June 13, 2019
VIA EDGAR
Mr. Eric Atallah
Division of Corporation Finance
U.S. Securities and Exchange Commission
Washington, D.C. 20549
| RE: | SMART Global Holdings, Inc. |
| Form 10-K for the Fiscal Year Ended August 31, 2018 | |
| Filed October 30, 2018 | |
| Form 10-Q for the Quarterly Period Ended March 1, 2019 | |
| Filed March 28, 2019 | |
| File No. 001-38102 |
Dear Mr. Atallah
We are writing in response to the comments of the staff of the Securities and Exchange Commission (the “Staff”), dated June 7, 2019, regarding the above noted filings of SMART Global Holdings, Inc. (the “Company”) and the Company’s response dated May 15, 2019. We understand that the review and comment process is designed to assist us in ensuring our compliance with applicable disclosure requirements and to enhance the overall disclosures in our filings. The Staff’s comments and related response from the Company are set forth below.
Form 10-Q for the Quarterly Period Ended March 1, 2019
Note 1 – Basis of Presentation and Principles of Consideration
(d) Revenue, Page 8
| 1. | We note your response to prior comment 2 regarding the presentation of gross billings. Please revise future filings to clarify what your gross billings represent and the relationship of gross billings in the context of your role as an agent to revenue recognized, cash flows, and changes in your working capital accounts. |
| · | The Company respectfully acknowledges the Staff’s comment and advises that in future filings, beginning with the Form 10-Q for the quarterly period ended May 31, 2019, the Company will clarify what its gross billings represent and the relationship of gross billings in the context of its role as an agent to revenue recognized, cash flows, and changes in its working capital accounts. |
* * *
Should you have any questions regarding our responses above or require any additional information, please do not hesitate to contact the undersigned at 510-624-8134.
Sincerely,
/s/ Jack Pacheco
Jack Pacheco
Chief Financial Officer
| cc: | Alan Denenberg, Esq. |
| Davis Polk & Wardwell | |
| Brian Baer, Partner | |
| Deloitte & Touche LLP | |
| Ian Nasman, Partner | |
| Deloitte & Touche LLP |