SGH Reports Fourth Quarter and Full Year Fiscal 2023 Financial Results
- Record GAAP gross margin of 28.8%, up 80 basis points from FY2022
- Record Non-GAAP gross margin of 31.7%, up 250 basis points from FY2022
- Net sales of $1.44 billion, up 3.3% from FY2022
- Net sales for Q4 FY2023 down 12.6% compared to the year-ago quarter
- Decrease in Non-GAAP EPS from $2.65 in FY2022 to $2.52 in FY2023
Record GAAP and Non-GAAP Gross Margins for FY2023
On June 13, 2023, we entered into an agreement to sell an
The following discussion relates to our continuing operations, which exclude SMART Brazil.
Fiscal 2023 Highlights for Continuing Operations
-
Net sales of
, up$1.44 billion 3.3% versus fiscal year 2022 -
Record GAAP gross margin of
28.8% , up 80 basis points versus fiscal year 2022 -
Record Non-GAAP gross margin of
31.7% , up 250 basis points versus fiscal year 2022 -
GAAP EPS of
versus$0.15 in fiscal year 2022$0.41 -
Non-GAAP EPS of
versus$2.52 in fiscal year 2022$2.65
Fourth Quarter Fiscal 2023 Highlights for Continuing Operations
-
Net sales of
, down$316.7 million 12.6% versus the year-ago quarter -
GAAP gross margin of
28.9% , up 290 basis points versus the year-ago quarter -
Non-GAAP gross margin of
31.7% , up 460 basis points versus the year-ago quarter -
GAAP EPS of
versus$1.17 in the year-ago quarter$0.18 -
Non-GAAP EPS of
versus$0.35 in the year-ago quarter$0.63
“Throughout fiscal 2023 the team has made significant progress in our transformational journey towards becoming an enterprise solutions company focused on higher quality revenue and improving gross margins. In the fourth quarter, in what remains a challenging global economic environment, non-GAAP gross margin increased to
Annual Financial Results of Continuing Operations |
||||||||||||||||||
|
GAAP (1) |
|
Non-GAAP (2) |
|||||||||||||||
(in thousands, except per share amounts) |
FY23 |
|
FY22 |
|
FY21 |
|
FY23 |
|
FY22 |
|
FY21 |
|||||||
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|||||||
Memory Solutions |
$ |
443,264 |
|
$ |
551,705 |
|
$ |
486,205 |
|
|
$ |
443,264 |
|
$ |
551,705 |
|
$ |
486,205 |
Intelligent Platform Solutions |
|
749,708 |
|
|
440,986 |
|
|
344,757 |
|
|
|
749,708 |
|
|
440,986 |
|
|
344,757 |
LED Solutions |
|
248,278 |
|
|
403,185 |
|
|
224,567 |
|
|
|
248,278 |
|
|
403,185 |
|
|
224,567 |
Total net sales |
$ |
1,441,250 |
|
$ |
1,395,876 |
|
$ |
1,055,529 |
|
|
$ |
1,441,250 |
|
$ |
1,395,876 |
|
$ |
1,055,529 |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Gross profit |
$ |
415,171 |
|
$ |
391,045 |
|
$ |
237,973 |
|
|
$ |
456,578 |
|
$ |
408,082 |
|
$ |
257,162 |
Operating income (loss) |
|
8,745 |
|
|
67,176 |
|
|
(15,706 |
) |
|
|
179,794 |
|
|
177,461 |
|
|
83,484 |
Net income (loss) attributable to SGH |
|
7,858 |
|
|
22,372 |
|
|
(43,150 |
) |
|
|
127,681 |
|
|
139,287 |
|
|
62,122 |
Diluted earnings (loss) per share |
$ |
0.15 |
|
$ |
0.41 |
|
$ |
(0.89 |
) |
|
$ |
2.52 |
|
$ |
2.65 |
|
$ |
1.23 |
Quarterly Financial Results of Continuing Operations |
|||||||||||||||||||
|
GAAP (1) |
|
Non-GAAP (2) |
||||||||||||||||
(in thousands, except per share amounts) |
Q4 FY23 |
|
Q3 FY23 |
|
Q4 FY22 |
|
Q4 FY23 |
|
Q3 FY23 |
|
Q4 FY22 |
||||||||
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
||||||||
Memory Solutions |
$ |
105,181 |
|
|
$ |
109,458 |
|
|
$ |
134,611 |
|
$ |
105,181 |
|
$ |
109,458 |
|
$ |
134,611 |
Intelligent Platform Solutions |
|
145,432 |
|
|
|
170,854 |
|
|
|
144,730 |
|
|
145,432 |
|
|
170,854 |
|
|
144,730 |
LED Solutions |
|
66,045 |
|
|
|
64,106 |
|
|
|
83,118 |
|
|
66,045 |
|
|
64,106 |
|
|
83,118 |
Total net sales |
$ |
316,658 |
|
|
$ |
344,418 |
|
|
$ |
362,459 |
|
$ |
316,658 |
|
$ |
344,418 |
|
$ |
362,459 |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross profit |
$ |
91,585 |
|
|
$ |
100,480 |
|
|
$ |
94,420 |
|
$ |
100,300 |
|
$ |
108,990 |
|
$ |
98,356 |
Operating income (loss) |
|
(1,639 |
) |
|
|
(2,386 |
) |
|
|
23,060 |
|
|
30,295 |
|
|
42,327 |
|
|
41,866 |
Net income (loss) attributable to SGH |
|
64,841 |
|
|
|
(19,648 |
) |
|
|
8,862 |
|
|
18,406 |
|
|
28,731 |
|
|
31,610 |
Diluted earnings (loss) per share |
$ |
1.17 |
|
|
$ |
(0.40 |
) |
|
$ |
0.18 |
|
$ |
0.35 |
|
$ |
0.57 |
|
$ |
0.63 |
(1) |
|
GAAP represents |
(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. |
Business Outlook
As of October 12, 2023, SGH is providing the following financial outlook for its continuing operations for the first quarter of fiscal 2024:
|
GAAP Outlook |
Adjustments |
Non-GAAP Outlook |
|
Net sales |
|
— |
|
|
Gross margin |
|
|
(A) |
|
Operating expenses |
|
|
(B)(C) |
|
Diluted earnings (loss) per share |
|
|
(A)(B)(C)(D) |
|
Diluted shares |
55.6 million |
(1.6) million |
54 million |
Non-GAAP adjustments (in millions) |
|
||
(A) Share-based compensation and amortization of acquisition-related intangibles included in cost of sales |
$ |
8 |
|
(B) Share-based compensation and amortization of acquisition-related intangibles included in R&D and SG&A |
|
13 |
|
(C) Other adjustments included in operating expenses |
|
2 |
|
(D) Estimated income tax effects |
|
(6 |
) |
|
$ |
17 |
|
Fourth Quarter Fiscal 2023 Earnings Conference Call and Webcast Details
SGH will hold a conference call and webcast to discuss the fourth quarter and full year fiscal 2023 results and related matters today, October 12, 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
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, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements concerning or regarding future events and the future financial and operating performance of SGH; statements regarding the extent and timing or and expectations regarding SGH’s future revenues and expenses and customer demand; statements regarding sale of the Company’s SMART Brazil operations and expected closing timeline; and statements regarding the business and financial outlook for the next fiscal quarter described under “Business Outlook” above.
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; the unpredictable nature of the COVID-19 pandemic; disruptions in SGH’s operations or supply chain as a result of the downstream effects of the COVID-19 pandemic or otherwise; the ability to manage SGH’s cost structure, including SGH’s success in implementing restructuring or other plans intended to improve SGH’s operating efficiency; workforce reductions; uncertainties in the global macro-economic environment; changes in demand for SGH’s segments; 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; the proposed divestiture of SMART Brazil, the failure to execute on the separation and transition of SMART Brazil and its business, the failure to satisfy all conditions to complete the proposed divestiture within the expected timeframe, and the failure to achieve the intended benefits of the sale of SMART Brazil and its business; 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
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, we design and develop high-performance, high-availability, enterprise solutions that help our customers solve for the future. Across our computing, memory, and LED lines of business, we focus on serving our customers by providing deep technical knowledge and expertise, custom design engineering, build-to-order flexibility, and a commitment to best-in-class quality.
Learn more about us at SGHcorp.com.
SMART Global Holdings, Inc. |
||||||||||||||||||||||
Consolidated Statements of Operations |
||||||||||||||||||||||
(In thousands, except per share amounts) |
||||||||||||||||||||||
(Unaudited) |
||||||||||||||||||||||
|
Three Months Ended |
|
Year Ended |
|||||||||||||||||||
|
August 25,
|
|
May 26,
|
|
August 26,
|
|
August 25,
|
|
August 26,
|
|
August 27,
|
|||||||||||
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Memory Solutions |
$ |
105,181 |
|
|
$ |
109,458 |
|
|
$ |
134,611 |
|
|
$ |
443,264 |
|
|
$ |
551,705 |
|
$ |
486,205 |
|
Intelligent Platform Solutions |
|
145,432 |
|
|
|
170,854 |
|
|
|
144,730 |
|
|
|
749,708 |
|
|
|
440,986 |
|
|
344,757 |
|
LED Solutions |
|
66,045 |
|
|
|
64,106 |
|
|
|
83,118 |
|
|
|
248,278 |
|
|
|
403,185 |
|
|
224,567 |
|
Total net sales |
|
316,658 |
|
|
|
344,418 |
|
|
|
362,459 |
|
|
|
1,441,250 |
|
|
|
1,395,876 |
|
|
1,055,529 |
|
Cost of sales |
|
225,073 |
|
|
|
243,938 |
|
|
|
268,039 |
|
|
|
1,026,079 |
|
|
|
1,004,831 |
|
|
817,556 |
|
Gross profit |
|
91,585 |
|
|
|
100,480 |
|
|
|
94,420 |
|
|
|
415,171 |
|
|
|
391,045 |
|
|
237,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Research and development |
|
20,883 |
|
|
|
20,338 |
|
|
|
19,160 |
|
|
|
90,565 |
|
|
|
77,472 |
|
|
59,933 |
|
Selling, general and administrative |
|
65,026 |
|
|
|
67,914 |
|
|
|
52,215 |
|
|
|
260,722 |
|
|
|
204,839 |
|
|
158,174 |
|
Impairment of goodwill |
|
1,534 |
|
|
|
— |
|
|
|
— |
|
|
|
19,092 |
|
|
|
— |
|
|
— |
|
Change in fair value of contingent consideration |
|
4,100 |
|
|
|
14,800 |
|
|
|
— |
|
|
|
29,000 |
|
|
|
41,324 |
|
|
32,400 |
|
Other operating (income) expense |
|
1,681 |
|
|
|
(186 |
) |
|
|
(15 |
) |
|
|
7,047 |
|
|
|
234 |
|
|
3,172 |
|
Total operating expenses |
|
93,224 |
|
|
|
102,866 |
|
|
|
71,360 |
|
|
|
406,426 |
|
|
|
323,869 |
|
|
253,679 |
|
Operating income (loss) |
|
(1,639 |
) |
|
|
(2,386 |
) |
|
|
23,060 |
|
|
|
8,745 |
|
|
|
67,176 |
|
|
(15,706 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Non-operating (income) expense: |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Interest expense, net |
|
9,183 |
|
|
|
9,314 |
|
|
|
7,485 |
|
|
|
36,421 |
|
|
|
24,345 |
|
|
17,141 |
|
Other non-operating (income) expense |
|
(462 |
) |
|
|
354 |
|
|
|
170 |
|
|
|
11,837 |
|
|
|
350 |
|
|
(582 |
) |
Total non-operating (income) expense |
|
8,721 |
|
|
|
9,668 |
|
|
|
7,655 |
|
|
|
48,258 |
|
|
|
24,695 |
|
|
16,559 |
|
Income (loss) before taxes |
|
(10,360 |
) |
|
|
(12,054 |
) |
|
|
15,405 |
|
|
|
(39,513 |
) |
|
|
42,481 |
|
|
(32,265 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income tax provision (benefit) |
|
(75,890 |
) |
|
|
7,216 |
|
|
|
6,075 |
|
|
|
(49,203 |
) |
|
|
18,074 |
|
|
9,689 |
|
Net income (loss) from continuing operations |
|
65,530 |
|
|
|
(19,270 |
) |
|
|
9,330 |
|
|
|
9,690 |
|
|
|
24,407 |
|
|
(41,954 |
) |
Net income (loss) from discontinued operations, net of tax |
|
(205,685 |
) |
|
|
(4,807 |
) |
|
|
11,097 |
|
|
|
(195,384 |
) |
|
|
44,185 |
|
|
64,460 |
|
Net income (loss) |
|
(140,155 |
) |
|
|
(24,077 |
) |
|
|
20,427 |
|
|
|
(185,694 |
) |
|
|
68,592 |
|
|
22,506 |
|
Net income attributable to noncontrolling interest |
|
689 |
|
|
|
378 |
|
|
|
468 |
|
|
|
1,832 |
|
|
|
2,035 |
|
|
1,196 |
|
Net income (loss) attributable to SGH |
$ |
(140,844 |
) |
|
$ |
(24,455 |
) |
|
$ |
19,959 |
|
|
$ |
(187,526 |
) |
|
$ |
66,557 |
|
$ |
21,310 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Basic earnings (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Continuing operations |
$ |
1.28 |
|
|
$ |
(0.40 |
) |
|
$ |
0.18 |
|
|
$ |
0.16 |
|
|
$ |
0.45 |
|
$ |
(0.89 |
) |
Discontinued operations |
|
(4.05 |
) |
|
|
(0.10 |
) |
|
|
0.23 |
|
|
|
(3.94 |
) |
|
|
0.90 |
|
|
1.33 |
|
|
$ |
(2.77 |
) |
|
$ |
(0.50 |
) |
|
$ |
0.41 |
|
|
$ |
(3.78 |
) |
|
$ |
1.35 |
|
$ |
0.44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Diluted earnings (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Continuing operations |
$ |
1.17 |
|
|
$ |
(0.40 |
) |
|
$ |
0.18 |
|
|
$ |
0.15 |
|
|
$ |
0.41 |
|
$ |
(0.89 |
) |
Discontinued operations |
|
(3.71 |
) |
|
|
(0.10 |
) |
|
|
0.22 |
|
|
|
(3.80 |
) |
|
|
0.81 |
|
|
1.33 |
|
|
$ |
(2.54 |
) |
|
$ |
(0.50 |
) |
|
$ |
0.40 |
|
|
$ |
(3.65 |
) |
|
$ |
1.22 |
|
$ |
0.44 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Shares used in per share calculations: |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Basic |
|
50,807 |
|
|
|
49,380 |
|
|
|
49,238 |
|
|
|
49,566 |
|
|
|
49,467 |
|
|
48,558 |
|
Diluted |
|
55,523 |
|
|
|
49,380 |
|
|
|
50,504 |
|
|
|
51,322 |
|
|
|
54,443 |
|
|
48,558 |
|
SMART Global Holdings, Inc. |
|||||||||||||||||||||||
Reconciliation of GAAP to Non-GAAP Measures |
|||||||||||||||||||||||
(In thousands) |
|||||||||||||||||||||||
(Unaudited) |
|||||||||||||||||||||||
|
Three Months Ended |
|
Year Ended |
||||||||||||||||||||
|
August 25,
|
|
May 26,
|
|
August 26,
|
|
August 25,
|
|
August 26,
|
|
August 27,
|
||||||||||||
GAAP gross profit |
$ |
91,585 |
|
|
$ |
100,480 |
|
|
$ |
94,420 |
|
|
$ |
415,171 |
|
|
$ |
391,045 |
|
|
$ |
237,973 |
|
Share-based compensation expense |
|
1,789 |
|
|
|
1,595 |
|
|
|
1,569 |
|
|
|
6,334 |
|
|
|
6,296 |
|
|
|
3,871 |
|
Amortization of acquisition-related intangibles |
|
5,876 |
|
|
|
6,704 |
|
|
|
2,367 |
|
|
|
25,661 |
|
|
|
10,741 |
|
|
|
8,228 |
|
Flow-through of inventory step up |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,599 |
|
|
|
— |
|
|
|
7,090 |
|
Cost of sales-related restructure |
|
1,050 |
|
|
|
211 |
|
|
|
— |
|
|
|
6,813 |
|
|
|
— |
|
|
|
— |
|
Non-GAAP gross profit |
$ |
100,300 |
|
|
$ |
108,990 |
|
|
$ |
98,356 |
|
|
$ |
456,578 |
|
|
$ |
408,082 |
|
|
$ |
257,162 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
GAAP gross margin |
|
28.9 |
% |
|
|
29.2 |
% |
|
|
26.0 |
% |
|
|
28.8 |
% |
|
|
28.0 |
% |
|
|
22.5 |
% |
Effect of adjustments |
|
2.8 |
% |
|
|
2.4 |
% |
|
|
1.1 |
% |
|
|
2.9 |
% |
|
|
1.2 |
% |
|
|
1.9 |
% |
Non-GAAP gross margin |
|
31.7 |
% |
|
|
31.6 |
% |
|
|
27.1 |
% |
|
|
31.7 |
% |
|
|
29.2 |
% |
|
|
24.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
GAAP operating expenses |
$ |
93,224 |
|
|
$ |
102,866 |
|
|
$ |
71,360 |
|
|
$ |
406,426 |
|
|
$ |
323,869 |
|
|
$ |
253,679 |
|
Share-based compensation expense |
|
(7,785 |
) |
|
|
(8,047 |
) |
|
|
(7,890 |
) |
|
|
(32,894 |
) |
|
|
(30,988 |
) |
|
|
(27,090 |
) |
Amortization of acquisition-related intangibles |
|
(5,443 |
) |
|
|
(4,905 |
) |
|
|
(3,247 |
) |
|
|
(18,940 |
) |
|
|
(12,988 |
) |
|
|
(12,027 |
) |
Acquisition and integration expenses |
|
(2,676 |
) |
|
|
(8,637 |
) |
|
|
(3,620 |
) |
|
|
(20,869 |
) |
|
|
(7,090 |
) |
|
|
(5,314 |
) |
Impairment of goodwill |
|
(1,534 |
) |
|
|
— |
|
|
|
— |
|
|
|
(19,092 |
) |
|
|
— |
|
|
|
— |
|
Change in fair value of contingent consideration |
|
(4,100 |
) |
|
|
(14,800 |
) |
|
|
— |
|
|
|
(29,000 |
) |
|
|
(41,324 |
) |
|
|
(32,400 |
) |
Restructure charge |
|
(1,681 |
) |
|
|
186 |
|
|
|
15 |
|
|
|
(7,047 |
) |
|
|
(234 |
) |
|
|
(3,172 |
) |
Other |
|
— |
|
|
|
— |
|
|
|
(128 |
) |
|
|
(1,800 |
) |
|
|
(624 |
) |
|
|
2 |
|
Non-GAAP operating expenses |
$ |
70,005 |
|
|
$ |
66,663 |
|
|
$ |
56,490 |
|
|
$ |
276,784 |
|
|
$ |
230,621 |
|
|
$ |
173,678 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
GAAP operating income (loss) |
$ |
(1,639 |
) |
|
$ |
(2,386 |
) |
|
$ |
23,060 |
|
|
$ |
8,745 |
|
|
$ |
67,176 |
|
|
$ |
(15,706 |
) |
Share-based compensation expense |
|
9,574 |
|
|
|
9,642 |
|
|
|
9,459 |
|
|
|
39,228 |
|
|
|
37,284 |
|
|
|
30,961 |
|
Amortization of acquisition-related intangibles |
|
11,319 |
|
|
|
11,609 |
|
|
|
5,614 |
|
|
|
44,601 |
|
|
|
23,729 |
|
|
|
20,255 |
|
Flow-through of inventory step up |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,599 |
|
|
|
— |
|
|
|
7,090 |
|
Cost of sales-related restructure |
|
1,050 |
|
|
|
211 |
|
|
|
— |
|
|
|
6,813 |
|
|
|
— |
|
|
|
— |
|
Acquisition and integration expenses |
|
2,676 |
|
|
|
8,637 |
|
|
|
3,620 |
|
|
|
20,869 |
|
|
|
7,090 |
|
|
|
5,314 |
|
Impairment of goodwill |
|
1,534 |
|
|
|
— |
|
|
|
— |
|
|
|
19,092 |
|
|
|
— |
|
|
|
— |
|
Change in fair value of contingent consideration |
|
4,100 |
|
|
|
14,800 |
|
|
|
— |
|
|
|
29,000 |
|
|
|
41,324 |
|
|
|
32,400 |
|
Restructure charge |
|
1,681 |
|
|
|
(186 |
) |
|
|
(15 |
) |
|
|
7,047 |
|
|
|
234 |
|
|
|
3,172 |
|
Other |
|
— |
|
|
|
— |
|
|
|
128 |
|
|
|
1,800 |
|
|
|
624 |
|
|
|
(2 |
) |
Non-GAAP operating income |
$ |
30,295 |
|
|
$ |
42,327 |
|
|
$ |
41,866 |
|
|
$ |
179,794 |
|
|
$ |
177,461 |
|
|
$ |
83,484 |
|
SMART Global Holdings, Inc. |
|||||||||||||||||||||||
Reconciliation of GAAP to Non-GAAP Measures |
|||||||||||||||||||||||
(In thousands, except per share amounts) |
|||||||||||||||||||||||
(Unaudited) |
|||||||||||||||||||||||
|
Three Months Ended |
|
Year Ended |
||||||||||||||||||||
|
August 25,
|
|
May 26,
|
|
August 26,
|
|
August 25,
|
|
August 26,
|
|
August 27,
|
||||||||||||
GAAP net income (loss) attributable to SGH |
$ |
64,841 |
|
|
$ |
(19,648 |
) |
|
$ |
8,862 |
|
|
$ |
7,858 |
|
|
$ |
22,372 |
|
|
$ |
(43,150 |
) |
Share-based compensation expense |
|
9,574 |
|
|
|
9,642 |
|
|
|
9,459 |
|
|
|
39,228 |
|
|
|
37,284 |
|
|
|
30,961 |
|
Amortization of acquisition-related intangibles |
|
11,319 |
|
|
|
11,609 |
|
|
|
5,614 |
|
|
|
44,601 |
|
|
|
23,729 |
|
|
|
20,255 |
|
Flow-through of inventory step up |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,599 |
|
|
|
— |
|
|
|
7,090 |
|
Cost of sales-related restructure |
|
1,050 |
|
|
|
211 |
|
|
|
— |
|
|
|
6,813 |
|
|
|
— |
|
|
|
— |
|
Acquisition and integration expenses |
|
2,676 |
|
|
|
8,637 |
|
|
|
3,620 |
|
|
|
20,869 |
|
|
|
7,090 |
|
|
|
5,314 |
|
Impairment of goodwill |
|
1,534 |
|
|
|
— |
|
|
|
— |
|
|
|
19,092 |
|
|
|
— |
|
|
|
— |
|
Change in fair value of contingent consideration |
|
4,100 |
|
|
|
14,800 |
|
|
|
— |
|
|
|
29,000 |
|
|
|
41,324 |
|
|
|
32,400 |
|
Restructure charge |
|
1,681 |
|
|
|
(186 |
) |
|
|
(15 |
) |
|
|
7,047 |
|
|
|
234 |
|
|
|
3,172 |
|
Amortization of debt discount and other costs |
|
1,010 |
|
|
|
937 |
|
|
|
2,788 |
|
|
|
4,064 |
|
|
|
9,999 |
|
|
|
8,419 |
|
Loss on extinguishment of debt |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
15,924 |
|
|
|
653 |
|
|
|
— |
|
Foreign currency (gains) losses |
|
(276 |
) |
|
|
410 |
|
|
|
97 |
|
|
|
(221 |
) |
|
|
9 |
|
|
|
389 |
|
Other |
|
— |
|
|
|
— |
|
|
|
128 |
|
|
|
1,800 |
|
|
|
624 |
|
|
|
(1,004 |
) |
Income tax effects |
|
(79,103 |
) |
|
|
2,319 |
|
|
|
1,057 |
|
|
|
(70,993 |
) |
|
|
(4,031 |
) |
|
|
(1,724 |
) |
Non-GAAP net income attributable to SGH |
$ |
18,406 |
|
|
$ |
28,731 |
|
|
$ |
31,610 |
|
|
$ |
127,681 |
|
|
$ |
139,287 |
|
|
$ |
62,122 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average shares outstanding - Diluted: |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
GAAP weighted-average shares outstanding |
|
55,523 |
|
|
|
49,380 |
|
|
|
50,504 |
|
|
|
51,322 |
|
|
|
54,443 |
|
|
|
48,558 |
|
Adjustment for dilutive securities and capped calls |
|
(2,233 |
) |
|
|
754 |
|
|
|
— |
|
|
|
(558 |
) |
|
|
(1,851 |
) |
|
|
2,129 |
|
Non-GAAP weighted-average shares outstanding |
|
53,290 |
|
|
|
50,134 |
|
|
|
50,504 |
|
|
|
50,764 |
|
|
|
52,592 |
|
|
|
50,687 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Diluted earnings (loss) per share from continuing operations: |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
GAAP diluted earnings (loss) per share |
$ |
1.17 |
|
|
$ |
(0.40 |
) |
|
$ |
0.18 |
|
|
$ |
0.15 |
|
|
$ |
0.41 |
|
|
$ |
(0.89 |
) |
Effect of adjustments |
|
(0.82 |
) |
|
|
0.97 |
|
|
|
0.45 |
|
|
|
2.37 |
|
|
|
2.24 |
|
|
|
2.12 |
|
Non-GAAP diluted earnings per share |
$ |
0.35 |
|
|
$ |
0.57 |
|
|
$ |
0.63 |
|
|
$ |
2.52 |
|
|
$ |
2.65 |
|
|
$ |
1.23 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss) attributable to SGH |
$ |
64,841 |
|
|
$ |
(19,648 |
) |
|
$ |
8,862 |
|
|
$ |
7,858 |
|
|
$ |
22,372 |
|
|
$ |
(43,150 |
) |
Interest expense, net |
|
9,183 |
|
|
|
9,314 |
|
|
|
7,485 |
|
|
|
36,421 |
|
|
|
24,345 |
|
|
|
17,141 |
|
Income tax provision (benefit) |
|
(75,890 |
) |
|
|
7,216 |
|
|
|
6,075 |
|
|
|
(49,203 |
) |
|
|
18,074 |
|
|
|
9,689 |
|
Depreciation expense and amortization of intangible assets |
|
18,830 |
|
|
|
18,554 |
|
|
|
11,646 |
|
|
|
71,632 |
|
|
|
46,665 |
|
|
|
34,937 |
|
Share-based compensation expense |
|
9,574 |
|
|
|
9,642 |
|
|
|
9,459 |
|
|
|
39,228 |
|
|
|
37,284 |
|
|
|
30,961 |
|
Flow-through of inventory step up |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
2,599 |
|
|
|
— |
|
|
|
7,090 |
|
Cost of sales-related restructure |
|
1,050 |
|
|
|
211 |
|
|
|
— |
|
|
|
6,813 |
|
|
|
— |
|
|
|
— |
|
Acquisition and integration expenses |
|
2,676 |
|
|
|
8,637 |
|
|
|
3,620 |
|
|
|
20,869 |
|
|
|
7,090 |
|
|
|
5,314 |
|
Impairment of goodwill |
|
1,534 |
|
|
|
— |
|
|
|
— |
|
|
|
19,092 |
|
|
|
— |
|
|
|
— |
|
Change in fair value of contingent consideration |
|
4,100 |
|
|
|
14,800 |
|
|
|
— |
|
|
|
29,000 |
|
|
|
41,324 |
|
|
|
32,400 |
|
Restructure charge |
|
1,681 |
|
|
|
(186 |
) |
|
|
(15 |
) |
|
|
7,047 |
|
|
|
234 |
|
|
|
3,172 |
|
Loss on extinguishment of debt |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
15,924 |
|
|
|
653 |
|
|
|
— |
|
Other |
|
— |
|
|
|
— |
|
|
|
128 |
|
|
|
1,800 |
|
|
|
624 |
|
|
|
(1,004 |
) |
Adjusted EBITDA |
$ |
37,579 |
|
|
$ |
48,540 |
|
|
$ |
47,260 |
|
|
$ |
209,080 |
|
|
$ |
198,665 |
|
|
$ |
96,550 |
|
SMART Global Holdings, Inc. |
|||||||
Consolidated Balance Sheets |
|||||||
(In thousands) |
|||||||
(Unaudited) |
|||||||
As of |
August 25,
|
|
August 26,
|
||||
Assets |
|
|
|
||||
Cash and cash equivalents |
$ |
365,563 |
|
|
$ |
313,328 |
|
Short-term investments |
|
25,251 |
|
|
|
— |
|
Accounts receivable, net |
|
219,247 |
|
|
|
355,002 |
|
Inventories |
|
174,977 |
|
|
|
263,768 |
|
Other current assets |
|
51,790 |
|
|
|
33,486 |
|
Current assets from discontinued operations |
|
70,574 |
|
|
|
186,281 |
|
Total current assets |
|
907,402 |
|
|
|
1,151,865 |
|
Property and equipment, net |
|
118,734 |
|
|
|
96,708 |
|
Operating lease right-of-use assets |
|
68,444 |
|
|
|
71,823 |
|
Intangible assets, net |
|
160,185 |
|
|
|
77,812 |
|
Goodwill |
|
161,958 |
|
|
|
55,121 |
|
Deferred tax assets |
|
74,085 |
|
|
|
4,576 |
|
Other noncurrent assets |
|
15,150 |
|
|
|
15,014 |
|
Noncurrent assets from discontinued operations |
|
— |
|
|
|
99,145 |
|
Total assets |
$ |
1,505,958 |
|
|
$ |
1,572,064 |
|
|
|
|
|
||||
Liabilities and Equity |
|
|
|
||||
Accounts payable and accrued expenses |
$ |
182,035 |
|
|
$ |
354,098 |
|
Current debt |
|
35,618 |
|
|
|
8,469 |
|
Deferred revenue |
|
48,096 |
|
|
|
30,780 |
|
Other current liabilities |
|
32,731 |
|
|
|
57,880 |
|
Acquisition-related contingent consideration |
|
50,000 |
|
|
|
— |
|
Current liabilities from discontinued operations |
|
77,770 |
|
|
|
64,313 |
|
Total current liabilities |
|
426,250 |
|
|
|
515,540 |
|
Long-term debt |
|
754,820 |
|
|
|
575,682 |
|
Noncurrent operating lease liabilities |
|
66,407 |
|
|
|
66,990 |
|
Other noncurrent liabilities |
|
29,248 |
|
|
|
14,835 |
|
Noncurrent liabilities from discontinued operations |
|
— |
|
|
|
20,471 |
|
Total liabilities |
|
1,276,725 |
|
|
|
1,193,518 |
|
|
|
|
|
||||
Commitments and contingencies |
|
|
|
||||
|
|
|
|
||||
SMART Global Holdings shareholders’ equity: |
|
|
|
||||
Ordinary shares |
|
1,726 |
|
|
|
1,586 |
|
Additional paid-in capital |
|
476,703 |
|
|
|
448,112 |
|
Retained earnings |
|
82,457 |
|
|
|
251,344 |
|
Treasury shares |
|
(132,447 |
) |
|
|
(107,776 |
) |
Accumulated other comprehensive income (loss) |
|
(205,964 |
) |
|
|
(221,655 |
) |
Total SGH shareholders’ equity |
|
222,475 |
|
|
|
371,611 |
|
Noncontrolling interest in subsidiary |
|
6,758 |
|
|
|
6,935 |
|
Total equity |
|
229,233 |
|
|
|
378,546 |
|
Total liabilities and equity |
$ |
1,505,958 |
|
|
$ |
1,572,064 |
|
SMART Global Holdings, Inc. |
|||||||||||||||||||||||
Consolidated Statements of Cash Flows |
|||||||||||||||||||||||
(In thousands) |
|||||||||||||||||||||||
(Unaudited) |
|||||||||||||||||||||||
|
Three Months Ended |
|
Year Ended |
||||||||||||||||||||
|
August 25,
|
|
May 26,
|
|
August 26,
|
|
August 25,
|
|
August 26,
|
|
August 27,
|
||||||||||||
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income (loss) |
$ |
(140,155 |
) |
|
$ |
(24,077 |
) |
|
$ |
20,427 |
|
|
$ |
(185,694 |
) |
|
$ |
68,592 |
|
|
$ |
22,506 |
|
Net income (loss) from discontinued operations |
|
(205,685 |
) |
|
|
(4,807 |
) |
|
|
11,097 |
|
|
|
(195,384 |
) |
|
|
44,185 |
|
|
|
64,460 |
|
Net income (loss) from continuing operations |
|
65,530 |
|
|
|
(19,270 |
) |
|
|
9,330 |
|
|
|
9,690 |
|
|
|
24,407 |
|
|
|
(41,954 |
) |
Adjustments to reconcile net income (loss) from continuing operations to cash provided by operating activities |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Depreciation expense and amortization of intangible assets |
|
18,830 |
|
|
|
18,554 |
|
|
|
11,646 |
|
|
|
71,632 |
|
|
|
46,665 |
|
|
|
34,937 |
|
Amortization of debt discount and issuance costs |
|
1,010 |
|
|
|
937 |
|
|
|
2,787 |
|
|
|
4,064 |
|
|
|
10,263 |
|
|
|
8,798 |
|
Share-based compensation expense |
|
9,574 |
|
|
|
9,642 |
|
|
|
9,459 |
|
|
|
39,228 |
|
|
|
37,284 |
|
|
|
30,961 |
|
Impairment of goodwill |
|
1,534 |
|
|
|
— |
|
|
|
— |
|
|
|
19,092 |
|
|
|
— |
|
|
|
— |
|
Change in fair value of contingent consideration |
|
4,100 |
|
|
|
14,800 |
|
|
|
— |
|
|
|
29,000 |
|
|
|
41,324 |
|
|
|
32,400 |
|
Loss on extinguishment of debt |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
15,924 |
|
|
|
653 |
|
|
|
— |
|
Deferred income taxes, net |
|
(65,228 |
) |
|
|
(5 |
) |
|
|
(9 |
) |
|
|
(63,603 |
) |
|
|
(20 |
) |
|
|
(1,982 |
) |
Other |
|
701 |
|
|
|
(809 |
) |
|
|
51 |
|
|
|
4,008 |
|
|
|
582 |
|
|
|
(598 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accounts receivable |
|
3,007 |
|
|
|
(12,525 |
) |
|
|
(59,249 |
) |
|
|
162,515 |
|
|
|
(97,801 |
) |
|
|
(47,773 |
) |
Inventories |
|
28,564 |
|
|
|
56,413 |
|
|
|
55,411 |
|
|
|
95,217 |
|
|
|
30,733 |
|
|
|
(99,906 |
) |
Other assets |
|
(290 |
) |
|
|
16,950 |
|
|
|
(5,926 |
) |
|
|
6,767 |
|
|
|
(10,321 |
) |
|
|
15,415 |
|
Accounts payable and accrued expenses and other liabilities |
|
(29,776 |
) |
|
|
(51,612 |
) |
|
|
(15,368 |
) |
|
|
(256,133 |
) |
|
|
(44,907 |
) |
|
|
192,542 |
|
Payment of acquisition-related contingent consideration |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(73,724 |
) |
|
|
— |
|
|
|
— |
|
Net cash provided by operating activities from continuing operations |
|
37,556 |
|
|
|
33,075 |
|
|
|
8,132 |
|
|
|
63,677 |
|
|
|
38,862 |
|
|
|
122,840 |
|
Net cash provided by (used for) operating activities from discontinued operations |
|
(757 |
) |
|
|
7,963 |
|
|
|
12,774 |
|
|
|
40,710 |
|
|
|
66,069 |
|
|
|
30,510 |
|
Net cash provided by operating activities |
|
36,799 |
|
|
|
41,038 |
|
|
|
20,906 |
|
|
|
104,387 |
|
|
|
104,931 |
|
|
|
153,350 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash flows from investing activities |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Capital expenditures and deposits on equipment |
|
(7,747 |
) |
|
|
(11,984 |
) |
|
|
(5,858 |
) |
|
|
(39,421 |
) |
|
|
(20,359 |
) |
|
|
(16,669 |
) |
Acquisition of business, net of cash acquired |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(213,073 |
) |
|
|
— |
|
|
|
(35,677 |
) |
Purchases of held-to-maturity investment securities |
|
(25,015 |
) |
|
|
— |
|
|
|
— |
|
|
|
(25,015 |
) |
|
|
— |
|
|
|
— |
|
Other |
|
(4,345 |
) |
|
|
431 |
|
|
|
(71 |
) |
|
|
(3,675 |
) |
|
|
(875 |
) |
|
|
(1,121 |
) |
Net cash used for investing activities from continuing operations |
|
(37,107 |
) |
|
|
(11,553 |
) |
|
|
(5,929 |
) |
|
|
(281,184 |
) |
|
|
(21,234 |
) |
|
|
(53,467 |
) |
Net cash used for investing activities from discontinued operations |
|
(11,640 |
) |
|
|
(1,273 |
) |
|
|
(2,997 |
) |
|
|
(17,385 |
) |
|
|
(17,736 |
) |
|
|
(30,711 |
) |
Net cash used for investing activities |
$ |
(48,747 |
) |
|
$ |
(12,826 |
) |
|
$ |
(8,926 |
) |
|
$ |
(298,569 |
) |
|
$ |
(38,970 |
) |
|
$ |
(84,178 |
) |
SMART Global Holdings, Inc. |
|||||||||||||||||||||||
Consolidated Statements of Cash Flows, Continued |
|||||||||||||||||||||||
(In thousands) |
|||||||||||||||||||||||
(Unaudited) |
|||||||||||||||||||||||
|
Three Months Ended |
|
Year Ended |
||||||||||||||||||||
|
August 25,
|
|
May 26,
|
|
August 26,
|
|
August 25,
|
|
August 26,
|
|
August 27,
|
||||||||||||
Cash flows from financing activities |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Proceeds from debt |
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
295,287 |
|
|
$ |
270,775 |
|
|
$ |
— |
|
Proceeds from issuance of ordinary shares |
|
34,615 |
|
|
|
4,180 |
|
|
|
291 |
|
|
|
43,045 |
|
|
|
12,140 |
|
|
|
14,923 |
|
Proceeds from borrowing under line of credit |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
84,000 |
|
|
|
172,500 |
|
Payment of acquisition-related contingent consideration |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(28,100 |
) |
|
|
— |
|
|
|
— |
|
Payments to acquire ordinary shares |
|
(7,788 |
) |
|
|
(660 |
) |
|
|
(40,431 |
) |
|
|
(24,671 |
) |
|
|
(57,231 |
) |
|
|
(48,513 |
) |
Repayments of debt |
|
(7,212 |
) |
|
|
(7,211 |
) |
|
|
(1,719 |
) |
|
|
(21,634 |
) |
|
|
(126,719 |
) |
|
|
— |
|
Payment of premium in connection with convertible note exchange |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(14,141 |
) |
|
|
— |
|
|
|
— |
|
Net cash paid for settlement and purchase of Capped Calls |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(4,304 |
) |
|
|
— |
|
|
|
— |
|
Distribution to noncontrolling interest |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(2,009 |
) |
|
|
(3,773 |
) |
|
|
— |
|
Repayments of borrowings under line of credit |
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(109,000 |
) |
|
|
(147,500 |
) |
Other |
|
(487 |
) |
|
|
(688 |
) |
|
|
(1,242 |
) |
|
|
(6,252 |
) |
|
|
(9,547 |
) |
|
|
(6,138 |
) |
Net cash provided by (used for) financing activities from continuing operations |
|
19,128 |
|
|
|
(4,379 |
) |
|
|
(43,101 |
) |
|
|
237,221 |
|
|
|
60,645 |
|
|
|
(14,728 |
) |
Net cash provided by (used for) financing activities from discontinued operations |
|
(426 |
) |
|
|
(255 |
) |
|
|
8,770 |
|
|
|
(805 |
) |
|
|
13,234 |
|
|
|
17,577 |
|
Net cash provided by (used for) financing activities |
|
18,702 |
|
|
|
(4,634 |
) |
|
|
(34,331 |
) |
|
|
236,416 |
|
|
|
73,879 |
|
|
|
2,849 |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Effect of changes in currency exchange rates |
|
2,035 |
|
|
|
813 |
|
|
|
(1,910 |
) |
|
|
4,765 |
|
|
|
239 |
|
|
|
154 |
|
Net increase (decrease) in cash and cash equivalents |
|
8,789 |
|
|
|
24,391 |
|
|
|
(24,261 |
) |
|
|
46,999 |
|
|
|
140,079 |
|
|
|
72,175 |
|
Cash and cash equivalents at beginning of period |
|
401,275 |
|
|
|
376,884 |
|
|
|
387,326 |
|
|
|
363,065 |
|
|
|
222,986 |
|
|
|
150,811 |
|
Cash and cash equivalents at end of period |
$ |
410,064 |
|
|
$ |
401,275 |
|
|
$ |
363,065 |
|
|
$ |
410,064 |
|
|
$ |
363,065 |
|
|
$ |
222,986 |
|
View source version on businesswire.com: https://www.businesswire.com/news/home/20231012804448/en/
Investor Contact
Suzanne Schmidt
Investor Relations
+1-510-360-8596
ir@sghcorp.com
PR Contact
Valerie Sassani
VP of Marketing and Communications
+1-510-941-8921
pr@sghcorp.com
Source: SMART Global Holdings, Inc.
FAQ
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