ALLEGRO MICROSYSTEMS, INC. - Quarter Report: 2022 December (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_________________

FORM 10-Q

_________________

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 23, 2022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39675

_________________

ALLEGRO MICROSYSTEMS, INC.

(Exact name of registrant as specified in its charter)

_________________



Delaware		46-2405937
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

955 Perimeter Road
Manchester,	New Hampshire	03103
(Address of principal executive offices)		(Zip Code)

(603) 626-2300

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

_________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

ALGM

The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of January 23, 2023, the registrant had 191,508,272 shares of common stock, $0.01 par value per share, outstanding.

TABLE OF CONTENTS


		Page

	Forward-Looking Statements	2
PART I.	Financial Information	4
Item 1.	Condensed Consolidated Financial Statements	4
	Condensed Consolidated Balance Sheets as of December 23, 2022 and March 25, 2022 (Unaudited)	4
	Condensed Consolidated Statements of Operations for the three- and nine-month periods ended December 23, 2022 and December 24, 2021 (Unaudited)	5
	Condensed Consolidated Statements of Comprehensive Income for the three- and nine-month periods ended December 23, 2022 and December 24, 2021 (Unaudited)	6
	Condensed Consolidated Statements of Changes in Equity for the three- and nine-month periods ended December 23, 2022 and December 24, 2021 (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the nine-month periods ended December 23, 2022 and December 24, 2021 (Unaudited)	9
	Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	39
PART II.	Other Information	41
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 3.	Defaults Upon Senior Securities	41
Item 4.	Mine Safety Disclosures	41
Item 5.	Other Information	41
Item 6.	Exhibits	42
Signatures		43

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (the “Quarterly Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in this Quarterly Report, including statements regarding our future results of operations and financial position, business strategy, the impact of the ongoing and global COVID-19 pandemic on our business, prospective products and the plans and objectives of management for future operations, may be forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding the liquidity, growth and profitability strategies and factors and trends affecting our business are forward-looking statements. Without limiting the foregoing, in some cases, you can identify forward-looking statements by terms such as “aim,” “may,” “will,” “should,” “expect,” “exploring,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “seek,” or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. No forward-looking statement is a guarantee of future results, performance, or achievements, and one should avoid placing undue reliance on such statements.

Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to us. Such beliefs and assumptions may or may not prove to be correct. Additionally, such forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified in Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A. “Risk Factors” in this Quarterly Report and Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended March 25, 2022, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on August 29, 2022 (as amended, the “2022 Annual Report”) as any such factors may be updated from time to time in our Quarterly Reports on Form 10-Q, and our other filings with the SEC. These risks and uncertainties include, but are not limited to:

•downturns or volatility in general economic conditions, including as a result of an economic recession or the lingering effects of the COVID-19 pandemic, particularly in the automotive market;

•our ability to compete effectively, expand our market share and increase our net sales and profitability;

•our reliance on a limited number of third-party wafer fabrication facilities and suppliers of other materials;

•our failure to adjust purchase commitments, supply chain volume and inventory management based on changing market conditions or customer demand;

•shifts in our product mix or customer mix, which could negatively impact our gross margin;

•the cyclical nature of the analog semiconductor industry;

•our ability to compensate for decreases in average selling prices of our products and increases in input costs;

•increases in inflation rates or sustained periods of inflation in the markets in which we operate;

•any disruptions at our primary third-party wafer fabrication facilities;

•our ability to manage any sustained yield problems or other delays at our third-party wafer fabrication facilities or in the final assembly and test of our products;

•our ability to fully realize the benefits of past and potential future initiatives designed to improve our competitiveness, growth and profitability;

•our ability to accurately predict our quarterly net sales and operating results;

•our dependence on manufacturing operations in the Philippines;

•our reliance on distributors to generate sales;

•COVID-19 induced lock-downs and suppression on our supply chain and customer demand;

•our ability to develop new product features or new products in a timely and cost-effective manner;

•our ability to manage growth;

•any slowdown in the growth of our end markets;

•the loss of one or more significant customers;

•our ability to meet customers’ quality requirements;

•uncertainties related to the design win process and our ability to recover design and development expenses and to generate timely or sufficient net sales or margins;

•changes in government trade policies, including the imposition of tariffs and export restrictions;

•our exposures to warranty claims, product liability claims and product recalls;

•our dependence on international customers and operations;

•the availability of rebates, tax credits and other financial incentives on end-user demands for certain products;

•risks related to governmental regulation and other legal obligations, including privacy, data protection, information security, consumer protection, environmental and occupational health and safety, anti-corruption and anti-bribery, and trade controls;

•the volatility of currency exchange rates;

•our indebtedness may limit our flexibility to operate our business;

•our ability to retain key and highly skilled personnel;

•our ability to protect our proprietary technology and inventions through patents or trade secrets;

•our ability to commercialize our products without infringing third-party intellectual property rights;

•disruptions or breaches of our information technology systems or those of our third-party service providers;

•our principal stockholders have substantial control over us;

•the inapplicability of the “corporate opportunity” doctrine to any director or stockholder who is not employed by us;

•the dilutive impact on the price of our shares upon future issuance by us or future sales by our stockholders;

•our lack of intent to declare or pay dividends for the foreseeable future;

•anti-takeover provisions in our organizational documents and under the General Corporation Law of the State of Delaware;

•the exclusive forum provision in our Certificate of Incorporation for disputes with stockholders;

•our inability to design, implement or maintain effective internal control over financial reporting;

•changes in tax rates or the adoption of new tax legislation; and

•other events beyond our control.

Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties.

You should read this Quarterly Report and the documents that we reference in this Quarterly Report completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this Quarterly Report, whether as a result of any new information, future events or otherwise.

Unless the context otherwise requires, references to “we,” “us,” “our,” the “Company” and “Allegro” refer to the operations of Allegro MicroSystems, Inc. and its consolidated subsidiaries.

PART I – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

ALLEGRO MICROSYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except par value and share amounts)

(Unaudited)


	December 23, 2022		March 25, 2022
Assets
Current assets:
Cash and cash equivalents	$	334,306	$	282,383
Restricted cash	9,822		7,416
Trade accounts receivable, net of provision for expected credit losses of $147 and $105 at December 23, 2022 and March 25, 2022, respectively	97,225		87,359
Trade and other accounts receivable due from related party	31,070		27,360
Accounts receivable – other	2,169		4,144
Inventories	119,580		86,160
Prepaid expenses and other current assets	22,030		14,995
Current portion of related party note receivable	3,750		1,875

Total current assets	619,952		511,692
Property, plant and equipment, net	232,076		210,028
Operating lease right-of-use assets	14,740		16,049
Deferred income tax assets	46,262		17,967
Goodwill	28,230		20,009
Intangible assets, net	53,130		35,970
Related party note receivable, less current portion	9,375		5,625
Equity investment in related party	27,968		27,671
Other assets	52,332		47,609
Total assets	$	1,084,065	$	892,620
Liabilities, Non-Controlling Interest and Stockholders’ Equity
Current liabilities:
Trade accounts payable	$	49,945	$	29,836
Amounts due to related party	5,659		5,222
Accrued expenses and other current liabilities	77,796		65,459
Current portion of operating lease liabilities	3,828		3,706



Total current liabilities	137,228		104,223
Obligations due under Senior Secured Credit Facilities	25,000		25,000
Operating lease liabilities, less current portion	11,358		12,748
Deferred income tax liabilities	4,438		—

Other long-term liabilities	11,485		15,286
Total liabilities	189,509		157,257
Commitments and contingencies (Note 14)
Stockholders' Equity:

Preferred Stock, $0.01 par value; 20,000,000 shares authorized, no shares issued or outstanding at December 23, 2022 and March 25, 2022	—		—
Common stock, $0.01 par value; 1,000,000,000 shares authorized, 191,435,869 shares issued and outstanding at December 23, 2022; 1,000,000,000 shares authorized, 190,473,595 issued and outstanding at March 25, 2022	1,914		1,905


Additional paid-in capital	667,908		627,792
Retained earnings	248,338		122,958
Accumulated other comprehensive loss	(24,781)		(18,448)
Equity attributable to Allegro MicroSystems, Inc.	893,379		734,207
Non-controlling interests	1,177		1,156
Total stockholders’ equity	894,556		735,363
Total liabilities, non-controlling interest and stockholders’ equity	$	1,084,065	$	892,620

The accompanying notes are an integral part of these condensed consolidated financial statements.

ALLEGRO MICROSYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(Unaudited)


	Three-Month Period Ended				Nine-Month Period Ended
	December 23, 2022		December 24, 2021		December 23, 2022		December 24, 2021
Net sales	$	203,672	$	147,168	$	572,356	$	456,302
Net sales to related party	45,117		39,461		131,852		112,079
Total net sales	248,789		186,629		704,208		568,381
Cost of goods sold	84,776		66,675		247,805		214,811
Cost of goods sold to related party	21,419		18,789		63,413		55,713
Gross profit	142,594		101,165		392,990		297,857
Operating expenses:
Research and development	39,593		30,297		109,017		89,441
Selling, general and administrative	37,373		37,963		146,470		104,115

Change in fair value of contingent consideration	—		(2,700)		(2,700)		(2,100)
Total operating expenses	76,966		65,560		252,787		191,456
Operating income	65,628		35,605		140,203		106,401
Other income (expense):

Interest expense	(613)		(427)		(1,581)		(2,081)
Interest income	360		158		1,144		317
Foreign currency transaction gain (loss)	407		(3)		2,597		(55)
Income in earnings of equity investment	2,190		287		297		792
Other, net	4,119		3,634		765		5,216
Income before income taxes	72,091		39,254		143,425		110,590
Income tax provision	7,540		6,281		17,943		16,687
Net income	64,551		32,973		125,482		93,903
Net income attributable to non-controlling interests	32		37		102		112
Net income attributable to Allegro MicroSystems, Inc.	$	64,519	$	32,936	$	125,380	$	93,791
Net income attributable to Allegro MicroSystems, Inc. per share:
Basic	$	0.34	$	0.17	$	0.66	$	0.49
Diluted	$	0.33	$	0.17	$	0.65	$	0.49
Weighted average shares outstanding:
Basic	191,328,538		189,736,901		191,082,141		189,665,324
Diluted	193,935,908		192,068,222		193,100,762		191,678,951

The accompanying notes are an integral part of these condensed consolidated financial statements.

ALLEGRO MICROSYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)

(Unaudited)


	Three-Month Period Ended				Nine-Month Period Ended
	December 23, 2022		December 24, 2021		December 23, 2022		December 24, 2021
Net income	$	64,551	$	32,973	$	125,482	$	93,903
Net income attributable to non-controlling interest	32		37		102		112
Net income attributable to Allegro MicroSystems, Inc.	64,519		32,936		125,380		93,791
Other comprehensive loss (gain):
Foreign currency translation adjustment	8,303		(1,306)		(6,414)		(4,873)

Comprehensive income	72,822		31,630		$	118,966	$	88,918
Other comprehensive (gain) loss attributable to non-controlling interest	(56)		(3)		81		61
Comprehensive income attributable to Allegro MicroSystems, Inc.	$	72,766	$	31,627	$	119,047	$	88,979

The accompanying notes are an integral part of these condensed consolidated financial statements.

ALLEGRO MICROSYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(in thousands, except share amounts)

(Unaudited)


	Preferred Stock	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss			Non-Controlling Interests		Total Equity
		Shares	Amount			Shares					Amount
Balance at September 24, 2021		—	$	—	189,702,550		$	1,897	$	604,488		$	64,406	$	(15,368)	$	1,130	$	656,553
Net income		—	—		—		—		—			32,936		—		37		32,973

Stock-based compensation, net of forfeitures		—	—		94,595		1		7,618			—		—		—		7,619
Foreign currency translation adjustment		—	—		—		—		—			—		(1,309)		3		(1,306)

Balance at December 24, 2021		—	$	—	189,797,145		$	1,898	$	612,106		$	97,342	$	(16,677)	$	1,170	$	695,839


	Preferred Stock	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss			Non-Controlling Interests		Total Equity
		Shares	Amount			Shares					Amount
Balance at September 23, 2022		—	$	—	191,308,141		$	1,913	$	662,082		$	183,819	$	(33,028)	$	1,089	$	815,875
Net income		—	—		—		—		—			64,519		—		32		64,551

Stock-based compensation, net of forfeitures		—	—		127,728		1		8,862			—		—		—		8,863
Payments of taxes withheld on net settlement of equity awards		—	—		—		—		(3,036)			—		—		—		(3,036)
Foreign currency translation adjustment		—	—		—		—		—			—		8,247		56		8,303

Balance at December 23, 2022		—	$	—	191,435,869		$	1,914	$	667,908		$	248,338	$	(24,781)	$	1,177	$	894,556

ALLEGRO MICROSYSTEMS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - continued

(in thousands, except share amounts)

(Unaudited)


	Preferred Stock	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss			Non-Controlling Interests		Total Equity
		Shares	Amount			Shares					Amount
Balance at March 26, 2021		—	$	—	189,588,161		$	1,896	$	592,170		$	3,551	$	(11,865)	$	1,119	$	586,871
Net income		—	—		—		—		—			93,791		—		112		93,903
Employee stock purchase plan issuances		—	—		59,563		—		1,291			—		—		—		1,291
Stock-based compensation, net of forfeitures		—	—		149,421		2		18,645			—		—		—		18,647
Foreign currency translation adjustment		—	—		—		—		—			—		(4,812)		(61)		(4,873)

Balance at December 24, 2021		—	$	—	189,797,145		$	1,898	$	612,106		$	97,342	$	(16,677)	$	1,170	$	695,839


	Preferred Stock	Common Stock			Additional Paid-In Capital		Retained Earnings		Accumulated Other Comprehensive Loss			Non-Controlling Interests		Total Equity
		Shares	Amount			Shares					Amount
Balance at March 25, 2022		—	$	—	190,473,595		$	1,905	$	627,792		$	122,958	$	(18,448)	$	1,156	$	735,363
Net income		—	—		—		—		—			125,380		—		102		125,482
Employee stock purchase plan issuances		—	—		89,454		1		1,572			—		—		—		1,573
Stock-based compensation, net of forfeitures		—	—		872,820		8		51,186			—		—		—		51,194
Payments of taxes withheld on net settlement of equity awards		—	—		—		—		(12,642)			—		—		—		(12,642)
Foreign currency translation adjustment		—	—		—		—		—			—		(6,333)		(81)		(6,414)

Balance at December 23, 2022		—	$	—	191,435,869		$	1,914	$	667,908		$	248,338	$	(24,781)	$	1,177	$	894,556

The accompanying notes are an integral part of these condensed consolidated financial statements.

ALLEGRO MICROSYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	Nine-Month Period Ended
	December 23, 2022		December 24, 2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	125,482	$	93,903
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	36,705		36,522
Amortization of deferred financing costs	74		75
Deferred income taxes	(28,387)		(3,061)
Stock-based compensation	51,242		18,647
Loss (gain) on disposal of assets	287		(349)

Change in fair value of contingent consideration	(2,700)		(2,100)

Provisions for inventory and receivables reserves	1,744		4,787
Unrealized loss (gain) on marketable securities	5		(4,482)
Changes in operating assets and liabilities:
Trade accounts receivable	(5,894)		(6,133)
Accounts receivable - other	2,000		(9)
Inventories	(39,136)		3,251
Prepaid expenses and other assets	(17,761)		(11,870)
Trade accounts payable	19,553		2,026
Due to/from related parties	(3,273)		(2,775)
Accrued expenses and other current and long-term liabilities	5,717		(9,874)

Net cash provided by operating activities	145,658		118,558
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment	(49,563)		(55,792)
Acquisition of business, net of cash acquired	(19,728)		(12,549)
Proceeds from sales of property, plant and equipment	—		27,407
Investments in marketable securities	—		(9,189)

Net cash used in investing activities	(69,291)		(50,123)
CASH FLOWS FROM FINANCING ACTIVITIES:
Loans made to related party	(7,500)		(7,500)
Receipts on related party notes receivable	1,875		—
Payments for taxes related to net share settlement of equity awards	(12,642)		—
Proceeds from issuance of common stock under employee stock purchase plan	1,573		1,291




Net cash used in financing activities	(16,694)		(6,209)
Effect of exchange rate changes on Cash and cash equivalents and Restricted cash	(5,344)		604
Net increase in Cash and cash equivalents and Restricted cash	54,329		62,830
Cash and cash equivalents and Restricted cash at beginning of period	289,799		203,875
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD:	$	344,128	$	266,705
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents at beginning of period	$	282,383	$	197,214
Restricted cash at beginning of period	7,416		6,661
Cash and cash equivalents and Restricted cash at beginning of period	$	289,799	$	203,875
Cash and cash equivalents at end of period	334,306		259,208
Restricted cash at end of period	9,822		7,497
Cash and cash equivalents and Restricted cash at end of period	$	344,128	$	266,705
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:


Noncash transactions:
Property, plant and equipment purchases included in trade accounts payable	$	(2,462)	$	(4,934)


Noncash lease liabilities arising from obtaining right-of-use assets	1,926		1,906

The accompanying notes are an integral part of these condensed consolidated financial statements.

ALLEGRO MICROSYSTEMS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

(Amounts in thousands, except share and per share amounts)

1. Nature of the Business and Basis of Presentation

Allegro MicroSystems, Inc., together with its consolidated subsidiaries (the “Company”), 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. The Company is headquartered in Manchester, New Hampshire and has a global footprint across multiple continents.

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The unaudited condensed consolidated financial statements include the Company’s accounts and those of its subsidiaries. All intercompany balances have been eliminated in consolidation. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended March 25, 2022 filed with the SEC on May 18, 2022, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on August 29, 2022 (as amended, the “2022 Annual Report”). In the opinion of the Company’s management, the financial statements for the interim periods presented reflects all adjustments necessary for a fair statement of the Company’s financial position, results of operations and cash flows. The results reported in these unaudited condensed consolidated financial statements are not necessarily indicative of results that may be expected for the entire year.

Financial Periods

The Company’s third quarter three-month period is a 13-week period. The Company’s third quarter of fiscal 2023 ended December 23, 2022, and the Company’s third quarter of fiscal 2022 ended December 24, 2021.

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingencies at the date of the unaudited condensed consolidated financial statements and the reported amounts of net sales and expenses during the reporting period. Such estimates relate to useful lives of fixed and intangible assets, allowances for expected credit losses and customer returns and sales allowances. Such estimates could also relate to the fair value of acquired assets and liabilities, including goodwill and intangible assets, net realizable value of inventory, accrued liabilities, the valuation of stock-based awards, deferred tax valuation allowances, and other reserves. On an ongoing basis, management evaluates its estimates. Actual results could differ from those estimates, and such differences may be material to the unaudited condensed consolidated financial statements.

Reclassifications

Certain reclassifications have been made to prior-period amounts to conform to current-period reporting classifications.

Concentrations of Credit Risk and Significant Customers

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with financial institutions, that management believes are of a high credit quality. To manage credit risk related to accounts receivables, the Company evaluates the creditworthiness of its customers and maintains allowances, to the extent necessary, for potential credit losses based upon the aging of its accounts receivable balances and known collection issues. The Company has not experienced any significant credit losses during the prior two years.

As of December 23, 2022 and March 25, 2022, Sanken Electric Co., Ltd. (“Sanken”) accounted for 24.1% and 23.8% of the Company’s outstanding trade accounts receivable, net, respectively, including related party trade accounts receivable. No other customers accounted for 10% or more of outstanding trade accounts receivable, as of those dates.

For the three- and nine-month periods ended December 23, 2022, Sanken accounted for 18.1% and 18.7% of total net sales, respectively. For the three- and nine-month periods ended December 24, 2021, Sanken accounted for 21.1% and 19.7% of total net sales, respectively. No other customers accounted for 10% or more of total net sales for the three- and nine-month

ALLEGRO MICROSYSTEMS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

periods ended December 23, 2022 and December 24, 2021. See Note 18, “Related Party Transactions” for a discussion of the Transition Agreement (as defined below) between Sanken and the Company to transition the marketing and sale of the Company’s products in Japan from Sanken to the Company during the twelve-month transition period beginning on September 29, 2022.

During the three-month period ended December 23, 2022, sales to customers located outside of the United States accounted for, in the aggregate, 86.5% of the Company’s total net sales, with Greater China accounting for 25.8%, Japan accounting for 18.1% and South Korea accounting for 10.3%. During the nine-month period ended December 23, 2022, sales to customers located outside of the United States accounted for, in the aggregate, 87.6% of the Company’s total net sales, with Greater China accounting for 25.9% and Japan accounting for 18.7%. No other country accounted for greater than 10% of total net sales for the three- and nine-month periods ended December 23, 2022.

During the three-month period ended December 24, 2021, sales to customers located outside of the United States, in the aggregate, accounted for 85.9% of the Company’s total net sales, with Greater China accounting for 26.1%, Japan accounting for 21.1% and South Korea accounting for 10.7%. During the nine-month period ended December 24, 2021, sales to customers located outside of the United States, in the aggregate, accounted for 85.8% of the Company’s total net sales, with Greater China accounting for 25.0%, Japan accounting for 19.7% and South Korea accounting for 10.8%. No other country accounted for greater than 10% of total net sales for the three- and nine-month periods ended December 24, 2021.

Recently Adopted Accounting Standards

In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which eliminates the diversity in practice and inconsistency related to the accounting for acquired revenue contracts with customers in a business combination. The amendments in ASU 2021-08 require an acquiring entity to apply ASC Topic 606, Contracts with Customers (“ASC 606”), to recognize and measure contract assets and contract liabilities in a business combination as if the acquired contracts with customers were originated by the acquiring entity at the acquisition date. An acquirer may assess how the acquiree applied ASC 606 and generally should recognize and measure the acquired contract assets and contract liabilities consistent with the recognition and measurement in the acquiree’s financial statements, as prepared in accordance with U.S. GAAP. If unable to rely on the acquiree’s accounting due to errors, noncompliance with U.S. GAAP, or differences in accounting policies, the acquirer should consider the terms of the acquired contracts, such as timing of payment, identify each performance obligation in the contracts, and allocate the total transaction price to each identified performance obligation on a relative standalone selling price basis as of contract inception (that is, the date the acquiree entered into the contracts) or contract modification to determine what should be recorded at the acquisition date. The Company early adopted ASU 2021-08, effective March 26, 2022 and concluded that adoption of this ASU did not have a material impact on its financial position, results of operations, cash flows, or related disclosures.

In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2021-04”). ASU 2021-04 outlines how an entity should account for modifications made to equity-classified written call options, including stock options and warrants to purchase the entity’s own common stock. The guidance in the ASU requires an entity to treat a modification of an equity-classified written call option that does not cause the option to become liability-classified as an exchange of the original option for a new option. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the equity-classified written call option or as termination of the original option and issuance of a new option. The Company adopted ASU 2021-04, effective March 26, 2022, and concluded that it did not have a material impact on its financial position, results of operations, cash flows, or related disclosures.

Recently Issued Accounting Standards Not Yet Adopted

In December 2022, the FASB issued ASU No. 2022-06, Reference Rate Reform (Topic 848), Deferral of the Sunset Date of Topic 848 (“ASU 2022-06”). In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provided temporary relief when transitioning from the London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Financing Rate (“SOFR”) or another applicable rate during the original transition period ending on December 31, 2022. In March 2021, the UK Financial Conduct Authority (the “FCA”) announced that the intended cessation date of the overnight 1-, 3-, 6-, and 12-month tenors of U.S. dollar LIBOR would be June 30, 2023, which is beyond the current sunset date of Topic 848. In light of this development, the FASB issued this update to defer the sunset date of Topic 848 from December 31, 2022, to December 31,

ALLEGRO MICROSYSTEMS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

2024, after which entities will no longer be permitted to apply the relief in Topic 848. The Company does not anticipate this new guidance to have a material impact on its financial position, results of operations, cash flows, or related disclosures.

3. Heyday Acquisition

On September 1, 2022, the Company completed its purchase of all of the equity interests in Heyday Integrated Circuits (“Heyday”), a privately held company specializing in compact, fully integrated isolated gate drivers that enable energy conversion in high-voltage gallium nitride and silicon carbide wide-bandgap semiconductor designs (the “Heyday Acquisition”). The Heyday Acquisition was undertaken to bring together Heyday’s isolated gate drivers and the Company’s isolated current sensors to enable potential development and commercialization of small high-voltage and high-efficiency power systems. Additionally, this acquisition is expected to increase the Company’s addressable market for electric vehicles (“xEV”), solar inverters, data center and 5G power supplies, and broad-market industrial applications. The total preliminary purchase price, as updated for measurement period adjustments, was $20,501, consisting of cash consideration paid directly to the owners of Heyday and paid on their behalf for the settlement of certain outstanding debts and other obligations.

The Heyday Acquisition was accounted for as a business combination, and the Company recorded the assets acquired and liabilities assumed at their respective fair values as of the date of acquisition. The allocation of purchase consideration to assets and liabilities is not yet finalized. The preliminary allocation of the purchase price was based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). The primary areas of the preliminary purchase price allocation that are not yet finalized are the working capital settlement, finalization of our review of the estimates and assumptions included in the valuation reports, determination of the tax basis of certain assets and liabilities and certain tax carry forwards, and residual goodwill. During the three-month period ended December 23, 2022, the Company recorded measurement period adjustments to various accounts resulting in a decrease in goodwill of $450. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the acquisition date, updated for the measurement period adjustments above:






	As of September 1, 2022
Cash	$	324

Property and equipment	16
Completed technology	15,100
In-process research and development	1,600
Assets acquired	$	17,040
Current liabilities assumed	(282)
Net deferred tax liability	(4,036)
Net assets acquired	$	12,722
Total estimated fair value of consideration	(20,501)
Goodwill	$	7,779

The significant intangible assets identified in the preliminary purchase price allocation consisted of completed technology and in-process research and development. Completed technology assets will be amortized over an estimated useful life of 12 years. The acquired in-process research and development costs was determined to have an indefinite useful life.

Amortization of completed technology is included within cost of goods sold and consists of PowerThru technology that accomplishes gate driver power and signal transmission through an integrated transformer, reducing the size and complexity of the gate drive solution. The in-process research and development assets represent efforts to expand the power capability of these gate drivers for wide-bandgap semiconductor technology. To value the completed technology and the in-process research and development assets, the Company utilized the income approach, specifically a discounted cash-flow method known as the multi-period excess earnings method.

Goodwill was recognized for the excess purchase price over the fair value of the net assets acquired. The goodwill reflects the value of the synergies the Company expects to realize and the assembled workforce. Goodwill from the Heyday

ALLEGRO MICROSYSTEMS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

Acquisition is included within the Company’s one reporting unit and will be included in the Company’s enterprise-level annual review for impairment. Goodwill resulting from the Heyday Acquisition is not deductible for tax purposes.

The purchase price has been allocated to the tangible and intangible assets acquired and liabilities assumed based upon the respective estimates of fair value as of the date of the acquisition and using assumptions that the Company’s management believes are reasonable given the information available as of the date of the Heyday Acquisition. The final allocation of the purchase price may differ materially from the information presented in these condensed consolidated financial statements. Any changes to the preliminary estimates of the fair value of the assets acquired and liabilities assumed will be recorded as adjustments to those assets and liabilities, and residual amounts will be allocated to goodwill.

The revenues and income before income taxes from the Heyday Acquisition were immaterial to the Company’s consolidated results for the three- and nine-month periods ended December 23, 2022. The Company has not presented pro forma results of operations for the Heyday Acquisition because it is not material to the Company’s consolidated results of operations, financial position, or cash flows.

4. Revenue from Contracts with Customers

The Company generates revenue from the sale of magnetic sensor integrated circuits (“ICs”) and application-specific analog power semiconductors. The following tables summarize net sales disaggregated by application, by product and by geography for the three- and nine-month periods ended December 23, 2022 and December 24, 2021. The categorization of net sales by application is determined using various characteristics of the product and the application into which the Company’s product will be incorporated. The categorization of net sales by geography is determined based on the location to which the products are shipped.

Net sales by application:


	Three-Month Period Ended				Nine-Month Period Ended
	December 23, 2022		December 24, 2021		December 23, 2022		December 24, 2021

Automotive	$	170,107	$	130,797	$	477,154	$	390,351
Industrial	51,014		31,903		139,330		98,533
Other	27,668		23,929		87,724		79,497
Total net sales	$	248,789	$	186,629	$	704,208	$	568,381

Net sales by product:


	Three-Month Period Ended				Nine-Month Period Ended
	December 23, 2022		December 24, 2021		December 23, 2022		December 24, 2021
Power integrated circuits	$	94,513	$	62,859	$	272,500	$	195,054
Magnetic sensors and other	154,276		123,770		431,708		373,327


Total net sales	$	248,789	$	186,629	$	704,208	$	568,381

ALLEGRO MICROSYSTEMS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

Net sales by geography:


	Three-Month Period Ended				Nine-Month Period Ended
	December 23, 2022		December 24, 2021		December 23, 2022		December 24, 2021
Americas:
United States	$	33,613	$	26,228	$	87,135	$	80,854
Other Americas	6,473		4,921		20,204		16,697
EMEA:
Europe	39,650		29,891		115,693		97,108
Asia:
Japan	45,117		39,461		131,852		112,079
Greater China	64,305		48,696		182,624		142,158
South Korea	25,504		19,935		67,414		61,614
Other Asia	34,127		17,497		99,286		57,871
Total net sales	$	248,789	$	186,629	$	704,208	$	568,381

The Company recognizes sales net of returns, credits issued, price protection adjustments and stock rotation rights. In addition, the Company recognizes expected credit losses on trade accounts receivable as bad debt expense in the unaudited statements of operations. At December 23, 2022 and March 25, 2022, these combined adjustments were $18,896 and $14,924, respectively, and were netted against trade accounts receivable in the unaudited condensed consolidated balance sheets. These amounts represent charges of $3,972 and $602 for the nine-month periods ended December 23, 2022 and December 24, 2021, respectively.

Unsatisfied performance obligations primarily represent contracts for products with future delivery dates. The Company elected not to disclose the amount of unsatisfied performance obligations as these contracts have original expected durations of less than one year.

5. Fair Value Measurements

The following tables present information about the Company’s financial assets and liabilities as of December 23, 2022 and March 25, 2022, measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values:


	Fair Value Measurement at December 23, 2022 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market fund deposits	$	172,518	$	—	$	—	$	172,518
Restricted cash:
Money market fund deposits	9,822		—		—		9,822
Other assets (long-term):
Investments in marketable securities	$	12,144	$	—	$	—	$	12,144
Total assets	$	194,484	$	—	$	—	$	194,484
Liabilities:
Other long-term liabilities:
Contingent consideration	$	—	$	—	$	100	$	100
Total liabilities	$	—	$	—	$	100	$	100

ALLEGRO MICROSYSTEMS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)


	Fair Value Measurement at March 25, 2022 Using:
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents:
Money market fund deposits	$	16,927	$	—	$	—	$	16,927
Restricted cash:
Money market fund deposits	7,416		—		—		7,416
Other assets (long-term):
Investments in marketable securities	12,346		—		—		12,346
Total assets	$	36,689	$	—	$	—	$	36,689
Liabilities:
Other long-term liabilities:
Contingent consideration	—		—		2,800		2,800
Total liabilities	$	—	$	—	$	2,800	$	2,800

The following table represents the unrealized gains and losses on investments in marketable securities held with a readily determinable fair value for the nine-month periods ended December 23, 2022 and December 24, 2021:


	Nine-Month Period Ended
	December 23, 2022		December 24, 2021
Net (losses) gains recognized during the period on equity securities	$	(5)	$	4,482
Less: Net gains and losses recognized during the period on equity securities sold during the period	—		—
Unrealized (losses) gains recognized during the reporting period on equity securities still held at the reporting date	$	(5)	$	4,482

In addition to the unrealized losses and gains in the table above, the change in fair value of the equity securities was impacted by unrealized foreign currency exchange losses of $197 and $278 for the nine-month periods ended December 23, 2022 and December 24, 2021, respectively.

The following table shows the change in fair value of Level 3 contingent consideration in connection with the fiscal year 2021 purchase of Voxtel, Inc. (“Voxtel”), a privately held technology company located in Beaverton, Oregon that develops, manufactures and supplies photonic and advanced 3D imaging technologies (the “Voxtel Acquisition”), for the nine-month periods ended December 23, 2022 and December 24, 2021:


	Level 3 Contingent Consideration
Balance at March 25, 2022	$	2,800
Change in fair value of contingent consideration	(2,700)

Balance at December 23, 2022	$	100

Balance at March 26, 2021	$	4,800
Change in fair value of contingent consideration	(2,100)

Balance at December 24, 2021	$	2,700

Assets and liabilities measured at fair value on a recurring basis also consist of marketable securities, unit investment trust funds, loans, bonds, stock and other investments which are the Company’s defined benefit plan assets. Fair value information for those assets and liabilities, including their classification in the fair value hierarchy, is included in Note 13, “Retirement Plans.”

During the nine-month periods ended December 23, 2022 and December 24, 2021, there were no transfers among Level 1, Level 2 and Level 3 assets or liabilities.

ALLEGRO MICROSYSTEMS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

6. Trade Accounts Receivable, net

Trade accounts receivable, net (including related party trade accounts receivable) consisted of the following:


	December 23, 2022		March 25, 2022
Trade accounts receivable	$	147,023	$	129,539
Less:
Provision for expected credit losses	(147)		(105)
Returns and sales allowances	(18,749)		(14,819)
Related party trade accounts receivable	(30,902)		(27,256)
Total	$	97,225	$	87,359

The Company is exposed to credit losses primarily through trade and other financing receivables arising from revenue transactions. The Company uses an aging schedule method to estimate current expected credit losses (“CECL”) based on days of delinquency, including information about past events and current economic conditions. The Company’s accounts receivable are separated into two categories using a portfolio methodology to evaluate the allowance under the CECL impairment model based on sales categorization and similar credit quality and worthiness of the customers: original equipment manufacturers (“OEMs”) and distributors. The receivables in each category share similar risk characteristics. The Company increases the provision for expected credits losses when the Company determines all or a portion of a receivable is uncollectible, and the Company recognizes recoveries as a decrease to the provision for expected credit losses.

Changes in the Company’s expected credit losses and returns and sales allowances were as follows:


Description	Provision for Expected Credit Losses		Returns and Sales Allowances		Total
Balance at March 25, 2022	$	105	$	14,819	$	14,924
Charged to costs and expenses or revenue	42		78,737		78,779
Write-offs, net of recoveries	—		(74,807)		(74,807)
Balance at December 23, 2022	$	147	$	18,749	$	18,896

Balance at March 26, 2021	$	138	$	15,274	$	15,412
Charged to costs and expenses or revenue	(68)		114,047		113,979
Write-offs, net of recoveries	—		(113,377)		(113,377)
Balance at December 24, 2021	$	70	$	15,944	$	16,014

7. Inventories

Inventories include material, labor and overhead and consisted of the following:


	December 23, 2022		March 25, 2022
Raw materials and supplies	$	14,939	$	11,941
Work in process	75,672		55,855
Finished goods	28,969		18,364

Total	$	119,580	$	86,160

The Company recorded inventory write-offs totaling $654 and $5,716 for the three- and nine-month periods ended December 23, 2022, respectively, and $348 and $5,389 for the three- and nine-month periods ended December 24, 2021, respectively.

The Company discontinued a product line manufactured by Voxtel and subsequently recognized impairment charges, which represented much of the increase in inventory provisions, for the related inventory of none and $3,106 for the three- and nine-month periods ended December 24, 2021, respectively.

ALLEGRO MICROSYSTEMS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

8. Property, Plant and Equipment, net

Property, plant and equipment, net is stated at cost, and consisted of the following:


	December 23, 2022		March 25, 2022
Land	$	15,244	$	15,775
Buildings, building improvements and leasehold improvements	60,555		59,816
Machinery and equipment	584,800		542,745
Office equipment	6,075		6,247
Construction in progress	32,188		22,428
Total	698,862		647,011
Less accumulated depreciation	(466,786)		(436,983)
Total	$	232,076	$	210,028

Total depreciation expense amounted to $11,128 and $32,958 for the three- and nine-month periods ended December 23, 2022, respectively, and $10,893 and $33,235 for the three- and nine-month periods ended December 24, 2021, respectively.

Long-lived assets include property, plant and equipment and related deposits on such assets, and capitalized tooling costs. The geographic locations of the Company’s long-lived assets, net, based on physical location of the assets, as of December 23, 2022 and March 25, 2022 are as follows:


	December 23, 2022		March 25, 2022
United States	$	36,706	$	35,221
Philippines	187,508		167,488

Other	9,395		7,746
Total	$	233,609	$	210,455

Amortization of prepaid tooling costs amounted to $32 and $97 for the three- and nine-month periods ended December 23, 2022, respectively, and $31 and $97 for the three- and nine-month periods ended December 24, 2021, respectively.

9. Goodwill and Intangible Assets

The table below summarizes the changes in the carrying amount of goodwill as follows:


	Total
Balance at March 25, 2022	$	20,009
Goodwill arising from acquisitions	8,229
Measurement period adjustments	(450)
Foreign currency translation	442
Balance at December 23, 2022	$	28,230

Balance at March 26, 2021	$	20,106

Foreign currency translation	(63)
Balance at December 24, 2021	$	20,043

ALLEGRO MICROSYSTEMS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

Intangible assets, net is as follows:


	December 23, 2022
Description	Gross		Accumulated Amortization		Net Carrying Amount		Weighted- Average Lives
Patents	$	39,473	$	17,452	$	22,021	10 years
Customer relationships	6,837		6,656		181		9 years
Process technology	29,148		3,007		26,141		12 years
Indefinite-lived and legacy process technology	5,750		1,650		4,100
Trademarks	200		94		106		5 years
Legacy trademarks	640		59		581
Other	32		32		—
Total	$	82,080	$	28,950	$	53,130


	March 25, 2022
Description	Gross		Accumulated Amortization		Net Carrying Amount		Weighted- Average Lives
Patents	$	36,577	$	15,304	$	21,273	10 years
Customer relationships	6,582		6,348		234		9 years
Process technology	13,100		1,742		11,358		12 years
Indefinite-lived and legacy process technology	4,050		1,650		2,400
Trademarks	200		64		136		5 years
Legacy trademarks	627		58		569
Other	32		32		—
Total	$	61,168	$	25,198	$	35,970

Intangible assets amortization expense was $1,420 and $3,650 for the three- and nine-month periods ended December 23, 2022, respectively, and $1,087 and $3,190 for the three- and nine-month periods ended December 24, 2021, respectively.

As of December 23, 2022, annual amortization expense of intangible assets for the next five fiscal years is expected to be as follows:


Remainder of 2023	$	1,074
2024	3,989
2025	3,704
2026	3,415
2027	3,081
Thereafter	33,186
Total	$	48,449

ALLEGRO MICROSYSTEMS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

10. Accrued Expenses and Other Current Liabilities

The composition of accrued expenses and other current liabilities is as follows:


	December 23, 2022		March 25, 2022

Accrued management incentives	$	30,095	$	33,607
Accrued salaries and wages	19,167		14,699
Accrued warranty costs	3,312		541

Accrued vacation	8,172		5,715

Accrued professional fees	4,491		1,252
Accrued income taxes	3,687		1,831

Other current liabilities	8,872		7,814
Total	$	77,796	$	65,459

11. Debt and Other Borrowings

On September 30, 2020, the Company entered into a term loan credit agreement with Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and the other agents, arrangers and lenders party thereto, providing for a $325,000 senior secured term loan facility due in fiscal 2028 (the “Term Loan Facility”). On September 30, 2020, the Company also entered into a revolving facility credit agreement with Mizuho Bank, Ltd., as administrative agent and collateral agent, and the other agents, arrangers and lenders party thereto, providing for a $50,000 senior secured revolving credit facility expiring in 2023 (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Secured Credit Facilities”). The Company’s outstanding borrowings bore an interest rate of 7.82% at December 23, 2022. As of both December 23, 2022 and March 25, 2022, the Company had $25,000 outstanding under the Term Loan Facility and had not borrowed on the Revolving Credit Facility. As of December 23, 2022 and March 25, 2022, the unamortized portion of the deferred financing costs associated with the Revolving Credit Facility was $74 and $149, respectively, and the related short-term and long-term portions were classified within “Prepaid expenses and other current assets” and “Other assets, net” on its unaudited condensed consolidated balance sheets.

On November 26, 2019, the Company, through its subsidiaries, entered into a line of credit agreement with a financial institution that provides for a maximum borrowing capacity of 60,000 Philippine pesos (approximately $1,088 at December 23, 2022) at the bank’s prevailing interest rate. The line of credit is due to expire on August 31, 2023. There were no borrowings outstanding under this line of credit as of December 23, 2022 and March 25, 2022.

On November 20, 2019, the Company, through its subsidiaries, entered into a line of credit agreement with a financial institution that provides for a maximum capacity of 75,000 Philippine pesos (approximately $1,360 at December 23, 2022) at the bank’s prevailing interest rate. The line of credit is due to expire on June 30, 2023. There were no borrowings outstanding under this line of credit as of December 23, 2022 and March 25, 2022.

12. Other Long-Term Liabilities

The composition of other long-term liabilities is as follows:


	December 23, 2022		March 25, 2022


Accrued retirement	$	8,509	$	8,903

Provision for uncertain tax positions	2,795		2,757
Other long-term liabilities	181		3,626
Total	$	11,485	$	15,286

13. Retirement Plans

The Company recognizes the funded status (i.e., the difference between the fair value of plan assets and the benefit obligations) of its defined benefit pension plans in its unaudited condensed consolidated balance sheets with a corresponding adjustment to accumulated other comprehensive income, net of tax. These amounts will continue to be recognized as a

ALLEGRO MICROSYSTEMS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

component of future net periodic benefit costs consistent with the Company’s past practice. Further, actuarial gains and losses and prior service costs that arise in future periods and are not recognized as net periodic benefit costs in the same periods will be recognized as a component of other comprehensive income. Those amounts will also be recognized as a component of future net periodic benefit costs consistent with the Company’s past practice. The Company uses a measurement date for its defined benefit pension plans and other postretirement benefit plans that is equivalent to its fiscal year-end.

Plan Descriptions

Non-U.S. Defined Benefit Plan

The Company, through its wholly owned subsidiary, Allegro MicroSystems Philippines, Inc. (“AMPI”), has a defined benefit pension plan, which is a noncontributory plan that covers substantially all employees of the respective subsidiary. The plan’s assets are invested in common trust funds, bonds and other debt instruments and stocks.

Effect on the unaudited statements of operations

Expense related to the non-United States (“U.S.”) defined benefit plan was as follows:


	Three-Month Period Ended				Nine-Month Period Ended
	December 23, 2022		December 24, 2021		December 23, 2022		December 24, 2021
Service cost	$	297	$	365	$	932	$	1,119
Interest cost	179		158		561		485
Expected return on plan assets	(71)		(75)		(222)		(230)


Amortization of prior service cost	(2)		1		(6)		1
Actuarial loss	20		51		60		156
Net periodic pension expense	$	423	$	500	$	1,325	$	1,531

Information on Plan Assets

The table below sets forth the fair value of the non-U.S. defined benefit plan’s assets as of December 23, 2022 and March 25, 2022, using the same three-level hierarchy of fair value inputs described in the significant accounting policies included in the Company’s 2022 Annual Report.


	Fair Value at December 23, 2022		Level 1		Level 2		Level 3
Assets of non-U.S. defined benefit plan:
Government securities	$	2,104	$	2,104	$	—	$	—
Unit investment trust fund	1,180		—		1,180		—
Loans	578		—		—		578
Bonds	677		—		677		—
Stocks and other investments	2,414		1,323		3		1,088
Total	$	6,953	$	3,427	$	1,860	$	1,666


	Fair Value at March 25, 2022		Level 1		Level 2		Level 3
Assets of non-U.S. defined benefit plan:
Government securities	$	1,920	$	1,920	$	—	$	—
Unit investment trust fund	1,165		—		1,165		—
Loans	553		—		—		553
Bonds	676		—		676		—
Stocks and other investments	2,783		1,716		2		1,065
Total	$	7,097	$	3,636	$	1,843	$	1,618

ALLEGRO MICROSYSTEMS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

The following table shows the change in fair value of Level 3 plan assets for the nine-month periods ended December 23, 2022 and December 24, 2021:


	Level 3 Non-U.S. Defined Benefit Plan Assets
	Loans		Stocks
Balance at March 25, 2022	$	553	$	1,065
Additions during the year	328		—
Redemptions during the year	(280)		—
Revaluation of equity securities	4		75
Change in foreign currency exchange rates	(27)		(52)
Balance at December 23, 2022	$	578	$	1,088

Balance at March 26, 2021	$	584	$	1,133
Additions during the year	308		—
Redemptions during the year	(289)		—
Revaluation of equity securities	(5)		13
Change in foreign currency exchange rates	(20)		(34)
Balance at December 24, 2021	$	578	$	1,112

The investments in the Company’s major benefit plans largely consist of low-cost, broad-market index funds to mitigate risks of concentration within the market sectors. In recent years, the Company’s investment policy has shifted toward a closer matching of the interest-rate sensitivity of the plan assets and liabilities. The appropriate mix of equity and bond investments is determined primarily through the use of detailed asset-liability modeling studies that look to balance the impact of changes in the discount rate against the need to provide asset growth to cover future service cost. The Company, through its wholly owned subsidiary, Allegro MicroSystems, LLC’s (“AML”), non-U.S. defined benefit plan, has added a greater proportion of fixed income securities with return characteristics that are more closely aligned with changes in liabilities caused by discount rate volatility. There are no significant restrictions on the amount or nature of the investments that may be acquired or held by the plans.

During the three- and nine-month periods ended December 23, 2022, the Company contributed approximately $403 and $1,102 to its non-U.S. pension plan, respectively. During the three- and nine-month periods ended December 24, 2021, the Company contributed approximately $344 and $1,040 to its non-U.S. pension plan, respectively. The Company expects to contribute approximately $1,546 to its non-U.S. pension plan in fiscal year 2023.

Defined Contribution Plan

The Company has a 401(k) plan that covers all employees meeting certain service and age requirements. Employees are eligible to participate in the plan upon hire when the service and age requirements are met. Employees may contribute up to 35% of their compensation, subject to the maximum contribution allowed by the Internal Revenue Service. All employees are 100% vested in their contributions at the time of plan entry.

Eligible AML U.S. employees may contribute up to 50% of their pretax compensation to a defined contribution plan, subject to certain limitations, and AML may match, at its discretion, 100% of the participants’ pretax contributions, up to a maximum of 5% of their eligible compensation. Matching contributions by AML totaled approximately $917 and $3,399 for the three- and nine-month periods ended December 23, 2022, respectively, and approximately $665 and $3,000 for the three- and nine-month periods ended December 24, 2021, respectively.

14. Commitments and Contingencies

Insurance

The Company, through its subsidiaries, utilizes self-insured employee health programs for employees in the United States. The Company records estimated liabilities for its self-insured health programs based on information provided by the third-party plan administrators, historical claims experience and expected costs of claims incurred but not reported. The Company monitors its estimated liabilities on a quarterly basis. As facts change, it may become necessary to make

ALLEGRO MICROSYSTEMS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

adjustments that could be material to the Company’s unaudited condensed consolidated financial position and results of operations.

Legal proceedings

The Company is subject to various legal proceedings, claims and regulatory examinations or investigations arising in the normal course of business, the outcomes of which are subject to significant uncertainty, and the Company’s ultimate liability, if any, is difficult to predict. The Company records an accrual for legal contingencies when it is determined that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In making such determinations, the Company evaluates, among other things, the degree of probability of an unfavorable outcome and, when it is probable that a liability has been incurred, the ability to make a reasonable estimate of the loss. If the occurrence of liability is probable and estimable, the Company will disclose the nature of the contingency and will provide the likely amount of such loss or range of loss. The Company does not believe there are any current matters that could have a material adverse effect on its financial position, results of operations or cash flows.

Indemnification

From time to time, the Company has agreed to indemnify and hold harmless certain customers for potential allegations of infringement of intellectual property rights and patents arising from the use of its products. To date, the Company has not recognized or incurred any costs in connection with such indemnification arrangements; therefore, there was no accrual of such amounts at December 23, 2022 or March 25, 2022.

Environmental Matters

The Company establishes accrued liabilities for environmental matters when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. If the contingency is resolved for an amount greater or less than the accrual, or the Company’s share of the contingency increases or decreases or other assumptions relevant to the development of the estimate were to change, the Company would recognize an additional expense or benefit in the unaudited condensed consolidated statements of operations during the period such determination was made. No significant environmental accruals were established at December 23, 2022 or March 25, 2022.

15. Net Income per Share

The following table sets forth the basic and diluted net income attributable to Allegro MicroSystems, Inc. per share.


	Three-Month Period Ended				Nine-Month Period Ended
	December 23, 2022		December 24, 2021		December 23, 2022		December 24, 2021
Net income attributable to Allegro MicroSystems, Inc.	$	64,519	$	32,936	$	125,380	$	93,791
Net income attributable to common stockholders	64,551		32,973		125,482		93,903
Basic weighted average shares of common stock	191,328,538		189,736,901		191,082,141		189,665,324
Dilutive effect of common stock equivalents	2,607,370		2,331,321		2,018,621		2,013,627
Diluted weighted average shares of common stock	193,935,908		192,068,222		193,100,762		191,678,951
Basic net income attributable to Allegro MicroSystems, Inc. per share	$	0.34	$	0.17	$	0.66	$	0.49
Basic net income attributable to common stockholders per share	$	0.34	$	0.17	$	0.66	$	0.50
Diluted net income attributable to Allegro MicroSystems, Inc. per share	$	0.33	$	0.17	$	0.65	$	0.49
Diluted net income attributable to common stockholders per share	$	0.33	$	0.17	$	0.65	$	0.49

The computed net income per share for the three- and nine-month periods ended December 23, 2022 and December 24, 2021 does not assume conversion of securities that would have an antidilutive effect on income per share. The following table represents the securities excluded as conversion of such securities would have an antidilutive effect on income per share:

ALLEGRO MICROSYSTEMS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

Three-Month Period Ended

Nine-Month Period Ended

December 23,
2022

December 24,
2021

December 23,
2022

December 24,
2021

Restricted stock units

12,620

—

24,273

—

The following table represents issuable weighted average share information underlying our outstanding RSUs, PSUs (as defined in Note 16 below) and participation in our employee stock purchase plan for the respective periods:


	Three-Month Period Ended		Nine-Month Period Ended
	December 23, 2022	December 24, 2021	December 23, 2022	December 24, 2021
Restricted stock units	973,417	1,199,816	752,637	1,046,229
Performance stock units	1,612,824	1,117,532	1,244,855	959,084
Employee stock purchase plan	21,129	13,973	21,129	8,314

Total	2,607,370	2,331,321	2,018,621	2,013,627

16. Common Stock and Stock-Based Compensation

The Company accounts for stock-based compensation through the measurement and recognition of compensation expense for share-based payment awards made to employees over the related requisite service period, including performance-based restricted stock units (“PSUs”), time-based restricted stock units (“RSUs”) and restricted shares (all part of our equity incentive plan).

During the nine-month periods ended December 23, 2022 and December 24, 2021, the Company granted RSUs to employees of 2,153,507 and 1,030,887, respectively, with an estimated weighted-average grant date fair value of $22.97 and $25.47, respectively. During the nine-month periods ended December 23, 2022 and December 24, 2021, 1,115,354 and 168,717 shares vested, respectively, and 192,290 and 143,820 shares were cancelled, respectively. Stock-based compensation expense related to non-vested awards not yet recorded at December 23, 2022 was $40,400, which is expected to be recognized over a weighted-average of 1.31 years.

PSUs are included at 10% - 200% of target goals. During the nine-month periods ended December 23, 2022 and December 24, 2021, the Company granted PSUs to employees of 3,392,208 and 465,732, respectively, with an estimated weighted-average grant date fair value of $24.64 and $27.08, respectively. A total of 1,046,255 and no shares vested during the nine-month periods ended December 23, 2022 and December 24, 2021, respectively, and 552,689 and 51,722 shares were cancelled, respectively. The intrinsic value of the PSUs that were unvested during the nine-month period ended December 23, 2022 was $83,110. The total compensation cost related to unvested awards not yet recorded at December 23, 2022 was $22,818, which is expected to be recognized over a weighted average of 2.86 years.

During the nine-month periods ended December 23, 2022 and December 24, 2021, 117,096 and 227,530, respectively, shares of the Company’s restricted common stock vested. No shares and 24,014 shares, respectively, were forfeited, which reduced common stock outstanding during the same periods. The Company had 23,430 unvested shares of restricted common stock at December 23, 2022 with a weighted average grant date fair value of $14.00 and remaining vesting period of 0.44 years.

The Company recorded stock-based compensation expense in the following expense categories of its unaudited condensed consolidated statements of operations:


	Three-Month Period Ended				Nine-Month Period Ended
	December 23, 2022		December 24, 2021		December 23, 2022		December 24, 2021
Cost of sales	$	1,156	$	742	$	3,112	$	1,992
Research and development	3,174		1,019		6,013		2,814
Selling, general and administrative	4,572		5,859		42,117		13,841
Total stock-based compensation	$	8,902	$	7,620	$	51,242	$	18,647

During the first fiscal quarter of 2023, the Company’s (former) President and Chief Executive Officer, Ravi Vig, provided notice of his retirement from the Company and its board of directors (the “Board”), effective June 13, 2022.

ALLEGRO MICROSYSTEMS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

Additionally, the Company entered into a second amended and restated severance agreement (the “Second A&R Severance Agreement”) with Mr. Vig that amended and restated the amended agreement from September 30, 2020. As provided for in the Second A&R Severance Agreement, the Company agreed, in addition to other cash-settled and health insurance-related compensation, to modifications to Mr. Vig’s stock-based compensation, including: (i) acceleration of the vesting of all unvested RSUs; (ii) modification of certain PSUs with performance conditions that had been achieved as of the retirement date to permit these awards to remain outstanding and eligible to vest in accordance with their terms; and (iii) the forfeiture of certain unvested PSUs with performance conditions that had not been achieved as of the retirement date and replacement thereof with new immediately vesting RSUs. The impact of these modifications on stock-based compensation expense was $26,349 for the nine-month period ended December 23, 2022, which was recorded in selling, general and administrative expense in the Company’s unaudited condensed consolidated statements of operations.

17. Income Taxes

The Company recorded the following tax provision in its unaudited condensed consolidated statements of operations:


	Three-Month Period Ended				Nine-Month Period Ended
	December 23, 2022		December 24, 2021		December 23, 2022		December 24, 2021


Provision for income taxes	$	7,540	$	6,281	$	17,943	$	16,687

Effective tax rate	10.5%		16.0%		12.5%		15.1%

The Company’s provision for income taxes is comprised of the year-to-date taxes based on an estimate of the annual effective tax rate plus the tax impact of discrete items.

The Company is subject to tax in the U.S. and various foreign jurisdictions. The Company’s effective tax rate can fluctuate primarily based on: the mix of its U.S. and foreign income; the impact of discrete transactions; and the difference between the amount of tax benefit generated by the foreign derived intangible income deduction (“FDII”) and research credits offset by the additional tax from the global intangible low-tax income (“GILTI”).

The effective tax rate (“ETR”) year-over-year was primarily impacted by Internal Revenue Code (“IRC”) Section 174 Capitalization (“174 Capitalization”), FDII deductions, a reduction in state taxes and an increase in current year non-deductible executive compensation expense. 174 Capitalization increased U.S. taxable income, cash taxes, FDII deductions, and GILTI inclusions. The net tax impact from 174 Capitalization is favorable because the increased FDII deductions of $9,300 exceed the additional inclusion for GILTI income inclusions of $945 (“Net 174 Benefit”). The Net 174 Benefit, current-year FDII deductions, and state tax benefits are offset in the current year by increased non-deductible executive compensation of $6,694, and discrete tax impacts. The quarter over quarter ETR impact relates primarily to Net 174 benefits.

18. Related Party Transactions

Transactions involving Sanken

The Company sells products to, and purchases in-process products from, Sanken. As of December 23, 2022, Sanken held approximately 51.5% of the Company’s outstanding common stock.

Net sales of the Company’s products to Sanken totaled $45,117 and $131,852 during the three- and nine-month periods ended December 23, 2022, respectively, and $39,461 and $112,079 during the three- and nine-month periods ended December 24, 2021, respectively. Trade accounts receivables, net of allowances from Sanken, totaled $30,902 and $27,256 as of December 23, 2022 and March 25, 2022, respectively. Other accounts receivable from Sanken totaled $168 and $104 as of December 23, 2022 and March 25, 2022, respectively.

Termination of Sanken Distribution Agreement

On September 29, 2022, the Company entered into a transition agreement with Sanken that provides for the termination of the distribution agreement dated as of July 5, 2007, by and between the Company and Sanken (the “Distribution Agreement”) and sets forth the terms governing the collaboration between the parties to transition the marketing and sale of the Company’s products in Japan from Sanken to the Company during the 12-month transition period beginning on September 29, 2022 (the “Transition Agreement”). Following the 12-month transition period, both the Transition Agreement and the Distribution Agreement will terminate.

ALLEGRO MICROSYSTEMS, INC.

Notes to Unaudited Condensed Consolidated Financial Statements – (continued)

(Amounts in thousands, except share and per share amounts)

Under the terms of the Transition Agreement, Sanken will cease to place new orders for the Company’s products and will begin to transition existing orders to the Company. All orders are expected to be transferred by June 30, 2023. Sanken also will continue to provide support to the Company’s customers and logistical support to the Company during the transition period. In addition, in the Transition Agreement, the Company and Sanken agreed to enter into a separate agreement regarding the transfer of inventory to the Company and a one-time payment to Sanken based on Sanken’s analysis of its inventory position as of December 23, 2022. The Transition Agreement had no impact on the Company’s results during the third quarter of fiscal 2023.

The Transition Agreement and termination of the Distribution Agreement are expected to transfer related party distributor sales to third party distributors and direct customers, as well as eliminate the distributor discount historically provided to Sanken.

Transactions involving Polar Semiconductor, LLC (“PSL”)

The Company purchases in-process products from PSL. PSL is a subsidiary of Sanken, 70% owned by Sanken and 30% owned by the Company.

Purchases of various products from PSL totaled $15,995 and $45,145 for the three- and nine-month periods ended December 23, 2022, respectively, and $11,837 and $38,346 for the three- and nine-month periods ended December 24, 2021, respectively. Accounts payable to PSL included in amounts due to a related party totaled $5,659 and $5,222 as of December 23, 2022 and March 25, 2022, respectively.

Effective January 26, 2023, the Company and PSL entered into a new Wafer Foundry Agreement (“WFA”) for the fabrication of wafers. The WFA replaces the previous Wafer Foundry Agreement with PSL, dated April 12, 2013, which was due to expire on March 31, 2023.

The WFA has a three-year term, and auto renews for subsequent one-year terms, unless terminated by either party’s providing two years notice. Pursuant to the WFA, the Company will provide a rolling annual forecast for three years, the first two years of which will be binding. If the Company fails to purchase the forecasted number of wafers for either of the first two years, it will pay a penalty for any shortfall for the given year. The parties also agreed upon production lead-times, as well as wafer, alignment, and mask pricing for the first two years of the term. Any changes to such pricing is subject to mutual agreement.

On December 2, 2021, AML entered into a loan agreement with PSL wherein PSL provided an initial promissory note to AML for a principal amount of $7,500 (the “Initial PSL Loan”). The Initial PSL Loan will be repaid in equal installments, comprising principal and interest accrued at 1.26% per annum, over a term of four years with payments due on the first day of each calendar year quarter (April 1, July 1, October 1, and January 1). In addition, on July 1, 2022, PSL borrowed an additional $7,500 under the same terms of the PSL Loan (the “Secondary PSL Loan” and, together with the Initial PSL Loan, the “PSL Promissory Notes”). The loan funds were used by PSL to procure a deep ultraviolet scanner and other associated manufacturing tools necessary to increase wafer fabrication capacity in support of the Company’s increasing wafer demand. As of December 23, 2022, the outstanding balance of the PSL Promissory Notes was $13,125. During the nine months ended December 23, 2022, PSL made required quarterly payments to AML totaling $2,005, which included $130 of interest income. On January 2, 2023, PSL made a quarterly payment to AML of $1,009, which included $72 of interest income.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes and other information included elsewhere in this Quarterly Report, as well as the audited financial statements and the related notes thereto, and the discussion under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” included in our Annual Report on Form 10-K for the year ended March 25, 2022, filed with the Securities and Exchange Commission (“SEC”) on May 18, 2022, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on August 29, 2022 (as amended, the “2022 Annual Report”).

In addition to historical data, this discussion contains forward-looking statements about our business, results of operations, cash flows, financial condition and prospects based on current expectations that involve risks, uncertainties and assumptions. Our actual results could differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the section titled “Forward-Looking Statements” and in Part I, Item 1A. “Risk Factors” of our 2022 Annual Report and Part II, Item 1A. “Risk Factors” of this Quarterly Report. Additionally, our historical results are not necessarily indicative of the results that may be expected for any period in the future.

We operate on a 52- or 53-week fiscal year ending on the last Friday of March. Each fiscal quarter has 13 weeks, except in a 53-week year, when the fourth fiscal quarter has 14 weeks. All references to the three- and nine-month periods ended December 23, 2022 and December 24, 2021 relate to the 13- and 39-week periods ended December 23, 2022 and December 24, 2021, respectively. All references to “2023,” “fiscal year 2023” or similar references relate to the 53-week period ended March 31, 2023. All references to “2022,” “fiscal year 2022” or similar references relate to the 52-week period ended March 25, 2022.

Overview

Allegro MicroSystems, Inc., together with its consolidated subsidiaries (“Allegro”, “we”, “us” or “our”) is a leading global designer, developer, manufacturer and marketer of sensor integrated circuits (“ICs”) and application-specific analog power ICs enabling important emerging technologies in the automotive and industrial markets. We are a leading supplier of magnetic sensor IC solutions worldwide based on market share, driven by our market leadership in automotive. We focus on providing complete IC solutions to sense, regulate and drive a variety of mechanical systems. This includes sensing the angular or linear position of a shaft or actuator, driving an electric motor or actuator, and regulating the power applied to sensing and driving circuits so they operate safely and efficiently.

We are headquartered in Manchester, New Hampshire and have a global footprint with 17 locations across four continents. Our portfolio includes more than 1,000 products, and we ship over one billion units annually to more than 10,000 customers worldwide. During the three- and nine-month periods ended December 23, 2022, we generated $248.8 million and $704.2 million in total net sales, respectively, with $64.6 million and $125.5 million in net income, respectively. During the three- and nine-month periods ended December 24, 2021, we generated $186.6 million and $568.4 million in total net sales, respectively, with $33.0 million and $93.9 million in net income, respectively.

Recent Initiatives to Improve Results of Operations

We implemented several initiatives during fiscal year 2022 and into fiscal year 2023 that were designed to improve our operating results during those fiscal years and going forward.

We continue to implement initiatives to improve gross margins, which is calculated as gross profit divided by total net sales. Our gross margin improved from 54.2% in the third quarter of 2022 to 57.3% in the third quarter of 2023. This gross margin improvement was a result of our improved product mix of higher average selling prices (“ASPs”) on more value-added products, increased leverage of our distribution channel, and continued efficiency and leverage on higher volumes. Additionally, we will continue to leverage our facility to increase production where demand for our products warrants.

We have been successful in increasing our ASPs through a focus on feature-rich products and selective price increases. Increased ASPs and manufacturing efficiencies have allowed us to continue to improve gross margin in an environment of limited capacity at our suppliers and rising input costs. Limited supply and increased demand for many of our products and applications, as well as supply chain disruptions related to the COVID-19 pandemic and inflation, have contributed to input cost increases on the components needed to manufacture our products. We will continue to consider opportunities for

strategic price increases and process efficiencies to offset input cost increases on the materials and supplies that we use in production.

With our efforts to leverage our fixed cost and operating margin improvements, we have attained efficiencies through cost structure improvements, streamlining of manufacturing and support processes, and further utilization of excess capacity. These manufacturing efficiencies allowed us to leverage higher volumes with increasing demand across most of our applications, while reducing cost of goods sold and increasing the absorption of fixed costs. Although these initiatives have resulted in gross margin and operating income improvements over the previous quarters, we cannot ensure that these trends will continue over the long-term.

In September 2022, we completed the acquisition of Heyday Integrated Circuits (“Heyday”), a privately held company specializing in compact, fully integrated isolated gate drivers that enable energy conversion in high-voltage gallium nitride and silicon carbide wide-bandgap semiconductor designs (the “Heyday Acquisition”). The Heyday Acquisition is expected to complement our existing solutions for energy efficiency, including our market-leading current sensor solutions. Additionally, it is expected to significantly expand Allegro’s addressable market for xEV, solar inverters, data center and 5G power supplies, and broad-market industrial applications.

In September 2022, the Company entered into a transition agreement with Sanken that provides for the termination of the distribution agreement dated as of July 5, 2007, by and between the Company and Sanken (the “Distribution Agreement”) and sets forth the terms governing the collaboration between the parties to transition the marketing and sale of the Company’s products in Japan from Sanken to the Company during the twelve-month transition period beginning on September 29, 2022 (the “Transition Agreement”). The Transition Agreement and termination of the Distribution Agreement are expected to transfer related party distributor sales to third party distributors and direct customers in Japan, as well as eliminate the distributor discount historically provided to Sanken. Additionally, we will invest in expanding our operations in Japan in order to directly manage and service our customers in that market, which is expected to result in increases in our cost of goods sold and operating expenses. The net impacts of the transition from the existing sales model in Japan is expected to provide incremental benefits to our gross margin over the long-term.

Other Key Factors and Trends Affecting our Operating Results

Our financial condition and results of operations have been, and will continue to be, affected by numerous other factors and trends, including the following:

Inflation

Inflation rates in the markets in which we operate have increased and may continue to rise. Inflation over the last several months has led us to experience higher costs, including higher labor costs, wafer and other costs for materials from suppliers, and transportation costs. Our suppliers have raised their prices and may continue to raise prices, and in the competitive markets in which we operate, we may not be able to make corresponding price increases to preserve our gross margins and profitability. If inflation rates continue to rise or remain elevated for a sustained period of time, they could have a material adverse effect on our business, financial condition, results of operations and liquidity. We have generally been able to offset increases in these costs through various productivity and cost reduction initiatives, as well as adjusting our selling prices to pass through some of these higher costs to our customers; however, our ability to raise our selling prices depends on market conditions and competitive dynamics. Given the timing of our actions compared to the timing of these inflationary pressures, there may be periods during which we are unable to fully recover the increases in our costs.

Design Wins with New and Existing Customers

Our end customers continually develop new products in existing and new application areas, and we work closely with our significant OEM customers in most of our target markets to understand their product roadmaps and strategies. For new products, the time from design initiation and manufacturing until we generate sales can be lengthy, typically between two and four years. As a result, our future sales are highly dependent on our continued success at winning design mandates from our customers. Further, despite current inflationary and pricing conditions, we expect the ASPs of our products to decline over time, and we consider design wins to be critical to our future success. We anticipate being increasingly dependent on revenue from newer design wins for our newer products. The selection process is typically lengthy and may require us to incur significant design and development expenditures in pursuit of a design win, with no assurance that our solutions will be selected. As a result, the loss of any key design win or any significant delay in the ramp-up of volume production of the customer’s products into which our product is designed could adversely affect our business. In addition, volume production is contingent upon the successful introduction and market acceptance of our customers’ end products, which may be affected by many factors that are beyond our control.

Customer Demand, Orders and Forecasts

Demand for our products is highly dependent on market conditions in the end markets in which our customers operate, which are generally subject to seasonality, cyclicality and competitive conditions. In addition, a substantial portion of our total net sales is derived from sales to customers that purchase large volumes of our products. These customers generally provide periodic forecasts of their requirements, but these forecasts do not commit such customers to minimum purchases, and customers can revise these forecasts without penalty. In addition, as is customary in the semiconductor industry, customers are generally permitted to cancel orders for our products within a specified period. While historically we have permitted order cancellations for most customers, most of our current customer order backlog is noncancellable, which helps mitigate our exposure to unforeseen order cancellations. However, cancellations of orders could still result in the loss of anticipated sales without allowing us sufficient time to reduce our inventory and operating expenses. In addition, changes in forecasts or the timing of orders from customers exposes us to the risks of inventory shortages or excess inventory. We continue to see demand for our products exceed supply, and we are currently operating in an inflationary environment.

Manufacturing Costs and Product Mix

Gross margin has been, and will continue to be, affected by a variety of factors, including the ASPs of our products, product mix in a given period, material costs, yields, manufacturing costs and efficiencies. We believe the primary driver of gross margin is the ASP negotiated between us and our customers relative to material costs and yields. Our pricing and margins depend on the volumes and the features of the products we produce and sell to our customers. As our products mature and unit volumes increase, despite current price leverage, we expect their ASPs to decline in the long term. We continually monitor and work to reduce the cost of our products and improve the potential value our solutions provide to our customers as we target new design win opportunities and manage the product life cycles of our existing customer designs. We also maintain a close relationship with our suppliers and subcontractors to improve quality, increase yields and lower manufacturing costs. As a result, these declines often coincide with improvements in manufacturing yields and lower wafer, assembly, and testing costs, which offset some or all of the margin reduction that results from declining ASPs. However, we expect our gross margin to fluctuate on a quarterly basis as a result of changes in ASPs due to product mix, new product introductions, transitions into volume manufacturing and manufacturing costs. Gross margin generally decreases if production volumes are lower as a result of decreased demand, which leads to a reduced absorption of our fixed manufacturing costs. Gross margin generally increases when the opposite occurs.

Cyclical Nature of the Semiconductor Industry

The semiconductor industry has historically been highly cyclical and is characterized by increasingly rapid technological change, product obsolescence, competitive pricing pressures, evolving standards, short product life cycles and fluctuations in product supply and demand. New technology may result in sudden changes in system designs or platform changes that may render some of our products obsolete and require us to devote significant research and development resources to compete effectively. Periods of rapid growth and capacity expansion are occasionally followed by significant market corrections in which sales decline, inventories accumulate, and facilities go underutilized. During periods of expansion, our margins generally improve as fixed costs are spread over higher manufacturing volumes and unit sales. In addition, we may build inventory to meet increasing market demand for our products during these times, which serves to absorb fixed costs further and increase our gross margins. During an expansion cycle, we may increase capital spending and hiring to add to our production capacity. During periods of slower growth or industry contractions, our sales, production and productivity suffer, and margins generally decline.

2017 Tax Cuts and Jobs Act

Pursuant to the 2017 Tax Cuts and Jobs Act (the “Jobs Act”), beginning in fiscal year 2023, U.S. tax law now requires us to capitalize and amortize domestic and foreign research and development expenditures over five and fifteen years, respectively (“174 Capitalization”). While it is possible that Congress may defer, modify, or repeal this provision, potentially with retroactive effect, we have no assurance that this provision will be reversed. If no new legislation is passed and made effective retroactively, we estimate the impact of the Jobs Act will increase our annual cash taxes by $23.0 million and produce an increased FDII effective tax rate benefit. The actual impact of 174 Capitalization on cash taxes and the effective tax rate depends on if Congress passes additional legislation, whether such legislation is made retroactively, the amount of the research and development expenditures incurred by the Company during the fiscal year, and upon additional guidance the Internal Revenue Service may issue related to this provision.

Results of Operations

Three-Month Period Ended December 23, 2022 Compared to Three-Month Period Ended December 24, 2021

The following table summarizes our results of operations for the three-month periods ended December 23, 2022 and December 24, 2021.


	Three-Month Period Ended				Change
	December 23, 2022		December 24, 2021		$		%
	(Dollars in thousands)
Total net sales (1)	$	248,789	$	186,629	$	62,160	33.3	%
Cost of goods sold (1)	106,195		85,464		20,731		24.3	%
Gross profit	142,594		101,165		41,429		41.0	%
Operating expenses:
Research and development	39,593		30,297		9,296		30.7	%
Selling, general and administrative	37,373		37,963		(590)		(1.6)	%

Change in fair value of contingent consideration	—		(2,700)		2,700		(100.0)	%
Total operating expenses	76,966		65,560		11,406		17.4	%
Operating income	65,628		35,605		30,023		84.3	%
Other income (expense), net:

Interest expense	(613)		(427)		(186)		43.6	%
Interest income	360		158		202		127.8	%
Foreign currency transaction gain (loss)	407		(3)		410		NM
Income in earnings of equity investment	2,190		287		1,903		663.1	%
Other, net	4,119		3,634		485		13.3	%
Total other income, net	6,463		3,649		2,814		77.1	%
Income before income tax provision	72,091		39,254		32,837		83.7	%
Income tax provision	7,540		6,281		1,259		20.0	%
Net income	64,551		32,973		31,578		95.8	%
Net income attributable to non-controlling interests	32		37		(5)		(13.5)	%
Net income attributable to Allegro MicroSystems, Inc.	$	64,519	$	32,936	$	31,583	95.9	%

NM - Not meaningful

(1)Our total net sales and cost of goods sold for the periods presented above include related party net sales generated through our distribution agreement with Sanken. See our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for additional information regarding our related party net sales for the periods set forth above.

The following table sets forth our results of operations as a percentage of total net sales for the periods presented.


	Three-Month Period Ended
	December 23, 2022		December 24, 2021
Total net sales	100.0	%	100.0	%
Cost of goods sold	42.7	%	45.8	%
Gross profit	57.3	%	54.2	%
Operating expenses:
Research and development	15.9	%	16.2	%
Selling, general and administrative	15.0	%	20.3	%

Change in fair value of contingent consideration	—	%	(1.4)	%
Total operating expenses	30.9	%	35.1	%
Operating income	26.4	%	19.1	%
Other income (expense), net:

Interest expense	(0.2)	%	(0.2)	%
Interest income	0.1	%	0.1	%
Foreign currency transaction gain (loss)	0.2	%	—	%
Income in earnings of equity investment	0.8	%	0.1	%
Other, net	1.6	%	1.9	%
Total other income, net	2.5	%	1.9	%
Income before income tax provision	28.9	%	21.0	%
Income tax provision	3.0	%	3.4	%
Net income	25.9	%	17.6	%
Net income attributable to non-controlling interests	—	%	—	%
Net income attributable to Allegro MicroSystems, Inc.	25.9	%	17.6	%

Total net sales

Total net sales increased by $62.2 million, or 33.3%, to $248.8 million in the three-month period ended December 23, 2022 from $186.6 million in the three-month period ended December 24, 2021. This increase was primarily attributable to higher shipment of our advanced driver assistance systems (“ADAS”), safety, comfort and convenience, electrified vehicle (“xEV”), industrial, and household appliance applications.

Sales Trends by Market

The following table summarizes total net sales by market. The categorization of net sales by market is based on the characteristics of the end product and application into which our product will be designed.


	Three-Month Period Ended				Change
	December 23, 2022		December 24, 2021		Amount		%
	(Dollars in thousands)
Automotive	$	170,107	$	130,797	$	39,310	30.1	%
Industrial	51,014		31,903		19,111		59.9	%
Other	27,668		23,929		3,739		15.6	%
Total net sales	$	248,789	$	186,629	$	62,160	33.3	%

The increase in net sales by market was driven primarily by increases in automotive of $39.3 million, or 30.1%, industrial of $19.1 million, or 59.9%, and other of $3.8 million, or 15.6%.

Automotive net sales increased in the three-month period ended December 23, 2022 compared to the three-month period ended December 24, 2021, primarily due to higher demand for our ADAS, safety, comfort and convenience and xEV applications.

Industrial net sales improved in the three-month period ended December 23, 2022 compared to the three-month period ended December 24, 2021, primarily due to increases in demand mainly for our broad-based and Industry 4.0 applications.

Other net sales increased in the three-month period ended December 23, 2022 compared to the three-month period ended December 24, 2021, primarily due to demand for our Energy Star household appliance applications, including consumer and Smart Home offerings.

Sales Trends by Product

The following table summarizes net sales by product.


	Three-Month Period Ended				Change
	December 23, 2022		December 24, 2021		Amount		%
	(Dollars in thousands)
Magnetic sensors (“MS”) and other	154,276		123,770		30,506		24.6	%
Power integrated circuits (“PIC”)	$	94,513	$	62,859	$	31,654	50.4	%


Total net sales	$	248,789	$	186,629	$	62,160	33.3	%

The increase in net sales by product was driven by increases of $31.7 million, or 50.4%, in PIC product sales and $30.5 million, or 24.6%, in MS and other product sales.

Sales Trends by Geographic Location

The following table summarizes net sales by geographic location based on ship-to location.


	Three-Month Period Ended				Change
	December 23, 2022		December 24, 2021		Amount		%
	(Dollars in thousands)
Americas:
United States	$	33,613	$	26,228	$	7,385	28.2	%
Other Americas	6,473		4,921		1,552		31.5	%
EMEA:
Europe	39,650		29,891		9,759		32.6	%
Asia:
Greater China	64,305		48,696		15,609		32.1	%
Japan	45,117		39,461		5,656		14.3	%
South Korea	25,504		19,935		5,569		27.9	%
Other Asia	34,127		17,497		16,630		95.0	%
Total net sales	$	248,789	$	186,629	$	62,160	33.3	%

Net sales increased across all international locations in the three-month period ended December 23, 2022 compared to the three-month period ended December 24, 2021, primarily due to content and market share gains across all geographies.

Other Asia and South Korea experienced sales growth of $16.6 million and $5.6 million, respectively, primarily due to higher demand for our data center, internal combustion engine (“ICE”), safety, comfort and convenience, ADAS, xEV, consumer appliances and computing offerings. The increase in net sales of $15.6 million, or 32.1%, in Greater China related to higher automotive demand, primarily in our ADAS, safety, comfort and convenience and xEV sectors. The increase in net sales of $9.8 million, or 32.6%, in Europe, predominantly comprised of Germany and France, was primarily driven by increases in Industry 4.0, ADAS, xEV and broad-based industrial demand. The increase in net sales in the United States of $7.4 million, or 28.2%, was primarily driven by increased demand in both the automotive and industrial sectors. Net sales in Japan grew $5.7 million, or 14.3%, which was primarily driven by higher demand in our xEV and Industry 4.0 offerings. Other Americas increased $1.6 million, or 31.5%, primarily due to higher automotive demand, specifically in our ADAS and safety, comfort and convenience applications.

Cost of goods sold and gross profit

Cost of goods sold increased by $20.7 million, or 24.3%, to $106.2 million in the three-month period ended December 23, 2022 from $85.5 million in the three-month period ended December 24, 2021. The increase in cost of goods sold was primarily attributable to higher production volume in support of higher product sales.

Gross profit increased by $41.4 million, or 41.0%, to $142.6 million in the three-month period ended December 23, 2022 from $101.2 million in the three-month period ended December 24, 2021. The increase in gross profit was driven by a $62.2 million increase in net sales across all markets, partially offset by the impacts to cost of goods sold discussed above.

R&D expenses

R&D expenses increased by $9.3 million, or 30.7%, to $39.6 million in the three-month period ended December 23, 2022 from $30.3 million in the three-month period ended December 24, 2021. This increase was primarily due to a combined $5.5 million increase in personnel and outside service costs, higher stock-based compensation expense of $2.2 million, and a $1.4 million increase in general operating expenses.

R&D expenses represented 15.9% of our total net sales for the three-month period ended December 23, 2022, a decrease from 16.2% of our total net sales for the three-month period ended December 24, 2021. This percentage decrease was primarily due to the growth in net sales in the three-month period ended December 23, 2022.

SG&A expenses

SG&A expenses decreased slightly by $0.6 million, or 1.6%, to $37.4 million in the three-month period ended December 23, 2022, from $38.0 million in the three-month period ended December 24, 2021. This decrease was primarily due to lower combined general operating expenses and professional fees of $5.7 million and lower stock-based compensation expense of $1.3 million, partially offset by an increase in combined personnel costs, supplies, maintenance and travel costs of $6.6 million.

SG&A expenses represented 15.0% of our total net sales for the three-month period ended December 23, 2022, a decrease from 20.3% of our total net sales for the three-month period ended December 24, 2021. This percentage decrease was primarily due to the growth in net sales in the three-month period ended December 23, 2022.

Interest expense, net

Interest expense, net was $0.3 million for each of the three-month periods ended December 23, 2022 and December 24, 2021. For the three-month period ended December 23, 2022, higher mandatory interest payments on the Term Loan Facility were partially offset by higher interest income received from a related party and investments, compared to the three-month period ended December 24, 2021.

Foreign currency transaction gain (loss)

We recorded a foreign currency transaction gain of $0.4 million in the three-month period ended December 23, 2022 compared to an insignificant amount of foreign currency transaction loss in the three-month period ended December 24, 2021. The foreign currency transaction gains recorded in the three-month period ended December 23, 2022 were primarily due to the unrealized gains on equity securities denominated in Euros, partially offset by losses from our United Kingdom and Philippines locations.

Income in earnings of equity investment

Income in earnings of equity investment reflected gains of $2.2 million and $0.3 million in the three-month periods ended December 23, 2022 and December 24, 2021, respectively, representing the earnings on our 30% investment in Polar Semiconductor, LLC (“PSL”).

Other, net

Other, net increased by $0.5 million to $4.1 million of miscellaneous gains in the three-month period ended December 23, 2022 from $3.6 million of miscellaneous gains in the three-month period ended December 24, 2021. This increase was largely attributable to unrealized gains on investments recognized during the third quarter of fiscal 2023.

Income tax provision

Income tax provision and the effective income tax rate were $7.5 million and 10.5%, in the three-month period ended December 23, 2022 and $6.3 million and 16.0%, in the three-month period ended December 24, 2021. The effective tax rate

(“ETR”) was primarily impacted by 174 Capitalization, FDII deductions, a reduction in state taxes and an increase in current year non-deductible executive compensation expense. 174 Capitalization increased U.S. taxable income, cash taxes, FDII deductions, and GILTI inclusions. The net tax impact from 174 Capitalization is favorable because the increased FDII deductions of $9.3 million exceed the additional inclusion for GILTI income inclusions of $0.9 million (“Net 174 Benefit”). The Net 174 Benefit, current year FDII deductions, and state tax benefits are offset in the current fiscal year by increased non-deductible executive compensation of $6.7 million, and discrete tax impacts.

Nine-Month Period Ended December 23, 2022 Compared to Nine-Month Period Ended December 24, 2021

The following table summarizes our results of operations for the nine-month periods ended December 23, 2022 and December 24, 2021.


	Nine-Month Period Ended				Change
	December 23, 2022		December 24, 2021		$		%
	(Dollars in thousands)
Total net sales (1)	$	704,208	$	568,381	$	135,827	23.9	%
Cost of goods sold (1)	311,218		270,524		40,694		15.0	%
Gross profit	392,990		297,857		95,133		31.9	%
Operating expenses:
Research and development	109,017		89,441		19,576		21.9	%
Selling, general and administrative	146,470		104,115		42,355		40.7	%

Change in fair value of contingent consideration	(2,700)		(2,100)		(600)		28.6	%
Total operating expenses	252,787		191,456		61,331		32.0	%
Operating income	140,203		106,401		33,802		31.8	%
Other income (expense), net:

Interest expense	(1,581)		(2,081)		500		(24.0)	%
Interest income	1,144		317		827		260.9	%
Foreign currency transaction gain (loss)	2,597		(55)		2,652		NM
Income in earnings of equity investment	297		792		(495)		(62.5)	%
Other, net	765		5,216		(4,451)		(85.3)	%
Total other income, net	3,222		4,189		(967)		(23.1)	%
Income before income tax provision	143,425		110,590		32,835		29.7	%
Income tax provision	17,943		16,687		1,256		7.5	%
Net income	125,482		93,903		31,579		33.6	%
Net income attributable to non-controlling interests	102		112		(10)		(8.9)	%
Net income attributable to Allegro MicroSystems, Inc.	$	125,380	$	93,791	$	31,589	33.7	%

NM - Not meaningful

The following table sets forth our results of operations as a percentage of total net sales for the periods presented.


	Nine-Month Period Ended
	December 23, 2022		December 24, 2021
Total net sales	100.0	%	100.0	%
Cost of goods sold	44.2	%	47.6	%
Gross profit	55.8	%	52.4	%
Operating expenses:
Research and development	15.5	%	15.7	%
Selling, general and administrative	20.8	%	18.3	%

Change in fair value of contingent consideration	(0.4)	%	(0.4)	%
Total operating expenses	35.9	%	33.6	%
Operating income	19.9	%	18.8	%
Other income (expense), net:

Interest expense	(0.2)	%	(0.4)	%
Interest income	0.1	%	0.1	%
Foreign currency transaction gain (loss)	0.4	%	(0.1)	%
Income in earnings of equity investment	—	%	0.1	%
Other, net	0.1	%	1.0	%
Total other income, net	0.4	%	0.7	%
Income before income tax provision	20.3	%	19.5	%
Income tax provision	2.5	%	3.0	%
Net income	17.8	%	16.5	%
Net income attributable to non-controlling interests	—	%	—	%
Net income attributable to Allegro MicroSystems, Inc.	17.8	%	16.5	%

Total net sales

Total net sales increased by $135.8 million, or 23.9%, to $704.2 million in the nine-month period ended December 23, 2022 from $568.4 million in the nine-month period ended December 24, 2021. This increase was primarily attributable to higher shipment of our ADAS, data center, xEV, safety, comfort and convenience, ICE and computing applications.

Sales Trends by Core End Market and Application


	Nine-Month Period Ended				Change
	December 23, 2022		December 24, 2021		Amount		%
	(Dollars in thousands)
Automotive	$	477,154	$	390,351	$	86,803	22.2	%
Industrial	139,330		98,533		40,797		41.4	%
Other	87,724		79,497		8,227		10.3	%
Total net sales	$	704,208	$	568,381	$	135,827	23.9	%

The increase in net sales by market was driven by increases in automotive of $86.8 million, or 22.2%, industrial of $40.8 million, or 41.4%, and other of $8.2 million, or 10.3%.

Automotive net sales increased in the nine-month period ended December 23, 2022 compared to the nine-month period ended December 24, 2021, as we continued to experience higher demand for our ADAS, xEV, safety, comfort and convenience and ICE applications.

Industrial net sales increased in the nine-month period ended December 23, 2022 compared to the nine-month period ended December 24, 2021, primarily due to increases in demand for our data center, personal mobility and grid infrastructure applications.

Other net sales increased in the nine-month period ended December 23, 2022 compared to the nine-month period ended December 24, 2021, primarily due to increases in demand for certain computer products.

Sales Trends by Product

The following table summarizes net sales by product.


	Nine-Month Period Ended				Change
	December 23, 2022		December 24, 2021		Amount		%
	(Dollars in thousands)
MS and other	431,708		373,327		58,381		15.6	%
PIC	$	272,500	$	195,054	$	77,446	39.7	%


Total net sales	$	704,208	$	568,381	$	135,827	23.9	%

The growth in net sales by product was driven by increases of $77.4 million in PIC product sales and $58.4 million in MS and other product sales during the nine-month period ended December 23, 2022 compared to the same period last year.

Sales Trends by Geographic Location

The following table summarizes net sales by geographic location based on ship-to location.


	Nine-Month Period Ended				Change
	December 23, 2022		December 24, 2021		Amount		%
	(Dollars in thousands)
Americas:
United States	$	87,135	$	80,854	$	6,281	7.8	%
Other Americas	20,204		16,697		3,507		21.0	%
EMEA:
Europe	115,693		97,108		18,585		19.1	%
Asia:
Greater China	182,624		142,158		40,466		28.5	%
Japan	131,852		112,079		19,773		17.6	%
South Korea	67,414		61,614		5,800		9.4	%
Other Asia	99,286		57,871		41,415		71.6	%
Total net sales	$	704,208	$	568,381	$	135,827	23.9	%

The increase in net sales across all geographic locations in the nine-month period ended December 23, 2022 compared to the nine-month period ended December 24, 2021 was primarily due to content and market share gains.

Other Asia experienced sales growth of $41.4 million, or 71.6%, primarily due to higher demand for our data center, computing, ICE, ADAS, and safety, comfort and convenience applications. The increase in net sales of $40.5 million, or 28.5%, in Greater China related to higher automotive demand, primarily in our ADAS, safety, comfort and convenience and xEV sectors. Net sales in Japan grew $19.8 million, or 17.6%, which was primarily driven by higher demand in our personal mobility, xEV, ICE, safety, comfort and convenience and data center applications. The increase in net sales of $18.6 million, or 19.1%, in Europe, predominantly comprised of Germany and France, was primarily driven by increases in automotive and industrial demand. The increase in net sales in the United States of $6.3 million, or 7.8%, was primarily driven by higher demand in our ADAS, household appliances and safety, comfort and convenience offerings. Net sales in South Korea grew $5.8 million, or 9.4%, which was primarily due to higher automotive demand, specifically in our safety, comfort and convenience, xEV, and ADAS applications. Other Americas increased $3.5 million, or 21.0%, primarily due to higher automotive demand, specifically in our ADAS and safety, comfort and convenience applications.

Cost of goods sold and gross profit

Cost of goods sold increased by $40.7 million, or 15.0%, to $311.2 million in the nine-month period ended December 23, 2022 from $270.5 million in the nine-month period ended December 24, 2021. The increase in cost of goods sold was primarily attributable to higher production volume in support of higher product sales during the first nine months of fiscal 2023 and, to a lesser extent, higher warranty costs incurred.

Gross profit increased by $95.1 million, or 31.9%, to $393.0 million in the nine-month period ended December 23, 2022 from $297.9 million in the nine-month period ended December 24, 2021. The increase in gross profit was driven by a $135.8 million increase in total net sales to all end markets discussed above, partially offset by the impacts to cost of goods sold discussed above.

R&D expenses

R&D expenses increased by $19.6 million, or 21.9%, to $109.0 million in the nine-month period ended December 23, 2022 from $89.4 million in the nine-month period ended December 24, 2021. This increase was primarily due to a combined $14.6 million increase in employee salaries, contract labor, and inventory and supplies costs, a $3.2 million increase in stock-based compensation expense, and a combined $1.9 million increase in other general operating expenses.

R&D expenses represented 15.5% of our total net sales for the nine-month period ended December 23, 2022, a decrease from 15.7% of our total net sales in the nine-month period ended December 24, 2021. This percentage decrease was primarily due to the growth in net sales in the nine-month period ended December 23, 2022.

SG&A expenses

SG&A expenses increased by $42.4 million, or 40.7%, to $146.5 million in the nine-month period ended December 23, 2022 from $104.1 million in the nine-month period ended December 24, 2021. This increase was primarily due to a $28.3 million increase in stock-based compensation expense, including accelerated expense from the retirement of our former chief executive officer of approximately $26.3 million, and a combined $14.1 million increase in employee salaries, severance and insurance costs, partially offset by $0.8 million in combined general operating expenses.

SG&A expenses represented 20.8% of our total net sales in the nine-month period ended December 23, 2022, an increase from 18.3% of our total net sales in the nine-month period ended December 24, 2021. This percentage increase was primarily due to the impacts noted above, partially offset by growth in net sales in the nine-month period ended December 23, 2022.

Interest expense, net

Interest expense, net was $0.4 million in the nine-month period ended December 23, 2022 compared to $1.8 million in the nine-month period ended December 24, 2021. The decrease in interest expense, net was primarily due to lower mandatory interest payments on the Term Loan Facility coupled with higher interest income received from investments and a related party in the nine-month period ended December 23, 2022.

Foreign currency transaction gain (loss)

Foreign currency transaction gains increased by $2.7 million to $2.6 million in the nine-month period ended December 23, 2022 compared to $0.1 million in foreign currency transaction losses in the nine-month period ended December 24, 2021. The foreign currency transaction gain recorded in the nine-month period ended December 23, 2022 was primarily due to realized and unrealized gains from our United Kingdom location, partially offset by realized and unrealized losses from our Philippines location.

Income in earnings of equity investment

Income in earnings of equity investment reflected gains of $0.3 million and gains of $0.8 million in the nine-month periods ended December 23, 2022 and December 24, 2021, respectively, representing the earnings on our 30% investment in PSL.

Other, net

Other, net decreased by $4.4 million to $0.8 million of miscellaneous gains in the nine-month period ended December 23, 2022 from $5.2 million of miscellaneous gains in the nine-month period ended December 24, 2021. This change was largely attributable to an insignificant amount of unrealized losses on equity securities recognized during the first

nine months of fiscal 2023 compared to $4.5 million in unrealized gains on equity securities recognized during the same period last year.

Income tax provision

Income tax provision and the effective income tax rate were $17.9 million and 12.5% for the nine-month period ended December 23, 2022 and $16.7 million and 15.1% for the nine-month period ended December 24, 2021. The ETR year-over-year was primarily impacted by 174 Capitalization, FDII deductions, a reduction in state taxes and an increase in current year non-deductible executive compensation expense. 174 Capitalization increased U.S. taxable income, cash taxes, FDII deductions, and GILTI inclusions. The net tax impact from 174 Capitalization is favorable because the increased FDII deductions of $9.3 million exceed the additional inclusion for GILTI income inclusions of $0.9 million. The Net 174 Benefit, current year FDII deductions, and state tax benefits are offset in the current fiscal year by increased non-deductible executive compensation of $6.7 million, state tax benefits and discrete tax impacts.

Liquidity and Capital Resources

As of December 23, 2022, we had $334.3 million of cash and cash equivalents and $482.7 million of working capital compared to $282.4 million of cash and cash equivalents and $407.5 million of working capital as of March 25, 2022. Working capital is impacted by the timing and extent of our business needs.

Our primary requirements for liquidity and capital are working capital, capital expenditures, principal and interest payments on our outstanding debt and other general corporate needs. Historically, these cash requirements have been met through cash provided by operating activities and cash and cash equivalents. Our current capital deployment strategy for 2023 is to invest excess cash on hand to support our continued growth initiatives into select markets, planned capital expenditures and strategic arrangements, as well as consider potential acquisitions. As of December 23, 2022, the Company is not party to any off-balance sheet arrangements that have had or are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures, or capital resources. The cash requirements for the upcoming fiscal year relate to our operating leases, operating and capital purchase commitments and expected contributions to our defined benefit and contribution plans. Additionally, we expect to invest in expanding our operations in Japan in order to directly manage and service our customers in that market, which could result in increases in our total net sales, cost of goods sold and operating expenses. For information regarding the Company’s expected cash requirements and timing of payments related to leases and noncancellable purchase commitments, see Note 17, “Commitments and Contingencies” to the Company’s 2022 Annual Report. Additionally, refer to Note 16, “Retirement Plans” to the Company’s 2022 Annual Report for more information related to the Company’s pension and defined contribution plans.

We believe that our existing cash will be sufficient to finance our continued operations, growth strategy, planned capital expenditures and the additional expenses that we expect to incur during the next 12 months. In order to support and achieve our future growth plans, we may need or seek advantageously to obtain additional funding through equity or debt financing. We believe that our current operating structure will facilitate sufficient cash flows from operations to satisfy our expected long-term liquidity requirements beyond the next 12 months. If these resources are not sufficient to satisfy our liquidity requirements due to changes in circumstances, we may be required to seek additional financing. If we raise additional funds by issuing equity securities, our stockholders will experience dilution. Debt financing, if available, may contain covenants that significantly restrict our operations or our ability to obtain additional debt financing in the future. Any additional financing that we raise may contain terms that are not favorable to us or our stockholders. We cannot assure you that we would be able to obtain additional financing on terms favorable to us or our existing stockholders, or at all.

Cash Flows from Operating, Investing and Financing Activities

The following table summarizes our cash flows for the nine-month periods ended December 23, 2022 and December 24, 2021:


	Nine-Month Period Ended
	December 23, 2022		December 24, 2021
	(dollars in thousands)
Net cash provided by operating activities	$	145,658	$	118,558
Net cash used in investing activities	(69,291)		(50,123)
Net cash used in financing activities	(16,694)		(6,209)
Effect of exchange rate changes on cash and cash equivalents	(5,344)		604
Net increase in cash and cash equivalents and restricted cash	$	54,329	$	62,830

Operating Activities

Net cash provided by operating activities was $145.7 million in the nine-month period ended December 23, 2022, resulting primarily from net income of $125.5 million and noncash charges of $59.0 million, including a one-time charge of approximately $26.3 million related to the acceleration of stock-based compensation expense from the retirement of our former chief executive officer, partially offset by a net decrease in cash from an increase in net operating assets of $38.8 million. The net increase in operating assets consisted of a $39.1 million increase in inventories, a $17.8 million increase in prepaid expenses, a $5.9 million increase in trade accounts receivable, net, and a $3.3 million decrease in net amounts due from related parties, partially offset by a $19.6 million increase in trade accounts payable, a $5.7 million increase in accrued expenses and other current and long-term liabilities, and a $2.0 million decrease in other receivables. The increase in inventories was primarily the result of inventory builds to support anticipated sales growth for the remainder of fiscal 2023 and into fiscal 2024. The increase in prepaid expenses and other assets were mostly due to higher long-term deposits and the timing of tax payments, including value-added taxes receivable, insurance and contract costs. The increase in trade accounts receivable, net was primarily due to higher sales volumes and the timing of receipts from customers. The decrease in net amounts due to related parties was primarily due to variations in the timing of such payments in the ordinary course of business. Accounts payable increased primarily due to the timing of payments to suppliers and vendors, partially offset by higher operating purchases, including unpaid capital expenditures of $2.5 million. The increase in accrued expenses and other current and long-term liabilities was primarily the result of higher warranty costs, accrued personnel costs, income taxes, and accrued operating expenses, partially offset by a reduction in the balance due on the acquisition of Voxtel, Inc. (“Voxtel”). The decrease in other receivables was primarily due to the timing of receipts from Sanken.

Net cash provided by operating activities was $118.6 million in the nine months ended December 24, 2021, resulting primarily from our net income of $93.9 million and noncash charges of $50.0 million, partially offset by a net decrease in cash from an increase in net operating assets of $25.4 million. The net increase in net operating assets consisted of a $11.9 million increase in prepaid expenses and other assets, a $9.9 million decrease in accrued expenses and other current and long-term liabilities, a $6.1 million increase in trade accounts receivable, net, and a $2.8 million increase in net amounts due from related parties, partially offset by a $3.3 million decrease in inventories and a $2.0 million increase in trade accounts payable. The increase in prepaid expenses and other assets were primarily due to an increase in prepaid contracts and deposits and the timing of tax payments, including value-added taxes receivable, insurance and contract costs. The decrease in accrued expenses and other current and long-term liabilities was primarily due to the release of deposits related to the sale of our Thailand-based facility (“AMTC Facility”) and reduction of the balance due on the Voxtel acquisition, partially offset by higher accrued personnel costs, particularly for management incentive bonuses, and higher income taxes due. The increase in trade accounts receivable, net was primarily a result of increased sales year-over-year, as well as the timing of receipts from customers. The increase in net amounts due from related parties was primarily due to variations in the timing of such payments in the ordinary course of business. The decrease in inventories was primarily a result of the continued drawdown after building inventory up in prior periods to support anticipated sales growth and recovery from the COVID-19 pandemic. Accounts payable increased primarily due to higher operating purchases, including unpaid capital expenditures of $4.9 million, partially offset by the timing of payments to vendors and suppliers.

Investing Activities

Net cash used in investing activities was $69.3 million in the nine-month period ended December 23, 2022, consisting of purchases of property, plant and equipment of $49.6 million and payments related to the acquisition of Heyday of $19.7 million.

Net cash used in investing activities was $50.1 million in the nine months ended December 24, 2021, consisting of purchases of property, plant and equipment of $55.8 million, payments related to the acquisition of Voxtel of $12.5 million, and purchases of marketable securities of $9.2 million, partially offset by $27.4 million of cash received for the sale of the AMTC Facility.

Financing Activities

Net cash used in financing activities was $16.7 million in the nine-month period ended December 23, 2022, consisting of taxes related to the net settlement of equity awards and additional funds loaned to PSL under our related party loan agreement, partially offset by proceeds received in connection with the issuance of common stock under our employee stock purchase plan and proceeds received related to the quarterly payments from PSL on our related party loan.

Net cash used in financing activities was $6.2 million in the nine months ended December 24, 2021, consisting of funds loaned to PSL of $7.5 million, partially offset by $1.3 million of proceeds received in connection with the issuance of common stock under our employee stock purchase plan.

Debt Obligations

See Note 11, “Debt and Other Borrowings” in the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for information regarding our debt obligations.

Recent Accounting Pronouncements

See Note 2, “Summary of Significant Accounting Policies” in the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for a full description of recent accounting pronouncements, including the respective dates of adoption or expected adoption and effects on our condensed consolidated financial statements contained in Item 1 of this Quarterly Report.

Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and disclosures of contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies” to our consolidated financial statements included in our 2022 Annual Report. There have been no material changes in our critical accounting policies and estimates since March 25, 2022.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes in our exposures to market risk since March 25, 2022. For details on the Company’s interest rate, foreign currency exchange, and inflation risks, see “Part I, Item 7A. “Quantitative and Qualitative Information About Market Risks” in our 2022 Annual Report.

Item 4. Controls and Procedures.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of December 23, 2022. Based on the evaluation of our disclosure controls and procedures as of December 23, 2022, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may be involved in claims, regulatory examinations or investigations and proceedings arising in the ordinary course of our business. The outcome of any such claims or proceedings, regardless of the merits, and the Company’s ultimate liability, if any, is inherently uncertain. We are not currently party to any material legal proceedings, and we are not aware of any pending or threatened legal proceeding against us that we believe could have a material adverse effect on our business, operating results, cash flows or financial condition.

Item 1A. Risk Factors.

There have been no material changes in the risk factors previously disclosed in Item 1A. of our Annual Report, as amended and updated by Part II, Item 1A. of our Quarterly Report on Form 10-Q for the quarter ended June 24, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

See Note 18, “Related Party Transactions” in the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report for a description of the relationship between the Company and PSL.

The foregoing description of the WFA does not purport to be complete and is qualified in its entirety by reference to the complete text of the WFA, a copy of which is filed as Exhibit 10.6 hereto and incorporated herein by reference.

Item 6. Exhibits

(a) Exhibits

Exhibit No.

Description of Exhibit

10.1

Transition Agreement by and among Allegro MicroSystems, Inc. and Sanken Electric Co., Ltd., dated as of September 29, 2022 (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 3, 2022).

10.2

Summary of Allegro MicroSystems, Inc. Non-Employee Director Compensation.*^

10.3

Amended and Restated Severance Agreement, dated as of February 15, 2021, by and between Allegro MicroSystems, LLC, Allegro MicroSystems, Inc. and Suman Narayan.*^

10.4

Amended and Restated Severance Agreement, dated as of September 30, 2020, by and between Allegro MicroSystems, LLC, Allegro MicroSystems, Inc. and Thomas Teebagy, Sr.*^

10.5

Amended and Restated Severance Agreement, dated as of September 30, 2020, by and between Allegro MicroSystems, LLC, Allegro MicroSystems, Inc. and Joanne Valente.*^

10.6

Wafer Foundry Agreement, effective January 26, 2023, by and between Allegro MicroSystems, Inc. and Polar Semiconductor, LLC.^

31.1

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

Inline XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.

101.SCH

Inline XBRL Taxonomy Extension Schema Document.

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 filed herewith).

^ Filed herewith.

*Indicates management contract or compensatory plan, contract or arrangement.

** Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	ALLEGRO MICROSYSTEMS, INC.

Date: February 1, 2023	By:	/s/ Vineet Nargolwala
		Vineet Nargolwala
		President and Chief Executive Officer (principal executive officer)

Date: February 1, 2023	By:	/s/ Derek P. D’Antilio
		Derek P. D’Antilio
		Senior Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)