SAN JOSE, Calif.--(BUSINESS WIRE)--Aug. 21, 2018--
Super Micro Computer, Inc. (NASDAQ:SMCI) (the “Company”),a
global leader in high-performance, high-efficiency server, storage
technology and green computing, today announced that the Company has
notified The Nasdaq Stock Market Hearings Panel (the “Panel”) that the
Company will be unable to meet the Panel’s August 24, 2018 deadline to
regain compliance with The Nasdaq Stock Market (“Nasdaq”) Rule
5250(c)(1) because the Company will not be able to complete and file its
Annual Report on Form 10-K for its fiscal year ended June 30, 2017 (the
“2017 Form 10-K”) and its Quarterly Reports on Form 10-Q for its fiscal
quarters ended September 30, 2017, December 31, 2017 and March 31, 2018
(collectively with the 2017 Form 10-K, the “Delinquent Reports”) with
the Securities and Exchange Commission (“SEC”) by such date.
As previously disclosed, by decision dated May 9, 2018, the Panel
granted the Company’s request to continue its listing on Nasdaq’s Global
Select Market through August 24, 2018, subject to the condition that the
Company become current with its SEC filings by that date and informs the
Panel the Company is current with such filings.
While the Company has made significant progress toward completing the
necessary accounting review processes, it has determined that the
Delinquent Reports will not be filed with the SEC by August 24, 2018.
The Company is currently in the process of preparing its financial
statements in light of the results of the Audit Committee investigation
and other ongoing testing. A significant number of transactions remain
to be reviewed. To date, none of the hundreds of reviewed transactions
has involved revenue that could not ultimately be recognized, however,
we have not concluded that a restatement to previously filed financial
results is necessary. The Company’s cumulative cash flows have not been
impacted by the findings of the investigation or other testing, although
the expenses associated with the investigation and testing have been
significant.
The delay primarily relates to the magnitude of work that the Company
still must perform in order to review the Company's accounting
judgments, estimates and records for transactions that occurred during
fiscal years 2015 through 2017, as well as the Company’s assessment and
conclusions on the effectiveness of its internal control over financial
reporting during such periods, so that it can complete the financial
statements for the 2017 Form 10-K. Although the Company has made
substantial progress in these matters and committed extraordinary
resources and personnel toward the effort, the amount of work is
substantial and the additional testing required has taken longer than
anticipated. The Company is committed to filing its Delinquent Reports
as soon as practicable.
Charles Liang, Chairman and Chief Executive Officer commented, “Despite
our substantial progress in these matters, we are very disappointed that
we did not meet the filing deadline. We are strongly committed to
completing our SEC filings as soon as possible. In addition, we continue
to strengthen our internal accounting, audit and compliance functions.
Additionally, our business performance remains strong and the Company
continues to grow. We completed our 2018 fiscal year end with a healthy
balance sheet at June 30, 2018 that includes total cash, cash
equivalents and short term investments of $94.1 million and bank debt of
$116.2 million.”
As a result of the updated timing, the Company expects that its common
stock will soon be suspended from trading on Nasdaq’s Global Select
Market and the Panel will begin delisting proceedings. If the Panel
decides to delist the Company's common stock, the Company will evaluate
all of its options, including filing an appeal to the Nasdaq Listing and
Hearing Review Council.
Following a possible suspension of trading in the Company’s common stock
on Nasdaq, the Company expects that its shares will be quoted
over-the-counter on the OTC Markets. The Company intends to continue to
work diligently toward completing its Delinquent Reports, regaining
compliance with its SEC reporting obligations, and regaining its listing
on Nasdaq or another national stock exchange as soon as practicable.
Cautionary Statement Regarding Forward Looking Statements
Statements contained in this press release that are not historical fact
may be forward-looking statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. Such forward-looking statements may relate to, among other
things, the Company’s expectations related to the timing and filing of
its SEC periodic reports, the actions of Nasdaq related to the
suspension or delisting of its common stock, the Company’s ability to
regain listing of its common stock on Nasdaq or another national stock
exchange and the Company’s expectations related to its business
performance, financial condition and results of operation. Such
forward-looking statements do not constitute guarantees of future
performance and are subject to a variety of risks and uncertainties,
including without limitation the identification of errors or adjustments
in the ongoing accounting review and testing process, the impact of the
delayed SEC report filings on the Company’s business, including its
customers, suppliers, counterparties, and lenders, and the extent of any
material weakness or significant deficiencies in the Company’s internal
control over financial reporting. Additional factors that could cause
actual results to differ materially from those projected or suggested in
any forward-looking statements are contained in our filings with the
SEC, including those factors discussed under the caption "Risk Factors"
in such filings.
About Super Micro Computer, Inc.
Supermicro® (NASDAQ: SMCI), the leading innovator in high-performance,
high-efficiency server technology is a premier provider of advanced
Server Building Block Solutions® for Data Center, Cloud Computing,
Enterprise IT, Hadoop/Big Data, HPC and Embedded Systems worldwide.
Supermicro is committed to protecting the environment through its “We
Keep IT Green®” initiative and provides customers with the most
energy-efficient, environmentally-friendly solutions available on the
market.
Supermicro, Server Building Block Solutions, and We Keep IT Green are
trademarks and/or registered trademarks of Super Micro Computer, Inc.
All other brands, names and trademarks are the property of their
respective owners.
SMCI-F
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Source: Super Micro Computer, Inc.
Super Micro Computer, Inc.
Perry G. Hayes, 408-895-6570
SVP,
Investor Relations
[email protected]