UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended December 25, 2015
Or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from                 to
Commission File Number 000-51333
 
SILICON GRAPHICS INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
 
 
Delaware
 
32-0047154
 
 
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
 
900 North McCarthy Blvd.
Milpitas, California 95035
(Address of principal executive offices, including zip code)
(669) 900-8000
(Registrant's telephone number, including area code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x   No   o  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer    o
Accelerated filer    x
Non-accelerated filer    o
Smaller reporting company    o
 
 
(Do not check if a smaller reporting company)
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   o     No   x  
As of January 26, 2016, there were 35,722,797 shares of the registrant's common stock outstanding.






SILICON GRAPHICS INTERNATIONAL CORP.
TABLE OF CONTENTS
 
 
 
Page
PART I
Item 1.
 
 
 
 
 
Item 2.
Item 3.
Item 4.
 
 
 
PART II
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
 
 
 







PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

SILICON GRAPHICS INTERNATIONAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
 
 
Three Months Ended
 
Six Months Ended
 
December 25, 2015
 
December 26, 2014
 
December 25, 2015
 
December 26, 2014
 
 
 
 
 
 
 
 
Revenue
 
 
 
 
 
 
 
Product
$
114,996

 
$
100,288

 
$
209,086

 
$
175,290

Service
36,830

 
37,862

 
69,047

 
74,561

Total revenue
151,826

 
138,150

 
278,133

 
249,851

Cost of revenue
 
 
 
 
 
 
 
Product
89,362

 
78,741

 
169,272

 
137,634

Service
21,639

 
22,600

 
39,572

 
43,036

Total cost of revenue
111,001

 
101,341

 
208,844

 
180,670

Gross profit
40,825

 
36,809

 
69,289

 
69,181

Operating expenses:
 

 
 
 
 
 
 
Research and development
12,987

 
14,779

 
26,167

 
27,979

Sales and marketing
13,826

 
16,780

 
26,394

 
32,641

General and administrative
12,604

 
15,254

 
24,511

 
28,559

Restructuring

 

 

 
116

Total operating expenses
39,417

 
46,813

 
77,072

 
89,295

Income (loss) from operations
1,408

 
(10,004
)
 
(7,783
)
 
(20,114
)
Total other income, net:
 

 
 
 
 
 
 
Interest expense, net
(2,027
)
 
(58
)
 
(4,056
)
 
(100
)
Other income (expense), net
540

 
(247
)
 
437

 
(104
)
Total other expense, net
(1,487
)
 
(305
)
 
(3,619
)
 
(204
)
Loss before income taxes
(79
)
 
(10,309
)
 
(11,402
)
 
(20,318
)
Income tax provision
400

 
129

 
649

 
453

Net loss
$
(479
)
 
$
(10,438
)
 
$
(12,051
)
 
$
(20,771
)
 
 
 
 
 
 
 
 
Basic and diluted net loss per share
$
(0.01
)
 
$
(0.30
)
 
$
(0.34
)
 
$
(0.60
)
 
 
 
 
 
 
 
 
Weighted average shares used in computing basic and diluted net loss per share
35,531

 
34,375

 
35,352

 
34,399

 
 
 
 
 
 
 
 
See accompanying notes.

2





SILICON GRAPHICS INTERNATIONAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
(Unaudited)

 
Three Months Ended
 
Six Months Ended
 
December 25, 2015
 
December 26,
2014
 
December 25, 2015
 
December 26, 2014
 
 
 
 
 
 
 
 
Net loss
$
(479
)
 
$
(10,438
)
 
$
(12,051
)
 
$
(20,771
)
Other comprehensive income (loss):
 
 
 
 
 
 
 
Unrecognized gain on defined benefit plans, net of zero tax
2

 
65

 
4

 
134

Unrealized gain on derivatives instruments, net of zero tax
59

 
162

 
154

 
745

Unrealized loss (gain) on derivative instruments reclassified into income, net of zero tax
119

 
(376
)
 
253

 
(477
)
Foreign currency translation adjustment, net of zero tax
(29
)
 
(878
)
 
378

 
(1,997
)
Other comprehensive income (loss)
151


(1,027
)
 
789

 
(1,595
)
Total comprehensive loss
$
(328
)
 
$
(11,465
)
 
$
(11,262
)
 
$
(22,366
)


























See accompanying notes.


3





SILICON GRAPHICS INTERNATIONAL CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
(Unaudited)
 
December 25,
2015
 
June 26,
2015
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
68,410

 
$
67,191

Current portion of restricted cash
2,109

 
2,109

Accounts receivable, net of allowance for doubtful accounts of $558 and $190 as of December 25, 2015 and June 26, 2015, respectively
103,758

 
118,219

Inventories
66,026

 
82,832

Current portion of deferred cost of revenue
12,850

 
12,108

Prepaid expenses and other current assets
10,187

 
17,547

Total current assets
263,340

 
300,006

Non-current portion of restricted cash
2,135

 
2,251

Property and equipment, net
41,108

 
38,480

Goodwill and intangible assets, net
11,001

 
11,303

Non-current portion of deferred cost of revenue
11,630

 
9,648

Other non-current assets
27,025

 
25,896

Total assets
$
356,239

 
$
387,584

LIABILITIES AND STOCKHOLDERS' EQUITY
 

 
 
Current liabilities:
 

 
 
Accounts payable
$
46,122

 
$
48,677

Accrued compensation
16,178

 
17,797

Short-term debt, net of unamortized debt issuance costs of $1,075 and $1,074 as of December 25, 2015 and June 26, 2015, respectively
3,978

 
3,096

Current portion of deferred revenue
82,431

 
96,473

Other current liabilities
21,441

 
33,180

Total current liabilities
170,150

 
199,223

Long-term debt, net of unamortized debt issuance costs of $1,696 and $2,232 as of December 25, 2015 and June 26, 2015, respectively
66,067

 
65,581

Non-current portion of deferred revenue
45,267

 
43,781

Long-term income taxes payable
7,698

 
8,420

Retirement benefit obligations
9,057

 
9,330

Other non-current liabilities
7,943

 
7,871

Total liabilities
306,182

 
334,206

Commitments and contingencies (Note 24)


 

Stockholders' equity:
 

 
 
Preferred stock, par value $0.001 per share; 12,000 shares authorized; none outstanding

 

Common stock, par value $0.001 per share; 120,000 shares authorized; 37,994 shares and 37,225 shares issued at December 25, 2015 and June 26, 2015, respectively
38

 
37

Additional paid-in capital
551,438

 
543,498

Treasury stock, at cost (2,315 shares at December 25, 2015 and at June 26, 2015)
(22,899
)
 
(22,899
)
Accumulated other comprehensive loss
(4,480
)
 
(5,269
)
Accumulated deficit
(474,040
)
 
(461,989
)
Total stockholders' equity
50,057

 
53,378

Total liabilities and stockholders' equity
$
356,239

 
$
387,584

See accompanying notes.

4





SILICON GRAPHICS INTERNATIONAL CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
Six Months Ended
 
December 25, 2015
 
December 26,
2014
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net loss
$
(12,051
)
 
$
(20,771
)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
 

 
 
Depreciation and amortization
5,441

 
5,371

Share-based compensation
7,074

 
7,670

Assets impairment charges

 
1,100

Other
630

 
468

Changes in operating assets and liabilities:
 

 
 
Accounts receivable
14,602

 
5,544

Inventories
12,725

 
(35,040
)
Deferred cost of revenue
(2,517
)
 
464

Prepaid expenses and other assets
6,255

 
8,282

Accounts payable
(1,768
)
 
5,222

Deferred revenue
(13,107
)
 
981

Other liabilities
(13,838
)
 
(14,556
)
Net cash provided by (used in) operating activities
3,446

 
(35,265
)
CASH FLOWS FROM INVESTING ACTIVITIES:
 

 
 
Purchases of property and equipment
(4,622
)
 
(2,526
)
Other
116

 
(230
)
Net cash used in investing activities
(4,506
)
 
(2,756
)
CASH FLOWS FROM FINANCING ACTIVITIES:
 

 
 
Payments of Term Loan
(875
)
 

Proceeds from draw-down of prior credit facility

 
15,000

Funding of restricted stock units withheld for taxes
(917
)
 
(1,205
)
Purchase of treasury stock

 
(4,222
)
Proceeds from issuance of common stock upon exercise of stock options
77

 
423

Proceeds from issuance of common stock under employee stock purchase plan
1,706

 
1,572

Proceeds from draw-down of Japan loans
1,615

 

Net cash provided by financing activities
1,606

 
11,568

Effect of exchange rate changes on cash
673

 
(3,550
)
Net increase (decrease) in cash
1,219

 
(30,003
)
Cash-beginning of period
67,191

 
109,297

Cash-end of period
$
68,410

 
$
79,294

SUPPLEMENTAL DISCLOSURE OF OTHER CASH FLOW INFORMATION:
 
 
 
Income taxes (paid) refunded
$
(338
)
 
$
329

Cash paid for interest
$
3,569

 
$
79

NON CASH INVESTING AND FINANCING ACTIVITIES:
 
 
 
Property and equipment purchases in accounts payable
$
1,026

 
$
791

Inventory transfers to property and equipment
$
3,430

 
$
3,959


See accompanying notes.

5





SILICON GRAPHICS INTERNATIONAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. DESCRIPTION OF BUSINESS
Silicon Graphics International Corp. ("SGI" or the "Company", "we", "us" or "our") is a global leader in high performance solutions for compute, data analytics and data management. We are focused on helping customers solve their most demanding business and technology challenges by delivering high performance computing, data management and data analytics solutions that accelerate time to discovery, innovation and profitability.
The Company develops, markets and sells a broad line of low cost, mid-range and high-end scale-out and scale-up servers, differentiating software and designed-to-order solutions for large-scale deployments, coupled with global support and highly experienced professional services. SGI solutions are designed to deliver high impact results with lower total cost of ownership and to achieve industry-leading speed, scale and efficiency.
The Company's solutions are utilized by scientific, business and government communities to fulfill highly compute intensive application needs in petascale and exascale environments. Delivering industry-leading computing power and fast and efficient data movement, both within the computing system and to and from large-scale data storage and data management installations, SGI systems enable customers to access, analyze, transform, manage and visualize information in real and near real-time. The vertical markets the Company serves include the federal government, defense and strategic systems, weather and climate, physical and life sciences, energy (including oil and gas), aerospace, automotive manufacturing, internet, financial services, education and research institutions and media and entertainment. The Company's headquarters is located in Milpitas, California and its sole manufacturing facility is located in Chippewa Falls, Wisconsin.

2. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Basis of Presentation. The accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting only of normal, recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the results of operations for the periods presented. These unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) applicable to interim financial information. The results for the interim periods are not necessarily indicative of results for the entire year or any future periods. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements for the fiscal year ended June 26, 2015 , which are included in the Company's Annual Report on Form 10-K filed with the SEC on September 9, 2015 .
The preparation of unaudited condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses as presented in the accompanying unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ materially from those estimates.
Fiscal Year. The Company has a 52 or 53 -week fiscal year ending on the last Friday in June. The current fiscal year 2016 will be comprised of 52 weeks and will end on June 24, 2016 . Fiscal year 2015 was comprised of 52 weeks and ended on June 26, 2015 .
In fiscal year 2016, the Company's fiscal quarters end on September 25, 2015 (first quarter), December 25, 2015 (second quarter), March 25, 2016 (third quarter) and June 24, 2016 (fourth quarter).
In fiscal year 2015, the Company's fiscal quarters ended on September 26, 2014 (first quarter), December 26, 2014 (second quarter), March 27, 2015 (third quarter) and June 26, 2015 (fourth quarter).
Principles of Consolidation. The unaudited condensed consolidated financial statements include the accounts of the Company and all of its subsidiaries. All intercompany accounts and transactions have been eliminated.


6

SILICON GRAPHICS INTERNATIONAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)



3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
There have been no changes in the Company's significant accounting policies for the three months ended December 25, 2015 as compared to those disclosed in the Company's Annual Report on Form 10-K for the year ended June 26, 2015 .
Recently Issued Accounting Standards .
Simplifying the Presentation of Deferred Income Taxes. In November 2015, the Financial Accounting Standard Board ("FASB") issued guidance to simplify the presentation of the deferred income taxes. The amendments in this update apply to all entities that present a classified statement of financial position and require that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. The amendments in this update are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods, for public entities. Early adoption is permitted for all entities as of the beginning of an interim or annual reporting period. The guidance will be effective for the Company in fiscal 2018. The Company does not expect to have an impact to its condensed consolidated balance sheet upon adopting this amended guidance.
Simplifying the Measurement of Inventory. In July 2015, the FASB issued guidance to simplify the accounting for inventory and to more closely align their guidance with international accounting standards. The amendments in this update apply to companies which use inventory valuation methods other than last in, first-out and the retail inventory method to change the way that they subsequently measure the value of inventory on their balance sheet.  Under the new guidance, inventory should be valued at the lower of cost and net realizable value rather than the lower of cost and market. The amendments in this update are effective for fiscal years beginning after December 15, 2016, and for interim periods beginning after December 15, 2017. This guidance will be effective for the Company in fiscal 2018. The Company does not expect to have an impact to its consolidated financial statements upon adopting this amended guidance, as the new guidance aligns with the Company's current practice.
Practical Expedient for the Measurement Date of an Employer's Defined Benefit Obligation and Plan Assets. In April 2015, the FASB issued guidance which permits the entity with a fiscal year-end that does not coincide with a month-end, to measure defined benefit plan assets and obligations using the month-end that is closest to the entity's fiscal year-end and apply that practical expedient consistently from year to year for all plans. The amendments in ASU 2015-04 are effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. This guidance will be effective for the Company in fiscal 2017. The Company is currently evaluating the effects, if any, which the adoption of this guidance will have on the Company’s consolidated financial statements.
Revenue from Contracts with Customers. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition” and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU 2014-09 are effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early application not permitted. This guidance will be effective for the Company in fiscal 2019.

4. FINANCIAL INSTRUMENTS AND FAIR VALUE
The Company measures its assets and liabilities at fair value based upon the expected exit price, representing the amount that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value reflects the assumptions market participants would use in pricing an asset or liability based on the best information available. Assumptions include the risks inherent in a particular valuation technique (such as a pricing model) and/or the risks inherent in the inputs to the model.
The Company uses a three-level fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2 - Quoted prices in markets that are not active or financial instruments for which all significant inputs are observable, either directly or indirectly; and

7

SILICON GRAPHICS INTERNATIONAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)



Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
The Company’s assessment of the hierarchy level of the assets or liabilities measured at fair value is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company considers an active market to be one in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis, and views an inactive market as one in which there are a few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers. Where appropriate, the Company or the counterparty’s non-performance risk is considered in determining the fair values of liabilities and assets, respectively.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following table presents the Company's assets that are measured at fair value on a recurring basis (in thousands):
 
 
December 25, 2015
 
 
Carrying
 
Fair Value Measured Using
Total
 
 
Value
 
Level 1
Level 2
Level 3
Balance
Assets
 
 
 
 
 
 
 
   Money market funds
 
$
130

 
$
130

$

$

$
130

Pension investments held by insurance companies - German Plan
 
2,045

 

2,045


2,045

Pension investments held by insurance companies - Japan Plan
 
2,473

 

2,473


2,473

   Derivative assets
 
764

 

764


764

Total assets measured at fair value
 
$
5,412

 
$
130

$
5,282

$

$
5,412

Liabilities
 
 
 
 
 
 
 
   Derivative liabilities
 
$
843

 
$

$
843

$

$
843

Total liabilities measured at fair value
 
$
843

 
$

$
843

$

$
843


 
 
June 26, 2015
 
 
Carrying
 
Fair Value Measured Using
Total
 
 
Value
 
Level 1
Level 2
Level 3
Balance
Assets
 
 
 
 
 
 
 
Money market funds
 
$
130

 
$
130

$

$

$
130

Pension investments held by insurance companies - German Plan
 
2,222

 

2,222


2,222

Pension investments held by insurance companies - Japan Plan
 
2,539

 

2,539


2,539

Derivatives assets
 
6,467

 

6,467


6,467

Total assets measured at fair value
 
$
11,358

 
$
130

$
11,228

$

$
11,358

Liabilities
 
 
 
 
 
 
 
   Derivative liabilities
 
$
5,443

 
$

$
5,443

$

$
5,443

Total liabilities measured at fair value
 
$
5,443

 
$

$
5,443

$

$
5,443

There were no transfers between Level 1 and Level 2 of the fair value hierarchy during both the three and six months ended December 25, 2015 and December 26, 2014 . The Company’s cash equivalents, consisting of money market funds, are classified within Level 1 of the fair value hierarchy as they were valued using quoted market prices of the identical underlying securities in active markets.
Level 2 assets include investments that are pooled with other investments held by insurance companies within their general funds for our pension plans.  The investments held by the insurance companies are valued by taking the percentage owned by the plan in the underlying net asset value of the insurance company's general fund. The valuation of the underlying net assets of the insurance company's general fund is based on quoted market prices of the investments in active markets or for quoted market prices in active markets of similar assets. The market inputs used to value these instruments generally consist of market yields, reported trades, broker/dealer quotes or alternative pricing sources with reasonable levels of price transparency.

8

SILICON GRAPHICS INTERNATIONAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)



Pricing sources include industry standard data providers, security master files from large financial institutions and other third party sources. Our derivative financial instruments are classified within Level 2, as there is not an active market for each hedge contract, but the inputs used to calculate the value of the instruments are tied to active markets.
The fair values of accounts receivable, accounts payable, and accrued liabilities and borrowings under short-term credit lines due within one year approximate their carrying values because of their short-term nature. The fair values of our Term Loan were approximately $70.1 million and $70.6 million as December 25, 2015 and June 26, 2015 , respectively and are classified within Level 2 of the fair value hierarchy. Other non-current assets include life insurance contracts related to our pension plans. These life insurance contracts are carried at cash surrender values, which due to their ability to be converted to cash at that amount, approximate their fair values.
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis
The Company does not have any assets or liabilities measured at fair value on a non-recurring basis as of December 25, 2015 and June 26, 2015 .
 
5. DERIVATIVES
The Company is exposed to foreign currency exchange rate fluctuations in the normal course of its business. As part of the Company's risk management strategy, the Company uses derivative instruments, primarily forward contracts to hedge economic exposures resulting from changes in foreign currency exchange rates.
Cash Flow Hedges
The Company implements a cash flow hedging strategy to protect anticipated non-functional currency revenues and expenses. The Company uses forward contracts designated as cash flow hedges to hedge a portion of future forecasted non-U.S. Dollar ("USD") cash flows. In general, these foreign exchange contracts, carried at fair value, have maturities between one and twelve months. As of December 25, 2015 , the Company had 9 open hedges in an aggregate notional amount in USD equivalent to approximately $53.9 million . The Company hedges the Euro, British Pound, the Australian Dollar, and Japanese Yen. These derivative instruments are designated and qualify as cash flow hedges under the criteria prescribed in the authoritative guidance. All amounts related to gains / losses on designated hedges, currently in accumulated other comprehensive income ("AOCI") are expected to be reclassified into earnings over the next 12 months.
For derivative instruments that are designated and qualify as cash flow hedges under Accounting Standards Codification ("ASC") No. 815- Derivatives and Hedging , the effective portion of the gain or loss on the derivative is reported as a component of accumulated other comprehensive loss and reclassified into earnings into the same financial statement line as the item being hedged. SGI assesses the prospective and retrospective effectiveness of its hedge programs using statistical analysis. The Company uses the spot-to-spot method to measure ineffectiveness in the hedge relationship. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in other income (expense), net. For derivative instruments that are not designated as hedging instruments under ASC No. 815 or that have been de-designated following recognition of the hedge item, gains and losses are recognized in other income (expense), net.
Balance Sheet Hedges
Additionally, the Company enters into foreign exchange contracts to hedge monetary assets and liabilities that are denominated in currencies other than the functional currency of its subsidiaries. These foreign exchange contracts are carried at fair value and do not qualify for hedge accounting treatment and are not designated as hedging instruments. Changes in fair value of these derivatives are recognized in other income (expense), net, in the condensed consolidated statement of operations, in the current period, along with the offsetting foreign currency gain or loss on the underlying assets or liabilities. As of December 25, 2015 , the Company had 9 open non-designated hedges in an aggregate USD-equivalent notional amount totalling approximately $29.7 million .
The before tax effect of derivative instruments for foreign exchange contracts designated as hedging instruments and non-designated hedging instruments in our condensed consolidated statement of operations during the three and six months ended December 25, 2015 and December 26, 2014 was as follows (in thousands):

9

SILICON GRAPHICS INTERNATIONAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)



 
 
Three Months Ended
 
Six Months Ended
 
Location
December 25,
2015
 
December 26,
2014
 
December 25, 2015
 
December 26, 2014
Designated Derivatives
 
 
 
 
 
 
 
 
Cash Flow Hedges:
 
 
 
 
 
 
 
 
Foreign exchange contracts (Effective portion)
Amount recognized in AOCI
$
59

 
$
162

 
$
154

 
$
745

Foreign exchange contracts (Effective portion)
Net revenues
(119
)
 
883

 
(253
)
 
1,046

Foreign exchange contracts (Effective portion)
Operating expenses

 
(507
)
 

 
(569
)
Foreign exchange contracts (Effective portion)
Other income (expense), net
(158
)
 
8

 
(152
)
 
4

Total
 
$
(218
)
 
$
546

 
$
(251
)
 
$
1,226

Non-designated Derivatives
 
 
 
 
 
 
 
 
Foreign exchange contracts
Other income (expense), net
$
410

 
$
288

 
$
644

 
$
1,192

Total
 
$
410

 
$
288

 
$
644

 
$
1,192

The Company's use of derivative instruments exposes it to non-performance risk to the extent that the counterparties may be unable to meet the terms of the agreement. The Company does, however, seek to mitigate such risks by limiting its counterparties to major financial institutions which are selected based on their credit ratings and other factors. The Company has established policies and procedures for mitigating non-performance risk that include establishing counterparty credit limits, monitoring credit exposures, and continually assessing the creditworthiness of counterparties. Therefore, the Company does not consider counterparty non-performance risk a material risk at this time.
A number of the Company's derivative agreements contain threshold limits to the net liability position with counterparties and are dependent on the Company's corporate credit rating determined by the major credit rating agencies. The counterparties to the derivative instruments may request collateralization, in accordance with derivative agreements, on derivative instruments in net liability positions.
The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a net liability position as of December 25, 2015 , was $0.1 million . The credit-risk-related contingent features underlying these agreements had not been triggered as of December 25, 2015 .
Derivative instruments are subject to master netting arrangements and are disclosed gross in the statement of financial position. The gross fair values and location of derivative instruments included in the condensed consolidated statement of financial position as of December 25, 2015 and June 26, 2015 , were as follows (in thousands):
Offsetting of Derivative Assets
 
Gross Amount Offset In the Statement of Financial Position
 
Gross Amounts Not Offset in the Statement of Financial Position
 
As of December 25, 2015
Gross Amount of Recognized Assets
Gross Amount Offset in the Statement of Financial Position
Net Amounts of Assets Presented in the Statement of Financial Position
Financial Instruments
Cash Collateral Received
Net Amount
Derivatives
 
 
 
 
 
 
Foreign currency forward contracts
$
764

$

$

$
(764
)
$

$

     Total
$
764

$

$

$
(764
)
$

$

As of June 26, 2015
 
 
 
 
 
 
Derivatives
 
 
 
 
 
 
Foreign currency forward contracts
$
6,467

$

$

$
(5,443
)
$

$
1,024

     Total
$
6,467

$

$

$
(5,443
)
$

$
1,024


10

SILICON GRAPHICS INTERNATIONAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)



Offsetting of Derivative Liabilities
 
Gross Amount Offset In the Statement of Financial Position
 
Gross Amounts Not Offset in the Statement of Financial Position
 
As of December 25, 2015
Gross Amount of Recognized Liabilities
Gross Amount Offset in the Statement of Financial Position
Net Amounts of Liabilities Presented in the Statement of Financial Position
Financial Instruments
Cash Collateral Pledged
Net Amount
Derivatives
 
 
 
 
 
 
Foreign currency forward contracts
$
(843
)
$

$

$
764

$

$
(79
)
     Total
$
(843
)
$

$

$
764

$

$
(79
)
As of June 26, 2015
 
 
 
 
 
 
Derivatives
 
 
 
 
 
 
Foreign currency forward contracts
$
(5,443
)
$

$

$
5,443

$

$

     Total
$
(5,443
)
$

$

$
5,443

$

$

The gross fair value and location of derivative instruments held in the condensed consolidated statement of financial position as of December 25, 2015 and June 26, 2015 were as follows (in thousands):
Fair Values of Derivative Instruments
Asset Derivatives
 
Liability Derivatives
Location
 
December 25,
2015
 
June 26,
2015
 
Location
 
December 25,
2015
 
June 26,
2015
 
Designated Derivatives:
Foreign exchange contracts
 
 
 
 
 
Foreign exchange contracts
 
 
 
 
Other current assets
 
$
54

 
$
167

 
Other current liabilities
 
$
210

 
$
628

Non- designated Derivatives:
Foreign exchange contracts
 
 
 
 
 
Foreign exchange contracts
 
 
 
 
Other current assets
 
710

 
6,300

 
Other current liabilities
 
633

 
4,815

 
 
 
 
 
 
 
 
 
 
 
Total derivatives
 
$
764

 
$
6,467

 
 
 
$
843

 
$
5,443

The following table provides the balances and changes in the accumulated other comprehensive loss (income) related to derivative instruments during the six months ended December 25, 2015 (in thousands):
 
 
Amount
AOCI - Beginning balance of losses
 
$
408

Unrecognized gain on derivatives
 
(154
)
Unrealized loss on derivative instruments reclassified to income
 
(253
)
AOCI - Ending balance of losses
 
$
1




11

SILICON GRAPHICS INTERNATIONAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)



6. INVENTORIES
Inventories consist of the following (in thousands):
 
December 25,
2015
 
June 26,
2015
Finished goods
$
37,632

 
$
36,772

Work in process
8,238

 
25,562

Raw materials
20,156

 
20,498

Total inventories
$
66,026

 
$
82,832

Finished goods include inventory in transit, at customer sites undergoing installation, or testing prior to customer acceptance; such amounts were $27.8 million at December 25, 2015 and $30.2 million at June 26, 2015 .

7. PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other current assets consist of the following (in thousands):
 
December 25,
2015
 
June 26,
2015
Value-added tax receivable
$
2,876

 
$
5,179

Derivatives (see Note 5)
764

 
6,467

Prepaid taxes
322

 
178

Other prepaid and current assets
6,225

 
5,723

Total prepaid expenses and other current assets
$
10,187

 
$
17,547

8. GOODWILL AND INTANGIBLE ASSETS, NET
The following table represents the goodwill allocated to the Company's reportable segments as of and during the six months ended December 25, 2015 (in thousands):
 
 
Product
 
Service
 
Total
Goodwill as of June 26, 2015
 
$
7,508

 
$
1,076

 
$
8,584

Goodwill arising from acquisitions
 

 

 

Goodwill as of December 25, 2015
 
$
7,508

 
$
1,076

 
$
8,584

The Company reviews goodwill for impairment annually in the fourth quarter of its fiscal year, or more frequently if impairment indicators arise. Impairment of goodwill is tested at the reporting unit level by comparing the reporting unit's carrying amount, including goodwill, to the fair value of the reporting unit. The fair values of the reporting units are estimated using the income approach that uses discounted cash flows. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and a second step is performed to measure the amount of impairment loss.
As of September 25, 2015 there was a substantial decline in the market capitalization of the Company from June 26, 2015, the end of the Company's most recent fiscal year. Based on this impairment indicator, the Company performed a formal impairment analysis of the carrying value of goodwill as of September 25, 2015. As part of our analysis, we reconciled the computed fair values of our reporting units to our overall market capitalization and we concluded that the computed fair value of each of our reporting units was well in excess of the net book value, and accordingly no impairment existed as of September 25, 2015. As of December 25, 2015 , there were no further impairment indicators. As such, the Company did not perform a formal impairment analysis of the carrying value of goodwill as of December 25, 2015 . We will continue to evaluate goodwill for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. 
No impairment was recorded for both of the three and six months ended December 25, 2015 and December 26, 2014 .

12

SILICON GRAPHICS INTERNATIONAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)



Intangible assets by major asset class consist of the following (in thousands):
Intangible Asset Class
 
Weighted
Average
Useful Life
(in Years)
 
December 25, 2015
Gross
Carrying
Amount  
 
Accumulated
Amortization and Impairment
 
Net
Customer relationships
 
5
 
$
7,300

 
$
(7,300
)
 
$

Purchased technology
 
5
 
12,200

 
(11,850
)
 
350

Customer backlog
 
(a)
 
10,540

 
(10,440
)
 
100

Trademark/trade name portfolio
 
5
 
3,767

 
(3,767
)
 

Patents and other
 
(b)
 
2,097

 
(130
)
 
1,967

Total
 
 
 
$
35,904

 
$
(33,487
)
 
$
2,417

Intangible Asset Class
 
Weighted
Average
Useful Life
(in Years)
 
June 26, 2015
 
 
Gross
Carrying
Amount  
 
Accumulated
Amortization and Impairment
 
Net
Customer relationships
 
5
 
$
7,300

 
$
(7,300
)
 
$

Purchased technology
 
5
 
12,200

 
(11,600
)
 
600

Customer backlog
 
(a)
 
10,540

 
(10,388
)
 
152

Trademark/trade name portfolio
 
5
 
3,767

 
(3,767
)
 

Patents and other
 
(b)
 
2,097

 
(130
)
 
1,967

Total
 
 
 
$
35,904

 
$
(33,185
)
 
$
2,719

(a) The customer backlog intangible asset is amortized as revenue recognition criteria is met for a particular customer order, reflecting the use of the asset.
(b) Includes in-process Research and Development for which amortization has not commenced.
The Company reviews the carrying values of long-lived assets for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of long-lived assets is measured by a comparison of the carrying amount of the assets to the estimated undiscounted future cash flows expected to be generated by the assets.
As a result of a decision made in the second quarter of fiscal 2015 to cease selling and supporting certain storage products, the Company determined that intangible assets related to these products were impaired. The Company recorded an impairment charge of $1.1 million in the second quarter of fiscal 2015, impacting cost of revenue by $0.8 million and sales expense by $0.3 million .
Intangible assets amortization and impairment expense was $0.2 million and $1.3 million in the three months ended December 25, 2015 and December 26, 2014 , respectively. Intangible assets amortization and impairment expense was $0.3 million and $1.5 million in the six months ended December 25, 2015 and December 26, 2014 , respectively.
As of December 25, 2015 , expected amortization expense for intangible assets with a finite life was as follows (in thousands):
Fiscal Year
Amortization
Expense
2016 (remaining six months)
$
390

2017
60

 
$
450



13

SILICON GRAPHICS INTERNATIONAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)



9. OTHER NON-CURRENT ASSETS
Other non-current assets consist of the following (in thousands):
 
December 25,
2015
 
June 26,
2015
Long-term service inventory
$
15,534

 
$
16,015

Restricted pension plan assets
6,512

 
6,726

Deferred tax assets
758

 
758

Long-term refundable deposits
1,785

 
1,763

Other assets
2,436

 
634

Total other non-current assets
$
27,025

 
$
25,896


10. OTHER CURRENT LIABILITIES
Other current liabilities consist of the following (in thousands):
 
December 25,
2015
 
June 26,
2015
Accrued sales and use tax payable
$
4,381

 
$
8,670

Accrued professional services fees
3,385

 
3,597

Accrued warranty, current portion
3,373

 
3,402

Accrued interest payable
1,641

 
1,159

Accrued restructuring and severance
1,010

 
2,239

Derivatives (see Note 5)
843

 
5,443

Other current liabilities
6,808

 
8,670

Total other current liabilities
$
21,441

 
$
33,180


11. OTHER NON-CURRENT LIABILITIES
Other non-current liabilities consist of the following (in thousands):
 
December 25,
2015
 
June 26,
2015
Accrued warranty, non-current portion
$
1,647

 
$
1,374

Deferred rent
5,242

 
5,526

Other non-current liabilities
1,054

 
971

Total other non-current liabilities
$
7,943

 
$
7,871



14

SILICON GRAPHICS INTERNATIONAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)



12. WARRANTY RESERVE
Activity in the warranty reserve, which is included in other current and non-current liabilities, was as follows (in thousands):
 
 
Three Months Ended
 
Six Months Ended
 
 
December 25, 2015
 
December 26,
2014
 
December 25, 2015
 
December 26,
2014
Balance at beginning of period
 
$
4,796

 
$
5,634

 
$
4,776

 
$
6,044

Current period provision
 
878

 
758

 
1,947

 
1,431

Warranty expenditures incurred
 
(830
)
 
(1,186
)
 
(1,861
)
 
(2,362
)
Changes in accrual for pre-existing warranties
 
176

 
(73
)
 
158

 
20

Balance at end of period
 
$
5,020

 
$
5,133

 
$
5,020

 
$
5,133


13. SEVERANCE ACTIVITY
During the three and six months ended December 25, 2015 , the Company incurred approximately $0.8 million and $1.7 million , of severance charges, respectively, associated with planned worldwide cost reductions. During the three and six months ended December 26, 2014 , the Company incurred approximately $3.8 million and $4.8 million of severance charges, respectively, associated with planned worldwide cost reductions. As of December 25, 2015 , the remaining liability for these cost reduction programs was approximately $1.0 million .
   
14. SHORT-TERM DEBT
Term Loan
As of December 25, 2015 , the Company's short-term debt includes the current portion of the outstanding loan balance of $68.7 million with Morgan Stanley Senior Funding, Inc. and Tennenbaum Capital Partners, LLC of $0.7 million , net of unamortized debt issuance costs of $1.1 million .
Japan Loans
The Company has unsecured unguaranteed loans with Mizuho Bank, Ltd. ("Japan Loans") for 500 million yen or $4.1 million at TIBOR (Tokyo Interbank Offered Rate) plus 1% per annum, of which approximately $3.3 million was classified as short-term debt as of December 25, 2015 .
See Note 15, Long-term Debt, for more information about the Term Loan and Japan Loans.

15. LONG-TERM DEBT
Term Loan
On January 27, 2015 , the Company entered into a credit agreement (the "Term Loan") among the Company, certain lenders and Morgan Stanley Senior Funding, Inc., as administrative and collateral agent and lead arranger. The Term Loan provided an aggregate principal amount of $70.0 million with a term of three and a half years , bearing interest at the LIBO Rate (as defined in the Credit Agreement), subject to a 1.0% minimum, plus 9.0% per annum. The Term Loan provided $66.2 million of cash, net of borrowing and origination costs of approximately $3.8 million , which was used to pay off the prior credit facility and provide cash and cash equivalents sufficient to fund working capital requirements, capital expenditures and operations. The Company was in compliance with all covenants under the Term Loan, as of December 25, 2015 .
Pursuant to the Term Loan, certain wholly-owned domestic subsidiaries of the Company (the “Guarantors”) have guaranteed the obligations of the Company under the Term Loan. The Term Loan and related loan documents replaced the Company’s prior Credit Agreement dated December 5, 2011, by and among the Company, certain lenders party thereto, and Wells Fargo Capital Finance, LLC, as administrative agent (as amended from time to time, the “Prior Credit Facility”). All commitments under the Prior Credit Facility were terminated and all borrowings thereunder were repaid, effective January 27,

15

SILICON GRAPHICS INTERNATIONAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)



2015. The remaining obligations of Company and guarantor party to the Prior Credit Facility and related loan documents are limited to certain remaining contingent indemnification obligations under such facility.
The Term Loan and related loan documents contain covenants that limit the ability of the Company and certain of its subsidiaries, among other things, to:
issue any preferred stock;
incur or guarantee indebtedness;
create, incur, assume, or permit liens to exist;
consummate asset sales, acquisitions or mergers;
dispose of property;
pay dividends or repurchase stock;
make investments;
enter into transactions with affiliates; or
enter into or permit certain type of agreements to exist.
The Term Loan also requires compliance with a minimum adjusted current ratio and a $10.0 million minimum unrestricted cash balance, calculated as set forth in the Term Loan.
The Term Loan contains customary events of default, including:
failure to make required payments;
material breaches of representations and warranties;
failure to comply with certain agreements or covenants;
failure to pay, or default under, certain other indebtedness;
certain events of bankruptcy and insolvency;
failure to pay certain judgments; and
a change of control.
The Company may not prepay the loan during the first year and may only prepay the loan during the second year at a premium. After such time, the Company may prepay the loan without penalty.
As of December 25, 2015 , the Company had an outstanding principal balance on the Term Loan, of which was classified as follows:
 
 
Term Loan
 
 
Long-Term
 
Short-Term
 
Total
 
 
(in thousands)
 
 
 
 
 
 
 
Principal amount
 
$
66,938

 
$
1,750

 
$
68,688

Less unamortized debt issuance costs
 
(1,696
)
 
(1,075
)
 
(2,771
)
 
 
$
65,242

 
$
675

 
$
65,917

Japan Loans
As of December 25, 2015 , the Company has unsecured unguaranteed loans with Mizuho Bank, Ltd. amounting to 500 million yen or $4.1 million at TIBOR plus 1% per annum, of which approximately $0.8 million was classified as long-term debt as of December 25, 2015 .
    
16. CREDIT FACILITY
On December 5, 2011, the Company entered into a 5 -year senior secured credit facility with aggregate principal amount of $25.0 million , as amended. The credit facility included a $10.0 million letter of credit subfacility.
As of December 26, 2014 , the Company had a $15.0 million outstanding balance owed on the credit facility. The amount borrowed bore interest at 5.0% based on a base rate of 3.25% as of December 26, 2014 plus a margin of 1.75% . As of December 26, 2014 , the maximum additional amount available to be borrowed under the credit facility was approximately $8.0 million , which takes into account the $15.0 million outstanding balance and a $2.0 million outstanding letter of credit to back the Company's obligation to pay for goods or services to a supplier.

16





The Company paid off the outstanding balance of $15.0 million on the December 2011 credit facility with the net proceeds received from the new Term Loan entered into on January 27, 2015 and terminated the December 2011 agreement.
See Note 15, Long-term Debt, for more information regarding the Term Loan.

17. SHARE-BASED COMPENSATION
The Company granted restricted stock units to employees under its equity incentive plans and issued shares of the Company's common stock to participating employees under its employee stock purchase plan during both the three and six months ended December 25, 2015 and December 26, 2014 .  Stock options were not granted during these respective periods. 
Total share-based compensation expense was as follows (in thousands):
 
 
Three Months Ended
 
Six Months Ended
 
 
December 25, 2015
 
December 26,
2014
 
December 25, 2015
 
December 26,
2014
Cost of revenue
 
$
412

 
$
566

 
$
937

 
$
1,032

Research and development
 
495

 
659

 
1,201

 
1,218

Sales and marketing
 
451

 
764

 
969

 
1,565

General and administrative
 
1,809

 
2,182

 
3,967

 
3,855

Total share-based compensation expense
 
$
3,167

 
$
4,171

 
$
7,074

 
$
7,670

Determining Fair Value The fair value of share-based awards was estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions for the following periods:
 
 
Three Months Ended
 
Six Months Ended
 
 
December 25,
2015
 
December 26,
2014
 
December 25,
2015
 
December 26,
2014
ESPP Plan shares
 
 
 
 
 
 
 
 
Risk-free interest rate
 
0.5%
 
0.2%
 
0.5%
 
0.2%
Volatility
 
47.0%
 
49.0%
 
47.0%
 
49.0%
Weighted average expected life (in years)
 
1.25
 
1.25
 
1.25
 
1.25
Expected dividend yield
 
 
 
 
Weighted average fair value
 
$1.83
 
$3.21
 
$1.83
 
$3.20
Stock Option Activity
A summary of stock option activity for the six months ended December 25, 2015 was as follows:
 
Options Outstanding
 
Shares
 
Weighted
Average
Exercise
Price  
 
Weighted
Average
Remaining
Contractual term
in years  
 
Aggregate
Intrinsic
Value
 
 
 
 
 
 
 
(in thousands)
Balance at June 26, 2015
1,386,570

 
$
10.41

 
 
 
 
Options granted

 

 
 
 
 
Options exercised
(14,377
)
 
5.34

 
 
 
 
Options cancelled
(133,271
)
 
14.15

 
 
 
 
Balance at December 25, 2015
1,238,922

 
$
10.07

 
4.09
 
$
68

Vested and expected to vest at December 25, 2015
1,237,815

 
$
10.07

 
4.09
 
$
68

Exercisable at December 25, 2015
1,199,274

 
$
10.14

 
4.07
 
$
68

The total intrinsic value of option exercised in the six months ended December 25, 2015 was immaterial. The total intrinsic value of options exercised in the six months ended December 26, 2014 was $0.2 million . The total fair value of shares vested during the six months ended December 25, 2015 and December 26, 2014 was $0.4 million and $0.7 million , respectively.

17

SILICON GRAPHICS INTERNATIONAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)



As of December 25, 2015 , unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted average period of 0.20 years , was immaterial.
Restricted Stock Unit Activity
The following table summarizes the Company's activity with respect to restricted stock units (“RSUs”) for the six months ended December 25, 2015 :
 
Number of
Shares  
Balance at June 26, 2015
1,706,073

Awarded
1,318,863

Released
(548,919
)
Forfeited
(97,480
)
Balance at December 25, 2015
2,378,537

Vested and expected to vest at December 25, 2015
1,813,419

In the first half of fiscal 2016, the Company granted time-based RSUs and performance-based RSUs (“PSUs”) to members of the Company's executive management team.  Generally, the RSUs begin immediate, quarterly vesting over a period of four years. The PSUs initially vest as to one-fourth of their amount on the day following Compensation Committee review of Company goal attainment for the fiscal year ending June 24, 2016.  The PSU grants may be increased or decreased depending on the level of attainment by the Company of the performance metrics established by the Compensation Committee.  The shares of common stock subject to these awards will be earned based on the performance as measured against the following metrics related to (i) total stockholder return ( 50% weighting) and (ii) two strategic objectives related to revenue and gross margin ( 50% weighting).  Achievement of the aforementioned performance criteria results in a vesting percentage determined in accordance with a payout matrix. At attainment of below 75% , PSU vesting would be 0% . At 75% attainment, vesting would be 50% . At 100% attainment, vesting would be 100% . Attainment at 125% and above would result in 150% vesting. If the conditions for initial vesting of the PSUs are met, the remaining portion of the PSU grant would vest in twelve equal, successive quarterly installments over an additional three years, subject to continued service through each vesting date. The Company estimated the fair value of its 2015 executive PSUs using a Monte Carlo simulation model with the assumptions discussed above, along with the fair value at the date of grant.
For purposes of reporting and determining the share-based compensation expense as of December 25, 2015 , the Company estimated that 100% of the PSUs will be awarded. The Company assesses the achievement of these performance metrics on a quarterly basis.
As of December 25, 2015 , there was $6.8 million of total unrecognized compensation cost related to RSUs, which is expected to be recognized over a weighted average period of 1.48 years .
RSUs are converted into common stock upon vesting. Upon the vesting of restricted stock, the Company generally uses the net share settlement approach, which withholds a portion of the shares to cover the applicable taxes and decreases the shares issued to the employee by a corresponding value. The withholding tax obligations are based upon the fair market value of the Company's common stock on the vesting date. The number and the value of the shares netted for employee taxes are summarized in the table below (in thousands except share amounts):
 
Three Months Ended
 
Six Months Ended
 
December 25, 2015
 
December 26,
2014
 
December 25, 2015
 
December 26,
2014
RSUs shares withheld for taxes
80,807

 
67,435

 
171,428

 
126,201

RSUs amounts withheld for taxes
$
433

 
$
650

 
$
914

 
$
1,196



18

SILICON GRAPHICS INTERNATIONAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)



Employee Stock Purchase Plan
At December 25, 2015 , the total unrecognized compensation cost related to options to purchase the Company's common stock under the employee stock purchase plan ("ESPP") was approximately $1.2 million . This cost will be amortized on a straight-line basis over approximately 1.6 years . The following table shows the shares issued and their respective weighted-average purchase price per share, pursuant to the ESPP, during the six months ended December 25, 2015 and December 26, 2014 .
 
 
Six Months Ended
 
 
December 25,
2015
 
December 26,
2014
Shares issued
 
376,569

 
209,631

Weighted-average purchase price per share
 
$
4.53

 
$
7.50

Employee stock purchases typically occur in August and February of each fiscal year. As such, there were no employee stock purchases during the three months ended December 25, 2015 or December 26, 2014 .

19





18. STOCK REPURCHASE PROGRAM
In January 2013, the Company's board of directors approved a plan for the Company to repurchase shares of its common stock with a market value of up to $15.0 million . In November 2013, the Company announced an increase in the authorized repurchased amount to $30.0 million and in November 2014, the Company announced that it had extended its repurchase program through December 31, 2015. The Company's common stock may be repurchased in the open market or through negotiated transactions, including 10b5-1 trading plans that would enable the Company to repurchase its shares during periods outside of its normal trading windows. Purchases will cease if the authorized funds are spent or the program is discontinued. The Company is not obligated to acquire any particular amount of stock, and the program may be suspended or terminated at any time at the Company's discretion.
There were no shares repurchased during the three and six months ended December 25, 2015 . Since the inception of the repurchase plan in January 2013, the Company has repurchased approximately 1,566,000 shares of its common stock for approximately $18.0 million . As of December 25, 2015 , the Company had a remaining authorization of approximately $12.0 million for future share repurchases; however the new credit agreement signed in January 2015 restricts the ability of the Company to repurchase stock while borrowings under the agreement remain outstanding. SGI does not anticipate repurchasing stock while such debt is outstanding and the Company's board has not extended the Company's repurchase program beyond December 31, 2015.
 
19. NET LOSS PER SHARE
Basic net income (loss) per common share is computed by dividing unaudited consolidated net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing unaudited consolidated net income (loss) by the weighted average number of common shares outstanding and dilutive common shares outstanding during the period. For both the three and six months ended December 25, 2015 and December 26, 2014 , the effect of outstanding options, RSUs and PSUs were anti-dilutive to loss per share and were therefore excluded from the calculation of diluted loss per share.
The dilutive effect of outstanding options and RSUs is reflected in diluted net income per share, but not diluted loss per share, by application of the treasury stock method. As the Company had a net loss in both the three and six months ended December 25, 2015 and December 26, 2014 , basic and diluted net loss per share are the same for these periods.
The following table sets forth the computation of basic and diluted net loss per share for the three and six months ended December 25, 2015 and December 26, 2014 (in thousands, except per share amount):
 
 
Three Months Ended
 
Six Months Ended
 
 
December 25,
2015
 
December 26,
2014
 
December 25,
2015
 
December 26,
2014
Numerator:
 
 
 
 
 
 
 
 
Net loss
 
$
(479
)
 
$
(10,438
)
 
$
(12,051
)
 
$
(20,771
)
 
 
 
 
 
 
 
 
 
Denominator:
 
 

 
 

 
 
 
 
Weighted-average common shares used in computing basic and diluted net loss per share
 
35,531

 
34,375

 
35,352

 
34,399

 
 
 
 
 
 
 
 
 
Basic and diluted net loss per share
 
$
(0.01
)
 
$
(0.30
)
 
$
(0.34
)
 
$
(0.60
)
The following potentially dilutive securities have been excluded from the dilutive net loss per share calculations, as their effect would have been anti-dilutive (in thousands):
 
 
Three Months Ended
 
Six Months Ended
 
 
December 25,
2015
 
December 26,
2014
 
December 25,
2015
 
December 26,
2014
Options, RSUs, PSUs and ESPP
 
4,193

 
3,671

 
4,290

 
3,666



20

SILICON GRAPHICS INTERNATIONAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)



20. RETIREMENT BENEFIT PLAN
Defined Benefit Plans
The Company sponsors defined benefit plans covering certain of its employees in Germany ("German plan") and Japan ("Japan plan").
The net periodic benefit cost of the German and Japan plans were comprised of the following components (in thousands):
 
 
Three Months Ended
 
Six Months Ended
 
 
December 25,
2015
 
December 26,
2014
 
December 25,
2015
 
December 26,
2014
Net periodic benefit cost
 
 
 
 
 
 
 
 
Service cost
 
$
78

 
$
98

 
$
156

 
$
187

Interest expense
 
70

 
105

 
142

 
215

Expected return on plan assets
 
(34
)
 
(37
)
 
(69
)
 
(73
)
Amortization of actuarial losses
 
2

 
65

 
4

 
134

Net periodic benefit cost
 
$
116

 
$
231

 
$
233

 
$
463


21. INCOME TAXES
The Company recorded a tax provision of $0.4 million and $0.6 million for the three and six months ended December 25, 2015 , respectively. The tax expense primarily was comprised of tax liability computed based on the Company’s projected foreign financial results for the year ending June 24, 2016, state taxes, interest for unrecognized tax benefits and U.S. deferred tax liability related to nondeductible goodwill, partially offset by tax benefits from expiring statute of limitations. The effective tax rate differed from the combined federal and net state statutory income tax rate for the three and six months ended December 25, 2015 , primarily due to the tax rate differential of the Company's foreign operations and utilization of net operating losses not previously recognized.
The Company recorded a tax provision of $0.1 million and $0.5 million for the three and six months ended December 26, 2014 , respectively. The tax expense primarily was comprised of tax liability computed based on the Company’s projected foreign financial results for the year ended June 26, 2015, state taxes, interest for unrecognized tax benefits and U.S. deferred tax liability related to nondeductible goodwill, partially offset by tax benefits from expiring statute of limitations and tax refunds in foreign jurisdictions. The effective tax rate differed from the combined federal and net state statutory income tax rate for the three and six months ended December 26, 2014 , primarily due to the tax rate differential of the Company's foreign operations and utilization of net operating losses not previously recognized.
As of December 25, 2015 , the Company has provided a partial valuation allowance against its net deferred tax assets. Management continues to evaluate the realizability of deferred tax assets and related valuation allowance. If management's assessment of the deferred tax assets or the corresponding valuation allowance were to change, the Company would record the related adjustment to income during the period in which management makes the determination.
The Company had $6.0 million of gross unrecognized tax benefit as of December 25, 2015 , of which $1.5 million will impact the effective tax rate when recognized. The Company recognizes interest expense and penalties related to the unrecognized tax benefits within income tax expense. As of December 25, 2015 , the Company also had $6.5 million of interest and penalties attributable to the gross unrecognized tax benefits. It is reasonably possible that over the next twelve-month period the Company may experience an increase or decrease in its unrecognized tax benefits.

22. SEGMENT INFORMATION
The Company's operating segments are determined based upon several criteria including: the Company's internal organizational structure; the manner in which the Company's operations are managed; the criteria used by the Company's Chief Operating Officer, the Chief Operating Decision Maker (“CODM”), to evaluate segment performance; and the Company's availability of separate financial information.

21

SILICON GRAPHICS INTERNATIONAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)



A description of the Company's two reportable segments is as follows:
Product— The Product segment is comprised of our Compute and Storage solutions. Compute solutions include our scale-out computing, scale-up computing and software solutions. Compute solutions also include integrated third-party hardware and software products that we sell to provide a single source solution for our customers. Our compute solutions are designed to minimize the number and complexity of interconnects for power and data transfer to improve reliability, speed of implementation and serviceability. Storage solutions include both hardware and software offerings to address virtually every type of data storage and management requirement. Products range from entry-level disk arrays to complex storage systems, with innovative technology and hardware. Our storage solutions are designed to provide extreme scale, broad flexibility and to minimize the cost to store data.
Service— The Service segment is comprised of customer service support and professional services. Our customer support organization provides ongoing maintenance and technical support for our products and some third-party products, as well as contracted maintenance services, hardware deployment services (install and de-install), time and materials-based services and spare parts. Our professional services organization provides value added services associated with technology consulting, project management and customer education, all of which help our customers realize the full value of their information technology investments.
The Company's CODM evaluates the performance of its operating segments based on revenue and operating profit (loss). Revenues are generally allocated based on the type of products and service provided to our customers. Operating profit (loss) for each segment includes related cost of sales and operating expenses directly attributable to the segment. A portion of the segments' expenses arise from shared services and infrastructure that the Company provides to the segments in order to realize economies of scale and to efficiently use resources. These expenses, collectively called corporate charges, include costs of centralized research and development and other corporate infrastructure expenses. The corporate charges that are directly attributable to the segments are allocated and are reassessed on a periodic basis. The allocations have been determined on a basis that the Company considers to be a reasonable reflection of the utilization of services provided to or benefits received by the segments. The profitability of each of the segments is measured after excluding share-based compensation expenses, amortization and impairment of intangibles, restructuring charges, manufacturing transition costs, general and administration charges, other unallocated corporate charges and other items as noted in the reconciliation below as management does not include this information in its measurement of the performance of the operating segments.
Segment Results
Summary information by operating segment for the three and six months ended December 25, 2015 and December 26, 2014 is as follows (in thousands):
 
 
Three Months Ended
 
Six Months Ended
 
 
December 25,
2015
 
December 26,
2014
 
December 25, 2015
 
December 26, 2014
Total net revenue
 
 
 
 
 
 
 
 
Product
 
$
114,996

 
$
100,288

 
$
209,086

 
$
175,290

Service
 
36,830

 
37,862

 
69,047

 
74,561

Total net revenue
 
$
151,826

 
$
138,150

 
$
278,133

 
$
249,851

 
 
 
 
 
 
 
 
 
Operating profit from reportable segments
 
 
 
 
 
 
 
 
Product
 
$
11,542

 
$
5,688

 
$
11,683

 
$
6,079

Service
 
13,736

 
14,842

 
26,666

 
29,540

Total operating profit from reportable segments (1)
 
$
25,278

 
$
20,530

 
$
38,349

 
$
35,619

(1) The profitability of each of the segments is measured excluding unallocated corporate charges, restructuring and severance, amortization and impairment of intangibles, share-based compensation expenses, and other items as noted in the reconciliation below.

22

SILICON GRAPHICS INTERNATIONAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)




The following table reconciles segment results to our total company results from operations before taxes:
 
 
Three Months Ended
 
Six Months Ended
 
 
December 25,
2015
 
December 26,
2014
 
December 25,
2015
 
December 26,
2014
 
 
(in thousands)
Total reportable segments' operating profit
 
$
25,278

 
$
20,530

 
$
38,349

 
$
35,619

All other corporate charges:
 
 
 
 
 
 
 
 
Unallocated operating expenses
 
18,385

 
19,993

 
34,421

 
39,836

Restructuring and severance
 
730

 
3,792

 
1,674

 
4,884

Amortization and impairment of intangibles
 
192

 
1,310

 
284

 
1,525

Share-based compensation
 
3,167

 
4,171

 
7,074

 
7,670

Other
 
1,396

 
1,268

 
2,679

 
1,818

Total all other corporate charges
 
23,870

 
30,534

 
46,132

 
55,733

Income (loss) from operations, as reported
 
$
1,408

 
$
(10,004
)
 
$
(7,783
)
 
$
(20,114
)
The segment information is presented on the basis which the Company's CODM evaluates the performance of its operating segments.
The Company's assets are located primarily in the United States and are not allocated to any specific region. The Company does not measure the performance of its business segments on any asset-based metrics. Therefore, reportable segment information is presented only for revenue and operating profit.
Customer information
A significant portion of the Company's revenue was generated from a limited number of customers. For the three months ended December 25, 2015 , various agencies of the United States government, excluding system integrators (collectively, U.S. government) and one customer, accounted for approximately 30% and 15% of the Company's revenue, respectively. For the three months ended December 26, 2014 , the U. S. government accounted for approximately 21% of the Company's revenue and another customer accounted for approximately 12% of the Company's revenue.
For the six months ended December 25, 2015 , two customers accounted for 10% percent or more of the Company's total net revenue. The U.S. government accounted for approximately 30% of the Company's revenue and another customer accounted for approximately 11% of the Company's revenue. For the six months ended December 26, 2014 , two customers accounted for 10% percent or more of the Company's total net revenue. The U.S. government accounted for approximately 21% of the Company's revenue and another customer accounted for approximately 10% of the Company's revenue.
At December 25, 2015 , one customer accounted for approximately 24% of the Company's accounts receivable. At June 26, 2015 , four customers accounted for approximately 56% of the Company's accounts receivable.

23

SILICON GRAPHICS INTERNATIONAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)



Geographic Information
The following table presents revenue by geographic region for the three and six months ended December 25, 2015 and December 26, 2014 (in thousands except percentages):
 
Three Months Ended
 
Six Months Ended
 
December 25,
2015
 
December 26,
2014
 
December 25,
2015
 
December 26,
2014
 
 
 
 
 
 
 
 
Americas
$
82,064

 
$
87,615

 
$
162,523

 
$
155,285

     As a percent of total net revenue
54.1
%
 
63.4
%
 
58.4
%
 
62.2
%
EMEA
18,561

 
16,864

 
44,104

 
34,477

     As a percent of total net revenue
12.2
%
 
12.2
%
 
15.9
%
 
13.8
%
APJ
51,201

 
33,671

 
71,506

 
60,089

     As a percent of total net revenue
33.7
%
 
24.4
%
 
25.7
%
 
24.0
%
Total revenue
$
151,826

 
$
138,150

 
$
278,133

 
$
249,851

The Americas geographic region includes both North and South America. The Europe geographic region ("EMEA") includes European countries. The Asia-Pacific geographic region ("APJ") includes Australia, Japan and all other Asian countries.
International sales to Japan, the only single foreign country which accounted for 10% or more of total revenue, were $48.0 million or 32% and $64.4 million or 23% for the three and six months ended December 25, 2015 , respectively. International sales to Japan, the only single foreign country which accounted for 10% or more of total revenue, were $20.7 million or 15% and $40.9 million or 16% for the three and six months ended December 26, 2014 , respectively. No other individual foreign country's revenue accounted for 10% or more of revenues in the three and six months ended December 25, 2015 and December 26, 2014 .
23. FINANCIAL GUARANTEES
The Company has issued financial guarantees to cover rent on leased facilities and equipment, to government authorities for value-added tax and other taxes and to various other parties to support payments in advance of future delivery on goods and services. The majority of the Company's financial guarantees have terms of one year or more. The maximum potential obligation under financial guarantees at December 25, 2015 was $4.4 million for which the Company has $4.2 million of assets held as collateral. The full amount of the assets held as collateral are included in short-term and long-term restricted cash in the accompanying unaudited condensed consolidated balance sheets.

24. COMMITMENTS AND CONTINGENCIES
Off Balance Sheet Arrangement
As of December 25, 2015 , the Company had a $2.0 million outstanding letter of credit with Wells Fargo Bank to back the Company's obligation to pay or perform when required to do so pursuant to the requirements of an underlying agreement or the provision of goods or services to a supplier.
Indemnification Agreements
The Company enters into standard indemnification agreements with its customers and certain other business partners in the ordinary course of business. These agreements include provisions for indemnifying the customer against any claim brought by a third party to the extent any such claim alleges that the Company's product infringes a patent, copyright or trademark, or misappropriates a trade secret, of that third-party. The agreements generally limit the scope of the available remedies in a variety of industry-standard methods, including, but not limited to, product usage and geography-based limitations, a right to control the defense or settlement of any claim and a right to replace or modify the infringing products to make them non-infringing. The Company has not incurred significant expenses related to these indemnification agreements and no material claims for such indemnifications were outstanding as of December 25, 2015 . As a result, the Company believes the estimated fair value of these indemnification agreements, if any, to be immaterial; accordingly, no liability has been recorded with respect to such indemnifications as of December 25, 2015 .

24

SILICON GRAPHICS INTERNATIONAL CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(UNAUDITED)



Contingencies
The Company may, from time to time, be involved in legal proceedings and disputes that arise in the normal course of business. These matters include product liability actions, patent infringement actions, contract disputes, domestic and international federal, state and local tax reviews and audits and other matters. The Company also may be subject to litigation and/or adverse rulings or judgments as a result of certain contractual indemnification obligations. The Company records a provision for a liability when management believes that it is both probable that a liability has been incurred and it can reasonably estimate the amount of the loss. The Company believes it has adequate provisions for any such matters. The Company reviews these provisions at least quarterly and adjusts these provisions to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case.
Third parties in the past have asserted, and may in the future assert, intellectual property infringement claims against the Company, and such future claims, if proven, could require the Company to pay substantial damages or to redesign its existing products or pay fees to obtain cross-license agreements. Litigation may be necessary in the future to enforce or defend the Company's intellectual property rights, to protect the Company's trade secrets or to determine the validity and scope of its proprietary rights or the proprietary rights of others. Any such litigation could result in substantial costs and diversion of management resources, either of which could harm the Company's business, operating results and financial condition. Further, many of the Company's current and potential competitors have the ability to dedicate substantially greater resources to enforcing and defending their intellectual property rights than the Company.
Additionally, from time to time, the Company receives inquiries from regulatory agencies informally requesting information or documentation. There can be no assurance in any given case that such informal review will not lead to further proceedings involving the Company in the future.
The Company is not aware of any pending disputes, including those outlined above, that would be likely to have a material adverse effect, either individually or in the aggregate, on its consolidated financial condition, results of operations or liquidity. However, litigation is subject to inherent uncertainties and costs and unfavorable outcomes could occur. An unfavorable outcome could include the payment of monetary damages, cash or other settlement, or an injunction prohibiting it from selling one or more products. If an unfavorable resolution were to occur, there exists the possibility of a material adverse impact on the Company's consolidated financial condition, results of operations or cash flows of the period in which the resolution occurs or on future periods.
Other Commitments
For a description of significant leases and purchase commitments see Note 24 of the Company's Annual Report on Form 10-K filed with the SEC on September 9, 2015 .

25





ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements included or incorporated by reference in this Form 10-Q other than statements of historical fact, are forward-looking statements. Investors can identify these and other forward-looking statements by the use of words such as “estimate,” “may,” “will,” “could,” “anticipate,” “expect,” “intend,” “believe,” “continue” or the negative of such terms, or other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Forward-looking statements also include the assumptions underlying or relating to such statements.
Our actual results could differ materially from those projected in the forward-looking statements included herein as a result of a number of factors, risks and uncertainties, including, among others, the risks discussed in this Part I, Item 2 -"Management's Discussion and Analysis of Financial Condition and Results of Operations,” the risk factors set forth in Part II, Item 1A- "Risk Factors” and elsewhere in this Form 10-Q and the risk factors set forth in our Annual Report on Form 10-K for the year ended June 26, 2015 filed with the Securities and Exchange Commission (the “SEC”) on September 9, 2015 (our “Annual Report”). The information included herein is as of the filing date of this Form 10-Q with the SEC and future events or circumstances could differ materially from the forward-looking statements included herein. Accordingly, we caution readers not to place undue reliance on these forward-looking statements. Unless required by law, we expressly disclaim any obligation to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise. All subsequent written or oral forward-looking statements attributable to SGI or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Readers are urged to carefully review and consider the various disclosures made in this report and other documents we file from time to time with the SEC to advise interested parties of the risks and factors that may affect our business.
The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto in Part I, Item 1 in this Form 10-Q and with our financial statements and notes thereto for the year ended June 26, 2015 contained in our Annual Report.
Overview
SGI is a global leader in high performance solutions for compute, data analytics and data management, that enable customers to accelerate time to discovery, innovation and profitability. We are focused on helping customers solve their most demanding business and technology challenges.
We develop, market and sell a broad line of low cost, mid-range and high-end scale-out and scale-up servers, enterprise-class storage hardware, differentiating software and designed-to-order solutions for large-scale deployments, coupled with global support and highly experienced professional services. SGI solutions are designed to deliver high impact results with lower total costs of ownership and to achieve industry-leading speed, scale and efficiency.
SGI solutions are utilized by scientific, business and government communities to fulfill highly compute intensive application needs in petascale and exascale environments. Delivering industry-leading computing power and fast and efficient data movement, both within the computing system and to and from large-scale data storage installations, SGI systems enable customers to access, analyze, transform, manage and visualize information in real and near real-time.
Our goal is to accelerate time to results in key markets including federal government, defense and strategic systems, weather and climate, physical and life sciences, energy (including oil and gas), aerospace, automotive manufacturing, internet, financial services, education and research institutions, and media and entertainment.
We are focused on building upon the success in our existing high performance solution for compute business as well as increasing our service business with an emphasis on professional services. With our enhanced go-to-market capability, which include large partners and resellers, we believe we will penetrate the higher margin in-memory market that will largely target commercial enterprise businesses and have begun to see positive traction in the market. Our SGI UV for SAP Hana is designed to streamline database management for single large node environments, which require extremely high capacity and scale to meet the needs of in-memory databases. Our management continues to focus on opportunities to enhance operational efficiency to reduce costs that will enable profitability while maintaining appropriate levels of investment as well as cash generation. We believe that this strategic plan will help create a strong foundation for our business results in the long-term.
We continue to have a strong international presence with 48.0% and 43.5% of total revenue from sales outside of the U.S. in the three and six months ended December 25, 2015 , respectively. Total revenue from sales outside of the U.S. in the three and six months ended December 26, 2014 were 38.0% and 39.5% of total revenue, respectively. In addition, our customer base continues to expand in various sectors, including the public and manufacturing sectors.

26





Significant Events
Our financial results during the three and six months ended December 25, 2015 and December 26, 2014 were affected by certain significant events that should be considered in comparing the periods presented.
Term Loan
On January 27, 2015 , we entered into a credit agreement (the "Term Loan") among the Company, certain lenders and Morgan Stanley Senior Funding, Inc., as administrative and collateral agent and lead arranger. The Term Loan provided an aggregate principal amount of $70.0 million with a term of three and a half years , bearing interest at the LIBO Rate (as defined in the Credit Agreement), subject to a 1.0% minimum, plus 9.0% per annum. The Term Loan provided $66.2 million of cash, net of borrowing and origination costs of approximately $3.8 million , which was used to pay off the prior credit facility and provide cash and cash equivalents sufficient to fund working capital requirements, capital expenditures and operations. As of December 25, 2015 , the Company had $65.9 million , net of unamortized debt issuance costs of $2.8 million outstanding principal balance owed on the Term Loan of which approximately $65.2 million , net of unamortized issuance costs of $1.7 million was recorded in long-term liabilities. The Company was in compliance with all covenants under the Term Loan, as of December 25, 2015 .
Impairment of Intangible Assets
During the second quarter of fiscal 2015, we ceased selling and supporting products related to an asset acquisition acquired in fiscal 2014 and determined that the remaining intangible assets related to this acquisition were impaired. We recorded an impairment charge of $1.1 million in the second quarter of fiscal 2015, impacting cost of revenue by $0.8 million and sales expense by $0.3 million.

Results of Operations
Summarized below are the results of our operations for the three and six months ended December 25, 2015 as compared to the three and six months ended December 26, 2014 .
Financial Highlights
Our total revenue for the three months ended December 25, 2015 was $151.8 million , an increase of $13.7 million or 9.9% , from the comparable period in fiscal 2015. Revenue increased $28.3 million or 11.3% in the six months ended December 25, 2015 from $249.9 million in the six months ended December 26, 2014 . The increase in both the three and six months of fiscal 2016 compared to the same periods in fiscal 2015, were due primarily to higher products revenue, particularly in our international operations, offset by a slight reduction in service revenue. The increase in product revenue for both periods are consistent with our strategic decision to focus our investments in strategic areas of HPC and High Performance Data Analytics ("HPDA"). We have been successful in winning large strategic projects primarily for the U.S. government and have seen good traction in our HPDA business. The decrease in our service revenue for both periods is due to the lower volume of products sold over the last few years requiring service needs and the timing of professional services provided. In addition, we experienced a decline in our support revenue associated with initial product sales as our customers refresh their technology to newer generation products. The warranty period for our products is generally one to three years, as such the amount of support and maintenance revenue is expected to be lower given that products are still under warranty.
Our overall gross margin was 26.9% in the three months ended December 25, 2015 , an increase of 0.3 percentage points from 26.6% in the three months ended December 26, 2014 . The change in our overall gross margin percentage in the three months ended December 25, 2015 was primarily due to higher product margin resulting from a higher UV mix compared to the comparable quarter last year. Our UV products typically generate a much higher margin than our other products. We also benefited from lower severance costs and impairment charges during the second quarter of fiscal 2016. We recognized an impairment charge of $0.8 million related to our decision to discontinue selling and supporting certain storage products during the second quarter of fiscal 2015.
Our overall gross margin was 24.9% in the six months ended December 25, 2015 , a decrease of 2.8 percentage points from 27.7% in the six months ended December 26, 2014 . The change in our overall gross margin percentage in the six months ended December 25, 2015 was primarily driven by an unfavorable mix compared to the comparable period last year, with a much lower mix of service revenue, which typically has a higher gross margin. In addition, during the six months ended December 25, 2015 , we were also negatively impacted as a result of one large program where we recognized revenue at a much lower margin than our typical run rate business. 
Our research and development, selling and general and administrative expenses were $39.4 million in the three months ended December 25, 2015 compared to $46.8 million in the prior year comparable quarter, a decrease of approximately $7.4 million . The decrease was attributed to the decline in compensation and related expenses due to reductions in

27





headcount along with lower spending due to tight expense controls. We also benefited from lower share-based compensation, severance and impairment charges. As indicated above, we took an impairment charge in the second quarter of 2015 related to an acquisition made in 2014. This was slightly offset by an increase in bad debt reserves.
Our research and development, selling and general and administrative expenses were $77.1 million in the six months ended December 25, 2015 compared to $89.2 million in the prior year comparable period, a decrease of approximately $12.1 million . The decrease was attributed to the decline in compensation and related expenses due to reductions in headcount along with lower spending due to tight expense controls. We also benefited from lower share-based compensation, severance and impairment charges. As indicated above, we took an impairment charge in the second quarter of 2015 related to an acquisition made in 2014. This was slightly offset by an increase in bad debt reserves.
Total headcount as of December 25, 2015 was 1,082, which reflected a net reduction of 18 employees or approximately 2%, from 1,100 as of December 26, 2014 primarily due to cost reduction actions occurring over the last fiscal year.
During the three and six months ended December 25, 2015 , we incurred approximately $0.8 million and $1.7 million , respectively, of severance charges associated with planned cost reductions. During the three and six months ended December 26, 2014 , we incurred approximately $3.8 million and $4.8 million , respectively, of severance charges associated with planned cost reductions.
Interest expense, net was approximately $2.0 million and $4.1 million for the three and six months ended December 25, 2015 compared to $0.1 million and $0.1 million in the comparable three and six month periods in December 26, 2014 . As indicated above, On January 27, 2015 , we entered into a credit agreement providing an aggregate principal amount of $70.0 million with a term of three and a half years , bearing interest at the LIBO Rate (as defined in the Credit Agreement), subject to a 1.0% minimum, plus 9.0% per annum.
Net loss for the three months ended December 25, 2015 was $0.5 million , or a reduction of $9.9 million compared to a net loss of $10.4 million in the comparable quarter last year. Net loss for the six months ended December 25, 2015 was $12.1 million or a reduction of $8.7 million compared to the net loss of $20.8 million for the six months ended December 26, 2014 . The decrease in net loss for both the three and six month periods ended December 25, 2015 compared to the comparable periods last year was primarily driven by higher revenue and lower operating expenses, which was offset by higher interest expense due to the Term Loan obtained in January 2015.
We continue to streamline our operations and maintain tight controls over spending in order to help achieve our long-term operating targets and goals, as well as to enable increased new investment in new products and emerging technologies.
Net Revenue
 
Three Months Ended
Change
 
Six Months Ended
Change
 
December 25,
2015
 
December 26,
2014
 
December 25,
2015
 
December 26,
2014
 
($ in thousands)
 
 
($ in millions)
 
 
 
 
 
 
 
 
 
 
 
Net revenue from products:
114,996

 
100,288

14,708
 
209,086

 
175,290

33,796
         As a percent of total net revenue
75.7
%
 
72.6
%
3.1 ppts
 
75.2
%
 
70.2
%
5.0 ppts
Net revenue from services
36,830

 
37,862

(1,032)
 
69,047

 
74,561

(5,514)
         As a percent of total net revenue
24.3
%
 
27.4
%
(3.1) ppts
 
24.8
%
 
29.8
%
(5.0) ppts
Total net revenue
$
151,826

 
$
138,150

$13,676
 
$
278,133

 
$
249,851

$28,282
Revenue. We derive revenue from the sale of products and services directly to end-users as well as through resellers and system integrators. Product revenue is derived from the sale of mid-range to high-end computing servers and data storage systems as well as software. We enter into sales contracts to deliver multiple products and/or services. In accordance with our revenue recognition policy, certain sales contracts are deferred and recognized over the service period. Service revenue is generated from the sale of standard maintenance contracts as well as custom maintenance contracts that are tailored to individual customers' needs. We recognize service revenue ratably over the service periods. Maintenance contracts are typically between one to three years in length, and we actively pursue renewals of these contracts. We also generate professional services revenue related to implementation of and training on our products.

28





We continuously make revisions to our product offerings and improvements of our product's performance and data storage capacity. Accordingly, we are unable to directly compare our products from period to period and are therefore unable to quantify the changes in pricing of our products from period to period. We believe that our on-going revisions to product offerings and product feature improvements help mitigate competitive pricing pressures by shifting the competitive landscape to differentiated value rather than price. Among other things, the timing of our revenue is primarily dependent upon the funding and implementation schedule of our customers. A significant portion of our revenue relates to large IT projects, which can have long sales cycles and long build-out and acceptance schedules. In addition, we derive a significant portion of our revenue from the U.S. government and from system integrators and educational institutions that receive funding from the U.S. government. Protracted Federal budget deliberations, Government shutdowns and other disruptions in the timely funding or acceptance of government-related programs can impact the timing of our revenue.
The following table presents revenue by geographic region for the three and six months ended December 25, 2015 and December 26, 2014 (in thousands except percentages):
 
Three Months Ended
 
Change
 
Six Months Ended
 
Change
 
December 25,
2015
 
December 26,
2014
 
 
December 25,
2015
 
December 26,
2014
 
 
 
 
 
 
 
 
 
 
 
 
 
Americas
$
82,064

 
$
87,615

 
$(5,551)
 
$
162,523

 
$
155,285

 
$7,238
     As a percent of total net revenue
54.1
%
 
63.4
%
 
(9.3) ppts
 
58.4
%
 
62.2
%
 
(3.8) ppts
EMEA
18,561

 
16,864

 
1,697
 
44,104

 
34,477

 
9,627
     As a percent of total net revenue
12.2
%
 
12.2
%
 
—%
 
15.9
%
 
13.8
%
 
2.1 ppts
APJ
51,201

 
33,671

 
17,530
 
71,506

 
60,089

 
11,417
     As a percent of total net revenue
33.7
%
 
24.4
%
 
9.3 ppts
 
25.7
%
 
24.0
%
 
1.7 ppts
Total revenue
$
151,826

 
$
138,150

 
$13,676
 
$
278,133

 
$
249,851

 
$28,282
The Americas geographic region includes both North and South America. The Europe geographic region ("EMEA") includes European countries. The Asia-Pacific geographic region ("APJ") includes Australia, New Zealand, Japan and all other Asian countries.
Revenue generated in the Americas represented 54.1% of total revenue during the second quarter of fiscal 2016 , or a decrease of 9.3 percentage points from 63.4% during the comparable quarter last year. Revenue generated in the Americas represented 58.4% of total revenue during the first half of fiscal 2016, or a decrease of 3.8 percentage points from 62.2% during the comparable period last year. The decrease in revenue in the Americas for both the three and six months ended December 25, 2015 compared to the comparable periods in fiscal 2015 was due primarily to a significant increase in the number of large programs, particularly in Japan, reflecting our efforts to win large strategic projects.
Our revenue mix by geography illustrates that we continue to have strong international presence representing 48.0% and 43.5% , of our total revenue for the three and six months ended December 25, 2015 . Revenue from sales outside of the U.S. was 38.0% and 39.5% in the three and six months ended December 26, 2014 , respectively.
For the three months ended December 25, 2015 , various agencies of the United States government, excluding system integrators ("U.S. government") and one customer accounted for approximately 30% and 15% of total revenue, respectively. For the three months ended December 26, 2014 , the U.S. government and one customer accounted for approximately 21% and 15% total revenue, respectively.
For the six months ended December 25, 2015 , two customers accounted for 10 percent or more of the Company's total net revenue. The U.S. government accounted for approximately 30% of the Company's revenue and another customer accounted for approximately 11% of the Company's revenue. For the six months ended December 26, 2014, two customers accounted for 10 percent or more of the Company's total net revenue. The U.S. government accounted for approximately 21% of the Company's revenue and another customer accounted for approximately 10% of the Company's revenue.

29





Cost of revenue and gross profit
Cost of revenue and gross profit for the three and six months ended December 25, 2015 and December 26, 2014 were as follows (in thousands except percentages):
 
 
Three Months Ended
 
Change
 
Six Months Ended
 
Change
 
 
December 25, 2015
 
December 26, 2014
 
$
 
%
 
December 25, 2015
 
December 26, 2014
 
$
 
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total cost of revenue
 
$
111,001

 
$
101,341

 
$
9,660

 
9.5%
 
$
208,844

 
$
180,670

 
$
28,174

 
15.6%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total gross profit
 
$
40,825

 
$
36,809

 
$
4,016

 
10.9%
 
$
69,289

 
$
69,181

 
$
108

 
0.2%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total gross margin
 
26.9
%
 
26.6
%
 
 
 
0.3 ppts
 
24.9
%
 
27.7
%
 
 
 
(2.8) ppts
Cost of revenue consists of costs associated with direct material, labor, manufacturing overhead, shipment of products, inventory write downs and share-based compensation. Cost of revenue also includes personnel costs for providing maintenance and professional services. Our manufacturing overhead and professional services personnel costs are fixed or semi-variable. Our gross margins are impacted by changes in customer and product mix, pricing actions by our competitors and commodity prices that comprise a significant portion of cost of revenue from period to period. In addition, when certain sales contracts are deferred in accordance with our revenue recognition policy, the related cost of revenue is deferred and recognized upon recognition of revenue.
Our cost of revenue and gross profit are impacted by price changes, product configuration, revenue mix and product material costs. Our service cost of revenue and gross margin are impacted by timing of support service initiations and renewals, and incremental investments in our customer support infrastructure.
Overall gross profit increased by $4.0 million to $40.8 million in the three months ended December 25, 2015 from $36.8 million in the three months ended December 26, 2014 . During the second quarter of fiscal 2016, we recognized higher revenue of $9.7 million compared to the prior comparable period and we benefited from lower severance, share-based compensation and impairment charges. As indicated above, we took an impairment charge of $1.1 million in the second quarter of 2015 related to an acquisition made in 2014, of which $0.8 million impacted cost of revenue. Our overall gross margin also increased to 26.9% in the three months ended December 25, 2015 from 26.6% in the three months ended December 26, 2014 . The slight increase in gross margin for the three months ended December 25, 2015 was primarily driven by the comments discussed above offset by a an unfavorable product mix with lower service revenue, which typically generates a higher gross margin.
Overall gross profit increased by $0.1 million to $69.3 million in the six months ended December 25, 2015 from $69.2 million in the six months ended December 26, 2014 . During the second half of 2016, we recognized higher revenue of $28.2 million compared to the prior comparable period and we benefited from lower severance, share-based compensation and impairment charges. As indicated above, we took an impairment charge of $1.1 million in the second half of 2015 related to an acquisition made in 2014, of which $0.8 million impacted cost of revenue. However, during the second half of 2016, we were negatively impacted as a result of one large program where we recognized revenue at a much lower margin than our typical run rate business.  Our overall gross margin decreased to 24.9% in the six months ended December 25, 2015 from 27.7% in the six months ended December 26, 2014 . The decrease in gross margin for the six months ended December 25, 2015 was primarily driven by the large low margin deal discussed above as well as an unfavorable product mix with lower service revenue, which typically generates higher gross margin. This was slightly offset by the lower cost savings described above.

30





Operating Expenses
Operating expenses for the three and six months ended December 25, 2015 and December 26, 2014 were as follows (in thousands except percentages):
 
 
Three Months Ended
 
Change
 
Six Months Ended
 
Change
 
 
December 25,
2015
 
December 26,
2014
 
$
%
 
December 25,
2015
 
December 26,
2014
 
$
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Research and development
 
$
12,987

 
$
14,779

 
$
(1,792
)
(12.1
)%
 
$
26,167

 
$
27,979

 
$
(1,812
)
(6.5)%
Sales and marketing
 
13,826

 
16,780

 
(2,954
)
(17.6
)%
 
26,394

 
32,641

 
(6,247
)
(19.1)%
General and administrative
 
12,604

 
15,254

 
(2,650
)
(17.4
)%
 
24,511

 
28,559

 
(4,048
)
(14.2)%
Restructuring
 

 

 

N/A

 

 
116

 
(116
)
(100.0)%
Total operating expense
 
$
39,417

 
$
46,813

 
$
(7,396
)
(15.8
)%
 
$
77,072

 
$
89,295

 
$
(12,223
)
(13.7)%
Research and development. Research and development expense consists primarily of personnel and related costs, contractor fees, new component testing and evaluation, test equipment, new product design and testing, other product development activities, share-based compensation, and facilities and information technology costs.
Research and development expense decreased $1.8 million or 12.1% to $13.0 million in the three months ended December 25, 2015 from $14.8 million in the three months ended December 26, 2014 . We continued to invest in new product design and development activities in order to enhance our products and product portfolio. We received an increase in third-party funding of approximately $0.4 million and also benefited from lower severance expense of $0.8 million and lower facility and share-based compensation costs.
Research and development expense decreased $1.8 million or 6.5% to $26.2 million in the six months ended December 25, 2015 compared to $28.0 million in the six months ended December 26, 2014 . We continued to invest in new product design and development activities in order to enhance our products and product portfolio. We received an increase in third-party funding of approximately $0.7 million and also benefited from lower severance expense of $0.8 million and lower facility costs.
Sales and marketing. Sales and marketing expense consists primarily of salaries, bonuses and commissions paid to our sales and marketing employees, amortization of intangible assets, share-based compensation, and facilities and information technology costs. We also incur marketing expenses for activities such as trade shows, direct mail and advertising.
Sales and marketing expense decreased $3.0 million , or 17.6% , to $13.8 million in the three months ended December 25, 2015 from $16.8 million in the three months ended December 26, 2014 . This decrease was primarily due to lower severance of $1.5 million, lower compensation and related expenses of $0.6 million as a result of decreased headcount. We also benefited from lower commissions expense reflecting a change in the sales commission targets and lower travel and entertainment costs compared to last year. This was slightly offset by higher bonuses.
Sales and marketing expense decreased $6.2 million , or 19.1% , to $26.4 million in the six months ended December 25, 2015 from $32.6 million in the six months ended December 26, 2014 . This decrease was primarily due to lower severance of $1.3 million, lower compensation and related expenses of $2.1 million as a result of decreased headcount. We also benefited from lower commissions expense of $1.1 million reflecting a change in the sales commission targets and lower travel and entertainment costs of $0.4 million compared to last year. In addition, during the six months ended December 26, 2014 , as a result of a decision made to discontinue selling and support certain storage products, we recorded an impairment charge of $0.3 million impacting sales expense.
We will continue to deploy our sales and support organizations to focus on key vertical markets such as defense and strategic systems, weather and climate, physical sciences, life sciences, energy (including oil and gas), aerospace and automotive manufacturing, media and entertainment, semiconductor design, manufacturing, financial services, data centers and business intelligence and data analytics. In addition, we are also investing in our marketing functions in order to ensure that we are in markets and technologies that will provide us with growth in our target segments.
General and administrative. General and administrative expense consists primarily of personnel costs, legal and professional service costs, depreciation, bad debt expense, share-based compensation, and facilities and information technology costs.

31





General and administrative expense decreased $2.7 million , or 17.4% , to $12.6 million in the three months ended December 25, 2015 from $15.3 million in the three months ended December 26, 2014 . This decrease was primarily due to a decrease in our compensation and related expenses of $0.7 million as a result of decreased headcount. We also experienced a decrease in lower third party and facility costs as a result of tight spending and facility closures compared to a year ago. In addition, our share-based compensation expense during the second quarter of fiscal 2016 was $0.4 million lower compared to the same period last year. This decrease was partially offset by higher bad debt reserves and severance compared to the second quarter of fiscal 2015.
General and administrative expense decreased $4.0 million , or 14.2% , to $24.5 million in the six months ended December 25, 2015 from $28.6 million in the six months ended December 26, 2014 . This decrease was primarily due to a decrease in our compensation and related expenses of $1.4 million as a result of decreased headcount. We also experienced a decrease in third party expenses of $2.8 million and a decrease in facility costs of $1.1 million as a result of tight spending and facility closures compared to the same period a year ago. This decrease was partially offset by higher bad debt reserves and share-based compensation.
Restructuring . Total restructuring expense related to our fiscal 2012 restructuring action was immaterial for both the three and six months ended December 25, 2015 and December 26, 2014 as this restructuring action has been completed.
Total other income, net
Total other income, net for the three and six months ended December 25, 2015 and December 26, 2014 were as follows (in thousands except percentages):
 
Three Months Ended
 
Change
 
Six Months Ended
 
Change
 
December 25,
2015
 
December 26,
2014
 
$
%
 
December 25,
2015
 
December 26,
2014
 
$
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense, net
$
(2,027
)
 
$
(58
)
 
$
(1,969
)
3,394.8
 %
 
$
(4,056
)
 
$
(100
)
 
$
(3,956
)
3,956.0%
Other income (expense), net
540

 
(247
)
 
787

(318.6
)%
 
437

 
(104
)
 
541

(520.2)%
Total other (expense) income, net
$
(1,487
)
 
$
(305
)
 
$
(1,182
)
387.5
 %
 
$
(3,619
)
 
$
(204
)
 
$
(3,415
)
1,674.0%
Interest expense, net. Interest expense, net primarily consists of interest expense relating to our Term Loan, as well as interest earned on our interest-bearing investment accounts. During the three and six months ended December 25, 2015 , we recorded $2.0 million and $4.1 million of interest expense primarily related to our Term Loan which we entered into in January 2015.
Other income, net. Other income, net during the six months ended December 25, 2015 consisted of foreign exchange gains (losses) as a result of the exchange rates primarily for the Euro, British Pound, Czech Koruna, Japanese Yen, Canadian dollar and Australian dollar against the U.S. Dollar. We have a hedging strategy that is intended to mitigate the effect of exchange rate fluctuations on certain foreign currency balance sheet accounts and cash flows.
Income tax provision
Income tax provision for the three and six months ended December 25, 2015 and December 26, 2014 were as follows (in thousands except percentages):
 
Three Months Ended
 
Change
 
Six Months Ended
 
Change
 
December 25,
2015
 
December 26,
2014
 
$
%
 
December 25,
2015
 
December 26,
2014
 
$
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income tax provision
$
400

 
$
129

 
$
271

210.1
%
 
$
649

 
$
453

 
$
196

43.3%
We recorded a tax provision of $0.4 million and $0.6 million for the three and the six months ended December 25, 2015 , respectively. The tax provision primarily was comprised of tax liability computed based on the Company’s projected full-year foreign taxes, state taxes, interest for unrecognized tax benefits and U.S. deferred tax liability related to nondeductible goodwill, partially offset by tax benefits from expiring statute of limitations. The effective tax rate differed from the combined federal and net state statutory income tax rate for the three and six months ended December 25, 2015 primarily due to the tax rate differential of the Company's foreign operations and utilization of net operating losses not previously recognized.
We recorded a tax provision of $0.1 million and $0.5 million for the three and six months ended December 26, 2014, respectively. The tax expense was primarily comprised of tax liability computed based on the Company’s projected foreign financial results for the year ended June 26, 2015, state taxes, interest for unrecognized tax benefits and U.S. deferred tax liability related to nondeductible goodwill, partially offset by tax benefits from expiring statute of limitations and tax refunds in

32





foreign jurisdictions. The effective tax rate differed from the combined federal and net state statutory income tax rate for the three and six months ended December 26, 2014 primarily due to the tax rate differential of the Company's foreign operations and utilization of net operating losses not previously recognized.
As of December 25, 2015 , we have provided a partial valuation allowance against our net deferred tax assets. We continue to evaluate the realizability of deferred tax assets and related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which management makes the determination.
Segment Operating Performance
The Company's operating segments are determined based upon several criteria including: the Company's internal organizational structure; the manner in which the Company's operations are managed; the criteria used by the Company's Chief Operating Officer, the Chief Operating Decision Maker (“CODM”), to evaluate segment performance; and the Company's availability of separate financial information.
The Company's CODM evaluates the performance of its operating segments based on revenue and operating profit (loss). Revenues are generally allocated based on the type of products and services provided to our customers. Operating profit (loss) for each segment includes related cost of sales and operating expenses directly attributable to the segment. A portion of the segments' expenses arise from shared services and infrastructure that the Company provides to the segments in order to realize economies of scale and to efficiently use resources. These expenses, collectively called corporate charges, include costs of centralized research and development and other corporate infrastructure expenses. These corporate charges are allocated to the segments and are reassessed on a periodic basis. The allocations have been determined on a basis that the Company considers to be a reasonable reflection of the utilization of services provided to or benefits received by the segments. The profitability of each of the segments is measured after excluding share-based compensation expenses, amortization and impairment of intangibles, restructuring charges, general and administration charges, other unallocated corporate charges and other items as management does not include this information in its measurement of the performance of the operating segments.
Product:
Our product segment include our scale-out computing, scale-up computing and software solutions. Compute solutions include integrated third-party hardware and software products that we sell to provide a single source solution for our customers. Our Compute solutions are designed to minimize the number and complexity of interconnects for power and data transfer to improve reliability, speed of implementation and serviceability. Our Storage solutions include both hardware and software offerings to address virtually every type of data storage and management requirement. Products range from entry-level disk arrays to complex storage systems, with innovative technology and hardware. Our Storage solutions are designed to provide extreme scale, broad flexibility, and to minimize the cost to store data.
Operating results for our product segment for the three and six months ended December 25, 2015 and December 26, 2014 were as follows (in thousands except percentage):
 
 
Three Months Ended
 
Change
 
Six Months Ended
 
Change
 
 
December 25,
2015
 
December 26,
2014
 
$
%
 
December 25, 2015
 
December 26, 2014
 
$
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net revenue
 
$
114,996

 
$
100,288

 
$
14,708

14.7%
 
$
209,086

 
$
175,290

 
$
33,796

19.3%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating profit
 
$
11,542

 
$
5,688

 
$
5,854

102.9%
 
$
11,683

 
$
6,079

 
$
5,604

92.2%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating margin
 
10.0
%
 
5.7
%
 
 
4.3 ppts
 
5.6
%
 
3.5
%
 
 
2.1 ppts
Revenue for our product segment increased $14.7 million , or 14.7% , to $115.0 million in the three months ended December 25, 2015 from $100.3 million during the three months ended December 26, 2014 . The increase in revenue in the three months ended December 25, 2015 compared to the three months ended December 26, 2014 was due primarily to an increase in the number of large programs, particularly in Japan, as a result of our focus to win more strategic large projects. We experienced an increase in revenue for our HPDA solutions with our new UV products. We have been successful in gaining traction in the HPDA market and expect this market to be an area of growth for the Company.
For the six months ended December 25, 2015 , revenue for our product segment increased $33.8 million , or 19.3% , to $209.1 million from $175.3 million during the six months ended December 26, 2014 . The increase in revenue in the six months ended December 25, 2015 compared to the six months ended December 26, 2014 was due primarily to an increase in the number of large programs, particularly in Japan and from the U.S. government and system integrators as a result of our focus to win more strategic large projects. We also experienced an increase in revenue for our HPDA solutions with our new UV products, as discussed above.

33





Overall operating profit for our product segment increased by $5.9 million to an operating profit of $11.5 million in the three months ended December 25, 2015 from $5.7 million operating profit in the three months ended December 26, 2014 . The increase in operating profit for the three months ended December 25, 2015 compared to the comparable period last year was mainly driven by higher revenue along with a more favorable mix of higher margins product sales particularly with our UV product line. In addition, during the three months ended December 25, 2015 , we benefited from lower operating expenses due to reductions in headcount resulting in lower compensation and related expenses, lower commissions, as well as tight spending controls.
Overall operating profit for our product segment increased by $5.6 million to an operating profit of $11.7 million in the six months ended December 25, 2015 from $6.1 million operating profit in the six months ended December 26, 2014 . The increase in operating profit for the six months ended December 25, 2015 compared to the comparable period last year was mainly driven by higher revenue along with a more favorable mix of higher margin product sales. We also benefited from lower operating expenses due to reductions in headcount resulting in lower compensation and related expenses, lower commissions, as well as tight spending controls. However, this was partially offset by the impact of one large deal that occurred in the first half of 2016 where we recognized revenue at a much lower margin than our typical run rate business. 
Service:
The Service segment is comprised of customer service support and professional services. Our customer service support organization provides ongoing maintenance and technical support for our products and some third-party products, as well as contracted maintenance services, hardware deployment services (install and de-install), time and materials-based services and spare parts. Our professional services organization provides value added services associated with technology consulting, project management and customer education, all of which help our customers realize the full value of their information technology investments.
Operating results for our Service segment for the three and six months ended December 25, 2015 and December 26, 2014 were as follows (in thousands except percentage):
 
 
Three Months Ended
 
Change
 
Six Months Ended
 
Change
 
 
December 25,
2015
 
December 26,
2014
 
$
%
 
December 25,
2015
 
December 26,
2014
 
$
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net revenue
 
$
36,830

 
$
37,862

 
$
(1,032
)
(2.7)%
 
$
69,047

 
$
74,561

 
$
(5,514
)
(7.4)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating profit
 
$
13,736

 
$
14,842

 
(1,106
)
(7.5)%
 
$
26,666

 
$
29,540

 
$
(2,874
)
(9.7)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating margin
 
37.3
%
 
39.2
%
 
 
(1.9) ppts
 
38.6
%
 
39.6
%
 
 
(1.0) ppts
Our service revenue will typically fluctuate due to timing of when services were performed on consulting and product integration services. Our service revenue is typically recognized ratably over the respective service periods. Revenue for our Service segment decreased $1.0 million or 2.7% , to $36.8 million in the three months ended December 25, 2015 from $37.9 million in the three months ended December 26, 2014 . Revenue for our Service segment decreased $5.5 million or 7.4% , to $69.0 million in the six months ended December 25, 2015 from $74.6 million in the six months ended December 26, 2014 . The decreases for both the three and six months ending December 25, 2015 were primarily due to the lower volume of products sold requiring service needs and the timing of professional services provided. In addition, we experienced a decline in our support revenue associated with initial product sales as our customers refresh their technology to newer generation products. The warranty period for our products is generally one to three years, as such the amount of support and maintenance revenue is expected to be lower given that products are still under warranty.
Overall operating profit decreased by $1.1 million for our Service segment during the three months ended December 25, 2015 compared to the three months ended December 26, 2014 and decreased by $2.9 million in the six months ended December 25, 2015 compared to the six months ended December 26, 2014 . The decreases in both the three and the six month periods were primarily driven by the lower revenue volumes as well as higher third party costs and higher allocated sales costs.

34





Liquidity and Capital Resources
We had $68.4 million of unrestricted cash and cash equivalents at December 25, 2015 and $67.2 million at June 26, 2015 . As of December 25, 2015 , $52.1 million of cash was held outside the United States. Historically, we have required capital principally to fund our working capital needs. If we invest any of our cash outside of non-interest-bearing operating accounts, it is our investment policy to invest in a manner that preserves capital, provides liquidity, maintains appropriate diversification and optimizes after-tax yield and return within our policy's framework and stipulated benchmarks. Adherence to our policy requires the assets to be liquid on and before their maturity dates. This liquidity requirement means that the holder of the assets must be able to pay us, upon our demand, the cash value of the assets invested.
At December 25, 2015 and June 26, 2015 , we had restricted cash of $4.2 million and $4.4 million, respectively, pledged as collateral for various guarantees issued to cover rent on leased facilities and equipment, to government authorities for value-added tax (“VAT”) and other taxes, and to certain vendors to support payments in advance of delivery of goods and services.
On January 27, 2015, we entered into a credit agreement (the "Term Loan") among the Company, certain lenders and Morgan Stanley Senior Funding, Inc., as administrative and collateral agent and lead arranger. The Term Loan provided an aggregate principal amount of $70.0 million for a term of three and a half years bearing interest at the LIBO Rate (as defined in the Credit Agreement), subject to a 1.0% minimum, plus 9.0% per annum. The Term Loan provided $66.2 million of cash, net of borrowing and debt issuance costs of approximately $3.8 million, which was used to pay off the prior credit facility, as mentioned above, and provide cash and cash equivalents sufficient to fund working capital requirements, capital expenditures and operations. All commitments under the December 2011 credit facility were terminated. As of December 25, 2015 , the Company had an outstanding principal balance of $68.7 million on the Term Loan of which approximately $1.8 million was recorded as short-term debt in current liabilities. We may not prepay the loan during the first year and may only prepay the loan during the second year at a premium. After the second year, we may prepay the loan without penalty. We are currently assessing various financing alternatives including a prepayment of all or portion the Term Loan. We were in compliance with all covenants under the Term Loan, as of December 25, 2015 and expect to be in compliance for the next 12 months. We also have unsecured unguaranteed loans with Mizuho Bank, Ltd. ("Japan Loans") for 500 million yen or $4.1 million at TIBOR plus 1% per annum, of which approximately $3.3 million was classified as short-term debt in current liabilities, as of December 25, 2015 .
We have intensified our cash management processes related to monitoring, projecting and controlling procedures to operate our business and are more broadly requiring advance and milestone payments for certain large projects that would otherwise involve a significant lag between our payments to vendors for equipment and materials and the installation, acceptance, billing and collection from the customer. We believe our current cash and cash equivalents will be sufficient to fund working capital requirements, anticipated capital expenditures and other operations for the next twelve months. We do not anticipate paying dividends or repurchasing stock while the Term Loan is outstanding. See Note 14 and 15, Short-term Debt and Long-term Debt, respectively, for more information on the Term Loan agreement.
The adequacy of these resources to meet our liquidity needs beyond the next twelve months will depend on our success in receiving advance and milestone payments, our ability to continue winning larger program awards, our operating results and capital expenditures required to meet our business needs. We have experienced an increase in the number of large programs that have been awarded to us and are continuing to focus on winning large programs to help drive our revenue growth. With many of these large programs, we may experience a one to two quarter lag between our payments to vendors for equipment and materials and the accompanying installation, acceptance, billing and collection from the customer. If we fail to generate cash from our operations on a timely basis or do not generate cash from our operations sufficient to service our outstanding debt obligations, we may not have the cash resources required to run our business and we may need to seek additional sources of funds.
If we require additional capital resources to expand our business internally or to acquire complementary products, technologies and businesses at any time in the future, we may seek to sell additional equity or debt securities or obtain other debt financing.  The sale of additional equity or debt securities could result in more dilution to our stockholders.  Financing arrangements may not be available to us, or may not be available in amounts or on terms acceptable to us.
As indicated above, we are assessing various financing alternatives and may prepay all or a portion of the Term Loan. On January 27, 2015, we filed with the SEC a universal shelf Registration Statement on Form S-3 to issue and sell on a current, delayed or continuous basis up to $75 million of Company securities in one or more offerings within or outside the United States, whether for cash or through the exchange of other forms of consideration (the “Shelf Registration Statement”). Upon being declared effective by the SEC and pursuant to the Shelf Registration Statement, the Company may issue an indeterminate number of shares of common stock, preferred stock, debt securities and/or warrants at various times and at indeterminate prices. The sale of any additional equity or debt securities could result in dilution to our stockholders.

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The following is a summary of cash activity (in thousands):
 
Six Months Ended
 
December 25, 2015
 
December 26, 2014
Consolidated statements of cash flows data:
 
 
 
Net cash provided by (used in) operating activities
$
3,446

 
$
(35,265
)
Net cash used in investing activities
(4,506
)
 
(2,756
)
Net cash provided by financing activities
1,606

 
11,568

Effect of exchange rate changes on cash and cash equivalents
673

 
(3,550
)
Net increase (decrease) in cash
$
1,219

 
$
(30,003
)
 
 
 
 
Operating Activities
Cash provided by operating activities was $3.4 million for the six months ended December 25, 2015 . Our net loss was $12.1 million for the six months ended December 25, 2015 . Non-cash items included in net loss consisted primarily of depreciation and amortization expense of $5.4 million and share-based compensation expense of $7.1 million , and $0.6 million of other items. Net change in operating assets and liabilities of $2.4 million contributed to the increase in cash from operating activities. The primary sources of cash in operating activities were decreases in accounts receivables, inventory and prepaid and other assets. The decrease in inventory reflects the timing of shipments of large sales contracts that we had won in the past few quarters. The primary uses of cash in operating activities were decreases in deferred revenue, accounts payable, and other operating liabilities, as well as increases in deferred costs of revenue.
For the six months ended December 25, 2015 , accounts receivable decreased $ 14.6 million reflecting the timing of revenue recognition and collections of the trade receivables. In addition, inventory decreased $12.7 million reflecting the timing of customer shipments and acceptance of sales contracts. Additionally, prepaid expenses and other assets decreased by $6.3 million also contributing to the increase in cash from operating activities.
For the six months ended December 25, 2015 , deferred revenue decreased by $13.1 million primarily due to the timing of revenue recognition on sales transactions that were required to be recognized in accordance with our revenue recognition policy. Additionally, accounts payable and other liabilities decreased by $1.8 million and $13.8 million , respectively, primarily due to the timing of revenue recognition and payments to our suppliers. These decreases offset by a slight increase in deferred costs of revenue of $2.5 million .
Cash used in operating activities was $35.3 million for the six months ended December 26, 2014. Our net loss was $20.8 million for the six months ended December 26, 2014. Non-cash items included in net loss consisted primarily of depreciation and amortization expense of $5.4 million, share-based compensation expense of $7.7 million, asset impairment charges of $1.1 million, and $0.5 million of other items. Net change in operating assets and liabilities of $29.1 million contributed to the decrease in cash from operating activities. The primary uses of cash in operating activities were for increases in inventory and decreases in other operating liabilities. The increase in inventory reflects the timing of purchases to meet demands of large sales contracts that we anticipate shipping over the next few quarters. The primary sources of cash in operating activities were decreases in account receivable, prepaid and other assets and deferred cost of revenue, and increases in accounts payables and deferred revenue.
For the six months ended December 26, 2014, inventory increased $35.0 million reflecting the timing of customer shipments and acceptance of sales contracts. Additionally, other liabilities decreased by $14.6 million primarily due to the timing of payments to our suppliers.
For the six months ended December 26, 2014, accounts receivable decreased $5.5 million reflecting the timing of revenue recognition and collections of the trade receivables, accounts payable increased $5.2 million primarily due to the timing of payments to our supplier, prepaid expenses and other assets decreased by $8.3 million and deferred cost decreased by $0.5 million. Deferred revenue increased by $1.0 million primarily due to the timing of revenue recognition on sales transactions that were required to be recognized in accordance with our revenue recognition policy.
Investing Activities
Cash used in investing activities was $4.5 million in the six months ended December 25, 2015 , primarily due to purchases of property and equipment of $4.6 million .
Cash used in investing activities was $2.8 million in the six months ended December 26, 2014, primarily due to purchases of property and equipment of $2.5 million.

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Financing Activities
Cash provided by financing activities was $1.6 million for the six months ended December 25, 2015 , primarily due to proceeds from the Japan loans of $1.6 million, issuance of stock under our employee stock purchase plan and stock option exercises of $1.8 million . This was offset by the repayment of loan principal of $0.9 million and the funding of restricted stock units withheld for taxes of $0.9 million .
Cash provided by financing activities was $11.6 million for the six months ended December 26, 2014, primarily due to the proceeds from the draw-down of our prior credit facility of $15.0 million, issuance of stock under our employee stock purchase plan and stock option exercises of $2.0 million. This was offset by the repurchase of shares of our common stock of $4.2 million and the funding of restricted stock units withheld for taxes of $1.2 million.
We expect to continue to invest in the business including working capital, capital expenditures and operating expenses. We intend to fund these activities with our cash reserves and cash generated from operations, if any. Increases in operating expenses may not result in an increase in our revenue and our anticipated revenue may not be sufficient to support these increased expenditures. We anticipate that operating expenses and working capital will constitute a material use of our cash resources.
Contractual Obligations and Commitments
Operating Leases— We lease certain real and personal property under non-cancelable operating leases. Certain leases require us to pay property taxes, insurance and routine maintenance and include renewal options and escalation clauses.
As of December 25, 2015 , we had total outstanding commitments on non-cancelable operating leases of our real properties of $27.3 million, of which $21.5 million related to our domestic leases. These domestic leases include our headquarters in Milpitas, California and our warehouse facility in Chippewa Falls, Wisconsin. A significant portion of our domestic leases will expire in fiscal 2024. The remainder of our domestic leases will expire in fiscal 2016 through 2022. As of December 25, 2015 , we had total outstanding commitments of $5.8 million in non-cancelable international real property operating leases. The total outstanding commitments included $4.6 million relating to our leased facilities in Japan. Our major facility leases in our international locations are generally for terms of two to four years and generally do not provide renewal options.
As of December 25, 2015 , personal property under operating lease was comprised primarily of automobiles and office equipment. Total outstanding commitments under such leases totaled approximately $0.5 million at December 25, 2015 .
Purchase Commitments— From time to time, we issue purchase orders to our suppliers for the procurement of materials to be used for upcoming orders, particularly for those components that have long lead times. These purchase orders vary in size depending on our projected requirements. If we do not consume these materials on a timely basis or if our relationship with one of our contract manufacturers was to terminate, we could experience an abnormal increase to our inventory carrying amount and related accounts payable.
In connection with supplier agreements, we agreed to purchase certain units of inventory and non-inventory. As of December 25, 2015 , there were remaining commitments of approximately $16.4 million, of which $11.6 million is expected to be paid in the next 12 months.
Other than the contractual obligations and commitments described above, we have no significant unconditional purchase obligations or similar instruments. We are not a guarantor of any other entities' debt or other financial obligations.
Term Loan— On January 27, 2015, we entered into a three and a half year credit agreement with an aggregate principal amount of $70.0 million. As of December 25, 2015 , the Company had an outstanding principal balance of $68.7 million on the Term Loan of which approximately $1.8 million was recorded as short-term debt in current liabilities. See Note 14 and 15, Short-term Debt and Long-term Debt, respectively, for more information regarding the secured Term Loan.
Credit Facility— On December 5, 2011, we entered into a five-year senior secured credit facility with an aggregate principal amount of $25.0 million, as amended. The availability under the credit facility was limited to a borrowing base, subject to meeting certain conditions set forth in the credit facility. The credit facility included a $10.0 million letter of credit subfacility. We paid off the outstanding balance of $15.0 million on the December 2011 credit facility with the net proceeds received from the new Term Loan entered into on January 27, 2015, and terminated the December 2011 agreement.
Japan Loans— As of December 25, 2015 , we had unsecured unguaranteed loans with Mizuho Bank, Ltd. ("Japan Loans") for 500 million yen or $4.1 million at TIBOR (Tokyo Interbank Offered Rate) plus 1% per annum, of which approximately $3.3 million was classified as short-term debt as of December 25, 2015 .
Uncertain Tax Positions— As of December 25, 2015 , the net recorded tax liability for uncertain tax positions was $12.4 million, including interest and penalties. We cannot conclude on the range of cash payments that will be made within the next twelve months associated with our uncertain tax positions.

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Guarantees and Indemnifications— We have issued financial guarantees to cover rent on leased facilities and equipment, to government authorities for VAT and other taxes, and to various other parties to support payments in advance of future delivery on goods and services. The majority of our financial guarantees have terms of one year or more. The maximum potential obligation under financial guarantees at December 25, 2015 was $4.4 million , for which we have $4.2 million of assets held as collateral. The full amount of the assets held as collateral are included in short-term and long-term restricted cash in the unaudited condensed consolidated balance sheets.
Additionally, we enter into standard indemnification agreements with our customers and certain other business partners in the ordinary course of business. These agreements include provisions for indemnifying the customer against any claim brought by a third party to the extent any such claim alleges that our product infringes a patent, copyright or trademark, or misappropriates a trade secret, of that third party. The agreements generally limit the scope of the available remedies in a variety of industry-standard methods, including, but not limited to, product usage and geography-based limitations, a right to control the defense or settlement of any claim, and a right to replace or modify the infringing products to make them non-infringing. We have not incurred significant expenses related to these indemnification agreements and no material claims for such indemnifications were outstanding as of December 25, 2015 . As a result, we believe the estimated fair value of these indemnification agreements, if any, to be immaterial and, accordingly, no liability has been recorded with respect to such indemnifications as of December 25, 2015 .
Off-Balance Sheet Arrangements— As of December 25, 2015 , we have a $2.0 million outstanding letter of credit from Wells Fargo Bank to back our obligation to pay or perform when required to do so pursuant to the requirements of an underlying agreement for the provision of goods or services to a supplier.
We had no other off-balance sheet arrangements as of December 25, 2015 .
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of revenues and expenses during the reporting period and the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements. We periodically evaluate our material estimates and judgments based on the terms of underlying agreements, the expected course of development, historical experience and other factors that we believe are reasonable under the circumstances. However, actual future results may vary from our estimates.
We believe that the accounting policies discussed under Part I, Item 7 - "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report are significantly affected by critical accounting estimates and that they are both highly important to the portrayal of our financial condition and results and require difficult management judgments and assumptions about matters that are inherently uncertain. Certain of these significant accounting policies are considered to be critical accounting policies.
Our critical accounting policies and estimates are as follows:
Revenue recognition;
Share-based compensation;
Inventory valuation;
Impairment of intangibles and long-lived assets;
Impairment of goodwill;
Retirement benefit obligations; and
Accounting for income taxes.
There have been no significant changes in the Company's significant accounting policies for the six months ended December 25, 2015 as compared to those discussed under Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report except as noted below.



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Recent Accounting Pronouncements
See Note 3 to our unaudited condensed consolidated financial statements in this Form 10-Q for a description of recent accounting pronouncements, including our expected adoption dates and estimated effects on our results of operations, financial condition and cash flows.


39





ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
In the normal course of business, our financial position is routinely subject to a variety of risks, including market risk for investments associated with interest rate movements, liquidity risks, credit risks, and foreign exchange market risk associated with currency rate movements on non-U.S. Dollar denominated assets and liabilities. We regularly assess these risks and have established policies and business practices to protect against the adverse effects of these and other potential exposures.
Investment Risk
We invest our excess cash in various fixed-income securities and money market funds.  The primary objectives of our investment activities are to preserve principal and maintain short-term liquidity while maximizing the income we receive from our investments. The market value of these securities can vary depending upon prevailing interest rates, and if we were forced to liquidate our position in a security before its maturity date we could suffer loss of principal.  We also are exposed to credit and liquidity risk related to these securities.  If the issuer of a security were to default on its obligations, we would suffer loss of principal.  If there were disruptions in the pricing and trading of securities in the financial markets, it is possible that there would not be a liquid market for our securities, which could limit our ability to meet cash requirements.  To preserve principal and maintain short-term liquidity, our investment policy dictates that we maintain our portfolio of cash, cash equivalents, and investments in high credit quality, readily liquid securities, of relatively short duration. Our portfolio of investments have a range of original maturities and typically have average remaining maturities of less than one year.
We actively monitor market conditions and developments specific to the securities and security classes in which we invest. We believe that we take a conservative approach to investing our funds in that we invest only in highly-rated securities with relatively short maturities. While we believe we take prudent measures to mitigate investment related risks, such risks cannot be fully eliminated as there are circumstances outside of our control that could have a material adverse affect on our financial position.
Interest Rate Risk
Our exposure to market risks for changes in interest rates relates primarily to our investment portfolio and our credit facility. As of December 25, 2015 , our cash and cash equivalents of $68.4 million consisted primarily of cash and money market funds. We believe that the exposure of our principal to interest rate risk is minimal, although our future interest income is subject to reinvestment risk.
Given the short term nature of our cash and cash equivalents, the risk of loss in fair value resulting from interest rate changes is minimal. At December 25, 2015 , we had no interest rate forward contracts or option contracts.
The interest expense on outstanding cash borrowings under our loans is based on variable interest rates and is therefore affected by changes in market interest rates. If interest rates rise significantly, our results from operations and cash flows may be materially affected. As of December 25, 2015 , we had $72.8 million outstanding principal balance from our loans. A 1% increase or decrease in the interest rate, with all other variables held constant, would have impacted our interest expense by approximately $0.7 million per year.
Foreign Exchange Risk
As of December 25, 2015 , foreign currency cash accounts totalled $47.5 million , primarily in Euros, Australian Dollar, British Pound and Japanese Yen.
Foreign currency risks are associated with our cash and cash equivalents, investments, receivables and payables denominated in foreign currencies. Fluctuations in exchange rates will result in foreign exchange gains and losses on these foreign currency assets and liabilities, which are included in other income, net, in our consolidated statements of operations. Our exposure to foreign currency exchange rate risk relates to sales commitments, anticipated sales, purchases and other expenses and assets and liabilities denominated in foreign currencies. For most currencies, we are a net receiver of the foreign currency and are adversely affected by a stronger U.S. dollar relative to the foreign currency. Our balance sheet hedging strategy is intended to mitigate our currency exposures related to remeasuring monetary assets and liabilities by entering into foreign currency forward contracts that have maturities generally of three month or less. These contracts are used to reduce our risk associated with exchange rate movements, as gains and losses on these contracts are intended to mitigate the effect of exchange rate fluctuations on certain foreign currency denominated balance sheet accounts.  Additionally, our cash flow hedging strategy use forward contracts designated as cash flow hedges to hedge a portion of future forecasted non-USD cash flows to further mitigate the effect of exchange rate fluctuations for these currencies. 
We assessed the risk of loss in fair values from the impact of hypothetical changes in foreign currency exchange rates. For foreign currency exchange rate risk, a 10% increase or decrease of foreign currency exchange rates against the U.S. dollar with all other variables held constant would have resulted in a $4.8 million change in the value of our foreign currency cash accounts as of December 25, 2015 .

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ITEM 4. Controls and Procedures
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we have evaluated the effectiveness of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). The evaluation considered the procedures designed to ensure that the information included in reports we file under the Exchange Act, is recorded, processed, summarized and reported within the appropriate time periods and that information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosures. Based on that evaluation, our management, including our chief executive officer and chief financial officer, has concluded that our disclosure controls and procedures were effective as of December 25, 2015 .
Changes in Internal Control over Financial Reporting
There were no changes in the Company's internal control over financial reporting during the quarter ended December 25, 2015 , which were identified in connection with management's evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting.
Inherent Limitation on the Effectiveness of Internal Controls
The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but we cannot assure that such improvements will be sufficient to provide us with effective internal control over financial reporting.


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PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings
We are involved in various legal proceedings and disputes that arise in the normal course of business. These matters include product liability actions, patent infringement actions, contract disputes, domestic and international federal, state and local tax reviews and audits and other matters. We may also be subject to litigation and/or adverse rulings or judgments as a result of certain contractual indemnification obligations. We do not know whether we will prevail in these matters, nor can we assure that any remedy or resolution will be reached on commercially reasonable terms, if at all. We intend to defend ourselves vigorously in these actions. Based on currently available information, we believe that we have meritorious defenses and that the resolution of these cases, individually or in the aggregate, is not likely to have a material adverse effect on our business, financial condition or future results of operations. We record a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular case.
From time to time, we may be involved in litigation or other legal proceedings relating to claims arising out of our day-to-day operations or otherwise. Litigation is inherently uncertain, and we could experience unfavorable judgments or rulings or choose to settle outstanding litigation in the future. Should we experience an unfavorable judgment or ruling or make a settlement payment, there exists the possibility of a material adverse impact on our financial condition, results of operations, cash flows or on our business for the period in which the judgment, ruling of payment occurs and/or future periods.

ITEM 1A. Risk Factors
The risk factors presented below update the risk factors previously disclosed in our Annual Report. The following factors, along with those in the Annual Report and those described above under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be reviewed carefully, in conjunction with the other information contained in this Form 10-Q and our financial statements. These factors, among others, could cause actual results to differ materially from those currently anticipated and contained in forward-looking statements made in this Form 10-Q and presented elsewhere by our management from time to time. See the discussion of forward-looking statements in "Part I, Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
U.S. Government Sales—We derive a significant portion of our revenue from customers who directly or indirectly receive funding from the U.S. government. If our U.S. government-related sales decrease, or our ability to do business with the U.S. government or entities funded by the U.S. government is disrupted or limited, our operating performance could be adversely affected.
We generally derive a significant portion of our revenue directly from U.S. government entities, from education and research institutions funded by the U.S. government and from system integrators that sell to the U.S. government. For the three months ended December 25, 2015 , such sales represented approximately 42% of our total revenue. These sales present risks in addition to those involved in sales to commercial customers, including potential disruptions and delays due to changes in appropriation and spending priorities by the U.S. government. In addition, the U.S. government can terminate or modify its contracts with us at any time for its convenience. A significant reduction in such sales could adversely affect our operating performance.
Our U.S. government business is also subject to specific procurement regulations and a variety of other requirements applicable to companies doing business with the U.S government. Sales to the defense sector require us to comply with additional defense-specific regulations, including maintaining a compliant security program, obtaining security clearances for employees and passing various inspections. Failure to comply with applicable regulations and requirements could lead to our suspension or debarment from U.S. government contracting or subcontracting for a period of time as well as fines against the Company.
Any disruption or limitation in our ability to do business with the U.S. government or entities funded by the U.S. government could materially adversely affect our revenue and operating results.

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Customer Concentration—A relatively small number of customers that purchase our products in large quantities have historically accounted for a significant portion of our revenues. If we are unable to maintain or replace our relationships with such customers and/or diversify our customer base, our revenue may fluctuate or decline and our growth may be limited.
Historically, a significant portion of our revenue has come from a limited number of customers. There can be no guarantee that we will be able to sustain our revenue levels from these customers. For the three months ended December 25, 2015 , our top five customers worldwide accounted for approximately 61% of our total revenues, with various agencies of the U.S. government, excluding system integrators, accounting for approximately 30% of total revenue.
This customer concentration increases the risk of quarterly fluctuations in our revenues and operating results. The loss or reduction of business from one or a combination of our significant customers, for example as a result of a customer's capital expenditure budget reductions or U.S. government spending reductions, could materially adversely affect our revenues, financial condition and results of operations.
Strong Competition—We face competition from the leading enterprise computing companies in the world as well as from emerging companies. Some of our competitors have greater name recognition and capital resources than we do. If we are unable to compete effectively, we might not be able to achieve sufficient market penetration, revenue growth or profitability.
The markets for compute server products and storage products are highly competitive. In addition to intensely competitive smaller companies, we face challenges from some of the most established companies in the computer server market, such as Dell Inc., Hewlett-Packard Company ("HP"), International Business Machines Corporation, Cray, Inc. and Oracle Corporation. In the storage market, we compete primarily with EMC Corporation, HP, Hitachi Data Systems, Inc. and NetApp, Inc. Our largest competitors have several advantages over us, such as:
substantially greater market presence and greater name recognition;
substantially greater financial, technical, research and development, sales and marketing, manufacturing, distribution and other resources;
longer operating histories;
a broader offering of products and services;
more established relationships with customers, suppliers and other technology companies; and
the ability to acquire technologies or consolidate with other companies in the industry to compete more effectively.
Because these competitors may have greater financial strength than we do and are able to offer a more diversified bundle of products and services, they may have the ability to severely undercut the pricing of our products or provide additional products or servicing at little or no cost, which would make us less competitive or force us to reduce our selling prices, negatively impacting our margins. We have had transactions where one or more competitors undercut our prices causing us to reduce our price, which negatively impacted our gross margin on that transaction and our overall gross margin. In addition, we have, on occasion, lost sales opportunities due to a competitor undercutting the pricing of our products or maintaining superior brand recognition. These competitors may be able to develop products that are superior to the commercially available components that we incorporate into our products, or may be able to offer products that provide significant price advantages over those we offer. For instance, a competitor could use its resources to develop proprietary motherboards with specifications and performance that are superior in comparison with the platforms that are currently available to the marketplace, which could give that competitor a distinct technological advantage. In addition, if our competitors' products become more widely accepted than our products, our competitive position will be impaired.
The intense competition we face in the sales of our products and services and general economic and business conditions can put pressure on us to change our prices. If our competitors offer deep discounts on certain products or services or develop products that the marketplace considers more valuable, we may need to lower prices or offer other favorable terms in order to compete successfully. Any such changes may reduce margins and could adversely affect operating results.
As the enterprise computing industry evolves, we expect to encounter additional competitors, including companies in adjacent technology businesses such as storage and networking infrastructure and management, companies providing technology that is complementary to ours in functionality, such as data center management software, contract manufacturers and other emerging companies that may announce server product offerings. Moreover, our current and potential competitors, including companies with whom we currently have strategic alliances, may establish cooperative relationships among themselves or with other third parties. If this occurs, new competitors or alliances may emerge that could negatively impact our competitive position.

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Unproven Go-to-Market Strategy—We lack experience in marketing solutions to large enterprise customers. If we are not successful in increasing sales of our solutions into enterprise customers, our growth opportunities will be limited.
Despite our historical success in growing our revenue from certain agencies of the U.S. government as well as higher education, we have had limited success in broadening our base of enterprise customers. We have modified our go-to-market strategy and have invested in sales and marketing personnel and programs to increase penetration of our HPC, and High Performance Data Analytics solutions among enterprise customers, including original equipment manufacture (OEM) arrangements. If we are not successful in increasing sales of our solutions into enterprise customers, our growth opportunities may be limited.
Fluctuations in Operating Results—Among other things, the timing of our revenue is primarily dependent upon the funding and implementation schedules of our customers, particularly as it relates to large IT projects where we can have long sales cycles and long build-out and acceptance schedules. Our periodic operating results have fluctuated significantly in the past and will continue to fluctuate in the future, which could cause our stock price to decline.
Our quarterly and annual periodic operating results have fluctuated significantly in the past, and we believe that they will continue to fluctuate in the future, due to a number of factors, many of which are beyond our control. We expect that our revenue, gross margin and earnings per share will fluctuate on a periodic basis in future periods. Factors that may affect our periodic operating results include the following:
fluctuations in the buying patterns and sizes of customer orders from one quarter to the next;
increased competition causing us to sell our products or services at low margins;
location and timing requirements for the delivery of our products and services;
lengthy acceptance cycles of our products by certain customers;
development or product delivery delays, delays in obtaining necessary components from our suppliers, or delays resulting from contractual provisions or other reasons;
customer delays in the acceptance of our product once delivered;
addition of new customers or loss of existing customers;
gross margin pressures from the sales of products and services due to discounted pricing, especially to our largest customers;
lack of reliability of our estimates to forecast sales and trends in our business to generate a sales pipeline;
uncertainty regarding our sales pipeline and resulting customer contracts; our ability to align our product and service offerings and cost structure with customer needs;
our ability to reduce operating expenses and total costs in procurement, which may involve delays in the anticipated timing of activities related to our cost savings plans and higher than expected or unanticipated costs to implement the plans;
changes in the mix of products sold due to differences in profitability among our products;
write-off of excess and obsolete inventory;
impairment and shortening of the useful life of assets;
unexpected changes in the price for, and the availability of, components from our suppliers;
our ability to enhance our products with new and better designs and functionality;
our ability to timely bring new capabilities to market combining our products and technologies with those produced by our strategic partners and original equipment manufacturers ("OEMs") to address new market opportunities;
costs associated with obtaining components to satisfy customer demand;
productivity and growth of our sales force;
actions taken by our competitors, such as new product announcements or introductions or changes in pricing;
market acceptance of newer products,
technology regulatory compliance, certification and intellectual property issues associated with our products;
the payment of unexpected legal fees and potential damages or settlements resulting from protecting or defending our intellectual property or other matters;
the payment of significant damages, settlements or contractual penalties resulting from faulty or malfunctioning products or the provision of services unsatisfactory to our customers;
compliance costs associated with new laws, rules and regulations, including environmental regulations;
the payment of unexpected intellectual property licensing royalties to third parties who successfully assert that our product(s) infringe their intellectual property rights;
the departure and acquisition of key management and other personnel; and
general economic trends, including changes in information technology spending or geopolitical events such as war or incidents of terrorism.

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Lengthy Sales Cycle—Our sales cycle requires us to expend a significant amount of resources, and could have an adverse effect on the amount, timing and predictability of future revenue and cash collection.
The sales cycle of our products, beginning with our first customer contact to the closing of a sale, often ranges from six to nine months and it may be even longer before we are able to collect cash on our sales. We may expend significant resources during the sales cycle and ultimately fail to close the sale. The success of our product sales process is subject to factors over which we have little or no control, including:
the timing of our customers' budget cycles and approval processes;
our customers' existing use of, or willingness to adopt, open standard server products, or to replace their existing
servers or expand their processing capacity with our products;
the announcement or introduction of competing products; and
established relationships between our competitors and our potential customers.
We expend substantial time, effort and money educating our current and prospective customers as to the value of our products. Even if we are successful in persuading essential decision makers within our customers' organizations of the benefits of our products, senior management might nonetheless elect not to buy our products after months of sales efforts by our employees or resellers. If we are unsuccessful in closing sales after expending significant resources, our revenue, operating expenses and cash position may be adversely affected.
Even if we are successful in closing sales, several large transactions that we have entered into require us to invest cash up front to fund working capital without collecting cash for several quarters. Recently, we have found success in our strategy of focusing on large deals to help drive our revenue growth and have been awarded by customers a greater number of large installation programs. Such transactions require significant up-front capital investment. To further support our needs and to offset these declines in our cash position, we secured $70 million in term loan financing in January 2015. Nonetheless, during the six months ended December 25, 2015 , we generated approximately $3 million in cash from our operating activities. If we are unable to collect cash and negotiate more favorable cash collection terms in the future, or if we are unable to secure additional financing on acceptable terms, our liquidity and ability to fund our operations could be adversely affected.
International Sales and Operations—The global nature of our operations exposes us to increased risks and compliance obligations, which may adversely affect our business.
During the three months ended December 25, 2015 , we derived approximately 48% of our revenue from sales outside of the United States. Our international business operations require us to recruit and retain qualified technical and managerial employees, manage multiple remote locations and ensure intellectual property protection outside of the United States. Our international operations subject us to increased risks, including:
supporting multiple languages;
recruiting sales and technical support personnel internationally with the skills to design, manufacture, sell and support our products;
complying with governmental regulations, including obtaining required import or export approval for our products;
increased complexity and costs of managing international operations;
increased exposure to foreign currency exchange rate fluctuations;
commercial laws and business practices that favor local competition;
longer sales cycles and manufacturing lead times;
financial risks such as longer payment cycles and difficulties in collecting accounts receivable;
difficulties associated with repatriating cash generated or held abroad in a tax-efficient manner;
ineffective legal protection of intellectual property rights;
more complicated logistics and distribution arrangements;
additional taxes and penalties;
inadequate local infrastructure that could result in business disruptions;
global political and economic instability; and
other factors beyond our control such as natural disasters, terrorism, civil unrest, war and infectious diseases.
If any of the foreign economies in which we do business deteriorate or if we fail to effectively manage our global operations, our business and results of operations would be harmed.
In addition, our global operations are subject to numerous U.S. and foreign laws and regulations, including those related to anti-corruption, tax, corporate governance, imports and exports, financial and other disclosures, privacy and labor relations. These laws and regulations are complex and may have differing or conflicting legal standards, making compliance difficult and costly. If we or our employees, contractors or agents violate these laws and regulations, we could be subject to fines, penalties or criminal sanctions and may be prohibited from conducting business in one or more countries. Any violation individually or in the aggregate could have a material adverse effect on our operations and financial condition.

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Volatile Stock Price—Our stock price in the past has been volatile, and may continue to be volatile or may decline regardless of our operating performance, and investors may not be able to resell shares at or above the price at which they purchased the shares.
Our stock price has experienced high volatility. For example, during the six months ended December 25, 2015 , our stock price fluctuated from a high of $6.59 to a low of $3.93. Investors may not be able to sell shares at or above the price at which they purchased them. The market price of our common stock may fluctuate significantly in response to numerous factors, including without limitation:
price and volume fluctuations in the overall stock market;
the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;
actual or anticipated fluctuations in our operating results;
changes in operating performance and stock market valuations of other technology companies generally, or those that sell enterprise computing products in particular;
changes in financial estimates by any securities analysts who follow our company, our failure to meet these estimates or failure of those analysts to initiate or maintain coverage of our stock;
rating downgrades by any securities analysts who follow our company;
the public's response to our press releases or other public announcements, including our filings with the SEC;
increases in the total short position in our common stock;
announcements by us or our competitors of significant technical innovations, customer wins or losses, acquisitions, strategic partnerships, joint ventures or capital commitments;
introduction of technologies or product enhancements that reduce the need for our products;
market conditions or trends in our industry or the economy as a whole;
the loss of one or more key customers;
the loss of key personnel;
the development and sustainability of an active trading market for our common stock;
lawsuits threatened or filed against us;
future sales of our common stock by our officers, directors and significant stockholders; and
other events or factors, including those resulting from war, incidents of terrorism or responses to these events.
In addition, the stock markets, and in particular the NASDAQ Stock Market, have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many technology companies. Stock prices of many technology companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. We could become involved in securities litigation in the future, which could have substantial costs and divert resources and the attention of management from our business.
Due to these factors, sales of a substantial number of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of our common stock.
Foreign Currency Fluctuations—We may experience foreign currency gains and losses.
We have significant exposure to revenues, expenses and certain asset and liability balances denominated in currencies other than the U.S. Dollar. Changes in the exchange rates of major foreign currencies, particularly the Japanese Yen, Euro, British Pound and Australian Dollar, relative to the U.S. Dollar, can significantly affect revenues and our operating results. Our revenues and operating results are adversely affected when the U.S. Dollar strengthens relative to other currencies and are positively affected when the U.S. Dollar weakens. Although we engage in foreign currency hedging activity, we may be unable to hedge all of our foreign currency risk, which could have a negative impact on our results of operations. For the three months ended December 25, 2015 , our revenue from our EMEA and APJ regions was $18.6 million and $51.2 million , respectively. As of December 25, 2015 , the balance in our foreign currency cash accounts was $47.5 million . An increase in the value of the U.S. Dollar relative to foreign currencies could make our products more expensive and, thus, not competitively priced in foreign markets. On the other hand, a decrease in the value of the U.S. Dollar relative to foreign currencies could increase our operating costs in foreign locations. In the future, a larger portion of our international revenue may be denominated in foreign currencies, which will subject us to additional risks associated with fluctuations in those foreign currencies. In addition, we may be unable to successfully hedge against any such fluctuations.
Our balance sheet hedging strategy is intended to mitigate our currency exposures related to remeasuring monetary assets and liabilities by entering into foreign currency forward contracts that have maturities generally of six months or less. These contracts are used to reduce our risk associated with exchange rate movements, as gains and losses on these contracts are intended to mitigate the effect of exchange rate fluctuations on certain foreign currency denominated balance sheet accounts.

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Additionally, our cash flow hedging strategy uses forward contracts designated as cash flow hedges to hedge a portion of future forecasted non-USD cash flows to further mitigate the effect of exchange rate fluctuations for these currencies. 
Information Security—We maintain confidential and proprietary information on our computer networks and employ security measures designed to protect this information from unauthorized access. If our security measures are breached and unauthorized access is obtained, we may lose proprietary data and may suffer economic losses.
We maintain confidential information on our computer networks, including information and data that are proprietary to our customers and third parties, as well as to our company. Although we have designed and employed security measures to protect this information from unauthorized access, our security measures may be breached as a result of third-party action, including computer hackers, employee error, malfeasance or otherwise, and result in someone obtaining unauthorized access to our customers' data or our data, including our intellectual property and other confidential business information. Because the techniques employed by hackers to obtain unauthorized access or to sabotage systems change frequently, we may be unable to anticipate these techniques or to implement adequate preventative measures. Any security breach could result in disclosure of our trade secrets or disclosure of confidential customer, supplier or employee data. If this should happen, we could be exposed to potentially significant legal liability, harm to our reputation and other harm to our business.
Cost of Materials—Our products have incorporated or have been dependent upon, open standards, commoditized components and materials that we obtain in spot markets, and, as a result, our cost structure and our ability to respond in a timely manner to customer demand are sensitive to volatility of the market prices for these components and materials.
A significant portion of our cost of revenue is directly related to the pricing of commoditized materials and components utilized in the manufacture of our products, such as memory, hard drives, central processing units (“CPUs”), or power supplies. As part of our procurement model, we generally do not enter into long-term supply contracts for these materials and components, but instead purchase these materials and components in a competitive bid purchase order environment with suppliers or on the open market at spot prices. As a result, our cost structure is affected by the availability and price volatility in the marketplace for these components and materials, including new versions of hard drives and CPUs that are introduced by our suppliers. This volatility makes it difficult to predict expense levels and operating results and may cause them to fluctuate significantly. Further, if we are successful in growing our business, we may not be able to continue to procure components solely on the spot market, which would require us to enter into contracts with component suppliers to obtain these components.
In addition, because our procurement model involves our ability to maintain low inventory and to acquire materials and components as needed, and because we do not enter into long-term supply contracts for these materials and components, our ability to effectively and efficiently respond to customer orders may be constrained by the then-current availability or the terms and pricing of these materials and components. We may experience other shortages or delays of critical components as a result of strong demand, capacity constraints, supplier financial weaknesses, inability of suppliers to borrow funds in the credit markets, disputes with suppliers (some of whom are also customers), disruptions in the operations of component suppliers, natural disasters, other problems experienced by suppliers or problems faced during the transition to new suppliers.
The price of components may increase due to potential shortages or delays, and we may be exposed to quality issues or the components may not be available at all. We may therefore not be able to secure enough components at reasonable prices or of acceptable quality to build products or provide services in a timely manner in the quantities or according to the specifications needed. Accordingly, our revenue and gross margin could suffer as we could lose time-sensitive sales, incur additional freight costs or be unable to pass on price increases to our customers. If we cannot adequately address supply issues, we may have to reengineer some products or service offerings, resulting in further costs and delays.
In order to secure components for the provision of products or services, at times we may enter into non-cancelable commitments with vendors. In addition, we may purchase components strategically in advance of demand to take advantage of favorable pricing or to address concerns about the availability of future components. If we fail to anticipate customer demand properly, a temporary oversupply could result in excess or obsolete components. Further, we compete in an industry that is characterized by rapid technological advances in hardware with frequent introduction of new products. With new product introductions, we face risks in predicting customer demand for the new products as well as the transition from existing products. If we do not make an effective transition from existing products to future products, we could have an oversupply of components. For example, DRAM can represent a significant portion of our cost of revenue, and both the price and availability of various kinds of DRAM are subject to substantial volatility in the spot market. Additionally, if any of our suppliers of CPUs, such as Intel, or GPUs such as, NVIDIA were to increase the costs to us for components we use, we would either pass these price increases on to our customers, which could cause us to lose business from these customers, or we would need to absorb these price increases, which would cause our margins to decrease, either of which could adversely affect our business and financial results.

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In addition to the component parts, we currently integrate application-specific integrate circuit ("ASIC") in many of our products. The development of an ASIC is costly and may take up to many months to develop. A large portion of these costs typically are expensed as incurred as research and development costs and will cause volatility in our operating results and may cause them to fluctuate significantly.
Supplier Relationships—If we fail to maintain or expand our relationships with our suppliers, in some cases single-source suppliers, we may not have adequate access to new or key technology necessary for our products, which may impair our ability to deliver leading-edge products.
In addition to the technologies we develop, our suppliers develop product innovations at our direction that are requested by our customers. In many cases, we retain the ownership of the intellectual property developed by these suppliers. Further, we rely heavily on our component suppliers, such as Intel and NVIDIA, to provide us with leading-edge components on time and in accordance with a product roadmap. If we are not able to maintain or expand our relationships with our suppliers or continue to leverage their research and development capabilities to develop new technologies desired by our customers, our ability to deliver leading-edge products in a timely manner may be impaired and we could be required to incur additional research and development expenses.
Channel Sales—We are continuing to develop and execute upon a channel strategy to generate additional sales and revenue, and the failure to successfully expand channel sales might affect our ability to sustain revenue growth and may harm our business and operations.
An increasing portion of our sales strategy is to develop our sales efforts through the use of resellers and other third parties to sell our systems, such as OEMs. We may not be successful in building or expanding relationships with these third parties. Further, even if we do develop and expand these relationships, they may conflict with our direct sales efforts in some territories. Ineffective marketing of our products by our resellers or disruptions in our distribution channels could lead to decreased sales or slower than expected growth in revenue and might harm our business and operations.
Term Loan—We are subject to a Term Loan that may limit our ability to engage in favorable business activities or finance future operations or capital needs; and we may have difficulty repaying such loan in the event of a default which could result in the acceleration of the indebtedness.
On January 27, 2015, we entered into a three and a half year term loan in the aggregate principal amount of $70.0 million. Pursuant to the terms of the agreement, certain of our subsidiaries have guaranteed or will guaranty our obligations under the loan. In addition, our obligations under the agreement are secured by a lien on substantially all of our assets and those of our subsidiary guarantors.
The Term Loan contains various covenants that limit our ability and the ability of our subsidiaries to, among other things, do the following:
issue any preferred stock;
incur or guarantee indebtedness;
create, incur, assume, or permit liens to exist;
consummate asset sales, acquisitions or mergers;
dispose of property;
pay dividends or repurchase stock;
make investments;
enter into transactions with affiliates; or
enter into or permit certain types of other agreements to exist.
The Term Loan also requires compliance with a minimum adjusted current ratio and a $10.0 million minimum unrestricted cash balance, calculated as set forth in the agreement, and contains customary events of default, including the following:
failure to make required payments;
material breaches of representations and warranties;
failure to comply with certain agreements or covenants;
failure to pay, or default under, certain other indebtedness;
certain events of bankruptcy and insolvency;
failure to pay certain judgments; and
a change of control.

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We may not prepay the loan during the first year and may only prepay the loan during the second year at a premium. After such time, we may prepay the loan without penalty. If we were unable to repay the loan, we could not terminate the facility and we would be subject to its covenants and conditions. As a result of these covenants we may be restricted in the manner in which we conduct our business.  In addition, we may be unable to engage in favorable business activities or finance future operations or capital needs, including without limitation, funding acquisitions or repurchasing our stock. This indebtedness may also adversely affect our ability to access sources of capital or incur certain liens.  Accordingly, these restrictions may limit our ability to successfully operate our business. A failure to comply with these restrictions could lead to an event of default, which could result in an acceleration of the indebtedness and could adversely affect our cash flow, working capital and operating results. If any of our indebtedness is accelerated, we may not have sufficient funds available to repay such indebtedness.
Dependence on Key Personnel—If we are unable to retain and attract adequate qualified personnel, we may not be able to execute on our business strategy.
During the past few fiscal years, we have experienced changes in our most senior managers. Our future success depends in large part upon the continued service and enhancement of our management team and our employees. If there are further changes in management, such changes could be disruptive and could negatively affect our operations, our culture and our strategic direction.
Our employees may terminate their employment with us at any time. Our U.S. employees are “at will,” while outside of the U.S., notice or severance may be required if we wish to terminate an employee. The failure of our management team to seamlessly manage employee transitions, or the loss of services of one or more members of our executive management or sales team or other key employees could seriously harm our business. Competition for qualified executives is intense and if we are unable to continue expanding our management team, or successfully integrate new additions to our management team in a manner that enables us to scale our business and operations effectively, our ability to operate effectively and efficiently could be limited or negatively impacted.
Additionally, to help attract, retain and motivate certain qualified employees, we use share-based incentive awards such as restricted stock units. If the value of such stock awards does not appreciate as measured by the performance of the price of our common stock, or if our share-based compensation otherwise ceases to be viewed as a valuable benefit, our ability to attract, retain and motivate employees could be weakened, which could harm our results of operations.
Contract Manufacturing—We are dependent on contract manufacturers and partners to assemble and test certain of our products, and our failure to successfully manage our relationships with these contract manufacturers and partners could impair our ability to deliver systems that meet our and/or our customers’ expectations, which could damage our relationships with our customers and decrease our revenue.
We have historically relied on a small number of contract manufacturers and partners to assemble and test certain of our products. None of these third-party contract manufacturers or partners are obligated to perform services or supply products to us for any specific period, or in any specific quantities, except as may be provided in a particular purchase order. For example, we design custom silicon chips for ASICs, but rely on a third-party to manufacture the ASICs for us. None of our contract manufacturers has provided contractual assurances to us that adequate capacity will be available to us to meet future demand for our products.
If we fail to properly manage our relationships with our contract manufacturers or partners, or if one or more of them are not able to meet our manufacturing or capacity requirements, maintain our high standards of quality or experience delays or disruptions in their service delivery, our ability to deliver quality products to our customers on a timely basis may decline, which would damage our relationships with customers, decrease our revenue and negatively impact our growth.
Acquisition Strategy—We may not be able to realize the potential financial or strategic benefits of acquisitions that we may complete in the future, or find suitable target businesses or technologies to acquire, which could impair our ability to grow our business, develop new products or sell our products.
If appropriate opportunities present themselves, we may consider acquiring or making investments in companies, assets or technologies that we believe are strategic. In addition, our Term Loan contains various covenants that limit our ability to acquire assets or make certain investments. Acquisitions are difficult, time consuming and pose a number of risks, including:
the acquired products may fail to achieve projected sales or operating margin targets;
the acquired business, asset or technology may not further our business strategy or we may not realize expected synergies or cost savings;
we might overpay for the acquired business, asset or technology;
we might experience difficulties integrating the acquired assets, technologies, operations or personnel or retaining the key personnel of the acquired company;

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disruption of ongoing business, including diversion of management's attention;
we might experience difficulties entering and competing in new product or geographic markets in which we are not experienced;
assumption of unknown liabilities, including tax and litigation or problems with product quality, and the related expenses and diversion of resources;
potential downward pressure on operating margins due to lower operating margins of acquired businesses, increased headcount costs and other expenses associated with adding and supporting new products;
potential negative impact on our relationships with customers, distributors and business partners; and
potential negative impact on our earnings per share/negative impact on our earnings resulting from the application of ASC No. 805, Business Combinations , which became applicable to us in January 2009.
In addition, if we were to proceed with one or more significant acquisitions or investments in which the consideration included cash, we could be required to use a substantial portion of our available cash. To the extent we issue shares of capital stock or other rights to purchase capital stock, including options and warrants, existing stockholders might be diluted and earnings per share might decrease. In addition, acquisitions and investments may result in the incurrence of debt, large one-time write-offs and restructuring charges.
If we do not appropriately manage these risks, any acquisitions that we complete may have an adverse effect on our business and financial condition. Additionally, if we determine that we cannot use or sell the acquired products or technology, we will be required to write down the associated intangible assets, which would negatively impact our operating results.
Financial Reporting Risks—We make estimates and assumptions in connection with the preparation of our consolidated financial statements, and any changes to those estimates and assumptions could have a material adverse effect on our results of operations. In addition, changes in accounting standards could also adversely affect our reported operating results.
In connection with the preparation of our consolidated financial statements, we use certain estimates and assumptions based on experience and other factors. Our most critical accounting estimates are described in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of our Annual Report on Form 10-K. While we believe that these estimates and assumptions are reasonable under the circumstances, they are subject to significant uncertainties, some of which are beyond our control. If these estimates and assumptions change or prove to have been incorrect, it could have a material adverse effect on our results of operations, and we may be required to restate our financial results for prior periods which could cause our stock price to decline.
We prepare our consolidated financial statements in conformity with U.S. Generally Accepted Accounting Principles ("GAAP"). These principles are subject to interpretation by the SEC, the Financial Accounting Standards Board (FASB) and various other bodies formed to interpret and create appropriate accounting principles and guidance. A change in existing principles or guidance can have a significant effect on our reported results and may retroactively affect previously reported results. Additionally, proposed accounting standards could have a significant impact on our operational processes, revenue and expenses, and could cause unexpected financial reporting fluctuations.
Environmental Laws and Liabilities—Unforeseen environmental costs could impact our future net earnings.
We are subject to various federal, state, local and foreign laws and regulations concerning environmental protection, including laws addressing the discharge of pollutants into the air and water, the management and disposal of hazardous substances and wastes, the cleanup of contaminated sites, the content of our products and the recycling, treatment and disposal of our products. In particular, we face increasing complexity in our product design and procurement operations as we adjust to new and future requirements relating to the chemical and materials composition of our products, their safe use, the energy consumption associated with those products, and climate change laws and regulations. We could incur substantial costs, our products could be restricted from entering certain jurisdictions, and we could face other sanctions, if we were to violate or become liable under environmental laws or if our products become non-compliant with environmental laws. Our potential exposure includes fines and civil or criminal sanctions, third-party property damage, personal injury claims, compliance-related costs and clean-up costs. Further, liability under some environmental laws relating to contaminated sites can be imposed retroactively, on a joint and several basis, and without any finding of noncompliance or fault. The amount and timing of costs under environmental laws are difficult to predict and such costs could have a negative effect on our profitability. If we are found to be in violation of any environmental laws, costs associated with such liability may have an adverse effect on our financial results.

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Geographic Business Concentrations—Business disruptions could affect our operating results.
A significant portion of our manufacturing, research and development activities and certain other critical business operations is concentrated in a few geographic areas. We are a highly automated business and a disruption or failure of our systems could cause delays in completing sales and providing services. A major earthquake, fire, tornado or other catastrophic event that results in the destruction or disruption of any of our critical business or information technology systems could severely affect our ability to conduct normal business operations and, as a result, our future operating results could be materially and adversely affected.
Further, we maintain a program of insurance coverage for various types of property, casualty and other risks. We place our insurance coverage with various carriers in numerous jurisdictions. However, there is a risk that a claim may go unpaid, such as in the event of a widespread catastrophic event that materially affects the resources of our insurer. The types and amounts of insurance that we obtain vary from time to time and from location to location, depending on availability, cost and our decisions with respect to risk retention. The policies are subject to deductibles and exclusions that result in our retention of a level of risk on a self-insurance basis. Losses not covered by insurance may be substantial and may increase our expenses, which could harm our results of operations and financial condition.
Tax Exposure—Unanticipated changes in our tax provisions or exposure to additional income tax liabilities could affect our profitability.
We are subject to income taxes in the United States and numerous foreign jurisdictions. Our tax liabilities are affected by the amounts we charge for inventory, services, funding and other items in intercompany transactions. We are subject to ongoing tax audits in various jurisdictions. Tax authorities may disagree with our intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes, interest and penalties.
We regularly assess the likely outcomes of these audits in order to determine the appropriateness of our tax provision. However, there can be no assurance that we will accurately predict the outcomes of these audits, and the amounts ultimately paid upon resolution of audits could be materially different from the amounts previously included in our income tax expense and therefore could have a material impact on our tax provision, net income and cash flows.
In addition, our effective tax rate in the future could be adversely affected by changes to our operating structure, changes in the mix of earnings in countries with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in tax laws and the discovery of new information in the course of our tax return preparation process.
Export Controls—Our international sales may require export licenses and expose us to additional risks.
Our sales to customers outside the United States are subject to U.S. export regulations. Under these regulations, sales of many of our high-end products require approval and export licenses from the U.S. Department of Commerce. Our international sales would be adversely affected if these regulations were tightened, or if they are not adjusted over time, as technology changes, to reflect the increasing compute performance of our systems. Delay or denial in the approval of any required licenses could make it more difficult to sell to non-U.S. customers. In addition, we could be subject to regulations, fines and penalties for violations of import and export regulations if we were found in violation of these regulations. End users could circumvent end-user documentation requirements that are intended to aid in our compliance with export regulations, potentially causing us to violate these regulations. These violations could result in penalties, including prohibitions from exporting our products to one or more countries, and could materially harm our business, including our sales to the U.S. government.
Weak Global Economy—Weak or unstable global market and economic conditions may have serious adverse consequences on our business.
The global economy has experienced significant uncertainty, stock market volatility, tightened credit markets, concerns about both deflation and inflation, reduced demand for products, lower consumer confidence, reduced capital spending, liquidity concerns and business insolvencies. Declines and uncertainty about economic conditions could negatively impact our customers' businesses, causing our customers to postpone their decision-making or decrease their spending or affecting our customers' ability to pay for our products, which would harm our operating results. In addition, if one or more of our current service providers, manufacturers and other partners go out of business, it could directly affect our ability to attain our operating goals on schedule and on budget.
If the global economy experiences uncertainty, our ability to obtain credit on favorable terms could be jeopardized. Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our financial performance and stock price and could require us to change our business plans. Furthermore, should any of our banking partners declare bankruptcy or otherwise default on their obligations, it could adversely affect our financial results and our business.

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Intellectual Property Enforcement—If we are unable to protect our intellectual property adequately, we may not be able to compete effectively.
Our intellectual property is critical to our success and our ability to compete. If we fail to protect our intellectual property rights adequately, our competitors might gain access to our technology. Unauthorized parties may attempt to copy or otherwise obtain and use our proprietary technology despite our efforts to protect our intellectual property. In addition, we license our technology and intellectual property to third parties, including in some cases, our competitors, which could under some circumstances make our patent rights more difficult to enforce. Third parties could also obtain licenses to some of our intellectual property as a consequence of a merger or acquisition. Also, our participation in standard setting organizations or industry initiatives may require us to license our patents to other companies that adopt certain standards or specifications. As a result of such licensing, our patents might not be enforceable against others who might otherwise be infringing those patents and the value of our intellectual property may be impaired.
Monitoring unauthorized use of our technology is difficult, and we cannot be certain that the steps we have taken will prevent unauthorized use of our technology, particularly in foreign countries where the laws may not protect our proprietary rights as fully as the laws of the United States. Any claims or litigation that we have initiated or that we may initiate in the future to protect our proprietary technology could be time consuming and expensive and divert the attention of our technical and management resources whether or not the claims or litigation are decided in our favor. Litigation is inherently uncertain, and there is no assurance that any litigation we initiate will have a successful outcome. Enforcing our rights could subject us to claims that the intellectual property right is invalid, is otherwise not enforceable, or is licensed to the party against whom we are asserting a claim. Also, assertion of our intellectual property rights could result in the other party seeking to assert alleged intellectual property rights of its own or assert other claims against us, which could harm our business.
We currently have numerous patents issued and a number of patent applications pending in the United States and other countries. These patents may be limited in value in asserting our intellectual property rights against more established companies in the computer technology sector that have sizable patent portfolios and greater capital resources. In addition, patents may not be issued from these patent applications, and even if patents are issued, they may not benefit us or give us adequate protection from competing products. For example, issued patents might be circumvented or challenged, and could be declared invalid or unenforceable. Moreover, if other companies develop unpatented proprietary technology similar to ours or competing technologies, our competitive position will be weakened.
Intellectual Property Risks—If we are found to have violated the intellectual property rights of others, we could be required to indemnify our customers, resellers or suppliers, redesign our products, pay significant royalties and enter into license agreements with third parties.
Our industry is characterized by a large number of patents, copyrights, trade secrets and trademarks and by frequent litigation based on allegations of infringement or other violation of intellectual property rights. As we continue our business, expand our product lines and our product functionality, and expand into new jurisdictions around the world, third parties may assert that our technology or products violate their intellectual property rights. Because of technological changes and the extent of issued patents in our industry, it is possible that certain components of our products and business methods may unknowingly infringe existing patents of others. Any claim, regardless of its merits, could be expensive and time consuming to defend against. Such claims would also divert the attention of our technical and management resources. Successful intellectual property claims against us could result in significant financial liability, impair our ability to compete effectively, or prevent us from operating our business or portions of our business. In addition, resolution of claims may require us to redesign our technology, to obtain licenses to use intellectual property belonging to third parties, which we may not be able to obtain on reasonable terms or at all, to cease using the technology covered by those rights, and to indemnify our customers, resellers or suppliers. Any of these events could result in unexpected expenses, negatively affect our competitive position and materially harm our business, financial condition and results of operations.
In addition, we are also subject to risks related to ownership of our patentable inventions as a result of recent changes in U.S. patent law under the America Invents Act (“AIA”). As a result of the AIA, the United States is now a “first-to-file” system. For any patent applications that are filed on or after March 16, 2013 and that do not otherwise properly claim the benefit of an application filed before that March 16, 2013 date, said applications will be subject to the new “first-to-file” requirements versus the “first-to-invent” standard of law that existed prior to that date. Accordingly, with respect to patent applications filed on or after March 16, 2013, even if we are the first to invent, we will not obtain ownership of an invention unless we are the first to file a patent application or can establish that such an earlier filing is derived from a previous public disclosure of our inventive work. If we are the first to invent but not the first to file a patent application, we will not be able to fully protect our intellectual property rights and may be found to have violated the intellectual property rights of others if we continue to operate in the absence of a patent issued to us. If we are not the first to file one or more patent applications to protect our intellectual property rights when the new patent regime becomes effective, we may be required to redesign our technology, cease using the related technology or attempt to license rights from another party, any of which could materially harm our business, financial condition and results of operations.

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Open Source Software—Our use of open source and third-party software could limit our sales and growth opportunities and impose unanticipated conditions or restrictions on our ability to commercialize our products.
We incorporate open source software into our products. A majority of our server systems run on the Linux ® operating system. Products based on the Linux operating system and sold by other software vendors have been the subject of intellectual property infringement litigation, including litigation by Microsoft Corporation. It is possible that a party could prove a claim for proprietary rights in the Linux operating system or other programs developed and distributed under the GNU General Public License or other open source software licenses. In addition, the GNU General Public License has itself been, and may be in the future, a subject of litigation, and it is possible that a court could hold these licenses to be unenforceable in that litigation. Any ruling by a court that the Linux operating system or significant portions of it may not be copied, modified or distributed, that users or distributors of Linux must pay royalties to Microsoft or others or that these licenses are not enforceable could also impede broader Linux adoption and materially harm our ability to sell our products based on the Linux operating system. Further, because potential customers have often invested significant capital and other resources in existing systems, many of which run mission-critical applications, customers may be hesitant to make dramatic changes to their data center systems. The failure of our customers and potential customers to purchase and adopt open standard-based technologies could have a material adverse impact on our ability to maintain or generate additional revenue.
 In addition, open source software is made available to us and to the public by its authors or other third parties under licenses that impose certain obligations on licensees in the event those licensees re-distribute or make derivative works of the open source software. The terms of many open source licenses have not been interpreted by United States or other courts, and these licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to commercialize our products. In this event, we could be required to seek licenses from third parties in order to continue offering our products, to make generally available, in source code form, proprietary code that links to certain open source modules, to re-engineer our products, or to discontinue the sale of our products if re-engineering could not be accomplished on a timely basis, any of which might harm our business, operating results and financial condition.
IT Infrastructure—Unsuccessful deployment of new transaction processing applications and other systems integration issues could disrupt our internal operations and any such disruption could reduce our expected revenue, increase our expenses and damage our reputation.
Portions of our IT infrastructure may experience interruptions, delays or cessations of service or produce errors in connection with systems integration and implementation of new transaction processing applications, including manufacturing and sales system. We may not be successful in implementing new systems and transitioning data, which could cause business disruptions and be more expensive, time consuming, disruptive and resource-intensive to remediate. Such disruptions could adversely impact our ability to fulfill orders and negatively impact our business or interrupt other processes. Delayed sales, lower margins or lost customers resulting from these disruptions have adversely affected us in the past, and in the future could adversely affect our financial results, public disclosures and reputation.
Litigation—Adverse litigation results could affect our business.
We may be subject to legal claims or regulatory matters involving consumer, stockholder, competition and other issues on a global basis. Litigation can be lengthy, expensive and disruptive to our operations, and results cannot be predicted with certainty. An adverse decision could include monetary damages or, in cases for which injunctive relief is sought, an injunction prohibiting us from manufacturing or selling one or more of our products. If we were to receive an unfavorable ruling on a matter, our business, operating results or financial condition could be materially harmed. Additional information regarding legal matters is discussed under "Legal Proceedings" in Part II, Item 1 of this Quarterly Report on Form 10-Q.
Global Cost Reduction Efforts—We may not fully realize the anticipated positive impacts to future financial results from our cost reduction efforts.
While we have undertaken cost reduction efforts to streamline operations and reduce operating expenses, we may undertake additional restructuring efforts or other cost reduction measures in the future. Our ability to achieve the anticipated cost savings and other benefits from our cost reduction measures within expected time frames is subject to many estimates and assumptions, and may vary materially based on factors such as negotiations with third parties. These estimates and assumptions are subject to significant economic, competitive and other uncertainties, some of which are beyond our control. There can be no assurance that we will fully realize the anticipated positive impacts to future financial results from our current or future cost reduction measures. If our estimates and assumptions are incorrect or if other unforeseen events occur, we may not achieve the cost savings expected from such actions, and our business and results of operations could be adversely affected.

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Internal Controls—If we are unable to maintain effective internal control over financial reporting in the future, the accuracy and timeliness of our financial reporting may be adversely affected.
Effective internal controls over financial reporting are necessary for us to provide reliable financial reports and effectively prevent fraud. As a publicly traded company we must maintain effective disclosure controls and procedures and internal control over financial reporting, which can be difficult to do. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
A failure to have effective internal controls and procedures for financial reporting in place could result in a restatement of our financial statements, impact our ability to accurately report financial information on a timely basis, make it difficult or impossible to obtain an audit of our financial statements or result in a qualification of any such audit. Any such event could lead to a loss of market confidence in our financial statements, delisting from the NASDAQ Global Select Market, loss of financing sources and litigation, any of which could adversely affect our stock price.
Corporate Governance—We are subject to evolving corporate governance and public disclosure regulations that have increased both our compliance costs and the risk of noncompliance, which could have an adverse effect on our stock price.
We are subject to changing rules and regulations promulgated by a number of governmental and self-regulated organizations, including the SEC, the NASDAQ Global Select Market and the FASB. These rules and regulations continue to evolve in scope and complexity and many new requirements have been created in response to laws enacted by Congress, making compliance more difficult and uncertain. Our efforts to comply with new regulations have resulted in, and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.
Anti-takeover Provisions—Some provisions in our certificate of incorporation and bylaws may deter third parties from acquiring us.
Our certificate of incorporation and bylaws contain provisions that may make the acquisition of our company more difficult without the approval of our board of directors, including the following:
limitations on persons authorized to call a special meeting of stockholders;
our stockholders may take action only at a meeting of stockholders and not by written consent;
our certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval; and
advance notice procedures required for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control of our company. These provisions could also discourage proxy contests and make it more difficult for stockholders to elect directors of their choosing and cause us to take other corporate actions they desire.
Conflict Minerals Risks—We are subject to the SEC's rules regarding the use and disclosure of conflict minerals, which we expect will increase our operating and compliance costs and could potentially harm our reputation, causing a decline in our stock price.
The SEC adopted its final rule implementing Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act concerning conflict minerals in August 2012. The objective of the rule is to reduce funding for armed groups that are abusing human rights in the "conflict region" as defined in the final rule. This new rule requires us to: (1) determine whether conflict minerals (tin, tantalum, tungsten, gold or similar derivatives) are used in our products and, if so, determine if the minerals originated from the Democratic Republic of Congo (DRC) or its immediately adjoining countries; and (2), if so, conduct due diligence regarding the source and chain of custody of these conflict minerals to determine whether the conflict minerals financed or benefited armed groups. The rule requires us to submit forms and reports to the SEC annually that disclose our determinations and due diligence measures. We are currently conducting conflict minerals due diligence with our supply chain partners. Presently, we have not determined how many or if any of our supply chain partners use conflict minerals or how much expense our due diligence exercise will add to our operational cost. If we do not properly assess supply chain partners and appropriately control costs and budget for conflict minerals compliance, our results of operations and profitability in the future could suffer, our reputation could be harmed and our stock price could suffer as a result.



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ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
In January 2013, the Company's board of directors approved a plan for the Company to repurchase shares of its common stock with a market value of up to $15.0 million. In November 2013, the Company announced an increase in the authorized repurchase amount to $30.0 million and in November 2014, the Company announced that it had extended its repurchase program through December 31, 2015. The Company's common stock may be repurchased in the open market or through negotiated transactions, including 10b5-1 trading plans that would enable the Company to repurchase its shares during periods outside of its normal trading windows. Purchases will cease if the authorized funds are spent or the program is discontinued. The Company is not obligated to acquire any particular amount of stock, and the program may be suspended or terminated at any time at the Company's discretion. These repurchases are reflected in our balance sheet as treasury stock and are available for future issuance.
There were no shares repurchased during the three and six months ended December 25, 2015 . Since the inception of the repurchase plan in January 2013, the Company has repurchased approximately 1,566,000 shares of its common stock for approximately $18.0 million . As of December 25, 2015 , the Company had a remaining authorization of approximately $12.0 million for future share repurchases; however the new term loan agreement signed in January 2015 restricts the  ability of the Company to repurchase stock while borrowings under the agreement remain outstanding. SGI does not anticipate repurchasing stock while such debt is outstanding, and the Company's board has not extended the Company's repurchase program beyond December 31, 2015. See Note 15, Long-term Debt, for more information about the Term Loan agreement.

ITEM 3. Defaults Upon Senior Securities
None.

ITEM 4. Mine Safety Disclosures
Not applicable.

ITEM 5. Other Information
None.
 
ITEM 6. Exhibits

See the Exhibit Index.

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  EXHIBIT INDEX
Exhibit
Number  
 
Exhibit Description
 
Incorporated by Reference  
 
Filing Date
 
Filed
Herewith
 
Form
 
Ex. No.    
 
File No.
 
10.1
 
2014 Omnibus Incentive Plan, as amended
 
 
 
 
 
 
 
 
 
X
10.2
 
Employment Letter Agreement between the Registrant and Mekonnen Asrat, as amended
 
 
 
 
 
 
 
 
 
X
31.1
 
Certification of Principal Executive Officer furnished pursuant to Rule 13a-14(a) or Rule
15d-14(a).
 
 
 
 
 
 
 
 
 
X
31.2
 
Certification of Principal Financial Officer furnished pursuant to Rule 13a-14(a) or Rule
15d-14(a).
 
 
 
 
 
 
 
 
 
X
32.1
 
Certifications of Principal Executive Officer and Principal Financial Officer furnished pursuant to Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350)
 
 
 
 
 
 
 
 
 
X
101.INS**
 
XBRL Instance Document
 
 
 
 
 
 
 
 
 
X
101.SCH**
 
XBRL Taxonomy Extension Schema Document
 
 
 
 
 
 
 
 
 
X
101.CAL**
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
 
 
 
 
 
 
X
101.DEF**
 
XBRL Taxonomy Extension Definition Linkbase Document
 
 
 
 
 
 
 
 
 
X
101.LAB**
 
XBRL Taxonomy Extension Label Linkbase Document
 
 
 
 
 
 
 
 
 
X
101.PRE**
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
 
 
 
 
 
 
X
_______________
** XBRL (eXtensible Business Reporting Language) information is furnished and not filed herewith, is not a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.



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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
 
 
SILICON GRAPHICS INTERNATIONAL CORP.
 
 
 
 
By:
/s/    MEKONNEN P. ASRAT       
 
 
 
Mekonnen P. Asrat
Chief Financial Officer
(Principal Financial Officer)
Dated: January 29, 2016


SILICON GRAPHICS INTERNATIONAL CORP.
2014 OMNIBUS INCENTIVE PLAN
ADOPTED: OCTOBER 17, 2014
APPROVED BY STOCKHOLDERS: DECEMBER 9, 2014
AS AMENDED BY THE BOARD OF DIRECTORS: OCTOBER 16, 2015
AMENDED PLAN APPROVED BY STOCKHOLDERS: DECEMBER 8, 2015
1.    DEFINED TERMS
Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms.
2.    PURPOSE
The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock-based and other incentive Awards.
3.    ADMINISTRATION
The Administrator has discretionary authority, subject only to the express provisions of the Plan, to interpret the Plan; determine eligibility for and grant Awards; determine, modify or waive the terms and conditions of any Award; prescribe forms, rules and procedures; and otherwise do all things necessary to carry out the purposes of the Plan. In the case of any Award intended to be eligible for the performance-based compensation exception under Section 162(m), the Administrator will exercise its discretion consistent with qualifying the Award for that exception. Determinations of the Administrator made under the Plan will be conclusive and will bind all parties.
4.    LIMITS ON AWARDS UNDER THE PLAN
(a) Number of Shares . The maximum number of shares of Stock that may be delivered upon satisfaction of Awards under the Plan shall be:
(1) 3,696,000 shares of Stock; plus
(2) any shares of Stock that, as of December 9, 2014 were subject to awards outstanding under the Existing Plans that on or after such date cease for any reason to be subject to such awards (other than by reason of exercise or settlement of the awards to the extent they are exercised for or settled in nonforfeitable shares of Stock).
Any shares of Stock issued pursuant to Stock Options or SARs under this Plan (or the Existing Plans) shall be counted against the above limit on a one-for-one basis and any shares of Stock issued pursuant to Awards under this Plan (or the Existing Plans) other than Stock Options or SARs shall be counted against the above limit as 1.5 shares for every one share issued pursuant to such Award.
Shares of Stock underlying Awards which expire or otherwise terminate, or become unexercisable without having been exercised or which are forfeited to or repurchased by the Company due to failure to vest shall again become available for grant under the Plan in accordance with the terms and provisions set forth herein. In addition, the number of shares of Stock delivered in satisfaction of Awards (or awards granted under the Existing Plans) other than Stock Options and SARs shall be determined net of shares of Stock withheld by the Company in satisfaction of tax withholding requirements with respect to the Award and, for the avoidance of doubt, without including any shares of Stock underlying Awards settled in cash or which otherwise expire or become unexercisable without having been exercised or are forfeited to or repurchased by the Company due to failure to vest. Notwithstanding the foregoing, shares of Stock subject to an Award may not again become available for grant under the Plan (and shall not be added to the Plan in respect of awards under the Existing Plans) if such shares are: (i) shares that were subject to a stock-settled SAR (or stock appreciation right under the Existing Plans) and were not issued upon the net settlement or net exercise of such SAR (or stock appreciation right), (ii) shares delivered to or withheld by the Company to pay the exercise price of a Stock Option (or option under the Existing Plans), (iii) shares delivered to or

1
    


withheld by the Company to pay the withholding taxes related a Stock Option or SAR (or option or stock appreciation right under the Existing Plans), or (iv) shares repurchased on the open market with the proceeds of a Stock Option (or option under the Existing Plans) exercise. Any shares of Stock that again become available for grant pursuant to this paragraph shall be added back as one share if such shares were subject to Stock Options or SARs granted under the Plan or options or stock appreciation rights granted under the Existing Plans, and as 1.5 shares if such shares were subject to Awards other than Stock Options or SARs granted under the Plan or subject to awards other than options or stock appreciation rights granted under the Existing Plans.
The limits set forth in this Section 4(a) shall be construed to comply with Section 422. Without limiting the generality of the foregoing, no more than 3,300,000 shares of Stock may be issued in satisfaction of the exercise or surrender of ISOs granted under the Plan. To the extent consistent with the requirements of Section 422 and with other applicable legal requirements (including applicable stock exchange requirements), Stock issued under awards of an acquired company that are converted, replaced, or adjusted in connection with the acquisition shall not reduce the number of shares available for Awards under the Plan.
(b) Type of Shares . Stock delivered by the Company under the Plan may be authorized but unissued Stock or previously issued Stock acquired by the Company. No fractional shares of Stock will be delivered under the Plan.
(c) Section 162(m) Limits . The maximum number of shares of Stock for which Stock Options may be granted to any person in any calendar year and the maximum number of shares of Stock subject to SARs granted to any person in any calendar year will each be 1,000,000. The maximum number of shares subject to other Awards granted to any person in any calendar year will be 1,000,000 shares. The maximum amount payable to any person in any year under Cash Awards will be $3,000,000. Notwithstanding the foregoing, in the calendar year in which an individual first becomes employed by the Company (not including any service as a non-employee member of the Board), the maximum number of shares subject to Stock Options, SARs and other Awards granted to such employee and the maximum dollar amount payable to such employee under Cash Awards may be up to two hundred percent (200%) of each of the foregoing limits. The foregoing provisions will be construed in a manner consistent with Section 162(m).
(d) Non-Employee Director Limits . The aggregate number of shares of Stock subject to Awards granted under this Plan during any calendar year to any one non-employee director shall not exceed that number of shares having a fair market value on the date of grant of $300,000; provided, however, that in the calendar year in which a non-employee director first joins the Board or is first designated as Chairman of the Board or Lead Director, the maximum number of shares subject to Awards granted to such non-employee director may be up to two hundred percent (200%) of the number of shares of Stock indicated by the foregoing limit.
5.    ELIGIBILITY AND PARTICIPATION
The Administrator will select Participants from among those Employees and directors of, and consultants and advisors to, the Company or its Affiliates who, in the opinion of the Administrator, are in a position to make a significant contribution to the success of the Company and its Affiliates; provided , that, subject to such express exceptions, if any, as the Administrator may establish, eligibility shall be further limited to those persons as to whom the use of a Form S-8 registration statement is permissible. Eligibility for ISOs is limited to employees of the Company or of a “parent corporation” or “subsidiary corporation” of the Company as those terms are defined in Section 424 of the Code.
6.    RULES APPLICABLE TO AWARDS
(a) All Awards
(1) Award Provisions . The Administrator will determine the terms of all Awards, subject to the limitations provided herein. By accepting (or, under such rules as the Administrator may prescribe, being deemed to have accepted) an Award, the Participant agrees to the terms of the Award and the Plan. Notwithstanding any provision of this Plan to the contrary, awards of an acquired company that are converted, replaced or adjusted in

2
    


connection with the acquisition may contain terms and conditions that are inconsistent with the terms and conditions specified herein, as determined by the Administrator.
(2) Term of Plan . No Awards may be made after October 16, 2024, but previously granted Awards may continue beyond that date in accordance with their terms.
(3) Transferability . Neither ISOs nor, except as the Administrator otherwise expressly provides in accordance with the second sentence of this Section 6(a)(3), other Awards may be transferred other than by will or by the laws of descent and distribution, and during a Participant’s lifetime ISOs (and, except as the Administrator otherwise expressly provides in accordance with the second sentence of this Section 6(a)(3), other Awards requiring exercise) may be exercised only by the Participant. The Administrator may permit Awards other than ISOs to be transferred by gift, subject to such limitations as the Administrator may impose.
(4) Vesting, Etc . The Administrator may determine the time or times at which an Award will vest or become exercisable and the terms on which an Award requiring exercise will remain exercisable; provided, however, that no portion of a Stock Option or SAR granted on or after December 8, 2015 may vest prior to the date that is one year following the date of grant thereof, except in connection with a Covered Transaction or the death or disability of the Participant to whom such Award was granted. Without limiting the foregoing, with respect to Awards granted before December 8, 2015, the Administrator may at any time alter the vesting or exercisability of an Award, regardless of any adverse or potentially adverse tax consequences resulting from such alteration. With respect to Awards granted on or after December 8, 2015, the Administrator will not have the discretion to accelerate the vesting or exercisability of any such Award, except in connection with a Covered Transaction or the death or disability of the Participant to whom such Award was granted. Unless the Administrator expressly provides otherwise, however, the following rules will apply:
(A) Immediately upon the cessation of the Participant’s Employment and except as provided in (B) and (C) below, each Award requiring exercise that is then held by the Participant or by the Participant’s permitted transferees, if any, will cease to be exercisable and will terminate, and all other Awards that are then held by the Participant or by the Participant’s permitted transferees, if any, to the extent not already vested will be forfeited.
(B) Subject to (C) and (D) below, all Stock Options and SARs held by the Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment, to the extent then exercisable, will remain exercisable for the lesser of (i) a period of three months or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4), and will thereupon terminate.
(C) All Stock Options and SARs held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the Participant’s death, to the extent then exercisable, will remain exercisable for the lesser of (i) the one year period ending with the first anniversary of the Participant’s death or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4), and will thereupon terminate.
(D) All Stock Options and SARs held by a Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment will immediately terminate upon such cessation of Employment if the Administrator in its sole discretion determines that such cessation of Employment has resulted for reasons which cast such discredit on the Participant as to justify immediate termination of the Award.
(5) Taxes . The delivery, vesting or retention of Stock under an Award is conditioned upon full satisfaction by the Participant of all tax withholding requirements with respect to the Award. The Administrator will prescribe such rules for the withholding of taxes as it deems necessary. The Administrator may, but need not, hold back shares of Stock from an Award or permit a Participant to tender previously owned shares of Stock in satisfaction of tax withholding requirements (but not in excess of the minimum withholding required by law).

3
    


(6) Dividend Equivalents, Etc . The Administrator may provide for the payment of amounts in lieu of cash dividends or other cash distributions with respect to Stock subject to an Award other than an Award of Stock Options or SARs, for which dividend equivalents will not be provided. Any entitlement to dividend equivalents or similar entitlements shall be established and administered consistent either with exemption from, or compliance with, the requirements of Section 409A.
(7) Rights Limited . Nothing in the Plan will be construed as giving any person the right to continued employment or service with the Company or its Affiliates, or any rights as a stockholder except as to shares of Stock actually issued under the Plan. The loss of existing or potential profit in Awards will not constitute an element of damages in the event of termination of Employment for any reason, even if the termination is in violation of an obligation of the Company or any Affiliate to the Participant.
(8) Section 162(m) . This Section 6(a)(8) applies to any Performance Award intended to qualify as performance-based for the purposes of Section 162(m) other than a Stock Option or SAR. In the case of any Performance Award to which this Section 6(a)(8) applies, the Plan and such Award will be construed to the maximum extent permitted by law in a manner consistent with qualifying the Award for such exception. With respect to such Performance Awards, the Administrator will preestablish, in writing, one or more specific Performance Criteria no later than 90 days after the commencement of the period of service to which the performance relates (or at such earlier time as is required to qualify the Award as performance-based under Section 162(m)). Prior to grant, vesting or payment of the Performance Award, as the case may be, the Administrator will certify whether the applicable Performance Criteria have been attained and such determination will be final and conclusive.
(9) Coordination with Other Plans . Awards under the Plan may be granted in tandem with, or in satisfaction of or substitution for, other Awards under the Plan or awards made under other compensatory plans or programs of the Company or its Affiliates. For example, but without limiting the generality of the foregoing, awards under other compensatory plans or programs of the Company or its Affiliates may be settled in Stock (including, without limitation, Unrestricted Stock) if the Administrator so determines, in which case the shares delivered shall be treated as awarded under the Plan (and shall reduce the number of shares thereafter available under the Plan in accordance with the rules set forth in Section 4). In any case where an award is made under another plan or program of the Company or its Affiliates and such award is intended to qualify for the performance-based compensation exception under Section 162(m), and such award is settled by the delivery of Stock or another Award under the Plan, the applicable Section 162(m) limitations under both the other plan or program and under the Plan shall be applied to the Plan as necessary (as determined by the Administrator) to preserve the availability of the Section 162(m) performance-based compensation exception with respect thereto.
(10) Section 409A . Each Award shall contain such terms as the Administrator determines, and shall be construed and administered, such that the Award either (i) qualifies for an exemption from the requirements of Section 409A, or (ii) satisfies such requirements.
(11) Certain Requirements of Corporate Law . Awards shall be granted and administered consistent with the requirements of applicable Delaware law relating to the issuance of stock and the consideration to be received therefor, and with the applicable requirements of the stock exchanges or other trading systems on which the Stock is listed or entered for trading, in each case as determined by the Administrator.
(b) Awards Requiring Exercise
(1) Time And Manner Of Exercise . Unless the Administrator expressly provides otherwise, an Award requiring exercise by the holder (i.e. a Stock Option or SAR) will not be deemed to have been exercised until the Administrator receives a notice of exercise (in form acceptable to the Administrator), which may be an electronic notice, signed (including electronic signature in form acceptable to the Administrator) by the appropriate person and accompanied by any payment required under the Award. If the Award is exercised by any person other than the Participant, the Administrator may require satisfactory evidence that the person exercising the Award has the right to do so.

4
    


(2) Exercise Price . The exercise price (or the base value from which appreciation is to be measured) of each Award requiring exercise shall be 100% (in the case of an ISO granted to a ten-percent shareholder within the meaning of subsection (b)(6) of Section 422, 110%) of the fair market value of the Stock subject to the Award, determined as of the date of grant, or such higher amount as the Administrator may determine in connection with the grant. Other than in connection with a change in the Company’s capitalization (as described in Section 7), the Administrator shall not, without stockholder approval, reduce the exercise price of a previously awarded Stock Option or SAR or other Award requiring exercise, and, at any time when the exercise price of a previously awarded Stock Option, SAR or other Award requiring exercise is above the fair market value of a Share, the Administrator shall not, without stockholder approval, cancel and re-grant or exchange such Award for cash or a new Award with a lower (or no) exercise price. Fair market value shall be determined by the Administrator consistent with the applicable requirements of Section 422 and Section 409A.
(3) Payment Of Exercise Price . Where the exercise of an Award is to be accompanied by payment, payment of the exercise price shall be by cash or check acceptable to the Administrator, or, if so permitted by the Administrator and if legally permissible, (i) through the delivery of unrestricted shares of Stock that have a fair market value equal to the exercise price, subject to such minimum holding period requirements, if any, as the Administrator may prescribe, (ii) through withholding of shares of Stock otherwise issuable under the Award (iii) through a broker-assisted exercise program acceptable to the Administrator, (iv) by other means acceptable to the Administrator, or (v) by any combination of the foregoing permissible forms of payment. The delivery of shares in payment of the exercise price under clause (i) above may be accomplished either by actual delivery or by constructive delivery through attestation of ownership, subject to such rules as the Administrator may prescribe.
(4) Maximum Term . Awards requiring exercise will have a maximum term not to exceed ten (10) years from the date of grant (five (5) years from the date of grant in the case of an ISO granted to a ten-percent shareholder described in Section 6(b)(2) above).
7.    EFFECT OF CERTAIN TRANSACTIONS
(a) Mergers, etc . Except as otherwise provided in an Award or in an employment agreement or written arrangement by and between a Participant and the Company, which has been approved by the Administrator, the following provisions shall apply in the event of a Covered Transaction:
(1) Assumption or Substitution . If the Covered Transaction is one in which there is an acquiring or surviving entity, the Administrator may provide for the assumption of some or all outstanding Awards or for the grant of new awards in substitution therefor by the acquiror or survivor or an affiliate of the acquiror or survivor.
(2) Cash-Out of Awards . If the Covered Transaction is one in which holders of Stock will receive upon consummation a payment (whether cash, non-cash or a combination of the foregoing), then subject to Section 7(a)(5) below the Administrator may provide for payment (a “cash-out”), with respect to some or all Awards or any portion thereof, equal in the case of each affected Award or portion thereof to the excess, if any, of (A) the fair market value of one share of Stock (as determined by the Administrator in its reasonable discretion) times the number of shares of Stock subject to the Award or such portion, over (B) the aggregate exercise or purchase price, if any, under the Award or such portion (in the case of an SAR, the aggregate base value above which appreciation is measured), in each case on such payment terms (which need not be the same as the terms of payment to holders of Stock) and other terms, and subject to such conditions, as the Administrator determines; provided , that the Administrator shall not exercise its discretion under this Section 7(a)(2) with respect to an Award or portion thereof providing for “nonqualified deferred compensation” subject to Section 409A in a manner that would constitute an extension or acceleration of, or other change in, payment terms if such change would be inconsistent with the applicable requirements of Section 409A.
(3) Other Actions . If the Covered Transaction (whether or not there is an acquiring or surviving entity) is one in which there is no assumption, substitution or cash-out, all outstanding Awards requiring exercise will cease to be exercisable and all Awards providing for the future delivery of Stock (including Stock Units and Performance Awards to the extent consisting of Stock Units) shall expire, in each case after such payment or other

5
    


consideration, if any, as the Administrator deems equitable in the circumstances, as of the effective time of the Covered Transaction.
(4) Termination of Awards Upon Consummation of Covered Transaction . Each Award will terminate upon consummation of the Covered Transaction, other than the following: (i) Awards assumed pursuant to Section 7(a)(1) above; (ii) Awards converted pursuant to the proviso in Section 7(a)(3) above into an ongoing right to receive payment other than Stock; and (iii) outstanding shares of Restricted Stock (which shall be treated in the same manner as other shares of Stock, subject to Section 7(a)(5) below).
(5) Additional Limitations . Any share of Stock and any cash or other property delivered pursuant to Section 7(a)(2) or Section 7(a)(3) above with respect to an Award may, in the discretion of the Administrator, contain such restrictions, if any, as the Administrator deems appropriate to reflect any performance or other vesting conditions to which the Award was subject and that did not lapse (and were not satisfied) in connection with the Covered Transaction. For purposes of the immediately preceding sentence, a cash-out under Section 7(a)(2) above or the acceleration of exercisability of an Award under Section 7(a)(3) above shall not, in and of itself, be treated as the lapsing (or satisfaction) of a performance or other vesting condition. In the case of Restricted Stock that does not vest in connection with the Covered Transaction, the Administrator may require that any amounts delivered, exchanged or otherwise paid in respect of such Stock in connection with the Covered Transaction be placed in escrow or otherwise made subject to such restrictions as the Administrator deems appropriate to carry out the intent of the Plan.
(b) Changes in and Distributions With Respect to Stock
(1) Basic Adjustment Provisions . In the event of a stock dividend, stock split or combination of shares (including a reverse stock split), recapitalization or other change in the Company’s capital structure, the Administrator shall make appropriate and equitable adjustments to the maximum number of shares specified in Section 4(a) that may be delivered under the Plan and to the maximum share limits described in Section 4(c), and shall also make appropriate and equitable adjustments to the number and kind of shares of stock or securities subject to Awards then outstanding or subsequently granted, any exercise prices relating to Awards and any other provision of Awards affected by such change (including, if applicable, any Performance Criteria).
(2) Certain Other Adjustments . The Administrator may also make adjustments of the type described in Section 7(b)(1) above to take into account distributions to stockholders other than those provided for in Section 7(a) and 7(b)(1), or any other event, if the Administrator determines that adjustments are appropriate to avoid distortion in the operation of the Plan and to preserve the value of Awards made hereunder, having due regard for the qualification of ISOs under Section 422, the requirements of Section 409A, and for the performance-based compensation rules of Section 162(m), where applicable.
(3) Continuing Application of Plan Terms . References in the Plan to shares of Stock will be construed to include any stock or securities resulting from an adjustment pursuant to this Section 7.
8.    LEGAL CONDITIONS ON DELIVERY OF STOCK
The Company will not be obligated to deliver any shares of Stock pursuant to the Plan or to remove any restriction from shares of Stock previously delivered under the Plan until: (i) the Company is satisfied that all legal matters in connection with the issuance and delivery of such shares have been addressed and resolved; (ii) if the outstanding Stock is at the time of delivery listed on any stock exchange or national market system, the shares to be delivered have been listed or authorized to be listed on such exchange or system upon official notice of issuance; and (iii) all conditions of the Award have been satisfied or waived. If the sale of Stock has not been registered under the Securities Act of 1933, as amended, the Company may require, as a condition to exercise of the Award, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of such Act. The Company may require that certificates evidencing Stock issued under the Plan bear an appropriate legend reflecting any restriction on transfer applicable to such Stock, and the Company may hold the certificates pending lapse of the applicable restrictions.

6
    


9.    AMENDMENT AND TERMINATION
The Administrator may at any time or times amend the Plan or, subject to the restrictions set forth in Section 6(a)(4) hereof, any outstanding Award for any purpose which may at the time be permitted by law, and may at any time terminate the Plan as to any future grants of Awards; provided , that except as otherwise expressly provided in the Plan the Administrator may not, without the Participant’s consent, alter the terms of an Award so as to affect materially and adversely the Participant’s rights under the Award, unless the Administrator expressly reserved the right to do so at the time of the Award. Any amendments to the Plan shall be conditioned upon stockholder approval only to the extent, if any, such approval is required by law (including the Code and applicable stock exchange requirements), as determined by the Administrator.
10. OTHER COMPENSATION ARRANGEMENTS
The existence of the Plan or the grant of any Award will not in any way affect the Company’s right to Award a person bonuses or other compensation in addition to Awards under the Plan.
11. MISCELLANEOUS
(a) Waiver of Jury Trial . By accepting an Award under the Plan, each Participant waives any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under the Plan and any Award, or under any amendment, waiver, consent, instrument, document or other agreement delivered or which in the future may be delivered in connection therewith, and agrees that any such action, proceedings or counterclaim shall be tried before a court and not before a jury. By accepting an Award under the Plan, each Participant certifies that no officer, representative, or attorney of the Company has represented, expressly or otherwise, that the Company would not, in the event of any action, proceeding or counterclaim, seek to enforce the foregoing waivers.
(b) Limitation of Liability . Notwithstanding anything to the contrary in the Plan, neither the Company, nor any Affiliate, nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, or the Administrator, shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award by reason of any acceleration of income, or any additional tax (including any interest and penalties), asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to the Award; provided, that nothing in this Section 11(b) shall limit the ability of the Administrator or the Company, in its discretion, to provide by separate express written agreement with a Participant for a gross-up payment or other payment in connection with any such acceleration of income or additional tax.
12. ESTABLISHMENT OF SUB-PLANS
The Board may from time to time establish one or more sub-plans under the Plan for purposes of satisfying applicable blue sky, securities or tax laws of various jurisdictions. The Board will establish such sub-plans by adopting supplements to the Plan setting forth (i) such limitations on the Administrator’s discretion under the Plan as the Board deems necessary or desirable and (ii) such additional terms and conditions not otherwise inconsistent with the Plan as the Board deems necessary or desirable. All supplements adopted by the Board will be deemed to be part of the Plan, but each supplement will apply only to Participants within the affected jurisdiction and the Company will not be required to provide copies of any supplement to Participants in any jurisdiction that is not affected.
13. GOVERNING LAW
Except as otherwise provided by the express terms of an Award agreement or under a sub-plan described in Section 12, the provisions of the Plan and of Awards under the Plan and all claims or disputes arising out of our based upon the Plan or any Award under the Plan or relating to the subject matter hereof or thereof will be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

7
    


EXHIBIT A
Definition of Terms
The following terms, when used in the Plan, will have the meanings and be subject to the provisions set forth below:
Administrator ”: The Board or, if delegated to the Compensation Committee, the Compensation Committee; except that the Board or Compensation Committee, as applicable, may delegate (i) to one or more of its members (or one or more other members of the Board) such of its duties, powers and responsibilities as it may determine; (ii) to one or more officers of the Company the power to grant rights or options to the extent permitted by Section 157(c) of the Delaware General Corporation Law; and (iii) to such Employees or other persons as it determines such ministerial tasks as it deems appropriate. In the event of any delegation described in the preceding sentence, the term “Administrator” shall include the person or persons so delegated to the extent of such delegation.
Affiliate ”: Any corporation or other entity in which the Company has a substantial direct or indirect equity interest, as determined by the Committee from time to time.
Award ”: Any or a combination of the following:
(i) Stock Options.
(ii) SARs.
(iii) Restricted Stock.
(iv) Unrestricted Stock.
(v) Stock Units, including Restricted Stock Units.
(vi) Performance Awards.
(vii) Cash Awards.
(viii) Awards (other than Awards described in (i) through (vii) above) that are convertible into or otherwise based on Stock.
Board ”: The Board of Directors of the Company.
Cash Award ”: An Award denominated in cash.
Code ”: The U.S. Internal Revenue Code of 1986 as from time to time amended and in effect, or any successor statute as from time to time in effect.
Compensation Committee ”: The Compensation Committee of the Board.
Company ”: Silicon Graphics International Corp., a Delaware corporation.
Covered Transaction ”: Any of (i) a consolidation, merger, or similar transaction or series of related transactions, including a sale or other disposition of stock, in which the Company is not the surviving corporation or which results in the acquisition of all or substantially all of the Company’s then outstanding common stock by a single person or entity or by a group of persons and/or entities acting in concert, (ii) a sale or transfer of all or substantially all the Company’s assets, or (iii) a dissolution or liquidation of the Company. Where a Covered Transaction involves a tender offer that is reasonably expected to be followed by a merger described in clause (i) (as determined by the Administrator), the Covered Transaction shall be deemed to have occurred upon consummation of the tender offer.
Employee ”: Any person who is employed by the Company or an Affiliate.

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Employment ”: A Participant’s employment or other service relationship with the Company and its Affiliates. Employment will be deemed to continue, unless the Administrator expressly provides otherwise, so long as the Participant is employed by, or otherwise is providing services in a capacity described in Section 5 to the Company or its Affiliates. If a Participant’s employment or other service relationship is with an Affiliate and that entity ceases to be an Affiliate, the Participant’s Employment will be deemed to have terminated when the entity ceases to be an Affiliate unless the Participant transfers Employment to the Company or its remaining Affiliates. Notwithstanding the foregoing and the definition of “Affiliate” above, in construing the provisions of any Award relating to the payment of “nonqualified deferred compensation” (subject to and not exempt from Section 409A) upon a termination or cessation of Employment, references to termination or cessation of employment, separation from service, retirement or similar or correlative terms shall be construed to require a “separation from service” (as that term is defined in Section 1.409A-1(h) of the Treasury Regulations) from the Company and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with the Company under Section 1.409A-1(h)(3) of the Treasury Regulations. The Company may, but need not, elect in writing, subject to the applicable limitations under Section 409A, any of the special elective rules prescribed in Section 1.409A-1(h) of the Treasury Regulations for purposes of determining whether a “separation from service” has occurred. Any such written election shall be deemed a part of the Plan.
Existing Plans ”: Silicon Graphics International Corp. 2005 Equity Incentive Plan (including, for the avoidance of doubt and without duplication, shares available under the Rackable Systems, Inc. 2002 Stock Option Plan that became available for grant under the Silicon Graphics International Corp. 2005 Equity Incentive Plan) and the Silicon Graphics International Corp. 2005 Non- Employee Directors’ Stock Option Plan.
ISO ”: A Stock Option intended to be an “incentive stock option” within the meaning of Section 422. Each option granted pursuant to the Plan will be treated as providing by its terms that it is to be a non-incentive stock option unless, as of the date of grant, it is expressly designated as an ISO.
Participant ”: A person who is granted an Award under the Plan.
Performance Award ”: An Award subject to Performance Criteria. The Committee in its discretion may grant Performance Awards that are intended to qualify for the performance-based compensation exception under Section 162(m) and Performance Awards that are not intended so to qualify.
Performance Criteria ”: Specified criteria, other than the mere continuation of Employment or the mere passage of time, the satisfaction of which is a condition for the grant, exercisability, vesting, retention or full enjoyment of an Award. For purposes of Awards that are intended to qualify for the performance-based compensation exception under Section 162(m), a Performance Criterion will mean an objectively determinable measure of performance relating to any or any combination of the following (measured either absolutely or by reference to an index or indices and determined either on a consolidated basis or, as the context permits, on a divisional, subsidiary, line of business, project or geographical basis or in combinations thereof): sales; revenues; assets; expenses; earnings before or after deduction for all or any portion of interest, taxes, depreciation, or amortization, whether or not on a continuing operations or an aggregate or per share basis; return on equity, investment, capital or assets; one or more operating ratios; borrowing levels, leverage ratios or credit rating; market share; capital expenditures; cash flow; stock price; stockholder return; operating or gross margin; operating income; net income (before or after taxes); net operating income; net operating income after tax; pre-and after-tax income; pre-tax profit; cash flow, determined in the aggregate or on a per share basis; operating cash flow; sales or revenue targets; increases in revenue or product revenue; bookings; expenses and cost reduction goals; improvement in or attainment of expense or working capital levels; economic value added (or an equivalent metric); debt reduction; implementation or completion of projects or processes; sales of particular products or services; customer acquisition, retention or satisfaction; acquisitions and divestitures (in whole or in part); joint ventures and strategic alliances; spin-offs, split-ups and the like; reorganizations; or recapitalizations, restructurings, financings (issuance of debt or equity) or refinancings. A Performance Criterion and any targets with respect thereto determined by the Administrator need not be based upon an increase, a positive or improved result or avoidance of loss. To the extent consistent with the requirements for satisfying the performance-based compensation exception under Section 162(m), the Administrator may provide in the case of any Award intended to qualify for such exception that one or more of the Performance Criteria applicable to such Award will be adjusted in an objectively determinable manner to reflect events (for example, but without

9
    


limitation, acquisitions or dispositions) occurring during the performance period that affect the applicable Performance Criterion or Criteria.
Plan ”: Silicon Graphics International Corp. 2014 Omnibus Incentive Plan as from time to time amended and in effect.
Restricted Stock ”: Stock subject to restrictions requiring that it be redelivered or offered for sale to the Company if specified conditions are not satisfied.
Restricted Stock Unit ”: A Stock Unit that is, or as to which the delivery of Stock or cash in lieu of Stock is, subject to the satisfaction of specified performance or other vesting conditions.
SAR ”: A right entitling the holder upon exercise to receive an amount (payable in cash or in shares of Stock of equivalent value) equal to the excess of the fair market value of the shares of Stock subject to the right over the base value from which appreciation under the SAR is to be measured.
Section 409A ”: Section 409A of the Code.
Section 422 ”: Section 422 of the Code.
Section 162(m) ”: Section 162(m) of the Code.
Stock ”: Common Stock of the Company, par value $0.001 per share.
Stock Option ”: An option entitling the holder to acquire shares of Stock upon payment of the exercise price.
Stock Unit ”: An unfunded and unsecured promise, denominated in shares of Stock, to deliver Stock or cash measured by the value of Stock in the future.
Unrestricted Stock ”: Stock not subject to any restrictions under the terms of the Award.
*    *    *


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October 30, 2015


Mack Asrat



Re:    Employment Terms

Dear Mack:

Silicon Graphics International Corp. (the “ Company ”), is pleased to offer you a promotion to the position of Senior Vice President, Chief Financial Officer (the “SVP & CFO”), on the following terms. Your employment commenced on June 27, 2012 (“Start Date”). This offer letter agreement amends and supersedes in its entirety the offer letter agreement by and between you and the Company dated June 4, 2012.

1)
POSITION . You will serve in an executive capacity and shall perform the duties of SVP & CFO as commonly associated with this position, and as required by the Company’s Chief Executive Officer (the “ CEO ”). Initially, your responsibilities will include finance and accounting functions for the company. Partnering with the CEO and senior management, you will be a critical player in driving the evolution of the company’s business model and generating returns to stakeholders. Moreover, you will interact frequently with the company’s board of directors and numerous external constituencies to help communicate the company’s plan and progress against key strategic, financial and shareholder return objectives. You will report to the CEO. Of course, the Company may change your position, duties, and work location from time to time in its discretion subject to the terms of this offer letter agreement.
2)
COMPENSATION.
a)
Base Salary. Your annual base salary will be $300,000, less standard payroll deductions and withholdings. You will be paid bi-weekly in accordance with Company practice and policy.
b)
Performance Bonus . In addition, you are eligible to earn a semi-annual performance bonus target of $105,000 ($210,000 annually), based upon the Company’s performance with respect to applicable performance targets, which are expected to include revenue and profitability targets. Any such bonus payment shall be deemed earned upon the fulfillment of targets and your continued employment through the bonus payment date, and shall be paid within a reasonable period of time, but not later than 45 days, after the end of the fiscal half. The Company will determine in its sole discretion whether the performance targets have been achieved, whether you have earned a bonus, and the amount of any earned bonus.
c)
Review of Compensation. Your base salary and bonus eligibility will be reviewed on an annual or more frequent basis by the Compensation Committee and are subject to change in the discretion of the Compensation Committee, subject to the terms of this offer letter agreement.
3)
EQUITY AWARD.
a)
Equity Grants. Subject to Compensation Committee approval, the Company will grant you 56,250 restricted stock units (the “Restricted Stock Unit Award”) with the right to receive the Company’s common stock pursuant to the Company’s Employee Equity Incentive Plan (the “ Plan ”). In addition, subject to





Compensation Committee approval, the Company will grant you 18,750 performance restricted stock units (the “Performance Restricted Stock Unit Award”) the right to receive shares of the Company’s common stock pursuant to the Plan.
b)
Vesting Schedule. The Restricted Stock Unit Award will be subject to a four-year vesting period that requires your continuous service to the Company as an employee or consultant (as defined in the Plan and the Stock Unit Award Agreement), with 25% vesting upon completion of the one year anniversary in this role of continuous service as an employee or consultant, and an additional 6.25% of such Restricted Stock Unit Award vesting for each 3 months of continuous service as an employee or consultant after such year. The Performance Restricted Stock Unit Award will be eligible to be earned upon achievement of certain performance criteria following the completion of the SGI’s audited financial statements for the 2016 fiscal year and the approval of the Compensation Committee of the Board. The Performance Restricted Stock Unit Award, if earned, will vest as to 25% upon the completion of the one year anniversary in this role of continuous service as an employee, and an additional 6.25% of such Performance Restricted Stock Unit Award vesting for each 3 months of continuous service as an employee or consultant after such year. The actual number of shares subject to the Performance Restricted Stock Unit Award may range from 50% to 150% of the target award amount depending on the level actually achieved.
c)
Governing Documents. The Restricted Stock Unit Award will be governed in full by the terms and conditions of the Plan and the Restricted Stock Unit Award Agreement. The Performance Restricted Stock Unit Award will be governed in full by the terms and conditions of the Plan and the Performance Restricted Stock Unit Award Agreement.
4)
EMPLOYEE BENEFITS. You will be eligible to participate in the Company’s standard employee benefit plans provided by the Company to its executive employees generally in accordance with the terms and conditions of the plans and applicable policies that may be in effect from time to time, and including but not limited to group health insurance coverage, disability insurance, life insurance, ESPP, 401(k) Plan, and paid holidays. You will be eligible for reimbursement of your legitimate and documented business expenses incurred in connection with your employment, pursuant to the Company’s standard reimbursement expense policy and practices. The Company may modify its benefits programs and policies from time to time in its discretion.
5)
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT . As a condition of your employment, you were required to sign and abide by the Company’s Proprietary Information and Inventions Agreement (the “ Non-Disclosure Agreement ”), attached hereto as Exhibit A.
6)
SERVICE AS EMPLOYEE; OUTSIDE ACTIVITIES .
a)
Location and Duties. You will work at the Company’s corporate facility currently located in Milpitas, California, subject to necessary business travel. During your employment with the Company, you will devote your best efforts and substantially all of your business time and attention (except for vacation periods and reasonable periods of illness or other incapacity permitted by the Company’s general employment policies) to the business of the Company.
b)
Company Policies. Your employment relationship with the Company shall also be governed by the general employment policies and practices of the Company, including but not limited to the policies contained in the Company’s Employee Handbook (except that if the terms of this letter differ from or are in conflict with the Company’s general employment policies or practices, this letter will control), and you will be required to abide by such general employment policies and practices of the Company.




c)
Other Activities. Throughout your employment with the Company, you may engage in civic and not-for-profit activities so long as such activities do not interfere with the performance of your duties hereunder or present a conflict of interest with the Company. Subject to the restrictions set forth herein and only with the prior written consent of the Board, you may serve as a director of other corporations and may devote a reasonable amount of your time to other types of business or public activities not expressly mentioned in this paragraph.
d)
Conflict of Interest. During your employment by the Company, except on behalf of the Company, you will not directly or indirectly serve as an officer, director, stockholder, employee, partner, proprietor, investor, joint venturer, associate, representative or consultant for or on behalf of any other person, corporation, firm, partnership or other entity whatsoever known by you to compete with the Company (or is planning or preparing to compete with the Company), anywhere in the world, in any line of business engaged in (or planned to be engaged in) by the Company; provided, however, that you may purchase or otherwise acquire up to (but not more than) one percent (1%) of any class of securities of any enterprise (but without participating in the activities of such enterprise) if such securities are listed on any national or regional securities exchange.
7)
AT-WILL EMPLOYMENT RELATIONSHIP. Your employment relationship with the Company is at-will. Accordingly, both you and the Company may terminate the employment relationship at any time, with or without Cause (as defined below), and with or without advance notice.
8)
DEFINITIONS .
a)
Definition of “Cause.” For purposes of this offer letter agreement, “Cause” is defined as one or more of the following events: (i) the indictment or conviction for a felony or other crime, or any misdemeanor involving moral turpitude; (ii) the commission of any other act or omission involving fraud or intentional deceit with respect to the Company or any of its affiliates or any of their directors, stockholders, partners or members; (iii) any act or omission involving dishonesty that causes material injury to the Company or any of its affiliates or any of their directors, stockholders, partners or members; (iv) gross negligence with respect to the Company or any of its subsidiaries; (v) willful misconduct with respect to the Company or any of its subsidiaries; (vi) any other material breach of your contractual, statutory, or common law obligations to the Company; provided, however, that, it shall only be deemed Cause pursuant to clause (vi) if you are given written notice describing the basis of Cause and, if the event is reasonably susceptible of cure, you fail to cure within thirty (30) days.
b)
Definition of “Good Reason.” For purposes of this offer letter agreement, “Good Reason” is defined as one or more of the following conditions that occur without your written consent: (i) the assignment to you, or the removal from you, of any duties or responsibilities that results in the material diminution of your authority, duties or responsibilities as SVP, WW Sales, including a Change in Control that results in your no longer serving as the SVP, WW Sales or any similar position; (ii) a material reduction by the Company of your base salary; (iii) the Company’s material breach of its obligations to you under this offer letter agreement; or (iv) your office relocation to a location more than fifty miles from your then present location provided however that, it shall only be deemed Good Reason pursuant to the foregoing definition if (x) the Company is given written notice from you within ninety (90) days following the first occurrence of a condition that you consider to constitute Good Reason describing the condition and fails to remedy such condition within thirty (30) days following such written notice, and (y) you resign from employment within ninety (90) days following the end of the period within which the Company was entitled to remedy the condition constituting Good Reason but failed to do so.




c)
Definition of “Change in Control.” For purposes of this offer letter agreement, “Change in Control” means the occurrence, in a single transaction or in a series of related transactions, of either of the following events:
i)
There is consummated (A) a merger, consolidation or similar transaction involving (directly or indirectly) the Company or (B) a tender offer or exchange offer addressed to the stockholders of the Company and, in either event, immediately after the consummation of such merger, consolidation or similar transaction or such tender or exchange offer, the stockholders of the Company immediately prior thereto do not own, directly or indirectly, either (A) outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or (B) more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their ownership of the outstanding voting securities of the Company immediately prior to such transaction; or
ii)
There is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition.
The term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company. A transaction that does not constitute a change in control event under U.S. Treasury Regulation 1.409A-3(i)(5)(v) or (vii) will not be considered a Change in Control for purposes of this letter agreement.
9)
CHANGE IN CONTROL SEVERANCE BENEFITS . If, within 12 months following a Change in Control, your employment is terminated by the Company without Cause, or by you for Good Reason; and you sign, date, return to the Company and allow to become effective a release of all claims in a form satisfactory to the Company in its sole discretion (the “ Release ”); then in lieu of any Severance Benefits set forth in Section 10 herein, you shall be entitled to receive the following severance benefits (the “ Change in Control Severance Benefits ”); provided that you must execute and return the Release on or before the date specified by the Company in the prescribed form (the “ Release Deadline ”).  The Release Deadline will in no event be later than fifty (50) days after your employment is terminated.  If you fail to return the Release on or before the Release Deadline, or if you revoke the Release, then you will not be entitled to the benefits described in this Section 9.  The severance payments will commence within sixty (60) days after your employment is terminated and, once they commence, will include any unpaid amounts accrued from the date your employment is terminated.  However, if the sixty (60) day period described in the preceding sentence spans two calendar years, then the payments will in any event begin in the second calendar year.
a)
Accelerated Vesting . All unvested stock options and restricted stock units referred to herein and any subsequent grants of stock options, restricted stock units or any other equity awards granted under current or future plans shall become fully vested upon the closing of a Change in Control of the Company;
b)
Severance Pay . You will be eligible to receive severance pay in the total amount equal to the sum of (i) twelve (12) months of your base salary in effect as of the employment termination date (ii) the full amount of your annual performance bonus at target, and (iii) the prorated amount of your annual performance bonus




at target for the year in which the termination occurred. The severance pay will be paid in one lump sum payment, subject to required payroll deductions and withholdings; and
c)
COBRA Benefits . If you timely elect and continue to remain eligible for continued group health insurance coverage under federal COBRA law or, if applicable, state insurance laws (collectively, “ COBRA ”), the Company will pay your COBRA premiums sufficient to continue your group health insurance coverage at the same level in effect as of your employment termination date (including dependent coverage, if applicable) for twelve (12) months after the employment termination date; provided that, the Company’s obligation to pay your COBRA premiums will cease earlier if you become eligible for group health insurance coverage through a new employer and you must provide prompt written notice to the Company if you become eligible for group health insurance coverage through a new employer within twelve (12) months after your employment termination date. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Services Act), the Company shall instead provide you a taxable monthly payment in an amount equal to the monthly COBRA premium that you would otherwise be required to pay to continue your group health coverage in effect from the date of your termination of employment, which payments shall be made regardless of whether you elect COBRA continuation coverage and shall end on the earlier of (x) the date on which you obtain other employment and (y) twelve (12) months after your employment termination date.
10)
SEVERANCE BENEFITS . If, at any time other than during the twelve (12) month period following a Change in Control, your employment is terminated by the Company without Cause, or by you for Good Reason; and if you sign, date, return to the Company and allow to become effective the Release; then you shall be entitled to receive the following severance benefits (the “ Severance Benefits ”); provided that you must execute and return the Release on or before the Release Deadline. If you fail to return the Release on or before the Release Deadline, or if you revoke the Release, then you will not be entitled to the benefits in this Section 10. The severance payments will commence within sixty (60) days after your employment is terminated and, once they commence, will include any unpaid amounts accrued from the date your employment is terminated.  However, if the sixty (60) day period described in the preceding sentence spans two calendar years, then the payments will in any event begin in the second calendar year.
a)
Severance Pay. You will be eligible to receive severance pay in the total amount equal to the sum of (i) twelve (12) months of your base salary in effect as of the employment termination date, and (ii) the full amount of your annual performance bonus at target, and (iii) the prorated amount of your annual performance bonus at target for the year in which the termination occurred. The severance pay will be subject to required payroll deductions and withholdings, and will be paid in twenty-six (26) equal installments over a period of twelve (12) months, with such payments made on the Company’s normal payroll schedule; and
b)
COBRA Benefits. If you timely elect and continue to remain eligible for COBRA, the Company will pay your COBRA premiums sufficient to continue your group health insurance coverage at the same level in effect as of your employment termination date (including dependent coverage, if applicable) for twelve(12) months after the employment termination date; provided that, the Company’s obligation to pay your COBRA premiums will cease earlier if you become eligible for group health insurance coverage through a new employer and you must provide prompt written notice to the Board if you become eligible for group health insurance coverage through a new employer within twelve(12) months after your employment termination date. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Services Act), the Company shall instead provide you a taxable monthly payment in an amount equal to the monthly COBRA premium that you would otherwise be required to pay to continue




your group health coverage in effect from the date of your termination of employment, which payments shall be made regardless of whether you elect COBRA continuation coverage and shall end on the earlier of (x) the date on which you obtain other employment and (y) six(6) months after your employment termination date.
11)
CONDITIONS TO ELIGIBILITY TO SEVERANCE BENEFITS OR CHANGE IN CONTROL SEVERANCE BENEFITS. Notwithstanding the foregoing, you will not be eligible for the Severance Benefits or the Change in Control Severance Benefits if: (A) your employment is terminated for Cause, or if you resign for any reason that does not qualify as Good Reason; or (B) in the event that you materially breach the Non-Disclosure Agreement, the Release of claims, or any other obligations you owe to the Company after termination of your employment (including but not limited to the provisions of the Non-Disclosure Agreement), and the Company’s obligation to provide the Severance Benefits or the Change in Control Benefits (or to continue to provide such benefits) will cease immediately and in full as of the date of your breach.
12)
DEFERRED COMPENSATION . Notwithstanding anything to the contrary herein, the following provisions apply to the extent severance benefits provided herein are subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”) and the regulations and other guidance thereunder and any state law of similar effect (collectively, “Section 409A”). Severance benefits shall not commence until you have a “separation from service” for purposes of Section 409A. Each installment of severance benefits is a separate “payment” for purposes of Treas. Reg. Section 1.409A-2(b)(2)(i), and the severance benefits are intended to satisfy the exemptions from application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and you are, upon separation from service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits payments shall be delayed until the earlier of (i) six (6) months and one day after your separation from service and (ii) your death. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to you or your beneficiary in one lump sum (without interest).  Any termination of your employment is intended to constitute a “separation from service” and will be determined consistent with the rules relating to a “separation from service” as such term is defined in Treasury Regulation Section 1.409A-1.  It is intended that each installment of the payments provided hereunder constitute separate “payments” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i).  To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision will be read in such a manner so that all payments hereunder comply with Section 409A of the Code.  Except as otherwise expressly provided herein, to the extent any expense reimbursement or the provision of any in-kind benefit under this Agreement is determined to be subject to Section 409A of the Code, the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which you incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.
13)
EXCISE TAX.
a)
Reduced Amount . Anything in this agreement to the contrary notwithstanding, if any payment or benefit that you would receive pursuant to this offer letter agreement or otherwise (“ Payment ”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “ Excise Tax ”), then such Payment shall be equal to the Reduced Amount (defined below). The “ Reduced Amount ” shall be either (y) the largest




portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax, or (z) the entire Payment, whichever amount after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in your receipt, on an after-tax basis, of the greater economic benefit.
b)
Order of Reduction . Any reduction shall be made in the following manner:  first a pro rata reduction of (i) cash payments subject to Section 409A of the Code as deferred compensation and (ii) cash payments not subject to Section 409A of the Code, and second a pro rata cancellation of (i) equity-based compensation subject to Section 409A of the Code as deferred compensation and (ii) equity-based compensation not subject to Section 409A of the Code.  Reduction in either cash payments or equity compensation benefits shall be made prorata between and among benefits which are subject to Section 409A of the Code and benefits which are exempt from Section 409A of the Code. Any reduction in the Payment that is required shall occur in such manner as will provide you with the greatest economic benefit. If more than one manner of reduction necessary to arrive at the Reduced Amount yields the greatest economic benefit, then payments and benefits shall be reduced pro rata.
c)
Accounting Firm. The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Payment Event shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Payment Event, a nationally recognized accounting firm appointed by the Board and reasonably approved by you shall make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder.
d)
Calculations . The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and you within fifteen (15) calendar days after the date on which your right to a Payment is triggered (if requested at that time by the Company or you) or such other time or times as requested by the Company or you. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and you with an opinion reasonably acceptable to you that no Excise Tax will be imposed with respect to such Payment. The Company shall be entitled to rely upon the accounting firm’s determinations, which shall be final and binding.
14)
DISPUTE RESOLUTION.
a)
Arbitration Agreement. To ensure the rapid and economical resolution of disputes that may arise in connection with your employment, you and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to the enforcement, breach, performance, execution, or interpretation of this agreement, your employment, or the termination of your employment, shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration in San Francisco, California conducted before a single neutral arbitrator by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) or its successor, under the then applicable JAMS rules for the resolution of employment disputes. By agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge or by administrative proceeding.
b)
Arbitrator Authority. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written arbitration decision including the arbitrator’s essential findings and conclusions and a statement of the award. All claims, disputes, or causes of action under this Agreement, whether by you or the Company,




must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor brought in any private attorney general capacity or proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity, and may not preside over any form of representative or class proceeding.
c)
Fees and Injunctive Relief. The Company shall pay all of JAMS’ arbitration fees. The parties agree that the arbitrator shall award reasonable attorneys’ fees and costs to the prevailing party in any action brought hereunder to the extent that such an award would be consistent with applicable law. The arbitrator shall have discretion to determine the prevailing party in an arbitration where multiple claims may be at issue. Nothing in this letter agreement shall prevent either you or the Company from obtaining injunctive relief in court if necessary to prevent irreparable harm pending the conclusion of any arbitration.
d)
Federal Arbitration Act. This agreement is made under the provisions of the Federal Arbitration Act (9 U.S.C., Sections 1-14) (“FAA”) and will be construed and governed accordingly. It is the parties' intention that both the procedural and the substantive provisions of the FAA shall apply.
15)
MISCELLANEOUS.
a)
General Provisions. This letter, including the attached Non-Disclosure Agreement, constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to the subject matter hereof. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other agreements, promises, warranties or representations concerning its subject matter. Changes in your employment terms, other than those expressly reserved herein to the Company’s discretion, only can be made in a writing signed by a duly-authorized member of the Company and you. This letter agreement will bind the heirs, personal representatives, successors and assigns of both you and the Company, and inure to the benefit of both you and the Company, their heirs, successors and assigns. If any provision of this letter agreement is determined to be invalid or unenforceable, in whole or in part, this determination shall not affect any other provision of this letter agreement and the provision in question shall be modified so as to be rendered enforceable in a manner consistent with the intent of the parties insofar as possible under applicable law. This letter agreement shall be construed and enforced in accordance with the laws of the State of California without regard to conflicts of law principles. Any ambiguity in this letter agreement shall not be construed against either party as the drafter. Any waiver of a breach of this letter agreement, or rights hereunder, shall be in writing and shall not be deemed to be a waiver of any successive breach or rights hereunder. This letter agreement may be executed in counterparts which shall be deemed to be part of one original, and facsimile signatures shall be equivalent to original signatures.
b)
Legal Right to Work . As required by law, this offer is subject to satisfactory proof of your right to work in the United States.




16)
ACCEPTANCE . Please sign this letter and return to me as soon as possible to accept the terms set forth herein.
Sincerely,

Silicon Graphics International Corp.


By: /s/ Jorge Titinger                
Jorge Titinger
President & Chief Executive Officer

November 2, 2015            
Date



Understood and Agreed:


/s/ Mack Asrat                    
Mack Asrat


                    
Date


Exhibit A – Non-Disclosure Agreement




EXHIBIT A

NON-DISCLOSURE AGREEMENT





Exhibit 31.1
CERTIFICATION
I, Jorge Titinger, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Silicon Graphics International Corp.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
 
 
/s/ Jorge Titinger
 
 
 
Jorge Titinger
President and Chief Executive Officer
(Principal Financial Officer)
    

Date: January 29, 2016



Exhibit 31.2
CERTIFICATION
I, Mekonnen P. Asrat, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Silicon Graphics International Corp.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
 
 
/s/ Mekonnen P. Asrat
 
 
 
Mekonnen P. Asrat
Chief Financial Officer
(Principal Financial Officer)

Date: January 29, 2016




Exhibit 32.1
CERTIFICATIONS PURSUANT TO
18 U.S.C. §1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Silicon Graphics International Corp. (the “Company”) for the quarter ended December 25, 2015 , as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Jorge Titinger, President and Chief Executive Officer of the Company, and Mekonnen P. Asrat, Chief Financial Officer of the Company, each hereby certifies, to such officer's knowledge, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1)
The Report, to which this Certification is attached as Exhibit 32.1, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
In Witness Whereof, the undersigned have set their hands hereto as of the 29th day of January, 2016
 


/s/ Jorge Titinger
 
/s/ Mekonnen P. Asrat
Jorge Titinger
 
Mekonnen P. Asrat
President and Chief Executive Officer
 
Chief Financial Officer
(Principal Executive Officer)
 
(Principal Financial Officer)


The foregoing certification is being furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and is not deemed filed with the Securities and Exchange Commission as part of the Form 10-Q or as a separate disclosure document and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Report), irrespective of any general incorporation language contained in such filing.