Ladies and gentlemen, thank you for standing by and welcome to the SMART Global Holdings First Quarter Fiscal 2021 Earnings Conference Call. At this time, all participant lines are in a listen-only mode. After the speakers’ presentation, there will be a question-and-answer session. [Operator Instructions] Please be advised that today's conference is being recorded [Operator Instructions]. I would now like to hand the conference over to your speaker today, Suzanne Schmidt, with Investor Relations. Thank you. Please go ahead, ma’am.

Thank you, operator. Good afternoon and thank you for joining us on today's earnings conference call to discuss SMART Global Holdings first quarter fiscal 2021 results. On the call with me today are Mark Adams, Chief Executive Officer; and Jack Pacheco, Chief Operating and Financial Officer. This call is being webcast from our website at smartgh.com. In addition, our website contains an accompanying slide presentation and the earnings press release. We encourage you to go through our website throughout the quarter for the most current information on the company, including information on the various financial conferences we will be attending. Before we begin the call, I would like to note that today's remarks and the answers to questions, may include forward-looking statements. Any statement that refers to expectations, projections or other characterizations of future events, including financial projections and future market conditions is a forward-looking statement. Actual results may differ materially from those expressed in these forward-looking statements. For more information, please refer to the forward-looking statements disclosures in our earnings press releases, as well as the risk factors discussed in the documents we file from time-to-time with the SEC, including our most recent Form 10-K and Form 10-Q. We assume no obligation to update these forward-looking statements, which speak as of today. Additionally, during this call, our non-GAAP financial measures will be discussed. Reconciliations to the comparable GAAP financial measures are included in today's earnings press release. We will begin the call with CEO, Mark Adams who will provide a business update and then Jack Pacheco, COO and CFO will review the financials and forward guidance after which we will take questions. Mark?

Thank you, Suzanne. Happy '21 to all of you. I want to take this opportunity to thank our global team members for their commitment and resilience as we operate in these uncertain times. During my first full quarter at SGH I've been impressed with the team's work ethic and I am optimistic about the potential to execute on our growth and diversification strategy. For me, success is largely driven by people, purpose, planning and process. In my first few months with the company this is exactly what I've been focused on. Is the organization structure set up for success? Are we aligned as a team on purpose, what we need to do, and equally important, what we need not to do? After alignment of purpose, do we have the right plan to address the company's priorities or are there some cases where we have aspirations that need more clarity, investment and commitment? Once we have the right structure in place, aligned on purpose with the right plan, do we have the right process in place to execute and measure our performance to hold ourselves accountable? While we are certainly a work in process in some of these areas, I'm more excited today than I was 120 days ago. Our future at SGH is very bright. Strategically we continue to focus on providing differentiated solutions across all of our lines of business. We are targeting future expansion into growth markets such as high-performance computing, artificial intelligence and cloud with Penguin Computing, Edge Computing with our embedded business formerly Artesyn Embedded Computing, IOT solutions with our smart wireless, formerly Inforce Computing and advanced package memory, low density storage and in-memory computing as part of our memory solutions business, which includes our specialty memory and Brazil memory business. Financially, each of the lines…

Thanks Mark. First quarter fiscal 2021 net sales of $291.7 million exceeded the midpoint of our guidance range as our combined memory sales, including specialty memory in Brazil were up 14% from the year ago quarter. Non-GAAP gross margins came in at 18.6% and non-GAAP EPS exceeded the high end of our guidance range, reaching $0.78 per share. As Mark briefly alluded to in his comments, our balance sheet continues to strengthen, with cash and equivalents increasing by $13 million in the quarter to reach $164 million, along with our continued focus on increasing our inventory turns which increased to 10 this quarter. A breakdown of net sales per end market for the first fiscal quarter was as follows, mobile and PCs 34%; network and telecom, 19%; servers and storage, 17%; industrial defense and other, 30%. Mobile and PCs along with servers and storage as a percentage of sales were both up from Q4 to fiscal year 20, accounting for 51% of our revenue in Q1 which is 43% in Q4. Networking and telecom was down 6% from the prior quarter, reflecting weaker enterprise spending in our just completed quarter. Now moving to the rest of the income statement, non-GAAP gross profit for the first fiscal quarter was $54.1 million or 18.6% of net sales compared with last quarter's $57.8 million or 19.5% of net sales. Non-GAAP gross profit margin by business group was as follows. Specialty Compute and Storage, 27%; Specialty Memory, 15%; Brazil 17%. Non-GAAP operating expenses were $30.4 million compared with $29.4 million in the previous quarter, Non-GAAP net income for the first quarter of $19.6 million or $0.78 per diluted share compared with $20.4 million or $0.82 per diluted share in the previous quarter. Adjusted EBITDA totaled $29.5 million compared with $33 million in the prior…

[Operator Instructions] Our first question comes from the line of Kevin Cassidy from Rosenblatt Securities. Your line is now open.

Thank you for taking my question, and congratulations on the good results. First question is, in the market -- and Mark, you mentioned that the memory market of the DRAM market is stabilizing. In the last -- in the downturn, last time, we found that some of the companies manufacturing phones, smartphones in Brazil, decided to build them outside of Brazil. As prices are coming back up, will there be a change? Is there a trend to building more phones within the country?

Hey, Kevin, it’s Jack. Yeah, I mean I think that phones in the country will continue to build -- ones that are in the country will continue to build in the country. I don't think we'll see any new entrants right now. We're not getting any - news going to come in Brazil so I think [indiscernible] the current, the current companies that continue to build the phones in Brazil have been building. We don't think it'll…

Okay, so with no change in seasonality then, I guess, is another way of answering my question.

No change to seasonality right now. We’re not seeing, because if you think about the phone, there’s a lot of flash memory in the phone -- and we're not seeing flash memory go up in price, flash memory continues to fall.

Okay, I see. And maybe Mark, turning to your comment about the profitability and the Penguin business in particular, as you're leveraging for software and services, can you say what progress you have and how much interest is there from your customer base? And maybe what is the customer base that would be interested in your cloud services or software services?

Sure. I appreciate the question, Kevin, thanks. When we look at the elements of what might help us drive these margin opportunities to really strengthen our overall engagement with both the federal and our commercial customers. And the way to think about it is, there's kind of three buckets. There's kind of, I would say hardware optimization, there's software and then there's services that include things like on demand, type offerings, as well as systems implementation, installation, and overall field service. And so in each of those areas, we're kind of investing to strengthen our offering. When we talk about software, most of the software we're referring to are in these few areas around workload optimization, resource provisioning, concept called data gravity, which comes into play when we start to see customers wanting a hybrid implementation of cloud services for certain workloads and more compute intensive workloads on premise. And so, we're developing opportunities in partnerships with software companies in conjunction with Penguin to be able to deliver these types of capabilities on the software side. On the service side, there's obviously presale configuration analysis, there's systems design work that's done to optimize our platforms for the end market applications that we're looking at. Secondly, there's installation services, and post-sale capabilities that we're delivering to the customer. A lot of these customers don't necessarily have the infrastructure and resources in place to be able to manage the hardware side of the data center installation, even post sales around break fix opportunities. And then more longer term, I think we've commented in the past and I want to just kind of reinforce that we're very heavily looking at on demand services at Penguin and investing in business models that will allow us to extend our current customer relationships as well as engaged with new customers on the on demand side, whether it be multi-cloud or again a public to private or private to public type architecture using on demand models. Some of the infrastructure we already have built out, and looking to roll out more, in the area of POD, which is the acronym for Penguin On Demand and then gov POD for our federal customers. And so, that's really kind of how we think about the enhancement model. And it's a partnership that's primarily third parties on the software side to today, that we're evaluating how we want to play in that piece of it. But a lot of the infrastructure that we have in place that has made Penguin such a strong player in HPC, allows us to provide this kind of value add around these systems and on-demand part of the equation.

Okay, great. Thanks. And maybe if I'll just add on -- onto that. The sales process for that, is that a six month or a year? I guess how long is it from the time you land the customer? A - Mark Adams So typically, you're kind of breaking this up because some of this is actually happening and I think you heard my comments earlier on the call today about our Q2 -- some of this is already in play. A lot of times a systems level sales in one company with these new levels of services that we're offering. So we do think margins will improve in the short-term. But germane to your question around sales cycles, it could be anywhere from three to six months on the pre-sale side of getting a customer identified and a live project that is funded, whether it be again on the federal side or the commercial side. And then there's this kind of process we go through to understand the customer requirements in a specific vertical and what applications they're trying to optimize around. And that's really where our expertise at Penguin comes in, because we've been around high-performance computing for so long that we have a skillset and a competency that our customers really value around understanding the system and the optimization around the systems for those applications. And we're able to kind of emulate that and test that in these different verticals. And so I would say, three to six months on the presale side and then it's probably another six to nine months on a phase one rollout. And so as I talked about in the last call, I was starting to see signs that we have some really good opportunities that are in the funnel, and funnel I mean, the opportunities we're negotiating for, and the conversion of those has really taken place in a nice way. Kevin, we entered Q2 with a backlog that was 40% higher -- 40% higher than the backlog we had entering Q1. And so this process of managing that cycle is obviously, it's a kind of an art so to speak that we have to keep on optimizing but the size of the funnel and the commitments we're getting on this timeline of how we forecast in the quarter is getting more predictable for us as we're scaling the business.

Great. Thank you. A - Mark Adams Thank you. Operator Thank you. Our next question comes from the line of Raji Gill from Needham & Company. Your line is now open. Q - Raji Gill Yes. Thank you, and congratulations as well. Mark, correct me if I'm wrong. You had mentioned that the, the Penguin Computing business for February, you're expecting that business to grow 20% sequentially. I just want to make sure I have that correct? And if that's the case, kind of what's the drivers of that going into February quarter? And Jack, any kind of thoughts in terms of the guidance for the Brazil business and for the Specialty Memory business, the moving pieces there in the February quarter? A - Mark Adams Great, thanks, Raj. I'll go first, relative to the 20%, that was our overall Specialty Compute business and Penguin's right on that actually. We've got some very strong backlog both in the federal business as well as some newly accepted commitments that we're going to be delivering, starting to deliver in Q2, in our Penguin business. So those are the two primary customer types, are our federal and our commercial customers. For obvious reasons, we don't like to kind of give specific customer names out, but, I can tell you that, each of the orders that I'm referencing are in the tens of millions of dollars and mind you that they don't all bill in one quarter. But given what I said about the healthy backlog, again up about 40% coming into this quarter when compared to Q1, and a continuing growing funnel, you can see where we're going to end up in a pretty good place in Q2 on the Penguin business. I also wanted to call out and recognize that our embedded business secured a $30 million order. Now that order is to be delivered over the course of the whole calendar year -- sorry, the whole fiscal year, which we delivered about 20% in the first quarter. So the combination of the stronger Penguin funnel and some big commitments on the embedded side, has us feeling pretty bullish. And I don't think this is a -- I don't think this is a one quarter phenomenon. We're really feeling pretty good about the continued growth and the execution of our specialty compute business. It's got a long way to go, but I think it's got some really good upside opportunity in the future. Jack do you want to address that Brazil on Specialty?

Yeah, if you look at where we think they are going to fall in Q2, versus Q1, Raj, we said we'll be seasonally down for Brazil, I would expect the memory business to be down low single digit percentage from Q1 in that range. So a lot of different -- not a dramatic difference when we finished the one but down a little bit. Q - Raji Gill Okay, so the specialty memory kind of download single digit sequentially, and then Brazil, seasonally down?

Yeah, a little bit. Q - Raji Gill A little bit. Okay. Got it. Okay, got it. And so the specialty memory business, the growth year-over-year in November, so it was $121 million in November. And in November of the year ago, quarter, it was $103 million. So the growth -- can you maybe elaborate and kind of on what you're seeing there. It looks like there's been some growth in the storage and networking market, but any kind of thought of kind of a broader macro trends that's driving the year over year growth in specialty memory and how we think about that any time -- and throughout this year in a potentially post-COVID recovery. I’m just curious to see how your business could be affected positively if there's a recovery in COVID.

I mean the growth I think you've seen over the last year has really been in the DRAM. So the DRAM side performed well. Mark alluded to DDR-3 had a good quarter. We continue to get new design with DDR. So the DRAM business is doing – it’s been low for specialty. As we get, I think -- as we go towards the back half of this year, we expect to see the flash business pick up. The flash business been impacted more by COVID-19. As you know, we were trying to get new design wins. And it's been a struggle to get design wins in the COVID-19 era, as our customers are not in their lab, because it's been a lot slower process. So those starts to kick in, I think it gets to recovery, you'll see the flash business pick up on the back half of the year for the specialty memory business. And I think that'll help us back half of the year drive up our margin as we talked about for that business as well. So we’re still to get business on track. We have done really well and we think the flash business will start to pick up here towards the back half of this fiscal year. Q - Raji Gill And my last question on the gross margins, so the margins are guiding up about 40 bps at the midpoint on slightly higher revenue volume. And you broke out the gross margin split in this quarter. So putting aside Cree what are going to be the kind of the margin levers to push for each of these business lines? And how do we think about Brazil, improving the margin, specialty memory improving the margin, et cetera? A - Mark Adams I'll start with --…

Thank you so much. Our line question -- our next question comes from the line of Brian Chin from Stifel. Your line is now open.

Hi there, good afternoon. Happy New Year and thanks for letting us ask a few questions. Maybe just to kind of keep the discussion back on LED here for a moment. Mark, I heard the timing you kind of updated in terms of closing on the deal. I guess, what are some of those as you can indications that you have that you think you'll get that regulatory approval here over the next month or two? And can you just, especially given that probably the key hurdle you have there is in China?

Yeah. I actually -- I don't think regulatory approvals are a problem, and we'd actually been, I shouldn't even say problem. There just couple of things in terms of timing around integration matters with IT systems, because remember this is a carve out and pre-acquisition, Cree LED was part of a broader corporate IT infrastructure, that was not being able to be carved out kind of nice and tidy. And so I think the long pole in the tent, so to speak is going to be IT. One of our closing conditions was a third-party audit of the business again due to the carve-out nature of this transaction. It was a very important thing for us to get a clearness of opinion of the, of the carve-out financials and that's on track. But I would tell you, I don't think -- we've gotten positive indication on the regulatory side, that's not the issue that we're dealing with it relative to the end of February target.

Got it. Okay. Thank you. Another question. In terms of the Cree business. Under Cree, the LED component business carried a good bit of fixed costs. Once you close SMART will no longer have any of that wafer and wafer fab -- any of the wafer and wafer fabrication assets. So I guess my question is, sort of off the bat and if you do close, how much how would the LED gross margins be consolidate under SMART if we were to exclude for the associated depreciation? I think fully loaded, it was something like 21% gross margins in our fiscal ‘20 and more like 22%. A - Mark Adams Yeah, I think just from a modeling perspective, I think it'd be safe to say somewhere in the 400 basis points improvement. Now yes, on the one hand, the fixed costs go away, but on the other hand, as it relates to cost of goods in an outsourced model, those fixed costs don't necessarily go away. They just may show up in cost of goods, relative to your partners, pricing to you. Now having said all that, we think there's a lot of efficiencies, we do think there's a margin improvement opportunity with Cree. And again, we're trying to be careful until we get really inside to understand all of the upside opportunity, but we're pretty comfortable that there's going to be some gross margin expansion in the LED business.

Got it. So just to make sure I'm clear there, I think you originally said you could be at in a year's time post close something like 200 to 400 basis points of improvement. And that's inclusive of the fixed cost, maybe it's a little bit of shifting from in sourced to out sourced. I'll bake that in terms of that plus other efficiencies. A - Mark Adams I think that's the right zip code at this point.

Yeah, maybe just one last question, going back to the prior targets that you had established, when you announced the pending acquisition. At the time, I think you said that there was some organic growth sort of dialed in there. But if you look at sort of the Cree business, it's $400 million plus annualized revenue at the moment. And if you kind of add that to where your revenues were last fiscal year, it kind of sort of zeroish growth. And clearly, HPC, specialty compute sounds like it's got a good growth orientation to it certainly to start the fiscal year. I'm just wondering to what degree maybe you reevaluate those or kind of we can view those a little bit conservative. A - Mark Adams Fair enough. All though, as I said in my prepared comments, we're continuing to evaluate businesses that we might have been chugging along, and without a lot of upside potential or gross margin. That's not the level we want to kind of hit as a company or target as a company, I should say. And so I think it's fair as we get a better understanding of what's going on inside of Cree beyond our due diligence and where we're at today. I think there's a potential for that. There's also potential that we -- if we can't get our arms around the gross margin of some of these lines of businesses that I referred to earlier, and we may kind of exit some of those businesses. I don't think it's going to be dramatic, I think I would say the range that we gave initially is certainly something I'm comfortable with today. And at a kind of towards the end of our calendar quarter, or calendar quarter this year, I'm probably going to be able to give a bit of an update on how we see the operating model, having spent some more time inside of Cree LED and obviously, evaluating some of the existing businesses inside of SGH.

So in terms of that revenue, and that margin improvement some of this addition by subtraction is contemplated sounds like okay. A - Mark Adams But I think your question is a good one. I'm not shying away from it. I think there is the potential for that. We're not here to comment on that now because I just I want to get more clarity on what's underneath of Cree LED on specific product lines and see if there's either need to reinvest in those businesses and scale them more beyond where they are. Because you got to remember, they've been pretty limited at some level in their ability to grow given the fixed wafer capacity out of North Carolina. So we have a lot to learn about that business. We see how it's operating today. But we want to make sure that -- we want to invest properly. We think that -- we think it's a really good acquisition for us, obviously. So I am hedging a little bit because I want to go get those answers done and get back to you and kind of towards the end of the first quarter and be able to give you -- first quarter calendar to give you a sense on how we kind of look at the combined entity going forward.

Okay. No, I appreciate the detail. Thanks Mark.

Thank you.

Thank you. Our next question comes from the line of Sidney Ho from Deutsche Bank. Your line is now open.

Thanks for taking my question. I want to follow-up on the gross margin discussion earlier. You talk about this gross margin improvement 200 to 400 basis points a year after the LED deals close. I was just hoping you'd give us a sense as to how much of that improvement comes from the inclusion of that business versus coming organically. I know Mark, you talked about some of the new profitability initiatives, especially in Specialty Compute, but I was hoping you can help quantify them. The one thing that I’ve noticed is that the specialty memory today is quite a bit lower than what it was a year ago. And I think last quarter you talk about some of the new product is having a good margin headwind. So I'm just trying to get a sense as to how each segment can grow, what kind of margin profile can it be without the LED side of things?

Sure. So separate again, just to your point, separate from the LED discussion that we just had, which I think you're satisfied with. On the organic side within SGH today, I mentioned that, Specialty Compute in the area of software and services, I mentioned some of the examples specifically with Penguin. I think that's inherently a meaningful up tick to their gross margin and have a good impact on our gross margin. On the Specialty Compute side, you also have to consider that as part of that revenue stream. We have a logistics service business that also has an impact on margin. And so if you take it, if you separate that out, Jack referred to some of these newer market opportunities that we're investing in for growth, around again specialty flash, not commodity flash, with specialty flash, lower density, our own controller individual kind of ruggedized or industrial strength type products. These products that we're aiming for some of our newer efforts in memory do carry higher margins. And so, I think if you think about, gross margin across the table, he already commented on Brazil being relatively flat. I think you'll see, organically gross margin uptick in the area of 2% to 2.5% gross margin before Cree. And then as I said, Cree has some margin opportunities on their own. I think it's going to combine to a pretty good story overall.

Great. That's very helpful. My follow-up question is on the Specialty Compute and storage business. Obviously you made a number of acquisitions in the past two years, but the growth hasn't been, and it's just not very consistent for reasons that are out of your control. So as you look forward now that you have 120 days into your job, what kind of growth rate do you expect that this is in aggregate can do organically? And what type of seasonality do you expect going forward?

Yeah, that's a good question. I think you're kind of hitting like whole bunch. I do think as the growth in this, to be honest with you, and again as you said, four months into the job. I think we have to strengthen the leadership team and we'll be doing that. I think we have to keep on investing and not just the people but the capabilities of the company, whether it'd be software or integration capabilities or service capabilities. But I do think that -- I don't think this quarter is an anomaly in terms of our growth opportunity. It's interesting and I just want to offer this to the people on the -- the team on the call. This is a different business. And so to try to make it look like a smart modular memory business, it doesn't work that way. And so what I mean by that is it's a design in business that will grow. It's less about seasonality and there is some spending patterns relative to the federal business, for sure, but it's less about seasonality and it's more about design in and wins and delivery schedules. And so I happen to think by the way, that'll get crowded out by our increasing backlog and growth opportunities. And so -- but I think the business, it's not a fulfillment model, it's not a design in model, like the memory business. It's more of a point to point customer to vendor relationship design and sale, that is a longer term sale than again, per se it’s memories model. So it's a long winded way of saying, I think the growth will crowd out. It's not really about seasonality as much as the lumpiness that may exist as we are targeting growth in new vectors new scale. But coming from where we are -- coming from as you noted on your question, I don't think you're going to see that. I think you're going to see continued growth for the foreseeable future, starting with Q2.

Great, appreciate it. Thanks, guys.

Thank you. [Operator Instructions] Our next question comes from the line of Mark Lipacis from Jefferies. Your line is now open. Pardon me Mark, your line is now open. Please check your mute button. Mark Lipacis from Jefferies please check your mute button. Your line is now open. A - Mark Adams Operator, I think if Mark doesn't join here in a second, we can proceed to anyone left in the queue or I can start with the commentary.

At this time showing no further questions, I would like to turn the call back over to Mark Adams CEO for closing remarks.

Well, thank you again. We started fiscal '21 on a strong footing as we embarked on our journey to deliver profitable growth while diversifying our business with a specialty focus. We're doing this through expanded strategic relationships that are aligned with growth markets such as cloud and edge computing, IoT, high performance computing, enterprise storage and specialty memory solutions. We've transformed our balance sheet for future success. And we're in the process of building out the leadership team to enable this next phase of scaling of our business. We are focused on creating new approaches to extend existing business models that will demonstrate our ability to deliver higher value solutions to our customers with a greater focus on software services and on demand offerings. Included in my list of top priorities is to enhance the diversity of our leadership team and across the company. In addition, we're launching a process around our environmental, social and governance business practices. I will be commenting more on these upcoming calls. In closing, I'm very excited for our future at SGH and I want to thank you for your interest and support of the company. Thank you.

Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.