x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
77-0353939
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(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
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Large accelerated filer
x
|
|
Accelerated filer
¨
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
¨
|
|
|
Page
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PART I
|
|
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ITEM 1.
|
||
|
|
|
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II
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|
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ITEM 1.
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ITEM 1A.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 5.
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ITEM 6.
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March 31,
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June 30,
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||||
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2016
|
|
2015
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||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
176,406
|
|
|
$
|
95,442
|
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Accounts receivable, net of allowances of $2,468 and $1,628 at March 31, 2016 and June 30, 2015, respectively (including amounts receivable from a related party of $6,034 and $13,186 at March 31, 2016 and June 30, 2015, respectively)
|
285,705
|
|
|
322,594
|
|
||
Inventory
|
479,276
|
|
|
463,493
|
|
||
Deferred income taxes-current
|
17,895
|
|
|
17,863
|
|
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Prepaid income taxes
|
14,913
|
|
|
7,507
|
|
||
Prepaid expenses and other current assets
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9,416
|
|
|
7,516
|
|
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Total current assets
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983,611
|
|
|
914,415
|
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Long-term investments
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2,633
|
|
|
2,633
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|
||
Property, plant and equipment, net
|
179,622
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|
|
163,038
|
|
||
Deferred income taxes-noncurrent
|
7,089
|
|
|
4,497
|
|
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Other assets
|
8,158
|
|
|
5,226
|
|
||
Total assets
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$
|
1,181,113
|
|
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$
|
1,089,809
|
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LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
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|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable (including amounts due to a related party of $45,357 and $59,015 at March 31, 2016 and June 30, 2015, respectively)
|
$
|
277,279
|
|
|
$
|
299,774
|
|
Accrued liabilities
|
54,132
|
|
|
46,743
|
|
||
Income taxes payable
|
9,291
|
|
|
14,111
|
|
||
Short-term debt and current portion of long-term debt
|
93,795
|
|
|
93,479
|
|
||
Total current liabilities
|
434,497
|
|
|
454,107
|
|
||
Long-term debt-net of current portion
|
—
|
|
|
933
|
|
||
Other long-term liabilities
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37,615
|
|
|
15,684
|
|
||
Total liabilities
|
472,112
|
|
|
470,724
|
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Commitments and contingencies (Note 10)
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|
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Stockholders’ equity:
|
|
|
|
||||
Common stock and additional paid-in capital, $0.001 par value
|
|
|
|
||||
Authorized shares: 100,000,000
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Issued shares: 48,835,128 and 47,873,744 at March 31, 2016 and June 30, 2015, respectively
|
271,950
|
|
|
247,081
|
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||
Treasury stock (at cost), 445,028 shares at March 31, 2016 and June 30, 2015
|
(2,030
|
)
|
|
(2,030
|
)
|
||
Accumulated other comprehensive loss
|
(92
|
)
|
|
(80
|
)
|
||
Retained earnings
|
439,000
|
|
|
373,950
|
|
||
Total Super Micro Computer, Inc. stockholders’ equity
|
708,828
|
|
|
618,921
|
|
||
Noncontrolling interest
|
173
|
|
|
164
|
|
||
Total stockholders’ equity
|
709,001
|
|
|
619,085
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,181,113
|
|
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$
|
1,089,809
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
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2016
|
|
2015
|
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2016
|
|
2015
|
||||||||
Net sales (including related party sales of $4,413 and $6,067 in the three months ended March 31, 2016 and 2015, respectively, and $12,125 and $43,524 in the nine months ended March 31, 2016 and 2015, respectively)
|
$
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532,721
|
|
|
$
|
471,225
|
|
|
$
|
1,691,303
|
|
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$
|
1,417,561
|
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Cost of sales (including related party purchases of $55,133 and $58,002 in the three months ended March 31, 2016 and 2015, respectively, and $185,845 and $169,918 in the nine months ended March 31, 2016 and 2015, respectively)
|
453,569
|
|
|
394,405
|
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1,433,574
|
|
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1,187,096
|
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||||
Gross profit
|
79,152
|
|
|
76,820
|
|
|
257,729
|
|
|
230,465
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
31,256
|
|
|
25,542
|
|
|
89,846
|
|
|
72,516
|
|
||||
Sales and marketing
|
14,467
|
|
|
12,496
|
|
|
45,177
|
|
|
34,656
|
|
||||
General and administrative
|
8,984
|
|
|
7,334
|
|
|
27,695
|
|
|
17,334
|
|
||||
Total operating expenses
|
54,707
|
|
|
45,372
|
|
|
162,718
|
|
|
124,506
|
|
||||
Income from operations
|
24,445
|
|
|
31,448
|
|
|
95,011
|
|
|
105,959
|
|
||||
Interest and other income, net
|
20
|
|
|
21
|
|
|
131
|
|
|
92
|
|
||||
Interest expense
|
(417
|
)
|
|
(277
|
)
|
|
(1,141
|
)
|
|
(656
|
)
|
||||
Income before income tax provision
|
24,048
|
|
|
31,192
|
|
|
94,001
|
|
|
105,395
|
|
||||
Income tax provision
|
7,386
|
|
|
8,136
|
|
|
28,951
|
|
|
30,234
|
|
||||
Net income
|
$
|
16,662
|
|
|
$
|
23,056
|
|
|
$
|
65,050
|
|
|
$
|
75,161
|
|
Net income per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.35
|
|
|
$
|
0.49
|
|
|
$
|
1.36
|
|
|
$
|
1.63
|
|
Diluted
|
$
|
0.32
|
|
|
$
|
0.44
|
|
|
$
|
1.26
|
|
|
$
|
1.47
|
|
Weighted-average shares used in calculation of net income per common share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
48,047
|
|
|
46,824
|
|
|
47,737
|
|
|
46,138
|
|
||||
Diluted
|
52,238
|
|
|
52,008
|
|
|
51,637
|
|
|
51,102
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net income
|
$
|
16,662
|
|
|
$
|
23,056
|
|
|
$
|
65,050
|
|
|
$
|
75,161
|
|
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation gains (losses)
|
4
|
|
|
5
|
|
|
(12
|
)
|
|
(11
|
)
|
||||
Unrealized gains (losses) on investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total other comprehensive gains (losses)
|
4
|
|
|
5
|
|
|
(12
|
)
|
|
(11
|
)
|
||||
Comprehensive income
|
$
|
16,666
|
|
|
$
|
23,061
|
|
|
$
|
65,038
|
|
|
$
|
75,150
|
|
|
Nine Months Ended
March 31, |
||||||
|
2016
|
|
2015
|
||||
OPERATING ACTIVITIES:
|
|
|
|
||||
Net income
|
$
|
65,050
|
|
|
$
|
75,161
|
|
Reconciliation of net income to net cash provided by (used in) operating activities:
|
|
|
|
||||
Depreciation and amortization
|
9,538
|
|
|
5,930
|
|
||
Stock-based compensation expense
|
11,768
|
|
|
9,727
|
|
||
Excess tax benefits from stock-based compensation
|
(2,506
|
)
|
|
(7,229
|
)
|
||
Allowance for doubtful accounts
|
1,014
|
|
|
194
|
|
||
Provision for inventory
|
6,026
|
|
|
4,462
|
|
||
Exchange gain
|
(1,492
|
)
|
|
(595
|
)
|
||
Deferred income taxes
|
(2,657
|
)
|
|
(4,197
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
||||
Accounts receivable, net (including changes in related party balances of $7,152 and $(3,981) during the nine months ended March 31, 2016 and 2015, respectively)
|
35,875
|
|
|
(9,017
|
)
|
||
Inventory
|
(21,809
|
)
|
|
(119,007
|
)
|
||
Prepaid expenses and other assets
|
(3,756
|
)
|
|
675
|
|
||
Accounts payable (including changes in related party balances of $(13,658) and $2,953 during the nine months ended March 31, 2016 and 2015, respectively)
|
(23,176
|
)
|
|
38,712
|
|
||
Income taxes payable, net
|
(8,583
|
)
|
|
5,814
|
|
||
Accrued liabilities
|
5,701
|
|
|
6,748
|
|
||
Other long-term liabilities
|
21,833
|
|
|
1,686
|
|
||
Net cash provided by operating activities
|
92,826
|
|
|
9,064
|
|
||
INVESTING ACTIVITIES:
|
|
|
|
||||
Restricted cash
|
(1,018
|
)
|
|
(418
|
)
|
||
Investment in a privately held company
|
—
|
|
|
(661
|
)
|
||
Purchases of property, plant and equipment
|
(25,120
|
)
|
|
(24,637
|
)
|
||
Net cash used in investing activities
|
(26,138
|
)
|
|
(25,716
|
)
|
||
FINANCING ACTIVITIES:
|
|
|
|
||||
Proceeds from exercise of stock options
|
10,661
|
|
|
21,071
|
|
||
Minimum tax withholding paid on behalf of employees for restricted stock units
|
(1,108
|
)
|
|
—
|
|
||
Excess tax benefits from stock-based compensation
|
2,506
|
|
|
7,229
|
|
||
Proceeds from debt
|
24,100
|
|
|
36,400
|
|
||
Repayment of debt
|
(23,700
|
)
|
|
(35,300
|
)
|
||
Payment of obligations under capital leases
|
(133
|
)
|
|
(96
|
)
|
||
Advances under receivable financing arrangements
|
835
|
|
|
669
|
|
||
Net cash provided by financing activities
|
13,161
|
|
|
29,973
|
|
||
Effect of exchange rate fluctuations on cash
|
1,115
|
|
|
(948
|
)
|
||
Net increase in cash and cash equivalents
|
80,964
|
|
|
12,373
|
|
||
Cash and cash equivalents at beginning of period
|
95,442
|
|
|
96,872
|
|
||
Cash and cash equivalents at end of period
|
$
|
176,406
|
|
|
$
|
109,245
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
1,136
|
|
|
$
|
649
|
|
Cash paid for taxes, net of refunds
|
$
|
34,562
|
|
|
$
|
27,455
|
|
Non-cash investing and financing activities:
|
|
|
|
||||
Equipment purchased under capital leases
|
$
|
299
|
|
|
$
|
428
|
|
Accrued costs for property, plant and equipment purchases
|
$
|
7,316
|
|
|
$
|
12,511
|
|
•
|
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
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Risk-free interest rate
|
1.38% - 1.48%
|
|
|
1.35% - 1.58%
|
|
|
1.38% - 1.57%
|
|
|
1.35% - 1.76%
|
|
||||
Expected term
|
5.31 years
|
|
|
5.40 years
|
|
|
5.31 - 5.33 years
|
|
|
5.40 - 5.44 years
|
|
||||
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
||||
Volatility
|
49.09% - 50.89%
|
|
|
47.60% - 48.26%
|
|
|
47.06% - 50.89%
|
|
|
46.93% - 49.31%
|
|
||||
Weighted-average fair value
|
$
|
12.99
|
|
|
$
|
15.92
|
|
|
$
|
12.04
|
|
|
$
|
12.59
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Cost of sales
|
$
|
294
|
|
|
$
|
222
|
|
|
$
|
792
|
|
|
$
|
651
|
|
Research and development
|
2,549
|
|
|
2,255
|
|
|
7,423
|
|
|
6,148
|
|
||||
Sales and marketing
|
491
|
|
|
369
|
|
|
1,330
|
|
|
1,148
|
|
||||
General and administrative
|
552
|
|
|
720
|
|
|
2,223
|
|
|
1,780
|
|
||||
Stock-based compensation expense before taxes
|
3,886
|
|
|
3,566
|
|
|
11,768
|
|
|
9,727
|
|
||||
Income tax impact
|
(1,191
|
)
|
|
(1,355
|
)
|
|
(3,290
|
)
|
|
(2,747
|
)
|
||||
Stock-based compensation expense, net
|
$
|
2,695
|
|
|
$
|
2,211
|
|
|
$
|
8,478
|
|
|
$
|
6,980
|
|
|
|
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, 2015 (7,208,475 shares exercisable at weighted average exercise price of $12.24 per share)
|
|
9,702,843
|
|
|
$
|
14.21
|
|
|
|
|
|
||
Granted (weighted average fair value of $12.04)
|
|
279,650
|
|
|
$
|
26.61
|
|
|
|
|
|
||
Exercised
|
|
(897,424
|
)
|
|
$
|
11.88
|
|
|
|
|
|
||
Forfeited
|
|
(35,531
|
)
|
|
$
|
18.85
|
|
|
|
|
|
||
Balance as of March 31, 2016
|
|
9,049,538
|
|
|
$
|
14.81
|
|
|
5.43
|
|
$
|
174,856
|
|
Options vested and expected to vest at March 31, 2016
|
|
8,956,079
|
|
|
$
|
14.70
|
|
|
5.40
|
|
$
|
174,044
|
|
Options vested and exercisable at March 31, 2016
|
|
7,346,160
|
|
|
$
|
13.17
|
|
|
4.78
|
|
$
|
153,798
|
|
|
|
Restricted Stock Units
Outstanding
|
|
Weighted
Average
Grant-Date Fair Value per Share
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
|||||
Balance as of June 30, 2015
|
|
303,324
|
|
|
$
|
36.02
|
|
|
|
||
Granted
|
|
614,560
|
|
|
$
|
28.35
|
|
|
|
||
Vested
|
|
(102,918
|
)
|
|
$
|
33.24
|
|
|
|
||
Forfeited
|
|
(33,060
|
)
|
|
$
|
30.52
|
|
|
|
||
Balance as of March 31, 2016
|
|
781,906
|
|
|
$
|
30.59
|
|
|
$
|
26,647
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Numerator:
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
16,662
|
|
|
$
|
23,056
|
|
|
$
|
65,050
|
|
|
$
|
75,161
|
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
||||||||
Weighted-average shares outstanding
|
48,047
|
|
|
46,824
|
|
|
47,737
|
|
|
46,138
|
|
||||
Effect of dilutive securities
|
4,191
|
|
|
5,184
|
|
|
3,900
|
|
|
4,964
|
|
||||
Weighted-average diluted shares
|
52,238
|
|
|
52,008
|
|
|
51,637
|
|
|
51,102
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic net income per share
|
$
|
0.35
|
|
|
$
|
0.49
|
|
|
$
|
1.36
|
|
|
$
|
1.63
|
|
Diluted net income per share
|
$
|
0.32
|
|
|
$
|
0.44
|
|
|
$
|
1.26
|
|
|
$
|
1.47
|
|
|
March 31,
2016 |
|
June 30,
2015 |
||||
Finished goods
|
$
|
356,966
|
|
|
$
|
384,647
|
|
Work in process
|
32,281
|
|
|
23,214
|
|
||
Purchased parts and raw materials
|
90,029
|
|
|
55,632
|
|
||
Total inventory
|
$
|
479,276
|
|
|
$
|
463,493
|
|
|
March 31,
2016 |
|
June 30,
2015 |
||||
Land
|
$
|
70,454
|
|
|
$
|
63,962
|
|
Buildings
|
71,665
|
|
|
51,959
|
|
||
Building and leasehold improvements
|
7,586
|
|
|
8,323
|
|
||
Buildings and leasehold improvements construction in progress (1)
|
10,895
|
|
|
25,572
|
|
||
Machinery and equipment
|
50,514
|
|
|
40,689
|
|
||
Furniture and fixtures
|
10,213
|
|
|
7,421
|
|
||
Purchased software
|
13,464
|
|
|
3,343
|
|
||
Purchased software construction in progress (2)
|
493
|
|
|
8,567
|
|
||
|
235,284
|
|
|
209,836
|
|
||
Accumulated depreciation and amortization
|
(55,662
|
)
|
|
(46,798
|
)
|
||
Property, plant and equipment, net
|
$
|
179,622
|
|
|
$
|
163,038
|
|
|
March 31,
2016 |
|
June 30,
2015 |
||||
Long-term deferred service costs
|
$
|
3,033
|
|
|
$
|
1,490
|
|
Prepaid royalty license
|
810
|
|
|
997
|
|
||
Investment in a privately held company
|
1,411
|
|
|
1,411
|
|
||
Restricted cash
|
1,848
|
|
|
840
|
|
||
Deposits
|
924
|
|
|
265
|
|
||
Others
|
132
|
|
|
223
|
|
||
Total other assets
|
$
|
8,158
|
|
|
$
|
5,226
|
|
|
March 31,
2016 |
|
June 30,
2015 |
||||
Accrued payroll and related expenses
|
$
|
15,574
|
|
|
$
|
15,141
|
|
Customer deposits
|
6,255
|
|
|
6,314
|
|
||
Accrued warranty costs
|
5,634
|
|
|
7,700
|
|
||
Accrued cooperative marketing expenses
|
7,782
|
|
|
5,690
|
|
||
Deferred service revenue
|
10,816
|
|
|
4,085
|
|
||
Others
|
8,071
|
|
|
7,813
|
|
||
Total accrued liabilities
|
$
|
54,132
|
|
|
$
|
46,743
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Balance, beginning of period
|
$
|
7,777
|
|
|
$
|
6,960
|
|
|
$
|
7,700
|
|
|
$
|
7,083
|
|
Provision for warranty
|
3,685
|
|
|
3,968
|
|
|
12,229
|
|
|
10,928
|
|
||||
Costs charged to accrual
|
(3,872
|
)
|
|
(3,706
|
)
|
|
(10,545
|
)
|
|
(10,476
|
)
|
||||
Change in estimated liability for pre-existing warranties
|
(460
|
)
|
|
(13
|
)
|
|
(2,254
|
)
|
|
(326
|
)
|
||||
Balance, end of period
|
7,130
|
|
|
7,209
|
|
|
7,130
|
|
|
7,209
|
|
||||
Current portion
|
(5,634
|
)
|
|
(7,209
|
)
|
|
(5,634
|
)
|
|
(7,209
|
)
|
||||
Long-term portion
|
$
|
1,496
|
|
|
$
|
—
|
|
|
$
|
1,496
|
|
|
$
|
—
|
|
March 31, 2016
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Asset at
Fair Value
|
||||||||
Money market funds
|
$
|
312
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
312
|
|
Auction rate securities
|
—
|
|
|
—
|
|
|
2,633
|
|
|
2,633
|
|
||||
Total
|
$
|
312
|
|
|
$
|
—
|
|
|
$
|
2,633
|
|
|
$
|
2,945
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Balance as of beginning of period
|
$
|
2,633
|
|
|
$
|
2,647
|
|
|
$
|
2,633
|
|
|
$
|
2,647
|
|
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
|
$
|
2,633
|
|
|
$
|
2,647
|
|
|
$
|
2,633
|
|
|
$
|
2,647
|
|
|
March 31, 2016
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Holding
Gains
|
|
Gross
Unrealized
Holding
Losses
|
|
Fair Value
|
||||||||
Auction rate securities
|
$
|
2,750
|
|
|
$
|
—
|
|
|
$
|
(117
|
)
|
|
$
|
2,633
|
|
|
|
|
|
|
|
|
|
||||||||
|
June 30, 2015
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Holding
Gains
|
|
Gross
Unrealized
Holding
Losses
|
|
Fair Value
|
||||||||
Auction rate securities
|
$
|
2,750
|
|
|
$
|
—
|
|
|
$
|
(117
|
)
|
|
$
|
2,633
|
|
|
March 31,
|
|
June 30,
|
||||
|
2016
|
|
2015
|
||||
Line of credit:
|
|
|
|
||||
Bank of America
|
$
|
62,199
|
|
|
$
|
59,699
|
|
CTBC Bank
|
9,700
|
|
|
9,700
|
|
||
Total line of credit
|
71,899
|
|
|
69,399
|
|
||
Building term loans:
|
|
|
|
||||
Bank of America
|
1,633
|
|
|
3,733
|
|
||
CTBC Bank
|
20,263
|
|
|
21,280
|
|
||
Total building term loans
|
21,896
|
|
|
25,013
|
|
||
Total debt
|
93,795
|
|
|
94,412
|
|
||
Current portion
|
(93,795
|
)
|
|
(93,479
|
)
|
||
Long-term portion
|
$
|
—
|
|
|
$
|
933
|
|
|
•
|
|
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
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net sales:
|
|
|
|
|
|
|
|
||||||||
United States
|
$
|
326,392
|
|
|
$
|
273,631
|
|
|
$
|
1,072,126
|
|
|
$
|
803,757
|
|
Europe
|
93,279
|
|
|
88,259
|
|
|
294,239
|
|
|
269,404
|
|
||||
Asia
|
78,544
|
|
|
74,772
|
|
|
241,595
|
|
|
241,785
|
|
||||
Other
|
34,506
|
|
|
34,563
|
|
|
83,343
|
|
|
102,615
|
|
||||
|
$
|
532,721
|
|
|
$
|
471,225
|
|
|
$
|
1,691,303
|
|
|
$
|
1,417,561
|
|
|
March 31,
|
|
June 30,
|
||||
|
2016
|
|
2015
|
||||
Long-lived assets:
|
|
|
|
||||
United States
|
$
|
135,732
|
|
|
$
|
124,292
|
|
Asia
|
40,627
|
|
|
37,695
|
|
||
Europe
|
3,263
|
|
|
1,051
|
|
||
|
$
|
179,622
|
|
|
$
|
163,038
|
|
|
Three Months Ended
March 31, |
|
Nine Months Ended
March 31, |
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||||||
|
Amount
|
|
Percent of
Net Sales
|
|
Amount
|
|
Percent of
Net Sales
|
|
Amount
|
|
Percent of
Net Sales |
|
Amount
|
|
Percent of
Net Sales |
||||||||||||
Server systems
|
$
|
372,404
|
|
|
69.9
|
%
|
|
$
|
301,953
|
|
|
64.1
|
%
|
|
$
|
1,182,362
|
|
|
69.9
|
%
|
|
$
|
859,818
|
|
|
60.7
|
%
|
Subsystems and accessories
|
160,317
|
|
|
30.1
|
%
|
|
169,272
|
|
|
35.9
|
%
|
|
508,941
|
|
|
30.1
|
%
|
|
557,743
|
|
|
39.3
|
%
|
||||
Total
|
$
|
532,721
|
|
|
100.0
|
%
|
|
$
|
471,225
|
|
|
100.0
|
%
|
|
$
|
1,691,303
|
|
|
100.0
|
%
|
|
$
|
1,417,561
|
|
|
100.0
|
%
|
•
|
Net cash provided by operating activities was
$92.8 million
and
$9.1 million
during
the nine months ended March 31, 2016 and 2015
, respectively. Our cash and cash equivalents, together with our investments, were
$179.1 million
at the end of the
third
quarter of fiscal year 2016, compared with
$98.1 million
at the end of fiscal year 2015. The increase in our cash and cash equivalents, together with our investments at the end of the
third
quarter of fiscal year 2016 was primarily due to
$92.8 million
of cash provided by our operating activities and $0.4 million of borrowings, net of repayments offset in part by $25.1 million of purchases of property and equipment, of which $11.1 million was related to property and equipment installed at our Green Computing Park in San Jose, California, and $3.2 million was related to the implementation of a new ERP system for the U.S. headquarters and our subsidiaries.
|
•
|
Days sales outstanding in accounts receivable (“DSO”) at the end of the
third
quarter of fiscal year 2016 was
51
days, compared with
43
days at the end of fiscal year 2015.
|
•
|
Our inventory balance was
$479.3 million
at the end of the
third
quarter of fiscal year 2016, compared with
$463.5 million
at the end of fiscal year
2015
. Days sales of inventory at the end of the
third
quarter of fiscal year 2016 was
97
days, compared with
83
days at the end of fiscal year 2015. The increase in our inventory was due to lower net sales in the third quarter of fiscal year 2016 as well as to support our anticipated level of growth in net sales in the fourth quarter of fiscal year 2016.
|
•
|
Our purchase commitments with contract manufacturers and suppliers were
$341.6 million
at the end of the
third
quarter of fiscal year 2016 and
$378.3 million
at the end of fiscal year 2015. Included in these non-cancellable commitments are hard disk drive purchase commitments totaling approximately
$116.9 million
, which have terms expiring through
December 2016
. See Note 10 of Notes to our Condensed Consolidated Financial Statements for a discussion of purchase commitments.
|
|
Three Months Ended
March 31, |
|
Change
|
|
Nine Months Ended
March 31, |
|
Change
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||
Server systems
|
$
|
372.4
|
|
|
$
|
302.0
|
|
|
$
|
70.4
|
|
|
23.3
|
%
|
|
$
|
1,182.4
|
|
|
$
|
859.8
|
|
|
$
|
322.6
|
|
|
37.5
|
%
|
Percentage of total net sales
|
69.9
|
%
|
|
64.1
|
%
|
|
|
|
|
|
69.9
|
%
|
|
60.7
|
%
|
|
|
|
|
||||||||||
Subsystems and accessories
|
160.3
|
|
|
169.3
|
|
|
(9
|
)
|
|
(5.3
|
)%
|
|
508.9
|
|
|
557.7
|
|
|
(48.8
|
)
|
|
(8.8
|
)%
|
||||||
Percentage of total net sales
|
30.1
|
%
|
|
35.9
|
%
|
|
|
|
|
|
30.1
|
%
|
|
39.3
|
%
|
|
|
|
|
||||||||||
Total net sales
|
$
|
532.7
|
|
|
$
|
471.2
|
|
|
$
|
61.5
|
|
|
13.1
|
%
|
|
$
|
1,691.3
|
|
|
$
|
1,417.6
|
|
|
$
|
273.7
|
|
|
19.3
|
%
|
|
Three Months Ended
March 31, |
|
Change
|
|
Nine Months Ended
March 31, |
|
Change
|
||||||||||
|
2016
|
|
2015
|
|
%
|
|
2016
|
|
2015
|
|
%
|
||||||
Distributors
|
45.6
|
%
|
|
46.1
|
%
|
|
(0.5
|
)%
|
|
44.2
|
%
|
|
50.3
|
%
|
|
(6.1
|
)%
|
OEMs and direct customers
|
54.4
|
%
|
|
53.9
|
%
|
|
0.5
|
%
|
|
55.8
|
%
|
|
49.7
|
%
|
|
6.1
|
%
|
Total net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
Three Months Ended
March 31, |
|
Change
|
|
Nine Months Ended
March 31, |
|
Change
|
||||||||||
|
2016
|
|
2015
|
|
%
|
|
2016
|
|
2015
|
|
%
|
||||||
United States
|
61.3
|
%
|
|
58.1
|
%
|
|
3.2
|
%
|
|
63.4
|
%
|
|
56.7
|
%
|
|
6.7
|
%
|
Europe
|
17.5
|
%
|
|
18.7
|
%
|
|
(1.2
|
)%
|
|
17.4
|
%
|
|
19.0
|
%
|
|
(1.6
|
)%
|
Asia
|
14.7
|
%
|
|
15.9
|
%
|
|
(1.2
|
)%
|
|
14.3
|
%
|
|
17.1
|
%
|
|
(2.8
|
)%
|
Others
|
6.5
|
%
|
|
7.3
|
%
|
|
(0.8
|
)%
|
|
4.9
|
%
|
|
7.2
|
%
|
|
(2.3
|
)%
|
Total net sales
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
Three Months Ended
March 31, |
|
Change
|
|
Nine Months Ended
March 31, |
|
Change
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||
Total cost of sales
|
$
|
453.6
|
|
|
$
|
394.4
|
|
|
$
|
59.2
|
|
|
15.0
|
%
|
|
$
|
1,433.6
|
|
|
$
|
1,187.1
|
|
|
$
|
246.5
|
|
|
20.8
|
%
|
Total gross profit
|
79.2
|
|
|
76.8
|
|
|
$
|
2.3
|
|
|
3.0
|
%
|
|
257.7
|
|
|
230.5
|
|
|
$
|
27.3
|
|
|
11.8
|
%
|
||||
Total gross margin
|
14.9
|
%
|
|
16.3
|
%
|
|
|
|
(1.4
|
)%
|
|
15.2
|
%
|
|
16.3
|
%
|
|
|
|
(1.1
|
)%
|
|
Three Months Ended
March 31, |
|
Change
|
|
Nine Months Ended
March 31, |
|
Change
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||
Research and development
|
$
|
31.3
|
|
|
$
|
25.5
|
|
|
$
|
5.7
|
|
|
22.4
|
%
|
|
$
|
89.8
|
|
|
$
|
72.5
|
|
|
$
|
17.3
|
|
|
23.9
|
%
|
Percentage of total net sales
|
5.9
|
%
|
|
5.4
|
%
|
|
|
|
|
|
5.3
|
%
|
|
5.1
|
%
|
|
|
|
|
||||||||||
Sales and marketing
|
14.5
|
|
|
12.5
|
|
|
2.0
|
|
|
15.8
|
%
|
|
45.2
|
|
|
34.7
|
|
|
10.5
|
|
|
30.4
|
%
|
||||||
Percentage of total net sales
|
2.7
|
%
|
|
2.6
|
%
|
|
|
|
|
|
2.7
|
%
|
|
2.5
|
%
|
|
|
|
|
||||||||||
General and administrative
|
9.0
|
|
|
7.3
|
|
|
1.7
|
|
|
22.5
|
%
|
|
27.7
|
|
|
17.3
|
|
|
10.4
|
|
|
59.8
|
%
|
||||||
Percentage of total net sales
|
1.7
|
%
|
|
1.6
|
%
|
|
|
|
|
|
1.6
|
%
|
|
1.2
|
%
|
|
|
|
|
||||||||||
Total operating expenses
|
$
|
54.7
|
|
|
$
|
45.3
|
|
|
$
|
9.3
|
|
|
20.6
|
%
|
|
$
|
162.7
|
|
|
$
|
124.5
|
|
|
$
|
38.2
|
|
|
30.7
|
%
|
Percentage of total net sales
|
10.3
|
%
|
|
9.6
|
%
|
|
|
|
|
|
9.6
|
%
|
|
8.8
|
%
|
|
|
|
|
|
Three Months Ended
March 31, |
|
Change
|
|
Nine Months Ended
March 31, |
|
Change
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||
Interest and other income, net
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
N/M*
|
|
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
N/M*
|
|
Interest expense
|
(0.4
|
)
|
|
(0.3
|
)
|
|
(0.1
|
)
|
|
50.5
|
%
|
|
(1.1
|
)
|
|
(0.7
|
)
|
|
(0.5
|
)
|
|
73.9
|
%
|
||||||
Interest and other expense, net
|
$
|
(0.4
|
)
|
|
$
|
(0.3
|
)
|
|
$
|
(0.1
|
)
|
|
55.1
|
%
|
|
$
|
(1.0
|
)
|
|
$
|
(0.6
|
)
|
|
$
|
(0.4
|
)
|
|
79.1
|
%
|
|
Three Months Ended
March 31, |
|
Change
|
|
Nine Months Ended
March 31, |
|
Change
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
||||||||||||||
Provision for income taxes
|
$
|
7.4
|
|
|
$
|
8.1
|
|
|
$
|
(0.8
|
)
|
|
(9.2
|
)%
|
|
$
|
29.0
|
|
|
$
|
30.2
|
|
|
$
|
(1.3
|
)
|
|
(4.2
|
)%
|
Percentage of total net sales
|
1.4
|
%
|
|
1.7
|
%
|
|
|
|
|
|
1.7
|
%
|
|
2.1
|
%
|
|
|
|
|
||||||||||
Effective tax rate
|
30.7
|
%
|
|
26.1
|
%
|
|
|
|
|
|
30.8
|
%
|
|
28.7
|
%
|
|
|
|
|
|
•
|
|
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
|
$
|
4,291
|
|
|
$
|
6,344
|
|
|
$
|
4,593
|
|
|
$
|
2,422
|
|
|
$
|
17,650
|
|
Capital leases, including interest
|
265
|
|
|
449
|
|
|
174
|
|
|
—
|
|
|
888
|
|
|||||
Debt, including interest (1)
|
93,795
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
93,795
|
|
|||||
Purchase commitments (2)
|
341,559
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
341,559
|
|
|||||
Total (3)
|
$
|
439,910
|
|
|
$
|
6,793
|
|
|
$
|
4,767
|
|
|
$
|
2,422
|
|
|
$
|
453,892
|
|
(1)
|
Amount reflects total anticipated cash payments, including anticipated interest payments based on the interest rate at
March 31, 2016
.
|
(2)
|
Amount reflects total gross purchase commitments under our manufacturing arrangements with third-party contract manufacturers or vendors. Our purchase obligations included
$116.9 million
of hard disk drive purchase commitments
|
(3)
|
The table above excludes liabilities for deferred service revenue of
$29.5 million
and unrecognized tax benefits and related interest and penalties accrual of
$15.8 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 9 of Notes to our Condensed Consolidated Financial Statements for a discussion of income taxes.
|
•
|
Initiation of a review of extended warranty and any other deliverables in our bill of materials for all products
|
•
|
Increased oversight and monitoring by our management of extended warranty and other deliverables in our bill of materials for any new products
|
•
|
Documenting and tracking extended warranty and other deliverables in our contract matrix to ensure proper revenue recognition
|
|
•
|
|
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.
|
Exhibit
Number
|
|
Description
|
10.1
|
|
Extension of Credit Agreement with Bank of America dated March 14, 2016
|
10.2
|
|
Extension of Credit Agreement with Bank of America dated April 26, 2016
|
10.3
|
|
Summary of Credit Facilities with CTBC Bank dated April 1, 2016
|
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:
|
May 5, 2016
|
|
/s/ C
HARLES
L
IANG
|
|
|
|
Charles Liang
President, Chief Executive Officer and Chairman of the
Board
(Principal Executive Officer)
|
Date:
|
May 5, 2016
|
|
/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
I
guarantee
|
NTD700MM (NTD100MM)
|
1year
|
l
1
+0
.
25%/
5
‰
annually
|
1.
Collateral: Bade factory
2.
NTD100MM guarantee line included
|
OA loan
|
USD40MM
|
1year
|
COF(1M)+0.30%
|
1.
Clean loan
2.
each transaction
'
s tenor
≤
90 days
3.
OA loan needs to provide list once drawdown
4.
Be financed 80% of Invoice
amount for each transaction
|
Total Cap
|
USD40MM
|
Product Type
|
Proposed Line
amount
|
Tenor
|
Proposed Rate
|
Notes
|
OA loan
|
USD40MM
|
1year
|
COF(1M)+0
.
30%
|
1.
Clean loan
2.
Guarantor: SUPER MICRO COMPUTER TAIWAN
,
INC.
3.
each transaction's tenor
≤
90 days
4.
OA loan needs to provide list once drawdown
5.
Be financed 80% of Invoice
amount for each transaction
|
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:
|
May 5, 2016
|
/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:
|
May 5, 2016
|
/s/ H
OWARD
H
IDESHIMA
|
|
|
Howard Hideshima
Senior Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
|
Date:
|
May 5, 2016
|
/s/ C
HARLES
L
IANG
|
|
|
Charles Liang
President and Chief Executive Officer
(Principal Executive Officer)
|
Date:
|
May 5, 2016
|
/s/ H
OWARD
H
IDESHIMA
|
|
|
Howard Hideshima
Senior Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
|