ALLEGRO MICROSYSTEMS, INC. 10-K

Item 9A. Controls and Procedures. Limitations on Effectiveness of Controls and Procedures In designing and evaluating our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of March 26, 2021. Based on the evaluation of our disclosure controls and procedures as of March 26, 2021, 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. Management’s Annual Report on Internal Control over Financial Reporting This Annual Report does not include a report of management’s assessment regarding our internal control over financial reporting or an attestation report of our independent registered accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies. Additionally, our independent registered accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 of Sarbanes-Oxley Act of 2002 until we are no longer an “emerging growth company” as defined in the JOBS Act. 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 three months ended March 26, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None. PART III Item 10. Directors, Executive Officers and Corporate Governance. Certain of the information required hereunder is incorporated herein by reference to our definitive proxy statement to be filed pursuant to Regulation 14A, which proxy statement is anticipated to be filed with the SEC within 120 days after March 26, 2021. Pursuant to General Instruction G(3) of Form 10-K, additional information required hereunder relating to our executive officers is contained in Part I of this Annual Report on Form 10-K under the caption "Information about our Executive Officers." Our board of directors has adopted a written Code of Business Conduct and Ethics that applies to our directors, officers and employees (including our principal executive officer, principal financial officer, principal accounting officer or 81 controller, or persons performing similar functions). A copy of the Code is posted on our website, www.allegromicro.com/en. We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding amendment to, or waiver from, a provision of our Code of Business Conduct and Ethics by posting such information on our website at the address specified above. The information contained on our website is not incorporated by reference into this Annual Report on Form 10-K. Item 11. Executive Compensation. The information required hereunder is incorporated herein by reference to our definitive proxy statement to be filed pursuant to Regulation 14A, which proxy statement is anticipated to be filed with the SEC within 120 days after March 26, 2021. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The information required hereunder is incorporated herein by reference to our definitive proxy statement to be filed pursuant to Regulation 14A, which proxy statement is anticipated to be filed with the SEC within 120 days after March 26, 2021, with the exception of the information regarding securities authorized for issuance under our equity compensation plans, which is set forth below. Equity Compensation Plan Information The following table sets forth information with respect to securities authorized for issuance under our equity compensation plans as of March 26, 2021: Plan Category Number of Securities to be issued upon Exercise of Outstanding RSUs, PSUs and Restricted Common Stock (a) 2 Weighted-Average Exercise Price of Outstanding RSUs, PSUs and Restricted Common Stock 3 (b) Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c) Equity Compensation Plans Approved by Security Holders 1 1,875,834 — 4,624,279 Equity Compensation Plans Not Approved by Security Holders — — Total 1,875,834 4,624,279 1 As of March 26, 2021, there were 3,791,879 shares available for future issuance under the 2020 Omnibus Incentive Compensation Plan (the “2020 Plan”), 832,400 under the 2020 Employee Stock Purchase Plan (the “2020 ESPP”). 2 As of March 26, 2021, there were 650,302 PSUs issued at target and 1,225,532 RSUs included in this amount. 3 No exercise price has been derived as a result of all derivatives issued being PSUs and RSUs. Item 13. Certain Relationships and Related Transactions, and Director Independence. The information required hereunder is incorporated herein by reference to our definitive proxy statement to be filed pursuant to Regulation 14A, which proxy statement is anticipated to be filed with the SEC within 120 days after March 26, 2021. Item 14. Principal Accounting Fees and Services. The information required hereunder is incorporated herein by reference to our definitive proxy statement to be filed pursuant to Regulation 14A, which proxy statement is anticipated to be filed with the SEC within 120 days after March 26, 2021. PART IV Item 15. Exhibit and Financial Statement Schedules. The following documents are filed as part of this Annual Report on Form 10-K: 121 1. Financial Statements. See Index to Financial Statements on page F-1. 2. Financial Statement Schedules. All schedules are omitted because they are not applicable or the required information is shown on the financial statements or notes thereto. 3. Exhibits. Exhibit No. Description of Exhibit 2.1 Master Transaction Agreement, dated as of March 25, 2020, by and among Polar Semiconductor, LLC, Allegro MicroSystems, Inc., Allegro MicroSystems, LLC and Sanken Electric Co., Ltd. (incorporated by reference from Exhibit 2.1 to the Company ’ s Registration State ment on Form S-1/A filed on October 13 , 2020) 3.1 Third Amended and Restated Certificate of Incorporation of Allegro MicroSystems, Inc . (incorporated by reference from Exhibit 3 .1 to the Company’s Current Report on Form 8-K filed on Novem ber 2 , 2020) 3.2 Amended and Restated Bylaws of Allegro MicroSystems, Inc. (incorporated by reference from Exhibit 3. 2 to the Company’s Current Report on Form 8-K filed on November 2, 2020) 4.1 Specimen Stock Certificate evidencing the shares of common stock (incorporated by reference from Exhibit 4 .1 to the Company’s Registration Statement on Form S-1/A filed on October 21, 2020) 4.2 Stockholders Agreement, dated as of September 30, 2020, by and among Allegro MicroSystems, Inc., Sanken Electric Co., Ltd. and OEP SKNA, L.P. (incorporated by reference from Exhibit 4 . 3 to the Company’s Registration Statement on Form S-1/A filed on October 1 3 , 2020) 4.3 Amended and Restated Registration Rights Agreement, by and among the Company, Sanken Electric Co. and OEP SKNA, L.P. (incorporated by reference from Exhibit 10 . 1 to the Company’s Current Report on Form 8-K filed on November 2, 2020) 4.4 Description of securities 10.1 Consolidated and Restructured Loan Agreement, dated as of March 28, 2020, by and between Polar Semiconductor, LLC and Allegro MicroSystems, Inc. (incorporated by reference from Exhibit 2 . 1 ( Exhibit A) to the Company’s Registration Statement on Form S-1/A filed on October 13 , 2020) 10.2 Amended and Restated Limited Liability Company Agreement of Polar Semiconductor, LLC, dated as of March 28, 2020, by and among Polar Semiconductor, LLC, Allegro MicroSystems, Inc. and Sanken Electric Co. Ltd. (incorporated by reference from Exhibit 2.1 (Exhibit B ) to the Company’s Registration Statement on Form S-1/A filed on October 13 , 2020) 10.3 Wafer Foundry Agreement, dated as of April 12, 2013, by and between Allegro MicroSystems, LLC and Polar Semiconductor, LLC (incorporated by reference from Exhibit 10.5 to the Company’s Registration Statement on Form S-1/A filed on October 13 , 2020) 10.4 Amendment No. 1 to Wafer Foundry Agreement, dated as of March 28, 2020, by and between Allegro MicroSystems, LLC and Polar Semiconductor, LLC (incorporated by reference from Exhibit 2.1 (Exhibit C ) to the Company’s Registration Statement on Form S-1/A filed on October 13 , 2020) 10.5 Letter Agreement regarding FY21 Price Support, dated as of March 28, 2020, by and between Allegro MicroSystems, LLC and Polar Semiconductor, LLC (incorporated by reference from Exhibit 2.1 (Exhibit D ) to the Company’s Registration Statement on Form S-1/A filed on October 13 , 2020) 10.6 Transition Services Agreement, dated as of March 28, 2020, by and among Polar Semiconductor, LLC, Sanken Electric Co., Ltd. and Allegro MicroSystems, Inc. (incorporated by reference from Exhibit 2.1 (Exhibit E ) to the Company’s Registration Statement on Form S-1/A filed on October 13 , 2020) 10.7 IC Technology Development Agreement, dated as of May 28, 2009, by and among Sanken Electric Co., Ltd., Polar Semiconductor, LLC and Allegro MicroSystems, Inc. (incorporated by reference from Exhibit 10 . 9 to the Company’s Registration Statement on Form S-1/A filed on October 13 , 2020) 122 10.8 SG8 Collaboration Agreement, dated as of July 5, 2014, by and between Sanken Electric Co., Ltd., Polar Semiconductor, LLC and Allegro MicroSystems, LLC (incorporated by reference from Exhibit 10. 10 to the Company’s Registration Statement on Form S-1/A filed on October 13 , 2020) 10.9 Discrete Technology Development Agreement, dated as of April 1, 2015, by and among Polar Semiconductor, LLC, Allegro MicroSystems, Inc. and Sanken Electric Co., Ltd. (incorporated by reference from Exhibit 10.1 1 to the Company’s Registration Statement on Form S-1 filed on October 6 , 2020) 10.10 Amendment No. 1 to Discrete Technology Development Agreement, dated as of June 15, 2018, by and among Polar Semiconductor, LLC, Allegro MicroSystems, Inc. and Sanken Electric Co., Ltd . (incorporated by reference from Exhibit 10.1 2 to the Company’s Registration Statement on Form S-1 filed on October 6 , 2020) 10.11 Letter Agreement regarding Consolidation of Technology Agreements, by and among Allegro MicroSystems, LLC, Sanken Electric Co., Ltd. and Polar Semiconductor, LLC (incorporated by reference from Exhibit 2.1 (Exhibit F ) to the Company’s Registration Statement on Form S-1/A filed on October 13 , 2020) 10.12 Letter Agreement regarding Termination of Distribution Agreement, dated as of March 28, 2020, by and between Allegro MicroSystems, LLC and Sanken Electric Co., Ltd. (incorporated by reference from Exhibit 2.1 (Exhibit H ) to the Company’s Registration Statement on Form S-1/A filed on October 13 , 2020) 10.13 Distribution Agreement, dated as of July 5, 2007, by and between Allegro MicroSystems, Inc. and Sanken Electric Co., Ltd. (incorporated by reference from Exhibit 10.1 5 to the Company’s Registration Statement on Form S-1/A filed on October 21, 2020) 10.14 Amended and Restated Transfer Pricing Agreement, dated as of March 28, 2020, by and among Sanken Electric Co., Ltd., Allegro MicroSystems, Inc., Allegro MicroSystems, LLC and Polar Semiconductor, LLC (incorporated by reference from Exhibit 2.1 (Exhibit I ) to the Company’s Registration Statement on Form S-1/A filed on October 13 , 2020) 10.15 Sales Representative Agreement, dated as of July 5, 2007, by and between Sanken Electric Co., Ltd. and Allegro MicroSystems, Inc. (incorporated by reference from Exhibit 10.1 7 to the Company’s Registration Statement on Form S-1/A filed on October 21, 2020) 10.16 Royalty Sharing Agreement, dated as of September 3, 2013, by and between Sanken Electric Co., Ltd. and Allegro MicroSystems, LLC (incorporated by reference from Exhibit 10.1 8 to the Company’s Registration Statement on Form S-1/A filed on October 21, 2020) 10.17 Sublease Agreement, by and between Allegro MicroSystems Business Development, Inc. and Sanken Electric Co., Ltd. ( incorporated by reference from Exhibit 10.1 9 to the Company’s Registration Statement on Form S- filed on October 6 , 2020) 10.18 Contract of Lease, dated as of April 1, 2004, by and between Allegro MicroSystems Phils. Realty, Inc. and Allegro MicroSystems Philippines, Inc. (incorporated by reference from Exhibit 10. 20 to the Company’s Registration Statement on Form S-1 filed on October 6 , 2020) 10.19 Contract of Lease, dated as of May 23, 2008, by and between Allegro MicroSystems Phils. Realty, Inc. and Allegro MicroSystems Philippines, Inc. (incorporated by reference from Exhibit 10.2 1 to the Company’s Registration Statement on Form S- 1 filed on October 6 , 2020) 10.20 Contract of Lease, dated as of February 10, 2010, by and between Allegro MicroSystems Phils. Realty, Inc. and Allegro MicroSystems Philippines, Inc. (incorporated by reference from Exhibit 10.2 2 to the Company’s Registration Statement on Form S-1 filed on October 6 , 2020) 10.21 Contract of Lease, dated as of December 29, 2017, by and between Allegro MicroSystems Phils. Realty, Inc. and Allegro MicroSystems Philippines, Inc. (incorporated by reference from Exhibit 10.2 3 to the Company’s Registration Statement on Form S-1 filed on October 6 , 2020) 123 10.22 Board Executive Advisor Agreement, dated as of September 28, 2017, by and between Allegro MicroSystems, Inc. and Reza Kazerounian (incorporated by reference from Exhibit 10.2 4 to the Company’s Registration Statement on Form S-1 filed on October 6 , 2020) 10.23 Amendment to Board Executive Advisor Agreement, dated as of June 28, 2018, by and between Allegro MicroSystems, Inc. and Reza Kazerounian (incorporated by reference from Exhibit 10.2 5 to the Company’s Registration Statement on Form S-1 filed on October 6 , 2020) 10.24 Director Offer Letter, dated as of June 28, 2018, by and between Allegro MicroSystems, Inc. and Reza Kazerounian (incorporated by reference from Exhibit 10.2 6 to the Company’s Registration Statement on Form S-1 filed on October 6 , 2020) 10.25 Form of Class A Restricted Stock Award Agreement (incorporated by reference from Exhibit 10.2 7 to the Company’s Registration Statement on Form S-1/A filed on October 13 , 2020) 10.26 Form of Amendment to Class A Restricted Stock Award Agreement (incorporated by reference from Exhibit 10.2 8 to the Company’s Registration Statement on Form S-1/A filed on October 1 3 , 2020) 10.27 Form of Class L Restricted Stock Award Agreement (incorporated by reference from Exhibit 10.2 9 to the Company’s Registration Statement on Form S-1/A filed on October 1 3 , 2020) 10.28 Amended and Restated Allegro MicroSystems, LLC Executive Deferred Compensation Plan, dated as of September 15, 2015 (incorporated by reference from Exhibit 10. 30 to the Company’s Registration Statement on Form S-1/A filed on October 1 3 , 2020) 10.29 Allegro MicroSystems, Inc. Long-Term Cash Incentive Plan (incorporated by reference from Exhibit 10.3 1 to the Company’s Registration Statement on Form S-1/A filed on October 1 3 , 2020) 10.30 Form of Allegro MicroSystems, Inc. 2020 Omnibus Incentive Compensation Plan (incorporated by reference from Exhibit 99.1 to the Company’s Registration Statement on Form S- 8 filed on October 30 , 2020) 10.31 Form of Restricted Stock Unit Agreement under Allegro MicroSystems, Inc. 2020 Omnibus Incentive Compensation Plan (Employees) 10.32 Form of Restricted Stock Unit Agreement under Allegro MicroSystems, Inc. 2020 Omnibus Incentive Compensation Plan (Board of Directors) (incorporated by reference from Exhibit 10.3 4 to the Company’s Registration Statement on Form S-1/A filed on October 21, 2020) 10.33 Form of Performance Stock Unit Agreement under Allegro MicroSystems, Inc. 2020 Omnibus Incentive Compensation Plan 10.34 Form of Allegro MicroSystems, Inc. 2020 Employee Stock Purchase Plan (incorporated by reference from Exhibit 99. 5 to the Company’s Registration Statement on Form S-8 filed on October 30, 2020) 10.35 Amended and Restated Severance Agreement, dated as of September 30, 2020, by and between Allegro MicroSystems, LLC, Allegro MicroSystems, Inc. and Ravi Vig (incorporated by reference from Exhibit 10.3 7 to the Company’s Registration Statement on Form S-1/A filed on October 1 3 , 2020) 10.36 Amended and Restated Severance Agreement, dated as of September 30, 2020, by and between Allegro MicroSystems, LLC, Allegro MicroSystems, Inc. and Paul V. Walsh, Jr. (incorporated by reference from Exhibit 10.3 8 to the Company’s Registration Statement on Form S-1/A filed on October 13 , 2020) 10.37 Amended and Restated Severance Agreement, dated as of September 30, 2020, by and between Allegro MicroSystems, LLC, Allegro MicroSystems, Inc. and Michael C. Doogue (incorporated by reference from Exhibit 10.3 9 to the Company’s Registration Statement on Form S-1/A filed on October 13 , 2020) 10.38 Amended and Restated Severance Agreement, dated as of September 30, 2020, by and between Allegro MicroSystems, LLC, Allegro MicroSystems, Inc. and Max R. Glover (incorporated by reference from Exhibit 10. 40 to the Company’s Registration Statement on Form S-1/A filed on October 13 , 2020) 124 10.39 Offer Letter, dated as of June 21, 2019, by and between Allegro MicroSystems, Inc. and Max R. Glover (incorporated by reference from Exhibit 10.4 1 to the Company’s Registration Statement on Form S-1/A filed on October 13 , 2020) 10.40 Allegro MicroSystems, Inc. Non-Employee Director Compensation Program (incorporated by reference from Exhibit 10.4 2 to the Company’s Registration Statement on Form S-1/A filed on October 21, 2020) 10.41 Form of Indemnification Agreement between Allegro MicroSystems, Inc. and its directors and officers (incorporated by reference from Exhibit 10.4 3 to the Company’s Registration Statement on Form S-1/A filed on October 21, 2020) 10.42 Term Loan Credit Agreement, dated as of September 30, 2020, by and between Allegro MicroSystems, Inc., Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and the other agents, arrangers and lenders party thereto (incorporated by reference from Exhibit 10.4 4 to the Company’s Registration Statement on Form S-1/A filed on October 13 , 2020) 10.43 Term Loan Security Agreement, dated as of September 30, 2020, by and between Allegro MicroSystems, Inc., the other grantors party thereto from time to time, and Credit Suisse AG, Cayman Islands Branch, as collateral agent (incorporated by reference from Exhibit 10.4 5 to the Company’s Registration Statement on Form S-1/A filed on October 1 3 , 2020) 10.44 Revolving Facility Credit Agreement, dated as of September 30, 2020, by and between Allegro MicroSystems, Inc., Mizuho Bank, Ltd., as administrative agent and collateral agent, and the other agents, arrangers and lenders party thereto (incorporated by reference from Exhibit 10.4 6 to the Company’s Registration Statement on Form S-1/A filed on October 13 , 2020) 10.45 Revolving Facility Security Agreement, dated as of September 30, 2020, by and between Allegro MicroSystems, Inc., the other grantors party thereto from time to time, and Mizuho Bank, Ltd., as collateral agent (incorporated by reference from Exhibit 10.4 7 to the Company’s Registration Statement on Form S-1/A filed on October 13 , 2020) 10.46 Form of Class A Share Repurchase Agreement (incorporated by reference from Exhibit 10.4 8 to the Company’s Registration Statement on Form S-1/A filed on October 13 , 2020) 10.47 Form of Class L Share Repurchase Agreement (incorporated by reference from Exhibit 10.4 9 to the Company’s Registration Statement on Form S-1/A filed on October 13 , 2020) 21.1 Subsidiaries of Allegro MicroSystems, Inc. 23.1 Consent of Grant Thornton LLP 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS Inline XBRL Instance Document. The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 125 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101 filed herewith) Item 16. Form 10-K Summary. None. 126 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 19, 2021. ALLEGRO MICROSYSTEMS, INC. By: /s/ Ravi Vig Ravi Vig Chief Executive Officer (Principal Executive Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and the capacities and on the dates indicated. Signature Title Date /s/ Ravi Vig President, Chief Executive Officer (Principal May 19, 2021 Ravi Vig Executive Officer) and Director /s/ Paul V. Walsh, Jr. Chief Financial Officer (Principal Financial and May 19, 2021 Paul V. Walsh, Jr. Accounting Officer) /s/ Yoshihiro (Zen) Suzuki Chairman of the Board of Directors May 19, 2021 Yoshihiro (Zen) Suzuki /s/ Andrew Dunn Director May 19, 2021 Andrew Dunn /s/ Noriharu Fujita Director May 19, 2021 Noriharu Fujita /s/ Reza Kazerounian Director May 19, 2021 Reza Kazerounian /s/ Christine King Director May 19, 2021 Christine King /s/ Richard Lury Director May 19, 2021 Richard Lury /s/ Joseph Martin Director May 19, 2021 Joseph Martin /s/ Paul Carl (Chip) Schorr IV Director May 19, 2021 Paul Carl (Chip) Schorr IV /s/ Hideo Takani Director May 19, 2021 Hideo Takani 127 Index to Consolidated Financial Statements Report of an Indep endent Re gi s tered Public Accounting Firm F-2 Consolidated Balance Sheets as of March 26, 2021 and March 27, 2020 F- 3 Consolidated Statements of Operations F- 4 Consolidated Statements of Comprehensive Income F- 5 Consolidated Statements in Changes of Equity F- 6 Consolidated Statements of Cash Flows F- 7 Notes to Consolidated Financial Statements F- 9 F-1 Report of Independent Public Accounting Firm Board of Directors and Stockholders Allegro MicroSystems, Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of Allegro MicroSystems, Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of March 26, 2021 and March 27, 2020, the related consolidated statements of operations, comprehensive income, changes in stockholders’ equity, and cash flows for each of the two years in the fiscal period ended March 26, 2021 and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 26, 2021 and March 27, 2020, and the results of its operations and its cash flows for each of the two years in the fiscal period ended March 26, 2021, in conformity with accounting principles generally accepted in the United States of America. Basis for opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2020. Boston, Massachusetts May 19, 2021 F-2 ALLEGRO MICROSYSTEMS, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except par value and share amounts) March 26, 2021 March 27, 2020 Assets Current assets: Cash and cash equivalents $ 197,214 $ 214,491 Restricted cash 6,661 5,385 Trade accounts receivable, net of allowances for doubtful accounts of $ 138 and $ 288 at March 26, 2021 and March 27, 2020, respectively 69,500 59,457 Trade and other accounts receivable due from related party 23,832 30,851 Accounts receivable - other 1,516 1,796 Inventories 87,498 127,227 Prepaid expenses and other current assets 18,374 9,014 Assets held for sale 25,969 — Total current assets 430,564 448,221 Property, plant and equipment, net 192,393 332,330 Deferred income tax assets 26,972 7,217 Goodwill 20,106 1,285 Intangible assets, net 36,366 19,958 Equity investment in related party 26,664 — Other assets, net 14,613 8,810 Total assets $ 747,678 $ 817,821 Liabilities, Non-Controlling Interest and Stockholders' Equity Current liabilities: Trade accounts payable $ 35,389 $ 20,762 Amounts due to related party 2,353 4,494 Accrued expenses and other current liabilities 78,932 56,855 Current portion of related party debt — 25,000 Bank lines-of-credit — 43,000 Total current liabilities 116,674 150,111 Obligations due under Senior Secured Credit Facilities 25,000 — Related party notes payable, less current portion — 17,700 Other long-term liabilities 19,133 15,878 Total liabilities 160,807 183,689 Commitments and contingencies (Note 15) Stockholders' Equity: Preferred Stock, $ 0.01 par value; 20,000,000 shares authorized, no shares issued or outstanding at March 26, 2021 and March 27, 2020 — — Common stock, $ 0.01 par value; 1,000,000,000 shares authorized, 189,588,161 shares issued and outstanding at March 26, 2021; no shares authorized, issued or outstanding at March 27, 2020 1,896 — Class A, $ 0.01 par value; No shares authorized, issued or outstanding at March 26, 2021; 12,500,000 shares authorized; 10,000,000 shares issued and outstanding at March 27, 2020 — 100 Class L, $ 0.01 par value; No shares authorized, issued or outstanding at March 26, 2021; 1,000,000 shares authorized; 622,470 shares issued and outstanding at March 27, 2020 — 6 Additional paid-in capital 592,170 458,697 Retained earnings 3,551 194,355 Accumulated other comprehensive loss ( 11,865 ) ( 19,976 ) Equity attributable to Allegro MicroSystems, Inc. 585,752 633,182 Non-controlling interests 1,119 950 Total stockholders' equity 586,871 634,132 Total liabilities, non-controlling interest and stockholders' equity $ 747,678 $ 817,821 The accompanying notes are an integral part of these consolidated financial statements. F-3 ALLEGRO MICROSYSTEMS, INC. Consolidated Statements of Operations (in thousands, except share and per share amounts) Fiscal Year Ended March 26, 2021 March 27, 2020 Net sales $ 486,546 $ 465,532 Net sales to related party 104,661 184,557 Total net sales 591,207 650,089 Cost of goods sold 312,305 388,813 Gross profit 278,902 261,276 Operating expenses: Research and development 108,649 102,052 Selling, general and administrative 153,476 106,396 Impairment of long-lived assets 7,119 — Change in fair value of contingent consideration ( 2,500 ) — Total operating expenses 266,744 208,448 Operating income 12,158 52,828 Other (expense) income: Loss on debt extinguishment ( 9,055 ) — Interest expense, net ( 2,603 ) ( 110 ) Foreign currency transaction (loss) gain ( 2,889 ) 1,391 Income in earnings of equity investment 1,413 — Other, net ( 475 ) ( 831 ) (Loss) income before income taxes ( 1,451 ) 53,278 Income tax (benefit) provision ( 19,552 ) 16,173 Net income 18,101 37,105 Net income attributable to non-controlling interests 148 134 Net income attributable to Allegro MicroSystems, Inc. $ 17,953 $ 36,971 Net income attributable to Allegro MicroSystems, Inc. per share (Note 16): Basic $ 0.22 $ 3.70 Diluted $ 0.10 $ 3.70 Weighted average shares outstanding: Basic 83,448,055 10,000,000 Diluted 176,416,645 10,000,000 The accompanying notes are an integral part of these consolidated financial statements. F-4 ALLEGRO MICROSYSTEMS, INC. Consolidated Statements of Comprehensive Income (in thousands) Fiscal Year Ended March 26, 2021 March 27, 2020 Net income $ 18,101 $ 37,105 Net income attributable to non-controlling interest 148 134 Net income attributable to Allegro MicroSystems, Inc. 17,953 36,971 Other comprehensive income (loss): Foreign currency translation adjustment 9,304 ( 3,153 ) Net actuarial loss amortization of net transition obligation and prior service costs related to defined benefit plans, net of tax of $ 391 and $ 233 in 2021 and 2020, respectively ( 1,172 ) ( 543 ) Total other comprehensive income (loss) 8,132 ( 3,696 ) Comprehensive income 26,085 33,275 Comprehensive income attributable to non-controlling interest ( 21 ) ( 2 ) Comprehensive income attributable to Allegro MicroSystems, Inc. $ 26,064 $ 33,273 The accompanying notes are an integral part of these consolidated financial statements. F-5 Consolidated Statements of Changes in Equity (in thousands, except share amounts) Common Stock, Class A Common Stock, Class L Preferred Stock Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Loss Non-controlling Interests Total Equity Shares Amount Shares Amount Shares Amount Shares Amount Balance at March 29, 2019 10,000,000 $ 100 607,620 $ 6 — $ — — $ — $ 447,762 $ 157,384 $ ( 16,278 ) $ 814 $ 589,788 Net income — — — — — — — — — 36,971 — 134 37,105 Issuance of Class L shares, net of forfeitures — — 14,850 — — — — — — — — — — Capital contribution — — — — — — — — 9,500 — — — 9,500 Stock-based compensation — — — — — — — — 1,435 — — — 1,435 Foreign currency translation adjustment — — — — — — — — — — ( 3,155 ) 2 ( 3,153 ) Net actuarial loss and amortization of net transition obligation and prior service costs related to defined benefit plans, net of tax — — — — — — — — — — ( 543 ) — ( 543 ) Balance at March 27, 2020 10,000,000 $ 100 622,470 $ 6 — $ — — $ — $ 458,697 $ 194,355 $ ( 19,976 ) $ 950 $ 634,132 Net income — — — — — — — — — 17,953 — 148 18,101 Issuance of Class L shares, net of forfeitures — — 15,828 — — — — — — — — — — Capitalization changes related to organizational structure of affiliates and direct and indirect interests in subsidiaries — — — — — — — — ( 19,165 ) — — — ( 19,165 ) Stock-based compensation — — — — — — 156,435 2 49,870 — — — 49,872 Issuance of common stock in connection with IPO, net of underwriting discounts and other offering costs — — — — — — 25,000,000 250 321,175 — — — 321,425 Conversion of Class A and Class L common stock into common stock in connection with the IPO ( 10,000,000 ) ( 100 ) ( 636,301 ) ( 6 ) — — 166,500,000 1,665 ( 1,559 ) — — — — Repurchase of Class A and Class L common stock to cover related taxes — — ( 1,997 ) — — — ( 2,068,274 ) ( 21 ) ( 27,686 ) — — — ( 27,707 ) Conversion of LTCIP/TRIP awards into restricted stock units in connection with the IPO — — — — — — — — 2,081 — — — 2,081 Cash dividend paid to holders of Class A common stock — — — — — — — — ( 191,243 ) ( 208,757 ) — — ( 400,000 ) Foreign currency translation adjustment — — — — — — — — — — 9,283 21 9,304 Net actuarial loss and amortization of net transition obligation and prior service costs related to defined benefit plans, net of tax — — — — — — — — — — ( 1,172 ) — ( 1,172 ) Balance at March 26, 2021 — $ — — $ — — $ — 189,588,161 $ 1,896 $ 592,170 $ 3,551 $ ( 11,865 ) $ 1,119 $ 586,871 The accompanying notes are an integral part of these consolidated financial statements. F-6 ALLEGRO MICROSYSTEMS, INC. Consolidated Statements of Cash Flows (in thousands) Fiscal Year Ended March 26, 2021 March 27, 2020 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 18,101 $ 37,105 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 48,307 64,048 Amortization of debt issuance costs 226 — Deferred income taxes ( 18,931 ) ( 4,909 ) Stock-based compensation 49,870 1,435 Loss on disposal of assets 269 698 Loss on debt extinguishment 9,055 — Change in fair value of contingent consideration ( 2,500 ) — Impairment of long-lived assets 7,119 — Provisions for inventory and bad debt 5,019 3,891 Changes in operating assets and liabilities: Trade accounts receivable ( 9,303 ) 16,441 Accounts receivable - other ( 28 ) 346 Inventories 7,641 346 Prepaid expenses and other assets ( 29,047 ) 2,629 Trade accounts payable 15,099 ( 3,122 ) Due to/from related parties 4,878 ( 23,946 ) Accrued expenses and other current and long-term liabilities 14,795 ( 13,543 ) Net cash provided by operating activities 120,570 81,419 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property, plant and equipment ( 40,673 ) ( 45,615 ) Acquisition of business, net of cash acquired ( 11,555 ) — Proceeds from sales of property, plant and equipment 318 3,936 Contribution of cash balances due to divestiture of subsidiary ( 16,335 ) — Net cash used in investing activities ( 68,245 ) ( 41,679 ) CASH FLOWS FROM FINANCING ACTIVITIES: Related party note receivable 51,377 30,000 Proceeds from initial public offering, net of underwriting discounts and other offering costs 321,425 — Payments for taxes related to net share settlement of equity awards ( 27,707 ) — Dividends paid ( 400,000 ) — Borrowings of senior secured debt, net of deferred financing costs 315,719 43,000 Repayment of senior secured debt ( 300,000 ) — Repayment of unsecured credit facilities ( 33,000 ) — Capital contribution — 9,500 Net cash (used in) provided by financing activities ( 72,186 ) 82,500 Effect of exchange rate changes on Cash and cash equivalents and Restricted cash 3,860 ( 5,621 ) Net (decrease) increase in Cash and cash equivalents and Restricted cash ( 16,001 ) 116,619 Cash and cash equivalents and Restricted cash at beginning of period 219,876 103,257 CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD: $ 203,875 $ 219,876 RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH: Cash and cash equivalents at beginning of period $ 214,491 $ 99,743 Restricted cash at beginning of period 5,385 3,514 Cash and cash equivalents and Restricted cash at beginning of period $ 219,876 $ 103,257 Cash and cash equivalents at end of period 197,214 214,491 Restricted cash at end of period 6,661 5,385 Cash and cash equivalents and Restricted cash at end of period $ 203,875 $ 219,876 F-7 ALLEGRO MICROSYSTEMS, INC. Consolidated Statements of Cash Flows (cont.) (in thousands) SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for interest $ 2,746 $ 2,448 Cash paid for income taxes $ 8,908 $ 15,873 Non-cash transactions: Changes in Trade accounts payable related to Property, plant and equipment, net $ ( 3,226 ) $ ( 1,542 ) Assets held for sale transferred from property, plant and equipment, net $ 25,969 $ — Loans to cover purchase of common stock under employee stock plan $ 171 $ 232 Deconsolidation related to the PSL Divestiture (Note 1) $ — $ — The accompanying notes are an integral part of these consolidated financial statements. F-8 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) 1. Nature of the Business and Basis of Presentation Allegro MicroSystems, Inc., together with its consolidated subsidiaries (“AMI” or the “Company”), is a global leader in designing, developing and manufacturing sensing and power solutions for motion control and energy-efficient systems in automotive and industrial markets. The Company was incorporated under the laws of Delaware on March 30, 2013 under the name of Sanken North America, Inc. (“SKNA”) as a wholly owned subsidiary of Sanken Electric Co., Ltd. (“Sanken”). In October 2017, Sanken sold 28.8 % of the common stock of SKNA to One Equity Partners (“OEP”). In April 2018, SKNA filed a certificate of amendment in the state of Delaware to change its name to Allegro MicroSystems, Inc. The Company is headquartered in Manchester, New Hampshire and has a global footprint with 16 locations across four continents. On November 2, 2020, the Company completed its Initial Public Offering (“IPO”) of 28,750,000 shares of its common stock at an offering price of $ 14.00 per share, of which 25,000,000 shares were sold by the Company and 3,750,000 shares were sold by selling stockholders, resulting in net proceeds to the Company of approximately $ 321,425 after deducting $ 20,125 of underwriting discounts and $ 8,450 of offering costs. The Company’s common stock is now listed on the Nasdaq Global Select Market under the ticker symbol “ALGM.” On March 28, 2020, the Company entered into an agreement to divest a majority of its ownership interest in Polar Semiconductor, Inc. (“PSL”) to Sanken, in order to better align with its fabless, asset-lite scalable manufacturing strategy (the “PSL Divestiture”). In order to affect this in-kind, non-cash transaction, Sanken contributed the forgiveness of the fair value of the entire related party notes payable of $ 42,700 owed to Sanken and the Company contributed the forgiveness of the fair value of $ 15,000 out of the $ 66,377 total debt owed by PSL to the Company, which was previously eliminated in consolidation. The entire net receivable balance of $ 51,377 plus accrued interest of $ 762 was repaid on October 14, 2020. Following the divestiture, Sanken held a 70 % majority share in PSL with the Company retaining a 30 % minority shareholder interest. The investment was recorded for the 30 %, totaling $ 25,250 at the divestiture date. Beginning with reporting periods on and after March 28, 2020, the investment is included on the Company’s balance sheet as an equity investment in a related party, including $ 1,413 of income earned during the year ended March 26, 2021. In addition, the difference between the fair value contributed by both parties at the consummation of this transaction and the book value was treated as an adjustment of capitalization changes related to organizational structure of affiliates and direct and indirect interests in subsidiaries within additional paid-in capital of $ 19,165 at March 26, 2021. This amount includes an estimated tax effect of $ 1,552 for the year ended March 26, 2021. On March 28, 2020, in connection with the divestiture described above, the Company also formally terminated its distribution agreement with Sanken to distribute Sanken’s products and entered into a transitional services agreement with PSL, which contracted with Sanken as its new channel for fulfillment of Sanken product sales in North America and Europe. Sanken will continue to provide distribution support for the Company’s products in Japan. See Note 19, “Related Party Transactions,” for further discussion. F-9 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) In accordance with the divestiture transactions noted above, the following non-cash assets and liabilities and related equity impacts attributable to the statement of cash flows are summarized below: March 28, 2020 Cash and cash equivalents $ ( 15,332 ) Restricted cash ( 1,013 ) Trade accounts receivable, net of allowances 37 Accounts receivable – other ( 308 ) Inventories ( 32,250 ) Prepaid expenses and other current assets ( 376 ) Property, plant and equipment, net ( 115,341 ) Related party note receivable 51,377 Equity investment in related party 25,462 Other assets, net 5,609 Trade accounts payable 4,176 Accrued expenses and other current liabilities 7,150 Current portion of related party debt 25,000 Bank lines-of-credit 10,000 Related party notes payable, less current portion 17,700 Other long-term liabilities ( 1,247 ) Additional paid-in capital 19,165 Impact of the COVID-19 Pandemic On March 11, 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization. The pandemic has resulted in governments around the world implementing increasingly stringent measures to help control the spread of the virus, including quarantines, “shelter in place” and “stay at home” orders, travel restrictions, business curtailments, school closures and other measures. In addition, governments and central banks in several parts of the world have enacted fiscal and monetary stimulus measures to counteract the impacts of the COVID-19 pandemic. The Company continues to monitor the rapidly evolving conditions and circumstances as well as guidance from international and domestic authorities, including public health authorities, and the Company may need to take additional actions based on their recommendations. There is considerable uncertainty regarding the impact on the Company’s business stemming from current measures and potential future measures that could restrict access to the Company’s facilities, limit manufacturing and support operations and place restrictions on the Company’s workforce and suppliers. The measures implemented by various authorities related to the COVID-19 pandemic have caused the Company to change its business practices, including those related to where employees work, the distance between employees in the Company’s facilities, limitations on the in-person meetings between employees and with customers, suppliers, service providers, and stakeholders, as well as restrictions on business travel to domestic and international locations or to attend trade shows, investor conferences and other events. The full extent to which the ongoing COVID-19 pandemic adversely affects the Company’s financial performance will depend on future developments, many of which are outside of the Company’s control, are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the pandemic, its severity, the effectiveness of actions to contain the virus or treat its impact and how quickly and to what extent normal economic and operating conditions can resume. The COVID-19 pandemic could also result in additional governmental restrictions and regulations, which could adversely affect the Company’s business and financial results. In addition, a recession, depression or other sustained adverse market impact resulting from COVID-19 could materially and adversely affect the Company’s business and its access to needed capital and liquidity. Even after the COVID-19 pandemic has lessened or subsided, the Company may continue to experience adverse impacts on its business and financial performance as a result of its global economic impact. F-10 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) The COVID-19 pandemic may also heighten other risks. For example, if the business impacts of COVID-19 are prolonged, this could cause the Company to recognize impairments for goodwill and certain long-lived assets including amortizable intangible assets. The Company has taken actions to mitigate its financial risk given the uncertainty in global markets caused by the COVID-19 pandemic. During the fourth quarter of fiscal year 2020, the Company borrowed $ 43,000 under its revolving credit facilities. The borrowing was made as part of the Company’s ongoing efforts to preserve financial flexibility in light of the current uncertainty in the global markets and related effects on the Company’s business resulting from the COVID-19 pandemic. In connection with entering into a new revolving credit facility on September 30, 2020, the Company used cash on hand to repay all amounts outstanding under the line of credit and terminated all commitments thereunder. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“the CARES Act”) was signed into law. The CARES Act contains numerous tax provisions including a correction to the applicable depreciation rates available in the original Tax Cuts and Jobs Act of 2017 (“TCJA”) for Qualified Improvement Property (“QIP”), temporarily establishes a five-year carryback period for current net operating losses (“NOL”), and contains a provision for deferred payment of 2020 employer payroll taxes. The Company currently estimates cash tax benefits of the NOL to be $ 9,069 . The QIP change is estimated to result in an incremental cash tax benefit of $ 1,680 . Additionally, the Company plans to defer payment of $ 2,766 of payroll taxes, with $ 1,383 to be paid back in the third quarter of fiscal year 2022 and the remainder in the third quarter of fiscal year 2023. Additional income tax provisions of the CARES Act are currently being evaluated and not expected to have material impacts. Financial Periods The Company’s fiscal year is the 52-week or 53-week period ending on the Friday closest to the last day in March. The Company’s 2021 fiscal year ended March 26, 2021 (“fiscal year 2021”) and 2020 fiscal year ended March 27, 2020 (“fiscal year 2020”) were 52-week periods. 2. Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated 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 consolidated financial statements and the reported amounts of net sales and expenses during the reporting period. Such estimates relate to useful lives of fixed and intangible assets, allowances for doubtful accounts and customer returns and sales allowances. Such estimates could also relate to the net realizable value of inventory, accrued liabilities, the valuation of stock-based awards, deferred tax valuation allowances, and other reserves. On an ongoing basis, management evaluates its estimates. Actual results could differ from those estimates, and such differences may be material to the consolidated financial statements. Reclassifications Certain reclassifications have been made to prior-period amounts to conform to current-period reporting classifications. The carrying value of assets held for sale related to the planned disposition of the Company’s AMTC Facility were reclassified from Property, plant and equipment, net to Assets held for sale in fiscal year 2021. Impairment of long-lived assets related to the Company’s Thailand-based facility (the “AMTC Facility”). The AMTC facility was reported separately in the consolidated financial statements during fiscal year 2021. Business Segment Information The Company operates in one segment which involves the design, development, production and distribution of various integrated circuits in various markets worldwide. The Company has a single, company-wide management team that administers all properties as a whole rather than as discrete operating segments. The chief operating decision maker, who is the Company’s chief executive officer, measures financial performance as a single enterprise and not on legal entity or end market basis. Throughout the year, the chief operating decision maker allocates capital resources on a project-by-project basis across the Company’s entire asset base to maximize profitability without regard to legal entity or end market basis. The F-11 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) Company operates in a number of countries throughout the world in a variety of product lines through its business unit structure. Foreign Currency Translation and Transactions The Company’s reporting currency is the U.S. Dollar. The financial statements of the Company’s foreign subsidiaries are translated from local currency into U.S. dollars using the current exchange rate at the balance sheet date for assets and liabilities, and the average exchange rate in effect during the period for net sales and expenses. The functional currency for the Company’s international subsidiaries is considered to be the local currency for each entity and, accordingly, translation adjustments for these entities are included as a component of accumulated other comprehensive loss in the Company’s consolidated balance sheets. Non-Controlling Interest The Company, through one of its wholly owned subsidiaries, established an affiliated entity in Philippines for the primary purpose of purchasing, selling, leasing, developing and otherwise managing real estate acquired by the Company in the Philippines. The Company owns 40 % of the equity interest in this entity and the remaining 60 % is held in a trust for the benefit of its employee retirement fund. The portion of the results of operations of this entity is shown as net income attributable to the non-controlling interest in the Company’s consolidated statements of operations for fiscal 2021 and 2020. Additionally, the cumulative portion of the results of operations of this entity along with the interest in the net assets is shown as a component of non-controlling interest in the Company’s consolidated balance sheets. Cash Equivalents and Restricted Cash The Company considers all highly liquid instruments with original maturities of three months or less at the time of acquisition to be cash equivalents. At March 26, 2021 and March 27, 2020, the Company maintained investments in an interest-bearing cash account. Because of the investment’s short term to maturity and the investment’s relative price insensitivity to changes in market interest rates, the Company notes that cost approximates fair value for this investment. As a result, there were no realized or unrealized gains or losses for the fiscal years ended March 26, 2021 and March 27, 2020. The Company has restricted cash, the use of which is restricted to the benefit of employees through a deferred compensation program. Fair Value of Financial Instruments Certain assets and liabilities are carried at fair value under GAAP. Fair value is the exchange price that would be received for an asset or paid to transfer a liability (at exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value, which are provided below: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs (other than Level 1 prices) such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or examination. The categorization of a financial instrument within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s cash equivalents and restricted cash are carried at fair values as determined according to the fair value hierarchy described above (see Note 5, “Fair Value Measurements”). The carrying value of accounts receivable, assets held for sale, notes receivables, accounts payable and accrued expenses approximate their respective fair value due to the short-term nature of these assets and liabilities. The carrying value of outstanding borrowings under the line of credit agreements approximates fair value as it bears interest at a rate approximating a market interest rate. F-12 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) Related party note receivable was classified as held-for-investment based on management’s intent and ability to hold the loan for the foreseeable future or to maturity. Loans held-for investment are carried at amortized cost and reduced by a valuation allowance for estimated credit losses, as necessary. The Company recognizes interest income on loans, including the amortization of discounts and premiums, loan fees paid and received, using the interest method. The interest method is applied on a loan-by-loan basis when collectability of the future payments is reasonably assured. Premiums and discounts are recognized as yield adjustments over the term of the related loans. A detailed description of fair value measurement of the assets of the non-U.S. defined benefit plan is included in Note 14, “Retirement Plans”. Trade accounts receivable, net A receivable is a right to consideration that is unconditional (i.e., only the passage of time is required before payment is due). Accounts receivables are presented net of an allowance for doubtful accounts, which is an estimate of amounts that may not be collectible. The Company manages the collectability of accounts receivable primarily through its review of the accounts receivable aging. When facts and circumstances dictate the collection of a specific invoice amount or the balance relating to a customer is in doubt, the Company assesses the impact on amounts recorded for doubtful accounts and, if necessary, records a charge in the fiscal period that such assessment is determined. Adjustments to the allowance for doubtful accounts are recorded as selling, general and administrative expenses in the consolidated statements of operations. Account balances are written off after all means of collection are exhausted and the potential for non-recovery is determined to be probable. Inventories Inventories are stated at the lower of cost or net realizable value, with cost being determined on a first-in, first-out basis. The Company records inventory provisions when conditions exist that suggest that inventory may be in excess of anticipated demand, is obsolete based upon expected future demand for products and market conditions, or quality related rejections. These provisions are reported as a reduction to raw materials and supplies, work in process and finished goods. The Company regularly evaluates the ability to realize the value of inventory based on a combination of factors, including historical usage rates, forecasted sales or usage, and product end of life dates. Assumptions used in determining management’s estimates of future product demand may prove to be incorrect, in which case the provision required for excess and obsolete inventory would have to be adjusted in the future. Although the Company performs a detailed review of its forecasts of future product demand, any significant unanticipated changes in demand could have a significant impact on the value of the Company’s inventory and reported operating results. Assets Held for Sale The Company classifies assets as held for sale when all of the following are met: (i) management has committed to a plan to sell the assets; (ii) the assets are available for immediate sale in their present condition; (iii) an active program to locate a buyer has been initiated; (iv) it is probable that a sale will occur within one year; (v) the assets are being actively marketed for sale at a price that is reasonable in relation to their current fair value; and (vi) it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. If all held for sale criteria are met, the assets are reclassified and presented separately in the consolidated balance sheets as assets held for sale at the lower of the carrying value or the fair value, less cost to sell, and no longer depreciated or amortized. During the fourth quarter of fiscal year 2021, the Company entered into an agreement to sell the AMTC Facility in connection with its previously announced back-end facility consolidation plan. The AMTC Facility met the criteria to be classified as held for sale, and the Company was required to record these assets at the lower of carrying value or fair value less any costs to sell based on the agreed-upon sales price. The sale of the AMTC Facility is expected to close within the calendar year, subject to government approvals in Thailand and customary closing conditions. Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ equity as a reduction of the additional paid-in capital generated as a result of the offering. As of March 26, 2021 and March 27, 2020, the Company had no deferred offering costs. F-13 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) Property, Plant and Equipment, Net Property, plant and equipment, net, including improvements that significantly add to productive capacity or extend useful life, are stated at historical cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The Company capitalizes interest on certain projects with long-term construction periods. Maintenance and repairs expenditures are charged to expense as incurred. Estimated useful lives of the respective property, plant and equipment assets are as follows: Asset Useful Life Buildings 31 years Building improvements Economic life of the building improvements Leasehold improvements The shorter of the remaining term of the lease or estimated useful life Machinery and equipment 3 - 10 years Office equipment 3 years Intangible assets, net Intangible assets, net primarily consist of capitalized costs to acquire and defend patent and trademark related awards. In addition, the Company holds technology, customer relationships, and non-compete agreements. The Company’s intangible assets are amortized using the straight-line method over their estimated useful lives, ranging from three to ten years . Impairment of Long-Lived Assets Long-lived assets consist of property, plant and equipment, finite-lived intangibles, such as patents and customer relationships and indefinite-lived intangible assets such as process technology and trademarks. Property, plant and equipment and finite-lived assets are tested for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. If such assets are not impaired, but their useful lives have decreased, the remaining net book value is amortized over the revised useful life. Indefinite-lived intangible assets are reviewed for impairment at least annually or whenever events or changes in circumstances indicate that it is more likely than not that the asset is impaired. The impairment test consists of a comparison of the fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The Company has elected the first business day of the fourth quarter of its fiscal year as the annual impairment testing date. The results of the annual impairment test did not indicate any impairments of indefinite-lived intangible assets for fiscal years 2021 and 2020. The Company considered the current and expected future economic and market conditions surrounding the COVID-19 pandemic and concluded that there was a triggering event during the fourth quarter of fiscal year 2020. As a result, management performed an impairment evaluation of its long-lived asset balances as of March 27, 2020. This did not lead to the Company recording an impairment charge at that time. The full extent to which COVID-19 will impact the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of the virus and the actions to contain or treat its impact. In the fourth quarter of fiscal year 2020, the Company initiated a process to conclude its operations at the AMTC facility with the intention of selling the AMTC Facility. On March 3, 2021, the Company entered into a definitive agreement to sell its AMTC facility for approximately $ 30,000 before fees and expenses. As a result of the execution of the definitive agreement, the Company reclassified the AMTC assets within its “Property, plant and equipment, net” to “Assets held for sale” and incurred an impairment charge to the book value of those assets of $ 7,119 in its fiscal fourth quarter ended March 26, 2021. F-14 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) Goodwill Goodwill represents the excess purchase price over the estimated fair value of net assets acquired as of the acquisition date. The Company tests goodwill for impairment on an annual basis on the first business day of the fourth quarter or more frequently if there are indicators of impairment. Events that could indicate impairment and trigger an interim impairment assessment include, but are not limited to, current economic and market conditions, including a decline in market capitalization, a significant adverse change in legal factors, business climate, operational performance of the business or key personnel, and an adverse action or assessment by a regulator. The Company has determined that there is one reporting unit for purposes of testing goodwill for impairment. In testing goodwill for impairment, the Company has the option to first consider qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. Such qualitative factors include industry and market considerations, economic conditions, entity-specific financial performance and other events, such as changes in management, strategy and primary customer base. If based on the Company’s qualitative assessment it is more likely than not that the fair value of the reporting unit is less than its carrying amount, quantitative impairment testing is required. However, if the Company concludes otherwise, quantitative impairment testing is not required. The results of the Company’s qualitative goodwill impairment test performed on the first business day of fourth quarter for fiscal year 2021 and fiscal year 2020 did not indicate any impairments. Product Warranties The Company provides warranties on its products to its customers, generally for one year from the date of shipment and in limited cases for longer periods. In the event of a failure of a product covered by these warranties, the Company must repair or replace the product or, if those remedies are insufficient, and at the discretion of the Company, provide a refund. In limited cases, the Company warrants its products to include significant liability beyond the cost of repairing or replacing the product or refunding the sales price of the product. The Company periodically assesses the adequacy of the warranty reserve and adjusts the amount as necessary. If there is a material increase in the rate of customer claims, or the Company’s estimates of probable losses relating to specifically identified warranty exposures are inaccurate, the Company may need to record a charge against future cost of goods sold. There were minimal costs accrued in the fiscal years ended March 26, 2021 and March 27, 2020. Deferred Rent The Company records rent expense on a straight-line basis using a constant periodic rate over the term of its lease agreements. The excess of the cumulative rent expense incurred over the cumulative amounts due under the lease agreements is deferred and recognized over the term of the leases. Leasehold improvement reimbursements from landlords are recorded as deferred rent and amortized as reductions to lease expense over the lease term. Revenue Recognition Effective March 30 , 2019, the Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09” or “ASC 606”) using the modified retrospective method. ASC 606 superseded the guidance of Revenue Recognition (Topic 605) formerly followed by the Company. The adoption of ASC 606 had no impact on the Company’s consolidated financial statements. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. The Company expects the new standard to be immaterial to net income on an ongoing basis. Under the guidance of ASC 606, revenue is recognized when transfer of control to the customer occurs in an amount reflecting the consideration that the Company expects to be entitled. In order to achieve this core principle, the Company applies the following five step approach: (1) Identify the contract with a customer —The Company considers customer purchase orders, which in some cases are governed by master agreements, to be customer contracts. A contract exists when it is approved by both parties, each party’s rights and obligations are identified, payment terms are known, customer has the ability and intent to pay and the contract has commercial substance. The Company uses judgement in determining the customer’s ability and intent to pay, which is based on factors such as the customer’s historical payment experience or, for new customers, credit and financial information pertaining to the customers. F-15 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) (2) Identify the performance obligations in the contract —Performance obligations are identified as products and services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the product or service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the products or services is separately identifiable from other promises in the contract. Substantially, all of the Company’s contracts with customers contain single performance obligation, such as the sale of mixed-signal integrated circuit products or the sale of wafer fabricators. (3) Determine the transaction price —The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring products to the customer. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that no significant future reversal of cumulative revenue under the contract will occur. (4) Allocate the transaction price to the performance obligations in the contract —If the contract contains a single performance obligation, the entire transaction price is allocated to that performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligations based on a relative standalone selling price (“SSP”). (5) Recognize revenue when a performance obligation is satisfied —Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs point in time at shipment. Sales channels The Company sells products globally through its direct sales force, third party distributors, independent sales representatives and consignment. The Company records revenue based on the amount of any discounted arrangement fee. When the Company transacts with a distributor, its contractual arrangement is with the distributor and not with the end customer. Whether the Company transacts business with and receives the order from a distributor or directly from an end customer, its revenue recognition policy and resulting pattern of revenue recognition for the order are the same. The Company also uses independent sales representatives to assist in the sales process with certain customers. Sales representatives are not distributors. If a sales representative is engaged in the sales process, the Company receives the order directly from and sells the products directly to the end customer. The Company pays a commission to the sales representative, calculated as a percentage of the related customer payment. Sales representatives commissions are recorded as expenses when incurred and are classified as sales and marketing expenses in the Company’s consolidated statements of operations. For the consignment arrangements with distributors, delivery occurs and revenue is recognized when the distributor pulls product from consignment inventory that it is stored at designated distributor locations. Recognition is not contingent upon resale of the products to the distributors’ customers. Until the products are pulled for use or sale by the distributor, the Company retains control over the products’ disposition, including the right to pull back or relocate the products. Variable consideration Variable consideration includes sales in which the amount of consideration that the Company will receive is unknown as of the end of a reporting period. Such consideration primarily includes limited price protection provisions provided to distributors, sales under agreements that allow rights of return, referred to as stock rotation, provided to distributors, discounts and credits provided to distributors and returns provisions offered to direct customers. The Company estimates potential future returns, credits and sales allowances based on historical data from prior sales returns and credits issued and changes in product sales to customers. Practical expedients elected The Company elected certain practical expedients with the adoption of the new revenue recognition standard. Revenue recognized is adjusted based on allowances, which are prepared on a portfolio basis using a most likely amount methodology. The length of time between revenue recognition and payment is not significant under any of the Company’s payment terms. However, if the period between revenue recognition and when the customer pays is one year or less, the Company elected not to account for the significant financing component. F-16 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) Other Revenue Recognition Policies Prior to the end of fiscal year 2020, the Company acted as a distributor of Sanken products in North America, South America and Europe. The Company evaluated whether it is acting as the principal (i.e., report net sales on a gross basis) or agent (i.e. report net sales on a net basis) in these transactions. In doing so, the Company evaluated whether it controls the good or service before it is transferred to the customer. If the Company controls the good or service before it is transferred to the customer, it is acting as principal in the transaction. Generally, the Company controls the promised products before transferring the products to the customer and act as the principal to the transaction, therefore the Company recognizes net sales gross. Shipping and handling activities are not considered a contract performance obligation. The Company records shipping and handling costs billed to customers as revenue with offsetting costs recorded as cost of sale. Contract Assets and Contract Liabilities Contract assets and contract liabilities (deferred revenue) are reported net at the contract level for each reporting period. Contract assets typically result from contracts when revenue recognized exceeds the amount billed to the customer, and right to payment is not just subject to the passage of time. Contract assets are transferred to accounts receivable when the rights become unconditional. The Company had no contract assets at March 26, 2021 and March 27, 2020. Contract Liabilities (Deferred Revenue)—Deferred revenue typically results from billings in excess of revenues recognized and relate to products shipped near the end of the reporting period for which the required revenue recognition criteria were not met. The Company had no contract liabilities at March 26, 2021 and March 27, 2020. Contract costs Following the Company’s adoption of ASC 606, certain costs, such as cost to obtain a contract or cost to fulfill a contract are required to be capitalized. The Company has immaterial contract costs, as such, no amounts were capitalized at March 26, 2021 and March 27, 2020. Stock-Based Compensation The Company recognizes compensation costs for all stock-based compensation awards made to employees based upon the awards’ grant-date fair value. The Company estimates the fair value of stock-based compensation awards granted using a discounted cash flow model to determine the fair value of the awards. Stock-based compensation expense is recognized evenly over the vesting period. The Company accounts for forfeitures as they occur. Determining the fair value of the stock-based compensation awards at the grant date requires judgment, including estimating the expected life of the stock awards and the volatility of the underlying market-based and projected future cash flow assumptions. Any changes to those estimates that the Company makes from time to time may have a significant impact on the stock-based compensation expense recorded and could materially impact the Company’s results of operations. Pension Obligations The Company, through its subsidiaries, has various foreign defined benefit plans as well as U.S. defined contribution plans. Accredited independent actuaries calculate related plan assets, liabilities and expenses. The Company is required to make certain assumptions to assign value to the plan assets and liabilities. These assumptions are reviewed annually, based on current plan information and consultations with independent investment advisors and actuaries. The selection of assumptions requires a high degree of judgment and may materially change from period to period. The Company does not offer other defined benefits associated with postretirement benefit plans other than pensions. The Company recognizes the funded status of a benefit plan on its consolidated balance sheets and recognizes gains, losses and prior service cost or credits that arise during the period that are not recognized as components of net periodic benefit cost as a component of other comprehensive income, net of tax. In addition, the Company measures defined benefit plan assets and obligations as of the date of the employer’s fiscal year-end consolidated balance sheets and discloses in the notes to the consolidated financial statements the gains or losses, prior service costs or credits and transition asset or obligation. F-17 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial statement and tax basis of assets and liabilities, as measured by enacted tax rates anticipated to be in effect when these differences are expected to reverse. This method also requires the recognition of future tax benefits to the extent that realization of such benefits is more likely than not. Deferred tax expense or benefit is the result of changes in the deferred tax assets and liabilities. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized, a valuation allowance is established. The Company recognizes a liability for potential payments of taxes to various tax authorities related to uncertain tax positions and other tax matters. The recorded liability is based on a determination of whether and how much of a tax benefit taken by the Company in its tax filings or positions is “more likely than not” to be realized. The amount of the benefit that may be recognized in the consolidated financial statements is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. To the extent that the assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. The Company establishes a liability, which is included in other long-term liabilities in the consolidated balance sheets, for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These liabilities are established when the Company believes that certain positions might be challenged despite the Company’s belief that the tax return positions are fully supportable. The recorded liability is adjusted considering changes in the facts and circumstances. The provision for income taxes includes the impact of the recorded liability and changes thereto. The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax provision in the consolidated statements of operations. Accrued interest and penalties are included in accrued income taxes in the consolidated balance sheets. Except for our AMTC Facility, all undistributed earnings of our foreign subsidiaries are permanently reinvested. Accordingly, the Company does not provide for U.S. income taxes on such undistributed earnings. Advertising Costs Advertising costs are expensed, as incurred, as a component of sales expense. Advertising expense was $ 331 and $ 273 in fiscal years 2021 and 2020, respectively. Net Income Per Share The Company computes net income per share in accordance with ASC 260, Earnings Per Share (“ASC 260”). Basic net income per share is computed by dividing net income attributable to shareholders of the Company by the weighted-average number of common shares outstanding during the reporting period. Diluted net income per share is computed similarly to basic net income per share, except that it includes the potential dilution that could occur if dilutive securities were exercised. Information about potentially dilutive and antidilutive shares for the reporting period is provided in Note 16, “Net Income per Share.” As the Company maintained two classes of Common stock (Class A and Class L) in fiscal year 2020, earnings per basic and diluted shares were calculated under the two-class method. The two-class method includes an earnings allocation formula that determines earnings per share for each participating security according to dividends declared on undistributed earnings for the period. Earnings per diluted share is computed on the basis of the weighted-average number of common shares outstanding during the period plus the dilutive effect of any potential common shares outstanding during the period using the more dilutive of the two-class method or another dilutive method. For the fiscal years ended March 27, 2020, the Company did not allocate income to the Class L shares 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. Concentrations of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents with financial institutions, which management believes to be of a high credit quality. To manage credit risk related to accounts receivables, the F-18 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) Company evaluates its creditworthiness of its customers and maintains allowances, to the extend necessary, for potential credit losses based upon the aging of its accounts receivable balances and known collection issues. The Company has not experienced any significant credit losses to date. As of March 26, 2021 and March 27, 2020, Sanken accounted for 22.7 % a nd 33.8 % of the Company’s outstanding trade accounts receivable, net, respectively, including related party trade accounts receivable. No other customers accounted for 10% or more of outstanding trade accounts receivable, net as of such dates. For the fiscal years ended March 26, 2021 and March 27, 2020, Sanken accounted fo r 17.7 % and 28.4 % of total net sales, respectively. No other customers accounted for 10% or more of total net sales for any of these periods. During the fiscal year ended March 26, 2021, sales from customers located outside of the United States in the aggregate accounted for 86.1 % of the Company’s total net sales, with Japan accounting for 17.7 %, Greater China accounting for 26.6 % and South Korea accounting for 10.5 %. No other countries accounted for greater than 10.0% of total net sales for the fiscal year ended March 26, 2021. During the fiscal year ended March 27, 2020, sales from customers located outside of the United States accounted in the aggregate for 81.7 % of the Company’s total net sales, with Japan accounting for 28.4 % and Greater China accounting for 18.7 %. No other countries accounted for greater than 10.0% of total net sales for the fiscal year ended March 27, 2020. Recently Adopted Accounting Standards The Company qualifies as “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to “opt in” to the extended transition related to complying with new or revised accounting standards, which means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company will adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and will do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company may choose to early adopt any new or revised accounting standards whenever such early adoption is permitted for nonpublic companies. In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-13, “Fair Value Measurement” (“ASU 2018-13”), which modifies the disclosure requirements on fair value measurements in Topic 820, Fair Value Measurement, regarding transfers between levels of financial instruments, amounts of unrealized gains and losses included in other comprehensive (loss) income for Level 3 fair value measurements and the information used to determine the fair value of Level 3 fair value measurements. The Company adopted the disclosure requirements of this standard update on December 26, 2020 and determined that there was no material impact to its consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Topic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans” (“ASU 2018-14”), which modifies the disclosure requirements for defined benefit pension plans and other post-retirement plans. The Company adopted ASU 2018-14 retrospectively on December 26, 2020 and determined that the disclosure requirements had no material impact to its consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”). ASU 2019-1 2 simplifies the accounting for income taxes by removing certain exceptions for intraperiod tax allocations and deferred tax liabilities for equity method investments and adds guidance on whether a step-up in tax basis of goodwill relates to a business combination or a separate transaction. The Company adopted this standard update on December 26, 2020 and determined that there was no material impact to its consolidated financial statements and related disclosures. In January 2020, the FASB issued ASU No. 2020-01, “Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)” (“ASU 2020-01”), which addresses accounting for the transition into and out of the equity method and provides clarification of the interaction of rules for equity securities, the equity method of accounting, and forward contracts and purchase options on certain types of securities. The Company adopted this standard update on December 26, 2020 and determined that there was no material impact to its consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”) to provide temporary optional expedients and exceptions to the contract modifications, hedge relationships, and other transactions affected by reference rate reform if F-19 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) certain criteria are met. This ASU, which was effective for all entities upon issuance on March 12, 2020 and may be applied through December 31, 2022, is applicable to all contracts and hedging relationships that reference the London Interbank Offered Rate (“LIBOR”) or any other reference rate expected to be discontinue d. The Company has assessed the potential impact of ASU 2020-04 and determined that the standard update would have no material impact to its consolidated financial statements due to the Company’s option to use an alternative rate other than LIBOR on its senior secured credit facilities. The utilization of another allowable interest rate would be commensurate with LIBOR and would not preclude the need to modify or cancel its current financing arrangements. Recently Issued Accounting Standards Not Yet Adopted In February 2016, the FASB issued its new lease accounting guidance in ASU 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). Topic 842 and all subsequent amendments requires lessees to recognize the following for all leases, with the exception of short-term leases if an accounting policy election is made, at the lease commencement date: a lease liability, which is the lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lease expense is recognized in the income statement in a manner similar to current U.S. GAAP. Lessees will no longer be provided with a source of off-balance sheet financing. The new lease standard also requires entities to disclose key quantitative and qualitative information about its leasing arrangements. The Company will adopt the new lease standard on March 27, 2021 using the optional transition method to the modified retrospective approach. Under this transition provision, the Company will not apply the new lease standard to comparative periods presented or provide the incremental disclosure requirements for periods before the Company’s adoption of Topic 842. The Company has identified and evaluated its lease population, including leases embedded within service arrangement, and is currently finalizing business processes and controls to support the ongoing recognition and disclosure requirements after adoption. The Company has also implemented a new software to manage the lease portfolio and perform the accounting required under Topic 842. The Company does not expect the adoption of the new lease standard to have a significant impact on its consolidated statements of operations and cash flows. However, the Company expects that the ad option of the new lease standard will result in the recognition of right-of-use lease assets and lease liabilities between $ 16.6 million and $ 20.6 million as of March 27, 2021. In June 2016, the FASB issued ASU No. 2016-13, “Measurement of Credit Losses on Financial Instruments” (“ASU 2016-13”), which adds an impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. The ASU is also intended to reduce the complexity by decreasing the number of credit impairment models that entities use to account for debt instruments. ASU 2016-03, along with its subsequent clarifications, was effective for public companies beginning after December 15 , 2019. The Company is evaluating the new guidance and the expected effect on its consolidated financial statements and related disclosures. In November 2019, the FASB issued ASU No. 2019-10 delaying the effective date for all entities. For public entities, this guidance was effective for annual periods beginning after December 15, 2019 , including interim periods within those fiscal years. For nonpublic entities, this guidance is effective for annual periods beginning after December 15, 2022, including interim periods within those fiscal years. 3. Acquisition On August 28, 2020, the Company closed on its purchase of Voxtel, Inc. (“Voxtel”), a privately-held technology company located in Beaverton, Oregon that develops, manufactures and supplies photonic and advanced 3D imaging technologies (the “Acquisition”). The total preliminary purchase price was $ 34,980 , including certain earn-outs that have a potential payout of $ 15,000 . The fair value of these earn-outs at acquisition date was $ 7,300 . The Acquisition has been accounted for as a business combination and, in accordance with ASC 805, Business Combinations , the Company has recorded the assets acquired and liabilities assumed at their respective fair values as of the date of the Acquisition. The allocation of purchase consideration to assets and liabilities is not yet finalized. The preliminary allocation of the purchase price was based upon a preliminary valuation, and the Company’s estimates and assumptions are subject to change within the measurement period (up to one year from the acquisition date). The primary areas of the preliminary purchase price allocation that are not yet finalized are the determination of the tax basis of certain assets and liabilities, the determination of certain tax carry forwards, and residual goodwill. The preliminary fair values of the assets acquired and liabilities assumed by major class of the acquisition of Voxtel were recognized as follows : F-20 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) Estimated fair value of consideration: Base purchase price $ 27,680 Contingent consideration 7,300 Total estimated fair value of consideration $ 34,980 Estimated fair value of assets acquired and liabilities assumed: Net working capital $ 4,064 Property and equipment 57 Finite-life intangible assets 13,600 Indefinite-life intangible assets 2,400 Deferred tax liability ( 3,843 ) Goodwill 18,702 Allocated purchase price $ 34,980 The significant intangible assets identified in the preliminary purchase price allocation discussed above include completed technology, in-process research and development, customer relationships and trademarks. Completed technology, customer relationships and trademarks are amortized over their respective useful lives on a straight-line basis. An estimated fair value of $ 2,400 was assigned to acquired in-process research and development costs with an indefinite life. Amortization of completed technology is included within cost of goods sold, and amortization of customer relationships and trademarks is included within selling, general and administrative expense. To value the completed technology and the in-process research and development assets, the Company utilized the income approach, specifically a discounted cash flow method known as the multi-period excess earnings method. Customer relationships represent the underlying relationships with certain customers to provide ongoing services for products sold. The Company utilized the income approach, specifically the distribution method, a subset of the excess-earnings method, to value the customer relationships and trademarks. The following table presents the estimated fair values and useful lives of the identifiable finite-life intangible assets acquired: Useful Life Fair value Completed technology 12 years $ 13,100 Customer relationships 6 years 300 Trademarks 5 years 200 $ 13,600 Goodwill was recognized as the excess purchase price over the fair value of the net assets acquired. The goodwill reflects the value of the synergies the Company expects to realize and the assembled workforce. Goodwill from the Acquisition is included within the Company’s one reporting unit and is included in the Company’s enterprise-level annual review for impairment. Goodwill resulting from the Acquisition is not deductible for tax purposes. The revenues were $ 1,235 and loss of $ 4,998 before income taxes from the Acquisition to the Company’s consolidated results for the year ended March 26, 2021. The Company has not presented pro forma results of operations for the Acquisition because it is not material to the Company's consolidated results of operations, financial position, or cash flows. 4. Revenue from Contracts with Customers The Company generates revenue from the sale of magnetic sensor integrated circuits (“ICs”), application-specific analog power semiconductors, wafer foundry products and from the sale of Sanken related products. The following tables summarize net sales disaggregated by core end market and application, by product and by geography for the fiscal years ended March 26, 2021 and March 27, 2020. The categorization of net sales by core end market and application is determined using various characteristics of the product and the application into which the Company’s product will be incorporated. The categorization of net sales by geography is determined based on the location the products are being shipped to. F-21 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) Net sales by core end market and application: Fiscal Year Ended March 26, 2021 March 27, 2020 Core end market: Automotive $ 398,298 $ 395,277 Industrial 94,872 78,399 Other 98,037 68,622 Other applications: Wafer foundry products — 72,370 Distribution of Sanken products — 35,421 Total net sales $ 591,207 $ 650,089 Net sales by product: Fiscal Year Ended March 26, 2021 March 27, 2020 Power integrated circuits (“PIC”) $ 203,600 $ 165,911 Magnetic sensors (“MS”) 386,372 376,387 Photonics 1,235 — Wafer foundry products — 72,370 Distribution of Sanken products — 35,421 Total net sales $ 591,207 $ 650,089 Net sales by geography: Fiscal Year Ended March 26, 2021 March 27, 2020 Americas: United States $ 82,165 $ 119,139 Other Americas 16,558 20,883 EMEA: Europe 103,128 110,126 Asia: Japan 104,661 184,557 Greater China 157,546 121,807 South Korea 62,075 54,707 Other Asia 65,074 38,870 Total net sales $ 591,207 $ 650,089 The Company recognizes sales net of returns, credits issued, price protection adjustments and stock rotation rights. At March 26, 2021 and March 27, 2020, these adjustments were $ 15,412 and $ 17,473 , respectively, and were netted against trade accounts receivable in the consolidated balance sheets. These amounts represent activity of income and charges of $ 2,061 and $ 423 , respectively, for the fiscal years ended March 26, 2021 and March 27, 2020, respectively. Unsatisfied performance obligations primarily represent contracts for products with future delivery dates. The Company elected not to disclose the amount of unsatisfied performance obligations as these contracts have original expected durations of less than one year. F-22 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) 5. Fair Value Measurements The following tables present information about the Company’s financial assets and liabilities as of March 26, 2021 and March 27, 2020 measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values: Fair Value Measurement at March 26, 2021 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market fund deposits $ 16,327 $ — $ — $ 16,327 Restricted cash: Money market fund deposits 6,661 — — 6,661 Total assets $ 22,988 $ — $ — $ 22,988 Liabilities: Other long-term liabilities: Contingent consideration $ — $ — $ 4,800 $ 4,800 Total liabilities $ — $ — $ 4,800 $ 4,800 Fair Value Measurement at March 27, 2020 Using: Level 1 Level 2 Level 3 Total Assets: Cash equivalents: Money market fund deposits $ 46,337 $ — $ — $ 46,337 Restricted cash: Money market fund deposits 5,385 — — 5,385 Total assets $ 51,722 $ — $ — $ 51,722 The following table shows the change in fair value of Level 3 contingent consideration: Level 3 Contingent Consideration Balance at March 27, 2020 $ — Purchase price contingent consideration (Note 3) 7,300 Change in fair value of contingent consideration ( 2,500 ) Balance at March 26, 2021 $ 4,800 Assets and liabilities measured at fair value on a recurring basis also consist of marketable securities, unit investment trust funds, loans, bonds, stock and other investments which are the Company’s defined benefit plan assets. Fair value information for those assets and liabilities, including their classification in the fair value hierarchy, is included in Note 14, “Retirement Plans.” In connection with the Acquisition discussed in Note 3, “Acquisition,” the Company is required to make contingent payments, subject to the entity achieving certain sales and revenue thresholds. The contingent consideration payments are up to $ 15,000 . The fair value of the liabilities for the contingent payments recognized upon the Acquisition as part of the purchase accounting opening balance sheet totaled $ 7,300 and was estimated by discounting to present value the probability-weighted contingent payments expected to be made. Assumptions used in this calculation were units sold, expected revenue, discount rate and various probability factors. The ultimate settlement of contingent consideration could deviate from current estimates based on the actual results of these financial measures. This liability is considered to be a Level 3 financial liability that is re-measured each reporting period. The change in fair value of contingent consideration for the Acquisition is included in change in fair value of contingent consideration in the consolidated statements of operations. During the fourth quarter, the Company determined that certain sales and revenue thresholds were less likely to be met for Voxtel as a result of its remeasurement exercise and updated associated forecasted data. The fair value adjustment of F-23 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) $ 2,500 is recorded within operating cash flows as it represents the change in the fair value of the consideration liability that is less than the amount of the contingent consideration liability recognized at the acquisition date. During the fiscal years ended March 26, 2021 and March 27, 2020, there were no transfers between Level 1, Level 2 and Level 3. 6. Trade Accounts Receivable, net Trade accounts receivable, net (including related party trade accounts receivable) consisted of the following: March 26, 2021 March 27, 2020 Trade accounts receivable $ 108,546 $ 107,223 Less: Allowance for doubtful accounts ( 138 ) ( 288 ) Returns and sales allowances ( 15,274 ) ( 17,185 ) Related party trade accounts receivable ( 23,634 ) ( 30,293 ) Total $ 69,500 $ 59,457 Changes in the Company’s allowance for doubtful accounts and returns and sales allowances were as follows: Description Allowance for Doubtful Accounts Returns and Sales Allowances Total Balance at March 29, 2019 $ 412 $ 17,607 $ 18,019 Charged to costs and expenses or revenue 262 118,719 118,981 Write-offs, net of recoveries ( 386 ) ( 119,141 ) ( 119,527 ) Balance at March 27, 2020 288 17,185 17,473 Charged to costs and expenses or revenue ( 150 ) 147,026 146,876 Write-offs, net of recoveries — ( 148,937 ) ( 148,937 ) Balance at March 26, 2021 $ 138 $ 15,274 $ 15,412 7. Inventories Inventories include material, labor and overhead and consisted of the following: March 26, 2021 March 27, 2020 Raw materials and supplies $ 9,629 $ 12,411 Work in process 50,095 87,606 Finished goods 27,774 24,659 Finished goods – consigned — 2,551 Total $ 87,498 $ 127,227 In connection with the Acquisition, the Company acquired inventory with a stepped-up basi s of $ 3,120 , for which $ 1,083 w as on-hand at March 26, 2021. The Company recorded inventory provisions totaling $ 4,464 and $ 3,345 for the years ended March 26, 2021 and March 27, 2020, respectively. F-24 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) 8. Property, Plant and Equipment, net Property, plant and equipment, net is stated at cost, and consisted of the following: March 26, 2021 March 27, 2020 Land $ 16,602 $ 27,898 Buildings, building improvements and leasehold improvements 56,911 150,402 Machinery and equipment 491,025 694,215 Office equipment 6,281 7,517 Construction in progress 29,201 27,919 Total 600,020 907,951 Less accumulated depreciation ( 407,627 ) ( 575,621 ) Total $ 192,393 $ 332,330 The Company retired $ 63 and $ 9,418 of fully depreciated assets during the fiscal years ended March 26, 2021 and March 27, 2020, respectively. Total depreciation expense amounted to $ 44,845 and $ 62,118 for the fiscal years ended March 26, 2021 and March 27, 2020, respectively. Long-lived assets include property, plant and equipment and related deposits on such assets, and capitalized tooling costs. The geographic locations of the Company's long-lived assets, net, based on physical location of the assets, as of March 26, 2021 and March 27, 2020 are as follows: March 26, 2021 March 27, 2020 United States $ 36,529 $ 152,536 Philippines 148,374 106,618 Thailand 1,698 62,380 Other 7,190 12,112 Total $ 193,791 $ 333,646 Amortization of prepaid tooling costs amounted to $ 130 and $ 125 for the fiscal years ended March 26, 2021 and March 27, 2020, respectively. 9. Goodwill and Intangible Assets The table below summarizes the changes in the carrying amount of goodwill as follows: Total Balance at March 29, 2019 $ 1,336 Currency translation ( 51 ) Balance at March 27, 2020 $ 1,285 Goodwill arising from acquisition 18,702 Currency translation 119 Balance at March 26, 2021 $ 20,106 F-25 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) Intangible assets, net is as follows: March 26, 2021 Description Gross Accumulated Amortization Net Carrying Amount Weighted- Average Lives Patents $ 32,751 $ 12,307 $ 20,444 10 years Customer relationships 6,193 5,865 328 9 years Process technology 13,100 651 12,449 12 years Indefinite-lived and legacy process technology 4,050 1,650 2,400 Trademarks 200 24 176 5 years Legacy trademarks 627 58 569 Other 32 32 — Total $ 56,953 $ 20,587 $ 36,366 March 27, 2020 Description Gross Accumulated Amortization Net Carrying Amount Weighted- Average Lives Patents $ 29,115 $ 9,834 $ 19,281 10 years Customer relationships 5,462 5,335 127 9 years Process technology 1,650 1,650 — Legacy trademarks 608 58 550 Other 32 32 — Total $ 36,867 $ 16,909 $ 19,958 As summarized in Note 3, “Acquisition,” the Company completed the Acquisition during the fiscal year ended March 26, 2021. The Company paid an amount of $ 34,980 to acquire Voxtel, which represents its fair value on that date. Any excess of the Acquisition consideration over the fair value of the assets acquired and liabilities assumed was allocated to goodwill, which amounted to $ 18,702 . As a result of the Acquisition, the Company recorded finite-life intangible assets of $ 13,600 , the types and lives of which are detailed in the above-referenced financial note. In addition, as a result of the Acquisition, the Company recorded indefinite-life intangible assets of $ 2,400 . Intangible assets amortization expense was $ 3,332 and $ 1,805 for the fiscal years ended March 26, 2021 and March 27, 2020, respectively. The majority of the Company’s intangible assets are related to patents as noted above. The Company capitalizes external legal costs incurred in the defense of its patents when it believes that a significant, discernible increase in value will result from the defense and a successful outcome of the legal action is probable. When the Company capitalizes patent defense costs it amortizes these costs over the remaining estimated useful life of the patent, which is generally ten years . There were no such costs capitalized during either of the fiscal years 2021 or 2020. As of March 26, 2021, annual amortization expense of intangible assets for the next five fiscal years is expected to be as follows: 2022 $ 3,423 2023 3,271 2024 3,153 2025 2,956 2026 2,741 Thereafter 20,822 Total $ 36,366 F-26 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) 10. Accrued Expenses and Other Current Liabilities The composition of accrued expenses and other current liabilities is as follows: March 26, 2021 March 27, 2020 Accrued management incentive (LTCIP) $ 58 $ 11,488 Accrued management incentive (non-LTCIP) 21,480 6,273 Accrued salaries and wages 15,060 12,069 Base acquisition purchase price due 14,588 — Deposits on AMTC facility 14,531 — Accrued vacation 5,739 7,146 Accrued severance 572 6,065 Accrued professional fees 2,029 4,036 Accrued income taxes 514 3,408 Accrued utilities 623 1,114 Other current liabilities 3,738 5,256 Total $ 78,932 $ 56,855 11. Management Long-Term Cash Incentive Plan On August 28, 2015 the Company’s Board of Directors approved a Long-Term Cash Incentive Plan (“LTCIP”) for certain employees. Under the LTCIP, employees receive cash payments upon achievement of certain performance metrics determined based on a three-year rolling performance period. The Company had executed individual agreements with employees to pay certain incentives upon achievement of the plan conditions at the end of each three-year performance period. In connection with its IPO, the Company offered certain employees (excluding its named executive officers) who were eligible to receive cash bonuses under the Company’s LTCIP and/or Talent Retention Incentive Program (as amended, the “TRIP”) the opportunity to elect to receive restricted stock units (“RSUs”) under its 2020 Omnibus Incentive Compensation Plan in lieu of cash payouts under the LTCIP and/or TRIP, through the LTCIP/TRIP Award RSU Conversion Program (the “RSU Conversion Program”). The expense related to the LTCIP and TRIP awards elected to be exchanged in the RSU Conversion Program amounted to $ 607 and $ 421 , respectively. The number of RSUs granted to employees that elected to participate in the RSU Conversion Program is determined as a percentage of the employee’s target bonus under the LTCIP or TRIP, and amounted to 602,490 and 348,911 RSUs on behalf of the LTCIP and TRIP conversion, respectively, at a grant date fair value of $ 14.00 . If an employee elected not to to participate in the RSU Conversion Program, the LTCIP or TRIP award will continue under its existing terms and conditions. The accrual activity, payments, removal due to divestitures and balances related to the LTCIP are as follows: Description Current Liabilities Long-Term Liabilities Balance at March 29, 2019 $ 17,115 $ 11,104 Reclassification 9,707 ( 9,706 ) Payments ( 17,836 ) — Accruals 2,502 6,759 Balance at March 27, 2020 11,488 2,439 Reclassification 1,004 ( 1,004 ) Payments ( 11,267 ) ( 111 ) RSU conversion ( 640 ) — Removal due to divestiture ( 378 ) ( 398 ) Accruals ( 149 ) ( 668 ) Balance at March 26, 2021 $ 58 $ 258 F-27 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) The current and long-term portion of the liabilities associated with the LTCIP is included within accrued expenses and other current liabilities and other long-term liabilities in the Company’s consolidated balance sheets, respectively. 12. Debt and Other Borrowings Components of Debt The following is a summary of obligations under the Company’s Senior Secured Credit Facilities and other borrowings at March 26, 2021 and March 27, 2020: March 26, 2021 March 27, 2020 Senior Secured Term Loan $ 25,000 $ — Unsecured Revolving Credit Facilities — 43,000 Total Debt 25,000 43,000 Less debt payable within one year — 43,000 Debt payable after one year $ 25,000 $ — As of March 26, 2021, the principal maturities of debt obligations outstanding of $ 25,000 are due for repayment in fiscal year 2028. Senior Secured Credit Facilities: On September 30, 2020, the Company entered into a term loan credit agreement with Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent, and the other agents, arrangers and lenders party thereto, providing for a $ 325,000 senior secured term loan facility due in fiscal year 2028 (the “Term Loan Facility”). On September 30, 2020, the Company also entered into a revolving facility credit agreement with Mizuho Bank, Ltd., as administrative agent and collateral agent, and the other agents, arrangers and lenders party thereto, providing for a $ 50,000 senior secured revolving credit facility expiring in 2023 (the “Revolving Credit Facility” and, together with the Term Loan Facility, the “Senior Secured Credit Facilities”). The Revolving Credit Facility is secured by a lien on the same collateral and on the same basis as the Term Loan Facility. Interest on the Term Loan Facility is calculated at LIBOR plus 3.75 % to 4.00 % based on the Company’s net leverage ratio, and LIBOR is subject to a 0.5 % floor. The Company’s outstanding borrowings bore an interest rate of 4.25 % at March 26, 2021. The Company had no outstanding borrowings on the Revolving Credit Facility at March 26, 2021. In connection with entering into the Revolving Credit Facility, the Company used cash on hand to repay all prior amounts outstanding under AML’s $ 25,000 and $ 8,000 line-of-credit agreements and terminated all commitments thereunder. Included in the Term Loan Facility were deferred financing costs of $ 9,374 , which the Company has deducted from the carrying amount presented on its consolidated balance sheet and amortized into interest expense or recognized as loss on debt extinguishment. Included in the Revolving Credit Facility were deferred financing costs of $ 300 , which the Company classified the related short-term and long-term portions within “Prepaid expenses and other current assets” and “Other assets” on its consolidated balance sheet and is amortizing those costs over the term of the facility. The unamortized portion of the deferred financing costs associated with the Revolving Credit Facility was $ 249 a t March 26, 2021 . On November 25, 2020, the Company repaid $ 300,000 of the outstanding $ 325,000 Term Loan Facility using proceeds from the Company’s recently completed IPO. The repayment was accounted for as a debt extinguishment in accordance with provisions of ASC Topic 470-50, Debt Modifications and Extinguishments. The Company recognized a loss on partial debt extinguishment of $ 9,055 which was included within “Other (expense) income” in the consolidated statements of operations for the year ended March 26, 2021. The loss on debt extinguishment consisted of the unamortized balances of previously deferred original issue discount (“OID”) and debt issuance costs which the Company wrote off. F-28 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) Unsecured Revolving Credit Facilities: On January 22, 2019, the Company, through its subsidiaries, entered into a revolving line-of-credit agreement, with a financial institution, that provided for a maximum borrowing capacity of $ 25,000 . The revolving line-of-credit bore interest at LIBOR on the day of the advance plus a 0.4 % spread payable upon maturity of the draws, and expires on January 22, 2021. During fiscal year 2021, the Company borrowed $ 25,000 under the revolving line-of-credit. As of March 27, 2020, the Company had a $ 25,000 outstanding balance under the revolving line-of-credit agreement with an original repayment date of June 19, 2020 at an interest rate of 1.7 %. In the first quarter of fiscal 2021, repayment of the $ 25,000 borrowings under the revolving line-of-credit was extended to December 18, 2020. The revolving line of credit was secured, for a one-year period, by a non-refundable fee of $ 25 that w as paid to the financial institution. In connection with entering into a new revolving credit facility on September 30, 2020, the Company used cash on hand to repay all amounts outstanding under the line-of-credit and terminated all commitments thereunder. On March 27, 2006, the Company, through its PSL subsidiary, entered into a revolving line-of-credit agreement, with a financial institution, that provides for a maximum borrowing capacity of $ 10,000 . The revolving line-of-credit bore interest at LIBOR on the day of the advance plus 1.0 % spread payable upon maturity of the draws and was guaranteed by Sanken. Under the terms of the revolving line-of-credit agreement, the principal was due at various times during fiscal year 2021. During fiscal year 2020, the Company borrowed $ 10,000 under the revolving line of credit. As of March 27, 2020, the Company had a $ 10,000 outstanding balance under the revolving line-of-credit agreement maturing on September 16, 2020, at an interest rate of 2.5 %. On March 28, 2020, in conjunction with the PSL Divestiture, the debt was deconsolidated. On December 5, 2001, the Company, through its subsidiaries, entered into a line-of-credit agreement with a financial institution that provides for a maximum borrowing capacity of $ 8,000 . On March 18, 2020, the Company borrowed $ 8,000 under the line-of-credit. As of March 27, 2020, the Company had an $ 8,000 outstanding balance under the line-of-credit agreement maturing on June 18, 2020 at an interest rate of 1.9 %. In the first quarter of fiscal 2021, repayment of the $ 8,000 borrowings under the line-of-credit was extended to December 21, 2020. In connection with entering into a new revolving credit facility on September 30, 2020, the Company used cash on hand to repay all amounts outstanding under the line-of-credit and terminated all commitments thereunder. On November 26, 2019, t he Company, through its subsidiaries, entered into a line-of-credit agreement with a financial institution that provides for a maximum borrowing capacity of 60,000 Philippine pesos (approximately $ 1,233 at March 26, 2021) at the bank’s prevailing interest rate. The line-of-credit is due to expire on August 31, 2021. There were no borrowings outstanding under this line-of-credit as of March 26, 2021 and March 27, 2020. On Nove mber 20, 2019, the Company, through its subsidiaries, entered into a line-of-credit agreement with a financial institution that provides for a maximum capacity of 75,000 Philippine pesos (approximately $ 1,541 at March 26, 2021) at the bank’s prevailing interest rate. The line-of-credit is due to expire on June 30, 2021. There were no borrowings outstanding under this line-of-credit as of March 26, 2021 and March 27, 2020. Given the continued uncertainty surrounding COVID-19, during the month of March 2020, the Company executed a $ 43,000 drawdown of the majority of its remaining available lines-of-credit under its existing agreements, as noted above. The Company took this action as a precautionary measure to increase its cash position and help maintain financial flexibility. The proceeds from the drawdown were used for working capital, general corporate or other purposes during the COVID-19 pandemic into fiscal year 2021. F-29 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) 13. Other Long-Term Liabilities The composition of other long-term liabilities is as follows: March 26, 2021 March 27, 2020 Accrued management incentive (LTCIP) $ 258 $ 2,439 Accrued management incentive (non-LTCIP) 370 2,304 Accrued retirement 10,656 8,005 Accrued contingent consideration 4,800 — Provision for uncertain tax positions (net) 2,774 2,855 Other 275 275 Total $ 19,133 $ 15,878 14. Retirement Plans The Company recognizes the funded status (i.e., the difference between the fair value of plan assets and the benefit obligations) of its defined benefit pension plans in its consolidated balance sheets with a corresponding adjustment to accumulated other comprehensive income (“AOCI”), net of tax. These amounts will continue to be recognized as a component of future net periodic benefit costs consistent with the Company’s past practice. Further, actuarial gains and losses and prior service costs that arise in future periods and are not recognized as net periodic benefit costs in the same periods will be recognized as a component of other comprehensive income. Those amounts will also be recognized as a component of future net periodic benefit costs consistent with the Company’s past practice. The Company uses a measurement date for its defined benefit pension plans and other postretirement benefit plans that is equivalent to its fiscal year-end. Plan Descriptions Non-U.S. Defined Benefit Plan The Company, through its wholly owned subsidiary, Allegro MicroSystems Philippines, Inc. (“AMPI”), has a defined benefit pension plan, which is a noncontributory plan that covers substantially all employees of the respective subsidiary. The plan’s assets are invested in common trust funds, bonds and other debt instruments and stocks. Effect on the consolidated statements of operations Expense related to the non-U.S. defined benefit plan was as follows: Fiscal Year Ended March 26, 2021 March 27, 2020 Service cost $ 1,454 $ 961 Interest cost 628 674 Expected return on plan assets ( 299 ) ( 331 ) Amortization of net transition asset ( 1 ) ( 14 ) Amortization of prior service cost 8 8 Actuarial loss 179 96 Net periodic pension expense $ 1,969 $ 1,394 F-30 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) Changes in the benefit obligations and plan assets for the non-U.S. defined benefit plan were as follows: Fiscal Year Ended March 26, 2021 March 27, 2020 Obligation and funded status of plan: Benefit obligation at beginning of year $ 12,595 $ 10,840 Service cost 1,454 961 Interest cost 628 674 Benefits paid ( 633 ) ( 938 ) Actuarial loss 2,502 690 Foreign currency exchange rate changes 634 368 Benefit obligation at end of year $ 17,180 $ 12,595 Change in plan assets: Fair value of plan assets at beginning of year $ 5,579 $ 5,171 Actual return on plan assets 1,421 434 Employer contributions 981 932 Benefits paid ( 595 ) ( 1,130 ) Foreign currency exchange rate changes 258 172 Fair value of plan assets at end of year $ 7,644 $ 5,579 Underfunded status at end of year $ ( 9,536 ) $ ( 7,016 ) The underfunded plan amounts are recognized as a component of other long-term liabilities in the consolidated balance sheets. The following table presents the obligations and asset information for the non-U.S. defined benefit plan that has a projected benefit obligation in excess of plan assets: Fiscal Year Ended March 26, 2021 March 27, 2020 Projected benefit obligations $ 17,180 $ 12,595 Plan assets 7,644 5,579 Accumulated benefit obligations 10,353 7,818 F-31 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) The amounts recorded in AOCI for the non-U.S. defined benefit plan for the fiscal years ended March 26, 2021 and March 27, 2020 are further detailed below: Net Transition Obligation (Asset) Net Actuarial Loss Prior Service Costs Total Balance, March 29, 2019, net of tax $ 75 $ 1,617 11 $ 1,703 2020 change in AOCI for non-U.S. defined benefit plan 244 1,264 ( 3 ) 1,505 Amounts in AOCI before tax 319 2,881 8 3,208 Less tax expense 95 864 3 962 Balance, March 27, 2020, net of tax 224 2,017 5 2,246 2021 change in AOCI for non-U.S. defined benefit plan 74 2,242 ( 4 ) 2,312 Amounts in AOCI before tax 298 4,259 1 4,558 Less tax expense 74 1,066 — 1,140 Balance, March 26, 2021, net of tax $ 224 $ 3,193 $ 1 $ 3,418 There is no actuarial net gain or loss included in AOCI as of March 26, 2021 that is expected to be amortized into net periodic benefit cost over the next fiscal year. As of March 26, 2021, the Company does not expect a return of plan assets during the next 12 months. Assumptions and Investment Policies Weighted-Average Assumptions Used to Determine Projected Benefit Obligation March 26, 2021 March 27, 2020 Non-U.S. assumed discount rate 4.00 % 4.98 % Non-U.S. rate of compensation increase 5.00 % 5.00 % Weighted-Average Assumptions Used to Determine Net Periodic Benefit Cost March 26, 2021 March 27, 2020 Non-U.S. assumed discount rate 4.00 % 4.98 % Non-U.S. expected long-term return on plan assets 4.20 % 5.20 % Non-U.S. rate of compensation increase 5.00 % 5.00 % Information on Plan Assets The table below sets forth the fair value of the entity’s plan assets as of March 26, 2021 and March 27, 2020, using the same three-level hierarchy of fair value inputs described in Note 2, “Summary of Significant Accounting Policies”: F-32 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) Fair Value at March 26, 2021 Level 1 Level 2 Level 3 Assets of non-U.S. defined benefit plan: Government securities $ 1,646 $ 1,646 $ — $ — Unit investment trust fund 1,221 — 1,221 — Loans 584 — — 584 Bonds 1,112 — 1,112 — Stocks and other investments 3,081 1,947 1 1,133 Total $ 7,644 $ 3,593 $ 2,334 $ 1,717 Fair Value at March 27, 2020 Level 1 Level 2 Level 3 Assets of non-U.S. defined benefit plan: Government securities $ 1,260 $ 1,260 $ — $ — Unit investment trust fund 897 — 897 — Loans 756 — — 756 Bonds 1,094 — 1,094 — Stocks and other investments 1,572 1,207 1 364 Total $ 5,579 $ 2,467 $ 1,992 $ 1,120 The following table shows the change in fair value of Level 3 plan assets for the fiscal years ended March 26, 2021 and March 27, 2020: Level 3 Non-U.S. Defined Plan Assets Loans Stocks Balance at March 29, 2019 $ 760 $ 353 Additions during the year 271 — Redemptions during the year ( 300 ) — Change in foreign currency exchange rates 25 11 Balance at March 27, 2020 $ 756 $ 364 Additions during the year 325 — Redemptions during the year ( 531 ) — Revaluation of equity securities — 753 Change in foreign currency exchange rates 34 16 Balance at March 26, 2021 $ 584 $ 1,133 The investments in the Company’s major benefit plans largely consist of low-cost, broad-market index funds to mitigate risks of concentration within the market sectors. In recent years, the Company’s investment policy has shifted toward a closer matching of the interest-rate sensitivity of the plan assets and liabilities. The appropriate mix of equity and bond investments is determined primarily through the use of detailed asset-liability modeling studies that look to balance the impact of changes in the discount rate against the need to provide asset growth to cover future service cost. The Company, through its wholly-owned subsidiary, Allegro MicroSystems, LLC’s (“AML”), non-U.S. defined benefit plan, has added a greater proportion of fixed income securities with return characteristics that are more closely aligned with changes in liabilities caused by discount rate volatility. There are no significant restrictions on the amount or nature of the investments that may be acquired or held by the plans. F-33 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) Cash Flows During the fiscal years ended March 26, 2021 and March 27, 2020, the Company contributed approximately $ 986 and $ 943 to its non-U.S. pension plan, respectively. The Company expects to contribute approximately $ 943 to its non-U.S. pension plan in fiscal year 2022. Estimated Future Benefit Payments The following table projects the benefits expected to be paid to participants from the plans in each of the following fiscal years. The majority of the payments will be paid from plan assets, not company assets. Pension Benefits 2022 $ 1,436 2023 1,575 2024 927 2025 995 2026 980 Thereafter 7,786 Total $ 13,699 Other Defined Benefit Plan In December 1993, the Company commenced with a rollover pension promise agreement (“Pension Promise”) to offer a then European employee an insured annuity upon their retirement at age 65. The employee was the only eligible participant of the Pension Promise. The impact associated with the expense and related other income with the Pension Promise was insignificant in fiscal years 2021 and 2020, respectively. The total values of the Pension Promise in the amounts o f 928 an d 903 British Pounds Sterling at March 26, 2021 and March 27, 2020, respectively (approximate ly $ 1,272 and $ 978 at March 26, 2021 and March 27, 2020, respectively), were classified with other in other assets, net and accrued retirement in other long-term liabilities in the Company’s consolidated balance sheets. Defined Contribution Plan Eligible AML U.S. employees may contribute up to 50 % of their pretax compensation to a defined contribution plan, subject to certain limitations, and AML may match, at its discretion, 100 % of the participants’ pretax contributions, up to a maximum of 5 % of their eligible compensation. Matching contributions by AML totaled $ 3,687 and $ 3,792 for the fiscal years ended March 26, 2021 and March 27, 2020, respectively. The Company, through its AML subsidiary, Allegro MicroSystems Europe, Ltd. (“Allegro Europe”), also has a defined contribution plan (the “AME Plan”) covering substantially all employees of Allegro Europe. Contributions to the AME Plan by the Company totaled approximatel y $ 507 and $ 372 for the fiscal years ended March 26, 2021 and March 27, 2020, respectively. The Company has a 401(k) plan that covers all employees meeting certain service and age requirements. Employees are eligible to participate in the plan upon hire when the service and age requirements are met. Employees may contribute up to 35 % of their compensation, subject to the maximum contribution allowed by the Internal Revenue Service (“IRS”). All employees are 100 % vested in their contributions at the time of plan entry. As of January 1, 2008, and until January 1, 2015, the Company’s former wholly-owned subsidiary, PSL, adopted and used a Safe Harbor provision, whereby PSL contributed 3 % of compensation each pay period for all eligible employees meeting the Safe Harbor criteria. As of January 1, 2015, PSL may match, at its discretion, 100 % of the employee’s contribution, up to a maximum of 5 % of their eligible compensation. PSL’s matching contributions were $ 1,828 for the fiscal year ended March 27, 2020. F-34 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) 15. Commitments and Contingencies Operating Leases The Company, through its subsidiaries, leases certain real estate property and equipment under operating lease agreements that expire at various dates between one and eleven years . The leases generally require the Company to pay for utilities, insurance, taxes and maintenance. Some leases contain escalation clauses, renewal options and purchase options. Future minimum lease payments for noncancelable operating leases as of March 26, 2021 are as follows: 2022 $ 2,887 2023 2,726 2024 2,644 2025 2,172 2026 1,773 Thereafter 3,713 Total $ 15,915 Rent expense was $ 4,385 and $ 5,456 for the fiscal years ended March 26, 2021 and March 27, 2020, respectively. The Company enters into noncancelable contractual obligations with suppliers related to the purchase of certain inventory components, equipment and other services that require minimum firm purchase commitments. Future minimum payments under purchase obligations with suppliers as of March 26, 2021 totaled $ 41,757 , which are all expected to be procured in fiscal year 2022. Insurance The Company, through its subsidiaries, utilizes self-insured employee health programs for employees in the United States. The Company records estimated liabilities for its self-insured health programs based on information provided by the third-party plan administrators, historical claims experience and expected costs of claims incurred but not reported. The Company monitors its estimated liabilities on a quarterly basis. As facts change, it may become necessary to make adjustments that could be material to the Company’s consolidated financial position and results of operations. The accrued liability related to self-insurance wa s $ 1,518 and $ 1,841 as of March 26, 2021 and March 27, 2020, respectively, and was included in accrued expenses and other current liabilities in the Company’s consolidated balance sheets. Legal proceedings The Company is subject to various legal proceedings and claims, the outcomes of which are subject to significant uncertainty. The Company records an accrual for legal contingencies when it is determined that it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In making such determinations, the Company evaluates, among other things, the degree of probability of an unfavorable outcome and, when it is probable that a liability has been incurred, and the ability to make a reasonable estimate of the loss. If the occurrence of liability is probable, the Company will disclose the nature of the contingency, and if estimable, will provide the likely amount of such loss or range of loss. Furthermore, the Company does not believe there are any matters that could have a material adverse effect on financial position, results of operations or cash flows. Indemnification From time to time, the Company has agreed to indemnify and hold harmless certain customers for potential allegations of infringement of intellectual property rights and patents arising from the use of its products. To date, the Company has not incurred any costs in connection with such indemnification arrangements; therefore, there was no accrual of such amounts at March 26, 2021 or March 27, 2020. Environmental Matters The Company establishes accrued liabilities for environmental matters when it is probable that a liability has been incurred, and the amount of the liability can be reasonably estimated. If the contingency is resolved for an amount greater or F-35 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) less than the accrual, or the Company’s share of the contingency increases or decreases or other assumptions relevant to the development of the estimate were to change, the Company would recognize an additional expense or benefit in the consolidated statements of operations during the period such determination was made. No environmental accruals were established at March 26, 2021 or March 27, 2020. 16. Net 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”). Additional detailed discussion is included in Note 17, “Common Stock and Stock-Based Compensation.” Prior to the Company’s IPO, Class A shares 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 attributable to the Class A stockholders for computing basic and diluted earnings per share for the fiscal year ended March 27, 2020, 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 fiscal year ended March 27, 2020. 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. Fiscal Year Ended March 26, 2021 March 27, 2020 Net income attributable to Allegro MicroSystems, Inc. $ 17,953 $ 36,971 Net income attributable to common stockholders 18,101 37,105 Basic weighted average common shares 83,448,055 10,000,000 Dilutive effect of common stock equivalents 92,968,590 — Diluted weighted average common shares 176,416,645 10,000,000 Basic net income attributable to Allegro MicroSystems, Inc. per share $ 0.22 $ 3.70 Basic net income attributable to common stockholders per share $ 0.22 $ 3.71 Diluted net income attributable to Allegro MicroSystems, Inc. per share $ 0.10 $ 3.70 Diluted net income attributable to common stockholders per share $ 0.10 $ 3.71 The computed net income per share for the fiscal years ended March 26, 2021 and March 27, 2020 does not assume conversion of securities that would have an antidilutive effect on income per share. There were 273 RSUs excluded for fiscal year ended March 26, 2021 as conversion of such securities would have an antidilutive effect on income per share. There were no such convertible securities to consider for the fiscal year ended March 27, 2020. The following represents issued and issuable weighted average share information for the respective periods: Fiscal Year Ended March 26, 2021 March 27, 2020 Restricted stock units 308,811 — Performance stock units 218,678 — Employee stock purchase plan 2,914 — Shares related to Common Stock Conversion 92,438,187 — Total 92,968,590 — F-36 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) 17. Common Stock and Stock-Based Compensation On November 2, 2020 the Company closed its IPO of 28,750,000 shares of its common stock at an offering price of $ 14.00 per share, of which 25,000,000 shares were sold by the Company and 3,750,000 shares were sold by selling stockholders, resulting in net proceeds to the Company of approximately $ 321,425 , after deducting $ 20,125 of underwriting discounts and $ 8,450 of estimated offering costs. The Company’s common stock is now listed on the Nasdaq Global Select Market under the ticker symbol “ALGM.” Prior to the IPO, the Company had two classes of common stock, Class A common stock and Class L common stock. The Company’s Board of Directors authorized 12,500,000 shares of Class A common stock at par value of $ 0.01 , out of which the Company issued 6,720,000 to Sanken in exchange for its previous common shares. The previous single class of common stock was retired in full. The Company sold 2,880,000 of newly-issued shares of Class A common stock, representing a 28.8 % ownership interest, to OEP SKNA, L.P. (the “OEP Investor”) for cash consideration of $ 291,000 . The stock issuance proceeds were recorded net of $ 9,260 of related transaction costs. The Company’s Board of Directors authorized 1,000,000 shares of Class L common stock at a par value of $ 0.01 . Both Class A and Class L common stock were entitled to dividends, when, and if declared by the Board of Directors. Holders of shares of Class A common stock were 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 were split between holders of shares of Class A common stock and Class L common stock based on the achievement of certain return targets. Concurrent with the issuance of the Term Loan Facility on September 30, 2020 (as defined in Note 12, “Debt and Other Borrowings”), the Company paid a cash dividend in the aggregate amount of $ 400,000 to holders of the Company’s Class A common stock. Each outstanding share of Class A common stock entitled the holder to one vote on each matter submitted to a vote of the stockholders of the Company, including the election of the Board of Directors. Holders of Class L common stock were not entitled to vote. In the event of voluntary or involuntary liquidation, dissolution or winding-up of the Company, any amounts available for distribution by the Company were to be paid to the holders of Class A common stock and Class L common stock, as if such distribution were a dividend paid, factoring in the priorities as described above. Upon the earliest of (i) an IPO; (ii) change of control; (iii) the date OEP and its affiliates cease to own any shares of capital stock of the Company; or (iv) at the election of the Board of Directors, any merger transaction involving the Company or its subsidiaries, each outstanding share of Class L common stock would convert into Class A common stock. Also, in connection with the OEP transaction, the Company granted 400,000 unvested Class A shares and 597,400 of unvested Class L shares to certain Company employees. The Class A shares vest to the grantees over a service period of 60 months. However, they remain subject to the Company’s repurchase right at par value in the event that either (i) a change in control has not occurred or (ii) the Company has not consummated an IPO by the seventh anniversary of the OEP transaction. As of March 27, 2020, the Company was not able to determine whether such a change in control or IPO was probable, and therefore no amount of stock-based compensation was recognized for the unvested shares of Class A common stock at that time. As a result of the Company’s IPO closing on November 2, 2020, the unvested shares of Class A common stock immediately become vested and the Company recognized $ 40,440 of one-time stock-based compensation ( 400,000 shares to management at $ 101.10 per share) at that time. The Class L unvested shares vested on a straight-line basis over a service period of four years . Class L unvested shares had no other vesting conditions. If an IPO occurred, 25 % of the unvested awards would accelerate vesting if 25 % or more of the awards are unvested at the time of the IPO. If a change in control occurs, 100 % of the then unvested awards would accelerate vesting. Accordingly, based on the Company’s IPO closing on November 2, 2020, the Company accelerated the vesting of the 25 % unvested awards at that time. Prior to the IPO, the Company issued 17,203 shares of Class L common stock with a weighted average price per share of $ 33.83 during fiscal 2021 and issued 30,300 shares of Class L common stock with a weighted average price per share of $ 26.93 during fiscal 2020. On October 2, 2020, the Company repurchased an aggregate of 1,997 shares of its Class L common stock from certain of its directors and one of its non-executive employees for an aggregate purchase price of $ 408 in connection with, (i) in the case of such directors, the settlement of certain outstanding promissory notes issued by the Company to such directors, and F-37 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) (ii) in the case of such non-executive employee, to satisfy certain withholding tax obligations triggered by the vesting of such shares in accordance with the terms of the applicable award agreement. Immediately following the pricing of the IPO on November 2, 2020, 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. 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, 2,066,468 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, to withhold to cover tax transactions. Outstanding loan amounts related to Class L common stock in the aggregate amount of $ 753 were extinguished on October 2, 2020. The following table presents the respective number of shares of common stock and unvested restricted common stock issued in the Common Stock Conversion. The number of shares of common stock and unvested restricted common stock issuable are based upon the vesting provisions of the outstanding shares and reflect the shares vested and unvested at the date of conversion. Shares of Common Stock Shares of Unvested Restricted Common Stock Total Shares of Common Stock Class A common stock 156,155,403 — 156,155,403 Class L common stock 7,816,614 459,749 8,276,363 Total 163,972,017 459,749 164,431,766 Prior to the IPO, there were 638,298 shares of Class L common stock outstanding at a weighted average price per share of $ 11.99 . As noted in the above table, as part of the Common Stock Conversion, the Class L common stock was converted to 7,816,614 shares of common stock and 459,749 of unvested restricted common stock at weighted average prices per share of $ 14.00 . In connection with its IPO, the Company offered certain employees (excluding its named executive officers) who were eligible to receive cash bonuses under the Company’s LTCIP and TRIP the opportunity to elect to receive RSUs under its 2020 Omnibus Incentive Compensation Plan in lieu of cash payouts under the LTCIP and/or TRIP, through the RSU Conversion Program. Refer to Note 11, “Management Long-Term Cash Incentive Plan” for more details. The following table summarizes RSU activity for the fiscal years ended March 26, 2021 and March 27, 2020: Number of Shares Weighted-Average Grant-Date Fair Value Weighted-Average Remaining Contractual Life (In years) Aggregate Intrinsic Value Outstanding - March 29, 2019 — — — — Outstanding - March 27, 2020 — $ — — $ — Granted 1,428,932 14.06 Vested ( 160,063 ) 14.00 Canceled ( 43,713 ) 14.00 Outstanding - March 26, 2021 1,225,156 $ 14.07 1.70 $ 30,960 The weighted-average grant fair value per share for RSUs granted during the fiscal year ended March 26, 2021 was $ 14.06 , and the stock-based compensation expense related to non-vested awards not yet recorded at March 26, 2021 was $ 13,745 , which is expected to be recognized over a weighted-average of 1.70 years. During the fiscal year ended March 26, 2021, 160,063 shares vested. The Company also awards PSUs to its senior executive officers based on achievement of medium-term plans (“MTP”) approved in meetings of its Board of Directors for establishing target performances. Each award reflects a target number of shares (“Target Shares”) that may be issued to the award recipient. In fiscal year 2021, these awards are earned upon the completion of a three-year performance period ending March 31, 2023. Whether units are earned at the end of the performance period will be determined based on the achievement of certain performance objectives over the performance period. The performance objectives include achieving certain revenue improvement and cumulative EBITDA levels for the performance period, and also include a performance objective relating to relative total shareholder return (“TSR”). F-38 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) Depending on the results achieved during the three-year performance period, the actual number of shares that a grant recipient may receive at the end of the period ranges from 0 % to 200 % of the Target Shares granted. The weighted-average fair value of the PSUs was determined using the Monte Carlo simulation model incorporating the following weighted-average assumptions: Fiscal Year 2021 Performance term 2.42 years Volatility 49.9 % Risk-free rate of return 0.17 % Dividend yield — % Weighted-average fair value per share $ 14.00 The following table summarizes PSU activity for the fiscal years ended March 26, 2021 and March 27, 2020: Number of Shares Weighted-Average Grant-Date Fair Value Weighted-Average Remaining Contractual Life (In years) Aggregate Intrinsic Value Outstanding - March 29, 2019 — — — — Outstanding - March 27, 2020 — $ — — $ — Granted 650,302 15.05 Vested — — Canceled — — Outstanding - March 26, 2021 650,302 $ 15.05 2.65 $ 16,433 PSUs are included at 100 % - 200 % of target goals. The intrinsic value of the PSU’s vested during the fiscal year ended March 26, 2021 was $ 16,433 . The total compensation cost related to non-vested awards not yet recorded at March 26, 2021 was $ 8,519 , which is expected to be recognized over a weighted average of 2.65 years. No shares were vested during fiscal year ended March 26, 2021. The following table summarizes unvested restricted common stock activity for the fiscal years ended March 26, 2021 and March 27, 2020: Number of Shares Weighted-Average Grant-Date Fair Value Weighted-Average Remaining Contractual Life Aggregate Intrinsic Value Outstanding - March 29, 2019 — — — — Outstanding - March 27, 2020 — — — — Common stock conversion 459,749 14.00 Vested ( 50,170 ) 14.00 Canceled ( 3,252 ) 14.00 Outstanding - March 26, 2021 406,327 $ 14.00 1.79 $ 10,268 In connection with the Company’s IPO, the Company had filed a registration statement on Form S-8 registering 1,545,891 shares of the Company’s common stock available for future issuance under an employee stock purchase plan (“ESPP”), which number consists of (a) 832,400 shares of common stock initially available for issuance under the ESPP, and (b) an additional 713,491 shares of common stock that may become issuable under the ESPP pursuant to its terms. The ESPP, which is maintained by the Company, allows employees to purchase the Company’s common stock at 85 % of the lesser of the stock price at the beginning or end of the offering period. Each offering period is six months in length. The Company’s first offering period started on January 1, 2021 and continues until June 30, 2021. The weighted-average fair value of the ESPP shares was determined using the Black-Scholes model incorporating the following weighted-average assumptions: F-39 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) Fiscal Year 2021 Performance term 0.50 years Volatility 55.02 % Risk-free rate of return 0.09 % Dividend yield — % Weighted-average fair value per share $ 7.77 As of March 26, 2021, the total unrecognized compensation cost related to ESPP was $ 247 and this amount is expected to be recognized over 0.25 years. Upon completion of its IPO, the Company recognized one-time stock-based compensation charges of $ 40,440 in connection with the vesting of all outstanding shares of Class A common stock, $ 1,610 in connection with the automatic acceleration of 25 % of the standard vesting term of shares of Class L common stock an d $ 1,028 with the RSU Conversion Program (see above and Note 11, “Management Long-Term Cash Incentive Plan”). In addition, the Company recognized stock-based compensation charges of $ 1,169 for i ts Class L common stock for the fiscal year ended March 26, 2021 and stock-based compensation charges of $ 5,729 , $ 1,269 , $ 174 and $ 247 for it s RSUs, PSUs, restricted common stock and ESPP, respectively, for the fiscal year ended March 26, 2021. All stock-based compensation charges in fiscal 2020 related to expensing of the Company’s Class L common stock. The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations: Fiscal Year Ended March 26, 2021 March 27, 2020 Cost of sales $ 5,158 $ 183 Research and development 3,573 87 Selling, general and administrative 41,139 1,165 Total stock-based compensation $ 49,870 $ 1,435 18. Income Taxes The components of income before income taxes include the following: Fiscal Year Ended March 26, 2021 March 27, 2020 Income before provision for incomes attributable to: Domestic operations $ ( 2,288 ) $ 34,425 Foreign operations 837 18,853 Total $ ( 1,451 ) $ 53,278 F-40 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) Significant components of the provision (benefit) for income tax are as follows: Fiscal Year Ended March 26, 2021 March 27, 2020 Current: Federal $ ( 3,821 ) $ 15,146 State 1,085 1,468 Foreign 2,115 4,468 Total current ( 621 ) 21,082 Deferred: Federal ( 17,564 ) ( 4,431 ) State ( 1,016 ) 18 Foreign ( 351 ) ( 496 ) Total deferred ( 18,931 ) ( 4,909 ) Total income tax provision $ ( 19,552 ) $ 16,173 The difference between the tax provision at the statutory federal tax rate and the provision for income taxes is as follows: Fiscal Year Ended March 26, 2021 March 27, 2020 Tax provision at U.S. statutory rate $ ( 305 ) $ 11,189 Stock based compensation ( 13,303 ) — CARES carryback claim and amended returns ( 3,834 ) — PSL Divestiture ( 2,009 ) — Research and development tax credit ( 2,162 ) ( 1,841 ) FDII — ( 1,188 ) BEAT — 1,694 GILTI — 86 Transaction costs 1,498 — Foreign tax rate 1,279 283 State income taxes, net of federal benefit 356 514 Deferred tax remeasurement 309 — Subpart F income, net of credits 43 — Provision for uncertain tax positions 26 361 Provision for IRS audit settlement — 5,491 Transition tax — — Gain on contingent purchase price reduction ( 525 ) — Cumulative provision-to-return ( 862 ) ( 186 ) Other ( 63 ) ( 230 ) Total income tax provision $ ( 19,552 ) $ 16,173 The decrease in income tax expense was primarily attributable to excess tax over financial reporting deductions related to the following IPO transaction: the $ 40,440 stock-based compensation charge (and the related incremental tax deductions), the $ 16,000 one-time dividend treated as compensation expense for tax purposes, and the tax loss on the divestiture of PSL. F-41 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) The tax impacts of these transactions and other discrete transactions caused an overall U.S. loss (“NOL”) that will be carried back to five years. On December 22, 2017 the TCJA legislation was enacted. The TCJA significantly changed U.S. tax law by lowering the U.S. corporate income tax rate to 21%, implementing a territorial tax system, imposing a one-time tax on deemed repatriated earnings of foreign subsidiaries (“Transition Tax”), generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries, providing a benefit for Foreign Derived Intangible Income (“FDII”), increasing U.S. taxable income to include all income earned by foreign subsidiaries in excess of ten percent of the fixed assets in those entities which is defined as Global Intangible Low-taxed Income (“GILTI”), providing a minimum tax on “base erosion payments” (“BEAT”), limiting interest expense deduction, and allowing companies to elect to expense qualified asset purchases. The TCJA’s annual impact on our tax provision are detailed in the table above. Except for AMTC, the Company has the ability and intent to permanently reinvest its foreign earnings based on expected future U.S. cash flows and specific and measurable plans to use its existing foreign cash to fund its working capital needs, invest in short-term and long-term capital projects, and to make investments and acquisitions. Since AMTC’s operations have ceased, the Company may receive future liquidating distributions; however, such distributions are estimated to result in no material incremental U.S. or local tax. Therefore, no deferred tax liability has been established with respect to outside basis difference in its foreign subsidiaries. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows: March 26, 2021 March 27, 2020 Deferred income tax assets: Net operating loss $ 11,054 $ 2,037 Bonuses, commissions and other compensation 9,304 8,793 Tax credits 8,698 6,600 Inventory and sales related 6,304 6,696 Stock-based compensation 821 — Capitalized transaction costs — 259 Other accruals and reserves 2,050 1,879 Gross deferred income tax assets 38,231 26,264 Valuation allowance for deferred income tax assets ( 5,025 ) ( 4,206 ) Total deferred income tax assets 33,206 22,058 Deferred income tax liabilities: Fixed assets and intangibles ( 4,366 ) ( 14,162 ) Equity method investment in PSL ( 1,868 ) — Stock-based compensation — ( 679 ) Total deferred income tax liabilities ( 6,234 ) ( 14,841 ) Net deferred income tax assets $ 26,972 $ 7,217 As of March 26, 2021, the Company has $ 8,185 of federal NOLs that can be carried back five years under the CARES Act to reduce prior year taxes. Additionally, the Company has state NOLs of $ 550 , U.S. research credit carryovers of $ 2,162 and foreign tax credit carryovers of $ 232 , and its French subsidiary has $ 3,598 of refundable research credits. In assessing the realizability of its deferred tax assets, the Company considered whether it was more likely than not that some portion or all of the deferred tax assets would not be realized. The realization of deferred tax assets depends upon the generation of future taxable income during the periods in which these temporary differences become deductible. The Company established a valuation allowance for its AMTC NOLs of $ 2,319 and state research credits of $ 2,706 because such assets will not to be utilized by the Company prior to expiration. F-42 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) The Company operates under tax holiday in Thailand, which is effective through fiscal year 2024, and may be extended if certain additional requirements are satisfied. The tax holidays are conditional upon the Company meeting certain production thresholds. The impact of this tax holiday does not have a material impact on net income. Uncertain Tax Positions A s of March 26, 2021, the Company had $ 2,554 of gross unrecognized tax benefits, of which $ 2,542 would impact the effective tax rate, if recognized. As of March 27, 2020, the Company had $ 2,559 of gross unrecognized tax benefits, of which $ 2,501 would impact the effective tax rate, if recognized. Fiscal Year Ended March 26, 2021 March 27, 2020 Beginning balance $ 2,559 $ 6,264 Gross increases-tax positions in prior period 55 4,863 Gross decreases-tax positions in prior period settlement — ( 8,513 ) Lapse in statute of limitations ( 60 ) ( 55 ) Balance at end of period $ 2,554 $ 2,559 The Company classifies uncertain tax positions as a current liability, or as a reduction of the amount of a net operating loss carryforward or amount refundable, to the extent that the Company anticipates payment or receipt of cash for income taxes within one year. Likewise, the amount is classified as a long-term liability if the Company anticipates payment or receipt of cash for income taxes during a period beyond one year. The Company believes that all tax positions are adequately provided for; amounts asserted by tax authorities could be greater or less than the accrued position. Accordingly, the Company’s provisions for federal, state and foreign tax related matters to be recorded in the future might change as revised estimates are made, or the underlying matters are settled or otherwise resolved. The Company’s policy is to classify interest expense and penalties, if any, as components of the income tax provision in the consolidated statements of operations. The Company recorded net increases $ 73 and $ 841 in interest and penalties during fiscal years 2021 and 2020, respectively. As of March 26, 2021 and March 27, 2020, the amount of accrued interest and penalties totaled approximately $ 232 and $ 354 , respectively. Examinations by Tax Authorities The Company, through its subsidiaries, is subject to examination by taxing authorities in the United States, the Philippines, United Kingdom, Thailand, and the states in which the Company does business. The statute of limitations remains open for U.S. federal tax returns for 2017 and the following years. Audit activities related to the U.S. federal tax returns for 2016 and 2017 concluded during fiscal year 2020 resulting in a settlement related to transfer pricing for fiscal years 2016, 2017 and 2018 in the amount of $ 9,482 including interest. In non-U.S. jurisdictions, the years open to audit represent the years still open under the respective statute of limitations. With respect to the major jurisdictions outside the U.S., the subsidiaries are no longer subject to income tax audits for years before 2014. Capital Contribution In connection with the settlement noted above, Sanken, agreed to make a one-time capital contribution in the amount of $ 9,500 to neutralize the cash impact to the Company. All ownership parties have agreed that this contribution would not result in an incremental ownership percentage change or increase in shares by Sanken. F-43 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) 19. Related Party Transactions Public Offering of the Company’s Common Stock by Certain Shareholders On February 2, 2021, the Company filed a Registration Statement on Form S-1 for the public offering of shares owned by certain selling shareholders, including Sanken, OEP and certain of the Company’s officers and directors. The selling stockholders sold 19,332,852 shares of the Company’s common stock, including 1,832,852 shares of common stock sold by OEP in connection with the underwriters’ exercise of their over-allotment option. The Company did no t sell any shares of its common stock and did no t receive any of the proceeds from the offering. However, the Company incurred expenses, costs and fees in connection with the offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, in the amount of $ 1,790 for the year ended March 26, 2021, which are included in selling, general and administrative expense in the accompanying consolidated statements of operations and comprehensive income. Transactions Involving Sanken The Company sells products to, and purchases in-process products from Sanken. In addition, prior to March 28, 2020, the Company also sold products for Sanken. Net sales of the Company’s products to Sanken totaled $ 104,661 and $ 184,557 during the fiscal years ended March 26, 2021 and March 27, 2020, respectively. Trade accounts receivables, net of allowances from Sanken totaled $ 21,595 and $ 30,293 as of March 26, 2021 and March 27, 2020, respectively. Other accounts receivable from Sanken totaled $ 198 and $ 558 as of March 26, 2021 and March 27, 2020, respectively. During fiscal year 2020, the Company acted as a distributor of Sanken’s products. Net sales of Sanken’s products by the Company to third parties totaled $ 35,421 during the fiscal year ended March 27, 2020. On March 28, 2020, the Company formally terminated its distribution agreement with Sanken to distribute Sanken’s products. Purchases of various products from Sanken totaled $ 31,917 for the fiscal year ended March 27, 2020. Accounts payable to Sanken totaled $ 4,494 as of March 27, 2020. Joint Development Agreement (“Development Agreement”) The Company, through its former wholly-owned subsidiary, PSL, entered into a Development Agreement with Sanken whereby the Company and Sanken jointly own a specific wafer technology and share the reimbursement of development costs incurred by the Company. Sanken reimbursed $ 1,440 in fiscal year ended March 27, 2020. Short-term Bridge Loan Receivable to Sanken I n March 2019, the Company entered into a short-term bridge loan to Sanken in the amount of $ 30,000 . The loan bore interest of 2.52 % and was repaid in April 2019. Inte rest income related to the loan to Sanken was $ 55 in the fiscal year ended March 27, 2020. Notes Payable and Line-of credit from Sanken The Company, through PSL, its former wholly-owned subsidiary, had related party debt owed to Sanken that includes three notes payable in the aggregate amount of $ 17,700 and two lines-of-credit agreements in the aggregate amount of $ 25,000 at March 27, 2020. The interest rates on the related party debt were reset at the beginning of each calendar quarter to LIBOR on the last trading day of the previous month, plus a 1.0 % spread. Related party interest expense consisting of amounts due to Sanken for intercompany notes payable, lines-of-credit and miscellaneous charges for the fiscal year ended March 27, 2020 amounted to $ 1,444 , and related party interest paid for the same period amounted to $ 1,538 . As of March 27, 2020, the related party notes payable balance of $ 17,700 was classified in the consolidated balance sheets as long-term, with various maturity dates through March 14, 2025. The line of credit agreements of $ 25,000 were classified as current at March 27, 2020. In connection with the PSL Divestiture, the total $ 42,700 balance was contributed in-kind for the fair value of the 70 % interest that Sanken acquired. Transactions involving PSL In accordance with the PSL Divestiture, the Company had both intercompany accounts payable of $ 1,198 and accounts receivable of $ 3,368 that were previously eliminated in consolidation. The previous intercompany receivable balance of $ 3,368 was moved into trade and other accounts receivable due from related party as of March 28, 2020. In addition, as a result of PSL taking over the Sanken distribution business, at March 26, 2021, the Company reflected a related accounts F-44 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) receivable balance of $ 767 . This amount includes a reduction of the $ 2,601 from payments made by PSL during the fiscal year ended March 26, 2021. In April 2015, PSL and Sanken entered into a discrete technology development agreement (as amended, the “Discrete Technology Development Agreement”), pursuant to which the parties agreed upon the general terms under which they, from time to time, undertook certain activities (the “Discrete Development Activities”) to develop new technologies to be used by PSL to manufacture products for Sanken, as well as the ownership and use of such technologies following their development. In June 2018, the Company, PSL and Sanken entered into an amendment to the Discrete Technology Development Agreement pursuant to which the parties agreed to the assignment of all rights and obligations of PSL under such agreement to the Company and to certain amendments to the terms of such agreement. The Discrete Technology Development Agreement provided that the expenses for all Discrete Development Activities to be shared equally by the Company and Sanken on an annual basis (subject to any exceptions upon which the parties agreed to from time to time). At March 26, 2021, the Company had accrued $ 614 included in amounts due to related party under this agreement, which is expected to paid in the first quarter of fiscal year 2022. As previously noted above, the Company, through PSL, entered into a Development Agreement with Sanken whereby the Company and Sanken jointly own a specific wafer technology and share the reimbursement of development costs incurred by the Company. Sanken reimbursed no amounts in the fiscal year ended March 26, 2021 and $ 1,440 in the fiscal year ended March 27, 2020. In May 2009, the Company entered into a technology development agreement (the “IC Technology Development Agreement”) with Polar Semiconductor, Inc., the predecessor of PSL (“PSI”) and Sanken, pursuant to which the parties agreed upon the general terms under which they may, from time to time, undertake certain activities (the “IC Process Development Activities”) to develop new technologies to be used by PSI to manufacture products for the Company and Sanken, as well as the ownership and use of such technologies following their development. The IC Technology Development Agreement provides that the expenses for all IC Process Development Activities will be shared equally by the Company and Sanken on an annual basis (subject to any exceptions upon which the parties may agree from time to time), with such expenses being paid to PSI by Sanken in the form of an up-front annual fee, with PSI being responsible for any expenses that exceed the amount of such fee. The IC Technology Development Agreement will continue in effect until such time as the Company, PSL and Sanken mutually agree to its termination or adopt a successor agreement, or in the event the companies fail to agree upon the annual fee for a fiscal year within three months after the commencement of such fiscal year. During each of the fiscal years ended March 26, 2021 and March 27, 2020, the Company (through PSL) received fees of $ 1,200 from Sanken pursuant to the IC Technology Development Agreement, and during the same periods the Company paid fees of $ 1,200 to PSL pursuant to the IC Technology Development Agreement. The Company continues to purchase in-process products from PSL. Purchases of various products from PSL totaled $ 42,196 for the fiscal year ended March 26, 2021. This amount includes $ 5,930 of price support payments made for the fiscal year ended March 26, 2021. In accordance with the PSL Divestiture, the Company had intercompany accounts payable of $ 1,198 that was previously eliminated in consolidation. The previous intercompany payable balance of $ 1,198 was moved into amounts due to related party as of March 28, 2020. Accounts payable to PSL included in amounts due to related party totaled $ 1,739 as of March 26, 2021. This amount includes a reduction of the $ 1,198 from payments made to PSL during the fiscal year ended March 26, 2021. In July 2014, AML entered into a technology collaboration agreement (the “SG8 Collaboration Agreement”) with PSL and Sanken, pursuant to which the parties agreed to establish a joint technology development team for the purpose of developing certain IC manufacturing technologies (the “SG8 Technology”). The SG8 Collaboration Agreement provides that AML and Sanken will be equally responsible for the costs of developing the SG8 Technology, with Sanken to reimburse AML for 50 % of our incurred costs. No reimbursements were received from Sanken pursuant to the SG8 Collaboration Agreement in fiscal years ended March 26, 2021 and March 27, 2020. Note Receivable from PSL On March 28, 2020, in connection with the PSL Divestiture, the Company contributed the forgiveness of the fair value of $ 15,000 out of the $ 66,377 total debt owed by PSL to the Company, which was previously eliminated in consolidation as of March 27, 2020. As a result of the PSL Divestiture, on March 28, 2020, the $ 51,377 note receivable from PSL was classified on the Company’s balance sheet as related party note receivable. The related party note receivable held by the Company had a maturity date of March 28, 2027 and bore interest at a rate of 2.70 %, which was a market rate determined by F-45 ALLEGRO MICROSYSTEMS, INC. Notes to Consolidated Financial Statements – (continued) (Amounts in thousands, except share and per share amounts) IRS guidance at the time of the divestiture. The entire receivable of $ 51,377 plus accrued interest of $ 762 was repaid on October 14, 2020. Transition Services Agreement As part of the PSL Divestiture, the Company, PSL and Sanken entered into the “TSA, pursuant to which the Company agreed, among other things, to provide certain human resources, legal and distribution support services to PSL following the consummation of the PSL Divestiture. The TSA provides that the Company and its wholly owned subsidiaries AML and Allegro MicroSystems Europe Ltd. will provide such services in a manner generally consistent with the manner in which they were provided during the 12 months prior to the date of the TSA, and will not be obligated to perform any service in a manner that is materially more burdensome than the analogous services provided for or within its own organization or group during such 12 -month period. The services contemplated by the TSA include human resources, legal and distribution support services. The applicable service period for human resources and legal services is 12 months, and fees payable for such services are $ 50 per year, invoiced on a quarterly basis. The applicable service period for distribution support services is six months with respect to services provided in North America and South America, and nine months with respect to services provided in Europe. All distribution support services are to be provided on a cost plus 10 % basis. The Company received $ 25 under the TSA during the fiscal year ended March 26, 2021. The TSA has an initial term of 12 months and may be extended for additional 12 -month terms on an annual basis if the parties so agree prior to the expiration of the then-current term. Unless the TSA otherwise provides, PSL may terminate a specific service prior to the end of the term by providing at least 60 days’ prior written notice. The North America and South America portion of this agreement was terminated as of March 26, 2021. Transactions involving Sanken Electric Europe Ltd. (“SEEL”) During fiscal year ended March 26, 2021 and after the PSL Divestiture, Sanken, through PSL formed SEEL to cover its distribution business in Europe. The Company in connection with the TSA agreement with Sanken and PSL paid certain costs on behalf of them, and as such, had related party accounts receivable from SEEL of $ 1,272 as of the fiscal year ended March 26, 2021. Sublease Agreement In 2014, the Company, through one of its subsidiaries, entered into a sublease agreement with Sanken pursuant to which it subleases certain office building space in Japan from Sanken. The sublease automatically renews on an annual basis unless either party provides notice to the other party otherwise and can be terminated by either party upon providing six months ’ notice. The Company made aggregate payments of approximately $ 200 to Sanken under the sublease agreement during each of the fiscal years 2021 and 2020. Consulting Agreement The Company entered into a board executive advisor agreement (the “Consulting Agreement”) with Reza Kazerounian in March 2018, before Mr. Kazerounian became a member of the Company’s board of directors, pursuant to which the Company engaged Mr. Kazerounian to serve as executive advisor to the board of directors and the office of Chief Executive Officer. The Consulting Agreement provides for a fee payable to Mr. Kazerounian on a monthly basis in exchange for his services (which fee was reduced from $ 30 per month to $ 19 per month in connection with Mr. Kazerounian’s appointment to the board of directors in June 2018), as well as a grant of 12,000 shares of the Company’s Class L common stock and a signing bonus of $ 54 in connection with the execution of the Consulting Agreement. The Consulting Agreement provides that if Mr. Kazerounian is terminated by the board of directors, he will be entitled to a severance payment in the amount of $ 180 as well as a six-month vesting acceleration of his shares of Class L common stock. The board of directors and Mr. Kazerounian each have the right to terminate the Consulting Agreement at any time. During the fiscal years ended March 26, 2021 and March 27, 2020, the Company paid aggregate fees of $ 318 and $ 494 , respectively, to Mr. Kazerounian pursuant to the Consulting Agreement. Director and Executive Officer Promissory Notes From time to time, the Company has entered into promissory notes with certain of its directors and executive officers to finance all or a part of the income and employment taxes payable by them in connection with grants of the Company’s Class A common stock and/or Class L common stock. The Company had no amount and $ 506 of promissory notes outstanding as of as of March 26, 2021 and March 27, 2020, respectively. F-46