Fair Value Measurements

9 Months Ended

May 26, 2023

Cash and cash equivalents as of May 26, 2023 included money market funds of $18.1 million and time deposits of $11.0 million. Cash and cash equivalents as of August 26, 2022 included money market funds of $13.8 million. Money market funds were valued based on Level 1 measurements using quoted prices in active markets for identical assets. Time deposits were valued based on Level 2 measurements, including market-based observable inputs.

Fair value measurements were as follows:


	As of May 26, 2023				As of August 26, 2022
	Fair Value		Carrying Value		Fair Value		Carrying Value
Liabilities:
Derivative financial instrument liabilities	$	534	$	534	$	605	$	605
Acquisition-related contingent consideration	45,700		45,700		—		—
Amended 2027 TLA	558,859		551,649		273,281		269,304
2029 Notes	185,046		146,748		—		—
2026 Notes	128,720		98,471		290,223		213,023
LED Earnout Note	—		—		96,412		101,824
Debt – other	16,489		17,643		17,855		19,263

The fair values of our derivative financial instruments, as measured on a recurring basis, were based on Level 2 measurements, including market-based observable inputs of currency exchange spot and forward rates, interest rates and credit-risk spreads.

Acquisition-related contingent consideration is related to our acquisition of Stratus Technologies and is included in current liabilities as of May 26, 2023. The fair value as of May 26, 2023, measured on a recurring basis, was based on Level 3 measurements, which included significant inputs not observable in the market. The fair value was estimated 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 of the Earnout was estimated based on the Company’s evaluation of the probability and amount of Earnout to be achieved based on the expected gross profit of Stratus Technologies. The Monte Carlo simulation model was used to estimate the Earnout payment, which was discounted to its present value based on the expected payment date of the Earnout. The model used an estimated gross profit volatility of 32.6% and a discount rate of 8.81% as of May 26, 2023.

The fair values of our Amended 2027 TLA, LED Earnout Note and other debt, as measured on a non-recurring basis, were 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 the 2029 Notes and the 2026 Notes, as measured on a non-recurring basis, was determined based on Level 2 measurements, including the trading prices of the notes

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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