2013 Annual Report
We Ke ep IT G reen®
Insert Front Cover Here
Supermicro Company History of Innovations & Achievements
2013FY
•
Introduced MicroBlade, the most
energy efficient and cost effective
high-density server for data centers
• Launched new TwinPro™ and
TwinPro2™ with SAS3, NVMe, and
expanded IO options
• Debuts new 24-node MicroCloud
featuring Haswell UP and Avoton
processors in 3U
• Expanded GPU SuperServers® for
GRID VDI and Cloud Gaming applications
• Secured #1 position in Green500.org for
most energy efficient Super Computer
• Launched GPU SuperBlade®
architecture for highest GPU density,
30 GPUs across 10 nodes in 7U
• Launched 4U 72x 3.5” external
hot-swap HDD Storage Server
• Enabled complete datacenter solution
with Software and Switch offerings
2012FY
• Grand Opening of Taiwan Science &
Technology Park
• Charles Discusses New Concept of
Green Computer Industry and
Environmental Protection on
KTSF 26 Talk Tonight
• Launched 100+ New Generation
X9 Server Solutions Supporting
MP/DP/UP Configurations
•
Introduced New Platinum Level High
Efficiency (95%+) Digital Switching
Power Modules
Asia Science &
Technology Park
New Taipei City,
Taiwan
• Created Industry’s First Cost Effective Battery
Backup Power (BBP™) Modules to Replace
Traditional UPS Systems
• Launched PUE-Optimized SuperServers
for Free Air Cooled, High Ambient
(47°C) Operation
• Launched Innovative 4U FatTwin™
Architecture
FatTwin™
• Energy Efficient SuperServers Benefit
Yahoo JAPAN! Shinsai Quake Relief
Site and wins them Laureate Finalist
Status for Computerworld Honors Award
• Receives 2012 Cisco Partner Operational
Excellence Award
• Makes Fortune 2012 100 Fastest-Growing
Companies List
DP, UP, MP Serverboards
2011FY
• Started high-volume state-of-the-art
integration facilities in Asia and Europe
• Launched 8-Way System with 80 CPU cores
• Launched TwinBlade™ and GPU SuperBlade®
products
• Significantly expanded UP product line
with next generation systems, chassis and
serverboards
•
Inaugurated MicroCloud with
8/16 Hot-Pluggable Nodes in 3U
• Expanded Networking portfolio
with 1U 10 Gigabit Ethernet Switch
•
Introduced SuperCompact, Gold Level 400W
Power Supply
• Broadened embedded product line
with next-generation offerings
• Empowered End-to-End IT Solutions
with SuperRack™ and 10GE switch
2010FY
• Expanded 2U Twin product line with 12
HDDs per node model
• Received patent for Twin architecture
• World’s first line of Double-Sided
Storage® products unveiled
• Won Blade Systems Insight 2010 Award
for Best Blade-Based Solution
• Embedded/IPC system selected as “Best
Server of 2010” by Electronic Design
Magazine
• First to introduce Platinum Level (94%+
efficiency) Server Building Block Solutions®
2009FY
• Created the world’s fastest 1U dual
GPU server architecture with non-
blocking CPU-GPU connectivity
• Launched 2U Twin servers with six 3.5”
hot-plug HDDs per DP node & per 1U
with redundant power supplies
• Achieved record x86 server
performance-per-watt (375 GFLOPS/kW)
™ server
• Announced innovative 2U Twin2
architecture with 4 hot-plug DP nodes
• Launched industry’s most complete and
optimized line of Nehalem solutions with
over 80 motherboard, server and system
SKUs launched
2008FY
• Ranked number one x86 server
vendor by the channel
•
Introduced <50 dB low-noise
Personal Supercomputer based
on SuperBlade®
• Surpassed $2 billion in cumulative
revenues since founding
• Unveiled high-end Whisper-Quiet
Workstation and desktop systems
• Launched industry’s first Double-Density
1U Twin™ servers with two DP nodes in 1U
2007FY
• Highest performance-per-watt
achieved by 93% efficiency power
supplies
• Launched SuperBlade® product line
• Announced IPO and traded on
NASDAQ under the symbol “SMCI”
•
Introduced innovative Universal I/O
(UIO) architecture
New!
TwinPro™ Architecture
The First and Only Server on the Market w/
SAS 3 & NVMe Support
• Up to 4x NVMe (PCI-E SSD) support
TwinPro2 ™
• Up to 8x 2.5” SAS3 (12Gbps) SSD support
• Up to 2 GPUs supported
• Up to 2 LP PCI-E 3.0 Slots and additional “0” slot
• Up to 1TB DDR3-1866 MHz in 16 DIMMs
TwinPro™
• FDR (56Gbps) / QDR InfiniBand / 40Gb Ethernet
• Dual 10GBase-T on board (optional)
• Redundant Titanium/Platinum Level Power Supplies
Platinum Level
Chassis & Power Supplies
Twin Server Family
Best Performance-per-Watt
UIO, WIO, and Resource
Optimized Solutions
FatTwin™
4U Twin Architecture
MicroBlade
Solutions
SuperBlade®
Solutions
GPU/MIC Supercomputing
Server Solutions
2006
•
Introduced industry’s first Xeon® 5000 and 5100
series server solutions
• First major server vendor to deliver SES2 and
ZCR on SAS server and storage solutions
• First to announce low-voltage Intel® Xeon®-
based server solutions
• Unveiled industry-leading line of multi-core UP
servers
• SuperServer® design breakthrough enabled
four add-on cards in 1U servers
2005
•
Introduced complete line of AMD solutions to
the market
• Provided industry’s most complete line of SAS
server solutions
• First to offer complete line of 64-bit SATA
servers with RAID 5 and SAF-TE
2004
• Offered 50+ 64-bit Xeon®-optimized server
solutions at launch
2003
1997
• Released industry’s first 64-bit 1U Itanium2 platform
• Announced industry’s first motherboards to support
•
Introduced industry’s first 1U server with 1
terabyte of SATA storage
• World’s first SATA workstation platform unveiled
both Pentium® Pro and Pentium® II processors
• Offered widest motherboard selection to
support next-generation 3D graphics and
visually-intensive applications
2002
• World’s first 533MHz FSB rackmount server system
• Expanded product line with new Dual Xeon®
storage solutions
2001
• Created industry’s first dual Intel® Xeon® server
based on Intel® 860 chipset
2000
• Released world’s highest performing 1U servers
•
Introduced industry’s fastest 4-Way server
1999
• Granted patent for industry’s first redundant
1996
•
“World’s First” I2O ready serverboard
• Expanded operations to Taiwan for high-volume
OEM production
• Developed industry’s first dual Intel Pentium Pro-
based serverboard
1995
•
Introduced the world’s first x86 DP
serverboard based on Orion chipset
1994
• 30% of the systems companies in North
America selected Supermicro’s Intel®
Pentium® Pro based products
1993
• Company founded in San Jose, USA, with
mission to design and manufacture high-
performance, high-quality servers
• First to market with server/workstation platforms
cooling power supply
featuring PCI Express and DDR2
• Delivered new line of 3U chassis for
high-availability storage servers
1998
• Opened European subsidiary in the Netherlands
• First to introduce Xeon® Pentium® II server solution
Supermicro Server Management
Software Solutions
Supermicro 24/7/4
Onsite Service & Support
GLOBAL SKU
24/7/4
BBP™ Solutions
(Battery Backup Power)
MicroCloud
Double-Sided Storage®
Solutions
IPC & Embedded
Solutions
8-/4-Way
Enterprise Solutions
Layer 2 & 3
Ethernet Switches
Whisper-Quiet
Workstations
Letter to Our Shareholders
Dear Supermicro Shareholders,
2013 has been a very productive year as we successfully expanded our
product lines and infrastructure to accelerate growth worldwide. For the
past many years, Supermicro’s main mission is to excel in the field of
green server technology. Indeed, we are now at the brink of becoming the
best at what we do. One of our most significant product launches of the
year was our line of FatTwin™ systems. Like the original Twin architecture
that we released seven years ago, the FatTwin represents our vision of a
truly optimized solution. With leading computing and storage density,
power efficiency, performance and cost-effectiveness, we have helped
many customers succeed in Web hosting, storage, HPC and Big Data
applications. In addition to the FatTwin, I’d like to share with you some of
Supermicro’s achievements this year and the preparations we have made
to realize our vision of becoming the true leader in our industry.
We introduced an amazing range of innovative, energy-saving solutions
in 2013 such as a new line of TwinPro™ SuperServers, a higher density
24-node MicroCloud, and coming soon an ultra-high-density, extreme
low-power 6U 112-node MicroBlade™. For high-performance computing,
we debuted several new GPU/Xeon Phi solutions, which hold high
positions on the coveted Top 500 List of Supercomputers. Staying true to
our green mission, our HPC solution also made #1 on the Green500 List!
For storage, we introduced world’s highest-capacity 4U 72x/90x hot-swap
3.5” HDD systems and industry-leading 12 Gb/s SAS 3.0 solutions, and
coming soon a new line of NVMe storage solutions. With new 10/40 GbE
top-of-rack and blade switches and enhanced Server Management software, this is the year in which we have all the technologies and
infrastructure ready and in place to become the world’s premier provider of true end-to-end computing solutions for accelerated global
growth.
As Supermicro grows its foundation and extends its global reach, we are fully prepared to offer more value to our partners in the
coming years. With our recent acquisition of the 36+ acre Green Computing Park to expand our headquarters in the heart of Silicon
Valley and our first full year of operation at our Taiwan facility under our belt, these infrastructure enhancements are paving the way
for a strong growth path. Combined with our system management software suite and our new onsite service business, we are deeply
committed to achieving a strong revenue growth with the highest level of customer satisfaction.
Looking ahead to fiscal 2014, Supermicro’s foundation has never been stronger, our potential has never been greater, and huge
opportunities are within our grasp. We are ready to surge as our leadership in platform architecture optimization and efficient global
operations are firmly in place. We will continue this path of aggressive growth (~3X the industry average in 2013) as we gain market
share with our superior products. Lastly, I truly believe that by delivering the greenest server products available, Supermicro is
protecting the earth to the best of our abilities. For that, I hope you can share this sentiment by doing what you can keep our Mother
Earth healthy.
Thank you for your support,
Charles Liang
President & CEO
Super Micro Computer, Inc.
January, 2014
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, 2013
or
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 LLC
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
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
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
No
No
Act of 1934 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
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
Accelerated filer
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b of the Exchange Act) Yes
The aggregate market value of the registrant’s Common Stock held by non-affiliates, based upon the closing price of the Common Stock on
No
December 31, 2012, as reported by the Nasdaq Global Select Market, was approximately $331,423,204. Shares of Common Stock held by each
executive officer and director and by each person who owns 5% or more of the outstanding Common Stock, based on filings with the Securities
and Exchange Commission, have been excluded since such persons may be deemed affiliates. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.
As of September 6, 2013 there were 42,702,605 shares of the registrant’s common stock, $0.001 par value, outstanding, which is the only
class of common stock of the registrant issued.
DOCUMENTS INCORPORATED BY REFERENCE
None
Table of Contents
SUPER MICRO COMPUTER, INC.
ANNUAL REPORT ON FORM 10-K
FOR THE FISCAL YEAR ENDED JUNE 30, 2013
TABLE OF CONTENTS
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Item 15.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART I
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
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
PART III
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions and Director Independence
Principal Accountant Fees and Services
Exhibits and Financial Statement Schedules
Signatures
PART IV
Page
1
12
25
25
25
25
26
28
29
42
43
73
73
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75
80
90
91
93
94
95
This Annual Report on Form 10-K contains “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 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 below, under “Item
1A Risk Factors”, and in other parts of this Form 10-K as well as in our other filings with the SEC. 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 are a global leader in high-performance, high-efficiency server technology and green computing innovation. We
develop and provide advanced server Building Block Solutions to Data Center, Cloud Computing, Enterprise, Hadoop/Big
Data, High Performance Computing, or HPC, and Embedded markets. Our solutions range from complete server, storage,
blade, workstation and full rack solutions to networking devices and server management software, which can be used by
distributors, original equipment manufacturers, or OEMs, and end customers. We offer our customers a high degree of
flexibility and customization by providing what we believe to be the industry’s broadest array of server configurations. Our
server systems, subsystems and accessories are architecturally designed to provide highest levels of reliability, quality and
scalability, thereby enabling our customers' benefits in the areas of compute performance, density, thermal management and
power efficiency to lower their overall total cost of ownership.
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, power supplies, networking and storage devices. This building block approach allows us to
provide a broad range of SKUs, and enables us to build and deliver application-optimized solutions based upon customers’
requirements. Architecture innovations include Twin, FatTwin, SuperBlade, MicroCloud, Super Storage Bridge Bay, or SBB,
Double-Sided Storage, Battery Backup Power, or BBP, modules, Universal I/O, or UIO, and WIO expansion technology. As of
June 30, 2013, we offered over 5,200 SKUs, including SKUs for rackmount and blade server systems, serverboards, chassis
and power supplies and other system accessories.
We conduct our operations principally from our headquarters in California and subsidiaries in Taiwan, the
Netherlands, and China. We sell our server systems and server subsystems and accessories 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 2013, our products were purchased by over 800 customers, most of which are distributors in 84
countries. None of our customers represent 10% or more of our net sales. We commenced operations in 1993 and have been
profitable every year since inception. For fiscal years 2013, 2012 and 2011, our net sales were $1,162.6 million, $1,013.9
million and $942.6 million, respectively, and our net income was $21.3 million, $29.9 million and $40.2 million, respectively.
The Super Micro Solution
We develop and provide high performance server solutions based upon an innovative, modular and open-standard
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 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 product lines. This modular approach, in
turn, enables us to provide what we believe to be the industry’s largest array of server systems, subsystems and accessories.
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 subsystems and accessories, such as
serverboards, chassis and power supplies to deliver a broad range of products with superior features. Each subsystem and
accessory 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, 2013, we offered over 5,200 SKUs, including SKUs for rackmount and blade server systems,
serverboards, chassis and power supplies and other system accessories.
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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,
subsystems and accessories 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 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
We leverage advanced technology and system design expertise to reduce the power consumption of our server, blade,
workstation and storage systems. We believe that we are an industry leader in power saving technology. 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. We have
also developed power management software that controls power consumption of server clusters by policy-based administration.
High Density Servers
Our servers are designed to enable customers to maximize computing power while minimizing the physical space
utilized. We offer server systems with up to three times the density of conventional solutions, which allows our customers to
efficiently deploy our server systems in scale-out configurations. Through our industry leading technology, we can offer
significantly more memory and expansion slots than traditional server systems with a comparable server form factor. For
example, we offer systems in a 2U configuration with features and capabilities generally offered by competitors only in a server
with room for four racks or shelves, or a 4U server, configuration. Our 2U Twin² system contains four full feature DP compute
nodes in a 2U chassis which are designed to address the ever-increasing efficiency, density and low total cost of ownership
demands of today’s high performance computing clusters and data centers. Our TwinBlade, supporting 20 DP nodes and 5
switches in 7U enclosure, achieve even higher performance, density and efficiency and make it the greenest, most power-
saving blade solution available. Our MicroCloud, supporting up to 12 nodes in a 3U enclosure, provides a compelling, cost-
effective solution for hosting, searching, or cloud computing applications. In addition, our FatTwin solutions contain eight or
four full feature DP hot-pluggable compute nodes in a 4U server. The 8-node configuration provides high density and
computing power for those compute-demanding applications, while the 4-node configuration offers up to 8 hot-pluggable 3.5"
HDDs per U for those applications that require high storage capacity within a compact setting. FatTwin is designed to operate
at high temperatures up to 47 degrees Celsius ambient and delivers the highest performance with the most energy efficient
technologies and cooling designs currently available on the market.
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, AMD and Nvidia, 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.
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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 as well as other technology vendors such as Nvidia. We
plan to continue to improve the energy efficiency of our products by enhancing our ability to deliver improved power and
thermal management capabilities, as well as servers and subsystems and accessories that can operate in increasingly dense
environments. We have introduced and 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 customers and add new distributors and OEM partners. 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, entertainment and embedded applications. We have
begun manufacturing and service operations in the Netherlands and Taiwan in support of European and Asian customers and
we plan to continue to increase our overseas manufacturing capacity and logistics capabilities and expand our reach
geographically.
Strengthen Our Relationships with Suppliers and Manufacturers
Our efficient supply chain and combined internal 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 continue to maintain our warehousing capacity in
Asia through our relationship with Ablecom Technology, Inc., or Ablecom, one of our major contract manufacturers and a
related party, so that we continue 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 continued to improve our high-performance
blade server solutions, called SuperBlades. Our SuperBlades 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’s 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. In addition, the SuperBlade power supplies provide 94%+ gold level or above efficiency, which is
currently considered the highest AC power supply efficiency in today's blade solutions providing extreme electricity cost
saving. We believe that our SuperBlade server system provides industry leading density, memory expandability, reliability,
price-to-performance per square foot and energy saving. We also offer our TwinBlade SuperBlade configuration which includes
two dual processor blades into one slot. The TwinBlade with the most current Infiniband fourteen data rate, or FDR, connection
enables the new SuperBlade to achieve even higher performance, density and efficiency by doubling the number of dual-
processor compute nodes per 7U enclosure from 10 to 20. In addition to its superior processing power, TwinBlade combines
94%+ power supply efficiency with our innovative and highly efficient thermal and cooling system designs making it the
greenest, most power-saving blade solution available. Our Graphics Processing Units (GPU) SuperBlade, which supports up to
30 GPUs and 20 Central Processing Units (CPUs) in a single 7U blade enclosure, delivers maximum performance with the best
CPU to GPU balance and optimized I/O.
Products
We offer a broad range of application optimized server solutions, including complete rackmount and blade server
systems and subsystems and accessories which customers can use to build complete server systems.
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Server Systems
We sell server systems in rackmount, 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 and Xeon multi-core architectures in 1U,
2U, 3U, 4U, tower and blade form factors. We also offer complete server systems based on AMD single, dual and quad Opteron
in 1U, 2U, 4U and blade form factors. As of June 30, 2013, we offered over 950 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 with most comprehensive selections of chassis and serverboards. 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 rackmount servers.
The figure below depicts a typical rackmount 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.
B.
C.
D.
E.
F.
G.
H.
Chassis: Industry standard 1U rackmount chassis that allows server interoperability while efficiently housing key
server components.
Power Supply: High efficiency, cost effective AC energy saving power supply. DC power supplies and Battery Backup
Power BBP® modules are also available.
Memory: Scalable memory expansion capability.
Intelligent Platform Management Interface: 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.
Processor: Programmable CPUs, Many Integrated Core (MIC) co-processors, and GPUs, that performs all server
instructions and logic processing, plus some cache memory and I/O functions. Supermicro servers support single,
dual, and quad multi core processors from major suppliers such as Intel, NVIDA, and AMD.
Expansion Modules: Allows increased functionality, I/O customization and flexibility.
Thermal Management: Pulse Width Modulated counter rotating and redundant fan controls that provide optimum
cooling and energy saving and dissipation of server component heat.
Disk Drives: Storage medium for operating system, applications, and data. We offer “power-on” hot-swappable
capability.
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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
CPU
Core 2 Duo, Core 2 Quad,
Xeon, Core i7, Core i5,
Core i3, E5-2600/1600,
E3-1200, Atom, Celeron
Pentium
Memory
Unbuffered DDR3, ECC
Registered DDR3
Drive Bays
1 to 8 drives
Form Factor
1U, 2U, Mid-
tower
SKUs
105 models
6000 Series
Dual Xeon (Dual/Quad/Six/
Eight Core)
DDR3, ECC Registered
DDR3
1 to 16 drives
1U, 2U, 3U
239 models
7000 Series
Dual Xeon (Dual/Quad/Six/
Eight Core)
DDR3, ECC Registered
DDR3
1 to 8 drives
4U, Tower
52 models
8000 Series
FatTwin
MicroCloud
SuperBlade
Quad Xeon (Quad/Six/
Eight/Ten Core),
MP Xeon (Quad/Six/Eight
Core)
Dual Xeon (Quad, Six,
Eight Core)
Single Xeon, Core i3 &
Pentium
Dual Xeon (Quad/Six/Eight
Core), Dual/Quad/MP
Opteron (Quad Core/ Six/
Eight/Twelve/Sixteen Core)
ECC Registered DDR3
1 to 48 drives
1U, 2U, 4U,
Tower
17 models
ECC Registered DDR3
1 to 12 drives
4U
Unbuffered DDR3, ECC
Registered DDR3
ECC Registered DDR3
1 to 4 drives
1 to 6 drives
3U
7U
27 models
5 models
65 models
SuperStorage Dual Xeon (Quad/Six/Eight
ECC Registered DDR3
Core)
12 to 72
drives
2U, 3U, 4U
16 models
We offer a variety of server storage options depending upon the system, with disk drive alternatives including small
computer system interface, serial advanced technology attachment, or SATA, SATAII, or SAS, SASII and SAS3.0, Intelligent
Drive Electronics, or IDE, and serial attached SCSI.
For our remote system management solutions, we offer server management utilities in addition to the standard features
provided by the baseboard management controller, or BMC, through our Intelligent Platform Management Interface, or IPMI
2.0. BMCs, which are specialized processors that perform monitoring and control functions independently of the CPU, are sold
as part of our server systems and as a standard for almost all our serverboards and server systems. Server management
information from the BMC can be received through the built-in BMC Web User Interface, and standalone IPMI utilities. The
IPMI solutions provide remote access for debugging, monitoring system health and administration functionality for our server
platforms. Our IPMI solutions include key capabilities such as remote hardware status, failure notification, as well as the ability
to power-cycle non-responsive servers and to manage the system through out-of-band network or KVM (keyboard, video and
mouse) functionality over LAN. As a part of the system management solution, our BMC monitors onboard instrumentation
such as temperature 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.
Furthermore, Supermicro Power Management software, or SPM, Supermicro Command Manager, or SCM,
Supermicro Update Manager, or SUM, and SuperDoctor 5, or SD5, have been designed for server farm or datacenters' system
administration and management. These remote management software utilities provide the ability to manage large-scale servers
and storage in an organization’s IT infrastructure. It includes optional modules as well as the capability of incorporating third-
party plug-in software, which is connected within a common framework and enables communication between devices. SUM
remotely updates BIOS, firmware and system settings through an Out-of-Band, or OOB, interface and can perform operations
independent of the operating system environment. SD5 is the latest generation of SuperDoctor products and builds upon over
15 years of in-production service assisting our customers with their server system health monitoring. SPM is designed
specifically for HPC/Data Center cluster deployment and management. The Command Line Interface, or CLI, which utilizes
the Linux operating system, provides a convenient working environment for our system integrator or the cluster administrator
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to deploy, configure, control, and manage the HPC cluster. Our server management utilities mentioned above can leverage the
existing IPMI solutions to integrate management functions.
Server Subsystems and Accessories
We believe we offer the largest array of modular server subsystems and accessories or building blocks in the industry
that are sold off the shelf or built-to-order. 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 subsystems and accessories 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. For our rackmount server systems, 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 some of our most common serverboard configurations purchased by our customers
including X10 Haswell (Intel's 4th generation Core i3 Dual and Quad Core Xeon E3-1200 v3 family), X9 Sandy Bridge (Intel’s
generation of Dual, Quad and Eight Core Xeon E3-1200/E5 2600 family), X8 (Intel’s generation of Six and Eight Core, Dual
and Quad Core Xeon 5600/5500/3600/3500 series) and H8 (AMD's generation of Six, Eight, Twelve, Sixteen, Dual and Quad
Core Opteron 200, 800 and 6000 series). As of June 30, 2013, we offered more than 550 SKUs for serverboards.
Serverboard Model
X10 Series
CPU
UP Xeon (Dual/Quad
Core)
System Bus
1600MHz
Form Factor
Advanced Technology
Extended (ATX),
Micro Advanced
Technology Extended
(uATX), MicroCloud
X9 Series
DP/UP Xeon (Dual/
Quad/Eight Core)
QPI up to 8.0 GT/s
Twin, WIO, ATX,
uATX
QPI up to 6.4 GT/s
Twin, UIO, Extended
ATX (EATX), ATX
1333/1066/800 MHz
ATX, uATX
Hypertransport/HT3
Twin, UIO, ATX,
EATX
X8 Series
C2, C7 Series
H8 Series
Dual Xeon (Dual/
Quad/Six Core),
UP Xeon (Dual/Quad/
Six Core),
MP Xeon (Quad/Six/
Eight Core)
Pentium D (Dual/
Quad/Six Core)
Dual/Quad/MP
Opteron (Dual/Quad/
Six/Eight/
Twelve/Sixteen Core)
Chassis and Power Supplies
SKUs
13 models
138 models
110 models
28 models
80 models
Memory
Unbuffered
DIMM,
DDR3
ECC
Registered
DDR3,
Unbuffered
DIMM
ECC
Registered
DDR3,
Unbuffered
DIMM
Unbuffered
DIMM,
DDR3
ECC
Registered
DDR3,
Unbuffered
DIMM
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 startup 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
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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 up to 95%, 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. We have developed Battery Backup Power, or BBP, modules
which provide the same dimension, output pin assignment and work with some existing AC hot swap redundant module models
seamlessly. BBP can further increase datacenter power efficiency 5% to 15% by replacing existing datacenter UPS systems
with BBP modules.
The table below depicts some of the most common chassis configurations purchased by our customers including 500-
series (front I/O options and space constrained environments), 700-series (Tower, 4U rackmount servers and workstations),
800-series (most widely used for single, dual and quad processor servers and storage systems), 900-series (for high-density
storage applications) and 100/200/400-series (for 2.5” hard disk drives server and ultra high density storage) chassis products.
These chassis solutions offer redundant power, hold swap power supply, redundant cooling fan options and high efficiency AC
and DC power combinations. As of June 30, 2013, we offered more than 700 SKUs for chassis and power supplies.
Chassis Model
CPU Support
SC100 Series Xeon, Pentium,
Opteron, Atom
Expansions
Up to 5 slots
Drive Bays
4 to 10 drives
(2.5” HDD)
Power Supply
330W to 1800W –
single/redundant
Form Factor
1U, Mini-
1U, Box PC
SKUs
40 models
SC200 Series Xeon, Pentium,
Opteron, Atom
Up to 7 slots
8 to 26 drives
(2.5” HDD)
500W to 1800W –
single/redundant
SC400 Series Xeon, Pentium,
Opteron, Atom
Up to 11 slots
24 to 88 drives
(2.5” HDD)
1400W to 1800W –
single/redundant
2U
4U
47 models
6 models
SC500 Series Xeon, Pentium,
Opteron, Atom
SC700 Series Xeon, Pentium,
Opteron, Atom
SC800 Series Xeon, Pentium,
Opteron, Quad
Processer,
Atom
SC900 Series Xeon, Pentium,
Opteron, Atom
Other System Accessories
Up to 7 slots
1 to 4 drives
200W to 600W
Mini-1U, 2U
52 models
Up to 11 slots
4 to 10 drives
300W to 1600W –
single/redundant
4U, Tower,
Mid-tower
102 models
Up to 11 slots
2 to 72 drives
260W to 1800W –
single/redundant
1U, 2U, 3U,
4U
328 models
Up to 8 slots
Up to 16
drives
550W to 1600W –
single/redundant
3U, 4U,
Tower
20 models
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
that generally are third party developed and manufactured products that we resell without modification. As of June 30, 2013,
we offered more than 3,000 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 rackmount and tower server solutions 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 32 DIMM slots to accommodate up to 1TB 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
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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 increased 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 reduce overall power consumption. Our advanced power supply
solutions include volume shipments of the industry’s first 1U chassis and servers with up to 95% power efficiency.
Our 1U Twin, 2U Twin, 2U Twin², 2U Twin3, TwinBlade and FatTwin product lines are optimized for density,
performance and efficiency, and have been rapidly adopted by customers and other manufacturers. Our FatTwin line featuring
superior architecture, high efficiency power supplies and an advanced thermal solution is optimized for customers' storage,
HPC and cloud computing requirements. This line includes power saving system featuring 16% lower power consumption over
the life of the system, HPC GPU/Xeon Phi system accommodating up to 12 GPU or Xeon Phi cards in 4U and Haddop Big/
Data system accommodating up to 12 fixed 3.5" HDDs plus optional 2 fixed 2.5" HDDs in 4U. Our GPU/Xeon Phi optimized
product line in 1U, 2U, 4U and blade platforms provides extreme performance in calculation intensive applications. Our Atom
server line featuring low power, low noise and small form factor is optimized for embedded and server appliance applications.
Our innovative double-sided storage provides high density with the ability of hot-plug from front and back sides. Our Super
Storage Bridge Bay (SBB) is optimized for mission-critical, enterprise-level storage applications which can incorporate or
bridge SATA, SAS, and FC storage solutions and provides hot-swappable canisters for all active components in the server.
We have developed standalone switch products, which include 1G Ethernet and 10G Ethernet for rack-mount servers.
These switch products not only help us to up-sell our server products, but also generate additional revenues.
Our SuperRack product lines offer a wide range of flexible accessory options including front, rear and side expansion
units to provide modular solutions for system configuration. Data center, high-performance Cloud Computing and server farm
customers can use us as a one-stop shop for all of their IT hardware needs. Our SuperRack offers easy installation and rear
access with no obstructions for hot-swap devices, user-friendly cabling and cable identification, and effortless integration of our
high-density server, storage and blade systems.
Our MicroCloud product lines are high-density, multi-node UP servers with up to 12 hot-pluggable nodes and 16 hot-
swappable HDDs in a compact 3U form factor. MicroCloud integrates advanced technologies within a compact functional
design to deliver high performance in environments with space and power limitations. The entire system is designed with
efficiency in mind from its ease of maintenance to is high-efficiency, redundant Platinum Level (94%+) power modules. These
combined features provide a compelling, cost-effective solution for IT professionals implementing new hosting architectures
for SMB and Public/Private Cloud Computing applications.
Research and Development
We have over 20 years of research and development experience in server subsystems and accessories design and in
recent years, have devoted additional resources to the design of server systems. Our engineering staff is responsible for 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, AMD and
Nvidia, 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.
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 2007, we
believe we were the first to introduce the following new technologies to the market:
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•
•
•
•
•
•
•
•
•
•
•
•
•
1U Twin design, including two DP boards configured in a 1U chassis which increases the density and reduces
the power consumption;
The industry’s first 1U multiple-output silver-level certified power supply supporting our 2.5” HDD server /
storage solutions;
2U Twin² design, including four DP boards configured in a 2U chassis with hot-plug servers and redundant
power which increases the density and reduces the power consumption;
The industry’s first optimized GPU 1U server providing extreme performance in graphics and
computationally intensive applications;
TwinBlade design, supporting up to 20 dual-socket server blades in a 7U enclosure with 56Gb/s Infiniband,
or 10Gb Ethernet connectivity as options which provides the maximum density and reduces the power
consumption by doubling the number of dual-processor compute nodes per 7U enclosure from 10 to 20;
The industry’s first line of double-sided storage chassis enabling extra high-density storage with ability of
hot-plug front and back sides;
2U Twin3 design, including eight UP nodes configured in a 2U chassis with hot-plug servers and redundant
power which increases the density and reduces the power consumption particularly for Cloud Computing;
The 8-way server, the first glueless design 5U including 8 CPUs with 80 cores, 2TB of memory and high-
efficiency redundant platform-level power supplies. It’s ideal for enterprise mission critical and virtualization
applications;
MicroCloud design, supporting up to 12 UP nodes in a 3U enclosure with its high density and high efficiency
features make it an optimized solution for hosting and cloud applications in an extremely low power
consumption configuration;
GPU SuperBlade, supporting 20 GPUs in a single 7U blade enclosure which delivers maximum performance
with the design CPU to GPU balance and optimized I/O;
Redundant BBP module design, using less than 1W at 99.9% power efficiency to maintain a full charge
which provides maximum system protection against power disruption. It's ideal for environments with AC
reliability issues or in need of backup power solutions;
The 4-way MP server design, supporting up to 4 CPUs with 8 or 6 cores, 1TB of memory, up to 8 PCI-E 3.0
and dual 1Gbe or 10GBase-T interconnectivity which makes it ideal for mission critical and data-intensive
applications; and
FatTwin design, offering versatile configurations for HPC with multi-node models that support up to 135W
processors, up to 8 hot-swap 3.5"HDDs in 1U and up to 8 dual-processor nodes in a standard 4U rackmount
server while eliminating costly air-conditioning and cooling methods. With free-air cooling designs and an
extreme operational temperature up to 47 degrees Celsius ambient, it helps Data Centers achieve the best
power usage effectiveness.
As of June 30, 2013, we had 660 employees and 4 engineering consultants dedicated to research and development.
Our total research and development expenses were $75.2 million, $64.2 million, and $48.1 million for fiscal years 2013, 2012
and 2011, respectively. The increase in our research and development expenses in fiscal year 2013 and 2012 was primarily due
to our growth in research and development personnel related to expanded product development initiatives in the United States
and in Taiwan and an increase in development costs incurred for new products associated with the Intel's Sandy Bridge,
Haswell, Ivy Bridge processors and our FatTwin products.
Sales, Marketing and Customer Service
Our sales and marketing program is primarily focused on indirect sales channels. As of June 30, 2013, our sales and
marketing organization consisted of 191 employees and 27 independent sales representatives in 18 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, Taiwan and China as well as
by our U.S. sales organization. Sales to customers located outside of the U.S. represented 45.8%, 41.8% and 41.7% of net sales
in fiscal years 2013, 2012 and 2011, 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 includes 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 blade and rackmount 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 2013, our products were purchased by over 800 customers, most of which are distributors, in 84
countries. None of our customers accounted for 10% or more of our net sales in fiscal years 2013, 2012 and 2011. End users of
our products span a broad range of industries.
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.
Despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our products
or obtain and use information that we regard as proprietary. We cannot assure you that the steps taken by us will prevent
misappropriation of our technology. We cannot assure you that patents will issue from our pending or future applications or
that, with respect to our issued or any future patents, they will not be challenged, invalidated or circumvented, or that the rights
granted under the patents will provide us with meaningful protection or any commercial advantage. In addition, the laws of
some foreign countries do not protect our proprietary rights to as great an extent as the laws of the United States, and many
foreign countries do not enforce these laws as diligently as government agencies and private parties in the United States.
Our industry is characterized by the existence of a large number of patents and frequent claims and related litigation
regarding patent and other intellectual property rights. From time-to-time, third parties, including competitors, may assert
patent, copyright, trademark or other intellectual property rights against us, our channel partners or our end-customers.
Successful claims of infringement by a third party could prevent us from performing certain services or require us to pay
substantial damages, royalties or other fees. Even if third parties may offer a license to their technology, the terms of any
offered license may not be acceptable and the failure to obtain a license or the costs associated with any license could cause our
business, operating results or financial condition to be materially and adversely affected. We typically indemnify our end-
customers and distributors against claims that our products infringe the intellectual property of third parties.
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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. In addition to providing a larger volume of
contract manufacturing services for us, Ablecom continues to warehouse for us a number of components and subassemblies
manufactured by multiple suppliers prior to shipment to our facilities in the U.S., Europe and Asia.
Assembly, test and quality control of our servers are performed at our wholly-owned manufacturing facility in San
Jose, California which Quality / Environmental Management System or, Q/EMS, has been certified according to ISO 9001 and
ISO 14001 standards since 2001 and 2010, respectively. In fiscal year 2010, we began server integration operations in our
Netherlands and Taiwan facilities to be closer to our key international customers and to reduce costs of shipping our products to
our customers. The Q/EMS of these facilities have also been certified according to ISO 9001:2008 and ISO 14001:2004
standards. Consequently, our suppliers and contract manufacturers are required to comply with the same standards in order to
maintain consistent product and service quality and continuous improvement of quality and environmental performances.
We seek to 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, Cisco and Intel;
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, 2013, we employed 1,564 full time employees and 31 consultants, consisting of 660 employees in
research and development, 191 employees in sales and marketing, 134 employees in general and administrative and 579
employees in manufacturing. Of these employees, 1,084 employees 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
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collective bargaining organization and we have never experienced a work stoppage. We believe that our relations with our
employees are good.
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 are available free of charge, on
or through our website at www.supermicro.com, as soon as reasonably practicable after we electronically file such reports with,
or furnish 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 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:
•
•
•
•
•
•
unpredictability of the timing and size of customer orders, since most of our customers purchase our
products on a purchase order basis rather than pursuant to a long term contract;
fluctuations in availability and costs associated with key components and other materials needed to satisfy
customer requirements;
variability of our margins based on the mix of server systems, subsystems and accessories we sell;
the timing of the introduction of new products by leading microprocessor vendors and other suppliers;
our ability to address technology issues as they arise, improve our products’ functionality and expand our
product offerings;
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 subsystems and accessories and whether made
directly or through indirect sales channels;
•
•
•
•
fluctuations based upon seasonality, with the quarters ending March 31 and September 30 typically being
weaker;
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 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.
We may fail to meet publicly announced financial guidance or other expectations about our business, which would cause
our stock to decline in value.
We typically provide forward looking financial guidance when we announce our financial results from the prior quarter.
We undertake no obligation to update such guidance at any time. Frequently in the past, and in particularly during the last two
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fiscal years, our financial results have failed to meet the guidance we provided. There are a number of reasons why we might
fail, including, but not limited to, the factors described in the preceding Risk Factor.
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. For example, we were unable to fulfill certain orders at the end of the quarter ended June 30, 2010 due to
component shortages and our net sales were adversely impacted in fiscal year 2012 and 2013 by disk drive shortages resulting
from the flooding in Thailand. 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 incur additional expenses and suffer lower margins if our expectations regarding long term hard disk drive
commitments prove incorrect.
Notwithstanding our general practice of not entering into long term supply contracts, as a result of severe flooding in
Thailand during the first quarter of fiscal year 2012, we have entered into purchase agreements with selected suppliers of hard
disk drives in order to ensure continuity of supply for these components. The hard disk drive purchase commitments totaled
approximately $132.1 million as of June 30, 2013 and will be paid through December 2014. Higher costs compared to the
lower selling prices for these components incurred under these agreements contributed to our lower gross profit in fiscal year
2013 and will likely impact our gross profit in the future. This and any other similar future supply commitments that we may
enter into expose us to risk for lower margins or loss on disposal of such inventory if our expectations of customer demand are
incorrect and the market price of the material or component inventory decline.
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. As a result, we
may need to record higher inventory reserves. In addition, from time to time we assume greater inventory risk in connection
with the purchase or manufacture of more specialized components in connection with higher volume sales opportunities. We
have from time to time experienced inventory write downs associated with higher volume sales that were not completed as
anticipated. For example, we recorded a reserve in the quarter ended March 31, 2013 and the quarter ended June 30, 2013
relating to specialized inventory purchased for one customer. We expect that we will experience such write downs from time to
time in the future related to existing and future commitments. If we are later able to sell inventory with respect to which we
have taken a reserve at a profit, it may increase the quarterly variances in our operating results. 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 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, subsystems and accessories 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
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unexpected expenses or increases in our reserves against potential future charges which would adversely affect our business
and financial results. For example, during fiscal years 2013, 2012 and 2011, we recorded inventory write-downs charged to cost
of sales of $9.7 million, $8.6 million and $3.4 million, for lower of cost or market and 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.”
If we do not successfully manage the expansion of our international manufacturing operations, our business could be
harmed.
Since inception we have conducted substantially all of our manufacturing operations near our corporate headquarters
in California. We have recently begun significant manufacturing operations in Taiwan and more limited manufacturing
operations in the Netherlands. The commencement of new manufacturing operations in new locations, particularly in other
jurisdictions, entails additional risks and challenges. If we are unable to successfully ramp up these operations we may incur
unanticipated costs, difficulties in making timely delivery of products or suffer other business disruptions which could
adversely impact our results of operations.
We may not be able to successfully manage our planned growth and expansion.
Over time we expect to continue to make investments to pursue new customers and expand our product offerings to
grow our business rapidly. We expect that our annual operating expenses will continue to increase 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 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.
We may encounter difficulties with our ERP Systems.
We have been in the process of planning for the implementation of a new enterprise resource planning, or ERP,
System. We have incurred and expect to continue to incur additional expenses to prepare for the implementation and when we
commence the implementation. Many companies have experienced delays and difficulties with the implementation of new or
changed ERP systems that have had a negative effect on their business. Any disruptions, delays or deficiencies in the design
and implementation of a revised or new ERP system could result in potentially much higher costs than we had anticipated and
could adversely affect our ability to develop new products, provide services, fulfill contractual obligations, file reports with the
SEC in a timely manner and/or otherwise operate our business, or otherwise impact our controls environment. Any of these
consequences could have an adverse effect on our results of operations and financial condition.
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, particularly for datacenter customers. 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
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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, IBM,
Cisco and Intel. In addition, we also compete with a number of other vendors who also sell application optimized servers,
contract manufacturers 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 and larger sales volume allowing for better costs;
larger customer service and support organizations with greater geographic scope;
a broader and more diversified array of products and services; and
substantially greater financial, technical and other resources.
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. Competitors may seek to copy our innovations and use cost
advantages from greater size to compete aggressively with us on price. Certain customers are also current or prospective
competitors and as a result, assistance that we provide to them as customers may ultimately result in increased competitive
pressure against us. 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. In addition, in recent periods there has been substantial
speculation regarding the future plans of Hewlett-Packard and Dell. A substantial change by either with respect to their strategy
in the server market could have a significant impact on the market and impact our results of operations. 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.
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 as our business continues to grow, we will be increasingly dependent upon larger sales to maintain our
rate of growth and that selling our server solutions to larger customers will create new challenges. 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. 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, AMD and Nvidia, to anticipate and
deliver new products on a timely basis when new generation materials and core components are made available. Intel, AMD
and Nvidia are the only suppliers of the microprocessors we use in our server systems. If we are not able to maintain our
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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, AMD and Nvidia, 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.
As our business grows and if the economy does not improve, 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. Likewise, if there is no sustained economic recovery, we could be exposed to greater credit
risk.
Economic conditions could materially adversely affect us.
Our operations and performance depend significantly on worldwide economic conditions. Uncertainty about current
global economic conditions poses a risk as consumers and businesses may continue to postpone spending in response to tighter
credit, unemployment, negative financial news and/or declines in income or asset values, which could have a material negative
effect on demand for our products and services.
In addition, economic uncertainty concerns over the sovereign debt situation in certain countries in the European
Union, as well as continued turmoil in the geopolitical environment in many parts of the world, have, and may continue to, put
pressure on global economic conditions, which has led, and could continue to lead, to reduced demand for our products, to
delays or reductions in IT expansions or infrastructure projects, and/or higher costs of production. Economic weakness may
also lead to longer collection cycles for payments due from our customers, an increase in customer bad debt, restructuring
initiatives and associated expenses, and impairment of investments. Furthermore, continued weakness and the sovereign debt
situation in certain countries in the European Union, may adversely impact the ability of our customers to adequately fund their
expected capital expenditures, which could lead to delays or cancellations of planned purchases of our products or services. In
addition, our operating expenses are largely based on anticipated revenue trends and a high percentage of our expenses is, and
will continue to be, fixed in the short and medium term.
Uncertainty about future economic conditions also makes it difficult to forecast operating results and to make
decisions about future investments. Future or continued economic weakness, failure of our customers and markets to recover
from such weakness, customer financial difficulties, increases in costs of production, and reductions in spending on IT
maintenance and expansion could have a material adverse effect on demand for our products and consequently on our business,
financial condition, and results of operations. Uncertainty about current global economic conditions could also continue to
increase the volatility of our stock price.
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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.
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 majority of our revenues have resulted from sales of our products through third party distributors and
resellers, which sales accounted for 56.3%, 54.4% and 56.1% of our net sales in fiscal years 2013, 2012 and 2011, respectively.
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 cooperative marketing arrangements or made short-term pricing concessions.
The discontinuation of cooperative marketing arrangements 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.
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Any failure to adequately expand or retain our sales force will impede our growth.
We expect that our direct sales force will grow as larger customers increasingly require a direct sales approach.
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. We have traditionally experienced greater turnover in our sales and
marketing personnel as compared to other departments and other companies. 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, develop and retain sufficient numbers of productive sales personnel, sales of our server
solutions will suffer.
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.
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 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. 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.
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.
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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 past we experienced delays in the delivery of printed circuit board material as a result of the
loss of two of our five printed circuit board vendors which resulted in a reduction of net sales for the quarter in which it
occurred. More recently, the 2011 floods in Thailand disrupted the global supply chain for hard disk drives manufactured in
Thailand. In addition, 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, materially change contracts or commitments to us or fail to meet the quality or
delivery requirements needed to satisfy customer demand for our products, whether due to shortages or other reasons, 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 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.
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 the
past 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, 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
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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., one of our major contract manufacturers, and
those conflicts may adversely affect our operations.
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 other components. Our purchases from Ablecom represented 17.9%,
19.9% and 19.6% of our cost of sales for fiscal years 2013, 2012 and 2011, 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 10.5% of Ablecom’s outstanding common stock, while
Mr. Steve Liang and other family members own 35.9% of Ablecom’s outstanding common stock. Mr. and Mrs. Charles Liang,
as directors, officers and significant stockholders 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.
If Steve Liang ceases to have significant influence over Ablecom, or if those of our stockholders who hold shares of
Ablecom cease to have a significant amount 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 future reporting of gross profit as a percentage of net sales that
is in excess of what we might have obtained absent our relationship with Ablecom.
Our reliance on Ablecom could be subject to risks associated with our reliance on a limited source of contract
manufacturing services and inventory warehousing.
We continue to maintain our manufacturing relationship with Ablecom in Asia. In order to provide a larger volume of
contract manufacturing services for us, Ablecom will continue to 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 and continue to operate a joint management company with Ablecom to manage the common areas shared by us and
Ablecom for our separately constructed manufacturing facilities in Taiwan.
If we or Ablecom fail to manage the contract manufacturing services and warehouse operations in Asia, we may
experience delays in our ability to fulfill customer orders. Similarly, if Ablecom’s facility in Asia 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
20
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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.
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 and are expanding our business operations in Europe and Asia, particularly
in Taiwan, the Netherlands and China. In particular, we have and continue to make substantial investments for the purchase of
land and the development of new facilities in Taiwan to accommodate our expected growth. 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:
•
•
•
•
•
•
•
•
•
•
•
heightened price sensitivity from customers in emerging markets;
our ability to establish local manufacturing, support and service functions, and to form channel relationships
with resellers in non-U.S. markets;
localization of our systems and components, including translation into foreign languages and the associated
expenses;
compliance with multiple, conflicting and changing governmental laws and regulations;
foreign currency fluctuations;
limited visibility into sales of our products by our distributors;
laws favoring local competitors;
weaker legal protections of intellectual property rights and mechanisms for enforcing those rights;
market disruptions created by public health crises in regions outside the U.S., such as Avian flu, SARS and
other diseases;
difficulties in staffing and managing foreign operations, including challenges presented by relationships with
workers’ councils and labor unions; and
changing regional economic and political conditions.
These factors could limit our future international sales or otherwise adversely impact our operations or our results of
operations.
We have in the past entered into plea and settlement agreements with the government relating to violations of export
control and related laws; 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 United States.
In 2006, we entered into certain plea and settlement agreement with government agencies relating to export control
and related law violations for activities that occurred in the 2001 to 2003 time frame. 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 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 United States 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.
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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 or filed claims that our products infringe or violate third parties’
intellectual property rights. In addition, increasingly non-operating companies are purchasing patents and bringing claims
against technology companies. We have been subject to several such claims and may be subject to such claims in the future.
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.
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. We currently do not have a succession plan for the replacement of Mr. Liang if it were to become necessary.
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.
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.
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Our business and operations are especially subject to the risks of earthquakes and other natural catastrophic events.
Our corporate headquarters, including our most significant research and development and manufacturing operations,
are located in the Silicon Valley area of Northern California, a region known for seismic activity. We have also established
significant manufacturing and research and development operations in Taiwan which is also subject to seismic activity risks.
We do not currently have a comprehensive disaster recovery program and as a result, a significant natural disaster, such as an
earthquake, could have a material adverse impact on our business, operating results, and financial condition. Although we are
in the process of preparing such a program, there is no assurance that it will be effective in the event of such a disaster.
If we are unable to favorably assess the effectiveness of our internal control over financial reporting, or if our
independent auditors are unable to provide an unqualified attestation report on our internal control over financial
reporting, our stock price could be adversely affected.
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, our management is required to report on
the effectiveness of our internal control over financial reporting in our annual reports. In addition, our independent auditors
must attest to and report on the effectiveness of our internal control over financial reporting. The rules governing the standards
that must be met for management to assess our internal control over financial reporting are complex, and require significant
documentation, testing and possible remediation. As a result, our efforts to comply with Section 404 have required the
commitment of significant managerial and financial resources. As we are committed to maintaining high standards of public
disclosure, our efforts to comply with Section 404 are ongoing, and we are continuously in the process of reviewing,
documenting and testing our internal control over financial reporting, which will result in continued commitment of significant
financial and managerial resources. Although we strive to maintain effective internal controls over financial reporting in order
to prevent and detect material misstatements in our annual and quarterly financial statements and prevent fraud, we cannot
assure that such efforts will be effective. If we fail to maintain effective internal controls in future periods, our operating results,
financial position and stock price could be adversely affected.
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. 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.
The trading prices of technology company securities historically have been highly volatile and the trading price of our
common stock has been and is likely to continue to be subject to wide fluctuations. Factors, in addition to those outlined
elsewhere in this filing, that may affect the trading price of our common stock include:
•
actual or anticipated variations in our operating results;
23
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•
•
•
•
•
•
•
•
•
•
•
announcements of technological innovations, new products or product enhancements, strategic alliances or
significant agreements by us or by our competitors;
changes in recommendations by any securities analysts that elect to follow our common stock;
the financial projections we may provide to the public, any changes in these projections or our failure to meet
these projections;
the loss of a key customer;
the loss of key personnel;
technological advancements rendering our products less valuable;
lawsuits filed against us;
changes in operating performance and stock market valuations of other companies that sell similar products;
price and volume fluctuations in the overall stock market;
market conditions in our industry, the industries of our customers and the economy as a whole; and
other events or factors, including those resulting from war, incidents of terrorism or responses to these events.
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 could cause
the trading price of our common stock to decline significantly. All of our shares are eligible for sale in the public market,
including shares held by directors, executive officers and other affiliates, sales of which are subject to volume limitations under
Rule 144 under the Securities Act. In addition, shares subject to outstanding options and reserved for future issuance under our
stock option plans are eligible for sale in the public market to the extent permitted by the provisions of various vesting
agreements. 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 September 6, 2013, our executive officers, directors, current five percent or greater stockholders and affiliated
entities together beneficially owned 41.1% of our common stock, net of treasury stock. 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 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;
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
24
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•
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.
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 stockholders to elect directors
of their choosing and cause us to take corporate actions other than those stockholders 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 552,000 square feet of office and manufacturing space subject to existing mortgage
loan and line of credit with $20.2 million remaining outstanding as of June 30, 2013. We lease approximately 247,000 square
feet of warehouse in Fremont, California under a lease that expires in 2015 and lease approximately 25,000 square feet of office
space in San Jose, California under a lease that expires in 2016. Our European headquarters for manufacturing and service
operations is located in Denbosch, the Netherlands where we lease approximately 58,000 square feet of office space under four
leases, which expire in 2016. In Asia, our manufacturing facilities are located in Taoyuan County, Taiwan where we own
approximately 211,000 square feet of office and manufacturing space on 7.0 acres of land. These manufacturing facilities are
subject to existing term loan with $14.9 million remaining outstanding as of June 30, 2013. Our research and development
center and service operations in Asia are located in an approximately 52,000 square feet facility in Taipei, Taiwan under four
leases that expire at various dates through 2016. In addition, we lease approximately 3,000 square feet of office space in
Shanghai and Beijing, China under two leases that expire at various dates through 2014 for sales and service operations. We
believe that our existing properties, including both owned and leased, are in good condition and are suitable for the conduct of
our business.
Item 3.
Legal Proceedings
From time to time, we have been involved in various legal proceedings arising from the normal course of business
activities. We defend ourselves vigorously against any such claims. In management's opinion, the resolution of any pending
matters will not have a material adverse effect on our consolidated financial condition, results of operations, or liquidity.
Item 4.
Mine Safety Disclosures
Not applicable.
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Item 5.
Securities
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
PART II
Market Information
Our common stock has been traded on The Nasdaq Global Select Market under the symbol “SMCI” since our initial
public offering on March 28, 2007. The following table sets forth for the periods indicated the high and low sale prices of our
common stock as reported by The Nasdaq Global Select Market.
Fiscal Year 2012:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Fiscal Year 2013:
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
Holders
High
Low
$
$
$
$
$
$
$
$
16.35
16.52
17.71
18.31
High
16.36
12.12
12.72
11.29
$
$
$
$
$
$
$
$
12.36
11.59
15.73
14.67
Low
11.73
7.90
9.98
9.41
As of September 6, 2013, there were 35 registered stockholders of record of our common stock. Because most of our
shares are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of
beneficial stockholders represented by these record holders.
Dividend Policy
We have never declared or paid cash dividends on our capital stock and do not expect to pay any dividends in the
foreseeable future.
Equity Compensation Plan
Please see Part III, Item 12 of this report for disclosure relating to our equity compensation plans.
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Stock Performance Graph
This performance graph shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the Exchange Act), or incorporated by reference into any filing of Super Micro Computer, Inc. under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filings.
The following graph compares our cumulative five-year total stockholder return on our common stock 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 (with reinvestment of all dividends, if any) in our common stock, the Nasdaq
Computer Index and the Nasdaq Composite Index, on June 30, 2008 and its relative performance tracked through June 30,
2013. 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.
Super Micro Computer, Inc.
Nasdaq Composite Index
Nasdaq Computer Index
6/30/2008
100.00
100.00
100.00
6/30/2009
103.79
80.03
82.78
6/30/2010
182.93
91.99
99.01
6/30/2011
218.02
120.96
129.84
6/30/2012
214.91
128.00
147.07
6/30/2013
144.17
148.42
150.36
Recent Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
None.
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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 Annual 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:
Net sales
Cost of sales
Gross profit
Operating expenses:
Research and development
Sales and marketing
General and administrative
Provision for litigation loss
Total operating expenses
Income from operations
Interest and other income, net
Interest expense
Income before income tax provision
Income tax provision
Net income
Net income per share
Basic
Diluted
Shares used in per share calculation
Basic
Diluted
Stock-based compensation:
Cost of sales
Research and development
Sales and marketing
General and administrative
Total stock-based compensation
__________________________
Consolidated Balance Sheet Data:
Cash and cash equivalents
Working capital
Total assets
Long-term obligations, net of current portion(1)
Total stockholders’ equity
Fiscal Years Ended June 30,
2013
2012
2011
2010
2009
(in thousands, except per share data)
$ 1,162,561
1,002,508
160,053
$ 1,013,874
848,457
165,417
$
$
942,582
791,478
151,104
721,438
606,446
114,992
$
505,609
416,899
88,710
75,208
33,785
23,902
—
132,895
27,158
48
(610)
26,596
5,317
21,279
0.50
0.48
41,992
43,907
953
6,527
1,541
2,340
11,361
$
$
$
$
$
64,223
33,308
21,872
—
119,403
46,014
54
(717)
45,351
15,498
29,853
0.72
0.67
40,890
44,152
783
5,542
1,469
2,458
10,252
$
$
$
$
$
48,108
26,859
17,444
—
92,411
58,693
66
(686)
58,073
17,860
40,213
1.04
0.93
38,132
42,396
812
4,077
1,077
2,090
8,056
$
$
$
$
$
37,382
20,458
15,318
1,089
74,247
40,745
103
(383)
40,465
13,550
26,915
0.73
0.65
35,883
40,735
573
3,106
880
1,898
6,457
$
$
$
$
$
34,514
17,119
13,824
—
65,457
23,253
476
(930)
22,799
6,692
16,107
0.46
0.41
34,218
38,596
578
2,608
826
1,649
5,661
As of June 30,
2013
2012
2011
2010
2009
(in thousands)
$
$
$
$
80,826
261,404
589,103
30,244
338,351
69,943
228,975
464,620
36,716
287,257
72,644
158,982
370,762
8,186
224,701
70,295
130,987
283,135
15,482
178,622
93,038
281,528
632,257
16,869
373,724
28
$
$
$
$
$
$
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__________________________
(1)
$6.5 million, $9.3 million, $27.6 million and $9.7 million of our long-term obligations, net of current portion consisted
of building loans at June 30, 2013, 2012, 2011 and 2009, respectively. $18.6 million of our short-term debt related to
building loans at June 30, 2010 was refinanced to long-term debt at June 30, 2011.
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 are a global leader in high-performance, high-efficiency server technology and green computing innovation. We
develop and provide advanced server Building Block Solutions to Data Center, Cloud Computing, Enterprise, Hadoop/Big
Data, HPC and Embedded markets. Our solutions range from complete server, storage, blade, workstation, and full rack
solutions to networking devices and server management software, which can be used by distributors, OEMs and end customers.
For fiscal years 2013, 2012 and 2011, net sales of optimized servers were $501.9 million, $447.0 million and $351.3 million,
respectively, and net sales of subsystems and accessories were $660.7 million, $566.9 million and $591.3 million, respectively.
The increase in our net sales in fiscal year 2013 compared with fiscal year 2012 was primarily due to increased sales in
subsystems and accessories and server systems with Intel's Sandy Bridge processors including Twin, storage, MicroCloud,
GPU and Blade server solutions. Fiscal year 2013 was a challenging year in terms of soft IT spending: challenging component
pricing for hard disk drive and memory and continued economic weakness in Europe. However, we performed strongly and
outperformed the industry and our competition. In addition, our Taiwan facility during its first full year of operation helped our
Asia region revenue grow 35.1%.
We commenced operations in 1993 and have been profitable every year since inception. For fiscal years 2013, 2012
and 2011, our net sales were $1,162.6 million, $1,013.9 million and $942.6 million, respectively, and our net income was $21.3
million, $29.9 million and $40.2 million, respectively. Our decrease in net income in fiscal year 2013 was primarily attributable
to a decrease in our gross profit resulting primarily from higher sales of subsystems and accessories which contain higher
content of lower margin hard disk drives and memory and higher research and development expenses partially offset by a tax
benefit of $3.7 million related to the U.S. federal R&D tax credit, of which $1.5 million related to fiscal year 2012 and the
recognition of $2.0 million benefit related to our resolution during the three months ended March 31, 2013 of IRS audits for all
outstanding items covering fiscal year 2008 through 2010.
We sell our server systems and subsystems and accessories primarily through distributors and to a lesser extent to
OEMs as well as through our direct sales force. For fiscal years 2013, 2012 and 2011, we derived 56.3%, 54.4% and 56.1%,
respectively, of our net sales from products sold to distributors, and sold the remaining net sales to OEMs and end
customers. None of our customers accounted for 10% or more of our net sales in fiscal years 2013, 2012 and 2011. For fiscal
years 2013, 2012 and 2011, we derived 54.2%, 58.2% and 58.3%, respectively, of our net sales from customers in the United
States.
We perform the majority of our research and development efforts in-house. For fiscal years 2013, 2012 and 2011,
research and development expenses represented 6.5%, 6.3% and 5.1% of our net sales, respectively. Our increase as a
percentage of sales in fiscal year 2013 was primarily attributable to our increase in headcount and prototype material expenses
relating to new product introductions, particularly related to the introduction of new products for technology launches such as
Intel's Sandy Bridge and Haswell processor as well as our FatTwin solutions and product development expenses for Ivy Bridge
processor as we drove innovation in our product portfolio to increase performance in density and power. Our increase as a
percentage of sales in fiscal year 2012 was primarily attributable to our increased expenses relating to new product
introductions, particularly related to the introduction of Intel's Sandy Bridge processor as well as net sales which were lower
than we had anticipated in fiscal year 2012.
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. During
fiscal year 2013, we continued to invest in expanding our operations both in San Jose, California and our subsidiaries in Taiwan
and the Netherlands in order to support our growth. We have increased manufacturing and service operations in Taiwan and the
Netherlands to support our Asia and European customers and we have increased our utilization of our overseas manufacturing
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capacity in fiscal year 2013. One of our key suppliers is Ablecom, a related party, which supplies us with contract design and
manufacturing support. For fiscal years 2013, 2012 and 2011, our purchases from Ablecom represented 17.9%, 19.9% and
19.6% of our cost of sales, respectively. The decrease as a percentage of cost of sales in fiscal year 2013 was attributable to our
increased purchases from other suppliers. Ablecom’s sales to us constitute a substantial majority of Ablecom’s net sales. We
continue to maintain our manufacturing relationship with Ablecom in Asia in an effort to reduce our product costs. In addition
to providing a larger volume of contract manufacturing services for us, Ablecom continues to warehouse for us a number of
components and subassemblies manufactured by multiple suppliers prior to shipment to our facilities in the United States 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 higher or lower than we could obtain from an unrelated third party supplier. This
may result in our future reporting of gross profit as a percentage of net sales that is less than or 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 net sales, 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. Historically, our
ability to introduce new products rapidly has allowed us to benefit from the introduction of new microprocessors and as a result
we monitor the introduction cycles of Intel, AMD and Nvidia carefully. This also impacts our research and development
expenditures. For example, in fiscal year 2012 and in prior years, our results have been adversely impacted by customer order
delays in anticipation of the introduction of the new lines of microprocessors and research and development expenditures
necessary for us to prepare for the introduction.
Other Financial Highlights
The following is a summary of other financial highlights of fiscal year 2013:
•
•
•
•
Net cash provided by operating activities was $13.6 million, $16.5 million and $8.5 million in fiscal year
2013, 2012 and 2011, respectively. Our cash and cash equivalents, together with our investments, were $95.7
million at the end of fiscal year 2013, compared with $83.8 million at the end of fiscal year 2012. The
increase in our cash and cash equivalents, together with our investments at the end of fiscal year 2013 was
primarily due to $13.6 million of cash generated from our operating activities and $2.6 million of borrowings,
net of repayments, offset in part by $5.0 million of purchases of property and equipments.
Days sales outstanding in accounts receivable (“DSO”) at the end of fiscal year 2013 was 39 days, compared
with 33 days at the end of fiscal year 2012. The increase in our DSO was primarily due to an increase in sales
to customers with net payment terms and a decrease in sales to customers with telegraphic transfer ("TT")
payment terms.
Our inventory balance was $254.2 million at the end of fiscal year 2013, compared with $276.6 million at the
end of fiscal year 2012. Days sales of inventory (“DSI”) at the end of fiscal year 2013 was 95 days, compared
with 100 days at the end of fiscal year 2012. The decrease in our inventory balance at the end of fiscal year
2013 was in part due to a decrease in hard disk drives and memory as supply for hard disk drives have
become more stable since the end of fiscal year 2012.
Our purchase commitments with contract manufacturers and suppliers were $249.0 million at the end of
fiscal year 2013 and $355.6 million at the end of fiscal year 2012. Included in the above non-cancellable
commitments are hard disk drive purchase commitments totaling approximately $132.1 million, which have
terms expiring through December 2014. See Note 12 of Notes to our Consolidated Financial Statements in
Item 8 of this Form 10-K for a discussion of purchase commitments.
Fiscal Year
Our fiscal year ends on June 30. References to fiscal year 2013, for example, refer to the fiscal year ended June 30,
2013.
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Revenues and Expenses
Net sales. Net sales consist of sales of our server solutions, including server systems, subsystems and accessories. 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 subsystems and accessories vary based on the type. 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 excess and obsolete provisions. 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. Cost 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 subsystems and
accessories. 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, or NRE funding from certain suppliers and
customers. 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.
Sales and marketing expenses. Sales and marketing expenses consist primarily of salaries and incentive bonuses 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 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.
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.
Interest and other income, net. Interest and other income, net represents the net of our interest income on investments
or interest expense on the building loans or line of credit for our owned facilities offset by interest earned on our cash balances.
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, the Netherlands and Taiwan and to a lesser extent, China. Our effective tax
rate differs from the statutory rate primarily due to research and development tax credits and the domestic production activities
deduction and lower taxes in foreign jurisdictions which were partially offset by the impact of state taxes and stock option
expenses. A reconciliation of the federal statutory income tax rate to our effective tax rate is set forth in Note 11 of Notes to
Consolidated Financial Statements.
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 allowances for
doubtful accounts and sales returns, cooperative marketing accruals, investment valuations, 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
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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 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, 30 to 60 days payment terms, Ex-works terms, except for a few customers who have free-on-board
destination terms or customer acceptance provisions, for which revenue is recognized when the products arrive or are accepted
at the destination. 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). 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.
In addition, certain customers have acceptance provisions and revenue is deferred until the customers provide the
necessary acceptance. At June 30, 2013 and 2012, we had deferred revenue of $1.0 million and $0.9 million and related
deferred product costs of $0.7 million and $0.8 million, respectively, related to shipments to customers pending acceptances.
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 also make estimates of the uncollectibility of accounts receivables, analyzing accounts receivable and historical bad debts,
customer concentrations, customer-credit-worthiness, current economic trends and changes in customer payment terms to
evaluate the adequacy of the allowance for doubtful accounts. On a quarterly basis, we evaluate aged items in the accounts
receivable aging report and provide an allowance in an amount we deem adequate for doubtful accounts. If management were
to make different judgments or utilize different estimates, material differences in the amount of our reported operating expenses
could result. 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.
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.
Product warranties. We offer product warranties ranging from 15 to 39 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. The liability for product warranties was $6.5 million as of June 30,
2013, compared with $5.5 million as of June 30, 2012. The provision for warranty reserve was $13.4 million, $12.2 million and
$9.6 million in fiscal years 2013, 2012 and 2011, respectively. Our estimates and assumptions used have been historically close
to actual. The change in estimated liability for pre-existing warranties was ($1,000), $0.7 million and ($0.9) million in fiscal
years 2013, 2012 and 2011, respectively. As a result of our increase in cost of servicing warranty claims from our increase in
net sales in fiscal year 2013, the provision for warranty reserve increased $1.2 million compared to fiscal year 2012. As we
experienced an increase in warranty claims and cost of servicing warranty claims from our increase in net sales in fiscal year
2012, the provision for warranty reserve increased $2.6 million compared to fiscal year 2011. If in future periods, we
experience or anticipate an increase or decrease in warranty claims as a result of new product introductions or change in unit
volumes compared with our historical experience, or if the cost of servicing warranty claims is greater or lesser than expected,
we intend to adjust our estimates appropriately.
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Inventory valuation. Inventory is valued at the lower of cost or market. We evaluate inventory on a quarterly basis for
lower of cost or market and excess and obsolescence and, as necessary, write down the valuation of units to lower of cost or
market or for excess and obsolescence based upon the number of units that are unlikely to be sold based upon estimated
demand for the following twelve months. This evaluation takes 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. We monitor the extent to which
previously written down inventory is sold at amounts greater or less than carrying value, and based on this analysis, adjust our
estimate for determining future write downs. If in future periods, we experience or anticipate a change in recovery rate
compared with our historical experience, our gross margin would be affected. Our provision for inventory was $9.7 million,
$8.6 million and $3.4 million in fiscal years 2013, 2012 and 2011, respectively.
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.
We recognize the tax liability for uncertain income tax positions on the income tax return based on the two-step
process. The first step is to determine whether it is more likely than not that each income tax position would be sustained upon
audit. The second step is to estimate and measure the tax benefit as the amount that has a greater than 50% likelihood of being
realized upon ultimate settlement with the tax authority. Estimating these amounts requires us to determine the probability of
various possible outcomes. We evaluate these uncertain tax positions on a quarterly basis. This evaluation is based on the
consideration of several factors, including changes in facts or circumstances, changes in applicable tax law, settlement of issues
under audit and new exposures. If we later determine that our exposure is lower or that the liability is not sufficient to cover our
revised expectations, we adjust the liability and effect a related change in our tax provision during the period in which we make
such determination. See Note 11 of Notes to Consolidated Financial Statements for the impact on our consolidated financial
statements.
Stock-based compensation. We measure and recognize the compensation expense for all share-based awards made to
employees and non-employee members of the Board of Directors including employee stock options and restricted stock awards
based on estimated fair values. We are required to estimate the fair value of share-based awards on the date of grant. The value
of awards that are ultimately expected to vest is recognized as an expense over the requisite service periods. Compensation
expense for options and restricted stock awards granted to employees was $11.4 million, $10.3 million and $8.1 million for the
years ended June 30, 2013, 2012 and 2011, respectively.
As of June 30, 2013, the total unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested
stock options granted since July 1, 2006 to employees and non-employee members of the Board of Directors, was $19.2
million, which is expected to be recognized as an expense over a weighted-average period of approximately 2.41 years. See
Note 10 of Notes to our Consolidated Financial Statements for additional information.
We estimated the fair value of stock options granted using a Black-Scholes option-pricing model 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 exercise behavior for the stock
options granted prior to June 30, 2011. For stock options and restricted stock awards granted after June 30, 2011, expected term
is based on a combination of our peer group and our historical experience. The expected volatility is based on a combination of
the implied and historical volatility of our relevant peer group for the stock options granted prior to September 30, 2009. For
stock options and restricted stock awards granted after September 30, 2009, expected volatility is based solely on our historical
volatility. In addition, forfeitures of share-based awards are estimated at the time of grant and revised, if necessary, in
subsequent periods if actual forfeitures differ from those estimates. We use historical data to estimate pre-vesting option
forfeitures and record stock-based compensation expense only for those awards that are expected to vest.
Variable interest entities. We have concluded that Ablecom and its subsidiaries ("Ablecom") is a variable interest
entity in accordance with applicable accounting standards and guidance; however, we are not the primary beneficiary of
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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.
In May 2012, we and Ablecom jointly established Super Micro Business Park, Inc. ("Management Company") in
Taiwan to manage the common areas shared by us and Ablecom for our separately constructed manufacturing facilities. Each
company contributed $168,000 and own 50% of the Management Company. Although the operations of the Management
Company are independent of us, through governance rights, we have the ability to direct the Management Company's business
strategies. Therefore, we have concluded that the Management Company is a variable interest entity of us as we are the primary
beneficiary of the Management Company. As of June 30, 2013, the accounts of the Management Company have been
consolidated with our accounts, and a noncontrolling interest has been recorded for Ablecom's interests in the net assets and
operations of the Management Company. In fiscal year 2013, $13,000 of net income attributable to Ablecom's interest was
included in our general and administrative expenses in the consolidated statements of operations.
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
Total operating expenses
Income from operations
Interest and other income, net
Interest expense
Income before income tax provision
Income tax provision
Net income
Years Ended June 30,
2013
2012
2011
100.0%
86.2
13.8
6.5
2.9
2.1
11.5
2.3
—
(0.1)
2.2
0.4
1.8%
100.0%
83.7
16.3
6.3
3.3
2.2
11.8
4.5
—
—
4.5
1.6
2.9%
100.0%
84.0
16.0
5.1
2.8
1.9
9.8
6.2
—
—
6.2
1.9
4.3%
Comparison of Fiscal Years Ended June 30, 2013 and 2012
Net sales. Net sales increased by $148.7 million, or 14.7%, to $1,162.6 million from $1,013.9 million, for fiscal year
2013 and 2012, respectively. This increase was due primarily to an increase in unit volumes of our subsystems and accessories
and to a lesser extent an increase in the average selling price of our server systems offset by a decrease in unit volumes of
server systems as we sold more higher density server systems on a processing node basis in fiscal year 2013 compared to fiscal
year 2012.
For fiscal year 2013, the number of server system units sold decreased 2.9% to 232,000 compared to 239,000 for fiscal
year 2012. The average selling price of server system units increased 15.8% to $2,200 in fiscal year 2013 compared to $1,900
in fiscal year 2012. The average selling prices of our server systems increased primarily due to higher average selling prices of
MicroCloud, FatTwin servers, storage and SuperBlades servers with Intel's Sandy Bridge processors which offered higher
density computing and more memory and hard disk drive capacity. Sales of server systems increased by $54.9 million or 12.3%
from fiscal year 2012 to fiscal year 2013, primarily due to higher sales of Twin, storage, MicroCloud, GPU/Xeon Phi and
SuperBlade servers solutions and complete integrated-high-end servers solutions to OEM and end customers partially offset by
lower sales of rack solutions. Sales of server systems represented 43.2% of our net sales for fiscal year 2013 compared to
44.1% of our net sales for fiscal year 2012.
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For fiscal year 2013, the number of subsystems and accessories units sold increased 3.6% to 4.5 million compared to
4.3 million for fiscal year 2012. Sales of subsystems and accessories increased by $93.8 million or 16.6% from fiscal year 2012
to fiscal year 2013, primarily related to higher sales of hard disk drives, chassis, memory and serverboards to our distributors
and system integrators who purchased additional accessories from us and completed the final assembly themselves. Sales of
subsystems and accessories represented 56.8% of our net sales for fiscal year 2013 as compared to 55.9% of our net sales for
fiscal year 2012.
For fiscal year 2013 and 2012, we derived 56.3% and 54.4%, respectively, of our net sales from products sold to
distributors and we derived 43.7% and 45.6%, respectively, from sales to OEMs and to end customers. For fiscal year 2013,
customers in the United States, Europe and Asia accounted for 54.2%, 22.7% and 20.5%, of our net sales, respectively, as
compared to 58.2%, 21.8% and 17.4% of our net sales, respectively, for fiscal year 2012.
Cost of sales. Cost of sales increased by $154.1 million, or 18.2%, to $1,002.5 million from $848.5 million, for fiscal
year 2013 and 2012, respectively. Cost of sales as a percentage of net sales was 86.2% and 83.7% for fiscal year 2013 and
2012, respectively. The increase in absolute dollars of cost of sales was primarily attributable to the increase in net sales, an
increase of $1.2 million in provision for warranty reserve and an increase of $1.1 million in provision for inventory reserve.
The higher cost of sales as a percentage of net sales was primarily due to higher costs of hard disk drives as a result of our
HDD supply agreement and memory bundled with our server solutions and higher mix of subsystem and accessories sales. In
general, we have higher margins in server systems than in subsystems and accessories. In fiscal year 2013, we recorded a $13.4
million expense, or 1.2% of net sales, related to the provision for warranty reserve as compared to $12.2 million, or 1.2% of net
sales, in fiscal year 2012. The increase in the provision for warranty reserve was primarily due to higher cost of servicing
warranty claims from higher net sales in fiscal year 2013. If in future periods we experience or anticipate an increase or
decrease in warranty claims as a result of new product introductions or change in unit volumes compared with our historical
experience, or if the cost of servicing warranty claims is greater or lesser than expected, our gross margin would be affected. In
fiscal year 2013, we recorded a $9.7 million expense, net of recovery, or 0.8% of net sales, related to the inventory provision as
compared to $8.6 million, or 0.8% of net sales, in fiscal year 2012. The increase in the inventory provision was primarily for
older products as a result of product transitions.
Research and development expenses. Research and development expenses increased by $11.0 million, or 17.1%, to
$75.2 million from $64.2 million, for fiscal year 2013 and 2012, respectively. Research and development expenses were 6.5%
and 6.3% of net sales for fiscal year 2013 and 2012, respectively. The increase in absolute dollars was primarily due to an
increase of $9.2 million in compensation and benefits including higher stock-based compensation expense, resulting from
growth in research and development personnel related to expanded product development initiatives in the United States and in
Taiwan, a decrease of $0.8 million in non-recurring engineering funding from certain suppliers and customers and an increase
of $0.6 million in VAT expenses related to research and development service fees paid to our subsidiary in Taiwan. The
increase as a percentage of sales was due to increased headcount and prototype material expenses relating to new product
introductions, particularly related to the introduction of new products for technology launches such as Intel's Sandy Bridge and
Haswell processor as well as our FatTwin solutions and product development expenses for Ivy Bridge processor as we drove
innovation in our product portfolio to increase performance in density and power.
Research and development expenses include stock-based compensation expense of $6.5 million and $5.5 million for
fiscal year 2013 and 2012, respectively.
Sales and marketing expenses. Sales and marketing expenses increased by $0.5 million, or 1.4%, to $33.8 million
from $33.3 million, for fiscal year 2013 and 2012, respectively. Sales and marketing expenses were 2.9% and 3.3% of net sales
for fiscal year 2013 and 2012, 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 and an increase of $0.5 million in advertising, promotional and trade show expenses offset in part by an increase of
$1.3 million in cooperative marketing funding received from vendors to promote the new product launches and a decrease of
$1.0 million in cooperative marketing funding to our customers.
Sales and marketing expenses include stock-based compensation expense of $1.5 million for both fiscal year 2013
and 2012.
General and administrative expenses. General and administrative expenses increased by $2.0 million, or 9.3%, to
$23.9 million from $21.9 million, for fiscal year 2013 and 2012, respectively. General and administrative expenses were 2.1%
and 2.2% of net sales for fiscal year 2013 and 2012, respectively. The increase in absolute dollars was primarily due to an
increase of $1.1 million in compensation and benefits, including higher stock-based compensation expense, in part to support
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the expansion of our operations at our headquarters and operations in Taiwan, an increase of $0.7 million in bad debt expense,
an increase of $0.6 million in payroll tax audit reserve, a decrease of $0.2 million in rental income, an increase of $0.3 million
in miscellaneous expense relating to the settlement payment of one patent claim offset in part by a decrease of $0.4 million in
foreign currency transaction loss, a decrease of $0.4 million in moving expenses and a decrease of $0.4 million in legal fees.
General and administrative expenses include stock-based compensation expense of $2.3 million and $2.5 million for
fiscal year 2013 and 2012, respectively.
Interest and other expense, net. Interest and other expense changed by $(0.1) million, to $0.6 million of expense from
$0.7 million of expense, for fiscal year 2013 and 2012, respectively, which included $0.6 million and $0.7 million of interest
expense for fiscal year 2013 and 2012, respectively.
Provision for income taxes. Provision for income taxes decreased by $10.2 million, or 65.7%, to $5.3 million from
$15.5 million, for fiscal year 2013 and 2012, respectively. The effective tax rate was 20.0% and 34.2% for fiscal year 2013 and
2012, respectively. The lower provision for income taxes and effective tax rate for fiscal year 2013 were primarily attributable
to our lower net income, a tax benefit of $3.7 million related to the U.S. federal R&D tax credit, of which $1.5 million related
to fiscal year 2012, and the recognition of a $2.0 million benefit related to our resolution of IRS audits for all outstanding items
covering fiscal year 2008 through 2010, offset in part by an increase of $0.8 million in stock option expense.
Comparison of Fiscal Years Ended June 30, 2012 and 2011
Net sales. Net sales increased by $71.3 million, or 7.6%, to $1,013.9 million from $942.6 million, for fiscal year 2012
and 2011, respectively. This increase was due primarily to an increase in the average selling price of our server systems and an
increase in unit volumes of our server systems.
For fiscal year 2012, the number of server system units sold increased 8.1% to 239,000 compared to 221,000 for fiscal
year 2011. The average selling price of server system units increased 18.8% to $1,900 in fiscal year 2012 compared to $1,600
in fiscal year 2011. The average selling prices of our server systems increased primarily due to an increase in average selling
prices of hard disk drives caused by the flooding in Thailand, higher average selling prices of complete integrated-high-end
server solutions to OEM and end customers, rack solutions and SuperBlades offset in part by declines in average selling prices
of 6000 Series configuration of servers. Sales of server systems increased by $95.7 million or 27.2% from fiscal year 2011 to
fiscal year 2012, primarily due to higher sales of complete integrated-high-end server solutions to OEM and end customers and
higher sales of rack, storage and SuperBlades server solutions. Sales of server systems represented 44.1% of our net sales for
fiscal year 2012 compared to 37.3% of our net sales for fiscal year 2011.
For fiscal year 2012, the number of subsystems and accessories units sold decreased 5.4% to 4.3 million compared to
4.6 million for fiscal year 2011. Sales of subsystems and accessories decreased by $24.4 million or 4.1% from fiscal year 2011
to fiscal year 2012, primarily related to lower sales of subsystems and accessories, such as memory and serverboards as a result
of the flooding in Thailand and the effects on hard disk drive supply chain which prevented our system integrators from
purchasing memory and serverboards and completing the final assembly of server solutions. Sales of subsystems and
accessories represented 55.9% of our net sales for fiscal year 2012 as compared to 62.7% of our net sales for fiscal year 2011.
For fiscal year 2012 and 2011, we derived 54.4% and 56.1%, respectively, of our net sales from products sold to
distributors and we derived 45.6% and 43.9%, respectively, from sales to OEMs and to end customers. For fiscal year 2012,
customers in the United States, Europe and Asia accounted for 58.2%, 21.8% and 17.4%, of our net sales, respectively, as
compared to 58.3%, 21.4% and 16.9%, respectively, for fiscal year 2011.
Cost of sales. Cost of sales increased by $57.0 million, or 7.2%, to $848.5 million from $791.5 million, for fiscal year
2012 and 2011, respectively. Cost of sales as a percentage of net sales was 83.7% and 84.0% for fiscal year 2012 and 2011,
respectively. The increase in absolute dollars of cost of sales was primarily attributable to the increase in net sales, an increase
of $2.6 million in provision for warranty reserve, an increase of $5.2 million in provision for inventory reserve and an increase
of $1.5 million in freight-in charges. The lower cost of sales as a percentage of net sales was primarily due to an increase in net
sales of server solutions which typically have higher margins. In fiscal year 2012, we recorded a $12.2 million expense, or
1.2% of net sales, related to the provision for warranty reserve as compared to $9.6 million, or 1.0% of net sales, in fiscal year
2011. The increase in the provision for warranty reserve was primarily due to higher warranty claims and higher cost of
servicing warranty claims in fiscal year 2012. If in future periods we experience or anticipate an increase or decrease in
warranty claims as a result of new product introductions or change in unit volumes compared with our historical experience, or
if the cost of servicing warranty claims is greater or lesser than expected, our gross margin would be affected. In fiscal year
2012, we recorded a $8.6 million expense, or 0.8% of net sales, related to the inventory provision as compared to $3.4 million,
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or 0.4% of net sales, in fiscal year 2011. The increase in the inventory provision was primarily for older products as a result of
product transitions.
Research and development expenses. Research and development expenses increased by $16.1 million, or 33.5%, to
$64.2 million from $48.1 million, for fiscal year 2012 and 2011, respectively. Research and development expenses were 6.3%
and 5.1% of net sales for fiscal year 2012 and 2011, respectively. The increase in absolute dollars was primarily due to an
increase of $11.9 million in compensation and benefits including higher stock-based compensation expense, resulting from
growth in research and development personnel related to expanded product development initiatives in the United States and in
Taiwan, an increase of $1.6 million in development costs associated with the Sandy Bridge launched in March 2012 and a
decrease of $0.5 million in non-recurring engineering funding from certain suppliers and customers. The increase as a
percentage of sales was due to increased expenses relating to new product introductions, particularly related to the introduction
of Intel's new Sandy Bridge processor and net sales which were lower than we had anticipated.
Research and development expenses include stock-based compensation expense of $5.5 million and $4.1 million for
fiscal year 2012 and 2011, respectively.
Sales and marketing expenses. Sales and marketing expenses increased by $6.4 million, or 24.0%, to $33.3 million
from $26.9 million, for fiscal year 2012 and 2011, respectively. Sales and marketing expenses were 3.3% and 2.8% of net sales
for fiscal year 2012 and 2011, respectively. The increase in absolute dollars was primarily due to an increase of $4.7 million in
compensation and benefits resulting from growth in sales and marketing personnel, including higher stock-based compensation
expense, an increase in advertising, promotional and trade show expenses of $0.7 million and an increase of $0.7 million in
freight out expenses to customers. The increase as a percentage of sales was due to increased expenses in anticipation of higher
net sales which were lower than we had anticipated.
Sales and marketing expenses include stock-based compensation expense of $1.5 million and $1.1 million for fiscal
year 2012 and 2011, respectively.
General and administrative expenses. General and administrative expenses increased by $4.4 million, or 25.4%, to
$21.9 million from $17.4 million, for fiscal year 2012 and 2011, respectively. General and administrative expenses were 2.2%
and 1.9% of net sales for fiscal year 2012 and 2011, respectively. The increase in absolute dollars was primarily due to an
increase of $1.9 million in compensation and benefits, including higher stock-based compensation expense, in part to support
the expansion of our operations at our headquarters and operations in Taiwan, an increase of $1.3 million in foreign currency
transaction loss and an increase of $0.9 million in tax expenses.
General and administrative expenses include stock-based compensation expense of $2.5 million and $2.1 million for
fiscal year 2012 and 2011, respectively.
Interest and other expense, net. Interest and other expense changed by $43,000, to $0.7 million of expense from $0.6
million of expense, for fiscal year 2012 and 2011, respectively, which included $0.7 million of interest expense for both fiscal
year 2012 and 2011.
Provision for income taxes. Provision for income taxes decreased by $2.4 million, or 13.2%, to $15.5 million from
$17.9 million, for the fiscal year 2012 and 2011, respectively. The effective tax rate was 34.2% and 30.8% for fiscal year 2012
and 2011, respectively. The effective tax rate was higher for fiscal year 2012 primarily due to the expiration of Federal research
and development tax credits as of December 31, 2011 and an increase in stock option expenses which were partially offset by a
decrease of state taxes due to election of the California single sales factor apportionment and the domestic production activity
deduction.
Liquidity and Capital Resources
Since our inception, we have financed our growth primarily with funds generated from operations and from the
proceeds of our initial public offering. In addition, we have utilized borrowing facilities, particularly in relation to the financing
of real property acquisitions. Our cash and cash equivalents and short-term investments were $93.1 million and $80.9 million
as of June 30, 2013 and 2012, respectively. Our cash in foreign locations was $16.6 million and $6.5 million at June 30, 2013
and 2012, respectively. It is management's intention to reinvest the undistributed foreign earnings indefinitely in foreign
operations.
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Operating Activities. Net cash provided by operating activities was $13.6 million, $16.5 million and $8.5 million for
fiscal years 2013, 2012 and 2011, respectively.
Net cash provided by our operating activities for fiscal year 2013 was primarily due to our net income of $21.3
million, a decrease in inventory of $12.7 million, stock-based compensation expense of $11.4 million, provision for inventory
of $9.7 million, depreciation expense of $7.8 million, an increase in net income taxes payable of $4.5 million and an increase in
accrued liabilities of $4.4 million, which were partially offset by an increase in accounts receivable of $48.3 million, deferred
income taxes of $7.0 million and a decrease in accounts payable of $2.2 million.
Net cash provided by our operating activities for fiscal year 2012 was primarily due to our net income of $29.9
million, an increase in accounts payable of $61.3 million, stock-based compensation expense of $10.3 million, an increase in
net income taxes payable of $9.0 million, provision for inventory of $8.6 million, depreciation expense of $7.1 million, and an
increase in accrued liabilities of $5.0 million, which were partially offset by an increase in inventory of $92.5 million and an
increase in accounts receivable of $17.2 million.
Net cash provided by our operating activities for fiscal year 2011 was primarily due to our net income of $40.2
million, an increase in accounts payable of $16.9 million, stock-based compensation expense of $8.1 million, an increase in net
income taxes payable of $5.7 million, depreciation expense of $5.5 million, an increase in accrued liabilities of $5.3 million,
which were partially offset by an increase in inventory of $60.5 million and an increase in accounts receivable of $12.5 million.
The increase for fiscal year 2013 in accounts receivable was primarily due to an increase in sales to customers with net
payment terms and a decrease in sales to customers with TT payment terms. The decrease for fiscal year 2013 in inventory and
accounts payable was mainly due to lower hard disk drive and memory inventory. The increase for fiscal year 2013 in accrued
liabilities was in part due to timing of payments to our vendors and in part due to support our growth and our increasing
manufacturing activities in Taiwan. We anticipate that accounts receivable, inventory and accounts payable will increase to the
extent we continue to grow our product lines and our business.
The increase for fiscal year 2012 in accounts receivable was primarily due to higher net sales in the fourth quarter of
fiscal year 2012 to customers with net payment terms. The increase for fiscal year 2012 in inventory was in part due to support
the anticipated level of growth in net sales in fiscal year 2012, to increase inventory relating to the Sandy Bridge processors
launched by Intel in the third quarter of fiscal year 2012 and to address the disruption in the hard disk drive supply chain as a
result of the flooding in Thailand in 2011. The increase for fiscal year 2012 in accounts payable and accrued liabilities was in
part due to timing of payments to our suppliers and in part due to support our growth and our increasing manufacturing
activities in Taiwan. We anticipate that accounts receivable, inventory and accounts payable will continue to increase to the
extent we continue to grow our product lines and our business.
The increase for fiscal year 2011 in accounts receivable was primarily due to higher net sales during fiscal year 2011.
The increase for fiscal year 2011 in inventory, accounts payable and accrued liabilities was in part due to an increase in demand
for our products resulting from a recovering economy, in part to support our growth and in part due to our increasing
manufacturing activities in the Netherlands and Taiwan.
Investing activities. Net cash used in our investing activities was $5.1 million, $19.7 million and $24.8 million for
fiscal years 2013, 2012 and 2011, respectively. In fiscal year 2013, $5.0 million was related to the purchase of property, plant
and equipment and $0.4 million was related to the additional certificate of deposit pledged as security for value added tax
examination required by tax authority of Taiwan. This was offset by the redemption at par of investments in auction rate
securities of $0.3 million.
In fiscal year 2012, $22.0 million was related to the purchase of property, plant and equipment net of land deposit
refund primarily related to the construction of facilities in Taiwan and the headquarters office expansion in San Jose, California.
The purchase of the land in Taiwan, consisting of approximately 2.2 acres, was finalized and closed in December 2011. We also
completed the construction of facilities in Taiwan and the headquarters expansion in San Jose, California in December 2011.
This was offset by the redemption at par of investments in auction rate securities of $2.5 million.
In fiscal year 2011, $16.2 million was related to the purchase of property, plant and equipment including $6.1 million
related to the land purchased in Taiwan in August 2010 and $9.2 million was related to a deposit made in March 2011 for land
in Taiwan. This was offset by the redemption at par of investments in auction rate securities of $1.5 million.
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Financing activities. Net cash provided by our financing activities was $3.8 million, $13.8 million and $13.6 million
for fiscal years 2013, 2012 and 2011, respectively. In fiscal year 2013, we received $1.8 million related to the proceeds from
the exercise of stock options. We withheld shares and paid the minimum tax withholding mainly on behalf of one executive
officer for his restricted stock awards of $1.0 million in fiscal year 2013. Further, we obtained a new term loan of $15.0 million
from China Trust Bank, borrowed $5.6 million of our revolving line of credit from Bank of America, N.A., and repaid $18.1
million in loans in fiscal year 2013. In fiscal year 2012, we received $8.5 million related to the proceeds from the exercise of
stock options. We withheld shares and paid the minimum tax withholding on behalf of one executive officer for his restricted
stock awards of $1.1 million in fiscal year 2012. Further, we obtained a new term loan of $14.0 million from Bank of America,
N.A., borrowed $19.7 million of our revolving line of credit and repaid $28.9 million in loans in fiscal year 2012. In fiscal year
2011, we received $10.3 million related to the proceeds from the exercise of stock options. We withheld shares and paid the
minimum tax withholding on behalf of several executive officers and an employee for their stock options and restricted stock
awards of $8.4 million for fiscal year 2011. Further, we obtained a new term loan of $13.9 million and borrowed $9.9 million
of our revolving line of credit. We repaid $14.1 million in loans for fiscal year 2011. In fiscal year 2013, 2012 and 2011, $0.9
million, $2.0 million and $2.4 million was related to the excess tax benefits from stock-based compensation, respectively.
We expect to experience continued growth in our working capital requirements and capital expenditures as we
continue to expand our business. 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 intend to fund this continued expansion through cash generated by
operations and by drawing on the revolving credit facility or through other debt financing. However we cannot be certain
whether such financing will be available on commercially reasonable or otherwise favorable terms or that such financing will
be available at all. We anticipate that working capital and capital expenditures will constitute a material use of our cash
resources and that we will either extend our current credit facilities or obtain alternative credit facilities. Assuming we are
successful in extending our credit facility or entering into alternative facilities, we have sufficient cash on hand to continue to
operate for at least the next 12 months.
Other factors affecting liquidity and capital resources
Activities under Revolving Lines of Credit and Term Loans
Bank of America
In October 2011, we entered into an amendment to our existing credit agreement with Bank of America, N.A. ("Bank
of America") which provided for (i) a $40.0 million revolving line of credit facility through June 15, 2013 and (ii) a five-year
$14.0 million term loan facility. The term loan is secured by the three buildings purchased in San Jose, California in June 2010
and the principal and interest are payable monthly through September 30, 2016 with an interest rate at the LIBOR rate plus
1.50% per annum. In June and August 2013, we extended the revolving line of credit to mature on August and September 15,
2013, respectively, and we are currently negotiating with Bank of America to renew the revolving line of credit.
The line of credit facility provided for borrowings denominated both in U.S. dollars and in Taiwanese dollars. For
borrowings denominated in U.S. dollars, the interest rate for the revolving line of credit is at the LIBOR rate plus 1.25% per
annum. The LIBOR rate was 0.19% at June 30, 2013. For borrowings denominated in Taiwanese dollars, the interest rate for
the revolving line of credit is equal to the lender's established interest rate which is adjusted monthly.
As of June 30, 2013 and 2012, the total outstanding borrowings under the Bank of America term loan was $9.3 million
and $12.1 million, respectively. The total outstanding borrowings under the Bank of America line of credit was $10.9 million
and $10.6 million as of June 30, 2013 and 2012, respectively. The interest rates for these loans ranged from 1.23% to 1.69% per
annum at June 30, 2013 and 1.29% to 1.81% per annum at June 30, 2012, respectively. As of June 30, 2013, the unused
revolving line of credit under Bank of America was $29.1 million.
China Trust Bank
In October 2011, we obtained an unsecured revolving line of credit from China Trust Bank totaling NT$300.0 million
Taiwanese dollars or $9.9 million U.S. dollars equivalents. In July 2012, we increased the credit line to NT$450.0 million
Taiwanese dollars or $14.9 million U.S. dollars equivalents. The credit facility provides for a one-year term loan and in July
2013, we extended the credit facility to mature on September 30, 2013. The term loan is secured by the land and building
located in Bade, Taiwan with an interest rate at the lender's established interest rate plus 0.3% which is adjusted monthly. The
total outstanding borrowings under the China Trust Bank term loan was denominated in Taiwanese dollars and was translated
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into U.S. dollars of $14.9 million and $10.1 million with the interest rate at 1.20% and 1.41% per annum as of June 30, 2013
and 2012, respectively. We are currently negotiating with China Trust Bank to renew our loan.
Covenant Compliance
The credit agreement with Bank of America contains customary representations and warranties and customary
affirmative and negative covenants applicable to us and our subsidiaries. The credit agreement contains certain financial
covenants, including the following:
• Not to incur on a consolidated basis, a net loss before taxes and extraordinary items in any two
consecutive quarterly accounting periods;
• Our funded debt to EBITDA ratio (ratio of all outstanding liabilities for borrowed money and other
interest-bearing liabilities, including current and long-term debt, less the non-current portion of
subordinated liabilities to EBITDA) shall not be greater than 2.00;
• Our unencumbered liquid assets, as defined in the agreement, held in the United States shall have an
aggregate market value of not less than $30.0 million.
As of June 30, 2013, our total assets of $586.7 million collateralized the line of credit with Bank of America and were
all of the assets of the Company except for the three buildings purchased in San Jose, California in June 2010 and the land and
building located in Bade, Taiwan. As of June 30, 2013, total assets collateralizing the term loan with Bank of America were
$17.8 million. As of June 30, 2013, the Company was in compliance with all financial covenants associated with the term loan
and line of credit with Bank of America.
As of June 30, 2013, the land and building located in Bade, Taiwan collateralizing the term loan with China Trust
Bank was $27.7 million. There are no financial covenants associated with the term loan with China Trust Bank at June 30,
2013.
Contract Manufacturers
In fiscal year 2013, we paid our contract manufacturers within 60 to 72 days of invoice and Ablecom between 67 to 95
days of invoice. Ablecom, a Taiwan corporation, is one of our major contract manufacturers and a related party. As of June 30,
2013 and 2012 amounts owed to Ablecom by us were approximately $50.4 million and $51.5 million, respectively.
Auction Rate Securities Valuation
As of June 30, 2013, we held $2.6 million of auction rate securities, net of unrealized losses, representing our interest
in auction rate preferred shares in a closed end mutual fund invested in municipal securities; the auction rate security was rated
AAA or AA2 at June 30, 2013. These auction rate preferred shares have no stated maturity date.
During February 2008, the auctions for these auction rate securities began to fail to obtain sufficient bids to establish a
clearing rate and were not saleable in the auction, thereby losing the short-term liquidity previously provided by the auction
process. As a result, as of June 30, 2013, $2.6 million of these auction rate securities have been classified as long-term
available-for-sale investments. Based on our assessment of fair value at June 30, 2013, we have recorded an accumulated
unrealized loss of $0.1 million, net of deferred income taxes, on long-term auction rate securities. The unrealized loss was
deemed to be temporary and has been recorded as a component of accumulated other comprehensive loss. In fiscal year 2013,
2012 and 2011, $0.3 million, $2.5 million and $1.5 million of auction rate securities were redeemed at par, respectively.
Contractual Obligations
The following table describes our contractual obligations as of June 30, 2013:
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Operating leases
Capital leases, including interest
Long-term debt, including interest (1)
License arrangements
Purchase commitments (2)
Total
Payments Due by Period
Less Than
1 Year
1 to 3
Years
3 to 5
Years
More Than
5 Years
Total
$
$
3,066
37
28,783
372
200,094
232,352
$
$
3,708
51
5,738
228
48,911
58,636
(in thousands)
108
$
37
937
—
—
1,082
$
$
$
— $
—
—
—
—
— $
6,882
125
35,458
600
249,005
292,070
__________________________
(1)
(2)
(3)
Amount reflects total anticipated cash payments, including anticipated interest payments based on the interest rate at
June 30, 2013.
Amount reflects total gross purchase commitments under our manufacturing arrangements with third-party contract
manufacturers or vendors. Our purchase obligations included $132.1 million of hard disk drive purchase
commitments, which will be paid through December 2014. See Note 12 of Notes to our Consolidated Financial
Statements in Item 8 of this Form 10-K for a discussion of purchase commitments.
The table above excludes liabilities for deferred revenue for warranty services of $3.6 million and unrecognized tax
benefits and related interest and penalties accrual of $8.1 million. We have not provided a detailed estimate of the
payment timing of unrecognized tax benefits due to the uncertainty of when the related tax settlements will become
due. See Note 11 of Notes to our Consolidated Financial Statements in Item 8 of this Form 10-K for a discussion of
income taxes.
We expect to fund our remaining contractual obligations from our ongoing operations and existing cash and cash
equivalents on hand.
Adoption of New Accounting Pronouncements
In June 2011, the Financial Accounting Standards Board ("FASB") issued amended authoritative guidance associated
with comprehensive income, which requires companies to present the total of comprehensive income, the components of net
income, and the components of other comprehensive income either in a single continuous statement of comprehensive income
or in two separate but consecutive statements. This update eliminates the option to present the components of other
comprehensive income as part of the statement of changes in stockholders' equity. We have adopted the provisions of this
standard on a retrospective basis. This adoption did not have an impact on our results of operations or financial position, but
resulted in the presentation of a separate consolidated statement of comprehensive income.
In February 2013, the FASB issued authoritative guidance associated with reporting of amounts reclassified out of
accumulated other comprehensive income, which requires companies to present significant reclassifications out of accumulated
other comprehensive income in their entirety in the statement of operations or in a separate footnote to the financial statements.
For amounts that are not required to be reclassified in their entirety to net income, the standard requires companies to cross-
reference to related footnoted disclosures. The new disclosure requirements are effective on a prospective basis for financial
statements issued for fiscal years, and interim periods within those years, beginning after December 15, 2012 and early
adoption is permitted. The adoption of this guidance will not have a material impact on our results of operations or financial
position.
In July 2013, the FASB issued authoritative guidance associated with the presentation of unrecognized tax benefit
when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. It requires a liability related to
unrecognized tax benefit to offset a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit
carryforward if a settlement is required or expected in the event the uncertain tax position is disallowed. We early adopted this
presentation requirement in fiscal year 2013. The adoption did not have a material impact on our results of operations or
financial position.
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 Risk
Interest Rate Risk
The primary objectives of our investment activities 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 fair value of the investment to fluctuate. To minimize this risk, we maintain
our portfolio of cash equivalents and short-term investments in money market funds and certificates of deposit. Our long-term
investments include auction rate securities, which have been classified as long-term due to the lack of a liquid market for these
securities. 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 of operations. As of June 30, 2013, our investments were in money market funds, certificates of deposits and auction
rate securities (see Liquidity Risk below).
We are exposed to changes in interest rates as a result of our borrowings under our term loan and revolving lines of
credit. The interest rates for the term loans and the revolving lines of credit ranged from 1.20% to 1.69% at June 30, 2013 and
1.29% to 1.81% at June 30, 2012, respectively. Based on the outstanding principal indebtedness of $35.2 million under our
credit facilities as of June 30, 2013, we believe that a 10% change in interest rates would not have a significant impact on our
results of operations.
Liquidity Risk
As of June 30, 2013, we held $2.6 million of auction rate securities, net of unrealized losses, representing our interest
in auction rate preferred shares in a closed end mutual fund invested in municipal securities; the auction rate security was rated
AAA or AA2 at June 30, 2013. These auction rate preferred shares have no stated maturity date. During February 2008, the
auctions for these auction rate securities began to fail to obtain sufficient bids to establish a clearing rate and were not saleable
in the auction, thereby losing the short-term liquidity previously provided by the auction process. As a result, as of June 30,
2013, $2.6 million of these auction rate securities have been classified as long-term available-for-sale investments. Based on
our assessment of fair value at June 30, 2013, we have recorded an accumulated unrealized loss of $0.1 million, net of deferred
income taxes, on long-term auction rate securities. The unrealized loss was deemed to be temporary and has been recorded as a
component of accumulated other comprehensive loss. During fiscal year 2013, 2012 and 2011, $0.3 million, $2.5 million and
$1.5 million of auction rate securities were redeemed at par, respectively.
Although we have determined that we will not likely be required to sell the securities before the anticipated recovery
and we have the intent and ability to hold our investments until successful auctions occur, these investments are not currently
liquid and in the event we need to access these funds, we will not be able to do so without a loss of principal. There can be no
assurances that these investments will be settled in the short term or that they will not become other-than-temporarily impaired
subsequent to June 30, 2013, as the market for these investments is presently uncertain. In any event, we do not have a present
need to access these funds for operational purposes. We will continue to monitor and evaluate these investments as there is no
assurance as to when the market for these investments will allow us to liquidate them. We may be required to record
impairment charges in periods subsequent to June 30, 2013 which respect to these securities and, if a liquid market does not
develop for these investments, we could be required to hold them to market recovery.
Foreign Currency Risk
To date, our international customer and supplier agreements have been denominated primarily in U.S. dollars, and
accordingly, we have limited exposure 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 including financing arrangements are denominated 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. Foreign exchange gain (loss) for
fiscal years 2013, 2012 and 2011 was $(0.1) million, $(0.5) million and $0.8 million, 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 Comprehensive Income
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Page
44
45
46
47
48
49
50
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Super Micro Computer, Inc.
San Jose, California
We have audited the accompanying consolidated balance sheets of Super Micro Computer, Inc. and subsidiaries (the
“Company”) as of June 30, 2013 and 2012, and the related consolidated statements of operations, comprehensive income,
stockholders’ equity, and cash flows for each of the three years in the period ended June 30, 2013. These financial statements
are the responsibility of the Company’s management. Our responsibility is to express an opinion on these 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. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes 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, 2013 and 2012, and the results of their operations and their cash
flows for each of the three years in the period ended June 30, 2013, in conformity with accounting principles generally
accepted in the United States of America.
As discussed in Note 9 to the consolidated financial statements, the Company has significant purchases from and sales
to a related party.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the Company’s internal control over financial reporting as of June 30, 2013, based on the criteria established in Internal
Control—Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission
and our report dated September 11, 2013 expressed an unqualified opinion on the Company’s internal control over financial
reporting.
/s/ Deloitte & Touche LLP
San Jose, California
September 11, 2013
44
Table of Contents
ASSETS
Current assets:
SUPER MICRO COMPUTER, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
Cash and cash equivalents
Accounts receivable, net of allowances of $1,966 and $1,106 at June 30, 2013 and 2012, respectively
(including amounts receivable from a related party of $974 and $1,036 at June 30, 2013 and 2012,
respectively)
Inventory
Deferred income taxes-current
Prepaid income taxes
Prepaid expenses and other current assets
Total current assets
Long-term investments
Property, plant and equipment, net
Deferred income taxes-noncurrent
Other assets
Total assets
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable (including amounts due to a related party of $50,448 and $51,470 at June 30, 2013
and 2012, respectively)
Accrued liabilities
Income taxes payable
Short-term debt and current portion of long-term debt
Total current liabilities
Long-term debt-net of current portion
Other long-term liabilities
Total liabilities
Commitments and contingencies (Note 12)
Stockholders’ equity:
Common stock and additional paid-in capital, $0.001 par value
Authorized shares: 100,000,000
Issued shares: 42,744,500 and 42,034,416 at June 30, 2013 and 2012, respectively
Treasury stock (at cost), 445,028 shares at June 30, 2013 and 2012
Accumulated other comprehensive loss
Retained earnings
Total Super Micro Computer, Inc. stockholders’ equity
Noncontrolling interest
Total stockholders’ equity
Total liabilities and stockholders’ equity
See accompanying notes to consolidated financial statements.
June 30,
2013
June 30,
2012
$
93,038
$
80,826
149,340
254,170
15,786
4,039
6,819
523,192
2,637
95,912
7,275
3,241
632,257
172,855
34,122
6,049
28,638
241,664
6,533
10,336
258,533
$
$
102,014
276,599
12,638
3,478
6,357
481,912
2,923
97,419
3,459
3,390
589,103
173,991
30,401
2,754
13,362
220,508
19,395
10,849
250,752
157,712
(2,030)
(69)
217,930
373,543
181
373,724
632,257
$
143,806
(2,030)
(76)
196,651
338,351
—
338,351
589,103
$
$
$
45
Table of Contents
SUPER MICRO COMPUTER, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
Net sales (including related party sales of $13,805, $12,229 and $11,017 in
fiscal years 2013, 2012 and 2011, respectively)
Cost of sales (including related party purchases of $179,735, $168,744 and
$155,430 in fiscal years 2013, 2012 and 2011, respectively)
Gross profit
Operating expenses:
Research and development
Sales and marketing
General and administrative
Total operating expenses
Income from operations
Interest and other income, net
Interest expense
Income before income tax provision
Income tax provision
Net income
Net income per common share:
Basic
Diluted
Weighted-average shares used in calculation of net income per common
share:
Basic
Diluted
Years Ended June 30,
2013
2012
2011
$
1,162,561
$
1,013,874
$
942,582
1,002,508
160,053
75,208
33,785
23,902
132,895
27,158
48
(610)
26,596
5,317
21,279
0.50
0.48
$
$
$
$
$
$
848,457
165,417
64,223
33,308
21,872
119,403
46,014
54
(717)
45,351
15,498
29,853
0.72
0.67
$
$
$
41,992
43,907
40,890
44,152
791,478
151,104
48,108
26,859
17,444
92,411
58,693
66
(686)
58,073
17,860
40,213
1.04
0.93
38,132
42,396
See accompanying notes to consolidated financial statements.
46
Table of Contents
SUPER MICRO COMPUTER, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Net income
Other comprehensive income, net of tax:
Foreign currency translation loss
Unrealized gains on investments
Total other comprehensive income
Comprehensive income
Years Ended June 30,
2013
2012
2011
$
21,279
$
29,853
$
40,213
(1)
8
7
—
128
128
—
—
—
$
21,286
$
29,981
$
40,213
See accompanying notes to consolidated financial statements.
47
Table of Contents
Balance at June 30, 2010
Exercise of stock
options, net of taxes
Issuance of restricted
stock awards
Stock-based
compensation
Tax benefit resulting
from stock option
transactions
Net income
Balance at June 30, 2011
Exercise of stock
options
Issuance of restricted
stock awards, net of
taxes
Stock-based
compensation
Tax benefit resulting
from stock option
transactions
Unrealized gains on
investments
Net income
Balance at June 30, 2012
Exercise of stock
options
Issuance of restricted
stock awards, net of
taxes
Stock-based
compensation
Tax benefit resulting
from stock option
transactions
Unrealized gains on
investments
Translation adjustments
Investment in
noncontrolling interest
Net income
SUPER MICRO COMPUTER, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share amounts)
Common Stock and
Additional Paid-In
Capital
Treasury Stock
Shares
Amount
Shares
Amount
Accumulated
Other
Comprehensive
Income (Loss)
Retained
Earnings
Non-
controlling
Interest
Total
Stockholders’
Equity
37,493,534
$100,350
(445,028) $(2,030) $
(204) $ 126,585
$
— $ 224,701
3,065,405
3,281
168,623
(1,434)
—
—
—
8,056
12,440
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
40,213
40,727,562
122,693
(445,028)
(2,030)
(204)
166,798
1,211,070
8,549
95,784
(1,109)
—
10,252
—
—
—
3,421
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
128
—
—
—
—
—
—
29,853
42,034,416
143,806
(445,028)
(2,030)
(76)
196,651
612,034
1,845
98,050
(1,034)
—
11,361
—
—
—
—
—
1,734
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
8
(1)
—
—
—
—
—
—
—
—
—
21,279
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
3,281
(1,434)
8,056
12,440
40,213
287,257
8,549
(1,109)
10,252
3,421
128
29,853
338,351
1,845
(1,034)
11,361
1,734
8
(1)
168
13
168
21,292
Balance at June 30, 2013
42,744,500
$157,712
(445,028) $(2,030) $
(69) $ 217,930
$
181
$ 373,724
See accompanying notes to consolidated financial statements.
48
Table of Contents
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
Excess tax benefits from stock-based compensation
Allowance for doubtful accounts
Provision for inventory
Loss on disposal of property, plant and equipment
Exchange gain
Deferred income taxes
Changes in operating assets and liabilities:
Accounts receivable, net (including changes in related party balances of $62,
$(509) and $674 in fiscal years 2013, 2012 and 2011, respectively)
Inventory
Prepaid expenses and other assets
Accounts payable (including changes in related party balances of $(1,022),
$17,260 and $14,746 in fiscal years 2013, 2012 and 2011, respectively)
Income taxes payable, net
Accrued liabilities
Other long-term liabilities
Net cash provided by operating activities
INVESTING ACTIVITIES:
Restricted cash
Proceeds from investments
Purchases of property, plant and equipment
Investment in a privately held company
Land deposit refund (payment)
Net cash used in investing activities
FINANCING ACTIVITIES:
Proceeds from exercise of stock options
Minimum tax withholding paid on behalf of employees for stock options and restricted
stock awards
Excess tax benefits from stock-based compensation
Proceeds from debt
Repayment of debt
Payment of obligations under capital leases
Contributions from noncontrolling interests
Payments under receivable financing arrangements
Net cash provided by financing activities
Effect of exchange rate fluctuations on cash
Net increase (decrease) 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:
Cash paid for interest
Cash paid for taxes, net of refunds
Non-cash investing and financing activities:
Equipment purchased under capital leases
Accrued costs for property, plant and equipment purchases
Deposit applied to property acquisition
Years Ended June 30,
2013
2012
2011
$
21,279
$
29,853
$
40,213
7,835
11,361
(865)
929
9,725
—
(153)
(7,010)
(48,255)
12,704
(67)
(2,208)
4,490
4,384
(566)
13,583
(412)
300
(5,001)
—
—
(5,113)
7,071
10,252
(2,047)
217
8,579
—
—
(3,137)
(17,226)
(92,467)
(1,656)
61,336
8,968
4,967
1,757
16,467
(32)
2,475
(24,862)
(168)
2,868
(19,719)
5,453
8,056
(2,401)
499
3,353
35
—
1,539
(12,541)
(60,480)
(4,144)
16,933
5,687
5,348
930
8,480
(123)
1,500
(16,202)
(750)
(9,195)
(24,770)
1,845
8,549
10,271
(1,034)
865
20,641
(18,073)
(40)
168
(610)
3,762
(20)
12,212
80,826
93,038
718
8,074
$
$
$
85
1,871
$
$
— $
(1,109)
2,047
33,696
(28,949)
(35)
—
(382)
13,817
318
10,883
69,943
80,826
621
8,455
7
797
5,867
$
$
$
$
$
$
(8,424)
2,401
23,730
(14,132)
(64)
—
(193)
13,589
—
(2,701)
72,644
69,943
649
9,813
42
1,482
—
$
$
$
$
$
$
See accompanying notes to consolidated financial statements.
49
Table of Contents
SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1.
Summary of Significant Accounting Policies
Organization
Super Micro Computer, Inc. (“Super Micro Computer”) was incorporated in 1993. Super Micro Computer is a global
leader in server technology and green computing innovation. Super Micro Computer develops and provides high performance
server solutions based upon an innovative, modular and open-standard architecture. Super Micro Computer has operations
primarily in San Jose, California, the Netherlands, Taiwan and China.
Basis of Presentation
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 in consolidation.
The Company consolidates its investment in Super Micro Business Park, Inc. as it is variable interest entity and the
Company is the primary beneficiary. The noncontrolling interest is presented as a separate component from the Company's
equity in the equity section of the Consolidated Balance Sheets. Net income attributable to the noncontrolling interest is not
presented separately in the Consolidated Statements of Operations and is included in the general and administrative expenses as
the amount is not material for any of the fiscal periods presented.
Reclassification
The amount previously presented for short-term debt in the consolidated balance sheets as of June 30, 2012 has been
reclassified to combine with short-term debt and current portion of long-term debt to conform with the current period
presentation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United
States of America (“U.S. GAAP”) 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 marketing accruals, inventory valuation, product warranty accruals, stock-
based compensation, impairment of short-term and long-term investments and income taxes. Actual results could differ from
those estimates.
Fair Value of Financial Instruments
The Company accounts for certain assets and liabilities at fair value. Accounts receivable and accounts payable are
carried at cost, which approximates fair value due to the short maturity of these instruments. Cash equivalents and long-term
investments are carried at fair value. Short-term and 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. The hierarchy below lists three
levels of fair value based on the extent to which inputs used in measuring fair value are observable in the market. The Company
categorizes each of its fair value measurements in one of these three levels based on the lowest level input that is significant to
the fair value measurement in its entirety. These levels are:
•
•
•
Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical,
unrestricted assets or liabilities;
Level 2 - Quoted prices in markets that are not active or financial instruments for which all significant inputs
are observable, either directly or indirectly; and
Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and
unobservable.
50
Table of Contents
SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
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 equivalents. Cash equivalents consist primarily of money market funds and certificate of deposits with
maturities of less than three months.
Long-term Investments
The Company classifies its long-term investments in auction-rate securities (auction rate securities) as long-term
available-for-sale investments. Auction rate securities consist of municipal securities and student loans guaranteed by the
Federal Family Education Loan Program. The discounted cash flow model is used to estimate the fair value of the auction rate
securities. These investments are recorded in the Consolidated Balance Sheets at fair value. Unrealized gains and losses on
these investments are included as a component of accumulated other comprehensive income, net of tax.
Inventory
Inventory is valued 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
evaluates inventory on a quarterly basis for lower of cost or market and excess and obsolescence and, as necessary, writes down
the valuation of units to lower of cost or market or for excess and obsolescence calculated as the number of units that are
unlikely to be sold based upon estimated demand for the following twelve months. This evaluation takes into account matters
including expected demand, anticipated sales price, product obsolescence and other factors. If actual future demand for the
Company's 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. The Company monitors the extent to which previously written down inventory is sold at amounts
greater or less than carrying value, and based on this analysis, adjusts its estimate for determining future write downs. If in
future periods, the Company experiences or anticipates a change in recovery rate compared with its historical experience, its
gross margin would be affected. During fiscal years 2013, 2012 and 2011, the Company recorded a provision for lower of cost
or market and excess and obsolete inventory totaling $9,725,000, $8,579,000 and $3,353,000, respectively.
Property, Plant and Equipment
Property, plant and equipment is 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
Buildings
Building improvements
Leasehold improvements
1.5 to 5 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.
51
Table of Contents
Other Assets
SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
As of June 30, 2013, other assets consist primarily of a long-term prepaid royalty license of $1,496,000, an investment
in a privately held company of $750,000 and restricted cash of $847,000. As of June 30, 2012, other assets consist primarily of
a long-term prepaid royalty license of $1,745,000 an investment in a privately held company of $750,000 and restricted cash of
$441,000. Restricted cash consists primarily of certificates of deposits pledged as security for one irrevocable letter of credit
required by the landlord of its warehouse lease in Fremont, California, certificates of deposits pledged as security for value
added tax examination required by tax authority of Taiwan and bank guarantees required by the landlord of its office leases in
the Netherlands.
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 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, 30 to 60 days payment terms, Ex-works terms, except for a few customers who have free-on-board
destination terms or customer acceptance provisions, for which revenue is recognized when the products arrive or are accepted
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 original equipment manufacturers (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 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
In addition, certain customers have acceptance provisions and revenue is deferred until the customers provide the
necessary acceptance. At June 30, 2013 and 2012, the Company had deferred revenue of $1,019,000 and $926,000 and related
deferred product costs of $711,000 and $794,000, respectively, related to shipments to customers pending acceptance.
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 also makes estimates of the uncollectibility of accounts receivable, analyzing accounts receivable and
historical bad debts, customer concentrations, customer-credit-worthiness, current economic trends and changes in customer
payment terms to evaluate the adequacy of the allowance for doubtful accounts. On a quarterly basis, the Company evaluates
aged items in the accounts receivable aging report and provides an allowance in an amount the Company deems adequate for
doubtful accounts. 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.
52
Table of Contents
Cost of Sales
SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Cost of sales primarily consists of the costs of materials, contract manufacturing, in-bound shipping, personnel and
related expenses, equipment and facility expenses, warranty costs and provision for lower of cost or market and excess and
obsolete inventory.
Product Warranties
The Company provides warranties against any defective products which range from 15 to 39 months. The Company
accrues for estimated returns of defective products at the time revenue is recognized, based on historical warranty experience
and recent trends. The Company monitors warranty obligations and may make revisions to its 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. The Company’s estimates and assumptions used have been
historically close to actual. If in future periods, the Company experiences or anticipates an increase or decrease in warranty
claims as a result of new product introductions or changes in unit volumes compared with its historical experience, or if the
cost of servicing warranty claims is greater or lesser than expected, the Company intends to adjust its estimates appropriately.
The following table presents for the years ended June 30, 2013, 2012 and 2011, the reconciliation of the changes in accrued
warranty costs which is included as a component of accrued liabilities (in thousands):
Balance, beginning of year
Provision for warranty
Costs charged to accrual
Change in estimated liability for pre-existing warranties
Balance, end of year
Software Development Costs
2013
5,522
13,438
(12,487)
(1)
6,472
$
$
$
$
June 30,
2012
4,710
12,226
(12,127)
713
5,522
$
$
2011
4,564
9,606
(8,518)
(942)
4,710
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 issuance 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 consist 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 are recorded as a reduction of research and development expenses
and were $2,112,000, $2,866,000 and $3,354,000 for the years ended June 30, 2013, 2012 and 2011, respectively.
Cooperative Marketing Arrangements
The Company has arrangements with resellers of its products to reimburse the resellers for cooperative marketing
costs meeting specified criteria. The Company accrues the cooperative marketing costs based on these arrangements and its
estimate for resellers’ claims for marketing activities. The Company records marketing costs meeting such specified criteria
within sales and marketing expenses in the consolidated statements of operations. For those marketing costs that do not meet
the specified criteria, the amounts are recorded as a reduction to sales in the consolidated statements of operations.
Total cooperative marketing costs charged to sales and marketing expenses for the years ended June 30, 2013, 2012
and 2011, were $1,550,000, $2,529,000 and $2,092,000, respectively. Total amounts recorded as reductions to sales for the
years ended June 30, 2013, 2012 and 2011, were $2,610,000, $2,416,000 and $2,663,000, respectively.
53
Table of Contents
Advertising Costs
SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Advertising costs are expensed as incurred. Total advertising and promotional expenses, including cooperative
marketing payments, were $4,085,000, $4,382,000 and $3,670,000 for the years ended June 30, 2013, 2012 and 2011,
respectively.
Stock-Based Compensation
The Company measures and recognizes the compensation expense for all share-based awards made to employees and
non-employee members of the Board of Directors, including employee stock options and restricted stock awards, based on
estimated fair values. The Company is required to estimate the fair value of share-based awards on the date of grant. The
Company has estimated the fair value of stock options and restricted stock awards as of the date of grant using the Black-
Scholes option pricing model. The Black-Scholes model considers, among other factors, the expected life of the award, the
expected volatility of the Company's stock price and the expected dividend yield. The value of awards that are ultimately
expected to vest is recognized as an expense over the requisite service periods. Because share-based compensation expense is
based on awards ultimately expected to vest, it has been reduced for forfeitures.
Shipping and Handling Fees
The Company incurred shipping costs of $1,475,000, $1,776,000 and $1,046,000 for the years ended June 30, 2013,
2012 and 2011, 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.
The Company recognizes a tax liability for uncertain income tax positions on the income tax return based on the two-
step process. The first step is to determine whether it is more likely than not that each income tax position would be sustained
upon audit. The second step is to estimate and measure the tax benefit as the amount that has a greater than 50% likelihood of
being realized upon ultimate settlement with the tax authority. Estimating these amounts requires the Company to determine the
probability of various possible outcomes. The Company evaluates these uncertain tax positions on a quarterly basis. This
evaluation is based on the consideration of several factors, including changes in facts or circumstances, changes in applicable
tax law, settlement of issues under audit and new exposures. If the Company later determines that its exposure is lower or that
the liability is not sufficient to cover its revised expectations, the Company adjusts the liability and effects a related change in
its tax provision during the period in which the Company makes such determination.
Foreign Currency Translation
The functional currency of the Company’s international subsidiaries is the U.S. dollar. Assets and liabilities of the
Company's international subsidiaries that are denominated in the local currency are remeasured into U.S. dollars at period-end
exchange rates and revenue and expenses that are denominated in the local currency are remeasured into U.S. dollars at the
average exchange rates during the period. 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 Common Share
The Company’s restricted share awards subject to repurchase and settled in shares of common stock upon vesting have
the nonforfeitable right to receive dividends on an equal basis with common stock and therefore are considered participating
securities that must be included in the calculation of net income per share using the two-class method. Under the two-class
method, basic and diluted net income per common share is determined by calculating net income per share for common stock
and participating securities based on participation rights in undistributed earnings. Diluted net income per common share also
considers the dilutive effect of in-the-money stock options, calculated using the treasury stock method. Under the treasury stock
54
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SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
method, the amount of assumed proceeds from unexercised stock options includes the amount of compensation cost attributable
to future services not yet recognized, assumed proceeds from the exercise of the options, and the incremental income tax
benefit or liability as if the options were exercised during the period.
The computation of basic and diluted net income per common share using the two-class method is as follows (in
thousands, except per share amounts):
Basic net income per common share calculation
Net income
Less: Undistributed earnings allocated to participating securities
Net income attributable to common shares—basic
Weighted-average number of common shares used to compute basic net income
per common share
Basic net income per common share
Diluted net income per common share calculation
Net income
Less: Undistributed earnings allocated to participating securities
Net income attributable to common shares—diluted
Weighted-average number of common shares used to compute basic net income
per common share
Dilutive effect of options to purchase common stock
Weighted-average number of common shares used to compute diluted net income
per common share
Diluted net income per common share
$
$
$
$
$
$
Years Ended June 30,
2013
2012
2011
$
$
$
$
$
21,279
(106)
21,173
41,992
0.50
21,279
(101)
21,178
41,992
1,915
$
$
$
$
$
29,853
(280)
29,573
40,890
0.72
29,853
(260)
29,593
40,890
3,262
43,907
0.48
$
44,152
0.67
$
40,213
(645)
39,568
38,132
1.04
40,213
(581)
39,632
38,132
4,264
42,396
0.93
For the years ended June 30, 2013, 2012 and 2011, the Company had stock options outstanding that could potentially
dilute basic earnings per share in the future, but were excluded from the computation of diluted net income per share in the
periods presented, as their effect would have been anti-dilutive. The shares of common stock issuable upon exercise of such
anti-dilutive outstanding stock options were 6,241,000, 3,252,000 and 3,391,000 for the years ended June 30, 2013, 2012 and
2011, respectively.
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; international operations; dependence on key personnel; competition; intellectual property claims and litigation;
management of growth; and limited sources of supply.
Concentration of Supplier Risk
Certain 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. One supplier accounted for 21.9%, 21.7%, and 20.4% of total purchases for the years ended June 30, 2013, 2012 and
2011, respectively. Ablecom Technology, Inc., a related party of the Company as noted in Note 9 to the consolidated financial
statements, accounted for 18.9%, 19.5% and 19.5% of total purchases for the years ended June 30, 2013, 2012 and 2011,
respectively.
55
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SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Concentration of Credit Risk
Financial instruments which potentially subject the Company to concentration of credit risk consist primarily of cash
and cash equivalents and long-term investments and accounts receivable. No single customer accounted for 10% or more of net
sales in fiscal years 2013, 2012 and 2011. One customer accounted for 14.4% of accounts receivable as of June 30, 2013. No
customer accounted for 10% or more of accounts receivable as of June 30, 2012.
Adoption of New Accounting Pronouncements
In June 2011, the FASB issued amended authoritative guidance associated with comprehensive income, which requires
companies to present the total of comprehensive income, the components of net income, and the components of other
comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive
statements. This update eliminates the option to present the components of other comprehensive income as part of the statement
of changes in stockholders' equity. The Company has adopted the provisions of this standard on a retrospective basis. This
adoption did not have an impact on the Company's results of operations or financial position, but resulted in the presentation of
a separate consolidated statement of comprehensive income.
In February 2013, the FASB issued authoritative guidance associated with reporting of amounts reclassified out of
accumulated other comprehensive income, which requires companies to present significant reclassifications out of accumulated
other comprehensive income in their entirety in the statement of operations or in a separate footnote to the financial statements.
For amounts that are not required to be reclassified in their entirety to net income, the standard requires companies to cross-
reference to related footnoted disclosures. The new disclosure requirements are effective on a prospective basis for financial
statements issued for fiscal years, and interim periods within those years, beginning after December 15, 2012 and early
adoption is permitted. The adoption of this guidance will not have a material impact on the Company's results of operations or
financial position.
In July 2013, the FASB issued authoritative guidance associated with the presentation of unrecognized tax benefit
when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. It requires a liability related to
unrecognized tax benefit to offset a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit
carryforward if a settlement is required or expected in the event the uncertain tax position is disallowed. The Company early
adopted this presentation requirement in fiscal year 2013. The adoption of this guidance did not have a material impact on the
Company's results of operations or financial position.
Note 2.
Fair Value Disclosure
The financial assets of the Company measured at fair value on a recurring basis are included in cash equivalents and
long-term investments. The Company’s money market funds are classified within Level 1 of the fair value hierarchy which is
based on quoted market prices for the identical underlying securities in active markets. The Company’s long-term auction rate
securities investments are classified within Level 3 of the fair value hierarchy which did not have observable inputs for its
auction rate securities as of June 30, 2013 and 2012. Refer to Note 1 of Notes to Consolidated Financial Statements for a
discussion of the Company’s policies regarding the fair value hierarchy. The Company’s methodology for valuing these
investments is the discounted cash flow model and is described in Note 5 of Notes to Consolidated Financial Statements.
The following table sets forth the Company’s cash equivalents and long-term investments as of June 30, 2013 and
2012 which are measured at fair value on a recurring basis by level within the fair value hierarchy. These are classified based
on the lowest level of input that is significant to the fair value measurement, (in thousands):
56
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June 30, 2013
Money market funds
Auction rate securities
Total
June 30, 2012
Money market funds
Auction rate securities
Total
SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Level 1
Level 2
Level 3
Asset at
Fair Value
$
$
$
$
310
—
310
Level 1
411
—
411
$
$
$
$
— $
—
— $
— $
2,637
2,637
$
310
2,637
2,947
Level 2
Level 3
Asset at
Fair Value
— $
—
— $
— $
2,923
2,923
$
411
2,923
3,334
The above table excludes $92,495,000 and $80,415,000 of cash and $1,139,000 and $500,000 of certificates of deposit
held by the Company as of June 30, 2013 and 2012, respectively. There were no transfers between Level 1, Level 2 or Level 3
securities in fiscal year 2013 and 2012.
The following table provides a reconciliation of the Company’s financial assets measured at fair value on a recurring
basis, consisting of long-term auction rate securities, using significant unobservable inputs (Level 3) for fiscal year 2013 and
2012 (in thousands):
Balance as of beginning of year
Total realized gains or (losses) included in net income
Total unrealized gains or (losses) included in other comprehensive income
Sales and settlements at par
Transfers in and/or out of Level 3
Balance as of end of year
June 30,
2013
2012
2,923
—
14
(300)
—
2,637
$
$
5,188
—
210
(2,475)
—
2,923
$
$
The following is a summary of the Company’s long-term investments as of June 30, 2013 and 2012 (in thousands):
Auction rate securities
$
2,750
$
— $
(113) $
2,637
June 30, 2013
Gross
Unrealized
Holding
Gains
Gross
Unrealized
Holding
Losses
Amortized
Cost
Fair Value
June 30, 2012
Gross
Unrealized
Holding
Gains
Gross
Unrealized
Holding
Losses
Amortized
Cost
Fair Value
Auction rate securities
$
3,050
$
— $
(127) $
2,923
The Company measures the fair value of outstanding debt for disclosure purposes on a recurring basis. As of June 30,
2013 and 2012, short-term and long-term debt of $35,171,000 and $32,757,000, respectively, are reported at amortized cost.
This outstanding debt is classified as Level 2 as they are not actively traded and are valued using a discounted cash flow model
that uses observable market inputs. Based on the discounted cash flow model, the fair value of the outstanding debt
approximates amortized cost.
57
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SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note 3.
Accounts Receivable Allowances
The Company has established 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 return 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, 2013, 2012 and 2011, consisted of the following (in thousands):
Beginning
Balance
Charged to
Cost and
Expenses
Deductions
Ending
Balance
Allowance for doubtful accounts:
Year ended June 30, 2013
Year ended June 30, 2012
Year ended June 30, 2011
Allowance for sales returns
Year ended June 30, 2013
Year ended June 30, 2012
Year ended June 30, 2011
Note 4.
Inventory
$
$
$
$
777
738
842
329
324
368
929
217
499
7,463
6,997
6,624
Inventory as of June 30, 2013 and 2012 consisted of the following (in thousands):
Finished goods
Work in process
Purchased parts and raw materials
Total inventory
Note 5.
Long-term Investments
$
$
$
$
(144) $
(178)
(603)
1,562
777
738
(7,388) $
(6,992)
(6,668)
404
329
324
June 30,
2013
185,459
10,440
58,271
254,170
$
$
2012
203,498
10,252
62,849
276,599
As of June 30, 2013 and 2012, the Company held $2,637,000 and $2,923,000, respectively, of auction-rate securities
(“auction rate securities”), net of unrealized losses, representing its interest in auction rate preferred shares in a closed end
mutual fund invested in municipal securities; such auction rate securities were rated AAA or AA2 at June 30, 2013 and CAA3
at June 30, 2012. These auction rate preferred shares have no stated maturity date.
During February 2008, the auctions for these auction rate securities began to fail to obtain sufficient bids to establish a
clearing rate and the securities were not saleable in the auction, thereby losing the short-term liquidity previously provided by
the auction process. As a result, as of June 30, 2013 and 2012, $2,637,000 and $2,923,000 of these auction rate securities have
been classified as long-term available-for-sale investments, respectively.
The Company has used a discounted cash flow model to estimate the fair value of the auction rate securities as of
June 30, 2013 and 2012. The material factors used in preparing the discounted cash flow model are i) the discount rate utilized
to present value the cash flows, ii) the time period until redemption and iii) the estimated rate of return. As of June 30, 2013,
the discount rate, the time period until redemption and the estimated rate of return were 1.82%, 3 years and 0.41%, respectively.
Management derives the estimates by obtaining input from market data on the applicable discount rate, estimated time to
redemption and estimated rate of return. The changes in fair value have been primarily due to changes in the estimated rate of
return and a change in the estimated redemption period. The fair value of the Company's investment portfolio may change
between 1% to 3% by increasing or decreasing the rate of return used by 1% or by increasing or decreasing the term used by 1
year. Changes in these estimates or in the market conditions for these investments are likely in the future based upon the then
current market conditions for these investments and may affect the fair value of these investments. On a quarterly basis, the
58
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SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Company reviews the inputs to assess their continued appropriateness and consistency. If any significant differences were to be
noted, they would be researched in order to determine the reason. However, historically, no significant differences have been
noted. The Company has consistently applied these valuation techniques in all periods presented and believes it has obtained
the most accurate information available for the auction rate securities. Movement of these inputs would not significantly impact
the fair value of the auction rate securities.
Based on this assessment of fair value, the Company determined there was a recovery in fair value of its auction rate
securities of $14,000 and $210,000 during the year ended June 30, 2013 and 2012, respectively. There was a cumulative total
decline of $113,000 and $127,000 as of June 30, 2013 and 2012, respectively. That amount has been recorded as a component
of other comprehensive income. As of June 30, 2013 and 2012, the Company has recorded an accumulated unrealized loss of
$68,000 and $76,000, respectively, net of deferred income taxes, on long-term auction rate securities. The Company deems this
loss to be temporary as it will not likely be required to sell the securities before their anticipated recovery and the Company has
the intent and financial ability to hold these investments until recovery of cost.
Although the investment impairment is considered to be temporary, these investments are not currently liquid and in
the event the Company needs to access these funds, the Company will not be able to do so without a loss of principal. The
Company plans to continue to monitor the liquidity situation in the marketplace and the creditworthiness of its holdings and
will perform periodic impairment analysis. In fiscal year 2013, 2012 and 2011, $300,000, $2,475,000 and $1,500,000 of
auction rate securities were redeemed at par, respectively.
Note 6.
Property, Plant, and Equipment
Property, plant and equipment as of June 30, 2013 and 2012 consisted of the following (in thousands):
Land
Buildings
Building and leasehold improvements
Machinery and equipment
Furniture and fixtures
Purchased software
Accumulated depreciation and amortization
Property, plant and equipment, net
Note 7.
Accrued Liabilities
Accrued liabilities as of June 30, 2013 and 2012 consisted of the following (in thousands):
June 30,
2013
41,774
43,979
7,483
26,941
4,731
5,380
130,288
(34,376)
95,912
$
$
2012
41,709
43,983
6,780
22,629
4,449
4,794
124,344
(26,925)
97,419
$
$
Accrued payroll and related expenses
Customer prepayments
Accrued warranty costs
Accrued cooperative marketing expenses
Others
Total accrued liabilities
59
June 30,
2013
2012
$
12,084
$
10,048
4,134
6,472
4,016
7,416
4,502
5,522
4,647
5,682
$
34,122
$
30,401
Table of Contents
SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note 8.
Short-term and Long-term Obligations
Short-term and long-term obligations as of June 30, 2013 and 2012 consisted of the following (in thousands):
Lines of credit:
Bank of America
China Trust Bank
Total line of credit
Building term loans:
Bank of America
China Trust Bank
Total building term loans
Total debt
Current portion
Long-term portion
June 30,
2013
2012
$
$
$
10,899
—
10,899
9,333
14,939
24,272
35,171
(28,638)
6,533
$
10,562
10,062
20,624
12,133
—
12,133
32,757
(13,362)
19,395
Activities under Revolving Lines of Credit and Term Loans
Bank of America
In October 2011, the Company entered into an amendment to the existing credit agreement with Bank of America
which provided for (i) a $40,000,000 revolving line of credit facility that matured on June 15, 2013 and (ii) a five-year
$14,000,000 term loan facility. The term loan is secured by the three buildings purchased in San Jose, California in June 2010
and the principal and interest are payable monthly through September 30, 2016 with an interest rate at the LIBOR rate plus
1.50% per annum. In June and August 2013, the Company extended the revolving line of credit to mature on August and
September 15, 2013, respectively, and the Company is currently negotiating with Bank of America to renew the revolving
line of credit.
The line of credit facility provides for borrowings denominated both in U.S. dollars and in Taiwanese dollars. For
borrowings denominated in U.S. dollars, the interest rate for the revolving line of credit is at the LIBOR rate plus 1.25% per
annum. The LIBOR rate was 0.19% at June 30, 2013. For borrowings denominated in Taiwanese dollars, the interest rate is
equal to the lender's established interest rate which is adjusted monthly.
As of June 30, 2013 and 2012, the total outstanding borrowings under the Bank of America term loan was
$9,333,000 and $12,133,000, respectively. The total outstanding borrowings under the Bank of America line of credit was
$10,899,000 and $10,562,000 as of June 30, 2013 and 2012, respectively. The interest rates for these loans ranged from
1.23% to 1.69% per annum at June 30, 2013 and from 1.29% to 1.81% per annum at June 30, 2012, respectively. As of
June 30, 2013, the unused revolving line of credit with Bank of America was $29,101,000.
China Trust Bank
In October 2011, the Company obtained an unsecured revolving line of credit from China Trust Bank totaling NT
$300,000,000 Taiwanese dollars or $9,898,000 U.S. dollars equivalents. In July 2012, the Company increased the credit
facility to NT$450,000,000 Taiwanese dollars or $14,912,000 U.S. dollars equivalents. The credit facility provides for a one-
year term loan and in July 2013, the Company extended the credit facility to mature on September 30, 2013. The term loan is
secured by the land and building located in Bade, Taiwan with an interest rate at the lender's established interest rate plus
0.30% which is adjusted monthly. The total outstanding borrowings under the China Trust Bank term loan was denominated
in Taiwanese dollars and was translated into U.S. dollars of $14,939,000 and $10,062,000, with an interest rate at 1.20% and
1.41% per annum at June 30, 2013 and 2012, respectively. The Company is currently negotiating with China Trust Bank to
renew the loan.
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SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Covenant Compliance
The credit agreement with Bank of America contains customary representations and warranties and customary
affirmative and negative covenants applicable to the Company and its subsidiaries. The credit agreement contains certain
financial covenants, including the following:
• Not to incur on a consolidated basis, a net loss before taxes and extraordinary items in any two
consecutive quarterly accounting periods;
• The Company’s funded debt to EBITDA ratio (ratio of all outstanding liabilities for borrowed money and
other interest-bearing liabilities, including current and long-term debt, less the non-current portion of
subordinated liabilities to EBITDA) shall not be greater than 2.00;
• The Company’s unencumbered liquid assets, as defined in the agreement, held in the United States shall
have an aggregate market value of not less than $30,000,000.
As of June 30, 2013 and 2012, the total assets of $586,742,000 and $571,060,000, respectively collateralized the
line of credit with Bank of America and were all of the assets of the Company except for the three buildings purchased in San
Jose, California in June 2010 and the land and building located in Bade, Taiwan, As of June 30, 2013 and 2012, total assets
collateralizing the term loan with Bank of America were $17,813,000 and $18,043,000. As of June 30, 2013, the Company
was in compliance with all financial covenants associated with the credit agreement with Bank of America.
As of June 30, 2013, the land and building located in Bade, Taiwan collateralizing the term loan with China Trust
Bank was $27,702,000. There are no financial covenants associated with the term loan with China Trust Bank at June 30,
2013.
Debt Maturities
The following table as of June 30, 2013, summarizes future minimum principal payments on the Company’s debts
excluding capital leases (in thousands):
Fiscal Years Ending June 30,
2014
2015
2016
2017
2018
Thereafter
Total
$
$
28,638
2,800
2,800
933
—
—
35,171
Note 9.
Related-party and Other Transactions
Ablecom Technology Inc.—Ablecom, a Taiwan corporation, together with one of its subsidiaries, Compuware
(collectively “Ablecom”), is one of the Company’s major contract manufacturers. Ablecom’s ownership of Compuware is
below 50% but Compuware remains a related party as Ablecom still has significant influence over the operations. 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. Ablecom owns approximately 1.0% of the Company’s common stock. Charles Liang and
his wife, also an officer of the Company, collectively own approximately 10.5% of Ablecom, while Steve Liang and other
family members own approximately 35.9% of Ablecom at June 30, 2013.
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. Ablecom agrees to design products
according to the Company’s specifications. Additionally, Ablecom agrees to build the tools needed to manufacture the products.
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SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The Company has agreed to pay for Ablecom's cost of chassis and related product tooling and engineering services and will pay
for those items when the work has been completed.
Under the distribution agreement, Ablecom purchases server products from the Company for distribution in Taiwan.
The Company believes that 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. For fiscal year 2013, 2012 and 2011, the Company purchased products from Ablecom totaling
$179,735,000, $168,744,000 and $155,430,000, respectively. For fiscal year 2013, 2012 and 2011, the Company sold products
to Ablecom totaling $13,805,000, $12,229,000 and $11,017,000, respectively.
Amounts owed to the Company by Ablecom as of June 30, 2013 and 2012, were $974,000 and $1,036,000,
respectively. Amounts owed to Ablecom by the Company as of June 30, 2013 and 2012, were $50,448,000 and $51,470,000,
respectively. In fiscal year 2013, the Company paid Ablecom the majority of invoiced dollars between 67 and 95 days of
invoice date. For the years ended June 30, 2013, 2012 and 2011, the Company received $124,000, $249,000 and $55,000,
respectively, from Ablecom for penalty charges for assessments relating to delayed deliveries or quality issues, and paid
$5,076,000, $5,042,000 and $4,052,000, respectively, for tooling assets and miscellaneous costs to Ablecom.
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 $53,684,000 and $63,151,000 at June 30, 2013
and 2012, respectively, representing the maximum exposure to loss relating to (a) above. The Company does not have any
direct or indirect guarantees of losses of Ablecom.
In fiscal year 2011, Ablecom paid for a land deposit in Taiwan on behalf of the Company in the amount of $4,510,000
which the Company repaid Ablecom in March 2011. The amount paid to Ablecom of $4,510,000 represented Ablecom’s cost
and the fair market value of the land.
In May 2012, the Company and Ablecom jointly established Super Micro Business Park, Inc. ("Management
Company") in Taiwan to manage the common areas shared by the Company and Ablecom for their separately constructed
manufacturing facilities. Each company contributed $168,000 and own 50% of the Management Company. Although the
operations of the Management Company are independent of the Company, through governance rights, the Company has the
ability to direct the Management Company's business strategies. Therefore, the Company has concluded that the Management
Company is a variable interest entity of the Company as the Company is the primary beneficiary of the Management Company.
The accounts of the Management Company are consolidated with the accounts of the Company, and a noncontrolling interest
has been recorded for the Ablecom's interests in the net assets and operations of the Management Company. The Management
Company had no business operations as of June 30, 2012. In fiscal year 2013, $13,000 of net income attributable to Ablecom's
interest was included in the Company's general and administrative expenses in the consolidated statements of operations.
Note 10.
Stock-based Compensation and Stockholders’ Equity
Equity Incentive Plan
In January 2011, the Board of Directors approved an amendment to the 2006 Equity Incentive Plan (the “2006 Plan”)
that increased by 2,000,000 the aggregate maximum number of shares that may be issued under the 2006 Plan. The amendment
to the 2006 Plan was approved by the Company’s stockholders in February 2011. The authorized number of shares that may be
issued under the 2006 Plan automatically increases on July 1 each year through 2016, by an amount equal to (a) 3.0% 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 exercise price per share for incentive stock options granted to employees owning shares representing more than
10% of the Company at the time of grant cannot be less than 110% of the fair value. Nonqualified stock options and incentive
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. The 2006 Plan is the successor equity incentive plan to the Company's 1998 Stock Option Plan.
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SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
As of June 30, 2013, the Company had 635,134 authorized shares available for future issuance under all of its equity
incentive plans.
Restricted Stock Awards
Restricted stock awards are share awards that provide the rights to a set number of shares of the Company’s stock on
the grant date. In August 2008, the Compensation Committee of the Board of Directors of the Company (the “Committee”)
approved the terms of an agreement (the “Option Exercise Agreement”) with Charles Liang, a director and President and Chief
Executive Officer of the Company, pursuant to which Mr. Liang exercised a fully vested option previously granted to him for
the purchase of 925,000 shares. The option was exercised using a “net-exercise” procedure in which he was issued a number of
shares representing the spread between the option exercise price and the then current market value of the shares subject to the
option (898,205 shares based upon the market value as of the date of exercise). The shares issued upon exercise of the option
are subject to vesting over five years. Vesting of the shares subject to the award may accelerate in certain circumstances
pursuant to the terms of the Option Exercise Agreement. The Company determined that there is no incremental fair value of the
option exchanged for the award. 718,564 and 538,923 shares were vested as of June 30, 2013 and 2012, respectively.
In November 2008, the Committee approved the terms of an Option Exercise Agreement with Chiu-Chu Liang, a
director and Vice President of Operations & Treasurer of the Company and Shiow-Meei Liaw, Senior Warehouse Manager of
the Company, pursuant to which they exercised fully vested options previously granted to them for the purchase of 185,263 and
92,631 shares, respectively. They exercised the options using a “net-exercise” procedure in which they were issued a number of
shares representing the spread between the option exercise price and the then current market value of the shares subject to the
option (182,611 and 91,305 shares, respectively, based upon the market value as of the date of exercise). The shares issued
upon exercise of the options are subject to vesting over two years. Vesting of the shares subject to the awards may accelerate in
certain circumstances pursuant to the terms of the applicable Option Exercise Agreement. The Company determined that there
is no incremental fair value of the option exchanged for the awards. The awards were fully vested as of June 30, 2012.
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 for the stock options granted prior to June 30, 2011. For stock options granted after June 30, 2011, the
expected term is based on a combination of the Company's peer group and the Company's historical experience.
Expected Volatility—Expected volatility is based on a combination of the implied and historical volatility for its peer
group and the Company’s historical volatility for the stock options granted prior to September 30, 2009. For stock options
granted after September 30, 2009, expected volatility is based solely on the Company’s historical volatility.
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 years ended June 30, 2013, 2012 and 2011 was estimated on the date of
grant using the Black-Scholes option pricing model with the following assumptions:
63
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SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Risk-free interest rate
Expected life
Dividend yield
Volatility
Weighted-average fair value
2013
0.65% - 0.90%
5.03 - 5.15 years
—%
51.27% - 51.76%
Years Ended June 30,
2012
0.83% - 1.32%
5.01 - 5.04 years
—%
45.62% - 53.72%
2011
1.01% - 2.12%
4.33 - 4.45 years
—%
54.50% - 57.02%
$
4.53
$
7.15
$
6.43
The following table shows total stock-based compensation expense included in the consolidated statements of
operations for the years ended June 30, 2013, 2012 and 2011 (in thousands).
Cost of sales
Research and development
Sales and marketing
General and administrative
Stock-based compensation expense before taxes
Income tax impact
Stock-based compensation expense, net
Years Ended June 30,
2013
2012
2011
$
$
953
6,527
1,541
2,340
11,361
(548)
10,813
$
$
783
5,542
1,469
2,458
10,252
(1,582)
8,670
$
$
812
4,077
1,077
2,090
8,056
(1,412)
6,644
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) issued or modified since July 1, 2006 are
classified as cash from financing activities. Excess tax benefits for stock options issued prior to July 1, 2006 are classified as
cash from operating activities. The Company had $1,734,000, $3,421,000 and $12,440,000 of excess tax benefits accounted in
the Company’s additional paid-in capital in the year ended June 30, 2013, 2012 and 2011, respectively. The Company had
excess tax benefits that are classified as cash from financing activities of $865,000, $2,047,000 and $2,401,000 in the year
ended June 30, 2013, 2012 and 2011, respectively, for options issued since July 1, 2006. Excess tax benefits for stock options
issued prior to July 1, 2006 continue to be classified as cash from operating activities.
64
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Stock Option Activity
SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table summarizes stock option activity during the years ended June 30, 2013, 2012 and 2011 under all
stock option plans:
Balance as of June 30, 2010 (8,264,920 shares
exercisable at weighted average exercise price of
$5.00 per share)
Granted (weighted average fair value of $6.43)
Exercised
Forfeited
Balance as of June 30, 2011 (6,617,414 shares
exercisable at weighted average exercise price of
$7.18 per share)
Granted (weighted average fair value of $7.15)
Exercised
Forfeited
Balance as of June 30, 2012 (7,410,152 shares
exercisable at weighted average exercise price of
$8.25 per share)
Granted (weighted average fair value of $4.53)
Exercised
Forfeited
Balance as of June 30, 2013
Options
Outstanding
12,124,945
$
2,172,920
(3,560,570)
(256,510)
10,480,785
2,381,700
(1,211,070)
(349,187)
11,302,228
1,952,270
(612,034)
(436,286)
12,206,178
Weighted
Average
Exercise
Price per
Share
Weighted
Average
Remaining
Contractual
Term
(in Years)
Aggregate
Intrinsic
Value
(in thousands)
6.34
14.02
3.27
10.85
8.86
15.89
7.06
14.60
10.36
11.83
3.01
14.01
10.83
10.76
9.66
6.23
6.14
5.25
$
$
$
22,631
22,480
21,613
$
$
$
Options vested and expected to vest at June 30, 2013
11,835,275
Options vested and exercisable at June 30, 2013
8,731,818
The total pretax intrinsic value of options exercised during the years ended June 30, 2013, 2012 and 2011 was
$4,614,000, $11,589,000 and $42,630,000, respectively. In fiscal year 2011, 961,000 shares of non-qualified expiring stock
options were net-share exercised such that the Company withheld 413,906 shares with value equivalent to the officers’
minimum statutory obligation for the applicable income and other employment taxes, and remitted the cash to the appropriate
taxing authorities. The total shares withheld for taxes were based on the value of the option exercised as determined by the
Company’s closing stock price. The payments for the employees’ tax obligations to the taxing authorities were $6,990,000 in
fiscal year 2011 and are reflected as a financing activity within the Consolidated Statements of Cash Flows. These net-share
settlements had the effect of share repurchases by the Company as they reduced and retired the number of shares that would
have otherwise been issued as a result of the exercising and did not represent an expense to the Company.
As of June 30, 2013, 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 $19,228,000, which will be recognized over a
weighted-average vesting period of approximately 2.41 years.
65
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SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Additional information regarding options outstanding as of June 30, 2013, is as follows:
Range of
Exercise Prices
$1.93 - 3.25
3.50 - 6.14
6.21 - 8.36
8.47 - 10.03
10.19 - 10.68
11.81 - 12.92
13.61 - 13.89
15.22 - 17.29
17.69 - 18.89
20.70
$1.93 - $20.70
Options Outstanding
Options Vested and Exercisable
Weighted-
Average
Remaining
Contractual
Term (Years)
1.43
5.35
5.02
7.40
6.73
7.89
5.75
8.44
7.35
9.56
6.23
$
$
Weighted-
Average
Exercise
Price Per
Share
2.87
5.59
7.97
9.33
10.56
12.48
13.74
16.42
18.69
20.70
10.83
Weighted-
Average
Exercise
Price Per
Share
2.87
5.59
7.96
9.20
10.61
12.41
13.76
16.28
18.71
—
9.66
Number
Exercisable
1,344,295
1,286,426
1,403,341
593,876
1,104,195
755,277
962,307
697,819
584,282
—
8,731,818
$
$
Number
Outstanding
1,344,295
1,286,559
1,433,608
1,312,445
1,507,425
1,371,674
1,222,339
1,653,285
843,288
231,260
12,206,178
Restricted Stock Award Activity
The following table summarizes the Company’s restricted stock award activity for the year ended June 30, 2013, 2012
and 2011:
Nonvested stock at June 30, 2010
Granted
Vested
Forfeited
Nonvested stock at June 30, 2011
Granted
Vested
Forfeited
Nonvested stock at June 30, 2012
Granted
Vested
Forfeited
Nonvested stock at June 30, 2013
Restricted Stock Awards
Weighted
Average
Grant Date
Fair Value
Per Share
9.79
—
8.32
—
10.66
17.29
10.66
—
10.72
—
10.79
—
10.66
Number
of Shares
855,523
—
(316,600)
—
538,923
3,500
(179,641)
—
362,782
—
(183,141)
—
179,641
$
$
The total pretax intrinsic value of restricted stock awards vested was $2,225,000, $2,375,000 and $3,066,000 for the
years ended June 30, 2013, 2012 and 2011, respectively. In fiscal year 2013, 2012 and 2011, upon vesting, 183,141, 179,641
and 316,600 shares of restricted stock awards were net share-settled such that the Company withheld 85,091, 83,857 and
147,977 shares with value equivalent to the officers' minimum statutory obligation for the applicable income and other
employment taxes, and remitted the cash to the appropriate taxing authorities, respectively. The total shares withheld were
based on the value of the restricted stock awards on their vesting date as determined by the Company’s closing stock price.
Total payments for the officer's tax obligations to the taxing authorities were $1,034,000, $1,109,000 and $1,434,000 in fiscal
year 2013, 2012 and 2011, respectively, and are reflected as a financing activity within the Consolidated Statements of Cash
66
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SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Flows. These net-share settlements had the effect of share repurchases by the Company as they reduced and retired the number
of shares that would have otherwise been issued as a result of the vesting and did not represent an expense to the Company.
The total intrinsic value of the outstanding restricted stock awards was $1,911,000 as of June 30, 2013. There is no
incremental fair value to be recognized as compensation expense in connection with the unvested restricted stock awards of
179,641 shares.
Note 11.
Income Taxes
The components of income before income tax provision for the years ended June 30, 2013, 2012 and 2011 are as
follows (in thousands):
United States
Foreign
Income before income tax provision
Years Ended June 30,
2013
14,102
12,494
26,596
$
$
2012
41,540
3,811
45,351
$
$
2011
53,187
4,886
58,073
$
$
The income tax provision for the years ended June 30, 2013, 2012 and 2011, consists of the following (in thousands):
Current:
Federal
State
Foreign
Deferred:
Federal
State
Income tax provision
Years Ended June 30,
2013
2012
2011
$
$
7,904
684
3,806
12,394
(5,984)
(1,093)
(7,077)
5,317
$
$
17,210
817
1,206
19,233
(2,862)
(873)
(3,735)
15,498
$
$
16,240
313
816
17,369
304
187
491
17,860
The Company’s net deferred tax assets as of June 30, 2013 and 2012, consist of the following (in thousands):
Warranty accrual
Marketing fund accrual
Inventory valuation
Stock-based compensation
Research and development credit
Other
Total deferred income tax assets
Deferred tax liabilities-depreciation and other
Deferred income tax assets-net
67
June 30,
2013
2012
$
$
2,204
795
10,313
3,889
1,906
4,216
23,323
(262)
23,061
$
$
1,971
1,324
7,990
3,122
1,364
2,656
18,427
(2,336)
16,091
Table of Contents
SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The cumulative undistributed earnings of our foreign subsidiaries of $12,051,000 at June 30, 2013 are considered to be
indefinitely reinvested and accordingly, no provisions for federal and state income taxes have been provided thereon. The
Company determined that the calculation of the amount of unrecognized deferred tax liability related to these cumulative
unremitted earnings was not practicable. 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 stock option transactions of $1,734,000, $3,421,000 and $12,440,000 were credited
to stockholders’ equity in the years ended June 30, 2013, 2012 and 2011, respectively.
The following is a reconciliation for the years ended June 30, 2013, 2012 and 2011, of the statutory rate to the
Company’s effective federal tax rate:
Tax at statutory rate
State income tax, net of federal tax benefit
Foreign tax rate differences
Research and development tax credit
Qualified production activity deduction
Stock based compensation
Uncertain tax positions
Subpart F income inclusion
Foreign withholding tax
Federal tax return to provision adjustment
Other
Effective tax rate
Years Ended June 30,
2013
2012
2011
35.0%
3.8
(6.7)
(14.4)
(2.9)
13.5
(11.0)
(3.8)
5.5
(3.9)
4.9
20.0%
35.0%
2.5
(1.0)
(5.7)
(2.4)
6.2
(0.5)
(0.6)
2.0
(0.2)
(1.1)
34.2%
35.0%
4.4
(1.1)
(8.7)
(1.0)
3.8
(0.6)
0.2
0.2
(0.1)
(1.3)
30.8%
As of June 30, 2013, the Company had state research and development tax credit carryforwards of $6,757,000. The
state research and development tax credits will carryforward to offset future state income taxes. $3,825,000 of the state research
and development tax credit carryforwards were attributable to excess tax deductions from stock options exercises, and were not
included in the deferred tax assets shown above. The benefit of these carryforwards will be credited to equity when realized.
In January 2013, the American Taxpayer Relief Act of 2012 reinstated the U.S. federal R&D tax credit for two years to
December 31, 2013, retroactive to January 1, 2012. As a result, during fiscal year 2013, the Company recognized a total tax
benefit of $3,708,000, of which $1,455,000 related to fiscal year 2012.
68
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SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
The following table summarizes the activity related to the unrecognized tax benefits (in thousands):
Balance at June 30, 2010
Gross increases:
For current year’s tax positions
For prior years’ tax positions
Gross decreases:
Settlements and releases due to the lapse of statutes of limitations
For prior year' tax positions
Balance at June 30, 2011
Gross increases:
For current year’s tax positions
For prior years’ tax positions
Gross decreases:
Settlements and releases due to the lapse of statutes of limitations
For prior years’ tax positions
Balance at June 30, 2012
Gross increases:
For current year’s tax positions
For prior years’ tax positions
Gross decreases:
Settlements and releases due to the lapse of statutes of limitations
For prior years’ tax positions
Balance at June 30, 2013
__________________________
*
excludes interest, penalties, federal benefit of state reserves
Gross*
Unrecognized
Income Tax
Benefits
5,829
2,010
216
(1,108)
(398)
6,549
1,302
501
(225)
(102)
8,025
2,044
490
(2,470)
—
8,089
$
$
In March 2013, the Internal Revenue Service and the Company agreed to all outstanding items related to the audit of
the Company's federal income tax returns for the fiscal years ended June 30, 2008 through June 30, 2010. As a result of the
resolution, the Company recognized a net benefit to the provision for income taxes of $2,017,000, which included a reduction
in interest expense of $266,000.
The total amount of unrecognized tax benefits that would affect the effective tax rate, if recognized, is $6,499,000 and
$6,724,000 as of June 30, 2013 and 2012, respectively. In fiscal year 2013, the liability for gross unrecognized tax benefit was
reduced by $2,470,000 primarily due to the IRS audit settlement and lapse of statute of limitations in foreign jurisdictions.
The Company’s policy is to include interest and penalties related to unrecognized tax benefits within the provision for
taxes on the consolidated statements of operations. As of June 30, 2013 and 2012, the Company had accrued $797,000 and
$889,000 for the payment of interest and penalties relating to unrecognized tax benefits, respectively. During fiscal year 2013,
2012 and 2011, there was no material change in the total amount of the liability for accrued interest and penalties related to the
unrecognized tax benefits.
The Company is subject to U.S. federal income tax as well as income taxes in many state and foreign jurisdictions.
The statutes of limitation in federal jurisdiction remain open in general for tax years 2010 through 2013. The state jurisdictions
remain open in general for tax years 2008 through 2013. In June 2013, the Company received a notice from the state of
California for the commencement of a pre-examination of its California state tax returns for the fiscal years ended June 30,
2008 through June 30, 2010. The Company does not expect its unrecognized tax benefits to change materially over the next 12
months. The major foreign jurisdictions remain open for examination in general for tax years 2006 through 2013.
69
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SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
Note 12.
Commitments and Contingencies
Litigation and Claims— The Company is involved in various legal proceedings arising from the normal course of
business activities. The Company defends itself vigorously against any such claims. In management’s opinion, the resolution of
any matters will not have a material adverse effect on the Company’s consolidated financial condition, results of operations or
liquidity.
Purchase Commitments— The Company has agreements to purchase certain units of inventory and non-inventory
items through fiscal year 2015. As of June 30, 2013, these remaining non-cancellable commitments were $249,005,000, which
have terms expiring through September 2015.
Included in the above non-cancellable commitments are hard disk drive purchase commitments totaling approximately
$132,064,000, which will be paid through December 2014. In May 2013, the Company entered into an amendment to the
purchase agreement, which decreases its hard disk drive purchase commitments and extends the terms to December 2014. The
Company entered into purchase agreements with selected suppliers of hard disk drives in order to ensure continuity of supply
for these components. The agreements provide for some variation in the amount of units the Company is required to purchase
and the suppliers may modify the purchase price for these components due to significant changes in market or component
supply conditions. Product mix for these components may be negotiated quarterly and the purchase price for these components
will be reviewed quarterly with the suppliers. The Company has been negotiating the purchase price with the suppliers on an
ongoing basis based upon market rates.
Lease Commitments—The Company leases offices and 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, 2014
Year ending June 30, 2015
Year ending June 30, 2016
Year ending June 30, 2017
Year ending June 30, 2018
Thereafter
Total minimum lease payments
Less: Amounts representing interest
Present value of minimum lease payments
Less: Long-term portion
Current portion
Balance as of
Capital
Leases
Operating
Leases
3,066
2,785
923
108
—
—
6,882
$
$
$
$
37
27
24
22
15
—
125
22
103
28
75
Rent expense for the years ended June 30, 2013, 2012 and 2011, was $3,345,000, $3,444,000 and $3,084,000,
respectively.
Note 13.
Retirement Plan
The Company sponsors a 401(k) savings plan for eligible U.S. 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, 2013, 2012 and
2011.
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 defined contribution plan. The Company has agreed to match 10% of the amount that is
deducted monthly from employees’ wages. Similar to contributions into a 401(k) plan, the Company's obligation is limited to
the contributions made to the contribution plan. Investment risk and investment rewards are assumed by the employees and not
70
Table of Contents
SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
by the Company. For the years ended June 30, 2013, 2012 and 2011, the Company’s matching contribution was $133,000,
$115,000 and $93,000, respectively.
The Company maintains a defined benefit pension plan of Super Micro Computer, Taiwan that covers all eligible
employees within Taiwan. Pension plan benefits are based primarily on participants’ compensation and years of service credited
as specified under the terms of Taiwan’s plan. The funding policy is consistent with the local requirements of Taiwan. The
Company's obligation is limited to the contributions made to the pension plan. Plan assets of the funded defined benefit pension
plan are deposited into a government-managed account in which the Company has no control over investment strategy. For the
years ended June 30, 2013, 2012 and 2011, the Company’s contribution was $660,000, $509,000 and $350,000, respectively.
Note 14.
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 and region to which the products were shipped. The following is a
summary for the years ended June 30, 2013, 2012 and 2011, of net sales by geographic region (in thousands):
Net sales:
United States
Europe
Asia
Other
Years Ended June 30,
2013
2012
2011
$
629,869
265,635
237,798
29,259
$ 1,162,561
$
589,709
221,373
175,980
26,812
$ 1,013,874
$
$
549,755
201,518
159,457
31,852
942,582
The following is a summary of long-lived assets, excluding financial instruments, deferred tax assets, other assets,
goodwill and intangible assets (in thousands):
Long-lived assets:
United States
Asia
Europe
June 30,
2013
2012
$
$
61,976
33,500
436
95,912
$
$
63,709
33,257
453
97,419
The following is a summary of net sales by product type (in thousands):
Server systems
Subsystems and accessories
Total
2013
Years Ended June 30,
2012
2011
Amount
$
501,868
660,693
$ 1,162,561
Percent of
Net Sales
Amount
Percent of
Net Sales
Amount
Percent of
Net Sales
447,000
43.2% $
56.8%
566,874
100.0% $ 1,013,874
44.1% $
55.9%
100.0% $
351,282
591,300
942,582
37.3%
62.7%
100.0%
Subsystems and accessories are comprised of serverboards, chassis and accessories. Server systems constitute an
assembly of subsystems and accessories done by the Company. No customer represented greater than 10% of the Company’s
total net sales nor did net sales in any country other than the United States represent greater than 10% of the Company’s total
71
Table of Contents
SUPER MICRO COMPUTER, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
net sales for any of the years ended June 30, 2013, 2012 and 2011. One customer accounted for 14.4% of the Company's
accounts receivable as of June 30, 2013. No customer accounted for 10% or more of the Company's accounts receivable as of
June 30, 2012.
Note 15.
Quarterly Financial Data (Unaudited)
The following table presents the Company’s unaudited quarterly financial data. This information has been prepared on
a basis consistent with that of the audited consolidated financial statements. The Company believes that all necessary
adjustments, consisting of normal recurring accruals and adjustments, have been included to present fairly the quarterly
financial data. The Company’s quarterly results of operations for these periods are not necessarily indicative of future results of
operations.
Net sales
Gross profit
Net income
Net income per common share:
Basic
Diluted
Net sales
Gross profit
Net income
Net income per common share:
Basic
Diluted
Three Months Ended
Sep. 30,
2012
Dec. 31
2012
Mar. 31
2013
Jun. 30
2013
(In thousands, except per share data)
270,707
35,015
899
0.02
0.02
$
$
$
$
$
291,487
40,122
4,914
0.12
0.11
$
$
$
$
$
278,034
38,893
7,040
0.17
0.16
Three Months Ended
Sep. 30,
2011
Dec. 31
2011
Mar. 31
2012
(In thousands, except per share data)
247,885
39,626
8,492
0.21
0.19
$
$
$
$
$
249,915
42,614
8,774
0.21
0.20
$
$
$
$
$
240,178
40,729
7,077
0.17
0.16
$
$
$
$
$
$
$
$
$
$
322,333
46,023
8,426
0.20
0.19
Jun. 30
2012
275,896
42,448
5,510
0.13
0.12
$
$
$
$
$
$
$
$
$
$
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Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Controls and Procedures
Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the
effectiveness 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) as of the end of the period covered by this Annual Report on Form 10-K. In designing and
evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how
well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the
design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is
required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2013,
our disclosure controls and procedures were designed at a reasonable assurance level and were effective to provide reasonable
assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms,
and that such information is accumulated and communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)
under the Securities Exchange Act of 1934, as amended) identified in connection with the evaluation described in this Item 9A
that occurred during the fourth quarter of fiscal year 2013 that have materially affected, or are reasonably likely to materially
affect, our internal control over financial reporting.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as
defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended). Under the supervision and
with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an
evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control—
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. Based
on our evaluation, our management has concluded that our internal control over financial reporting was effective as of June 30,
2013. The effectiveness of our internal control over financial reporting as of June 30, 2013 has been audited by Deloitte &
Touche LLP, an independent registered public accounting firm, and their opinion is stated in their report which is included in
this Annual Report on Form 10-K.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Super Micro Computer, Inc.
San Jose, California
We have audited the internal control over financial reporting of Super Micro Computer, Inc. and subsidiaries (the
“Company”) as of June 30, 2013, based on the criteria established in Internal Control—Integrated Framework (1992) issued by
the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management is responsible for
maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit 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 effective
internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding
of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the
company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the
company’s board of directors, management, and other personnel 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. A company’s internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions
of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or
improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a
timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future
periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as
of June 30, 2013, based on the criteria established in Internal Control—Integrated Framework (1992) issued by the Committee
of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States), the consolidated financial statements as of and for the year ended June 30, 2013 of the Company and our report dated
September 11, 2013 expressed an unqualified opinion on those financial statements and included an explanatory paragraph
relating to significant related party transactions.
/s/ Deloitte & Touche LLP
San Jose, California
September 11, 2013
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Item 9B.
Other Information
None.
Item 10.
Directors, Executive Officers, and Corporate Governance
Executive Officers and Directors
PART III
Our executive officers and directors and their ages and their positions as of September 6, 2013, are as follows:
Name
Charles Liang
Howard Hideshima
Phidias Chou
Yih-Shyan (Wally) Liaw
Chiu-Chu (Sara) Liu Liang
Gregory K. Hinckley(1)(4)
Hwei-Ming (Fred) Tsai(1)(2)(3)(4)
Laura Black(1)(4)
Sherman Tuan(2)(3)(4)
Age
Position(s)
55
54
55
58
51
66
57
52
59
Chairman of the Board, President and Chief Executive Officer
Chief Financial Officer
Vice President, Worldwide Sales
Vice President of International Sales, Secretary and Director
Vice President of Operations, Treasurer and Director
Director
Director
Director
Director
__________________________
(1)
(2)
(3)
(4)
Member of the Audit Committee
Member of the Compensation Committee
Member of the Nominating and Corporate Governance Committee
Determined by the Board of Directors to be “independent” as defined by applicable listing standards of The Nasdaq
Stock Market
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. Our Nominating and Corporate
Governance Committee (“Governance Committee”) concluded that Mr. Liang should serve on the Board based on his skills,
experience and qualifications in managing technology businesses, his technical expertise, and his long familiarity with the
Company’s business.
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.
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Phidias Chou has served as our Vice President, Worldwide Sales since September 2008. Mr. Chou served as our Vice
President of Sales, Regional and Strategic Account from July 2006 to August 2008 and served as our Senior Director of Sales
from August 2000 to July 2006. From April 1996 to August 2000, Mr. Chou was General Manager at US Sertek, a subsidiary of
Acer, Inc., a PC and server company. From July 1992 to April 1996, he was Director of Sales and from October 1987 to July
1992, he was PC Product Manager at Acer Taiwan. Mr. Chou received an M.B.A. from Chung Yuan Christian University and a
B.S. in Mechanical Engineering from National Chung Hsing University.
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. Our Governance Committee concluded that Mr. Liaw
should serve on the Board based on his skills, experience and qualifications in managing technology businesses, his technical
expertise and his long familiarity with the Company’s business.
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, 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, our Chairman, President and Chief Executive
Officer. Our Governance Committee concluded that Ms. Liang should serve on the Board based on her skills, experience, her
general expertise in business and accounting and her long familiarity with the Company’s business.
Non-Management Directors
Gregory K. Hinckley has been a member of our board of directors since January 2009. Mr. Hinckley is currently the
President and interim Chief Financial Officer of Mentor Graphics Corporation, a publicly traded provider of electronic design
automation solutions. He began at Mentor Graphics in January 1997. Prior to Mentor Graphics, he served as Chief Financial
Officer for two other publicly traded companies—VLSI Technology, Inc. and Bio-Rad Laboratories, Inc. Mr. Hinckley is a
director of SI-Bone, Inc. (a privately-held orthopedic device company), a director and member of audit and chairman of the
compensation committees of Intermec, Inc. (a publicly traded provider of automated identification and data collection (AIDC)
solutions), and is an advisory director of Portland State University Engineering School. Mr. Hinckley holds a Bachelor of Arts
degree in physics from Claremont McKenna College, a Master of Science degree in applied physics from University of
California, an MBA degree from Harvard Business School, and was a Fullbright Scholar in applied mathematics at Nottingham
University in England. He is also a Certified Public Accountant. Our Governance Committee concluded that Mr. Hinckley
should serve on the Board based on his skills, experience and qualifications in managing technology businesses, his technical
expertise, his experience and qualifications in finance and operations and his financial literacy.
Hwei-Ming (Fred) Tsai has been a member of our board of directors since August 2006. Mr. Tsai has been an
independent business consultant since January 2010. Mr. Tsai served as Executive Vice President and Chief Financial Officer of
SinoPac Bancorp, a financial holding company based in Los Angeles, California from February 2001 and August 2005,
respectively, to December 2009. He also served as Senior Executive Vice President of Far East National Bank, a commercial
bank that is held by SinoPac Bancorp from December 2002 to December 2009. Mr. Tsai received a Master in Professional
Accounting from the University of Texas at Austin and a B.A. in Accounting from National Taiwan University in Taiwan. Our
Governance Committee concluded that Mr. Tsai should serve on the Board based on his skills, experience and qualifications in
capital finance, his financial literacy and his familiarity with the Company’s business.
Laura Black has been a member of our board of directors since April 2012. Ms. Black has over twenty years
experience in high technology, business strategy and finance. Since March 1999, she has served as a Managing Director of
Needham & Company, LLC, a full service investment banking firm. At Needham, she has raised public and private equity
capital for numerous technology companies and served as strategic financial advisor on multiple M&A transactions. From July
1995 to February 1999, she served as a Managing Director and Corporate Finance at Black & Company, a regional investment
bank subsequently acquired by Wells Fargo Van Kasper. From July 1993 to June 1995, Ms. Black served as a Director for TRW
Avionics & Surveillance Group where she evaluated acquisition candidates, managed direct investments and raised venture
capital to back spin-off companies. From August 1983 to August 1992, she worked at TRW as an electrical engineer designing
spread spectrum communication systems. Ms. Black holds a BSEE from University of California at Davis, an MSEE from
Santa Clara University and an MS Management from Stanford. Our Governance Committee concluded that Ms. Black should
serve on the Board based on her skills, experience and qualifications in capital finance, her financial literacy and her familiarity
with technology businesses.
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Sherman Tuan has been a member of our board of directors since February 2007. Mr. Tuan is founder of PurpleComm,
Inc. (doing business as 9x9.tv), a platform for connected TV, where he has served as Chief Executive Officer since January
2005 and Chairman of the Board since June 2003. 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 holds a degree in
Electrical Engineering from Feng-Chia University in Taiwan. Our Governance Committee concluded that Mr. Tuan should
serve on the Board based on his skills, experience and qualifications in managing technology businesses, his technical
expertise, and his familiarity with the Company’s business.
Except for Mr. Charles Liang and Ms. Chiu-Chu (Sara) Liu Liang who are married, there are no other family
relationships among any of our directors or executive officers.
Composition of the Board
The authorized number of directors of the Company is seven. There are currently seven directors. Our amended and
restated certificate of incorporation provides for a classified board of directors divided into three classes. The members of each
class are elected to serve a three-year term with the term of office for each class ending in consecutive years. Vacancies may be
filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Alternatively,
the board of directors, at its option, may reduce the number of directors.
The current composition of the board is:
Class I Directors (terms expiring at the 2013 annual meeting)
Class II Directors (terms expiring at the 2014 annual meeting)
Class III Directors (terms expiring at the 2015 annual meeting)
Corporate Governance Guidelines
CORPORATE GOVERNANCE
Charles Liang
Sherman Tuan
Yih-Shyan (Wally) Liaw
Laura Black
Gregory K. Hinckley
Chiu-Chu (Sara) Liu Liang
Hwei-Ming (Fred) Tsai
We have adopted “Corporate Governance Guidelines” to help ensure that the board of directors is independent from
management, appropriately performs its function as the overseer of management, and that the interests of the board of directors
and management align with the interests of the stockholders. The “Corporate Governance Guidelines” are available at
www.Supermicro.com by first clicking on “About Us” and then “Investor Relations” and then “Corporate Governance,” and
are also available in print to any stockholder who requests a copy.
Code of Ethics
We have adopted a “Code of Business Conduct and Ethics” that is applicable to all directors and employees and
embodies our principles and practices relating to the ethical conduct of our business and our long-standing commitment to
honesty, fair dealing and full compliance with all laws affecting our business. The “Code of Business Conduct and Ethics” is
available at www.Supermicro.com by first clicking on “About Us” and then “Investor Relations” and then “Corporate
Governance,” and is also available in print without charge to any stockholder who requests it. Any substantive amendment or
waiver of the Code relating to executive officers or directors will be made only after approval by a committee comprised of a
majority of our independent directors and will be promptly disclosed on our website within four business days.
Director Independence
The board affirmatively determines the independence of each director and nominee for election as a director in
accordance with guidelines it has adopted, which include all elements of independence set forth in applicable Nasdaq listing
standards. Our director independence standards are set forth in our “Corporate Governance Guidelines” available at the website
noted above.
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Based on these standards, our board of directors has determined that four of its current seven members are
independent directors under the applicable Nasdaq listing standards and Rule 10A-3(b)(1) under the Securities Exchange Act of
1943, as amended, namely Gregory K. Hinckley, Hwei-Ming (Fred) Tsai, Laura Black and Sherman Tuan. In assessing the
independence of Mr. Hinckley, the Board considered an immaterial level of transactions between the Company and Mentor
Graphics.
Executive Sessions
Non-management directors meet in executive session without management present each time the board holds its
regularly scheduled meetings.
Communications with the Board of Directors
The board of directors welcomes the submission of any comments or concerns from stockholders or other interested
parties. If you wish to send any communications to the board of directors, you may use one of the following methods:
•
Write to the board at the following address:
Board of Directors
Super Micro Computer, Inc.
c/o Robert Aeschliman, General Counsel
980 Rock Avenue
San Jose, California 95131
•
E-mail the board of directors at BODInquiries@supermicro.com
Communications that are intended specifically for the independent directors or non-management directors should be
sent to the e-mail address or street address noted above, to the attention of the "Independent Directors".
MEETINGS AND COMMITTEES OF THE BOARD
Board Meetings
Each director is expected to devote sufficient time, energy and attention to ensure diligent performance of his or her
duties and to attend all board and committee meetings. We encourage, but do not require, each board member to attend our
annual meeting of stockholders. Five of our then directors attended our annual meeting of stockholders held during fiscal 2013.
The board of directors held four meetings during fiscal year 2013, each of which were regularly scheduled meetings. The board
of directors also acted by unanimous written consent one time during fiscal year 2013. All directors attended at least 75% of the
meetings of the board of directors and of the committees on which they served during the time they served as a director in fiscal
year 2013.
Board Leadership Structure
Our Chairman, Charles Liang, is also our CEO. The Board and our Governance Committee believe that it is
appropriate for Mr. Liang to serve as both the CEO and Chairman due to the relatively small size of our Board, and the fact that
Mr. Liang is the founder of the Company with extensive experience in our industry.
Board Role in the Oversight of Risk
Our Board exercises oversight over our risk management activities, requesting and receiving reports from
management. Our Board has delegated primary responsibility for oversight of risks relating to financial controls and reporting
to our Audit Committee, which in turn reports to the full Board on such matters as appropriate. The Audit Committee also
assists the Board in oversight of certain Company risks, particularly in the areas of internal controls, financial reporting and
review of related party transactions.
Our management with oversight from our Compensation Committee, has reviewed its compensation policies and
practices with respect to risk-taking incentives and risk management, and does not believe that potential risks arising from its
compensation polices or practices are reasonably likely to have a material adverse effect on the Company.
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Committees of the Board of Directors
The board has three standing committees to facilitate and assist the board of directors in discharging its
responsibilities: the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance
Committee. In accordance with applicable Nasdaq listing standards, each of these committees is comprised solely of non-
employee, independent directors. The Charter for each committee is available at www.Supermicro.com by first clicking on
“About Us” and then “Investor Relations” and then “Corporate Governance”. The charter of each committee also is available in
print to any stockholder who requests it. The following table shows the current members of each of the standing board
committees:
Compensation Committee
Sherman Tuan(1)
Hwei-Ming (Fred) Tsai
Nominating and
Corporate Governance Committee
Hwei-Ming (Fred) Tsai(1)
Sherman Tuan
Audit Committee
Gregory K. Hinckley (1)
Hwei-Ming (Fred) Tsai
Laura Black
__________________________
Committee Chairperson
(1)
Audit Committee
The Audit Committee has three members. The Audit Committee met four times in fiscal year 2013, each of which
were regularly scheduled quarterly meetings. Our board has determined that each member of our Audit Committee meets the
requirements for independence under the applicable listing standards of Nasdaq and the rules of the SEC. Our board has also
determined that each member of our Audit Committee is a “financial expert” as defined under applicable SEC rules.
As outlined more specifically in the Audit Committee charter, the Audit Committee has, among other duties, the
following responsibilities:
•
•
•
•
•
•
•
•
•
•
The appointment, compensation and retention of our independent auditors, and the review and evaluation of
the auditors’ qualifications, independence and performance;
Oversees the auditors’ audit work and reviews and pre-approves all audit and non-audit services that may be
performed by them;
Reviews and approves the planned scope of our annual audit;
Monitors the rotation of partners of the independent auditors on our engagement team as required by law;
Reviews our financial statements and discusses with management and the independent auditors the results of
the annual audit and the review of our quarterly financial statements;
Reviews our critical accounting policies and estimates;
Oversees the adequacy of our financial controls;
Reviews annually the audit committee charter and the committee’s performance;
Reviews and approves all related-party transactions; and
Establishes and oversees procedures for the receipt, retention and treatment of complaints regarding
accounting, internal controls or auditing matters and oversees enforcement, compliance and remedial
measures under our Code of Business Conduct and Ethics.
Compensation Committee
The Compensation Committee has two members and met four times in fiscal year 2013. The Compensation
Committee is comprised solely of non-employee directors. Our board has determined that each member of our Compensation
Committee meets the requirements for independence under the applicable listing standards of Nasdaq.
As outlined more specifically in the Compensation Committee charter, the Compensation Committee has, among other
duties, the following responsibilities:
•
•
Reviews and approves corporate goals and objectives relevant to compensation of the chief executive officer
and other executive officers;
Evaluates the performance of the chief executive officer and other executive officers in light of those goals
and objectives;
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•
•
•
Sets compensation of the chief executive officer and other executive officers;
Administers the issuance of restricted stock grants, stock options and other awards to executive officers and
directors under our stock plans; and
Reviews and evaluates, at least annually, the performance of the compensation committee and its members,
including compliance of the compensation committee with its charter.
Nominating and Corporate Governance Committee
The Governance Committee has two members and met five times in fiscal year 2013. The Governance Committee is
comprised solely of non-employee directors. Our board has determined that each member of our Governance Committee meets
the requirements for independence under the applicable listing standards of Nasdaq.
As outlined more specifically in the Governance Committee charter, the Governance Committee has, among other
duties, the following responsibilities:
•
•
•
•
•
•
•
•
Identifies individuals qualified to become directors;
Recommends to our board of directors director nominees for each election of directors;
Develops and recommends to our board of directors criteria for selecting qualified director candidates;
Considers committee member qualifications, appointment and removal;
Recommends corporate governance guidelines applicable to us;
Provides oversight in the evaluation of our board of directors and each committee;
Reviews and monitors our Code of Business Conduct and Ethics and reviews and approves any waivers of
our Code of Business Conduct and Ethics; and
Coordinates and reviews board and committee charters for consistency and adequacy under applicable rules,
and make recommendations to the board for any proposed changes.
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee is a current or former officer or employee of the Company or
had any relationship with the Company requiring disclosure. In addition, during fiscal year 2013, none of our executive officers
served as a member of the board of directors or compensation committee of any other entity that has one or more executive
officers who served on our board of directors or Compensation Committee.
Section 16(a) Beneficial Ownership Reporting Compliance
The members of our board of directors, our executive officers and persons who hold more than 10% of our
outstanding common stock are subject to the reporting requirements of Section 16(a) of the Exchange Act, which require them
to file reports with respect to their ownership of our common stock and their transactions in our common stock. Based upon (i)
the copies of Section 16(a) reports that we received from such persons for their fiscal year 2013 transactions in our common
stock and their common stock holdings and (ii) the written representations received from one or more of such persons that no
annual Form 5 reports were required to be filed by them for fiscal year 2013, we believe that all reporting requirements under
Section 16(a) were met in a timely manner by the persons who were executive officers, members of the board of directors or
greater than 10% stockholders during such fiscal year, other than one late report made by each of Charles Liang and Chiu-Chu
(Sara) Liu Liang in each case with respect to one transaction.
Item 11.
Executive Compensation
Compensation Discussion and Analysis
Process Overview
EXECUTIVE COMPENSATION
The Compensation Committee of the board of directors discharges the board of directors’ responsibilities relating to
compensation of all of our executive officers. The Compensation Committee is comprised of two non-employee directors, both of whom
are independent pursuant to the applicable listing rules of Nasdaq, Rule 16b-3 under the Exchange Act, and Section 162(m) of the
Internal Revenue Code (“Code”).
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The agenda for meetings is determined by the Chair of the Compensation Committee with the assistance of Charles Liang, our
President and Chief Executive Officer, and Howard Hideshima, our Chief Financial Officer. Committee meetings are regularly attended
by one or more of Mr. Liang, Mr. Hideshima and Robert Aeschliman, our General Counsel. However, Messrs. Liang and Hideshima do
not attend the portion of meetings during which their own performance or compensation is being discussed. Mr. Liang, Mr. Hideshima
and Mr. Aeschliman support the Compensation Committee in its work by providing information relating to our financial plans,
performance assessments of our executive officers and other personnel-related data. In addition, the Compensation Committee has the
authority under its charter to hire, terminate and approve fees for advisors, consultants and agents as it deems necessary to assist in the
fulfillment of its responsibilities. In August 2012, as part of making an overall assessment of each individual’s role and performance, and
structuring our compensation programs for fiscal year 2013, the Compensation Committee reviewed recommendations of management
as well as publicly available peer group compensation data.
Compensation Philosophy and Objectives
It is the Compensation Committee’s philosophy to link the named executive officers’ compensation to corporate performance.
The base salary, quarterly bonuses and stock option grants of the named executive officers are determined in part by the Compensation
Committee reviewing data on prevailing compensation practices of comparable technology companies with whom we compete for
executive talent, and evaluating such information in connection with our corporate goals and compensation practices.
The Compensation Committee considers various sources of competitive data when determining executive compensation levels,
including compensation data from a sampling of public companies and public compensation surveys. For fiscal year 2013, the sample of
companies consisted of the following companies:
Brocade Communications Systems, Inc.
Emulex Corp.
Juniper Network, Inc.
LSI Corp.
Network Appliance, Inc.
Quantum Corporation
Riverbed Technology, Inc.
Silicon Graphics International
In selecting the companies for inclusion in the sample, the following factors were considered: industry, net revenues, operating
income and whether the company may compete against us for executive talent. These companies ranged in annual revenue from
approximately $478.6 million to $6.3 billion. In addition to gathering data specific to the above listed companies, the Compensation
Committee also reviewed public surveys of compensation practices.
The Compensation Committee does not seek to specifically benchmark compensation based upon the sample companies
reviewed nor does the Compensation Committee employ any other formulaic process in making compensation decisions. Rather the
Compensation Committee uses its subjective judgment based upon a review of all information, including an annual review for each
officer of his or her level of responsibility, contributions to our financial results and our overall performance. The Compensation
Committee makes a generalized assessment of these factors and this information is not weighted in any specific manner.
We believe that our current compensation arrangements for several of our executive officers, including our Chief Executive
Officer, are significantly below typical compensation levels for similar positions at comparable companies. This is principally due to the
high level of Company stock ownership held by such persons. As we continue to grow, we may need to increase our recruiting of new
executives from outside of the Company. This in turn may require us to pay higher compensation closer to or in excess of that typical
paid by comparable companies.
Finally, we believe that creating stockholder value requires not only managerial talent but active participation by all employees.
In recognition of this, we try to minimize the number of compensation arrangements that are distinct or exclusive to our executive
officers. We currently provide base salary, quarterly bonuses and long-term equity incentive compensation to a considerable number of
our domestic employees and international employees, in addition to our executive officers.
Role of Executive Officers in the Compensation Process
Management provides recommendations to the Compensation Committee on issues such as compensation program design, and
evaluations of executive and Company performance. In fiscal year 2013, the Compensation Committee also had access to competitive
data collected by management. While the Compensation Committee carefully considers all recommendations made by members of
management, ultimate authority for all compensation decisions regarding our executive officers rests with the Compensation Committee.
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Fiscal Year 2013 Executive Officer Compensation Components
For fiscal year 2013, the principal components of compensation for our executive officers were:
•
•
•
Base salary;
Quarterly bonus; and
Equity-Based Incentive Compensation.
Base Salary. Base salaries for our executive officers other than the Chief Executive Officer are determined annually by the
Compensation Committee based upon recommendations by our chief executive officer, taking into account such factors as salary norms
in comparable companies and publicly available data regarding compensation increases in the industry, a subjective assessment of the
nature of the position and an annual review of the contribution and experience of each executive officer. For the Chief Executive Officer,
the Compensation Committee considers substantially the same sort of information, as well as the size of the company and the chief
executive officer’s overall stock ownership.
Fiscal Year 2013 Executive Officer Compensation
In August 2012, the Compensation Committee met to review the base salaries of our executive officers for fiscal year 2013. In
determining base salaries for fiscal year 2013, the Compensation Committee decided to increase the base salary of our executive officers
other than the Chief Executive officer after taking into account the recommendations of our Chief Executive Officer and taking into
account such factors as salary norms in comparable companies and publicly available data regarding compensation increases in the
industry, a subjective assessment of the nature of each position and an annual review of the contribution and experience of each
executive officer. For the Chief Executive Officer, the Compensation Committee considered substantially the same sort of information,
as well as the size of the company and the Chief Executive Officer’s stock ownership, and determined to increase the base salary of the
Chief Executive Officer. Based upon its review, the Compensation Committee approved increases in base salaries for our executive
officers set forth below. The base salary increases were comparable to the average percentage base salary increases granted to our
employees generally.
Charles Liang
Howard Hideshima
Phidias Chou
Yih-Shyan (Wally) Liaw
Chiu-Chu (Sara) Liu Liang
Principal Position
President, Chief Executive Officer and
Chairman of the Board
Chief Financial Officer
Vice President, Worldwide Sales
Vice President, International Sales,
Corporate Secretary and Director
Vice President of Operations, Treasurer,
and Director
2012
Base Salary
2013
Base Salary
Base Salary
% Change
$
$
$
$
$
295,196
262,284
234,520
185,203
183,456
$
$
$
$
$
304,051
270,153
243,892
194,456
188,952
3.0%
3.0%
4.0%
5.0%
3.0%
Quarterly Bonus. Our cash bonus program seeks to motivate executive officers to work effectively to achieve our financial
performance objectives and to reward them when such objectives are met. Quarterly bonuses for executive officers are subject to
approval by the Committee. Bonuses are not awarded based upon any specific plan or formula, but are subjectively determined based
upon our performance during the quarter and the individual’s contributions. Historically these bonuses have ranged from zero to an
amount equal to two weeks of base salary. For fiscal year 2013, no quarterly bonus was granted to our executive officers.
Equity-Based Incentive Compensation. Stock options are an important component of the total compensation of executive
officers. We believe that stock options align the interests of each executive with those of the shareholders. They also provide executive
officers a significant, long-term interest in our success and help retain key executive officers in a competitive market for executive
talent. Our 2006 Equity Incentive Plan authorizes the Compensation Committee to grant stock options to executive officers. The number
of shares owned by, or subject to options held by, each executive officer is periodically reviewed and additional awards are considered
based upon a generalized assessment of past performance of the executive and the relative holdings of other executive officers. The
option grants generally utilize four-year vesting periods to encourage executive officers to continue contributing to us, and they
generally expire no later than ten years from the date of grant.
In fiscal year 2013, the Compensation Committee approved grants of additional options to Mr. Liang, and Mr. Hideshima as
part of the Compensation Committee’s review of all employee grant levels.
The Role of Stockholder Say-on-Pay Votes. Our board of directors, the Compensation Committee, and our management value
the opinions of our stockholders. At our annual meeting of stockholders held on February 8, 2011 (the "2010 Annual Meeting"), we
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provided our stockholders the opportunity to vote to approve, on an advisory basis, the compensation of the Company's named executive
officers as disclosed in the proxy statement for our 2010 Annual Meeting. At the meeting, approximately 97.1% of the stockholders who
voted on the “say-on-pay” proposal approved the compensation of our named executive officers, while only approximately 0.4% voted
against (with approximately 2.5% abstaining). Although the advisory stockholder vote on executive compensation is non-binding, the
Compensation Committee has considered and will continue to consider, the outcome of the vote when making future compensation
decisions for named executive officers. In determining and deciding on executive compensation for fiscal year 2013, our Compensation
Committee took into account the results of the 2010 Annual Meeting stockholder advisory vote to approve executive compensation,
particularly the strong support expressed by the Company's stockholders, as one of the many factors considered in deciding that the
Company's compensation policies and procedures for 2013 should largely remain consistent with our policies and procedures in prior
years.
Stock Ownership Guidelines
We currently do not require our directors or executive officers to own a particular amount of our common stock. The
Committee is satisfied that stock and option holdings among our directors and executive officers are sufficient at this time to provide
motivation and to align this group’s interests with those of our stockholders. Our insider trading policy prohibits any of our directors,
executive officers, employees or contractors from engaging in any transactions in publicly-traded options, such as puts and calls, and
other derivative securities, including any hedging or similar transaction, with respect to our common stock.
Other Benefits
Health and Welfare Benefits
Our executive officers receive the same health and welfare benefits as are offered to our other employees, including medical,
dental, vision, life, accidental death and dismemberment, disability, flexible spending accounts and holiday pay. The same contribution
amounts, percentages and plan design provisions are applicable to all employees.
Retirement Program
Our executive officers may participate in the same tax-qualified, employee-funded 401(k) plan that is offered to all our other
employees. We currently have no Supplemental Executive Retirement Plan, or SERP, obligations. We do not offer any defined benefit
retirement plans to our executive officers.
Perquisites
We do not provide special benefits or other perquisites to any of our executive officers.
Employment Arrangements, Severance and Change of Control Benefits
We have not entered into employment agreements with any of our named executive officers. Mr. Hideshima, Mr. Chou and
Ms. Liang have signed offer letters which provide for at-will employment. The offer letters provide for salary, stock options and right to
participate in our employee benefit plans. We do not have any written employment arrangements with Messrs. Liang and Liaw. We do
not have any arrangements with any of our executive officers that provide for any severance benefits in the event of termination or
change of control.
Tax and Accounting Treatment of Compensation
In our review and establishment of compensation programs and payments, we consider, but do not place great emphasis on, the
anticipated accounting and tax treatment of our compensation programs on us and our executive officers. While we may consider
accounting and tax treatment, these factors alone are not dispositive. Among other factors that receive greater consideration are the net
costs to us and our ability to effectively administer executive compensation in the short and long-term interests of stockholders under a
proposed compensation arrangement.
We monitor whether it might be in our best interest to comply with Section 162(m) of the Code, but reserve the right to award
future compensation which would not comply with the Section 162(m) requirements for non-deductibility if the Committee concludes
that it is in the Company’s best interest to do so. We seek to maintain flexibility in compensating executive officers in a manner designed
to promote varying corporate goals and therefore the Committee has not adopted a policy requiring all compensation to be deductible.
The Committee will continue to assess the impact of Section 162(m) on its compensation practices and determine what further
action, if any, is appropriate.
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We account for equity compensation paid to our employees in accordance with Accounting Standards Codification Topic 718,
Stock Compensation (“ASC Topic 718”), which requires us to estimate and record expenses for each award of equity compensation over
the service period of the award.
We intend that our plans, arrangements and agreements will be structured and administered in a manner that complies with the
requirements of Section 409A of the Code. Participation in, and compensation paid under our plans, arrangements and agreements may,
in certain instances, result in the deferral of compensation that is subject to the requirements of Section 409A. If our plans, arrangements
and agreements as administered fail to meet certain requirements under Section 409A, compensation earned thereunder may be subject
to immediate taxation and tax penalties.
Summary
The Committee believes that our compensation philosophy and programs are designed to foster a performance-oriented culture
that aligns our executive officers’ interests with those of our stockholders. The Committee also believes that the compensation of our
executive officers is both appropriate and responsive to the goal of building stockholder value.
Compensation Committee Report
The Committee has reviewed and discussed the Compensation Discussion and Analysis (“CD&A”) with the Company’s
management. Based on this review and these discussions, the Committee recommended to the board of directors that the CD&A be
included in this filing.
This report has been furnished by the Compensation Committee.
Sherman Tuan, Chair
Hwei-Ming (Fred) Tsai
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Summary Compensation Table
The following table summarizes the compensation paid to our Chief Executive Officer, our Chief Financial Officer and to our
other most highly compensated executive officers who were the only executive officers whose total annual salary and bonus exceeded
$100,000 in fiscal year 2013, for services rendered in all capacities to us during fiscal year 2013, 2012 and 2011. We refer to these
officers as our “named executive officers.”
SUMMARY COMPENSATION TABLE
Name and Principal
Position
Year
Salary
($)
Bonus
($)(1)
Stock
Awards
($)
Option
Awards
($)(2)
Non-Equity
Incentive Plan
Compensation
($)
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)(3)
All Other
Compensation
($)(4)
Total
($)
Charles Liang
2013
$ 303,682
$ — $
— $ 633,652
$
— $
— $
17,267
$ 954,601
President, Chief
Executive Officer
and Chairman of
the Board
2012
295,097
2011
286,598
Howard Hideshima
Chief Financial
Officer
2013
271,325
2012
263,624
—
—
—
—
2011
254,231
4,850
Phidias Chou
2013
243,501
Vice President,
Worldwide Sales
2012
234,396
—
—
2011
225,271
3,250
Yih-Shyan (Wally)
Liaw
Vice President,
International Sales,
Corporate Secretary
and Director
Chiu-Chu (Sara)
Liu Liang
Vice President of
Operations,
Treasurer and
Director
2013
194,070
2012
185,160
2011
177,727
2013
188,723
2012
183,416
2011
175,900
—
—
—
—
—
—
—
—
— 1,116,206
—
—
—
—
—
—
—
—
—
—
—
—
258,090
—
412,361
—
275,028
—
—
209,562
108,436
—
207,208
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
16,741
311,838
1,546
1,404,350
5,273
534,688
7,730
271,354
4,634
676,076
11,423
254,924
9,735
519,159
5,447
233,968
10,930
205,000
10,402
405,124
6,832
292,995
7,315
196,038
6,784
397,408
5,379
181,279
__________________________
(1)
(2)
Amounts disclosed under “Bonus” reflect the cash bonuses earned by the named executive officers.
The dollar amount reported in the Option Awards column represents the grant date fair value of each award calculated in accordance with FASB ASC Topic
718, excluding the estimates of service-based forfeiture and using the Black Scholes option-pricing model. Assumptions used in the calculation of these
amounts were included in Item 8, Financial Statements and Supplementary Data, and Note 10 of Notes to our audited Consolidated Financial Statements for
the fiscal year 2013 included in our Annual Report on Form 10-K.
The Company does not have a defined benefit plan or a non-qualified deferred compensation plan.
(3)
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(4)
Amount reflects vacation and sick pay.
Grants of Plan-Based Awards
The following table provides information concerning all plan-based awards granted during fiscal year 2013 to our named
executive officers:
GRANTS OF PLAN-BASED AWARDS
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
Name
Charles Liang
Grant Date
1/21/2013
Howard Hideshima
8/6/2012
8/6/2012
Threshold
($)
Target
($)
Maximum
($)
—
—
—
—
—
—
—
—
—
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)
All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)
Exercise
or Base
Price of
Option
Awards
($/Sh)
Grant
Date Fair
Value of
Stock and
Option
Awards
($)(1)
—
—
—
231,260 (2) $
20.70
$
633,652
8,690 (3)
12.50
48,232
37,810 (4)
12.50
209,858
__________________________
(1)
(2)
Represents the fair value of each stock option and award as of the date of grant, computed in accordance with ASC Topic 718.
These non-qualified stock options vest at the rate of 25% on November 1, 2013 and 1/16th per quarter thereafter, such that the
shares will be fully vested on November 1, 2016.
These incentive stock options vested at the rate of 25% on May 7, 2013 and 1/16th per quarter thereafter, such that the shares
will be fully vested on May 7, 2016.
These non-qualified stock options vested at the rate of 25% on May 7, 2013 and 1/16th per quarter thereafter, such that the
shares will be fully vested on May 7, 2016.
(3)
(4)
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Outstanding Equity Awards at Fiscal Year-End 2013
The following table provides information concerning the outstanding equity-based awards as of June 30, 2013, and the option
exercise price and expiration dates for each award, held by each of our named executive officers.
Stock Awards
Number of
shares or units
of stock that
have
not vested
(#)
Market value
of shares or
units of stock
that have not
vested
($)(1)
179,641
$
1,911,380
Name
Charles Liang
Howard Hideshima
Phidias Chou
Yih-Shyan (Wally) Liaw
Chiu-Chu (Sara) Liu Liang
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
600,000 (2)
720,000 (3)
66,000 (4)
—
19,198 (6)
110,802 (6)
32,500 (7)
4,964 (8)
8,037 (8)
42,460 (9)
8,164 (9)
9,452 (10)
2,172 (10)
19,000 (11)
22,500 (8)
29,090 (12)
17,784 (12)
2,689 (13)
14,371 (13)
30,000 (14)
30,635 (15)
30,275 (15)
6,929 (16)
5,273 (16)
5,722 (17)
2,714 (17)
64,800 (18)
20,300 (8)
17,163 (19)
18,361 (19)
10,875 (20)
Option Awards
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
—
— (3)
66,000 (4)
231,260 (5)
—
—
—
—
—
14,154 (9)
2,722 (9)
28,358 (10)
6,518 (10)
—
—
1,940 (12)
1,186 (12)
3,461 (13)
18,479 (13)
—
—
—
3,150 (16)
2,398 (16)
12,591 (17)
5,973 (17)
—
—
2,452 (19)
2,624 (19)
18,125 (20)
Option
Exercise
Price
($)
$ 3.08
$ 10.66
$ 18.59
$ 20.70
$ 13.89
$ 13.89
$ 10.19
$ 5.53
$ 5.53
$ 13.61
$ 13.61
$ 12.50
$ 12.50
$ 3.25
$ 5.53
$ 8.36
$ 8.36
$ 15.22
$ 15.22
$ 2.53
$ 7.46
$ 7.46
$ 13.61
$ 13.61
$ 17.29
$ 17.29
$ 3.50
$ 5.53
$ 11.81
$ 11.81
$ 17.09
Option
Expiration
Date
12/28/2014
3/4/2019
4/25/2021
1/21/2023
11/17/2016
11/17/2016
4/26/2017
4/29/2019
4/29/2019
8/2/2020
8/2/2020
8/6/2022
8/6/2022
9/30/2015
4/29/2019
10/26/2019
10/26/2019
10/24/2021
10/24/2021
3/31/2014
4/28/2018
4/28/2018
8/2/2020
8/2/2020
4/23/2022
4/23/2022
12/30/2015
4/29/2019
1/25/2020
1/25/2020
1/23/2022
__________________________
(1)
Market value based upon the closing price of our common stock of $10.64 on June 30, 2013 multiplied by the number of
restricted stock awards.
Options vested at the rate of 25% on November 1, 2005 and 1/16th per quarter thereafter, such that the shares were fully vested
on November 1, 2008.
Options vested at the rate of 25% on November 1, 2009 and 1/16th per quarter thereafter, such that the shares were fully vested
on November 1, 2012.
Options vested at the rate of 25% on April 25, 2012 and 1/16th per quarter thereafter, such that the shares will be fully vested
on April 25, 2015.
Options vest at the rate of 25% on November 1, 2013 and 1/16th per quarter thereafter, such that the shares will be fully vested
on November 1, 2016.
(2)
(3)
(4)
(5)
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(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
(14)
(15)
(16)
(17)
(18)
(19)
(20)
Options vested at the rate of 25% on May 8, 2007 and 1/16th per quarter thereafter, such that the shares were fully vested on
May 8, 2010.
Options vested at the rate of 25% on April 26, 2008 and 1/16th per quarter thereafter, such that the shares were fully vested on
April 26, 2011.
Options vested at the rate of 25% on April 29, 2010 and 1/16th per quarter thereafter, such that the shares were fully vested on
April 29, 2013.
Options vested at the rate of 25% on May 8, 2011 and 1/16th per quarter thereafter, such that the shares will be fully vested on
May 8, 2014.
Options vested at the rate of 25% on May 7, 2013 and 1/16th per quarter thereafter, such that the shares will be fully vested on
May 7, 2016.
Options vested at the rate of 25% on July 1, 2006 and 1/16th per quarter thereafter, such that the shares were fully vested on
July 1, 2009.
Options vested at the rate of 25% on July 1, 2010 and 1/16th per quarter thereafter, such that the shares will be fully vested on
July 1, 2013.
Options vested at the rate of 25% on July 1, 2012 and 1/16th per quarter thereafter, such that the shares will be fully vested on
July 1, 2015.
Options vested at the rate of 25% on March 30, 2005 and 1/16th per quarter thereafter, such that the shares were fully vested on
March 30, 2008.
Options vested at the rate of 25% on March 30, 2009 and 1/16th per quarter thereafter, such that the shares were fully vested on
March 30, 2012.
Options vested at the rate of 25% on August 2, 2011 and 1/16th per quarter thereafter, such that the shares will be fully vested
on August 2, 2014.
Options vested at the rate of 25% on March 29, 2013 and 1/16th per quarter thereafter, such that the shares will be fully vested
on March 29, 2016.
Options vested at the rate of 25% on December 12, 2006 and 1/16th per quarter thereafter, such that the shares were fully
vested on December 12, 2009.
Options vested at the rate of 25% on December 12, 2010 and 1/16th per quarter thereafter, such that the shares will be fully
vested on December 12, 2013.
Options vested at the rate of 25% on December 12, 2012 and 1/16th per quarter thereafter, such that the shares will be fully
vested on December 12, 2015.
Option Exercises and Stock Vested During Fiscal Year 2013
The following table sets forth the dollar amounts realized pursuant to the exercise or vesting of equity-based awards by our
named executive officers during fiscal year 2013.
Option Awards
Stock Awards
Name
Charles Liang
Howard Hideshima
Phidias Chou
Yih-Shyan (Wally) Liaw
Chiu-Chu (Sara) Liu Liang
Number of Shares
Acquired on Exercise (#)
Value Realized on
Exercise ($)(1)
6,000
— $
— $
$
— $
$
200,000
—
—
56,120
—
1,616,000
Number of Shares
Acquired on Vesting (#)
179,641
$
— $
— $
— $
— $
Value Realized on
Vesting ($)(2)
2,189,824
—
—
—
—
__________________________
(1)
(2)
Based on the difference between the closing price of our common stock on the date of exercise and the exercise price.
The value is the closing price of our common stock on the date of vesting, multiplied by the number of shares vested.
Director Compensation
Under our director compensation policy, we reimburse non-employee directors for reasonable expenses in connection with
attendance at board and committee meetings. Our non-employee directors receive an annual retainer of $40,000, payable quarterly. In
addition, the Chairperson of our Audit Committee receives an annual retainer of $25,000, the Chairperson of each of our Compensation
Committee and Nominating and Corporate Governance Committee receives an annual retainer of $5,000 and each director serving in a
non-chairperson capacity on our standing board committees receives an annual retainer of $2,500 per committee, payable quarterly.
Non-employee directors also are eligible to receive stock options under our 2006 Equity Incentive Plan. Non-employee
directors receive nondiscretionary, automatic grants of nonstatutory stock options under our 2006 Equity Incentive Plan. A non-
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employee director is automatically granted an initial option to purchase 18,000 shares upon first becoming a member of our board of
directors. A non-employee director serving as Chairperson of the Audit Committee receives an initial grant of an option to purchase
12,000 shares. Non-employee directors serving as Chairperson of the Compensation or Nominating and Corporate Governance
Committees receive an initial grant of an option to purchase 2,000 shares. Each of these initial options vests and becomes exercisable
over four years, with the first 25% of the shares subject to each initial option vesting on the first anniversary of the date of grant and the
remainder vesting quarterly thereafter. Immediately after each of our annual meetings of stockholders, each non-employee director is
automatically granted an option to purchase 4,500 shares of our common stock, the Audit Committee Chairperson is granted an annual
option to purchase 3,000 shares of our common stock and the Chairperson of each of the Compensation and Nominating and Corporate
Governance Committees is granted an annual option to purchase 500 shares of our common stock. These options will vest and become
exercisable on the first anniversary of the date of grant or immediately prior to our annual meeting of stockholders, if earlier.
The options granted to non-employee directors have a per share exercise price equal to 100% of the fair market value of the
underlying shares on the date of grant, and will become fully vested if we are subject to a change of control. Annual grants will be
reduced proportionally if the person did not serve for the full year after the annual grant.
The following table shows for the fiscal year ended June 30, 2013 certain information with respect to the compensation of all of
our non-employee directors:
DIRECTOR COMPENSATION
Fees
Earned
or Paid in
Cash
($)(1)
$ 65,000
$ 50,000
$ 42,500
$ 47,500
Stock
Awards
($)
Option
Awards
($)(2)
Non-Equity
Incentive Plan
Compensation
($)
— $ 42,075
— $ 28,050
— $ 25,245
— $ 28,050
—
—
—
—
Change in
Pension Value
and
Non-qualified
Deferred
Compensation
Earnings
($)
—
—
—
—
All Other
Compensation
($)
— $
— $
— $
— $
Total
($)
107,075
78,050
67,745
75,550
Name
Gregory K. Hinckley
Hwei-Ming (Fred) Tsai
Laura Black
Sherman Tuan
__________________________
(1)
(2)
This column represents annual director fees, non-employee committee chairman fees and other committee member fees earned
in fiscal year 2013.
The dollar amount in this column represents the grant date fair value of each award calculated in accordance with FASB ASC
Topic 718, excluding the estimates of service-based forfeiture and using the Black Scholes option-pricing model. Assumptions
used in the calculation of these amounts were included in Item 8, Financial Statements and Supplementary Data, and Note 10
of Notes to our audited Consolidated Financial Statements for the fiscal year 2013 included in our Annual Report on Form 10-
K.
The table below sets forth the aggregate number of option awards held by our non-employee directors as of June 30, 2013.
Name
Gregory K. Hinckley
Hwei-Ming (Fred) Tsai
Laura Black
Sherman Tuan
Option Awards
55,500
55,000
22,500
49,500
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Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information known to us regarding beneficial ownership of our common stock as
of September 6, 2013 by:
•
•
•
•
each of the named executive officers;
each of our directors;
all directors and executive officers as a group; and
all person known to us beneficially own 5% or more of our outstanding common stock.
Name and Address of Beneficial Owner(1)
Executive Officers and Directors:
Charles Liang(4)
Howard Hideshima(5)
Phidias Chou(5)
Chiu-Chu (Sara) Liang(6)
Yih-Shyan (Wally) Liaw(7)
Gregory K. Hinckley(5)
Hwei-Ming (Fred) Tsai(8)
Laura Black(5)
Sherman Tuan(5)
All directors and executive officers as a group (9 persons)(9)
5% Holder Not Listed Above:
FMR LLC(10)
Amount and
Nature of
Beneficial
Ownership(2)
Percent of
Common Stock
Outstanding(3)
9,186,845
244,873
113,435
9,186,845
2,275,691
40,500
379,125
6,750
44,500
12,291,719
6,177,877
20.7%
*
*
20.7%
5.3%
*
*
*
*
27.4%
14.5%
__________________________
*
(1)
Represents beneficial ownership of less than one percent of the outstanding shares of common stock
Except as otherwise indicated, to our knowledge the persons named in this table have sole voting and investment
power with respect to all shares of Common Stock shown as beneficially owned by them, subject to community
property laws applicable and to the information contained in the footnotes to this table.
Under the SEC rules, a person is deemed to be the beneficial owner of shares that can be acquired by such person
within 60 days upon the exercise of options.
Calculated on the basis of 42,702,605 shares of common stock outstanding as of September 6, 2013, provided that any
additional shares of Common Stock that a stockholder has the right to acquire within 60 days after September 6, 2013
are deemed to be outstanding for the purposes of calculating that stockholder’s percentage of beneficial ownership.
Includes 1,460,315 shares issuable upon the exercise of options exercisable within 60 days after September 6, 2013.
Also includes 3,384,468 shares jointly held by Mr. Liang and his spouse, 600,000 shares of which are pledged as
security for a personal credit line, 450,000 shares held by Mr. Liang which are pledged as security for a personal credit
line, 15,000 shares held by Green Earth Charitable Trust, for which Mrs. Liang serves as trustee, 6,100 shares held by
Mr. Liang’s daughter, 24,400 shares held by Mr. Liang’s children, for which Mrs. Liang serves as custodian, 585,620
shares held directly by Mrs. Liang and 135,849 shares issuable upon the exercise of options held by Mrs. Liang and
exercisable within 60 days after September 6, 2013. See footnote 6.
Consists of shares issuable upon the exercise of options exercisable within 60 days after September 6, 2013.
Includes 135,849 shares issuable upon the exercise of options exercisable within 60 days after September 6, 2013.
Also includes 3,384,468 shares jointly held by Mr. Liang and his spouse, 600,000 shares of which are pledged as
security for a personal credit line, 15,000 shares held by Green Earth Charitable Trust, 6,100 shares held by
Mrs. Liang’s daughter, 24,400 shares held by Mrs. Liang’s children, for which Mrs. Liang serves as custodian,
3,575,093 shares held by Charles Liang, Mrs. Liang’s spouse, 450,000 shares of which are pledged as security for a
personal credit line, and 1,460,315 shares issuable upon the exercise of options held by Mr. Liang and exercisable
within 60 days after September 6, 2013. See footnote 4.
Includes 115,455 shares issuable upon the exercise of options exercisable within 60 days after September 6, 2013.
2,061,246 shares held by Liaw Family Trust, for which Mr. Liaw and his spouse serve as trustees, 11,300 shares held
(2)
(3)
(4)
(5)
(6)
(7)
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Table of Contents
(8)
(9)
(10)
by Mr. Liaw’s daughters, 69,807 shares held by Mrs. Liaw, and 17,883 shares issuable upon the exercise of options
granted to Mrs. Liaw, exercisable within 60 days after September 6, 2013.
Includes 50,000 shares issuable upon the exercise of options exercisable within 60 days after September 6, 2013. Also
includes 295,000 shares held by Tsai Family Trust, for which Mr. Hwei Ming (Fred) Tsai and his spouse serve as
trustees.
Includes 2,229,560 shares issuable upon the exercise of options exercisable within 60 days after September 6, 2013.
The information with respect to the holdings of FMR LLC ("FMR") is based solely on Schedule 13G/A filed
February 14, 2013 by FMR. FMR has the sole power to vote and dispose of all of such shares. The address for FMR is
82 Devonshire Street, Boston, Massachusetts 02109.
Equity Compensation Plan Information
We currently maintain two compensation plans that provide for the issuance of our Common Stock to officers and
other employees, directors and consultants. These consist of the 1998 Stock Option Plan and the 2006 Equity Incentive Plan,
both of which have been approved by our stockholders. We no longer grant any options under the 1998 Stock Option Plan. The
following table sets forth information regarding outstanding options and shares reserved and remaining available for future
issuance under the foregoing plans as of June 30, 2013:
Plan Category
Number of shares
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
Number of shares
remaining available
for future issuance
under equity
compensation plans
(excluding shares
reflected in
column (a))
(c)
Equity compensation plans approved by stockholders
12,206,178
$
Equity compensation plans not approved by
stockholders
Total
—
12,206,178
$
10.83
—
10.83
635,134 (1)
—
635,134
__________________________
(1)
The number of shares that are reserved for issuance under the 2006 Equity Incentive Plan are automatically increased
on July 1 of each year through 2016 by a number of shares equal to the smaller of (a) 3% of our outstanding shares as
of the close of business on the immediately preceding June 30 or (b) a lesser amount determined by the board of
directors.
Item 13.
Certain Relationships and Related Transactions and Director Independence
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Procedures for Approval of Related Person Transactions
Pursuant to our Audit Committee charter, the Audit Committee has the responsibility for the review, approval or
ratification of any related person transactions; provided that if the matter or transaction involves employment or compensation
terms for services to our company, including retention or payment provisions relating to expert services, then it is presented to
the Compensation Committee. In approving or rejecting a proposed transaction, our Audit Committee will consider the relevant
facts and circumstances available and deemed relevant, including, but not limited to the risks, costs and benefits to us, the terms
of the transaction, the availability of other sources for comparable services or products, and, if applicable, the impact on a
director’s independence. Our Audit Committee shall approve only those transactions that, in light of known circumstances are
not inconsistent with the Company’s best interests, as the Audit Committee determines in the good faith exercise of its
discretion. In addition, we annually require each of our directors and executive officers to complete a directors’ and officers’
questionnaire that elicits information about related party transactions as such term is defined by SEC rules and regulations.
These procedures are intended to determine whether any such related party transaction impairs the independence of a director
or presents a conflict of interest on the part of a director, employee or officer.
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Table of Contents
Transactions with Related Parties, Promoters and Certain Control Persons
Director and Officer Indemnification
We have entered into agreements to indemnify our directors and executive officers to the fullest extent permitted under
Delaware law. In addition, our certificate of incorporation contains provisions limiting the liability of our directors and our
bylaws contain provisions requiring us to indemnify our officers and directors.
Stock Option Awards
Please see the “Grants of Plan-Based Awards” table and the “Director Compensation” table above for information on
stock option grants to our directors and named executive officers in fiscal 2013.
Transactions with Ablecom Technology Inc.
Ablecom Technology Inc.—Ablecom, a Taiwan corporation, together with one of its subsidiaries, Compuware
(collectively “Ablecom”), is one of our major contract manufacturers. Ablecom’s ownership of Compuware is below 50% but
Compuware remains a related party as Ablecom still has significant influence over the operations. Ablecom’s chief executive
officer, Steve Liang, is the brother of Charles Liang, our President, Chief Executive Officer and Chairman of the Board of
Directors, and owns approximately 1.0% of our common stock. Charles Liang served as a Director of Ablecom during our
fiscal 2006, but is no longer serving in such capacity. In addition, Charles Liang and his wife, also an officer of us, collectively
own approximately 10.5% of Ablecom, while Steve Liang and other family members own approximately 35.9% of Ablecom at
June 30, 2013 and 2012.
We have 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, we outsource a portion of its design activities and a
significant part of its manufacturing of components such as server chassis to Ablecom. Ablecom agrees to design products
according to our specifications. Additionally, Ablecom agrees to build the tools needed to manufacture the products. We have
agreed to pay for the cost of chassis and related product tooling and engineering services and will pay for those items when the
work has been completed.
Under the distribution agreement, Ablecom purchases server products from us for distribution in Taiwan. We believe
that the pricing and terms under the distribution agreement are similar to the pricing and terms of distribution arrangements we
have with similar, third party distributors.
Ablecom’s net sales to us and its net sales of our products to others comprise a substantial majority of Ablecom’s net
sales. For fiscal year 2013, 2012 and 2011, we purchased products from Ablecom totaling $179,735,000, $168,744,000 and
$155,430,000, respectively. For fiscal year 2013, 2012 and 2011, we sold products to Ablecom totaling $13,805,000,
$12,229,000 and $11,017,000, respectively.
Amounts owed to us by Ablecom as of June 30, 2013 and 2012, were $974,000 and $1,036,000, respectively. Amounts
owed to Ablecom by us as of June 30, 2013 and 2012, were $50,448,000 and $51,470,000, respectively. In fiscal year 2013, we
have paid Ablecom the majority of invoiced dollars between 67 and 95 days of invoice. For the years ended June 30, 2013,
2012 and 2011, we received $124,000, $249,000 and $55,000, respectively, from Ablecom for penalty charges and paid
$5,076,000, $5,042,000 and $4,052,000, respectively, for tooling assets and miscellaneous costs to Ablecom. Penalty charges
are assessments relating to delayed deliveries or quality issues.
Our 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 our products such that we incur 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 us. Outstanding
purchase orders with Ablecom were $53,684,000 and $63,151,000 at June 30, 2013 and 2012, respectively, representing the
maximum exposure to loss relating to (a) above. We do not have any direct or indirect guarantees of losses of Ablecom.
In fiscal year 2011, Ablecom paid for a land deposit in Taiwan on behalf of the Company in the amount of $4,510,000
which the Company repaid Ablecom in March 2011. The amount paid to Ablecom of $4,510,000 represented Ablecom’s cost
and the fair market value of the land.
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In May 2012, we and Ablecom jointly established Super Micro Business Park, Inc. ("Management Company") in
Taiwan to manage the common areas shared by us and Ablecom for their separately constructed manufacturing facilities. Each
company contributed $168,000 and own 50% of the Management Company. Although the operations of the Management
Company are independent of us, through governance rights, we have the ability to direct the Management Company's business
strategies. Therefore, we have concluded that the Management Company is a variable interest entity of us as we are the primary
beneficiary of the Management Company. The accounts of the Management Company are consolidated with the accounts of us,
and a noncontrolling interest has been recorded for the Ablecom's interests in the net assets and operations of the Management
Company. The Management Company had no business operations as of June 30, 2012. In fiscal year 2013, $13,000 of net
income attributable to Ablecom's interest was included in our general and administrative expenses in the consolidated
statements of operations.
Item 14.
Principal Accounting Fees and Services
The Audit Committee appointed Deloitte & Touche LLP as our independent registered public accounting firm for the
fiscal year 2013.
Independent Registered Public Accounting Firm Fees and Services
The following table sets forth the aggregate audit fees billed to us by our independent registered public accounting
firm, Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, and their respective affiliates (collectively,
“Deloitte”), and fees paid to Deloitte for services in the fee categories indicated below during the fiscal years 2013 and 2012.
The Audit Committee has considered the scope and fee arrangements for all services provided by Deloitte, taking into account
whether the provision of non-audit services is compatible with maintaining Deloitte’s independence, and has pre-approved
100% of the services described below.
Audit Fees(1)
Audit-Related Fees
Tax Fees
All Other Fees
Total
Fiscal Year Ended
6/30/13
Fiscal Year Ended
6/30/12
$
$
1,430,000
—
—
—
1,430,000
$
$
1,465,000
—
—
—
1,465,000
__________________________
(1)
Audit fees consist of the aggregate fees for professional services rendered for the audit of our fiscal 2013 and 2012
consolidated financial statements, review of interim consolidated financial statements and certain statutory audits.
Audit Committee Pre-Approval Policies and Procedures
The Audit Committee has determined that all services performed by Deloitte & Touche LLP are compatible with
maintaining the independence of Deloitte & Touche LLP. The Audit Committee’s policy on approval of services performed by
the independent registered public accounting firm is to pre-approve all audit and permissible non-audit services to be provided
by the independent registered public accounting firm during the fiscal year. The Audit Committee reviews each non-audit
service to be provided and assesses the impact of the service on the firm’s independence.
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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 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.
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Table of Contents
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: September 11, 2013
/s/ CHARLES LIANG
Charles Liang
President, Chief Executive Officer and Chairman of the
Board
(Principal Executive Officer)
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Table of Contents
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Charles Liang and Howard Hideshima, jointly and severally, his attorney-in-fact, each with the full power of
substitution, for such person, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K,
and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might do or could do
in person hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or his substitute, may do or cause to
be done by virtue hereof.
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/ CHARLES LIANG
Charles Liang
Title
President, Chief Executive Officer and Chairman
of the Board (Principal Executive Officer)
/s/ HOWARD HIDESHIMA
Howard Hideshima
Chief Financial Officer (Principal Financial and
Accounting Officer)
/s/ YIH-SHYAN (WALLY) LIAW
Yih-Shyan (Wally) Liaw
Vice President of International Sales, Secretary
and Director
/s/ CHIU-CHU (SARA) LIU LIANG
Chiu-Chu (Sara) Liu Liang
Vice President of Operations, Treasurer and
Director
/s/ GREGORY K. HINCKLEY
Gregory K. Hinckley
/s/ HWEI-MING (FRED) TSAI
Hwei-Ming (Fred) Tsai
/s/ LAURA BLACK
Laura Black
/s/ SHERMAN TUAN
Sherman Tuan
Director
Director
Director
Director
Date
September 11, 2013
September 11, 2013
September 11, 2013
September 11, 2013
September 11, 2013
September 11, 2013
September 11, 2013
September 11, 2013
96
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
10.24
10.25
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)
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)
Product Manufacturing Agreement dated January 8, 2007 between Super Micro Computer, Inc. and Ablecom
Technology Inc.(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)
Stock Option Exercise Notice and Restricted Stock Purchase Agreement—Charles Liang(4)
Stock Option Exercise Notice and Restricted Stock Purchase Agreement—Chiu-Chu Liang(5)
Stock Option Exercise Notice and Restricted Stock Purchase Agreement—Shiow-Meei Liaw(5)
Agreement of Purchase and Sale of Properties on Fox Lane and Fox Drive, San Jose, California(6)
Business Loan Agreement dated as of June 17, 2010, by and between Super Micro Computer, Inc. and Bank of
America(7)
Amendment No.1 to Loan Agreement, dated August 15, 2011 between Super Micro Computer, Inc. and Bank
of America (9)
Amendment No. 2 to Loan Agreement, dated October 4, 2011 between Super Micro Computer, Inc. and Bank
of America (9)
10.26*
2006 Equity Incentive Plan, as amended(8)
21.1+
23.1+
24.1+
31.1+
31.2+
32.1+
32.2+
Subsidiaries of Super Micro Computer, Inc.
Consent of 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
(10)
Certification of Howard Hideshima, CFO and Secretary Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002(10)
101.INS+
101.SCH+
XBRL Instance Document
XBRL Taxonomy Extension Schema Document
Table of Contents
101.CAL+
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF+
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB+
XBRL Taxonomy Extension Label Linkbase Document
101.PRE+
XBRL Taxonomy Extension Presentation Linkbase Document
(2)
(3)
(5)
(4)
__________________________
Filed herewith
+
Incorporated by reference to the same number exhibit filed with the Registrant’s Registration Statement on Form S-1
(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.
Incorporated by reference to the Company’s Annual Report on Form 10-K (Commission File No. 001-33383) filed
with the Securities and Exchange Commission on September 2, 2008.
Incorporated by reference to the Company’s current report on Form 8-K (Commission File No. 001-33383) filed with
the Securities and Exchange Commission on December 2, 2008.
Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (Commission File No. 001-33383) filed
with the Securities and Exchange Commission on May 7, 2010.
Incorporated by reference to Exhibit 10.34 from the Company’s Annual Report on Form 10-K (Commission File
No. 011-33383) filed with the Securities and Exchange Commission on September 7, 2010.
Incorporated by reference to Appendix A from the Company’s Definitive Proxy Statement on Schedule 14A
(Commission File No. 011-33383) filed with the Securities and Exchange Commission on January 18, 2011.
Incorporated by reference to the Company's Quarterly Report on Form 10-Q (Commission File No. 011-33383) filed
with the Securities and Exchange Commission on November 7, 2011.
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.
Management contract, or compensatory plan or arrangement
(10)
(7)
(8)
(9)
(6)
*
Twin Architecture
TwinPro™ | FatTwin™ | Twin2
GPU / Xeon Phi™
High-Performance Computing (HPC)
MicroBlade™
Most Energy-Efficient & Cost-Effective
Atom™, Xeon®, and more
MicroCloud™
High-Density, Multi-Node Computing
We Keep IT G reen®
SuperBlade®
Highest Density and Performance-per-Watt
Embedded / IPC
Real-Time Computing and Control
SuperStorage
90x HDDs in 4U
SuperWorkstations
High-Performance, Server Grade Solutions
Software Management Utilities
IPMI Utilities | SuperDoctor® 5
SPM | SUM | SCM
SuperRack®
Total Data Center Solutions
Networking & Switching
1/10G Ethernet, InfiniBand, FCoE
SuperServer® and Server Building Block Solutions® for
Enterprise IT, Data Center, Cloud Computing, HPC and Embedded Systems Worldwide
w w w.sup ermicro.com
Beijing, China
Taiwan
San Jose,
California
The Netherlands
Beijing, China
Taiwan
Supermicro
Green Computing Park
Asia Science & Technology Park
New Taipei City, Taiwan
Worldwide Headquarters Campus
Silicon Valley, U.S.A.
European Operations Park
The Netherlands B.V.
Worldwide Headquarters:
Europe Subsidiary:
Asia Subsidiary:
China Subsidiary:
Super Micro Computer, Inc.
980 Rock Ave.
San Jose, CA 95131, USA
Tel: +1-408-503-8000
Fax: +1-408-503-8008
E-mail: Marketing@Supermicro.com
Super Micro Computer, B.V.
Het Sterrenbeeld 28, 5215 ML,
‘s-Hertogenbosch, The Netherlands
Tel: +31-73-640-0390
Fax: +31-73-641-6525
E-mail: Marketing@Supermicro.nl
Super Micro Computer, Inc. (Taiwan Office)
3F., No.150, Jian 1st Rd., Zhonghe Dist.,
New Taipei City 23511, Taiwan
Tel: +886-2-8226-3990
Fax: +886-2-8226-3991
E-mail: Marketing@Supermicro.com.tw
Super Micro Computer, Inc. (Beijing Office)
Suite 1208 JiaHua Building D
Shangdi, Haidian District, Beijing
China 100085
Tel: +86-10-62969165
E-mail: Marketing@Supermicro.com
Supermicro Science & Technology Park
No.1899, Xingfeng Road, Bade City,
Taoyuan County 334, Taiwan
Tel: +886-2-8226-3990
Fax: +886-2-8226-3991
E-mail: Marketing@Supermicro.com.tw
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