Cover Page
Cover Page - shares | 9 Months Ended | |
May 31, 2024 | Jul. 01, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | May 31, 2024 | |
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, $0.03 par value per share | |
Trading Symbol | SGH | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 52,914,787 | |
Entity Central Index Key | 0001616533 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --08-30 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | May 31, 2024 | Aug. 25, 2023 |
Assets | ||
Cash and cash equivalents | $ 453,791 | $ 365,563 |
Short-term investments | 13,746 | 25,251 |
Accounts receivable, net | 211,842 | 219,247 |
Inventories | 177,299 | 174,977 |
Other current assets | 85,649 | 51,790 |
Current assets of discontinued operations | 0 | 70,574 |
Total current assets | 942,327 | 907,402 |
Property and equipment, net | 107,646 | 118,734 |
Operating lease right-of-use assets | 61,729 | 68,444 |
Intangible assets, net | 131,380 | 160,185 |
Goodwill | 161,958 | 161,958 |
Deferred tax assets | 77,903 | 74,085 |
Other noncurrent assets | 63,190 | 15,150 |
Total assets | 1,546,133 | 1,505,958 |
Liabilities and Equity | ||
Accounts payable and accrued expenses | 230,646 | 182,035 |
Current debt | 0 | 35,618 |
Deferred revenue | 88,719 | 48,096 |
Acquisition-related contingent consideration | 0 | 50,000 |
Other current liabilities | 31,777 | 32,731 |
Current liabilities of discontinued operations | 0 | 77,770 |
Total current liabilities | 351,142 | 426,250 |
Long-term debt | 667,042 | 754,820 |
Noncurrent operating lease liabilities | 62,054 | 66,407 |
Other noncurrent liabilities | 35,374 | 29,248 |
Total liabilities | 1,115,612 | 1,276,725 |
Commitments and contingencies | ||
SMART Global Holdings shareholders’ equity: | ||
Ordinary shares, $0.03 par value; authorized 200,000 shares; 59,676 shares issued and 52,865 outstanding as of May 31, 2024; 57,542 shares issued and 51,901 outstanding as of August 25, 2023 | 1,790 | 1,726 |
Additional paid-in capital | 517,548 | 476,703 |
Retained earnings | 54,532 | 82,457 |
Treasury shares, 6,811 and 5,641 shares held as of May 31, 2024 and August 25, 2023, respectively | (150,438) | (132,447) |
Accumulated other comprehensive income (loss) | 17 | (205,964) |
Total SGH shareholders’ equity | 423,449 | 222,475 |
Noncontrolling interest in subsidiary | 7,072 | 6,758 |
Total equity | 430,521 | 229,233 |
Total liabilities and equity | $ 1,546,133 | $ 1,505,958 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | May 31, 2024 | 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) | 59,676 | 57,542 |
Ordinary shares, outstanding (in shares) | 52,865 | 51,901 |
Treasury shares (in shares) | 6,811 | 5,641 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2024 | May 26, 2023 | May 31, 2024 | May 26, 2023 | |
Total net sales | $ 300,580 | $ 344,418 | $ 859,648 | $ 1,124,592 |
Total cost of sales | 211,674 | 243,938 | 605,958 | 801,006 |
Gross profit | 88,906 | 100,480 | 253,690 | 323,586 |
Operating expenses: | ||||
Research and development | 19,681 | 20,338 | 61,596 | 69,682 |
Selling, general and administrative | 57,249 | 67,914 | 175,851 | 195,696 |
Impairment of goodwill | 0 | 0 | 0 | 17,558 |
Change in fair value of contingent consideration | 0 | 14,800 | 0 | 24,900 |
Other operating (income) expense | 465 | (186) | 6,739 | 5,366 |
Total operating expenses | 77,395 | 102,866 | 244,186 | 313,202 |
Operating income (loss) | 11,511 | (2,386) | 9,504 | 10,384 |
Non-operating (income) expense: | ||||
Interest expense, net | 6,167 | 9,314 | 22,975 | 27,238 |
Other non-operating (income) expense | 441 | 354 | 113 | 12,299 |
Total non-operating (income) expense | 6,608 | 9,668 | 23,088 | 39,537 |
Income (loss) before taxes | 4,903 | (12,054) | (13,584) | (29,153) |
Income tax provision (benefit) | (1,323) | 7,216 | 4,409 | 26,687 |
Net income (loss) from continuing operations | 6,226 | (19,270) | (17,993) | (55,840) |
Net income (loss) from discontinued operations | 0 | (4,807) | (8,148) | 10,301 |
Net income (loss) | 6,226 | (24,077) | (26,141) | (45,539) |
Net income attributable to noncontrolling interest | 610 | 378 | 1,784 | 1,143 |
Net income (loss) attributable to SGH | $ 5,616 | $ (24,455) | $ (27,925) | $ (46,682) |
Basic earnings (loss) per share: | ||||
Continuing Operations (in usd per share) | $ 0.11 | $ (0.40) | $ (0.38) | $ (1.16) |
Discontinued Operations (in usd per share) | 0 | (0.10) | (0.15) | 0.21 |
Basic (in usd per share) | 0.11 | (0.50) | (0.53) | (0.95) |
Diluted earnings (loss) per share: | ||||
Continuing Operations (in usd per share) | 0.10 | (0.40) | (0.38) | (1.16) |
Discontinued Operations (in usd per share) | 0 | (0.10) | (0.15) | 0.21 |
Diluted (in usd per share) | $ 0.10 | $ (0.50) | $ (0.53) | $ (0.95) |
Shares used in per share calculations: | ||||
Basic (in shares) | 52,570 | 49,380 | 52,219 | 49,152 |
Diluted (in shares) | 54,283 | 49,380 | 52,219 | 49,152 |
Products | ||||
Total net sales | $ 233,105 | $ 286,753 | $ 674,992 | $ 936,313 |
Total cost of sales | 182,517 | 219,226 | 525,819 | 726,227 |
Services | ||||
Total net sales | 67,475 | 57,665 | 184,656 | 188,279 |
Total cost of sales | $ 29,157 | $ 24,712 | $ 80,139 | $ 74,779 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2024 | May 26, 2023 | May 31, 2024 | May 26, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 6,226 | $ (24,077) | $ (26,141) | $ (45,539) |
Other comprehensive income (loss), net of tax: | ||||
Cumulative translation adjustment | 0 | 3,165 | (6,352) | 7,278 |
Cumulative translation adjustment reclassified to net income (loss) | (76) | 0 | 212,321 | 0 |
Gains (losses) on derivative instruments | 0 | 4 | 0 | 0 |
Gains (losses) on investments | (13) | 3 | 12 | (8) |
Comprehensive income (loss) | 6,137 | (20,905) | 179,840 | (38,269) |
Comprehensive income attributable to noncontrolling interest | 610 | 378 | 1,784 | 1,143 |
Comprehensive income (loss) attributable to SGH | $ 5,527 | $ (21,283) | $ 178,056 | $ (39,412) |
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. 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) | (45,539) | |||||||||||
Common stock, ending balance (in shares) at May. 26, 2023 | 55,159 | |||||||||||
Ending balance at May. 26, 2023 | 324,166 | $ 1,655 | 432,185 | 223,301 | (124,659) | (214,385) | 318,097 | 6,069 | ||||
Common stock, beginning balance (in shares) at Nov. 25, 2022 | 53,940 | |||||||||||
Beginning 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] | ||||||||||||
Net income (loss) | (26,786) | (27,219) | (27,219) | 433 | ||||||||
Other comprehensive income (loss) | 6,093 | 6,093 | 6,093 | |||||||||
Shares issued under equity plans (in shares) | 443 | |||||||||||
Shares issued under equity plans | 308 | $ 13 | 295 | 308 | ||||||||
Repurchase of ordinary shares | (11,564) | (11,564) | (11,564) | |||||||||
Purchase of Capped Calls | (15,090) | (15,090) | (15,090) | |||||||||
Settlement of Capped Calls | 10,786 | 10,786 | 10,786 | |||||||||
Share-based compensation expense | 10,395 | 10,395 | 10,395 | |||||||||
Distribution to noncontrolling interest | (2,009) | (2,009) | ||||||||||
Common stock, ending balance (in shares) at Feb. 24, 2023 | 54,383 | |||||||||||
Ending balance at Feb. 24, 2023 | 331,520 | $ 1,631 | 417,998 | 247,756 | (123,999) | (217,557) | 325,829 | 5,691 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | (24,077) | (24,455) | (24,455) | 378 | ||||||||
Other comprehensive income (loss) | 3,172 | 3,172 | 3,172 | |||||||||
Shares issued under equity plans (in shares) | 776 | |||||||||||
Shares issued under equity plans | 4,180 | $ 24 | 4,156 | 4,180 | ||||||||
Repurchase of ordinary shares | (660) | (660) | (660) | |||||||||
Share-based compensation expense | 10,031 | 10,031 | 10,031 | |||||||||
Common stock, ending balance (in shares) at May. 26, 2023 | 55,159 | |||||||||||
Ending balance at May. 26, 2023 | $ 324,166 | $ 1,655 | 432,185 | 223,301 | (124,659) | (214,385) | 318,097 | 6,069 | ||||
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 | 58,447 | |||||||||||
Ending balance at Dec. 01, 2023 | $ 416,009 | $ 1,753 | 491,145 | 62,536 | (145,577) | 303 | 410,160 | 5,849 | ||||
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] | ||||||||||||
Other comprehensive income (loss) | 206,300 | |||||||||||
Common stock, ending balance (in shares) at Mar. 01, 2024 | 58,972 | |||||||||||
Ending balance at Mar. 01, 2024 | $ 411,504 | $ 1,769 | 502,560 | 48,916 | (148,309) | 106 | 405,042 | 6,462 | ||||
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) | $ (26,141) | |||||||||||
Common stock, ending balance (in shares) at May. 31, 2024 | 52,865 | 59,676 | ||||||||||
Ending balance at May. 31, 2024 | $ 430,521 | $ 1,790 | 517,548 | 54,532 | (150,438) | 17 | 423,449 | 7,072 | ||||
Common stock, beginning balance (in shares) at Dec. 01, 2023 | 58,447 | |||||||||||
Beginning balance at Dec. 01, 2023 | 416,009 | $ 1,753 | 491,145 | 62,536 | (145,577) | 303 | 410,160 | 5,849 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | (13,007) | (13,620) | (13,620) | 613 | ||||||||
Other comprehensive income (loss) | (197) | (197) | (197) | |||||||||
Shares issued under equity plans (in shares) | 525 | |||||||||||
Shares issued under equity plans | 792 | $ 16 | 776 | 792 | ||||||||
Repurchase of ordinary shares | (2,732) | (2,732) | (2,732) | |||||||||
Share-based compensation expense | 10,639 | 10,639 | 10,639 | |||||||||
Common stock, ending balance (in shares) at Mar. 01, 2024 | 58,972 | |||||||||||
Ending balance at Mar. 01, 2024 | 411,504 | $ 1,769 | 502,560 | 48,916 | (148,309) | 106 | 405,042 | 6,462 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net income (loss) | 6,226 | 5,616 | 5,616 | 610 | ||||||||
Other comprehensive income (loss) | (89) | (89) | (89) | |||||||||
Shares issued under equity plans (in shares) | 704 | |||||||||||
Shares issued under equity plans | 3,817 | $ 21 | 3,796 | 3,817 | ||||||||
Repurchase of ordinary shares | (2,129) | (2,129) | (2,129) | |||||||||
Share-based compensation expense | $ 11,192 | 11,192 | 11,192 | |||||||||
Common stock, ending balance (in shares) at May. 31, 2024 | 52,865 | 59,676 | ||||||||||
Ending balance at May. 31, 2024 | $ 430,521 | $ 1,790 | $ 517,548 | $ 54,532 | $ (150,438) | $ 17 | $ 423,449 | $ 7,072 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
May 31, 2024 | May 26, 2023 | |
Cash flows from operating activities | ||
Net income (loss) | $ (26,141) | $ (45,539) |
Net income (loss) from discontinued operations | (8,148) | 10,301 |
Net income (loss) from continuing operations | (17,993) | (55,840) |
Adjustments to reconcile net loss from continuing operations to net cash provided by (used for) operating activities: | ||
Depreciation expense and amortization of intangible assets | 50,335 | 52,802 |
Amortization of debt discount and issuance costs | 2,827 | 3,054 |
Share-based compensation expense | 32,801 | 29,654 |
Impairment of goodwill | 0 | 17,558 |
Change in fair value of contingent consideration | 0 | 24,900 |
Loss (gain) on extinguishment or prepayment of debt | 1,117 | 15,924 |
Deferred income taxes, net | (3,646) | 1,625 |
Other | (2,772) | 3,307 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 7,406 | 159,508 |
Inventories | (2,321) | 66,653 |
Other assets | (5,703) | 7,057 |
Accounts payable and accrued expenses and other liabilities | 84,626 | (226,357) |
Payment of acquisition-related contingent consideration | (29,000) | (73,724) |
Net cash provided by operating activities from continuing operations | 117,677 | 26,121 |
Net cash provided by (used for) operating activities from discontinued operations | (28,336) | 41,467 |
Net cash provided by operating activities | 89,341 | 67,588 |
Cash flows from investing activities | ||
Capital expenditures and deposits on equipment | (13,629) | (31,674) |
Proceeds from maturities of investment securities | 31,870 | 0 |
Purchases of held-to-maturity investment securities | (20,503) | 0 |
Acquisition of business, net of cash acquired | 0 | (213,073) |
Other | (1,264) | 670 |
Net cash used for investing activities from continuing operations | (3,526) | (244,077) |
Net cash provided by (used for) investing activities from discontinued operations | 119,389 | (5,745) |
Net cash provided by (used for) investing activities | 115,863 | (249,822) |
Cash flows from financing activities | ||
Proceeds from debt | 0 | 295,287 |
Proceeds from issuance of ordinary shares | 8,064 | 8,430 |
Payment of acquisition-related contingent consideration | (21,000) | (28,100) |
Payments to acquire ordinary shares | (17,991) | (16,883) |
Repayments of debt | (126,634) | (14,422) |
Payment of premium in connection with convertible note exchange | 0 | (14,141) |
Net cash paid for settlement and purchase of Capped Calls | 0 | (4,304) |
Distribution to noncontrolling interest | (1,470) | (2,009) |
Other | (584) | (5,765) |
Net cash provided by (used for) financing activities from continuing operations | (159,615) | 218,093 |
Net cash used for financing activities from discontinued operations | (606) | (379) |
Net cash provided by (used for) financing activities | (160,221) | 217,714 |
Effect of changes in currency exchange rates | (1,256) | 2,730 |
Net increase in cash and cash equivalents | 43,727 | 38,210 |
Cash and cash equivalents at beginning of period | 410,064 | 363,065 |
Cash and cash equivalents at end of period | 453,791 | 401,275 |
Continuing operations | ||
Cash flows from financing activities | ||
Cash and cash equivalents at end of period | 453,791 | 346,881 |
Discontinued operations | ||
Cash flows from financing activities | ||
Cash and cash equivalents at end of period | $ 0 | $ 54,394 |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
May 31, 2024 | |
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 years 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 the first quarter of 2024 includes the four-month period for our SMART Brazil operations from August 1, 2023 to November 29, 2023. |
Divestiture of SMART Brazil
Divestiture of SMART Brazil | 9 Months Ended |
May 31, 2024 | |
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, Brazil Seller has 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 SMART Brazil’s 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 was received in the third quarter of 2024 upon completion of the review of the final net cash and final working capital amounts. (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 was included in other current assets in the accompanying consolidated balance sheet as of May 31, 2024 and in other noncurrent assets as of August 25, 2023. (4) Represents the fair value of the deferred cash adjustment, comprised of a notional amount of $4.8 million, discounted at 7.5%, equal to 19% of the amount of SMART Brazil’s net cash as of the closing (as calculated pursuant to the Brazil Purchase Agreement). The deferred cash adjustment, which is accounted for as a derivative financial instrument, is due at the time of exercise of the Put/Call Option and was 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 Nine Months Ended May 26, May 31, May 26, Net sales $ 38,912 $ 55,159 $ 153,390 Cost of sales 40,749 50,560 149,542 Gross profit (1,837) 4,599 3,848 Operating expenses: Research and development 1,897 157 3,274 Selling, general and administrative 2,682 5,421 8,693 Other operating (income) expense — 64 643 Total operating expenses 4,579 5,642 12,610 Operating income (loss) (6,416) (1,043) (8,762) Non-operating (income) expense: Loss from divestiture of 81% interest in SMART Brazil — 10,888 — Interest (income) expense, net (1,255) (1,262) (3,136) Other non-operating (income) expense 160 138 884 Total non-operating (income) expense (1,095) 9,764 (2,252) Income (loss) before taxes (5,321) (10,807) (6,510) Income tax provision (benefit) (514) (2,659) (16,811) Net income (loss) from discontinued operations $ (4,807) $ (8,148) $ 10,301 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 May 31, 2024, the carrying value of our remaining 19% interest in SMART Brazil was $37.8 million and was included in other noncurrent assets in the accompanying consolidated balance sheet as a non-marketable equity investment. 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 Issued Accounting Stan
Recently Issued Accounting Standards | 9 Months Ended |
May 31, 2024 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU are intended to increase transparency through improvements to annual disclosures primarily related to income tax rate reconciliation and income taxes paid. The amendments in this ASU are effective for us in 2026 for annual reporting, with early adoption permitted. The ASU may be applied on a prospective basis, although retrospective application is permitted. We are evaluating the timing and effects of this ASU on our income tax disclosures. In November 2023, the FASB issued ASU 2023-07 – Segment Reporting (Topic 280): Improvements to Segment Reporting Disclosures , which will require an entity to provide more detailed information about its reportable segment expenses that are included within management’s measurement of profit and 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 our segment disclosures. |
Business Acquisition
Business Acquisition | 9 Months Ended |
May 31, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [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. Purchase Price : At the closing of the transaction, we paid the Stratus Seller a cash purchase price of $225.0 million, subject to certain adjustments. In addition, the Stratus Seller had the right to receive, and we were obligated to pay, contingent consideration of up to $50.0 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. In the second quarter of 2024, we paid in full $50.0 million related to the Stratus Earnout. |
Cash and Investments
Cash and Investments | 9 Months Ended |
May 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Cash and Investments | Cash and Investments As of May 31, 2024 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 short-term investments were as follows: As of May 31, 2024 As of August 25, 2023 Cash and Cash Equivalents Short-term Investments Cash and Cash Equivalents Short-term Investments Cash $ 437,492 $ — $ 321,937 $ — Level 1: Money market funds 16,299 — 43,626 — U.S. Treasury securities — 13,746 — 25,251 $ 453,791 $ 13,746 $ 365,563 $ 25,251 Non-marketable Equity Investments As of May 31, 2024 and August 25, 2023, other noncurrent assets included $43.0 million and $4.2 million, respectively, of non-marketable equity investments, which are accounted for under the measurement alternative at cost less impairment, if any. In the event an observable price change occurs in an orderly transaction for an identical or a similar investment, the carrying value of investments would be remeasured to fair value as of the date that the observable transaction occurred, with any resulting gains or losses recorded in earnings. |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
May 31, 2024 | |
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 $60.0 million. As of May 31, 2024, there have been no trade accounts receivable sold under this program. |
Inventories
Inventories | 9 Months Ended |
May 31, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories As of May 31, August 25, Raw materials $ 86,080 $ 90,085 Work in process 26,032 24,485 Finished goods 65,187 60,407 $ 177,299 $ 174,977 As of May 31, 2024 and August 25, 2023, 21% and 8%, respectively, of total inventories were owned and held under our logistics services program. |
Property and Equipment
Property and Equipment | 9 Months Ended |
May 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment As of May 31, August 25, Equipment $ 91,466 $ 86,429 Buildings and building improvements 68,318 69,325 Furniture, fixtures and software 44,692 44,121 Land 16,126 16,126 220,602 216,001 Accumulated depreciation (112,956) (97,267) $ 107,646 $ 118,734 Depreciation expense for property and equipment was $5.6 million and $20.3 million in the third quarter and first nine months of 2024, respectively, and $6.8 million and $19.2 million in the third quarter and first nine months of 2023, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
May 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Intangible Assets and Goodwill As of May 31, 2024 As of August 25, 2023 Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization Intangible assets: Technology $ 142,557 $ (52,849) $ 141,201 $ (34,569) Customer relationships 72,500 (42,703) 72,500 (33,990) Trademarks/trade names 27,937 (16,062) 28,300 (13,257) $ 242,994 $ (111,614) $ 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 nine months of 2024 and 2023, we capitalized $1.4 million and $127.3 million, respectively, for intangible assets with weighted-average useful lives of 18.4 years and 6.1 years, respectively. Amortization expense for intangible assets was $9.9 million and $30.1 million in the third quarter and first nine months of 2024, respectively, and $11.8 million and $33.6 million in the third quarter and first nine months of 2023, respectively. Amortization expense is expected to be $9.9 million for the remainder of 2024, $35.6 million for 2025, $30.2 million for 2026, $29.6 million for 2027, $9.9 million for 2028 and $16.2 million for 2029 and thereafter. In connection with our acquisition of Stratus Technologies in the first quarter of 2023, we capitalized $3.9 million of in-process research and development related to next generation fault tolerant architecture. Amortization of this technology commenced in the second quarter of 2024. During the second quarter of 2023, we initiated a plan within our IPS segment pursuant to which we intend to wind down manufacturing and discontinue the sale of legacy products offered through our Penguin Edge business by approximately the end of 2025. As a result, we recorded aggregate charges of $19.1 million in 2023 to impair the carrying value of Penguin Edge goodwill. At each reporting date through the end of the wind-down period, we 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 third quarter of 2024 may become further impaired in future periods. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
May 31, 2024 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts Payable and Accrued Expenses As of May 31, August 25, Accounts payable (1) $ 191,799 $ 134,980 Salaries, wages and benefits 22,746 27,665 Income and other taxes 12,744 13,370 Other 3,357 6,020 $ 230,646 $ 182,035 (1) Included accounts payable for property and equipment of $1.2 million and $5.2 million as of May 31, 2024 and August 25, 2023, respectively. |
Debt
Debt | 9 Months Ended |
May 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of May 31, August 25, Amended 2027 TLA $ 420,720 $ 544,943 2029 Notes 147,297 146,886 2026 Notes 99,025 98,609 667,042 790,438 Less current debt — (35,618) Long-term debt $ 667,042 $ 754,820 Credit Facility On February 7, 2022, SGH and SMART Modular Technologies, Inc. (collectively, the “Borrowers”) entered into a credit agreement (the “Original Credit Agreement”) with a syndicate of banks and Citizens Bank, N.A., as administrative agent (the “Administrative Agent”) that provided for (i) a term loan credit facility in an aggregate principal amount of $275.0 million (the “2027 TLA”) and (ii) a revolving credit facility in an aggregate principal amount of $250.0 million (the “2027 Revolver”), in each case, maturing on February 7, 2027 (subject to certain earlier “springing maturity” dates upon certain conditions specified in the Original Credit Agreement). On August 29, 2022, the Borrowers entered into the First Amendment (the “Incremental Amendment”; the Original Credit Agreement as amended by the Incremental Amendment, the “Amended Credit Agreement”) with and among the lenders party thereto and the Administrative Agent. The Incremental Amendment amended the Original Credit Agreement and (i) provides for incremental term loans under the Amended Credit Agreement in an aggregate amount of $300.0 million (the “Incremental Term Loans” and together with the 2027 TLA, the “Amended 2027 TLA”), which Incremental Term Loans are on the same terms as the term loans incurred under the Original Credit Agreement, (ii) increases the maximum First Lien Leverage Ratio (as defined in the Amended Credit Agreement) financial covenant from 3.00:1.00 to 3.25:1.00 and (iii) increases the aggregate amount of unrestricted cash and permitted investments netted from the definitions of Consolidated First Lien Debt and Consolidated Net Debt under the Amended Credit Agreement from $100.0 million to $125.0 million. As of May 31, 2024, there was $425.0 million of principal amount outstanding under the Amended 2027 TLA, unamortized issuance costs were $4.3 million and the effective interest rate was 8.72%. As of May 31, 2024, there were no amounts outstanding under the 2027 Revolver and unamortized issuance costs were $2.5 million. Amended 2027 TLA On February 29, 2024 and March 29, 2024, we prepaid $30.0 million and $75.0 million outstanding, respectively, under the Amended 2027 TLA and, in connection therewith, wrote off $0.3 million and $0.8 million, respectively, of unamortized issuance costs. Convertible Senior Notes Convertible Senior Notes Exchange In the second quarter of 2023, we exchanged $150.0 million principal amount of 2.25% Convertible Senior Notes due 2026 (the “2026 Notes”) for $150.0 million in aggregate principal amount of 2.00% Convertible Senior Notes due 2029 (the “2029 Notes”), together with 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. The exchange was accounted for as an extinguishment of the 2026 Notes and the issuance of the 2029 Notes. In connection therewith, we recognized an extinguishment loss in the second quarter of 2023, included in other non-operating expense, of $16.7 million, consisting of $14.1 million of premium paid to extinguish the 2026 Notes and $2.5 million for the write-off of unamortized issuance costs. 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 May 31, 2024 and August 25, 2023, the effective interest rate for our 2026 Notes was 2.83% . As of May 31, 2024 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 Nine Months Ended May 31, May 26, May 31, May 26, Contractual stated interest $ 1,313 $ 1,342 $ 4,025 $ 4,099 Amortization of discount and issuance costs 267 230 828 884 $ 1,580 $ 1,572 $ 4,853 $ 4,983 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. Maturities of Debt As of May 31, 2024, maturities of debt were as follows: Remainder of 2024 $ — 2025 — 2026 100,000 2027 425,015 2028 — 2029 and thereafter 150,000 Less unamortized discount and issuance costs (7,973) $ 667,042 |
Leases
Leases | 9 Months Ended |
May 31, 2024 | |
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 Nine Months Ended May 31, May 26, May 31, May 26, Fixed lease cost $ 3,192 $ 3,762 $ 9,878 $ 13,097 Variable lease cost 479 323 1,327 1,006 Short-term lease cost 415 625 1,617 1,682 $ 4,086 $ 4,710 $ 12,822 $ 15,785 Cash flows used for operating activities in the first nine months of 2024 and 2023 included payments for operating leases of $6.7 million and $6.1 million, respectively. Acquisitions of right-of-use assets were $1.6 million in the first nine months of 2024 and $10.6 million in the first nine months of 2023. As of May 31, 2024 and August 25, 2023, the weighted-average remaining lease term for our operating leases was 10.3 years and 10.5 years, respectively 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 May 31, 2024, minimum payments of lease liabilities were as follows: Remainder of 2024 $ 3,288 2025 11,418 2026 10,105 2027 7,948 2028 7,920 2029 and thereafter 54,419 95,098 Less imputed interest (24,879) Present value of total lease liabilities $ 70,219 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
May 31, 2024 | |
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 significant 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 | 9 Months Ended |
May 31, 2024 | |
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 (the “Initial Authorization”), under which we may repurchase our outstanding ordinary shares from time to time through open market purchases, privately-negotiated transactions or otherwise. The Initial Authorization has no expiration date but may be suspended or terminated by the Board of Directors at any time. On January 8, 2024, the Audit Committee of the Board of Directors approved an additional $75.0 million share repurchase authorization (the “Additional Authorization,” and together with the Initial Authorization, the “Current Authorization”). The Additional Authorization has no expiration date but may be suspended or terminated by the Board of Directors at any time. In the first nine months of 2024 and 2023, we repurchased 931 thousand and 533 thousand ordinary shares for $13.9 million and $8.4 million, respectively, under the Initial Authorization. As of May 31, 2024, an aggregate of $77.7 million remained available for the repurchase of our ordinary shares under the Current Authorization. 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 nine months of 2024 and 2023, we repurchased 239 thousand and 217 thousand ordinary shares as payment of withholding taxes for $4.1 million and $3.1 million, respectively. In connection with the convertible senior notes exchange in the second quarter of 2023, we repurchased 326 thousand ordinary shares for $5.4 million. See “Debt – Convertible Senior Notes – Convertible Senior Notes Exchange.” Accumulated Other Comprehensive Income (Loss) Changes in accumulated other comprehensive income (loss) by component for the first nine months 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 (6,352) 12 (6,340) Reclassifications out of accumulated other comprehensive income 212,321 — 212,321 Other comprehensive income (loss) 205,969 12 205,981 As of May 31, 2024 $ — $ 17 $ 17 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 | 9 Months Ended |
May 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements As of May 31, 2024 As of August 25, 2023 Fair Carrying Fair Carrying Assets: Derivative financial instrument $ 3,859 $ 3,859 $ — $ — Liabilities: Amended 2027 TLA $ 425,015 $ 420,720 $ 551,648 $ 544,943 2029 Notes 175,973 147,297 195,426 146,886 2026 Notes 119,067 99,025 131,864 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 May 31, 2024, 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 | 9 Months Ended |
May 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Equity Plans | Equity Plans As of May 31, 2024, 7.9 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 Nine Months Ended May 31, May 26, May 31, May 26, Awards granted 1,213 1,270 1,837 2,492 Weighted-average grant date fair value per share $ 19.93 $ 15.98 $ 22.47 $ 17.49 Aggregate vesting date fair value of shares vested $ 6,629 $ 6,418 $ 25,584 $ 22,032 As of May 31, 2024, total unrecognized compensation costs for unvested Restricted Awards was $82.1 million, which was expected to be recognized over a weighted-average period of 2.4 years. Share Options As of May 31, 2024, total aggregate unrecognized compensation costs for unvested options was $0.3 million, which was expected to be recognized over a weighted-average period of 0.3 years. Employee Share Purchase Plan (“ESPP”) Under our ESPP, employees purchased 584 thousand ordinary shares for $6.8 million in the first nine months of 2024 and 602 thousand ordinary shares for $6.6 million in the first nine months of 2023. Share-Based Compensation Expense Share-based compensation expense for our continuing operations was as follows: Three Months Ended Nine Months Ended May 31, May 26, May 31, May 26, Share-based compensation expense by caption: Cost of sales $ 1,760 $ 1,595 $ 5,301 $ 4,545 Research and development 1,968 1,557 5,382 4,498 Selling, general and administrative 7,464 6,490 22,371 20,611 $ 11,192 $ 9,642 $ 33,054 $ 29,654 Income tax benefits for share-based awards were $1.9 million and $5.4 million in the third quarter and first nine months of 2024, respectively, and $1.6 million and $5.0 million in the third quarter and first nine months of 2023, respectively. |
Revenue and Customer Contract B
Revenue and Customer Contract Balances | 9 Months Ended |
May 31, 2024 | |
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 generally 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 Nine Months Ended May 31, May 26, May 31, May 26, Cost of materials and services invoiced in connection with logistics services $ 160,161 $ 143,128 $ 359,800 $ 664,863 Customer Contract Balances As of May 31, August 25, Contract assets (1) $ 1,432 $ — Contract liabilities: (2) Deferred revenue $ 111,472 $ 69,326 Customer advances 8,018 5,565 $ 119,490 $ 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 May 31, 2024, we expect to recognize revenue of $88.7 million of the $111.5 million balance in the next 12 months and the remaining amount thereafter. In the first nine months of 2024, we recognized revenue of $47.1 million from satisfying performance obligations related to amounts included in deferred revenue as of August 25, 2023. Deferred revenue includes $10.2 million and $10.9 million as of May 31, 2024 and August 25, 2023, respectively, related to contracts that contain termination rights. Customer advances represent amounts received from customers for advance payments to secure product. In the first nine months of 2024, we recognized revenue of $1.3 million from satisfying performance obligations related to amounts included in customer advances as of August 25, 2023. As of May 31, 2024 and August 25, 2023, other current liabilities included $12.7 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 | 9 Months Ended |
May 31, 2024 | |
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 $6.7 million and $5.4 million in the first nine months of 2024 and 2023, respectively, primarily for employee severance costs and other benefits. We anticipate that these activities will continue into future quarters and anticipate recording additional restructure charges. As of May 31, 2024, $0.9 million remained unpaid, which is expected to be paid by the end of calendar 2024. |
Other Non-operating (Income) Ex
Other Non-operating (Income) Expense | 9 Months Ended |
May 31, 2024 | |
Nonoperating Income (Expense) [Abstract] | |
Other Non-operating (Income) Expense | Other Non-operating (Income) Expense Three Months Ended Nine Months Ended May 31, May 26, May 31, May 26, Loss (gain) on extinguishment or prepayment of debt $ 792 $ — $ 1,117 $ 15,924 Loss (gain) from changes in foreign currency exchange rates 606 410 242 55 Loss (gain) on disposition of assets (626) 43 (540) (2,982) Other (331) (99) (706) (698) $ 441 $ 354 $ 113 $ 12,299 |
Income Taxes
Income Taxes | 9 Months Ended |
May 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Three Months Ended Nine Months Ended May 31, May 26, May 31, May 26, Income (loss) before taxes $ 4,903 $ (12,054) $ (13,584) $ (29,153) Income tax provision (benefit) (1,323) 7,216 4,409 26,687 Effective tax rate (27.0) % (59.9) % (32.5) % (91.5) % Income taxes includes a provision (benefit) 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. Our effective tax rate was (27.0)% and (32.5)% in the third quarter and first nine months of 2024, respectively, and differed from the U.S. statutory rate primarily due to losses generated in a jurisdiction where no tax benefit can be recognized and to withholding taxes and state income taxes, partially offset by the effect of a $4.5 million benefit recognized in the third quarter of 2024 upon completion of a research and development tax credit study for prior years. Our effective tax rate was (59.9)% and (91.5)% in the third quarter and first nine months of 2023, respectively, and differed from the U.S. statutory rate primarily due to losses generated in a jurisdiction where no tax benefit can be recognized. 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 | 9 Months Ended |
May 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per Share Three Months Ended Nine Months Ended May 31, May 26, May 31, May 26, Net income (loss) from continuing operations $ 5,616 $ (19,648) $ (19,777) $ (56,983) Net income (loss) from discontinued operations — (4,807) (8,148) 10,301 Net income (loss) attributable to SGH – Basic and Diluted $ 5,616 $ (24,455) $ (27,925) $ (46,682) Weighted-average shares outstanding – Basic 52,570 49,380 52,219 49,152 Dilutive effect of equity plans and convertible notes 1,713 — — — Weighted-average shares outstanding – Diluted 54,283 49,380 52,219 49,152 Basic earnings (loss) per share: Continuing operations $ 0.11 $ (0.40) $ (0.38) $ (1.16) Discontinued operations — (0.10) (0.15) 0.21 $ 0.11 $ (0.50) $ (0.53) $ (0.95) Diluted earnings (loss) per share: Continuing operations $ 0.10 $ (0.40) $ (0.38) $ (1.16) Discontinued operations — (0.10) (0.15) 0.21 $ 0.10 $ (0.50) $ (0.53) $ (0.95) Below are unweighted potentially dilutive shares that were not included in the computation of diluted earnings per share because to do so would have been antidilutive: Three Months Ended Nine Months Ended May 31, May 26, May 31, May 26, Equity plans 848 8,482 6,077 8,482 Stratus Technologies contingently issuable shares — 2,566 — 2,566 848 11,048 6,077 11,048 |
Segment and Other Information
Segment and Other Information | 9 Months Ended |
May 31, 2024 | |
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 hyperscale, financial services, energy, government, education, healthcare 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 Nine Months Ended May 31, May 26, May 31, May 26, Net sales: Memory Solutions $ 91,629 $ 109,458 $ 260,594 $ 338,083 Intelligent Platform Solutions 144,968 170,854 405,197 604,276 LED Solutions 63,983 64,106 193,857 182,233 Total net sales $ 300,580 $ 344,418 $ 859,648 $ 1,124,592 Segment operating income: Memory Solutions $ 4,471 $ 19,368 $ 17,682 $ 58,773 Intelligent Platform Solutions 28,921 24,169 69,113 93,799 LED Solutions (67) (1,210) (277) (3,073) Total segment operating income 33,325 42,327 86,518 149,499 Unallocated: Share-based compensation expense (11,192) (9,642) (32,801) (29,654) Amortization of acquisition-related intangibles (9,766) (11,609) (29,525) (33,282) Flow through of inventory step up — — — (2,599) Cost of sales-related restructure (387) (211) (1,271) (5,763) Diligence, acquisition and integration expense (4) (8,637) (6,678) (18,193) Impairment of goodwill — — — (17,558) Change in fair value of contingent consideration — (14,800) — (24,900) Restructure charge (465) 186 (6,739) (5,366) Other — — — (1,800) Total unallocated (21,814) (44,713) (77,014) (139,115) Consolidated operating income (loss) $ 11,511 $ (2,386) $ 9,504 $ 10,384 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2024 | May 26, 2023 | May 31, 2024 | May 26, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 5,616 | $ (24,455) | $ (27,925) | $ (46,682) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 9 Months Ended |
May 31, 2024 shares | May 31, 2024 shares | |
Trading Arrangements, by Individual | ||
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Jack Pacheco [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On April 26, 2024 , Jack Pacheco, our Executive Vice President and Chief Operating Officer, adopted a Rule 10b5-1 trading arrangement (the “Pacheco 10b5-1 Plan”) that is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The Pacheco 10b5-1 Plan provides for the sale of up to 140,000 ordinary shares acquired upon the exercise of share options, commencing on July 26, 2024 and continuing until all shares are sold or until March 31, 2025, whichever occurs first. | |
Name | Jack Pacheco | |
Title | Executive Vice President and Chief Operating Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | April 26, 2024 | |
Arrangement Duration | 248 days | |
Aggregate Available | 140,000 | 140,000 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
May 31, 2024 | |
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 years 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 the first quarter of 2024 includes the four-month period for our SMART Brazil operations from August 1, 2023 to November 29, 2023. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU are intended to increase transparency through improvements to annual disclosures primarily related to income tax rate reconciliation and income taxes paid. The amendments in this ASU are effective for us in 2026 for annual reporting, with early adoption permitted. The ASU may be applied on a prospective basis, although retrospective application is permitted. We are evaluating the timing and effects of this ASU on our income tax disclosures. In November 2023, the FASB issued ASU 2023-07 – Segment Reporting (Topic 280): Improvements to Segment Reporting Disclosures , which will require an entity to provide more detailed information about its reportable segment expenses that are included within management’s measurement of profit and 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 our segment disclosures. |
Divestiture of SMART Brazil (Ta
Divestiture of SMART Brazil (Tables) | 9 Months Ended |
May 31, 2024 | |
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 was received in the third quarter of 2024 upon completion of the review of the final net cash and final working capital amounts. (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 was included in other current assets in the accompanying consolidated balance sheet as of May 31, 2024 and in other noncurrent assets as of August 25, 2023. (4) Represents the fair value of the deferred cash adjustment, comprised of a notional amount of $4.8 million, discounted at 7.5%, equal to 19% of the amount of SMART Brazil’s net cash as of the closing (as calculated pursuant to the Brazil Purchase Agreement). The deferred cash adjustment, which is accounted for as a derivative financial instrument, is due at the time of exercise of the Put/Call Option and was 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 Nine Months Ended May 26, May 31, May 26, Net sales $ 38,912 $ 55,159 $ 153,390 Cost of sales 40,749 50,560 149,542 Gross profit (1,837) 4,599 3,848 Operating expenses: Research and development 1,897 157 3,274 Selling, general and administrative 2,682 5,421 8,693 Other operating (income) expense — 64 643 Total operating expenses 4,579 5,642 12,610 Operating income (loss) (6,416) (1,043) (8,762) Non-operating (income) expense: Loss from divestiture of 81% interest in SMART Brazil — 10,888 — Interest (income) expense, net (1,255) (1,262) (3,136) Other non-operating (income) expense 160 138 884 Total non-operating (income) expense (1,095) 9,764 (2,252) Income (loss) before taxes (5,321) (10,807) (6,510) Income tax provision (benefit) (514) (2,659) (16,811) Net income (loss) from discontinued operations $ (4,807) $ (8,148) $ 10,301 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 May 31, 2024, the carrying value of our remaining 19% interest in SMART Brazil was $37.8 million and was included in other noncurrent assets in the accompanying consolidated balance sheet as a non-marketable equity investment. 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 |
Cash and Investments (Tables)
Cash and Investments (Tables) | 9 Months Ended |
May 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Fair Value, Assets Measured on Recurring and Nonrecurring Basis | Cash, cash equivalents and short-term investments were as follows: As of May 31, 2024 As of August 25, 2023 Cash and Cash Equivalents Short-term Investments Cash and Cash Equivalents Short-term Investments Cash $ 437,492 $ — $ 321,937 $ — Level 1: Money market funds 16,299 — 43,626 — U.S. Treasury securities — 13,746 — 25,251 $ 453,791 $ 13,746 $ 365,563 $ 25,251 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
May 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | As of May 31, August 25, Raw materials $ 86,080 $ 90,085 Work in process 26,032 24,485 Finished goods 65,187 60,407 $ 177,299 $ 174,977 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
May 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | As of May 31, August 25, Equipment $ 91,466 $ 86,429 Buildings and building improvements 68,318 69,325 Furniture, fixtures and software 44,692 44,121 Land 16,126 16,126 220,602 216,001 Accumulated depreciation (112,956) (97,267) $ 107,646 $ 118,734 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
May 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill by Segment | As of May 31, 2024 As of August 25, 2023 Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization Intangible assets: Technology $ 142,557 $ (52,849) $ 141,201 $ (34,569) Customer relationships 72,500 (42,703) 72,500 (33,990) Trademarks/trade names 27,937 (16,062) 28,300 (13,257) $ 242,994 $ (111,614) $ 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) | 9 Months Ended |
May 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Expenses | As of May 31, August 25, Accounts payable (1) $ 191,799 $ 134,980 Salaries, wages and benefits 22,746 27,665 Income and other taxes 12,744 13,370 Other 3,357 6,020 $ 230,646 $ 182,035 (1) Included accounts payable for property and equipment of $1.2 million and $5.2 million as of May 31, 2024 and August 25, 2023, respectively. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
May 31, 2024 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | As of May 31, August 25, Amended 2027 TLA $ 420,720 $ 544,943 2029 Notes 147,297 146,886 2026 Notes 99,025 98,609 667,042 790,438 Less current debt — (35,618) Long-term debt $ 667,042 $ 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 Nine Months Ended May 31, May 26, May 31, May 26, Contractual stated interest $ 1,313 $ 1,342 $ 4,025 $ 4,099 Amortization of discount and issuance costs 267 230 828 884 $ 1,580 $ 1,572 $ 4,853 $ 4,983 |
Summary of Maturities of Debt | As of May 31, 2024, maturities of debt were as follows: Remainder of 2024 $ — 2025 — 2026 100,000 2027 425,015 2028 — 2029 and thereafter 150,000 Less unamortized discount and issuance costs (7,973) $ 667,042 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
May 31, 2024 | |
Leases [Abstract] | |
Summary of Components of Operating Lease Expense | The components of operating lease expense were as follows: Three Months Ended Nine Months Ended May 31, May 26, May 31, May 26, Fixed lease cost $ 3,192 $ 3,762 $ 9,878 $ 13,097 Variable lease cost 479 323 1,327 1,006 Short-term lease cost 415 625 1,617 1,682 $ 4,086 $ 4,710 $ 12,822 $ 15,785 |
Schedule of Minimum Payments of Lease Liabilities | As of May 31, 2024, minimum payments of lease liabilities were as follows: Remainder of 2024 $ 3,288 2025 11,418 2026 10,105 2027 7,948 2028 7,920 2029 and thereafter 54,419 95,098 Less imputed interest (24,879) Present value of total lease liabilities $ 70,219 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
May 31, 2024 | |
Equity [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Changes in accumulated other comprehensive income (loss) by component for the first nine months 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 (6,352) 12 (6,340) Reclassifications out of accumulated other comprehensive income 212,321 — 212,321 Other comprehensive income (loss) 205,969 12 205,981 As of May 31, 2024 $ — $ 17 $ 17 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
May 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Measurements of Other Assets and Liabilities | As of May 31, 2024 As of August 25, 2023 Fair Carrying Fair Carrying Assets: Derivative financial instrument $ 3,859 $ 3,859 $ — $ — Liabilities: Amended 2027 TLA $ 425,015 $ 420,720 $ 551,648 $ 544,943 2029 Notes 175,973 147,297 195,426 146,886 2026 Notes 119,067 99,025 131,864 98,609 |
Equity Plans (Tables)
Equity Plans (Tables) | 9 Months Ended |
May 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Aggregate Restricted Award Activity and Assumptions | Aggregate Restricted Award activity was as follows: Three Months Ended Nine Months Ended May 31, May 26, May 31, May 26, Awards granted 1,213 1,270 1,837 2,492 Weighted-average grant date fair value per share $ 19.93 $ 15.98 $ 22.47 $ 17.49 Aggregate vesting date fair value of shares vested $ 6,629 $ 6,418 $ 25,584 $ 22,032 |
Schedule of Share Based Compensation Expense Allocation | Share-based compensation expense for our continuing operations was as follows: Three Months Ended Nine Months Ended May 31, May 26, May 31, May 26, Share-based compensation expense by caption: Cost of sales $ 1,760 $ 1,595 $ 5,301 $ 4,545 Research and development 1,968 1,557 5,382 4,498 Selling, general and administrative 7,464 6,490 22,371 20,611 $ 11,192 $ 9,642 $ 33,054 $ 29,654 |
Revenue and Customer Contract_2
Revenue and Customer Contract Balances (Tables) | 9 Months Ended |
May 31, 2024 | |
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 Nine Months Ended May 31, May 26, May 31, May 26, Cost of materials and services invoiced in connection with logistics services $ 160,161 $ 143,128 $ 359,800 $ 664,863 |
Summary of Customer Contract Balances | As of May 31, August 25, Contract assets (1) $ 1,432 $ — Contract liabilities: (2) Deferred revenue $ 111,472 $ 69,326 Customer advances 8,018 5,565 $ 119,490 $ 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) | 9 Months Ended |
May 31, 2024 | |
Nonoperating Income (Expense) [Abstract] | |
Schedule of Other Non-operating (Income) Expense | Three Months Ended Nine Months Ended May 31, May 26, May 31, May 26, Loss (gain) on extinguishment or prepayment of debt $ 792 $ — $ 1,117 $ 15,924 Loss (gain) from changes in foreign currency exchange rates 606 410 242 55 Loss (gain) on disposition of assets (626) 43 (540) (2,982) Other (331) (99) (706) (698) $ 441 $ 354 $ 113 $ 12,299 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
May 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) before Income Taxes and Components of Income Tax Provision (Benefit) | Three Months Ended Nine Months Ended May 31, May 26, May 31, May 26, Income (loss) before taxes $ 4,903 $ (12,054) $ (13,584) $ (29,153) Income tax provision (benefit) (1,323) 7,216 4,409 26,687 Effective tax rate (27.0) % (59.9) % (32.5) % (91.5) % |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
May 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Earnings Per Share | Three Months Ended Nine Months Ended May 31, May 26, May 31, May 26, Net income (loss) from continuing operations $ 5,616 $ (19,648) $ (19,777) $ (56,983) Net income (loss) from discontinued operations — (4,807) (8,148) 10,301 Net income (loss) attributable to SGH – Basic and Diluted $ 5,616 $ (24,455) $ (27,925) $ (46,682) Weighted-average shares outstanding – Basic 52,570 49,380 52,219 49,152 Dilutive effect of equity plans and convertible notes 1,713 — — — Weighted-average shares outstanding – Diluted 54,283 49,380 52,219 49,152 Basic earnings (loss) per share: Continuing operations $ 0.11 $ (0.40) $ (0.38) $ (1.16) Discontinued operations — (0.10) (0.15) 0.21 $ 0.11 $ (0.50) $ (0.53) $ (0.95) Diluted earnings (loss) per share: Continuing operations $ 0.10 $ (0.40) $ (0.38) $ (1.16) Discontinued operations — (0.10) (0.15) 0.21 $ 0.10 $ (0.50) $ (0.53) $ (0.95) |
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 Nine Months Ended May 31, May 26, May 31, May 26, Equity plans 848 8,482 6,077 8,482 Stratus Technologies contingently issuable shares — 2,566 — 2,566 848 11,048 6,077 11,048 |
Segment and Other Information (
Segment and Other Information (Tables) | 9 Months Ended |
May 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information | Three Months Ended Nine Months Ended May 31, May 26, May 31, May 26, Net sales: Memory Solutions $ 91,629 $ 109,458 $ 260,594 $ 338,083 Intelligent Platform Solutions 144,968 170,854 405,197 604,276 LED Solutions 63,983 64,106 193,857 182,233 Total net sales $ 300,580 $ 344,418 $ 859,648 $ 1,124,592 Segment operating income: Memory Solutions $ 4,471 $ 19,368 $ 17,682 $ 58,773 Intelligent Platform Solutions 28,921 24,169 69,113 93,799 LED Solutions (67) (1,210) (277) (3,073) Total segment operating income 33,325 42,327 86,518 149,499 Unallocated: Share-based compensation expense (11,192) (9,642) (32,801) (29,654) Amortization of acquisition-related intangibles (9,766) (11,609) (29,525) (33,282) Flow through of inventory step up — — — (2,599) Cost of sales-related restructure (387) (211) (1,271) (5,763) Diligence, acquisition and integration expense (4) (8,637) (6,678) (18,193) Impairment of goodwill — — — (17,558) Change in fair value of contingent consideration — (14,800) — (24,900) Restructure charge (465) 186 (6,739) (5,366) Other — — — (1,800) Total unallocated (21,814) (44,713) (77,014) (139,115) Consolidated operating income (loss) $ 11,511 $ (2,386) $ 9,504 $ 10,384 |
Divestiture of SMART Brazil - A
Divestiture of SMART Brazil - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||
Nov. 29, 2023 USD ($) exerciseWindow | May 31, 2024 USD ($) | Mar. 01, 2024 USD ($) | Dec. 01, 2023 USD ($) | May 26, 2023 USD ($) | Feb. 24, 2023 USD ($) | Nov. 25, 2022 USD ($) | Mar. 01, 2024 USD ($) | Dec. 01, 2023 USD ($) | Aug. 25, 2023 USD ($) | |
Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Payment deferral, duration | 18 months | |||||||||
Put option exercise windows | exerciseWindow | 3 | |||||||||
Other comprehensive income (loss) | $ (89) | $ (197) | $ 206,267 | $ 3,172 | $ 6,093 | $ (1,995) | ||||
Total SGH Shareholders’ Equity | ||||||||||
Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Other comprehensive income (loss) | $ (89) | (197) | 206,267 | $ 3,172 | $ 6,093 | $ (1,995) | $ 206,300 | |||
Discontinued Operations, Disposed of by Sale | ||||||||||
Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Noncurrent deferred tax liabilities | $ 28,564 | $ 28,564 | ||||||||
Pre-tax loss on divestiture of 81% interest in SMART Brazil | 163,924 | |||||||||
Income tax provision (benefit) | $ 26,580 | |||||||||
Discontinued Operations, Disposed of by Sale | SMART Brazil | ||||||||||
Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
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 | |||||||
SMART Brazil | ||||||||||
Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Stock repurchase agreement, ownership rights, percentage | 0.19 | |||||||||
SMART Brazil | Lexar Europe B.V. | ||||||||||
Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Stock repurchase agreement, ownership rights, percentage | 0.81 | |||||||||
SMART Brazil | ||||||||||
Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||
Total enterprise value | $ 205,000 | |||||||||
Total enterprise value, percentage | 1 | |||||||||
Net income ratio | 7.5 |
Divestiture of SMART Brazil - T
Divestiture of SMART Brazil - Total Consideration (Details) $ in Thousands | Nov. 29, 2023 USD ($) |
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 |
SMART Brazil | |
Disposal Groups, Including Discontinued Operations [Line Items] | |
Stock repurchase agreement, ownership rights, percentage | 0.19 |
Discontinued Operations, Disposed of by Sale | |
Disposal Groups, Including Discontinued Operations [Line Items] | |
Total consideration | $ 194,092 |
SMART Brazil | |
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 Brazil | 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 |
Total consideration | $ 194,092 |
Divestiture of SMART Brazil -_2
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 | 9 Months Ended | ||
May 31, 2024 | May 26, 2023 | May 31, 2024 | May 26, 2023 | |
Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net income (loss) from discontinued operations | $ 0 | $ (4,807) | $ (8,148) | $ 10,301 |
Discontinued Operations, Disposed of by Sale | ||||
Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net sales | 38,912 | 55,159 | 153,390 | |
Cost of sales | 40,749 | 50,560 | 149,542 | |
Gross profit | (1,837) | 4,599 | 3,848 | |
Research and development | 1,897 | 157 | 3,274 | |
Selling, general and administrative | 2,682 | 5,421 | 8,693 | |
Other operating (income) expense | 0 | 64 | 643 | |
Total operating expenses | 4,579 | 5,642 | 12,610 | |
Operating income (loss) | (6,416) | (1,043) | (8,762) | |
Loss from divestiture of 81% interest in SMART Brazil | 0 | 10,888 | 0 | |
Interest (income) expense, net | (1,255) | (1,262) | (3,136) | |
Other non-operating (income) expense | 160 | 138 | 884 | |
Total non-operating (income) expense | (1,095) | 9,764 | (2,252) | |
Income (loss) before taxes | (5,321) | (10,807) | (6,510) | |
Income tax provision (benefit) | (514) | (2,659) | (16,811) | |
Net income (loss) from discontinued operations | $ (4,807) | $ (8,148) | $ 10,301 |
Divestiture of SMART Brazil - L
Divestiture of SMART Brazil - Loss From Divestiture (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Nov. 29, 2023 USD ($) | Mar. 01, 2024 USD ($) | Dec. 01, 2023 USD ($) | Dec. 01, 2023 USD ($) | |
SMART Brazil | ||||
Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Equity securities, FV-NI | $ 37,800 | |||
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 | |||
Discontinued Operations, Disposed of by Sale | SMART Brazil | ||||
Disposal Groups, Including Discontinued Operations [Line Items] | ||||
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 from divestiture of 81% interest in SMART Brazil | $ 8,904 | $ 181,600 | $ 190,504 | |
SMART Brazil | Discontinued Operations, Disposed of by Sale | ||||
Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Total consideration | $ 194,092 | |||
SMART Brazil | ||||
Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Stock repurchase agreement, ownership rights, percentage | 0.19 |
Business Acquisition (Details)
Business Acquisition (Details) - Stratus Technologies - USD ($) $ in Millions | 3 Months Ended | |
Aug. 29, 2022 | May 31, 2024 | |
Business Acquisition [Line Items] | ||
Payments to acquire businesses, gross | $ 225 | |
Contingent consideration (up to) | $ 50 | |
Payment for contingent consideration liability | $ 50 |
Cash and Investments - Schedule
Cash and Investments - Schedule of Cash, Cash Equivalents, and Short-term Investments (Details) - USD ($) $ in Thousands | May 31, 2024 | Aug. 25, 2023 |
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | $ 453,791 | $ 365,563 |
Short-term investments | 13,746 | 25,251 |
Money market funds | Level 1: | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | 16,299 | 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 | 13,746 | 25,251 |
Cash | ||
Cash and Cash Equivalents [Line Items] | ||
Cash and cash equivalents | 437,492 | 321,937 |
Short-term investments | $ 0 | $ 0 |
Cash and Investments - Narrativ
Cash and Investments - Narrative (Details) - USD ($) $ in Thousands | May 31, 2024 | Aug. 25, 2023 |
Cash and Cash Equivalents [Abstract] | ||
Equity securities, FV-NI, noncurrent | $ 43,000 | $ 4,200 |
Accounts Receivable (Details)
Accounts Receivable (Details) $ in Millions | 3 Months Ended |
May 31, 2024 USD ($) | |
Receivables [Abstract] | |
Trade accounts receivable, available-for-sale (up to) | $ 60 |
Trade accounts receivable, sale | $ 0 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | May 31, 2024 | Aug. 25, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 86,080 | $ 90,085 |
Work in process | 26,032 | 24,485 |
Finished goods | 65,187 | 60,407 |
Total inventories | $ 177,299 | $ 174,977 |
Inventories - Additional Inform
Inventories - Additional Information (Details) | May 31, 2024 | Aug. 25, 2023 |
Inventory Disclosure [Abstract] | ||
Percentage of inventories | 21% | 8% |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
May 31, 2024 | May 26, 2023 | May 31, 2024 | May 26, 2023 | Aug. 25, 2023 | |
Property Plant And Equipment [Line Items] | |||||
Property and equipment, gross | $ 220,602 | $ 220,602 | $ 216,001 | ||
Accumulated depreciation | (112,956) | (112,956) | (97,267) | ||
Net property and equipment | 107,646 | 107,646 | 118,734 | ||
Depreciation expense | 5,600 | $ 6,800 | 20,300 | $ 19,200 | |
Equipment | |||||
Property Plant And Equipment [Line Items] | |||||
Property and equipment, gross | 91,466 | 91,466 | 86,429 | ||
Buildings and building improvements | |||||
Property Plant And Equipment [Line Items] | |||||
Property and equipment, gross | 68,318 | 68,318 | 69,325 | ||
Furniture, fixtures and software | |||||
Property Plant And Equipment [Line Items] | |||||
Property and equipment, gross | 44,692 | 44,692 | 44,121 | ||
Land | |||||
Property Plant And Equipment [Line Items] | |||||
Property and equipment, gross | $ 16,126 | $ 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 | May 31, 2024 | Aug. 25, 2023 |
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 242,994 | $ 242,001 |
Accumulated Amortization | (111,614) | (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] | ||
Gross amount | 142,557 | 141,201 |
Accumulated Amortization | (52,849) | (34,569) |
Customer relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | 72,500 | 72,500 |
Accumulated Amortization | (42,703) | (33,990) |
Trademarks/trade names | ||
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | 27,937 | 28,300 |
Accumulated Amortization | $ (16,062) | $ (13,257) |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
May 31, 2024 | Dec. 01, 2023 | May 26, 2023 | Nov. 25, 2022 | May 31, 2024 | May 26, 2023 | Aug. 25, 2023 | |
Finite Lived Intangible Assets [Line Items] | |||||||
Identifiable assets acquired finite-lived intangibles | $ 1,400 | $ 127,300 | $ 1,400 | $ 127,300 | |||
Acquired finite-lived intangible assets, weighted average useful life | 18 years 4 months 24 days | 6 years 1 month 6 days | |||||
Amortization of intangible assets | 9,900 | 11,800 | $ 30,100 | $ 33,600 | |||
Finite-lived intangible assets, expected amortization remainder of fiscal year | 9,900 | 9,900 | |||||
Finite-lived intangible assets, expected amortization for 2025 | 35,600 | 35,600 | |||||
Finite-lived intangible assets, expected amortization for 2026 | 30,200 | 30,200 | |||||
Finite-lived intangible assets, expected amortization for 2027 | 29,600 | 29,600 | |||||
Finite-lived intangible assets, expected amortization for 2028 | 9,900 | 9,900 | |||||
Finite-lived intangible asset, expected amortization, 2029 and after | 16,200 | 16,200 | |||||
Impairment of goodwill | 0 | $ 0 | 0 | $ 17,558 | |||
Goodwill | 161,958 | 161,958 | $ 161,958 | ||||
In Process Research and Development | Stratus Technologies | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Finite-lived intangible assets, period increase (decrease) | $ 3,900 | ||||||
Penguin Edge | |||||||
Finite Lived Intangible Assets [Line Items] | |||||||
Impairment of goodwill | $ 19,100 | ||||||
Goodwill | $ 16,100 | $ 16,100 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | May 31, 2024 | Aug. 25, 2023 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 191,799 | $ 134,980 |
Salaries, wages and benefits | 22,746 | 27,665 |
Income and other taxes | 12,744 | 13,370 |
Other | 3,357 | 6,020 |
Total | 230,646 | 182,035 |
Accounts payable for property and equipment | $ 1,200 | $ 5,200 |
Debt - Summary of Long-Term Deb
Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands | May 31, 2024 | Aug. 25, 2023 |
Debt Instrument [Line Items] | ||
Debt | $ 667,042 | $ 790,438 |
Less current debt | 0 | (35,618) |
Long-term debt | 667,042 | 754,820 |
Amended 2027 TLA | ||
Debt Instrument [Line Items] | ||
Debt | 420,720 | 544,943 |
2029 Notes | ||
Debt Instrument [Line Items] | ||
Debt | 147,297 | 146,886 |
2026 Notes | ||
Debt Instrument [Line Items] | ||
Debt | $ 99,025 | $ 98,609 |
Debt - Credit Facility (Details
Debt - Credit Facility (Details) | Mar. 29, 2024 USD ($) | Feb. 29, 2024 USD ($) | Aug. 29, 2022 USD ($) | Feb. 07, 2022 USD ($) | May 31, 2024 USD ($) |
Debt Instrument [Line Items] | |||||
Unamortized debt discounts and issuance costs | $ (7,973,000) | ||||
Amended 2027 TLA | |||||
Debt Instrument [Line Items] | |||||
Debt instrument outstanding amount | 425,000,000 | ||||
Unamortized debt discounts and issuance costs | $ (4,300,000) | ||||
Debt instrument, effective interest rate | 8.72% | ||||
Repayments of long-term debt | $ 75,000,000 | $ 30,000,000 | |||
Write off of unamortized debt issuance cost | $ 800,000 | $ 300,000 | |||
Amended 2027 TLA | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt instrument outstanding amount | $ 0 | ||||
Unamortized debt issuance expense | $ 2,500,000 | ||||
The Credit Facility Agreement | |||||
Debt Instrument [Line Items] | |||||
Debt covenant, first lien leverage ratio | 3.25 | 3 | |||
Debt covenant, reduction of debt amount used for the purposes of calculating debt covenant ratios | $ 125,000,000 | $ 100,000,000 | |||
The Credit Facility Agreement | Revolving Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | 250,000,000 | ||||
The Credit Facility Agreement | Amended 2027 TLA | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 300,000,000 | $ 275,000,000 |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Jan. 18, 2023 | May 31, 2024 | May 26, 2023 | Feb. 24, 2023 | May 31, 2024 | May 26, 2023 | Aug. 25, 2023 | |
Debt Instrument [Line Items] | |||||||
Convertible notes, cash payment | $ 15,600 | ||||||
Payment for debt extinguishment or debt prepayment cost | 14,100 | $ 0 | $ 14,141 | ||||
Gain (loss) on extinguishment of debt | $ (792) | $ 0 | $ (16,700) | (1,117) | $ (15,924) | ||
Long-term debt | 667,042 | 667,042 | $ 790,438 | ||||
Retained earnings | $ 54,532 | $ 54,532 | 82,457 | ||||
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] | |||||||
Converted instrument, amount | $ 150,000 | ||||||
Note interest rate | 2.25% | ||||||
Interest paid, excluding capitalized interest, operating activities | 1,500 | ||||||
Write off of unamortized debt issuance cost | 2,500 | ||||||
Debt instrument, effective interest rate | 2.83% | 2.83% | 2.83% | ||||
Long-term debt | $ 99,025 | $ 99,025 | $ 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] | |||||||
Debt instrument, face amount | $ 150,000 | ||||||
Note interest rate | 2% | ||||||
Debt instrument, effective interest rate | 2.40% | 2.40% | 2.40% | ||||
Long-term debt | $ 147,297 | $ 147,297 | $ 146,886 |
Debt - Interest Expense Disclos
Debt - Interest Expense Disclosure (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2024 | May 26, 2023 | May 31, 2024 | May 26, 2023 | |
Debt Instrument [Line Items] | ||||
Amortization of debt discount and issuance costs | $ 2,827 | $ 3,054 | ||
Convertible Notes | ||||
Debt Instrument [Line Items] | ||||
Contractual stated interest | $ 1,313 | $ 1,342 | 4,025 | 4,099 |
Amortization of debt discount and issuance costs | 267 | 230 | 828 | 884 |
Total interest cost recognized | $ 1,580 | $ 1,572 | $ 4,853 | $ 4,983 |
Debt - Summary of Maturities of
Debt - Summary of Maturities of Debt (Details) - USD ($) $ in Thousands | May 31, 2024 | Aug. 25, 2023 |
Debt Disclosure [Abstract] | ||
Remainder of 2024 | $ 0 | |
2025 | 0 | |
2026 | 100,000 | |
2027 | 425,015 | |
2028 | 0 | |
2029 and thereafter | 150,000 | |
Less unamortized discount and issuance costs | (7,973) | |
Debt | $ 667,042 | $ 790,438 |
Leases - Summary of Components
Leases - Summary of Components of Operating Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2024 | May 26, 2023 | May 31, 2024 | May 26, 2023 | |
Leases [Abstract] | ||||
Fixed lease cost | $ 3,192 | $ 3,762 | $ 9,878 | $ 13,097 |
Variable lease cost | 479 | 323 | 1,327 | 1,006 |
Short-term lease cost | 415 | 625 | 1,617 | 1,682 |
Total lease cost | $ 4,086 | $ 4,710 | $ 12,822 | $ 15,785 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 9 Months Ended | ||
May 31, 2024 | May 26, 2023 | Aug. 25, 2023 | |
Lessee Lease Description [Line Items] | |||
Operating lease payments | $ 6.7 | $ 6.1 | |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 1.6 | $ 10.6 | |
Weighted-average remaining lease term for operating leases | 10 years 3 months 18 days | 10 years 6 months | |
Weighted-average discount rate for operating leases | 6% | 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 | May 31, 2024 USD ($) |
Leases [Abstract] | |
Remainder of 2024 | $ 3,288 |
2025 | 11,418 |
2026 | 10,105 |
2027 | 7,948 |
2028 | 7,920 |
2029 and thereafter | 54,419 |
Total | 95,098 |
Less imputed interest | (24,879) |
Present value of total lease liabilities | $ 70,219 |
Equity - Additional Information
Equity - Additional Information (Details) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||||
May 31, 2024 USD ($) | Mar. 01, 2024 USD ($) | Dec. 01, 2023 USD ($) | May 26, 2023 USD ($) | Feb. 24, 2023 USD ($) shares | Nov. 25, 2022 USD ($) | May 31, 2024 USD ($) shares | May 26, 2023 USD ($) shares | Jan. 08, 2024 USD ($) | Nov. 29, 2023 USD ($) | Apr. 04, 2022 USD ($) | |
Class Of Stock [Line Items] | |||||||||||
Shares acquired, value | $ 2,129 | $ 2,732 | $ 13,130 | $ 660 | $ 11,564 | $ 4,659 | |||||
Discontinued Operations, Disposed of by Sale | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Cumulative translation adjustment | $ 212,397 | ||||||||||
SMART Brazil | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Stock repurchase agreement, ownership rights, percentage | 0.19 | ||||||||||
SMART Brazil | Lexar Europe B.V. | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Stock repurchase agreement, ownership rights, percentage | 0.81 | ||||||||||
Share Repurchase Authorization | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Stock repurchase program, authorized amount | $ 75,000 | $ 75,000 | |||||||||
Repurchase of ordinary shares (in shares) | shares | 931 | 533 | |||||||||
Shares acquired, value | $ 13,900 | $ 8,400 | |||||||||
Remaining authorized repurchase amount | $ 77,700 | $ 77,700 | |||||||||
Exchange Transaction | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Repurchase of ordinary shares (in shares) | shares | 326 | ||||||||||
Shares acquired, value | $ 5,400 | ||||||||||
Silver Lake Partners, Repurchase | |||||||||||
Class Of Stock [Line Items] | |||||||||||
Repurchase of ordinary shares (in shares) | shares | 239 | 217 | |||||||||
Shares acquired, value | $ 4,100 | $ 3,100 |
Equity - Schedule of Accumulate
Equity - Schedule of Accumulated Other Comprehensive Income (Loss) (Details) $ in Thousands | 9 Months Ended |
May 31, 2024 USD ($) | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |
Beginning balance | $ 229,233 |
Ending balance | 430,521 |
Accumulated Other Comprehensive Income (Loss) | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |
Beginning balance | (205,964) |
Other comprehensive income (loss) before reclassifications | (6,340) |
Reclassifications out of accumulated other comprehensive income | 212,321 |
Other comprehensive income (loss) | 205,981 |
Ending balance | 17 |
Cumulative Translation Adjustment | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |
Beginning balance | (205,969) |
Other comprehensive income (loss) before reclassifications | (6,352) |
Reclassifications out of accumulated other comprehensive income | 212,321 |
Other comprehensive income (loss) | 205,969 |
Ending balance | 0 |
Gains (Losses) on Investments | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |
Beginning balance | 5 |
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 (Detail
Fair Value Measurements (Details) $ in Thousands | May 31, 2024 USD ($) | Nov. 29, 2023 | Aug. 25, 2023 USD ($) |
SMART Brazil | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Stock repurchase agreement, ownership rights, percentage | 0.19 | ||
Fair Value | Fair Value, Inputs, Level 2 | Derivative financial instrument | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Derivative financial instrument asset | $ 3,859 | $ 0 | |
Fair Value | Fair Value, Inputs, Level 2 | Amended 2027 TLA | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instruments fair value | 425,015 | 551,648 | |
Fair Value | Fair Value, Inputs, Level 2 | 2029 Notes | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instruments fair value | 175,973 | 195,426 | |
Fair Value | Fair Value, Inputs, Level 2 | 2026 Notes | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instruments fair value | 119,067 | 131,864 | |
Carrying Value | Fair Value, Inputs, Level 2 | Derivative financial instrument | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Derivative financial instrument asset | 3,859 | 0 | |
Carrying Value | Fair Value, Inputs, Level 2 | Amended 2027 TLA | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instruments fair value | 420,720 | 544,943 | |
Carrying Value | Fair Value, Inputs, Level 2 | 2029 Notes | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instruments fair value | 147,297 | 146,886 | |
Carrying Value | Fair Value, Inputs, Level 2 | 2026 Notes | |||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |||
Debt instruments fair value | $ 99,025 | $ 98,609 |
Equity Plans - Additional Infor
Equity Plans - Additional Information (Details) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | 9 Months Ended | ||
May 31, 2024 | May 26, 2023 | May 31, 2024 | May 26, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Ordinary shares, available for issuance (in shares) | 7,900 | 7,900 | ||
Unrecognized compensation costs related to awards | $ 0.3 | $ 0.3 | ||
Unrecognized compensation costs recognition period | 3 months 18 days | |||
Income tax benefits for share-based awards | 1.9 | $ 1.6 | $ 5.4 | $ 5 |
Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share issued under purchase plan (in shares) | 584 | 602 | ||
Share issued under purchase plan | $ 6.8 | $ 6.6 | ||
Restricted Awards | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Unrecognized compensation costs related to awards | $ 82.1 | $ 82.1 | ||
Unrecognized compensation costs recognition period | 2 years 4 months 24 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 | 9 Months Ended | ||
May 31, 2024 | May 26, 2023 | May 31, 2024 | May 26, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Awards granted (in shares) | 1,213 | 1,270 | 1,837 | 2,492 |
Weighted average grant-date fair value per share (in usd per share) | $ 19.93 | $ 15.98 | $ 22.47 | $ 17.49 |
Aggregate vesting date fair value of shares vested | $ 6,629 | $ 6,418 | $ 25,584 | $ 22,032 |
Equity Plans - Summary of Share
Equity Plans - Summary of Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2024 | May 26, 2023 | May 31, 2024 | May 26, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 11,192 | $ 9,642 | $ 33,054 | $ 29,654 |
Cost of sales | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation expense | 1,760 | 1,595 | 5,301 | 4,545 |
Research and development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation expense | 1,968 | 1,557 | 5,382 | 4,498 |
Selling, general and administrative | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 7,464 | $ 6,490 | $ 22,371 | $ 20,611 |
Revenue and Customer Contract_3
Revenue and Customer Contract Balances - Summary of Net Sales by Products and Services and Gross Amounts Billed for Services (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2024 | May 26, 2023 | May 31, 2024 | May 26, 2023 | |
Revenue from Contract with Customer [Abstract] | ||||
Cost of materials and services invoiced in connection with logistics services | $ 160,161 | $ 143,128 | $ 359,800 | $ 664,863 |
Revenue and Customer Contract_4
Revenue and Customer Contract Balances - Summary of Customer Contract Balances (Details) - USD ($) $ in Thousands | May 31, 2024 | Aug. 25, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Contract Assets | $ 1,432 | $ 0 |
Contract liabilities: | ||
Deferred revenue | 111,472 | 69,326 |
Customer advances | 8,018 | 5,565 |
Contract liabilities | $ 119,490 | $ 74,891 |
Revenue and Customer Contract_5
Revenue and Customer Contract Balances - Additional information (Details) - USD ($) $ in Millions | 9 Months Ended | |
May 31, 2024 | Aug. 25, 2023 | |
Disaggregation Of Revenue [Line Items] | ||
Expected revenue recognized on remaining performance obligations | $ 111.5 | |
Termination fees | 10.2 | $ 10.9 |
Revenue recognized | 47.1 | |
Contract with customer, liability, revenue recognized, customer advances | 1.3 | |
Estimates of consideration payable to customers, including estimates for pricing adjustments and returns | 12.7 | $ 12.5 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-06-01 | ||
Disaggregation Of Revenue [Line Items] | ||
Expected revenue recognized on remaining performance obligations | $ 88.7 | |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
Other Operating (Income) Expe_2
Other Operating (Income) Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2024 | May 26, 2023 | May 31, 2024 | May 26, 2023 | |
Other Income and Expenses [Abstract] | ||||
Restructure charge | $ 465 | $ (186) | $ 6,739 | $ 5,366 |
Restructuring costs payable | $ 900 | $ 900 |
Other Non-operating (Income) _3
Other Non-operating (Income) Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
May 31, 2024 | May 26, 2023 | Feb. 24, 2023 | May 31, 2024 | May 26, 2023 | |
Nonoperating Income (Expense) [Abstract] | |||||
Loss (gain) on extinguishment or prepayment of debt | $ 792 | $ 0 | $ 16,700 | $ 1,117 | $ 15,924 |
Loss (gain) from changes in foreign currency exchange rates | 606 | 410 | 242 | 55 | |
Loss (gain) on disposition of assets | (626) | 43 | (540) | (2,982) | |
Other | (331) | (99) | (706) | (698) | |
Other non-operating (income) expense | $ 441 | $ 354 | $ 113 | $ 12,299 |
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 | 9 Months Ended | ||
May 31, 2024 | May 26, 2023 | May 31, 2024 | May 26, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Income (loss) before taxes | $ 4,903 | $ (12,054) | $ (13,584) | $ (29,153) |
Income tax provision (benefit) | $ (1,323) | $ 7,216 | $ 4,409 | $ 26,687 |
Effective tax rate | (27.00%) | (59.90%) | (32.50%) | (91.50%) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2024 | May 26, 2023 | May 31, 2024 | May 26, 2023 | |
Income Taxes [Line Items] | ||||
Effective tax rate | (27.00%) | (59.90%) | (32.50%) | (91.50%) |
U.S. Federal | ||||
Income Taxes [Line Items] | ||||
Effective income tax rate reconciliation, tax credit, research, amount | $ 4,500 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2024 | May 26, 2023 | May 31, 2024 | May 26, 2023 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) from continuing operations | $ 5,616 | $ (19,648) | $ (19,777) | $ (56,983) |
Net income (loss) from discontinued operations | 0 | (4,807) | (8,148) | 10,301 |
Net income (loss) attributable to SGH – diluted | 5,616 | (24,455) | (27,925) | (46,682) |
Net income (loss) attributable to SGH – basic | $ 5,616 | $ (24,455) | $ (27,925) | $ (46,682) |
Weighted-average shares outstanding – Basic (in shares) | 52,570 | 49,380 | 52,219 | 49,152 |
Dilutive effect of equity plans and convertible notes (in shares) | 1,713 | 0 | 0 | 0 |
Weighted-average shares outstanding – Diluted (in shares) | 54,283 | 49,380 | 52,219 | 49,152 |
Basic earnings (loss) per share: | ||||
Continuing Operations (in usd per share) | $ 0.11 | $ (0.40) | $ (0.38) | $ (1.16) |
Discontinued Operations (in usd per share) | 0 | (0.10) | (0.15) | 0.21 |
Basic (in usd per share) | 0.11 | (0.50) | (0.53) | (0.95) |
Diluted earnings (loss) per share: | ||||
Continuing Operations (in usd per share) | 0.10 | (0.40) | (0.38) | (1.16) |
Discontinued Operations (in usd per share) | 0 | (0.10) | (0.15) | 0.21 |
Diluted (in usd per share) | $ 0.10 | $ (0.50) | $ (0.53) | $ (0.95) |
Earnings Per Share - Schedule_2
Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2024 | May 26, 2023 | May 31, 2024 | May 26, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 848 | 11,048 | 6,077 | 11,048 |
Equity plans | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 848 | 8,482 | 6,077 | 8,482 |
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 | 2,566 | 0 | 2,566 |
Segment and Other Information -
Segment and Other Information - Additional Information (Details) | 9 Months Ended |
May 31, 2024 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment and Other Information_2
Segment and Other Information - Schedule of Segment Reporting Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
May 31, 2024 | May 26, 2023 | May 31, 2024 | May 26, 2023 | |
Segment Reporting Information [Line Items] | ||||
Total net sales | $ 300,580 | $ 344,418 | $ 859,648 | $ 1,124,592 |
Total segment operating income | 11,511 | (2,386) | 9,504 | 10,384 |
Share-based compensation expense | (11,192) | (9,642) | (32,801) | (29,654) |
Amortization of acquisition-related intangibles | (9,766) | (11,609) | (29,525) | (33,282) |
Flow through of inventory step up | 0 | 0 | 0 | (2,599) |
Cost of sales-related restructure | (387) | (211) | (1,271) | (5,763) |
Diligence, acquisition and integration expense | (4) | (8,637) | (6,678) | (18,193) |
Impairment of goodwill | 0 | 0 | 0 | (17,558) |
Change in fair value of contingent consideration | 0 | (14,800) | 0 | (24,900) |
Restructure charge | (465) | 186 | (6,739) | (5,366) |
Other | 0 | 0 | 0 | (1,800) |
Total unallocated | (77,395) | (102,866) | (244,186) | (313,202) |
Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 300,580 | 344,418 | 859,648 | 1,124,592 |
Total segment operating income | 33,325 | 42,327 | 86,518 | 149,499 |
Operating Segments | Memory Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 91,629 | 109,458 | 260,594 | 338,083 |
Total segment operating income | 4,471 | 19,368 | 17,682 | 58,773 |
Operating Segments | Intelligent Platform Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 144,968 | 170,854 | 405,197 | 604,276 |
Total segment operating income | 28,921 | 24,169 | 69,113 | 93,799 |
Operating Segments | LED Solutions | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 63,983 | 64,106 | 193,857 | 182,233 |
Total segment operating income | (67) | (1,210) | (277) | (3,073) |
Corporate, Non-Segment | ||||
Segment Reporting Information [Line Items] | ||||
Total unallocated | $ (21,814) | $ (44,713) | $ (77,014) | $ (139,115) |