UNITED STATES SECURITIES AND EXCHANGE COMMISSION For the quarterly period ended February 28, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38102 SMART GLOBAL HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 98-1013909 ( State or other jurisdiction of incorporation or organization) c/o Maples Corporate Services Limited P.O. Box 309 Ugland House Grand Cayman, Cayman Islands KY1-1104 (Address of ...

Financial Performance - Net sales for the three months ended November 29, 2019, were $272,018 thousand, a decrease of 30.8% compared to $393,879 thousand for the same period in 2018[15]. - Gross profit for the same period was $54,320 thousand, down 36.2% from $85,069 thousand year-over-year[15]. - Net income for the three months ended November 29, 2019, was $224 thousand, a significant decline from $30,976 thousand in the same period of 2018[15]. - Total net revenue for the three months ended November 29, 2019, was $272.0 million, compared to $393.9 million for the same period in 2018[193]. - Basic earnings per share for the three months ended November 29, 2019, was $0.01, down from $1.37 in the prior year[188]. - Operating expenses increased to $48.4 million, or 18% of net sales, compared to $37.3 million, or 9% of net sales, in the prior year[193]. - Cash provided by operating activities was $25.3 million, down from $35.4 million in the same period last year[208]. Revenue Breakdown - Service revenue, net for the same period was $7.9 million, down 45.9% from $14.6 million in the prior year[47]. - Product net sales were $264.1 million, a decline of 30.4% from $379.2 million in the previous year[47]. - Brazil product sales decreased by $105.3 million, or 52.8%, primarily due to lower average selling prices for mobile memory and DRAM products, which declined by 71% and 67%, respectively[194]. - Specialty products sales decreased by $36.4 million, or 26.0%, mainly due to a 34% drop in average selling prices for Specialty DRAM products[194]. - Revenue from Specialty Compute and Storage Solutions (SCSS) increased by $19.8 million, or 36.3%, driven by two recent acquisitions in July 2019, contributing $27.5 million of revenue for the quarter[194]. Expenses and Costs - Research and development expenses increased to $14,886 thousand, up 26.5% from $11,816 thousand in the prior year[15]. - Cost of sales decreased by $91.1 million, or 29.5%, compared to the same period in the prior year, primarily due to lower raw material costs[195]. - Selling, general and administrative (SG&A) expense increased by $8.1 million, or 31.8%, mainly due to higher costs associated with new SCSS businesses and acquisitions[198]. - Interest expense, net decreased by $1.4 million, or 23.5%, due to higher interest income and lower revolver fees[199]. Assets and Liabilities - Total assets as of November 29, 2019, were $782,733 thousand, an increase of 11.1% from $704,137 thousand as of August 30, 2019[12]. - Total liabilities increased to $510,949 thousand as of November 29, 2019, compared to $430,677 thousand as of August 30, 2019, reflecting a rise of 18.6%[12]. - The company’s long-term debt as of November 29, 2019, was $177,303 thousand, a slight decrease from $182,450 thousand as of August 30, 2019[12]. - Accounts receivable increased by $11.3 million from $217.4 million as of August 30, 2019, to $228.8 million as of November 29, 2019[48]. - Total prepaid expenses and other current assets decreased from $37,950,000 on August 30, 2019 to $32,158,000 on November 29, 2019, a reduction of approximately 15%[119]. Acquisitions - The company incurred a total purchase price of approximately $77.7 million for the acquisition of SMART Embedded Computing, Inc., which includes a base purchase price of $75 million and estimated fair value of contingent consideration of $2.7 million[88][92]. - The acquisition of SMART Embedded Computing resulted in the recognition of identifiable intangible assets valued at $41.9 million, including customer relationships valued at $31.8 million and technology valued at $10.1 million[93]. - The company paid approximately $14.6 million for the acquisition of SMART Wireless Computing, which included $3.2 million in cash and $9.1 million in ordinary shares[96]. - The total purchase consideration for the Penguin Computing acquisition was $44,606,000, which included $42,316,000 in net cash for the merger and $3,000,000 in estimated fair value of contingent consideration[108]. - The acquisition of Penguin Computing resulted in identifiable intangible assets valued at $27,550,000 and goodwill of $5,246,000, enhancing the company's capabilities in specialty compute, storage, and networking markets[111]. Cash Flow and Investments - Cash and cash equivalents at the end of the period were $111,389 thousand, up from $98,139 thousand at the end of the previous quarter, representing a 13.0% increase[24]. - Net cash used in investing activities was $5.1 million, primarily for purchases of property and equipment[210]. - The company financed acquisitions of SMART EC and SMART Wireless for approximately $77 million and $14 million, respectively, using cash from operations and issued shares[205]. Tax and Compliance - Provision for income taxes decreased by $7,300,000 from $7,619,000 in the three months ended November 30, 2018 to $325,000 in the same period of 2019, a decrease of approximately 96.7%[132]. - The company has adopted U.S. GAAP for financial reporting, ensuring compliance with SEC regulations[31]. Stock and Compensation - Share-based compensation expense for the three months ended November 29, 2019, totaled $5.956 million, an increase from $4.055 million in the same period of 2018[77]. - The total intrinsic value of employee stock options exercised in the three months ended November 29, 2019 was $1.3 million, down from $4.1 million in the same period of 2018[166]. - The fair value of options granted under the SGH Plan during the three months ended November 29, 2019 was $11.85 per share, down from $14.41 per share in the same period of 2018[166].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10‑K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended August 30, 2019 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Registrant's telephone number, including area code: (510) 623-1231 Securities registered pursuant to Section 12(b) of the Act: | Title of each class | Trading Symbol(s) | Name of each exchange on ...

Financial Performance - Net sales for the three months ended May 31, 2019, were $235.7 million, a decrease of 29.7% compared to $335.5 million for the same period in 2018[14] - Gross profit for the three months ended May 31, 2019, was $43.0 million, down 44.8% from $78.1 million in the prior year[14] - Net income for the three months ended May 31, 2019, was $1.9 million, a significant decline of 93.9% compared to $31.9 million for the same period in 2018[14] - Comprehensive loss for the three months ended May 31, 2019, was $14.3 million, compared to a comprehensive income of $14.0 million in the same period in 2018[17] - Net income for the nine months ended May 31, 2019, was $45.707 million, a decrease of 49% compared to $89.745 million for the same period in 2018[26] - Net sales for the nine months ended May 31, 2019, were $933.6 million, compared to $914.9 million for the same period in 2018, reflecting a year-over-year increase of 2.5%[49] - Net sales decreased by $99.8 million, or 29.8%, for the three months ended May 31, 2019, but increased by $18.7 million, or 2.0%, for the nine months ended May 31, 2019 compared to the prior year[198] Assets and Liabilities - Total current assets as of May 31, 2019, were $520.1 million, slightly down from $522.0 million as of August 31, 2018[12] - Total liabilities decreased to $427.9 million as of May 31, 2019, from $485.6 million as of August 31, 2018, representing a reduction of 11.9%[12] - Cash and cash equivalents increased to $126.1 million as of May 31, 2019, from $31.4 million as of August 31, 2018[12] - The company’s retained earnings increased to $159.0 million as of May 31, 2019, from $112.3 million as of August 31, 2018, reflecting a growth of 41.7%[12] - Accounts receivable as of May 31, 2019, totaled $230.2 million, a decrease of $9.9 million from $240.1 million as of September 1, 2018[53] - As of May 31, 2019, the outstanding principal balance of all term loans under the Amended Credit Agreement was $208.5 million, with no outstanding revolving loans[147] Cash Flow - Net cash provided by operating activities increased to $120.716 million from $77.291 million year-over-year, representing a 56% increase[26] - Cash, cash equivalents, and restricted cash at the end of the period reached $126.099 million, up from $70.815 million in the previous year, marking an increase of 78%[26] - Cash paid for interest during the period was $14.888 million, an increase from $11.048 million in the prior year, indicating a 35% rise[26] - The net increase in cash, cash equivalents, and restricted cash was $88.865 million for the nine months ended May 31, 2019, compared to $41.352 million in 2018, representing a 114.4% increase[208] Expenses - Research and development expenses increased to $11.3 million for the three months ended May 31, 2019, up 15.9% from $9.8 million in the same period of 2018[14] - Selling, general and administrative expenses rose by $4.7 million and $17.7 million, or 24.0% and 31.9%, during the three and nine months ended May 31, 2019, respectively[202] - Interest expense, net increased by $0.9 million and $3.2 million, or 22.0% and 24.9%, during the three and nine months ended May 31, 2019, respectively[203] Acquisitions - The Company completed the acquisition of Penguin Computing for approximately $45 million, assuming $32.3 million of Penguin's outstanding indebtedness[102] - The total purchase price for the Penguin acquisition was $44.6 million, which included an estimated fair value of contingent consideration of $3.0 million[106] - The acquisition of Penguin Computing resulted in the recognition of goodwill amounting to $5.246 million, which is not expected to be deductible for tax purposes[110] Market Presence - The company has operations in multiple countries including the United States, Brazil, Malaysia, Taiwan, Hong Kong, Scotland, Singapore, and South Korea, indicating a broad market presence[31] - The company has established a leading market position in Brazil as the largest in-country manufacturer of memory for desktops, notebooks, and servers[195] Revenue Recognition - The Company recognized revenue on NCNR customized product sales over time, reflecting a change in revenue recognition timing under ASC 606[98] - For the three months ended May 31, 2019, net sales were reported at $235.7 million, with an adjustment indicating a potential increase to $243.8 million without the adoption of ASC 606[101] Inventory and Goodwill - The carrying value of goodwill as of May 31, 2019, was $44.8 million, slightly down from $45.4 million as of August 31, 2018[68] - As of May 31, 2019, total inventories were $132.8 million, a decrease from $221.4 million as of August 31, 2018[122] Tax and Compliance - The provision for income taxes for the three months ended May 31, 2019, was $0.6 million, a decrease of $5.0 million compared to the same period in the prior year[130] - The Company recognized a net deferred tax liability of $1.6 million related to the Penguin acquisition, primarily due to non-goodwill intangible assets[111] Shareholder Information - The Company granted a performance-based restricted share unit award in May 2019, with no share-based compensation expense recognized for this award during the three and nine months ended May 31, 2019[168] - As of May 31, 2019, there were 4,956,243 ordinary shares reserved for issuance under the SGH Plan, with 1,555,969 shares available for grant[161]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 1, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38102 SMART GLOBAL HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 98-1013909 ( State or other jurisdiction of incorporation or ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38102 SMART GLOBAL HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Cayman Islands 98-1013909 ( State or other jurisdiction of incorporatio ...