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Published: 2023-04-04 16:08:43 ET
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EX-99.1 2 sghq2-23form8xkxex991.htm EX-99.1 Document

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Exhibit 99.1
Press Release
FOR IMMEDIATE RELEASE


SGH REPORTS SECOND QUARTER FISCAL 2023 FINANCIAL RESULTS
Record IPS revenue of $222 million
Milpitas, Calif. – April 4, 2023 – SMART Global Holdings, Inc. (“SGH” or the “Company”) (NASDAQ: SGH) today reported financial results for the second quarter of fiscal 2023.
Second Quarter Fiscal 2023 Highlights
Net sales of $429 million, down 4.5% versus the year-ago quarter
GAAP gross margin of 25.7%, up 60 basis points versus the year-ago quarter
Non-GAAP gross margin of 28.9%, up 290 basis points versus the year-ago quarter
GAAP EPS of $(0.55) versus $0.04 in the year-ago quarter
Non-GAAP EPS of $0.76 versus $0.87 in the year-ago quarter
Cash and cash equivalents of $376 million
“Our second quarter fiscal 2023 results demonstrate the resilience of our business, highlighted by strong non-GAAP gross margin of 28.9% and non-GAAP EPS of $0.76, which was above the high end of our guidance range. We exited Q2 with a strong balance sheet, including $376 million in cash and cash equivalents,” commented CEO Mark Adams. “We remain disciplined in managing our expenses given the continued challenging economic environment, while maintaining strategic investments to capitalize on the tailwinds of AI, machine learning, data analytics, networking and specialty lighting, which we believe will drive long-term growth for SGH and create value for our shareholders,” concluded Adams.
Quarterly Financial Results
 
GAAP (1)
 
Non-GAAP (2)
(in millions, except per share amounts)Q2 FY23Q1 FY23Q2 FY22Q2 FY23Q1 FY23Q2 FY22
Net sales$429.2 $465.5 $449.2 $429.2 $465.5 $449.2 
Gross profit110.4 118.4 112.7 123.9 129.2 116.9 
Operating income (loss)(7.2)17.6 16.8 51.4 54.8 57.4 
Net income (loss) attributable to SGH(27.2)5.0 2.5 37.6 39.5 47.6 
Diluted earnings (loss) per share
$(0.55)$0.10 $0.04 $0.76 $0.79 $0.87 
(1)GAAP represents U.S. Generally Accepted Accounting Principles.
(2)Non-GAAP represents GAAP excluding the impact of certain activities. Further information regarding the Company’s use of non-GAAP measures and reconciliations between GAAP and non-GAAP measures is included within this press release.



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Business Outlook
As of April 4, 2023, SGH is providing the following financial outlook for its third quarter of fiscal 2023:
 
GAAP
Outlook
Adjustments
Non-GAAP
Outlook
Net sales$375 million +/- $20 million$375 million +/- $20 million
Gross margin26% +/- 1%2%(A)28% +/- 1%
Operating expenses$90 million +/- $3 million$18 million(B)(C)$72 million +/- $3 million
Diluted earnings (loss) per share
$(0.03) +/- $0.10$0.43(A)(B)(C)(D)$0.40 +/- $0.10
Diluted shares
50 million50 million
Non-GAAP adjustments (in millions)
(A) Share-based compensation and amortization of acquisition-related intangibles included in cost of sales$
(B) Share-based compensation and amortization of acquisition-related intangibles included in R&D and SG&A13 
(C) Other adjustments
(D) Estimated tax effects(5)
$21 
Second Quarter Fiscal 2023 Earnings Conference Call and Webcast Details
SGH will hold a conference call and webcast to discuss the second quarter of fiscal 2023 results and related matters today, April 4, 2023, at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time). Interested parties may access the call by dialing +1-833-470-1428 in the U.S. or +1-929-526-1599 from international locations, using the access code 849109. The earnings presentation and a live webcast of the conference call can be accessed from the Company’s investor relations website (https://ir.smartm.com/investors/default.aspx) where they will remain available for approximately one year.
Use of Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including but not limited to, statements concerning or regarding future events and the future financial performance of SGH (including the business and financial outlook for the next fiscal quarter), SGH’s investment in its business and growth drivers in SGH’s industries and markets.
These statements can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use words such as “anticipate,” “target,” “expect,” “estimate,” “intend,” “plan,” “goal,” “believe,” “could,” and other words of similar meaning. Forward-looking statements provide SGH’s current expectations or forecasts of future events, circumstances, results or aspirations and are subject to a number of significant risks, uncertainties and other factors, many of which are outside of SGH’s control, including but not limited to global business and economic conditions and growth trends in technology industries, SGH’s customer markets and various geographic regions; uncertainties in the geopolitical environment; uncertainties in the global macroeconomic environment; disruptions in SGH’s operations or its supply chain as a result of the COVID-19 pandemic or otherwise; changes in trade regulations or adverse developments in international trade relations and agreements; changes in currency exchange rates; availability of our cash and cash equivalents; overall information technology spending; appropriations for government spending; the success of SGH’s strategic initiatives including additional investments in new products and additional capacity; acquisitions of companies or technologies, the failure to successfully integrate and operate them or customers’ negative reactions to them, including any resulting impairment of goodwill or gain (loss) on extinguishment of debt; limitations on, or changes in the availability of, supply of materials and components; fluctuations in material costs; the temporary or volatile nature of pricing trends in memory or elsewhere; deterioration in customer relationships; production or manufacturing difficulties; competitive factors; technological changes; difficulties with, or delays in, the introduction of new products; slowing or contraction of growth in the memory market in Brazil or in the LED market; reduction in, or termination of, incentives for local manufacturing in



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Brazil; changes to applicable tax regimes or rates; prices for the end products of SGH’s customers; strikes or labor disputes; deterioration in or loss of relations with any of SGH’s limited number of key vendors; and the inability to maintain or expand government business. These risks, uncertainties and factors could cause SGH’s actual results to differ materially from those set forth in such forward-looking statements. These and other risks, uncertainties and factors are described in greater detail under the section titled “Risk Factors” contained in the Company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and the Company’s other filings with the U.S. Securities and Exchange Commission. In addition, such risks, uncertainties and factors as outlined above and in such filings do not constitute all risks, uncertainties and factors that could cause actual results of SGH to be materially different from such forward-looking statements. Accordingly, investors are cautioned not to place undue reliance on any forward-looking statements. Any forward-looking statements that the Company makes in this press release are made pursuant to the Private Securities Litigation Reform Act of 1995, as amended, and speak only as of the date of this press release. Except as required by law, SGH does not undertake to update the forward-looking statements contained in this press release to reflect the impact of circumstances or events that may arise after the date that the forward-looking statements were made.
Statement Regarding Use of Non-GAAP Financial Measures
SGH management uses non-GAAP measures to supplement SGH’s financial results under GAAP. Management uses these measures to analyze its operations and make decisions as to future operational plans and believes that this supplemental non-GAAP information is useful to investors in analyzing and assessing the Company’s past and future operating performance. These non-GAAP measures exclude certain items, such as share-based compensation expense, amortization of acquisition-related intangible assets (consisting of amortization of developed technology, customer relationships, trademarks/trade names and backlog acquired in connection with business combinations), acquisition-related inventory adjustments, acquisition-related expenses, restructure charges and integration expenses, impairment of goodwill, changes in the fair value of contingent consideration, (gains) losses from changes in currency exchange rates, amortization of debt discount and other costs, gain (loss) on extinguishment of debt, other infrequent or unusual items and related tax effects and other tax adjustments. While amortization of acquisition-related intangible assets is excluded, the revenues from acquired companies is reflected in the Company’s non-GAAP measures and these intangible assets contribute to revenue generation. Management believes the presentation of operating results that exclude certain items provides useful supplemental information to investors and facilitates the analysis of the Company’s core operating results and comparison of operating results across reporting periods. Management also uses adjusted EBITDA, which represents GAAP net income (loss), adjusted for net interest expense, income tax expense, depreciation and amortization expense, share-based compensation expense, acquisition-related inventory adjustments, acquisition-related expenses, restructure charges and integration expenses, impairment of goodwill, changes in the fair value of contingent consideration, gain (loss) on extinguishment of debt and other infrequent or unusual items.
Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP, as they exclude important information about SGH’s financial results, as noted above. The presentation of these adjusted amounts varies from amounts presented in accordance with GAAP and therefore may not be comparable to amounts reported by other companies. In addition, adjusted EBITDA does not purport to represent cash flow provided by, or used for, operating activities in accordance with GAAP and should not be used as a measure of liquidity. Investors are encouraged to review the “Reconciliation of GAAP to Non-GAAP Measures” tables below.
About SMART Global Holdings – SGH
At SGH, our companies are united by a drive to raise the bar, execute with discipline and focus on what’s next for the technologies that support and advance the world. Across computing, memory and LED lighting solutions, we build long-term strategic partnerships with our customers.
Backed by a proven leadership team, we operate with excellence around the globe while unlocking new avenues of growth for our business and industry.
Learn more about us at SGHcorp.com.



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SMART Global Holdings, Inc.
Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)

 Three Months EndedSix Months Ended
 February 24,
2023
November 25,
2022
February 25,
2022
February 24,
2023
February 25,
2022
Net sales:
Memory Solutions$151,136 $191,967 $260,081 $343,103 $499,482 
Intelligent Platform Solutions222,451 210,971 82,257 433,422 200,911 
LED Solutions55,587 62,540 106,833 118,127 218,722 
Total net sales429,174 465,478 449,171 894,652 919,115 
Cost of sales318,793 347,068 336,458 665,861 684,201 
Gross profit110,381 118,410 112,713 228,791 234,914 
Operating expenses:
Research and development26,665 24,056 18,794 50,721 36,451 
Selling, general and administrative62,771 71,022 53,114 133,793 105,664 
Impairment of goodwill17,558 — — 17,558 — 
Change in fair value of contingent consideration6,400 3,700 24,000 10,100 41,200 
Other operating (income) expense4,154 2,041 — 6,195 — 
Total operating expenses117,548 100,819 95,908 218,367 183,315 
Operating income (loss)(7,167)17,591 16,805 10,424 51,599 
Non-operating (income) expense:
Interest expense, net8,006 8,037 4,462 16,043 9,568 
Other non-operating (income) expense13,329 (660)1,785 12,669 3,020 
Total non-operating (income) expense21,335 7,377 6,247 28,712 12,588 
Income (loss) before taxes(28,502)10,214 10,558 (18,288)39,011 
Income tax provision (benefit)(1,716)4,890 7,586 3,174 15,341 
Net income (loss)(26,786)5,324 2,972 (21,462)23,670 
Net income attributable to noncontrolling interest433 332 514 765 1,185 
Net income (loss) attributable to SGH$(27,219)$4,992 $2,458 $(22,227)$22,485 
Earnings (loss) per share:
Basic$(0.55)$0.10 $0.05 $(0.45)$0.46 
Diluted$(0.55)$0.10 $0.04 $(0.45)$0.40 
Shares used in per share calculations:
Basic49,116 48,962 49,522 49,039 49,267 
Diluted49,116 49,791 57,636 49,039 56,135 



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SMART Global Holdings, Inc.
Reconciliation of GAAP to Non-GAAP Measures
(In thousands)
(Unaudited)

 Three Months EndedSix Months Ended
 February 24,
2023
November 25,
2022
February 25,
2022
February 24,
2023
February 25,
2022
GAAP gross profit$110,381 $118,410 $112,713 $228,791 $234,914 
Share-based compensation expense1,369 1,708 1,648 3,077 3,379 
Amortization of acquisition-related intangibles6,615 6,466 2,582 13,081 5,678 
Flow-through of inventory step up— 2,599 — 2,599 — 
Cost of sales related restructure5,552 — — 5,552 — 
Non-GAAP gross profit$123,917 $129,183 $116,943 $253,100 $243,971 
  
GAAP gross margin25.7 %25.4 %25.1 %25.6 %25.6 %
Effect of adjustments3.2 %2.4 %0.9 %2.7 %1.0 %
Non-GAAP gross margin28.9 %27.8 %26.0 %28.3 %26.5 %
GAAP operating expenses$117,548 $100,819 $95,908 $218,367 $183,315 
Share-based compensation expense(9,026)(8,704)(8,325)(17,730)(16,369)
Amortization of acquisition-related intangibles(4,200)(4,392)(3,247)(8,592)(6,494)
Acquisition and integration expenses(2,824)(6,732)(252)(9,556)(1,289)
Impairment of goodwill(17,558)— — (17,558)— 
Change in fair value of contingent consideration(6,400)(3,700)(24,000)(10,100)(41,200)
Restructure charge(4,154)(2,041)— (6,195)— 
Other(900)(900)(576)(1,800)(577)
Non-GAAP operating expenses$72,486 $74,350 $59,508 $146,836 $117,386 
  
GAAP operating income (loss)$(7,167)$17,591 $16,805 $10,424 $51,599 
Share-based compensation expense10,395 10,412 9,973 20,807 19,748 
Amortization of acquisition-related intangibles10,815 10,858 5,829 21,673 12,172 
Flow-through of inventory step up— 2,599 — 2,599 — 
Cost of sales related restructure5,552 — — 5,552 — 
Acquisition and integration expenses2,824 6,732 252 9,556 1,289 
Impairment of goodwill17,558 — — 17,558 — 
Change in fair value of contingent consideration6,400 3,700 24,000 10,100 41,200 
Restructure charge4,154 2,041 — 6,195 — 
Other900 900 576 1,800 577 
Non-GAAP operating income$51,431 $54,833 $57,435 $106,264 $126,585 



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SMART Global Holdings, Inc.
Reconciliation of GAAP to Non-GAAP Measures
(In thousands, except per share amounts)
(Unaudited)

 Three Months EndedSix Months Ended
 February 24,
2023
November 25,
2022
February 25,
2022
February 24,
2023
February 25,
2022
GAAP net income (loss) attributable to SGH$(27,219)$4,992 $2,458 $(22,227)$22,485 
Share-based compensation expense10,395 10,412 9,973 20,807 19,748 
Amortization of acquisition-related intangibles10,815 10,858 5,829 21,673 12,172 
Flow-through of inventory step up— 2,599 — 2,599 — 
Cost of sales related restructure5,552 — — 5,552 — 
Acquisition and integration expenses2,824 6,732 252 9,556 1,289 
Impairment of goodwill17,558 — — 17,558 — 
Change in fair value of contingent consideration6,400 3,700 24,000 10,100 41,200 
Restructure charge4,154 2,041 — 6,195 — 
Amortization of debt discount and other costs1,048 1,069 2,296 2,117 4,506 
(Gain) loss on extinguishment of debt16,691 (767)653 15,924 653 
Foreign currency (gains) losses281 242 1,408 523 2,875 
Other900 900 576 1,800 577 
Tax effects of above, other tax adjustments and the tax effect of capitalization of R&D expense(11,753)(3,300)126 (15,053)(1,626)
Non-GAAP net income attributable to SGH$37,646 $39,478 $47,571 $77,124 $103,879 
Weighted-average shares outstanding - Diluted:
GAAP weighted-average shares outstanding49,116 49,791 57,636 49,039 56,135 
Adjustment for dilutive securities and capped calls726 — (2,759)777 (2,670)
Non-GAAP weighted-average shares outstanding49,842 49,791 54,877 49,816 53,465 
Diluted earnings (loss) per share:
GAAP diluted earnings (loss) per share$(0.55)$0.10 $0.04 $(0.45)$0.40 
Effect of adjustments1.31 0.69 0.83 2.00 1.55 
Non-GAAP diluted earnings per share$0.76 $0.79 $0.87 $1.55 $1.95 
  
Net income (loss) attributable to SGH$(27,219)$4,992 $2,458 $(22,227)$22,485 
Interest expense, net8,006 8,037 4,462 16,043 9,568 
Income tax provision (benefit)(1,716)4,890 7,586 3,174 15,341 
Depreciation expense and amortization of intangible assets19,931 19,789 16,077 39,720 31,890 
Share-based compensation expense10,395 10,412 9,973 20,807 19,748 
Flow-through of inventory step up— 2,599 — 2,599 — 
Cost of sales related restructure5,552 — — 5,552 — 
Acquisition and integration expenses2,824 6,732 252 9,556 1,289 
Impairment of goodwill17,558 — — 17,558 — 
Change in fair value of contingent consideration6,400 3,700 24,000 10,100 41,200 
Restructure charge4,154 2,041 — 6,195 — 
(Gain) loss on extinguishment of debt16,691 (767)653 15,924 653 
Other900 900 576 1,800 577 
Adjusted EBITDA$63,476 $63,325 $66,037 $126,801 $142,751 



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SMART Global Holdings, Inc.
Consolidated Balance Sheets
(In thousands)
(Unaudited)

As ofFebruary 24,
2023
August 26,
2022
Assets
Cash and cash equivalents$375,854 $363,065 
Accounts receivable, net229,474 410,323 
Inventories294,367 323,084 
Other current assets78,475 55,393 
Total current assets978,170 1,151,865 
Property and equipment, net171,798 153,935 
Operating lease right-of-use assets80,468 77,399 
Intangible assets, net182,894 77,812 
Goodwill182,710 74,009 
Other noncurrent assets44,043 37,044 
Total assets$1,640,083 $1,572,064 
Liabilities and Equity
Accounts payable and accrued expenses$226,289 $413,354 
Current debt32,141 12,025 
Acquisition-related contingent consideration30,900 — 
Other current liabilities131,117 90,161 
Total current liabilities420,447 515,540 
Long-term debt789,364 591,389 
Noncurrent operating lease liabilities76,092 71,754 
Other noncurrent liabilities22,660 14,835 
Total liabilities1,308,563 1,193,518 
Commitments and contingencies
SMART Global Holdings shareholders’ equity:
Ordinary shares1,631 1,586 
Additional paid-in capital417,998 448,112 
Retained earnings247,756 251,344 
Treasury shares(123,999)(107,776)
Accumulated other comprehensive income (loss)(217,557)(221,655)
Total SGH shareholders’ equity325,829 371,611 
Noncontrolling interest in subsidiary5,691 6,935 
Total equity331,520 378,546 
Total liabilities and equity$1,640,083 $1,572,064 



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SMART Global Holdings, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)

 Three Months EndedSix Months Ended
February 24,
2023
November 25,
2022
February 25,
2022
February 24,
2023
February 25,
2022
Cash flows from operating activities:
Net income (loss)$(26,786)$5,324 $2,972 $(21,462)$23,670 
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
Depreciation expense and amortization of intangible assets19,931 19,789 16,077 39,720 31,890 
Amortization of debt discount and issuance costs1,048 1,069 2,438 2,117 4,770 
Share-based compensation expense10,395 10,412 9,973 20,807 19,748 
Impairment of goodwill17,558 — — 17,558 — 
Change in fair value of contingent consideration6,400 3,700 24,000 10,100 41,200 
(Gain) loss on extinguishment of debt16,691 (767)653 15,924 653 
Other3,705 319 880 4,024 688 
Changes in operating assets and liabilities:
Accounts receivable78,529 129,695 (39,526)208,224 (75,579)
Inventories119,491 (82,882)(13,225)36,609 26,415 
Other assets(1,525)(5,199)8,829 (6,724)10,445 
Accounts payable and accrued expenses and other liabilities(145,951)(83,030)19,750 (228,981)(36,142)
Payment of acquisition-related contingent consideration— (73,724)— (73,724)— 
Deferred income taxes, net1,049 1,309 (656)2,358 (447)
Net cash provided by (used for) operating activities100,535 (73,985)32,165 26,550 47,311 
Cash flows from investing activities:
Capital expenditures and deposits on equipment(12,613)(11,649)(7,376)(24,262)(20,142)
Acquisition of business, net of cash acquired(2,800)(210,273)— (213,073)— 
Other2,060 (1,721)(81)339 (692)
Net cash used for investing activities(13,353)(223,643)(7,457)(236,996)(20,834)
Cash flows from financing activities:
Proceeds from debt— 295,287 270,775 295,287 270,775 
Proceeds from issuance of ordinary shares308 3,942 2,431 4,250 7,460 
Proceeds from borrowing under line of credit— — 24,000 — 84,000 
Payment of acquisition-related contingent consideration— (28,100)— (28,100)— 
Payments to acquire ordinary shares(11,564)(4,659)(229)(16,223)(2,895)
Payment of premium in connection with convertible note exchange(14,141)— — (14,141)— 
Repayments of debt(4,507)(4,489)(125,000)(8,996)(125,000)
Net cash paid for settlement and purchase of Capped Calls(4,304)— — (4,304)— 
Distribution to noncontrolling interest(2,009)— (3,773)(2,009)(3,773)
Repayments of borrowings under line of credit— — (59,000)— (109,000)
Other(3,414)(2)(3,841)(3,416)(3,841)
Net cash provided by (used for) financing activities(39,631)261,979 105,363 222,348 117,726 
Effect of changes in currency exchange rates on cash, cash equivalents and restricted cash1,712 205 2,647 1,917 (1,421)
Net increase (decrease) in cash, cash equivalents and restricted cash49,263 (35,444)132,718 13,819 142,782 
Cash, cash equivalents and restricted cash at beginning of period327,621 363,065 233,050 363,065 222,986 
Cash, cash equivalents and restricted cash at end of period$376,884 $327,621 $365,768 $376,884 $365,768 



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Investor Contact:PR Contact:
Suzanne SchmidtValerie Sassani
Investor RelationsVP of Marketing and Communications
+1-510-360-8596+1-510-941-8921
ir@sghcorp.compr@sghcorp.com