[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents the unaudited condensed consolidated financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures for Allegro MicroSystems, Inc [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) Presents unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive income, changes in equity, and cash flows, with detailed notes on accounting policies, revenue, and asset/liability changes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Provides a snapshot of the company's financial position, detailing assets, liabilities, and equity at specific dates Condensed Consolidated Balance Sheets (in millions) | Metric | September 27, 2024 | March 29, 2024 | | :-------------------------- | :----------------- | :------------- | | Total Assets | $1,492.1 | $1,530.6 | | Total Current Assets | $523.6 | $572.2 | | Cash and Cash Equivalents | $188.8 | $212.1 | | Trade Accounts Receivable, net | $77.0 | $118.5 | | Inventories | $176.6 | $162.3 | | Total Liabilities | $553.4 | $398.9 | | Total Current Liabilities | $124.0 | $117.9 | | Long-term Debt | $396.1 | $249.6 | | Total Stockholders' Equity | $938.7 | $1,131.7 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Presents the company's financial performance over specific periods, including net sales, gross profit, operating income, and net income Condensed Consolidated Statements of Operations (in millions, except per share amounts) | Metric | 3-Month Ended Sep 27, 2024 | 3-Month Ended Sep 29, 2023 | 6-Month Ended Sep 27, 2024 | 6-Month Ended Sep 29, 2023 | | :-------------------------------- | :------------------------- | :------------------------- | :------------------------- | :------------------------- | | Total Net Sales | $187.4 | $275.5 | $354.3 | $553.8 | | Gross Profit | $85.7 | $159.5 | $160.4 | $317.5 | | Operating Income (Loss) | $4.1 | $72.9 | $(6.6) | $143.7 | | Net (Loss) Income | $(33.6) | $65.7 | $(51.2) | $126.6 | | Net (Loss) Income Attributable to Allegro MicroSystems, Inc. | $(33.7) | $65.6 | $(51.4) | $126.5 | | Basic EPS | $(0.18) | $0.34 | $(0.27) | $0.66 | | Diluted EPS | $(0.18) | $0.34 | $(0.27) | $0.65 | [Condensed Consolidated Statements of Comprehensive (Loss) Income](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20(Loss)%20Income) Details the components of comprehensive income, including net income and other comprehensive income items Condensed Consolidated Statements of Comprehensive (Loss) Income (in millions) | Metric | 3-Month Ended Sep 27, 2024 | 3-Month Ended Sep 29, 2023 | 6-Month Ended Sep 27, 2024 | 6-Month Ended Sep 29, 2023 | | :-------------------------------------------------------- | :------------------------- | :------------------------- | :------------------------- | :------------------------- | | Net (Loss) Income | $(33.6) | $65.7 | $(51.2) | $126.6 | | Foreign currency translation adjustment, net of tax | $5.4 | $(4.3) | $2.2 | $(4.8) | | Comprehensive (Loss) Income | $(28.2) | $61.3 | $(49.1) | $121.7 | | Comprehensive (Loss) Income Attributable to Allegro MicroSystems, Inc. | $(28.3) | $61.3 | $(49.1) | $121.7 | [Condensed Consolidated Statements of Changes in Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity) Outlines the changes in stockholders' equity over specific periods, reflecting net income, stock transactions, and other adjustments Condensed Consolidated Statements of Changes in Equity (in millions) | Metric | Balance at March 29, 2024 | Net Loss (6-month) | ESPP Issuances | Stock-based Compensation | Common Stock Issuance | Common Stock Repurchases | Tax Payments on Equity Awards | FX Translation Adjustment | Balance at Sep 27, 2024 | | :-------------------------------- | :------------------------ | :----------------- | :------------- | :----------------------- | :-------------------- | :----------------------- | :---------------------------- | :------------------------ | :------------------------ | | Common Stock Amount | $1.9 | — | $0.001 | $0.007 | $0.288 | $(0.388) | — | — | $1.8 | | Additional Paid-In Capital | $694.3 | — | $2.0 | $21.6 | $665.6 | $(377.2) | $(12.3) | — | $994.0 | | (Accumulated Deficit) Retained Earnings | $463.0 | $(51.4) | — | — | — | $(443.6) | — | — | $(31.9) | | Accumulated Other Comprehensive Loss | $(28.8) | — | — | — | — | — | — | $2.3 | $(26.6) | | Total Stockholders' Equity | $1,131.7 | $(51.2) | $2.0 | $21.6 | $665.8 | $(821.2) | $(12.3) | $2.2 | $938.7 | - The company repurchased **38,767,315 shares** of common stock for an aggregate consideration of **$853.8 million** during the six-month period ended September 27, 2024, significantly impacting equity[16](index=16&type=chunk)[19](index=19&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Summarizes the cash inflows and outflows from operating, investing, and financing activities over specific periods Condensed Consolidated Statements of Cash Flows (in millions) | Cash Flow Activity | 6-Month Ended Sep 27, 2024 | 6-Month Ended Sep 29, 2023 | Change (in millions) | | :------------------------------------------------------------------------------------------------- | :------------------------- | :------------------------- | :------------------- | | Net cash provided by operating activities | $49.7 | $96.4 | $(46.7) | | Net cash used in investing activities | $(20.9) | $(59.9) | $39.0 | | Net cash used in financing activities | $(53.3) | $(15.8) | $(37.5) | | Net (decrease) increase in cash and cash equivalents and restricted cash | $(23.1) | $19.7 | $(42.8) | [Notes to Unaudited Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed explanations of accounting policies, revenue, fair value, assets, liabilities, debt, equity, and related party transactions, including impacts from acquisitions and financing activities [1. Nature of the Business and Basis of Presentation](index=11&type=section&id=1.%20Nature%20of%20the%20Business%20and%20Basis%20of%20Presentation) Describes Allegro MicroSystems' core business as a global leader in sensing and power solutions and the basis for preparing its unaudited financial statements - Allegro MicroSystems, Inc. is a global leader in designing, developing, and manufacturing sensing and power solutions for motion control and energy-efficient systems in automotive and industrial markets[22](index=22&type=chunk) - The unaudited condensed consolidated financial statements are prepared in accordance with GAAP and include all necessary adjustments for a fair statement of financial position, results of operations, and cash flows for the interim periods[22](index=22&type=chunk) - The company's second quarter of fiscal year 2025 ended September 27, 2024, and the second quarter of fiscal year 2024 ended September 29, 2023, both representing 13-week periods[23](index=23&type=chunk) [2. Summary of Significant Accounting Policies](index=11&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) Outlines the key accounting policies and estimates used in preparing the financial statements, including management's judgments and recent accounting pronouncements - Management makes estimates and assumptions affecting reported amounts, including valuation of acquired intangible assets, goodwill impairment, inventory net realizable value, income taxes, and stock-based compensation[24](index=24&type=chunk) - No single distributor or customer accounted for **10% or more** of outstanding trade accounts receivable as of September 27, 2024, or March 29, 2024. For the three- and six-month periods ended September 27, 2024, no customer accounted for **10% or more** of total net sales, a change from the prior year where one distributor accounted for **11.6%** and **12.0%** respectively[26](index=26&type=chunk) - The FASB issued ASU 2023-09 (Income Taxes) and ASU 2023-07 (Segment Reporting), which will require additional disclosures but are not anticipated to have an adverse impact on financial condition or cash flows[27](index=27&type=chunk) [3. Revenue from Contracts with Customers](index=13&type=section&id=3.%20Revenue%20from%20Contracts%20with%20Customers) Details the company's revenue recognition from customer contracts, including segmentation by market, product, and geography, and notes a prior period classification correction - An immaterial error in the classification of net sales by market (Automotive, Industrial and Other) was identified and corrected for prior periods, with no impact on total net sales or net (loss) income[29](index=29&type=chunk) Net Sales by Market (in millions) | Market | 3-Month Ended Sep 27, 2024 | 3-Month Ended Sep 29, 2023 | 6-Month Ended Sep 27, 2024 | 6-Month Ended Sep 29, 2023 | | :--------------------- | :------------------------- | :------------------------- | :------------------------- | :------------------------- | | Automotive | $141.9 | $197.3 | $273.1 | $382.8 | | Industrial and other | $45.5 | $78.2 | $81.2 | $171.1 | | Total Net Sales | $187.4 | $275.5 | $354.3 | $553.8 | Net Sales by Product (in millions) | Product | 3-Month Ended Sep 27, 2024 | 3-Month Ended Sep 29, 2023 | 6-Month Ended Sep 27, 2024 | 6-Month Ended Sep 29, 2023 | | :-------------------------- | :------------------------- | :------------------------- | :------------------------- | :------------------------- | | Power integrated circuits | $58.7 | $99.7 | $110.5 | $203.7 | | Magnetic sensors | $128.7 | $175.8 | $243.8 | $350.1 | | Total Net Sales | $187.4 | $275.5 | $354.3 | $553.8 | Net Sales by Geography (in millions) | Geography | 3-Month Ended Sep 27, 2024 | 3-Month Ended Sep 29, 2023 | 6-Month Ended Sep 27, 2024 | 6-Month Ended Sep 29, 2023 | | :-------------- | :------------------------- | :------------------------- | :------------------------- | :------------------------- | | Americas | $34.2 | $57.3 | $61.7 | $114.6 | | EMEA (Europe) | $27.3 | $47.0 | $54.2 | $102.3 | | Asia | $125.9 | $171.3 | $238.4 | $336.8 | | Total Net Sales | $187.4 | $275.5 | $354.3 | $553.8 | [4. Fair Value Measurements](index=13&type=section&id=4.%20Fair%20Value%20Measurements) Presents the fair value of financial assets and liabilities, categorizing them within the fair value hierarchy Fair Value of Financial Assets (in millions) | Asset | September 27, 2024 | March 29, 2024 | | :-------------------- | :----------------- | :------------- | | Cash equivalents: Money market fund | $37.0 | $36.2 | | Restricted cash: Money market fund | $10.3 | $10.0 | | Total Assets | $47.3 | $46.2 | - The fair value of the Company's debt was **$399.5 million** as of September 27, 2024, classified as Level 2 within the fair value hierarchy[34](index=34&type=chunk) [5. Trade Accounts Receivable, net](index=14&type=section&id=5.%20Trade%20Accounts%20Receivable%2C%20net) Provides a breakdown of trade accounts receivable, net of provisions for credit losses and sales allowances Trade Accounts Receivable, net (in millions) | Metric | September 27, 2024 | March 29, 2024 | | :----------------------------------- | :----------------- | :------------- | | Trade accounts receivable | $118.4 | $163.5 | | Less: Provision for expected credit losses | $(0.022) | $(0.145) | | Less: Returns and sales allowances | $(41.3) | $(44.8) | | Total | $77.0 | $118.5 | [6. Inventories](index=14&type=section&id=6.%20Inventories) Details the composition of inventories, including raw materials, work in process, and finished goods, along with inventory provisions Inventories (in millions) | Category | September 27, 2024 | March 29, 2024 | | :-------------- | :----------------- | :------------- | | Raw materials | $8.5 | $9.5 | | Work in process | $118.2 | $110.2 | | Finished goods | $50.0 | $42.5 | | Total | $176.6 | $162.3 | - Inventory provisions totaled **$2,110 thousand** for the three-month period and **$4,487 thousand** for the six-month period ended September 27, 2024, compared to **$4,360 thousand** and **$9,436 thousand** for the respective prior year periods[36](index=36&type=chunk) [7. Property, Plant and Equipment, net](index=14&type=section&id=7.%20Property%2C%20Plant%20and%20Equipment%2C%20net) Presents the net carrying amount of property, plant, and equipment, and notes changes in useful lives for depreciation calculations Property, Plant and Equipment, net (in millions) | Category | September 27, 2024 | March 29, 2024 | | :--------------------------- | :----------------- | :------------- | | Total Cost | $842.6 | $819.7 | | Less accumulated depreciation | $(517.6) | $(498.5) | | Total Net | $325.1 | $321.2 | - Effective March 30, 2024, the Company increased the useful lives of a significant portion of its machinery and equipment from seven years to ten years, decreasing depreciation expense by **$4,463 thousand** for the three-month period and **$8,918 thousand** for the six-month period ended September 27, 2024[38](index=38&type=chunk) [8. Goodwill and Intangible Assets](index=15&type=section&id=8.%20Goodwill%20and%20Intangible%20Assets) Details the company's goodwill and intangible assets, including changes from acquisitions and amortization expenses Goodwill (in thousands) | Metric | Total (in thousands) | | :---------------------------- | :------------------- | | Balance at March 29, 2024 | $202,425 | | Measurement period adjustments | $378 | | Foreign currency translation | $348 | | Balance at September 27, 2024 | $203,151 | - Goodwill increased by **$378 thousand** due to finalization of income tax matters related to the Crocus acquisition, with the purchase price allocation still preliminary[39](index=39&type=chunk) Intangible Assets, net (in millions) | Description | September 27, 2024 Net Carrying Amount | March 29, 2024 Net Carrying Amount | | :----------------------------------------- | :------------------------------------- | :--------------------------------- | | Patents | $23.8 | $22.9 | | Customer relationships | $11.3 | $11.7 | | Completed technologies | $229.4 | $240.0 | | Indefinite-lived process technology and trademarks | $2.3 | $2.3 | | Trademarks and other | $0 | $0 | | Total | $266.8 | $276.9 | - Intangible assets amortization expense was **$6,411 thousand** for the three-month period and **$12,723 thousand** for the six-month period ended September 27, 2024, a significant increase from **$1,510 thousand** and **$3,005 thousand** in the prior year periods, primarily due to the Crocus acquisition[40](index=40&type=chunk) [9. Debt and Other Borrowings](index=16&type=section&id=9.%20Debt%20and%20Other%20Borrowings) Outlines the company's debt obligations, including term loan facilities, finance lease liabilities, and recent refinancing activities Debt Obligations (in millions) | Metric | September 27, 2024 | March 29, 2024 | | :---------------------------------------------------------- | :----------------- | :------------- | | 2023 Term Loan Facility | $400.0 | $249.4 | | Unamortized debt issuance costs | $(7.0) | $(4.3) | | Finance lease liabilities | $8.5 | $8.4 | | Total debt | $401.5 | $253.5 | | Current portion of long-term debt and finance lease liabilities | $(5.5) | $(3.9) | | Total long-term debt and finance lease liabilities, less current portion | $396.1 | $249.6 | - On August 6, 2024, the Company entered into the Second Amendment, increasing the 2023 Revolving Credit Facility to **$256 million** and providing a new **$400 million** Refinanced 2023 Term Loan Facility maturing in 2030[43](index=43&type=chunk)[45](index=45&type=chunk) - Proceeds were used for common stock repurchase and refinancing the previous term loan[45](index=45&type=chunk) - The Refinanced 2023 Term Loan Facility amortizes at **1.00%** per annum and bears interest at Term SOFR plus **2.25%** or a base rate plus **1.25%**. A **$25 million** payment on October 31, 2024, eliminated future required minimum quarterly payments[45](index=45&type=chunk) [10. Commitments and Contingencies](index=17&type=section&id=10.%20Commitments%20and%20Contingencies) Addresses the company's legal proceedings and other commitments, noting no material adverse effects are currently anticipated - The Company is subject to various legal proceedings in the normal course of business but is not aware of any pending or threatened legal proceeding that could have a material adverse effect on its business, operating results, cash flows, or financial condition[46](index=46&type=chunk) [11. Net (Loss) Income per Share](index=17&type=section&id=11.%20Net%20(Loss)%20Income%20per%20Share) Provides the calculation of basic and diluted net (loss) income per share, including the impact of contingently issuable shares Net (Loss) Income per Share (in thousands, except per share amounts) | Metric | 3-Month Ended Sep 27, 2024 | 3-Month Ended Sep 29, 2023 | 6-Month Ended Sep 27, 2024 | 6-Month Ended Sep 29, 2023 | | :----------------------------------------------------------------------------------------- | :------------------------- | :------------------------- | :------------------------- | :------------------------- | | Net (loss) income attributable to Allegro MicroSystems, Inc. | $(33,675) | $65,617 | $(51,350) | $126,467 | | Basic weighted average shares of common stock | 189,182,850 | 192,431,094 | 191,324,281 | 192,214,210 | | Diluted weighted average shares of common stock | 189,182,850 | 195,100,855 | 191,324,281 | 195,055,495 | | Basic net (loss) income per common share | $(0.18) | $0.34 | $(0.27) | $0.66 | | Diluted net (loss) income per common share | $(0.18) | $0.34 | $(0.27) | $0.65 | - Contingently issuable shares under RSUs (**1,644,248**) and PSUs (**607,984**) were excluded from diluted EPS calculation for the three-month period ended September 27, 2024, as they would have an antidilutive effect due to the net loss[48](index=48&type=chunk)[49](index=49&type=chunk) [12. Common Stock and Stock-Based Compensation](index=18&type=section&id=12.%20Common%20Stock%20and%20Stock-Based%20Compensation) Details activity related to restricted stock units (RSUs) and performance stock units (PSUs), along with associated stock-based compensation expenses Restricted Stock Unit (RSU) Activity (in thousands, except share amounts) | Metric | Shares | Weighted-Average Grant Date Fair Value | | :----------------------------------- | :---------- | :------------------------------------- | | Outstanding at March 29, 2024 | 2,215,621 | $29.82 | | Granted | 1,362,512 | $28.47 | | Issued | (866,762) | $28.98 | | Forfeited | (124,702) | $29.49 | | Outstanding at September 27, 2024 | 2,586,669 | $29.42 | - Total unrecognized compensation expense for RSUs was **$62,896 thousand**, expected to be recognized over **2.15 years**. The total grant date fair value of RSUs vested was **$25,106 thousand** for the six-month period ended September 27, 2024[52](index=52&type=chunk) Performance Stock Unit (PSU) Activity (in thousands, except share amounts) | Metric | Shares | Weighted-Average Grant Date Fair Value | | :--------------------------------------------------------- | :---------- | :------------------------------------- | | Outstanding at March 29, 2024 | 2,429,393 | $25.64 | | Granted | 528,213 | $31.06 | | Excess shares issued due achievement of performance conditions | 12,358 | $13.94 | | Issued | (310,917) | $28.81 | | Forfeited | (65,078) | $34.06 | | Outstanding at September 27, 2024 | 2,593,969 | $26.07 | - Total compensation cost related to unvested PSUs was **$22,489 thousand**, expected to be recognized over **2.16 years**. The total grant date fair value of PSUs vested was **$8,958 thousand** for the six-month period ended September 27, 2024[53](index=53&type=chunk) Stock-Based Compensation Expense by Category (in thousands) | Expense Category | 3-Month Ended Sep 27, 2024 | 3-Month Ended Sep 29, 2023 | 6-Month Ended Sep 27, 2024 | 6-Month Ended Sep 29, 2023 | | :---------------------------------- | :------------------------- | :------------------------- | :------------------------- | :------------------------- | | Cost of goods sold | $817 | $946 | $1,378 | $3,552 | | Research and development | $3,523 | $3,602 | $7,258 | $6,470 | | Selling, general and administrative | $7,205 | $6,329 | $13,027 | $11,897 | | Total stock-based compensation | $11,545 | $10,877 | $21,663 | $21,919 | [13. Income Taxes](index=19&type=section&id=13.%20Income%20Taxes) Presents the income tax benefit or provision and the effective tax rate, explaining the factors influencing changes Income Tax (Benefit) Provision and Effective Tax Rate (in thousands) | Metric | 3-Month Ended Sep 27, 2024 | 3-Month Ended Sep 29, 2023 | 6-Month Ended Sep 27, 2024 | 6-Month Ended Sep 29, 2023 | | :----------------------------------- | :------------------------- | :------------------------- | :------------------------- | :------------------------- | | (Benefit) provision for income taxes | $(9,470) | $7,400 | $(8,430) | $14,615 | | Effective tax rate | 22.0% | 10.1% | 14.1% | 10.4% | - The increase in the effective tax rate for both three- and six-month periods was mainly due to a decrease in forecasted US GAAP income before taxes, less tax deductions for share-based compensation, and an increase in nondeductible expenses primarily related to the Sanken and PSL transactions[55](index=55&type=chunk) [14. Related Party Transactions](index=19&type=section&id=14.%20Related%20Party%20Transactions) Describes significant transactions with related parties, including a share repurchase agreement with Sanken and the PSL Transaction - On July 23, 2024, the Company entered into a Share Repurchase Agreement with Sanken Electric Co., Ltd. to repurchase **38,767,315 shares** of common stock in two closings, funded by an equity offering and the Refinanced 2023 Term Loan Facility[56](index=56&type=chunk)[58](index=58&type=chunk) - Sanken reimbursed expenses and paid a **$35 million** facilitation fee[58](index=58&type=chunk) - The share repurchase was accounted for as a forward repurchase contract, resulting in a **$34.752 million** loss on change in fair value recognized in the condensed consolidated statements of operations[58](index=58&type=chunk) - On September 20, 2024, the Company completed the PSL Transaction, discharging **$10.350 million** in PSL Promissory Notes for PSL equity interests, resulting in a net loss of **$2.804 million** primarily from the difference between selling price and carrying amount per share[58](index=58&type=chunk)[59](index=59&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Discusses Allegro MicroSystems' business, recent updates, and key factors affecting operating results, detailing financial performance, liquidity, capital resources, and cash flow activities for the periods ended September 27, 2024 [Overview](index=22&type=section&id=Overview) Provides a high-level summary of Allegro MicroSystems' business as a global leader in sensor ICs and power ICs, along with key financial highlights - Allegro MicroSystems is a global leader in sensor ICs and application-specific analog power ICs for automotive and industrial markets, shipping over **1.5 billion units** annually to more than **10,000 customers**[62](index=62&type=chunk) Key Financial Highlights (in millions) | Metric | 3-Month Ended Sep 27, 2024 | 3-Month Ended Sep 29, 2023 | 6-Month Ended Sep 27, 2024 | 6-Month Ended Sep 29, 2023 | | :-------------- | :------------------------- | :------------------------- | :------------------------- | :------------------------- | | Total Net Sales | $187.4 | $275.5 | $354.3 | $553.8 | | Net (Loss) Income | $(33.6) | $65.7 | $(51.2) | $126.6 | [Business Updates](index=22&type=section&id=Business%20Updates) Highlights recent significant corporate actions, including share repurchases, debt refinancing, and the PSL Transaction - The Company completed a share repurchase of **38,767,315 common shares** from Sanken in two closings (July 29, 2024, and August 7, 2024), funded by a **$665.9 million** equity offering and a portion of the Refinanced 2023 Term Loan Facility[63](index=63&type=chunk)[64](index=64&type=chunk) - The 2023 Revolving Credit Facility capacity was increased to **$256.0 million**, and a new **$400 million** Refinanced 2023 Term Loan Facility was established, maturing in 2030, with proceeds used for share repurchases, refinancing, and general corporate purposes[64](index=64&type=chunk) - The PSL Transaction closed on September 20, 2024, involving a **$175.0 million** capital contribution to PSL by a subscriber and the Company discharging **$10.4 million** in PSL Promissory Notes for an equity interest, resulting in a **$2.8 million** net loss for the Company[64](index=64&type=chunk) [Other Key Factors and Trends Affecting Our Operating Results](index=24&type=section&id=Other%20Key%20Factors%20and%20Trends%20Affecting%20Our%20Operating%20Results) Discusses various external and internal factors influencing Allegro's operating results, such as inflation, design wins, customer demand, manufacturing costs, and industry cyclicality [Inflation](index=24&type=section&id=Inflation) Addresses the impact of increased inflation on operating costs and potential effects on gross margins and profitability - Increased inflation has led to higher labor, wafer, material, transportation, and energy costs. The Company may not be able to fully offset these increases through price adjustments or productivity initiatives, potentially impacting gross margins and profitability[66](index=66&type=chunk) [Design Wins with New and Existing Customers](index=24&type=section&id=Design%20Wins%20with%20New%20and%20Existing%20Customers) Emphasizes the importance of securing new design mandates for future sales growth and mitigating average selling price declines - Future sales are highly dependent on securing new design mandates from customers, which are critical to mitigate expected declines in average selling prices (ASPs) over time[67](index=67&type=chunk) - The design win process is lengthy (**2-4 years** from initiation to sales) and requires significant R&D investment without guarantee of selection, making the loss or delay of key design wins a potential adverse factor[67](index=67&type=chunk) [Customer Demand, Orders and Forecasts](index=24&type=section&id=Customer%20Demand%2C%20Orders%20and%20Forecasts) Explains how product demand is influenced by end-market conditions, seasonality, and competitive pressures, noting risks from non-binding customer forecasts - Demand for products is highly dependent on end-market conditions, subject to seasonality, cyclicality, and competitive pressures. Customer forecasts do not commit to minimum purchases and can be revised or canceled, posing risks of inventory shortages or excess[68](index=68&type=chunk) [Manufacturing Costs and Product Mix](index=24&type=section&id=Manufacturing%20Costs%20and%20Product%20Mix) Discusses the factors affecting gross margin, including average selling prices, product mix, material costs, and manufacturing efficiencies - Gross margin is influenced by ASPs, product mix, material costs, yields, and manufacturing efficiencies. While ASPs are expected to decline long-term, this is often offset by improvements in manufacturing yields and lower costs[69](index=69&type=chunk) - Gross margin fluctuates quarterly due to changes in ASPs, new product introductions, and manufacturing costs, generally decreasing with lower production volumes due to reduced absorption of fixed costs[69](index=69&type=chunk) [Cyclical Nature of the Semiconductor Industry](index=25&type=section&id=Cyclical%20Nature%20of%20the%20Semiconductor%20Industry) Highlights the inherent cyclicality of the semiconductor industry, characterized by rapid technological change and fluctuations in supply and demand - The semiconductor industry is highly cyclical, characterized by rapid technological change, obsolescence, and fluctuations in supply and demand. Periods of growth improve margins, while contractions lead to declines in sales, production, and margins[71](index=71&type=chunk) [2017 Tax Cuts and Jobs Act](index=25&type=section&id=2017%20Tax%20Cuts%20and%20Jobs%20Act) Explains the impact of the 2017 Tax Cuts and Jobs Act on R&D expenditure capitalization and amortization, affecting annual cash taxes - Beginning in fiscal year 2023, U.S. tax law requires capitalization and amortization of domestic and foreign R&D expenditures over five and 15 years, respectively, increasing annual cash taxes by approximately **$5.0 million** for fiscal year 2025, partially offset by a **$5.5 million** foreign derived intangible income benefit[72](index=72&type=chunk) [Results of Operations](index=25&type=section&id=Results%20of%20Operations) Details the significant declines in net sales and profitability for the three- and six-month periods ended September 27, 2024, driven by reduced customer inventory and demand across all markets and products [Three-Month Period Ended September 27, 2024 Compared to Three-Month Period Ended September 29, 2023](index=25&type=section&id=Three-Month%20Period%20Ended%20September%2027%2C%202024%20Compared%20to%20Three-Month%20Period%20Ended%20September%2029%2C%202023) Net sales decreased by **32.0% to $187.4 million**, resulting in a **net loss of $33.7 million**, driven by reduced customer inventory and lower shipments across all end markets [Total net sales](index=25&type=section&id=Total%20net%20sales%20(3-month)) Reports the total net sales for the three-month period, highlighting a significant decrease due to reduced customer inventory and lower shipments Total Net Sales (3-Month Period, in millions) | Metric | Sep 27, 2024 | Sep 29, 2023 | Change Amount | Change % | | :-------------- | :----------- | :----------- | :------------ | :------- | | Total Net Sales | $187.4 | $275.5 | $(88.1) | (32.0)% | - The decrease was primarily driven by an overall reduction in customer held inventory and a corresponding decline in shipments across all end markets and applications, partially offset by an increase in smart home applications[74](index=74&type=chunk) [Sales Trends by Market](index=26&type=section&id=Sales%20Trends%20by%20Market%20(3-month)) Analyzes net sales performance across automotive and industrial markets for the three-month period, noting declines due to inventory rebalancing and reduced demand Net Sales by Market (3-Month Period, in millions) | Market | Sep 27, 2024 | Sep 29, 2023 | Change Amount | Change % | | :--------------------- | :----------- | :----------- | :------------ | :------- | | Automotive | $141.9 | $197.3 | $(55.4) | (28.1)% | | Industrial and other | $45.5 | $78.2 | $(32.7) | (41.8)% | | Total Net Sales | $187.4 | $275.5 | $(88.1) | (32.0)% | - Automotive net sales decreased due to inventory rebalancing and changes in product mix. Industrial and other net sales decreased due to lower demand and distributor inventory reductions, partially offset by smart home application growth[76](index=76&type=chunk) [Sales Trends by Product](index=26&type=section&id=Sales%20Trends%20by%20Product%20(3-month)) Examines net sales trends by product category (Power ICs and Magnetic Sensors) for the three-month period, showing declines driven by decreased demand Net Sales by Product (3-Month Period, in millions) | Product | Sep 27, 2024 | Sep 29, 2023 | Change Amount | Change % | | :-------------------------- | :----------- | :----------- | :------------ | :------- | | Power integrated circuits | $58.7 | $99.7 | $(41.0) | (41.2)% | | Magnetic sensors and other | $128.7 | $175.8 | $(47.1) | (26.8)% | | Total Net Sales | $187.4 | $275.5 | $(88.1) | (32.0)% | - PIC sales declined due to decreased demand for motor products. MS and other sales decreased due to lower demand for current, isolator, magnetic speed, and position sensors, partially offset by TMR solutions[78](index=78&type=chunk) [Sales Trends by Geographic Location](index=26&type=section&id=Sales%20Trends%20by%20Geographic%20Location%20(3-month)) Reviews net sales performance across Americas, EMEA, and Asia for the three-month period, indicating widespread declines in automotive and industrial sectors Net Sales by Geography (3-Month Period, in millions) | Geography | Sep 27, 2024 | Sep 29, 2023 | Change Amount | Change % | | :-------------- | :----------- | :----------- | :------------ | :------- | | Americas | $34.2 | $57.3 | $(23.1) | (40.3)% | | EMEA (Europe) | $27.3 | $47.0 | $(19.7) | (41.9)% | | Asia | $125.9 | $171.3 | $(45.4) | (26.5)% | | Total Net Sales | $187.4 | $275.5 | $(88.1) | (32.0)% | - Americas sales decreased due to lower demand in US automotive and industrial markets. Greater China and Europe also saw declines in automotive and industrial sectors, with specific impacts on EV, ADAS, and internal combustion engine applications[80](index=80&type=chunk) [Cost of goods sold](index=27&type=section&id=Cost%20of%20goods%20sold%20(3-month)) Discusses the decrease in cost of goods sold and its increase as a percentage of net sales, influenced by reduced volume and product mix - Cost of goods sold decreased by **12.3%** to **$101.7 million**, primarily due to reduced shipped volume and product mix changes, partially offset by increased amortization of intangible assets from the Crocus acquisition[73](index=73&type=chunk)[81](index=81&type=chunk) - As a percentage of total net sales, cost of goods sold increased from **42.1%** to **54.3%**, mainly due to reduced production volume and product mix[81](index=81&type=chunk) [Gross profit and gross margin](index=27&type=section&id=Gross%20profit%20and%20gross%20margin%20(3-month)) Reports the significant decrease in gross profit and gross margin, primarily due to lower net sales and an unfavorable product mix - Gross profit decreased by **46.3%** to **$85.7 million**, and gross margin declined from **57.9%** to **45.7%**, primarily due to the decrease in net sales and unfavorable product mix[73](index=73&type=chunk)[82](index=82&type=chunk) [Research and development expenses](index=27&type=section&id=Research%20and%20development%20expenses%20(3-month)) Details the slight increase in R&D expenses and its rise as a percentage of net sales, reflecting lower sales volume - R&D expenses slightly increased by **0.2%** to **$43.5 million**, primarily due to higher R&D supplies, partially offset by R&D tax credits and reduced personnel costs[73](index=73&type=chunk)[83](index=83&type=chunk) - As a percentage of total net sales, R&D expenses increased from **15.8%** to **23.2%**, reflecting the decline in net sales[83](index=83&type=chunk) [Selling, general and administrative expenses](index=27&type=section&id=Selling%20general%20and%20administrative%20expenses%20(3-month)) Explains the decrease in SG&A expenses and its increase as a percentage of net sales, driven by lower sales - SG&A expenses decreased by **11.8%** to **$38.1 million**, mainly due to a decrease in the annual incentive program and outside service costs, partially offset by increased personnel and severance expenses[73](index=73&type=chunk)[84](index=84&type=chunk) - As a percentage of total net sales, SG&A expenses increased from **15.7%** to **20.3%**, driven by the decline in net sales[84](index=84&type=chunk) [Interest expense](index=27&type=section&id=Interest%20expense%20(3-month)) Highlights the substantial increase in interest expense due to higher interest payments and increased outstanding debt - Interest expense significantly increased by **1,265.8%** to **$10.4 million**, due to higher interest payments on the Refinanced 2023 Term Loan Facility and an increased total outstanding debt balance[73](index=73&type=chunk)[85](index=85&type=chunk) [Interest income](index=27&type=section&id=Interest%20income%20(3-month)) Reports the decrease in interest income, primarily attributed to lower cash and cash equivalent balances - Interest income decreased by **50.6%** to **$0.4 million**, primarily due to lower cash and cash equivalent balances[73](index=73&type=chunk)[86](index=86&type=chunk) [Loss on change in fair value of forward repurchase contract](index=27&type=section&id=Loss%20on%20change%20in%20fair%20value%20of%20forward%20repurchase%20contract%20(3-month)) Notes the recording of a significant loss from the change in fair value of a forward repurchase contract - A loss of **$34.752 million** was recorded on the change in fair value of a forward repurchase contract, attributed to various settlement dates under the Share Repurchase Agreement[73](index=73&type=chunk)[87](index=87&type=chunk) [Other (expense) income, net](index=27&type=section&id=Other%20(expense)%20income%2C%20net%20(3-month)) Explains the shift from other income to expense, primarily due to a net loss from the PSL Closing and foreign currency impacts - Other (expense) income, net, shifted from a **$0.064 million** income to a **$(2.465) million** expense, primarily due to a **$2.8 million** net loss from the PSL Closing and foreign currency gains from U.S. Dollar strengthening against the Philippine Peso[73](index=73&type=chunk)[88](index=88&type=chunk) [Income tax (benefit) provision](index=28&type=section&id=Income%20tax%20(benefit)%20provision%20(3-month)) Details the shift from an income tax provision to a benefit, with an increased effective tax rate, influenced by decreased GAAP income and nondeductible expenses - The income tax shifted from a **$7.4 million** provision to a **$(9.5) million** benefit, with the effective tax rate increasing from **10.1%** to **22.0%**. This change was mainly due to decreased forecasted GAAP income before taxes and increased nondeductible expenses from the Sanken and PSL transactions[73](index=73&type=chunk)[89](index=89&type=chunk) [Six-Month Period Ended September 27, 2024 Compared to Six-Month Period Ended September 29, 2023](index=28&type=section&id=Six-Month%20Period%20Ended%20September%2027%2C%202024%20Compared%20to%20Six-Month%20Period%20Ended%20September%2029%2C%202023) Net sales decreased by **36.0% to $354.3 million**, resulting in a **net loss of $51.2 million**, driven by reduced customer inventory and lower shipments across all end markets [Total net sales](index=28&type=section&id=Total%20net%20sales%20(6-month)) Reports the total net sales for the six-month period, highlighting a significant decrease due to reduced customer inventory and lower shipments across various applications Total Net Sales (6-Month Period, in millions) | Metric | Sep 27, 2024 | Sep 29, 2023 | Change Amount | Change % | | :-------------- | :----------- | :----------- | :------------ | :------- | | Total Net Sales | $354.3 | $553.8 | $(199.5) | (36.0)% | - The decrease was primarily driven by an overall reduction in customer held inventory and a corresponding decline in shipments across all end markets and applications, including e-Mobility, safety comfort and convenience, broad-based industrial, clean energy, automation, data center, and consumer/smart home products[91](index=91&type=chunk) [Sales Trends by Market](index=29&type=section&id=Sales%20Trends%20by%20Market%20(6-month)) Analyzes net sales performance across automotive and industrial markets for the six-month period, noting declines due to inventory rebalancing and reduced demand Net Sales by Market (6-Month Period, in millions) | Market | Sep 27, 2024 | Sep 29, 2023 | Change Amount | Change % | | :--------------------- | :----------- | :----------- | :------------ | :------- | | Automotive | $273.1 | $382.8 | $(109.7) | (28.7)% | | Industrial and other | $81.2 | $171.1 | $(89.8) | (52.5)% | | Total Net Sales | $354.3 | $553.8 | $(199.5) | (36.0)% | - Automotive net sales decreased due to inventory rebalancing and product mix changes. Industrial and other net sales decreased significantly due to lower demand for broad-based industrial applications and distributor inventory reductions[92](index=92&type=chunk) [Sales Trends by Product](index=29&type=section&id=Sales%20Trends%20by%20Product%20(6-month)) Examines net sales trends by product category (Power ICs and Magnetic Sensors) for the six-month period, showing declines driven by decreased demand Net Sales by Product (6-Month Period, in millions) | Product | Sep 27, 2024 | Sep 29, 2023 | Change Amount | Change % | | :-------------------------- | :----------- | :----------- | :------------ | :------- | | Power integrated circuits | $110.5 | $203.7 | $(93.2) | (45.8)% | | Magnetic sensors and other | $243.8 | $350.1 | $(106.3) | (30.4)% | | Total Net Sales | $354.3 | $553.8 | $(199.5) | (36.0)% | [Sales Trends by Geographic Location](index=29&type=section&id=Sales%20Trends%20by%20Geographic%20Location%20(6-month)) Reviews net sales performance across Americas, EMEA, and Asia for the six-month period, indicating widespread declines in automotive and industrial sectors Net Sales by Geography (6-Month Period, in millions) | Geography | Sep 27, 2024 | Sep 29, 2023 | Change Amount | Change % | | :-------------- | :----------- | :----------- | :------------ | :------- | | Americas | $61.7 | $114.6 | $(52.9) | (46.2)% | | EMEA (Europe) | $54.2 | $102.3 | $(48.2) | (47.1)% | | Asia | $238.4 | $336.8 | $(98.4) | (29.2)% | | Total Net Sales | $354.3 | $553.8 | $(199.5) | (36.0)% | - Americas sales decreased due to declines in US automotive and industrial markets. Greater China sales declined in automotive and industrial markets due to distributor inventory. Europe sales declined in automotive and industrial, particularly in internal combustion engine demand. South Korea and Other Asia also saw declines, while Japan's decline was partially offset by broad-based applications and electric vehicles[94](index=94&type=chunk) [Cost of goods sold](index=30&type=section&id=Cost%20of%20goods%20sold%20(6-month)) Discusses the decrease in cost of goods sold and its increase as a percentage of net sales, influenced by reduced volume and product mix - Cost of goods sold decreased by **18.0%** to **$193.9 million**, primarily due to reduced shipped volume and product mix changes, partially offset by increased amortization of intangible assets from the Crocus acquisition[90](index=90&type=chunk)[95](index=95&type=chunk) - As a percentage of total net sales, cost of goods sold increased from **42.7%** to **54.7%**, mainly due to reduced production volume and product mix[95](index=95&type=chunk) [Gross profit and gross margin](index=30&type=section&id=Gross%20profit%20and%20gross%20margin%20(6-month)) Reports the significant decrease in gross profit and gross margin, primarily due to lower net sales and an unfavorable product mix - Gross profit decreased by **49.5%** to **$160.4 million**, and gross margin declined from **57.3%** to **45.3%**, primarily due to the decrease in net sales and unfavorable product mix[90](index=90&type=chunk)[96](index=96&type=chunk) [Research and development expenses](index=30&type=section&id=Research%20and%20development%20expenses%20(6-month)) Details the increase in R&D expenses and its rise as a percentage of net sales, reflecting lower sales volume - R&D expenses increased by **2.7%** to **$88.7 million**, primarily due to higher R&D supplies and personnel costs, partially offset by R&D tax credits[90](index=90&type=chunk)[97](index=97&type=chunk) - As a percentage of total net sales, R&D expenses increased from **15.6%** to **25.0%**, reflecting the decline in net sales[97](index=97&type=chunk) [Selling, general and administrative expenses](index=30&type=section&id=Selling%20general%20and%20administrative%20expenses%20(6-month)) Explains the decrease in SG&A expenses and its increase as a percentage of net sales, driven by lower sales - SG&A expenses decreased by **10.4%** to **$78.3 million**, mainly due to a decrease in the annual incentive program and outside service costs, partially offset by increased personnel and severance expenses[90](index=90&type=chunk)[98](index=98&type=chunk) - As a percentage of total net sales, SG&A expenses increased from **15.8%** to **22.1%**, driven by the decline in net sales[98](index=98&type=chunk) [Interest expense](index=30&type=section&id=Interest%20expense%20(6-month)) Highlights the substantial increase in interest expense due to higher interest payments and increased outstanding debt - Interest expense significantly increased by **930.1%** to **$15.7 million**, due to higher interest payments on the Refinanced 2023 Term Loan Facility and an increased total outstanding debt balance[90](index=90&type=chunk)[99](index=99&type=chunk) [Interest income](index=30&type=section&id=Interest%20income%20(6-month)) Reports the decrease in interest income, primarily attributed to lower cash and cash equivalent balances - Interest income decreased by **46.0%** to **$0.9 million**, primarily due to lower cash and cash equivalent balances[90](index=90&type=chunk)[100](index=100&type=chunk) [Loss on change in fair value of forward repurchase contract](index=30&type=section&id=Loss%20on%20change%20in%20fair%20value%20of%20forward%20repurchase%20contract%20(6-month)) Notes the recording of a significant loss from the change in fair value of a forward repurchase contract - A loss of **$34.752 million** was recorded on the change in fair value of a forward repurchase contract, attributed to various settlement dates under the Share Repurchase Agreement[90](index=90&type=chunk)[101](index=101&type=chunk) [Other (expense) income, net](index=30&type=section&id=Other%20(expense)%20income%2C%20net%20(6-month)) Explains the increase in other expense, primarily due to a net loss from the PSL Closing and foreign currency impacts - Other (expense) income, net, increased by **32.9%** to **$(3.5) million**, primarily due to a **$2.8 million** net loss from the PSL Closing and foreign currency losses from U.S. Dollar strengthening against the Peso[90](index=90&type=chunk)[102](index=102&type=chunk) [Income tax (benefit) provision](index=31&type=section&id=Income%20tax%20(benefit)%20provision%20(6-month)) Details the shift from an income tax provision to a benefit, with an increased effective tax rate, influenced by decreased GAAP income and nondeductible expenses - The income tax shifted from a **$14.6 million** provision to a **$(8.4) million** benefit, with the effective tax rate increasing from **10.4%** to **14.1%**. This change was mainly due to decreased forecasted GAAP income before taxes and increased nondeductible expenses from the Sanken and PSL transactions[90](index=90&type=chunk)[103](index=103&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) Discusses the company's cash and working capital, primary liquidity requirements, and sources of funding, including recent debt facilities Liquidity Metrics (in millions) | Metric | September 27, 2024 | March 29, 2024 | Change (in millions) | | :------------------ | :----------------- | :------------- | :------------------- | | Cash and cash equivalents | $188.8 | $212.1 | $(23.3) | | Working capital | $399.6 | $454.3 | $(54.7) | - The Company's primary liquidity requirements include working capital, capital expenditures, debt payments, and general corporate needs, historically met by operating activities and cash on hand[104](index=104&type=chunk) - The Refinanced 2023 Term Loan Facility provides a new **$400 million** tranche of term loans[104](index=104&type=chunk) - Management believes existing cash will be sufficient for the next **12 months**, but additional funding may be sought for future growth, potentially through equity or debt financing, which could lead to dilution or restrictive covenants[104](index=104&type=chunk) [Cash Flows from Operating, Investing and Financing Activities](index=31&type=section&id=Cash%20Flows%20from%20Operating%2C%20Investing%20and%20Financing%20Activities) Cash flows for the six-month period show decreased operating cash, reduced investing cash use, and increased financing cash use, reflecting net loss, share repurchases, and debt refinancing [Operating Activities](index=32&type=section&id=Operating%20Activities) Details the decrease in net cash provided by operating activities, primarily due to a net loss, partially offset by noncash charges - Net cash provided by operating activities decreased to **$49.7 million** (from **$96.4 million** in prior year), primarily due to a net loss of **$51.2 million**, partially offset by noncash charges of **$93.2 million** (including **$34.8 million** loss on forward repurchase contract and **$32.5 million** depreciation/amortization)[105](index=105&type=chunk)[107](index=107&type=chunk) - Changes in operating assets and liabilities included a **$41.4 million** decrease in trade accounts receivable and a **$13.7 million** increase in trade accounts payable, offset by an **$18.8 million** increase in inventories and a **$16.8 million** decrease in accrued expenses[107](index=107&type=chunk) [Investing Activities](index=32&type=section&id=Investing%20Activities) Reports the decrease in net cash used in investing activities, solely attributed to purchases of property, plant, and equipment - Net cash used in investing activities decreased to **$20.9 million** (from **$59.9 million** in prior year), consisting solely of purchases of property, plant, and equipment[105](index=105&type=chunk)[108](index=108&type=chunk) [Financing Activities](index=32&type=section&id=Financing%20Activities) Explains the increase in net cash used in financing activities, driven by common stock repurchases and term loan payments, partially offset by stock issuance and debt proceeds - Net cash used in financing activities increased to **$53.3 million** (from **$15.8 million** in prior year), driven by **$853.8 million** in common stock repurchases and **$50.0 million** in term loan payments, partially offset by **$665.9 million** from common stock issuance and **$193.5 million** net proceeds from the Refinanced 2023 Term Loan Facility[105](index=105&type=chunk)[109](index=109&type=chunk) [Debt Obligations](index=32&type=section&id=Debt%20Obligations%20(MD%26A)) Refers to detailed information on the company's debt obligations, including credit facilities and term loans - Refer to Note 9 for detailed information regarding the Company's debt obligations, including the 2023 Revolving Credit Facility and the Refinanced 2023 Term Loan Facility[110](index=110&type=chunk) [Recent Accounting Pronouncements](index=32&type=section&id=Recent%20Accounting%20Pronouncements%20(MD%26A)) Refers to a full description of recent accounting pronouncements and their expected impact on financial statements - Refer to Note 2 for a full description of recent accounting pronouncements, including ASU 2023-09 (Income Taxes) and ASU 2023-07 (Segment Reporting), and their expected impact on financial statements[110](index=110&type=chunk) [Critical Accounting Estimates](index=33&type=section&id=Critical%20Accounting%20Estimates) States that there have been no material changes to the company's critical accounting policies and estimates since the last annual report - There have been no material changes in the Company's critical accounting policies and estimates since March 29, 2024, as described in Note 2 of the 2024 Annual Report[111](index=111&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No material changes in exposures to market risk, including interest rate, foreign currency, and inflation, since March 29, 2024 - No material changes in exposures to market risk (interest rate, foreign currency exchange rate, inflation) since March 29, 2024[112](index=112&type=chunk) [Item 4. Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Disclosure controls and procedures were effective as of September 27, 2024, with no material changes in internal control over financial reporting - Disclosure controls and procedures were evaluated as effective at the reasonable assurance level as of September 27, 2024, by the CEO and CFO[114](index=114&type=chunk) - No material changes in internal control over financial reporting occurred during the period covered by this Quarterly Report[115](index=115&type=chunk) [PART II. Other Information](index=34&type=section&id=PART%20II.%20Other%20Information) This section covers legal proceedings, risk factors, equity security sales, other information including executive compensation amendments, and a list of exhibits [Item 1. Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The Company is not party to any material legal proceedings and is unaware of any pending actions that could materially adversely affect its business - The Company is not currently involved in any material legal proceedings and is unaware of any pending or threatened legal actions that could have a material adverse effect on its business[117](index=117&type=chunk) [Item 1A. Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors previously disclosed in the Annual Report on Form 10-K filed May 23, 2024 - No material changes to risk factors previously disclosed in the Annual Report on Form 10-K filed May 23, 2024[118](index=118&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=34&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) There were no unregistered sales of equity securities or use of proceeds to report during the period - No unregistered sales of equity securities or use of proceeds to report[119](index=119&type=chunk) [Item 5. Other Information](index=34&type=section&id=Item%205.%20Other%20Information) The Company amended its CEO's employment agreement and executive equity award agreements to revise severance terms and extend the change in control protection period - On October 31, 2024, the CEO's employment agreement was amended to increase severance benefits for termination without cause or resignation for good reason outside a CIC, including **2.0 times base salary** plus target annual bonus and up to **18 months** of health care continuation payments[120](index=120&type=chunk) - The amendment also specified a **24-month** CIC 'protection' period for full equity award vesting acceleration, overriding the **12-month** period in existing agreements[120](index=120&type=chunk) - Standard executive severance agreements for new officers will provide **1.0 times base salary** plus target annual bonus for termination without cause or resignation for good reason, and a Section 280G 'best net benefit' provision was added[121](index=121&type=chunk) - All outstanding executive RSU and PSU award agreements were amended to increase the CIC 'protection' period from **12 to 24 months** for equity award vesting acceleration[123](index=123&type=chunk) [Item 6. Exhibits](index=36&type=section&id=Item%206.%20Exhibits) Lists all exhibits filed with the Quarterly Report, including agreements for Polar Semiconductor, credit, Sanken share repurchase, executive employment, and certifications - Key exhibits include the Amended and Restated Limited Partnership Agreement of Polar Semiconductor, Amendment No. 2 to the Credit Agreement, Share Repurchase Agreement with Sanken, and the Second Amended and Restated Stockholders Agreement[125](index=125&type=chunk) - An amendment to the CEO's employment agreement (Exhibit 10.5) and certifications from the Principal Executive and Financial Officers (Exhibits 31.1, 31.2, 32.1, 32.2) are also filed[125](index=125&type=chunk) [Signatures](index=37&type=section&id=Signatures) The report is duly signed on November 1, 2024, by Vineet Nargolwala, President and Chief Executive Officer, and Derek P. D'Antilio, Executive Vice President, Chief Financial Officer and Treasurer, certifying its submission - The report was signed on November 1, 2024, by Vineet Nargolwala (President and CEO) and Derek P. D'Antilio (EVP, CFO, and Treasurer)[126](index=126&type=chunk)

Financial Data and Key Metrics Changes - Q2 sales were $187 million, representing a 12% sequential increase but a 32% decline year-over-year [22][23] - Non-GAAP EPS was $0.08, at the high end of the outlook range [22][8] - Gross margin was 48.8%, operating margin was 11.7%, and adjusted EBITDA was 17.2% of sales [22] - Cash flow from operations was $16 million, with free cash flow of $6 million [28] Business Line Data and Key Metrics Changes - Automotive sales were $142 million, an 8% sequential increase but a 28% year-over-year decline, accounting for 76% of total sales [23] - E-mobility sales increased to $71 million, up 14% sequentially [23] - Industrial and other sales were $45 million, a 27% sequential increase but a 42% year-over-year decline [24] - Magnetic sensor sales were $129 million, increasing 12% sequentially, representing 69% of total sales [24] Market Data and Key Metrics Changes - Sales by geography: 26% in China, 21% in the rest of Asia, 20% in Japan, 18% in the Americas, and 15% in Europe [25] - China saw a 54% increase in shipments in Q2, indicating strong demand recovery [39][15] Company Strategy and Development Direction - The company is focused on executing new product roadmaps and has launched new TMR current sensors [8][9] - There is a strong emphasis on innovation and design wins across various applications, including automotive and industrial markets [9][11] - The company is localizing production in China to better serve local OEMs and is on track to launch parts from a new supply chain by year-end [14][62] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about global demand for magnetic sensing and power semiconductor solutions, particularly in the automotive sector [12][17] - There is a recognition of ongoing inventory rebalancing, especially in North America and Europe, which may lead to near-term challenges [16][92] - The company expects third-quarter sales to range from $170 million to $180 million, reflecting continued progress towards vehicle electrification [32][20] Other Important Information - The company repurchased 39 million shares from Sanken Electric, reducing Sanken's ownership from 51% to 33% [29] - A $35 million non-cash GAAP loss was recorded due to a forward repurchase fair value adjustment [30] Q&A Session Summary Question: Can you walk us through the changes in revenue and inventory? - Management noted that the guidance for December is higher than June levels, with significant momentum in China, where shipments were up 54% [39][40] Question: Can you expand on the gate driver win with a China OEM? - The win was related to the GaN isolated gate driver, which offers significant space and cost savings, and is expected to gain traction in the market [42][41] Question: How does the competitive landscape look for magnetic sensors? - Management is confident in maintaining and potentially extending market share due to strong design wins and new product introductions [74] Question: What is the current inventory situation in the distribution channel? - Inventory levels are approaching normal in China and Asia, while North America and Europe still have work to do [71][72] Question: What are the expectations for gross margin moving forward? - Management expects gross margins to improve slightly in Q3, with a range of 49% to 51% [33][56] Question: What is the outlook for end consumption of devices? - Management believes that end market demand remains strong, with pockets of inventory digestion primarily in North America and Europe [92][93]

分组1 - Allegro MicroSystems reported quarterly earnings of $0.08 per share, exceeding the Zacks Consensus Estimate of $0.06 per share, but down from $0.40 per share a year ago, representing an earnings surprise of 33.33% [1] - The company posted revenues of $187.39 million for the quarter ended September 2024, surpassing the Zacks Consensus Estimate by 0.16%, but down from $275.51 million year-over-year [2] - Allegro MicroSystems has surpassed consensus EPS estimates four times over the last four quarters and topped consensus revenue estimates three times during the same period [2] 分组2 - The stock has underperformed, losing about 26.6% since the beginning of the year, while the S&P 500 has gained 21.9% [3] - The current consensus EPS estimate for the coming quarter is $0.10 on revenues of $206.9 million, and for the current fiscal year, it is $0.37 on revenues of $789 million [7] - The Zacks Industry Rank for Electronics - Semiconductors is in the bottom 43% of over 250 Zacks industries, indicating potential challenges for stock performance [8]

[Executive Summary](index=1&type=section&id=1.%20Executive%20Summary) This section summarizes Allegro MicroSystems' Q2 FY2025 performance, financial highlights, and Q3 FY2025 business outlook [Second Quarter 2025 Performance Overview](index=1&type=section&id=1.1.%20Second%20Quarter%202025%20Performance%20Overview) Allegro MicroSystems reported Q2 FY2025 sales of $187 million, a 12% sequential increase, with growth in both Automotive and Industrial and Other markets. Non-GAAP EPS was $0.08, at the high end of their outlook, driven by continued demand and inventory rebalancing - **Sales increased 12% sequentially to $187 million**[1](index=1&type=chunk) - **Non-GAAP EPS was $0.08**, at the high end of outlook[2](index=2&type=chunk) - Sequential growth observed in Automotive and Industrial and Other end markets[2](index=2&type=chunk) - Company is investing for growth and accelerating new product introductions[2](index=2&type=chunk) [Second Quarter 2025 Financial Highlights](index=1&type=section&id=1.2.%20Second%20Quarter%202025%20Financial%20Highlights) This section details the key GAAP and Non-GAAP financial metrics for Q2 FY2025, showing total net sales of $187.391 million, a GAAP gross margin of 45.7%, and a non-GAAP diluted EPS of $0.08 Q2 FY2025 Financial Highlights | Metric | September 27, 2024 (Unaudited) | June 28, 2024 (Unaudited) | September 29, 2023 (Unaudited) | | :-------------------------- | :----------------------------- | :------------------------ | :----------------------------- | | **Net Sales** | | | | | Automotive | $141,893 | $131,184 | $197,321 | | Industrial and other | $45,498 | $35,735 | $78,188 | | Total net sales | $187,391 | $166,919 | $275,509 | | **GAAP Financial Measures** | | | | | Gross margin % | 45.7% | 44.8% | 57.9% | | Operating margin % | 2.2% | (6.4)% | 26.5% | | Diluted EPS | $(0.18) | $(0.09) | $0.34 | | **Non-GAAP Financial Measures** | | | | | Gross margin % | 48.8% | 48.8% | 58.3% | | Operating margin % | 11.7% | 6.0% | 31.3% | | Diluted EPS | $0.08 | $0.03 | $0.40 | [Business Outlook for Third Quarter 2025](index=1&type=section&id=1.3.%20Business%20Outlook%20for%20Third%20Quarter%202025) For Q3 FY2025, Allegro MicroSystems anticipates net sales between $170 million and $180 million, with non-GAAP gross margin expected to be 49% to 51%, and non-GAAP diluted EPS between $0.04 and $0.08. This outlook considers vehicle electrification progress, inventory rebalancing, and seasonal factors - **Expected Net Sales for Q3 FY2025: $170 million to $180 million**[4](index=4&type=chunk) - **Expected Non-GAAP Gross Margin: 49% to 51%**[4](index=4&type=chunk) - **Expected Non-GAAP Diluted Earnings per Share: $0.04 to $0.08**[4](index=4&type=chunk) - **Outlook factors: continued progress in vehicle electrification, ongoing inventory rebalancing, and typical December quarter seasonality**[4](index=4&type=chunk) [Company Information](index=2&type=section&id=2.%20Company%20Information) This section provides an overview of Allegro MicroSystems' business and details for their earnings webcast [About Allegro MicroSystems](index=2&type=section&id=2.1.%20About%20Allegro%20MicroSystems) Allegro MicroSystems is a global fabless manufacturer of sensor ICs and application-specific analog power ICs, primarily serving the automotive and industrial markets. Their products support vehicle electrification, ADAS safety, Industry 4.0 automation, and energy-saving applications - **Global leader in power and sensing semiconductor solutions**[1](index=1&type=chunk) - **Designer, developer, fabless manufacturer, and marketer of sensor ICs and application-specific analog power ICs**[7](index=7&type=chunk) - **Key markets: Automotive and Industrial**[7](index=7&type=chunk) - **Product applications: vehicle electrification, automotive ADAS safety features, automation for Industry 4.0, data centers, and clean energy**[7](index=7&type=chunk) [Earnings Webcast Details](index=2&type=section&id=2.2.%20Earnings%20Webcast%20Details) Allegro MicroSystems held an earnings webcast on October 31, 2024, at 8:30 a.m. ET, where the CEO and CFO discussed business and financial results. A recording is available on the Investor Relations section of the company's website - **Webcast Date & Time: Thursday, October 31, 2024, at 8:30 a.m. Eastern Time**[6](index=6&type=chunk) - **Presenters: Vineet Nargolwala (President and CEO) and Derek P. D'Antilio (EVP and CFO)**[6](index=6&type=chunk) - **Availability: Recording posted on investors.allegromicro.com for at least 90 days**[6](index=6&type=chunk) [GAAP Financial Statements](index=4&type=section&id=3.%20GAAP%20Financial%20Statements) This section presents Allegro MicroSystems' unaudited GAAP consolidated statements of operations, balance sheets, and cash flows [Condensed Consolidated Statements of Operations](index=4&type=section&id=3.1.%20Condensed%20Consolidated%20Statements%20of%20Operations) The GAAP Condensed Consolidated Statements of Operations for Q2 FY2025 show total net sales of $187.391 million, a GAAP gross profit of $85.662 million, and a net loss attributable to Allegro MicroSystems, Inc. of $(33.675) million, resulting in a diluted EPS of $(0.18) Condensed Consolidated Statements of Operations (Three-Month Period Ended September 27, 2024 vs. September 29, 2023) | Metric (in thousands) | September 27, 2024 | September 29, 2023 | | :------------------------------------ | :----------------- | :----------------- | | Total net sales | $187,391 | $275,509 | | Cost of goods sold | $101,729 | $116,006 | | Gross profit | $85,662 | $159,503 | | Research and development expenses | $43,510 | $43,428 | | Selling, general and administrative | $38,085 | $43,160 | | Total operating expenses | $81,595 | $86,588 | | Operating income (loss) | $4,067 | $72,915 | | Other (expense) income | $(12,398) | $156 | | Change in fair value of forward contract | $(34,752) | — | | Income (loss) before income taxes | $(43,083) | $73,071 | | Income tax (benefit) provision | $(9,470) | $7,400 | | Net (loss) income | $(33,613) | $65,671 | | Net income attributable to Allegro MicroSystems, Inc. | $(33,675) | $65,617 | | Diluted EPS | $(0.18) | $0.34 | [Supplemental Schedule of Total Net Sales](index=4&type=section&id=3.2.%20Supplemental%20Schedule%20of%20Total%20Net%20Sales) Allegro's total net sales for Q2 FY2025 decreased by 32% year-over-year to $187.391 million. Automotive segment sales declined by 28% YoY, and Industrial and other sales decreased by 42% YoY Supplemental Schedule of Total Net Sales (Three-Month Period Ended September 27, 2024 vs. September 29, 2023) | Segment (in thousands) | September 27, 2024 | September 29, 2023 | Change Amount | % Change | | :--------------------- | :----------------- | :----------------- | :------------ | :------- | | Automotive | $141,893 | $197,321 | $(55,428) | (28)% | | Industrial and other | $45,498 | $78,188 | $(32,690) | (42)% | | Total net sales | $187,391 | $275,509 | $(88,118) | (32)% | [Condensed Consolidated Balance Sheets](index=5&type=section&id=3.3.%20Condensed%20Consolidated%20Balance%20Sheets) As of September 27, 2024, Allegro MicroSystems reported total assets of $1,492.117 million, a decrease from $1,530.603 million at March 29, 2024. Total liabilities increased to $553.409 million from $398.887 million, while total stockholders' equity decreased to $938.708 million from $1,131.716 million Condensed Consolidated Balance Sheets (as of September 27, 2024 vs. March 29, 2024) | Metric (in thousands) | September 27, 2024 | March 29, 2024 | | :-------------------------------------------------- | :----------------- | :------------- | | **Assets** | | | | Total current assets | $523,560 | $572,213 | | Property, plant and equipment, net | $325,051 | $321,175 | | Goodwill | $203,151 | $202,425 | | Intangible assets, net | $266,753 | $276,854 | | Total assets | $1,492,117 | $1,530,603 | | **Liabilities, Non-Controlling Interests and Stockholders' Equity** | | | | Total current liabilities | $124,008 | $117,908 | | Long-term debt | $396,056 | $249,611 | | Total liabilities | $553,409 | $398,887 | | Total stockholders' equity | $938,708 | $1,131,716 | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=3.4.%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For Q2 FY2025, net cash provided by operating activities was $15.547 million, a decrease from $46.730 million in the prior year period. Net cash used in investing activities was $(9.972) million, and net cash provided by financing activities was $7.086 million Condensed Consolidated Statements of Cash Flows (Three-Month Period Ended September 27, 2024 vs. September 29, 2023) | Metric (in thousands) | September 27, 2024 | September 29, 2023 | | :------------------------------------------ | :----------------- | :----------------- | | Net cash provided by operating activities | $15,547 | $46,730 | | Net cash used in investing activities | $(9,972) | $(24,987) | | Net cash provided by (used in) financing activities | $7,086 | $(4,732) | | Net increase (decrease) in cash and cash equivalents and restricted cash | $14,861 | $16,110 | | Cash and cash equivalents and restricted cash at end of period | $199,038 | $378,431 | [Non-GAAP Financial Measures and Reconciliations](index=8&type=section&id=4.%20Non-GAAP%20Financial%20Measures%20and%20Reconciliations) This section explains Allegro MicroSystems' non-GAAP financial measures and reconciles them to GAAP results [Non-GAAP Financial Measures Overview](index=8&type=section&id=4.1.%20Non-GAAP%20Financial%20Measures%20Overview) Allegro MicroSystems uses various non-GAAP financial measures, such as non-GAAP Gross Profit, Operating Income, EBITDA, and EPS, to evaluate business performance, identify trends, and make strategic decisions. These measures exclude certain non-cash or infrequent items like acquisition-related expenses, amortization of acquired intangibles, stock-based compensation, and restructuring costs, providing a supplemental view of core operations - **Non-GAAP measures are used to evaluate business, measure performance, identify trends, prepare forecasts, and make strategic decisions**[14](index=14&type=chunk) - **Key non-GAAP measures include Gross Profit, Gross Margin, Operating Expenses, Operating Income, Operating Margin, EBITDA, Adjusted EBITDA, Profit before Tax, Income Tax Provision, Effective Tax Rate, Net Income, Basic and Diluted EPS, and Free Cash Flow**[14](index=14&type=chunk) - **Exclusions from GAAP: acquisition and integration expenses, amortization of acquired intangible assets, stock-based compensation, restructuring actions, related party activities, and other non-operational costs**[14](index=14&type=chunk) - **Non-GAAP measures are supplemental and not substitutes for GAAP measures**[14](index=14&type=chunk) [Reconciliation of Non-GAAP Gross Profit and Gross Margin](index=8&type=section&id=4.2.%20Reconciliation%20of%20Non-GAAP%20Gross%20Profit%20and%20Gross%20Margin) For Q2 FY2025, Allegro's GAAP Gross Profit was $85.662 million (45.7% gross margin). After non-GAAP adjustments totaling $5.718 million (primarily for purchased intangible amortization and stock-based compensation), the Non-GAAP Gross Profit was $91.380 million, resulting in a Non-GAAP Gross Margin of 48.8% Reconciliation of Non-GAAP Gross Profit and Gross Margin (Three-Month Period Ended September 27, 2024 vs. September 29, 2023) | Metric (in thousands) | September 27, 2024 | September 29, 2023 | | :--------------------------------- | :----------------- | :----------------- | | GAAP Gross Profit | $85,662 | $159,503 | | GAAP Gross Margin (% of net sales) | 45.7% | 57.9% | | Non-GAAP adjustments: | | | | Purchased intangible amortization | $4,875 | $273 | | Stock-based compensation | $817 | $946 | | Total Non-GAAP Adjustments | $5,718 | $1,219 | | Non-GAAP Gross Profit | $91,380 | $160,722 | | Non-GAAP Gross Margin (% of net sales) | 48.8% | 58.3% | [Reconciliation of Non-GAAP Operating Expenses](index=9&type=section&id=4.3.%20Reconciliation%20of%20Non-GAAP%20Operating%20Expenses) GAAP Operating Expenses for Q2 FY2025 were $81.595 million. After non-GAAP adjustments of $12.233 million (including stock-based compensation, restructuring costs, and purchased intangible amortization), Non-GAAP Operating Expenses were $69.362 million Reconciliation of Non-GAAP Operating Expenses (Three-Month Period Ended September 27, 2024 vs. September 29, 2023) | Metric (in thousands) | September 27, 2024 | September 29, 2023 | | :------------------------------------------ | :----------------- | :----------------- | | GAAP Operating Expenses | $81,595 | $86,588 | | Non-GAAP adjustments: | | | | Research and Development Expenses: | | | | Stock-based compensation | $3,523 | $3,602 | | Selling, General and Administrative Expenses: | | | | Transaction-related costs | $275 | $1,804 | | Purchased intangible amortization | $535 | $357 | | Restructuring costs | $2,046 | — | | Stock-based compensation | $7,205 | $6,329 | | Total Non-GAAP Adjustments | $12,233 | $12,194 | | Non-GAAP Operating Expenses | $69,362 | $74,394 | [Reconciliation of Non-GAAP Operating Income and Operating Margin](index=10&type=section&id=4.4.%20Reconciliation%20of%20Non-GAAP%20Operating%20Income%20and%20Operating%20Margin) Allegro reported a GAAP Operating Income of $4.067 million (2.2% operating margin) for Q2 FY2025. After non-GAAP adjustments totaling $17.951 million, the Non-GAAP Operating Income was $22.018 million, resulting in a Non-GAAP Operating Margin of 11.7% Reconciliation of Non-GAAP Operating Income and Operating Margin (Three-Month Period Ended September 27, 2024 vs. September 29, 2023) | Metric (in thousands) | September 27, 2024 | September 29, 2023 | | :----------------------------------- | :----------------- | :----------------- | | GAAP Operating Income (Loss) | $4,067 | $72,915 | | GAAP Operating Margin (% of net sales) | 2.2% | 26.5% | | Non-GAAP adjustments: | | | | Transaction-related costs | $491 | $1,806 | | Purchased intangible amortization | $5,410 | $630 | | Restructuring costs | $2,322 | — | | Stock-based compensation | $11,545 | $10,877 | | Total Non-GAAP Adjustments | $17,951 | $13,413 | | Non-GAAP Operating Income | $22,018 | $86,328 | | Non-GAAP Operating Margin (% of net sales) | 11.7% | 31.3% | [Reconciliation of EBITDA and Adjusted EBITDA](index=10&type=section&id=4.5.%20Reconciliation%20of%20EBITDA%20and%20Adjusted%20EBITDA) For Q2 FY2025, Allegro's GAAP Net Loss was $(33.613) million, leading to an EBITDA of $(17.153) million. After significant adjustments, including a $34.752 million loss on change in fair value of forward repurchase contract, Adjusted EBITDA was $32.311 million, representing an Adjusted EBITDA Margin of 17.2% Reconciliation of EBITDA and Adjusted EBITDA (Three-Month Period Ended September 27, 2024 vs. September 29, 2023) | Metric (in thousands) | September 27, 2024 | September 29, 2023 | | :------------------------------------------ | :----------------- | :----------------- | | GAAP Net (Loss) Income | $(33,613) | $65,671 | | Interest expense | $10,353 | $758 | | Income tax (benefit) provision | $(9,470) | $7,400 | | Depreciation & amortization | $15,997 | $15,145 | | EBITDA | $(17,153) | $88,124 | | Non-GAAP adjustments: | | | | Transaction-related costs | $3,295 | $1,806 | | Restructuring costs | $2,067 | — | | Stock-based compensation | $11,545 | $10,877 | | Loss on change in fair value of forward repurchase contract | $34,752 | — | | Adjusted EBITDA | $32,311 | $102,108 | | Adjusted EBITDA Margin (% of net sales) | 17.2% | 37.1% | [Reconciliation of Non-GAAP Profit before Tax](index=11&type=section&id=4.6.%20Reconciliation%20of%20Non-GAAP%20Profit%20before%20Tax) Allegro's GAAP Loss before Income Taxes for Q2 FY2025 was $(43.083) million. After adding back $58.638 million in non-GAAP adjustments, including a $34.752 million loss on change in fair value of forward repurchase contract and stock-based compensation, the Non-GAAP Profit before Tax was $15.555 million Reconciliation of Non-GAAP Profit before Tax (Three-Month Period Ended September 27, 2024 vs. September 29, 2023) | Metric (in thousands) | September 27, 2024 | September 29, 2023 | | :------------------------------------------ | :----------------- | :----------------- | | GAAP (Loss) Income before Income Taxes | $(43,083) | $73,071 | | Non-GAAP adjustments: | | | | Transaction-related costs | $3,295 | $1,806 | | Purchased intangible amortization | $5,410 | $630 | | Restructuring costs | $2,067 | — | | Stock-based compensation | $11,545 | $10,877 | | Loss on change in fair value of forward repurchase contract | $34,752 | — | | Total Non-GAAP Adjustments | $58,638 | $14,614 | | Non-GAAP Profit before Tax | $15,555 | $87,685 | [Reconciliation of Non-GAAP Income Tax Provision and Effective Tax Rate](index=11&type=section&id=4.7.%20Reconciliation%20of%20Non-GAAP%20Income%20Tax%20Provision%20and%20Effective%20Tax%20Rate) For Q2 FY2025, the GAAP Income Tax Benefit was $(9.470) million, with an effective tax rate of 22.0%. After adjusting for the tax effect of non-GAAP adjustments, the Non-GAAP Income Tax Provision was $601 thousand, resulting in a Non-GAAP Effective Tax Rate of 3.9% Reconciliation of Non-GAAP Income Tax Provision and Effective Tax Rate (Three-Month Period Ended September 27, 2024 vs. September 29, 2023) | Metric | September 27, 2024 | September 29, 2023 | | :------------------------------------------ | :----------------- | :----------------- | | GAAP Income Tax (Benefit) Provision | $(9,470) | $7,400 | | GAAP effective tax rate | 22.0% | 10.1% | | Tax effect of adjustments to GAAP results | $10,071 | $2,554 | | Non-GAAP Income Tax Provision | $601 | $9,954 | | Non-GAAP effective tax rate | 3.9% | 11.4% | [Reconciliation of Non-GAAP Net Income and Earnings per Share](index=12&type=section&id=4.8.%20Reconciliation%20of%20Non-GAAP%20Net%20Income%20and%20Earnings%20per%20Share) Allegro's GAAP Net Loss Attributable to Allegro MicroSystems, Inc. for Q2 FY2025 was $(33.675) million, with a diluted EPS of $(0.18). After non-GAAP adjustments totaling $58.638 million and a tax effect of $(10.071) million, the Non-GAAP Net Income was $14.892 million, leading to a Non-GAAP Diluted EPS of $0.08 Reconciliation of Non-GAAP Net Income and Earnings per Share (Three-Month Period Ended September 27, 2024 vs. September 29, 2023) | Metric | September 27, 2024 | September 29, 2023 | | :----------------------------------------------------------------- | :----------------- | :----------------- | | GAAP Net (Loss) Income Attributable to Allegro MicroSystems, Inc. | $(33,675) | $65,617 | | GAAP Diluted Earnings per Share | $(0.18) | $0.34 | | Non-GAAP adjustments: | | | | Transaction-related costs | $3,295 | $1,806 | | Purchased intangible amortization | $5,410 | $630 | | Restructuring costs | $2,067 | — | | Stock-based compensation | $11,545 | $10,877 | | Loss on change in fair value of forward repurchase contract | $34,752 | — | | Other costs | $1,428 | $1,301 | | Total Non-GAAP Adjustments | $58,638 | $14,614 | | Tax effect of adjustments to GAAP results | $(10,071) | $(2,554) | | Non-GAAP Net Income Attributable to Allegro MicroSystems, Inc. | $14,892 | $77,677 | | Non-GAAP Diluted Earnings per Share | $0.08 | $0.40 | [Reconciliation of Non-GAAP Free Cash Flow](index=13&type=section&id=4.9.%20Reconciliation%20of%20Non-GAAP%20Free%20Cash%20Flow) For Q2 FY2025, GAAP Operating Cash Flow was $15.547 million. After deducting purchases of property, plant, and equipment of $(9.972) million, the Non-GAAP Free Cash Flow was $5.575 million, representing 3.0% of net sales Reconciliation of Non-GAAP Free Cash Flow (Three-Month Period Ended September 27, 2024 vs. September 29, 2023) | Metric (in thousands) | September 27, 2024 | September 29, 2023 | | :------------------------------------------ | :----------------- | :----------------- | | GAAP Operating Cash Flow | $15,547 | $46,730 | | GAAP Operating Cash Flow (% of net sales) | 8.3% | 17.0% | | Non-GAAP adjustments: | | | | Purchases of property, plant and equipment | $(9,972) | $(10,977) | | Non-GAAP Free Cash Flow | $5,575 | $23,219 | | Non-GAAP Free Cash Flow (% of net sales) | 3.0% | 13.9% | [Additional Information](index=2&type=section&id=5.%20Additional%20Information) This section contains important disclaimers regarding forward-looking statements and investor contact details [Forward-Looking Statements](index=2&type=section&id=5.1.%20Forward-Looking%20Statements) This section contains a standard disclaimer regarding forward-looking statements, indicating that they are subject to known and unknown risks, uncertainties, and assumptions that could cause actual results to differ materially from expectations. It advises against undue reliance and refers readers to SEC filings for a comprehensive list of risk factors - **Statements are forward-looking and covered by safe harbor provisions**[8](index=8&type=chunk) - **Involve known and unknown risks, uncertainties, and important factors that may cause actual results to differ materially**[8](index=8&type=chunk) - **Readers should not place undue reliance on these statements and should refer to Form 10-K and 10-Q for risk factors**[8](index=8&type=chunk)[9](index=9&type=chunk) - **Non-GAAP financial measures are supplemental and not substitutes for GAAP**[9](index=9&type=chunk) [Investor Contact](index=13&type=section&id=5.2.%20Investor%20Contact) Jalene Hoover, VP of Investor Relations & Corporate Communications, is the primary contact for investor inquiries, with contact details provided - **Contact Person: Jalene Hoover, VP of Investor Relations & Corporate Communications**[26](index=26&type=chunk) - **Contact Information: +1 (512) 751-6526, jhoover@allegromicro.com**[26](index=26&type=chunk)

Core Viewpoint - Allegro MicroSystems reported financial results for the second quarter of fiscal year 2025, showing a total net sales of $187 million, with growth in both Automotive and Industrial markets, and a non-GAAP EPS of $0.08, indicating strong demand for its semiconductor solutions [2][4]. Financial Performance - Second quarter net sales were $187.4 million, compared to $166.9 million in the previous quarter, reflecting a sequential growth [3]. - Automotive segment sales were $141.9 million, up from $131.2 million in the previous quarter, while Industrial and Other sales increased to $45.5 million from $35.7 million [3][17]. - Year-over-year, total net sales decreased by 32% from $275.5 million in the same quarter last year [17]. Profitability Metrics - The GAAP gross margin for the second quarter was 45.7%, compared to 44.8% in the previous quarter and 57.9% in the same quarter last year [3][27]. - Non-GAAP gross margin was reported at 48.8%, consistent with the previous quarter, but down from 58.3% year-over-year [3][24]. - The company recorded a GAAP operating income of $4.1 million, a significant decrease from $72.9 million in the same quarter last year [3][27]. Business Outlook - For the third quarter of fiscal year 2025, Allegro expects net sales to range between $170 million and $180 million, driven by vehicle electrification and inventory rebalancing [4]. - The company anticipates a gross margin between 49% and 51% for the upcoming quarter [4]. Cash Flow and Balance Sheet - Cash and cash equivalents at the end of the quarter were $188.8 million, down from $212.1 million at the end of the previous quarter [18]. - Total assets decreased to $1.49 billion from $1.53 billion, while total liabilities increased to $553.4 million from $398.9 million [19]. Company Overview - Allegro MicroSystems specializes in power and sensing semiconductor solutions, focusing on automotive and industrial markets, with a diverse product portfolio aimed at vehicle electrification and energy-efficient systems [8].

Core Viewpoint - Allegro MicroSystems is set to release its financial results for the second quarter of fiscal 2025 on October 31, 2024, with a conference call scheduled to discuss the results and business outlook [1]. Group 1: Financial Results Announcement - The financial results will be announced prior to market open on October 31, 2024 [1]. - A conference call will be hosted by the President and CEO, Vineet Nargolwala, and the CFO, Derek D'Antilio, at 8:30 a.m. Eastern Time [1]. - Analysts and investors can join the conference call through a registration link, and a live and archived audio webcast will be available for at least 90 days on the company's website [1]. Group 2: Company Overview - Allegro MicroSystems is a global leader in designing, developing, and marketing sensor integrated circuits and application-specific analog power ICs [2]. - The company focuses on enabling emerging technologies in automotive and industrial markets, providing solutions for vehicle electrification, automotive ADAS safety features, Industry 4.0 automation, and power-saving technologies for data centers and clean energy applications [2].

Core Viewpoint - Allegro MicroSystems (ALGM) has faced a 30.2% decline in share price year to date, underperforming both the Zacks Electronics - Semiconductors industry and the Zacks Computer and Technology sector [1] Group 1: Company Performance - ALGM's shares are negatively impacted by lower consumer demand in industrial and automotive markets, along with intense competition and a challenging macroeconomic environment [1] - The company is making efforts to rebalance inventory and expand its product portfolio, which may enhance its market position [1] Group 2: Product Expansion - ALGM is expanding its portfolio with new sensors aimed at AI-related data centers, automotive powertrain systems, and clean energy systems [2] - The introduction of XtremeSense TMR sensors, CT455 and CT456, enhances high-power density applications with improved energy efficiency and precision [2] - The ACS37220 and ACS37041 sensors represent significant advancements over traditional components, consolidating multiple functions into single packages for better reliability and efficiency [3] Group 3: New Solutions - ALGM has introduced the Power-Thru combo chip, which includes isolated gate-driver ICs for enhanced power efficiency in clean energy applications [3] - New high-bandwidth current sensors, ACS37030 and ACS37032, support high-performance power conversion using GaN and SiC technologies, suitable for electrified vehicles and clean energy solutions [3] Group 4: Market Challenges - A significant portion of ALGM's revenue is derived from the automotive sector, particularly electric vehicles, making it highly dependent on this market [5] - A Goldman Sachs report indicates a slow growth rate in the global EV market, posing challenges for ALGM [5] - The company faces stiff competition from major players like Analog Devices, Monolithic Power Systems, and Texas Instruments in both magnetic sensor and power IC segments [6] Group 5: Financial Outlook - For the second quarter of fiscal 2025, ALGM expects total revenues between $182 million and $192 million, with a Zacks Consensus Estimate of $187.1 million, reflecting a year-over-year decline of 32.09% [7] - The consensus estimate for earnings is 6 cents per share, unchanged in the past 30 days [7] - ALGM's current valuation is considered stretched, as indicated by a Value Style Score of F [7]

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents Allegro MicroSystems' unaudited condensed consolidated financial statements and management's discussion and analysis [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents Allegro MicroSystems' unaudited condensed consolidated financial statements and related notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) | Metric | June 28, 2024 (in millions) | March 29, 2024 (in millions) | | :-------------------------- | :-------------------------- | :--------------------------- | | Total Assets | $1,448.9 | $1,530.6 | | Total Liabilities | $339.0 | $398.9 | | Total Stockholders' Equity | $1,109.8 | $1,131.7 | | Cash and cash equivalents | $173.1 | $212.1 | | Trade accounts receivable, net | $63.4 | $118.5 | | Inventories | $175.9 | $162.3 | | Long-term debt | $202.6 | $249.6 | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) | Metric (in millions, except per share) | Three-Month Period Ended June 28, 2024 | Three-Month Period Ended June 30, 2023 | | :-------------------------------------- | :------------------------------------- | :------------------------------------- | | Net sales | $166.9 | $278.3 | | Gross profit | $74.8 | $158.0 | | Operating (loss) income | $(10.6) | $70.7 | | Net (loss) income | $(17.6) | $60.9 | | Net (loss) income attributable to Allegro MicroSystems, Inc. | $(17.7) | $60.9 | | Basic Net (loss) income per common share | $(0.09) | $0.32 | | Diluted Net (loss) income per common share | $(0.09) | $0.31 | [Condensed Consolidated Statements of Comprehensive Income](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Income) | Metric (in millions) | Three-Month Period Ended June 28, 2024 | Three-Month Period Ended June 30, 2023 | | :----------------------------------------------------- | :------------------------------------- | :------------------------------------- | | Net (loss) income | $(17.6) | $60.9 | | Foreign currency translation adjustment, net of tax | $(3.2) | $(0.5) | | Comprehensive (loss) income | $(20.9) | $60.4 | | Comprehensive (loss) income attributable to Allegro MicroSystems, Inc. | $(20.8) | $60.4 | [Condensed Consolidated Statements of Changes in Equity](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Equity) | Metric (in millions, except share amounts) | Balance at March 29, 2024 | Balance at June 28, 2024 | | :------------------------------------------ | :------------------------ | :----------------------- | | Common Stock Shares | 193,164,609 | 193,836,578 | | Common Stock Amount | $1.9 | $1.9 | | Additional Paid-In Capital | $694.3 | $693.3 | | Retained Earnings | $463.0 | $445.3 | | Accumulated Other Comprehensive Loss | $(28.8) | $(31.9) | | Non-Controlling Interests | $1.3 | $1.3 | | Total Equity | $1,131.7 | $1,109.8 | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) | Cash Flow Activity (in millions) | Three-Month Period Ended June 28, 2024 | Three-Month Period Ended June 30, 2023 | | :-------------------------------- | :------------------------------------- | :------------------------------------- | | Net cash provided by operating activities | $34.2 | $49.7 | | Net cash used in investing activities | $(11.0) | $(34.9) | | Net cash used in financing activities | $(60.4) | $(11.0) | | Net (decrease) increase in cash and cash equivalents and restricted cash | $(38.0) | $3.6 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [1. Nature of the Business and Basis of Presentation](index=10&type=section&id=1.%20Nature%20of%20the%20Business%20and%20Basis%20of%20Presentation) - Allegro MicroSystems, Inc. is a global leader in designing, developing, and manufacturing sensing and power solutions for automotive and industrial markets, headquartered in Manchester, New Hampshire[25](index=25&type=chunk) - The company's first quarter of fiscal year 2025 ended June 28, 2024, and the first quarter of fiscal year 2024 ended June 30, 2023[26](index=26&type=chunk) [2. Summary of Significant Accounting Policies](index=10&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) - As of June 28, 2024, one distributor customer accounted for **10.4%** of the Company's outstanding trade accounts receivable, net. For the three-month period ended June 28, 2024, no distributor or customer accounted for **10% or more** of total net sales[28](index=28&type=chunk) - The FASB issued ASU No. 2023-09 (Income Taxes) and ASU No. 2023-07 (Segment Reporting), requiring additional disclosures. The Company is evaluating their impact, but does not anticipate ASU 2023-09 to have an adverse impact on financial results[30](index=30&type=chunk) [3. Revenue from Contracts with Customers](index=11&type=section&id=3.%20Revenue%20from%20Contracts%20with%20Customers) Net Sales by Application (in millions) | Application | Three-Month June 28, 2024 | Three-Month June 30, 2023 | | :----------------- | :------------------------ | :------------------------ | | Automotive | $131.2 | $185.4 | | Industrial and other | $35.7 | $92.9 | | **Total net sales** | **$166.9** | **$278.3** | Net Sales by Product (in millions) | Product | Three-Month June 28, 2024 | Three-Month June 30, 2023 | | :------------------------ | :------------------------ | :------------------------ | | Power integrated circuits | $51.8 | $104.0 | | Magnetic sensors | $115.1 | $174.3 | | **Total net sales** | **$166.9** | **$278.3** | Net Sales by Geography (in millions) | Geography | Three-Month June 28, 2024 | Three-Month June 30, 2023 | | :------------ | :------------------------ | :------------------------ | | United States | $22.3 | $48.8 | | Other Americas | $5.2 | $8.5 | | Europe | $26.9 | $55.4 | | Japan | $40.6 | $41.6 | | Greater China | $31.9 | $62.2 | | South Korea | $21.8 | $29.5 | | Other Asia | $18.2 | $32.3 | | **Total net sales** | **$166.9** | **$278.3** | [4. Fair Value Measurements](index=12&type=section&id=4.%20Fair%20Value%20Measurements) Fair Value Measurement of Assets (in millions) | Asset | June 28, 2024 (Level 1) | March 29, 2024 (Level 1) | | :------------------------- | :---------------------- | :----------------------- | | Money market fund deposits | $36.7 | $36.2 | | Restricted cash | $11.0 | $10.0 | | **Total assets** | **$47.7** | **$46.2** | - The fair value of the Company's long-term debt was **$197.9 million** as of June 28, 2024, classified as Level 2 within the fair value hierarchy[39](index=39&type=chunk) [5. Trade Accounts Receivable, net](index=14&type=section&id=5.%20Trade%20Accounts%20Receivable%2C%20net) Trade Accounts Receivable, net (in millions) | Metric | June 28, 2024 | March 29, 2024 | | :----------------------------------- | :------------ | :------------- | | Trade accounts receivable | $102.6 | $163.5 | | Less: Provision for expected credit losses | $(0.07) | $(0.15) | | Less: Returns and sales allowances | $(39.2) | $(44.8) | | **Total** | **$63.4** | **$118.5** | [6. Inventories](index=14&type=section&id=6.%20Inventories) Inventories (in millions) | Component | June 28, 2024 | March 29, 2024 | | :------------------------- | :------------ | :------------- | | Raw materials and supplies | $8.7 | $9.5 | | Work in process | $116.9 | $110.2 | | Finished goods | $50.3 | $42.5 | | **Total** | **$175.9** | **$162.3** | - The Company recorded inventory provisions totaling **$2.4 million** for the three-month period ended June 28, 2024, compared to **$5.1 million** for the same period in 2023[43](index=43&type=chunk) [7. Property, Plant and Equipment, net](index=14&type=section&id=7.%20Property%2C%20Plant%20and%20Equipment%2C%20net) Property, Plant and Equipment, net (in millions) | Component | June 28, 2024 | March 29, 2024 | | :----------------------------- | :------------ | :------------- | | Land | $24.8 | $25.6 | | Buildings, improvements | $63.8 | $65.6 | | Machinery and equipment | $679.9 | $674.2 | | Office equipment | $6.8 | $7.0 | | Right-of-use asset | $8.1 | $8.2 | | Construction in progress | $42.3 | $39.1 | | Total | $825.8 | $819.7 | | Less accumulated depreciation | $(506.0) | $(498.5) | | **Total, net** | **$319.8** | **$321.2** | - Effective March 30, 2024, the Company increased the estimated useful lives of a significant portion of its machinery and equipment from seven years to ten years. This change decreased depreciation expense by **$4.5 million**, decreased interim income tax expense by **$3.6 million**, and increased net income by **$8.1 million** (or **$0.04 per share**) for the three months ended June 28, 2024[46](index=46&type=chunk) [8. Goodwill and Intangible Assets](index=16&type=section&id=8.%20Goodwill%20and%20Intangible%20Assets) Goodwill (in millions) | Metric | Total | | :------------------------- | :---- | | Balance at March 29, 2024 | $202.4 | | Foreign currency translation | $(0.1) | | **Balance at June 28, 2024** | **$202.3** | Intangible Assets, net (in millions) | Description | June 28, 2024 Net Carrying Amount | March 29, 2024 Net Carrying Amount | | :----------------------------------------- | :-------------------------------- | :--------------------------------- | | Patents | $23.5 | $22.9 | | Customer relationships | $11.5 | $11.7 | | Completed technologies | $234.4 | $240.0 | | Indefinite-lived process technology and trademarks | $2.3 | $2.3 | | Trademarks and other | $0 | $0 | | **Total** | **$271.7** | **$276.9** | - Intangible assets amortization expense was **$6.3 million** for the three-month period ended June 28, 2024, significantly higher than **$1.5 million** for the same period in 2023[49](index=49&type=chunk) [9. Debt and Other Borrowings](index=17&type=section&id=9.%20Debt%20and%20Other%20Borrowings) Debt Obligations (in millions) | Metric | June 28, 2024 | March 29, 2024 | | :----------------------------------------- | :------------ | :------------- | | 2023 Term Loan Facility | $199.4 | $249.4 | | Unamortized debt issuance costs | $(3.6) | $(4.3) | | Total loans outstanding | $195.8 | $245.1 | | Finance lease liabilities | $8.2 | $8.4 | | Total debt | $204.0 | $253.5 | | Current portion of long-term debt and finance lease liabilities | $(1.4) | $(3.9) | | **Total long-term debt and finance lease liabilities, less current portion** | **$202.6** | **$249.6** | - As of June 28, 2024, there were no outstanding borrowings under the **$224.0 million** 2023 Revolving Credit Facility, and the Company was in compliance with its loan debt covenants[54](index=54&type=chunk) - A **$50.0 million** payment was applied to the 2023 Term Loan Facility on April 30, 2024, eliminating future required minimum quarterly payments, with the balance due October 31, 2030[55](index=55&type=chunk) [10. Commitments and Contingencies](index=18&type=section&id=10.%20Commitments%20and%20Contingencies) - The Company does not believe there are any current legal matters that could have a material adverse effect on its financial position, results of operations, or cash flows[57](index=57&type=chunk) [11. Net (Loss) income per Share](index=18&type=section&id=11.%20Net%20(Loss)%20income%20per%20Share) Net (Loss) Income per Common Share Attributable to Allegro MicroSystems, Inc. (in millions, except per share) | Metric | Three-Month Period Ended June 28, 2024 | Three-Month Period Ended June 30, 2023 | | :----------------------------------------- | :------------------------------------- | :------------------------------------- | | Net (loss) income attributable to Allegro MicroSystems, Inc. | $(17.7) | $60.9 | | Basic weighted average shares outstanding | 193,465,708 | 191,997,330 | | Diluted weighted average shares outstanding | 193,465,708 | 194,991,906 | | Basic net (loss) income per common share | $(0.09) | $0.32 | | Diluted net (loss) income per common share | $(0.09) | $0.31 | Antidilutive Shares Excluded from EPS Calculation | Security | Three-Month Period Ended June 28, 2024 | Three-Month Period Ended June 30, 2023 | | :------- | :------------------------------------- | :------------------------------------- | | RSUs | 754,975 | — | | PSUs | 214,527 | 65,943 | [12. Common Stock and Stock-Based Compensation](index=19&type=section&id=12.%20Common%20Stock%20and%20Stock-Based%20Compensation) RSU Activity for Three-Month Period Ended June 28, 2024 | Metric | Shares | Weighted-Average Grant Date Fair Value | | :------------------------------------ | :---------- | :------------------------------------- | | Outstanding at March 29, 2024 | 2,215,621 | $29.82 | | Granted | 1,278,203 | $28.87 | | Issued | (762,311) | $28.47 | | Forfeited | (51,109) | $29.90 | | **Outstanding at June 28, 2024** | **2,680,404** | **$29.76** | PSU Activity for Three-Month Period Ended June 28, 2024 | Metric | Shares | Weighted-Average Grant Date Fair Value | | :------------------------------------ | :---------- | :------------------------------------- | | Outstanding at March 29, 2024 | 2,429,393 | $25.64 | | Granted | 527,474 | $31.07 | | Excess shares issued due to achievement of performance conditions | 12,358 | $13.94 | | Issued | (301,716) | $28.51 | | Forfeited | (34,731) | $34.39 | | **Outstanding at June 28, 2024** | **2,632,778** | **$26.21** | Total Stock-Based Compensation Expense (in millions) | Expense Category | Three-Month June 28, 2024 | Three-Month June 30, 2023 | | :-------------------------------- | :------------------------ | :------------------------ | | Cost of sales | $0.6 | $2.6 | | Research and development | $3.7 | $2.9 | | Selling, general and administrative | $5.8 | $5.6 | | **Total stock-based compensation** | **$10.1** | **$11.0** | [13. Income Taxes](index=20&type=section&id=13.%20Income%20Taxes) Income Tax Provision and Effective Tax Rate (in millions) | Metric | Three-Month June 28, 2024 | Three-Month June 30, 2023 | | :----------------------- | :------------------------ | :------------------------ | | Provision for income taxes | $1.0 | $7.2 | | Effective tax rate | (6.3)% | 10.6% | - The decline in the effective tax rate year-over-year is primarily due to the change in (Loss) Income before income taxes, the impact of FDII benefits and research credits, offset by non-deductible stock-based compensation charges and tax expense from discrete transactions[72](index=72&type=chunk) [14. Related Party Transactions](index=20&type=section&id=14.%20Related%20Party%20Transactions) - As of June 28, 2024, Sanken Electric Co., Ltd. held approximately **50.8%** of the Company's outstanding common stock. A share repurchase agreement was entered into with Sanken on July 23, 2024[73](index=73&type=chunk)[76](index=76&type=chunk) - The Company purchases in-process products from Polar Semiconductor, LLC (PSL), an entity **70%** owned by Sanken and **30%** by the Company. Purchases from PSL totaled **$15.0 million** for the three-month period ended June 28, 2024[73](index=73&type=chunk) - The Company, Sanken, and others entered into a Sale and Subscription Agreement for PSL, involving **$175.0 million** in capital contributions and a reorganization where the Company will own approximately **10.2%** of PSL's ultimate parent entity[73](index=73&type=chunk) [15. Subsequent Events](index=21&type=section&id=15.%20Subsequent%20Events) - On July 23, 2024, the Company entered into a Share Repurchase Agreement with Sanken to repurchase **38,767,315** shares of common stock, with Sanken reimbursing the Company for expenses including a **$35.0 million** facilitation fee[76](index=76&type=chunk) - The first closing of the share repurchase occurred on July 29, 2024, repurchasing **28,750,000** shares for **$621.5 million**, funded by net proceeds from an Equity Offering[76](index=76&type=chunk) - On July 26, 2024, the Company completed an underwritten equity offering of **28,750,000** shares at **$24.00 per share**, generating net proceeds of approximately **$665.9 million**[76](index=76&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition, operating results, and key performance drivers for the quarter ended June 28, 2024 [Overview](index=22&type=section&id=Overview) - Allegro MicroSystems is a global leader in sensor ICs and application-specific analog power ICs for automotive and industrial markets, shipping over **1.5 billion units** annually to more than **10,000 customers**[79](index=79&type=chunk) Key Financial Results (in millions) | Metric | Three-Month June 28, 2024 | Three-Month June 30, 2023 | | :---------- | :------------------------ | :------------------------ | | Total Net Sales | $166.9 | $278.3 | | Net (Loss) Income | $(17.6) | $60.9 | [Business Updates](index=22&type=section&id=Business%20Updates) - The Company entered into a Share Repurchase Agreement with Sanken to repurchase **38,767,315** shares of common stock, including a **$35.0 million** facilitation fee from Sanken[80](index=80&type=chunk) - The first closing of the share repurchase on July 29, 2024, involved repurchasing **28,750,000** shares for **$621.5 million**, funded by net proceeds from an Equity Offering[80](index=80&type=chunk) - An underwritten equity offering on July 26, 2024, of **28,750,000** shares at **$24.00 per share** generated approximately **$665.9 million** in net proceeds[80](index=80&type=chunk) - The Company expects to amend the 2023 Revolving Credit Agreement to incur new incremental term loans to finance the second closing of the share repurchase and increase revolving commitments by **$32.0 million**[80](index=80&type=chunk)[82](index=82&type=chunk) - On July 31, 2024, a **$400 million** Term Loan tranche was allocated to refinance the 2023 Term Loan Facility, finance a portion of the Second Closing, and for general corporate purposes, with a lower interest rate of **SOFR + 2.25%**[82](index=82&type=chunk) [Other Key Factors and Trends Affecting Our Operating Results](index=24&type=section&id=Other%20Key%20Factors%20and%20Trends%20Affecting%20Our%20Operating%20Results) [Inflation](index=24&type=section&id=Inflation) - Increased inflation has led to higher costs for labor, wafer, materials, transportation, and energy. The Company aims to offset these through productivity, cost reduction, price adjustments, and new products, but may not fully recover increases[84](index=84&type=chunk) [Design Wins with New and Existing Customers](index=24&type=section&id=Design%20Wins%20with%20New%20and%20Existing%20Customers) - Future sales are highly dependent on successful design wins, which typically have a lengthy lead time of **two to four years** from initiation to sales generation[85](index=85&type=chunk) - Average Selling Prices (ASPs) are expected to decline over time, making new design wins critical for future success and requiring significant R&D expenditures without guarantee of selection[85](index=85&type=chunk) [Customer Demand, Orders and Forecasts](index=24&type=section&id=Customer%20Demand%2C%20Orders%20and%20Forecasts) - Demand for products is highly dependent on end-market conditions, subject to seasonality, cyclicality, and competitive pressures. Customer forecasts are non-binding, posing risks of order cancellations and inventory imbalances[86](index=86&type=chunk) [Manufacturing Costs and Product Mix](index=24&type=section&id=Manufacturing%20Costs%20and%20Product%20Mix) - Gross margin is influenced by ASPs, product mix, material costs, yields, and manufacturing efficiencies. While ASPs are expected to decline long-term, this is often offset by improvements in manufacturing yields and lower costs[87](index=87&type=chunk)[89](index=89&type=chunk) - Gross margin generally decreases with lower production volumes due to reduced absorption of fixed manufacturing costs and increases when volumes are higher[89](index=89&type=chunk) [Cyclical Nature of the Semiconductor Industry](index=26&type=section&id=Cyclical%20Nature%20of%20the%20Semiconductor%20Industry) - The semiconductor industry is highly cyclical, characterized by rapid technological change, product obsolescence, and fluctuations in supply and demand, leading to periods of growth and market corrections[90](index=90&type=chunk) - During expansion, margins improve as fixed costs are spread over higher volumes; during contractions, sales, production, and margins generally decline[90](index=90&type=chunk) [2017 Tax Cuts and Jobs Act](index=26&type=section&id=2017%20Tax%20Cuts%20and%20Jobs%20Act) - The 174 Capitalization requirement, effective fiscal year 2023, mandates capitalization and amortization of R&D expenditures, increasing annual cash taxes by approximately **$15.8 million** and providing a foreign derived intangible income (FDII) benefit of **$7.7 million** for fiscal year 2025[91](index=91&type=chunk) [Results of Operations](index=26&type=section&id=Results%20of%20Operations) [Overall Financial Performance](index=26&type=section&id=Overall%20Financial%20Performance) Summary of Results of Operations (in millions) | Metric | June 28, 2024 | % of Net Sales | June 30, 2023 | % of Net Sales | Change Amount | Change % | | :----------------------------------------- | :------------ | :------------- | :------------ | :------------- | :------------ | :------- | | Net sales | $166.9 | 100.0% | $278.3 | 100.0% | $(111.4) | (40.0)% | | Cost of goods sold | $92.1 | 55.2% | $120.3 | 43.2% | $(28.2) | (23.4)% | | Gross profit | $74.8 | 44.8% | $158.0 | 56.8% | $(83.2) | (52.7)% | | Operating (loss) income | $(10.6) | (6.4)% | $70.7 | 25.4% | $(81.4) | (115.0)% | | Net (loss) income attributable to Allegro MicroSystems, Inc. | $(17.7) | (10.6)% | $60.9 | 21.9% | $(78.5) | (129.0)% | [Total Net Sales](index=26&type=section&id=Total%20Net%20Sales) - Total net sales decreased by **$111.4 million** (**40.0%**) for the three-month period ended June 28, 2024, compared to June 30, 2023. This decline was driven by an overall reduction in customer inventory levels and decreased shipments across all end markets, including e-Mobility, safety comfort, industrial, data center, and consumer products[94](index=94&type=chunk)[95](index=95&type=chunk) [Sales Trends by Market](index=28&type=section&id=Sales%20Trends%20by%20Market) Net Sales by Market (in millions) | Market | Three-Month June 28, 2024 | Three-Month June 30, 2023 | Change Amount | Change % | | :----------------- | :------------------------ | :------------------------ | :------------ | :------- | | Automotive | $131.2 | $185.4 | $(54.2) | (29.3)% | | Industrial and other | $35.7 | $92.9 | $(57.1) | (61.5)% | | **Total net sales** | **$166.9** | **$278.3** | **$(111.4)** | **(40.0)%** | - Automotive net sales decreased primarily due to inventory rebalancing and mix across general markets. Industrial and other net sales decreased due to reduced demand and distribution inventory reductions[97](index=97&type=chunk) [Sales Trends by Product](index=28&type=section&id=Sales%20Trends%20by%20Product) Net Sales by Product (in millions) | Product | Three-Month June 28, 2024 | Three-Month June 30, 2023 | Change Amount | Change % | | :------------------------ | :------------------------ | :------------------------ | :------------ | :------- | | Power integrated circuits | $51.8 | $104.0 | $(52.2) | (50.2)% | | Magnetic sensors and other | $115.1 | $174.3 | $(59.2) | (34.0)% | | **Total net sales** | **$166.9** | **$278.3** | **$(111.4)** | **(40.0)%** | - The decline in Power Integrated Circuits (PIC) sales was driven by decreased demand for motor products. Magnetic Sensors (MS) and other sales decreased due to a decline in current and isolator products, as well as magnetic speed and position sensors[98](index=98&type=chunk) [Sales Trends by Geographic Location](index=28&type=section&id=Sales%20Trends%20by%20Geographic%20Location) Net Sales by Geographic Location (in millions) | Geography | Three-Month June 28, 2024 | Three-Month June 30, 2023 | Change Amount | Change % | | :------------ | :------------------------ | :------------------------ | :------------ | :------- | | United States | $22.3 | $48.8 | $(26.6) | (54.4)% | | Other Americas | $5.2 | $8.5 | $(3.3) | (38.6)% | | Europe | $26.9 | $55.4 | $(28.5) | (51.4)% | | Japan | $40.6 | $41.6 | $(0.9) | (2.3)% | | Greater China | $31.9 | $62.2 | $(30.4) | (48.8)% | | South Korea | $21.8 | $29.5 | $(7.7) | (26.2)% | | Other Asia | $18.2 | $32.3 | $(14.0) | (43.4)% | | **Total net sales** | **$166.9** | **$278.3** | **$(111.4)** | **(40.0)%** | - Americas net sales decreased due to declines in the US automotive and industrial markets. Europe and Other Asia saw declines in industrial markets, South Korea in automotive, and Greater China in automotive markets served by distributors managing inventory[100](index=100&type=chunk) [Cost of goods sold](index=30&type=section&id=Cost%20of%20goods%20sold) - Cost of goods sold decreased by **$28.2 million** (**23.4%**) YoY, primarily due to reduced production volume and product mix, partially offset by increased amortization of intangible assets from the Crocus acquisition[101](index=101&type=chunk) - Cost of goods sold as a percentage of total net sales increased from **43.2% to 55.2%** YoY, mainly due to the reduction in production volume and product mix[101](index=101&type=chunk) [Gross profit and gross margin](index=30&type=section&id=Gross%20profit%20and%20gross%20margin) - Gross profit decreased by **$83.2 million** (**52.7%**) YoY, and gross margin decreased from **56.8% to 44.8%** YoY, both primarily due to the decline in net sales and product mix[102](index=102&type=chunk) [Research and development expenses](index=30&type=section&id=Research%20and%20development%20expenses) - Research and development (R&D) expenses increased by **$2.2 million** (**5.2%**) YoY, primarily due to higher personnel costs[103](index=103&type=chunk) - R&D expenses as a percentage of total net sales increased from **15.4% to 27.1%** YoY, driven by increased costs and the decline in net sales[103](index=103&type=chunk) [Selling, general and administrative expenses](index=30&type=section&id=Selling%2C%20general%20and%20administrative%20expenses) - Selling, general and administrative (SG&A) expenses decreased by **$4.0 million** (**9.1%**) YoY, mainly due to lower general operating and outside service costs, partially offset by increased personnel and severance expenses[104](index=104&type=chunk) - SG&A expenses as a percentage of total net sales increased from **15.9% to 24.1%** YoY, primarily due to the factors noted and the decline in net sales[104](index=104&type=chunk) [Interest expense](index=30&type=section&id=Interest%20expense) - Interest expense increased by **$4.6 million** (**599.2%**) YoY, driven by higher interest payments on the 2023 Term Loan Facility used to finance the Crocus acquisition[105](index=105&type=chunk) [Interest income](index=30&type=section&id=Interest%20income) - Interest income decreased by **$0.3 million** (**41.4%**) YoY, primarily due to lower cash balances[106](index=106&type=chunk) [Other income (expense), net](index=30&type=section&id=Other%20income%20(expense)%2C%20net) - The Company recorded a foreign currency loss in both periods, with Q1 FY25 primarily due to realized and unrealized gains from its Philippines location, and Q1 FY24 due to losses from its United Kingdom location[107](index=107&type=chunk) - Investment income was **$0.5 million** in Q1 FY25, compared to unrealized losses of **$8.9 million** offset by **$5.2 million** of realized gains in Q1 FY24[107](index=107&type=chunk) [Income tax provision](index=30&type=section&id=Income%20tax%20provision) - Income tax provision decreased by **$6.2 million** (**85.6%**) YoY, and the effective tax rate (ETR) declined from **10.6% to (6.3%)** YoY[108](index=108&type=chunk) - The ETR decline is primarily attributed to the change in (Loss) income before income taxes, discrete transactions, and the impact of FDII benefits and research credits, partially offset by non-deductible stock-based compensation charges[108](index=108&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity Metrics (in millions) | Metric | June 28, 2024 | March 29, 2024 | | :---------------------- | :------------ | :------------- | | Cash and cash equivalents | $173.1 | $212.1 | | Working capital | $384.7 | $454.3 | - The Company's primary liquidity requirements include working capital, capital expenditures, debt payments, and growth initiatives. The capital deployment strategy for FY25 focuses on using cash on hand and the 2023 Revolving Credit Facility to support growth and potential acquisitions[109](index=109&type=chunk) - The Company expects to strategically invest in expanding operations in China, Europe, Japan, and India to directly manage and service customers[109](index=109&type=chunk) [Cash Flows from Operating, Investing and Financing Activities](index=31&type=section&id=Cash%20Flows%20from%20Operating%2C%20Investing%20and%20Financing%20Activities) Summary of Cash Flows (in millions) | Cash Flow Activity | Three-Month June 28, 2024 | Three-Month June 30, 2023 | | :----------------- | :------------------------ | :------------------------ | | Operating activities | $34.2 | $49.7 | | Investing activities | $(11.0) | $(34.9) | | Financing activities | $(60.4) | $(11.0) | | Net (decrease) increase | $(38.0) | $3.6 | - Net cash provided by operating activities decreased YoY, primarily due to a net loss and changes in operating assets and liabilities, including a **$55.1 million** decrease in trade accounts receivable and a **$16.0 million** increase in inventories to support anticipated sales growth[112](index=112&type=chunk) - Net cash used in investing activities decreased YoY, mainly due to lower purchases of property, plant, and equipment (**$11.0 million** in Q1 FY25 vs **$44.9 million** in Q1 FY24)[115](index=115&type=chunk) - Net cash used in financing activities significantly increased YoY, primarily due to a **$50.0 million** payment on the 2023 Term Loan Facility and **$11.2 million** in taxes related to equity award settlements[115](index=115&type=chunk) [Debt Obligations](index=33&type=section&id=Debt%20Obligations) - Information regarding the Company's debt obligations is detailed in Note 9, 'Debt and Other Borrowings,' of the unaudited condensed consolidated financial statements[116](index=116&type=chunk) [Recent Accounting Pronouncements](index=33&type=section&id=Recent%20Accounting%20Pronouncements) - A full description of recent accounting pronouncements, including adoption dates and effects on financial statements, is provided in Note 2, 'Summary of Significant Accounting Policies'[117](index=117&type=chunk) [Critical Accounting Estimates](index=33&type=section&id=Critical%20Accounting%20Estimates) - There have been no material changes in the Company's critical accounting policies and estimates since March 29, 2024[118](index=118&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that there have been no material changes to the company's market risk exposures since the last annual report - There have been no material changes in the Company's exposures to market risk (interest rate, foreign currency exchange rate, and inflation risks) since March 29, 2024[119](index=119&type=chunk) [Item 4. Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) This section addresses the effectiveness of the company's disclosure controls and procedures and internal control over financial reporting, including inherent limitations and management's conclusions [Limitations on Effectiveness of Controls and Procedures](index=34&type=section&id=Limitations%20on%20Effectiveness%20of%20Controls%20and%20Procedures) - Management acknowledges that any controls and procedures, regardless of design, can only provide reasonable assurance of achieving desired control objectives due to resource constraints and the need for judgment[120](index=120&type=chunk) [Evaluation of Disclosure Controls and Procedures](index=34&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - The Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective at the reasonable assurance level as of June 28, 2024[121](index=121&type=chunk) [Changes in Internal Control over Financial Reporting](index=34&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - There were no changes in the Company's internal control over financial reporting during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting[122](index=122&type=chunk) [PART II. Other Information](index=35&type=section&id=PART%20II.%20Other%20Information) This section provides additional information including legal proceedings, risk factors, equity sales, and exhibits [Item 1. Legal Proceedings](index=35&type=section&id=Item%201.%20Legal%20Proceedings) This section confirms that the company is not currently party to any material legal proceedings that are expected to have a material adverse effect on its business or financial condition - The Company is not currently party to any material legal proceedings, nor is it aware of any pending or threatened legal proceedings that could have a material adverse effect on its business, operating results, cash flows, or financial condition[124](index=124&type=chunk) [Item 1A. Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) This section states that there have been no material changes to the risk factors previously disclosed in the company's Annual Report and Prospectus - There have been no material changes to the risk factors previously disclosed in the Company's Annual Report on Form 10-K for the year ended March 29, 2024, and its Prospectus on Form S-3ASR dated July 23, 2024[125](index=125&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section indicates that there were no unregistered sales of equity securities or use of proceeds to report during the period - There were no unregistered sales of equity securities or use of proceeds to report[126](index=126&type=chunk) [Item 5. Other Information](index=35&type=section&id=Item%205.%20Other%20Information) This section reports that no director or officer adopted or terminated a Rule 10b5-1 trading arrangement during the three-month period ended June 28, 2024 - No director or officer of the Company adopted or terminated a 'Rule 10b5-1 trading arrangement' or 'non-Rule 10b5-1 trading arrangement' during the three-month period ended June 28, 2024[126](index=126&type=chunk) [Item 6. Exhibits](index=36&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the Quarterly Report on Form 10-Q, including agreements, certifications, and XBRL documents - Key exhibits filed include the Sale and Subscription Agreement (10.1), Certifications of Principal Executive and Financial Officers (31.1, 31.2, 32.1, 32.2), and Inline XBRL documents (101.INS, 101.SCH, 104)[127](index=127&type=chunk)[128](index=128&type=chunk)[129](index=129&type=chunk)

Allegro MicroSystems, Inc. (NASDAQ:ALGM) Q1 2025 Earnings Conference Call August 1, 2024 8:30 AM ET Company Participants Jalene Hoover - Vice President of Investor Relations & Corporate Communications Vineet Nargolwala - President & Chief Executive Officer Derek D'Antilio - Senior Vice President, Chief Financial Officer & Treasurer Conference Call Participants Chris Caso - Wolfe Research Blayne Curtis - Jefferies Quinn Bolton - Needham Vijay Rakesh - Mizuho Thomas O'Malley - Barclays Joshua Buchalter - TD C ...

Company Performance - Allegro MicroSystems reported quarterly earnings of $0.03 per share, exceeding the Zacks Consensus Estimate of $0.02 per share, but down from $0.39 per share a year ago, representing an earnings surprise of 50% [1] - The company posted revenues of $166.92 million for the quarter ended June 2024, surpassing the Zacks Consensus Estimate by 1.10%, but down from $278.29 million year-over-year [1] - Over the last four quarters, Allegro MicroSystems has surpassed consensus EPS estimates four times and revenue estimates three times [1] Future Outlook - The current consensus EPS estimate for the upcoming quarter is $0.08 on revenues of $186.9 million, and for the current fiscal year, it is $0.43 on revenues of $796.2 million [4] - The estimate revisions trend for Allegro MicroSystems is mixed, resulting in a Zacks Rank 3 (Hold), indicating expected performance in line with the market in the near future [4] Industry Context - The Electronics - Semiconductors industry, to which Allegro MicroSystems belongs, is currently in the bottom 40% of over 250 Zacks industries, which may impact stock performance [5] - Another company in the same industry, Ichor Holdings, is expected to report quarterly earnings of $0.03 per share, reflecting a year-over-year change of +50%, with revenues anticipated at $197.75 million, up 6.9% from the previous year [5][6]