x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
77-0353939
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
|
o
|
Accelerated filer
|
x
|
Non-accelerated filer
|
o
(Do not check if a smaller reporting company)
|
Smaller reporting company
|
o
|
|
|
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.
|
||
|
|
December 31,
|
|
June 30,
|
||||
|
2014
|
|
2014
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
83,201
|
|
|
$
|
96,872
|
|
Accounts receivable, net of allowances of $1,280 and $1,922 at December 31, 2014 and June 30, 2014, respectively (including amounts receivable from a related party of $1,138 and $621 at December 31, 2014 and June 30, 2014, respectively)
|
258,784
|
|
|
212,738
|
|
||
Inventory
|
409,205
|
|
|
315,837
|
|
||
Deferred income taxes-current
|
18,261
|
|
|
16,842
|
|
||
Prepaid income taxes
|
6,907
|
|
|
5,555
|
|
||
Prepaid expenses and other current assets
|
5,384
|
|
|
6,237
|
|
||
Total current assets
|
781,742
|
|
|
654,081
|
|
||
Long-term investments
|
2,647
|
|
|
2,647
|
|
||
Property, plant and equipment, net
|
142,660
|
|
|
130,589
|
|
||
Deferred income taxes-noncurrent
|
4,589
|
|
|
6,154
|
|
||
Other assets
|
3,403
|
|
|
2,854
|
|
||
Total assets
|
$
|
935,041
|
|
|
$
|
796,325
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable (including amounts due to a related party of $57,154 and $48,969 at December 31, 2014 and June 30, 2014, respectively)
|
$
|
283,768
|
|
|
$
|
219,354
|
|
Accrued liabilities
|
42,929
|
|
|
37,564
|
|
||
Income taxes payable
|
12,977
|
|
|
11,414
|
|
||
Short-term debt and current portion of long-term debt
|
33,459
|
|
|
42,554
|
|
||
Total current liabilities
|
373,133
|
|
|
310,886
|
|
||
Long-term debt-net of current portion
|
2,333
|
|
|
3,733
|
|
||
Other long-term liabilities
|
14,353
|
|
|
12,475
|
|
||
Total liabilities
|
389,819
|
|
|
327,094
|
|
||
Commitments and contingencies (Note 10)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock and additional paid-in capital, $0.001 par value
|
|
|
|
||||
Authorized shares: 100,000,000
|
|
|
|
||||
Issued shares: 46,900,380 and 45,739,936 at December 31, 2014 and June 30, 2014, respectively
|
222,971
|
|
|
199,062
|
|
||
Treasury stock (at cost), 445,028 shares at December 31, 2014 and June 30, 2014
|
(2,030
|
)
|
|
(2,030
|
)
|
||
Accumulated other comprehensive loss
|
(79
|
)
|
|
(63
|
)
|
||
Retained earnings
|
324,192
|
|
|
272,087
|
|
||
Total Super Micro Computer, Inc. stockholders’ equity
|
545,054
|
|
|
469,056
|
|
||
Noncontrolling interest
|
168
|
|
|
175
|
|
||
Total stockholders’ equity
|
545,222
|
|
|
469,231
|
|
||
Total liabilities and stockholders’ equity
|
$
|
935,041
|
|
|
$
|
796,325
|
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net sales (including related party sales of $10,879 and $3,859 in the three months ended December 31, 2014 and 2013, respectively, and $37,457 and $7,387 in the six months ended December 31, 2014 and 2013, respectively)
|
$
|
503,014
|
|
|
$
|
356,362
|
|
|
$
|
946,336
|
|
|
$
|
665,378
|
|
Cost of sales (including related party purchases of $57,513 and $54,424 in the three months ended December 31, 2014 and 2013, respectively, and $111,916 and $99,741 in the six months ended December 31, 2014 and 2013, respectively)
|
418,562
|
|
|
301,270
|
|
|
792,691
|
|
|
563,494
|
|
||||
Gross profit
|
84,452
|
|
|
55,092
|
|
|
153,645
|
|
|
101,884
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
25,465
|
|
|
20,428
|
|
|
46,974
|
|
|
40,664
|
|
||||
Sales and marketing
|
11,158
|
|
|
8,976
|
|
|
22,160
|
|
|
17,841
|
|
||||
General and administrative
|
4,944
|
|
|
5,484
|
|
|
10,000
|
|
|
11,132
|
|
||||
Total operating expenses
|
41,567
|
|
|
34,888
|
|
|
79,134
|
|
|
69,637
|
|
||||
Income from operations
|
42,885
|
|
|
20,204
|
|
|
74,511
|
|
|
32,247
|
|
||||
Interest and other income, net
|
36
|
|
|
46
|
|
|
71
|
|
|
63
|
|
||||
Interest expense
|
(183
|
)
|
|
(184
|
)
|
|
(379
|
)
|
|
(379
|
)
|
||||
Income before income tax provision
|
42,738
|
|
|
20,066
|
|
|
74,203
|
|
|
31,931
|
|
||||
Income tax provision
|
11,496
|
|
|
6,731
|
|
|
22,098
|
|
|
10,897
|
|
||||
Net income
|
$
|
31,242
|
|
|
$
|
13,335
|
|
|
$
|
52,105
|
|
|
$
|
21,034
|
|
Net income per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.68
|
|
|
$
|
0.31
|
|
|
$
|
1.14
|
|
|
$
|
0.49
|
|
Diluted
|
$
|
0.61
|
|
|
$
|
0.30
|
|
|
$
|
1.03
|
|
|
$
|
0.47
|
|
Weighted-average shares used in calculation of net income per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
46,131
|
|
|
42,915
|
|
|
45,802
|
|
|
42,706
|
|
||||
Diluted
|
51,091
|
|
|
45,039
|
|
|
50,567
|
|
|
45,052
|
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net income
|
$
|
31,242
|
|
|
$
|
13,335
|
|
|
$
|
52,105
|
|
|
$
|
21,034
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation gain (loss)
|
(13
|
)
|
|
(5
|
)
|
|
(16
|
)
|
|
(1
|
)
|
||||
Unrealized gain (loss) on investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total other comprehensive income
|
(13
|
)
|
|
(5
|
)
|
|
(16
|
)
|
|
(1
|
)
|
||||
Comprehensive income
|
$
|
31,229
|
|
|
$
|
13,330
|
|
|
$
|
52,089
|
|
|
$
|
21,033
|
|
|
Six Months Ended
December 31, |
||||||
|
2014
|
|
2013
|
||||
OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
52,105
|
|
|
$
|
21,034
|
|
Reconciliation of net income to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
3,845
|
|
|
2,920
|
|
||
Stock-based compensation expense
|
6,161
|
|
|
5,377
|
|
||
Excess tax benefits from stock-based compensation
|
(2,782
|
)
|
|
(1,084
|
)
|
||
Allowance for doubtful accounts
|
(87
|
)
|
|
1,076
|
|
||
Provision for inventory
|
4,175
|
|
|
1,538
|
|
||
Exchange gain
|
(1,305
|
)
|
|
(115
|
)
|
||
Deferred income taxes
|
121
|
|
|
242
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable, net (including changes in related party balances of $(517) and $557 during the six months ended December 31, 2014 and 2013, respectively)
|
(45,959
|
)
|
|
(12,910
|
)
|
||
Inventory
|
(97,543
|
)
|
|
(38,295
|
)
|
||
Prepaid expenses and other assets
|
793
|
|
|
1,428
|
|
||
Accounts payable (including changes in related party balances of $8,185 and $(2,298) during the six months ended December 31, 2014 and 2013, respectively)
|
60,016
|
|
|
31,950
|
|
||
Income taxes payable, net
|
5,314
|
|
|
2,677
|
|
||
Accrued liabilities
|
4,795
|
|
|
1,760
|
|
||
Other long-term liabilities
|
1,664
|
|
|
797
|
|
||
Net cash provided by (used in) operating activities
|
(8,687
|
)
|
|
18,395
|
|
||
INVESTING ACTIVITIES:
|
|
|
|
||||
Restricted cash
|
(1
|
)
|
|
(8
|
)
|
||
Investment in a privately held company
|
(661
|
)
|
|
—
|
|
||
Purchases of property, plant and equipment
|
(11,031
|
)
|
|
(33,956
|
)
|
||
Net cash used in investing activities
|
(11,693
|
)
|
|
(33,964
|
)
|
||
FINANCING ACTIVITIES:
|
|
|
|
||||
Proceeds from exercise of stock options
|
12,745
|
|
|
4,785
|
|
||
Minimum tax withholding paid on behalf of an officer for restricted stock awards
|
—
|
|
|
(651
|
)
|
||
Excess tax benefits from stock-based compensation
|
2,782
|
|
|
1,084
|
|
||
Proceeds from debt
|
5,200
|
|
|
8,576
|
|
||
Repayment of debt
|
(14,400
|
)
|
|
(1,400
|
)
|
||
Payment of obligations under capital leases
|
(58
|
)
|
|
(15
|
)
|
||
Advance under receivable financing arrangements
|
918
|
|
|
41
|
|
||
Net cash provided by financing activities
|
7,187
|
|
|
12,420
|
|
||
Effect of exchange rate fluctuations on cash
|
(478
|
)
|
|
(6
|
)
|
||
Net decrease in cash and cash equivalents
|
(13,671
|
)
|
|
(3,155
|
)
|
||
Cash and cash equivalents at beginning of period
|
96,872
|
|
|
93,038
|
|
||
Cash and cash equivalents at end of period
|
$
|
83,201
|
|
|
$
|
89,883
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
382
|
|
|
$
|
378
|
|
Cash paid for taxes, net of refunds
|
$
|
15,464
|
|
|
$
|
6,840
|
|
Non-cash investing and financing activities:
|
|
|
|
||||
Equipment purchased under capital leases
|
$
|
336
|
|
|
$
|
57
|
|
Accrued costs for property, plant and equipment purchases
|
$
|
7,874
|
|
|
$
|
2,891
|
|
•
|
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
|
•
|
Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Risk-free interest rate
|
1.50
|
%
|
|
1.53
|
%
|
|
1.50% - 1.76%
|
|
|
1.53% - 1.54%
|
|
||||
Expected life
|
5.44 years
|
|
|
5.50 years
|
|
|
5.44 years
|
|
|
5.49 - 5.50 years
|
|
||||
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
||||
Volatility
|
49.31
|
%
|
|
50.07
|
%
|
|
46.93% - 49.31%
|
|
|
50.05% - 50.07%
|
|
||||
Weighted-average fair value
|
$
|
11.64
|
|
|
$
|
6.63
|
|
|
$
|
11.69
|
|
|
$
|
6.24
|
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Cost of sales
|
$
|
222
|
|
|
$
|
245
|
|
|
$
|
429
|
|
|
$
|
480
|
|
Research and development
|
1,997
|
|
|
1,709
|
|
|
3,893
|
|
|
3,270
|
|
||||
Sales and marketing
|
414
|
|
|
305
|
|
|
779
|
|
|
619
|
|
||||
General and administrative
|
548
|
|
|
529
|
|
|
1,060
|
|
|
1,008
|
|
||||
Stock-based compensation expense before taxes
|
3,181
|
|
|
2,788
|
|
|
6,161
|
|
|
5,377
|
|
||||
Income tax impact
|
(785
|
)
|
|
(381
|
)
|
|
(1,392
|
)
|
|
(669
|
)
|
||||
Stock-based compensation expense, net
|
$
|
2,396
|
|
|
$
|
2,407
|
|
|
$
|
4,769
|
|
|
$
|
4,708
|
|
|
|
Options
Outstanding
|
|
Weighted
Average
Exercise
Price per
Share
|
|
Weighted
Average
Remaining
Contractual
Term
(in Years)
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
|||||
Balance as of June 30, 2014 (7,558,631 shares exercisable at weighted average exercise price of $11.05 per share)
|
|
10,905,602
|
|
|
$
|
12.24
|
|
|
|
|
|
||
Granted
|
|
832,500
|
|
|
$
|
25.89
|
|
|
|
|
|
||
Exercised
|
|
(1,160,444
|
)
|
|
$
|
10.96
|
|
|
|
|
|
||
Forfeited
|
|
(108,091
|
)
|
|
$
|
17.85
|
|
|
|
|
|
||
Balance as of December 31, 2014
|
|
10,469,567
|
|
|
$
|
13.41
|
|
|
6.17
|
|
$
|
224,743
|
|
Options vested and expected to vest at December 31, 2014
|
|
10,227,938
|
|
|
$
|
13.25
|
|
|
6.10
|
|
$
|
221,184
|
|
Options vested and exercisable at December 31, 2014
|
|
7,292,418
|
|
|
$
|
11.53
|
|
|
5.08
|
|
$
|
170,261
|
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Basic net income per common share calculation
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
31,242
|
|
|
$
|
13,335
|
|
|
$
|
52,105
|
|
|
$
|
21,034
|
|
Less: Undistributed earnings allocated to participating securities
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(28
|
)
|
||||
Net income attributable to common shares—basic
|
$
|
31,242
|
|
|
$
|
13,334
|
|
|
$
|
52,105
|
|
|
$
|
21,006
|
|
Weighted-average number of common shares used to compute basic net income per common share
|
46,131
|
|
|
42,915
|
|
|
45,802
|
|
|
42,706
|
|
||||
Basic net income per common share
|
$
|
0.68
|
|
|
$
|
0.31
|
|
|
$
|
1.14
|
|
|
$
|
0.49
|
|
Diluted net income per common share calculation
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
31,242
|
|
|
$
|
13,335
|
|
|
$
|
52,105
|
|
|
$
|
21,034
|
|
Less: Undistributed earnings allocated to participating securities
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(26
|
)
|
||||
Net income attributable to common shares—diluted
|
$
|
31,242
|
|
|
$
|
13,334
|
|
|
$
|
52,105
|
|
|
$
|
21,008
|
|
Weighted-average number of common shares used to compute basic net income per common share
|
46,131
|
|
|
42,915
|
|
|
45,802
|
|
|
42,706
|
|
||||
Dilutive effect of options to purchase common stock
|
4,960
|
|
|
2,124
|
|
|
4,765
|
|
|
2,346
|
|
||||
Weighted-average number of common shares used to compute diluted net income per common share
|
51,091
|
|
|
45,039
|
|
|
50,567
|
|
|
45,052
|
|
||||
Diluted net income per common share
|
$
|
0.61
|
|
|
$
|
0.30
|
|
|
$
|
1.03
|
|
|
$
|
0.47
|
|
|
December 31,
2014 |
|
June 30,
2014 |
||||
Finished goods
|
$
|
304,190
|
|
|
$
|
246,803
|
|
Work in process
|
43,963
|
|
|
18,794
|
|
||
Purchased parts and raw materials
|
61,052
|
|
|
50,240
|
|
||
Total inventory
|
$
|
409,205
|
|
|
$
|
315,837
|
|
|
December 31,
2014 |
|
June 30,
2014 |
||||
Land
|
$
|
63,962
|
|
|
$
|
63,962
|
|
Buildings
|
51,959
|
|
|
51,959
|
|
||
Building and leasehold improvements
|
7,838
|
|
|
7,683
|
|
||
Buildings construction in progress (1)
|
8,708
|
|
|
587
|
|
||
Machinery and equipment
|
38,764
|
|
|
34,342
|
|
||
Furniture and fixtures
|
6,410
|
|
|
5,892
|
|
||
Purchased software
|
3,711
|
|
|
3,606
|
|
||
Purchased software construction in progress (2)
|
4,969
|
|
|
2,548
|
|
||
|
186,321
|
|
|
170,579
|
|
||
Accumulated depreciation and amortization
|
(43,661
|
)
|
|
(39,990
|
)
|
||
Property, plant and equipment, net
|
$
|
142,660
|
|
|
$
|
130,589
|
|
|
December 31,
2014 |
|
June 30,
2014 |
||||
Prepaid royalty license
|
$
|
1,122
|
|
|
$
|
1,246
|
|
Restricted cash
|
427
|
|
|
450
|
|
||
Investment in a privately held company
|
1,411
|
|
|
750
|
|
||
Others
|
443
|
|
|
408
|
|
||
Total other assets
|
$
|
3,403
|
|
|
$
|
2,854
|
|
|
December 31,
2014 |
|
June 30,
2014 |
||||
Accrued payroll and related expenses
|
$
|
15,858
|
|
|
$
|
11,624
|
|
Customer deposits
|
5,454
|
|
|
4,185
|
|
||
Accrued warranty costs
|
6,960
|
|
|
7,083
|
|
||
Accrued cooperative marketing expenses
|
5,024
|
|
|
4,387
|
|
||
Others
|
9,633
|
|
|
10,285
|
|
||
Total accrued liabilities
|
$
|
42,929
|
|
|
$
|
37,564
|
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Balance, beginning of period
|
$
|
7,077
|
|
|
$
|
6,600
|
|
|
$
|
7,083
|
|
|
$
|
6,472
|
|
Provision for warranty
|
3,304
|
|
|
3,507
|
|
|
6,960
|
|
|
6,941
|
|
||||
Costs charged to accrual
|
(3,305
|
)
|
|
(3,313
|
)
|
|
(6,770
|
)
|
|
(6,664
|
)
|
||||
Change in estimated liability for pre-existing warranties
|
(116
|
)
|
|
28
|
|
|
(313
|
)
|
|
73
|
|
||||
Balance, end of period
|
$
|
6,960
|
|
|
$
|
6,822
|
|
|
$
|
6,960
|
|
|
$
|
6,822
|
|
December 31, 2014
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Asset at
Fair Value
|
||||||||
Money market funds
|
$
|
311
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
311
|
|
Auction rate securities
|
—
|
|
|
—
|
|
|
2,647
|
|
|
2,647
|
|
||||
Total
|
$
|
311
|
|
|
$
|
—
|
|
|
$
|
2,647
|
|
|
$
|
2,958
|
|
|
|
|
|
|
|
|
|
||||||||
June 30, 2014
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Asset at
Fair Value
|
||||||||
Money market funds
|
$
|
311
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
311
|
|
Auction rate securities
|
—
|
|
|
—
|
|
|
2,647
|
|
|
2,647
|
|
||||
Total
|
$
|
311
|
|
|
$
|
—
|
|
|
$
|
2,647
|
|
|
$
|
2,958
|
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Balance as of beginning of period
|
$
|
2,647
|
|
|
$
|
2,637
|
|
|
$
|
2,647
|
|
|
$
|
2,637
|
|
Total realized gains or (losses) included in net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total unrealized gains or (losses) included in other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Sales and settlements at par
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Transfers in and/or out of Level 3
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Balance as of end of period
|
$
|
2,647
|
|
|
$
|
2,637
|
|
|
$
|
2,647
|
|
|
$
|
2,637
|
|
|
December 31, 2014
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Holding
Gains
|
|
Gross
Unrealized
Holding
Losses
|
|
Fair Value
|
||||||||
Auction rate securities
|
$
|
2,750
|
|
|
$
|
—
|
|
|
$
|
(103
|
)
|
|
$
|
2,647
|
|
|
|
|
|
|
|
|
|
||||||||
|
June 30, 2014
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Holding
Gains
|
|
Gross
Unrealized
Holding
Losses
|
|
Fair Value
|
||||||||
Auction rate securities
|
$
|
2,750
|
|
|
$
|
—
|
|
|
$
|
(103
|
)
|
|
$
|
2,647
|
|
|
December 31,
2014 |
|
June 30,
2014 |
||||
Line of credit:
|
|
|
|
||||
Bank of America
|
$
|
4,699
|
|
|
$
|
17,699
|
|
CTBC Bank
|
5,200
|
|
|
—
|
|
||
Total line of credit
|
9,899
|
|
|
17,699
|
|
||
Building term loans:
|
|
|
|
||||
Bank of America
|
5,133
|
|
|
6,533
|
|
||
CTBC Bank
|
20,760
|
|
|
22,055
|
|
||
Total building term loans
|
25,893
|
|
|
28,588
|
|
||
Total debt
|
35,792
|
|
|
46,287
|
|
||
Current portion
|
(33,459
|
)
|
|
(42,554
|
)
|
||
Long-term portion
|
$
|
2,333
|
|
|
$
|
3,733
|
|
|
•
|
|
Not to incur on a consolidated basis, a net loss before taxes and extraordinary items in any two consecutive quarterly accounting periods;
|
|
•
|
|
The Company’s funded debt to EBITDA ratio (ratio of all outstanding liabilities for borrowed money and other interest-bearing liabilities, including current and long-term debt, less the non-current portion of subordinated liabilities to EBITDA) shall not be greater than 2.00;
|
|
•
|
|
The Company’s unencumbered liquid assets, as defined in the agreement, held in the United States shall have an aggregate market value of not less than $30,000,000, measured as of the last day of each fiscal quarter and the last day of each fiscal year.
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
286,748
|
|
|
$
|
179,571
|
|
|
$
|
530,126
|
|
|
$
|
354,785
|
|
Europe
|
91,588
|
|
|
84,977
|
|
|
181,145
|
|
|
156,162
|
|
||||
Asia
|
78,575
|
|
|
82,211
|
|
|
167,013
|
|
|
137,183
|
|
||||
Other
|
46,103
|
|
|
9,603
|
|
|
68,052
|
|
|
17,248
|
|
||||
|
$
|
503,014
|
|
|
$
|
356,362
|
|
|
$
|
946,336
|
|
|
$
|
665,378
|
|
|
December 31,
2014 |
|
June 30,
2014 |
||||
Long-lived assets:
|
|
|
|
||||
United States
|
$
|
104,076
|
|
|
$
|
94,119
|
|
Asia
|
38,276
|
|
|
36,123
|
|
||
Europe
|
308
|
|
|
347
|
|
||
|
$
|
142,660
|
|
|
$
|
130,589
|
|
|
Three Months Ended
December 31, |
|
Six Months Ended
December 31, |
||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||||||
|
Amount
|
|
Percent of
Net Sales
|
|
Amount
|
|
Percent of
Net Sales
|
|
Amount
|
|
Percent of
Net Sales |
|
Amount
|
|
Percent of
Net Sales |
||||||||||||
Server systems
|
$
|
302,256
|
|
|
60.1
|
%
|
|
$
|
174,072
|
|
|
48.8
|
%
|
|
$
|
557,865
|
|
|
58.9
|
%
|
|
$
|
317,355
|
|
|
47.7
|
%
|
Subsystems and accessories
|
200,758
|
|
|
39.9
|
%
|
|
182,290
|
|
|
51.2
|
%
|
|
388,471
|
|
|
41.1
|
%
|
|
348,023
|
|
|
52.3
|
%
|
||||
Total
|
$
|
503,014
|
|
|
100.0
|
%
|
|
$
|
356,362
|
|
|
100.0
|
%
|
|
$
|
946,336
|
|
|
100.0
|
%
|
|
$
|
665,378
|
|
|
100.0
|
%
|
•
|
Net cash provided by (used in) operating activities was
$(8.7) million
and
$18.4 million
during the
six months ended December 31, 2014 and 2013
, respectively. Our cash and cash equivalents, together with our investments, were
$85.9 million
at the end of
second
quarter of fiscal year
2015
, compared with
$99.6 million
at the end of fiscal year
2014
. The decrease in our cash and cash equivalents, together with our investments at the end of
second
quarter of fiscal year
2015
was primarily due to increases in inventory and accounts receivable described below, as well as $9.2 million of repayments in loans, net of proceeds,
$11.0 million
of purchase of property, plant and equipment, of which $6.3 million was related to the development and construction of improvements on our property in San Jose, California, which is still in progress, offset in part by $12.7 million of proceeds from the exercise of stock options.
|
•
|
Days sales outstanding in accounts receivable (“DSO”) at the end of the
second
quarter of fiscal year
2015
was
41
days, compared with
42
days at the end of the fourth quarter of fiscal year 2014.
|
•
|
Our inventory balance was
$409.2 million
at the end of the
second
quarter of fiscal year
2015
, compared with
$315.8 million
at the end of the fiscal year
2014
. Days sales of inventory (“DSI”) at the end of the
second
quarter of fiscal year
2015
was
83
days, compared with
77
days at the end of the fourth quarter of fiscal year
2014
. The increase in our inventory was to support the transition to Intel's DP Haswell based products.
|
•
|
Our purchase commitments with contract manufacturers and suppliers were
$564.6 million
at the end of the
second
quarter of fiscal year
2015
and
$211.1 million
at the end of the fiscal year
2014
. Included in the above non-cancellable commitments are hard disk drive purchase commitments totaling approximately
$294.3
|
|
Three Months Ended
December 31,
|
|
Six Months Ended
December 31,
|
||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of sales
|
83.2
|
|
|
84.5
|
|
|
83.8
|
|
|
84.7
|
|
Gross profit
|
16.8
|
|
|
15.5
|
|
|
16.2
|
|
|
15.3
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||
Research and development
|
5.1
|
|
|
5.8
|
|
|
5.0
|
|
|
6.1
|
|
Sales and marketing
|
2.2
|
|
|
2.5
|
|
|
2.3
|
|
|
2.7
|
|
General and administrative
|
1.0
|
|
|
1.5
|
|
|
1.1
|
|
|
1.7
|
|
Total operating expenses
|
8.3
|
|
|
9.8
|
|
|
8.4
|
|
|
10.5
|
|
Income from operations
|
8.5
|
|
|
5.7
|
|
|
7.8
|
|
|
4.8
|
|
Interest and other income, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Interest expense
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
Income before income tax provision
|
8.5
|
|
|
5.6
|
|
|
7.8
|
|
|
4.8
|
|
Income tax provision
|
2.3
|
|
|
1.9
|
|
|
2.3
|
|
|
1.6
|
|
Net income
|
6.2
|
%
|
|
3.7
|
%
|
|
5.5
|
%
|
|
3.2
|
%
|
|
•
|
|
Not to incur on a consolidated basis, a net loss before taxes and extraordinary items in any two consecutive quarterly accounting periods;
|
|
•
|
|
The Company’s funded debt to EBITDA ratio (ratio of all outstanding liabilities for borrowed money and other interest-bearing liabilities, including current and long-term debt, less the non-current portion of subordinated liabilities to EBITDA) shall not be greater than 2.00;
|
|
•
|
|
The Company’s unencumbered liquid assets, as defined in the agreement, held in the United States shall have an aggregate market value of not less than $30,000,000, measured as of the last day of each fiscal quarter and the last day of each fiscal year.
|
|
Payments Due by Period
|
||||||||||||||||||
|
Less Than
1 Year
|
|
1 to 3
Years
|
|
3 to 5
Years
|
|
More Than
5 Years
|
|
Total
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Operating leases
|
$
|
2,989
|
|
|
$
|
2,271
|
|
|
$
|
1,234
|
|
|
$
|
305
|
|
|
$
|
6,799
|
|
Capital leases, including interest
|
178
|
|
|
331
|
|
|
191
|
|
|
—
|
|
|
700
|
|
|||||
Long-term debt, including interest (1)
|
33,528
|
|
|
2,352
|
|
|
—
|
|
|
—
|
|
|
35,880
|
|
|||||
Purchase commitments (2)
|
404,584
|
|
|
160,000
|
|
|
—
|
|
|
—
|
|
|
564,584
|
|
|||||
Total (3)
|
$
|
441,279
|
|
|
$
|
164,954
|
|
|
$
|
1,425
|
|
|
$
|
305
|
|
|
$
|
607,963
|
|
(1)
|
Amount reflects total anticipated cash payments, including anticipated interest payments based on the interest rate at
December 31, 2014
.
|
(2)
|
Amount reflects total gross purchase commitments under our manufacturing arrangements with third-party contract manufacturers or vendors. Our purchase obligations included
$294.3 million
of hard disk drive purchase commitments at
December 31, 2014
, which will be paid through
January 2017
. See Note 10 of Notes to our Condensed Consolidated Financial Statements for a discussion of purchase commitments.
|
(3)
|
The table above excludes liabilities for deferred revenue, net of cost, of
$6.4 million
and unrecognized tax benefits and related interest and penalties accrual of
$10.6 million
. We have not provided a detailed estimate of the payment timing of unrecognized tax benefits due to the uncertainty of when the related tax settlements will become due.
|
|
•
|
|
fluctuations based upon seasonality, with the quarters ending March 31 and September 30 typically being weaker;
|
|
•
|
|
unpredictability of the timing and size of customer orders, since most of our customers purchase our products on a purchase order basis rather than pursuant to a long term contract;
|
|
•
|
|
fluctuations in availability and costs associated with key components and other materials needed to satisfy customer requirements;
|
|
•
|
|
variability of our margins based on the mix of server systems, subsystems and accessories we sell and the percentage of our sales to internet datacenter cloud customers or geographical regions;
|
|
•
|
|
the timing of the introduction of new products by leading microprocessor vendors and other suppliers;
|
|
•
|
|
our ability to introduce new and innovative server solutions that appeal to our customers;
|
|
•
|
|
changes in tax rates, particularly with respect to the availability of research and development credits;
|
|
•
|
|
our ability to address technology issues as they arise, improve our products’ functionality and expand our product offerings;
|
|
•
|
|
changes in our product pricing policies, including those made in response to new product announcements and pricing changes of our competitors;
|
|
•
|
|
mix of whether customer purchases are of full systems or subsystems and accessories and whether made directly or through indirect sales channels;
|
|
•
|
|
the effect of mergers and acquisitions among our competitors, suppliers or partners;
|
|
•
|
|
general economic conditions in our geographic markets; and
|
|
•
|
|
impact of regulatory changes on our cost of doing business.
|
•
|
greater name recognition and deeper market penetration;
|
•
|
longer operating histories;
|
•
|
larger sales and marketing organizations and research and development teams and budgets;
|
•
|
more established relationships with customers, contract manufacturers and suppliers and better channels to reach larger customer bases and larger sales volume allowing for better costs;
|
•
|
larger customer service and support organizations with greater geographic scope;
|
•
|
a broader and more diversified array of products and services; and
|
•
|
substantially greater financial, technical and other resources.
|
•
|
heightened price sensitivity from customers in emerging markets;
|
•
|
our ability to establish local manufacturing, support and service functions, and to form channel relationships with resellers in non-U.S. markets;
|
•
|
localization of our systems and components, including translation into foreign languages and the associated expenses;
|
•
|
compliance with multiple, conflicting and changing governmental laws and regulations;
|
•
|
foreign currency fluctuations;
|
•
|
limited visibility into sales of our products by our distributors;
|
•
|
laws favoring local competitors;
|
•
|
weaker legal protections of intellectual property rights and mechanisms for enforcing those rights;
|
•
|
market disruptions created by public health crises in regions outside the U.S., such as Avian flu, SARS and other diseases;
|
•
|
difficulties in staffing and managing foreign operations, including challenges presented by relationships with workers’ councils and labor unions; and
|
•
|
changing regional economic and political conditions.
|
•
|
actual or anticipated variations in our operating results;
|
•
|
announcements of technological innovations, new products or product enhancements, strategic alliances or significant agreements by us or by our competitors;
|
•
|
changes in recommendations by any securities analysts that elect to follow our common stock;
|
•
|
the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;
|
•
|
the loss of a key customer;
|
•
|
the loss of key personnel;
|
•
|
technological advancements rendering our products less valuable;
|
•
|
lawsuits filed against us;
|
•
|
changes in operating performance and stock market valuations of other companies that sell similar products;
|
•
|
price and volume fluctuations in the overall stock market;
|
•
|
market conditions in our industry, the industries of our customers and the economy as a whole; and
|
•
|
other events or factors, including those resulting from war, incidents of terrorism or responses to these events.
|
•
|
establish a classified board of directors so that not all members of our board are elected at one time;
|
•
|
require super-majority voting to amend some provisions in our certificate of incorporation and bylaws;
|
•
|
authorize the issuance of “blank check” preferred stock that our board could issue to increase the number of outstanding shares and to discourage a takeover attempt;
|
•
|
limit the ability of our stockholders to call special meetings of stockholders;
|
•
|
prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;
|
•
|
provide that the board of directors is expressly authorized to adopt, or to alter or repeal our bylaws; and
|
•
|
establish advance notice requirements for nominations for election to our board or for proposing matters that can be acted upon by stockholders at stockholder meetings.
|
10.1
|
Extension of Loan Agreement with Bank of America, N.A.
|
10.2
|
Summary of 2014 Credit Facility with CTBC Bank CO., LTD.
|
31.1
|
Certification of Charles Liang, President and Chief Executive Officer of the Registrant pursuant to Section 302, as adopted pursuant to the Sarbanes-Oxley Act of 2002
|
31.2
|
Certification of Howard Hideshima, Chief Financial Officer of the Registrant pursuant to Section 302, as adopted pursuant to the Sarbanes-Oxley Act of 2002
|
32.1
|
Certification of Charles Liang, President and Chief Executive Officer of the Registrant pursuant to Section 906, as adopted pursuant to the Sarbanes-Oxley Act of 2002
|
32.2
|
Certification of Howard Hideshima, Chief Financial Officer of the Registrant pursuant to Section 906, as adopted pursuant to the Sarbanes-Oxley Act of 2002
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Date:
|
February 9, 2015
|
|
/s/ C
HARLES
L
IANG
|
|
|
|
Charles Liang
President, Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
|
Date:
|
February 9, 2015
|
|
/s/ Howard Hideshima
|
|
|
|
Howard Hideshima
Senior Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
|
Product Type
|
Proposed Line amount
|
Tenor
|
Proposed Rate
|
Notes
|
Short term Loan
|
NTD 700MM
|
1 year
|
I1 + 0.25%
|
Collateral: Bade factory
|
OA loan
|
USD 17MM
|
1 year
|
COF(1M)+0.3%
|
1.
Clean loan
2.
each transaction’s tenor ≦ 120 days,
3.
OA loan needs to provide list once drawn down.
4.
OA loan is financed 80% of Invoice amount for each transaction
|
•
|
I1 is defined as
CTBC Bank
’s cost of New Taiwan Dollar fund.
|
•
|
COF
is defined as
CTBC Bank
’s cost of US Dollar fund.
|
1.
|
I have reviewed this annual report on Form 10-Q of Super Micro Computer, Inc.;
|
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 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.
|
Date:
|
February 9, 2015
|
/s/ C
HARLES
L
IANG
|
|
|
Charles Liang
President, Chief Executive Officer and
Chairman of the Board
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-Q of Super Micro Computer, Inc.;
|
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 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.
|
Date:
|
February 9, 2015
|
/s/ H
OWARD
H
IDESHIMA
|
|
|
Howard Hideshima
Senior Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
|
Date:
|
February 9, 2015
|
/s/ C
HARLES
L
IANG
|
|
|
Charles Liang
President and Chief Executive Officer
(Principal Executive Officer)
|
Date:
|
February 9, 2015
|
/s/ H
OWARD
H
IDESHIMA
|
|
|
Howard Hideshima
Senior Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
|