Allegro Microsystems, Inc.: Form 10-Q for the period ended Dec 27, 2024
Filed with the SEC on Jan 31, 2025 and accepted by EDGAR at Jan 31, 2025, 08:13 ET.
Management's discussion and analysis
As filed, 47,299 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
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 29, 2024, filed with the SEC on May 23, 2024 (the “2024 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 2024 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 27, 2024 and December 29, 2023 relate to the 13- and 39-week periods ended December 27, 2024 and December 29, 2023, respectively. All references to “2025,” “fiscal year 2025” or similar references relate to the 52-week period ending March 28, 2025. All references to “2024,” “fiscal year 2024” or similar references relate to the 52-week period ended March 29, 2024.
Overview
We are a leading global designer, developer, fabless manufacturer and marketer of sensor integrated circuits (“ICs”) and application-specific analog power ICs enabling the most critical technologies in the automotive and industrial and other markets. We are a leading supplier of magnetic sensor IC solutions worldwide, based on market share, driven by our market leadership in the automotive market. Our products are foundational to automotive and industrial electronic systems. Our sensor ICs enable our customers to precisely measure motion, speed, position and current, while our power ICs include high-temperature and high-voltage capable motor drivers, power management ICs, light emitting diode driver ICs and isolated gate drivers. We believe that our technology expertise, combined with our deep applications knowledge and strong customer relationships, enable us to develop solutions that provide more value to customers than typical ICs. Compared to a typical IC, our solutions are more integrated, intelligent and sophisticated for complex applications and easier for customers to use.
We are headquartered in Manchester, New Hampshire and have a global footprint across multiple continents. Our portfolio includes more than 1,000 products, and we ship over 1.5 billion units annually to more than 10,000 customers worldwide. During the three- and nine-month periods ended December 27, 2024, we generated $177.9 million and $532.2 million in total net sales, respectively, with $(6.8) million and $(58.0) million in net loss, respectively. During the three- and nine-month periods ended December 29, 2023, we generated $255.0 million and $808.8 million in total net sales, respectively, with $33.4 million and $160.0 million in net income, respectively.
Business Updates
During the nine-month period ended December 27, 2024, we entered into certain related party transactions with Sanken Electric Co., Ltd (“Sanken”). See Note 14, “Related Party Transactions” to the unaudited condensed consolidated financial statements included in this Quarterly Report for additional information.
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
Although inflation has moderated in recent periods, inflation rates in the markets in which we operate have increased and may continue to rise. Inflation in recent quarters has led us to experience higher costs, including higher labor costs, wafer and other costs for materials from suppliers, and transportation and energy 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. While 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 and releasing new products with improved gross margins, our ability to increase our average 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 original equipment manufacturer 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 conditions, we expect the average sales prices (“ASPs”) of our products to decline over time, and we consider design wins to be critical to our future success as they help mitigate declines in ASPs. 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 several factors 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. However, 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. Cancellations of orders could 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 expose us to the risks of inventory shortages or excess inventory. We are currently operating in an inflationary environment for our products.
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, 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 as it did throughout fiscal year 2025, 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 in consumer and other rapidly changing markets 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 and margins generally decline.
2017 Tax Cuts and Jobs Act
Pursuant to the 2017 Tax Cuts and 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 15 years, for domestic and foreign research, respectively (“174 Capitalization”). The impact of 174 Capitalization for fiscal year 2025 is an increase in annual cash taxes of approximately $2.0 million and a foreign derived intangible income benefit of approximately $4.0 million. Additionally, the Internal Revenue Service has issued Notice 2024-12 and is expected to issue final guidance which may modify this law or change its impact.
Results of Operations
Three-Month Period Ended December 27, 2024 Compared to Three-Month Period Ended December 29, 2023
The following table summarizes our results of operations and our results of operations as a percentage of total net sales for the three-month periods ended December 27, 2024 and December 29, 2023.
(Dollars in thousands)
| Three-Month Period Ended December 27, 2024 | As a % of Net Sales | Three-Month Period Ended December 29, 2023 | As a % of Net Sales | Change $% | ||
|---|---|---|---|---|---|---|
| Total net sales | $177,872 | 100.0% | $254,984 | 100.0% | $(77,112) | (30.2)% |
| Cost of goods sold | 96,657 | 54.3% | 121,156 | 47.5% | (24,499) | (20.2)% |
| Gross profit | 81,215 | 45.7% | 133,828 | 52.5% | (52,613) | (39.3)% |
| Operating expenses: | ||||||
| Research and development | 43,317 | 24.4% | 44,396 | 17.4% | (1,079) | (2.4)% |
| Selling, general and administrative | 37,939 | 21.3% | 52,746 | 20.7% | (14,807) | (28.1)% |
| Total operating expenses | 81,256 | 45.7% | 97,142 | 38.1% | (15,886) | (16.4)% |
| Operating (loss) income | (41) | (0.0)% | 36,686 | 14.4% | (36,727) | (100.1)% |
| Other (expense) income: | ||||||
| Interest expense | (7,762) | (4.4)% | (3,854) | (1.5)% | (3,908) | 101.4% |
| Interest income | 388 | 0.2% | 857 | 0.3% | (469) | (54.7)% |
| Other (expense) income, net | (187) | (0.1)% | 2,682 | 1.1% | (2,869) | (107.0)% |
| (Loss) income before income taxes | (7,602) | (4.3)% | 36,371 | 14.3% | (43,973) | (120.9)% |
| Income tax (benefit) provision | (803) | (0.5)% | 2,969 | 1.2% | (3,772) | (127.0)% |
| Net (loss) income | (6,799) | (3.8)% | 33,402 | 13.1% | (40,201) | (120.4)% |
| Net income attributable to non-controlling interests | 61 | 0.0% | 57 | 0.0% | 4 | 7.0% |
| Net (loss) income attributable to Allegro MicroSystems, Inc. | $(6,860) | (3.9)% | $33,345 | 13.1% | $(40,205) | (120.6)% |
Total net sales
Total net sales decreased in the three-month period ended December 27, 2024 compared to the three-month period ended December 29, 2023. The decrease was primarily driven by an overall reduction in customer-held inventory and resulting in a decline in shipments across all end markets. The decline in shipments impacted nearly all applications, including e-Mobility products, internal combustion engine, safety comfort and convenience applications, and other industrial applications, including clean energy and automation, data center applications, and smart home applications, partially offset by an increase in broad-based industrial 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.
(Dollars in thousands)
| Three-Month Period Ended December 27, 2024 | December 29, 2023 | Change Amount% | ||
|---|---|---|---|---|
| Automotive | $130,066 | $194,764 | $(64,698) | (33.2)% |
| Industrial and other | 47,806 | 60,220 | (12,414) | (20.6)% |
| Total net sales | $177,872 | $254,984 | $(77,112) | (30.2)% |
Automotive net sales decreased in the three-month period ended December 27, 2024 compared to the three-month period ended December 29, 2023, primarily due to inventory rebalancing with our automotive contract manufacturing customers looking to reduce inventory levels, as well as changes in product mix across all general applications.
Industrial and other net sales decreased in the three-month period ended December 27, 2024 compared to the three-month period ended December 29, 2023, primarily due to a decrease in demand for our data center applications, other industrial applications, and sales of smart home applications, partially offset by an increase in broad-based industrial applications.
Sales Trends by Product
The following table summarizes net sales by product.
(Dollars in thousands)
| Three-Month Period Ended December 27, 2024 | December 29, 2023 | Change Amount% | ||
|---|---|---|---|---|
| Magnetic sensors (“MS”) | $113,842 | $153,558 | $(39,716) | (25.9)% |
| Power integrated circuits (“PIC”) | 64,030 | 101,426 | (37,396) | (36.9)% |
| Total net sales | $177,872 | $254,984 | $(77,112) | (30.2)% |
The decrease in MS and other sales was primarily due to a decline in demand for our current and isolator products, as well as our magnetic speed and position sensors, partially offset by an increase of sales for our tunnel magnetoresistance (“TMR”) solutions. The decline in PIC sales was primarily driven by a decrease in demand for our motor products and high performance power products.
Sales Trends by Geographic Location
The following table summarizes net sales by geographic location based on ship-to location.
(Dollars in thousands)
| Americas: | Three-Month Period Ended December 27, 2024 | December 29, 2023 | Change Amount% | |
|---|---|---|---|---|
| United States | $19,229 | $28,481 | $(9,252) | (32.5)% |
| Other Americas | 5,899 | 7,718 | (1,819) | (23.6)% |
| EMEA: | ||||
| Europe | 27,296 | 36,870 | (9,574) | (26.0)% |
| Asia: | ||||
| Greater China | 50,378 | 77,331 | (26,953) | (34.9)% |
| Japan | 36,812 | 42,250 | (5,438) | (12.9)% |
| South Korea | 17,152 | 27,710 | (10,558) | (38.1)% |
| Other Asia | 21,106 | 34,624 | (13,518) | (39.0)% |
| Total net sales | $177,872 | $254,984 | $(77,112) | (30.2)% |
Greater China net sales decreased in the three-month period ended December 27, 2024 compared to the three-month period ended December 29, 2023, primarily driven by reduced net sales of electric vehicles and advanced driver assistance systems applications, offset by an increase in broad-based applications. Americas net sales decreased due to the decline in demand in the United States automotive and industrial and other markets, primarily across all applications. Europe net sales declined in automotive markets, primarily driven by decline in electric vehicles. Other Asia net sales declined in data center applications, offset by an increase in broad-based industrial applications. South Korea net sales declined primarily in safety, comfort and convenience applications.
Cost of goods sold
Cost of goods sold decreased in the three-month period ended December 27, 2024 compared to the three-month period ended December 29, 2023, primarily due to a reduction in shipped volume, as well as a change in product mix, partially offset by an increase in amortization of intangible assets in relation to the acquisition of Crocus Technology International Corp. (“Crocus”).
Cost of goods sold as a percentage of our total net sales was 54.3% and 47.5% for the three-month periods ended December 27, 2024 and December 29, 2023, respectively. The increase was primarily due to the reduction in production volume, as well as a change in product mix noted above.
Gross profit and gross margin
Gross profit decreased in the three-month period ended December 27, 2024 compared to the three-month period ended December 29, 2023, primarily due to the decrease in net sales and a change in product mix noted above.
Gross margin was 45.7% and 52.5% for the three-month periods ended December 27, 2024 and December 29, 2023, respectively. The decrease was primarily due to the decline in net sales and a change in product mix noted above.
Research and development expenses
Research and development (“R&D”) expenses decreased in the three-month period ended December 27, 2024 compared to the comparable period in fiscal year 2024, primarily due to the reduction of R&D personnel costs, including the annual incentive program and a reduction in depreciation.
R&D expenses as a percentage of our total net sales was 24.4% and 17.4% for the three-month periods ended December 27, 2024 and December 29, 2023, respectively. The increase was primarily due to the decline in net sales, partially offset by the reduction from R&D personnel costs, including the annual incentive program.
Selling, general and administrative expenses
Selling, general and administrative (“SG&A”) expenses decreased in the three-month period ended December 27, 2024 compared to the three-month period ended December 29, 2023, primarily due to a decrease in outside service costs, personnel and severance expenses, and the annual incentive program.
SG&A expenses as a percentage of our total net sales was 21.3% and 20.7% in the three-month periods ended December 27, 2024 and December 29, 2023, respectively. The increase as a percentage of total net sales was primarily due to the decline in net sales, partially offset by a decrease in outside service costs, personnel and severance expenses, and the annual incentive program.
Interest expense
Interest expense increased in the three-month period ended December 27, 2024 compared to the three-month period ended December 29, 2023, due to higher interest payments on the Refinanced 2023 Term Loan Facility (as defined in Note 9, “Debt and Other Borrowings” to the unaudited condensed consolidated financial statements included in this Quarterly Report), which increased our total outstanding debt balance.
Interest income
Interest income decreased in the three-month period ended December 27, 2024 compared to the three-month period ended December 29, 2023, primarily due to lower cash and cash equivalent balances.
Other (expense) income, net
The foreign currency loss recorded in the three-month period ended December 27, 2024 was primarily due to realized and unrealized losses from our Philippine location. The foreign currency gain recorded in the three-month period ended December 29, 2023 was primarily due to realized and unrealized gains from our Philippine and France locations.
We recorded a gain of $0.7 million related to our investment in marketable securities and earnings in our money market fund deposits in the three-month period ended December 29, 2023.
Income tax (benefit) provision
Income tax benefit and the effective income tax rate were $(0.8) million and 10.6%, respectively, in the three-month period ended December 27, 2024, compared to income tax provision and effective income tax rate of $3.0 million and 8.2%, respectively, in the three-month period ended December 29, 2023. The increase in the effective tax rate (“ETR”) was mainly due to a decrease in forecasted GAAP income before taxes, less tax deductions for share-based compensation, and an increase in nondeductible expenses primarily related to the share repurchase transaction with Sanken (the “Sanken Transaction”) and PSL financing transaction (the “PSL Transaction” and the closing thereunder, the “PSL Closing”), each of which are described in more detail in Note 14, “Related Party Transactions” to the unaudited condensed consolidated financial statements included in this Quarterly Report.
Nine-Month Period Ended December 27, 2024 Compared to Nine-Month Period Ended December 29, 2023
The following table summarizes our results of operations and our results of operations as a percentage of total net sales for the nine-month periods ended December 27, 2024 and December 29, 2023.
(Dollars in thousands)
| Nine-Month Period Ended December 27, 2024 | As a % of Net Sales | Nine-Month Period Ended December 29, 2023 | As a % of Net Sales | Change $% | ||
|---|---|---|---|---|---|---|
| Total net sales (1) | $532,182 | 100.0% | $808,786 | 100.0% | $(276,604) | (34.2)% |
| Cost of goods sold (1) | 290,534 | 54.6% | 357,505 | 44.2% | (66,971) | (18.7)% |
| Gross profit | 241,648 | 45.4% | 451,281 | 55.8% | (209,633) | (46.5)% |
| Operating expenses: | ||||||
| Research and development | 132,031 | 24.8% | 130,799 | 16.2% | 1,232 | 0.9% |
| Selling, general and administrative | 116,221 | 21.8% | 140,135 | 17.3% | (23,914) | (17.1)% |
| Total operating expenses | 248,252 | 46.6% | 270,934 | 33.5% | (22,682) | (8.4)% |
| Operating (loss) income | (6,604) | (1.2)% | 180,347 | 22.3% | (186,951) | (103.7)% |
| Other (expense) income: | ||||||
| Interest expense | (23,492) | (4.4)% | (5,381) | (0.7)% | (18,111) | 336.6% |
| Interest income | 1,302 | 0.2% | 2,550 | 0.3% | (1,248) | (48.9)% |
| Loss on change in fair value of forward repurchase contract | (34,752) | (6.5)% | — | —% | (34,752) | —% |
| Other (expense) income, net | (3,712) | (0.7)% | 30 | 0.0% | (3,742) | (12,473.3)% |
| (Loss) income before income taxes | (67,258) | (12.6)% | 177,546 | 22.0% | (244,804) | (137.9)% |
| Income tax (benefit) provision | (9,233) | (1.7)% | 17,584 | 2.2% | (26,817) | (152.5)% |
| Net (loss) income | (58,025) | (10.9)% | 159,962 | 19.8% | (217,987) | (136.3)% |
| Net income attributable to non-controlling interests | 185 | 0.0% | 150 | 0.0% | 35 | 23.3% |
| Net (loss) income attributable to Allegro MicroSystems, Inc. | $(58,210) | (10.9)% | $159,812 | 19.8% | $(218,022) | (136.4)% |
(1) Our total net sales and cost of goods sold for the periods presented above include related party sales and cost of goods sold generated with Sanken. See our unaudited condensed consolidated financial statements included in this Quarterly Report for additional information regarding our related party net sales for the periods set forth above.
Total net sales
Total net sales decreased in the nine-month period ended December 27, 2024 compared to the nine-month period ended December 29, 2023. The decrease was primarily driven by an overall reduction in customer-held inventory resulting in a decline in shipments across all end markets. The decline in shipments impacted all applications including e-Mobility products, internal combustion engine, safety comfort and convenience applications, and broad-based and other industrial applications, including clean energy and automation, data center applications and consumer and smart home products.
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.
(Dollars in thousands)
| Nine-Month Period Ended December 27, 2024 | December 29, 2023 | Change Amount% | ||
|---|---|---|---|---|
| Automotive | $403,143 | $577,515 | $(174,372) | (30.2)% |
| Industrial and other | 129,039 | 231,271 | (102,232) | (44.2)% |
| Total net sales | $532,182 | $808,786 | $(276,604) | (34.2)% |
Automotive net sales decreased in the nine-month period ended December 27, 2024 compared to the nine-month period ended December 29, 2023, primarily due to inventory rebalancing with our automotive contract manufacturing customers looking to reduce inventory levels, as well as changes in product mix across all general markets.
Industrial and other net sales decreased in the nine-month period ended December 27, 2024 compared to the nine-month period ended December 29, 2023, primarily due to a decrease in demand for our data center applications and our broad-based and other industrial applications, in addition to distributor inventory reductions.
Sales Trends by Product
The following table summarizes net sales by product.
(Dollars in thousands)
| Nine-Month Period Ended December 27, 2024 | December 29, 2023 | Change Amount% | ||
|---|---|---|---|---|
| MS | $357,651 | $503,635 | $(145,984) | (29.0)% |
| PIC | 174,531 | 305,151 | (130,620) | (42.8)% |
| Total net sales | $532,182 | $808,786 | $(276,604) | (34.2)% |
The decrease in MS and other sales was due to a decline in demand for our current and isolator products, as well as our magnetic speed and position sensors, partially offset by an increase in sales of our TMR solutions. The decline in PIC sales was primarily driven by a decrease in demand for our motor products and high performance power products.
Sales Trends by Geographic Location
The following table summarizes net sales by geographic location based on ship-to location.
(Dollars in thousands)
| Americas: | Nine-Month Period Ended December 27, 2024 | December 29, 2023 | Change Amount% | |
|---|---|---|---|---|
| United States | $69,235 | $125,029 | $(55,794) | (44.6)% |
| Other Americas | 17,549 | 25,765 | (8,216) | (31.9)% |
| EMEA: | ||||
| Europe | 81,482 | 139,209 | (57,727) | (41.5)% |
| Asia: | ||||
| Greater China | 131,233 | 209,010 | (77,777) | (37.2)% |
| Japan | 115,171 | 131,105 | (15,934) | (12.2)% |
| South Korea | 57,096 | 86,277 | (29,181) | (33.8)% |
| Other Asia | 60,416 | 92,391 | (31,975) | (34.6)% |
| Total net sales | $532,182 | $808,786 | $(276,604) | (34.2)% |
In Greater China, net sales decreased in the nine-month period ended December 27, 2024 compared to the nine-month period ended December 29, 2023, primarily due to the decline in automotive markets and industrial markets, offset by broad-based industrial applications, which are served through distributors currently managing inventory levels. Americas net sales decreased primarily due to the decline in the United States automotive and industrial markets across primarily all applications. In addition, Europe net sales declined in automotive and industrial, where demand in broad-based and other industrial applications has declined along with electric vehicles. South Korea net sales declined in the automotive applications, primarily safety, comfort and convenience applications, along with other declines in all auto applications. Other Asia net sales declined across industrial markets and auto markets in general, while Japan net sales declined in internal combustion engines, safety, comfort and convenience applications, advanced driver assistance systems and data center applications, partially offset by an increase in broad-based applications.
Cost of goods sold
Cost of goods sold decreased in the nine-month period ended December 27, 2024 compared to the nine-month period ended December 29, 2023, primarily due to a reduction in shipped volume as well as a change in product mix, partially offset by an increase in amortization of intangible assets in relation to the acquisition of Crocus.
Cost of goods sold as a percentage of our total net sales was 54.6% and 44.2% for the nine-month periods ended December 27, 2024 and December 29, 2023, respectively. The increase was primarily due to the reduction in production volume, as well as a change in product mix noted above.
Gross profit and gross margin
Gross profit decreased in the nine-month period ended December 27, 2024 compared to the nine-month period ended December 29, 2023, due to the decrease in net sales and a change in product mix noted above.
Gross margin was 45.4% and 55.8% for the nine-month periods ended December 27, 2024 and December 29, 2023, respectively. The decrease was primarily due to the decline in net sales and a change in product mix noted above.
Research and development expenses
R&D expenses increased in the nine-month period ended December 27, 2024 compared to the comparable period in fiscal year 2024, primarily due to an increase in R&D supplies, partially offset by a reduction from personnel costs, depreciation and R&D tax credits.
R&D expenses as a percentage of our total net sales was 24.8% and 16.2% for the nine-month periods ended December 27, 2024 and December 29, 2023, respectively. The increase was primarily due to the increase in R&D supplies in addition to the decline in net sales, partially offset by a reduction from personnel costs, depreciation and R&D tax credits noted above.
Selling, general and administrative expenses
SG&A expenses decreased in the nine-month period ended December 27, 2024 compared to the nine-month period ended December 29, 2023, primarily due to a decrease in the annual incentive program and outside service costs, partially offset by an increase in personnel and severance expenses.
SG&A expenses as a percentage of our total net sales was 21.8% and 17.3% in the nine-month periods ended December 27, 2024 and December 29, 2023, respectively. The increase as a percentage of total net sales was primarily due to the decline in net sales, partially offset by a decrease in outside service costs, personnel and severance expenses, and the annual incentive program.
Interest expense
Interest expense increased in the nine-month period ended December 27, 2024 compared to the nine-month period ended December 29, 2023, due to higher interest payments on the Refinanced 2023 Term Loan Facility, which increased our total outstanding debt balance.
Interest income
Interest income decreased in the nine-month period ended December 27, 2024 compared to the nine-month period ended December 29, 2023, primarily due to lower cash and cash equivalent balances.
Loss on change in fair value of forward repurchase contract
We recorded a loss on the change in fair value of a forward repurchase contract in the nine-month period ended December 27, 2024, primarily due to the various settlement dates under the Share Repurchase Agreement with Sanken as part of the Sanken Transaction.
Other (expense) income, net
The foreign currency loss recorded in the nine-month period ended December 27, 2024 was primarily due to realized and unrealized losses from our Philippine location. The foreign currency loss recorded in the nine-month period ended December 29, 2023 was related to our Philippines and United Kingdom locations, offset by gains in our France location.
We also recorded a net loss of $2.8 million as a result of the PSL Closing in the nine-month period ended December 27, 2024 related to the difference between the selling price per share and its carrying amount per share and after a gain from the conversion of PSL promissory notes that we held, partially offset by $1.2 million of gains related to earnings in our money market fund deposits. We recorded unrealized losses of $11.2 million related to our investment in marketable securities, partially offset by $11.3 million of gains related to sales of our investment in marketable securities and earnings in our money market fund deposits in the nine-month period ended December 29, 2023.
Income tax (benefit) provision
Income tax benefit and the effective income tax rate were $(9.2) million and 13.7%, respectively, in the nine-month period ended December 27, 2024, compared to income tax provision and effective income tax rate of $17.6 million and 9.9%, respectively, in the nine-month period ended December 29, 2023. The increase in the ETR was mainly due to a decrease in forecasted GAAP income before taxes, less tax deductions for share-based compensation, and an increase in nondeductible expenses primarily related to the Sanken Transaction and PSL Transaction.
Liquidity and Capital Resources
As of December 27, 2024, we had $138.5 million of cash and cash equivalents and $394.7 million of working capital, compared to $212.1 million of cash and cash equivalents and $454.3 million of working capital as of March 29, 2024. Working capital is impacted by the timing and extent of our business needs.
On August 6, 2024, we entered into Amendment No. 2 (the “Second Amendment”) to the revolving credit facility credit agreement dated June 21, 2023 (as amended, the “2023 Revolving Credit Agreement” and the credit facility thereunder, as amended, the “2023 Revolving Credit Facility”) among the Company, Allegro MicroSystems, LLC, Morgan Stanley Senior Funding, Inc., as the administrative agent and the collateral agent, and each lender from time to time party there to. The Second Amendment increased the total capacity of the 2023 Revolving Credit Facility to $256 million and provided for a new $400 million tranche of term loans maturing in 2030 (the “Refinanced 2023 Term Loan Facility”), the proceeds of which were used, in relevant part to (i) repurchase a portion of our common stock, (ii) refinance our $250 million term loan maturing in 2030 (the “2023 Term Loan Facility”), (iii) pay fees and expenses in connection with the foregoing and (iv) for general corporate purposes. The Refinanced 2023 Term Loan Facility amortizes at a rate of 1.00% per annum. The Refinanced 2023 Term Loan Facility bears interest, at our option, at a rate equal to (i) Term SOFR in effect from time to time plus 2.25% or (ii) the highest of (x) the Federal funds rate, as published by the Federal Reserve Bank of New York, plus 0.50%, (y) the prime lending rate or (z) the one-month Term SOFR plus 1.00% in effect from time to time plus 1.25%. The Refinanced 2023 Term Loan Facility will mature on October 31, 2030.
Our primary requirements for liquidity and capital resources besides our growth initiatives 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 fiscal year 2025 is to utilize cash on hand and capacity under our 2023 Revolving Credit Facility to support our continued growth initiatives into select markets and planned capital expenditures, as well as consider potential acquisitions. As of December 27, 2024, the Company was 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 continue to strategically invest in expanding our operations in China, Japan and India in order to directly manage and service our customers in these markets, 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, noncancellable purchase commitments and pension and defined contribution plans, see Note 12, “Leases,” Note 16, “Commitments and Contingencies” and Note 15, “Retirement Plans” to the audited consolidated financial statements in the Company’s 2024 Annual Report.
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 advantageously seek 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 borrow under our 2023 Revolving Credit Facility or seek additional financing. If we raise additional funds by issuing equity securities that are not used to repurchase existing shares outstanding, 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 27, 2024 and December 29, 2023:
(dollars in thousands)
| Nine-Month Period Ended December 27, 2024 | December 29, 2023 | |
|---|---|---|
| Net cash provided by operating activities | $41,560 | $168,951 |
| Net cash used in investing activities | (34,245) | (502,444) |
| Net cash (used in) provided by financing activities | (79,209) | 198,148 |
| Effect of exchange rate changes on cash and cash equivalents and restricted cash | (1,305) | 375 |
| Net decrease in cash and cash equivalents and restricted cash | $(73,199) | $(134,970) |
Operating Activities
Net cash provided by operating activities was $41.6 million in the nine-month period ended December 27, 2024, resulting primarily from a net loss of $58.0 million and noncash charges of $120.0 million, further adjusted by a net decrease in cash from an increase in net operating assets and liabilities of $20.4 million. Noncash charges primarily included increases of $48.6 million for depreciation and amortization, $34.8 million for loss on change in fair value of forward repurchase contract, $32.3 million of stock-based compensation, $7.5 million for provisions for inventory and expected credit losses and $6.6 million of other non-cash reconciling items, partially offset by $11.5 million of deferred income taxes. The net increase in operating assets and liabilities consisted of a $38.1 million increase in inventories, a $21.3 million decrease in accrued expenses and other current and long-term liabilities, partially offset by $34.4 million decrease in trade accounts receivable, net, a $5.5 million increase in trade accounts payable and a $0.6 million increase in net amounts due to related party. The decrease in trade accounts receivable, net was primarily a result of decreased sales year-over-year. Trade accounts payable increased primarily due to the timing of payments to suppliers and vendors, including unpaid capital expenditures of $1.7 million. The increase in net amounts due to related parties was primarily due to variations in the timing of such payments in the ordinary course of business. The increase in inventories was primarily the result of inventory builds of standard products to support anticipated sales growth. The increase in prepaid expenses and other assets was mostly due to higher long-term deposits and the timing of tax payments. The decrease in accrued expenses and other current and long-term liabilities was primarily the result of a reduction in accrued personnel costs due to the timing of payments pursuant to our annual incentive compensation plan.
Net cash provided by operating activities was $169.0 million in the nine-month period ended December 29, 2023, resulting primarily from net income of $160.0 million and noncash charges of $67.9 million, partially offset by a net decrease in cash from an increase in net operating assets and liabilities of $58.9 million. The net increase in operating assets and liabilities consisted of a $19.9 million increase in inventories, a $20.5 million decrease in accrued expenses and other current and long-term liabilities, a $13.1 million increase in prepaid expenses and other assets, a $2.6 million increase in trade accounts receivable, net, and a $9.6 million decrease in trade accounts payable, partially offset by a $6.8 million increase in net amounts due from related parties. The increase in inventories was primarily the result of inventory builds to support anticipated sales growth for the remainder of fiscal year 2024. The decrease in accrued expenses and other current and long-term liabilities was primarily the result of a reduction in accrued personnel costs due to timing of payments pursuant to our annual incentive compensation plan. The increase in prepaid expenses and other assets was mostly due to higher long-term deposits and the timing of tax payments. The increase in trade accounts receivable, net, was primarily a result of increased sales year-over-year, as well as timing of receipts. Trade accounts payable decreased primarily due to the timing of payments to suppliers and vendors, including unpaid capital expenditures of $2.2 million. The increase in net amounts due to related parties was primarily due to variations in the timing of such payments in the ordinary course of business.
Investing Activities
Net cash used in investing activities was $34.2 million in the nine-month period ended December 27, 2024, primarily consisting of purchases of property, plant and equipment.
Net cash used in investing activities was $502.4 million in the nine-month period ended December 29, 2023, consisting of payments related to the acquisition of Crocus of $408.1 million and purchases of property, plant and equipment of $110.5 million, partially offset by proceeds from the sale of marketable securities of $16.2 million.
Financing Activities
Net cash used in financing activities was $79.2 million in the nine-month period ended December 27, 2024, consisting of $853.9 million of repurchases of our common stock, $75.0 million of payment on our 2023 Term Loan Facility and $12.8 million of taxes related to the net settlement of equity awards, partially offset by the issuance of common stock of $665.9 million, net proceeds of $193.5 million from the Refinanced 2023 Term Loan Facility, proceeds received in connection with the issuance of common stock under our employee stock purchase plan and proceeds received related to the quarterly payment from PSL on our related party loan.
Net cash provided by financing activities was $198.1 million in the nine-month period ended December 29, 2023, consisting of $245.5 million of borrowing of senior secured debt, proceeds received in connection with the issuance of common stock under our employee stock purchase plan and proceeds received related to the quarterly payment from PSL on our related party loan, partially offset by taxes related to the net settlement of equity awards, and payments of debt issuance costs in connection with the 2023 Revolving Credit Facility and 2023 Term Loan Facility.
Debt Obligations
See Note 9, “Debt and Other Borrowings” to the unaudited condensed consolidated financial statements included in this Quarterly Report for information regarding our debt obligations.
Recent Accounting Pronouncements
See Note 2, “Summary of Significant Accounting Policies” to the unaudited condensed consolidated financial statements included 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 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 2024 Annual Report. There have been no material changes in our critical accounting policies and estimates since March 29, 2024.
Market risk
As filed, 301 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
There have not been any material changes in our exposures to market risk since March 29, 2024. For details on the Company’s interest rate, foreign currency exchange rate, and inflation risks, see Part I, Item 7A. “Quantitative and Qualitative Information About Market Risks” in our 2024 Annual Report.
Controls and procedures
As filed, 1,671 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
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 Securities Exchange Act of 1934, as amended (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 27, 2024. Based on the evaluation of our disclosure controls and procedures as of December 27, 2024, 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.
Risk factors
As filed, 224 characters, with its headings, lists and tables. Extracted from the main document; charts and exhibits are in the original on sec.gov.
Various risk factors associated with our business are included in our Annual Report, as filed with the SEC on May 23, 2024. There have been no material changes to those risk factors previously disclosed in our Annual Report.
Figures reported in this filing
Standardized line items from the XBRL in this filing, for the period ended 2024-12-27. Comparative periods it repeats are left out.
| Line item | Period | Value | XBRL concept |
|---|---|---|---|
| Revenue | 3 months2024-09-28 to 2024-12-27 | $177.9m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months2024-03-30 to 2024-12-27 | $532.2m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months2024-09-28 to 2024-12-27 | $96.7m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 9 months2024-03-30 to 2024-12-27 | $290.5m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months2024-09-28 to 2024-12-27 | $81.2m | us-gaap:GrossProfit |
| Gross profit | 9 months2024-03-30 to 2024-12-27 | $241.6m | us-gaap:GrossProfit |
| Research and development | 3 months2024-09-28 to 2024-12-27 | $43.3m | us-gaap:ResearchAndDevelopmentExpense |
| Research and development | 9 months2024-03-30 to 2024-12-27 | $132.0m | us-gaap:ResearchAndDevelopmentExpense |
| Selling, general and administrative | 3 months2024-09-28 to 2024-12-27 | $37.9m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 9 months2024-03-30 to 2024-12-27 | $116.2m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months2024-09-28 to 2024-12-27 | −$41.0k | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months2024-03-30 to 2024-12-27 | −$6.6m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months2024-09-28 to 2024-12-27 | $7.8m | us-gaap:InterestExpense |
| Interest expense | 9 months2024-03-30 to 2024-12-27 | $23.5m | us-gaap:InterestExpense |
| Income tax | 3 months2024-09-28 to 2024-12-27 | −$803.0k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months2024-03-30 to 2024-12-27 | −$9.2m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months2024-09-28 to 2024-12-27 | −$6.9m | us-gaap:NetIncomeLoss |
| Net income | 9 months2024-03-30 to 2024-12-27 | −$58.2m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months2024-09-28 to 2024-12-27 | −$0.04 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months2024-03-30 to 2024-12-27 | −$0.31 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months2024-09-28 to 2024-12-27 | −$0.04 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months2024-03-30 to 2024-12-27 | −$0.31 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months2024-09-28 to 2024-12-27 | 184,011,189 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months2024-03-30 to 2024-12-27 | 188,886,583 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months2024-03-30 to 2024-12-27 | $41.6m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months2024-03-30 to 2024-12-27 | $34.6m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Share repurchases | 9 months2024-03-30 to 2024-12-27 | $853.9m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | At period end2024-12-27 | $138.5m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | At period end2024-12-27 | $495.6m | us-gaap:AssetsCurrent |
| Total assets | At period end2024-12-27 | $1.44bn | us-gaap:Assets |
| Current liabilities | At period end2024-12-27 | $100.9m | us-gaap:LiabilitiesCurrent |
| Total liabilities | At period end2024-12-27 | $507.3m | us-gaap:Liabilities |
| Long-term debt | At period end2024-12-27 | $374.7m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | At period end2024-12-27 | $1.4m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | At period end2024-12-27 | $933.0m | us-gaap:StockholdersEquity |
Source: SEC EDGAR, the filing index for accession 0000950170-25-011434. Last ingested by Listed: Nov 5, 2026, 13:21 ET. Listed shows no prices and gives no investment advice.