GlobeNewswire Inc | Oct 28, 2021 08:00AM EDT

October 28, 2021

MANCHESTER, N.H., Oct. 28, 2021 (GLOBE NEWSWIRE) -- 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 of fiscal year 2022 that ended September24, 2021. The Companys net sales increased 3% sequentially and 42% over the same period of the prior year to a new quarterly record of $193.6million. The Companys successful execution of its strategic manufacturing and product portfolio transformation supported strong gross margins and significant earnings per share growth.

Quarter Highlights:

-- Total net sales of $193.6million exceeded expectations due to strength in industrial and other end markets. -- Automotive net sales of $126.0million were up 41% year-over-year. -- Record Industrial net sales of $36.3million were up 68% year-over-year. -- The Company continues to see record backlog and low inventory across the supply chain. -- GAAP gross margin of 53.0% and non-GAAP gross margin of 53.8% contributed to record high profitability. -- GAAP operating income for the quarter increased to $38.6million, or 19.9% of net sales. Non-GAAP operating income increased to $46.6million, or 24.1% of net sales, rising 11% sequentially. -- Earnings per share exceeded expectations, with GAAP diluted EPS increasing to $0.17 in Q2 and non-GAAP diluted EPS increasing by 11% sequentially to $0.20.

Our strong Q2 performance highlights two key differentiators in the Allegro business model - our diversification into high growth markets and our structural transformation to achieve improved gross margins, said Ravi Vig, President and CEO of Allegro MicroSystems. We are pleased with the progress in both our top line and our gross margin expansion. Despite temporary COVID-related supply chain disruptions affecting fiscal Q3, supply recovery is already underway giving us confidence in a return to growth in Q4 and confidence in revenue growth of about 28% in fiscal 2022. Based on strong end market positioning, business fundamentals, and design win momentum, we believe we are well positioned to deliver low to mid-teens revenue growth and strong gross margins for fiscal 2023.

Business Summary and Outlook

Automotive represented 65% of revenue and declined 6% sequentially. Revenue was up 41% year-over year, led by the Companys strategic focus areas of ADAS and xEV which continue to steadily increase as a percent of automotive revenue.

Industrial end markets represented 19% of revenue and increased 20% sequentially and 68% year over year, reaching a new quarterly high. Revenue increased sequentially across all of the Companys industrial end markets, including green energy and data center, showcasing the diverse nature of the business.

For the third quarter ending December 24, 2021, the Company expects total net sales to be in the range of $180 million to $185 million. The anticipated sequential decline reflects the impact of COVID-related shutdowns of third-party factories in Malaysia that occurred recently. These factories are back online and, given continued strong demand and record levels of backlog, the Company expects a return to sequential growth in the fourth quarter. Based on accelerating design win momentum, the Company now has confidence in revenue growth in the low to mid-teens for fiscal 2023. Non-GAAP gross margin for the third quarter is expected to remain about flat to the new higher levels, and non-GAAP earnings per diluted share for the same period are expected to be in the range of $0.18.

Allegro has not provided a reconciliation of its third fiscal quarter outlook for non-GAAP gross margin and non-GAAP earnings per diluted 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 GAAP measures. Certain factors that are materially significant to Allegros 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 28, 2021 at 8:30 a.m. Eastern time. Ravi Vig, President and Chief Executive Officer and Paul Walsh, Chief Financial Officer, will discuss Allegros financial results.

The webcast will be available on the Investor Relations section of the Companys 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 30 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. Allegros 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 green energy applications.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the expected benefits resulting from our acquisition of Voxtel and our expected financial performance for our third fiscal quarter ending December 24, 2021. In some cases, you can identify forward-looking statements by terms such as anticipate, believe, could, expect, should, plan, intend, estimate, target, mission, may, will, would, should, could, target, potential, project, predict, contemplate, potential, or the negative thereof and similar words and expressions.

Forward-looking statements are based on managements current expectations, beliefs and assumptions and on information currently available to us. Such 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 important factors, including, but not limited to: downturns or volatility in general economic conditions, including as a result 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 ability to compensate for decreases in average selling prices of our products; the cyclical nature of the analog semiconductor industry; shifts in our product mix or customer mix, which could negatively impact our gross margin; 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; any disruptions at our primary third-party wafer fabrication facilities; 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 ability to adjust our supply chain volume to account for changing market conditions and customer demand; our reliance on a limited number of third-party wafer fabrication facilities and suppliers of other materials; our dependence on manufacturing operations in the Philippines; our reliance on distributors to generate sales; our indebtedness may limit our flexibility to operate our business; the loss of one or more significant end customers; our ability to develop new product features or new products in a timely and cost-effective manner; 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 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; 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; our dependence on international customers and operations; the availability of rebates, tax credits and other financial incentives on end-user demands for certain products; the volatility of currency exchange rates; risks related to acquisitions of and investments in new businesses, products or technologies, joint ventures and other strategic transactions; our ability to raise capital to support our growth strategy; our ability to effectively manage our growth and to retain key and highly skilled personnel; changes in tax rates or the adoption of new tax legislation; risks related to litigation, including securities class action litigation; and our ability to accurately estimate market opportunity and growth forecasts; and other important factors discussed under the caption Risk Factors in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on May 19, 2021, as any such factors may be updated from time to time in our other filings with the SEC, which are accessible on the SECs website at www.sec.govand the Investors Relations page of our website at investors.allegromicro.com.

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 contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

ALLEGRO MICROSYSTEMS, INC.CONSOLIDATED STATEMENT OF OPERATIONS(in thousands, except share and per share amounts)(Unaudited)

Three-Month Period Ended Six-Month Period Ended September 24, September September 24, September 2021 25, 2021 25, 2020 2020Net sales $ 156,445 $ 114,138 $ 309,134 $ 205,519 Net sales to 37,165 22,511 72,618 46,131 related partyTotal net sales 193,610 136,649 381,752 251,650 Cost of goods sold 91,078 74,879 185,060 134,179 Gross profit 102,532 61,770 196,692 117,471 Operating expenses: Research and 29,590 25,130 59,144 49,510 developmentSelling, general 34,088 24,238 66,152 51,027 and administrativeChange in fairvalue of contingent 300 ? 600 ? considerationTotal operating 63,978 49,368 125,896 100,537 expensesOperating income 38,554 12,402 70,796 16,934 Other (expense) income:Interest (expense) (1,150 ) 350 (1,495 ) 663 income, netForeign currencytransaction gain 202 (1,318 ) (52 ) (1,186 )(loss)Income in earningsof equity 226 246 505 458 investmentOther, net 1,534 20 1,582 213 Income beforeincome tax 39,366 11,700 71,336 17,082 provisionIncome tax 6,143 2,082 10,406 2,610 provisionNet income 33,223 9,618 60,930 14,472 Net incomeattributable to 37 34 75 68 non-controllinginterestsNet incomeattributable to $ 33,186 $ 9,584 $ 60,855 $ 14,404 AllegroMicroSystems, Inc.Net incomeattributable toAllegro MicroSystems, Inc.per share:Basic $ 0.17 $ 0.96 $ 0.32 $ 1.44 Diluted $ 0.17 $ 0.96 $ 0.32 $ 1.44 Weighted average shares outstanding:Basic 189,673,788 10,000,000 189,629,535 10,000,000 Diluted 191,676,422 10,000,000 191,416,250 10,000,000

Supplemental Schedule of Total Net Sales

The following table summarizes total net sales by market within the Companys unaudited consolidated statements of operations:

Three-Month Period Ended Change Six-Month Period Ended Change September September September September 24, 25, Amount % 24, 25, Amount % 2021 2020 2021 2020 (Dollars in thousands)Automotive $ 126,031 $ 89,479 $ 36,552 40.8 % $ 259,554 $ 165,857 $ 93,697 56.5 %Industrial 36,321 21,650 14,671 67.8 % 66,630 42,056 24,574 58.4 %Other 31,258 25,520 5,738 22.5 % 55,568 43,737 11,831 27.1 %Total net $ 193,610 $ 136,649 $ 56,961 41.7 % $ 381,752 $ 251,650 $ 130,102 51.7 %sales

Supplemental Schedule of Stock-Based Compensation

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

Three-Month Period Six-Month Period Ended Ended September September September September(In thousands) 24, 25, 24, 25, 2021 2020 2021 2020Cost of sales $ 722 $ 53 $ 1,250 $ 150 Research and development 1,043 32 1,795 53 Selling, general and 4,431 495 7,982 822 administrativeTotal stock-based $ 6,196 $ 580 $ 11,027 $ 1,025 compensation

Supplemental Schedule of Acquisition Related Intangible Amortization Costs

The Company recorded intangible amortization expense related to its acquisition of Voxtel in the following expense categories of its unaudited consolidated statements of operations:

Three-Month Period Ended Six-Month Period Ended September September September September(In thousands) 24, 25, 24, 25, 2021 2020 2021 2020Cost of sales $ 273 $ 105 546 105 Selling, general and 16 9 45 9 administrativeTotal intangible $ 289 $ 114 $ 591 $ 114 amortization

ALLEGRO MICROSYSTEMS, INC.CONSOLIDATED BALANCE SHEETS(in thousands, except share and per share amounts)

September24, March 26, 2021 2021 (Unaudited)Assets Current assets: Cash and cash equivalents $ 248,579 $ 197,214 Restricted cash 7,105 6,661 Trade accounts receivable, net of provision forexpected credit losses of $176 at September24, 73,971 69,500 2021 and allowance for doubtful accounts of $138 atMarch26, 2021Trade and other accounts receivable due from 23,853 23,832 related partyAccounts receivable - other 1,295 1,516 Inventories 78,042 87,498 Prepaid expenses and other current assets 13,069 18,374 Assets held for sale ? 25,969 Total current assets 445,914 430,564 Property, plant and equipment, net 198,069 192,393 Operating lease right-of-use assets 17,054 ? Deferred income tax assets 20,134 26,972 Goodwill 20,093 20,106 Intangible assets, net 36,131 36,366 Equity investment in related party 27,169 26,664 Other assets, net 38,687 14,613 Total assets $ 803,251 $ 747,678 Liabilities, Non-Controlling Interest and Stockholders' EquityCurrent liabilities: Trade accounts payable $ 29,158 $ 35,389 Amounts due to related party 3,686 2,353 Accrued expenses and other current liabilities 52,049 78,932 Current portion of operating lease liabilities 3,523 ? Total current liabilities 88,416 116,674 Obligations due under Senior Secured Credit 25,000 25,000 FacilitiesOperating lease liabilities, less current portion 13,793 ? Other long-term liabilities 19,489 19,133 Total liabilities 146,698 160,807 Commitments and contingencies Stockholders' Equity: Preferred Stock, $0.01 par value; 20,000,000 sharesauthorized, no shares issued or outstanding at ? ? September24, 2021 and March26, 2021Common stock, $0.01 par value; 1,000,000,000 sharesauthorized, 189,702,550 shares issued andoutstanding at September24, 2021; 1,000,000,000 1,897 1,896 shares authorized, 189,588,161 issued andoutstanding at March26, 2021Additional paid-in capital 604,488 592,170 Retained earnings 64,406 3,551 Accumulated other comprehensive loss (15,368 ) (11,865 )Equity attributable to Allegro MicroSystems, Inc. 655,423 585,752 Non-controlling interests 1,130 1,119 Total stockholders' equity 656,553 586,871 Total liabilities, non-controlling interest and $ 803,251 $ 747,678 stockholders' equity

ALLEGRO MICROSYSTEMS, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(in thousands)(Unaudited)

Six-Month Period Ended September September 24, 25, 2021 2020CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 60,930 $ 14,472 Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization 24,511 24,026 Amortization of deferred financing costs 25 ? Deferred income taxes (2,246 ) 1,307 Stock-based compensation 11,027 1,025 (Gain) loss on disposal of assets (330 ) 293 Loss on contingent consideration change in fair value 600 ? Provisions for inventory and bad debt 2,869 209 Changes in operating assets and liabilities: Trade accounts receivable (2,299 ) 6,196 Accounts receivable - other 181 (1,292 )Inventories 4,415 (8,772 )Prepaid expenses and other assets (6,761 ) (16,725 )Trade accounts payable (6,188 ) 2,793 Due to/from related parties 1,312 10,731 Accrued expenses and other current and long-term (17,192 ) (5,623 )liabilitiesNet cash provided by operating activities 69,876 28,640 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment (33,821 ) (18,091 )Acquisition of business, net of cash acquired (12,549 ) (8,500 )Proceeds from sales of property, plant and equipment 27,407 282 Investments (4,334 ) ? Contribution of cash balances due to divestiture of ? (16,335 )subsidiaryNet cash used in investing activities (23,297 ) (42,644 )CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from issuance of common stock under employee 1,291 ? stock purchase planNet cash provided by financing activities 1,291 ? Effect of exchange rate changes on Cash and cash 3,939 2,480 equivalents and Restricted cashNet increase in Cash and cash equivalents and 51,809 (11,524 )Restricted cashCash and cash equivalents and Restricted cash at 203,875 219,876 beginning of periodCASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END $ 255,684 $ 208,352 OF PERIOD:RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH:Cash and cash equivalents at beginning of period $ 197,214 $ 214,491 Restricted cash at beginning of period 6,661 5,385 Cash and cash equivalents and Restricted cash at $ 203,875 $ 219,876 beginning of periodCash and cash equivalents at end of period 248,579 201,998 Restricted cash at end of period 7,105 6,354 Cash and cash equivalents and Restricted cash at end $ 255,684 $ 208,352 of periodSUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for interest $ 269 $ 107 Cash paid for income taxes $ 7,993 $ 6,385 Noncash transactions: Changes in Trade accounts payable related to $ (3,183 ) $ (4,000 )Property, plant and equipment, netLoans to cover purchase of common stock under ? 171 employee stock planRecognition of right of use assets and lease 356 ? liability upon adoption of new accounting standard

Non-GAAP Financial Measures

In addition to the measures presented in our consolidated financial statements, we regularly review other metrics, 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 metrics we consider are non-GAAP Gross Profit, non-GAAP Gross Margin, non-GAAP Operating Expenses, non-GAAP Operating Income, non-GAAP Operating Margin, non-GAAP Profit before Tax, non-GAAP Provision for Income Tax, non-GAAP Net Income, non-GAAP Net Income per Share, EBITDA, Adjusted EBITDA and Adjusted EBITDA margin (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 Provision for Income Tax, management believes that this non-GAAP measure of income taxes provides it with the ability to evaluate the non-GAAP Provision for Income Taxes across different reporting periods on a consistent basis, independent of special items and discrete items, which may vary in size and frequency. By presenting these Non-GAAP Financial Measures, we provide a basis for comparison of our business operations between periods by excluding items that we do not believe are indicative of our core operating performance, and we believe that investors understanding of our performance is enhanced by our presenting these Non-GAAP Financial Measures, as they provide a reasonable basis for comparing our ongoing results of operations. Management believes that tracking and presenting these non-GAAP Financial Measures provides management and the investment community with valuable insight into matters such as: our ongoing core operations, our ability to generate cash to service our debt and fund our operations; and the underlying business trends that are affecting our performance. 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. In particular, management finds it useful to exclude non-cash charges in order to better correlate our operating activities with our ability to generate cash from operations and to exclude certain cash charges as a means of more accurately predicting our liquidity requirements. We believe that these Non-GAAP Financial Measures, when used in conjunction with our GAAP financial information, also allow investors to better evaluate our financial performance in comparison to other periods and to other companies in our industry.

These Non-GAAP Financial Measures have significant limitations as analytical tools. Some of these limitations are that:

-- such measures do not reflect our cash expenditures, or future requirements for capital expenditures or contractual commitments; -- such measures exclude certain costs which are important in analyzing our GAAP results; -- such measures do not reflect changes in, or cash requirements for, our working capital needs; -- such measures do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments on our debt; -- such measures do not reflect our tax expense or the cash requirements to pay our taxes; -- although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future; -- such measures do not reflect any cash requirements for such replacements; and -- other companies in our industry may calculate such measures differently than we do, thereby further limiting their usefulness as comparative measures.

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 added back 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.

Our prior disclosure referred to non-GAAP Gross Profit and non-GAAP Gross Margin as Adjusted Gross Profit and Adjusted Gross Margin, respectively. No changes have been made to how we calculate these measures.

Non-GAAP Gross Profit and Non-GAAP Gross Margin

We calculate non-GAAP Gross Profit and non-GAAP Gross Margin excluding the items below from cost of goods sold in applicable periods, and we calculate non-GAAP Gross Margin as non-GAAP Gross Profit divided by total net sales.

-- Voxtel inventory impairmentRepresents costs related to the discontinuation of one of our product lines manufactured by Voxtel. -- PSL and Sanken Distribution AgreementRepresents the elimination of inventory cost amortization and foundry service payment related to one-time costs incurred in connection with the disposition of Polar Semiconductor, LLC (PSL) during the fiscal year ended March 26, 2021 (the PSL Divestiture). -- Stock-based compensationRepresents non-cash expenses arising from the grant of stock-based awards. -- AMTC Facility consolidation one-time costsRepresents one-time costs incurred in connection with closing of our manufacturing facility in Thailand (the AMTC Facility) and transitioning of test and assembly functions to our manufacturing facility in the Philippines (the AMPI Facility) announced in fiscal year 2020, consisting of: moving equipment between facilities, contract terminations and other non-recurring charges. The closure and transition of the AMTC Facility was substantially completed in March 2021 and closed on the sale in August 2021. These costs are in addition to, and not duplicative of, the adjustments noted in note (*) below. -- Amortization of acquisition-related intangible assetsRepresents non-cash expenses associated with the amortization of intangible assets in connection with the acquisition of Voxtel, which closed in August 2020. -- COVID-19 related expensesRepresents expenses attributable to the COVID-19 pandemic primarily related to increased purchases of masks, gloves and other protective materials, and overtime premium compensation paid for maintaining 24-hour service at the AMPI Facility.

(*) Non-GAAP Gross Profit and the corresponding calculation of non-GAAP Gross Margin do not include adjustments consisting of:

-- Additional AMTC-related costsRepresents costs relating to the closing of the AMTC Facility and the transitioning of test and assembly functions to the AMPI Facility in the Philippines announced in fiscal year 2020 consisting of the net savings expected to result from the movement of work to the AMPI Facility, which facility had duplicative capacity based on the buildouts of the AMPI Facility in fiscal years 2019 and 2018. The elimination of these costs did not reduce our production capacity and therefore did not have direct effects on our ability to generate revenue. The closure and transition of the AMTC Facility was substantially completed in March 2021 and closed on the sale in August 2021. -- Out of period adjustment for depreciation expense of giant magnetoresistance assets (GMR assets)Represents a one-time depreciation expense related to the correction of an immaterial error, related to 2017, for certain manufacturing assets that have reached the end of their useful lives.

Non-GAAP Operating Expenses, non-GAAP Operating Income and non-GAAP Operating Margin

We calculate non-GAAP Operating Expenses and non-GAAP Operating Income excluding the same items excluded above to the extent they are classified as operating expenses, and also excluding the items below in applicable periods. We calculate non-GAAP Operating Margin as non-GAAP Operating Income divided by total net sales.

-- Transaction feesRepresents transaction-related legal and consulting fees incurred primarily in connection with (i) the acquisition of Voxtel in fiscal year 2020, and (ii) one-time transaction-related legal and consulting fees in fiscal 2021. -- SeveranceRepresents severance costs associated with (i) labor savings initiatives to manage overall compensation expense as a result of the declining sales volume during the applicable period, including a voluntary separation incentive payment plan for employees near retirement and a reduction in force, (ii) the closing of the AMTC Facility and the transitioning of test and assembly functions to the AMPI Facility announced and initiated in fiscal year 2020, and (iii) costs related to the discontinuation of one of our product lines manufactured by Voxtel in fiscal year 2022. -- Change in fair value of contingent considerationRepresents the change in fair value of contingent consideration payable in connection with the acquisition of Voxtel.

(**) Non-GAAP Operating Income does not include adjustments consisting of those set forth in note (*) to the calculation of non-GAAP Gross Profit, and the corresponding calculation of non-GAAP Gross Margin, above or:

-- Labor savingsRepresents salary and benefit costs related to employees whose positions were eliminated through voluntary separation programs or other reductions in force (not associated with the closure of the AMTC Facility or any other plant or facility) and a restructuring of overhead positions from high-cost to low-cost jurisdictions net of costs for newly hired employees in connection with such restructuring.

EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin

We calculate EBITDA as net income minus interest income (expense), tax provision (benefit), and depreciation and amortization expenses. We calculate Adjusted EBITDA as EBITDA excluding the same items excluded above and also excluding the items below in applicable periods. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by total net sales.

-- Non-core (gain) loss on sale of equipmentRepresents non-core miscellaneous losses and gains on the sale of equipment. -- Foreign currency translation (gain) lossRepresents losses and gains resulting from the remeasurement and settlement of intercompany debt and operational transactions, as well as transactions with external customers or vendors denominated in currencies other than the functional currency of the legal entity in which the transaction is recorded. -- Income in earnings of equity investmentRepresents our equity method investment in PSL. -- Unrealized gains on investmentsRepresents mark-to-market adjustments on equity investments with readily determinable fair values.

Non-GAAP Profit before Tax, Non-GAAP Net Income, and Non-GAAP Basic and Diluted Earnings Per Share

We calculate non-GAAP Profit before Tax as Income before Tax Provision excluding the same items excluded above and also excluding the item below in applicable periods. We calculate non-GAAP Net Income as Net Income excluding the same items excluded above and also excluding the item below in applicable periods.

Non-GAAP Provision for Income Tax

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

-- Tax effect of adjustments to GAAP resultsRepresents the estimated income tax effect of the adjustments to non-GAAP Profit Before Tax described above and elimination of discrete tax adjustments.

Three-Month Period Ended Six-Month Period Ended September June 25, September September September 24, 2021 25, 24, 25, 2021 2020 2021 2020 (Dollars in thousands)Reconciliation of Gross Profit GAAP Gross Profit $ 102,532 $ 94,160 $ 61,770 $ 196,692 $ 117,471 Voxtel inventory 271 2,835 ? 3,106 ? impairmentPSL and Sankendistribution ? ? 2,815 ? 6,198 agreementStock-based 722 528 53 1,250 150 compensationAMTC Facilityconsolidation 7 137 408 144 952 one-time costsAmortization ofacquisition-related 273 273 105 546 105 intangible assetsCOVID-19 related 316 343 73 659 73 expensesTotal Non-GAAP $ 1,589 $ 4,116 $ 3,454 $ 5,705 $ 7,478 Adjustments Non-GAAP Gross $ 104,121 $ 98,276 $ 65,224 $ 202,397 $ 124,949 Profit*Non-GAAP GrossMargin* (% of net 53.8 % 52.2 % 47.7 % 53.0 % 49.7 %sales)

* Non-GAAP Gross Profit and the corresponding calculation of non-GAAP Gross Margin do not include adjustments for the following components of our net income: (i) additional AMTC related costs of $, $, and $2,281 for the three months ended September24, 2021, June25, 2021, and September25, 2020, respectively, and out of period adjustment for depreciation expense of GMR assets of $, $, and $768 for the three months ended September24, 2021, June25, 2021, and September25, 2020, respectively, and (ii) additional AMTC related costs of $ and $5,355 for the six months ended September24, 2021 and September25, 2020, respectively, and out of period adjustment for depreciation expense of GMR assets of $ and $768 for the six months ended September24, 2021 and September25, 2020, respectively.

Three-Month Period Ended Six-Month Period Ended September June 25, September September September 24, 2021 25, 24, 25, 2021 2020 2021 2020 (Dollars in thousands)Reconciliation of Operating Expenses GAAP Operating $ 63,978 $ 61,918 $ 49,368 $ 125,896 $ 100,537 Expenses Research andDevelopment ExpensesGAAP Research andDevelopment 29,590 29,554 25,130 59,144 49,510 ExpensesStock-based 1,043 752 32 1,795 53 compensationAMTC Facilityconsolidation ? 2 ? 2 ? one-time costsCOVID-19 related 8 6 ? 14 ? expensesNon-GAAP Researchand Development 28,539 28,794 25,098 57,333 49,457 Expenses Selling, Generaland Administrative ExpensesGAAP Selling,General and 34,088 32,064 24,238 66,152 51,027 AdministrativeExpensesStock-based 4,431 3,551 495 7,982 822 compensationAMTC Facilityconsolidation 151 324 1,358 475 2,519 one-time costsAmortization ofacquisition-related 16 29 9 45 9 intangible assetsCOVID-19 related 551 381 398 932 4,398 expensesTransaction fees 6 23 1,871 29 1,988 Severance ? 168 ? 168 337 Non-GAAP Selling,General and 28,933 27,588 20,107 56,521 40,954 AdministrativeExpenses Change in fairvalue of contingent 300 300 ? 600 ? consideration Total Non-GAAP 6,506 5,536 4,163 12,042 10,126 Adjustments Non-GAAP operating $ 57,472 $ 56,382 $ 45,205 $ 113,854 $ 90,411 expenses *

* Non-GAAP Operating Expenses do not include adjustments for the following components of our net income: (i) additional AMTC related costs of $, $, and $380 for the three months ended September24, 2021, June25, 2021, and September25, 2020, respectively, and (ii) additional AMTC related costs of $ and $704 for the six months ended September24, 2021 and September25, 2020, respectively, and labor savings costs of $ and $109 for the six months ended September24, 2021 and September25, 2020, respectively.

Three-Month Period Ended Six-Month Period Ended September June 25, September September September 24, 2021 25, 24, 25, 2021 2020 2021 2020 (Dollars in thousands)Reconciliation of Operating Income GAAP Operating $ 38,554 $ 32,242 $ 12,402 $ 70,796 $ 16,934 Income Voxtel inventory 271 2,835 ? 3,106 ? impairmentPSL and Sankendistribution ? ? 2,815 ? 6,198 agreementStock-based 6,196 4,831 580 11,027 1,025 compensationAMTC Facilityconsolidation 158 463 1,766 621 3,471 one-time costsAmortization ofacquisition-related 289 302 114 591 114 intangible assetsCOVID-19 related 875 730 471 1,605 4,471 expensesChange in fairvalue of contingent 300 300 ? 600 ? considerationTransaction fees 6 23 1,871 29 1,988 Severance ? 168 ? 168 337 Total Non-GAAP $ 8,095 $ 9,652 $ 7,617 $ 17,747 $ 17,604 Adjustments Non-GAAP Operating $ 46,649 $ 41,894 $ 20,019 $ 88,543 $ 34,538 Income*Non-GAAP OperatingMargin* (% of net 24.1 % 22.3 % 14.6 % 23.2 % 13.7 %sales)

* Non-GAAP Operating Income and the corresponding calculation of non-GAAP Operating Margin do not include adjustments for the following components of our net income: (i) additional AMTC related costs of $, $, and $2,330 for the three months ended September24, 2021, June25, 2021, and September25, 2020, respectively, and out of period adjustment for depreciation expense of GMR assets of $, $, and $768 for the three months ended September24, 2021, June25, 2021, and September25, 2020, respectively, and (ii) additional AMTC related costs of $ and $5,728 for the six months ended September24, 2021 and September25, 2020, respectively, labor savings costs of $ and $109 for the six months ended September24, 2021 and September25, 2020, respectively, and out of period adjustment for depreciation expense of GMR assets of $ and $768 for the six months ended September24, 2021 and September25, 2020, respectively.

Three-Month Period Ended Six-Month Period Ended September June 25, September September September 24, 2021 25, 24, 25, 2021 2020 2021 2020 (Dollars in thousands)Reconciliationof EBITDA and AdjustedEBITDA GAAP Net $ 33,223 $ 27,707 $ 9,618 $ 60,930 $ 14,472 Income Interestexpense 1,150 345 (350 ) 1,495 (663 )(income), netIncome tax 6,143 4,263 2,082 10,406 2,610 provisionDepreciation & 12,339 12,172 12,487 24,511 24,026 amortizationEBITDA $ 52,855 $ 44,487 $ 23,837 $ 97,342 $ 40,445 Non-core(gain) loss on (296 ) (35 ) 331 (331 ) 293 sale ofequipmentVoxtelinventory 271 2,835 ? 3,106 ? impairmentForeigncurrency (202 ) 254 1,318 52 1,186 translation(gain) lossIncome inearnings of (226 ) (279 ) (246 ) (505 ) (458 )equityinvestmentUnrealizedgains on (978 ) ? ? (978 ) ? investmentsStock-based 6,196 4,831 580 11,027 1,025 compensationAMTC Facilityconsolidation 158 463 1,766 621 3,471 one-time costsCOVID-19related 875 730 471 1,605 4,471 expensesChange in fairvalue of 300 300 ? 600 ? contingentconsiderationTransaction 6 23 1,871 29 1,988 feesSeverance ? 168 ? 168 337 PSL and Sankendistribution ? ? 2,815 ? 6,198 agreementAdjusted $ 58,959 $ 53,777 $ 32,743 $ 112,736 $ 58,956 EBITDA*AdjustedEBITDA Margin* 30.5 % 28.6 % 24.0 % 29.5 % 23.4 %(% of netsales)

* Adjusted EBITDA and the corresponding calculation of Adjusted EBITDA Margin do not include adjustments for the following components of our net income: (i) additional AMTC related costs of $, $, and $2,330 for the three months ended September24, 2021, June25, 2021, and September25, 2020, respectively, and (ii) additional AMTC related costs of $ and $5,728 for the six months ended September24, 2021 and September25, 2020, respectively, and labor savings costs of $ and $109 for the six months ended September24, 2021 and September25, 2020, respectively.

Three-Month Period Ended Six-Month Period Ended September June 25, September September September 24, 2021 25, 24, 25, 2021 2020 2021 2020 (Dollars in thousands)Reconciliation ofIncome before Tax Provision GAAP Income before $ 39,366 $ 31,970 $ 11,700 $ 71,336 $ 17,082 Tax Provision Non-core (gain)loss on sale of (296 ) (35 ) 331 (331 ) 293 equipmentVoxtel inventory 271 2,835 ? 3,106 ? impairmentForeign currencytranslation (gain) (202 ) 254 1,318 52 1,186 lossIncome in earningsof equity (226 ) (279 ) (246 ) (505 ) (458 )investmentUnrealized gains on (978 ) ? ? (978 ) ? investmentsPSL and Sankendistribution ? ? 2,815 ? 6,198 agreementStock-based 6,196 4,831 580 11,027 1,025 compensationAMTC Facilityconsolidation 158 463 1,766 621 3,471 one-time costsAmortization ofacquisition-related 289 302 114 591 114 intangible assetsCOVID-19 related 875 730 471 1,605 4,471 expensesChange in fairvalue of contingent 300 300 ? 600 ? considerationTransaction fees 6 23 1,871 29 1,988 Severance ? 168 ? 168 337 Total Non-GAAP $ 6,393 $ 9,592 $ 9,020 $ 15,985 $ 18,625 Adjustments Non-GAAP Profit $ 45,759 $ 41,562 $ 20,720 $ 87,321 $ 35,707 before Tax*

* Non-GAAP Profit before Tax does not include adjustments for the following components of our net income: (i) additional AMTC related costs of $, $, and $2,661 for the three months ended September24, 2021, June25, 2021, and September25, 2020, respectively, and out of period adjustment for depreciation expense of GMR assets of $, $, and $768 for the three months ended September24, 2021 and September25, 2020, respectively, and (ii) additional AMTC related costs of $ and $6,059 for the six months ended September24, 2021 and September25, 2020, respectively, labor savings costs of $ and $109 for the six months ended September24, 2021 and September25, 2020, respectively, and out of period adjustment for depreciation expense of GMR assets of $ and $768 for the six months ended September24, 2021 and September25, 2020, respectively.

Three-Month Period Ended Six-Month Period Ended September June 25, September September September 24, 2021 25, 24, 25, 2021 2020 2021 2020 (Dollars in thousands)Reconciliationof Income Tax Provision GAAP Income $ 6,143 $ 4,263 $ 2,082 $ 10,406 $ 2,610 Tax ProvisionGAAP effective 15.6 % 13.3 % 17.8 % 14.6 % 15.3 %tax rate Tax effect ofadjustments to 946 2,091 859 3,037 2,667 GAAP results Non-GAAPProvision for $ 7,089 $ 6,354 $ 2,941 $ 13,443 $ 5,277 Income Taxes *Non-GAAPeffective tax 15.5 % 15.3 % 14.2 % 15.4 % 14.8 %rate

* Non-GAAP Provision for Income Taxes does not include tax adjustments for the following components of our net income: additional AMTC related costs and labor savings costs. The related tax effect of those adjustments to GAAP results were $, $ and $768 for the three months ended September24, 2021, June25, 2021, and September25, 2020, respectively, and $ and $1,554 for the six months ended September24, 2021 and September25, 2020, respectively.

Three-Month Period Ended Six-Month Period Ended September 24, June 25, September September 24, September 2021 2021 25, 2021 25, 2020 2020 (Dollars in thousands)Reconciliation of Net Income GAAP Net Income $ 33,223 $ 27,707 $ 9,618 $ 60,930 $ 14,472 GAAP Basic Earnings $ 0.18 $ 0.15 $ 0.96 $ 0.32 $ 1.45 per ShareGAAP Diluted $ 0.17 $ 0.14 $ 0.96 $ 0.32 $ 1.45 Earnings per Share Non-core (gain)loss on sale of (296 ) (35 ) 331 (331 ) 293 equipmentVoxtel inventory 271 2,835 ? 3,106 ? impairmentForeign currencytranslation (gain) (202 ) 254 1,318 52 1,186 lossIncome in earningsof equity (226 ) (279 ) (246 ) (505 ) (458 )investmentUnrealized gains on (978 ) ? ? (978 ) ? investmentsPSL and Sankendistribution ? ? 2,815 ? 6,198 agreementStock-based 6,196 4,831 580 11,027 1,025 compensationAMTC Facilityconsolidation 158 463 1,766 621 3,471 one-time costsAmortization ofacquisition-related 289 302 114 591 114 intangible assetsCOVID-19 related 875 730 471 1,605 4,471 expensesChange in fairvalue of contingent 300 300 ? 600 ? considerationTransaction fees 6 23 1,871 29 1,988 Severance ? 168 ? 168 337 Tax effect ofadjustments to GAAP (946 ) (2,091 ) (859 ) (3,037 ) (2,667 )results Non-GAAP Net $ 38,670 $ 35,208 $ 17,779 $ 73,878 $ 30,430 Income*Basic weightedaverage common 189,673,788 189,585,381 10,000,000 189,629,535 10,000,000 sharesDiluted weightedaverage common 191,676,422 191,163,074 10,000,000 191,416,250 10,000,000 sharesNon-GAAP Basic 0.20 0.19 1.78 0.39 3.04 Earnings per ShareNon-GAAP Diluted 0.20 0.18 1.78 0.39 3.04 Earnings per Share

* Non-GAAP Net Income does not include adjustments for the following components of our net income: (i) additional AMTC related costs of $, $, and $2,661 for the three months ended September24, 2021, June25, 2021, and September25, 2020, respectively, and out of period adjustment for depreciation expense of GMR assets of $, $, and $768 for the three months ended September24, 2021, June25, 2021, and September25, 2020, respectively, and (ii) additional AMTC related costs of $ and $6,059 for the six months ended September24, 2021 and September25, 2020, respectively, labor savings costs of $ and $109 for the six months ended September24, 2021 and September25, 2020, respectively, and out of period adjustment for depreciation expense of GMR assets of $ and $768 for the six months ended September24, 2021 and September25, 2020, respectively, and (iii) the related tax effect of adjustments to GAAP results $, $, and $768 for the three months ended September24, 2021, June25, 2021, and September25, 2020, respectively, and $ and $1,554 for the six months ended September24, 2021 and September25, 2020, respectively.

Investor Contact:Katherine Blye Investor Relations Phone: (603) 626-2306 kblye@ALLEGROMICRO.com