Press-Releases

CORRECTING and REPLACING – Allegro MicroSystems Reports

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MANCHESTER, N.H., Oct. 28, 2021 (GLOBE NEWSWIRE) — In a release issued under the same headline earlier today by Allegro MicroSystems, Inc. (Nasdaq:ALGM), please note that the line item for Unrealized gains on marketable securities was not displayed in the Cash Flows from Operating Activities table, while the totaled line item for Net cash provided by operating activities was and is correct. The corrected release follows:

Allegro MicroSystems, Inc. (“Allegro” or the “Company”) (Nasdaq:ALGM), a global leader in power and sensing semiconductor solutions for motion control and energy efficient systems, today announced financial results for its second quarter of fiscal year 2022 that ended September 24, 2021. The Company’s net sales increased 3% sequentially and 42% over the same period of the prior year to a new quarterly record of $193.6 million. The Company’s successful execution of its strategic manufacturing and product portfolio transformation supported strong gross margins and significant earnings per share growth.

Quarter Highlights:

  • Total net sales of $193.6 million exceeded expectations due to strength in industrial and other end markets.
  • Automotive net sales of $126.0 million were up 41% year-over-year.
  • Record Industrial net sales of $36.3 million were up 68% year-over-year.
  • The Company continues to see record backlog and low inventory across the supply chain.
  • GAAP gross margin of 53.0% and non-GAAP gross margin of 53.8% contributed to record high profitability.
  • GAAP operating income for the quarter increased to $38.6 million, or 19.9% of net sales. Non-GAAP operating income increased to $46.6 million, or 24.1% of net sales, rising 11% sequentially.
  • Earnings per share exceeded expectations, with GAAP diluted EPS increasing to $0.17 in Q2 and non-GAAP diluted EPS increasing by 11% sequentially to $0.20.

“Our strong Q2 performance highlights two key differentiators in the Allegro business model – our diversification into high growth markets and our structural transformation to achieve improved gross margins,” said Ravi Vig, President and CEO of Allegro MicroSystems. “We are pleased with the progress in both our top line and our gross margin expansion. Despite temporary COVID-related supply chain disruptions affecting fiscal Q3, supply recovery is already underway giving us confidence in a return to growth in Q4 and confidence in revenue growth of about 28% in fiscal 2022. Based on strong end market positioning, business fundamentals, and design win momentum, we believe we are well positioned to deliver low to mid-teens revenue growth and strong gross margins for fiscal 2023.”

Business Summary and Outlook

Automotive represented 65% of revenue and declined 6% sequentially. Revenue was up 41% year-over year, led by the Company’s strategic focus areas of ADAS and xEV which continue to steadily increase as a percent of automotive revenue.

Industrial end markets represented 19% of revenue and increased 20% sequentially and 68% year over year, reaching a new quarterly high. Revenue increased sequentially across all of the Company’s industrial end markets, including green energy and data center, showcasing the diverse nature of the business.

For the third quarter ending December 24, 2021, the Company expects total net sales to be in the range of $180 million to $185 million. The anticipated sequential decline reflects the impact of COVID-related shutdowns of third-party factories in Malaysia that occurred recently. These factories are back online and, given continued strong demand and record levels of backlog, the Company expects a return to sequential growth in the fourth quarter. Based on accelerating design win momentum, the Company now has confidence in revenue growth in the low to mid-teens for fiscal 2023. Non-GAAP gross margin for the third quarter is expected to remain about flat to the new higher levels, and non-GAAP earnings per diluted share for the same period are expected to be in the range of $0.18.

Allegro has not provided a reconciliation of its third fiscal quarter outlook for non-GAAP gross margin and non-GAAP earnings per diluted share because estimates of all of the reconciling items cannot be provided without unreasonable efforts. It is difficult to reasonably provide a forward-looking estimate between such forward-looking non-GAAP measures and the comparable forward-looking GAAP measures. Certain factors that are materially significant to Allegro’s ability to estimate these items are out of its control and/or cannot be reasonably predicted.

Earnings Webcast

A webcast will be held on Thursday, October 28, 2021 at 8:30 a.m. Eastern time. Ravi Vig, President and Chief Executive Officer and Paul Walsh, Chief Financial Officer, will discuss Allegro’s financial results.

The webcast will be available on the Investor Relations section of the Company’s website at investors.allegromicro.com. A recording of the webcast will be posted in the same location shortly after the call concludes and will be available for at least 30 days.

About Allegro MicroSystems

Allegro MicroSystems is a leading global designer, developer, fabless manufacturer and marketer of sensor integrated circuits (“ICs”) and application-specific analog power ICs enabling emerging technologies in the automotive and industrial markets. Allegro’s diverse product portfolio provides efficient and reliable solutions for the electrification of vehicles, automotive ADAS safety features, automation for Industry 4.0 and power saving technologies for data centers and green energy applications.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the expected benefits resulting from our acquisition of Voxtel and our expected financial performance for our third fiscal quarter ending December 24, 2021. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate,” “target,” “mission,” “may,” “will,” “would,” “should,” “could,” “target,” “potential,” “project,” “predict,” “contemplate,” “potential,” or the negative thereof and similar words and expressions.

Forward-looking statements are based on management’s current expectations, beliefs and assumptions and on information currently available to us. Such statements are subject to a number of known and unknown risks, uncertainties and assumptions, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various important factors, including, but not limited to: downturns or volatility in general economic conditions, including as a result of the COVID-19 pandemic, particularly in the automotive market; our ability to compete effectively, expand our market share and increase our net sales and profitability; our ability to compensate for decreases in average selling prices of our products; the cyclical nature of the analog semiconductor industry; shifts in our product mix or customer mix, which could negatively impact our gross margin; our ability to manage any sustained yield problems or other delays at our third-party wafer fabrication facilities or in the final assembly and test of our products; any disruptions at our primary third-party wafer fabrication facilities; our ability to fully realize the benefits of past and potential future initiatives designed to improve our competitiveness, growth and profitability; our ability to accurately predict our quarterly net sales and operating results; our ability to adjust our supply chain volume to account for changing market conditions and customer demand; our reliance on a limited number of third-party wafer fabrication facilities and suppliers of other materials; our dependence on manufacturing operations in the Philippines; our reliance on distributors to generate sales; our indebtedness may limit our flexibility to operate our business; the loss of one or more significant end customers; our ability to develop new product features or new products in a timely and cost-effective manner; our ability to meet customers’ quality requirements; uncertainties related to the design win process and our ability to recover design and development expenses and to generate timely or sufficient net sales or margins; changes in government trade policies, including the imposition of tariffs and export restrictions; our exposures to warranty claims, product liability claims and product recalls; our ability to protect our proprietary technology and inventions through patents or trade secrets; our ability to commercialize our products without infringing third-party intellectual property rights; disruptions or breaches of our information technology systems; risks related to governmental regulation and other legal obligations, including privacy, data protection, information security, consumer protection, environmental and occupational health and safety, anti-corruption and anti-bribery, and trade controls; our dependence on international customers and operations; the availability of rebates, tax credits and other financial incentives on end-user demands for certain products; the volatility of currency exchange rates; risks related to acquisitions of and investments in new businesses, products or technologies, joint ventures and other strategic transactions; our ability to raise capital to support our growth strategy; our ability to effectively manage our growth and to retain key and highly skilled personnel; changes in tax rates or the adoption of new tax legislation; risks related to litigation, including securities class action litigation; and our ability to accurately estimate market opportunity and growth forecasts; and other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on May 19, 2021, as any such factors may be updated from time to time in our other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov and the Investors Relations page of our website at investors.allegromicro.com.

All forward-looking statements speak only as of the date of this press release and, except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

ALLEGRO MICROSYSTEMS, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except share and per share amounts)
(Unaudited)

  Three-Month Period Ended   Six-Month Period Ended
  September 24,
2021
  September 25,
2020
  September 24,
2021
  September 25,
2020
Net sales $ 156,445     $ 114,138     $ 309,134     $ 205,519  
Net sales to related party 37,165     22,511     72,618     46,131  
Total net sales 193,610     136,649     381,752     251,650  
Cost of goods sold 91,078     74,879     185,060     134,179  
Gross profit 102,532     61,770     196,692     117,471  
Operating expenses:              
Research and development 29,590     25,130     59,144     49,510  
Selling, general and administrative 34,088     24,238     66,152     51,027  
Change in fair value of contingent consideration 300         600      
Total operating expenses 63,978     49,368     125,896     100,537  
Operating income 38,554     12,402     70,796     16,934  
Other (expense) income:              
Interest (expense) income, net (1,150 )   350     (1,495 )   663  
Foreign currency transaction gain (loss) 202     (1,318 )   (52 )   (1,186 )
Income in earnings of equity investment 226     246     505     458  
Other, net 1,534     20     1,582     213  
Income before income tax provision 39,366     11,700     71,336     17,082  
Income tax provision 6,143     2,082     10,406     2,610  
Net income 33,223     9,618     60,930     14,472  
Net income attributable to non-controlling interests 37     34     75     68  
Net income attributable to Allegro MicroSystems, Inc. $ 33,186     $ 9,584     $ 60,855     $ 14,404  
Net income attributable to Allegro MicroSystems, Inc. per share:              
Basic $ 0.17     $ 0.96     $ 0.32     $ 1.44  
Diluted $ 0.17     $ 0.96     $ 0.32     $ 1.44  
Weighted average shares outstanding:              
Basic 189,673,788     10,000,000     189,629,535     10,000,000  
Diluted 191,676,422     10,000,000     191,416,250     10,000,000  

Supplemental Schedule of Total Net Sales

The following table summarizes total net sales by market within the Company’s unaudited consolidated statements of operations:

  Three-Month Period Ended   Change   Six-Month Period Ended   Change
  September 24,
2021
  September 25,
2020
  Amount   %   September 24,
2021
  September 25,
2020
  Amount   %
  (Dollars in thousands)
Automotive $ 126,031     $ 89,479     $ 36,552     40.8 %   $ 259,554     $ 165,857     $ 93,697     56.5 %
Industrial 36,321     21,650     14,671     67.8 %   66,630     42,056     24,574     58.4 %
Other 31,258     25,520     5,738     22.5 %   55,568     43,737     11,831     27.1 %
Total net sales $ 193,610     $ 136,649     $ 56,961     41.7 %   $ 381,752     $ 251,650     $ 130,102     51.7 %

Supplemental Schedule of Stock-Based Compensation

The Company recorded stock-based compensation expense in the following expense categories of its unaudited consolidated statements of operations:

  Three-Month Period Ended   Six-Month Period Ended
(In thousands) September 24,
2021
  September 25,
2020
  September 24,
2021
  September 25,
2020
Cost of sales $ 722     $ 53     $ 1,250     $ 150  
Research and development 1,043     32     1,795     53  
Selling, general and administrative 4,431     495     7,982     822  
Total stock-based compensation $ 6,196     $ 580     $ 11,027     $ 1,025  

Supplemental Schedule of Acquisition Related Intangible Amortization Costs

The Company recorded intangible amortization expense related to its acquisition of Voxtel in the following expense categories of its unaudited consolidated statements of operations:

  Three-Month Period Ended   Six-Month Period Ended
(In thousands) September 24,
2021
  September 25,
2020
  September 24,
2021
  September 25,
2020
Cost of sales $ 273     $ 105     546     105  
Selling, general and administrative 16     9     45     9  
Total intangible amortization $ 289     $ 114     $ 591     $ 114  

ALLEGRO MICROSYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)

  September 24,
2021
(Unaudited)
  March 26,
2021
Assets      
Current assets:      
Cash and cash equivalents $ 248,579     $ 197,214  
Restricted cash 7,105     6,661  
Trade accounts receivable, net of provision for expected credit losses of $176 at September 24, 2021 and allowance for doubtful accounts of $138 at March 26, 2021 73,971     69,500  
Trade and other accounts receivable due from related party 23,853     23,832  
Accounts receivable – other 1,295     1,516  
Inventories 78,042     87,498  
Prepaid expenses and other current assets 13,069     18,374  
Assets held for sale     25,969  
Total current assets 445,914     430,564  
Property, plant and equipment, net 198,069     192,393  
Operating lease right-of-use assets 17,054      
Deferred income tax assets 20,134     26,972  
Goodwill 20,093     20,106  
Intangible assets, net 36,131     36,366  
Equity investment in related party 27,169     26,664  
Other assets, net 38,687     14,613  
Total assets $ 803,251     $ 747,678  
Liabilities, Non-Controlling Interest and Stockholders’ Equity      
Current liabilities:      
Trade accounts payable $ 29,158     $ 35,389  
Amounts due to related party 3,686     2,353  
Accrued expenses and other current liabilities 52,049     78,932  
Current portion of operating lease liabilities 3,523      
Total current liabilities 88,416     116,674  
Obligations due under Senior Secured Credit Facilities 25,000     25,000  
Operating lease liabilities, less current portion 13,793      
Other long-term liabilities 19,489     19,133  
Total liabilities 146,698     160,807  
Commitments and contingencies      
Stockholders’ Equity:      
Preferred Stock, $0.01 par value; 20,000,000 shares authorized, no shares issued or outstanding at September 24, 2021 and March 26, 2021      
Common stock, $0.01 par value; 1,000,000,000 shares authorized, 189,702,550 shares issued and outstanding at September 24, 2021; 1,000,000,000 shares authorized, 189,588,161 issued and outstanding at March 26, 2021 1,897     1,896  
Additional paid-in capital 604,488     592,170  
Retained earnings 64,406     3,551  
Accumulated other comprehensive loss (15,368 )   (11,865 )
Equity attributable to Allegro MicroSystems, Inc. 655,423     585,752  
Non-controlling interests 1,130     1,119  
Total stockholders’ equity 656,553     586,871  
Total liabilities, non-controlling interest and stockholders’ equity $ 803,251     $ 747,678  

ALLEGRO MICROSYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)

  Six-Month Period Ended
  September 24,
2021
  September 25,
2020
CASH FLOWS FROM OPERATING ACTIVITIES:      
Net income $ 60,930     $ 14,472  
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization 24,511     24,026  
Amortization of deferred financing costs 25      
Deferred income taxes (2,246 )   1,307  
Stock-based compensation 11,027     1,025  
(Gain) loss on disposal of assets (330 )   293  
Loss on contingent consideration change in fair value 600      
Provisions for inventory and bad debt 2,869     209  
Unrealized gains on marketable securities   (978 )      
Changes in operating assets and liabilities:      
Trade accounts receivable (2,299 )   6,196  
Accounts receivable – other 181     (1,292 )
Inventories 4,415     (8,772 )
Prepaid expenses and other assets (6,761 )   (16,725 )
Trade accounts payable (6,188 )   2,793  
Due to/from related parties 1,312     10,731  
Accrued expenses and other current and long-term liabilities (17,192 )   (5,623 )
Net cash provided by operating activities 69,876     28,640  
CASH FLOWS FROM INVESTING ACTIVITIES:      
Purchases of property, plant and equipment (33,821 )   (18,091 )
Acquisition of business, net of cash acquired (12,549 )   (8,500 )
Proceeds from sales of property, plant and equipment 27,407     282  
Investments (4,334 )    
Contribution of cash balances due to divestiture of subsidiary     (16,335 )
Net cash used in investing activities (23,297 )   (42,644 )
CASH FLOWS FROM FINANCING ACTIVITIES:      
Proceeds from issuance of common stock under employee stock purchase plan 1,291      
Net cash provided by financing activities 1,291      
Effect of exchange rate changes on Cash and cash equivalents and Restricted cash 3,939     2,480  
Net increase in Cash and cash equivalents and Restricted cash 51,809     (11,524 )
Cash and cash equivalents and Restricted cash at beginning of period 203,875     219,876  
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD: $ 255,684     $ 208,352  
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:      
Cash and cash equivalents at beginning of period $ 197,214     $ 214,491  
Restricted cash at beginning of period 6,661     5,385  
Cash and cash equivalents and Restricted cash at beginning of period $ 203,875     $ 219,876  
Cash and cash equivalents at end of period 248,579     201,998  
Restricted cash at end of period 7,105     6,354  
Cash and cash equivalents and Restricted cash at end of period $ 255,684     $ 208,352  
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:      
Cash paid for interest $ 269     $ 107  
Cash paid for income taxes $ 7,993     $ 6,385  
Noncash transactions:      
Changes in Trade accounts payable related to Property, plant and equipment, net $ (3,183 )   $ (4,000 )
Loans to cover purchase of common stock under employee stock plan     171  
Recognition of right of use assets and lease liability upon adoption of new accounting standard 356      

Non-GAAP Financial Measures

In addition to the measures presented in our consolidated financial statements, we regularly review other metrics, defined as non-GAAP financial measures by the SEC, to evaluate our business, measure our performance, identify trends, prepare financial forecasts and make strategic decisions. The key metrics we consider are non-GAAP Gross Profit, non-GAAP Gross Margin, non-GAAP Operating Expenses, non-GAAP Operating Income, non-GAAP Operating Margin, non-GAAP Profit before Tax, non-GAAP Provision for Income Tax, non-GAAP Net Income, non-GAAP Net Income per Share, EBITDA, Adjusted EBITDA and Adjusted EBITDA margin (collectively, the “Non-GAAP Financial Measures”). These Non-GAAP Financial Measures provide supplemental information regarding our operating performance on a non-GAAP basis that excludes certain gains, losses and charges of a non-cash nature or that occur relatively infrequently and/or that management considers to be unrelated to our core operations, and in the case of non-GAAP Provision for Income Tax, management believes that this non-GAAP measure of income taxes provides it with the ability to evaluate the non-GAAP Provision for Income Taxes across different reporting periods on a consistent basis, independent of special items and discrete items, which may vary in size and frequency. By presenting these Non-GAAP Financial Measures, we provide a basis for comparison of our business operations between periods by excluding items that we do not believe are indicative of our core operating performance, and we believe that investors’ understanding of our performance is enhanced by our presenting these Non-GAAP Financial Measures, as they provide a reasonable basis for comparing our ongoing results of operations. Management believes that tracking and presenting these non-GAAP Financial Measures provides management and the investment community with valuable insight into matters such as: our ongoing core operations, our ability to generate cash to service our debt and fund our operations; and the underlying business trends that are affecting our performance. These Non-GAAP Financial Measures are used by both management and our board of directors, together with the comparable GAAP information, in evaluating our current performance and planning our future business activities. In particular, management finds it useful to exclude non-cash charges in order to better correlate our operating activities with our ability to generate cash from operations and to exclude certain cash charges as a means of more accurately predicting our liquidity requirements. We believe that these Non-GAAP Financial Measures, when used in conjunction with our GAAP financial information, also allow investors to better evaluate our financial performance in comparison to other periods and to other companies in our industry.

These Non-GAAP Financial Measures have significant limitations as analytical tools. Some of these limitations are that:

  • such measures do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments;
  • such measures exclude certain costs which are important in analyzing our GAAP results;
  • such measures do not reflect changes in, or cash requirements for, our working capital needs;
  • such measures do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on our debt;
  • such measures do not reflect our tax expense or the cash requirements to pay our taxes;
  • although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future;
  • such measures do not reflect any cash requirements for such replacements; and
  • other companies in our industry may calculate such measures differently than we do, thereby further limiting their usefulness as comparative measures.

The Non-GAAP Financial Measures are supplemental measures of our performance that are neither required by, nor presented in accordance with, GAAP. These Non-GAAP Financial Measures should not be considered as substitutes for GAAP financial measures such as gross profit, gross margin, net income or any other performance measures derived in accordance with GAAP. Also, in the future we may incur expenses or charges such as those added back in the calculation of these Non-GAAP Financial Measures. Our presentation of these Non-GAAP Financial Measures should not be construed as an inference that future results will be unaffected by unusual or nonrecurring items.

Our prior disclosure referred to non-GAAP Gross Profit and non-GAAP Gross Margin as Adjusted Gross Profit and Adjusted Gross Margin, respectively. No changes have been made to how we calculate these measures.

Non-GAAP Gross Profit and Non-GAAP Gross Margin

We calculate non-GAAP Gross Profit and non-GAAP Gross Margin excluding the items below from cost of goods sold in applicable periods, and we calculate non-GAAP Gross Margin as non-GAAP Gross Profit divided by total net sales.

  • Voxtel inventory impairment—Represents costs related to the discontinuation of one of our product lines manufactured by Voxtel.
  • PSL and Sanken Distribution Agreement—Represents the elimination of inventory cost amortization and foundry service payment related to one-time costs incurred in connection with the disposition of Polar Semiconductor, LLC (“PSL”) during the fiscal year ended March 26, 2021 (the “PSL Divestiture”).
  • Stock-based compensation—Represents non-cash expenses arising from the grant of stock-based awards.
  • AMTC Facility consolidation one-time costs—Represents one-time costs incurred in connection with closing of our manufacturing facility in Thailand (the “AMTC Facility”) and transitioning of test and assembly functions to our manufacturing facility in the Philippines (the “AMPI Facility”) announced in fiscal year 2020, consisting of: moving equipment between facilities, contract terminations and other non-recurring charges. The closure and transition of the AMTC Facility was substantially completed in March 2021 and closed on the sale in August 2021. These costs are in addition to, and not duplicative of, the adjustments noted in note (*) below.
  • Amortization of acquisition-related intangible assets—Represents non-cash expenses associated with the amortization of intangible assets in connection with the acquisition of Voxtel, which closed in August 2020.
  • COVID-19 related expenses—Represents expenses attributable to the COVID-19 pandemic primarily related to increased purchases of masks, gloves and other protective materials, and overtime premium compensation paid for maintaining 24-hour service at the AMPI Facility.

(*) Non-GAAP Gross Profit and the corresponding calculation of non-GAAP Gross Margin do not include adjustments consisting of:

  • Additional AMTC-related costs—Represents costs relating to the closing of the AMTC Facility and the transitioning of test and assembly functions to the AMPI Facility in the Philippines announced in fiscal year 2020 consisting of the net savings expected to result from the movement of work to the AMPI Facility, which facility had duplicative capacity based on the buildouts of the AMPI Facility in fiscal years 2019 and 2018. The elimination of these costs did not reduce our production capacity and therefore did not have direct effects on our ability to generate revenue. The closure and transition of the AMTC Facility was substantially completed in March 2021 and closed on the sale in August 2021.
  • Out of period adjustment for depreciation expense of giant magnetoresistance assets (“GMR assets”)—Represents a one-time depreciation expense related to the correction of an immaterial error, related to 2017, for certain manufacturing assets that have reached the end of their useful lives.

Non-GAAP Operating Expenses, non-GAAP Operating Income and non-GAAP Operating Margin

We calculate non-GAAP Operating Expenses and non-GAAP Operating Income excluding the same items excluded above to the extent they are classified as operating expenses, and also excluding the items below in applicable periods. We calculate non-GAAP Operating Margin as non-GAAP Operating Income divided by total net sales.

  • Transaction fees—Represents transaction-related legal and consulting fees incurred primarily in connection with (i) the acquisition of Voxtel in fiscal year 2020, and (ii) one-time transaction-related legal and consulting fees in fiscal 2021.
  • Severance—Represents severance costs associated with (i) labor savings initiatives to manage overall compensation expense as a result of the declining sales volume during the applicable period, including a voluntary separation incentive payment plan for employees near retirement and a reduction in force, (ii) the closing of the AMTC Facility and the transitioning of test and assembly functions to the AMPI Facility announced and initiated in fiscal year 2020, and (iii) costs related to the discontinuation of one of our product lines manufactured by Voxtel in fiscal year 2022.
  • Change in fair value of contingent consideration—Represents the change in fair value of contingent consideration payable in connection with the acquisition of Voxtel.

(**) Non-GAAP Operating Income does not include adjustments consisting of those set forth in note (*) to the calculation of non-GAAP Gross Profit, and the corresponding calculation of non-GAAP Gross Margin, above or:

  • Labor savings—Represents salary and benefit costs related to employees whose positions were eliminated through voluntary separation programs or other reductions in force (not associated with the closure of the AMTC Facility or any other plant or facility) and a restructuring of overhead positions from high-cost to low-cost jurisdictions net of costs for newly hired employees in connection with such restructuring.

EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin

We calculate EBITDA as net income minus interest income (expense), tax provision (benefit), and depreciation and amortization expenses. We calculate Adjusted EBITDA as EBITDA excluding the same items excluded above and also excluding the items below in applicable periods. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by total net sales.

  • Non-core (gain) loss on sale of equipment—Represents non-core miscellaneous losses and gains on the sale of equipment.
  • Foreign currency translation (gain) loss—Represents losses and gains resulting from the remeasurement and settlement of intercompany debt and operational transactions, as well as transactions with external customers or vendors denominated in currencies other than the functional currency of the legal entity in which the transaction is recorded.
  • Income in earnings of equity investment—Represents our equity method investment in PSL.
  • Unrealized gains on investments—Represents mark-to-market adjustments on equity investments with readily determinable fair values.

Non-GAAP Profit before Tax, Non-GAAP Net Income, and Non-GAAP Basic and Diluted Earnings Per Share

We calculate non-GAAP Profit before Tax as Income before Tax Provision excluding the same items excluded above and also excluding the item below in applicable periods. We calculate non-GAAP Net Income as Net Income excluding the same items excluded above and also excluding the item below in applicable periods.

Non-GAAP Provision for Income Tax

In calculating non-GAAP Provision for Income Tax, we have added back the following to GAAP Income Tax Provision:

  • Tax effect of adjustments to GAAP results—Represents the estimated income tax effect of the adjustments to non-GAAP Profit Before Tax described above and elimination of discrete tax adjustments.
    Three-Month Period Ended   Six-Month Period Ended
    September 24,
2021
  June 25,
2021
  September 25,
2020
  September 24,
2021
  September 25,
2020
    (Dollars in thousands)
Reconciliation of Gross Profit                    
                     
GAAP Gross Profit   $ 102,532     $ 94,160     $ 61,770     $ 196,692     $ 117,471  
                     
Voxtel inventory impairment   271     2,835         3,106      
PSL and Sanken distribution agreement           2,815         6,198  
Stock-based compensation   722     528     53     1,250     150  
AMTC Facility consolidation one-time costs   7     137     408     144     952  
Amortization of acquisition-related intangible assets   273     273     105     546     105  
COVID-19 related expenses   316     343     73     659     73  
Total Non-GAAP Adjustments   $ 1,589     $ 4,116     $ 3,454     $ 5,705     $ 7,478  
                     
Non-GAAP Gross Profit*   $ 104,121     $ 98,276     $ 65,224     $ 202,397     $ 124,949  
Non-GAAP Gross Margin* (% of net sales)   53.8 %   52.2 %   47.7 %   53.0 %   49.7 %

 * Non-GAAP Gross Profit and the corresponding calculation of non-GAAP Gross Margin do not include adjustments for the following components of our net income: (i) additional AMTC related costs of $—, $—, and $2,281 for the three months ended September 24, 2021, June 25, 2021, and September 25, 2020, respectively, and out of period adjustment for depreciation expense of GMR assets of $—, $—, and $768 for the three months ended September 24, 2021, June 25, 2021, and September 25, 2020, respectively, and (ii) additional AMTC related costs of $— and $5,355 for the six months ended September 24, 2021 and September 25, 2020, respectively, and out of period adjustment for depreciation expense of GMR assets of $— and $768 for the six months ended September 24, 2021 and September 25, 2020, respectively.

 

    Three-Month Period Ended   Six-Month Period Ended
    September 24,
2021
  June 25,
2021
  September 25,
2020
  September 24,
2021
  September 25,
2020
    (Dollars in thousands)
Reconciliation of Operating Expenses                    
                     
GAAP Operating Expenses   $ 63,978     $ 61,918     $ 49,368     $ 125,896     $ 100,537  
                     
Research and Development Expenses                    
GAAP Research and Development Expenses   29,590     29,554     25,130     59,144     49,510  
Stock-based compensation   1,043     752     32     1,795     53  
AMTC Facility consolidation one-time costs       2         2      
COVID-19 related expenses   8     6         14      
Non-GAAP Research and Development Expenses   28,539     28,794     25,098     57,333     49,457  
                     
Selling, General and Administrative Expenses                    
GAAP Selling, General and Administrative Expenses   34,088     32,064     24,238     66,152     51,027  
Stock-based compensation   4,431     3,551     495     7,982     822  
AMTC Facility consolidation one-time costs   151     324     1,358     475     2,519  
Amortization of acquisition-related intangible assets   16     29     9     45     9  
COVID-19 related expenses   551     381     398     932     4,398  
Transaction fees   6     23     1,871     29     1,988  
Severance       168         168     337  
Non-GAAP Selling, General and Administrative Expenses   28,933     27,588     20,107     56,521     40,954  
                     
Change in fair value of contingent consideration   300     300         600      
                     
Total Non-GAAP Adjustments   6,506     5,536     4,163     12,042     10,126  
                     
Non-GAAP operating expenses *   $ 57,472     $ 56,382     $ 45,205     $ 113,854     $ 90,411  

 * Non-GAAP Operating Expenses do not include adjustments for the following components of our net income: (i) additional AMTC related costs of $—, $—, and $380 for the three months ended September 24, 2021, June 25, 2021, and September 25, 2020, respectively, and (ii) additional AMTC related costs of $— and $704 for the six months ended September 24, 2021 and September 25, 2020, respectively, and labor savings costs of $— and $109 for the six months ended September 24, 2021 and September 25, 2020, respectively.

    Three-Month Period Ended   Six-Month Period Ended
    September 24,
2021
  June 25,
2021
  September 25,
2020
  September 24,
2021
  September 25,
2020
    (Dollars in thousands)
Reconciliation of Operating Income                    
                     
GAAP Operating Income   $ 38,554     $ 32,242     $ 12,402     $ 70,796     $ 16,934  
                     
Voxtel inventory impairment   271     2,835         3,106      
PSL and Sanken distribution agreement           2,815         6,198  
Stock-based compensation   6,196     4,831     580     11,027     1,025  
AMTC Facility consolidation one-time costs   158     463     1,766     621     3,471  
Amortization of acquisition-related intangible assets   289     302     114     591     114  
COVID-19 related expenses   875     730     471     1,605     4,471  
Change in fair value of contingent consideration   300     300         600      
Transaction fees   6     23     1,871     29     1,988  
Severance       168         168     337  
Total Non-GAAP Adjustments   $ 8,095     $ 9,652     $ 7,617     $ 17,747     $ 17,604  
                     
Non-GAAP Operating Income*   $ 46,649     $ 41,894     $ 20,019     $ 88,543     $ 34,538  
Non-GAAP Operating Margin* (% of net sales)   24.1 %   22.3 %   14.6 %   23.2 %   13.7 %

 * Non-GAAP Operating Income and the corresponding calculation of non-GAAP Operating Margin do not include adjustments for the following components of our net income: (i) additional AMTC related costs of $—, $—, and $2,330 for the three months ended September 24, 2021, June 25, 2021, and September 25, 2020, respectively, and out of period adjustment for depreciation expense of GMR assets of $—, $—, and $768 for the three months ended September 24, 2021, June 25, 2021, and September 25, 2020, respectively, and (ii) additional AMTC related costs of $— and $5,728 for the six months ended September 24, 2021 and September 25, 2020, respectively, labor savings costs of $— and $109 for the six months ended September 24, 2021 and September 25, 2020, respectively, and out of period adjustment for depreciation expense of GMR assets of $— and $768 for the six months ended September 24, 2021 and September 25, 2020, respectively.

    Three-Month Period Ended   Six-Month Period Ended
    September 24,
2021
  June 25,
2021
  September 25,
2020
  September 24,
2021
  September 25,
2020
    (Dollars in thousands)
Reconciliation of EBITDA and Adjusted EBITDA                    
                     
GAAP Net Income   $ 33,223     $ 27,707     $ 9,618     $ 60,930     $ 14,472  
                     
Interest expense (income), net   1,150     345     (350 )   1,495     (663 )
Income tax provision   6,143     4,263     2,082     10,406     2,610  
Depreciation & amortization   12,339     12,172     12,487     24,511     24,026  
EBITDA   $ 52,855     $ 44,487     $ 23,837     $ 97,342     $ 40,445  
                     
Non-core (gain) loss on sale of equipment   (296 )   (35 )   331     (331 )   293  
Voxtel inventory impairment   271     2,835         3,106      
Foreign currency translation (gain) loss   (202 )   254     1,318     52     1,186  
Income in earnings of equity investment   (226 )   (279 )   (246 )   (505 )   (458 )
Unrealized gains on investments   (978 )           (978 )    
Stock-based compensation   6,196     4,831     580     11,027     1,025  
AMTC Facility consolidation one-time costs   158     463     1,766     621     3,471  
COVID-19 related expenses   875     730     471     1,605     4,471  
Change in fair value of contingent consideration   300     300         600      
Transaction fees   6     23     1,871     29     1,988  
Severance       168         168     337  
PSL and Sanken distribution agreement           2,815         6,198  
Adjusted EBITDA*   $ 58,959     $ 53,777     $ 32,743     $ 112,736     $ 58,956  
Adjusted EBITDA Margin* (% of net sales)   30.5
%   28.6
%   24.0
%   29.5
%   23.4
%

 * Adjusted EBITDA and the corresponding calculation of Adjusted EBITDA Margin do not include adjustments for the following components of our net income: (i) additional AMTC related costs of $—, $—, and $2,330 for the three months ended September 24, 2021, June 25, 2021, and September 25, 2020, respectively, and (ii) additional AMTC related costs of $— and $5,728 for the six months ended September 24, 2021 and September 25, 2020, respectively, and labor savings costs of $— and $109 for the six months ended September 24, 2021 and September 25, 2020, respectively.

    Three-Month Period Ended   Six-Month Period Ended
    September 24,
2021
  June 25,
2021
  September 25,
2020
  September 24,
2021
  September 25,
2020
    (Dollars in thousands)
Reconciliation of Income before Tax Provision                    
                     
GAAP Income before Tax Provision   $ 39,366     $ 31,970     $ 11,700     $ 71,336     $ 17,082  
                     
Non-core (gain) loss on sale of equipment   (296 )   (35 )   331     (331 )   293  
Voxtel inventory impairment   271     2,835         3,106      
Foreign currency translation (gain) loss   (202 )   254     1,318     52     1,186  
Income in earnings of equity investment   (226 )   (279 )   (246 )   (505 )   (458 )
Unrealized gains on investments   (978 )           (978 )    
PSL and Sanken distribution agreement           2,815         6,198  
Stock-based compensation   6,196     4,831     580     11,027     1,025  
AMTC Facility consolidation one-time costs   158     463     1,766     621     3,471  
Amortization of acquisition-related intangible assets   289     302     114     591     114  
COVID-19 related expenses   875     730     471     1,605     4,471  
Change in fair value of contingent consideration   300     300         600      
Transaction fees   6     23     1,871     29     1,988  
Severance       168         168     337  
Total Non-GAAP Adjustments   $ 6,393     $ 9,592     $ 9,020     $ 15,985     $ 18,625  
                     
Non-GAAP Profit before Tax*   $ 45,759     $ 41,562     $ 20,720     $ 87,321     $ 35,707  

 * Non-GAAP Profit before Tax does not include adjustments for the following components of our net income: (i) additional AMTC related costs of $—, $—, and $2,661 for the three months ended September 24, 2021, June 25, 2021, and September 25, 2020, respectively, and out of period adjustment for depreciation expense of GMR assets of $—, $—, and $768 for the three months ended September 24, 2021 and September 25, 2020, respectively, and (ii) additional AMTC related costs of $— and $6,059 for the six months ended September 24, 2021 and September 25, 2020, respectively, labor savings costs of $— and $109 for the six months ended September 24, 2021 and September 25, 2020, respectively, and out of period adjustment for depreciation expense of GMR assets of $— and $768 for the six months ended September 24, 2021 and September 25, 2020, respectively.

    Three-Month Period Ended   Six-Month Period Ended
    September 24,
2021
  June 25,
2021
  September 25,
2020
  September 24,
2021
  September 25,
2020
    (Dollars in thousands)
Reconciliation of Income Tax Provision                    
                     
GAAP Income Tax Provision   $ 6,143     $ 4,263     $ 2,082     $ 10,406     $ 2,610  
GAAP effective tax rate   15.6 %   13.3 %   17.8 %   14.6 %   15.3 %
                     
Tax effect of adjustments to GAAP results   946     2,091     859     3,037     2,667  
                     
Non-GAAP Provision for Income Taxes *   $ 7,089     $ 6,354     $ 2,941     $ 13,443     $ 5,277  
Non-GAAP effective tax rate   15.5 %   15.3 %   14.2 %   15.4 %   14.8 %

 * Non-GAAP Provision for Income Taxes does not include tax adjustments for the following components of our net income: additional AMTC related costs and labor savings costs. The related tax effect of those adjustments to GAAP results were $—, $— and $768 for the three months ended September 24, 2021, June 25, 2021, and September 25, 2020, respectively, and $— and $1,554 for the six months ended September 24, 2021 and September 25, 2020, respectively.

    Three-Month Period Ended   Six-Month Period Ended
    September 24,
2021
  June 25,
2021
  September 25,
2020
  September 24,
2021
  September 25,
2020
    (Dollars in thousands)
Reconciliation of Net Income                    
                     
GAAP Net Income   $ 33,223     $ 27,707     $ 9,618     $ 60,930     $ 14,472  
GAAP Basic Earnings per Share   $ 0.18     $ 0.15     $ 0.96     $ 0.32     $ 1.45  
GAAP Diluted Earnings per Share   $ 0.17     $ 0.14     $ 0.96     $ 0.32     $ 1.45  
                     
Non-core (gain) loss on sale of equipment   (296 )   (35 )   331     (331 )   293  
Voxtel inventory impairment   271     2,835         3,106      
Foreign currency translation (gain) loss   (202 )   254     1,318     52     1,186  
Income in earnings of equity investment   (226 )   (279 )   (246 )   (505 )   (458 )
Unrealized gains on investments   (978 )           (978 )    
PSL and Sanken distribution agreement           2,815         6,198  
Stock-based compensation   6,196     4,831     580     11,027     1,025  
AMTC Facility consolidation one-time costs   158     463     1,766     621     3,471  
Amortization of acquisition-related intangible assets   289     302     114     591     114  
COVID-19 related expenses   875     730     471     1,605     4,471  
Change in fair value of contingent consideration   300     300         600      
Transaction fees   6     23     1,871     29     1,988  
Severance       168         168     337  
Tax effect of adjustments to GAAP results   (946 )   (2,091 )   (859 )   (3,037 )   (2,667 )
                     
Non-GAAP Net Income*   $ 38,670     $ 35,208     $ 17,779     $ 73,878     $ 30,430  
Basic weighted average common shares   189,673,788     189,585,381     10,000,000     189,629,535     10,000,000  
Diluted weighted average common shares   191,676,422     191,163,074     10,000,000     191,416,250     10,000,000  
Non-GAAP Basic Earnings per Share   0.20     0.19     1.78     0.39     3.04  
Non-GAAP Diluted Earnings per Share   0.20     0.18     1.78     0.39     3.04  

 * Non-GAAP Net Income does not include adjustments for the following components of our net income: (i) additional AMTC related costs of $—, $—, and $2,661 for the three months ended September 24, 2021, June 25, 2021, and September 25, 2020, respectively, and out of period adjustment for depreciation expense of GMR assets of $—, $—, and $768 for the three months ended September 24, 2021, June 25, 2021, and September 25, 2020, respectively, and (ii) additional AMTC related costs of $— and $6,059 for the six months ended September 24, 2021 and September 25, 2020, respectively, labor savings costs of $— and $109 for the six months ended September 24, 2021 and September 25, 2020, respectively, and out of period adjustment for depreciation expense of GMR assets of $— and $768 for the six months ended September 24, 2021 and September 25, 2020, respectively, and (iii) the related tax effect of adjustments to GAAP results $—, $—, and $768 for the three months ended September 24, 2021, June 25, 2021, and September 25, 2020, respectively, and $— and $1,554 for the six months ended September 24, 2021 and September 25, 2020, respectively.

Investor Contact:
Katherine Blye
Investor Relations
Phone: (603) 626-2306
kblye@ALLEGROMICRO.com

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