On Tuesday, Super Micro Computer, Inc. (NASDAQ:SMCI) saw its stock price increase by another 4.7% in pre-open trading, following the announcement on Monday that an independent Special Committee found no evidence of misconduct by management or the Board of Directors. The company's Audit Committee was also determined to have acted independently, negating the need for any restatement of reported financials. Tuesday's gains are on top of Monday's 28.7% surge.
The Special Committee, backed by outside counsel Cooley LLP and forensic accounting firm Secretariat Advisors, LLC, confirmed the integrity of the company's senior management and Audit Committee. They found that both entities had demonstrated a commitment to ensuring the accuracy of Super Micro's financial statements. Additionally, the Audit Committee was found to have maintained appropriate independence and oversight regarding financial reporting.
The investigation, which stemmed from concerns raised by the company's former accounting firm Ernst & Young LLP (EY) in late July 2024, concluded with several key findings. The Special Committee found no evidence of fraud or misconduct and confirmed that the company maintained an appropriate tone at the top, particularly with regards to the rehiring of former employees.
Super Micro's Board of Directors has adopted all the recommendations made by the Special Committee. These include the appointment of a new Chief Accounting Officer, Kenneth Cheung, and the approval of the transition to a new Chief Financial Officer. The company is also in the process of appointing a separate Chief Compliance Officer and a General Counsel, along with other executive hires to strengthen governance and support business growth.
The comprehensive investigation, which took over three months and involved extensive document review and witness interviews, also examined sales and revenue recognition practices, export control matters, and related party disclosures. The Special Committee did not find any discrepancies with the company's revenue recognition conclusions and confirmed the absence of export control violations or inappropriate related party disclosures.
Super Micro Computer, a provider of IT solutions for AI, Cloud, Storage, and 5G/Edge, has informed the markets that it expects to complete its Annual Report on Form 10-K for the fiscal year ended June 30, 2024, and its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, within the timeframe granted by Nasdaq. The company does not foresee any restatements for the fiscal year 2024 or for previous fiscal years.
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