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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): February 11, 2025
 

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

Delaware001-3338377-0353939
(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 2.02Results of Operations and Financial Condition
On February 11, 2025, the Company issued a press release announcing preliminary financial information for the quarter ended December 31, 2024. A copy of this press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

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

Item 8.01Other Events

On February 11, 2025, the Company issued a press release announcing that it has entered into privately negotiated agreements with certain holders of its existing 0.00% Convertible Senior Notes due 2029 (the “Existing Notes”) to (i) purchase $700.0 million aggregate principal amount of newly issued 2.25% Convertible Senior Notes due 2028 (the “New Convertible Notes”), and (ii) amend certain terms of, and obtain waivers with respect to, the Existing Notes. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Neither this Current Report on Form 8-K nor the press release attached hereto as Exhibit 99.2 constitutes an offer to sell, or the solicitation of an offer to buy, the New Convertible Notes or the shares of the Company’s common stock, if any, issuable upon conversion of the New Convertible Notes.

Item 9.01Financial Statements and Exhibits

(d) Exhibits







SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
SUPER MICRO COMPUTER, INC.
Date: February 11, 2025
By:/s/ Charles Liang
President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)



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Supermicro Announces Second Quarter Fiscal Year 2025 Preliminary Financial Information

SAN JOSE, Calif. -- February 11, 2025 -- (BUSINESS WIRE) -- Super Micro Computer, Inc. (Nasdaq: SMCI) (“Supermicro” or the “Company”), a Total IT Solution Provider for AI, Cloud, Storage, and 5G/Edge, today announced preliminary financial information for its second quarter of fiscal year 2025 ended December 31, 2024.

Preliminary Second Quarter Fiscal Year 2025 Highlights

The Company expects to report the following financial information for the quarter ended December 31, 2024:

•Net sales in the range of $5.6 billion to $5.7 billion, reflecting 54% year-over-year growth at the midpoint
•GAAP and non-GAAP gross margin in the range of 11.8% to 11.9%
•GAAP diluted net income per common share in the range of $0.50 to $0.52, flat year-over-year
•Non-GAAP diluted net income per common share in the range of $0.58 to $0.60, reflecting 5% year-over-year growth

The non-GAAP gross margin expected to be reported for the second quarter of fiscal year 2025 adds back stock-based compensation expense of approximately $6.7 million. The non-GAAP diluted net income per common share expected to be reported for the second quarter of fiscal year 2025 includes adjustments for stock-based compensation expense of approximately $63.0 million, net of the related tax effects of approximately $19.1 million.

The Company expects to report as of December 31, 2024 total cash and cash equivalents of approximately $1.4 billion and total debt of approximately $1.9 billion with bank debt comprising of approximately $0.2 billion and convertible notes of approximately $1.7 billion.

“With our leading direct-liquid cooling (DLC) technology and over 30% of new data centers expected to adopt it in the next 12 months, Supermicro is well positioned to grow AI infrastructure designs wins based on NVIDIA Blackwell and more,” said Charles Liang, Founder, President and CEO of Supermicro. “Combined with exceptional product quality, service, software, networking, and security with data center building blocks, Supermicro will expand our leadership as the premier US-based data center infrastructure solution provider. We anticipate this technology transition sets a strong foundation for us now, resulting in FY25 revenue in the range of $23.5 billion to $25 billion, paving the way for $40 billion revenue in FY26.”

Business Outlook

The Company expects net sales in the range of $5.0 billion to $6.0 billion for the third quarter of the fiscal year 2025 ending March 31, 2025, GAAP net income per diluted share of $0.36 to $0.53 and non-GAAP net income per diluted share of $0.46 to $0.62. The Company’s projections for GAAP and non-GAAP net income per diluted share assume a tax rate of approximately 10.7% and 12.7%, respectively, and a fully diluted share count of approximately 642 million shares for GAAP and fully diluted share count of approximately 653 million shares for non-GAAP. The outlook for Q3 of fiscal year 2025 GAAP net income per diluted share includes approximately $65 million in expected stock-based compensation expense and other expenses, net of related tax effects of approximately $17 million, which are excluded from non-GAAP net income per diluted share.

For fiscal year 2025, the Company is updating its revenue guidance from a range of $26 billion to $30 billion to a new range of $23.5 billion to $25 billion.



Financial Information Is Preliminary and May Be Subject to Change

The unaudited interim financial information presented in this press release is preliminary. The final financial results reported for this period may also differ from the results reported in this release.

In particular, the data relating to the Company's financial results for the quarter ended December 31, 2024 and the adjustments to its financial results for the fourth quarter of fiscal year 2024 presented in this press release reflect the Company's preliminary estimated unaudited financial results, based upon information available to the Company as of the date of this press release. The Company has provided preliminary estimates of financial results primarily because its financial closing procedures for the quarter ended December 31, 2024 and preliminary estimated adjustments to results for the fiscal year ended June 30, 2024 are not yet complete. The data are not a comprehensive statement of the Company's results for such periods, and the actual results may differ materially from these preliminary estimated data. The Company's actual results remain subject to the completion of management’s and its audit committee’s review and other financial closing processes as well as the completion and preparation of its financial data for such periods. The Company's independent registered public accounting firm has not audited, reviewed, compiled or performed any procedures with respect to such preliminary data. During the course of the preparation of the Company's financial statements and related notes and the completion of the review for such periods, additional adjustments to the preliminary estimated financial information presented here may be identified, and its final results for these periods may vary from these preliminary estimates. This preliminary estimated data should not be considered a substitute for the financial statements to be prepared in accordance with accounting principles generally accepted in the United States and to be filed with the Securities and Exchange Commission once available.

Corporate Updates

Supermicro continues to work diligently toward the filing of its Annual Report on Form 10-K for the fiscal year ended June 30, 2024, and its Quarterly Report on Form 10-Q for the period ended September 30, 2024. Based on information currently available, the Company believes it will make such filings by February 25, 2025. Additionally, the Company today filed a Form 12b-25 for its second fiscal quarter and expects to file its Quarterly Report on Form 10-Q for period ended December 31, 2024, also by February 25, 2025.

In a separate press release issued today, the Company announced that it had agreed to issue in a private placement $700 million of new 2.25% Convertible Senior Notes due 2028 and to amend the terms of its existing Convertible Senior Notes due 2029.

In late 2024, the Company received subpoenas from the Department of Justice and the Securities and Exchange Commission seeking certain documents following the publication of allegations in a short seller report which was published in August 2024. The Company is cooperating with these document requests. In addition, in connection with the delay in filing the periodic reports, several securities litigation complaints and derivative suits were filed against the Company. Management believes these complaints are without merit.

Updates to Unaudited Preliminary Fiscal 2024 and Fourth Quarter Fiscal 2024 Results

The Company is reconfirming that no previously issued financial statements require a restatement. As the Company works toward completing the audit, it made certain adjustments to the preliminary unaudited results for the fourth quarter of fiscal year 2024 that it announced on August 6, 2024. The adjustments recorded in the results for the fourth quarter of fiscal year 2024 include an increase in net sales of approximately $46 million, an increase in cost of sales of approximately $96 million, which includes a charge due to an increase in inventory reserves of approximately $45 million, and an increase in operating expenses of approximately $5 million. Until the Company’s fiscal year 2024 financial statements are filed, the Company is required to reassess its accounting estimates for financial reporting. The charge for inventory reserves results from an unanticipated decline in the market value of certain components that were held in the Company’s inventory or on non-cancellable purchase orders at the end of fiscal year 2024. Collectively, these changes resulted in a downward adjustment to the previously announced preliminary unaudited fiscal year 2024 and fourth quarter of fiscal year 2024 GAAP and non-GAAP diluted net income per common share of approximately $0.09 based on post-split diluted shares outstanding. The foregoing adjustments are to previously announced preliminary unaudited financial results and, as such, do not constitute a restatement.

Conference Call and Webcast Information

Supermicro will present a live audio webcast of a conference call to review the preliminary financial information for its second quarter
of fiscal year 2025 today at 5:00 p.m. ET / 2:00 p.m. PT. The webcast will be available at https://ir.supermicro.com.

A replay of the webcast will be available shortly after the call at the same website and will remain accessible for one year.



Cautionary Statement Regarding Forward Looking Statements

Statements contained in this press release that are not historical in 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. These forward-looking statements can be identified by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “may,” "plan,” “seek,” “should,” “will,” “would” or similar expressions and the negatives of those terms. Such forward-looking statements may relate, among other things, to the preliminary financial information for the quarter ended December 31, 2024, guidance for the third quarter of fiscal year 2025 ending March 31, 2025, the Company’s expectations regarding the percentage of new data centers to adopt DLC infrastructure in the next 12 months, the Company’s ability to achieve compliance with the Nasdaq continued listing requirements and the timing thereof, the outcome of regulatory and enforcement inquiries as well as litigation filed against the Company, the completion of the private placement of new notes and amendment of existing notes, the ability to expand the Company's leadership as a US-based data center infrastructure solution provider, and achieve the fiscal year 2026 revenue target. Such forward-looking statements are based on our current beliefs, assumptions and information available to us and involve known and unknown risks, uncertainties and other factors that may cause our actual results to be materially different from any future results expressed or implied by the forward-looking statements. Additional important risks and factors related to such forward-looking statements including, but not limited to, the timing and consequences of the delays in the Company’s regaining compliance with its SEC filing obligations and the factors contained in our filings with the Securities and Exchange Commission, including those factors discussed under the caption "Risk Factors" in such filings. The foregoing statements regarding the timing of the Company’s filings with the SEC are forward looking and actual timing of such filings could differ materially. Among the factors that could cause the actual timing to differ are any developments in the audit process that delay certification of the results by the Company’s auditors. Except as required by law, we assume no obligation to update these forward-looking statements as the result of new information, future events or otherwise.

Use of Non-GAAP Financial Measures

Non-GAAP gross margin discussed in this press release adds back stock-based compensation expenses. Non-GAAP diluted net income per common share discussed in this press release adds back stock-based compensation expenses adjusted for the related tax effects. Management presents non-GAAP financial measures because it considers them to be important supplemental measures of performance. Management uses the non-GAAP financial measures for planning purposes, including analysis of the Company's performance against prior periods, the preparation of operating budgets, and to determine appropriate levels of operating and capital investments. Management also believes that the non-GAAP financial measures provide additional insight for analysts and investors in evaluating the Company's financial and operational performance. However, these non-GAAP financial measures have limitations as an analytical tool and are not intended to be an alternative to financial measures prepared in accordance with GAAP. Pursuant to the requirements of SEC Regulation G, the reconciliation between the Company's GAAP and non-GAAP financial results is associated with stock-based compensation expenses of $63.0 million, net of the related tax effects of $19.1 million provided above.

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 a Total IT Solutions provider with server, AI, storage, IoT, switch systems, software, and support services. Supermicro's motherboard, power, and chassis design expertise further enable our development and production, enabling next generation innovation from cloud to edge for our global customers. Our products are designed and manufactured in-house (in the US, Taiwan, and the Netherlands), leveraging global operations for scale and efficiency and optimized to improve TCO and reduce environmental impact (Green Computing). The award-winning portfolio of Server Building Block Solutions® allows customers to optimize for their exact workload and application by selecting from a broad family of systems built from our flexible and reusable building blocks that support a comprehensive set of form factors, processors, memory, GPUs, storage, networking, power, and cooling solutions (air-conditioned, free air cooling or liquid cooling).

Supermicro, Server Building Block Solutions, and We Keep IT Green are trademarks and/or registered trademarks of Super Micro Computer, Inc.
Investor Relations Contact:
Nicole Noutsios
Stratos Advisors
email: ir@supermicro.com

Source: Super Micro Computer, Inc.




Supermicro Announces Private Placement of $700.0 Million of New 2.25% Convertible Senior Notes Due 2028 and Amendments to Existing 0.00% Convertible Senior Notes Due 2029


San Jose, Calif. – February 11, 2025 – Super Micro Computer, Inc (NASDAQ: SMCI) (“Supermicro” or the “Company”) today announced that it has entered into privately negotiated agreements with certain holders of its existing 0.00% Convertible Senior Notes due 2029 (the “Existing Notes”) (i) to purchase (the “Subscription”) $700.0 million aggregate principal amount of newly issued 2.25% Convertible Senior Notes due 2028 (the “New Convertible Notes”) and (ii) to amend certain terms of, and obtain waivers with respect to, (together, the “Amendments”) the Existing Notes (as so amended, the “Amended Convertible Notes”). The Amendments are expected to be effective, and the Subscription is expected to close, on or about February 20, 2025, subject to customary closing conditions. The Amendments and the Subscription are cross-conditional. The Company intends to use the net proceeds from the New Convertible Notes offering for general corporate purposes, including to fund working capital for growth and business expansion.

The New Convertible Notes

The New Convertible Notes will be senior, unsecured obligations of the Company, and will bear interest at an annual rate of 2.25%, payable semi-annually on each January 15 and July 15, beginning on July 15, 2025. The conversion price for the New Convertible Notes will be equal to an approximate 50% premium over the volume-weighted average price of the Company’s common stock on February 12, 2025 (the “Reference Price”). The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.

The New Convertible Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Company’s option at any time, and from time to time, on or after March 1, 2026 and on or before the 20th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company’s common stock exceeds 150% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the New Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Holders of the New Convertible Notes will have the right to require the Company to repurchase all or a portion of their New Convertible Notes upon the occurrence of a fundamental change (as defined in the indenture governing the New Convertible Notes) at a cash repurchase price of 100% of their principal amount plus any accrued and unpaid interest, if any, to, but excluding the applicable repurchase date. The New Convertible Notes will mature on July 15, 2028 unless earlier redeemed, repurchased or converted in accordance with their terms prior to such date. Prior to the close of business on the business day immediately preceding January 15, 2028, the New Convertible Notes will be convertible only upon the satisfaction of certain conditions and during certain periods, and on and after January 15, 2028, at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date, the New Convertible Notes will be convertible regardless of these conditions. The Company will settle conversions of the New Convertible Notes by paying or delivering, as applicable, cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock at the Company’s election.



The Amended Convertible Notes

The Amended Convertible Notes will bear interest from the effective date of the Amendments at an annual rate of 3.50%, payable semi-annually on each March 1 and September 1, beginning on September 1, 2025. The conversion price of the Amended Convertible Notes will be amended to be equal to an approximate 105% premium over the Reference Price. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events. Other than corresponding changes to the Amended Convertible Notes to reflect the revised interest rate and conversion price and conversion rate, the terms of the Amended Convertible Notes remain substantially unchanged.

In connection with the Amendments, the Company expects some or all of the holders of the Amended Convertible Notes and/or the New Convertible Notes may enter into or unwind various derivatives with respect to the Company’s common stock and/or purchase or sell shares of the Company’s common stock concurrently with or shortly after the determination of the amended conversion price for the Amended Convertible Notes and the determination of the conversion price for the New Convertible Notes. In particular, the Company expects that many holders of the Amended Convertible Notes employ, and holders of the New Convertible Notes will employ, a convertible arbitrage strategy with respect to the such notes and have or will establish a short position with respect to the Company’s common stock that they would modify or establish through purchases or sales of the Company’s common stock and/or entering into or unwinding various derivatives with respect to the Company’s common stock, as the case may be, in connection with the Amendments or the Subscription. These transactions could cause or avoid an increase or a decrease in the market price of the Company’s common stock, which may also affect the trading price of the Amended Convertible Notes or the New Convertible Notes at that time. In particular, this activity could affect the market price of Company’s common stock concurrently with the pricing of the Amended Convertible Notes or the New Convertible Notes, and could therefore affect the conversion price for the Amended Convertible Notes or the New Convertible Notes.

In connection with the pricing of the Existing Convertible Notes in February of 2024, the Company entered into privately negotiated capped call transactions with certain financial institutions (the “option counterparties”). The capped call transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Existing Convertible Notes, the number of shares of the Company’s common stock underlying the Existing Convertible Notes. As a result of the Amendments, the Company intends to either amend the terms of and/or terminate all or a portion of the capped call transactions. Following any such amendment or termination, the option counterparties or their respective affiliates may modify or terminate their hedge positions by entering into or unwinding various derivatives with respect to the Company's common stock and/or purchasing or selling the Company’s common stock or other securities of the Company concurrently with or shortly after such amendment or termination of the capped call transactions. This activity could also cause or avoid an increase or a decrease in the market price of the Company’s common stock or the Amended Convertible Notes or the New Convertible Notes at that time. In particular, this activity could affect the market price of the Company’s common stock concurrently with the pricing of the Amended Convertible Notes or the New Convertible Notes, and could therefore affect the conversion price for the Amended Convertible Notes or the New Convertible Notes.

Neither the Amended Convertible Notes, the New Convertible Notes, nor any shares of the Company’s common stock issuable upon conversion of the Amended Convertible Notes or the New Convertible Notes, have been registered under the Securities Act or any state securities laws, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the Amended Convertible Notes, the New Convertible Notes, the Company’s common stock potentially issuable upon conversion of the Amended Convertible Notes or the New Convertible Notes or any other securities, and will not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.



Cautionary Statement Regarding Forward-Looking Statements

This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include, among other things, the anticipated terms of the Amended Convertible Notes and the New Convertible Notes, statements regarding the intended use of the proceeds from the Subscription and the potential impact of anticipated transactions by holders of the Amended Convertible Notes, the New Convertible Notes, and the option counterparties on the Company’s securities. Forward-looking statements may be identified by the use of the words “may,” “will,” “expect,” “intend” and other similar expressions. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. These forward-looking statements are based on management’s current expectations and beliefs about future events and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those implied by the forward-looking statements. Among those risks and uncertainties include, but are not limited to, the risks related to whether the Company will consummate the Amendments or the Subscription on the expected terms or at all, the anticipated effects of holders of the Amended Convertible Notes or the New Convertible Notes or the option counterparties entering into or unwinding derivative transactions with respect to the Company’s common stock and/or purchasing or selling the Company’s common stock, market and general conditions, and risks relating to the Company’s business, including those described in periodic reports that the Company files from time to time with the Securities and Exchange Commission. The forward-looking statements included in this press release speak only as of the date of this press release, and the Company does not undertake to update the statements included in this press release for subsequent developments, except as may be required by law.

Investor Relations Contact:
Nicole Noutsios
Stratos Advisors
email: ir@supermicro.com


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Feb. 11, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 11, 2025
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
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Super Micro Computer (NASDAQ:SMCI)
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