Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 31, 2022
Credo Technology Group Holding Ltd
(Exact name of registrant as specified in its charter)
Cayman Islands001-41249N/A
(State or other jurisdiction
of incorporation)
File Number)
(IRS Employer
Identification No.)
c/o Maples Corporate Services, Limited,
PO Box 309, Ugland House
Grand Cayman, KY1-1104, Cayman Islands
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: (408) 664-9329
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class 
Name of each exchange
on which registered
Ordinary shares, par value $0.00005 per shareCRDOThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).                    Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Item 2.02    Results of Operations and Financial Condition.
On August 31, 2022, Credo Technology Group Holding Ltd (the "Company") issued a press release announcing its financial results for the fiscal quarter ended July 30, 2022. A copy of the press release is furnished herewith as Exhibit 99.1.

The information in Item 2.02 of this current report on Form 8-K, including the accompanying Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01    Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number 
Description of Exhibit
104Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Credo Technology Group Holding Ltd
Date: August 31, 2022
By:/s/ Daniel Fleming
Daniel Fleming
Chief Financial Officer


Exhibit 99.1

Credo Technology Group Holding Ltd Reports First Quarter of Fiscal Year 2023
Financial Results

San Jose, Calif. (August 31, 2022) - Credo Technology Group Holding Ltd (NASDAQ: CRDO), an innovator in providing secure, high-speed connectivity solutions that deliver improved power and cost efficiency as data rates and corresponding bandwidth requirements increase throughout the data infrastructure market, today reported financial results for the first quarter of fiscal year 2023, ended July 30, 2022.

Q1 FY23 Financial Highlights

Revenue of $46.5 million, grew by 24% quarter over quarter
GAAP gross margin of 59.5% and non-GAAP gross margin of 60.5%
GAAP operating expenses of $27.9 million and non-GAAP operating expenses of $22.6 million
GAAP net loss of $0.1 million and non-GAAP net income of $5.4 million
GAAP net loss per share of $0.00 and non-GAAP diluted net income per share of $0.03
Ending Cash Balance of $243.8 million

Management Commentary

Bill Brennan, Credo’s President and Chief Executive Officer, stated, “In the fiscal quarter ended July 30, 2022, Credo continued our strong execution, delivering revenue of $46.5 million, a 24% increase from $37.5 million last quarter. Our product revenue, which is a key indicator we track closely, was up 37% sequentially, showing the strong progress we’re making ramping our AEC products. We continue to be excited about our progress with current customers and prospective new customers. We are also encouraged by the prospects of our next generation solutions based on strong customer feedback and engagement. We remain focused on delivering strong results in fiscal 2023, and continue to expect to achieve at least $200 million in revenue, which would represent annual growth of more than 88%.”

Second Quarter of Fiscal 2023 Financial Outlook
Revenue is expected to be between $48.5 million to $52.5 million, up 91% year over year at the midpoint
GAAP gross margin is expected to be between 58.5%-60.5% and non-GAAP gross margin is expected to be between 59.0%-61.0%
GAAP operating expenses are expected to be between $30.5 million to $32.5 million and non-GAAP operating expenses are expected to be between $23.5 million to $25.5 million

Conference Call

Credo will conduct a conference call on Wednesday, August 31, 2022, at 2:00 p.m. Pacific Time to discuss its financial results for the first quarter of fiscal year 2023, ended July 30, 2022. Interested parties may join the conference call beginning at 2:00 p.m. Pacific Time on Wednesday, August 31, 2022 by registering online at After registering, a confirmation will be sent through email, including dial-in details and unique conference call codes for entry. It is recommended that participants register and dial-in for the call at least 10 minutes before the start of the call. A live webcast of the conference call will be available on Credo’s Investor Relations website at A replay of the webcast will be available via the web at

Discussion of Non-GAAP Financial Measures

This press release contains references to non-GAAP financial measures of non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP net income (loss) and non-GAAP diluted net income (loss) per share. Reconciliation of these non-GAAP measures to its comparable GAAP measure is included below. This non-GAAP information should not be construed as an alternative to the reported results determined in accordance with GAAP. It is provided solely to assist in an investor’s understanding of these items on the comparability of the Company’s operations.

Non-GAAP financial measures exclude the effect of share-based compensation expenses, warrant contra revenue, asset impairment charges (if applicable), and the related tax effect adjustment to the provision for income taxes.

Credo uses a full-year non-GAAP tax rate to compute the non-GAAP tax provision. This full-year non-GAAP tax rate is based on Credo’s annual GAAP income, adjusted to exclude non-GAAP items, as well as the effects of significant non-recurring and period specific tax items which vary in size and frequency. Credo’s non-GAAP tax rate is determined on an annual basis and may be adjusted during the year to take into account events that may materially affect the non-GAAP tax rate such as tax law changes, significant changes in Credo’s geographic mix of revenue and expenses, or changes to Credo’s corporate structure.

GAAP diluted net income (loss) per share is calculated using basic weighted average shares outstanding when there is a GAAP net loss, and calculated using diluted weighted average shares outstanding when there is a GAAP net income. Non-GAAP diluted net income per share is calculated using diluted weighted average shares outstanding.

Credo believes that the presentation of non-GAAP financial measures provides important supplemental information to management and investors regarding financial and business trends relating to Credo’s financial condition and results of operations. While Credo uses non-GAAP financial measures as a tool to enhance its understanding of certain aspects of its financial performance, Credo does not consider these measures to be a substitute for, or superior to, financial measures calculated in accordance with GAAP. Consistent with this approach, Credo believes that disclosing non-GAAP financial measures to the readers of its financial statements provides such readers with useful supplemental data that, while not a substitute for GAAP financial measures, allows for greater transparency in the review of its financial and operational performance.

Externally, management believes that investors may find Credo’s non-GAAP financial measures useful in their assessment of Credo's operating performance and the valuation of Credo. Internally, Credo's non-GAAP financial measures are used in the following areas:

Management’s evaluation of Credo’s operating performance;
Management’s establishment of internal operating budgets; and
Management’s performance comparisons with internal forecasts and targeted business models
Non-GAAP financial measures have limitations in that they do not reflect all of the costs associated with the operations of Credo’s business as determined in accordance with GAAP. As a result, you should not consider these measures in isolation or as a substitute for analysis of Credo’s results as reported under GAAP. The exclusion of the above items from our GAAP financial metrics does not necessarily mean that these costs are unusual or infrequent.

Forward-Looking Statements under the Private Securities Litigation Reform Act of 1995

This press release contains forward-looking statements within the meaning of the federal securities laws that involve risks and uncertainties. All statements other than statements of historical fact could be deemed forward-looking statements, including, but not limited to any statements regarding: launches of new or expansion of existing products or services, technology developments and innovation; our plans, strategies or objectives with respect to future operations; future financial results; expectations regarding the markets and industries in which Credo conducts business; and assumptions underlying any of the foregoing. Words such as “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “seeks,” “estimates,” “can,” “may,” “will,” “would,” “outlook,” “forecast,” “targets” and similar expressions identify such forward-looking statements. These statements are not guarantees of results and should not be considered as an indication of future activity or future performance. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Actual events or results may differ materially from those described in this press release due to a number of risks and uncertainties. Readers are encouraged to review risk factors and all other disclosures appearing in the Company's Annual Report on Form 10-K as filed with the Securities and Exchange Commission (SEC) on June 8, 2022, as well as Credo’s other filings with the SEC, for further information on risks and uncertainties that could affect Credo’s business, financial condition and results of operation. Copies of these filings are available from the SEC, the Company’s website or the Company’s investor relations department. Forward-looking statements speak only as of the date they are made. Credo assumes no obligation to update or revise any forward-looking statements as a result of new information, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date herein.

About Credo

Our mission is to deliver high-speed solutions to break bandwidth barriers on every wired connection in the data infrastructure market. Credo is an innovator in providing secure, high-speed connectivity solutions that deliver improved power and cost efficiency as data rates and corresponding bandwidth requirements increase exponentially throughout the data infrastructure market. Our innovations ease system bandwidth bottlenecks while simultaneously improving on power, security and reliability. Our connectivity solutions are optimized for optical and electrical Ethernet applications, including the emerging 100G (or Gigabits per second), 200G, 400G and 800G port markets. Our products are based on our proprietary Serializer/Deserializer (SerDes) and Digital Signal Processor (DSP) technologies. Our product families include integrated circuits (ICs), Active Electrical Cables (AECs) and SerDes Chiplets. Our intellectual property (IP) solutions consist primarily of SerDes IP licensing.

Investor Relations Contact:

Dan O’Neil

Credo Technology Group Holding Ltd
Condensed Consolidated Statements of Operations (Unaudited)
(In thousands, except per share amounts)
Three Months Ended
July 30, 2022April 30, 2022July 31, 2021
Product sales$35,263 $25,298 $7,263 
Product engineering services824 1,113 1,319 
IP license10,380 11,115 1,030 
IP license engineering services— — 1,112 
Total revenue46,467 37,526 10,724 
Cost of revenue:
Cost of product sales revenue17,525 13,646 4,357 
Cost of product engineering services revenue100 111 865 
Cost of IP license revenue1,179 — — 
Cost of IP license engineering services revenue— — 322 
Total cost of revenue18,804 13,757 5,544 
Gross profit27,663 23,769 5,180 
Operating expenses:
Research and development16,683 15,461 9,693 
Selling, general and administrative11,198 11,507 7,117 
Impairment charges— 3,134 — 
Total operating expenses27,881 30,102 16,810 
Operating loss(218)(6,333)(11,630)
Other expense, net(220)(175)(45)
Loss before income taxes(438)(6,508)(11,675)
Provision (benefit) for income taxes(365)(1,153)902 
Net loss$(73)$(5,355)$(12,577)
Net loss per share:
Basic and diluted$— $(0.04)$(0.18)
Weighted-average shares used in computing net loss per share:
Basic and diluted145,077 144,501 68,409 

Credo Technology Group Holding Ltd
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands)
July 30, 2022April 30, 2022
Current Assets:
Cash and cash equivalents$243,783 $259,322 
Accounts receivable54,769 29,524 
Inventories37,031 27,337 
Contract assets6,027 10,071 
Prepaid expenses and other current assets4,383 5,923 
Total current assets345,993 332,177 
Property and equipment, net38,209 21,844 
Right of use assets16,226 16,954 
Other non-current assets5,222 4,714 
Total assets$405,650 $375,689 
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable$21,186 $8,487 
Accrued compensation and benefits2,928 4,713 
Accrued expenses and other current liabilities15,489 12,063 
Deferred revenue3,004 1,234 
Total current liabilities42,607 26,497 
Non-current operating lease liabilities14,290 14,809 
Other non-current liabilities6,848 220 
Total liabilities63,745 41,526 
Shareholders' equity:
Ordinary shares
Additional paid in capital432,473 424,562 
Accumulated other comprehensive income(73)23 
Accumulated deficit(90,502)(90,429)
Total shareholders' equity341,905 334,163 
Total liabilities and shareholders' equity$405,650 $375,689 

Credo Technology Group Holding Ltd
Reconciliations from GAAP to Non-GAAP (Unaudited)
(In thousands, except percentages and per share amounts)

Three Months Ended
July 30, 2022April 30, 2022July 31, 2021
GAAP gross profit$27,663 $23,769 $5,180 
Reconciling items:
Warrant contra revenue388 233 — 
Share-based compensation304 40 87 
Total reconciling items:692 273 87 
Non-GAAP gross profit$28,355 $24,042 $5,267 
GAAP gross margin59.5 %63.3 %48.3 %
Non-GAAP gross margin60.5 %63.7 %49.1 %
Total GAAP operating expenses$27,881 $30,102 $16,810 
Reconciling item:
Share-based compensation(5,242)(5,328)(988)
Impairment charges— (3,134)— 
Total reconciling items:(5,242)(8,462)(988)
Total Non-GAAP operating expenses$22,639 $21,640 $15,822 
GAAP net loss$(73)$(5,355)$(12,577)
Reconciling items:
Warrant contra revenue388 233 — 
Share-based compensation5,546 5,368 1,075 
Impairment charges— 3,134 
Pre-tax total reconciling items5,934 8,735 1,075 
Other income tax effects and adjustments(424)(611)(617)
Non-GAAP net income/(loss)$5,437 $2,769 $(12,119)
GAAP weighted average shares - basic145,077 144,501 68,409 
GAAP weighted average shares - diluted145,077 144,501 68,409 
Non-GAAP adjustment13,256 13,732 — 
Non-GAAP weighted average shares - diluted158,333 158,233 68,409 
GAAP diluted net loss per share$— $(0.04)$(0.18)
Non-GAAP diluted net income/(loss) per share$0.03 $0.02 $(0.18)

Credo Technology Group Holding Ltd
Reconciliation of GAAP Forward-Looking Estimates to Non-GAAP Forward-Looking Estimates
(In millions, except percentages)

Three Months Ended October 29, 2022
GAAP gross margin58.5 %60.5 %
Reconciling items:
Warrant contra revenue0.4 %0.4 %
Share-based compensation0.1 %0.1 %
Total reconciling items:0.5 %0.5 %
Non-GAAP gross margin59.0 %61.0 %
Total GAAP operating expenses$30.5 $32.5 
Reconciling item:
Share-based compensation7.0 7.0 
Total reconciling items:7.0 7.0 
Total Non-GAAP operating expenses$23.5 $25.5