UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~May 26, 2023~~March 1, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-38102

SMART GLOBAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Cayman Islands			98-1013909
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)


c/o Walkers Corporate Limited
190 Elgin Avenue
George Town, Grand Cayman
Cayman Islands			KY1-9008
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code: (510) 623-1231

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, $0.03 par value per share	SGH	Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~June 22, 2023,~~April 1, 2024, the registrant had ~~50,067,897~~52,297,047 ordinary shares outstanding.

Table of Contents


2

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (“Quarterly Report”) contains ~~forward-looking statements~~“forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of ~~1995.~~1995 that are not historical in nature, that are predictive or that depend upon or refer to future events or conditions. These statements include, but are not limited to, statements ~~concerning or~~ regarding ~~future events and~~ our future financial ~~and~~or operating ~~performance; statements regarding~~performance, the extent and timing of ~~and expectations regarding our~~ future revenues and expenses and customer demand; statements regarding ~~our business strategies, investments and growth drivers in our industries and markets; statements regarding~~ the deployment of our products and services and our ability to meet customer commitments; statements regarding the effects of the ongoing COVID-19 pandemic and macroeconomic events, including supply chain challenges, foreign currency fluctuations and interest rate changes, upon our and our customers’ respective businesses; statements regarding the anticipated benefits to be realized from the acquisition of Stratus Technologies; statements regarding the estimations of future payouts under our equity plans and in connection with the acquisition of Stratus Technologies; statements regarding our expected capital expenditures and our estimates regarding our capital requirements; statements regarding restructuring activities and charges; statements regarding the impairment of goodwill; andservices; statements regarding our reliance on third ~~parties. These~~parties; and statements ~~can be identified by the fact that they do not relate strictly to historical or current facts. Forward-looking statements often use~~using words such as “anticipate,” ~~“target,~~“believe,” “could,” “estimate,” “expect,” ~~“estimate,~~“forecast,” “intend,” “plan,” ~~“goal,~~“potential,” ~~“believe,” “could”~~“should” and ~~other~~similar words ~~of similar meaning. Forward-looking~~and the negatives thereof. These forward-looking statements ~~provide~~are based on our current expectations or forecasts of future events, circumstances, results or aspirations and are subject to a number of significant risks, uncertainties and other factors, many of which are outside of our control, including but not limited to, ~~issues, delays or complications in integrating the operations of Stratus Technologies;~~global business and economic conditions and growth trends in technology industries, our customer markets and various geographic regions; uncertainties in the geopolitical environment; the ~~rapidly evolving nature of the COVID-19 pandemic;~~ability to manage our cost structure; disruptions in our operations or supply chain as a result of the COVID-19 pandemic or otherwise; the ability to manage our cost structure, including our success in implementing restructuring or other plans intended to improve our operating efficiency; workforce reductions; uncertainties in the global macro-economic environment; changes in demand for our segments;chain; changes in trade regulations or adverse developments in international trade relations and agreements; changes in currency exchange rates; ~~availability of our cash and cash equivalents;~~ overall information technology spending; appropriations for government spending; the success of our strategic initiatives including additional investments in new products and additional capacity; acquisitions of companies or technologies and the failure to successfully integrate and operate them or customers’ negative reactions to ~~them, including any resulting impairment~~them; incurring unanticipated costs following the completion of ~~goodwill~~the sale of our SMART Brazil business; issues, delays or ~~gain (loss) on extinguishment~~complications in integrating the operations of ~~debt;~~Stratus Technologies; limitations on or changes in the availability of supply of materials and components; fluctuations in material costs; the temporary or volatile nature of pricing trends in memory or elsewhere; deterioration in customer relationships; our dependence on a select number of customers and the timing and volume of customer orders; production or manufacturing difficulties; competitive factors; technological changes; ~~future cash flows of the Penguin Edge business;~~ difficulties with, or delays in, the introduction of new products; slowing or contraction of growth in the ~~memory market in Brazil or in the~~ LED market; ~~reduction in, or termination of, incentives for local manufacturing in Brazil;~~ changes to applicable tax regimes or rates; prices for the end products of our customers; strikes or labor disputes; deterioration in or loss of relations with any of our limited number of key vendors; the inability to maintain or expand government business; and the continuing availability of borrowings under term loans and revolving lines of credit and our ability to raise capital through debt or equity financings. These and other risks, uncertainties and factors are described in greater detail under the sections titled “Risk Factors,” “Critical Accounting Estimates,” “Results of Operations,” “Quantitative and Qualitative Disclosures About Market Risk” and “Liquidity and Capital Resources” contained in our Annual Report on Form 10-K for the fiscal year ended August ~~26, 2022, our Quarterly Report on Form 10-Q for the quarter ended February 24,~~25, 2023, this Quarterly Report ~~on Form 10-Q~~ and the risks discussed in our other ~~filings with the U.S.~~ Securities and Exchange Commission (“SEC”)~~. In addition, such~~ filings. The risks, uncertainties and factors as outlined above, and in such SEC filings, do not constitute all risks, uncertainties and factors that could cause actual results of our ~~company~~Company to be materially different from such forward-looking statements. Accordingly, you are cautioned not to place undue reliance on any forward-looking statements.

~~Any~~The forward-looking statements ~~that we make~~included in this Quarterly Report ~~speak~~are made only as of the date of this Quarterly Report. ~~Except as required by law, we~~We do not ~~undertake~~intend, and have no obligation, to update ~~the~~or revise any forward-looking statements ~~contained~~ in ~~this Quarterly Report~~order to reflect ~~the impact of~~events or circumstances ~~or events~~ that may arise after the date ~~that the forward-looking statements were made.~~of this Quarterly Report, except as required by law.

About This Quarterly Report

As used herein, “SGH,” “Company,” “Registrant,” “we,” “our,” “us” or similar terms refer to SMART Global Holdings, Inc. and ~~our~~its consolidated subsidiaries, unless the context indicates otherwise. Our fiscal year is the 5252- or 53-week period ending


3

on the last Friday in August. Fiscal years 2024 and 2023 contain 53 weeks and ~~2022 each contain~~ 52 ~~weeks.~~weeks, respectively. All period references are to our fiscal periods unless otherwise indicated.

SGH, SMART Global Holdings, SMART Modular Technologies, SMART, the SMART logo, Intelligent Platform Solutions, Penguin Computing, Penguin Edge, Penguin Solutions, the Penguin Computing logo, CreeLED, J Series, XLamp, Stratus, Stratus Technologies, the Stratus Logo and our other trademarks or service marks appearing in this Quarterly Report are our trademarks or registered trademarks. Trade names, trademarks and service marks of other companies appearing in this Quarterly Report are the property of their respective holders.


43

PART I. Financial Information

Item 1. Financial Statements

INDEX TO FINANCIAL STATEMENTS


			Page

Consolidated Balance Sheets			65
Consolidated Statements of Operations			76
Consolidated Statements of Comprehensive Income (Loss)			87
Consolidated Statements of Shareholders’ Equity			98
Consolidated Statements of Cash Flows			1110
Notes to Consolidated Financial Statements			1211


54

SMART Global Holdings, Inc.

Consolidated Balance Sheets

(In thousands, except par value amount)

(Unaudited)


As of	As of	May 26, 2023		August 26, 2022		As of	March 1, 2024	August 25, 2023
Assets	Assets					Assets
Cash and cash equivalents	Cash and cash equivalents	$	401,275	$	363,065
Short-term investments
Accounts receivable, net	Accounts receivable, net	243,571		410,323
Inventories	Inventories	226,051		323,084
Other current assets	Other current assets	68,014		55,393
Current assets of discontinued operations
Total current assets	Total current assets	938,911		1,151,865
Property and equipment, net	Property and equipment, net	177,751		153,935
Operating lease right-of-use assets	Operating lease right-of-use assets	77,789		77,399
Intangible assets, net	Intangible assets, net	171,415		77,812
Goodwill	Goodwill	183,089		74,009
Deferred tax assets
Other noncurrent assets	Other noncurrent assets	42,233		37,044
Total assets	Total assets	$	1,591,188	$	1,572,064

Liabilities and Equity	Liabilities and Equity
Liabilities and Equity
Liabilities and Equity
Accounts payable and accrued expenses
Accounts payable and accrued expenses
Accounts payable and accrued expenses	Accounts payable and accrued expenses	$	210,125	$	413,354
Current debt	Current debt	32,253		12,025
Deferred revenue
Acquisition-related contingent consideration	Acquisition-related contingent consideration	45,700		—
Other current liabilities	Other current liabilities	96,227		90,161
Current liabilities of discontinued operations
Total current liabilities	Total current liabilities	384,305		515,540
Long-term debt	Long-term debt	782,258		591,389
Noncurrent operating lease liabilities	Noncurrent operating lease liabilities	73,421		71,754
Other noncurrent liabilities	Other noncurrent liabilities	27,038		14,835
Total liabilities	Total liabilities	1,267,022		1,193,518

Commitments and contingencies	Commitments and contingencies
Commitments and contingencies
Commitments and contingencies

SMART Global Holdings shareholders’ equity:	SMART Global Holdings shareholders’ equity:
Ordinary shares, $0.03 par value; authorized 200,000 shares; 55,159 shares issued and 49,807 outstanding as of May 26, 2023; 52,880 shares issued and 48,604 outstanding as of August 26, 2022		1,655		1,586
SMART Global Holdings shareholders’ equity:
SMART Global Holdings shareholders’ equity:
Ordinary shares, $0.03 par value; authorized 200,000 shares; 58,972 shares issued and 52,287 outstanding as of March 1, 2024; 57,542 shares issued and 51,901 outstanding as of August 25, 2023
Ordinary shares, $0.03 par value; authorized 200,000 shares; 58,972 shares issued and 52,287 outstanding as of March 1, 2024; 57,542 shares issued and 51,901 outstanding as of August 25, 2023
Ordinary shares, $0.03 par value; authorized 200,000 shares; 58,972 shares issued and 52,287 outstanding as of March 1, 2024; 57,542 shares issued and 51,901 outstanding as of August 25, 2023
Additional paid-in capital	Additional paid-in capital	432,185		448,112
Retained earnings	Retained earnings	223,301		251,344
Treasury shares, 5,351 and 4,276 shares held as of May 26, 2023 and August 26, 2022, respectively		(124,659)		(107,776)
Treasury shares, 6,685 and 5,641 shares held as of March 1, 2024 and August 25, 2023, respectively
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(214,385)		(221,655)
Total SGH shareholders’ equity	Total SGH shareholders’ equity	318,097		371,611
Noncontrolling interest in subsidiary	Noncontrolling interest in subsidiary	6,069		6,935
Total equity	Total equity	324,166		378,546
Total liabilities and equity	Total liabilities and equity	$	1,591,188	$	1,572,064

The accompanying notes are an integral part of these consolidated financial statements.


65

SMART Global Holdings, Inc.

Consolidated Statements of Operations

(In thousands, except per share amounts)

(Unaudited)

Three Months Ended Nine Months Ended
May 26,
2023 May 27,
2022 May 26,
2023 May 27,
2022
Net sales:
Products $ 325,665 $ 414,160 $ 1,089,703 $ 1,264,378
Services 57,665 48,380 188,279 117,277
Total net sales 383,330 462,540 1,277,982 1,381,655
Cost of sales:
Products 259,975 329,349 875,769 985,600
Services 24,712 18,728 74,779 46,678
Total cost of sales 284,687 348,077 950,548 1,032,278
Gross profit 98,643 114,463 327,434 349,377
Operating expenses:
Research and development 22,235 20,298 72,956 56,749
Selling, general and administrative 70,596 58,483 204,389 164,147
Impairment of goodwill — — 17,558 —
Change in fair value of contingent consideration 14,800 124 24,900 41,324
Other operating (income) expense (186) 249 6,009 249
Total operating expenses 107,445 79,154 325,812 262,469
Operating income (loss) (8,802) 35,309 1,622 86,908

Non-operating (income) expense:
Interest expense, net 8,059 5,110 24,102 14,678
Other non-operating (income) expense 514 550 13,183 3,570
Total non-operating (income) expense 8,573 5,660 37,285 18,248
Income (loss) before taxes (17,375) 29,649 (35,663) 68,660

Income tax provision 6,702 5,154 9,876 20,495
Net income (loss) (24,077) 24,495 (45,539) 48,165
Net income attributable to noncontrolling interest 378 382 1,143 1,567
Net income (loss) attributable to SGH $ (24,455) $ 24,113 $ (46,682) $ 46,598

Earnings (loss) per share
Basic $ (0.50) $ 0.48 $ (0.95) $ 0.94
Diluted $ (0.50) $ 0.44 $ (0.95) $ 0.84
Shares used in per share calculations:
Basic 49,380 50,095 49,152 49,543
Diluted 49,380 54,998 49,152 55,756


	Three Months Ended				Six Months Ended
	March 1, 2024		February 24, 2023		March 1, 2024		February 24, 2023
Net sales:
Products	$	235,457	$	333,052	$	441,887	$	649,560
Services	49,364		55,325		117,181		130,614
Total net sales	284,821		388,377		559,068		780,174
Cost of sales:
Products	179,889		255,710		343,302		507,001
Services	22,998		21,659		50,982		50,067
Total cost of sales	202,887		277,369		394,284		557,068
Gross profit	81,934		111,008		164,784		223,106

Operating expenses:
Research and development	20,526		25,272		41,915		49,344
Selling, general and administrative	61,385		60,074		118,602		127,782
Impairment of goodwill	—		17,558		—		17,558
Change in fair value of contingent consideration	—		6,400		—		10,100
Other operating (income) expense	3,335		3,781		6,274		5,552
Total operating expenses	85,246		113,085		166,791		210,336
Operating income (loss)	(3,312)		(2,077)		(2,007)		12,770

Non-operating (income) expense:
Interest expense, net	7,249		9,430		16,808		17,924
Other non-operating (income) expense	248		13,307		(328)		11,945
Total non-operating (income) expense	7,497		22,737		16,480		29,869
Income (loss) before taxes	(10,809)		(24,814)		(18,487)		(17,099)

Income tax provision (benefit)	2,198		8,149		5,732		19,471
Net income (loss) from continuing operations	(13,007)		(32,963)		(24,219)		(36,570)
Net income (loss) from discontinued operations	—		6,177		(8,148)		15,108
Net income (loss)	(13,007)		(26,786)		(32,367)		(21,462)
Net income attributable to noncontrolling interest	613		433		1,174		765
Net income (loss) attributable to SGH	$	(13,620)	$	(27,219)	$	(33,541)	$	(22,227)

Basic earnings (loss) per share:
Continuing operations	$	(0.26)	$	(0.68)	$	(0.49)	$	(0.76)
Discontinued operations	—		0.13		(0.15)		0.31
	$	(0.26)	$	(0.55)	$	(0.64)	$	(0.45)
Diluted earnings (loss) per share:
Continuing operations	$	(0.26)	$	(0.68)	$	(0.49)	$	(0.76)
Discontinued operations	—		0.13		(0.15)		0.31
	$	(0.26)	$	(0.55)	$	(0.64)	$	(0.45)
Shares used in per share calculations:
Basic	52,031		49,116		52,050		49,039
Diluted	52,031		49,116		52,050		49,039

The accompanying notes are an integral part of these consolidated financial statements.


76

SMART Global Holdings, Inc.

Consolidated Statements of Comprehensive Income (Loss)

(In thousands)

(Unaudited)


		Three Months Ended				Nine Months Ended
		May 26, 2023		May 27, 2022		May 26, 2023		May 27, 2022
	Three Months Ended										Three Months Ended			Six Months Ended
	March 1, 2024									March 1, 2024		February 24, 2023	March 1, 2024		February 24, 2023
Net income (loss)	Net income (loss)	$	(24,077)	$	24,495	$	(45,539)	$	48,165
Other comprehensive income (loss), net of tax:	Other comprehensive income (loss), net of tax:
Cumulative translation adjustment	Cumulative translation adjustment	3,165		18,802		7,278		10,741
Cumulative translation adjustment
Cumulative translation adjustment
Cumulative translation adjustment reclassified to net income (loss)
Gains (losses) on derivative instruments	Gains (losses) on derivative instruments	4		—		—		—
Gains (losses) on investments	Gains (losses) on investments	3		—		(8)		—
Comprehensive income (loss)	Comprehensive income (loss)	(20,905)		43,297		(38,269)		58,906
Comprehensive income attributable to noncontrolling interest	Comprehensive income attributable to noncontrolling interest	378		382		1,143		1,567
Comprehensive income (loss) attributable to SGH	Comprehensive income (loss) attributable to SGH	$	(21,283)	$	42,915	$	(39,412)	$	57,339

The accompanying notes are an integral part of these consolidated financial statements.


87

SMART Global Holdings, Inc.

Consolidated Statements of Shareholders’ Equity

(In thousands)

(Unaudited)


		Shares Issued	Amount		Additional Paid-in Capital		Retained Earnings		Treasury Shares		Accumulated Other Comprehensive Income (Loss)		Total SGH Shareholders’ Equity		Non- controlling Interest in Subsidiary		Total Equity
As of August 26, 2022		52,880	$	1,586	$	448,112	$	251,344	$	(107,776)	$	(221,655)	$	371,611	$	6,935	$	378,546
Net income		—	—		—		4,992		—		—		4,992		332		5,324
Other comprehensive income (loss)		—	—		—		—		—		(1,995)		(1,995)		—		(1,995)
Shares issued under equity plans		1,060	32		3,910		—		—		—		3,942		—		3,942
Repurchase of ordinary shares		—	—		—		—		(4,659)		—		(4,659)		—		(4,659)
Share-based compensation expense		—	—		10,412		—		—		—		10,412		—		10,412
Adoption of ASU 2020-06		—	—		(50,822)		18,639		—		—		(32,183)		—		(32,183)
As of November 25, 2022		53,940	1,618		411,612		274,975		(112,435)		(223,650)		352,120		7,267		359,387
	Shares Issued																		Shares Issued	Amount	Additional Paid-in Capital	Retained Earnings	Treasury Shares	Accumulated Other Comprehensive Income (Loss)	Total SGH Shareholders’ Equity	Non- controlling Interest in Subsidiary	Total Equity
As of August 25, 2023
Net income (loss)	Net income (loss)	—	—		—		(27,219)		—		—		(27,219)		433		(26,786)
Other comprehensive income (loss)	Other comprehensive income (loss)	—	—		—		—		—		6,093		6,093		—		6,093
Shares issued under equity plans	Shares issued under equity plans	443	13		295		—		—		—		308		—		308
Repurchase of ordinary shares	Repurchase of ordinary shares	—	—		—		—		(11,564)		—		(11,564)		—		(11,564)
Share-based compensation expense	Share-based compensation expense	—	—		10,395		—		—		—		10,395		—		10,395
Purchase of Capped Calls		—	—		(15,090)		—		—		—		(15,090)		—		(15,090)
Settlement of Capped Calls		—	—		10,786		—		—		—		10,786		—		10,786
Distribution to noncontrolling interest	Distribution to noncontrolling interest	—	—		—		—		—		—		—		(2,009)		(2,009)
As of February 24, 2023		54,383	1,631		417,998		247,756		(123,999)		(217,557)		325,829		5,691		331,520
As of December 1, 2023
Net income (loss)	Net income (loss)	—	—		—		(24,455)		—		—		(24,455)		378		(24,077)
Other comprehensive income (loss)	Other comprehensive income (loss)	—	—		—		—		—		3,172		3,172		—		3,172
Shares issued under equity plans	Shares issued under equity plans	776	24		4,156		—		—		—		4,180		—		4,180
Repurchase of ordinary shares	Repurchase of ordinary shares	—	—		—		—		(660)		—		(660)		—		(660)
Share-based compensation expense	Share-based compensation expense	—	—		10,031		—		—		—		10,031		—		10,031
As of May 26, 2023		55,159	$	1,655	$	432,185	$	223,301	$	(124,659)	$	(214,385)	$	318,097	$	6,069	$	324,166
As of March 1, 2024

The accompanying notes are an integral part of these consolidated financial statements.


98

SMART Global Holdings, Inc.

Consolidated Statements of Shareholders’ Equity

(In thousands)

(Unaudited)


		Shares Issued	Amount		Additional Paid-in Capital		Retained Earnings		Treasury Shares		Accumulated Other Comprehensive Income (Loss)		Total SGH Shareholders’ Equity		Non- controlling Interest in Subsidiary		Total Equity
As of August 27, 2021		50,138	$	1,504	$	396,120	$	184,787	$	(50,545)	$	(221,615)	$	310,251	$	8,673	$	318,924
	Shares Issued																		Shares Issued	Amount	Additional Paid-in Capital	Retained Earnings	Treasury Shares	Accumulated Other Comprehensive Income (Loss)	Total SGH Shareholders’ Equity	Non- controlling Interest in Subsidiary	Total Equity
As of August 26, 2022
Net income	Net income	—	—		—		20,027		—		—		20,027		671		20,698
Other comprehensive income (loss)	Other comprehensive income (loss)	—	—		—		—		—		(19,440)		(19,440)		—		(19,440)
Shares issued under equity plans	Shares issued under equity plans	734	22		5,007		—		—		—		5,029		—		5,029
Repurchase of ordinary shares	Repurchase of ordinary shares	(51)	(2)		2		—		(2,666)		—		(2,666)		—		(2,666)
Share-based compensation expense	Share-based compensation expense	—	—		9,739		—		—		—		9,739		—		9,739
As of November 26, 2021		50,821	1,524		410,868		204,814		(53,211)		(241,055)		322,940		9,344		332,284
Net income		—	—		—		2,458		—		—		2,458		514		2,972
Adoption of ASU 2020-06
As of November 25, 2022
Net income (loss)
Other comprehensive income (loss)	Other comprehensive income (loss)	—	—		—		—		—		11,379		11,379		—		11,379
Shares issued under equity plans	Shares issued under equity plans	372	11		2,420		—		—		—		2,431		—		2,431
Repurchase of ordinary shares	Repurchase of ordinary shares	(4)	—		—		—		(229)		—		(229)		—		(229)
Purchase of Capped Calls
Settlement of Capped Calls
Share-based compensation expense	Share-based compensation expense	—	—		9,848		—		—		—		9,848		—		9,848
Distribution to noncontrolling interest	Distribution to noncontrolling interest	—	—		—		—		—		—		—		(3,773)		(3,773)
As of February 25, 2022		51,189	1,535		423,136		207,272		(53,440)		(229,676)		348,827		6,085		354,912
Net income		—	—		—		24,113		—		—		24,113		382		24,495
Other comprehensive income (loss)		—	—		—		—		—		18,802		18,802		—		18,802
Shares issued under equity plans		1,243	38		4,351		—		—		—		4,389		—		4,389
Repurchase of ordinary shares		—	—		—		—		(13,905)		—		(13,905)		—		(13,905)
Share-based compensation expense		—	—		10,376		—		—		—		10,376		—		10,376
As of May 27, 2022		52,432	$	1,573	$	437,863	$	231,385	$	(67,345)	$	(210,874)	$	392,602	$	6,467	$	399,069
As of February 24, 2023

The accompanying notes are an integral part of these consolidated financial statements.


109

SMART Global Holdings, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Nine Months Ended

May 26,
2023

May 27,
2022

Cash flows from operating activities:

Six Months Ended

March 1,
2024

February 24,
2023

Cash flows from operating activities

Net income (loss)

(45,539)

48,165

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

Net income (loss)

Net income (loss) from discontinued operations

Net loss from continuing operations

Adjustments to reconcile net loss from continuing operations to net cash provided by (used for) operating activities:

Depreciation expense and amortization of intangible assets

61,020

48,461

Amortization of debt discount and issuance costs

3,054

7,476

Share-based compensation expense

30,838

30,295

Impairment of goodwill

17,558

—

Change in fair value of contingent consideration

24,900

41,324

(Gain) loss on extinguishment of debt

15,924

653

(Gain) loss on extinguishment or prepayment of debt

Deferred income taxes, net

Other

3,213

640

Changes in operating assets and liabilities:

Accounts receivable

194,478

(41,490)

Inventories

104,561

(116)

Other assets

8,667

2,070

Accounts payable and accrued expenses and other liabilities

(278,888)

(54,174)

Payment of acquisition-related contingent consideration

(73,724)

—

Deferred income taxes, net

1,526

721

Net cash provided by operating activities

67,588

84,025

Net cash provided by (used for) operating activities from continuing operations

Net cash provided by (used for) operating activities from discontinued operations

Net cash provided by (used for) operating activities

Cash flows from investing activities:

Cash flows from investing activities

Capital expenditures and deposits on equipment

(37,522)

(29,298)

Capital expenditures and deposits on equipment

Proceeds from maturities of investment securities

Purchases of held-to-maturity investment securities

Acquisition of business, net of cash acquired

(213,073)

—

Other

773

(746)

Net cash used for investing activities

(249,822)

(30,044)

Net cash used for investing activities from continuing operations

Net cash provided by (used for) investing activities from discontinued operations

Net cash provided by (used for) investing activities

Cash flows from financing activities:

Cash flows from financing activities

Proceeds from debt

295,287

270,775

Proceeds from issuance of ordinary shares

8,430

11,849

Proceeds from borrowing under line of credit

—

84,000

Payment of acquisition-related contingent consideration

(28,100)

—

Payments to acquire ordinary shares

(16,883)

(16,800)

Repayments of debt

Payment of premium in connection with convertible note exchange

(14,141)

—

Repayments of debt

(17,149)

(125,000)

Net cash paid for settlement and purchase of Capped Calls

(4,304)

—

Distribution to noncontrolling interest

(2,009)

(3,773)

Repayments of borrowings under line of credit

—

(109,000)

Other

(3,417)

(3,841)

Net cash provided by financing activities

217,714

108,210

Net cash provided by (used for) financing activities from continuing operations

Net cash used for financing activities from discontinued operations

Net cash provided by (used for) financing activities

Effect of changes in currency exchange rates on cash and cash equivalents

2,730

2,149

Net increase in cash and cash equivalents

38,210

164,340

Effect of changes in currency exchange rates

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

363,065

222,986

Cash and cash equivalents at end of period

401,275

387,326

Cash and cash equivalents at end of period:

Continuing operations

Discontinued operations

The accompanying notes are an integral part of these consolidated financial statements.


1110

SMART Global Holdings, Inc.

Notes to Consolidated Financial Statements

(Tabular amounts in thousands, except per share amounts)

(Unaudited)

Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements include ~~SGH~~the accounts of SMART Global Holdings, Inc. and its consolidated subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) consistent in all material respects with those applied in our Annual Report on Form 10-K for the fiscal year ended August ~~26, 2022~~25, 2023 and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of our management, the accompanying unaudited consolidated financial statements contain all necessary adjustments, consisting of a normal recurring nature, to fairly state the financial information set forth herein. These consolidated interim financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended August ~~26, 2022.~~25, 2023.

Presentation of SMART Brazil as Discontinued Operations: On June 13, 2023, we entered into an agreement to divest of an 81% interest in SMART Modular Technologies do Brasil – Indústria e Comercio de Componentes Ltda. (“SMART Brazil”). We concluded that, as of August 25, 2023, (i) the net assets of SMART Brazil met the criteria for classification as held for sale and (ii) the proposed sale represented a strategic shift that was expected to have a major effect on our operations and financial results. On November 29, 2023, we completed the divestiture. The balance sheets, results of operations and cash flows of SMART Brazil have been presented as discontinued operations for all periods presented. SMART Brazil was previously included within our Memory Solutions segment. See “Divestiture of SMART Brazil.”

Unless otherwise noted, amounts and discussion within these notes to the consolidated financial statements relate to our continuing operations. Prior period comparative information has been conformed to current period presentation for continuing operations.

Reclassifications: Certain reclassifications have been made to prior period amounts to conform to current period presentation.

Fiscal Year: Our fiscal year is the 5252- or 53-week period ending on the last Friday in August. Fiscal years 2024 and 2023 contain 53 weeks and ~~2022 each contain~~ 52 ~~weeks.~~weeks, respectively. All period references are to our fiscal periods unless otherwise indicated.

Financial information for our subsidiaries in Brazil iswas included in our consolidated financial statements on a one-month lag because their fiscal years ~~end~~ended on July 31 of each year. In connection with the completion of the divestiture of an 81% interest in SMART Brazil, we ceased consolidating the operations of SMART Brazil in our financial statements as of the November 29, 2023 disposal date. As a result, financial information for the first quarter of 2024 includes the four-month period for our SMART Brazil operations from August 1, 2023 to November 29, 2023.

~~Subsequent Event~~Divestiture of SMART Brazil

Overview of Transaction

On ~~June 13,~~November 29, 2023, we ~~entered into a~~completed the previously announced divestiture of SMART Brazil pursuant to the terms of that certain Stock Purchase Agreement (the ~~“Purchase~~“Brazil Purchase Agreement”), by and among SMART Modular Technologies (LX) S.à~~.r.l.~~ r.l., a société à responsabilité limitée governed by the laws of Grand Duchy of Luxembourg and ~~our~~a wholly owned subsidiary (“of SGH (the “Brazil Seller”), Lexar Europe B.V., a company organized under the laws of The Netherlands (“(the “Brazil Purchaser”), Shenzhen Longsys Electronics Co., Ltd., a company limited by shares governed by the laws of the People’s Republic of China (“Longsys”), solely with respect to certain provisions therein, Shanghai Intelligent Memory Semiconductor Co., Ltd., a limited liability company governed by the laws of the People’s Republic of China ~~(“Parent Funding Entity”),~~ and, solely with respect to certain provisions therein, SGH, for the intended sale of its standards-based modules assembly and test business in Brazil. The transaction, which was approved by our Board of Directors and the Board of Directors of Seller, is expected to close by the end of calendar year 2023.SGH.


11

Pursuant to the Brazil Purchase Agreement, ~~among other matters, and subject~~Brazil Seller sold to ~~the satisfaction or waiver of the conditions set forth therein, Seller will sell to~~Brazil Purchaser, and Brazil Purchaser ~~will purchase~~purchased from Brazil Seller, 81% of Brazil Seller’s right, title and interest in and to the outstanding quotas of SMART ~~Modular Technologies do Brasil – Indústria e Comercio de Componentes Ltda., a sociedade limitada governed by the laws of~~ Brazil, ~~(“SMART Brazil”),~~ with Brazil Seller retaining a 19% interest in SMART Brazil (the “Retained Interest”) (the ~~“Acquisition”~~“Brazil Divestiture”).

~~Pursuant to~~At the ~~terms of, and subject to the conditions specified in, the Purchase Agreement, upon consummation~~closing of the ~~Acquisition (the “Closing”),~~Brazil Divestiture, Brazil Purchaser ~~will pay~~paid to Brazil Seller (based on a total enterprise value of ~~$205.0~~$205 million for SMART Brazil) ~~consideration consisting of (i)~~ an upfront cash purchase price, ~~of $137.7 million on a cash-free, debt-free basis and~~ subject to certain customary adjustments as set forth in the Brazil Purchase Agreement. In addition, pursuant to the Brazil Purchase Agreement, ~~(ii)~~we have a right to receive, and Brazil Purchaser is obligated to pay, (i) a deferred ~~cash purchase price of $28.4 million~~payment due eighteen months following the ~~Closing~~closing and ~~(iii)~~(ii) subject to and at the time of exercise of the Put/Call Option (as defined below), an additional deferred cash ~~payment~~adjustment equal to 19% of the amount of SMART Brazil’s net cash atas of the ~~Closing~~closing (as calculated pursuant to the ~~Purchase Agreement) minus the amount of SMART Brazil’s indebtedness at the Closing (as calculated pursuant to the~~Brazil Purchase Agreement).

Put/Call Option:Pursuant to the Brazil Purchase Agreement, at ~~Closing,~~the closing, SMART Brazil, Brazil Seller, Brazil Purchaser and Longsys ~~will enter~~entered into a Quotaholders Agreement, which ~~will provide~~provides Brazil Seller with a put option to sell the Retained Interest in SMART Brazil to Brazil Purchaser (the “Put Option”) during three exercise windows following its fiscal years ending ~~July~~December 31, 2026, ~~July~~December 31, 2027 or ~~July~~December 31, 2028 (the “Exercise


12

Windows”), with such Exercise Windows beginning on ~~January~~June 15, 2027 and ending on ~~February~~July 15, 2027, beginning on ~~January~~June 15, 2028 and ending on ~~February~~July 15, 2028 and beginning on ~~January~~June 15, 2029 and ending on ~~February~~July 15, 2029, respectively. A call option has also been granted to Brazil Purchaser to require Brazil Seller to sell the Retained Interest to Brazil Purchaser during the Exercise Windows ~~(the “Call Option,” together~~(together with the Put Option, the “Put/Call Option”). The price for the Put/Call Option is based on a 100% enterprise value of 7.5x net income for SMART Brazil for the preceding fiscal year at the time of exercise.

Consideration: The ~~Quotaholders Agreement also provides, among~~following is a summary of total consideration in exchange for the sale of an 81% interest in SMART Brazil:


Cash received at closing (1)	$	164,487
Post-closing adjustment for net cash and net working capital (2)	451
Deferred payment (3)	25,433
Deferred cash adjustment (4)	3,721
Total consideration	$	194,092

(1)Includes $26.8 million of cash received at closing for an estimated amount of net cash and an estimated net working capital amount (in excess of a minimum target amount) as of the closing.

(2)Represents the post-closing adjustment for net cash and net working capital, which was received subsequent to the second quarter of 2024 upon completion of the review of the final net cash and final working capital amounts. The post closing adjustment is included in other ~~things,~~current assets as of March 1, 2024 in the accompanying consolidated balance sheet.

(3)Represents the fair value of the deferred payment, comprised of a notional amount of $28.4 million, discounted at 7.5% and due May 2025. The deferred payment is included in other noncurrent assets in the accompanying consolidated balance sheet.

(4)Represents the fair value of the deferred cash adjustment, comprised of a notional amount of $4.8 million, discounted at 7.5%, equal to 19% of the amount of SMART Brazil’s net cash as of the closing (as calculated pursuant to the Brazil Purchase Agreement). The deferred cash adjustment, which is accounted for ~~certain governance~~as a derivative financial instrument, is due at the time of exercise of the Put/Call Option and ~~approval rights among~~is included in other noncurrent assets in the ~~parties thereto.~~accompanying consolidated balance sheet.

Presentation of SMART Brazil Operations

As of August 25, 2023, we concluded that the net assets of SMART Brazil met the criteria for classification as held for sale. In addition, the divestiture of SMART Brazil is expected to have a major effect on our operations and financial results. As a result, we have presented the results of operations, cash flows and financial position of SMART Brazil as discontinued operations in the accompanying consolidated financial statements and notes for all periods presented.

A disposal group classified as held for sale is measured at the lower of its carrying amount or fair value less costs to sell. Accordingly, we evaluated the carrying value of the net assets of SMART Brazil (including $206.3 million recognized within shareholders’ equity related to the cumulative translation adjustment from SMART Brazil), estimated costs to sell and expected proceeds and concluded the net assets were impaired as of August 25, 2023. As a result, we recognized an impairment charge of $153.0 million in the fourth quarter of 2023 to write down the carrying value of the net assets of SMART Brazil. In addition, we concluded that the outside basis of SMART Brazil inclusive of any withholding taxes should be recognized upon the classification as held for sale as of August 25, 2023. Accordingly, we recognized withholding taxes on the expected capital gain and deferred tax liabilities of$28.6 million in 2023.


12

Assets and liabilities of SMART Brazil as of the November 29, 2023 disposal date and as of August 25, 2023 were as follows:


As of	November 29, 2023		August 25, 2023
Cash and cash equivalents	$	40,927	$	44,501
Accounts receivable, net	16,482		17,055
Inventories	26,103		25,877
Other current assets	17,800		17,732
Total current assets	101,312		105,165
Property and equipment, net	66,870		58,321
Operating lease right-of-use assets	6,912		5,213
Goodwill	19,856		20,668
Other noncurrent assets	27,490		34,243
Total assets	222,440		223,610
Impairment of SMART Brazil assets	(153,036)		(153,036)
Total assets, net of impairment	$	69,404	$	70,574

Accounts payable and accrued expenses	$	20,576	$	25,867
Current debt	3,872		4,006
Other current liabilities	1,023		1,030
Total current liabilities	25,471		30,903
Long-term debt	11,938		13,689
Noncurrent operating lease liabilities	5,686		4,614
Noncurrent deferred tax liabilities	28,564		28,564
Other noncurrent liabilities	93		$	—
Total liabilities	$	71,752	$	77,770

Net assets of discontinued operations	$	(2,348)	$	(7,196)

Reported as:
Current assets of discontinued operations			$	70,574
Current liabilities of discontinued operations			77,770
Net assets of discontinued operations			$	(7,196)


13

The ~~consummation~~following table presents the results of operations for SMART Brazil:


	Three Months Ended		Six Months Ended
	February 24, 2023		March 1, 2024		February 24, 2023
Net sales	$	40,797	$	55,159	$	114,478
Cost of sales	41,424		50,560		108,793
Gross profit	(627)		4,599		5,685

Operating expenses:
Research and development	1,393		157		1,377
Selling, general and administrative	2,697		5,421		6,011
Other operating (income) expense	373		64		643
Total operating expenses	4,463		5,642		8,031
Operating income (loss)	(5,090)		(1,043)		(2,346)

Non-operating (income) expense:
Loss from divestiture of 81% interest in SMART Brazil	—		10,888		—
Interest (income) expense, net	(1,424)		(1,262)		(1,881)
Other non-operating (income) expense	22		138		724
Total non-operating (income) expense	(1,402)		9,764		(1,157)
Income (loss) before taxes	(3,688)		(10,807)		(1,189)
Income tax provision (benefit)	(9,865)		(2,659)		(16,297)
Net income (loss) from discontinued operations	$	6,177	$	(8,148)	$	15,108

Loss from Divestiture of SMART Brazil

The following table presents the calculation of the ~~Acquisition~~loss from the divestiture of an 81% interest in SMART Brazil:


Proceeds, less costs to sell and other expenses:
Consideration	$	194,092
Costs to sell and other expenses	(4,150)
	189,942

Basis in 81% interest in SMART Brazil:
Net assets of SMART Brazil	145,194
Cumulative translation adjustment (1)	212,397
	357,591

Gain on revalue of 19% Retained Interest in SMART Brazil (2)	3,725
Pre-tax loss on divestiture of 81% interest in SMART Brazil	163,924
Income tax provision	26,580
Loss on divestiture of 81% interest in SMART Brazil	$	190,504

(1)The sale of an 81% interest in SMART Brazil resulted in the de-consolidation of SMART Brazil and, accordingly, the release of the related cumulative translation adjustment. Included in the basis calculation above is ~~subject to customary conditions to Closing, including, among others, (i) completion~~the balance of ~~filings~~cumulative translation adjustment for ~~outbound direct investment~~SMART Brazil as of the closing. The release of the cumulative translation adjustment is included in net income (loss) from discontinued operations in the accompanying consolidated statement of operations.

(2)In connection with the ~~Division~~transaction, we revalued our 19% Retained Interest in SMART Brazil based on the implied value for 100% of ~~Development~~SMART Brazil, adjusted for lack of control premium. As of March 1, 2024, the carrying value of our remaining 19% interest in SMART Brazil was $37.8 million and ~~Reform~~is included in other noncurrent assets in the ~~China (Shanghai) Pilot Free Trade Zone Lin-gang Special Area Administration and~~accompanying consolidated balance sheet as a non-marketable equity investment.


14

Recognition Periods: The loss from the ~~Division~~divestiture of ~~Finance and Trade Development~~an 81% interest in the China (Shanghai) Pilot Free Trade Zone Lin-gang Special Area Administration, and completion of foreign exchange registration with a qualified bank authorized by the Municipal Administration of Foreign Exchange in Shanghai (the “China Outbound Approvals”) and (ii) approval of the transactions contemplated by the Purchase Agreement by Longsys’ shareholders (the “Longsys Shareholder Approval”).SMART Brazil was recognized as follows:

The Purchase Agreement contains customary termination rights, including the right for Seller or Purchaser to terminate the Purchase Agreement if the Closing shall not have occurred by December 10, 2023. Purchaser shall pay a $8.0 million termination fee to Seller if the transaction is terminated due to a failure to obtain the China Outbound Approvals or the Longsys Shareholder Approval and other specified circumstances, which termination fee may be increased to $12.0 million over time.


	Three Months Ended
	December 1, 2023		August 25, 2023		Total
Pre-tax loss on divestiture of 81% interest in SMART Brazil	$	10,888	$	153,036	$	163,924
Income tax provision (benefit)	(1,984)		28,564		26,580
Loss on divestiture of 81% interest in SMART Brazil	$	8,904	$	181,600	$	190,504

Recently ~~Adopted~~Issued Accounting Standards

In ~~August 2020,~~December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~2020-06 –~~2023-09, ~~Debt – Debt with Conversion~~Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU are intended to increase transparency through improvements to annual disclosures primarily related to income tax rate reconciliation and ~~Other Options and Derivatives and Hedging – Contracts~~income taxes paid. The amendments in ~~Entity’s Own Equity: Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity~~, which simplifies the accounting for convertible debt instruments by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract. Thisthis ASU requires a convertible debt instrument to be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. This ASU requires an entity to use the if-converted method in the diluted earnings per share calculation for convertible instruments. This ASU wasare effective for us in 2026 for annual reporting, with early adoption permitted. The ASU may be applied on a prospective basis, although retrospective application is permitted. We are evaluating the ~~first quarter~~timing and effects of this ASU on our income tax disclosures.

In November 2023, the FASB issued ASU 2023-07 – Segment Reporting (Topic 280): Improvements to Segment Reporting Disclosures, which will require an entity to provide more detailed information about its reportable segment expenses that are included within management’s measurement of profit and ~~permits~~loss and will require certain annual disclosures to be provided on an interim basis. The amendments in this ASU are effective for us in 2025 for annual reporting and in 2026 for interim reporting, with early adoption permitted beginning in 2024, and is required to be applied using the ~~use of either the modified retrospective or fully~~full retrospective method of transition.

We ~~adopted ASU 2020-06 in~~are evaluating the ~~first quarter~~timing and effects of ~~2023 under the modified retrospective method. Upon~~ adoption of this ASU ~~2020-06, the previously separated equity component and associated issuance costs of~~on our 2.25% convertible senior notes due 2026 were reclassified from additional paid-in capital to long-term debt, thereby eliminating future amortization of the debt discount as interest expense. The following table summarizes the effects of adopting ASU 2020-06:

Ending
Balance as of
August 26,
2022 Adoption of
ASU 2020-06 Beginning
Balance as of
August 27,
2022
Long-term debt $ 591,389 $ 32,183 $ 623,572
Additional paid-in capital 448,112 (50,822) 397,290
Retained earnings 251,344 18,639 269,983

~~In October 2021, the FASB issued ASU 2021-08 –~~ ~~Business Combinations: Accounting for Contract Asset and Contract Liabilities from Contracts with Customers, to require that an acquirer recognize and measure contract assets and liabilities acquired in a business combination in accordance with ASC 606,~~ ~~Revenue from Contracts with Customers. We adopted ASU 2021-08 in the third quarter of 2022 for any acquisitions occurring after our adoption.~~segment disclosures.


13

Business Acquisition

Stratus Technologies

On August 29, 2022 (the ~~“Acquisition~~“Stratus Acquisition Date”), we completed the acquisition of Storm Private Holdings I Ltd., a Cayman Islands exempted company (“Stratus Holding Company” and together with its subsidiaries, “Stratus Technologies”), pursuant to the terms of that certain Share Purchase Agreement (the “Stratus Purchase Agreement”), dated as of June 28, 2022, by and among SGH, Stratus Holding Company and Storm Private Investments LP, a Cayman Islands exempted limited partnership (“(the “Stratus Seller”). Pursuant to the Stratus Purchase Agreement, among other matters, the Stratus Seller sold to SGH, and SGH purchased from the Stratus Seller, all of the Stratus Seller’s right, title and interest in and to the outstanding equity securities of Stratus Holding ~~Company (the “Share Purchase”). Stratus operates as part of SGH’s Intelligent Platform Solutions (“IPS”) segment.~~

Stratus Technologies is a global leader in simplified, protected and autonomous computing platforms and services in the data center and at the Edge. For more than 40 years, Stratus Technologies has provided high-availability, fault-tolerant computing to Fortune 500 companies and small-to-medium sized businesses enabling them to securely and remotely run critical applications with minimal downtime. The acquisition of Stratus Technologies further enhances SGH’s growth and diversification strategy and complements and expands SGH’s IPS business in data center and edge environments.Company.

Purchase Price: At the closing of the transaction, we paid the Stratus Seller a cash purchase price of $225 million, subject to certain adjustments. In addition, the Stratus Seller ~~has~~had the right to receive, and we ~~will be~~were obligated to pay, contingent consideration ~~(if any)~~ of up to ~~$50~~$50.0 million (the ~~“Earnout”~~“Stratus Earnout”) based on the gross profit performance of Stratus Technologies during the first full 12 fiscal months following the closing. Pursuant to the terms of the Stratus Purchase Agreement, we had the option to settle the Earnout amount owed to the Seller, if any, in cash, ordinary shares of SGH, or a mix of cash and ordinary shares of SGH. On June 28, 2023, we provided notice to the Seller of our election to settle the Earnout in cash.

~~Cash paid was utilized, in part, to settle the outstanding debt of Stratus Technologies as of the~~ closing of the transaction and was recognized as a component of consideration transferred. As a result, the assets acquired and liabilities assumed do not include an assumed liability for the outstanding debt of Stratus Technologies. The purchase price was as follows:


~~Cash~~	$	~~225,000~~
~~Additional payment for net working capital adjustment~~ ~~(1)~~	~~17,246~~
~~Fair value of Earnout~~	~~20,800~~
	$	~~263,046~~

~~(1)Includes $14.4 million paid at closing and $2.8 million paid in~~acquisition. In the second quarter of ~~2023 upon completion of the review of the working capital assets acquired and liabilities assumed.~~

~~Contingent Consideration~~: ~~The Earnout was accounted for as contingent consideration. As of the Acquisition Date, the fair value of the Earnout was estimated to be $20.8~~2024, we paid in full $50.0 million and was valued using a Monte Carlo simulation analysis in a risk-neutral framework with assumptions for volatility, market price of risk adjustment, risk-free rate and cost of debt. The fair value measurement was based on significant inputs, not observable in the market, including forecasted gross profit, comparable company volatility, discount rate and cost of debt. The fair value of the Earnout was estimated based on the Company’s evaluation of the probability and amount of Earnout to be achieved based on the expected gross profit of Stratus Technologies. A Monte Carlo simulation model was used to estimate the Earnout payment, which was discounted to its present value based on the expected payment date of the Earnout. The model used an estimated gross profit volatility of 33.4% and a discount rate of 7.3% as of the Acquisition Date.

The Earnout is revalued each quarter and any change in valuation is reflected in our results of operations. In the third quarter and first nine months of 2023, we adjusted the fair value of the Earnout to its fair value by $14.8 million and $24.9 million, respectively, with such changes recognized in income from operations. The changes in fair value reflected new information about the estimate of the gross profit of Stratus Technologies during the first full 12 fiscal months following the closing. As of May 26, 2023, the fair value of the Earnout was $45.7 million.


14

~~Valuation~~: ~~We estimated the fair value of the assets and liabilities of Stratus Technologies as of the Acquisition Date. The purchase price has been allocated~~related to the ~~tangible and intangible assets acquired and liabilities assumed and was as follows:~~


~~Cash and cash equivalents~~	$	~~29,174~~
~~Accounts receivable~~	~~26,685~~
~~Inventories~~	~~10,890~~
~~Other current assets~~	~~6,536~~
~~Property and equipment~~	~~7,292~~
~~Operating lease right-of-use assets~~	~~9,216~~
~~Intangible assets~~	~~123,700~~
~~Goodwill~~	~~125,929~~
~~Other noncurrent assets~~	~~11,661~~
~~Accounts payable and accrued expenses~~	~~(32,656)~~
~~Other current liabilities~~	~~(36,723)~~
~~Noncurrent operating lease liabilities~~	~~(7,067)~~
~~Other noncurrent liabilities~~	~~(11,591)~~
~~Total net assets acquired~~	$	~~263,046~~

~~The goodwill arising from the acquisition of~~ Stratus ~~Technologies was assigned to our IPS segment. None of the goodwill recognized is expected to be deductible for income tax purposes.~~

~~The fair values and useful lives of identifiable intangible assets were as follows:~~

Amount
Estimated
useful life
(in years)
Technology $ 82,000 5
Customer relationships 27,800 8
Trademarks/trade names 10,000 9
In-process research and development 3,900 N/A
$ 123,700

•~~Technology intangible assets~~ were valued using the multi-period excess earnings method based on the discounted cash flow and technology obsolescence rate. Discounted cash flow requires the use of significant unobservable inputs, including projected revenue, expenses, capital expenditures and other costs, and discount rates calculated based on the cost of equity adjusted for various risks, including the size of the acquiree, industry risk and other risk factors.

•~~Customer relationship intangible assets~~ were valued using the multi-period excess earnings method, which is the present value of the projected cash flows that are expected to be generated by the existing intangible assets after reduction by an estimated fair rate of return on contributory assets required to generate the customer relationship revenues. Key assumptions included discounted cash flow, estimated life cycle and customer attrition rates.

•~~Trademark/trade name intangible assets~~ were valued using the relief from royalty method, which is the discounted cash flow savings accruing to the owner by virtue of the fact that the owner is not required to license the trademarks/trade names from a third party. Key assumptions included attributable revenue expected from the trademarks/trade names, royalty rates and assumed asset life.

•~~In-process research and development~~ (“IPR&D”) relates to next generation fault tolerant architecture. IPR&D is indefinite-lived and will be reviewed for impairment at least annually. Amortization will commence upon completion of research and development efforts. IPR&D was valued based on discounted cash flow, which requires the use of significant unobservable inputs, including projected revenue, expenses, capital expenditures and other costs.

~~Unaudited Pro Forma Financial Information~~: The following unaudited pro forma financial information presents SGH’s combined results of operations as if the acquisition of Stratus Technologies had occurred on August 27, 2021. The unaudited pro forma financial information is based on various adjustments and assumptions and is not necessarilyEarnout.


15

~~indicative~~Cash and Investments

As of ~~what SGH’s results~~March 1, 2024 and August 25, 2023, all of ~~operations actually~~our debt securities, the fair values of which approximated their carrying values, were classified as held to maturity. Cash, cash equivalents and short-term investments were as follows:


	As of March 1, 2024				As of August 25, 2023
	Cash and Cash Equivalents		Short-term Investments		Cash and Cash Equivalents		Short-term Investments
Cash and cash equivalents	$	415,962	$	—	$	321,937	$	—
Level 1:
Money market funds	16,167		—		43,626		—
U.S. Treasury securities	—		23,439		—		25,251
Level 2:
Time deposits	10,200		—		—		—
	$	442,329	$	23,439	$	365,563	$	25,251

Non-marketable Equity Investments

As of March 1, 2024 and August 25, 2023, other noncurrent assets included $41.9 million and $4.2 million, respectively, of non-marketable equity investments, which are accounted for under the measurement alternative at cost less impairment, if any. In the event an observable price change occurs in an orderly transaction for an identical or a similar investment, the carrying value of investments would ~~have been had the acquisition been completed~~be remeasured to fair value as of ~~August 27, 2021~~the date that the observable transaction occurred, with any resulting gains or will be for any future periods. Furthermore, the pro forma financial information does not include adjustments to reflect any potential revenue, synergies or dis-synergies, or cost savings that may be achievablelosses recorded in ~~connection with the acquisition or the associated costs that may be necessary to achieve such revenues, synergies or cost savings.~~

The following unaudited pro forma financial information for the three and nine months ended May 27, 2022 combines the historical results of operations of SGH for the three and nine months ended May 27, 2022 and the historical results of operations of Stratus Technologies for the three and nine months ended February 27, 2022:

Three Months Ended Nine Months Ended
May 27,
2022 May 27,
2022
Net sales $ 503,217 $ 1,500,383
Net income attributable to SGH 22,657 29,136
Earnings per share:
Basic $ 0.45 $ 0.59
Diluted $ 0.41 $ 0.52

Acquisition-related transaction expenses are included within selling, general and administrative expenses and were $4.8 million in the first nine months of 2023. For the first nine months of 2023, net sales for Stratus Technologies were $131.9 million and net loss was $2.6 million, excluding any charges recognized to adjust the Earnout to its fair value.earnings.

Accounts Receivable

In the third quarter of 2023, we entered into a trade accounts receivable sale program with a third-party financial institution to sell certain of our trade accounts receivable on a non-recourse basis pursuant to a factoring arrangement. This program ~~will allow~~allows us to sell certain of our trade accounts receivables up to $60 million. ~~There were~~As of March 1, 2024, there have been no trade accounts receivable sold ~~during the third quarter of 2023.~~under this program.

Inventories


As of	As of	May 26, 2023		August 26, 2022		As of	March 1, 2024	August 25, 2023
Raw materials	Raw materials	$	112,074	$	150,913
Work in process	Work in process	29,477		38,624
Finished goods	Finished goods	84,500		133,547
		$	226,051	$	323,084

As of ~~each of May 26, 2023~~March 1, 2024 and August ~~26, 2022, 6%~~25, 2023, 13% and 8%, respectively, of total inventories were ~~inventories~~ owned and held under our logistics ~~services.~~services program.

Property and Equipment


As of	March 1, 2024		August 25, 2023
Equipment	$	90,730	$	86,429
Buildings and building improvements	67,832		69,325
Furniture, fixtures and software	43,696		44,121
Land	16,126		16,126
	218,384		216,001
Accumulated depreciation	(108,868)		(97,267)
	$	109,516	$	118,734


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~~Property and Equipment~~

As of May 26,
2023 August 26,
2022
Equipment $ 233,930 $ 204,805
Buildings and building improvements 72,361 59,047
Furniture, fixtures and software 47,855 38,715
Land 16,126 16,126
370,272 318,693
Accumulated depreciation (192,521) (164,758)
$ 177,751 $ 153,935

Depreciation expense for property and equipment was ~~$9.5~~$7.2 million and ~~$27.4~~$14.7 million in the ~~third~~second quarter and first ~~nine~~six months of 2024, respectively, and $6.2 million and $12.4 million in the second quarter and first six months of 2023, ~~respectively, and $10.6 million and $30.3 million in the third quarter and first nine months of 2022,~~ respectively.

~~Change in Accounting Estimate~~: During the first quarter of 2023, we completed an assessment of the estimated useful lives of our manufacturing equipment. Based on that assessment, we revised the estimated useful lives from five years to eight years as of the beginning of the first quarter of 2023. The change reduced our non-cash depreciation expense for the first nine months of 2023 by approximately $7.9 million, which resulted in aggregate reductions of $7.6 million in cost of sales and research and development expense and a reduction of $0.2 million in the cost of our inventories as of the end of the third quarter of 2023. These reductions benefited net income for the first nine months of 2023 by $6.3 million, or $0.13 per share.

Intangible Assets and Goodwill


		As of May 26, 2023				As of August 26, 2022
		Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
	As of March 1, 2024										As of March 1, 2024			As of August 25, 2023
	Gross Amount									Gross Amount		Accumulated Amortization	Gross Amount		Accumulated Amortization
Intangible assets:	Intangible assets:
Technology
Technology
Technology	Technology	$	151,050	$	(38,168)	$	61,594	$	(18,473)
Customer relationships	Customer relationships	85,300		(42,953)		57,500		(32,238)
Trademarks/trade names	Trademarks/trade names	29,200		(13,014)		19,200		(9,771)
		$	265,550	$	(94,135)	$	138,294	$	(60,482)
	$

Goodwill by segment:	Goodwill by segment:
Goodwill by segment:
Goodwill by segment:
Intelligent Platform Solutions
Intelligent Platform Solutions
Intelligent Platform Solutions	Intelligent Platform Solutions	$	148,771			$	40,401
Memory Solutions	Memory Solutions	34,318				33,608
		$	183,089			$	74,009
Memory Solutions
Memory Solutions
		$
		$
		$

In the first ~~nine~~six months of ~~2023~~2024 and ~~2022,~~2023, we capitalized ~~$127.3~~$0.9 million ~~primarily in connection with our acquisition of Stratus Technologies,~~ and ~~$1.1~~$127.0 million, respectively, for intangible assets with weighted-average useful lives of ~~6.1~~19.0 years and ~~17.5~~6.1 years, respectively. Amortization expense for intangible assets was ~~$11.8~~$9.9 million and ~~$33.6~~$20.1 million in the ~~third~~second quarter and first ~~nine~~six months of ~~2023,~~2024, respectively, and ~~$5.9~~$11.0 million and ~~$18.2~~$21.9 million in the ~~third~~second quarter and first ~~nine~~six months of ~~2022,~~2023, respectively. Amortization expense is expected to be ~~$11.1~~$19.9 million for the remainder of ~~2023, $40.5 million for~~ 2024, ~~$35.6~~$35.7 million for 2025, ~~$30.2~~$30.3 million for 2026, ~~$29.5~~$29.6 million for 2027, ~~and $24.6~~$9.9 million for 2028 and $15.6 million for 2029 and thereafter.

~~Goodwill of our IPS segment increased in the first nine months of 2023, primarily due to the addition of $125.9 million in~~In connection with our acquisition of Stratus ~~Technologies. See “Business Acquisition – Stratus Technologies.” In~~Technologies in the first quarter of 2023, we capitalized $3.9 million of in-process research and development (“IPR&D”) related to next generation fault tolerant architecture. Amortization of this technology commenced in the second quarter of 2023, we assessed goodwill associated with our Penguin Edge business within our IPS segment and concluded it was partially impaired. As a result, we recognized a charge of $17.6 million in the first nine months of 2023 to impair the carrying value of goodwill. See “Impairment of Penguin Edge Goodwill.”


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~~Goodwill of our Memory Solutions segment increased by $0.7 million in the first nine months of 2023 and decreased in all of 2022 by $0.2 million from translation adjustments.~~

~~Impairment of Penguin Edge Goodwill~~2024.

During the second quarter of 2023, we initiated a plan within our IPS segment pursuant to which we intend to wind down manufacturing and discontinue the sale of ~~certain~~ legacy products offered through our Penguin Edge business by approximately the end of calendar 2024. In connection therewith and with the preparation of the financial statements for our second quarter of 2023, we performed a quantitative assessment of the fair value of goodwill using an income approach with assumptions that are considered Level 3 measurements and concluded that the carrying value of the Penguin Edge reporting unit goodwill exceeded its fair value. As a result, we recorded ~~a charge~~aggregate charges of ~~$17.6~~$19.1 million in ~~the second quarter of~~ 2023 to impair the carrying value of ~~IPS goodwill. The fair value of the~~ Penguin Edge reporting unit was determined primarily by discounting estimated future cash flows, which were determined based on revenue and expense assumptions over the next two years, at a weighted-average cost of capital of 14.5%. We concluded that long-lived assets other than goodwill, primarily consisting of customer relationship intangible assets, had fair values in excess of their carrying amounts, and accordingly recorded no impairments of such assets. These assets will continue to be amortized over their remaining useful lives through the date of our anticipated completion of wind-down activities.

goodwill. At each reporting date through the end of the wind-down period, we will reassess the estimated remaining cash flows of the Penguin Edge business. ~~As of the end of the third quarter of 2023, there was no further impairment of Penguin Edge goodwill. However, we~~We currently anticipate that the remaining goodwill of the Penguin Edge reporting unit of ~~$17.6~~$16.1 million as of the end of the ~~third~~second quarter of ~~2023~~2024 may become further impaired in future periods.

Accounts Payable and Accrued Expenses


As of	As of	May 26, 2023		August 26, 2022		As of	March 1, 2024	August 25, 2023
Accounts payable (1)	Accounts payable (1)	$	170,884	$	345,063
Salaries, wages and benefits	Salaries, wages and benefits	22,563		45,189
Income and other taxes	Income and other taxes	8,415		17,961
Other	Other	8,263		5,141
		$	210,125	$	413,354
	$

(1)~~Includes~~Included accounts payable for property and equipment of ~~$7.6~~$0.9 million and ~~$3.5~~$5.2 million as of ~~May 26, 2023~~March 1, 2024 and August ~~26, 2022,~~25, 2023, respectively.


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Debt


As of	As of	May 26, 2023		August 26, 2022		As of	March 1, 2024	August 25, 2023
Amended 2027 TLA	Amended 2027 TLA	$	551,649	$	269,304
2029 Notes	2029 Notes	146,748		—
2026 Notes	2026 Notes	98,471		213,023
LED Earnout Note		—		101,824
Other		17,643		19,263
		814,511		603,414
	740,663
Less current debt	Less current debt	(32,253)		(12,025)
Long-term debt	Long-term debt	$	782,258	$	591,389

Credit Facility

On February 7, 2022, SGH and SMART Modular Technologies, Inc. (collectively, the “Borrowers”) entered into a credit agreement (the “Original Credit Agreement”) with a syndicate of banks and Citizens Bank, N.A., as administrative agent (the “Administrative Agent”) that ~~provides~~provided for (i) a term loan credit facility in an aggregate principal amount of $275.0 million (the “2027 TLA”) and (ii) a revolving credit facility in an aggregate principal


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amount of $250.0 million (the “2027 Revolver” ~~and together with the 2027 TLA, the “Original Credit Facility”~~), in each case, maturing on February 7, 2027 (subject to certain earlier “springing maturity” dates upon certain conditions specified in the Original Credit Agreement). ~~The Original Credit Agreement provides that up to $35.0 million of the 2027 Revolver is available for issuances of letters of credit.~~

~~Incremental Amendment~~:On August 29, 2022, the Borrowers entered into the First Amendment (the “Incremental Amendment”; the Original Credit Agreement as amended by the Incremental Amendment, the “Amended Credit Agreement”) with and among the lenders party thereto and ~~Citizens Bank, N.A., as~~the Administrative ~~Agent (the “Incremental Amendment”).~~Agent. The Incremental Amendment ~~amends~~amended the Original Credit Agreement and (i) provides for incremental term loans under the Amended Credit Agreement in an aggregate amount of $300.0 million (the “Incremental Term Loans” and together with the 2027 TLA, the “Amended 2027 TLA”) which Incremental Term Loans are on the same terms as the term loans incurred under the Original Credit Agreement, (ii) increases the maximum First Lien Leverage Ratio (as defined in the Amended Credit Agreement) financial covenant from 3.00:1.00 to 3.25:1.00 and (iii) increases the aggregate amount of unrestricted cash and permitted investments netted from the definitions of Consolidated First Lien Debt and Consolidated Net Debt under the Amended Credit Agreement from $100 million to $125 million.

Substantially simultaneously with entering into the Incremental Amendment, the Borrowers applied a portion of the proceeds of the Incremental Term Loans to (i) finance a portion of the purchase price for the acquisition of Stratus Technologies and (ii) prepay in full the $101.8 million outstanding under the LED Earnout Note. In connection with our prepayment of the LED Earnout Note, we recognized a gain of $0.8 million in the first quarter of 2023, which is included in other non-operating (income) expense in the accompanying statement of operations.

~~Other~~:As of ~~May 26, 2023,~~March 1, 2024, there was ~~$558.9~~$500.0 million of principal amount outstanding under the Amended 2027 TLA, unamortized issuance costs were ~~$7.2~~$5.4 million and the effective interest rate was ~~7.88%~~8.47%. As of ~~May 26, 2023,~~March 1, 2024, there were no amounts outstanding under the 2027 ~~Revolver.~~Revolver and unamortized issuance costs were $2.7 million.

Amended 2027 TLA

On February 29, 2024, we prepaid $30.0 million outstanding under the Amended 2027 TLA. In connection therewith, we wrote off $0.3 million of unamortized issuance costs. On March 29, 2024, subsequent to the end of our second quarter ended March 1, 2024, we prepaid $75.0 million outstanding under the Amended 2027 TLA. In connection therewith, we wrote off $0.8 million of unamortized issuance costs.

Convertible Senior Notes

Convertible Senior Notes Exchange

~~On January 18,~~In the second quarter of 2023, ~~SGH entered into separate, privately negotiated exchange agreements with a limited number~~we exchanged $150.0 million principal amount of ~~holders of its~~ 2.25% Convertible Senior Notes due 2026 (the “2026 Notes”) ~~to exchange $150.0 million principal amount of the 2026 Notes~~ for ~~(i)~~ $150.0 million in aggregate principal amount of ~~new~~ 2.00% Convertible Senior Notes due 2029 (the “2029 Notes”) ~~and (ii)~~, together with an aggregate of ~~approximately~~ $15.6 million in cash, with such cash payment representing $14.1 million of premium paid for the 2026 Notes in excess of par value and $1.5 million of accrued and unpaid interest on the 2026 ~~Notes (collectively, the “Exchange Transactions”).~~Notes. The 2029 Notes were issued pursuant to, and are governed by, an indenture (the “2029 Indenture”), dated as of January 23, 2023, between the Company and U.S. Bank Trust Company, National Association, as trustee.

~~Transactions involving contemporaneous exchanges between the same debtor and creditor in connection with the issuance of a new debt obligation and satisfaction of an existing debt obligation are~~exchange was accounted for as ~~debt extinguishments if the debt instruments have substantially different terms. An exchange is deemed to have substantially different terms if:~~

•~~The present value of the remaining cash flows of the old instrument differs by more than 10% of the present value of the cash flows of the new instrument, or~~

•~~The change in the fair value of the conversion option immediately before and after the exchange is greater than 10% of the carrying value of the debt instrument immediately prior to the exchange.~~

~~We concluded that the exchanged 2026 Notes and the 2029 Notes had substantially different terms, and accordingly, we accounted for the Exchange Transactions as the~~an extinguishment of the 2026 Notes and the issuance of the 2029 Notes. ~~As a result,~~In connection therewith, we recognized an extinguishment loss in the second quarter of 2023, included in other non-operating expense, of $16.7 million, consisting of $14.1 million of premium paid to extinguish the 2026 Notes and $2.5 million for the write-off of unamortized issuance costs.

~~2029 Notes~~

The 2029 Notes are senior, unsecured obligations of the Company and are equal in right of payment with our existing and future senior, unsecured indebtedness, senior in right of payment to our existing and future indebtedness that is expressly subordinated to the 2029 Notes and effectively subordinated to our existing and future senior, secured indebtedness, to the extent of the value of the collateral securing that indebtedness. Our 2026 Notes and 2029 Notes are structurally


19

subordinated to all other existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of our subsidiaries.

The 2029 Notes bear interest at a rate of 2.00% per annum on the principal amount thereof, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2023, to the noteholders of record of the 2029 Notes as of the close of business on the immediately preceding January 15 and July 15, respectively. The 2029 Notes will mature on February 1, 2029 (the “2029 Maturity Date”), unless earlier converted, redeemed or repurchased. The 2029 Notes are convertible into cash or a combination of cash and the Company’s ordinary shares, $0.03 par value per share (the “ordinary shares”), at our election.

The initial conversion rate of the 2029 Notes is 47.1059 ordinary shares per $1,000 principal amount of the 2029 Notes, which represents an initial conversion price of approximately $21.23 per ordinary share. The conversion rate is subject to adjustment upon the occurrence of certain specified events as set forth in the 2029 Indenture. In connection with any conversion of the 2029 Notes, we are required to pay the principal amount in cash and have the option to settle any amount in excess of the principal portion in cash and/or ordinary shares.

~~Conversion Rights~~: ~~Holders of the 2029 Notes may convert them under the following circumstances:~~

i.during any fiscal quarter commencing after the fiscal quarter ended on May 26, 2023 (and only during such fiscal quarter) if the last reported sale price per ordinary share exceeds 130% of the conversion price for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter;

~~ii.~~during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “measurement period”) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per ordinary share on such trading day and the conversion rate on such trading day;

~~iii.upon the occurrence of certain corporate events or distributions on our ordinary shares, as provided in the 2029 Indenture;~~

~~iv.if we call the 2029 Notes for redemption; and~~

v.~~on or after August 1, 2028 until the close of business on the second scheduled trading day immediately before the maturity date.~~

Upon the occurrence of a “make-whole fundamental change” (as defined in the 2029 Indenture), we will in certain circumstances increase the conversion rate for a specified period of time. In addition, upon the occurrence of a “fundamental change” (as defined in the 2029 Indenture), holders of the 2029 Notes may require us to repurchase their 2029 Notes at a cash repurchase price equal to the principal amount of the 2029 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of fundamental change includes certain business combination transactions involving the Company and certain de-listing events with respect to our ordinary shares.

~~Cash Redemption at Our Option~~: We have the right to redeem the 2029 Notes, in whole or in part, at our option at any time, and from time to time, on or after February 6, 2026 and on or before the 40th scheduled trading day immediately before the 2029 Maturity Date, at a cash redemption price equal to the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported per share sale price of our ordinary shares exceeds 130% of the conversion price on (i) each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the trading day immediately before the redemption notice date for such redemption and (ii) the trading day immediately before the date we send such notice. In addition, we have the right to redeem all, but not less than all, of the 2029 Notes if certain changes in tax law occur. Calling any 2029 Note for redemption will constitute a make-whole fundamental change with respect to such note, in which case the conversion rate applicable to the conversion of such note will be increased in certain circumstances if it is converted after it is called for redemption.

~~2026 Notes~~

In February 2020, we issued $250.0 million in aggregate principal amount of 2026 Notes. The 2026 Notes are general unsecured obligations, bear interest at an annual rate of 2.25% per year, payable semi-annually on February 15 and August 15, and mature on February 15, 2026, unless earlier converted, redeemed or repurchased. The 2026 Notes are governed by an indenture (the “2026 Indenture”) between us and U.S. Bank National Association, as trustee. After the effect of the share dividend paid in the second quarter of 2022, the conversion rate of the 2026 Notes is 49.2504 ordinary shares per $1,000 principal amount of notes, which represents a conversion price of approximately $20.30 per ordinary share. The conversion rate is subject to adjustment upon the occurrence of certain specified events as set forth in the 2026 Indenture. On January


20

18, 2023, we exchanged $150.0 million principal amount of 2026 Notes for $150.0 million principal amount of new 2029 Notes. As a result, as of May 26, 2023, $100.0 million in aggregate principal amount of 2026 Notes remain outstanding. See “Convertible Senior Notes – Convertible Senior Notes ~~Exchange.”~~Interest

~~First Supplemental Indenture to Indenture Governing the 2026 Notes~~: On August 26, 2022, SGH entered into the First Supplemental Indenture (the “2026 First Supplemental Indenture”) to the 2026 Indenture governing the 2026 Notes. The 2026 First Supplemental Indenture became effective on August 27, 2022. Pursuant to the 2026 First Supplemental Indenture, SGH irrevocably elected (i) to eliminate SGH’s option to elect Physical Settlement (as defined in the 2026 Indenture) on any conversion of the 2026 Notes that occurs on or after the date of the 2026 First Supplemental Indenture and (ii) with respect to any Combination Settlement (as defined in the 2026 Indenture) for a conversion of the 2026 Notes, the Specified Dollar Amount (as defined in the 2026 Indenture) that will be settled in cash per $1,000 principal amount of the 2026 Notes shall be no lower than $1,000.

As a result of our election, upon any conversion of the 2026 Notes, we will be required to pay cash in an amount at least equal to the principal portion while continuing to have the option to settle any amount in excess of the principal portion in cash and/or ordinary shares. Following the irrevocable election, only the amounts expected to be settled in excess of the principal portion are considered in calculating diluted earnings per share under the if-converted method.

~~Convertible Senior Note Interest~~

Unamortized debt discount and issuance costs are amortized over the terms of our 2026 Notes and 2029 Notes using the effective interest method. As of ~~May 26, 2023~~March 1, 2024 and August ~~26, 2022,~~25, 2023, the effective interest rate for our 2026 Notes was 2.83% ~~and 7.06%, respectively.~~ . As of ~~May 26,~~March 1, 2024 and August 25, 2023, the effective interest rate for our 2029 Notes was 2.40%. Aggregate


18

interest expense for our convertible notes consisted of contractual stated interest and amortization of discount and issuance costs and included the following:


		Three Months Ended				Nine Months Ended
		May 26, 2023		May 27, 2022		May 26, 2023		May 27, 2022
	Three Months Ended										Three Months Ended			Six Months Ended
	March 1, 2024									March 1, 2024		February 24, 2023	March 1, 2024		February 24, 2023
Contractual stated interest	Contractual stated interest	$	1,342	$	1,438	$	4,099	$	4,219
Amortization of discount and issuance costs	Amortization of discount and issuance costs	230		2,242		884		6,702
		$	1,572	$	3,680	$	4,983	$	10,921
	$

As of August 26, 2022, the carrying amount of the equity components of the 2026 Notes, which was included in additional ~~paid-in-capital,~~paid-in capital, was $50.8 million. As of the beginning ~~of the first quarter~~ of 2023, we adopted ASU 2020-06. In connection therewith, we reclassified $32.2 million from additional paid-in-capital to long-term debt and $18.6 million from additional paid-in-capital to retained earnings. ~~See “Recently Adopted Accounting Standards.”~~

Maturities of Debt

As of ~~May 26, 2023,~~March 1, 2024, maturities of debt were as follows:


Remainder of 2023		$	8,156
2024		39,836
Remainder of 2024
2025	2025	32,625
2026	2026	132,625
2027	2027	461,684
2028 and thereafter		151,575
2028
2029 and thereafter
Less unamortized discount and issuance costs	Less unamortized discount and issuance costs	(11,990)
		$	814,511
	$


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Leases

~~As of May 26, 2023 and August 26, 2022, we had~~We have operating leases through which we utilize facilities, offices and equipment in our manufacturing operations, research and development activities and selling, general and administrative functions. Sublease income was not significant in any period presented. The components of operating lease expense were as follows:


		Three Months Ended				Nine Months Ended
		May 26, 2023		May 27, 2022		May 26, 2023		May 27, 2022
	Three Months Ended										Three Months Ended			Six Months Ended
	March 1, 2024									March 1, 2024		February 24, 2023	March 1, 2024		February 24, 2023
Fixed lease cost	Fixed lease cost	$	4,276	$	3,402	$	14,595	$	9,917
Variable lease cost	Variable lease cost	323		370		1,006		1,192
Short-term lease cost	Short-term lease cost	625		119		1,682		377
		$	5,224	$	3,891	$	17,283	$	11,486

Cash flows used for operating activities in the first ~~nine~~six months of ~~2023~~2024 and ~~2022~~2023 included payments for operating leases of ~~$6.7~~$4.5 million and ~~$7.3~~$4.8 million, respectively. Acquisitions of right-of-use assets were ~~$10.6~~$0.3 million in the first ~~nine~~six months of ~~2023~~2024 and ~~$10.6~~$10.5 million in the first ~~nine~~six months of ~~2022.~~2023.

As of ~~May 26, 2023~~March 1, 2024 and August ~~26, 2022,~~25, 2023, the weighted-average remaining lease term for our operating leases was ~~10.2~~10.5 years and ~~10.9 years, respectively.~~the weighted-average discount rate was 6.0%. Certain of our operating leases include one or more options to extend the lease term for periods from two to five years. In determining the present value of our operating lease liabilities, we have assumed we will not extend any lease terms.


19

As of ~~May 26, 2023 and August 26, 2022, the weighted-average discount rate for our operating leases was 6.2% and 6.1%, respectively.~~

~~Minimum~~March 1, 2024, minimum payments of ~~operating~~ lease liabilities ~~as of May 26, 2023~~ were as follows:


Remainder of 2023		$	3,115
2024		14,622
Remainder of 2024
2025	2025	12,573
2026	2026	11,009
2027	2027	8,569
2028 and thereafter		65,537
		115,425
2028
2029 and thereafter
	97,209
Less imputed interest	Less imputed interest	(31,368)
Present value of total lease liabilities	Present value of total lease liabilities	$	84,057

Commitments and Contingencies

Product Warranty and Indemnities

We generally provide a limited warranty that our products are in compliance with applicable specifications existing at the time of delivery. Under our standard terms and conditions of sale, liability for certain failures of product during a stated warranty period is usually limited to repair or replacement of defective items or return of amounts paid for such items. Our warranty obligations are not material.

We are party to a number of agreements in which we have agreed to defend, indemnify and hold harmless our customers and suppliers from damages and costs, which may arise from product defects as well as from any alleged infringement by our products of third-party patents, trademarks or other proprietary rights. We believe our internal development processes and other policies and practices limit our exposure related to such indemnities. Maximum potential future payments cannot be estimated because many of these agreements do not have a maximum stated liability. However, to date, we have not had to reimburse any of our customers or suppliers for any significant losses related to these indemnities. We have not recorded any liability for such indemnities.

Contingencies

From time to time, we ~~are~~may be involved in legal matters that arise in the normal course of business. Litigation in general, and intellectual property, employment and shareholder litigation in particular, can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict. Additionally, from time to time, we are a party in the normal course of business to a variety of agreements pursuant to which we may be obligated to indemnify another party. It is not possible to predict the maximum potential amount of future payments under these types of agreements due to the conditional nature of our obligations and the unique facts and circumstances involved in each particular agreement. Historically, our payments under these types of agreements have not had a material adverse effect on our business, results of operations or financial condition. We regularly review contingencies to determine whether the likelihood of loss has changed and to assess whether a reasonable estimate of the loss or range of loss can be made.


22

Equity

SGH Shareholders’ Equity

~~Share Dividend~~

On January 3, 2022, our Board of Directors declared a share dividend of one ordinary share, $0.03 par value per share, for every one outstanding ordinary share owned to shareholders of record as of January 25, 2022. The dividend was paid on February 1, 2022. The accompanying consolidated financial statements and notes have been restated and adjusted for the impact of the share dividend.

Share Repurchase Authorization

On April 4, 2022, our Board of Directors approved a $75.0 million share repurchase authorization, under which we may repurchase our outstanding ordinary shares from time to time through open market purchases, privately-negotiated transactions or otherwise. The share repurchase authorization has no expiration date but may be suspended or terminated by the Board of Directors at any time. On January 8, 2024, the Audit Committee of the Board of Directors approved an additional $75.0 million share repurchase authorization. In the first ~~nine~~six months of ~~2023~~2024 and ~~in 2022,~~2023, we repurchased ~~0.5~~931 thousand and 533 thousand shares for $13.9 million and ~~2.6 million shares, respectively, for~~ $8.4 ~~million and $50.0~~ million, respectively, under the initial authorization. As of March 1, 2024, an aggregate of $77.7 million of these authorizations remained available for the repurchase ~~authorization.~~of our ordinary shares.

Other Share Repurchases

Ordinary shares withheld as payment of withholding taxes and exercise prices in connection with the vesting or exercise of equity awards are treated as ordinary share repurchases. WeIn the first six months of 2024 and 2023, we repurchased 41113 thousand and ~~217~~176 thousand ordinary shares as payment of withholding taxes for ~~$0.7~~$1.9 million and ~~$3.1~~$2.4 million, respectively, in the third quarter and first nine months of 2023, and 151 thousand and 205 thousand ordinary shares for $3.7 million and $6.6 million, respectively, in the third quarter and first nine months of 2022.respectively.


20

In connection with the ~~Exchange Transactions~~exchange transactions in the second quarter of 2023, we repurchased 326 thousand ordinary shares for $5.4 million.

~~Stratus Technologies Earnout~~

In connection with our acquisition of Status Technologies, the Seller has the right to receive an Earnout of up to $50.0 million based on the gross profit performance of Stratus Technologies during the first full 12 fiscal months following the closing. Pursuant to the terms of the Stratus Purchase Agreement, we had the option to settle the Earnout amount owed to the Seller, if any, in cash, ordinary shares of SGH, or a mix of cash and ordinary shares of SGH. On June 28, 2023, we provided notice to the Seller of our election to settle the Earnout in cash.

Shares that would have been issuable pursuant to the Earnout are contingently issuable shares and are considered in the computation of diluted earnings per share if dilutive. The number of contingently issuable shares included in diluted earnings per share is the number of shares that would have been issuable at the time of settlement based on the assumption that the current fair value of the Earnout remained unchanged until the end of the earnout period. As of May 26, 2023, based on the fair value of the Earnout, the contingently issuable shares were anti-dilutive.

~~2029 Capped Calls~~

On January 18, 2023, in connection with the pricing of the 2029 Notes, we entered into privately negotiated capped call transactions (the “2029 Capped Calls”). The 2029 Capped Calls cover, subject to anti-dilution adjustments substantially similar to those applicable to the 2029 Notes, the aggregate number of ordinary shares that initially underlie the 2029 Notes, and are expected generally to reduce potential dilution to our ordinary shares upon any conversion of the 2029 Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted 2029 Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price of the 2029 Capped Calls. The cap price of the 2029 Capped Calls is initially $29.1375 per share, which represented a premium of 75% over the last reported sale price of our ordinary shares on January 18, 2023. The cost of the 2029 Capped Calls, which are considered capital transactions, was $15.1 million and was recognized as a decrease to additional paid-in capital in the second quarter of 2023.

The 2029 Capped Calls are separate transactions, each between the Company and the counterparties to the 2029 Capped Calls, and are not part of the terms of the 2029 Notes and do not affect any holder’s rights under the 2029 Notes or the 2029 Indenture. Holders of the 2029 Notes do not have any rights with respect to the 2029 Capped Calls.


23

~~2026 Capped Calls~~

In connection with our issuance of the 2026 Notes in February 2020, we entered into capped call transactions (the “2026 Capped Calls”). As part of the Exchange Transactions, we entered into agreements with a number of counterparties to settle a portion of the 2026 Capped Calls in a notional amount corresponding to the amount of the 2026 Notes that were exchanged. The value received in connection with the settlement of a portion of the 2026 Capped Calls was $10.8 million and was recognized as an increase in additional paid-in capital in the second quarter of 2023.

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) by component for the ~~nine~~first six months ~~ended May 26, 2023~~of 2024 were as follows:

Cumulative
Translation
Adjustment
Gains (Losses)
on Derivative
Instruments
Gains (Losses)
on
Investments
Total
As of August 26, 2022 $ (221,655) $ — $ — $ (221,655)
Other comprehensive income (loss) before reclassifications 7,278 112 (8) 7,382
Reclassifications out of accumulated other comprehensive income — (112) — (112)
Other comprehensive income (loss) 7,278 — (8) 7,270
As of May 26, 2023 $ (214,377) $ — $ (8) $ (214,385)

~~Noncontrolling Interest in Subsidiary~~


	Cumulative Translation Adjustment		Gains (Losses) on Investments		Total
As of August 25, 2023	$	(205,969)	$	5	$	(205,964)

Other comprehensive income (loss) before reclassifications	(6,352)		25		(6,327)
Reclassifications out of accumulated other comprehensive income	212,397		—		212,397
Other comprehensive income (loss)	206,045		25		206,070
As of March 1, 2024	$	76	$	30	$	106

In connection with our divestiture of an 81% interest in SMART Brazil, we reclassified $212.4 million of cumulative translation adjustment related to SMART Brazil from other accumulated comprehensive income to results of operations in the first ~~nine months~~quarter of ~~2023 and 2022, our Cree Joint Venture distributed an aggregate~~2024. See “Divestiture of $4.1 million and $7.7 million to its partners, including $2.1 million and $3.9 million to SGH and $2.0 million and $3.8 million to San’an, respectively. Cash and other assets of our Cree Joint Venture are generally not available for use by us in our other operations.SMART Brazil.”

~~Government Incentives~~

~~Brazil Financial Credits~~

Through one of our Brazilian subsidiaries, we participate in an incentive program, known as Programa de Apoio ao Desenvolvimento Tecnológico da Indústria de Semicondutores (also known as Technology Development Support of the Semiconductor Industry Program) (“PADIS”), pursuant to which the Brazilian government incentivizes the manufacture and sale of semiconductor components within Brazil.

In January 2022, the Brazilian government approved an extension to PADIS. The financial credits available through the program are set to expire in December 2026. PADIS provides for reduced import and other transaction-related taxes for certain procurement, manufacturing and sales activities. In exchange, we must invest in certain research and development activities related to semiconductor-based solutions in an amount equivalent to 5% of the gross revenues of such Brazilian subsidiary recognized in connection with incentivized sales of semiconductor components in Brazil, excluding exports and sales to customers located at the Manaus Free Trade Zone, subject to the limitations of 13.1% (through December 31, 2024) and 12.3% (from January 1, 2025 through December 31, 2026) of the subsidiary’s gross revenues.

Pursuant to PADIS, we recognized aggregate financial credits, reflected as a reduction of research and development expense, of $0.4 million and $4.4 million in the third quarter and first nine months of 2023, respectively, and $3.3 million and $15.2 million in the third quarter and first nine months of 2022, respectively. Financial credits earned under PADIS may be refunded in cash or used to offset liabilities for Brazil federal taxes. As of May 26, 2023 and August 26, 2022, receivables for earned but unused financial credits were $19.8 million and $18.7 million, respectively. Financial credits earned but unused as of May 26, 2023 can be utilized through April 2028.


24

Fair Value Measurements

~~Cash~~


	As of March 1, 2024				As of August 25, 2023
	Fair Value		Carrying Value		Fair Value		Carrying Value
Assets:
Derivative financial instrument	$	3,790	$	3,790	$	—	$	—

Liabilities:
Amended 2027 TLA	$	500,015	$	494,607	$	551,648	$	544,943
2029 Notes	184,455		147,165		195,426		146,886
2026 Notes	125,987		98,891		131,864		98,609

The deferred cash adjustment resulting from the divestiture of an 81% interest in SMART Brazil is accounted for as a derivative financial instrument and ~~cash equivalents~~is revalued at the end of each reporting period. The fair value as of May 26, 2023 included money market funds of $18.1 million and time deposits of $11.0 million. Cash and cash equivalents as of August 26, 2022 included money market funds of $13.8 million. Money market funds were valued based on LevelMarch 1, ~~measurements using quoted prices in active markets for identical assets. Time deposits were valued based on Level 2 measurements, including market-based observable inputs.~~

~~Fair value measurements were as follows:~~

As of May 26, 2023 As of August 26, 2022
Fair
Value Carrying
Value Fair
Value Carrying
Value
Liabilities:
Derivative financial instrument liabilities $ 534 $ 534 $ 605 $ 605
Acquisition-related contingent consideration 45,700 45,700 — —
Amended 2027 TLA 558,859 551,649 273,281 269,304
2029 Notes 185,046 146,748 — —
2026 Notes 128,720 98,471 290,223 213,023
LED Earnout Note — — 96,412 101,824
Debt – other 16,489 17,643 17,855 19,263

~~The fair values of our derivative financial instruments,~~2024, as measured on a recurring basis, ~~were~~was based on Level 2 measurements, including market-based observable inputs of ~~currency exchange spot and forward rates,~~ interest rates and credit-risk spreads.

Acquisition-related contingent consideration is related to our acquisition of Stratus Technologies and is included in current liabilities as of May 26, 2023. The fair value as of May 26, 2023, measured on a recurring basis, was based on Level 3 measurements, which included significant inputs not observable in the market. The fair value was estimated using a Monte Carlo simulation analysis in a risk-neutral framework with assumptions for volatility, market price of risk adjustment, risk-free rate and cost of debt. The fair value of the Earnout was estimated based on the Company’s evaluation of the probability and amount of Earnout to be achieved based on the expected gross profit of Stratus Technologies. The Monte Carlo simulation model was used to estimate the Earnout payment, which was discounted to its present value based on the expected payment date of the Earnout. The model used an estimated gross profit volatility of 32.6% and a discount rate of 8.81% as of May 26, 2023.

~~The fair values of our~~ Amended 2027 TLA, ~~LED Earnout Note and other debt,~~ as measured on a non-recurring basis, ~~were~~was estimated based on Level 2 measurements, including discounted cash flows and interest rates based on similar debt issued by parties with credit ratings similar to ours. The fair values of the 2029 Notes and the 2026 Notes, as measured on a non-recurring basis, was determined based on Level 2 measurements, including the trading prices of the ~~notes.~~2029 Notes and the 2026 Notes.

~~Derivative Instruments~~

We use currency forward contracts to mitigate our exposure of certain monetary assets and liabilities from changes in currency exchange rates. Realized and unrealized gains and losses from derivative instruments without hedge accounting designation as well as the changes in the underlying monetary assets and liabilities from changes in currency exchange rates are included in other non-operating (income) expense.

Three Months Ended Nine Months Ended
May 26,
2023 May 27,
2022 May 26,
2023 May 27,
2022
Realized losses on currency forward contracts $ 480 $ 8,767 $ 1,763 $ 4,227
Unrealized (gains) losses on currency forward contracts 13 (3,327) (92) 188


25

Equity Plans

As of ~~May 26, 2023, 7.5~~March 1, 2024, 7.3 million ~~shares~~ of our ordinary shares were available for future awards under our equity plans.

The disclosures related to our restricted awards, share options and employee share purchase plan include both our continuing and discontinued operations.


21

Restricted Share Awards and Restricted Share Units Awards (“Restricted Awards”)

Aggregate Restricted Award activity was as follows:


		Three Months Ended				Nine Months Ended
		May 26, 2023		May 27, 2022		May 26, 2023		May 27, 2022
	Three Months Ended													Three Months Ended				Six Months Ended
	March 1, 2024												March 1, 2024		February 24, 2023		March 1, 2024			February 24, 2023
Awards granted	Awards granted	1,270		935		2,492		1,581		Awards granted	205	82		82		624			1,222
Weighted-average grant date fair value per share	Weighted-average grant date fair value per share	$	15.98	$	24.25	$	17.49	$	25.96
Aggregate vesting date fair value of shares vested	Aggregate vesting date fair value of shares vested	$	6,418	$	24,098	$	22,032	$	42,326

As of ~~May 26, 2023,~~March 1, 2024, total unrecognized compensation costs for unvested Restricted Awards was ~~$91.9~~$70.0 million, which was expected to be recognized over a weighted-average period of ~~2.7~~2.1 years.

Share Options

As of ~~May 26, 2023,~~March 1, 2024, total aggregate unrecognized compensation costs for unvested options was ~~$1.5~~$0.5 million, which was expected to be recognized over a weighted-average period of ~~1.2~~0.5 years.

Employee Share Purchase Plan (“ESPP”)

Under our ESPP, employees purchased ~~602~~298 thousand ordinary shares for ~~$6.6~~$3.3 million in the first ~~nine~~six months of ~~2023~~2024 and ~~307~~265 thousand shares for ~~$6.5~~$2.9 million in the first ~~nine~~six months of ~~2022.~~2023.

Share-Based Compensation Expense

Three Months Ended Nine Months Ended
May 26,
2023 May 27,
2022 May 26,
2023 May 27,
2022
Share-based compensation expense by caption:
Cost of sales $ 1,655 $ 1,724 $ 4,732 $ 5,103
Research and development 1,617 1,679 4,692 4,778
Selling, general and administrative 6,759 7,144 21,414 20,414
$ 10,031 $ 10,547 $ 30,838 $ 30,295
Share-based compensation expense for our continuing operations was as follows:

~~Income tax benefits related to the tax deductions for share-based awards are recognized only upon the settlement of the related share-based awards.~~


	Three Months Ended				Six Months Ended
	March 1, 2024		February 24, 2023		March 1, 2024		February 24, 2023
Share-based compensation expense by caption:
Cost of sales	$	1,691	$	1,308	$	3,541	$	2,950
Research and development	1,781		1,385		3,414		2,941
Selling, general and administrative	7,167		7,338		14,907		14,121
	$	10,639	$	10,031	$	21,862	$	20,012

Income tax benefits for share-based awards were ~~$2.2~~$1.7 million and ~~$6.2~~$3.5 million in the ~~third~~second quarter and first ~~nine~~six months of ~~2023,~~2024, respectively, and ~~$5.1~~$1.6 million and ~~$10.1~~$3.4 million in the ~~third~~second quarter and first ~~nine~~six months of ~~2022,~~2023, respectively.

Revenue and Customer Contract Balances

Net Sales and Gross Billings

We provide certain logistics services on an agent basis, whereby we procure materials and services on behalf of our customers and then resell such materials and services to our customers. Our materials logistics ~~services~~ business includes procurement, logistics, inventory management, temporary warehousing, kitting and/or packaging services. While we take title to inventory under such arrangements, control of such inventory does not transfer to us as we do not, at any point, have the ability to direct the use, and thereby obtain the benefits of, the inventory.


26

Gross amounts invoiced to customers in connection with these agent services include amounts related to the services performed by us in addition to the cost of the materials and services procured. However, only the amount related to the agent component is recognized as revenue in our results of operations. We generally recognize revenue for these procurement, logistics and inventory management services upon the completion of such services, which ~~typically~~generally occurs at


22

the time of shipment of product to the customer. The cost of materials and services invoiced to our customers under these arrangements, but not recognized as revenue or cost of sales in our results of operations, were as follows:

Three Months Ended Nine Months Ended
May 26,
2023 May 27,
2022 May 26,
2023 May 27,
2022
Cost of materials invoiced in connection with logistics services $ 143,128 $ 574,034 $ 664,863 $ 1,250,024


	Three Months Ended				Six Months Ended
	March 1, 2024		February 24, 2023		March 1, 2024		February 24, 2023
Cost of materials and services invoiced in connection with logistics services	$	90,670	$	143,984	$	199,639	$	521,735

Customer Contract Balances


As of	As of	May 26, 2023		August 26, 2022		As of	March 1, 2024	August 25, 2023
Contract assets (1)	Contract assets (1)	$	767	$	1,322

Contract liabilities: (2)	Contract liabilities: (2)
Deferred revenue (3)		$	70,743	$	39,676
Contract liabilities: (2)
Contract liabilities: (2)
Deferred revenue
Deferred revenue
Deferred revenue
Customer advances	Customer advances	14,780		24,125		Customer advances	24,050	5,565
		$	85,523	$	63,801
	$

(1)Contract assets are included in other current and noncurrent assets.

(2)Contract liabilities are included in other current and noncurrent liabilities based on the timing of when our customer is expected to take control of the asset or receive the benefit of the service.

~~(3)Deferred~~Contract assets represent amounts recognized as revenue ~~includes $11.2 million and $23.3 million as of May 26, 2023 and August 26, 2022, respectively, related~~for which we do not have the unconditional right to ~~contracts that contain termination rights.~~consideration.

Deferred revenue represents amounts received from customers in advance of satisfying performance obligations. As of ~~May 26, 2023,~~March 1, 2024, we expect to recognize revenue of ~~$53.7~~$37.2 million of the $58.8 million balance ~~of $70.7 million~~ in the next 12 months and the remaining amount thereafter. In the first ~~nine~~six months of ~~2023,~~2024, we recognized revenue of ~~$25.1~~$38.6 million from satisfying performance obligations related to amounts included in deferred revenue as of August ~~26, 2022.~~25, 2023. Deferred revenue includes $7.9 million and $10.9 million as of March 1, 2024 and August 25, 2023, respectively, related to contracts that contain termination rights.

Customer advances represent amounts received from customers for advance payments to secure product. In the first ~~nine~~six months of ~~2023,~~2024, we recognized revenue of ~~$18.9~~$1.2 million from satisfying performance obligations related to amounts included in customer advances as of August ~~26, 2022.~~25, 2023.

As of ~~May 26, 2023~~March 1, 2024 and August ~~26, 2022,~~25, 2023, other current liabilities included ~~$10.6~~$13.0 million and ~~$15.4~~$12.5 million, respectively, for estimates of consideration payable to customers, including estimates for pricing adjustments and returns.

Other Operating (Income) Expense

In ~~the first quarter of~~2024 and 2023, we initiated plans that included workforce reductions and the elimination of certain projects across our businesses. In connection therewith, we recorded restructure charges of ~~$6.0~~$6.3 million ~~for~~and $5.6 million in the first ~~nine~~six months of 2024 and 2023, respectively, primarily for employee severance costs and other benefits. We anticipate that these activities will continue into future quarters and anticipate recording additional restructure charges. As of ~~May 26, 2023, $2.0~~March 1, 2024, $3.0 million remained unpaid, which is expected to be paid in ~~the remainder of 2023.~~2024.


2723

Other Non-operating (Income) Expense

Three Months Ended Nine Months Ended
May 26,
2023 May 27,
2022 May 26,
2023 May 27,
2022
Loss (gain) on extinguishment of debt $ — $ — $ 15,924 $ 653
Foreign currency losses 590 641 1,113 3,516
Loss (gain) on disposition of assets 41 19 (3,075) 65
Other (117) (110) (779) (664)
$ 514 $ 550 $ 13,183 $ 3,570

In the second quarter of 2023, we recognized a loss in connection with the extinguishment of $150.0 million of our 2026 Notes. See “Debt – Convertible Senior Notes – Convertible Senior Notes Exchange.”


	Three Months Ended				Six Months Ended
	March 1, 2024		February 24, 2023		March 1, 2024		February 24, 2023
Loss (gain) on extinguishment or prepayment of debt	$	325	$	16,691	$	325	$	15,924
Loss (gain) from changes in foreign currency exchange rates	182		165		(364)		(355)
Loss (gain) on disposition of assets	41		(2,984)		86		(3,025)
Other	(300)		(565)		(375)		(599)
	$	248	$	13,307	$	(328)	$	11,945

Income Taxes


		Three Months Ended				Nine Months Ended
		May 26, 2023		May 27, 2022		May 26, 2023		May 27, 2022
	Three Months Ended										Three Months Ended			Six Months Ended
	March 1, 2024									March 1, 2024		February 24, 2023	March 1, 2024		February 24, 2023
Income (loss) before taxes	Income (loss) before taxes	$	(17,375)	$	29,649	$	(35,663)	$	68,660
Income tax provision		6,702		5,154		9,876		20,495
Income tax provision (benefit)

~~Interim income~~Income tax provision ~~includes a provision~~(benefit) for federal, state and foreign taxes is based on the annual estimated effective tax rate applicable to us and our subsidiaries, adjusted for certain discrete items, which are fully recognized in the period they occur. We have historically determined our interim income tax provision (benefit) by applying the annual estimated effective income tax rate expected to be applicable for the full fiscal year to the income (loss) before taxes for ~~the interim period.~~jurisdictions which are subject to income tax. In determining the full year estimate, we do not include the ~~estimated~~ impact of unusual and/or infrequent items, which may cause significant variations in the customary relationship between income tax provision (benefit) and income (loss) before taxes. Accordingly, the interim effective tax rate may not be reflective of the annual estimated effective tax rate. Additionally, our income tax provision (benefit) is subject to volatility and could be impacted by changes in our geographic earnings, non-deductible ~~stock based~~share-based compensation and certain tax credits.

Income tax provision for the third quarter of 2023 increased by $1.5 million as compared to the same period in the prior year, primarily due to an increase in U.S. profits. For tax years beginning on or after January 1, 2022, the Tax Cuts and Jobs Act of 2017 eliminates the option to deduct research and development expenditures, as defined under IRC Section 174, in the year incurred. Instead, taxpayers are required to amortize such expenditures over five years if incurred in the U.S. and over fifteen years if incurred in a foreign jurisdiction. Due to this change, we expect to incur U.S. taxes despite historical net operating losses and credit carryforwards. Income tax provision for the first nine months of 2023 decreased by $10.6 million as compared to the same period in the prior year, primarily due to current year losses in certain of our foreign operations, offset by increase in U.S. taxable profits.

As of May 26, 2023 and August 26, 2022, we had a full valuation allowance for net deferred tax assets associated with our U.S. operations, based on an analysis of positive and negative evidence, including analyzing three-year cumulative pre-tax income or loss, projections of future taxable income and other quantitative and qualitative information. We intend to maintain a full valuation allowance on our U.S. net deferred tax assets until there is sufficient positive evidence to support the reversal of all or some portion of the valuation allowance. Due to improvements in our U.S. operating results over the past three years, we believe there is a reasonable possibility that, within the next 12 months, sufficient positive evidence may become available to allow us to reach a conclusion that a significant portion of the valuation allowance will no longer be needed. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense in the period the valuation allowance is released. However, the exact timing and amount of the valuation allowance release are subject to change based on the level of our U.S. profitability.

Determining the consolidated income tax provision (benefit), income tax liabilities and deferred tax assets and liabilities involves judgment. We calculate and provide for income taxes in each of the tax jurisdictions in which we operate, which involves estimating current tax exposures as well as making judgments regarding the recoverability of deferred tax assets in


28

each jurisdiction. The estimates used could differ from actual results, which may have a significant impact on operating results in future periods.


24

Earnings Per Share


		Three Months Ended				Nine Months Ended
		May 26, 2023		May 27, 2022		May 26, 2023		May 27, 2022
	Three Months Ended														Three Months Ended							Six Months Ended
	March 1, 2024											March 1, 2024				February 24, 2023				March 1, 2024				February 24, 2023
Net income (loss) from continuing operations
Net income (loss) from discontinued operations
Net income (loss) attributable to SGH – Basic and Diluted	Net income (loss) attributable to SGH – Basic and Diluted	$	(24,455)	$	24,113	$	(46,682)	$	46,598

Weighted-average shares outstanding – Basic
Weighted-average shares outstanding – Basic
Weighted-average shares outstanding – Basic	Weighted-average shares outstanding – Basic	49,380		50,095		49,152		49,543		52,031			49,116				52,050				49,039
Dilutive effect of equity plans and convertible notes	Dilutive effect of equity plans and convertible notes	—		4,903		—		6,213		Dilutive effect of equity plans and convertible notes	—								—
Weighted-average shares outstanding – Diluted	Weighted-average shares outstanding – Diluted	49,380		54,998		49,152		55,756		Weighted-average shares outstanding – Diluted	52,031			49,116				52,050					49,039

Earnings (loss) per share:
Basic		$	(0.50)	$	0.48	$	(0.95)	$	0.94
Diluted		$	(0.50)	$	0.44	$	(0.95)	$	0.84
Basic earnings (loss) per share:
Basic earnings (loss) per share:
Basic earnings (loss) per share:
Continuing operations
Continuing operations
Continuing operations
Discontinued operations
	$

Diluted earnings (loss) per share:
Diluted earnings (loss) per share:
Diluted earnings (loss) per share:
Continuing operations
Continuing operations
Continuing operations
Discontinued operations
	$

Below are unweighted potentially dilutive shares that were not included in the computation of diluted earnings per share because to do so would have been antidilutive:

Three Months Ended Nine Months Ended
May 26,
2023 May 27,
2022 May 26,
2023 May 27,
2022
Equity plans 8,482 459 8,482 333
Stratus Technologies contingently issuable shares 2,566 — 2,566 —
11,048 459 11,048 333

Upon any conversion of our 2026 Notes or 2029 Notes, we will be required to pay cash in an amount at least equal to the principal portion and have the option to settle any amount in excess of the principal portion in cash and/or ordinary shares. As a result, only the amounts settled in excess of the principal portion are considered in calculating diluted earnings per share. See “Debt – Convertible Senior Notes.”


	Three Months Ended		Six Months Ended
	March 1, 2024	February 24, 2023	March 1, 2024	February 24, 2023
Equity plans	5,396	7,861	5,396	7,861
Stratus Technologies contingently issuable shares	—	1,787	—	1,787
	5,396	9,648	5,396	9,648

Segment and Other Information

Segment information presented below is consistent with how our chief operating decision maker evaluates operating results to make decisions about allocating resources and assessing performance. We have the following three ~~businesses,~~business units, which are our reportable segments:

•Memory Solutions: Our Memory Solutions group, under our SMART Modular brand, provides high performance and reliable memory solutions through the design, development and advanced packaging of leading-edge to extended lifecycle products. These specialty products are tailored to meet customer-specific requirements across networking and communications, enterprise storage and computing, including ~~desktop, notebook and~~ server applications ~~smartphones~~ and other vertical markets. These products are marketed to ~~OEMs~~original equipment manufacturers and to commercial and government customers. The Memory Solutions group also offers SMART Supply Chain Services, which provides customized, integrated supply chain services to enable our customers to better manage supply chain planning and execution, reduce costs and increase productivity.

•Intelligent Platform Solutions ~~(“IPS”)~~: Our IPS group, under our Penguin Solutions and ~~newly acquired~~ Stratus Technologies brands, offers specialized platform solutions and services for high-performance computing, ~~(“HPC”),~~ artificial intelligence, ~~(“AI”),~~ machine learning, ~~(“ML”),~~ advanced modeling and the internet of things ~~(“IoT”)~~ that span the continuum of edge, core and cloud. Our solutions are designed specifically for customers across multiple markets, including ~~government,~~ hyperscale, ~~energy,~~ financial services, ~~health care,~~energy, government, education, healthcare and others. On


29

~~August 29, 2022, we completed the acquisition of Stratus Technologies, a global leader in simplified, protected and autonomous computing solutions in the data center and at the Edge.~~

•LED Solutions: Our LED Solutions group, under our ~~Cree LED~~CreeLED brand, offers a broad portfolio of application-optimized LEDs focused on improving on lumen density, intensity, efficacy, optical control ~~and~~and/or reliability. Backed by


25

expert design assistance and superior sales support, our LED products enable our customers to develop and market LED-based products for general lighting, video screens and specialty lighting applications.

Segments are determined based on sources of revenue, types of customers and operating performance. There are no differences between the accounting policies for our segment reporting and our consolidated results of operations. Operating expenses directly associated with the activities of a specific segment are charged to that segment. Certain other indirect operating income and expenses are generally allocated to segments based on their respective percentage of net sales. We do not identify (other than goodwill) or report internally our assets nor allocate certain expenses and amortization, interest, other non-operating (income) expense or taxes to segments.


		Three Months Ended				Nine Months Ended
		May 26, 2023		May 27, 2022		May 26, 2023		May 27, 2022
	Three Months Ended										Three Months Ended			Six Months Ended
	March 1, 2024									March 1, 2024		February 24, 2023	March 1, 2024		February 24, 2023
Net sales:	Net sales:
Memory Solutions
Memory Solutions
Memory Solutions	Memory Solutions	$	148,370	$	265,850	$	491,473	$	765,332
Intelligent Platform Solutions	Intelligent Platform Solutions	170,854		95,345		604,276		296,256
LED Solutions	LED Solutions	64,106		101,345		182,233		320,067
Total net sales	Total net sales	$	383,330	$	462,540	$	1,277,982	$	1,381,655

Segment operating income:	Segment operating income:
Segment operating income:
Segment operating income:
Memory Solutions
Memory Solutions
Memory Solutions	Memory Solutions	$	11,284	$	30,094	$	46,859	$	99,260
Intelligent Platform Solutions	Intelligent Platform Solutions	25,798		10,790		97,942		32,672
LED Solutions	LED Solutions	(782)		13,388		(2,237)		48,925
Total segment operating income	Total segment operating income	36,300		54,272		142,564		180,857

Unallocated:	Unallocated:
Unallocated:
Unallocated:
Share-based compensation expense
Share-based compensation expense
Share-based compensation expense	Share-based compensation expense	(10,031)		(10,547)		(30,838)		(30,295)
Amortization of acquisition-related intangibles	Amortization of acquisition-related intangibles	(11,609)		(5,943)		(33,282)		(18,115)
Flow through of inventory step up	Flow through of inventory step up	—		—		(2,599)		—
Cost of sales-related restructure	Cost of sales-related restructure	(211)		—		(5,763)		—
Acquisition and integration expenses		(8,637)		(2,181)		(18,193)		(3,471)
Diligence, acquisition and integration expense
Impairment of goodwill	Impairment of goodwill	—		—		(17,558)		—
Change in fair value of contingent consideration	Change in fair value of contingent consideration	(14,800)		(124)		(24,900)		(41,324)
Restructure charge	Restructure charge	186		(249)		(6,009)		(249)
Other	Other	—		81		(1,800)		(495)
Total unallocated	Total unallocated	(45,102)		(18,963)		(140,942)		(93,949)
Consolidated operating income (loss)	Consolidated operating income (loss)	$	(8,802)	$	35,309	$	1,622	$	86,908


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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the consolidated financial statements and accompanying notes included elsewhere in this Quarterly Report and in our Annual Report on Form 10-K for the fiscal year ended August ~~26, 2022.~~25, 2023. This discussion contains forward looking statements that involve risks, uncertainties and other factors. Our actual results could differ materially from those contained in these forward-looking statements due to a number of risks, uncertainties and other factors, including those discussed below and elsewhere in this Quarterly Report and in our Annual Report on Form 10-K for the fiscal year ended August ~~26, 2022.~~25, 2023. See also “Cautionary Note Regarding Forward-Looking Statements.”

Our fiscal year is the 5252- or 53-week period ending on the last Friday in August. Fiscal years 2024 and 2023 contain 53 weeks and ~~2022 each contain~~ 52 ~~weeks.~~weeks, respectively. All period references are to our fiscal periods unless otherwise indicated. All ~~financial~~tabular amounts are in thousands. Financial information for our subsidiaries in Brazil iswas included in our consolidated financial statements on a one-month lag because their fiscal years ~~end~~ended on July 31 of each year. ~~All tabular amounts are~~In connection with the completion of the divestiture of an 81% interest in ~~thousands.~~SMART Brazil, we ceased consolidating the operations of SMART Brazil in our financial statements as of the November 29, 2023 disposal date. As a result, financial information for the first quarter of 2024 includes the four-month period for our SMART Brazil operations from August 1, 2023 to November 29, 2023.

Overview

At SGH, we power growth and expand possibilities by continually investing in our people, innovation and new opportunities. Our diverse lines of businesses – across computing, memory and LED lighting solutions – all focus on serving customers by delivering engineer-driven technology solutions to specialty end markets. SGH serves as a foundation and a support for eachFor an overview of our ~~businesses, while also empowering them to deliver their own unique solutions to their customers to unlock avenues for growth and technological advancement.~~

~~Since~~business, see “PART I – Item 1. Business” of our ~~inception over 30 years ago, SGH has grown into a diversified group of businesses focused~~Annual Report on ~~the design and manufacture of specialty solutions~~Form 10-K for the computing, memory and LED markets. Our success is based on a customer-focused approach characterized by a commitment to quality, advanced technical expertise, quick time-to-market, build-to-order flexibility and excellence in customer service.

In addition to driving growth organically and through acquisitions, we use the SGH operating system to support and drive operational efficiency and performance. SGH’s Operating System incorporates best practices to ensure our business lines are empowered to deliver for our customers consistently and efficiently.

fiscal year ended August 25, 2023.

~~Recent Event –~~ Divestiture of SMART Brazil

On ~~June 13,~~November 29, 2023, we entered into a Stock Purchase Agreement (the “Purchase Agreement”), by and among SMART Modular Technologies (LX) S.à.r.l., a société à responsabilité limitée governed by the laws of Grand Duchy of Luxembourg


31

~~and~~completed our wholly owned subsidiary (“Seller”), Lexar Europe B.V., a company organized under the laws of The Netherlands (“Purchaser”), Shenzhen Longsys Electronics Co., Ltd., a company limited by shares governed by the laws of the People’s Republic of China (“Longsys”), solely with respect to certain provisions therein, Shanghai Intelligent Memory Semiconductor Co., Ltd., a limited liability company governed by the laws of the People’s Republic of China (“Parent Funding Entity”), and, solely with respect to certain provisions therein, SGH, for the intended sale of its standards-based modules assembly and test business in Brazil. The transaction, which was approved by our Board of Directors and the Board of Directors of Seller, is expected to close by the end of calendar year 2023.

Pursuant to the Purchase Agreement, among other matters, and subject to the satisfaction or waiver of the conditions set forth therein, Seller will sell to Purchaser, and Purchaser will purchase from Seller, 81% of Seller’s right, title and interest in and to the outstanding quotaspreviously announced divestiture of SMART Modular Technologies do Brasil – Indústria e Comercio de Componentes Ltda.~~, a sociedade limitada governed by the laws of Brazil~~ (“SMART Brazil”) to Lexar Europe B.V., an affiliate of Shenzhen Longsys Electronics Co. Ltd.

SMART Brazil operates as a stand-alone business which assembles and tests modules for electronics manufacturers that sell devices to Brazilian consumers. In line with ~~Seller retaining a 19%~~our strategic priorities, the majority divestiture of our standards-based, commodity module business in Brazil will enable us to focus on our strategy of delivering high-performance, high availability solutions to our enterprise customers. This transaction also strengthens our financial position, enabling us to increase our strategic investments into domestic research and development and U.S.-based production of advanced technologies.

Presentation of SMART Brazil as Discontinued Operations: On June 13, 2023, we entered into an agreement to divest of an 81% interest in SMART ~~Brazil (the “Retained Interest”) (the “Acquisition”).~~

~~Pursuant to~~Brazil. We concluded that, as of August 25, 2023, (i) the terms of, and subject to the conditions specified in, the Purchase Agreement, upon consummation of the Acquisition (the “Closing”), Purchaser will pay to Seller (based on a total enterprise value of $205.0 million for SMART Brazil) consideration consisting of (i) an upfront cash purchase price of $137.7 million on a cash-free, debt-free basis and subject to certain customary adjustments as set forth in the Purchase Agreement, (ii) a deferred cash purchase price of $28.4 million eighteen months following the Closing and (iii) subject to and at the time of exercise of the Put/Call Option (as defined below), an additional cash payment equal to 19% of the amountnet assets of SMART ~~Brazil’s~~Brazil met the criteria for classification as held for sale and (ii) the proposed sale represented a strategic shift that was expected to have a major effect on our operations and financial results. On November 29, 2023, we completed the divestiture. The balance sheets, results of operations and cash ~~at the Closing (as calculated pursuant to the Purchase Agreement) minus the amount~~flows of SMART ~~Brazil’s indebtedness at the Closing (as calculated pursuant to the Purchase Agreement).~~

~~Pursuant to the Purchase Agreement, at Closing,~~Brazil have been presented as discontinued operations for all periods presented. SMART Brazil Seller, Purchaser, and Longsys will enter into a Quotaholders Agreement, which will provide Seller with a put option to sell the Retained Interest in SMART Brazil (the “Put Option”) during three exercise windows following its fiscal years ending July 31, 2026, July 31, 2027 or July 31, 2028 (the “Exercise Windows”), with such Exercise Windows beginning on January 15, 2027 and ending on February 15, 2027, beginning on January 15, 2028 and ending on February 15, 2028 and beginning on January 15, 2029 and ending on February 15, 2029, respectively. A call option has also been granted to Purchaser to require Seller to sell the Retained Interest during the Exercise Windows (the “Call Option,” together with the Put Option, the “Put/Call Option”). The price for the Put/Call Option is based on a 100% enterprise value of 7.5x net income for SMART Brazil for the preceding fiscal year at the time of exercise. The Quotaholders Agreement also provides, among other things, for certain governance and approval rights among the parties thereto.

The consummation of the Acquisition is subject to customary conditions to Closing, including, among others, (i) completion of filings for outbound direct investment with the Division of Development and Reform in the China (Shanghai) Pilot Free Trade Zone Lin-gang Special Area Administration and the Division of Finance and Trade Development in the China (Shanghai) Pilot Free Trade Zone Lin-gang Special Area Administration, and completion of foreign exchange registration with a qualified bank authorized by the Municipal Administration of Foreign Exchange in Shanghai (the “China Outbound Approvals”) and (ii) approval of the transactions contemplated by the Purchase Agreement by Longsys’ shareholders (the “Longsys Shareholder Approval”).

See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – ~~Subsequent Event.~~Divestiture of SMART Brazil.”

Acquisition of Stratus Technologies

On August 29, 2022, we completed the acquisition of Storm Private Holdings I Ltd., a Cayman Islands exempted company ~~(“Stratus Holding Company” and together~~(together with its subsidiaries, “Stratus Technologies”). Stratus Technologies, which operates as part of IPS, is a global leader in simplified, protected, and autonomous computing platforms and services in the data center and at the Edge. For more than 40 years, Stratus Technologies has provided high-availability, fault-tolerant computing to Fortune 500 companies and small-to-medium sized businesses enabling them to securely and remotely run critical applications with minimal downtime.


32

At the closing, weSGH paid a cash purchase price of $225 million, subject to certain adjustments. In addition, the seller ~~has~~had the right to receive, and ~~we will be~~SGH was obligated to pay, contingent consideration of up to $50 million (the ~~“Earnout”~~“Stratus Earnout”) based on the gross profit performance of the Stratus Technologies business during the first full 12 fiscal months of Stratus Technologies following the ~~closing. Pursuant to~~closing of the ~~terms~~acquisition. Throughout 2023, we adjusted the fair value of the Stratus ~~Purchase Agreement,~~Earnout by an aggregate of $29.0 million and, as of August 25, 2023, current liabilities included $50.0 million for the amount payable in connection with the Stratus Earnout. In the second quarter of 2024, we ~~had the option to settle the Earnout amount owed~~paid in full $50.0 million related to the ~~Seller, if any, in cash, ordinary shares of SGH, or a mix of cash and ordinary shares of SGH. On June 28, 2023, we provided notice to the Seller of our election to settle the Earnout in cash.~~ Stratus Earnout.

See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Business Acquisition – Stratus Technologies.”


27

Factors Affecting Our Operating Performance

~~COVID-19.~~ The outbreak of coronavirus disease 2019 (“COVID-19”) has resulted in substantial loss of life, economic disruption and government intervention worldwide. The COVID-19 pandemic has resulted in reduced sales volumes of certain of our product lines since early calendar 2020. COVID-19 also disrupted our product development, marketing and corporate development activities, and has more recently affected our supply chain. If these conditions continue, or if we have an outbreak in any of our facilities, sales volumes may be negatively impacted and we may, among other issues, experience, in any or all product lines, delays in product development, a decreased ability to support our customers, disruptions in sales and manufacturing activities and overall reduced productivity each of which could have a negative impact on our ability to meet customer commitments and on our revenue and profitability. The reduction of investment in new capacity due to the pandemic, coupled with strong demand to expand delivery and logistics, internet and cloud services, has resulted in significant supply shortages that may impact our ability to manufacture products for our customers and may result in rising prices of the materials we need to manufacture our products. We may not be able to pass on these rising costs to our customers which could result in a negative impact to our gross margins. Furthermore, if there is a significant outbreak or if travel restrictions or stay-at-home or work remote or from home conditions or other governmental or voluntary restrictions relating to the COVID-19 pandemic significantly impact our suppliers’ ability to manufacture or deliver raw materials or provide key components or services, we could experience more delays or reductions in our ability to manufacture and ship products to our customers. While certain segments of our customer base are experiencing strong demand, the pandemic may negatively impact the demand for other segments for our customer base or those customers’ ability to manufacture their products, which could reduce their demand for our products or services.

Macro-Economic Demand Factors. Our business segments each have their own unique set of demand factors. Demand in our Memory Solutions group is driven by end-market demand from OEMs for customer-specific solutions in vertical markets such as industrial, government, networking, high-performance compute and enterprise storage, as well as ~~from OEMs~~emerging demand for ~~memory modules used in desktop~~higher density and ~~notebook computers, smartphones, IoT and SSD products in Brazil. In addition, macro-economic factors specific to the Brazil economy affect this segment, given our sales and operations in that market.~~greater bandwidth solutions for AI deployments. Our IPS business is driven by demand for high compute solutions across AI and machine learning initiatives, as well as traditional workload optimization and efficiency applications. Finally, demand for our LED products is derived from targeted end-market applications, such as general high-power and mid-power lighting and specialty lighting, ~~such as~~including video and horticulture applications. We believe our diversified business segments may provide a natural hedge against downturns in any particular industry although broader macro-economic trends, such as the COVID-19 pandemic, can adversely affect all three segments concurrently.

Shifts in the Mix of Our Revenue. Shifts in the mix of revenue from our operating segments, which can vary significantly from period to period, can impact our business and operating results, including gross and operating margins. For example, our ~~Memory Solutions group, while not party to long-term fixed purchasing commitments, has nonetheless historically seen relatively stable demand and margins. By contrast, our~~ IPS group has shown solid growth, but is subject to ~~greater~~ variability in its sales and margin profile from period to period, as recognition of revenue is tied to customer decisions as to the completion of delivery and system go-live events and margin is driven by the extent to which higher margin software and managed services comprise IPS sales. Our resource commitments and planning for each segment are relatively fixed in the short term, and as such, variability in expected revenue mix will have direct implications for our operating income and margins.

Our Ability to Identify, Complete and Successfully Integrate Acquisitions. A substantial portion of our growth over the last several years has been driven by acquisitions, and we intend to continue to use corporate development as an engine for growth. Within our existing segments, we plan to pursue acquisitions to expand features and functionality, expand into adjacent businesses and grow our customer base and geographic footprint. From time to time, we may seek to expand our addressable market by entering new business segments where, as we did with our LED business and ~~our recently acquired~~ Stratus Technologies business, we identify a business opportunity at scale with a path to being accretive to our overall operations in the near term. If we are unable to identify and complete attractive acquisitions, we may not be successful in


33

growing our revenue and/or expanding our margins. Any acquisitions we do complete may require us to incur debt or raise capital through equity financings or may subject us to unforeseen liabilities or operational challenges that in turn impede our ability to realize the expected returns on our investment.

Disruptions in Our Supply Chain May Adversely Affect Our Businesses. We depend on third-party suppliers for key components of our products, such as commodity DRAM components from offshore foundries that we use in our specialty memory products and third-party wafers that we use in our memory and LED businesses. We have adopted this “Fab-Light” business model to reduce our capital expenditures and operating expenses, while affording greater flexibility in adapting to shifts in demand and other market trends. Our Fab-Light business model has contributed significantly to margin expansion in our overall business. However, our reliance on third-party manufacturers exposes us to risk of supply chain disruption and lost business. For example, the recent global semiconductor shortage has adversely affected our operating results. In addition, the recent high demand for, and limited supply of, AI components globally, can affect our sourcing of these components and affect timing of deployments. If such disruptions worsen or are prolonged, or if there is meaningful disruption in our supply arrangement with any of our third-party suppliers, our operating results and financial condition could be adversely affected.


28

Results of Operations


		Three Months Ended								Nine Months Ended
		May 26, 2023				May 27, 2022				May 26, 2023				May 27, 2022
	Three Months Ended																																	Three Months Ended																Six Months Ended
	March 1, 2024																										March 1, 2024								February 24, 2023									March 1, 2024									February 24, 2023
Net sales:	Net sales:
Memory Solutions
Memory Solutions
Memory Solutions	Memory Solutions	$	148,370	38.7	%	$	265,850	57.5	%	$	491,473	38.5	%	$	765,332	55.4	%	$	83,297			29.2		29.2		%			$	110,339			28.4			28.4	%		$	168,965			30.2				30.2		%			$	228,625			29.3			29.3	%
Intelligent Platform Solutions	Intelligent Platform Solutions	170,854		44.6	%	95,345		20.6	%	604,276		47.3	%	296,256		21.4	%	Intelligent Platform Solutions		141,405			49.6			49.6		%			222,451			57.3			57.3	%			260,229				46.5				46.5	%				$	433,422		55.6			55.6	%
LED Solutions	LED Solutions	64,106		16.7	%	101,345		21.9	%	182,233		14.3	%	320,067		23.2	%	LED Solutions		60,119			21.1			21.1		%			55,587			14.3			14.3	%			129,874				23.2				23.2	%				$	118,127		15.1			15.1	%
Total net sales	Total net sales	383,330		100.0	%	462,540		100.0	%	1,277,982		100.0	%	1,381,655		100.0	%	Total net sales		284,821			100.0			100.0		%			388,377			100.0			100.0	%			559,068				100.0				100.0	%				$	780,174		100.0			100.0	%
Cost of sales	Cost of sales	284,687		74.3	%	348,077		75.3	%	950,548		74.4	%	1,032,278		74.7	%	Cost of sales		202,887			71.2			71.2		%			277,369			71.4			71.4	%			394,284				70.5				70.5	%				$	557,068		71.4			71.4	%
Gross profit	Gross profit	98,643		25.7	%	114,463		24.7	%	327,434		25.6	%	349,377		25.3	%	Gross profit		81,934			28.8			28.8		%			111,008			28.6			28.6	%			164,784				29.5				29.5	%				$	223,106		28.6			28.6	%

Operating expenses:	Operating expenses:
Operating expenses:
Operating expenses:
Research and development
Research and development
Research and development	Research and development	22,235		5.8	%	20,298		4.4	%	72,956		5.7	%	56,749		4.1	%	20,526				7.2		7.2		%			25,272				6.5			6.5	%		41,915				7.5				7.5		%			49,344				6.3			6.3	%
Selling, general and administrative	Selling, general and administrative	70,596		18.4	%	58,483		12.6	%	204,389		16.0	%	164,147		11.9	%	Selling, general and administrative		61,385			21.6			21.6		%			60,074			15.5			15.5	%			118,602				21.2				21.2	%				127,782			16.4			16.4	%
Impairment of goodwill	Impairment of goodwill	—		—	%	—		—	%	17,558		1.4	%	—		—	%	Impairment of goodwill		—			—			—		%			17,558			4.5			4.5	%			—				—				—	%				17,558			2.3			2.3	%
Change in fair value of contingent consideration	Change in fair value of contingent consideration	14,800		3.9	%	124		—	%	24,900		1.9	%	41,324		3.0	%	Change in fair value of contingent consideration		—			—			—		%			6,400			1.6			1.6	%			—				—				—	%				10,100			1.3			1.3	%
Other operating (income) expense	Other operating (income) expense	(186)		—	%	249		0.1	%	6,009		0.5	%	249		—	%	Other operating (income) expense		3,335			1.2			1.2		%			3,781			1.0			1.0	%			6,274				1.1				1.1	%				5,552			0.7			0.7	%
Total operating expenses	Total operating expenses	107,445		28.0	%	79,154		17.1	%	325,812		25.5	%	262,469		19.0	%	Total operating expenses		85,246			29.9			29.9		%			113,085			29.1			29.1	%			166,791				29.8				29.8	%				210,336			27.0			27.0	%
Operating income (loss)	Operating income (loss)	(8,802)		(2.3)	%	35,309		7.6	%	1,622		0.1	%	86,908		6.3	%	Operating income (loss)		(3,312)			(1.2)			(1.2)		%			(2,077)			(0.5)			(0.5)	%			(2,007)				(0.4)				(0.4)	%				12,770			1.6			1.6	%

Non-operating (income) expense:	Non-operating (income) expense:
Non-operating (income) expense:
Non-operating (income) expense:
Interest expense, net
Interest expense, net
Interest expense, net	Interest expense, net	8,059		2.1	%	5,110		1.1	%	24,102		1.9	%	14,678		1.1	%	7,249				2.5		2.5		%			9,430				2.4			2.4	%		16,808				3.0				3.0		%			17,924				2.3			2.3	%
Other non-operating (income) expense	Other non-operating (income) expense	514		0.1	%	550		0.1	%	13,183		1.0	%	3,570		0.3	%	Other non-operating (income) expense		248			0.1			0.1		%			13,307			3.4			3.4	%			(328)				(0.1)				(0.1)	%				11,945			1.5			1.5	%
Total non-operating (income) expense	Total non-operating (income) expense	8,573		2.2	%	5,660		1.2	%	37,285		2.9	%	18,248		1.3	%	Total non-operating (income) expense		7,497			2.6			2.6		%			22,737			5.9			5.9	%			16,480				2.9				2.9	%				29,869			3.8			3.8	%
Income (loss) before taxes	Income (loss) before taxes	(17,375)		(4.5)	%	29,649		6.4	%	(35,663)		(2.8)	%	68,660		5.0	%	Income (loss) before taxes		(10,809)			(3.8)			(3.8)		%			(24,814)			(6.4)			(6.4)	%			(18,487)				(3.3)				(3.3)	%				(17,099)			(2.2)			(2.2)	%

Income tax provision		6,702		1.7	%	5,154		1.1	%	9,876		0.8	%	20,495		1.5	%
Income tax provision (benefit)
Income tax provision (benefit)
Income tax provision (benefit)																				2,198					0.8		%			8,149						2.1	%		5,732							1.0		%			19,471							2.5	%
Net income (loss) from continuing operations																		Net income (loss) from continuing operations		(13,007)					(4.6)		%			(32,963)						(8.5)	%		(24,219)							(4.3)		%			(36,570)							(4.7)	%
Net income (loss) from discontinued operations																		Net income (loss) from discontinued operations		—					—		%			6,177						1.6	%		(8,148)							(1.5)		%			15,108							1.9	%
Net income (loss)	Net income (loss)	(24,077)		(6.3)	%	24,495		5.3	%	(45,539)		(3.6)	%	48,165		3.5	%	Net income (loss)		(13,007)			(4.6)			(4.6)		%			(26,786)			(6.9)			(6.9)	%			(32,367)				(5.8)				(5.8)	%				(21,462)			(2.8)			(2.8)	%
Net income attributable to noncontrolling interest	Net income attributable to noncontrolling interest	378		0.1	%	382		0.1	%	1,143		0.1	%	1,567		0.1	%	Net income attributable to noncontrolling interest		613			0.2			0.2		%			433			0.1			0.1	%			1,174				0.2				0.2	%				765			0.1			0.1	%
Net income (loss) attributable to SGH	Net income (loss) attributable to SGH	$	(24,455)	(6.4)	%	$	24,113	5.2	%	$	(46,682)	(3.7)	%	$	46,598	3.4	%	Net income (loss) attributable to SGH		$	(13,620)		(4.8)			(4.8)		%			$	(27,219)		(7.0)			(7.0)	%			$	(33,541)			(6.0)				(6.0)	%				$	(22,227)		(2.9)			(2.9)	%

Percentages represent percentage of total net sales. Summations of percentages may not compute precisely due to rounding.

Net Sales, Cost of Sales and Gross Profit

Net sales decreased by ~~$79.2~~$103.6 million, or ~~17.1%~~26.7%, in the ~~third~~second quarter of ~~2023~~2024 compared to the same period in the prior year, and by ~~$103.7~~$221.1 million, or ~~7.5%~~28.3%, for the first ~~nine~~six months of ~~2023~~2024 compared to the same period in the prior year. These decreases were primarily due to lower sales in both our IPS and Memory Solutions ~~and~~businesses, partially offset by higher LED Solutions ~~businesses, offset by strong performance from IPS.~~sales. IPS net sales ~~increased~~decreased by ~~$75.5~~$81.0 million, or ~~79.2%~~36.4%, and by ~~$308.0~~$173.2 million, or ~~104.0%~~40.0%, in the ~~third~~second quarter and first ~~nine~~six months of ~~2023~~2024 compared to the same periods in the prior year, respectively, primarily due to ~~higher sales in our Penguin Solutions business and from $46.0 million and $131.9 million, respectively, of revenue from our recent~~


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~~acquisition of Stratus Technologies.~~lower hardware sales. Memory Solutions sales decreased by ~~$117.5~~$27.0 million, or ~~44.2%~~24.5%, and by ~~$273.9~~$59.7 million, or ~~35.8%~~26.1%, in the ~~third~~second quarter and first ~~nine~~six months of ~~2023~~2024 compared to the same periods in the prior year, respectively, primarily due to lower sales volumes of ~~DRAM products, as well as lower sales volumes of mobile memory products in Brazil.~~Flash products. LED Solutions sales ~~decreased~~increased by ~~$37.2~~$4.5 million, or ~~36.7%~~8.2%, and by ~~$137.8~~$11.7 million, or ~~43.1%~~9.9%, in the ~~third~~second quarter and first ~~nine~~six months of ~~2023~~2024 compared to the same periods in the prior year, respectively, primarily due to ~~lower customer~~higher channel demand.

Cost of sales decreased by ~~$63.4~~$74.5 million, or ~~18.2%~~26.9%, in the ~~third~~second quarter of ~~2023,~~2024, compared to the same period in the prior year, and by ~~$81.7~~$162.8 million, or ~~7.9%~~29.2%, for the first ~~nine~~six months of ~~2023~~2024 compared to the same period in the prior year. ~~Memory Solutions~~IPS and ~~LED~~Memory Solutions segments had lower material cost from lower sales ~~which were offset by additional~~and lower other costs from ~~the operations of our recently-acquired Stratus Technologies business.~~initiatives that resulted in additional savings.

Gross margin increased to ~~25.7%~~28.8% in the ~~third~~second quarter of ~~2023~~2024 compared to ~~24.7%~~28.6% in the same period in ~~the prior year,~~2023, and ~~was relatively flat~~to 29.5% for the first ~~nine~~six months of ~~2023~~2024 compared to 28.6% in the same period in ~~2022,~~2023, primarily due to ~~lower sales and gross profits for our Memory Solutions and LED Solutions businesses, partially offset by strength~~favorable mix from higher service revenue in our IPS ~~business, which included higher margins of our recently-acquired Stratus Technologies~~ business.

~~Approximately 12% and 25% of our net sales in the first nine months of 2023 and 2022, respectively, were from our Brazil operations.~~


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Non-GAAP Measure of Segment Operating Income

Below is a table of our operating income, measured on a non-GAAP basis, which ~~our~~SGH management uses to supplement SGH’s financial results under GAAP to analyze its operations and make decisions as to future operational ~~plans. Our management~~plans and believes that this supplemental non-GAAP information is useful to investors in analyzing and assessing ~~our~~the Company’s past and future operating performance. These non-GAAP measures exclude certain items, such as share-based compensation ~~expense,~~expense; amortization of acquisition-related intangible assets (consisting of amortization of developed technology, customer relationships, trademarks/trade names and backlog acquired in connection with business combinations),; acquisition-related inventory ~~adjustments, acquisition-related expenses, restructure charges~~adjustments; diligence, acquisition and integration ~~expenses, impairment of goodwill,~~expense; restructure charges; changes in the fair value of contingent consideration ~~(gains) losses from changes in currency exchange rates, amortization of debt discount~~ and ~~other costs, gain (loss) on extinguishment of debt,~~ other infrequent or unusual ~~items and related tax effects and other tax adjustments.~~items. While amortization of acquisition-related intangible assets is excluded, the ~~revenues~~revenue from acquired companies is reflected in our non-GAAP measures and these intangible assets contribute to revenue generation. See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Segment and Other Information.”

Non-GAAP financial measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP, as they exclude important information about our financial results, as noted above. The presentation of these adjusted amounts varies from amounts presented in accordance with GAAP and therefore may not be comparable to amounts reported by other companies.


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		Three Months Ended				Nine Months Ended
		May 26, 2023		May 27, 2022		May 26, 2023		May 27, 2022
	Three Months Ended										Three Months Ended			Six Months Ended
	March 1, 2024									March 1, 2024		February 24, 2023	March 1, 2024		February 24, 2023
GAAP operating income (loss)	GAAP operating income (loss)	$	(8,802)	$	35,309	$	1,622	$	86,908
Share-based compensation expense	Share-based compensation expense	10,031		10,547		30,838		30,295
Amortization of acquisition-related intangibles	Amortization of acquisition-related intangibles	11,609		5,943		33,282		18,115
Flow-through of inventory step up	Flow-through of inventory step up	—		—		2,599		—
Cost of sales-related restructure	Cost of sales-related restructure	211		—		5,763		—
Acquisition and integration expenses		8,637		2,181		18,193		3,470
Diligence, acquisition and integration expense
Impairment of goodwill	Impairment of goodwill	—		—		17,558		—
Change in fair value of contingent consideration	Change in fair value of contingent consideration	14,800		124		24,900		41,324
Restructure charge	Restructure charge	(186)		249		6,009		249
Other	Other	—		(81)		1,800		496
Non-GAAP operating income	Non-GAAP operating income	$	36,300	$	54,272	$	142,564	$	180,857

Non-GAAP operating income (loss) by segment:	Non-GAAP operating income (loss) by segment:
Non-GAAP operating income (loss) by segment:
Non-GAAP operating income (loss) by segment:
Memory Solutions
Memory Solutions
Memory Solutions	Memory Solutions	$	11,284	$	30,094	$	46,859	$	99,260
Intelligent Platform Solutions	Intelligent Platform Solutions	25,798		10,790		97,942		32,672
LED Solutions	LED Solutions	(782)		13,388		(2,237)		48,925
Total non-GAAP operating income (loss) by segment	Total non-GAAP operating income (loss) by segment	$	36,300	$	54,272	$	142,564	$	180,857

Memory Solutions operating income decreased by ~~$18.8~~$14.4 million, or ~~62.5%~~70.5%, in the ~~third~~second quarter of ~~2023~~2024 compared to ~~the~~ same period in the prior year, and by ~~$52.4~~$26.2 million, or ~~52.8%~~66.5%, in the first ~~nine~~six months of ~~2023 compared to the same period in the prior year, primarily due to lower sales and gross profit.~~

IPS operating income increased by $15.0 million, or 139.1%, in the third quarter of 2023 compared to the same period in the prior year, and by $65.3 million, or 199.8%, in the first nine months of 2023 compared to the same period in the prior year, primarily due to higher sales and margins from our Penguin Solutions business and strong performance from our recently-acquired Stratus Technologies business, partially offset by higher operating expenses from the Stratus Technologies business and higher personnel-related expenses for increased headcount to support IPS’ revenue growth.

LED Solutions operating income decreased by $14.2 million, or 105.8%, in the third quarter of 2023 compared to the same period in the prior year, and by $51.2 million, or 104.6%, in the first nine months of 20232024 compared to the same period in the prior year, primarily due to lower sales and gross profit ~~from~~due to lower sales volumes of Flash products.

IPS operating income decreased by $14.4 million, or 39.2%, in the second quarter of 2024 compared to same period in the prior year, and by $29.4 million, or 42.3%, in the first six months of 2024 compared to the same period in the prior year, primarily due to lower sales from our Penguin Solutions business, partially offset by lower operating expenses mainly driven by personnel-related expenses due to lower headcount.

LED Solutions operating loss increased by $0.6 million, or 46.1%, in the second quarter of 2024 compared to the same period in the prior year, and decreased by $1.7 million, or 88.7% in the first six months of 2024 compared to the same period in the prior year, primarily due to changes in sales and gross profit resulting from channel demand.


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Operating and Non-operating (Income) Expense

Research and Development

Research and development expense ~~increased~~decreased by ~~$1.9~~$4.7 million, or ~~9.5%~~18.8%, in the ~~third~~second quarter of ~~2023~~2024 compared to the same period in the prior year, and by ~~$16.2~~$7.4 million, or ~~28.6%~~15.1%, for the first ~~nine~~six months of ~~2023~~2024 compared to the same period in the prior year, primarily due to expenses associated with our recently-acquired Stratus Technologies business and a decrease of $3.0 million and $10.9 million, respectively, in the Brazil financial credits, which are reflected as a reduction of research and development expenses. The first nine months of 2023 also had lower ~~personnel-related expenses.~~subcontract services mainly driven by Penguin Solutions.

Selling, General and Administrative

Selling, general and administrative expense increased by ~~$12.1~~$1.3 million, or ~~20.7%~~2.2%, in the ~~third~~second quarter of ~~2023 compared to the same period in the prior year, and by $40.2 million, or 24.5%, for the first nine months of 2023~~2024 compared to the same period in the prior year, primarily due to higher diligence expenses, ~~associated with our recently-acquired Stratus Technologies business~~partially offset by lower personnel-related expenses mainly driven by headcount reductions. Selling, general and administrative expenses decreased by $9.2 million, or 7.2%, for the first six months of 2024 compared to the same period in the prior year, primarily due to lower personnel-related expenses, mainly driven by headcount reductions, as well as ~~higher~~lower acquisition and integration expenses.


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Selling, general and administrative expense in the first six months of 2024 and 2023 included costs of $6.7 million and $9.6 million, respectively, associated with the diligence, acquisition and integration of executed and potential business combinations. We anticipate that these activities will continue into future quarters.

Impairment of Goodwill

During the second quarter of 2023, we initiated a plan pursuant to which we intend to wind down manufacturing and discontinue the sale of certain legacy products offered through our Penguin Edge business by approximately the end of calendar 2024. ~~In connection therewith~~We recorded impairment charges of $17.6 million and with the preparation of the financial statements included in our Quarterly Report for the fiscal quarter ended February 24, 2023, we assessed goodwill associated with our Penguin Edge business within our IPS segment and concluded it was partially impaired. As a result, we recorded an impairment charge of $17.6$1.5 million in the second ~~quarter~~and fourth quarters of 2023, ~~related~~respectively, to ~~our IPS segment. As of~~impair the ~~end of the third quarter of 2023, there was no further impairment~~carrying value of Penguin Edge goodwill. ~~However, we~~We currently anticipate that the remaining goodwill of the Penguin Edge reporting unit of ~~$17.6~~$16.1 million as of the end of the ~~third~~second quarter of ~~2023~~2024 may become further impaired in future periods. ~~See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Intangible Assets and Goodwill – Impairment of Penguin Edge Goodwill.”~~

Change in Fair Value of Contingent Consideration

Our ~~acquisitions~~acquisition of Stratus Technologies in the first quarter of 2023 ~~and our LED Business in the third quarter of 2021 each~~ included contingent consideration. We ~~estimate~~estimated the fair value of the contingent consideration as of the date of acquisition and subsequently ~~recognize~~recognized changes in the fair value in results of operations. ~~During~~In the ~~third~~second quarter and first ~~nine~~six months of 2023, we recorded charges of ~~$14.8~~$6.4 million and ~~$24.9~~$10.1 million, respectively, to adjust the fair value of the contingent ~~consideration from our acquisition~~consideration. As of August 25, 2023, current liabilities included $50.0 million for the amount payable for the Stratus ~~Technologies. During~~Earnout, which we paid in full in the ~~third~~second quarter ~~and first nine months~~ of ~~2022, we recorded charges of $0.1 million and $41.3 million, respectively, to adjust the fair value of the contingent consideration from our acquisition of the LED business.~~2024. See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Business Acquisition – Stratus Technologies.”

Other Operating (Income) Expense

Other operating expense in the first ~~nine~~six months of 2024 and 2023 included restructure charges of ~~$6.0~~$6.3 million and $5.6 million, respectively, primarily for employee severance costs and other benefits resulting from workforce reductions, the elimination of certain projects across our businesses and other costs associated with the wind down of our Penguin Edge business. We anticipate that these activities will continue into future quarters and anticipate recording additional restructure charges.

Interest Expense, Net

Net interest expense ~~increased~~decreased by ~~$2.9 million and $9.4~~$1.1 million in the ~~third quarter and~~ first ~~nine~~six months of ~~2023, respectively,~~2024 compared to the same ~~periods~~period in the prior year, primarily due to higher interest income resulting from higher cash balances, partially offset by higher interest expense from the Amended 2027 ~~TLA Credit Facility.~~TLA.

Other Non-operating (Income) Expense

Other non-operating (income) expense in the second quarter and first six months of 2023 consisted primarily of a $15.9 million loss on the extinguishment of debt, partially offset, in the first six months of 2023, by $3.0 million gain on disposition of assets. See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – ~~Debt.”~~

Other Non-operating (Income) ~~Expense~~

Other non-operating (income) expense in the first nine months of 2023 included losses of $15.9 million from the extinguishment of debt, partially offset by net gains of $3.1 million from the disposition of assets. In the second quarter of 2023, we recognized a loss in connection with the extinguishment of $150.0 million of our 2026 Notes. In addition, the first nine months of 2023 included net foreign currency losses of $1.1 million compared to $3.5 million from the same period in the prior year. SeeExpense” and “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Debt – Convertible Senior Notes – Convertible Senior Notes ~~Exchange” and “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Other Non-operating (Income) Expense.~~Exchange.”


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Income Tax Provision (Benefit)

Income tax provision ~~for~~in the ~~third~~second quarter and in the first six months of ~~2023 increased~~2024 decreased by ~~$1.5~~$6.0 million and by $13.7 million, respectively, as compared to the same ~~period~~periods in the prior year, primarily due to ~~an increase~~a decrease in profit before tax in jurisdictions subject to income tax.

Our effective tax rate was (20.3)% and (31.0)% in the second quarter and first six months of 2024, respectively, and differed from the U.S. ~~profits. Income~~statutory rate primarily due to losses generated in a jurisdiction where no tax ~~provision for~~benefit can be recognized and to withholding taxes and state income taxes. Our effective tax rate was (32.8)% and (113.9)% in the second quarter and first ~~nine~~six months of 2023, ~~decreased by $10.6 million compared to~~respectively and differed from the ~~same period in the prior year,~~U.S. statutory rate primarily due to ~~current year~~ losses generated in ~~certain of our foreign operations, offset by increase in U.S. taxable profits.~~ a jurisdiction where no tax benefit can be recognized.

See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Income Taxes.”

Net Income (Loss) From Discontinued Operations

As discussed above, we have presented the results of SMART Brazil as discontinued operations in our consolidated statements of operations for all periods presented. As of August 25, 2023, SMART Brazil was classified as held for sale. Accordingly, in 2023 we evaluated the carrying value of the net assets of SMART Brazil (including $206.3 million recognized within shareholders’ equity related to the cumulative translation adjustment from SMART Brazil), estimated costs to sell and expected proceeds and concluded the net assets were impaired. As a result, we recognized an impairment charge of $153.0 million in 2023 to write down the carrying value of the net assets of SMART Brazil. In addition, we concluded that the outside basis of SMART Brazil inclusive of any withholding taxes should be recognized upon the classification as held for sale as of August 25, 2023. Accordingly, we recognized withholding taxes on the expected capital gain and deferred tax liabilities of $28.6 million in 2023. In the first quarter of 2024, we completed the divestiture, and in connection therewith, recognized an additional loss of $8.9 million.

See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Divestiture of SMART Brazil.”

Liquidity and Capital Resources

As of ~~May 26, 2023,~~March 1, 2024, we had cash, ~~and~~ cash equivalents and short-term investments of ~~$401.3~~$465.8 million, of which ~~$126.9~~$348.6 million was held by subsidiaries outside of the United States. Our principal uses of cash and capital resources have been acquisitions, debt service requirements, capital expenditures, research and development expenditures and working capital requirements. We expect that future capital


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expenditures will focus on expanding our research and development activities, manufacturing equipment upgrades, acquisitions and IT infrastructure and software upgrades. Cash and cash equivalents generally consist of funds held in demand deposit accounts, money market funds and time deposits. We do not ~~enter into~~acquire investments for trading or speculative purposes.

We expect that our existing cash and cash equivalents, borrowings available under our credit facilities and cash generated by operating activities will be sufficient to fund our operations for at least the next twelve months. We may from time to time seek additional equity or debt financing. Any future equity financing may be dilutive to our existing investors, and any future debt financing may include debt service requirements and financial and other restrictive covenants that may constrain our operations and growth strategies. In the event that we seek additional financing, we may not be able to raise such financing on terms acceptable to us or at all. If we are unable to raise additional capital or generate cash flows necessary to expand our operations and invest in continued product innovation, we may not be able to compete successfully, which would harm our business, operations and financial condition.

~~Credit Facility~~

~~On August 29, 2022, we amended~~We expect that our existing cash and cash equivalents, short-term investments, borrowings available under our credit ~~facility~~facilities and ~~borrowed~~cash generated by operating activities will be sufficient to fund our operations for at least the next twelve months.

Divestiture of SMART Brazil: On November 29, 2023, we completed the previously announced divestiture of SMART Brazil. In connection with the divestiture, we sold an ~~additional $300~~81% interest and retained a 19% interest in SMART Brazil. At the closing of the transaction, we received $143.0 million ~~which amount was added to our existing term loan. The incremental term loans are on~~in cash from the ~~same terms as the term loans incurred under the original credit agreement.~~sale (which includes gross proceeds of $164.5 million less withholding taxes of $21.5 million). In addition, we ~~amended certain covenants under~~have the ~~amended credit agreement. In~~right to receive a deferred payment of $28.4 million eighteen months following the first quarter of 2023, we applied a portion of the proceeds of the incremental term loans to (i) finance a portion of the purchase price of the acquisition of Stratus Technologies and (ii) pay in full the $101.8 million outstanding under the LED Earnout Note.closing. See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – ~~Debt – Credit Facility.~~Divestiture of SMART Brazil.”

~~Convertible Senior Notes~~

On January 18, 2023, we entered into separate, privately negotiated exchange agreements with a limited number of holders of our 2026 Notes to exchange $150.0 million principal amount of our 2026 Notes for (i) $150.0 million in aggregate principal amount of new 2.00% Convertible Senior Notes due 2029 and (ii) an aggregate of approximately $15.6 million in cash, with such cash payment representing the premium paid for the 2026 Notes in excess of par value and accrued and unpaid interest on the 2026 Notes. See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Debt – Convertible Senior Notes – Convertible Notes Exchange.”

On August 26, 2022, we irrevocably elected (i) to eliminate our option to elect Physical Settlement (as defined in the 2026 Indenture) on any conversion of our 2026 Notes that occurs on or after August 27, 2022 and (ii) with respect to any Combination Settlement (as defined in the 2026 Indenture) for a conversion of the 2026 Notes, the Specified Dollar Amount (as defined in the 2026 Indenture) that will be settled in cash per $1,000 principal amount of the 2026 Notes shall be no lower than $1,000. As a result of our election, upon any conversion of the 2026 Notes, we will be required to pay cash in an amount at least equal to the principal portion while continuing to have the option to settle any amount in excess of the principal portion in cash and/or ordinary shares. See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Debt – Convertible Senior Notes – 2026 Notes.”

~~Acquisition of~~ Stratus Technologies

Earnout:On August 29, 2022, we completed ~~our previously announced~~the acquisition of Stratus Technologies. At the closing of the transaction (including in connection with the completion of the review of the working capital assets acquired and liabilities assumed), we paid the ~~seller~~Stratus Seller a cash purchase price of ~~$225 million, subject to certain adjustments.~~$242.2 million. In addition, the ~~seller has~~Stratus Seller had the


32

right to receive ~~and we will be obligated to pay,~~ contingent consideration of up to ~~$50~~$50.0 million, based on the gross profit performance of Stratus Technologies during the first full 12 fiscal months following the closing. ~~Pursuant~~In the second quarter of 2024, we paid in full $50.0 million related to the ~~terms of the~~ Stratus Purchase Agreement, we had the option to settle the Earnout amount owed to the Seller, if any, in cash, ordinary shares of SGH, or a mix of cash and ordinary shares of SGH. On June 28, 2023, we provided notice to the Seller of our election to settle the Earnout in cash. See “Item 1. Financial Statements – Notes to Consolidated Financial Statements – Business Acquisition – Stratus Technologies.”Earnout.


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Cash Flows

Nine Months Ended
May 26,
2023 May 27,
2022
Net cash provided by operating activities $ 67,588 $ 84,025
Net cash used for investing activities (249,822) (30,044)
Net cash provided by financing activities 217,714 108,210
Effect of changes in currency exchange rates 2,730 2,149
Net increase in cash and cash equivalents $ 38,210 $ 164,340


	Six Months Ended
	March 1, 2024		February 24, 2023
Net cash provided by (used for) operating activities from continuing operations	$	37,796	$	(6,954)
Net cash used for investing activities from continuing operations	(8,146)		(232,524)
Net cash provided by (used for) financing activities from continuing operations	(86,302)		222,472
Net increase (decrease) in cash and cash equivalents from discontinued operations	90,097		28,908
Effect of changes in currency exchange rates	(1,180)		1,917
Net increase (decrease) in cash and cash equivalents	$	32,265	$	13,819

Operating Activities: Cash flows from operating activities reflects net income, adjusted for certain non-cash items, including depreciation and amortization expense, share-based compensation, adjustments for changes in the fair value of contingent consideration, gains and losses from investing or financing activities, and from the effects of changes in operating assets and liabilities.

Net cash provided by operating activities from continuing operations in the first ~~nine~~six months of ~~2023~~2024 resulted primarily from net loss of ~~$45.5~~$24.2 million, adjusted for non-cash items of ~~$156.5~~$59.4 million. Operating cash flows were ~~adversely~~favorably affected by a ~~$43.4~~$2.6 million net change in our operating assets and liabilities primarily from the effects of a decrease of ~~$278.9~~$49.5 million in accounts receivable, partially offset by the payment of $29.0 million of contingent consideration related to our 2023 acquisition of Stratus Technologies and an increase of $21.1 million in other current assets. The decrease in accounts receivable was primarily due to lower gross sales in our IPS and Memory Solutions segments.

Net cash used for operating activities from continuing operations in the first six months of 2023 resulted primarily from net loss of $36.6 million, adjusted for non-cash items of $105.7 million. Operating cash flows were adversely affected by a $76.1 million net change in our operating assets and liabilities primarily from the effects of decreases of $174.7 million in accounts payable and accrued expenses and other liabilities and the payment of $73.7 million of contingent consideration related to our 2021 acquisition of the LED business, partially offset by the effect of ~~decreases~~a decrease of ~~$194.5~~$172.0 million in accounts ~~receivable and $104.6 million in inventories.~~receivable. The decreases in accounts payable and accrued expenses and other liabilities and in accounts receivable were primarily due to ~~the~~ timing of payments and receipts. ~~The decrease in inventories was primarily due to lower sales in our Memory Solutions segment.~~

Net cash provided by operating activities in the first nine months of 2022 resulted primarily from net income of $48.2 million, adjusted for non-cash items of $128.8 million. Operating cash flows were adversely affected by a $93.0 million net change in our operating assets and liabilities primarily from the effects of an increase of $41.5 million in accounts receivable and a decrease of $54.2 million in accounts payable and accrued expenses and other liabilities. The increase in accounts receivable was primarily due to higher gross sales in our Memory Solutions and IPS segments, and the decrease in accounts payable and accrued expenses and other liabilities was primarily due to the lower inventories primarily in the same segments.

Investing Activities: Net cash used for investing activities from continuing operations in the first ~~nine~~six months of 2024 consisted primarily of $9.9 million for capital expenditures and deposits on equipment.

Net cash used for investing activities from continuing operations in the first six months of 2023 consisted primarily of $213.1 million for the acquisition of Stratus Technologies and ~~$37.5~~$19.7 million for ~~purchases of property~~capital expenditures and deposits on equipment. ~~Net cash used for investing activities in the first nine months of 2022 consisted primarily of purchases of property and equipment and deposits.~~

Financing Activities: Net cash used for financing activities from continuing operations in the first six months of 2024 consisted primarily of $51.6 million in repayments of debt, $21.0 million for payment of contingent consideration related to our 2023 acquisition of Stratus Technologies and $15.9 million of payments to acquire our ordinary shares (including $13.9 million under our share repurchase program), partially offset by $4.2 million in proceeds from the issuance of ordinary shares from our equity plans.

Net cash provided by financing activities from continuing operations in the first ~~nine~~six months of 2023 consisted primarily of $295.3 million in net proceeds from the issuance of a term loan and ~~$8.4~~$4.3 million in proceeds from the issuance of ordinary shares, ~~from our equity plans,~~ partially offset by a $28.1 million for payment of contingent consideration related to our 2021 acquisition of the LED business, ~~$17.1 million in repayments of debt, $16.9~~$16.2 million of payments to acquire our ordinary shares (including $13.8 million under our share repurchase program and convertible note exchange), $14.1 million for payment of premium in connection with our convertible note exchange, $7.2 million in principal repayment of the LED Purchase Price Note and $4.3 million net cash paid for settlement and purchase of privately-negotiated capped call transactions (“Capped Calls. Net cash provided by financing activities in the first nine months of 2022 consisted primarily of $270.8 million in net proceeds from the issuance of a term loan and $11.8 million in proceeds from the issuance of ordinary shares, partially offset by $125.0 million in principal repayment of the LED Purchase Price Note, $25.0 million in net repayments of borrowings under our line of credit and $16.8 million of payments to acquire our ordinary shares.Calls”).


33

Critical Accounting Estimates

The preparation of these financial statements and related disclosures in conformity with ~~accounting principles generally accepted in the United States of America~~U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Estimates and judgments are based on historical experience, forecasted events and various other assumptions that we believe to be reasonable under the circumstances. We evaluate our estimates and judgments on an ongoing ~~basis.~~


39

basis; however, actual results could differ from those estimates. Our management believes our critical accounting estimates require management’s most difficult, subjective or complex judgments and are critical in the portrayal of our financial condition and results of operations. Our discussion of critical accounting estimates is intended to supplement our summary of significant accounting policies so that readers will have greater insight into the uncertainties involved in applying our critical accounting policies and estimates.

For a ~~discussion~~summary of our critical accounting estimates, see “PART II – Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates” of our Annual Report on Form 10-K for the fiscal year ended August ~~26, 2022.~~25, 2023. There have been no material changes to our critical accounting estimates from those described in our Annual Report on Form 10-K for the fiscal year ended August ~~26, 2022.~~25, 2023.

For a summary of our significant accounting policies, see “PART I. Financial Information – Item 1. Financial Statements – Notes to Consolidated Financial Statements – Significant Accounting Policies” of this Quarterly Report and “PART II – Item 8. Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Significant Accounting Policies” of our Annual Report on Form 10-K for the fiscal year ended August 25, 2023. There have been no material changes to our significant accounting policies from those described in our Annual Report on Form 10-K for the fiscal year ended August 25, 2023.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

Foreign Exchange Risk

We are subject to inherent risks attributed to operating in a global economy. Our international sales and our operations in foreign countries subject us to risks associated with fluctuating currency values and exchange rates. Because a significant portion of our sales are denominated in U.S. dollars, increases in the value of the U.S. dollar could increase the price of our products so that they become relatively more expensive to customers in a particular country, possibly leading to a reduction in sales and profitability in that country. In addition, we have certain costs that are denominated in foreign currencies and decreases in the value of the U.S. dollar could result in increases in such costs, which could have a material adverse effect on our results of operations.

As a result of our international operations, we generate a portion of our net sales and incur a portion of our expenses in currencies other than the U.S. dollar, ~~particularly~~such as the ~~Brazilian real.~~Japanese Yen, Malaysian Ringgit and Chinese Renminbi. We present our consolidated financial statements in U.S. dollars and ~~we translate the~~remeasure certain assets ~~liabilities, net sales~~ and ~~expenses of a substantial portion~~liabilities of our foreign operations into U.S. dollars at applicable exchange rates. Consequently, increases or decreases in the value of the U.S. dollar may affect the value of these items with respect to our non-U.S. dollar businesses in our consolidated financial statements, even if their value has not changed in their local currency. Our customer pricing and material cost of sales are generally based on U.S. dollars. Accordingly, the impact of currency fluctuations to our consolidated statements of operations is primarily to our other costs of sales (i.e., non-material components) and our operating expenses as those items are typically denominated in local currency. Our consolidated statements of operations are also impacted by foreign currency gains and losses arising from transactions denominated in a currency other than the ~~functional currency of the respective subsidiary.~~U.S. dollar. These translations could significantly affect the comparability of our results between financial periods or result in significant changes to the carrying value of our assets, liabilities and equity. As a result, changes in foreign currency exchange rates impact our reported results.

Approximately 12% and 25% of our net sales in the first nine months of 2023 and 2022, respectively, originated in Brazilian real. We utilize foreign exchange forward contracts to mitigate foreign currency exchange rate risk associated with foreign currency-denominated liabilities in Brazil, primarily third party payables. We do not use foreign currency contracts for speculative or trading purposes.

Based on our monetary assets and liabilities denominated in foreign currencies as of ~~May 26, 2023~~March 1, 2024 and August ~~26, 2022,~~25, 2023, we estimate that a 10% adverse change in exchange rates versus the U.S. dollar would result in losses recorded in non-operating ~~(income)~~ expense of ~~$10.7~~$3.1 million and ~~$5.8~~$1.6 million, respectively, to revalue these assets and liabilities.

Interest Rate Risk

We are subject to interest rate risk in connection with our variable-rate debt. As of ~~May 26, 2023,~~March 1, 2024, we had ~~$558.9~~$500.0 million ~~principal amount~~ outstanding under the Amended 2027 TLA. In addition, our Amended Credit Agreement provides for borrowings of up to $250.0 million under the 2027 Revolver. Assuming that we would satisfy the financial covenants required to borrow and


34

that the amounts available under the 2027 Revolver were fully drawn, a 1.0% increase in interest rates would result in an increase in annual interest expense, and a decrease in our cash flows, of ~~$8.1~~$7.5 million per year.

We had cash, cash equivalents and short-term investments of $465.8 million as of March 1, 2024. We maintain our cash and cash equivalents in deposit accounts, money market funds with various financial institutions and in short-duration fixed income securities. Due to the short-term nature of these instruments, we believe that we do not have any material exposure to changes in the fair value of these investments as a result of changes in interest rates. Increases or decreases in interest rates would be expected to augment or reduce future interest income by an insignificant amount.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based upon that evaluation, our management, including our principal executive officer and principal financial officer, concluded that our disclosure controls and procedures were effective as of ~~November 25, 2022~~March 1, 2024 to ~~ensure~~provide reasonable assurance that the information required to be disclosed by us in the reports that we file or submits under the Exchange Act


40

is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Changes in Internal Control Over Financial Reporting

During the ~~third~~second quarter of fiscal ~~2023,~~2024, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


4135

PART II. Other Information

Item 1. Legal Proceedings

For a discussion of legal proceedings, see ~~“Item 1A. Risk Factors” and~~ “PART I. Financial Information – Item 1. Financial Statements – Notes to Consolidated Financial Statements – Commitments and ~~Contingencies.~~Contingencies” and “Item 1A. Risk Factors.”

Item 1A. Risk Factors

There have been no material changes to the risks described in “PART I – Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended August ~~26, 2022, as updated in “PART II – Other Information – Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the fiscal quarter ended February 24,~~25, 2023. You should carefully consider the risks and uncertainties and the other information in ~~these reports~~our Annual Report and in this Quarterly Report, including “PART I. Financial Information – Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes. Our business, financial condition or results of operations could be materially and adversely affected if any of these risks occurs and, as a result, the market price of our ordinary shares could decline and you could lose all or part of your investment.

This Quarterly Report also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements” for additional information. Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including the risks facing our ~~company~~Company described in our Annual Report on Form 10-K for the fiscal year ended August ~~26, 2022, our Quarterly Report on Form 10-Q for the fiscal quarter ended February 24, 2023 and this Quarterly Report.~~25, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

On April 5, 2022, we announced that our Board of Directors approved a $75 million share repurchase authorization, under which we may repurchase our outstanding ordinary shares from time to time through open market purchases, privately-negotiated transactions or otherwise. The share repurchase authorization has no expiration date but may be suspended or terminated by our Board of Directors at any time. On January 8, 2024, the Audit Committee of the Board of Directors approved an additional $75 million share repurchase authorization. As of ~~May 26, 2023,~~March 1, 2024, the remaining aggregate dollar value of shares that may be repurchased under these authorizations was ~~$16.6~~$77.7 million. ~~No shares were repurchased~~

The following table sets forth information relating to repurchases of our equity securities during the ~~third quarter of 2023.~~three months ended March 1, 2024:


Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs	Approximate dollar value of shares that may yet be purchased under the plans or programs
December 2, 2023 – December 29, 2023	80,718	$	17.36	80,718	$	3,148,000
December 30, 2023 – January 26, 2024	25,280	$	17.80	25,280	$	77,698,000
January 27, 2024 – March 1, 2024	—	$	—	—	$	77,698,000
	105,998	$	17.47	105,998

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.


4236

Item 5. Other Information

~~None.~~During the fiscal quarter ended March 1, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).

Item 6. Exhibits

INDEX TO EXHIBITS

Incorporated by Reference

Exhibit
No.

Description

Filed
Herewith

Form

File No.

Exhibit

Filing
Date

Exhibit
No.

Description

Filed
Herewith

Form

File No.

Exhibit

Filing
Date

3.1

Second Amended and Restated Memorandum and Articles of Association of SMART Global Holdings, Inc.

10-Q

001-38102

3.1

04/07/2020

3.1

Second Amended and Restated Memorandum and Articles of Association of SMART Global Holdings, Inc.

10-Q

001-38102

3.1

04/07/2020

4.1

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act of 1934

10-K

001-38102

4.1

10/25/2021

4.1

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act of 1934

10-K

001-38102

4.1

10/25/2021

10.1*

31.1

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*

Certification of C hief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*

Certification of C hief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

31.2

32.1**

32.2**

101.INS

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.SCH

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.DEF

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.PRE

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

104

* The certifications attached as Exhibit 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the SEC


*			Constitutes a management contract or compensatory plan or arrangement.
**			The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, ~~or the Exchange Act,~~ whether made before or after the date of this Quarterly Report, ~~on Form 10-Q,~~ irrespective of any general incorporation language contained in such filing.


4337

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	SMART Global Holdings, Inc.
Date: ~~June 29, 2023~~April 9, 2024	By:	/s/ Mark Adams
		Mark Adams
		President and Chief Executive Officer
		(Principal Executive Officer)

Date: ~~June 29, 2023~~April 9, 2024	By:	/s/ Ken Rizvi
		Ken Rizvi
		Senior Vice President and Chief Financial Officer
		(Principal Financial and Accounting Officer)


4438


		Page

PART I. Financial Information

Item 1	Financial Statements	54
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3127
Item 3	Quantitative and Qualitative Disclosures About Market Risk	4034
Item 4	Controls and Procedures	4035

PART II. Other Information

Item 1	Legal Proceedings	4236
Item 1A	Risk Factors	4236
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	4236
Item 3	Defaults Upon Senior Securities	4236
Item 4	Mine Safety Disclosures	4236
Item 5	Other Information	4337
Item 6	Exhibits	4337

Signatures		4438


	Ending Balance as of August 26, 2022		Adoption of ASU 2020-06		Beginning Balance as of August 27, 2022
Long-term debt	$	591,389	$	32,183	$	623,572
Additional paid-in capital	448,112		(50,822)		397,290
Retained earnings	251,344		18,639		269,983


	Amount		Estimated useful life (in years)
Technology	$	82,000	5
Customer relationships	27,800		8
Trademarks/trade names	10,000		9
In-process research and development	3,900		N/A
	$	123,700


	Cumulative Translation Adjustment		Gains (Losses) on Derivative Instruments		Gains (Losses) on Investments		Total
As of August 26, 2022	$	(221,655)	$	—	$	—	$	(221,655)

Other comprehensive income (loss) before reclassifications	7,278		112		(8)		7,382
Reclassifications out of accumulated other comprehensive income	—		(112)		—		(112)
Other comprehensive income (loss)	7,278		—		(8)		7,270

As of May 26, 2023	$	(214,377)	$	—	$	(8)	$	(214,385)