Cover Page
Cover Page - shares | 3 Months Ended | |
Dec. 01, 2023 | Jan. 02, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 01, 2023 | |
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, $0.03 par value per share | |
Trading Symbol | SGH | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 51,830,117 | |
Entity Central Index Key | 0001616533 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --08-30 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 01, 2023 | Aug. 25, 2023 |
Assets | ||
Cash and cash equivalents | $ 529,059 | $ 365,563 |
Short-term investments | 24,385 | 25,251 |
Accounts receivable, net | 170,590 | 219,247 |
Inventories | 208,441 | 174,977 |
Other current assets | 54,373 | 51,790 |
Current assets of discontinued operations | 0 | 70,574 |
Total current assets | 986,848 | 907,402 |
Property and equipment, net | 112,328 | 118,734 |
Operating lease right-of-use assets | 64,637 | 68,444 |
Intangible assets, net | 150,283 | 160,185 |
Goodwill | 161,958 | 161,958 |
Deferred tax assets | 74,365 | 74,085 |
Other noncurrent assets | 80,446 | 15,150 |
Total assets | 1,630,865 | 1,505,958 |
Liabilities and Equity | ||
Accounts payable and accrued expenses | 219,082 | 182,035 |
Current debt | 28,511 | 35,618 |
Deferred revenue | 39,096 | 48,096 |
Acquisition-related contingent consideration | 50,000 | 50,000 |
Other current liabilities | 32,115 | 32,731 |
Current liabilities of discontinued operations | 0 | 77,770 |
Total current liabilities | 368,804 | 426,250 |
Long-term debt | 748,299 | 754,820 |
Noncurrent operating lease liabilities | 64,407 | 66,407 |
Other noncurrent liabilities | 33,346 | 29,248 |
Total liabilities | 1,214,856 | 1,276,725 |
Commitments and contingencies | ||
SMART Global Holdings shareholders’ equity: | ||
Ordinary shares, $0.03 par value; authorized 200,000 shares; 58,447 shares issued and 51,906 outstanding as of December 1, 2023; 57,542 shares issued and 51,901 outstanding as of August 25, 2023 | 1,753 | 1,726 |
Additional paid-in capital | 491,145 | 476,703 |
Retained earnings | 62,536 | 82,457 |
Treasury shares, 6,541 and 5,641 shares held as of December 1, 2023 and August 25, 2023, respectively | (145,577) | (132,447) |
Accumulated other comprehensive income (loss) | 303 | (205,964) |
Total SGH shareholders’ equity | 410,160 | 222,475 |
Noncontrolling interest in subsidiary | 5,849 | 6,758 |
Total equity | 416,009 | 229,233 |
Total liabilities and equity | $ 1,630,865 | $ 1,505,958 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Dec. 01, 2023 | Aug. 25, 2023 |
Statement of Financial Position [Abstract] | ||
Ordinary shares, par value (in usd per share) | $ 0.03 | $ 0.03 |
Ordinary shares, authorized (in shares) | 200,000 | 200,000 |
Ordinary shares, issued (in shares) | 58,447 | 57,542 |
Ordinary shares, outstanding (in shares) | 51,906 | 51,901 |
Treasury shares (in shares) | 6,541 | 5,641 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Dec. 01, 2023 | Nov. 25, 2022 | |
Total net sales | $ 274,247 | $ 391,797 |
Total cost of sales | 191,397 | 279,699 |
Gross profit | 82,850 | 112,098 |
Operating expenses: | ||
Research and development | 21,389 | 24,072 |
Selling, general and administrative | 57,217 | 67,708 |
Change in fair value of contingent consideration | 0 | 3,700 |
Other operating (income) expense | 2,939 | 1,771 |
Total operating expenses | 81,545 | 97,251 |
Operating income (loss) | 1,305 | 14,847 |
Non-operating (income) expense: | ||
Interest expense, net | 9,559 | 8,494 |
Other non-operating (income) expense | (576) | (1,362) |
Total non-operating (income) expense | 8,983 | 7,132 |
Income (loss) before taxes | (7,678) | 7,715 |
Income tax provision (benefit) | 3,534 | 11,322 |
Net income (loss) from continuing operations | (11,212) | (3,607) |
Net income (loss) from discontinued operations | (8,148) | 8,931 |
Net income (loss) | (19,360) | 5,324 |
Net income attributable to noncontrolling interest | 561 | 332 |
Net income (loss) attributable to SGH | $ (19,921) | $ 4,992 |
Basic earnings (loss) per share: | ||
Continuing Operations (in usd per share) | $ (0.23) | $ (0.08) |
Discontinued Operations (in usd per share) | (0.15) | 0.18 |
Basic (in usd per share) | (0.38) | 0.10 |
Diluted earnings (loss) per share: | ||
Continuing Operations (in usd per share) | (0.23) | (0.08) |
Discontinued Operations (in usd per share) | (0.15) | 0.18 |
Diluted (in usd per share) | $ (0.38) | $ 0.10 |
Shares used in per share calculations: | ||
Basic (in shares) | 52,068 | 48,962 |
Diluted (in shares) | 52,068 | 48,962 |
Products | ||
Total net sales | $ 206,430 | $ 316,508 |
Total cost of sales | 163,413 | 251,291 |
Services | ||
Total net sales | 67,817 | 75,289 |
Total cost of sales | $ 27,984 | $ 28,408 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 01, 2023 | Nov. 25, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ (19,360) | $ 5,324 |
Other comprehensive income (loss), net of tax: | ||
Cumulative translation adjustment | (6,142) | (2,008) |
Cumulative translation adjustment reclassified to net income | 212,397 | 0 |
Gains (losses) on derivative instruments | 0 | 20 |
Gains (losses) on investments | 12 | (7) |
Comprehensive income (loss) | 186,907 | 3,329 |
Comprehensive income attributable to noncontrolling interest | 561 | 332 |
Comprehensive income (loss) attributable to SGH | $ 186,346 | $ 2,997 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Revision of Prior Period, Accounting Standards Update, Adjustment | Ordinary shares | Additional Paid-in Capital | Additional Paid-in Capital Revision of Prior Period, Accounting Standards Update, Adjustment | Retained Earnings | Retained Earnings Revision of Prior Period, Accounting Standards Update, Adjustment | Treasury Shares | Accumulated Other Comprehensive Income (Loss) | Total SGH Shareholders’ Equity | Total SGH Shareholders’ Equity Revision of Prior Period, Accounting Standards Update, Adjustment | Non- controlling Interest in Subsidiary |
Common stock, beginning balance (in shares) at Aug. 26, 2022 | 52,880 | |||||||||||
Beginning balance at Aug. 26, 2022 | $ 378,546 | $ 1,586 | $ 448,112 | $ 251,344 | $ (107,776) | $ (221,655) | $ 371,611 | $ 6,935 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | 5,324 | 4,992 | 4,992 | 332 | ||||||||
Other comprehensive income (loss) | (1,995) | (1,995) | (1,995) | |||||||||
Shares issued under equity plans (in shares) | 1,060 | |||||||||||
Shares issued under equity plans | 3,942 | $ 32 | 3,910 | 3,942 | ||||||||
Repurchase of ordinary shares | (4,659) | (4,659) | (4,659) | |||||||||
Share-based compensation expense | 10,412 | 10,412 | 10,412 | |||||||||
Common stock, ending balance (in shares) at Nov. 25, 2022 | 53,940 | |||||||||||
Ending balance at Nov. 25, 2022 | $ 359,387 | $ (32,183) | $ 1,618 | 411,612 | $ (50,822) | 274,975 | $ 18,639 | (112,435) | (223,650) | 352,120 | $ (32,183) | 7,267 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2020-06 | |||||||||||
Common stock, beginning balance (in shares) at Aug. 25, 2023 | 51,901 | 57,542 | ||||||||||
Beginning balance at Aug. 25, 2023 | $ 229,233 | $ 1,726 | 476,703 | 82,457 | (132,447) | (205,964) | 222,475 | 6,758 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | (19,360) | (19,921) | (19,921) | 561 | ||||||||
Other comprehensive income (loss) | 206,267 | 206,267 | 206,267 | |||||||||
Shares issued under equity plans (in shares) | 905 | |||||||||||
Shares issued under equity plans | 3,455 | $ 27 | 3,428 | 3,455 | ||||||||
Repurchase of ordinary shares | (13,130) | (13,130) | (13,130) | |||||||||
Share-based compensation expense | 11,014 | 11,014 | 11,014 | |||||||||
Distribution to noncontrolling interest | $ (1,470) | (1,470) | ||||||||||
Common stock, ending balance (in shares) at Dec. 01, 2023 | 51,906 | 58,447 | ||||||||||
Ending balance at Dec. 01, 2023 | $ 416,009 | $ 1,753 | $ 491,145 | $ 62,536 | $ (145,577) | $ 303 | $ 410,160 | $ 5,849 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 01, 2023 | Feb. 24, 2023 | Nov. 25, 2022 | |
Cash flows from operating activities | |||
Net income (loss) | $ (19,360) | $ 5,324 | |
Net income (loss) from discontinued operations | (8,148) | 8,931 | |
Net income (loss) from continuing operations | (11,212) | (3,607) | |
Adjustments to reconcile net loss from continuing operations to net cash provided by (used for) operating activities: | |||
Depreciation expense and amortization of intangible assets | 17,654 | 17,049 | |
Amortization of debt discount and issuance costs | 1,042 | 1,069 | |
Share-based compensation expense | 10,970 | 9,981 | |
Change in fair value of contingent consideration | 0 | 3,700 | |
Loss (gain) on extinguishment of debt | 0 | $ 16,700 | (767) |
Deferred income taxes, net | (282) | 1,718 | |
Other | 664 | 357 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 48,658 | 123,097 | |
Inventories | (33,464) | (102,047) | |
Other assets | 2,102 | (6,828) | |
Accounts payable and accrued expenses and other liabilities | 23,581 | (54,749) | |
Payment of acquisition-related contingent consideration | 0 | (73,724) | |
Net cash provided by (used for) operating activities from continuing operations | 59,713 | (84,751) | |
Net cash provided by (used for) operating activities from discontinued operations | (28,235) | 10,766 | |
Net cash provided by (used for) operating activities | 31,478 | (73,985) | |
Cash flows from investing activities | |||
Capital expenditures and deposits on equipment | (4,648) | (7,991) | |
Proceeds from maturities of investment securities | 9,665 | 0 | |
Purchases of held-to-maturity investment securities | (8,469) | 0 | |
Acquisition of business, net of cash acquired | 0 | (210,273) | |
Other | (188) | (1,759) | |
Net cash used for investing activities from continuing operations | (3,640) | (220,023) | |
Net cash provided by (used for) investing activities from discontinued operations | 118,938 | (3,620) | |
Net cash provided by (used for) investing activities | 115,298 | (223,643) | |
Cash flows from financing activities | |||
Proceeds from debt | 0 | 295,287 | |
Proceeds from issuance of ordinary shares | 3,455 | 3,942 | |
Payment of acquisition-related contingent consideration | 0 | (28,100) | |
Payments to acquire ordinary shares | (13,130) | (4,659) | |
Repayments of debt | (14,423) | (3,606) | |
Distribution to noncontrolling interest | (1,470) | 0 | |
Other | (582) | (788) | |
Net cash provided by (used for) financing activities from continuing operations | (26,150) | 262,076 | |
Net cash used for financing activities from discontinued operations | (606) | (97) | |
Net cash provided by (used for) financing activities | (26,756) | 261,979 | |
Effect of changes in currency exchange rates | (1,025) | 205 | |
Net increase (decrease) in cash and cash equivalents | 118,995 | (35,444) | |
Cash and cash equivalents at beginning of period | 410,064 | 327,621 | 363,065 |
Cash and cash equivalents at end of period | 529,059 | 327,621 | |
Continuing operations | |||
Cash flows from financing activities | |||
Cash and cash equivalents at beginning of period | 284,398 | ||
Cash and cash equivalents at end of period | 529,059 | 284,398 | |
Discontinued operations | |||
Cash flows from financing activities | |||
Cash and cash equivalents at beginning of period | $ 43,223 | ||
Cash and cash equivalents at end of period | $ 0 | $ 43,223 |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Dec. 01, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include the accounts of SMART Global Holdings, Inc. and its consolidated subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) consistent in all material respects with those applied in our Annual Report on Form 10-K for the fiscal year ended August 25, 2023 and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of our management, the accompanying unaudited consolidated financial statements contain all necessary adjustments, consisting of a normal recurring nature, to fairly state the financial information set forth herein. These consolidated interim financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended August 25, 2023. Presentation of SMART Brazil as Discontinued Operations : On June 13, 2023, we entered into an agreement to divest of an 81% interest in SMART Modular Technologies do Brasil – Indústria e Comercio de Componentes Ltda. (“SMART Brazil”). We concluded that, as of August 25, 2023, (i) the net assets of SMART Brazil met the criteria for classification as held for sale and (ii) the proposed sale represented a strategic shift that was expected to have a major effect on our operations and financial results. On November 29, 2023, we completed the divestiture. The balance sheets, results of operations and cash flows of SMART Brazil have been presented as discontinued operations for all periods presented. SMART Brazil was previously included within our Memory Solutions segment. See “Divestiture of SMART Brazil.” Unless otherwise noted, amounts and discussion within these notes to the consolidated financial statements relate to our continuing operations. Prior period comparative information has been conformed to current period presentation for continuing operations. Reclassifications : Certain reclassifications have been made to prior period amounts to conform to current period presentation. Fiscal Year : Our fiscal year is the 52- or 53-week period ending on the last Friday in August. Fiscal year 2024 and 2023 contain 53 weeks and 52 weeks, respectively. All period references are to our fiscal periods unless otherwise indicated. Financial information for our subsidiaries in Brazil was included in our consolidated financial statements on a one-month lag because their fiscal years ended on July 31 of each year. In connection with the completion of the divestiture of an 81% interest in SMART Brazil, we ceased consolidating the operations of SMART Brazil in our financial statements as of the November 29, 2023 disposal date. As a result, financial information for SMART Brazil in the first quarter of 2024 includes the four-month period from August 1, 2023 to November 29, 2023. |
Divestiture of SMART Brazil
Divestiture of SMART Brazil | 3 Months Ended |
Dec. 01, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestiture of SMART Brazil | Divestiture of SMART Brazil Overview of Transaction On November 29, 2023, we completed the previously announced divestiture of SMART Brazil pursuant to the terms of that certain Stock Purchase Agreement (the “Brazil Purchase Agreement”), by and among SMART Modular Technologies (LX) S.à r.l., a société à responsabilité limitée governed by the laws of Grand Duchy of Luxembourg and a wholly owned subsidiary of SGH (the “Brazil Seller”), Lexar Europe B.V., a company organized under the laws of The Netherlands (the “Brazil Purchaser”), Shenzhen Longsys Electronics Co., Ltd., a company limited by shares governed by the laws of the People’s Republic of China (“Longsys”), solely with respect to certain provisions therein, Shanghai Intelligent Memory Semiconductor Co., Ltd., a limited liability company governed by the laws of the People’s Republic of China and, solely with respect to certain provisions therein, SGH. Pursuant to the Brazil Purchase Agreement, Brazil Seller sold to Brazil Purchaser, and Brazil Purchaser purchased from Brazil Seller, 81% of Brazil Seller’s right, title and interest in and to the outstanding quotas of SMART Brazil, with Brazil Seller retaining a 19% interest in SMART Brazil (the “Retained Interest”) (the “Brazil Divestiture”). At the closing of the Brazil Divestiture, Brazil Purchaser paid to Brazil Seller (based on a total enterprise value of $205 million for SMART Brazil) an upfront cash purchase price, subject to certain customary adjustments as set forth in the Brazil Purchase Agreement. In addition, pursuant to the Brazil Purchase Agreement, we have a right to receive, and Brazil Purchaser is obligated to pay, (i) a deferred payment due eighteen months following the closing and (ii) subject to and at the time of exercise of the Put/Call Option (as defined below), an additional deferred cash adjustment equal to 19% of the amount of SMART Brazil’s net cash as of the closing (as calculated pursuant to the Brazil Purchase Agreement). Put/Call Option : Pursuant to the Brazil Purchase Agreement, at the closing, SMART Brazil, Brazil Seller, Brazil Purchaser and Longsys entered into a Quotaholders Agreement, which provides Brazil Seller with a put option to sell the Retained Interest in SMART Brazil to Brazil Purchaser (the “Put Option”) during three exercise windows following its fiscal years ending December 31, 2026, December 31, 2027 or December 31, 2028 (the “Exercise Windows”), with such Exercise Windows beginning on June 15, 2027 and ending on July 15, 2027, beginning on June 15, 2028 and ending on July 15, 2028 and beginning on June 15, 2029 and ending on July 15, 2029, respectively. A call option has also been granted to Brazil Purchaser to require Brazil Seller to sell the Retained Interest to Brazil Purchaser during the Exercise Windows (together with the Put Option, the “Put/Call Option”). The price for the Put/Call Option is based on a 100% enterprise value of 7.5x net income for SMART Brazil for the preceding fiscal year at the time of exercise. Consideration : The following is a summary of total consideration in exchange for the sale of an 81% interest in SMART Brazil: Cash received at closing (1) $ 164,487 Post-closing adjustment for net cash and net working capital (2) 451 Deferred payment (3) 25,433 Deferred cash adjustment (4) 3,721 Total consideration $ 194,092 (1) Includes $26.8 million of cash received at closing for an estimated amount of net cash and an estimated net working capital amount (in excess of a minimum target amount) as of the closing. (2) Represents the post-closing adjustment for net cash and net working capital, which is expected to be received in the second or third quarter of 2024 upon completion of the review of the final net cash and final working capital amounts. The post closing adjustment is included in other current assets in the accompanying consolidated balance sheet. (3) Represents the fair value of the deferred payment, comprised of a notional amount of $28.4 million, discounted at 7.5% and due May 2025. The deferred payment is included in other noncurrent assets in the accompanying consolidated balance sheet. (4) Represents the fair value of the deferred cash adjustment, comprised of a notional amount of $4.8 million, discounted at 7.5%, equal to 19% of the amount of SMART Brazil’s net cash as of the closing (as calculated pursuant to the Brazil Purchase Agreement). The deferred cash adjustment is accounted for as a derivative financial instrument, is due at the time of exercise of the Put/Call Option and is included in other noncurrent assets in the accompanying consolidated balance sheet. Presentation of SMART Brazil Operations As of August 25, 2023, we concluded that the net assets of SMART Brazil met the criteria for classification as held for sale. In addition, the divestiture of SMART Brazil is expected to have a major effect on our operations and financial results. As a result, we have presented the results of operations, cash flows and financial position of SMART Brazil as discontinued operations in the accompanying consolidated financial statements and notes for all periods presented. A disposal group classified as held for sale is measured at the lower of its carrying amount or fair value less costs to sell. Accordingly, we evaluated the carrying value of the net assets of SMART Brazil (including $206.3 million recognized within shareholders’ equity related to the cumulative translation adjustment from SMART Brazil), estimated costs to sell and expected proceeds and concluded the net assets were impaired as of August 25, 2023. As a result, we recognized an impairment charge of $153.0 million in the fourth quarter of 2023 to write down the carrying value of the net assets of SMART Brazil. In addition, we concluded that the outside basis of SMART Brazil inclusive of any withholding taxes should be recognized upon the classification as held for sale as of August 25, 2023. Accordingly, we recognized withholding taxes on the expected capital gain and deferred tax liabilities of $28.6 million in 2023. Assets and liabilities of SMART Brazil as of the November 29, 2023 disposal date and as of August 25, 2023 were as follows: As of November 29, August 25, Cash and cash equivalents $ 40,927 $ 44,501 Accounts receivable, net 16,482 17,055 Inventories 26,103 25,877 Other current assets 17,800 17,732 Total current assets 101,312 105,165 Property and equipment, net 66,870 58,321 Operating lease right-of-use assets 6,912 5,213 Goodwill 19,856 20,668 Other noncurrent assets 27,490 34,243 Total assets 222,440 223,610 Impairment of SMART Brazil assets (153,036) (153,036) Total assets, net of impairment $ 69,404 $ 70,574 Accounts payable and accrued expenses $ 20,576 $ 25,867 Current debt 3,872 4,006 Other current liabilities 1,023 1,030 Total current liabilities 25,471 30,903 Long-term debt 11,938 13,689 Noncurrent operating lease liabilities 5,686 4,614 Noncurrent deferred tax liabilities 28,564 28,564 Other noncurrent liabilities 93 $ — Total liabilities $ 71,752 $ 77,770 Net assets of discontinued operations $ (2,348) $ (7,196) Reported as: Current assets of discontinued operations $ 70,574 Current liabilities of discontinued operations 77,770 Net assets of discontinued operations $ (7,196) The following table presents the results of operations for SMART Brazil: Three Months Ended December 1, November 25, Net sales $ 55,159 $ 73,681 Cost of sales 50,560 67,369 Gross profit 4,599 6,312 Operating expenses: Research and development 157 (16) Selling, general and administrative 5,421 3,314 Other operating (income) expense 64 270 Total operating expenses 5,642 3,568 Operating income (loss) (1,043) 2,744 Non-operating (income) expense: Loss from divestiture of 81% interest in SMART Brazil 10,888 — Interest (income) expense, net (1,262) (457) Other non-operating (income) expense 138 702 Total non-operating (income) expense 9,764 245 Income (loss) before taxes (10,807) 2,499 Income tax provision (benefit) (2,659) (6,432) Net income (loss) from discontinued operations $ (8,148) $ 8,931 Loss from Divestiture of SMART Brazil The following table presents the calculation of the loss from the divestiture of an 81% interest in SMART Brazil: Proceeds, less costs to sell and other expenses: Consideration $ 194,092 Costs to sell and other expenses (4,150) 189,942 Basis in 81% interest in SMART Brazil: Net assets of SMART Brazil 145,194 Cumulative translation adjustment (1) 212,397 357,591 Gain on revalue of 19% Retained Interest in SMART Brazil (2) 3,725 Pre-tax loss on divestiture of 81% interest in SMART Brazil 163,924 Income tax provision 26,580 Loss on divestiture of 81% interest in SMART Brazil $ 190,504 (1) The sale of an 81% interest in SMART Brazil resulted in the de-consolidation of SMART Brazil and, accordingly, the release of the related cumulative translation adjustment. Included in the basis calculation above is the balance of cumulative translation adjustment for SMART Brazil as of the closing. The release of the cumulative translation adjustment is included in net income (loss) from discontinued operations in the accompanying consolidated statement of operations. (2) In connection with the transaction, we revalued our 19% Retained Interest in SMART Brazil based on the implied value for 100% of SMART Brazil, adjusted for lack of control premium. As of the end of the first quarter of 2024, the carrying value of our remaining 19% interest in SMART Brazil was $37.8 million. Recognition Periods : The loss from the divestiture of an 81% interest in SMART Brazil was recognized as follows: Three Months Ended December 1, August 25, Total Pre-tax loss on divestiture of 81% interest in SMART Brazil $ 10,888 $ 153,036 $ 163,924 Income tax provision (benefit) (1,984) 28,564 26,580 Loss on divestiture of 81% interest in SMART Brazil $ 8,904 $ 181,600 $ 190,504 |
Recently Adopted Accounting Sta
Recently Adopted Accounting Standards | 3 Months Ended |
Dec. 01, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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, and requires an entity to use the if-converted method in the diluted earnings per share calculation for convertible instruments. This ASU was effective for us in the first quarter of 2023 and permitted the use of either the modified retrospective or fully retrospective method of transition. We adopted ASU 2020-06 in the first quarter of 2023 under the modified retrospective method. Upon adoption, the previously separated equity component and associated issuance costs for our 2.25% convertible senior notes due 2026 were reclassified from additional paid-in capital to long-term debt, thereby eliminating future amortization of the debt discount as interest expense. The following table summarizes the effects of adopting ASU 2020-06: Ending Adoption of Beginning Long-term debt $ 575,682 $ 32,183 $ 607,865 Additional paid-in capital 448,112 (50,822) 397,290 Retained earnings 251,344 18,639 269,983 Recently Issued Accounting Standards In December 2023, the FASB issued ASU 2023-07 – Segment Reporting (Topic 280): Improvements to Segment Reporting Disclosures , which will require an entity to provide more detailed information about its reportable segment expenses that are included within management’s measurement of profit and loss and will require certain annual disclosures to be provided on an interim basis. The amendments in this ASU are effective for us in 2025 for annual reporting and in 2026 for interim reporting, with early adoption permitted beginning in 2024, and is required to be applied using the full retrospective method of transition. We are evaluating the timing and effects of adoption of this ASU on the Company’s segment disclosures. |
Business Acquisition
Business Acquisition | 3 Months Ended |
Dec. 01, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Acquisition | Business Acquisition Stratus Technologies On August 29, 2022 (the “Stratus Acquisition Date”), we completed the acquisition of Storm Private Holdings I Ltd., a Cayman Islands exempted company (“Stratus Holding Company” and together with its subsidiaries, “Stratus Technologies”), pursuant to the terms of that certain Share Purchase Agreement (the “Stratus Purchase Agreement”), dated as of June 28, 2022, by and among SGH, Stratus Holding Company and Storm Private Investments LP, a Cayman Islands exempted limited partnership (the “Stratus Seller”). Pursuant to the Stratus Purchase Agreement, among other matters, the Stratus Seller sold to SGH, and SGH purchased from the Stratus Seller, all of the Stratus Seller’s right, title and interest in and to the outstanding equity securities of Stratus Holding Company. Stratus Technologies is a global leader in simplified, protected and autonomous computing platforms and services in the data center and at the Edge. For more than 40 years, Stratus Technologies has provided high-availability fault-tolerant computing, allowing Fortune 500 companies and small-to-medium sized businesses to securely and remotely turn data into actionable intelligence at the Edge, data center and cloud - driving uptime and efficiency. Stratus Technologies operates as part of SGH’s Intelligent Platform Solutions (“IPS”) segment and further enhances SGH’s growth and diversification strategy and complements and expands SGH’s IPS business in data center and edge environments. Purchase Price : At the closing of the transaction, we paid the Stratus Seller a cash purchase price of $225 million, subject to certain adjustments. In addition, the Stratus Seller has the right to receive, and we are obligated to pay, contingent consideration of up to $50 million (the “Stratus Earnout”) based on the gross profit performance of Stratus Technologies during the first full 12 fiscal months following the closing of the acquisition. Pursuant to the terms of the Stratus Purchase Agreement, we had the option to settle the Stratus Earnout amount owed to the Stratus Seller in cash, ordinary shares of SGH, or a mix of cash and ordinary shares of SGH. On June 28, 2023, we provided notice to the Stratus Seller of our election to settle the Stratus Earnout in cash. Based on the gross profit achieved by Stratus Technologies during the 12 fiscal months following the closing of the acquisition, as of December 1, 2023, current liabilities included $50.0 million for the amount payable in connection with the Stratus Earnout. In December 2023, subsequent to the end of our first quarter of 2024, we paid in full the $50.0 million related to the Stratus Earnout. Cash paid at closing was utilized, in part, to settle the outstanding debt of Stratus Technologies as of the closing of the transaction and was recognized as a component of consideration transferred. As a result, the assets acquired and liabilities assumed do not include an assumed liability for the outstanding debt of Stratus Technologies. The purchase price for Stratus Technologies was as follows: Cash $ 225,000 Additional payment for net working capital adjustment (1) 17,246 Fair value of Stratus Earnout 20,800 $ 263,046 (1) Includes $14.4 million paid at closing and $2.8 million paid in the second quarter of 2023 upon completion of the review of the working capital assets acquired and liabilities assumed. Contingent Consideration : The Stratus Earnout was accounted for as contingent consideration. As of the Stratus Acquisition Date, the fair value of the Stratus Earnout was estimated to be $20.8 million and was valued using a Monte Carlo simulation analysis in a risk-neutral framework with assumptions for volatility, market price of risk adjustment, risk-free rate and cost of debt. The fair value measurement was based on significant inputs, not observable in the market, including forecasted gross profit, comparable company volatility, discount rate and cost of debt. The fair value of the Stratus Earnout was estimated based on the Company’s evaluation of the probability and amount of the Stratus Earnout to be achieved based on the expected gross profit of Stratus Technologies, using an estimated gross profit volatility of 33.4% and a discount rate of 7.3% as of the Stratus Acquisition Date. Valuation : The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed as follows: Cash and cash equivalents $ 29,174 Accounts receivable 26,685 Inventories 10,890 Other current assets 6,536 Property and equipment 7,292 Operating lease right-of-use assets 9,216 Intangible assets 123,700 Goodwill 125,929 Other noncurrent assets 11,661 Accounts payable and accrued expenses (32,656) Other current liabilities (36,723) Noncurrent operating lease liabilities (7,067) Other noncurrent liabilities (11,591) Total net assets acquired $ 263,046 The goodwill arising from the acquisition of Stratus Technologies was assigned to our IPS segment. None of the goodwill recognized is deductible for income tax purposes. The fair values and useful lives of identifiable intangible assets were as follows: Amount Estimated useful life (in years) Technology $ 82,000 5 Customer relationships 27,800 8 Trademarks/trade names 10,000 9 In-process research and development 3,900 N/A $ 123,700 • Technology intangible assets were valued using the multi-period excess earnings method based on the discounted cash flow and technology obsolescence rate. Discounted cash flow requires the use of significant unobservable inputs, including projected revenue, expenses, capital expenditures and other costs and discount rates calculated based on the cost of equity adjusted for various risks, including the size of the acquiree, industry risk and other risk factors. • Customer relationship intangible assets were valued using the multi-period excess earnings method, which is the present value of the projected cash flows that are expected to be generated by the existing intangible assets after reduction by an estimated fair rate of return on contributory assets required to generate the customer relationship revenues. Key assumptions included discounted cash flow, estimated life cycle and customer attrition rates. • Trademark/trade name intangible assets were valued using the relief from royalty method, which is the discounted cash flow savings accruing to the owner by virtue of the fact that the owner is not required to license the trademarks/trade names from a third party. Key assumptions included attributable revenue expected from the trademarks/trade names, royalty rates and assumed asset life. • In-process research and development (“IPR&D”) relates to next generation fault tolerant architecture. IPR&D is indefinite-lived and will be reviewed for impairment at least annually. Amortization will commence upon completion of research and development efforts. IPR&D was valued based on discounted cash flow, which requires the use of significant unobservable inputs, including projected revenue, expenses, capital expenditures and other costs. |
Cash and Investments
Cash and Investments | 3 Months Ended |
Dec. 01, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Cash and Investments | Cash and Investments As of December 1, 2023 and August 25, 2023, all of our debt securities, the fair values of which approximated their carrying values, were classified as held to maturity. Cash, cash equivalents and investments were as follows: As of December 1, 2023 As of Cash and Cash Equivalents Short-term Investments Cash and Cash Equivalents Short-term Investments Cash and cash equivalents $ 443,245 $ — $ 321,937 $ — Level 1: Money market funds 70,814 — 43,626 — U.S. Treasury securities — 24,385 — 25,251 Level 2: Time deposits 15,000 — — — $ 529,059 $ 24,385 $ 365,563 $ 25,251 |
Accounts Receivable
Accounts Receivable | 3 Months Ended |
Dec. 01, 2023 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable In the third quarter of 2023, we entered into a trade accounts receivable sale program with a third-party financial institution to sell certain of our trade accounts receivable on a non-recourse basis pursuant to a factoring arrangement. This program allows us to sell certain of our trade accounts receivables up to $60 million. There were no trade accounts receivable sold during the first quarter of 2024. |
Inventories
Inventories | 3 Months Ended |
Dec. 01, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories As of December 1, August 25, Raw materials $ 97,853 $ 90,085 Work in process 57,192 24,485 Finished goods 53,396 60,407 $ 208,441 $ 174,977 As of December 1, 2023 and August 25, 2023, 8% of total inventories were owned and held under our logistics services. |
Property and Equipment
Property and Equipment | 3 Months Ended |
Dec. 01, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment As of December 1, August 25, Equipment $ 87,528 $ 86,429 Buildings and building improvements 67,683 69,325 Furniture, fixtures and software 43,082 44,121 Land 16,126 16,126 214,419 216,001 Accumulated depreciation (102,091) (97,267) $ 112,328 $ 118,734 Depreciation expense for property and equipment was $7.5 million and $6.1 million in the first quarter of 2024 and 2023, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Dec. 01, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill As of December 1, 2023 As of August 25, 2023 Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization Intangible assets: Technology $ 141,491 $ (40,698) $ 141,201 $ (34,569) Customer relationships 72,500 (36,996) 72,500 (33,990) Trademarks/trade names 28,300 (14,314) 28,300 (13,257) $ 242,291 $ (92,008) $ 242,001 $ (81,816) Goodwill by segment: Intelligent Platform Solutions $ 147,238 $ 147,238 Memory Solutions 14,720 14,720 $ 161,958 $ 161,958 In the first quarter of 2024 and 2023, we capitalized $0.3 million and $126.4 million, respectively, for intangible assets with weighted-average useful lives of 19.0 years and 6.0 years, respectively. Amortization expense for intangible assets was $10.2 million and $10.9 million in the first quarter of 2024 and 2023, respectively. Amortization expense is expected to be $29.8 million for the remainder of 2024, $35.6 million for 2025, $30.2 million for 2026, $29.5 million for 2027, $13.9 million for 2028 and $11.2 million for 2029 and thereafter. Impairment of Penguin Edge Goodwill During the second quarter of 2023, we initiated a plan within our IPS segment pursuant to which we intend to wind down manufacturing and discontinue the sale of legacy products offered through our Penguin Edge business by approximately the end of calendar 2024. In connection therewith, we performed a quantitative assessment of the fair value of goodwill using an income approach with assumptions that are considered Level 3 measurements and concluded that the carrying value of the Penguin Edge reporting unit goodwill exceeded its fair value. The fair value of the Penguin Edge reporting unit was determined primarily by discounting estimated future cash flows, which were determined based on revenue and expense assumptions over the next two years, at a weighted-average cost of capital of 14.5%. As a result, we recorded aggregate charges of $19.1 million in 2023 to impair the carrying value of Penguin Edge goodwill. We concluded that long-lived assets other than goodwill, primarily consisting of customer relationship intangible assets, had fair values in excess of their carrying amounts and, accordingly, recorded no impairments of such assets. These assets will continue to be amortized over their remaining useful lives through the date of our anticipated completion of wind-down activities. At each reporting date through the end of the wind-down period, we will reassess the estimated remaining cash flows of the Penguin Edge business. We currently anticipate that the remaining goodwill of the Penguin Edge reporting unit of $16.1 million as of the end of the first quarter of 2024 may become further impaired in future periods. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 3 Months Ended |
Dec. 01, 2023 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses As of December 1, August 25, Accounts payable (1) $ 181,791 $ 134,980 Salaries, wages and benefits 19,666 27,665 Income and other taxes 13,317 13,370 Other 4,308 6,020 $ 219,082 $ 182,035 (1) Includes accounts payable for property and equipment of $1.7 million and $5.2 million as of December 1, 2023 and August 25, 2023, respectively. |
Debt
Debt | 3 Months Ended |
Dec. 01, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of December 1, August 25, Amended 2027 TLA $ 531,019 $ 544,943 2029 Notes 147,034 146,886 2026 Notes 98,757 98,609 776,810 790,438 Less current debt (28,511) (35,618) Long-term debt $ 748,299 $ 754,820 Credit Facility As of December 1, 2023, there was $537.2 million of principal amount outstanding under the Amended 2027 TLA, unamortized issuance costs were $6.2 million and the effective interest rate was 8.51%. As of December 1, 2023, there were no amounts outstanding under the 2027 Revolver and unamortized issuance costs were $2.9 million. Convertible Senior Notes Convertible Senior Notes Exchange On January 18, 2023, SGH entered into separate, privately negotiated exchange agreements with a limited number of holders of its 2.25% Convertible Senior Notes due 2026 (the “2026 Notes”) to exchange $150.0 million principal amount of the 2026 Notes for (i) $150.0 million in aggregate principal amount of new 2.00% Convertible Senior Notes due 2029 (the “2029 Notes”) and (ii) an aggregate of $15.6 million in cash, with such cash payment representing $14.1 million of premium paid for the 2026 Notes in excess of par value and $1.5 million of accrued and unpaid interest on the 2026 Notes (collectively, the “Exchange Transactions”). The 2029 Notes were issued pursuant to, and are governed by, an indenture (the “2029 Indenture”), dated as of January 23, 2023, between the Company and U.S. Bank Trust Company, National Association, as trustee. Transactions involving contemporaneous exchanges between the same debtor and creditor in connection with the issuance of a new debt obligation and satisfaction of an existing debt obligation are accounted for as debt extinguishments if the debt instruments have substantially different terms. An exchange is deemed to have substantially different terms if: • The present value of the remaining cash flows of the old instrument differs by more than 10% of the present value of the cash flows of the new instrument, or • The change in the fair value of the conversion option immediately before and after the exchange is greater than 10% of the carrying value of the debt instrument immediately prior to the exchange. We concluded that the exchanged 2026 Notes and the 2029 Notes had substantially different terms and, accordingly, accounted for the Exchange Transactions as the extinguishment of the 2026 Notes and the issuance of the 2029 Notes. As a result, we recognized an extinguishment loss in the second quarter of 2023, included in other non-operating expense, of $16.7 million consisting of $14.1 million of premium paid to extinguish the 2026 Notes and $2.5 million for the write-off of unamortized issuance costs. Convertible Senior Notes Interest Unamortized debt discount and issuance costs are amortized over the terms of our 2026 Notes and 2029 Notes using the effective interest method. As of December 1, 2023 and August 25, 2023, the effective interest rate for our 2026 Notes was 2.83%. As of December 1, 2023 and August 25, 2023, the effective interest rate for our 2029 Notes was 2.40%. Aggregate interest expense for our convertible notes consisted of contractual stated interest and amortization of discount and issuance costs and included the following: Three Months Ended December 1, November 25, Contractual stated interest $ 1,400 $ 1,391 Amortization of discount and issuance costs 297 337 $ 1,697 $ 1,728 As of August 26, 2022, the carrying amount of the equity components of the 2026 Notes, which was included in additional paid-in capital, was $50.8 million. As of the beginning of 2023, we adopted ASU 2020-06. In connection therewith, we reclassified $32.2 million from additional paid-in-capital to long-term debt and $18.6 million from additional paid-in-capital to retained earnings. See “Recently Adopted Accounting Standards.” Maturities of Debt As of December 1, 2023, maturities of debt were as follows: Remainder of 2024 $ 21,633 2025 28,844 2026 128,844 2027 457,904 2028 — 2029 and thereafter 150,000 Less unamortized discount and issuance costs (10,415) $ 776,810 |
Leases
Leases | 3 Months Ended |
Dec. 01, 2023 | |
Leases [Abstract] | |
Leases | Leases We have operating leases through which we utilize facilities, offices and equipment in our manufacturing operations, research and development activities and selling, general and administrative functions. Sublease income was not significant in any period presented. The components of operating lease expense were as follows: Three Months Ended December 1, November 25, Fixed lease cost $ 3,505 $ 4,611 Variable lease cost 449 384 Short-term lease cost 639 499 $ 4,593 $ 5,494 Cash flows used for operating activities in the first quarter of 2024 and 2023 included payments for operating leases of $2.5 million and $2.5 million, respectively. Acquisitions of right-of-use assets were $9.4 million in the first quarter of 2023. As of December 1, 2023 and August 25, 2023, the weighted-average remaining lease term for our operating leases was 10.5 years and the weighted-average discount rate was 6.0%. Certain of our operating leases include one or more options to extend the lease term for periods from two As of December 1, 2023, minimum payments of lease liabilities were as follows: Remainder of 2024 $ 9,994 2025 11,252 2026 9,921 2027 7,678 2028 7,901 2029 and thereafter 54,395 101,141 Less imputed interest (27,586) Present value of total lease liabilities $ 73,555 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Dec. 01, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Product Warranty and Indemnities We generally provide a limited warranty that our products are in compliance with applicable specifications existing at the time of delivery. Under our standard terms and conditions of sale, liability for certain failures of product during a stated warranty period is usually limited to repair or replacement of defective items or return of amounts paid for such items. Our warranty obligations are not material. We are party to a number of agreements in which we have agreed to defend, indemnify and hold harmless our customers and suppliers from damages and costs, which may arise from product defects as well as from any alleged infringement by our products of third-party patents, trademarks or other proprietary rights. We believe our internal development processes and other policies and practices limit our exposure related to such indemnities. Maximum potential future payments cannot be estimated because many of these agreements do not have a maximum stated liability. However, to date, we have not had to reimburse any of our customers or suppliers for any losses related to these indemnities. We have not recorded any liability for such indemnities. Contingencies From time to time, we may be involved in legal matters that arise in the normal course of business. Litigation in general, and intellectual property, employment and shareholder litigation in particular, can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict. 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 | 3 Months Ended |
Dec. 01, 2023 | |
Equity [Abstract] | |
Equity | Equity SGH Shareholders’ Equity Share Repurchase Authorization On April 4, 2022, our Board of Directors approved a $75.0 million share repurchase authorization, under which we may repurchase our outstanding ordinary shares from time to time through open market purchases, privately-negotiated transactions or otherwise. The share repurchase authorization has no expiration date but may be suspended or terminated by the Board of Directors at any time. In the first quarter of 2024 and 2023, we repurchased 825 thousand and 182 thousand shares for $12.1 million and $2.8 million, respectively, under the repurchase authorization. As of December 1, 2023, $4.5 million of this authorization remained available for the repurchase of our ordinary shares. On January 8, 2024, the Audit Committee of the Board of Directors approved an additional $75.0 million share repurchase authorization, under which we may repurchase our outstanding ordinary shares from time to time through open market purchases, privately-negotiated transactions or otherwise. The share repurchase authorization has no expiration date but may be suspended or terminated by the Audit Committee at any time and does not obligate the Company to acquire any amount of ordinary shares. Other Share Repurchases Ordinary shares withheld as payment of withholding taxes and exercise prices in connection with the vesting or exercise of equity awards are treated as ordinary share repurchases. In the first quarter of 2024 and 2023, we repurchased 75 thousand and 143 thousand ordinary shares as payment of withholding taxes for $1.1 million and $1.9 million, respectively. Accumulated Other Comprehensive Income (Loss) Changes in accumulated other comprehensive income (loss) by component in the first quarter of 2024 were as follows: Cumulative Translation Adjustment Gains (Losses) on Investments Total As of August 25, 2023 $ (205,969) $ 5 $ (205,964) Other comprehensive income (loss) before reclassifications (6,142) 12 (6,130) Reclassifications out of accumulated other comprehensive income 212,397 — 212,397 Other comprehensive income (loss) 206,255 12 206,267 As of December 1, 2023 $ 286 $ 17 $ 303 In connection with our divestiture of an 81% interest in SMART Brazil, we reclassified $212.4 million of cumulative translation adjustment related to SMART Brazil from other accumulated comprehensive income to results of operations in the first quarter of 2024. See “Divestiture of SMART Brazil.” |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Dec. 01, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements As of December 1, 2023 As of August 25, 2023 Fair Carrying Fair Carrying Assets: Derivative financial instruments $ 3,721 $ 3,721 $ — $ — Liabilities: Amended 2027 TLA $ 537,226 $ 531,019 $ 551,648 $ 544,943 2029 Notes 148,649 147,034 195,426 146,886 2026 Notes 105,714 98,757 131,864 98,609 The deferred cash adjustment resulting from the divestiture of an 81% interest in SMART Brazil is accounted for as a derivative financial instrument and is revalued at the end of each reporting period. The fair value as of December 1, 2023, as measured on a recurring basis, was based on Level 2 measurements, including market-based observable inputs of interest rates and credit-risk spreads. |
Equity Plans
Equity Plans | 3 Months Ended |
Dec. 01, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Plans | Equity Plans As of December 1, 2023, 7.3 million of our ordinary shares were available for future awards under our equity plans. The disclosures related to our restricted awards, share options and employee share purchase plan include both our continuing and discontinued operations. Restricted Share Awards and Restricted Share Units Awards (“Restricted Awards”) Aggregate Restricted Award activity was as follows: Three Months Ended December 1, November 25, Awards granted 419 1,010 Weighted-average grant date fair value per share $ 30.49 $ 19.51 Aggregate vesting date fair value of shares vested $ 8,733 $ 8,949 As of December 1, 2023, total unrecognized compensation costs for unvested Restricted Awards was $79.0 million, which was expected to be recognized over a weighted-average period of 2.3 years. Share Options As of December 1, 2023, total aggregate unrecognized compensation costs for unvested options was $0.8 million, which was expected to be recognized over a weighted-average period of 0.7 years. Employee Share Purchase Plan (“ESPP”) Under our ESPP, employees purchased 298 thousand ordinary shares for $3.3 million in the first quarter of 2024 and 265 thousand shares for $2.9 million in the first quarter of 2023. Share-Based Compensation Expense Share-based compensation expense for our continuing operations was as follows: Three Months Ended December 1, November 25, Share-based compensation expense by caption: Cost of sales $ 1,815 $ 1,642 Research and development 1,597 1,556 Selling, general and administrative 7,558 6,783 $ 10,970 $ 9,981 Income tax benefits for share-based awards were $1.8 million in the first quarter of 2024 and 2023. |
Revenue and Customer Contract B
Revenue and Customer Contract Balances | 3 Months Ended |
Dec. 01, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue and Customer Contract Balances | Revenue and Customer Contract Balances Net Sales and Gross Billings We provide certain logistics services on an agent basis, whereby we procure materials and services on behalf of our customers and then resell such materials and services to our customers. Our materials logistics business includes procurement, logistics, inventory management, temporary warehousing, kitting and/or packaging services. While we take title to inventory under such arrangements, control of such inventory does not transfer to us as we do not, at any point, have the ability to direct the use, and thereby obtain the benefits of, the inventory. Gross amounts invoiced to customers in connection with these agent services include amounts related to the services performed by us in addition to the cost of the materials and services procured. However, only the amount related to the agent component is recognized as revenue in our results of operations. We generally recognize revenue for these procurement, logistics and inventory management services upon the completion of such services, which typically occurs at the time of shipment of product to the customer. The cost of materials and services invoiced to our customers under these arrangements, but not recognized as revenue or cost of sales in our results of operations, were as follows: Three Months Ended December 1, November 25, Cost of materials and services invoiced in connection with logistics services $ 108,969 $ 377,751 Customer Contract Balances As of December 1, August 25, Contract assets (1) $ 2,391 $ — Contract liabilities: (2) Deferred revenue $ 59,082 $ 69,326 Customer advances 4,124 5,565 $ 63,206 $ 74,891 (1) Contract assets are included in other current and noncurrent assets. (2) Contract liabilities are included in other current and noncurrent liabilities based on the timing of when our customer is expected to take control of the asset or receive the benefit of the service. Contract assets represent amounts recognized as revenue for which we do not have the unconditional right to consideration. Deferred revenue represents amounts received from customers in advance of satisfying performance obligations. As of December 1, 2023, we expect to recognize revenue of $39.1 million of the $59.1 million balance in the next 12 months and the remaining amount thereafter. In the first quarter of 2024, we recognized revenue of $23.9 million from satisfying performance obligations related to amounts included in deferred revenue as of August 25, 2023. Deferred revenue includes $7.3 million and $10.9 million as of December 1, 2023 and August 25, 2023, respectively, related to contracts that contain termination rights. Customer advances represent amounts received from customers for advance payments to secure product. In the first quarter of 2024, we recognized revenue of $1.0 million from satisfying performance obligations related to amounts included in customer advances as of August 25, 2023. As of December 1, 2023 and August 25, 2023, other current liabilities included $14.2 million and $12.5 million, respectively, for estimates of consideration payable to customers, including estimates for pricing adjustments and returns. |
Other Operating (Income) Expens
Other Operating (Income) Expense | 3 Months Ended |
Dec. 01, 2023 | |
Other Income and Expenses [Abstract] | |
Other Operating (Income) Expense | Other Operating (Income) Expense In 2024 and 2023, we initiated plans that included workforce reductions and the elimination of certain projects across our businesses. In connection therewith, we recorded restructure charges of $2.9 million and $1.8 million in the first quarter of 2024 and 2023, respectively, primarily for employee severance costs and other benefits. We anticipate that these activities will continue into future quarters and anticipate recording additional restructure charges. As of December 1, 2023, $2.3 million remained unpaid, which is expected to be paid in 2024. |
Other Non-operating (Income) Ex
Other Non-operating (Income) Expense | 3 Months Ended |
Dec. 01, 2023 | |
Nonoperating Income (Expense) [Abstract] | |
Other Non-operating (Income) Expense | Other Non-operating (Income) Expense Three Months Ended December 1, November 25, Loss (gain) on extinguishment of debt $ — $ (767) Loss (gain) from changes in foreign currency exchange rates (546) (520) Loss (gain) on disposition of assets 45 (41) Other (75) (34) $ (576) $ (1,362) |
Income Taxes
Income Taxes | 3 Months Ended |
Dec. 01, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Three Months Ended December 1, November 25, Income (loss) before taxes $ (7,678) $ 7,715 Income tax provision (benefit) 3,534 11,322 Income taxes include 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. We have historically determined our interim income tax provision (benefit) by applying the annual estimated effective income tax rate expected to be applicable for the full fiscal year to the income (loss) before taxes for jurisdictions which are subject to income tax. In determining the full year estimate, we do not include the impact of unusual and/or infrequent items, which may cause significant variations in the customary relationship between income tax provision (benefit) and income (loss) before taxes. Accordingly, the interim effective tax rate may not be reflective of the annual estimated effective tax rate. Additionally, our income tax provision (benefit) is subject to volatility and could be impacted by changes in our geographic earnings, non-deductible share-based compensation and certain tax credits. Determining the consolidated income tax provision (benefit), income tax liabilities and deferred tax assets and liabilities involves judgment. We calculate and provide for income taxes in each of the tax jurisdictions in which we operate, which involves estimating current tax exposures as well as making judgments regarding the recoverability of deferred tax assets in 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 | 3 Months Ended |
Dec. 01, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Three Months Ended December 1, November 25, Net income (loss) from continuing operations $ (11,773) $ (3,939) Net income (loss) from discontinued operations (8,148) 8,931 Net income (loss) attributable to SGH – Basic and Diluted $ (19,921) $ 4,992 Weighted-average shares outstanding – Basic 52,068 48,962 Dilutive effect of equity plans and convertible notes — — Weighted-average shares outstanding – Diluted 52,068 48,962 Basic earnings (loss) per share: Continuing operations $ (0.23) $ (0.08) Discontinued operations (0.15) 0.18 $ (0.38) $ 0.10 Diluted earnings (loss) per share: Continuing operations $ (0.23) $ (0.08) Discontinued operations (0.15) 0.18 $ (0.38) $ 0.10 Below are unweighted potentially dilutive shares that were not included in the computation of diluted earnings per share because to do so would have been antidilutive: Three Months Ended December 1, November 25, Equity plans 6,060 8,432 Stratus Technologies contingently issuable shares — 1,715 6,060 10,147 |
Segment and Other Information
Segment and Other Information | 3 Months Ended |
Dec. 01, 2023 | |
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. We have the following three business units, which are our reportable segments: • Memory Solutions : Our Memory Solutions group, under our SMART Modular brand, provides high performance and reliable memory solutions through the design, development and advanced packaging of leading-edge to extended lifecycle products. These specialty products are tailored to meet customer-specific requirements across networking and communications, enterprise storage and computing, including server applications and other vertical markets. These products are marketed to original equipment manufacturers and to commercial and government customers. The Memory Solutions group also offers SMART Supply Chain Services, which provides customized, integrated supply chain services to enable our customers to better manage supply chain planning and execution, reduce costs and increase productivity. • Intelligent Platform Solutions : Our IPS group, under our Penguin Solutions and Stratus Technologies brands, offers specialized platform solutions and services for high-performance computing, artificial intelligence, machine learning, advanced modeling and the internet of things that span the continuum of edge, core and cloud. Our solutions are designed specifically for customers across multiple markets, including government, hyperscale, energy, financial services, health care, education and others. • LED Solutions : Our LED Solutions group, under our CreeLED brand, offers a broad portfolio of application-optimized LEDs focused on improving lumen density, intensity, efficacy, optical control and/or 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. Segments are determined based on sources of revenue, types of customers and operating performance. There are no differences between the accounting policies for our segment reporting and our consolidated results of operations. Operating expenses directly associated with the activities of a specific segment are charged to that segment. Certain other indirect operating income and expenses are generally allocated to segments based on their respective percentage of net sales. We do not identify (other than goodwill) or report internally our assets nor allocate certain expenses and amortization, interest, other non-operating (income) expense or taxes to segments. Three Months Ended December 1, November 25, Net sales: Memory Solutions $ 85,668 $ 118,286 Intelligent Platform Solutions 118,824 210,971 LED Solutions 69,755 62,540 Total net sales $ 274,247 $ 391,797 Segment operating income: Memory Solutions $ 7,195 $ 19,039 Intelligent Platform Solutions 17,901 32,985 LED Solutions 1,583 (636) Total segment operating income 26,679 51,388 Unallocated: Share-based compensation expense (10,970) (9,981) Amortization of acquisition-related intangibles (10,008) (10,858) Flow through of inventory step up — (2,599) Cost of sales-related restructure (668) — Acquisition and integration expenses (789) (6,732) Change in fair value of contingent consideration — (3,700) Restructure charge (2,939) (1,771) Other — (900) Total unallocated (25,374) (36,541) Consolidated operating income (loss) $ 1,305 $ 14,847 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 01, 2023 | Nov. 25, 2022 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (19,921) | $ 4,992 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 01, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Dec. 01, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements include the accounts of SMART Global Holdings, Inc. and its consolidated subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) consistent in all material respects with those applied in our Annual Report on Form 10-K for the fiscal year ended August 25, 2023 and the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of our management, the accompanying unaudited consolidated financial statements contain all necessary adjustments, consisting of a normal recurring nature, to fairly state the financial information set forth herein. These consolidated interim financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the fiscal year ended August 25, 2023. Presentation of SMART Brazil as Discontinued Operations : On June 13, 2023, we entered into an agreement to divest of an 81% interest in SMART Modular Technologies do Brasil – Indústria e Comercio de Componentes Ltda. (“SMART Brazil”). We concluded that, as of August 25, 2023, (i) the net assets of SMART Brazil met the criteria for classification as held for sale and (ii) the proposed sale represented a strategic shift that was expected to have a major effect on our operations and financial results. On November 29, 2023, we completed the divestiture. The balance sheets, results of operations and cash flows of SMART Brazil have been presented as discontinued operations for all periods presented. SMART Brazil was previously included within our Memory Solutions segment. See “Divestiture of SMART Brazil.” Unless otherwise noted, amounts and discussion within these notes to the consolidated financial statements relate to our continuing operations. Prior period comparative information has been conformed to current period presentation for continuing operations. Reclassifications : Certain reclassifications have been made to prior period amounts to conform to current period presentation. Fiscal Year : Our fiscal year is the 52- or 53-week period ending on the last Friday in August. Fiscal year 2024 and 2023 contain 53 weeks and 52 weeks, respectively. All period references are to our fiscal periods unless otherwise indicated. Financial information for our subsidiaries in Brazil was included in our consolidated financial statements on a one-month lag because their fiscal years ended on July 31 of each year. In connection with the completion of the divestiture of an 81% interest in SMART Brazil, we ceased consolidating the operations of SMART Brazil in our financial statements as of the November 29, 2023 disposal date. As a result, financial information for SMART Brazil in the first quarter of 2024 includes the four-month period from August 1, 2023 to November 29, 2023. |
Recently Adopted and Issued Accounting Standards | Recently Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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, and requires an entity to use the if-converted method in the diluted earnings per share calculation for convertible instruments. This ASU was effective for us in the first quarter of 2023 and permitted the use of either the modified retrospective or fully retrospective method of transition. We adopted ASU 2020-06 in the first quarter of 2023 under the modified retrospective method. Upon adoption, the previously separated equity component and associated issuance costs for our 2.25% convertible senior notes due 2026 were reclassified from additional paid-in capital to long-term debt, thereby eliminating future amortization of the debt discount as interest expense. The following table summarizes the effects of adopting ASU 2020-06: Ending Adoption of Beginning Long-term debt $ 575,682 $ 32,183 $ 607,865 Additional paid-in capital 448,112 (50,822) 397,290 Retained earnings 251,344 18,639 269,983 Recently Issued Accounting Standards In December 2023, the FASB issued ASU 2023-07 – Segment Reporting (Topic 280): Improvements to Segment Reporting Disclosures , which will require an entity to provide more detailed information about its reportable segment expenses that are included within management’s measurement of profit and loss and will require certain annual disclosures to be provided on an interim basis. The amendments in this ASU are effective for us in 2025 for annual reporting and in 2026 for interim reporting, with early adoption permitted beginning in 2024, and is required to be applied using the full retrospective method of transition. We are evaluating the timing and effects of adoption of this ASU on the Company’s segment disclosures. |
Divestiture of SMART Brazil (Ta
Divestiture of SMART Brazil (Tables) | 3 Months Ended |
Dec. 01, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Noncash or Part Noncash Divestitures | Consideration : The following is a summary of total consideration in exchange for the sale of an 81% interest in SMART Brazil: Cash received at closing (1) $ 164,487 Post-closing adjustment for net cash and net working capital (2) 451 Deferred payment (3) 25,433 Deferred cash adjustment (4) 3,721 Total consideration $ 194,092 (1) Includes $26.8 million of cash received at closing for an estimated amount of net cash and an estimated net working capital amount (in excess of a minimum target amount) as of the closing. (2) Represents the post-closing adjustment for net cash and net working capital, which is expected to be received in the second or third quarter of 2024 upon completion of the review of the final net cash and final working capital amounts. The post closing adjustment is included in other current assets in the accompanying consolidated balance sheet. (3) Represents the fair value of the deferred payment, comprised of a notional amount of $28.4 million, discounted at 7.5% and due May 2025. The deferred payment is included in other noncurrent assets in the accompanying consolidated balance sheet. (4) Represents the fair value of the deferred cash adjustment, comprised of a notional amount of $4.8 million, discounted at 7.5%, equal to 19% of the amount of SMART Brazil’s net cash as of the closing (as calculated pursuant to the Brazil Purchase Agreement). The deferred cash adjustment is accounted for as a derivative financial instrument, is due at the time of exercise of the Put/Call Option and is included in other noncurrent assets in the accompanying consolidated balance sheet. |
Disposal Groups, Including Discontinued Operations | Assets and liabilities of SMART Brazil as of the November 29, 2023 disposal date and as of August 25, 2023 were as follows: As of November 29, August 25, Cash and cash equivalents $ 40,927 $ 44,501 Accounts receivable, net 16,482 17,055 Inventories 26,103 25,877 Other current assets 17,800 17,732 Total current assets 101,312 105,165 Property and equipment, net 66,870 58,321 Operating lease right-of-use assets 6,912 5,213 Goodwill 19,856 20,668 Other noncurrent assets 27,490 34,243 Total assets 222,440 223,610 Impairment of SMART Brazil assets (153,036) (153,036) Total assets, net of impairment $ 69,404 $ 70,574 Accounts payable and accrued expenses $ 20,576 $ 25,867 Current debt 3,872 4,006 Other current liabilities 1,023 1,030 Total current liabilities 25,471 30,903 Long-term debt 11,938 13,689 Noncurrent operating lease liabilities 5,686 4,614 Noncurrent deferred tax liabilities 28,564 28,564 Other noncurrent liabilities 93 $ — Total liabilities $ 71,752 $ 77,770 Net assets of discontinued operations $ (2,348) $ (7,196) Reported as: Current assets of discontinued operations $ 70,574 Current liabilities of discontinued operations 77,770 Net assets of discontinued operations $ (7,196) The following table presents the results of operations for SMART Brazil: Three Months Ended December 1, November 25, Net sales $ 55,159 $ 73,681 Cost of sales 50,560 67,369 Gross profit 4,599 6,312 Operating expenses: Research and development 157 (16) Selling, general and administrative 5,421 3,314 Other operating (income) expense 64 270 Total operating expenses 5,642 3,568 Operating income (loss) (1,043) 2,744 Non-operating (income) expense: Loss from divestiture of 81% interest in SMART Brazil 10,888 — Interest (income) expense, net (1,262) (457) Other non-operating (income) expense 138 702 Total non-operating (income) expense 9,764 245 Income (loss) before taxes (10,807) 2,499 Income tax provision (benefit) (2,659) (6,432) Net income (loss) from discontinued operations $ (8,148) $ 8,931 The following table presents the calculation of the loss from the divestiture of an 81% interest in SMART Brazil: Proceeds, less costs to sell and other expenses: Consideration $ 194,092 Costs to sell and other expenses (4,150) 189,942 Basis in 81% interest in SMART Brazil: Net assets of SMART Brazil 145,194 Cumulative translation adjustment (1) 212,397 357,591 Gain on revalue of 19% Retained Interest in SMART Brazil (2) 3,725 Pre-tax loss on divestiture of 81% interest in SMART Brazil 163,924 Income tax provision 26,580 Loss on divestiture of 81% interest in SMART Brazil $ 190,504 (1) The sale of an 81% interest in SMART Brazil resulted in the de-consolidation of SMART Brazil and, accordingly, the release of the related cumulative translation adjustment. Included in the basis calculation above is the balance of cumulative translation adjustment for SMART Brazil as of the closing. The release of the cumulative translation adjustment is included in net income (loss) from discontinued operations in the accompanying consolidated statement of operations. (2) In connection with the transaction, we revalued our 19% Retained Interest in SMART Brazil based on the implied value for 100% of SMART Brazil, adjusted for lack of control premium. As of the end of the first quarter of 2024, the carrying value of our remaining 19% interest in SMART Brazil was $37.8 million. Recognition Periods : The loss from the divestiture of an 81% interest in SMART Brazil was recognized as follows: Three Months Ended December 1, August 25, Total Pre-tax loss on divestiture of 81% interest in SMART Brazil $ 10,888 $ 153,036 $ 163,924 Income tax provision (benefit) (1,984) 28,564 26,580 Loss on divestiture of 81% interest in SMART Brazil $ 8,904 $ 181,600 $ 190,504 |
Recently Adopted Accounting S_2
Recently Adopted Accounting Standards (Tables) | 3 Months Ended |
Dec. 01, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Standards Update and Change in Accounting Principle | The following table summarizes the effects of adopting ASU 2020-06: Ending Adoption of Beginning Long-term debt $ 575,682 $ 32,183 $ 607,865 Additional paid-in capital 448,112 (50,822) 397,290 Retained earnings 251,344 18,639 269,983 |
Business Acquisition (Tables)
Business Acquisition (Tables) | 3 Months Ended |
Dec. 01, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Purchase Price | The purchase price for Stratus Technologies was as follows: Cash $ 225,000 Additional payment for net working capital adjustment (1) 17,246 Fair value of Stratus Earnout 20,800 $ 263,046 (1) Includes $14.4 million paid at closing and $2.8 million paid in the second quarter of 2023 upon completion of the review of the working capital assets acquired and liabilities assumed. |
Summary of Assets Acquired and Liabilities Assumed at the Acquisition Date | The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed as follows: Cash and cash equivalents $ 29,174 Accounts receivable 26,685 Inventories 10,890 Other current assets 6,536 Property and equipment 7,292 Operating lease right-of-use assets 9,216 Intangible assets 123,700 Goodwill 125,929 Other noncurrent assets 11,661 Accounts payable and accrued expenses (32,656) Other current liabilities (36,723) Noncurrent operating lease liabilities (7,067) Other noncurrent liabilities (11,591) Total net assets acquired $ 263,046 |
Summary of Intangible Assets | The fair values and useful lives of identifiable intangible assets were as follows: Amount Estimated useful life (in years) Technology $ 82,000 5 Customer relationships 27,800 8 Trademarks/trade names 10,000 9 In-process research and development 3,900 N/A $ 123,700 |
Cash and Investments (Tables)
Cash and Investments (Tables) | 3 Months Ended |
Dec. 01, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Fair Value, Assets Measured on Recurring and Nonrecurring Basis | Cash, cash equivalents and investments were as follows: As of December 1, 2023 As of Cash and Cash Equivalents Short-term Investments Cash and Cash Equivalents Short-term Investments Cash and cash equivalents $ 443,245 $ — $ 321,937 $ — Level 1: Money market funds 70,814 — 43,626 — U.S. Treasury securities — 24,385 — 25,251 Level 2: Time deposits 15,000 — — — $ 529,059 $ 24,385 $ 365,563 $ 25,251 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Dec. 01, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | As of December 1, August 25, Raw materials $ 97,853 $ 90,085 Work in process 57,192 24,485 Finished goods 53,396 60,407 $ 208,441 $ 174,977 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Dec. 01, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | As of December 1, August 25, Equipment $ 87,528 $ 86,429 Buildings and building improvements 67,683 69,325 Furniture, fixtures and software 43,082 44,121 Land 16,126 16,126 214,419 216,001 Accumulated depreciation (102,091) (97,267) $ 112,328 $ 118,734 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 3 Months Ended |
Dec. 01, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill by Segment | As of December 1, 2023 As of August 25, 2023 Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization Intangible assets: Technology $ 141,491 $ (40,698) $ 141,201 $ (34,569) Customer relationships 72,500 (36,996) 72,500 (33,990) Trademarks/trade names 28,300 (14,314) 28,300 (13,257) $ 242,291 $ (92,008) $ 242,001 $ (81,816) Goodwill by segment: Intelligent Platform Solutions $ 147,238 $ 147,238 Memory Solutions 14,720 14,720 $ 161,958 $ 161,958 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 3 Months Ended |
Dec. 01, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | As of December 1, August 25, Accounts payable (1) $ 181,791 $ 134,980 Salaries, wages and benefits 19,666 27,665 Income and other taxes 13,317 13,370 Other 4,308 6,020 $ 219,082 $ 182,035 (1) Includes accounts payable for property and equipment of $1.7 million and $5.2 million as of December 1, 2023 and August 25, 2023, respectively. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Dec. 01, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | As of December 1, August 25, Amended 2027 TLA $ 531,019 $ 544,943 2029 Notes 147,034 146,886 2026 Notes 98,757 98,609 776,810 790,438 Less current debt (28,511) (35,618) Long-term debt $ 748,299 $ 754,820 |
Interest Income and Interest Expense Disclosure | Aggregate interest expense for our convertible notes consisted of contractual stated interest and amortization of discount and issuance costs and included the following: Three Months Ended December 1, November 25, Contractual stated interest $ 1,400 $ 1,391 Amortization of discount and issuance costs 297 337 $ 1,697 $ 1,728 |
Summary of Maturities of Debt | As of December 1, 2023, maturities of debt were as follows: Remainder of 2024 $ 21,633 2025 28,844 2026 128,844 2027 457,904 2028 — 2029 and thereafter 150,000 Less unamortized discount and issuance costs (10,415) $ 776,810 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Dec. 01, 2023 | |
Leases [Abstract] | |
Summary of Components of Operating Lease Expense | The components of operating lease expense were as follows: Three Months Ended December 1, November 25, Fixed lease cost $ 3,505 $ 4,611 Variable lease cost 449 384 Short-term lease cost 639 499 $ 4,593 $ 5,494 |
Schedule of Minimum Payments of Lease Liabilities | of December 1, 2023, minimum payments of lease liabilities were as follows: Remainder of 2024 $ 9,994 2025 11,252 2026 9,921 2027 7,678 2028 7,901 2029 and thereafter 54,395 101,141 Less imputed interest (27,586) Present value of total lease liabilities $ 73,555 |
Equity (Tables)
Equity (Tables) | 3 Months Ended |
Dec. 01, 2023 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Changes in accumulated other comprehensive income (loss) by component in the first quarter of 2024 were as follows: Cumulative Translation Adjustment Gains (Losses) on Investments Total As of August 25, 2023 $ (205,969) $ 5 $ (205,964) Other comprehensive income (loss) before reclassifications (6,142) 12 (6,130) Reclassifications out of accumulated other comprehensive income 212,397 — 212,397 Other comprehensive income (loss) 206,255 12 206,267 As of December 1, 2023 $ 286 $ 17 $ 303 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Dec. 01, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurements of Other Assets and Liabilities | As of December 1, 2023 As of August 25, 2023 Fair Carrying Fair Carrying Assets: Derivative financial instruments $ 3,721 $ 3,721 $ — $ — Liabilities: Amended 2027 TLA $ 537,226 $ 531,019 $ 551,648 $ 544,943 2029 Notes 148,649 147,034 195,426 146,886 2026 Notes 105,714 98,757 131,864 98,609 |
Equity Plans (Tables)
Equity Plans (Tables) | 3 Months Ended |
Dec. 01, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Aggregate Restricted Award Activity and Assumptions | Aggregate Restricted Award activity was as follows: Three Months Ended December 1, November 25, Awards granted 419 1,010 Weighted-average grant date fair value per share $ 30.49 $ 19.51 Aggregate vesting date fair value of shares vested $ 8,733 $ 8,949 |
Schedule of Share Based Compensation Expense Allocation | Three Months Ended December 1, November 25, Share-based compensation expense by caption: Cost of sales $ 1,815 $ 1,642 Research and development 1,597 1,556 Selling, general and administrative 7,558 6,783 $ 10,970 $ 9,981 |
Revenue and Customer Contract_2
Revenue and Customer Contract Balances (Tables) | 3 Months Ended |
Dec. 01, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Net Sales by Products and Services and Gross Amounts Billed for Services | The cost of materials and services invoiced to our customers under these arrangements, but not recognized as revenue or cost of sales in our results of operations, were as follows: Three Months Ended December 1, November 25, Cost of materials and services invoiced in connection with logistics services $ 108,969 $ 377,751 |
Summary of Customer Contract Balances | As of December 1, August 25, Contract assets (1) $ 2,391 $ — Contract liabilities: (2) Deferred revenue $ 59,082 $ 69,326 Customer advances 4,124 5,565 $ 63,206 $ 74,891 (1) Contract assets are included in other current and noncurrent assets. (2) Contract liabilities are included in other current and noncurrent liabilities based on the timing of when our customer is expected to take control of the asset or receive the benefit of the service. |
Other Non-operating (Income) _2
Other Non-operating (Income) Expense (Tables) | 3 Months Ended |
Dec. 01, 2023 | |
Nonoperating Income (Expense) [Abstract] | |
Schedule of Other Non-operating (Income) Expense | Three Months Ended December 1, November 25, Loss (gain) on extinguishment of debt $ — $ (767) Loss (gain) from changes in foreign currency exchange rates (546) (520) Loss (gain) on disposition of assets 45 (41) Other (75) (34) $ (576) $ (1,362) |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Dec. 01, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) before Income Taxes and Components of Income Tax Provision (Benefit) | Three Months Ended December 1, November 25, Income (loss) before taxes $ (7,678) $ 7,715 Income tax provision (benefit) 3,534 11,322 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Dec. 01, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | Three Months Ended December 1, November 25, Net income (loss) from continuing operations $ (11,773) $ (3,939) Net income (loss) from discontinued operations (8,148) 8,931 Net income (loss) attributable to SGH – Basic and Diluted $ (19,921) $ 4,992 Weighted-average shares outstanding – Basic 52,068 48,962 Dilutive effect of equity plans and convertible notes — — Weighted-average shares outstanding – Diluted 52,068 48,962 Basic earnings (loss) per share: Continuing operations $ (0.23) $ (0.08) Discontinued operations (0.15) 0.18 $ (0.38) $ 0.10 Diluted earnings (loss) per share: Continuing operations $ (0.23) $ (0.08) Discontinued operations (0.15) 0.18 $ (0.38) $ 0.10 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Below are unweighted potentially dilutive shares that were not included in the computation of diluted earnings per share because to do so would have been antidilutive: Three Months Ended December 1, November 25, Equity plans 6,060 8,432 Stratus Technologies contingently issuable shares — 1,715 6,060 10,147 |
Segment and Other Information (
Segment and Other Information (Tables) | 3 Months Ended |
Dec. 01, 2023 | |
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 identify (other than goodwill) or report internally our assets nor allocate certain expenses and amortization, interest, other non-operating (income) expense or taxes to segments. Three Months Ended December 1, November 25, Net sales: Memory Solutions $ 85,668 $ 118,286 Intelligent Platform Solutions 118,824 210,971 LED Solutions 69,755 62,540 Total net sales $ 274,247 $ 391,797 Segment operating income: Memory Solutions $ 7,195 $ 19,039 Intelligent Platform Solutions 17,901 32,985 LED Solutions 1,583 (636) Total segment operating income 26,679 51,388 Unallocated: Share-based compensation expense (10,970) (9,981) Amortization of acquisition-related intangibles (10,008) (10,858) Flow through of inventory step up — (2,599) Cost of sales-related restructure (668) — Acquisition and integration expenses (789) (6,732) Change in fair value of contingent consideration — (3,700) Restructure charge (2,939) (1,771) Other — (900) Total unallocated (25,374) (36,541) Consolidated operating income (loss) $ 1,305 $ 14,847 |
Significant Accounting Polici_3
Significant Accounting Policies - Additional Information (Details) | Nov. 29, 2023 | Jun. 13, 2023 |
Significant Accounting Policies [Line Items] | ||
Stock repurchase agreement, ownership rights, percentage | 1 | |
SMART Modular Technologies | ||
Significant Accounting Policies [Line Items] | ||
Stock repurchase agreement, ownership rights, percentage | 0.19 | |
SMART Modular Technologies | Lexar Europe B.V. | ||
Significant Accounting Policies [Line Items] | ||
Stock repurchase agreement, ownership rights, percentage | 0.81 | 0.81 |
Divestiture of SMART Brazil - N
Divestiture of SMART Brazil - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Aug. 25, 2023 USD ($) | Nov. 29, 2023 USD ($) | Jun. 13, 2023 | |
Disposal Groups, Including Discontinued Operations [Line Items] | |||
Stock repurchase agreement, ownership rights, percentage | 1 | ||
Discontinued Operations, Disposed of by Sale | |||
Disposal Groups, Including Discontinued Operations [Line Items] | |||
Impairment charge related to proposed divestiture of SMART Brazil | $ 153,000 | ||
Noncurrent deferred tax liabilities | 28,564 | $ 28,564 | |
SMART Modular Technologies | |||
Disposal Groups, Including Discontinued Operations [Line Items] | |||
Stock repurchase agreement, ownership rights, percentage | 0.19 | ||
SMART Modular Technologies | |||
Disposal Groups, Including Discontinued Operations [Line Items] | |||
Total enterprise value | $ 205,000 | ||
Net income ratio | 7.5 | ||
Foreign currency translation gains (losses) | (206,300) | ||
SMART Modular Technologies | Discontinued Operations, Disposed of by Sale | |||
Disposal Groups, Including Discontinued Operations [Line Items] | |||
Noncurrent deferred tax liabilities | $ 28,600 | ||
Lexar Europe B.V. | SMART Modular Technologies | |||
Disposal Groups, Including Discontinued Operations [Line Items] | |||
Stock repurchase agreement, ownership rights, percentage | 0.81 | 0.81 | |
Lexar Europe B.V. | SMART Modular Technologies | |||
Disposal Groups, Including Discontinued Operations [Line Items] | |||
Total enterprise value, percentage | 1 |
Divestiture of SMART Brazil - T
Divestiture of SMART Brazil - Total Consideration (Details) $ in Thousands | Nov. 29, 2023 USD ($) | Jun. 13, 2023 |
Disposal Groups, Including Discontinued Operations [Line Items] | ||
Proceeds from divestiture of interest in consolidated subsidiaries, net cash and working capital | $ 26,800 | |
Deferred payment | $ 28,400 | |
Deferred payment, discount rate | 7.50% | |
Deferred net cash adjustment, nominal amount | $ 4,800 | |
Stock repurchase agreement, ownership rights, percentage | 1 | |
SMART Modular Technologies | ||
Disposal Groups, Including Discontinued Operations [Line Items] | ||
Stock repurchase agreement, ownership rights, percentage | 0.19 | |
SMART Modular Technologies | Lexar Europe B.V. | ||
Disposal Groups, Including Discontinued Operations [Line Items] | ||
Stock repurchase agreement, ownership rights, percentage | 0.81 | 0.81 |
SMART Modular Technologies | ||
Disposal Groups, Including Discontinued Operations [Line Items] | ||
Noncash or part noncash divestiture, amount of consideration received, deferred net cash adjustment, discount rate | 7.50% | |
SMART Modular Technologies | Discontinued Operations, Disposed of by Sale | ||
Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash received at closing | $ 164,487 | |
Post-closing adjustment for net cash and net working capital | 451 | |
Deferred payment | 25,433 | |
Deferred cash adjustment | $ 3,721 |
Divestiture of SMART Brazil - A
Divestiture of SMART Brazil - Assets and Liabilities of Brazil Operations (Details) - Discontinued Operations, Disposed of by Sale - USD ($) $ in Thousands | Nov. 29, 2023 | Aug. 25, 2023 |
Disposal Group, Including Discontinued Operation, Balance Sheet Disclosures [Abstract] | ||
Cash and cash equivalents | $ 40,927 | $ 44,501 |
Accounts receivable, net | 16,482 | 17,055 |
Inventories | 26,103 | 25,877 |
Other current assets | 17,800 | 17,732 |
Total current assets | 101,312 | 105,165 |
Property and equipment, net | 66,870 | 58,321 |
Operating lease right-of-use assets | 6,912 | 5,213 |
Goodwill | 19,856 | 20,668 |
Other noncurrent assets | 27,490 | 34,243 |
Total assets | 222,440 | 223,610 |
Impairment of SMART Brazil assets | (153,036) | (153,036) |
Total assets, net of impairment | 69,404 | 70,574 |
Accounts payable and accrued expenses | 20,576 | 25,867 |
Current debt | 3,872 | 4,006 |
Other current liabilities | 1,023 | 1,030 |
Total current liabilities | 25,471 | 30,903 |
Long-term debt | 11,938 | 13,689 |
Noncurrent operating lease liabilities | 5,686 | 4,614 |
Noncurrent deferred tax liabilities | 28,564 | 28,564 |
Other noncurrent liabilities | 93 | 0 |
Total liabilities | 71,752 | 77,770 |
Net assets of discontinued operations | $ (2,348) | $ (7,196) |
Divestiture of SMART Brazil - R
Divestiture of SMART Brazil - Results of out SMART Brazil operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 01, 2023 | Nov. 25, 2022 | |
Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net income (loss) from discontinued operations | $ (8,148) | $ 8,931 |
Discontinued Operations, Disposed of by Sale | ||
Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net sales | 55,159 | 73,681 |
Cost of sales | 50,560 | 67,369 |
Gross profit | 4,599 | 6,312 |
Research and development | 157 | (16) |
Selling, general and administrative | 5,421 | 3,314 |
Other operating (income) expense | 64 | 270 |
Total operating expenses | 5,642 | 3,568 |
Operating income (loss) | (1,043) | 2,744 |
Loss from divestiture of 81% interest in SMART Brazil | 10,888 | 0 |
Interest (income) expense, net | (1,262) | (457) |
Other non-operating (income) expense | 138 | 702 |
Total non-operating (income) expense | 9,764 | 245 |
Income (loss) before taxes | (10,807) | 2,499 |
Income tax provision (benefit) | (2,659) | (6,432) |
Net income (loss) from discontinued operations | $ (8,148) | $ 8,931 |
Divestiture of SMART Brazil - L
Divestiture of SMART Brazil - Loss From Divestiture (Details) $ in Thousands | 3 Months Ended | |||
Nov. 29, 2023 USD ($) | Dec. 01, 2023 USD ($) | Aug. 25, 2023 USD ($) | Jun. 13, 2023 | |
Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Stock repurchase agreement, ownership rights, percentage | 1 | |||
Discontinued Operations, Disposed of by Sale | ||||
Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total consideration | $ 194,092 | |||
Costs to sell and other expenses | (4,150) | |||
Proceeds, less costs to sell and other expenses: | 189,942 | |||
Net assets of SMART Brazil | 145,194 | |||
Cumulative translation adjustment | 212,397 | |||
Assets net of cumulative translation adjustment | 357,591 | |||
Revaluation of 19% retained interest in SMART Brazil | 3,725 | |||
Pre-tax loss on divestiture of 81% interest in SMART Brazil | 163,924 | |||
Income tax provision (benefit) | (26,580) | |||
Loss from divestiture of 81% interest in SMART Brazil | 190,504 | |||
SMART Modular Technologies | ||||
Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Equity securities, FV-NI | 37,800 | |||
SMART Modular Technologies | Discontinued Operations, Disposed of by Sale | ||||
Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total consideration | 194,092 | |||
Pre-tax loss on divestiture of 81% interest in SMART Brazil | (163,924) | $ (10,888) | $ (153,036) | |
Income tax provision (benefit) | 26,580 | (1,984) | 28,564 | |
Loss from divestiture of 81% interest in SMART Brazil | $ (190,504) | $ (8,904) | $ (181,600) | |
SMART Modular Technologies | ||||
Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Stock repurchase agreement, ownership rights, percentage | 0.19 | |||
SMART Modular Technologies | Lexar Europe B.V. | ||||
Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Stock repurchase agreement, ownership rights, percentage | 0.81 | 0.81 |
Recently Adopted Accounting S_3
Recently Adopted Accounting Standards - Accounting Standards Update and Change in Accounting Principle (Details) - USD ($) $ in Thousands | Dec. 01, 2023 | Aug. 25, 2023 | Jan. 18, 2023 | Aug. 27, 2022 | Aug. 26, 2022 |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Long-term debt | $ 748,299 | $ 754,820 | |||
Additional paid-in capital | $ 397,290 | $ 448,112 | |||
Retained earnings | $ 62,536 | $ 82,457 | 269,983 | 251,344 | |
Cumulative Translation Adjustment | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Additional paid-in capital | (50,822) | ||||
Retained earnings | 18,639 | ||||
2.25% Convertible Senior Notes Due 2026 | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Note interest rate | 2.25% | ||||
Long-term debt | 607,865 | $ 575,682 | |||
2.25% Convertible Senior Notes Due 2026 | Cumulative Translation Adjustment | |||||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||||
Long-term debt | $ 32,183 |
Business Acquisition - Addition
Business Acquisition - Additional Information (Details) $ in Thousands | Aug. 29, 2022 USD ($) | Dec. 01, 2023 USD ($) | Aug. 25, 2023 USD ($) |
Business Acquisition [Line Items] | |||
Acquisition-related contingent consideration | $ 50,000 | $ 50,000 | |
Measurement Input, Price Volatility | Valuation Technique, Monte Carlo Simulation | |||
Business Acquisition [Line Items] | |||
Measurement input | 0.334 | ||
Measurement Input, Discount Rate | Valuation Technique, Monte Carlo Simulation | |||
Business Acquisition [Line Items] | |||
Measurement input | 0.073 | ||
Stratus Technologies | |||
Business Acquisition [Line Items] | |||
Payments to acquire businesses, gross | $ 225,000 | ||
Contingent consideration (up to) | 50,000 | ||
Acquisition-related contingent consideration | $ 50,000 | ||
Acquisition-related contingent consideration | $ 20,800 |
Business Acquisition - Schedule
Business Acquisition - Schedule of Purchase Price (Details) - Stratus Technologies - USD ($) $ in Thousands | Aug. 29, 2022 | Aug. 25, 2023 |
Business Acquisition [Line Items] | ||
Cash | $ 225,000 | |
Additional payment for net working capital adjustment | 17,246 | |
Change in fair value of contingent consideration | 20,800 | |
Total consideration | $ 263,046 | |
Assets acquired | $ 14,400 | |
Liabilities assumed | $ 2,800 |
Business Acquisition - Summary
Business Acquisition - Summary of Assets Acquired and Liabilities Assumed at the Acquisition Date (Details) - USD ($) $ in Thousands | Dec. 01, 2023 | Aug. 25, 2023 | Nov. 25, 2022 | Aug. 29, 2022 |
Business Acquisition [Line Items] | ||||
Intangible assets | $ 300 | $ 126,400 | ||
Goodwill | $ 161,958 | $ 161,958 | ||
Stratus Technologies | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 29,174 | |||
Accounts receivable | 26,685 | |||
Inventories | 10,890 | |||
Other current assets | 6,536 | |||
Property and equipment | 7,292 | |||
Operating lease right-of-use assets | 9,216 | |||
Intangible assets | 123,700 | |||
Goodwill | 125,929 | |||
Other noncurrent assets | 11,661 | |||
Accounts payable and accrued expenses | (32,656) | |||
Other current liabilities | (36,723) | |||
Noncurrent operating lease liabilities | (7,067) | |||
Other noncurrent liabilities | (11,591) | |||
Total net assets acquired | $ 263,046 |
Business Acquisition - Summar_2
Business Acquisition - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Aug. 29, 2022 | Dec. 01, 2023 | Nov. 25, 2022 | |
Business Acquisition [Line Items] | |||
Amount | $ 300 | $ 126,400 | |
Estimated useful life (in years) | 19 years | 6 years | |
Stratus Technologies | |||
Business Acquisition [Line Items] | |||
Amount | $ 123,700 | ||
Stratus Technologies | Technology | |||
Business Acquisition [Line Items] | |||
Amount | $ 82,000 | ||
Estimated useful life (in years) | 5 years | ||
Stratus Technologies | Customer relationships | |||
Business Acquisition [Line Items] | |||
Amount | $ 27,800 | ||
Estimated useful life (in years) | 8 years | ||
Stratus Technologies | Trademarks/trade names | |||
Business Acquisition [Line Items] | |||
Amount | $ 10,000 | ||
Estimated useful life (in years) | 9 years | ||
Stratus Technologies | In-process research and development | |||
Business Acquisition [Line Items] | |||
Amount | $ 3,900 |
Cash and Investments (Details)
Cash and Investments (Details) - USD ($) $ in Thousands | Dec. 01, 2023 | Aug. 25, 2023 |
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | $ 529,059 | $ 365,563 |
Short-term investments | 24,385 | 25,251 |
Level 2: | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | 15,000 | 0 |
Short-term investments | 0 | 0 |
Money market funds | Level 1: | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | 70,814 | 43,626 |
Short-term investments | 0 | 0 |
U.S. Treasury securities | Level 1: | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | 0 | 0 |
Short-term investments | 24,385 | 25,251 |
Cash and cash equivalents | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | 443,245 | 321,937 |
Short-term investments | $ 0 | $ 0 |
Accounts Receivable (Details)
Accounts Receivable (Details) | 3 Months Ended |
Dec. 01, 2023 USD ($) | |
Receivables [Abstract] | |
Trade accounts receivable, available-for-sale (up to) | $ 60,000,000 |
Trade accounts receivable, sale | $ 0 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 01, 2023 | Aug. 25, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 97,853 | $ 90,085 |
Work in process | 57,192 | 24,485 |
Finished goods | 53,396 | 60,407 |
Total inventories | $ 208,441 | $ 174,977 |
Inventories - Additional Inform
Inventories - Additional Information (Details) | Dec. 01, 2023 | Aug. 25, 2023 |
Inventory Disclosure [Abstract] | ||
Percentage of inventories | 8% | 8% |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 01, 2023 | Nov. 25, 2022 | Aug. 25, 2023 | |
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 214,419 | $ 216,001 | |
Accumulated depreciation | (102,091) | (97,267) | |
Net property and equipment | 112,328 | 118,734 | |
Depreciation expense | 7,500 | $ 6,100 | |
Equipment | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 87,528 | 86,429 | |
Buildings and building improvements | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 67,683 | 69,325 | |
Furniture, fixtures and software | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | 43,082 | 44,121 | |
Land | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 16,126 | $ 16,126 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Intangible Assets and Goodwill by Segment (Details) - USD ($) $ in Thousands | Dec. 01, 2023 | Aug. 25, 2023 |
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Amount | $ 242,291 | $ 242,001 |
Intangible assets, Accumulated Amortization | (92,008) | (81,816) |
Goodwill | 161,958 | 161,958 |
Intelligent Platform Solutions | ||
Finite Lived Intangible Assets [Line Items] | ||
Goodwill | 147,238 | 147,238 |
Memory Solutions | ||
Finite Lived Intangible Assets [Line Items] | ||
Goodwill | 14,720 | 14,720 |
Technology | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Amount | 141,491 | 141,201 |
Intangible assets, Accumulated Amortization | (40,698) | (34,569) |
Customer relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Amount | 72,500 | 72,500 |
Intangible assets, Accumulated Amortization | (36,996) | (33,990) |
Trademarks/trade names | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets, Gross Amount | 28,300 | 28,300 |
Intangible assets, Accumulated Amortization | $ (14,314) | $ (13,257) |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Additional Information (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 01, 2023 USD ($) | Nov. 25, 2022 USD ($) | Aug. 25, 2023 USD ($) | |
Finite Lived Intangible Assets [Line Items] | |||
Amount | $ 300 | $ 126,400 | |
Estimated useful life (in years) | 19 years | 6 years | |
Amortization of intangible assets | $ 10,200 | $ 10,900 | |
Finite-lived intangible assets, expected amortization remainder of fiscal year | 29,800 | ||
Finite-lived intangible assets, expected amortization for 2025 | 35,600 | ||
Finite-lived intangible assets, expected amortization for 2026 | 30,200 | ||
Finite-lived intangible assets, expected amortization for 2027 | 29,500 | ||
Finite-lived intangible assets, expected amortization for 2028 | 13,900 | ||
Finite-lived intangible asset, expected amortization, 2029 and after | $ 11,200 | ||
Penguin Edge | |||
Finite Lived Intangible Assets [Line Items] | |||
Weighted-average cost of capital | 0.145 | ||
Goodwill, impairment loss | $ 16,100 | $ 19,100 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 01, 2023 | Aug. 25, 2023 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 181,791 | $ 134,980 |
Salaries, wages and benefits | 19,666 | 27,665 |
Income and other taxes | 13,317 | 13,370 |
Other | 4,308 | 6,020 |
Total | 219,082 | 182,035 |
Accounts payable for property and equipment | $ 1,700 | $ 5,200 |
Debt - Summary of Long-Term Deb
Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 01, 2023 | Aug. 25, 2023 | Aug. 27, 2022 | Aug. 26, 2022 |
Debt Instrument [Line Items] | ||||
Debt | $ 776,810 | $ 790,438 | ||
Less current debt | (28,511) | (35,618) | ||
Long-term debt | 748,299 | 754,820 | ||
Amended 2027 TLA | ||||
Debt Instrument [Line Items] | ||||
Debt | 531,019 | 544,943 | ||
2029 Notes | ||||
Debt Instrument [Line Items] | ||||
Debt | 147,034 | 146,886 | ||
2026 Notes | ||||
Debt Instrument [Line Items] | ||||
Debt | $ 98,757 | $ 98,609 | ||
Long-term debt | $ 607,865 | $ 575,682 |
Debt - Credit Facility (Details
Debt - Credit Facility (Details) | Dec. 01, 2023 USD ($) |
Debt Instrument [Line Items] | |
Unamortized debt discounts and issuance costs | $ (10,415,000) |
Amended 2027 TLA | The Credit Facility Agreement | |
Debt Instrument [Line Items] | |
Debt instrument outstanding amount | 537,200,000 |
Unamortized debt discounts and issuance costs | $ (6,200,000) |
Debt instrument, effective interest rate | 8.51% |
Revolving Credit Facility | The Credit Facility Agreement | |
Debt Instrument [Line Items] | |
Debt instrument outstanding amount | $ 0 |
Unamortized debt issuance expense | $ 2,900,000 |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||||
Jan. 18, 2023 | Dec. 01, 2023 | Feb. 24, 2023 | Nov. 25, 2022 | Aug. 25, 2023 | Aug. 27, 2022 | Aug. 26, 2022 | |
Debt Instrument [Line Items] | |||||||
Convertible notes, cash payment | $ 15,600 | ||||||
Payment of premium for convertible notes in excess of par value | 14,100 | ||||||
Convertible notes, payment for accrued and unpaid interest | $ 1,500 | ||||||
Gain (loss) on extinguishment of debt | $ 0 | $ (16,700) | $ 767 | ||||
Long-term debt | 776,810 | $ 790,438 | |||||
Retained earnings | $ 62,536 | 82,457 | $ 269,983 | $ 251,344 | |||
Cumulative Translation Adjustment | |||||||
Debt Instrument [Line Items] | |||||||
Retained earnings | $ 18,639 | ||||||
Cumulative Translation Adjustment | Accounting Standards Update 2020-06 | |||||||
Debt Instrument [Line Items] | |||||||
Long-term debt | 32,200 | ||||||
Retained earnings | $ 18,600 | ||||||
2.25% Convertible Senior Notes Due 2026 | |||||||
Debt Instrument [Line Items] | |||||||
Note interest rate | 2.25% | ||||||
Debt instrument, face amount | $ 150,000 | ||||||
Payment of premium for convertible notes in excess of par value | 14,100 | ||||||
Write off of unamortized debt issuance cost | $ 2,500 | ||||||
Debt instrument, effective interest rate | 2.83% | 2.83% | |||||
Long-term debt | $ 98,757 | $ 98,609 | |||||
2.25% Convertible Senior Notes Due 2026 | Additional Paid-in Capital | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, carrying amount of equity component | $ 50,800 | ||||||
2.00% Convertible Senior Notes Due 2029 | |||||||
Debt Instrument [Line Items] | |||||||
Note interest rate | 2% | ||||||
Debt instrument, face amount | $ 150,000 | ||||||
Debt instrument, effective interest rate | 2.40% | 2.40% | |||||
Long-term debt | $ 147,034 | $ 146,886 |
Debt - Interest Expense Disclos
Debt - Interest Expense Disclosure (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 01, 2023 | Nov. 25, 2022 | |
Debt Instrument [Line Items] | ||
Amortization of debt discount and issuance costs | $ 1,042 | $ 1,069 |
Convertible Notes | ||
Debt Instrument [Line Items] | ||
Contractual stated interest | 1,400 | 1,391 |
Amortization of debt discount and issuance costs | 297 | 337 |
Total interest cost recognized | $ 1,697 | $ 1,728 |
Debt - Summary of Maturities of
Debt - Summary of Maturities of Debt (Details) - USD ($) $ in Thousands | Dec. 01, 2023 | Aug. 25, 2023 |
Debt Disclosure [Abstract] | ||
Remainder of 2024 | $ 21,633 | |
2025 | 28,844 | |
2026 | 128,844 | |
2027 | 457,904 | |
2028 | 0 | |
2029 and thereafter | 150,000 | |
Less unamortized discount and issuance costs | (10,415) | |
Debt | $ 776,810 | $ 790,438 |
Leases - Summary of Components
Leases - Summary of Components of Operating Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 01, 2023 | Nov. 25, 2022 | |
Leases [Abstract] | ||
Fixed lease cost | $ 3,505 | $ 4,611 |
Variable lease cost | 449 | 384 |
Short-term lease cost | 639 | 499 |
Total lease cost | $ 4,593 | $ 5,494 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Dec. 01, 2023 | Nov. 25, 2022 | Aug. 25, 2023 | |
Lessee Lease Description [Line Items] | |||
Operating lease payments | $ 2.5 | $ 2.5 | |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 9.4 | ||
Weighted-average remaining lease term for operating leases | 10 years 6 months | 10 years 6 months | |
Weighted-average discount rate for operating leases | 6% | ||
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 | Dec. 01, 2023 USD ($) |
Leases [Abstract] | |
Remainder of 2024 | $ 9,994 |
2025 | 11,252 |
2026 | 9,921 |
2027 | 7,678 |
2028 | 7,901 |
2029 and thereafter | 54,395 |
Total | 101,141 |
Less imputed interest | (27,586) |
Present value of total lease liabilities | $ 73,555 |
Equity - Additional Information
Equity - Additional Information (Details) shares in Thousands, $ in Thousands | 3 Months Ended | |||||
Dec. 01, 2023 USD ($) shares | Nov. 25, 2022 USD ($) shares | Jan. 08, 2024 USD ($) | Nov. 29, 2023 | Jun. 13, 2023 | Apr. 04, 2022 USD ($) | |
Class Of Stock [Line Items] | ||||||
Shares acquired, value | $ 13,130 | $ 4,659 | ||||
Stock repurchase agreement, ownership rights, percentage | 1 | |||||
Reclassifications out of accumulated other comprehensive income | 212,397 | |||||
Cumulative Translation Adjustment | ||||||
Class Of Stock [Line Items] | ||||||
Reclassifications out of accumulated other comprehensive income | 212,397 | |||||
SMART Modular Technologies | ||||||
Class Of Stock [Line Items] | ||||||
Stock repurchase agreement, ownership rights, percentage | 0.19 | |||||
SMART Modular Technologies | Lexar Europe B.V. | ||||||
Class Of Stock [Line Items] | ||||||
Stock repurchase agreement, ownership rights, percentage | 0.81 | 0.81 | ||||
Share Repurchase Authorization | ||||||
Class Of Stock [Line Items] | ||||||
Stock repurchase program, authorized amount | $ 4,500 | $ 75,000 | ||||
Repurchase of ordinary shares (in shares) | shares | 825 | 182 | ||||
Shares acquired, value | $ 12,100 | $ 2,800 | ||||
Share Repurchase Authorization | Subsequent Event | ||||||
Class Of Stock [Line Items] | ||||||
Stock repurchase program, authorized amount | $ 75,000 | |||||
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. | Exchange Transaction | ||||||
Class Of Stock [Line Items] | ||||||
Repurchase of ordinary shares (in shares) | shares | 75 | |||||
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 | ||||||
Class Of Stock [Line Items] | ||||||
Repurchase of ordinary shares (in shares) | shares | 75 | 143 | ||||
Shares acquired, value | $ 1,100 | $ 1,900 |
Equity - Schedule of Accumulate
Equity - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) $ in Thousands | 3 Months Ended |
Dec. 01, 2023 USD ($) | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |
Beginning balance | $ 229,233 |
Components of Other Comprehensive Income (Loss): | |
Other comprehensive income (loss) before reclassifications | (6,130) |
Reclassifications out of accumulated other comprehensive income | 212,397 |
Other comprehensive income (loss) | 206,267 |
Ending balance | 416,009 |
AOCI Including Portion Attributable to Noncontrolling Interest | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |
Beginning balance | (205,964) |
Components of Other Comprehensive Income (Loss): | |
Ending balance | 303 |
Cumulative Translation Adjustment | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |
Beginning balance | (205,969) |
Components of Other Comprehensive Income (Loss): | |
Other comprehensive income (loss) before reclassifications | (6,142) |
Reclassifications out of accumulated other comprehensive income | 212,397 |
Other comprehensive income (loss) | 206,255 |
Ending balance | 286 |
Gains (Losses) on Investments | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |
Beginning balance | 5 |
Components of Other Comprehensive Income (Loss): | |
Other comprehensive income (loss) before reclassifications | 12 |
Reclassifications out of accumulated other comprehensive income | 0 |
Other comprehensive income (loss) | 12 |
Ending balance | $ 17 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Measurements of Other Assets and Liabilities (Details) - Level 2: - USD ($) $ in Thousands | Dec. 01, 2023 | Aug. 25, 2023 |
Fair Value | Derivative financial instruments | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative financial instrument asset | $ 3,721 | $ 0 |
Fair Value | Amended 2027 TLA | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt instruments fair value | 537,226 | 551,648 |
Fair Value | 2029 Notes | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt instruments fair value | 148,649 | 195,426 |
Fair Value | 2026 Notes | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt instruments fair value | 105,714 | 131,864 |
Carrying Value | Derivative financial instruments | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Derivative financial instrument asset | 3,721 | 0 |
Carrying Value | Amended 2027 TLA | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt instruments fair value | 531,019 | 544,943 |
Carrying Value | 2029 Notes | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt instruments fair value | 147,034 | 146,886 |
Carrying Value | 2026 Notes | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Debt instruments fair value | $ 98,757 | $ 98,609 |
Equity Plans - Additional Infor
Equity Plans - Additional Information (Details) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | |
Dec. 01, 2023 | Nov. 25, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Ordinary shares, available for issuance (in shares) | 7,300 | |
Unrecognized compensation costs related to awards | $ 0.8 | |
Unrecognized compensation costs recognition period | 8 months 12 days | |
Income tax benefits for share-based awards | $ 1.8 | $ 1.8 |
Employee Stock Purchase Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share issued under purchase plan (in shares) | 298 | 265 |
Share issued under purchase plan | $ 3.3 | $ 2.9 |
Restricted Awards | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Unrecognized compensation costs related to awards | $ 79 | |
Unrecognized compensation costs recognition period | 2 years 3 months 18 days |
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 | |
Dec. 01, 2023 | Nov. 25, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Awards granted (in shares) | 419 | 1,010 |
Weighted average grant-date fair value per share (in usd per share) | $ 30.49 | $ 19.51 |
Aggregate vesting date fair value of shares vested | $ 8,733 | $ 8,949 |
Equity Plans - Summary of Share
Equity Plans - Summary of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 01, 2023 | Nov. 25, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation expense | $ 10,970 | $ 9,981 |
Cost of sales | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation expense | 1,815 | 1,642 |
Research and development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation expense | 1,597 | 1,556 |
Selling, general and administrative | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation expense | $ 7,558 | $ 6,783 |
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 | |
Dec. 01, 2023 | Nov. 25, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Cost of materials and services invoiced in connection with logistics services | $ 108,969 | $ 377,751 |
Revenue and Customer Contract_4
Revenue and Customer Contract Balances - Summary of Customer Contract Balances (Details) - USD ($) $ in Thousands | Dec. 01, 2023 | Aug. 25, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 2,391 | $ 0 |
Contract liabilities: | ||
Deferred revenue | 59,082 | 69,326 |
Customer advances | 4,124 | 5,565 |
Contract liabilities | $ 63,206 | $ 74,891 |
Revenue and Customer Contract_5
Revenue and Customer Contract Balances - Additional information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 01, 2023 | Aug. 25, 2023 | |
Disaggregation Of Revenue [Line Items] | ||
Expected revenue recognized on remaining performance obligations | $ 59.1 | |
Termination fees | 7.3 | $ 10.9 |
Revenue recognized | 23.9 | |
Estimates of consideration payable to customers, including estimates for pricing adjustments and returns | 14.2 | $ 12.5 |
Customer Advances | ||
Disaggregation Of Revenue [Line Items] | ||
Revenue recognized | 1 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-12-02 | ||
Disaggregation Of Revenue [Line Items] | ||
Expected revenue recognized on remaining performance obligations | $ 39.1 | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
Other Operating (Income) Expe_2
Other Operating (Income) Expense - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Dec. 01, 2023 | Nov. 25, 2022 | |
Other Income and Expenses [Abstract] | ||
Restructure charge | $ 2.9 | $ 1.8 |
Restructuring costs payable | $ 2.3 |
Other Non-operating (Income) _3
Other Non-operating (Income) Expense - Schedule of Other Non-operating (Income) Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Dec. 01, 2023 | Feb. 24, 2023 | Nov. 25, 2022 | |
Nonoperating Income (Expense) [Abstract] | |||
Loss (gain) on extinguishment of debt | $ 0 | $ 16,700 | $ (767) |
Loss (gain) from changes in foreign currency exchange rates | (546) | (520) | |
Loss (gain) on disposition of assets | 45 | (41) | |
Other | (75) | (34) | |
Other non-operating (income) expense | $ (576) | $ (1,362) |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income (Loss) before Income Taxes and Components of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 01, 2023 | Nov. 25, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income (loss) before taxes | $ (7,678) | $ 7,715 |
Income tax provision (benefit) | $ 3,534 | $ 11,322 |
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 | |
Dec. 01, 2023 | Nov. 25, 2022 | |
Earnings Per Share [Abstract] | ||
Net income (loss) from continuing operations | $ (11,773) | $ (3,939) |
Net income (loss) from discontinued operations | (8,148) | 8,931 |
Net income (loss) attributable to SGH – diluted | (19,921) | 4,992 |
Net income (loss) attributable to SGH – basic | $ (19,921) | $ 4,992 |
Weighted-average shares outstanding – Basic (in shares) | 52,068 | 48,962 |
Dilutive effect of equity plans and convertible notes (in shares) | 0 | 0 |
Weighted-average shares outstanding – Diluted (in shares) | 52,068 | 48,962 |
Basic earnings (loss) per share: | ||
Continuing Operations (in usd per share) | $ (0.23) | $ (0.08) |
Discontinued Operations (in usd per share) | (0.15) | 0.18 |
Basic (in usd per share) | (0.38) | 0.10 |
Diluted earnings (loss) per share: | ||
Continuing Operations (in usd per share) | (0.23) | (0.08) |
Discontinued Operations (in usd per share) | (0.15) | 0.18 |
Diluted (in usd per share) | $ (0.38) | $ 0.10 |
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 | |
Dec. 01, 2023 | Nov. 25, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,060 | 10,147 |
Equity plans | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,060 | 8,432 |
Stratus Technologies contingently issuable shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 0 | 1,715 |
Segment and Other Information -
Segment and Other Information - Additional Information (Details) | 3 Months Ended |
Dec. 01, 2023 businessUnit | |
Segment Reporting [Abstract] | |
Number of business units | 3 |
Segment and Other Information_2
Segment and Other Information - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Dec. 01, 2023 | Nov. 25, 2022 | |
Segment Reporting Information [Line Items] | ||
Total net sales | $ 274,247 | $ 391,797 |
Total segment operating income | 1,305 | 14,847 |
Share-based compensation expense | (10,970) | (9,981) |
Amortization of acquisition-related intangibles | (10,200) | (10,900) |
Change in fair value of contingent consideration | 0 | (3,700) |
Restructure charge | (2,900) | (1,800) |
Total unallocated | (81,545) | (97,251) |
Unallocated: | ||
Segment Reporting Information [Line Items] | ||
Share-based compensation expense | (10,970) | (9,981) |
Amortization of acquisition-related intangibles | (10,008) | (10,858) |
Flow through of inventory step up | 0 | (2,599) |
Cost of sales-related restructure | (668) | 0 |
Acquisition and integration expenses | (789) | (6,732) |
Change in fair value of contingent consideration | 0 | (3,700) |
Restructure charge | (2,939) | (1,771) |
Other | 0 | (900) |
Total unallocated | (25,374) | (36,541) |
Operating Segments | ||
Segment Reporting Information [Line Items] | ||
Total net sales | 274,247 | 391,797 |
Total segment operating income | 26,679 | 51,388 |
Operating Segments | Memory Solutions | ||
Segment Reporting Information [Line Items] | ||
Total net sales | 85,668 | 118,286 |
Total segment operating income | 7,195 | 19,039 |
Operating Segments | Intelligent Platform Solutions | ||
Segment Reporting Information [Line Items] | ||
Total net sales | 118,824 | 210,971 |
Total segment operating income | 17,901 | 32,985 |
Operating Segments | LED Solutions | ||
Segment Reporting Information [Line Items] | ||
Total net sales | 69,755 | 62,540 |
Total segment operating income | $ 1,583 | $ (636) |