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David Goeckeler
Former Chief Executive Officer & Director, Western Digital Corp

Western Digital Corporation $WDC Q2 2023 Earnings Call

🎥 Feb 01, 2023 📺 Earnings Call ⏱ 58m 👁 111 views
Western Digital Corporation $WDC Q2 2023 Earnings Call Listen to the latest conference call between the company and financial ...
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About David Goeckeler

David Goeckeler, former CEO of Western Digital, has been focused on navigating the company through a period of significant market volatility and product transitions. In fiscal Q2 2023, he reported revenue of $3.1 billion and a non-GAAP operating loss of $119 million, with the company expecting further revenue declines in the next quarter. Goeckeler stated that the company was managing for profitability and noted that its 22-terabyte drive had shipped in significant volume. He also announced that Western Digital had secured $900 million in convertible preferred equity investments from Apollo Global Management and Elliott Investment Management, and an additional $875 million in financing, to provide financial flexibility during its strategic review. Goeckeler said the company had reduced capital expenditures, cut wafer starts by 30% in flash, and idled certain hard drive production lines to moderate supply. Earlier in his tenure, Goeckeler emphasized the company's focus on innovation and debt reduction. He stated that Western Digital had paid down $2.7 billion in debt over three years and was working to settle a tax dispute. He described the company as a diversified storage provider, with hard drives serving as a proxy for cloud growth and flash storage addressing endpoint markets like gaming consoles. Goeckeler noted that the company's next-generation 3D NAND node, Bix8, had entered the productization phase. He also commented on industry challenges, including supply chain disruptions and demand softness from major customers, and described the pandemic as having accelerated the adoption of cloud-connected devices.

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Transcript (67 segments)
O
Operator0:01
Good afternoon and thank you for standing by. Welcome to the Western Digital fiscal second quarter 2023 conference call. Presently, all participants are in a listen-only mode. Later, we will conduct a question and answer session. At that time, if you would like to ask a question, you may press star then one on your phone. As a reminder, this call is being recorded. Now I will turn the call over to Mr. Peter Andrew. You may begin.
P
Peter Andrew0:26
Thank you and good afternoon everyone. Joining me today are David Goeckeler, Chief Executive Officer, and Wissam Jabre, Chief Financial Officer. Before we begin, let me remind everyone that today's discussion contains forward-looking statements, including expectations for our product portfolio, cost reductions, business plans and performance, demand, market trends, and financial results based on management's current assumptions and expectations, and as such does include risks and uncertainties. We assume no obligation to update these statements. Please refer to our most recent financial report on Form 10-K filed with the SEC for more information on the risks and uncertainties that could cause actual results to differ materially. We will also make references to non-GAAP financial measures today. Reconciliations between the non-GAAP and comparable GAAP financial measures are included in the press release and other materials that are being posted in the Investor Relations section of our website. With that, I will now turn the call over to David for introductory remarks.
D
David Goeckeler1:25
Thank you, Peter. Good afternoon and thank you for joining the call to discuss our 2023 second quarter results. The Western Digital team worked diligently within the dynamic market and delivered revenue at the high end of the guidance range we provided in October. We reported second quarter revenue of $3.1 billion and a non-GAAP operating loss of $119 million. Our non-GAAP loss per share was $0.42. Our ongoing efforts to control expenses, optimize working capital, and deploy capital judiciously helped us manage cash flow in this challenging flash pricing environment and larger than expected HDD underutilization that pressured gross margins. Before we discuss the details of our second quarter results, I wanted to cover two other announcements that we are making today. First, we disclosed that Western Digital has entered into agreements with Apollo Global Management and Elliott Investment Management for convertible preferred equity investments totaling $900 million. In connection with the agreement, Reed Rayman, a partner at Apollo, will join our board starting immediately. On behalf of the board, I am pleased to welcome Reed, a leading technology investor who will provide us with additional financial and strategic expertise, which will be critical as we continue to execute on our business strategy and complete our strategic review. Second, on January 25th, we secured access to $875 million of financing through a delayed draw term loan. When combined with the actions we undertook to structurally lower our cost structure, these financings provide valuable financial optionality and flexibility to Western Digital as we continue our strategic review. Regardless of the outcome of the strategic review, our goal is to ensure the business is in a solid financial position to invest in innovation and create long-term shareholder value. Given the ongoing nature and confidentiality of the process, we will not be answering any questions about the strategic review process or making comments on market rumors. We will provide updates as we have them. Over the past three years, we have worked continuously to reinvigorate innovation and bolster business agility for both our Flash and HDD organizations, which enable the Western Digital team to stay ahead of the market. Over this same period, we paid down $2.7 billion in debt and arranged for settlement of a long-standing tax dispute. Since the beginning of fiscal year 2023, we have taken additional actions to reset the business in response to the post-pandemic environment. These actions include: first, we have further reduced our capital expenditures across Flash and HDD to moderate our supply. As a result, our projected cash capital expenditure for fiscal 2023 has declined nearly 40 percent from six months ago. Second, we have decreased supplied bit growth across both Flash and HDD. In Flash, we reduced wafer starts by 30 percent in January. In HDD, during the fiscal first quarter, we consolidated production lines across our manufacturing facilities and idled certain media production lines in Asia, reducing client hard drive capacity by approximately 40 percent. During the fiscal second quarter, we continued to optimize our capacity enterprise manufacturing footprint to align our supply with the new demand environment. Third, we have reduced our quarterly non-GAAP operating expense by over $100 million since the close of fiscal year 2022, driven by lower headcount, discretionary spending, and variable compensation. We are targeting to reduce quarterly non-GAAP operating expense level to below $600 million by the time we exit the fiscal year. And lastly, in December, we successfully executed an amendment to the existing financial covenants under our credit agreement. Turning to end market demand, during the fiscal second quarter, demand for consumer-oriented products stabilized. As we discussed in October, in consumer, we experienced a seasonal uptick across both Flash and HDD. In client, channel demand for both SSD and HDD have improved. However, commercial PCs are now being impacted by tightening budgets and spending across corporations, which is negatively affecting client SSD shipments. In cloud, we experienced a decline in nearline shipments as our customers were undergoing inventory digestion and ongoing subdued China demand. I'll now turn to business updates. Starting with HDD, during the fiscal second quarter, our HDD revenue declined significantly as cloud inventory digestion intensified, while demand for retail and client HDD improved. We continue to successfully execute on our product roadmap as we completed qualifications and commenced shipments of our latest generation 22 terabyte CMR hard drives at multiple cloud and major OEM customers last quarter. We are aggressively ramping this 22 terabyte CMR product this quarter and expect this drive, along with its SMR variants, to be our growth engine going forward. Qualifications of our 26 terabyte Ultra SMR drives are also progressing well. Our major customers remain committed to adopting SMR drives as the 20 percent capacity gain that Ultra SMR drives over CMR offers multi-generation TCO benefits to the most complex data centers worldwide. We expect sequential growth in revenue and margin into our fiscal third quarter and continued recovery as we move through calendar year 2023. Turning to flash, thanks to our broad portfolio, diverse routes to market, and leading retail franchise combined with strong seasonal demand, bit shipments increased 20 percent sequentially, exceeding our forecast. While we continue to experience pricing pressure in the market, our premium brands including SanDisk, SanDisk Professional, and WD Black continue to deliver strong share and profitability to support the business. Our premium WD Black client SSD, which is optimized for gaming, continues to be well received in the marketplace. It achieved a record in exabyte shipments, unit shipments, and average capacity per drive, resulting in exabyte shipment increase of 73 percent sequentially and 41 percent year over year for this product. On the technology front, BiCS5 represented 70 percent of our flash revenue in the December quarter, while BiCS6 will reach cost crossover in the fiscal third quarter. Our next generation 3D NAND node, BiCS8, has entered productization phase. BiCS8 incorporates several groundbreaking 3D NAND architectural innovations to deliver a major leap in performance and cost-effective solutions to a broad range of exciting products, demonstrating the benefits of Western Digital's strong partnership with Kioxia and our innovation leadership in 3D NAND architecture. As we look into the fiscal third quarter, in hard drives, overall demand in cloud has stabilized and we expect modest improvement in nearline to offset a seasonal decline in client and consumer hard drives. We expect stronger improvements in the second half of this calendar year led by the aggressive ramp of our 22 and 26 terabyte hard drives. In Flash, we expect enterprise SSD product demand for the fiscal third quarter to be sharply reduced as certain large cloud customers have entered a digestion period. In addition, a reduction in commercial PC demand is expected to impact client SSD shipments in the near term. Driven by the lower customer demand forecast in enterprise and client SSDs, we anticipate bit shipments to decline in the fiscal third quarter and return to growth in the fiscal fourth quarter. As I mentioned earlier, Western Digital lowered wafer starts in January and we remain flexible in adjusting the magnitude and duration to restore our flash supply and demand balance. As noted, for calendar year 2023, we expect reduced capital investment and lower utilization in response to the new demand environment. Our initial estimate is for flash demand bit growth to be in the low 20 percent range, with production bit growth to be well below that of demand. With that, let me turn the call over to Wissam, who will discuss our second quarter results in greater detail and provide an outlook for the third quarter.
W
Wissam Jabre11:18
Thank you, David, and good afternoon everyone. Total revenue for the quarter was $3.1 billion, down 17 percent sequentially and 36 percent year over year. Non-GAAP loss per share was $0.42. Looking at our end markets, cloud represented 39 percent of revenue at $1.2 billion, down 33 percent sequentially and 36 percent year over year. Sequentially, the declines in capacity enterprise drives sold to our cloud customers and smart video were partly offset by an increase in flash shipments. Nearline bit shipments were 61 exabytes, down sequentially driven by inventory digestion. The year-over-year decline was also primarily due to inventory digestion in hard drives. Client represented 35 percent of total revenue at $1.1 billion, down 11 percent sequentially and 41 percent year over year. Sequentially, the decline was driven by pricing pressure across our flash products, which was partly offset by an increase in hard drive shipments. The year-over-year decline was also due to pricing pressure in flash as well as lower client SSD shipments for PC applications. Finally, consumer represented 26 percent of revenue at $0.8 billion, up 17 percent sequentially and down 25 percent year over year. Sequentially, the increase was driven by seasonal uptick in both retail hard drives and flash shipments. The year-over-year decline was driven by lower retail hard drive shipments and pricing pressure in flash. Turning now to revenue by segment, we reported HDD revenue of $1.45 billion, down 28 percent sequentially and 34 percent year over year. Sequentially, total HDD exabyte shipments decreased 35 percent and average price per hard drive decreased 21 percent to $99. On a year-over-year basis, total HDD exabyte shipments decreased 33 percent and average price per unit increased 2 percent. Flash revenue was $1.7 billion, down 4 percent sequentially and 37 percent year over year. Sequentially, flash ASPs were down 20 percent on a blended basis and 13 percent on a like-for-like basis. Flash bit shipments increased 20 percent sequentially and remained approximately flat year over year. As we move to costs and expenses, please note that my comments will be related to non-GAAP results unless stated otherwise. Gross margin for the fiscal second quarter was 17.4 percent, down 9.3 percentage points sequentially and 16.2 percentage points year over year. Our HDD gross margin was 20.7 percent, down 7.8 percentage points sequentially and 9.9 percentage points year over year. On both a sequential and year-over-year basis, the decline was due to underutilization related charges of approximately $100 million. Our flash gross margin was 14.5 percent, down 10 percentage points sequentially and 21.6 percentage points year over year. We are continuing to reduce our costs with operating expenses at $669 million for the quarter, down $30 million sequentially. Operating loss was $119 million. Taxes were a benefit of $48 million. Taxes are influenced by several factors including the projected quarterly profitability for the rest of the year and our corporate tax structure. Earnings per share was a loss of $0.42. Operating cash flow for the second quarter was $35 million and free cash flow was an outflow of $240 million. Cash capital expenditure, which includes the purchase of property, plant, and equipment and activity related to our flash joint ventures on our cash flow statement, was $275 million. Our gross debt outstanding remained at $7.1 billion at the end of the fiscal second quarter. Our trailing 12 months adjusted EBITDA at the end of the second quarter as defined in our credit agreement was $3.3 billion, resulting in a gross leverage ratio of 2.1 times compared to 1.5 times a year ago. As a reminder, our credit agreement includes $0.8 billion in depreciation add back associated with the flash ventures. This is not reflected in our cash flow statement. Please refer to the earnings presentation on the Investor Relations website for further details. As David mentioned, during the fiscal second quarter we executed an amendment to the credit agreement that temporarily increased the covenant leverage ratio for the next seven quarters. Our liquidity position continues to be strong. At the end of the quarter, we had $1.9 billion of cash and cash equivalents and a revolver capacity of $2.25 billion for total liquidity of $4.1 billion. Today we announced multiple agreements to further enhance our liquidity position by $1.8 billion as follows: On January 25, we closed the delayed draw term loan agreement with our lenders in the amount of $875 million. In addition, as David mentioned, Western Digital entered into an agreement with Apollo Global Management and Elliott Investment Management for a convertible preferred investment of $900 million. Together, these actions significantly increase our ability to access liquidity and provide additional financial flexibility and optionality as we manage through this challenging downturn and execute on our strategic review. Before I go over guidance for the fiscal third quarter, I'll discuss the business outlook and the financial impact associated with the actions we are taking to right-size our cost structure. In HDD, we expect revenue to increase modestly in the fiscal third quarter as growth in nearline shipments outpaces decline in consumer. In Flash, we expect both shipments and ASP to decrease sequentially. We expect bit growth to resume in the fiscal fourth quarter. For the fiscal year 2023, we are reducing our gross capital expenditures to approximately $2.3 billion compared to our prior forecast of $3.2 billion entering the fiscal year. We are also aiming to reduce our cash capital expenditure to $900 million, which is about 40 percent below our forecast six months ago. The primary drivers of our lower capital expenditures are the delay of the BiCS6 transition in Flash and reduced investment levels in both client and capacity enterprise hard drive manufacturing. We have reduced our quarterly operating expenses by over $100 million compared to six months ago. We are targeting to exit this fiscal year with quarterly operating expenses below $600 million. These actions will allow us to weather this cycle while also enabling us to continue advancing our innovative product roadmap going forward. I'll now turn to guidance for the fiscal third quarter. Our non-GAAP guidance is as follows: We expect revenue to be in the range of $2.6 to $2.8 billion. We expect gross margin to be between 9 percent and 11 percent, which includes underutilization charges in Flash and HDD totaling $250 million, with flash driven by 30 percent reduction in wafer starts. We expect operating expenses to be between $600 million and $620 million. Interest and other expenses are expected to be approximately $90 million. We expect tax expenses to be between $60 and $70 million for the fiscal third quarter and approximately $240 to $260 million for the fiscal year. We expect loss per share of $1.70 to $1.40 in the third quarter, assuming approximately 319 million shares outstanding. I now turn the call back over to David.
D
David Goeckeler21:02
Thanks, Wissam. Before we open up for questions, I wanted to reiterate our view of the long-term opportunities for both Flash and HDD storage. Importantly, our efforts have enabled us to regain architectural leadership in both Flash and HDD, and we are preparing these technologies to address the meaningful long-term growth for storage from client to edge to cloud. With our diverse portfolio, broad go-to-market engine, an enviable retail franchise, and a lower cost structure, we remain confident in our ability to deliver long-term shareholder value. Okay, Peter, let's open up for Q&A.
O
Operator21:54
Ladies and gentlemen, we will now begin the question and answer portion of today's call. If you have a question, please press star and one on your phone. If you would like to withdraw your question, please press star and two. One moment please for the first question.
C
CJ Muse22:12
Yeah, good afternoon. Thank you for taking the question. You know, obviously we're kind of in a perfect storm here, but curious as you think about maintaining your technological competitiveness in the NAND side while at the same time significantly slowing down capex for both you as well as what we've heard from Kioxia for BiCS6. How do you balance those two things? How do you set the stage into a recovery and maintaining that leadership, and how much longer can you squeeze the requisite kind of 15 percent cost downs out of BiCS5?
D
David Goeckeler22:55
Hey CJ, thanks for the question. Good to hear from you. So yeah, that's a balancing act, there's no doubt. One of the things we talked about in the script and we feel really good about is BiCS8. BiCS8 has reached productization. We'll have more to say about BiCS8. We'll do a webinar during the quarter on all the technological innovation there. There's been an enormous amount of R&D going into that, so we feel very good about where we are from a technology roadmap. I'm actually holding a BiCS8 USB in my hand right now, one of the first ones. So we're putting enough capital in the system to move BiCS6 along. BiCS6 will be a shorter node for us. It won't go into all products. We'll be making choices about what we take it into or where we need BiCS6. BiCS5 will service well for the rest of the portfolio, and then we'll move right into BiCS8, which quite frankly is ahead of schedule as far as production, and we feel very good about it. So we'll balance all of that and have enough capital to accelerate BiCS6 where we need it and then accelerate BiCS8 when we see the growth come back. As far as the cost downs, in the second half of the year, cost downs are going to be very difficult because we are far along in BiCS5 and BiCS6 is not ramping that much. We'll return to those as we start to ramp BiCS8, but we'll still have some, but not to the level, especially with the underutilization of the fab. So all of those mixed in, we will have gotten most of our cost downs in the first half of the year and then we'll see them come back as we ramp up BiCS6 and especially BiCS8.
C
CJ Muse24:39
Very helpful. If I can follow up, can you confirm that for the March quarter it's just $150 million incremental underutilization charges, and then how are you thinking about that rolling off through calendar '23? Thanks.
W
Wissam Jabre24:52
Yeah, hi CJ. So for the March quarter, we're projecting $250 million in total between both Flash and HDD. We expect the split of those to be roughly $150 million in flash and $100 million in the HDD business. As we roll into the fourth quarter, I expect HDD to become minimal, but flash would depend on how long we continue with the underutilization. The way to think of it is, typically as we reduce the wafer starts, given the cycle time, we expect approximately 60 to 70 percent of the impact to come in the first 90 days and then the remaining impact would be in the following quarter. So the March quarter will have around 60 to 70 percent of the impact from the underutilization for the action we've taken so far. That said, depending on how the demand picture evolves, we haven't yet decided how long the underutilization is going to be, and we'll manage this in a very dynamic way as we continue to look at the market inputs. My comments were around assuming a one-quarter event.
O
Operator26:33
And our next question will come from Aaron Rakers with Wells Fargo. Please go ahead.
A
Aaron Rakers26:43
Yeah, sorry about that. Can you guys hear me?
D
David Goeckeler26:49
Yeah, hey Aaron. How you doing?
A
Aaron Rakers26:55
Hey, good. Thanks for taking the question. I'll try and slip in two as well here real quick. First of all, on the 30 percent reduction of the wafer starts starting in early January, I'm just curious in the context of what you had outlined. You still sound like you think that NAND flash bit demand growth is somewhere in a 20-plus range. With that 30 percent reduction, how has your bit production changed? As you look at calendar '23, how much, what's your assumption as far as your own bit supply growth as we move forward?
D
David Goeckeler27:26
So first of all, let me talk about how we're thinking about it. It is a very dynamic situation. When we were looking at our CQ1, we've seen some demand drops. We're coming off a very strong quarter of bit growth. We just delivered 20 percent sequential bit growth. That's why we didn't cut wafers earlier. When we look at Q3, our fiscal Q3, we're seeing some drop in both client and enterprise. The enterprise SSD side of it is more a digestion issue, so we want to make sure we manage our inventory and we don't get things too built up. That's why we've decided to cut wafer starts in the first quarter. Again, as Wissam said, that's a decision we can make every week about how we load wafers into the fab. Right now, that's a one-quarter decision to make sure we keep our supply and demand balanced as best we can.
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Wissam Jabre28:31
I think from a supply perspective, given the context situation, we're looking at this to be in the single-digit growth from supply perspective.
A
Aaron Rakers29:02
That's helpful. And then a quick follow-up on the hard disk drive side. Exabytes, the capacity here, if that's down 40 to 45 percent sequentially, what gives you the confidence that that's just a transitory digestion thing and maybe there isn't anything going on competitively? Any visibility you want to share in that business?
D
David Goeckeler29:20
Yeah, I think we signaled this a little bit last quarter. We knew there was going to be some variability in demand across the industry and across customers. Quite frankly, when you're at these revenue levels, which are the lowest we've seen in a long time, orders from big customers make a very big difference. So if you go back for the last couple of quarters, the way different big top cloud customers structured their LTAs or the way big orders came in, you're seeing some pretty large share shifts quarter over quarter. But when you look at it on a six-month basis or a 12-month basis, you see pretty consistent share. I think we've gained a little bit, but again, we're managing for profitability. We think share is going to be over a multi-quarter period pretty stable, and that's actually the way it's working out. You're just seeing some pretty big swings here quarter over quarter. So we feel really good about the competitive situation. The 22 terabyte drive shipped in significant volume this quarter. We expect to ramp that throughout the year. We've got big customers very committed to SMR. Our Ultra SMR technology gives us a unique position of an additional 20 percent gain over CMR, and that is in qualification across a number of very large customers. So we feel like as we ramp throughout calendar year '23, we ramp into a stronger and stronger portfolio as we move through the year.
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Operator30:59
And our next question will come from Joe Moore with Morgan Stanley. Please go ahead.
J
Joe Moore31:06
Great, thank you. I just wanted to make sure I understood the mechanics of the underutilization charge. Is that the cost of just higher cost per bit because you're running underutilized, or are you pulling some of that forward in time but maybe not all of it? Can you just talk about what exactly that charge will represent and how that's going to play out?
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Wissam Jabre31:29
Yes, sure, Joe. I should have clarified. When I talked about the underutilization, we don't necessarily have a similar approach to the accounting for underutilization as some of our peers. For us, the underutilization charges are taken as a period expense. So any portion of the factory that's not being utilized is basically expensed within the quarter and does not flow through the inventory and back to the P&L.
J
Joe Moore32:05
Okay, that's helpful. And I guess, how are you guys thinking about the signals of when that goes back to full utilization? Do you wait for pricing to stabilize, or is there something you can see beforehand that will tell you it's time to move the fab back to full?
D
David Goeckeler32:23
Well, we're always talking to our customers, right? So we have a very good sense of where they're at and what their demand signals are going to be. As we talked about, we expect volume to increase going into our fiscal fourth quarter. So as we get closer to that and we understand what that looks like, we'll make an incremental decision on when and how to ramp back up the fab.
O
Operator32:46
Great, thank you very much. And our next question will come from Kim Murphy with UBS. Go ahead.
J
Jason32:59
Hi, thanks a lot. This is Jason for Tim from UBS. I have a couple questions. My first question is on your NAND segment. Sorry if I misunderstood, but I believe you said single-digit bit growth for NAND in calendar year '23. So I was just curious which end markets are driving this demand weakness this year. Also, I was just curious whether we should expect any potential risk for NAND inventory write-downs in the March quarter or June quarter.
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Wissam Jabre33:24
Yeah, so Jason, my comment was around the supply side. I would say the single-digit, let's call it high single-digit percentage growth. I didn't necessarily make any comments on the demand side. On the demand side, it would probably be in the low 20 percent range in calendar '23 versus calendar '22. As for the second part of your question related to inventory, we go through the process at the end of every quarter as part of our quarter close. We look at the various demand signals versus the inventory on hand and the costs, etc., and we're comfortable with where we ended at the end of calendar Q4.
J
Jason34:19
Got it. Thank you. And my second question is, apart from your comment on the utilization charges, do you guys also see any potential additional risk for purchase order cancellation fees for any equipment you have with your suppliers?
W
Wissam Jabre34:32
We typically don't forecast these things and we manage the business in a dynamic way, so I don't expect anything major there.
D
David Goeckeler34:45
Yeah, again, going back to Wissam's prior comment, that's part of our normal quarterly close process. If there were any adjustments that needed to be made, we would have made them at that time. But of course, you have to re-measure it and take a look at it every quarter.
O
Operator35:04
Our next question will come from Christian with Citi. Go ahead.
C
Christian35:10
Yeah, I've been putting the question. First one, David, you mentioned NAND and HDD could improve. I'm kind of curious how to think about pricing trends for nearline going into the March and June quarter, and also on flash, the nearline exabyte growth in the first half of this year in calendar '23 overall.
D
David Goeckeler35:28
Yeah, I think the pricing environment has been pretty good in HDD throughout this whole cycle. Anytime you're seeing this kind of underutilization, you're going to see a little bit of pressure on pricing, which is not surprising. I would say we're seeing a little bit more. As we look at exabyte growth, I think it's pretty clear to say it'll be stronger in the second half than the first half. We're going to ramp back off of this very low level. In Q4, we expect growth as we move throughout the calendar year. As we said, we're anticipating modest revenue growth, maybe low to mid single digits quarter over quarter going into calendar Q1, our fiscal Q3. We expect margin improvement as the volume comes back and the underutilization charges drop, and we'll see that continue as we go throughout the calendar year. But we are coming off of very low levels. Exabyte growth in the full calendar year will probably be below 20 percent, something around that. But again, we got to see how it plays out. We've still got big customers going through inventory digestion. Some are coming out of it. We'll know more as we work our way through the calendar quarter. We also have a very dynamic situation in China. The China market has been very subdued for quite a long time now. I would say there are some signs of things getting better. We'll see after we get past the New Year how that progresses. Depending on how that comes back, it will have an impact as well.
C
Christian37:27
And you also mentioned that for HDD in March, the cloud business stabilized. So curious on the NAND side, when do you expect this to be the bottom and when do things start improving from a demand standpoint or consuming your own inventory standpoint? Thank you.
D
David Goeckeler37:49
Yeah, that's a very difficult question given how dynamic the market is. I think we're coming off of a very strong quarter of bit growth. 20 percent sequential bit growth in our FQ2 was a good result, obviously in a very challenging pricing environment. Going into our fiscal third quarter, we see a drop in both bits and pricing, so that's a pretty significant impact on the business. The current forecast going into our fiscal Q4 sees the volume pick back up. So that's a little bit of how we see the dynamics. The pricing environment will change as supply and demand come more into balance. We're doing everything we can to manage our supply and demand situation so that we keep our inventory situation under control. It's very important in this kind of cycle and will continue to be very dynamic. It literally changes week over week. One of the things I'm very happy about what we've built in the organization over the last several years is a tremendous amount of agility to react. It's important that we react faster than the market is moving, otherwise we just get carried along with the market. I think we are doing a good job of that to get the best result we can out of a difficult market and prepare ourselves from a technology and portfolio position so that when things get more in balance and we get to the inevitable upturn, we are very well positioned. We feel good about that from flash technology. I talked about BiCS8. We'll talk more about that throughout the quarter. I think you're going to be impressed about the innovation that's in that. I certainly was, and also about where we're at in the product volume.
O
Operator39:44
And the next question will come from with Bank of America. Go ahead.
A
Analyst39:51
Yes, thank you. If I could just follow up on your comment on underutilization charges will be minimal in HDDs in fiscal 4Q. What's giving you the confidence there that this inventory digestion, particularly in the high-cap drives, will largely be done? I know you're coming off low levels, but it also seems like some of the broader cloud customers are starting to take down as well in terms of their own demand. So any color you can share on what you're seeing in the market that's giving you the confidence that those underutilization charges will go away in HDDs by fiscal 4Q?
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Wissam Jabre40:24
Well, let me start with the answer. When we look at our inventory exiting the fourth quarter, our inventory appears to be in a better position than our peers. So when we consider the utilization and where the demand is and the improvement in demand over time on the HDD side, that's really what drove my comment. Based on what we see today, this is how we anticipate things to unfold.
A
Analyst41:06
Okay, thanks for that. And Dave, you noted in your prepared remarks a lot of different things that you're doing, all the things that are under your control like negotiating covenants, cutting costs, lowering capex. And despite all these, you are doing this convert. So maybe you can just talk about why this incremental liquidity is needed. Has your view on the market changed materially or your strategic options changed materially, or is this more of a strategic investment than just optionality? Any color you can share around that would be helpful.
D
David Goeckeler41:42
Yeah, it's a number of things. First of all, it is to give us the flexibility to manage through the depths of the downturn. It's important that we have a blend of different kinds of financing, both debt and equity. We can't just take all debt. We've got to watch our debt-to-equity and EBITDA-to-debt ratios and make sure we manage it all as one package. So that's part of it. A big part of it is facilitating the execution of our strategic review. These agreements are very complicated and very well thought through to give us the ability to execute a range of outcomes and make sure that we can be in a good position as we move to that stage of the process. Not putting a timeline on that, but these are set up in a way that give us a lot of optionality and flexibility to facilitate that outcome. And then the third thing, it brings additional capability to our company. Reed Rayman is a very sophisticated technology investor that will join our board. Elliott will have the right to join our board under an amended letter agreement with them when they clear some issues at their choice. So it brings a lot of capability to us as well. We feel good about people investing in the business, about the opportunity to do this, and it puts us in a very strong position to continue to execute the business, invest in innovation, as well as set ourselves up for the next phase of our strategic review.
O
Operator43:40
And our next question will come from Shannon Cross with Credit Suisse. Please go ahead.
S
Shannon Cross43:47
I have a follow-up to the last and an additional question. I just want to assume that you're not going to initially draw down the term line that you have and that that's kind of an insurance policy. And how should I think about interest expense in that? And then I have a follow-up.
W
Wissam Jabre44:11
Yeah, Shannon, one thing to keep in mind is that we still have the IRS settlement payment that's expected to be in the fourth quarter. So when the time comes for that, we will make a decision based on what's the most efficient way to pay. If we don't need to draw down on our new facility, then we won't do that, because obviously the additional investment also gives us flexibility and optionality from a liquidity perspective.
S
Shannon Cross44:45
Okay, thanks. And then, what changes are you looking at to get down to OpEx at about $600 million a quarter as you look across your cost basis?
W
Wissam Jabre44:58
Yeah, so when you look at where we ended the December quarter, we were down versus the September quarter, which was also down versus the previous quarter. So from the beginning of the fiscal year till now, we've taken down approximately $100 million and we got it to be $600 to $620. We continue to take similar actions going through the typical focusing on exiting or reducing all sorts of discretionary expenses, but more importantly, we're basically focusing on maintaining the critical R&D investments so that we continue to invest in our technology and drive the long-term growth. So more of a similar type of actions as we've taken so far, and that should get us close to the $600 million and below that by the end of the fourth quarter.
O
Operator46:03
Thank you. Thanks, Shannon. Your next question will come from Tom O'Malley with Barclays. Please go ahead.
T
Tom O'Malley46:09
Hey guys, thanks for taking my question. My question is on the preferred equity convert. We've seen different companies handle them from a dilution perspective where sometimes even out of the money, you'll see them coming to the non-GAAP share count. Could you just talk about what you're expecting from dilution there and how you're handling that in the guidance given? I really don't see shares getting moved around at all. Thank you.
W
Wissam Jabre46:34
So Tom, maybe I'll start with the latter part of your question. As we're guiding for a loss per share for this quarter, including the dilution of the preferred liquid convert would be anti-dilutive, and so that's why you don't see them reflected in the share count. However, as we swing to a profit, I would expect us to include them as part of our fully diluted share count, so they'll have some limited dilution impact.
T
Tom O'Malley47:08
Helpful. And then just on the recovery side into the fourth quarter on some of the bit shipments or the NAND, do you just think that it will inflect higher? Are you expecting a material step up because you outperformed your peers in the December quarter with the growth you saw there? You're obviously expecting to step down in March, but just talk about the cadence. Is it an extreme step down in March with a small step up? Any color on how you're looking at that forecast?
D
David Goeckeler47:38
Yeah, I think one of the things we're seeing is one of our big enterprise SSD customers go through a digestion phase in our FQ3. I think they'll get through that in a quarter and be back to buying, so that should get back to a good guy instead of a bad guy as far as volume. And then this is a very seasonally weak quarter for consumers, so we'll see some stuff up there. Client is a little bit TBD. Commercial and enterprise is a little weaker. The consumer side has stabilized. So I don't want to put too much qualification on it, but again, we feel good about our ability to have a very diverse portfolio and a very diverse go-to-market engine. We've talked about this from the channel to consumer to the big OEMs to the web players. Quite frankly, we saw last quarter that go-to-market engine perform really well, and when we get past a few seasonality things and a few things that are idiosyncratic with big customers, we'll see it kick back in and perform well.
O
Operator48:56
Thanks. Our next question will come from Jim with Citi. Go ahead.
J
Jim49:04
Thank you so much. David and Wissam, it sounds like with the charge of $250 million now and you mentioned NAND underutilization starts to kind of go away in Q4, that kind of means you're seeing the bottom or the worst of the utilization charges in the March quarter. Is that fair to say? I know you still have to do some adjustments for NAND and wafers based upon how the market goes, but is it fair to say the worst of it and the digestion and equilibrium are hitting in the March quarter?
W
Wissam Jabre49:33
Jim, thanks for the question. My comment around underutilization going away was more related to the HDD side of the business. On the flash side or on the NAND side, it is a dynamic situation. We will continue to assess as we see the demand signal coming. The example I gave earlier was on the assumption that we have only one quarter of underutilization. I wanted to make sure that that's well described for modeling purposes. But yeah, the comment around the underutilization disappearing was mostly related to the hard drive side. On the NAND side, when we exited Q4, our inventory position was better than some of our peers, and we're taking this action to continue to manage our inventory given where the demand picture is today. But that's an evolving situation, and we can, as David said, make this decision on a weekly basis if we need to change the approach.
O
Operator50:58
And our next question will come from Carl Ackerman with BNP Paribas. Please go ahead.
C
Carl Ackerman51:05
Yes, thank you. I was wondering, I want to talk about NAND for a second. Does the capital infusion from the convertible stock and draw on your revolver change your approach to ramping BiCS6 and BiCS8? I ask because 90 days ago you indicated you'd be pushing out the BiCS6 transition to reduce your capex for fiscal '23, but today you're also indicating BiCS6 will reach cost crossover with BiCS5 in March, and you're also currently in production of BiCS8. So I guess specifically, when should we expect BiCS8 to reach volume crossover? Thanks.
D
David Goeckeler51:43
Yeah, I don't think we're that far along to issue that kind of guidance, I guess I would call that. But I think what we're saying is BiCS8 is well along in its technology evolution and its production phase. Like I said, I wish we were on video so I could show you the BiCS8 product I'm holding in my hands and playing with. But the investment doesn't change the way we're thinking about our supply situation. What we're trying to do is match our supply situation to our demand and make sure we can manage our inventory and it doesn't get out of control as we go through this process. We're trying to be very dynamic. Obviously, when you're slowing down the fab, one of the ways to do that is to slow down the node transitions. It brings in this whole question of how long we're going to stay on BiCS6, how fast do we transition to BiCS8. We're working through all of that. Again, that's a bit dynamic. A lot of it depends on what BiCS8 looks like and how it's being productized. I think one of the things we're seeing here today is it has reached the productization stage ahead of schedule. So we'll have more to say about what that fab mix looks like as we go forward. It's clear we're going to have BiCS6 as a shorter node. It won't go into every single product. It'll go into the products that it needs, and then we'll move other products straight to BiCS8.
C
Carl Ackerman53:24
I appreciate that. And because you are discussing an improvement in HDDs beginning in March, could you discuss whether you need to take further action to right-size your own inventory of components? Thank you.
W
Wissam Jabre53:38
The quick answer to this call is we don't see the need to do that. So this is why we don't project it. We continue to manage the inventory situation on a dynamic basis, but as of the end of the quarter, we were comfortable on where we are, and from where I stand today, we don't see the need to do that.
O
Operator54:04
And our next question will come from Stephen Fox with Fox Advisors. Go ahead.
S
Stephen Fox54:11
Hi, thanks for taking my question. I just want to follow up on that last question about inventories. Can you expand on the strategy from here? I'm looking at your inventory days and they're up from 102 a year ago to 133 days, and you mentioned there's still some demand questions. So I'm trying to understand why start ramping back HDDs next quarter versus taking an inventory write-down versus other strategies to get your inventories in better alignment and generate some better cash flows. Thanks.
W
Wissam Jabre54:44
So let me maybe clarify on the HDD side. To be clear, when we look at the inventory movement in the December quarter that just ended, we did reduce the HDD inventory quite a bit. In fact, the increase came from the flash side. When we look at the numbers quarter to quarter at the company level, we saw around $90 million reduction in inventories, and more than $200 million of that reduction was in the HDD side, partly offset by some growth in Flash. So we don't think the inventory situation on the hard drive side is bad. We obviously continue to monitor as we do on a regular basis. Also, as part of the $250 million underutilization that we talked about for the March quarter, there are some continued underutilization on the hard drive side which would allow us to continue to manage inventory very tightly and maintain that discipline on the supply side until the demand grows and accelerates. That's what my comment was about the next quarter, not necessarily the June quarter, not seeing as much of hard drive underutilization charges. I hope this clarifies.
O
Operator56:31
Thank you, Stephen. And our last question will come from Sidney Ho with Deutsche Bank. Go ahead.
S
Sidney Ho56:40
Thanks for squeezing in. A couple of quick ones on the gross margin side. If I think about fiscal third quarter, if hard drive underutilization charges go down quarter over quarter and revenue goes up modestly, is it fair to assume that gross margin for hard drive goes up? And if that's the case, does that mean NAND gross margin could go below zero in the quarter?
W
Wissam Jabre57:06
Yes, this is a fair way of looking at the transition from Q2 to Q3. With the improved utilization, or let's say smaller underutilization on the hard drive side, we expect to see some improvement in the gross margin quarter to quarter. Unfortunately, with the high underutilization charge related to the 30 percent supply cut on the flash side, we are anticipating the gross margin there to be slightly negative. So that sums it up.
S
Sidney Ho57:46
Great, thanks. And then my quick follow-up here is, maybe you've covered this, characterize the inventory level in the customers for both hard drives and flash. Sounds like hard drive is in decent shape. I'm more curious on the flash side.
D
David Goeckeler58:04
Yeah, I would say the channel has been pretty good on client SSDs this past quarter. So I don't think there's anything particularly unusual in the channel. The channel performance was actually one of the bright spots last quarter. So I don't think we see anything too unusual there.
O
Operator58:23
Thank you. Thank you, Sidney. All right, everyone, thanks for joining us on the call. We look forward to talking to you throughout the quarter. Take care.
Thank you. The conference is now concluded. Thank you for attending today's presentation. You may now disconnect your lines at this time.