01—Abstract
Summary
Summary of the 8-K filed November 18, 2024. Cited figures are marked; the original filing is the authoritative source.
Super Micro Computer, Inc. (Nasdaq: SMCI) filed this Form 8-K on November 18, 2024 to report two developments.
First, the Audit Committee of its Board of Directors appointed BDO USA, P.C. as the Company's new independent registered public accounting firm, effective immediately. The filing states that during the fiscal years ended June 30, 2024 and 2023 and the subsequent interim periods through November 18, 2024, neither the Company nor anyone on its behalf consulted with BDO on accounting, auditing, or reporting matters, and there was no disagreement or reportable event under Regulation S-K. Second, the Company submitted a compliance plan to The Nasdaq Stock Market to support its request for an extension of time to regain compliance with Nasdaq continued listing requirements.
In that plan, the Company indicated it believes it will be able to file 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 quarter ended September 30, 2024, and become current with its periodic filings, within the discretionary period available to Nasdaq staff. Per Nasdaq rules, the Company's securities will remain listed pending Nasdaq's review of the compliance plan. For investors, the key items are the auditor change to BDO, which the CEO described as an important step toward bringing the financial statements current, and the outstanding delinquent periodic filings.
The filing itself does not provide financial results. The forward-looking statements caution that outcomes depend on Nasdaq's review, BDO's ability to complete the audit, and the other risks discussed under Risk Factors in the Company's SEC filings.
02—Key points
Key Highlights
- Appointed BDO USA, P.C. as new independent registered public accounting firm, effective immediately, as approved by the Audit Committee on November 18, 2024.
- No reported consultations with BDO, disagreements, or reportable events during fiscal 2023, fiscal 2024 and the subsequent interim period through November 18, 2024.
- Submitted a compliance plan to Nasdaq requesting an extension of time to regain compliance with continued listing requirements.
- Company believes it can file its FY2024 Form 10-K (fiscal year ended June 30, 2024) and its Form 10-Q for the quarter ended September 30, 2024 and become current with periodic filings within Nasdaq's discretionary period.
- SMCI securities remain listed on Nasdaq pending review of the compliance plan.
- CEO Charles Liang stated the BDO engagement is an important next step in bringing the financial statements current.
03—Questions
Frequently Asked Questions
Why did Super Micro Computer change its auditor?
The Audit Committee of the Board appointed BDO USA, P.C. as the new independent registered public accounting firm, effective immediately. The press release describes BDO as a member firm of BDO International and states it is an important next step toward bringing the Company's financial statements current.
Is the company at risk of being delisted from Nasdaq?
The filing states that, pursuant to Nasdaq rules, the securities will remain listed pending Nasdaq's review of the compliance plan. The Company has requested an extension of time to regain compliance with Nasdaq continued listing requirements.
When does the company expect to file its delayed periodic reports?
In its compliance plan, the Company indicated it believes it will be able to file its Form 10-K for the fiscal year ended June 30, 2024 and its Form 10-Q for the quarter ended September 30, 2024, and become current with its periodic filings, within the discretionary period available to Nasdaq staff to grant. The filing does not specify exact dates.
Did the company have any disagreements with its former or new auditor?
The filing states that during fiscal years 2023 and 2024 and the subsequent interim period through November 18, 2024, there was no matter constituting a disagreement under Item 304(a)(1)(iv) of Regulation S-K and no reportable event under Item 304(a)(1)(v), and that the Company did not consult with BDO on accounting or auditing matters in that period.
04—Continue