Is Super Micro Computer's Nasdaq listing at risk following this notice?

The filing states that the Letter has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Global Select Market. The Company indicated in its compliance plan that it believes it will file the overdue reports and become current within the discretionary period available to Nasdaq staff to grant.

Which periodic reports are delinquent?

The Company has not yet filed its Annual Report on Form 10-K for the fiscal year ended June 30, 2024, due August 29, 2024, and its Quarterly Report on Form 10-Q for the period ended September 30, 2024, due November 12, 2024. The Company filed Form 12b-25 notices for both reports.

What are the terms of the E.SUN Bank amendments?

The amendments, dated November 14, 2024, extend the date by which E.SUN Bank must review the Taiwan subsidiary's FY2024 financial statements from October 31, 2024 to December 31, 2024. The agreements also contain financial commitments on current ratio, net debt ratio, and interest coverage multiple, and if these are not achieved, the amortization period for current balances will be shortened to one year starting from the 31st of the review month.

What changed in the Cathay Bank loan agreement?

On November 15, 2024, the Company entered into a Fourth Amendment to Loan Agreement, dated as of May 19, 2022, which, among other things, reduces the revolving line and letter of credit sublimit to $458,000.

SMCI 8-K: Material Agreements, Financial Events & More

01—Abstract

Summary

Summary of the 8-K filed November 20, 2024. Cited figures are marked; the original filing is the authoritative source.

Super Micro Computer, Inc. (Nasdaq: SMCI) disclosed on November 20, 2024 that its Taiwan subsidiary amended Notifications and Confirmations of Credit Agreements with E.SUN Bank on November 14, 2024.

The amendments extend the deadline for E.SUN Bank to review the subsidiary's FY2024 financial statements from October 31, 2024 to December 31, 2024. The agreements also include financial commitments tied to current ratio, net debt ratio, and interest coverage multiple; if these are not achieved, the amortization period for current balances will be shortened to one year starting from the 31st of the review month. Separately, on November 15, 2024, the Company entered into a Fourth Amendment to Loan Agreement with Cathay Bank, which, among other things, reduces the revolving line and letter of credit sublimit to $458,000^a.

The most significant item for investors is the Nasdaq notice. On November 19, 2024, the Company received a letter from Nasdaq stating it is not in compliance with Nasdaq Listing Rule 5250(c)(1) due to delays in filing its Form 10-K for the fiscal year ended June 30, 2024, which was due August 29, 2024, and its Form 10-Q for the period ended September 30, 2024, which was due November 12, 2024.

The Company submitted a compliance plan to Nasdaq on November 18, 2024, stating it believes it can file both reports and become current within the discretionary period available to Nasdaq staff. The Letter has no immediate effect on the listing or trading of the common stock on the Nasdaq Global Select Market.

02—Key points

Key Highlights

Nasdaq notice: On November 19, 2024, the Company received a Nasdaq letter citing non-compliance with Listing Rule 5250(c)(1) because of delayed filings of its 2024 Form 10-K and Q1 2025 Form 10-Q.
Filing deadlines: The 2024 Form 10-K was due August 29, 2024, and the Q1 2025 Form 10-Q was due November 12, 2024; Form 12b-25 notices were filed on August 30, 2024 and November 13, 2024.
Compliance plan: The Company submitted a compliance plan to Nasdaq on November 18, 2024, stating it expects to file both reports and become current within the discretionary period available to Nasdaq staff.
No immediate listing impact: The Letter has no immediate effect on the listing or trading of the common stock on the Nasdaq Global Select Market.
E.SUN Bank amendments: On November 14, 2024, the Taiwan subsidiary extended the E.SUN Bank review deadline for its FY2024 financial statements from October 31, 2024 to December 31, 2024.
Covenant risk: E.SUN Bank credit agreements include financial commitments on current ratio, net debt ratio, and interest coverage multiple; failure to meet them shortens the amortization period for current balances to one year.
Cathay Bank facility reduced: A Fourth Amendment dated November 15, 2024 reduces the revolving line and letter of credit sublimit to $458,000.

03—Questions

Frequently Asked Questions

Is Super Micro Computer's Nasdaq listing at risk following this notice?
The filing states that the Letter has no immediate effect on the listing or trading of the Company's common stock on the Nasdaq Global Select Market. The Company indicated in its compliance plan that it believes it will file the overdue reports and become current within the discretionary period available to Nasdaq staff to grant.
Which periodic reports are delinquent?
The Company has not yet filed its Annual Report on Form 10-K for the fiscal year ended June 30, 2024, due August 29, 2024, and its Quarterly Report on Form 10-Q for the period ended September 30, 2024, due November 12, 2024. The Company filed Form 12b-25 notices for both reports.
What are the terms of the E.SUN Bank amendments?
The amendments, dated November 14, 2024, extend the date by which E.SUN Bank must review the Taiwan subsidiary's FY2024 financial statements from October 31, 2024 to December 31, 2024. The agreements also contain financial commitments on current ratio, net debt ratio, and interest coverage multiple, and if these are not achieved, the amortization period for current balances will be shortened to one year starting from the 31st of the review month.
What changed in the Cathay Bank loan agreement?
On November 15, 2024, the Company entered into a Fourth Amendment to Loan Agreement, dated as of May 19, 2022, which, among other things, reduces the revolving line and letter of credit sublimit to $458,000.

04—Continue

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