Q4 2025 Earnings Call Transcript

Greetings and welcome to the Microchip's Q4 and FY '25 Financial Results Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Mr.

Steve Sanghi, the Executive Chair, CEO and President. Thank you, and you may proceed sir.

Thank you, operator, and good afternoon, everyone. During the course of this conference call, we will be making projections and other forward-looking statements regarding future events or the future financial performance of the company. We wish to caution you that such statements are predictions, and that actual events or results may differ materially. We refer you to our press release of today as well as our recent filings with the SEC that identify important risk factors that may impact Microchip's business and results of operations.

In attendance with me today are Rich Simoncic, Microchip's COO; Eric Bjornholt, Microchip's CFO; and Sajid Daudi, Microchip's Head of Investor Relations. I will provide an update on our restructuring, Eric will go over fourth quarter fiscal year 2025 financial performance, and Rich will then review some product line updates. I will then provide an overview of the current business environment and our first quarter fiscal year 2026 guidance. We will then be available to respond to specific investor and analyst questions.

Since I returned as Microchip's CEO on November 18, 2024, I have spent a significant amount of time evaluating key aspects of Microchip's business. On March 3, 2025, I provided an update on our nine-point recovery plan to set the company on a course to achieve its previous premium status of performance. Today I will give you a brief update on our progress on that nine-point plan. The first action was to resize our manufacturing footprint.

Tempe Fab 2 is now closed. The actions in our other two fabs, namely Fab 4 in Oregon and Fab 5 in Colorado Springs are complete. The actions in our back end Philippines facilities are also complete. These actions reduce capacity but leaves the fabs in a position to ramp capacity rapidly when needed on short notice.

The second action was to reduce our inventory. Our inventory at the end of December 2024 was 266 days. Our target inventory is 130 to 150 days. Our inventory at March 31, 2025 was 251 days, making it the first meaningful reduction in days of inventory in three years.

In the March quarter, we had reduced production for only part of the quarter. We will have reduced production for all of the June quarter. Thus, we expect to reduce inventory more substantially in this June quarter. The inventory at the end of June is expected to be between 215 and 225 days.

During the fiscal year 2026 ending March 31, 2026 our goal is to reduce inventory by over $350 million which will liberate cash. The third action was a review of our megatrends and total system solution. We made two changes to our megatrends. First, we replaced 5G with artificial intelligence and second we replaced ADAS with Network and Connectivity.

ADAS is now part of Network and Connectivity which is essentially the movement of data outside of the data center such as Industry 4.0 and Automotive Networking. The fourth action was to conduct a business unit by business unit deep dive. This was completed and resulting organization changes were made. The fifth action was a review of Microchip's channel strategy.

This action was also completed and resulting changes have been made in our channel strategy. We have not seen any negative impact from these changes in our distribution channel. The sixth point of evaluation was to strengthen our customer relationships. We met with over 700 customers in the past 130 plus days, giving customers a chance to communicate with us candidly.

The results are in based on customer feedback. Recall that we had said that at 12% of the customers our relationship had deteriorated through the COVID cycle. Within this 12% we have already been able to restore 78% of these customers to either approved or preferred status, leaving only 2.6% of the customers where our relationship remains stressed and in need of more restoration effort. At this point, we will continue to work our customer relationships as a normal course of business and believe that this concern is closed and behind us.

Point seven was the long-term business model which we unveiled on March 3. Point eight was achieving our operating expense model. We completed a global layoff of approximately 10% of our employees to bring our expenses down. We plan to continue to improve our operating expense percentage through revenue growth, attrition and controlling other operating expenses. The ninth and final area was the CHIPS Act activity.

We reinitiated our discussions with the CHIPS Office. The CHIPS Office is still reorganizing under the new administration. With that, I will pass the call over to Eric Bjornholt.

Thanks Steve and good afternoon everyone. We are including information in our press release and on this conference call on various GAAP and non-GAAP measures. We have posted a full GAAP to non-GAAP reconciliation on the Investor Relations page of our website at www.microchip.com and included reconciliation information in our earnings press release, which we believe you will find useful when comparing our GAAP and non-GAAP results. We have also posted a summary of our outstanding debt and our leverage metrics on our website.

I will now go over some of the operating results including net sales, gross margin and operating expenses. Other than net sales, I will be referring to these results on a non-GAAP basis which is based on expenses prior to the effects of our acquisition activities, share based compensation, and certain other adjustments as described in our earnings press release and in the reconciliation on our website. Net sales in the March quarter were $970.5 million, which was down 5.4% sequentially and $10.5 million above the midpoint of our guidance provided on February 6, 2025. We have posted a summary of our net sales by product line and geography on our website for your reference.

On a non-GAAP basis, gross margins were 52% including capacity underutilization charges of $54.2 million. Operating expenses were at 38% of sales and operating income was 14% of sales. Non-GAAP net income was $61.4 million and non-GAAP earnings per diluted share was $0.11 which was $0.01 above the midpoint of our guidance. On a GAAP basis in the March quarter, gross margins were 51.6%.

Total operating expenses were $601.4 million and included acquisition intangible amortization of $122.6 million, special charges of $71.6 million which was primarily driven by foundry contract exit costs and employee separation costs. Share based compensation was $37.2 million and $1.4 million of other expenses. The GAAP net loss attributable to common shareholders was $156.8 million or $0.29 per share. For fiscal year 2025 net sales were $4.402 billion and were down 42.3% from net sales in fiscal year 2024. On a non-GAAP basis, gross margins were 57%, operating expenses were 32.5% of sales and operating income was 24.5% of sales.

Non-GAAP net income was $708.8 million and EPS was $1.31 per diluted share. On a GAAP basis, gross margins were 56.1%. Operating expenses were 49.3% of sales and operating income was 6.7% of sales. The GAAP net loss attributable to common shareholders was $2.7 million.

Our non-GAAP cash tax rate was 13.6% in the March quarter and 14.2% for fiscal year 2025. Our non-GAAP tax rate for fiscal year 2026 is expected to be about 12% which is exclusive of the transition tax and any tax audit settlements related to taxes accrued in prior fiscal years. Our inventory balance at March 31, 2025 was $1.293 billion and was down $62.8 million from the balance at December 31, 2024. We had 251 days of inventory at the end of the March quarter which was down 15 days from the prior quarter's level driven by our inventory reduction actions. Included in our March ending inventory was 18 days of a long life cycle high margin products whose manufacturing capacity has been end of life by our supply chain partners.

Inventory at our distributors in the March quarter was at 33 days which was down four days from the prior quarter's level. Distribution took down their inventory in the March quarter as distribution sell through was about $103 million higher than distribution sell in. Our cash flow from operating activities was $205.9 million in the March quarter. Our adjusted free cash flow was $182.6 million in the March quarter.

As of March 31, our consolidated cash and total investment position was $771.7 million. In the March quarter we completed a $1.485 billion mandatory convertible preferred stock offering with a three-year term and purchased a cap call that is generally expected to reduce or offset potential dilution to the common stock upon conversion of the preferred stock with such reduction subject to an initial cap price of $71.40 per share. The mandatory preferred convertible transaction was done to reduce our debt and preserve our investment grade rating. Our total Debt decreased by $1.125 billion in the March quarter and our net debt decreased by $1.31 billion.

Our adjusted EBITDA in the March quarter was $200.4 million and 20.6% of net sales. Our trailing twelve-month adjusted EBITDA was $1.337 billion and our net debt to adjusted EBITDA was $3.66 at March 31, 2025. Capital expenditures were $14.2 million in the March quarter and $126 million for fiscal year 2025. Our expectation for capital expenditures for fiscal year 2026 is to be at or below $100 million. Depreciation expense in the March quarter was $41.2 million. I will now turn it over to Rich who will provide some commentary on our product line innovations in the March quarter.

Rich?

Thank you, Eric and good afternoon everyone. During this quarter we have continued to execute our strategic initiatives that deliver value across multiple markets. Our investments in next generation technologies like the Switchtec PCIe switches enable us to adapt and deploy technologies initially developed for high speed data centers into automotive and embedded computing applications. These advancements create new capabilities in applications where accelerated communication performance is critical such as software defined vehicles and robotics.

We are strengthening our core portfolio through advancements in our ARM-based microprocessors for human machine interface applications and our 32 bit microcontrollers integrated with high performance analog peripherals that serve industrial, consumer, medical and AIML markets. These high speed peripherals and other analog related functionality reduce the need for external analog components, decrease system complexity and cost and deliver high performance solutions. Our innovative MPLAB AI coding assistant is helping customers accelerate their design cycles, reducing their embedded software development time and increasing productivity by as much as 40%.

We continue to enhance this tool with additional features and functionality. Additionally, our new PIC64 product line continues to gain momentum and new design opportunities for the Space, Industrial Automation, Automotive and Edge Compute. Our recently launched 10BASE-T1S solutions continue to see market adoption with a growing design funnel. These innovations coupled with our operational efficiency efforts demonstrate our commitment to driving top line growth and improved profitability as we continue to bringing differentiated solutions to our target markets.

With that, I will pass the call to Steve for comments about our business and guidance going forward. Steve?

Thank you, Rich. As Eric described in his prepared remarks, our March quarter net sales were $970.5 million, down 5.4% sequentially and down 26.8% from the year ago quarter as we navigated through a very large inventory correction following a post-COVID super cycle. Our revenue from our microcontroller and analog business units was down sequentially. FPGA was about flat and other businesses were up sequentially, mainly driven by technology licensing.

Geographically, our business was seasonally down sequentially in Americas and Asia and was seasonally up in Europe. Now let's get into our guidance for the June quarter. We believe substantial inventory destocking has occurred at our customers, channel partners and their downstream customers. While we believe the inventory at our customers, channel partners and downstream customers will continue to correct, the customers and distributors are starting to increase their purchases.

As a result, I am finally calling the last quarter as a revenue bottom for us. Our bookings were up significantly in the March quarter after nearly three years of book-to-bill ratio well below 1.0. Our book-to-bill ratio in the March quarter was a very healthy 1.07. Our backlog for the June quarter started out higher than the starting backlog for the March quarter. The bookings in the month of April were higher than any month in the March quarter. Taking all of these factors into account, we expect our net sales for the June quarter to be $1.045 billion plus or minus $25 million.

We expect our non-GAAP gross margin to be between 52.2% and 54.2% of sales. We expect our non-GAAP operating expenses to be between 33.4% and 34.8% of sales. We expect our non-GAAP operating profit to be between 17.4% and 20.8% of sales. We expect our non-GAAP diluted earnings per share to be between $0.18 and $0.26. There are a couple of things I want to highlight in our guidance.

The first is the leverage in our business model. With a $74.5 million increase in net sales at the midpoint of the guidance for the June quarter, we are taking approximately 85% of it to the bottom line as non-GAAP operating profit. As the inventory drains further and inventory write-offs decrease, our gross margin recovery will accelerate and with the incremental profits going to the bottom line, we will have tremendous leverage. The second point I wanted to make is on the revenue growth.

There are three revenue accelerators kicking in just from the inventory drain. The first is that our distributor's inventory and our distributor customer's inventory is getting corrected. We're expecting the first increase in distributor sell-through after many quarters. Therefore, our distributors are starting to buy more product to replenish their inventory and feed their customers growth.

Second, the distributor sell-in has to rise to meet the sales out. Last quarter sell-in revenue was $103 million lower than sell-through. If sell-in revenue were to catch up with sell-through, the sell-in revenue will rise approximately $103 million higher and will further feed sales growth. And third, our direct customers inventory is getting corrected and we're starting to see the direct customer shipments increase.

We believe that this trifecta effect is a compelling setup for sales growth going into this fiscal year. With sales growth, gross margin increasing and inventory declining, we expect to deliver significantly improved financial performance in this fiscal year. Now let me provide an update on our capital return program for shareholders. We are essentially returning 100% of our adjusted free cash flow to investors in the form of dividends right now.

Due to depressed net sales, our adjusted free cash flow is currently less than our dividend. In certain quarters we have had to make higher bond interest payments and tax payments and bond interest payments are generally made every six months. So every other quarter this impacts our adjusted free cash flow and results in our dividend exceeding our adjusted free cash flow. As we begin to liberate cash from inventory, coupled with very low capital expenditures, we expect to bring the adjusted free cash flow above the dividend.

In future quarters we intend to use this excess cash to bring our borrowings back down to at least the levels they were at before our dividend exceeded our adjusted free cash flow. We're not considering any cut to the dividend. Our financial activity last quarter in which we raised $1.4 billion in a mandatory convertible preferred transaction, improved our balance sheet and reaffirmed our investment grade debt rating. With that operator, will you please poll for questions?

Thank you very much. [Operator Instructions] First question comes from Harsh Kumar from Piper Sandler. Please proceed with your questions.

Yes. Hey Steve. First of all, let me add my congratulations to the recovery. I know it's been a long time coming, but we've seen you call bottoms in the past and I'm excited that you see the bottom.

But the question we get, Steve though, from a lot of our clients, our investors, is that maybe talk about the demand signals that you're seeing, which you kind of did, but there is also another aspect of maybe potential pull-ins from tariffs. If you could just help us understand why this may not be a head fake from that? And then also if you could just, I'll ask my second question here. If you could just talk about the recovery that you're seeing relative to your key end markets, if there's one that's acting better than the other or they're both acting the same?

Thank you, Harsh. You know the demand signals we are seeing really began starting early January. Our January, February, March, each of those three months bookings were significantly higher than December quarter bookings and we have shown them on a slide on the March 3 conference call that we had and that was really before any of the tariffs talk appeared. So we're really not seeing any tariff related activity or pull-in.

If you look at downstream customers’ information, many of the direct customers that were not buying the product are starting to buy it because their inventory is getting depleted. Same way at the distributors, they are starting to buy additional amount of product because on many of the SKUs their inventory has gone back to very much normal and our distributors customers also downstream customers, their inventory is getting corrected. So all of the signals we have really are related to that and number of large number of designs that we were designed in last year, many of them are turning to production.

So there is also growth coming from new products and new design win activity. We haven't seen any impact of tariffs. The tariffs are largely exempted on all the semiconductors that we make today, whether shipping into China or shipping into U.S.

The second one was related to the key end markets.

So if we look at the last year's data, fiscal year 2025 ending March 31, the notable thing that stands out is the aerospace and defense. The aerospace and defense used to be 11% of our business in the prior year. In fiscal 2025, that is now 17%, 18%, and it's almost the second largest market now after industrial. And the underlying reasons are that business has stayed strong, defense budgets have been high.

NATO has been increasing their defense spending and with two wars going on, while the automotive, industrial, communication, consumer, other businesses were weak. So that is a notable shift in our end market. And if you look at the year that just started on April 1, I think we're headed for the first ever over a trillion dollars budget for U.S. Defense.

And I recently met a customer from Europe and the talk of the, you know, talk was around, they were talking about their business growing 2x to 3x over the next three years because U.S. was pushing NATO to dramatically increase their defense spending and they are a major contractor to NATO and European defense. So I think the opportunities in that segment are very good even this year and we think that will be a very good segment. Now all the others, industrial, automotive, consumers and others, we are seeing a broad based recovery in all of those segments embedded in our bookings, fair amount driven by inventory depletion and also driven by new designs and new products.

Thank you, Steve.

Thank you. The next question comes from Chris Caso from Wolfe Research. Please proceed with your questions, Chris.

Yes, thank you. Good evening. I guess the first question, and we've been discussing this quite a bit with others during this earnings season is what sort of macro impact that the tariff environment such will have as we go into the rest of the year? And Steve, I'm judging by your comments about improving bookings and that you're not seeing that, but I guess the question is what are your customers telling you right now?

And from an investor standpoint, there's been concern about pull-ins of demand from second half to now to get ahead of tariffs. What's your view on that?

So I think there are two things. There is a direct impact of tariffs like the tariffs on our products as they ship anywhere into China or U.S. and then there is the indirect effect which is the effect on global economy and global GDP. The second one impact on global GDP is below my -- is above my pay grade. The customers that I have met in the last couple of weeks personally, when I ask them how you're thinking about tariffs, they turn around and asking me how do I think about tariffs?

And nobody knows because as we speak today there are really no tariffs on the semiconductors. So leaving that impact on the global GDP aside and I'll comment a little more on that afterwards, if you look at the direct impact on us, it's basically nothing. In Donald Trump's first term, he implemented 25% tariffs on semiconductors made in China coming into U.S. At that time, about 10% or 11% of our parts were made in China, and we moved aggressively to move that production assembly essentially from China to Philippines, Thailand, Vietnam, Indonesia, others.

And Today, less than 4% of our parts are made in China, and those don't come to U.S. They go to Europe, they go to Japan, they go to Southeast Asia. A handful of orders that made in China that might come to U.S. which may become subject to tariff, basically, we passed that tariff to the customers, but it was negligible because it was really very small. Now, the other thing is, if there is a tariff for U.S. made product going to China, and we're looking at it all, parsing it together very carefully, many of our technologies run in U.S. and they also run in Taiwan, and we'll try to portion our production so that the parts that are going into China are made in Taiwan or Europe or elsewhere and are not made in U.S. and I'm sure we'll find that it's not 100%, it's a very small amount.

So I'm really not that concerned about the direct tariffs because of that setup. Now, when it comes to indirect tariff, really nobody knows what the overall impact on the economy would be. So what we did for a modeling purpose inside is we took a hypothetical haircut on our revenue and we wanted to make sure that if that kind of impact were to happen, what would happen to the inventory? What would happen to our manufacturing?

Would we have to take additional actions? And the result of that very stressed case analysis is that we have already cut back our manufacturing so much that with this haircut, our inventory is still declining slower than in the normal plan but inventory is declining because the production rate today would still be lower than the worst case scenario that we have modeled. Therefore, there will be no other actions required. We simply would ramp our factories later because the inventory is dropping slower.

That's the answer to your question.

It's a very helpful color. Thank you. As my follow up question, I wanted to dig in a little bit to the margin leverage that you referred to in your prepared remarks as well, and maybe two parts of that question. One is, if you could discuss some of the charges that are acting as headwinds to gross margin now, some of the underutilization charges and the reserve charges.

And you know, with the assumption that revenue starts to come back now, how does that play out over the next few quarters and how is that leverage realized as the revenue comes back?

All right. Hey Chris, this is Eric. So the two main headwinds that we have right now are the underutilization charges, which were a little over $54 million last quarter. We don't expect that to really change significantly in the current quarter.

We're still going to be running the factories at a low rate as we're focused on bringing inventory down. And then the inventory reserve charges, which we provided a little bit more color on March 3, and we went through the nine-point plan. Those are still big numbers and we expect that inventory reserve number to still be large again in the current quarter, but they are going to start dropping pretty dramatically as revenue increases. Assuming that's what happens as we go through the fiscal year because inventory is dropping at a rapid pace.

Steve mentioned that we're targeting reducing inventory by about $350 million plus in the fiscal year. So the products that are really subject to review for reserve charge is coming down dramatically. So that should start changing pretty soon outside of this quarter and the leverage in gross margin is going to be really high. So we aren't putting numbers around it for investors today, but it's significant.

Thank you.

Thank You. The next question comes from Timothy Arcuri from UBS. Please proceed with your questions, Timothy.

Thank you. So Eric, just on that point, so given all the actions you've taken, if we sort of get back to a point where, I mean pick your revenue number, maybe like mid ones back to 1.5 or something like that, with all the actions you've taken and you assume that the reserves come down and underutilization comes down too, should we expect margins to be higher this time around than they were at the same revenue level last time? I mean, you've closed three fabs, so I would think that ultimately margins will be higher at equivalent revenue than they were last cycle, is that fair?

So it depends on the slope of the recovery. And I think you said we closed two fabs, we did not. We've only closed one fab, Fab 2 in Tempe. But it depends on the slope of recovery and then where we're at in terms of needing to ramp our factories.

We have higher cost inventory per unit sitting in inventory today and that will come out on a FIFO basis. But the cost structure is in really good shape. Obviously we gave a new long-term model of 65% non-GAAP gross margins, which we're very confident in and I know all of you will be looking on how to model this going forward, but the leverage is significant. But I don't want to commit at this point in time in terms of a margin level at a comparable revenue level in the past.

It will depend on the slope of how revenue returns there.

Okay, and then Steve, do you have a way to determine what consumption is in June relative to your guidance? I know distributor sell-through is finally growing in June. I would think that distributor sell-is still going to be below sell-through in June. There is still some sort of slower moving MCU parts that seem to be moving a little slower.

So where do you think consumption is for June relative to what you're guiding revenue?

So your internal modeling shows that the distributor sell-through will be higher than the guidance we have given you, which is GAAP guidance based on sell-in. Last quarter that difference was $103 million. We expect the difference would be lower than that. How much lower, we can't quantify, but will be below 100. Certainly maybe well below 100. And that the gap will continue to close in the coming quarters which will result into one of the things that are trifecta I talked about where the sell-in will close to equal to sell-through.

It's not the sell-through coming down, it's a sell-in going up. And the second part of the consumption is on the factory side. What are we producing and what are we consuming? And we have looked at it in our model based on our June quarter guidance, we are consuming lot of inventory and producing significantly less than what we are consuming from the inventory.

So therefore, the inventory will continue to come down at an accelerated pace, which will eventually lower the write-offs and it will eventually improve the factory utilization and all of those will move in the right direction as the inventory continues to come down.

Okay thanks, Steve.

Thank you. The next question comes from Blayne Curtis from Jefferies. Please proceed with your questions, Blayne.

Hey guys. Good afternoon. I have two questions. I wanted to ask about kind of big picture.

Your cadence has been different than other companies. If you kind of look at MCU share, maybe you guys gained a little bit too much share during the pandemic and now your share looks quite low as you're correcting while others aren't correcting as much. I'm just kind of curious as you kind of look through here and there's been a lot of talk about share gainers in MCUs. Kind of just curious, when things normalize, do you expect to get back to where you were pre-pandemic?

Well, we certainly expect to gain share and it's a quarter at a time, but we certainly plan to gain share on the way up here as we recover. I think competitors are more closer to a full recovery than we are. I mean, we just began, this is the first quarter, so therefore we should be gaining share.

Thanks. I want to ask you, there's a lot of kind of debate about China's strategy and I guess who knows how all this trade war works out. And I'm not sure they are tariffing semis in China, but I think there are a handful of companies looking to do a China for China strategy. I'm just kind of curious your perspective if you think that's the right move or the wrong move.

I think you're starting to hear that ASPs are lower because the costs are lower, so it might be a headwind for the overall market if that's what everybody does, just curious your perspective.

Well, if you go back to the March 3, report we gave to the Street, we talked about our China for China strategy in that report and that was built around, we have a Chinese partner with a Chinese name and Chinese logo, a Chinese website, a Chinese data sheet, and we were going to sell our die to that Chinese partner and then they were going to locally assemble and test it and put a locally made logo and then sell it to Chinese customers as a local part. But the die inside was microchip. Now there was a time when the rules were made in China meant assembled in China, and since then the rules are sort of being changed, where made in China or made in U.S. is where it is diffused, which means where it is fabbed, not where it's assembled.

So with that rule change, our made in China strategy, which was parts made in our fabs here assembled in China and shipping China as a local product, that really doesn't work. So we are redoing our China strategy. We could still do that based on parts made in Taiwan and we can transfer some of the other products from U.S. to Taiwan. So we'll be redoing the strategy and talk to you at a later point.

A point I'd like to make on record, which we are communicating to the Trump administration, to Secretary of Commerce and all that, is that the current rules are actually incentivizing moving product out of U.S., which is opposite of what they intended. They were trying to get more people to make parts in U.S. And we are moving mask sets as we speak from U.S. to Taiwan, wherever we have dual source so that we don't have to pay a tariff going into China. So we'll come back to you on the China for China strategy.

Thank you.

Thank you. The next question comes from Vivek Arya from Bank of America Securities. Please proceed with your questions, Vivek.

Thank you for taking my questions. On the first one related to gross margins and then pricing, so March quarter gross margins were I think kind of at the lower end of your outlook even though sales were slightly above, so just anything to call there? And in general, Steve, what are you assuming for the pricing environment this year versus say three months ago?

The pricing environment we have assumed is basically mid-single digit type of decrease.

Yes. And I think on your question on gross margin, why it came in on the lower end versus when sales were above the midpoint? It's a number of factors, but the bottom line is we continue to aggressively tried to reduce inventory. So our utilization was low and our inventory reserve charges were still high. So it's really a combination of those factors.

All right. And for my follow-up, Steve, you're calling June an inflection quarter. How should this inform us about your visibility for one quarter out in September? Like if we had to think about September, should we be thinking given that June is an inflection, that September should be seasonal, above seasonal, should it kind of be, you know, in the same range as June?

Because you know, modeling your business when it is going through these periods of inflection gets really tough. So I would appreciate any help that you could provide in how we should be thinking about quarter plus one for your business?

So you know, if we look at September quarter backlog today and compare it to the June quarter backlog at the same point in time, which means June 8, just go back a quarter and what June quarter would be at the same point in time a quarter ago. The September backlog is higher than where June quarter was at the same point in time. And the slope of the fill on the crawl chart looks quite good. So if I were to say today, I'm quite optimistic about the September quarter.

Thank you.

Thank you. The next question comes from Tore Svanberg from Stifel. Please proceed with your questions, Tore.

Yes, thank you. So Steve, one of the organization changes was to combine the 8 and 32-bit microcontroller development tools under one group. I was just wondering if you could clarify and talk a bit more about what was behind that particular change and how that might impact your share in the overall microcontroller market?

So the change was not combining the 8-bit and 32-bit development tools. The change was combining 8-bit and 32-bit business units, the product group. The development tool was only was always one common group, but they reported in a way that they were not totally aligned with 8 and 32-bit. The reason for the change that came out during my deep dives was 8-bit was pursuing 8-bit opportunities and 32-bit was pursuing 32-bit opportunities and nobody was minding the store as some of the 8-bit customers wanted to convert to 32-bit.

So the 32-bit group was doing a lot of middle end and high end products and leaving the low end of 32-bit vulnerable. So when an 8-bit customer wanted to move to a low end 32-bit, we didn't have the appropriate product. So 8-bit will keep fighting with 8-bit trying to compete with 8-bit, but customer was trying to go to 32-bit. Remember this 8-bit to 32-bit conversion now has been talked about for about 35 years.

People were talking to me about that conversion back in 1994 and it didn't happen for forever, but it did happen during COVID. It accelerated. Parts were hard to find, so people found whatever they did and whatever parts they could find anywhere. And so a lot more designs were able to fulfill their needs with 32-bit and they stayed with 32-bit and going forward they have adopted 32-bit.

So since combination of those business units, we have changed the developmental priorities to fill that hole. And the first of those products will be introduced to the market in early January. And we're already working with the customers to design it in because customers can design in using one of the other products because the architectures are very compatible and they would be ready to go in production with our product when it is released. So that was the change we made.

That's great color. As my follow up for Eric. Eric, the $90 million to $100 million in operating expenses that you're saving from the recent restructuring, could you just talk a little bit about the linearity of that? I mean obviously some of it is already played out and we can see that in the numbers. But any more color you could offer us for those savings as we move into fiscal 2026?

Yes, I would say most of it is already played in. Right? If you look at where our OpEx came in for the March quarter compared to forecast, I think it was $7 million or $8 million below what our guidance to the Street was because we implemented the RIF beginning in early March. And so most of those actions were fully reflected in the guidance that we gave today for the June quarter.

There still might be little small pieces to go, but most of those actions are completed at this point in time.

Great. Thank you very much.

Welcome.

Thank you. The next question comes from Harlan Sur from JP Morgan. Please proceed with your questions, Harlan.

Good afternoon. Thanks for taking my question. Steve, you already got the question on tariff related pull ins and you mentioned indirect impact is above your pay grade. But to be fair, this is a team, right?

If you look back in the 2018, 2019 U.S. China tariff and trade conflict, the microchip team was actually the first to call out seeing order patterns dropping within your China industrial and manufacturing customers due to the demand uncertainty caused by tariff impact at that time. In fact, the team has somewhat of a unique profile of having very large exposure to like small and medium sized manufacturers and they tend to modulate their activity fairly quickly and in real time. So given the current trade and tariff dynamics, are you starting to see any signs of a pullback or perturbations in order activity from your small, medium sized China manufacturing and industrial base?

So Harlan, I don't recall between then and now, I retired for about a few years, so I don't recall what happened, but I think the tariffs were very pointed at that time only for China. This time, tariffs are a lot broader in the whole world and people are still going to be buying cars and washers and dryers and equipment and appliances. And what we do see is people from China, our customers in China, rapidly moving production from China to outside of China. For example, a lot of our development tools were made in China and our supplier who builds a development tool, our contract manufacturer, has moved their facility to Vietnam.

So a lot of those changes are happening and they're accelerating now, but they've been happening for five years because this, you know, this thing, Trump has been saying that for two years now during all his campaigns, so this is not new. So therefore we just think that people are going to continue to build these products, but there'll be a lot of movements out of China. So China may have a problem, but the world may not have as big a problem.

I appreciate that. And then on the sixth megatrend focus, from fiscal 2021 through fiscal 2024, megatrend revenues grew at a 26% CAGR. Right? That's about 2x the growth of the overall microchip business represented about 47% of your revenues.

Can you guys just true us up? So what was the performance megatrend revenues versus your total sales in fiscal 2025? And what was the percentage mix of the megatrend revenues in fiscal 2025?

Rich?

So our megatrend mix has pretty much held the same in terms of overall revenue growth. In terms of overall percentage growth, that trend has diminished or slowed down. Megatrends are still growing above the microchip rate in terms of CAGR, but with all of the inventory correction megatrends were just as susceptible to inventory correction as our standard markets.

Thank you.

Thank you. The next question comes from Joshua Buchalter from TD Cowen. Please proceed with your questions, Joshua.

Hi guys. Thank you for taking my question. You've been pretty transparent about your limited visibility as we kind of went through the thick of the inventory digestion the last few quarters and clearly there's been a lot of digestion and I realize we touched on it a bit, but I was wondering if you could maybe comment on what's improved from a visibility standpoint that's allowing you to conclusively say we've hit the bottom here? I mean is it simply that the bookings have gotten high enough where you're able to get a better pulse on true end demand and consumption versus inventory situation?

Thank you.

I think there are many pieces of it, you know and so one of them is the distribution. Sales out is increasing after many, many quarters. So distribution is selling more to their end customers, which means in some cases the end customer's inventory is getting corrected so distribution is shipping more, so that's one. Number two, the bookings in March quarter were up significantly from any prior quarter and bookings in April were higher than any other month, January, February or March.

That's number two. And number three, when you look at the crawl chart, so crawl chart essentially on a daily basis looks at what we have billed for the quarter and what do we have bookings aged in the quarter. So if no more bookings come in in the quarter, that's the number we're going to be for the quarter. And you can compare those crawl charts, you know, one quarter versus the other at the same point in time.

So the June quarter starting backlog was higher than March quarter on the first day of the quarter. And if I look at it now on May 8th and compare it to February 8th, the backlog for June quarter on May 8th is substantially higher than at the same point in time on February 8th. And then when you look at the backlog for the September quarter compared to March or compared to June, it's higher than both of them. And slope at which it's increasing is also higher, which means customers are increasingly thinking of buying more because either the inventory is correcting or they have a new product that's going into production.

So it's multifaceted.

Thank you for all the color there. And I think you mentioned more sustained shutdowns in the June quarter. Can you elaborate on how you're thinking about the cadence of this? I think in the past you've done some two-week ones and clearly you're getting more aggressive now.

Should we think about sort of the sustained lower production levels until you hit, I think it's 130 to 150 day on books, inventory targets and similar where you feel comfortable in the channel? Thank you.

So there are two factories where we are still working a little bit of rotating time off. One is an Oregon facility where we could have brought it down further, but we didn't bring it up as low because it will get below a critical mass. We brought it to a point lower and then we're running a two weeks rotating time off out of 13. The reason for that is, that is the factory where all our advanced products are. And by having a two weeks rotating time off, we can ramp it very rapidly by just removing the rotating time off.

We're not doing the same thing in Colorado. We're not doing the same thing in Philippines. That facility was unique in the products it builds, why we decided to do it that way. Now our plan is to run the production at these levels, which is well below really what we are shipping today, so that the inventory could come down.

But your last part of your question is, would we continue to run this way until our inventory comes down to 130 to 150 days and the answer to that is not. And the reason for that is if you wait until the inventory comes down to 130 to 150 days, then for the following quarter your inventory can't decline anymore because you really cannot size. You may have to grow your capacity 40%, 50% in a single quarter because we are running so much below consumption plus revenues growing. So therefore you have to model it where you have to start growing capacity or start growing production few quarters ahead of time, so you don't have a hill to climb that you can't climb in rehiring and retraining people.

So we don't believe that inflection point is in this quarter or next quarter. But as we progress through the fiscal year, we could get there where we need to start and start ramping the factories.

Got it. Thank you.

Thank you. The next question comes from William Stein from Truist Securities. Please proceed with your questions, William.

Great, thank you. Steve, I appreciate all the clarifications you've provided. I wanted to dig into the earlier question about China for China and as I recall the business update from the March time frame, I felt that you talked about some of the products in your portfolio no longer being meaningfully competitive in China, especially I think what you characterize as standard products. And I thought that was the reason for this partnership that now it sounds like that strategy has changed.

So can you talk about your competitive positioning in China going forward and how if some of your products are less competitive, how that influences the total, I think it's called total solution selling strategy that you have? Thank you.

I think, I don't know if you misunderstood, but I don't think we set up products as competitives. There is a push from the Chinese Government to the local industry to design in the local products and so a lot of the customers want to use a local product to check that box. Now when we talk to the customers, they like the Western product better than the local product, but they're under pressure from Chinese Government. So if you can provide them the product with Western quality, Western design, Western spec, but under a local brand, then you get the best of both worlds.

So that's what we were trying to do, to provide our Western made product under a Chinese logo from a local company. And many of the customers were telling, yes that's exactly what I want. Now what happened then is that they changed the definition of what it is made of. It used to be assemblies where the product is formed, changes shape significantly and they redefine that to where it is diffused, which means where it is fabbed.

So therefore all of the U.S. made product won't fit into the China for China strategy. All of our products made in Taiwan and Germany and Japan and everywhere else will fit, but you know, that's not a complete portfolio. So we're redoing that strategy and may land up building relationships with some of our U.S. made products are also made in Taiwan or elsewhere, but I don't want to rush to it. We are already transferring some of our mask sets where the process already runs in Taiwan at one of the foundries.

But we're not forming new relationships to transfer of a U.S. product, instead we're giving feedback to the government that the strategy is having an opposite effect where there's an incentive to move U.S. production out. But if there is no change in the strategy and the current rules continue another few weeks, then we will probably start to move some U.S. production elsewhere.

Yes Will, I think maybe where some of the confusion came is, we talked about how where we have seen some and may see more competition over time from China based companies and semiconductors is in the kind of the lower end of the standard microcontroller and analog products. But we won't see it in kind of our higher end, more complex products, at least not in the near term.

Okay, thank you.

Thank you. The next question comes from Vijay Rakesh from Mizuho Securities. Please proceed with your questions, Vijay.

Yes, hi, Steve and Eric. Just a quick question. Under Section 232 talking about bringing product back to the U.S., what are you contemplating? How are you looking at that? What's the time frame for that? Thanks. And I have a follow-up.

Time frame for what?

Just wondering if you're expecting any Section 232 rulings coming down in terms of trying to bring product back to the U.S.

Well, I just finished explaining that we're taking product from U.S. to elsewhere. The current rules are such that produce the product anywhere but don't produce them in China and don't produce them in U.S. You're in best shape if you stay away from U.S. and you stay away from China because China hates U.S. and U.S. hates China. So if you produce elsewhere, you're loved by everybody else.

So I think those are the rules the way I understand it today. But you know, we are -- the rules are changing every day and we will do whatever the appropriate thing to do is. We have fair amount of overlap in our products where we produce them in U.S. and produce them in Taiwan on many of our products and some other products, we produce them in Germany and we produce them in Japan. But as the rules continue to change, we will evolve that strategy to ensure that we're best positioned with whatever the final rules are.

Got it. And then talking about visibility, just wondering how you're looking at utilization, I guess, across the fabs as you go to the back half, if you have some visibility there in terms of demand or how we should see that going? Thanks.

So, you know, so we guided that the June quarter inventory is somewhere between 215 and 225 days. You know, and if I just kind of project ahead in September, I think it drops below 200. I don't know what the exact number would be. And our goal is 130 to 150 days longer-term. So somewhere between that 150 and 200 there is a number at which we need to start rehiring people and start growing production.

Because if we wait till the inventory gets into that band, then we'll have to create the full output of a quarter fresh without being able to take it from the inventory. It could be a growth unachievable because that's a hill to climb. So we understand that how much we can grow per quarter. And based on that model, we think we will start growing the production well before it hits 150 days.

Got it. Thank you.

Thank you. The next question comes from Quinn Bolton from Needham & Co. Please proceed with your questions, Quinn.

Hi, guys. Thanks for taking my question. Steve, just a quick follow up on that last question. As you guys start to -- you get below the 200 days, somewhere between 200 and 150, obviously you start increasing production.

Is that where you could see the incremental margin that you talked about being 85% in the June quarter? Is that where it could start to tick even higher or is there a scenario where you could see better than 85% incremental margins before that point, maybe just because of the reduction in inventory reserves? Thank you.

You know, there are a lot of moving parts. There are a lot of moving parts. As the inventory comes down, your write-offs go away because even the slow moving parts are no longer higher than 18 months of inventory. Your utilization starts to improve when you ramp the fab.

So there are a lot of moving parts, but I think we can roughly keep that sort of incremental margin falling to the bottom for a few quarters. That's sort of the best I can describe.

Okay, thank you.

Thank you. The next question comes from Chris Danely from Citibank. Please proceed with your questions, Chris.

Hey, thanks, guys. Steve or Eric, just a question on the inventory write-downs, write-offs, et cetera, et cetera, how much of that has been written off, written down, and then when will you start to sell that and what's the impact going to be on the P&L for planning purposes?

Well, it's a bit unpredictable on when we will see it. Right? If we had an order on the backlog today, we wouldn't have written it off this last quarter. So it's just based on the pattern of orders that come in.

We know that we are building very long life products that are going to sell over time. It's just that predicting that is difficult. But every quarter we have some sell through of previously written off inventory. And because we've written off so much over the last five or six quarters, that tailwind to gross margin is going to come.

We don't necessarily think that's happening this quarter, but I think as we progress through fiscal 2026, we're going to start to see benefits of that.

Okay, thanks Eric. And then as a follow-up, so either Steve or Rich, you know Steve, now that you've been there for several months, how would you, I guess what would be your take on just Microchip's product positioning in the microcontroller market? Maybe you know how it's gone over the last year or so? Do you think that anything needs to change?

Do you guys think you need to add on anything to the product lines or do anything differently or is it sort of autopilot right now? Just appreciate your thoughts on the market share and the product positioning.

Well, I mean there's certainly nothing autopilot. There is an extreme sense of urgency. Rich and I have brought back to the groups and we've made a number of organization changes. The 8-bit combining with 32-bit is the most visible to you, but we made other changes across the company and there is a new sense of vigor and a new sense of urgency.

And you're starting to see essentially when I look across the company, every indicator is starting to move in the right direction. Revenue growth, gross margin growth, operating margin growth, EPS growth, inventory reduction, product schedules, pricing, everything else is really just lining up. Customer counts, so all those things are happening. So it's nothing business as usual.

But I think when it gets to specific product, you can't have a CEO admit on a conference call to all the competitors that his products are XYZ. No, our products are great, but where we missed the boat was in some of the 8-bit to 32-bit transition at the low end and I did admit that. I highlighted that and we're correcting it. But no, beyond that, I think our products are good.

Yes, there's more to this conversion too. Even in development tools, we're going to make it much easier for customers to move between our product lines, a great deal of automation is being given to our customers to help them design in our products. So we are moving very aggressively on a number of fronts here very aggressively.

So one other thing I would highlight is really kind of on the development tools. So the, you know, the past strategy was that Microchip has its own unique development platform on 32-bit microcontroller that was harmony and customers have to adopt that development platform to design with our products. Now that was required when our products were either the proprietary architecture which the third parties didn't support, or when very originally we were trying to do MIPS based products which were not supported by the third party ecosystem. Since we now are doing most of our 32-bit products on ARM-based architecture, most large customers are using either Keil or IAR or many a number of these development platforms which are pretty standard.

So Microchip was pushing its own platform to the people who already had a platform. This providing a sort of resistance path for adopting our products. So I think what we have done very recently is change that strategy and now we are up and running to all of these third party platforms. So therefore when we go into a large customer, we just have to position our products and not ask them to change their development platform.

And that has really dropped one barrier and we're succeeding, getting new designs.

All right, thanks a lot guys, that's great.

Thank you. The next question comes from Joe Moore from Morgan Stanley. Please proceed with your questions. Joe.

Great, thank you. I know the dividend has always been a big priority. Is there any scenario where you could see that coming down in different economic circumstances? I'm just asking, I get the question a lot.

So, you know, there is a absolute commitment that dividend reduction has not been a consideration. When we were threatened that our debt rating could be downgraded, we took strong action last quarter by raising this $1.45 billion mandatory convert and brought our debt level down by about $1.1 billion. With that, we reaffirmed our investment grade rating by both rating agencies and kept the dividend intact. Now, as we look at it going forward, with our revenue increasing, cash getting liberated from inventory, gross margins rising, we're talking about 85% of the incremental revenue fall through.

I don't really think we're in a situation where there is risk. So I think we have put that behind us.

Okay, I appreciate that. Thank you. And then I've also gotten questions on the non-GAAP adjustments. The preferred dividend coming out of the non-GAAP numbers. Can you just describe the rationale for that?

Well, it's a dividend, right? So for GAAP accounting purposes, the preferred dividend is shown on the income statement. But there are many companies that have these mandatory preferreds in place and exclude them from the non-GAAP results because it's really an equity instrument, it's not a debt instrument.

Got it. Makes sense. All right, thank you.

Thank you. The next question comes from Janet Ramkissoon from Quadra Capital. Please proceed with your questions, Janet.

Hello Janet.

Hi, Steve. Thanks. Great job and what you've been able to accomplish in such a short period of time. I wanted to drill down a little bit on the aerospace and defense.

I was a little bit surprised that it's up to 18%. And there are a lot of changes in the defense area where we're seeing a lot of the traditional defense companies working more with some of the newer players in the market, SpaceX and the world industries and guys who are making drones and robots. Can you give me a sense of what your exposure is to some of these new markets? And I noticed you did say that one of the focus was to switch from 5G to AI.

How does that tie into this defense business and addressing some of the newer opportunities with some of these more innovative players in the space?

So, you know, good question on that. So when it comes to new space, we’ve been working with those customers for quite some time and now there's this new generation of new defense customers coming up. And what we've been doing is taking some of our products instead of RAD hard, you become RAD tolerant. We've been now introducing more plastics into our aerospace and defense product line and then working with our different product BUs to convert more products to that RAD tolerant or plastic product line that is more focused towards these new defense or new space customers.

Could you give me a sense of how you characterize the opportunity for you? How large is it? Is this just a small thing or could this be eversion to a good growth area for you?

So I think, Janet, all these new things is an opportunity and we're engaged with everyone. But I think where the real growth is going to come from is two factors. Number one, U.S. defense is talking about rebuilding its arsenal. You know, they are depleted on missiles and bullets and rifles and tanks and planes and everything is aging.

Fleet is old. So there's going to be a substantial rebuilding of our defense arsenal and we are. in everything. There's nothing in our U.S. Defense.

No battle tank, no plane, no missile, no nothing. That microchip is not in it. We are in everything. So I think that's where the growth comes in U.S.

Now, you can add to that drones and SpaceX and all that, but those are not multibillion dollar opportunities. And the second piece on the growth is really what's happening in NATO. NATO is going to double and triple its budget over the next two years, three years, and because they're being pushed to really invest for their defense. So they are rebuilding their arsenal, rebuilding missiles and tanks and rifles and drones and radars and all that and we are in all that stuff.

So we're already hearing from defense customers in Europe about a significant opportunity. Just about four weeks ago, one of the major customers from France heard about that we were closing Fab 2, you know, Tempe Fab, and he flew down to Chandler to come see me, confronting me on he's planning to double his business. Why am I closing fabs. Then I explained him that his Fabs products were not made in Fab 2. His products are RAD, hard or whatever.

They're made in other fabs. And in one or two items that may be in Fab 2, we have inventory and we're transitioning them to other fabs. So you could kind of see that customers are looking for significant growth and they want to ensure that Microchip is in a position to meet their needs.

Thanks, that's very helpful. Thank you.

Thank you. The next question comes from Christopher Rolland from Susquehanna International. Please proceed with your questions, Christopher.

Thanks for the question. I'll try to be brief. Steve, how do you see market share dynamics in Microchip, the actual MCU market playing out? Do you see China taking share? Are there any more formidable competitors and do you expect your share to increase? Thanks.

I absolutely expect our share to increase in MCU in the coming couple of years and some of it is driven by many of our microcontroller customers that have been sitting on a significant inventory, haven't been buying the full boat of products. And just starting this quarter, we're starting to see increased bookings from them, increased purchasing from them. Our guidance for the June quarter is on the upper end of the industry, and I think the market share gains are reflected in them.

Thank you, Steve. One other, and I apologize if this was asked, but AI as a percentage of revenue and you had a bunch of new looks like AI product announcements, optical, power, PCIe. Are you expecting any of these to be really needle moving and are of particular emphasis for you guys moving forward? Thanks.

So, you know, we continue to see as a percentage of sales that increasing. I think we had given a number last year that was about 4% of sales. As of the latest measurement, it's just over 6% of sales. So we continue to see strength in that particular marketplace for us and we continue to introduce new product lines within that area.

In fact, one of the reorganizations that we did was we created an AIML product group to help. We've got almost eight different BUs within the company that need either models or model zoos or accelerators on their products. That group is helping coordinate that activity within the organization.

Thank you.

Thank you. The next question comes from Craig Ellis from B. Riley Securities. Please proceed with your question, Craig.

Yes. Thank you for taking the question. I wanted to go back to the point that Rich made earlier about the significant changes that Microchip had made to improve our product development and product development efficiency for customers. What I was hoping you could do is just share an example or two of what those changes are and more importantly, help us understand when would investors see the benefit of the changes that you've made and how material could they be in say 2026 and years beyond?

Thank you.

You know, that's a -- what we've helped customers do is essentially speed up their development time. And so, you know, it becomes a productivity tool in terms of time to market. So we've been training an internal model for almost two years in terms of writing code for our products. We decided to provide that tool that we've been using internally with over 1000 engineers for their own productivity free of charge.

And so we've essentially handed our customers an internally trained tool that we found is 40% plus percent productivity improvement to help their own embedded control designers. And we continue to any enhancement that we make internally for our internal designers, we are now passing that on to our customers as well. And so we've gotten great feedback from customers that have started using it in terms of the productivity improvements, in terms of relating that to revenue, that is difficult to say at this point. Our goal is to make our customers life easier and to make the transition to Microchip development environment or using microchip as a whole easier.

And also making customers tend to choose Microchip over someone else because of the ease of designing in a microchip product. That's the goal.

And is there anything about those tools, Rich, that would help them if they're going to use microchip in one product on a system board more easily designing microchip products for other parts of that system board so that the total system solution ambition that Microchip has had is something that's facilitated with the capability you've developed?

Yes, so we have work going on. So we actually have AI product recommenders that actually do that now for customers. We've started unleashing that to them. But later in the year we will actually be offering board related support for TSS type solutions and so you can see where we're going.

So now you've got product recommenders. Now you've got software development tools. Now you can start to combine product recommender with software development tools and you can start recommending block diagrams in putting that all together.

Thank you, Rich.

Thank you. There are no further questions at this time and now I'd like to hand over to Mr. Sanghi for closing remarks. Thank you, sir.

Well, thanks everyone for joining us. As you can see from our report that we have turned the corner and we're looking for significant improvement in our financial performance in this fiscal year. And we'll see many of you on the road as we go to the conferences this quarter. Thank you.

Thank you very much. Ladies and gentlemen, that does conclude today's teleconference. Thank you very much for joining us. You may now disconnect your lines.