customer and GlobalFoundries to develop new process technologies for our products, including our efforts to manufacture for the first time at the Malta, New York facility. Participation in this program was one of several important steps we took over the past year to advance both process and geographic diversification across our supply chain. Additionally, given the considerable range of opportunities across our custom silicon and general market businesses, we expect R&D investments to grow in fiscal year 2027, primarily due to planned headcount growth and product development expenses.

Fiscal year 2026 net sales of $2.00 billion represented an increase over fiscal year 2025 net sales of $1.90 billion. Audio product line sales of $1.16 billion in fiscal year 2026 increased 2 percent from fiscal year 2025 sales of $1.14 billion. The most significant drivers of the increase were demand for components shipping into smartphones, as well as higher PC sales, versus the prior fiscal year. HPMS product line sales of $837.4 million represented a 10 percent increase from fiscal year 2025 sales of $758.9 million, largely attributable to demand for components shipping into smartphones.

Overall, gross margin for fiscal year 2026 was 52.8 percent. The increase in gross margin for fiscal year 2026 reflects a more favorable product mix. The Company’s number of employees increased from 1,660 as of March 29, 2025 to 1,668 as of March 28, 2026. The Company achieved net income of $414.4 million in fiscal year 2026, which included an income tax provision in the amount of $82.3 million.

Results of Operations

A discussion regarding our financial condition and results of operations for fiscal year 2026 compared to fiscal year 2025 is presented below. A discussion regarding our financial condition and results of operations for fiscal year 2025, compared to fiscal year 2024, which was a 53-week fiscal year, can be found under Item 7 in our Annual Report on Form 10-K for the fiscal year ended March 29, 2025, filed with the SEC on May 23, 2025.

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:

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Net Sales

We report sales in two product line categories: Audio products and HPMS products. Our sales by product line are shown in the table below (in thousands).

Net sales for fiscal year 2026 increased by 5 percent, to $2.0 billion from $1.9 billion in fiscal year 2025. Audio product sales increased $22.8 million, or 2 percent in fiscal year 2026. The most significant drivers of the increase were demand for components shipping into smartphones, as well as higher PC sales, versus the prior fiscal year. The increase in net sales also reflects a $78.5 million increase in HPMS product sales, or 10 percent, from fiscal year 2025 sales of $758.9 million, primarily due to demand for components shipping into smartphones.

International sales, including sales to U.S.-based end customers that manufacture products through contract manufacturers or plants located overseas, were approximately $2.0 billion, $1.9 billion, and $1.8 billion in fiscal years 2026, 2025, and 2024, respectively, representing 99 percent of net sales in fiscal years 2026, 2025, and 2024. Our sales are denominated primarily in U.S. dollars.

Gross Margin

Overall gross margin of 52.8 percent for fiscal year 2026 increased from fiscal year 2025 gross margin of 52.5 percent. The increase reflects a more favorable product mix. 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 2026.

Research and Development Expenses

Fiscal year 2026 research and development expenses of $434.0 million reflect a decrease of $0.7 million from fiscal year 2025. The decrease was attributable to decreased stock-based compensation and product development costs, largely due to the timing of new products, partially offset by increased employee-related costs.

Selling, General and Administrative Expenses

Fiscal year 2026 selling, general and administrative expenses of $159.8 million reflect an increase of $8.8 million, or 6 percent, compared to fiscal year 2025. The increase was primarily attributable to increased stock-based compensation and employee-related expenses.

Interest Income

Interest income in fiscal years 2026 and 2025 was $37.7 million and $34.0 million, respectively. The increase in interest income in fiscal year 2026 versus prior year was due to returns generated from higher combined average cash, cash equivalents, and marketable securities balances throughout the year.

Interest Expense

The Company reported interest expense of $0.9 million and $0.9 million for fiscal years 2026 and 2025, respectively, primarily as a result of

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