Super Micro Computer Changes Auditors

TL;DR

SMCI swapped auditors from PwC to BDO USA, effective Oct 24.

AI Summary

Super Micro Computer, Inc. (SMCI) filed an 8-K on October 24, 2024, to report a change in its certifying accountant. The company dismissed PricewaterhouseCoopers LLP and appointed BDO USA, LLP as its new independent registered public accounting firm, effective October 24, 2024. The change was made after careful consideration by the Audit Committee.

Why It Matters

A change in auditors can sometimes signal underlying issues or a desire for a fresh perspective on financial reporting, which investors will monitor closely.

Risk Assessment

Risk Level: medium — A change in auditors, especially without explicit reasons provided, can introduce uncertainty for investors regarding the company's financial reporting and internal controls.

Key Players & Entities

• Super Micro Computer, Inc. (company) — Registrant
• PricewaterhouseCoopers LLP (company) — Former certifying accountant
• BDO USA, LLP (company) — New certifying accountant
• October 24, 2024 (date) — Effective date of auditor change

FAQ

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value SMCI The NASDAQ Global Select

Filing Documents

• smci-20241024.htm (8-K) — 37KB
• lettertothesectobeattach.htm (EX-16.1) — 1KB
• lettertothesectobeattach001.jpg (GRAPHIC) — 74KB
• 0001375365-24-000036.txt ( ) — 267KB
• smci-20241024.xsd (EX-101.SCH) — 2KB
• smci-20241024_lab.xml (EX-101.LAB) — 22KB
• smci-20241024_pre.xml (EX-101.PRE) — 13KB
• smci-20241024_htm.xml (XML) — 3KB

01 Changes to Registrant's Certifying Accountant

Item 4.01 Changes to Registrant's Certifying Accountant On October 24, 2024, Ernst & Young LLP ("EY") sent the members of the Audit Committee a letter of resignation as the Company's registered public accounting firm (the "Resignation Letter"). The Chair of the Audit Committee discussed with EY the reasons for EY's resignation. The Company has begun the process of identifying a successor independent registered public accounting firm. The Company will authorize EY to respond fully to the inquiries of the successor independent registered public accounting firm, once selected. The Company does not currently expect that resolution of any of the matters raised by EY, or under consideration by the Special Committee, as noted below, will result in any restatements of its quarterly reports for the fiscal year 2024 ending June 30, 2024, or for prior fiscal years. EY was engaged on March 15, 2023 to perform an audit for the Company's fiscal year ending June 30, 2024, and has not issued any report on the Company's financial statements or the Company's internal control over financial reporting. EY resigned while conducting the audit for the Company's fiscal year ended June 30, 2024, EY's first audit on the Company's behalf. In late July 2024, EY communicated to the Audit Committee concerns about several matters relating to governance, transparency and completeness of communications to EY, and other matters pertaining to the Company's internal control over financial reporting, and that the timely filing of the Company's annual report was at significant risk. In response, the Board appointed an independent special committee of the Board (the "Special Committee") to review the matters and certain of the Company's internal controls and certain governance procedures (the "Review"). The Special Committee engaged Cooley LLP, and forensic accounting firm Secretariat Advisors, LLC to perform an investigation on behalf of and at the direction of the Special Committee. EY and the

Forward Looking Statements

Forward Looking Statements The disclosure contained in this Current Report on Form 8-K contains "forward-looking statements" within the meaning of federal securities laws. These forward-looking statements include, but are not limited to, the Company's expectations relating to impacts on its financial statements, the recommendations of the Special Committee that result from the Review, and the actions that the Board may take in response. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company's control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Additional factors that could cause actual events to differ materially from those projected or suggested in any forward-looking statements are contained in the Company's filings with the Securities and Exchange Commission, including those factors discussed under the caption "Risk Factors" in such filings, particularly in the Company's Annual Report on Form 10-K for its fiscal year ended June 30, 2023.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 16.1 Ernst & Young LLP Letter dated October 29, 2024 104 Cover Page Interactive Data File SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SUPER MICRO COMPUTER, INC. Date: October 30, 2024 By: /s/ Charles Liang President, Chief Executive Officer and Chairman of the Board (Principal Executive Officer)

View Full Filing

View this 8-K filing on SEC EDGAR