ALGM Allegro MicroSystems Inc

Allegro MicroSystems, Inc. (“Allegro” or the “Company”) (Nasdaq: ALGM), a global leader in power and sensing semiconductor solutions for motion control and energy efficient systems, today announced financial results for its second quarter ended September 27, 2024.

“We delivered results in-line with our commitments. Second quarter sales were $187 million, with sequential growth in both Automotive and Industrial and Other end markets. Non-GAAP EPS was $0.08, at the high end of our outlook,” said Vineet Nargolwala, President and CEO of Allegro. “We are encouraged by the continued demand for our differentiated solutions and the progress made by our customers and partners to rebalance their inventories. We continue to invest for growth to extend our market leadership. The accelerating pace of our new product introductions, as evidenced by our latest product releases, sets the stage for significant growth momentum in the near future.”

Second Quarter Financial Highlights:

In thousands, except per share data		Three-Month Period Ended												Six-Month Period Ended
		September 27, 2024				June 28, 2024				September 29, 2023				September 27, 2024				September 29, 2023
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
Net Sales
Automotive		$	141,893			$	131,184			$	197,321			$	273,077			$	382,751
Industrial and other			45,498				35,735				78,188				81,233				171,051
Total net sales		$	187,391			$	166,919			$	275,509			$	354,310			$	553,802
GAAP Financial Measures
Gross margin %			45.7	%			44.8	%			57.9	%			45.3	%			57.3	%
Operating margin %			2.2	%			(6.4	)%			26.5	%			(1.9	)%			25.9	%
Diluted EPS		$	(0.18	)		$	(0.09	)		$	0.34			$	(0.27	)		$	0.65
Non-GAAP Financial Measures
Gross margin %			48.8	%			48.8	%			58.3	%			48.8	%			58.1	%
Operating margin %			11.7	%			6.0	%			31.3	%			9.0	%			31.0	%
Diluted EPS		$	0.08			$	0.03			$	0.40			$	0.11			$	0.79

Business Outlook

For the third quarter of fiscal year 2025 ending December 27, 2024, the Company expects net sales to be in the range of $170 million to $180 million. This outlook comprehends continued progress toward vehicle electrification and ongoing inventory rebalancing as reflected in the latest third-party estimates, as well as typical December quarter seasonality. The Company also estimates the following results on a non-GAAP basis:

• Gross Margin is expected to be between 49% and 51%,

• The Company made a voluntary $25 million payment on its term loan facility on October 31, 2024 and now expects Interest Expense to be approximately $6 million, and

• Diluted Earnings per Share are expected to be between $0.04 and $0.08.

Allegro has not provided a reconciliation of its third fiscal quarter outlook for non-GAAP Gross Margin, non-GAAP Interest Expense, and non-GAAP Diluted Earnings per Share because estimates of all of the reconciling items cannot be provided without unreasonable efforts. It is difficult to reasonably provide a forward-looking estimate between such forward-looking non-GAAP measures and the comparable forward-looking U.S. generally accepted accounting principles (“GAAP”) measures. Certain factors that are materially significant to Allegro’s ability to estimate these items are out of its control and/or cannot be reasonably predicted.

Earnings Webcast

A webcast will be held on Thursday, October 31, 2024 at 8:30 a.m., Eastern Time. Vineet Nargolwala, President and Chief Executive Officer, and Derek P. D’Antilio, Executive Vice President and Chief Financial Officer, will discuss Allegro’s business and financial results.

The webcast will be available on the Investor Relations section of the Company’s website at investors.allegromicro.com. A recording of the webcast will be posted in the same location shortly after the call concludes and will be available for at least 90 days.

About Allegro MicroSystems

Allegro MicroSystems is a leading global designer, developer, fabless manufacturer and marketer of sensor integrated circuits (“ICs”) and application-specific analog power ICs enabling emerging technologies in the automotive and industrial markets. Allegro’s diverse product portfolio provides efficient and reliable solutions for the electrification of vehicles, automotive ADAS safety features, automation for Industry 4.0 and power saving technologies for data centers and clean energy applications.

Forward-Looking Statements

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

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

Forward-looking statements are based on our management’s current expectations, beliefs and assumptions and on information currently available to us. Such beliefs and assumptions may or may not prove to be correct. Additionally, such forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, those identified in Part II, Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended March 29, 2024, as any such factors may be updated from time to time in our Quarterly Reports on Form 10-Q and our other filings with the Securities and Exchange Commission (the "SEC"). These risks and uncertainties include, but are not limited to: downturns or volatility in general economic conditions; our ability to compete effectively, expand our market share and increase our net sales and profitability; our reliance on a limited number of third-party semiconductor wafer fabrication facilities and suppliers of other materials; any failure to adjust purchase commitments and inventory management based on changing market conditions or customer demand; shifts in our product mix, customer mix or channel mix, which could negatively impact our gross margin; the cyclical nature of the semiconductor industry, including the analog segment in which we compete; any downturn or disruption in the automotive market or industry; our ability to successfully integrate the acquisition of other companies or technologies and products into our business; our ability to compensate for decreases in average selling prices of our products and increases in input costs; our ability to manage any sustained yield problems or other delays at our third-party wafer fabrication facilities or in the final assembly and test of our products; our ability to accurately predict our quarterly net sales and operating results and meet the expectations of investors; our dependence on manufacturing operations in the Philippines; our reliance on distributors to generate sales; events beyond our control impacting us, our key suppliers or our manufacturing partners; our ability to develop new product features or new products in a timely and cost-effective manner; our ability to manage growth; any slowdown in the growth of our end markets; the loss of one or more significant customers; our ability to meet customers’ quality requirements; uncertainties related to the design win process and our ability to recover design and development expenses and to generate timely or sufficient net sales or margins; changes in government trade policies, including the imposition of export restrictions and tariffs; our exposures to warranty claims, product liability claims and product recalls; our dependence on international customers and operations; the availability of rebates, tax credits and other financial incentives on end-user demands for certain products; risks, liabilities, costs and obligations related to governmental regulations and other legal obligations, including export/trade control, privacy, data protection, information security, cybersecurity, consumer protection, environmental and occupational health and safety, antitrust, anti-corruption and anti-bribery, product safety, environmental protection, employment matters and tax; the volatility of currency exchange rates; our ability to raise capital to support our growth strategy; our indebtedness may limit our flexibility to operate our business; our ability to effectively manage our growth and to retain key and highly skilled personnel; our ability to protect our proprietary technology and inventions through patents or trade secrets; our ability to commercialize our products without infringing third-party intellectual property rights; disruptions or breaches of our information technology systems or confidential information or those of our third-party service providers; our principal stockholders has substantial control over us; anti-takeover provisions in our organizational documents and under the General Corporation Law of the State of Delaware; any failure to design, implement or maintain effective internal control over financial reporting; changes in tax rates or the adoption of new tax legislation; the negative impacts of sustained inflation on our business; the physical, transition and litigation risks presented by climate change; and other events beyond our control. Moreover, we operate in an evolving environment. New risk factors and uncertainties may emerge from time to time, and it is not possible for management to predict all risk factors and uncertainties.

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

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

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

ALLEGRO MICROSYSTEMS, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(in thousands, except share and per share amounts)(Unaudited)
		Three-Month Period Ended								Six-Month Period Ended
		September 27, 2024				September 29, 2023				September 27, 2024				September 29, 2023
Net sales		$	187,391			$	275,509			$	354,310			$	553,802
Cost of goods sold			101,729				116,006				193,877				236,349
Gross profit			85,662				159,503				160,433				317,453
Operating expenses:
Research and development			43,510				43,428				88,714				86,403
Selling, general and administrative			38,085				43,160				78,282				87,389
Total operating expenses			81,595				86,588				166,996				173,792
Operating income (loss)			4,067				72,915				(6,563	)			143,661
Interest and other (expense) income			(12,398	)			156				(18,341	)			(2,486	)
Loss on change in fair value of forward repurchase contract			(34,752	)			—				(34,752	)			—
(Loss) income before income taxes			(43,083	)			73,071				(59,656	)			141,175
Income tax (benefit) provision			(9,470	)			7,400				(8,430	)			14,615
Net (loss) income			(33,613	)			65,671				(51,226	)			126,560
Net income attributable to non-controlling interests			62				54				124				93
Net (loss) income attributable to Allegro MicroSystems, Inc.		$	(33,675	)		$	65,617			$	(51,350	)		$	126,467
Net (loss) income per common share attributable to Allegro MicroSystems, Inc.:
Basic		$	(0.18	)		$	0.34			$	(0.27	)		$	0.66
Diluted		$	(0.18	)		$	0.34			$	(0.27	)		$	0.65
Weighted average shares outstanding:
Basic			189,182,850				192,431,094				191,324,281				192,214,210
Diluted			189,182,850				195,100,855				191,324,281				195,055,495

Supplemental Schedule of Total Net Sales

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

		Three-Month Period Ended								Change								Six-Month Period Ended								Change
		September 27, 2024				September 29, 2023				Amount				%				September 27, 2024				September 29, 2023				Amount				%
		(Dollars in thousands)																(Dollars in thousands)
Automotive		$	141,893			$	197,321			$	(55,428	)			(28	)%		$	273,077			$	382,751			$	(109,674	)			(29	)%
Industrial and other			45,498				78,188				(32,690	)			(42	)%			81,233				171,051				(89,818	)			(53	)%
Total net sales		$	187,391			$	275,509			$	(88,118	)			(32	)%		$	354,310			$	553,802			$	(199,492	)			(36	)%

ALLEGRO MICROSYSTEMS, INC.CONDENSED CONSOLIDATED BALANCE SHEETS(in thousands)
		September 27,2024				March 29,2024
		(Unaudited)
Assets
Current assets:
Cash and cash equivalents		$	188,751			$	212,143
Restricted cash			10,287				10,018
Trade accounts receivable, net			76,985				118,508
Inventories			176,648				162,302
Prepaid income taxes			38,636				31,908
Prepaid expenses and other current assets			32,253				33,584
Current portion of related party notes receivable			—				3,750
Total current assets			523,560				572,213
Property, plant and equipment, net			325,051				321,175
Deferred income tax assets			61,839				54,496
Goodwill			203,151				202,425
Intangible assets, net			266,753				276,854
Related party notes receivable, less current portion			—				4,688
Equity investment in related party			30,186				26,727
Other assets			81,577				72,025
Total assets		$	1,492,117			$	1,530,603
Liabilities, Non-Controlling Interests and Stockholders’ Equity
Current liabilities:
Trade accounts payable		$	50,245			$	35,964
Amounts due to related party			5,546				1,626
Accrued expenses and other current liabilities			62,742				76,389
Current portion of long-term debt			5,475				3,929
Total current liabilities			124,008				117,908
Long-term debt			396,056				249,611
Other long-term liabilities			33,345				31,368
Total liabilities			553,409				398,887
Commitments and contingencies
Stockholders’ Equity:
Preferred stock			—				—
Common stock			1,840				1,932
Additional paid-in capital			993,988				694,332
(Accumulated deficit) retained earnings			(31,931	)			463,012
Accumulated other comprehensive loss			(26,583	)			(28,841	)
Equity attributable to Allegro MicroSystems, Inc.			937,314				1,130,435
Non-controlling interests			1,394				1,281
Total stockholders’ equity			938,708				1,131,716
Total liabilities, non-controlling interests and stockholders’ equity		$	1,492,117			$	1,530,603

ALLEGRO MICROSYSTEMS, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands)(Unaudited)
		Three-Month Period Ended								Six-Month Period Ended
		September 27, 2024				September 29, 2023				September 27, 2024				September 29, 2023
Cash flows from operating activities:
Net (loss) income		$	(33,613	)		$	65,671			$	(51,226	)		$	126,560
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization			15,997				15,080				32,455				29,353
Amortization of deferred financing costs			306				73				1,087				107
Deferred income taxes			(2,796	)			(9,772	)			(7,795	)			(18,134	)
Stock-based compensation			11,545				10,877				21,663				21,919
Loss on change in fair value of forward repurchase contract			34,752				—				34,752				—
Provisions for inventory and expected credit losses			2,111				4,239				4,488				9,422
Change in fair value of marketable securities			—				(72	)			—				3,579
Other non-cash reconciling items			6,563				43				6,577				43
Changes in operating assets and liabilities:
Trade accounts receivable			(13,717	)			2,676				41,417				(7,645	)
Inventories			(2,845	)			(3,274	)			(18,831	)			(31,221	)
Prepaid expenses and other assets			(14,093	)			(6,253	)			(15,808	)			(16,453	)
Trade accounts payable			13,470				(15,736	)			13,670				2,695
Due to and from related parties			695				(3,990	)			4,132				6,112
Accrued expenses and other current and long-term liabilities			(2,828	)			(12,832	)			(16,838	)			(29,944	)
Net cash provided by operating activities			15,547				46,730				49,743				96,393
Cash flows from investing activities:
Purchases of property, plant and equipment			(9,972	)			(31,191	)			(20,949	)			(76,101	)
Sales of marketable securities			—				6,204				—				16,175
Net cash used in investing activities			(9,972	)			(24,987	)			(20,949	)			(59,926	)
Cash flows from financing activities:
Loan made to affiliate			—				(4,000	)			—				(4,000	)
Net proceeds from Refinanced 2023 Term Loan Facility			193,483				—				193,483				—
Payment of borrowings under 2023 Term Loan Facility			—				—				(50,000	)			—
Finance lease payments			(240	)			—				(385	)			—
Receipts on related party notes receivable			937				937				1,875				1,875
Payments for taxes related to net share settlement of equity awards			(1,126	)			(1,669	)			(12,297	)			(14,091	)
Proceeds from issuance of common stock under employee stock purchase plan			1,987				—				1,987				1,899
Repurchases of common stock			(853,805	)			—				(853,805	)			—
Net proceeds from issuance of common stock			665,850				—				665,850				—
Payment of debt issuance costs			—				—				—				(1,450	)
Net cash provided by (used in) financing activities			7,086				(4,732	)			(53,292	)			(15,767	)
Effect of exchange rate changes on cash and cash equivalents and restricted cash			2,200				(901	)			1,375				(974	)
Net increase (decrease) in cash and cash equivalents and restricted cash			14,861				16,110				(23,123	)			19,726
Cash and cash equivalents and restricted cash at beginning of period			184,177				362,321				222,161				358,705
Cash and cash equivalents and restricted cash at end of period:		$	199,038			$	378,431			$	199,038			$	378,431

Non-GAAP Financial Measures

In addition to the measures presented in our condensed consolidated financial statements, we regularly review other measures, defined as non-GAAP Financial Measures by the SEC, to evaluate our business, measure our performance, identify trends, prepare financial forecasts and make strategic decisions. The key measures we consider are non-GAAP Gross Profit, non-GAAP Gross Margin, non-GAAP Operating Expenses, non-GAAP Operating Income, non-GAAP Operating Margin, EBITDA, Adjusted EBITDA, Adjusted EBITDA margin, non-GAAP Profit before Tax, non-GAAP Income Tax Provision, non-GAAP Effective Tax Rate, non-GAAP Net Income Attributable to Allegro MicroSystems, Inc, non-GAAP Basic and Diluted Earnings per Share, non-GAAP Free Cash Flow, and non-GAAP Free Cash Flow as percentage of net sales (collectively, the “Non-GAAP Financial Measures”). These Non-GAAP Financial Measures provide supplemental information regarding our operating performance on a non-GAAP basis that excludes certain gains, losses and charges of a non-cash nature or that occur relatively infrequently and/or that management considers to be unrelated to our core operations, and in the case of non-GAAP Income Tax Provision, management believes that this non-GAAP measure of income taxes provides it with the ability to evaluate the non-GAAP Income Tax Provision across different reporting periods on a consistent basis, independent of special items and discrete items, which may vary in size and frequency. These Non-GAAP Financial Measures are used by both management and our board of directors, together with the comparable GAAP information, in evaluating our current performance and planning our future business activities.

The Non-GAAP Financial Measures are supplemental measures of our performance that are neither required by, nor presented in accordance with, GAAP. These Non-GAAP Financial Measures should not be considered as substitutes for GAAP Financial Measures, such as gross profit, gross margin, net income or any other performance measures derived in accordance with GAAP. Also, in the future we may incur expenses or charges, such as those being adjusted in the calculation of these Non-GAAP Financial Measures. Our presentation of these Non-GAAP Financial Measures should not be construed as an inference that future results will be unaffected by unusual or nonrecurring items. These Non-GAAP Financial Measures exclude costs related to acquisition and related integration expenses, amortization of acquired intangible assets, stock-based compensation, restructuring actions, related party activities and other non-operational costs.

Non-GAAP Income Tax Provision

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

• Tax effect of adjustments to GAAP results—Represents the estimated income tax effect of the adjustments to non-GAAP Profit before Tax described below and elimination of discrete tax adjustments.

Reconciliation of Non-GAAP Gross Profit and Non-GAAP Gross Margin
		Three-Month Period Ended												Six-Month Period Ended
		September 27, 2024				June 28, 2024				September 29, 2023				September 27, 2024				September 29, 2023
		(Dollars in thousands)												(Dollars in thousands)
GAAP Gross Profit		$	85,662			$	74,771			$	159,503			$	160,433			$	317,453
GAAP Gross Margin (% of net sales)			45.7	%			44.8	%			57.9	%			45.3	%			57.3	%
Non-GAAP adjustments
Transaction-related costs			10				(1	)			—				9				—
Purchased intangible amortization			4,875				4,875				273				9,750				675
Restructuring costs			16				1,200				—				1,216				—
Stock-based compensation			817				561				946				1,378				3,552
Total Non-GAAP Adjustments		$	5,718			$	6,635			$	1,219			$	12,353			$	4,227
Non-GAAP Gross Profit		$	91,380			$	81,406			$	160,722			$	172,786			$	321,680
Non-GAAP Gross Margin (% of net sales)			48.8	%			48.8	%			58.3	%			48.8	%			58.1	%

Reconciliation of Non-GAAP Operating Expenses
		Three-Month Period Ended												Six-Month Period Ended
		September 27, 2024				June 28, 2024				September 29, 2023				September 27, 2024				September 29, 2023
		(Dollars in thousands)												(Dollars in thousands)
GAAP Operating Expenses		$	81,595			$	85,401			$	86,588			$	166,996			$	173,792
Research and Development Expenses
GAAP Research and Development Expenses			43,510				45,204				43,428				88,714				86,403
Non-GAAP adjustments
Transaction-related costs			206				1,029				2				1,235				9
Restructuring costs			260				169				—				429				—
Stock-based compensation			3,523				3,735				3,602				7,258				6,470
Other costs(1)			3				—				—				3				—
Non-GAAP Research and Development Expenses			39,518				40,271				39,824				79,789				79,924
Selling, General and Administrative Expenses
GAAP Selling, General and Administrative Expenses			38,085				40,197				43,160				78,282				87,389
Non-GAAP adjustments
Transaction-related costs			275				814				1,804				1,089				4,876
Purchased intangible amortization			535				535				357				1,070				715
Restructuring costs			2,046				1,045				—				3,091				—
Stock-based compensation			7,205				5,822				6,329				13,027				11,897
Other costs(1)			(1,820	)			811				100				(1,009	)			100
Non-GAAP Selling, General and Administrative Expenses			29,844				31,170				34,570				61,014				69,801
Total Non-GAAP Adjustments			12,233				13,960				12,194				26,193				24,067
Non-GAAP Operating Expenses		$	69,362			$	71,441			$	74,394			$	140,803			$	149,725
(1) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consist of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions.

Reconciliation of Non-GAAP Operating Income and Non-GAAP Operating Margin
		Three-Month Period Ended												Six-Month Period Ended
		September 27, 2024				June 28, 2024				September 29, 2023				September 27, 2024				September 29, 2023
		(Dollars in thousands)												(Dollars in thousands)
GAAP Operating Income (Loss)		$	4,067			$	(10,630	)		$	72,915			$	(6,563	)		$	143,661
GAAP Operating Margin (% of net sales)			2.2	%			(6.4	)%			26.5	%			(1.9	)%			25.9	%
Transaction-related costs			491				1,842				1,806				2,333				4,885
Purchased intangible amortization			5,410				5,410				630				10,820				1,390
Restructuring costs			2,322				2,414				—				4,736				—
Stock-based compensation			11,545				10,118				10,877				21,663				21,919
Other costs(1)			(1,817	)			811				100				(1,006	)			100
Total Non-GAAP Adjustments		$	17,951			$	20,595			$	13,413			$	38,546			$	28,294
Non-GAAP Operating Income		$	22,018			$	9,965			$	86,328			$	31,983			$	171,955
Non-GAAP Operating Margin (% of net sales)			11.7	%			6.0	%			31.3	%			9.0	%			31.0	%
(1) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure such as project evaluation costs, which consist of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions.

Reconciliation of EBITDA and Adjusted EBITDA
		Three-Month Period Ended												Six-Month Period Ended
		September 27, 2024				June 28, 2024				September 29, 2023				September 27, 2024				September 29, 2023
		(Dollars in thousands)												(Dollars in thousands)
GAAP Net (Loss) Income		$	(33,613	)		$	(17,613	)		$	65,671			$	(51,226	)		$	126,560
GAAP Net (Loss) Income Margin (% of net sales)			(17.9	)%			(10.6	)%			23.8	%			(14.5	)%			22.9	%
Interest expense			10,353				5,377				758				15,730				1,527
Interest income			(420	)			(494	)			(850	)			(914	)			(1,693	)
Income tax (benefit) provision			(9,470	)			1,040				7,400				(8,430	)			14,615
Depreciation & amortization			15,997				16,458				15,145				32,455				29,418
EBITDA		$	(17,153	)		$	4,768			$	88,124			$	(12,385	)		$	170,427
Transaction-related costs			3,295				1,842				1,806				5,137				4,885
Restructuring costs			2,067				2,414				—				4,481				—
Stock-based compensation			11,545				10,118				10,877				21,663				21,919
Loss on change in fair value of forward repurchase contract			34,752				—				—				34,752				—
Other costs(1)			(2,195	)			2,807				1,301				612				5,890
Adjusted EBITDA		$	32,311			$	21,949			$	102,108			$	54,260			$	203,121
Adjusted EBITDA Margin (% of net sales)			17.2	%			13.1	%			37.1	%			15.3	%			36.7	%
(1) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure such as project evaluation costs, which consist of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions and income (loss) in earnings of equity investments.

Reconciliation of Non-GAAP Profit before Tax
		Three-Month Period Ended												Six-Month Period Ended
		September 27, 2024				June 28, 2024				September 29, 2023				September 27, 2024				September 29, 2023
		(Dollars in thousands)												(Dollars in thousands)
GAAP (Loss) Income before Income Taxes		$	(43,083	)		$	(16,573	)		$	73,071			$	(59,656	)		$	141,175
Transaction-related costs			3,295				1,842				1,806				5,137				4,885
Transaction-related interest			141				709				—				850				—
Purchased intangible amortization			5,410				5,410				630				10,820				1,390
Restructuring costs			2,067				2,414				—				4,481				—
Stock-based compensation			11,545				10,118				10,877				21,663				21,919
Loss on change in fair value of forward repurchase contract			34,752				—				—				34,752				—
Other costs(1)			1,428				2,807				1,301				4,235				5,890
Total Non-GAAP Adjustments		$	58,638			$	23,300			$	14,614			$	81,938			$	34,084
Non-GAAP Profit before Tax		$	15,555			$	6,727			$	87,685			$	22,282			$	175,259
(1) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure such as project evaluation costs, which consist of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions and income (loss) in earnings of equity investments.

Reconciliation of Non-GAAP Income Tax Provision and Non-GAAP Effective Tax Rate
		Three-Month Period Ended												Six-Month Period Ended
		September 27, 2024				June 28, 2024				September 29, 2023				September 27, 2024				September 29, 2023
		(Dollars in thousands)												(Dollars in thousands)
GAAP Income Tax (Benefit) Provision		$	(9,470	)		$	1,040			$	7,400			$	(8,430	)		$	14,615
GAAP effective tax rate			22.0	%			(6.3	)%			10.1	%			14.1	%			10.4	%
Tax effect of adjustments to GAAP results			10,071				(395	)			2,554				9,676				6,380
Non-GAAP Income Tax Provision		$	601			$	645			$	9,954			$	1,246			$	20,995
Non-GAAP effective tax rate			3.9	%			9.6	%			11.4	%			5.6	%			12.0	%

Reconciliation of Non-GAAP Net Income Attributable to Allegro MicroSystems, Inc. and Non-GAAP Earnings per Share
		Three-Month Period Ended												Six-Month Period Ended
		September 27, 2024				June 28, 2024				September 29, 2023				September 27, 2024				September 29, 2023
		(Dollars in thousands)												(Dollars in thousands)
GAAP Net (Loss) Income Attributable to Allegro MicroSystems, Inc.(1)		$	(33,675	)		$	(17,675	)		$	65,617			$	(51,350	)		$	126,467
GAAP Basic weighted average common shares			189,182,850				193,465,708				192,431,094				191,324,281				192,214,210
GAAP Diluted weighted average common shares			189,182,850				193,465,708				195,100,855				191,324,281				195,055,495
GAAP Basic (Loss) Earnings per Share		$	(0.18	)		$	(0.09	)		$	0.34			$	(0.27	)		$	0.66
GAAP Diluted (Loss) Earnings per Share		$	(0.18	)		$	(0.09	)		$	0.34			$	(0.27	)		$	0.65
Transaction-related costs			3,295				1,842				1,806				5,137				4,885
Transaction-related interest			141				709				—				850				—
Purchased intangible amortization			5,410				5,410				630				10,820				1,390
Restructuring costs			2,067				2,414				—				4,481				—
Stock-based compensation			11,545				10,118				10,877				21,663				21,919
Loss on change in fair value of forward repurchase contract			34,752				—				—				34,752				—
Other costs(2)			1,428				2,807				1,301				4,235				5,890
Total Non-GAAP Adjustments			58,638				23,300				14,614				81,938				34,084
Tax effect of adjustments to GAAP results(3)			(10,071	)			395				(2,554	)			(9,676	)			(6,380	)
Non-GAAP Net Income Attributable to Allegro MicroSystems, Inc.		$	14,892			$	6,020			$	77,677			$	20,912			$	154,171
Basic weighted average common shares			189,182,850				193,465,708				192,431,094				191,324,281				192,214,210
Diluted weighted average common shares			189,710,595				194,705,716				195,100,855				192,154,185				195,055,495
Non-GAAP Basic Earnings per Share		$	0.08			$	0.03			$	0.40			$	0.11			$	0.80
Non-GAAP Diluted Earnings per Share		$	0.08			$	0.03			$	0.40			$	0.11			$	0.79
(1) GAAP Net (Loss) Income Attributable to Allegro MicroSystems, Inc. represents GAAP Net (Loss) Income adjusted for Net Income Attributable to non-controlling interests.
(2) Included in non-GAAP other costs are non-recurring charges that are individually immaterial for separate disclosure, such as project evaluation costs, which consists of costs and estimated costs incurred in connection with debt and equity financings or other non-recurring transactions, income (loss) in earnings of equity investments, and unrealized losses (gains) on investments.
(3) To calculate the tax effect of adjustments to GAAP results, the Company considers each Non-GAAP adjustment by tax jurisdiction and reverses all discrete items to calculate an annual Non-GAAP effective tax rate (“NG ETR”). This NG ETR is then applied to Non-GAAP Profit Before Tax to arrive at the tax effect of adjustments to GAAP results.

Reconciliation of Non-GAAP Free Cash Flow and Non-GAAP Free Cash Flow as Percentage of Net Sales
		Three-Month Period Ended												Six-Month Period Ended
		September 27, 2024				June 28, 2024				September 29, 2023				September 27, 2024				September 29, 2023
		(Dollars in thousands)												(Dollars in thousands)
GAAP Operating Cash Flow		$	15,547			$	34,196			$	46,730			$	49,743			$	96,393
GAAP Operating Cash Flow (% of net sales)			8.3	%			20.5	%			17.0	%			14.0	%			17.4	%
Non-GAAP adjustments
Purchases of property, plant and equipment			(9,972	)			(10,977	)			(31,191	)			(20,949	)			(76,101	)
Non-GAAP Free Cash Flow		$	5,575			$	23,219			$	15,539			$	28,794			$	20,292
Non-GAAP Free Cash Flow (% of net sales)			3.0	%			13.9	%			5.6	%			8.1	%			3.7	%

Investor Contact:Jalene HooverVP of Investor Relations & Corporate Communications+1 (512) 751-6526jhoover@allegromicro.com