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Super Micro Computer 8-K Report, Financial Results (Feb 11, 2025)

Reports
Earnings & Results·Other Events·Exhibits & Filings
Filing Date
Filed February 11, 2025
Period End
February 11, 2025
Securities
SMCISMCIP
In the record · 2016–202610-K1010-Q328-K170

SMCI filed 10 annual reports (10-K), 32 quarterly reports (10-Q) and 170 current reports (8-K) between 2016 and 2026.

  1. Restatement8-K · Nov ’18Nov ’18
  2. Leadership change8-K · Mar ’21Mar ’21
  3. Auditor change8-K · Mar ’23Mar ’23
  4. Leadership change8-K · Oct ’26Oct ’26

01—Abstract

Summary

Summary of the 8-K filed February 11, 2025. Cited figures are marked; the original filing is the authoritative source.

Super Micro Computer, Inc. (Nasdaq: SMCI) furnished this Form 8-K on February 11, 2025 with two press releases.

The first announces preliminary, unaudited results for the quarter ended December 31, 2024 (fiscal Q2 2025): net sales of $5.6 billion to $5.7 billiona, with GAAP and non-GAAP gross margin of 11.8% to 11.9%, GAAP diluted EPS of $0.50 to $0.52, and non-GAAP diluted EPS of $0.58 to $0.60. The company expects cash and equivalents of about $1.4 billion and total debt of about $1.9 billion, including roughly $1.7 billion of convertible notes. Guidance was lowered: fiscal 2025 revenue is now expected at $23.5 billion to $25 billion, down from $26 billion to $30 billion, and fiscal Q3 2025 net sales are expected at $5.0 billion to $6.0 billion.

The filing also discloses that the company has not yet completed its financial closing procedures and that its auditors have not reviewed the preliminary data. It expects to file its fiscal 2024 Form 10-K and its fiscal Q1 2025 Form 10-Q by February 25, 2025, and it filed a Form 12b-25 for the second quarter. Adjustments to preliminary fiscal 2024 and Q4 2024 results reduced net sales by roughly $46 millionb net of higher cost of sales, including about $45 million of inventory reserves, and lowered diluted EPS by about $0.09.

The company states that no previously issued financial statements require restatement. It also reports DOJ and SEC subpoenas received in late 2024 following an August 2024 short seller report, and securities litigation that management believes is without merit. The second press release announces privately negotiated agreements with holders of its 0.00% Convertible Senior Notes due 2029 to sell $700.0 millionc of new 2.25% Convertible Senior Notes due 2028 and to amend the existing notes, which would bear 3.50% interest and have a conversion price at an approximate 105% premium to a reference price.

The amendments and the subscription are cross-conditional and expected to close on or about February 20, 2025. The company intends to use the proceeds for general corporate purposes, including working capital.

02—Key points

Key Highlights

  1. Preliminary fiscal Q2 2025 net sales of $5.6 billion to $5.7 billion; GAAP and non-GAAP gross margin of 11.8% to 11.9%.
  2. Preliminary GAAP diluted EPS of $0.50 to $0.52 (flat year over year) and non-GAAP diluted EPS of $0.58 to $0.60 (5% growth at the midpoint).
  3. Fiscal 2025 revenue guidance cut to $23.5 billion to $25 billion from $26 billion to $30 billion; fiscal Q3 2025 net sales guided to $5.0 billion to $6.0 billion.
  4. Preliminary, unaudited results are subject to change; auditors have not reviewed them, and the 10-K and 10-Q are expected by February 25, 2025.
  5. Fiscal 2024 and Q4 2024 adjustments: about $46 million higher net sales, about $96 million higher cost of sales including about $45 million of inventory reserves, and roughly $0.09 lower diluted EPS.
  6. $700.0 million private placement of new 2.25% Convertible Senior Notes due 2028, with amendments to the existing 0.00% notes due 2029 (amended rate 3.50%), expected to close on or about February 20, 2025.
  7. DOJ and SEC subpoenas and securities litigation remain pending following an August 2024 short seller report; management believes the complaints are without merit.

03—Questions

Frequently Asked Questions

  1. Why did the company lower its fiscal 2025 revenue guidance?

    The filing updates fiscal 2025 revenue guidance from $26 billion to $30 billion to $23.5 billion to $25 billion. The press release does not give a specific reason for the change, but it ties the outlook to the transition to direct-liquid cooling technology and NVIDIA Blackwell designs.

  2. Are the preliminary results final?

    No. The company states that the figures are preliminary, unaudited, and subject to change because its financial closing procedures are not complete. Its independent auditor has not reviewed them, and final results may differ materially.

  3. What is the purpose of the $700 million note offering?

    The company intends to use the net proceeds from the new 2.25% Convertible Senior Notes due 2028 for general corporate purposes, including working capital for growth and business expansion. The offering is cross-conditioned on amending the existing 0.00% notes due 2029.

  4. How do the amended notes change for existing holders?

    The amended notes would bear 3.50% annual interest from the effective date of the amendments, and their conversion price would be set at an approximate 105% premium to the reference price, which is the volume-weighted average price on February 12, 2025. The filing states that other terms remain substantially unchanged.

  5. What regulatory and legal matters does the company disclose?

    The company received subpoenas from the Department of Justice and the SEC in late 2024, seeking documents after an August 2024 short seller report. It is cooperating, and several securities litigation complaints and derivative suits have been filed. Management believes the complaints are without merit.

04—Continue

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