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SGH Reports Fourth Quarter and Full Year Fiscal 2022 Financial Results

Achieved Record Net Sales and Record Gross Margins in Full Year Fiscal 2022

MILPITAS, Calif., October 04, 2022--(BUSINESS WIRE)--SMART Global Holdings, Inc. ("SGH" or the "Company") (NASDAQ: SGH) today reported financial results for the fourth quarter and full year fiscal 2022. Per share measures for all periods reflect the effect of the February 2022 two-for-one share split.

Fiscal 2022 Highlights

  • Net sales of $1.82 billion, up 21% versus fiscal 2021

  • GAAP gross margin of 24.9%, up 440 basis points versus fiscal 2021

  • Non-GAAP gross margin of 25.9%, up 370 basis points versus fiscal 2021

  • GAAP EPS of $1.22 versus GAAP EPS of $0.41 for fiscal 2021

  • Non-GAAP EPS of $3.62 versus non-GAAP EPS of $2.61 for fiscal 2021

  • Repurchased 2.63 million shares for $50.0 million in cash

Fourth Quarter Fiscal 2022 Highlights

  • Net sales of $438 million, down 6% versus the year-ago quarter

  • GAAP gross margin of 23.7%, down 150 basis points versus the year-ago quarter

  • Non-GAAP gross margin of 24.6%, down 180 basis points versus the year-ago quarter

  • GAAP EPS of $0.40 versus $0.39 in the year-ago quarter

  • Non-GAAP EPS of $0.80 versus $1.08 in the year-ago quarter

  • Repurchased 2.18 million shares for $39.8 million in cash

"SGH delivered solid operating performance in the fourth quarter of fiscal 2022, capping off a record year of revenue, gross margins, adjusted EBITDA and non-GAAP earnings per share, as we continue our transformation into a diversified and growth-oriented company," commented CEO Mark Adams. "As we enter fiscal 2023, we remain focused on execution as we manage through macroeconomic uncertainties. As evidenced by our acquisition of Stratus Technologies, we continue to invest in our future, and with multiple secular growth trends, we are positioned to drive attractive long-term returns for our shareholders."

Annual Financial Results

GAAP (1)

Non-GAAP (2)

(in millions, except per share amounts)

FY22

FY21

FY22

FY21

Net sales

$ 1,819.4

$ 1,501.1

$ 1,819.4

$ 1,501.1

Gross profit

453.2

308.4

470.7

332.6

Operating income

114.5

55.2

227.6

160.8

Net income attributable to SGH

66.6

21.3

190.2

132.2

Diluted earnings per share (3)

$ 1.22

$ 0.41

$ 3.62

$ 2.61

Quarterly Financial Results

GAAP (1)

Non-GAAP (2)

(in millions, except per share amounts)

Q4 FY22

Q3 FY22

Q4 FY21

Q4 FY22

Q3 FY22

Q4 FY21

Net sales

$ 437.7

$ 462.5

$ 467.7

$ 437.7

$ 462.5

$ 467.7

Gross profit

103.8

114.5

117.8

107.8

118.9

123.6

Operating income

27.6

35.3

31.7

46.8

54.3

66.6

Net income attributable to SGH

20.0

24.1

20.7

40.4

45.9

55.1

Diluted earnings per share (3)

$ 0.40

$ 0.44

$ 0.39

$ 0.80

$ 0.87

$ 1.08

(1)

GAAP represents U.S. Generally Accepted Accounting Principles.

(2)

Non-GAAP represents GAAP excluding the impact of certain activities. Further information regarding our use of non-GAAP measures and reconciliations between GAAP and non-GAAP measures is included within this press release.

(3)

Diluted earnings per share reflect the impact of the share dividend paid in February 2022.

Business Outlook

As of October 4, 2022, SGH is providing the following financial outlook for its first quarter of fiscal 2023:

GAAP

Outlook

Adjustments

Non-GAAP

Outlook

Net sales

$425 to $475 million

$425 to $475 million

Gross margin

24.5% to 26.5%

1%

(A)

25.5% to 27.5%

Diluted earnings per share

$0.14 +/- $0.15

$0.46

(A)(B)(C)

$0.60 +/- $0.15

Diluted shares

51 million

51 million

Non-GAAP adjustments (in millions)

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

$

4

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

11

(C) Amortization of debt discount and other costs

8

$

23

Our outlook incorporates the effects of the Company’s recent acquisition of Stratus Technologies, Inc. ("Stratus"). However, the Company has not completed its assessment of the provisional fair values of the assets and liabilities, and therefore, our GAAP outlook does not reflect the impact of any differences between the carrying values and fair values of Stratus’ assets or liabilities, including the impact of amortization of any identifiable intangible assets.

Fourth Quarter Fiscal 2022 Earnings Conference Call and Webcast Details

SGH will hold a conference call and webcast to discuss the fourth quarter and full year fiscal 2022 results and related matters at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time) on Tuesday, October 4, 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 284484. The webcast link is located on the SGH Investor Relations section of the website at https://sghcorp.com. We will also post the presentation to our website prior to the call.

Shortly after the conclusion of the conference call, a replay of the audio webcast will be available on the SGH Investor Relations website for approximately seven days.

Use of Forward-Looking Statements

This press release contains, 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: issues, delays or complications in integrating the operations 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; uncertainties in the global macroeconomic 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 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 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

Year Ended

Aug 26,
2022

May 27,
2022

Aug 27,
2021

Aug 26,
2022

Aug 27,
2021

Net sales:

Memory Solutions

$

209,849

$

265,850

$

247,282

$

975,181

$

931,818

Intelligent Platform Solutions

144,730

95,345

97,614

440,986

344,757

LED Solutions

83,118

101,345

122,812

403,185

224,567

Total net sales

437,697

462,540

467,708

1,819,352

1,501,142

Cost of sales

333,854

348,077

349,915

1,366,132

1,192,762

Gross profit

103,843

114,463

117,793

453,220

308,380

Operating expenses:

Research and development

20,607

20,298

16,740

77,356

49,274

Selling, general and administrative

55,635

58,732

53,314

220,031

171,509

Change in fair value of contingent consideration

124

16,000

41,324

32,400

Total operating expenses

76,242

79,154

86,054

338,711

253,183

Operating income

27,601

35,309

31,739

114,509

55,197

Non-operating (income) expense:

Interest expense, net

6,491

5,110

5,032

21,169

17,600

Other non-operating (income) expense

1,267

550

(1,563

)

4,837

(375

)

Total non-operating (income) expense

7,758

5,660

3,469

26,006

17,225

Income before taxes

19,843

29,649

28,270

88,503

37,972

Income tax provision (benefit)

(584

)

5,154

6,981

19,911

15,466

Net income

20,427

24,495

21,289

68,592

22,506

Net income attributable to noncontrolling interest

468

382

639

2,035

1,196

Net income attributable to SGH

$

19,959

$

24,113

$

20,650

$

66,557

$

21,310

Earnings per share:

Basic

$

0.41

$

0.48

$

0.42

$

1.35

$

0.44

Diluted

$

0.40

$

0.44

$

0.39

$

1.22

$

0.41

Shares used in per share calculations:

Basic

49,238

50,095

48,605

49,467

48,558

Diluted

50,504

54,998

52,835

54,443

51,584

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

Year Ended

Aug 26,
2022

May 27,
2022

Aug 27,
2021

Aug 26,
2022

Aug 27,
2021

GAAP gross profit

$

103,843

$

114,463

$

117,793

$

453,220

$

308,380

Share-based compensation expense

1,637

1,724

1,786

6,740

4,593

Amortization of acquisition-related intangibles

2,367

2,696

3,997

10,741

8,228

Flow-through of inventory step up

7,090

Out of period import tax expense

4,345

Non-GAAP gross profit

$

107,847

$

118,883

$

123,576

$

470,701

$

332,636

GAAP operating expenses

$

76,242

$

79,154

$

86,054

$

338,711

$

253,183

Share-based compensation expense

(8,187

)

(8,823

)

(7,224

)

(33,379

)

(29,284

)

Amortization of acquisition-related intangibles

(3,247

)

(3,247

)

(3,248

)

(12,988

)

(12,027

)

Acquisition and integration expenses

(3,620

)

(2,181

)

(543

)

(7,090

)

(5,314

)

Change in fair value of contingent consideration

(124

)

(16,000

)

(41,324

)

(32,400

)

Other

(115

)

(168

)

(2,052

)

(858

)

(2,316

)

Non-GAAP operating expenses

$

61,073

$

64,611

$

56,987

$

243,072

$

171,842

GAAP operating income

$

27,601

$

35,309

$

31,739

$

114,509

$

55,197

Share-based compensation expense

9,824

10,547

9,010

40,119

33,877

Amortization of acquisition-related intangibles

5,614

5,943

7,245

23,729

20,255

Flow-through of inventory step up

7,090

Out of period import tax expense

4,345

Acquisition and integration expenses

3,620

2,181

543

7,090

5,314

Change in fair value of contingent consideration

124

16,000

41,324

32,400

Other

115

168

2,052

858

2,316

Non-GAAP operating income

$

46,774

$

54,272

$

66,589

$

227,629

$

160,794

GAAP net income attributable to SGH

$

19,959

$

24,113

$

20,650

$

66,557

$

21,310

Share-based compensation expense

9,824

10,547

9,010

40,119

33,877

Amortization of acquisition-related intangibles

5,614

5,943

7,245

23,729

20,255

Flow-through of inventory step up

7,090

Out of period import tax expense

4,345

Acquisition and integration expenses

3,620

2,181

543

7,090

5,314

Change in fair value of contingent consideration

124

16,000

41,324

32,400

Amortization of debt discount and other costs

2,788

2,705

2,172

9,999

8,419

Loss on extinguishment of debt

653

Foreign currency (gains) losses

1,212

641

(476

)

4,728