8-K

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): November 1, 2023

SUPER MICRO COMPUTER, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33383	77-0353939
(State or other jurisdiction<br>of incorporation)	(Commission File Number)	(I.R.S. Employer<br>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 pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange<br>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 2.02	Results of Operations and Financial Condition

On November 1, 2023, Super Micro Computer, Inc. (the “Company”) issued a press release (the “Press Release”) announcing financial results for the quarter ended September 30, 2023. A copy of the Press Release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

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 9.01 | Financial Statements and Exhibits | | --- | --- || (d) Exhibits | | | --- | --- | | Exhibit <br>Number | Description | | 99.1 | Press Release datedNovember 1, 2023 | | 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |

SIGNATURE

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: November 1, 2023	By:	/s/ Charles Liang
		President, Chief Executive Officer and Chairman of the Board<br>(Principal Executive Officer)

Document

Exhibit 99.1

Supermicro Announces First Quarter Fiscal Year 2024 Financial Results

SAN JOSE, Calif. -- November 1, 2023 (BUSINESS WIRE) -- Super Micro Computer, Inc. (Nasdaq: SMCI), a Total IT Solution Manufacturer for AI, Cloud, Storage and 5G/Edge, today announced financial results for its first quarter of fiscal year 2024 ended September 30, 2023.

First Quarter Fiscal Year 2024 Highlights

•Net sales of $2.12 billion versus $2.18 billion in the fourth quarter of fiscal year 2023 and $1.85 billion in the same quarter of last year.

•Gross margin of 16.7% versus 17.0% in the fourth quarter of fiscal year 2023 and 18.8% in the same quarter of last year.

•Net income of $157 million versus $194 million in the fourth quarter of fiscal year 2023 and $184 million in the same quarter of last year.

•Diluted net income per common share of $2.75 versus $3.43 in the fourth quarter of fiscal year 2023 and $3.35 in the same quarter of last year.

•Non-GAAP diluted net income per common share of $3.43 versus $3.51 in the fourth quarter of fiscal year 2023 and $3.42 in the same quarter of last year.

•Cash flow provided by operations for the first quarter of fiscal year 2024 of $271 million and capital expenditures of $3 million.

Non-GAAP gross margin for the first quarter of fiscal year 2024 was 17.0% which adds back stock-based compensation expenses of $6 million. Non-GAAP diluted net income per common share for the first quarter of fiscal year 2024 was $3.43, with adjustments for stock-based compensation expenses of $41 million, net of the related tax effects of $16 million.

As of September 30, 2023, total cash and cash equivalents was $543 million and total bank debt was $146 million.

“I am pleased to announce that we are off to a good start to fiscal 2024, achieving first quarter revenue of $2.12B,” said Charles Liang, President and CEO of Supermicro. “Our teams executed with passion and precision despite the ongoing GPU supply constraints. We are working diligently to meet these challenges and given my confidence in my team and the strong demand we are seeing for AI infrastructure and compelling new and upcoming compute and storage products we are now raising our fiscal year 2024 outlook to $10B - $11B in revenue.”

Business Outlook and Management Commentary

For the second quarter of fiscal year 2024 ending December 31, 2023, the Company expects net sales of $2.7 billion to $2.9 billion, GAAP net income per diluted share of $3.75 to $4.24 and non-GAAP net income per diluted share of $4.40 to $4.88. The Company’s projections for GAAP and non-GAAP net income per diluted share assume a tax rate of approximately 15.7% and 17.1%, respectively, and a fully diluted share count of 57.6 million shares for GAAP and fully diluted share count of 58.3 million shares for non-GAAP. The outlook for second quarter of fiscal year 2024 GAAP net income per diluted share includes approximately $40 million in expected stock-based compensation, net of related tax effects of $13 million that are excluded from non-GAAP net income per diluted share.

For fiscal year 2024 ending June 30, 2024, the Company maintains its guidance for net sales from a range of $10 billion to $11 billion.

Conference Call and Webcast Information

Supermicro will hold a public webcast at 2:00 p.m. PDT today to discuss the results for its first quarter of fiscal year 2024.

Those wishing to access the live webcast may use the following link:

https://events.q4inc.com/attendee/484918945

The conference call can be accessed by registering online at:

https://conferencingportals.com/event/dteAMPMM

After registering, a confirmation will be sent through email, including dial-in details and unique conference call codes for entry. Registration is open during the live call, but to ensure connectivity for the full call, it is recommended that participants register a day in advance and dial-in for the call at least 10 minutes before the start of the call.

A replay of the webcast will be available shortly after the call on the Company’s investor relations website (https://ir.supermicro.com) 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 second quarter of fiscal year 2024 and updated full year fiscal 2024 guidance and the Company's ability to meet supply constraint challenges. 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 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.

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/Edge IT Infrastructure. We are a Total IT Solutions manufacturer with server, AI, storage, IoT, switch systems, software, and support services. Supermicro’s motherboard, power, and chassis design expertise further enables 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)

	September 30,		June 30,
	2023		2023
ASSETS
Current assets:
Cash and cash equivalents	$	543,156	$	440,459
Accounts receivable, net of allowance for credit losses	845,729		1,148,259
Inventories	2,052,805		1,445,564
Prepaid expenses and other current assets	129,144		145,144
Total current assets	3,570,834		3,179,426
Property, plant and equipment, net	291,669		290,240
Deferred income taxes, net	185,675		162,654
Other assets	47,786		42,409
Total assets	$	4,095,964	$	3,674,729
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,084,058	$	776,831
Accrued liabilities	152,500		163,865
Income taxes payable	161,395		129,166
Short-term debt	40,843		170,123
Deferred revenue	166,025		134,667
Total current liabilities	1,604,821		1,374,652
Deferred revenue, non-current	174,478		169,781
Long-term debt	105,389		120,179
Other long-term liabilities	45,737		37,947
Total liabilities	1,930,425		1,702,559
Stockholders’ equity:
Common stock and additional paid-in capital	574,718		538,352
Accumulated other comprehensive income	651		639
Retained earnings	1,590,009		1,433,014
Total Super Micro Computer, Inc. stockholders’ equity	2,165,378		1,972,005
Noncontrolling interest	161		165
Total stockholders’ equity	2,165,539		1,972,170
Total liabilities and stockholders’ equity	$	4,095,964	$	3,674,729

SUPER MICRO COMPUTER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended<br>September 30,
	2023		2022
Net sales	$	2,119,672	$	1,852,130
Cost of sales	1,765,981		1,504,595
Gross profit	353,691		347,535
Operating expenses:
Research and development	111,027		74,243
Sales and marketing	37,230		29,363
General and administrative	32,924		23,806
Total operating expenses	181,181		127,412
Income from operations	172,510		220,123
Other income, net	6,613		8,054
Interest expense	(1,863)		(3,938)
Income before income tax provision	177,260		224,239
Income tax provision	(20,215)		(38,934)
Share of loss from equity investee, net of taxes	(50)		(889)
Net income	$	156,995	$	184,416
Net income per common share:
Basic	$	2.96	$	3.51
Diluted	$	2.75	$	3.35
Weighted-average shares used in calculation of net income per common share:
Basic	53,093		52,598
Diluted	57,185		55,017

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

	Three Months Ended<br>September 30,
	2023		2022
Cost of sales	$	5,904	$	884
Research and development	35,710		6,118
Sales and marketing	5,665		809
General and administrative	10,100		3,203
Stock-based compensation expense	$	57,379	$	11,014

SUPER MICRO COMPUTER, INC.

SELECTED CASH FLOW INFORMATION

(in thousands)

(unaudited)

	Three Months Ended<br>September 30,
	2023		2022
Net cash provided by operating activities	$	270,465	$	313,587
Net cash used in investing activities	(7,631)		(10,746)
Net cash used in financing activities	(159,941)		(331,183)
Effect of exchange rate fluctuations on cash	(203)		(1,472)
Net increase (decrease) in cash, cash equivalents and restricted cash	102,690		(29,813)
Cash, cash equivalents and restricted cash at the beginning of the period	440,960		268,559
Cash, cash equivalents and restricted cash at the end of the period	$	543,650	$	238,746

SUPER MICRO COMPUTER, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended
	September 30, 2023			June 30, 2023			September 30, 2022
GAAP GROSS PROFIT	$	353,691		$	371,696		$	347,535
Stock-based compensation	5,904			989			884
NON-GAAP GROSS PROFIT	$	359,595		$	372,685		$	348,419
GAAP GROSS MARGIN	16.7		%	17.0		%	18.8		%
Stock-based compensation	0.3		%	0.1		%	0.0		%
NON-GAAP GROSS MARGIN	17.0		%	17.1		%	18.8		%
GAAP OPERATING EXPENSE	$	181,181		$	144,941		$	127,412
Stock-based compensation	(51,475)			(11,797)			(10,130)
NON-GAAP OPERATING EXPENSE	$	129,706		$	133,144		$	117,282
GAAP INCOME FROM OPERATIONS	$	172,510		$	226,755		$	220,123
Stock-based compensation	57,379			12,786			11,014
NON-GAAP INCOME FROM OPERATIONS	$	229,889		$	239,541		$	231,137
GAAP OPERATING MARGIN	8.1		%	10.4		%	11.9		%
Stock-based compensation	2.7		%	0.6		%	0.6		%
NON-GAAP OPERATING MARGIN	10.8		%	11.0		%	12.5		%
GAAP TAX EXPENSE	$	20,215		$	31,302		$	38,934
Adjustments to tax provision	16,049			5,304			3,230
NON-GAAP TAX EXPENSE	$	36,264		$	36,606		$	42,164
GAAP NET INCOME	$	156,995		$	193,569		$	184,416
Stock-based compensation	57,379			12,786			11,014
Adjustments to tax provision	(16,049)			(5,304)			(3,230)
NON-GAAP NET INCOME	$	198,325		$	201,051		$	192,200
GAAP NET INCOME PER COMMON SHARE – BASIC	$	2.96		$	3.67		$	3.51
Impact of Non-GAAP adjustments	0.78			0.15			0.14
NON-GAAP NET INCOME PER COMMON SHARE – BASIC	$	3.74		$	3.82		$	3.65
GAAP NET INCOME PER COMMON SHARE – DILUTED	$	2.75		$	3.43		$	3.35
Impact of Non-GAAP adjustments	0.68			0.08			0.07
NON-GAAP NET INCOME PER COMMON SHARE – DILUTED	$	3.43		$	3.51		$	3.42
WEIGHTED-AVERAGE SHARES USED IN COMPUTING NET INCOME PER COMMON SHARE
BASIC – GAAP	53,093			52,679			52,598
BASIC – NON-GAAP	53,093			52,679			52,598

SUPER MICRO COMPUTER, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(in thousands, except per share amounts)

(unaudited)

	Three Months Ended
	September 30, 2023	June 30, 2023	September 30, 2022
DILUTED – GAAP	57,185	56,505	55,017
DILUTED – NON-GAAP	57,846	57,222	56,271