SMART Global Holdings, Inc. ("SGH" or the "Company") (NASDAQ:SGH) today reported financial results for the first quarter of fiscal 2023. Per share measures for all periods reflect the effect of the February 2022 two-for-one share split.

First Quarter Fiscal 2023 Highlights

Net sales of $465 million, up 6.3% versus the prior quarter
GAAP gross margin of 25.4%, up 170 basis points versus the prior quarter
Non-GAAP gross margin of 27.8%, up 320 basis points versus the prior quarter
GAAP EPS of $0.10 versus $0.40 in the prior quarter
Non-GAAP EPS of $0.79 versus $0.80 in the prior quarter
Closed acquisition of Stratus Technologies on August 29, 2022

"We are pleased with our financial results for the first quarter of fiscal 2023, highlighted by record non-GAAP gross margins of 27.8%, reflecting our focus on higher quality revenue, combined with the hard work of our dedicated employees," commented CEO Mark Adams. "Looking ahead, we expect to continue to strategically invest in our business while managing our operations in a prudent manner as we navigate a challenging economic environment," concluded Adams.

Quarterly Financial Results

	GAAP ⁽¹⁾						Non-GAAP ⁽²⁾
(in millions, except per share amounts)	Q1 FY23		Q4 FY22		Q1 FY22		Q1 FY23		Q4 FY22		Q1 FY22
Net sales	$	465.5	$	437.7	$	469.9	$	465.5	$	437.7	$	469.9
Gross profit		118.4		103.8		122.2		129.2		107.8		127.0
Operating income		17.6		27.6		34.8		54.8		46.8		69.2
Net income attributable to SGH		5.0		20.0		20.0		39.5		40.4		56.3
Diluted earnings per share ⁽³⁾	$	0.10	$	0.40	$	0.37	$	0.79	$	0.80	$	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 January 3, 2023, SGH is providing the following financial outlook for its second quarter of fiscal 2023:

	GAAP Outlook	Adjustments		Non-GAAP Outlook
Net sales	$410 to $460 million	—		$410 to $460 million
Gross margin	25% to 27%	1%	(A)	26% to 28%
Diluted earnings per share	$0.13 +/- $0.15	$0.47	(A)(B)(C)(D)	$0.60 +/- $0.15
Diluted shares	50 million	—		50 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) Amortization of debt discount and other costs		7
(D) Estimated tax effects		(4	)
	$	24

First Quarter Fiscal 2023 Earnings Conference Call and Webcast Details

SGH will hold a conference call and webcast to discuss the first quarter of fiscal 2023 results and related matters today, January 3, 2023, at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time). 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 821417. 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 forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including but not limited to, statements concerning or regarding future events and the future financial performance of SGH (including the business and financial outlook for the next fiscal quarter), SGH's investment in its business and growth drivers in SGH's industries and markets.

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; uncertainties in the global macroeconomic environment; disruptions in SGH's operations or its supply chain as a result of the 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 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; 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 SGH's customers; strikes or labor disputes; deterioration in or loss of relations with any of SGH's limited number of key vendors; and the inability to maintain or expand government business. These risks, uncertainties and factors could cause SGH's actual results to differ materially from those set forth in such forward-looking statements. These and other risks, uncertainties and factors are described in greater detail under the section titled "Risk Factors" 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 are made pursuant to the Private Securities Litigation Reform Act of 1995, as amended, and 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, changes in the fair value of contingent consideration, (gains) losses from changes in currency exchange rates, amortization of debt discount and other costs, 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 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 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 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
	November 25, 2022			August 26, 2022			November 26, 2021
Net sales:
Memory Solutions	$	191,967		$	209,849		$	239,401
Intelligent Platform Solutions		210,971			144,730			118,654
LED Solutions		62,540			83,118			111,889
Total net sales		465,478			437,697			469,944
Cost of sales		347,068			333,854			347,743
Gross profit		118,410			103,843			122,201

Operating expenses:
Research and development		24,056			20,607			17,657
Selling, general and administrative		71,022			55,650			52,550
Change in fair value of contingent consideration		3,700			—			17,200
Other operating (income) expense		2,041			(15	)		—
Total operating expenses		100,819			76,242			87,407
Operating income		17,591			27,601			34,794

Non-operating (income) expense:
Interest expense, net		8,037			6,491			5,106
Other non-operating (income) expense		(660	)		1,267			1,235
Total non-operating (income) expense		7,377			7,758			6,341
Income before taxes		10,214			19,843			28,453

Income tax provision (benefit)		4,890			(584	)		7,755
Net income		5,324			20,427			20,698
Net income attributable to noncontrolling interest		332			468			671
Net income attributable to SGH	$	4,992		$	19,959		$	20,027

Earnings per share:
Basic	$	0.10		$	0.41		$	0.41
Diluted	$	0.10		$	0.40		$	0.37

Shares used in per share calculations:
Basic		48,962			49,238			49,011
Diluted		49,791			50,504			54,635

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

	Three Months Ended
	November 25, 2022			August 26, 2022			November 26, 2021
GAAP gross profit	$	118,410		$	103,843		$	122,201
Share-based compensation expense		1,708			1,637			1,731
Amortization of acquisition-related intangibles		6,466			2,367			3,096
Flow-through of inventory step up		2,599			—			—
Non-GAAP gross profit	$	129,183		$	107,847		$	127,028

GAAP gross margin		25.4	%		23.7	%		26.0	%
Effect of adjustments		2.4	%		0.9	%		1.0	%
Non-GAAP gross margin		27.8	%		24.6	%		27.0	%

GAAP operating expenses	$	100,819		$	76,242		$	87,407
Share-based compensation expense		(8,704	)		(8,187	)		(8,044	)
Amortization of acquisition-related intangibles		(4,392	)		(3,247	)		(3,247	)
Acquisition and integration expenses		(6,732	)		(3,620	)		(1,038	)
Change in fair value of contingent consideration		(3,700	)		—			(17,200	)
Restructure charge		(2,041	)		15			—
Other		(900	)		(130	)		—
Non-GAAP operating expenses	$	74,350		$	61,073		$	57,878

GAAP operating income	$	17,591		$	27,601		$	34,794
Share-based compensation expense		10,412			9,824			9,775
Amortization of acquisition-related intangibles		10,858			5,614			6,343
Flow-through of inventory step up		2,599			—			—
Acquisition and integration expenses		6,732			3,620			1,038
Change in fair value of contingent consideration		3,700			—			17,200
Restructure charge		2,041			(15	)		—
Other		900			130			—
Non-GAAP operating income	$	54,833		$	46,774		$	69,150

GAAP net income attributable to SGH	$	4,992		$	19,959		$	20,027
Share-based compensation expense		10,412			9,824			9,775
Amortization of acquisition-related intangibles		10,858			5,614			6,343
Flow-through of inventory step up		2,599			—			—
Acquisition and integration expenses		6,732			3,620			1,038
Change in fair value of contingent consideration		3,700			—			17,200
Amortization of debt discount and other costs		1,069			2,788			2,210
Foreign currency (gains) losses		242			1,212			1,467
Restructure charge		2,041			(15	)		—
Other		133			129			—
Tax effects of above, other tax adjustments and the tax effect of capitalization of R&D expense		(3,300	)		(2,696	)		(1,752	)
Non-GAAP net income attributable to SGH	$	39,478		$	40,435		$	56,308

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

	Three Months Ended
	November 25, 2022		August 26, 2022			November 26, 2021
Weighted-average shares outstanding - Diluted:
GAAP weighted-average shares outstanding		49,791		50,504			54,635
Adjustment for capped calls		—		—			(2,583	)
Non-GAAP weighted-average shares outstanding		49,791		50,504			52,052

Diluted earnings per share:
GAAP diluted earnings per share	$	0.10	$	0.40		$	0.37
Effect of adjustments		0.69		0.40			0.71
Non-GAAP diluted earnings per share	$	0.79	$	0.80		$	1.08

Net income attributable to SGH	$	4,992	$	19,959		$	20,027
Interest expense, net		8,037		6,491			5,106
Income tax provision (benefit)		4,890		(584	)		7,755
Depreciation expense and amortization of intangible assets		19,789		16,446			15,813
Share-based compensation expense		10,412		9,824			9,775
Flow-through of inventory step up		2,599		—			—
Acquisition and integration expenses		6,732		3,620			1,038
Change in fair value of contingent consideration		3,700		—			17,200
Restructure charge		2,041		(15	)		—
Other		133		129			—
Adjusted EBITDA	$	63,325	$	55,870		$	76,714

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

As of	November 25, 2022			August 26, 2022
Assets
Cash and cash equivalents	$	324,821		$	363,065
Accounts receivable, net		306,323			410,323
Inventories		416,082			323,084
Other current assets		74,685			55,393
Total current assets		1,121,911			1,151,865
Property and equipment, net		165,033			153,935
Operating lease right-of-use assets		83,018			77,399
Intangible assets, net		193,337			77,812
Goodwill		199,691			74,009
Other noncurrent assets		44,670			37,044
Total assets	$	1,807,660		$	1,572,064

Liabilities and Equity
Accounts payable and accrued expenses	$	389,151		$	413,354
Current debt		28,435			12,025
Acquisition-related contingent consideration		24,500			—
Other current liabilities		109,721			90,161
Total current liabilities		551,807			515,540
Long-term debt		796,985			591,389
Noncurrent operating lease liabilities		76,950			71,754
Other noncurrent liabilities		22,531			14,835
Total liabilities		1,448,273			1,193,518

Commitments and contingencies

SMART Global Holdings shareholders' equity:
Ordinary shares		1,618			1,586
Additional paid-in capital		411,612			448,112
Retained earnings		274,975			251,344
Treasury shares		(112,435	)		(107,776	)
Accumulated other comprehensive income (loss)		(223,650	)		(221,655	)
Total SGH shareholders' equity		352,120			371,611
Noncontrolling interest in subsidiary		7,267			6,935
Total equity		359,387			378,546
Total liabilities and equity	$	1,807,660		$	1,572,064

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

	Three Months Ended
	November 25, 2022			August 26, 2022			November 26, 2021
Cash flows from operating activities:
Net income	$	5,324		$	20,427		$	20,698
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation expense and amortization of intangible assets		19,789			16,446			15,813
Amortization of debt discount and issuance costs		1,069			2,787			2,332
Share-based compensation expense		10,412			9,824			9,775
Change in fair value of contingent consideration		3,700			—			17,200
Other		(448	)		55			(192	)
Changes in operating assets and liabilities:
Accounts receivable		129,695			(56,019	)		(36,053	)
Inventories		(82,882	)		39,783			39,640
Other assets		(5,199	)		(3,423	)		1,616
Accounts payable and accrued expenses and other liabilities		(83,030	)		(7,564	)		(55,892	)
Payment of acquisition-related contingent consideration		(73,724	)		—			—
Deferred income taxes, net		1,309			(1,410	)		209
Net cash provided by (used for) operating activities		(73,985	)		20,906			15,146

Cash flows from investing activities:
Capital expenditures and deposits on equipment		(11,649	)		(8,855	)		(12,766	)
Acquisition of business, net of cash acquired		(210,273	)		—			—
Other		(1,721	)		(71	)		(611	)
Net cash used for investing activities		(223,643	)		(8,926	)		(13,377	)

Cash flows from financing activities:
Proceeds from debt		295,287			7,882			—
Proceeds from issuance of ordinary shares		3,942			291			5,029
Proceeds from borrowing under line of credit		—			—			60,000
Payment of acquisition-related contingent consideration		(28,100	)		—			—
Payments to acquire ordinary shares		(4,659	)		(40,431	)		(2,666	)
Repayments of debt		(4,489	)		(2,073	)		—
Repayments of borrowings under line of credit		—			—			(50,000	)
Other		(2	)		—			—
Net cash provided by (used for) financing activities		261,979			(34,331	)		12,363

Effect of changes in currency exchange rates on cash, cash equivalents and restricted cash		205			(1,910	)		(4,068	)
Net increase (decrease) in cash, cash equivalents and restricted cash		(35,444	)		(24,261	)		10,064
Cash, cash equivalents and restricted cash at beginning of period		363,065			387,326			222,986
Cash, cash equivalents and restricted cash at end of period	$	327,621		$	363,065		$	233,050

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SGH Reports First Quarter Fiscal 2023 Financial Results