Allegro MicroSystems Reports Second Quarter 2023 Results

MANCHESTER, N.H., Oct. 27, 2022 (GLOBE NEWSWIRE) -- Allegro MicroSystems, Inc. (โ€œAllegroโ€ or the โ€œCompanyโ€) (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 2023 that ended Septemberย 23, 2022.

Quarter Highlights:

  • Total net sales were a record $237.7 million, increasing 23% year-over-year.
  • Automotive net sales were a record $157.4 million, increasing 25% year-over-year.
  • Industrial net sales were a record $48.2 million, increasing 33% year-over-year.
  • GAAP gross margin was 55.5% and non-GAAP gross margin was 56.2%.
  • GAAP operating margin was 25.1% and on a non-GAAP basis was 27.9%.
  • GAAP diluted earnings per share was $0.26 and non-GAAP diluted EPS was $0.31.
  • Closed on acquisition of Heyday Integrated Circuits, a leader in highly integrated gate drivers for high efficiency power applications.

โ€œAllegro achieved another record quarter, reflecting our teamโ€™s strong execution and continued robust demand for our magnetic sensor and power IC products despite cross-currents in the broader macroeconomic environment,โ€ said Vineet Nargolwala, President and CEO of Allegro MicroSystems. โ€œIn addition to record quarters in both our automotive and industrial end markets, our strategic focus area of E-Mobility (xEV and ADAS) expanded to an all-time high of 41% of automotive sales. We also demonstrated significant operating leverage in our model that contributed to strong bottom-line growth. The markets and applications we serve are underpinned by strong secular trends that we believe will continue to expand and drive growth for Allegro in both the near-term and over the next decade. In addition to our strategic alignment with these fast-growing markets, I believe we are uniquely positioned to address an even larger opportunity to enable our customersโ€™ transition to a more autonomous and sustainable future.โ€

Business Summary

Automotive net sales increased 5% sequentially and 25% year-over-year and represented 66% of net sales in the quarter. Growth in automotive sales was driven by strong demand in E-Mobility, including IC solutions for xEV Inverter and On-Board-Charging applications, which expanded to a record 41% of automotive net sales.

Industrial net sales increased 20% sequentially and 33% year-over-year to 20% of net sales in the quarter. Record industrial net sales in the quarter was primarily driven by continued momentum for the Companyโ€™s solutions in strategic end markets, including Industry 4.0, Clean Energy, EV Charging and Data Center.

Second quarter net sales into Other markets, which includes computing, consumer and smart home, increased sequentially and year-over-year to $32.1 million, or 14% of total net sales.

Outlook

For the third quarter ending December 23, 2022, the Company expects total net sales to be in the range of $240 million to $250 million. Non-GAAP gross margin is expected to be approximately 56.0%, non-GAAP operating expenses are anticipated to be approximately 28% of net sales, and non-GAAP earnings per diluted share are expected to be in the range of $0.31 to $0.33.

Allegro has not provided a reconciliation of its third fiscal quarter outlook for non-GAAP gross margin, non-GAAP operating expenses 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 Allegroโ€™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 27, 2022 at 8:30 a.m. Eastern time. Vineet Nargolwala, President and Chief Executive Officer, and Derek Dโ€™Antilio, Chief Financial Officer, will discuss Allegroโ€™s financial results.

The webcast will be available on the Investor Relations section of the Companyโ€™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 (โ€œICsโ€) and application-specific analog power ICs enabling emerging technologies in the automotive and industrial markets. Allegroโ€™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 our expected financial performance for our third fiscal quarter ending December 23, 2022. In some cases, you can identify forward-looking statements by terms such as โ€œanticipate,โ€ โ€œbelieve,โ€ โ€œcould,โ€ โ€œexpect,โ€ โ€œshould,โ€ โ€œplan,โ€ โ€œintend,โ€ โ€œestimate,โ€ โ€œtarget,โ€ โ€œmission,โ€ โ€œmay,โ€ โ€œwill,โ€ โ€œwould,โ€ โ€œproject,โ€ โ€œpredict,โ€ โ€œcontemplate,โ€ โ€œpotential,โ€ or the negative thereof and similar words and expressions.

Forward-looking statements are based on managementโ€™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 reliance on a limited number of third-party wafer fabrication facilities and suppliers of other materials; our failure to adjust purchase commitments, supply chain volume and inventory management based on changing market conditions or customer demand; shifts in our product mix or customer mix, which could negatively impact our gross margin; the cyclical nature of the analog semiconductor industry; our ability to compensate for decreases in average selling prices of our products and increases in input costs; increases in inflation rates or sustained periods of inflation in the markets in which we operate; any disruptions at our primary third-party wafer fabrication facilities; 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; 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 dependence on manufacturing operations in the Philippines; our reliance on distributors to generate sales; COVID-19 induced lock-downs and suppression on our supply chain and customer demand; our ability to develop new product features or new products in a timely and cost-effective manner; our ability to manage growth; any slowdown in the growth of our end markets; the loss of one or more significant customers; our ability to meet customersโ€™ 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 dependence on international customers and operations; the availability of rebates, tax credits and other financial incentives on end-user demands for certain products; 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; the volatility of currency exchange rates; our indebtedness may limit our flexibility to operate our business; our ability to retain key and highly skilled personnel; 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 or those of our third-party service providers; our principal stockholders have substantial control over us; the inapplicability of the โ€œcorporate opportunityโ€ doctrine to any director or stockholder who is not employed by us; the dilutive impact on the price of our shares upon future issuance by us or future sales by our stockholders; our lack of intent to declare or pay dividends for the foreseeable future; anti-takeover provisions in our organizational documents and under the General Corporation Law of the State of Delaware; the exclusive forum provision in our Certificate of Incorporation for disputes with stockholders; our inability to design, implement or maintain effective internal control over financial reporting; changes in tax rates or the adoption of new tax legislation; and other important factors discussed under the caption โ€œRisk Factorsโ€ in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (โ€œSECโ€) on May 18, 2022, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on August 29, 2022, as any such factors may be updated from time to time in our other filings with the SEC, which are accessible on the SECโ€™s website at www.sec.gov and the Investors Relations page of our website at investors.allegromicro.com.


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

ย Three-Month Period Endedย Six-Month Period Ended
ย September 23,
2022
ย September 24,
2021
ย September 23,
2022
ย September 24,
2021
Net sales$192,640ย ย $156,445ย ย $368,684ย ย $309,134ย 
Net sales to related partyย 45,026ย ย ย 37,165ย ย ย 86,735ย ย ย 72,618ย 
Total net salesย 237,666ย ย ย 193,610ย ย ย 455,419ย ย ย 381,752ย 
Cost of goods soldย 105,644ย ย ย 91,078ย ย ย 205,023ย ย ย 185,060ย 
Gross profitย 132,022ย ย ย 102,532ย ย ย 250,396ย ย ย 196,692ย 
Operating expenses:ย ย ย ย ย ย ย 
Research and developmentย 35,567ย ย ย 29,590ย ย ย 69,424ย ย ย 59,144ย 
Selling, general and administrativeย 39,117ย ย ย 34,088ย ย ย 109,097ย ย ย 66,152ย 
Change in fair value of contingent considerationย (2,500)ย ย 300ย ย ย (2,700)ย ย 600ย 
Total operating expensesย 72,184ย ย ย 63,978ย ย ย 175,821ย ย ย 125,896ย 
Operating incomeย 59,838ย ย ย 38,554ย ย ย 74,575ย ย ย 70,796ย 
Other income (expense):ย ย ย ย ย ย ย 
Interest expenseย (531)ย ย (1,228)ย ย (968)ย ย (1,654)
Interest incomeย 467ย ย ย 78ย ย ย 784ย ย ย 159ย 
Foreign currency transaction gain (loss)ย 266ย ย ย 202ย ย ย 2,190ย ย ย (52)
(Loss) income in earnings of equity investmentย (1,029)ย ย 226ย ย ย (1,893)ย ย 505ย 
Other, netย 75ย ย ย 1,534ย ย ย (3,354)ย ย 1,582ย 
Income before income taxesย 59,086ย ย ย 39,366ย ย ย 71,334ย ย ย 71,336ย 
Income tax provisionย 8,438ย ย ย 6,143ย ย ย 10,403ย ย ย 10,406ย 
Net incomeย 50,648ย ย ย 33,223ย ย ย 60,931ย ย ย 60,930ย 
Net income attributable to non-controlling interestsย 34ย ย ย 37ย ย ย 70ย ย ย 75ย 
Net income attributable to Allegro MicroSystems, Inc.$50,614ย ย $33,186ย ย $60,861ย ย $60,855ย 
Net income attributable to Allegro MicroSystems, Inc. per share:ย ย ย ย ย ย ย 
Basic$0.26ย ย $0.17ย ย $0.32ย ย $0.32ย 
Diluted$0.26ย ย $0.17ย ย $0.32ย ย $0.32ย 
Weighted average shares outstanding:ย ย ย ย ย ย ย 
Basicย 191,284,631ย ย ย 189,673,788ย ย ย 190,959,616ย ย ย 189,629,535ย 
Dilutedย 192,639,576ย ย ย 191,676,422ย ย ย 192,654,097ย ย ย 191,416,250ย 


Supplemental Schedule of Total Net Sales

The following table summarizes total net sales by market within the Companyโ€™s unaudited consolidated statements of operations:

ย Three-Month Period Endedย Changeย Six-Month Period Endedย Change
ย September 23,
2022
ย September 24,
2021
ย Amountย %ย September 23,
2022
ย September 24,
2021
ย Amountย %
ย (Dollars in thousands)
Automotive$157,398ย $126,031ย $31,367ย 24.9%ย $307,047ย $259,554ย $47,493ย 18.3%
Industrialย 48,176ย ย 36,321ย ย 11,855ย 32.6%ย ย 88,316ย ย 66,630ย ย 21,686ย 32.5%
Otherย 32,092ย ย 31,258ย ย 834ย 2.7%ย ย 60,056ย ย 55,568ย ย 4,488ย 8.1%
Total net sales$237,666ย $193,610ย $44,056ย 22.8%ย $455,419ย $381,752ย $73,667ย 19.3%


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:

ย Three-Month Period Endedย Six-Month Period Ended
(In thousands)September 23,
2022
ย September 24,
2021
ย September 23,
2022
ย September 24,
2021
Cost of sales$1,124ย $722ย $1,956ย $1,250
Research and developmentย 1,711ย ย 1,043ย ย 2,839ย ย 1,795
Selling, general and administrativeย 5,369ย ย 4,431ย ย 37,545ย ย 7,982
Total stock-based compensation$8,204ย $6,196ย $42,340ย $11,027


Supplemental Schedule of Acquisition Related Intangible Amortization Costs

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

ย Three-Month Period Endedย Six-Month Period Ended
(In thousands)September 23,
2022
ย September 24,
2021
ย September 23,
2022
ย September 24,
2021
Cost of sales$378ย $273ย ย 651ย ย 546
Selling, general and administrativeย 23ย ย 16ย ย 45ย ย 45
Total intangible amortization$401ย $289ย $696ย $591


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

ย September 23,
2022
ย March 25,
2022
Assetsย ย ย 
Current assets:ย ย ย 
Cash and cash equivalents$293,588ย ย $282,383ย 
Restricted cashย 9,694ย ย ย 7,416ย 
Trade accounts receivable, net of provision for expected credit losses of $189 and $105 at Septemberย 23, 2022 and Marchย 25, 2022, respectivelyย 86,669ย ย ย 87,359ย 
Trade and other accounts receivable due from related partyย 32,528ย ย ย 27,360ย 
Accounts receivable โ€“ otherย 1,598ย ย ย 4,144ย 
Inventoriesย 98,426ย ย ย 86,160ย 
Prepaid expenses and other current assetsย 19,232ย ย ย 14,995ย 
Current portion of related party note receivableย 3,750ย ย ย 1,875ย 
Total current assetsย 545,485ย ย ย 511,692ย 
Property, plant and equipment, netย 219,240ย ย ย 210,028ย 
Operating lease right-of-use assetsย 14,002ย ย ย 16,049ย 
Deferred income tax assetsย 33,786ย ย ย 17,967ย 
Goodwillย 28,037ย ย ย 20,009ย 
Intangible assets, netย 52,268ย ย ย 35,970ย 
Related party note receivable, less current portionย 10,313ย ย ย 5,625ย 
Equity investment in related partyย 25,778ย ย ย 27,671ย 
Other assetsย 50,893ย ย ย 47,609ย 
Total assets$979,802ย ย $892,620ย 
Liabilities, Non-Controlling Interest and Stockholders' Equityย ย ย 
Current liabilities:ย ย ย 
Trade accounts payable$40,620ย ย $29,836ย 
Amounts due to related partyย 4,709ย ย ย 5,222ย 
Accrued expenses and other current liabilitiesย 63,941ย ย ย 65,459ย 
Current portion of operating lease liabilitiesย 3,484ย ย ย 3,706ย 
Total current liabilitiesย 112,754ย ย ย 104,223ย 
Obligations due under Senior Secured Credit Facilitiesย 25,000ย ย ย 25,000ย 
Operating lease liabilities, less current portionย 10,870ย ย ย 12,748ย 
Deferred income tax liabilitiesย 4,140ย ย ย โ€”ย 
Other long-term liabilitiesย 11,163ย ย ย 15,286ย 
Total liabilitiesย 163,927ย ย ย 157,257ย 
Commitments and contingenciesย ย ย 
Stockholders' Equity:ย ย ย 
Preferred Stock, $0.01 par value; 20,000,000 shares authorized, no shares issued or outstanding at Septemberย 23, 2022 and Marchย 25, 2022ย โ€”ย ย ย โ€”ย 
Common stock, $0.01 par value; 1,000,000,000 shares authorized, 191,308,141 shares issued and outstanding at Septemberย 23, 2022; 1,000,000,000 shares authorized, 190,473,595 issued and outstanding at Marchย 25, 2022ย 1,913ย ย ย 1,905ย 
Additional paid-in capitalย 662,082ย ย ย 627,792ย 
Retained earningsย 183,819ย ย ย 122,958ย 
Accumulated other comprehensive lossย (33,028)ย ย (18,448)
Equity attributable to Allegro MicroSystems, Inc.ย 814,786ย ย ย 734,207ย 
Non-controlling interestsย 1,089ย ย ย 1,156ย 
Total stockholdersโ€™ equityย 815,875ย ย ย 735,363ย 
Total liabilities, non-controlling interest and stockholders' equity$979,802ย ย $892,620ย 


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

ย Six-Month Period Ended
ย September 23,
2022
ย September 24,
2021
CASH FLOWS FROM OPERATING ACTIVITIES:ย ย ย 
Net income$60,931ย ย $60,930ย 
Adjustments to reconcile net income to net cash provided by operating activities:ย ย ย 
Depreciation and amortizationย 24,125ย ย ย 24,511ย 
Amortization of deferred financing costsย 49ย ย ย 25ย 
Deferred income taxesย (16,431)ย ย (2,246)
Stock-based compensationย 42,340ย ย ย 11,027ย 
Loss (gain) on disposal of assetsย 250ย ย ย (330)
Change in fair value of contingent considerationย (2,700)ย ย 600ย 
Provisions for inventory and receivables reservesย 232ย ย ย 2,869ย 
Unrealized loss (gain) on marketable securitiesย 3,458ย ย ย (978)
Changes in operating assets and liabilities:ย ย ย 
Trade accounts receivableย 5,520ย ย ย (2,299)
Accounts receivable - otherย 2,546ย ย ย 181ย 
Inventoriesย (17,328)ย ย 4,415ย 
Prepaid expenses and other assetsย (9,470)ย ย (6,761)
Trade accounts payableย 8,928ย ย ย (6,188)
Due to/from related partiesย (5,681)ย ย 1,312ย 
Accrued expenses and other current and long-term liabilitiesย (4,264)ย ย (17,192)
Net cash provided by operating activitiesย 92,505ย ย ย 69,876ย 
CASH FLOWS FROM INVESTING ACTIVITIES:ย ย ย 
Purchases of property, plant and equipmentย (35,220)ย ย (33,821)
Acquisition of business, net of cash acquiredย (20,429)ย ย (12,549)
Proceeds from sales of property, plant and equipmentย โ€”ย ย ย 27,407ย 
Investments in marketable securitiesย โ€”ย ย ย (4,334)
Net cash used in investing activitiesย (55,649)ย ย (23,297)
CASH FLOWS FROM FINANCING ACTIVITIES:ย ย ย 
Loans made to related partyย (7,500)ย ย โ€”ย 
Receipts on related party notes receivableย 937ย ย ย โ€”ย 
Payments for taxes related to net share settlement of equity awardsย (9,606)ย ย โ€”ย 
Proceeds from issuance of common stock under employee stock purchase planย 1,573ย ย ย 1,291ย 
Net cash (used in) provided by financing activitiesย (14,596)ย ย 1,291ย 
Effect of exchange rate changes on Cash and cash equivalents and Restricted cashย (8,777)ย ย 3,939ย 
Net increase in Cash and cash equivalents and Restricted cashย 13,483ย ย ย 51,809ย 
Cash and cash equivalents and Restricted cash at beginning of periodย 289,799ย ย ย 203,875ย 
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD:$303,282ย ย $255,684ย 
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:ย ย ย 
Cash and cash equivalents at beginning of period$282,383ย ย $197,214ย 
Restricted cash at beginning of periodย 7,416ย ย ย 6,661ย 
Cash and cash equivalents and Restricted cash at beginning of period$289,799ย ย $203,875ย 
Cash and cash equivalents at end of periodย 293,588ย ย ย 248,579ย 
Restricted cash at end of periodย 9,694ย ย ย 7,105ย 
Cash and cash equivalents and Restricted cash at end of period$303,282ย ย $255,684ย 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:ย ย ย 
Noncash transactions:ย ย ย 
Property, plant and equipment purchases included in trade accounts payable$(3,877)ย $(3,183)
Noncash lease liabilities arising from obtaining right-of-use assetsย 374ย ย ย 699ย 
ย ย ย ย ย ย ย ย 

Non-GAAP Financial Measures

In addition to the measures presented in our consolidated financial statements, we regularly review other measures, 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 measures 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 โ€œNon-GAAP Financial Measuresโ€). 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 investorsโ€™ 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;
  • certain 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 being adjusted 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.

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 impairmentโ€”Represents costs related to the discontinuation of one of our product lines manufactured by Voxtel.
  • Stock-based compensationโ€”Represents non-cash expenses arising from the grant of stock-based awards. A significant portion of the cost included in fiscal year 2023 related to retirement of the former CEO.
  • AMTC Facility consolidation one-time costsโ€”Represents one-time costs incurred in connection with closing of the AMTC Facility and transitioning of test and assembly functions to 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 as of the end of March 2021, and we sold the AMTC Facility in August 2021.
  • Amortization of acquisition-related intangible assetsโ€”Represents non-cash expenses associated with the amortization of intangible assets in connection with the acquisition of Voxtel, which closed in August 2020 and Heyday Integrated Circuits (โ€œHeydayโ€), which closed in September 2022.
  • COVID-19 related expensesโ€”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 through fiscal year 2022.

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 feesโ€”Represents transaction-related legal and consulting fees incurred primarily in connection with (i) one-time transaction-related legal, consulting and registration fees related to a secondary offering on behalf of certain stockholders in fiscal 2022, (ii) one-time transaction-related legal and consulting fees in fiscal 2023 and 2022 not related to (i), and (iii) the acquisition of Heyday.
  • Severanceโ€”Represents severance costs associated with (i) 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, (ii) costs related to the discontinuation of one of our product lines manufactured by Voxtel in fiscal year 2022, and (iii) nonrecurring separation costs related to the departures of executive officers in fiscal years 2023 and 2022.
  • Change in fair value of contingent considerationโ€”Represents the change in fair value of contingent consideration payable in connection with the acquisition of Voxtel.

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 loss (gain) on sale of equipmentโ€”Represents non-core miscellaneous losses and gains on the sale of equipment.
  • Foreign currency translation (gain) lossโ€”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.
  • (Loss) income in earnings of equity investmentโ€”Represents our equity method investment in Polar Semiconductor, LLC (โ€œPSLโ€).
  • Unrealized (gain) loss on investmentsโ€”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 Income Taxes 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 resultsโ€”Represents the estimated income tax effect of the adjustments to non-GAAP Profit Before Tax described above and elimination of discrete tax adjustments.

ย ย Three-Month Period Endedย Six-Month Period Ended
ย ย September 23,
2022
ย June 24,
2022
ย September 24,
2021
ย September 23,
2022
ย September 24,
2021
ย ย (Dollars in thousands)
Reconciliation of Non-GAAP Gross Profit ย ย ย ย ย ย ย ย ย ย 
ย ย ย ย ย ย ย ย ย ย ย 
GAAP Gross Profit ย $132,022ย ย $118,374ย ย $102,532ย ย $250,396ย ย $196,692ย 
ย ย ย ย ย ย ย ย ย ย ย 
Voxtel inventory impairmentย ย โ€”ย ย ย โ€”ย ย ย 271ย ย ย โ€”ย ย ย 3,106ย 
Stock-based compensationย ย 1,124ย ย ย 832ย ย ย 722ย ย ย 1,956ย ย ย 1,250ย 
AMTC Facility consolidation one-time costsย ย โ€”ย ย ย โ€”ย ย ย 7ย ย ย โ€”ย ย ย 144ย 
Amortization of acquisition-related intangible assetsย ย 378ย ย ย 273ย ย ย 273ย ย ย 651ย ย ย 546ย 
COVID-19 related expensesย ย โ€”ย ย ย โ€”ย ย ย 316ย ย ย โ€”ย ย ย 659ย 
Total Non-GAAP Adjustmentsย $1,502ย ย $1,105ย ย $1,589ย ย $2,607ย ย $5,705ย 
ย ย ย ย ย ย ย ย ย ย ย 
Non-GAAP Gross Profitย $133,524ย ย $119,479ย ย $104,121ย ย $253,003ย ย $202,397ย 
Non-GAAP Gross Marginย ย 56.2%ย ย ย 54.9%ย ย ย 53.8%ย ย ย 55.6%ย ย ย 53.0%ย 


ย ย Three-Month Period Endedย Six-Month Period Ended
ย ย September 23,
2022
ย June 24,
2022
ย September 24,
2021
ย September 23,
2022
ย September 24,
2021
ย ย (Dollars in thousands)
Reconciliation of Non-GAAP Operating Expenses ย ย ย ย ย ย ย ย ย ย 
ย ย ย ย ย ย ย ย ย ย ย 
GAAP Operating Expensesย $72,184ย ย $103,637ย ย $63,978ย $175,821ย ย $125,896
ย ย ย ย ย ย ย ย ย ย ย 
Research and Development Expensesย ย ย ย ย ย ย ย ย ย 
GAAP Research and Development Expensesย ย 35,567ย ย ย 33,857ย ย ย 29,590ย ย 69,424ย ย ย 59,144
Stock-based compensationย ย 1,711ย ย ย 1,128ย ย ย 1,043ย ย 2,839ย ย ย 1,795
AMTC Facility consolidation one-time costsย ย โ€”ย ย ย โ€”ย ย ย โ€”ย ย โ€”ย ย ย 2
COVID-19 related expensesย ย โ€”ย ย ย โ€”ย ย ย 8ย ย โ€”ย ย ย 14
Transaction feesย ย 201ย ย ย 202ย ย ย โ€”ย ย 403ย ย ย โ€”
Non-GAAP Research and Development Expensesย ย 33,655ย ย ย 32,527ย ย ย 28,539ย ย 66,182ย ย ย 57,333
ย ย ย ย ย ย ย ย ย ย ย 
Selling, General and Administrative Expensesย ย ย ย ย ย ย ย ย ย 
GAAP Selling, General and Administrative Expensesย ย 39,117ย ย ย 69,980ย ย ย 34,088ย ย 109,097ย ย ย 66,152
Stock-based compensationย ย 5,369ย ย ย 32,176ย ย ย 4,431ย ย 37,545ย ย ย 7,982
AMTC Facility consolidation one-time costsย ย 90ย ย ย 96ย ย ย 151ย ย 186ย ย ย 475
Amortization of acquisition-related intangible assetsย ย 23ย ย ย 22ย ย ย 16ย ย 45ย ย ย 45
COVID-19 related expensesย ย โ€”ย ย ย โ€”ย ย ย 551ย ย โ€”ย ย ย 932
Transaction feesย ย 63ย ย ย 1,597ย ย ย 6ย ย 1,660ย ย ย 29
Severanceย ย โ€”ย ย ย 4,186ย ย ย โ€”ย ย 4,186ย ย ย 168
Non-GAAP Selling, General and Administrative Expensesย ย 33,572ย ย ย 31,903ย ย ย 28,933ย ย 65,475ย ย ย 56,521
ย ย ย ย ย ย ย ย ย ย ย 
Change in fair value of contingent considerationย ย (2,500)ย ย (200)ย ย 300ย ย (2,700)ย ย 600
ย ย ย ย ย ย ย ย ย ย ย 
Total Non-GAAP Adjustmentsย ย 4,957ย ย ย 39,207ย ย ย 6,506ย ย 44,164ย ย ย 12,042
ย ย ย ย ย ย ย ย ย ย ย 
Non-GAAP Operating Expensesย $67,227ย ย $64,430ย ย $57,472ย $131,657ย ย $113,854


ย ย Three-Month Period Endedย Six-Month Period Ended
ย ย September 23,
2022
ย June 24,
2022
ย September 24,
2021
ย September 23,
2022
ย September 24,
2021
ย ย (Dollars in thousands)
Reconciliation of Non-GAAP Operating Income ย ย ย ย ย ย ย ย ย ย 
ย ย ย ย ย ย ย ย ย ย ย 
GAAP Operating Income ย $59,838ย ย $14,737ย ย $38,554ย ย $74,575ย ย $70,796ย 
ย ย ย ย ย ย ย ย ย ย ย 
Voxtel inventory impairmentย ย โ€”ย ย ย โ€”ย ย ย 271ย ย ย โ€”ย ย ย 3,106ย 
Stock-based compensationย ย 8,204ย ย ย 34,136ย ย ย 6,196ย ย ย 42,340ย ย ย 11,027ย 
AMTC Facility consolidation one-time costsย ย 90ย ย ย 96ย ย ย 158ย ย ย 186ย ย ย 621ย 
Amortization of acquisition-related intangible assetsย ย 401ย ย ย 295ย ย ย 289ย ย ย 696ย ย ย 591ย 
COVID-19 related expensesย ย โ€”ย ย ย โ€”ย ย ย 875ย ย ย โ€”ย ย ย 1,605ย 
Change in fair value of contingent considerationย ย (2,500)ย ย (200)ย ย 300ย ย ย (2,700)ย ย 600ย 
Transaction feesย ย 264ย ย ย 1,799ย ย ย 6ย ย ย 2,063ย ย ย 29ย 
Severanceย ย โ€”ย ย ย 4,186ย ย ย โ€”ย ย ย 4,186ย ย ย 168ย 
Total Non-GAAP Adjustmentsย $6,459ย ย $40,312ย ย $8,095ย ย $46,771ย ย $17,747ย 
ย ย ย ย ย ย ย ย ย ย ย 
Non-GAAP Operating Incomeย $66,297ย ย $55,049ย ย $46,649ย ย $121,346ย ย $88,543ย 
Non-GAAP Operating Margin (% of net sales) ย ย 27.9%ย ย ย 25.3%ย ย ย 24.1%ย ย ย 26.6%ย ย ย 23.2%ย 


ย ย Three-Month Period Endedย Six-Month Period Ended
ย ย September 23,
2022
ย June 24,
2022
ย September 24,
2021
ย September 23,
2022
ย September 24,
2021
ย ย (Dollars in thousands)
Reconciliation of EBITDA and Adjusted EBITDAย ย ย ย ย ย ย ย ย ย 
ย ย ย ย ย ย ย ย ย ย ย 
GAAP Net Incomeย $50,648ย ย $10,283ย ย $33,223ย ย $60,931ย ย $60,930ย 
ย ย ย ย ย ย ย ย ย ย ย 
Interest expenseย ย 531ย ย ย 437ย ย ย 1,228ย ย ย 968ย ย ย 1,654ย 
Interest incomeย ย (467)ย ย (317)ย ย (78)ย ย (784)ย ย (159)
Income tax provisionย ย 8,438ย ย ย 1,965ย ย ย 6,143ย ย ย 10,403ย ย ย 10,406ย 
Depreciation & amortizationย ย 12,207ย ย ย 11,918ย ย ย 12,339ย ย ย 24,125ย ย ย 24,511ย 
EBITDA ย $71,357ย ย $24,286ย ย $52,855ย ย $95,643ย ย $97,342ย 
ย ย ย ย ย ย ย ย ย ย ย 
Non-core loss (gain) on sale of equipmentย ย 253ย ย ย (3)ย ย (296)ย ย 250ย ย ย (331)
Voxtel inventory impairmentย ย โ€”ย ย ย โ€”ย ย ย 271ย ย ย โ€”ย ย ย 3,106ย 
Foreign currency translation (gain) lossย ย (266)ย ย (1,924)ย ย (202)ย ย (2,190)ย ย 52ย 
Loss (income) in earnings of equity investmentย ย 1,029ย ย ย 864ย ย ย (226)ย ย 1,893ย ย ย (505)
Unrealized (gain) loss on investmentsย ย (28)ย ย 3,486ย ย ย (978)ย ย 3,458ย ย ย (978)
Stock-based compensationย ย 8,204ย ย ย 34,136ย ย ย 6,196ย ย ย 42,340ย ย ย 11,027ย 
AMTC Facility consolidation one-time costsย ย 90ย ย ย 96ย ย ย 158ย ย ย 186ย ย ย 621ย 
COVID-19 related expensesย ย โ€”ย ย ย โ€”ย ย ย 875ย ย ย โ€”ย ย ย 1,605ย 
Change in fair value of contingent considerationย ย (2,500)ย ย (200)ย ย 300ย ย ย (2,700)ย ย 600ย 
Transaction feesย ย 264ย ย ย 1,799ย ย ย 6ย ย ย 2,063ย ย ย 29ย 
Severanceย ย โ€”ย ย ย 4,186ย ย ย โ€”ย ย ย 4,186ย ย ย 168ย 
Adjusted EBITDAย $78,403ย ย $66,726ย ย $58,959ย ย $145,129ย ย $112,736ย 
Adjusted EBITDA Margin (% of net sales)ย ย 33.0%ย ย ย 30.6%ย ย ย 30.5%ย ย ย 31.9%ย ย ย 29.5%ย 


ย ย Three-Month Period Endedย Six-Month Period Ended
ย ย September 23,
2022
ย June 24,
2022
ย September 24,
2021
ย September 23,
2022
ย September 24,
2021
ย ย (Dollars in thousands)
Reconciliation of Non-GAAP Profit before Taxย ย ย ย ย ย ย ย ย ย 
ย ย ย ย ย ย ย ย ย ย ย 
GAAP Income before Tax Provisionย $59,086ย ย $12,248ย ย $39,366ย ย $71,334ย ย $71,336ย 
ย ย ย ย ย ย ย ย ย ย ย 
Non-core loss (gain) on sale of equipmentย ย 253ย ย ย (3)ย ย (296)ย ย 250ย ย ย (331)
Voxtel inventory impairmentย ย โ€”ย ย ย โ€”ย ย ย 271ย ย ย โ€”ย ย ย 3,106ย 
Foreign currency translation (gain) lossย ย (266)ย ย (1,924)ย ย (202)ย ย (2,190)ย ย 52ย 
Loss (income) in earnings of equity investmentย ย 1,029ย ย ย 864ย ย ย (226)ย ย 1,893ย ย ย (505)
Unrealized (gain) loss on investmentsย ย (28)ย ย 3,486ย ย ย (978)ย ย 3,458ย ย ย (978)
Stock-based compensationย ย 8,204ย ย ย 34,136ย ย ย 6,196ย ย ย 42,340ย ย ย 11,027ย 
AMTC Facility consolidation one-time costsย ย 90ย ย ย 96ย ย ย 158ย ย ย 186ย ย ย 621ย 
Amortization of acquisition-related intangible assetsย ย 401ย ย ย 295ย ย ย 289ย ย ย 696ย ย ย 591ย 
COVID-19 related expensesย ย โ€”ย ย ย โ€”ย ย ย 875ย ย ย โ€”ย ย ย 1,605ย 
Change in fair value of contingent considerationย ย (2,500)ย ย (200)ย ย 300ย ย ย (2,700)ย ย 600ย 
Transaction feesย ย 264ย ย ย 1,799ย ย ย 6ย ย ย 2,063ย ย ย 29ย 
Severanceย ย โ€”ย ย ย 4,186ย ย ย โ€”ย ย ย 4,186ย ย ย 168ย 
Total Non-GAAP Adjustmentsย $7,447ย ย $42,735ย ย $6,393ย ย $50,182ย ย $15,985ย 
ย ย ย ย ย ย ย ย ย ย ย 
Non-GAAP Profit before Taxย $66,533ย ย $54,983ย ย $45,759ย ย $121,516ย ย $87,321ย 


ย ย Three-Month Period Endedย Six-Month Period Ended
ย ย September 23,
2022
ย June 24,
2022
ย September 24,
2021
ย September 23,
2022
ย September 24,
2021
ย ย (Dollars in thousands)
Reconciliation of Non-GAAP Provision for Income Taxesย ย ย ย ย ย ย ย ย ย 
ย ย ย ย ย ย ย ย ย ย ย 
GAAP Income Tax Provisionย $8,438ย ย $1,965ย ย $6,143ย ย $10,403ย ย $10,406ย 
GAAP effective tax rateย ย 14.3%ย ย 16.0%ย ย 15.6%ย ย 14.6%ย ย 14.6%
ย ย ย ย ย ย ย ย ย ย ย 
Tax effect of adjustments to GAAP resultsย ย (1,663)ย ย 5,900ย ย ย 946ย ย ย 4,237ย ย ย 3,037ย 
ย ย ย ย ย ย ย ย ย ย ย 
Non-GAAP Provision for Income Taxesย $6,775ย ย $7,865ย ย $7,089ย ย $14,640ย ย $13,443ย 
Non-GAAP effective tax rate ย ย 10.2%ย ย ย 14.3%ย ย ย 15.5%ย ย ย 12.0%ย ย ย 15.4%ย 


ย ย Three-Month Period Endedย Six-Month Period Ended
ย ย September 23,
2022
ย June 24,
2022
ย September 24,
2021
ย September 23,
2022
ย September 24,
2021
ย ย (Dollars in thousands)
Reconciliation of Non-GAAP Net Incomeย ย ย ย ย ย ย ย ย ย 
ย ย ย ย ย ย ย ย ย ย ย 
GAAP Net Income ย $50,648ย ย $10,283ย ย $33,223ย ย $60,931ย ย $60,930ย 
GAAP Basic Earnings per Shareย $0.26ย ย $0.05ย ย $0.18ย ย $0.32ย ย $0.32ย 
GAAP Diluted Earnings per Shareย $0.26ย ย $0.05ย ย $0.17ย ย $0.32ย ย $0.32ย 
ย ย ย ย ย ย ย ย ย ย ย 
Non-core loss (gain) on sale of equipmentย ย 253ย ย ย (3)ย ย (296)ย ย 250ย ย ย (331)
Voxtel inventory impairmentย ย โ€”ย ย ย โ€”ย ย ย 271ย ย ย โ€”ย ย ย 3,106ย 
Foreign currency translation (gain) lossย ย (266)ย ย (1,924)ย ย (202)ย ย (2,190)ย ย 52ย 
Loss (income) in earnings of equity investmentย ย 1,029ย ย ย 864ย ย ย (226)ย ย 1,893ย ย ย (505)
Unrealized (gain) loss on investmentsย ย (28)ย ย 3,486ย ย ย (978)ย ย 3,458ย ย ย (978)
Stock-based compensationย ย 8,204ย ย ย 34,136ย ย ย 6,196ย ย ย 42,340ย ย ย 11,027ย 
AMTC Facility consolidation one-time costsย ย 90ย ย ย 96ย ย ย 158ย ย ย 186ย ย ย 621ย 
Amortization of acquisition-related intangible assetsย ย 401ย ย ย 295ย ย ย 289ย ย ย 696ย ย ย 591ย 
COVID-19 related expensesย ย โ€”ย ย ย โ€”ย ย ย 875ย ย ย โ€”ย ย ย 1,605ย 
Change in fair value of contingent considerationย ย (2,500)ย ย (200)ย ย 300ย ย ย (2,700)ย ย 600ย 
Transaction feesย ย 264ย ย ย 1,799ย ย ย 6ย ย ย 2,063ย ย ย 29ย 
Severanceย ย โ€”ย ย ย 4,186ย ย ย โ€”ย ย ย 4,186ย ย ย 168ย 
Tax effect of adjustments to GAAP resultsย ย 1,663ย ย ย (5,900)ย ย (946)ย ย (4,237)ย ย (3,037)
ย ย ย ย ย ย ย ย ย ย ย 
Non-GAAP Net Incomeย $59,758ย ย $47,118ย ย $38,670ย ย $106,876ย ย $73,878ย 
Basic weighted average common sharesย ย 191,284,631ย ย ย 190,638,135ย ย ย 189,673,788ย ย ย 190,959,616ย ย ย 189,629,535ย 
Diluted weighted average common sharesย ย 192,639,576ย ย ย 192,406,276ย ย ย 191,676,422ย ย ย 192,654,097ย ย ย 191,416,250ย 
Non-GAAP Basic Earnings per Shareย $0.31ย ย $0.25ย ย $0.20ย ย $0.56ย ย $0.39ย 
Non-GAAP Diluted Earnings per Shareย $0.31ย ย $0.24ย ย $0.20ย ย $0.55ย ย $0.39ย 


Investor Contact:
Derek Dโ€™Antilio
Chief Financial Officer
Phone: (603) 626-2300
ddantilio@allegromicro.com


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