Supermicro at Risk of Delisting from the NASDAQ

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Supermicro AS 1013S MTR Front Three Quarter
Supermicro AS 1013S MTR Front Three Quarter

One of the big news items yesterday was that Supermicro held their quarterly conference call and made a big disclosure: their ongoing accounting investigation was not yet complete. That is important as on Friday, August 24, 2018, the company has a deadline from the NASDAQ to file its delinquent SEC filings. Here is a link to the disclosure. At STH, we review a lot of Supermicro products, and more, we are a customer. If you are reading STH, there is a good chance some part of this page view was served by a Supermicro server. Since I spent well over eight years doing management consulting at a Big 4 firm after finishing my JD/MBA, I tuned into the conference call and wanted to provide some context.

Supermicro Accounting Issue Addressed in Q4 Conference Call

The accounting issue at Supermicro has already claimed numerous executives. Kevin Bauer the current CFO shed some light on what is going on at the company. Here is what he had to say, (apologies for typos as I am trying to transcribe portions of the quarterly conference call):

[O]ur cash flows have not been impacted by our findings and no transaction reviewed by the company as part of this processes has involved revenue that could not ultimately be recognized nor have we concluded that a restatement to financial results is necessary.

Breaking that down, it means that the accounting issue is most likely a revenue timing issue.

The question you must be asking is why is this matter taking so long. The answer is that in order to be thorough, we are reviewing transactions near the end of each quarter for similar issues found in the earlier testing, but particularly as it relates to the matching of PO and shipping terms to the timing of revenue. As we’re a high-volume business, this entails locating documentation that is on-site, archived or at third parties and reviewing thousands of revenue transactions in detail using a structured approach.

When accountants perform this type of investigation, they typically have to go back to source documents. Supermicro, unlike companies like larger companies like HPE and Dell EMC, has less formal systems. That gives the company agility, but it also means that documentation is spread all over. Although I cannot go into details of the project, when I was doing management consulting, I had a project at one of the largest computer/ server manufacturers where we had to disposition over 250K contracts spread in over 120 countries. That project took many months and the start involved simply finding the contracts in filing cabinets in offices in different companies.

There are a number of issues, however, let me share an example of an issue that has arisen in our reviews. We have from time-to-time offered free shipping to customers, even though terms of our agreements with those customers provided that the customer would arrange for its own shipping company to pick the products up at our factory shipping dock. This practice had the unintended accounting consequences, converting the transaction from an ex-works transaction to a FOB transaction. If the end of quarter shipments are adjusted in this way, it can cause the appropriate date for recognizing the revenue for those shipments to slip from one quarter into the next…

The company believes the revenue recognized for reviewed transactions is valid revenue. The main issue is the quarter in which revenue must be recognized. We have not yet determined whether the magnitude of any timing adjustment will be material to any of our previously filed financial statements.

This is a big deal. When doing management consulting I setup the pricing, discounting, and deal management systems of a then top 3 storage provider. One of the key points we had to watch was shipping terms on quotes as deals would come through. Revenue is often recognized when the company has fulfilled its obligations to a customer. Changing shipment terms to “free” instead of ex-works means that the company’s obligation can change from making the product available at their loading dock to when it is delivered to their customer. Further, depending on the terms, it can also mean that the company is required to carry the risk of loss all the way through the shipping process.

End of quarters at hardware companies are historically under what is called the “hockey stick” pressure. Sales are often slow in the early part of the quarter, but customers push for discounts at the end of a quarter and those discounts are often granted to make quarterly financial figures. In the last few hours of a quarter, deals, where one can fulfill obligations to customers by having the delivery point being the warehouse loading dock, are better than ones where the company has to guarantee delivery to a customer premises. Often sending an order air freight means it arrives the next day. From an accounting standpoint, that means the shipment arrives on the first day of the next quarter.

Looking Ahead

It seems that the company is bracing for delisting from the NASDAQ. That will hurt the company’s equity liquidity if it is instead traded over the counter (OTC.) Kevin Bauer stated on the call that the company is working with creditors on the matter:

Finally, we’re also working closely with the agent of our bank group to inform on the testing process as well as our progress toward completing all the SEC filings. As a result, we expect to continue to have adequate lines of credit to fund the continued growth of the company. We’re not able today to project the date by which we will complete this review and file all our delinquent SEC reports, but we believe that date is not too far in the future. Thankfully, our business remains healthy and has grown during this time as a result of our fourth quarter reflect.

Save for a successful appeal, the Supemicro stock is facing delisting. At the same time, the company’s preliminary Q4 results were showing 39% growth over the year-ago quarter which is enormous in this industry where single-digit growth is good. Supermicro’s estimated year-end revenue was around $3.3 billion with almost $1 billion of that coming in the last quarter. The business seems strong, but the company needs to put this to rest.

Again, apologies if my transcription has typos. Please reference the original call.

Update August 23, 2018 SMCI Trading Suspended

Supermicro announced the suspension of common stock trading on the NASDAQ on August 23, 2018. The company also noted its intent to appeal the delisting. The company seems to be posturing to either have a suspension, rather than delisting take place until SEC filings are up to date. If the appeals fail, the company will trade OTC and then attempt to get quickly re-listed.

Here is this announcement.

3 COMMENTS

  1. Out of all my aggressed RSS feeds, only Servethehome are reporting this. I am so glad I am reading both Anandtech and Servetheome, most of other tech site are too busy reporting utter crap and rumours that doesn’t make sense.

    I know most companies has messy procedures, even the big ones. But isn’t it the accounting firms at fault here?

  2. I used to own this stock up until December 2016 and even back then they had minor compliance issues which they said they would rectify. I sold because I’ve seen these problems in tech microcaps repeatedly. They always seem to be behind in fixing these problems.

    I still remember my experience with owning the stocks of OCZ & Stec. They had similar issues of financial problems of course nothing was as bad as OCZ with allegations of embezelling by executives. Fortunately I got out of them before they really collapsed — Stec went from $45 to $4 before being bought by Hitachi and OCZ was delisted before being bought by Toshiba.

    Another reason I sold was because the company is public but is really a private company owned essentially by Mr. & Mrs. Chiang. Between them they retain 7 different titles. The only major job they don’t do is CFO. That is a red flag to me. This is exactly how the OCZ collapse started. They had every major job title taken up the family. The SMCI stock should be at $40 with its great earnings and revenue growth but it was selling at $16 and falling – it doesn’t add up.

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