Greetings and welcome to the Microchip First Quarter Fiscal Year 2025 Financial Results Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Eric Bjornholt, CFO. Please go ahead.

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 releases 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 Ganesh Moorthy, Microchip's President and CEO; Steve Sanghi, Microchip's Executive Chair; Rich Simoncic, Microchip's COO; and Sajid Daudi, Microchip's Head of Investor Relations. I will comment on our first quarter fiscal year 2025 financial performance. Ganesh will then provide commentary on our results and discuss the current business environment as well as our guidance and Steve will provide an update on our cash return strategy. We will then be available to respond to specific investor and analyst questions. We are including information in our press release and 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 through 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…

Thank you, Eric and good afternoon, everyone. Our June quarter results were consistent with our guidance, with net sales down 6.4% sequentially as we continue to navigate through a major inventory correction. Non-GAAP gross margin came in just under the midpoint of our guidance of 59.9%, while non-GAAP operating margin was at the midpoint of our guidance at 31.5% as we continued our strong expense control programs. Our consolidated non-GAAP diluted earnings per share came in $0.01 ahead of guidance at $0.53 per share. Our sequential revenue decline resulted in June quarter adjusted EBITDA dropping. And as a result, our net leverage rose to 2.02x. We expect our net leverage to rise modestly for a few more quarters as trailing 12-month adjusted EBITDA drops when replacing stronger prior year quarters with weaker current year quarters. However, our cash generation continues to be solid and we remain committed to our capital return plan. Our capital return to shareholders in the September quarter will increase to 92.5% of our June quarter adjusted free cash flow as we continue on our path to return 100% of our adjusted free cash flow to shareholders by the March quarter of calendar year 2025. My thanks to our worldwide team for their support, hard work and diligence as we continue to navigate a difficult environment and focus on actions that we believe position us well to thrive in the long term. In early July, we announced our entry into the 64-bit embedded microprocessor market with a suite of products, developments to address high-performance embedded processing applications, including AI-enabled edge solutions. This extends our strong 32-bit embedded microprocessor portfolio to higher performance and increased capabilities while preserving Microchip's historically strong ecosystem of leading development tools to make adoption easy for embedded system design engineers. Microchip is the…

Thank you, Ganesh and good afternoon, everyone. I would like to provide you with a further update on our cash return strategy. The Board of Directors approved an increase in the dividend of 10.7% from the year ago quarter to a record $0.454 per share. During the last quarter, we purchased $72.7 million of our stock in the open market. We also paid out $242.6 million in dividends. Thus, the total cash return was $315.3 million. This quarter, our total cash return was reduced by the cash outlays for the recent acquisition of BSI and Euronics. When you combine the dividend buyback and acquisition-related cash outlays, this amount was 87.5% of our actual adjusted free cash flow of $389.9 million during the March 2024 quarter. Our net leverage at the end of June 2024 quarter was 2.02x. Ever since we achieved an investment-grade rating for our debt in November 2021 and pivoted to increasing our capital return to shareholders, we have returned a total of $4.6 billion to shareholders through June 30, 2024, by a combination of dividends and share buybacks. During this period, our share buyback in the open market was approximately 31.2 million shares representing approximately 5.8% of our shares outstanding. In the current September quarter, we will use the adjusted free cash flow level from the June quarter to target the amount of cash returned to shareholders. Our adjusted free cash flow for the June quarter was $301.3 million. So our target return to shareholders would be 92.5% of that amount, minus a small payment made for acquisitions. Our resulting cash return to shareholders will be approximately $261 million. Out of that amount, dividends are expected to be approximately $243.8 million and our expected stock buyback will be approximately $17.2 million. Going forward, we plan to continue to increase our adjusted free cash flow return to shareholders by 500 basis points every quarter until we reach 100% of our adjusted free cash flow returned to shareholders through dividends and share buybacks. That will take 2 more quarters and we expect that dividend over the long run will represent approximately 50% of our cash returned. We also announced today that effective at the close of business on August 20 which is the date of our Annual Shareholders' Meeting, I will transition from Executive Chair to being the Non-Executive Chair of the Board. In this role, I will continue to be a resource to Ganesh and to all of Microchip. I want to thank our investors and our employees. It was my highest honor to have served you for 34 years. Let me now turn it back to Ganesh.

Thank you, Steve. On behalf of the Microchip leadership team and all of our employees worldwide, thank you so much from the bottom of our hearts. We have 34 years of service to Microchip. In your Nonexecutive Chair role, you will continue to be an important resource for me personally and for other Microchip team members as well. With that, Stacy, will you please pull for questions?

[Operator Instructions] Your first question comes from Tim Arcuri with UBS.

Ganesh, you talked about orders being up 50% sequentially but you said that they're still weak. Can you talk about that a little more? Is that -- are you just saying that book-to-bill is still well below 1? Is that the point there?

Yes. I wouldn't say well below 1 book-to-bill is below 1. It has bookings have been growing. They've been growing unevenly between the months. So it's on the right track, just not as fast as we would like it to. And coming in they're aging faster. So that also helps.

Got it. And then can you talk a little bit more about -- you had talked about the green shoots and it sounds like they kind of stalled out a little bit. Can you talk about maybe when that happened in the quarter? Was it like the last month of the quarter? And has it continued through the first month of this quarter, just -- and maybe the end markets where that's actually happened.

So at the end of May, I think we were at a public conference where we had said, "Hey, bookings are flattish for May versus April, June got a little bit better. I think it's just through the quarter week to week. I think these are short-term indicators. We have to look at it kind of on a longer-term basis, how is it evolving? So -- but yes, June did not have the same momentum that we would have expected. If this was continuing at a consistent pace. And so that's the difference between what we saw in April versus May versus June. It just didn't have a consistency throughout the quarter. And there's no particular end market thing. The 2 end markets I referred to, stability in aerospace and defense, strengthen the data center market. And of course, we're indicating that it's not only the AI subset but going forward for September and December, we're seeing strength across the data center markets that we're in.

Next question, Christopher Rolland with Susquehanna International Group.

Mine is around utilizations and where we go from here. So I think you guys had some shutdowns in June? Are you expecting to continue those into September? And then you also talked about external wafer supply agreements, would you expect those negotiations to go well and to push those out? Or might those effect as well?

So I'll start with internal utilization. So we are not planning on having another 2-week shutdown for our wafer fabs in the September quarter. We do not expect production value out of the fabs to be much different quarter-on-quarter. We continue to have attrition and had to lower starts because of that but we'll not be having another 2-week shutdown. And in our assembly and test areas, we will continue to have days off for those activities to manage our finished goods assembly and test out appropriately. Ganesh, do you want to comment on foundry?

Yes. We have continued to work with our foundry partners on how to match the wafers coming in to the demand picture as it changes the degree of how we have worked that out has a different results at different semi -- foundry partners. But by and large, we are working through those with business arrangements to make sure that we are not receiving substantially more wafers than what we can use with the exception of the last time buy that Eric referred to, where factories are either closing down or processes are being end of life where we are buying because those products often have extremely high gross margins and it behoves us to be able to take the inventory and over many years, I realize very high gross margin on those parts.

And then you didn't call out China as a source of additional weakness. I was wondering if we could maybe get an update there, what you're seeing out of China and/or Asia.

Sure. So in the breakout that we provide that's on our website, Asia. We don't usually break out China but Asia was flattish. The declines were largely in the Americas and to a larger extent, in Europe. And I think China and Asia on current basis is more constructive. The weakness is predominantly in the Americas and Europe. And I think that is, to some extent, consistent with if you look at some of the PMI reports and where the manufacturing economy is that just this morning, the U.S. PMI came out last month, the European PMI came out. This is not the first month, there's been many, many months over which that weakness has been playing out. And I think China was there earlier on as were other parts of Asia. Some of that they have worked out. So, more stability and strength on a relative basis than the Europe and Americas regions.

Next question, Tore Svanberg with Stifel.

Ganesh, one of your peers last week talked about customers sort of ordering hand to mouth and potentially even holding too low inventory due to working capital constraints and so on and so forth. Are you seeing that with some of your customers and maybe especially on the industrial side because that's certainly a concerning thing and it certainly may reflect the very low terms orders that you are getting or the very low backlog visibility that you are getting?

No, that is absolutely happening at many, many customers. And I think they have, in some cases, low visibility into their own business as well. So they're reflecting that. Given that there's plenty of capacity and short lead times, right? There's really no reason for them to try to get backlog ahead of time. At some point, that will change and it will correct itself. But yes, the -- what is reflected in the green shoots we talked about when we said we're getting expedite orders where new orders are being placed with short cycle expectation and prior orders that were placed are being pulled in. Those are all reflective of people who are more conservative in how they place orders and then recognizing they need it parts sooner. At some point, that will catch up on itself. It's still early but that's how these things usually correct is people tend to go too low and run out of inventory, any strengthening in the business starts to create some urgency for orders that becomes the whole expedite chase. We saw that back in other cycles as well. But that is something we're watching. We're still in the early innings of how that up cycle will play out.

Yes. And related to that, I mean, can you comment on how much terms you need at this point and maybe compare that with previous cycle?

So we don't typically break that out. I think maybe you want to give some historical perspective on where they're at.

So I mean, it is not unusual for us to enter a quarter needing 30%, 40% turns. And with short lead times, we've been able to do that historically now. We're coming off a period up to the last couple of quarters where we were fully booked entering a quarter. So it's definitely a large change for us from what we've seen over the last 2.5 years. But there's a significant amount of terms that we need to take and we've kind of been signaling that to the marketplace that with short lead times that is not out of outside of what we would expect it to be. And customers are managing their balance sheet and know that we can get them inventory quickly.

[Operator Instructions] Next question comes from Joshua Buchalter with TD Cowen.

Congratulations to Steve in the next step in an incredible career. To start, I was hoping maybe you provide some more color on what's baked into your assumptions for the September quarter guidance. I know it's difficult but is there any way maybe you can give us on a relative basis. Do you -- how much do you expect to be under-shipping demand in the September quarter? Is that level going down versus June. Do you feel like you're close to shipping to end demand and demand just weak? I'd just be curious to hear any granularity you can give us on what you're seeing at inventory levels, both in the channel what your downstream -- and at your downstream customers.

So a lot of questions there and I think there's a lot of information that is really not readily available. Clearly, as Eric mentioned, the distribution inventory in absolute terms has been coming down. It's the third consecutive quarter where we brought down distribution. So that is draining. Where is true consumption at - I think that's a $64 million question that I'm not completely sure we know where that is. Anecdotally, when I visit customers and I try to understand where is their business and I try to compare it to where is our business, right? Where is our business. Customer business is down more in the 5%, 10%, 15% year-over-year kind of that level. We're obviously down in the mid-40s, maybe high 40s with the guidance and. So that delta is what you should expect that in time, as inventory drains will get closed with a recovery in our business even when the macro is still weak. But the customers don't really report out inventory to us. We can glean information based on are they placing orders? Are they expediting orders? What are they seeing? And in those patterns, you can begin to form conclusions for a given customer. We have 100,000 customers. It's awfully hard to integrate that. And then from an end market perspective, as we mentioned, both industrial and automotive are both large pieces of our business and where we see the largest weaknesses as well.

Understood. And I mean, it doesn't really seem like it from the gross margin numbers you're putting up. But anything changed as a digestion extends on the pricing front? And in particular, like one of your larger peers, I think, called out some pricing pressure and weakness in general purpose microcontrollers. Are you observing any of that?

So there's no pricing pressure on the immediate products we are shipping last quarter or this quarter. And there's always the fringes some of that. But what really takes place is our new designs, all participants who are trying to win a design are going to put their best foot forward which often is their newest and most cost-effective products and are going to be as aggressive as they can be with consistent within their model for that. That is, in fact, happening. And -- but that is always how business has been conducted. And I'm sure there may be a little extra of that when people see the environment is weak. But pricing, in general, is a more strategic exercise both for us and for customers for whom they're making decisions on a platform for multi-years. And price is not the only reason someone makes a decision. It's really value. And it's what else do we bring besides price that brings the overall value equation to match what the customer is willing to accept.

Next question Harlan Sur with JPMorgan.

As you guys mentioned other of your peers in the embedded market, MCU and analog have seen sort of this broad pickup in China back in May, at our conference. I think you did talk about seeing improvements in sell-through by your China [ph] customers. It looks like, again, as you guys mentioned, this was reflected in your Asia sales which were flat sequentially. Did Asia [ph] sell-through actually grow sequentially in June? And during the September quarter, would you anticipate China and the Asia region revenues this quarter to outperform Europe and North America again?

We don't break out the details of sell-through any longer, right. We provided some information over the last couple of quarters of the amount that sell-through exceeded sell-in. That amount was $85 million roughly in the June quarter and about $125 million in the March quarter. I will just say that China was really the first to go into this. This is similar to Ganesh's comments earlier. And we wouldn't be surprised if they were the first to come out. The June quarter is a little bit hard to judge because the March quarter has a Chinese New Year. So there's just more shipping days, right? And so you kind of have to look effectively what's happening on a daily basis. But I would say China is our least weak market at this point in time. And I know that doesn't sound great but Americas and Europe are definitely hurting more so at this point in time than what we're seeing out of the Far East.

One of the difference in this cycle is we have typically viewed sell-through as a measure of the consumption, the economic conditions have changed. What we're also seeing is there is inventory sometimes downstream. So a great example, if you take automotive, right, if you look at automotive showrooms, particularly in the U.S. where they have inventory, have substantially more inventory today than they did a year ago or 2 years ago. So inventory sometimes is not just what the channel has but also what is downstream from them. And all those play into the final equation of how does the destocking take place. And I think that has been one of the reasons why it has been slower than what most of us have expected. But as every month goes by, it continues to lower the level of water. And I think that just sets the conditions up for when this will revert back and change to those direction.

I appreciate the color there. Obviously, in this kind of environment that you just described, there is a lot of in orders. I appreciate that. But is the team seeing a pickup in cancellations pushouts and rescheduling or is that still at relatively low levels.

No, that has been on a decline continues to be -- that's one of the green shoots that continues is that new bookings are continuing not as fast as we would like and the cancellations and pushouts are decreasing. So those are good signs.

Next question, Chris Danely with Citibank.

I guess just from a broader perspective, so you're seeing some green shoots but the revenue decline is getting incrementally worse. So exactly how is that happening? And then when the customers come to you guys, are they saying that it's more their demand trends are a little worse than expected? Or are they just like found too much inventory? Or is it some combination of both? Maybe just take us into the machinations of the quarter of the business?

If you look at the end markets, we have a large exposure to industrial and automotive. And clearly, there is more clean-up there. That's also where when you look at broader macro trends, what is happening with the PMI, what is being reflected in that. I mean I think U.S. has had of 21 months in a row where the PMI has been weak. Europe, I think, is closer to 24 months. So all of that is just playing itself out into lack of confidence in knowing what and when their business will change, lack of confidence in placing orders soon enough. And so at some point, this will all reverse. We just don't have enough visibility to be able to say, "Hey, here's how it is and here's when it is. And -- but I don't have more than that. We call it the way we're seeing it. And right now, I think there's lack of confidence reflected in the backlog being low and the orders being placed on shorter cycles than what they would historically have done. And you add all that up, is what we have in our guidance.

Sure. And then before I ask my follow-up, I just want to say that Steve, you are a true icon in the industry, especially for those of us that have been around for a long time. And we really appreciated your candor and your honesty over the years; I really mean that. And as my follow-up, just in terms of your 2 bigger end markets, automotive versus industrial, any qualitative or quantitative comments on which is worse or which is better and why on a relative basis?

Yes. I don't know about the why but I can tell you, I think in general, anecdotally, I would say industrial feels worse and it's just been consistent with -- I think automotive has a bit of it which is inventory but also a bit of it which is people are still buying cars and it's just flowing through that inventory. But I would say on a relative basis that would be my best guess.

Next question, Harsh Kumar with Piper Sandler.

Yes. Let me start off. Steve, congratulations. I've enjoyed working with you for all these, I guess, over a decade now. And hopefully, we'll still get to hear your voice on at least some of the calls. Appreciate it. Steve, all the holes that we put in with you and you're honestly as somebody else said earlier. I had a question. Let me start off with the product question. Could you just help us understand what kind of end markets you might be able to address with a 64-bit microcontroller -- and I think you mentioned that the software that will be used on 64 bit is also the same over 8 to 64 and also your FPGA line. Is that actually correct? And how important is that?

So firstly, it isn't the software that is common. It's all the development tools and the related ecosystem of what we need to do. But yes, so they all come under what is a Microchip branded set of ecosystem and tools. We call it MP lab. And all of that is set up in such a way that once you get used to that environment, you can easily move around, you can port things between the different products and you can start on a bit processor and move to a 64-bit processor or vice versa as the case might be. The -- there is a significant expansion that is at the higher performance end of where this processing takes place. And so this is more compute intensive. It's in places which can be in factory automation, it's envision. That machine vision. It's an AI at the edge. And so it's a continuum of where we were on microprocessors with 32-bit but now higher end from there where we couldn't reach before with the products that we had and also, in some cases, opening up some places where perhaps people would not have considered us because they didn't see a common road map that they could get to from starting at one end of what we had in 32-bit and moving into the other end of 64 bit. So this is going to be done over multiple years, we'll have a broad set of portfolio of products, a family of products that are going to be needed. But clearly, it opens up a meaningful amount of new total available market to us. And by our estimates, there's about $3 billion to $4 billion of total available market on the 32-bit loan. By the time you add the 64 bits, it almost doubled that to about $6 billion.

Got it. And maybe for my follow-up, I wanted to ask you sort of talked about industrial versus automotive but maybe you could give us some more color on which other end markets outside of data center are acting better. And perhaps some that are not acting so well outside of industrial.

There's nothing that is acting better so to speak. Aerospace and defense for various reasons. It's stable. There are pockets of commercial aviation that for the well-known issues are there space tends to be a very lumpy business for us quarter-to-quarter. Defense is strong for reasons that you can read in the news as well. But I don't have any other end market out as being particularly noteworthy.

Next question, Quinn Bolton with Needham & Company.

Nick Doyle [ph] on for Quinn. Just one question kind of talking about the other side of -- the only place that's positive, you talked about a broadening of data center growth in the September quarter. Can you just elaborate what's coming from? Is it from the general purpose side, the power connectivity, anything specific you can call out?

Yes. So the data center infrastructure which is kind of where a lot of the business was before the AI wave and the accelerated computing way I came about as that happened, there was some amount of CapEx at many places that moved primarily to the accelerated computing. And we had our share of that with where we were designed in. Now what we're seeing is some of that a and it can be in the back plane, the citing the power supplies, it can be in the storage networks, a number of different areas that all need at some point, the data center investment as well. And all of that plays into the data center solutions that we bring. So the AI or the accelerated computing piece is going well. It's just other parts of data center are doing better at this point. Yes. And some of that, you can see also reflected in the CapEx announcements that have been made by some of the data center players out there.

Next question, Craig Ellis with B. Riley Securities.

Steve, let me just start off by saying thanks for all the insights over the years, I learned a tremendous amount from you and really appreciate all your help. Moving on to questions, Ganesh, I wanted to go back to the point you made in prepared commentary about the significant reengagement from customers and design in activity as we got through the supply chain crisis. As you look at how that's manifested across Microchip's business, can you comment a little bit for the unnotable trends? And from when those engagements result in design or a design win that's going to go to protect production, how should investors think about the gestation period. So when do we begin to see the benefit of this renewed more vibrant engagement that you're seeing from your customers?

So our historical design cycles have been in the 12 to 24 months range. Some of them are a little longer, so maybe it shorter. But for the most part, it's in that 12 to 24 months range. And so you would begin to see a lot of this in the next 12 months because we are about 12 months into that process. Now keep in mind that there are a couple of other forces that will make certain adjustments to it. One is when customers have inventory, they will also look to use their inventory and perhaps be a little more of the older generation until they can burn through that inventory before they shift to the newer generation of whatever they build. Second, if the slowdown in the macro persists for some time, historically, what we mean is customers tend to want to delay some of the launch because there's upfront costs associated with the marketing activities there, building of inventory, stocking of channels and all of that. And so there are many things at play here. But it should, in the next 1, 2, 3 years, create a surge of activity from all the work that has been started since about a year ago and it's continuing and will continue. And that surge has the benefit of both Microchip's approach on maximizing the total system solutions. And we do measure that internally, how we look at how many products for Microchip are getting attached to these new designs and how well it attaches to the fastest growing parts of the market. So I think there's a lot coming in the next 1, 2, 3 years from design in activity over the last year, plus the design-in activities that are still continuing over the next 1 or 2 years.

That's really helpful. And then for the follow-up 1 for Eric. Eric, it's clear you're able to keep CapEx pretty low over the next 2 to 4 quarters. I wanted to understand the interplay of that with low foundry utilization that we're seeing in potentially attractive pricing. At the margin, does the current foundry environment with low utilization give you an opportunity to do a little bit more externally or as you look at the mix of internal and external production, are you interested in continuing with the mix that you've had in driving that forward.

I would say the mix that we have is pretty fixed, right? Typically, a product is either designed on a process technology in one of our own factories or an outsourced partners process. There are limited cases where we have capabilities to do something both externally and internally on the fab side. So I think that mix is going to stay about where it's at. We continue to do some things with technologies that we own to bring them in-house but we've got this roughly 40% in rental 60% external split for foundry. And I think that will likely stay about that for the coming years.

And where we have opportunities of technologies that can run both inside and outside. And we have done some of the work over the last 2, 3 years towards that. It is far more favorable to load an underloaded internal factory for almost all cases that I can think of, than it is to say, let's continue to underload the internal factory and load more at the foundry.

Next question, Janet Ramkissoon with Quadra Capital.

First, Steve, thanks very much for a nice ride. All these decades and for all you've done for Microchip long-term shareholders. A lot of my questions have been asked.

Janet, I met you 34 years ago when I was raising private financing at a $10 million market cap. Fast-forward 34 years with a $45 billion market cap, you're still there [ph]. So staying there I'm ready to go kick four of my grandkids. Kick them around [ph].

I still hold some of that stock, Steve. Thank you for convincing me then to -- with this. So just a couple of little ones, if I may. 64-bit marketplace. Can you give us a sense or any color on what the early design win activity is looking like? And the second question is that you said that June, May was fattish June was weak. Any additional color on how July progressed relative to June and May.

So, I think the -- I said May was flattish. June actually was -- is -- in terms of plans was up from there. The July numbers are just coming together, I would say, is flattish where it was. So month-to-month, these things don't matter as much. We just need to look at it kind of on a quarterly bucket in terms of where it's at. And in a stutter step, it is heading in the right direction, just not consistent month-to-month and not at the pace that we want to on a quarter-to-quarter basis. On your 64-bit question, it's early days. So it's too early to have design wins but we have lots of early adopters. These would be customers who are interested, want to have the product samples and the tools have an idea of a design that they want to pursue are in detailed discussions with our field and technical teams because they see an opportunity to take advantage of what the 64-bit product lines have. And so it's optimistic early days but still early days.

Just one little thing. If history repeats itself, once you start producing the 64-bit chips, the margins on those new products should really move up the ramp quite a bit faster. Well, they would certainly be faster than the 32-bit would assume given the markets that you're targeting. Is that a fair assumption?

It's a little early for that. Typically, the processor or controller margins have all been within a narrow range between them. I think to some extent, as we find the specific applications we'll look at that. And we want to look at margin not just on that 1 chip alone. We want to look at how is it with the entire portfolio that attached to that 64 bed. And so the value for us is not just the 1 chip but it's really the entire total system solutions that we can bring to that customer.

I would like to turn the floor over to Ganesh for closing remarks.

Okay. Well, thank you, everybody, for coming in and spending some time with us. And we look forward to meeting many of you in the coming weeks through the conferences and other meetings that are being set up. So thank you. This concludes this call.

This concludes today's teleconference. You may disconnect your lines at this time and thank you for your participation.