Financial Performance - SGH's Q2 FY22 revenue reached $449 million, a 48% increase year-over-year[10,20] - Non-GAAP EPS increased significantly to $0.87, up 98% year-over-year[10,20] - GAAP gross margin was 25%, an increase of approximately 750 basis points year-over-year[10] - Non-GAAP gross margin was 26%, an increase of approximately 660 basis points year-over-year[10,20] - Intelligent Platform Solutions YTD FY22 revenue was $201 million, up 33% compared to the previous year[12] - Memory Solutions Q2 FY22 revenue was $260 million, a 9% increase compared to Q1 FY22 and a 19% increase compared to Q2 FY21[16] - LED Solutions Q2 FY22 revenue was $107 million, with product revenues up approximately 5% compared to the previous year's quarter[14] - Q3 FY22 revenue is projected to be between $435 million and $475 million[33] - Q3 FY22 Non-GAAP diluted EPS is expected to be $0.75 ± $0.08[33] Balance Sheet - Working capital increased from $344.1 million in Q1 FY22 to $385.9 million in Q2 FY22[29] - Cash and equivalents increased from $233.1 million in Q1 FY22 to $365.8 million in Q2 FY22[29] Share Repurchase - SGH announced a $75 million share repurchase authorization[10]

SMART Global Holdings, Inc. (NASDAQ:SGH) Q2 2022 Earnings Conference Call April 5, 2022 4:30 PM ET Company Participants Suzanne Schmidt - Head of Investor Relations Mark Adams - President & Chief Executive Officer Ken Rizvi - Senior Vice President & Chief Financial Officer Jack Pacheco - Chief Operating Officer Conference Call Participants Brian Chin - Stifel Tom O'Malley - Barclays Kevin Cassidy - Rosenblatt Securities Sidney Ho - Deutsche Bank Raji Gill - Needham & Company Operator Ladies and gentlemen, ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 25, 2022 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38102 SMART GLOBAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Cayman Islands 98-1013909 (St ...

Financial Data and Key Metrics Changes - The company reported record quarterly revenue of $470 million, representing a 61% increase year-over-year and a slight increase from the previous quarter [6][18] - Non-GAAP gross margin reached a record 27%, up from 26.4% in the prior quarter and 18.6% in the same quarter last year [18][22] - Non-GAAP diluted earnings per share was $2.16, equal to the record set in the prior quarter and up 177% from $0.78 in the year-ago quarter [24] Business Line Data and Key Metrics Changes - Intelligent Platform Solutions (IPS) revenue was approximately $119 million, up 80% year-over-year and more than 20% compared to the prior quarter [7][19] - LED Solutions Group revenues were $112 million, consistent with expectations and significantly higher than the same quarter last year [10][19] - Memory Solutions Group revenues grew by 6% to $239 million, with an adjusted growth of approximately 20% when accounting for revenue recognition changes [12][21] Market Data and Key Metrics Changes - The breakdown of net sales by end markets for Q1 2022 included: mobile and PCs (21%), network and telecom (10%), servers and storage (12%), AI and data analytics (15%), advanced lighting (24%), and industrial/defense/other (18%) [24] Company Strategy and Development Direction - The company aims to enhance capabilities to service customers via cloud solutions, exemplified by the launch of the GovPOD HPC/AI Cloud Solution [9] - The transition to a fab-lite structure in the LED Solutions Group is expected to improve cost competitiveness [10] - The company is focused on operational excellence, growth, and diversification across all business lines [16] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's strong start to fiscal 2022 despite challenges from the COVID pandemic and supply chain shortages [6][7] - The company anticipates a sequential decline in LED Solutions revenue due to seasonality but expects continued growth in the back half of the fiscal year [20][62] - Management highlighted the importance of navigating supply chain constraints while maintaining a positive outlook for growth in IPS and Memory Solutions [50][51] Other Important Information - The Board approved a 2-for-1 share split to improve liquidity and broaden the shareholder base [15][27] - The company is working with the Brazilian government to potentially extend R&D tax credits that are set to expire [45][46] Q&A Session Summary Question: Performance of IPS business and government awards - Management clarified that the $68 million government awards are expected to impact future quarters, with current growth driven by existing and new customer engagements [36][37] Question: SSD business ramp-up opportunity - Management estimated the SSD business could ramp to a quarterly run rate of approximately $10 million by Q4, with potential annual revenues of $40 million to $45 million [38][40] Question: Financial credits in Brazil and operating expenses - Management indicated ongoing discussions with the government regarding the extension of R&D tax credits, which could impact future operating expenses [44][45] Question: Seasonality in IPS business - Management acknowledged variability in IPS revenue and expressed optimism for continued growth in the second half of the fiscal year [62] Question: Competitive landscape for GovPOD - Management described GovPOD as an extension of existing government partnerships, with potential for both public and private sector applications [80][81]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 26, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-38102 SMART GLOBAL HOLDINGS, INC. (Exact name of registrant as specified in its charter) Cayman Islands 98-1013909 (State or Other Juris ...

Part I [Business](index=4&type=section&id=Item%201.%20Business) SGH operates as a diversified company with three business segments: Memory Solutions, Intelligent Platform Solutions (IPS), and the newly formed LED Solutions, following the acquisition of Cree's LED business in March 2021 - The company is organized into three lines of business: Memory Solutions, Intelligent Platform Solutions ("IPS"), and LED Solutions, following the acquisition of Cree LED in 2021[18](index=18&type=chunk) - In March 2021, SGH completed the acquisition of the LED business from Cree, Inc. (now Wolfspeed, Inc.) for **$72.4 million** in cash, a **$125 million** promissory note, and a potential earn-out payment of up to **$125 million**[21](index=21&type=chunk) Net Sales by Business Unit (Fiscal Years 2019-2021) | Business Unit | 2021 Net Sales | 2020 Net Sales | 2019 Net Sales | | :--- | :--- | :--- | :--- | | Memory Solutions | $931.8 million | $857.2 million | $995.4 million | | Intelligent Platform Solutions | $344.8 million | $265.1 million | $216.6 million | | LED Solutions | $224.6 million | N/A | N/A | - The company's top ten end customers accounted for **65% of total net sales in fiscal 2021**[48](index=48&type=chunk) - SGH benefits from Brazilian government incentive programs, which reduced operating expenses by **$30.0 million in 2021**, with these financial credits currently set to expire in January 2022[75](index=75&type=chunk) [Risk Factors](index=15&type=section&id=Item%201A.%20Risk%20Factors) The company identifies significant risks that could adversely affect its business, including the ongoing impacts of the COVID-19 pandemic on supply chains and demand, dependency on a small number of key customers and suppliers, and the cyclical nature of its markets, alongside challenges in integrating the newly acquired LED business and exposure to international political and economic conditions, particularly in Brazil - The COVID-19 pandemic has caused reduced sales volumes, disrupted product development, and created significant supply shortages which may impact manufacturing and increase material costs[88](index=88&type=chunk)[89](index=89&type=chunk) - A material weakness in internal control over financial reporting related to the accounting for import taxes was identified and has been remediated[92](index=92&type=chunk)[93](index=93&type=chunk) - The company has significant customer concentration, with the ten largest end customers accounting for **65% of net sales in 2021**, where the loss of a key customer could seriously harm the business[101](index=101&type=chunk) - SGH depends on a small number of sole or limited source suppliers, with purchases from four key suppliers totaling **$1.3 billion in 2021**, where a disruption in these relationships could materially affect operations[113](index=113&type=chunk) - A significant portion of sales (**30% in 2021**) is concentrated in Brazil, making the company susceptible to local economic conditions and changes to government incentive programs for local manufacturing[154](index=154&type=chunk)[156](index=156&type=chunk) [Unresolved Staff Comments](index=44&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports that it has no unresolved staff comments from the SEC - None[205](index=205&type=chunk) [Properties](index=44&type=section&id=Item%202.%20Properties) SGH's principal facilities are located globally, with major manufacturing, R&D, and sales operations in Atibaia and Manaus, Brazil; Newark and Fremont, California; Penang, Malaysia; and Huizhou, China Principal Facilities Summary | Location | Primary Use | Ownership | | :--- | :--- | :--- | | Atibaia, Brazil | Manufacturing, R&D, Sales | Leased | | Fremont, CA | Manufacturing, R&D, Sales | Leased | | Huizhou, China | Manufacturing, R&D, Procurement | Owned Building, Leased Land | | Newark, CA | Manufacturing, R&D, Sales, Supply Chain | Leased | | Penang, Malaysia | Manufacturing, R&D, Sales, Supply Chain | Owned Building, Leased Land | [Legal Proceedings](index=45&type=section&id=Item%203.%20Legal%20Proceedings) The company refers to discussions of legal proceedings within Item 1A (Risk Factors) and Note on Commitments and Contingencies in the financial statements - For a discussion of legal proceedings, see "Item 1A. Risk Factors" and "PART II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Commitments and Contingencies"[209](index=209&type=chunk) [Mine Safety Disclosures](index=45&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[209](index=209&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=46&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) SGH's ordinary shares trade on the Nasdaq Global Select Market under the symbol "SGH", and the company does not currently pay cash dividends, intending to retain future earnings for business growth, while also repurchasing 1.1 million shares for $44.3 million in January 2021 - The company's ordinary shares are listed on the Nasdaq Global Select Market under the trading symbol "**SGH**"[211](index=211&type=chunk) - SGH has not paid cash dividends and does not intend to in the foreseeable future, retaining earnings to finance growth[212](index=212&type=chunk) - On January 7, 2021, the company repurchased **1,100,000 ordinary shares** from affiliates of Silver Lake Partners for an aggregate consideration of **$44.3 million**[213](index=213&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=48&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management reports a **34% increase in net sales to $1.5 billion** for fiscal 2021, driven by the LED business acquisition and strong performance in the IPS and Memory Solutions segments, with gross margin improving to **20.5%** Fiscal Year 2021 vs. 2020 Performance | Metric | Fiscal 2021 | Fiscal 2020 | Change | | :--- | :--- | :--- | :--- | | Net Sales | $1.50 billion | $1.12 billion | +33.7% | | Gross Profit | $308.4 million | $216.4 million | +42.5% | | Gross Margin | 20.5% | 19.3% | +120 bps | | Operating Income | $55.2 million | $41.3 million | +33.6% | | Net Income (SGH) | $21.3 million | ($1.1 million) | N/A | - The increase in 2021 net sales was driven by **$224.6 million** from the new LED Solutions segment, a **$79.6 million (30.0%) increase** in IPS sales, and a **$74.6 million (8.7%) increase** in Memory Solutions sales[227](index=227&type=chunk) - Research and development expense decreased by **5.3% in 2021**, primarily due to a **$23.6 million increase** in Brazil financial credits, which are recorded as a reduction of R&D expense[236](index=236&type=chunk) - A charge of **$32.4 million** was recorded in 2021 to adjust the fair value of the contingent consideration (earn-out) related to the LED Business acquisition[240](index=240&type=chunk) Cash Flow Summary (Fiscal Year 2021) | Cash Flow Activity | Amount | | :--- | :--- | | Net cash provided by operating activities | $153.4 million | | Net cash used for investing activities | ($84.2 million) | | Net cash provided by financing activities | $2.8 million | [Quantitative and Qualitative Disclosures About Market Risk](index=57&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks, primarily from foreign currency exchange rate fluctuations and interest rate changes, with a significant portion of sales originating in Brazilian real, mitigated by foreign exchange forward contracts - The company is exposed to foreign exchange risk, particularly from the Brazilian real, as sales in Brazil accounted for **30% of net sales in 2021**, with foreign exchange forward contracts used for mitigation[275](index=275&type=chunk)[276](index=276&type=chunk) - A hypothetical **10% adverse change** in foreign exchange rates versus the U.S. dollar would result in an estimated loss of **$7.7 million** as of August 27, 2021[277](index=277&type=chunk) - The company is subject to interest rate risk on its variable-rate debt, where a **1.0% increase** in interest rates would increase annual interest expense by **$1.5 million**, assuming its credit facilities were fully drawn[278](index=278&type=chunk) [Financial Statements and Supplementary Data](index=58&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements for fiscal years 2019-2021, including Balance Sheets, Statements of Operations, Comprehensive Income, Shareholders' Equity, and Cash Flows, with an unqualified opinion from Deloitte & Touche LLP Consolidated Balance Sheet Highlights (As of Aug 27, 2021) | Account | Amount | | :--- | :--- | | Total Assets | $1,344.8 million | | Total Liabilities | $1,025.9 million | | Total SGH Shareholders' Equity | $310.3 million | Consolidated Statement of Operations Highlights (Year Ended Aug 27, 2021) | Account | Amount | | :--- | :--- | | Net Sales | $1,501.1 million | | Gross Profit | $308.4 million | | Operating Income | $55.2 million | | Net Income (SGH) | $21.3 million | | Diluted EPS | $0.83 | - The report from independent auditor Deloitte & Touche LLP expresses an unqualified opinion on the financial statements and the company's internal control over financial reporting[434](index=434&type=chunk)[435](index=435&type=chunk) [Controls and Procedures](index=96&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were effective as of August 27, 2021, having remediated a previously disclosed material weakness related to import taxes, with the LED Business acquisition excluded from the internal control assessment - Management concluded that disclosure controls and procedures were **effective** as of August 27, 2021[445](index=445&type=chunk) - A previously disclosed material weakness concerning the accounting for import taxes has been remediated through enhanced controls, procedures, and training[449](index=449&type=chunk) - The assessment of internal control over financial reporting excluded the LED Business acquired from Cree Inc. on March 1, 2021, as permitted by the SEC[447](index=447&type=chunk) [Other Information](index=99&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[459](index=459&type=chunk) [Disclosure Regarding Foreign Jurisdictions That Prevent Inspections](index=99&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20That%20Prevent%20Inspections) This item is not applicable to the company - Not applicable[460](index=460&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=100&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information required for this item is incorporated by reference from the company's 2021 Proxy Statement, to be filed with the SEC within 120 days after the fiscal year-end - The information required by this item is incorporated by reference to the registrant's 2021 Proxy Statement[462](index=462&type=chunk) [Executive Compensation](index=100&type=section&id=Item%2011.%20Executive%20Compensation) Information required for this item is incorporated by reference from the company's 2021 Proxy Statement - The information required by this item is incorporated by reference to the registrant's 2021 Proxy Statement[462](index=462&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=100&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information required for this item is incorporated by reference from the company's 2021 Proxy Statement - The information required by this item is incorporated by reference to the registrant's 2021 Proxy Statement[462](index=462&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=100&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information required for this item is incorporated by reference from the company's 2021 Proxy Statement - The information required by this item is incorporated by reference to the registrant's 2021 Proxy Statement[462](index=462&type=chunk) [Principal Accountant Fees and Services](index=100&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information required for this item is incorporated by reference from the company's 2021 Proxy Statement - The information required by this item is incorporated by reference to the registrant's 2021 Proxy Statement[462](index=462&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=101&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements, schedules, and exhibits filed as part of the Form 10-K, including the Asset Purchase Agreement for the Cree LED business, debt agreements, and management compensation plans - This section lists all documents filed as part of the report, including financial statements and exhibits[465](index=465&type=chunk) [Form 10-K Summary](index=103&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - Not applicable[470](index=470&type=chunk)

Financial Data and Key Metrics Changes - Total revenue for fiscal 2021 was $1.5 billion, an increase of 34% year-over-year [9] - Non-GAAP gross margins reached 22%, up 240 basis points from the prior year [37] - Q4 revenue was approximately $468 million, a record for the company, representing a 57% year-over-year increase [38] - Non-GAAP diluted earnings per share for Q4 was $2.16, up 163% from $0.82 in Q4 2020 [45] Business Line Data and Key Metrics Changes - Intelligent Platform Solutions (IPS) revenue grew by approximately 30% year-over-year to a record $345 million for fiscal 2021 [36] - Memory Solutions revenue grew by approximately 9% year-over-year to $932 million, with Q4 revenue at $247 million [36][40] - LED Solutions Group contributed approximately $225 million in sales during fiscal 2021, with Q4 revenue at $123 million [36][41] Market Data and Key Metrics Changes - Breakdown of net sales by end markets for Q4: Mobile and PCs 23%, Network and Telecom 11%, Servers and Storage 12%, AI/Data Analytics/Machine Learning 13%, Advanced Lighting 26%, Industrial Defense and Other 15% [46] Company Strategy and Development Direction - The company organized into three lines of business: Intelligent Platform Solutions, Memory Solutions, and LED Solutions, focusing on custom solutions for niche markets [7][8] - The company is targeting high-growth market segments such as AI, Machine Learning, Data Analytics, In-Memory Compute, Edge Computing, and Advanced LED lighting technologies [33] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about fiscal 2022, highlighting strong demand and growth potential across all business lines [33][57] - The company is navigating supply chain constraints while maintaining a focus on growth and innovation [114] Other Important Information - The company appointed Sandeep Nayyar as Lead Independent Director and announced the addition of Penny Herscher to the Board, enhancing governance and diversity [11] - The company released its inaugural ESG report for 2020, showcasing its commitment to sustainability [12] Q&A Session Summary Question: Can you explain the margin leverage seen this quarter? - Management indicated that margin improvement was driven by better performance in Cree LED and a higher mix of managed services in IPS [63][64] Question: What contributed to the growth in Memory Solutions? - The growth in Memory Solutions was primarily due to the Specialty Memory business, despite a revenue reclassification impacting reported figures [66] Question: What is the confidence level in building inventory for the next fiscal year? - Inventory growth was attributed to preparations for shipments in IPS and increased inventory for the Memory Solutions Group [68][70] Question: What is the timing for the $68 million DoD contract? - The revenue from the DoD contract is expected to flow in during Q2 and Q3 of fiscal 2022 [92] Question: What is the impact of the Brazil R&D credit ending? - The Brazil R&D credit is expected to end in January 2022, which may increase operating expenses by approximately $6 million in Q3 and Q4 [94][96]

| --- | --- | --- | |--------------------------------------------------|-------|-------| | | | | | Q4 FY2021 SGH FINANCIAL RESULTS OCTOBER 12, 2021 | | | Disclaimer This presentation and oral communications made during the course of this presentation will contain "forwardlooking 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 ...

| --- | --- | --- | --- | --- | |-----------------------------------------------------------|-------|-------|-------|-------| | | | | | | | | | | | | | | | | | | | Q3 FY2021 Financial Results Conference Call July 6, 2021 | | | | | Disclaimer This presentation and oral communications made during the course of this presentation contain "forwardlooking statements" including among other things, statements regarding future events and the future financial performance of SMART Global Holdings, Inc. ("SGH"), includ ...

SMART Global Holdings, Inc. (NASDAQ:SGH) Q3 2021 Earnings Conference Call July 6, 2021 4:30 PM ET Company Participants Suzanne Schmidt - IR Mark Adams - President & CEO Ken Rizvi - SVP & CFO Jack Pacheco - EVP, COO SGH & President SMART Modular Technologies Conference Call Participants Tom - Barclays Investment Bank Brian Chin - Stifel Sidney Ho - Deutsche Bank Raji Gill - Needham & Company Kevin Cassidy - Rosenblatt Securities Operator Good day and thank you for standing by. Welcome to the SGH Third Quarte ...