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SGH Reports Third Quarter Fiscal 2022 Financial Results

·13 min read

9th Consecutive Quarter of Year-over-Year Revenue Growth

Signed Definitive Agreement to Acquire Stratus Technologies to Expand High-Availability, Fault-Tolerant Solutions for Data Center and Edge Markets

MILPITAS, Calif., June 29, 2022--(BUSINESS WIRE)--SMART Global Holdings, Inc. ("SGH" or the "Company") (NASDAQ: SGH) today reported financial results for the third quarter of fiscal 2022. Per share measures for all periods reflect the effect of the February 2022 two-for-one share split.

Third Quarter Fiscal 2022 Highlights

  • Announced entry into a definitive agreement to acquire Stratus Technologies
    (see separate press release issued on June 29, 2022 for details)

  • Net sales of $463 million, up 6% versus the year-ago quarter

  • GAAP gross margin of 24.7%, up 540 basis points versus the year-ago quarter

  • Non-GAAP gross margin of 25.7%, up 380 basis points versus the year-ago quarter

  • GAAP EPS of $0.44 versus GAAP loss per share of $(0.15) in the year-ago quarter

  • Non-GAAP EPS of $0.87, up 24% versus the year-ago quarter

  • Repurchased ~450 thousand shares for $10.2 million in cash

YTD Fiscal 2022 Highlights

  • Net sales of $1.38 billion, up 34% versus the year-ago period

  • GAAP gross margin of 25.3%, up 690 basis points versus the year-ago period

  • Non-GAAP gross margin of 26.3%, up 610 basis points versus the year-ago period

  • GAAP EPS of $0.84 versus GAAP EPS of $0.01 for the year-ago period

  • Non-GAAP EPS of $2.81, up 85% versus the year-ago period

"I am extremely proud of our team’s execution in Q3 in the midst of the macro-economic headwinds that all companies are facing," commented CEO Mark Adams. "We achieved strong financial results, with our ninth consecutive quarter of year-over-year revenue growth, coupled with strong gross margins and EPS, both of which exceeded our third quarter guidance."

The Company also announced its entry into a definitive agreement to acquire Stratus Technologies, a leader in high-availability, fault-tolerant systems and software in the data center and at the Edge.

"Today, we are taking another important step in our transformation with the announcement of our entry into a definitive agreement to acquire Stratus Technologies, a global leader in simplified, protected, and autonomous computing solutions in the data center and at the Edge," continued Mr. Adams. "Following the close of the transaction, expected to occur in the second half of calendar 2022, Stratus will operate as part of SGH’s Intelligent Platform Solutions (IPS) business line. We are excited to welcome the Stratus team to SGH as we continue to expand our capabilities with their high-availability, fault-tolerant computing platforms, software and services."

Quarterly Financial Results

GAAP (1)

Non-GAAP (2)

(in millions, except per share amounts)

Q3 FY22

Q2 FY22

Q3 FY21

Q3 FY22

Q2 FY22

Q3 FY21

Net sales

$

462.5

$

449.2

$

437.7

$

462.5

$

449.2

$

437.7

Gross profit

114.5

112.7

84.5

118.9

116.9

95.7

Operating income

35.3

16.8

2.9

54.3

57.4

43.3

Net income (loss) attributable to SGH

24.1

2.5

(7.2

)

45.9

47.6

35.5

Diluted earnings (loss) per share (3)

$

0.44

$

0.04

$

(0.15

)

$

0.87

$

0.87

$

0.70

(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 (loss) per share reflect the impact of the share dividend paid in February 2022.

Business Outlook

As of June 29, 2022, SGH is providing the following financial outlook for its fourth quarter of fiscal 2022:

GAAP
Outlook

Adjustments

Non-GAAP
Outlook

Net sales

$420 to $460 million

$420 to $460 million

Gross margin

22.5% to 24.5%

1%

(A)

23.5% to 25.5%

Diluted earnings per share

$0.22 +/- $.10

$0.43

(A)(B)(C)

$0.65 +/- $.10

Diluted shares

55 million

(2) million

53 million

Non-GAAP adjustments: (in millions)

(A)

Share-based compensation and amortization of acquisition-related intangibles included in cost of sales

$

5

(B)

Share-based compensation and amortization of acquisition-related intangibles included in R&D and SG&A

12

(C)

Amortization of debt discount and other costs

5

$

22

Third Quarter Fiscal 2022 Earnings Conference Call and Webcast Details

SGH will hold a conference call and webcast to discuss the Q3 fiscal 2022 results and related matters at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) on Wednesday, June 29, 2022. 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 421527. 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

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: inability to obtain or delays in obtaining all regulatory approvals and otherwise completing all steps required to close on the acquisition of Stratus; issues, delays or complications in completing the acquisition of Stratus; global business and economic conditions and growth trends in technology 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 8-K, 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 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.

SMART Global Holdings, Inc.

Consolidated Statements of Operations

(In thousands, except per share amounts)

Three Months Ended

Nine Months Ended

May 27,
2022

Feb 25,
2022

May 28,
2021

May 27,
2022

May 28,
2021

Net sales:

Memory Solutions

$

265,850

$

260,081

$

240,116

$

765,332

$

684,537

Intelligent Platform Solutions

95,345

82,257

95,857

296,256

247,141

LED Solutions

101,345

106,833

101,755

320,067

101,755

Total net sales

462,540

449,171

437,728

1,381,655

1,033,433

Cost of sales

348,077

336,458

353,241

1,032,278

842,847

Gross profit

114,463

112,713

84,487

349,377

190,586

Operating expenses:

Research and development

20,298

18,794

16,718

56,749

32,534

Selling, general and administrative

58,732

53,114

48,475

164,396

118,195

Change in fair value of contingent consideration

124

24,000

16,400

41,324

16,400

Total operating expenses

79,154

95,908

81,593

262,469

167,129

Operating income

35,309

16,805

2,894

86,908

23,457

Non-operating (income) expense:

Interest expense, net

5,110

4,462

5,049

14,678

12,568

Other non-operating (income) expense

550

1,785

489

3,570

1,187

Total non-operating (income) expense

5,660

6,247

5,538

18,248

13,755

Income (loss) before taxes

29,649

10,558

(2,644

)

68,660

9,702

Income tax provision

5,154

7,586

4,010

20,495

8,485

Net income (loss)

24,495

2,972

(6,654

)

48,165

1,217

Net income attributable to noncontrolling interest

382

514

557

1,567

557

Net income (loss) attributable to SGH

$

24,113

$

2,458

$

(7,211

)

$

46,598

$

660

Earnings (loss) per share:

Basic

$

0.48

$

0.05

$

(0.15

)

$

0.94

$

0.01

Diluted

$

0.44

$

0.04

$

(0.15

)

$

0.84

$

0.01

Shares used in per share calculations:

Basic

50,095

49,522

48,071

49,543

48,542

Diluted

54,998

57,636

48,071

55,756

51,167

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

SMART Global Holdings, Inc.

Reconciliation of GAAP to Non-GAAP Measures

(In thousands)

Three Months Ended

Nine Months Ended

May 27,
2022

Feb 25,
2022

May 28,
2021

May 27,
2022

May 28,
2021

GAAP gross profit

$

114,463

$

112,713

$

84,487

$

349,377

$

190,586

Share-based compensation expense

1,724

1,648

1,166

5,103

2,807

Amortization of acquisition-related intangibles

2,696

2,582

2,937

8,374

4,231

Flow-through of inventory step up

7,090

7,090

Out of period import tax expense

4,345

Non-GAAP gross profit

$

118,883

$

116,943

$

95,680

$

362,854

$

209,059

GAAP operating expenses

$

79,154

$

95,908

$

81,593

$

262,469

$

167,129

Share-based compensation expense

(8,823

)

(8,325

)

(7,215

)

(25,192

)

(22,060

)

Amortization of acquisition-related intangibles

(3,247

)

(3,247

)

(3,247

)

(9,741

)

(8,780

)

Change in fair value of contingent consideration

(124

)

(24,000

)

(16,400

)

(41,324

)

(16,400

)

Other

(2,349

)

(828

)

(2,356

)

(4,215

)

(5,037

)

Non-GAAP operating expenses

$

64,611

$

59,508

$

52,375

$

181,997

$

114,852

GAAP operating income

$

35,309

$

16,805

$

2,894

$

86,908

$

23,457

Share-based compensation expense

10,547

9,973

8,381

30,295

24,867

Amortization of acquisition-related intangibles

5,943

5,829

6,184

18,115

13,011

Flow-through of inventory step up

7,090

7,090

Change in fair value of contingent consideration

124

24,000

16,400

41,324

16,400

Out of period import tax expense

4,345

Other

2,349

828

2,356

4,215

5,037

Non-GAAP operating income

$

54,272

$

57,435

$

43,305

$

180,857

$

94,207

GAAP net income (loss) attributable to SGH

$

24,113

$

2,458

$

(7,211

)

$

46,598

$

660

Share-based compensation expense

10,547

9,973

8,381

30,295

24,867

Amortization of acquisition-related intangibles

5,943

5,829

6,184

18,115

13,011

Flow-through of inventory step up

7,090

7,090

Change in fair value of contingent consideration

124

24,000

16,400

41,324

16,400

Out of period import tax expense

3,358

Amortization of debt discount and other costs

2,705

2,296

2,088

7,211

6,247

Foreign currency (gains) losses

641

1,408

994

3,516

1,195

Other

2,349

1,481

...