dinogreeves
11 hours ago
Though some people are catching on.
$SMCI
SMCI
Super Micro Computer Inc
53,559
$42.00
$11.01
(32.60%)
Super Micro Computer, Inc. engages in the distribution and manufacture of information technology solutions and other computer products. Its products include twin solutions, MP servers, GPU and coprocessor, MicroCloud, AMD solutions, power supplies, SuperServer, storage, motherboards, chassis, super workstations, accessories, SuperRack and server management products. The company was founded by Charles Liang, Yih-Shyan Liaw, Sara Liu, and Chiu-Chu Liu Liang in September 1993 and is headquartered in San Jose, CA.
Watch
" $200 SP implies a market cap of roughly $117B which is just 3.5% of the size of nephew Jensen’s startup $NVDA."
Nvidia will present at UBS Global Technology and AI Conference tomorrow morning, December 3. Just wait until Jensen mentions SMCI and we really move higher!!!
WebSlinger
1 day ago
****BREAKING NEWS****Supermicro Announces Completion of Review by Independent Special Committee****
Special Committee, supported by outside counsel Cooley LLP and forensic accounting firm Secretariat Advisors, LLC , finds no evidence of misconduct on the part of management or the Board of Directors and that the Audit Committee acted independently
No restatement of reported financials expected
Board adopts recommendations of the Special Committee and appoints new Chief Accounting Officer, approves the transition to a new CFO and authorizes additional executive hires, along with other measures to strengthen the Company SAN JOSE, Calif. --(BUSINESS WIRE)-- December 02, 2024 --
Super Micro Computer, Inc. (Nasdaq: SMCI) (the "Company"), a Total IT Solution Provider for AI, Cloud, Storage, and 5G/Edge, today announced that the independent Special Committee formed by the Company's Board of Directors has completed its review (the "Review"). As announced on August 30, 2024 , the Board of Directors formed this committee in response to information that was brought to the attention of its Audit Committee.
Among its findings, the independent Special Committee determined that the resignation of the Company's former registered public accounting firm, Ernst & Young LLP ("EY") and the conclusions EY stated in its resignation letter were not supported by the facts examined in the Review, the Special Committee's interim findings reported to EY on October 2, 2024 , or the Special Committee's final findings.
Key Findings of the Special Committee
On November 5, 2024 , the Company announced that the Special Committee's investigation preliminarily found that the Audit Committee had acted independently and that there was no evidence of fraud or misconduct on the part of management or the Board of Directors. The Special Committee's final findings support those initial findings, and the Company is now disclosing the details of the Review, along with measures recommended by the Special Committee.
The Special Committee's investigation was intended to assess whether the information brought to the Audit Committee's attention by EY, and certain other matters identified during the Review, raised substantial concerns about (i) the integrity of the Company's senior management and Audit Committee, (ii) the commitment of the Company's senior management and Audit Committee to ensuring that the Company's financial statements are materially accurate, (iii) the Audit Committee's independence and ability to provide proper oversight over matters relating to financial reporting, and (iv) the tone at the top of the Company with regard to rehiring certain former employees and financial reporting.
The Special Committee's key findings are summarized as follows:
-- Management and Audit Committee integrity: The evidence reviewed by the Special Committee did not raise any substantial concerns about the integrity of Supermicro's senior management or Audit Committee, or their commitment to ensuring that the Company's financial statements are materially accurate.
-- Audit Committee independence: As to the matters investigated by the Special Committee, the Audit Committee demonstrated appropriate independence and generally provided proper oversight over matters relating to financial reporting. The Special Committee also had no reservations about the independence of the Audit Committee and each of its members.
-- Appropriate tone at the top: With respect to the rehiring of former employees, the tone at the top of the Company was appropriate and fully consistent with a commitment to proper financial reporting and legal compliance.
Formation of the Special Committee and the Process of Its Investigation
In late July 2024 , EY communicated to the Audit Committee concerns about certain matters related to governance, transparency, and the Company's internal control over financial reporting. In response, the Board appointed a new director to the Board and formed the Special Committee to review these matters. The Special Committee engaged independent outside counsel Cooley LLP and forensic accounting firm Secretariat Advisors, LLC to aid in an investigation on behalf of and at the direction of the Special Committee.
Specifically, as part of its review, the Special Committee investigated issues related to:
-- Rehiring certain employees who resigned in 2018 following an investigation in 2017 by the Audit Committee regarding sales and revenue recognition practices (the "2017 Audit Committee Investigation").
-- Current sales and revenue recognition practices, particularly around quarter-ends, as well as with respect to merchandise returns and warranties.
-- Export control matters related to prevention of sales or diversion to restricted countries.
-- Related party disclosures.
The Special Committee is comprised of Susie Giordano , an independent member of Supermicro's Board of Directors. Mrs. Giordano , an experienced attorney, joined the Board in August 2024 specifically to lead the Special Committee's efforts to review the matters outlined above, independent from any existing Directors. Mrs. Giordano has over 25 years of experience advising management and boards of directors, as well as extensive management experience at some of the world's leading technology companies.
The Special Committee's rigorous investigation took over three months, with independent counsel devoting over 9,000 hours and the Secretariat forensic accounting team over 2,500 hours for the Review. As part of that process, the following investigative actions were taken:
-- Extensive document collection, review, and analysis of roughly 4.1 terabytes of data, consisting of over 9 million documents from 89 individuals and an additional hard drive collection.
-- Conducted 68 witness interviews of current and former employees, management, advisors, and Board members.
-- The Special Committee employed more than 50 attorneys from Cooley and outside contract review attorneys, and employed a team of forensic accounting specialists from Secretariat.
-- Extensive meetings with Deloitte and EY, the Company's former auditors.
The Special Committee has confirmed that the Company cooperated fully, and that the Company, Board, and the Audit Committee promptly complied with all requests for information, documentary evidence, and access to relevant witnesses.
Detailed Findings for the Specific Issues Investigated by the Special Committee Rehiring employees
-- The investigation focused on the rehiring of nine individuals, either as employees or as independent contractors, who had previously resigned from the Company following the 2017 Audit Committee Investigation.
-- The Special Committee regarded the lack of any finding in the 2017 Audit Committee Investigation that these individuals had engaged in conduct that was intended to cause the Company's financial results to be misstated as an important factor in assessing the Company's decision to rehire them.
-- The Company's decision to rehire certain individuals was the product of reasonable business judgment.
-- The Company generally had appropriate processes for rehiring these individuals and ensuring proper guardrails were in place.
-- There were, however, lapses, including in ensuring guardrails were always in place and observed. The Special Committee determined that, because the Company's Chief Financial Officer/Chief Compliance Officer (CFO/CCO) had primary responsibility for the process of rehiring these employees, he had primary responsibility for process lapses.
-- The Special Committee found no evidence indicating that any process lapse resulted from bad faith, improper motives, or lack of regard for accurate financial reporting or compliance, on the part of the CFO/CCO or anyone else.
-- These lapses included instances of not promptly informing the Company's Audit Committee and/or independent auditor of certain rehires or plans to rehire some of these former employees, including not informing EY prior to entering in June 2024 into a now terminated consulting arrangement with the Company's former CFO, who had resigned following the 2017 Audit Committee Investigation.
-- The Special Committee found certain instances where the documentation, tracking, training, and instructions around appropriate guardrails were inconsistent or vague.
Revenue recognition and sales practices
-- Based on a thorough review of 52 sales transactions from April 1, 2023 to June 30, 2024 , including two sales transactions specifically designated by EY, the Special Committee did not disagree with any of the Company's revenue recognition conclusions for any quarter during this period.
-- The Special Committee reviewed underlying sales transaction information (including sales orders, purchase orders, shipping documents, payment information, and the Company's revenue recognition determinations), discussed transactions with accounting personnel, and conducted email reviews as appropriate. The sample was focused on sales that included large dollar amounts, involvement of rehires, discussions with now former auditors, customers with high sales concentrations at quarter ends, and/or changes in delivery dates.
-- The Review also examined merchandise returns and warranty practices to assess if there was any pattern or practice of shipping non-working or incomplete products near quarter ends.