Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 12, 2023

SMART GLOBAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Commission File Number 001-38102


Cayman Islands			98-1013909
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)


c/o Walkers Corporate Limited
190 Elgin Avenue
George Town, Grand Cayman
Cayman Islands			KY1-9008
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s Telephone Number, Including Area Code: (510) 623-1231

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, $0.03 par value per share	SGH	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On October 12, 2023, SMART Global Holdings, Inc. (the “Company”) issued a press release and will hold a conference call announcing its financial results for the fourth quarter and full year fiscal 2023. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (“Form 8-K”) and is incorporated herein by reference.

The Company refers to non-GAAP financial information in both the press release and on the conference call. A reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures is contained in the attached press release.

The information furnished pursuant to Item 2.02 of this Form 8-K, including the information contained in Exhibit 99.1 of this Form 8-K, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.


Exhibit No.			Description
99.1			Press release titled “SGH Reports F ourth Quarter an d Full Year Fiscal 2023 Financial Results” issued by SMART Global Holdings, Inc. on Octo ber 1 2 , 2023
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: October 12, 2023	SMART Global Holdings, Inc.
	By:	/s/ Ken Rizvi
		Senior Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit 99.1

Press Release

FOR IMMEDIATE RELEASE

SGH REPORTS FOURTH QUARTER AND

FULL YEAR FISCAL 2023 FINANCIAL RESULTS

Record GAAP and Non-GAAP Gross Margins for FY2023

Milpitas, Calif. – October 12, 2023 – SMART Global Holdings, Inc. (“SGH” or the “Company”) (NASDAQ: SGH) today reported financial results for the fourth quarter and full year fiscal 2023.

On June 13, 2023, we entered into an agreement to sell an 81% interest in our SMART Brazil operations. The transaction is expected to close at the end of calendar 2023 or early 2024, subject to required regulatory approvals and satisfaction of customary closing conditions. Accordingly, our SMART Brazil operations are classified as discontinued operations in the accompanying financial statements for all periods presented.

The following discussion relates to our continuing operations, which exclude SMART Brazil.

Fiscal 2023 Highlights for Continuing Operations

•Net sales of $1.44 billion, up 3.3% versus fiscal year 2022

•Record GAAP gross margin of 28.8%, up 80 basis points versus fiscal year 2022

•Record Non-GAAP gross margin of 31.7%, up 250 basis points versus fiscal year 2022

•GAAP EPS of $0.15 versus $0.41 in fiscal year 2022

•Non-GAAP EPS of $2.52 versus $2.65 in fiscal year 2022

Fourth Quarter Fiscal 2023 Highlights for Continuing Operations

•Net sales of $316.7 million, down 12.6% versus the year-ago quarter

•GAAP gross margin of 28.9%, up 290 basis points versus the year-ago quarter

•Non-GAAP gross margin of 31.7%, up 460 basis points versus the year-ago quarter

•GAAP EPS of $1.17 versus $0.18 in the year-ago quarter

•Non-GAAP EPS of $0.35 versus $0.63 in the year-ago quarter

“Throughout fiscal 2023 the team has made significant progress in our transformational journey towards becoming an enterprise solutions company focused on higher quality revenue and improving gross margins. In the fourth quarter, in what remains a challenging global economic environment, non-GAAP gross margin increased to 31.7%, an improvement of 460 basis points from the same period last year, and non-GAAP earnings were $0.35 per share. In addition, we exited the fourth quarter with a strong balance sheet, including cash, cash equivalents and short term investments of $391 million,” commented the Company’s CEO Mark Adams.

Annual Financial Results of Continuing Operations


	GAAP (1)						Non-GAAP (2)
(in thousands, except per share amounts)	FY23		FY22		FY21		FY23		FY22		FY21
Net sales:
Memory Solutions	$	443,264	$	551,705	$	486,205	$	443,264	$	551,705	$	486,205
Intelligent Platform Solutions	749,708		440,986		344,757		749,708		440,986		344,757
LED Solutions	248,278		403,185		224,567		248,278		403,185		224,567
Total net sales	$	1,441,250	$	1,395,876	$	1,055,529	$	1,441,250	$	1,395,876	$	1,055,529

Gross profit	$	415,171	$	391,045	$	237,973	$	456,578	$	408,082	$	257,162
Operating income (loss)	8,745		67,176		(15,706)		179,794		177,461		83,484
Net income (loss) attributable to SGH	7,858		22,372		(43,150)		127,681		139,287		62,122
Diluted earnings (loss) per share	$	0.15	$	0.41	$	(0.89)	$	2.52	$	2.65	$	1.23

Quarterly Financial Results of Continuing Operations


	GAAP (1)						Non-GAAP (2)
(in thousands, except per share amounts)	Q4 FY23		Q3 FY23		Q4 FY22		Q4 FY23		Q3 FY23		Q4 FY22
Net sales:
Memory Solutions	$	105,181	$	109,458	$	134,611	$	105,181	$	109,458	$	134,611
Intelligent Platform Solutions	145,432		170,854		144,730		145,432		170,854		144,730
LED Solutions	66,045		64,106		83,118		66,045		64,106		83,118
Total net sales	$	316,658	$	344,418	$	362,459	$	316,658	$	344,418	$	362,459

Gross profit	$	91,585	$	100,480	$	94,420	$	100,300	$	108,990	$	98,356
Operating income (loss)	(1,639)		(2,386)		23,060		30,295		42,327		41,866
Net income (loss) attributable to SGH	64,841		(19,648)		8,862		18,406		28,731		31,610
Diluted earnings (loss) per share	$	1.17	$	(0.40)	$	0.18	$	0.35	$	0.57	$	0.63

(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 October 12, 2023, SGH is providing the following financial outlook for its continuing operations for the first quarter of fiscal 2024:

GAAP

Outlook

Adjustments

Non-GAAP

Outlook

Net sales

$275 million +/- $25 million

—

$275 million +/- $25 million

Gross margin

28.5% +/- 1%

(A)

31.5% +/- 1%

Operating expenses

$82 million +/- $1 million

($15) million

(B)(C)

$67 million +/- $1 million

Diluted earnings (loss) per share

$(0.16) +/- $0.15

$0.31

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

$0.15 +/- $0.15

Diluted shares

55.6 million

(1.6) million

54 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	2
(D) Estimated income tax effects	(6)
	$	17

Fourth Quarter Fiscal 2023 Earnings Conference Call and Webcast Details

SGH will hold a conference call and webcast to discuss the fourth quarter and full year fiscal 2023 results and related matters today, October 12, 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 759938. 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 sale of the Company’s SMART Brazil operations and expected closing timeline; 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 unpredictable nature of the COVID-19 pandemic; disruptions in SGH’s operations or supply chain as a result of the downstream effects 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; the proposed divestiture of SMART Brazil, the failure to execute on the separation and transition of SMART Brazil and its business, the failure to satisfy all conditions to complete the proposed divestiture within the expected timeframe, and the failure to achieve the intended benefits of the sale of SMART Brazil and its business; 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; SGH’s dependence on a select number of customers and timing and volume of customer orders; 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; reversal of the valuation allowance for a significant portion of our deferred tax assets, including any potential inability to realize these assets in the future; 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, we design and develop high-performance, high-availability, enterprise solutions that help our customers solve for the future. Across our computing, memory, and LED lines of business, we focus on serving our customers by providing deep technical knowledge and expertise, custom design engineering, build-to-order flexibility, and a commitment to best-in-class quality.

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						Year Ended
	August 25, 2023		May 26, 2023		August 26, 2022		August 25, 2023		August 26, 2022		August 27, 2021
Net sales:
Memory Solutions	$	105,181	$	109,458	$	134,611	$	443,264	$	551,705	$	486,205
Intelligent Platform Solutions	145,432		170,854		144,730		749,708		440,986		344,757
LED Solutions	66,045		64,106		83,118		248,278		403,185		224,567
Total net sales	316,658		344,418		362,459		1,441,250		1,395,876		1,055,529
Cost of sales	225,073		243,938		268,039		1,026,079		1,004,831		817,556
Gross profit	91,585		100,480		94,420		415,171		391,045		237,973

Operating expenses:
Research and development	20,883		20,338		19,160		90,565		77,472		59,933
Selling, general and administrative	65,026		67,914		52,215		260,722		204,839		158,174
Impairment of goodwill	1,534		—		—		19,092		—		—
Change in fair value of contingent consideration	4,100		14,800		—		29,000		41,324		32,400
Other operating (income) expense	1,681		(186)		(15)		7,047		234		3,172
Total operating expenses	93,224		102,866		71,360		406,426		323,869		253,679
Operating income (loss)	(1,639)		(2,386)		23,060		8,745		67,176		(15,706)

Non-operating (income) expense:
Interest expense, net	9,183		9,314		7,485		36,421		24,345		17,141
Other non-operating (income) expense	(462)		354		170		11,837		350		(582)
Total non-operating (income) expense	8,721		9,668		7,655		48,258		24,695		16,559
Income (loss) before taxes	(10,360)		(12,054)		15,405		(39,513)		42,481		(32,265)

Income tax provision (benefit)	(75,890)		7,216		6,075		(49,203)		18,074		9,689
Net income (loss) from continuing operations	65,530		(19,270)		9,330		9,690		24,407		(41,954)
Net income (loss) from discontinued operations, net of tax	(205,685)		(4,807)		11,097		(195,384)		44,185		64,460
Net income (loss)	(140,155)		(24,077)		20,427		(185,694)		68,592		22,506
Net income attributable to noncontrolling interest	689		378		468		1,832		2,035		1,196
Net income (loss) attributable to SGH	$	(140,844)	$	(24,455)	$	19,959	$	(187,526)	$	66,557	$	21,310

Basic earnings (loss) per share:
Continuing operations	$	1.28	$	(0.40)	$	0.18	$	0.16	$	0.45	$	(0.89)
Discontinued operations	(4.05)		(0.10)		0.23		(3.94)		0.90		1.33
	$	(2.77)	$	(0.50)	$	0.41	$	(3.78)	$	1.35	$	0.44

Diluted earnings (loss) per share:
Continuing operations	$	1.17	$	(0.40)	$	0.18	$	0.15	$	0.41	$	(0.89)
Discontinued operations	(3.71)		(0.10)		0.22		(3.80)		0.81		1.33
	$	(2.54)	$	(0.50)	$	0.40	$	(3.65)	$	1.22	$	0.44

Shares used in per share calculations:
Basic	50,807		49,380		49,238		49,566		49,467		48,558
Diluted	55,523		49,380		50,504		51,322		54,443		48,558

SMART Global Holdings, Inc.

Reconciliation of GAAP to Non-GAAP Measures

(In thousands)

(Unaudited)


	Three Months Ended									Year Ended
	August 25, 2023			May 26, 2023			August 26, 2022			August 25, 2023			August 26, 2022			August 27, 2021
GAAP gross profit	$	91,585		$	100,480		$	94,420		$	415,171		$	391,045		$	237,973
Share-based compensation expense	1,789			1,595			1,569			6,334			6,296			3,871
Amortization of acquisition-related intangibles	5,876			6,704			2,367			25,661			10,741			8,228
Flow-through of inventory step up	—			—			—			2,599			—			7,090
Cost of sales-related restructure	1,050			211			—			6,813			—			—
Non-GAAP gross profit	$	100,300		$	108,990		$	98,356		$	456,578		$	408,082		$	257,162

GAAP gross margin	28.9		%	29.2		%	26.0		%	28.8		%	28.0		%	22.5		%
Effect of adjustments	2.8		%	2.4		%	1.1		%	2.9		%	1.2		%	1.9		%
Non-GAAP gross margin	31.7		%	31.6		%	27.1		%	31.7		%	29.2		%	24.4		%

GAAP operating expenses	$	93,224		$	102,866		$	71,360		$	406,426		$	323,869		$	253,679
Share-based compensation expense	(7,785)			(8,047)			(7,890)			(32,894)			(30,988)			(27,090)
Amortization of acquisition-related intangibles	(5,443)			(4,905)			(3,247)			(18,940)			(12,988)			(12,027)
Acquisition and integration expenses	(2,676)			(8,637)			(3,620)			(20,869)			(7,090)			(5,314)
Impairment of goodwill	(1,534)			—			—			(19,092)			—			—
Change in fair value of contingent consideration	(4,100)			(14,800)			—			(29,000)			(41,324)			(32,400)
Restructure charge	(1,681)			186			15			(7,047)			(234)			(3,172)
Other	—			—			(128)			(1,800)			(624)			2
Non-GAAP operating expenses	$	70,005		$	66,663		$	56,490		$	276,784		$	230,621		$	173,678

GAAP operating income (loss)	$	(1,639)		$	(2,386)		$	23,060		$	8,745		$	67,176		$	(15,706)
Share-based compensation expense	9,574			9,642			9,459			39,228			37,284			30,961
Amortization of acquisition-related intangibles	11,319			11,609			5,614			44,601			23,729			20,255
Flow-through of inventory step up	—			—			—			2,599			—			7,090
Cost of sales-related restructure	1,050			211			—			6,813			—			—
Acquisition and integration expenses	2,676			8,637			3,620			20,869			7,090			5,314
Impairment of goodwill	1,534			—			—			19,092			—			—
Change in fair value of contingent consideration	4,100			14,800			—			29,000			41,324			32,400
Restructure charge	1,681			(186)			(15)			7,047			234			3,172
Other	—			—			128			1,800			624			(2)
Non-GAAP operating income	$	30,295		$	42,327		$	41,866		$	179,794		$	177,461		$	83,484

SMART Global Holdings, Inc.

Reconciliation of GAAP to Non-GAAP Measures

(In thousands, except per share amounts)

(Unaudited)


	Three Months Ended						Year Ended
	August 25, 2023		May 26, 2023		August 26, 2022		August 25, 2023		August 26, 2022		August 27, 2021
GAAP net income (loss) attributable to SGH	$	64,841	$	(19,648)	$	8,862	$	7,858	$	22,372	$	(43,150)
Share-based compensation expense	9,574		9,642		9,459		39,228		37,284		30,961
Amortization of acquisition-related intangibles	11,319		11,609		5,614		44,601		23,729		20,255
Flow-through of inventory step up	—		—		—		2,599		—		7,090
Cost of sales-related restructure	1,050		211		—		6,813		—		—
Acquisition and integration expenses	2,676		8,637		3,620		20,869		7,090		5,314
Impairment of goodwill	1,534		—		—		19,092		—		—
Change in fair value of contingent consideration	4,100		14,800		—		29,000		41,324		32,400
Restructure charge	1,681		(186)		(15)		7,047		234		3,172
Amortization of debt discount and other costs	1,010		937		2,788		4,064		9,999		8,419
Loss on extinguishment of debt	—		—		—		15,924		653		—
Foreign currency (gains) losses	(276)		410		97		(221)		9		389
Other	—		—		128		1,800		624		(1,004)
Income tax effects	(79,103)		2,319		1,057		(70,993)		(4,031)		(1,724)
Non-GAAP net income attributable to SGH	$	18,406	$	28,731	$	31,610	$	127,681	$	139,287	$	62,122

Weighted-average shares outstanding - Diluted:
GAAP weighted-average shares outstanding	55,523		49,380		50,504		51,322		54,443		48,558
Adjustment for dilutive securities and capped calls	(2,233)		754		—		(558)		(1,851)		2,129
Non-GAAP weighted-average shares outstanding	53,290		50,134		50,504		50,764		52,592		50,687

Diluted earnings (loss) per share from continuing operations:
GAAP diluted earnings (loss) per share	$	1.17	$	(0.40)	$	0.18	$	0.15	$	0.41	$	(0.89)
Effect of adjustments	(0.82)		0.97		0.45		2.37		2.24		2.12
Non-GAAP diluted earnings per share	$	0.35	$	0.57	$	0.63	$	2.52	$	2.65	$	1.23

Net income (loss) attributable to SGH	$	64,841	$	(19,648)	$	8,862	$	7,858	$	22,372	$	(43,150)
Interest expense, net	9,183		9,314		7,485		36,421		24,345		17,141
Income tax provision (benefit)	(75,890)		7,216		6,075		(49,203)		18,074		9,689
Depreciation expense and amortization of intangible assets	18,830		18,554		11,646		71,632		46,665		34,937
Share-based compensation expense	9,574		9,642		9,459		39,228		37,284		30,961
Flow-through of inventory step up	—		—		—		2,599		—		7,090
Cost of sales-related restructure	1,050		211		—		6,813		—		—
Acquisition and integration expenses	2,676		8,637		3,620		20,869		7,090		5,314
Impairment of goodwill	1,534		—		—		19,092		—		—
Change in fair value of contingent consideration	4,100		14,800		—		29,000		41,324		32,400
Restructure charge	1,681		(186)		(15)		7,047		234		3,172
Loss on extinguishment of debt	—		—		—		15,924		653		—
Other	—		—		128		1,800		624		(1,004)
Adjusted EBITDA	$	37,579	$	48,540	$	47,260	$	209,080	$	198,665	$	96,550

SMART Global Holdings, Inc.

Consolidated Balance Sheets

(In thousands)

(Unaudited)


As of	August 25, 2023		August 26, 2022
Assets
Cash and cash equivalents	$	365,563	$	313,328
Short-term investments	25,251		—
Accounts receivable, net	219,247		355,002
Inventories	174,977		263,768
Other current assets	51,790		33,486
Current assets from discontinued operations	70,574		186,281
Total current assets	907,402		1,151,865
Property and equipment, net	118,734		96,708
Operating lease right-of-use assets	68,444		71,823
Intangible assets, net	160,185		77,812
Goodwill	161,958		55,121
Deferred tax assets	74,085		4,576
Other noncurrent assets	15,150		15,014
Noncurrent assets from discontinued operations	—		99,145
Total assets	$	1,505,958	$	1,572,064

Liabilities and Equity
Accounts payable and accrued expenses	$	182,035	$	354,098
Current debt	35,618		8,469
Deferred revenue	48,096		30,780
Other current liabilities	32,731		57,880
Acquisition-related contingent consideration	50,000		—
Current liabilities from discontinued operations	77,770		64,313
Total current liabilities	426,250		515,540
Long-term debt	754,820		575,682
Noncurrent operating lease liabilities	66,407		66,990
Other noncurrent liabilities	29,248		14,835
Noncurrent liabilities from discontinued operations	—		20,471
Total liabilities	1,276,725		1,193,518

Commitments and contingencies

SMART Global Holdings shareholders’ equity:
Ordinary shares	1,726		1,586
Additional paid-in capital	476,703		448,112
Retained earnings	82,457		251,344
Treasury shares	(132,447)		(107,776)
Accumulated other comprehensive income (loss)	(205,964)		(221,655)
Total SGH shareholders’ equity	222,475		371,611
Noncontrolling interest in subsidiary	6,758		6,935
Total equity	229,233		378,546
Total liabilities and equity	$	1,505,958	$	1,572,064

SMART Global Holdings, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)


	Three Months Ended						Year Ended
	August 25, 2023		May 26, 2023		August 26, 2022		August 25, 2023		August 26, 2022		August 27, 2021
Cash flows from operating activities
Net income (loss)	$	(140,155)	$	(24,077)	$	20,427	$	(185,694)	$	68,592	$	22,506
Net income (loss) from discontinued operations	(205,685)		(4,807)		11,097		(195,384)		44,185		64,460
Net income (loss) from continuing operations	65,530		(19,270)		9,330		9,690		24,407		(41,954)
Adjustments to reconcile net income (loss) from continuing operations to cash provided by operating activities
Depreciation expense and amortization of intangible assets	18,830		18,554		11,646		71,632		46,665		34,937
Amortization of debt discount and issuance costs	1,010		937		2,787		4,064		10,263		8,798
Share-based compensation expense	9,574		9,642		9,459		39,228		37,284		30,961
Impairment of goodwill	1,534		—		—		19,092		—		—
Change in fair value of contingent consideration	4,100		14,800		—		29,000		41,324		32,400
Loss on extinguishment of debt	—		—		—		15,924		653		—
Deferred income taxes, net	(65,228)		(5)		(9)		(63,603)		(20)		(1,982)
Other	701		(809)		51		4,008		582		(598)
Changes in operating assets and liabilities:
Accounts receivable	3,007		(12,525)		(59,249)		162,515		(97,801)		(47,773)
Inventories	28,564		56,413		55,411		95,217		30,733		(99,906)
Other assets	(290)		16,950		(5,926)		6,767		(10,321)		15,415
Accounts payable and accrued expenses and other liabilities	(29,776)		(51,612)		(15,368)		(256,133)		(44,907)		192,542
Payment of acquisition-related contingent consideration	—		—		—		(73,724)		—		—
Net cash provided by operating activities from continuing operations	37,556		33,075		8,132		63,677		38,862		122,840
Net cash provided by (used for) operating activities from discontinued operations	(757)		7,963		12,774		40,710		66,069		30,510
Net cash provided by operating activities	36,799		41,038		20,906		104,387		104,931		153,350

Cash flows from investing activities
Capital expenditures and deposits on equipment	(7,747)		(11,984)		(5,858)		(39,421)		(20,359)		(16,669)
Acquisition of business, net of cash acquired	—		—		—		(213,073)		—		(35,677)
Purchases of held-to-maturity investment securities	(25,015)		—		—		(25,015)		—		—
Other	(4,345)		431		(71)		(3,675)		(875)		(1,121)
Net cash used for investing activities from continuing operations	(37,107)		(11,553)		(5,929)		(281,184)		(21,234)		(53,467)
Net cash used for investing activities from discontinued operations	(11,640)		(1,273)		(2,997)		(17,385)		(17,736)		(30,711)
Net cash used for investing activities	$	(48,747)	$	(12,826)	$	(8,926)	$	(298,569)	$	(38,970)	$	(84,178)

SMART Global Holdings, Inc.

Consolidated Statements of Cash Flows, Continued

(In thousands)

(Unaudited)


	Three Months Ended						Year Ended
	August 25, 2023		May 26, 2023		August 26, 2022		August 25, 2023		August 26, 2022		August 27, 2021
Cash flows from financing activities
Proceeds from debt	$	—	$	—	$	—	$	295,287	$	270,775	$	—
Proceeds from issuance of ordinary shares	34,615		4,180		291		43,045		12,140		14,923
Proceeds from borrowing under line of credit	—		—		—		—		84,000		172,500

Payment of acquisition-related contingent consideration	—		—		—		(28,100)		—		—
Payments to acquire ordinary shares	(7,788)		(660)		(40,431)		(24,671)		(57,231)		(48,513)
Repayments of debt	(7,212)		(7,211)		(1,719)		(21,634)		(126,719)		—
Payment of premium in connection with convertible note exchange	—		—		—		(14,141)		—		—
Net cash paid for settlement and purchase of Capped Calls	—		—		—		(4,304)		—		—
Distribution to noncontrolling interest	—		—		—		(2,009)		(3,773)		—
Repayments of borrowings under line of credit	—		—		—		—		(109,000)		(147,500)
Other	(487)		(688)		(1,242)		(6,252)		(9,547)		(6,138)
Net cash provided by (used for) financing activities from continuing operations	19,128		(4,379)		(43,101)		237,221		60,645		(14,728)
Net cash provided by (used for) financing activities from discontinued operations	(426)		(255)		8,770		(805)		13,234		17,577
Net cash provided by (used for) financing activities	18,702		(4,634)		(34,331)		236,416		73,879		2,849

Effect of changes in currency exchange rates	2,035		813		(1,910)		4,765		239		154
Net increase (decrease) in cash and cash equivalents	8,789		24,391		(24,261)		46,999		140,079		72,175
Cash and cash equivalents at beginning of period	401,275		376,884		387,326		363,065		222,986		150,811
Cash and cash equivalents at end of period	$	410,064	$	401,275	$	363,065	$	410,064	$	363,065	$	222,986


Investor Contact:			PR Contact:
Suzanne Schmidt			Valerie Sassani
Investor Relations			VP of Marketing and Communications
+1-510-360-8596			+1-510-941-8921
ir@sghcorp.com			pr@sghcorp.com

Cover	Oct. 12, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 12, 2023
Entity Registrant Name	SMART GLOBAL HOLDINGS, INC.
Entity File Number	001-38102
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1013909
Entity Address, Address Line One	c/o Walkers Corporate Limited
Entity Address, Address Line Two	190 Elgin Avenue
Entity Address, City or Town	George Town, Grand Cayman
Entity Address, Country	KY
Entity Address, Postal Zip Code	KY1-9008
City Area Code	510
Local Phone Number	623-1231
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary shares, $0.03 par value per share
Trading Symbol	SGH
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001616533
Amendment Flag	false