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Form 8-K SMART Global Holdings, For: Apr 05

April 5, 2022 4:10 PM

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Exhibit 99.1
Press Release
FOR IMMEDIATE RELEASE


SGH REPORTS SECOND QUARTER FISCAL 2022 FINANCIAL RESULTS
8th Consecutive Quarter of Year-over-Year Revenue Growth;
Board of Directors Approves $75 Million Share Repurchase Authorization

Milpitas, Calif. – April 5, 2022 – SMART Global Holdings, Inc. ("SGH" or the "Company") (NASDAQ: SGH) today reported financial results for the second quarter of fiscal 2022. Per share measures for all periods reflect the effect of the February 2022 two-for-one share split.

Second Quarter Fiscal 2022 Highlights

Net sales of $449 million, up 48% versus the year ago quarter
GAAP gross margin of 25.1%, up 750 basis points versus the year ago quarter
Non-GAAP gross margin of 26.0%, up 660 basis points versus the year ago quarter
GAAP EPS of $0.04, down 67% versus the year ago quarter
Non-GAAP EPS of $0.87, up 98% versus the year ago quarter

YTD Fiscal 2022 Highlights

Net sales of $919 million, up 54% versus the year ago period
GAAP gross margin of 25.6%, up 780 basis points versus the year ago period
Non-GAAP gross margin of 26.5%, up 750 basis points versus the year ago period
GAAP EPS of $0.40, up 150% versus the year ago period
Non-GAAP EPS of $1.95, up 135% versus the year ago period

"We delivered solid financial results for the second quarter of fiscal 2022, culminating a strong first half of the fiscal year, and demonstrating the strength of our growth and diversification strategy," commented CEO Mark Adams. "The results reflect our commitment to operational excellence by focusing on specialty solutions targeting growth markets such as AI, machine learning, data analytics, enterprise storage and edge/IoT. Across all of our businesses, we are investing to capitalize on the growth opportunities in these market segments. In addition, our Board approved a $75 million share repurchase authorization, reflecting their confidence in the strength of our financial position while providing us the flexibility to return capital to our shareholders in a disciplined manner."

Under the share repurchase authorization, the Company may repurchase its outstanding ordinary shares from time to time through open market purchases, privately-negotiated transactions or otherwise. The share repurchase authorization has no expiration date but may be suspended or terminated by the Board of Directors at any time.

During the second quarter, the Company issued a share dividend of one ordinary share for every one outstanding ordinary share owned. Ordinary shares and per share data in this press release have been adjusted for the impact of the share dividend.




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Quarterly Financial Results

 
GAAP (1)
 
Non-GAAP (2)
(in millions, except per share amounts)Q2 FY22Q1 FY22Q2 FY21Q2 FY22Q1 FY22Q2 FY21
Net sales$449.2 $469.9 $304.0 $449.2 $469.9 $304.0 
Gross profit112.7 122.2 53.5 116.9 127.0 59.3 
Operating income16.8 34.8 12.9 57.4 69.2 27.2 
Net income attributable to SGH2.5 20.0 5.8 47.6 56.3 21.9 
Diluted earnings per share (3)
$0.04 $0.37 $0.12 $0.87 $1.08 $0.44 
(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.

Business Outlook

As of April 5, 2022, SGH is providing the following financial outlook for its third quarter of fiscal 2022:

 
GAAP
Outlook
Adjustments
Non-GAAP
Outlook
Net sales$435 to $475 million$435 to $475 million
Gross margin23% to 25%1%(A)24% to 26%
Diluted earnings per share
$0.35 +/- $0.08$0.40(A)(B)(C)$0.75 +/- $0.08
Diluted shares
57 million(3) million54 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&A11 
(C) Amortization of debt discount and other costs
$20 

Second Quarter Fiscal 2022 Earnings Conference Call and Webcast Details

SGH will hold a conference call and webcast to discuss the Q2 fiscal 2022 results and related matters at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) on Tuesday, April 5, 2022. Interested parties may access the call by dialing +1-888-550-5584 in the U.S. or +1-646-960-0157 from international locations using access code 2316162. The webcast link is located on the SGH Investor Relations section of our 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




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This press release contains, and statements made during the above-referenced conference call will contain, "forward-looking statements," including, among other things, statements regarding future events and the future financial performance of SGH (including the business outlook for the next fiscal quarter) and statements regarding growth drivers in SGH's industries and markets. These forward-looking statements are based on current expectations and preliminary assumptions that are subject to factors and uncertainties that could cause actual results to differ materially from those described in these forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside SGH's control, including, among others: global business and economic conditions and growth trends in technology and lighting industries, our customer markets and various geographic regions; uncertainties in the geopolitical environment; disruptions in our operations or our supply chain as a result of 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 our 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 in the introduction of new products; slowing or contraction of growth in the memory market in Brazil; reduction in or termination of incentives for local manufacturing in Brazil; changes to applicable tax regimes or rates; prices for the end products of our customers; strikes or labor disputes; deterioration in or loss of relations with any of our limited number of key vendors; the inability to maintain or expand government business; and other factors and risks detailed in SGH's filings with the U.S. Securities and Exchange Commission, which include SGH's most recent reports on Form 10-K and Form 10-Q, including SGH's future filings.

Such factors and risks as outlined above and in such filings do not constitute all factors and risks that could cause actual results of SGH to be materially different from our forward-looking statements. Accordingly, investors are cautioned not to place undue reliance on any forward-looking statements. These forward-looking statements are made as of today, and SGH does not intend, and has no obligation, to update or revise any forward-looking statements in order to reflect events or circumstances that may arise after the date of this press release, except as required by law.

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, COVID-19 expenses, amortization of debt discount and other costs and other infrequent or unusual items. 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, COVID-19 expenses 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



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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 in, 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)

 Three Months EndedSix Month Ended
 
Feb 25, 2022
Nov 26, 2021
Feb 26, 2021
Feb 25, 2022
Feb 26, 2021
Net sales:    
Memory Solutions$260,081 $239,401 $218,597 $499,482 $444,421 
Intelligent Platform Solutions82,257 118,654 85,412 200,911 151,284 
LED Solutions106,833 111,889 — 218,722 — 
Total net sales449,171 469,944 304,009 919,115 595,705 
Cost of sales336,458 347,743 250,553 684,201 489,606 
Gross profit112,713 122,201 53,456 234,914 106,099 
Operating expenses:
Research and development18,794 17,657 8,852 36,451 15,816 
Selling, general and administrative53,114 52,550 31,664 105,664 69,720 
Change in fair value of contingent consideration24,000 17,200 — 41,200 — 
Total operating expenses95,908 87,407 40,516 183,315 85,536 
Operating income16,805 34,794 12,940 51,599 20,563 
Non-operating (income) expense:
Interest expense, net4,462 5,106 4,365 9,568 7,518 
Other non-operating (income) expense1,785 1,235 1,531 3,020 699 
Total non-operating (income) expense6,247 6,341 5,896 12,588 8,217 
Income before taxes10,558 28,453 7,044 39,011 12,346 
Income tax provision7,586 7,755 1,200 15,341 4,475 
Net income2,972 20,698 5,844 23,670 7,871 
Net income attributable to noncontrolling interest514 671 — 1,185 — 
Net income attributable to SGH$2,458 $20,027 $5,844 $22,485 $7,871 
Earnings per share:
Basic$0.05 $0.41 $0.12 $0.46 $0.16 
Diluted$0.04 $0.37 $0.12 $0.40 $0.16 
Shares used in per share calculations:
Basic49,522 49,011 48,435 49,267 48,778 
Diluted57,636 54,635 50,407 56,135 50,307 

Earnings per share and shares used in per share calculations reflect the impact of the share dividend.



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

 Three Months EndedSix Months Ended
 
Feb 25, 2022
Nov 26, 2021
Feb 26, 2021
Feb 25, 2022
Feb 26, 2021
GAAP gross profit$112,713 $122,201 $53,456 $234,914 $106,099 
Share-based compensation expense1,648 1,731 804 3,379 1,641 
Amortization of acquisition-related intangibles2,582 3,096 647 5,678 1,294 
Out of period import tax expense— — 4,345 — 4,345 
Non-GAAP gross profit$116,943 $127,028 $59,252 $243,971 $113,379 
    
GAAP operating expenses$95,908 $87,407 $40,516 $183,315 $85,536 
Share-based compensation expense(8,325)(8,044)(4,594)(16,369)(14,845)
Amortization of acquisition-related intangibles(3,247)(3,247)(2,766)(6,494)(5,533)
Change in fair value of contingent consideration(24,000)(17,200)— (41,200)— 
Other(828)(1,038)(1,064)(1,866)(2,681)
Non-GAAP operating expenses$59,508 $57,878 $32,092 $117,386 $62,477 
    
GAAP operating income$16,805 $34,794 $12,940 $51,599 $20,563 
Share-based compensation expense9,973 9,775 5,398 19,748 16,486 
Amortization of acquisition-related intangibles5,829 6,343 3,413 12,172 6,827 
Change in fair value of contingent consideration24,000 17,200 — 41,200 — 
Out of period import tax expense— — 4,345 — 4,345 
Other828 1,038 1,064 1,866 2,681 
Non-GAAP operating income$57,435 $69,150 $27,160 $126,585 $50,902 
    
GAAP net income attributable to SGH$2,458 $20,027 $5,844 $22,485 $7,871 
Share-based compensation expense9,973 9,775 5,398 19,748 16,486 
Amortization of acquisition-related intangibles5,829 6,343 3,413 12,172 6,827 
Change in fair value of contingent consideration24,000 17,200 — 41,200 — 
Out of period import tax expense— — 3,358 — 3,358 
Amortization of debt discount and other costs2,296 2,210 2,098 4,506 4,160 
Foreign currency (gains) losses1,408 1,467 843 2,875 201 
Other1,481 1,038 1,064 2,519 2,681 
Estimated tax effects of non-GAAP adjustments126 (1,752)(84)(1,626)(20)
Non-GAAP net income attributable to SGH$47,571 $56,308 $21,934 $103,879 $41,564 



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

 Three Months EndedSix Months Ended
 Feb 25, 2022Nov 26, 2021Feb 26, 2021Feb 25, 2022Feb 26, 2021
Weighted-average shares outstanding - Diluted:
GAAP weighted-average shares outstanding57,636 54,635 50,407 56,135 50,307 
Adjustment for capped calls(2,759)(2,583)— (2,670)— 
Non-GAAP weighted-average shares outstanding54,877 52,052 50,407 53,465 50,307 
Diluted earnings per share:
GAAP diluted earnings per share$0.04 $0.37 $0.12 $0.40 $0.16 
Effect of above adjustments0.83 0.71 0.32 1.55 0.67 
Non-GAAP diluted earnings per share$0.87 $1.08 $0.44 $1.95 $0.83 
    
Net income attributable to SGH$2,458 $20,027 $5,844 $22,485 $7,871 
Interest expense, net4,462 5,106 4,365 9,568 7,518 
Income tax provision7,586 7,755 1,200 15,341 4,475 
Depreciation expense and amortization of intangible assets16,077 15,813 8,793 31,890 17,160 
Share-based compensation expense9,973 9,775 5,398 19,748 16,486 
Change in fair value of contingent consideration24,000 17,200 — 41,200 — 
Out of period import tax expense— — 4,345 — 4,345 
Other1,481 1,038 1,064 2,518 2,681 
Adjusted EBITDA$66,037 $76,714 $31,009 $142,750 $60,536 

Weighted average shares outstanding and diluted earnings per share reflect the impact of the share dividend.




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

As ofFebruary 25,
2022
August 27,
2021
Assets   
Cash and cash equivalents$365,768 $222,986 
Accounts receivable, net385,925 313,393 
Inventories334,148 363,601 
Other current assets45,876 50,838 
Total current assets1,131,717 950,818 
Property and equipment, net149,059 156,266 
Operating lease right-of-use assets35,816 40,869 
Intangible assets, net88,887 101,073 
Goodwill73,413 74,255 
Other noncurrent assets29,621 21,517 
Total assets$1,508,513 $1,344,798 
Liabilities and Equity
Accounts payable and accrued expenses$440,983 $484,107 
Current debt6,425 25,354 
Other current liabilities86,396 74,337 
Total current liabilities533,804 583,798 
Long-term debt483,911 340,484 
Acquisition-related contingent consideration101,700 60,500 
Noncurrent operating lease liabilities27,047 32,419 
Other noncurrent liabilities7,139 8,673 
Total liabilities1,153,601 1,025,874 
   
Commitments and contingencies   
   
SMART Global Holdings shareholders’ equity:   
Ordinary shares1,535 1,504 
Additional paid-in-capital423,136 396,120 
Retained earnings207,272 184,787 
Treasury shares(53,440)(50,545)
Accumulated other comprehensive income (loss)(229,676)(221,615)
Total SGH shareholders’ equity348,827 310,251 
Noncontrolling interest in subsidiary6,085 8,673 
Total equity354,912 318,924 
Total liabilities and equity$1,508,513 $1,344,798 



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

 Three Months EndedSix Months Ended
 Feb 25, 2022Nov 26, 2021Feb 26, 2021Feb 25, 2022Feb 26, 2021
Cash flows from operating activities:
Net income$2,972 $20,698 $5,844 $23,670 $7,871 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense and amortization of intangible assets16,077 15,813 8,793 31,890 17,160 
Amortization of debt discount and issuance costs2,438 2,332 2,191 4,770 4,307 
Share-based compensation expense9,973 9,775 5,398 19,748 16,486 
Change in fair value of contingent consideration24,000 17,200 — 41,200 — 
Amortization of operating lease right-of-use assets2,417 2,548 1,500 5,245 2,913 
Other1,533 (192)994 1,341 981 
Changes in operating assets and liabilities:
Accounts receivable(39,526)(36,053)12,012 (75,579)10,082 
Inventories(13,225)39,640 (41,053)26,415 (28,134)
Other current assets6,132 (932)(9,849)5,200 (19,126)
Accounts payable and accrued expenses22,105 (53,751)35,780 (31,646)45,921 
Operating lease liabilities(2,075)(2,141)(1,238)(4,496)(2,742)
Deferred income taxes, net(656)209 49 (447)271 
Net cash provided by operating activities32,165 15,146 20,421 47,311 55,990 
Cash flows from investing activities:
Capital expenditures and deposits on equipment(7,376)(12,766)(20,151)(20,142)(34,795)
Other(81)(611)151 (692)167 
Net cash used for investing activities(7,457)(13,377)(20,000)(20,834)(34,628)
Cash flows from financing activities:
Proceeds from debt270,775 — 11,439 270,775 11,439 
Proceeds from borrowing under line of credit24,000 60,000 23,000 84,000 42,500 
Proceeds from issuance of shares2,431 5,029 2,546 7,460 5,651 
Repayments of debt(125,000)— (23,000)(125,000)— 
Repayments of borrowings under line of credit(59,000)(50,000)— (109,000)(42,500)
Distribution to noncontrolling interest(3,773)— — (3,773)— 
Payments to acquire ordinary shares(230)(2,666)(44,481)(2,895)(47,964)
Other(3,840)— — (3,841)— 
Net cash provided by (used for) financing activities105,363 12,363 (30,496)117,726 (30,874)
Effect of changes in currency exchange rates on cash and cash equivalents2,647 (4,068)5,781 (1,421)(1,496)
Net increase (decrease) in cash and cash equivalents132,718 10,064 (24,294)142,782 (11,008)
Cash and cash equivalents at beginning of period233,050 222,986 164,097 222,986 150,811 
Cash and cash equivalents at end of period$365,768 $233,050 $139,803 $365,768 $139,803 




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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


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