8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 8, 2023

SUPER MICRO COMPUTER, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33383	77-0353939
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

980 Rock Avenue, San Jose, California 95131

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (408) 503-8000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	SMCI	The NASDAQ Global Select Market

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

Emerging growth company ☐

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

Item 2.02 Results of Operations and Financial Condition

On August 8, 2023, Super Micro Computer, Inc. (the “Company”) issued a press release (the “Press Release”) announcing financial results for the quarter and fiscal year ended June 30, 2023. A copy of the Press Release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

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

Item 9.01 Financial Statements and Exhibits

(d) Exhibits
Exhibit Number	Description
99.1	Press Release, dated August 8, 2023
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SUPER MICRO COMPUTER, INC.
Date: August 8, 2023	By:	/s/ Charles Liang
		President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)

EX-99.1

Exhibit 99.1

Supermicro Announces Fourth Quarter and Full Year Fiscal Year 2023

Financial Results

SAN JOSE, Calif. -- August 8, 2023 (BUSINESS WIRE) -- Super Micro Computer, Inc. (Nasdaq: SMCI), a Total IT Solution Provider for Cloud, AI/ML, Storage, and 5G/Edge, today announced fourth quarter and full-year financial results for fiscal year 2023 ended June 30, 2023.

Fourth Quarter of Fiscal Year 2023 Highlights

•Net sales of $2.18 billion versus $1.28 billion in the third quarter of fiscal year 2023 and $1.64 billion in the same quarter of last year.

•Gross margin of 17.0% versus 17.6% in the third quarter of fiscal year 2023 and 17.6% in the same quarter of last year.

•Net income of $194 million versus $86 million in the third quarter of fiscal year 2023 and $141 million in the same quarter of last year.

•Diluted net income per common share of $3.43versus $1.53 in the third quarter of fiscal year 2023 and $2.60 in the same quarter of last year.

•Non-GAAP diluted net income per common share of $3.51 versus $1.63 in the third quarter of fiscal year 2023 and $2.62 in the same quarter of last year.

•Cash flow used in operations for the fourth quarter of fiscal year 2023 of $9 million and capital expenditures of $8 million.

Non-GAAP gross margin for the fourth quarter of fiscal year 2023 was 17.1%, which adds back stock-based compensation expense of $1 million. Non-GAAP diluted net income per common share for the fourth quarter of fiscal year 2023 was $3.51, with adjustments for stock-based compensation expenses of $13 million, net of the related tax effects of $5 million.

As of June 30, 2023, total cash and cash equivalents was $440 million and bank debt was $290 million.

“Supermicro’s record revenue and 37% year-over-year growth for fiscal year 2023 validates our global leadership position in AI accelerated compute platforms,” said Charles Liang, President and CEO of Supermicro. “We continue to see unprecedented demand for AI and other advanced applications requiring optimized rack-scale solutions. We are in a great position to continue our growth momentum given our record new design wins, customers, and backlog for our best-in-class rack-scale Total AI & IT Solutions.”

Fiscal Year 2023 Summary

Net sales for the fiscal year ended June 30, 2023, were $7.12 billion versus $5.20 billion for the fiscal year ended June 30, 2022. Net income for fiscal year 2023 was $640 million, or $11.43 per diluted share, versus $285 million, or $5.32 per diluted share, for fiscal year 2022. Non-GAAP net income for fiscal year 2023 was $673 million, or $11.81 per diluted share, versus $311 million, or $5.65 per diluted share, for fiscal year 2022. Non-GAAP net income for fiscal year 2023 adds back stock-based compensation expense of $54 million and litigation recovery of $4 million, net of the related tax effects of $17 million.

Business Outlook and Management Commentary

For the first quarter of fiscal year 2024 ending September 30, 2023, the Company expects net sales of $1.90 billion to $2.20 billion, GAAP net income per diluted share of $2.02 to $2.80 and non-GAAP net income per diluted share of $2.75 to $3.50. The Company’s projections for GAAP and non-GAAP net income per diluted share assume a tax rate of approximately 14.7% and 15.4%, respectively, and a fully diluted share count of 56 million shares for GAAP and fully diluted share count of 57 million shares for non-GAAP. The outlook for Q1 of fiscal year 2024 GAAP net income per diluted share includes approximately $44 million in expected stock-based compensation expense and other expenses, net of related tax effects of $9 million, which are excluded from non-GAAP net income per diluted share.

For fiscal year 2024 ending June 30, 2024, the Company expects net sales of $9.5 billion to $10.5 billion.

Conference Call and Webcast Information

Supermicro will hold a public webcast at 2:00 p.m. PDT today to discuss the results for its fourth quarter and full-year fiscal 2023 financial results. Those wishing to access the live webcast may use the following link:

https://events.q4inc.com/attendee/910502687

The conference call can be accessed by registering online at:

https://conferencingportals.com/event/AcFjVwZF

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

A replay of the webcast will be available shortly after the call on the Company’s investor relations website (https://ir.supermicro.com) and will remain accessible for one year.

Cautionary Statement Regarding Forward-Looking Statements

Statements contained in this press release that are not historical fact may be forward looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward looking statements may relate to, among other things, the first quarter of fiscal year 2024 and full year fiscal 2024 guidance; demand for AI and other advanced applications; and the Company's position to continue growth. Such forward looking statements do not constitute guarantees of future performance and are subject to a variety of risks and uncertainties that could cause our actual results to differ materially from those anticipated, including: (i) our quarterly operating results may fluctuate, which could cause rapid declines in our stock price, (ii) as we increasingly target larger customers and larger sales opportunities, our customer base may become more concentrated, our cost of sales may increase, our margins may be lower and our sales may be less predictable, (iii) if we fail to meet publicly announced financial guidance or other expectations about our business, our stock could decline in value, (iv) the average sales prices for our server solutions could decline if customers do not continue to purchase our latest generation products or additional components, and (v) adverse economic conditions may harm our business. Additional factors that could cause actual results to differ materially from those projected or suggested in any forward looking statements are contained in our filings with the Securities and Exchange Commission, including those factors discussed under the caption "Risk Factors" in such filings, particularly in our Annual Report on Form 10-K for our fiscal year ended June 30, 2022, and Quarterly Reports on Form 10-Q filed thereafter.

Use of Non-GAAP Financial Measures

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

About Super Micro Computer, Inc.

Supermicro (NASDAQ: SMCI) is a global leader in Application-Optimized Total IT Solutions. Founded and operating in San Jose, California, Supermicro is committed to delivering first to market innovation for Enterprise, Cloud, AI and 5G Telco/Edge IT Infrastructure. We are transforming into a Total IT Solutions provider with server, AI, storage, IoT and switch systems, software and services while continuing to deliver advanced high-volume motherboard, power, and chassis products. The products are designed and manufactured in-house (in US, Taiwan, and Netherlands) leveraging global operations for scale and efficiency and optimized to improve TCO and reduce environmental impact (Green Computing). The award-winning portfolio of Server Building Block Solutions® allows customers to optimize for their exact workload and application by selecting from a broad family of systems built from our flexible and reusable building blocks that support a comprehensive set of form factors, processors, memory, GPUs, storage, networking, power and cooling solutions (air conditioned, free air cooling or liquid cooling).

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

Investor Relations Contact:

Nicole Noutsios

email: ir@supermicro.com

SUPER MICRO COMPUTER, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 (unaudited)

	June 30,		June 30,
	2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	440,459	$	267,397
Accounts receivable, net of allowance for credit losses	1,148,259		834,513
Inventories	1,445,564		1,545,606
Prepaid expenses and other current assets	145,144		158,799
Total current assets	3,179,426		2,806,315
Property, plant and equipment, net	290,240		285,972
Deferred income taxes, net	162,654		69,929
Other assets	42,409		42,861
Total assets	$	3,674,729	$	3,205,077
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	776,831	$	655,403
Accrued liabilities	163,865		212,419
Income taxes payable	129,166		41,743
Short-term debt	170,123		449,146
Deferred revenue	134,667		111,313
Total current liabilities	1,374,652		1,470,024
Deferred revenue, non-current	169,781		122,548
Long-term debt	120,179		147,618
Other long-term liabilities	37,947		39,140
Total liabilities	1,702,559		1,779,330
Stockholders’ equity:
Common stock and additional paid in capital	538,352		481,741
Accumulated other comprehensive income	639		911
Retained earnings	1,433,014		942,923
Total Super Micro Computer, Inc. stockholders’ equity	1,972,005		1,425,575
Noncontrolling interest	165		172
Total stockholders’ equity	1,972,170		1,425,747
Total liabilities and stockholders’ equity	$	3,674,729	$	3,205,077

SUPER MICRO COMPUTER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

 (unaudited)

	Three Months Ended June 30,				Years Ended June 30,
	2023		2022		2023		2022
Net sales	$	2,184,861	$	1,635,460	$	7,123,482	$	5,196,099
Cost of sales	1,813,165		1,348,116		5,840,470		4,396,098
Gross profit	371,696		287,344		1,283,012		800,001
Operating expenses:
Research and development	84,802		70,790		307,260		272,273
Sales and marketing	31,905		24,186		115,025		90,126
General and administrative	28,234		27,155		99,585		102,435
Total operating expenses	144,941		122,131		521,870		464,834
Income from operations	226,755		165,213		761,142		335,167
Other income, net	2,005		3,973		3,646		8,079
Interest expense	(3,509)		(2,928)		(10,491)		(6,413)
Income before income tax	225,251		166,258		754,297		336,833
Income tax provision	(31,302)		(25,760)		(110,666)		(52,876)
Share of (loss) income from equity investee, net of taxes	(380)		324		(3,633)		1,206
Net income	$	193,569	$	140,822	$	639,998	$	285,163
Net income per common share:
Basic	$	3.67	$	2.70	$	12.09	$	5.54
Diluted	$	3.43	$	2.60	$	11.43	$	5.32
Weighted-average shares used in calculation of net income per common share:
Basic	52,679		52,111		52,925		51,478
Diluted	56,505		54,260		55,970		53,615

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

	Three Months Ended June 30,				Years Ended June 30,
	2023		2022		2023		2022
Cost of sales	$	989	$	498	$	4,574	$	1,876
Research and development	7,187		4,447		30,736		16,571
Sales and marketing	1,128		541		4,599		2,058
General and administrative	3,482		3,398		14,524		12,311
Stock-based compensation expense	$	12,786	$	8,884	$	54,433	$	32,816

SUPER MICRO COMPUTER, INC.

SELECTED CASH FLOW INFORMATION

(in thousands)

 (unaudited)

	Years Ended June 30,
	2023		2022
Net cash provided by (used in) operating activities	$	663,580	$	(440,801)
Net cash used in investing activities	(39,486)		(46,282)
Net cash (used in) provided by financing activities	(448,293)		522,871
Effect of exchange rate fluctuations on cash	(3,400)		(678)
Net increase in cash, cash equivalents and restricted cash	172,401		35,110
Cash, cash equivalents and restricted cash at the beginning of the year	268,559		233,449
Cash, cash equivalents and restricted cash at the end of the year	$	440,960	$	268,559

SUPER MICRO COMPUTER, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(in thousands, except per share amounts)

 (unaudited)

	Three Months Ended June 30,						Twelve Months Ended June 30,
	2023			2022			2023			2022
GAAP GROSS PROFIT	$	371,696		$	287,344		$	1,283,012		$	800,001
Stock-based compensation	989			498			4,574			1,876
Other expenses	—			—			—			295
NON-GAAP GROSS PROFIT	$	372,685		$	287,842		$	1,287,586		$	802,172
GAAP GROSS MARGIN	17.0		%	17.6		%	18.0		%	15.4		%
Stock-based compensation	0.1		%	0.0		%	0.1		%	0.0		%
Other expenses	—		%	—		%	—		%	0.0		%
NON-GAAP GROSS MARGIN	17.1		%	17.6		%	18.1		%	15.4		%
GAAP OPERATING EXPENSES	$	144,941		$	122,131		$	521,870		$	464,834
Stock-based compensation	(11,797)			(8,386)			(49,859)			(30,940)
Litigation settlement costs	—			—			—			(2,000)
Special performance bonuses	—			—			—			(158)
Litigation (expense) recovery	—			(234)			3,770			(4,367)
NON-GAAP OPERATING EXPENSES	$	133,144		$	113,511		$	475,781		$	427,369
GAAP INCOME FROM OPERATIONS	$	226,755		$	165,213		$	761,142		$	335,167
Stock-based compensation	12,786			8,884			54,433			32,816
Litigation settlement costs	—			—			—			2,000
Special performance bonuses	—			—			—			453
Litigation expense (recovery)	—			234			(3,770)			4,367
NON-GAAP INCOME FROM OPERATIONS	$	239,541		$	174,331		$	811,805		$	374,803
GAAP OPERATING MARGIN	10.4		%	10.1		%	10.7		%	6.5		%
Stock-based compensation	0.6		%	0.6		%	0.8		%	0.6		%
Litigation settlement costs	—		%	—		%	—		%	0.0		%
Special performance bonuses	—		%	—		%	—		%	0.0		%
Litigation expense (recovery)	—		%	0.0		%	(0.1)		%	0.1		%
NON-GAAP OPERATING MARGIN	11.0		%	10.7		%	11.4		%	7.2		%
GAAP TAX EXPENSE	$	31,302		$	25,760		$	110,666		$	52,876
Adjustments to tax provision	5,304			4,137			17,267			13,721
NON-GAAP TAX EXPENSE	$	36,606		$	29,897		$	127,933		$	66,597
GAAP NET INCOME	$	193,569		$	140,822		$	639,998		$	285,163

SUPER MICRO COMPUTER, INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES

(in thousands, except per share amounts)

 (unaudited)

	Three Months Ended June 30,				Twelve Months Ended June 30,
	2023		2022		2023		2022
Stock-based compensation	12,786		8,884		54,433		32,816
Litigation settlement costs	—		—		—		2,000
Special performance bonuses	—		—		—		453
Litigation expense (recovery)	—		234		(3,770)		4,367
Adjustments to tax provision	(5,304)		(4,137)		(17,267)		(13,721)
NON-GAAP NET INCOME	$	201,051	$	145,803	$	673,394	$	311,078
GAAP NET INCOME PER COMMON SHARE – BASIC	$	3.67	$	2.70	$	12.09	$	5.54
Impact of NON-GAAP adjustments	0.15		0.10		0.63		0.50
NON-GAAP NET INCOME PER COMMON SHARE – BASIC	$	3.82	$	2.80	$	12.72	$	6.04
GAAP NET INCOME PER COMMON SHARE – DILUTED	$	3.43	$	2.60	$	11.43	$	5.32
Impact of NON-GAAP adjustments	0.08		0.02		0.38		0.33
NON-GAAP NET INCOME PER COMMON SHARE – DILUTED	$	3.51	$	2.62	$	11.81	$	5.65
WEIGHTED-AVERAGE SHARES USED IN COMPUTING NET INCOME PER COMMON SHARE
BASIC – GAAP	52,679		52,111		52,925		51,478
BASIC – NON-GAAP	52,679		52,111		52,925		51,478
DILUTED – GAAP	56,505		54,260		55,970		53,615
DILUTED – NON-GAAP	57,222		55,611		57,027		55,025

Non-GAAP diluted net income per common share for the third quarter of fiscal year 2023 was $1.63, with adjustments for stock-based compensation expenses of $14 million and $2 million litigation expense recovery, net of the related tax effects of $4 million.

XML

Cover	Aug. 08, 2023
Cover [Abstract]
Document Type	8-K
Entity Registrant Name	SUPER MICRO COMPUTER, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-33383
Entity Tax Identification Number	77-0353939
Entity Address, Address Line One	980 Rock Avenue
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95131
City Area Code	408
Local Phone Number	503-8000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	SMCI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001375365
Amendment Flag	false
Document Period End Date	Aug. 08, 2023