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 24, 2023
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 24, 2023, Credo Technology Group Holding Ltd (the "Company") issued a press release announcing its financial results for the fiscal quarter ended July 29, 2023. 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 24, 2023
By:/s/ Daniel Fleming
Daniel Fleming
Chief Financial Officer


Exhibit 99.1

Credo Technology Group Holding Ltd Reports First Quarter of Fiscal Year 2024
Financial Results

San Jose, Calif. (August 24, 2023) - 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 2024, ended July 29, 2023.

First Quarter of Fiscal Year 2024 Financial Highlights

Revenue of $35.1 million, grew by 9% quarter over quarter
GAAP gross margin of 59.2% and non-GAAP gross margin of 59.8%
GAAP operating expenses of $35.2 million and non-GAAP operating expenses of $27.4 million
GAAP net loss of $11.7 million and non-GAAP net loss of $4.7 million
GAAP diluted net loss per share of $0.08 and non-GAAP diluted net loss per share of $0.03
Ending cash and short-term investment balance of $237.6 million

Management Commentary

Bill Brennan, Credo’s President and Chief Executive Officer, stated, “For the fiscal quarter ended July 29, 2023, Credo reported revenue of $35.1 million, an increase of 9% compared to the prior quarter. Credo’s position as a market leader for high speed connectivity solutions has been years in the making, and the technology acceleration towards high bandwidth solutions with more networking density plays into our strengths. As a result, we continue to expect sequential growth throughout fiscal 2024. We believe our growth will be led by multiple customers across our range of connectivity solutions, which would result in a more diversified revenue base as we exit fiscal 2024.”

Second Quarter of Fiscal 2024 Financial Outlook
Revenue is expected to be between $42.0 million and $44.0 million
GAAP gross margin is expected to be between 57.8% and 59.8%, and non-GAAP gross margin is expected to be between 58.0% and 60.0%
GAAP operating expenses are expected to be between $35.0 million and $37.0 million, and non-GAAP operating expenses are expected to be between $27.0 million and $29.0 million

Conference Call

Credo will conduct a conference call on Thursday, August 24, 2023, at 1:15 p.m. Pacific Time to discuss its financial results for the first quarter of fiscal year 2024, ended July 29, 2023. Interested parties may join the conference call 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 the non-GAAP financial measures of non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating income (loss), non-GAAP operating income (loss) margin, non-GAAP net income (loss) and non-GAAP diluted net income (loss) per share. Reconciliation of these non-GAAP measures to their comparable GAAP measures is included below. This non-GAAP information should not be construed as an alternative to the reported results determined in accordance with GAAP. The non-GAAP financial measures that Credo presents may not be comparable to similarly titled measures of other companies and other companies may not calculate such measures in the same manner as we do.

Non-GAAP financial measures exclude the effect of share-based compensation expenses, asset impairment and related 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 (loss) per share is calculated using basic weighted average shares outstanding when there is a non-GAAP net loss, and calculated using non-GAAP diluted weighted average shares outstanding when there is a non-GAAP net income. Non-GAAP adjustment for the number of shares used in the diluted per share calculations excludes the impact of share-based compensation expenses expected to be incurred in future periods and not yet recognized in the financial statements, which would otherwise be assumed to be used to repurchase shares under the GAAP treasury stock method.

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. 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, or their negatives, may 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 that may cause actual events or results to differ materially from those described in this press release. Readers are encouraged to review risk factors and all other disclosures appearing in Credo’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission (SEC) on June 23, 2023, 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, Credo’s website or Credo’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 100G (or Gigabits per second), 200G, 400G, 800G and emerging 1.6T (or Terabits per second) 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 29, 2023April 29, 2023July 30, 2022
Product sales$30,028 $23,830 $35,263 
Product engineering services2,293 2,571 824 
IP license2,774 5,687 10,380 
Total revenue35,095 32,088 46,467 
Cost of revenue:
Cost of product sales revenue13,868 13,127 17,525 
Cost of product engineering services revenue293 226 100 
Cost of IP license revenue144 150 1,179 
Total cost of revenue14,305 13,503 18,804 
Gross profit20,790 18,585 27,663 
Operating expenses:
Research and development22,638 21,403 16,683 
Selling, general and administrative12,543 13,574 11,198 
Total operating expenses35,181 34,977 27,881 
Operating loss(14,391)(16,392)(218)
Other income (expense), net2,157 1,703 (220)
Loss before income taxes(12,234)(14,689)(438)
Provision (benefit) for income taxes(537)1,248 (365)
Net loss$(11,697)$(15,937)$(73)
Net loss per share:
Basic and diluted$(0.08)$(0.11)$— 
Weighted-average shares used in computing net loss per share:
Basic and diluted149,277 148,212 145,077 

Credo Technology Group Holding Ltd
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands)
July 29, 2023April 29, 2023
Current Assets:
Cash and cash equivalents$127,045 $108,583 
Short-term investments110,526 109,228 
Accounts receivable27,967 49,541 
Inventories40,793 46,023 
Contract assets8,048 9,445 
Prepaid expenses and other current assets6,271 5,412 
Total current assets320,650 328,232 
Property and equipment, net44,473 40,222 
Right of use assets14,157 14,860 
Other non-current assets16,425 13,975 
Total assets$395,705 $397,289 
Liabilities and Shareholders' Equity
Current Liabilities:
Accounts payable$7,921 $6,067 
Accrued compensation and benefits4,933 6,471 
Accrued expenses and other current liabilities15,077 14,454 
Deferred revenue3,278 4,040 
Total current liabilities31,209 31,032 
Non-current operating lease liabilities12,200 12,869 
Other non-current liabilities4,856 5,753 
Total liabilities48,265 49,654 
Shareholders' equity:
Ordinary shares
Additional paid in capital466,459 454,795 
Accumulated other comprehensive loss(353)(191)
Accumulated deficit(118,673)(106,976)
Total shareholders' equity347,440 347,635 
Total liabilities and shareholders' equity$395,705 $397,289 

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

Three Months Ended
July 29, 2023April 29, 2023July 30, 2022
GAAP gross profit$20,790 $18,585 $27,663 
Reconciling item:
Share-based compensation189 83 304 
Total reconciling item:189 83 304 
Non-GAAP gross profit (A)$20,979 $18,668 $27,967 
GAAP gross margin59.2 %57.9 %59.5 %
Non-GAAP gross margin59.8 %58.2 %60.2 %
Total GAAP operating expenses$35,181 $34,977 $27,881 
Reconciling item:
Share-based compensation(7,779)(7,827)(5,242)
Total reconciling item:(7,779)(7,827)(5,242)
Total Non-GAAP operating expenses (B)$27,402 $27,150 $22,639 
GAAP operating loss$(14,391)$(16,392)$(218)
Non-GAAP operating income (loss) (A-B)$(6,423)$(8,482)$5,328 
GAAP operating loss margin(41.0)%(51.1)%(0.5)%
Non-GAAP operating income (loss) margin(18.3)%(26.4)%11.5 %
GAAP net loss$(11,697)$(15,937)$(73)
Reconciling items:
Share-based compensation7,968 7,910 5,546 
Pre-tax total reconciling item7,968 7,910 5,546 
Other income tax effects and adjustments(992)2,299 (424)
Non-GAAP net income (loss)$(4,721)$(5,728)$5,049 
GAAP weighted average shares - basic149,277 148,212 145,077 
GAAP weighted average shares - diluted149,277 148,212 145,077 
Non-GAAP adjustment— — 13,256 
Non-GAAP weighted average shares - diluted149,277 148,212 158,333 
GAAP diluted net income (loss) per share$(0.08)$(0.11)$— 
Non-GAAP diluted net income (loss) per share$(0.03)$(0.04)$0.03 

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

Outlook for Three Months Ended October 28, 2023
GAAP gross margin57.8 %59.8 %
Reconciling item:
Share-based compensation0.2 %0.2 %
Total reconciling item:0.2 %0.2 %
Non-GAAP gross margin58.0 %60.0 %
Total GAAP operating expenses$35.0 $37.0 
Reconciling item:
Share-based compensation8.0 8.0 
Total reconciling item:8.0 8.0 
Total Non-GAAP operating expenses$27.0 $29.0