Document
false0001375365 0001375365 2020-08-11 2020-08-11

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 11, 2020
 

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


 
 
 
 
 
Delaware
 
001-33383
 
77-0353939
(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, including area code: (408503-8000
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 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 August 11, 2020, Super Micro Computer, Inc. (the “Company”) issued a press release (the “Press Release”) announcing preliminary financial information for the quarter and fiscal year ended June 30, 2020. 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
Number
 
Description
 
 
99.1
 
 
 
104
 
The 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 11, 2020
 
 
 
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 Year Fiscal Year 2020
Financial Results and Stock Repurchase Authorization


SAN JOSE, Calif. -- August 11, 2020 (BUSINESS WIRE) -- Super Micro Computer, Inc. (Nasdaq: SMCI), a global leader in high-performance, high-efficiency server and storage technology and green computing, today announced fourth quarter and full-year financial results for fiscal year 2020 ended June 30, 2020.

Fourth Quarter of Fiscal Year 2020 Highlights

Net sales of $896 million versus $772 million in the third quarter of fiscal year 2020 and $854 million in the same quarter of last year.

Gross margin of 13.8% versus 17.3% in the third quarter of fiscal year 2020 and 15.5% in the same quarter of last year.

Net income of $18 million versus $16 million in the third quarter of fiscal year 2020 and $24 million in the same quarter of last year.

Diluted net income per common share of $0.34 versus $0.29 in the third quarter of fiscal year 2020 and $0.46 in the same quarter of last year.

Non-GAAP diluted net income per common share of $0.68 versus $0.84 in the third quarter of fiscal year 2020 and $0.69 in the same quarter of last year.

Cash flow used in operations of $96 million and capital expenditures of $9 million.

Non-GAAP gross margin for the fourth quarter of fiscal year 2020 was 14.0%, which adds back stock-based compensation expense of $0.4 million, one-time employee performance bonuses of $1.2 million, and certain other expenses. Non-GAAP diluted net income per common share for the fourth quarter of fiscal year 2020 was $0.68, which adds back stock-based




compensation expense of $5.4 million, one-time employee performance bonuses of $17.4 million, controls remediation costs of $1.0 million and other expenses of $0.7 million, less tax effects of $5.1 million.

As of June 30, 2020, total cash, cash equivalents and restricted cash was $212 million and bank debt was $29 million.

Fiscal Year 2020 Summary
Net sales for the fiscal year ended June 30, 2020, were $3.34 billion versus $3.50 billion for the fiscal year ended June 30, 2019. Net income for fiscal year 2020 was $84 million, or $1.60 per diluted share, versus $72 million, or $1.39 per diluted share, for fiscal year 2019. Non-GAAP net income for the fiscal year 2020 was $150 million, or $2.77 per diluted share, versus $134 million, or $2.51 per diluted share, for fiscal year 2019. Non-GAAP net income for the fiscal year 2020 adds back stock-based compensation expense of $20.2 million, one-time employee performance bonuses of $27.7 million, legal settlement costs of $17.5 million, controls remediation costs of $13.9 million, and other expenses of $0.7 million, less tax effects of $14.0 million.

Business Outlook and Management Commentary
The Company expects net sales of $720 million to $800 million, GAAP net income per diluted share of $0.03 to $0.27 and non-GAAP net income per diluted share of $0.10 to $0.35 for the first quarter of fiscal year 2021 ending September 30, 2020. The company’s projections for GAAP and non-GAAP net income per diluted share both assume a tax rate of approximately 18% and a fully diluted share count of 56.3 million shares. The outlook for Q1 of fiscal year 2021 GAAP net income per diluted share includes approximately $5.0 million in expected stock-based compensation expense, one-time employee performance bonuses and controls remediation expenses, and other expense that are excluded from non-GAAP net income per diluted share.

"Our 5% year-over-year Q4 revenue growth in a very dynamic business environment demonstrates our continuing market engagement in Edge applications and with internet data center customers, both of which grew double-digits year-on-year,” said Charles Liang, Chairman and Chief Executive Officer. “We also delivered Q4 non-GAAP EPS that was relatively stable year-on-year despite elevated costs resulting from the impact of COVID-19 on our operations. While our Q1 outlook reflects continued pressures from unprecedented market developments, we are very encouraged as we look to the future, as the digital world continues to progress, evolve, and grow. We are using this period of disruption as an opportunity to invest in long-term growth and optimize our workforce and strategy. A key strategic action we are taking is shifting a greater portion of our




operations and R&D to our Taiwan campus, which will result in lower costs. We remain committed to re-accelerating our revenue growth and resuming our long history of market share gain.”


Share Repurchase Authorization

The Company also announced today that, its Board of Directors has authorized a stock repurchase program pursuant to which the Company may repurchase up to $30 million of its common stock. The stock repurchase program is effective until December 31, 2020 or until the maximum amount of common stock is repurchased.

“By implementing this stock repurchase program, we can utilize our cash on hand to increase stockholder value while maintaining sufficient cash resources to fund our operations. The stock repurchase program reflects our ongoing commitment to improving the value of our common stock,” said Charles Liang, Chairman and CEO of the Company.

Stock repurchases may be made from time to time at prevailing prices in the open market, including pursuant to a Rule 10b5-1 plan. There can be no assurance of how many shares will be repurchased, and the repurchase program may be suspended for periods or discontinued at any time. The timing and amount of any shares repurchased will be determined based on an evaluation of market conditions and other factors. Share repurchases will be funded with cash on hand.

The Company had approximately 52,436,981 shares of common stock outstanding on August 10, 2020.

Conference Call and Webcast Information
The Company will hold a phone conference to answer questions from institutional investors and financial analysts beginning at 2:00 p.m. Pacific Time (PT) on August 11, 2020.

The conference call can be accessed by registering online at:
http://www.directeventreg.com/registration/event/1269132

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

The webcast can be accessed by registering online at:
https://event.on24.com/wcc/r/2520942/CE280B9580467B7EEFD5180716B005EC





A replay of the webcast will be available shortly after the call for one year at ir.supermicro.com.

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 the fiscal year 2021 guidance and the ability to execute on the company strategy during the global COVID-19 pandemic. 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) the global COVID-19 pandemic continues to present significant uncertainties for all parts of our business including our supply chain, our production operations and customer demand, (ii) our quarterly operating results may fluctuate, which could cause rapid declines in our stock price, (iii) 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, (iv) if we fail to meet publicly announced financial guidance or other expectations about our business, our stock could decline in value, (v) 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 (vi) 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, 2019 and our Quarterly Report on Form 10-Q for our quarterly period ended March 31, 2020.

Use of Non-GAAP Financial Measures
Non-GAAP gross margin discussed in this press release adds back stock-based compensation expense, one-time employee performance bonuses and other expenses. Non-GAAP operating expenses discussed in this press release adds back stock-based compensation expense, legal settlement costs, one-time employee performance bonuses, other expenses, and controls remediation. Non-GAAP income from operations discussed in this press release adds back stock-based compensation expense, legal settlement costs, one-time employee performance bonuses, other expenses and controls remediation. Non-GAAP diluted net income and non-GAAP net income per common share discussed in this press release adds back stock-based compensation expense, one-time employee performance bonuses, legal settlement costs, other expenses, controls remediation, impairment of investment, and less the related tax effects of the applicable items. 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 gross margin to non-GAAP gross margin and from diluted net income per common share to non-GAAP diluted net income per common share is included in the tables below.

Financial Statements are Preliminary
As the Company has not yet finished its year-end annual close procedures, and the audit of its fiscal year 2020 consolidated financial statements is not complete, the anticipated financial information presented in this press release is preliminary, subject to final year-end closing adjustments, and may change materially. The information presented above has not been audited by the Company’s independent accountants, should not be considered a substitute for audited financial statements, and should not be regarded as a representation by the Company as to the actual financial results for the fourth quarter of the fiscal year 2020 or the fiscal year ended June 30, 2020.

About Super Micro Computer, Inc.
Supermicro (Nasdaq:SMCI), the leading innovator in high-performance, high-efficiency server and storage technology is a premier provider of advanced server Building Block Solutions® for Enterprise Data Center, Cloud Computing, Artificial Intelligence, and Edge Computing Systems worldwide. Supermicro is committed to protecting the environment through its “We Keep IT Green®” initiative and provides customers with the most energy-efficient, environmentally-friendly solutions available on the market.

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

All other brands, names and trademarks are the property of their respective owners.






Investor Relations Contact:

James Kisner
Vice President, Investor Relations
(669) 284-1259
email: [email protected]







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


 
June 30,
 
June 30,
 
2020
 
2019
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
210,533

 
$
248,164

Accounts receivable, net of allowances
403,745

 
393,624

Inventories
851,498

 
670,188

Prepaid expenses and other current assets
126,985

 
109,795

Total current assets
1,592,761

 
1,421,771

Investment in equity investee
2,703

 
1,701

Property, plant and equipment, net
233,785

 
207,337

Deferred income taxes, net
54,898

 
41,126

Other assets
34,499

 
10,659

Total assets
$
1,918,646

 
$
1,682,594

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
417,673

 
$
360,470

Accrued liabilities
155,401

 
114,678

Income taxes payable
4,700

 
13,021

Short-term debt
23,704

 
23,647

Deferred revenue
106,157

 
94,153

Total current liabilities
707,635

 
605,969

Deferred revenue, non-current
97,612

 
109,266

Long-term debt
5,697

 

Other long-term liabilities
41,995

 
26,183

Total liabilities
852,939

 
741,418

Stockholders’ equity:
 
 
 
 
 
 
 
Common stock and Additional Paid In Capital 
389,972

 
349,683

Treasury stock
(20,491
)
 
(20,491
)
Accumulated other comprehensive loss
(152
)
 
(80
)
Retained earnings
696,211

 
611,903

Total Super Micro Computer, Inc. stockholders’ equity
1,065,540

 
941,015

Noncontrolling interest
167

 
161

Total stockholders’ equity
1,065,707

 
941,176

Total liabilities and stockholders’ equity
$
1,918,646

 
$
1,682,594




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


 
Three Months Ended June 30,
 
Years Ended June 30,
 
2020
 
2019
 
2020
 
2019
Net sales
$
896,126

 
$
854,234

 
$
3,339,281

 
$
3,500,360

Cost of sales
772,609

 
722,200

 
2,813,071

 
3,004,838

Gross profit
123,517

 
132,034

 
526,210

 
495,522

Operating expenses:
 
 
 
 
 
 
 
Research and development
66,748

 
46,189

 
221,478

 
179,907

Sales and marketing
21,080

 
20,691

 
85,137

 
77,154

General and administrative
26,261

 
35,014

 
133,941

 
141,228

Total operating expenses
114,089

 
101,894

 
440,556

 
398,289

Income from operations
9,428

 
30,140

 
85,654

 
97,233

Other income (expense), net
(700
)
 
(1,727
)
 
1,410

 
(1,020
)
Interest expense
(606
)
 
(1,210
)
 
(2,236
)
 
(6,690
)
Income before income tax
8,122

 
27,203

 
84,828

 
89,523

Income tax benefit (provision)
6,860

 
(4,344
)
 
(2,922
)
 
(14,884
)
Share of income (loss) from equity investee, net of taxes
3,468

 
851

 
2,402

 
(2,721
)
Net income
$
18,450

 
$
23,710

 
$
84,308

 
$
71,918

Net income per common share:
 
 
 
 
 
 
 
Basic
$
0.35

 
$
0.47

 
$
1.65

 
$
1.44

Diluted
$
0.34

 
$
0.46

 
$
1.60

 
$
1.39

Weighted-average shares used in calculation of net income per common share:
 
 
 
 
 
 
 
Basic
52,240

 
50,137

 
50,987

 
49,917

Diluted
54,218

 
51,975

 
52,838

 
51,716


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,
 
2020
 
2019
 
2020
 
2019
Cost of sales
$
355

 
$
407

 
$
1,504

 
$
1,663

Research and development
2,903

 
3,165

 
12,202

 
12,981

Sales and marketing
404

 
446

 
1,680

 
1,805

General and administrative
1,704

 
1,085

 
4,803

 
4,735

Stock-based compensation expense
$
5,366

 
$
5,103

 
$
20,189

 
$
21,184




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


 
Years Ended June 30,
 
2020
 
2019
 
Net cash provided (used in) by operating activities
$
(30,334
)
 
$
262,554

 
Net cash used in investing activities
(43,588
)
 
(24,849
)
 
Net cash provided (used in) financing activities
23,796

 
(95,828
)
 
Effect of exchange rate fluctuations on cash
376

 
(119
)
 
Net change in cash equivalents and restricted cash
(49,750
)
 
141,758

 
Cash, cash equivalents and restricted cash at the beginning of the period
262,140

 
120,382

 
Cash, cash equivalents and restricted cash at the end of the period
$
212,390

 
$
262,140

 




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


 
Three Months Ended
June 30,
 
Twelve Months Ended
June 30,
 
2020
 
2019
 
2020
 
2019
GAAP GROSS PROFIT
$
123,517

 
$
132,034

 
$
526,210

 
$
495,522

Stock-based compensation
355

 
407

 
1,504

 
1,663

One-time employee performance bonuses
1,201

 

 
4,072

 

Other expenses
39

 

 
39

 

Non-GAAP GROSS PROFIT
$
125,112

 
$
132,441

 
$
531,825

 
$
497,185

 
 
 
 
 
 
 
 
GAAP GROSS MARGIN
13.8
%
 
15.5
%
 
15.8
%
 
14.2
%
Stock-based compensation
0.0
%
 
0.0
%
 
0.0
%
 
0.0
%
One-time employee performance bonuses
0.2
%
 
0.0
%
 
0.1
%
 
0.0
%
Other expenses
0.0
%
 
0.0
%
 
0.0
%
 
0.0
%
Non-GAAP GROSS MARGIN
14.0
%
 
15.5
%
 
15.9
%
 
14.2
%
 
 
 
 
 
 
 
 
GAAP OPERATING EXPENSES
$
114,089

 
$
101,894

 
$
440,556

 
$
398,289

Stock-based compensation
(5,011
)
 
(4,696
)
 
(18,685
)
 
(19,521
)
Legal settlement costs

 

 
(17,500
)
 

One-time employee performance bonuses
(16,224
)
 

 
(23,682
)
 

Other expenses
(638
)
 

 
(638
)
 

Controls remediation
(1,004
)
 
(10,364
)
 
(13,863
)
 
(56,917
)
Non-GAAP OPERATING EXPENSES
$
91,212

 
$
86,834

 
$
366,188

 
$
321,851

 
 
 
 
 
 
 
 
GAAP INCOME FROM OPERATIONS
$
9,428

 
$
30,140

 
$
85,654

 
$
97,233

Stock-based compensation
5,366

 
5,103

 
20,189

 
21,184

Legal settlement costs

 

 
17,500

 

One-time employee performance bonuses
17,425

 

 
27,754

 

Other expenses
677

 

 
677

 

Controls remediation
1,004

 
10,364

 
13,863

 
56,917

Non-GAAP INCOME FROM OPERATIONS
$
33,900

 
$
45,607

 
$
165,637

 
$
175,334

 
 
 
 
 
 
 
 
GAAP NET INCOME
$
18,450

 
$
23,710

 
84,308

 
$
71,918

Stock-based compensation
5,366

 
5,103

 
20,189

 
21,184

Legal settlement costs

 

 
17,500

 

One-time employee performance bonuses
17,425

 

 
27,754

 

Other expenses
677

 

 
677

 

Controls remediation
1,004

 
10,364

 
13,863

 
56,917

Impairment of investment

 
2,000

 

 
2,661

Adjustments to tax provision
(5,101
)
 
(4,133
)
 
(13,969
)
 
(19,110
)
Non-GAAP NET INCOME
$
37,821

 
$
37,044

 
$
150,322

 
$
133,570

 
 
 
 
 
 
 
 
GAAP NET INCOME PER COMMON SHARE – BASIC
$
0.35

 
$
0.47

 
$
1.65

 
$
1.44

Impact of Non-GAAP adjustments
0.37

 
0.27

 
1.30

 
1.24

Non-GAAP NET INCOME PER COMMON SHARE – BASIC
$
0.72

 
$
0.74

 
$
2.95

 
$
2.68

 
 
 
 
 
 
 
 



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


GAAP NET INCOME PER COMMON SHARE – DILUTED
$
0.34

 
$
0.46

 
$
1.60

 
$
1.39

Impact of Non-GAAP adjustments
0.34

 
0.23

 
1.17

 
1.12

Non-GAAP NET INCOME PER COMMON SHARE – DILUTED
$
0.68

 
$
0.69

 
$
2.77

 
$
2.51

 
 
 
 
 
 
 
 
WEIGHTED-AVERAGE SHARES USED IN COMPUTING NET INCOME PER COMMON SHARE
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
BASIC – GAAP
52,240

 
50,137

 
50,987

 
49,917

BASIC – Non-GAAP
52,240

 
50,137

 
50,987

 
49,917

 
 
 
 
 
 
 
 
DILUTED – GAAP
54,218

 
51,975

 
52,838

 
51,716

DILUTED – Non-GAAP
55,595

 
53,431

 
54,317

 
53,127