View:
United States securities and exchange commission logo
September 25, 2020
Christopher Brown
General Counsel
ALLEGRO MICROSYSTEMS INC
955 Perimeter Road
Manchester, New Hampshire 03103
Re: ALLEGRO
MICROSYSTEMS INC
Amendment No. 1 to
Draft Registration
Statement on Form S-1
Submitted September
11, 2020
CIK 0000866291
Dear Mr. Brown:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 filed
September 11, 2020
Non-GAAP Financial Metrics
Adjusted Gross Profit and Adjusted Gross Margin
Adjusted EBITDA and Adjusted EBITDA Margin, page 96
1. We have reviewed your
responses to comments 5 and 6 as well as your revised disclosure.
It appears that the
calculation of your non-GAAP measures include adjustments for
normal, recurring
operating expenses that were necessary to operate your business at the
time those costs were
incurred. Accordingly, please modify the calculation of Adjusted
EBITDA and, as
applicable, Adjusted Gross Profit as follows for each adjustment noted
below.
Christopher Brown
ALLEGRO MICROSYSTEMS INC
September 25, 2020
Page 2
AMTC Facility consolidation savings. Exclude all adjustments for
operating
expenses incurred.
Labor savings. Exclude all adjustments operating expenses,
including but not limited
to wages for employees whose positions were eliminated and the offset
of wages for
newly hired employees.
Please refer to Question 100.01 of the Non-GAAP Measures, Compliance and
Disclosure
Interpretations.
2. Please explain to us in more detail the nature of the following
adjustments you have made
to calculate Adjusted Gross Profit and Adjusted EBITDA and why this
results in measures
that are useful to investors. Clarify if any of the amounts reported for
these adjustments
was an estimate rather than an actual amount of a cost incurred,
including the following:
Loss (gain) from equity method investment
Inventory cost amortization
Foundry service payment
Polar & Sanken distribution agreement
3. We note that you include an adjustment for Severance in your calculation
of Adjusted
EBITDA and that your adjustments for Labor savings and AMTC Facility
consolidation
savings appear to also include amounts related to severance. Please
clearly describe to us
the nature and source of the severance amounts included in each line
item.
You may contact Kevin Stertzel at 202-551-3723 or Martin James at
202-551-3671 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Erin Purnell at 202-551-3454 or Geoffrey Kruczek at 202-551-3641 with
any other
questions.
Sincerely,
FirstName LastNameChristopher Brown
Division of
Corporation Finance
Comapany NameALLEGRO MICROSYSTEMS INC
Office of
Manufacturing
September 25, 2020 Page 2
cc: Keith L. Halverstam
FirstName LastName