SEC Filing Summary: SMART Global Holdings, Inc. (SGH)
Business Context and Reporting Period
This Form 8-K was filed on June 24, 2022, by SMART Global Holdings, Inc. (SGH), a Cayman Islands exempted company. The filing primarily addresses the issuance of a promissory note and references the upcoming announcement of financial results for the third quarter of fiscal 2022, scheduled for June 29, 2022.
Key Financial Metrics and Obligations
The filing details a specific new financial obligation but does not provide specific revenue, profit, or cash flow figures within the text of the 8-K itself; these are contained in the attached press release (Exhibit 99.1).
- New Debt Obligation: SGH subsidiary CreeLED, Inc. issued a promissory note ("Earnout Note") for $101,823,704 to Wolfspeed, Inc.
- Interest Rate: Three-month LIBOR plus 3.0%.
- Maturity Date: March 27, 2025.
- Payment Terms: Interest is payable quarterly; principal and accrued interest are due in a single bullet payment at maturity.
Material Changes
The material change reported is the creation of a direct financial obligation of approximately $101.8 million pursuant to an Asset Purchase Agreement dated October 18, 2020. This note represents an earnout payment mechanism related to the acquisition of assets from Wolfspeed.
Guidance, Outlook, and Risks
Management indicated that financial results for the third quarter of fiscal 2022 will be announced on June 29, 2022, via press release and conference call. The filing notes the use of non-GAAP financial measures in these communications, with reconciliations to GAAP measures provided in the press release. The filing explicitly states that the information is furnished under Item 2.02 and is not deemed "filed" for purposes of Section 18 of the Exchange Act.
Investor Verification Checklist
- Verify the full text of the press release (Exhibit 99.1) for specific Q3 fiscal 2022 revenue, earnings, and cash flow figures.
- Review the reconciliation of non-GAAP to GAAP financial measures in the press release.
- Examine the full terms of the Earnout Note (Exhibit 10.1) for any covenants or conditions not summarized in the 8-K.
- Confirm the impact of the $101.8 million debt obligation on the company's liquidity and leverage ratios in the upcoming quarterly report.