Related Party Transactions | Related Party Transactions The Company has a variety of business relationships with Ablecom and Compuware. Ablecom and Compuware are both Taiwan corporations. Ablecom is one of the Company’s major contract manufacturers; Compuware is both a distributor of the Company’s products and a contract manufacturer for the Company. 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. Steve Liang and his family members owned approximately 36.0% of Ablecom’s stock and Charles Liang and his spouse, Sara Liu, who is also an officer and director of the Company, collectively owned approximately 10.5% of Ablecom’s capital stock as of December 31, 2023. Bill Liang, a brother of both Charles Liang and Steve Liang, is a member of the Board of Directors of Ablecom. Bill Liang is also the Chief Executive Officer of Compuware, a member of Compuware’s Board of Directors and a holder of a significant equity interest in Compuware. Steve Liang is also a member of Compuware’s Board of Directors and is an equity holder of Compuware. Neither Charles Liang nor Sara Liu own any capital stock of Compuware and the Company does not own any of Ablecom or Compuware’s capital stock. In addition, a sibling of Yih-Shyan (Wally) Liaw, who is our Senior Vice President, Business Development and a director, owns approximately 11.7% of Ablecom’s capital stock and 8.7% of Compuware’s capital stock. Dealings with Ablecom The Company has entered into a series of agreements with Ablecom, including multiple product development, production and service agreements, product manufacturing agreements, manufacturing services agreements and lease agreements for warehouse space. Under these agreements, the Company outsources to Ablecom a portion of its design activities and a significant part of its server chassis manufacturing as well as an immaterial portion of other components. Ablecom manufactured approximately 87.2% and 95.5% of the chassis included in the products sold by the Company during the three months ended December 31, 2023 and 2022, respectively, and 86.3% and 91.8% of the chassis included in the products sold by the Company during the six months ended December 31, 2023 and 2022, respectively. With respect to design activities, Ablecom generally agrees to design certain agreed-upon products according to the Company’s specifications, and further agrees to build the tools needed to manufacture the products. The Company pays Ablecom for the design and engineering services, and further agrees to pay Ablecom for the tooling. The Company retains full ownership of any intellectual property resulting from the design of these products and tooling. With respect to the manufacturing aspects of the relationship, Ablecom purchases most of materials needed to manufacture the chassis from third parties and the Company provides certain components used in the manufacturing process (such as power supplies) to Ablecom through consignment or sales transactions. Ablecom uses these materials and components to manufacture the completed chassis and then sell them back to the Company. For the components purchased from the Company, Ablecom sells the components back to the Company at a price equal to the price at which the Company sold the components to Ablecom. The Company and Ablecom frequently review and negotiate the prices of the chassis the Company purchases from Ablecom. In addition to inventory purchases, the Company also incurs other costs associated with design services, tooling and other miscellaneous costs from Ablecom. The Company’s exposure to financial loss as a result of its involvement with Ablecom is limited to 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. Outstanding cancellable and non-cancellable purchase orders from the Company to Ablecom on December 31, 2023 were $49.1 million and $37.5 million, respectively, and outstanding cancellable and non-cancellable purchase orders from the Company to Ablecom on June 30, 2023 were $37.4 million and $23.7 million, respectively, effectively representing the exposure to financial loss. The Company does not directly or indirectly guarantee any obligations of Ablecom, or any losses that the equity holders of Ablecom may suffer. Since Ablecom manufactures substantially all the chassis that the Company incorporates into its products, if Ablecom were to suddenly be unable to manufacture chassis for the Company, the Company’s business could suffer if the Company is unable to quickly qualify substitute suppliers who can supply high-quality chassis to the Company in volume and at acceptable prices. Dealings with Compuware The Company has entered into a distribution agreement with Compuware, under which the Company appointed Compuware as a non-exclusive distributor of the Company’s products in Taiwan, China and Australia. Compuware assumes the responsibility to install the Company’s products at the site of the end customer, if required, and administers customer support in exchange for a discount from the Company’s standard price for its purchases. The Company also has entered into a series of agreements with Compuware, including multiple product development, production and service agreements, product manufacturing agreements, and lease agreements for office space. Under these agreements, the Company outsources to Compuware a portion of its design activities and a significant part of its power supplies manufacturing as well as an immaterial portion of other components. With respect to design activities, Compuware generally agrees to design certain agreed-upon products according to the Company’s specifications, and further agrees to build the tools needed to manufacture the products. The Company pays Compuware for the design and engineering services, and further agrees to pay Compuware for the tooling. The Company retains full ownership of any intellectual property resulting from the design of these products and tooling. With respect to the manufacturing aspects of the relationship, Compuware purchases most of materials needed to manufacture the power supplies from outside markets and uses these materials to manufacture the products and then sell those products to the Company. The Company and Compuware frequently review and negotiate the prices of the power supplies the Company purchases from Compuware. Compuware also manufactures motherboards, backplanes and other components used on printed circuit boards for the Company. The Company sells to Compuware most of the components needed to manufacture the above products. Compuware uses the components to manufacture the products and then sells the products back to the Company at a purchase price equal to the price at which the Company sold the components to Compuware, plus a “manufacturing value added” fee and other miscellaneous material charges and costs including overhead and labor. The Company and Compuware frequently review and negotiate the amount of the “manufacturing value added” fee that will be included in the price of the products the Company purchases from Compuware. In addition to the inventory purchases, the Company also incurs costs associated with design services, tooling assets, and miscellaneous costs. The Company’s exposure to financial loss as a result of its involvement with Compuware is limited to 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. Outstanding cancellable and non-cancellable purchase orders from the Company to Compuware on December 31, 2023 were $121.6 million and $49.9 million, respectively, and outstanding cancellable and non-cancellable purchase orders from the Company to Compuware on June 30, 2023 were $156.2 million and $46.8 million, respectively, effectively representing the exposure to financial loss. The Company does not directly or indirectly guarantee any obligations of Compuware, or any losses that the equity holders of Compuware may suffer. Dealings with Investment in a Corporate Venture In October 2016, the Company entered into agreements pursuant to which the Company contributed certain technology rights in connection with an investment in a privately-held company (the “Corporate Venture”) located in China to expand the Company’s presence in China. The Corporate Venture is 30% owned by the Company and 70% owned by another company in China. The transaction was closed in the third fiscal quarter of 2017 and the investment is accounted for using the equity method. As such, the Corporate Venture is also a related party. The Company recorded a deferred gain related to the contribution of certain technology rights. There was no balance in the deferred gain in the consolidated balance sheets as of December 31, 2023 and June 30, 2023. The Company monitors the investment for events or circumstances indicative of potential impairment and makes appropriate reductions in carrying values if it determines that an impairment charge is required. In June 2020, the third-party parent company that controls the Corporate Venture was placed on a U.S. government export control list, along with several of such third-party parent’s related entities and a separate listing for one of its subsidiaries. The Corporate Venture is not itself a restricted party. The Company has concluded that the Corporate Venture is in compliance with the new restrictions. The Company does not believe that the equity investment carrying value is impacted as of December 31, 2023. No impairment charge was recorded for the three and six months ended December 31, 2023 or 2022. The Company sold products worth $11.4 million and $6.0 million to the Corporate Venture during the three months ended December 31, 2023 and 2022, respectively, and $12.2 million and $17.3 million to the Corporate Venture during the six months ended December 31, 2023 and 2022, respectively. The Company’s share of intra-entity profits on the products that remained unsold by the Corporate Venture as of December 31, 2023 and June 30, 2023 have been eliminated and have reduced the carrying value of the Company’s investment in the Corporate Venture. To the extent that the elimination of intra-entity profits reduces the investment balance below zero, such amounts are recorded within accrued liabilities. The Company had $3.5 million and $1.9 million due from the Corporate Venture in accounts receivable, net as of December 31, 2023 and June 30, 2023, respectively. The Company had the following balances related to transactions with its related parties as of December 31, 2023 and June 30, 2023 (in thousands): Ablecom Compuware Corporate Venture Total December 31, 2023 June 30, 2023 December 31, 2023 June 30, 2023 December 31, 2023 June 30, 2023 December 31, 2023 June 30, 2023 Accounts receivable $ 2 $ 2 $ 289 $ 3,528 $ 3,568 $ 1,943 $ 3,859 $ 5,473 Other receivable (1) $ 2,270 $ 2,841 $ 32,023 $ 24,891 $ — $ — $ 34,293 $ 27,732 Accounts payable $ 46,649 $ 35,711 $ 55,051 $ 53,423 $ — $ — $ 101,700 $ 89,134 Accrued liabilities (2) $ 1,074 $ 1,230 $ 17,435 $ 12,787 $ — $ — $ 18,509 $ 14,017 (1) Other receivables include receivables from vendors included in prepaid and other current assets. (2) Includes current portion of operating lease liabilities included in other current liabilities. The Company’s results from transactions with its related parties for each of the three months ended December 31, 2023 and 2022, are as follows (in thousands): Ablecom Compuware Corporate Venture Total Three months ended December 31, Three months ended December 31, Three months ended December 31, Three months ended December 31, 2023 2022 2023 2022 2023 2022 2023 2022 Net sales $ 4 $ 2 $ 4,392 $ 14,113 $ 11,385 $ 5,958 $ 15,781 $ 20,073 Purchases - inventory $ 50,586 $ 46,715 $ 61,859 $ 52,028 $ — $ — $ 112,445 $ 98,743 Purchases - other miscellaneous items $ 3,456 $ 2,763 $ 332 $ 279 $ — $ — $ 3,788 $ 3,042 The Company’s results from transactions with its related parties for each of the six months ended December 31, 2023 and 2022, are as follows (in thousands): Ablecom Compuware Corporate Venture Total Six months ended December 31, Six months ended December 31, Six months ended December 31, Six months ended December 31, 2023 2022 2023 2022 2023 2022 2023 2022 Net sales $ 6 $ 3 $ 20,998 $ 27,872 $ 12,173 $ 17,251 $ 33,177 $ 45,126 Purchases - inventory $ 97,199 $ 94,562 $ 128,353 $ 100,717 $ — $ — $ 225,552 $ 195,279 Purchases - other miscellaneous items $ 8,215 $ 7,526 $ 749 $ 537 $ — $ — $ 8,964 $ 8,063 The Company’s cash flow impact from transactions with its related parties for each of the six months ended December 31, 2023 and 2022, are as follows (in thousands): Ablecom Compuware Corporate Venture Total Six months ended December 31, Six months ended December 31, Six months ended December 31, Six months ended December 31, 2023 2022 2023 2022 2023 2022 2023 2022 Changes in accounts receivable $ — $ — $ 3,239 $ 137 $ (1,625) $ 3,041 $ 1,614 $ 3,178 Changes in other receivable $ 571 $ 1,364 $ (7,132) $ (24,289) $ — $ — $ (6,561) $ (22,925) Changes in accounts payable $ 10,938 $ (3,589) $ 1,628 $ 4,340 $ — $ — $ 12,566 $ 751 Changes in accrued liabilities $ (156) $ (2,009) $ 4,648 $ 2,860 $ — $ — $ 4,492 $ 851 Changes in other long-term liabilities $ — $ — $ (152) $ (168) $ — $ — $ (152) $ (168) Purchases of property, plant and equipment $ 4,460 $ 4,366 $ 68 $ 148 $ — $ — $ 4,528 $ 4,514 Unpaid property, plant and equipment $ 2,570 $ 1,764 $ 7 $ — $ — $ — $ 2,577 $ 1,764 |