- Transaction fees—Represents transaction-related legal and consulting fees incurred primarily in connection with (i) the acquisition of Voxtel in fiscal year 2020, and (ii) one-time transaction-related legal and consulting fees in fiscal 2021.
- Severance—Represents severance costs associated with (i) labor savings initiatives to manage overall compensation expense as a result of the declining sales volume during the applicable period, including a voluntary separation incentive payment plan for employees near retirement and a reduction in force, (ii) the closing of the AMTC Facility and the transitioning of test and assembly functions to the AMPI Facility announced and initiated in fiscal year 2020, and (iii) costs related to the discontinuation of one of our product lines manufactured by Voxtel in fiscal year 2022.
- Change in fair value of contingent consideration—Represents the change in fair value of contingent consideration payable in connection with the acquisition of Voxtel.
(**) Non-GAAP Operating Income does not include adjustments consisting of those set forth in note (*) to the calculation of non-GAAP Gross Profit, and the corresponding calculation of non-GAAP Gross Margin, above or:
- Labor savings—Represents salary and benefit costs related to employees whose positions were eliminated through voluntary separation programs or other reductions in force (not associated with the closure of the AMTC Facility or any other plant or facility) and a restructuring of overhead positions from high-cost to low-cost jurisdictions net of costs for newly hired employees in connection with such restructuring.
EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin
We calculate EBITDA as net income minus interest income (expense), tax provision (benefit), and depreciation and amortization expenses. We calculate Adjusted EBITDA as EBITDA excluding the same items excluded above and also excluding the items below in applicable periods. We calculate Adjusted EBITDA Margin as Adjusted EBITDA divided by total net sales.
- Non-core (gain) loss on sale of equipment—Represents non-core miscellaneous losses and gains on the sale of equipment.
- Foreign currency translation (gain) loss—Represents losses and gains resulting from the remeasurement and settlement of intercompany debt and operational transactions, as well as transactions with external customers or vendors denominated in currencies other than the functional currency of the legal entity in which the transaction is recorded.
- Income in earnings of equity investment—Represents our equity method investment in PSL.
- Unrealized gains on investments—Represents mark-to-market adjustments on equity investments with readily determinable fair values.
Non-GAAP Profit before Tax, Non-GAAP Net Income, and Non-GAAP Basic and Diluted Earnings Per Share
We calculate non-GAAP Profit before Tax as Income before Tax Provision excluding the same items excluded above and also excluding the item below in applicable periods. We calculate non-GAAP Net Income as Net Income excluding the same items excluded above and also excluding the item below in applicable periods.
Non-GAAP Provision for Income Tax
In calculating non-GAAP Provision for Income Tax, we have added back the following to GAAP Income Tax Provision:
- Tax effect of adjustments to GAAP results—Represents the estimated income tax effect of the adjustments to non-GAAP Profit Before Tax described above and elimination of discrete tax adjustments.
| Three-Month Period Ended | Six-Month Period Ended | |||||||||||||||||||
|
September 24,
2021 |
June 25,
2021 |
September 25,
2020 |
September 24,
2021 |
September 25,
2020 | ||||||||||||||||
| (Dollars in thousands) | ||||||||||||||||||||
| Reconciliation of Gross Profit | ||||||||||||||||||||
| GAAP Gross Profit | $ | 102,532 | $ | 94,160 | $ | 61,770 | $ | 196,692 | $ | 117,471 | ||||||||||
| Voxtel inventory impairment | 271 | 2,835 | — | 3,106 | — | |||||||||||||||
| PSL and Sanken distribution agreement | — | — | 2,815 | — | 6,198 | |||||||||||||||
| Stock-based compensation | 722 | 528 | 53 | 1,250 | 150 | |||||||||||||||
| AMTC Facility consolidation one-time costs | 7 | 137 | 408 | 144 | 952 | |||||||||||||||
| Amortization of acquisition-related intangible assets | 273 | 273 | 105 | 546 | 105 | |||||||||||||||
| COVID-19 related expenses | 316 | 343 | 73 | 659 | 73 | |||||||||||||||
| Total Non-GAAP Adjustments | $ | 1,589 | $ | 4,116 | $ | 3,454 | $ | 5,705 | $ | 7,478 | ||||||||||
| Non-GAAP Gross Profit* | $ | 104,121 | $ | 98,276 | $ | 65,224 | $ | 202,397 | $ | 124,949 | ||||||||||
| Non-GAAP Gross Margin* (% of net sales) | 53.8 | % | 52.2 | % | 47.7 | % | 53.0 | % | 49.7 | % | ||||||||||
* Non-GAAP Gross Profit and the corresponding calculation of non-GAAP Gross Margin do not include adjustments for the following components of our net income: (i) additional AMTC related costs of $—, $—, and $2,281 for the three months ended September 24, 2021, June 25, 2021, and September 25, 2020, respectively, and out of period adjustment for depreciation expense of GMR assets of $—, $—, and $768 for the three months ended September 24, 2021, June 25, 2021, and September 25, 2020, respectively, and (ii) additional AMTC related costs of $— and $5,355 for the six months ended September 24, 2021 and September 25, 2020, respectively, and out of period adjustment for depreciation expense of GMR assets of $— and $768 for the six months ended September 24, 2021 and September 25, 2020, respectively.
