Good afternoon, everyone. Welcome to the SGH Fourth Quarter Fiscal 2022 Earnings Call. My name is Dante, and I'll be your operator for today's call. [Operator Instructions]. I would now like to pass the conference over to our host, Ms. Suzanne Schmidt. Ms. Schmidt?

Thank you, operator. Good afternoon and thank you for joining us on today's earnings conference call and webcast to discuss SGH's fourth quarter and full year fiscal 2022 results. On the call today are Mark Adams, Chief Executive Officer; Jack Pacheco, Chief Operating Officer; and Ken Rizvi, Chief Financial Officer. You can find the accompanying slide presentation and press release for this call on the Investor Relations section of our website. We encourage you to go to the site throughout the quarter for the most current information on the company. I would also like to remind everyone to read the use of forward-looking statements note that is included in the press release and the earnings call presentation. Please note that certain of the statements made today may constitute forward-looking statements and that these statements are the company's present expectations and that actual events or results may differ materially. We will also discuss both GAAP and non-GAAP financial measures. Non-GAAP measures should not be considered in isolation from, as a substitute for or superior to our GAAP results. We encourage you to consider all measures when analyzing our performance. A reconciliation of the GAAP to non-GAAP measures is included in today's press release. And with that, let me turn the call over to Mark Adams, CEO. Mark?

Thanks, Suzanne. Throughout fiscal 2022, we continued to transform SGH into a diversified, profitable company committed to growth and attractive long-term shareholder returns. During our FY '22, we achieved strong results and accomplished a number of key milestones despite a challenging macroeconomic climate. Our fiscal '22 achievements included record annual revenues of $1.8 billion, record gross margins of 24.9% on a GAAP basis and 25.9% on a non-GAAP basis, record annual adjusted EBITDA of $263 million and record annual non-GAAP earnings of $3.62 per share. And now looking back over the past 2 years, we have grown the top line by over 60%, expanded non-GAAP gross margins by 610 basis points, increased adjusted EBITDA by over 150% and grown non-GAAP earnings per share by over 175%. In addition, we completed our acquisition of Stratus Technologies just after our fiscal year-end, better positioning the IPS Group for continued growth in the years ahead. Now let me turn to the fourth quarter. SGH concluded fiscal 2022 with fourth quarter key financial metrics at or above the midpoint of our guidance. Fourth quarter revenues totaled $438 million, and non-GAAP gross margins came in at 24.6%. These results, combined with strong operating discipline and our share repurchase program, resulted in non-GAAP earnings of $0.80 per share, which exceeded the upper end of our guidance range. Let me turn to a brief review of each of our businesses, starting with IPS. Revenue came in at a record $145 million for the fourth quarter, up 52% sequentially and up 48% from the year ago quarter. New project rollouts were a major contributor to our revenue growth in the quarter. Despite the increased hardware shipments from these new installations, service revenues were up 11% in Q4 when compared to Q4 fiscal year '21. On a year-over-year basis,…

Thanks, Mark. I will focus my remarks on our non-GAAP results, which are reconciled to GAAP in our earnings release tables. Now let me turn to our results for our fiscal 2022 full year and fourth quarter results. As Mark shared earlier, we had another strong year of performance. Overall revenues for fiscal 2022 were up 21% to a record $1.82 billion driven by strong execution across all of our businesses. Intelligent Platform Solutions grew by 28% on a year-over-year basis to a record $441 million. This is on top of the 30% sequential growth in the previous fiscal year. Memory Solutions grew by approximately 5% on a year-over-year basis to $975 million driven by strong growth in our Specialty Memory business. And LED Solutions contributed approximately $403 million in sales during our fiscal 2022, our first full year result with this business. Non-GAAP gross margin in fiscal 2022 was up approximately 370 basis points to 25.9% from 22.2% in the prior year driven by margin improvements across all 3 of our segments. For fiscal 2022, non-GAAP diluted earnings per share were a record $3.62, up from $2.61 in fiscal 2021. And adjusted EBITDA was a record $263 million, up from $188 million in fiscal 2021. In addition, we exited the year with a strong balance sheet, including year-end cash balance of $363 million as well as prudent leverage. Now let me turn to our fourth quarter results. Despite the macroeconomic headwinds, we reported a strong quarter of results, helped by the diversification of our business and the strength of our IPS segment. Net sales were $438 million. Non-GAAP gross margin came in at 24.6%, at the midpoint of our guidance range. And non-GAAP diluted earnings per share were $0.80 for the fourth quarter, above the high end of our…

Thanks, Ken. As we enter fiscal year 2023, I remain excited about the long-term future at SGH. We are well positioned to excel in our key focus areas of AI, machine learning, data analytics, HPC, data center cloud and advanced lighting solutions. Our commitment to strong execution, combined with our capital-light model, give me confidence that we will be able to navigate the broader market headwinds that most, if not all, companies are facing. In the short term, we will manage our spending appropriately, maximizing free cash flow generation. The secular demands for our differentiated solutions continue to grow, and we remain committed to developing innovative solutions for our customers and creating long-term value for our shareholders. Operator, we are now ready for Q&A.

[Operator Instructions] Our first question comes from the line of Brian Chin with Stifel.

Congratulations on the August quarter results in this tough environment. Maybe since I'm bang leadoff, first question, I guess I'm obliged to ask sort of in your November quarter guidance, is sort of the implicit guide by segment sort of maybe like a mid-single-digit decline in memory, maybe flat to down IPS prior to the acquisition and LED down kind of 10%? Is that sort of right apples-to-apples way to think about?

Yes. So Brian, thanks for the question and thanks for your comments. I would say if we look at Q1 and implicit in our guide is actually we're expecting to see a bit more decline in our LED business, and that's a result of the current macro headwinds we're seeing in China and also a little bit slower demand here in the U.S. and in Europe. In addition, I would say, for the LED business, our expectation is that the distributors will be burning through some inventory. So our sell-in will be lower than the sell-through at disti, and that's part of the reason for the decline. So I would actually anticipate that business being down potentially 20% or a bit more sequentially from Q4, and then you can gauge what the other businesses are doing.

Got it. Got it. So I guess maybe that's the place to follow up. Since you acquired this out of Cree, this has been -- probably, this has been the first dip you've seen in terms of revenue in that business. Where is the break-even revenue on a quarterly or annualized basis for the LED business? I imagine maybe you're kind of touching it in the November quarter. And I guess to that end, I mean, you're trying to clean up the inventory, I guess, that maybe had accumulated in the channel there. Do you know how many quarters you expect that to take place? And any visibility in terms of when the sell-through of the shipment can match sort of sell-out and whether sell-out is also stabilizing?

Yes. So maybe -- a couple of questions in there, Brian. So let me see if I address -- I can address them all. So I'd say, first and foremost, if you looked at the disti inventory, I wouldn't say it's as much of a build up of inventory that occurred. But what we are seeing with some of our disti customers is they are trying to lean on the working capital and lean out their inventories given the macro uncertainty. And question number two and so when is that going to clear up? It's a little uncertain given the visibility we have. But I would expect, based on today and today's environment, as we move through Q2 and into Q3, we should be clear and the shipments in should start to equal the shipments out, but early to tell that for certain. And obviously, we'll provide you more color as we move through the quarters. If we looked from an overall profitability standpoint, you are correct. As we look at Q1, that business is close to breakeven on an op income basis, although if you include the DA, still profitable to us. And that's where we'll look to see how we can optimize some of the expenses there to make sure that in the near term, we generate positive cash flow. And then as that business recovers -- because this is very much macro-driven versus any specific product concerns. So as the macro returns, hopefully, as we move into the back half of this fiscal year and fiscal '24, then it should start to return to a more profitable state for the LED business.

Got it. And just to get away from this topic and before I hop off. Just on Stratus given the closing of the deal, is it fair to say that there's -- between the 2 companies, there's a low degree of customer overlap but a high degree of vertical market overlap? And also given the earlier close of that acquisition and the necessary integration process, how long, 6 months, 12 months, do you foresee before we start to see sort of a positive impact in terms of cross-selling synergies?

Brian, this is Mark. I think you sized it up correctly. Not a lot of overlapping existing customers today, which we think is a strength in potential revenue synergies out into the future. Some overlap in terms of the vertical markets that we address. And you think about what's interesting right now is that the data center business for IPS is driving a lot of the growth. And with Stratus, it's actually the Edge that's driving a lot of the growth. So not a lot of overlap there in terms of revenues going away. So we think from a model standpoint, it's pretty good. Relative to impact on the business and potential upside from revenue synergies and some of the cost opportunities we have, we stated in our last call and are sticking to it, we're thinking somewhere in the 12- to 18-month range. We may see some small wins in the short term, but we think a majority of the impact will be out 12 to 18 months from the time of close or out in the middle of our fiscal year '24.

Our next question comes from the line of one Tom O'Malley with Barclays.

I just had a -- just a follow-up on the gross margin profile in the August quarter. I think you had called out previously that there may be lower software contribution in the quarter, which may have been muting the IPS gross margins. But could you just walk through the puts and takes on each of the segment's margin contribution in the quarter just because you saw a strong IPS, which should help your mix, but you saw gross margins down. Any color on gross margins by segment would be helpful in August.

Sure. Happy to talk through that at a high level, Tom. so if we look at the overall memory business, if we look sequentially, the margins were reasonably flat. I would say IPS, as we've talked about, given the growth from Q3 to Q4, we outlined on our last call that the -- it would be more hardware-centric, and therefore, the margin percent is down a bit from Q3 levels for IPS. And then for LED, given the reduction in sales from Q3 to Q4 and some of the fixed costs on the back end, the margins are down in that business. So those are the puts and takes, which drove the margins to that 24.6% level in Q4.

Okay. And then I just wanted to revisit a prior question. You gave the vector for the LED business in the November quarter. From an organic perspective, is the IPS business up in the November quarter?

Yes. So I would expect that IPS business to be organically, so that's excluding the Stratus business, should be flat to up a bit here into our Q1 from Q4. And then you can see that the memory business is kind of flattish, flat to down a little bit, but flattish in Q1 as well.

Okay. That's helpful. And then just one more, let me sneak in really quick. You did the LED acquisition. I think early on, you guys had talked about $350 million to $400 million a year. There was an effort to improve the gross margin structure and the operating structure of the business. Clearly, there's a headwind in China. But outside of just the implications that you're seeing from an inventory perspective in China, is there a change in customer behavior as it results to a competitive perspective? Are you seeing customers go in a different direction? Or is it really just market weakness given what you're seeing from a COVID and supply chain issue in that region?

Tom, it's Mark Adams. It's really the latter to what you talked to relative to the demand profile. As you might be aware, if you've looked at or seen some of the industry structural activity across the board, let's start with consumer devices. LEDs in that world are getting impacted by mobile phone decline globally. Certainly, in terms of construction build and the likes, it's also down. There was a major competitor who announced a restructuring in the quarter. Just a lot is going on. And I think Korea is actually very well positioned for scale and continued growth as we kind of dance around the bottom here in the market. I think really good gross margin profile in the business. This type of exercise will get us more efficient as we prepare to go back up. And I'm pretty confident in this business given what's going on with the rest of the market.

Yes. And Tom, just to highlight as well, when we look at that business, right now, what we're seeing is that distributors are burning through some inventory and trying to lean out given the macro uncertainty. So the end demand is higher than the revenues we're guiding to for LED in Q1. Obviously, in this type of environment, that visibility is a bit uncertain as we look out into Q2, Q3. But if we look at history, these periods in terms of inventory burns usually lasts 1 to 3 quarters or so. So as we look into Q2 or into Q3, we would hope that this is behind us and our sell-in will start to match our sell-out.

Our next question comes from the line of one Raji Gill with Needham & Company.

Just a follow-up on the guide for November, specifically around the gross margin. So just wanted to get a sense of what the gross margin organically ex the Stratus is trending quarter-over-quarter. How do we think about the puts and takes there by the different subsegments?

Yes. So maybe I'll give it to you, Raji, in aggregate. So what we've said historically is that the Stratus acquisition adds north of 150 basis points on an annual basis to our gross margins on a non-GAAP basis. So given where sales levels are for Q1, it's probably closer to that 200 basis points or even a little bit more there, but in that 200 basis points range here in Q1 given the current sales levels so that you can subtract the 200 basis points to get to where the base business is. And it would be similar, as I outlined earlier to Brian, if we look at the segments. I would expect the only change as we look at the segments or the primary change would be LED. The gross margins are expected to be down a little bit here from Q4 to Q1 just because of the fixed cost nature of the back end and the lower sales volume.

Got it. Appreciate that. And then just on the November guide with respect to the revenue. So if LED is down 20%-plus sequentially and then you indicated that IPS ex the Stratus will be kind of flat to up, it implies memory -- overall memory will be down something in the order of kind of 4% or so, 4% to 5%. So the question I have is, if we kind of split that between Specialty Memory and Brazil memory, wonder if you could elaborate some of the trends that are going on within each of those segments. Should we expect kind of Brazil to continue to be under pressure given the economy there? Are we seeing any -- kind of any impact on Specialty Memory with respect to the overall drop in memory pricing? Any clarity on those specific segments?

Raji, it's Mark. Let me take the first part of that, and I'll let Ken piggyback. Relative to the memory market itself, as we guided on our last call, Brazil has some pretty strong headwinds in the consumer-facing mobile phones and notebook -- desktop, notebook market. And that played out as we had suggested and thought on our last call. Now what I would say also is we talked about a specific customer purchasing dynamic in that quarter as well. And what we're starting to see is kind of a bottom there in -- a bounce from the bottom. We think it's probably a stronger -- slightly stronger maybe Q1 in Brazil. And on the enterprise side of memory -- the Specialty Memory business, it's been pretty stable quarter-over-quarter. I'll let Ken give you the particulars, but the demand profile is pretty good. Now obviously, you can analyze the announcements from the memory guys in the market, a lot of fluctuation in memory pricing. We don't tend to get hit very hard on the margin side of the memory pricing because our products are priced on a kind of service-level model, if you will. But I would also suggest that units can offset some revenue, but I think especially be kind of flattish in the quarter. I'll let Ken jump in and give you some kind of more particulars.

Yes. So I would say, Raji, if we looked at that business overall, we have a range on our guidance, as you know, but it can be flat to down at that midpoint level -- down a little bit at the midpoint level. As Mark mentioned, I think if we look at the Brazil business, it did come down here in Q4. It's kind of bouncing at those levels here. And I think the hope is as we move into Q2 and beyond, we start to see a recovery in demand. As -- and then in the specialty business, as Mark highlighted, that's been -- it's essentially at a very similar level as we look back to Q4 versus Q1.

Very helpful. And just last question, Ken, if I can, on the OpEx. So the OpEx, certainly going up. I think you mentioned $14 million sequentially, which includes Stratus. So is that kind of the OpEx run rate on a go-forward basis, $75-odd million a quarter? Or should we expect synergies on the OpEx side? Any clarity there would be helpful.

Yes. So I think as Mark mentioned, I would assume that from a modeling purpose, that's the run rate of the business because we're incorporating Stratus. As Mark mentioned, as we look at the combined business and all of the businesses, one of the areas that we're looking at is making sure we're prudent on the cost structure in our overall cost. But from a modeling purpose, I think that's fair to model in that range as you move through the year.

Our next question comes from the line of one Sidney Ho with Deutsche Bank.

My first question is on the IPS side. I think last quarter, you talked about demand trends into the first half of '23 looks pretty good. And then your backlog was close to $500 million, which is 3 to 4x your quarterly run rate. Can you give us an update on how much visibility do you have now? Are you seeing any kind of demand-driven pushout or cancellations? And maybe directionally how the backlog has done, I guess, excluding Stratus?

Sure. Sidney, this is Mark. Let me just talk to the first part of that, which is the demand trends for our first half of the year. I would say that nothing has changed since we last talked in -- on the earnings call in Q3. The backlog remains very strong, and the implicit guide in Q1 suggests that it's still very strong for us. So generally, still very bullish on IPS. Now can we see out into Q2 and can something push in Q2? Sure. We haven't seen that yet. But I would also say that my belief is that the type of systems that we're implementing with our customers are very strategic in nature. And our belief is that over time, these systems are not about short-term cost-cutting activities in these larger enterprises we serve. So I'm of the belief that people will invest through the cycle. And these are the types of systems that we're installing, these AI machine learning systems, for tomorrow's enterprise, so to speak. So we're optimistic that will play out that way. We haven't seen an ounce of any reduction in orders or backlog relative to the front half of our year. And I just can't call Q3 and beyond at this point.

Okay. That's helpful. Maybe staying with the IPS. If you look at the services, if my math is right, I understand it's up 11% year-over-year, up like 59% for the full year. But it is down quite a bit from the Q3 level. If my math is right, it's somewhere in the 15% ranges of IPS services for the quarter. Just curious why that -- in absolute dollar that, that number can actually go down. So as -- in other words, is fiscal Q3 more like an anomaly where fiscal 4Q is kind of right -- the right run rate going forward?

Yes. So it's a good question, Sidney. So when we talked about last quarter, we did say there were some quarter-specific implementation and other services that occurred in quarter. And this ties just to the nature of the overall business. There is some lumpiness and variability quarter-to-quarter. And so we tried to outline that on our last call that we had some items that were specific to that quarter in terms of implementation and other specific services that we generated with our customers. If you look at this quarter, in Q4, we talked about kind of low-20s type of services. And I think what is important in that number, however, is that there's a larger portion of those services that are based on longer-term engagements. So we have visibility as we look out 12 months on a quarterly basis, we have visibility. And I think that's where I know Thierry and the Penguin team and the IPS team are driving is to have further engagement, better visibility, more long-term visibility. And that complements very much what Stratus is doing with their services business. So I think as we look into 2023, we're going to have a very good services year, especially inclusive of the Stratus business. My guess is that services component for the both businesses on a combined basis should be well north of $150 million, which is good news in terms of visibility, good news in terms of margin and good news in terms of cash flow to the overall business.

That's super helpful. If I can squeeze in one more, just a housekeeping one. Given how the specialty memory versus Brazil memory, they have different trends over the last couple of quarters. What portion of the Memory Solutions business is now coming from Specialty Memory? And that's it for me.

Yes. We didn't break that out specifically. But if I looked at the specialty business, it is much larger than the Brazil business today, if I looked at both Q4 and I looked at what we're expecting here in Q1. So overall, we talked about that business doing about $210 million Q4. And if you looked at what it did in Q3, call it, $266 million, the vast majority of that delta from Q3 to Q4 was around the Brazil business. The specialty business did come down a little bit, but now it's kind of flattening out at that level. So Brazil has been the largest headwind in the memory side.

[Operator Instructions] Our next question comes from the line of one Kevin Cassidy of Rosenblatt Securities.

My question is more around the number of RFQs you're getting for the IPS business. Has there been a change since all this discussion around the recession coming or maybe here already? Are you seeing any companies pulling back on their CapEx or -- and even comments around both private and public side as far as new RFQs coming out?

Kevin, this is Mark. I -- at this point, we have not seen anything noticeable in terms of the activity, the funnel building at IPS. Actually, I would say that we're seeing more opportunities. Remember, by the way, these cycles are 6 to 12 months at a minimum in terms of replying to an RFQ to getting a commitment in some cases. And so it's not surprising that we haven't seen that. Actually, our funnel continues to grow. And we're also -- as I've talked about on prior calls, we're not in the hardware-only business at IPS. And so we're pretty selective in terms of the type of opportunities we want to bid on because we want to make sure we're getting paid for the value we create, and the services and the overall integration of hardware, software and services is something that we're just going to stay disciplined to. So even in that sense, we still are seeing a lot of healthy funnel-building activities. And I would say the commercial side has been relatively strong. And then at the federal side, we just haven't seen anything pull back because actually, when you think about the federal piece of the business, commitments on this year are kind of pretty much locked up, and shipments are already scheduled in that part of the business. And so next year, people are business as usual. They don't know what next year's spending will or will not be. So the federal side is still very active as well.

Okay. Great. And how about the supply chain for IPS? A few quarters ago, there was all types of bottlenecks. Can you give some comments on what you're seeing in the supply chain?

Yes. I think we're not out of the woods yet on supply chain. Now what's interesting is, and I think I've talked about this on a prior call, we are seeing sectors in the supply chain that are demand-driven recovery, which is not exactly what we want, i.e. memory. And yet there's other parts of the ecosystem, other technologies that we integrate and manufacture our systems with that are still tight. So it's a bit of a hybrid or a mix, where some industries have loosened up a bit and some have not, and we're still day-to-day. And of course, it's kind of like the least common denominator we needed all to kind of line up. And so our teams are working diligently to make sure we're able to navigate that and our guide implies that. But still not out of the woods yet on the supply chain.

And with that, we have exhausted all questions in the queue. So now I would like to pass the conference over to Mark Adams, CEO, for any closing remarks.

Thank you, operator, and thank you all again for joining today. After a record fiscal year 2022, we are excited about our future at SGH with a mindful eye on the current market headwinds. We will remain vigilant in how we operate the company to balance our investment for long-term success while being prudent in our spending in the near term.

And with that, we will conclude today's SGH Fourth Quarter Fiscal 2022 Earnings Call. Thank you for your participation. You may now disconnect your lines.