XML 40 R24.htm IDEA: XBRL DOCUMENT
v3.20.4

Net (Loss) Income per Share and Unaudited Pro Forma Net Income per Share | 9 Months Ended | 12 Months Ended
--- | --- | ---
Dec. 25, 2020 | Mar. 27, 2020
Earnings Per Share [Abstract] |  |
Net (Loss) Income per Share and Unaudited Pro Forma Net Income per Share | 17. Net (Loss) Income per Share and Unaudited Pro Forma Net Income per Share Net (Loss) Income per Share In connection with completion of the Company’s IPO on November 2, 2020 and immediately following the pricing of the IPO, all outstanding shares of Class A common stock and Class L common stock were automatically converted into an aggregate of 166,500,000 shares of common stock (the “Common Stock Conversion”). Outstanding shares of Class A and Class L common stock were converted to common stock in the Common Stock Conversion at conversion rates of approximately 15.822 and 13.010 shares of common stock to each share of Class A and Class L common stock, respectively. As part of the Common Stock Conversion, 2,066,508 and 1,766 shares of common stock were returned to the Company for tax payments made on behalf of holders of Class A common stock and Class L common stock, respectively, in withhold to cover tax transactions. Prior to the Company’s IPO, shares of Class A common stock were entitled to a priority dividend of 8%. After Class A shareholders received an annualized return on capital of 8%, distributions of the remaining value were split between Class A and Class L shareholders based on the achievement of certain return targets. In determining income to the Class A stockholders for computing basic and diluted earnings per share for the three- and nine-month periods ended December 27, 2019, the Company did not allocate income to the shares of Class L common stock in accordance with ASC 260, because such classes of shares would not have shared in the distribution had all of the income for the periods been distributed. Accordingly, earnings per share calculations were provided only for the Class A shares with a weighted average of 10,000,000 shares for the three- and nine-month periods ended December 27, 2019. The following table sets forth the basic and diluted net (loss) income attributable to Allegro MicroSystems, Inc. per share. The number of shares of common stock reflected in the calculation is the total shares of common stock (vested and unvested) held on the IPO date, after the Common Stock Conversion.
|  | Three-Month Period Ended |  |  | Nine-Month Period Ended |
|  | December 25, 2020 |  |  | December 27, 2019 |  |  | December 25, 2020 |  |  | December 27, 2019 |
Net (loss) income attributable to Allegro MicroSystems, Inc. |  | $ | (5,095 | ) |  | $ | 8,926 |  |  | $ | 9,309 |  |  | $ | 23,675 |
Net (loss) income attributable to common stockholders |  |  | (5,060 | ) |  |  | 8,958 |  |  |  | 9,412 |  |  |  | 23,776 |
Basic weighted average shares of common stock |  |  | 124,363,078 |  |  |  | 10,000,000 |  |  |  | 48,121,026 |  |  |  | 10,000,000 |
Dilutive effect of common stock equivalents |  |  | — |  |  |  | — |  |  |  | 123,517,761 |  |  |  | — |
Diluted weighted average shares of common stock |  |  | 124,363,078 |  |  |  | 10,000,000 |  |  |  | 171,638,787 |  |  |  | 10,000,000 |
Basic net (loss) income attributable to Allegro MicroSystems, Inc. per share |  | $ | (0.04 | ) |  | $ | 0.89 |  |  | $ | 0.19 |  |  | $ | 2.37 |
Basic net (loss) income attributable to common stockholders per share |  | $ | (0.04 | ) |  | $ | 0.90 |  |  | $ | 0.20 |  |  | $ | 2.38 |
Diluted net (loss) income attributable to Allegro MicroSystems, Inc. per share |  | $ | (0.04 | ) |  | $ | 0.89 |  |  | $ | 0.05 |  |  | $ | 2.37 |
Diluted net (loss) income attributable to common stockholders per share |  | $ | (0.04 | ) |  | $ | 0.90 |  |  | $ | 0.05 |  |  | $ | 2.38 |
The computed net loss for the three-month period ended December 25, 2020 does not assume conversion of securities that would have an antidilutive effect on loss per share. As the Company was in a net loss position for the three-month period ended December 25, 2020, all common stock equivalents in this period were antidilutive. There were no such convertible securities to consider for the three- and nine-month periods ended December 27, 2019. The following represents issuable weighted average share information for the respective periods:
|  | Three-Month Period Ended |  |  | Nine-Month Period Ended |
|  | December 25, 2020 |  |  | December 27, 2019 |  |  | December 25, 2020 |  |  | December 27, 2019 |
Unvested restricted stock units (“RSUs”) |  |  | 377,767 |  |  |  | — |  |  |  | 125,922 |  |  |  | — |
Unvested performance stock units (“PSUs”) |  |  | 422,768 |  |  |  | — |  |  |  | 140,923 |  |  |  | — |
Shares related to Common Stock Conversion |  |  | 56,752,747 |  |  |  | — |  |  |  | 123,250,916 |  |  |  | — |
Total |  |  | 57,553,282 |  |  |  | — |  |  |  | 123,517,761 |  |  |  | — |
As the Company was in a net loss position for the three-month period ended December 25, 2020, common stock equivalents of 57,553,282 were antidilutive. Unaudited Pro Forma Net Income per Share Unaudited pro forma basic and diluted net income per share attributable to common stockholders for the nine-month period ended December 25, 2020 was calculated as follows:
|  | Nine-Month Period Ended December 25, 2020 (unaudited) |
Numerator: |  |  |  |
Net income, as reported |  | $ | 9,412 |
Interest expense on the remainder of the Term Loan Facility used to fund the dividend |  |  | (436 | )
Pro forma net income |  |  | 8,976 |
Denominator: |  |  |  |
Weighted-average shares used to compute net income per share attributable to common stockholders, basic |  |  | 10,000,000 |
Adjustments to reflect the Common Stock Conversion |  |  | 156,500,000 |
Adjustments to reflect the Common Stock Repurchases |  |  | (2,068,274) |
Total shares sold in the IPO as their proceeds were required to pay the dividend in excess of current year earnings and the portion funded by the Term Loan Facility that remains unpaid after the IPO |  |  | 25,000,000 |
Total |  |  | 189,431,726 |
Pro forma net income per share attributable to common stockholders |  | $ | 0.05 |
| 16. Net Income per Share and Unaudited Pro Forma Net Income per Share Net Income per Share The following table sets forth the computation of basic and diluted net income per share attributable to Allegro MicroSystems, Inc.:
|  | Fiscal Years Ended |
|  | March 29, 2019 |  |  | March 27, 2020 |
Net income attributable to Allegro MicroSystems, Inc. |  | $ | 84,724 |  |  | $ | 36,971 |
Net income attributable to common stockholders |  |  | 84,841 |  |  |  | 37,105 |
Weighted average basic and diluted common shares |  |  | 10,000,000 |  |  |  | 10,000,000 |
Net income per share attributable to Allegro MicroSystems, Inc.—basic and diluted |  | $ | 8.47 |  |  | $ | 3.70 |
Net income per share attributable to Allegro MicroSystems, Inc. and non-controlling interest—basic and diluted |  | $ | 8.48 |  |  | $ | 3.71 |
As described in Note 17, “Common Stock and Stock-Based Compensation”, holders of shares of Class A common stock are entitled to a priority dividend of 8%. After holders of shares of Class A common stock receive an annualized return on capital of 8%, distributions of the remaining value are split between holders of shares of Class A common stock and Class L common stock based on the achievement of certain return targets. In determining income to the Class A common stock stockholders for computing basic and diluted earnings per share for the fiscal years ended March 29, 2019 and March 27, 2020, the Company did not allocate income to the Class L common stock because such classes of common stock would not have shared in the distribution had all of the income for the periods been distributed. Accordingly, earnings per share calculations were provided only for the Class A common stock. Unaudited Pro Forma Net Income per Share Unaudited pro forma basic and diluted net income per share attributable to Allegro MicroSystems, Inc. for the fiscal year ended March 27, 2020 have been prepared to give effect to the Common Stock Conversion and the Common Stock Repurchases. Unaudited pro forma basic and diluted net income per share attributable to Allegro MicroSystems, Inc. was calculated as follows:
|  | Fiscal Year Ended March 27, 2020 (unaudited) |
Numerator: |  |  |  |
Net income, as reported |  | $ | 36,971 |
Interest expense on the remainder of the Term Loan Facility used to fund the dividend |  |  | 873 |
Pro forma net income |  |  | 36,098 |
Denominator: |  |  |  |
Weighted-average shares used to compute net income (loss) per share attributable to common stockholders, basic |  |  | 10,000,000 |
Pro forma adjustments to reflect the Common Stock Conversion |  |  | 156,499,960 |
Pro forma adjustments to reflect the Common Stock Repurchases |  |  | (2,068,234 | )
Total shares sold in the IPO as their proceeds were required to pay the dividend in excess of current year earnings and the portion funded by the Term Loan Facility that remains unpaid after the IPO |  |  | 25,000,000 |
Total |  |  | 189,431,726 |
Pro forma net income per share attributable to common stockholders |  | $ | 0.19 |

X
- References No definition available. + Details
Name: | us-gaap_EarningsPerShareAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration

X
- Definition The entire disclosure for earnings per share. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=109243012&loc=SL65017193-207537 Reference 2: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 1 -Subparagraph (c) -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257 Reference 3: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -URI http://asc.fasb.org/topic&trid=2144383 Reference 4: http://www.xbrl.org/2003/role/disclosureRef -Publisher FASB -Name Accounting Standards Codification -Topic 260 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3630-109257 + Details
Name: | us-gaap_EarningsPerShareTextBlock
Namespace Prefix: | us-gaap_
Data Type: | nonnum:textBlockItemType
Balance Type: | na
Period Type: | duration