Penguin Solutions (PENG) 10-Q 30 Jun 22 2022 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	May 27, 2022	Jun. 21, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	May 27, 2022
Document Transition Report	false
Entity File Number	001-38102
Entity Registrant Name	SMART GLOBAL HOLDINGS, INC.
Entity Incorporation, State or Country Code	E9
Entity Tax Identification Number	98-1013909
Entity Address, Address Line One	c/o Walkers Corporate Limited
Entity Address, Address Line Two	190 Elgin Avenue
Entity Address, City or Town	George Town, Grand Cayman
Entity Address, Country	KY
Entity Address, Postal Zip Code	KY1-9008
City Area Code	510
Local Phone Number	623-1231
Title of 12(b) Security	Ordinary shares, $0.03 par value per share
Trading Symbol	SGH
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		49,991,532
Entity Central Index Key	0001616533
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q3
Amendment Flag	false
Current Fiscal Year End Date	--08-26

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands		May 27, 2022	Aug. 27, 2021
Assets
Cash and cash equivalents		$ 387,326	$ 222,986
Accounts receivable, net	[1]	357,457	313,393
Inventories		365,258	363,601
Other current assets		57,525	50,838
Total current assets		1,167,566	950,818
Property and equipment, net		159,111	156,266
Operating lease right-of-use assets		43,524	40,869
Intangible assets, net		83,219	101,073
Goodwill		75,043	74,255
Other noncurrent assets		25,589	21,517
Total assets		1,554,052	1,344,798
Liabilities and Equity
Accounts payable and accrued expenses		448,012	484,107
Current debt		8,795	25,354
Other current liabilities		68,089	74,337
Total current liabilities		524,896	583,798
Long-term debt		485,026	340,484
Acquisition-related contingent consideration		101,824	60,500
Noncurrent operating lease liabilities		36,594	32,419
Other noncurrent liabilities		6,643	8,673
Total liabilities		1,154,983	1,025,874
Commitments and contingencies
SMART Global Holdings shareholders’ equity:
Ordinary shares, $0.03 par value; authorized 200,000 shares; 52,432 shares issued and 50,376 outstanding as of May 27, 2022; 50,138 shares issued and 48,736 outstanding as of August 27, 2021		1,573	1,504
Additional paid-in-capital		437,863	396,120
Retained earnings		231,385	184,787
Treasury shares, 2,056 and 1,402 shares held as of May 27, 2022 and August 27, 2021, respectively		(67,345)	(50,545)
Accumulated other comprehensive income (loss)		(210,874)	(221,615)
Total SGH shareholders’ equity		392,602	310,251
Noncontrolling interest in subsidiary		6,467	8,673
Total equity		399,069	318,924
Total liabilities and equity		$ 1,554,052	$ 1,344,798
[1]Receivables from related parties were de minimis and $14,057 as of May 27, 2022 and August 27, 2021, respectively.

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	May 27, 2022	Aug. 27, 2021
Statement of Financial Position [Abstract]
Ordinary shares, par value (in usd per share)	$ 0.03	$ 0.03
Ordinary shares, authorized (in shares)	200,000,000	200,000,000
Ordinary shares, issued (in shares)	52,432,000	50,138,000
Ordinary shares, outstanding (in shares)	50,376,000	48,736,000
Treasury shares (in shares)	2,056,000	1,402,000
Receivables from related parties	$ 14,057	$ 14,057

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	May 27, 2022	May 28, 2021	May 27, 2022		May 28, 2021
Income Statement [Abstract]
Net sales	$ 462,540	$ 437,728	$ 1,381,655	[1]	$ 1,033,433	[1]
Cost of sales	348,077	353,241	1,032,278		842,847
Gross profit	114,463	84,487	349,377		190,586
Operating expenses:
Research and development	20,298	16,718	56,749		32,534
Selling, general and administrative	58,732	48,475	164,396		118,195
Change in fair value of contingent consideration	124	16,400	41,324		16,400
Total operating expenses	79,154	81,593	262,469		167,129
Operating income	35,309	2,894	86,908		23,457
Non-operating (income) expense:
Interest expense, net	5,110	5,049	14,678		12,568
Other non-operating (income) expense	550	489	3,570		1,187
Total non-operating (income) expense	5,660	5,538	18,248		13,755
Income (loss) before taxes	29,649	(2,644)	68,660		9,702
Income tax provision	5,154	4,010	20,495		8,485
Net income (loss)	24,495	(6,654)	48,165		1,217
Net income attributable to noncontrolling interest	382	557	1,567		557
Net income (loss) attributable to SGH	$ 24,113	$ (7,211)	$ 46,598		$ 660
Earnings (loss) per share:
Basic (in usd per share)	$ 0.48	$ (0.15)	$ 0.94		$ 0.01
Diluted (in usd per share)	$ 0.44	$ (0.15)	$ 0.84		$ 0.01
Shares used in per share calculations:
Basic (in shares)	50,095	48,071	49,543		48,542
Diluted (in shares)	54,998	48,071	55,756		51,167
[1]Sales to related parties were de minimis in 2022 and were $20,103 and $53,251 in the three and nine months ended May 28, 2021, respectively.

Consolidated Statements of Op_2

Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	May 27, 2022	May 27, 2022
Income Statement [Abstract]
Sales to related parties	$ 20,103	$ 53,251

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	May 27, 2022	May 28, 2021	May 27, 2022	May 28, 2021
Statement of Comprehensive Income [Abstract]
Net income (loss)	$ 24,495	$ (6,654)	$ 48,165	$ 1,217
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	18,802	2,574	10,741	(3,017)
Comprehensive income (loss)	43,297	(4,080)	58,906	(1,800)
Comprehensive income attributable to noncontrolling interest	382	557	1,567	557
Comprehensive income (loss) attributable to SGH	$ 42,915	$ (4,637)	$ 57,339	$ (2,357)

Consolidated Statements of Shar

Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in-capital	Retained Earnings	Treasury Shares	Accumulated Other Comprehensive Income (Loss)	Total SGH Shareholders’ Equity	Non- controlling Interest in Subsidiary
Beginning balance (in shares) at Aug. 28, 2020		48,988
Beginning balance at Aug. 28, 2020	$ 282,102	$ 1,469	$ 347,431	$ 163,475	$ (2,032)	$ (228,241)	$ 282,102	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	2,027			2,027			2,027
Other comprehensive income (loss)	(16,525)					(16,525)	(16,525)
Shares issued under equity plans (in shares)		956
Shares issued under equity plans	3,106	$ 29	3,077				3,106
Repurchase of ordinary shares (in shares)		(139)
Repurchase of ordinary shares	(3,483)	$ (4)	4		(3,483)		(3,483)
Share-based compensation expense	11,088		11,088				11,088
Ending balance (in shares) at Nov. 27, 2020		49,805
Ending balance at Nov. 27, 2020	278,315	$ 1,494	361,600	165,502	(5,515)	(244,766)	278,315	0
Beginning balance (in shares) at Aug. 28, 2020		48,988
Beginning balance at Aug. 28, 2020	282,102	$ 1,469	347,431	163,475	(2,032)	(228,241)	282,102	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	1,217
Ending balance (in shares) at May. 28, 2021		49,872
Ending balance at May. 28, 2021	277,466	$ 1,496	385,391	164,135	(50,333)	(231,258)	269,431	8,035
Beginning balance (in shares) at Nov. 27, 2020		49,805
Beginning balance at Nov. 27, 2020	278,315	$ 1,494	361,600	165,502	(5,515)	(244,766)	278,315	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	5,844			5,844			5,844
Other comprehensive income (loss)	10,934					10,934	10,934
Shares issued under equity plans (in shares)		371
Shares issued under equity plans	2,545	$ 11	2,534				2,545
Repurchase of ordinary shares (in shares)		(1,104)
Repurchase of ordinary shares	(44,481)	$ (33)	33		(44,481)		(44,481)
Share-based compensation expense	5,398		5,398				5,398
Ending balance (in shares) at Feb. 26, 2021		49,072
Ending balance at Feb. 26, 2021	258,555	$ 1,472	369,565	171,346	(49,996)	(233,832)	258,555	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(6,654)			(7,211)			(7,211)	557
Other comprehensive income (loss)	2,574					2,574	2,574
Shares issued under equity plans (in shares)		806
Shares issued under equity plans	7,506	$ 24	7,482				7,506
Repurchase of ordinary shares (in shares)		(6)
Repurchase of ordinary shares	(337)				(337)		(337)
Share-based compensation expense	8,344		8,344				8,344
Acquisition of noncontrolling interest	7,478							7,478
Ending balance (in shares) at May. 28, 2021		49,872
Ending balance at May. 28, 2021	277,466	$ 1,496	385,391	164,135	(50,333)	(231,258)	269,431	8,035
Beginning balance (in shares) at Aug. 27, 2021		50,138
Beginning balance at Aug. 27, 2021	318,924	$ 1,504	396,120	184,787	(50,545)	(221,615)	310,251	8,673
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	20,698			20,027			20,027	671
Other comprehensive income (loss)	(19,440)					(19,440)	(19,440)
Shares issued under equity plans (in shares)		734
Shares issued under equity plans	5,029	$ 22	5,007				5,029
Repurchase of ordinary shares (in shares)		(51)
Repurchase of ordinary shares	(2,666)	$ (2)	2		(2,666)		(2,666)
Share-based compensation expense	9,739		9,739				9,739
Ending balance (in shares) at Nov. 26, 2021		50,821
Ending balance at Nov. 26, 2021	332,284	$ 1,524	410,868	204,814	(53,211)	(241,055)	322,940	9,344
Beginning balance (in shares) at Aug. 27, 2021		50,138
Beginning balance at Aug. 27, 2021	318,924	$ 1,504	396,120	184,787	(50,545)	(221,615)	310,251	8,673
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	48,165
Ending balance (in shares) at May. 27, 2022		52,432
Ending balance at May. 27, 2022	399,069	$ 1,573	437,863	231,385	(67,345)	(210,874)	392,602	6,467
Beginning balance (in shares) at Nov. 26, 2021		50,821
Beginning balance at Nov. 26, 2021	332,284	$ 1,524	410,868	204,814	(53,211)	(241,055)	322,940	9,344
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	2,972			2,458			2,458	514
Other comprehensive income (loss)	11,379					11,379	11,379
Shares issued under equity plans (in shares)		372
Shares issued under equity plans	2,431	$ 11	2,420				2,431
Repurchase of ordinary shares (in shares)		(4)
Repurchase of ordinary shares	(229)				(229)		(229)
Share-based compensation expense	9,848		9,848				9,848
Distribution to noncontrolling interest	(3,773)							(3,773)
Ending balance (in shares) at Feb. 25, 2022		51,189
Ending balance at Feb. 25, 2022	354,912	$ 1,535	423,136	207,272	(53,440)	(229,676)	348,827	6,085
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	24,495			24,113			24,113	382
Other comprehensive income (loss)	18,802					18,802	18,802
Shares issued under equity plans (in shares)		1,243
Shares issued under equity plans	4,389	$ 38	4,351				4,389
Repurchase of ordinary shares	(13,905)				(13,905)		(13,905)
Share-based compensation expense	10,376		10,376				10,376
Ending balance (in shares) at May. 27, 2022		52,432
Ending balance at May. 27, 2022	$ 399,069	$ 1,573	$ 437,863	$ 231,385	$ (67,345)	$ (210,874)	$ 392,602	$ 6,467

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	May 27, 2022	May 28, 2021
Cash flows from operating activities:
Net income (loss)	$ 48,165	$ 1,217
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense and amortization of intangible assets	48,461	32,468
Amortization of debt discount and issuance costs	7,476	6,503
Share-based compensation expense	30,295	24,867
Change in fair value of contingent consideration	41,324	16,400
Amortization of operating lease right-of-use assets	7,953	4,944
Other	1,294	488
Changes in operating assets and liabilities:
Accounts receivable	(41,490)	(15,455)
Inventories	(116)	(66,493)
Other assets	(5,884)	(14,163)
Accounts payable and accrued expenses	(46,969)	122,095
Operating lease liabilities	(7,205)	(4,460)
Deferred income taxes, net	721	(3,083)
Net cash provided by operating activities	84,025	105,328
Cash flows from investing activities:
Capital expenditures and deposits on equipment	(29,298)	(40,017)
Acquisition of business, net of cash acquired	0	(28,613)
Other	(746)	222
Net cash used for investing activities	(30,044)	(68,408)
Cash flows from financing activities:
Proceeds from debt	270,775	11,439
Proceeds from borrowing under line of credit	84,000	122,500
Proceeds from issuance of ordinary shares	11,849	13,157
Repayments of debt	(125,000)	0
Repayments of borrowings under line of credit	(109,000)	(97,500)
Payments to acquire ordinary shares	(16,800)	(48,301)
Distribution to noncontrolling interest	(3,773)	0
Other	(3,841)	0
Net cash provided by financing activities	108,210	1,295
Effect of changes in currency exchange rates on cash and cash equivalents	2,149	(34)
Net increase in cash and cash equivalents	164,340	38,181
Cash and cash equivalents at beginning of period	222,986	150,811
Cash and cash equivalents at end of period	$ 387,326	$ 188,992

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
	May 27, 2022
Accounting Policies [Abstract]
Significant Accounting Policies	Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include SGH and its consolidated subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America consistent in all material respects with those applied in our Annual Report on Form 10-K for the year ended August 27, 2021. 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 year ended August 27, 2021. Certain reclassifications have been made to prior period amounts to conform to current period presentation. Fiscal Year : Our fiscal year is the 52 or 53-week period ending on the last Friday in August. Fiscal 2022 and 2021 each contain 52 weeks. All period references are to our fiscal periods unless otherwise indicated. All financial information for our subsidiaries in Brazil is included in our consolidated financial statements on a one-month lag because their fiscal years end on July 31 of each year. Subsequent Event On June 28, 2022, SGH entered into a Share Purchase Agreement (the “Stratus Purchase Agreement”) with Storm Private Holdings I Ltd., a Cayman Islands exempted company (“Stratus Holding Company” and together with its subsidiaries, “Stratus Technologies”), and Storm Private Investments LP, a Cayman Islands exempted limited partnership (“Stratus Seller”). The transaction, which was approved by our Board of Directors, is expected to close by the end of calendar year 2022. Pursuant to the Stratus Purchase Agreement, among other matters, and subject to the satisfaction or waiver of the conditions set forth therein, Stratus Seller will sell to SGH, and SGH will purchase from Stratus Seller, all of Stratus Seller’s right, title and interest in and to the outstanding equity securities of Stratus Holding Company (the “Stratus Share Purchase”). Pursuant to the terms of, and subject to the conditions specified in, the Stratus Purchase Agreement, upon consummation of the Stratus Share Purchase (the “Closing”), (i) SGH will pay to Stratus Seller a cash purchase price of $225 million, subject to certain adjustments as set forth in the Stratus Purchase Agreement, and (ii) Stratus Seller will have the right to receive, and SGH will be obligated to pay, contingent consideration (if any) of up to $50 million (the “Earn-Out”) based on the gross profit performance of the Stratus Technologies business during the first full 12 fiscal months of Stratus Technologies following the Closing. The Earn-Out, if any, will be payable in cash, ordinary shares or a mix of cash and ordinary shares, at SGH’s election. The consummation of the Stratus Share Purchase is subject to certain customary conditions to Closing, including the expiration or termination of the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended. The consummation of the Stratus Share Purchase is not subject to a financing condition. 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. Recently Adopted Accounting Standards In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 and the adoption had no impact on our financial statements. In December 2019, the FASB issued ASU 2019-12 – Income Taxes: Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. We adopted ASU 2019-12 in the first quarter of 2022 on a prospective basis. The adoption of this ASU did not have a significant impact on our financial statements. In June 2016, the FASB issued ASU 2016-13 – Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments , which requires a financial asset (or a group of financial assets) measured on the basis of amortized cost to be presented at the net amount expected to be collected. This ASU requires that the income statement reflect the measurement of credit losses for newly recognized financial assets as well as the increases or decreases of expected credit losses that have taken place during the period. This ASU requires that credit losses of debt securities designated as available-for-sale be recorded through an allowance for credit losses and limits the credit loss to the amount by which fair value is below amortized cost. We adopted ASU 2016-13 in the first quarter of 2021 under the modified retrospective adoption method. The adoption of this ASU did not have a significant impact on our financial statements. Recently Issued Accounting Standards In August 2020, the FASB issued ASU 2020-06 – Debt – Debt with Conversion and Other Options and Derivatives and Hedging – Contracts 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. This 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 is effective for us in the first quarter of 2023 and permits the use of either the modified retrospective or fully retrospective method of transition. We are evaluating the effects of adoption of this ASU on our financial statements.

Business Acquisition

Business Acquisition	9 Months Ended
	May 27, 2022
Business Combinations [Abstract]
Business Acquisition	Business Acquisition LED Business On March 1, 2021, pursuant to the previously announced Asset Purchase Agreement, dated October 18, 2020, as amended by the Amendment to Asset Purchase Agreement, dated March 1, 2021 (as amended, the “CreeLED Purchase Agreement”), (i) we acquired the LED business of Cree, Inc., a corporation now known as Wolfspeed, Inc. (“Cree”), including (a) certain equipment, inventory, intellectual property rights, contracts and real estate comprising Cree’s LED products segment, (b) all of the issued and outstanding equity interests of Cree Huizhou Solid State Lighting Company Limited, a limited liability company organized under the laws of the People’s Republic of China and an indirect wholly owned subsidiary of Cree and (c) Cree’s 51% ownership interest in Cree Venture LED Company Limited (“Cree Joint Venture”), Cree’s joint venture with San’an Optoelectronics Co., Ltd. (“San’an”) and (ii) we assumed certain liabilities related to the LED business (collectively, (i) and (ii), the “LED Business”). In connection with the transaction, Cree retained certain assets used in and pre-closing liabilities associated with its LED products segment. Purchase Price : The purchase price for the LED Business consisted of (i) a payment of $50 million in cash, subject to customary adjustments, (ii) an unsecured promissory note issued to Cree by the Company in the amount of $125 million (“LED Purchase Price Note”), (iii) an earn-out payment of up to $125 million based on the revenue and gross profit performance of the LED Business in Cree’s first four full fiscal quarters following the closing (“Earnout Period”), with a minimum payment of $2.5 million, payable in the form of an unsecured promissory note to be issued by us (“Earnout Note”) and (iv) the assumption of certain liabilities. The LED Purchase Price Note bears interest at LIBOR plus 3.0% and is due on August 15, 2023. The Earnout Note began to bear interest as of March 28, 2022 at LIBOR plus 3.0% and is due on March 27, 2025. In the second quarter of 2022, we repaid the LED Purchase Price Note. See “Debt.” Contingent Consideration : The Earnout Note is accounted for as contingent consideration. The fair value of the Earnout Note was estimated as of the date of acquisition to be $28.1 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 . The Earnout Note is revalued each quarter and changes in valuation are reflected in results of operations. In the second half of 2021, we recorded charges of $32.4 million to adjust the value of the Earnout Note to its fair value as of August 27, 2021, and in 2022, through the end of the Earnout Period, we recorded additional aggregate charges of $41.3 million to adjust the value of the Earnout Note to its fair value as of May 27, 2022. The changes in fair value reflected new information about the probability and timing of meeting the conditions of the revenue and gross profit targets of the LED Business. Based on the revenue and gross profit performance of the LED Business in Cree’s first four full fiscal quarters following the closing, the final calculated value of the contingent consideration was $101.8 million and, subsequent to the end of the third quarter of 2022, we issued the Earnout Note to Cree for this amount. Unaudited Pro Forma Financial Information : The following unaudited pro forma financial information presents our combined results of operations as if the acquisition of the LED Business had occurred on August 31, 2019. The unaudited pro forma financial information is based on various adjustments and assumptions and is not necessarily indicative of what our results of operations actually would have been had the acquisition been completed as of August 31, 2019 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 achievable in connection with the acquisition, or the associated costs that may be necessary to achieve such revenues, synergies or cost savings. The unaudited pro forma financial information for the first nine months of 2021 combines our results of operations for the nine months ended May 28, 2021 (which includes the results of the LED Business from the March 1, 2021 acquisition date) and the results of operations of the LED Business for the six months ended December 27, 2020. Nine months ended May 28, Net sales $ 1,237,627 Net loss attributable to SGH (162,969) Earnings (loss) per share: Basic $ (3.36) Diluted $ (3.36) The unaudited pro forma financial information above reflects the following adjustments: • Incremental cost of sales related to the estimated fair value of inventories. • Incremental depreciation expense related to the estimated fair value of property and equipment. • Incremental amortization expense related to the estimated fair value of identifiable intangible assets. • Incremental interest expense related to the LED Purchase Price Note and the Earnout Note. • The impacts to income tax expense as a result of the pro forma adjustments.

Inventories

Inventories	9 Months Ended
	May 27, 2022
Inventory Disclosure [Abstract]
Inventories	Inventories As of May 27, August 27, Raw materials $ 179,649 $ 163,610 Work in process 65,547 92,901 Finished goods 120,062 107,090 $ 365,258 $ 363,601 As of May 27, 2022 and August 27, 2021, 8% and 11%, respectively, of total inventories were inventories owned and held under our logistics services.

Property and Equipment

Property and Equipment	9 Months Ended
	May 27, 2022
Property, Plant and Equipment [Abstract]
Property and Equipment	Property and Equipment As of May 27, August 27, Equipment $ 205,379 $ 182,493 Buildings and building improvements 59,642 53,502 Furniture, fixtures and software 38,044 32,114 Land 16,126 16,126 319,191 284,235 Accumulated depreciation (160,080) (127,969) $ 159,111 $ 156,266 Depreciation expense for property and equipment was $10.6 million and $30.3 million in the third quarter and first nine months of 2022, respectively, and $9.1 million and $19.5 million in the third quarter and first nine months of 2021, respectively.

Intangible Assets and Goodwill

Intangible Assets and Goodwill	9 Months Ended
	May 27, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets and Goodwill	Intangible Assets and Goodwill May 27, 2022 August 27, 2021 Gross Accumulated Amortization Gross Accumulated Amortization Intangible assets: Technology $ 61,614 $ (16,333) $ 61,307 $ (9,142) Customer relationships 57,500 (29,777) 57,500 (22,393) Trademarks/trade names 19,200 (8,985) 19,200 (6,628) Order backlog — — 3,800 (2,571) $ 138,314 $ (55,095) $ 141,807 $ (40,734) Goodwill by segment: Intelligent Platform Solutions $ 40,401 $ 40,401 Memory Solutions 34,642 33,854 $ 75,043 $ 74,255 In the first nine months of 2022 and 2021, we capitalized $1.1 million and $64.5 million, respectively, for intangible assets with weighted average useful lives of 17.5 years and 6.7 years, respectively. Amortization expense for intangible assets was $5.9 million and $18.2 million in the third quarter and first nine months of 2022, respectively, and $6.2 million and $13.0 million in the third quarter and first nine months of 2021, respectively. Amortization expense is expected to be $5.6 million for the remainder of 2022, $21.8 million in 2023, $17.8 million in 2024, $15.3 million in 2025, $8.5 million in 2026 and $14.1 million thereafter. Goodwill of our Memory Solutions segment increased by $0.8 million in the first nine months of 2022 and increased in all of 2021 by $0.3 million from translation adjustments.

Accounts Payable and Accrued Ex

Accounts Payable and Accrued Expenses	9 Months Ended
	May 27, 2022
Payables and Accruals [Abstract]
Accounts Payable and Accrued Expenses	Accounts Payable and Accrued Expenses As of May 27, August 27, Accounts payable (1) $ 384,251 $ 429,640 Salaries, wages and benefits 38,626 37,795 Income and other taxes 21,436 14,319 Other 3,699 2,353 $ 448,012 $ 484,107 (1) Includes accounts payable for property and equipment of $2.3 million and $3.1million as of May 27, 2022 and August 27, 2021, respectively.

Debt

Debt	9 Months Ended
	May 27, 2022
Debt Disclosure [Abstract]
Debt	Debt As of May 27, August 27, Credit Facility Term Loan $ 270,793 $ — Convertible Senior Notes 210,694 203,992 LED Purchase Price Note — 125,000 ABL Credit Agreement — 25,000 Other 12,334 11,846 493,821 365,838 Less current debt (8,795) (25,354) Long-term debt $ 485,026 $ 340,484 Credit Facility On February 7, 2022, we entered into a credit agreement (the "Credit Agreement") with a syndicate of banks that provides 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 amount of $250.0 million (the "2027 Revolver," and together with the 2027 TLA, the "Credit Facility"), in each case, maturing on February 7, 2027 (subject to certain earlier “springing maturity” dates upon certain conditions specified in the Credit Agreement). The Credit Agreement provides that up to $35.0 million of the 2027 Revolver is available for issuances of letters of credit. Issuance costs incurred in connection with the Credit Facility were $9.1 million and were allocated to the 2027 TLA and 2027 Revolver on a pro rata basis. Unamortized issuances costs allocated to the 2027 TLA are amortized using the effective interest method and are included as a reduction of the principal amount of the 2027 TLA within debt. Unamortized issuances costs allocated to the 2027 Revolver are amortized using the straight-line method and are included in other current and noncurrent assets. Principal payments under the 2027 TLA are due quarterly, beginning in May 2022, equal to 2.5% per annum of the initial aggregate principal amount, with such per annum percentage equal to 5.0%, 5.0%, 5.0% and 7.5% per annum in years two through five, respectively, with the balance due at maturity. Interest and fees : Loans under the Credit Agreement bear interest at a rate per annum equal to either, at our option, a term secured overnight financing rate ("SOFR") or a base rate, in each case plus an applicable margin. 2027 TLA : The applicable margin for 2027 TLA is 2.00% per annum with respect to term SOFR borrowings, and 1.00% per annum with respect to base rate borrowings. As of May 27, 2022, the interest rate applicable to the principal amount outstanding under the 2027 TLA was 2.89% per annum. As of May 27, 2022, there was $275.0 million of 2027 TLA principal amount outstanding and unamortized issuance costs were $4.2 million and, as of May 27, 2022, the 2027 TLA had an effective interest rate of 3.33%. 2027 Revolver : The applicable margin for revolving loans varies based on our Total Leverage Ratio (as defined in the Credit Agreement) and ranges from 1.25% to 3.00% per annum with respect to term SOFR borrowings and from 0.25% to 2.00% per annum with respect to base rate borrowings. In addition, we are required to pay a quarterly unused commitment fee at an initial rate of 0.25%, which may increase up to a rate of 0.35% based on certain Total Leverage Ratio levels specified in the Credit Agreement. As of May 27, 2022, there were no amounts outstanding under the 2027 Revolver and unamortized issuance costs were $4.3 million. Security : The Credit Agreement is jointly and severally guaranteed on a senior basis by certain subsidiaries of SGH organized in the United States and Cayman Islands. In addition, the Credit Agreement is secured by a pledge of the capital stock of, or equity interests in, certain subsidiaries of SGH organized in the United States and the Cayman Islands and by substantially all of the assets of certain subsidiaries of SGH organized in the United States and the Cayman Islands. Covenants : The Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability and the ability of our subsidiaries to: incur additional indebtedness; create liens on assets; engage in mergers or consolidations; sell assets; pay dividends; make distributions or repurchase capital stock; make investments, loans or advances; repay or repurchase certain subordinated debt (except as scheduled or at maturity); create restrictions on the payment of dividends or other amounts to us from our restricted subsidiaries; make certain acquisitions; engage in certain transactions with affiliates; amend material agreements governing our subordinated debt and fundamentally change our business. The Credit Agreement also includes the following financial maintenance covenants tested on the final day of each fiscal quarter: i. a First Lien Leverage Ratio (as defined in the Credit Agreement) of 3.00 to 1.00; ii. a Total Leverage Ratio of 5.00 to 1.00; provided, that commencing after the eighth full fiscal quarter after the Effective Date, such Total Leverage Ratio level will instead be 4.50 to 1.00; provided further, that commencing after the eighth full fiscal quarter after the Effective Date, in connection with any Material Acquisition (as defined in the Credit Agreement), at the election of the Borrowers, the maximum Total Leverage Ratio for the next four testing periods after such Material Acquisition has been consummated will be automatically increased by 0.50 to 1.00 above the otherwise permitted Total Leverage Ratio for the applicable fiscal quarter (not to exceed 5.00 to 1.00 in any event); provided further, that (x) no more than two such elections may be made during the term of the Credit Agreement and (y) following the first such election, no subsequent election may be made unless the Total Leverage Ratio has been less than or equal to 5.00 to 1.00 as of the last day of at least two consecutive Test Periods (as defined in the Credit Agreement) following the expiration of the first increase; and iii. an Interest Coverage Ratio (as defined in the Credit Agreement) of 3.00 to 1.00. For purposes of calculating the First Lien Leverage Ratio and the Total Leverage Ratio, the consolidated debt of the Company and its Restricted Subsidiaries (as defined in the Credit Agreement) is reduced by up to $100 million of the aggregate amount of unrestricted cash and Permitted Investments (as defined in the Credit Agreement) of the Company and its Restricted Subsidiaries. Other : Substantially simultaneously with entering into the Credit Agreement, we used a portion of the proceeds of the Credit Facility to pay in full all borrowings and terminated all commitments under (i) our ABL Credit Agreement, dated as of December 23, 2020, (ii) our Amended Credit Agreement, dated as of March 6, 2020 and (iii) the LED Purchase Price Note, dated as of March 1, 2021. In connection therewith, we used an aggregate of $160.4 million to pay principal and interest outstanding under these agreements and recorded charges of $0.7 million in other non-operating expense to write off certain unamortized issuance costs. Convertible Senior Notes In February 2020, we issued $250.0 million in aggregate principal amount of 2.25% convertible senior notes due 2026 (the “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 “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 Indenture. Conversion Rights : Holders of the 2026 Notes may convert them under the following circumstances: i. during any fiscal quarter commencing after the fiscal quarter ended on May 28, 2020 (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. on or after August 15, 2025 until the close of business on the second scheduled trading day immediately before the maturity date; iv. upon the occurrence of certain corporate events or distributions on our ordinary shares, as provided in the Indenture; or v. the 2026 Notes are called for redemption. Upon conversion, we will pay or deliver, as applicable, cash, ordinary shares or a combination of cash and ordinary shares at our election. Our intent is to settle in cash the principal amount of our convertible notes upon conversion and may, at our option, settle any excess of the conversion value over the principal amount in cash, ordinary shares or any combination thereof. If we receive a notice of conversion for our 2026 Notes, and we elect to settle in cash any portion of the conversion obligation, the cash settlement obligation becomes a derivative debt liability subject to mark-to-market accounting treatment based on the volume-weighted-average price of our ordinary shares over a period of 40 consecutive trading days, beginning two business days after the holder gives notice to convert. Accordingly, as of the date of our election to settle any part of a conversion in cash, we would reclassify all or a portion of the fair value of the equity component of the converted 2026 Notes from additional capital to derivative debt liability within current debt in our consolidated balance sheet. Other : Unamortized debt discount and issuance costs are amortized over the term of the 2026 Notes using the effective interest rate method. As of May 27, 2022, and August 27, 2021, the effective interest rate was 7.06%. Interest expense for the 2026 Notes consisted of 2.25% contractual stated interest and amortization of discount and issuance costs and included of the following: Three Months Ended Nine Months Ended May 27, May 28, May 27, May 28, Contractual stated interest $ 1,438 $ 1,438 $ 4,219 $ 4,219 Amortization of discount and issuance costs 2,242 2,088 6,702 6,247 $ 3,680 $ 3,526 $ 10,921 $ 10,466 As of both May 27, 2022 and August 27, 2021, the carrying amount of the equity components of the 2026 Notes, which is included in additional paid-in-capital, was $50.8 million.

Leases

Leases	9 Months Ended
	May 27, 2022
Leases [Abstract]
Leases	Leases As of May 27, 2022 and August 27, 2021, we had 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 inco me was not significant in the first nine months of 2022 or 2021. The components of operating lease expense were as follows: Three Months Ended Nine Months Ended May 27, May 28, May 27, May 28, Fixed lease cost $ 3,402 $ 2,856 $ 9,917 $ 6,310 Variable lease cost 370 409 1,192 969 Short-term lease cost 119 106 377 221 $ 3,891 $ 3,371 $ 11,486 $ 7,500 Cash flows used for operating activities for the first nine months of 2022 and 2021 included payments for operating leases of $7.3 million and $6.1 million, respectively. Noncash acquisitions of right-of-use assets were $10.6 million and $16.9 million for the first nine months of 2022 and 2021, respectively. As of May 27, 2022 and August 27, 2021, the weighted-average remaining lease term for our operating leases was 6.8 years and 6.1 years, respectively. Certain of our operating leases include one or more options to extend the lease term for periods from two Minimum payments of lease liabilities as of May 27, 2022 were as follows: Remainder of 2022 $ 3,099 2023 11,114 2024 8,833 2025 6,241 2026 5,011 2027 and thereafter 23,817 58,115 Less imputed interest (12,238) Present value of total lease liabilities $ 45,877 The table above excludes lease liabilities for leases that have been executed but not yet commenced. As of May 27, 2022, we had such lease commitments relating to operating lease payment obligations of $51.8 million for a building lease with a term of 16 years. We will recognize a right-of-use asset and an associated lease liability at the time such asset becomes available for our use. Such lease is currently expected to commence in the fourth quarter of 2022.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	May 27, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Contingencies From time to time, we are 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.

Equity

Equity	9 Months Ended
	May 27, 2022
Equity [Abstract]
Equity	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. Share Repurchase Authorization On April 4, 2022, our Board of Directors approved a $75 million share repurchase authorization, under which the Company may repurchase its 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. In the third quarter of 2022, we repurchased an aggregate of 448 thousand shares for $10.2 million under the repurchase authorization. As of May 27, 2022, these repurchased shares were held in treasury. Other Share Repurchases We repurchased 151 thousand and 206 thousand ordinary shares as payment of withholding taxes for $3.7 million and $6.6 million in the third quarter and first nine months of 2022, respectively, and 6 thousand and 148 thousand ordinary shares for $0.3 million and $4.0 million in the third quarter and first nine months of 2021, respectively. As of May 27, 2022, these repurchased shares were held in treasury. In addition, in January 2021, we repurchased an aggregate of 1.1 million ordinary shares for $44.3 million from Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., Silver Lake Sumeru Fund Cayman, L.P. and Silver Lake Technology Investors Sumeru Cayman, L.P. in a privately negotiated transaction. The transaction closed on January 15, 2021. As of May 27, 2022, these repurchased shares were held in treasury. Noncontrolling Interest in Subsidiary In connection with our acquisition of the LED Business, we have a 51% ownership interest in the Cree Joint Venture. The remaining 49% ownership interest is held by San’an. The Cree Joint Venture has a five-member board of directors, three of which are designated by us and two of which are designated by San’an. As a result of our majority voting interest, we consolidate the operations of the Cree Joint Venture and report its results of operations within our LED Solutions segment. The Cree Joint Venture has a manufacturing agreement pursuant to which San’an supplies it with mid-power LED products and we and the Cree Joint Venture have a sales agent agreement pursuant to which we are the independent sales representative of the Cree Joint Venture. The Cree Joint Venture produces and delivers to market high performing, mid-power lighting class LEDs in an exclusive arrangement serving the expanding markets of North and South America, Europe and Japan, and serves China markets and the rest of the world on a non-exclusive basis. The 49% ownership interest held by San’an is classified as noncontrolling interest. In the second quarter of 2022, the Cree Joint Venture distributed an aggregate of $7.7 million to its partners, including $3.9 million to SGH and $3.8 million to San’an. Noncontrolling interest increased by $0.4 million and $1.6 million in the third quarter and first nine months of 2022, respectively, for San’an’s share of net income from the Cree Joint Venture. Remaining cash and other assets of the Cree Joint Venture are generally not available for use by us in our other operations.

Government Incentives

Government Incentives	9 Months Ended
	May 27, 2022
Receivables [Abstract]
Government Incentives	Government Incentives Brazil Financial Credits Through our Brazil subsidiaries, we participate in two programs (“Brazil Incentive Programs”), pursuant to which the Brazilian government incentivizes the manufacture and sale of certain information technology and consumer electronics products within Brazil. The programs include 1) Lei da Informática – Processo Produtivo Básico Program (also known as Informatics Law – Basic Productive Process Program) (“IT Law/PPB”) and 2) Programa de Apoio ao Desenvolvimento Tecnológico da Indústria de Semicondutores (also known as Program of Support of the Development of the Semiconductor Industry) (“PADIS”). In January 2022, the Brazilian government approved an extension to PADIS. The financial credits available through PADIS are set to expire in December 2026, while the financial credits through IT Law/PPB are set to expire in December 2029. The Brazil Incentive Programs provide 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 semiconductors and IT solutions in aggregate amounts that exceed a specified percentage of our gross revenues recognized in connection with sales in Brazil, excluding exports and sales to customers located at the Manaus Free Trade Zone. Accordingly, financial credits earned in connection with the Brazil Incentive Programs are reflected as a reduction of research and development expense. Financial credits available under the Brazil Incentive Programs are subject to limitations, which range from approximately 11% to 14% of gross revenues recognized for sales in Brazil. Under PADIS, we recognized aggregate financial credits, reflected as a reduction of research and development expense, of $3.3 million and $15.2 million in the third quarter and first nine months of 2022, respectively, and $8.2 million and $22.2 million in the third quarter and first nine months of 2021, respectively. Financial credits earned under the Brazil Incentive Programs may be refunded in cash or used to offset liabilities for Brazil federal taxes. As of May 27, 2022 and August 27, 2021, earned under PADIS but unused financial credits of $19.5 million and $19.8 million, respectively, were included in other current assets. Financial credits earned under PADIS but unused as of May 27, 2022 can be utilized through November 2026.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	May 27, 2022
Fair Value Disclosures [Abstract]
Fair Value Measurements	Fair Value Measurements Cash and cash equivalents as of May 27, 2022 and August 27, 2021 included money market funds of $12.7 million and $2.7 million, respectively, which were valued based on Level 1 measurements using quoted prices in active markets for identical assets. Fair value measurements of other assets and liabilities were as follows: May 27, 2022 August 27, 2021 Fair Carrying Fair Carrying Assets: Derivative financial instrument assets $ 102 $ 102 $ 883 $ 883 Liabilities: Derivative financial instrument liabilities $ 22 $ 22 $ 50 $ 50 Credit Facility Term Loan 275,000 270,793 — — Convertible Senior Notes 333,125 210,694 335,668 203,992 LED Purchase Price Note — — 125,000 125,000 ABL Credit Agreement — — 25,000 25,000 Debt – other 11,353 12,334 10,702 11,846 Acquisition-related contingent consideration 101,824 101,824 60,500 60,500 The fair values of our derivative financial instruments, as measured on a recurring basis, were based on Level 2 measurements, including market-based observable inputs of currency exchange spot and forward rates, interest rates and credit-risk spreads. The fair value of our Convertible Senior Notes (excluding the value of the equity component of our convertible notes), as measured on a non-recurring basis, was determined based on Level 2 measurements, including the trading price of the convertible notes. The fair values of our Credit Facility Term Loan, LED Purchase Price Note, ABL Credit Agreement and other debt, as measured on a non-recurring basis, were 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. Acquisition-related contingent consideration relates to our acquisition of the LED Business and is included in noncurrent liabilities. The fair value as of August 27, 2021, as 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. Assumptions used in the determination of fair value also included estimates of future revenue and gross profit of

Derivative Instruments

Derivative Instruments	9 Months Ended
	May 27, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Instruments	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. In the third quarter and first nine months of 2022, we recognized net realized losses of $8.8 million and $4.2 million, respectively, and net unrealized gains of $3.3 million and net unrealized losses of $0.2 million, respectively, from changes in the fair value of non-designated forward contracts. In the third quarter and first nine months of 2021, we recognized net realized gains of $4.2 million and $3.5 million, respectively, and net unrealized losses of $5.6 million and $2.5 million, respectively, from changes in the fair value of non-designated forward contracts.

Equity Plans

Equity Plans	9 Months Ended
	May 27, 2022
Share-based Payment Arrangement [Abstract]
Equity Plans	Equity Plans As of May 27, 2022, 7.7 million of our ordinary shares were available for future awards under our equity plans. Restricted Share Awards and Restricted Share Units Awards (“Restricted Awards”) Aggregate Restricted Award activity was as follows: Three Months Ended Nine Months Ended May 27, May 28, May 27, May 28, Awards granted 935 3,079 1,581 4,513 Weighted average grant-date fair value per share $ 24.25 $ 19.97 $ 25.96 $ 17.65 Aggregate vesting-date fair value of shares vested $ 24,099 $ 7,281 $ 42,326 $ 18,689 Restricted Awards include grants with service, performance and/or market conditions with restrictions that generally lapse after a three In May 2020, we granted a performance-based restricted share award to our former CEO that had both service and performance conditions. As of August 28, 2020, we deemed it was probable that the service condition would be met and the attainment of the performance condition for this award was probable. On October 20, 2020, we modified this award, as well as another time-based award previously granted to our former CEO, to accelerate the remaining service-based vesting requirements such that they became fully vested as of the acceleration date. These modifications resulted in additional share-based compensation expense in the first quarter of 2021 of $5.8 million. As of May 27, 2022, total unrecognized compensation costs for unvested Restricted Awards was $99.2 million, which was expected to be recognized over a weighted average period of 2.76 years. Share Options Share option activity and assumptions were as follows: Nine Months Ended May 28, Share options granted 500 Weighted average grant-date fair value per share $ 6.65 Average expected term in years 6.25 Weighted-average expected volatility 52.07 % Weighted-average risk-free interest rate 0.49 % Expected dividend yield — As of May 27, 2022, total unrecognized compensation costs for unvested options was $3.6 million, which was expected to be recognized over a weighted average period of 1.88 years. Employee Share Purchase Plan Under our employee share purchase plan (“ESPP”), employees purchased 307 thousand ordinary shares for $6.5 million in the first nine months of 2022 and 353 thousand ordinary shares for $3.6 million in the first nine months of 2021. Share-Based Compensation Expense Three Months Ended Nine Months Ended May 27, May 28, May 27, May 28, Share-based compensation expense by caption: Cost of sales $ 1,724 $ 1,166 $ 5,103 $ 2,807 Research and development 1,679 1,468 4,778 3,055 Selling, general and administrative 7,144 5,747 20,414 19,005 $ 10,547 $ 8,381 $ 30,295 $ 24,867 Income tax benefits related to the tax deductions for share-based awards are recognized only upon the settlement of the related share-based awards. Consistent with our treatment of income or loss from our U.S. operations, our income tax provision in 2022 and 2021 reflects de minimis income tax benefits for share-based compensation expense.

Revenue and Customer Contract B

Revenue and Customer Contract Balances	9 Months Ended
	May 27, 2022
Revenue from Contract with Customer [Abstract]
Revenue and Customer Contract Balances	Revenue and Customer Contract Balances We disaggregate revenue by segment and geography and by product and service revenue. See “Segment and Other Information.” Net Sales and Gross Billings Net sales by products and services and gross amounts billed for services, including logistics services in which we act as an agent for our customers, were as follows: Three Months Ended Nine Months Ended May 27, May 28, May 27, May 28, Net sales: Products and professional services $ 440,012 $ 428,882 $ 1,330,473 $ 1,011,079 Logistics services 22,528 8,846 51,182 22,354 $ 462,540 $ 437,728 $ 1,381,655 $ 1,033,433 Gross billings in connection with logistics services: Logistics services $ 22,528 $ 8,846 $ 51,182 $ 22,354 Cost of materials (1) 574,034 205,530 1,250,024 481,163 $ 596,562 $ 214,376 $ 1,301,206 $ 503,517 (1) Included in gross billings in connection with services are amounts billed to customers for the cost of materials procured in an agent capacity in connection with our logistics services business, which 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. Customer Contract Balances As of May 27, August 27, Contract assets (1) $ 459 $ 4,247 Contract liabilities: (2) Deferred revenue $ 19,288 $ 19,271 Customer advances 13,584 15,835 $ 32,872 $ 35,106 (1) Contract assets are included in other current assets. (2) Contract liabilities are included in other current liabilities 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. Deferred revenue related to amounts received from customers in advance of satisfying performance obligations. As of May 27, 2022, we expect to recognize revenue of $16.1 million of the balance of $19.3 million in the next 12 months and the remaining amount thereafter. In the first nine months of 2022, we recognized revenue of $12.9 million from satisfying performance obligations related to amounts included in deferred revenue as of August 27, 2021. Customer advances represent amounts received from customers for advance payments to secure product and services within the next 12 months. In the first nine months of 2022, we recognized revenue of $5.2 million from satisfying performance obligations related to amounts included in customer advances as of August 27, 2021. As of May 27, 2022 and August 27, 2021, other current liabilities included $19.2 million and $24.9 million, respectively, for estimates of consideration payable to customers, including estimates for pricing adjustments and returns.

Other Non-operating (Income) Ex

Other Non-operating (Income) Expense	9 Months Ended
	May 27, 2022
Nonoperating Income (Expense) [Abstract]
Other Non-operating (Income) Expense	Other Non-operating (Income) Expense Three Months Ended Nine Months Ended May 27, May 28, May 27, May 28, Foreign currency (gains) losses $ 641 $ 994 $ 3,516 $ 1,195 Other (91) (505) 54 (8) $ 550 $ 489 $ 3,570 $ 1,187 Foreign currency (gains) and losses relate primarily to our Brazil operating subsidiaries.

Income Taxes

Income Taxes	9 Months Ended
	May 27, 2022
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes Three Months Ended Nine Months Ended May 27, May 28, May 27, May 28, Income before income taxes $ 29,649 $ (2,644) $ 68,660 $ 9,702 Income tax provision 5,154 4,010 20,495 8,485 Income tax expense includes a provision for federal, state and foreign taxes 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. Accordingly, the interim effective tax rate may not be reflective of the annual estimated effective tax rate. Our provision for income taxes for the nine months ended May 27, 2022 increased by $12.0 million as compared to the same period in the prior year, primarily due to an increase in the amount of earnings subject to non-U.S. tax. As of May 27, 2022 and August 27, 2021, we had a full valuation allowance for net deferred tax assets associated with our U.S. operations. The amount of the deferred tax asset considered realizable could be adjusted if significant positive evidence increases. Determining the consolidated provision for income tax expense, income tax liabilities and deferred tax assets and liabilities involves judgment. The Company calculates and provides for income taxes in each of the tax jurisdictions in which it operates, which involves estimating current tax exposures, as well as making judgments regarding the recoverability of deferred tax assets in each jurisdiction. The estimates used could differ from actual results, which may have a significant impact on operating results in future periods.

Earnings Per Share

Earnings Per Share	9 Months Ended
	May 27, 2022
Earnings Per Share [Abstract]
Earnings Per Share	Earnings Per Share Three Months Ended Nine Months Ended May 27, May 28, May 27, May 28, Net income (loss) attributable to SGH – Basic and Diluted $ 24,113 $ (7,211) $ 46,598 $ 660 Weighted-average shares outstanding – Basic 50,095 48,071 49,543 48,542 Dilutive effect of equity plans and convertible notes 4,903 — 6,213 2,625 Weighted-average shares outstanding – Diluted 54,998 48,071 55,756 51,167 Earnings (loss) per share: Basic $ 0.48 $ (0.15) $ 0.94 $ 0.01 Diluted $ 0.44 $ (0.15) $ 0.84 $ 0.01 Below are 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 27, May 28, May 27, May 28, Equity plans 459 5,283 333 2,790 Convertible notes — 12,313 — 12,313 459 17,596 333 15,103 We have the option to pay cash, issue shares or a combination thereof for the aggregate amount due upon any conversion of our 2026 Notes. It is our intent to settle the principal amount of the 2026 Notes in cash upon any conversion. As a result, only the amounts payable in excess of the principal amounts upon conversion of the 2026 Notes are considered in diluted earnings per share under the treasury stock method. The 2026 Notes are dilutive when the average share price of the Company’s ordinary shares for a reporting period exceeds the conversion price of the 2026 Notes of $20.30 per share. See “Debt – Convertible Senior Notes.”

Segment and Other Information

Segment and Other Information	9 Months Ended
	May 27, 2022
Segment Reporting [Abstract]
Segment and Other Information	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. In the fourth quarter of 2021, we reorganized SGH into three business units: Memory Solutions, Intelligent Platforms Solutions and LED Solutions. Two of our previous segments, specialty memory products and Brazil products, were combined to become Memory Solutions. Intelligent Platform Solutions was formerly referred to as specialty compute and storage solutions. All prior period information in the tables below has been revised to reflect the change to our three 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, computing, including desktop, notebook and server applications, smartphones and other vertical markets. These products are marketed to OEMs 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 brand, consists of two major product lines – Penguin Computing and Penguin Edge. Penguin Computing offers specialized platform solutions for high-performance computing, artificial intelligence, machine learning and advanced modeling for technology research. We provide these leading-edge solutions to customers in the government, hyper-scale, energy, financial services and education markets. Penguin Edge offers solutions for embedded and wireless applications, specializing in high-reliability products for a wide range of customers in government, telecommunications, health care, smart city, network edge and industrial applications. • LED Solutions : Our LED Solutions group, under our Cree LED brand, offers a broad portfolio of application-optimized LEDs focused on improving on lumen density, intensity, efficacy, optical control and reliability. Backed by 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. Our LED Solutions is comprised of the LED Business we acquired from Cree, Inc. on March 1, 2021. 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 allocate interest, other non-operating (income) expense or taxes to segments. Three Months Ended Nine Months Ended May 27, May 28, May 27, May 28, Net sales: Memory Solutions $ 265,850 $ 240,116 $ 765,332 $ 684,537 Intelligent Platform Solutions 95,345 95,857 296,256 247,141 LED Solutions 101,345 101,755 320,067 101,755 Total net sales $ 462,540 $ 437,728 $ 1,381,655 $ 1,033,433 Segment operating income: Memory Solutions $ 30,094 $ 26,163 $ 99,260 $ 65,262 Intelligent Platform Solutions 10,790 5,756 32,672 17,559 LED Solutions 13,388 11,386 48,925 11,386 Total segment operating income 54,272 43,305 180,857 94,207 Unallocated: Share-based compensation expense (10,547) (8,381) (30,295) (24,867) Amortization of acquisition-related intangibles (5,943) (6,184) (18,115) (13,011) Flow through of inventory step up — (7,090) — (7,090) Change in fair value of contingent consideration (124) (16,400) (41,324) (16,400) Out of period import tax expense (1) — — — (4,345) Other (2,349) (2,356) (4,215) (5,037) Total unallocated (18,963) (40,411) (93,949) (70,750) Consolidated operating income $ 35,309 $ 2,894 $ 86,908 $ 23,457 (1) During the second quarter of 2021, we recorded an out-of-period adjustment to correct errors originating in previous periods related to understated import tax costs, which resulted in a $4.3 million increase in cost of sales, $0.8 million increase in interest expense and $1.7 million benefit for income taxes. The adjustment was not considered material to the interim or annual consolidated financial statements for the year ended August 27, 2021 nor to any previously issued interim or annual consolidated financial statements.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	9 Months Ended
	May 27, 2022
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements include SGH and its consolidated subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America consistent in all material respects with those applied in our Annual Report on Form 10-K for the year ended August 27, 2021. 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 year ended August 27, 2021. Certain reclassifications have been made to prior period amounts to conform to current period presentation. Fiscal Year : Our fiscal year is the 52 or 53-week period ending on the last Friday in August. Fiscal 2022 and 2021 each contain 52 weeks. All period references are to our fiscal periods unless otherwise indicated. All financial information for our subsidiaries in Brazil is included in our consolidated financial statements on a one-month lag because their fiscal years end on July 31 of each year.
Recently Adopted Accounting Standards and Recently Issued Accounting Standards	Recently Adopted Accounting Standards In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 and the adoption had no impact on our financial statements. In December 2019, the FASB issued ASU 2019-12 – Income Taxes: Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. We adopted ASU 2019-12 in the first quarter of 2022 on a prospective basis. The adoption of this ASU did not have a significant impact on our financial statements. In June 2016, the FASB issued ASU 2016-13 – Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments , which requires a financial asset (or a group of financial assets) measured on the basis of amortized cost to be presented at the net amount expected to be collected. This ASU requires that the income statement reflect the measurement of credit losses for newly recognized financial assets as well as the increases or decreases of expected credit losses that have taken place during the period. This ASU requires that credit losses of debt securities designated as available-for-sale be recorded through an allowance for credit losses and limits the credit loss to the amount by which fair value is below amortized cost. We adopted ASU 2016-13 in the first quarter of 2021 under the modified retrospective adoption method. The adoption of this ASU did not have a significant impact on our financial statements. Recently Issued Accounting Standards In August 2020, the FASB issued ASU 2020-06 – Debt – Debt with Conversion and Other Options and Derivatives and Hedging – Contracts 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. This 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 is effective for us in the first quarter of 2023 and permits the use of either the modified retrospective or fully retrospective method of transition. We are evaluating the effects of adoption of this ASU on our financial statements.

Business Acquisition (Tables)

Business Acquisition (Tables)	9 Months Ended
	May 27, 2022
Business Combinations [Abstract]
Summary of Unaudited Pro Forma Information	The unaudited pro forma financial information for the first nine months of 2021 combines our results of operations for the nine months ended May 28, 2021 (which includes the results of the LED Business from the March 1, 2021 acquisition date) and the results of operations of the LED Business for the six months ended December 27, 2020. Nine months ended May 28, Net sales $ 1,237,627 Net loss attributable to SGH (162,969) Earnings (loss) per share: Basic $ (3.36) Diluted $ (3.36)

Inventories (Tables)

Inventories (Tables)	9 Months Ended
	May 27, 2022
Inventory Disclosure [Abstract]
Schedule of Inventories	As of May 27, August 27, Raw materials $ 179,649 $ 163,610 Work in process 65,547 92,901 Finished goods 120,062 107,090 $ 365,258 $ 363,601

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
	May 27, 2022
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	As of May 27, August 27, Equipment $ 205,379 $ 182,493 Buildings and building improvements 59,642 53,502 Furniture, fixtures and software 38,044 32,114 Land 16,126 16,126 319,191 284,235 Accumulated depreciation (160,080) (127,969) $ 159,111 $ 156,266

Intangible Assets and Goodwill

Intangible Assets and Goodwill (Tables)	9 Months Ended
	May 27, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets and Goodwill by Segment	May 27, 2022 August 27, 2021 Gross Accumulated Amortization Gross Accumulated Amortization Intangible assets: Technology $ 61,614 $ (16,333) $ 61,307 $ (9,142) Customer relationships 57,500 (29,777) 57,500 (22,393) Trademarks/trade names 19,200 (8,985) 19,200 (6,628) Order backlog — — 3,800 (2,571) $ 138,314 $ (55,095) $ 141,807 $ (40,734) Goodwill by segment: Intelligent Platform Solutions $ 40,401 $ 40,401 Memory Solutions 34,642 33,854 $ 75,043 $ 74,255

Accounts Payable and Accrued _2

Accounts Payable and Accrued Expenses (Tables)	9 Months Ended
	May 27, 2022
Payables and Accruals [Abstract]
Schedule of Accounts Payable and Accrued Expenses	As of May 27, August 27, Accounts payable (1) $ 384,251 $ 429,640 Salaries, wages and benefits 38,626 37,795 Income and other taxes 21,436 14,319 Other 3,699 2,353 $ 448,012 $ 484,107 (1) Includes accounts payable for property and equipment of $2.3 million and $3.1million as of May 27, 2022 and August 27, 2021, respectively.

Debt (Tables)

Debt (Tables)	9 Months Ended
	May 27, 2022
Debt Disclosure [Abstract]
Summary of Long-Term Debt	As of May 27, August 27, Credit Facility Term Loan $ 270,793 $ — Convertible Senior Notes 210,694 203,992 LED Purchase Price Note — 125,000 ABL Credit Agreement — 25,000 Other 12,334 11,846 493,821 365,838 Less current debt (8,795) (25,354) Long-term debt $ 485,026 $ 340,484
Interest Expense Disclosure	Interest expense for the 2026 Notes consisted of 2.25% contractual stated interest and amortization of discount and issuance costs and included of the following: Three Months Ended Nine Months Ended May 27, May 28, May 27, May 28, Contractual stated interest $ 1,438 $ 1,438 $ 4,219 $ 4,219 Amortization of discount and issuance costs 2,242 2,088 6,702 6,247 $ 3,680 $ 3,526 $ 10,921 $ 10,466

Leases (Tables)

Leases (Tables)	9 Months Ended
	May 27, 2022
Leases [Abstract]
Summary of Components of Operating Lease Expense	The components of operating lease expense were as follows: Three Months Ended Nine Months Ended May 27, May 28, May 27, May 28, Fixed lease cost $ 3,402 $ 2,856 $ 9,917 $ 6,310 Variable lease cost 370 409 1,192 969 Short-term lease cost 119 106 377 221 $ 3,891 $ 3,371 $ 11,486 $ 7,500
Schedule of Minimum Payments of Lease Liabilities	Minimum payments of lease liabilities as of May 27, 2022 were as follows: Remainder of 2022 $ 3,099 2023 11,114 2024 8,833 2025 6,241 2026 5,011 2027 and thereafter 23,817 58,115 Less imputed interest (12,238) Present value of total lease liabilities $ 45,877

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	May 27, 2022
Fair Value Disclosures [Abstract]
Schedule of Fair Value Measurements of Other Assets and Liabilities	Fair value measurements of other assets and liabilities were as follows: May 27, 2022 August 27, 2021 Fair Carrying Fair Carrying Assets: Derivative financial instrument assets $ 102 $ 102 $ 883 $ 883 Liabilities: Derivative financial instrument liabilities $ 22 $ 22 $ 50 $ 50 Credit Facility Term Loan 275,000 270,793 — — Convertible Senior Notes 333,125 210,694 335,668 203,992 LED Purchase Price Note — — 125,000 125,000 ABL Credit Agreement — — 25,000 25,000 Debt – other 11,353 12,334 10,702 11,846 Acquisition-related contingent consideration 101,824 101,824 60,500 60,500

Equity Plans (Tables)

Equity Plans (Tables)	9 Months Ended
	May 27, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Assumptions Used to Value Stock Options	Share option activity and assumptions were as follows: Nine Months Ended May 28, Share options granted 500 Weighted average grant-date fair value per share $ 6.65 Average expected term in years 6.25 Weighted-average expected volatility 52.07 % Weighted-average risk-free interest rate 0.49 % Expected dividend yield —
Schedule of Share Based Compensation Expense Allocation	Three Months Ended Nine Months Ended May 27, May 28, May 27, May 28, Share-based compensation expense by caption: Cost of sales $ 1,724 $ 1,166 $ 5,103 $ 2,807 Research and development 1,679 1,468 4,778 3,055 Selling, general and administrative 7,144 5,747 20,414 19,005 $ 10,547 $ 8,381 $ 30,295 $ 24,867
Restricted Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Summary of Aggregate Restricted Award Activity and Assumptions	Aggregate Restricted Award activity was as follows: Three Months Ended Nine Months Ended May 27, May 28, May 27, May 28, Awards granted 935 3,079 1,581 4,513 Weighted average grant-date fair value per share $ 24.25 $ 19.97 $ 25.96 $ 17.65 Aggregate vesting-date fair value of shares vested $ 24,099 $ 7,281 $ 42,326 $ 18,689

Revenue and Customer Contract_2

Revenue and Customer Contract Balances (Tables)	9 Months Ended
	May 27, 2022
Revenue from Contract with Customer [Abstract]
Summary of Net Sales by Products and Services and Gross Amounts Billed for Services	Net sales by products and services and gross amounts billed for services, including logistics services in which we act as an agent for our customers, were as follows: Three Months Ended Nine Months Ended May 27, May 28, May 27, May 28, Net sales: Products and professional services $ 440,012 $ 428,882 $ 1,330,473 $ 1,011,079 Logistics services 22,528 8,846 51,182 22,354 $ 462,540 $ 437,728 $ 1,381,655 $ 1,033,433 Gross billings in connection with logistics services: Logistics services $ 22,528 $ 8,846 $ 51,182 $ 22,354 Cost of materials (1) 574,034 205,530 1,250,024 481,163 $ 596,562 $ 214,376 $ 1,301,206 $ 503,517 (1) Included in gross billings in connection with services are amounts billed to customers for the cost of materials procured in an agent capacity in connection with our logistics services business, which 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.
Summary of Customer Contract Balances	As of May 27, August 27, Contract assets (1) $ 459 $ 4,247 Contract liabilities: (2) Deferred revenue $ 19,288 $ 19,271 Customer advances 13,584 15,835 $ 32,872 $ 35,106 (1) Contract assets are included in other current assets. (2) Contract liabilities are included in other current liabilities 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.

Other Non-operating (Income) _2

Other Non-operating (Income) Expense (Tables)	9 Months Ended
	May 27, 2022
Nonoperating Income (Expense) [Abstract]
Schedule of Other Non-operating (Income) Expense	Three Months Ended Nine Months Ended May 27, May 28, May 27, May 28, Foreign currency (gains) losses $ 641 $ 994 $ 3,516 $ 1,195 Other (91) (505) 54 (8) $ 550 $ 489 $ 3,570 $ 1,187

Income Taxes (Tables)

Income Taxes (Tables)	9 Months Ended
	May 27, 2022
Income Tax Disclosure [Abstract]
Schedule of Income before Income Taxes and Income Tax Provision	Three Months Ended Nine Months Ended May 27, May 28, May 27, May 28, Income before income taxes $ 29,649 $ (2,644) $ 68,660 $ 9,702 Income tax provision 5,154 4,010 20,495 8,485

Earnings Per Share (Tables)

Earnings Per Share (Tables)	9 Months Ended
	May 27, 2022
Earnings Per Share [Abstract]
Schedule of Basic and Diluted Earnings Per Share	Three Months Ended Nine Months Ended May 27, May 28, May 27, May 28, Net income (loss) attributable to SGH – Basic and Diluted $ 24,113 $ (7,211) $ 46,598 $ 660 Weighted-average shares outstanding – Basic 50,095 48,071 49,543 48,542 Dilutive effect of equity plans and convertible notes 4,903 — 6,213 2,625 Weighted-average shares outstanding – Diluted 54,998 48,071 55,756 51,167 Earnings (loss) per share: Basic $ 0.48 $ (0.15) $ 0.94 $ 0.01 Diluted $ 0.44 $ (0.15) $ 0.84 $ 0.01
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share	Below are 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 27, May 28, May 27, May 28, Equity plans 459 5,283 333 2,790 Convertible notes — 12,313 — 12,313 459 17,596 333 15,103

Segment and Other Information (

Segment and Other Information (Tables)	9 Months Ended
	May 27, 2022
Segment Reporting [Abstract]
Schedule of Segment Reporting Information	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 allocate interest, other non-operating (income) expense or taxes to segments. Three Months Ended Nine Months Ended May 27, May 28, May 27, May 28, Net sales: Memory Solutions $ 265,850 $ 240,116 $ 765,332 $ 684,537 Intelligent Platform Solutions 95,345 95,857 296,256 247,141 LED Solutions 101,345 101,755 320,067 101,755 Total net sales $ 462,540 $ 437,728 $ 1,381,655 $ 1,033,433 Segment operating income: Memory Solutions $ 30,094 $ 26,163 $ 99,260 $ 65,262 Intelligent Platform Solutions 10,790 5,756 32,672 17,559 LED Solutions 13,388 11,386 48,925 11,386 Total segment operating income 54,272 43,305 180,857 94,207 Unallocated: Share-based compensation expense (10,547) (8,381) (30,295) (24,867) Amortization of acquisition-related intangibles (5,943) (6,184) (18,115) (13,011) Flow through of inventory step up — (7,090) — (7,090) Change in fair value of contingent consideration (124) (16,400) (41,324) (16,400) Out of period import tax expense (1) — — — (4,345) Other (2,349) (2,356) (4,215) (5,037) Total unallocated (18,963) (40,411) (93,949) (70,750) Consolidated operating income $ 35,309 $ 2,894 $ 86,908 $ 23,457 (1) During the second quarter of 2021, we recorded an out-of-period adjustment to correct errors originating in previous periods related to understated import tax costs, which resulted in a $4.3 million increase in cost of sales, $0.8 million increase in interest expense and $1.7 million benefit for income taxes. The adjustment was not considered material to the interim or annual consolidated financial statements for the year ended August 27, 2021 nor to any previously issued interim or annual consolidated financial statements.

Significant Accounting Polici_3

Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions	Jun. 28, 2022	Jan. 03, 2022	May 27, 2022	Aug. 27, 2021
Business Acquisition [Line Items]
Share dividend declared for each ordinary share owned		1
Ordinary shares, par value (in usd per share)		$ 0.03	$ 0.03	$ 0.03
Stratus Holding Company | Subsequent Event
Business Acquisition [Line Items]
Payments to acquire business, in cash	$ 225
Business combination maximum earn out payment based on specific revenue achievement	$ 50

Business Acquisition - Addition

Business Acquisition - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended	9 Months Ended
	Mar. 01, 2021	May 27, 2022	May 28, 2021	Aug. 27, 2021	May 27, 2022	May 28, 2021	Mar. 28, 2022
Business Acquisition [Line Items]
Change in fair value of contingent consideration		$ 124	$ 16,400		$ 41,324	$ 16,400
Acquisition-related contingent consideration		101,824		$ 60,500	101,824
CreeLED Inc.
Business Acquisition [Line Items]
Ownership interest	51%
Payments to acquire business, in cash	$ 50,000
Business combination, consideration transferred, equity interests issued and issuable	125,000
Business combination maximum earn out payment based on specific revenue achievement	125,000
Business combination, minimum earn out payable in unsecured promissory note	2,500
Estimated initial fair value of contingent consideration	$ 28,100
CreeLED Inc. | Earnout Note
Business Acquisition [Line Items]
Change in fair value of contingent consideration				$ 32,400	41,300
Acquisition-related contingent consideration		$ 101,800			$ 101,800
CreeLED Inc. | LIBOR | Purchase Price Note
Business Acquisition [Line Items]
Note interest rate	3%
CreeLED Inc. | LIBOR | Earnout Note
Business Acquisition [Line Items]
Note interest rate							3%

Business Acquisition - Summary

Business Acquisition - Summary of Unaudited Pro Forma Information (Details) - CreeLED Inc. $ / shares in Units, $ in Thousands	9 Months Ended
	May 28, 2021 USD ($) $ / shares
Business Acquisition [Line Items]
Net sales | $	$ 1,237,627
Net loss attributable to SGH | $	$ (162,969)
Earnings (loss) per share:
Basic (in usd per share) | $ / shares	$ (3.36)
Diluted (in usd per share) | $ / shares	$ (3.36)

Inventories - Schedule of Inven

Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands	May 27, 2022	Aug. 27, 2021
Inventory Disclosure [Abstract]
Raw materials	$ 179,649	$ 163,610
Work in process	65,547	92,901
Finished goods	120,062	107,090
Total inventories	$ 365,258	$ 363,601

Inventories - Additional Inform

Inventories - Additional Information (Details)	May 27, 2022	Aug. 27, 2021
Inventory Disclosure [Abstract]
Percentage of inventories	8%	11%

Property and Equipment - Schedu

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	May 27, 2022	Aug. 27, 2021
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 319,191	$ 284,235
Accumulated depreciation	(160,080)	(127,969)
Net property and equipment	159,111	156,266
Equipment
Property Plant And Equipment [Line Items]
Property and equipment, gross	205,379	182,493
Buildings and building improvements
Property Plant And Equipment [Line Items]
Property and equipment, gross	59,642	53,502
Furniture, fixtures and software
Property Plant And Equipment [Line Items]
Property and equipment, gross	38,044	32,114
Land
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 16,126	$ 16,126

Property and Equipment - Additi

Property and Equipment - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	May 27, 2022	May 28, 2021	May 27, 2022	May 28, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 10.6	$ 9.1	$ 30.3	$ 19.5

Intangible Assets and Goodwil_2

Intangible Assets and Goodwill - Schedule of Intangible Assets and Goodwill by Segment (Details) - USD ($) $ in Thousands	May 27, 2022	Aug. 27, 2021
Finite Lived Intangible Assets [Line Items]
Intangible assets, gross amount	$ 138,314	$ 141,807
Intangible assets, accumulated amortization	(55,095)	(40,734)
Goodwill by segment, gross amount	75,043	74,255
Intelligent Platform Solutions
Finite Lived Intangible Assets [Line Items]
Goodwill by segment, gross amount	40,401	40,401
Memory Solutions
Finite Lived Intangible Assets [Line Items]
Goodwill by segment, gross amount	34,642	33,854
Technology
Finite Lived Intangible Assets [Line Items]
Intangible assets, gross amount	61,614	61,307
Intangible assets, accumulated amortization	(16,333)	(9,142)
Customer relationships
Finite Lived Intangible Assets [Line Items]
Intangible assets, gross amount	57,500	57,500
Intangible assets, accumulated amortization	(29,777)	(22,393)
Trademarks/trade names
Finite Lived Intangible Assets [Line Items]
Intangible assets, gross amount	19,200	19,200
Intangible assets, accumulated amortization	(8,985)	(6,628)
Order backlog
Finite Lived Intangible Assets [Line Items]
Intangible assets, gross amount	0	3,800
Intangible assets, accumulated amortization	$ 0	$ (2,571)

Intangible Assets and Goodwil_3

Intangible Assets and Goodwill - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended		12 Months Ended
	May 27, 2022	May 28, 2021	May 27, 2022	May 28, 2021	Aug. 27, 2021
Finite Lived Intangible Assets [Line Items]
Intangible assets	$ 1.1	$ 64.5	$ 1.1	$ 64.5
Intangible assets estimated useful lives			17 years 6 months	6 years 8 months 12 days
Amortization of intangible assets	5.9	$ 6.2	$ 18.2	$ 13
Finite-lived intangible assets, expected amortization for remainder of 2022	5.6		5.6
Finite-lived intangible assets, expected amortization for 2023	21.8		21.8
Finite-lived intangible assets, expected amortization for 2024	17.8		17.8
Finite-lived intangible assets, expected amortization for 2025	15.3		15.3
Finite-lived intangible assets, expected amortization for 2026	8.5		8.5
Finite-lived intangible assets, expected amortization, thereafter	$ 14.1		14.1
Memory Solutions
Finite Lived Intangible Assets [Line Items]
Goodwill, increase (decrease)			$ 0.8		$ 0.3

Accounts Payable and Accrued _3

Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands		May 27, 2022	Aug. 27, 2021
Payables and Accruals [Abstract]
Accounts payable	[1]	$ 384,251	$ 429,640
Salaries, wages and benefits		38,626	37,795
Income and other taxes		21,436	14,319
Other		3,699	2,353
Total		448,012	484,107
Accounts payable for property and equipment		$ 2,300	$ 3,100
[1]Includes accounts payable for property and equipment of $2.3 million and $3.1million as of May 27, 2022 and August 27, 2021, respectively.

Debt - Summary of Long-Term Deb

Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands	May 27, 2022	Aug. 27, 2021
Debt Instrument [Line Items]
Debt	$ 493,821	$ 365,838
Less current debt	(8,795)	(25,354)
Long-term debt	485,026	340,484
Credit Facility Term Loan
Debt Instrument [Line Items]
Debt	270,793	0
Convertible Senior Notes
Debt Instrument [Line Items]
Debt	210,694	203,992
LED Purchase Price Note
Debt Instrument [Line Items]
Debt	0	125,000
ABL Credit Agreement
Debt Instrument [Line Items]
Debt	0	25,000
Other
Debt Instrument [Line Items]
Debt	$ 12,334	$ 11,846

Debt - Credit Facility (Details

Debt - Credit Facility (Details) - USD ($)	Feb. 07, 2022	May 27, 2022
Debt Instrument [Line Items]
Extinguishment of debt	$ 160,400,000
Other Nonoperating Expense
Debt Instrument [Line Items]
Write off of unamortized debt issuance cost	700,000
The Credit Facility Agreement
Debt Instrument [Line Items]
Debt issuance costs	$ 9,100,000
Debt covenant, first lien leverage ratio	300%
Debt covenant, total leverage ratio, scenario one	450%
Debt covenant, total leverage ratio, scenario two	50%
Debt covenant, interest coverage ratio	300%
Debt covenant, reduction of debt amount used for the purposes of calculating debt covenant ratios	$ 100,000,000
The Credit Facility Agreement | Maximum
Debt Instrument [Line Items]
Debt covenant, total leverage ratio	500%
Credit Facility Term Loan | The Credit Facility Agreement
Debt Instrument [Line Items]
Debt instrument, face amount	$ 275,000,000
Line of credit facility, annual principal payment, percentage, year one	2.50%
Line of credit facility, annual principal payment, percentage, year two	5%
Line of credit facility, annual principal payment, percentage, year three	5%
Line of credit facility, annual principal payment, percentage, year four	5%
Line of credit facility, annual principal payment, percentage, year five	7.50%
Interest rate at period end		2.89%
Principal amount outstanding		$ 275,000,000
Unamortized debt issuance costs		$ 4,200,000
Debt instrument, effective interest rate		3.33%
Credit Facility Term Loan | The Credit Facility Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum
Debt Instrument [Line Items]
Debt instrument variable rate	2%
Credit Facility Term Loan | The Credit Facility Agreement | Base Rate | Minimum
Debt Instrument [Line Items]
Debt instrument variable rate	1%
Revolving Credit Facility | The Credit Facility Agreement
Debt Instrument [Line Items]
Debt instrument, face amount	$ 250,000,000
Line of credit facility, maximum borrowing capacity	$ 35,000,000
Principal amount outstanding		$ 0
Unamortized debt issuance costs		$ 4,300,000
Revolving Credit Facility | The Credit Facility Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum
Debt Instrument [Line Items]
Debt instrument variable rate	1.25%
Revolving Credit Facility | The Credit Facility Agreement | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum
Debt Instrument [Line Items]
Debt instrument variable rate	3%
Revolving Credit Facility | The Credit Facility Agreement | Base Rate | Minimum
Debt Instrument [Line Items]
Debt instrument variable rate	0.25%
Line of credit facility unused capacity commitment fee percentage	0.25%
Revolving Credit Facility | The Credit Facility Agreement | Base Rate | Maximum
Debt Instrument [Line Items]
Debt instrument variable rate	2%
Line of credit facility unused capacity commitment fee percentage	0.35%

Debt - Convertible Senior Notes

Debt - Convertible Senior Notes (Details) - 2.25% Convertible Senior Notes Due 2026	1 Months Ended	9 Months Ended
	Feb. 29, 2020 USD ($) businessDay tradingDay $ / shares	May 27, 2022 USD ($) tradingDay businessDay	Aug. 27, 2021 USD ($)
Debt Instrument [Line Items]
Debt instrument, face amount	$ 250,000,000
Note interest rate	2.25%
Debt instrument, convertible, initial conversion rate (in shares)	49.2504
Debt instrument, convertible, principal amount considered for conversion rate	$ 1,000
Debt instrument, convertible, initial conversion price per ordinary share (in usd per share) | $ / shares	$ 20.30
Debt instrument, convertible, threshold consecutive trading days | tradingDay	30	40
Debt instrument, convertible, threshold consecutive business days | businessDay	5	2
Debt instrument, convertible, measurement period for conversion option	10 days
Debt instrument, effective interest rate		7.06%	7.06%
Additional Paid-in-capital
Debt Instrument [Line Items]
Debt instrument, carrying amount of equity component		$ 50,800,000	$ 50,800,000
Minimum
Debt Instrument [Line Items]
Debt instrument, convertible, threshold percentage of stock price trigger	130%
Debt instrument, convertible, threshold trading days | tradingDay	20
Maximum
Debt Instrument [Line Items]
Debt instrument, convertible, product percentage of last reported sale price per ordinary share and conversion rate	98%

Debt - Interest Expense Disclos

Debt - Interest Expense Disclosure (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	May 27, 2022	May 28, 2021	May 27, 2022	May 28, 2021
Debt Instrument [Line Items]
Amortization of debt discount and issuance costs			$ 7,476	$ 6,503
2.25% Convertible Senior Notes Due 2026
Debt Instrument [Line Items]
Contractual stated interest	$ 1,438	$ 1,438	4,219	4,219
Amortization of debt discount and issuance costs	2,242	2,088	6,702	6,247
Total interest cost recognized	$ 3,680	$ 3,526	$ 10,921	$ 10,466

Leases - Summary of Components

Leases - Summary of Components of Operating Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	May 27, 2022	May 28, 2021	May 27, 2022	May 28, 2021
Leases [Abstract]
Fixed lease cost	$ 3,402	$ 2,856	$ 9,917	$ 6,310
Variable lease cost	370	409	1,192	969
Short-term lease cost	119	106	377	221
Total lease cost	$ 3,891	$ 3,371	$ 11,486	$ 7,500

Leases - Additional Information

Leases - Additional Information (Details) - USD ($) $ in Millions	9 Months Ended
	May 27, 2022	May 28, 2021	Aug. 27, 2021
Lessee Lease Description [Line Items]
Operating lease payments	$ 7.3	$ 6.1
Right-of-use assets obtained in exchange for operating lease liabilities	$ 10.6	$ 16.9
Weighted-average remaining lease term for operating leases	6 years 9 months 18 days		6 years 1 month 6 days
Weighted-average discount rate for operating leases	6.50%		6.70%
Office Leases
Lessee Lease Description [Line Items]
Operating lease term	16 years
Additional operating lease commitments	$ 51.8
Minimum
Lessee Lease Description [Line Items]
Operating lease term	2 years
Maximum
Lessee Lease Description [Line Items]
Operating lease term	5 years

Leases - Schedule of Minimum Pa

Leases - Schedule of Minimum Payments of Lease Liabilities (Details) $ in Thousands	May 27, 2022 USD ($)
Leases [Abstract]
Remainder of 2022	$ 3,099
2023	11,114
2024	8,833
2025	6,241
2026	5,011
2027 and thereafter	23,817
Total	58,115
Less imputed interest	(12,238)
Present value of total lease liabilities	$ 45,877

Equity - Additional Information

Equity - Additional Information (Details)		1 Months Ended	2 Months Ended	3 Months Ended						9 Months Ended
	Jan. 03, 2022 $ / shares shares	Jan. 31, 2021 USD ($) shares	May 27, 2022 USD ($) $ / shares shares	May 27, 2022 USD ($) $ / shares shares	Feb. 25, 2022 USD ($)	Nov. 26, 2021 USD ($)	May 28, 2021 USD ($) shares	Feb. 26, 2021 USD ($)	Nov. 27, 2020 USD ($)	May 27, 2022 USD ($) director $ / shares shares	May 28, 2021 USD ($) shares	Apr. 04, 2022 USD ($)	Aug. 27, 2021 $ / shares
Class Of Stock [Line Items]
Share dividend declared for each ordinary share owned | shares	1
Ordinary shares, par value (in usd per share) | $ / shares	$ 0.03		$ 0.03	$ 0.03						$ 0.03			$ 0.03
Stock repurchase authorized amount												$ 75,000,000
Shares acquired (in shares) | shares			448,000
Shares acquired, value			$ 10,200,000	$ 13,905,000	$ 229,000	$ 2,666,000	$ 337,000	$ 44,481,000	$ 3,483,000
Distributions to noncontrolling interest holders					3,773,000
Acquisition of noncontrolling interest							7,478,000
Cree Joint Venture
Class Of Stock [Line Items]
Distributions to noncontrolling interest holders					7,700,000
Total SGH Shareholders’ Equity
Class Of Stock [Line Items]
Shares acquired, value				13,905,000	229,000	$ 2,666,000	337,000	$ 44,481,000	$ 3,483,000
Non- controlling Interest in Subsidiary
Class Of Stock [Line Items]
Distributions to noncontrolling interest holders					3,773,000
Acquisition of noncontrolling interest							$ 7,478,000
LED Business
Class Of Stock [Line Items]
Acquisition of noncontrolling interest				$ 400,000						$ 1,600,000
LED Business | Cree Joint Venture
Class Of Stock [Line Items]
Number of board of directors | director										5
LED Business | Cree Joint Venture | Total SGH Shareholders’ Equity
Class Of Stock [Line Items]
Ownership interest percentage			51%	51%						51%
Distributions to noncontrolling interest holders					3,900,000
LED Business | San’an | Non- controlling Interest in Subsidiary
Class Of Stock [Line Items]
Ownership interest percentage			49%	49%						49%
Distributions to noncontrolling interest holders					$ 3,800,000
Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., Silver Lake Sumeru Fund Cayman, L.P. and Silver Lake Technology Investors Sumeru Cayman, L.P. | Silver Lake Partners, Repurchase 1
Class Of Stock [Line Items]
Shares acquired (in shares) | shares				151,000			6,000			206,000	148,000
Shares acquired, value				$ 3,700,000			$ 300,000			$ 6,600,000	$ 4,000,000
Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., Silver Lake Sumeru Fund Cayman, L.P. and Silver Lake Technology Investors Sumeru Cayman, L.P. | Silver Lake Partners, Repurchase 2
Class Of Stock [Line Items]
Shares acquired (in shares) | shares		1,100,000
Shares acquired, value		$ 44,300,000

Government Incentives - Additio

Government Incentives - Additional Information (Details) $ in Millions	3 Months Ended			9 Months Ended
	May 27, 2022 USD ($) program	Nov. 26, 2021 USD ($)	May 28, 2021 USD ($)	May 27, 2022 USD ($) program	May 28, 2021 USD ($)
Other Current Assets
Government Incentives [Line Items]
Unused financial credits		$ 19.8		$ 19.5
Research and development
Government Incentives [Line Items]
Financial credits	$ 3.3		$ 8.2	$ 15.2	$ 22.2
Minimum
Government Incentives [Line Items]
Percentage of gross sales revenues				11%
Maximum
Government Incentives [Line Items]
Percentage of gross sales revenues				14%
Brazilian Operating Subsidiaries
Government Incentives [Line Items]
Number of incentive programs | program	2			2

Fair Value Measurements - Addit

Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands	May 27, 2022	Aug. 27, 2021
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Acquisition-related contingent consideration	$ 101,824	$ 60,500
CreeLED Inc. | Earnout Note
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Acquisition-related contingent consideration	101,800
Level 1
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Money market funds	$ 12,700	$ 2,700

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Fair Value Measurements of Other Assets and Liabilities (Details) - USD ($) $ in Thousands	May 27, 2022	Aug. 27, 2021
Liabilities:
Acquisition-related contingent consideration	$ 101,824	$ 60,500
Fair Value | Level 2
Assets:
Derivative financial instrument assets	102	883
Liabilities:
Derivative financial instrument liabilities	22	50
Fair Value | Level 2 | Credit Facility Term Loan
Liabilities:
Debt instrument, fair value	275,000	0
Fair Value | Level 2 | Convertible Senior Notes
Liabilities:
Debt instrument, fair value	333,125	335,668
Fair Value | Level 2 | LED Purchase Price Note
Liabilities:
Debt instrument, fair value	0	125,000
Fair Value | Level 2 | ABL Credit Agreement
Liabilities:
Debt instrument, fair value	0	25,000
Fair Value | Level 2 | Other
Liabilities:
Debt instrument, fair value	11,353	10,702
Fair Value | Level 3
Liabilities:
Acquisition-related contingent consideration	101,824	60,500
Carrying Value | Level 2
Assets:
Derivative financial instrument assets	102	883
Liabilities:
Derivative financial instrument liabilities	22	50
Carrying Value | Level 2 | Credit Facility Term Loan
Liabilities:
Debt instrument, fair value	270,793	0
Carrying Value | Level 2 | Convertible Senior Notes
Liabilities:
Debt instrument, fair value	210,694	203,992
Carrying Value | Level 2 | LED Purchase Price Note
Liabilities:
Debt instrument, fair value	0	125,000
Carrying Value | Level 2 | ABL Credit Agreement
Liabilities:
Debt instrument, fair value	0	25,000
Carrying Value | Level 2 | Other
Liabilities:
Debt instrument, fair value	12,334	11,846
Carrying Value | Level 3
Liabilities:
Acquisition-related contingent consideration	$ 101,824	$ 60,500

Derivative Instruments - Additi

Derivative Instruments - Additional Information (Details) - Forward Contracts - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	May 27, 2022	May 28, 2021	May 27, 2022	May 28, 2021
Derivative Instruments Gain Loss [Line Items]
Net realized gains (losses)	$ 8.8	$ (4.2)	$ 4.2	$ (3.5)
Non-designated
Derivative Instruments Gain Loss [Line Items]
Net unrealized gains (losses) on change in fair value	$ (3.3)	$ 5.6	$ 0.2	$ 2.5

Equity Plans - Additional Infor

Equity Plans - Additional Information (Details) - USD ($) shares in Thousands, $ in Millions	3 Months Ended	9 Months Ended
	Nov. 26, 2021	May 27, 2022	May 28, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Ordinary shares available for future awards (in shares)		7,700
Unrecognized compensation costs related to awards		$ 3.6
Unrecognized compensation costs recognition period		1 year 10 months 17 days
Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share issued under purchase plan (in shares)		307	353
Stock issued during period, value, employee stock purchase plan		$ 6.5	$ 3.6
Restricted Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Unrecognized compensation costs related to awards		$ 99.2
Unrecognized compensation costs recognition period		2 years 9 months 3 days
Performance-based Restricted Share Award
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Additional share-based compensation expense	$ 5.8
Minimum | Restricted Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted awards, service period		3 years
Minimum | Restricted Awards with Market Conditions
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of number of shares that will vest		0%
Maximum | Restricted Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Restricted awards, service period		4 years
Maximum | Restricted Awards with Market Conditions
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Percentage of number of shares that will vest		200%

Equity Plans - Summary of Aggre

Equity Plans - Summary of Aggregate Restricted Award Activity and Assumptions (Details) - Restricted Award Activity - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	May 27, 2022	May 28, 2021	May 27, 2022	May 28, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Awards granted (in shares)	935	3,079	1,581	4,513
Weighted average grant-date fair value per share (in usd per share)	$ 24.25	$ 19.97	$ 25.96	$ 17.65
Aggregate vesting-date fair value of shares vested	$ 24,099	$ 7,281	$ 42,326	$ 18,689

Equity Plans - Assumptions Used

Equity Plans - Assumptions Used to Value Stock Options (Details)	9 Months Ended
	May 28, 2021 $ / shares shares
Share-based Payment Arrangement [Abstract]
Share options granted (in shares) | shares	500,000
Weighted average grant-date fair value per share (in usd per share) | $ / shares	$ 6.65
Average expected term in years	6 years 3 months
Weighted-average expected volatility	52.07%
Weighted-average risk-free interest rate	0.49%
Expected dividend yield	0%

Equity Plans - Summary of Share

Equity Plans - Summary of Share-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	May 27, 2022	May 28, 2021	May 27, 2022	May 28, 2021
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation expense	$ 10,547	$ 8,381	$ 30,295	$ 24,867
Cost of sales
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation expense	1,724	1,166	5,103	2,807
Research and development
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation expense	1,679	1,468	4,778	3,055
Selling, general and administrative
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based compensation expense	$ 7,144	$ 5,747	$ 20,414	$ 19,005

Revenue and Customer Contract_3

Revenue and Customer Contract Balances - Summary of Net Sales by Products and Services and Gross Amounts Billed for Services (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		May 27, 2022	May 28, 2021	May 27, 2022		May 28, 2021
Disaggregation Of Revenue [Line Items]
Net sales		$ 462,540	$ 437,728	$ 1,381,655	[1]	$ 1,033,433	[1]
Cost of materials		574,034	205,530	1,250,024		481,163
Gross billings in connection with services	[2]	596,562	214,376	1,301,206		503,517
Products and professional services
Disaggregation Of Revenue [Line Items]
Net sales		440,012	428,882	1,330,473		1,011,079
Logistics services
Disaggregation Of Revenue [Line Items]
Net sales		$ 22,528	$ 8,846	$ 51,182		$ 22,354
[1]Sales to related parties were de minimis in 2022 and were $20,103 and $53,251 in the three and nine months ended May 28, 2021, respectively.[2]Included in gross billings in connection with services are amounts billed to customers for the cost of materials procured in an agent capacity in connection with our logistics services business, which 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.

Revenue and Customer Contract_4

Revenue and Customer Contract Balances - Summary of Customer Contract Balances (Details) - USD ($) $ in Thousands		May 27, 2022	Aug. 27, 2021
Revenue from Contract with Customer [Abstract]
Contract assets	[1]	$ 459	$ 4,247
Contract liabilities:
Deferred revenue	[2]	19,288	19,271
Customer advances	[2]	13,584	15,835
Contract liabilities	[2]	$ 32,872	$ 35,106
[1]Contract assets are included in other current assets.[2]Contract liabilities are included in other current liabilities 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.

Revenue and Customer Contract_5

Revenue and Customer Contract Balances - Additional information (Details) - USD ($) $ in Millions	9 Months Ended
	May 27, 2022	Aug. 27, 2021
Disaggregation Of Revenue [Line Items]
Expected revenue recognized on remaining performance obligations	$ 19.3
Revenue recognized	12.9
Estimates of consideration payable to customers, including estimates for pricing adjustments and returns	19.2	$ 24.9
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-05-28
Disaggregation Of Revenue [Line Items]
Expected revenue recognized on remaining performance obligations	$ 16.1
Revenue, remaining performance obligation, expected timing of satisfaction, period	12 months
Customer Advances
Disaggregation Of Revenue [Line Items]
Revenue recognized	$ 5.2

Other Non-operating (Income) _3

Other Non-operating (Income) Expense - Schedule of Other Non-operating (Income) Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	May 27, 2022	May 28, 2021	May 27, 2022	May 28, 2021
Nonoperating Income (Expense) [Abstract]
Foreign currency (gains) losses	$ 641	$ 994	$ 3,516	$ 1,195
Other	(91)	(505)	54	(8)
Other non-operating (income) expense	$ 550	$ 489	$ 3,570	$ 1,187

Income Taxes - Schedule of Inco

Income Taxes - Schedule of Income before Income Taxes and Income Tax Provision (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	May 27, 2022	May 28, 2021	May 27, 2022	May 28, 2021
Income Tax Disclosure [Abstract]
Income before income taxes	$ 29,649	$ (2,644)	$ 68,660	$ 9,702
Income tax provision	$ 5,154	$ 4,010	$ 20,495	$ 8,485

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details) $ in Millions	9 Months Ended
	May 27, 2022 USD ($)
Income Tax Disclosure [Abstract]
Increase (decrease) in provision for income taxes	$ 12

Earnings Per Share - Schedule o

Earnings Per Share - Schedule of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	May 27, 2022	May 28, 2021	May 27, 2022	May 28, 2021
Earnings Per Share [Abstract]
Net income (loss) attributable to SGH – Basic and Diluted	$ 24,113	$ (7,211)	$ 46,598	$ 660
Weighted-average shares outstanding – Basic (in shares)	50,095	48,071	49,543	48,542
Dilutive effect of equity plans and convertible notes (in shares)	4,903	0	6,213	2,625
Weighted-average shares outstanding – Diluted (in shares)	54,998	48,071	55,756	51,167
Earnings (loss) per share:
Basic (in usd per share)	$ 0.48	$ (0.15)	$ 0.94	$ 0.01
Diluted (in usd per share)	$ 0.44	$ (0.15)	$ 0.84	$ 0.01

Earnings Per Share - Schedule_2

Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	May 27, 2022	May 28, 2021	May 27, 2022	May 28, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	459	17,596	333	15,103
Equity plans
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	459	5,283	333	2,790
Convertible notes
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	0	12,313	0	12,313

Earnings Per Share - Additional

Earnings Per Share - Additional Information (Details)	9 Months Ended
	May 27, 2022 $ / shares
Earnings Per Share [Abstract]
Dilutive impact of conversion price per share (in usd per share)	$ 20.30

Segment and Other Information -

Segment and Other Information - Additional Information (Details)	9 Months Ended
	May 27, 2022 segment productLine businessUnit
Segment Reporting [Abstract]
Number of business units | businessUnit	3
Number of reportable segments | segment	3
Number of product lines | productLine	2

Segment and Other Information_2

Segment and Other Information - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	May 27, 2022	May 28, 2021	Feb. 26, 2021	May 27, 2022		May 28, 2021
Segment Reporting Information [Line Items]
Net sales	$ 462,540	$ 437,728		$ 1,381,655	[1]	$ 1,033,433	[1]
Operating income	35,309	2,894		86,908		23,457
Share-based compensation expense				(30,295)		(24,867)
Amortization of acquisition-related intangibles	(5,900)	(6,200)		(18,200)		(13,000)
Change in fair value of contingent consideration	(124)	(16,400)		(41,324)		(16,400)
Total unallocated	(79,154)	(81,593)		(262,469)		(167,129)
Cost of sales	348,077	353,241		1,032,278		842,847
Interest expense, net	5,110	5,049		14,678		12,568
Income tax provision	(5,154)	(4,010)		(20,495)		(8,485)
Revision of Prior Period, Adjustment
Segment Reporting Information [Line Items]
Cost of sales			$ 4,300
Interest expense, net			800
Income tax provision			$ 1,700
Unallocated
Segment Reporting Information [Line Items]
Share-based compensation expense	(10,547)	(8,381)		(30,295)		(24,867)
Amortization of acquisition-related intangibles	(5,943)	(6,184)		(18,115)		(13,011)
Flow through of inventory step up	0	(7,090)		0		(7,090)
Change in fair value of contingent consideration	(124)	(16,400)		(41,324)		(16,400)
Out of period import tax expense	0	0		0		(4,345)
Other	(2,349)	(2,356)		(4,215)		(5,037)
Total unallocated	(18,963)	(40,411)		(93,949)		(70,750)
Operating Segments
Segment Reporting Information [Line Items]
Net sales	462,540	437,728		1,381,655		1,033,433
Operating income	54,272	43,305		180,857		94,207
Operating Segments | Memory Solutions
Segment Reporting Information [Line Items]
Net sales	265,850	240,116		765,332		684,537
Operating income	30,094	26,163		99,260		65,262
Operating Segments | Intelligent Platform Solutions
Segment Reporting Information [Line Items]
Net sales	95,345	95,857		296,256		247,141
Operating income	10,790	5,756		32,672		17,559
Operating Segments | LED Solutions
Segment Reporting Information [Line Items]
Net sales	101,345	101,755		320,067		101,755
Operating income	$ 13,388	$ 11,386		$ 48,925		$ 11,386
[1]Sales to related parties were de minimis in 2022 and were $20,103 and $53,251 in the three and nine months ended May 28, 2021, respectively.