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Super Micro finds no evidence of fraud; will replace CFO

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Super Micro Computer Inc. said an independent review of its business found no evidence of misconduct but recommended that the server maker appoint new top financial and legal leadership.

A review by a special board committee, alongside attorneys from Cooley LLP and forensic accounting firm Secretariat Advisors, found “no evidence of misconduct on the part of management or the board of directors and that the audit committee acted independently.” 

As a result of the findings, the committee recommended Super Micro install a new chief financial officer, chief compliance officer, and general counsel, it said in a statement Monday. “The board has instructed management to add additional experienced, senior talent commensurate with the Company’s size and complexity today and to prepare for its future growth,” Super Micro said in the statement.

The shares jumped as much as 22.5% on Monday in New York.

Super Micro does not expect changes to previously issued financial results for the most recent fiscal year, it said. Kenneth Cheung, formerly vice president of finance, will be the company’s new chief accounting officer. And the company has begun the process to search for a new CFO to replace David Weigand.

It’s been a tumultuous year for Super Micro. The maker of high-powered servers missed an August deadline to file its annual financial report and its auditor, Ernst & Young LLP, resigned in October, citing concerns about the company’s governance and transparency. The company is also facing a US Department of Justice probe following a damaging report from short seller Hindenburg Research.

EY communicated concerns to Super Micro’s audit committee in July. In response, the board investigated revenue recognition practices, export control policies, the rehiring of employees who had resigned following earlier accounting issues, and disclosure of related party transactions. The investigation determined that “the conclusions EY stated in its resignation letter were not supported by the facts examined in the review.”

In November, Super Micro appointed BDO USA as its independent auditor and submitted a plan to come into compliance with Nasdaq listing requirements. Completing the internal investigation clears a major hurdle to filing its audited financials, wrote Woo Jin Ho, an analyst at Bloomberg Intelligence.

When investigating the rehiring of nine individuals who had resigned from the company following a 2017 investigation, the special committee found that the decisions to rehire were “the product of reasonable business judgment.”

Still, there were lapses “in ensuring guardrails were always in place and observed,” the special committee found. That includes not informing EY before entering into a consulting arrangement with Super Micro’s former CFO, who had resigned following the 2017 investigation. That arrangement has since been terminated. 

Chief Financial Officer David Weigand held “primary responsibility” for these lapses, the committee found. He will continue to serve as the Company’s CFO until the board has named his successor, Super Micro said. The committee found “no evidence indicating that any process lapse resulted from bad faith, improper motives, or lack of regard for accurate financial reporting or compliance.”

In 2020, Super Micro paid $17.5 million to resolve a US Securities and Exchange Commission investigation into its financial accounting and disclosures for fiscal years 2014 through 2017. Super Micro didn’t admit to or deny the regulator’s allegations as part of its settlement.

In addition to appointing new financial and legal leadership, the company will improve its training related to sales and revenue recognition policies. The investigation involved analysis of over 9 million documents and 68 witness interviews, Super Micro said. It also included “extensive meetings” with Deloitte & Touche LLP and EY, the company’s former auditors.

This story was originally featured on Fortune.com



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Canada is duking it out with SpaceX, insisting Starlink doesn’t need millions in subsidies: ‘We should not be giving one cent of public money to an unaccountable imperialist like Elon Musk’

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Jamie Dimon eyes a ‘likely’ recession unless the Trump admin doesn’t turn tariffs into trade deals: ‘That’s the best thing they can do’

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Why this ‘basis trade’ moment is so dangerous

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  • The fact prices in the bond market are in decline at the same time as the stock market suggests there may be a liquidity crisis in the financial sector happening at the same time as the trade tariff crisis. Both phenomena could be on the scale of the 2008 financial crisis, if President Trump does not change course. Some investment managers are calling for intervention by the U.S. Federal Reserve.

You can forgive yourself if, before today, you had never heard of “the basis trade.” You had no reason to.

But we might be about to learn a whole lot about basis trades in the same way that we had to suddenly learn about “credit default swaps” and “mortgage-backed securities” during the Great Financial Crisis of 2008.

Because this moment—with President Trump’s tariff program threatening to push the planet into a recession, as stocks and bonds fall—feels just as dangerous as August 3, 2007, when Jim Cramer suddenly began screaming on CNBC that the U.S. Federal Reserve had to “open the discount window” (meaning be more generous to large banks that were in trouble) because former Fed Chairman Ben Bernanke had “no idea how bad it is out there!” 

That was the moment that presaged the 2008 crisis. The S&P dropped 50% of its value over the next two years as, slowly at first and then with increasing alarm, everyone realized the economy had taken on way more mortgage debt than could ever be paid off.

On Tuesday, the S&P 500 collapsed to under 5,000—around 18% below its all-time high of 6,144 in February. 

Usually, when stocks go down, investors flee to the safety of bonds, and bonds go up. 

But bonds were also going down. The yield on the 10-year Treasury rose from 3.9% and briefly hit 4.51%. (Remember: If yields are going up, it means bond prices are going down). 

This was unusual

Scarily, mysteriously unusual. It meant there was nowhere “safe” for money to hide.

Then, also on Tuesday, Torsten Sløk, the chief economist of Apollo Management, published a fantastically helpful note explaining the likely problem in the bond market: “The basis trade.”

It turns out that since the Great Financial Crisis of 2008, hedge funds have been placing bets with up to 100 times leverage on the price difference between Treasuries and Treasury futures contracts. In the bet, to put it simply, you buy the Treasury bond and then short the differently priced futures contract on a similar bond. As the bond comes up on its expiry date, the prices converge. The futures price comes down, and your short bet pays off.

The price differences are small, and that is why hedge funds use 100 times leverage to make money on them.

“How big is the basis trade?” Sløk asked. “It is currently around $800 billion and an important part of the $2 trillion outstanding in prime brokerage balances.”

The liquidity problem

The only problem with leverage, of course, is that you have to pay it back.

And what the bond market—with its falling prices—seemed to be signalling was that there was a liquidity problem among hedge funds and banks that were scrambling to exit the basis trade in order to raise and hold cash.

When there is a liquidity problem on that scale, you’ve potentially got systemic, institutional issues. Ark Invest’s Cathie Wood posted on X, albeit in reference to a different aspect of the bond market, there were “serious liquidity issues in the US banking system.” 

“This crisis is calling out for … serious support from the Fed,” she said.

She’s not the only one who is worried. 

Jefferies’ chief U.S. economist, Thomas Simons, published a note to clients Wednesday morning titled, “We Could See Fed Intervention Soon.”

Nick Lawson, chief executive of investment group Ocean Wall, told the Financial Times, “As things spiral, they’re [the hedge funds] being forced to sell anything they can — even good assets — just to stay afloat … if the Federal Reserve doesn’t step in soon, this could turn into a full-blown crisis. It’s that serious.”

This sounds a lot like 2008

That is why it is so scary.

But this time, it is potentially worse than 2008. 

The trigger of this crisis is not merely a couple of hedge funds making some bad bets on Treasuries. It’s President Trump’s trade tariffs. The White House has all but called a halt to any international trade with America—and the stock market is reacting negatively as a result. 

To put the scale of what Trump is doing in perspective: Trump’s tariffs might spell the end of Apple’s iPhone for American consumers. The tariffs on China mean the price of a new iPhone could rise to $3,500, according to Wedbush analyst Daniel Ives. That price assumes Apple could make an iPhone inside the U.S., thus avoiding the China tariff. But that’s impossible, Ives says, because it takes years to build the kind of semiconductor fabrication factories needed for a smartphone. And even if you could do it, the phones would be too expensive for anyone but the very rich. “The reality of a $1,000 iPhone being one of the best made consumer products on the planet would disappear,” Ives says.

Goldman Sachs sent their clients a note on Wednesday that says, “The implied growth downgrade on April 3 and 4 [from the tariffs] exceeded anything seen outside the initial COVID shock, one episode in the GFC, and Black Monday in 1987,” analysts Dominic Wilson and Vickie Chang wrote.

With those prospects, it is not surprising that stocks are selling off. The tariffs will simply prevent many companies from being in the business they are in.

Back in February—it feels like a lifetime ago but it was just a few weeks!—all the chatter was about the “soft landing” the U.S. Federal Reserve seemed to have engineered for the U.S. economy. The American economy had hit a few bumps last year, but it was fundamentally sound. Stocks were anticipating good times ahead. Even the recent job numbers for March looked good.

All that has now gone

Of course, there is a cure for this. Trump can reverse his trade policy. But he is not known for backing down or admitting he may have made a mistake. Alternatively, Congress could step in and pass a bill taking back control of tariff policy.

Absent those two conditions, we may now have not one but two 2008-scale crises at the same time, both feeding each other: The crisis among companies who suddenly cannot trade; and a crisis in the financial sector, which suddenly can’t locate enough cash to stay liquid.

This story was originally featured on Fortune.com



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