As disclosed in Penguin Solutions’ Amendment No. 1 to Current Report on Form 8-K/A filed with the U.S. Securities and Exchange Commission on October 16, 2024, this earnings release contains an error in the Reconciliation of GAAP to Non-GAAP Measures table. The reconciliation of “GAAP gross profit” to “Non-GAAP gross profit” inadvertently omits the line item “Other” in the amount of $300,000 for both the three months and fiscal year ended August 30, 2024, which should have appeared below the line item “Cost of sales-related restructure.” The “Non-GAAP gross profit” line item as well as all other line items in the reconciliation table are correct.
SMART Global Holdings Is Now Penguin Solutions
Q4 FY24 Revenue Across All Business Segments Up Sequentially
MILPITAS, Calif.--(BUSINESS WIRE)--
Penguin Solutions, Inc. (“Penguin Solutions,” “we,” “us,” or the “Company”) (NASDAQ: PENG) today announced its
new company name and reported financial results for the fourth quarter and full year fiscal 2024.
New Company Name and Ticker Symbol
The Company is pleased to announce the successful completion of its name change from SMART Global Holdings, Inc.
to Penguin Solutions, Inc., a move that reflects the Company’s strategic transformation and evolving focus on
key areas such as artificial intelligence (“AI”) infrastructure deployment, advanced memory enterprise solutions
and high-performance computing. Effective today, the Company’s ordinary shares are trading under the new ticker
symbol “PENG” on Nasdaq.
Fiscal 2024 Highlights
-
Net sales of $1.2 billion versus $1.4 billion in fiscal year 2023
-
GAAP gross margin of 29.1%, up 30 basis points versus fiscal year 2023
-
Non-GAAP gross margin of 31.9%, up 20 basis points versus fiscal year 2023
-
GAAP EPS of $(0.85) versus $0.15 in fiscal year 2023
-
Non-GAAP EPS of $1.25 versus $2.52 in fiscal year 2023
Fourth Quarter Fiscal 2024 Highlights
-
Net sales of $311 million, down 1.7% versus the year-ago quarter
-
GAAP gross margin of 28.0%, down 90 basis points versus the year-ago quarter
-
Non-GAAP gross margin of 30.9%, down 80 basis points versus the year-ago quarter
-
GAAP EPS of $(0.46) versus $1.17 in the year-ago quarter
-
Non-GAAP EPS of $0.37 versus $0.35 in the year-ago quarter
“We are pleased with our Q4 results, highlighted by our third consecutive quarter of sequential top line
growth,” said Mark Adams, CEO of Penguin Solutions. “Our Company’s transition to Penguin Solutions reinforces
our commitment to solving the complexities of AI infrastructure, managing our customers’ implementations with
the design, build, deployment, and management of cutting-edge AI solutions,” concluded Adams.
Annual Financial Results
|
|
GAAP
(1)
|
|
Non-GAAP
(2)
|
|
(in thousands, except per share amounts)
|
FY24
|
|
FY23
|
|
FY24
|
|
FY23
|
|
Net sales:
|
|
|
|
|
|
|
|
|
Intelligent Platform Solutions
|
$
|
554,552
|
|
|
$
|
749,708
|
|
$
|
554,552
|
|
$
|
749,708
|
|
Memory Solutions
|
|
356,426
|
|
|
|
443,264
|
|
|
356,426
|
|
|
443,264
|
|
LED Solutions
|
|
259,818
|
|
|
|
248,278
|
|
|
259,818
|
|
|
248,278
|
|
Total net sales
|
$
|
1,170,796
|
|
|
$
|
1,441,250
|
|
$
|
1,170,796
|
|
$
|
1,441,250
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
$
|
340,776
|
|
|
$
|
415,171
|
|
$
|
373,981
|
|
$
|
456,578
|
|
Operating income
|
|
18,295
|
|
|
|
8,745
|
|
|
120,257
|
|
|
179,794
|
|
Net income (loss) attributable to Penguin Solutions
|
|
(44,324
|
)
|
|
|
7,858
|
|
|
66,907
|
|
|
127,681
|
|
Diluted earnings (loss) per share
|
$
|
(0.85
|
)
|
|
$
|
0.15
|
|
$
|
1.25
|
|
$
|
2.52
|
Quarterly Financial Results
|
|
GAAP
(1)
|
|
Non-GAAP
(2)
|
|
(in thousands, except per share amounts)
|
Q4 FY24
|
|
Q3 FY24
|
|
Q4 FY23
|
|
Q4 FY24
|
|
Q3 FY24
|
|
Q4 FY23
|
|
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
Intelligent Platform Solutions
|
$
|
149,355
|
|
|
$
|
144,968
|
|
$
|
145,432
|
|
|
$
|
149,355
|
|
$
|
144,968
|
|
$
|
145,432
|
|
Memory Solutions
|
|
95,832
|
|
|
|
91,629
|
|
|
105,181
|
|
|
|
95,832
|
|
|
91,629
|
|
|
105,181
|
|
LED Solutions
|
|
65,961
|
|
|
|
63,983
|
|
|
66,045
|
|
|
|
65,961
|
|
|
63,983
|
|
|
66,045
|
|
Total net sales
|
$
|
311,148
|
|
|
$
|
300,580
|
|
$
|
316,658
|
|
|
$
|
311,148
|
|
$
|
300,580
|
|
$
|
316,658
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
$
|
87,086
|
|
|
$
|
88,906
|
|
$
|
91,585
|
|
|
$
|
96,007
|
|
$
|
96,962
|
|
$
|
100,300
|
|
Operating income (loss)
|
|
8,791
|
|
|
|
11,511
|
|
|
(1,639
|
)
|
|
|
33,739
|
|
|
33,325
|
|
|
30,295
|
|
Net income (loss) attributable to Penguin Solutions
|
|
(24,547
|
)
|
|
|
5,616
|
|
|
64,841
|
|
|
|
20,007
|
|
|
20,221
|
|
|
18,406
|
|
Diluted earnings (loss) per share
|
$
|
(0.46
|
)
|
|
$
|
0.10
|
|
$
|
1.17
|
|
|
$
|
0.37
|
|
$
|
0.37
|
|
$
|
0.35
|
| (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 15, 2024, Penguin Solutions is providing the following financial outlook for fiscal year 2025:
|
|
GAAP
Outlook
|
Adjustments
|
Non-GAAP
Outlook
|
|
Net sales
|
15% YoY Growth +/- 5%
|
—
|
15% YoY Growth +/- 5%
|
|
Gross margin
|
30% +/- 1%
|
2%
|
(A)
|
32% +/- 1%
|
|
Operating expenses
|
$335 million +/- $15 million
|
($60) million
|
(B)(C)
|
$275 million +/- $15 million
|
|
Diluted earnings per share
|
$0.30 +/- $0.20
|
$1.40
|
(A)(B)(C)(D)
|
$1.70 +/- $0.20
|
|
Diluted shares
|
56.3 million
|
—
|
56.3 million
|
|
Non-GAAP adjustments (in millions)
|
|
|
(A) Share-based compensation and amortization of acquisition-related intangibles included in
cost of sales
|
$
|
31
|
|
|
(B) Share-based compensation and amortization of acquisition-related intangibles included in
R&D and SG&A
|
|
48
|
|
|
(C) Other adjustments
|
|
12
|
|
|
(D) Estimated income tax effects
|
|
(12
|
)
|
|
|
$
|
79
|
|
Fourth Quarter and Full Year Fiscal 2024 Earnings Conference Call and Webcast Details
Penguin Solutions will hold a conference call and webcast to discuss the fourth quarter and full year fiscal
2024 results and related matters today, October 15, 2024, 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 United States or +1-929-526-1599 from
international locations, using the access code 916986. The earnings presentation and a live webcast of the
conference call can be accessed from the Company’s investor relations website (https://ir.penguinsolutions.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 Penguin Solutions; statements
regarding the extent and timing of and expectations regarding Penguin Solutions’ future revenues and expenses;
statements regarding Penguin Solutions’ strategic transformation and priorities; statements regarding long-term
effective tax rates; and statements regarding the business and financial outlook for the next fiscal year
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 our
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 our control,
including but not limited to: global business and economic conditions and growth trends in technology industries
(including trends and markets related to AI), our customer markets and various geographic regions; uncertainties
in the geopolitical environment; the ability to manage our cost structure; disruptions in our operations or
supply chain as a result of global pandemics or otherwise; changes in trade regulations or adverse developments
in international trade relations and agreements; changes in currency exchange rates; overall information
technology spending; appropriations for government spending; the success of our strategic initiatives including
our rebranding and related strategy, any potential collaborations and additional investments in new products and
additional capacity; acquisitions of companies or technologies and the failure to successfully integrate and
operate them or customers’ negative reactions to them; issues, delays or complications in integrating the
operations of Stratus Technologies; 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; our dependence on a select number of customers and the 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, LED
market or other markets in which we participate; changes to applicable tax regimes or rates; changes to the
valuation allowance for our deferred tax assets, including any potential inability to realize these assets in
the future; prices for the end products of our customers; strikes or labor disputes; deterioration in or loss of
relations with any of our 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 our Annual Report on Form 10-K and
Quarterly Reports on Form 10-Q and our 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 our actual results 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 we make in this press release speak only as of
the date of this press release. Except as required by law, we do 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
This press release and the accompanying tables contain the following non-GAAP financial measures: non-GAAP gross
profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income, non-GAAP effective tax
rate, non-GAAP net income, non-GAAP weighted-average shares outstanding, non-GAAP diluted earnings per share and
Adjusted EBITDA. Penguin Solutions management uses these non-GAAP measures to supplement Penguin Solutions’
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 and trademarks/trade names acquired
in connection with business combinations); acquisition-related inventory adjustments; diligence, acquisition and
integration expense; restructure charges; impairment of goodwill; changes in the fair value of contingent
consideration; gains (losses) from changes in currency exchange rates; amortization of debt issuance costs; gain
(loss) on extinguishment or prepayment 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 provision
(benefit); depreciation and amortization expense; share-based compensation expense; acquisition-related
inventory adjustments; diligence, acquisition and integration expense; restructure charges; impairment of
goodwill; changes in the fair value of contingent consideration; gain (loss) on extinguishment or prepayment of
debt and other infrequent or unusual items.
In fiscal 2024, for our non-GAAP reporting, we began to utilize a long-term projected non-GAAP effective tax
rate of 28%, which includes the tax impact of pre-tax non-GAAP adjustments and reflects currently available
information as well as other factors and assumptions. While we expect to use this normalized non-GAAP effective
tax rate through fiscal 2025, this long-term non-GAAP effective tax rate may be subject to change for a variety
of reasons, including the rapidly evolving global tax environment, significant changes in our geographic
earnings mix or changes to our strategy or business operations. Our GAAP effective tax rate can vary
significantly from quarter to quarter based on a variety of factors, including, but not limited to, discrete
items which are recorded in the period they occur, the tax effects of certain items of income or expense,
significant changes in our geographic earnings mix or changes to our strategy or business operations. We are
unable to predict the timing and amounts of these items, which could significantly impact our GAAP effective tax
rate, and therefore we are unable to reconcile our forward-looking non-GAAP effective tax rate measure to our
GAAP effective tax rate.
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 Penguin Solutions’
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 Penguin Solutions
The most exciting technological advancements are also the most challenging for companies to adopt. At Penguin
Solutions, we support our customers in achieving their ambitions across our computing, memory, and LED lines of
business. With our expert skills, experience, and partnerships, we turn our customers’ most complex challenges
into compelling opportunities.
For more information, visit
www.penguinsolutions.com.
|
Penguin Solutions, Inc.
|
|
Consolidated Statements of Operations
|
|
(In thousands, except per share amounts)
|
|
(Unaudited)
|
|
|
|
|
|
|
Three Months Ended
|
|
Year Ended
|
|
|
August 30,
2024
|
|
May 31,
2024
|
|
August 25,
2023
|
|
August 30,
2024
|
|
August 25,
2023
|
|
Net sales:
|
|
|
|
|
|
|
|
|
|
|
Intelligent Platform Solutions
|
$
|
149,355
|
|
|
$
|
144,968
|
|
|
$
|
145,432
|
|
|
$
|
554,552
|
|
|
$
|
749,708
|
|
|
Memory Solutions
|
|
95,832
|
|
|
|
91,629
|
|
|
|
105,181
|
|
|
|
356,426
|
|
|
|
443,264
|
|
|
LED Solutions
|
|
65,961
|
|
|
|
63,983
|
|
|
|
66,045
|
|
|
|
259,818
|
|
|
|
248,278
|
|
|
Total net sales
|
|
311,148
|
|
|
|
300,580
|
|
|
|
316,658
|
|
|
|
1,170,796
|
|
|
|
1,441,250
|
|
|
Cost of sales
|
|
224,062
|
|
|
|
211,674
|
|
|
|
225,073
|
|
|
|
830,020
|
|
|
|
1,026,079
|
|
|
Gross profit
|
|
87,086
|
|
|
|
88,906
|
|
|
|
91,585
|
|
|
|
340,776
|
|
|
|
415,171
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
Research and development
|
|
19,941
|
|
|
|
19,681
|
|
|
|
20,883
|
|
|
|
81,537
|
|
|
|
90,565
|
|
|
Selling, general and administrative
|
|
58,029
|
|
|
|
57,249
|
|
|
|
65,026
|
|
|
|
233,880
|
|
|
|
260,722
|
|
|
Impairment of goodwill
|
|
—
|
|
|
|
—
|
|
|
|
1,534
|
|
|
|
—
|
|
|
|
19,092
|
|
|
Change in fair value of contingent consideration
|
|
—
|
|
|
|
—
|
|
|
|
4,100
|
|
|
|
—
|
|
|
|
29,000
|
|
|
Other operating (income) expense
|
|
325
|
|
|
|
465
|
|
|
|
1,681
|
|
|
|
7,064
|
|
|
|
7,047
|
|
|
Total operating expenses
|
|
78,295
|
|
|
|
77,395
|
|
|
|
93,224
|
|
|
|
322,481
|
|
|
|
406,426
|
|
|
Operating income (loss)
|
|
8,791
|
|
|
|
11,511
|
|
|
|
(1,639
|
)
|
|
|
18,295
|
|
|
|
8,745
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-operating (income) expense:
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
5,403
|
|
|
|
6,167
|
|
|
|
9,183
|
|
|
|
28,378
|
|
|
|
36,421
|
|
|
Other non-operating (income) expense
|
|
20,971
|
|
|
|
441
|
|
|
|
(462
|
)
|
|
|
21,084
|
|
|
|
11,837
|
|
|
Total non-operating (income) expense
|
|
26,374
|
|
|
|
6,608
|
|
|
|
8,721
|
|
|
|
49,462
|
|
|
|
48,258
|
|
|
Income (loss) before taxes
|
|
(17,583
|
)
|
|
|
4,903
|
|
|
|
(10,360
|
)
|
|
|
(31,167
|
)
|
|
|
(39,513
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax provision (benefit)
|
|
6,209
|
|
|
|
(1,323
|
)
|
|
|
(75,890
|
)
|
|
|
10,618
|
|
|
|
(49,203
|
)
|
|
Net income (loss) from continuing operations
|
|
(23,792
|
)
|
|
|
6,226
|
|
|
|
65,530
|
|
|
|
(41,785
|
)
|
|
|
9,690
|
|
|
Net loss from discontinued operations
|
|
—
|
|
|
|
—
|
|
|
|
(205,685
|
)
|
|
|
(8,148
|
)
|
|
|
(195,384
|
)
|
|
Net income (loss)
|
|
(23,792
|
)
|
|
|
6,226
|
|
|
|
(140,155
|
)
|
|
|
(49,933
|
)
|
|
|
(185,694
|
)
|
|
Net income attributable to noncontrolling interest
|
|
755
|
|
|
|
610
|
|
|
|
689
|
|
|
|
2,539
|
|
|
|
1,832
|
|
|
Net income (loss) attributable to Penguin Solutions
|
$
|
(24,547
|
)
|
|
$
|
5,616
|
|
|
$
|
(140,844
|
)
|
|
$
|
(52,472
|
)
|
|
$
|
(187,526
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
$
|
(0.46
|
)
|
|
$
|
0.11
|
|
|
$
|
1.28
|
|
|
$
|
(0.85
|
)
|
|
$
|
0.16
|
|
|
Discontinued operations
|
|
—
|
|
|
|
—
|
|
|
|
(4.05
|
)
|
|
|
(0.15
|
)
|
|
|
(3.94
|
)
|
|
|
$
|
(0.46
|
)
|
|
$
|
0.11
|
|
|
$
|
(2.77
|
)
|
|
$
|
(1.00
|
)
|
|
$
|
(3.78
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
$
|
(0.46
|
)
|
|
$
|
0.10
|
|
|
$
|
1.17
|
|
|
$
|
(0.85
|
)
|
|
$
|
0.15
|
|
|
Discontinued operations
|
|
—
|
|
|
|
—
|
|
|
|
(3.71
|
)
|
|
|
(0.15
|
)
|
|
|
(3.80
|
)
|
|
|
$
|
(0.46
|
)
|
|
$
|
0.10
|
|
|
$
|
(2.54
|
)
|
|
$
|
(1.00
|
)
|
|
$
|
(3.65
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares used in per share calculations:
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
53,071
|
|
|
|
52,570
|
|
|
|
50,807
|
|
|
|
52,428
|
|
|
|
49,566
|
|
|
Diluted
|
|
53,071
|
|
|
|
54,283
|
|
|
|
55,523
|
|
|
|
52,428
|
|
|
|
51,322
|
|
|
Penguin Solutions, Inc.
|
|
Reconciliation of GAAP to Non-GAAP Measures
|
|
(In thousands, except percentages)
|
|
(Unaudited)
|
|
|
|
|
|
|
Three Months Ended
|
|
Year Ended
|
|
|
August 30,
2024
|
|
May 31,
2024
|
|
August 25,
2023
|
|
August 30,
2024
|
|
August 25,
2023
|
|
GAAP gross profit
|
$
|
87,086
|
|
|
$
|
88,906
|
|
|
$
|
91,585
|
|
|
$
|
340,776
|
|
|
$
|
415,171
|
|
|
Share-based compensation expense
|
|
1,847
|
|
|
|
1,760
|
|
|
|
1,789
|
|
|
|
7,113
|
|
|
|
6,334
|
|
|
Amortization of acquisition-related intangibles
|
|
5,909
|
|
|
|
5,909
|
|
|
|
5,876
|
|
|
|
23,656
|
|
|
|
25,661
|
|
|
Flow-through of inventory step up
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,599
|
|
|
Cost of sales-related restructure
|
|
865
|
|
|
|
387
|
|
|
|
1,050
|
|
|
|
2,136
|
|
|
|
6,813
|
|
|
Non-GAAP gross profit
|
$
|
96,007
|
|
|
$
|
96,962
|
|
|
$
|
100,300
|
|
|
$
|
373,981
|
|
|
$
|
456,578
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP gross margin
|
|
28.0
|
%
|
|
|
29.6
|
%
|
|
|
28.9
|
%
|
|
|
29.1
|
%
|
|
|
28.8
|
%
|
|
Effect of adjustments
|
|
2.9
|
%
|
|
|
2.7
|
%
|
|
|
2.8
|
%
|
|
|
2.8
|
%
|
|
|
2.9
|
%
|
|
Non-GAAP gross margin
|
|
30.9
|
%
|
|
|
32.3
|
%
|
|
|
31.7
|
%
|
|
|
31.9
|
%
|
|
|
31.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP operating expenses
|
$
|
78,295
|
|
|
$
|
77,395
|
|
|
$
|
93,224
|
|
|
$
|
322,481
|
|
|
$
|
406,426
|
|
|
Share-based compensation expense
|
|
(8,512
|
)
|
|
|
(9,432
|
)
|
|
|
(7,785
|
)
|
|
|
(36,047
|
)
|
|
|
(32,894
|
)
|
|
Amortization of acquisition-related intangibles
|
|
(3,838
|
)
|
|
|
(3,857
|
)
|
|
|
(5,443
|
)
|
|
|
(15,616
|
)
|
|
|
(18,940
|
)
|
|
Diligence, acquisition and integration expense
|
|
(2,094
|
)
|
|
|
(4
|
)
|
|
|
(2,676
|
)
|
|
|
(8,772
|
)
|
|
|
(20,869
|
)
|
|
Impairment of goodwill
|
|
—
|
|
|
|
—
|
|
|
|
(1,534
|
)
|
|
|
—
|
|
|
|
(19,092
|
)
|
|
Change in fair value of contingent consideration
|
|
—
|
|
|
|
—
|
|
|
|
(4,100
|
)
|
|
|
—
|
|
|
|
(29,000
|
)
|
|
Restructure charge
|
|
(325
|
)
|
|
|
(465
|
)
|
|
|
(1,681
|
)
|
|
|
(7,064
|
)
|
|
|
(7,047
|
)
|
|
Other
|
|
(1,258
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,258
|
)
|
|
|
(1,800
|
)
|
|
Non-GAAP operating expenses
|
$
|
62,268
|
|
|
$
|
63,637
|
|
|
$
|
70,005
|
|
|
$
|
253,724
|
|
|
$
|
276,784
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP operating income (loss)
|
$
|
8,791
|
|
|
$
|
11,511
|
|
|
$
|
(1,639
|
)
|
|
$
|
18,295
|
|
|
$
|
8,745
|
|
|
Share-based compensation expense
|
|
10,359
|
|
|
|
11,192
|
|
|
|
9,574
|
|
|
|
43,160
|
|
|
|
39,228
|
|
|
Amortization of acquisition-related intangibles
|
|
9,747
|
|
|
|
9,766
|
|
|
|
11,319
|
|
|
|
39,272
|
|
|
|
44,601
|
|
|
Flow-through of inventory step up
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,599
|
|
|
Cost of sales-related restructure
|
|
865
|
|
|
|
387
|
|
|
|
1,050
|
|
|
|
2,136
|
|
|
|
6,813
|
|
|
Diligence, acquisition and integration expense
|
|
2,094
|
|
|
|
4
|
|
|
|
2,676
|
|
|
|
8,772
|
|
|
|
20,869
|
|
|
Impairment of goodwill
|
|
—
|
|
|
|
—
|
|
|
|
1,534
|
|
|
|
—
|
|
|
|
19,092
|
|
|
Change in fair value of contingent consideration
|
|
—
|
|
|
|
—
|
|
|
|
4,100
|
|
|
|
—
|
|
|
|
29,000
|
|
|
Restructure charge
|
|
325
|
|
|
|
465
|
|
|
|
1,681
|
|
|
|
7,064
|
|
|
|
7,047
|
|
|
Other
|
|
1,558
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,558
|
|
|
|
1,800
|
|
|
Non-GAAP operating income
|
$
|
33,739
|
|
|
$
|
33,325
|
|
|
$
|
30,295
|
|
|
$
|
120,257
|
|
|
$
|
179,794
|
|
|
Penguin Solutions, Inc.
|
|
Reconciliation of GAAP to Non-GAAP Measures
|
|
(In thousands, except per share amounts)
|
|
(Unaudited)
|
|
|
|
|
|
|
Three Months Ended
|
|
Year Ended
|
|
|
August 30,
2024
|
|
May 31,
2024
|
|
August 25,
2023
|
|
August 30,
2024
|
|
August 25,
2023
|
|
GAAP net income (loss) attributable to Penguin Solutions
|
$
|
(24,547
|
)
|
|
$
|
5,616
|
|
|
$
|
64,841
|
|
|
$
|
(44,324
|
)
|
|
$
|
7,858
|
|
|
Share-based compensation expense
|
|
10,359
|
|
|
|
11,192
|
|
|
|
9,574
|
|
|
|
43,160
|
|
|
|
39,228
|
|
|
Amortization of acquisition-related intangibles
|
|
9,747
|
|
|
|
9,766
|
|
|
|
11,319
|
|
|
|
39,272
|
|
|
|
44,601
|
|
|
Flow-through of inventory step up
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,599
|
|
|
Cost of sales-related restructure
|
|
865
|
|
|
|
387
|
|
|
|
1,050
|
|
|
|
2,136
|
|
|
|
6,813
|
|
|
Diligence, acquisition and integration expense
|
|
2,094
|
|
|
|
4
|
|
|
|
2,676
|
|
|
|
8,772
|
|
|
|
20,869
|
|
|
Impairment of goodwill
|
|
—
|
|
|
|
—
|
|
|
|
1,534
|
|
|
|
—
|
|
|
|
19,092
|
|
|
Change in fair value of contingent consideration
|
|
—
|
|
|
|
—
|
|
|
|
4,100
|
|
|
|
—
|
|
|
|
29,000
|
|
|
Restructure charge
|
|
325
|
|
|
|
465
|
|
|
|
1,681
|
|
|
|
7,064
|
|
|
|
7,047
|
|
|
Amortization of debt issuance costs
|
|
897
|
|
|
|
817
|
|
|
|
1,010
|
|
|
|
3,724
|
|
|
|
4,064
|
|
|
Loss (gain) on extinguishment or prepayment of debt
|
|
21,646
|
|
|
|
792
|
|
|
|
—
|
|
|
|
22,763
|
|
|
|
15,924
|
|
|
Foreign currency (gains) losses
|
|
(1,072
|
)
|
|
|
606
|
|
|
|
(276
|
)
|
|
|
(830
|
)
|
|
|
(221
|
)
|
|
Other
|
|
1,558
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,558
|
|
|
|
1,800
|
|
|
Income tax effects
|
|
(1,865
|
)
|
|
|
(9,424
|
)
|
|
|
(79,103
|
)
|
|
|
(16,388
|
)
|
|
|
(70,993
|
)
|
|
Non-GAAP net income attributable to Penguin Solutions
|
$
|
20,007
|
|
|
$
|
20,221
|
|
|
$
|
18,406
|
|
|
$
|
66,907
|
|
|
$
|
127,681
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares outstanding - Diluted:
|
|
|
|
|
|
|
|
|
|
|
GAAP weighted-average shares outstanding
|
|
53,071
|
|
|
|
54,283
|
|
|
|
55,523
|
|
|
|
52,428
|
|
|
|
51,322
|
|
|
Adjustment for dilutive securities and capped calls
|
|
1,434
|
|
|
|
(333
|
)
|
|
|
(2,233
|
)
|
|
|
1,268
|
|
|
|
(558
|
)
|
|
Non-GAAP weighted-average shares outstanding
|
|
54,505
|
|
|
|
53,950
|
|
|
|
53,290
|
|
|
|
53,696
|
|
|
|
50,764
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share from continuing operations:
|
|
|
|
|
|
|
|
|
|
|
GAAP diluted earnings (loss) per share
|
$
|
(0.46
|
)
|
|
$
|
0.10
|
|
|
$
|
1.17
|
|
|
$
|
(0.85
|
)
|
|
$
|
0.15
|
|
|
Effect of adjustments
|
|
0.83
|
|
|
|
0.27
|
|
|
|
(0.82
|
)
|
|
|
2.10
|
|
|
|
2.37
|
|
|
Non-GAAP diluted earnings per share
|
$
|
0.37
|
|
|
$
|
0.37
|
|
|
$
|
0.35
|
|
|
$
|
1.25
|
|
|
$
|
2.52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to Penguin Solutions
|
$
|
(24,547
|
)
|
|
$
|
5,616
|
|
|
$
|
64,841
|
|
|
$
|
(44,324
|
)
|
|
$
|
7,858
|
|
|
Interest expense, net
|
|
5,403
|
|
|
|
6,167
|
|
|
|
9,183
|
|
|
|
28,378
|
|
|
|
36,421
|
|
|
Income tax provision (benefit)
|
|
6,209
|
|
|
|
(1,323
|
)
|
|
|
(75,890
|
)
|
|
|
10,618
|
|
|
|
(49,203
|
)
|
|
Depreciation expense and amortization of intangible assets
|
|
15,381
|
|
|
|
15,525
|
|
|
|
18,830
|
|
|
|
65,716
|
|
|
|
71,632
|
|
|
Share-based compensation expense
|
|
10,359
|
|
|
|
11,192
|
|
|
|
9,574
|
|
|
|
43,160
|
|
|
|
39,228
|
|
|
Flow-through of inventory step up
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,599
|
|
|
Cost of sales-related restructure
|
|
865
|
|
|
|
387
|
|
|
|
1,050
|
|
|
|
2,136
|
|
|
|
6,813
|
|
|
Diligence, acquisition and integration expense
|
|
2,094
|
|
|
|
4
|
|
|
|
2,676
|
|
|
|
8,772
|
|
|
|
20,869
|
|
|
Impairment of goodwill
|
|
—
|
|
|
|
—
|
|
|
|
1,534
|
|
|
|
—
|
|
|
|
19,092
|
|
|
Change in fair value of contingent consideration
|
|
—
|
|
|
|
—
|
|
|
|
4,100
|
|
|
|
—
|
|
|
|
29,000
|
|
|
Restructure charge
|
|
325
|
|
|
|
465
|
|
|
|
1,681
|
|
|
|
7,064
|
|
|
|
7,047
|
|
|
Loss on extinguishment of debt
|
|
21,646
|
|
|
|
792
|
|
|
|
—
|
|
|
|
22,763
|
|
|
|
15,924
|
|
|
Other
|
|
1,558
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,558
|
|
|
|
1,800
|
|
|
Adjusted EBITDA
|
$
|
39,293
|
|
|
$
|
38,825
|
|
|
$
|
37,579
|
|
|
$
|
145,841
|
|
|
$
|
209,080
|
|
|
Penguin Solutions, Inc.
|
|
Consolidated Balance Sheets
|
|
(In thousands)
|
|
(Unaudited)
|
|
|
|
|
|
As of
|
August 30,
2024
|
|
August 25,
2023
|
|
Assets
|
|
|
|
|
Cash and cash equivalents
|
$
|
383,147
|
|
|
$
|
365,563
|
|
|
Short-term investments
|
|
6,337
|
|
|
|
25,251
|
|
|
Accounts receivable, net
|
|
251,743
|
|
|
|
219,247
|
|
|
Inventories
|
|
151,213
|
|
|
|
174,977
|
|
|
Other current assets
|
|
75,264
|
|
|
|
51,790
|
|
|
Current assets of discontinued operations
|
|
—
|
|
|
|
70,574
|
|
|
Total current assets
|
|
867,704
|
|
|
|
907,402
|
|
|
Property and equipment, net
|
|
106,548
|
|
|
|
118,734
|
|
|
Operating lease right-of-use assets
|
|
60,349
|
|
|
|
68,444
|
|
|
Intangible assets, net
|
|
121,454
|
|
|
|
160,185
|
|
|
Goodwill
|
|
161,958
|
|
|
|
161,958
|
|
|
Deferred tax assets
|
|
85,078
|
|
|
|
74,085
|
|
|
Other noncurrent assets
|
|
71,415
|
|
|
|
15,150
|
|
|
Total assets
|
$
|
1,474,506
|
|
|
$
|
1,505,958
|
|
|
|
|
|
|
|
Liabilities and Equity
|
|
|
|
|
Accounts payable and accrued expenses
|
$
|
219,090
|
|
|
$
|
182,035
|
|
|
Current debt
|
|
—
|
|
|
|
35,618
|
|
|
Deferred revenue
|
|
63,954
|
|
|
|
48,096
|
|
|
Other current liabilities
|
|
44,552
|
|
|
|
32,731
|
|
|
Acquisition-related contingent consideration
|
|
—
|
|
|
|
50,000
|
|
|
Current liabilities of discontinued operations
|
|
—
|
|
|
|
77,770
|
|
|
Total current liabilities
|
|
327,596
|
|
|
|
426,250
|
|
|
Long-term debt
|
|
657,347
|
|
|
|
754,820
|
|
|
Noncurrent operating lease liabilities
|
|
60,542
|
|
|
|
66,407
|
|
|
Other noncurrent liabilities
|
|
29,813
|
|
|
|
29,248
|
|
|
Total liabilities
|
|
1,075,298
|
|
|
|
1,276,725
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
Penguin Solutions shareholders’ equity:
|
|
|
|
|
Preferred shares
|
|
—
|
|
|
|
—
|
|
|
Ordinary shares
|
|
1,807
|
|
|
|
1,726
|
|
|
Additional paid-in capital
|
|
513,335
|
|
|
|
476,703
|
|
|
Retained earnings
|
|
29,985
|
|
|
|
82,457
|
|
|
Treasury shares
|
|
(153,756
|
)
|
|
|
(132,447
|
)
|
|
Accumulated other comprehensive income (loss)
|
|
10
|
|
|
|
(205,964
|
)
|
|
Total Penguin Solutions shareholders’ equity
|
|
391,381
|
|
|
|
222,475
|
|
|
Noncontrolling interest in subsidiary
|
|
7,827
|
|
|
|
6,758
|
|
|
Total equity
|
|
399,208
|
|
|
|
229,233
|
|
|
Total liabilities and equity
|
$
|
1,474,506
|
|
|
$
|
1,505,958
|
|
|
Penguin Solutions, Inc.
|
|
Consolidated Statements of Cash Flows
|
|
(In thousands)
|
|
(Unaudited)
|
|
|
|
|
|
|
Three Months Ended
|
|
Year Ended
|
|
|
August 30,
2024
|
|
May 31,
2024
|
|
August 25,
2023
|
|
August 30,
2024
|
|
August 25,
2023
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
$
|
(23,792
|
)
|
|
$
|
6,226
|
|
|
$
|
(140,155
|
)
|
|
$
|
(49,933
|
)
|
|
$
|
(185,694
|
)
|
|
Net income (loss) from discontinued operations
|
|
—
|
|
|
|
—
|
|
|
|
(205,685
|
)
|
|
|
(8,148
|
)
|
|
|
(195,384
|
)
|
|
Net income (loss) from continuing operations
|
|
(23,792
|
)
|
|
|
6,226
|
|
|
|
65,530
|
|
|
|
(41,785
|
)
|
|
|
9,690
|
|
|
Adjustments to reconcile net income (loss) from continuing operations to cash provided by (used
for) operating activities
|
|
|
|
|
|
|
|
|
|
|
Depreciation expense and amortization of intangible assets
|
|
15,381
|
|
|
|
15,525
|
|
|
|
18,830
|
|
|
|
65,716
|
|
|
|
71,632
|
|
|
Amortization of debt issuance costs
|
|
897
|
|
|
|
817
|
|
|
|
1,010
|
|
|
|
3,724
|
|
|
|
4,064
|
|
|
Share-based compensation expense
|
|
10,359
|
|
|
|
11,192
|
|
|
|
9,574
|
|
|
|
43,160
|
|
|
|
39,228
|
|
|
Impairment of goodwill
|
|
—
|
|
|
|
—
|
|
|
|
1,534
|
|
|
|
—
|
|
|
|
19,092
|
|
|
Change in fair value of contingent consideration
|
|
—
|
|
|
|
—
|
|
|
|
4,100
|
|
|
|
—
|
|
|
|
29,000
|
|
|
Loss on extinguishment or prepayment of debt
|
|
21,646
|
|
|
|
792
|
|
|
|
—
|
|
|
|
22,763
|
|
|
|
15,924
|
|
|
Deferred income taxes, net
|
|
(7,396
|
)
|
|
|
(3,840
|
)
|
|
|
(65,228
|
)
|
|
|
(11,042
|
)
|
|
|
(63,603
|
)
|
|
Other
|
|
83
|
|
|
|
(3,228
|
)
|
|
|
701
|
|
|
|
(2,689
|
)
|
|
|
4,008
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
(39,901
|
)
|
|
|
(42,124
|
)
|
|
|
3,007
|
|
|
|
(32,495
|
)
|
|
|
162,515
|
|
|
Inventories
|
|
26,086
|
|
|
|
(4,535
|
)
|
|
|
28,564
|
|
|
|
23,765
|
|
|
|
95,217
|
|
|
Other assets
|
|
14,801
|
|
|
|
15,424
|
|
|
|
(290
|
)
|
|
|
9,098
|
|
|
|
6,767
|
|
|
Accounts payable and accrued expenses and other liabilities
|
|
(30,320
|
)
|
|
|
83,632
|
|
|
|
(29,776
|
)
|
|
|
54,306
|
|
|
|
(256,133
|
)
|
|
Payment of acquisition-related contingent consideration
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(29,000
|
)
|
|
|
(73,724
|
)
|
|
Net cash provided by (used for) operating activities from continuing operations
|
|
(12,156
|
)
|
|
|
79,881
|
|
|
|
37,556
|
|
|
|
105,521
|
|
|
|
63,677
|
|
|
Net cash provided by (used for) operating activities from discontinued operations
|
|
—
|
|
|
|
(101
|
)
|
|
|
(757
|
)
|
|
|
(28,336
|
)
|
|
|
40,710
|
|
|
Net cash provided by (used for) operating activities
|
|
(12,156
|
)
|
|
|
79,780
|
|
|
|
36,799
|
|
|
|
77,185
|
|
|
|
104,387
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures and deposits on equipment
|
|
(5,795
|
)
|
|
|
(3,777
|
)
|
|
|
(7,747
|
)
|
|
|
(19,424
|
)
|
|
|
(39,421
|
)
|
|
Acquisition of business, net of cash acquired
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(213,073
|
)
|
|
Proceeds from maturities of investment securities
|
|
7,525
|
|
|
|
9,915
|
|
|
|
—
|
|
|
|
39,395
|
|
|
|
—
|
|
|
Purchases of held-to-maturity investment securities
|
|
—
|
|
|
|
—
|
|
|
|
(25,015
|
)
|
|
|
(19,503
|
)
|
|
|
(25,015
|
)
|
|
Purchases of non-marketable investments
|
|
(10,000
|
)
|
|
|
(1,000
|
)
|
|
|
(4,150
|
)
|
|
|
(11,000
|
)
|
|
|
(4,150
|
)
|
|
Other
|
|
(8
|
)
|
|
|
(518
|
)
|
|
|
(195
|
)
|
|
|
(1,272
|
)
|
|
|
475
|
|
|
Net cash provided by (used for) investing activities from continuing operations
|
|
(8,278
|
)
|
|
|
4,620
|
|
|
|
(37,107
|
)
|
|
|
(11,804
|
)
|
|
|
(281,184
|
)
|
|
Net cash provided by (used for) investing activities from discontinued operations
|
|
—
|
|
|
|
451
|
|
|
|
(11,640
|
)
|
|
|
119,389
|
|
|
|
(17,385
|
)
|
|
Net cash provided by (used for) investing activities
|
$
|
(8,278
|
)
|
|
$
|
5,071
|
|
|
$
|
(48,747
|
)
|
|
$
|
107,585
|
|
|
$
|
(298,569
|
)
|
|
Penguin Solutions, Inc.
|
|
Consolidated Statements of Cash Flows, Continued
|
|
(In thousands)
|
|
(Unaudited)
|
|
|
|
|
|
|
Three Months Ended
|
|
Year Ended
|
|
|
August 30,
2024
|
|
May 31,
2024
|
|
August 25,
2023
|
|
August 30,
2024
|
|
August 25,
2023
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
Repayments of debt
|
$
|
(224,703
|
)
|
|
$
|
(75,000
|
)
|
|
$
|
(7,212
|
)
|
|
$
|
(351,337
|
)
|
|
$
|
(21,634
|
)
|
|
Payments to acquire ordinary shares
|
|
(3,318
|
)
|
|
|
(2,129
|
)
|
|
|
(7,788
|
)
|
|
|
(21,309
|
)
|
|
|
(24,671
|
)
|
|
Payment of acquisition-related contingent consideration
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(21,000
|
)
|
|
|
(28,100
|
)
|
|
Net cash paid for settlement and purchase of capped calls
|
|
(16,300
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
(16,300
|
)
|
|
|
(4,304
|
)
|
|
Distribution to noncontrolling interest
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,470
|
)
|
|
|
(2,009
|
)
|
|
Repayments of borrowings under line of credit
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Proceeds from debt
|
|
192,694
|
|
|
|
—
|
|
|
|
—
|
|
|
|
192,694
|
|
|
|
295,287
|
|
|
Proceeds from issuance of ordinary shares
|
|
1,745
|
|
|
|
3,817
|
|
|
|
34,615
|
|
|
|
9,809
|
|
|
|
43,045
|
|
|
Proceeds from borrowing under line of credit
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Payment of premium in connection with convertible note exchange
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(14,141
|
)
|
|
Other
|
|
2
|
|
|
|
(1
|
)
|
|
|
(487
|
)
|
|
|
(582
|
)
|
|
|
(6,252
|
)
|
|
Net cash provided by (used for) financing activities from continuing operations
|
|
(49,880
|
)
|
|
|
(73,313
|
)
|
|
|
19,128
|
|
|
|
(209,495
|
)
|
|
|
237,221
|
|
|
Net cash used for financing activities from discontinued operations
|
|
—
|
|
|
|
—
|
|
|
|
(426
|
)
|
|
|
(606
|
)
|
|
|
(805
|
)
|
|
Net cash provided by (used for) financing activities
|
|
(49,880
|
)
|
|
|
(73,313
|
)
|
|
|
18,702
|
|
|
|
(210,101
|
)
|
|
|
236,416
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of changes in currency exchange rates
|
|
—
|
|
|
|
(76
|
)
|
|
|
2,035
|
|
|
|
(1,256
|
)
|
|
|
4,765
|
|
|
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
(70,314
|
)
|
|
|
11,462
|
|
|
|
8,789
|
|
|
|
(26,587
|
)
|
|
|
46,999
|
|
|
Cash, cash equivalents and restricted cash at beginning of period
|
|
453,791
|
|
|
|
442,329
|
|
|
|
401,275
|
|
|
|
410,064
|
|
|
|
363,065
|
|
|
Cash, cash equivalents and restricted cash at end of period
|
$
|
383,477
|
|
|
$
|
453,791
|
|
|
$
|
410,064
|
|
|
$
|
383,477
|
|
|
$
|
410,064
|
|
Source: Penguin Solutions, Inc.