Super Micro Computer, Inc. - Quarter Report: 2009 December (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

Form 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2009

¨	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

77-0353939

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification Number)

980 Rock Avenue

San Jose, CA 95131

(Address of principal executive offices)

(408) 503-8000

(Registrant’s telephone number, including area code)

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 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 x 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 (§232.405 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 whether the registrant is a large accelerated filer, an accelerated filer, 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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of January 31, 2010 there were 35,911,598 shares of the registrant’s common stock, $0.001 par value, outstanding, which is the only class of common or voting stock of the registrant issued.

Table of Contents

FORM 10-Q

SUPER MICRO COMPUTER, INC.

INDEX


		Page Number
PART I	FINANCIAL INFORMATION

ITEM 1:	Financial Statements	3

	Condensed Consolidated Balance Sheets (unaudited) as of December 31, 2009 and June 30, 2009	3

	Condensed Consolidated Statements of Operations (unaudited) for the Three and Six Months Ended December 31, 2009 and 2008	4

	Condensed Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended December 31, 2009 and 2008	5

	Notes to Condensed Consolidated Financial Statements (unaudited)	6

ITEM 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

ITEM 3:	Quantitative and Qualitative Disclosures About Market Risks	35

ITEM 4:	Controls and Procedures	36

PART II	OTHER INFORMATION

ITEM 1:	Legal Proceedings	37

ITEM 1A:	Risk Factors	38

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	57

ITEM 3.	Defaults upon Senior Securities	57

ITEM 4.	Submission of Matters to a Vote of Security Holders	57

ITEM 5.	Other Information	57

ITEM 6:	Exhibits	58

	Signatures	59

PART I: FINANCIAL INFORMATION

Item 1.

SUPER MICRO COMPUTER, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(unaudited)


	December 31, 2009			June 30, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	82,275		$	70,295
Short-term investments		445			347
Accounts receivable, net of allowances of $1,188 and $1,068 at December 31, 2009 and June 30, 2009, respectively (including amounts receivable from a related party of $452 and $280 at December 31, 2009 and June 30, 2009, respectively)		54,897			45,709
Inventory, net		134,283			90,044
Restricted assets-current		1,540			—
Deferred income taxes-current		8,920			8,644
Prepaid income taxes		608			3,256
Prepaid expenses and other current assets		1,947			1,723

Total current assets		284,915			220,018
Long-term investments		6,204			14,355
Property, plant and equipment, net		44,822			44,960
Deferred income taxes-noncurrent		1,494			1,917
Restricted assets-noncurrent		228			1,766
Other assets		135			119

Total assets	$	337,798		$	283,135

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable (including amounts due to a related party of $40,353 and $21,455 at December 31, 2009 and June 30, 2009, respectively)	$	112,624		$	73,532
Accrued liabilities		17,837			13,918
Income taxes payable		1,105			—
Advances from receivable financing arrangements		1,426			1,220
Current portion of capital lease obligations		37			42
Current portion of long-term debt		—			319

Total current liabilities		133,029			89,031
Long-term capital lease obligations-net of current portion		50			66
Long-term debt-net of current portion		—			9,675
Other long-term liabilities		6,485			5,741

Total liabilities		139,564			104,513
Commitments and contingencies (Note 14)
Stockholders’ equity:
Common stock and additional paid-in capital, $0.001 par value
Authorized shares: 100,000,000
Issued shares: 36,313,242 and 35,218,284 and outstanding shares: 35,868,214 and 34,773,256 at December 31, 2009 and June 30, 2009, respectively		89,512			81,893
Deferred stock-based compensation		—			(110	)
Treasury stock (at cost), 445,028 shares at December 31, 2009 and June 30, 2009		(2,030	)		(2,030	)
Accumulated other comprehensive loss		(385	)		(801	)
Retained earnings		111,137			99,670

Total stockholders’ equity		198,234			178,622

Total liabilities and stockholders’ equity	$	337,798		$	283,135

See accompanying notes to condensed consolidated financial statements.

SUPER MICRO COMPUTER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

(unaudited)


	Three Months Ended December 31,						Six Months Ended December 31,
	2009			2008			2009			2008
Net sales (including related party sales of $2,380 and $1,228 in the three months ended December 31, 2009 and 2008, respectively, and $4,081 and $2,759 in the six months ended December 31, 2009 and 2008, respectively)	$	181,977		$	128,565		$	330,498		$	272,616
Cost of sales (including related party purchases of $40,235 and $23,869 in the three months ended December 31, 2009 and 2008, respectively, and $67,497 and $55,542 in the six months ended December 31, 2009 and 2008, respectively)		151,668			104,473			275,680			220,688

Gross profit		30,309			24,092			54,818			51,928


Operating expenses:
Research and development		8,754			8,961			17,381			17,046
Sales and marketing		5,138			4,292			9,672			9,048
General and administrative		4,050			3,565			7,849			6,720
Provision for litigation loss		—			—			1,089			—

Total operating expenses		17,942			16,818			35,991			32,814

Income from operations		12,367			7,274			18,827			19,114
Interest income		26			154			58			372
Interest expense		(90	)		(265	)		(223	)		(502	)

Income before income tax provision		12,303			7,163			18,662			18,984
Income tax provision		4,699			1,817			7,195			6,466

Net income	$	7,604		$	5,346		$	11,467		$	12,518


Net income per common share:
Basic	$	0.21		$	0.15		$	0.32		$	0.36
Diluted	$	0.19		$	0.14		$	0.28		$	0.32
Weighted-average shares used in calculation of net income per common share:
Basic		35,539,085			34,443,233			35,242,301			33,739,629
Diluted		39,830,349			38,549,765			39,370,693			38,871,667

See accompanying notes to condensed consolidated financial statements.

SUPER MICRO COMPUTER, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)


	Six Months Ended December 31,
	2009			2008
OPERATING ACTIVITIES:
Net income	$	11,467		$	12,518
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization		2,238			1,688
Stock-based compensation expense		3,238			2,545
Excess tax benefits from stock-based compensation		(1,116	)		—
Allowance for doubtful accounts		204			365
Allowance for sales returns		2,013			2,481
Provision for inventory		1,150			327
Loss on disposal of property, plant and equipment		—			18
Deferred income taxes		(123	)		131
Gain on short-term investments		(1	)		—
Changes in operating assets and liabilities:
Accounts receivable, net (including changes in related party balances of $(172) and $547 during the six months ended December 31, 2009 and 2008, respectively)		(11,405	)		7,068
Inventories		(45,389	)		(3,786	)
Prepaid expenses and other assets		(344	)		(1,532	)
Accounts payable (including changes in related party balances of $18,898 and $3,682 during the six months ended December 31, 2009 and 2008, respectively)		38,771			(14,756	)
Prepaid income taxes/income taxes payable		6,160			703
Accrued liabilities		3,919			2,170
Other long-term liabilities		744			50

Net cash provided by operating activities		11,526			9,990

INVESTING ACTIVITIES:
Restricted assets		(2	)		(41	)
Proceeds from investments		8,740			850
Purchases of property, plant and equipment		(1,675	)		(2,517	)

Net cash provided by (used in) investing activities		7,063			(1,708	)

FINANCING ACTIVITIES:
Proceeds from exercise of stock options		2,084			1,735
Excess tax benefits from stock-based compensation		1,116			—
Repayment of long-term debt		(9,994	)		(140	)
Payment of obligations under capital leases		(21	)		(38	)
Advances under receivable financing arrangements		206			763
Payments to acquire treasury stock		—			(1,786	)

Net cash provided by (used in) financing activities		(6,609	)		534

Net increase in cash and cash equivalents		11,980			8,816
Cash and cash equivalents at beginning of period		70,295			51,481

Cash and cash equivalents at end of period	$	82,275		$	60,297


Supplemental disclosure of cash flow information:
Cash paid for interest	$	224		$	502
Cash paid for taxes	$	793		$	5,182
Non-cash investing and financing activities:
Reversal of deferred stock-based compensation for cancellation of stock options	$	—		$	3
Accrued costs for property, plant and equipment purchases	$	768		$	313
Changes in fair values of investments	$	686		$	(699	)

See accompanying notes to condensed consolidated financial statements.

SUPER MICRO COMPUTER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1. Organization

Super Micro Computer, Inc. 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 wholly owned subsidiaries in the Netherlands, Taiwan, Cayman Islands and California, United States.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The unaudited condensed consolidated financial statements included herein have been prepared by Super Micro Computer, Inc. pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) and include the accounts of Super Micro Computer, Inc. and its wholly-owned subsidiaries (collectively “Super Micro” or the “Company”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the fiscal year ended June 30, 2009 included in its Annual Report on Form 10-K, as filed on August 31, 2009 with the SEC (the “Annual Report”).

The unaudited condensed consolidated financial statements included herein reflect all adjustments, including normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of consolidated financial position, results of operations and cash flows for the periods presented. The condensed consolidated results of operations for the three and six months ended December 31, 2009 and 2008 are not necessarily indicative of the results that may be expected for future quarters or for the year ending June 30, 2010.

Principles of Consolidation

The condensed consolidated financial statements reflect the condensed consolidated balance sheets, results of operations and cash flows of Super Micro Computer, Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated.

Subsequent Events

The Company has evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through February 8, 2010, the date of issuance of the unaudited condensed consolidated financial statements. During this period the Company did not have any material subsequent events.

Fair Value Measurements

The Company accounts for certain assets and liabilities at fair value. 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 our 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.

SUPER MICRO COMPUTER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 3. Recently Issued Accounting Standards

In June 2008, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance which requires participating securities, such as unvested restricted stock awards containing nonforfeitable rights to receive dividends, whether paid or unpaid, to be included in the computation of earnings per share pursuant to the two-class method. The two-class method requires entities to allocate both distributed and undistributed earnings to common shareholders and holders of participating securities. All prior period earnings per share data is required to be adjusted retrospectively to conform with the new guidance. The impact of the Company’s adoption of this standard in the three and six months ended December 31, 2009 and 2008 is described in Note 6.

In June 2009, the FASB issued authoritative guidance on the consolidation of variable interest entities, which is effective for fiscal years beginning after November 15, 2009 and interim periods therein and thereafter. The new guidance requires revised evaluations of whether entities represent variable interest entities, ongoing assessments of control over such entities, and additional disclosures for variable interests. The Company is still evaluating the impact, if any, of the adoption of this standard on its financial position or results of operations.

In October 2009, the FASB issued authoritative guidance on revenue recognition, which is effective prospectively for fiscal years beginning on or after June 15, 2010, with earlier adoption permitted. The new guidance modifies the criteria for recognizing revenue in multiple element arrangements and the scope of what constitutes a non-software deliverable. The Company is currently assessing the impact, if any, of this guidance on its consolidated financial position and results of operations.

In January 2010, the FASB issued authoritative guidance on Fair Value Measurements and Disclosures — Improving Disclosures About Fair Value Measurements. The new guidance requires new disclosures about transfers into and out of Levels 1 and 2 and separate disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements. It also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. The new disclosures and clarifications of existing disclosures are effective for the Company’s second quarter of fiscal year 2010, except for the disclosures about purchases, sales, issuances, and settlements relating to Level 3 measurements, which are effective for the Company’s first quarter of fiscal year 2011. Other than requiring additional disclosures, the adoption of this standard will not have a material impact on the Company’s consolidated financial position and results of operations.

Note 4. Stock-based Compensation and Stockholders’ Equity

Stock Option Plan

In August 2006, the Board of Directors approved the 2006 Equity Incentive Plan (the “2006 Plan”) and reserved for issuance 4,000,000 shares of common stock for the granting of stock options, stock appreciation rights, restricted stock awards, restricted stock units and other equity-based awards. The number of shares reserved automatically increases on July 1 each year through 2016, by an amount equal to the smaller of (a) three percent of the number 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 2006 Plan was approved by the stockholders of the Company in January 2007. 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. In the three and six months ended December 31, 2009, the Company granted options for the purchase of 573,680 and 679,890 shares under the 2006 Plan. At December 31, 2009, 1,312,715 shares of common stock are available for future grant.

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 a five-year vesting period. 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 was no incremental fair value of the option exchanged for the award.

SUPER MICRO COMPUTER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

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 a two-year vesting period. 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 was no incremental fair value of the option exchanged for the awards.

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.

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 three and six months ended December 31, 2009 and 2008 was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions:


	Three Months Ended December 31,						Six Months Ended December 31,
	2009			2008			2009			2008
Risk-free interest rate		2.10	%		2.37	%		2.10	%		2.37% - 3.09	%
Expected life		4.06 years			4.35 years			4.06 years			4.35 years
Dividend yield		0	%		0	%		0	%		0	%
Volatility		53.54	%		55.22	%		53.54% - 55.01	%		48.16% - 55.22	%
Weighted-average fair value	$	3.64		$	2.85		$	3.62		$	3.00

The following table shows total stock-based compensation expense included in the condensed consolidated statements of operations for the three and six month periods ended December 31, 2009 and 2008 (in thousands).


	Three Months Ended December 31,				Six Months Ended December 31,
	2009		2008		2009		2008
Cost of sales	$	158	$	143	$	302	$	276
Research and development		756		645		1,426		1,196
Sales and marketing		247		197		453		388
General and administrative		550		351		1,057		685

Stock-based compensation expense	$	1,711	$	1,336	$	3,238	$	2,545

SUPER MICRO COMPUTER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

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 $562,000 and $1,116,000 of excess tax benefits in the three and six months ended December 31, 2009, respectively, and had no excess tax benefits in the three and six months ended December 31, 2008 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.

Stock Option and Awards Activity

The following table summarizes stock option activity during the six months ended December 31, 2009 under all stock option plans:


	Number of Shares		Weighted Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value (in thousands)
Outstanding at July 1, 2009	12,672,645		$	5.17	6.17	$	40,760
Granted	679,890		$	8.29
Exercised	(778,360	)	$	2.68
Forfeited or cancelled	(54,372	)	$	7.24

Outstanding at December 31, 2009	12,519,803		$	5.48	5.98	$	72,728
Vested and expected to vest at December 31, 2009	11,890,286		$	5.37	5.82	$	70,428
Exercisable at December 31, 2009	8,496,607		$	4.47	4.60	$	58,415

The total intrinsic value of options exercised was $3,239,000 and $4,887,000 for the three and six months ended December 31, 2009, respectively, and $10,334,000 and $25,996,000 for the three and six months ended December 31, 2008, respectively. Stock-based compensation expense in the three and six months ended December 31, 2009 was $1,671,000 and $3,128,000, respectively, and $1,193,000 and $2,232,000 for the three and six months ended December 31, 2008, respectively. As of December 31, 2009, 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 approximately $12,057,000, which will be recognized over a weighted-average vesting period of approximately 2.17 years.

The weighted-average fair value per share of options granted during fiscal year 2005 and 2006, and accounted for using the intrinsic value measurement was $4.58. The intrinsic value per share is being recognized as compensation expense over the applicable vesting period (which equals the service period). The Company amortized $40,000 and $110,000 of stock-based compensation in the three and six months ended December 31, 2009, respectively, and $143,000 and $313,000 in the three and six months ended December 31, 2008, respectively. At December 31, 2009, the Company had fully amortized the deferred stock-based compensation related to these options.

The following table summarizes the Company’s restricted stock award activity for the six months ended December 31, 2009:


	Restricted Stock Awards
	Number of Shares		Weighted Average Grant Date Fair Value Per Share
Nonvested stock at July 1, 2009	1,172,121		$	9.39
Granted	—			—
Vested	(316,598	)	$	8.32
Forfeited	—			—

Nonvested stock at December 31, 2009	855,523		$	9.79

SUPER MICRO COMPUTER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

The intrinsic value of restricted stock awards vested was $718,000 and $2,633,000 for the three and six months ended December 31, 2009, respectively, and $0 for both the three and six months ended December 31, 2008. The total intrinsic value of the outstanding restricted stock awards was $8,376,000 as of December 31, 2009. There is no incremental fair value to be recognized as compensation expense in connection with the restricted stock awards of 855,523 shares.

Note 5. Comprehensive Income

The components of comprehensive income, net of taxes, are as follows (in thousands):


	Three Months Ended December 31,					Six Months Ended December 31,
	2009		2008			2009		2008
Net income	$	7,604	$	5,346		$	11,467	$	12,518
Unrealized gains or (losses) on investments, net of taxes		211		(332	)		416		(425	)

Total comprehensive income	$	7,815	$	5,014		$	11,883	$	12,093

Note 6. 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 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):


	Three Months Ended December 31,						Six Months Ended December 31,
	2009			2008			2009			2008
Basic net income per common share calculation
Net income	$	7,604		$	5,346		$	11,467		$	12,518
Less: Undistributed earnings allocated to participating securities		(196	)		(152	)		(323	)		(247	)

Net income attributable to common shares—basic	$	7,408		$	5,194		$	11,144		$	12,271

Weighted-average number of common shares used to compute basic net income per common share		35,539			34,443			35,242			33,740

Basic net income per common share	$	0.21		$	0.15		$	0.32		$	0.36

Diluted net income per common share calculation
Net income attributable to the Company	$	7,604		$	5,346		$	11,467		$	12,518
Less: Undistributed earnings allocated to participating securities		(175	)		(136	)		(290	)		(215	)

Net income attributable to common shares—diluted	$	7,429		$	5,210		$	11,177		$	12,303

Weighted-average number of common shares used to compute basic net income per common share		35,539			34,443			35,242			33,740
Dilutive effect of options to purchase common stock		4,291			4,107			4,129			5,132

Weighted-average number of common shares used to compute diluted net income attributable the Company per common share		39,830			38,550			39,371			38,872

Diluted net income per common share	$	0.19		$	0.14		$	0.28		$	0.32

SUPER MICRO COMPUTER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

As a result of the adoption of the guidance for determining whether instruments granted in share-based payment transactions are participating securities, basic net income per common share has been recast from $0.16 to $0.15 and $0.37 to $0.36 for the three and six months ended December 31, 2008, respectively. All other basic and diluted net income per common share amounts presented were not impacted by the adoption of this standard.

For the three and six months ended December 31, 2009 and 2008, the Company had stock options outstanding that could potentially dilute basic earnings per common share in the future, but were excluded from the computation of diluted net income per common 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 3,458,000 and 4,311,000 for the three and six months ended December 31, 2009, respectively, and 4,240,000 and 3,840,000 for the three and six months ended December 31, 2008, respectively.

Note 7. Balance Sheet Components (in thousands)

Inventories:


	December 31, 2009		June 30, 2009
Finished goods	$	94,848	$	60,012
Work in process		3,223		794
Purchased parts and raw materials		36,212		29,238

Total inventories, net	$	134,283	$	90,044

The Company recorded a provision (benefit) for excess and obsolete inventory totaling $884,000 and $1,150,000 in the three and six months ended December 31, 2009, respectively, and $(248,000) and $327,000 in the three and six months ended December 31, 2008, respectively. The benefit for excess and obsolete inventory in the three months ended December 31, 2008 was primarily from the sale of previously reserved inventory.

SUPER MICRO COMPUTER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Property, Plant and Equipment:


	December 31, 2009			June 30, 2009
Land	$	19,220		$	19,220
Buildings		19,108			19,108
Building and leasehold improvements		3,091			2,955
Machinery and equipment		11,654			10,218
Furniture and fixtures		2,743			2,684
Purchased software		2,037			1,679

		57,853			55,864
Accumulated depreciation and amortization		(13,031	)		(10,904	)

Property, plant and equipment, net	$	44,822		$	44,960

The cost of assets under capital leases was $272,000 as of December 31, 2009 and June 30, 2009, and related accumulated amortization was $128,000 and $100,000, respectively.

Restricted Assets:

Restricted assets consist primarily of certificates of deposits pledged as security for two irrevocable letters of credit of $121,000 and $1,540,000 as of December 31, 2009 and June 30, 2009. In February 2008, the Company obtained an irrevocable standby letter of credit required by the landlord of its office lease totaling $121,000. In March 2008, the Company posted a bond in the amount of $3,080,000 required by the Paris Court of Appeals related to the Digitechnic lawsuit (see Note 14). The bond was collateralized by an irrevocable standby letter of credit totaling $1,540,000 that is subject to the cancellation in the quarter ending March 31, 2010 and has been classified as a current asset as of December 31, 2009. In October 2009, the Paris Court of Appeals awarded damages of approximately $1,089,000 against the Company. The Company entered into a settlement agreement with Digitechnic, pursuant to which the Company made a payment of $1,055,000 in December 2009.

Product Warranties:


	Three Months Ended December 31,						Six Months Ended December 31,
	2009			2008			2009			2008
Balance, beginning of period	$	3,441		$	3,597		$	3,579		$	2,920
Provision for warranty		2,049			1,660			3,609			3,673
Costs charged to accrual		(1,609	)		(1,597	)		(3,031	)		(3,275	)
Change in estimated liability for pre-existing warranties		(3	)		(240	)		(279	)		102

Balance, end of period	$	3,878		$	3,420		$	3,878		$	3,420

Note 8. Short-term and Long-term Investments

As of December 31, 2009 and June 30, 2009, the Company held approximately $6,590,000 and $14,644,000, 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 and student loans guaranteed by the Federal Family Education Loan Program; such auction rate securities were rated AAA/Aaa or Baa at December 31, 2009 and June 30, 2009. These auction rate preferred shares have no stated maturity date and the stated maturity dates for these auction rate student loans range from 2010 to 2040.

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 December 31, 2009 and June 30, 2009, $6,204,000 and $14,355,000 of these auction rate securities have been classified as long-term available-for-sale investments, respectively, and the remaining $386,000 and $289,000 has been classified as a short-term available-for-sale investment, respectively, because the stated maturity for this security occurs in September and June 2010, respectively.

SUPER MICRO COMPUTER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

The Company has used a discounted cash flow model to estimate the fair value of the auction rate securities as of December 31, 2009 and June 30, 2009. The material factors used in preparing the discounted cash flow model are 1) the discount rate utilized to present value the cash flows, 2) the time period until redemption and 3) the estimated rate of return. Management derives the estimates by obtaining input from market data on the applicable discount rate, estimated time to maturity 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. 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. Based on this assessment of fair value, the Company determined there was a temporary change in fair value of its auction rate securities of an increase of $347,000 and $686,000 during the three and six months ended December 31, 2009, respectively, and a decrease of $546,000 and $699,000 during the three and six months ended December 31, 2008, respectively, and a cumulative total decline of $635,000 and $1,321,000 as of December 31, 2009 and June 30, 2009, respectively. That amount has been recorded as a component of other comprehensive income. As of December 31, 2009 and June 30, 2009, the Company has recorded an accumulated unrealized loss of $385,000 and $801,000, net of deferred income taxes, on both long-term and short-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 financial ability and intent to hold its 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. During the three and six months ended December 31, 2009, approximately $5,300,000 and $8,740,000 of these auction rate securities were redeemed at par.

SUPER MICRO COMPUTER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 9. Fair Value Disclosure

The financial assets of the Company measured at fair value on a recurring basis are cash equivalents, short-term 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 of the identical underlying security in active markets. Certificates of deposits are classified within Level 2 of the fair value hierarchy which is based on observable inputs to quoted market prices, benchmark yields, reported trades, broker/dealer quotes or alternative pricing sources with reasonable levels of price transparency. The Company’s short-term and long-term auction rate security investments are classified within Level 3 of the fair value hierarchy which did not have observable inputs for its auction rate securities as of December 31, 2009. The Company methodology for valuing these investments is the discounted cash flow model and is described in Note 8 of Notes to Condensed Consolidated Financial Statements.

The following table sets forth the Company’s cash equivalents, short-term and long-term investments as of December 31, 2009 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):


	Level 1		Level 2		Level 3		Asset at Fair Value
Money market funds	$	45,077	$	—	$	—	$	45,077
Certificates of deposits		—		1,829		—		1,829
Auction rate securities		—		—		6,590		6,590

Total	$	45,077	$	1,829	$	6,590	$	53,496

The above table excludes $37,196,000 of cash held by the Company. $5,990,000 and $17,978,000 of money market funds were transferred out from Level 1 to cash balance during the three and six months ended December 31, 2009, respectively, and $5,300,000 and $8,740,000 of the auction rate securities were redeemed at par and transferred into Level 1 from Level 3 during the three and six months ended December 31, 2009, respectively.

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 the three and six months ended December 31, 2009 and 2008 (in thousands):


	Three Months Ended December 31,						Six Months Ended December 31,
	2009			2008			2009			2008
Balance as of beginning of period	$	11,543		$	15,103		$	14,644		$	16,106
Total realized gains or (losses) included in net income		—			—			—			—
Total unrealized gains or (losses) included in other comprehensive income		347			(546	)		686			(699	)
Sales and settlements at par		(5,300	)		—			(8,740	)		(850	)
Transfers in and/or out of Level 3		—			—			—			—

Balance as of end of period	$	6,590		$	14,557		$	6,590		$	14,557

The following is a summary of the Company’s short-term investments as of December 31, 2009 and June 30, 2009 (in thousands):


	December 31, 2009
	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Fair Value
Certificate of deposit	$	59	$	—	$	—		$	59
Auction rate security		400		—		(14	)		386

Total	$	459	$	—	$	(14	)	$	445

SUPER MICRO COMPUTER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)


	June 30, 2009
	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Fair Value
Certificate of deposit	$	58	$	—	$	—		$	58
Auction rate security		300		—		(11	)		289

Total	$	358	$	—	$	(11	)	$	347

The following is a summary of the Company’s long-term investments as of December 31, 2009 and June 30, 2009 (in thousands):


	December 31, 2009
	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Fair Value
Auction rate securities	$	6,825	$	—	$	(621	)	$	6,204

	June 30, 2009
	Amortized Cost		Gross Unrealized Holding Gains		Gross Unrealized Holding Losses			Fair Value
Auction rate securities	$	15,665	$	—	$	(1,310	)	$	14,355

Note 10. Advances from Receivable Financing Arrangements

The Company has accounts receivable financing agreements with certain financing companies whereby the financing companies pay the Company for sales transactions that have been pre-approved by these financing companies. The financing companies then collect the receivable from the customers. Such sales transactions totaled approximately $7,470,000 and $14,020,000 for the three and six months ended December 31, 2009, respectively, and $6,526,000 and $12,433,000 for the three and six months ended December 31, 2008, respectively. At December 31, 2009 and June 30, 2009, approximately $1,426,000 and $1,220,000, respectively, remained uncollected from customers subject to these arrangements. Such amounts have been recorded as advances from receivable financing arrangements as the Company has obligations to repurchase inventories seized by the financing companies from defaulting customers. Historically, the Company has not been required to repurchase inventories from the financing companies. These financing arrangements bear interest at rates ranging from 11.70% to 13.80% and 11.10% to 14.76% per annum, depending on the customers’ credit ratings, at December 31, 2009 and June 30, 2009, respectively.

SUPER MICRO COMPUTER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 11. Long-term Obligations

Long-term obligations consisted of the following (in thousands):


	December 31, 2009			June 30, 2009
Building loans	$	—		$	9,994
Capital leases		87			108

Total		87			10,102
Current portion		(37	)		(361	)

Long-term portion	$	50		$	9,741

In April 2004, the Company borrowed $4,275,000 from a bank to purchase a building in San Jose, California. The loan is secured by the property purchased and principal and interest are payable monthly through May 1, 2029. As of June 30, 2009, the total outstanding borrowings were $3,826,00 with interest at 7.23% per annum through July 2012 and then it is adjusted every five years to equal the index of 5-Year United States Treasury Notes as publish in the Wall Street Journal plus 2.75% per annum. In August 2009, the Company repaid the loan and accrued interest for $3,981,000 including a pre-payment penalty of $153,000.

In September 2005, the Company borrowed $6,930,000 from a bank to purchase a building in San Jose, California. The loan is secured by the property purchased. The loan is repayable in equal monthly installments through September 2025. As of June 30, 2009, the total outstanding borrowings were $6,168,000 with interest at 5.77% per annum through September 2010, and then it is adjusted every five years to equal the index of 5-Year United States Treasury Notes plus 1.65% per annum. In July 2009, the Company repaid the loan and accrued interest for $6,191,000 without a pre-payment penalty.

As of June 30, 2009, the gross cost and net book value of the land, building and related improvements collateralizing the borrowings were approximately $17,126,000 and $16,153,000, respectively.

In February 2008, the Company obtained an irrevocable standby letter of credit required by the landlord of its office lease totaling $121,000 that expires on September 1, 2010. As of December 31, 2009, the Company had an unused revolving line of credit totaling $5,000,000 that matures on December 15, 2010 with an interest rate at Prime Rate plus 0.5% per annum. As of December 31, 2009, the Company was in compliance with the financial covenants associated with the line of credit.

SUPER MICRO COMPUTER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 12. Related-party and Other Transactions

Ablecom Technology Inc. — Ablecom, a Taiwan corporation, together with its subsidiaries (“Ablecom”), is one of the Company’s major contract manufacturers. 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, and owns approximately 2.3% of the Company’s common stock. Charles Liang served as a Director of Ablecom during the Company’s fiscal 2006, but is no longer serving in such capacity. In addition, Charles Liang and his wife, also an officer of the Company, collectively own approximately 15.5% of Ablecom while Steve Liang and other family members own approximately 41.3% of Ablecom at December 31, 2009.

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. Under the product design and manufacturing agreements, the Company commits to purchase a minimum quantity over a set period. The purchase price of the products manufactured by Ablecom is negotiated on a purchase order by purchase order basis at each purchase date. However, a fixed charge is added to the price of each unit purchased until the agreed minimum number of units is purchased. In August 2007, the Company entered into a new product development, manufacturing and service agreement with Ablecom. Under the new agreement, the Company has agreed to pay for the cost of blade server tooling and engineering services and will pay for those items when the work has been completed. In this case no fixed charge is added to future purchases for reimbursement of tooling costs. The Company made payments for engineering services of $97,000 to Ablecom during both three and six months ended December 31, 2009 and made payments for tooling assets of $0 and $11,000 to Ablecom during the three and six months ended December 31, 2008, respectively.

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. The Company purchased products from Ablecom totaling approximately $40,235,000 and $67,497,000 and sold products to Ablecom totaling approximately $2,380,000 and $4,081,000 for the three and six months ended December 31, 2009, respectively. The Company purchased products from Ablecom totaling approximately $23,869,000 and $55,542,000 and sold products to Ablecom totaling approximately $1,228,000 and $2,759,000 for the three and six months ended December 31, 2008, respectively.

Amounts owed to the Company by Ablecom as of December 31, 2009 and June 30, 2009, were approximately $452,000 and $280,000, respectively. Amounts owed to Ablecom by the Company as of December 31, 2009 and June 30, 2009, were approximately $40,353,000 and $21,455,000, respectively. Historically, the Company has paid Ablecom the majority of invoiced dollars between 54 and 107 days of invoice. For the three and six months ended December 31, 2009, the Company received $6,000, respectively, from Ablecom for penalty charges and paid approximately $762,000 and $1,246,000, respectively, in tooling assets and miscellaneous costs to Ablecom which included the $97,000 of engineering services for the blade servers referred to above. For the three and six months ended December 31, 2008, the Company paid approximately $465,000 and $985,000, respectively, in tooling assets and miscellaneous costs to Ablecom which included the $0 and $11,000, respectively, of tooling for the blade servers referred to above.

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 $36,229,000 and $21,578,000 at December 31, 2009 and June 30, 2009, 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.

SUPER MICRO COMPUTER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 13. Income Taxes

The Company recorded provisions for income taxes of $4,699,000 and $7,195,000 for the three and six months ended December 31, 2009, respectively, and $1,817,000 and $6,466,000 for the three and six months ended December 31, 2008, respectively. The effective tax rates for the three and six months ended December 31, 2009 and 2008 differs from the federal and state statutory rate primarily due to the expiration of the federal research and development tax credit in the three and six months ended December 31, 2009.

As of December 31, 2009, the Company had a liability for gross unrecognized tax benefits of $4,828,000, substantially all of which, if recognized, would affect the Company’s effective tax rate. During the three and six months ended December 31, 2009, there was no material change in the total amount of the liability for gross unrecognized tax benefits.

At December 31, 2009, the Company had a liability for accrued interest and penalties related to the unrecognized tax benefits of $496,000. During the three and six months ended December 31, 2009, 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 files U.S. federal, U.S. state, and foreign income tax returns. The Company is generally no longer subject to tax examinations for years prior to the fiscal year beginning July 1, 2003.

In connection with the regular examination of the Company’s California tax returns for the fiscal years ended June 30, 2002 and 2003 the Franchise Tax Board has presented certain adjustments to the amounts reflected by the Company on those returns. The timing of the resolution and/or closure on audits is expected to be in the fourth quarter of fiscal year 2010. The Company does not believe that its unrecognized tax benefits will materially change in the next 12 months.

SUPER MICRO COMPUTER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 14. Commitments and Contingencies

Litigation and Claims — The Company was a defendant in a lawsuit with Digitechnic, S.A. (“Digitechnic”), a former customer, before the Bobigny Commercial Court in Paris, France, in which Digitechnic alleged that certain products purchased from the Company were defective. In September 2003, the Bobigny Commercial Court found in favor of Digitechnic and awarded damages totaling $1,178,000. The Company accrued for these damages in its consolidated financial statements as of June 30, 2004, as the best estimate of its loss in this situation. In February 2005, the Paris Court of Appeals reversed the trial court’s ruling, dismissed all of Digitechnic’s claims and awarded $11,000 to the Company for legal expenses. Accordingly, the Company reversed the $1,178,000 accrued in fiscal 2005. Digitechnic appealed the Paris Court of Appeals decision to the French Supreme Court and asked for $2,416,000 for damages. On February 13, 2007, the French Supreme Court reversed the decision of the Paris Court of Appeals, ordering a new hearing before a different panel of the Paris Court of Appeals. In March 2008, the Company posted a bond in the amount of $3,080,000 required by the court. The bond was collateralized by an irrevocable standby letter of credit totaling $1,540,000. In October 2009, the Paris Court of Appeals awarded damages of approximately $1,089,000 against the Company. A provision of $1,089,000 for litigation loss was recorded in the six months ended December 31, 2009. The Company entered into a settlement agreement with Digitechnic, pursuant to which the Company made a payment of $1,055,000 in December 2009.

In addition to the above, the Company is involved in various legal proceedings arising from the normal course of business activities. In management’s opinion, resolution of these matters is not expected to have a material adverse impact on the Company’s consolidated results of operations, cash flows or the Company’s financial position. However, depending on the amount and timing, an unfavorable resolution of a matter could materially affect the Company’s future results of operations, cash flows or financial position in a particular period.

Lease Commitments — The Company leases offices and equipment under non-cancelable operating leases which expire at various dates through 2016. In addition, the Company leases certain of its equipment under capital leases.

SUPER MICRO COMPUTER, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

Note 15. 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 to which the products were shipped. The following is a summary for the three and six months ended December 31, 2009 and 2008, of net sales by geographic region (in thousands):


	Three Months Ended December 31,				Six Months Ended December 31,
	2009		2008		2009		2008
Net sales:
United States	$	104,891	$	83,678	$	198,496	$	179,045
United Kingdom		7,060		3,766		11,958		9,746
Germany		7,642		8,227		14,479		15,773
Rest of Europe		27,203		15,901		45,726		32,426
China		11,319		3,992		20,028		9,409
Rest of Asia		17,534		9,200		28,809		19,962
Other		6,328		3,801		11,002		6,255

	$	181,977	$	128,565	$	330,498	$	272,616

The Company’s long-lived assets located outside the United States are not significant.

The following is a summary of net sales by product type (dollars in thousands):


	Three Months Ended December 31,								Six Months Ended December 31,
	2009				2008				2009				2008
	Amount		Percent of Revenues		Amount		Percent of Net Sales		Amount		Percent of Net Sales		Amount		Percent of Net Sales
Server systems	$	65,469	36.0	%	$	52,725	41.0	%	$	116,641	35.3	%	$	108,519	39.8	%
Subsystems and accessories		116,508	64.0	%		75,840	59.0	%		213,857	64.7	%		164,097	60.2	%

Total	$	181,977	100.0	%	$	128,565	100.0	%	$	330,498	100.0	%	$	272,616	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.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

This section and other parts of this Form 10-Q contain “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 under “Risk Factors” below and in other parts of this Form 10-Q 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.

Overview

We are a global leader in server technology and green computing innovation. We develop and provide high performance server solutions based on an innovative, modular and open-standard architecture. We have wholly owned subsidiaries in the Netherlands, Taiwan, Cayman Islands and California, United States. Our solutions include a range of complete rackmount, workstation, storage, graphic processing unit and blade server systems, as well as subsystems and accessories which can be used by distributors, OEMs and end customers to assemble server systems. To date, we have generated the majority of our net sales from subsystems. Since 2000, we have gradually shifted our focus and resources to designing, developing, manufacturing and selling application optimized server systems. In recent years our growth in net sales has been driven by the growth in the market for application optimized server systems. Net sales of optimized servers were $65.5 million and $116.6 million for the three and six months ended December 31, 2009, respectively, and $52.7 million and $108.5 million for the three and six months ended December 31, 2008, respectively. Net sales of subsystems and accessories were $116.5 million and $213.9 million for the three and six months ended December 31, 2009, respectively, and $75.8 million and $164.1 million for the three and six months ended December 31, 2008, respectively.

We commenced operations in 1993 and have been profitable every year since inception. Our net sales were $182.0 million and $330.5 million for the three and six months ended December 31, 2009, respectively and $128.6 million and $272.6 million for the three and six months ended December 31, 2008, respectively. Our net income was $7.6 million and $11.5 million for the three and six months ended December 31, 2009, respectively, and $5.3 million and $12.5 million for the three and six months ended December 31, 2008, respectively. Our increase in profitability in the three months ended December 31, 2009 was primarily attributable to the increase in our net sales of our subsystems and accessories and server systems offset in part by the decline in gross margins. Our decline in profitability in the six months ended December 31, 2009 was primarily attributable to a reduction in our gross profit as a percentage of net sales as a result of lower margins across our product lines as we grew market share during a time of economic recovery and an increase in operating expenses of $1.1 million for a provision for litigation loss related to the Digitechnic lawsuit (see Note 14 of Notes to Condensed Consolidated Financial Statements).

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. We derived approximately 68.5% and 68.3% of our net sales from products sold to distributors, and 31.5% and 31.7% from sales to OEMs and to end customers for the three and six months ended December 31, 2009, respectively. We derived approximately 66.5% and 64.4% of our net sales from products sold to distributors, and 33.5% and 35.6% from sales to OEMs and to end customers for the three and six months ended December 31, 2008, respectively. None of our customers accounted for 10% or more of our net sales in the three and six months ended December 31, 2009 and 2008. We derived approximately 57.6% and 60.1% of our net sales from customers in the United States for the three and six months ended December 31, 2009, respectively, and approximately 65.1% and 65.7% of our net sales from customers in the United States for the three and six months ended December 31, 2008, respectively. We derived approximately 42.4% and 39.9% of our net sales from customers outside the United States for the three and six months ended December 31, 2009, respectively and approximately 34.9% and 34.3% of our net sales from customers outside the United States for the three and six months ended December 31, 2008.

We perform the majority of our research and development efforts in-house. Research and development expenses represented approximately 4.5% and 5.1% of our net sales for the three and six months ended December 31, 2009, respectively, compared to approximately 7.0% and 6.2% of out net sales for the three and six months ended December 31, 2008, respectively.

We use several suppliers and contract manufacturers to design and manufacture subsystems and accessories in accordance with our specifications, with most final assembly and testing performed at our manufacturing facility in San Jose, California. This arrangement enables us to maintain our cost structure and to benefit from our suppliers’ and contract manufacturers’ research and development and economies of scale.

One of our key suppliers is Ablecom, a related party, which supplies us with contract design and manufacturing support. For the three and six months ended December 31, 2009, our purchases from Ablecom represented approximately 26.5% and 24.5% of our cost of sales, respectively, compared to approximately 22.8% and 25.2% of our cost of sales for the three and six months ended December 31, 2008. respectively. The increase in percentage of cost of sales in the three months ended December 31, 2009 was primarily related to a higher volume of chassis purchases from Ablecom in the three months ended December 31, 2009 in order to support our growth. The decrease in percentage of cost of sales in the six months ended December 31, 2009 was primarily related to higher product mix of subsystems and accessories which were purchased from other suppliers in the six months ended December 31, 2009. 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 and do not have any current plans to reduce our reliance on Ablecom product purchases. 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. 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 and AMD carefully. This also impacts our research and development expenditures. For example, Intel recently introduced its Nehalem line of microprocessors in March of 2009. Our results for the quarter ended March 31, 2009 were in part adversely impacted by customer order delays in anticipation of the introduction and research and development expenditures necessary for us to prepare for the introduction. Subsequently, we benefited from the introduction with an increase in sales of these products. We also solicit input from our customers to understand their future needs as we design and develop our products.

Other Financial Highlights

The following is a summary of other financial highlights of the second quarter of fiscal year 2010:

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We generated (used) cash flows from operations of $1.9 million and $11.6 million during the three and six months ended December 31, 2009, respectively, and $(2.7) million and $10.0 million during the three and six months ended December 31, 2008, respectively. Our cash and cash equivalents, together with our investments, were $88.9 million at the end of the second quarter of fiscal year 2010, compared with $85.0 million at the end of fiscal year 2009.

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Days sales outstanding in accounts receivable (“DSO”) at the end of the second quarter of fiscal year 2010 was 27 days, compared with 34 days at the end of fiscal year 2009.

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Our inventory balance was $134.3 million at the end of the second quarter of fiscal year 2010, compared with $90.0 million at the end of fiscal year 2009. Days sales of inventory (“DSI”) at the end of the second quarter of fiscal year 2010 was 71 days, compared with 76 days at the end of fiscal year 2009. Our purchase commitments with contract manufacturers and suppliers were $73.7 million at the end of the second quarter of fiscal year 2010 and $52.1 million at the end of fiscal year 2009.

We believe that our cash position, our balance sheet, our visibility into our supply chain and our financing capabilities provide a key competitive advantage and position us well to manage through the current economic downturn.

Fiscal Year

Our fiscal year ends on June 30. References to fiscal year 2010, for example, refer to the fiscal year ending June 30, 2010.

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 towards our development efforts. 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 commissions 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.

Provision for litigation loss. Loss from litigation relates to an action filed in France by Digitechnic, S.A., a former customer, alleging that certain products purchased from us were defective. In September 2003, the court found in favor of Digitechnic and awarded damages totaling $1.2 million. In February 2005, the court of appeals dismissed the claims. Digitechnic appealed the decision to the French supreme court and asked for $2.4 million for damages. On February 13, 2007, the French Supreme Court reversed the decision of the Paris Court of Appeals, ordering a new hearing before a different panel of the Paris Court of Appeals. In October 2009, the Paris Court of Appeals awarded damages of approximately $1.1 million against the Company. A provision of $1.1 million for litigation loss was recorded in the six months ended December 31, 2009. The Company entered into a settlement agreement with Digitechnic, pursuant to which the Company made a payment of $1.1 million in December 2009.

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 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 and the Netherlands and to a lesser extent, Taiwan. Our effective tax rate differs from the statutory rate primarily due to tax benefit of tax exempt interest income, research and development tax credits and the domestic production activities deduction.

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 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, free-on-board shipping point terms, except for a few customers who have free-on-board destination terms, and revenue is recognized when the products arrive at the destination, 30 to 60 days payment terms, and no customer acceptance provisions. 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). In addition, we have a sale arrangement with an OEM that has limited product return rights. 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.

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 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. Credits that we issued pursuant to these provisions were $6,000 and $86,000 for the three and six months ended December 31, 2009, respectively, and $129,000 and $223,000 for the three and six months ended December 31, 2008, respectively. We do not commit to future price reductions with any of our customers.

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.

Cooperative marketing accruals. We have arrangements with resellers of our products to reimburse the resellers for cooperative marketing costs meeting specified criteria. We accrue the cooperative marketing costs based on these arrangements and our estimate for resellers’ claims for marketing activities. We record marketing costs meeting such specified criteria within sales and marketing expenses in the accompanying condensed 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 accompanying condensed consolidated statements of operations.

Impairment of short-term and long-term investments. Impairment of short-term and long-term investments relates to the unrealized loss on the carrying value of our investments in auction rate securities; such securities were rated AAA at the date of purchase. The liquidity and fair value of these securities has been negatively impacted by the uncertainty in the credit markets and exposure of these securities to the financial condition of bond insurance companies. We have received all interest payments due on these instruments on a timely basis. Each of these securities has been subject to auction processes for which there had been insufficient bidders on the scheduled rollover dates and the auctions have subsequently failed. When these securities lost the short-term liquidity previously provided by the auction processes, we reclassified these securities as long-term investments. For the security with the stated maturity less than a year, the security was classified as a short-term available-for-sale investment. We have used a discounted cash flow model to estimate the fair value of these investments as of December 31, 2009 and June 30, 2009. The material factors used in preparing the discounted cash flow model are 1) the discount rate utilized to present value the cash flows, 2) the time period until redemption and 3) the estimated rate of return. Management derives the estimates by obtaining input from market data on the applicable discount rate, estimated time to maturity 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 period to liquidity. The fair value of our investment portfolio may change between 2% to 4% 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. As of December 31, 2009 and June 30, 2009 we have recorded an accumulated unrealized loss of $385,000 and $801,000, net of deferred income taxes, on the securities, respectively. We deem this loss to be temporary as we determined that we will not likely be required to sell the securities before their anticipated recovery and we have the intent to hold our investments until recovery of cost.

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 $3.9 million as of December 31, 2009, compared with $3.6 million as of June 30, 2009. The provision for warranty reserve was $2.0 million and $3.6 million in the three and six months ended December 31, 2009, respectively, and $1.7 million and $3.7 million in the three and six months ended December 31, 2008, respectively. Our estimates and assumptions used have been historically close to actual. The change in estimated liability for pre-existing warranties was $3,000 decrease and $0.3 million decrease in the three and six months ended December 31, 2009, respectively and $0.2 million decrease and $0.1 million increase in the three and six months ended December 31, 2008, respectively. As we experienced an increase in net sales in the three months ended December 31, 2009, the provision for warranty reserve increased $0.4 million compared to the three months ended December 31, 2008, respectively. 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.

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 $0.9 million and $1.2 million in the three and six months ended December 31, 2009, respectively, and $(0.2) million and $0.3 million in the three and six months ended December 31, 2008, 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 13 of Notes to Condensed Consolidated Financial Statements for the impact on our condensed consolidated financial statements.

Stock-based compensation. Effective July 1, 2006, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period. Prior to July 1, 2006, we have recorded compensation expense for stock options with exercise prices less than the fair value of the underlying common stock at the option grant date. Amortization of deferred stock compensation, resulting from such stock options granted to employees and directors, when the exercise price of our stock options was less than the deemed market price of the underlying stock on the date of the grant, for the three and six months ended December 31, 2009 was $40,000 and $0.1 million, respectively, compared to $0.1 million and $0.3 million for the three and six months ended December 31, 2008, respectively. Since July 1, 2006, the Company measures the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award. That cost will be recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period). Compensation expense for options granted to employees after July 1, 2006, was $1.7 million and $3.1 million for the three and six months ended December 31, 2009, respectively, and $1.2 million and $2.2 million for the three and six months ended December 31, 2008, respectively.

As of December 31, 2009, the total unrecognized compensation cost, adjusted for estimated forfeitures, related to unvested stock options granted since July 1, 2006 to employees and non-employee directors, was $12.1 million, which is expected to be recognized as an expense over a weighted-average period of approximately 2.17 years. See Note 4 of Notes to Condensed 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. 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 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 analyzed our relationship with Ablecom and its subsidiaries and we have concluded that Ablecom is a variable interest entity in accordance with applicable accounting standards and guidance; however, we are not the primary beneficiary of 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.

Results of Operations

The following table sets forth our financial results, as a percentage of net sales for the periods indicated:


	Three Months Ended December 31,				Six Months Ended December 31,
	2009		2008		2009		2008
Net sales	100.0	%	100.0	%	100.0	%	100.0	%
Cost of sales	83.3		81.3		83.4		81.0

Gross profit	16.7		18.7		16.6		19.0

Operating expenses:
Research and development	4.9		7.0		5.3		6.2
Sales and marketing	2.8		3.3		2.9		3.3
General and administrative	2.2		2.8		2.4		2.5
Provision of litigation loss	—		—		0.3		—

Total operating expenses	9.9		13.1		10.9		12.0

Income from operations	6.8		5.6		5.7		7.0
Interest income	—		0.1		—		0.1
Interest expense	—		(0.1	)	(0.1	)	(0.1	)

Income before income tax provision	6.8		5.6		5.6		7.0
Income tax provision	2.6		1.4		2.1		2.4

Net income	4.2	%	4.2	%	3.5	%	4.6	%

Comparison of Three Months Ended December 31, 2009 and 2008

Net sales. Net sales increased by $53.4 million, or 41.5%, to $182.0 million from $128.6 million, for the three months ended December 31, 2009 and 2008, respectively. This increase was due primarily to an increase in unit volumes and average selling prices of server systems and subsystems and accessories. For the three months ended December 31, 2009, the approximate number of server system units sold increased 20.0% to 48,000 compared to 40,000 for the three months ended December 31, 2008. The average selling price of server system units increased 7.7% to approximately $1,400 in the three months ended December 31, 2009 compared to approximately $1,300 in the three months ended December 31, 2008. The average selling prices of our server systems increased principally due to higher average selling prices of 6000 Series configuration of servers which incorporated additional features. Sales of server systems increased by $12.7 million or 24.2% from the three months ended December 31, 2008 to the three months ended December 31, 2009, primarily due to higher sales of 6000 Series configuration of servers. Sales of server systems represented 36.0% of our net sales for the three months ended December 31, 2009 as compared to 41.0% of our net sales for the three months ended December 31, 2008. For the three months ended December 31, 2009, the approximate number of subsystems and accessories units sold increased 26.7% to 803,000 compared to 634,000 for the three months ended December 31, 2008. Sales of subsystems and accessories units increased by $40.7 million or 53.6% from the three months ended December 31, 2008 to the three months ended December 31, 2009, primarily due to higher sales to distributors and resellers. Sales of subsystems and accessories represented 64.0% of our net sales for the three months ended December 31, 2009 as compared to 59% of our net sales for the three months ended December 31, 2008. We believe that the increase in our net sales in the three months ended December 31, 2009 was primarily attributable to the continuing improvement in the global economy. For the three months ended December 31, 2009 and 2008, we derived approximately 68.5% and 66.5%, respectively, of our net sales from products sold to distributors and we derived approximately 31.5% and 33.5%, respectively, from sales to OEMs and to end customers. For the three months ended December 31, 2009, customers in the United States, Asia, Germany and rest of Europe accounted for approximately 57.6%, 15.9%, 4.2% and 18.8%, of our net sales, respectively, as compared to 65.1%, 10.3%, 6.4% and 15.3%, respectively, for the three months ended December 31, 2008.

Cost of sales. Cost of sales increased by $47.2 million, or 45.2%, to $151.7 million from $104.5 million, for the three months ended December 31, 2009 and 2008, respectively. Cost of sales as a percentage of net sales was 83.3% and 81.3% for the three months ended December 31, 2009 and 2008, respectively. The increase in absolute dollars of cost of sales was primarily attributable to the increase in net sales, an increase of $1.4 million in freight-in charges, an increase of $1.2 million in provision for inventory reserve and an increase of $0.4 million in provision for warranty reserve. The higher cost of sales as a percentage of net sales was primarily due to a decrease in standard gross margin as a result of lower margins across our product lines as we grew market share during a time of economic recovery. In the three months ended December 31, 2009, we recorded a $2.0 million expense, or 1.1% of net sales, related to the provision for warranty reserve as compared to $1.7 million, or 1.3% of net sales, in the three months ended December 31, 2008. The increase in the provision for warranty reserve was primarily due to higher net sales in the three months ended December 31, 2009. 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 the three months ended December 31, 2009, we recorded a $0.9 million expense, or 0.5% of net sales, related to the inventory provision as compared to $0.2 million benefit, or (0.2)% of net sales, in the three months ended December 31, 2008. The increase in the inventory provision was primarily for our older products as we go through product transitions.

Research and development expenses. Research and development expenses decreased by $0.2 million, or 2.3%, to $8.8 million from $9.0 million for the three months ended December 31, 2009 and 2008, respectively. Research and development expenses were 4.9% and 7.0% of net sales for the three months ended December 31, 2009 and 2008, respectively. The decrease in absolute dollars and percentage of net sales was primarily due to an increase of $1.1 million in non-recurring engineering funding from certain suppliers and customers offset in part by an increase of $1.1 million in compensation and benefits resulting from growth in research and development personnel.

Research and development expenses include stock-based compensation expense of $0.8 million and $0.6 million for the three months ended December 31, 2009 and 2008, respectively. The increase in absolute dollars was primarily due to the growth in research and development personnel related to expanded product development initiatives.

Sales and marketing expenses. Sales and marketing expenses increased by $0.8 million, or 19.7%, to $5.1 million from $4.3 million, for the three months ended December 31, 2009 and 2008, respectively. Sales and marketing expenses were 2.8% and 3.3% of net sales for the three months ended December 31, 2009 and 2008, respectively. The increase in absolute dollars was primarily due to an increase of $0.6 million in compensation and benefits resulting from growth in sales and marketing personnel and an increase of $0.2 million in cooperative marketing funding to customers.

Sales and marketing expenses include stock-based compensation expense of $0.2 million for both three months ended December 31, 2009 and 2008.

General and administrative expenses. General and administrative expenses increased by $0.5 million, or 13.6%, to $4.1 million from $3.6 million, for the three months ended December 31, 2009 and 2008, respectively. General and administrative expenses were 2.2% and 2.8% of net sales for three months ended December 31, 2009 and 2008, respectively. The increase in absolute dollar and percentage of net sales was primarily due to an increase of $0.3 million in compensation and benefits and an increase of $0.2 million in professional fees related to audit and tax activities performed in the three months ended December 31, 2009.

General and administrative expenses include stock-based compensation expense of $0.6 million and $0.4 million for the three months ended December 31, 2009 and 2008, respectively.

Interest and other expense, net. Interest and other expense, net changed by $47,000, to $64,000 of expense from $0.1 million of expense, for the three months ended December 31, 2009 compared to the three months ended December 31, 2008, respectively, of which $0.1 million and $0.3 million was interest expense for the three months ended December 31, 2009 and 2008, respectively. The net change was primarily due to lower interest expense as the Company paid off our outstanding building loans in July and August 2009.

Provision for income taxes. Provision for income taxes was $4.7 million and $1.8 million for the three months ended December 31, 2009 and 2008, respectively. The effective tax rate was 38.2% and 25.4% for the three months ended December 31, 2009 and 2008, respectively. The increase in the effective tax rate was primarily due to the expiration of the federal research and development tax credit in the three months ended December 31, 2009.

Comparison of Six Months Ended December 31, 2009 and 2008

Net sales. Net sales increased by $57.9 million, or 21.2%, to $330.5 million from $272.6 million, for the six months ended December 31, 2009 and 2008, respectively. This increase was due primarily to an increase in unit volumes of subsystems and accessories and average selling prices of server systems. For the six months ended December 31, 2009, the approximate number of server system units sold remained 85,000 for the six months ended December 31, 2009 and 2008. The average selling price of server system units increased 7.7% to approximately $1,400 in the six months ended December 31, 2009 compared to approximately $1,300 in the six months ended December 31, 2008. The average selling prices of our server systems increased principally due to higher average selling prices of 6000 Series configuration of servers which incorporated additional features offset in part by declines in average selling prices of more mature products to OEMs and end customers. Sales of server systems increased by $8.1 million or 7.5% from the six months ended December 31, 2008 to the six months ended December 31, 2009, primarily due to higher sales of our 6000 Series configuration of servers offset in part by lower sales of more mature products to OEMs and end customers. Sales of server systems represented 35.3% of our net sales for the six months ended December 31, 2009 as compared to 39.8% of our net sales for the six months ended December 31, 2008. For the six months ended December 31, 2009, the approximate number of subsystems and accessories units sold increased 12.3% to 1,458,000 compared to 1,298,000 for the six months ended December 31, 2008. Sales of subsystems and accessories increased by $49.8 million or 30.3% from the six months ended December 31, 2008 to the six months ended December 31, 2009, primarily due to higher sales to distributors and resellers. Sales of subsystems and accessories represented 64.7% of our net sales for the six months ended December 31, 2009 as compared to 60.2% of our net sales for the six months ended December 31, 2008. For the six months ended December 31, 2009 and 2008, we derived approximately 68.3% and 64.4%, respectively, of our net sales from products sold to distributors and we derived approximately 31.7% and 35.6%, respectively, from sales to OEMs and to end customers. For the six months ended December 31, 2009, customers in the United States, Asia, Germany and rest of Europe accounted for approximately 60.1%, 14.8%, 4.4% and 17.4%, of our net sales, respectively, as compared to 65.7%, 10.8%, 5.8% and 15.4%, respectively, for the six months ended December 31, 2008.

Cost of sales. Cost of sales increased by $55.0 million, or 24.9%, to $275.7 million from $220.7 million, for the six months ended December 31, 2009 and 2008, respectively. Cost of sales as a percentage of net sales was 83.4% and 81.0% for the six months ended December 31, 2009 and 2008, respectively. The increase in absolute dollars of cost of sales was primarily attributable to the increase in net sales, an increase of $0.8 million in provision for inventory reserve and an increase of $0.7 million in freight-in charges. The higher cost of sales as a percentage of net sales was primarily due to a decrease in standard gross margin as a result of lower margins across our product lines as we grew market share during the economic downturn. In the six months ended December 31, 2009, we recorded a $1.2 million expense, or 0.3% of net sales, related to the inventory provision as compared to $0.3 million, or 0.1% of net sales, in the six months ended December 31, 2008. The increase in the inventory provision was primarily for our older products as we go through product transitions.

Research and development expenses. Research and development expenses increased by $0.3 million, or 2.0%, to $17.4 million from $17.0 million, for the six months ended December 31, 2009 and 2008, respectively. Research and development expenses were 5.3% and 6.2% of net sales for the six months ended December 31, 2009 and 2008, respectively. The increase in absolute dollars was primarily due to an increase of $1.5 million in compensation and benefits resulting from growth in research and development personnel, including higher stock-based compensation expense offset in part by an increase of $0.8 million in non-recurring engineering funding from certain suppliers and customers and a decrease of $0.1 million in consulting fees.

Research and development expenses include stock-based compensation expense of $1.4 million and $1.2 million for the six months ended December 31, 2009 and 2008, respectively. The increase in absolute dollars was primarily due to the growth in research and development personnel related to expanded product development initiatives.

Sales and marketing expenses. Sales and marketing expenses increased by $0.6 million, or 6.9%, to $9.7 million from $9.0 million, for the six months ended December 31, 2009 and 2008, respectively. Sales and marketing expenses were 2.9% and 3.3% of net sales for the six months ended December 31, 2009 and 2008, respectively. The increase in absolute dollars was primarily due to an increase of $0.7 million in compensation and benefits resulting from growth in sales and marketing personnel, including higher stock-based compensation expense, a decrease of $0.4 million in cooperative marketing funding from vendors offset in part by a decrease of $0.1 million in marketing trade show expenses and a decrease of $0.1 million in advertising and promotion expenses.

Sales and marketing expenses include stock-based compensation expense of $0.5 million and $0.4 million for the six months ended December 31, 2009 and 2008, respectively.

General and administrative expenses. General and administrative expenses increased by $1.1 million, or 16.8%, to $7.8 million from $6.7 million, for the six months ended December 31, 2009 and 2008. General and administrative expenses were 2.4% and 2.5% of net sales for the six months ended December 31, 2009 and 2008, respectively. The increase in absolute dollars was primarily due to an increase of $0.6 million in compensation and benefits, including higher stock-based compensation expense and an increase of $0.2 million in professional fees related to audit and tax activities performed in the six months ended December 31, 2009.

General and administrative expenses include stock-based compensation expense of $1.1 million and $0.7 million for the six months ended December 31, 2009 and 2008, respectively.

Provision for litigation loss. Loss from litigation increased to $1.1 million from $0, for the six months ended December 31, 2009 and 2008, respectively. The increase was related to the Digitechnic lawsuit. In October 2009, the Paris Court of Appeals awarded damages of approximately $1.1 million against the Company. A provision of $1.1 million for litigation loss was recorded in the six months ended December 31, 2009, and the Company paid off the amount in December 2009. (See Note 14 of Notes to Condensed Consolidated Financial Statements.)

Interest and other expense, net. Interest and other expense, changed by $35,000, to $0.2 million from $0.1 million, for the six months ended December 31, 2009 compared to the same period in 2008, respectively, of which $0.2 million and $0.5 million was interest expense for the six months ended December 31, 2009 and 2008, respectively. The net change was due to lower interest income of $0.3 million resulting from lower interest rates and lower interest expense of $0.3 million as the Company paid off our outstanding building loans in July and August 2009.

Provision for income taxes. Provision for income taxes increased by $0.7 million, or 11.3%, to $7.2 million from $6.5 million, for the six months ended December 31, 2009 and 2008, respectively. The effective tax rate was 38.6% and 34.1% for the six months ended December 31, 2009 and 2008, respectively. The increase in the effective tax rate was primarily due to the expiration of the federal research and development tax credit in the six months ended December 31, 2009.

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. Our cash and cash equivalents and short-term investments were $82.7 million and $70.6 million as of December 31, 2009 and June 30, 2009, respectively.

Operating Activities. Net cash provided by operating activities was $11.5 million and $10.0 million for the six months ended December 31, 2009 and 2008, respectively. Net cash provided by our operating activities for the six months ended December 31, 2009 was primarily due to our net income of $11.5 million, an increase in accounts payable of $38.8 million, an increase in prepaid income taxes/income taxes payable of $6.2 million, an increase in accrued liabilities of $3.9 million and stock-based compensation expense of $3.2 million, which was substantially offset by an increase in inventory of $45.4 million and an increase in accounts receivable of $11.4 million. The increase for the six months ended December 31, 2009 in accounts receivable was primarily due to higher net sales during the six months ended December 31, 2009. The increase for the six months ended December 31, 2009 in inventory, accounts payable and accrued liabilities was due to an increase in demand for our products resulting from a recovering economy and to support the growth of the Company.

Net cash provided by our operating activities for the six months ended December 31, 2008 was primarily due to our net income of $12.5 million, a decrease in accounts receivable of $7.1 million, an allowance for sales returns of $2.5 million, stock-based compensation expense of $2.5 million and an increase in accrued liabilities of $2.2 million which was substantially offset by a decrease in accounts payable of $14.8 million and an increase in inventory of $3.8 million. The decreases for the six months ended December 31, 2008 in accounts receivable and sales returns were primarily due to lower net sales in December and timing of customer payments. The increase for the six months ended December 31, 2008 in inventory was to support our growth and new product introductions. The decreases for the six months ended December 31, 2008 in accounts payable was primarily due to the timing of inventory received and payments to our vendors. The increase for the six months ended December 31, 2008 in accrued liabilities was primarily due to an increase in accrued employee benefits, accrued warranty expense and cooperative marketing accruals to our customers.

Investing activities. Net cash provided by (used in) our investing activities was $7.1 million and $(1.7) million for the six months ended December 31, 2009 and 2008, respectively. In the six months ended December 31, 2009, the redemption at par of investments in auction rate securities of $8.7 million was offset in part by the purchase of property, plant and equipment of $1.7 million. In the six months ended December 31, 2008, $2.5 million was related to the purchase of property, plant and equipment to support our growth offset in part by the redemption of investments in auction rate securities of $0.9 million. We have historically owned our manufacturing facilities and have leased off-shore offices. The expansion of our manufacturing capability has to date not been capital intensive as our internal manufacturing is limited to assembly and test. We expect to continue to make significant capital investments in the future as we expand our assembly and test capabilities and invest in our infrastructure in order to improve our controls and procedures in anticipation of growing our business.

Financing activities. Net cash provided by (used in) our financing activities was $(6.6) million and $0.5 million for the six months ended December 31, 2009 and 2008, respectively. In the six months ended December 31, 2008, we repurchased 390,500 shares of treasury stock for $1.8 million. In the six months ended December 31, 2009 and 2008, $2.1 million and $1.7 million, respectively, was related to the proceeds from exercise of stock options. In the six months ended December 31, 2009, $1.1 million was related to the excess tax benefits from stock-based compensation. We repaid $10.0 million and $0.1 million in loans for the six months ended December 31, 2009 and 2008, respectively.

We have historically generated cash from our operating activities as we have grown. We expect to experience continued growth in our working capital requirements as we continue to expand our business. We intend to fund this continued expansion though cash generated by operations. We anticipate that working capital will constitute a material use of our cash resources. We have sufficient cash on hand to continue to operate in the next 12 months.

Other factors affecting liquidity and capital resources

As of December 31, 2009, we had an unused revolving line of credit totaling $5.0 million that matures on December 15, 2010 with an interest rate at Prime Rate plus 0.5% per annum. As of December 31, 2009, we were in compliance with the financial covenants associated with the line of credit.

In addition, we have historically paid our contract manufacturers within 41 to 76 days of invoice and Ablecom between 54 and 107 days of invoice. Ablecom, a Taiwan corporation, is one of our major contract manufacturers and a related party. As of December 31, 2009 and June 30, 2009 amounts owed to Ablecom by us were approximately $40.4 million and $21.5 million, respectively.

In February 2008, we leased an office building of approximately 246,000 square feet in Fremont, California with total payment obligations of approximately $9.2 million over the next 5.6 years as of December 31, 2009. We also obtained an irrevocable standby letter of credit required by the landlord of the office lease totaling $121,000. This amount has been classified as a noncurrent restricted asset as of December 31, 2009.

In March 2008, we posted a bond in the amount of $3.1 million required by the Paris Court of Appeals related to the Digitechnic lawsuit (see Note 14 of Notes to Condensed Consolidated Financial Statements). The bond was collateralized by an irrevocable standby letter of credit totaling $1.5 million that is subject to the cancellation in the quarter ending March 31, 2010. This amount has been classified as a current restricted asset as of December 31, 2009 as we made a settlement payment of $1.1 million to Digitechnic in December 2009.

As of December 31, 2009, we held approximately $6.6 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 and auction rate student loans guaranteed by the Federal Family Education Loan Program; such auction rate securities were rated AAA/Aaa or Baa at December 31, 2009. These auction rate preferred shares have no stated maturity date and stated maturity dates for these auction rate student loans range from 2010 to 2040. 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 December 31, 2009, $6.2 million of these auction rate securities have been classified as long-term available-for-sale investments. The remaining $0.4 million of auction rate student loan was classified as a short-term available-for-sale investment because the stated maturity for this security occurs in September 2010. Based on our assessment of fair value at December 31, 2009, we have recorded an accumulated unrealized loss of $0.4 million, net of deferred income taxes, on both long-term and short-term auction rate securities. The unrealized loss was deemed to be temporary and has been recorded as a component of accumulated other comprehensive loss. Although we have determined that we will not likely be required to sell the securities before the anticipated recovery and we have the intent to hold these 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 December 31, 2009, 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 December 31, 2009 with respect to these securities and, if a liquid market does not develop for these investments, we could be required to hold them to maturity. During the three and six months ended December 31, 2009, approximately $5.3 million and $8.7 million of these auction rate securities were redeemed at par.

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 could be required, or could elect, to seek additional funding through public or private equity or debt financing and additional funds may not be available on terms acceptable to us or at all.

Contractual Obligations

The following table describes our contractual obligations as of December 31, 2009:


	Payments Due by Period
	Less Than 1 Year		1 to 3 Years		3 to 5 Years		More Than 5 Years		Total
	(in thousands)
Operating leases	$	2,292	$	4,004	$	4,041	$	1,510	$	11,847
Capital leases, including interest		40		47		7		—		94
License arrangement		728		911		911		—		2,550
Purchase commitments		73,694		—		—		—		73,694

Total	$	76,754	$	4,962	$	4,959	$	1,510	$	88,185

The table above excludes liabilities for deferred rent of $0.9 million, deferred revenue for warranty services of $1.3 million and unrecognized tax benefits and related interest and penalties accrual of $4.8 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 are due.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Item 3.

Quantitative and Qualitative Disclosure About Market Risks

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. 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 December 31, 2009, our investments were in money market funds, certificates of deposits and auction rate securities (see Liquidity Risk below).

We had $10.0 million of indebtedness under our credit facilities as of June 30, 2009, and no indebtedness under our credit facilities as of December 31, 2009. We paid off the building loans in July and August 2009 totaling $10.2 million including a prepayment penalty of $0.2 million.

Liquidity Risk

As of December 31, 2009, we held approximately $6.6 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 and auction rate student loans guaranteed by the Federal Family Education Loan Program; such auction rate securities were rated AAA/Aaa or Baa at December 31, 2009. These auction rate preferred shares have no stated maturity date and the stated maturity dates for these auction rate student loans range from 2010 to 2040. 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 December 31, 2009, $6.2 million of these auction rate securities have been classified as long-term available-for-sale investments. The remaining $0.4 million of auction rate student loan was classified as a short-term available-for-sale investment because the stated maturity for this security occurs in September 2010. Based on our assessment of fair value at December 31, 2009, we have recorded an accumulated unrealized loss of $0.4 million, net of deferred income taxes, on both long-term and short-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 the three and six months ended December 31, 2009, approximately $5.3 million and $8.7 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 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 December 31, 2009, 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 December 31, 2009 with respect to these securities and, if a liquid market does not develop for these investments, we could be required to hold them to maturity.

Foreign Currency Risk

To date, our international customer and supplier agreements have been denominated solely in U.S. dollars, and accordingly, we have not been exposed 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 the Netherlands and Taiwan is the U.S. dollar and our local accounts are maintained 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. For example, foreign exchange gain or (loss) was $(4,000) and $(20,000) for the three and six months ended December 31, 2009, respectively, and $(17,000) and $3,000 for the three and six months ended December 31, 2008, respectively.

Item 4.

Controls and Procedures

Evaluation of Effectiveness of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, the Company evaluated the effectiveness of its disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The evaluation considered the procedures designed to ensure that information required to be disclosed by us in the reports filed or submitted by the Company under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and communicated to our management as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective at a reasonable assurance level as of December 31, 2009.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting as defined in Exchange Act Rule 13a-15(f) during the quarter ended December 31, 2009 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II: OTHER INFORMATION

Item 1.

Legal Proceedings.

We were subject to a suit brought by Digitechnic, S.A. which was filed in the Bobigny Commercial Court in Paris, in 1999. The claims involve allegations of damages stemming from allegedly defective products. In September 2003, the Bobigny Commercial Court awarded damages of approximately $1.2 million against us. In February 2005, the Paris Court of Appeals reversed the trial court’s ruling, dismissed all of Digitechnic’s claims and awarded costs to us. Digitechnic appealed the decision to the French Supreme Court and asked for $2.4 million for damages. On February 13, 2007, the French Supreme Court reversed the decision of the Paris Court of Appeals, ordering a new hearing before a different panel of the Paris Court of Appeals. In March 2008, we posted a bond in the amount of $3.1 million required by the court. The bond was collateralized by an irrevocable standby letter of credit totaling $1.5 million. In October 2009, the Paris Court of Appeals awarded damages of approximately $1.1 million against the Company. A provision of $1.1 million for litigation loss was recorded in the six months ended December 31, 2009. The Company entered into a settlement agreement with Digitechnic, pursuant to which the Company made a payment of $1.1 million in December 2009.

In addition to the above, from time to time, we may be involved in various legal proceedings arising from the normal course of business activities. In our opinion, resolution of these and the above matters is not expected to have a material adverse impact on our consolidated results of operations, cash flows or our financial position. However, depending on the amount and timing, an unfavorable resolution of a matter could materially affect our future results of operations, cash flows or financial position in a particular period.

Item 1a.

Risk Factors.

The Risk Factors included in our Annual Report on Form 10-K for the year ended June 30, 2009 have not materially changed. You should carefully consider the following risk factors, as well as the other information in this Form 10-Q, before deciding whether to invest in shares of our common stock. If any of the following risks actually occurs, our business, financial condition and results of operations would suffer. In this case, the trading price of our common stock would likely decline and you might lose all or part of your investment in our common stock. Additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our business operations.

Risks Related to Our Business and Industry

Our operating results may be adversely affected if the economic recovery is not sustained.

Our results of operations for the fiscal year 2009 were adversely impacted by reduced information technology spending in light of the economic downturn and have improved in fiscal year 2010 as the economy has begun to recover. Although we cannot predict the level of such reductions or the impact on our business in future periods, if the economic recovery is not sustained, we could experience:

•

Reduced demand for our products as a result of continued constraints on IT-related capital spending and limitations on available financing;

•

Increased price competition for our products;

•

Risk of excess and obsolete inventories;

•

Excess facilities and manufacturing capacity;

•

Higher overhead costs as a percentage of revenue and higher interest expense; and

•

Risk of uncollectible accounts receivable

Our operating results may also be affected by uncertain or changing economic conditions relating to specific geographical or product market segments. If global economic and market conditions, or economic conditions in the United States or other key markets, remain uncertain or persist, spread, or deteriorate further, we may experience material negative impacts on our business, operating results, and financial condition.

Our significant growth makes it difficult to evaluate our current business and future prospects and may increase the risk of your investment.

Although we have been operating since 1993, our significant growth in revenues over time makes it difficult to evaluate our current business and future prospects. You must consider our business and prospects in light of the risks and difficulties we encounter as a rapidly growing technology company in a very competitive market. These risks and difficulties include, but are not limited to, the risks identified in this section and in particular the following factors:

•

our focus on a single market, the market for application optimized server systems, subsystems and accessories;

•

our increasing focus on the sales of server systems as compared to subsystems and accessories;

•

the success of our blade server systems, which were first introduced in September 2007;

•

the difficulties we face in managing rapid growth in personnel and operations;

•

the timing and success of new products and new technologies introduced by us and our competitors;

•

our ability to build brand awareness in a highly competitive market; and

•

our ability to market new and existing products on our own and with our partners.

We may not be able to successfully address any of these risks or others. Failure to do so adequately could seriously harm our business and cause our operating results to suffer.

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:

•

our ability to attract new customers, retain existing customers and increase sales to such customers;

•

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 materials needed to satisfy customer requirements;

•

variability of our margins based on the mix of server systems, subsystems and accessories we sell;

•

variability of operating expenses as a percentage of net sales;

•

the timing of the introduction of new products by leading microprocessor vendors and other suppliers;

•

our ability to introduce new and innovative server solutions that appeal to our customers;

•

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 rate of expansion, domestically and internationally;

•

the effectiveness of our sales force and the efforts of our distributors;

•

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 for us 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.

If the demand for application optimized server solutions does not continue to develop as we anticipate, demand for our server solutions may not grow as we expect.

The success of our business depends on the continued adoption of application optimized server solutions by businesses for running their critical business applications. The market for application optimized server solutions has begun to develop in recent years. As the market for general purpose servers has grown and matured, leading general purpose server vendors have focused on providing a limited range of models that could be mass produced, thereby creating an opportunity for the development of a market focused on more application optimized servers. This new market has been marked by frequent introductions of new technologies and products. Many of these technologies and products have not yet gained, and may not gain, significant customer acceptance. We expect to devote significant resources to identifying new market trends and developing products to meet anticipated customer demand for application optimized server solutions. Ultimately, however, customers may not purchase application optimized server solutions and instead select general purpose lower-cost server, subsystems and accessories. We are also part of a broader market for server solutions and demand for these server solutions may decline or fail to grow as we expect. Accordingly, we can not assure you that demand for the type of server solutions we offer and plan to offer will continue to develop as we anticipate, or at all.

Our future financial performance will depend on the timely introduction and widespread acceptance of new server solutions and increased functionality of our existing server solutions.

Our future financial performance will depend on our ability to meet customer specifications and requirements by enhancing our current server solutions and developing server solutions with new and better functionality. The success of new features and new server solutions depends on several factors, including their timely introduction and market acceptance. We may not be successful in developing enhancements or new server solutions, or in timely bringing them to market. Customers may also defer purchases of our existing products pending the introduction of anticipated new products. For example, we experienced customer order delays in advance of Intel’s Nehalem microprocessor release at the end of the quarter ended March 31, 2009. If our new server solutions are not competitive with solutions offered by other vendors, we may not be perceived as a technology leader and could miss market opportunities. If we are unable to enhance the functionality of our server solutions or introduce new server solutions which achieve widespread market acceptance, our reputation will be damaged, the value of our brand will diminish, and our business will suffer. In addition, uncertainties about the timing and nature of new features and products could result in increases in our research and development expenses with no assurance of future sales.

We may not be able to successfully manage our planned growth and expansion.

Although we have reduced our spending in light of the recent economic downturn, over time we expect to continue to pursue new customers and expand our product offerings to grow our business rapidly. In connection with this growth, we expect that our annual operating expenses will increase significantly as the economy improves 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 do 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.

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. 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 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, International Business Machines Corporation and Intel. In addition, we also compete with a number of smaller vendors who also sell application optimized servers 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;

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longer operating histories;

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larger sales and marketing organizations and research and development teams and budgets;

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more established relationships with customers, contract manufacturers and suppliers and better channels to reach larger customer bases;

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larger customer service and support organizations with greater geographic scope;

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a broader and more diversified array of products and services; and

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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. 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 new customer 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. In addition, 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 and AMD, to anticipate and deliver new products on a timely basis when new generation materials and core components are made available. Intel and AMD are the only suppliers of the microprocessors we use in our server systems. If we are not able to maintain our 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 and AMD, 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.

Our time to market advantage is dependent upon our suppliers’ ability to continue to introduce improved components for our products.

We are dependent upon our material and core component suppliers, such as Intel and AMD, to continue to introduce improved products with additional features that our customers will find attractive. If the pace of innovation from our suppliers slows, our products may face increased competition if our competitors are able to introduce products that use the latest technology offered by other suppliers in the industry. This price competition could lead to reduced margins and could adversely affect our results of operations.

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, the continuing economic downturn exposes us to greater credit risk.

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 substantial majority of our revenues have resulted from sales of our products through third party distributors and resellers, which sales accounted for approximately 68.5% and 68.3% of our net sales in the three and six months ended December 31, 2009, respectively, compare to approximately 66.5% and 64.4% of our net sales in the three and six months ended December 31, 2008, 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.

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. Although we have not been impacted by this phenomenon to any material extent to date, we experienced greater pricing pressure in the quarter ended March 31, 2009 in anticipation of the release of new products incorporating Intel’s Nehalem microprocessor. However, 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.

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. 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 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. If we are later able to sell such products 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 unexpected expenses or increases in our reserves against potential future charges which would adversely affect our business and financial results. For example, during the three and six months ended December 31, 2009, we recorded inventory write-downs charged to cost of sales of $0.9 million and $1.2 million, respectively, for 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.”

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.

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.

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 quarter ended September 30, 2006, we experienced delays in the delivery of printed circuit board material as a result of the loss of two of our five printer circuit board vendors. One of the vendors filed for bankruptcy and the other changed its business model and ceased supplying us. The delays in delivery of the materials resulted in a reduction of net sales for the quarter of approximately two to three million dollars. 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 or materially change contracts or commitments to us or fail to meet the quality or delivery requirements needed to satisfy customer demand for our products, 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 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 2000, 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 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 approximately 26.5% and 24.5% of our cost of sales for the three and six months ended December 31, 2009, respectively, and approximately 22.8% and 25.2% of our cost of sales for the three and six months ended December 31, 2008, 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 approximately 15.5% of Ablecom’s outstanding common stock. Charles Liang served

as a director of Ablecom during our fiscal 2006, but is not currently serving in such capacity. Mr. Charles Liang, Ms. Liang, Mr. Steve Liang and relatives of these individuals own 56.8% of Ablecom’s outstanding common stock. Mr. and Mrs. Charles Liang, as directors, officers and significant stockholders, and Mr. Liaw, as an officer, director and significant stockholder, 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.

In addition, our relationships with Ablecom could be adversely affected by declines in our stock price or divestments by Ablecom of its shares of our common stock. Steve Liang, Ablecom’s Chief Executive Officer, held approximately 2.3% of our outstanding common stock as of December 31, 2009. If the value of the shares that Steve Liang holds should decline, by decrease in our stock price or by disposition of the shares, if Steve Liang ceases to have significant influence over Ablecom, or if those of our stockholders who hold shares of Ablecom cease to hold a majority 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 less than or 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.

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 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.

We are increasing our operations in Taiwan, China and the Netherlands and could be subject to risks of doing business in the region.

We intend to increase our business operations in Europe and Asia, and particularly in the Netherlands, Taiwan and China. As a result, our exposure to the business risks presented by the economies and regulatory environments of Asia will increase. For example, the validity, enforceability and scope of protection of intellectual property is uncertain and evolving in the Netherlands, Taiwan and China, and our intellectual property rights may not be protected under the laws of the Netherlands, Taiwan and China to the same extent as under laws of the United States. If our intellectual property is misappropriated, we may experience unfair competition and declining sales or be forced to incur increased costs of enforcing our intellectual property rights, both of which would adversely affect our net sales, gross margins and results of operations.

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, but 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:

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heightened price sensitivity from customers in emerging markets;

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our ability to establish local manufacturing, support and service functions, and to form channel relationships with resellers in non-U.S. markets;

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localization of our systems and components, including translation into foreign languages and the associated expenses;

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compliance with multiple, conflicting and changing governmental laws and regulations;

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foreign currency fluctuations;

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limited visibility into sales of our products by our distributors;

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laws favoring local competitors;

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weaker legal protections of intellectual property rights and mechanisms for enforcing those rights;

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market disruptions created by public health crises in regions outside the U.S., such as Avian flu, SARS and other diseases;

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difficulties in staffing and managing foreign operations, including challenges presented by relationships with workers’ councils and labor unions; and

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changing regional economic and political conditions.

These factors could limit our future international sales or otherwise adversely impact our 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 U.S.

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 timeframe. 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 U.S. 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.

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 and in the future we may receive claims that our products infringe or violate third parties’ intellectual property rights. For example, we were subject to a lawsuit filed in 2005 by Rackable Systems, Inc. In May 2007, we settled the claims on terms which had no adverse effect on our business, financial condition and result of operations. In addition, increasingly non-operating companies are purchasing patents and bringing claims against technology companies. We are currently subject to two such claims. 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.

Any failure to adequately expand our sales force will impede our growth.

Though we expect to continue to rely primarily on third party distributors to sell our server solutions, we expect that, over time, our direct sales force will grow. 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. 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 and develop 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.

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.

If the market for modular, open standard-based products does not continue to grow, opportunities to sell our products will be scarcer and our ability to grow would suffer.

The success of our business requires companies to commit to a modular, open standard-based server architecture instead of traditional proprietary and RISC/UNIX based servers. If enterprises do not adopt this open standard-based approach, the market for our products may not grow as we anticipate and our revenues would be adversely affected. Many prospective customers have invested significant financial and human resources in their existing systems, many of which are critical to their operations, and they may be reticent to overhaul their systems. Moreover, many of the server systems that we sell currently run on the Linux operating system, and are subject to the GNU General Public License. Pending litigation involving Linux and the GNU General Public License could be resolved in a manner that adversely affects Linux adoption in our industry and could materially harm our ability to sell our products based on the Linux operating system and the GNU General Public License. If the market for open standard-based modular technologies does not continue to develop for any reason, our ability to grow our business will be adversely affected.

Our business and operations are especially subject to the risks of earthquakes 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 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.

Market demand for our products may decrease as a result of changes in general economic conditions, as well as incidents of terrorism, war and other social and political instability.

Our net sales and gross profit depend largely on general economic conditions and, in particular, the strength of demand for our server solutions in the markets in which we are doing business. From time to time, customers and potential customers have elected not to make purchases of our products due to reduced budgets and uncertainty about the future, and, in the case of distributors, declining demand from their customers for their solutions in which they integrate our products. Similarly, from time to time, acts of terrorism, in particular in the United States, have had a negative impact on information technology spending. High fuel prices and turmoil in the Middle East and elsewhere have increased uncertainty in the United States and our other markets. Should the current conflicts in the Middle East and in other parts of the world suppress economic activity in the United States or globally, our customers may delay or reduce their purchases on information technology, which would result in lower demand for our products and adversely affect our results of operations.

If we acquire any companies or technologies in the future, they could prove difficult to integrate, disrupt our business, dilute stockholder value and adversely affect our operating results.

In the future, we may acquire or make investments in companies, assets or technologies that we believe are complementary or strategic. We have not made any acquisitions or investments to date, and therefore our ability as an organization to make acquisitions or investments is unproven. If we decide to make an acquisition or investment, we face numerous risks, including:

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difficulties in integrating operations, technologies, products and personnel;

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diversion of financial and managerial resources from existing operations;

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risk of overpaying for or misjudging the strategic fit of an acquired company, asset or technology;

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problems or liabilities stemming from defects of an acquired product or intellectual property litigation that may result from offering the acquired product in our markets;

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challenges in retaining employees key to maximize the value of the acquisition or investment;

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inability to generate sufficient return on investment;

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incurrence of significant one-time write-offs; and

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delays in customer purchases due to uncertainty.

If we proceed with an acquisition or investment, we may be required to use a considerable amount of our cash or to finance the transaction through debt or equity securities offerings, which may decrease our financial liquidity or dilute our stockholders and affect the market price of our stock. As a result, if we fail to properly evaluate and execute acquisitions or investments, our business and prospects may be harmed.

We invest in auction rate securities that are subject to market risk and the recent problems in the financial markets could adversely affect the value and liquidity of our assets.

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 December 31, 2009, $6.2 million of these auction rate securities have been classified as long-term available-for-sale investments. The remaining $0.4 million of auction rate student loan was classified as a short-term available-for-sale investment because the stated maturity for this security occurs in September 2010.

Based on our assessment of fair value at December 31, 2009, we have recorded an accumulated unrealized loss of $0.4 million, net of deferred income taxes, on both long-term and short-term auction rate securities. The unrealized loss was deemed to be temporary and has been recorded as a component of accumulated other comprehensive loss.

Although we have determined that we will not likely be required to sell the securities before their anticipated recovery and we have the intent 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 December 31, 2009, 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 December 31, 2009 with respect to these securities and, if a liquid market does not develop for these investments, we could be required to hold them to maturity. During the three and six months ended December 31, 2009, approximately $5.3 million and $8.7 million of auction rate securities were redeemed at par, respectively.

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.

During fiscal year 2008, as part of its evaluation of our internal control over financial reporting, our management determined that we had a material weakness in the operation of controls designed to ensure that changes in classification of amounts, or classifications of amounts associated with new transactions, between cash flows from operating activities, investing activities and financing activities in the consolidated statement of cash flows are appropriate. We concluded that the material weakness had been remediated as of June 30, 2008. As defined in Public Company Accounting Oversight Board Auditing Standard No. 5, a material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. 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, however, 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. In June 2007, we entered into a settlement agreement regarding this claim, and the terms thereof had no adverse effect on our business, financial condition and result of operations. 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 in general have been highly volatile. Accordingly, the trading price of our common stock is likely to be subject to wide fluctuations. Factors, in addition to those outlined elsewhere in this prospectus, that may affect the trading price of our common stock include:

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actual or anticipated variations in our operating results;

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announcements of technological innovations, new products or product enhancements, strategic alliances or significant agreements by us or by our competitors;

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changes in recommendations by any securities analysts that elect to follow our common stock;

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the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;

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the loss of a key customer;

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the loss of key personnel;

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technological advancements rendering our products less valuable;

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lawsuits filed against us;

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changes in operating performance and stock market valuations of other companies that sell similar products;

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price and volume fluctuations in the overall stock market;

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market conditions in our industry, the industries of our customers and the economy as a whole; and

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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. As of December 31, 2009, we had approximately 35.9 million shares of common stock outstanding, net of treasury stock. All of these shares are eligible for sale in the public market, including approximately 11.1 million shares held by directors, executive officers and other affiliates, which are subject to volume limitations under Rule 144 under the Securities Act. In addition, approximately 1.3 million 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 and Rules 144 and 701 under the Securities Act. 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 January 31, 2010, our executive officers, directors, current five percent or greater stockholders and affiliated entities together beneficially owned approximately 37.3 percent of our common stock outstanding, 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, including those who purchase shares in this offering, 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:

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establish a classified board of directors so that not all members of our board are elected at one time;

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require super-majority voting to amend some provisions in our certificate of incorporation and bylaws;

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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;

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limit the ability of our stockholders to call special meetings of stockholders;

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prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;

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provide that the board of directors is expressly authorized to adopt, or to alter or repeal our bylaws; and

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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 you and other stockholders to elect directors of your choosing and cause us to take corporate actions other than those you 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 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Not applicable.

Item 3.

Default Upon Senior Securities.

Not applicable.

Item 4.

Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of our security holders during the quarter ended December 31, 2009.

Item 5.

Other Information.

Not applicable.

Item 6.

Exhibits

(a) Exhibits.


31.1		Certification of Charles Liang, President and Chief Executive Officer of the Registrant pursuant to Section 302, as adopted pursuant to the Sarbanes-Oxley Act of 2002

31.2		Certification of Howard Hideshima, Chief Financial Officer and Secretary of the Registrant pursuant to Section 302, as adopted pursuant to the Sarbanes-Oxley Act of 2002

32.1		Certification of Charles Liang, President and Chief Executive Officer of the Registrant pursuant to Section 906, as adopted pursuant to the Sarbanes-Oxley Act of 2002

32.2		Certification of Howard Hideshima, Chief Financial Officer and Secretary of the Registrant pursuant to Section 906, as adopted pursuant to the Sarbanes-Oxley Act of 2002

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, thereunto duly authorized.


		SUPER MICRO COMPUTER, INC.

Date: February 8, 2010		/s/ CHARLES LIANG
		Charles Liang
		President, Chief Executive Officer and Chairman of the Board
		(Principal Executive Officer)

Date: February 8, 2010		/s/ HOWARD HIDESHIMA
		Howard Hideshima
		Chief Financial Officer
		(Principal Financial and Accounting Officer)