SEC Comment Letter for Penguin Solutions, Inc. (PENG) (CIK 0001616533) (PENG) — Apr 19, 2017
Penguin Solutions, Inc. (PENG) (CIK 0001616533)
Date: April 19, 2017 · CIK: 0001616533 · Accession: 0000000000-17-013518
AI Filing Summary & Sentiment
Reasoning
Letter
Mail Stop 3030 April 19 , 2017 Via E -mail Iain MacKenzie President and Chief Executive Officer SMART Global Holdings, Inc. 39870 Eureka Drive Newark, CA 94560
Re: SMART Global Holdings, Inc. Amendment No. 5 to Draft Registration Statement on Form S -1 Submitted April 10, 2017 CIK No. 0001616533
Dear Mr. MacKenzie:
We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our March 30, 2017 letter .
Summary Consolidated Fin ancial Data and Other Information, page 8
1. We note your response to comment 7 and that these “other adjustments” include a number of one -time expenses. Please update your disclosures to quantify the amount of each one -time expense in each fiscal year presented. In this regard, please discuss why you believ e these are one -time expenses.
Iain MacKenzie SMART Global Holdings, Inc. April 19, 2017 Page 2
Management’s Discussion And Analysis Of Financial Condition And Results Of Operations
Critical Accounting Policies
Stock -Based Compensation, page 76
2. We note that i n determining the fair value of your common stock you utilized the income, guideline and transaction approaches based upon your expected future cash flows and applied a discount for lack of marketability. Please progressively bridge for us the fair value per share determinations used for each option grant during the six months ended February 24, 2017 and subsequent to February 24, 2017 to the current estimated IPO price per share. We will delay our assessment of your response pending inclusion of the estimated IPO price in the filing.
You may contact Tara Harkins at (202) 551 -3639 or Lynn Dicker, Senior Accountant, at (202) 551 -3616 if you have questions regarding comments on the financial statements and related matters. Please contact Tim Buchmiller, Se nior Attorney, at (202) 551 -3635 with any other questions.
Sincerely,
/s/ Tim Buchmiller for
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Mail Stop 3030 April 19 , 2017 Via E -mail Iain MacKenzie President and Chief Executive Officer SMART Global Holdings, Inc. 39870 Eureka Drive Newark, CA 94560 Re: SMART Global Holdings, Inc. Amendment No. 5 to Draft Registration Statement on Form S -1 Submitted April 10, 2017 CIK No. 0001616533 Dear Mr. MacKenzie: We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our March 30, 2017 letter . Summary Consolidated Fin ancial Data and Other Information, page 8 1. We note your response to comment 7 and that these “other adjustments” include a number of one -time expenses. Please update your disclosures to quantify the amount of each one -time expense in each fiscal year presented. In this regard, please discuss why you believ e these are one -time expenses. Iain MacKenzie SMART Global Holdings, Inc. April 19, 2017 Page 2 Management’s Discussion And Analysis Of Financial Condition And Results Of Operations Critical Accounting Policies Stock -Based Compensation, page 76 2. We note that i n determining the fair value of your common stock you utilized the income, guideline and transaction approaches based upon your expected future cash flows and applied a discount for lack of marketability. Please progressively bridge for us the fair value per share determinations used for each option grant during the six months ended February 24, 2017 and subsequent to February 24, 2017 to the current estimated IPO price per share. We will delay our assessment of your response pending inclusion of the estimated IPO price in the filing. You may contact Tara Harkins at (202) 551 -3639 or Lynn Dicker, Senior Accountant, at (202) 551 -3616 if you have questions regarding comments on the financial statements and related matters. Please contact Tim Buchmiller, Se nior Attorney, at (202) 551 -3635 with any other questions. Sincerely, /s/ Tim Buchmiller for Amanda Ravitz Assistant Director Office of Electronics and Machinery cc: Alan F. Denenberg, Esq. Davis Polk & Wardwell LLP