Penguin Solutions, Inc. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO FINANCIAL STATEMENTS Page Consolidated Balance Sheets 67 Consolidated Statements of Operations 68 Consolidated Statements of Comprehensive Income (Loss) 69 Consolidated Statements of Shareholders’ Equity 70 Consolidated Statements of Cash Flows 71 Notes to Consolidated Financial Statements 72 Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34 ) 106 66 Penguin Solutions, Inc. Consolidated Balance Sheets (In thousands, except par value amount) As of August 30, 2024 August 25, 2023 Assets Cash and cash equivalents $ 383,147 $ 365,563 Short-term investments 6,337 25,251 Accounts receivable, net 251,743 219,247 Inventories 151,213 174,977 Other current assets 75,264 51,790 Current assets of discontinued operations — 70,574 Total current assets 867,704 907,402 Property and equipment, net 106,548 118,734 Operating lease right-of-use assets 60,349 68,444 Intangible assets, net 121,454 160,185 Goodwill 161,958 161,958 Deferred tax assets 85,078 74,085 Other noncurrent assets 71,415 15,150 Total assets $ 1,474,506 $ 1,505,958 Liabilities and Equity Accounts payable and accrued expenses $ 219,090 $ 182,035 Current debt — 35,618 Deferred revenue 63,954 48,096 Acquisition-related contingent consideration — 50,000 Other current liabilities 44,552 32,731 Current liabilities of discontinued operations — 77,770 Total current liabilities 327,596 426,250 Long-term debt 657,347 754,820 Noncurrent operating lease liabilities 60,542 66,407 Other noncurrent liabilities 29,813 29,248 Total liabilities 1,075,298 1,276,725 Commitments and contingencies Penguin Solutions shareholders’ equity: Preferred shares, $ 0.03 par value; authorized 30,000 shares; none issued or outstanding — — Ordinary shares, $ 0.03 par value; authorized 200,000 shares; 60,226 shares issued and 53,277 shares outstanding as of August 30, 2024; 57,542 shares issued and 51,901 shares outstanding as of August 25, 2023 1,807 1,726 Additional paid-in capital 513,335 476,703 Retained earnings 29,985 82,457 Treasury shares, 6,949 shares and 5,641 shares held as of August 30, 2024 and August 25, 2023, respectively ( 153,756 ) ( 132,447 ) Accumulated other comprehensive income (loss) 10 ( 205,964 ) Total Penguin Solutions shareholders’ equity 391,381 222,475 Noncontrolling interest in subsidiary 7,827 6,758 Total equity 399,208 229,233 Total liabilities and equity $ 1,474,506 $ 1,505,958 The accompanying notes are an integral part of these consolidated financial statements. 67 Penguin Solutions, Inc. Consolidated Statements of Operations (In thousands, except per share amounts) Year ended August 30, 2024 August 25, 2023 August 26, 2022 Net sales: Products $ 925,827 $ 1,192,890 $ 1,247,470 Services 244,969 248,360 148,406 Total net sales 1,170,796 1,441,250 1,395,876 Cost of sales: Products 722,634 916,005 940,516 Services 107,386 110,074 64,315 Total cost of sales 830,020 1,026,079 1,004,831 Gross profit 340,776 415,171 391,045 Operating expenses: Research and development 81,537 90,565 77,472 Selling, general and administrative 233,880 260,722 204,839 Impairment of goodwill — 19,092 — Change in fair value of contingent consideration — 29,000 41,324 Other operating (income) expense 7,064 7,047 234 Total operating expenses 322,481 406,426 323,869 Operating income (loss) 18,295 8,745 67,176 Non-operating (income) expense: Interest expense, net 28,378 36,421 24,345 Other non-operating (income) expense 21,084 11,837 350 Total non-operating (income) expense 49,462 48,258 24,695 Income (loss) before taxes ( 31,167 ) ( 39,513 ) 42,481 Income tax provision (benefit) 10,618 ( 49,203 ) 18,074 Net income (loss) from continuing operations ( 41,785 ) 9,690 24,407 Net income (loss) from discontinued operations ( 8,148 ) ( 195,384 ) 44,185 Net income (loss) ( 49,933 ) ( 185,694 ) 68,592 Net income attributable to noncontrolling interest 2,539 1,832 2,035 Net income (loss) attributable to Penguin Solutions $ ( 52,472 ) $ ( 187,526 ) $ 66,557 Basic earnings (loss) per share: Continuing operations $ ( 0.85 ) $ 0.16 $ 0.45 Discontinued operations ( 0.15 ) ( 3.94 ) 0.90 $ ( 1.00 ) $ ( 3.78 ) $ 1.35 Diluted earnings (loss) per share: Continuing operations $ ( 0.85 ) $ 0.15 $ 0.41 Discontinued operations ( 0.15 ) ( 3.80 ) 0.81 $ ( 1.00 ) $ ( 3.65 ) $ 1.22 Shares used in per share calculations: Basic 52,428 49,566 49,467 Diluted 52,428 51,322 54,443 The accompanying notes are an integral part of these consolidated financial statements. 68 Penguin Solutions, Inc. Consolidated Statements of Comprehensive Income (Loss) (In thousands) Year ended August 30, 2024 August 25, 2023 August 26, 2022 Net income (loss) $ ( 49,933 ) $ ( 185,694 ) $ 68,592 Other comprehensive income (loss), net of tax: Cumulative translation adjustment ( 6,352 ) 15,686 ( 40 ) Cumulative translation adjustment reclassified to net income (loss) 212,321 — — Gain (loss) on investments 5 5 — Comprehensive income (loss) 156,041 ( 170,003 ) 68,552 Comprehensive income attributable to noncontrolling interest 2,539 1,832 2,035 Comprehensive income (loss) attributable to Penguin Solutions $ 153,502 $ ( 171,835 ) $ 66,517 The accompanying notes are an integral part of these consolidated financial statements. 69 Penguin Solutions, Inc. Consolidated Statements of Shareholders’ Equity (In thousands) Shares Issued Amount Additional Paid-in Capital Retained Earnings Treasury Shares Accumulated Other Comprehensive Income (Loss) Total Penguin Solutions Shareholders’ Equity Non- controlling Interest in Subsidiary Total Equity As of August 27, 2021 50,138 $ 1,504 $ 396,120 $ 184,787 $ ( 50,545 ) $ ( 221,615 ) $ 310,251 $ 8,673 $ 318,924 Net income — — — 66,557 — — 66,557 2,035 68,592 Other comprehensive income (loss) — — — — — ( 40 ) ( 40 ) — ( 40 ) Shares issued under equity plans 2,797 84 12,056 — — — 12,140 — 12,140 Repurchase of shares ( 55 ) ( 2 ) 2 — ( 57,231 ) — ( 57,231 ) — ( 57,231 ) Share-based compensation expense — — 39,934 — — — 39,934 — 39,934 Distribution to noncontrolling interest — — — — — — — ( 3,773 ) ( 3,773 ) As of August 26, 2022 52,880 1,586 448,112 251,344 ( 107,776 ) ( 221,655 ) 371,611 6,935 378,546 Net income (loss) — — — ( 187,526 ) — — ( 187,526 ) 1,832 ( 185,694 ) Other comprehensive income (loss) — — — — — 15,691 15,691 — 15,691 Shares issued under equity plans 4,662 140 42,904 — — — 43,044 — 43,044 Repurchase of shares — — — — ( 24,671 ) — ( 24,671 ) — ( 24,671 ) Purchase of 2029 Capped Calls — — ( 15,090 ) — — — ( 15,090 ) — ( 15,090 ) Settlement of 2026 Capped Calls — — 10,786 — — — 10,786 — 10,786 Share-based compensation expense — — 40,813 — — — 40,813 — 40,813 Distribution to noncontrolling interest — — — — — — — ( 2,009 ) ( 2,009 ) Adoption of ASU 2020-06 — — ( 50,822 ) 18,639 — — ( 32,183 ) — ( 32,183 ) As of August 25, 2023 57,542 1,726 476,703 82,457 ( 132,447 ) ( 205,964 ) 222,475 6,758 229,233 Net income (loss) — — — ( 52,472 ) — — ( 52,472 ) 2,539 ( 49,933 ) Other comprehensive income (loss) — — — — — 205,974 205,974 — 205,974 Shares issued under equity plans 2,684 81 9,728 — — — 9,809 — 9,809 Repurchase of shares — — — — ( 21,309 ) — ( 21,309 ) — ( 21,309 ) Purchase of 2030 Capped Calls — — ( 16,300 ) — — — ( 16,300 ) — ( 16,300 ) Share-based compensation expense — — 43,204 — — — 43,204 — 43,204 Distribution to noncontrolling interest — — — — — — — ( 1,470 ) ( 1,470 ) As of August 30, 2024 60,226 $ 1,807 $ 513,335 $ 29,985 $ ( 153,756 ) $ 10 $ 391,381 $ 7,827 $ 399,208 The accompanying notes are an integral part of these consolidated financial statements. 70 Penguin Solutions, Inc. Consolidated Statements of Cash Flows (In thousands) Year Ended August 30, 2024 August 25, 2023 August 26, 2022 Cash flows from operating activities Net income (loss) $ ( 49,933 ) $ ( 185,694 ) $ 68,592 Net income (loss) from discontinued operations ( 8,148 ) ( 195,384 ) 44,185 Net income (loss) from continuing operations ( 41,785 ) 9,690 24,407 Adjustments to reconcile net income (loss) from continuing operations to net cash provided by operating activities: Depreciation expense and amortization of intangible assets 65,716 71,632 46,665 Amortization of debt issuance costs 3,724 4,064 10,263 Share-based compensation expense 43,160 39,228 37,284 Impairment of goodwill — 19,092 — Change in fair value of contingent consideration — 29,000 41,324 Loss on extinguishment or prepayment of debt 22,763 15,924 653 Deferred income taxes, net ( 11,042 ) ( 63,603 ) ( 20 ) Other ( 2,689 ) 4,008 582 Changes in operating assets and liabilities: Accounts receivable ( 32,495 ) 162,515 ( 97,801 ) Inventories 23,765 95,217 30,733 Other assets 9,098 6,767 ( 10,321 ) Accounts payable and accrued expenses and other liabilities 54,306 ( 256,133 ) ( 44,907 ) Payment of acquisition-related contingent consideration ( 29,000 ) ( 73,724 ) — Net cash provided by operating activities from continuing operations 105,521 63,677 38,862 Net cash provided by (used for) operating activities from discontinued operations ( 28,336 ) 40,710 66,069 Net cash provided by operating activities 77,185 104,387 104,931 Cash flows from investing activities Capital expenditures and deposits on equipment ( 19,424 ) ( 39,421 ) ( 20,359 ) Proceeds from maturities of investment securities 39,395 — — Purchases of held-to-maturity investment securities ( 19,503 ) ( 25,015 ) — Purchases of non-marketable investments ( 11,000 ) ( 4,150 ) — Acquisition of business, net of cash acquired — ( 213,073 ) — Other ( 1,272 ) 475 ( 875 ) Net cash used for investing activities from continuing operations ( 11,804 ) ( 281,184 ) ( 21,234 ) Net cash provided by (used for) investing activities from discontinued operations 119,389 ( 17,385 ) ( 17,736 ) Net cash provided by (used for) investing activities 107,585 ( 298,569 ) ( 38,970 ) Cash flows from financing activities Repayments of debt ( 351,337 ) ( 21,634 ) ( 126,719 ) Payments to acquire ordinary shares ( 21,309 ) ( 24,671 ) ( 57,231 ) Payment of acquisition-related contingent consideration ( 21,000 ) ( 28,100 ) — Net cash paid for settlement and purchase of capped calls ( 16,300 ) ( 4,304 ) — Distribution to noncontrolling interest ( 1,470 ) ( 2,009 ) ( 3,773 ) Proceeds from debt 192,694 295,287 270,775 Proceeds from issuance of ordinary shares 9,809 43,045 12,140 Payment of premium in connection with convertible note exchange — ( 14,141 ) — Repayments of borrowings under line of credit — — ( 109,000 ) Proceeds from borrowing under line of credit — — 84,000 Other ( 582 ) ( 6,252 ) ( 9,547 ) Net cash provided by (used for) financing activities from continuing operations ( 209,495 ) 237,221 60,645 Net cash provided by (used for) financing activities from discontinued operations ( 606 ) ( 805 ) 13,234 Net cash provided by (used for) financing activities ( 210,101 ) 236,416 73,879 Effect of changes in currency exchange rates ( 1,256 ) 4,765 239 Net increase (decrease) in cash, cash equivalents and restricted cash ( 26,587 ) 46,999 140,079 Cash, cash equivalents and restricted cash at beginning of period 410,064 363,065 222,986 Cash, cash equivalents and restricted cash at end of period $ 383,477 $ 410,064 $ 363,065 Cash, cash equivalents and restricted cash at end of period: Continuing operations $ 383,477 $ 365,563 $ 313,328 Discontinued operations — 44,501 49,737 $ 383,477 $ 410,064 $ 363,065 The accompanying notes are an integral part of these consolidated financial statements. 71 Penguin Solutions, Inc. Notes to Consolidated Financial Statements (Tabular amounts in thousands, except per share amounts) Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements include the accounts of Penguin Solutions, Inc. (“Penguin Solutions,” “we,” “us,” “our,” the “Company” or similar terms) 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. Company Name Change : On October 15, 2024, we changed our name from SMART Global Holdings, Inc. to Penguin Solutions, Inc. The change reflects our focus on key areas such as artificial intelligence infrastructure deployment, advanced memory enterprise solutions and high-performance computing. Presentation of SMART Brazil as Discontinued Operations : On June 13, 2023, we entered into an agreement to divest of an 81 % interest in SMART Modular Technologies do Brasil – Indústria e Comércio de Componentes Ltda. (“SMART Brazil”). We concluded that, as of August 25, 2023, (i) the net assets of SMART Brazil met the criteria for classification as held for sale and (ii) the proposed sale represented a strategic shift that was expected to have a major effect on our operations and financial results. On November 29, 2023, we completed the divestiture. The balance sheets, results of operations and cash flows of SMART Brazil have been presented as discontinued operations for all periods presented. SMART Brazil was previously included within our Integrated Memory segment. See “Divestiture of SMART Brazil.” Unless otherwise noted, amounts and discussion within these notes to the consolidated financial statements relate to our continuing operations. Reclassifications : Certain reclassifications have been made to prior period amounts to conform to current period presentation. Fiscal Year : Our fiscal year is the 52- or 53-week period ending on the last Friday in August. Fiscal years 2024, 2023 and 2022 contained 53, 52 and 52 weeks, respectively. All period references are to our fiscal periods unless otherwise indicated. Financial information for our subsidiaries in Brazil was included in our consolidated financial statements on a one-month lag because their fiscal years ended on July 31 of each year. In connection with the completion of the divestiture of an 81 % interest in SMART Brazil, we ceased consolidating the operations of SMART Brazil in our financial statements as of the November 29, 2023 disposal date. As a result, financial information for the first quarter of 2024 included the four-month period for our SMART Brazil operations from August 1, 2023 to November 29, 2023. Cash, Cash Equivalents and Short-term Investments Cash equivalents include highly liquid investments, readily convertible to known amounts of cash, with original maturities of three months or less. Investments with original maturities of greater than three months and remaining maturities of less than one year are classified as short-term investments. Cash paid for interest, net of amounts capitalized, was $ 47.7 million, $ 41.8 million and $ 12.8 million for 2024, 2023 and 2022, respectively. Income taxes paid, net of refunds, were $ 13.1 million, $ 35.5 million and $ 13.8 million for 2024, 2023 and 2022, respectively. 72 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 The functional currency for all of our operations is the U.S. dollar. Monetary balances recorded in currencies other than the U.S. dollar are remeasured into U.S. dollars at prevailing exchange rates in effect as of the end of each reporting period. Gains or losses resulting from the remeasurement of monetary balances are recognized in other non-operating (income) expense. 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 a 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 a reporting unit. In 2023, we recorded aggregate goodwill impairment charges of $ 19.1 million. Other than this impairment charge in 2023, there has been no impairment of goodwill for any of our current reporting units. See “Intangible Assets and Goodwill.” 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 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 amounts 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. 73 Intangible Assets Intangible assets are stated at cost and amortized on a straight-line basis over their estimated useful lives of generally 5 to 19 years for technology, 6 to 8 years for customer relationships and 5 to 10 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 Optimized LED segment, cost is determined on a first-in, first-out basis. For our 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 2 to 8 years for equipment, 5 to 40 years for buildings and building improvements and 2 to 5 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 74 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 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. Noncancellable, nonrefundable customized product sales are recognized over time on a cost incurred basis. In connection with these arrangements, customers obtain control and benefit from products as they are completed. 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 professional services and supply chain services. Professional services include solution design, system installation, software automation and managed support services related to high-performance computing (“HPC”) and storage systems. Supply chain services includes procurement, logistics, inventory management, temporary warehousing, kitting and packaging. 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. Service revenue also includes extended warranty, on-site services and subscriptions to our HPC environment. Agent Services : We provide certain services on an agent basis, whereby we procure product, materials and services on behalf of our customers and then resell such product, materials or services 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 product, materials and services procured. However, only the amount related to the agent component is recognized as revenue in our results of operations. We generally recognize revenue for these procurement, logistics and inventory management services upon the completion and/or acceptance of such services, which typically occurs at the time of shipment of product to the customer. Amounts we invoice to customers for the cost of product, materials and services performed, which remain unpaid as of the end of a reporting period, are included in accounts receivable. Additionally, the cost of product and materials procured for customers under these agent services, 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 cash flows from operating activities. 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 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 12 months as an expense when incurred. Additionally, we account for shipping and handling costs, if any, that occur after control transfers to the customer 75 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 and divestitures, 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. Preferred Share Investment On July 14, 2024, we entered into a Securities Purchase Agreement (the “SKT Purchase Agreement”) with SK Telecom Co., Ltd. (“SK”). Pursuant to the SKT Purchase Agreement, we agreed to sell to SK 200,000 convertible preferred shares, par value $ 0.03 per share, of Penguin Solutions (the “CPS”), at a price of $ 1,000 per share or an aggregate price of $ 200 million (the “Investment”). The CPS will have an initial liquidation preference of 1 x and will only be redeemable at our option. The CPS will vote together with the ordinary shares, par value $ 0.03 per share, of Penguin Solutions, on an as-converted basis, and entitle the holder to receive dividends of six percent per annum, cumulative, and payable quarterly in-kind or in cash at Penguin Solutions’ option, subject to certain conditions. The holder of the CPS may convert such holder’s CPS into ordinary shares at any time, provided that the CPS may, at our option, automatically be converted into ordinary shares on any date following the second anniversary of the closing of the Investment upon which the volume-weighted average price of the ordinary shares for any 15 consecutive trading day period equals or exceeds 150 % of the then-applicable conversion price. The CPS will be convertible into ordinary shares at a conversion price of $ 32.81 per preferred share, subject to adjustment upon the occurrence of certain events. Holders of the CPS are also entitled to certain protective provisions. The SKT Purchase Agreement contains customary representations, warranties, covenants and conditions to the closing, including receipt of all approvals or the termination or expiration of all waiting periods required under applicable antitrust laws. The SKT Purchase Agreement may be terminated by either Penguin Solutions or SK if the closing has not occurred by April 14, 2025, subject to extension to July 14, 2025 in the event certain approvals have not been obtained. The Investment is expected to close by the end of calendar 2024 or early in calendar 2025. On the date of closing of the Investment, we and an affiliate of SK will enter into an Investor Agreement and the Certificate of Designation relating to the CPS (the “Certificate of Designation”) will become effective. The Investor Agreement and the Certificate of Designation provide for certain rights and restrictions relating to the Investment. Divestiture of SMART Brazil Overview of Transaction On November 29, 2023, we completed the divestiture of SMART Brazil pursuant to the terms of that certain Stock Purchase Agreement (the “Brazil Purchase Agreement”), by and among SMART Modular Technologies (LX) S.à 76 r.l., a société à responsabilité limitée governed by the laws of Grand Duchy of Luxembourg and a wholly owned subsidiary of Penguin Solutions (the “Brazil Seller”), Lexar Europe B.V., a company organized under the laws of The Netherlands (the “Brazil Purchaser”), Shenzhen Longsys Electronics Co., Ltd., a company limited by shares governed by the laws of the People’s Republic of China (“Longsys”), solely with respect to certain provisions therein, Shanghai Intelligent Memory Semiconductor Co., Ltd., a limited liability company governed by the laws of the People’s Republic of China and, solely with respect to certain provisions therein, Penguin Solutions. Pursuant to the Brazil Purchase Agreement, Brazil Seller sold to Brazil Purchaser, and Brazil Purchaser purchased from Brazil Seller, 81 % of Brazil Seller’s right, title and interest in and to the outstanding quotas of SMART Brazil, with Brazil Seller retaining a 19 % interest in SMART Brazil (the “Retained Interest”) (the “Brazil Divestiture”). At the closing of the Brazil Divestiture, Brazil Purchaser paid to Brazil Seller (based on a total enterprise value of $ 204.6 million for SMART Brazil) an upfront cash purchase price, subject to certain customary adjustments as set forth in the Brazil Purchase Agreement. In addition, pursuant to the Brazil Purchase Agreement, Brazil Seller has a right to receive, and Brazil Purchaser is obligated to pay, (i) a deferred payment due 18 months following the closing and (ii) subject to and at the time of exercise of the Put/Call Option (as defined below), an additional deferred cash adjustment equal to 19 % of the amount of SMART Brazil’s net cash as of the closing (as calculated pursuant to the Brazil Purchase Agreement). Put/Call Option : Pursuant to the Brazil Purchase Agreement, at the closing, SMART Brazil, Brazil Seller, Brazil Purchaser and Longsys entered into a Quotaholders Agreement, which provides Brazil Seller with a put option to sell the Retained Interest in SMART Brazil to Brazil Purchaser (the “Put Option”) during three exercise windows following SMART Brazil’s fiscal years ending December 31, 2026, December 31, 2027 or December 31, 2028 (the “Exercise Windows”), with such Exercise Windows beginning on June 15, 2027 and ending on July 15, 2027, beginning on June 15, 2028 and ending on July 15, 2028 and beginning on June 15, 2029 and ending on July 15, 2029, respectively. A call option has also been granted to Brazil Purchaser to require Brazil Seller to sell the Retained Interest to Brazil Purchaser during the Exercise Windows (together with the Put Option, the “Put/Call Option”). The price for the Put/Call Option is based on a 100 % enterprise value of 7.5 x net income for SMART Brazil for the preceding fiscal year at the time of exercise. Consideration : The following is a summary of total consideration in exchange for the sale of an 81 % interest in SMART Brazil: Cash received at closing (1) $ 164,487 Post-closing adjustment for net cash and net working capital (2) 451 Deferred payment (3) 25,433 Deferred cash adjustment (4) 3,721 Total consideration $ 194,092 (1) Included $ 26.8 million of cash received at closing for an estimated amount of net cash and an estimated net working capital amount (in excess of a minimum target amount) as of the closing. (2) Represented the post-closing adjustment for net cash and net working capital, which was received in the third quarter of 2024 upon completion of the review of the final net cash and final working capital amounts. (3) Represented the fair value of the deferred payment, comprised of a notional amount of $ 28.4 million, discounted at 7.5 % and due May 2025. The deferred payment was included in other current assets in the accompanying consolidated balance sheet as of August 30, 2024 and in other noncurrent assets as of August 25, 2023. (4) Represented the fair value of the deferred cash adjustment, comprised of a notional amount of $ 4.8 million, discounted at 7.5 %, equal to 19 % of the amount of SMART Brazil’s net cash as of the closing (as calculated pursuant to the Brazil Purchase Agreement). The deferred cash adjustment, which is accounted for as a derivative financial instrument, is due at the time of exercise of the Put/Call Option and was included in other noncurrent assets in the accompanying consolidated balance sheet as of August 30, 2024. Presentation of SMART Brazil Operations As of August 25, 2023, we concluded that the net assets of SMART Brazil met the criteria for classification as held for sale. In addition, the divestiture of SMART Brazil was expected to have a major effect on our operations and financial results. As a result, we have presented the results of operations, cash flows and financial position of SMART Brazil as discontinued operations in the accompanying consolidated financial statements and notes for all periods presented. 77 A disposal group classified as held for sale is measured at the lower of its carrying amount or fair value less costs to sell. Accordingly, we evaluated the carrying value of the net assets of SMART Brazil (including $ 206.3 million recognized within shareholders’ equity related to the cumulative translation adjustment from SMART Brazil), estimated costs to sell and expected proceeds and concluded the net assets were impaired as of August 25, 2023. As a result, we recognized an impairment charge of $ 153.0 million in the fourth quarter of 2023 to write down the carrying value of the net assets of SMART Brazil. In addition, we concluded that the outside basis of SMART Brazil inclusive of any withholding taxes should be recognized upon the classification as held for sale as of August 25, 2023. Accordingly, we recognized withholding taxes on the expected capital gain and deferred tax liabilities of $ 28.6 million in 2023. Assets and liabilities of SMART Brazil as of the November 29, 2023 disposal date and as of August 25, 2023 were as follows: As of November 29, 2023 August 25, 2023 Cash and cash equivalents $ 40,927 $ 44,501 Accounts receivable, net 16,482 17,055 Inventories 26,103 25,877 Other current assets 17,800 17,732 Total current assets 101,312 105,165 Property and equipment, net 66,870 58,321 Operating lease right-of-use assets 6,912 5,213 Goodwill 19,856 20,668 Other noncurrent assets 27,490 34,243 Total assets 222,440 223,610 Impairment of SMART Brazil assets ( 153,036 ) ( 153,036 ) Total assets, net of impairment 69,404 70,574 Accounts payable and accrued expenses 20,576 25,867 Current debt 3,872 4,006 Other current liabilities 1,023 1,030 Total current liabilities 25,471 30,903 Long-term debt 11,938 13,689 Noncurrent operating lease liabilities 5,686 4,614 Noncurrent deferred tax liabilities 28,564 28,564 Other noncurrent liabilities 93 — Total liabilities 71,752 77,770 Net assets (liabilities) of discontinued operations $ ( 2,348 ) $ ( 7,196 ) Reported as: Current assets of discontinued operations $ 70,574 Current liabilities of discontinued operations 77,770 Net assets (liabilities) of discontinued operations $ ( 7,196 ) 78 The following table presents the results of operations for SMART Brazil: Year ended August 30, 2024 August 25, 2023 August 26, 2022 Net sales $ 55,159 $ 185,377 $ 423,476 Cost of sales 50,560 184,016 361,301 Gross profit 4,599 1,361 62,175 Operating expenses: Research and development 157 5,887 ( 116 ) Selling, general and administrative 5,421 12,509 14,958 Other operating (income) expense 64 657 — Total operating expenses 5,642 19,053 14,842 Operating income (loss) ( 1,043 ) ( 17,692 ) 47,333 Non-operating (income) expense: Loss from divestiture of 81% interest in SMART Brazil 10,888 153,036 — Interest (income) expense, net ( 1,262 ) ( 4,174 ) ( 3,176 ) Other non-operating (income) expense 138 996 4,487 Total non-operating (income) expense 9,764 149,858 1,311 Income (loss) before taxes ( 10,807 ) ( 167,550 ) 46,022 Income tax provision (benefit) ( 2,659 ) 27,834 1,837 Net income (loss) from discontinued operations $ ( 8,148 ) $ ( 195,384 ) $ 44,185 Loss from Divestiture of SMART Brazil The following table presents the calculation of the loss from the divestiture of an 81 % interest in SMART Brazil: Proceeds, less costs to sell and other expenses: Consideration $ 194,092 Costs to sell and other expenses ( 4,150 ) 189,942 Basis in 81% interest in SMART Brazil: Net assets of SMART Brazil 145,194 Cumulative translation adjustment (1) 212,397 357,591 Gain on revalue of 19% Retained Interest in SMART Brazil (2) 3,725 Pre-tax loss on divestiture of 81% interest in SMART Brazil 163,924 Income tax provision 26,580 Loss on divestiture of 81% interest in SMART Brazil $ 190,504 (1) The sale of an 81 % interest in SMART Brazil resulted in the de-consolidation of SMART Brazil and, accordingly, the release of the related cumulative translation adjustment. Included in the basis calculation above is the balance of cumulative translation adjustment for SMART Brazil as of the closing. The release of the cumulative translation adjustment is included in net income (loss) from discontinued operations in the accompanying consolidated statement of operations. (2) In connection with the transaction, we revalued our 19 % Retained Interest in SMART Brazil based on the implied value for 100 % of SMART Brazil, adjusted for lack of control premium. As of August 30, 2024, the carrying value of our remaining 19 % interest in SMART Brazil was $ 37.8 million and was included in other noncurrent assets in the accompanying consolidated balance sheet as a non-marketable equity investment as of August 30, 2024. 79 Recognition Periods : The loss from the divestiture of an 81 % interest in SMART Brazil was recognized as follows: Three Months Ended December 1, 2023 August 25, 2023 Total Pre-tax loss on divestiture of 81% interest in SMART Brazil $ 10,888 $ 153,036 $ 163,924 Income tax provision (benefit) ( 1,984 ) 28,564 26,580 Loss on divestiture of 81% interest in SMART Brazil $ 8,904 $ 181,600 $ 190,504 Recently Adopted Accounting Standards In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06 – Debt – Debt with Conversion and Other Options and Derivatives and Hedging – Contracts in Entity’s Own Equity: Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible debt instruments by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract. This ASU requires a convertible debt instrument to be accounted for as a single liability measured at its amortized cost, as long as no other features require bifurcation and recognition as derivatives, and requires an entity to use the if-converted method in the diluted earnings per share calculation for convertible instruments. This ASU was effective for us in the first quarter of 2023 and permitted the use of either the modified retrospective or fully retrospective method of transition. We adopted ASU 2020-06 in the first quarter of 2023 under the modified retrospective method. Upon adoption, the previously separated equity component and associated issuance costs for our 2.25 % convertible senior notes due 2026 were reclassified from additional capital to long-term debt, thereby eliminating future amortization of the debt issuance costs as interest expense. Amortization of the debt issuance costs as interest expense was $ 8.1 million in 2022. The following table summarizes the effects of adopting ASU 2020-06: Ending Balance as of August 26, 2022 Adoption of ASU 2020-06 Beginning Balance as of August 27, 2022 Long-term debt $ 575,682 $ 32,183 $ 607,865 Additional paid-in-capital 448,112 ( 50,822 ) 397,290 Retained earnings 251,344 18,639 269,983 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. As a result, only the amounts expected to be settled in excess of the principal portion are considered in calculating diluted earnings per share under the if-converted method. See “Debt – Convertible Senior Notes – 2026 Notes.” Recently Issued Accounting Standards In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this ASU are intended to increase transparency through improvements to annual disclosures primarily related to income tax rate reconciliation and income taxes paid. The amendments in this ASU are effective for us in 2026 for annual reporting, with early adoption permitted. The ASU may be applied on a prospective basis, although retrospective application is permitted. We are evaluating the timing and effects of this ASU on our income tax disclosures. In November 2023, the FASB issued ASU 2023-07 – Segment Reporting (Topic 280): Improvements to Segment Reporting Disclosures , which will require an entity to provide more detailed information about its reportable segment expenses that are included within management’s measurement of profit and loss and will require certain annual disclosures to be provided on an interim basis. The amendments in this ASU are effective for us in 2025 for annual reporting and in 2026 for interim reporting and are required to be applied using the full retrospective method of transition. We are evaluating the effects of adoption of this ASU on our segment disclosures. 80 Business Acquisitions Stratus Technologies On August 29, 2022 (the “Stratus Acquisition Date”), we completed the acquisition of Storm Private Holdings I Ltd., a Cayman Islands exempted company (“Stratus Holding Company” and together with its subsidiaries, “Stratus Technologies”), pursuant to the terms of that certain Share Purchase Agreement (the “Stratus Purchase Agreement”), dated as of June 28, 2022, by and among Penguin Solutions, Stratus Holding Company and Storm Private Investments LP, a Cayman Islands exempted limited partnership (the “Stratus Seller”). Pursuant to the Stratus Purchase Agreement, among other matters, the Stratus Seller sold to Penguin Solutions, and Penguin Solutions purchased from the Stratus Seller, all of the Stratus Seller’s right, title and interest in and to the outstanding equity securities of Stratus Holding Company. Stratus Technologies is a global leader in simplified, protected and autonomous computing platforms and services in the data center and at the edge. For more than 40 years, Stratus Technologies has provided high-availability, fault-tolerant computing to Fortune 500 companies and small-to-medium sized businesses enabling them to securely and remotely run critical applications with minimal downtime. Stratus Technologies operates as part of Penguin Solutions’ Advanced Computing segment. The acquisition of Stratus Technologies further enhances Penguin Solutions’ growth and diversification strategy and complements and expands Penguin Solutions’ Advanced Computing business in data center and edge environments. Purchase Price : At the closing of the transaction, we paid the Stratus Seller a cash purchase price of $ 225.0 million, subject to certain adjustments. In addition, the Stratus Seller had the right to receive, and we were obligated to pay, contingent consideration of up to $ 50.0 million (the “Stratus Earnout”) based on the gross profit performance of Stratus Technologies during the first full 12 fiscal months following the closing of the acquisition. In the second quarter of 2024, we paid in full $ 50.0 million related to the Stratus Earnout. Cash paid was utilized, in part, to settle the outstanding debt of Stratus Technologies as of the closing of the transaction and was recognized as a component of consideration transferred. As a result, the assets acquired and liabilities assumed do not include an assumed liability for the outstanding debt of Stratus Technologies. The purchase price for Stratus Technologies was as follows: Cash $ 225,000 Additional payment for net working capital adjustment (1) 17,246 Fair value of Stratus Earnout 20,800 $ 263,046 (1) Includes $ 14.4 million paid at closing and $ 2.8 million paid in the second quarter of 2023 upon completion of the review of the working capital assets acquired and liabilities assumed. Contingent Consideration : The Stratus Earnout was accounted for as contingent consideration. As of the Stratus Acquisition Date, the fair value of the Stratus Earnout was estimated to be $ 20.8 million and was valued using a Monte Carlo simulation analysis in a risk-neutral framework with assumptions for volatility, market price of risk adjustment, risk-free rate and cost of debt. The fair value measurement was based on significant inputs, not observable in the market, including forecasted gross profit, comparable company volatility, discount rate and cost of debt. The fair value of the Stratus Earnout was estimated based on the Company’s evaluation of the probability and amount of the Stratus Earnout to be achieved based on the expected gross profit of Stratus Technologies, using an estimated gross profit volatility of 33.4 % and a discount rate of 7.3 % as of the Stratus Acquisition Date. 81 Valuation : We estimated the fair value of the assets and liabilities of Stratus Technologies as of the Stratus Acquisition Date. The purchase price was allocated to the tangible and intangible assets acquired and liabilities assumed as follows: Cash and cash equivalents $ 29,174 Accounts receivable 26,685 Inventories 10,890 Other current assets 6,536 Property and equipment 7,292 Operating lease right-of-use assets 9,216 Intangible assets 123,700 Goodwill 125,929 Other noncurrent assets 11,661 Accounts payable and accrued expenses ( 32,656 ) Other current liabilities ( 36,723 ) Noncurrent operating lease liabilities ( 7,067 ) Other noncurrent liabilities ( 11,591 ) Total net assets acquired $ 263,046 The goodwill arising from the acquisition of Stratus Technologies was assigned to our Advanced Computing segment. None of the goodwill recognized is deductible for income tax purposes. The fair values and useful lives of identifiable intangible assets were as follows: Amount Estimated useful life (in years) Technology $ 82,000 5 Customer relationships 27,800 8 Trademarks/trade names 10,000 9 In-process research and development 3,900 N/A $ 123,700 • Technology intangible assets were valued using the multi-period excess earnings method based on the discounted cash flow and technology obsolescence rate. Discounted cash flow requires the use of significant unobservable inputs, including projected revenue, expenses, capital expenditures and other costs, and discount rates calculated based on the cost of equity adjusted for various risks, including the size of the acquiree, industry risk and other risk factors. • Customer relationship intangible assets were valued using the multi-period excess earnings method, which is the present value of the projected cash flows that are expected to be generated by the existing intangible assets after reduction by an estimated fair rate of return on contributory assets required to generate the customer relationship revenues. Key assumptions included discounted cash flow, estimated life cycle and customer attrition rates. • Trademark/trade name intangible assets were valued using the relief from royalty method, which is the discounted cash flow savings accruing to the owner by virtue of the fact that the owner is not required to license the trademarks/trade names from a third party. Key assumptions included attributable revenue expected from the trademarks/trade names, royalty rates and assumed asset life. • In-process research and development (“IPR&D”) relates to next generation fault tolerant architecture. IPR&D is indefinite-lived and will be reviewed for impairment at least annually. IPR&D was valued based on discounted cash flow, which requires the use of significant unobservable inputs, including projected revenue, expenses, capital expenditures and other costs. Amortization of this technology over an estimated useful life of 10 years commenced in the second quarter of 2024 upon completion of research and development efforts. 82 LED Business On March 1, 2021, we completed the acquisition of the Optimized LED business of Cree, Inc., a corporation now known as Wolfspeed, Inc. (“Cree”). The purchase price for the Optimized LED business consisted of cash payments of $ 72.4 million, the issuance of an unsecured promissory note issued in the amount of $ 125.0 million (the “LED Purchase Price Note”) and the potential for Cree to receive an earn-out payment of up to $ 125.0 million based on the revenue and gross profit performance of the Optimized LED business in the 12-month period ended in March 2022, with a minimum payout of $ 2.5 million, payable in the form of an unsecured promissory note to be issued by us (the “LED Earnout Note”). The LED Earnout Note was accounted for as contingent consideration and was revalued each quarter with changes in valuation reflected in results of operations. In 2022, we recorded aggregate charges of $ 41.3 million to adjust the value of the LED 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 LED Earnout Note to Cree for this amount. In the first quarter of 2023, we repaid in full the amount outstanding under the LED Earnout Note. Cash and Investments As of August 30, 2024 and August 25, 2023, all of our debt securities, the fair values of which approximated their carrying values, were classified as held to maturity. As of August 30, 2024, restricted cash, which is included in other noncurrent assets, was $ 0.3 million. Cash, cash equivalents and short-term investments were as follows: August 30, 2024 August 25, 2023 As of Cash and Cash Equivalents Short-term Investments Cash and Cash Equivalents Short-term Investments Cash $ 354,037 $ — $ 321,937 $ — Level 1: Money market funds 29,110 — 43,626 — U.S. Treasury securities — 6,337 — 25,251 $ 383,147 $ 6,337 $ 365,563 $ 25,251 Non-marketable Equity Investments As of August 30, 2024 and August 25, 2023, other noncurrent assets included $ 53.0 million and $ 4.2 million, respectively, of non-marketable equity investments, which are accounted for under the measurement alternative at cost less impairment, if any. In the event an observable price change occurs in an orderly transaction for an identical or a similar investment, the carrying value of investments would be remeasured to fair value as of the date the observable transaction occurred, with any resulting gains or losses recorded in results of operations. Accounts Receivable In the third quarter of 2023, we entered into a trade accounts receivable sale program with a third-party financial institution to sell certain of our trade accounts receivable on a non-recourse basis pursuant to a factoring arrangement. This program allows us to sell certain of our trade accounts receivables up to $ 60.0 million. As of August 30, 2024, there have been no trade accounts receivable sold under this program. 83 Inventories As of August 30, 2024 August 25, 2023 Raw materials $ 75,514 $ 90,085 Work in process 18,742 24,485 Finished goods 56,957 60,407 $ 151,213 $ 174,977 As of August 30, 2024 and August 25, 2023, 14 % and 8 %, respectively, of total inventories were owned and held under our logistics services program. Property and Equipment As of August 30, 2024 August 25, 2023 Equipment $ 89,848 $ 86,429 Buildings and building improvements 70,462 69,325 Furniture, fixtures and software 48,027 44,121 Land 16,126 16,126 224,463 216,001 Accumulated depreciation ( 117,915 ) ( 97,267 ) $ 106,548 $ 118,734 Depreciation expense for property and equipment was $ 25.7 million, $ 26.5 million and $ 22.9 million in 2024, 2023 and 2022, respectively. Intangible Assets and Goodwill August 30, 2024 August 25, 2023 As of Gross Amount Accumulated Amortization Gross Amount Accumulated Amortization Intangible assets: Technology $ 142,539 $ ( 58,948 ) $ 141,201 $ ( 34,569 ) Customer relationships 72,500 ( 45,556 ) 72,500 ( 33,990 ) Trademarks/trade names 27,964 ( 17,045 ) 28,300 ( 13,257 ) $ 243,003 $ ( 121,549 ) $ 242,001 $ ( 81,816 ) Goodwill by segment: Advanced Computing $ 147,238 $ 147,238 Integrated Memory 14,720 14,720 $ 161,958 $ 161,958 In 2024 and 2023, we capitalized $ 1.4 million and $ 127.5 million, respectively, for intangible assets, with weighted-average useful lives of 18.2 years and 6.1 years, respectively. Amortization expense for intangible assets was $ 40.0 million, $ 45.1 million and $ 23.8 million in 2024, 2023 and 2022, respectively. Amortization expense is expected to be $ 35.6 million for 2025, $ 30.2 million for 2026, $ 29.6 million for 2027, $ 9.9 million for 2028, $ 6.0 million for 2029 and $ 10.2 million for 2030 and thereafter. In connection with our acquisition of Stratus Technologies, we capitalized $ 3.9 million of in-process research and development related to next generation fault tolerant architecture. Amortization of this technology commenced in the second quarter of 2024. In the second quarter of 2023, we initiated a plan within our Advanced Computing segment pursuant to which we intend to wind down manufacturing and discontinue the sale of legacy products offered through our Penguin Edge 84 business by approximately the end of 2025. As a result, we recorded aggregate charges of $ 19.1 million in 2023 to impair the carrying value of Penguin Edge goodwill. At each reporting date, we reassess the estimated remaining cash flows of the Penguin Edge business. We currently anticipate that the remaining goodwill of the Penguin Edge reporting unit of $ 16.1 million as of August 30, 2024 may become further impaired in future periods. Accounts Payable and Accrued Expenses As of August 30, 2024 August 25, 2023 Accounts payable (1) $ 182,037 $ 134,980 Salaries, wages and benefits 22,819 27,665 Income and other taxes 11,863 13,370 Other 2,371 6,020 $ 219,090 $ 182,035 (1) Included accounts payable for property and equipment of $ 0.4 million and $ 5.2 million as of August 30, 2024 and August 25, 2023, respectively. Debt As of August 30, 2024 August 25, 2023 Amended 2027 TLA $ 297,297 $ 544,943 2030 Notes 192,778 — 2029 Notes 147,439 146,886 2026 Notes 19,833 98,609 657,347 790,438 Less current debt — ( 35,618 ) Long-term debt $ 657,347 $ 754,820 Credit Facility On February 7, 2022, Penguin Solutions and SMART Modular Technologies, Inc. (collectively, the “Borrowers”) entered into a credit agreement (the “Original Credit Agreement”) with a syndicate of banks and Citizens Bank, N.A., as administrative agent (the “Administrative Agent”) that provided for (i) a term loan credit facility in an aggregate principal amount of $ 275.0 million (the “2027 TLA”) and (ii) a revolving credit facility in an aggregate principal amount of $ 250.0 million (the “2027 Revolver”), in each case, maturing on February 7, 2027. The Original Credit Agreement provides that up to $ 35.0 million of the 2027 Revolver is available for issuances of letters of credit. On August 29, 2022, the Borrowers entered into an amendment (the Original Credit Agreement, as amended by this amendment and subsequent amendments, the “Amended Credit Agreement”) with and among the lenders party thereto and the Administrative Agent, which (i) provided for incremental term loans under the Amended Credit Agreement in an aggregate amount of $ 300.0 million (the “Incremental Term Loans” and together with the 2027 TLA, the “Amended 2027 TLA”), which Incremental Term Loans are on the same terms as the term loans incurred under the Original Credit Agreement, (ii) increased 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) increased the aggregate amount of unrestricted cash and permitted investments netted from the definitions of Consolidated First Lien Debt and Consolidated Net Debt under the Amended Credit Agreement from $ 100.0 million to $ 125.0 million. Substantially simultaneously with amending the Original Credit Agreement, the Borrowers applied a portion of the proceeds of the Incremental Term Loans to (i) finance a portion of the purchase price for the acquisition of Stratus Technologies and (ii) prepay in full the $ 101.8 million outstanding under the LED Earnout Note. In connection with our prepayment of the LED Earnout Note, we recognized a gain of $ 0.8 million in the first quarter of 2023, which is included in other non-operating (income) expense in the accompanying consolidated statements of operations. Interest and fees : Loans under the Amended 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. 85 The applicable margin for our 2027 TLA and 2027 Revolver varies based on our Total Leverage Ratio (as defined in the Amended 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 Amended Credit Agreement. Security : The Amended Credit Agreement is jointly and severally guaranteed on a senior basis by certain subsidiaries of Penguin Solutions organized in the United States and Cayman Islands. In addition, the Amended Credit Agreement is secured by a pledge of the capital stock of, or equity interests in, certain subsidiaries of Penguin Solutions organized in the United States and the Cayman Islands and by substantially all of the assets of certain subsidiaries of Penguin Solutions organized in the United States and the Cayman Islands. Covenants : The Amended 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 Amended 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 Amended Credit Agreement) of a maximum of 3.25 to 1.00 ii. a Total Leverage Ratio of a maximum of 4.50 to 1.00; provided that in connection with any Material Acquisition (as defined in the Amended 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 a maximum of 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 Amended 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 a maximum of 5.00 to 1.00 as of the last day of at least two consecutive Test Periods (as defined in the Amended Credit Agreement) following the expiration of the first increase; and iii. an Interest Coverage Ratio (as defined in the Amended Credit Agreement) of at least 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 Amended Credit Agreement) is reduced by up to $ 125.0 million of the aggregate amount of unrestricted cash and Permitted Investments (as defined in the Amended Credit Agreement) of the Company and its Restricted Subsidiaries. Other : In 2024, we prepaid an aggregate of $ 230.0 million under the Amended 2027 TLA and, in connection therewith, wrote off $ 2.4 million of unamortized issuance costs. As of August 30, 2024, there was $ 300.0 million of principal amount outstanding under the Amended 2027 TLA, unamortized issuance costs were $ 2.7 million and the effective interest rate was 8.62 %. As of August 30, 2024, there were no amounts outstanding under the 2027 Revolver and unamortized issuance costs were $ 2.2 million. Convertible Senior Notes Repurchase of Convertible Senior Notes On August 6, 2024, we repurchased $ 80.0 million aggregate principal amount of our 2026 Notes for $ 100.6 million cash (including payment for accrued interest) in privately-negotiated transactions. The repurchase was accounted for as debt extinguishment. Accordingly, we recognized a loss in the fourth quarter of 2024, included in other non-operating expense, of $ 20.4 million, consisting of $ 19.7 million premium paid to extinguish the 2026 Notes and $ 0.7 million for the write-off of unamortized issuance costs. 86 Convertible Senior Notes Exchange On January 18, 2023, we entered into separate, privately-negotiated exchange agreements with a limited number of holders of our 2.25 % Convertible Senior Notes due 2026 (the “2026 Notes”) to exchange $ 150.0 million principal amount of the 2026 Notes for (i) $ 150.0 million in aggregate principal amount of new 2.00 % Convertible Senior Notes due 2029 (the “2029 Notes”) and (ii) an aggregate of $ 15.6 million in cash, with such cash payment representing $ 14.1 million of premium paid for the 2026 Notes in excess of par value and $ 1.5 million of accrued and unpaid interest on the 2026 Notes (collectively, the “Exchange Transactions”). The 2029 Notes were issued pursuant to, and are governed by, an indenture (the “2029 Indenture”), dated as of January 23, 2023, between the Company and U.S. Bank Trust Company, National Association, as trustee. Transactions involving contemporaneous exchanges between the same debtor and creditor in connection with the issuance of a new debt obligation and satisfaction of an existing debt obligation are accounted for as debt extinguishments if the debt instruments have substantially different terms. An exchange is deemed to have substantially different terms if: • The present value of the remaining cash flows of the old instrument differs by more than 10% of the present value of the cash flows of the new instrument, or • The change in the fair value of the conversion option immediately before and after the exchange is greater than 10% of the carrying value of the debt instrument immediately prior to the exchange. We concluded that the exchanged 2026 Notes and the 2029 Notes had substantially different terms, and accordingly, we accounted for the Exchange Transactions as the extinguishment of the 2026 Notes and the issuance of the 2029 Notes. As a result, we recognized an extinguishment loss in the second quarter of 2023, included in other non-operating expense, of $ 16.7 million consisting of the premium paid to extinguish the 2026 Notes and $ 2.5 million for the write-off of unamortized issuance costs. 2030 Notes On August 6, 2024 and August 14, 2024, we issued $ 175.0 million and $ 25.0 million aggregate principal amount, respectively, of our 2.00 % Convertible Senior Notes due 2030 (collectively, the “2030 Notes”) pursuant to, and governed by, an indenture (the “2030 Indenture”), dated August 6, 2024, between us and U.S. Bank Trust Company, National Association, as trustee. The 2030 Notes bear interest at a rate of 2.00 % per annum on the principal amount thereof, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2025, to the noteholders of record of the 2030 Notes as of the close of business on the immediately preceding February 1 and August 1, respectively. The 2030 Notes will mature on August 15, 2030 (the “2030 Maturity Date”), unless earlier converted, redeemed or repurchased. The initial conversion rate of the 2030 Notes is 35.7034 ordinary shares per $1,000 principal amount of the 2030 Notes, which represents an initial conversion price of approximately $ 28.01 per ordinary share. The conversion rate is subject to adjustment upon the occurrence of certain specified events as set forth in the 2030 Indenture. Upon conversion, we are required to pay cash in an amount at least equal to the principal portion and have the option to settle any amount in excess of the principal portion in cash and/or ordinary shares. Conversion Rights : Holders of the 2030 Notes may convert them under the following circumstances: i. during any fiscal quarter commencing after the fiscal quarter ended on November 29, 2024 (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, whether or not consecutive, in the 30 consecutive trading days ending on, and including, 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 “2030 Notes Measurement Period”) in which the trading price per $1,000 principal amount of notes for each trading day of the 2030 Notes 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. upon the occurrence of certain corporate events or distributions on our ordinary shares, as provided in the 2030 Indenture; iv. if we call the 2030 Notes for redemption; and 87 v. on or after February 15, 2030 until the close of business on the second scheduled trading day immediately before the 2030 Maturity Date. Cash Redemption at Our Option : We have the right to redeem the 2030 Notes, in whole or in part, at our option at any time, and from time to time, on or after August 20, 2027 and on or before the 31st scheduled trading day immediately before the 2030 Maturity Date, at a cash redemption price equal to the principal amount of the 2030 Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the 2030 Notes are “freely tradable” (as defined in the 2030 Indenture) and all accrued and unpaid additional interest, if any, has been paid in full as of the date we send the related redemption notice, and if the last reported per share sale price of our ordinary shares exceeds 130 % of the conversion price on (i) each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the trading day immediately before the redemption notice date for such redemption and (ii) the trading day immediately before the date we send such notice. In addition, we have the right to redeem all, but not less than all, of the 2030 Notes if certain changes in tax law occur. Calling any 2030 Note for redemption will constitute a make-whole fundamental change with respect to such note, in which case the conversion rate applicable to the conversion of such note will be increased in certain circumstances if it is converted after it is called for redemption. 2029 Notes The 2029 Notes bear interest at a rate of 2.00 % per annum on the principal amount thereof, payable semi-annually in arrears on February 1 and August 1 of each year, beginning on August 1, 2023, to the noteholders of record of the 2029 Notes as of the close of business on the immediately preceding January 15 and July 15, respectively. The 2029 Notes will mature on February 1, 2029 (the “2029 Maturity Date”), unless earlier converted, redeemed or repurchased. The initial conversion rate of the 2029 Notes is 47.1059 ordinary shares per $1,000 principal amount of the 2029 Notes, which represents an initial conversion price of approximately $ 21.23 per ordinary share. The conversion rate is subject to adjustment upon the occurrence of certain specified events as set forth in the 2029 Indenture. Upon conversion, we are required to pay cash in an amount at least equal to the principal portion and have the option to settle any amount in excess of the principal portion in cash and/or ordinary shares. Conversion Rights : Holders of the 2029 Notes may convert them under the following circumstances: i. during any fiscal quarter commencing after the fiscal quarter ended on May 26, 2023 (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 “2029 Notes Measurement Period”) in which the trading price per $1,000 principal amount of notes for each trading day of the 2029 Notes 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. upon the occurrence of certain corporate events or distributions on our ordinary shares, as provided in the 2029 Indenture; iv. if we call the 2029 Notes for redemption; and v. on or after August 1, 2028 until the close of business on the second scheduled trading day immediately before the 2029 Maturity Date. Cash Redemption at Our Option : We have the right to redeem the 2029 Notes, in whole or in part, at our option at any time, and from time to time, on or after February 6, 2026 and on or before the 40th scheduled trading day immediately before the 2029 Maturity Date, at a cash redemption price equal to the principal amount of the 2029 Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported per share sale price of our ordinary shares exceeds 130 % of the conversion price on (i) each of at least 20 trading days during the 30 consecutive trading days ending on, and including, the trading day immediately before the redemption notice date for such redemption and (ii) the trading day immediately before the date we send such notice. In addition, we have the right to redeem all, but not less than all, of the 2029 Notes if certain changes in tax law occur. Calling any 2029 Note for redemption will constitute a make-whole fundamental change with respect to such note, in which case the conversion rate applicable to the conversion of such note will be increased in certain circumstances if it is converted after it is called for redemption. 88 2026 Notes In February 2020, we issued $ 250.0 million in aggregate principal amount of 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 (the “2026 Maturity Date”), unless earlier converted, redeemed or repurchased. The 2026 Notes are governed by an indenture (the “2026 Indenture”) between us and U.S. Bank Trust Company 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 2026 Indenture. On January 18, 2023, we exchanged $ 150.0 million principal amount of 2026 Notes for $ 150.0 million principal amount of new 2029 Notes. As a result, as of August 25, 2023, $ 100.0 million in aggregate principal amount of 2026 Notes were outstanding. On August 6, 2024, we repurchased $ 80.0 million aggregate principal amount of our 2026 Notes for $ 100.6 million cash (including payment for accrued interest) in privately-negotiated transactions. As of August 30, 2024, $ 20.0 million in aggregate principal amount of 2026 Notes were outstanding. See “Repurchase of Convertible Senior Notes” and “Convertible Senior Notes Exchange.” First Supplemental Indenture to Indenture Governing the 2026 Notes : On August 26, 2022, Penguin Solutions entered into the First Supplemental Indenture (the “2026 First Supplemental Indenture”) to the 2026 Indenture governing the 2026 Notes. The 2026 First Supplemental Indenture became effective on August 27, 2022. Pursuant to the 2026 First Supplemental Indenture, Penguin Solutions irrevocably elected (i) to eliminate Penguin Solutions’ option to elect Physical Settlement (as defined in the 2026 Indenture) on any conversion of the 2026 Notes that occurs on or after the date of the 2026 First Supplemental Indenture and (ii) with respect to any Combination Settlement (as defined in the 2026 Indenture) for a conversion of the 2026 Notes, the Specified Dollar Amount (as defined in the 2026 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 conversion, we are required to pay cash in an amount at least equal to the principal portion and have the option to settle any amount in excess of the principal portion in cash and/or ordinary shares. 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 “2026 Notes Measurement Period”) in which the trading price per $1,000 principal amount of notes for each trading day of the 2026 Notes 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. upon the occurrence of certain corporate events or distributions on our ordinary shares, as provided in the 2026 Indenture; iv. if we call the 2026 Notes for redemption: and v. on or after August 15, 2025 until the close of business on the second scheduled trading day immediately before the 2026 Maturity Date. 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, on or after February 21, 2023 and on or before the 40th scheduled trading day immediately before the 2026 Maturity Date, at a cash redemption price equal to the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any. 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 20 trading days during the 30 consecutive trading days ending on, and including, the trading day immediately before the redemption notice date for such redemption. In addition, we have the right to redeem all, but not less than all, of the 2026 Notes if certain changes in tax law occur. Calling any 2026 Note for redemption will constitute a make-whole fundamental change with respect to such note, in which case the conversion rate applicable to the conversion of such note will be increased in certain circumstances if it is converted after it is called for redemption. 89 Ranking Our convertible notes are senior, unsecured obligations of the Company and are equal in right of payment with our existing and future senior, unsecured indebtedness, senior in right of payment to our existing and future indebtedness that is expressly subordinated to the respective notes and effectively subordinated to our existing and future senior, secured indebtedness, to the extent of the value of the collateral securing that indebtedness. Our convertible notes are structurally subordinated to all other existing and future indebtedness and other liabilities, including trade payables and (to the extent the Company is not a holder thereof) preferred equity, if any, of our subsidiaries. Make-Whole Fundamental Change Upon the occurrence of a “make-whole fundamental change” (as defined in each of our convertible note indentures), 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 each of our convertible note indentures), holders of the notes may require us to repurchase their notes at a cash repurchase price equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of fundamental change includes certain business combination transactions and certain de-listing events with respect to our ordinary shares. Convertible Senior Note Interest Unamortized debt issuance costs are amortized over the terms of our 2026 Notes, 2029 Notes and 2030 Notes using the effective interest method. As of August 30, 2024 and August 25, 2023, the effective interest rate for our 2026 Notes was 2.83 %. As of August 30, 2024 and August 25, 2023, the effective interest rate for our 2029 Notes was 2.40 %. As of August 30, 2024, the effective interest rate for our 2030 Notes was 2.65 %. Aggregate interest expense for our convertible notes consisted of contractual stated interest and amortization of issuance costs and included the following: Year ended August 30, 2024 August 25, 2023 August 26, 2022 Contractual stated interest $ 5,470 $ 5,397 $ 5,609 Amortization of debt issuance costs 1,167 1,160 9,031 $ 6,637 $ 6,557 $ 14,640 As of August 26, 2022, the carrying amount of the equity components of the 2026 Notes, which was included in additional paid-in-capital, was $ 50.8 million. As of the beginning of 2023, we adopted ASU 2020-06. In connection therewith, we reclassified $ 32.2 million from additional paid-in-capital to long-term debt and $ 18.6 million from additional paid-in-capital to retained earnings. See “Recently Adopted Accounting Standards.” LED Earnout Note Part of our consideration for the acquisition of the Optimized LED business was the possibility of an earnout payment of up to $ 125.0 million based on the revenue and gross profit performance of the Optimized 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 LED Earnout Note bore interest at LIBOR plus 3.0 %, payable quarterly, and was scheduled to mature on March 27, 2025. In the first quarter of 2023, and substantially simultaneously with entering into the First Amendment, we repaid in full the $ 101.8 million outstanding under the LED Earnout Note. In connection with our prepayment of the LED Earnout Note, we recognized a gain of $ 0.8 million in the first quarter of 2023, which is included in other non-operating income in the accompanying consolidated statements of operations. LED Purchase Price Note In connection with the acquisition of the Optimized LED business, we issued an unsecured promissory note to Cree in the amount of $ 125.0 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. 90 Maturities of Debt As of August 30, 2024, maturities of debt were as follows: 2025 $ — 2026 20,000 2027 300,015 2028 — 2029 150,000 2030 and thereafter 200,000 Less unamortized debt issuance costs ( 12,668 ) $ 657,347 Leases We have operating leases through which we utilize facilities, offices and equipment in our manufacturing operations, research and development activities and selling, general and administrative functions. Sublease income was not significant in any period presented. The components of operating lease expense were as follows: Year ended August 30, 2024 August 25, 2023 August 26, 2022 Fixed lease cost $ 12,894 $ 16,574 $ 12,116 Variable lease cost 1,834 1,386 1,508 Short-term lease cost 2,086 2,266 466 $ 16,814 $ 20,226 $ 14,090 Cash flows used for operating activities included payments for operating leases of $ 9.0 million, $ 7.7 million and $ 9.0 million in 2024, 2023 and 2022, respectively. Acquisitions of right-of-use assets were $ 2.3 million, $ 10.8 million and $ 47.6 million in 2024, 2023 and 2022, respectively. As of August 30, 2024 and August 25, 2023, the weighted-average remaining lease term for our operating leases was 10.1 years and 10.5 years, respectively, and the weighted-average discount rate was 6.1 % and 6.0 %, 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 30, 2024, minimum payments of lease liabilities were as follows: 2025 $ 11,989 2026 10,418 2027 7,985 2028 7,920 2029 8,097 2030 and thereafter 46,321 92,730 Less imputed interest ( 24,192 ) Present value of total lease liabilities $ 68,538 Commitments and Contingencies Commitments As of August 30, 2024, we had commitments of $ 16.2 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. 91 Product Warranty and Indemnities We generally provide a limited warranty that our products are in compliance with applicable specifications existing at the time of delivery. Under our standard terms and conditions of sale, liability for certain failures of product during a stated warranty period is usually limited to repair or replacement of defective items or return of amounts paid for such items. Our warranty obligations are not material. We are party to a number of agreements in which we have agreed to defend, indemnify and hold harmless our customers and suppliers from damages and costs, which may arise from product defects as well as from any alleged infringement by our products of third-party patents, trademarks or other proprietary rights. We believe our internal development processes and other policies and practices limit our exposure related to such indemnities. Maximum potential future payments cannot be estimated because many of these agreements do not have a maximum stated liability. However, to date, we have not had to reimburse any of our customers or suppliers for any significant losses related to these indemnities. We have not recorded any liability for such indemnities. Contingencies From time to time, we may be involved in legal matters that arise in the normal course of business. Litigation in general, and intellectual property, employment and shareholder litigation in particular, can be expensive and disruptive to normal business operations. Moreover, the results of complex legal proceedings are difficult to predict. We regularly review contingencies to determine whether the likelihood of loss has changed and to assess whether a reasonable estimate of the loss or range of loss can be made. Equity Penguin Solutions 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 each 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 $ 75.0 million share repurchase authorization (the “Initial Authorization”), under which we may repurchase our outstanding ordinary shares from time to time through open market repurchases, privately-negotiated transactions or otherwise. On January 8, 2024, the Audit Committee of the Board of Directors approved an additional $ 75.0 million share repurchase authorization (the “Additional Authorization,” and together with the Initial Authorization, the “Current Authorization”). The Current Authorization has no expiration date but may be suspended or terminated by the Board of Directors at any time. In 2024, 2023 and 2022, we repurchased 0.9 million, 0.5 million and 2.6 million shares, respectively, for $ 13.9 million, $ 8.4 million and $ 50.0 million, respectively, under the Current Authorization. As of August 30, 2024, an aggregate of $ 77.7 million remained available for the repurchase of our ordinary shares under the Current Authorization. Certain of our agreements, including the Amended Credit Agreement and the Certificate of Designation, contain restrictions that limit our ability to repurchase our ordinary shares. Other Share Repurchases Ordinary shares withheld as payment of withholding taxes and exercise prices in connection with the vesting or exercise of equity awards are treated as ordinary share repurchases. In 2024, 2023 and 2022, we repurchased 377 thousand, 506 thousand and 240 thousand ordinary shares as payment of withholding taxes for $ 7.4 million, $ 10.9 million and $ 7.2 million, respectively. In connection with the Exchange Transactions in the second quarter of 2023, we repurchased 326 thousand ordinary shares for $ 5.4 million. See “Debt – Convertible Senior Notes – Convertible Senior Notes Exchange.” 92 Capped Calls In connection with our convertible notes, we have entered into privately-negotiated capped call transactions, which are intended to reduce the effect of potential dilution upon conversion of our convertible notes. The capped calls provide for our receipt of cash or shares, at our election, from counterparties if the trading price of our ordinary shares is above the strike price on the expiration date. The capped calls are subject to anti-dilution adjustments substantially similar to those applicable to the corresponding convertible notes. The cost of capped calls, which are considered capital transactions, were recognized as decreases to additional paid-in capital. Capped calls are separate transactions, each between the Company and the counterparties to the various capped calls, and are not part of the terms of any of the convertible notes and do not affect any holder’s rights under the convertible notes or related indentures. Holders of any of the convertible notes do not have any rights with respect to any of the capped calls. As of August 30, 2024, the dollar value of cash or ordinary shares that we would receive from our outstanding capped calls upon their expiration dates range from $ 0 , if the trading price of our ordinary shares is at or below the strike prices for each of the capped calls at expiration, to $ 158.4 million, if the trading price of our ordinary shares is at or above the cap prices for each of the capped calls. Settlement of a capped call prior to its expiration date may be for an amount different than the value at expiration. The following table presents information related to outstanding capped calls as of August 30, 2024: Expiration Date Strike Price Cap Price Shares Maximum Value at Expiration 2026 Capped Calls February 15, 2026 $ 20.3044 $ 27.0725 4,925 $ 33,333 2029 Capped Calls February 1, 2029 $ 21.2288 $ 29.1375 7,066 55,882 2030 Capped Calls August 15, 2030 $ 28.0085 $ 37.7038 7,141 69,231 19,132 $ 158,446 As part of the Exchange Transactions, we settled a portion of the 2026 Capped Calls in a notional amount of $ 150.0 million, equal to the amount of the 2026 Notes exchanged. In connection therewith, we received cash of $ 10.8 million, which was recognized as an increase in additional paid-in capital in the second quarter of 2023. Accumulated Other Comprehensive Income (Loss) Changes in accumulated other comprehensive income (loss) by component for 2024 were as follows: Cumulative Translation Adjustment Gains (Losses) on Investments Total As of August 25, 2023 $ ( 205,969 ) $ 5 $ ( 205,964 ) Other comprehensive income (loss) before reclassifications ( 6,352 ) 5 ( 6,347 ) Reclassifications out of accumulated other comprehensive income 212,321 — 212,321 Other comprehensive income (loss) 205,969 5 205,974 As of August 30, 2024 $ — $ 10 $ 10 In connection with our divestiture of an 81 % interest in SMART Brazil, we reclassified $ 212.4 million of cumulative translation adjustment related to SMART Brazil from other accumulated comprehensive income to results of operations in the first quarter of 2024. See “Divestiture of SMART Brazil.” Noncontrolling Interest in Subsidiary We have a 51 % ownership interest in Cree Venture LED Company Limited (“Cree Joint Venture”), with the remaining 49 % ownership interest held by San’an Optoelectronics Co., Ltd (“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. 93 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 Optimized LED 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. Cash and other assets of the Cree Joint Venture are generally not available for use by us in our other operations. Fair Value Measurements August 30, 2024 August 25, 2023 As of Fair Value Carrying Value Fair Value Carrying Value Assets: Derivative financial instruments $ 3,929 $ 3,929 $ — $ — Liabilities: Amended 2027 TLA $ 300,015 $ 297,297 $ 551,648 $ 544,943 2030 Notes 199,160 192,778 — — 2029 Notes 178,760 147,439 195,426 146,886 2026 Notes 23,918 19,833 131,864 98,609 Acquisition-related contingent consideration — — 50,000 50,000 The deferred cash adjustment resulting from the divestiture of an 81 % interest in SMART Brazil is accounted for as a derivative financial instrument and is revalued at the end of each reporting period. The asset’s fair value, as measured on a recurring basis, was based on Level 2 measurements, including market-based observable inputs of interest rates and credit-risk spreads. The fair value of the Amended 2027 TLA, as measured on a non-recurring basis, was 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. The fair values of our convertible notes, as measured on a non-recurring basis, were determined based on Level 2 measurements, including the trading prices of the notes. Acquisition-related contingent consideration in the table above related to our acquisition of Stratus Technologies. The fair value as of August 25, 2023 was based on the gross profit performance of Stratus Technologies during the first full 12 fiscal months following the closing of the acquisition. Equity Plans Our Amended and Restated 2017 Share Incentive Plan (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 share awards (“PRSAs”) and performance-based restricted share units (“PSUs”). As of August 30, 2024, 4.5 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 “Penguin Solutions 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 30, 2024, 1.7 million of our ordinary shares were available for issuance under the Inducement Plan. 94 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 30, 2024, 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. The disclosures related to our restricted awards, share options and employee share purchase plan include both our continuing and discontinued operations. Restricted Share Awards and Restricted Share Units Awards (“Restricted Awards”) Shares Weighted- Average Grant Date Fair Value Per Share Aggregate Intrinsic Value Outstanding as of August 25, 2023 4,905 $ 19.53 $ 117,327 Granted 2,085 $ 22.96 Vested ( 1,895 ) $ 19.10 Forfeited and cancelled ( 896 ) $ 20.98 Outstanding as of August 30, 2024 4,199 $ 21.12 $ 87,006 Restricted Award activity was as follows: Year ended August 30, 2024 August 25, 2023 August 26, 2022 Awards granted 2,085 2,579 1,642 Weighted-average grant date fair value per share $ 22.96 $ 17.77 $ 25.73 Aggregate vesting date fair value of shares vested $ 36,286 $ 31,686 $ 49,821 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. As of August 30, 2024, total unrecognized compensation costs for unvested Restricted Awards was $ 72.8 million, which was expected to be recognized over a weighted-average period of 2.3 years. Share Options As of August 30, 2024, there were 0.7 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 $ 2.6 million, $ 19.9 million and $ 6.3 million in 2024, 2023 and 2022, respectively. 95 Shares Weighted- Average Exercise Price Per Share Weighted- Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding as of August 25, 2023 974 $ 12.55 5.27 $ 11,077 Granted — $ — Exercised ( 246 ) $ 12.10 Forfeited and cancelled ( 4 ) $ 9.04 Outstanding as of August 30, 2024 724 $ 12.72 4.33 $ 5,911 Exercisable as of August 30, 2024 714 $ 12.71 4.30 $ 5,836 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 30, 2024, total aggregate unrecognized compensation costs for unvested options was $ 0.1 million, which was expected to be recognized over a weighted-average period of 0.1 years. Employee Share Purchase Plan The purchase price of shares under our ESPP is equal to 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 584 thousand ordinary shares for $ 6.8 million in 2024, 602 thousand shares for $ 6.6 million in 2023 and 307 thousand shares for $ 6.5 million in 2022. Share-Based Compensation Expense Share-based compensation expense for our continuing operations was as follows: Year ended August 30, 2024 August 25, 2023 August 26, 2022 Share-based compensation expense by caption: Cost of sales $ 7,113 $ 6,334 $ 6,296 Research and development 7,120 6,016 5,868 Selling, general and administrative 28,927 26,878 25,120 $ 43,160 $ 39,228 $ 37,284 Income tax benefits for share-based awards were $ 6.6 million, $ 6.7 million and de minimis in 2024, 2023 and 2022, respectively. 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 $ 3.9 million, $ 4.6 million and $ 4.4 million in 2024, 2023 and 2022, respectively. 96 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 We provide certain services on an agent basis, whereby we procure product, materials and services on behalf of our customers and then resell such product, materials or services to our customers. As a result, we recognize only the amount related to the agent component as revenue in our results of operations. The cost of products, materials and services invoiced to our customers under these arrangements, but not recognized as revenue or cost of sales in our results of operations, were as follows: Year ended August 30, 2024 August 25, 2023 August 26, 2022 Cost of materials and services invoiced in connection with logistics services $ 518,685 $ 765,796 $ 1,601,289 Customer Contract Balances As of August 30, 2024 August 25, 2023 Contract assets (1) $ 1,801 $ — Contract liabilities: (2) Deferred revenue $ 76,178 $ 69,326 Customer advances 6,036 5,565 $ 82,214 $ 74,891 (1) Contract assets are included in other current and noncurrent assets. (2) Contract liabilities are included in other current and noncurrent liabilities based on the timing of when our customers are expected to take control of the asset or receive the benefit of the service. Contract assets represent amounts recognized as revenue for which we do not have the unconditional right to consideration. Deferred revenue represents amounts received from customers in advance of satisfying performance obligations. As of August 30, 2024, we expect to recognize revenue of $ 64.0 million of the balance of $ 76.2 million in the next 12 months and the remaining amount thereafter. In 2024, we recognized revenue of $ 51.7 million from satisfying performance obligations related to amounts included in deferred revenue as of August 25, 2023. In addition, as of August 30, 2024, other current liabilities included $ 15.9 million that is not included in the above remaining performance obligations. While this liability relates to amounts received from customers in connection with arrangements that are cancellable at the customer’s discretion, we have not had to refund any such amounts to our customers in the periods presented. Customer advances represent amounts received from customers for advance payments to secure product. In 2024, we recognized revenue of $ 1.5 million from satisfying performance obligations related to amounts included in customer advances as of August 25, 2023. As of August 30, 2024 and August 25, 2023, other current liabilities included $ 12.2 million and $ 12.5 million, respectively, for estimates of consideration payable to customers, including estimates for pricing adjustments and returns. Other Operating (Income) Expense In 2024 and 2023, we initiated plans that included workforce reductions and the elimination of certain projects across our businesses. In connection therewith, we recorded restructure charges of $ 7.1 million and $ 7.0 million in 2024 and 2023, respectively, primarily for employee severance costs and other benefits. We anticipate that 97 these activities will continue into future quarters and anticipate recording additional restructure charges. As of August 30, 2024, $ 0.8 million remained unpaid, which is expected to be paid in 2025. Other Non-operating (Income) Expense Year ended August 30, 2024 August 25, 2023 August 26, 2022 Loss on extinguishment or prepayment of debt $ 22,763 $ 15,924 $ 653 Loss (gain) on disposition of assets 179 ( 2,986 ) 213 Other ( 1,858 ) ( 1,101 ) ( 516 ) $ 21,084 $ 11,837 $ 350 Income Taxes Income (loss) before provision for income taxes consisted of the following: Year ended August 30, 2024 August 25, 2023 August 26, 2022 Income (loss) before income taxes: U.S. $ 38,246 $ 20,118 $ 12,405 Non-U.S. ( 69,413 ) ( 59,631 ) 30,076 $ ( 31,167 ) $ ( 39,513 ) $ 42,481 Income tax provision (benefit) consisted of the following: Year ended August 30, 2024 August 25, 2023 August 26, 2022 Income tax provision (benefit): Current: Federal $ 10,930 $ 3,253 $ 1,100 State 1,821 2,417 1,772 Foreign 9,253 8,418 15,213 22,004 14,088 18,085 Deferred: Federal ( 6,815 ) ( 51,540 ) 259 State 540 ( 6,998 ) 43 Foreign ( 5,111 ) ( 4,753 ) ( 313 ) ( 11,386 ) ( 63,291 ) ( 11 ) Income tax provision (benefit) $ 10,618 $ ( 49,203 ) $ 18,074 98 In applying the statutory tax rate in the effective income tax rate reconciliation below, 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 ended August 30, 2024 August 25, 2023 August 26, 2022 Statutory tax rate $ ( 6,545 ) 21.0 % $ ( 8,298 ) 21.0 % $ 8,921 21.0 % Foreign income taxes at different rates 15,870 ( 50.9 ) % 16,992 ( 43.0 ) % 3,887 9.1 % State income tax, net of federal benefit 2,278 ( 7.3 ) % 2,793 ( 7.1 ) % 1,693 4.0 % Goodwill impairment — — % 2,876 ( 7.3 ) % — — % Tax on uncertain tax positions ( 3,825 ) 12.3 % 5,679 ( 14.4 ) % 95 0.2 % Share-based compensation ( 100 ) 0.3 % ( 538 ) 1.4 % ( 2,681 ) ( 6.3 ) % Change in valuation allowance 1,111 ( 3.6 ) % ( 69,789 ) 176.6 % 3,113 7.3 % Non-deductible expenses (non-taxable income) 1,053 ( 3.4 ) % 2,151 ( 5.4 ) % 3,422 8.1 % Foreign withholding tax 4,548 ( 14.6 ) % 3,371 ( 8.5 ) % 2,368 5.6 % Tax credits ( 3,337 ) 10.7 % ( 4,339 ) 11.0 % ( 2,908 ) ( 6.8 ) % Other ( 435 ) 1.4 % ( 101 ) 0.2 % 164 0.3 % Effective tax rate $ 10,618 ( 34.1 ) % $ ( 49,203 ) 124.5 % $ 18,074 42.5 % For 2024, the primary difference between the U.S. federal statutory tax rate and the effective tax rate was due to losses in jurisdictions where no tax benefit can be recognized, non-deductible expenses and foreign withholding taxes, partially offset by benefits from decreases in reserves for uncertain tax provisions and U.S. federal and state tax credits. 99 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. Deferred tax assets and liabilities consisted of the following: As of August 30, 2024 August 25, 2023 Deferred tax assets: Accruals and allowances $ 13,868 $ 15,063 Deferred revenue 1,838 1,913 Share-based compensation 3,027 3,159 Research and other tax credit carryforwards 4,762 5,759 Capitalized research and development 22,059 12,588 Operating lease liabilities 15,199 17,671 Tax amortizable goodwill 14,097 16,040 Interest carryforward 21,873 22,355 Intangible assets 5,039 — Loss carryforwards 11,908 10,474 Gross deferred tax assets 113,670 105,022 Valuation allowance ( 3,774 ) ( 2,663 ) Net deferred tax assets 109,896 102,359 Deferred tax liabilities: Operating right-of-use assets 13,306 15,650 Property and equipment 10,717 11,846 Brazil capital gains tax 4,138 — Intangible assets — 417 Other liabilities 1,143 1,152 Gross deferred tax liabilities 29,304 29,065 Net deferred tax assets $ 80,592 $ 73,294 Reported as: Deferred tax assets $ 85,078 $ 74,085 Deferred tax liabilities (included in other noncurrent liabilities) ( 4,486 ) ( 791 ) Net deferred tax assets $ 80,592 $ 73,294 We assess positive and negative evidence for each jurisdiction to determine whether it is more likely than not existing deferred tax assets will be realized. In 2024, we recorded $ 1.2 million of valuation allowance on certain U.S. federal tax credits due to uncertainty regarding the realizability of these deferred tax assets. We have a valuation allowance against certain acquired state tax attributes due to expected annual limitations on utilization. We will continue to monitor the need for a valuation allowance against our remaining deferred tax assets. As of August 30, 2024, we had U.S. federal and state net operating loss carryforwards of $ 27.9 million and $ 41.0 million, respectively. If not utilized, the federal net operating loss carryforwards will begin to expire in 2025. State net operating loss carryforwards of $ 40.8 million will begin to expire in 2029, while the remaining state net operating loss carryforwards do not expire. In addition, we had U.S. federal and state research and development credit carryforwards of $ 8.5 million and $ 6.1 million, respectively, and $ 1.2 million of foreign tax credit carryforwards. If not utilized, the federal research and foreign tax credits will begin to expire in 2031 and 2032, respectively. If not utilized, $ 2.1 million of state credits will begin to expire in 2029, while $ 4.0 million of state credits do not expire. In addition, we had Section 163(j) interest expense carryforwards of $ 100.0 million from the acquisition of Stratus Technologies which do not expire. Net operating loss carryforwards in Hong Kong of $ 33.9 million do not expire. Federal and state tax attributes can be subject to an annual limitation under the provisions of Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), and state tax laws. Further, under Section 382 of the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards to offset its post-change taxable income may be limited. In general, an “ownership change” will occur if there is a cumulative change in our ownership by certain “5-percent shareholders” (including 100 groups of shareholders) that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. Our net operating loss, tax credit and section 163(j) interest expense carryforwards are subject to limitations per Sections 382 and 383 of the Code. We have experienced ownership changes in the past, and we may experience ownership changes in the future, as a result of future transactions in our ordinary shares, some changes of which may be outside of our control. As a result, our ability to use our pre-change net operating loss, tax credit and section 163(j) interest expense carryforwards to offset post-change U.S. federal and state taxable income may be subject to additional limitations. Legislation enacted in 2017, titled the Tax Cuts and Jobs Act (“Tax Act”), as modified in 2020 by the Coronavirus Aid, Relief, and the Economic Security Act (“CARES Act”), changed the federal rules governing net operating loss carryforwards. For net operating loss carryforwards arising in tax years beginning after December 31, 2017, the Tax Act limits a taxpayer’s ability to utilize such carryforwards to 80% of taxable income beginning after December 31, 2020. In addition, net operating loss carryforwards arising in tax years ending after December 31, 2017 can be carried forward indefinitely, but carryback is generally prohibited, with the exception of carrybacks reinstated by the CARES Act. Net operating loss carryforwards generated before January 1, 2018 are not subject to the Tax Act’s taxable income limitation and will continue to have a 20-year carryforward period. Nevertheless, our net operating loss carryforwards and other tax assets could expire before utilization and could be subject to limitations. Activity related to our deferred tax valuation allowance was as follows: Year ended August 30, 2024 August 25, 2023 August 26, 2022 Balance at beginning of period $ 2,663 $ 52,267 $ 49,154 Charged (credited) to operations 1,111 ( 69,789 ) 3,113 Charged to other accounts (1) — ( 4,073 ) — Business acquisitions — 24,258 — Balance at end of period $ 3,774 $ 2,663 $ 52,267 (1) In the period ended August 25, 2023, SMART Embedded Computing B.V. entered liquidation, resulting in the existing Netherlands NOL carryforwards being considered to have a remote likelihood of being utilized. Accordingly, a deferred tax asset of $ 4.1 million was written off and the related valuation allowance released. We choose to maintain flexibility to pull excess cash from all jurisdictions where needed, except the U.S. group, to manage debt balances. 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, which is primarily related to foreign withholding taxes which are not individually or cumulatively significant. We have operations in Malaysia, where we have tax incentive arrangements for our pioneer status activities and our global supply chain operations. The statutory rate for Malaysia is 24%. These arrangements are scheduled to expire in August 2028 and are subject to certain conditions, with which we have partially complied with in 2024 and fully complied with in 2023 and 2022. The effect of the tax incentive arrangements noted above reduced our income tax provision by $ 1.2 million ($ 0.02 per diluted share) in 2024, $ 10.4 million ($ 0.20 per diluted share) in 2023 and $ 10.0 million ($ 0.18 per diluted share) in 2022. Below is a reconciliation of our unrecognized tax benefits: Year ended August 30, 2024 August 25, 2023 August 26, 2022 Beginning unrecognized tax benefits $ 25,603 $ 18,920 $ 17,454 Acquired balances — 871 — Increases related to prior year tax provisions 129 6,271 — Increases related to current year tax provisions 1,099 4,248 1,678 Decreases related to prior year tax provisions ( 5,348 ) ( 3,468 ) ( 212 ) Lapse of statute of limitation ( 55 ) ( 1,239 ) — Ending unrecognized tax benefits $ 21,428 $ 25,603 $ 18,920 101 As of August 30, 2024 and August 25, 2023, the total amount of unrecognized tax benefits that would affect our effective tax rate, if recognized, was $ 18.7 million and $ 23.0 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 2023. In addition, tax returns that remain open to examination in non-U.S. subsidiaries, including Malaysia, Luxembourg, Ireland, 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. Earnings Per Share Year ended August 30, 2024 August 25, 2023 August 26, 2022 Net income (loss) from continuing operations $ ( 44,324 ) $ 7,858 $ 22,372 Net income (loss) from discontinued operations ( 8,148 ) ( 195,384 ) 44,185 Net income (loss) attributable to Penguin Solutions – Basic and Diluted $ ( 52,472 ) $ ( 187,526 ) $ 66,557 Weighted-average shares outstanding – Basic 52,428 49,566 49,467 Dilutive effect of equity plans and convertible notes — 1,756 4,976 Weighted-average shares outstanding – Diluted 52,428 51,322 54,443 Basic earnings (loss) per share: Continuing operations $ ( 0.85 ) $ 0.16 $ 0.45 Discontinued operations ( 0.15 ) ( 3.94 ) 0.90 $ ( 1.00 ) $ ( 3.78 ) $ 1.35 Diluted earnings (loss) per share: Continuing operations $ ( 0.85 ) $ 0.15 $ 0.41 Discontinued operations ( 0.15 ) ( 3.80 ) 0.81 $ ( 1.00 ) $ ( 3.65 ) $ 1.22 Unweighted antidilutive employee share-based awards excluded from the computation of diluted earnings per share 5,184 2,238 329 Upon any conversion of our convertible notes, we will be required to pay cash in an amount at least equal to the principal portion and have the option to settle any amount in excess of the principal portion in cash and/or ordinary shares. As a result, only the amounts expected to be settled in excess of the principal portion are considered in calculating diluted earnings per share under the if-converted method. 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: • Advanced Computing : Our Advanced Computing group, under our Penguin Computing and Stratus brands, offers specialized platform solutions and services for high-performance computing, artificial intelligence, machine learning, advanced modeling and the internet of things that span the continuum of edge, core and cloud. Our solutions are designed specifically for customers across multiple markets, including hyperscale, financial services, energy, government, education, healthcare and others. 102 • Integrated Memory : Our Integrated Memory group, under our SMART Modular Technologies brand, provides high-performance and reliable integrated memory solutions through the design, development and advanced packaging of leading-edge to extended lifecycle products. These specialty products are tailored to meet customer-specific requirements across networking and communications, enterprise storage and computing, including server applications and other vertical markets. These products are marketed to original equipment manufacturers and to commercial and government customers. The Integrated Memory 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. • Optimized LED : Our Optimized LED group, under our Cree LED brand, offers a broad portfolio of application-optimized LEDs focused on improving lumen density, intensity, efficacy, optical control and/or reliability. Backed by expert design assistance and superior sales support, our LED products enable our customers to develop and market LED-based products for general lighting, video displays and specialty lighting applications. Segments are determined based on sources of revenue, types of customers and operating performance. There are no differences between the accounting policies for our segment reporting and our consolidated results of operations. Operating expenses directly associated with the activities of a specific segment are charged to that segment. Certain other indirect operating income and expenses are generally allocated to segments based on their respective percentage of net sales. We do not identify (other than goodwill) or report internally our assets nor allocate certain expenses and amortization, interest, other non-operating (income) expense or taxes to segments. Year ended August 30, 2024 August 25, 2023 August 26, 2022 Net sales: Advanced Computing $ 554,552 $ 749,708 $ 440,986 Integrated Memory 356,426 443,264 551,705 Optimized LED 259,818 248,278 403,185 Total net sales $ 1,170,796 $ 1,441,250 $ 1,395,876 Segment operating income: Advanced Computing $ 95,291 $ 110,975 $ 49,450 Integrated Memory 22,413 73,639 78,869 Optimized LED 2,553 ( 4,820 ) 49,142 Total segment operating income 120,257 179,794 177,461 Unallocated: Share-based compensation expense ( 43,160 ) ( 39,228 ) ( 37,284 ) Amortization of acquisition-related intangibles ( 39,272 ) ( 44,601 ) ( 23,729 ) Flow through of inventory step up — ( 2,599 ) — Cost of sales-related restructure ( 2,136 ) ( 6,813 ) — Diligence, acquisition and integration expense ( 8,772 ) ( 20,869 ) ( 7,090 ) Impairment of goodwill — ( 19,092 ) — Change in fair value of contingent consideration — ( 29,000 ) ( 41,324 ) Restructure charge ( 7,064 ) ( 7,047 ) ( 234 ) Other ( 1,558 ) ( 1,800 ) ( 624 ) Total unallocated ( 101,962 ) ( 171,049 ) ( 110,285 ) Consolidated operating income (loss) $ 18,295 $ 8,745 $ 67,176 103 Depreciation included in segment operating income was as follows: Year ended August 30, 2024 August 25, 2023 August 26, 2022 Advanced Computing $ 9,495 $ 9,196 $ 4,664 Integrated Memory 3,873 3,891 5,468 Optimized LED 12,352 13,411 12,736 $ 25,720 $ 26,498 $ 22,868 Concentrations Our concentrations of credit risk consists principally of cash and cash equivalents, investments 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 were 58 %, 60 % and 62 % of total net sales in each of 2024, 2023 and 2022, respectively. As of August 30, 2024, one Advanced Computing customer and one Integrated Memory customer each accounted for more than 10% 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 an Advanced Computing customer were 18 %, 23 % and 20 % of total net sales in 2024, 2023 and 2022, respectively. Additionally, net sales to another Advanced Computing customer were 11 % of total net sales in 2022. Net sales to an Integrated Memory customer were 11 % of total net sales in 2022. No other customers accounted for more than 10% of our total net sales in 2024, 2023 and 2022. We rely on a limited number of suppliers for a significant portion of our raw materials. Purchases from our two largest suppliers were $ 0.4 billion, $ 0.5 billion and $ 0.9 billion in each of 2024, 2023 and 2022, respectively. As of August 30, 2024 and August 25, 2023, accounts payable and accrued expenses included $ 63.4 million and $ 24.0 million, respectively, for amounts owed to our two largest suppliers in each of 2024 and 2023. Geographic Information Net sales by geographic area, based on customer ship-to location, were as follows: Year ended August 30, 2024 August 25, 2023 August 26, 2022 United States $ 672,751 $ 877,416 $ 705,404 China 190,654 192,104 309,175 Europe 114,298 114,118 116,278 Other 193,093 257,612 265,019 $ 1,170,796 $ 1,441,250 $ 1,395,876 Long-lived assets, including property and equipment and right-of-use assets, by geographic area were as follows: As of August 30, 2024 August 25, 2023 United States $ 116,901 $ 127,535 China 37,229 42,331 Malaysia 8,660 10,324 Other 4,107 6,988 $ 166,897 $ 187,178 104 Quarterly Financial Data (Unaudited) The table below sets forth selected quarterly financial data from our continuing operations: Q4 FY24 Q3 FY24 Q2 FY24 Q1 FY24 Q4 FY23 Q3 FY23 Q2 FY23 Q1 FY23 Net sales $ 311,148 $ 300,580 $ 284,821 $ 274,247 $ 316,658 $ 344,418 $ 388,377 $ 391,797 Gross profit 87,086 88,906 81,934 82,850 91,585 100,480 111,008 112,098 Operating income (loss) 8,791 11,511 ( 3,312 ) 1,305 ( 1,639 ) ( 2,386 ) ( 2,077 ) 14,847 Net income (loss) attributable to Penguin Solutions ( 24,547 ) 5,616 ( 13,620 ) ( 11,773 ) 64,841 ( 19,648 ) ( 33,396 ) ( 3,939 ) Earnings (loss) per share: Basic $ ( 0.46 ) $ 0.11 $ ( 0.26 ) $ ( 0.23 ) $ 1.28 $ ( 0.40 ) $ ( 0.68 ) $ ( 0.08 ) Diluted $ ( 0.46 ) $ 0.10 $ ( 0.26 ) $ ( 0.23 ) $ 1.17 $ ( 0.40 ) $ ( 0.68 ) $ ( 0.08 ) Shares used in per share calculations: Basic 53,071 52,570 52,031 52,068 50,807 49,380 49,116 48,962 Diluted 53,071 54,283 52,031 52,068 55,523 49,380 49,116 48,962 105 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Penguin Solutions, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Penguin Solutions, Inc. (formerly SMART Global Holdings, Inc.) and subsidiaries (the “Company”) as of August 30, 2024 and August 25, 2023, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for each of the three years in the period ended August 30, 2024, and the related notes, (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of August 30, 2024 and August 25, 2023, and the results of its operations and its cash flows for each of the three years in the period ended August 30, 2024, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of August 30, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated October 24, 2024, expressed an unqualified opinion on the Company’s internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Revenue Recognition — Refer to the Significant Accounting Policies and Revenue and Customer Contract Balances notes to the financial statements Critical Audit Matter Description The Company had $1.17 billion of revenue for the year ended August 30, 2024 of which $555 million related to the Advanced Computing segment. A portion of the Company’s revenue is derived from the sale of customized products. The Company recognizes revenue when control of the underlying assets passes to the customer, which is 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 the Company has a present right to 106 payment. Under the terms of these arrangements, the Company cannot repurpose products without the customer’s consent and accordingly, the Company recognizes revenue at the point in time when products are completed and made available to the customer. A portion of the Company’s service revenue is from professional services, including installation and other services as well as hardware and software related support. Each contract may contain multiple performance obligations, which requires the transaction price to be allocated to each performance obligation. The Company allocates the consideration to each performance obligation based on the relative selling price, determined as the best estimate of the price at which the Company would transact if it sold the deliverable regularly on a stand-alone basis. We identified both the evaluation of performance obligations and the determination of the timing of recognition as performance obligations are satisfied in certain contracts within the Advanced Computing segment to be a critical audit matter. This required a high degree of auditor judgment and an increased extent of audit effort. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the Company’s identification of performance obligations and the recognition of revenue as performance obligations are satisfied for the Advanced Computing segment included the following, among others: – We tested the effectiveness of internal controls related to revenue for the Advanced Computing segment including those related to the identification of the performance obligations and the recognition of revenue as performance obligations were satisfied. – We evaluated management’s significant accounting policies related to revenue recognition for compliance with generally accepted accounting principles. – We selected a sample of contract documents for customers in the Advanced Computing segment and performed the following procedures: • Obtained and read the arrangement with the customer for each selection, including the contract, amendments, purchase order, and other documents (together the “contractual documents”) that were part of the arrangement, each as applicable. • Held inquiries with management outside of accounting, as needed, to identify the performance obligations in the contract and assist in evaluating when performance obligations are satisfied. • Assessed the terms and conditions in the contractual documents and evaluated the appropriateness of management’s application of their accounting policies in the evaluation of performance obligations and the recognition of revenue as performance obligations are satisfied. /s/ DELOITTE & TOUCHE LLP San Jose, California October 24, 2024 We have served as the Company’s auditor since 2014. 107 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None.