SUPER MICRO COMPUTER, INC.
FORM 10-K
(Annual Report)
Filed 8/28/2007 For Period Ending 6/30/2007
Address
980 ROCK AVENUE
Telephone
CIK
Industry
Sector
Fiscal Year
SAN JOSE, California 95131
408-503-8000
0001375365
Software & Programming
Technology
06/30
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the fiscal year ended June 30, 2007
or
(cid:1)(cid:1)(cid:1)(cid:1) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from to
Commission File Number 001-33383
Super Micro Computer, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
77-0353939
(I.R.S. Employer
Identification No.)
980 Rock Avenue
San Jose, CA 95131
(Address of principal executive offices, including zip code)
(408) 503-8000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.001 par value per share
Name of each exchange on which registered
The Nasdaq Stock Market, Inc.
Securities registered pursuant to section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes (cid:1) No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:1)
No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No (cid:1)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
Large accelerated filer (cid:1) Accelerated filer (cid:1) Non-accelerated filer
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act) Yes (cid:1) No
As of December 31, 2006, the last business day of our most recently completed second fiscal quarter, the registrant’s common stock was
not listed on any exchange or over-the-counter market. The registrant’s common stock began trading on the Nasdaq Global Market on
March 29, 2007.
The number of shares of the registrant’s common stock outstanding as of August 20, 2007 was 30,283,434 shares.
Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K incorporate by reference information from the Registrant’s
proxy statement to be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended June 30, 2007 in connection
with the solicitation of proxies for the Registrant’s 2007 Annual Meeting of Stockholders.
DOCUMENTS INCORPORATED BY REFERENCE
Table of Contents
SUPER MICRO COMPUTER, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JUNE 30, 2007
TABLE OF CONTENTS
PART I
Page
Business
Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4.
Properties
Legal Proceedings
Submission of Matters to a Vote of Security Holders
PART II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 5.
Item 6.
Item 7.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Item 8.
Item 9.
Item 9A. Controls and Procedures
Item 9B. Other Information
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 10. Directors and Executive Officers of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions
Item 14. Principal Accountant Fees and Services
PART III
Item 15. Exhibits and Financial Statement Schedules
Signatures
PART IV
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17
35
35
36
37
37
40
41
53
54
80
80
80
81
81
81
81
81
82
83
This section and other parts of this Form 10-K contain “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, as amended (Exchange Act) that involve risks and uncertainties. These
statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by
terminology including “would,” “could,” “may,” “will,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,”
“predict,” “potential,” or “continue,” the negative of these terms or other comparable terminology. In evaluating these statements, you should
specifically consider various factors, including the risks described under “Risk Factors” below and in other parts of this Form 10-K. These
factors may cause our actual results to differ materially from those anticipated or implied in the forward-looking statements. We undertake no
obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. We
cannot guarantee future results, levels of activity, performance or achievements.
Table of Contents
ITEM 1. Business
Overview
PART I
We design, develop, manufacture and sell application optimized, high performance server solutions based on an innovative, modular and
open-standard x86 architecture. Our solutions include a range of complete server systems as well as components. We offer our clients a high
degree of flexibility and customization by providing what we believe to be the industry’s broadest array of server components, which are
interoperable and can be configured to create complete server systems. Our server systems and components are architected to provide high
levels of reliability, quality and scalability, thereby enabling benefits in the areas of performance, thermal management, power efficiency and
total cost of ownership. We base our solutions on open standard components, such as processors from Intel and AMD and our solutions can run
on the Linux and Windows operating systems.
We perform the majority of our research and development efforts in-house, which increases the communication and collaboration
between design teams, streamlines the development process and reduces time-to-market. We have developed a set of design principles which
allow us to aggregate individual industry standard materials to develop proprietary components, such as serverboards, chassis and power
supplies. This building block approach allows us to provide a broad range of SKUs, and enables us to build and deliver customized solutions
based upon customers’ application requirements. As of June 30, 2007, we offered over 4,650 SKUs, including SKUs for server systems,
serverboards, chassis and power supplies and other system accessories.
We sell our server systems and components primarily through distributors, which include value added resellers and system integrators,
and to a lesser extent to OEMs as well as through our direct sales force. During fiscal year 2007, our products were purchased by over 450
customers, most of which are distributors in approximately 70 countries. We commenced operations in 1993 and have been profitable every
year since inception. For fiscal years 2007, 2006 and 2005, our net sales were $420.4 million, $302.5 million and $211.8 million, respectively
and our net income was $19.3 million, $16.9 million and $7.1 million, respectively.
Industry Background
Increasing Demand for Computing Capacity
As businesses of all sizes process larger quantities of data to communicate, transact and collaborate, their business processes are
becoming more complex and their requirements for computing capacity are growing rapidly. Businesses are using traditional networked
environments, such as local area networks, or LANs, as well as the Internet, to host a wide range of applications including databases, Intranets
and email. Businesses are also using external functions, such as data centers, e-commerce storefronts and extranets, to enable growth of their
operations. All of these factors are fueling the demand for increased computing power.
Evolution of Open Systems and Scale-out Computing
Computing architectures are continuing to evolve to meet this rapidly growing demand for computing capacity. As businesses
increasingly require solutions that provide flexibility and scalability in a cost effective manner, they are moving away from traditional
proprietary computing solutions toward open system servers with x86 based architectures using either Linux or Windows operating systems.
Businesses are building upon this modular and open system concept to create what are commonly referred to as scale-out computing
architectures. These scale-out architectures typically consist of open standard components that are assembled into modular computing systems
and organized into clustered or rack mount server configurations. These systems are designed to comply with a set of industry standard
specifications that are referred to as Server System Infrastructure, or SSI. As there are not yet agreed upon SSI standards for blade servers, our
blade server systems are not designed to comply with SSI. Scale-out computing enables businesses to add computing capacity incrementally as
their needs arise without
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significantly disrupting existing systems, providing greater flexibility and scalability and improving total cost of ownership over earlier
generations of server systems. IDC, an independent research group, estimates that the worldwide volume server market will increase from
$29.7 billion in 2005 to $37.7 billion in 2011, representing a compounded annual growth rate of approximately 4.9%. IDC defines the volume
server market as the market for server systems that cost less than $25,000, which is the market we primarily address. IDC also estimates that
worldwide end customer spending on blade servers is expected to increase from $2.2 billion in 2005 to $11.2 billion in 2010, representing a
compounded annual growth rate of approximately 38.0%.
Increasing Need for Rapidly Deployable, Highly Optimized Server Solutions
Scale-out server architectures provide significant benefits for many businesses. However, there are a wide range of circumstances in
which businesses need more than just the incremental computing capacity that can be obtained by adding more general purpose servers as part
of a scale-out deployment. In these circumstances, the nature of the underlying computing architecture contributes meaningfully to the
competitive advantage of the business. We refer to the solutions these businesses seek as “application optimized” solutions, as these businesses
typically need customized server configurations which provide optimal levels of processing, I/O or memory. These situations include, among
others:
•
•
•
Large scalable server farms: Data centers of online service providers and Global 2000 companies, as well as supercomputing
clusters of large research organizations, want to optimize industry standard components by architecting a system platform that
enables higher performance through enhanced processing or I/O, more efficient memory bandwidth and greater capacity.
Businesses that have complex computing requirements: Certain businesses, such as financial services companies, oil exploration
companies and entertainment production studios, require systems that have optimized processing and I/O capabilities in order to
maximize information and image capture and processing.
OEMs: Certain OEMs, including vendors of networking hardware and medical imaging equipment, seek to differentiate their end
products by requiring a broad selection of high performance and rapidly deployable server solutions that can be optimized for
specific applications for their end customers.
In all of these situations, server vendors are selected based on several key criteria:
Rapidly deployable server solutions. Many businesses desire the most advanced server technology as soon as it becomes commercially
available. For instance, given the rapid product development cycles of new technologies in the networking hardware market, vendors of
networking equipment increasingly seek to partner for certain aspects of their solutions, such as server technology, because it enables them to
deliver a high performance solution to their customers more quickly. Similarly, online service providers must continue to deploy the latest
server technology as soon as it becomes available since the ability to cost-effectively deliver a high degree of service is critical to their
business. Because traditional server vendors typically use third party component suppliers, they must deal with the time, complexity and
sometimes conflicting interests of coordinating with multiple suppliers throughout the product design and manufacturing process. This
lengthens the time required to incorporate new technology into next generation systems. As a result, when building or upgrading their
computing capability, businesses must either wait to deploy the latest products or accept solutions that do not incorporate the benefits of the
latest technology.
Increased optimization for specific business needs. Servers are deployed to address widely differing applications with very different
system requirements. An online gaming company, for instance, may require a server architecture that enables optimal graphic processing, while
a scientific research organization may require a server architecture that maximizes computing power. In either case, the business will seek to
deploy server systems that are optimized to its specific needs to maximize performance while minimizing costs. Traditional server vendors
typically offer only a limited number of standalone server models. Given this lack of flexibility and choice, building an application optimized
server solution with traditional server components can be
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challenging. In order to meet their performance requirements, businesses must often purchase more computing functionality, including
potentially more memory, greater processing power or more efficient power supplies, than would be otherwise necessary had the system been
optimized for a specific business need. This increases not only the initial purchase price, but also the total cost of ownership over the useful life
of the servers. Alternatively, businesses that seek a customized server solution from traditional server vendors face limited choices and often
must accept considerable delays.
Superior price-to-performance per watt. In addition to the need for rapidly available and highly optimized server solutions, businesses
with application optimized server needs face growing scalability challenges. Many application optimized server deployments constitute
increasingly larger server systems, particularly in scale-out configurations, and can involve hundreds or even thousands of servers.
Deployments of this magnitude can present numerous performance, space, energy and maintenance challenges. First, the aggregation of large
numbers of computing systems leads to escalating energy requirements. As a result, businesses require scale-out computing systems that not
only perform well but also minimize power consumption. Second, the increasing need for computing capacity has resulted in the need for
higher density solutions to optimize the use of valuable floor space and to minimize operating costs. Third, the high density of the equipment,
together with increasing power consumption per CPU, are creating a significant challenge for businesses attempting to manage heat dissipation
effectively to prevent system failure. IDC currently estimates that power and cooling costs as a percentage of spending for new servers will
increase from 48% in 2005 to 71% in 2010. IDC also estimates that over 40% of large server farms report cooling capacities have limited the
deployment of new systems.
The Super Micro Solution
We design, develop, manufacture and sell application optimized, high performance server solutions based upon an innovative, modular
and open-standard x86 architecture. Our primary competitive advantages arise from how we use our integrated internal research and
development organization to develop the intellectual property used in our server solutions. These have enabled us to develop a set of design
principles and performance specifications that we refer to as Super SSI that meet industry standard SSI requirements and also incorporate
advanced functionality and capabilities. Super SSI provides us with greater flexibility to quickly and efficiently develop new server solutions
and that are optimized for our customers’ specific application requirements. Our modular architectural approach has allowed us to offer our
customers interoperable designs across all of our components. This modular approach, in turn, enables us to provide what we believe to be the
industry’s largest array of server systems and components.
Flexible and Customizable Server Solutions
We provide flexible and customizable server solutions to address the specific application needs of our customers. Our design principles
allow us to aggregate industry standard materials to develop proprietary components, such as serverboards, chassis and power supplies to
deliver a broad range of products with superior features. Each component is built to be backward compatible. We believe this building block
approach allows us to provide a broad range of SKUs. As of June 30, 2007, we offered over 4,650 SKUs, including SKUs for server systems,
serverboards, chassis and power supplies and other system accessories.
Rapid Time-to-Market
We are able to significantly reduce the design and development time required to incorporate the latest technologies and to deliver the next
generation application optimized server solutions. Our in-house design competencies and control of the design of many of the components used
within our server systems enable us to rapidly develop, build and test server systems and components with unique configurations. As a result,
when new products are brought to market we are generally able to quickly design, integrate and assemble server solutions with little need to re-
engineer other portions of our solution. Our efficient design capabilities allow us to offer our customers server solutions incorporating the latest
technology with a superior price-to-performance ratio. We
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work closely with the leading microprocessor vendors to coordinate the design of our new products with their product release schedules,
thereby enhancing our ability to rapidly introduce new products incorporating the latest technology.
Improved Power Efficiency and Thermal Management
Our server solutions include many design innovations to optimize power consumption and manage heat dissipation. We have designed
flexible power management systems which customize or eliminate components in an effort to reduce overall power consumption. We have
proprietary power supplies that can be integrated across a wide range of server system form factors which can significantly enhance power
efficiency. We have also developed technologies that are specifically designed to reduce the effects of heat dissipation from our servers. Our
thermal management technology allows our products to achieve a superior price-to-performance ratio while minimizing energy costs and
reducing the risk of server malfunction caused by overheating.
High Density Servers
Our servers and components are designed to enable customers to maximize computing power while minimizing the physical space
utilized. We offer server systems with twice the density of conventional solutions, which allows our customers to efficiently deploy our server
systems in scale-out configurations. Through our proprietary technology, we can offer significantly more memory and expansion slots than
traditional server systems with a comparable server form factor. For example, for a server with room for one rack or shelf, or a 1U server, we
offer up to five expansion slots. In addition, we offer systems in a 1U configuration with features and capabilities generally offered by
competitors only in a server with room for two racks or shelves, or a 2U server, configuration. For example, our “1U Twin ™ ” system contains
two full feature DP motherboards in a 1U chassis.
Strategy
Our objective is to be the leading provider of application optimized, high performance server solutions worldwide. Key elements of our
strategy include:
Maintain Our Time-to-Market Advantage
We believe one of our major competitive advantages is our ability to rapidly incorporate the latest computing innovations into our
products. We intend to maintain our time-to-market advantage by continuing our investment in our research and development efforts to rapidly
develop new proprietary server solutions based on industry standard components. We plan to continue to work closely with Intel and AMD,
among others, to develop products that are compatible with the latest generation of industry standard technologies. We believe these efforts will
allow us to continue to offer products that lead in price for performance as each generation of computing innovations becomes available.
Expand Our Product Offerings
We plan to increase the number of products we offer to our customers. Our product portfolio will continue to include additional solutions
based on the latest Intel and AMD technologies. We plan to enhance our ability to deliver improved power and thermal management
capabilities, as well as servers and components that can operate in increasingly dense environments. We also plan to continue developing and
in the future offer additional management software capabilities that are integrated with our server products and will further enable our
customers to simplify and automate the deployment, configuration and monitoring of our servers.
Further Develop Existing Markets and Expand Into New Markets
We intend to strengthen our relationships with existing distribution and OEM partners and add new distributors. We will continue to
target specific industry segments that require application optimized server solutions including data center environments, financial services, oil
and gas exploration, biotechnology and entertainment. We plan to expand our reach geographically, particularly in the Asia Pacific region and
Europe.
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Strengthen Our Relationships with Suppliers and Manufacturers
Our efficient supply chain and outsourced manufacturing allow us to build systems to order that are customized, while minimizing costs.
We plan to continue leveraging our relationships with suppliers and contract manufacturers in order to maintain and improve our cost structure
as we benefit from economies of scale. We intend to continue to source non-core products from external suppliers. We also believe that as our
solutions continue to gain greater market acceptance, we will generate growing and recurring business for our suppliers and contract
manufacturers. We believe this increased volume will enable us to receive better pricing and achieve higher margins. We believe that a highly
disciplined approach to cost control is critical to success in our industry. For example, we plan to expand our warehousing capacity in Asia
through our relationship with Ablecom Technology, Inc., one of our major contract manufacturers and a related party, so that we may be able
to deliver products to our customers in Asia and elsewhere more quickly and in higher volumes.
Advanced Blade Server Technology
To meet the emerging demand for blade servers, we have developed and introduced a high-performance blade server solution, called
SuperBlade. Our SuperBlade server systems are designed to share a common computing infrastructure, thereby saving additional space and
power. Our SuperBlades are self-contained servers designed to achieve industry leading density and superior performance per square foot at a
lower total cost of ownership. The SuperBlade server system enclosure provides power, cooling, networking, various interconnects and system-
level management and supports both Intel Xeon and AMD Opteron processors. By creating a range of unique blade server offerings, we
provide our customers with solutions that can be customized to fit their needs. We believe that our SuperBlade server system provides industry
leading CPU density, memory expandability, reliability and price-to-performance per square foot.
Products
We offer a broad range of application optimized server solutions, including complete server systems and components which customers
can use to build complete server systems. The diagram below depicts how end customers typically deploy Supermicro servers within their
networks. Our servers are deployed in several configurations within two areas of an enterprise network:
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Headquarters : Enterprises build large scalable server farms at the enterprise gateway to run many of the most demanding applications
and to provide basic computational infrastructure. Enterprises typically deploy our rack-mounted servers in order to save floor space and enable
rapid deployment of additional server capacity as computing demands increase. Enterprises may also choose to deploy our tower servers in a
clustered configuration, which combines the processing capability of multiple standalone, or tower servers such that they act like a single, large
computer in order to accomplish computationally intensive tasks in a more cost-effective manner.
Branch: Within branch office data rooms, servers are deployed in rack-mounted configurations, in order to simplify the upgrade of
servers or to swap out faulty servers, minimizing network downtime and making the management of the server infrastructure easier to maintain
for branch offices with less specialized IT staffs. Also, within branch office workgroups, enterprises typically deploy our tower servers to
accomplish basic office functions such as centralizing printing jobs, serving files and running local e-mail and other messaging applications.
Server Systems
We sell server systems in rack-mounted, standalone tower and blade form factors. We currently offer a complete range of server options
with single, dual and quad CPU capability supporting Intel Pentium 4, Pentium D and Xeon architectures in 1U, 2U, 3U, 4U, tower and blade
form factors. We also offer complete server systems for AMD dual and quad Opteron in 1U, 2U, 4U and blade form factors. As of June 30,
2007, we offered over 650 different server systems. For each system, we offer multiple chassis designs and power supply options to best suit
customer requirements. We also offer multiple configurations based on our latest generation systems which have up to seven expansion slots. A
majority of our most common systems are also available in minimum 1U or 1/2 depth form factors which are approximately one half of the size
of standard sized rack-mounted servers.
The figure below depicts a typical rack-mounted server and the different components that we typically optimize for our customers. The
layout presented is for illustrative purposes only and does not represent the typical layout of all our servers.
A. Chassis : Industry standard 1U rack-mounted chassis that permits server interoperability while efficiently housing key server components
B. Power Supply: Cost effective, high efficiency AC/DC power supply
C. Memory: Scaleable 16 slot memory expansion capability. Provides up to 64GB memory capability
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D. Supermicro Intelligent Management Card: Monitors onboard instrumentation for server health and allows remote management and
KVM over LAN for the entire network via a single keyboard, monitor and mouse
E. CPU: Programmable computer processing units that perform all server instruction and logic processing. Supermicro servers support up
to four Single, Dual Core or Quad Core processors from both Intel and AMD
F. Expansion Modules: Allows increased functionality, I/O customization and flexibility. Super SSI features enable four Expansion I/O
cards in a 1U server allowing 2U capability in a 1U form factor
G. Thermal Management: Counter rotating and redundant fans provide optimum cooling and dissipation of server component heat
H. Hard Disk Drives: Storage medium for operating system, applications and data. We offer “power-on” hot-swappable capability
Below is a table that summarizes the most common server configurations purchased by our customers. We also design and build other
customized systems using these and other building blocks to meet specific customer requirements.
Server System Model
5000 Series
6000 Series
CPU
Pentium D, Pentium 4
Dual Xeon (Dual Core)
7000 Series
Dual Xeon (Dual Core)
8000 Series
Quad Xeon (Quad Core)
1000 Series
2000 Series
4000 Series
SuperBlade
Dual/Quad Opteron
Dual Opteron
Dual/Quad Opteron
Memory
Unbuffered DDRII
FB-DIMM DDRII, ECC
Registered DDRII
FB-DIMM DDRII, ECC
Registered DDRII
FB-DIMM DDRII,
ECC Registered DDRII
ECC Registered DDR
ECC Registered DDR
ECC Registered DDR
Drive Bays
1 to 4 drives
1 to 16 drives
Form Factor
1U, Mid-tower
1U, 2U, 3U
SKUs
111 models
284 models
1 to 8 drives
4U, Tower
91 models
1 to 6 drives
1U, 2U , 4U, Tower
19 models
1 to 4 drives
1 to 6 drives
1 to 8 drives
1U
2U
4U, Tower, Mid-
tower
66 models
16 models
31 models
1 to 6 drives
Blade
5 models
Dual Xeon (Dual/Quad Core),
Dual/Quad Opteron
(Dual/Quad Core)
FB-DIMM DDRII,
ECC Registered DDRII
We offer a variety of server storage options depending upon the system, with disk drive alternatives including small computer system
interface, or SCSI, serial advanced technology attachment, or SATA, Intelligent Drive Electronics, or IDE, and serial attached SCSI, or SAS.
In addition to our server systems, we also offer Supermicro Intelligent Management, or SIM, card solutions. These are sold as part of our
server systems. Our SIM card implements the industry standard Intelligent Platform Management Interface, or IPMI, 2.0 to provide remote
access, system monitoring and administration functionality for our server platforms. Our SIM card includes key capabilities such as remote
hardware status, failure notification, as well as the ability to power-cycle non-responsive servers and out of band keyboard, video and monitor,
or KVM, functionality over LAN. Our SIM solutions enable server administrators to view a server’s hardware status remotely, receive an alarm
automatically when a failure occurs, and power cycle a system that is non-responsive. Our Intelligent Management module monitors onboard
instrumentation such as temperature
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sensors, power status, voltages and fan speed, and provides remote power control capabilities to reboot and reset the server. It also includes
remote access to the Basic Input/Output System, or BIOS, configuration and operating system console information. The monitoring and control
functions work independently of the CPU because the SIM card is a completely separate processor. Data center administrators can gain full
remote access to control the BIOS, utilities, operating systems and software applications. In summary, our SIM solutions include the following
key features:
•
•
•
•
•
embedded processor to provide out of band KVM capabilities thereby extending the use of a single keyboard, monitor and mouse to
the entire network;
enhanced authentication support to establish secure remote sessions and authenticate users; and
enhanced encryption support to allow secure remote password configuration and protect sensitive system data when it is transferred
over the network.
Power management for the remote power on/off
Virtual Media for booting from Virtual CD-ROM, floppy over LAN, etc.
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Server Components
We believe we offer the largest array of modular server components or building blocks in the industry that are sold off the shelf or built-
to-order to provide our customers with greater flexibility. These components are the foundation of our server solutions and span product
offerings from the entry-level single and dual processor server segment to the high-end multi-processor market. The majority of the
components we sell individually are optimized to work together and are ultimately integrated into complete server systems.
Serverboards
We design our serverboards with the latest chipset and networking technologies. Each serverboard is designed and optimized to adhere to
specific physical, electrical and design requirements in order to work with certain combinations of chassis and power supplies and achieve
maximum functionality. We not only adhere to SSI specifications, but our Super SSI specifications provide an advanced set of features that
increase the functionality and flexibility of our products. The following table displays our serverboard offerings for X7 (Intel’s newest
generation of Dual and Quad Core Xeon 5000/5100 series), X6 (Intel’s 800Mhz Front Side Bus generation of Dual and Quad Xeon solutions),
X5 (Intel’s 533Mhz Front Side Bus generation of Dual Xeon solutions), P-series (Intel’s single processor solutions) and H8 (AMD’s Dual and
Quad Core Opteron 200 and 800 series). As of June 30, 2007, we offered more than 450 SKUs for serverboards.
Below is a table that summarizes the most common serverboard configurations purchased by our customers.
Serverboard Model
X7 Series
CPU
System Bus
Dual Xeon (Dual/Quad Core)
1333/1066/667 MHz
Form Factor
Advanced Technology
Extended (ATX)/ Extended
ATX (EATX)
X6 Series
Dual/Quad Xeon
800 MHz
ATX/EATX
Memory
Fully
Buffered-
DIMM
DDRII
ECC
Registered
DDRII
X5 Series
PD, P8 & C2 Series
Dual Xeon
Pentium D (Dual/Quad Core)
H8 Series
Dual/Quad Opteron
(Dual Core)
533 MHz
ATX/EATX
DDR
1333/1066/800/533
MHz
Hypertransport
ATX/ Micro Advanced
Technology Extended (MATX)
ATX/EATX
Unbuffered
DDRII
ECC
Registered
DDR/
DDRII
SKUs
68 models
79 models
52 models
58 models
62 models
Chassis and Power Supplies
Our chassis are designed to efficiently house our servers while maintaining interoperability, adhering to industry standards and increasing
output efficiency through power supply design. We believe that our latest generation of power supplies achieves the maximum power
efficiency available in the industry. In addition, we have developed a remote management system that offers the ability to stagger the start up of
systems and reduce the aggregate power draw at system boot to allow customers to increase the number of systems attached to a power circuit.
We design DC power solutions to be compatible with data centers that have AC, DC or AC and DC based power distribution infrastructures.
We believe our unique power design technology reduces power consumption by increasing power efficiency to approximately 86%, which we
believe is among the most efficient available in the industry. Our server chassis come with hot-plug, heavy-duty fans, fan speed control and an
advanced air shroud design to maximize airflow redundancy.
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The table below depicts some of our chassis product offerings including the 500-series (front I/O options and space constrained
environments), 800-series (most widely used for single, dual and quad processor servers and storage systems), 700-series (Tower, 4U rack-
mounted servers and workstations) and 900-series (for high-density storage applications) chassis products. These chassis solutions offer
redundant power, cold swap power supply, redundant cooling fan options and high efficiency AC and DC power combinations. As of June 30,
2007, we offered more than 1,200 SKUs for chassis and power supplies.
Chassis Model
SC500 Series
SC700 Series
SC800 Series
SC900 Series
CPU Support
Expansions
Xeon, Pentium D, Pentium 4,
Opteron
Xeon, Pentium D, Pentium 4,
Opteron
Xeon, Pentium D, Pentium 4,
Opteron
Xeon, Pentium D, Pentium 4
1 FH
7 FL
various
configurations
6 to 7 FL
Drive Bays
1 internal drive
Power Supply
Form Factor
200W–520W
Mini-1U
SKUs
66 models
7 to 8 drives
2 to 16 drives
300W
800W–redundant
260W–1200W
4U, Tower,
Mid-tower
1U, 2U, 3U
168 models
761 models
15 drives
650W
760W–redundant
3U, 4U,
Tower
47 models
Other System Accessories
As part of our server component offerings, we also offer other system accessories that our customers may require or that we use to build
our server solutions. These other products include, among others, microprocessors, memory and disc drives and generally are third party
developed and manufactured products that we resell without modification. As of June 30, 2007, we offered more than 2,350 SKUs for other
system accessories.
Technology
We are focused on providing leading edge, high performance products for our customers. We have developed a design process to rapidly
deliver products with superior features. The technology incorporated in our products is designed to provide high levels of reliability, quality,
security and scalability. Our most advanced technology is developed in-house, which allows us to efficiently implement advanced capabilities
into our server solutions. We work in collaboration with our key customers and suppliers to constantly improve upon our designs, reduce
complexity and improve reliability.
Our server solutions, excluding SuperBlade server systems, are based on our Super SSI architecture, which incorporates proprietary I/O
expansion, thermal and cooling design features as well as high-efficiency power supplies. For example, our 1U servers now offer up to 5 I/O
expansion slots with up to 16 DIMM slots to accommodate up to 64GB of memory, which, prior to Super SSI, was only possible in a 2U
chassis. We also achieved higher memory densities by designing customized serverboards to include 16 memory slots without sacrificing I/O
expansion capability. The result is what we believe to be a superior serverboard design that provides our customers with increased flexibility
for their new and legacy add-on card support and the ability to keep up with the growing memory requirements needed to maintain system
performance requirements.
Our latest chassis designs include advanced cooling mechanisms such as proprietary air shrouds to help deliver cool air directly to the
hottest components of the system resulting in improved cooling efficiency and consequently increasing system reliability. Our newest
generation of power supplies incorporates advanced design features that provide what we believe to be the highest level of efficiency in the
industry and therefore reduces overall power consumption. Our advanced power supply solutions include redundant cooling mechanisms for
reliability and reduced failure rates.
Research and Development
We have over 14 years of research and development experience in server component design and in recent years, have devoted additional
resources to the design of server systems. Our engineering staff is responsible for
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the design, development, quality, documentation and release of our products. We continuously seek ways to optimize and improve the
performance of our existing product portfolio and introduce new products to address market opportunities. We perform the majority of our
research and development efforts in-house, increasing the communication and collaboration between design teams to streamline the
development process and reducing time-to-market. We are determined to continue to reduce our design and manufacturing costs and improve
the performance, cost effectiveness and thermal and space efficiency of our solutions.
Over the years, our research and development team has focused on the development of new and enhanced products that can support
emerging protocols while continuing to accommodate legacy technologies. Much of our research and development activity is focused on the
new product cycles of leading chipset vendors. We work closely with Intel and AMD, among others, to develop products that are compatible
with the latest generation of industry standard technologies under development. Our collaborative approach with the chipset vendors allows us
to coordinate the design of our new products with their product release schedules, thereby enhancing our ability to rapidly introduce new
products incorporating the latest technology. We work closely with their development teams to optimize chip performance and reduce system
level issues. We also work with companies such as Adaptec on storage solutions. Similarly, we work very closely with our customers to
identify their needs and develop our new product plans accordingly.
We believe that the combination of our focus on internal research and development activities, our close working relationships with
chipset vendors and our modular design approach allow us to minimize time-to-market. Since January 2005, we believe we were the first to
introduce the following new technologies to the market:
•
•
•
a multi-core Xeon architecture with 64 GB main memory capability;
server solutions with a 1U configuration with high density I/O capability typically found in a 2U configuration, as well as a 5 I/O
expansion card in a 1U configuration; and
configuration server solutions with a serial attached SCSI storage option capability with SCSI enclosure services, or SES2, for
alerting users of drive temperature and fan failures.
As of June 30, 2007, we had 212 employees and one engineering consultant dedicated to research and development. Our total research
and development expenses were $21.2 million, $15.8 million and $10.6 million for fiscal years 2007, 2006 and 2005, respectively.
Sales, Marketing and Customer Service
To execute our strategy, we have developed a sales and marketing program which is primarily focused on indirect sales channels. As of
June 30, 2007, our sales and marketing organization consisted of 84 employees and 10 independent sales representatives in 12 locations
worldwide.
We work with distributors, including resellers and system integrators, and OEMs to market and sell customized solutions to their end
customers. We provide sales and marketing assistance and training to our distributors and OEMs, who in turn provide service and support to
end customers. We intend to leverage our relationships with key distributors and OEMs to penetrate select industry segments where our
products can provide a superior alternative to existing solutions. For a more limited group of customers who do not normally purchase through
distributors or OEMs, we have implemented a direct sales approach.
We maintain close contact with our distributors and end customers. We often collaborate during the sales process with our distributors
and the customer’s technical point of contact to help determine the optimal system configuration for the customer’s needs. Our interaction with
distributors and end customers allows us to monitor customer requirements and develop new products to better meet end customer needs.
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International Sales
Product fulfillment and first level support for our international customers are provided by our distributors and OEMs. Our international
sales efforts are supported both by our international offices in the Netherlands and Taiwan as well as by our U.S. sales organization. Sales
outside of the U.S. represented 40.8%, 41.5% and 43.7% of net sales in fiscal years 2007, 2006 and 2005, respectively.
Marketing
Our marketing programs are designed to inform existing and potential customers, the trade press, distributors and OEMs about the
capabilities and benefits of using our products and solutions. Our marketing efforts support the sale and distribution of our products through
our distribution channels. We rely on a variety of marketing vehicles, including advertising, public relations, participation in industry trade
shows and conferences to help gain market acceptance. We also provide funds for cooperative marketing to our distributors. These funds
reimburse our distributors for promotional spending they may do on behalf of promoting Supermicro products. Promotional spending by
distributors is subject to our pre-approval and include items such as film or video for television, magazine or newspaper advertisements, trade
show promotions and sales force promotions. The amount available to each distributor is based on its amount of purchases. We also work
closely with leading microprocessor vendors in cooperative marketing programs and benefit from market development funds that they make
available. These programs are similar to the programs we make available to our distributors in that we are reimbursed for expenses incurred
related to promoting the vendor’s product.
Customer Service
We provide customer support for our server systems through our website and 24-hour continuous direct phone based support. For
strategic direct and OEM customers, we also have higher levels of customer service available, including, in some cases, on site service and
support.
Customers
For fiscal year 2007, our products were purchased by over 450 customers, most of which are distributors in approximately 70 countries.
None of our customers accounted for 10% or more of our net sales in fiscal years 2007, 2006 and 2005. End users of our products span a broad
range of industries.
Case studies of ongoing and successfully completed deployments of Supermicro server solutions include the following:
Lawrence Livermore National Laboratory (LLNL) Scientific Research Center (USA): Large scientific research organizations require
highly optimized CPU and memory performance capabilities architected as supercomputing server clusters. To complete the highly complex
scientific research conducted at LLNL, the laboratory required cost-effective computing power to be delivered to their scientific community.
Supermicro server building blocks (serverboards, chassis, power supplies) were selected for LLNL’s high performance computing clusters
because of their feature optimization, reliability and efficiency and price-to-performance advantages.
Strato AG Web Hosting (Germany): As one of the top three web hosting companies in Europe, Strato AG needs to deploy very large
numbers of server nodes in multiple hosting locations. With the high cost of power in Germany and throughout Europe, Strato AG needed the
highest available performance per watt capabilities to reduce total cost of ownership and to deliver cost-effective products to their millions of
customers. With the help of a local system integrator, Strato AG deployed our single processor server solutions with superior performance per
watt and price-to-performance features and was able to continue growing their web hosting capacity to service millions of customers and
domain names.
Juniper Networks (USA): Juniper Networks, an OEM customer, operates in the highly competitive and dynamic telecom industry and
seeks differentiation in their end products. Juniper Networks required a turnkey
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appliance solution from an original server design company with a broad selection of rapidly deployable and flexible server modules that can be
optimized for specific applications and markets. They also needed local service and post sales support for maximum agility. We provided
Juniper Networks with highly customizable server building blocks and highly integrated turnkey solutions to meet their customer requirements
and achieve Juniper’s business objectives.
Dawning (China) : One of the largest local China server OEMs, Dawning needed stable and highly efficient (from performance and
power consumption standpoints) server building block solutions to address the growing market in China with competitive server products.
Dawning deployed our dual processor server solutions with the highly efficient power supplies coupled with best price-to-performance to
differentiate their product offerings for the Chinese market and were able to win large server projects in China’s rapidly growing telecom
industry.
Siemens (USA/Germany) : In order to achieve competitive advantage, Siemens’ medical imaging systems division needed a server
solution that minimized the amount of time between image capture and transmission for CT, MRI and PET scan systems. We implemented a
custom serverboard architecture for Siemens which enabled the highest available I/O expansion and system bandwidth capabilities for dual
processor systems. This enabled Siemens to achieve maximum communications throughput for their medical imaging products.
Intellectual Property
We seek to protect our intellectual property rights with a combination of trademark, copyright, trade secret laws and disclosure
restrictions. We rely primarily on trade secrets, technical know-how and other unpatented proprietary information relating to our design and
product development activities. We have issued patents and pending patent applications in the U.S. We also enter into confidentiality and
proprietary rights agreements with our employees, consultants and other third parties and control access to our designs, documentation and
other proprietary information. Our registered trademarks include Supermicro, our company logo, Server Building Block Solution, Building
Block Solutions, SuperO, Superboard, Superdoctor and A+ Motherboard. Our pending trademark applications include S-Server, SuperBlade,
X-Blade, X-Blade Server, PERSONALBLADE and OFFICEBLADE. If a claim is asserted that we have infringed the intellectual property of a
third party, we may be required to seek licenses to that technology. In addition, we license third party technologies that are incorporated into
some elements of our services. Third parties may infringe or misappropriate our proprietary rights.
Manufacturing and Quality Control
We use several third party suppliers and contract manufacturers for materials and sub-assemblies, such as serverboards, chassis, disk
drives, power supplies, fans and computer processors. We believe that selectively using outsourced manufacturing services allows us to focus
on our core competencies in product design and development and increases our operational flexibility. Our manufacturing strategy allows us to
quickly adjust manufacturing capacity in response to changes in customer demand and to rapidly introduce new products to the market. We use
Ablecom, a related party, for contract design and manufacturing coordination support. We work with Ablecom to optimize modular designs for
our chassis and certain of our other components. Ablecom coordinates the manufacturing of chassis for us. We plan to expand our warehousing
capacity and our manufacturing relationship with Ablecom in China. Ablecom is transferring operations from Taiwan to a larger facility in
China. In addition to providing a larger volume of contract manufacturing services for us, Ablecom will warehouse for us an increasing number
of components and subassemblies manufactured by multiple suppliers prior to shipment to our facilities in the U.S. and Europe.
For server systems, assembly, test and quality control are completed at our wholly-owned manufacturing facility in San Jose, California
which has been ISO-9001 certified since 2001. This facility has been certified ISO-9001:2000 compliant since August 2003. We intend to
expand our manufacturing, assembly and test capabilities in Asia and Europe to be closer to our key international customers and to reduce costs
of shipping our products to our customers. In accordance with ISO-9001 requirements, quality control and inventory
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management is extended through our suppliers and contract manufacturers with continuous reporting and ongoing qualification programs. The
assembly of our server system products involves integrating supplied materials and manufactured sub-assemblies into final products, which are
configured and tested before being delivered to our customers.
We maintain sufficient inventory such that most of our orders can be filled within 14 days. We monitor our inventory on a continuous
basis in order to be able to meet customer orders and to avoid inventory obsolescence. Due to our modular designs, our inventory can generally
be used with multiple different products, further reducing the risk of inventory write-downs.
Competition
The market for our products is highly competitive, rapidly evolving and subject to new technological developments, changing customer
needs and new product introductions. We compete primarily with large vendors of x86 general purpose servers and components. In addition,
we also compete with a number of smaller vendors who specialize in the sale of server components and systems. We believe our principal
competitors include:
•
•
•
Global technology vendors such as Dell Inc., Hewlett-Packard Company, International Business Machines Corporation and Intel;
Specialized server vendors, such as Rackable Systems, Inc.; and
Original Design Manufacturers, or ODMs, such as Quanta Computer, Inc.
The principal competitive factors in our market include the following:
•
•
•
•
•
•
•
•
first to market with new emerging technologies;
flexible and customizable products to fit customers’ objectives;
high product performance and reliability;
early identification of emerging opportunities;
cost-effectiveness;
interoperability of products;
scalability; and
localized and responsive customer support on a worldwide basis.
We believe that we compete favorably with respect to most of these factors. However, most of our competitors have longer operating
histories, significantly greater resources and greater name recognition. They may be able to devote greater resources to the development,
promotion and sale of their products than we can, which could allow them to respond more quickly to new technologies and changes in
customer needs.
Employees
As of June 30, 2007, we employed 613 full time employees and 11 consultants, consisting of 212 employees in research and
development, 84 employees in sales and marketing, 64 employees in general and administrative and 253 employees in manufacturing. Of these
employees, 510 are based in our San Jose facility. We consider our highly qualified and motivated employees to be a key factor in our business
success. Our employees are not represented by any collective bargaining organization and we have never experienced a work stoppage. We
believe that our relations with our employees are good.
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Executive Officers and Directors
Our executive officers and their ages and their positions as of July 31, 2007, are as follows:
Name
Charles Liang
Howard Hideshima
Alex Hsu
Chiu-Chu (Sara) Liu Liang
Yih-Shyan (Wally) Liaw
Bruce Alexander(1)(2)(3)
Hwei-Ming (Fred) Tsai(1)(2)(3)
Edward J. Hayes, Jr.(1)
Sherman Tuan
Age Position(s)
49 Chairman of the Board, President and Chief Executive Officer
48 Chief Financial Officer
58 Chief Sales and Marketing Officer
45 Vice President of Operations, Treasurer and Director
52 Vice President of International Sales, Secretary and Director
63 Director
51 Director
52 Director
53 Director
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Member of the Nominating and Corporate Governance Committee.
Executive Officers
Charles Liang founded Super Micro and has served as our President, Chief Executive Officer and Chairman of the Board since our
inception in September 1993. Mr. Liang has been developing server system architectures and technologies for the past two decades. From July
1991 to August 1993, Mr. Liang was President and Chief Design Engineer of Micro Center Computer Inc., a high-end motherboard design and
manufacturing company. From January 1988 to April 1991, Mr. Liang was Senior Design Engineer and Project Leader for Chips &
Technologies, Inc., a chipset technology company, and Suntek Information International Group, a system and software development company.
Mr. Liang has been granted many server technology patents. Mr. Liang holds an M.S. in Electrical Engineering from the University of Texas at
Arlington and a B.S. in Electrical Engineering from National Taiwan University of Science & Technology in Taiwan.
Howard Hideshima has served as our Chief Financial Officer since May 2006. From November 2005 to May 2006, Mr. Hideshima was
Vice President of Finance at Force10 Networks, Inc., a network equipment company, and from July 2004 to November 2005, he served as
Director of Finance for that company. From April 2001 to June 2004, Mr. Hideshima was Chief Financial Officer and Vice President of
Finance and Administration at Virtual Silicon Technology, Inc., a semiconductor intellectual property company. From January 2000 to March
2001, he served as Chief Financial Officer at Internet Corporation, an Internet services company. From January 1999 to December 1999, he
was Vice President of Finance and from July 1997 to December 1999 Chief Accounting Officer at ESS Technology, Inc., a fabless
semiconductor company. Mr. Hideshima holds an M.B.A. from San Francisco State University and a B.S. in Business Administration from the
University of California at Berkeley.
Alex Hsu has served as our Chief Sales and Marketing Officer since July 2006 and President of our subsidiary, Super Micro Computer
B.V. since October 2003. Prior to becoming our Chief Sales and Marketing Officer, Mr. Hsu had served as our Senior Vice President of Sales
since October 2004. From January 2002 to September 2003, Mr. Hsu was President and Chief Operating Officer of Bizlink Group, an IT
solutions company. From January 2001 to January 2002, he was a private investor and consultant working with startup companies in Silicon
Valley. From August 1999 to December 2000, he was President and Chief Operating Officer at Oplink Communications, Inc., a networking
solutions company. Mr. Hsu has over 25 years experience in the IT industry and served in various managerial and executive positions at
Philips, Acer, Hewlett-Packard and Umax. Mr. Hsu holds an M.B.A. and a B.S. in Electrical Engineering from National Chao-Tung University
in Taiwan.
Chiu-Chu (Sara) Liu Liang co-founded Super Micro and has served as Vice President of Operations, Treasurer and a member of our
board of directors since our inception in September 1993. From 1985 to 1993,
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Ms. Liang held finance and operational positions for several companies, including Micro Center Computer Inc. Ms. Liang holds a B.S. in
Accounting from Providence University in Taiwan. Ms. Liang is married to Mr. Charles Liang.
Yih-Shyan (Wally) Liaw co-founded Super Micro and has served as Vice President of International Sales, Corporate Secretary and a
member of our board of directors since our inception in September 1993. From 1988 to 1991, Mr. Liaw was Vice President of Engineering at
Great Tek, a computer company. Mr. Liaw holds an M.S. in Computer Engineering from University of Arizona, an M.S. in Electrical
Engineering from Tatung Institute of Technology in Taiwan, and a B.S. degree from Taiwan Provincial College of Marine and Oceanic
Technology.
Non-Management Directors
Bruce Alexander has been a member of our board of directors since August 2006. Since April 2006, Mr. Alexander has been an
independent financial consultant. Mr. Alexander was a Managing Director at Needham & Company, an investment banking firm, from April
1999 to April 2006. From 1997 to 1999, he was President, Chief Executive Officer and Chairman of the Board for Black & Company, a
regional investment bank which was acquired by Wells Fargo in 1999. Mr. Alexander holds an M.S. in Management from Stanford University
Graduate School of Business where he was a Sloan Fellow. He earned a B.A. from Duke University.
Hwei-Ming (Fred) Tsai has been a member of our board of directors since August 2006. Mr. Tsai has served as Executive Vice President
of SinoPac Bancorp, a financial holding company based in Los Angeles, California, since February 2001, and Chief Financial Officer of
SinoPac Bancorp since August 2005. Since December 2002, he has also served as Senior Executive Vice President of Far East National Bank,
a commercial bank that is held by SinoPac Bancorp. Mr. Tsai received an M.A. in Professional Accounting from the University of Texas at
Austin and a B.A. in Accounting from National Taiwan University in Taiwan.
Edward J. Hayes, Jr. has been a member of our board of directors since February 2007. Mr. Hayes has served as Chief Financial Officer
of Pillar Data Systems, Inc., a privately-held data storage company, since August 2006. From July 2004 to August 2006, he served as
Executive Vice President and Chief Financial Officer of Quantum Corporation, a data storage company publicly traded on NYSE. From March
2003 to July 2004, Mr. Hayes was an independent consultant and private investor. From April 2001 to March 2003, he was President and Chief
Executive Officer of DirecTV Broadband, Inc., an internet service provider. From January 2000 to April 2001, he served as Executive Vice
President and Chief Financial Officer of Telocity, Inc., an internet service provider which the management team took public in March 2000.
Mr. Hayes is a director and member of the Audit Committee of publicly-traded Alaska Communications Systems Group, Inc., a
telecommunications provider, and a director and Chairman of the Audit Committee of privately-held New Wave Research, Inc., a provider of
laser-based systems and modules. Mr. Hayes holds a B.A. degree from Colgate University and conducted his graduate studies in Accounting
and Finance at the New York University Graduate School of Business.
Sherman Tuan has been a member of our board of directors since February 2007. Mr. Tuan is founder of PurpleComm, Inc. (doing
business as TelTel), a provider of internet telephony and digital home services, where he has served as Chief Executive Officer since January
2005 and Chairman of the Board since June 2003. He has served as Chief Executive Officer of Purple Communications Limited, an investment
holding company since April 2002. From September 1999 to May 2002, he was director of Metromedia Fiber Network, Inc., a fiber optical
networking infrastructure provider. Mr. Tuan was co-founder of AboveNet Communications, Inc., an internet connectivity solutions provider,
where he served as President from March 1996 to January 1998, Chief Executive Officer from March 1996 to May 2002 and director from
March 1996 to September 1999. Mr. Tuan received a B.S. degree in Electrical Engineering from Feng-Chia University in Taiwan.
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Available Information
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed or
furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge, on or though
our website at www.supermicro.com , as soon as reasonably practicable after Super Micro electronically files such reports with, or furnishes
those reports to, the Securities and Exchange Commission. Information contained on our website is not incorporated by reference in, or made
part of this Annual Report on Form 10-K or our other filings with or reports furnished to the Securities and Exchange Commission.
Item 1A. Risk Factors
Risks Related to Our Business and Industry
Our recent significant growth makes it difficult to evaluate our current business and future prospects and may increase the risk of
your investment.
Although we have been operating since 1993, our revenues have grown substantially in recent periods, which makes it difficult to
evaluate our current business and future prospects. You must consider our business and prospects in light of the risks and difficulties we
encounter as a rapidly growing technology company in a very competitive market. These risks and difficulties include, but are not limited to,
the risks identified in this section and in particular the following factors:
•
•
•
•
•
•
our focus on a single market, the market for application optimized server systems and components;
our increasing focus on the sales of server systems as compared to components;
the difficulties we face in managing rapid growth in personnel and operations;
the timing and success of new products and new technologies introduced by us and our competitors;
our ability to build brand awareness in a highly competitive market; and
our ability to market new and existing products on our own and with our partners.
We may not be able to successfully address any of these risks or others. Failure to do so adequately could seriously harm our business
and cause our operating results to suffer.
Our quarterly operating results will likely fluctuate in the future, which could cause rapid declines in our stock price.
As our business continues to grow, we believe that our quarterly operating results will be subject to greater fluctuation due to various
•
•
•
factors, many of which are beyond our control. Factors that may affect quarterly operating results in the future include:
our ability to attract new customers, retain existing customers and increase sales to such customers;
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 materials needed to satisfy customer requirements;
variability of our margins based on the mix of server systems and components we sell;
variability of operating expenses as a percentage of net sales;
the timing of the introduction of new products by leading microprocessor vendors and other suppliers;
our ability to introduce new and innovative server solutions that appeal to our customers;
our ability to address technology issues as they arise, improve our products’ functionality and expand our product offerings;
•
•
•
•
•
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•
•
•
•
•
•
•
•
changes in our product pricing policies, including those made in response to new product announcements and pricing changes of
our competitors;
mix of whether customer purchases are of full systems or components and whether made directly or through indirect sales channels;
fluctuations based upon seasonality;
the rate of expansion, domestically and internationally;
the effectiveness of our sales force and the efforts of our distributors;
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.
Accordingly, it is difficult for us to accurately forecast our growth and results of operations on a quarterly basis. If we fail to meet
expectations of investors or analysts, our stock price may fall rapidly and without notice. Furthermore, the fluctuation of quarterly operating
results may render less meaningful period-to-period comparisons of our operating results, and you should not rely upon them as an indication
of future performance.
If the demand for application optimized server solutions does not continue to develop as we anticipate, demand for our server solutions
may not grow as we expect.
The success of our business depends on the continued adoption of application optimized server solutions by businesses for running their
critical business applications. The market for application optimized server solutions has begun to develop in recent years. As the market for
general purpose servers has grown and matured, leading general purpose server vendors have focused on providing a limited range of models
that could be mass produced, thereby creating an opportunity for the development of a market focused on more application optimized servers.
This new market has been marked by frequent introductions of new technologies and products. Many of these technologies and products have
not yet gained, and may not gain, significant customer acceptance. We expect to devote significant resources to identifying new market trends
and developing products to meet anticipated customer demand for application optimized server solutions. Ultimately, however, customers may
not purchase application optimized server solutions and instead select general purpose lower-cost servers and components. We are also part of
a broader market for server solutions and demand for these server solutions may decline or fail to grow as we expect. Accordingly, we can not
assure you that demand for the type of server solutions we offer and plan to offer will continue to develop as we anticipate, or at all.
Our future financial performance will depend on the timely introduction and widespread acceptance of new server solutions and
increased functionality of our existing server solutions.
Our future financial performance will depend on our ability to meet customer specifications and requirements by enhancing our current
server solutions and developing server solutions with new and better functionality. The success of new features and new server solutions
depends on several factors, including their timely introduction and market acceptance. We may not be successful in developing enhancements
or new server solutions, or in timely bringing them to market. Customers may also defer purchases of our existing products pending the
introduction of anticipated new products. If our new server solutions are not competitive with solutions offered by other vendors, we may not
be perceived as a technology leader and could miss market opportunities. If we are unable to enhance the functionality of our server solutions
or introduce new server solutions which achieve widespread market acceptance, our reputation will be damaged, the value of our brand will
diminish, and our business will suffer. In addition, uncertainties about the timing and nature of new features and products could result in
increases in our research and development expenses with no assurance of future sales.
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We may not be able to successfully manage our planned growth and expansion.
We are pursuing new customers and expanding our product offerings to grow our business rapidly. In connection with this growth, we
expect that our annual operating expenses will increase significantly during the foreseeable future as we invest in sales and marketing, research
and development, manufacturing and production infrastructure, and strengthen customer service and support resources for our customers. Our
failure to expand operational and financial systems timely or efficiently could result in additional operating inefficiencies, which could increase
our costs and expenses more than we had planned and prevent us from successfully executing our business plan. We may not be able to offset
the costs of operation expansion by leveraging the economies of scale from our growth in negotiations with our suppliers and contract
manufacturers. Additionally, if we do increase our operating expenses in anticipation of the growth of our business and this growth does not
meet our expectations, our financial results will be negatively impacted.
If our business grows, we will have to manage additional product design projects, materials procurement processes, and sales efforts and
marketing for an increasing number of SKUs, as well as expand the number and scope of our relationships with suppliers, distributors and end
customers. If we fail to manage these additional responsibilities and relationships successfully, we may incur significant costs, which may
negatively impact our operating results.
Additionally, in our efforts to be first to market with new products with innovative functionality and features, we may devote significant
research and development resources to products and product features for which a market does not develop quickly, or at all. If we are not able
to predict market trends accurately, we may not benefit from such research and development activities, and our results of operations may suffer.
The market in which we participate is highly competitive, and if we do not compete effectively, we may not be able to increase our
market penetration, grow our net sales or improve our gross margins.
The market for server solutions is intensely competitive and rapidly changing. Barriers to entry in our market are relatively low and we
expect increased challenges from existing as well as new competitors. Some of our principal competitors offer server solutions at a lower price,
which has resulted in pricing pressures on sales of our server solutions. We expect further downward pricing pressure from our competitors and
expect that we will have to price some of our server solutions aggressively to increase our market share with respect to those products. If we are
unable to maintain the margins on our server solutions, our operating results could be negatively impacted. In addition, if we do not develop
new innovative server solutions, or enhance the reliability, performance, efficiency and other features of our existing server solutions, our
customers may turn to our competitors for alternatives. In addition, pricing pressures and increased competition generally may also result in
reduced sales, lower margins or the failure of our products to achieve or maintain widespread market acceptance, any of which could have a
material adverse effect on our business, results of operations and financial condition.
Our principal competitors include global technology companies such as Dell, Inc., Hewlett-Packard Company, International Business
Machines Corporation and Intel. In addition, we also compete with a number of smaller vendors who also sell application optimized servers,
such as Rackable Systems, Inc., and original design manufacturers, or ODMs, such as Quanta Computer Incorporated. ODMs sell server
solutions marketed or sold under a third party brand.
Many of our competitors enjoy substantial competitive advantages, such as:
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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;
larger customer service and support organizations with greater geographic scope;
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a broader and more diversified array of products and services; and
substantially greater financial, technical and other resources.
As a result, our competitors may be able to respond more quickly and effectively than we can to new or changing opportunities,
technologies, standards or customer requirements. Furthermore, because of these advantages, even if our application optimized server solutions
are more effective than the products that our competitors offer, potential customers might accept competitive products in lieu of purchasing our
products. The challenges we face from larger competitors will become even greater if consolidation or collaboration between or among our
competitors occurs in our industry. For all of these reasons, we may not be able to compete successfully against our current or future
competitors, and if we do not compete effectively, our ability to increase our net sales may be impaired.
Our sales cycle is lengthy and expensive, and could adversely affect the amount, timing and predictability of future net sales.
Our end customers generally need three to six months after an initial contact to make a final purchase decision with respect to our
products. As customers weigh their purchase options, we may expend significant resources in pursuit of a sale that may ultimately fail to close.
We have little control over our customers’ budget cycles and approval processes, or the strength of competitors’ relationships with our potential
customers, all of which could adversely affect our sales efforts. The introduction of new products and product enhancements may lengthen our
sales cycle as customers defer a decision on purchasing existing products and evaluate our new products. If we are unsuccessful in closing sales
after expending significant resources, our net sales and operating expenses will be adversely affected.
As we increasingly target larger customers, our customer base may become less diversified, our cost of sales may increase, and our
sales may be less predictable.
We expect that selling our server solutions to larger customers will create new challenges. No one customer represented 10% or more of
our revenues for fiscal years 2005, 2006 and 2007. However, if certain customers buy our products in greater volumes, and their business
becomes a larger percentage of our net sales, we may grow increasingly dependent on those customers to maintain our growth. If our largest
customers do not purchase our products at the levels or in the timeframes that we expect, our ability to maintain or grow our net sales will be
adversely affected.
Additionally, as we and our distribution partners focus increasingly on selling to larger customers and attracting larger orders, we expect
greater costs of sales. Our sales cycle may become longer and more expensive, as larger customers typically spend more time negotiating
contracts than smaller customers. In addition, larger customers often seek to gain greater pricing concessions, as well as greater levels of
support in the implementation and use of our server solutions. These factors can result in lower margins for our products.
Increased sales to larger companies may also cause fluctuations in results of operations. A larger customer may seek to fulfill all or
substantially all of its requirements in a single order, and not make another purchase for a significant period of time. Accordingly, a significant
increase in revenue during the period in which we recognize the revenue from the sale may be followed by a period of time during which the
customer purchases none or few of our products. A significant decline in net sales in periods following a significant order could adversely
affect our stock price.
We must work closely with our suppliers to make timely new product introductions.
We rely on our close working relationships with our suppliers, including Intel and AMD, to anticipate and deliver new products on a
timely basis when new generation materials and core components are made available. Intel and AMD are the only suppliers of the
microprocessors we use in our server systems. If we are not able to
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maintain our relationships with our suppliers or continue to leverage their research and development capabilities to develop new technologies
desired by our customers, our ability to quickly offer advanced technology and product innovations to our customers would be impaired. We
have no long term agreements that obligate our suppliers to continue to work with us or to supply us with products.
Our suppliers’ failure to improve the functionality and performance of materials and core components for our products may impair or
delay our ability to deliver innovative products to our customers.
We need our material and core component suppliers, such as Intel and AMD, to provide us with core components that are innovative,
reliable and attractive to our customers. Due to the pace of innovation in our industry, many of our customers may delay or reduce purchase
decisions until they believe that they are receiving best of breed products that will not be rendered obsolete by an impending technological
development. Accordingly, demand for new server systems that incorporate new products and features is significantly impacted by our
suppliers’ new product introduction schedules and the functionality, performance and reliability of those new products. If our materials and
core component suppliers fail to deliver new and improved materials and core components for our products, we may not be able to satisfy
customer demand for our products in a timely manner, or at all. If our suppliers’ components do not function properly, we may incur additional
costs and our relationships with our customers may be adversely affected.
Our time to market advantage is dependent upon our suppliers’ ability to continue to introduce improved components for our
products.
We are dependent upon our material and core component suppliers, such as Intel and AMD, to continue to introduce improved products
with additional features that our customers will find attractive. If the pace of innovation from our suppliers slows, our products may face
increased competition if our competitors are able to introduce products that use the latest technology offered by other suppliers in the industry.
This price competition could lead to reduced margins and could adversely affect our results of operations.
As our business grows, we expect that we may be exposed to greater customer credit risks.
Historically, we have offered limited credit terms to our customers. As our customer base expands, as our orders increase in size, and as
we obtain more direct customers, we expect to offer increased credit terms and flexible payment programs to our customers. Doing so may
subject us to increased credit risk, higher accounts receivable with longer days outstanding, and increases in charges or reserves, which could
have a material adverse effect on our business, results of operations and financial condition.
Our ability to develop our brand is critical to our ability to grow.
We believe that acceptance of our server solutions by an expanding customer base depends in large part on increasing awareness of the
Supermicro brand and that brand recognition will be even more important as competition in our market develops. In particular, we expect an
increasing proportion of our sales to come from sales of server systems, the sales of which we believe may be particularly impacted by brand
strength. Successful promotion of our brand will depend largely on the effectiveness of our marketing efforts and on our ability to develop
reliable and useful products at competitive prices. To date, we have not devoted significant resources to building our brand, and have limited
experience in increasing customer awareness of our brand. Our future brand promotion activities, including any expansion of our cooperative
marketing programs with strategic partners, may involve significant expense and may not generate desired levels of increased revenue, and
even if such activities generate some increased revenue, such increased revenue may not offset the expenses we incurred in endeavoring to
build our brand. If we fail to successfully promote and maintain our brand, or incur substantial expenses in our attempts to promote and
maintain our brand, we may fail to attract enough new customers or retain our existing customers to the extent necessary to realize a sufficient
return on our brand-building efforts, and as a result our operating results and financial condition could suffer.
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We principally rely on indirect sales channels for the sale and distribution of our products and any disruption in these channels could
adversely affect our sales.
Historically, a substantial majority of our revenues have resulted from sales of our server solutions through third party distributors and
resellers. For fiscal year 2007, approximately 67% of our net sales were derived from sales to third party resellers and distributors. We depend
on our distributors to assist us in promoting market acceptance of our products and anticipate that a majority of our revenues will continue to
result from sales through indirect channels. To maintain and potentially increase our revenue and profitability, we will have to successfully
preserve and expand our existing distribution relationships as well as develop new distribution relationships. Our distributors also sell products
offered by our competitors and may elect to focus their efforts on these sales. If our competitors offer our distributors more favorable terms or
have more products available to meet the needs of their customers, or utilize the leverage of broader product lines sold through the distributors,
those distributors may de-emphasize or decline to carry our products. In addition, our distributors’ order decision-making process is complex
and involves several factors, including end customer demand, warehouse allocation and marketing resources, which can make it difficult to
accurately predict total sales for the quarter until late in the quarter. We also do not control the pricing or discounts offered by distributors to
end customers. To maintain our participation in distributors’ marketing programs, in the past we have provided promotional goods or made
short-term pricing concessions. The discontinuation of promotional goods or pricing concessions could have a negative effect on our business.
Our distributors could also modify their business practices, such as payment terms, inventory levels or order patterns. If we are unable to
maintain successful relationships with distributors or expand our distribution channels or we experience unexpected changes in payment terms,
inventory levels or other practices by our distributors, our business will suffer.
We may be unable to accurately predict future sales through our distributors, which could harm our ability to efficiently manage our
resources to match market demand.
Since a significant portion of our sales are made through domestic and international distributors, our financial results, quarterly product
sales, trends and comparisons are affected by fluctuations in the buying patterns of end customers and our distributors, and by the changes in
inventory levels of our products held by these distributors. We generally record revenue based upon a “sell-in” model which means that we
generally record revenue upon shipment to our distributors. For more information regarding our revenue recognition policies, see
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies.” While we attempt
to assist our distributors in maintaining targeted stocking level of our products, we may not consistently be accurate or successful. This process
involves the exercise of judgment and use of assumptions as to future uncertainties including end customer demand. Our distributors also have
various rights to return products which could, among other things, result in our having to repurchase inventory which has declined in value or is
obsolete. Consequently, actual results could differ from our estimates. Inventory levels of our products held by our distributors may exceed or
fall below the levels we consider desirable on a going-forward basis. This could adversely affect our distributors or our ability to efficiently
manage or invest in internal resources, such as manufacturing and shipping capacity, to meet the demand for our products.
If we are required to change the timing of our revenue recognition, our net sales and net income could decrease.
We currently record revenue based upon a “sell-in” model with revenues generally recorded upon shipment of products to our
distributors. This is in contrast to a “sell-through” model pursuant to which revenues are generally recognized upon sale of products by
distributors to their customers. This requires that we maintain a reserve to cover the estimated costs of any returns or exercises of stock rotation
rights, which we estimate primarily based on our historical experience. If facts and circumstances change such that the rate of returns of our
products exceeds our historical experience, we may have to increase our reserve, which, in turn, would cause our revenue to decline. Similarly,
if facts and circumstances change such that we are no longer able to determine reasonable estimates of our sales returns, we would be required
to defer our revenue recognition until the point of sale from the distributors to their customers. Any such change may negatively impact our net
sales or net income
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for particular periods and cause a decline in our stock price. For additional information regarding our revenue recognition policies, see
“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies.”
The average selling prices for our existing server solutions are subject to decline if customers do not continue to purchase our latest
generation products, which could harm our results of operations.
As with most electronics based products, average selling prices of servers typically are highest at the time of introduction of new
products, which utilize the latest technology, and tend to decrease over time as such products become commoditized and are ultimately
replaced by even newer generation products. We have not been impacted by this phenomenon to any material extent to date because most of
our sales are generated from our most recently introduced products which have not yet become commoditized and therefore are not yet subject
to the pressure of rapidly declining average selling prices. However, as our business continues to grow, we may increasingly be subject to this
industry risk. We cannot predict the timing or amount of any decline in the average selling prices of our server solutions that we may
experience in the future. In some instances, our agreements with our distributors limit our ability to reduce prices unless we make such price
reductions available to them, or price protect their inventory. If we are unable to decrease per unit manufacturing costs faster than the rate at
which average selling prices continue to decline, our business, financial condition and results of operations will be harmed.
Our cost structure and ability to deliver server solutions to customers in a timely manner may be adversely affected by volatility of the
market for core components and materials for our products.
Prices of materials and core components utilized in the manufacture of our server solutions, such as serverboards, chassis, central
processing units, or CPUs, memory and hard drives represent a significant portion of our cost of sales. We generally do not enter into long-term
supply contracts for these materials and core components, but instead purchase these materials and components on a purchase order basis.
Prices of these core components and materials are volatile, and, as a result, it is difficult to predict expense levels and operating results. In
addition, if our business growth renders it necessary or appropriate to transition to longer term contracts with materials and core component
suppliers, our costs may increase and our gross margins could correspondingly decrease.
Because we often acquire materials and core components on an as needed basis, we may be limited in our ability to effectively and
efficiently respond to customer orders because of the then-current availability or the terms and pricing of materials and core components. Our
industry has experienced materials shortages and delivery delays in the past, and we may experience shortages or delays of critical materials in
the future. From time to time, we have been forced to delay the introduction of certain of our products or the fulfillment of customer orders as a
result of shortages of materials and core components. If shortages or delays arise, the prices of these materials and core components may
increase or the materials and core components may not be available at all. In addition, in the event of shortages, some of our larger competitors
may have greater abilities to obtain materials and core components due to their larger purchasing power. We may not be able to secure enough
core components or materials at reasonable prices or of acceptable quality to build new products to meet customer demand, which could
adversely affect our business and financial results.
We may lose sales or incur unexpected expenses relating to insufficient, excess or obsolete inventory.
As a result of our strategy to provide greater choice and customization of our products to our customers, we are required to maintain a
high level of inventory. If we fail to maintain sufficient inventory, we may not be able to meet demand for our products on a timely basis, and
our sales may suffer. If we overestimate customer demand for our products, we could experience excess inventory of our products and be
unable to sell those products at a reasonable price, or at all. Additionally, the rapid pace of innovation in our industry could render significant
portions of our existing inventory obsolete. Certain of our distributors and OEMs have rights to return products, limited to purchases over a
specified period of time, generally within 60 to 90 days of the purchase, or
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to products in the distributor’s or OEM’s inventory at certain times, such as termination of the agreement or product obsolescence. Any returns
under these arrangements could result in additional obsolete inventory. In addition, server systems and components that have been customized
and later returned by those of our customers and partners who have return rights or stock rotation rights may be unusable for other purposes or
may require reformation at additional cost to be made ready for sale to other customers. Excess or obsolete inventory levels for these or other
reasons could result in unexpected expenses or increases in our reserves against potential future charges which would adversely affect our
business and financial results. During fiscal years 2007, 2006 and 2005, we recorded inventory write-downs charged to cost of sales of
$5.6 million, $2.9 million, $1.4 million, respectively, for excess and obsolete inventory. For additional information regarding customer return
rights, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Revenue
Recognition.”
Our focus on internal development and customizable server solutions could delay our introduction of new products and result in
increased costs.
Our strategy is to rely to a significant degree on internally developed components, even when third party components may be available.
We believe this allows us to develop products with a greater range of features and functionality and allows us to develop solutions that are
more customized to customer needs. However, if not properly managed, this reliance on internally developed components may be more costly
than use of third party components, thereby making our products less price competitive or reducing our margins. In addition, our reliance on
internal development may lead to delays in the introduction of new products and impair our ability to introduce products rapidly to market. We
may also experience increases in our inventory costs and obsolete inventory, thereby reducing our margins.
Our research and development expenditures, as a percentage of our net sales, are considerably higher than many of our competitors
and our earnings will depend upon maintaining revenues and margins that offset these expenditures.
Our strategy is to focus on being consistently rapid-to-market with flexible and customizable server systems that take advantage of our
own internal development and the latest technologies offered by microprocessor manufacturers and other component vendors. Consistent with
this strategy, we spend higher amounts, as a percentage of revenues, on research and development costs than many of our competitors. If we
can not sell our products in sufficient volume and with adequate gross margins to compensate for such investment in research and
development, our earnings may be materially and adversely affected.
If our limited number of contract manufacturers or suppliers of materials and core components fail to meet our requirements, we may
be unable to meet customer demand for our products, which could decrease our revenues and earnings.
We purchase many sophisticated materials and core components from one or a limited number of qualified suppliers and rely on a limited
number of contract manufacturers to provide value added design, manufacturing, assembly and test services. We generally do not have long-
term agreements with these vendors, and instead obtain key materials and services through purchase order arrangements. We have no
contractual assurances from any contract manufacturer that adequate capacity will be available to us to meet future demand for our products.
Consequently, we are vulnerable to any disruptions in supply with respect to the materials and core components provided by limited-
source suppliers, and we are at risk of being harmed by discontinuations of design, manufacturing, assembly or testing services from our
contract manufacturers. We have occasionally experienced delivery delays from our suppliers and contract manufacturers because of high
industry demand or because of inability to meet our quality or delivery requirements. For example, in the quarter ended September 30, 2006,
we experienced delays in the delivery of printed circuit board material as a result of the loss of two of our five printer circuit board vendors.
One of the vendors filed for bankruptcy and the other changed its business model and ceased supplying us. The delays in delivery of the
materials resulted in a reduction of net
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sales for the quarter of approximately two to three million dollars. If our relationships with our suppliers and contract manufactures are
negatively impacted by late payments or other issues, we may not receive timely delivery of materials and core components. If we were to lose
any of our current supply or contract manufacturing relationships, the process of identifying and qualifying a new supplier or contract
manufacturer who will meet our quality and delivery requirements, and who will appropriately safeguard our intellectual property, may require
a significant investment of time and resources, adversely affecting our ability to satisfy customer purchase orders and delaying our ability to
rapidly introduce new products to market. Similarly, if any of our suppliers were to cancel or materially change contracts or commitments to us
or fail to meet the quality or delivery requirements needed to satisfy customer demand for our products, our reputation and relationships with
customers could be damaged. We could lose orders, be unable to develop or sell some products cost-effectively or on a timely basis, if at all,
and have significantly decreased revenues, margins and earnings, which would have a material adverse effect on our business.
Our failure to deliver high quality server solutions could damage our reputation and diminish demand for our products.
Our server solutions are critical to our customers’ business operations. Our customers require our server solutions to perform at a high
level, contain valuable features and be extremely reliable. The design of our server solutions is sophisticated and complex, and the process for
manufacturing, assembling and testing our server solutions is challenging. Occasionally, our design or manufacturing processes may fail to
deliver products of the quality that our customers require. For example, in 2000, a vendor provided us with a defective capacitor that failed
under certain heavy use applications. As a result, our product needed to be repaired. Though the vendor agreed to pay for a large percentage of
the costs of the repairs, we incurred costs in connection with the recall and diverted resources from other projects.
New flaws or limitations in our server solutions may be detected in the future. Part of our strategy is to bring new products to market
quickly, and first-generation products may have a higher likelihood of containing undetected flaws. If our customers discover defects or other
performance problems with our products, our customers’ businesses, and our reputation, may be damaged. Customers may elect to delay or
withhold payment for defective or underperforming server solutions, request remedial action, terminate contracts for untimely delivery, or elect
not to order additional server solutions. Additionally, customers may make warranty claims against us, which could result in an increase in our
provision for doubtful accounts, an increase in collection cycles for accounts receivable or subject us to the expense and risk of litigation. We
may incur expense in recalling, refurbishing or repairing defective server solutions. If we do not properly address customer concerns about our
products, our reputation and relationships with our customers may be harmed. For all of these reasons, customer dissatisfaction with the quality
of our products could substantially impair our ability to grow our business.
Conflicts of interest may arise between us and Ablecom Technology Inc., Adaptec, Inc. or Tatung Company, three of our major
contract manufacturers, and those conflicts may adversely affect our operations.
We use Ablecom Technology, a related party, for contract design and manufacturing coordination support. We work with Ablecom to
optimize modular designs for our chassis and certain of other components. For fiscal years 2007, 2006 and 2005, our purchases from Ablecom
represented approximately 27.7%, 31.3% and 32.2% of our cost of sales, respectively. Ablecom’s sales to us constitute a substantial majority of
Ablecom’s net sales. Ablecom is a privately-held Taiwan-based company.
Steve Liang, Ablecom’s Chief Executive Officer and largest shareholder, is the brother of Charles Liang, our President, Chief Executive
Officer and Chairman of the Board. Charles Liang, and his spouse, Chiu-Chu (Sara) Liu Liang, our Vice President of Operations, Treasurer and
director, jointly own approximately 30.7% of Ablecom’s outstanding common stock. Charles Liang served as a director of Ablecom during our
fiscal 2006, but is not currently serving in such capacity. In addition, Yih-Shyan (Wally) Liaw, our Vice President of International Sales and
Secretary, and a director, and his wife jointly own approximately 5.2% of Ablecom’s
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outstanding common stock, and collectively, Mr. Charles Liang, Ms. Liang, Mr. Liaw, Mr. Steve Liang and relatives of these individuals own
over 80% of Ablecom’s outstanding common stock. Mr. and Mrs. Charles Liang, as directors, officers and significant stockholders, and
Mr. Liaw, as an officer, director and significant stockholder, of the Company, have considerable influence over the management of our
business relationships. Accordingly, we may be disadvantaged by their economic interests as stockholders of Ablecom and their personal
relationship with Ablecom’s Chief Executive Officer. We may not negotiate or enforce contractual terms as aggressively with Ablecom as we
might with an unrelated party, and the commercial terms of our agreements may be less favorable than we might obtain in negotiations with
third parties. If our business dealings with Ablecom are not as favorable to us as arms-length transactions, our results of operations may be
harmed. Historically, transactions with Ablecom were not approved by an independent committee of our board of directors as we had no
independent directors.
We use Tatung Company for contract manufacturing services. Tatung also purchases our server systems and components. Similarly, we
purchase Adaptec drivers that are developed and configured for us, and concurrently sell our products to Adaptec. In fiscal year 2007 we
purchased contract manufacturing services and products, respectively, from Tatung and Adaptec in the aggregate amount of approximately
$23.3 million and $6.6 million, respectively, and sold products to Tatung and Adaptec in the aggregate amount of approximately $5.7 million
and $5.7 million, respectively. Since Tatung and Adaptec are both customers and vendors, the terms and conditions of our business agreements
with them may not be as favorable, individually or in aggregate, as we may be able to receive from unrelated third parties, and we may not be
as strongly enforce our rights under these agreements. In addition, if a dispute were to arise under our agreement to sell our products to Tatung
or Adaptec, the dispute could lead to disruption or termination of the provision of services or products by them to us. This could compromise
our ability to satisfy customer orders on a timely basis, if at all, or we may incur significant costs in establishing an agreement with a new
vendor, the terms of which may not be as favorable as those in our agreements with Tatung and Adaptec. In that event, our net sales, margins
and earnings could suffer. At the same time, if a dispute were to arise under our agreement to purchase contract manufacturing services or
products from Tatung or Adaptec, the dispute may cause them to reduce or terminate their purchases of our products, thereby reducing our
revenues.
In addition, our relationships with Ablecom and Tatung, who are stockholders as well as providers of contract manufacturing services,
could be adversely affected by declines in our stock price or divestments by Ablecom or Tatung of their shares of our common stock. Steve
Liang, Ablecom’s Chief Executive Officer, and Tatung held approximately 2.6% and 2.0%, respectively, of our outstanding common stock as
of June 30, 2007. If the value of the shares that Steve Liang or Tatung holds should decline, by decrease in our stock price or by disposition of
the shares, Ablecom, because Steve Liang has considerable influence over Ablecom’s commercial agreements, or Tatung may not be willing to
give us terms and conditions for contract manufacturing services that are as favorable as those in our existing contracts. Likewise, if Steve
Liang ceases to have significant influence over Ablecom, or if those of our stockholders who hold shares of Ablecom cease to hold a majority
of the outstanding shares of Ablecom, the terms and conditions of our agreements with Ablecom may not be as favorable as those in our
existing contracts. As a result, our costs could increase and adversely affect our margins and results of operations.
Our relationship with Ablecom may allow us to benefit from favorable pricing which may result in reported results more favorable
than we might report in the absence of our relationship.
Although we generally re-negotiate the price of products that we purchase from Ablecom on a quarterly basis, pursuant to our agreements
with Ablecom either party may re-negotiate the price of products for each order. As a result of our relationship with Ablecom, it is possible that
Ablecom may in the future sell products to us at a price lower than we could obtain from an unrelated third party supplier. This may result in
our reporting for one or more periods gross profit as a percentage of net sales in excess of what we might have obtained absent our relationship
with Ablecom.
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We are increasing our reliance on Ablecom and could be subject to risks associated with greater reliance on a limited source of
contract manufacturing services and inventory warehousing.
We plan to expand our warehousing capacity and our manufacturing relationship with Ablecom in China. Ablecom is transferring
operations from Taiwan to a larger facility in China. In addition to providing a larger volume of contract manufacturing services for us,
Ablecom will warehouse for us an increasing number of components and subassemblies manufactured by multiple suppliers prior to shipment
to our facilities in the U.S. and Europe. We also anticipate that we will continue to lease office space from Ablecom in Taiwan to support the
research and development efforts we are undertaking.
If we or Ablecom fail to manage the transition of contract manufacturing services and warehouse operations to China, we may experience
delays in our ability to fulfill customer orders. Similarly, if Ablecom’s facility in China is subject to damage, destruction or other disruptions,
our inventory may be damaged or destroyed, and we may be unable to find adequate alternative providers of contract manufacturing services in
the time that we or our customers require. We could lose orders and be unable to develop or sell some products cost-effectively or on a timely
basis, if at all.
Currently, we purchase contract manufacturing services primarily for our chassis and power supply products from Ablecom. If our
commercial relationship with Ablecom were to deteriorate or terminate, establishing direct relationships with those entities supplying Ablecom
with key materials for our products or identifying and negotiating agreements with alternative providers of warehouse and contract
manufacturing services might take a considerable amount of time and require a significant investment of resources. Pursuant to our agreements
with Ablecom and subject to certain exceptions, Ablecom has the exclusive right to be our supplier of the specific products developed under
such agreements. As a result, if we are unable to obtain such products from Ablecom on terms acceptable to us, we may need to identify a new
supplier, change our design and acquire new tooling, all of which could result in delays in our product availability and increased costs. If we
need to use other suppliers, we may not be able to establish business arrangements that are, individually or in the aggregate, as favorable as the
terms and conditions we have established with Ablecom. If any of these things should occur, our net sales, margins and earnings could
significantly decrease, which would have a material adverse effect on our business.
We are increasing our operations in Taiwan and China and could be subject to risks of doing business in the region.
We intend to increase our business operations in Asia, and particularly in Taiwan and China. As a result, our exposure to the business
risks presented by the economies and regulatory environments of Asia will increase. For example, the validity, enforceability and scope of
protection of intellectual property is uncertain and evolving in Taiwan and China, and our intellectual property rights may not be protected
under the laws of Taiwan and China to the same extent as under laws of the United States. If our intellectual property is misappropriated, we
may experience unfair competition and declining sales or be forced to incur increased costs of enforcing our intellectual property rights, both of
which would adversely affect our net sales, gross margins and results of operations.
Our growth into markets outside the United States exposes us to risks inherent in international business operations.
We market and sell our systems and components both domestically and outside the United States. We intend to expand our international
sales efforts, especially into Asia, but our international expansion efforts may not be successful. Our international operations expose us to risks
and challenges that we would otherwise not face if we conducted our business only in the United States, such as:
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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;
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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.
These factors could limit our future international sales or otherwise adversely impact our operations.
We have in the past entered into plea and settlement agreements with the government relating to violations of export control and
economic sanctions laws that occurred during the 2001 to 2003 timeframe; if we fail to comply with laws and regulations restricting
dealings with sanctioned countries, we may be subject to future civil or criminal penalties, which may have a material adverse effect on
our business or ability to do business outside the U.S.
In 2004, we received subpoenas from the Bureau of Industry and Security of the Department of Commerce, or BIS, with respect to our
relationship with a distributor and transactions involving the sale and resale of products to Iran that occurred prior to 2004. After receiving the
first subpoena, we retained special export control counsel, conducted an internal investigation into these matters and terminated our relationship
with the distributor in question. We also instituted a new export compliance program, which program we continue to develop and implement.
The U.S. Department of Justice and Office of Foreign Assets Control of the Department of Treasury, or OFAC, also initiated investigations
regarding these matters.
In September 2006, we entered into an agreement with the U.S. Department of Justice pursuant to which we agreed to plead guilty to one
count of violating federal export regulations by shipping 300 motherboards to Dubai, UAE, with knowledge that they would be transshipped to
Iran. We agreed to pay a $150,000 fine. The plea agreement has been approved by the U.S. District Court. We have also entered into a
settlement agreement with BIS with respect to alleged violations of the Export Administration Regulations pursuant to which we agreed to pay
a fine of approximately $125,000. We were charged by BIS with twelve violations of the Export Administration Regulations. Six of these
violations involved the shipment of server systems and components without required government authorization through a distributor to end
customers in Iran. Three of these violations involved allegations that shipments took place when we knew or had reason to know that the
transactions would constitute a violation of the applicable regulations. Three involved claims that we made false declarations on shipping
documents, stating that no license was required for the export of the products when in fact a government license was required. BIS has also
issued a proposed charging letter to one of our employees who served as an international sales team leader at the time of the transactions in
question. This individual continues to be employed by us; however, the individual no longer works in an international sales function. Finally,
we have entered into a settlement agreement with OFAC relating to 21 alleged violations of U.S. sanctions laws. Pursuant to this agreement,
we have paid a fine of $179,000. We believe that all issues with respect to the matters under investigation have been resolved as to the
Company.
We believe we are currently in compliance in all material respects with applicable export related laws and regulations. However, if our
export compliance program is not effective, or if we are subject to any future claims
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regarding violation of export control and economic sanctions laws, we could be subject to civil or criminal penalties, which could lead to a
material fine or other sanctions, including loss of export privileges, that may have a material adverse effect on our business, financial condition,
results of operation and future prospects. In addition, these plea and settlement agreements and any future violations could have an adverse
impact on our ability to sell our products to U.S. federal, state and local government and related entities.
Any failure to protect our intellectual property rights, trade secrets and technical know-how could impair our brand and our
competitiveness.
Our ability to prevent competitors from gaining access to our technology is essential to our success. If we fail to protect our intellectual
property rights adequately, we may lose an important advantage in the markets in which we compete. Trademark, patent, copyright and trade
secret laws in the United States and other jurisdictions as well as our internal confidentiality procedures and contractual provisions are the core
of our efforts to protect our proprietary technology and our brand. Our patents and other intellectual property rights may be challenged by
others or invalidated through administrative process or litigation, and we may initiate claims or litigation against third parties for infringement
of our proprietary rights. Such administrative proceedings and litigation are inherently uncertain and divert resources that could be put towards
other business priorities. We may not be able to obtain a favorable outcome and may spend considerable resources in our efforts to defend and
protect our intellectual property.
Furthermore, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain.
Effective patent, trademark, copyright and trade secret protection may not be available to us in every country in which our products are
available. The laws of some foreign countries may not be as protective of intellectual property rights as those in the United States, and
mechanisms for enforcement of intellectual property rights may be inadequate.
Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual
property and using our technology for their competitive advantage. Any such infringement or misappropriation could have a material adverse
effect on our business, results of operations and financial condition.
Resolution of claims that we have violated or may violate the intellectual property rights of others could require us to indemnify our
customers, resellers or vendors, redesign our products, or pay significant royalties to third parties, and materially harm our business.
Our industry is marked by a large number of patents, copyrights, trade secrets and trademarks and by frequent litigation based on
allegations of infringement or other violation of intellectual property rights. Third-parties have in the past sent us correspondence regarding
their intellectual property and in the future we may receive claims that our products infringe or violate third parties’ intellectual property rights.
For example, we were subject to a lawsuit filed on September 2, 2005 by Rackable Systems, Inc. On May 3, 2007, we settled the claims on
terms which had no adverse effect on our business, financial condition and result of operations. Successful intellectual property claims against
us from others could result in significant financial liability or prevent us from operating our business or portions of our business as we currently
conduct it or as we may later conduct it. In addition, resolution of claims may require us to redesign our technology, to obtain licenses to use
intellectual property belonging to third parties, which we may not be able to obtain on reasonable terms, to cease using the technology covered
by those rights, and to indemnify our customers, resellers or vendors. Any claim, regardless of its merits, could be expensive and time
consuming to defend against, and divert the attention of our technical and management resources.
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If we lose Charles Liang, our President, Chief Executive Officer and Chairman, or any other key employee or are unable to attract
additional key employees, we may not be able to implement our business strategy in a timely manner.
Our future success depends in large part upon the continued service of our executive management team and other key employees. In
particular, Charles Liang, our President, Chief Executive Officer and Chairman of the Board, is critical to the overall management of our
company as well as to the development of our culture and our strategic direction. Mr. Liang co-founded our company and has been our Chief
Executive Officer since our inception. His experience in running our business and his personal involvement in key relationships with suppliers,
customers and strategic partners are extremely valuable to our company. Additionally, we are particularly dependent on the continued service
of our existing research and development personnel because of the complexity of our products and technologies. Our employment
arrangements with our executives and employees do not require them to provide services to us for any specific length of time, and they can
terminate their employment with us at any time, with or without notice, without penalty. The loss of services of any of these executives or of
one or more other key members of our team could seriously harm our business.
To execute our growth plan, we must attract additional highly qualified personnel, including additional engineers and executive staff.
Competition for qualified personnel is intense, especially in San Jose, where we are headquartered. We have experienced in the past and may
continue to experience difficulty in hiring and retaining highly skilled employees with appropriate qualifications. In particular, we are currently
working to add personnel in our finance, accounting and general administration departments, which have historically had limited budgets and
staffing. If we are unable to attract and integrate additional key employees in a manner that enables us to scale our business and operations
effectively, or if we do not maintain competitive compensation policies to retain our employees, our ability to operate effectively and
efficiently could be limited.
Our board and management team have a limited history of working together and may not be able to execute our business plan.
Two members of our Board joined our Board in August 2006 and two others joined in February 2007. Howard Hideshima, our Chief
Financial Officer, joined the Company in May 2006. We have also recently filled a number of positions in our finance and accounting staff.
Accordingly, key personnel in our finance and accounting team have only recently assumed the duties and responsibilities they are now
performing. Our Board members and key employees have worked together for only a limited period of time and have a limited track record of
executing our business plan as a team. In addition, our executives have limited experience conducting business as a public company and
fulfilling the increased legal, administrative and accounting obligations associated with being a public company. Accordingly, it is difficult to
predict whether our directors and senior executives, individually and collectively, will be effective in managing our operations.
Any failure to adequately expand our sales force will impede our growth.
Though we expect to continue to rely primarily on third party distributors to sell our server solutions, we expect that, over time, our direct
sales force will grow. Competition for direct sales personnel with the advanced sales skills and technical knowledge we need is intense. Our
ability to grow our revenue in the future will depend, in large part, on our success in recruiting, training, retaining and successfully managing
sufficient qualified direct sales personnel. New hires require significant training and may take six months or longer before they reach full
productivity. Our recent hires and planned hires may not become as productive as we would like, and we may be unable to hire sufficient
numbers of qualified individuals in the future in the markets where we do business. If we are unable to hire and develop sufficient numbers of
productive sales personnel, sales of our server solutions will suffer.
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Our direct sales efforts may create confusion for our end customers and harm our relationships with our distributors and OEMs.
Though our direct sales efforts have historically been limited and focused on customers who typically do not buy from distributors or
OEMs, we expect our direct sales force to grow as our business grows. As our direct sales force becomes larger, our direct sales efforts may
lead to conflicts with our distributors and OEMs, who may view our direct sales efforts as undermining their efforts to sell our products. If a
distributor or OEM deems our direct sales efforts to be inappropriate, the distributor or OEM may not effectively market our products, may
emphasize alternative products from competitors, or may seek to terminate our business relationship. Disruptions in our distribution channels
could cause our revenues to decrease or fail to grow as expected. Our failure to implement an effective direct sales strategy that maintains and
expands our relationships with our distributors and OEMs could lead to a decline in sales and adversely affect our results of operations.
Backlog does not provide a substantial portion of our net sales in any quarter.
Our net sales are difficult to forecast because we do not have sufficient backlog of unfilled orders to meet our quarterly net sales targets at
the beginning of a quarter. Rather, a majority of our net sales in any quarter depend upon customer orders that we receive and fulfill in that
quarter. Because our expense levels are based in part on our expectations as to future net sales and to a large extent are fixed in the short term,
we might be unable to adjust spending in time to compensate for any shortfall in net sales. Accordingly, any significant shortfall of revenues in
relation to our expectations would harm our operating results.
If the market for modular, open standard-based products does not continue to grow, opportunities to sell our products will be scarcer
and our ability to grow would suffer.
The success of our business requires companies to commit to a modular, open standard-based server architecture instead of traditional
proprietary and RISC/UNIX based servers. If enterprises do not adopt this open standard-based approach, the market for our products may not
grow as we anticipate and our revenues would be adversely affected. Many prospective customers have invested significant financial and
human resources in their existing systems, many of which are critical to their operations, and they may be reticent to overhaul their systems.
Moreover, many of the server systems that we sell currently run on the Linux operating system, and are subject to the GNU General Public
License. Pending litigation involving Linux and the GNU General Public License could be resolved in a manner that adversely affects Linux
adoption in our industry and could materially harm our ability to sell our products based on the Linux operating system and the GNU General
Public License. If the market for open standard-based modular technologies does not continue to develop for any reason, our ability to grow
our business will be adversely affected.
Market demand for our products may decrease as a result of changes in general economic conditions, as well as incidents of terrorism,
war and other social and political instability.
Our net sales and gross profit depend largely on general economic conditions and, in particular, the strength of demand for our server
solutions in the markets in which we are doing business. From time to time, customers and potential customers have elected not to make
purchases of our products due to reduced budgets and uncertainty about the future, and, in the case of distributors, declining demand from their
customers for their solutions in which they integrate our products. Similarly, from time to time, acts of terrorism, in particular in the United
States, have had a negative impact on information technology spending. High fuel prices and turmoil in the Middle East and elsewhere have
increased uncertainty in the United States and our other markets. Should the current conflicts in the Middle East and in other parts of the world
suppress economic activity in the United States or globally, our customers may delay or reduce their purchases on information technology,
which would result in lower demand for our products and adversely affect our results of operations.
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If we acquire any companies or technologies in the future, they could prove difficult to integrate, disrupt our business, dilute
stockholder value and adversely affect our operating results.
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•
•
In the future, we may acquire or make investments in companies, assets or technologies that we believe are complementary or strategic.
We have not made any acquisitions or investments to date, and therefore our ability as an organization to make acquisitions or investments is
unproven. If we decide to make an acquisition or investment, we face numerous risks, including:
difficulties in integrating operations, technologies, products and personnel;
diversion of financial and managerial resources from existing operations;
risk of overpaying for or misjudging the strategic fit of an acquired company, asset or technology;
problems or liabilities stemming from defects of an acquired product or intellectual property litigation that may result from offering
the acquired product in our markets;
challenges in retaining employees key to maximize the value of the acquisition or investment;
inability to generate sufficient return on investment;
incurrence of significant one-time write-offs; and
delays in customer purchases due to uncertainty.
•
•
•
•
•
If we proceed with an acquisition or investment, we may be required to use a considerable amount of our cash, including proceeds from
this offering, or to finance the transaction through debt or equity securities offerings, which may decrease our financial liquidity or dilute our
stockholders and affect the market price of our stock. As a result, if we fail to properly evaluate and execute acquisitions or investments, our
business and prospects may be harmed.
Maintaining and improving our financial controls and complying with rules and regulations applicable to public companies may be a
significant burden on our management team and require considerable expenditures of our resources.
As a public company, we incur additional legal, accounting and other expenses that we did not incur as a private company. The Securities
Exchange Act of 1934, or the Exchange Act, the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, and The Nasdaq Marketplace Rules,
or Nasdaq rules, apply to us as a public company. Compliance with these rules and regulations have necessitated significant increases in our
legal and financial budgets and may also strain our personnel, systems and resources.
The Exchange Act requires, among other things, filing of annual, quarterly and current reports with respect to our business and financial
condition. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal
control over financial reporting. Satisfying these requirements involves a commitment of significant resources and management oversight. As a
result of management’s efforts to comply with such requirements, other important business concerns may receive insufficient attention, which
could have a material adverse effect on our business, financial condition and results of operations. Failure to meet certain of these regulatory
requirements may also cause us to be delisted from the Nasdaq Global Market.
In addition, we are hiring and will continue to hire additional legal, accounting and financial staff with appropriate public company
experience and technical accounting knowledge, which will increase our operating expenses in future periods.
We also expect these rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability
insurance and we may be required to accept reduced coverage or incur substantially higher costs to maintain coverage. If we are unable to
maintain adequate directors’ and officers’ insurance, it may be more difficult for us to attract and retain qualified persons to serve on our board
of directors or as executive officers.
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Our operations involve the use of hazardous and toxic materials, and we must comply with environmental laws and regulations, which
can be expensive, and may affect our business and operating results.
We are subject to federal, state and local regulations relating to the use, handling, storage, disposal and human exposure to hazardous and
toxic materials. If we were to violate or become liable under environmental laws in the future as a result of our inability to obtain permits,
human error, accident, equipment failure or other causes, we could be subject to fines, costs, or civil or criminal sanctions, face third party
property damage or personal injury claims or be required to incur substantial investigation or remediation costs, which could be material, or
experience disruptions in our operations, any of which could have a material adverse effect on our business. In addition, environmental laws
could become more stringent over time imposing greater compliance costs and increasing risks and penalties associated with violations, which
could harm our business.
We also face increasing complexity in our product design as we adjust to new and future requirements relating to the materials
composition of our products, including the restrictions on lead and other hazardous substances applicable to specified electronic products
placed on the market in the European Union (Restriction on the Use of Hazardous Substances Directive 2002/95/EC, also known as the RoHS
Directive). We are also subject to laws and regulations such as California’s “Proposition 65” which requires that clear and reasonable warnings
be given to consumers who are exposed to certain chemicals deemed by the State of California to be dangerous, such as lead. In June 2007, we
entered into a settlement agreement regarding this claim, and the claims on terms had no adverse effect on our business, financial condition and
result of operations. We expect that our operations will be affected by other new environmental laws and regulations on an ongoing basis.
Although we cannot predict the ultimate impact of any such new laws and regulations, they will likely result in additional costs, and could
require that we change the design and/or manufacturing of our products, any of which could have a material adverse effect on our business.
Risks Related to Owning Our Stock
The trading price of our common stock is likely to be volatile, and you might not be able to sell your shares at or above the price at
which you purchased the shares.
Our stock has been publicly traded for a relatively short period of time, having first begun trading in March 2007. The trading prices of
technology company securities in general have been highly volatile. Accordingly, the trading price of our common stock is likely to be subject
to wide fluctuations. Factors, in addition to those outlined elsewhere in this prospectus, that may affect the trading price of our common stock
include:
•
•
•
•
•
•
•
•
•
•
•
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
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•
other events or factors, including those resulting from war, incidents of terrorism or responses to these events.
Future sales of shares by existing stockholders could cause our stock price to decline.
Attempts by existing stockholders to sell substantial amounts of our common stock in the public market after the contractual lock-up and
other legal restrictions on resale discussed in this prospectus lapse could cause the trading price of our common stock to decline significantly.
As of June 30, 2007, we had approximately 30.2 million shares of common stock outstanding. Of these shares, only shares of common stock
sold in our initial public offering to investors other than those subject to a 180-day contractual lock-up are currently freely tradable, without
restriction, in the public market. Merrill Lynch, Pierce, Fenner & Smith Incorporated may, in its sole discretion, permit our officers, directors,
employees and current stockholders who are subject to a 180-day contractual lock-up to sell shares prior to September 25, 2007, the expiration
of the lock-up agreements. The lock-up is subject to extension under certain circumstances.
After the lock-up agreements pertaining to our initial public offering expire, an additional approximately 21.0 million shares will be
eligible for sale in the public market, including approximately 11.6 million shares held by directors, executive officers and other affiliates,
which will be subject to volume limitations under Rule 144 under the Securities Act. In addition, approximately 12.0 million shares subject to
outstanding options and reserved for future issuance under our 1998 stock option plan will become eligible for sale in the public market to the
extent permitted by the provisions of various vesting agreements, the lock-up agreements and Rules 144 and 701 under the Securities Act. If
these additional shares are sold, or if it is perceived that they will be sold, in the public market, the trading price of our common stock could
decline.
If securities analysts do not publish research or reports about our business or if they downgrade our stock, the price of our stock could
decline.
The research and reports that industry or financial analysts publish about us or our business likely have an effect on the trading price of
our common stock. If an industry analyst decides not to cover our company, or if an industry analyst decides to cease covering our company at
some point in the future, we could lose visibility in the market, which in turn could cause our stock price to decline. If an industry analyst
downgrades our stock, our stock price would likely decline rapidly in response.
The concentration of our capital stock ownership with insiders will likely limit your ability to influence corporate matters.
As of August 20, 2007, we anticipate that our executive officers, directors, current five percent or greater stockholders and affiliated
entities will together beneficially owned approximately 47.8 percent of our common stock outstanding. As a result, these stockholders, acting
together, will have significant influence over all matters that require approval by our stockholders, including the election of directors and
approval of significant corporate transactions. Corporate action might be taken even if other stockholders, including those who purchase shares
in this offering, oppose them. This concentration of ownership might also have the effect of delaying or preventing a change of control of our
company that other stockholders may view as beneficial.
Provisions of our certificate of incorporation and bylaws and Delaware law might discourage, delay or prevent a change of control of
our company or changes in our management and, as a result, depress the trading price of our common stock.
Our certificate of incorporation and bylaws contain provisions that could discourage, delay or prevent a change in control of our company
or changes in our management that the stockholders of our company may deem advantageous. These provisions:
establish a classified board of directors so that not all members of our board are elected at one time;
•
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•
•
•
•
•
•
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.
In addition, we are subject to Section 203 of the Delaware General Corporation Law, which, subject to some exceptions, prohibits
“business combinations” between a Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who
becomes a beneficial owner of 15% or more of a Delaware corporation’s voting stock for a three-year period following the date that the
stockholder became an interested stockholder. Section 203 could have the effect of delaying, deferring or preventing a change in control that
our stockholders might consider to be in their best interests. See “Description of Capital Stock.”
These anti-takeover defenses could discourage, delay or prevent a transaction involving a change in control of our company. These
provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing
and cause us to take corporate actions other than those you desire.
We do not expect to pay any cash dividends for the foreseeable future.
We do not anticipate that we will pay any cash dividends to holders of our common stock in the foreseeable future. Accordingly,
investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains
on their investment. Investors seeking cash dividends in the foreseeable future should not purchase our common stock.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2.
Properties
Our principal executive offices, research and development center and production operations are located in San Jose, California where we
own approximately 262,000 square feet of office and manufacturing space subject to existing mortgages with approximately $11.6 million
remaining outstanding as of June 30, 2007. Our European headquarters for sales and customer support is located in Denbosch, Netherlands
where we lease approximately 21,000 square feet of office space under a lease that expires in 2011. In Asia, our research and development
operations are located in an approximately 23,000 square feet facility in Taipei County, Taiwan under a lease that expires in 2008. On June 28,
2007, we entered into an agreement to purchase a property located at 880 Fox Lane, San Jose, California, consisting of approximately 90,000
square feet of space. The purchase price for this property is approximately $11.3 million. Escrow of this property is expected to close on or
about October 15, 2007.
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Item 3.
Legal Proceedings
On September 2, 2005, Rackable Systems, Inc. filed a patent infringed lawsuit against us in federal court for the Northern District of
California. On May 3, 2007, we settled the claims on terms which had no adverse effect on our business, financial condition and result of
operations.
In 2004, we received subpoenas from the Bureau of Industry and Security of the Department of Commerce, or BIS, with respect to our
relationship with a distributor and transactions involving the sale and resale of products to Iran. After receiving the first subpoena, we retained
special export control counsel, conducted an internal investigation into these matters and terminated our relationship with the distributor in
question. We also instituted a new export compliance program, which program we continue to develop and implement. The U.S. Department of
Justice and Office of Foreign Assets Control of the Department of Treasury, or OFAC, also initiated investigations regarding these matters. In
September 2006, we entered into an agreement with the U.S. Department of Justice pursuant to which we agreed to plead guilty to one count of
violating federal export regulations by shipping 300 motherboards to Dubai, UAE, with knowledge that they would be transshipped to Iran. We
agreed to pay a $150,000 fine. The plea agreement has been approved by the U.S. District Court. We have also entered into a settlement
agreement with BIS with respect to alleged violations of the Export Administration Regulations pursuant to which we agreed to pay a fine of
approximately $125,000. We were charged by BIS with twelve violations of the Export Administration Regulations. Six of these violations
involved the shipment of server systems and components without required government authorization through a distributor to end customers in
Iran. Three of these violations involved allegations that shipments took place when we knew or had reason to know that the transactions would
constitute a violation of the applicable regulations. Three involved claims that we made false declarations on shipping documents, stating that
no license was required for the export of the products when in fact a government license was required. BIS has also issued a proposed charging
letter to one of our employees who served as an international sales team leader at the time of the transactions in question. This individual
continues to be employed by us; however, the individual no longer works in an international sales function. Finally, we have a settlement
agreement with OFAC relating to 21 alleged violations of U.S. sanctions laws. Pursuant to this agreement, we have paid a fine of $179,000. We
believe that all issues with respect to the matters under investigation have been resolved as to the Company. We believe we are currently in
compliance in all material respects with applicable export related laws and regulations. However, if our export compliance program is not
effective, or if we are subject to any future claims regarding violation of export control laws and economic sanctions, we could be subject to
civil or criminal penalties, which could lead to a material fine or other sanctions, including loss of export privileges, that may have a material
adverse effect on our business, financial condition, results of operation and future prospects. In addition, these plea and settlement agreements
and any future violations could have an adverse impact on our ability to sell our products to U.S. federal, state and local government and
related entities.
We are subject to a suit brought by Digitechnic, S.A. which was filed in the Bobigny Commercial Court in Paris, France in 1999. The
claims involve allegations of damages stemming from allegedly defective products. In September 2003, the Bobigny Commercial Court
awarded damages of approximately $1.2 million against us. In February 2005, the Paris Court of Appeals reversed the trial court’s ruling,
dismissed all of Digitechnic’s claims and awarded costs to us. Digitechnic appealed the decision to the French Supreme Court and asked for
$2,416,000 for damages. On February 13, 2007, the French Supreme Court reversed the decision of the Paris Court of Appeals, ordering a new
hearing before a different panel of the Paris Court of Appeals. Pending a new hearing, the trial court ruling is reinstated. Although we cannot
predict with certainty the final outcome of this litigation, we believe the claim to be without merit and intend to continue to defend it
vigorously.
In addition to the above, from time to time, we may be involved in various legal proceedings arising from the normal course of business
activities. In our opinion, resolution of the above matters is not expected to have a material adverse impact on our consolidated results of
operations, cash flows or our financial position. However, depending on the amount and timing, an unfavorable resolution of a matter could
materially affect our future results of operations, cash flows or financial position in a particular period.
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Item 4.
Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of our security holders during the quarter ended June 30, 2007.
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock is traded on The Nasdaq Global Market under the symbol “SMCI.” On March 28, 2007, a registration statement on
Form S-1 was declared effective for our initial public offering. The following table sets forth the high and low selling prices of our common
stock for the period March 29, 2007 through June 30, 2007, as reported by The Nasdaq Global Market.
Fiscal Year 2007:
Third Quarter
Fourth Quarter
Dividend Policy
High
Low
$ 8.99
$ 11.43
$ 8.76
$ 9.54
We have never declared or paid cash dividends on our capital stock and do not expect to pay any dividends in the foreseeable future.
Holders
There were approximately 110 registered stockholders of record of our common stock on August 20, 2007.
Equity Compensation Plan
Please see Part III, Item 12 of this report for disclosure relating to our equity compensation plans. Such information is incorporated by
reference from our proxy statement.
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Stock Performance Graph
The following graph compares our cumulative total stockholder return on our common stock between March 29, 2007 (the date of our
initial public offering) and June 30, 2007 with the cumulative return of the Nasdaq Computer Index and the Nasdaq Composite Index, which
both include our common stock, for the comparable period.
The graph reflects an investment of $100 in our common stock, the Nasdaq Computer Index and the Nasdaq Composite Index, on
March 29, 2007, and a reinvestment of dividends, if any. The stockholder return shown on the graph below is not necessarily indicative of
future performance, and we do not make or endorse any predictions as to future stockholder returns.
Comparison of March 29, 2007 to June 30, 2007 Cumulative Total Return Among Super Micro Computer, Nasdaq Computer Index
and Nasdaq Composite
Recent Sales of Unregistered Securities
On April 3, 2007, we completed the initial public offering of shares of our common stock. On March 28, 2007, the SEC declared our
Registration Statement on Form S-1 (File No. 333-138370) effective. The Registration Statement registered the sale of an aggregate of
9,200,000 shares of our common stock, of which we sold 6,400,000 shares, and the selling stockholders sold 2,800,000 shares (including
1,200,000 shares sold pursuant to the underwriters’ over-allotment option). The underwriters exercised the over-allotment option in full on
April 3, 2007. At a public offering price of $8.00 per share, the aggregate price of the shares sold by us was $51,200,000, and the aggregate
price of the shares sold by the selling stockholders was $22,400,000. We did not receive any proceeds from the sale of shares by the selling
stockholders. The managing underwriters for the offering were Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Securities LLC and
Needham & Company, LLC. The aggregate underwriting discounts and commissions for shares sold by both us and the selling stockholders
were $5,152,000.
The net proceeds to us from the offering, after deducting $3,584,000 in underwriting discounts and commissions and $4,635,000 of
offering expenses payable by us, were $42,981,000. We had used approximately $7.2 million of the net proceeds to pay off one of the building
loans, and we intend to use approximately $11.6 million of the net proceeds to repay the outstanding building loans as of June 30, 2007. We
have invested $15.0 million of the net proceeds of the offering in short-term investment consist of auction rate securities. The goal with respect
to the investment of the net proceeds is capital preservation and liquidity so that such funds are readily available to fund our operations. We
intend to use approximately $11.3 million of the net proceeds to purchase a property at 880 Fox Lane, San Jose, California to provide
additional office space. Escrow of this property is expected to close on or about October 15, 2007. We have no present intention to acquire any
businesses, products or technologies. No net proceeds to us, or expenses incurred for our account in connection with the offering, were paid to
any of our directors, officers, 10% or greater stockholders or affiliates.
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Table of Contents
The intended use of the net proceeds represents our current intentions based upon our current plans and business condition. The amounts
and timing of our expenditures will depend upon a number of factors, including cash flows from operations and anticipated growth of our
business. Our management will have broad discretion in the use of our net proceeds.
Issuer Purchases of Equity Securities
None.
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Table of Contents
Item 6.
Selected Financial Data
The following selected consolidated financial data is qualified by reference to, and should be read in conjunction with, our Consolidated
Financial Statements and notes thereto in Part II, Item 8 and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” in Part II, Item 7, of this report on Form 10-K. Our historical results are not necessarily indicative of the results to be expected in
any future period.
Consolidated Statements of Operations Data:(1)
Net sales
Cost of sales
Gross profit
Operating expenses:
Research and development
Sales and marketing
General and administrative
Provision for (reversal of) litigation loss
Total operating expenses
Income from operations
Interest income
Interest expense
Other income, net
Interest and other income, net
Income before income tax provision
Income tax provision
Net income
Net income per share
Basic
Diluted
Basic
Diluted
Shares used in per share calculation
(1) Includes charges for stock-based compensation:
Cost of sales
Research and development
Sales and marketing
General and administrative
Consolidated Balance Sheet Data:
Cash and cash equivalents
Working capital
Total assets
Long-term obligations, net of current portion(2)
Total stockholders’ equity
(2) As of June 30, 2007, $11.3 million of our long-term obligations, net of current portion were building loans.
40
2007
Fiscal Years Ended June 30,
2005
(in thousands, except per share data)
2004
2006
2003
$ 420,393
345,384
75,009
$ 302,541
242,235
60,306
$ 211,763
178,293
33,470
$ 167,065
138,232
28,833
$ 137,161
113,853
23,308
21,171
12,586
11,467
(120 )
45,104
29,905
765
(1,332 )
0
(567 )
29,338
9,999
$ 19,339
15,814
9,363
6,931
575
32,683
27,623
254
(1,257 )
2
(1,001 )
26,622
9,675
$ 16,947
10,609
7,197
5,380
(1,178 )
22,008
11,462
117
(867 )
17
(733 )
10,729
3,639
$ 7,090
8,513
8,439
5,074
—
22,026
6,807
27
(771 )
20
(724 )
6,083
1,229
$ 4,854
6,858
5,907
3,315
1,178
17,258
6,050
28
(800 )
95
(677 )
5,373
1,856
$ 3,517
$
$
0.80
0.57
$
$
0.77
0.53
$
$
0.32
0.24
$
$
0.22
0.17
$
$
0.16
0.14
24,153
33,946
22,010
31,846
21,914
29,442
21,898
28,062
21,714
25,726
$
$
300
1,058
362
710
$
$
102
441
236
317
40
180
63
142
17
81
48
56
$ —
—
—
—
2007
2006
As of June 30,
2005
(in thousands)
2004
2003
$ 50,864
95,086
205,583
11,291
115,872
$ 16,509
37,026
131,001
18,685
47,767
$ 11,170
22,922
89,662
12,572
29,127
$ 7,359
14,040
72,347
13,062
21,568
$ 6,357
12,578
50,796
9,108
16,418
Table of Contents
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the consolidated financial statements and related notes which appear
elsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Our
actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those
discussed below and elsewhere in this Annual Report on Form 10-K, particularly under the heading “Risk Factors.”
Overview
We design, develop, manufacture and sell application optimized, high performance server solutions based on an innovative, modular and
open-standard x86 architecture. Our solutions include a range of complete server systems, as well as components which can be used by
distributors, OEMs and end customers to assemble server systems. To date, we have generated the majority of our net sales from components.
Since 2000, we have gradually shifted our focus and resources to designing, developing, manufacturing and selling application optimized
server systems. In recent years our growth in net sales has been driven by the growth in the market for application optimized server systems.
For fiscal years 2007, 2006 and 2005, net sales of optimized servers were $152.5 million, $104.5 million, and $66.6 million, respectively, and
net sales of serverboards and components were $267.9 million, $198.1 million, and $145.2 million, respectively.
We commenced operations in 1993 and have been profitable every year since inception. For fiscal years 2007, 2006 and 2005, our net
sales were $420.4 million, $302.5 million and $211.8 million, respectively, and our net income was $19.3 million, $16.9 million and $7.1
million, respectively.
We sell our server systems and components primarily through distributors and to a lesser extent to OEMs as well as through our direct
sales force. For fiscal years 2007, 2006 and 2005, we derived approximately 67%, 73% and 83%, respectively, of our net sales from products
sold to distributors, and we derived approximately 33%, 27% and 17%, respectively, from sales to OEMs and to end customers. None of our
customers accounted for 10% or more of our net sales in fiscal years 2007, 2006, or 2005. For fiscal years 2007, 2006 and 2005, we derived
approximately 59%, 59% and 56%, respectively, of our net sales from customers in the United States. For fiscal years 2007, 2006 and 2005, we
derived approximately 41%, 41% and 44%, respectively, of our net sales from customers outside the United States.
We perform the majority of our research and development efforts in-house. For fiscal years 2007, 2006 and 2005, research and
development expenses represented approximately 5.0%, 5.2% and 5.0% of our net sales, respectively.
We use several suppliers and contract manufacturers to design and manufacture components in accordance with our specifications, with
most final assembly and testing performed at our manufacturing facility in San Jose, California. This arrangement enables us to maintain our
cost structure and to benefit from our suppliers’ and contract manufacturers’ research and development and economies of scale.
One of our key suppliers is Ablecom, which supplies us with contract design and manufacturing support. For fiscal years 2007, 2006 and
2005, our purchases from Ablecom represented approximately 27.7%, 31.3% and 32.2% of our cost of sales, respectively. Ablecom’s sales to
us constitute a substantial majority of Ablecom’s net sales. We plan to expand our warehousing capacity and our manufacturing relationship
with Ablecom in China in an effort to reduce our product costs. Ablecom is expanding operations from Taiwan to a larger facility in China. In
addition to providing a larger volume of contract manufacturing services for us, Ablecom will warehouse for us an increasing number of
components and subassemblies manufactured by multiple suppliers prior to shipment to our facilities in the U.S. and Europe. We typically
negotiate the price of products that we purchase from Ablecom on a quarterly basis; however, either party may re-negotiate the price of
products with each order. As a result of our relationship with Ablecom, it is possible that Ablecom may in the future sell products to us at a
price lower than we could obtain from an unrelated third party supplier. This may result in our reporting for one or
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Table of Contents
more periods gross profit as a percentage of net sales in excess of what we might have obtained absent our relationship with Ablecom.
In order to continue to increase our net sales and profits, we believe that we must continue to develop flexible and customizable server
solutions and be among the first to market with new features and products. We measure our financial success based on various indicators,
including growth in revenues, gross profit as a percentage of net sales, operating income as a percentage of net sales, levels of inventory, and
days sales outstanding, or DSOs. In connection with these efforts, we monitor daily and weekly sales and shipment reports. Among the key
non-financial indicators of our success is our ability to rapidly introduce new products and deliver the latest application optimized server
solutions. In this regard, we work closely with microprocessor and other component vendors to take advantage of new technologies as they are
introduced. We also solicit input from our customers to understand their future needs as we design and develop our products.
Fiscal Year
Our fiscal year ends on June 30. References to fiscal year 2007, for example, refer to the fiscal year ended June 30, 2007.
Revenues and Expenses
Net sales. Net sales consist of sales of our server solutions, including server systems and components. The main factors which impact our
net sales are unit volumes shipped and average selling prices. The prices for server systems range widely depending upon the configuration,
and the prices for our components vary based on the type of component. As with most electronics-based products, average selling prices
typically are highest at the time of introduction of new products which utilize the latest technology and tend to decrease over time as such
products mature in the market and are replaced by next generation products.
Cost of sales. Cost of sales primarily consists of the costs to manufacture our products, including the costs of materials, contract
manufacturing, shipping, personnel and related expenses, equipment and facility expenses, warranty costs and inventory write-offs. The
primary factors that impact our cost of sales are the mix of products sold and cost of materials, which include raw material costs, shipping costs
and salary and benefits related to production. We expect cost of sales to increase in absolute dollars in the future from an expected increase in
net sales. Costs of sales as a percentage of net sales may increase over time if decreases in average selling prices are not offset by
corresponding decreases in our costs. Our cost of sales, as a percentage of net sales, is generally lower on server systems than on components.
Because we do not have long-term fixed supply agreements, our cost of sales is subject to change based on market conditions.
Research and development expenses. Research and development expenses consist of the personnel and related expenses of our research
and development teams, and materials and supplies, consulting services, third party testing services and equipment and facility expenses related
to our research and development activities. All research and development costs are expensed as incurred. We occasionally receive non-
recurring engineering (NRE) funding from certain suppliers and customers towards our development efforts. Under these programs, we are
reimbursed for certain research and development costs that we incur as part of the joint development of our products and those of our suppliers
and customers. These amounts offset a portion of the related research and development expenses and have the effect of reducing our reported
research and development expenses. We expect that research and development expenses will continue to increase in absolute dollars in the
future as we increase our investment in developing new products and adding new features in current products, but such expenditures may
fluctuate as a percentage of net sales.
Sales and marketing expenses. Sales and marketing expenses consist primarily of salaries and commissions for our sales and marketing
personnel, costs for tradeshows, independent sales representative fees and marketing programs. From time to time, we receive cooperative
marketing funding from certain suppliers. Under these
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Table of Contents
programs, we are reimbursed for certain marketing costs that we incur as part of the joint promotion of our products and those of our suppliers.
These amounts offset a portion of the related expenses and have the effect of reducing our reported sales and marketing expenses. Similarly, we
from time to time offer our distributors cooperative marketing funding which has the effect of increasing our expenses. The timing, magnitude
and estimated usage of our programs and those of our suppliers can result in significant variations in reported sales and marketing expenses
from period to period. Spending on cooperative marketing, either by us or our suppliers, typically increases in connection with significant
product releases by us or our suppliers. We expect sales and marketing expenses to continue to increase in absolute dollars, but that such
expenditures will decline as a percentage of net sales.
General and administrative expenses. General and administrative expenses consist primarily of general corporate costs, including
personnel expenses, financial reporting, corporate governance and compliance and outside legal, audit and tax fees. We expect general and
administrative expenses to continue to increase significantly on an absolute dollar basis to support our anticipated growth and cover additional
costs associated with being a public company, such as regulatory reporting requirements, Sarbanes-Oxley compliance, higher insurance
premiums and investor relations, but such expenses may fluctuate as a percentage of net sales.
Provision for (reversal of) litigation loss. Loss from litigation relates to an action filed in France by Digitechnic, S.A., a former
customer, alleging that certain products purchased from us were defective. In September 2003, the court found in favor of Digitechnic and
awarded damages totaling $1.2 million. We accrued for these damages in our consolidated financial statements as of June 30, 2003. In
February 2005, the court of appeals dismissed the claims and, as a result, we reversed the expense. Digitechnic appealed the decision to the
French supreme court and asked for $2,416,000 for damages. On February 13, 2007, the French Supreme Court reversed the decision of the
Paris Court of Appeals, ordering a new hearing before a different panel of the Paris Court of Appeals. Pending a new hearing, the trial court
ruling is reinstated. Although we cannot predict with certainty the final outcome of this litigation, we believe the claims to be without merit and
intend to continue to defend against them vigorously. We believe that the ultimate resolution of this matter will not result in a material adverse
impact on our results of operations, cash flows or financial position. In addition, we accrued $575,000 in fiscal year 2006 for the payment of
estimated fines related to export control matters arising in prior years. In August, September and November 2006, we entered into settlement
agreements regarding certain claims relating to the sale of its products in violation of export control laws. In August 2006, we entered into a
plea agreement with the U.S. Department of Justice, the principal terms of which included entering a guilty plea to one charge of violating
federal export regulations and payment of approximately $150,000 in fines. The plea agreement has been approved by the U.S. District Court.
We have also entered into a settlement agreement with the Bureau of Industry and Security of the Department of Commerce pursuant to which
we have acknowledged violations of the Export Administration Regulations and agreed to pay a fine of approximately $125,000. Finally, on
November 10, 2006, we entered into a settlement agreement with the Office of Foreign Assets Control of the Department of the Treasury
(“OFAC”), pursuant to which we made a payment of a fine of $179,000. We believe that all issues with respect to the matters under
investigation have been resolved as to the Company.
Interest expense and other, net. Interest expense and other, net represents the net of our interest expense on the building loans for our
owned facilities and a Small Business Administration loan offset by interest earned on our cash balances. We expect to use a portion of the net
proceeds from our initial public offering to repay all of these obligations.
Income tax provision. Our income tax provision is based on our taxable income generated in the jurisdictions in which we operate,
currently primarily the United States and the Netherlands and to a lesser extent, Taiwan. Our effective tax rate differs from the statutory rate
primarily due to the tax benefit of research and development tax credits and the extraterritorial income exclusion. A reconciliation of the federal
statutory income tax rate to our effective tax rate is set forth in Note 10 of Notes to Consolidated Financial Statements. In future years, we
anticipate our effective tax rate will increase due to the phase out of the extraterritorial income exclusion.
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Critical Accounting Policies
Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been
prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amount of assets, liabilities, revenues and expenses. We evaluate our
estimates on an on-going basis, including those related to inventory valuations, income taxes, warranty obligations and stock-based
compensation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the
circumstances, the results of which form the basis for making the judgments we make about the carrying values of assets and liabilities that are
not readily apparent from other sources. Because these estimates can vary depending on the situation, actual results may differ from the
estimates.
We believe the following are our most critical accounting policies as they require our more significant judgments in the preparation of our
financial statements.
Revenue recognition. We account for revenue under the provisions of Staff Accounting Bulletin (SAB) No. 104, Revenue Recognition in
Financial Statements . Under the provisions of SAB No. 104, we recognize revenue from sales of products, when persuasive evidence of an
arrangement exists, shipment has occurred and title has transferred, the sales price is fixed or determinable, collection of the resulting
receivable is reasonably assured, and all significant obligations have been met. Generally this occurs at the time of shipment when risk of loss
and title has passed to the customer. Our standard arrangement with our customers includes a signed purchase order or contract, free-on-board
shipping point terms, except for a few customers who have free-on-board destination terms and revenue is recognized when the products arrive
at the destination, 30 to 60 days payment terms, and no customer acceptance provisions. We generally do not provide for non-warranty rights
of return except for products which have “Out-of-box” failure, where customers could return these products for credit within 30 days of
receiving the items. Certain distributors and OEMs are also permitted to return products in unopened boxes, limited to purchases over a
specified period of time, generally within 60 to 90 days of the purchase, or to products in the distributor’s or OEM’s inventory at certain times
(such as the termination of the agreement or product obsolescence). In addition, we have a sale arrangement with an OEM that has limited
product return rights. To estimate reserves for future sales returns, we regularly review our history of actual returns for each major product line.
We also communicate regularly with our distributors to gather information about end customer satisfaction, and to determine the volume of
inventory in the channel. Reserves for future returns are adjusted as necessary, based on returns experience, returns expectations and
communication with our distributors.
Probability of collection is assessed on a customer-by-customer basis. Customers are subjected to a credit review process that evaluates
the customers’ financial position and ability to pay. If it is determined from the outset of an arrangement that collection is not probable based
upon the review process, the customers are required to pay cash in advance of shipment. We provide for price protection to certain distributors.
We assess the market competition and product technology obsolescence, and make price adjustments based on our judgment. Upon each
announcement of price reductions, the accrual for price protection is calculated based on our distributors’ inventory on hand. Such reserves are
recorded as a reduction to revenue at the time we reduce the product prices in accordance with Emerging Issues Task Force Issue No. 01-9,
Accounting for Consideration Given by a Vendor to a Customer (including a Reseller of the Vendor’s Products ). Credits that we issued
pursuant to these provisions were $182,000, $75,000 and $203,000 for fiscal years 2007, 2006 and 2005, respectively. We do not commit to
future price reductions with any of our customers.
We have an immaterial amount of service revenue relating to non-warranty repairs, which is recognized upon shipment of the repaired
units to customers. Service revenue has been less than 10% of net sales for all periods presented and is not separately disclosed.
Cooperative marketing accruals. We follow Emerging Issues Task Force (“EITF”) Issue No. 01-9, Accounting for Consideration Given
by a Vendor to a Customer (including a Reseller of the Vendor’s Products).
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We have arrangements with resellers of our products to reimburse the resellers for cooperative marketing costs meeting specified criteria. In
accordance with EITF Issue No. 01-9, we record advertising costs meeting such specified criteria within sales and marketing expenses in the
accompanying consolidated statements of operations. For those advertising costs that do not meet the criteria set forth in EITF Issue No. 01-9,
the amounts are recorded as a reduction to sales in the accompanying consolidated statements of operations.
Prior to fiscal year 2007, we had recognized the maximum potential amount of the reimbursement for which the resellers were entitled
(that is, no reduction for breakage was made) as we lacked sufficient historical experience to make a reasonably reliable estimate. Beginning in
fiscal year 2007, we determined that we had sufficient history of unclaimed cooperative marketing funds to make reasonably reliable estimates.
Accordingly, we determined an estimate of unclaimed cooperative marketing funds breakage of approximately 27% for our cooperative
marketing accruals. This change in accounting estimate had a favorable impact on income before income taxes of approximately $755,000 for
the fiscal year June 30, 2007. The effect on net income for this period was an increase of approximately $498,000 and the effect on earnings per
common share was an increase of $0.02 per basic share and $0.01per fully diluted share.
Product warranties. We offer product warranties ranging from 12 to 36 months against any defective product. We accrue for estimated
returns of defective products at the time revenue is recognized, based on historical warranty experience and recent trends. We monitor warranty
obligations and may make revisions to our warranty reserve if actual costs of product repair and replacement are significantly higher or lower
than estimated. Accruals for anticipated future warranty costs are charged to cost of sales and included in accrued liabilities.
Inventory valuation. Inventory is valued at the lower of cost or market. We evaluate inventory on a quarterly basis for excess and
obsolescence and write-down the valuation of units that are unlikely to be sold based upon estimated demand for the following twelve months.
This evaluation may take into account matters including expected demand, anticipated sales price, product obsolescence and other factors. If
actual future demand for our products is less than currently forecasted, additional inventory adjustments may be required. Once a reserve is
established, it is maintained until the product to which it relates is sold or scrapped. If a unit that has been written down is subsequently sold,
the cost associated with the revenue from this unit is reduced to the extent of the write down, resulting in an increase in gross profit.
Accounting for income taxes. We account for income taxes under an asset and liability approach. Deferred income taxes reflect the
impact of temporary differences between assets and liabilities recognized for financial reporting purposes and such amounts recognized for
income tax reporting purposes, net operating loss carry-forwards and other tax credits measured by applying currently enacted tax laws.
Valuation allowances are provided when necessary to reduce deferred tax assets to an amount that is more likely than not to be realized.
Stock-based compensation. Effective July 1, 2006, we adopted the fair value recognition provisions of SFAS No. 123(R), Share-Based
Payment , using the prospective transition method, which establishes standards for the accounting of transactions in which an entity exchanges
its equity instruments for goods or services, primarily focusing on accounting for transactions where an entity obtains employee services in
share-based payment transactions. Prior to July 1, 2006, we account for stock-based compensation awards issued to our employees using the
intrinsic value measurement provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees , or Opinion
25. Accordingly, we have recorded compensation expense for stock options granted with exercise prices less than the fair value of the
underlying common stock at the option grant date. SFAS No. 123(R) requires enterprises to measure the cost of employee services received in
exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award. That cost will be
recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service
period (usually the vesting period). SFAS No. 123(R) supersedes our previous accounting under APB No. 25 for periods beginning in fiscal
2007. We recorded stock compensation expense of $1.5 million for the fiscal year ended June 30, 2007 resulting from the adoption of SFAS
No. 123(R).
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As of June 30, 2007, the total unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested stock options
granted since July 1, 2006 to employees and non-employee directors, was $6.7 million, which is expected to be recognized as an expense over
a weighted-average period of approximately 4 years. See Note 1 to our consolidated financial statements for additional information.
We estimated the fair value of stock options granted using a Black-Scholes option-pricing formula and a single option award approach.
This model requires us to make estimates and assumptions with respect to the expected term of the option, the expected volatility of the price of
our common stock and the expected forfeiture rate. The fair value is then amortized on a straight-line basis over the requisite service periods of
the awards, which is generally the vesting period.
The expected term represents the period that our stock-based awards are expected to be outstanding and was determined based on an
analysis of the relevant peer companies’ post-vest termination rates and the exercise factors. The expected volatility is based on a combination
of the implied and historical volatility of our company and the relevant peer group. In addition, we estimated the forfeiture rate based on our
historical experience.
Variable interest entities. We have analyzed our relationship with Ablecom and its subsidiaries and we have concluded that Ablecom is a
variable interest entity as defined by FIN No. 46R; however, the Company is not the primary beneficiary of Ablecom and, therefore, we do not
consolidate Ablecom. In performing our analysis, we considered our explicit arrangements with Ablecom including the supplier and distributor
arrangements. Also, as a result of the substantial related party relationship between the two companies, we considered whether any implicit
arrangements exist that would cause us to protect those related parties’ interests in Ablecom from suffering losses. We determined that no
implicit arrangements exist with Ablecom or its shareholders. Such an arrangement would be inconsistent with the fiduciary duty that we have
towards our stockholders who do not own shares in Ablecom.
Results of Operations
The following table sets forth our financial results, as a percentage of net sales for the periods indicated:
Net sales
Cost of sales
Gross profit
Operating expenses:
Research and development
Sales and marketing
General and administrative
Provision for (reversal of) litigation loss
Total operating expenses
Income from operations
Interest income
Interest expense
Other income, net
Income before income taxes provision
Income tax provision
Net income
46
2007
100.0 %
82.2
17.8
Years Ended June 30,
2006
100.0 %
80.1
19.9
2005
100.0 %
84.2
15.8
5.0
3.0
2.7
0.0
10.7
7.1
0.2
(0.3 )
0.0
7.0
2.4
4.6 %
5.2
3.1
2.3
0.2
10.8
9.1
0.1
(0.4 )
0.0
8.8
3.2
5.6 %
5.0
3.4
2.6
(0.6 )
10.4
5.4
0.1
(0.4 )
0.0
5.1
1.8
3.3 %
Table of Contents
Comparison of Fiscal Years Ended June 30, 2007 and 2006
Net sales. Net sales increased by $117.9 million, or 39.0%, to $420.4 million from $302.5 million, for fiscal years 2007 and 2006,
respectively. This was due primarily to an increase in unit volumes and average selling prices. For the year ended June 30, 2007, the
approximate number of units sold increased 23.5% to 2.1 million compared to 1.7 million for the year ended June 30, 2006. Growth in unit
volumes was primarily due to the introduction and growth of X7, H8 and PD series motherboards and an increase in sales of chassis and
accessories such as memory and disk drives offset in part by lower sales of X5 and X6 motherboards. For the year ended June 30, 2007, the
approximate number of server system units sold increased 15.7% to 133,000 compared to 115,000 for the year ended June 30, 2006. The
average selling price of server system units sold increased 22.2% to approximately $1,100 in fiscal year 2007 compared to approximately $900
in fiscal year 2006. Growth in the average selling prices of our server systems was principally driven by an increase in sales of 6000 Series and
AMD series of server systems, offset in part by declines in average selling prices of more mature products. Sales of server systems increased by
$48.0 million or 46.0% from fiscal year 2006 to fiscal year 2007, primarily due to increase in shipments of 6000 Series configurations of
servers, OEM servers and AMD series of server systems. Sales of server systems represented 36.3% of our net sales for fiscal year 2007 as
compared to 34.5% of our net sales for fiscal year 2006. For fiscal years 2007 and 2006, we derived approximately 67% and 73%, respectively,
of our net sales from products sold to distributors and we derived approximately 33% and 27%, respectively, from sales to OEMs and to end
customers. For fiscal year 2007, customers in the United States, Asia, Germany and rest of Europe accounted for approximately 59.2%, 15.4%,
6.9% and 16.4%, of our net sales, respectively, as compared to 58.5%, 11.0%, 8.9% and 19.3%, respectively, for fiscal year 2006.
Cost of sales. Cost of sales increased by $103.1 million, or 42.6%, to $345.4 million from $242.2 million, for fiscal years 2007 and 2006,
respectively. Cost of sales as a percentage of net sales was 82.2% and 80.1% for fiscal years 2007 and 2006, respectively. The increase in
absolute dollars of cost of sales was primarily attributable to the increase in net sales and higher inventory valuation changes of $2.8 million.
The higher cost of sales as a percentage of net sales was driven by an increase in our sales of X7 and PD series motherboards which have
higher than average cost of sales as a percentage of net sales and a decrease in average selling prices of more mature products. In fiscal year
2007, we recorded a $5.6 million expense, or 1.3% of net sales, related to the write down of excess and obsolete inventory as compared to $2.9
million, or 0.9% of net sales, in fiscal year 2006. The increase in the inventory write down was primarily for the Company’s AMD DDR
inventory.
Research and development expenses. Research and development expenses increased by $5.4 million, or 33.9%, to $21.2 million from
$15.8 million for fiscal years 2007 and 2006, respectively. Research and development expenses were 5.0% of net sales for fiscal year 2007 and
5.2% of net sales for fiscal year 2006. The increase in absolute dollars was primarily due to an increase of $4.0 million in compensation and
benefits resulting from growth in research and development personnel, including higher stock-based compensation expense resulting from the
adoption of FAS 123R, and an increase of $1.4 million in development costs associated with new products offset in part by an increase of $0.7
million in non-recurring engineering funding from certain suppliers and customers. The increase in personnel was primarily related to
expanded product development initiatives.
We incurred stock-based compensation expense associated with research and development personnel of $1.1 million in fiscal year 2007
and $0.4 million in fiscal year 2006, respectively. We expect research and development expenses to include stock-based compensation expense
of $129,000, $671,000, $1,120,000 and $1,252,000 in fiscal years 2011, 2010, 2009 and 2008, respectively, based on the continued vesting of
outstanding options as of June 30, 2007.
Sales and marketing expenses. Sales and marketing expenses increased by $3.2 million, or 34.4%, to $12.6 million from $9.4 million, for
fiscal years 2007 and 2006, respectively. Sales and marketing expenses were 3.0% and 3.1% of net sales for fiscal years 2007 and 2006,
respectively. The increase in absolute dollars was primarily due to an increase of $2.4 million in compensation and benefits resulting from
growth in sales and marketing personnel, including higher stock-based compensation expense resulting from the adoption of FAS 123R and an
increase of $0.5 million in trade show and travel related expenses.
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We incurred stock-based compensation expense associated with sales and marketing personnel of $0.3 million in fiscal year 2007 and
$0.2 million in fiscal year 2006, respectively. We expect sales and marketing expenses to include stock-based compensation expense of
$54,000, $242,000, $424,000 and $452,000 in fiscal years 2011, 2010, 2009 and 2008, respectively, based on the continued vesting of
outstanding options as of June 30, 2007.
General and administrative expenses. General and administrative expenses increased by $4.5 million, or 65.4%, to $11.5 million from
$6.9 million, for fiscal years 2007 and 2006, respectively. General and administrative expenses were 2.7% and 2.3% of net sales for fiscal years
2007 and 2006, respectively. The increase in absolute dollars was primarily due to an increase of $1.8 million in compensation and benefits,
including higher stock-based compensation expense resulting from the adoption of FAS 123R, an increase of $1.2 million in legal expenses
primarily associated with our defense of certain litigation matters and an increase of $0.6 million in professional fees to support being a public
company.
We incurred stock-based compensation expense associated with general and administrative personnel of $0.7 million in fiscal year 2007
and $0.3 million in fiscal year 2006, respectively. We expect general and administrative expenses to include stock-based compensation expense
of $113,000, $701,000, $932,000 and $1,005,000 in fiscal years 2011, 2010, 2009 and 2008, respectively, based on the continued vesting of
outstanding options as of June 30, 2007.
Provision for (reversal of) litigation loss. Loss from litigation decreased by $0.7 million to $(0.1) million from $0.6 million for fiscal
years 2007 and 2006, respectively. The decrease was primarily due to the final settlement of import/export litigation at less than the estimated
loss amount. See “Notes to Consolidated Financial Statements—Note 12.”
Interest and other expense, net. Interest and other expense, decreased by $0.4 million, or 43.4%, to $0.6 million from $1.0 million, for
fiscal years 2007 and 2006, respectively, of which $1.3 million was interest expenses in both fiscal years. The decrease was due to higher
interest income of $0.5 million from higher cash, cash equivalent and short-term investment balances primarily as a result of our initial public
offering. We expect the interest expenses will decrease in the future as we intend to repay our outstanding building loans in fiscal year 2008.
Provision for income taxes. Provision for income taxes increased by $0.3 million, or 3.3%, to $10.0 million from $9.7 million, for fiscal
years 2007 and 2006, respectively. The effective tax rate was 34.1% and 36.3% for fiscal years 2007 and 2006, respectively. The decrease of
the effective tax rate was the result of the increased benefit of research and development tax credits and foreign income deductions relative to
our higher taxable income.
Comparison of Fiscal Years Ended June 30, 2006 and 2005
Net sales. Net sales increased by $90.8 million, or 42.9%, to $302.5 million from $211.8 million, for fiscal years 2006 and 2005,
respectively. This was due to an increase in both unit volumes and average selling prices. For the year ended June 30, 2006, the approximate
number of units sold increased 30.8% to 1.7 million compared to 1.3 million for the year ended June 30, 2005. Growth in unit volumes was
primarily due to the increasing sales of our 5000 series of server systems, our X6 series of serverboards and other server components, primarily
accessories, including microprocessors. For the year ended June 30, 2006, the approximate number of server system units sold increased 30.7%
to 115,000 compared to 88,000 for the year ended June 30, 2005. The average selling price of server system units sold increased 12.5% to
approximately $900 in fiscal year 2006 compared to approximately $800 in fiscal year 2005. Growth in the average selling prices of our server
systems was principally driven by an increase in sales of server systems to OEM customers and system integrators, offset in part by declines in
average selling prices in more mature products sold to distributors. Sales of server systems represented 31.4% of our net sales for fiscal year
2005 as compared to 34.5% of our net sales for fiscal year 2006. For fiscal years 2006 and 2005, we derived approximately 73% and 83%,
respectively, of our net sales from products sold to distributors and we derived approximately 27% and 17%, respectively, from sales to OEMs
and to end customers. The increase in sales to OEM and to end customers was principally the result of increased
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sales to OEMs. For fiscal year 2006, customers in the United States, Asia, Germany and rest of Europe accounted for approximately 58.5%,
11.0%, 8.9% and 19.3%, of our net sales, respectively, as compared to 56.3%, 12.7%, 9.3% and 18.4%, respectively, for fiscal year 2005.
Cost of sales. Cost of sales increased by $63.9 million, or 35.9%, to $242.2 million from $178.3 million, for fiscal years 2006 and 2005,
respectively. Cost of sales as a percentage of net sales was 80.1% and 84.2% for fiscal years 2006 and 2005, respectively. The increase in
absolute dollars of cost of sales was primarily attributable to the increase in net sales. The lower cost of sales as a percentage of net sales was
driven by the increasing percentage of our sales represented by server systems, which generally have lower costs of sales as a percentage of net
sales than components.
Research and development expenses. Research and development expenses increased by $5.2 million, or 49.1%, to $15.8 million from
$10.6 million for fiscal years 2006 and 2005, respectively. Research and development expenses were 5.2% of net sales for fiscal year 2006 and
5.0% of net sales for fiscal year 2005. The increase was primarily due to an increase of $3.9 million in compensation and benefits resulting
from growth in research and development personnel. The increase in personnel was primarily related to expanded product development
initiatives.
Sales and marketing expenses. Sales and marketing expenses increased by $2.2 million, or 30.1%, to $9.4 million to $7.2 million, for
fiscal years 2006 and 2005, respectively. Sales and marketing expenses were 3.1% and 3.4% of net sales for fiscal years 2006 and 2005,
respectively. The increase in absolute dollars was primarily due to an increase of $1.2 million in compensation and benefits resulting from
growth in sales and marketing personnel, an increase of $0.5 million in total advertising and promotional expenses, an increase of $0.2 million
in trade show expenses, and an increase of $0.3 million in international sales consulting fees, offset in part by an increase of $0.4 million in
cooperative funding from vendors.
General and administrative expenses. General and administrative expenses increased by $1.6 million, or 28.8%, to $6.9 million from
$5.4 million, for fiscal years 2006 and 2005, respectively. General and administrative expenses were 2.3% and 2.6% of net sales for fiscal years
2006 and 2005, respectively. The increase in absolute dollars was primarily due to an increase of $0.8 million in compensation and benefits and
an increase of $0.8 million in legal expenses primarily associated with our defense of certain litigation matters.
Provision for (reversal of) litigation loss. Loss from litigation increased by $1.8 million to $0.6 million from $(1.2) million for fiscal
years 2006 and 2005, respectively. The increase was primarily due to the reversal in fiscal 2005 of the loss accrued in fiscal 2003 as a result of
the dismissal of the Digitechnic claims in the court of appeal in France (For more information, see “Notes to Consolidated Financial
Statements—Note 11.”).
Interest and other expense, net. Interest and other expense, increased by $0.3 million, or 36.6%, to $1.0 million from $0.7 million, for
fiscal years 2006 and 2005, respectively, of which $0.9 million and $1.3 million were interest expenses, respectively. The increase was due to
higher interest expenses of $0.3 million associated with a mortgage obtained in connection with a new building that we purchased.
Provision for income taxes. Provision for income taxes increased by $6.0 million, or 165.9%, to $9.7 million to $3.6 million, for fiscal
years 2006 and 2005, respectively. The effective tax rate was 36.3% and 33.9% for fiscal years 2006 and 2005, respectively. The increase of
the effective tax rate was the result of the reduced benefit of research and development tax credits and foreign income deductions relative to our
higher taxable income.
Liquidity and Capital Resources
Since our inception, we have financed our growth primarily with funds generated from operations and more recently from the proceeds of
our initial public offerings. Our cash and cash equivalents and short term investments were $65.9 million as of June 30, 2007, $16.6 million as
of June 30, 2006 and $12.9 million as of June 30, 2005.
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Operating Activities. Net cash provided by operating activities was $15.0 million, $8.2 million and $4.7 million for fiscal years 2007,
2006 and 2005, respectively. Net cash provided by our operating activities for fiscal year 2007 was primarily due to our net income of $19.3
million, an increase in accounts payable of $9.5 million, an increase in the allowance for sales returns of $4.4 million and an increase in
accrued liabilities of $5.2 million which was substantially offset by an increase in accounts receivable of $15.8 million and an increase in
inventory of $9.2 million. Net cash provided by our operating activities for fiscal year 2006 was primarily due to our net income of $16.9
million, an increase in the allowance for sales returns of $2.5 million and an increase in accounts payable of $14.2 million which was
substantially offset by an increase in accounts receivable of $11.2 million and an increase in inventory of $17.1 million. Net cash provided by
operating activities for fiscal year 2005 was due primarily to our net income of $7.1 million, an increase in the allowance for sales returns of
$4.1 million and an increase in accounts payable of $6.6 million. These increases were partially offset by increases in inventory of $8.9 million
and accounts receivable of $9.6 million. The increases for fiscal years 2007, 2006 and 2005 in accounts receivable, sales returns inventory and
accounts payable were primarily due to growth in net sales during the periods as a result of new product introductions, increased sales of
existing server systems and components and increased purchases from our suppliers. We anticipate that accounts receivable, sales returns
inventory and accounts payable will continue to increase to the extent we continue to grow our product lines and our business.
Investing activities . Net cash used in our investing activities was $18.1 million, $9.8 million and $0.9 million for fiscal years 2007, 2006
and 2005, respectively. Of these amounts, $15.0 million in fiscal year 2007 was related to the purchase of a short-term investments in auction
rate securities. In fiscal year 2006, $9.8 million was related to the purchase of new building to support the Company’s growth in warehouse and
assembly capacity. In fiscal year 2005, $1.7 million in restricted funds associated with the line of credit facility were released. The released
funds were subsequently utilized to purchase short-term investments in fiscal year 2005. We have historically owned our manufacturing
facilities and have leased off-shore offices. The expansion of our manufacturing capability has to date not been capital intensive as our internal
manufacturing is limited to assembly and test. We do expect to make significant capital investments in the future as we expand our assembly
and test capabilities and invest in our infrastructure in order to improve our controls and procedures in anticipation of growing our business and
meeting regulatory requirements associated with being a public company.
Financing activities . Net cash provided by our financing activities was $37.5 million, $6.9 million and $(0.1) million for fiscal years
2007, 2006 and 2005, respectively. In fiscal year 2007, $43.4 million was related to the proceeds from an initial public offering of our common
stock, net of offering costs. In fiscal year 2006, $8.9 million was related to proceeds from building loans associated with the purchase of land
and building for assembly and warehouse space to support the growth of the company in fiscal year 2006. We repaid $7.7 million, $2.7 million
and $0.4 million in loans for fiscal years 2007, 2006 and 2005, respectively.
We have historically generated cash from our operating activities as we have grown. We expect to experience continued growth in our
working capital requirements as we continue to expand our business. We intend to fund this continued expansion though cash generated by
operations and the proceeds of our initial public offering. We anticipate that working capital will constitute a material use of our cash resources.
Other factors affecting liquidity and capital resources
We have entered into four building loans to purchase three facilities located in San Jose, California. Total balance outstanding on these
loans was $11.6 million as of June 30, 2007. The first loan was entered into in March 2001 under which we borrowed $8.7 million. The second
loan was entered into in April 2004 under which we borrowed $4.3 million. The third and fourth loans were entered into in September 2005
under which we borrowed a total of $7.9 million. The first loan was paid off on May 15, 2007 for $7.2 million including a pre-payment penalty
of $69,000. These four loans require us to maintain customary covenants related to business and financial condition. They also have customary
restrictions on business and financial activity in which we
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cannot engage without the prior written consent of the bank. For example, under the terms of the building loans, we generally may not, without
the lenders’ prior written consent, incur certain indebtedness and liens, engage in business activities substantially different from our present
business, liquidate or dissolve our business, lease or dispose of all or a substantial part of our business or assets, sell assets for less than fair
market price, enter into any consolidation, merger or other business combination, or make certain loans, acquisitions and guaranties.
In addition, we have historically paid a majority of our vendors within 25 to 100 days of invoice and Ablecom between 45 and 170 days
of invoice. Ablecom, a Taiwan corporation, is one of our major contract manufacturers and a related party. As of June 30, 2007 and 2006
amounts owed to Ablecom by us were approximately $26.1 million and $23.5 million, respectively.
We have entered into arrangements with certain financing companies that have committed to pay us in a specified period after shipment
to customers for sales transactions that have been approved by these financing companies prior to shipment. We remain obligated to re-
purchase the customer obligations if the customer defaults. See, “Note 6 to the Notes to Consolidated Financial Statements.”
Our long-term future capital requirements will depend on many factors, including our level of revenues, the timing and extent of spending
to support our product development efforts, the expansion of sales and marketing activities, the timing of our introductions of new products, the
costs to ensure access to adequate manufacturing capacity and the continuing market acceptance of our products. We could be required, or
could elect, to seek additional funding through public or private equity or debt financing and additional funds may not be available on terms
acceptable to us or at all.
We intend to use approximately $11.6 million of the net proceeds to repay outstanding building loans as of June 30, 2007 and use
approximately $11.3 million of the net proceeds to purchase a new building located at 880 Fox Lane, San Jose, California to support our
growth in warehouse and assembly capacity.
Contractual Obligations
The following table describes our contractual obligations as of June 30, 2007:
Operating leases
Capital leases
Building loans
Purchase commitments
Total
Less Than
1 Year
$
674
125
1,075
5,402
$ 7,276
1 to 3
Years
$ 606
41
2,151
—
$ 2,798
Payments Due by Period
3 to 5
Years
(in thousands)
$ 359
—
2,148
—
$ 2,507
More Than
5 Years
$
421
—
15,791
—
$ 16,212
Total
$ 2,060
166
21,165
5,402
$ 28,793
We expect to fund these obligations from our ongoing operations and the proceeds of our initial public offering.
Recently Issued Accounting Standards
FASB Interpretation No. 48
In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Income Tax Uncertainties” (FIN 48). FIN 48 defines the
threshold for recognizing the benefits of tax return positions in the financial statements as “more-likely-than-not” to be sustained by the taxing
authority. FIN 48 also provides guidance on the derecognition, measurement and classification of income tax uncertainties, along with any
related interest and penalties. FIN 48 also includes guidance concerning accounting for income tax uncertainties in interim periods and
increases the level of disclosures associated with any recorded income tax uncertainties.
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FIN 48 is effective for fiscal years beginning after December 15, 2006. The differences between the amounts recognized in the statements
of financial position prior to the adoption of FIN 48 and the amounts reported after adoption will be accounted for as a cumulative-effect
adjustment recorded to the beginning balance of retained earnings. We are currently evaluating the impact, if any, of adopting the provisions of
FIN 48 on our consolidated financial position, results of operations or cash flows.
SAB No. 108
In September 2006, the United States Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 108
(“SAB 108”), “ Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements .”
SAB 108 provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the
purpose of a materiality assessment. SAB 108 establishes an approach that requires quantification of financial statement errors based on the
effects of each of the company’s balance sheet and statement of operations financial statements and the related financial statement disclosures.
SAB 108 permits existing public companies to record the cumulative effect of initially applying this approach in the first year ending after
November 15, 2006 by recording the necessary correcting adjustments to the carrying values of assets and liabilities as of the beginning of that
year with the offsetting adjustment recorded to the opening balance of retained earnings. Additionally, the use of the cumulative effect
transition method requires detailed disclosure of the nature and amount of each individual error being corrected through the cumulative
adjustment and how and when it arose. We applied the guidance in SAB 108 as of July 1, 2006. The application of SAB 108 did not have a
significant effect on our consolidated financial position, results of operations or cash flows.
SFAS No. 157
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 establishes a framework for measuring
fair value and expands disclosures about fair value measurements. The statement does not require any new fair value measurements, but
provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. This
statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal
years. We are currently evaluating the effect that the adoption of SFAS No. 157 will have on our consolidated financial position, results of
operations or cash flows.
SFAS No. 159
In February 2007, the FASB issued SFAS No. 159, “ The Fair Value Option for Financial Assets and Financial Liabilities ”. SFAS
No. 159 allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value in situations in
which they are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that
item’s fair value in subsequent reporting periods must be recognized in current earnings. SFAS No. 159 also establishes presentation and
disclosure requirements designed to draw comparison between entities that elect different measurement attributes for similar assets and
liabilities. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted subject to specific
requirements outlined in SFAS No. 159. We are currently evaluating the effect that the adoption of SFAS No. 159 will have on our
consolidated financial position, results of operations or cash flows.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
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Item 7A. Qualitative and Quantitative Disclosure About Market Risks
Interest Rate Risk
The primary objectives of our investment activity are to preserve principal, provide liquidity and maximize income without significantly
increasing the risk. Some of the securities we invest in are subject to market risk. This means that a change in prevailing interest rates may
cause the principal amount of the investment to fluctuate. To minimize this risk, we maintain our portfolio of cash equivalents and short-term
investments in money market funds, certificates of deposit and auction rate securities which they are reasonably expected to be realized in cash
or sold during the normal operating cycle of the business. Since our results of operations are not dependent on investments, the risk associated
with fluctuating interest rates is limited to our investment portfolio, and we believe that a 10% change in interest rates would not have a
significant impact on our results from operations. As of June 30, 2007, our investments were in money market funds, certificates of deposit and
auction rate securities.
We had $11.6 million of indebtedness under our credit facilities as of June 30, 2007, $19.2 million of indebtedness under our credit
facilities as of June 30, 2006 and $13.0 million of indebtedness under our credit facility as of June 30, 2005. The annual interest rate on our
credit facilities is based on various indexes as defined in the loan agreements. At June 30, 2007, the interest rates ranged from 5.77% to 7.23%.
An immediate 10% increase in the index rates would not have a material effect on our interest expense.
Foreign Currency Risk
To date, our international customer agreements have been denominated solely in U.S. dollars, and accordingly, we have not been exposed
to foreign currency exchange rate fluctuations from customer agreements, and do not currently engage in foreign currency hedging
transactions. However, the functional currency of our operations in Netherlands and Taiwan is the U.S. dollar and our local accounts are
maintained in the local currency in the Netherlands and Taiwan, respectively, and thus we are subject to foreign currency exchange rate
fluctuations associated with re-measurement to U.S. dollars. Such fluctuations have not been significant historically. For example, foreign
exchange gain or (loss) for fiscal years 2007, 2006 and 2005 were ($1,000), ($190,000) and $178,000, respectively.
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Item 8.
Financial Statements and Supplementary Data
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
54
Page
55
56
57
58
59
60
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Super Micro Computer, Inc.
We have audited the accompanying consolidated balance sheets of Super Micro Computer, Inc . and subsidiaries (the “Company”) as of
June 30, 2007 and 2006, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the three years
in the period ended June 30, 2007. These financial statements are the responsibility of the Company’s management. Our responsibility is to
express an opinion on the financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material
misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Super Micro
Computer, Inc . and subsidiaries as of June 30, 2007 and 2006, and the results of their operations and their cash flows for each of the three
years in the period ended June 30, 2007, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note 1 to the consolidated financial statements, effective July 1, 2006, the Company changed its method of accounting
for stock-based compensation in accordance with guidance provided in Statement of Financial Accounting Standards No. 123 (revised 2004),
Shared-Based Payment .
As discussed in Note 8 to the consolidated financial statements, the Company has significant purchases from and sales to a related party.
/s/ Deloitte & Touche LLP
San Jose, California
August 24, 2007
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SUPER MICRO COMPUTER, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
ASSETS
Current assets:
Cash and cash equivalents
Short-term investments
Accounts receivable, net of allowances of $770 and $531 at June 30, 2007 and 2006, respectively (including
amounts receivable from a related party of $853 and $310 at June 30, 2007 and 2006, respectively)
Accounts payable (including amounts due to a related party of $26,094 and $23,492 at June 30, 2007 and
Inventories, net
Deferred income taxes-current
Prepaid expenses and other current assets
Total current assets
Property, plant and equipment, net
Deferred income taxes-noncurrent
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
2006, respectively)
Accrued liabilities
Income tax payable
Accrued litigation loss
Advances from receivable financing arrangements
Current portion of capital lease obligations
Current portion of long-term debt
Total current liabilities
Deferred income taxes-noncurrent
Long-term capital lease obligations-net of current portion
Long-term debt-net of current portion
Total liabilities
Commitments and contingencies
Stockholders’ equity:
Common stock and additional paid-in capital, $0.001 par value
Authorized shares: 100,000,000
Issued and outstanding shares: 30,205,264 and 22,174,264 at June 30, 2007 and 2006, respectively
Deferred stock-based compensation
Retained earnings
Total stockholders’ equity
Total liabilities and stockholders’ equity
See accompanying notes to consolidated financial statements.
56
June 30,
2007
June 30,
2006
$ 50,864
15,055
$ 16,509
53
33,426
66,772
5,630
1,759
173,506
31,089
624
364
$ 205,583
22,252
57,612
3,440
1,311
101,177
29,605
—
219
$ 131,001
$ 61,453
14,074
1,489
—
982
118
304
78,420
—
40
11,251
89,711
$ 52,019
8,891
1,085
575
800
165
616
64,151
398
64
18,621
83,234
58,239
(1,500 )
59,133
115,872
$ 205,583
10,536
(2,563 )
39,794
47,767
$ 131,001
Table of Contents
SUPER MICRO COMPUTER, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share amounts)
Net sales (including related party sales of $7,320, $3,881 and $4,064 in fiscal
years 2007, 2006 and 2005, respectively)
Cost of sales (including related party purchases of $95,673, $75,718 and
$57,342 in fiscal years 2007, 2006 and 2005, respectively)
Gross profit
Operating expenses:
Research and development
Sales and marketing
General and administrative
Provision for (reversal of ) litigation loss
Total operating expenses
Income from operations
Interest income
Interest expense
Other income, net
Income before income tax provision
Income tax provision
Net income
Net income per share:
Shares used in per share calculation:
Basic
Diluted
Basic
Diluted
2007
Years Ended June 30,
2006
2005
$
420,393
$
302,541
$
211,763
345,384
75,009
242,235
60,306
178,293
33,470
21,171
12,586
11,467
(120 )
45,104
29,905
765
(1,332 )
—
29,338
9,999
19,339
0.80
0.57
$
$
$
15,814
9,363
6,931
575
32,683
27,623
254
(1,257 )
2
26,622
9,675
16,947
0.77
0.53
$
$
$
10,609
7,197
5,380
(1,178 )
22,008
11,462
117
(867 )
17
10,729
3,639
7,090
0.32
0.24
$
$
$
24,152,769
33,946,074
22,010,586
31,846,864
21,914,692
29,442,420
See accompanying notes to consolidated financial statements.
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SUPER MICRO COMPUTER, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share amounts)
Balance at July 1, 2004
Exercise of stock options
Non-employee stock-based compensation
Deferred stock-based compensation
Amortization of deferred compensation
Forfeitures of stock-based compensation
Net income
Balance at June 30, 2005
Exercise of stock options
Non-employee stock-based compensation
Deferred stock-based compensation
Amortization of deferred compensation
Forfeitures of stock-based compensation
Tax benefit resulting from stock option transactions
Net income
Balance at June 30, 2006
Exercise of stock options
Issuance of common stock in connection with initial
public offering, net of issuance costs of $4,635
Stock-based compensation
Amortization of deferred compensation
Forfeitures of stock-based compensation
Tax benefit resulting from stock option transactions
Net income
Balance at June 30, 2007
Common Stock
Shares
21,903,646
35,000
—
—
—
—
—
21,938,646
235,618
—
—
—
—
—
—
22,174,264
1,631,000
6,400,000
—
—
—
—
—
30,205,264
Amount
$ 6,305
44
79
1,058
—
(24 )
—
7,462
377
209
2,345
—
(77 )
220
—
10,536
1,823
42,981
1,531
—
(164 )
1,532
—
$ 58,239
Deferred
Stock-based
Compensation
(494 )
$
—
—
(1,058 )
346
24
—
(1,182 )
—
—
(2,345 )
887
77
—
—
(2,563 )
—
—
—
899
164
—
—
(1,500 )
$
Retained
Earnings
$ 15,757
—
—
—
—
—
7,090
22,847
—
—
—
—
—
—
16,947
39,794
—
—
—
—
—
—
19,339
$ 59,133
Total
Stockholders’
Equity
$ 21,568
44
79
—
346
—
7,090
29,127
377
209
—
887
—
220
16,947
47,767
1,823
42,981
1,531
899
—
1,532
19,339
$ 115,872
See accompanying notes to consolidated financial statements.
58
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SUPER MICRO COMPUTER, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
OPERATING ACTIVITIES:
Net income
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization
Stock-based compensation expense
Allowance for doubtful accounts
Allowance for sales returns
Loss on disposal of property and equipment
Deferred income taxes
Gain on short-term investments
Changes in operating assets and liabilities:
and 2005, respectively)
Accounts receivable, net (including changes in related party balances of $(543), $(109), and $(193) in fiscal years 2007, 2006
Inventories, net
Prepaid expenses and other current assets
Accounts payable (including changes in related party balances of $2,602, $1,861, and $3,543 in fiscal years 2007, 2006 and
2005, respectively)
Income tax payable
Accrued litigation loss
Accrued liabilities
Net cash provided by operating activities
INVESTING ACTIVITIES:
Restricted cash-decrease
Proceeds from short-term investments
Purchases of property, plant and equipment
Purchases of short-term investments
Other assets
Net cash used in investing activities
FINANCING ACTIVITIES:
Proceeds from long-term debt
Proceeds from exercise of stock options
Repayment of long-term debt
Payment of obligations under capital leases
Advances under receivable financing arrangements
Payment of deferred offering costs
Proceeds from initial offering of common stock, net of offering costs
Net cash provided by (used in) financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Supplemental disclosure of cash flow information:
Non-cash investing and financing activities:
Cash paid for interest
Cash paid for taxes
Equipment purchased under capital leases
Deferred stock-based compensation related to stock option grants
Reversal of deferred stock-based compensation for cancellation of stock options
Accrued costs for property and equipment purchases
Accrued offering costs
See accompanying notes to consolidated financial statements.
59
Years Ended June 30,
2006
2007
2005
$ 19,339
$ 16,947
$ 7,090
1,640
2,430
240
4,408
16
(3,212 )
(93 )
(15,822 )
(9,160 )
(866 )
9,487
1,936
(575 )
5,221
14,989
—
145
(3,042 )
(15,054 )
(157 )
(18,108 )
—
1,823
(7,682 )
(210 )
182
—
43,361
37,474
34,355
16,509
$ 50,864
1,214
1,096
18
2,497
13
(819 )
(9 )
(11,244 )
(17,087 )
(523 )
14,224
(1,018 )
575
2,322
8,206
—
1,826
(11,452 )
(103 )
(63 )
(9,792 )
8,939
377
(2,668 )
(97 )
437
(63 )
—
6,925
5,339
11,170
$ 16,509
922
425
88
4,148
2
133
—
(9,601 )
(8,904 )
530
6,586
2,323
(1,178 )
2,178
4,742
1,734
200
(1,050 )
(1,767 )
19
(864 )
—
44
(403 )
(71 )
363
—
—
(67 )
3,811
7,359
$ 11,170
$ 1,332
$ 11,275
$ 1,255
$ 11,510
$
$
908
492
$
139
$ —
164
$
78
$
317
$
$
216
$ 2,345
77
$
131
$
355
$
$
16
$ 1,058
24
$
$
84
$ —
Table of Contents
SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Organization and Summary of Significant Accounting
Organization —Super Micro Computer, Inc. was incorporated in California on September 28, 1993 and reincorporated in Delaware on
March 19, 2007. Super Micro Computer develops and provides high performance server solutions based upon an innovative, modular and
open-standard architecture. Super Micro Computer has wholly owned subsidiaries in the Netherlands and Taiwan.
On April 3, 2007, the Company completed its initial public offering (IPO) in which the Company sold 6,400,000 shares of its common
stock and selling stockholders sold 2,800,000 shares (including 1,200,000 shares sold pursuant to the underwriters’ over-allotment option) at a
public offering price of $8.00 per share. The underwriters exercised the over-allotment option in full on April 3, 2007. The net proceeds of the
IPO to the Company were approximately $43.0 million, net of underwriters’ discounts and offering expenses of approximately $8.2 million.
Principles of Consolidation —The consolidated financial statements reflect the consolidated balance sheets, results of operations and
cash flows of Super Micro Computer, Inc. and its wholly owned subsidiaries (collectively, the “Company”). All intercompany accounts and
transactions have been eliminated.
Use of Estimates —The preparation of financial statements in conformity with accounting principles generally accepted in the United
States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting periods. Such estimates include, but are not limited to: allowances for doubtful accounts and sales returns, cooperative advertising
accruals, inventory valuation, product warranty accruals, depreciation and amortization, income taxes and contingencies. Actual results could
differ from those estimates.
Cash and Cash Equivalents —The Company considers all highly liquid instruments with an original maturity of three months or less
from the date of purchase to be cash and cash equivalents. Cash equivalents consist primarily of money market funds.
Short-term Investments —Short-term investments consist of certificate of deposits with maturities of more than three months but less
than a year and auction rate securities. The certificates of deposits are carried at amortized cost which approximates fair value. The Company
classifies the auction rate securities with a contractual maturities in excess of ten years as available-for-sale in accordance with Statement of
Financial Accounting Standards (“SFAS”) No. 115, Accounting for Certain Investments in Debt and Equity Securities . Even though the stated
maturity dates of these auction rate securities may be one year or more beyond the balance sheet date, the Company has classified all auction
rate securities as short-term investments in accordance with Accounting Research Bulletin No. 43, Chapter 3A, Working Capital—Current
Assets and Current Liabilities , as they are reasonably expected to be realized in cash or sold during the normal operating cycle of the
Company. Auction rate securities are reported at fair value with unrealized gains and losses, net of related tax, as a component of other
comprehensive income. There are no unrealized gains or losses in relation to auction rate securities for the years ended June 30, 2007, 2006 and
2005 because of the frequent interest rate resetting nature of auction rate securities.
Inventory —Inventory is stated at the lower of cost (first-in, first-out method) or market. Inventory consists of raw materials (principally
components), work in process (principally products being assembled) and finished goods. Market value represents net realizable value for
finished goods and work in process and replacement value of raw materials and parts. The Company’s products are subject to rapid
technological obsolescence and severe price competition. Should the Company experience a substantial unanticipated decline in the selling
price
60
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SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
or demand of its products, a significant charge to operations could result. During 2007, 2006 and 2005, the Company recorded inventory write-
downs charged to cost of sales of $5,629,000, $2,867,000 and $1,429,000, respectively, for excess and obsolete inventory.
Property and Equipment —Property and equipment are recorded at cost and depreciated using the straight-line method over the
estimated useful lives of the related assets as follows:
Machinery and equipment
Furniture and fixtures
Software
Building
Building improvements
Leasehold improvements
1.5 to 7 years
5 years
3 years
39 years
20 years
shorter of lease term or estimated useful life
For assets acquired and financed under capital leases, the present value of the future minimum lease payments is recorded at the date of
acquisition as property and equipment with the corresponding amount recorded as a capital lease obligation, and the amortization is computed
on a straight-line basis over the shorter of lease term or estimated useful life.
Long-Lived Assets —The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. When the sum of the undiscounted future net cash flows expected to result from
the use of the asset and its eventual disposition is less than its carrying amount, an impairment loss would be measured based on the fair value
of the asset compared to the carrying amount. No impairment charge has been recorded in any of the periods presented.
Revenue Recognition —The Company accounts for its revenue under the provisions of Staff Accounting Bulletin (SAB) No. 104,
Revenue Recognition in Financial Statements . Under the provisions of SAB No. 104, the Company recognizes revenue from sales of products,
when persuasive evidence of an arrangement exists, shipment has occurred and title has transferred, the sales price is fixed or determinable,
collection of the resulting receivable is reasonably assured, and all significant obligations have been met. Generally this occurs at the time of
shipment when risk of loss and title has passed to the customer. The Company’s standard arrangement with its customers includes a signed
purchase order or contract, free-on-board shipping point terms, 30 to 60 days payment terms, and no customer acceptance provisions. Certain
customers have free-on-board destination terms and revenue is recognized when the products arrive at the destination. The Company generally
does not provide for non-warranty rights of return except for products which have “Out-of-box” failure, in which case customers may return
these products for credit within 30 days of receiving the items. Certain distributors and OEMs are also permitted to return products in unopened
boxes, limited to purchases over a specified period of time, generally within 60 to 90 days of the purchase, or to products in the distributor’s or
OEM’s inventory at certain times (such as the termination of the agreement or product obsolescence). In addition, the Company has a sales
arrangement with an original equipment manufacturer (“OEM”) under which the Company sells its products with the OEM’s brand to the
OEM. The OEM has limited product return rights. To estimate reserves for future sales returns, the Company regularly reviews its history of
actual returns for each major product line. The Company also communicates regularly with the relevant distributors to gather information about
end customer satisfaction, and to determine the volume of inventory in the channel. Estimated reserves for future returns, which are recorded at
the time the related revenue is recognized, are adjusted as necessary, based on returns experience, returns expectations and communication with
distributors.
61
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SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
In addition, certain customers have acceptance provisions and revenue is deferred until the customers provide the necessary acceptance.
At June 30, 2007, the Company had deferred revenue and related deferred product costs of $175,000 and $147,000, respectively, related to
shipments to customers pending acceptances. There is no deferred revenue and related deferred product costs at June 30, 2006.
Probability of collection is assessed on a customer-by-customer basis. Customers are subjected to a credit review process that evaluates
the customers’ financial position and ultimately their ability to pay. If it is determined from the outset of an arrangement that collection is not
probable based upon the review process, the customers are required to pay cash in advance of shipment. The Company provides for price
protection to certain distributors. Management assesses the market competition and product technology obsolescence, and makes price
adjustments based on their judgment. Upon each announcement of price reductions, the accrual for price protection is calculated based on the
distributors’ inventory on hand. Such reserves are recorded as a reduction to revenue at the time management reduces the product prices in
accordance with Emerging Issues Task Force Issue No. 01-9, Accounting for Consideration Given by a Vendor to a Customer (including a
Reseller of the Vendor’s Products ). Credits issued by the Company pursuant to these provisions were $182,000, $75,000 and $203,000 for the
years ended June 30, 2007, 2006 and 2005, respectively. The Company does not commit to future price reductions with any of its customers.
Cost of Sales —Cost of sales primarily consists of the costs of materials, contract manufacturing, shipping, personnel and related
expenses, equipment and facility expenses, warranty costs and inventory write-offs.
Product Warranties —The Company’s product warranties range from 12 to 36 months. At the time product revenue is recognized, the
Company provides for estimated warranty costs. The Company has established accruals for anticipated future warranty costs which are
included in accrued liabilities in the accompanying consolidated balance sheets. The following table presents for the years ended June 30, 2007,
2006 and 2005, the reconciliation of the changes in accrued warranty costs (in thousands):
Balance as of beginning of period
Provision for warranty
Costs charged to accrual
Balance as of end of period
2007
$ 1,462
4,202
(3,421 )
$ 2,243
June 30,
2006
$ 1,595
1,590
(1,723 )
$ 1,462
2005
$ 1,363
1,615
(1,383 )
$ 1,595
Software Development Costs —Software development costs are included in research and development and are expensed as incurred.
Software development costs are capitalized beginning when technological feasibility has been established and ending when a product is
available for general release to customers. To date, the period between achieving technological feasibility and the issuing of such software has
been short and software development costs qualifying for capitalization have been insignificant.
Research and Development —Research and development costs are expensed as incurred and consists primarily of salaries, consulting
services, other direct expenses and other engineering expenses. The Company occasionally receives funding from certain suppliers and
customers towards its development efforts. Such amounts recorded as a reduction of research and development expenses were $1,104,000,
$403,000 and $255,000 for the years ended June 30, 2007, 2006 and 2005, respectively.
Cooperative Marketing Arrangements —The Company follows Emerging Issues Task Force (“EITF”) Issue No. 01-9, Accounting for
Consideration Given by a Vendor to a Customer (including a Reseller of the Vendor’s
62
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SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Products) . The Company has arrangements with resellers of its products to reimburse the resellers for cooperative marketing costs meeting
specified criteria. In accordance with EITF Issue No. 01-9, the Company records advertising costs meeting such specified criteria within sales
and marketing expenses in the accompanying consolidated statements of operations. For those advertising costs that do not meet the criteria set
forth in EITF Issue No. 01-9, the amounts are recorded as a reduction to sales in the accompanying consolidated statements of operations.
Prior to fiscal year 2007, the Company had recognized the maximum potential amount of the reimbursement for which the resellers were
entitled as the Company lacked sufficient historical experience to make a reasonably reliable estimate of the amount that might expire
unclaimed. Beginning in fiscal year 2007, the Company determined that it had sufficient history of unclaimed cooperative marketing funds to
make reasonably reliable estimates. Accordingly, beginning in fiscal year 2007 the Company began reducing its accrual for cooperative
marketing funds for its estimate of amounts that will not be claimed. This change in accounting estimate had a favorable impact on income
before income taxes for the fiscal year ended June 30, 2007 of approximately $755,000. The effect on net income for this period was an
increase of approximately $498,000 and the effect on earnings per common share was an increase of $0.02 per basic share and $0.01 per fully
diluted share.
Total cooperative marketing costs charged to sales and marketing expenses for the years ended June 30, 2007, 2006 and 2005, were
$1,699,000, $1,326,000 and $1,069,000, respectively. Total amounts recorded as reductions to sales for the years ended June 30, 2007, 2006
and 2005, were $622,000, $665,000 and $720,000, respectively.
Advertising Costs —Advertising costs are expensed as incurred. Total advertising and promotional expenses, including cooperative
marketing payments, were $2,426,000, $2,050,000 and $1,505,000 for the years ended June 30, 2007, 2006 and 2005, respectively.
Stock-Based Compensation— Effective July 1, 2006, the Company adopted the fair value recognition provisions of SFAS No. 123(R),
Share-Based Payment , using the prospective transition method, which establishes standards for the accounting of transactions in which an
entity exchanges its equity instruments for goods or services, primarily focusing on accounting for transactions where an entity obtains
employee services in share-based payment transactions. SFAS No. 123(R) requires enterprises to measure the cost of employee services
received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award. That cost will
be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite
service period (usually the vesting period). SFAS No. 123(R) supersedes the Company’s previous accounting under APB No. 25 for periods
beginning in fiscal 2007.
Prior to July 1, 2006, the Company elected to follow Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees (APB 25), and related interpretations in accounting for its employee stock options rather than the alternative fair value accounting
provided for under Statement of Financial Accounting Standards (“SFAS”) No. 123, Accounting for Stock-Based Compensation (SFAS
No. 123), as amended by SFAS No. 148. Under APB 25, when the exercise price of the Company’s employee and director stock options is
equal to or greater than the market price of the underlying stock on the date of grant, no compensation expense is recognized.
The Company accounts for equity instruments granted to nonemployees under SFAS No. 123, EITF Issue No. 96-18, Accounting for
Equity Instruments That Are Issued to Other Than Employees for Acquiring, or In Conjunction with Selling Goods or Services and Financial
Accounting Standards Board Interpretation No. (“FIN”) 28, Accounting for Stock Appreciation Rights and Other Variable Stock Option or
Award Plans . The
63
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SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
options are recorded at fair value under SFAS No. 123 and are measured and recognized in accordance with EITF Issue No. 96-18 and FIN 28.
Shipping and Handling Fees —In accordance with EITF Issue No. 00-10, Accounting for Shipping and Handling Fees and Costs , the
Company incurred shipping costs of $458,000, $513,000 and $465,000 for the years ended June 30, 2007, 2006 and 2005, respectively, that
were included in sales and marketing expenses.
Income Taxes —The Company accounts for income taxes under an asset and liability approach. Deferred income taxes reflect the impact
of temporary differences between assets and liabilities recognized for financial reporting purposes and such amounts recognized for income tax
reporting purposes, net operating loss carryforwards and other tax credits measured by applying currently enacted tax laws. Valuation
allowances are provided when necessary to reduce deferred tax assets to an amount that is more likely than not to be realized.
Comprehensive Income —Comprehensive income, as defined, includes all changes in equity during a period from non-owner sources.
Comprehensive income was the same as net income for the years ended June 30, 2007, 2006 and 2005.
Foreign Currency Translation —The functional currency of the Company’s foreign subsidiaries is the U.S. dollar. Accordingly,
remeasurement of foreign currency accounts and foreign exchange transaction gains and losses, which have not been material, are reflected in
the consolidated statements of operations.
Net Income Per Share —Basic net income per share is computed by dividing net income by the weighted average number of common
shares outstanding for the period.
Diluted net income per share is computed by dividing the net income for the period by the weighted average number of common and
common equivalent shares outstanding during the period. Potentially dilutive securities, comprised of incremental common shares, issuable
upon the exercise of stock options are included in diluted net income per share, using the treasury stock method, to the extent such shares are
dilutive.
A reconciliation of shares used in the calculation of basic and diluted net income per share is as follows (in thousands, except for per
share amounts):
Numerator:
Net income
Denominator:
Basic weighted-average number of common shares outstanding
Dilutive common stock options
Diluted weighted-average number of common shares outstanding
Basic net income per share
Diluted net income per share
Years Ended June 30,
2006
2005
2007
$ 19,339
$ 16,947
$ 7,090
24,153
9,793
33,946
$ 0.80
$ 0.57
22,010
9,836
31,846
$ 0.77
$ 0.53
21,914
7,528
29,442
$ 0.32
$ 0.24
Certain Significant Risks and Uncertainties —The Company operates in the high technology industry and is subject to a number of
risks, some of which are beyond the Company’s control, that could have a material adverse effect on the Company’s business, operating
results, and financial condition. These risks include variability and uncertainty of revenues and operating results; product obsolescence;
geographic concentration;
64
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SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
international operations; dependence on key personnel; competition; intellectual property/litigation; management of growth; and limited
sources of supply.
Concentration of Supplier Risk —Certain of the raw materials used by the Company in the manufacture of its products are available
from a limited number of suppliers. Shortages could occur in these essential materials due to an interruption of supply or increased demand in
the industry. Two suppliers accounted for 30.8% and 20.2%, 32.2% and 20.8%, and 29.2% and 26.7%, of total purchases for years ended
June 30, 2007, 2006 and 2005, respectively. (See Note 8)
Fair Value of Financial Instruments —Cash equivalents, accounts receivable and accounts payable are carried at cost, which
approximates fair value due to the short maturity of these instruments. Long- term debt is carried at amortized cost, which approximates its fair
value based on borrowing rates currently available to the Company for loans with similar terms.
Concentration of Credit Risk —Financial instruments which potentially subject the Company to concentration of credit risk consist
primarily of cash and cash equivalents, short-term investments and accounts receivable. Deposits may exceed the amount of insurance provided
on such deposits. No single customer accounted for 10% or more of net sales in fiscal years 2007, 2006 and 2005. Accounts receivable from
one customer accounted for 12.0% of total accounts receivable at June 30, 2007. No single customer accounted for 10% or more of accounts
receivable as of June 30, 2006.
Note 2. Recently Issued Accounting Standards
FASB Interpretation No. 48
In July 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Income Tax Uncertainties” (FIN 48). FIN 48 defines the
threshold for recognizing the benefits of tax return positions in the financial statements as “more-likely-than-not” to be sustained by the taxing
authority. FIN 48 also provides guidance on the derecognition, measurement and classification of income tax uncertainties, along with any
related interest and penalties. FIN 48 also includes guidance concerning accounting for income tax uncertainties in interim periods and
increases the level of disclosures associated with any recorded income tax uncertainties.
FIN 48 is effective for fiscal years beginning after December 15, 2006. The differences between the amounts recognized in the statements
of financial position prior to the adoption of FIN 48 and the amounts reported after adoption will be accounted for as a cumulative-effect
adjustment recorded to the beginning balance of retained earnings. The Company is currently evaluating the impact, if any, of adopting the
provisions of FIN 48 on its consolidated financial position, results of operations or cash flows.
SAB No. 108
In September 2006, the United States Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 108
(“SAB 108”), “ Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements .”
SAB 108 provides guidance on the consideration of the effects of prior year misstatements in quantifying current year misstatements for the
purpose of a materiality assessment. SAB 108 establishes an approach that requires quantification of financial statement errors based on the
effects of each of the Company’s balance sheet and statement of operations financial statements and the related financial statement disclosures.
SAB 108 permits existing public companies to record the cumulative effect of initially applying this approach in the first year ending after
November 15, 2006 by recording the necessary correcting adjustments to the carrying values of assets and liabilities as of the beginning
65
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SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
of that year with the offsetting adjustment recorded to the opening balance of retained earnings. Additionally, the use of the cumulative effect
transition method requires detailed disclosure of the nature and amount of each individual error being corrected through the cumulative
adjustment and how and when it arose. The Company applied the guidance in SAB 108 as of July 1, 2006. The application of SAB 108 did not
have a significant effect on the Company’s consolidated financial position, results of operations or cash flows.
SFAS No. 157
In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 establishes a framework for measuring
fair value and expands disclosures about fair value measurements. The statement does not require any new fair value measurements, but
provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. This
statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal
years. The Company is currently evaluating the effect that the adoption of SFAS No. 157 will have on its consolidated financial position,
results of operations or cash flows.
SFAS No. 159
In February 2007, the FASB issued SFAS No. 159, “ The Fair Value Option for Financial Assets and Financial Liabilities ”. SFAS
No. 159 allows entities to choose, at specified election dates, to measure eligible financial assets and liabilities at fair value in situations in
which they are not otherwise required to be measured at fair value. If a company elects the fair value option for an eligible item, changes in that
item’s fair value in subsequent reporting periods must be recognized in current earnings. SFAS No. 159 also establishes presentation and
disclosure requirements designed to draw comparison between entities that elect different measurement attributes for similar assets and
liabilities. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. Early adoption is permitted subject to specific
requirements outlined in SFAS No. 159. The Company is currently evaluating the effect that the adoption of SFAS No. 159 will have on its
consolidated financial position, results of operations or cash flows.
Note 3. Accounts Receivable Allowances
The Company establishes an allowance for doubtful accounts and an allowance for sales returns. The allowance for doubtful accounts is
based upon the credit risk of specific customers, historical trends related to past losses and other relevant factors. The Company also provides
its customers with product returns rights. A provision for such returns is provided for in the same period that the related sales are recorded
based upon contractual return rights and historical trends. Accounts receivable allowances as of June 30, 2007, 2006 and 2005, consisted of the
following (in thousands):
Allowance for doubtful accounts:
Year ended June 30, 2005
Year ended June 30, 2006
Year ended June 30, 2007
Allowance for sales returns
Year ended June 30, 2005
Year ended June 30, 2006
Year ended June 30, 2007
Beginning
Balance
Charged to
Cost and
Expenses
Deductions
Ending
Balance
243
237
208
822
1,152
323
88
18
240
4,148
2,497
4,408
(94 )
(47 )
(148 )
237
208
300
(3,818 )
(3,326 )
(4,261 )
1,152
323
470
66
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SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note 4.
Inventories
Inventories as of June 30, 2007 and 2006 consisted of the following (in thousands):
Finished goods
Work in process
Purchased parts and raw materials
Total inventories, net
Note 5.
Property, Plant and Equipment
Property, plant and equipment as of June 30, 2007 and 2006 consisted of the following (in thousands):
Land
Buildings
Building and leasehold improvements
Machinery and equipment
Furniture and fixtures
Software
Accumulated depreciation
Property, plant and equipment, net
June 30,
2007
$ 44,804
441
21,527
$ 66,772
2006
$ 39,371
387
17,854
$ 57,612
June 30,
2007
$ 13,859
13,162
2,947
4,062
1,390
941
36,361
(5,272 )
$ 31,089
2006
$ 13,859
13,162
2,109
2,673
722
840
33,365
(3,760 )
$ 29,605
The costs of assets under capital leases were $294,000 and $402,000 as of June 30, 2007 and 2006, respectively, and accumulated
amortization was $57,000 and $46,000, respectively.
On June 28, 2007, the Company entered into an agreement to purchase a property located at 880 Fox Lane, San Jose, California,
consisting of approximately 90,000 square feet of space. The purchase price for this property is approximately $11.3 million. Escrow of this
property is expected to close on or about October 15, 2007.
Note 6. Advances from Receivable Financing Arrangements
The Company has accounts receivable financing agreements with certain financing companies whereby the financing companies pay the
Company for sales transactions that have been pre-approved by these financing companies. The financing company then collects the receivable
from the customer. For the years ended June 30, 2007, 2006 and 2005, such sales transactions totaled approximately $15,595,000, $15,286,000
and $9,960,000, respectively. At June 30, 2007 and 2006, approximately $982,000 and $800,000 respectively, remained uncollected from
customers subject to these arrangements. Such amounts have been recorded as advances from receivable financing arrangements as the
Company has obligations to repurchase inventories seized by the financing companies from defaulting customers. Historically, the Company
has not been required to repurchase inventories from the financing companies. These financing arrangements bear interest at rates ranging from
13.65% to 21.48% and 12.24% to 19.56% per annum, depending on the customers’ credit ratings, for years ended June 30, 2007 and 2006,
respectively.
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SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note 7.
Long-term Obligations
Long-term obligations as of June 30, 2007 and 2006 consisted of the following (in thousands):
Building loans
Small Business Administration loan
Capital leases (Note 11)
Total
Current portion
Long-term portion
June 30,
2007
$ 10,585
970
158
11,713
(422 )
$ 11,291
2006
$ 18,237
1,000
229
19,466
(781 )
$ 18,685
In March 2001, the Company borrowed $8,712,000 from a bank to purchase a building in San Jose, California. The loan is secured by the
property purchased and principal and interest are payable monthly through April 1, 2021. In May 2007, the Company paid off the remaining
outstanding balance of $7,200,000 with a pre-payment penalty of $69,000.
In April 2004, the Company borrowed $4,275,000 from a bank to purchase a building in San Jose, California. The loan is secured by the
property purchased and principal and interest are payable monthly through May 1, 2029. As of June 30, 2007 and 2006, the total outstanding
borrowings were $3,990,000 and $4,085,000, respectively, with interest at 5.28% per annum through May 2007 and 8.125% per annum
through June 2007. The interest rate from July 2007 through July 2012 is 7.23% per annum and the interest rate from August 2012 through
May 2029 is adjusted every five years to equal the index of 5-Year Treasury Notes as publish in the Wall Street Journal plus 2.75% per annum.
In September 2005, the Company obtained two loans totaling $7,920,000 from a bank to purchase a building in San Jose, California. Both
loans are secured by the property purchased and the assignment of all rent on the property purchased. The first loan of $6,930,000 is repayable
in equal monthly installments through September 2010. As of June 30, 2007 and 2006, the total outstanding borrowings were $6,595,000 and
$6,792,000, respectively, with interest at 5.77% per annum through September 2010, and then it is adjusted every five years to equal the index
of 5-Year Treasury Notes plus 1.65% per annum. The second loan of $990,000 was paid off using a Small Business Administration loan of
$1,019,000 on November 16, 2005. The second loan is secured by the property purchased and guaranteed by two officers/shareholders of the
Company. As of June 30, 2007 and 2006, the total outstanding borrowings were $970,000 and $1,000,000, respectively, with interest at
6.6% per annum through November 16, 2010, and then it is adjusted every five years based on the index as defined in the loan agreement. The
Small Business Administration loan is repayable in equal monthly installments through November 1, 2025.
As of June 30, 2007, the gross cost and net book value of the land, building and related improvements collateralizing the borrowings were
approximately $29,797,000 and $27,756,000, respectively. As of June 30, 2006, the gross cost and net book value of the land, building and
related improvements collateralizing the borrowings were approximately $28,992,000 and $27,450,000, respectively.
68
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SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table as of June 30, 2007, summarizes future minimum principal payments on the Company’s debts excluding capital
leases (in thousands):
Fiscal Years Ending June 30,
2008
2009
2010
2011
2012
Thereafter
Total
$
304
324
345
368
392
9,822
11,555
As of June 30, 2007, the Company had an unused revolving line of credit totaling $5,000,000 that matures on November 1, 2007 and the
interest rate on this credit line is equal to the lender’s established prime rate of 8.25% per annum.
Note 8. Related-party and Other Transactions
Ablecom Technology Inc. —Ablecom, a Taiwan corporation, together with its subsidiaries (Ablecom”), is one of the Company’s major
contract manufacturers. Ablecom’s chief executive officer, Steve Liang, is the brother of Charles Liang, the Company’s President, Chief
Executive Officer and Chairman of the Board of Directors, and owns approximately 2.6% of the Company’s common stock. Charles Liang
served as a Director of Ablecom during the Company’s fiscal 2006, but is no longer serving in such capacity. In addition, Charles Liang and his
wife, also an officer of the Company, collectively own approximately 30.7% of Ablecom and Yih-Shyan (Wally) Liaw, an officer and director
of the Company, and his spouse collectively own approximately 5.2% of Ablecom, while Steve Liang and other family matters own
approximately 46.3% of Ablecom at June 30, 2007.
The Company has product design and manufacturing services agreements (“product design and manufacturing agreements”) and a
distribution agreement (“distribution agreement”) with Ablecom.
Under the product design and manufacturing agreements, the Company outsources a portion of its design activities and a significant part
of its manufacturing of components such as server chassis to Ablecom, beginning in 1997 for the sole purpose of providing design and
manufacturing services. Ablecom agrees to design products according to the Company’s specifications. Additionally, Ablecom agrees to build
the tools needed to manufacture the products. Under the product design and manufacturing agreements, the Company commits to purchase a
minimum quantity over a set period. The purchase price of the products manufactured by Ablecom is negotiated on a purchase order by
purchase order basis at each purchase date. However, a fixed charge is added to the price of each unit purchased until the agreed minimum
number of units is purchased.
Under the distribution agreement, Ablecom purchases from the Company server products for distribution in Taiwan. The pricing and
terms under the distribution agreement are similar to the pricing and terms of distribution arrangements the Company has with similar, third
party distributors.
Ablecom’s net sales to the Company and its net sales of the Company’s products to others comprise a substantial majority of Ablecom’s
net sales. The Company purchased products from Ablecom totaling approximately $95,673,000, $75,718,000 and $57,342,000, and sold
products to Ablecom totaling approximately $7,320,000, $3,881,000 and $4,064,000, for the years ended June 30, 2007, 2006 and 2005,
respectively.
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SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Amounts owed to the Company by Ablecom as of June 30, 2007 and 2006, were approximately $853,000 and $310,000, respectively. Amounts
owed to Ablecom by the Company as of June 30, 2007 and 2006, were approximately $26,094,000 and $23,492,000, respectively. Historically,
the Company has paid Ablecom the majority of invoiced dollars between 45 and 170 days of invoice. For the years ended June 30, 2007, 2006
and 2005, the Company received $89,000, $90,000 and $84,000, respectively, from Ablecom for penalty charges, and paid approximately
$412,000, $104,000 and $61,000, respectively, in miscellaneous costs to Ablecom. Penalty charges are assessments relating to delayed
deliveries or quality issues.
The Company’s exposure to loss as a result of its involvement with Ablecom is limited to (a) potential losses on its purchase orders in the
event of an unforeseen decline in the market price and/or demand of the Company’s products such that the Company incurs a loss on the sale or
cannot sell the products and (b) potential losses on outstanding accounts receivable from Ablecom in the event of an unforeseen deterioration in
the financial condition of Ablecom such that Ablecom defaults on its payable to the Company. Outstanding purchase orders with Ablecom
were $2.2 million and $1.6 million at June 30, 2007 and 2006, respectively, representing the maximum exposure to loss relating to (a) above.
The Company does not have any direct or indirect guarantees of losses, if any, of Ablecom.
Tatung —Tatung is a significant contract manufacturer for the Company and a less than 10% stockholder of the Company.
The Company has a product manufacturing agreement (“product manufacturing agreement”) with Tatung.
Under the product manufacturing agreement, the Company outsources a significant portion of its design and manufacturing of
components such as motherboards to Tatung. Tatung agrees to design products according to the Company’s specifications.
The Company purchased contract manufacturing services and products from Tatung totaling approximately $23,312,000, $13,561,000
and $12,224,000 and sold products to Tatung totaling approximately $5,739,000, $6,000 and $1,000, for the years ended June 30, 2007, 2006
and 2005, respectively. The amounts owed to the Company by Tatung as of June 30, 2007 and 2006, were approximately $886,000 and
$83,000, respectively. The amounts owed to Tatung by the Company as of June 30, 2007 and 2006, were approximately $5,616,000 and
$4,988,000, respectively. Historically, the Company has paid Tatung the majority of invoiced dollars between 50 and 130 days of invoice. For
the years ended June 30, 2007, 2006 and 2005, the Company received no penalty charges from Tatung.
Note 9.
Stock-based Compensation and Stockholders’ Equity
Stock-Split
On January 10, 2007, the Company’s Board of Directors approved a two-for-one common stock split and an increase in the number of
authorized common shares to 100,000,000, $0.001 par value per share. All share and per share information in the consolidated financial
statements has been adjusted to give retroactive effect to the split.
Initial Public Offering of Common Stock
On April 3, 2007, the Company completed the initial public offering of shares of its common stock. On March 28, 2007, the SEC
declared the Company’s Registration Statement on Form S-1 (File No. 333-138370) effective. The Registration Statement registered the sale of
an aggregate of 9,200,000 shares of the Company’s
70
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SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
common stock, of which the Company sold 6,400,000 shares, and the selling stockholders sold 2,800,000 shares (including 1,200,000 shares
sold pursuant to the underwriters’ over-allotment option). The underwriters exercised the over-allotment option in full on April 3, 2007. At a
public offering price of $8.00 per share, the aggregate price of the shares sold by the Company was $51,200,000, and the aggregate price of the
shares sold by the selling stockholders was $22,400,000. The Company did not receive any proceeds from the sale of shares by the selling
stockholders. However, the Company received $80,000 from certain members of the Company’s management as payment of the exercise price
of their options to purchase an aggregate of 400,000 shares of common stock, which they sold in the over-allotment. The aggregate
underwriting discounts and commissions for shares sold by both the Company and the selling stockholders were $5,152,000. The net proceeds
to the Company from the offering, after deducting $3,584,000 in underwriting discounts and commissions and $4,635,000 of offering expenses
payable by the Company, were $42,981,000.
Stock Option Plans
The 1998 Stock Option Plan (the “1998 Plan”) authorizes the Board of Directors to grant options to employees, directors and consultants
to purchase shares of the Company’s common stock. At March 31, 2007, 13,000,000 shares of the Company’s common stock have been
reserved for issuance under the 1998 Plan and 2,661,988 shares of common stock originally reserved for issuance under the 1998 Plan were
cancelled upon the completion of the Company’s IPO. The exercise price per share for options granted to employees and consultants owning
shares representing more than 10% of the Company at the time of grant cannot be less than 110% of the fair value. Incentive and nonqualified
stock options granted to all other persons shall be granted at a price not less than 100% and 85%, respectively, of the fair value. Options
generally expire ten years after the date of grant. The vesting of stock options is determined by the Board of Directors and may not exceed five
years. Generally, options vest over four years; 25% at the end of one year and one sixteenth per quarter thereafter. In fiscal year 2007, the
Company granted 1,656,330 options under the 1998 Plan.
In August 2006, the Board of Directors approved the 2006 Equity Incentive Plan (the “2006 Plan”) and reserved for issuance 4,000,000
shares of common stock for the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock units and other
equity-based awards. The number of shares reserved will automatically increase on July 1, 2007 and each subsequent anniversary through
2016, by an amount equal to the smaller of (a) three percent of the number of shares of stock issued and outstanding on the immediately
preceding June 30, or (b) a lesser amount determined by the Board of Directors. The 2006 Plan was approved by the stockholders of the
Company on January 8, 2007. The exercise price per share for options granted to employees and consultants owning shares representing more
than 10% of the Company at the time of grant cannot be less than 110% of the fair value. Incentive and nonqualified stock options granted to
all other persons shall be granted at a price not less than 100% of the fair value. Options generally expire ten years after the date of grant and
options vest over four years; 25% at the end of one year and one sixteenth per quarter thereafter. In fiscal year 2007, the Company granted
230,525 options under the 2006 Plan.
Outside the Stock Option Plans
In fiscal year 1999, the Company granted 5,944,000 non-statutory stock options to key employees of the Company and external
consultants outside of the 1998 Stock Option Plan. These options, which the Company has reserved for separately, were granted at exercise
prices ranging from $0.08 to $0.63 per share (weighted average exercise price of $0.22), which were the estimated fair values at the dates of
grant and are now fully vested.
In fiscal year 2001, the Company granted 1,480,000 non-statutory stock options to key officers of the Company outside of the 1998 Stock
Option Plan. These options, which the Company has reserved for separately,
71
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SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
were granted at an exercise price of $1.25 per share, which was the estimated fair value at the date of grant and are now fully vested.
In fiscal year 2003, the Company granted 200,000 non-statutory stock options to an officer of the Company outside the 1998 Stock
Option Plan. This option, which the Company has reserved for separately, was granted at an exercise price of $1.25 per share.
In fiscal year 2006, the Company granted 64,800 non-statutory stock options to an officer of the Company outside the 1998 Stock Option
Plan. This option, which the Company has reserved for separately, was granted at an exercise price of $3.50 per share.
Options to Nonemployees
Prior to July 1, 2007, the Company issued options to non-employees. The options generally vest over four years and expire ten years from
the date of issuance. For the years ended June 30, 2007, 2006 and 2005, the Company recorded compensation expense of $(6,570), $209,000
and $79,000, respectively, associated with these options. The fair value of the options issued was determined based on fair value of the
consideration received, where such amount was reliably measurable, or the fair value of the equity instruments issued, in which case the fair
value was estimated at the vesting date using the Black-Scholes model with the following assumptions: risk-free interest rate, 4.56% to 5.10%
for 2007, 4.16% to 5.20% for 2006 and 4.09% to 4.83% for 2005, contractual life of ten years, expected dividend yield of zero, and expected
volatility of 43% to 81% for 2007, 81% for 2006 and 70% for 2005. Unrecognized compensation cost related to non-vested, non-employee
options was $4,000 and $50,000 at June 30, 2007 and 2006, respectively. The fair value and compensation expense included in the unvested
portion of such award is subject to adjustments as the fair value of the Company’s common stock changes over the vesting period.
Stock-Based Compensation
As discussed in Note 1 to the consolidated financial statements, the Company adopted SFAS 123(R) effective July 1, 2006 using the
prospective transition method. Prior to the adoption of SFAS 123(R), the Company accounted for its stock options issued to employees in
accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB 25), and related interpretations
in accounting for its employee stock options rather than the alternative fair value accounting provided for under Statement of Financial
Accounting Standards (“SFAS”) No. 123, Accounting for Stock-Based Compensation (SFAS No. 123), as amended by SFAS No. 148. Under
APB 25, when the exercise price of the Company’s employee and director stock options is equal to or greater than the market price of the
underlying stock on the date of grant, no compensation expense is recognized.
Determining Fair Value
Valuation and amortization method—The Company estimates the fair value of stock options granted using the Black-Scholes-option-
pricing formula and a single option award approach. This fair value is then amortized ratably over the requisite service periods of the awards,
which is generally the vesting period.
Expected Term—The Company’s expected term represents the period that the Company’s stock-based awards are expected to be
outstanding and was determined based on an analysis of the relevant peer companies’ post-vest termination rates and the exercise factors.
72
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SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Expected Volatility—Expected volatility is based on a combination of the implied and historical volatility for both the Company and its
peer group.
Expected Dividend—The Black-Scholes valuation model calls for a single expected dividend yield as an input and the Company has no
plans to pay dividends.
Risk-Free Interest Rate—The risk-free interest rate used in the Black-Scholes valuation method is based on the U.S. Treasury zero
coupon issues in effect at the time of grant for periods corresponding with the expected term of option.
Estimated Forfeitures—The estimated forfeiture rate is based on the Company’s historical forfeiture rates and the estimate is revised in
subsequent periods if actual forfeitures differ from the estimate.
The fair value of stock option grants for the year ended June 30, 2007 under SFAS 123(R) was estimated on the date of grant using the
Black-Scholes option pricing model with the following assumptions:
Risk-free interest rate
Expected life
Dividend yield
Volatility
Estimated forfeitures
Weighted-average fair value
Year Ended June 30, 2007
4.50% – 4.60%
4.04 – 4.38 years
—
42.65 – 50.51%
3.30% –15.16%
$4.86
The total intrinsic value of options exercised during the years ended June 30, 2007, 2006 and 2005 was $13,814,000, $1,739,000 and
$87,000, respectively. The fair value of options accounted for in accordance with SFAS No. 123(R) and vested for the year ended June 30,
2007 was $1,538,000. As of June 30, 2007, the Company’s total unrecognized compensation cost related to non-vested stock-based awards
granted since July 1, 2006 to employees and non-employee directors was $6,715,000, which will be recognized over a weighted-average
vesting period of approximately 4 years.
The following tables shows total stock-based compensation expense included in the consolidated statements of operations for the years
ended June 30, 2007 and 2006 (in thousands).
Cost of sales
Research and development
Sales and marketing
General and administrative
Stock-based compensation expense before taxes
Income tax benefit
Stock-based compensation expense, net
Years Ended June 30,
2007
$ 300
1,058
362
710
2,430
(365 )
$ 2,065
2006
$ 102
441
236
317
1,096
(399 )
$ 697
2005
$ 40
180
63
142
425
(49 )
$ 376
SFAS No. 123(R) requires the cash flows resulting from the tax benefits for tax deductions resulting from the exercise of stock options in
excess of the compensation expense recorded for those options (excess tax benefits) to be classified as cash from financing activities. The
Company had no excess tax benefits in the year ended June 30, 2007.
73
Table of Contents
Stock Option Activity
SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table summaries stock option activity, including stock options granted outside the plans, during the years ended June 30,
2007, 2006 and 2005 under all stock option plans (in thousands, except share and per share amounts):
Options
Available
for Grant
Options
Outstanding
Weighted
Average
Exercise
Price
Weighted
Average
Contractual
Term (Years)
Aggregate
Intrinsic
Value
Balance as of June 30, 2004 (10,284,900 shares exercisable at weighted
average exercise price of 0.87 per share)
Granted (weighted average fair value of $1.18)
Exercised
Canceled
Balance as of June 30, 2005 (11,429,052 shares exercisable at weighted
average exercise price of $0.96 per share)
Authorized
Granted (weighted average fair value of $3.16)
Exercised
Canceled
Balance as of June 30, 2006 (12,133,060 shares exercisable at weighted
average exercise price of $1.07 per share)
Authorized
Granted (weighted average fair value of $4.86)
Exercised
Canceled
Canceled 1998 Plan shares
Balance as of June 30, 2007 (11,756,367 shares exercisable at weighted
average exercise price of $1.49 per share).
Options vested and expected to vest at June 30, 2007
Options vested at June 30, 2007
74
2,000,802
(1,414,986 )
—
159,348
12,680,198
1,414,986
(35,000 )
(159,348 )
745,164
4,000,000
(879,736 )
—
258,594
13,900,836
—
944,536
(235,618 )
(258,594 )
14,351,160
—
1,886,855
(1,631,000 )
(256,954 )
—
4,124,022
4,000,000
(1,886,855 )
—
199,181
(2,661,988 )
3,774,360
$ 1.06
2.90
1.25
1.31
1.24
4.04
1.80
1.96
1.40
11.16
1.12
7.27
14,350,061
13,890,076
11,756,367
$ 2.61
$ 2.41
$ 1.49
4.86
0.17
3.99
$ 109,724
$ 108,562
$ 101,020
Table of Contents
SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Additional information regarding options outstanding as of June 30, 2007, is as follows:
Options Vested and Exercisable
Range of
Exercise Prices
$0.08 - $0.20
0.38
0.63
1.25
1.55 - 2.60
2.80 - 3.25
3.50 - 8.00
10.19
13.70
13.89
$0.08 -$13.89
Options Outstanding
Weighted-
Average
Remaining
Contractual
Term (Years)
1.45
1.45
1.45
4.07
6.69
7.84
9.43
9.82
8.75
9.38
4.86
Number
Outstanding
1,989,000
1,500,000
100,000
5,656,600
1,510,047
1,518,056
948,158
225,640
68,000
834,560
14,350,061
Weighted-
Average
Exercise
Price
$ 0.13
0.38
0.63
1.25
2.28
3.10
6.88
10.19
13.70
13.89
$ 2.61
Number
Exercisable
1,989,000
1,500,000
100,000
5,656,600
1,252,359
857,085
175,392
—
18,125
207,806
11,756,367
During each of the quarters in fiscal years 2007 and 2006, the Company granted stock options with exercise prices as follows:
Grants Made During
Quarter Ended
September 30, 2005
December 31, 2005
March 31, 2006
June 30, 2006
September 30, 2006
December 31, 2006
March 31, 2007
June 30, 2007
Number of
Options
Granted
593,096
283,440
68,000
—
—
925,660
730,670
230,525
Weighted-
Average
Exercise
Price
$ 3.25
$ 3.50
$ 13.70
$ —
$ —
$ 13.89
$ 8.00
$ 10.19
Weighted-
Average
Fair Value
per Share
$ 4.87
$ 8.56
$ 13.70
$ —
$ —
$ 13.89
$ 8.00
$ 10.19
The intrinsic value per share for stock options granted prior to fiscal year 2007 is being recognized as compensation expense over the
applicable vesting period (which equals the service period).
Note 10. Income Taxes
The components of income before income taxes are as follows (in thousands):
United States
Foreign
Income before income taxes
75
2007
$ 27,910
1,428
$ 29,338
Years Ended June 30,
2006
$ 25,617
1,005
$ 26,622
2005
$ 11,143
(414 )
$ 10,729
Weighted-
Average
Exercise
Price
$ 0.13
0.38
0.63
1.25
2.25
3.08
5.57
—
13.70
13.89
$ 1.49
Weighted-
Average
Intrinsic
Value per
Share
$ 1.62
$ 5.06
$ —
$ —
$ —
$ —
$ —
$ —
Table of Contents
SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The income tax provision for the years ended June 30, 2007, 2006 and 2005, consists of the following (in thousands):
Current:
Federal
State
Foreign
Deferred:
Federal
State
Foreign
Income tax provision
2007
June 30,
2006
$ 11,003
1,744
464
13,211
(3,008 )
(294 )
90
(3,212 )
$ 9,999
$ 8,823
1,195
476
10,494
(682 )
(47 )
(90 )
(819 )
$ 9,675
2005
$ 3,203
303
—
3,506
122
11
—
133
$ 3,639
The Company has established tax reserves which it believes are adequate in relation to the potential assessments. Once established,
reserves are adjusted when an event occurs necessitating a change to the reserves or the statue of limitations for the relevant taxing authority to
examine the tax position has expired.
The Company’s net deferred tax assets as of June 30, 2007 and 2006, consist of the following (in thousands):
Warranty accrual
Marketing fund accrual
Inventory valuation
Tax benefit on foreign loss
Amortization
Allowance for doubtful accounts
Accrued liability
Inventory cost difference
Foreign tax credit
Other accruals
Total deferred income tax assets
Deferred tax liabilities-depreciation and other
Deferred income tax assets-net
June 30,
2007
$ 841
625
3,324
—
657
85
151
54
397
550
6,684
(430 )
$ 6,254
2006
$ 575
378
1,669
90
256
69
59
26
—
318
3,440
(398 )
$ 3,042
As of June 30, 2006, the Company has modified its intercompany transfer pricing arrangements with its foreign subsidiaries. As a result,
the Company utilized a substantial portion of its foreign net operating loss carryforward in fiscal year 2006 and now believes it is more likely
than not the deferred tax assets relating to the remaining net operating loss carryforwards will be realized. Therefore, the Company released the
valuation allowance relating to these deferred tax assets in fiscal year 2006.
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SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Undistributed earnings of our foreign subsidiaries of approximately $190,000 at June 30, 2007 are considered to be indefinitely
reinvested and accordingly, no provisions for federal and state income taxes have been provided thereon. Upon distribution of those earnings in
the form of dividends or otherwise, the Company would be subject to both U.S. income taxes (subject to an adjustment for foreign tax credits)
and withholding taxes payable to various foreign countries.
Income tax benefits resulting from the exercise of options of $1,532,000, $220,000 and $0 were credited to stockholders’ equity in the
years ended June 30, 2007, 2006 and 2005, respectively.
The following is a reconciliation for the years ended June 30, 2007, 2006 and 2005, of the statutory rate to the Company’s effective
federal tax rate:
Tax at statutory rate
State income tax-net of federal benefit
Foreign rate differential losses not deductible
Change in valuation allowance
Foreign sales corporation tax benefit
Research and development tax credit
Other
Effective tax rate
Note 11. Commitments and Contingencies
2007
35.0 %
2.9
(0.5 )
—
(1.1 )
(2.1 )
(0.1 )
34.1 %
Years Ended June 30,
2006
35.0 %
3.4
1.6
(1.8 )
(1.4 )
(1.0 )
0.5
36.3 %
2005
35.0 %
2.6
(3.1 )
1.1
(1.8 )
(0.4 )
0.5
33.9 %
Litigation and Claims —The Company has been a defendant in a lawsuit with Digitechnic, S.A., a former customer, before the Bobigny
Commercial Court in Paris, France, in which Digitechnic alleged that certain products purchased from the Company were defective. In
September 2003, the Bobigny Commercial Court found in favor of Digitechnic and awarded damages totaling $1,178,000. The Company
accrued for these damages in its consolidated financial statements as of June 30, 2004, as the best estimate of its loss in this situation. In
February 2005, the Paris Court of Appeals reversed the trial court’s ruling, dismissed all of Digitechnic’s claims and awarded $11,000 to the
Company for legal expenses. Accordingly, the Company reversed the $1,178,000 accrued in fiscal 2005. Digitechnic has appealed the Paris
Court of Appeals decision to the French Supreme Court and asked for $2,416,000 for damages. On February 13, 2007, the French Supreme
Court reversed the decision of the Paris Court of Appeals, ordering a new hearing before a different panel of the Paris Court of Appeals.
Pending a new hearing, the trial court ruling is reinstated. Although the Company cannot predict with certainty the final outcome of this
litigation, it believes the claim to be without merit and intend to continue to defend it vigorously. Management believes that the ultimate
resolution of this matter will not result in a material adverse impact on the Company’s results of operations, cash flows or financial position.
In August, September and November 2006, the Company entered into settlement agreements regarding certain claims relating to the sale
of its products in violation of export control laws. In August 2006, the Company entered into a plea agreement with the U.S. Department of
Justice, the principal terms of which included entering a guilty plea to one charge of violating federal export regulations and payment of
approximately $150,000 in fines. The plea agreement has been approved by the U.S. District Court. The Company has also entered into a
settlement agreement with the Bureau of Industry and Security of the Department of Commerce pursuant to which the Company has
acknowledged violations of the Export Administration Regulations and agreed to pay a fine of approximately $125,000. Finally, on
November 10, 2006,
77
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SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
the Company entered into a settlement agreement with the Office of Foreign Assets Control of the Department of the Treasury (“OFAC”),
pursuant to which the Company made a payment of a fine of $179,000.
On September 2, 2005, Rackable Systems, Inc. filed a lawsuit against the Company in federal court for the Northern District of
California, alleging causes of action for patent infringement. On May 3, 2007, the Company settled the claims on terms which had no adverse
effect on the Company’s business, financial condition and result of operations.
In addition to the above, the Company is involved in various legal proceedings arising from the normal course of business activities. In
management’s opinion, resolution of these matters is not expected to have a material adverse impact on the Company’s consolidated results of
operations, cash flows or our financial position. However, depending on the amount and timing, an unfavorable resolution of a matter could
materially affect the Company’s future results of operations, cash flows or financial position in a particular period.
Lease Commitments —The Company leases equipment under noncancelable operating leases which expire at various dates through
2016. In addition, the Company leases certain of its equipment under capital leases. The future minimum lease commitments under all leases
are as follows (in thousands):
Year ending June 30, 2008
Year ending June 30, 2009
Year ending June 30, 2010
Year ending June 30, 2011
Year ending June 30, 2012
Thereafter
Total minimum operating lease payments
Less amounts representing interest
Present value of minimum lease payments
Less long-term portion
Current portion
As of June 30, 2007
Operating
Leases
674
$
330
276
252
107
421
$ 2,060
Capital
Leases
$ 125
30
11
—
—
—
$ 166
8
158
40
$ 118
Rent expense for the years ended June 30, 2007, 2006 and 2005, were approximately $598,000, $468,000 and $431,000, respectively.
Note 12. Retirement Plan
The Company sponsors a 401(k) savings plan for eligible employees and their beneficiaries. Contributions by the Company are
discretionary, and no contributions have been made by the Company for the years ended June 30, 2007, 2006 and 2005.
Beginning in March 2003, employees of Super Micro Computer, B.V. have the option to deduct a portion of their gross wages and invest
the amount in a pension plan. The Company has agreed to match 10% of the amount that is deducted monthly from employees’ wages. For the
years ended June 30, 2007, 2006 and 2005, the Company’s matching contribution was approximately $3,000, $3,300 and $4,100, respectively.
78
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SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note 13. Segment Reporting
The Company operates in one operating segment that develops and provides high performance server solutions based upon an innovative,
modular and open-standard architecture. The Company’s chief operating decision maker is the Chief Executive Officer.
International net sales are based on the country to which the products were shipped. The following is a summary for the years ended
June 30, 2007, 2006 and 2005, of net sales by geographic region (in thousands):
Net sales:
United States
United Kingdom
Germany
Rest of Europe
Asia
Other
2007
Years Ended June 30,
2006
2005
$ 248,852
20,091
28,828
48,646
64,875
9,101
$ 420,393
$ 177,024
16,044
27,062
42,222
33,216
6,973
$ 302,541
$ 119,248
9,065
19,672
29,832
26,796
7,150
$ 211,763
The Company’s long-lived assets located outside the United States are not significant.
The following is a summary of net sales by product type (in thousands):
Server systems
Serverboards and other
components
Total
2007
Percent of
Years Ended June 30,
2006
Percent of
2005
Percent of
Amount
$ 152,471
Net Sales
36.3 %
Amount
$ 104,460
Net Sales
34.5 %
Amount
$ 66,574
Net Sales
31.4 %
267,922
$ 420,393
63.7 %
100.0 %
198,081
$ 302,541
65.5 %
100.0 %
145,189
$ 211,763
68.6 %
100.0 %
Serverboards and other components are comprised of serverboards, chassis and accessories. Server systems constitute an assembly of
components done by the Company.
79
Table of Contents
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Controls and Procedures
Management’s Evaluation of Disclosure Controls and Procedures.
As of June 30, 2007, an evaluation was performed under the supervision and with the participation of our management, including our
chief executive officer and chief financial officer (together, our “certifying officers”), of the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended).
Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed by us in our
periodic reports filed with the Securities and Exchange Commission (SEC) is recorded, processed, summarized and reported within the time
periods specified by the SEC’s rules and instructions for Form 10-K, and that the information is accumulated and communicated to our
management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required
disclosure. Based on their evaluation, our certifying officers concluded that these disclosure controls and procedures were effective as of the
end of the period covered by this report.
Changes in Internal Control over Financial Reporting
Our management, including our Chief Executive Officer and Chief Financial Officer, believes that a controls system, no matter how well
designed and operated, is based in part upon certain assumptions about the likelihood of future events, and therefore can only provide
reasonable, not absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within a company have been detected.
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of
1934, as amended) during the year ended June 30, 2007, that our certifying officers concluded materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.
This annual report on Form 10-K does not include a report of management’s assessment regarding internal control over financial
reporting or an attestation report of the Company’s independent registered public accounting firm due to a transition period established by rules
of the Securities and Exchange Commission for newly public companies. At the end of the fiscal year 2008, Section 404 of the Sarbanes-Oxley
Act will require our management to provide an assessment of the effectiveness of our internal control over financial reporting, and our
independent registered public accounting firm will be required to report on the effectiveness of internal control over financial reporting. We are
in the process of performing the system and process documentation, and evaluation and testing required for management to make this
assessment and for the Company’s independent auditors to provide their attestation report. We have not completed this process or the
assessment, and this process will require significant amounts of management time and resources. In the course of evaluation and testing,
management may identify deficiencies that will need to be addressed and remediated.
Item 9B.
Other Information
None.
80
Table of Contents
PART III
We have omitted certain information from this report that is required by Part III. We intend to file a definitive proxy statement pursuant
to Regulation 14A with the Securities and Exchange Commission relating to our annual meeting of stockholders not later than 120 days after
the end of the fiscal year covered by this report, and such information is incorporated by reference herein.
Item 10.
Directors and Executive Officers of the Registrant
Certain information regarding our executive officers and directors is included in Part I of this report under the caption “Executive
Officers and Directors” and is incorporated by reference into this Item.
Other information required by this Item will be included in our proxy statement and is incorporated by reference herein.
Item 11.
Executive Compensation
The information required by this Item will be included in our proxy statement and is incorporated by reference herein.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item will be included in our proxy statement and is incorporated by reference herein.
Item 13.
Certain Relationships and Related Transactions
The information required by this Item will be included in our proxy statement and is incorporated by reference herein.
Item 14.
Principal Accounting Fees and Services
The information required by this Item will be included in our proxy statement and is incorporated by reference herein.
81
Table of Contents
Item 15.
Exhibits and Financial Statement Schedules
(a) 1. Financial Statements
PART IV
See Index to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference.
2. Financial Statement Schedules
All other financial statement schedules have been omitted because they are either not applicable or the required information is shown in
the consolidated financial statements or notes thereto.
3. Exhibits
See the Exhibit Index which follows the signature page of this Annual Report on Form 10-K, which is incorporated herein by reference.
(b) Exhibits
See Item 15(a)(3) above.
(c) Financial Statement Schedules
See Item 15(a)(2) above.
82
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SUPER MICRO COMPUTER, INC.
Date: August 28, 2007
/s/ C HARLES L IANG
Charles Liang
President, Chief Executive Officer and Chairman of the Board
(Principal Executive Officer)
83
Table of Contents
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles
Liang, Howard Hideshima and Robert Aeschliman, and each of them, with full power of substitution and resubstitution and full power to act
without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead in connection with this
Annual Report on Form 10-K and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to
file, any and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said
attorneys-in-fact and agents or any of them or their and his or her substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities indicated and on the dates indicated.
Signature
/s/ C HARLES L IANG
Charles Liang
Title
President, Chief Executive Officer and
Chairman of the Board (Principal Executive
Officer)
Date
August 28, 2007
/s/ H OWARD H IDESHIMA
Howard Hideshima
Chief Financial Officer (Principal Financial and
Accounting Officer)
August 28, 2007
/s/ C HIU -C HU (S ARA ) L IU L IANG
Chiu-Chu (Sara) Liu Liang
Vice President of Operations, Treasurer and
Director
August 28, 2007
/s/ Y IH -S HYAN (W ALLY ) L IAW .
Yih-Shyan (Wally) Liaw
Vice President of International Sales, Secretary
and Director
August 28, 2007
/s/ B RUCE A LEXANDER
Bruce Alexander
/s/ H WEI -M ING (F RED ) T SAI
Hwei-Ming (Fred) Tsai
/s/ E DWARD J. H AYES , J R
Edward J. Hayes, Jr
Sherman Tuan
Director
Director
Director
Director
84
August 28, 2007
August 28, 2007
August 28, 2007
Table of Contents
Exhibit
Number
3.3
3.4
4.1
10.1
10.2
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
10.22
10.23
EXHIBIT INDEX
Description
Amended and Restated Certificate of Incorporation of Super Micro Computer, Inc.(1)
Amended and Restated Bylaws of Super Micro Computer, Inc.(1)
Specimen stock certificate for shares of common stock of Super Micro Computer, Inc.(1)
1998 Stock Option Plan, as amended(1)
Form of Incentive Stock Option Agreement under 1998 Stock Option Plan(1)
Form of Nonstatutory Stock Option Agreement under 1998 Stock Option Plan(1)
Form of Nonstatutory Stock Option Agreement outside the 1998 Stock Option Plan(1)
2006 Equity Incentive Plan(1)
Form of Option Agreement under Super Micro Computer, Inc. 2006 Equity Incentive Plan(1)
Form of Restricted Stock Agreement under Super Micro Computer, Inc. 2006 Equity Incentive Plan(1)
Form of Restricted Stock Unit Agreement under Super Micro Computer, Inc. 2006 Equity Incentive Plan(1)
Form of directors’ and officers’ Indemnity Agreement(1)
Promissory Note dated as of March 22, 2001, issued by Super Micro Computer, Inc. to Bank of America, N.A.(1)
Standing Loan Agreement dated March 22, 2001, by and between Super Micro Computer, Inc. and Bank of America, N.A.
(1)
Product Manufacturing Agreement dated as of April 16, 2004 by and between Super Micro Compute, Inc. and Tatung
Company(1)
Promissory Note dated as of April 22, 2004, issued by Super Micro Computer, Inc. to Wachovia Commercial Mortgage, Inc.
(1)
Business Loan Agreement dated as of April 22, 2004, by and between Super Micro Computer, Inc. and Wachovia
Commercial Mortgage, Inc.(1)
Promissory Note dated September 28, 2005, issued by Super Micro Computer, Inc. to Citibank (West), FSB(1)
Business Loan Agreement dated as of September 28, 2005, by and between Super Micro Computer, Inc. and Citibank
(West), FSB(1)
Business Loan Agreement dated November 1, 2005, by and between Super Micro Computer, Inc. and Far East National
Bank(1)
Promissory Note dated November 1, 2005, issued by Super Micro Computer, Inc. to Far East National Bank(1)
Commercial Security Agreement dated November 1, 2005, by and between Super Micro Computer, Inc. and Far East
National Bank(1)
Offer Letter for Chiu-Chu (Sara) Liu Liang(1)
Offer Letter for Alex Hsu(1)
Offer Letter for Howard Hideshima(1)
Director Compensation Policy(1)
Table of Contents
Exhibit
Number
10.24
10.25
10.26
10.27
10.28
10.29
14.1
21.1
23.1
24.1
31.1
31.2
32.1
32.2
(1)
(2)
(3)
(4)
Description
Product Manufacturing Agreement dated January 8, 2007 between Super Micro Computer, Inc. and Ablecom Technology
Inc.(1)
First Amendment to Product Manufacturing Agreement between Super Micro Computer, Inc. and Tatung Company dated as
of March 7, 2007(1)
Form of Notice of Grant of Stock Option under 2006 Equity Incentive Plan(2)
Form of Notice of Grant of Restricted Stock under 2006 Equity Incentive Plan(2)
Form of Notice of Grant of Restricted Stock Unit under 2006 Equity Incentive Plan(2)
Agreement of Purchase and Sale(3)
Code of Ethics for All of the Company’s Directors, Officers and Employees
Subsidiaries of Super Micro Computer, Inc.(1)
Consent of Deloitte and Touche LLP, independent registered public accounting firm
Power of Attorney (included in signature pages)
Certification of Charles Liang, President and CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Howard Hideshima, CFO and Secretary Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of Charles Liang, President and CEO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(4)
Certification of Howard Hideshima, CFO and Secretary Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(4)
Incorporated by reference to the same number exhibit filed with the Registrant’s Registration Statement on Form S-1 (Registration
No. 333-138370), declared effective by the Securities and Exchange Commission on March 28, 2007.
Incorporated by reference to the Company’s Registration Statement on Form S-8 (Commission File No. 333-142404) filed with the
Securities and Exchange Commission on April 27, 2007.
Incorporated by reference to Exhibit 10.1 from the Company’s current report on Form 8-K (Commission File No. 001-33383) filed
with the Securities and Exchange Commission on June 29, 2007.
The certifications attached as Exhibit 32.1 and 32.2 accompany the Annual Report on Form 10-K pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by Super Micro Computer, Inc. for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended.
Our Code has traditionally embodied policies encouraging individual and peer integrity, ethical behavior and our responsibilities to
our employees, customers, suppliers, stockholders, and the public, and includes:
CODE OF BUSINESS CONDUCT AND ETHICS
Exhibit 14.1
•
•
•
•
•
•
•
Prohibiting conflicts of interest (including protecting corporate opportunities)
Protecting our confidential and proprietary information and that of our customers and vendors
Treating our employees, customers, suppliers and competitors fairly
Encouraging full, fair, accurate, timely and understandable disclosure
Protecting and properly using company assets
Complying with laws, rules and regulations (including insider trading laws)
Encouraging the reporting of any unlawful or unethical behavior
The information below are those portions of our code of business conduct and ethics, which address the issues listed above.
A Message About the Code from the Chairman, President and CEO:
To All Officers, Directors and Employees:
[Super Micro Computer, Inc. Letterhead]
One of our Company’s most valuable assets is its integrity. Protecting this asset is the job of everyone in the Company. To that end, we
have established a Code of Business Conduct and Ethics. The Code applies to every officer, director and employee. We also expect that those
with whom we do business (including our agents, consultants, suppliers and customers) will also adhere to the Code. Our Code is designed to
help you comply with the law and maintain the highest standards of ethical conduct. The Code does not cover every issue that may arise, but it
sets out basic principles and a methodology to help guide you in the attainment of this common goal.
All of the Company’s officers, directors and employees must carry out their duties in accordance with the policies set forth in this Code
and with applicable laws and regulations. To the extent that other Company polices and procedures conflict with this Code, you should follow
this Code. Any violation of applicable law or any deviation from the standards embodied in this Code will result in disciplinary action up to
and including termination. Disciplinary action also may apply to an employee’s supervisor who directs or approves the employee’s improper
actions, or is aware of those actions but does not act appropriately to correct them. In addition to imposing its own discipline, the Company
may also bring suspected violations of law to the attention of the appropriate law enforcement personnel. If you are in a situation which you
believe may violate or lead to a violation of this Code, follow the procedures described in Sections 10 and 11 of the Code.
/s/ CHARLES LIANG
Charles Liang
President, Chief Executive Officer and
Chairman of the Board
SUPER MICRO COMPUTER, INC.
CODE OF BUSINESS CONDUCT AND ETHICS
1.
Policy Statement
The Nasdaq rules require that the Company provide a code of conduct for all of its directors, officers and employees. This Company is
committed to being a good corporate citizen. The Company’s policy is to conduct its business affairs honestly and in an ethical manner. That
goal cannot be achieved unless you individually accept your responsibility to promote integrity and demonstrate the highest level of ethical
conduct in all of your activities. Activities that may call into question the Company’s reputation or integrity should be avoided. The Company
understands that not every situation is black and white. The key to compliance with the Code is exercising good judgment. This means
following the spirit of this Code and the law, doing the “right” thing and acting ethically even when the law is not specific. When you are faced
with a business situation where you must determine the right thing to do, you should ask the following questions:
•
•
•
•
Am I following the spirit, as well as the letter, of any law or Company policy?
Would I want my actions reported on 60 Minutes ?
What would my family, friends or neighbors think of my actions?
Will there be any direct or indirect negative consequences for the Company?
Managers set an example for other employees and are often responsible for directing the actions of others. Every manager and supervisor
is expected to take necessary actions to ensure compliance with this Code, to provide guidance and assist employees in resolving questions
concerning the Code and to permit employees to express any concerns regarding compliance with this Code. No one has the authority to order
another employee to act contrary to this Code.
2. Compliance with Laws and Regulations
The Company seeks to comply with both the letter and spirit of the laws and regulations in all countries in which it operates.
The Company is committed to full compliance with the laws and regulations of the cities, states and countries in which it operates. You
must comply with all applicable laws, rules and regulations in performing your duties for the Company. Numerous federal, state and local laws
and regulations define and establish obligations with which the Company, its employees and agents must comply. Under certain circumstances,
local country law may establish requirements that differ from this Code. You are expected to comply with all local country laws in conducting
the Company’s business. If you violate these laws or regulations in performing your duties for the Company, you not only risk individual
indictment, prosecution and penalties, and civil actions and penalties, you also subject the Company to the same risks and penalties. If you
1
violate these laws in performing your duties for the Company, you may be subject to immediate disciplinary action, including possible
termination of your employment or affiliation with the Company.
An explanation of certain of the key laws with which you should be familiar can be found on the Company’s intranet. As explained
below, you should always consult your manager or the Compliance Officer with any questions about the legality of you or your colleagues’
conduct.
3.
Full, Fair, Accurate, Timely and Understandable Disclosure
It is of paramount importance to the Company that all disclosure in reports and documents that the Company files with, or submits to, the
SEC, and in other public communications made by the Company is full, fair, accurate, timely and understandable. You must take all steps
available to assist the Company in these responsibilities consistent with your role within the Company. In particular, you are required to
provide prompt and accurate answers to all inquiries made to you in connection with the Company’s preparation of its public reports and
disclosure.
The Company’s Chief Executive Officer (“ CEO ”) and Chief Financial Officer (“ CFO ”) are responsible for designing, establishing,
maintaining, reviewing and evaluating on a quarterly basis the effectiveness of the Company’s disclosure controls and procedures (as such term
is defined by applicable SEC rules). The Company’s CEO, CFO, controller and such other Company officers designated from time to time by
the Audit Committee of the Board of Directors shall be deemed the “Senior Officers” of the Company. Senior Officers shall take all steps
necessary or advisable to ensure that all disclosure in reports and documents filed with or submitted to the SEC, and all disclosure in other
public communication made by the Company is full, fair, accurate, timely and understandable.
Senior Officers are also responsible for establishing and maintaining adequate internal control over financial reporting 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. The Senior Officers will take all necessary steps to ensure compliance with
established accounting procedures, the Company’s system of internal controls and generally accepted accounting principles. Senior Officers
will ensure that the Company makes and keeps books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the Company. Senior Officers will also ensure that the Company devises and maintains a system
of internal accounting controls sufficient to provide reasonable assurances that:
•
•
transactions are executed in accordance with management’s general or specific authorization;
transactions are recorded as necessary (a) to permit preparation of financial statements in conformity with generally accepted
accounting principles or any other criteria applicable to such statements, and (b) to maintain accountability for assets;
2
•
•
access to assets is permitted, and receipts and expenditures are made, only in accordance with management’s general or specific
authorization; and
the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken
with respect to any differences, all to permit prevention or timely detection of unauthorized acquisition, use or disposition of assets
that could have a material effect on the Company’s financial statements.
Any attempt to enter inaccurate or fraudulent information into the Company’s accounting system will not be tolerated and will result in
disciplinary action, up to and including termination of employment.
4.
Special Ethics Obligations For Employees With Financial Reporting Responsibilities
Senior Officers each bear a special responsibility for promoting integrity throughout the Company. Furthermore, the Senior Officers have
a responsibility to foster a culture throughout the Company as a whole that ensures the fair and timely reporting of the Company’s results of
operation and financial condition and other financial information.
Because of this special role, the Senior Officers are bound by the following Senior Officer Code of Ethics, and by accepting the Code of
Business Conduct and Ethics each agrees that he or she will:
•
•
•
•
•
Perform his or her duties in an honest and ethical manner.
Handle all actual or apparent conflicts of interest between his or her personal and professional relationships in an ethical manner.
Take all necessary actions to ensure full, fair, accurate, timely, and understandable disclosure in reports and documents that the
Company files with, or submits to, government agencies and in other public communications.
Comply with all applicable laws, rules and regulations of federal, state and local governments.
Proactively promote and be an example of ethical behavior in the work environment.
5.
Insider Trading
You should never trade securities on the basis of confidential information acquired through your employment or fiduciary
relationship with the Company.
You are prohibited under both federal law and Company policy from purchasing or selling Company stock, directly or indirectly, on the
basis of material non-public information concerning the Company. Any person possessing material non-public information about the
3
Company must not engage in transactions involving Company securities until this information has been released to the public. Generally,
material information is that which would be expected to affect the investment decisions of a reasonable investor or the market price of the
stock. You must also refrain from trading in the stock of other publicly held companies, such as existing or potential customers or suppliers, on
the basis of material confidential information obtained in the course of your employment or service as a director. It is also illegal to recommend
a stock to (i.e., “tip”) someone else on the basis of such information. If you have a question concerning appropriateness or legality of a
particular securities transaction, consult with the Company’s Compliance Officer. Officers, directors and certain other employees of the
Company are subject to additional responsibilities under the Company’s insider trading compliance policy.
6. Conflicts of Interest and Corporate Opportunities
You must avoid any situation in which your personal interests conflict or even appear to conflict with the Company’s interests. You
owe a duty to the Company not to compromise the Company’s legitimate interests and to advance such interests when the opportunity to do
so arises in the course of your employment.
You shall perform your duties to the Company in an honest and ethical manner. You shall handle all actual or apparent conflicts of
interest between your personal and professional relationships in an ethical manner.
You should avoid situations in which your personal, family or financial interests conflict or even appear to conflict with those of the
Company. You may not engage in activities that compete with the Company or compromise its interests. You should not take for your own
benefit opportunities discovered in the course of employment that you have reason to know would benefit the Company. The following are
examples of actual or potential conflicts:
•
•
•
•
•
you, or a member of your family, receive improper personal benefits as a result of your position in the Company;
you use Company’s property for your personal benefit;
you engage in activities that interfere with your loyalty to the Company or your ability to perform Company duties or
responsibilities effectively;
you work simultaneously (whether as an employee or a consultant) for a competitor, customer or supplier;
you, or a member of your family, have a financial interest in a customer, supplier, or competitor which is significant enough to
cause divided loyalty with the Company or the appearance of divided loyalty (the significance of a financial interest depends on
many factors, such as size of investment in relation to your income, net worth and/or financial needs, your potential to influence
decisions that could impact your interests, and the nature of the business or level of competition between the Company and the
supplier, customer or competitor);
4
•
•
•
•
•
you, or a member of your family, acquire an interest in property (such as real estate, patent or other intellectual property rights or
securities) in which you have reason to know the Company has, or might have, a legitimate interest;
you, or a member of your family, receive a loan or a guarantee of a loan from a customer, supplier or competitor (other than a loan
from a financial institution made in the ordinary course of business and on an arm’s-length basis);
you divulge or use the Company’s confidential information – such as financial data, customer information, or computer programs –
for your own personal or business purposes;
you make gifts or payments, or provide special favors, to customers, suppliers or competitors (or their immediate family members)
with a value significant enough to cause the customer, supplier or competitor to make a purchase, or take or forego other action,
which is beneficial to the Company and which the customer, supplier or competitor would not otherwise have taken; or
you are given the right to buy stock in other companies or you receive cash or other payments in return for promoting the services
of an advisor, such as an investment banker, to the Company.
Neither you, nor members of your immediate family, are permitted to solicit or accept valuable gifts, payments, special favors or other
consideration from customers, suppliers or competitors. Any gifts may be accepted only on behalf of the Company with the approval of your
manager and the Compliance Officer. Gifts may be given only in compliance with the Foreign Corrupt Practices Act.
Conflicts are not always clear-cut. If you become aware of a conflict described above or any other conflict, potential conflict, or have a
question as to a potential conflict, you should consult with your manager or the Company’s Compliance Officer and/or follow the procedures
described in Sections 10 and 11 of the Code. If you become involved in a situation that gives rise to an actual conflict, you must inform your
supervisor or the Company’s Compliance Officer of the conflict.
7. Confidentiality
All confidential information concerning the Company obtained by you is the property of the Company and must be protected.
Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its
customers, if disclosed. You must maintain the confidentiality of such information entrusted to you by the Company, its customers and its
suppliers, except when disclosure is authorized by the Company or required by law.
Examples of confidential information include, but are not limited to: the Company’s trade secrets; business trends and projections;
information about financial performance; new
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product or marketing plans; research and development ideas or information; manufacturing processes; information about potential acquisitions,
divestitures and investments; stock splits, public or private securities offerings or changes in dividend policies or amounts; significant
personnel changes; and existing or potential major contracts, orders, suppliers, customers or finance sources or the loss thereof.
Your obligation with respect to confidential information extends beyond the workplace. In that respect, it applies to communications with
your family members and continues to apply even after your employment or director relationship with the Company terminates.
8.
Fair Dealing
Our goal is to conduct our business with integrity.
You should endeavor to deal honestly with the Company’s customers, suppliers, competitors, and employees. Under federal and state
laws, the Company is prohibited from engaging in unfair methods of competition, and unfair or deceptive acts and practices. You should not
take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or
any other unfair dealing.
Examples of prohibited conduct include, but are not limited to:
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bribery or payoffs to induce business or breaches of contracts by others;
acquiring a competitor’s trade secrets through bribery or theft;
making false, deceptive or disparaging claims or comparisons about competitors or their products or services; or
mislabeling products or services.
9.
Protection and Proper Use of Company Assets
You should endeavor to protect the Company’s assets and ensure their proper use.
Company assets, both tangible and intangible, are to be used only for legitimate business purposes of the Company and only by
authorized employees or consultants. Intangible assets include intellectual property such as trade secrets, patents, trademarks and copyrights,
business, marketing and service plans, engineering and manufacturing ideas, designs, databases, Company records, salary information, and any
unpublished financial data and reports. Unauthorized alteration, destruction, use, disclosure or distribution of Company assets violates
Company policy and this Code. Theft or waste of, or carelessness in using, these assets have a direct adverse impact on the Company’s
operations and profitability and will not be tolerated.
The Company provides computers, voice mail, electronic mail (e-mail), and Internet access to certain employees for the purpose of
achieving the Company’s business objectives. As a result, the Company has the right to access, reprint, publish, or retain any information
created, sent or contained in any of the Company’s computers or e-mail systems of any Company
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machine. You may not use e-mail, the Internet or voice mail for any illegal purpose or in any manner that is contrary to the Company’s policies
or the standards embodied in this Code.
You should not make copies of, or resell or transfer copyrighted publications, including software, manuals, articles, books, and databases
being used in the Company, that were created by another entity and licensed to the Company, unless you are authorized to do so under the
applicable license agreement. In no event should you load or use, on any Company computer, any software, third party content or database
without receiving the prior written permission of the Information Systems Department to do so. You must refrain from transferring any data or
information to any Company computer other than for Company use. You may use a handheld computing device or mobile phone in connection
with your work for the Company, but must not use such device or phone to access, load or transfer content, software or data in violation of any
applicable law or regulation or without the permission of the owner of such content, software or data. If you should have any question as to
what is permitted in this regard, please consult with the Company’s Information Systems Director.
10. Reporting Violations of Company Policies and Receipt of Complaints Regarding Financial Reporting or Accounting Issues
You should report any violation or suspected violation of this Code to the appropriate Company personnel or via the Company’s
anonymous and confidential reporting procedures.
The Company’s efforts to ensure observance of, and adherence to, the goals and policies outlined in this Code mandate that you promptly
bring to the attention of the Compliance Officer, any material transaction, relationship, act, failure to act, occurrence or practice that you
believe, in good faith, is inconsistent with, in violation, or reasonably could be expected to give rise to a violation, of this Code. You should
report any suspected violations of the Company’s financial reporting obligations or any complaints or concerns about questionable accounting
or auditing practices in accordance with the procedures set forth below.
Here are some approaches to handling your reporting obligations:
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In the event you believe a violation of the Code, or a violation of applicable laws and/or governmental regulations has occurred or
you have observed or become aware of conduct which appears to be contrary to the Code, immediately report the situation to your
supervisor or the Compliance Officer. Supervisor or managers who receive any report of a suspected violation must report the
matter to the Compliance Officer.
If you have or receive notice of a complaint or concern regarding the Company’s financial disclosure, accounting practices, internal
accounting controls, auditing, or questionable accounting or auditing matters, you must immediately advise your supervisor or the
Compliance Officer.
If you wish to report any such matters anonymously or confidentially, then you may do so as follows:
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Mail a description of the suspected violation or other complaint or concern to:
Audit Committee Chair
980 Rock Ave.
San Jose, CA 95131
•
Use common sense and good judgment; Act in good faith . You are expected to become familiar with and to understand the
requirements of the Code. If you become aware of a suspected violation, don’t try to investigate it or resolve it on your own. Prompt
disclosure to the appropriate parties is vital to ensuring a thorough and timely investigation and resolution. The circumstances
should be reviewed by appropriate personnel as promptly as possible, and delay may affect the results of any investigation. A
violation of the Code, or of applicable laws and/or governmental regulations is a serious matter and could have legal implications.
Allegations of such behavior are not taken lightly and should not be made to embarrass someone or put him or her in a false light.
Reports of suspected violations should always be made in good faith.
Internal investigation . When an alleged violation of the Code, applicable laws and/or governmental regulations is reported, the
Company will take appropriate action in accordance with the compliance procedures outlined in Section 11 of the Code. You are
expected to cooperate in internal investigations of alleged misconduct or violations of the Code or of applicable laws or regulations.
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No fear of retaliation . It is Company policy that there be no intentional retaliation against any person who provides truthful
information to a Company or law enforcement official concerning a possible violation of any law, regulation or Company policy,
including this Code. Persons who retaliate may be subject to civil, criminal and administrative penalties, as well as disciplinary
action, up to and including termination of employment. In cases in which you report a suspected violation in good faith and are not
engaged in the questionable conduct, the Company will attempt to keep its discussions with you confidential to the extent
reasonably possible. In the course of its investigation, the Company may find it necessary to share information with others on a
“need to know” basis. No retaliation shall be taken against you for reporting alleged violations while acting in good faith.
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11. Compliance Procedures
The Company has established this Code as part of its overall policies and procedures. To the extent that other Company policies and
procedures conflict with this Code, you should follow this Code. The Code applies to all Company directors and Company employees,
including all officers, in all locations.
The Code is based on the Company’s core values, good business practices and applicable law. The existence of a Code, however, does
not ensure that directors, officers and employees will comply with it or act in a legal and ethical manner. To achieve optimal legal and ethical
behavior, the individuals subject to the Code must know and understand the Code as it applies to them and as it applies to others. You must
champion the Code and assist others in knowing and understanding it.
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Compliance . You are expected to become familiar with and understand the requirements of the Code. Most importantly, you must
comply with it.
CEO Responsibility . The Company’s CEO shall be responsible for ensuring that the Code is established and effectively
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communicated to all employees, officers and directors. Although the day-to-day compliance issues will be the responsibility of the
Company’s managers, the CEO has ultimate accountability with respect to the overall implementation of and successful compliance
with the Code.
Corporate Compliance Management . The CEO shall select an employee to act as the Corporate Compliance Officer. The Corporate
Compliance Officer is currently Howard Hideshima. The Compliance Officer’s responsibility is to ensure communication, training,
monitoring, and overall compliance with the Code. The Compliance Officer will, with the assistance and cooperation of the
Company’s officers, directors and managers, foster an atmosphere where employees are comfortable in communicating and/or
reporting concerns and possible Code violations.
Internal Reporting of Violations . The Company’s efforts to ensure observance of, and adherence to, the goals and policies outlined
in this Code mandate that all employees, officers and directors of the Company report suspected violations in accordance with
Section 9 of this Code.
Screening of Employees . The Company shall exercise due diligence when hiring and promoting employees and, in particular, when
conducting an employment search for a position involving the exercise of substantial discretionary authority, such as a member of
the executive team, a senior management position or an employee with financial management responsibilities. The Company shall
make reasonable inquiries into the background of each individual who is a candidate for such a position. All such inquiries shall be
made in accordance with applicable law and good business practice.
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•
Access to the Code . The Company shall ensure that employees, officers and directors may access the Code on the Company’s
website. In addition, each current employee will be provided with a copy of the Code. New employees will receive a copy of the
Code as part of their new hire information. From time to time, the Company will sponsor employee training programs in which the
Code and other Company policies and procedures will be discussed.
Monitoring . The officers of the Company shall be responsible to review the Code with all of the Company’s managers. In turn, the
Company’s managers with supervisory responsibilities should review the Code with his/her direct reports. Managers are the “go to”
persons for employee questions and concerns relating to the Code, especially in the event of a potential violation. Managers or
supervisors will immediately report any violations or allegations of violations to the Compliance Officer. Managers will work with
the Compliance Officer in assessing areas of concern, potential violations, any needs for enhancement of the Code or remedial
actions to effect the Code’s policies and overall compliance with the Code and other related policies.
Auditing . An internal audit team selected by the Audit Committee will be responsible for auditing the Company’s compliance with
the Code.
Internal Investigation . When an alleged violation of the Code is reported, the Company shall take prompt and appropriate action in
accordance with the law and regulations and otherwise consistent with good business practice. If the suspected violation appears to
involve either a possible violation of law or an issue of significant corporate interest, or if the report involves a complaint or
concern of any person, whether employee, a shareholder or other interested person regarding the Company’s financial disclosure,
internal accounting controls, questionable auditing or accounting matters or practices or other issues relating to the Company’s
accounting or auditing, then the manager or investigator should immediately notify the Compliance Officer, who, in turn, shall
notify the Legal Department and/or Chairman of the Audit Committee, as applicable. If a suspected violation involves any director
or executive officer or if the suspected violation concerns any fraud, whether or not material, involving management or other
employees who have a significant role in the Company’s internal controls, any person who received such report should immediately
report the alleged violation to the Compliance Officer, if appropriate, the Chief Executive Officer and/or Chief Financial Officer,
and, in every such case, the Chairman of the Audit Committee. The Compliance Officer or the Chairman of the Audit Committee,
as applicable, shall assess the situation and determine the appropriate course of action. At a point in the process consistent with the
need not to compromise the investigation, a person who is suspected of a violation shall be apprised of the alleged violation and
shall have an opportunity to provide a response to the investigator.
Disciplinary Actions . Subject to the following sentence, the Compliance Officer, after consultation with the Legal Department,
shall be responsible for implementing the appropriate disciplinary action in accordance with the Company’s policies and
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procedures for any employee who is found to have violated the Code. If a violation has been reported to the Audit Committee or
another committee of the Board, that Committee shall be responsible for determining appropriate disciplinary action. Any violation
of applicable law or any deviation from the standards embodied in this Code will result in disciplinary action, up to and including
termination of employment. Any employee engaged in the exercise of substantial discretionary authority, including any Senior
Officer, who is found to have engaged in a violation of law or unethical conduct in connection with the performance of his or her
duties for the Company, shall be removed from his or her position and not assigned to any other position involving the exercise of
substantial discretionary authority. In addition to imposing discipline upon employees involved in non-compliant conduct, the
Company also will impose discipline, as appropriate, upon an employee’s supervisor, if any, who directs or approves such
employees’ improper actions, or is aware of those actions but does not act appropriately to correct them, and upon other individuals
who fail to report known non-compliant conduct. In addition to imposing its own discipline, the Company will bring any violations
of law to the attention of appropriate law enforcement personnel.
Retention of Reports and Complaints . All reports and complaints made to or received by the Compliance Officer or the Chair of the
Audit Committee shall be logged into a record maintained for this purpose by the Compliance Officer and this record of such report
shall be retained for five (5) years.
Required Government Reporting . Whenever conduct occurs that requires a report to the government, the Compliance Officer shall
be responsible for complying with such reporting requirements.
Corrective Actions . Subject to the following sentence, in the event of a violation of the Code, the manager and the Compliance
Officer should assess the situation to determine whether the violation demonstrates a problem that requires remedial action as to
Company policies and procedures. If a violation has been reported to the Audit Committee or another committee of the Board, that
committee shall be responsible for determining appropriate remedial or corrective actions. Such corrective action may include
providing revised public disclosure, retraining Company employees, modifying Company policies and procedures, improving
monitoring of compliance under existing procedures and other action necessary to detect similar non-compliant conduct and prevent
it from occurring in the future. Such corrective action shall be documented, as appropriate.
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12. Publication of the Code of Business Conduct and Ethics; Amendments and Waivers of the Code of Business Conduct and Ethics
The most current version of this Code will be posted and maintained on the Company’s website and filed as an exhibit to the Company’s
Annual Report on Form 10-K. The Company’s Annual Report on Form 10-K shall disclose that the Code is maintained on the website and
shall disclose that substantive amendments and waivers will also be posted on the company’s website.
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Any substantive amendment or waiver of this Code (i.e., a material departure from the requirements of any provision) particularly
applicable to or directed at executive officers or directors may be made only after approval by the Board of Directors and will be disclosed
within four (4) business days of such action (a) on the Company’s website for a period of not less than twelve (12) months and (b) in a Form 8-
K filed with the Securities and Exchange Commission. Such disclosure shall include the reasons for any waiver. The Company shall retain the
disclosure relating to any such amendment or waiver for at least five (5) years.
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CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-142404 on Form S-8 of our report dated August 24, 2007,
relating to the consolidated financial statements of Super Micro Computer, Inc. (which report expresses an unqualified opinion and includes an
explanatory paragraph relating to the adoption of Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based
Payment ), appearing in this Annual Report on Form 10-K of Super Micro Computer, Inc. for the year ended June 30, 2007.
Exhibit 23.1
/s/ Deloitte & Touche LLP
San Jose, California
August 24, 2007
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Charles Liang, certify that:
1.
I have reviewed this annual report on Form 10-K of Super Micro Computer, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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.
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
c. 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.
Date: August 28, 2007
/s/ C HARLES L IANG
Charles Liang
President, Chief Executive Officer and
Chairman of the Board
(Principal Executive Officer)
EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Howard Hideshima, certify that:
1.
I have reviewed this annual report on Form 10-K of Super Micro Computer, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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.
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
c. 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.
Date: August 28, 2007
/s/ H OWARD H IDESHIMA
Howard Hideshima
Chief Financial Officer
(Principal Financial and Accounting Officer)
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Charles Liang, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that
the Annual Report of Super Micro Computer, Inc. on Form 10-K for the year ended June 30, 2007, as filed with the Securities and Exchange
Commission on the date thereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and the
information contained in such Annual Report on Form 10-Q fairly presents, in all material respects, the financial condition and results of
operations of Super Micro Computer, Inc.
EXHIBIT 32.1
Date: August 28, 2007
/s/ C HARLES L IANG
Charles Liang
President, Chief Executive Officer
and Chairman of the Board
(Principal Executive Officer)
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Howard Hideshima, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that the Annual Report of Super Micro Computer, Inc. on Form 10-K for the year ended June 30, 2007, as filed with the Securities and
Exchange Commission on the date thereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 and the information contained in such Annual Report on Form 10-Q fairly presents, in all material respects, the financial condition and
results of operations of Super Micro Computer, Inc.
EXHIBIT 32.2
Date: August 28, 2007
/s/ H OWARD H IDESHIMA
Howard Hideshima
Chief Financial Officer
(Principal Financial and Accounting Officer)