algm-20230131
0000866291FALSE00008662912022-03-262023-03-31

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
_________________
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 31, 2023

ALLEGRO MICROSYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
_________________
Delaware001-3967546-2405937
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification No.)
955 Perimeter Road
Manchester,New Hampshire03103
(Address of principal executive offices)(Zip Code)

(603) 626-2300
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
_________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.01 per share
ALGM
The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 2.02.    Results of Operations and Financial Condition.
On January 31, 2023, Allegro MicroSystems, Inc. (the "Company") issued a press release announcing its financial results for the quarter ended December 23, 2022. The full text of the press release issued is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
Exhibit 99.1
Exhibit 104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned thereunto duly authorized.
ALLEGRO MICROSYSTEMS, INC.
Date:
January 31, 2023
By:
/s/ Derek P. D’Antilio
Derek P. D’Antilio
Senior Vice President, Chief Financial Officer and Treasurer

Document
Exhibit 99.1
Allegro MicroSystems Reports Fiscal Third Quarter 2023 Results
Achieves Record Quarter with Sales Increasing 33% and Earnings Expanding 96% Y-o-Y Led By Continued Strength in E-Mobility
Manchester, NH, January 31, 2023 – Allegro MicroSystems, Inc. (“Allegro” or the “Company”) (Nasdaq:ALGM), a global leader in sensing and power semiconductor solutions for motion control and energy efficient systems, today announced financial results for its third quarter 2023 that ended December 23, 2022.
Quarter Highlights:
Total net sales were a record $248.8 million, increasing 33% year-over-year.
Automotive net sales were a record $170.1 million, increasing 30.1% year-over-year.
Industrial net sales were a record $51.0 million, increasing 59.9% year-over-year.
GAAP and non-GAAP gross margins were a record 57.3% and 58.0%, respectively.
GAAP and non-GAAP operating margins were a record 26.4% and 30.3%, respectively.
GAAP and non-GAAP diluted earnings per share was $0.33 and $0.35, respectively.
“Our team delivered another quarter of record results. Momentum in e-Mobility applications, including xEV and ADAS, as well as strong demand across our magnetic sensor and power IC product portfolios continues to drive growth,” said Vineet Nargolwala, President and CEO of Allegro MicroSystems. “Sales in our Automotive business increased 30 percent year-over-year, with e-Mobility expanding to a record 43 percent of Automotive sales. We also achieved another record quarter in our Industrial business, led by ongoing growth in Clean Energy and Industrial Automation end markets. Complementing our top line performance, fiscal third quarter gross margin expanded to record levels due to higher sales of feature rich products as well as favorable foreign exchange. This allowed us to deliver record GAAP and non-GAAP operating margins of 26 and 30 percent, respectively in the quarter. Further highlighting our operating leverage, GAAP and non-GAAP diluted EPS increased 94 and 84 percent year-over-year, respectively. With Allegro’s strategic alignment to fast-growing secular megatrends, we expect to continue to outperform the broader end markets we serve.”
Business Summary
Automotive net sales increased 8.1% sequentially and 30.1% year-over-year, to 68% 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 43% of total Automotive sales.
Industrial net sales increased 5.9% sequentially and 59.9% year-over-year to 21% of net sales in the quarter. Record Industrial net sales in the quarter was primarily driven by continued momentum for the Company’s solutions in strategic end markets, including Clean Energy and Industrial Automation.
Third quarter net sales into Other markets, which includes computing, consumer and smart home decreased sequentially, however, increased year-over-year to $27.7 million, or 11% of total net sales.
Outlook
For the fourth quarter ending March 31, 2023, the Company expects total net sales to be in the range of $260 million to $270 million. Non-GAAP gross margin is expected to be approximately 57.0%, non-GAAP operating expenses are anticipated to be between 27 percent and 28 percent of net sales, and non-GAAP earnings per diluted share are expected to be in the range of $0.35 to $0.37.
Allegro has not provided a reconciliation of its fourth 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 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 Tuesday, January 31, 2023 at 8:30 a.m. Eastern time. Vineet Nargolwala, President and Chief Executive Officer, and Derek D’Antilio, 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 90 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 our expected financial performance for our fourth fiscal quarter ending March 31, 2023. 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,” “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 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 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 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 “corporate opportunity” 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 “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) 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 SEC’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)
Three-Month Period EndedNine-Month Period Ended
December 23,
2022
December 24,
2021
December 23,
2022
December 24,
2021
Net sales$203,672 $147,168 $572,356 $456,302 
Net sales to related party45,117 39,461 131,852 112,079 
Total net sales248,789 186,629 704,208 568,381 
Cost of goods sold84,776 66,675 247,805 214,811 
Cost of goods sold to related party21,419 18,789 63,413 55,713 
Gross profit142,594 101,165 392,990 297,857 
Operating expenses:
Research and development39,593 30,297 109,017 89,441 
Selling, general and administrative37,373 37,963 146,470 104,115 
Change in fair value of contingent consideration— (2,700)(2,700)(2,100)
Total operating expenses76,966 65,560 252,787 191,456 
Operating income65,628 35,605 140,203 106,401 
Other income (expense):
Interest expense(613)(427)(1,581)(2,081)
Interest income360 158 1,144 317 
Foreign currency transaction gain (loss)407 (3)2,597 (55)
Income in earnings of equity investment2,190 287 297 792 
Other, net4,119 3,634 765 5,216 
Income before income taxes72,091 39,254 143,425 110,590 
Income tax provision7,540 6,281 17,943 16,687 
Net income64,551 32,973 125,482 93,903 
Net income attributable to non-controlling interests32 37 102 112 
Net income attributable to Allegro MicroSystems, Inc.$64,519 $32,936 $125,380 $93,791 
Net income attributable to Allegro MicroSystems, Inc. per share:
Basic$0.34 $0.17 $0.66 $0.49 
Diluted$0.33 $0.17 $0.65 $0.49 
Weighted average shares outstanding:
Basic191,328,538 189,736,901 191,082,141 189,665,324 
Diluted193,935,908 192,068,222 193,100,762 191,678,951 



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 EndedChangeNine-Month Period EndedChange
December 23,
2022
December 24,
2021
Amount%December 23,
2022
December 24,
2021
Amount%
(Dollars in thousands)
Automotive$170,107 $130,797 $39,310 30.1 %$477,154 $390,351 $86,803 22.2 %
Industrial51,014 31,903 19,111 59.9 %139,330 98,533 40,797 41.4 %
Other27,668 23,929 3,739 15.6 %87,724 79,497 8,227 10.3 %
Total net sales$248,789 $186,629 $62,160 33.3 %$704,208 $568,381 $135,827 23.9 %
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 EndedNine-Month Period Ended
(In thousands)December 23,
2022
December 24,
2021
December 23,
2022
December 24,
2021
Cost of sales$1,156 $742 $3,112 $1,992 
Research and development3,174 1,019 6,013 2,814 
Selling, general and administrative4,572 5,859 42,117 13,841 
Total stock-based compensation$8,902 $7,620 $51,242 $18,647 
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:
Three-Month Period EndedNine-Month Period Ended
(In thousands)December 23,
2022
December 24,
2021
December 23,
2022
December 24,
2021
Cost of sales$589 $273 1,240 819 
Selling, general and administrative23 23 68 68 
Total intangible amortization$612 $296 $1,308 $887 



ALLEGRO MICROSYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)
(Unaudited)
December 23,
2022
March 25,
2022
Assets
Current assets:
Cash and cash equivalents$334,306 $282,383 
Restricted cash9,822 7,416 
Trade accounts receivable, net of provision for expected credit losses of $147 and $105 at December 23, 2022 and March 25, 2022, respectively97,225 87,359 
Trade and other accounts receivable due from related party31,070 27,360 
Accounts receivable – other2,169 4,144 
Inventories119,580 86,160 
Prepaid expenses and other current assets22,030 14,995 
Current portion of related party note receivable3,750 1,875 
Total current assets619,952 511,692 
Property, plant and equipment, net232,076 210,028 
Operating lease right-of-use assets14,740 16,049 
Deferred income tax assets46,262 17,967 
Goodwill28,230 20,009 
Intangible assets, net53,130 35,970 
Related party note receivable, less current portion9,375 5,625 
Equity investment in related party27,968 27,671 
Other assets52,332 47,609 
Total assets$1,084,065 $892,620 
Liabilities, Non-Controlling Interest and Stockholders’ Equity
Current liabilities:
Trade accounts payable$49,945 $29,836 
Amounts due to related party5,659 5,222 
Accrued expenses and other current liabilities77,796 65,459 
Current portion of operating lease liabilities3,828 3,706 
Total current liabilities137,228 104,223 
Obligations due under Senior Secured Credit Facilities25,000 25,000 
Operating lease liabilities, less current portion11,358 12,748 
Deferred income tax liabilities4,438 — 
Other long-term liabilities11,485 15,286 
Total liabilities189,509 157,257 
Commitments and contingencies
Stockholders' Equity:
Preferred Stock, $0.01 par value; 20,000,000 shares authorized, no shares issued or outstanding at December 23, 2022 and March 25, 2022— — 
Common stock, $0.01 par value; 1,000,000,000 shares authorized, 191,435,869 shares issued and outstanding at December 23, 2022; 1,000,000,000 shares authorized, 190,473,595 issued and outstanding at March 25, 20221,914 1,905 
Additional paid-in capital667,908 627,792 
Retained earnings248,338 122,958 
Accumulated other comprehensive loss(24,781)(18,448)
Equity attributable to Allegro MicroSystems, Inc.893,379 734,207 
Non-controlling interests1,177 1,156 
Total stockholders’ equity894,556 735,363 
Total liabilities, non-controlling interest and stockholders’ equity$1,084,065 $892,620 



ALLEGRO MICROSYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
Nine-Month Period Ended
December 23,
2022
December 24,
2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$125,482 $93,903 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization36,705 36,522 
Amortization of deferred financing costs74 75 
Deferred income taxes(28,387)(3,061)
Stock-based compensation51,242 18,647 
Loss (gain) on disposal of assets287 (349)
Change in fair value of contingent consideration(2,700)(2,100)
Provisions for inventory and receivables reserves1,744 4,787 
Unrealized loss (gain) on marketable securities(4,482)
Changes in operating assets and liabilities:
Trade accounts receivable(5,894)(6,133)
Accounts receivable - other2,000 (9)
Inventories(39,136)3,251 
Prepaid expenses and other assets(17,761)(11,870)
Trade accounts payable19,553 2,026 
Due to/from related parties(3,273)(2,775)
Accrued expenses and other current and long-term liabilities5,717 (9,874)
Net cash provided by operating activities145,658 118,558 
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment(49,563)(55,792)
Acquisition of business, net of cash acquired(19,728)(12,549)
Proceeds from sales of property, plant and equipment— 27,407 
Investments in marketable securities— (9,189)
Net cash used in investing activities(69,291)(50,123)
CASH FLOWS FROM FINANCING ACTIVITIES:
Loans made to related party(7,500)(7,500)
Receipts on related party notes receivable1,875 — 
Payments for taxes related to net share settlement of equity awards(12,642)— 
Proceeds from issuance of common stock under employee stock purchase plan1,573 1,291 
Net cash used in financing activities(16,694)(6,209)
Effect of exchange rate changes on Cash and cash equivalents and Restricted cash(5,344)604 
Net increase in Cash and cash equivalents and Restricted cash54,329 62,830 
Cash and cash equivalents and Restricted cash at beginning of period289,799 203,875 
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD:$344,128 $266,705 
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents at beginning of period$282,383 $197,214 
Restricted cash at beginning of period7,416 6,661 
Cash and cash equivalents and Restricted cash at beginning of period$289,799 $203,875 
Cash and cash equivalents at end of period334,306 259,208 
Restricted cash at end of period9,822 7,497 
Cash and cash equivalents and Restricted cash at end of period$344,128 $266,705 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Noncash transactions:
Property, plant and equipment purchases included in trade accounts payable$(2,462)$(4,934)
Noncash lease liabilities arising from obtaining right-of-use assets1,926 1,906 




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 “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;
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 impairment—Represents costs related to the discontinuation of one of our product lines manufactured by Voxtel.
Stock-based compensation—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 costs—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 assets—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 (“Heyday”), which closed in September 2022.
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 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 fees—Represents (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.
Severance—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 consideration—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 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) loss in earnings of equity investment—Represents our equity method investment in Polar Semiconductor, LLC (“PSL”).



Unrealized (gain) loss 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 Income Taxes excluding the same items excluded above in applicable periods. We calculate non-GAAP Net Income as Net Income excluding the same items excluded above 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 EndedNine-Month Period Ended
December 23,
2022
September 23,
2022
December 24,
2021
December 23,
2022
December 24,
2021
(Dollars in thousands)
Reconciliation of Non-GAAP Gross Profit
GAAP Gross Profit $142,594$132,022$101,165$392,990$297,857
Voxtel inventory impairment3,106
Stock-based compensation 1,1561,1247423,1121,992
AMTC Facility consolidation one-time costs 144
Amortization of acquisition-related intangible assets 5893782731,240819
COVID-19 related expenses 137796
Total Non-GAAP Adjustments$1,745$1,502$1,152$4,352$6,857
Non-GAAP Gross Profit$144,339$133,524$102,317$397,342$304,714
Non-GAAP Gross Margin58.0%56.2%54.8%56.4%53.6%



Three-Month Period EndedNine-Month Period Ended
December 23,
2022
September 23,
2022
December 24,
2021
December 23,
2022
December 24,
2021
(Dollars in thousands)
Reconciliation of Non-GAAP Operating Expenses
GAAP Operating Expenses$76,966 $72,184 $65,560 $252,787 $191,456 
Research and Development Expenses
GAAP Research and Development Expenses39,593 35,567 30,297 109,017 89,441 
Stock-based compensation3,174 1,711 1,019 6,013 2,814 
AMTC Facility consolidation one-time costs— — — — 
COVID-19 related expenses— — — 20 
Transaction fees201 — 404 — 
Non-GAAP Research and Development Expenses36,418 33,655 29,272 102,600 86,605 
Selling, General and Administrative Expenses
GAAP Selling, General and Administrative Expenses37,373 39,117 37,963 146,470 104,115 
Stock-based compensation4,572 5,369 5,859 42,117 13,841 
AMTC Facility consolidation one-time costs291 90 108 477 583 
Amortization of acquisition-related intangible assets23 23 23 68 68 
COVID-19 related expenses— — 356 — 1,288 
Transaction fees35 63 1,085 1,695 1,114 
Severance— — 578 4,186 746 
Non-GAAP Selling, General and Administrative Expenses32,452 33,572 29,954 97,927 86,475 
Change in fair value of contingent consideration— (2,500)(2,700)(2,700)(2,100)
Total Non-GAAP Adjustments8,096 4,957 6,334 52,260 18,376 
Non-GAAP Operating Expenses$68,870 $67,227 $59,226 $200,527 $173,080 



Three-Month Period EndedNine-Month Period Ended
December 23,
2022
September 23,
2022
December 24,
2021
December 23,
2022
December 24,
2021
(Dollars in thousands)
Reconciliation of Non-GAAP Operating Income
GAAP Operating Income $65,628$59,838$35,605$140,203$106,401
Voxtel inventory impairment3,106
Stock-based compensation 8,9028,2047,62051,24218,647
AMTC Facility consolidation one-time costs 29190108477729
Amortization of acquisition-related intangible assets 6124012961,308887
COVID-19 related expenses 4992,104
Change in fair value of contingent consideration(2,500)(2,700)(2,700)(2,100)
Transaction fees 362641,0852,0991,114
Severance 5784,186746
Total Non-GAAP Adjustments$9,841$6,459$7,486$56,612$25,233
Non-GAAP Operating Income$75,469$66,297$43,091$196,815$131,634
Non-GAAP Operating Margin (% of net sales) 30.3%27.9%23.1%27.9%23.2%




Three-Month Period EndedNine-Month Period Ended
December 23,
2022
September 23,
2022
December 24,
2021
December 23,
2022
December 24,
2021
(Dollars in thousands)
Reconciliation of EBITDA and Adjusted EBITDA
GAAP Net Income$64,551$50,648$32,973$125,482$93,903
Interest expense 6135314271,5812,081
Interest income(360)(467)(158)(1,144)(317)
Income tax provision 7,5408,4386,28117,94316,687
Depreciation & amortization 12,58012,20712,01136,70536,522
EBITDA $84,924$71,357$51,534$180,567$148,876
Non-core loss (gain) on sale of equipment37253(19)287(350)
Voxtel inventory impairment3,106
Foreign currency translation (gain) loss(407)(266)3(2,597)55
(Income) loss in earnings of equity investment(2,190)1,029(287)(297)(792)
Unrealized (gain) loss on investments(3,453)(28)(3,504)5(4,482)
Stock-based compensation 8,9028,2047,62051,24218,647
AMTC Facility consolidation one-time costs 29190108477729
COVID-19 related expenses4992,104
Change in fair value of contingent consideration(2,500)(2,700)(2,700)(2,100)
Transaction fees 362641,0852,0991,114
Severance5784,186746
Adjusted EBITDA$88,140$78,403$54,917$233,269$167,653
Adjusted EBITDA Margin (% of net sales)35.4%33.0%29.4%33.1%29.5%




Three-Month Period EndedNine-Month Period Ended
December 23,
2022
September 23,
2022
December 24,
2021
December 23,
2022
December 24,
2021
(Dollars in thousands)
Reconciliation of Non-GAAP Profit before Tax
GAAP Income before Income Taxes$72,091 $59,086 $39,254 $143,425 $110,590 
Non-core loss (gain) on sale of equipment37 253 (19)287 (350)
Voxtel inventory impairment— — — — 3,106 
Foreign currency translation (gain) loss$(407)$(266)$$(2,597)$55 
(Income) loss in earnings of equity investment$(2,190)$1,029 $(287)$(297)$(792)
Unrealized (gain) loss on investments$(3,453)$(28)$(3,504)$$(4,482)
Stock-based compensation8,902 8,204 7,620 51,242 18,647 
AMTC Facility consolidation one-time costs291 90 108 477 729 
Amortization of acquisition-related intangible assets 612 401 296 1,308 887 
COVID-19 related expenses— — 499 — 2,104 
Change in fair value of contingent consideration— (2,500)(2,700)(2,700)(2,100)
Transaction fees36 264 1,085 2,099 1,114 
Severance— — 578 4,186 746 
Total Non-GAAP Adjustments$3,828 $7,447 $3,679 $54,010 $19,664 
Non-GAAP Profit before Tax$75,919 $66,533 $42,933 $197,435 $130,254 

Three-Month Period EndedNine-Month Period Ended
December 23,
2022
September 23,
2022
December 24,
2021
December 23,
2022
December 24,
2021
(Dollars in thousands)
 Reconciliation of Non-GAAP Provision for Income Taxes
 GAAP Income Tax Provision$7,540$8,438$6,281$17,943$16,687
GAAP effective tax rate 10.5%14.3%16.0%12.5%15.1%
Tax effect of adjustments to GAAP results (461)(1,663)5613,7763,598
Non-GAAP Provision for Income Taxes$7,079$6,775$6,842$21,719$20,285
Non-GAAP effective tax rate 9.3%10.2%15.9%11.0%15.6%



Three-Month Period EndedNine-Month Period Ended
December 23,
2022
September 23,
2022
December 24,
2021
December 23,
2022
December 24,
2021
(Dollars in thousands)
Reconciliation of Non-GAAP Net Income
GAAP Net Income $64,551 $50,648 $32,973 $125,482 $93,903 
GAAP Basic Earnings per Share$0.34 $0.26 $0.17 $0.66 $0.50 
GAAP Diluted Earnings per Share$0.33 $0.26 $0.17 $0.65 $0.49 
Non-core loss (gain) on sale of equipment37 253 (19)287 (350)
Voxtel inventory impairment— — — — 3,106 
Foreign currency translation (gain) loss(407)(266)(2,597)55 
Loss (income) in earnings of equity investment(2,190)1,029 (287)(297)(792)
Unrealized (gain) loss on investments(3,453)(28)(3,504)(4,482)
Stock-based compensation 8,902 8,204 7,620 51,242 18,647 
AMTC Facility consolidation one-time costs 291 90 108 477 729 
Amortization of acquisition-related intangible assets 612 401 296 1,308 887 
COVID-19 related expenses — — 499 — 2,104 
Change in fair value of contingent consideration— (2,500)(2,700)(2,700)(2,100)
Transaction fees 36 264 1,085 2,099 1,114 
Severance — — 578 4,186 746 
Tax effect of adjustments to GAAP results 461 1,663 (561)(3,776)(3,598)
Non-GAAP Net Income$68,840 $59,758 $36,091 $175,716 $109,969 
Basic weighted average common shares191,328,538 191,284,631 189,736,901 191,082,141 189,665,324 
Diluted weighted average common shares193,935,908 192,639,576 192,068,222 193,100,762 191,678,951 
Non-GAAP Basic Earnings per Share$0.36 $0.31 $0.19 $0.92 $0.58 
Non-GAAP Diluted Earnings per Share$0.35 $0.31 $0.19 $0.91 $0.57 
Investor Contact:
Jalene Hoover
VP of Investor Relations & Corporate Communications
+1 (512) 751-6526
jhoover@allegromicro.com