0001375365false00013753652024-08-062024-08-06


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 

FORM 8-K
 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 6, 2024
 

SUPER MICRO COMPUTER, INC.
(Exact name of registrant as specified in its charter)
 

Delaware001-3338377-0353939
(State or other jurisdiction
of incorporation)		(Commission File Number)(I.R.S. Employer
Identification No.)
980 Rock Avenue, San Jose, California 95131
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (408) 503-8000
Not Applicable
(Former name or former address, if changed since last report)
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered or to be registered pursuant to Section 12(b) of the Act:
 
Title of each class Trading
Symbol(s)		 Name of each exchange
on which registered
Common Stock, $0.001 par value SMCI The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨



Item 2.02Results of Operations and Financial Condition


On August 6, 2024, Super Micro Computer, Inc. (the “Company”) issued a press release (the “Press Release”) announcing financial results for the quarter and fiscal year ended June 30, 2024. Such press release also included an announcement that the Company’s Board of Directors has authorized a 10-for-1 forward split (the “Stock Split”) of its common stock, par value $0.001 per share (the “Common Stock”), to be effected through an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) filed with the Secretary of State of the State of Delaware, which is expected to be filed after the close of trading on September 30, 2024. The Amendment will also effect a proportionate increase in the number of shares of authorized Common Stock, and is expected to become effective at 5:00 p.m. Eastern Time on the date of its filing with the Secretary of State of the State of Delaware. Trading in the Common Stock is expected to commence on a split-adjusted basis on October 1, 2024.

The information in, and the exhibit furnished pursuant to, Item 2.02 of this report, including Exhibit 99.1, are being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are not to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language contained in such filing, unless otherwise expressly stated in such filing.

Item 9.01Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number		Description
99.1
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
SUPER MICRO COMPUTER, INC.
Date: August 6, 2024
By:/s/ Charles Liang
President, Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)



Exhibit 99.1

Supermicro Announces Fourth Quarter and Full Fiscal Year 2024
Financial Results

SAN JOSE, Calif. -- August 6, 2024 (BUSINESS WIRE) -- Super Micro Computer, Inc. (Nasdaq: SMCI), a Total IT Solution Provider for AI, Cloud, Storage and 5G/Edge, today announced fourth quarter and full-year financial results for fiscal year 2024 ended June 30, 2024.

Fourth Quarter of Fiscal Year 2024 Highlights

•Net sales of $5.31 billion versus $3.85 billion in the third quarter of fiscal year 2024 and $2.18 billion in the same quarter of last year.

•Gross margin of 11.2% versus 15.5% in the third quarter of fiscal year 2024 and 17.0% in the same quarter of last year.

•Net income of $353 million versus $402 million in the third quarter of fiscal year 2024 and $194 million in the same quarter of last year.

•Diluted net income per common share of $5.51 versus $6.56 in the third quarter of fiscal year 2024 and $3.43 in the same quarter of last year.

•Non-GAAP diluted net income per common share of $6.25 versus $6.65 in the third quarter of fiscal year 2024 and $3.51 in the same quarter of last year.

•Cash flow used in operations for the fourth quarter of fiscal year 2024 of $635 million and capital expenditures of $27 million.
•The Company’s Board of Directors has authorized a 10-for-1 forward split of its common stock and we expect trading to commence on a split-adjusted basis on October 1, 2024.

Non-GAAP gross margin for the fourth quarter of fiscal year 2024 was 11.3%, which adds back stock-based compensation expense of $3 million. Non-GAAP diluted net income per common share for the fourth quarter of fiscal year 2024 was $6.25, with adjustments for stock-based compensation expenses of $52 million, net of the related tax effects of $20 million.



As of June 30, 2024, total cash and cash equivalents was $1,670 million and total bank debt and convertible notes were $2,174 million.
“Supermicro continues to experience record demand of new AI infrastructures propelling fiscal 2024 revenue up 110% year over year to $14.9 billion and non-GAAP earnings per share up 87% to $22.09,” said Charles Liang, President and CEO of Supermicro, “We are well positioned to become the largest IT infrastructure company, driven by our technology leadership including rack-scale DLC liquid cooling and business values of our new Datacenter Building Block Solutions. The investments in Malaysia and Silicon Valley expansions will further strengthen our supply chain, security, and economies of scale necessary for the growing AI revolution.”

Fiscal Year 2024 Summary
Net sales for the fiscal year ended June 30, 2024, were $14.94 billion versus $7.12 billion for the fiscal year ended June 30, 2023. Net income for fiscal year 2024 was $1.21 billion, or $20.09 per diluted share, versus $640 million, or $11.43 per diluted share, for fiscal year 2023. Non-GAAP net income for fiscal year 2024 was $1.34 billion, or $22.09 per diluted share, versus $673 million, or $11.81 per diluted share, for fiscal year 2023. Non-GAAP net income for fiscal year 2024 adds back stock-based compensation expense of $135 million, net of the related tax effects of $93 million.

Business Outlook and Management Commentary
For the first quarter of fiscal year 2025 ending September 30, 2024, the Company expects net sales of $6.0 billion to $7.0 billion, GAAP net income per diluted share of $5.97 to $7.66 and non-GAAP net income per diluted share of $6.69 to $8.27. The Company’s projections for GAAP and non-GAAP net income per diluted share assume a tax rate of approximately 9.9% and 14.6%, respectively, and a fully diluted share count of 65 million shares for GAAP and fully diluted share count of 66 million shares for non-GAAP. The outlook for Q1 of fiscal year 2025 GAAP net income per diluted share includes approximately $48 million in expected stock-based compensation expense and other expenses, net of related tax effects of $35 million, which are excluded from non-GAAP net income per diluted share.

For fiscal year 2025 ending June 30, 2025, the Company expects net sales of $26.0 billion to $30.0 billion.

Conference Call and Webcast Information
Supermicro will present a live audio webcast of a conference call to review its fourth quarter of fiscal year 2024 on Tuesday, August 6, 2024, at 5:00 p.m. ET / 2:00 p.m. PT.


The webcast will be available at https://ir.supermicro.com.

A replay of the webcast will be available shortly after the call at the same website and will remain accessible for one year.

Cautionary Statement Regarding Forward-Looking Statements
Statements contained in this press release that are not historical fact may be forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward looking statements may relate to, among other things, the first quarter of fiscal year 2025 and full year fiscal 2025 guidance, the ability to continue to see record demand for new AI infrastructure, the ability to become a dominant IT infrastructure Company, and the ability of investments in certain expansions to strengthen the supply chain, security, and economies of scale for growth. Such forward looking statements do not constitute guarantees of future performance and are subject to a variety of risks and uncertainties that could cause our actual results to differ materially from those anticipated, including: (i) our quarterly operating results may fluctuate, which could cause rapid declines in our stock price, (ii) as we increasingly target larger customers and larger sales opportunities, our customer base may become more concentrated, our cost of sales may increase, our margins may be lower and our sales may be less predictable, (iii) if we fail to meet publicly announced financial guidance or other expectations about our business, our stock could decline in value, (iv) the average sales prices for our server solutions could decline if customers do not continue to purchase our latest generation products or additional components, and (v) adverse economic conditions may harm our business. Additional factors that could cause actual results to differ materially from those projected or suggested in any forward looking statements are contained in our filings with the Securities and Exchange Commission, including those factors discussed under the caption "Risk Factors" in such filings, particularly in our Annual Report on Form 10-K for our fiscal year ended June 30, 2023, and Quarterly Reports on Form 10-Q filed thereafter.



Use of Non-GAAP Financial Measures
Non-GAAP gross margin discussed in this press release adds back stock-based compensation expenses. Non-GAAP diluted net income per common share discussed in this press release adds back stock-based compensation expenses and litigation expense recovery adjusted for the related tax effects. Management presents non-GAAP financial measures because it considers them to be important supplemental measures of performance. Management uses the non-GAAP financial measures for planning purposes, including analysis of the Company's performance against prior periods, the preparation of operating budgets and to determine appropriate levels of operating and capital investments. Management also believes that the non-GAAP financial measures provide additional insight for analysts and investors in evaluating the Company's financial and operational performance. However, these non-GAAP financial measures have limitations as an analytical tool and are not intended to be an alternative to financial measures prepared in accordance with GAAP. A reconciliation of GAAP gross margin to non-GAAP gross margin and from GAAP diluted net income per common share to non-GAAP diluted net income per common share is included in the tables below.

About Super Micro Computer, Inc.
About Super Micro Computer, Inc. Supermicro (NASDAQ: SMCI) is a global leader in Application-Optimized Total IT Solutions. Founded and operating in San Jose, California, Supermicro is committed to delivering first to market innovation for Enterprise, Cloud, AI, and 5G Telco/Edge IT Infrastructure. We are a Total IT Solutions Provider with server, AI, storage, IoT, switch systems, software, and support services. Supermicro's motherboard, power, and chassis design expertise further enable our development and production, enabling next generation innovation from cloud to edge for our global customers. Our products are designed and manufactured in-house (in the US, Taiwan, and the Netherlands), leveraging global operations for scale and efficiency and optimized to improve TCO and reduce environmental impact (Green Computing). The award-winning portfolio of Server Building Block Solutions® allows customers to optimize for their exact workload and application by selecting from a broad family of systems built from our flexible and reusable building blocks that support a comprehensive set of form factors, processors, memory, GPUs, storage, networking, power, and cooling solutions (air-conditioned, free air cooling or liquid cooling).

Supermicro, Server Building Block Solutions, and We Keep IT Green are trademarks and/or registered trademarks of Super Micro Computer, Inc.




Investor Relations Contact:
Nicole Noutsios

email: ir@supermicro.com



SUPER MICRO COMPUTER, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
 (unaudited)

June 30,June 30,
20242023
ASSETS
Current assets:
Cash and cash equivalents$1,669,766 $440,459 
Accounts receivable, net of allowance for credit losses2,668,415 1,148,259
Inventories4,407,972 1,445,564
Prepaid expenses and other current assets308,471 145,144
Total current assets9,054,624 3,179,426 
Property, plant and equipment, net414,008 290,240 
Deferred income taxes, net359,656 162,654 
Other assets114,952 42,409 
Total assets$9,943,240 $3,674,729 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$1,545,050 $776,831 
Accrued liabilities237,921 163,865 
Income taxes payable18,268 129,166 
Lines of credit and current portion of term loans402,346 170,123 
Deferred revenue200,360 134,667 
Total current liabilities2,403,945 1,374,652 
Deferred revenue, non-current226,493 169,781 
Term loans74,083 120,179 
Convertible notes1,697,716— 
Other long-term liabilities71,343 37,947 
Total liabilities4,473,580 1,702,559 
Stockholders’ equity:
Common stock and additional paid in capital 2,827,627 538,352 
Accumulated other comprehensive income706 639 
Retained earnings2,641,163 1,433,014 
Total Super Micro Computer, Inc. stockholders’ equity5,469,496 1,972,005 
Noncontrolling interest164 165 
Total stockholders’ equity5,469,660 1,972,170 
Total liabilities and stockholders’ equity$9,943,240 $3,674,729 

SUPER MICRO COMPUTER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
 (unaudited)

 Three Months Ended June 30,Years Ended June 30,
 2024202320242023
Net sales$5,308,192 $2,184,861 $14,942,854 $7,123,482 
Cost of sales4,711,844 1,813,165 12,831,125 5,840,470 
Gross profit596,348 371,696 2,111,729 1,283,012 
Operating expenses:
Research and development 126,849 84,802 462,926 307,260 
Sales and marketing55,740 31,905 189,515 115,025 
General and administrative70,355 28,234 193,596 99,585 
Total operating expenses252,944 144,941 846,037 521,870 
Income from operations343,404 226,755 1,265,692 761,142 
Other income, net 13,955 2,005 22,717 3,646 
Interest expense(3,112)(3,509)(19,352)(10,491)
Income before income tax provision354,247 225,251 1,269,057 754,297 
Income tax provision(994)(31,302)(62,729)(110,666)
Share of (loss) income from equity investee, net of taxes(526)(380)1,821 (3,633)
Net income(1)
$352,727 $193,569 $1,208,149 $639,998 
Net income per common share:
Basic$6.01 $3.67 $21.73 $12.09 
Diluted$5.51 $3.43 $20.09 $11.43 
Weighted-average shares used in calculation of net income per common share:
Basic58,688 52,679 55,588 52,925 
Diluted64,208 56,505 60,215 55,970 

(1) Net income for diluted net income per share calculation includes the add-backs of convertible notes interest charge, net of tax of $1,095 and $0, for the three months ended June 30, 2024 and 2023, respectively. Net income for diluted net income per share calculation includes the add-backs of convertible notes interest charge, net of tax of $1,480 and $0, for the year ended June 30, 2024 and 2023, respectively.
















SUPER MICRO COMPUTER, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
 (unaudited)

Stock-based compensation is included in the following cost and expense categories by period (in thousands):

 Three Months Ended June 30,Years Ended June 30,
 2024202320242023
Cost of sales$3,185 $989 $15,865 $4,574 
Research and development28,8907,187114,895 30,736 
Sales and marketing6,1971,12821,195 4,599 
General and administrative33,3803,48276,244 14,524 
Stock-based compensation expense $71,652 $12,786 $228,199 $54,433 

SUPER MICRO COMPUTER, INC.
SELECTED CASH FLOW INFORMATION
(in thousands)
 (unaudited)

Years Ended June 30,
20242023
Net cash (used in) provided by operating activities$(2,479,437)$663,580 
Net cash used in investing activities(200,783)(39,486)
Net cash provided by (used in) financing activities3,911,724 (448,293)
Effect of exchange rate fluctuations on cash(2,191)(3,400)
Net increase in cash, cash equivalents and restricted cash1,229,313 172,401 
Cash, cash equivalents and restricted cash at the beginning of the year440,960 268,559 
Cash, cash equivalents and restricted cash at the end of the year$1,670,273 $440,960 


SUPER MICRO COMPUTER, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(in thousands, except per share amounts)
 (unaudited)

Three Months Ended
June 30,		Twelve Months Ended
June 30,
2024202320242023
GAAP GROSS PROFIT$596,348 $371,696 $2,111,729 $1,283,012 
Stock-based compensation3,185 989 15,865 4,574 
NON-GAAP GROSS PROFIT$599,533 $372,685 $2,127,594 $1,287,586 
GAAP GROSS MARGIN11.2 %17.0 %14.1 %18.0 %
Stock-based compensation 0.1 %0.1 %0.1 %0.1 %
NON-GAAP GROSS MARGIN11.3 %17.1 %14.2 %18.1 %
GAAP OPERATING EXPENSES$252,944 $144,941 $846,037 $521,870 
Stock-based compensation(68,467)(11,797)(212,334)(49,859)
Litigation expense recovery— — — 3,770 
NON-GAAP OPERATING EXPENSES$184,477 $133,144 $633,703 $475,781 
GAAP INCOME FROM OPERATIONS$343,404 $226,755 $1,265,692 $761,142 
Stock-based compensation 71,652 12,786 228,199 54,433 
Litigation expense recovery— — — (3,770)
NON-GAAP INCOME FROM OPERATIONS$415,056 $239,541 $1,493,891 $811,805 
GAAP OPERATING MARGIN6.5 %10.4 %8.5 %10.7 %
Stock-based compensation1.3 %0.6 %1.5 %0.8 %
Litigation expense recovery
— %— %— %(0.1)%
NON-GAAP OPERATING MARGIN7.8 %11.0 %10.0 %11.4 %
GAAP TAX EXPENSE$994 $31,302 $62,729 $110,666 
Adjustments to tax provision20,167 5,304 92,808 17,267 
NON-GAAP TAX EXPENSE$21,161 $36,606 $155,537 $127,933 
GAAP NET INCOME$352,727 $193,569 $1,208,149 $639,998 
Stock-based compensation 71,652 12,786 228,199 54,433 
Litigation expense recovery— — — (3,770)
Adjustments to tax provision(20,167)(5,304)(92,808)(17,267)
NON-GAAP NET INCOME$404,212 $201,051 $1,343,540 $673,394 
GAAP NET INCOME - BASIC$352,727 $193,569 $1,208,149 $639,998 
Convertible notes interest charge, net of tax1,095 — 1,480 — 
GAAP NET INCOME - DILUTED$353,822 $193,569 $1,209,629 $639,998 
NON-GAAP NET INCOME - BASIC$404,212 $201,051 $1,343,540 $673,394 
Convertible notes interest charge, net of tax1,095 — 1,480 — 
NON-GAAP NET INCOME - DILUTED$405,307 $201,051 $1,345,020 $673,394 

SUPER MICRO COMPUTER, INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(in thousands, except per share amounts)
 (unaudited)

Three Months Ended
June 30,		Twelve Months Ended
June 30,
2024202320242023
GAAP NET INCOME PER COMMON SHARE – BASIC$6.01 $3.67 $21.73 $12.09 
Impact of NON-GAAP adjustments0.88 0.152.440.63
NON-GAAP NET INCOME PER COMMON SHARE – BASIC$6.89 $3.82 $24.17 $12.72 
GAAP NET INCOME PER COMMON SHARE – DILUTED$5.51 $3.43 $20.09 $11.43 
Impact of Non-GAAP adjustments0.74 0.082.000.38
NON-GAAP NET INCOME PER COMMON SHARE – DILUTED$6.25 $3.51 $22.09 $11.81 
WEIGHTED-AVERAGE SHARES USED IN COMPUTING NET INCOME PER COMMON SHARE
BASIC – GAAP58,688 52,679 55,588 52,925 
BASIC – NON-GAAP58,688 52,679 55,588 52,925 
DILUTED – GAAP64,208 56,505 60,215 55,970 
DILUTED – NON-GAAP64,827 57,222 60,886 57,027 

Non-GAAP diluted net income per common share for the third quarter of fiscal year 2024 was $6.65, with adjustments for stock-based compensation expenses of $9 million, net of the related tax effect of $47 million.

v3.24.2.u1
Cover
Aug. 06, 2024
Cover [Abstract]  
Document Type 8-K
Entity Registrant Name SUPER MICRO COMPUTER, INC.
Entity Incorporation, State or Country Code DE
Entity File Number 001-33383
Entity Tax Identification Number 77-0353939
Entity Address, Address Line One 980 Rock Avenue
Entity Address, City or Town San Jose
Entity Address, State or Province CA
Entity Address, Postal Zip Code 95131
City Area Code 408
Local Phone Number 503-8000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value
Trading Symbol SMCI
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0001375365
Amendment Flag false
Document Period End Date Aug. 06, 2024
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