SMART GLOBAL HOLDINGS, INC., 10-K filed on 10/14/2022
Annual Report
v3.22.2.2
Cover Page - USD ($)
$ in Millions
 12 Months Ended
Aug. 26, 2022
Oct. 03, 2022
Feb. 25, 2022
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Current Fiscal Year End Date --08-26    
Document Period End Date Aug. 26, 2022    
Document Transition Report false    
Entity File Number 001-38102    
Entity Registrant Name SMART GLOBAL HOLDINGS, INC.    
Entity Incorporation, State or Country Code E9    
Entity Tax Identification Number 98-1013909    
Entity Address, Address Line One c/o Walkers Corporate Limited    
Entity Address, Address Line Two 190 Elgin Avenue    
Entity Address, City or Town George Town, Grand Cayman    
Entity Address, Country KY    
Entity Address, Postal Zip Code KY1-9008    
City Area Code 510    
Local Phone Number 623-1231    
Title of 12(b) Security Ordinary shares, $0.03 par value per share    
Trading Symbol SGH    
Security Exchange Name NASDAQ    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
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    
ICFR Auditor Attestation Flag true    
Entity Shell Company false    
Entity Public Float     $ 1,390
Entity Common Stock, Shares Outstanding   48,620,594  
Documents Incorporated by Reference Portions of the registrant’s Proxy Statement for the 2022 General Meeting are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended August 26, 2022.    
Entity Central Index Key 0001616533    
Document Fiscal Year Focus 2022    
Document Fiscal Period Focus FY    
Amendment Flag false    
v3.22.2.2
Auditor Information
 12 Months Ended
Aug. 26, 2022
Auditor Information [Abstract]  
Auditor Name DELOITTE & TOUCHE LLP
Auditor Location San Jose, California
Auditor Firm ID 34
v3.22.2.2
Consolidated Balance Sheets - USD ($)
$ in Thousands
Aug. 26, 2022
Aug. 27, 2021
Assets    
Cash and cash equivalents $ 363,065 $ 222,986
Accounts receivable, net [1] 410,323 313,393
Inventories 323,084 363,601
Other current assets 55,393 50,838
Total current assets 1,151,865 950,818
Property and equipment, net 153,935 156,266
Operating lease right-of-use assets 77,399 40,869
Intangible assets, net 77,812 101,073
Goodwill 74,009 74,255
Other noncurrent assets 37,044 21,517
Total assets 1,572,064 1,344,798
Liabilities and Equity    
Accounts payable and accrued expenses 413,354 484,107
Current debt 12,025 25,354
Other current liabilities 90,161 74,337
Total current liabilities 515,540 583,798
Long-term debt 591,389 340,484
Noncurrent operating lease liabilities 71,754 32,419
Acquisition-related contingent consideration 0 60,500
Other noncurrent liabilities 14,835 8,673
Total liabilities 1,193,518 1,025,874
Commitments and contingencies
SMART Global Holdings shareholders’ equity:    
Ordinary shares, $0.03 par value; authorized 200,000 shares; 52,880 shares issued and 48,604 outstanding as of August 26, 2022; 50,138 shares issued and 48,736 outstanding as of August 27, 2021 1,586 1,504
Additional paid-in-capital 448,112 396,120
Retained earnings 251,344 184,787
Treasury shares, 4,276 and 1,402 shares held as of August 26, 2022 and August 27, 2021, respectively (107,776) (50,545)
Accumulated other comprehensive income (loss) (221,655) (221,615)
Total SGH shareholders’ equity 371,611 310,251
Noncontrolling interest in subsidiary 6,935 8,673
Total equity 378,546 318,924
Total liabilities and equity $ 1,572,064 $ 1,344,798
[1] Receivables from related parties were de minimis and $14,057 as of August 26, 2022 and August 27, 2021, respectively.
v3.22.2.2
Consolidated Balance Sheets (Parenthetical) - USD ($)
shares in Thousands, $ in Thousands
Aug. 26, 2022
Aug. 27, 2021
Statement of Financial Position [Abstract]    
Ordinary shares, par value (in usd per share) $ 0.03 $ 0.03
Ordinary shares, authorized (in shares) 200,000 200,000
Ordinary shares, issued (in shares) 52,880 50,138
Ordinary shares, outstanding (in shares) 48,604 48,736
Treasury shares (in shares) 4,276 1,402
Receivables from related parties $ 0 $ 14,057
v3.22.2.2
Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Income Statement [Abstract]      
Total net sales [1] $ 1,819,352 $ 1,501,142 $ 1,122,377
Cost of sales 1,366,132 1,192,762 905,981
Gross profit 453,220 308,380 216,396
Operating expenses:      
Research and development 77,356 49,274 52,056
Selling, general and administrative 220,031 171,509 123,010
Change in fair value of contingent consideration 41,324 32,400 0
Total operating expenses 338,711 253,183 175,066
Operating income 114,509 55,197 41,330
Nonoperating Income (Expense) [Abstract]      
Interest expense, net 21,169 17,600 15,000
Other non-operating (income) expense 4,837 (375) 16,970
Total non-operating (income) expense 26,006 17,225 31,970
Income before taxes 88,503 37,972 9,360
Income tax provision 19,911 15,466 10,503
Net income (loss) 68,592 22,506 (1,143)
Net income attributable to noncontrolling interest 2,035 1,196 0
Net income (loss) attributable to SGH $ 66,557 $ 21,310 $ (1,143)
Earnings (loss) per share:      
Basic (in usd per share) $ 1.35 $ 0.44 $ (0.02)
Diluted (in usd per share) $ 1.22 $ 0.41 $ (0.02)
Shares used in per share calculations:      
Basic (in shares) 49,467 48,558 47,988
Diluted (in shares) 54,443 51,584 47,988
[1] Sales to related parties were de minimis, $76,488 and $75,837 in 2022, 2021 and 2020, respectively.
v3.22.2.2
Consolidated Statements of Operations (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Income Statement [Abstract]      
Sales to related parties $ 0 $ 76,488 $ 75,837
v3.22.2.2
Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Thousands
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Statement of Comprehensive Income [Abstract]      
Net income (loss) $ 68,592 $ 22,506 $ (1,143)
Other comprehensive income (loss), net of tax:      
Foreign currency translation adjustments (40) 6,626 (50,375)
Comprehensive income (loss) 68,552 29,132 (51,518)
Comprehensive income attributable to noncontrolling interest 2,035 1,196 0
Comprehensive income (loss) attributable to SGH $ 66,517 $ 27,936 $ (51,518)
v3.22.2.2
Condensed Consolidated Statements of Shareholders' Equity - USD ($)
shares in Thousands, $ in Thousands
Total
Ordinary shares
Additional Paid-in-capital
Retained Earnings
Treasury Shares
Accumulated Other Comprehensive Income (Loss)
Total SGH Shareholders’ Equity
Non- controlling Interest in Subsidiary
Common stock, beginning balance (in shares) at Aug. 30, 2019   47,355            
Beginning balance at Aug. 30, 2019 $ 273,460 $ 1,421 $ 286,568 $ 164,620 $ (1,283) $ (177,866) $ 273,460 $ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income (loss) (1,143)     (1,143)     (1,143)  
Other comprehensive income (loss) (50,375)         (50,375) (50,375)  
Shares issued under equity plans (in shares)   1,525            
Shares issued under equity plans 5,479 $ 45 5,434       5,479  
Repurchase of ordinary shares (in shares)   (27)            
Repurchase of ordinary shares (749) $ (1) 1   (749)   (749)  
Shares issued in connection with acquisition of Inforce (in shares)   135            
Shares issued in connection with acquisition of Inforce 0 $ 4 (4)       0  
Share-based compensation expense 18,716   18,716       18,716  
Reclassification of Capped Calls to equity (14,106)   (14,106)       (14,106)  
Issuance of convertible notes 50,822   50,822       50,822  
Common stock, ending balance (in shares) at Aug. 28, 2020   48,988            
Ending balance at Aug. 28, 2020 282,104 $ 1,469 347,431 163,477 (2,032) (228,241) 282,104 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income (loss) 22,506     21,310     21,310 1,196
Other comprehensive income (loss) 6,626         6,626 6,626  
Shares issued under equity plans (in shares)   2,403            
Shares issued under equity plans 14,923 $ 72 14,851       14,923  
Repurchase of ordinary shares (in shares)   (1,253)            
Repurchase of ordinary shares (48,513) $ (37) 37   (48,513)   (48,513)  
Share-based compensation expense 33,801   33,801       33,801  
Acquisition of noncontrolling interest $ 7,477             7,477
Common stock, ending balance (in shares) at Aug. 27, 2021 48,736 50,138            
Ending balance at Aug. 27, 2021 $ 318,924 $ 1,504 396,120 184,787 (50,545) (221,615) 310,251 8,673
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income (loss) 68,592     66,557     66,557 2,035
Other comprehensive income (loss) (40)         (40) (40)  
Shares issued under equity plans (in shares)   2,797            
Shares issued under equity plans 12,140 $ 84 12,056       12,140  
Repurchase of ordinary shares (in shares)   (55)            
Repurchase of ordinary shares (57,231) $ (2) 2   (57,231)   (57,231)  
Share-based compensation expense 39,934   39,934       39,934  
Distribution to noncontrolling interest $ (3,773)             (3,773)
Common stock, ending balance (in shares) at Aug. 26, 2022 48,604 52,880            
Ending balance at Aug. 26, 2022 $ 378,546 $ 1,586 $ 448,112 $ 251,344 $ (107,776) $ (221,655) $ 371,611 $ 6,935
v3.22.2.2
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Cash flows from operating activities:      
Net income (loss) $ 68,592 $ 22,506 $ (1,143)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:      
Depreciation expense and amortization of intangible assets 64,907 49,111 36,430
Amortization of debt discount and issuance costs 10,263 8,798 5,866
Share-based compensation expense 40,119 33,877 18,716
Change in fair value of contingent consideration 41,324 32,400 0
Loss on remeasurement of Capped Calls 0 0 7,719
Loss on extinguishment of debt 653 0 6,822
Other 695 829 2,471
Changes in operating assets and liabilities:      
Accounts receivable (97,509) (51,440) (12,348)
Inventories 39,667 (137,889) (51,840)
Other assets (1,353) (9,943) 10,820
Accounts payable and accrued expenses and other liabilities (61,738) 208,108 65,807
Deferred income taxes, net (689) (3,007) (2,115)
Net cash provided by operating activities 104,931 153,350 87,205
Cash flows from investing activities:      
Capital expenditures and deposits on equipment (38,153) (47,580) (32,445)
Acquisition of business, net of cash acquired 0 (35,677) 0
Other (817) (921) 404
Net cash used for investing activities (38,970) (84,178) (32,041)
Cash flows from financing activities:      
Proceeds from debt 278,657 11,439 243,125
Proceeds from borrowing under line of credit 84,000 172,500 103,000
Proceeds from issuance of ordinary shares 12,140 14,923 5,479
Repayments of debt (127,073) 0 (213,436)
Repayments of borrowings under line of credit (109,000) (147,500) (103,000)
Payments to acquire ordinary shares (57,231) (48,513) (749)
Distribution to noncontrolling interest (3,773) 0 0
Purchase of Capped Calls 0 0 (21,825)
Other (3,841) 0 0
Net cash provided by financing activities 73,879 2,849 12,594
Effect of changes in currency exchange rates on cash and cash equivalents 239 154 (15,086)
Net increase in cash and cash equivalents 140,079 72,175 52,672
Cash and cash equivalents at beginning of period 222,986 150,811 98,139
Cash and cash equivalents at end of period 363,065 222,986 150,811
Supplemental disclosures:      
Interest paid, net of amounts capitalized 12,798 8,029 12,983
Income taxes paid, net $ 13,811 $ 6,702 $ 9,151
v3.22.2.2
Significant Accounting Policies
 12 Months Ended
Aug. 26, 2022
Accounting Policies [Abstract]  
Significant Accounting Policies
Significant Accounting Policies
Basis of Presentation
Since our inception over 30 years ago, SMART Global Holdings, Inc. (“SGH” or the “Company”) has grown into a diversified group of businesses focused on the design and manufacture of specialty solutions for the computing, memory and LED markets. Our success is based on a customer-focused approach characterized by a commitment to quality, advanced technical expertise, quick time-to-market, build-to-order flexibility and excellence in customer service.
The accompanying consolidated financial statements include SGH and its consolidated subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America. Intercompany balances and transactions have been eliminated in consolidation.
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 2022, 2021 and 2020 each contained 52 weeks. All period references are to our fiscal periods unless otherwise indicated. Financial information for our subsidiaries in Brazil is included in our consolidated financial statements on a one-month lag because their fiscal years end on July 31 of each year.
Cash and Cash Equivalents
Cash equivalents include highly liquid short-term investments, readily convertible to known amounts of cash, with original maturities of three months or less.
Derivative Instruments
We use derivative instruments to manage our exposure to changes in currency exchange rates from certain monetary assets and liabilities denominated in currencies other than the U.S. dollar. Derivative instruments are measured at their fair values and recognized as either assets or liabilities. The accounting for changes in the fair value of derivative instruments is based on the intended use of the derivative and the resulting designation. For derivative instruments that are not designated for hedge accounting, gains or losses from changes in fair values are recognized in other non-operating (income) expense. We do not use foreign currency contracts for speculative or trading purposes.
Fair Value Measurements
We measure and report certain financial assets and liabilities at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. U.S. GAAP has established a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that can be obtained from independent sources and can be validated by a third party, whereas unobservable inputs reflect assumptions regarding what a third party might use in pricing an asset or liability. The fair value hierarchy is categorized into three levels, based on the reliability of inputs, as follows:
•Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities;
•Level 2 – Valuations based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
•Level 3 – Valuations based on unobservable inputs for the asset or liability.
Functional Currency
Our primary functional currency is the U.S. dollar. Gains and losses from the remeasurement of non-functional currency balances are recorded in other non-operating (income) expense. The functional currency of our subsidiaries in Brazil is the
Brazilian real. Assets and liabilities of our Brazil subsidiaries are translated into U.S. dollars each period at the current exchange rate, while revenues and expenses are translated at the average exchange rate prevailing during the period. Cumulative translation gains and losses are included in accumulated other comprehensive income (loss).
Goodwill
We test goodwill for impairment in the fourth quarter of each year, or more frequently if indicators of an impairment exist, to determine whether it is more likely than not that the fair value of the reporting unit with goodwill is less than its carrying value. Qualitative factors considered in this assessment include industry and market considerations, overall financial performance and other relevant events and factors affecting the fair value of the reporting unit. No impairment of goodwill was recognized through August 26, 2022.
Government Incentives
We receive incentives from governmental entities related to certain expenses and other activities. These government incentives may require that we meet or maintain specified spending levels and other operational metrics and are recorded in the financial statements in accordance with their purpose. Incentives related to specific operating activities are recorded against the related expense in the period the expense is incurred. Government incentives received prior to being earned are included in other current liabilities, whereas government incentives earned prior to being received are included in other current or noncurrent assets. Cash received from government incentives related to operating expenses is included as an operating activity in the consolidated statement of cash flows.
Income Taxes
We recognize current and deferred income taxes based on reported income before income taxes. Deferred income taxes reflect the effect of temporary differences and carryforwards recognized for financial reporting and income tax purposes. Deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, utilizing tax rates that are expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. We recognize valuation allowances to reduce deferred tax assets to the amount that we estimate, based on available evidence and management judgment, will more likely than not be realized. We record a valuation allowance in the period the determination is made that all or part of the net deferred tax assets will not be realized. We record interest and penalties related to unrecognized tax benefits in tax expense.
Intangible Assets
Intangible assets are stated at cost and amortized on a straight-line basis over their estimated useful lives of generally four to eight years for technology, four to eight years for customer relationships and five to seven years for trademarks/trade names. Intangible assets are retired in the period they become fully amortized.
We review the carrying value of identified intangible assets for impairment when events and circumstances indicate that their carrying value may not be recoverable from the estimated future cash flows expected to result from their use and/or disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to the amount by which the carrying value exceeds the estimated fair value of the identifiable intangible assets.
Inventories
Inventories are stated at the lower of cost or net realizable value. In our LED segment, cost is determined on a first-in, first-out method or average cost method. For all other segments, inventory value is determined on a specific identification basis for material and an allocation of labor and manufacturing overhead. At each balance sheet date, we evaluate ending inventories for excess quantities and obsolescence, including analyses of sales levels by product family, historical demand and forecasted demand in relation to inventory on hand, competitiveness of product offerings, market conditions and product life cycles.
Leases
We have operating leases through which we acquire or utilize facilities, offices and equipment in our manufacturing operations, research and development activities and selling, general and administrative functions. In determining the lease
term, we assess whether it is reasonably certain we will exercise options to renew or terminate a lease, and when or whether we would exercise an option to purchase the right-of-use asset. Measuring the present value of the initial lease liability requires exercising judgment to determine the discount rate, which we base on interest rates for similar borrowings issued by entities with credit ratings similar to ours.
We recognize right-of use assets and corresponding lease liabilities for leases with an initial term of more than 12 months and do not separate lease and non-lease components. Recognized leases are included in operating lease right-of-use assets and corresponding lease liabilities are included in other current liabilities or noncurrent operating lease liabilities. For operating leases of buildings, we account for non-lease components, such as common area maintenance, as a component of the lease and include the components in the initial measurement of our right-of-use assets and corresponding liabilities. Operating lease assets are amortized on a straight-line basis over the lease term.
Property and Equipment
Property and equipment is stated at cost and depreciated using the straight-line method over estimated useful lives of generally two to five years for equipment, five to forty years for buildings and building improvements and two to five years for furniture, fixtures and software. Land leases are amortized using the straight-line method over their lease terms, which expire from 2057 to 2082.
We review the carrying value of property and equipment for impairment when events and circumstances indicate that the carrying value of an asset or group of assets may not be recoverable from the estimated future cash flows expected to result from its use and/or disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to the amount by which the carrying value exceeds the estimated fair value of the assets.
Research and Development
Research and development expenditures are expensed in the period incurred.
Revenue Recognition
We recognize revenue based on the transfer of control of goods and services and apply the following five-step approach: (1) identification of a contract with a customer, (2) identification of the performance obligations in the contract, (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations in the contract and (5) recognition of revenue as performance obligations are satisfied.
Product Revenue: Product revenue is generally recognized at a point in time when control of the promised goods is transferred to customers. Contracts with customers are generally short-term in duration at fixed, negotiated prices with payment generally due shortly after delivery. We estimate a liability for returns using the expected value method based on historical rates of return. In addition, we generally offer price protection to our distributors, which is a form of variable consideration that decreases the transaction price. We use the expected value method, based on historical price adjustments and current pricing trends, to estimate the amount of revenue recognized from sales to distributors. Differences between the estimated and actual amounts are recognized as adjustments to revenue.
Non-cancellable, nonrefundable customized product sales are recognized over time on a cost incurred basis. In connection with these arrangements, customers obtain control and benefit from the services as they are performed. The terms for these arrangements provide us with a legally enforceable right to receive payment, including a reasonable profit margin upon customer cancellation, for performance completed to date. Accordingly, we recognize revenue over time as we complete the manufacture of these products.
A portion of our revenue is derived from the sale of customized products. In certain cases, we recognize revenue when control of the underlying assets passes to the customer when the customer is able to direct the use of, and obtain substantially all of the remaining benefit from, the assets; the customer has the significant risks and rewards associated with ownership of the assets; and we have a present right to payment. Under the terms of these arrangements, we cannot repurpose products without the customer’s consent and accordingly, we recognize revenue at the point in time when products are completed and made available to the customer.
Service Revenue: Our service revenue is derived from supply chain services as well as professional services. Supply chain services includes procurement, logistics, inventory management, temporary warehousing, kitting and packaging. Professional services include solution design, system installation, software automation and managed support services
related to high performance computing (“HPC”) and storage systems. A portion of our product sales include extended warranty and on-site services, subscriptions to our HPC environment, professional services, software and related support.
Agent Services: We provide certain supply chain services on an agent basis, whereby we procure materials on behalf of our customers and then resell such materials to our customers. 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 procured. However, only the amount related to the agent component is recognized as revenue in our results of operations. We generally recognize revenue for these procurement, logistics and inventory management services upon the completion of such services, which typically occurs at the time of shipment of product to the customer. Amounts we invoice to customers for cost of materials related to services performed, which remain unpaid as of the end of a reporting period, are included in accounts receivable. Additionally, cost of materials procured for customers under these agent services, but which remain on hand as of the end of a reporting period, are included in inventories. Amounts in accounts receivable and inventories impact the determination of net cash provided by (or used in) operations.
Transaction Price: The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer. We allocate the transaction price to each distinct product and service based on its relative standalone selling price. The standalone selling price for products primarily involves the cost to produce the deliverable plus the anticipated margin and for services is estimated based on our approved list price.
A portion of our service revenue is from professional consulting services, including installation and other services and hardware and software related support. Each contract may contain multiple performance obligations, which requires the transaction price to be allocated to each performance obligation. We allocate the consideration to each performance obligation based on the relative selling price, determined as the best estimate of the price at which we would transact if it sold the deliverable regularly on a stand-alone basis.
Contract Costs: As a practical expedient, we recognize the incremental costs of obtaining a contract, specifically commission expenses that have an amortization period of less than twelve months, as an expense when incurred. Additionally, we account for shipping and handling costs, if any, that occur after control transfers to the customer as a fulfillment activity. We record shipping and handling costs related to revenue transactions within cost of sales as a period cost.
Share-Based Compensation
Share-based compensation is measured at the grant date, based on the fair value of the award, and recognized as expense under the straight-line attribution method over the requisite service period. We account for forfeitures as they occur.
Treasury Shares
Treasury shares are carried at cost. When treasury shares are retired, any excess of the repurchase price paid over par value is allocated between additional capital and retained earnings.
Use of Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Estimates and judgments are based on historical experience, forecasted events and various other assumptions. Significant items subject to such estimates and assumptions include business acquisitions, income taxes, inventories, goodwill and intangible assets, property and equipment, revenue recognition and share-based compensation. Actual results could differ from the estimates made by management.
v3.22.2.2
Subsequent Events
 12 Months Ended
Aug. 26, 2022
Subsequent Events [Abstract]  
Subsequent Events
Subsequent Events
Acquisition of Stratus Technologies
On August 29, 2022, SGH completed its previously announced acquisition of all of the outstanding shares of Storm Private Holdings I Ltd., a Cayman Islands exempted company (“Stratus Holding Company” and together with its subsidiaries, “Stratus Technologies”), pursuant to a Share Purchase Agreement (the “Purchase Agreement”), dated as of June 28, 2022.
At the closing of the transaction, SGH paid to the seller a cash purchase price of $225 million, subject to certain adjustments. In addition, the seller has the right to receive, and SGH will be obligated to pay, contingent consideration (if
any) of up to $50 million (the “Earnout”) based on the gross profit performance of the Stratus business during the first full 12 fiscal months of Stratus following the closing. The Earnout, if any, will be payable in cash, ordinary shares of SGH or a mix of cash and SGH Shares, at SGH’s election.
Stratus is a global leader in simplified, protected, and autonomous computing platforms and services in the data center and at the Edge. For more than 40 years, Stratus has provided high-availability, fault-tolerant computing to Fortune 500 companies and small-to-medium sized businesses enabling them to securely and remotely run critical applications with minimal downtime.
First Supplemental Indenture to Indenture Governing 2.25% Convertible Senior Notes Due 2026
On August 26, 2022, SGH entered into the First Supplemental Indenture (the “First Supplemental Indenture”) to the Indenture, dated February 11, 2020 (the “Indenture”), between SGH and U.S. Bank National Association, as trustee, governing SGH’s outstanding 2.25% Convertible Senior Notes due 2026 (the “2026 Notes”). The First Supplemental Indenture became effective on August 27, 2022.
Pursuant to the First Supplemental Indenture, SGH irrevocably elected (i) to eliminate SGH’s option to elect Physical Settlement (as defined in the Indenture) on any conversion of 2026 Notes that occurs on or after the date of the First Supplemental Indenture and (ii) that, with respect to any Combination Settlement (as defined in the Indenture) for a conversion of the 2026 Notes, the Specified Dollar Amount (as defined in the Indenture) that will be settled in cash per $1,000 principal amount of the 2026 Notes shall be no lower than $1,000. As a result of our election, upon any conversion of our 2026 Notes, we will be required to pay cash in an amount at least equal to the principal portion while continuing to have the option to settle any amount in excess of the principal portion in cash and/or ordinary shares. Following the election, only the amounts expected to be settled in excess of the principal portion are considered dilutive in calculating earnings per share under the if-converted method.
Amended Credit Facility
On August 29, 2022, SGH and SMART Modular Technologies, Inc. entered into an incremental amendment to the Credit Agreement (the “Incremental Amendment,” and together with the Credit Agreement, the “Amended Credit Agreement”). The Incremental Amendment (i) provides for incremental term loans in an aggregate amount of $300 million (the “Incremental 2027 TLA”), which Incremental 2027 TLA is on the same terms as the 2027 TLA , (ii) increases the maximum First Lien Leverage Ratio (as defined in the Amended Credit Agreement) financial covenant from 3.00:1.00 to 3.25:1.00 and (iii) increases the aggregate amount of unrestricted cash and permitted investments netted from the definitions of Consolidated First Lien Debt and Consolidated Net Debt under the Amended Credit Agreement from $100 million to $125 million. The 2027 TLA, the Incremental 2027 TLA and the 2027 Revolver are referred to together as the “Amended Credit Facility.” The Amended Credit Facility matures on February 7, 2027.
Prepayment of Earnout Note
On August 29, 2022, substantially simultaneously with entering into the Incremental Amendment, we repaid in full the $101.8 million outstanding under the Earnout Note. See “Business Acquisition – LED Business – Contingent Consideration.”
v3.22.2.2
Share Dividend
 12 Months Ended
Aug. 26, 2022
Share-Based Payment Arrangement [Abstract]  
Share Dividend
Share Dividend
On January 3, 2022, our Board of Directors declared a share dividend of one ordinary share, $0.03 par value per share, for every one outstanding ordinary share owned to shareholders of record as of January 25, 2022. The dividend was paid on February 1, 2022. The accompanying consolidated financial statements and notes have been restated and adjusted for the impact of the share dividend.
Equity
SGH Shareholders’ Equity
Share Dividend
On January 3, 2022, our Board of Directors declared a share dividend of one ordinary share, $0.03 par value per share, for every one outstanding ordinary share owned to shareholders of record as of January 25, 2022. The dividend was paid on February 1, 2022.
Share Repurchase Authorization
On April 4, 2022, our Board of Directors approved a $75 million share repurchase authorization, under which we may repurchase our outstanding ordinary shares from time to time through open market purchases, privately-negotiated transactions or otherwise. The share repurchase authorization has no expiration date but may be suspended or terminated by the Board of Directors at any time. In 2022, we repurchased an aggregate of 2.6 million shares for $50.0 million under the repurchase authorization. As of August 26, 2022, these repurchased shares were held in treasury.
Other Share Repurchases
We repurchased 241 thousand, 153 thousand and 28 thousand ordinary shares as payment of withholding taxes for $7.2 million, $4.2 million and $0.7 million in 2022, 2021 and 2020, respectively. As of August 26, 2022, these repurchased shares were held in treasury.
In addition, in January 2021, we repurchased an aggregate of 1.1 million ordinary shares for $44.3 million from Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., Silver Lake Sumeru Fund Cayman, L.P. and Silver Lake Technology Investors Sumeru Cayman, L.P. in a privately negotiated transaction. The transaction closed on January 15, 2021. As of August 26, 2022, these repurchased shares were held in treasury.
Capped Calls
In connection with the offering of the our 2026 Notes in February 2020, we entered into capped call transactions (“Capped Calls”), at arms-length, which have initial strike prices of approximately $20.30 per share, subject to certain adjustments, corresponding to the initial conversion price of the 2026 Notes, and initial cap prices of $27.07 per share, which are subject to certain adjustments. The Capped Calls cover, subject to anti-dilution adjustments, approximately 12.3 million ordinary shares of the Company and are generally intended to reduce the potential economic dilution upon any conversion of 2026 Notes and/or offset any potential cash payments we may be required to make in excess of the principal amount of converted 2026 Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The Capped Calls expire February 15, 2026 (the maturity date of the 2026 Notes), subject to earlier exercise. The Capped Calls are subject to either adjustment or termination upon the occurrence of specified extraordinary events affecting the Company, including mergers, tender offers and delistings involving the Company. In addition, the Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the Capped Calls, including insolvency filings and hedging disruptions.
The Capped Calls were originally classified as noncurrent derivative assets because they could be settled only in cash. In March 2020, our shareholders approved a proposal to amend our memorandum and articles of association to permit us to purchase or otherwise acquire our ordinary shares. The amendment also enabled us to utilize shares or cash, or any combination thereof, to settle the capped call transactions, which resulted in the reclassification of the noncurrent derivative assets to additional paid in capital in an amount equal to the $14.1 million fair value of the Capped Calls as of March 30, 2020. In connection therewith, we recognized a loss of $7.7 million in 2020 in other non-operating expense from the revaluation of the Capped Calls.
Noncontrolling Interest in Subsidiary
In connection with our acquisition of the LED Business, we have a 51% ownership interest in the Cree Joint Venture. The remaining 49% ownership interest is held by San’an. The Cree Joint Venture has a five-member board of directors, three of which are designated by us and two of which are designated by San’an. As a result of our majority voting interest, we consolidate the operations of the Cree Joint Venture and report its results of operations within our LED Solutions segment.
The Cree Joint Venture has a manufacturing agreement pursuant to which San’an supplies it with mid-power LED products and we and the Cree Joint Venture have a sales agent agreement pursuant to which we are the independent sales representative of the Cree Joint Venture. The Cree Joint Venture produces and delivers to market high performing, mid-power lighting class LEDs in an exclusive arrangement serving the markets of North and South America, Europe and Japan, and serves China markets and the rest of the world on a non-exclusive basis.
The 49% ownership interest held by San’an is classified as noncontrolling interest. In the second quarter of 2022, the Cree Joint Venture distributed an aggregate of $7.7 million to its partners, including $3.9 million to SGH and $3.8 million to San’an. Noncontrolling interest increased by $2.0 million and $1.2 million in 2022 and 2021, respectively, for San’an’s share of net income from the Cree Joint Venture. Remaining cash and other assets of the Cree Joint Venture are generally not available for use by us in our other operations.
v3.22.2.2
Recently Adopted Accounting Standards
 12 Months Ended
Aug. 26, 2022
Accounting Changes and Error Corrections [Abstract]  
Recently Adopted Accounting Standards
Recently Adopted Accounting Standards
In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-08 – Business Combinations: Accounting for Contract Asset and Contract Liabilities from Contracts with Customers, to require that an acquirer recognize and measure contract assets and liabilities acquired in a business combination in accordance with ASC 606, Revenue from Contracts with Customers. We adopted ASU 2021-08 in the third quarter of 2022 and the adoption had no impact on our financial statements.
In December 2019, the FASB issued ASU 2019-12 – Income Taxes: Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of, and simplify GAAP for, other areas of Topic 740 by clarifying and amending existing guidance. We adopted ASU 2019-12 in the first quarter of 2022 on a prospective basis. The adoption of this ASU did not have a significant impact on our financial statements.In June 2016, the FASB issued ASU 2016-13 – Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments, which requires a financial asset (or a group of financial assets) measured on the basis of amortized cost to be presented at the net amount expected to be collected. This ASU requires that the income statement reflect the measurement of credit losses for newly recognized financial assets as well as the increases or decreases of expected credit losses that have taken place during the period. This ASU requires that credit losses of debt securities designated as available-for-sale be recorded through an allowance for credit losses and limits the credit loss to the amount by which fair value is below amortized cost. We adopted ASU 2016-13 in the first quarter of 2021 under the modified retrospective adoption method. The adoption of this ASU did not have a significant impact on our financial statements
v3.22.2.2
Recently Issued Accounting Standards
 12 Months Ended
Aug. 26, 2022
Accounting Changes and Error Corrections [Abstract]  
Recently Issued Accounting Standards
Recently Issued Accounting Standards
In August 2020, the FASB issued ASU 2020-06 – Debt – Debt with Conversion and Other Options and Derivatives and Hedging – Contracts in Entity’s Own Equity: Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible debt instruments by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract. This ASU requires a convertible debt instrument to be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives. This ASU requires an entity to use the if-converted method in the diluted earnings per share calculation for convertible instruments. This ASU is effective for us in the first quarter of 2023 and permits the use of either the modified retrospective or fully retrospective method of transition.
We adopted ASU 2020-06 in the first quarter of 2023 under the modified retrospective method. Upon adoption of ASU 2020-06, the previously separated equity component and associated issuance costs for our outstanding 2026 Notes were reclassified from additional capital to long-term debt, thereby eliminating future amortization of the debt discount as interest expense. Amortization of the debt discount as interest expense was $8.1 million, $7.5 million and $3.9 million in 2022, 2021 and 2020, respectively. The following table summarizes the effects of adopting ASU 2020-06:
Ending Balance as ofBeginning Balance as of
August 26,
2022		Adoption of ASU 2020-06August 27,
2022
Long-term debt$591,389 $32,183 $623,572 
Additional paid-in-capital448,112 (50,822)397,290 
Retained earnings251,344 18,639 269,983 
On August 26, 2022, we made an irrevocable election, effective August 27, 2022, under the indenture to require the principal portion of our 2026 Notes to be settled in cash and any conversion consideration in excess of the principal portion in cash and/or ordinary shares at our option upon conversion. Following the irrevocable election, only the amounts expected to be settled in excess of the principal portion are considered dilutive in calculating earnings per share under the if-converted method. See “Subsequent Events – First Supplemental Indenture to Indenture Governing 2.25% Convertible Senior Notes Due 2026.”
v3.22.2.2
Business Acquisition
 12 Months Ended
Aug. 26, 2022
Business Combinations [Abstract]  
Business Acquisition
Business Acquisition
LED Business
On March 1, 2021, pursuant to the previously announced Asset Purchase Agreement, dated October 18, 2020, as amended by the Amendment to Asset Purchase Agreement, dated March 1, 2021 (as amended, the “CreeLED Purchase Agreement”), (i) we acquired the LED business of Cree, Inc., a corporation now known as Wolfspeed, Inc. (“Cree”), including (a) certain equipment, inventory, intellectual property rights, contracts and real estate comprising Cree’s LED products segment, (b) all of the issued and outstanding equity interests of Cree Huizhou Solid State Lighting Company Limited, a limited liability company organized under the laws of the People’s Republic of China and an indirect wholly owned subsidiary of Cree and
(c) Cree’s 51.0% ownership interest in Cree Venture LED Company Limited (“Cree Joint Venture”), Cree’s joint venture with San’an Optoelectronics Co., Ltd. (“San’an”) and (ii) we assumed certain liabilities related to the LED business (collectively, (i) and (ii), the “LED Business”). In connection with the transaction, Cree retained certain assets used in and pre-closing liabilities associated with its LED products segment.
The acquisition of the LED Business, a global industry leader, further enhances our growth and diversification strategy and fits well with our other specialty businesses in computing and memory. The LED Business comprises a broad portfolio of highly efficient LED chips and high-performance LED components within the industry, including general lighting, specialty lighting, large-format video screens and outdoor and architectural lighting. The LED Business operates as our LED Solutions segment.
Purchase Price: The purchase price for the LED Business consisted of (i) a payment of $50.0 million in cash, subject to customary adjustments, (ii) an unsecured promissory note issued to Cree by the Company in the amount of $125.0 million(“LED Purchase Price Note”), (iii) an earn-out payment of up to $125.0 million based on the revenue and gross profit performance of the LED Business in Cree’s first four full fiscal quarters following the closing (“Earnout Period”), with a minimum payment of $2.5 million, payable in the form of an unsecured promissory note to be issued by us (“Earnout Note”) and (iv) the assumption of certain liabilities.
The aggregate purchase price was as follows:
Cash$50,000 
Additional payment for net working capital adjustment (1)22,398 
Fair value of LED Purchase Price Note125,000 
Fair value of Earnout Note28,100 
$225,498 
(1)Includes $15.3 million paid at closing and $7.1 million paid in the fourth quarter of 2021 upon completion of the review of the net working capital assets acquired and liabilities assumed.
Contingent Consideration: The Earnout Note was accounted for as contingent consideration. The fair value of the Earnout Note was estimated as of the date of acquisition to be $28.1 million and was valued using a Monte Carlo simulation analysis in a risk-neutral framework with assumptions for volatility, market price of risk adjustment, risk-free rate and cost of debt. The fair value measurement was based on significant inputs not observable in the market.
The Earnout Note was revalued each quarter and changes in valuation were reflected in results of operations. In 2022 and in the second half of 2021, we recorded charges of $41.3 million and $32.4 million, respectively, to adjust the value of the Earnout Note to its fair value. The changes in fair value reflected new information about the probability and timing of meeting the conditions of the revenue and gross profit targets of the LED Business. Based on the revenue and gross profit performance of the LED Business in Cree’s first four full fiscal quarters following the closing, the final calculated value of the contingent consideration was $101.8 million and, in the fourth quarter of 2022, we issued the Earnout Note to Cree for this amount. On August 29, 2022, subsequent to the end of 2022, we repaid in full the amount outstanding under that Earnout Note.
Valuation: The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed based on these valuation analyses. The valuation of the LED Business assets acquired and liabilities assumed, noncontrolling interest in subsidiary and consideration was as follows:
Cash and cash equivalents$36,721 
Accounts receivable45,608 
Inventories60,423 
Other current assets5,204 
Property and equipment70,116 
Operating lease right-of-use assets7,494 
Intangible assets64,500 
Other noncurrent assets26 
Accounts payable and accrued expenses(23,673)
Other current liabilities(27,509)
Noncurrent operating lease liabilities(4,019)
Other noncurrent liabilities(1,916)
Total net assets acquired232,975 
Noncontrolling interest in subsidiary(7,477)
Consideration$225,498 
The fair values and useful lives of the intangible asset acquired was as follows:
 Amount
Estimated
useful life
(in years)
Technology$49,800 
7-8
Trademarks/trade names6,100 
5
Customer relationships5,200 
7-8
Order backlog3,400 
less than 1
$64,500 
•Technology intangible assets were valued using the multi-period excess earnings method based on the discounted cash flow and technology obsolescence rate. The discounted cash flow requires the use of significant assumptions, including projected revenue, expenses, capital expenditures and other costs and discount rates calculated based on the cost of equity adjusted for various risks, including the size of the acquiree, industry risk and other risk factors.
•Trademarks/trade names intangible assets were valued using the relief from royalty method, which is the discounted cash flow savings accruing to the owner by virtue of the fact that the owner is not required to license the trade names/trademarks from a third party. Key assumptions included attributable revenue expected from the trade names/trademarks, royalty rates and assumed asset life.
•Customer relationships intangible assets were valued using the multi-period excess earnings method, which is the present value of the projected cash flows expected to be generated by the existing intangible asset after reduction by an estimated fair rate of return on contributory assets required to generate the customer relationship revenues. Key assumptions included discounted cash flow, estimated life cycle and customer attrition rates.
•Order backlog intangible assets represent the value of existing firm purchase orders in place at the time of acquisition and were valued using the discounted cash flow method, which accounts for the expected profit related to the purchase orders.
Unaudited Pro Forma Financial Information: The following unaudited pro forma financial information presents our combined results of operations as if the acquisition of the LED Business had occurred on August 31, 2019. The unaudited pro forma financial information is based on various adjustments and assumptions and is not necessarily indicative of what our results of operations actually would have been had the acquisition been completed as of August 31, 2019 or will be for
any future periods. Furthermore, the pro forma financial information does not include adjustments to reflect any potential revenue, synergies or dis-synergies or cost savings that may be achievable in connection with the acquisition, or the associated costs that may be necessary to achieve such revenues, synergies or cost savings.
The unaudited pro forma financial information for the year ended August 27, 2021 combines our results of operations for the year ended August 27, 2021 (which include the results of the LED Business from the March 1, 2021 acquisition date) and the results of operations of the LED Business for the six months ended December 27, 2020. The unaudited pro forma financial information for the year ended August 28, 2020 combines our results of operations for the year ended August 28, 2020 and the results of operations of the LED Business for the year ended June 28, 2020.
Year endedAugust 27,
2021		August 28,
2020
Net sales$1,705,366 $1,555,689 
Net loss attributable to SGH(142,319)(95,926)
 
Earnings (loss) per share:
Basic$(2.93)$(2.00)
Diluted$(2.93)$(2.00)
The unaudited pro forma financial information above reflects the following adjustments:
•Incremental cost of sales related to the estimated fair value of inventories.
•Incremental depreciation expense related to the estimated fair value of property and equipment.
•Incremental amortization expense related to the estimated fair value of identifiable intangible assets.
•Incremental interest expense related to the LED Purchase Price Note and the Earnout Note.
•The impacts to income tax expense as a result of the pro forma adjustments.
In 2021 and 2020 we incurred costs related to the acquisition of $5.3 million and $1.1 million, respectively, which were included in selling, general and administrative expense. From March 1, 2021, the acquisition date, to August 27, 2021, revenues for the LED Business were $224.6 million and, for the same period, net income for the LED Business was $16.3 million, which excludes any expenses recognized to adjust the Earnout Note to its fair value.
v3.22.2.2
Inventories
 12 Months Ended
Aug. 26, 2022
Inventory Disclosure [Abstract]  
Inventories
Inventories
As ofAugust 26,
2022		August 27,
2021
Raw materials$150,913 $163,610 
Work in process38,624 92,901 
Finished goods133,547 107,090 
 $323,084 $363,601 
As of August 26, 2022 and August 27, 2021, 6% and 11%, respectively, of total inventories were inventories owned and held under our logistics services.
v3.22.2.2
Property and Equipment
 12 Months Ended
Aug. 26, 2022
Property, Plant and Equipment [Abstract]  
Property and Equipment
Property and Equipment
As ofAugust 26,
2022		August 27,
2021
Equipment$204,805 $182,493 
Buildings and building improvements59,047 53,502 
Furniture, fixtures and software38,715 32,114 
Land16,126 16,126 
318,693 284,235 
Accumulated depreciation(164,758)(127,969)
 $153,935 $156,266 
Depreciation expense for property and equipment was $41.1 million, $28.9 million and $22.8 million in 2022, 2021 and 2020, respectively.
v3.22.2.2
Intangible Assets and Goodwill
 12 Months Ended
Aug. 26, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets and Goodwill
Intangible Assets and Goodwill
 
As of August 26, 2022
As of August 27, 2021
 
Gross
Amount
Accumulated
Amortization
Gross
Amount
Accumulated
Amortization
Intangible assets:    
Technology$61,594 $(18,473)$61,307 $(9,142)
Customer relationships57,500 (32,238)57,500 (22,393)
Trademarks/trade names19,200 (9,771)19,200 (6,628)
Order backlog— — 3,800 (2,571)
 $138,294 $(60,482)$141,807 $(40,734)
 
Goodwill by segment:
Intelligent Platform Solutions$40,401 $40,401 
Memory Solutions33,608 33,854 
 $74,009 $74,255 
In 2022, and 2021, we capitalized $1.4 million and $65.7 million, respectively, for intangible assets, with weighted-average useful lives of 17.8 years and 6.7 years, respectively. Amortization expense for intangible assets was $23.8 million, $20.3 million and $13.7 million in 2022, 2021 and 2020, respectively. Amortization expense is expected to be $21.8 million for 2023, $17.8 million for 2024, $15.3 million for 2025, $8.5 million for 2026, $7.7 million for 2027 and $6.6 million thereafter. Goodwill of our Memory Solutions segment decreased in 2022 by $0.2 million and increased in 2021 by $0.3 million from translation adjustments.
v3.22.2.2
Accounts Payable and Accrued Expenses
 12 Months Ended
Aug. 26, 2022
Payables and Accruals [Abstract]  
Accounts Payable and Accrued Expenses
Accounts Payable and Accrued Expenses
As ofAugust 26,
2022		August 27,
2021
Accounts payable (1)
$345,063 $429,640 
Salaries, wages and benefits45,189 37,795 
Income and other taxes17,961 14,319 
Other5,141 2,353 
 $413,354 $484,107 
(1)Includes accounts payable for property and equipment of $3.5 million and $3.1 million as of August 26, 2022 and August 27, 2021, respectively.
v3.22.2.2
Debt
 12 Months Ended
Aug. 26, 2022
Debt Disclosure [Abstract]  
Debt
Debt
As ofAugust 26,
2022		August 27,
2021
2027 TLA$269,304 $— 
Convertible Senior Notes213,023 203,992 
LED Earnout Note101,824 — 
LED Purchase Price Note— 125,000 
ABL Credit Agreement— 25,000 
Other19,263 11,846 
 603,414 365,838 
Less current debt(12,025)(25,354)
Long-term debt$591,389 $340,484 
Reference Rate Reform
In July 2017, the Financial Conduct Authority (which regulates LIBOR) announced it intends to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee, which identified the SOFR as its preferred alternative to LIBOR in derivatives and other financial contracts. As of January 1, 2022, the Financial Conduct Authority ceased the publication of the one-week and two-month USD LIBOR settings. The remaining U.S. dollar LIBOR settings will continue to be published until June 30, 2023.
For each of our debt instruments that provide for interest based on LIBOR, the SOFR, as published by the Federal Reserve Bank of New York, is listed as the alternative index to replace LIBOR if a different alternative index is not agreed to prior such cessation of the LIBOR rate.
Credit Facility
On February 7, 2022, SGH and SMART Modular Technologies, Inc. entered into a credit agreement (the “Credit Agreement”) with a syndicate of banks that provides for (i) a term loan credit facility in an aggregate principal amount of $275.0 million (the “2027 TLA”) and (ii) a revolving credit facility in an aggregate principal amount of $250.0 million (the “2027 Revolver,” and together with the 2027 TLA, the “Credit Facility”), in each case, maturing on February 7, 2027 (subject to certain earlier “springing maturity” dates upon certain conditions specified in the Credit Agreement). The Credit Agreement provides that up to $35.0 million of the 2027 Revolver is available for issuances of letters of credit.
Issuance costs incurred in connection with the Credit Facility were $9.1 million and were allocated to the 2027 TLA and 2027 Revolver on a pro rata basis. Unamortized issuances costs allocated to the 2027 TLA are amortized using the effective interest method and are included as a reduction of the principal amount of the 2027 TLA within debt. Unamortized issuances costs allocated to the 2027 Revolver are amortized using the straight-line method and are included in other current and noncurrent assets.
Principal payments under the 2027 TLA are due quarterly equal to 2.5% per annum of the initial aggregate principal amount for the first four quarters beginning in May 2022, with such per annum percentage equal to 5.0%, 5.0%, 5.0% and 7.5% per annum in years two through five, respectively, with the balance due at maturity.
Interest and fees: Loans under the Credit Agreement bear interest at a rate per annum equal to either, at our option, a term SOFR or a base rate, in each case plus an applicable margin.
2027 TLA: The applicable margin for 2027 TLA is 2.00% per annum with respect to term SOFR borrowings, and 1.00% per annum with respect to base rate borrowings. As of August 26, 2022, the interest rate applicable to the principal amount outstanding under the 2027 TLA was 3.55% per annum. As of August 26, 2022, there was $273.3 million of 2027 TLA
principal amount outstanding and unamortized issuance costs were $4.0 million and, as of August 26, 2022, the 2027 TLA had an effective interest rate of 3.99%.
2027 Revolver: The applicable margin for revolving loans varies based on our Total Leverage Ratio (as defined in the Credit Agreement) and ranges from 1.25% to 3.00% per annum with respect to term SOFR borrowings and from 0.25% to 2.00% per annum with respect to base rate borrowings. In addition, we are required to pay a quarterly unused commitment fee at an initial rate of 0.25%, which may increase up to a rate of 0.35% based on certain Total Leverage Ratio levels specified in the Credit Agreement. As of August 26, 2022, there were no amounts outstanding under the 2027 Revolver and unamortized issuance costs were $4.1 million.
Security: The Credit Agreement is jointly and severally guaranteed on a senior basis by certain subsidiaries of SGH organized in the United States and Cayman Islands. In addition, the Credit Agreement is secured by a pledge of the capital stock of, or equity interests in, certain subsidiaries of SGH organized in the United States and the Cayman Islands and by substantially all of the assets of certain subsidiaries of SGH organized in the United States and the Cayman Islands.
Covenants: The Credit Agreement contains a number of covenants that, among other things, restrict, subject to certain exceptions, our ability and the ability of our subsidiaries to: incur additional indebtedness; create liens on assets; engage in mergers or consolidations; sell assets; pay dividends; make distributions or repurchase capital stock; make investments, loans or advances; repay or repurchase certain subordinated debt (except as scheduled or at maturity); create restrictions on the payment of dividends or other amounts to us from our restricted subsidiaries; make certain acquisitions; engage in certain transactions with affiliates; amend material agreements governing our subordinated debt and fundamentally change our business.
The Credit Agreement also includes the following financial maintenance covenants tested on the final day of each fiscal quarter:
i.
a First Lien Leverage Ratio (as defined in the Credit Agreement) of 3.00 to 1.00;
ii.
a Total Leverage Ratio of 5.00 to 1.00; provided, that commencing after the eighth full fiscal quarter after the Effective Date, such Total Leverage Ratio level will instead be 4.50 to 1.00; provided further, that commencing after the eighth full fiscal quarter after the Effective Date, in connection with any Material Acquisition (as defined in the Credit Agreement), at the election of the Borrowers, the maximum Total Leverage Ratio for the next four testing periods after such Material Acquisition has been consummated will be automatically increased by 0.50 to 1.00 above the otherwise permitted Total Leverage Ratio for the applicable fiscal quarter (not to exceed 5.00 to 1.00 in any event); provided further, that (x) no more than two such elections may be made during the term of the Credit Agreement and (y) following the first such election, no subsequent election may be made unless the Total Leverage Ratio has been less than or equal to 5.00 to 1.00 as of the last day of at least two consecutive Test Periods (as defined in the Credit Agreement) following the expiration of the first increase; and
iii.
an Interest Coverage Ratio (as defined in the Credit Agreement) of 3.00 to 1.00.
For purposes of calculating the First Lien Leverage Ratio and the Total Leverage Ratio, the consolidated debt of the Company and its Restricted Subsidiaries (as defined in the Credit Agreement) is reduced by up to $100 million of the aggregate amount of unrestricted cash and Permitted Investments (as defined in the Credit Agreement) of the Company and its Restricted Subsidiaries.
Other: Substantially simultaneously with entering into the Credit Agreement, we used a portion of the proceeds of the Credit Facility to pay in full all borrowings and terminated all commitments under (i) our ABL Credit Agreement, dated as of December 23, 2020, (ii) our Amended Credit Agreement, dated as of March 6, 2020 and (iii) the LED Purchase Price Note, dated as of March 1, 2021. In connection therewith, we used an aggregate of $160.4 million to pay principal and interest outstanding under these agreements and recorded charges of $0.7 million in other non-operating expense to write off certain unamortized issuance costs.
Convertible Senior Notes
In February 2020, we issued $250.0 million in aggregate principal amount of 2.25% convertible senior notes due 2026 (the “2026 Notes”). The 2026 Notes are general unsecured obligations, bear interest at an annual rate of 2.25% per year, payable semi-annually on February 15 and August 15, and mature on February 15, 2026, unless earlier converted,
redeemed or repurchased. The 2026 Notes are governed by an indenture (the “Indenture”) between us and U.S. Bank National Association, as trustee. After the effect of the share dividend paid in the second quarter of 2022, the conversion rate of the 2026 Notes is 49.2504 ordinary shares per $1,000 principal amount of notes, which represents a conversion price of approximately $20.30 per ordinary share. The conversion rate is subject to adjustment upon the occurrence of certain specified events as set forth in the Indenture.
Conversion Rights: Holders of the 2026 Notes may convert them under the following circumstances:
i.during any fiscal quarter commencing after the fiscal quarter ended on May 28, 2020 (and only during such fiscal quarter) if the last reported sale price per ordinary share exceeds 130% of the conversion price for at least 20 trading days in the 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter;
ii.during the five consecutive business days immediately after any 10 consecutive trading day period (such 10 consecutive trading day period, the “Measurement Period”) in which the trading price per $1,000 principal amount of notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price per ordinary share on such trading day and the conversion rate on such trading day;
iii.on or after August 15, 2025 until the close of business on the second scheduled trading day immediately before the maturity date;
iv.upon the occurrence of certain corporate events or distributions on our ordinary shares, as provided in the Indenture; or
v.the 2026 Notes are called for redemption.
Upon conversion, we will pay or deliver, as applicable, cash, ordinary shares or a combination of cash and ordinary shares at our election. Through 2022, it was our intent to settle the principal amount of the 2026 Notes in cash upon any conversion. As a result, only the amounts payable in excess of the principal amounts upon conversion of the 2026 Notes are considered in diluted earnings per share under the treasury stock method. On August 26, 2022, we made an irrevocable election, effective August 27, 2022, under the indenture to require the principal portion of our 2026 Notes to be settled in cash and any conversion consideration in excess of the principal portion in cash and/or ordinary shares at our option upon conversion. Following the irrevocable election, only the amounts expected to be settled in excess of the principal portion are considered dilutive in calculating earnings per share under the if-converted method. See “Subsequent Events – First Supplemental Indenture to Indenture Governing 2.25% Convertible Senior Notes Due 2026.”
Upon the occurrence of a “make-whole fundamental change” (as defined in the Indenture), we will in certain circumstances increase the conversion rate for a specified period of time. In addition, upon the occurrence of a “fundamental change” (as defined in the Indenture), holders of the 2026 Notes may require us to repurchase their notes at a cash repurchase price equal to the principal amount of the 2026 Notes to be repurchased, plus accrued and unpaid interest.
If any taxes imposed or levied by or on behalf of the Cayman Islands (or certain other jurisdictions described in the Indenture) are required to be withheld or deducted from any payments or deliveries made under or with respect to the 2026 Notes, then, subject to certain exceptions, we will pay or deliver to the holder of each note such additional amounts as may be necessary to ensure that the net amount received by the beneficial owner of such note after such withholding or deduction (and after withholding or deducting any taxes on the additional amounts) will equal the amounts that would have been received by such beneficial owner had no such withholding or deduction been required.
Cash Redemption at Our Option: We have the right to redeem the 2026 Notes, in whole or in part, at our option at any time, and from time to time, from February 21, 2023 through the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest. However, the repurchase right is only applicable if the last reported per share sale price of our ordinary shares exceeds 130% of the conversion price on each of at least twenty trading days during the thirty consecutive trading days ending on, and including, the trading day immediately before the redemption notice date for such redemption.
Other: In connection with the issuance of the 2026 Notes, we separated the par value of the 2026 Notes into liability and equity components. The liability component of $197.5 million was calculated by using a discount rate of 6.53%, which was our borrowing rate on the date of the issuance of the 2026 Notes for a similar debt instrument without the conversion feature. The equity component of $52.5 million, representing the conversion option, was determined by deducting the liability component from the par value of the 2026 Notes. The equity component of the 2026 Notes is included in additional paid-in capital and is not remeasured as long as it continues to meet the conditions for equity classification, which we reassess every reporting period. The difference between the debt recorded at issuance and its principal amount is accreted using the effective interest method through interest expense over the term of the 2026 Notes.
Debt issuance costs for the 2026 Notes were $8.0 million, consisting of initial purchasers’ discount and other issuance costs, and were allocated to the liability and equity components using the same proportions as the allocation of the proceeds from the 2026 Notes. Transaction costs attributable to the liability component were $6.3 million and are netted with the debt balance and amortized to interest expense over the term of the 2026 Notes. Transaction costs attributable to the equity component were $1.7 million and are netted with the equity component in additional paid-in-capital. Unamortized debt discount and issuance costs are amortized over the term of the 2026 Notes using the effective interest rate method.
As of August 26, 2022 and August 27, 2021, the effective interest rate was 7.06%. Interest expense for the 2026 Notes consisted of 2.25% contractual stated interest and amortization of discount and issuance costs and included of the following:
Year endedAugust 26,
2022		August 27,
2021		August 28,
2020
Contractual stated interest$5,609 $5,609 $3,078 
Amortization of discount and issuance costs9,031 8,419 4,385 
$14,640 $14,028 $7,463 
As of both August 26, 2022 and August 27, 2021, the carrying amount of the equity components of the 2026 Notes, which are included in additional paid-in-capital, was $50.8 million. As of the beginning of the first quarter of 2023, we adopted ASU 2020-06. In connection therewith, we reclassified $50.8 million from additional paid-in-capital to long-term debt. See “Recently Issued Accounting Standards.”
LED Earnout Note
Part of our consideration for the acquisition of the LED Business in March 2021 was the possibility of an earn-out payment of up to $125 million based on the revenue and gross profit performance of the LED Business in Cree’s first four full fiscal quarters following the closing, with a minimum payment of $2.5 million. In the third quarter of 2022, we issued an unsecured promissory note to Cree for this earnout in the amount of $101.8 million. The Earnout Note bore interest at LIBOR plus 3.0%, payable quarterly, and was scheduled to mature on March 27, 2025. On August 29, 2022, subsequent to the end of our fiscal year 2022, we repaid in full the amount outstanding under that Earnout Note.
LED Purchase Price Note
In connection with the acquisition of the LED Business in March 2021, we issued an unsecured promissory note to Cree in the amount of $125 million. The LED Purchase Price Note bore interest at LIBOR plus 3.0%, payable quarterly, and was due on August 15, 2023. In the second quarter of 2022, we repaid in full the LED Purchase Price Note.
Asset-Based Lending Credit Agreement
In the second quarter of 2022, we used a portion of the proceeds of the Credit Facility to pay in full all borrowings and terminated all commitments under our ABL Credit Agreement, dated as of December 23, 2020.
Other
Through one of our Brazil subsidiaries, we are party to a credit facility with the Funding Authority for Studies and Projects (“FINEP”), an organization of the Brazilian federal government under the Ministry of Science, Technology and Innovation devoted to funding science and technology in Brazil. The facility provides for borrowings of up to R$102.2 million (or $19.7 million) for investments in technology innovation projects used in infrastructure and research and development conducted in Brazil as well as for the acquisition of equipment. The facility bears interest bears interest at 2.8% per annum and provides for unused commitment fees of 0.1% per month. The agreement also provides for initial administration fees of 1.09%, deducted from each advance of funds. Amounts outstanding and available under the facility are guaranteed by two unrelated parties, subject to a guarantee fee of 1.5% per annum. The facility includes customary conditions and can be terminated in the event of a change of effective control. Amounts borrowed under the agreement are due in monthly installments of principal and interest beginning in June 2022, with the final payment due in December 2027. On December 30, 2020 and July 19, 2022, we borrowed R$61.3 million (or $11.8 million) and R$40.9 million (or $7.9 million), respectively, under the agreement and, as of August 26, 2022, the outstanding balance was $19.3 million.
Maturities of Debt
As of August 26, 2022, maturities of debt were as follows:
2023$12,150 
202420,744 
2025119,130 
2026265,588 
2027225,275 
2028 and thereafter1,482 
Less unamortized discount and issuance costs(40,955)
 $603,414 
v3.22.2.2
Leases
 12 Months Ended
Aug. 26, 2022
Leases [Abstract]  
Leases
Leases
As of August 26, 2022 and August 27, 2021, we had operating leases through which we utilize facilities, offices and equipment in our manufacturing operations, research and development activities and selling, general and administrative functions. Sublease income was not significant in any period presented. The components of operating lease expense were as follows:
Year endedAugust 26,
2022		August 27,
2021		August 28,
2020
Fixed lease cost$13,511 $9,377 $6,743 
Variable lease cost1,534 1,445 842 
Short-term lease cost466 288 295 
 $15,511 $11,110 $7,880 
Cash flows used for operating activities in 2022, 2021 and 2020 included payments for operating leases of $10.0 million, $7.5 million and $5.1 million, respectively. Noncash acquisitions of right-of-use assets were $47.6 million, $24.5 million and $8.8 million in 2022, 2021 and 2020, respectively.
As of August 26, 2022 and August 27, 2021, the weighted-average remaining lease term for our operating leases was 10.9 years and 6.1 years, respectively. Certain of our operating leases include one or more options to extend the lease term for periods from two to five years. In determining the present value of our operating lease liabilities, we have assumed we will not extend any lease terms. As of August 26, 2022 and August 27, 2021, the weighted-average discount rate for our operating leases was 6.1% and 6.7%, respectively.
Minimum payments of lease liabilities as of August 26, 2022 were as follows:
2023$11,365 
202411,772 
20259,738 
20268,620 
20278,572 
2028 and thereafter65,868 
 115,935 
Less imputed interest(35,567)
Present value of total lease liabilities$80,368 
v3.22.2.2
Commitments and Contingencies
 12 Months Ended
Aug. 26, 2022
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
Commitments and Contingencies
Commitments
As of August 26, 2022, we had commitments of $102.9 million for purchase obligations, a substantial majority of which will be due within one year. Purchase obligations include payments for the acquisition of inventories, property and equipment and other goods or services of either a fixed or minimum quantity.
Product Warranty and Indemnities
We generally provide a limited warranty that our products are in compliance with applicable specifications existing at the time of delivery. Under our standard terms and conditions of sale, liability for certain failures of product during a stated warranty period is usually limited to repair or replacement of defective items or return of amounts paid for such items. Our warranty obligations are not material.
We are party to a number of agreements in which we have agreed to defend, indemnify and hold harmless our customers and suppliers from damages and costs, which may arise from product defects as well as from any alleged infringement by our products of third-party patents, trademarks or other proprietary rights. We believe our internal development processes and other policies and practices limit our exposure related to such indemnities. Maximum potential future payments cannot be estimated because many of these agreements do not have a maximum stated liability. However, to date, we have not had to reimburse any of our customers or suppliers for any losses related to these indemnities. We have not recorded any liability for such indemnities.
Contingencies
From time to time, we are involved in legal matters that arise in the normal course of business. Litigation in general, and intellectual property, employment and shareholder litigation in particular, can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict. Additionally, from time to time, we are a party in the normal course of business to a variety of agreements pursuant to which we may be obligated to indemnify another party. It is not possible to predict the maximum potential amount of future payments under these types of agreements due to the conditional nature of our obligations and the unique facts and circumstances involved in each particular agreement. Historically, our payments under these types of agreements have not had a material adverse effect on our business, results of operations or financial condition. We regularly review contingencies to determine whether the likelihood of loss has changed and to assess whether a reasonable estimate of the loss or range of loss can be made.
v3.22.2.2
Equity
 12 Months Ended
Aug. 26, 2022
Equity [Abstract]  
Equity
Share Dividend
On January 3, 2022, our Board of Directors declared a share dividend of one ordinary share, $0.03 par value per share, for every one outstanding ordinary share owned to shareholders of record as of January 25, 2022. The dividend was paid on February 1, 2022. The accompanying consolidated financial statements and notes have been restated and adjusted for the impact of the share dividend.
Equity
SGH Shareholders’ Equity
Share Dividend
On January 3, 2022, our Board of Directors declared a share dividend of one ordinary share, $0.03 par value per share, for every one outstanding ordinary share owned to shareholders of record as of January 25, 2022. The dividend was paid on February 1, 2022.
Share Repurchase Authorization
On April 4, 2022, our Board of Directors approved a $75 million share repurchase authorization, under which we may repurchase our outstanding ordinary shares from time to time through open market purchases, privately-negotiated transactions or otherwise. The share repurchase authorization has no expiration date but may be suspended or terminated by the Board of Directors at any time. In 2022, we repurchased an aggregate of 2.6 million shares for $50.0 million under the repurchase authorization. As of August 26, 2022, these repurchased shares were held in treasury.
Other Share Repurchases
We repurchased 241 thousand, 153 thousand and 28 thousand ordinary shares as payment of withholding taxes for $7.2 million, $4.2 million and $0.7 million in 2022, 2021 and 2020, respectively. As of August 26, 2022, these repurchased shares were held in treasury.
In addition, in January 2021, we repurchased an aggregate of 1.1 million ordinary shares for $44.3 million from Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., Silver Lake Sumeru Fund Cayman, L.P. and Silver Lake Technology Investors Sumeru Cayman, L.P. in a privately negotiated transaction. The transaction closed on January 15, 2021. As of August 26, 2022, these repurchased shares were held in treasury.
Capped Calls
In connection with the offering of the our 2026 Notes in February 2020, we entered into capped call transactions (“Capped Calls”), at arms-length, which have initial strike prices of approximately $20.30 per share, subject to certain adjustments, corresponding to the initial conversion price of the 2026 Notes, and initial cap prices of $27.07 per share, which are subject to certain adjustments. The Capped Calls cover, subject to anti-dilution adjustments, approximately 12.3 million ordinary shares of the Company and are generally intended to reduce the potential economic dilution upon any conversion of 2026 Notes and/or offset any potential cash payments we may be required to make in excess of the principal amount of converted 2026 Notes, as the case may be, with such reduction and/or offset subject to a cap based on the cap price. The Capped Calls expire February 15, 2026 (the maturity date of the 2026 Notes), subject to earlier exercise. The Capped Calls are subject to either adjustment or termination upon the occurrence of specified extraordinary events affecting the Company, including mergers, tender offers and delistings involving the Company. In addition, the Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the Capped Calls, including insolvency filings and hedging disruptions.
The Capped Calls were originally classified as noncurrent derivative assets because they could be settled only in cash. In March 2020, our shareholders approved a proposal to amend our memorandum and articles of association to permit us to purchase or otherwise acquire our ordinary shares. The amendment also enabled us to utilize shares or cash, or any combination thereof, to settle the capped call transactions, which resulted in the reclassification of the noncurrent derivative assets to additional paid in capital in an amount equal to the $14.1 million fair value of the Capped Calls as of March 30, 2020. In connection therewith, we recognized a loss of $7.7 million in 2020 in other non-operating expense from the revaluation of the Capped Calls.
Noncontrolling Interest in Subsidiary
In connection with our acquisition of the LED Business, we have a 51% ownership interest in the Cree Joint Venture. The remaining 49% ownership interest is held by San’an. The Cree Joint Venture has a five-member board of directors, three of which are designated by us and two of which are designated by San’an. As a result of our majority voting interest, we consolidate the operations of the Cree Joint Venture and report its results of operations within our LED Solutions segment.
The Cree Joint Venture has a manufacturing agreement pursuant to which San’an supplies it with mid-power LED products and we and the Cree Joint Venture have a sales agent agreement pursuant to which we are the independent sales representative of the Cree Joint Venture. The Cree Joint Venture produces and delivers to market high performing, mid-power lighting class LEDs in an exclusive arrangement serving the markets of North and South America, Europe and Japan, and serves China markets and the rest of the world on a non-exclusive basis.
The 49% ownership interest held by San’an is classified as noncontrolling interest. In the second quarter of 2022, the Cree Joint Venture distributed an aggregate of $7.7 million to its partners, including $3.9 million to SGH and $3.8 million to San’an. Noncontrolling interest increased by $2.0 million and $1.2 million in 2022 and 2021, respectively, for San’an’s share of net income from the Cree Joint Venture. Remaining cash and other assets of the Cree Joint Venture are generally not available for use by us in our other operations.
v3.22.2.2
Government Incentives
 12 Months Ended
Aug. 26, 2022
Receivables [Abstract]  
Government Incentives
Government Incentives
Brazil Financial Credits
Through our Brazil subsidiaries, we participate in two programs (“Brazil Incentive Programs”), pursuant to which the Brazilian government incentivizes the manufacture and sale of certain information technology and consumer electronics products within Brazil. The programs include 1) Lei da Informática – Processo Produtivo Básico Program (also known as Informatics Law – Basic Productive Process Program) (“IT Law/PPB”) and 2) Programa de Apoio ao Desenvolvimento Tecnológico da Indústria de Semicondutores (also known as Program of Support of the Development of the Semiconductor Industry) (“PADIS”). In January 2022, the Brazilian government approved an extension to PADIS. The financial credits available through PADIS are set to expire in December 2026, while the financial credits through IT Law/PPB are set to expire in December 2029. The Brazil Incentive Programs provide for reduced import and other transaction-related taxes for certain
procurement, manufacturing and sales activities. In exchange, we must invest in certain research and development activities related to semiconductors and IT solutions in aggregate amounts that exceed a specified percentage of our gross revenues recognized in connection with sales in Brazil, excluding exports and sales to customers located at the Manaus Free Trade Zone. Accordingly, financial credits earned in connection with the Brazil Incentive Programs are reflected as a reduction of research and development expense. Financial credits available under the Brazil Incentive Programs are subject to limitations, which range from approximately 11% to 14% of gross revenues recognized for sales in Brazil.
Pursuant to the Brazil Incentive Programs, we recognized aggregate financial credits, reflected as a reduction of research and development expense, of $17.3 million, $30.0 million and $6.4 million in 2022, 2021 and 2020, respectively. Financial credits earned under the Brazil Incentive Programs may be refunded in cash or used to offset liabilities for Brazil federal taxes. As of August 26, 2022 and August 27, 2021, earned but unused financial credits were $18.7 million and $19.8 million, respectively. Financial credits earned but unused as of August 26, 2022 can be utilized through August 2026.
v3.22.2.2
Fair Value Measurements
 12 Months Ended
Aug. 26, 2022
Fair Value Disclosures [Abstract]  
Fair Value Measurements
Fair Value Measurements
Cash and cash equivalents as of August 26, 2022 and August 27, 2021 included money market funds of $13.8 million and $2.7 million, respectively, which were valued based on Level 1 measurements using quoted prices in active markets for identical assets. Fair value measurements of other assets and liabilities were as follows:
 As of August 26, 2022As of August 27, 2021
 Fair ValueCarrying ValueFair ValueCarrying Value
Assets:
Derivative financial instrument assets$— $— $883 $883 
Liabilities:
Derivative financial instrument liabilities$605 $605 $50 $50 
2027 TLA273,281 269,304 — — 
Convertible Senior Notes290,223 213,023 335,668 203,992 
LED Earnout Note96,412 101,824 — — 
LED Purchase Price Note— — 125,000 125,000 
ABL Credit Agreement— — 25,000 25,000 
Debt – other17,855 19,263 10,702 11,846 
Acquisition-related contingent consideration— — 60,500 60,500 
The fair values of our derivative financial instruments, as measured on a recurring basis, were based on Level 2 measurements, including market-based observable inputs of currency exchange spot and forward rates, interest rates and credit-risk spreads.
The fair value of our Convertible Senior Notes (excluding the value of the equity component of our convertible notes), as measured on a non-recurring basis, was determined based on Level 2 measurements, including the trading price of the convertible notes. The fair values of our 2027 TLA, LED Earnout Note, LED Purchase Price Note, ABL Credit Agreement and other debt, as measured on a non-recurring basis, were estimated based on Level 2 measurements, including discounted cash flows and interest rates based on similar debt issued by parties with credit ratings similar to ours.
Acquisition-related contingent consideration related to our acquisition of the LED Business and was included in noncurrent liabilities. The fair value as of August 27, 2021, measured on a recurring basis, was based on Level 3 measurements, which included significant inputs not observable in the market. The fair value was estimated using a Monte Carlo simulation analysis in a risk-neutral framework with assumptions for volatility, market price of risk adjustment, risk-free rate and cost of debt. Assumptions used in the determination of fair value also included estimates of future revenue and gross profit of the LED Business.
v3.22.2.2
Derivative Instruments
 12 Months Ended
Aug. 26, 2022
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Instruments
Derivative Instruments
We use currency forward contracts to mitigate our exposure of certain monetary assets and liabilities from changes in currency exchange rates. Realized and unrealized gains and losses from derivative instruments without hedge accounting designation as well as the changes in the underlying monetary assets and liabilities from changes in currency exchange rates are included in other non-operating (income) expense.
In 2022 and 2021, we recognized net realized losses of $2.4 million and $3.4 million, respectively, and in 2020, we recognized net realized gains of $11.3 million from changes in the fair value of non-designated forward contracts. In 2022, we recognized net unrealized losses of $0.8 million, and in 2021 and 2020, we recognized net unrealized gains of $1.9 million and $0.1 million, respectively, from changes in the fair value of non-designated forward contracts.
v3.22.2.2
Equity Plans
 12 Months Ended
Aug. 26, 2022
Share-Based Payment Arrangement [Abstract]  
Equity Plans
Equity Plans
Our Amended and Restated 2017 Share Incentive Plan (as amended, the “2017 Plan”) provides for the issuance of equity awards to our employees, directors and consultants. Such awards include both incentive and non-qualified options, share appreciation rights, restricted share awards (“RSAs”), restricted share units (“RSUs”) and performance-based awards such as performance-based restricted stock awards (“PRSAs”) and performance-based restricted share units (“PSUs”). As of August 26, 2022, 4.0 million of our ordinary shares were available for issuance under the 2017 Plan.
Our 2021 Share Inducement Plan (the “Inducement Plan” and together with the 2017 Plan, our “SGH Plans”) provides for the issuance of equity awards to provide inducements for certain individuals to enter into employment with us within the meaning of Rule 5635(c)(4) of the Nasdaq Marketplace Rules, and to motivate such persons to contribute to, and to enable them to share in any long-term growth and financial success we may experience. Such awards include options, share appreciation rights, RSAs, RSUs and performance-based awards such as PRSAs and PSUs. As of August 26, 2022, 2.0 million of our ordinary shares were available for issuance under the Inducement Plan.
Our employee share purchase plan (“ESPP”) has been offered to substantially all employees since April 2018 and generally permits eligible employees to purchase our ordinary shares through payroll deductions of up to 15% of their eligible compensation, subject to certain limitations. As of August 26, 2022, 1.9 million of our ordinary shares were available for issuance under the ESPP.
Options and RSUs generally vest over a period of four years, and options generally have a ten-year term.
Restricted Share Awards and Restricted Share Units Awards (“Restricted Awards”)
 Shares
Weighted
Average
Grant Date
Fair Value
Per Share
Aggregate
Intrinsic
Value
Outstanding as of August 27, 20215,637 $18.08 $134,425 
Granted1,642 $25.73 
Vested(2,057)$18.10 
Forfeited and cancelled(344)$20.54 
Outstanding as of August 26, 20224,878 $20.47 $94,052 
Year endedAugust 26,
2022		August 27,
2021		August 28,
2020
Awards granted1,642 4,6511,680
Weighted average grant-date fair value per share$25.73 $19.59 $12.21 
Aggregate vesting-date fair value of shares vested$49,821 $21,381 $12,464 
Restricted Awards include grants with service, performance and/or market conditions with restrictions that generally lapse after a three- to four-year service period. Awards with market conditions are based on either the Company’s share price or
the Company’s total shareholder return (“TSR”) relative to companies included in a market index. For awards with market conditions, the number of shares that will vest will vary between 0% and 200% of target amounts, depending upon the Company’s achievement level over the specified performance period. The fair value of awards with market conditions were fixed at the grant date using a Monte Carlo simulation analysis and were based on significant inputs not observable in the market.
In May 2020, we granted a PSRA that had both service and performance conditions. As of August 28, 2020, we deemed it was probable that the service condition would be met and the attainment of the performance condition for this award was probable. On October 20, 2020, we modified this award, as well as another time-based award, each for our former CEO, to accelerate the remaining service-based vesting requirements such that they became fully vested as of the acceleration date. These modifications resulted in additional share-based compensation expense in the first quarter of 2021 of $5.8 million.
As of August 26, 2022, total unrecognized compensation costs for unvested Restricted Awards was $88.6 million, which was expected to be recognized over a weighted average period of 2.55 years.
Share Options
As of August 26, 2022, there were 3.3 million share options outstanding, which are generally exercisable in increments of either one-fourth or one-third per year beginning one year from the date of grant. Share options generally expire seven to ten years from the date of grant. The total intrinsic value for options exercised was $6.3 million, $8.6 million and $3.0 million in 2022, 2021 and 2020, respectively.
 Shares
Weighted
Average
Exercise Price
Per Share
Weighted
Average
Remaining Contractual
Term (in years)
Aggregate
Intrinsic
Value
Outstanding as of August 27, 20213,778 $14.95 6.33$33,602 
Granted— $— 
Exercised(443)$12.75 
Forfeited and cancelled(61)$11.04 
Outstanding as of August 26, 20223,274 $15.32 5.22$14,429 
Exercisable as of August 26, 20222,776$15.97 4.77$10,673 
Year endedAugust 27,
2021		August 28,
2020
Share options granted500 1,926 
Weighted average grant-date fair value per share$6.65 $5.73 
Average expected term in years6.256.25
Weighted-average expected volatility52.07 %49.18 %
Weighted-average risk-free interest rate0.49 %1.32 %
Expected dividend yield——
The fair value of share options is estimated on the date of grant using the Black-Scholes option pricing model. The expected volatility is based on the historical volatilities of the common stock of comparable publicly traded companies. The expected term of options granted represents the weighted average period of time that options granted are expected to be outstanding. We apply the simplified approach in which the expected term is the mid-point between the vesting date and the expiration date. The risk-free interest rate is based on the average U.S. Treasury yield curve at the end of the quarter in which the option was granted.
As of August 26, 2022, total aggregate unrecognized compensation costs for unvested options was $2.8 million, which was expected to be recognized over a weighted average period of 1.73 years.
In March 2018, we granted two performance-based options that contained a stock market index as a benchmark for performance (“Market-Based Options”). Share-based compensation expense for these options is recognized over the requisite service period by tranche. The exercisability of Market-Based Options will depend upon the 30-trading day rolling average closing price of our ordinary shares. If the target price is not achieved by the end of 4th or 7th anniversary of the respective grant date, the options will expire. The fair value of Market-Based Options was determined by using a Monte Carlo simulation analysis with the following assumptions: expected term of 1.10-4.00 years, expected volatility of 46.29%, risk-free interest rate of 2.75% and no expected dividends. One of the Market-Based Options was cancelled in November 2019, resulting in an additional $2.0 million share-based compensation expense recorded in the first quarter of 2020. In August 2020, we modified the terms of the remaining Market-Based Option to remove one of the service conditions to allow the continuation of vesting of the unvested options subject to the remaining service condition. The modification resulted in an updated fair value using a Monte Carlo simulation analysis with the following assumptions: expected volatility of 56.07% and risk-free interest rate of 0.34%. The modification of this Market-Based Option, as well as a time-based option also granted in March 2018, resulted in the reversal of $2.3 million share-based compensation expense in the fourth quarter of 2020.
Employee Share Purchase Plan
The SMART Global Holdings, Inc. Employee Share Purchase Plan has been offered to substantially all employees since April 2018 and generally permits eligible employees to purchase our ordinary shares through payroll deductions of up to 15% of their eligible compensation, subject to certain limitations. The purchase price of shares under the ESPP equals 85% of the lower of the fair market value of our ordinary shares on either the first or last day of each offering period, which is generally six months. Compensation expense is calculated as of the beginning of the offering period as the fair value of the employees’ purchase rights utilizing the Black-Scholes option valuation model and is recognized over the offering period. Under the ESPP, employees purchased 307 thousand ordinary shares for $6.5 million in 2022, 353 thousand shares for $3.6 million in 2021 and 314 thousand shares for $3.0 million in 2020.
Share-Based Compensation Expense
Year endedAugust 26,
2022		August 27,
2021		August 28,
2020
Share-based compensation expense by caption:
Cost of sales$6,740 $4,593 $3,022 
Research and development6,377 4,429 3,069 
Selling, general and administrative27,002 24,855 12,625 
 $40,119 $33,877 $18,716 
Income tax benefits related to the tax deductions for share-based awards are recognized only upon the settlement of the related share-based awards. Income tax benefits for share-based awards were $1.3 million in 2022 and were de minimis in 2021 and 2020.
v3.22.2.2
Employee Savings and Retirement Plan
 12 Months Ended
Aug. 26, 2022
Retirement Benefits [Abstract]  
Employee Savings and Retirement Plan
Employee Savings and Retirement Plan
We have a 401(k) retirement plan under which U.S. employees may make contributions subject to Internal Revenue Service annual contribution limits, to various savings alternatives, none of which include direct investment in the Company’s ordinary shares. We may make matching contributions, which vest immediately, at our discretion. Contribution expense for our 401(k) plan was $4.4 million, $3.4 million and $2.3 million in 2022, 2021 and 2020, respectively.
v3.22.2.2
Revenue and Customer Contract Balances
 12 Months Ended
Aug. 26, 2022
Revenue from Contract with Customer [Abstract]  
Revenue and Customer Contract Balances
Revenue and Customer Contract Balances
We disaggregate revenue by segment and geography and by product and service revenue. See “Segment and Other Information.”
Net Sales and Gross Billings
Net sales by products and services and gross amounts billed for services, including logistics services in which we act as an agent for our customers, were as follows:
Year endedAugust 26,
2022		August 27,
2021		August 28,
2020
Net sales:
Products and professional services$1,755,883 $1,465,765 $1,090,173 
Logistics services63,469 35,377 32,204 
$1,819,352 $1,501,142 $1,122,377 
Gross billings in connection with logistics services:
Logistics services$63,469 $35,377 $32,204 
Cost of materials (1)
1,601,289 751,985 604,698 
 $1,664,758 $787,362 $636,902 
(1)Included in gross billings are amounts billed to customers for the cost of materials procured in an agent capacity in connection with our logistics services business, which includes procurement, logistics, inventory management, temporary warehousing, kitting and/or packaging services. While we take title to inventory under such arrangements, control of such inventory does not transfer to us as we do not, at any point, have the ability to direct the use, and thereby obtain the benefits of, the inventory.
Customer Contract Balances
As ofAugust 26,
2022		August 27,
2021
Contract assets (1)
$1,322 $4,247 
Contract liabilities: (2)
Deferred revenue (3)
$39,676 $19,271 
Customer advances24,12515,835
 $63,801 $35,106 
(1)Contract assets are included in other current assets.
(2)Contract liabilities are included in other current liabilities and noncurrent liabilities based on the timing of when our customer is expected to take control of the asset or receive the benefit of the service.
(3)Deferred revenue includes $23.3 million and $0.4 million as of August 26, 2022 and August 27, 2021, respectively, related to contracts that contain termination rights.
Contract assets represent amounts recognized as revenue for which we do not have the unconditional right to consideration. Contract assets as of August 26, 2022 related to amounts expected to be invoiced during the next 12 months. As of August 26,2022, there were no contract assets remaining to be invoiced from August 27, 2021.
Deferred revenue related to amounts received from customers in advance of satisfying performance obligations. As of August 26, 2022 we expect to recognize revenue of $30.8 million of the balance of $39.7 million in the next 12 months, and the remaining amount thereafter. In 2022, we recognized revenue of $14.1 million from satisfying performance obligations related to amounts included in deferred revenue as of August 27, 2021. Customer advances represent amounts received from customers for advance payments to secure product and services. In 2022, we recognized revenue of $5.2 million from satisfying performance obligations related to amounts included in customer advances as of August 27, 2021.
As of August 26, 2022 and August 27, 2021, other current liabilities included $15.4 million and $24.9 million, respectively, for estimates of consideration payable to customers, including estimates for pricing adjustments and returns.
v3.22.2.2
Other Non-operating (Income) Expense
 12 Months Ended
Aug. 26, 2022
Nonoperating Income (Expense) [Abstract]  
Other Non-operating (Income) Expense
Other Non-operating (Income) Expense
Year endedAugust 26,
2022		August 27,
2021		August 28,
2020
Foreign currency losses$4,728 $719 $3,408 
Loss on extinguishment of debt653 — 6,822 
Loss from remeasurement of Capped Calls— — 7,719 
Other(544)(1,094)(979)
 $4,837 $(375)$16,970 
Foreign currency losses relate primarily to our Brazil operating subsidiaries.
In the second quarter of 2020, we used $208.7 million from the net proceeds from the offering of the 2026 Notes to repay in full our then-outstanding term loans, including the payment of accrued interest, premiums, related fees and expenses. Related unamortized debt discounts and issuance costs of $4.6 million were charged to operations in connection with the extinguishment. As a result, we recognized a loss on the extinguishment of debt of $6.6 million. In the third quarter of 2020, we restructured a credit agreement and recognized debt extinguishment losses of $0.2 million.
The loss from remeasurement of our Capped Calls resulted from the reclassification of the Capped Calls from a noncurrent derivative asset to additional paid in capital in an amount equal to their fair value as of March 30, 2020. See “Equity.”
v3.22.2.2
Income Taxes
 12 Months Ended
Aug. 26, 2022
Income Tax Disclosure [Abstract]  
Income Taxes
Income Taxes
Our income tax provision (benefit) consisted of the following:
Year endedAugust 26,
2022		August 27,
2021		August 28,
2020
Income (loss) before income taxes:
U.S.$12,405 $(28,326)$(13,120)
Foreign76,098 66,298 22,480 
$88,503 $37,972 $9,360 
Income tax provision (benefit):
Current:
Federal$1,100 $— $— 
State1,772 623 143 
Foreign18,588 18,022 12,164 
21,460 18,645 12,307 
Deferred:
Federal259 (13)258 
State43 3 37 
Foreign(1,851)(3,169)(2,099)
 (1,549)(3,179)(1,804)
Income tax provision$19,911 $15,466 $10,503 
In applying the statutory tax rate in the effective income tax rate reconciliation, we used the U.S. statutory tax rate, rather than the Cayman Islands zero percent tax rate. The table below reconciles our tax provision (benefit) based on the U.S. federal statutory rate to our effective tax rate:
Year endedAugust 26,
2022		August 27,
2021		August 28,
2020
Statutory tax rate21.0 %21.0 %21.0 %
Foreign income taxes at different rates6.8 %19.9 %58.5 %
State income tax, net of federal benefit3.7 %5.5 %8.9 %
Change in valuation allowance3.5 %26.9 %23.5 %
Non-deductible expenses (non-taxable income)(1.3)%(5.7)%19.1 %
Foreign tax incentives(11.1)%(26.9)%(14.0)%
Foreign withholding tax2.7 %3.9 %3.7 %
Tax credits(3.3)%(5.4)%(7.3)%
Other0.5 %1.5 %(1.2)%
Effective tax rate22.5 %40.7 %112.2 %
Deferred income taxes reflect the net tax effects of temporary differences between the bases of assets and liabilities for financial reporting and income tax purposes as well as carryforwards. Net deferred tax assets are included in other noncurrent assets and consisted of the following:
As ofAugust 26,
2022		August 27,
2021
Deferred tax assets:
Accruals and allowances$22,458 $22,629 
Share-based compensation6,073 8,581 
Research and other tax credit carryforwards9,686 8,971 
Operating lease liabilities13,405 7,721 
Tax amortizable goodwill17,561 7,086 
Net operating loss carryforwards23,723 29,834 
Gross deferred tax assets92,906 84,822 
Valuation allowance(52,267)(49,154)
Deferred tax assets, net of valuation allowance40,639 35,668 
Deferred tax liabilities:
Right-of-use assets12,693 7,280 
Property and equipment13,859 14,078 
Intangible assets8,348 9,643 
Deferred tax liabilities34,900 31,001 
Net deferred tax assets$5,739 $4,667 
As of August 26, 2022, we had U.S. federal and state net operating loss carryforwards of $86.9 million and $47.7 million, respectively. Federal net operating loss carryforwards of $71.2 million will expire in 2028 through 2038, if not utilized, and the remaining $15.7 million is indefinite lived. The state net operating loss carryforwards will expire in 2024 through 2040. In addition, as of August 26, 2022, we have U.S. federal and state research and development credit carryforwards of $7.4 million and $1.1 million, respectively, and $1.4 million of foreign tax credit carryforwards. Federal and state carryforwards prior to 2018 are subject to an annual limitation, under the provisions of Section 382 of the Internal Revenue Code of 1986. Section 382 provides an annual limitation on net operating loss and credit carryforwards following an ownership change. Any unused annual limitation is carried forward and added to the limitation in the subsequent year. We have foreign net operating loss carryforwards of $20.0 million, of which $16.2 million will expire in 2024 through 2025 and the remaining $3.8 million is indefinite lived.
Activity related to our deferred tax valuation allowance was as follows:
 Balance at Beginning of YearCharged (Credited)
to Operations		Charged to Other AccountsBalance at End of Year
Deferred tax valuation allowance:
Year ended August 26, 2022$49,154 $3,113 $— $52,267 
Year ended August 27, 202138,921 10,233 — 49,154 
Year ended August 28, 202036,722 2,199 — 38,921 
Our valuation allowance on deferred tax assets primarily relates to our U.S. net operating loss carryforwards and tax credit carryforwards and Netherlands tax loss carryforward. The increase in valuation allowance of $3.1 million in 2022 is primarily attributable to the valuation allowance on deferred tax assets related to the LED Business subsequent to the date of acquisition. We intend to maintain a valuation allowance until sufficient positive evidence exists to support the realization of such deferred tax assets.
Provisions have been made for deferred income taxes on undistributed earnings of foreign subsidiaries to the extent that dividend payments by such foreign subsidiaries are expected to result in additional tax liability. The undistributed foreign earnings would not be included in U.S. taxable income because the U.S. subsidiaries are not direct or indirect shareholders of these foreign subsidiaries. SGH, a Cayman Islands entity, is the indirect holding company for which the Cayman Islands do not assess income taxes. The foreign country withholding taxes on undistributed foreign earnings would have an insignificant impact on our consolidated results if it were to be distributed to SGH due to foreign tax laws and rulings.
Effective February 1, 2011, SMART Brazil began to participate in PADIS. This program is specifically designed to promote the development of the local semiconductor industry. The Brazilian government has approved multiple applications for different products by SMART Brazil for certain beneficial tax treatment under the PADIS incentive. This beneficial tax treatment includes a reduction in the Brazil statutory income tax rate from 34% to 9% on taxable income for the Brazilian semiconductor operations of SMART Brazil. We have operations in Malaysia, where we have tax incentive arrangements for our pioneer status activities and our global supply chain business. The statutory tax rate for Malaysia is 24%. These arrangements are scheduled to expire in August 2028 and are subject to certain conditions, for which we have complied in 2022, 2021 and 2020. The effect of the tax incentive arrangements noted above reduced our income tax provision by $15.6 million (benefiting our diluted earnings per share by $0.29) in 2022, $15.7 million ($0.30 per diluted share) in 2021 and $13.5 million ($0.28 per diluted share) in 2020.
Below is a reconciliation of the beginning and ending amounts of our unrecognized tax benefits:
Year endedAugust 26,
2022		August 27,
2021		August 28,
2020
Beginning unrecognized tax benefits$17,454 $16,514 $15,037 
Increases related to prior year tax provisions— — 67 
Decreases related to prior year tax provisions(212)(397)— 
Increases related to current year tax provisions1,678 1,337 1,410 
Ending unrecognized tax benefits$18,920 $17,454 $16,514 
As of August 26, 2022 and August 27, 2021, the total amount of unrecognized tax benefits that would affect our effective tax rate, if recognized, was $1.9 million and $1.8 million, respectively. Amounts accrued for interest and penalties related to uncertain tax positions were not material for any period presented. The resolution of tax audits or expiration of statute of limitations could also reduce our unrecognized tax benefits. Although the timing of final resolution is uncertain, the estimated potential reduction in our unrecognized tax benefits in the next 12 months would not be material.
We and our subsidiaries file income tax returns with the U.S. federal government, various U.S. states and various foreign jurisdictions throughout the world. We regularly engage in discussions and negotiations with tax authorities regarding tax matters, including transfer pricing, and we continue to defend any and all such claims presented. Our U.S. federal and state tax returns remain open to examination for 2006 through 2021. In addition, tax returns that remain open to examination in non-U.S. subsidiaries, including Malaysia, Brazil, Luxembourg, United Kingdom, Hong Kong and China, vary by country. We
believe that adequate amounts of taxes and related interest and penalties have been provided, and any adjustments as a result of examinations are not expected to materially adversely affect our business, results of operations or financial condition.
v3.22.2.2
Earnings Per Share
 12 Months Ended
Aug. 26, 2022
Earnings Per Share [Abstract]  
Earnings Per Share
Earnings Per Share
Year endedAugust 26,
2022		August 27,
2021		August 28,
2020
Net income (loss) attributable to SGH – Basic and Diluted$66,557 $21,310 $(1,143)
Weighted-average shares outstanding – Basic49,46748,55847,988
Dilutive effect of equity plans and convertible notes4,9763,026—
Weighted-average shares outstanding – Diluted54,44351,58447,988
Earnings (loss) per share:
Basic$1.35 $0.44 $(0.02)
Diluted$1.22 $0.41 $(0.02)
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:
As ofAugust 26,
2022		August 27,
2021		August 28,
2020
Equity plans3295,3809,369
Convertible notes——12,313
 3295,38021,682
We have the option to pay cash, issue shares or a combination thereof for the aggregate amount due upon any conversion of our 2026 Notes. Through 2022, it was our intent to settle the principal amount of the 2026 Notes in cash upon any conversion. As a result, only the amounts payable in excess of the principal amounts upon conversion of the 2026 Notes are considered in diluted earnings per share under the treasury stock method.
On August 26, 2022, we made an irrevocable election, effective August 27, 2022, under the indenture to require the principal portion of our 2026 Notes to be settled in cash and any conversion consideration in excess of the principal portion in cash and/or ordinary shares at our option upon conversion. Following the irrevocable election, only the amounts expected to be settled in excess of the principal portion are considered dilutive in calculating earnings per share under the if-converted method. See “Subsequent Events – First Supplemental Indenture to Indenture Governing 2.25% Convertible Senior Notes Due 2026.” The 2026 Notes are dilutive when the average share price of the Company’s ordinary shares for a reporting period exceeds the conversion price of the 2026 Notes of $20.30 per share.
v3.22.2.2
Segment and Other Information
 12 Months Ended
Aug. 26, 2022
Segment Reporting [Abstract]  
Segment and Other Information
Segment and Other Information
Segment information presented below is consistent with how our chief operating decision maker evaluates operating results to make decisions about allocating resources and assessing performance. 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, computing, including desktop, notebook and server applications, smartphones and other vertical markets. These products are marketed to OEMs and to commercial and government customers. The Memory Solutions group also offers SMART Supply Chain Services, which provides
customized, integrated supply chain services to enable our customers to better manage supply chain planning and execution, reduce costs and increase productivity.
•Intelligent Platform Solutions (“IPS”): Our IPS group, under our Penguin Solutions brand, consists of two major product lines – Penguin Computing and Penguin Edge. Penguin Computing offers specialized platform solutions for high-performance computing, artificial intelligence, machine learning and advanced modeling for technology research. We provide these leading-edge solutions to customers in the government, hyperscale, energy, financial services and education markets. Penguin Edge offers solutions for embedded and wireless applications, specializing in high-reliability products for a wide range of customers in government, telecommunications, health care, smart city, network edge and industrial applications.
•LED Solutions: Our LED Solutions group, under our Cree LED brand, offers a broad portfolio of application-optimized LEDs focused on improving on lumen density, intensity, efficacy, optical control and reliability. Backed by expert design assistance and superior sales support, our LED products enable our customers to develop and market LED-based products for general lighting, video screens and specialty lighting applications. Our LED Solutions is comprised of the LED Business we acquired from Cree, Inc. on March 1, 2021.
Segments are determined based on sources of revenue, types of customers and operating performance. There are no differences between the accounting policies for our segment reporting and our consolidated results of operations. Operating expenses directly associated with the activities of a specific segment are charged to that segment. Certain other indirect operating income and expenses are generally allocated to segments based on their respective percentage of net sales. We do not allocate interest, other non-operating (income) expense or taxes to segments.
Year endedAugust 26,
2022		August 27,
2021		August 28,
2020
Net sales:
Memory Solutions$975,181 $931,818 $857,237 
Intelligent Platform Solutions440,986 344,757 265,140 
LED Solutions403,185 224,567 — 
Total net sales$1,819,352 $1,501,142 $1,122,377 
Segment operating income:
Memory Solutions$119,849 $91,737 $71,867 
Intelligent Platform Solutions54,019 32,931 12,362 
LED Solutions53,761 36,126 — 
Total segment operating income227,629 160,794 84,229 
 
Unallocated:
Share-based compensation expense(40,119)(33,877)(18,716)
Amortization of acquisition-related intangibles(23,729)(20,255)(13,654)
Flow through of inventory step up— (7,090)— 
Out of period import tax expense (1)
— (4,345)— 
Acquisition and integration expenses(7,090)(5,314)(5,532)
Change in fair value of contingent consideration(41,324)(32,400)— 
Other(858)(2,316)(4,997)
Total unallocated(113,120)(105,597)(42,899)
Consolidated operating income$114,509 $55,197 $41,330 
(1)During the second quarter of 2021, we recorded an out-of-period adjustment to correct errors originating in previous periods related to understated import tax costs, which resulted in a $4.3 million increase in cost of sales, $0.7 million increase in interest expense and a $1.7 million benefit to income taxes. The adjustment was not considered material to the interim or annual consolidated financial statements for the year ended August 27, 2021 nor to any previously issued interim or annual consolidated financial statements.
Depreciation included in segment operating income was as follows:
Year endedAugust 26,
2022		August 27,
2021		August 28,
2020
Memory Solutions$23,710 $19,547 $19,117 
Intelligent Platform Solutions4,664 3,275 3,659 
LED Solutions12,736 6,034 — 
$41,110 $28,856 $22,776 
v3.22.2.2
Concentrations
 12 Months Ended
Aug. 26, 2022
Risks and Uncertainties [Abstract]  
Concentrations
Concentrations
Our concentrations of credit risk consists principally of cash and cash equivalents and accounts receivable. Our revenues and related accounts receivable reflect a concentration of activity with certain customers. We generally do not require collateral or other security to support accounts receivable. We perform periodic credit evaluations of our customers to minimize collection risk on accounts receivable and maintain allowances for potentially uncollectible accounts.
A significant portion of our net sales is concentrated with a select number of customers. Sales to our ten largest customers in 2022, 2021 and 2020 were 65%, 65% and 66%, respectively, of total net sales. As of August 26, 2022, two customers accounted for 22% and 17%, respectively, of accounts receivable.
Net sales to a number of customers each exceeded 10% of our total net sales in the past three years. Net sales to a Memory Solutions customer were 11%, 12% and 17% of total net sales in 2022, 2021 and 2020, respectively. Net sales to an IPS customer were 15% and 10% of total net sales in 2022 and 2021, respectively. Additionally, net sales to another Memory Solutions customer were 11% of total net sales in 2020. No other customers accounted for more than 10% of our total net sales in 2022, 2021 and 2020.
We rely on a limited number of suppliers for a significant portion of our raw materials. Purchases from our three largest suppliers in 2022, 2021 and 2020 were $1.5 billion, $1.1 billion and $0.9 billion, respectively. As of August 26, 2022 and August 27, 2021, accounts payable and accrued expenses included $170.1 million and $148.4 million, respectively, for amounts owed to our largest three suppliers for 2022 and 2021, respectively.
v3.22.2.2
Geographic Information
 12 Months Ended
Aug. 26, 2022
Segment Reporting [Abstract]  
Geographic Information
Geographic Information
Net sales by geographic area, based on customer ship-to location, were as follows:
Year endedAugust 26,
2022		August 27,
2021		August 28,
2020
United States$705,540 $601,728 $477,975 
Brazil424,933 447,249 390,021 
China309,175 213,989 90,705 
Europe116,278 84,216 37,758 
Other263,426 153,960 125,918 
$1,819,352 $1,501,142 $1,122,377 
Long-lived assets by geographic area, including property and equipment and right-of-use assets, were as follows:
As ofAugust 26,
2022		August 27,
2021
Brazil$62,803 $63,858 
China52,201 61,405 
United States102,907 56,746 
Malaysia10,778 11,329 
Other2,645 3,797 
$231,334 $197,135 
v3.22.2.2
Significant Accounting Policies (Policies)
 12 Months Ended
Aug. 26, 2022
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
Since our inception over 30 years ago, SMART Global Holdings, Inc. (“SGH” or the “Company”) has grown into a diversified group of businesses focused on the design and manufacture of specialty solutions for the computing, memory and LED markets. Our success is based on a customer-focused approach characterized by a commitment to quality, advanced technical expertise, quick time-to-market, build-to-order flexibility and excellence in customer service.
The accompanying consolidated financial statements include SGH and its consolidated subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America. Intercompany balances and transactions have been eliminated in consolidation.
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 2022, 2021 and 2020 each contained 52 weeks. All period references are to our fiscal periods unless otherwise indicated. Financial information for our subsidiaries in Brazil is included in our consolidated financial statements on a one-month lag because their fiscal years end on July 31 of each year.
Cash and Cash Equivalents
Cash and Cash Equivalents
Cash equivalents include highly liquid short-term investments, readily convertible to known amounts of cash, with original maturities of three months or less.
Derivative Instruments
Derivative Instruments
We use derivative instruments to manage our exposure to changes in currency exchange rates from certain monetary assets and liabilities denominated in currencies other than the U.S. dollar. Derivative instruments are measured at their fair values and recognized as either assets or liabilities. The accounting for changes in the fair value of derivative instruments is based on the intended use of the derivative and the resulting designation. For derivative instruments that are not designated for hedge accounting, gains or losses from changes in fair values are recognized in other non-operating (income) expense. We do not use foreign currency contracts for speculative or trading purposes.
Fair Value Measurements
Fair Value Measurements
We measure and report certain financial assets and liabilities at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. U.S. GAAP has established a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are those that can be obtained from independent sources and can be validated by a third party, whereas unobservable inputs reflect assumptions regarding what a third party might use in pricing an asset or liability. The fair value hierarchy is categorized into three levels, based on the reliability of inputs, as follows:
•Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities;
•Level 2 – Valuations based on inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and
•Level 3 – Valuations based on unobservable inputs for the asset or liability.
Functional Currency
Functional Currency
Our primary functional currency is the U.S. dollar. Gains and losses from the remeasurement of non-functional currency balances are recorded in other non-operating (income) expense. The functional currency of our subsidiaries in Brazil is the
Brazilian real. Assets and liabilities of our Brazil subsidiaries are translated into U.S. dollars each period at the current exchange rate, while revenues and expenses are translated at the average exchange rate prevailing during the period. Cumulative translation gains and losses are included in accumulated other comprehensive income (loss).
Goodwill
Goodwill
We test goodwill for impairment in the fourth quarter of each year, or more frequently if indicators of an impairment exist, to determine whether it is more likely than not that the fair value of the reporting unit with goodwill is less than its carrying value. Qualitative factors considered in this assessment include industry and market considerations, overall financial performance and other relevant events and factors affecting the fair value of the reporting unit. No impairment of goodwill was recognized through August 26, 2022.
Government Incentives
Government Incentives
We receive incentives from governmental entities related to certain expenses and other activities. These government incentives may require that we meet or maintain specified spending levels and other operational metrics and are recorded in the financial statements in accordance with their purpose. Incentives related to specific operating activities are recorded against the related expense in the period the expense is incurred. Government incentives received prior to being earned are included in other current liabilities, whereas government incentives earned prior to being received are included in other current or noncurrent assets. Cash received from government incentives related to operating expenses is included as an operating activity in the consolidated statement of cash flows.
Income Taxes
Income Taxes
We recognize current and deferred income taxes based on reported income before income taxes. Deferred income taxes reflect the effect of temporary differences and carryforwards recognized for financial reporting and income tax purposes. Deferred tax assets and liabilities are recognized based on the differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, utilizing tax rates that are expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. We recognize valuation allowances to reduce deferred tax assets to the amount that we estimate, based on available evidence and management judgment, will more likely than not be realized. We record a valuation allowance in the period the determination is made that all or part of the net deferred tax assets will not be realized. We record interest and penalties related to unrecognized tax benefits in tax expense.
Intangible Assets
Intangible Assets
Intangible assets are stated at cost and amortized on a straight-line basis over their estimated useful lives of generally four to eight years for technology, four to eight years for customer relationships and five to seven years for trademarks/trade names. Intangible assets are retired in the period they become fully amortized.
We review the carrying value of identified intangible assets for impairment when events and circumstances indicate that their carrying value may not be recoverable from the estimated future cash flows expected to result from their use and/or disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to the amount by which the carrying value exceeds the estimated fair value of the identifiable intangible assets.
Inventories
Inventories
Inventories are stated at the lower of cost or net realizable value. In our LED segment, cost is determined on a first-in, first-out method or average cost method. For all other segments, inventory value is determined on a specific identification basis for material and an allocation of labor and manufacturing overhead. At each balance sheet date, we evaluate ending inventories for excess quantities and obsolescence, including analyses of sales levels by product family, historical demand and forecasted demand in relation to inventory on hand, competitiveness of product offerings, market conditions and product life cycles.
Leases
Leases
We have operating leases through which we acquire or utilize facilities, offices and equipment in our manufacturing operations, research and development activities and selling, general and administrative functions. In determining the lease
term, we assess whether it is reasonably certain we will exercise options to renew or terminate a lease, and when or whether we would exercise an option to purchase the right-of-use asset. Measuring the present value of the initial lease liability requires exercising judgment to determine the discount rate, which we base on interest rates for similar borrowings issued by entities with credit ratings similar to ours.
We recognize right-of use assets and corresponding lease liabilities for leases with an initial term of more than 12 months and do not separate lease and non-lease components. Recognized leases are included in operating lease right-of-use assets and corresponding lease liabilities are included in other current liabilities or noncurrent operating lease liabilities. For operating leases of buildings, we account for non-lease components, such as common area maintenance, as a component of the lease and include the components in the initial measurement of our right-of-use assets and corresponding liabilities. Operating lease assets are amortized on a straight-line basis over the lease term.
Property and Equipment
Property and Equipment
Property and equipment is stated at cost and depreciated using the straight-line method over estimated useful lives of generally two to five years for equipment, five to forty years for buildings and building improvements and two to five years for furniture, fixtures and software. Land leases are amortized using the straight-line method over their lease terms, which expire from 2057 to 2082.
We review the carrying value of property and equipment for impairment when events and circumstances indicate that the carrying value of an asset or group of assets may not be recoverable from the estimated future cash flows expected to result from its use and/or disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to the amount by which the carrying value exceeds the estimated fair value of the assets.
Research and Development
Research and Development
Research and development expenditures are expensed in the period incurred.
Revenue Recognition
Revenue Recognition
We recognize revenue based on the transfer of control of goods and services and apply the following five-step approach: (1) identification of a contract with a customer, (2) identification of the performance obligations in the contract, (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations in the contract and (5) recognition of revenue as performance obligations are satisfied.
Product Revenue: Product revenue is generally recognized at a point in time when control of the promised goods is transferred to customers. Contracts with customers are generally short-term in duration at fixed, negotiated prices with payment generally due shortly after delivery. We estimate a liability for returns using the expected value method based on historical rates of return. In addition, we generally offer price protection to our distributors, which is a form of variable consideration that decreases the transaction price. We use the expected value method, based on historical price adjustments and current pricing trends, to estimate the amount of revenue recognized from sales to distributors. Differences between the estimated and actual amounts are recognized as adjustments to revenue.
Non-cancellable, nonrefundable customized product sales are recognized over time on a cost incurred basis. In connection with these arrangements, customers obtain control and benefit from the services as they are performed. The terms for these arrangements provide us with a legally enforceable right to receive payment, including a reasonable profit margin upon customer cancellation, for performance completed to date. Accordingly, we recognize revenue over time as we complete the manufacture of these products.
A portion of our revenue is derived from the sale of customized products. In certain cases, we recognize revenue when control of the underlying assets passes to the customer when the customer is able to direct the use of, and obtain substantially all of the remaining benefit from, the assets; the customer has the significant risks and rewards associated with ownership of the assets; and we have a present right to payment. Under the terms of these arrangements, we cannot repurpose products without the customer’s consent and accordingly, we recognize revenue at the point in time when products are completed and made available to the customer.
Service Revenue: Our service revenue is derived from supply chain services as well as professional services. Supply chain services includes procurement, logistics, inventory management, temporary warehousing, kitting and packaging. Professional services include solution design, system installation, software automation and managed support services
related to high performance computing (“HPC”) and storage systems. A portion of our product sales include extended warranty and on-site services, subscriptions to our HPC environment, professional services, software and related support.
Agent Services: We provide certain supply chain services on an agent basis, whereby we procure materials on behalf of our customers and then resell such materials to our customers. 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 procured. However, only the amount related to the agent component is recognized as revenue in our results of operations. We generally recognize revenue for these procurement, logistics and inventory management services upon the completion of such services, which typically occurs at the time of shipment of product to the customer. Amounts we invoice to customers for cost of materials related to services performed, which remain unpaid as of the end of a reporting period, are included in accounts receivable. Additionally, cost of materials procured for customers under these agent services, but which remain on hand as of the end of a reporting period, are included in inventories. Amounts in accounts receivable and inventories impact the determination of net cash provided by (or used in) operations.
Transaction Price: The transaction price is determined based on the consideration to which we will be entitled in exchange for transferring goods or services to the customer. We allocate the transaction price to each distinct product and service based on its relative standalone selling price. The standalone selling price for products primarily involves the cost to produce the deliverable plus the anticipated margin and for services is estimated based on our approved list price.
A portion of our service revenue is from professional consulting services, including installation and other services and hardware and software related support. Each contract may contain multiple performance obligations, which requires the transaction price to be allocated to each performance obligation. We allocate the consideration to each performance obligation based on the relative selling price, determined as the best estimate of the price at which we would transact if it sold the deliverable regularly on a stand-alone basis.
Contract Costs: As a practical expedient, we recognize the incremental costs of obtaining a contract, specifically commission expenses that have an amortization period of less than twelve months, as an expense when incurred. Additionally, we account for shipping and handling costs, if any, that occur after control transfers to the customer as a fulfillment activity. We record shipping and handling costs related to revenue transactions within cost of sales as a period cost.
Share-based Compensation
Share-Based Compensation
Share-based compensation is measured at the grant date, based on the fair value of the award, and recognized as expense under the straight-line attribution method over the requisite service period. We account for forfeitures as they occur.
Treasury Shares
Treasury Shares
Treasury shares are carried at cost. When treasury shares are retired, any excess of the repurchase price paid over par value is allocated between additional capital and retained earnings.
Use of Estimates
Use of Estimates
The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires that we make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Estimates and judgments are based on historical experience, forecasted events and various other assumptions. Significant items subject to such estimates and assumptions include business acquisitions, income taxes, inventories, goodwill and intangible assets, property and equipment, revenue recognition and share-based compensation. Actual results could differ from the estimates made by management.
v3.22.2.2
Recently Issued Accounting Standards (Tables)
 12 Months Ended
Aug. 26, 2022
Accounting Changes and Error Corrections [Abstract]  
Accounting Standards Update and Change in Accounting Principle The following table summarizes the effects of adopting ASU 2020-06:
Ending Balance as ofBeginning Balance as of
August 26,
2022		Adoption of ASU 2020-06August 27,
2022
Long-term debt$591,389 $32,183 $623,572 
Additional paid-in-capital448,112 (50,822)397,290 
Retained earnings251,344 18,639 269,983 
v3.22.2.2
Business Acquisition (Tables)
 12 Months Ended
Aug. 26, 2022
Business Combinations [Abstract]  
Schedule of Purchase Price
The aggregate purchase price was as follows:
Cash$50,000 
Additional payment for net working capital adjustment (1)22,398 
Fair value of LED Purchase Price Note125,000 
Fair value of Earnout Note28,100 
$225,498 
(1)Includes $15.3 million paid at closing and $7.1 million paid in the fourth quarter of 2021 upon completion of the review of the net working capital assets acquired and liabilities assumed.
Summary of Assets Acquired and Liabilities Assumed at the Acquisition Date The valuation of the LED Business assets acquired and liabilities assumed, noncontrolling interest in subsidiary and consideration was as follows:
Cash and cash equivalents$36,721 
Accounts receivable45,608 
Inventories60,423 
Other current assets5,204 
Property and equipment70,116 
Operating lease right-of-use assets7,494 
Intangible assets64,500 
Other noncurrent assets26 
Accounts payable and accrued expenses(23,673)
Other current liabilities(27,509)
Noncurrent operating lease liabilities(4,019)
Other noncurrent liabilities(1,916)
Total net assets acquired232,975 
Noncontrolling interest in subsidiary(7,477)
Consideration$225,498 
Summary of Intangible Assets
The fair values and useful lives of the intangible asset acquired was as follows:
 Amount
Estimated
useful life
(in years)
Technology$49,800 
7-8
Trademarks/trade names6,100 
5
Customer relationships5,200 
7-8
Order backlog3,400 
less than 1
$64,500 
Summary of Unaudited Pro Forma Information
The unaudited pro forma financial information for the year ended August 27, 2021 combines our results of operations for the year ended August 27, 2021 (which include the results of the LED Business from the March 1, 2021 acquisition date) and the results of operations of the LED Business for the six months ended December 27, 2020. The unaudited pro forma financial information for the year ended August 28, 2020 combines our results of operations for the year ended August 28, 2020 and the results of operations of the LED Business for the year ended June 28, 2020.
Year endedAugust 27,
2021		August 28,
2020
Net sales$1,705,366 $1,555,689 
Net loss attributable to SGH(142,319)(95,926)
 
Earnings (loss) per share:
Basic$(2.93)$(2.00)
Diluted$(2.93)$(2.00)
v3.22.2.2
Inventories (Tables)
 12 Months Ended
Aug. 26, 2022
Inventory Disclosure [Abstract]  
Schedule of Inventories
As ofAugust 26,
2022		August 27,
2021
Raw materials$150,913 $163,610 
Work in process38,624 92,901 
Finished goods133,547 107,090 
 $323,084 $363,601 
v3.22.2.2
Property and Equipment (Tables)
 12 Months Ended
Aug. 26, 2022
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment
As ofAugust 26,
2022		August 27,
2021
Equipment$204,805 $182,493 
Buildings and building improvements59,047 53,502 
Furniture, fixtures and software38,715 32,114 
Land16,126 16,126 
318,693 284,235 
Accumulated depreciation(164,758)(127,969)
 $153,935 $156,266 
v3.22.2.2
Intangible Assets and Goodwill (Tables)
 12 Months Ended
Aug. 26, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangible Assets and Goodwill by Segment
 
As of August 26, 2022
As of August 27, 2021
 
Gross
Amount
Accumulated
Amortization
Gross
Amount
Accumulated
Amortization
Intangible assets:    
Technology$61,594 $(18,473)$61,307 $(9,142)
Customer relationships57,500 (32,238)57,500 (22,393)
Trademarks/trade names19,200 (9,771)19,200 (6,628)
Order backlog— — 3,800 (2,571)
 $138,294 $(60,482)$141,807 $(40,734)
 
Goodwill by segment:
Intelligent Platform Solutions$40,401 $40,401 
Memory Solutions33,608 33,854 
 $74,009 $74,255 
v3.22.2.2
Accounts Payable and Accrued Expenses (Tables)
 12 Months Ended
Aug. 26, 2022
Payables and Accruals [Abstract]  
Schedule of Accounts Payable and Accrued Expenses
As ofAugust 26,
2022		August 27,
2021
Accounts payable (1)
$345,063 $429,640 
Salaries, wages and benefits45,189 37,795 
Income and other taxes17,961 14,319 
Other5,141 2,353 
 $413,354 $484,107 
(1)Includes accounts payable for property and equipment of $3.5 million and $3.1 million as of August 26, 2022 and August 27, 2021, respectively.
v3.22.2.2
Debt (Tables)
 12 Months Ended
Aug. 26, 2022
Debt Disclosure [Abstract]  
Summary of Long-Term Debt
As ofAugust 26,
2022		August 27,
2021
2027 TLA$269,304 $— 
Convertible Senior Notes213,023 203,992 
LED Earnout Note101,824 — 
LED Purchase Price Note— 125,000 
ABL Credit Agreement— 25,000 
Other19,263 11,846 
 603,414 365,838 
Less current debt(12,025)(25,354)
Long-term debt$591,389 $340,484 
Interest Income and Interest Expense Disclosure
As of August 26, 2022 and August 27, 2021, the effective interest rate was 7.06%. Interest expense for the 2026 Notes consisted of 2.25% contractual stated interest and amortization of discount and issuance costs and included of the following:
Year endedAugust 26,
2022		August 27,
2021		August 28,
2020
Contractual stated interest$5,609 $5,609 $3,078 
Amortization of discount and issuance costs9,031 8,419 4,385 
$14,640 $14,028 $7,463 
Summary of Maturities of Debt
As of August 26, 2022, maturities of debt were as follows:
2023$12,150 
202420,744 
2025119,130 
2026265,588 
2027225,275 
2028 and thereafter1,482 
Less unamortized discount and issuance costs(40,955)
 $603,414 
v3.22.2.2
Leases (Tables)
 12 Months Ended
Aug. 26, 2022
Leases [Abstract]  
Summary of Components of Operating Lease Expense The components of operating lease expense were as follows:
Year endedAugust 26,
2022		August 27,
2021		August 28,
2020
Fixed lease cost$13,511 $9,377 $6,743 
Variable lease cost1,534 1,445 842 
Short-term lease cost466 288 295 
 $15,511 $11,110 $7,880 
Schedule of Minimum Payments of Lease Liabilities
Minimum payments of lease liabilities as of August 26, 2022 were as follows:
2023$11,365 
202411,772 
20259,738 
20268,620 
20278,572 
2028 and thereafter65,868 
 115,935 
Less imputed interest(35,567)
Present value of total lease liabilities$80,368 
v3.22.2.2
Fair Value Measurements (Tables)
 12 Months Ended
Aug. 26, 2022
Fair Value Disclosures [Abstract]  
Schedule of Fair Value Measurements of Other Assets and Liabilities Fair value measurements of other assets and liabilities were as follows:
 As of August 26, 2022As of August 27, 2021
 Fair ValueCarrying ValueFair ValueCarrying Value
Assets:
Derivative financial instrument assets$— $— $883 $883 
Liabilities:
Derivative financial instrument liabilities$605 $605 $50 $50 
2027 TLA273,281 269,304 — — 
Convertible Senior Notes290,223 213,023 335,668 203,992 
LED Earnout Note96,412 101,824 — — 
LED Purchase Price Note— — 125,000 125,000 
ABL Credit Agreement— — 25,000 25,000 
Debt – other17,855 19,263 10,702 11,846 
Acquisition-related contingent consideration— — 60,500 60,500 
v3.22.2.2
Equity Plans (Tables)
 12 Months Ended
Aug. 26, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Summary of Share Options
 Shares
Weighted
Average
Exercise Price
Per Share
Weighted
Average
Remaining Contractual
Term (in years)
Aggregate
Intrinsic
Value
Outstanding as of August 27, 20213,778 $14.95 6.33$33,602 
Granted— $— 
Exercised(443)$12.75 
Forfeited and cancelled(61)$11.04 
Outstanding as of August 26, 20223,274 $15.32 5.22$14,429 
Exercisable as of August 26, 20222,776$15.97 4.77$10,673 
Assumptions Used to Value Stock Options
Year endedAugust 27,
2021		August 28,
2020
Share options granted500 1,926 
Weighted average grant-date fair value per share$6.65 $5.73 
Average expected term in years6.256.25
Weighted-average expected volatility52.07 %49.18 %
Weighted-average risk-free interest rate0.49 %1.32 %
Expected dividend yield——
Schedule of Share Based Compensation Expense Allocation
Year endedAugust 26,
2022		August 27,
2021		August 28,
2020
Share-based compensation expense by caption:
Cost of sales$6,740 $4,593 $3,022 
Research and development6,377 4,429 3,069 
Selling, general and administrative27,002 24,855 12,625 
 $40,119 $33,877 $18,716 
Restricted Awards  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Schedule of Outstanding Restricted Share Awards and Restricted Share Units Awards
 Shares
Weighted
Average
Grant Date
Fair Value
Per Share
Aggregate
Intrinsic
Value
Outstanding as of August 27, 20215,637 $18.08 $134,425 
Granted1,642 $25.73 
Vested(2,057)$18.10 
Forfeited and cancelled(344)$20.54 
Outstanding as of August 26, 20224,878 $20.47 $94,052 
Summary of Aggregate Restricted Award Activity and Assumptions
Year endedAugust 26,
2022		August 27,
2021		August 28,
2020
Awards granted1,642 4,6511,680
Weighted average grant-date fair value per share$25.73 $19.59 $12.21 
Aggregate vesting-date fair value of shares vested$49,821 $21,381 $12,464 
v3.22.2.2
Revenue and Customer Contract Balances (Tables)
 12 Months Ended
Aug. 26, 2022
Revenue from Contract with Customer [Abstract]  
Summary of Net Sales by Products and Services and Gross Amounts Billed for Services
Net sales by products and services and gross amounts billed for services, including logistics services in which we act as an agent for our customers, were as follows:
Year endedAugust 26,
2022		August 27,
2021		August 28,
2020
Net sales:
Products and professional services$1,755,883 $1,465,765 $1,090,173 
Logistics services63,469 35,377 32,204 
$1,819,352 $1,501,142 $1,122,377 
Gross billings in connection with logistics services:
Logistics services$63,469 $35,377 $32,204 
Cost of materials (1)
1,601,289 751,985 604,698 
 $1,664,758 $787,362 $636,902 
(1)Included in gross billings are amounts billed to customers for the cost of materials procured in an agent capacity in connection with our logistics services business, which includes procurement, logistics, inventory management, temporary warehousing, kitting and/or packaging services. While we take title to inventory under such arrangements, control of such inventory does not transfer to us as we do not, at any point, have the ability to direct the use, and thereby obtain the benefits of, the inventory.
Summary of Customer Contract Balances
As ofAugust 26,
2022		August 27,
2021
Contract assets (1)
$1,322 $4,247 
Contract liabilities: (2)
Deferred revenue (3)
$39,676 $19,271 
Customer advances24,12515,835
 $63,801 $35,106 
(1)Contract assets are included in other current assets.
(2)Contract liabilities are included in other current liabilities and noncurrent liabilities based on the timing of when our customer is expected to take control of the asset or receive the benefit of the service.
(3)Deferred revenue includes $23.3 million and $0.4 million as of August 26, 2022 and August 27, 2021, respectively, related to contracts that contain termination rights.
v3.22.2.2
Other Non-operating (Income) Expense (Tables)
 12 Months Ended
Aug. 26, 2022
Nonoperating Income (Expense) [Abstract]  
Schedule of Other Non-operating (Income) Expense
Year endedAugust 26,
2022		August 27,
2021		August 28,
2020
Foreign currency losses$4,728 $719 $3,408 
Loss on extinguishment of debt653 — 6,822 
Loss from remeasurement of Capped Calls— — 7,719 
Other(544)(1,094)(979)
 $4,837 $(375)$16,970 
v3.22.2.2
Income Taxes (Tables)
 12 Months Ended
Aug. 26, 2022
Income Tax Disclosure [Abstract]  
Schedule of Income (Loss) before Income Taxes and Components of Income Tax Provision (Benefit)
Our income tax provision (benefit) consisted of the following:
Year endedAugust 26,
2022		August 27,
2021		August 28,
2020
Income (loss) before income taxes:
U.S.$12,405 $(28,326)$(13,120)
Foreign76,098 66,298 22,480 
$88,503 $37,972 $9,360 
Income tax provision (benefit):
Current:
Federal$1,100 $— $— 
State1,772 623 143 
Foreign18,588 18,022 12,164 
21,460 18,645 12,307 
Deferred:
Federal259 (13)258 
State43 3 37 
Foreign(1,851)(3,169)(2,099)
 (1,549)(3,179)(1,804)
Income tax provision$19,911 $15,466 $10,503 
Effective Income Tax Rate Reconciliation The table below reconciles our tax provision (benefit) based on the U.S. federal statutory rate to our effective tax rate:
Year endedAugust 26,
2022		August 27,
2021		August 28,
2020
Statutory tax rate21.0 %21.0 %21.0 %
Foreign income taxes at different rates6.8 %19.9 %58.5 %
State income tax, net of federal benefit3.7 %5.5 %8.9 %
Change in valuation allowance3.5 %26.9 %23.5 %
Non-deductible expenses (non-taxable income)(1.3)%(5.7)%19.1 %
Foreign tax incentives(11.1)%(26.9)%(14.0)%
Foreign withholding tax2.7 %3.9 %3.7 %
Tax credits(3.3)%(5.4)%(7.3)%
Other0.5 %1.5 %(1.2)%
Effective tax rate22.5 %40.7 %112.2 %
Net Tax Effects of Temporary Differences Between Bases of Assets and Liabilities
Deferred income taxes reflect the net tax effects of temporary differences between the bases of assets and liabilities for financial reporting and income tax purposes as well as carryforwards. Net deferred tax assets are included in other noncurrent assets and consisted of the following:
As ofAugust 26,
2022		August 27,
2021
Deferred tax assets:
Accruals and allowances$22,458 $22,629 
Share-based compensation6,073 8,581 
Research and other tax credit carryforwards9,686 8,971 
Operating lease liabilities13,405 7,721 
Tax amortizable goodwill17,561 7,086 
Net operating loss carryforwards23,723 29,834 
Gross deferred tax assets92,906 84,822 
Valuation allowance(52,267)(49,154)
Deferred tax assets, net of valuation allowance40,639 35,668 
Deferred tax liabilities:
Right-of-use assets12,693 7,280 
Property and equipment13,859 14,078 
Intangible assets8,348 9,643 
Deferred tax liabilities34,900 31,001 
Net deferred tax assets$5,739 $4,667 
Summary of Deferred Tax Valuation Allowance
Activity related to our deferred tax valuation allowance was as follows:
 Balance at Beginning of YearCharged (Credited)
to Operations		Charged to Other AccountsBalance at End of Year
Deferred tax valuation allowance:
Year ended August 26, 2022$49,154 $3,113 $— $52,267 
Year ended August 27, 202138,921 10,233 — 49,154 
Year ended August 28, 202036,722 2,199 — 38,921 
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits
Below is a reconciliation of the beginning and ending amounts of our unrecognized tax benefits:
Year endedAugust 26,
2022		August 27,
2021		August 28,
2020
Beginning unrecognized tax benefits$17,454 $16,514 $15,037 
Increases related to prior year tax provisions— — 67 
Decreases related to prior year tax provisions(212)(397)— 
Increases related to current year tax provisions1,678 1,337 1,410 
Ending unrecognized tax benefits$18,920 $17,454 $16,514 
v3.22.2.2
Earnings Per Share (Tables)
 12 Months Ended
Aug. 26, 2022
Earnings Per Share [Abstract]  
Schedule of Basic and Diluted Earnings Per Share
Year endedAugust 26,
2022		August 27,
2021		August 28,
2020
Net income (loss) attributable to SGH – Basic and Diluted$66,557 $21,310 $(1,143)
Weighted-average shares outstanding – Basic49,46748,55847,988
Dilutive effect of equity plans and convertible notes4,9763,026—
Weighted-average shares outstanding – Diluted54,44351,58447,988
Earnings (loss) per share:
Basic$1.35 $0.44 $(0.02)
Diluted$1.22 $0.41 $(0.02)
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:
As ofAugust 26,
2022		August 27,
2021		August 28,
2020
Equity plans3295,3809,369
Convertible notes——12,313
 3295,38021,682
v3.22.2.2
Segment and Other Information (Tables)
 12 Months Ended
Aug. 26, 2022
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information
Segments are determined based on sources of revenue, types of customers and operating performance. There are no differences between the accounting policies for our segment reporting and our consolidated results of operations. Operating expenses directly associated with the activities of a specific segment are charged to that segment. Certain other indirect operating income and expenses are generally allocated to segments based on their respective percentage of net sales. We do not allocate interest, other non-operating (income) expense or taxes to segments.
Year endedAugust 26,
2022		August 27,
2021		August 28,
2020
Net sales:
Memory Solutions$975,181 $931,818 $857,237 
Intelligent Platform Solutions440,986 344,757 265,140 
LED Solutions403,185 224,567 — 
Total net sales$1,819,352 $1,501,142 $1,122,377 
Segment operating income:
Memory Solutions$119,849 $91,737 $71,867 
Intelligent Platform Solutions54,019 32,931 12,362 
LED Solutions53,761 36,126 — 
Total segment operating income227,629 160,794 84,229 
 
Unallocated:
Share-based compensation expense(40,119)(33,877)(18,716)
Amortization of acquisition-related intangibles(23,729)(20,255)(13,654)
Flow through of inventory step up— (7,090)— 
Out of period import tax expense (1)
— (4,345)— 
Acquisition and integration expenses(7,090)(5,314)(5,532)
Change in fair value of contingent consideration(41,324)(32,400)— 
Other(858)(2,316)(4,997)
Total unallocated(113,120)(105,597)(42,899)
Consolidated operating income$114,509 $55,197 $41,330 
(1)During the second quarter of 2021, we recorded an out-of-period adjustment to correct errors originating in previous periods related to understated import tax costs, which resulted in a $4.3 million increase in cost of sales, $0.7 million increase in interest expense and a $1.7 million benefit to income taxes. The adjustment was not considered material to the interim or annual consolidated financial statements for the year ended August 27, 2021 nor to any previously issued interim or annual consolidated financial statements.
Depreciation included in segment operating income was as follows:
Year endedAugust 26,
2022		August 27,
2021		August 28,
2020
Memory Solutions$23,710 $19,547 $19,117 
Intelligent Platform Solutions4,664 3,275 3,659 
LED Solutions12,736 6,034 — 
$41,110 $28,856 $22,776 
v3.22.2.2
Geographic Information (Tables)
 12 Months Ended
Aug. 26, 2022
Segment Reporting [Abstract]  
Summary of Net Sales and Long-lived Assets by Geographic Area Including Property and Equipment and Right-of-use Assets
Net sales by geographic area, based on customer ship-to location, were as follows:
Year endedAugust 26,
2022		August 27,
2021		August 28,
2020
United States$705,540 $601,728 $477,975 
Brazil424,933 447,249 390,021 
China309,175 213,989 90,705 
Europe116,278 84,216 37,758 
Other263,426 153,960 125,918 
$1,819,352 $1,501,142 $1,122,377 
Long-lived assets by geographic area, including property and equipment and right-of-use assets, were as follows:
As ofAugust 26,
2022		August 27,
2021
Brazil$62,803 $63,858 
China52,201 61,405 
United States102,907 56,746 
Malaysia10,778 11,329 
Other2,645 3,797 
$231,334 $197,135 
v3.22.2.2
Significant Accounting Policies - Additional Information (Details) - USD ($)
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Significant Accounting Policies [Line Items]    
Goodwill impairment loss $ 0  
Intangible assets estimated useful lives 17 years 9 months 18 days 6 years 8 months 12 days
Amortization period 12 months  
Minimum | Equipment    
Significant Accounting Policies [Line Items]    
Property and equipment, estimated useful lives 2 years  
Minimum | Buildings and building improvements    
Significant Accounting Policies [Line Items]    
Property and equipment, estimated useful lives 5 years  
Minimum | Furniture, fixtures and software    
Significant Accounting Policies [Line Items]    
Property and equipment, estimated useful lives 2 years  
Maximum | Equipment    
Significant Accounting Policies [Line Items]    
Property and equipment, estimated useful lives 5 years  
Maximum | Buildings and building improvements    
Significant Accounting Policies [Line Items]    
Property and equipment, estimated useful lives 40 years  
Maximum | Furniture, fixtures and software    
Significant Accounting Policies [Line Items]    
Property and equipment, estimated useful lives 5 years  
Technology | Minimum    
Significant Accounting Policies [Line Items]    
Intangible assets estimated useful lives 4 years  
Technology | Maximum    
Significant Accounting Policies [Line Items]    
Intangible assets estimated useful lives 8 years  
Customer relationships | Minimum    
Significant Accounting Policies [Line Items]    
Intangible assets estimated useful lives 4 years  
Customer relationships | Maximum    
Significant Accounting Policies [Line Items]    
Intangible assets estimated useful lives 8 years  
Trademarks/trade names | Minimum    
Significant Accounting Policies [Line Items]    
Intangible assets estimated useful lives 5 years  
Trademarks/trade names | Maximum    
Significant Accounting Policies [Line Items]    
Intangible assets estimated useful lives 7 years  
v3.22.2.2
Subsequent Events (Details)
 1 Months Ended 12 Months Ended
Aug. 29, 2022
USD ($)
Feb. 07, 2022
USD ($)
Feb. 28, 2020
USD ($)
Aug. 26, 2022
USD ($)
Aug. 27, 2021
USD ($)
Aug. 28, 2020
USD ($)
Feb. 29, 2020
Subsequent Event [Line Items]              
Acquisition-related contingent consideration       $ 0 $ 60,500,000    
Repayment of outstanding debt       $ 127,073,000 $ 0 $ 213,436,000  
2.25% Convertible Senior Notes Due 2026              
Subsequent Event [Line Items]              
Note interest rate     2.25% 2.25%     2.25%
Debt instrument, convertible, principal amount considered for conversion rate     $ 1,000 $ 1,000      
Debt instrument, face amount     $ 250,000,000        
The Credit Facility Agreement              
Subsequent Event [Line Items]              
Debt covenant, first lien leverage ratio   3.00          
Debt covenant, reduction of debt amount used for the purposes of calculating debt covenant ratios   $ 100,000,000          
The Credit Facility Agreement | 2027 TLA              
Subsequent Event [Line Items]              
Debt instrument, face amount   $ 275,000,000          
Subsequent Event | The Credit Facility Agreement              
Subsequent Event [Line Items]              
Debt covenant, first lien leverage ratio 3.25            
Debt covenant, reduction of debt amount used for the purposes of calculating debt covenant ratios $ 125,000,000            
Subsequent Event | The Credit Facility Agreement | 2027 TLA              
Subsequent Event [Line Items]              
Debt instrument, face amount 300,000,000            
Subsequent Event | LED Purchase Price Note              
Subsequent Event [Line Items]              
Repayment of outstanding debt 101,800,000            
Storm Private Holdings I Ltd | Subsequent Event              
Subsequent Event [Line Items]              
Cash 225,000,000            
Acquisition-related contingent consideration $ 50,000,000            
v3.22.2.2
Share Dividend (Details) - $ / shares
Jan. 03, 2022
Aug. 26, 2022
Aug. 27, 2021
Share-Based Payment Arrangement [Abstract]      
Share dividend declared for each ordinary share owned (in shares) 1    
Ordinary shares, par value (in usd per share) $ 0.03 $ 0.03 $ 0.03
v3.22.2.2
Recently Issued Accounting Standards (Details) - USD ($)
$ in Thousands
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Aug. 27, 2022
Feb. 29, 2020
Feb. 28, 2020
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]            
Long-term debt $ 591,389 $ 340,484        
Additional paid-in-capital 448,112          
Retained earnings 251,344 184,787        
2.25% Convertible Senior Notes Due 2026            
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]            
Amortization of debt discount (premium) 8,100 $ 7,500 $ 3,900      
Long-term debt $ 591,389          
Note interest rate 2.25%       2.25% 2.25%
Accounting Standards Update 2020-06 | Subsequent Event            
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]            
Additional paid-in-capital       $ 397,290    
Retained earnings       269,983    
Accounting Standards Update 2020-06 | 2.25% Convertible Senior Notes Due 2026 | Subsequent Event            
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]            
Long-term debt       623,572    
Cumulative effect, period of adoption, adjustment | Accounting Standards Update 2020-06 | Subsequent Event            
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]            
Additional paid-in-capital       (50,822)    
Retained earnings       18,639    
Cumulative effect, period of adoption, adjustment | Accounting Standards Update 2020-06 | 2.25% Convertible Senior Notes Due 2026 | Subsequent Event            
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]            
Long-term debt       $ 32,183    
v3.22.2.2
Business Acquisition - Additional Information (Details) - USD ($)
$ in Thousands
 1 Months Ended 6 Months Ended 12 Months Ended
Mar. 01, 2021
Mar. 31, 2021
Aug. 27, 2021
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Business Acquisition [Line Items]            
Change in fair value of contingent consideration       $ 41,324 $ 32,400 $ 0
Acquisition-related contingent consideration     $ 60,500 0 60,500  
CreeLED Inc.            
Business Acquisition [Line Items]            
Ownership interest 51.00%          
Cash $ 50,000          
Business combination, consideration transferred, equity interests issued and issuable 125,000 $ 125,000        
Business combination maximum earn out payment based on specific revenue achievement 125,000 125,000        
Business combination, minimum earn out payable in unsecured promissory note 2,500 $ 2,500        
Fair value of Earnout Note $ 28,100          
Acquisition-related contingent consideration       101,800    
Net sales     224,600   1,705,366 1,555,689
Net loss attributable to SGH     16,300   (142,319) (95,926)
CreeLED Inc. | Selling, general and administrative            
Business Acquisition [Line Items]            
Acquisition-related transaction expenses         $ 5,300 $ 1,100
CreeLED Inc. | LED Earnout Note            
Business Acquisition [Line Items]            
Change in fair value of contingent consideration     $ 32,400 $ 41,300    
v3.22.2.2
Business Acquisition - Schedule of Purchase Price (Details) - CreeLED Inc. - USD ($)
$ in Thousands
Mar. 01, 2021
Aug. 27, 2021
Business Acquisition [Line Items]    
Cash $ 50,000  
Additional payment for net working capital adjustment 22,398  
Fair value of LED Purchase Price Note 125,000  
Fair value of Earnout Note 28,100  
Total consideration $ 225,498  
Assets acquired   $ 15,300
Liabilities assumed   $ 7,100
v3.22.2.2
Business Acquisition - Summary of Assets Acquired and Liabilities Assumed at the Acquisition Date (Details) - USD ($)
$ in Thousands
Aug. 26, 2022
Aug. 27, 2021
Mar. 01, 2021
Business Acquisition [Line Items]      
Intangible assets $ 1,400 $ 65,700  
CreeLED Inc.      
Business Acquisition [Line Items]      
Cash and cash equivalents     $ 36,721
Accounts receivable     45,608
Inventories     60,423
Other current assets     5,204
Property and equipment     70,116
Operating lease right-of-use assets     7,494
Intangible assets     64,500
Other noncurrent assets     26
Accounts payable and accrued expenses     (23,673)
Other current liabilities     (27,509)
Noncurrent operating lease liabilities     (4,019)
Other noncurrent liabilities     (1,916)
Total net assets acquired     232,975
Noncontrolling interest in subsidiary     (7,477)
Consideration     $ 225,498
v3.22.2.2
Business Acquisition - Summary of Intangible Assets (Details) - USD ($)
$ in Thousands
 12 Months Ended
Mar. 01, 2021
Aug. 26, 2022
Aug. 27, 2021
Business Acquisition [Line Items]      
Intangible assets   $ 1,400 $ 65,700
Intangible assets estimated useful lives   17 years 9 months 18 days 6 years 8 months 12 days
Technology | Minimum      
Business Acquisition [Line Items]      
Intangible assets estimated useful lives   4 years  
Technology | Maximum      
Business Acquisition [Line Items]      
Intangible assets estimated useful lives   8 years  
Customer relationships | Minimum      
Business Acquisition [Line Items]      
Intangible assets estimated useful lives   4 years  
Customer relationships | Maximum      
Business Acquisition [Line Items]      
Intangible assets estimated useful lives   8 years  
CreeLED Inc.      
Business Acquisition [Line Items]      
Intangible assets $ 64,500    
CreeLED Inc. | Technology      
Business Acquisition [Line Items]      
Intangible assets $ 49,800    
CreeLED Inc. | Technology | Minimum      
Business Acquisition [Line Items]      
Intangible assets estimated useful lives 7 years    
CreeLED Inc. | Technology | Maximum      
Business Acquisition [Line Items]      
Intangible assets estimated useful lives 8 years    
CreeLED Inc. | Trademarks/trade names      
Business Acquisition [Line Items]      
Intangible assets $ 6,100    
Intangible assets estimated useful lives 5 years    
CreeLED Inc. | Customer relationships      
Business Acquisition [Line Items]      
Intangible assets $ 5,200    
CreeLED Inc. | Customer relationships | Minimum      
Business Acquisition [Line Items]      
Intangible assets estimated useful lives 7 years    
CreeLED Inc. | Customer relationships | Maximum      
Business Acquisition [Line Items]      
Intangible assets estimated useful lives 8 years    
CreeLED Inc. | Order backlog      
Business Acquisition [Line Items]      
Intangible assets $ 3,400    
CreeLED Inc. | Order backlog | Maximum      
Business Acquisition [Line Items]      
Intangible assets estimated useful lives 1 year    
v3.22.2.2
Business Acquisition - Summary of Unaudited Pro Forma Information (Details) - CreeLED Inc. - USD ($)
$ / shares in Units, $ in Thousands
 6 Months Ended 12 Months Ended
Aug. 27, 2021
Aug. 27, 2021
Aug. 28, 2020
Business Acquisition [Line Items]      
Net sales $ 224,600 $ 1,705,366 $ 1,555,689
Net loss attributable to SGH $ 16,300 $ (142,319) $ (95,926)
Earnings (loss) per share:      
Basic (in usd per share)   $ (2.93) $ (2.00)
Diluted (in usd per share)   $ (2.93) $ (2.00)
v3.22.2.2
Inventories - Schedule of Inventories (Details) - USD ($)
$ in Thousands
Aug. 26, 2022
Aug. 27, 2021
Inventory Disclosure [Abstract]    
Raw materials $ 150,913 $ 163,610
Work in process 38,624 92,901
Finished goods 133,547 107,090
Total inventories $ 323,084 $ 363,601
v3.22.2.2
Inventories - Additional Information (Details)
Aug. 26, 2022
Aug. 27, 2021
Inventory Disclosure [Abstract]    
Percentage of inventories 6.00% 11.00%
v3.22.2.2
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)
$ in Thousands
Aug. 26, 2022
Aug. 27, 2021
Property Plant And Equipment [Line Items]    
Property and equipment, gross $ 318,693 $ 284,235
Accumulated depreciation (164,758) (127,969)
Net property and equipment 153,935 156,266
Equipment    
Property Plant And Equipment [Line Items]    
Property and equipment, gross 204,805 182,493
Buildings and building improvements    
Property Plant And Equipment [Line Items]    
Property and equipment, gross 59,047 53,502
Furniture, fixtures and software    
Property Plant And Equipment [Line Items]    
Property and equipment, gross 38,715 32,114
Land    
Property Plant And Equipment [Line Items]    
Property and equipment, gross $ 16,126 $ 16,126
v3.22.2.2
Property and Equipment - Additional Information (Details) - USD ($)
$ in Millions
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Property, Plant and Equipment [Abstract]      
Depreciation expense $ 41.1 $ 28.9 $ 22.8
v3.22.2.2
Intangible Assets and Goodwill - Schedule of Intangible Assets and Goodwill by Segment (Details) - USD ($)
$ in Thousands
Aug. 26, 2022
Aug. 27, 2021
Finite Lived Intangible Assets [Line Items]    
Intangible assets, Gross Amount $ 138,294 $ 141,807
Intangible assets, Accumulated Amortization (60,482) (40,734)
Goodwill by segment, Gross Amount 74,009 74,255
Intelligent Platform Solutions    
Finite Lived Intangible Assets [Line Items]    
Goodwill by segment, Gross Amount 40,401 40,401
Memory Solutions    
Finite Lived Intangible Assets [Line Items]    
Goodwill by segment, Gross Amount 33,608 33,854
Technology    
Finite Lived Intangible Assets [Line Items]    
Intangible assets, Gross Amount 61,594 61,307
Intangible assets, Accumulated Amortization (18,473) (9,142)
Customer relationships    
Finite Lived Intangible Assets [Line Items]    
Intangible assets, Gross Amount 57,500 57,500
Intangible assets, Accumulated Amortization (32,238) (22,393)
Trademarks/trade names    
Finite Lived Intangible Assets [Line Items]    
Intangible assets, Gross Amount 19,200 19,200
Intangible assets, Accumulated Amortization (9,771) (6,628)
Order backlog    
Finite Lived Intangible Assets [Line Items]    
Intangible assets, Gross Amount 0 3,800
Intangible assets, Accumulated Amortization $ 0 $ (2,571)
v3.22.2.2
Intangible Assets and Goodwill - Additional Information (Details) - USD ($)
$ in Millions
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Finite Lived Intangible Assets [Line Items]      
Intangible assets $ 1.4 $ 65.7  
Intangible assets estimated useful lives 17 years 9 months 18 days 6 years 8 months 12 days  
Amortization of intangible assets $ 23.8 $ 20.3 $ 13.7
Finite-lived intangible assets, expected amortization for 2023 21.8    
Finite-lived intangible assets, expected amortization for 2024 17.8    
Finite-lived intangible assets, expected amortization for 2025 15.3    
Finite-lived intangible assets, expected amortization for 2026 8.5    
Finite-lived intangible assets, expected amortization for 2027 7.7    
Finite-lived intangible assets, expected amortization, thereafter 6.6    
Memory Solutions      
Finite Lived Intangible Assets [Line Items]      
Goodwill, increase (decrease) $ (0.2) $ 0.3  
v3.22.2.2
Accounts Payable and Accrued Expenses - Schedule of Accounts Payable and Accrued Expenses (Details) - USD ($)
$ in Thousands
Aug. 26, 2022
Aug. 27, 2021
Payables and Accruals [Abstract]    
Accounts payable $ 345,063 $ 429,640
Salaries, wages and benefits 45,189 37,795
Income and other taxes 17,961 14,319
Other 5,141 2,353
Total 413,354 484,107
Accounts payable for property and equipment $ 3,500 $ 3,100
v3.22.2.2
Debt - Summary of Long-Term Debt (Details) - USD ($)
$ in Thousands
Aug. 26, 2022
May 27, 2022
Aug. 27, 2021
Debt Instrument [Line Items]      
Debt $ 603,414   $ 365,838
Less current debt (12,025)   (25,354)
Long-term debt 591,389   340,484
2027 TLA      
Debt Instrument [Line Items]      
Debt 269,304   0
Convertible Senior Notes      
Debt Instrument [Line Items]      
Debt 213,023   203,992
Long-term debt 591,389    
LED Earnout Note      
Debt Instrument [Line Items]      
Debt 101,824 $ 101,800 0
LED Purchase Price Note      
Debt Instrument [Line Items]      
Debt 0   125,000
ABL Credit Agreement      
Debt Instrument [Line Items]      
Debt 0   25,000
Other      
Debt Instrument [Line Items]      
Debt $ 19,263   $ 11,846
v3.22.2.2
Debt - Credit Facility (Details)
Feb. 07, 2022
USD ($)
Aug. 26, 2022
USD ($)
Debt Instrument [Line Items]    
Unamortized debt discounts and issuance costs   $ 40,955,000
Extinguishment of debt $ 160,400,000  
Other Income (Expense), Net    
Debt Instrument [Line Items]    
Write off of unamortized debt issuance cost 700,000  
The Credit Facility Agreement    
Debt Instrument [Line Items]    
Debt issuance costs $ 9,100,000  
Debt covenant, first lien leverage ratio 3.00  
Debt covenant, total leverage ratio, scenario one 450.00%  
Debt covenant, total leverage ratio, scenario two 50.00%  
Debt covenant, interest coverage ratio 300.00%  
Debt covenant, reduction of debt amount used for the purposes of calculating debt covenant ratios $ 100,000,000  
The Credit Facility Agreement | Maximum    
Debt Instrument [Line Items]    
Debt covenant, total leverage ratio 500.00%  
2027 TLA | The Credit Facility Agreement    
Debt Instrument [Line Items]    
Debt instrument, face amount $ 275,000,000  
Line of credit facility, annual principal payment, percentage, year one 2.50%  
Line of credit facility, annual principal payment, percentage, year two 5.00%  
Line of credit facility, annual principal payment, percentage, year three 5.00%  
Line of credit facility, annual principal payment, percentage, year four 5.00%  
Line of credit facility, annual principal payment, percentage, year five 7.50%  
Interest rate at period end   3.55%
Debt instrument outstanding amount   $ 273,300,000
Unamortized debt discounts and issuance costs   $ 4,000,000
Debt instrument, effective interest rate   3.99%
2027 TLA | The Credit Facility Agreement | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate    
Debt Instrument [Line Items]    
Debt instrument variable rate 2.00%  
2027 TLA | The Credit Facility Agreement | Minimum | Base Rate    
Debt Instrument [Line Items]    
Debt instrument variable rate 1.00%  
Revolving Credit Facility | The Credit Facility Agreement    
Debt Instrument [Line Items]    
Debt instrument, face amount $ 250,000,000  
Line of credit facility, maximum borrowing capacity $ 35,000,000  
Debt instrument outstanding amount   $ 0
Unamortized debt discounts and issuance costs   $ 4,100,000
Revolving Credit Facility | The Credit Facility Agreement | Minimum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate    
Debt Instrument [Line Items]    
Debt instrument variable rate 1.25%  
Revolving Credit Facility | The Credit Facility Agreement | Minimum | Base Rate    
Debt Instrument [Line Items]    
Debt instrument variable rate 0.25%  
Line of credit facility unused capacity commitment fee percentage 0.25%  
Revolving Credit Facility | The Credit Facility Agreement | Maximum | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate    
Debt Instrument [Line Items]    
Debt instrument variable rate 3.00%  
Revolving Credit Facility | The Credit Facility Agreement | Maximum | Base Rate    
Debt Instrument [Line Items]    
Debt instrument variable rate 2.00%  
Line of credit facility unused capacity commitment fee percentage 0.35%  
v3.22.2.2
Debt - Convertible Senior Notes (Details)
 1 Months Ended 12 Months Ended
Feb. 28, 2020
USD ($)
tradingDay
businessDay
$ / shares
Aug. 26, 2022
USD ($)
Aug. 27, 2022
USD ($)
Aug. 27, 2021
USD ($)
Feb. 29, 2020
Debt Instrument [Line Items]          
Additional paid-in-capital   $ (448,112,000)      
Cumulative effect, period of adoption, adjustment | Forecast | Accounting Standards Update 2020-06          
Debt Instrument [Line Items]          
Additional paid-in-capital     $ 50,800,000    
2.25% Convertible Senior Notes Due 2026          
Debt Instrument [Line Items]          
Debt instrument, face amount $ 250,000,000        
Note interest rate 2.25% 2.25%     2.25%
Debt instrument, convertible, initial conversion rate in ordinary shares 49.2504        
Debt instrument, convertible, principal amount considered for conversion rate $ 1,000 $ 1,000      
Debt instrument, convertible, initial conversion price per ordinary share | $ / shares $ 20.30        
Debt instrument, convertible, threshold consecutive trading days | tradingDay 30        
Debt instrument, convertible, threshold consecutive business days | businessDay 5        
Debt instrument, convertible, measurement period for conversion option 10 days        
Debt instrument, convertible, carrying amount of liability component $ 197,500,000        
Debt instrument, convertible, discount rate used to calculate carrying amount of liability component 6.53%        
Debt instrument, convertible, carrying amount of equity component gross $ 52,500,000        
Debt issuance costs and purchaser discount 8,000,000        
Debt issuance costs for liability component 6,300,000        
Debt issuance costs for equity component $ 1,700,000        
Debt instrument, effective interest rate   7.06%   7.06%  
2.25% Convertible Senior Notes Due 2026 | Additional Paid-in-capital          
Debt Instrument [Line Items]          
Debt instrument, carrying amount of equity component   $ 50,800,000   $ 50,800,000  
2.25% Convertible Senior Notes Due 2026 | Redeem from February 21, 2023 before Maturity Date          
Debt Instrument [Line Items]          
Debt instrument, convertible, threshold trading days | tradingDay 20        
2.25% Convertible Senior Notes Due 2026 | Minimum          
Debt Instrument [Line Items]          
Debt instrument, convertible, threshold percentage of stock price trigger 130.00%        
Debt instrument, convertible, threshold trading days | tradingDay 20        
2.25% Convertible Senior Notes Due 2026 | Minimum | Redeem from February 21, 2023 before Maturity Date          
Debt Instrument [Line Items]          
Debt instrument, convertible, threshold percentage of stock price trigger 130.00%        
2.25% Convertible Senior Notes Due 2026 | Maximum          
Debt Instrument [Line Items]          
Debt instrument, convertible, product percentage of last reported sale price per ordinary share and conversion rate 98.00%        
v3.22.2.2
Debt - Interest Expense Disclosure (Details) - USD ($)
$ in Thousands
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Debt Instrument [Line Items]      
Amortization of debt discount and issuance costs $ 10,263 $ 8,798 $ 5,866
2.25% Convertible Senior Notes Due 2026      
Debt Instrument [Line Items]      
Contractual stated interest 5,609 5,609 3,078
Amortization of debt discount and issuance costs 9,031 8,419 4,385
Total interest cost recognized $ 14,640 $ 14,028 $ 7,463
v3.22.2.2
Debt - LED Earnout Note (Details) - USD ($)
$ in Thousands
Aug. 26, 2022
May 27, 2022
Aug. 27, 2021
Mar. 31, 2021
Mar. 01, 2021
Debt Instrument [Line Items]          
Long-term debt $ 603,414   $ 365,838    
LED Earnout Note          
Debt Instrument [Line Items]          
Long-term debt $ 101,824 $ 101,800 $ 0    
CreeLED Inc.          
Debt Instrument [Line Items]          
Business combination maximum earn out payment based on specific revenue achievement       $ 125,000 $ 125,000
Business combination, minimum earn out payable in unsecured promissory note       $ 2,500 $ 2,500
CreeLED Inc. | 3-Month LIBOR          
Debt Instrument [Line Items]          
Note interest rate       3.00%  
v3.22.2.2
Debt - LED Purchase Price Note (Details) - CreeLED Inc. - USD ($)
$ in Millions
 1 Months Ended
Mar. 01, 2021
Mar. 31, 2021
Debt Instrument [Line Items]    
Business combination, consideration transferred, equity interests issued and issuable $ 125.0 $ 125.0
3-Month LIBOR    
Debt Instrument [Line Items]    
Note interest rate   3.00%
v3.22.2.2
Debt - Other (Details)
$ in Thousands, R$ in Millions
 12 Months Ended
Jul. 19, 2022
USD ($)
Jul. 19, 2022
BRL (R$)
Dec. 30, 2020
USD ($)
Dec. 30, 2020
BRL (R$)
Aug. 26, 2022
USD ($)
Aug. 27, 2021
USD ($)
Aug. 28, 2020
USD ($)
Aug. 26, 2022
BRL (R$)
Debt Instrument [Line Items]                
Proceeds from borrowing under line of credit         $ 84,000 $ 172,500 $ 103,000  
FINEP Credit Agreement                
Debt Instrument [Line Items]                
Debt instrument, face amount         $ 19,700     R$ 102.2
Line of credit facility, interest rate         2.80%      
Line of credit facility unused capacity commitment fee percentage         0.10%      
Line Of Credit Facility Administration Fee Percentage         1.09%      
Line of credit facility guarantee fee percentage         1.50%      
Proceeds from borrowing under line of credit $ 7,900 R$ 40.9 $ 11,800 R$ 61.3        
Other                
Debt Instrument [Line Items]                
Debt instrument outstanding amount         $ 19,300      
v3.22.2.2
Debt - Summary of Maturities of Debt (Details)
$ in Thousands
Aug. 26, 2022
USD ($)
Debt Disclosure [Abstract]  
2023 $ 12,150
2024 20,744
2025 119,130
2026 265,588
2027 225,275
2028 and thereafter 1,482
Less unamortized discount and issuance costs (40,955)
Debt $ 603,414
v3.22.2.2
Leases - Summary of Components of Operating Lease Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Leases [Abstract]      
Fixed lease cost $ 13,511 $ 9,377 $ 6,743
Variable lease cost 1,534 1,445 842
Short-term lease cost 466 288 295
Total lease cost $ 15,511 $ 11,110 $ 7,880
v3.22.2.2
Leases - Additional Information (Details) - USD ($)
$ in Millions
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Lessee Lease Description [Line Items]      
Operating lease payments $ 10.0 $ 7.5 $ 5.1
Right-of-use assets obtained in exchange for operating lease liabilities $ 47.6 $ 24.5 $ 8.8
Weighted-average remaining lease term for operating leases 10 years 10 months 24 days 6 years 1 month 6 days  
Weighted-average discount rate for operating leases 6.10% 6.70%  
Minimum      
Lessee Lease Description [Line Items]      
Operating lease term 2 years    
Maximum      
Lessee Lease Description [Line Items]      
Operating lease term 5 years    
v3.22.2.2
Leases - Schedule of Minimum Payments of Lease Liabilities (Details)
$ in Thousands
Aug. 26, 2022
USD ($)
Leases [Abstract]  
2023 $ 11,365
2024 11,772
2025 9,738
2026 8,620
2027 8,572
2028 and thereafter 65,868
Total 115,935
Less imputed interest (35,567)
Present value of total lease liabilities $ 80,368
v3.22.2.2
Commitments and Contingencies - Additional Information (Details)
$ in Millions
 12 Months Ended
Aug. 26, 2022
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
Purchase obligation $ 102.9
Purchase obligation due period 1 year
v3.22.2.2
Equity - Additional Information (Details)
$ / shares in Units, $ in Thousands
 1 Months Ended 3 Months Ended 5 Months Ended 12 Months Ended
Jan. 03, 2022
$ / shares
shares
Mar. 30, 2020
USD ($)
Jan. 31, 2021
USD ($)
shares
Feb. 25, 2022
USD ($)
Aug. 26, 2022
USD ($)
$ / shares
shares
Aug. 26, 2022
USD ($)
director
$ / shares
shares
Aug. 27, 2021
USD ($)
$ / shares
shares
Aug. 28, 2020
USD ($)
shares
Apr. 04, 2022
USD ($)
Class Of Stock [Line Items]                  
Share dividend declared for each ordinary share owned (in shares) | shares 1                
Ordinary shares, par value (in usd per share) | $ / shares $ 0.03       $ 0.03 $ 0.03 $ 0.03    
Stock repurchase program, authorized amount                 $ 75,000
Repurchase of ordinary shares (in shares) | shares         2,600,000        
Shares acquired, value         $ 50,000 $ 57,231 $ 48,513 $ 749  
Distribution to noncontrolling interest           3,773      
Net income attributable to noncontrolling interest           2,035 1,196 0  
Cree Joint Venture                  
Class Of Stock [Line Items]                  
Distribution to noncontrolling interest       $ 7,700          
Parent                  
Class Of Stock [Line Items]                  
Shares acquired, value           57,231 $ 48,513 749  
Non- controlling Interest in Subsidiary                  
Class Of Stock [Line Items]                  
Distribution to noncontrolling interest           $ 3,773      
Cree Joint Venture                  
Class Of Stock [Line Items]                  
Ownership percentage by noncontrolling owners         49.00% 49.00%      
LED Business                  
Class Of Stock [Line Items]                  
Number of board of directors | director           5      
LED Business | Smart Global Holdings, Inc.                  
Class Of Stock [Line Items]                  
Number of board of directors | director           3      
LED Business | San'an                  
Class Of Stock [Line Items]                  
Number of board of directors | director           2      
LED Business | Cree Joint Venture | Parent                  
Class Of Stock [Line Items]                  
Ownership interest percentage         51.00% 51.00%      
Distribution to noncontrolling interest       3,900          
LED Business | San’an | Non- controlling Interest in Subsidiary                  
Class Of Stock [Line Items]                  
Ownership interest percentage         49.00% 49.00%      
Distribution to noncontrolling interest       $ 3,800          
Capped Calls                  
Class Of Stock [Line Items]                  
Initial strike price of capped call transaction (in usd per share) | $ / shares         $ 20.30 $ 20.30      
Cap price of capped call transaction (in usd per share) | $ / shares         $ 27.07 $ 27.07      
Capped calls cover, subject to anti-dilution adjustments           $ 12,300      
Fair value of capped calls   $ 14,100              
Loss due to revaluation of capped calls at fair value               $ 7,700  
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]               Other Nonoperating Income (Expense)  
Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., Silver Lake Sumeru Fund Cayman, L.P. and Silver Lake Technology Investors Sumeru Cayman, L.P.                  
Class Of Stock [Line Items]                  
Number of shares repurchase | shares     1,100,000            
Aggregate consideration     $ 44,300            
Silver Lake Partners III Cayman (AIV III), L.P., Silver Lake Technology Investors III Cayman, L.P., Silver Lake Sumeru Fund Cayman, L.P. and Silver Lake Technology Investors Sumeru Cayman, L.P. | Silver Lake Partners, Repurchase 1                  
Class Of Stock [Line Items]                  
Repurchase of ordinary shares (in shares) | shares           241,000 153,000 28,000  
Shares acquired, value           $ 7,200 $ 4,200 $ 700  
v3.22.2.2
Government Incentives - Additional Information (Details)
$ in Millions
 12 Months Ended
Aug. 26, 2022
USD ($)
program
Aug. 27, 2021
USD ($)
Aug. 28, 2020
USD ($)
Other Current Assets      
Government Incentives [Line Items]      
Unused financial credits $ 18.7 $ 19.8  
Research and development      
Government Incentives [Line Items]      
Financial credits $ 17.3 $ 30.0 $ 6.4
Minimum      
Government Incentives [Line Items]      
Percentage of gross sales revenues 11.00%    
Maximum      
Government Incentives [Line Items]      
Percentage of gross sales revenues 14.00%    
Brazilian Operating Subsidiaries      
Government Incentives [Line Items]      
Number of incentive programs | program 2    
v3.22.2.2
Fair Value Measurements - Additional Information (Details) - USD ($)
$ in Millions
Aug. 26, 2022
Aug. 27, 2021
Level 1    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Money market funds $ 13.8 $ 2.7
v3.22.2.2
Fair Value Measurements - Schedule of Fair Value Measurements of Other Assets and Liabilities (Details) - USD ($)
$ in Thousands
Aug. 26, 2022
Aug. 27, 2021
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Derivative Asset, Statement of Financial Position [Extensible Enumeration] Other noncurrent assets Other noncurrent assets
Derivative Liability, Statement of Financial Position [Extensible Enumeration] Other noncurrent liabilities Other noncurrent liabilities
Acquisition-related contingent consideration $ 0 $ 60,500
Fair Value | Level 2    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Derivative financial instrument assets 0 883
Derivative financial instrument liabilities 605 50
Fair Value | Level 2 | 2027 TLA    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Debt instruments fair value 273,281 0
Fair Value | Level 2 | Convertible Senior Notes    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Debt instruments fair value 290,223 335,668
Fair Value | Level 2 | LED Earnout Note    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Debt instruments fair value 96,412 0
Fair Value | Level 2 | LED Purchase Price Note    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Debt instruments fair value 0 125,000
Fair Value | Level 2 | ABL Credit Agreement    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Debt instruments fair value 0 25,000
Fair Value | Level 2 | Other    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Debt instruments fair value 17,855 10,702
Fair Value | Level 3    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Acquisition-related contingent consideration 0 60,500
Carrying Value | Level 2    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Derivative financial instrument assets 0 883
Derivative financial instrument liabilities 605 50
Carrying Value | Level 2 | 2027 TLA    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Debt instruments fair value 269,304 0
Carrying Value | Level 2 | Convertible Senior Notes    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Debt instruments fair value 213,023 203,992
Carrying Value | Level 2 | LED Earnout Note    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Debt instruments fair value 101,824 0
Carrying Value | Level 2 | LED Purchase Price Note    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Debt instruments fair value 0 125,000
Carrying Value | Level 2 | ABL Credit Agreement    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Debt instruments fair value 0 25,000
Carrying Value | Level 2 | Other    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Debt instruments fair value 19,263 11,846
Carrying Value | Level 3    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Acquisition-related contingent consideration $ 0 $ 60,500
v3.22.2.2
Derivative Instruments - Additional Information (Details) - Forward Contracts - Non-designated - USD ($)
$ in Millions
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Derivative Instruments Gain Loss [Line Items]      
Recognized realized gains (losses) $ 2.4 $ 3.4 $ (11.3)
Net unrealized gains (losses) on change in fair value $ 0.8 $ (1.9) $ (0.1)
v3.22.2.2
Equity Plans - Additional Information (Details)
$ in Thousands
 1 Months Ended 3 Months Ended 12 Months Ended
Nov. 30, 2019
shares
Aug. 31, 2020
Mar. 31, 2018
tradingDay
shares
Nov. 26, 2021
USD ($)
Nov. 27, 2020
USD ($)
Aug. 28, 2020
USD ($)
Aug. 26, 2022
USD ($)
shares
Aug. 27, 2021
USD ($)
shares
Aug. 28, 2020
USD ($)
shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Unrecognized compensation costs related to awards             $ 2,800    
Unrecognized compensation costs recognition period             1 year 8 months 23 days    
Share options outstanding (in shares) | shares             3,274,000 3,778,000  
Options exercisable, Weighted average remaining contractual term (years)             4 years 9 months 7 days    
Options outstanding, Weighted average remaining contractual term (years)             5 years 2 months 19 days 6 years 3 months 29 days  
Total intrinsic value of employee stock options exercised             $ 6,300 $ 8,600 $ 3,000
Weighted-average risk-free interest rate               0.49% 1.32%
Expected dividend yield               0.00% 0.00%
Share-based compensation expense             40,119 $ 33,877 $ 18,716
Average expected term in years               6 years 3 months 6 years 3 months
Income tax benefits for share-based awards             $ 1,300    
Minimum                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Percentage of number of shares that will vest             25.00%    
Options outstanding, Weighted average remaining contractual term (years)             7 years    
Maximum                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Percentage of number of shares that will vest             33.00%    
Options outstanding, Weighted average remaining contractual term (years)             10 years    
Performance-based Restricted Share Award (RSA)                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Additional share-based compensation expense       $ 5,800          
Restricted Awards                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Unrecognized compensation costs related to awards             $ 88,600    
Unrecognized compensation costs recognition period             2 years 6 months 18 days    
Restricted Awards | Minimum                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Restricted awards, service period             3 years    
Restricted Awards | Maximum                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Restricted awards, service period             4 years    
Performance Based Stock Options                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Number of performance-based stock options granted (in shares) | shares     2            
Share based compensation threshold trading days | tradingDay     30            
Weighted-average risk-free interest rate   0.34% 2.75%            
Expected dividend yield     0.00%            
Number of performance-based stock options cancelled (in shares) | shares 1                
Share-based compensation expense         $ 2,000        
Expected volatility   56.07% 46.29%            
Reversal of share based compensation expense           $ 2,300      
Performance Based Stock Options | Minimum                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Average expected term in years     1 year 1 month 6 days            
Performance Based Stock Options | Maximum                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Average expected term in years     4 years            
Market Based Restricted Share Award | Minimum                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Percentage of number of shares that will vest             0.00%    
Market Based Restricted Share Award | Maximum                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Percentage of number of shares that will vest             200.00%    
Employee Stock Purchase Plan                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Ordinary shares, available for issuance (in shares) | shares             1,900,000    
Percentage of maximum number of ordinary shares through payroll deductions.             15.00%    
Fair market value percentage of ordinary share             85.00%    
Share issued under purchase plan (in shares) | shares             307,000 353,000 314,000
Share issued under purchase plan             $ 6,500 $ 3,600 $ 3,000
2017 Plan                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Ordinary shares, available for issuance (in shares) | shares             4,000,000    
Inducement Plan                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Ordinary shares, available for issuance (in shares) | shares             2,000,000    
2017 Share Incentive Plan (SGH Plan) | Options                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Vesting period             4 years    
Expiration term             10 years    
2017 Share Incentive Plan (SGH Plan) | RSUs                  
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                  
Vesting period             4 years    
v3.22.2.2
Equity Plans - Schedule of Outstanding Restricted Share Awards and Restricted Share Units Awards (Details) - Restricted Awards - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Shares      
Awards outstanding beginning balance (in shares) 5,637    
Awards granted (in shares) 1,642 4,651 1,680
Awards vested (in shares) (2,057)    
Awards forfeited and cancelled (in shares) (344)    
Awards outstanding ending balance (in shares) 4,878 5,637  
Weighted Average Grant Date Fair Value Per Share      
Awards outstanding, Weighted average grant date fair value per share, beginning balance (in usd per share) $ 18.08    
Awards granted, Weighted average grant-date fair value per share (in usd per share) 25.73 $ 19.59 $ 12.21
Awards vested, Weighted average grant date fair value per share (in usd per share) 18.10    
Awards forfeited and cancelled, Weighted average grant date fair value per share (in usd per share) 20.54    
Awards outstanding, Weighted average grant date fair value per share, ending balance (in usd per share) $ 20.47 $ 18.08  
Aggregate Intrinsic Value      
Awards outstanding, Aggregate intrinsic value $ 94,052 $ 134,425  
v3.22.2.2
Equity Plans - Summary of Aggregate Restricted Award Activity and Assumptions (Details) - Restricted Award Activity - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Awards granted (in shares) 1,642 4,651 1,680
Weighted average grant-date fair value per share (in usd per share) $ 25.73 $ 19.59 $ 12.21
Aggregate vesting-date fair value of shares vested $ 49,821 $ 21,381 $ 12,464
v3.22.2.2
Equity Plans - Summary of Share Options (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Shares      
Options outstanding, beginning balance (in shares) 3,778    
Options granted (in shares) 0 500 1,926
Options exercised (in shares) (443)    
Options forfeited and cancelled (in shares) (61)    
Options outstanding, ending balance (in shares) 3,274 3,778  
Options exercisable (in shares) 2,776    
Weighted Average Exercise Price Per Share      
Options outstanding, Weighted average per share exercise price, beginning balance (in usd per share) $ 14.95    
Options granted, Weighted average per share exercise price (in usd per share) 0    
Options exercised, Weighted average per share exercise price (in usd per share) 12.75    
Options forfeited and cancelled, Weighted average per share exercise price (in usd per share) 11.04    
Options outstanding, Weighted average per share exercise price, ending balance (in usd per share) 15.32 $ 14.95  
Options exercisable, Weighted average per share exercise price (in usd per share) $ 15.97    
Aggregate Intrinsic Value      
Options outstanding, Weighted average remaining contractual term (years) 5 years 2 months 19 days 6 years 3 months 29 days  
Options exercisable, Weighted average remaining contractual term (years) 4 years 9 months 7 days    
Options outstanding, Aggregate intrinsic value $ 14,429 $ 33,602  
Options exercisable, Aggregate intrinsic value $ 10,673    
v3.22.2.2
Equity Plans - Assumptions Used to Value Stock Options (Details) - $ / shares
shares in Thousands
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Share-Based Payment Arrangement [Abstract]      
Share options granted (in shares) 0 500 1,926
Weighted average grant-date fair value per share (in usd per share)   $ 6.65 $ 5.73
Average expected term in years   6 years 3 months 6 years 3 months
Weighted-average expected volatility   52.07% 49.18%
Weighted-average risk-free interest rate   0.49% 1.32%
Expected dividend yield   0.00% 0.00%
v3.22.2.2
Equity Plans - Summary of Share-based Compensation Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Share-based compensation expense $ 40,119 $ 33,877 $ 18,716
Cost of sales      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Share-based compensation expense 6,740 4,593 3,022
Research and development      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Share-based compensation expense 6,377 4,429 3,069
Selling, general and administrative      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Share-based compensation expense $ 27,002 $ 24,855 $ 12,625
v3.22.2.2
Employee Savings and Retirement Plan - Additional Information (Details) - USD ($)
$ in Millions
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Retirement Benefits [Abstract]      
Contribution expense under 401(k) plan $ 4.4 $ 3.4 $ 2.3
v3.22.2.2
Revenue and Customer Contract Balances - Summary of Net Sales by Products and Services and Gross Amounts Billed for Services (Details) - USD ($)
$ in Thousands
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Disaggregation Of Revenue [Line Items]      
Total net sales [1] $ 1,819,352 $ 1,501,142 $ 1,122,377
Cost of materials 1,601,289 751,985 604,698
Gross billings in connection with services 1,664,758 787,362 636,902
Products and professional services      
Disaggregation Of Revenue [Line Items]      
Total net sales 1,755,883 1,465,765 1,090,173
Logistics services      
Disaggregation Of Revenue [Line Items]      
Total net sales $ 63,469 $ 35,377 $ 32,204
[1] Sales to related parties were de minimis, $76,488 and $75,837 in 2022, 2021 and 2020, respectively.
v3.22.2.2
Revenue and Customer Contract Balances - Summary of Customer Contract Balances (Details) - USD ($)
$ in Thousands
Aug. 26, 2022
Aug. 27, 2021
Revenue from Contract with Customer [Abstract]    
Contract assets $ 1,322 $ 4,247
Contract liabilities:    
Deferred revenue 39,676 19,271
Customer advances 24,125 15,835
Contract liabilities 63,801 35,106
Termination fees $ 23,300 $ 400
v3.22.2.2
Revenue and Customer Contract Balances - Additional information (Details) - USD ($)
$ in Millions
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Disaggregation Of Revenue [Line Items]    
Expected revenue recognized on remaining performance obligations $ 39.7  
Revenue recognized 14.1  
Estimates of consideration payable to customers, including estimates for pricing adjustments and returns 15.4 $ 24.9
Customer Advances    
Disaggregation Of Revenue [Line Items]    
Revenue recognized 5.2  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-08-27    
Disaggregation Of Revenue [Line Items]    
Expected revenue recognized on remaining performance obligations $ 30.8  
Revenue, remaining performance obligation, expected timing of satisfaction, period 12 months  
v3.22.2.2
Other Non-operating (Income) Expense - Schedule of Other Non-operating (Income) Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Nonoperating Income (Expense) [Abstract]      
Foreign currency losses $ 4,728 $ 719 $ 3,408
Loss on extinguishment of debt 653 0 6,822
Loss on remeasurement of Capped Calls 0 0 7,719
Other (544) (1,094) (979)
Other non-operating (income) expense $ 4,837 $ (375) $ 16,970
v3.22.2.2
Other Non-operating (Income) Expense - Additional Information (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
May 29, 2020
Feb. 28, 2020
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Debt Instrument [Line Items]          
Repayment of outstanding debt     $ 127,073 $ 0 $ 213,436
Unamortized debt discounts and issuance costs     40,955    
Loss on extinguishment of debt     $ 653 $ 0 $ 6,822
Term Loans          
Debt Instrument [Line Items]          
Repayment of outstanding debt   $ 208,700      
Unamortized debt discounts and issuance costs   4,600      
Loss on extinguishment of debt $ 200 $ 6,600      
v3.22.2.2
Income Taxes - Schedule of Income (Loss) before Income Taxes and Components of Income Tax Provision (Benefit) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Income Tax Disclosure [Abstract]      
U.S. $ 12,405 $ (28,326) $ (13,120)
Foreign 76,098 66,298 22,480
Income before taxes 88,503 37,972 9,360
Current:      
Federal 1,100 0 0
State 1,772 623 143
Foreign 18,588 18,022 12,164
Total current 21,460 18,645 12,307
Deferred:      
Federal 259 (13) 258
State 43 3 37
Foreign (1,851) (3,169) (2,099)
Total deferred (1,549) (3,179) (1,804)
Income tax provision $ 19,911 $ 15,466 $ 10,503
v3.22.2.2
Income Taxes - Effective Income Tax Rate Reconciliation (Details)
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Income Tax Disclosure [Abstract]      
Statutory tax rate 21.00% 21.00% 21.00%
Foreign income taxes at different rates 6.80% 19.90% 58.50%
State income tax, net of federal benefit 3.70% 5.50% 8.90%
Change in valuation allowance 3.50% 26.90% 23.50%
Non-deductible expenses (non-taxable income) (1.30%) (5.70%) 19.10%
Foreign tax incentives (11.10%) (26.90%) (14.00%)
Foreign withholding tax 2.70% 3.90% 3.70%
Tax credits (3.30%) (5.40%) (7.30%)
Other 0.50% 1.50% (1.20%)
Effective tax rate 22.50% 40.70% 112.20%
v3.22.2.2
Income Taxes - Net Tax Effects of Temporary Differences Between Bases of Assets and Liabilities (Details) - USD ($)
$ in Thousands
Aug. 26, 2022
Aug. 27, 2021
Deferred tax assets:    
Accruals and allowances $ 22,458 $ 22,629
Share-based compensation 6,073 8,581
Research and other tax credit carryforwards 9,686 8,971
Operating lease liabilities 13,405 7,721
Tax amortizable goodwill 17,561 7,086
Net operating loss carryforwards 23,723 29,834
Gross deferred tax assets 92,906 84,822
Valuation allowance (52,267) (49,154)
Deferred tax assets, net of valuation allowance 40,639 35,668
Deferred tax liabilities:    
Right-of-use assets 12,693 7,280
Property and equipment 13,859 14,078
Intangible assets 8,348 9,643
Deferred tax liabilities 34,900 31,001
Net deferred tax assets $ 5,739 $ 4,667
v3.22.2.2
Income Taxes - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
Feb. 01, 2011
Jan. 31, 2011
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Income Taxes [Line Items]          
Remaining operating loss carry forwards indefinite lived     $ 15.7    
Statutory tax rate     21.00% 21.00% 21.00%
Impact of income tax holidays, decrease in income tax expense     $ 15.6 $ 15.7 $ 13.5
Per share amount benefited from effect of the income tax incentive arrangements (in usd per share)     $ 0.29 $ 0.30 $ 0.28
Unrecognized tax benefits that would affect the effective tax rate     $ 1.9 $ 1.8  
Malaysia          
Income Taxes [Line Items]          
Statutory tax rate     24.00%    
State          
Income Taxes [Line Items]          
Net operating loss carryforwards     $ 47.7    
Tax credit carryforwards     1.1    
Foreign          
Income Taxes [Line Items]          
Net operating loss carryforwards     20.0    
Tax credit carryforwards     1.4    
Finite-lived tax credit carryforwards     16.2    
Indefinite-lived tax credit carryforwards     3.8    
U.S. Federal and Netherlands          
Income Taxes [Line Items]          
Increase (decrease) in valuation allowance     3.1    
U.S. Federal          
Income Taxes [Line Items]          
Net operating loss carryforwards     86.9    
Tax credit carryforwards     7.4    
Federal          
Income Taxes [Line Items]          
Net operating loss carryforwards     $ 71.2    
Brazilian Tax Authorities | SMART Brazil          
Income Taxes [Line Items]          
Statutory tax rate 9.00% 34.00%      
v3.22.2.2
Income Taxes - Summary of Deferred Tax Valuation Allowance (Details) - Deferred Tax Valuation Allowance - USD ($)
$ in Thousands
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Valuation Allowance [Roll Forward]      
Deferred tax valuation allowance, Beginning Balance $ 49,154 $ 38,921 $ 36,722
Deferred tax valuation allowance, Charged (Credited) to Operations 3,113 10,233 2,199
Deferred tax valuation allowance, Charged to Other Accounts 0 0 0
Deferred tax valuation allowance, Ending Balance $ 52,267 $ 49,154 $ 38,921
v3.22.2.2
Income Taxes - Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits (Details) - USD ($)
$ in Thousands
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]      
Beginning unrecognized tax benefits $ 17,454 $ 16,514 $ 15,037
Increases related to prior year tax provisions 0 0 67
Decreases related to prior year tax provisions (212) (397) 0
Increases related to current year tax provisions 1,678 1,337 1,410
Ending unrecognized tax benefits $ 18,920 $ 17,454 $ 16,514
v3.22.2.2
Earnings Per Share - Schedule of Basic and Diluted Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Earnings Per Share [Abstract]      
Net income (loss) attributable to SGH – Basic and Diluted $ 66,557 $ 21,310 $ (1,143)
Weighted-average shares outstanding – Basic (in shares) 49,467 48,558 47,988
Dilutive effect of equity plans and convertible notes (in shares) 4,976 3,026 0
Weighted-average shares outstanding – Diluted (in shares) 54,443 51,584 47,988
Earnings (loss) per share:      
Basic (in usd per share) $ 1.35 $ 0.44 $ (0.02)
Diluted (in usd per share) $ 1.22 $ 0.41 $ (0.02)
v3.22.2.2
Earnings Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares
shares in Thousands
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share 329 5,380 21,682
Equity plans      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share 329 5,380 9,369
Convertible notes      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share 0 0 12,313
v3.22.2.2
Earnings Per Share - Additional Information (Details) - $ / shares
 12 Months Ended
Aug. 26, 2022
Feb. 29, 2020
Feb. 28, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Dilutive impact of conversion price per share (in usd per share) $ 20.30    
2.25% Convertible Senior Notes Due 2026      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Note interest rate 2.25% 2.25% 2.25%
v3.22.2.2
Segment and Other Information - Additional Information (Details)
 12 Months Ended
Aug. 26, 2022
businessUnit
productLine
Segment Reporting [Abstract]  
Number of business units | businessUnit 3
Number of product lines | productLine 2
v3.22.2.2
Segment and Other Information - Schedule of Segment Reporting Information (Details) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended
Feb. 26, 2021
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Segment Reporting Information [Line Items]        
Total net sales [1]   $ 1,819,352 $ 1,501,142 $ 1,122,377
Total segment operating income   114,509 55,197 41,330
Share-based compensation expense   (40,119) (33,877) (18,716)
Amortization of acquisition-related intangibles   (23,800) (20,300) (13,700)
Change in fair value of contingent consideration   (41,324) (32,400) 0
Total unallocated   (338,711) (253,183) (175,066)
Cost of sales   1,366,132 1,192,762 905,981
Interest expense, net   21,169 17,600 15,000
Income tax provision   19,911 15,466 10,503
Depreciation expense   41,100 28,900 22,800
Revision of Prior Period, Adjustment        
Segment Reporting Information [Line Items]        
Cost of sales $ 4,300      
Interest expense, net 700      
Income tax provision $ (1,700)      
Unallocated        
Segment Reporting Information [Line Items]        
Share-based compensation expense   (40,119) (33,877) (18,716)
Amortization of acquisition-related intangibles   (23,729) (20,255) (13,654)
Flow through of inventory step up   0 (7,090) 0
Out of period import tax expense   0 (4,345) 0
Acquisition and integration expenses   (7,090) (5,314) (5,532)
Change in fair value of contingent consideration   (41,324) (32,400) 0
Other   (858) (2,316) (4,997)
Total unallocated   (113,120) (105,597) (42,899)
Operating Segments        
Segment Reporting Information [Line Items]        
Total net sales   1,819,352 1,501,142 1,122,377
Total segment operating income   227,629 160,794 84,229
Depreciation expense   41,110 28,856 22,776
Operating Segments | Memory Solutions        
Segment Reporting Information [Line Items]        
Total net sales   975,181 931,818 857,237
Total segment operating income   119,849 91,737 71,867
Depreciation expense   23,710 19,547 19,117
Operating Segments | Intelligent Platform Solutions        
Segment Reporting Information [Line Items]        
Total net sales   440,986 344,757 265,140
Total segment operating income   54,019 32,931 12,362
Depreciation expense   4,664 3,275 3,659
Operating Segments | LED Solutions        
Segment Reporting Information [Line Items]        
Total net sales   403,185 224,567 0
Total segment operating income   53,761 36,126 0
Depreciation expense   $ 12,736 $ 6,034 $ 0
[1] Sales to related parties were de minimis, $76,488 and $75,837 in 2022, 2021 and 2020, respectively.
v3.22.2.2
Concentrations - Additional Information (Details) - USD ($)
$ in Thousands
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Concentration Risk [Line Items]      
Accounts payable and accrued expenses $ 413,354 $ 484,107  
Supplier Concentration Risk      
Concentration Risk [Line Items]      
Purchase of raw materials from suppliers 1,500,000 1,100,000 $ 900,000
Accounts payable and accrued expenses $ 170,100 $ 148,400  
Net sales | Customer Concentration Risk | Largest Customer      
Concentration Risk [Line Items]      
Concentration risk, percentage 65.00% 65.00% 66.00%
Net sales | Customer Concentration Risk | Customer A | Memory Solutions      
Concentration Risk [Line Items]      
Concentration risk, percentage 11.00% 12.00% 17.00%
Net sales | Customer Concentration Risk | Customer B | IPS      
Concentration Risk [Line Items]      
Concentration risk, percentage 15.00% 10.00%  
Net sales | Customer Concentration Risk | Customer C | Memory Solutions      
Concentration Risk [Line Items]      
Concentration risk, percentage     11.00%
Accounts Receivable | Customer Concentration Risk | Customer One      
Concentration Risk [Line Items]      
Concentration risk, percentage 22.00%    
Accounts Receivable | Customer Concentration Risk | Customer Two      
Concentration Risk [Line Items]      
Concentration risk, percentage 17.00%    
v3.22.2.2
Geographic Information - Summary of Net Sales and Long-lived Assets by Geographic Area Including Property and Equipment and Right-of-use Assets (Details) - USD ($)
$ in Thousands
 12 Months Ended
Aug. 26, 2022
Aug. 27, 2021
Aug. 28, 2020
Segment Reporting Information [Line Items]      
Total net sales [1] $ 1,819,352 $ 1,501,142 $ 1,122,377
Long-lived assets including property and equipment and right-of-use assets 231,334 197,135  
United States      
Segment Reporting Information [Line Items]      
Total net sales 705,540 601,728 477,975
Long-lived assets including property and equipment and right-of-use assets 102,907 56,746  
Brazil      
Segment Reporting Information [Line Items]      
Total net sales 424,933 447,249 390,021
Long-lived assets including property and equipment and right-of-use assets 62,803 63,858  
China      
Segment Reporting Information [Line Items]      
Total net sales 309,175 213,989 90,705
Long-lived assets including property and equipment and right-of-use assets 52,201 61,405  
Europe      
Segment Reporting Information [Line Items]      
Total net sales 116,278 84,216 37,758
Other      
Segment Reporting Information [Line Items]      
Total net sales 263,426 153,960 $ 125,918
Long-lived assets including property and equipment and right-of-use assets 2,645 3,797  
Malaysia      
Segment Reporting Information [Line Items]      
Long-lived assets including property and equipment and right-of-use assets $ 10,778 $ 11,329  
[1] Sales to related parties were de minimis, $76,488 and $75,837 in 2022, 2021 and 2020, respectively.