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Market Information
+Added: We became a public company in March 2007, prior to which there was no public market for our common stock.
+Added: From March 29, 2007 through August 22, 2018, our common stock traded on the Nasdaq Global Select Market.
Effective at the open of business on August 23, 2018, our common stock was suspended from trading on the Nasdaq Global Select Market.
−Removed: Effective March 22, 2019, our common stock was delisted from the Nasdaq Global Select Market.
−Removed: Since the date our common stock was suspended from trading on the Nasdaq Global Select Market, our common stock has been quoted on the OTC Market and is currently traded under the symbol “SMCI.” Any OTC Market quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.
−Removed: Prior to the suspension, we had traded on the Nasdaq Global Select Market since March 29, 2007, and prior to that time there was no public market for our common stock.
−Removed: As of November 30, 2019, there were 31 registered stockholders of record of our common stock.
+Added: Effective March 22, 2019, our common stock was delisted from the Nasdaq Global Select Market, whereupon our common stock was quoted on the OTC Market and traded under the symbol “SMCI.” On January 14, 2020, our common stock was relisted on the NASDAQ Global Select Market under the symbol “SMCI".
+Added: As of July 31, 2020, there were 30 registered stockholders of record of our common stock.
Because most of our shares are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial stockholders represented by these holders of record.
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We intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future.
−Removed: Under the terms of the credit agreement with Bank of America, dated April 19, 2018, we may not pay any dividends.
+Added: Under the terms of the credit agreement with Bank of America, as amended, we may not pay any dividends.
Equity Compensation Plan
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under the Securities Act of 1933, as amended, or the Exchange Act.
−Removed: The following graph compares our cumulative five-year total stockholder return on our common stock with the cumulative return of the Nasdaq Computer Index, the Nasdaq Composite Index and a new industry peer group, which we refer to as the FY2019 Peer Group, consisting of:
+Added: The performance graph used in our Annual Report on Form 10-K for the year ended June 30, 2019 (the "FY2019 Annual Report") included the cumulative total shareholder return of our peer issuers’ common stock for comparing against the cumulative total shareholder return on our common stock as our common stock had been delisted from the Nasdaq Global Select Market.
+Added: On January 14, 2020, our common stock was relisted on the Nasdaq Global Select Market.
+Added: For the Annual Report on Form 10-K for the fiscal year ending June 30, 2021 (the "FY2021 Annual Report") and onward, we will no longer use the performance of our peer issuers’ common stock to compare against the performance of our common stock, and we will use the NASDAQ Composite Index and NASDAQ Computer Index for comparing against the performance of our common stock beginning with the performance graph contained within this Annual Report on Form 10-K.
+Added: The following graph compares our cumulative five-year total stockholder return on our common stock with the cumulative return of the Nasdaq Computer Index, the Nasdaq Composite Index and an industry peer group, which we refer to as the FY2020 Peer Group, consisting of:
Cray Inc., Extreme Networks, Inc., Infinera Corporation, NetApp, Inc., and NetGear, Inc.
−Removed: In selecting the companies for inclusion in the FY2019 Peer Group, we considered and selected companies with similar industry comparability, net revenues, and operating income as our company.
−Removed: Due to our delisting from the Nasdaq Global Select Market on March 22, 2019, we have added the FY2019 Industry Peer Group.
+Added: Such FY2020 Peer Group is the same as the peer group used in the FY2019 Annual Report to allow easier comparability to the prior year given we do not intend to use such peer group for the FY2021 Annual Report as described above.
+Added: was acquired in September 2019.
+Added: In selecting the companies for inclusion, we considered and selected companies with similar industry comparability, net revenues, and operating income as our company.
The graph reflects an investment of $100 (with reinvestment of all dividends, if any) in our common stock, the Nasdaq Computer Index, the Nasdaq Composite Index and the FY2020 Peer Group, on June 30, 2015 and our relative performance tracked through June 30, 2020 .
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Recent Sales of Unregistered Securities
−Removed: During fiscal years 2018 and 2019 we granted a consultant restricted stock units covering a total of 26,491 shares of our common stock for services rendered.
−Removed: The restricted stock units were fully vested at the time of grant.
−Removed: The issuances did not involve a public offering of securities and we believe that the transactions were exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof and Rule 506 of Regulation D promulgated thereunder.
Issuer Purchases of Equity Securities
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The following selected consolidated financial data should be read in conjunction with Part I, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and the notes thereto included in Part II, Item 8, "Financial Statements and Supplementary Data" of this Annual Report to fully understand factors that may affect the comparability of the information presented below.
−Removed: We derived the selected consolidated balance sheet data as of June 30, 2019 and 2018, and the consolidated statement of operations data for the years ended June 30, 2019, 2018 and 2017 from our audited consolidated financial statements and accompanying notes included in this Annual Report.
−Removed: The consolidated balance sheet data as of June 30, 2017, 2016 and 2015, and the consolidated statement of operations data for the years ended June 30, 2016 and 2015 are derived from our audited consolidated financial statements which are not included in this Annual Report.
+Added: We derived the selected consolidated balance sheet data as of June 30, 2020 and 2019 , the consolidated statement of operations data and the stock-based compensation data for the years ended June 30, 2020 , 2019 and 2018 from our audited consolidated financial statements and accompanying notes included in this Annual Report.
+Added: The consolidated balance sheet data as of June 30, 2018, 2017 and 2016, the consolidated statement of operations data and stock-based compensation data for the years ended June 30, 2017 and 2016 are derived from our audited consolidated financial statements which are not included in this Annual Report.
Operating results for any year are not necessarily indicative of results to be expected for any future periods.
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Income tax provision
−Removed: Share of loss from equity investee, net of taxes
+Added: Share of income (loss) from equity investee, net of taxes
Net income per common share:
Shares used in per share calculation:
−Removed: Stock-based compensation:
−Removed: Cost of sales
−Removed: Research and development
−Removed: Sales and marketing
−Removed: General and administrative
−Removed: Total stock-based compensation
As of June 30,
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.