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Published: 2023-01-03 00:00:00 ET
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Exhibit 99.1
Press Release
FOR IMMEDIATE RELEASE


SGH REPORTS FIRST QUARTER FISCAL 2023 FINANCIAL RESULTS
Milpitas, Calif. – January 3, 2023 – SMART Global Holdings, Inc. (“SGH” or the “Company”) (NASDAQ: SGH) today reported financial results for the first quarter of fiscal 2023. Per share measures for all periods reflect the effect of the February 2022 two-for-one share split.
First Quarter Fiscal 2023 Highlights
Net sales of $465 million, up 6.3% versus the prior quarter
GAAP gross margin of 25.4%, up 170 basis points versus the prior quarter
Non-GAAP gross margin of 27.8%, up 320 basis points versus the prior quarter
GAAP EPS of $0.10 versus $0.40 in the prior quarter
Non-GAAP EPS of $0.79 versus $0.80 in the prior quarter
Closed acquisition of Stratus Technologies on August 29, 2022
“We are pleased with our financial results for the first quarter of fiscal 2023, highlighted by record non-GAAP gross margins of 27.8%, reflecting our focus on higher quality revenue, combined with the hard work of our dedicated employees,” commented CEO Mark Adams. “Looking ahead, we expect to continue to strategically invest in our business while managing our operations in a prudent manner as we navigate a challenging economic environment,” concluded Adams.
Quarterly Financial Results
 
GAAP (1)
 
Non-GAAP (2)
(in millions, except per share amounts)Q1 FY23Q4 FY22Q1 FY22Q1 FY23Q4 FY22Q1 FY22
Net sales$465.5 $437.7 $469.9 $465.5 $437.7 $469.9 
Gross profit118.4 103.8 122.2 129.2 107.8 127.0 
Operating income17.6 27.6 34.8 54.8 46.8 69.2 
Net income attributable to SGH5.0 20.0 20.0 39.5 40.4 56.3 
Diluted earnings per share (3)
$0.10 $0.40 $0.37 $0.79 $0.80 $1.08 
(1)GAAP represents U.S. Generally Accepted Accounting Principles.
(2)Non-GAAP represents GAAP excluding the impact of certain activities. Further information regarding our use of non-GAAP measures and reconciliations between GAAP and non-GAAP measures is included within this press release.
(3)Diluted earnings per share reflect the impact of the share dividend paid in February 2022.



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Business Outlook
As of January 3, 2023, SGH is providing the following financial outlook for its second quarter of fiscal 2023:
 
GAAP
Outlook
Adjustments
Non-GAAP
Outlook
Net sales$410 to $460 million$410 to $460 million
Gross margin25% to 27%1%(A)26% to 28%
Diluted earnings per share
$0.13 +/- $0.15$0.47(A)(B)(C)(D)$0.60 +/- $0.15
Diluted shares
50 million50 million
Non-GAAP adjustments (in millions)
(A) Share-based compensation and amortization of acquisition-related intangibles included in cost of sales$
(B) Share-based compensation and amortization of acquisition-related intangibles included in R&D and SG&A13 
(C) Amortization of debt discount and other costs
(D) Estimated tax effects(4)
$24 
First Quarter Fiscal 2023 Earnings Conference Call and Webcast Details
SGH will hold a conference call and webcast to discuss the first quarter of fiscal 2023 results and related matters today, January 3, 2023, at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time). Interested parties may access the call by dialing +1-844-200-6205 in the U.S. or +1-929-526-1599 from international locations using access code 821417. The webcast link is located on the SGH Investor Relations section of the website at https://sghcorp.com. We will also post the presentation to our website prior to the call.
Shortly after the conclusion of the conference call, a replay of the audio webcast will be available on the SGH Investor Relations website for approximately seven days.
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, issues, delays or complications in integrating the operations of Stratus Technologies; 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; 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; 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



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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 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, changes in the fair value of contingent consideration, (gains) losses from changes in currency exchange rates, amortization of debt discount and other costs, 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 our 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, changes in the fair value of contingent consideration 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 our 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 Ended
 November 25,
2022
August 26,
2022
November 26,
2021
Net sales:
Memory Solutions$191,967 $209,849 $239,401 
Intelligent Platform Solutions210,971 144,730 118,654 
LED Solutions62,540 83,118 111,889 
Total net sales465,478 437,697 469,944 
Cost of sales347,068 333,854 347,743 
Gross profit118,410 103,843 122,201 
Operating expenses:
Research and development24,056 20,607 17,657 
Selling, general and administrative71,022 55,650 52,550 
Change in fair value of contingent consideration3,700 — 17,200 
Other operating (income) expense2,041 (15)— 
Total operating expenses100,819 76,242 87,407 
Operating income17,591 27,601 34,794 
Non-operating (income) expense:
Interest expense, net8,037 6,491 5,106 
Other non-operating (income) expense(660)1,267 1,235 
Total non-operating (income) expense7,377 7,758 6,341 
Income before taxes10,214 19,843 28,453 
Income tax provision (benefit)4,890 (584)7,755 
Net income5,324 20,427 20,698 
Net income attributable to noncontrolling interest332 468 671 
Net income attributable to SGH$4,992 $19,959 $20,027 
Earnings per share:
Basic$0.10 $0.41 $0.41 
Diluted$0.10 $0.40 $0.37 
Shares used in per share calculations:
Basic48,962 49,238 49,011 
Diluted49,791 50,504 54,635 



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

 Three Months Ended
 November 25,
2022
August 26,
2022
November 26,
2021
GAAP gross profit$118,410 $103,843 $122,201 
Share-based compensation expense1,708 1,637 1,731 
Amortization of acquisition-related intangibles6,466 2,367 3,096 
Flow-through of inventory step up2,599 — — 
Non-GAAP gross profit$129,183 $107,847 $127,028 
  
GAAP gross margin25.4 %23.7 %26.0 %
Effect of adjustments2.4 %0.9 %1.0 %
Non-GAAP gross margin27.8 %24.6 %27.0 %
GAAP operating expenses$100,819 $76,242 $87,407 
Share-based compensation expense(8,704)(8,187)(8,044)
Amortization of acquisition-related intangibles(4,392)(3,247)(3,247)
Acquisition and integration expenses(6,732)(3,620)(1,038)
Change in fair value of contingent consideration(3,700)— (17,200)
Restructure charge(2,041)15 — 
Other(900)(130)— 
Non-GAAP operating expenses$74,350 $61,073 $57,878 
  
GAAP operating income$17,591 $27,601 $34,794 
Share-based compensation expense10,412 9,824 9,775 
Amortization of acquisition-related intangibles10,858 5,614 6,343 
Flow-through of inventory step up2,599 — — 
Acquisition and integration expenses6,732 3,620 1,038 
Change in fair value of contingent consideration3,700 — 17,200 
Restructure charge2,041 (15)— 
Other900 130 — 
Non-GAAP operating income$54,833 $46,774 $69,150 
  
GAAP net income attributable to SGH$4,992 $19,959 $20,027 
Share-based compensation expense10,412 9,824 9,775 
Amortization of acquisition-related intangibles10,858 5,614 6,343 
Flow-through of inventory step up2,599 — — 
Acquisition and integration expenses6,732 3,620 1,038 
Change in fair value of contingent consideration3,700 — 17,200 
Amortization of debt discount and other costs1,069 2,788 2,210 
Foreign currency (gains) losses242 1,212 1,467 
Restructure charge2,041 (15)— 
Other133 129 — 
Tax effects of above, other tax adjustments and the
tax effect of capitalization of R&D expense
(3,300)(2,696)(1,752)
Non-GAAP net income attributable to SGH$39,478 $40,435 $56,308 



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

 Three Months Ended
 November 25,
2022
August 26,
2022
November 26,
2021
Weighted-average shares outstanding - Diluted:
GAAP weighted-average shares outstanding49,791 50,504 54,635 
Adjustment for capped calls— — (2,583)
Non-GAAP weighted-average shares outstanding49,791 50,504 52,052 
Diluted earnings per share:
GAAP diluted earnings per share$0.10 $0.40 $0.37 
Effect of adjustments0.69 0.40 0.71 
Non-GAAP diluted earnings per share$0.79 $0.80 $1.08 
  
Net income attributable to SGH$4,992 $19,959 $20,027 
Interest expense, net8,037 6,491 5,106 
Income tax provision (benefit)4,890 (584)7,755 
Depreciation expense and amortization of intangible assets19,789 16,446 15,813 
Share-based compensation expense10,412 9,824 9,775 
Flow-through of inventory step up2,599 — — 
Acquisition and integration expenses6,732 3,620 1,038 
Change in fair value of contingent consideration3,700 — 17,200 
Restructure charge2,041 (15)— 
Other133 129 — 
Adjusted EBITDA$63,325 $55,870 $76,714 



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

As ofNovember 25,
2022
August 26,
2022
Assets
Cash and cash equivalents$324,821 $363,065 
Accounts receivable, net306,323 410,323 
Inventories416,082 323,084 
Other current assets74,685 55,393 
Total current assets1,121,911 1,151,865 
Property and equipment, net165,033 153,935 
Operating lease right-of-use assets83,018 77,399 
Intangible assets, net193,337 77,812 
Goodwill199,691 74,009 
Other noncurrent assets44,670 37,044 
Total assets$1,807,660 $1,572,064 
Liabilities and Equity
Accounts payable and accrued expenses$389,151 $413,354 
Current debt28,435 12,025 
Acquisition-related contingent consideration24,500 — 
Other current liabilities109,721 90,161 
Total current liabilities551,807 515,540 
Long-term debt796,985 591,389 
Noncurrent operating lease liabilities76,950 71,754 
Other noncurrent liabilities22,531 14,835 
Total liabilities1,448,273 1,193,518 
Commitments and contingencies
SMART Global Holdings shareholders’ equity:
Ordinary shares1,618 1,586 
Additional paid-in capital411,612 448,112 
Retained earnings274,975 251,344 
Treasury shares(112,435)(107,776)
Accumulated other comprehensive income (loss)(223,650)(221,655)
Total SGH shareholders’ equity352,120 371,611 
Noncontrolling interest in subsidiary7,267 6,935 
Total equity359,387 378,546 
Total liabilities and equity$1,807,660 $1,572,064 



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

 Three Months Ended
November 25,
2022
August 26,
2022
November 26,
2021
Cash flows from operating activities:
Net income$5,324 $20,427 $20,698 
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation expense and amortization of intangible assets19,789 16,446 15,813 
Amortization of debt discount and issuance costs1,069 2,787 2,332 
Share-based compensation expense10,412 9,824 9,775 
Change in fair value of contingent consideration3,700 — 17,200 
Other(448)55 (192)
Changes in operating assets and liabilities:
Accounts receivable129,695 (56,019)(36,053)
Inventories(82,882)39,783 39,640 
Other assets(5,199)(3,423)1,616 
Accounts payable and accrued expenses and other liabilities(83,030)(7,564)(55,892)
Payment of acquisition-related contingent consideration(73,724)— — 
Deferred income taxes, net1,309 (1,410)209 
Net cash provided by (used for) operating activities(73,985)20,906 15,146 
Cash flows from investing activities:
Capital expenditures and deposits on equipment(11,649)(8,855)(12,766)
Acquisition of business, net of cash acquired(210,273)— — 
Other(1,721)(71)(611)
Net cash used for investing activities(223,643)(8,926)(13,377)
Cash flows from financing activities:
Proceeds from debt295,287 7,882 — 
Proceeds from issuance of ordinary shares3,942 291 5,029 
Proceeds from borrowing under line of credit— — 60,000 
Payment of acquisition-related contingent consideration(28,100)— — 
Payments to acquire ordinary shares(4,659)(40,431)(2,666)
Repayments of debt(4,489)(2,073)— 
Repayments of borrowings under line of credit— — (50,000)
Other(2)— — 
Net cash provided by (used for) financing activities261,979 (34,331)12,363 
Effect of changes in currency exchange rates on cash, cash equivalents and restricted cash205 (1,910)(4,068)
Net increase (decrease) in cash, cash equivalents and restricted cash(35,444)(24,261)10,064 
Cash, cash equivalents and restricted cash at beginning of period363,065 387,326 222,986 
Cash, cash equivalents and restricted cash at end of period$327,621 $363,065 $233,050 



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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