Good day and thank you for standing by. Welcome to the SGH Fourth Quarter and Full-Year Fiscal 2021 Results 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. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Suzanne Schmidt, Investor Relations. Please go ahead.

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 2021 results. Joining me on the call today are Mark Adams, Chief Executive Officer; Jack Pacheco, Chief Operating Officer; and Ken Rizvi, Chief Financial Officer. We open the webcast today with a corporate video that highlights our newly launched SGH brand. To learn more about our new identity visit sghcorp.com. In addition, you can find the accompanying slide presentation and earnings press release for this call on this new website. We encourage you to go to this site 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 remind everyone to read the forward-looking statements information that we have included in the earnings press release and the earnings call presentation. Please note that certain of these statements made today may constitute forward-looking statements and that these statements are our present expectations and that actual events or results may differ materially. We 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 GAAP to non-GAAP measures is included in today’s press release. We will begin the call with CEO, Mark Adams, who will provide a business update and then Ken Rizvi, CFO, will review the financials and forward guidance, after which we will take questions. Mark?

Thank you, Suzanne, and to all of you for joining us today. I am pleased to report that we completed fiscal 2021 with outstanding fourth quarter results and are entering fiscal 2022 with strong momentum. In many ways, fiscal 2021 was a milestone year for SGH. We closed the acquisition of Cree LED and with that we organized the company into three lines of business: Intelligent Platform Solutions under the Penguin brand, Memory Solutions under the SMART Modular brand, and LED Solutions under the Cree LED brand. Our three businesses share a common operating model, in that they all deliver custom solutions that address the requirements of the niche markets they serve, leveraging core capabilities in engineering, manufacturing, managed services and quality. I couldn’t be more proud of our team that in a year of unprecedented macro challenges, from the COVID pandemic to microelectronic supply chain constraints, our businesses rose to the challenge and were able to deliver outstanding results. Let me share a few highlights from the fourth quarter and our fiscal year 2021. Total revenue was $1.5 billion in fiscal 2021, an increase of 34% year-over-year. Non-GAAP gross margins reached 22%, up 240 basis points from the prior year. And in Q4 we reported gross margins of 26.4%. We achieved a more diversified mix of business with Memory Solutions accounting for just 53% of Q4 revenue, down from 77% in the prior year same quarter. Each of our individual businesses achieved outstanding results from record revenues at Penguin to new customer wins in new vertical markets at SMART Modular to significant gross margin expansion at Cree LED. On the governance side, in the midst of our long-time largest shareholder Silver Lake divesting of their ownership position, we appointed Sandeep Nayyar as Lead Independent Director on the Board. In addition, with the recent announcement of Penny Herscher joining SGH's Board, we are reinforcing the company's commitment to greater independence, diversity and public company board experience. We've also made great progress on our ESG initiatives and released our inaugural ESG report for 2020 highlighting what we've accomplished to date and our long-term commitment to creating a sustainable future. And as some of you may have noticed, we've launched our new SGH brand and website to more accurately reflect our mission of powering growth and expanding possibilities in everything we do. We made great progress in the execution of our growth and diversification strategy in 2021 and believe our go-forward investment thesis is compelling. We have built an outstanding leadership team and we are well positioned across each of our lines of business by driving innovation in the specialty markets we serve. We are pleased by the progress to date, but even more excited by the tremendous opportunities for profitable growth that lie ahead. I will now provide some more details of our Q4 performance from each line of business. Starting with Intelligent Platform Solutions Group or IPS, which turned in another strong quarter in record revenue of approximately $98 million, 46% higher than the same quarter a year ago. Gross margins were up sequentially due primarily to a higher mix of managed services. As a reminder, we previously discussed the potential variability of IPS revenues and gross margin percentages due to the timing of deployments quarter-over-quarter. The IPS team continues to make progress on its managed service growth initiatives with total software and managed services revenue growing by 40% in Q4 fiscal 2021 versus Q4 of last year. Turning to customer highlights. We received two awards from the Department of Defense High Performance Computing Modernization program totaling $68 million for the Navy and Air Force supercomputing resource centers. For both awards we will deliver Penguin Computing's TrueHPC platform plus managed services and high performance storage. TrueHPC systems are complete solutions equipped with the most advanced processing technology coupled with the latest Memory Solutions making them ideal for HPC simulation applications and technical research. Our systems will be among the most powerful supercomputers in the DoD's portfolio. This win is an example of the progress we continue to make in expanding our engagements with existing and new customers in the federal, ultra-scale, financial and oil and gas sectors. In Q4 Penguin Computing released major updates to Scyld Clusterware, Scyld Cloud Manager, and Scyld Cloud Workstation software solutions. These software enhancements focus on performance scaling and security to deploy and manage complex HPC solutions. We are seeing customer demand continue to grow with a bias towards complete solutions. IPS is well positioned to meet this demand with our hardware and software expertise, 20 years of experience in HPC and AI, and our cloud and service offerings. We are excited about the solid performance of IPS and continue to strengthen our new business funnel to drive more growth potential going forward. In our Memory Solutions Group revenue grew by 7% Q4 fiscal 2021 versus Q4 fiscal 2020 to reach $247 million. Excluding the impact due to the customer revenue reclassification from a gross to net basis that we discussed on the Q3 call, revenues would have been up approximately 23% from a year-ago quarter on an apples-to-apples basis. The team continues to make progress expanding our customer base and developing new vertical market solutions. One such success is the work we are doing for a large hyperscale datacenter customer where memory requirements are becoming more critical to overall system performance. The specific design requirements from large datacenter companies play to our strength stemming from our long history of developing highly-focused, engineering-driven and application-specific solutions. In this instance, we delivered a high-performance accelerator card that provides memory expansion and offloads selected algorithms from any host CPU by moving the compute processing near the data, enabling parallel execution with very low latency. We continue to invest in new memory-based products and technology. In Q4 we delivered first samples of memory modules based on the new CCIX standard to a leading server manufacturer. CCIX is an emerging standard that improves performance by offloading certain compute functions to the memory module. The CCIX module is designed for emerging applications such as AI and machine learning. In our Brazil business, we successfully concluded our internal Gen-4 SSD qualification and began our Gen-5 SSD qualification process. In addition, we launched our high-density uMCP solution for 5G smartphones, which is our first product in Brazil utilizing the UFS interface for lower power and greater storage capacity. Now turning to our LED Solutions Group which had an outstanding quarter. Revenues grew to $123 million in Q4.

Yes, one moment. One moment, I am going to figure that out, give me just one second please.

Thank you.

We apologize for the delay, please stand by.

Operator, we're going to go ahead and continue from this point on in the LED section. Mark, go ahead.

Thank you for your patience. I had just started to talk about our LED Solutions Group, which had an outstanding quarter. Revenues grew to $123 million in Q4 in what is historically a strong quarter for the LED business. Gross margins were higher in the quarter as we were able to both meet the increased demand in the specialty markets we serve as well as advance on the execution of our manufacturing transformation, moving from silicon carbide to sapphire wafers and from a captive manufacturing model to an outsourced capital-light model. Cree LED's technology portfolio is a key competitive advantage. Our focus on the high-performance and specialized portions of the LED market, including the high and mid-power general lighting segment, video and specialty lighting segments reinforces our market leadership position. We are investing in new technology areas where tomorrow's growth will come from. Examples of the emerging trends we are following include improving lumen density, human-centric or natural lighting, and UV-C LEDs for disinfection and purification. On the product front, the team continues to deliver innovative application-optimized LEDs enabling a variety of lighting designs while achieving the best system value. Recent highlights of these efforts include: the launch of our third generation Extreme High Power, or XHP, products with improved optical performance; the introduction of our brighter XPG3 White S line products, which are optimized for directional, high-lumen lighting applications such as roadway and horticulture; and the expansion of our J-series line to deliver application-specific horticulture and architectural solutions. As this is our first full quarter of Cree LED as part of SGH, I would like to congratulate Claude, his team and all of the Cree LED employees worldwide on these great results. The complexity of a carve-out acquisition, while in the midst of a transformation in manufacturing at the scale we are talking about, makes their performance even more impressive. In closing, fiscal 2021 was indeed a milestone year for SGH. Our top line grew both in our existing businesses and our recently acquired Cree LED business. Our gross margins improved dramatically with contributions from each of our businesses. We also demonstrated good financial discipline at the operating expense level; all of which led to outstanding bottom-line results. As strong as fiscal year 2021 was in terms of overall performance, we are even more excited about fiscal year 2022. We are developing and attracting outstanding talent. We are investing in new capabilities to provide more value for our customers. And we are targeting high-growth market segments such as AI, machine learning, data analytics, in-memory compute, edge computing and advanced LED lighting technologies. Clearly, our future at SGH is bright. At this time, I’ll hand it over to Ken for a more detailed review of the financials and our guidance for next quarter. Ken?

Thanks Mark. We exited the year with another strong quarter of results as well as a great year of overall performance. As Mark mentioned earlier, we have focused on three businesses: our Intelligent Platform Solutions Group, our Memory Solutions Group and our LED Solutions Group. As of our fiscal year-end and going forward, we will be reporting along these three segments externally at both the revenue and operating income level and will be providing our gross margins at the overall SGH level only. The fourth fiscal quarter of 2021 demonstrates how our strategy is continuing to play out with strong performance across all three of our businesses. Now turning to our fiscal 2021 and fourth quarter results. I will focus my comments on our non-GAAP results, which are reconciled to GAAP in our press release tables. As Mark mentioned earlier, we reported a strong year of performance in our fiscal year ending August of 2021. Revenues for fiscal 2021 were up approximately 34% to a record $1.5 billion, driven by strong performance across all of our businesses. Intelligent Platform Solutions grew by approximately 30% on a year-over-year basis to a record $345 million. Memory Solutions grew by approximately 9% on a year-over-year basis to $932 million and in addition our LED Solutions Group contributed approximately $225 million in sales during our fiscal 2021. Non-GAAP gross margin in fiscal 2021 was up approximately 240 basis points to 22.2% from prior year non-GAAP gross margin of 19.8% driven by our accretive LED solutions acquisition and IPS. For fiscal 2021 our non-GAAP diluted earnings per share was $5.22, up from $2.59 in fiscal 2020 and adjusted EBITDA was $188 million, up approximately 80% from $104 million in fiscal 2020. Now let me turn to our fourth quarter results. We reported another strong quarter in the fourth quarter with all key metrics above the midpoint of our guidance range. Net sales for the fourth quarter were approximately $468 million, a record for the company and an increase of 57% year-over-year from the fourth quarter of 2020 and up 7% sequentially. In addition, non-GAAP gross margin came in at a record 26.4%. Non-GAAP diluted earnings per share was a record $2.16 for the fourth quarter, both above our guidance. Turning to our non-GAAP operating highlights. On a year-over-year basis, total SGH revenues grew by approximately 57% in the fourth quarter, helped by the incorporation of Cree LED into SGH, which added approximately $123 million of sales in the quarter. Excluding Cree LED, our revenues grew by approximately 16% on a year-over-year basis, mainly driven by IPS which grew by 46% and Memory Solutions which grew by 7%. For the fourth quarter, IPS has record revenues of approximately $98 million, a record for that business. As we have discussed in our previous earnings calls, the IPS business will continue to have quarter-to-quarter variability in revenues and gross margins based on the timing of hardware, software, and managed services in any given quarter. Our Memory Solutions Group had revenues of approximately $247 million in the fourth quarter. Revenues grew primarily from the continued growth of our specialty memory business. Our LED Solutions Group had revenues of approximately $123 million in the fourth quarter. This growth was driven by strong overall demand for our high power products as well as the benefit of an additional week for the LED business versus the 12 weeks in the third quarter. In the fourth quarter, we were also able to replenish the channel to a more normal level as some of our supply constraints eased. As we head into the first quarter of fiscal 2022, we anticipate revenues for LED solutions to come down sequentially. We continue to migrate towards a fab-light structure, enabling a more flexible operational model to better manage fluctuations of demand and supply. As discussed at our Analyst Day, we continue to expect this business to grow at a mid-single-digit CAGR on a long-term basis, but anticipate some seasonality and variability quarter-to-quarter. Non-GAAP gross margin for the fourth quarter was a record 26.4%, up from the 21.9% in the prior quarter and up from 19.5% in the fourth quarter of 2020. Gross margins for SGH were helped by stronger margin performance from the LED Solutions Group, as well as IPS, which benefited from higher margin software and managed services mix in the fourth quarter. As we have discussed in the past, our IPS business will have variability in its gross margin profile quarter-to-quarter, based on the mix of hardware, software and services revenue. In addition, in the fourth quarter, we did have a one-time benefit to gross margin within LED solutions related to the sale of previously reserved parts. Operating expenses for the fourth quarter were approximately $57 million, up from $29.4 million in the fourth quarter of 2020. Operating expenses were up due to the inclusion of LED Solutions, continued investments in IPS, as well as an increase in bonus accrual in the fourth quarter of 2021. In addition, operating expenses benefited from approximately $7.8 million in financial credits in Brazil. This helped offset our Brazil R&D spending, which is required to realize this credit. As discussed during our last earnings call, the current law related to these specific financial credits is expected to expire in the beginning of calendar year 2022. Non-GAAP diluted earnings per share for the fourth quarter of 2021 was $2.16 per share compared with $1.39 per share in the third quarter and up 163% from $0.82 per share in the fourth quarter of 2020. Adjusted EBITDA for the fourth quarter of 2021 was $75.9 million or approximately 16% of sales compared to $33 million or approximately 11% of sales in the fourth quarter of 2020. Our breakdown of net sales by end markets for the fourth fiscal quarter of 2021 was as follows. Mobile and PCs was 23%, network and telecom 11%, servers and storage 12%, AI, data analytics and machine learning 13%, advanced lighting 26% and industrial defense and other at 15%. Now turning to working capital. Our net accounts receivable totaled $313.4 million compared with $274.9 million last quarter. Day sales outstanding came in at 39 days flat with the last quarter on a days basis. Inventory totaled $363.6 million at the end of the fourth quarter compared with $289 million at the end of the prior quarter. This growth was driven by additional inventory for our Memory Solutions Group, including our supply chain business, where we are not the risk taker for the inventory purchase on behalf of our customers. In addition, we built up inventory for our IPS business in the fourth quarter to support shipments early in our fiscal first quarter of 2022. Inventory turns were 6.8 times in the fourth quarter versus 7.7 times in the prior quarter. And consistent with past practice accounts receivable days outstanding and inventory turnover are calculated on a gross sales and cost of goods sold basis, which were $738.5 million and $620.7 million respectively for the fourth quarter. As a reminder, the difference between gross revenue and net sales is related to our supply chain services business which is accounted for on an agency basis, meaning that we only recognize as net sales the net profit on a supply chain services transaction. Cash and equivalents totaled $223 million at the end of the fourth quarter, which was $34 million higher than our previous quarter. Fourth quarter cash flow from operations totaled $48 million compared with $49.3 million in the prior quarter. For fiscal 2021 cash flow from operations totaled $153.4 million. For those of you tracking CapEx and depreciation, CapEx was $47.6 million for the year and $7.6 million for the quarter and depreciation was $9.4 million for the quarter. And now turning to our fiscal first quarter 2022 guidance. We expect our net sales for the first quarter of 2022 will range from approximately $440 million to $480 million. Our GAAP gross margin for the first fiscal quarter of 2022 is expected to be between 24% and 26%. Non-GAAP gross margin for the first quarter of 2022 is expected to be approximately 25% to 27% as we expect a higher mix of software and maintenance services related to our IPS business which is expected to help SGH's overall gross margins for the quarter. Our non-GAAP operating expenses are expected to be in the range of $54 million to $59 million in the first quarter of 2022. GAAP diluted earnings per share is expected to be approximately $1.20 plus or minus $0.20. On a non-GAAP basis, excluding share-based compensation expense, intangible asset amortization expense, convertible debt discounts and other adjustments, we expect non-GAAP diluted earnings per share to be approximately $2 plus or minus $0.20. Cash capital expenditures for the first fiscal quarter are expected to be in the range of $10 million to $12 million. Cash capital expenditures for fiscal 2022 is expected to be approximately $60 million to $65 million and includes approximately $10 million to $15 million of integration-related capital expenditures for LED Solutions. Our GAAP diluted share count for the first fiscal quarter of 2022 is expected to be approximately 27 million shares based on our current stock price. Our non-GAAP diluted share count for the first quarter of fiscal 2022 is expected to be approximately 26 million shares as it includes the benefit of our convertible note capped calls. Our forecast for the first fiscal quarter is based on the current environment which contemplates the constraints in the global supply chain. Please refer to the non-GAAP financial information section in the reconciliation of GAAP results to non-GAAP financial measures and the reconciliation of GAAP net income to adjusted EBITDA tables in our earnings release for further details. Now let me turn the call back to Mark for some concluding comments before we open the call to questions. Mark?

Thanks Ken. Prior to when I became CEO of SGH over a year ago, I was aware of the long history the company had in memory, both specialty business as well as our Brazilian operations. What I didn't have much of an appreciation for until I joined were the opportunities at our computing business now called Intelligent Platform Solutions. When you factor in the acquisition of Cree LED on top of that, we truly are a much different company. Today we are literally installing one of the largest high-performance computer systems in the world. Our LED technology is making the world safer, enabling lighting solutions for the emergency vehicle segment, and especially Memory Solutions are at the core of high-bandwidth networks, enabling access to data anywhere in the world in an instant. There are many more examples of how SGH is powering growth and expanding possibilities. We set record revenues in Q3 and in Q4. We achieved gross margins of 26% in Q4, up by almost 700 basis points compared to the same quarter a year ago, ultimately leading to a Q4 EPS of $2.16. Our team at SGH feels we are building something very special and couldn't be more excited about our future. Thank you all, again, for joining our call. Operator, please open the lines for Q&A.

Our first question comes from Tom O'Malley with Barclays. Please go ahead.

Hey guys, thanks for taking my question and congrats on the nice results. Forgive me if I missed this with some of the call issues here, but obviously the biggest highlight of the beat is the gross margins here. Could you explain where you saw that margin leverage? I know you mentioned more services and software business in IPS then you also mentioned LED, but you need to see a substantial increase in one of those. Could you just weigh which segment contributed most of the gross margin outperformance this quarter?

Sure Tom, and this is Mark. First of all, before I get to that we will get to it, I want to apologize our third-party hosting service apparently had some technical problems throughout the call and thank you very much for your patience. Sometimes these things are out of our control. We will continue on with the Q&A here, but I appreciate your patience. Relative to the margin question you just asked, I'll let Ken get into the specifics, but it really truly was a combination I would say heavily weighted towards continued improvement in the Cree LED gross margin expansion, as well as the mix that Ken noted in his prepared comments vis-à-vis managed service at IPS.

Yes. So Tom, if we look at it actually across the board for Memory Solutions, IPS and LED Solutions, margins were up. As Mark highlighted, the two big drivers of the margin enhancement relative to Q3 and relative to our guidance were IPS, as well as better performance in LED Solutions, both having good weight in terms of that margin upside — the 26.4% on a non-GAAP basis.

All right. And then just another moving piece on the quarter, you guys mentioned that within Memory Solutions the strength really came from Specialty Memory and Logistics. I think last quarter you talked about the revenue headwind you're seeing. Are you talking about that business line excluding that headwind or on a dollars basis was that the strongest business for you within Memory Solutions? Any sort of color on the moving pieces within Memory Solutions would be really helpful?

Yes. So Tom, specifically within Memory Solutions, you saw that business grow from about $240 million in Q3 to $247 million here in Q4. And when we look at that growth, most of that growth was due to the Specialty business. Now, one thing to note that we talked about in Q3, as of Q3 or the tail end of Q3, we moved one customer from a gross basis to a net basis. And so even with that we did see good growth in our Specialty Memory business Q3 to Q4.

It's helpful. Let me just sneak in one more if that's okay. You obviously grew inventory. And you are mentioning two things, you're mentioning IPS ramp and also some LED inventory as well. You've kind of described some seasonality in the LED business in Q1. Can you talk about your confidence in building that inventory? Is that primarily related to IPS? Or can you just talk about why you're so confident in growing that into the beginning of the next fiscal year?

Sure. So Tom, just to clarify, in our prepared remarks the inventory grew for two reasons. One, as you've highlighted in the IPS segment we did grow inventory essentially to be able to ship orders early in our fiscal Q1 2022. So we had to have that inventory on hand; that amounted to about half of the inventory growth Q3 to Q4. The other half, a big portion of that was related to the overall Memory Solutions Group. And within there I would say about two-thirds of that growth was related to our supply chain business where, as we highlighted, we are not the risk taker to carry that inventory on our balance sheet, but we are not the risk taker for it, and so those are the two drivers. You will see that inventory balance overall for the company come down as we move from Q4 into Q1.

And the only other comment I would make in support of what Ken just said is that we are all aware of the certain supply chain constraints, and we're in growth mode in our business as we talked about top-line revenue growth. We're in growth mode in newer opportunities, and we're vigilant in how we're looking at, but we're also taking advantage of sourcing opportunities to be able to take advantage of these opportunities across all three businesses.

Thanks, guys.

Thank you.

Okay. And your next question is from Brian Chin with Stifel. Please go ahead.

Hi there. Good afternoon. Yes, thanks. Good afternoon. Congratulations on the really strong margin performance. And I just want to ask a few questions. Maybe to stay with gross margins here, which clearly is a big positive here on the results and outlook. I think it was the Analyst Day not long ago where you talked about sort of mid-20s on the gross, low teens on the op margin as a long-term target right? And maybe you meant to say year-end target because we're kind of there now. But jokes aside, can you sort of decompose again the things that are materializing a lot faster here and some of those may not be fully sustainable, right? I mean, it could be that the big part is on the mix, for example. But some of those initiatives clearly around sort of durable hardware versus software on the IPS, some of the other pruning and optimization of product lines or businesses, they're going to take place over a long horizon. So just trying to kind of get a sense of sort of what that baseline should be. And maybe you could also calibrate, Ken, sort of what that positive benefit to gross margins is in terms of the selling of previously reserved inventory?

I'll let Ken get to the treatment on the numbers specifically. I would just say that, yes, your humor is fair that we did have a longer-term guide to get to where we are today. Of course, we continue to look for new business opportunities that are driving and taking advantage of the capabilities we have and the certain value-add that we're trying to drive on a go-forward basis. As we think about our business, there's been tremendous execution on the LED side with this manufacturing transformation. When we bought the business in March 2021, just seven months ago, we couldn’t have envisioned any better execution by Claude and his team. In addition, the demand environment is certainly stable and more favorable than we probably thought as we went into the back half of the year. On the IPS side, we've talked about some of the puts and takes around the deployment schedules and it doesn’t always line up to our 90-day quarter so to speak. And then as we think about hardware versus managed services and software per se, it is going to induce some variability into the gross margins. All in all, as we continue to focus on Specialty Memory business as well, we'd like to think that we're going to continue to drive margins in this range. There will be times due to the lumpiness of this business that margins might or might not be in the upper end of the range. I think, and Ken will probably keep me honest, but I'm thinking that the range somewhere in the 23% to 24% on the bottom and 26% plus on the top is how I look at the business today. Now, as I mentioned in my opening comments, about 700 basis points on the high end better than we were just 12 months ago. And so I think we're making a lot of progress. Our job as a management team over the next 12 to 24 to 36 months is to continue to strengthen our funnel and we are confident in that strength in our funnel to increase our mix to strengthen our margin and maintain a growth direction that we're signaling today in our forecast. We are very confident, but understand the question and we will be driving our behaviors to drive value and mix accordingly to strengthen the margins on a go-forward basis. Ken?

Yes, and on that tactical item if you look on the LED piece, it helped overall margins in terms of the sale of some previously reserved parts by about 50 basis points or so.

Okay, got it. And you expect that to be similar in the November quarter?

Well, we don’t expect to sell pre-reserved parts. So that is part of the reason why when you look at our guidance at the midpoint, we're at around that 26% versus 26.4% in Q4.

Okay, fair enough. Maybe just one more on gross margin and I'll just close on growth again, but Ken did you, I may have missed it, but did you give the segment breakdowns by gross margins? And then just to kind of stress the memory margins and there's concerns clearly about sort of the choppy pricing in terms of DRAM, and you've sort of reemphasized a couple of times about sort of how you don’t take on that risk per se. But just in terms of more choppiness on DRAM, how does that sort of fall through in terms of maybe not your margin so much, but in terms of your demand profile in terms of those engagements?

Yes, I would say that, and let me just take the last part and I'll hand it over to Ken. On the DRAM and broader memory market environments, yes we have stressed on prior calls that given the specialty nature of our business and the fact that we're not sitting on the capital risk of a pure play memory semiconductor company, our exposure is certainly lighter. And then to address your question more specifically, we don’t see the memory business as a byproduct of a lack of demand from our customers. As a matter of fact, we think demand in the business remained stable. We think that our ability to provide custom solutions and parts that are really probative for these memory customers—these are legacy parts or earlier DRAM technology parts, both of which are of interest to our customers. I think our ability to add value on these more strategic technologies also helps strengthen our business. So we're not here talking about a weaker memory business today. We're actually very excited about the memory business and demand remains pretty strong.

Yes, and then to answer the first part of your question, as of Q4, you’ll see this in our 10-K for fiscal 2021, we’ve migrated to those three segments. We talked about at the Analyst Day in terms of how we are running our business. We have three presidents for each of those three segments. And so, we will be reporting under IPS, under LED Solutions, under Memory Solutions, and we’ll report the revenues and you will see in our 10-K and our quarterly filings going forward the operating margin percent, but we will only be guiding to SGH gross margins on a go-forward basis.

Okay, got that. And then just closing on growth really fast, just IPS commercial has been strong throughout this fiscal year and into the current. You talked about the DoD win as a good base against the current fiscal year. Mark, with all these in mind does this give you the confidence now that fiscal 2022 is going to be a double-digit growth year for IPS or is there some risk there, maybe not even so much as demand, but just in terms of that sort of inventory effect where you kind of either buy forward on processors or other key components just to ensure you can ship on a go-forward basis?

Yes, I got to tell you—we like this business. And I remember on my first earnings call just 12 months ago, it wasn’t very well understood the potential of this business. In the back half of the year the team, under Thierry’s guidance and leadership, has done a fantastic job. And as I mentioned earlier in my process, the funnel has not been super strong. We are now more and more encouraged about the go-forward funnel. Yes, it will be lumpy and when it’s going to be lumpy, we’re going to tell you and guide you properly. But the potential for this business we remain very bullish on. We’re going to stop short of giving guidance for the year, although I would just tell you that there’s nothing that happened in Q4 that would change our optimism around the business.

Great. Thank you, guys.

Okay. Thank you.

And our next question is from Kevin Cassidy with Rosenblatt Securities.

Yes, thanks for taking my question and congratulations on the great results. Maybe sticking with the theme on IPS for the DoD contracts, what is the timing of that $68 million? Does that ship all at once? I think it was need to be deployed by early 2022.

Yes. So, our expectation for that, Kevin, is that it will flow in in our fiscal Q2 and fiscal Q3 in terms of the timing.

Okay, great. And also, I think there were services tied to that, so what percentage would it be services or is that just an ongoing revenue stream for years?

In terms of the services piece, that should be in the neighborhood of about 10% to 15% and that will be over time. We won’t give you specifics on how long, but it will be over time.

Okay, great. And you also mentioned the Brazil credit ending in calendar year 2022, is that—can you reapply for that credit or can you give us just a little more details around that?

Sure. Kevin, so on that one that is actually the law in Brazil. So it’s nothing specific to SGH, but it’s the current law. That law has that credit going away in January of 2022. So what you can expect is, we get a benefit from spending R&D dollars locally in Brazil that will go away and will have the effect of increasing our OpEx in Q3 and Q4 all things being the same.

Okay. Any gauge of how much that would be?

I would say that should be in the neighborhood, based on where the credits are expected to be in Q1, I would say up to that $6 million range or so as we look at Q3 and Q4.

Okay, great. Thanks for clearing that up. Thank you.

Your next question is from Rajvindra Gill with Needham & Company.

Yes, thank you and also my congratulations on the margins. Just sticking to the margins once again, Ken, the gross margins based on the math and the mix of the revenue for August implies that the LED business is getting to kind of early 30s gross margin and IPS is in kind of similar range. We know on the LED there was a 50 basis point impact from the sale of previous inventory, but excluding that, we’re still kind of in this early 30s range. And on the IPS, the quarter before it was 23%, it seems like it’s early 30s this quarter and very volatile. But I wanted to get a better understanding of the baseline margins. I know you’re giving kind of this 23% or 24% range on the low end and 26% on the high end, but that’s a wide range. So any clarity in how to think about the margins on a quarter-by-quarter basis for particularly for IPS, when is managed services going to be light versus previous quarters? And then secondarily, what’s the baseline for LED margins? Is there more room for expansion as you shift all of the manufacturing there?

Yes, let me take that and break it into two. On the IPS side, unfortunately when we’re growing like we’re growing, Rajvindra it’s really tough to break it down into quarters at the level that we’re deploying these systems and the future growth we’re projecting because the timing of the mix and how it’s going to be shifting back and forth from more hardware orientation to managed services and software—so I’m not sure we can give you any better color than we’re doing today relative to Q1. Again, we think we’re very bullish as I commented earlier, but to try to give you some color around where the margin is going to spike is just really challenging for us with the lumpiness of the business. And quite frankly, some of our bigger competitors have the same issue. And so, we’ll do our best, but at this point, we just have to be really careful. As you’re seeing, we’re executing properly and we’re getting everything we talked about in terms of the mix. It’s just the timing issue and it helps us in some quarters and might place us in the lower end of our guidance range in others. Vis-à-vis the LED margin expansion, we’re very pleased with the execution. We’re about 70% to 75% done on the manufacturing transformation. I think the last 25% will be in the next fiscal year. Holding things constant, there is potential for improved margins. But remember where we bought this business. We bought it when gross margins were in the low 20s. Today we’re seeing around the low 30s range. We’re very pleased and optimistic about the potential for some upside. Both those factors resulted in what you see now—think about 700 basis points improvement Q4 over Q4.

Okay, great. Thank you for that information. And then just on the seasonality of the business, the revenue is guided to be down sequentially. We do have that extra week you mentioned in August. You mentioned LED being down sequentially. I'm wondering about the other pieces of the business and how to think about that as we go into the November quarter? And just sticking on the top line with respect to memory, in the past you have broken it down or provided more color related to specialty versus Brazil and PCs/mobile within Brazil. Wondering any kind of color commentary on those individual segments? What are we seeing in Brazil? What’s the expectation as we kind of progress throughout fiscal year 2022 for Brazil and likewise with Specialty Memory? Thanks.

Got it. So let me try to address a couple of the items you talked about. One of the things we highlighted was for LED solutions we had an actual 13-week quarter versus 12 weeks in the prior quarter, which did help the revenue growth that we saw for LED Solutions Q3 to Q4. As we look at Q4 to Q1, you saw our guidance $460 million at the midpoint plus or minus $20 million. So essentially close to flat quarter-on-quarter with some moving pieces among the three businesses. You also asked about seasonality. I would say that is normal for Q1, even though we have a unique environment in the world today, but we would expect that to be within the norms. Seasonally, as we head into Q2, we would, for instance, for the LED business, you do see it seasonally down due to the fact that you have Chinese New Year in our fiscal Q2, and also for the memory business in Brazil you do see some seasonal downtick Q1 to Q2. So you do see seasonality there. Regarding the memory business, we now view Memory Solutions overall. Brazil is a component of Memory Solutions and was less than 50% of the revenue for Memory Solutions in Q4 and the mix has not changed substantially quarter-to-quarter. We did see within Brazil better PC demand in Q4 versus Q3 and that drove the relatively flat revenues quarter-on-quarter with mobile being down a bit within Brazil.

I appreciate it, guys. Thank you.

Thank you.

Your next question is from Sidney Ho with Deutsche Bank.

Thanks for taking my question. I’ll save you some gross margin questions later on, but a couple of questions on the supply constraint. Ken when you talked about in the guidance that it is contemplating some supply constraints in the supply chain, can you give us an update on what you're seeing within your own supply chain as well as maybe your customer supply chain compared to maybe what three months ago it looked like?

Sure. I would say in general we are still seeing constraints around specific parts of our overall solution sales, so there are still constraints. And I think like other players within the electronics supply chain, if we had more parts, we would be able to do more revenue. But as we look at our guidance, as we look at where we are for our fiscal Q1, we have contemplated what we’re seeing in the overall supply chain which is specific to certain components where there are shortages and the lead times are long. Despite that, I would call out our supply chain team overall. They’ve done a fantastic job in terms of being able to source supply and enable us to ensure that we hit the guidance and the numbers that we've put out there. So yes, there are constraints, but we’re managing through it and that is incorporated into our overall guidance.

Okay. That’s helpful. Maybe kind of related to that previous question, one of the memory suppliers talked about supply shortages of non-memory components causing some OEMs adjusting their memory inventory, especially in the PC market. Are you seeing any of that impacting your business, both in Brazil and Specialty Memory? Or maybe ask it from—how do you think about memory inventory level at your customers when compared to their build plans?

I would just suggest that first of all, as we’ve talked about in the past, we don’t have a high exposure to PC. Our specialty business has virtually no exposure to PC. Our Brazil business does have some exposure to PCs, albeit within a confined environment where we’re the largest supplier as well as mobile and SSDs. So when I think about our exposure to the PC business, it’s muted relative to broader macroeconomic supply conditions at our customers. We have heard the same thing on the memory side, but our exposure is so little that it’s not material to our business.

Okay. That’s fair. If I may just ask another question? It’s a product that you guys didn’t talk about on this call, but in the past you talked about SSD products using your internally developed controller. Is that for the Specialty Memory business or is that also for the Brazil memory business? Clearly there is a margin implication if it’s using your own controller? And also, you talked about SSD plans kind of on track in the past. Curious if you can share any revenue targets for both SSD and the Specialty Memory in Brazil? Thanks.

Yes. I would just say that the way to think about Specialty and SSD is it is very similar to every other product that we do there, which is the design and custom SSD implementation. We’re not selling client SSDs in retail or distribution; that's not our business. So it’s very custom in nature and our NAND overall business and SSD is about maybe 20% of overall Specialty Memory on an annual basis. In Brazil, as I’ve talked about in prior calls, we’re just ramping SSD production in Brazil and we anticipate by the second half of this year being up and running in volume for the Brazil market. That will be PC-driven on the client side. We’re coming from zero today and we expect to exit our fiscal year 2022 somewhere in the $40 million run rate, so we’re encouraged. We’re up and running, doing the tests and so that will be coming from zero to what we believe is somewhere around $40 million revenue in Brazil. Today, think of our Specialty SSD business in the Specialty segment to be about 20% of our overall business.

Great. Thank you.

Thank you.

And our final question comes from Mark Lipacis with Jefferies. Please go ahead.

Hi, great. Thanks for taking my questions. Two questions, first one, I appreciate that you’re contemplating some supply chain tightness. But I had a question on how that might manifest for you guys from a different angle, and that is from your customers. So I imagine when the supply chain is tight you hear stories about how your customers may not be able to have full complete kits in order to produce whatever their end product is. And so I imagine to you guys that might manifest in one of two ways. One either they call you guys up and say; hey can you just hold on to that stuff? In fact, pushing out the order until they get a complete kit or two, they might take the memory module from you and put it into their own inventories. I guess my question is, are you seeing any differences in order activity like push-outs or is any of your own investigations suggesting your customers might be building inventory? And then maybe as a second part of the question, maybe Mark and Ken for both of you guys, because I know you lived through a lot of cycles, when you have this kind of tightness and disruptions in the supply chain, where do your antennae go up? And where do your management cycles kind of get focused to make sure that you don’t get burned, you don’t misread a signal or you’re executing as you hoped to? Thank you very much.

Yes, I appreciate it. Hey, one thing I just want to remind everybody is the questions that are asking around the inventory imply memory cycles and broader microelectronics constraints and the mix of all that. Ken commented that some of this inventory was actually inventory we bought for early shipment in Q1 relative to our IPS business. So it’s not like these are all memory products sitting in inventory; we’re actually pretty comfortable with our business on the supply and demand balance that we have at SGH. Jack has navigated the commitments from the customers. Most of these are firm commitments that we have for the inventory we’re buying given the market conditions. So I appreciate all the implications on exposure; our sense is we’re doing pretty well on this and on the LED side we similarly feel good about our inventory position there. Some of the upside was opportunistic buying to be able to serve our customers in each of these segments specifically IPS, but also in the memory and LED space. Now to your second part, what should we be looking for? I think you’re saying the right things—what should we notice. Right now you can see by our guidance we’re pretty bullish on Q1 and we’re excited about the opportunity, and that’s reflected in Ken's guidance. What would we be looking for? Certainly changing behavior, pushing out orders— we’ve seen none of that at this point. Because it’s different markets, even the memory industry supply and demand conditions today are not across all memory products. The products that are most important to our specialty business—legacy parts for long-standing customer solutions as well as some early technologies—we’re in a pretty good supply environment and we’re able to meet our customer needs which you can see from our guidance. We have not seen any major shifts in demand signals from our customers and our inventory position allows us to service this demand appropriately to drive our business results, consistent with our Q1 forecast.

Great color. Thank you very much.

So, operator, before we close, I’d just like to close with some comments. First of all, at our Analyst Day, the theme of the Analyst Day was more than a memory company. And today in Q4, we reported results that memory, which was roughly 77% of the business in Q4 2020, is now down to 53%. Furthermore, operating income which at that time Q4 2020 just 12 months ago was roughly 85% of the operating income, today is slightly below 40%. Think about that. In 12 months, our operating income contribution from memory is slightly below 40%. As strong as fiscal year 2021 was in terms of overall performance, we’re even more excited about fiscal year 2022. We’re developing and attracting outstanding talent. We’re investing in new capabilities to provide more value add for our customers. And we are targeting growth market segments such as AI, machine learning, data analytics, in-memory compute, edge computing, advanced LED lighting technologies. Clearly, our future at SGH is bright. We couldn’t be more excited. So we thank you for the time on the call today and we look forward to future communications.

Thank you.

Thank you again for joining us today. This does conclude today’s conference call. You may now disconnect.