ALGM Allegro MicroSystems Inc

 

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 30, 2025

 

 

Allegro MicroSystems, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-39675	46-2405937
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
955 Perimeter Road
Manchester, New Hampshire				03103
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (603) 626-2300

 

(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(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		ALGM		The Nasdaq Stock Market LLC

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. ☐

 

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Item 2.02 Results of Operations and Financial Condition.

On January 30, 2025, Allegro MicroSystems, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended December 27, 2024. 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		Press Release issued by Allegro MicroSystems, Inc. on January 30, 2025
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, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ALLEGRO MICROSYSTEMS, INC.
Date: January 30, 2025		By:	/s/ Derek P. D’Antilio
			Derek P. D’Antilio
			Executive Vice President, Chief Financial Officer and Treasurer

 

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Exhibit 99.1

Allegro MicroSystems Reports Third Quarter 2025 Results

 

 

Manchester, NH, January 30, 2025 – 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 third quarter ended December 27, 2024.

“We delivered on our commitments with third quarter sales of $178 million and non-GAAP EPS of $0.07, both above the midpoint of our guidance,” said Vineet Nargolwala, President and CEO of Allegro. “During the quarter, we introduced a record number of new magnetic sensing and power products to the market, further expanding our differentiated portfolios. This increasing velocity further solidifies our market leadership and positions us well for above market growth.”

 

Third Quarter Financial Highlights:

In thousands, except per share data		Three-Month Period Ended												Nine-Month Period Ended
		December 27, 2024				September 27, 2024				December 29, 2023				December 27, 2024				December 29, 2023
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Net Sales
Automotive		$	130,066			$	141,893			$	194,764			$	403,143			$	577,515
Industrial and other			47,806				45,498				60,220				129,039				231,271
Total net sales		$	177,872			$	187,391			$	254,984			$	532,182			$	808,786
GAAP Financial Measures
Gross margin %			45.7	%			45.7	%			52.5	%			45.4	%			55.8	%
Operating margin %			—	%			2.2	%			14.4	%			(1.2	)%			22.3	%
Diluted EPS		$	(0.04	)		$	(0.18	)		$	0.17			$	(0.31	)		$	0.82
Non-GAAP Financial Measures
Gross margin %			49.1	%			48.8	%			54.6	%			48.9	%			57.0	%
Operating margin %			10.8	%			11.7	%			27.2	%			9.6	%			29.8	%
Diluted EPS		$	0.07			$	0.08			$	0.32			$	0.18			$	1.11

Business Outlook

For the fourth quarter of fiscal year 2025 ending March 28, 2025, the Company expects total net sales to be in the range of $180 million to $190 million.

The Company also estimates the following results on a non-GAAP basis:

 

Allegro has not provided a reconciliation of its fourth fiscal quarter outlook for non-GAAP Gross Margin, non-GAAP Operating Expenses, non-GAAP Interest Expense, and non-GAAP Diluted Earnings per 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 U.S. generally accepted accounting principles (“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.

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Earnings Webcast

A webcast will be held on Thursday, January 30, 2025 at 8:30 a.m., Eastern Time. Vineet Nargolwala, President and Chief Executive Officer, and Derek P. D’Antilio, Executive Vice President and Chief Financial Officer, will discuss Allegro’s business and 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 clean energy applications.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, contained in this press release including statements regarding our future results of operations and financial position, business strategy, prospective products and the plans and objectives of management for future operations, including, among others, statements regarding the liquidity, growth and profitability strategies and factors affecting our business are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Without limiting the foregoing, in some cases, you can identify forward-looking statements by terms such as “aim,” “may,” “will,” “should,” “expect,” “exploring,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “would,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “seek,” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. No forward-looking statement is a guarantee of future results, performance or achievements, and one should avoid placing undue reliance on such statements.

Forward-looking statements are based on our management’s current expectations, beliefs and assumptions and on information currently available to us. Such beliefs and assumptions may or may not prove to be correct. Additionally, such forward-looking 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 factors, including, but not limited to, those identified in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended March 29, 2024, as any such factors may be updated from time to time in our Quarterly Reports on Form 10-Q and our other filings with the Securities and Exchange Commission (the “SEC”). These risks and uncertainties include, but are not limited to: downturns or volatility in general economic conditions; 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 semiconductor wafer fabrication facilities and suppliers of other materials; any failure to adjust purchase commitments and inventory management based on changing market conditions or customer demand; shifts in our product mix, customer mix or channel mix, which could negatively impact our gross margin; the cyclical nature of the semiconductor industry, including the analog segment in which we compete; any downturn or disruption in the automotive market or industry; our ability to successfully integrate the acquisition of other companies or technologies and products into our business; our ability to compensate for decreases in average selling prices of our products and increases in input costs; 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 accurately predict our quarterly net sales and operating results and meet the expectations of investors; our dependence on manufacturing operations in the Philippines; our reliance on distributors to generate sales; events beyond our control impacting us, our key suppliers or our manufacturing partners; 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 export restrictions and tariffs; 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, liabilities, costs and obligations related to governmental regulations and other legal obligations, including export/trade control, privacy, data protection, information security, cybersecurity, consumer protection, environmental and occupational health and safety, antitrust, anti-corruption and anti-bribery, product safety, environmental protection, employment matters and tax; the volatility of currency exchange rates; our ability to raise capital to support our growth strategy; our indebtedness may limit our flexibility to operate our business; our ability to effectively manage our growth and 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

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rights; disruptions or breaches of our information technology systems or confidential information or those of our third-party service providers; our principal stockholder continues to have influence over us; anti-takeover provisions in our organizational documents and under the General Corporation Law of the State of Delaware; any failure to design, implement or maintain effective internal control over financial reporting; changes in tax rates or the adoption of new tax legislation; the negative impacts of sustained inflation on our business; the physical, transition and litigation risks presented by climate change; and other events beyond our control. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties.

You should read this press release and the documents that we reference completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. 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, whether as a result of any new information, future events, changed circumstances or otherwise.

This press release includes certain non-GAAP financial measures as defined by the SEC rules. These non-GAAP financial measures are provided in addition to, and not as a substitute for or superior to measures of, financial performance prepared in accordance with GAAP. There are a number of limitations related to the use of these non-GAAP financial measures versus their most directly comparable GAAP equivalents. For example, other companies may calculate non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of the presented non-GAAP financial measures as tools for comparison.

This press release may not be reproduced, forwarded to any person or published, in whole or in part.

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ALLEGRO MICROSYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(Unaudited)

 

		Three-Month Period Ended								Nine-Month Period Ended
		December 27, 2024				December 29, 2023				December 27, 2024				December 29, 2023
Net sales		$	177,872			$	254,984			$	532,182			$	808,786
Cost of goods sold			96,657				121,156				290,534				357,505
Gross profit			81,215				133,828				241,648				451,281
Operating expenses:
Research and development			43,317				44,396				132,031				130,799
Selling, general and administrative			37,939				52,746				116,221				140,135
Total operating expenses			81,256				97,142				248,252				270,934
Operating (loss) income			(41	)			36,686				(6,604	)			180,347
Interest and other (expense) income			(7,561	)			(315	)			(25,902	)			(2,801	)
Loss on change in fair value of forward repurchase contract			—				—				(34,752	)			—
(Loss) income before income taxes			(7,602	)			36,371				(67,258	)			177,546
Income tax (benefit) provision			(803	)			2,969				(9,233	)			17,584
Net (loss) income			(6,799	)			33,402				(58,025	)			159,962
Net income attributable to non-controlling interests			61				57				185				150
Net (loss) income attributable to Allegro MicroSystems, Inc.		$	(6,860	)		$	33,345			$	(58,210	)		$	159,812
Net (loss) income per common share attributable to Allegro MicroSystems, Inc.:
Basic		$	(0.04	)		$	0.17			$	(0.31	)		$	0.83
Diluted		$	(0.04	)		$	0.17			$	(0.31	)		$	0.82
Weighted average shares outstanding:
Basic			184,011,189				192,724,541				188,886,583				192,384,315
Diluted			184,011,189				194,570,380				188,886,583				194,925,040

 

Supplemental Schedule of Total Net Sales

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

		Three-Month Period Ended								Change								Nine-Month Period Ended								Change
		December 27, 2024				December 29, 2023				Amount				%				December 27, 2024				December 29, 2023				Amount				%
		(Dollars in thousands)																(Dollars in thousands)
Automotive		$	130,066			$	194,764			$	(64,698	)			(33	)%		$	403,143			$	577,515			$	(174,372	)			(30	)%
Industrial and other			47,806				60,220				(12,414	)			(21	)%			129,039				231,271				(102,232	)			(44	)%
Total net sales		$	177,872			$	254,984			$	(77,112	)			(30	)%		$	532,182			$	808,786			$	(276,604	)			(34	)%

 

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ALLEGRO MICROSYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 

		December 27,				March 29,
		2024 (Unaudited)				2024
Assets
Current assets:
Cash and cash equivalents		$	138,452			$	212,143
Restricted cash			10,510				10,018
Trade accounts receivable, net			83,805				118,508
Inventories			193,140				162,302
Prepaid income taxes			36,037				31,908
Prepaid expenses and other current assets			33,683				33,584
Current portion of related party notes receivable			—				3,750
Total current assets			495,627				572,213
Property, plant and equipment, net			320,975				321,175
Deferred income tax assets			65,398				54,496
Goodwill			202,101				202,425
Intangible assets, net			261,553				276,854
Related party notes receivable, less current portion			—				4,688
Equity investment in related party			30,914				26,727
Other assets			65,172				72,025
Total assets		$	1,441,740			$	1,530,603
Liabilities, Non-Controlling Interests and Stockholders’ Equity
Current liabilities:
Trade accounts payable		$	39,685			$	35,964
Amounts due to related party			2,102				1,626
Accrued expenses and other current liabilities			57,751				76,389
Current portion of long-term debt			1,374				3,929
Total current liabilities			100,912				117,908
Long-term debt			374,729				249,611
Other long-term liabilities			31,673				31,368
Total liabilities			507,314				398,887
Commitments and contingencies
Stockholders’ Equity:
Preferred stock			—				—
Common stock			1,840				1,932
Additional paid-in capital			1,004,080				694,332
(Accumulated deficit) retained earnings			(38,791	)			463,012
Accumulated other comprehensive loss			(34,084	)			(28,841	)
Equity attributable to Allegro MicroSystems, Inc.			933,045				1,130,435
Non-controlling interests			1,381				1,281
Total stockholders’ equity			934,426				1,131,716
Total liabilities, non-controlling interests and stockholders’ equity		$	1,441,740			$	1,530,603

 

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ALLEGRO MICROSYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

 

		Three-Month Period Ended								Nine-Month Period Ended
		December 27, 2024				December 29, 2023				December 27, 2024				December 29, 2023
Cash flows from operating activities:
Net (loss) income		$	(6,799	)		$	33,402			$	(58,025	)		$	159,962
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization			16,123				20,195				48,578				49,548
Amortization of deferred financing costs			694				185				1,781				292
Deferred income taxes			(3,751	)			(10,119	)			(11,546	)			(28,253	)
Stock-based compensation			10,588				10,920				32,251				32,839
Loss on change in fair value of forward repurchase contract			—				—				34,752				—
Provisions for inventory and expected credit losses			3,031				429				7,519				9,851
Change in fair value of marketable securities			—				—				—				3,579
Other non-cash reconciling items			68				(25	)			6,645				18
Changes in operating assets and liabilities:
Trade accounts receivable			(7,061	)			5,081				34,356				(2,564	)
Inventories			(19,243	)			11,312				(38,074	)			(19,909	)
Prepaid expenses and other assets			14,407				7,368				(1,401	)			(13,085	)
Trade accounts payable			(8,203	)			(12,299	)			5,467				(9,604	)
Due to and from related parties			(3,568	)			705				564				6,817
Accrued expenses and other current and long-term liabilities			(4,469	)			9,404				(21,307	)			(20,540	)
Net cash (used in) provided by operating activities			(8,183	)			76,558				41,560				168,951
Cash flows from investing activities:
Purchases of property, plant and equipment			(13,615	)			(34,399	)			(34,564	)			(110,500	)
Acquisition of business, net of cash acquired			319				(408,119	)			319				(408,119	)
Sales of marketable securities			—				—				—				16,175
Net cash used in investing activities			(13,296	)			(442,518	)			(34,245	)			(502,444	)
Cash flows from financing activities:
Net proceeds from Refinanced 2023 Term Loan Facility			—				—				193,483				—
Repayment of 2023 Term Loan Facility			(25,000	)			—				(75,000	)			—
Borrowings of senior secured debt, net of deferred financing costs			—				245,452				—				245,452
Repayment of 2020 Term Loan Facility			—				(25,000	)			—				(25,000	)
Repayments of other debt			—				(743	)			—				(743	)
Finance lease payments			(318	)			—				(703	)			—
Receipts on related party notes receivable			—				938				1,875				2,813
Payments for taxes related to net share settlement of equity awards			(483	)			(10,732	)			(12,780	)			(24,823	)
Proceeds from issuance of common stock under employee stock purchase plan			—				—				1,987				1,899
Repurchases of common stock			(116	)			—				(853,921	)			—
Net proceeds from issuance of common stock			—				—				665,850				—
Payment of debt issuance costs			—				—				—				(1,450	)
Net cash (used in) provided by financing activities			(25,917	)			209,915				(79,209	)			198,148
Effect of exchange rate changes on cash and cash equivalents and restricted cash			(2,680	)			1,349				(1,305	)			375
Net (decrease) increase in cash and cash equivalents and restricted cash			(50,076	)			(154,696	)			(73,199	)			(134,970	)
Cash and cash equivalents and restricted cash at beginning of period			199,038				378,431				222,161				358,705
Cash and cash equivalents and restricted cash at end of period:		$	148,962			$	223,735			$	148,962			$	223,735

 

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Non-GAAP Financial Measures

In addition to the measures presented in our condensed 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, EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, non-GAAP Profit before Tax, non-GAAP Income Tax Provision, non-GAAP Effective Tax Rate, non-GAAP Net Income Attributable to Allegro MicroSystems, Inc, non-GAAP Basic and Diluted Earnings per Share, non-GAAP Free Cash Flow, and non-GAAP Free Cash Flow as percentage of net sales (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 Income Tax Provision, management believes that this non-GAAP measure of income taxes provides it with the ability to evaluate the non-GAAP Income Tax Provision across different reporting periods on a consistent basis, independent of special items and discrete items, which may vary in size and frequency. 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.

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. These Non-GAAP Financial Measures exclude costs related to acquisition and related integration expenses, amortization of acquired intangible assets, stock-based compensation, restructuring actions, related-party activities and other non-operational costs.

Non-GAAP Income Tax Provision

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

 

Reconciliation of Non-GAAP Gross Profit and Non-GAAP Gross Margin
		Three-Month Period Ended												Nine-Month Period Ended
		December 27, 2024				September 27, 2024				December 29, 2023				December 27, 2024				December 29, 2023
		(Dollars in thousands)												(Dollars in thousands)
GAAP Gross Profit		$	81,215			$	85,662			$	133,828			$	241,648			$	451,281
GAAP Gross Margin (% of net sales)			45.7	%			45.7	%			52.5	%			45.4	%			55.8	%
Non-GAAP adjustments
Transaction-related costs			5				10				523				14				523
Purchased intangible amortization			4,875				4,875				3,648				14,625				4,323
Restructuring costs			522				16				166				1,738				166
Stock-based compensation			802				817				1,073				2,180				4,625
Total Non-GAAP Adjustments		$	6,204			$	5,718			$	5,410			$	18,557			$	9,637
Non-GAAP Gross Profit		$	87,419			$	91,380			$	139,238			$	260,205			$	460,918
Non-GAAP Gross Margin (% of net sales)			49.1	%			48.8	%			54.6	%			48.9	%			57.0	%

 

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Reconciliation of Non-GAAP Operating Expenses
		Three-Month Period Ended												Nine-Month Period Ended
		December 27, 2024				September 27, 2024				December 29, 2023				December 27, 2024				December 29, 2023
		(Dollars in thousands)												(Dollars in thousands)
GAAP Operating Expenses		$	81,256			$	81,595			$	97,142			$	248,252			$	270,934
Research and Development Expenses
GAAP Research and Development Expenses			43,317				43,510				44,396				132,031				130,799
Non-GAAP adjustments
Transaction-related costs			333				206				343				1,568				352
Restructuring costs			568				260				908				997				908
Stock-based compensation			3,960				3,523				3,870				11,218				10,340
Other costs(1)			—				3				—				3				—
Non-GAAP Research and Development Expenses			38,456				39,518				39,275				118,245				119,199
Selling, General and Administrative Expenses
GAAP Selling, General and Administrative Expenses			37,939				38,085				52,746				116,221				140,135
Non-GAAP adjustments
Transaction-related costs			148				275				9,543				1,237				14,419
Purchased intangible amortization			535				535				495				1,605				1,210
Restructuring costs			1,264				2,046				5,795				4,355				5,795
Stock-based compensation			5,826				7,205				5,977				18,853				17,874
Other costs(1)			391				(1,820	)			283				(618	)			383
Non-GAAP Selling, General and Administrative Expenses			29,775				29,844				30,653				90,789				100,454
Total Non-GAAP Adjustments			13,025				12,233				27,214				39,218				51,281
Non-GAAP Operating Expenses		$	68,231			$	69,362			$	69,928			$	209,034			$	219,653
(1) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consist of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions.

 

 

Reconciliation of Non-GAAP Operating Income and Non-GAAP Operating Margin
		Three-Month Period Ended												Nine-Month Period Ended
		December 27, 2024				September 27, 2024				December 29, 2023				December 27, 2024				December 29, 2023
		(Dollars in thousands)												(Dollars in thousands)
GAAP Operating (Loss) Income		$	(41	)		$	4,067			$	36,686			$	(6,604	)		$	180,347
GAAP Operating Margin (% of net sales)			—	%			2.2	%			14.4	%			(1.2	)%			22.3	%
Transaction-related costs			486				491				10,409				2,819				15,294
Purchased intangible amortization			5,410				5,410				4,143				16,230				5,533
Restructuring costs			2,354				2,322				6,869				7,090				6,869
Stock-based compensation			10,588				11,545				10,920				32,251				32,839
Other costs(1)			391				(1,817	)			283				(615	)			383
Total Non-GAAP Adjustments		$	19,229			$	17,951			$	32,624			$	57,775			$	60,918
Non-GAAP Operating Income		$	19,188			$	22,018			$	69,310			$	51,171			$	241,265
Non-GAAP Operating Margin (% of net sales)			10.8	%			11.7	%			27.2	%			9.6	%			29.8	%
(1) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consist of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions.

 

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Reconciliation of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin
		Three-Month Period Ended												Nine-Month Period Ended
		December 27, 2024				September 27, 2024				December 29, 2023				December 27, 2024				December 29, 2023
		(Dollars in thousands)												(Dollars in thousands)
GAAP Net (Loss) Income		$	(6,799	)		$	(33,613	)		$	33,402			$	(58,025	)		$	159,962
GAAP Net (Loss) Income Margin (% of net sales)			(3.8	)%			(17.9	)%			13.1	%			(10.9	)%			19.8	%
Interest expense			7,762				10,353				3,854				23,492				5,381
Interest income			(388	)			(420	)			(857	)			(1,302	)			(2,550	)
Income tax (benefit) provision			(803	)			(9,470	)			2,969				(9,233	)			17,584
Depreciation & amortization			16,123				15,997				20,227				48,578				49,645
EBITDA		$	15,895			$	(17,153	)		$	59,595			$	3,510			$	230,022
Transaction-related costs			486				3,295				10,409				5,623				15,294
Restructuring costs			2,354				2,067				6,869				6,835				6,869
Stock-based compensation			10,588				11,545				10,920				32,251				32,839
Loss on change in fair value of forward repurchase contract			—				34,752				—				34,752				—
Other costs(1)			998				(2,195	)			(551	)			1,610				5,339
Adjusted EBITDA		$	30,321			$	32,311			$	87,242			$	84,581			$	290,363
Adjusted EBITDA Margin (% of net sales)			17.0	%			17.2	%			34.2	%			15.9	%			35.9	%
(1) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consist of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions, and income (loss) in earnings of equity investments.

 

 

Reconciliation of Non-GAAP Profit before Tax
		Three-Month Period Ended												Nine-Month Period Ended
		December 27, 2024				September 27, 2024				December 29, 2023				December 27, 2024				December 29, 2023
		(Dollars in thousands)												(Dollars in thousands)
GAAP (Loss) Income before Income Taxes		$	(7,602	)		$	(43,083	)		$	36,371			$	(67,258	)		$	177,546
Transaction-related costs			486				3,295				10,409				5,623				15,294
Transaction-related interest			192				141				162				1,042				162
Purchased intangible amortization			5,410				5,410				4,143				16,230				5,533
Restructuring costs			2,354				2,067				6,869				6,835				6,869
Stock-based compensation			10,588				11,545				10,920				32,251				32,839
Loss on change in fair value of forward repurchase contract			—				34,752				—				34,752				—
Other costs(1)			1,427				1,428				(551	)			5,662				5,339
Total Non-GAAP Adjustments		$	20,457			$	58,638			$	31,952			$	102,395			$	66,036
Non-GAAP Profit before Tax		$	12,855			$	15,555			$	68,323			$	35,137			$	243,582
(1) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consist of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions, and income (loss) in earnings of equity investments.

 

 

Reconciliation of Non-GAAP Income Tax Provision and Non-GAAP Effective Tax Rate
		Three-Month Period Ended												Nine-Month Period Ended
		December 27, 2024				September 27, 2024				December 29, 2023				December 27, 2024				December 29, 2023
		(Dollars in thousands)												(Dollars in thousands)
GAAP Income Tax (Benefit) Provision		$	(803	)		$	(9,470	)		$	2,969			$	(9,233	)		$	17,584
GAAP effective tax rate			10.6	%			22.0	%			8.2	%			13.7	%			9.9	%
Tax effect of adjustments to GAAP results			398				10,071				3,748				10,074				10,128
Non-GAAP Income Tax (Benefit) Provision		$	(405	)		$	601			$	6,717			$	841			$	27,712
Non-GAAP effective tax rate			(3.2	)%			3.9	%			9.8	%			2.4	%			11.4	%

 

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Reconciliation of Non-GAAP Net Income Attributable to Allegro MicroSystems, Inc. and Non-GAAP Earnings per Share
		Three-Month Period Ended												Nine-Month Period Ended
		December 27, 2024				September 27, 2024				December 29, 2023				December 27, 2024				December 29, 2023
		(Dollars in thousands)												(Dollars in thousands)
GAAP Net (Loss) Income Attributable to Allegro MicroSystems, Inc.(1)		$	(6,860	)		$	(33,675	)		$	33,345			$	(58,210	)		$	159,812
GAAP Basic weighted average common shares			184,011,189				189,182,850				192,724,541				188,886,583				192,384,315
GAAP Diluted weighted average common shares			184,011,189				189,182,850				194,570,380				188,886,583				194,925,040
GAAP Basic (Loss) Earnings per Share		$	(0.04	)		$	(0.18	)		$	0.17			$	(0.31	)		$	0.83
GAAP Diluted (Loss) Earnings per Share		$	(0.04	)		$	(0.18	)		$	0.17			$	(0.31	)		$	0.82
Transaction-related costs			486				3,295				10,409				5,623				15,294
Transaction-related interest			192				141				162				1,042				162
Purchased intangible amortization			5,410				5,410				4,143				16,230				5,533
Restructuring costs			2,354				2,067				6,869				6,835				6,869
Stock-based compensation			10,588				11,545				10,920				32,251				32,839
Loss on change in fair value of forward repurchase contract			—				34,752				—				34,752				—
Other costs(2)			1,427				1,428				(551	)			5,662				5,339
Total Non-GAAP Adjustments			20,457				58,638				31,952				102,395				66,036
Tax effect of adjustments to GAAP results(3)			(398	)			(10,071	)			(3,748	)			(10,074	)			(10,128	)
Non-GAAP Net Income Attributable to Allegro MicroSystems, Inc.		$	13,199			$	14,892			$	61,549			$	34,111			$	215,720
Basic weighted average common shares			184,011,189				189,182,850				192,724,541				188,886,583				192,384,315
Diluted weighted average common shares			184,485,792				189,710,595				194,570,380				189,577,693				194,925,040
Non-GAAP Basic Earnings per Share		$	0.07			$	0.08			$	0.32			$	0.18			$	1.12
Non-GAAP Diluted Earnings per Share		$	0.07			$	0.08			$	0.32			$	0.18			$	1.11
(1) GAAP Net (Loss) Income Attributable to Allegro MicroSystems, Inc. represents GAAP Net (Loss) Income adjusted for Net Income Attributable to non-controlling interests.
(2) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consists of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions, income (loss) in earnings of equity investments, and unrealized losses (gains) on investments.
(3) To calculate the tax effect of adjustments to GAAP results, the Company considers each non-GAAP adjustment by tax jurisdiction and reverses all discrete items to calculate an annual non-GAAP effective tax rate (“NG ETR”). This NG ETR is then applied to Non-GAAP Profit Before Tax to arrive at the tax effect of adjustments to GAAP results.

 

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Reconciliation of Non-GAAP Free Cash Flow and Non-GAAP Free Cash Flow as Percentage of Net Sales
		Three-Month Period Ended												Nine-Month Period Ended
		December 27, 2024				September 27, 2024				December 29, 2023				December 27, 2024				December 29, 2023
		(Dollars in thousands)												(Dollars in thousands)
GAAP Operating Cash Flow		$	(8,183	)		$	15,547			$	76,558			$	41,560			$	168,951
GAAP Operating Cash Flow (% of net sales)			-4.6	%			8.3	%			30.0	%			7.8	%			20.9	%
Non-GAAP adjustments
Purchases of property, plant and equipment			(13,615	)			(9,972	)			(34,399	)			(34,564	)			(110,500	)
Non-GAAP Free Cash Flow		$	(21,798	)		$	5,575			$	42,159			$	6,996			$	58,451
Non-GAAP Free Cash Flow (% of net sales)			(12.3	)%			3.0	%			16.5	%			1.3	%			7.2	%

Investor Contact:

Jalene Hoover

VP of Investor Relations & Corporate Communications

+1 (512) 751-6526

jhoover@allegromicro.com

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v3.24.4

Cover	Jan. 30, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 30, 2025
Entity File Number	001-39675
Entity Registrant Name	Allegro MicroSystems, Inc.
Entity Central Index Key	0000866291
Entity Tax Identification Number	46-2405937
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	955 Perimeter Road
Entity Address, City or Town	Manchester
Entity Address, State or Province	NH
Entity Address, Postal Zip Code	03103
City Area Code	603
Local Phone Number	626-2300
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Entity Emerging Growth Company	false
Trading Symbol	ALGM
Security Exchange Name	NASDAQ

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