SGH Reports Third Quarter Fiscal 2023 Financial Results

In this article:

Strong Operating Results and Record Cash and Equivalents

MILPITAS, Calif., June 29, 2023--(BUSINESS WIRE)--SMART Global Holdings, Inc. ("SGH" or the "Company") (NASDAQ: SGH) today reported financial results for the third quarter of fiscal 2023.

Third Quarter Fiscal 2023 Highlights

  • Net sales of $383 million, down 17.1% versus the year-ago quarter

  • GAAP gross margin of 25.7%, up 100 basis points versus the year-ago quarter

  • Non-GAAP gross margin of 28.0%, up 230 basis points versus the year-ago quarter

  • GAAP EPS of $(0.50) versus $0.44 in the year-ago quarter

  • Non-GAAP EPS of $0.66 versus $0.87 in the year-ago quarter

  • Record cash and cash equivalents of $401 million

  • Announced agreement to sell an 81% interest in SMART Modular Technologies do Brasil – Indústria e Comércio de Componentes Ltda. ("SMART Brazil")

"The team achieved strong results for the third quarter in what remains a challenging global economic environment. Non-GAAP gross margin increased to 28.0%, an improvement of 230 basis points from the same period last year, and achieved non-GAAP earnings of $0.66 per share. In addition, we exited the third quarter with a strong balance sheet, including record cash and cash equivalents of $401 million," commented the Company’s CEO Mark Adams. "With the announced agreement to sell an 81% interest in SMART Brazil on June 13, we are continuing our transformation to a high-performance, high-availability enterprise solutions company, and believe we are positioned to benefit from emerging trends in AI, machine learning and data analytics," indicated Adams.

Quarterly Financial Results

GAAP (1)

Non-GAAP (2)

(in millions, except per share amounts)

Q3 FY23

Q2 FY23

Q3 FY22

Q3 FY23

Q2 FY23

Q3 FY22

Net sales

$

383.3

$

429.2

$

462.5

$

383.3

$

429.2

$

462.5

Gross profit

98.6

110.4

114.5

107.2

123.9

118.9

Operating income (loss)

(8.8

)

(7.2

)

35.3

36.3

51.4

54.3

Net income (loss) attributable to SGH

(24.5

)

(27.2

)

24.1

33.1

37.6

45.9

Diluted earnings (loss) per share

$

(0.50

)

$

(0.55

)

$

0.44

$

0.66

$

0.76

$

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.

Business Outlook

As of June 29, 2023, SGH is providing the following financial outlook for its fourth quarter of fiscal 2023:

GAAP

Outlook

Adjustments

Non-GAAP

Outlook

Net sales

$375 million +/- $25 million

$375 million +/- $25 million

Gross margin

26% +/- 1%

2%

(A)

28% +/- 1%

Operating expenses

$87 million +/- $2 million

($16) million

(B)(C)

$71 million +/- $2 million

Diluted earnings (loss) per share

$0.02 +/- $0.15

$0.43

(A)(B)(C)(D)

$0.45 +/- $0.15

Diluted shares

54.5 million

(2) million

52.5 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

3

(D) Estimated income tax effects

(3

)

$

21

Third Quarter Fiscal 2023 Earnings Conference Call and Webcast Details

SGH will hold a conference call and webcast to discuss the third quarter of fiscal 2023 results and related matters today, June 29, 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 177936. 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, 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 SGH’s business strategies, investments and growth drivers in SGH’s industries and markets, 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 rapidly evolving nature of the COVID-19 pandemic; disruptions in SGH’s operations or supply chain as a result 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; 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; future cash flows of the Penguin Edge business; 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 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; the inability to maintain or expand government business; and the continuing availability of borrowings under term loans and revolving lines of credit and our ability to raise capital through debt or equity financings. These and other risks, uncertainties and factors are described in greater detail under the sections titled "Risk Factors," "Critical Accounting Estimates," "Results of Operations," "Quantitative and Qualitative Disclosures About Market Risk," and "Liquidity and Capital Resources" 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 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.

SMART Global Holdings, Inc.

Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

Three Months Ended

Nine Months Ended

May 26,
2023

February 24,
2023

May 27,
2022

May 26,
2023

May 27,
2022

Net sales:

Memory Solutions

$

148,370

$

151,136

$

265,850

$

491,473

$

765,332

Intelligent Platform Solutions

170,854

222,451

95,345

604,276

296,256

LED Solutions

64,106

55,587

101,345

182,233

320,067

Total net sales

383,330

429,174

462,540

1,277,982

1,381,655

Cost of sales

284,687

318,793

348,077

950,548

1,032,278

Gross profit

98,643

110,381

114,463

327,434

349,377

Operating expenses:

Research and development

22,235

26,665

20,298

72,956

56,749

Selling, general and administrative

70,596

62,771

58,483

204,389

164,147

Impairment of goodwill

17,558

17,558

Change in fair value of contingent consideration

14,800

6,400

124

24,900

41,324

Other operating (income) expense

(186

)

4,154

249

6,009

249

Total operating expenses

107,445

117,548

79,154

325,812

262,469

Operating income (loss)

(8,802

)

(7,167

)

35,309

1,622

86,908

Non-operating (income) expense:

Interest expense, net

8,059

8,006

5,110

24,102

14,678

Other non-operating (income) expense

514

13,329

550

13,183

3,570

Total non-operating (income) expense

8,573

21,335

5,660

37,285

18,248

Income (loss) before taxes

(17,375

)

(28,502

)

29,649

(35,663

)

68,660

Income tax provision (benefit)

6,702

(1,716

)

5,154

9,876

20,495

Net income (loss)

(24,077

)

(26,786

)

24,495

(45,539

)

48,165

Net income attributable to noncontrolling interest

378

433

382

1,143

1,567

Net income (loss) attributable to SGH

$

(24,455

)

$

(27,219

)

$

24,113

$

(46,682

)

$

46,598

Earnings (loss) per share:

Basic

$

(0.50

)

$

(0.55

)

$

0.48

$

(0.95

)

$

0.94

Diluted

$

(0.50

)

$

(0.55

)

$

0.44

$

(0.95

)

$

0.84

Shares used in per share calculations:

Basic

49,380

49,116

50,095

49,152

49,543

Diluted

49,380

49,116

54,998

49,152

55,756

SMART Global Holdings, Inc.

Reconciliation of GAAP to Non-GAAP Measures

(In thousands)

(Unaudited)

Three Months Ended

Nine Months Ended

May 26,
2023

February 24,
2023

May 27,
2022

May 26,
2023

May 27,
2022

GAAP gross profit

$

98,643

$

110,381

$

114,463

$

327,434

$

349,377

Share-based compensation expense

1,655

1,369

1,724

4,732

5,103

Amortization of acquisition-related intangibles

6,704

6,615

2,696

19,785

8,374

Flow-through of inventory step up

2,599

Cost of sales-related restructure

211

5,552

5,763

Non-GAAP gross profit

$

107,213

$

123,917

$

118,883

$

360,313

$

362,854

GAAP gross margin

25.7

%

25.7

%

24.7

%

25.6

%

25.3

%

Effect of adjustments

2.3

%

3.2

%

1.0

%

2.6

%

1.0

%

Non-GAAP gross margin

28.0

%

28.9

%

25.7

%

28.2

%

26.3

%

GAAP operating expenses

$

107,445

$

117,548

$

79,154

$

325,812

$

262,469

Share-based compensation expense

(8,376

)

(9,026

)

(8,823

)

(26,106

)

(25,192

)

Amortization of acquisition-related intangibles

(4,905

)

(4,200

)

(3,247

)

(13,497

)

(9,741

)

Acquisition and integration expenses

(8,637

)

(2,824

)

(2,181

)

(18,193

)

(3,470

)

Impairment of goodwill

(17,558

)

(17,558

)

Change in fair value of contingent consideration

(14,800

)

(6,400

)

(124

)

(24,900

)

(41,324

)

Restructure charge

186

(4,154

)

(249

)

(6,009

)

(249

)

Other

(900

)

81

(1,800

)

(496

)

Non-GAAP operating expenses

$

70,913

$

72,486

$

64,611

$

217,749

$

181,997

GAAP operating income (loss)

$

(8,802

)

$

(7,167

)

$

35,309

$

1,622

$

86,908

Share-based compensation expense

10,031

10,395

10,547

30,838

30,295

Amortization of acquisition-related intangibles

11,609

10,815

5,943

33,282

18,115

Flow-through of inventory step up

2,599

Cost of sales-related restructure

211

5,552

5,763

Acquisition and integration expenses

8,637

2,824

2,181

18,193

3,470

Impairment of goodwill

17,558

17,558

Change in fair value of contingent consideration

14,800

6,400

124

24,900

41,324

Restructure charge

(186

)

4,154

249

6,009

249

Other

900

(81

)

1,800

496

Non-GAAP operating income

$

36,300

$

51,431

$

54,272

$

142,564

$

180,857

SMART Global Holdings, Inc.

Reconciliation of GAAP to Non-GAAP Measures

(In thousands, except per share amounts)

(Unaudited)

Three Months Ended

Nine Months Ended

May 26,
2023

February 24,
2023

May 27,
2022

May 26,
2023

May 27,
2022

GAAP net income (loss) attributable to SGH

$

(24,455

)

$

(27,219

)

$

24,113

$

(46,682

)

$

46,598

Share-based compensation expense

10,031

10,395

10,547

30,838

30,295

Amortization of acquisition-related intangibles

11,609

10,815

5,943

33,282

18,115

Flow-through of inventory step up

2,599

Cost of sales-related restructure

211

5,552

5,763

Acquisition and integration expenses

8,637

2,824

2,181

18,193

3,470

Impairment of goodwill

17,558

17,558

Change in fair value of contingent consideration

14,800

6,400

124

24,900

41,324

Restructure charge

(186

)

4,154

249

6,009

249

...

Amortization of debt discount and other costs

937

1,048

2,705

3,054

7,211

Loss on extinguishment of debt

16,691

15,924

653

Foreign currency (gains) losses

590

281

641

1,113

3,516

Other

900

(81

)

1,800

496

Income tax effects

10,900

(11,753

)

(513

)

(4,153

)

(2,139

)

Non-GAAP net income attributable to SGH

$

33,074

$

37,646

$

45,909

$

110,198

$

149,788

Weighted-average shares outstanding - Diluted:

GAAP weighted-average shares outstanding

49,380

49,116

54,998

49,152

55,756

Adjustment for dilutive securities and capped calls

754

726

(2,063

)

770

(2,468

)

Non-GAAP weighted-average shares outstanding

50,134

49,842

52,935

49,922

53,288

Diluted earnings (loss) per share:

GAAP diluted earnings (loss) per share

$

(0.50

)

$

(0.55

)

$

0.44

$

(0.95

)

$

0.84

Effect of adjustments

1.16

1.31

0.43

3.16

1.97

Non-GAAP diluted earnings per share

$

0.66

$

0.76

$

0.87

$

2.21

$

2.81

Net income (loss) attributable to SGH

$

(24,455

)

$

(27,219

)

$

24,113

$

(46,682

)

$

46,598

Interest expense, net

8,059

8,006

5,110

24,102

14,678

Income tax provision (benefit)

6,702

(1,716

)

5,154

9,876

20,495

Depreciation expense and amortization of intangible assets

21,300

19,931

16,571

61,020

48,461

Share-based compensation expense

10,031

10,395

10,547

30,838

30,295

Flow-through of inventory step up

2,599

Cost of sales-related restructure

211

5,552

5,763

Acquisition and integration expenses

8,637

2,824

2,181

18,193

3,470

Impairment of goodwill

17,558

17,558

Change in fair value of contingent consideration

14,800

6,400

124

24,900

41,324

Restructure charge

(186

)

4,154

249

6,009

249

Loss on extinguishment of debt

16,691

15,924

653

Other

900

(81

)

1,800

496

Adjusted EBITDA

$

45,099

$

63,476

$

63,968

$

171,900

$

206,719

The non-GAAP adjustment for income tax effects for the three months ended May 26, 2023 includes a reduction in taxes of $4.0 million, or $0.08 per diluted share, for the retroactive effect of a revision in the amount of U.S. net operating losses expected to be utilized in 2023.

SMART Global Holdings, Inc.

Consolidated Balance Sheets

(In thousands)

(Unaudited)

As of

May 26,
2023

August 26,
2022

Assets

Cash and cash equivalents

$

401,275

$

363,065

Accounts receivable, net

243,571

410,323

Inventories

226,051

323,084

Other current assets

68,014

55,393

Total current assets

938,911

1,151,865

Property and equipment, net

177,751

153,935

Operating lease right-of-use assets

77,789

77,399

Intangible assets, net

171,415

77,812

Goodwill

183,089

74,009

Other noncurrent assets

42,233

37,044

Total assets

$

1,591,188

$

1,572,064

Liabilities and Equity

Accounts payable and accrued expenses

$

210,125

$

413,354

Current debt

32,253

12,025

Acquisition-related contingent consideration

45,700

Other current liabilities

96,227

90,161

Total current liabilities

384,305

515,540

Long-term debt

782,258

591,389

Noncurrent operating lease liabilities

73,421

71,754

Other noncurrent liabilities

27,038

14,835

Total liabilities

1,267,022

1,193,518

Commitments and contingencies

SMART Global Holdings shareholders’ equity:

Ordinary shares

1,655

1,586

Additional paid-in capital

432,185

448,112

Retained earnings

223,301

251,344

Treasury shares

(124,659

)

(107,776

)

Accumulated other comprehensive income (loss)

(214,385

)

(221,655

)

Total SGH shareholders’ equity

318,097

371,611

Noncontrolling interest in subsidiary

6,069

6,935

Total equity

324,166

378,546

Total liabilities and equity

$

1,591,188

$

1,572,064

SMART Global Holdings, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Three Months Ended

Nine Months Ended

May 26,
2023

February 24,
2023

May 27,
2022

May 26,
2023

May 27,
2022

Cash flows from operating activities:

Net income (loss)

$

(24,077

)

$

(26,786

)

$

24,495

$

(45,539

)

$

48,165

Adjustments to reconcile net income (loss) to net cash provided by operating activities

Depreciation expense and amortization of intangible assets

21,300

19,931

16,571

61,020

48,461

Amortization of debt discount and issuance costs

937

1,048

2,706

3,054

7,476

Share-based compensation expense

10,031

10,395

10,547

30,838

30,295

Impairment of goodwill

17,558

17,558

Change in fair value of contingent consideration

14,800

6,400

124

24,900

41,324

(Gain) loss on extinguishment of debt

16,691

15,924

653

Other

(811

)

3,705

(48

)

3,213

640

Changes in operating assets and liabilities:

Accounts receivable

(13,746

)

78,529

34,089

194,478

(41,490

)

Inventories

67,952

119,491

(26,531

)

104,561

(116

)

Other assets

15,391

(1,525

)

(8,375

)

8,667

2,070

Accounts payable and accrued expenses and other liabilities

(49,907

)

(145,951

)

(18,032

)

(278,888

)

(54,174

)

Payment of acquisition-related contingent consideration

(73,724

)

Deferred income taxes, net

(832

)

1,049

1,168

1,526

721

Net cash provided by operating activities

41,038

100,535

36,714

67,588

84,025

Cash flows from investing activities:

Capital expenditures and deposits on equipment

(13,260

)

(12,613

)

(9,156

)

(37,522

)

(29,298

)

Acquisition of business, net of cash acquired

(2,800

)

(213,073

)

Other

434

2,060

(54

)

773

(746

)

Net cash used for investing activities

(12,826

)

(13,353

)

(9,210

)

(249,822

)

(30,044

)

Cash flows from financing activities:

Proceeds from debt

295,287

270,775

Proceeds from issuance of ordinary shares

4,180

308

4,389

8,430

11,849

Proceeds from borrowing under line of credit

84,000

Payment of acquisition-related contingent consideration

(28,100

)

Payments to acquire ordinary shares

(660

)

(11,564

)

(13,905

)

(16,883

)

(16,800

)

Payment of premium in connection with convertible note exchange

(14,141

)

(14,141

)

Repayments of debt

(8,153

)

(4,507

)

(17,149

)

(125,000

)

Net cash paid for settlement and purchase of Capped Calls

(4,304

)

(4,304

)

Distribution to noncontrolling interest

(2,009

)

(2,009

)

(3,773

)

Repayments of borrowings under line of credit

(109,000

)

Other

(1

)

(3,414

)

(3,417

)

(3,841

)

Net cash provided by (used for) financing activities

(4,634

)

(39,631

)

(9,516

)

217,714

108,210

Effect of changes in currency exchange rates on cash and cash equivalents

813

1,712

3,570

2,730

2,149

Net increase in cash and cash equivalents

24,391

49,263

21,558

38,210

164,340

Cash and cash equivalents at beginning of period

376,884

327,621

365,768

363,065

222,986

Cash and cash equivalents at end of period

$

401,275

$

376,884

$

387,326

$

401,275

$

387,326

View source version on businesswire.com: https://www.businesswire.com/news/home/20230629137591/en/

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