x
|
ANNUAL 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.)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, $0.001 par value per share
|
|
The NASDAQ Stock Market LLC
|
Large accelerated filer
x
|
|
Accelerated filer
¨
|
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
¨
|
|
|
Page
|
|
PART I
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
PART II
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
PART III
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
PART IV
|
|
Item 15.
|
||
|
•
|
Global technology vendors such as Dell Inc., Hewlett-Packard Company, Lenovo, and Cisco;
|
•
|
Original Design Manufacturers, or ODMs, such as Quanta Computer, Inc.
|
•
|
first to market with new emerging technologies;
|
•
|
flexible and customizable products to fit customers’ objectives;
|
•
|
high product performance and reliability;
|
•
|
early identification of emerging opportunities;
|
•
|
cost-effectiveness;
|
•
|
interoperability of products;
|
•
|
scalability; and
|
•
|
localized and responsive customer support on a worldwide basis.
|
|
•
|
|
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 data center cloud customers or geographical regions;
|
|
•
|
|
the timing of the introduction of new products by leading microprocessor vendors and other suppliers;
|
|
•
|
|
fluctuations based upon changes in demand for and cost of storage solutions as such solutions become an increasing percentage of our net sales;
|
|
•
|
|
changes in our product pricing policies, including those made in response to new product announcements and pricing changes of our competitors;
|
|
•
|
|
fluctuations in the timing and size of large customer orders as larger customers and larger orders become an increasing percentage of our net sales;
|
|
•
|
|
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.
|
|
High
|
|
Low
|
||||
Fiscal Year 2014:
|
|
|
|
||||
First Quarter
|
$
|
13.76
|
|
|
$
|
10.81
|
|
Second Quarter
|
$
|
17.18
|
|
|
$
|
13.47
|
|
Third Quarter
|
$
|
22.97
|
|
|
$
|
16.44
|
|
Fourth Quarter
|
$
|
26.03
|
|
|
$
|
16.52
|
|
|
High
|
|
Low
|
||||
Fiscal Year 2015:
|
|
|
|
||||
First Quarter
|
$
|
29.42
|
|
|
$
|
24.17
|
|
Second Quarter
|
$
|
36.53
|
|
|
$
|
22.85
|
|
Third Quarter
|
$
|
41.13
|
|
|
$
|
32.76
|
|
Fourth Quarter
|
$
|
37.77
|
|
|
$
|
28.77
|
|
|
|
6/30/2010
|
|
6/30/2011
|
|
6/30/2012
|
|
6/30/2013
|
|
6/30/2014
|
|
6/30/2015
|
||||||
Super Micro Computer, Inc.
|
|
100.00
|
|
|
119.19
|
|
|
117.48
|
|
|
78.81
|
|
|
187.19
|
|
|
219.11
|
|
NASDAQ Composite Index
|
|
100.00
|
|
|
131.49
|
|
|
139.15
|
|
|
161.35
|
|
|
208.99
|
|
|
236.43
|
|
NASDAQ Computer Index
|
|
100.00
|
|
|
131.14
|
|
|
148.54
|
|
|
151.86
|
|
|
211.20
|
|
|
234.03
|
|
|
Fiscal Years Ended June 30,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
$
|
1,991,155
|
|
|
$
|
1,467,202
|
|
|
$
|
1,162,561
|
|
|
$
|
1,013,874
|
|
|
$
|
942,582
|
|
Cost of sales
|
1,670,924
|
|
|
1,241,657
|
|
|
1,002,508
|
|
|
848,457
|
|
|
791,478
|
|
|||||
Gross profit
|
320,231
|
|
|
225,545
|
|
|
160,053
|
|
|
165,417
|
|
|
151,104
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
100,257
|
|
|
84,257
|
|
|
75,208
|
|
|
64,223
|
|
|
48,108
|
|
|||||
Sales and marketing
|
48,851
|
|
|
38,012
|
|
|
33,785
|
|
|
33,308
|
|
|
26,859
|
|
|||||
General and administrative
|
24,377
|
|
|
23,017
|
|
|
23,902
|
|
|
21,872
|
|
|
17,444
|
|
|||||
Total operating expenses
|
173,485
|
|
|
145,286
|
|
|
132,895
|
|
|
119,403
|
|
|
92,411
|
|
|||||
Income from operations
|
146,746
|
|
|
80,259
|
|
|
27,158
|
|
|
46,014
|
|
|
58,693
|
|
|||||
Interest and other income, net
|
115
|
|
|
92
|
|
|
48
|
|
|
54
|
|
|
66
|
|
|||||
Interest expense
|
(965
|
)
|
|
(757
|
)
|
|
(610
|
)
|
|
(717
|
)
|
|
(686
|
)
|
|||||
Income before income tax provision
|
145,896
|
|
|
79,594
|
|
|
26,596
|
|
|
45,351
|
|
|
58,073
|
|
|||||
Income tax provision
|
44,033
|
|
|
25,437
|
|
|
5,317
|
|
|
15,498
|
|
|
17,860
|
|
|||||
Net income
|
$
|
101,863
|
|
|
$
|
54,157
|
|
|
$
|
21,279
|
|
|
$
|
29,853
|
|
|
$
|
40,213
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
2.19
|
|
|
$
|
1.24
|
|
|
$
|
0.50
|
|
|
$
|
0.72
|
|
|
$
|
1.04
|
|
Diluted
|
$
|
2.03
|
|
|
$
|
1.16
|
|
|
$
|
0.48
|
|
|
$
|
0.67
|
|
|
$
|
0.93
|
|
Shares used in per share calculation:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
46,434
|
|
|
43,599
|
|
|
41,992
|
|
|
40,890
|
|
|
38,132
|
|
|||||
Diluted
|
50,094
|
|
|
46,512
|
|
|
43,907
|
|
|
44,152
|
|
|
42,396
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Stock-based compensation:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales
|
$
|
901
|
|
|
$
|
941
|
|
|
$
|
953
|
|
|
$
|
783
|
|
|
$
|
812
|
|
Research and development
|
8,643
|
|
|
6,783
|
|
|
6,527
|
|
|
5,542
|
|
|
4,077
|
|
|||||
Sales and marketing
|
1,553
|
|
|
1,260
|
|
|
1,541
|
|
|
1,469
|
|
|
1,077
|
|
|||||
General and administrative
|
2,602
|
|
|
2,078
|
|
|
2,340
|
|
|
2,458
|
|
|
2,090
|
|
|||||
Total stock-based compensation
|
$
|
13,699
|
|
|
$
|
11,062
|
|
|
$
|
11,361
|
|
|
$
|
10,252
|
|
|
$
|
8,056
|
|
|
As of June 30,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
95,442
|
|
|
$
|
96,872
|
|
|
$
|
93,038
|
|
|
$
|
80,826
|
|
|
$
|
69,943
|
|
Working capital
|
460,308
|
|
|
343,195
|
|
|
281,528
|
|
|
261,404
|
|
|
228,975
|
|
|||||
Total assets
|
1,089,809
|
|
|
796,325
|
|
|
632,257
|
|
|
589,103
|
|
|
464,620
|
|
|||||
Long-term obligations, net of current portion(1)
|
16,617
|
|
|
16,208
|
|
|
16,869
|
|
|
30,244
|
|
|
36,716
|
|
|||||
Total stockholders’ equity
|
619,085
|
|
|
469,231
|
|
|
373,724
|
|
|
338,351
|
|
|
287,257
|
|
(1)
|
$0.9 million
,
$3.7 million
,
$6.5 million
,
$9.3 million
and
$27.6 million
of our long-term obligations, net of current portion consisted of building loans at
June 30, 2015
,
2014
,
2013
,
2012
and 2011, respectively.
|
•
|
Net cash provided by (used in) operating activities was
$(44.6) million
,
$6.5 million
and
$13.6 million
in fiscal year
2015
,
2014
and
2013
, respectively. Our cash and cash equivalents, together with our investments, were
$98.1 million
at the end 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 fiscal year
2015
was primarily due to
$44.6 million
of cash used in our operating activities and $35.1 million of purchases of property and equipment, of which $21.8 million was related to the development and construction of improvements on our first manufacturing building at our Green Computing Park in San Jose, California, which was completed in August 2015 and $4.8 million was related to the implementation of a new ERP system for the U.S. headquarters, which was completed in July 2015. The increase was partially offset by $23.3 million of proceeds from the exercise of stock options and $48.9 million of borrowings, net of repayments.
|
•
|
Days sales outstanding in accounts receivable (“DSO”) at the end of fiscal year
2015
was
48
days, compared with
44
days at the end of fiscal year
2014
. The increase in our DSO was primarily due to an increase in sales late in the quarter.
|
•
|
Our inventory balance was
$463.5 million
at the end of fiscal year
2015
, compared with
$315.8 million
at the end of fiscal year
2014
. Days sales of inventory (“DSI”) at the end of fiscal year
2015
was
84
days, compared with
83
days at the end of fiscal year
2014
. The increase in our inventory was to support our anticipated level of growth in net sales in fiscal year 2016.
|
•
|
Our purchase commitments with contract manufacturers and suppliers were
$378.3 million
at the end of fiscal year
2015
and
$211.1 million
at the end of fiscal year
2014
. Included in the above non-cancellable commitments are hard disk drive purchase commitments totaling approximately
$185.7 million
, which have terms expiring through
December 2016
. See Note 12 of Notes to our Consolidated Financial Statements in Item 8 of this Form 10-K for a discussion of purchase commitments.
|
|
Years Ended June 30,
|
|
2015 over 2014 Change
|
|
2014 over 2013 Change
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
Server systems
|
$
|
1,213.6
|
|
|
$
|
740.8
|
|
|
$
|
501.9
|
|
|
$
|
472.8
|
|
|
63.8
|
%
|
|
$
|
238.9
|
|
|
47.6
|
%
|
Percentage of total net sales
|
60.9
|
%
|
|
50.5
|
%
|
|
43.2
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Subsystems and accessories
|
777.5
|
|
|
726.4
|
|
|
660.7
|
|
|
51.1
|
|
|
7.0
|
%
|
|
65.7
|
|
|
9.9
|
%
|
|||||
Percentage of total net sales
|
39.1
|
%
|
|
49.5
|
%
|
|
56.8
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Total net sales
|
$
|
1,991.2
|
|
|
$
|
1,467.2
|
|
|
$
|
1,162.6
|
|
|
$
|
524.0
|
|
|
35.7
|
%
|
|
$
|
304.6
|
|
|
26.2
|
%
|
|
Years Ended June 30,
|
|
2015 over 2014 Change
|
|
2014 over 2013 Change
|
|||||||||
|
2015
|
|
2014
|
|
2013
|
|
%
|
|
%
|
|||||
Distributors
|
50.3
|
%
|
|
54.1
|
%
|
|
56.3
|
%
|
|
(3.8
|
)%
|
|
(2.2
|
)%
|
OEMs and end customers
|
49.7
|
%
|
|
45.9
|
%
|
|
43.7
|
%
|
|
3.8
|
%
|
|
2.2
|
%
|
Total net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
Years Ended June 30,
|
|
2015 over 2014 Change
|
|
2014 over 2013 Change
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
Total cost of sales
|
$
|
1,670.9
|
|
|
$
|
1,241.7
|
|
|
$
|
1,002.5
|
|
|
$
|
429.3
|
|
|
34.6
|
%
|
|
$
|
239.1
|
|
|
23.9
|
%
|
Total gross profit
|
320.2
|
|
|
225.5
|
|
|
160.1
|
|
|
$
|
94.7
|
|
|
42.0
|
%
|
|
$
|
65.5
|
|
|
40.9
|
%
|
|||
Total gross margin
|
16.1
|
%
|
|
15.4
|
%
|
|
13.8
|
%
|
|
|
|
0.7
|
%
|
|
|
|
|
1.6
|
%
|
|
Years Ended June 30,
|
|
2015 over 2014 Change
|
|
2014 over 2013 Change
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
Research and development
|
$
|
100.3
|
|
|
$
|
84.3
|
|
|
$
|
75.2
|
|
|
$
|
16.0
|
|
|
19.0
|
%
|
|
$
|
9.0
|
|
|
12.0
|
%
|
Percentage of total net sales
|
5.0
|
%
|
|
5.7
|
%
|
|
6.5
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Sales and marketing
|
48.9
|
|
|
38.0
|
|
|
33.8
|
|
|
10.8
|
|
|
28.5
|
%
|
|
4.2
|
|
|
12.5
|
%
|
|||||
Percentage of total net sales
|
2.5
|
%
|
|
2.6
|
%
|
|
2.9
|
%
|
|
|
|
|
|
|
|
|
|||||||||
General and administrative
|
24.4
|
|
|
23.0
|
|
|
23.9
|
|
|
1.4
|
|
|
5.9
|
%
|
|
(0.9
|
)
|
|
(3.7
|
)%
|
|||||
Percentage of total net sales
|
1.2
|
%
|
|
1.6
|
%
|
|
2.1
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses
|
173.5
|
|
|
$
|
145.3
|
|
|
$
|
132.9
|
|
|
$
|
28.2
|
|
|
19.4
|
%
|
|
$
|
12.4
|
|
|
9.3
|
%
|
|
Percentage of total net sales
|
8.7
|
%
|
|
9.9
|
%
|
|
11.5
|
%
|
|
|
|
|
|
|
|
|
|
Years Ended June 30,
|
|
2015 over 2014 Change
|
|
2014 over 2013 Change
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
Interest and other income, net
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
25.0
|
%
|
|
$
|
—
|
|
|
91.7
|
%
|
Interest expense
|
(1.0
|
)
|
|
(0.8
|
)
|
|
(0.6
|
)
|
|
(0.2
|
)
|
|
27.5
|
%
|
|
(0.1
|
)
|
|
24.1
|
%
|
|||||
Interest and other expense, net
|
$
|
(0.9
|
)
|
|
$
|
(0.7
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
0.2
|
|
|
27.8
|
%
|
|
$
|
0.1
|
|
|
18.3
|
%
|
|
Years Ended June 30,
|
|
2015 over 2014 Change
|
|
2014 over 2013 Change
|
||||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
$
|
|
%
|
|
$
|
|
%
|
||||||||||||
Provision for Income Taxes
|
$
|
44.0
|
|
|
$
|
25.4
|
|
|
$
|
5.3
|
|
|
$
|
18.6
|
|
|
73.1
|
%
|
|
$
|
20.1
|
|
|
378.4
|
%
|
Percentage of total net sales
|
2.2
|
%
|
|
1.7
|
%
|
|
0.4
|
%
|
|
|
|
|
|
|
|
|
|||||||||
Effective tax rate
|
30.2
|
%
|
|
32.0
|
%
|
|
20.0
|
%
|
|
|
|
|
|
|
|
|
|
•
|
|
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
|
$
|
4,344
|
|
|
$
|
6,187
|
|
|
$
|
5,775
|
|
|
$
|
3,545
|
|
|
$
|
19,851
|
|
Capital leases, including interest
|
200
|
|
|
361
|
|
|
155
|
|
|
—
|
|
|
716
|
|
|||||
Debt, including interest (1)
|
93,479
|
|
|
933
|
|
|
—
|
|
|
—
|
|
|
94,412
|
|
|||||
Purchase commitments (2)
|
307,041
|
|
|
71,300
|
|
|
—
|
|
|
—
|
|
|
378,341
|
|
|||||
Total (3)
|
$
|
405,064
|
|
|
$
|
78,781
|
|
|
$
|
5,930
|
|
|
$
|
3,545
|
|
|
$
|
493,320
|
|
(1)
|
Amount reflects total anticipated cash payments, including anticipated interest payments based on the interest rate at
June 30, 2015
.
|
(2)
|
Amount reflects total gross purchase commitments under our manufacturing arrangements with third-party contract manufacturers or vendors. Our purchase obligations included
$185.7 million
of hard disk drive purchase commitments at
June 30, 2015
, which will be paid through
December 2016
. See Note 12 of Notes to our Consolidated Financial Statements in Item 8 of this Form 10-K for a discussion of purchase commitments.
|
(3)
|
The table above excludes liabilities for deferred revenue of
$8.4 million
and unrecognized tax benefits and related interest and penalties accrual of
$10.2 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. See Note 11 of Notes to our Consolidated Financial Statements in Item 8 of this Form 10-K for a discussion of income taxes.
|
|
Page
|
|
June 30,
|
|
June 30,
|
||||
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
95,442
|
|
|
$
|
96,872
|
|
Accounts receivable, net of allowances of $1,628 and $1,922 at June 30, 2015 and 2014, respectively (including amounts receivable from a related party of $13,186 and $621 at June 30, 2015 and 2014, respectively)
|
322,594
|
|
|
212,738
|
|
||
Inventory
|
463,493
|
|
|
315,837
|
|
||
Deferred income taxes-current
|
17,863
|
|
|
16,842
|
|
||
Prepaid income taxes
|
7,507
|
|
|
5,555
|
|
||
Prepaid expenses and other current assets
|
7,516
|
|
|
6,237
|
|
||
Total current assets
|
914,415
|
|
|
654,081
|
|
||
Long-term investments
|
2,633
|
|
|
2,647
|
|
||
Property, plant and equipment, net
|
163,038
|
|
|
130,589
|
|
||
Deferred income taxes-noncurrent
|
4,497
|
|
|
6,154
|
|
||
Other assets
|
5,226
|
|
|
2,854
|
|
||
Total assets
|
$
|
1,089,809
|
|
|
$
|
796,325
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable (including amounts due to a related party of $59,015 and $48,969 at June 30, 2015 and 2014, respectively)
|
$
|
299,774
|
|
|
$
|
219,354
|
|
Accrued liabilities
|
46,743
|
|
|
37,564
|
|
||
Income taxes payable
|
14,111
|
|
|
11,414
|
|
||
Short-term debt and current portion of long-term debt
|
93,479
|
|
|
42,554
|
|
||
Total current liabilities
|
454,107
|
|
|
310,886
|
|
||
Long-term debt-net of current portion
|
933
|
|
|
3,733
|
|
||
Other long-term liabilities
|
15,684
|
|
|
12,475
|
|
||
Total liabilities
|
470,724
|
|
|
327,094
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock and additional paid-in capital, $0.001 par value
|
|
|
|
||||
Authorized shares: 100,000,000
|
|
|
|
||||
Issued shares: 47,873,744 and 45,739,936 at June 30, 2015 and 2014, respectively
|
247,081
|
|
|
199,062
|
|
||
Treasury stock (at cost), 445,028 shares at June 30, 2015 and 2014
|
(2,030
|
)
|
|
(2,030
|
)
|
||
Accumulated other comprehensive loss
|
(80
|
)
|
|
(63
|
)
|
||
Retained earnings
|
373,950
|
|
|
272,087
|
|
||
Total Super Micro Computer, Inc. stockholders’ equity
|
618,921
|
|
|
469,056
|
|
||
Noncontrolling interest
|
164
|
|
|
175
|
|
||
Total stockholders’ equity
|
619,085
|
|
|
469,231
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,089,809
|
|
|
$
|
796,325
|
|
|
Years Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales (including related party sales of $58,013, $14,576 and $13,805 in fiscal years 2015, 2014 and 2013, respectively)
|
$
|
1,991,155
|
|
|
$
|
1,467,202
|
|
|
$
|
1,162,561
|
|
Cost of sales (including related party purchases of $227,562, $201,848 and $179,735 in fiscal years 2015, 2014 and 2013, respectively)
|
1,670,924
|
|
|
1,241,657
|
|
|
1,002,508
|
|
|||
Gross profit
|
320,231
|
|
|
225,545
|
|
|
160,053
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Research and development
|
100,257
|
|
|
84,257
|
|
|
75,208
|
|
|||
Sales and marketing
|
48,851
|
|
|
38,012
|
|
|
33,785
|
|
|||
General and administrative
|
24,377
|
|
|
23,017
|
|
|
23,902
|
|
|||
Total operating expenses
|
173,485
|
|
|
145,286
|
|
|
132,895
|
|
|||
Income from operations
|
146,746
|
|
|
80,259
|
|
|
27,158
|
|
|||
Interest and other income, net
|
115
|
|
|
92
|
|
|
48
|
|
|||
Interest expense
|
(965
|
)
|
|
(757
|
)
|
|
(610
|
)
|
|||
Income before income tax provision
|
145,896
|
|
|
79,594
|
|
|
26,596
|
|
|||
Income tax provision
|
44,033
|
|
|
25,437
|
|
|
5,317
|
|
|||
Net income
|
$
|
101,863
|
|
|
$
|
54,157
|
|
|
$
|
21,279
|
|
Net income per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.19
|
|
|
$
|
1.24
|
|
|
$
|
0.50
|
|
Diluted
|
$
|
2.03
|
|
|
$
|
1.16
|
|
|
$
|
0.48
|
|
Weighted-average shares used in calculation of net income per common share:
|
|
|
|
|
|
||||||
Basic
|
46,434
|
|
|
43,599
|
|
|
41,992
|
|
|||
Diluted
|
50,094
|
|
|
46,512
|
|
|
43,907
|
|
|
Years Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net income
|
$
|
101,863
|
|
|
$
|
54,157
|
|
|
$
|
21,279
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
||||||
Foreign currency translation loss
|
(9
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Unrealized gains (loss) on investments
|
(8
|
)
|
|
6
|
|
|
8
|
|
|||
Total other comprehensive income (loss)
|
(17
|
)
|
|
6
|
|
|
7
|
|
|||
Comprehensive income
|
$
|
101,846
|
|
|
$
|
54,163
|
|
|
$
|
21,286
|
|
|
Common Stock and
Additional Paid-In
Capital
|
|
Treasury Stock
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Retained
Earnings
|
|
Non-controlling Interest
|
|
Total
Stockholders’
Equity
|
||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance at June 30, 2012
|
42,034,416
|
|
|
$
|
143,806
|
|
|
(445,028
|
)
|
|
$
|
(2,030
|
)
|
|
$
|
(76
|
)
|
|
$
|
196,651
|
|
|
$
|
—
|
|
|
$
|
338,351
|
|
Exercise of stock options
|
612,034
|
|
|
1,845
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,845
|
|
||||||
Issuance of restricted stock awards, net of taxes
|
98,050
|
|
|
(1,034
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,034
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
11,361
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,361
|
|
||||||
Tax benefit resulting from stock option transactions
|
—
|
|
|
1,734
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,734
|
|
||||||
Unrealized gains on investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||||
Translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||||
Investment in noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
168
|
|
|
168
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,279
|
|
|
13
|
|
|
21,292
|
|
||||||
Balance at June 30, 2013
|
42,744,500
|
|
|
157,712
|
|
|
(445,028
|
)
|
|
(2,030
|
)
|
|
(69
|
)
|
|
217,930
|
|
|
181
|
|
|
373,724
|
|
||||||
Exercise of stock options
|
2,863,878
|
|
|
23,928
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,928
|
|
||||||
Issuance of restricted stock awards, net of taxes
|
131,558
|
|
|
(681
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(681
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
11,062
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,062
|
|
||||||
Tax benefit resulting from stock option transactions
|
—
|
|
|
7,041
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,041
|
|
||||||
Unrealized gains on investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54,157
|
|
|
(6
|
)
|
|
54,151
|
|
||||||
Balance at June 30, 2014
|
45,739,936
|
|
|
199,062
|
|
|
(445,028
|
)
|
|
(2,030
|
)
|
|
(63
|
)
|
|
272,087
|
|
|
175
|
|
|
469,231
|
|
||||||
Exercise of stock options
|
2,124,401
|
|
|
23,338
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,338
|
|
||||||
Issuance of restricted stock units, net of taxes
|
9,407
|
|
|
(175
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(175
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
13,699
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,699
|
|
||||||
Tax benefit resulting from stock option and restricted stock unit transactions
|
—
|
|
|
11,157
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,157
|
|
||||||
Unrealized loss on investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
||||||
Translation adjustments
|
|
|
|
|
|
|
|
|
(9
|
)
|
|
|
|
|
|
(9
|
)
|
||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
101,863
|
|
|
(11
|
)
|
|
101,852
|
|
||||||
Balance at June 30, 2015
|
47,873,744
|
|
|
$
|
247,081
|
|
|
(445,028
|
)
|
|
$
|
(2,030
|
)
|
|
$
|
(80
|
)
|
|
$
|
373,950
|
|
|
$
|
164
|
|
|
$
|
619,085
|
|
|
Years Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
OPERATING ACTIVITIES:
|
|
|
|
|
|
||||||
Net income
|
$
|
101,863
|
|
|
$
|
54,157
|
|
|
$
|
21,279
|
|
Reconciliation of net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
8,133
|
|
|
6,364
|
|
|
7,835
|
|
|||
Stock-based compensation expense
|
13,699
|
|
|
11,062
|
|
|
11,361
|
|
|||
Excess tax benefits from stock-based compensation
|
(8,089
|
)
|
|
(2,992
|
)
|
|
(865
|
)
|
|||
Allowance for doubtful accounts
|
326
|
|
|
1,476
|
|
|
929
|
|
|||
Provision for inventory
|
5,928
|
|
|
2,254
|
|
|
9,725
|
|
|||
Exchange gain
|
(675
|
)
|
|
(96
|
)
|
|
(153
|
)
|
|||
Deferred income taxes
|
632
|
|
|
65
|
|
|
(7,010
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net (including changes in related party balances of $(12,565), $353 and $62 in fiscal years 2015, 2014, 2013, respectively)
|
(110,182
|
)
|
|
(64,874
|
)
|
|
(48,255
|
)
|
|||
Inventory
|
(153,584
|
)
|
|
(63,921
|
)
|
|
12,704
|
|
|||
Prepaid expenses and other assets
|
(2,741
|
)
|
|
618
|
|
|
(67
|
)
|
|||
Accounts payable (including changes in related party balances of $10,046, $(1,479) and $(1,022) in fiscal years 2015, 2014 and 2013, respectively)
|
75,520
|
|
|
46,298
|
|
|
(2,208
|
)
|
|||
Income taxes payable, net
|
11,951
|
|
|
10,880
|
|
|
4,490
|
|
|||
Accrued liabilities
|
9,551
|
|
|
3,293
|
|
|
4,384
|
|
|||
Other long-term liabilities
|
3,032
|
|
|
1,954
|
|
|
(566
|
)
|
|||
Net cash provided by (used in) operating activities
|
(44,636
|
)
|
|
6,538
|
|
|
13,583
|
|
|||
INVESTING ACTIVITIES:
|
|
|
|
|
|
||||||
Restricted cash
|
(416
|
)
|
|
406
|
|
|
(412
|
)
|
|||
Proceeds from investments
|
—
|
|
|
—
|
|
|
300
|
|
|||
Purchases of property, plant and equipment
|
(35,100
|
)
|
|
(40,567
|
)
|
|
(5,001
|
)
|
|||
Investment in a privately held company
|
(661
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used in investing activities
|
(36,177
|
)
|
|
(40,161
|
)
|
|
(5,113
|
)
|
|||
FINANCING ACTIVITIES:
|
|
|
|
|
|
||||||
Proceeds from exercise of stock options
|
23,338
|
|
|
23,928
|
|
|
1,845
|
|
|||
Minimum tax withholding paid on behalf of employees for restricted stock awards
|
(175
|
)
|
|
(681
|
)
|
|
(1,034
|
)
|
|||
Excess tax benefits from stock-based compensation
|
8,089
|
|
|
2,992
|
|
|
865
|
|
|||
Proceeds from debt
|
84,900
|
|
|
17,354
|
|
|
20,641
|
|
|||
Repayment of debt
|
(36,000
|
)
|
|
(6,320
|
)
|
|
(18,073
|
)
|
|||
Payment of obligations under capital leases
|
(134
|
)
|
|
(47
|
)
|
|
(40
|
)
|
|||
Contributions from noncontrolling interests
|
—
|
|
|
—
|
|
|
168
|
|
|||
Advances (payments) under receivable financing arrangements
|
33
|
|
|
(4
|
)
|
|
(610
|
)
|
|||
Net cash provided by financing activities
|
80,051
|
|
|
37,222
|
|
|
3,762
|
|
|||
Effect of exchange rate fluctuations on cash
|
(668
|
)
|
|
235
|
|
|
(20
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(1,430
|
)
|
|
3,834
|
|
|
12,212
|
|
|||
Cash and cash equivalents at beginning of year
|
96,872
|
|
|
93,038
|
|
|
80,826
|
|
|||
Cash and cash equivalents at end of year
|
$
|
95,442
|
|
|
$
|
96,872
|
|
|
$
|
93,038
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
933
|
|
|
$
|
757
|
|
|
$
|
718
|
|
Cash paid for taxes, net of refunds
|
$
|
30,671
|
|
|
$
|
13,096
|
|
|
$
|
8,074
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Equipment purchased under capital leases
|
$
|
442
|
|
|
$
|
283
|
|
|
$
|
85
|
|
Accrued costs for property, plant and equipment purchases
|
$
|
6,826
|
|
|
$
|
2,021
|
|
|
$
|
1,871
|
|
•
|
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.
|
Machinery and equipment
|
3 to 7 years
|
Furniture and fixtures
|
5 years
|
Software
|
3 to 5 years
|
Buildings
|
39 years
|
Building improvements
|
20 years
|
Land improvements
|
15 years
|
Leasehold improvements
|
shorter of lease term or estimated useful life
|
|
June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Balance, beginning of year
|
$
|
7,083
|
|
|
$
|
6,472
|
|
|
$
|
5,522
|
|
Provision for warranty
|
15,771
|
|
|
14,175
|
|
|
13,438
|
|
|||
Costs charged to accrual
|
(14,950
|
)
|
|
(13,950
|
)
|
|
(12,487
|
)
|
|||
Change in estimated liability for pre-existing warranties
|
(204
|
)
|
|
386
|
|
|
(1
|
)
|
|||
Balance, end of year
|
$
|
7,700
|
|
|
$
|
7,083
|
|
|
$
|
6,472
|
|
|
Years Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Basic net income per common share calculation
|
|
|
|
|
|
||||||
Net income
|
$
|
101,863
|
|
|
$
|
54,157
|
|
|
$
|
21,279
|
|
Less: Undistributed earnings allocated to participating securities
|
—
|
|
|
(36
|
)
|
|
(106
|
)
|
|||
Net income attributable to common shares—basic
|
$
|
101,863
|
|
|
$
|
54,121
|
|
|
$
|
21,173
|
|
Weighted-average number of common shares used to compute basic net income per common share
|
46,434
|
|
|
43,599
|
|
|
41,992
|
|
|||
Basic net income per common share
|
$
|
2.19
|
|
|
$
|
1.24
|
|
|
$
|
0.50
|
|
Diluted net income per common share calculation
|
|
|
|
|
|
||||||
Net income
|
$
|
101,863
|
|
|
$
|
54,157
|
|
|
$
|
21,279
|
|
Less: Undistributed earnings allocated to participating securities
|
—
|
|
|
(34
|
)
|
|
(101
|
)
|
|||
Net income attributable to common shares—diluted
|
$
|
101,863
|
|
|
$
|
54,123
|
|
|
$
|
21,178
|
|
Weighted-average number of common shares used to compute basic net income per common share
|
46,434
|
|
|
43,599
|
|
|
41,992
|
|
|||
Dilutive effect of options and restricted stock units to purchase common stock
|
3,660
|
|
|
2,913
|
|
|
1,915
|
|
|||
Weighted-average number of common shares used to compute diluted net income per common share
|
50,094
|
|
|
46,512
|
|
|
43,907
|
|
|||
Diluted net income per common share
|
$
|
2.03
|
|
|
$
|
1.16
|
|
|
$
|
0.48
|
|
June 30, 2015
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Asset at
Fair Value
|
||||||||
Money market funds
|
$
|
310
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
310
|
|
Auction rate securities
|
—
|
|
|
—
|
|
|
2,633
|
|
|
2,633
|
|
||||
Total
|
$
|
310
|
|
|
$
|
—
|
|
|
$
|
2,633
|
|
|
$
|
2,943
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
|
June 30,
|
||||||
|
2015
|
|
2014
|
||||
Balance as of beginning of year
|
$
|
2,647
|
|
|
$
|
2,637
|
|
Total realized gains or (losses) included in net income
|
—
|
|
|
—
|
|
||
Total unrealized gains or (losses) included in other comprehensive income
|
(14
|
)
|
|
10
|
|
||
Sales and settlements at par
|
—
|
|
|
—
|
|
||
Transfers in and/or out of Level 3
|
—
|
|
|
—
|
|
||
Balance as of end of year
|
$
|
2,633
|
|
|
$
|
2,647
|
|
|
June 30, 2015
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Holding
Gains
|
|
Gross
Unrealized
Holding
Losses
|
|
Fair Value
|
||||||||
Auction rate securities
|
$
|
2,750
|
|
|
$
|
—
|
|
|
$
|
(117
|
)
|
|
$
|
2,633
|
|
|
|
|
|
|
|
|
|
||||||||
|
June 30, 2014
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Holding
Gains
|
|
Gross
Unrealized
Holding
Losses
|
|
Fair Value
|
||||||||
Auction rate securities
|
$
|
2,750
|
|
|
$
|
—
|
|
|
$
|
(103
|
)
|
|
$
|
2,647
|
|
|
Beginning
Balance
|
|
Charged to
Cost and
Expenses
|
|
Deductions
|
|
Ending
Balance
|
||||||||
Allowance for doubtful accounts:
|
|
|
|
|
|
|
|
||||||||
Year ended June 30, 2015
|
$
|
1,474
|
|
|
$
|
326
|
|
|
$
|
(602
|
)
|
|
$
|
1,198
|
|
Year ended June 30, 2014
|
1,562
|
|
|
1,476
|
|
|
(1,564
|
)
|
|
1,474
|
|
||||
Year ended June 30, 2013
|
777
|
|
|
929
|
|
|
(144
|
)
|
|
1,562
|
|
||||
Allowance for sales returns
|
|
|
|
|
|
|
|
||||||||
Year ended June 30, 2015
|
$
|
448
|
|
|
$
|
9,383
|
|
|
$
|
(9,401
|
)
|
|
$
|
430
|
|
Year ended June 30, 2014
|
404
|
|
|
8,985
|
|
|
(8,941
|
)
|
|
448
|
|
||||
Year ended June 30, 2013
|
329
|
|
|
7,463
|
|
|
(7,388
|
)
|
|
404
|
|
|
June 30,
|
||||||
|
2015
|
|
2014
|
||||
Finished goods
|
$
|
384,647
|
|
|
$
|
246,803
|
|
Work in process
|
23,214
|
|
|
18,794
|
|
||
Purchased parts and raw materials
|
55,632
|
|
|
50,240
|
|
||
Total inventory
|
$
|
463,493
|
|
|
$
|
315,837
|
|
|
June 30,
|
||||||
|
2015
|
|
2014
|
||||
Land
|
$
|
63,962
|
|
|
$
|
63,962
|
|
Buildings
|
51,959
|
|
|
51,959
|
|
||
Building and leasehold improvements
|
8,323
|
|
|
7,683
|
|
||
Buildings construction in progress (1)
|
25,572
|
|
|
587
|
|
||
Machinery and equipment
|
40,689
|
|
|
34,342
|
|
||
Furniture and fixtures
|
7,421
|
|
|
5,892
|
|
||
Purchased software
|
3,343
|
|
|
3,606
|
|
||
Purchased software construction in progress (2)
|
8,567
|
|
|
2,548
|
|
||
|
209,836
|
|
|
170,579
|
|
||
Accumulated depreciation and amortization
|
(46,798
|
)
|
|
(39,990
|
)
|
||
Property, plant and equipment, net
|
$
|
163,038
|
|
|
$
|
130,589
|
|
|
June 30,
|
||||||
|
2015
|
|
2014
|
||||
Accrued payroll and related expenses
|
$
|
15,141
|
|
|
$
|
11,624
|
|
Customer deposits
|
6,314
|
|
|
4,185
|
|
||
Accrued warranty costs
|
7,700
|
|
|
7,083
|
|
||
Accrued cooperative marketing expenses
|
5,690
|
|
|
4,387
|
|
||
Deferred service revenue
|
4,085
|
|
|
2,463
|
|
||
Others
|
7,813
|
|
|
7,822
|
|
||
Total accrued liabilities
|
$
|
46,743
|
|
|
$
|
37,564
|
|
|
June 30,
|
||||||
|
2015
|
|
2014
|
||||
Line of credit:
|
|
|
|
||||
Bank of America
|
$
|
59,699
|
|
|
$
|
17,699
|
|
CTBC Bank
|
9,700
|
|
|
—
|
|
||
Total line of credit
|
69,399
|
|
|
17,699
|
|
||
Building term loans:
|
|
|
|
||||
Bank of America
|
3,733
|
|
|
6,533
|
|
||
CTBC Bank
|
21,280
|
|
|
22,055
|
|
||
Total building term loans
|
25,013
|
|
|
28,588
|
|
||
Total debt
|
94,412
|
|
|
46,287
|
|
||
Current portion
|
(93,479
|
)
|
|
(42,554
|
)
|
||
Long-term portion
|
$
|
933
|
|
|
$
|
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.
|
Fiscal Years Ending June 30,
|
|
||
2016
|
$
|
93,479
|
|
2017
|
933
|
|
|
2018
|
—
|
|
|
2019
|
—
|
|
|
2020
|
—
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
94,412
|
|
|
Years Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Risk-free interest rate
|
1.35% - 1.76%
|
|
|
1.53% - 1.90%
|
|
|
0.65% - 0.90%
|
|
|||
Expected life
|
5.40 - 5.44 years
|
|
|
5.49 - 5.58 years
|
|
|
5.03 - 5.15 years
|
|
|||
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Volatility
|
46.93% - 49.31%
|
|
|
43.48% - 50.07%
|
|
|
51.27% - 51.76%
|
|
|||
Weighted-average fair value
|
$
|
12.72
|
|
|
$
|
7.23
|
|
|
$
|
4.53
|
|
|
Years Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Cost of sales
|
$
|
901
|
|
|
$
|
941
|
|
|
$
|
953
|
|
Research and development
|
8,643
|
|
|
6,783
|
|
|
6,527
|
|
|||
Sales and marketing
|
1,553
|
|
|
1,260
|
|
|
1,541
|
|
|||
General and administrative
|
2,602
|
|
|
2,078
|
|
|
2,340
|
|
|||
Stock-based compensation expense before taxes
|
13,699
|
|
|
11,062
|
|
|
11,361
|
|
|||
Income tax impact
|
(3,791
|
)
|
|
(2,426
|
)
|
|
(548
|
)
|
|||
Stock-based compensation expense, net
|
$
|
9,908
|
|
|
$
|
8,636
|
|
|
$
|
10,813
|
|
|
|
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, 2012 (7,410,152 shares exercisable at weighted average exercise price of $8.25 per share)
|
|
11,302,228
|
|
|
$
|
10.36
|
|
|
|
|
|
||
Granted (weighted average fair value of $4.53)
|
|
1,952,270
|
|
|
11.83
|
|
|
|
|
|
|||
Exercised
|
|
(612,034
|
)
|
|
3.01
|
|
|
|
|
|
|||
Forfeited
|
|
(436,286
|
)
|
|
14.01
|
|
|
|
|
|
|||
Balance as of June 30, 2013 (8,731,818 shares exercisable at weighted average exercise price of $9.66 per share)
|
|
12,206,178
|
|
|
10.83
|
|
|
|
|
|
|||
Granted (weighted average fair value of $7.23)
|
|
1,808,006
|
|
|
15.87
|
|
|
|
|
|
|||
Exercised
|
|
(2,863,878
|
)
|
|
8.36
|
|
|
|
|
|
|||
Forfeited
|
|
(244,704
|
)
|
|
14.25
|
|
|
|
|
|
|||
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 (weighted average fair value of $12.72)
|
|
1,093,920
|
|
|
28.28
|
|
|
|
|
|
|||
Exercised
|
|
(2,124,401
|
)
|
|
10.99
|
|
|
|
|
|
|||
Forfeited
|
|
(172,278
|
)
|
|
18.68
|
|
|
|
|
|
|||
Balance as of June 30, 2015
|
|
9,702,843
|
|
|
$
|
14.21
|
|
|
5.93
|
|
$
|
150,746
|
|
Options vested and expected to vest at June 30, 2015
|
|
9,531,602
|
|
|
$
|
14.04
|
|
|
5.87
|
|
$
|
149,539
|
|
Options vested and exercisable at June 30, 2015
|
|
7,208,475
|
|
|
$
|
12.24
|
|
|
5.04
|
|
$
|
124,991
|
|
|
|
Options Outstanding
|
|
Options Vested and Exercisable
|
||||||||||||
Range of
Exercise Prices
|
|
Number
Outstanding
|
|
Weighted-
Average
Remaining
Contractual
Term (Years)
|
|
Weighted-
Average
Exercise
Price Per
Share
|
|
Number
Exercisable
|
|
Weighted-
Average
Exercise
Price Per
Share
|
||||||
$3.25 - 7.46
|
|
1,014,562
|
|
|
3.14
|
|
$
|
5.79
|
|
|
1,014,562
|
|
|
$
|
5.79
|
|
7.91 - 9.24
|
|
1,193,314
|
|
|
4.10
|
|
8.51
|
|
|
1,083,090
|
|
|
8.44
|
|
||
9.72 - 10.66
|
|
1,363,849
|
|
|
4.81
|
|
10.38
|
|
|
1,157,004
|
|
|
10.44
|
|
||
10.68 - 12.50
|
|
1,027,794
|
|
|
6.35
|
|
11.79
|
|
|
802,857
|
|
|
11.72
|
|
||
12.68 - 13.89
|
|
1,006,396
|
|
|
4.39
|
|
13.51
|
|
|
1,003,144
|
|
|
13.51
|
|
||
14.23 - 15.22
|
|
975,057
|
|
|
7.40
|
|
14.68
|
|
|
628,936
|
|
|
14.89
|
|
||
15.54 - 17.96
|
|
986,861
|
|
|
7.34
|
|
17.46
|
|
|
643,547
|
|
|
17.32
|
|
||
18.59 - 20.70
|
|
1,113,157
|
|
|
7.14
|
|
19.19
|
|
|
737,161
|
|
|
19.12
|
|
||
21.86 - 37.06
|
|
986,353
|
|
|
9.30
|
|
28.10
|
|
|
138,174
|
|
|
25.88
|
|
||
39.19
|
|
35,500
|
|
|
9.62
|
|
39.19
|
|
|
—
|
|
|
—
|
|
||
$3.25 - $39.19
|
|
9,702,843
|
|
|
5.93
|
|
$
|
14.21
|
|
|
7,208,475
|
|
|
$
|
12.24
|
|
|
|
Restricted Stock Units
Outstanding
|
|
Weighted
Average
Grant-Date Fair Value per Share
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
|||||
Balance as of June 30, 2014
|
|
—
|
|
|
$
|
—
|
|
|
|
||
Granted
|
|
374,720
|
|
|
$
|
35.82
|
|
|
|
||
Vested
|
|
(14,685
|
)
|
|
$
|
35.23
|
|
|
|
||
Forfeited
|
|
(56,711
|
)
|
|
$
|
34.90
|
|
|
|
||
Balance as of June 30, 2015
|
|
303,324
|
|
|
$
|
36.02
|
|
|
$
|
8,972
|
|
|
Restricted Stock Awards
|
|||||
|
Number
of Shares
|
|
Weighted
Average
Grant Date
Fair Value
Per Share
|
|||
Nonvested stock at June 30, 2012
|
362,782
|
|
|
$
|
10.72
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
(183,141
|
)
|
|
10.79
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Nonvested stock at June 30, 2013
|
179,641
|
|
|
10.66
|
|
|
Granted
|
3,500
|
|
|
14.23
|
|
|
Vested
|
(183,141
|
)
|
|
10.73
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Nonvested stock at June 30, 2014
|
—
|
|
|
—
|
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
—
|
|
|
—
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
Nonvested stock at June 30, 2015
|
—
|
|
|
$
|
—
|
|
|
Years Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
$
|
118,083
|
|
|
$
|
66,152
|
|
|
$
|
14,102
|
|
Foreign
|
27,813
|
|
|
13,442
|
|
|
12,494
|
|
|||
Income before income tax provision
|
$
|
145,896
|
|
|
$
|
79,594
|
|
|
$
|
26,596
|
|
|
Years Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
33,496
|
|
|
$
|
20,102
|
|
|
$
|
7,904
|
|
State
|
1,980
|
|
|
624
|
|
|
684
|
|
|||
Foreign
|
10,960
|
|
|
5,252
|
|
|
3,806
|
|
|||
|
46,436
|
|
|
25,978
|
|
|
12,394
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(1,989
|
)
|
|
122
|
|
|
(5,984
|
)
|
|||
State
|
70
|
|
|
(472
|
)
|
|
(1,093
|
)
|
|||
Foreign
|
(484
|
)
|
|
(191
|
)
|
|
—
|
|
|||
|
(2,403
|
)
|
|
(541
|
)
|
|
(7,077
|
)
|
|||
Income tax provision
|
$
|
44,033
|
|
|
$
|
25,437
|
|
|
$
|
5,317
|
|
|
June 30,
|
||||||
|
2015
|
|
2014
|
||||
Warranty accrual
|
$
|
2,493
|
|
|
$
|
2,459
|
|
Marketing fund accrual
|
1,163
|
|
|
938
|
|
||
Inventory valuation
|
10,158
|
|
|
9,472
|
|
||
Stock-based compensation
|
4,800
|
|
|
4,114
|
|
||
Research and development credit
|
—
|
|
|
1,938
|
|
||
Accrued vacation and bonus
|
1,230
|
|
|
1,296
|
|
||
Payable to foreign subsidiaries
|
1,716
|
|
|
1,922
|
|
||
Other
|
1,428
|
|
|
1,501
|
|
||
Total deferred income tax assets
|
22,988
|
|
|
23,640
|
|
||
Deferred tax liabilities-depreciation and other
|
(628
|
)
|
|
(644
|
)
|
||
Deferred income tax assets-net
|
$
|
22,360
|
|
|
$
|
22,996
|
|
|
|
Years Ended June 30,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
Tax at statutory rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income tax, net of federal tax benefit
|
|
3.0
|
|
|
3.3
|
|
|
3.8
|
|
Foreign tax rate differences
|
|
(3.0
|
)
|
|
(2.5
|
)
|
|
(6.7
|
)
|
Research and development tax credit
|
|
(3.4
|
)
|
|
(4.0
|
)
|
|
(14.4
|
)
|
Qualified production activity deduction
|
|
(1.3
|
)
|
|
(1.8
|
)
|
|
(2.9
|
)
|
Stock based compensation
|
|
2.2
|
|
|
4.5
|
|
|
13.5
|
|
Uncertain tax positions
|
|
(0.7
|
)
|
|
(2.1
|
)
|
|
(11.0
|
)
|
Subpart F income inclusion
|
|
(2.9
|
)
|
|
(3.9
|
)
|
|
(3.8
|
)
|
Foreign withholding tax
|
|
3.0
|
|
|
4.1
|
|
|
5.5
|
|
Federal tax return to provision adjustment
|
|
0.2
|
|
|
(0.7
|
)
|
|
(3.9
|
)
|
Other
|
|
(1.9
|
)
|
|
0.1
|
|
|
4.9
|
|
Effective tax rate
|
|
30.2
|
%
|
|
32.0
|
%
|
|
20.0
|
%
|
|
Gross*
Unrecognized
Income Tax
Benefits
|
||
Balance at June 30, 2012
|
$
|
8,025
|
|
Gross increases:
|
|
||
For current year’s tax positions
|
2,044
|
|
|
For prior years’ tax positions
|
490
|
|
|
Gross decreases:
|
|
||
Settlements and releases due to the lapse of statutes of limitations
|
(2,470
|
)
|
|
For prior year' tax positions
|
—
|
|
|
Balance at June 30, 2013
|
8,089
|
|
|
Gross increases:
|
|
||
For current year’s tax positions
|
3,120
|
|
|
For prior years’ tax positions
|
132
|
|
|
Gross decreases:
|
|
||
Settlements and releases due to the lapse of statutes of limitations
|
(1,726
|
)
|
|
For prior years’ tax positions
|
—
|
|
|
Balance at June 30, 2014
|
9,615
|
|
|
Gross increases:
|
|
||
For current year’s tax positions
|
3,855
|
|
|
For prior years’ tax positions
|
793
|
|
|
Gross decreases:
|
|
||
Settlements and releases due to the lapse of statutes of limitations
|
(971
|
)
|
|
For prior years’ tax positions
|
—
|
|
|
Balance at June 30, 2015
|
$
|
13,292
|
|
*
|
excludes interest, penalties, federal benefit of state reserves
|
|
Balance as of
|
||||||
Year ending:
|
Capital
Leases
|
|
Operating
Leases
|
||||
June 30, 2016
|
$
|
200
|
|
|
$
|
4,344
|
|
June 30, 2017
|
194
|
|
|
3,347
|
|
||
June 30, 2018
|
167
|
|
|
2,840
|
|
||
June 30, 2019
|
128
|
|
|
2,862
|
|
||
June 30, 2020
|
27
|
|
|
2,913
|
|
||
Thereafter
|
—
|
|
|
3,545
|
|
||
Total minimum lease payments
|
716
|
|
|
$
|
19,851
|
|
|
Less: Amounts representing interest
|
76
|
|
|
|
|||
Present value of minimum lease payments
|
640
|
|
|
|
|||
Less: Long-term portion
|
475
|
|
|
|
|||
Current portion
|
$
|
165
|
|
|
|
|
Years Ended June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Net sales:
|
|
|
|
|
|
||||||
United States
|
$
|
1,160,651
|
|
|
$
|
809,250
|
|
|
$
|
629,869
|
|
Europe
|
378,323
|
|
|
316,760
|
|
|
265,635
|
|
|||
Asia
|
326,912
|
|
|
299,403
|
|
|
237,798
|
|
|||
Other
|
125,269
|
|
|
41,789
|
|
|
29,259
|
|
|||
|
$
|
1,991,155
|
|
|
$
|
1,467,202
|
|
|
$
|
1,162,561
|
|
|
June 30,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Long-lived assets:
|
|
|
|
|
|
||||||
United States
|
$
|
124,292
|
|
|
$
|
94,119
|
|
|
$
|
61,976
|
|
Asia
|
37,695
|
|
|
36,123
|
|
|
33,500
|
|
|||
Europe
|
1,051
|
|
|
347
|
|
|
436
|
|
|||
|
$
|
163,038
|
|
|
$
|
130,589
|
|
|
$
|
95,912
|
|
|
Years Ended June 30,
|
|||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||
|
Amount
|
|
Percent of
Net Sales
|
|
Amount
|
|
Percent of
Net Sales
|
|
Amount
|
|
Percent of
Net Sales
|
|||||||||
Server systems
|
$
|
1,213,608
|
|
|
60.9
|
%
|
|
$
|
740,789
|
|
|
50.5
|
%
|
|
$
|
501,868
|
|
|
43.2
|
%
|
Subsystems and accessories
|
777,547
|
|
|
39.1
|
%
|
|
726,413
|
|
|
49.5
|
%
|
|
660,693
|
|
|
56.8
|
%
|
|||
Total
|
$
|
1,991,155
|
|
|
100.0
|
%
|
|
$
|
1,467,202
|
|
|
100.0
|
%
|
|
$
|
1,162,561
|
|
|
100.0
|
%
|
|
Three Months Ended
|
||||||||||||||
|
Sep. 30,
2014 |
|
Dec. 31,
2014 |
|
Mar. 31,
2015 |
|
Jun. 30,
2015 |
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Net sales
|
$
|
443,322
|
|
|
$
|
503,014
|
|
|
$
|
471,225
|
|
|
$
|
573,594
|
|
Gross profit
|
$
|
69,193
|
|
|
$
|
84,452
|
|
|
$
|
76,820
|
|
|
$
|
89,766
|
|
Net income
|
$
|
20,863
|
|
|
$
|
31,242
|
|
|
$
|
23,056
|
|
|
$
|
26,702
|
|
Net income per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.46
|
|
|
$
|
0.68
|
|
|
$
|
0.49
|
|
|
$
|
0.56
|
|
Diluted
|
$
|
0.42
|
|
|
$
|
0.61
|
|
|
$
|
0.44
|
|
|
$
|
0.51
|
|
|
Three Months Ended
|
||||||||||||||
|
Sep. 30,
2013 |
|
Dec. 31,
2013 |
|
Mar. 31,
2014 |
|
Jun. 30,
2014 |
||||||||
|
(In thousands, except per share data)
|
||||||||||||||
Net sales
|
$
|
309,016
|
|
|
$
|
356,362
|
|
|
$
|
373,755
|
|
|
$
|
428,069
|
|
Gross profit
|
$
|
46,792
|
|
|
$
|
55,092
|
|
|
$
|
57,264
|
|
|
$
|
66,397
|
|
Net income
|
$
|
7,699
|
|
|
$
|
13,335
|
|
|
$
|
16,574
|
|
|
$
|
16,549
|
|
Net income per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.18
|
|
|
$
|
0.31
|
|
|
$
|
0.38
|
|
|
$
|
0.37
|
|
Diluted
|
$
|
0.17
|
|
|
$
|
0.30
|
|
|
$
|
0.35
|
|
|
$
|
0.34
|
|
Name
|
|
Age
|
|
Position(s)
|
Charles Liang
|
|
57
|
|
President, Chief Executive Officer and Chairman of the Board
|
Howard Hideshima
|
|
56
|
|
Senior Vice President, Chief Financial Officer
|
Phidias Chou
|
|
57
|
|
Senior Vice President, Worldwide Sales
|
Yih-Shyan (Wally) Liaw
|
|
60
|
|
Senior Vice President of International Sales, Corporate Secretary and Director
|
Chiu-Chu (Sara) Liu Liang
|
|
53
|
|
Senior Vice President of Operations, Treasurer and Director
|
Laura Black(1)(4)
|
|
53
|
|
Director
|
Michael McAndrews(1)(4)
|
|
62
|
|
Director
|
Hwei-Ming (Fred) Tsai(1)(2)(3)(4)
|
|
59
|
|
Director
|
Sherman Tuan(2)(3)(4)
|
|
61
|
|
Director
|
(1)
|
Member of the Audit Committee
|
(2)
|
Member of the Compensation Committee
|
(3)
|
Member of the Nominating and Corporate Governance Committee
|
(4)
|
Determined by the Board of Directors to be “independent” as defined by applicable listing standards of The NASDAQ Stock Market
|
Class I Directors (terms expiring at the 2016 annual meeting)
|
Charles Liang
Sherman Tuan
|
Class II Directors (terms expiring at the 2017 annual meeting)
|
Yih-Shyan (Wally) Liaw
Laura Black
Michael S. McAndrews
|
Class III Directors (terms expiring at the 2015 annual meeting)
|
Chiu-Chu (Sara) Liu Liang
Hwei-Ming (Fred) Tsai
|
•
|
Write to the board at the following address:
|
•
|
E-mail the board of directors at
BODInquiries@supermicro.com
|
Audit Committee
|
|
Compensation Committee
|
|
Nominating and
Corporate Governance Committee
|
Laura Black (1)
|
|
Sherman Tuan(1)
|
|
Hwei-Ming (Fred) Tsai(1)
|
Michael S. McAndrews
|
|
Hwei-Ming (Fred) Tsai
|
|
Sherman Tuan
|
Hwei-Ming (Fred) Tsai
|
|
|
|
|
(1)
|
Committee Chairperson
|
•
|
The appointment, compensation and retention of our independent auditors, and the review and evaluation of the auditors’ qualifications, independence and performance;
|
•
|
Oversees the auditors’ audit work and reviews and pre-approves all audit and non-audit services that may be performed by them;
|
•
|
Reviews and approves the planned scope of our annual audit;
|
•
|
Monitors the rotation of partners of the independent auditors on our engagement team as required by law;
|
•
|
Reviews our financial statements and discusses with management and the independent auditors the results of the annual audit and the review of our quarterly financial statements;
|
•
|
Reviews our critical accounting policies and estimates;
|
•
|
Oversees the adequacy of our financial controls;
|
•
|
Reviews annually the audit committee charter and the committee’s performance;
|
•
|
Reviews and approves all related-party transactions; and
|
•
|
Establishes and oversees procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls or auditing matters and oversees enforcement, compliance and remedial measures under our Code of Business Conduct and Ethics; and
|
•
|
Reviews and evaluates, at least annually, the adequacy of the audit committee charter and recommend any proposed changes to the board of directors for approval.
|
•
|
Periodically reviews and advises our board concerning the Company's overall compensation philosophy, policies and plans, including a review of both regional and industry compensation practices and trends;
|
•
|
Reviews and approves corporate goals and objectives relevant to compensation of the chief executive officer and other executive officers;
|
•
|
Evaluates the performance of the chief executive officer and other executive officers in light of those goals and objectives;
|
•
|
Reviews and approves the compensation of the chief executive officer and other executive officers;
|
•
|
Administers the issuance of restricted stock grants, stock options and other awards to executive officers and directors under our stock plans; and
|
•
|
Reviews and evaluates, at least annually, the performance of the compensation committee and its members, including compliance of the compensation committee with its charter and the adequacy of the compensation committee charter.
|
•
|
Identifies individuals qualified to become directors;
|
•
|
Recommends to our board of directors director nominees for each election of directors;
|
•
|
Develops and recommends to our board of directors criteria for selecting qualified director candidates;
|
•
|
Considers committee member qualifications, appointment and removal;
|
•
|
Recommends corporate governance guidelines applicable to us;
|
•
|
Provides oversight in the evaluation of our board of directors and each committee;
|
•
|
Coordinates and reviews board and committee charters for consistency and adequacy under applicable rules, and make recommendations to the board for any proposed changes; and
|
•
|
Periodically reviews scope of responsibilities of the Governance Committee and the committee's performance of its duties.
|
Brocade Communications Systems, Inc.
|
NetApp, Inc.
|
Juniper Networks, Inc.
|
Riverbed Technology, Inc.
|
Netgear, Inc.
|
Silicon Graphics International Corp
|
•
|
Base salary;
|
•
|
Quarterly bonus; and
|
•
|
Equity-Based Incentive Compensation.
|
|
Principal Position
|
|
2014
Base Salary |
|
2015
Base Salary |
|
Base Salary
% Change
|
|||||
Charles Liang
|
President, Chief Executive Officer and Chairman of the Board
|
|
$
|
313,173
|
|
|
$
|
331,963
|
|
|
6.0
|
%
|
Howard Hideshima
|
Senior Vice President and Chief Financial Officer
|
|
$
|
280,956
|
|
|
$
|
300,956
|
|
|
7.1
|
%
|
Phidias Chou
|
Senior Vice President, Worldwide Sales
|
|
$
|
253,635
|
|
|
$
|
273,635
|
|
|
7.9
|
%
|
Yih-Shyan (Wally) Liaw
|
Senior Vice President, International Sales, Corporate Secretary and Director
|
|
$
|
202,216
|
|
|
$
|
222,216
|
|
|
9.9
|
%
|
Chiu-Chu (Sara) Liu Liang
|
Senior Vice President of Operations, Chief Administration Officer, Treasurer, and Director
|
|
$
|
196,505
|
|
|
$
|
216,505
|
|
|
10.2
|
%
|
Name and Principal
Position
|
|
Year
|
|
Salary
($)
|
|
Bonus
($)(1)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)(2)
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(3)
|
|
All Other
Compensation
($)(4)
|
|
Total
($)
|
||||||||||||||||
Charles Liang
|
|
2015
|
|
$
|
331,963
|
|
|
$
|
7,607
|
|
|
$
|
—
|
|
|
$
|
2,607,616
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
35,565
|
|
|
$
|
2,982,751
|
|
President, Chief Executive Officer
and Chairman of the Board
|
|
2014
|
|
312,793
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,505
|
|
|
330,298
|
|
||||||||
|
2013
|
|
303,682
|
|
|
—
|
|
|
—
|
|
|
633,652
|
|
|
—
|
|
|
—
|
|
|
17,267
|
|
|
954,601
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Howard Hideshima
|
|
2015
|
|
300,956
|
|
|
6,990
|
|
|
—
|
|
|
403,580
|
|
|
—
|
|
|
—
|
|
|
14,860
|
|
|
726,386
|
|
||||||||
Senior Vice President and
Chief Financial Officer
|
|
2014
|
|
286,173
|
|
|
2,593
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,839
|
|
|
298,605
|
|
||||||||
|
2013
|
|
271,325
|
|
|
—
|
|
|
—
|
|
|
258,090
|
|
|
—
|
|
|
—
|
|
|
5,273
|
|
|
534,688
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Phidias Chou
|
|
2015
|
|
273,635
|
|
|
6,446
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,643
|
|
|
306,724
|
|
||||||||
Senior Vice President, Worldwide Sales
|
|
2014
|
|
257,396
|
|
|
2,341
|
|
|
—
|
|
|
225,577
|
|
|
—
|
|
|
—
|
|
|
14,042
|
|
|
499,356
|
|
||||||||
|
2013
|
|
243,501
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,423
|
|
|
254,924
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Yih-Shyan (Wally) Liaw
|
|
2015
|
|
222,216
|
|
|
5,422
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25,055
|
|
|
252,693
|
|
||||||||
Senior Vice President, International Sales,
Corporate Secretary and Director
|
|
2014
|
|
206,122
|
|
|
1,867
|
|
|
—
|
|
|
202,899
|
|
|
—
|
|
|
—
|
|
|
11,196
|
|
|
422,084
|
|
||||||||
|
2013
|
|
194,070
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,930
|
|
|
205,000
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Chiu-Chu (Sara) Liu Liang
|
|
2015
|
|
216,505
|
|
|
5,309
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,041
|
|
|
235,855
|
|
||||||||
Senior Vice President of Operations,
Treasurer and Director
|
|
2014
|
|
200,357
|
|
|
1,814
|
|
|
—
|
|
|
174,800
|
|
|
—
|
|
|
—
|
|
|
5,806
|
|
|
382,777
|
|
||||||||
|
2013
|
|
188,723
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,315
|
|
|
196,038
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Amounts disclosed under “Bonus” reflect the cash bonuses earned by the named executive officers.
|
(2)
|
The dollar amount reported in the Option Awards column represents the grant date fair value of each award calculated in accordance with FASB ASC Topic 718, excluding the estimates of service-based forfeiture and using the Black Scholes option-pricing model. Assumptions used in the calculation of these amounts were included in Item 8, Financial Statements and Supplementary Data, and Note 10 of Notes to our audited Consolidated Financial Statements for the fiscal year
2015
included in our Annual Report on Form 10-K.
|
(3)
|
The Company does not have a defined benefit plan or a non-qualified deferred compensation plan.
|
(4)
|
Amount reflects vacation and sick pay.
|
Name
|
Grant Date
|
|
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
|
|
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
|
|
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
|
|
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
|
Grant
Date Fair
Value of
Stock and
Option
Awards
($)(1)
|
|||||||||||||
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
|
|||||||||||||||||||
Charles Liang
|
1/19/2015
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
166,750
|
|
(2)
|
$
|
35.07
|
|
|
$
|
2,607,616
|
|
Howard Hideshima
|
8/4/2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,260
|
|
(3)
|
26.75
|
|
|
86,176
|
|
||
Howard Hideshima
|
8/4/2014
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26,740
|
|
(4)
|
26.75
|
|
|
317,404
|
|
(1)
|
Represents the fair value of each stock option and award as of the date of grant, computed in accordance with ASC Topic 718.
|
(2)
|
These
non-qualified
stock options vest at the rate of 25% on
November 1, 2015
and 1/16th per quarter thereafter, such that the shares will be fully vested on
November 1, 2018
.
|
(3)
|
These
incentive
stock options vest at the rate of 25% on
May 8, 2015
and 1/16th per quarter thereafter, such that the shares will be fully vested on
May 8, 2018
.
|
(4)
|
These
non-qualified
stock options vest at the rate of 25% on
May 8, 2015
and 1/16th per quarter thereafter, such that the shares will be fully vested on
May 8, 2018
.
|
|
Option Awards
|
||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
|
Option
Exercise
Price
($)
|
|
Option
Expiration
Date
|
||||
Charles Liang
|
720,000
|
|
(1)
|
—
|
|
|
$
|
10.66
|
|
|
3/4/2019
|
|
132,000
|
|
(2)
|
—
|
|
|
$
|
18.59
|
|
|
4/25/2021
|
|
144,537
|
|
(3)
|
86,723
|
|
(3)
|
$
|
20.70
|
|
|
1/21/2023
|
|
—
|
|
|
166,750
|
|
(4)
|
$
|
35.07
|
|
|
1/19/2025
|
Howard Hideshima
|
19,198
|
|
(5)
|
—
|
|
|
$
|
13.89
|
|
|
11/17/2016
|
|
62,052
|
|
(5)
|
—
|
|
|
$
|
13.89
|
|
|
11/17/2016
|
|
22,500
|
|
(6)
|
—
|
|
|
$
|
10.19
|
|
|
4/26/2017
|
|
56,614
|
|
(7)
|
—
|
|
|
$
|
13.61
|
|
|
8/2/2020
|
|
10,886
|
|
(7)
|
—
|
|
|
$
|
13.61
|
|
|
8/2/2020
|
|
28,357
|
|
(8)
|
9,453
|
|
(8)
|
$
|
12.50
|
|
|
8/6/2022
|
|
6,517
|
|
(8)
|
2,173
|
|
(8)
|
$
|
12.50
|
|
|
8/6/2022
|
|
6,685
|
|
(9)
|
20,055
|
|
(9)
|
$
|
26.75
|
|
|
8/4/2024
|
|
1,815
|
|
(9)
|
5,445
|
|
(9)
|
$
|
26.75
|
|
|
8/4/2024
|
Phidias Chou
|
5,000
|
|
(10)
|
—
|
|
|
$
|
3.25
|
|
|
9/30/2015
|
|
22,500
|
|
(11)
|
—
|
|
|
$
|
5.53
|
|
|
4/29/2019
|
|
31,030
|
|
(12)
|
—
|
|
|
$
|
8.36
|
|
|
10/26/2019
|
|
18,970
|
|
(12)
|
—
|
|
|
$
|
8.36
|
|
|
10/26/2019
|
|
30,796
|
|
(13)
|
2,054
|
|
(13)
|
$
|
15.22
|
|
|
10/24/2021
|
|
5,765
|
|
(13)
|
385
|
|
(13)
|
$
|
15.22
|
|
|
10/24/2021
|
|
7,536
|
|
(14)
|
9,691
|
|
(14)
|
$
|
14.23
|
|
|
10/21/2023
|
|
7,337
|
|
(14)
|
9,436
|
|
(14)
|
$
|
14.23
|
|
|
10/21/2023
|
Yih-Shyan (Wally) Liaw
|
30,635
|
|
(15)
|
—
|
|
|
$
|
7.46
|
|
|
4/28/2018
|
|
30,275
|
|
(15)
|
—
|
|
|
$
|
7.46
|
|
|
4/28/2018
|
|
10,079
|
|
(16)
|
—
|
|
|
$
|
13.61
|
|
|
8/2/2020
|
|
7,671
|
|
(16)
|
—
|
|
|
$
|
13.61
|
|
|
8/2/2020
|
|
14,878
|
|
(17)
|
3,435
|
|
(17)
|
$
|
17.29
|
|
|
4/23/2022
|
|
7,058
|
|
(17)
|
1,629
|
|
(17)
|
$
|
17.29
|
|
|
4/23/2022
|
|
4,830
|
|
(18)
|
10,628
|
|
(18)
|
$
|
18.93
|
|
|
4/21/2024
|
|
2,356
|
|
(18)
|
5,186
|
|
(18)
|
$
|
18.93
|
|
|
4/21/2024
|
Chiu-Chu (Sara) Liu Liang
|
20,300
|
|
(11)
|
—
|
|
|
$
|
5.53
|
|
|
4/29/2019
|
|
19,615
|
|
(19)
|
—
|
|
|
$
|
11.81
|
|
|
1/25/2020
|
|
20,985
|
|
(19)
|
—
|
|
|
$
|
11.81
|
|
|
1/25/2020
|
|
25,375
|
|
(20)
|
3,625
|
|
(20)
|
$
|
17.09
|
|
|
1/23/2022
|
|
8,625
|
|
(21)
|
14,375
|
|
(21)
|
$
|
17.96
|
|
|
1/20/2024
|
(1)
|
Options
vested
at the rate of 25% on
November 1, 2009
and 1/16th per quarter thereafter, such that the shares
were
fully vested on
November 1, 2012
.
|
(2)
|
Options
vested
at the rate of 25% on
April 25, 2012
and 1/16th per quarter thereafter, such that the shares
were
fully vested on
April 25, 2015
.
|
(3)
|
Options
vested
at the rate of 25% on
November 1, 2013
and 1/16th per quarter thereafter, such that the shares
will be
fully vested on
November 1, 2016
.
|
(4)
|
Options
vest
at the rate of 25% on
November 1, 2015
and 1/16th per quarter thereafter, such that the shares
will be
fully vested on
November 1, 2018
.
|
(5)
|
Options
vested
at the rate of 25% on
May 8, 2007
and 1/16th per quarter thereafter, such that the shares
were
fully vested on
May 8, 2010
.
|
(6)
|
Options
vested
at the rate of 25% on
April 26, 2008
and 1/16th per quarter thereafter, such that the shares
were
fully vested on
April 26, 2011
.
|
(7)
|
Options
vested
at the rate of 25% on
May 8, 2011
and 1/16th per quarter thereafter, such that the shares
were
fully vested on
May 8, 2014
.
|
(8)
|
Options
vested
at the rate of 25% on
May 7, 2013
and 1/16th per quarter thereafter, such that the shares
will be
fully vested on
May 7, 2016
.
|
(9)
|
Options
vested
at the rate of 25% on
May 8, 2015
and 1/16th per quarter thereafter, such that the shares
will be
fully vested on
May 8, 2018
.
|
(10)
|
Options
vested
at the rate of 25% on
July 1, 2006
and 1/16th per quarter thereafter, such that the shares
were
fully vested on
July 1, 2009
.
|
(11)
|
Options
vested
at the rate of 25% on
April 29, 2010
and 1/16th per quarter thereafter, such that the shares
were
fully vested on
April 29, 2013
.
|
(12)
|
Options
vested
at the rate of 25% on
July 1, 2010
and 1/16th per quarter thereafter, such that the shares
were
fully vested on
July 1, 2013
.
|
(13)
|
Options
vested
at the rate of 25% on
July 1, 2012
and 1/16th per quarter thereafter, such that the shares
will be
fully vested on
July 1, 2015
.
|
(14)
|
Options
vested
at the rate of 25% on
September 13, 2014
and 1/16th per quarter thereafter, such that the shares
will be
fully vested on
September 13, 2017
.
|
(15)
|
Options
vested
at the rate of 25% on
March 30, 2009
and 1/16th per quarter thereafter, such that the shares
were
fully vested on
March 30, 2012
.
|
(16)
|
Options
vested
at the rate of 25% on
August 2, 2011
and 1/16th per quarter thereafter, such that the shares
were
fully vested on
August 2, 2014
.
|
(17)
|
Options
vested
at the rate of 25% on
March 29, 2013
and 1/16th per quarter thereafter, such that the shares
will be
fully vested on
March 29, 2016
.
|
(18)
|
Options
vested
at the rate of 25% on
March 30, 2015
and 1/16th per quarter thereafter, such that the shares
will be
fully vested on
March 30, 2018
.
|
(19)
|
Options
vested
at the rate of 25% on
December 12, 2010
and 1/16th per quarter thereafter, such that the shares
were
fully vested on
December 12, 2013
.
|
(20)
|
Options
vested
at the rate of 25% on
December 12, 2012
and 1/16th per quarter thereafter, such that the shares
will be
fully vested on
December 12, 2015
.
|
(21)
|
Options
vested
at the rate of 25% on
December 14, 2014
and 1/16th per quarter thereafter, such that the shares
will be
fully vested on
December 14, 2017
.
|
|
Option Awards
|
|
Stock Awards
|
||||||||||
Name
|
Number of Shares
Acquired on Exercise (#)
|
|
Value Realized on
Exercise ($)(1)
|
|
Number of Shares
Acquired on Vesting (#)
|
|
Value Realized on
Vesting ($)(2)
|
||||||
Charles Liang
|
150,000
|
|
|
$
|
4,541,993
|
|
|
—
|
|
|
$
|
—
|
|
Howard Hideshima
|
58,750
|
|
|
$
|
1,216,897
|
|
|
—
|
|
|
$
|
—
|
|
Phidias Chou
|
4,000
|
|
|
$
|
129,454
|
|
|
—
|
|
|
$
|
—
|
|
Yih-Shyan (Wally) Liaw
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Chiu-Chu (Sara) Liu Liang
|
64,800
|
|
|
$
|
2,272,769
|
|
|
—
|
|
|
$
|
—
|
|
(1)
|
Based on the difference between the closing price of our common stock on the date of exercise and the exercise price.
|
(2)
|
The value is the closing price of our common stock on the date of vesting, multiplied by the number of shares vested.
|
Name
|
Fees
Earned
or Paid in
Cash
($)(1)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)(2)
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
Change in
Pension Value
and
Non-qualified
Deferred
Compensation
Earnings
($)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
||||||||||
Laura Black
|
$
|
65,000
|
|
|
—
|
|
|
$
|
130,659
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
195,659
|
|
Michael McAndrews
|
$
|
21,250
|
|
|
—
|
|
|
$
|
313,560
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
334,810
|
|
Hwei-Ming (Fred) Tsai
|
$
|
50,000
|
|
|
—
|
|
|
$
|
87,100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
137,100
|
|
Sherman Tuan
|
$
|
47,500
|
|
|
—
|
|
|
$
|
87,100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
134,600
|
|
(1)
|
This column represents annual director fees, non-employee committee chairman fees and other committee member fees earned in fiscal year
2015
.
|
(2)
|
The dollar amount in this column represents the grant date fair value of each award calculated in accordance with FASB ASC Topic 718, excluding the estimates of service-based forfeiture and using the Black Scholes option-pricing model. Assumptions used in the calculation of these amounts were included in Item 8, Financial Statements and Supplementary Data, and Note 10 of Notes to our audited Consolidated Financial Statements for the fiscal year
2015
included in our Annual Report on Form 10-K.
|
Name
|
Option Awards
|
|
Laura Black
|
16,500
|
|
Michael McAndrews
|
18,000
|
|
Hwei-Ming (Fred) Tsai
|
55,000
|
|
Sherman Tuan
|
59,500
|
|
•
|
each of the named executive officers;
|
•
|
each of our directors;
|
•
|
all directors and executive officers as a group; and
|
•
|
all person known to us beneficially own 5% or more of our outstanding common stock.
|
Name and Address of Beneficial Owner(1)
|
Amount and
Nature of
Beneficial
Ownership(2)
|
|
Percent of
Common Stock
Outstanding(3)
|
||
Executive Officers and Directors:
|
|
|
|
||
Charles Liang(4)
|
8,890,675
|
|
|
18.3
|
%
|
Howard Hideshima(5)
|
219,654
|
|
|
*
|
|
Phidias Chou(5)
|
132,499
|
|
|
*
|
|
Chiu-Chu (Sara) Liang(6)
|
8,890,675
|
|
|
18.3
|
%
|
Yih-Shyan (Wally) Liaw(7)
|
2,265,741
|
|
|
4.8
|
%
|
Laura Black(5)
|
5,625
|
|
|
*
|
|
Michael S. McAndrews
|
—
|
|
|
*
|
|
Hwei-Ming (Fred) Tsai(8)
|
321,000
|
|
|
*
|
|
Sherman Tuan(5)
|
54,500
|
|
|
*
|
|
All directors and executive officers as a group (9 persons)(9)
|
11,889,694
|
|
|
24.2
|
%
|
5% Holders Not Listed Above:
|
|
|
|
||
BlackRock, Inc.(10)
|
2,968,876
|
|
|
6.2
|
%
|
FMR LLC(11)
|
3,369,080
|
|
|
7.1
|
%
|
The Vanguard Group(12)
|
2,934,226
|
|
|
6.2
|
%
|
*
|
Represents beneficial ownership of less than one percent of the outstanding shares of common stock
|
(1)
|
Except as otherwise indicated, to our knowledge the persons named in this table have sole voting and investment power with respect to all shares of Common Stock shown as beneficially owned by them, subject to community property laws applicable and to the information contained in the footnotes to this table.
|
(2)
|
Under the SEC rules, a person is deemed to be the beneficial owner of shares that can be acquired by such person within 60 days upon the exercise of options.
|
(3)
|
Calculated on the basis of
47,521,065
shares of common stock outstanding as of
August 20, 2015
, provided that any additional shares of Common Stock that a stockholder has the right to acquire within 60 days after
August 20, 2015
are deemed to be outstanding for the purposes of calculating that stockholder’s percentage of beneficial ownership.
|
(4)
|
Includes 1,010,991 shares issuable upon the exercise of options exercisable within 60 days after
August 20, 2015
. Also includes 2,283,622 shares jointly held by Mr. Liang and his spouse, 1,703,468 shares of which are pledged as security for a personal credit line, 850,000 shares held by Mr. Liang which are pledged as security for a personal credit line, 15,000 shares held by Green Earth Charitable Trust, for which Mrs. Liang serves as trustee, 12,200 shares held by Mr. Liang’s children, for which Mrs. Liang serves as custodian, 495,620 shares held directly by Mrs. Liang and 98,149 shares issuable upon the exercise of options held by Mrs. Liang and exercisable within 60 days after
August 20, 2015
. See footnote 6.
|
(5)
|
Consists of shares issuable upon the exercise of options exercisable within 60 days after
August 20, 2015
.
|
(6)
|
Includes 98,149 shares issuable upon the exercise of options exercisable within 60 days after
August 20, 2015
. Also includes 2,283,622 shares jointly held by Mr. Liang and his spouse, 1,703,468 shares of which are pledged as security for a personal credit line, 15,000 shares held by Green Earth Charitable Trust, 12,200 shares held by Mrs. Liang’s children, for which Mrs. Liang serves as custodian, 4,975,093 shares held by Charles Liang, Mrs. Liang’s spouse, 850,000 shares of which are pledged as security for a personal credit line, and 1,010,991 shares issuable upon the exercise of options held by Mr. Liang and exercisable within 60 days after
August 20, 2015
. See footnote 4.
|
(7)
|
Includes 110,907 shares issuable upon the exercise of options exercisable within 60 days after
August 20, 2015
. 2,056,416 shares held by Liaw Family Trust, for which Mr. Liaw and his spouse serve as trustees, 17,760 shares held by Mr. Liaw’s daughters, 68,177 shares held by Mrs. Liaw, and 12,481 shares issuable upon the exercise of options granted to Mrs. Liaw, exercisable within 60 days after
August 20, 2015
.
|
(8)
|
Includes 50,000 shares issuable upon the exercise of options exercisable within 60 days after
August 20, 2015
.
|
(9)
|
Includes 1,694,806 shares issuable upon the exercise of options exercisable within 60 days after
August 20, 2015
.
|
(10)
|
The information with respect to the holdings of entities affiliated with BlackRock, Inc. ("BlackRock") is based solely on Schedule 13G/A filed on January 29, 2015 by BlackRock. BlackRock has the sole power to vote or to direct the vote of 2,893,504 of such shares. BlackRock has the sole power to dispose or to direct the disposition of all of such shares. The address for BlackRock is 55 East 52nd Street, New York, New York 10022.
|
(11)
|
The information with respect to the holdings of FMR LLC ("FMR") is based solely on Schedule 13G filed May 11, 2015 by FMR. FMR has the sole power to dispose or to direct the disposition of all of such shares. The address for FMR is 245 Summer Street, Boston, Massachusetts 02210.
|
(12)
|
The information with respect to the holdings of entities affiliated with The Vanguard Group ("Vanguard") is based solely on Schedule 13G filed February 11, 2015 by Vanguard. Vanguard has the sold power to vote or to direct the vote of 43,943 of such shares. Vanguard has the sole power to dispose or to direct the disposition of 2,893,883 of such shares and shared power to dispose or to direct the disposition of 40,343 of such shares. The address for Vanguard is 100 Vanguard Blvd, Malvern, Pennsylvania 19355.
|
Plan Category
|
Number of shares
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)(1)
|
|
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)(2)(3)
|
|
Number of shares
remaining available
for future issuance
under equity
compensation plans
(excluding shares
reflected in
column (a))
(c)
|
|
||||
Equity compensation plans approved by stockholders
|
10,006,167
|
|
|
$
|
14.21
|
|
|
482,258
|
|
(1)
|
Equity compensation plans not approved by stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
10,006,167
|
|
|
$
|
14.21
|
|
|
482,258
|
|
|
(1)
|
This number includes 9,702,843 shares subject to outstanding options and 303,324 shares subject to outstanding RSU awards. The number of shares that are reserved for issuance under the 2006 Equity Incentive Plan are automatically increased on July 1 of each year through 2016 by a number of shares equal to the smaller of (a) 3% of our outstanding shares as of the close of business on the immediately preceding June 30 or (b) a lesser amount determined by the board of directors.
|
(2)
|
The weighted average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding awards of RSUs, which have no exercise price.
|
(3)
|
The weighted-average remaining contractual term of our outstanding options as of June 30, 2015 was 2.21 years.
|
|
Fiscal Year Ended 6/30/15
|
|
Fiscal Year Ended 6/30/14
|
||||
Audit Fees(1)
|
$
|
1,797,000
|
|
|
$
|
1,501,000
|
|
Audit-Related Fees
|
—
|
|
|
—
|
|
||
Tax Fees
|
—
|
|
|
—
|
|
||
All Other Fees
|
—
|
|
|
—
|
|
||
Total
|
$
|
1,797,000
|
|
|
$
|
1,501,000
|
|
(1)
|
Audit fees consist of the aggregate fees for professional services rendered for the audit of our fiscal years
2015
and
2014
consolidated financial statements, review of interim consolidated financial statements and certain statutory audits.
|
Date:
|
September 10, 2015
|
|
/s/ C
HARLES
L
IANG
|
|
|
|
Charles Liang
President, Chief Executive Officer and Chairman of the
Board
(Principal Executive Officer)
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
/s/ CHARLES LIANG
|
|
President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
|
|
September 10, 2015
|
Charles Liang
|
|
|
|
|
/s/ HOWARD HIDESHIMA
|
|
Senior Vice President, Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
September 10, 2015
|
Howard Hideshima
|
|
|
|
|
/s/ YIH-SHYAN (WALLY) LIAW
|
|
Senior Vice President of International Sales, Corporate Secretary and Director
|
|
September 10, 2015
|
Yih-Shyan (Wally) Liaw
|
|
|
|
|
/s/ CHIU-CHU (SARA) LIU LIANG
|
|
Senior Vice President of Operations, Treasurer and Director
|
|
September 10, 2015
|
Chiu-Chu (Sara) Liu Liang
|
|
|
|
|
/s/ LAURA BLACK
|
|
Director
|
|
September 10, 2015
|
Laura Black
|
|
|
|
|
/s/ MICHAEL S. MCANDREWS
|
|
Director
|
|
September 10, 2015
|
Michael S. McAndrews
|
|
|
|
|
/s/ HWEI-MING (FRED) TSAI
|
|
Director
|
|
September 10, 2015
|
Hwei-Ming (Fred) Tsai
|
|
|
|
|
/s/ SHERMAN TUAN
|
|
Director
|
|
September 10, 2015
|
Sherman Tuan
|
|
|
|
Exhibit
Number
|
|
Description
|
3.3
|
|
Amended and Restated Certificate of Incorporation of Super Micro Computer, Inc.(1)
|
3.4
|
|
Amended and Restated Bylaws of Super Micro Computer, Inc.(1)
|
4.1
|
|
Specimen stock certificate for shares of common stock of Super Micro Computer, Inc.(1)
|
10.1*
|
|
1998 Stock Option Plan, as amended(1)
|
10.2*
|
|
Form of Incentive Stock Option Agreement under 1998 Stock Option Plan(1)
|
10.3*
|
|
Form of Nonstatutory Stock Option Agreement under 1998 Stock Option Plan(1)
|
10.4*
|
|
Form of Nonstatutory Stock Option Agreement outside the 1998 Stock Option Plan(1)
|
10.5*
|
|
2006 Equity Incentive Plan(1)
|
10.6*
|
|
Form of Option Agreement under Super Micro Computer, Inc. 2006 Equity Incentive Plan(1)
|
10.7*
|
|
Form of Restricted Stock Agreement under Super Micro Computer, Inc. 2006 Equity Incentive Plan(1)
|
10.8*
|
|
Form of Restricted Stock Unit Agreement under Super Micro Computer, Inc. 2006 Equity Incentive Plan(1)
|
10.9*
|
|
Form of directors’ and officers’ Indemnity Agreement(1)
|
10.10*
|
|
Offer Letter for Chiu-Chu (Sara) Liu Liang(1)
|
10.11*
|
|
Offer Letter for Alex Hsu(1)
|
10.12*
|
|
Offer Letter for Howard Hideshima(1)
|
10.13*
|
|
Director Compensation Policy(1)
|
10.14
|
|
Product Manufacturing Agreement dated January 8, 2007 between Super Micro Computer, Inc. and Ablecom Technology Inc.(1)
|
10.15*
|
|
Form of Notice of Grant of Stock Option under 2006 Equity Incentive Plan(2)
|
10.16*
|
|
Form of Notice of Grant of Restricted Stock under 2006 Equity Incentive Plan(2)
|
10.17*
|
|
Form of Notice of Grant of Restricted Stock Unit under 2006 Equity Incentive Plan(2)
|
10.18
|
|
Agreement of Purchase and Sale(3)
|
10.19*
|
|
Stock Option Exercise Notice and Restricted Stock Purchase Agreement—Charles Liang(4)
|
10.20*
|
|
Stock Option Exercise Notice and Restricted Stock Purchase Agreement—Chiu-Chu Liang(5)
|
10.21*
|
|
Stock Option Exercise Notice and Restricted Stock Purchase Agreement—Shiow-Meei Liaw(5)
|
10.22
|
|
Agreement of Purchase and Sale of Properties on Fox Lane and Fox Drive, San Jose, California(6)
|
10.23
|
|
Business Loan Agreement dated as of June 17, 2010, by and between Super Micro Computer, Inc. and Bank of America(7)
|
10.24
|
|
Amendment No.1 to Loan Agreement, dated August 15, 2011 between Super Micro Computer, Inc. and Bank of America (9)
|
10.25
|
|
Amendment No. 2 to Loan Agreement, dated October 4, 2011 between Super Micro Computer, Inc. and Bank of America (9)
|
10.26*
|
|
2006 Equity Incentive Plan, as amended(8)
|
10.27
|
|
Purchase and Sale Agreement on Ridder Park Drive, San Jose, California(10)
|
10.28
|
|
Addendum 1 to Purchase and Sale Agreement on Ridder Park Drive, San Jose, California(10)
|
10.29
|
|
Amendment No. 3 to Loan Agreement, dated September 30, 2013 between Super Micro Computer, Inc. and Bank of America(11)
|
10.30
|
|
Summary of Credit Facility, dated November 5, 2013 between Super Micro Computer, Inc. and CTBC Bank (11)
|
10.31
|
|
Extension of Loan Agreement with Bank of America, N.A., dated November 13, 2014(12)
|
10.32
|
|
Summary of Credit Facility, dated December 1, 2014 between Super Micro Computer, Inc. and CTBC Bank (12)
|
10.33+
|
|
Amendment No. 4 to Loan Agreement, dated June 19, 2015 between Super Micro Computer, Inc. and Bank of America
|
21.1
|
|
Subsidiaries of Super Micro Computer, Inc.(13)
|
23.1+
|
|
Consent of Independent Registered Public Accounting Firm
|
24.1+
|
|
Power of Attorney (included in signature pages)
|
31.1+
|
|
Certification of Charles Liang, President and CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2+
|
|
Certification of Howard Hideshima, CFO and Secretary Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1+
|
|
Certification of Charles Liang, President and CEO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(14)
|
32.2+
|
|
Certification of Howard Hideshima, CFO and Secretary Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(14)
|
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
|
+
|
Filed herewith
|
(1)
|
Incorporated by reference to the same number exhibit filed with the Registrant’s Registration Statement on Form S-1 (Registration No. 333-138370), declared effective by the Securities and Exchange Commission on March 28, 2007.
|
(2)
|
Incorporated by reference to the Company’s Registration Statement on Form S-8 (Commission File No. 333-142404) filed with the Securities and Exchange Commission on April 27, 2007.
|
(3)
|
Incorporated by reference to Exhibit 10.1 from the Company’s current report on Form 8-K (Commission File No. 001-33383) filed with the Securities and Exchange Commission on June 29, 2007.
|
(4)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K (Commission File No. 001-33383) filed with the Securities and Exchange Commission on September 2, 2008.
|
(5)
|
Incorporated by reference to the Company’s current report on Form 8-K (Commission File No. 001-33383) filed with the Securities and Exchange Commission on December 2, 2008.
|
(6)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (Commission File No. 001-33383) filed with the Securities and Exchange Commission on May 7, 2010.
|
(7)
|
Incorporated by reference to Exhibit 10.34 from the Company’s Annual Report on Form 10-K (Commission File No. 001-33383) filed with the Securities and Exchange Commission on September 7, 2010.
|
(8)
|
Incorporated by reference to Appendix A from the Company’s Definitive Proxy Statement on Schedule 14A (Commission File No. 001-33383) filed with the Securities and Exchange Commission on January 18, 2011.
|
(9)
|
Incorporated by reference to the Company's Quarterly Report on Form 10-Q (Commission File No. 001-33383) filed with the Securities and Exchange Commission on November 7, 2011.
|
(10)
|
Incorporated by reference to the Company's current report on Form 8-K (Commission File No. 001-33383) filed with the Securities and Exchange Commission on September 24, 2013.
|
(11)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (Commission File No. 001-33383) filed with the Securities and Exchange Commission on November 7, 2013.
|
(12)
|
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (Commission File No. 001-33383) filed with the Securities and Exchange Commission on February 9, 2015.
|
(13)
|
Incorporated by reference to the Company’s Annual Report on Form 10-K (Commission File No. 001-33383) filed with the Securities and Exchange Commission on September 15, 2014.
|
(14)
|
The certifications attached as Exhibit 32.1 and 32.2 accompany the Annual Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by Super Micro Computer, Inc. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
|
*
|
Management contract, or compensatory plan or arrangement
|
a.
|
Section 1.1(a) of the Agreement is hereby amended by replacing the dollar amount “$40,000,000” with the dollar amount “$65,000,000.”
|
b.
|
Section 3.1(a) of the Agreement is hereby amended to read in its entirety as follows:
|
1.
|
I have reviewed this annual report on Form 10-K 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:
|
September 10, 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-K 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:
|
September 10, 2015
|
/s/ H
OWARD
H
IDESHIMA
|
|
|
Howard Hideshima
Senior Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
|
Date:
|
September 10, 2015
|
/s/ C
HARLES
L
IANG
|
|
|
Charles Liang
President and Chief Executive Officer
(Principal Executive Officer)
|
Date:
|
September 10, 2015
|
/s/ H
OWARD
H
IDESHIMA
|
|
|
Howard Hideshima
Senior Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
|