1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report.
+Added: An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report.
Based upon that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of August 26, 2022, our disclosure controls and procedures were effective to ensure the information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
2 unchanged sentences
Management’s Report on Internal Control Over Financial Reporting
−Removed: Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f).
+Added: Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Securities Exchange Act of 1934 Rules 13a-15(f).
Internal control over financial reporting includes maintaining records that, in reasonable detail, accurately and fairly reflect our transactions;
3 unchanged sentences
Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated financial statements would be prevented or detected.
−Removed: In March 2021, we completed the acquisition of Cree Inc.’s LED business.
−Removed: For further discussion of this acquisition, refer to “Item 8.
−Removed: Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Business Acquisitions – LED Business.” The SEC permits companies to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition, and our management has elected to exclude the LED Business from its assessment as of August 27, 2021.
−Removed: The LED Business (excluding acquired intangible assets) constituted 22% and 15% of our consolidated total assets and consolidated net sales, respectively, as of and for the year ended August 27, 2021.
Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
2 unchanged sentences
Changes in Internal Control Over Financial Reporting
−Removed: Remediation :
−Removed: Following the identification of a material weakness in prior periods as previously disclosed related to non-timely accounting for import taxes and correctness of import tax codes on legacy products (being those products introduced or commencing importation prior to 2015), management commenced the development and execution of a remediation plan.
−Removed: The following remediation steps were completed:
−Removed: Engaged an independent technical consultant to review the import tax codes assigned to our legacy products (being those products introduced or commencing importation prior to the process change adopted in 2015).
−Removed: The review has been completed, which identified an incorrect import tax code that was corrected in the second quarter of fiscal 2021.
−Removed: The underreported import tax and related interest has been paid, and was not considered material.
−Removed: Strengthened the controls and procedures for the identification, review and approval of import tax codes.
−Removed: Enhanced training for responsible personnel involved in determining import tax codes.
−Removed: As of the date of this Annual Report on Form 10-K, we have remediated such material weakness.
−Removed: Other than the remediation actions described above, during the fourth quarter of fiscal 2021, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
−Removed: REPORT OF INDEPENDENT REGIST ERED PUBLIC ACCOUNTING FIRM
+Added: During the fourth quarter of fiscal 2022, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
+Added: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of SMART Global Holdings, Inc.
3 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of August 26, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
−Removed: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended August 27, 2021, of the Company and our report dated October 25, 2021, expressed an unqualified opinion on those financial statements and included an explanatory paragraph relating to the Company’s adoption of Accounting Standards Update No.
−Removed: 2016-02, Leases (Topic 842) .
−Removed: As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at the LED business acquired from Cree Inc.
−Removed: (LED business), which was acquired on March 1, 2021, and whose financial statements (excluding acquired intangible assets) constitute 22% of assets and 15% of net sales of the consolidated financial statement amounts as of and for the year ended August 27, 2021.
−Removed: Accordingly, our audit did not include the internal control over financial reporting at the LED business.
+Added: We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended August 26, 2022, of the Company and our report dated October 14, 2022, expressed an unqualified opinion on those financial statements.
Basis for Opinion
17 unchanged sentences
October 14, 2022
−Removed: O ther Information
+Added: Other Information
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
7 unchanged sentences
Exhibits and Financial Statement Schedules
−Removed: The following documents are filed as part of this report:
+Added: (a) The following documents are filed as part of this report:
Financial Statements.
1 unchanged sentence
Certain Financial Statement Schedules have been omitted since they are either not required, not applicable or the information is otherwise included.
−Removed: See “Index to Exhibits” within Item 15 below.
+Added: See “Index to Exhibits” below.
INDEX TO EXHIBITS
Incorporated by Reference
+Added: Description Filed
+Added: Exhibit Filing
2.1 Agreement and Plan of Merger, dated as of June 8, 2018, by and among SMART Global Holdings, Inc., Glacier Acquisition Sub, Inc., Penguin Computing, Inc.
and Fortis Advisors LLC
+Added: 8-K 001-38102 2.01 06/11/2018
2.2 Stock Purchase Agreement, dated as of July 8, 2019, by and among Artesyn Embedded Computing, Inc., Pontus Intermediate Holdings II, LLC, Pontus Holdings, LLC and SMART Global Holdings, Inc.
−Removed: Asset Purchase Agreement dated October 18, 2020, between Cree, Inc., SMART Global Holdings, Inc.
+Added: 8-K 001-38102 2.1 07/12/2019
+Added: 2.3** Asset Purchase Agreement, dated as of October 18, 2020, between Cree, Inc., SMART Global Holdings, Inc.
and CreeLED, Inc.
−Removed: (formerly known as Chili Acquisition, Inc.)
+Added: 8-K 001-38102 2.1 03/03/2021
2.4** Amendment to Asset Purchase Agreement dated March 1, 2021, between Cree, Inc., SMART Global Holdings, Inc.
and CreeLED, Inc.
+Added: 8-K 001-38102 2.2 03/03/2021
+Added: 2.5** Share Purchase Agreement, dated as of June 28, 2022, by and among SMART Global Holdings, Inc., a Cayman Islands exempted company, Storm Private Holdings I Ltd., a Cayman Islands exempted company, and Storm Private Investments LP, a Cayman Islands exempted limited partnership
+Added: 8-K 001-38102 2.1 08/29/2022
3.1 Second Amended and Restated Memorandum and Articles of Association of SMART Global Holdings, Inc.
−Removed: Description of Securities Registered Under Section 12 of the Exchange Act
−Removed: Indenture, dated as of February 11, 2020, between SMART Global Holdings, Inc.
−Removed: and US Bank National Association
−Removed: Form of 2.25% Convertible Senior Notes due 2026 (included as Exhibit A to Exhibit 4.10)
+Added: 10-Q 001-38102 3.1 04/07/2020
+Added: 4.1 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Exchange Act of 1934
+Added: 10-K 001-38102 4.1 10/25/2021
+Added: 4.2 Indenture, dated February 11, 2020, between SMART Global Holdings, Inc.
+Added: Bank National Association
+Added: 8-K 001-38102 4.1 02/11/2020
+Added: 4.3 Form of 2.25% Convertible Senior Notes due 2026
+Added: 8-K 001-38102 4.2 02/11/2020
+Added: 4.4 First Supplemental Indenture with respect to 2.25% Convertible Senior Notes due 2026, dated August 26, 2022, between SMART Global Holdings, Inc.
+Added: Bank National Association, as trustee.
+Added: 8-K 001-38102 4.1 08/29/2022
10.1* SMART Global Holdings, Inc.
Amended and Restated 2017 Share Incentive Plan.
+Added: 10-Q 001-38102 10.1 06/29/2017
10.2* Amendment to the SMART Global Holdings, Inc.
Amended and Restated 2017 Share Incentive Plan
+Added: 14A 001-38102 Exhibit A 12/14/2018
10.3* Amendment to the SMART Global Holdings, Inc.
Amended and Restated 2017 Share Incentive Plan
+Added: 14A 001-38102 Exhibit A 12/21/2020
10.4* SMART Global Holdings, Inc.
2021 Inducement Plan (effective as of February 15, 2021)
+Added: 8-K 001-38102 99.1 01/22/2021
10.5* Form of Restricted Share Unit Award Agreement Under the SMART Global Holdings, Inc.
2021 Inducement Plan.
+Added: 10-Q 001-38102 10.5 04/06/2021
10.6* SMART Global Holdings, Inc.
2018 Employee Share Purchase Plan
−Removed: Offer Letter by and between the Registrant and Mark Adams, dated August 12, 2020
+Added: S-8 333-249619 99.3 10/22/2020
+Added: 10.7* Offer Letter by and between SMART Global Holdings, Inc.
+Added: and Mark Adams, dated August 12, 2020
+Added: 8-K 001-38102 10.1 08/13/2020
10.8* Amended and Restated Employment Agreement between SMART Modular Technologies, Inc.
−Removed: and Jack Pacheco, dated December 19, 2017
+Added: and Jack Pacheco.
+Added: 10-Q 001-38102 10.2 03/22/2018
10.9* Offer Letter by and between SMART Global Holdings, Inc.
and Ken Rizvi, dated January 31, 2021
+Added: 8-K 001-38102 10.1 02/02/2021
10.10* Form of Indemnification Agreement entered into with each of the Registrant’s officers and directors
−Removed: Third Amended and Restated Credit Agreement, dated as of March 6, 2020, among SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc., the Lender Parties thereto and Barclays Bank, PLC, as Administrative Agent
+Added: S-1/A 333-217539 10.1 05/11/2017
+Added: 10.11* Consulting Agreement dated December 9, 2021 by and between SMART Global Holdings, Inc.
+Added: and Ajay Shah
+Added: 10-Q 001-38102 10.1 01/04/2022
+Added: 10.12* Consulting Agreement dated August 16, 2022 by and between SMART Global Holdings, Inc.
+Added: and Claude Demby
+Added: 10.13 Third Amended and Restated Credit Agreement, dated as of March 6, 2020, among SMART Worldwide Holdings, Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc., the lender parties thereto and Barclays Bank, PLC, as Administrative Agent and as Collateral Agent.
+Added: 8-K 001-38102 10.1 03/11/2020
10.14 Master Guarantee Agreement, dated as of August 26, 2011, among SMART Modular Technologies (Global Memory Holdings), Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc., the subsidiary guarantors identified therein and JPMorgan Chase Bank, N.A.
as Administrative Agent
+Added: S-1 333-217539 10.11 04/28/2017
10.15 Collateral Agreement, dated as of August 26, 2011, among SMART Modular Technologies, Inc., the other grantors party thereto and JPMorgan Chase Bank, N.A.
as Administrative Agent
+Added: S-1 333-217539 10.12 04/28/2017
10.16 Form of Confirmation for the Base Capped Call Transactions
+Added: 8-K 001-38102 99.1 02/11/2020
10.17 Form of Confirmation for the Additional Capped Call Transactions
−Removed: Loan, Guaranty and Security Agreement dated as of December 23, 2020, among SMART Modular Technologies, Inc., SMART Embedded Computing, Inc., and Penguin Computing, Inc., as borrowers, the financial institutions party thereto as Lenders, and Bank of America, N.A.
+Added: 8-K 001-38102 99.2 02/11/2020
+Added: 10.18 Loan, Guaranty and Security Agreement, dated as of December 23, 2020, among SMART Modular Technologies, Inc., SMART Embedded Computing, Inc., and Penguin Computing, Inc., as borrowers, SMART Modular Technologies (DE), Inc., SMART High Reliability Solutions, Inc., Premiere Customs Brokers, Inc., Premiere Logistics, Inc., and SMART Wireless Computing, Inc., as Guarantors, and the financial institutions party thereto from time to time as Lenders, and Bank of America, N.A.
as the agent for the lenders.
+Added: 8-K 001-38102 10.1 12/29/2020
10.19 Promissory Note, dated March 1, 2021, made by SMART Global Holdings, Inc.
−Removed: in favor of CreeLED, Inc.
+Added: in favor of Cree LED , Inc.
+Added: 8-K 001-38102 10.1 03/03/2021
10.20 Form of Earnout Note
+Added: 8-K 001-38102 10.2 03/03/2021
+Added: 10.21 Credit Agreement, dated as of February 7, 2022, by and among SMART Global Holdings, Inc., SMART Modular Technologies, Inc., the lenders party thereto and Citizens Bank, N.A., as Administrative Agent, Collateral Agent and an Issuing Bank.
+Added: 8-K 001-38102 10.1 02/08/2022
+Added: 10.22 Promissory Note, dated June 24, 2022, made by CreeLED, Inc.
+Added: in favor of Wolfspeed, Inc.
+Added: 8-K 001-38102 10.1 06/29/2022
+Added: 10.23*** First Amendment to Credit Agreement, dated as of August 29, 2022, by and among SMART Global Holdings, Inc.
+Added: , SMART Modular Technologies, Inc., the lenders party thereto and Citizens Bank, N.A., as administrative agent, and acknowledged and agreed to by the subsidiary loan parties party thereto.
+Added: 8-K 001-38102 10.1 08/29/2022
21.1 List of Subsidiaries of Registrant
7 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
−Removed: Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
−Removed: Inline XBRL Taxonomy Extension Schema Document
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: Cover Page Interactive Data File (embedded within the Inline XBRL document)
+Added: 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document X
+Added: 101.SCH Inline XBRL Taxonomy Extension Schema Document X
+Added: 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X
+Added: 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X
+Added: 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X
+Added: 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X
+Added: 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) X
* Constitutes a management contract or compensatory plan or arrangement.
1 unchanged sentence
The omitted information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
+Added: *** The schedules and exhibits to the Incremental Amendment have been omitted from this filing pursuant to Item 601(b)(10)(iv) of Regulation S-K.
+Added: Registrant will furnish copies of such exhibits and schedules to the Securities and Exchange Commission upon request.
Form 10-K Summary
1 unchanged sentence
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: October 25, 2021
SMART Global Holdings, Inc.
+Added: October 14, 2022 By:
/s/ Mark Adams
President and Chief Executive Officer
+Added: October 14, 2022 By:
/s/ Ken Rizvi
3 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
−Removed: /s/ Mark Adams
−Removed: President and Chief Executive Officer and Director
−Removed: October 25, 2021
−Removed: (Principal Executive Officer)
−Removed: /s/ Ken Rizvi
−Removed: Senior Vice President and Chief Financial Officer
−Removed: October 25, 2021
−Removed: (Principal Financial and Accounting Officer)
−Removed: /s/ Ajay Shah
−Removed: Chairman of the Board of Directors
−Removed: October 25, 2021
−Removed: /s/ Randy Furr
−Removed: October 25, 2021
−Removed: /s/ Penelope Herscher
−Removed: October 25, 2021
−Removed: Penelope Herscher
−Removed: /s/ Bryan Ingram
−Removed: October 25, 2021
−Removed: /s/ Sandeep Nayyar
−Removed: October 25, 2021
+Added: /s/ Mark Adams President, Chief Executive Officer and Director October 14, 2022
+Added: Mark Adams (Principal Executive Officer)
+Added: /s/ Ken Rizvi Senior Vice President and Chief Financial Officer October 14, 2022
+Added: Ken Rizvi (Principal Financial and Accounting Officer)
+Added: /s/ Penelope Herscher Chairperson of the Board of Directors October 14, 2022
+Added: Penelope Hersher
+Added: /s/ Randy Furr Director October 14, 2022
+Added: /s/ Bryan Ingram Director October 14, 2022
+Added: /s/ Sandeep Nayyar Director October 14, 2022
Sandeep Nayyar
−Removed: /s/ Mukesh Patel
−Removed: October 25, 2021
−Removed: /s/ Maximiliane Straub
−Removed: October 25, 2021
+Added: /s/ Mark Papermaster Director October 14, 2022
+Added: Mark Papermaster
+Added: /s/ Maximiliane Straub Director October 14, 2022
Maximiliane Straub
−Removed: /s/ Jason White
−Removed: October 25, 2021
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.