Limbach Holdings Acquires Consolidated Mechanical

Limbach Holdings Acquires Consolidated Mechanical

Leading provider of industrial facility systems solutions serving Kentucky, Michigan, and Illinois expands Limbach’s owner direct relationships

WARRENDALE, Pa.–(BUSINESS WIRE)–
Limbach Holdings, Inc. (Nasdaq: LMB) (“Limbach” or the “Company”), a building systems solutions firm that partners with building owners and facilities managers who have mission-critical mechanical, electrical, and plumbing infrastructure, today announced that it has acquired Consolidated Mechanical, Inc. (“CMI”).

Founded in 1984 in Owensboro, Kentucky, CMI serves the heavy industrial, power, and commercial markets. CMI is a premier provider of mechanical, millwright, steel fabrication, plumbing construction, maintenance, and outage services to owners of complex process systems in the industrial sector. The acquisition of CMI was internally sourced by Limbach, as the Company continues to pursue value enhancing opportunities that meet its strict criteria. Limbach paid an initial purchase price of $23 million, and CMI is expected to contribute annualized revenue of approximately $23 million beginning in 2025, and EBITDA of $4 million per annum.

Transaction Highlights

  • The acquisition extends Limbach’s reach into the industrial sector, with new exposure to the power generation, food processing, manufacturing, and metals markets in Kentucky, Illinois, and Michigan.
  • CMI’s satellite presence in Western Michigan complements Limbach’s existing operations in the Southeast corner of the state, positioning the company to better serve a lucrative institutional market across Michigan.
  • CMI generates revenue primarily through Owner Direct Relationships, with a robust mix of time and materials and cost-reimbursable revenue streams focused on repair, maintenance, and retrofit activities.
  • Total consideration paid by Limbach at closing was $23 million, subject to typical working capital adjustments. The acquisition was funded from available cash and has performance-based, contingent earn-outs totaling up to $2 million, which would potentially be payable over the next two years.

Management Commentary

“We are excited to welcome the CMI team to the Limbach family,” said Michael McCann, President and Chief Executive Officer of Limbach Holdings. “This acquisition enhances our regional footprint and increases our ability to provide solutions and services to our national customers. Additionally, CMI extends our reach into industrial mechanical services, including power generation, food processing, manufacturing, and metals end-markets, and by significantly broadening our service offerings. We anticipate the acquisition will have a negligible impact on our revenue and earnings in 2024. Our focus will be on 2025, integrating operations, and unlocking synergies.

“With this acquisition, the total consideration paid to date by Limbach for strategic acquisitions is more than $82 million, without issuing any stock as consideration for those acquisitions. We remain focused on additional potential transactions that align with our culture, expand our footprint, and enhance our service offerings.

“I want to thank the Thompson Family for building a strong, culture-driven organization that has attracted remarkable talent and strong customer relationships. Their deep roots in industrial mechanical services and the team’s disciplined approach to project execution and risk management are an ideal fit for Limbach. CMI is precisely the kind of acquisition we’re looking for to support our strategic goals and implement our value creation model, leading to mutual growth and success.”

Chuck Thompson, CMI’s President, said, “Combining with Limbach joins two great organizations that share a common culture and an unparalleled dedication to caring for employees and servicing the mechanical needs of mission-critical customers. We appreciate Limbach’s commitment to our community as well as the end markets we serve and are excited to become a pillar of Limbach’s growing industrial presence. We’re also looking forward to expanding CMI’s presence into the healthcare market and serving Limbach’s national healthcare customers who require mechanical services in the local and regional markets in which we’ve established a reputation for delivering exceptional solutions.”

About Consolidated Mechanical

CMI, established in October 1984 in Owensboro, KY, is a full-service mechanical contractor. CMI initially provided piping and mechanical support to local industrial clients in Western Kentucky. Over the years, CMI expanded its services across the Central, Northern, Eastern, and Southeastern United States, driven by a demand for superior mechanical services. Today, CMI offers a wide array of services, including various types of piping fabrication and installation, precision equipment installation, steel fabrication and erection, and the installation of industrial and commercial plumbing and HVAC systems. CMI also specializes in plant maintenance and support, boasting a full-service ASME-certified UA fabrication facility that ensures high-quality standards and on-time delivery. CMI’s comprehensive service range caters to light commercial needs and complex heavy industrial construction projects.

About Limbach

Limbach is a building systems solution firm that partners with building owners and facilities managers with mission-critical mechanical (heating, ventilation, and air conditioning), electrical, and plumbing infrastructure. We strive to be an indispensable partner to our customers by providing services that are essential to the operation of their businesses. We work with building owners primarily in six vertical markets: healthcare, industrial and manufacturing, data centers, life science, higher education, and cultural and entertainment. We have over 1,300 team members in 19 offices across the eastern United States. Our team members uniquely combine engineering expertise with field installation skills to provide custom solutions that leverage our full life-cycle capabilities, which allows us to address both the operational and capital project needs of our customers.

Forward-Looking Statements

We make forward-looking statements in this press release within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events, including, without limitation, the expected contribution from and related to our acquisition of CMI (including projected expectations of revenue and EBITDA), our earnings, Adjusted EBITDA, revenues, expenses, backlog, capital expenditures or other future financial or business performance or strategies, results of operations or financial condition, and in particular statements regarding the impact of the COVID-19 pandemic on the construction industry in future periods, timing of the recognition of backlog as revenue, the potential for recovery of cost overruns, and the ability of Limbach to successfully remedy the issues that have led to write-downs in various business units. These statements may be preceded by, followed by or include the words “may,” “might,” “will,” “will likely result,” “should,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,” “target” or similar expressions. These forward-looking statements are based on information available to us as of the date they were made and involve a number of risks and uncertainties which may cause them to turn out to be wrong. Some of these risks and uncertainties may in the future be amplified by the COVID-19 outbreak and there may be additional risks that we consider immaterial or which are unknown. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Please refer to our most recent annual report on Form 10-K, as well as our subsequent filings on Form 10-Q and Form 8-K, which are available on the SEC’s website (www.sec.gov), for a full discussion of the risks and other factors that may impact any forward-looking statements in this press release. This press release contains forward-looking statements noting future business expectations relating to earnings before interest, taxes, depreciation, and amortization (“EBITDA”), a measure which is not prepared in conformity with generally accepted accounting principles (“GAAP”). EBITDA is calculated in a manner generally consistent with the historical presentation of Adjusted EBITDA in the earnings releases of the Company, including the Company’s most recent earnings release issued on November 5, 2024. Because of the forward-looking nature of this estimate, it is impractical to present a quantitative reconciliation of such measure to a comparable GAAP measure, and accordingly no such reconciliation is being presented.

Investor Relations

Financial Profiles, Inc.

Julie Kegley

[email protected]

KEYWORDS: Illinois Kentucky Pennsylvania Michigan United States North America

INDUSTRY KEYWORDS: Commercial Building & Real Estate Construction & Property Steel Machinery HVAC Building Systems Engineering Manufacturing

MEDIA:

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Denny’s Annual No Kid Hungry Campaign raises over $960,000 to Help Provide Kids in Need with over 9.6 Million Meals*

Guest donations provide nutritious meals with Denny’s 14-year partnership with No Kid Hungry

Spartanburg, SC, Dec. 02, 2024 (GLOBE NEWSWIRE) — Denny’s, America’s Diner, announced today that the annual No Kid Hungry fundraiser raised $962,898. Denny’s U.S. locations gathered donations from guests throughout August to October by having them “round up” their bill up to the nearest dollar, donating an amount of their choice at the register or giving online during checkout at Dennys.com. Guests who donated to No Kid Hungry received an official Denny’s and No Kid Hungry supporter pinup to be on display at the restaurant and a coupon sheet with special offers. ​​  

“It has been our privilege to partner with No Kid Hungry for the last 14 years,” said Kelli Valade, CEO of Denny’s Corp. “We are committed to their goal of making sure every child gets the nutritious food they need to excel in school and life. Thank you to our guests, franchisees, and team members for their passionate support.” 

Since 2011, Denny’s has raised over $14.5 million, which goes toward the mission of ensuring every child in America gets the food they need to grow and thrive. The No Kid Hungry campaign continues to change the lives of millions of children facing food insecurity.  

“At No Kid Hungry, we are deeply grateful for Denny’s incredible support and unwavering commitment to ending childhood hunger in America. From the generosity of your customers to the leadership and dedication of your team, you’ve shown what it means to truly care for the communities you serve. As we approach the 15th anniversary of our partnership in 2025, we’re excited to see what more we can achieve together,” said Anne Filipic, chief executive officer, Share Our Strength, No Kid Hungry campaign. 

These important community efforts embody Denny’s purpose of feeding people, in the restaurants and holistically – body, mind and soul. In addition to the annual No Kid Hungry fundraiser, Denny’s operates a Mobile Relief Diner that travels from coast to coast feeding those impacted by natural disasters, underserved communities, the unhoused and Veterans. The truck has served more than 144,000 meals since launching in 2017. Recently, the Mobile Relief Diner traveled to Spartanburg, SC, Asheville, NC, and Tampa, FL to provide free, hot meals as part of relief efforts due to Hurricanes Helene and Milton.  

And, through its Hungry for Education® scholarship program, Denny’s has awarded nearly $2.5 million in scholarships to students across the country who present unique, actionable ideas on ways Denny’s can help end childhood hunger in local communities. Denny’s restaurants also support national and local charities to improve the health and well-being of the communities they serve. For more information, visit www.dennys.com.  

*Donations help support programs that feed kids; No Kid Hungry does not provide individual meals. Meal equivalency varies during summer. Learn more at NoKidHungry.org/OneDollar. 
 
 

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About Denny’s  

Denny’s is a Spartanburg, S.C. – based family dining restaurant brand that has been welcoming guests to our booths for more than 70 years. Our guiding principle is simple: We love to feed people. Denny’s provides craveable meals at a meaningful value across breakfast, lunch, dinner, and late night. Whether it’s at our brick-and-mortar locations, via Denny’s on Demand (the first delivery platform in the family dining segment), or at The Meltdown, Banda Burrito, and The Burger Den, our three virtual restaurant concepts, Denny’s is ready to delight guests whenever and however they want to order. Our longstanding commitment to supporting our local communities in need is brought to life with our Mobile Relief Diner (that delivers hot meals to our neighbors during times of disaster), Denny’s Hungry for Education™ scholarship program, and our annual fundraiser with No Kid Hungry. 

Denny’s is one of the largest franchised full-service restaurant brands in the world, based on the number of restaurants. As of September 25, 2024, the Denny’s brand consisted of 1,525 restaurants, 1,464 of which were franchised and licensed restaurants and 61 of which were company operated. This includes 168 restaurants in Canada, Costa Rica, Curacao, El Salvador, Guam, Guatemala, Honduras, Indonesia, Mexico, New Zealand, the Philippines, Puerto Rico, the United Arab Emirates, and the United Kingdom.   

To learn more about Denny’s, please visit our brand website at www.dennys.com or the brand’s social channels via Facebook, Twitter, Instagram, TikTok, LinkedIn or YouTube.  



Denny's Media Team
Denny's
864-597-8005
[email protected]

Silynxcom Enhancing Drone Sound Awareness for Armored Vehicle Crews with Upgraded New Product

Netanya, Israel, Dec. 02, 2024 (GLOBE NEWSWIRE) — Silynxcom Ltd. (NYSE American: SYNX) (“Silynxcom” or the “Company”), a manufacturer and developer of ruggedized tactical communication headset devices, announced today its latest innovative product aimed at boosting situational awareness and safety for armored personnel carrier (“APC”) crews and other heavy military vehicles. This technology addresses a critical challenge on the modern battlefield: detecting the distinct and potentially life-threatening drone humming while simultaneously maintaining hearing protection in high-noise environments.

Military crews operating within armored vehicles rely on specialized headsets to communicate effectively amidst the overwhelming noise generated by vehicle engines and live weaponry. These headsets facilitate internal and external communication.

Current technology utilizes ANR (“Active Noise Reduction”). This technology employed in headsets, customarily used in civilian environments, such as commercial airliners or trains, can reduce repetitive noises, such as the APC vehicle engine.

As the battlefield evolves, this characteristic of ANR headsets may lead to the blocking of certain sounds that ought to be detected, such as the faint buzz of an approaching drone, a sound that could signal an imminent threat.

Silynxcom’s new APC headset integrates advanced auditory technology to allow for hearing protection from continuous and sudden sounds, while facilitating the selective amplification of certain environmental sounds, such as drone noise.

The new headset is compatible with the most popular APC intercom and radio systems, such as plug and play, allowing for seamless upgrade of existing systems.

The product was developed in collaboration with a leading global player in the industry and has undergone successful field tests with one of the world’s most advanced military forces.

“Silynxcom continues to innovate and adjust to modern threats to hearing protection by innovating new solutions for military and tactical applications,” said Nir Klein, Chief Executive Officer of Silynxcom. “This latest advancement demonstrates our dedication to addressing evolving battlefield challenges and enhancing the capabilities of modern military forces.”

About Silynxcom Ltd.

Silynxcom Ltd. develops, manufactures, markets, and sells ruggedized tactical communication headset devices as well as other communication accessories, all of which have been field-tested and combat-proven. The Company’s in-ear headset devices, or In-Ear Headsets, are used in combat, the battlefield, riot control, demonstrations, weapons training courses, and on the factory floor. The In-Ear Headsets seamlessly integrate with third party manufacturers of professional-grade ruggedized radios that are used by soldiers in combat or by police officers in leading military and law enforcements units. The Company’s In-Ear Headsets also fit tightly into the protective gear to enable users to speak and hear clearly and precisely while they are protected from the hazardous sounds of combat, riots or dangerous situations. The sleek, lightweight, In-Ear Headsets include active sound protection to eliminate unsafe sounds, while maintaining ambient environmental awareness, giving their customers 360° situational awareness. The Company works closely with its customers and seek to improve the functionality and quality of the Company’s products based on actual feedback from soldiers and police officers “in the field.” The Company sells its In-Ear Headsets and communication accessories directly to military forces, police and other law enforcement units. The Company also deals with specialized networks of local distributors in each locale in which it operates and has developed key strategic partnerships with radio equipment manufacturers.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and other federal securities laws and are subject to substantial risks and uncertainties. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. For example, the Company uses forward-looking statements when it discusses: the belief that this technology addresses a critical challenge on the modern battlefield; the evolving nature of the battlefield that gives rise to this new innovation; and the belief that this latest advancement demonstrates the Company’s dedication to addressing evolving battlefield challenges and enhancing the capabilities of modern military forces. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the Company’s Annual Report on Form 20-F for the year ended December 31, 2023 filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 30, 2024, and other documents filed with or furnished to the SEC which are available on the SEC’s website, www.sec.gov. The Company cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

INVESTOR RELATIONS CONTACTS:

Michal Efraty
IR Manager
[email protected]



Humacyte to Present at the Piper Sandler 36th Annual Healthcare Conference

DURHAM, N.C., Dec. 02, 2024 (GLOBE NEWSWIRE) — Humacyte, Inc. (Nasdaq: HUMA), a clinical-stage biotechnology platform company developing universally implantable, bioengineered human tissue at commercial scale, today announced that Laura Niklason, M.D., Ph.D., Founder, President, and Chief Executive Officer, will participate in a fireside chat presentation at the Piper Sandler 36th Annual Healthcare Conference, in New York, NY on Thursday, December 5, 2024. Management will also be available for one-on-one meetings.

Event: Piper Sandler 36th Annual Healthcare Conference
Location: The Lotte New York Palace, NY
Presentation: Thursday, December 5, 8:00 a.m. EST
Webcast:https://event.webcasts.com/

A replay will be available for a limited time following the presentation on the Events & Presentations portion of the Humacyte website.

About Humacyte

Humacyte, Inc. (Nasdaq: HUMA) is developing a disruptive biotechnology platform to deliver universally implantable bioengineered human tissues, advanced tissue constructs, and organ systems designed to improve the lives of patients and transform the practice of medicine. Humacyte develops and manufactures acellular tissues to treat a wide range of diseases, injuries, and chronic conditions. Humacyte’s initial product candidates, a portfolio of ATEVs, are currently in late-stage clinical trials targeting multiple vascular applications, including vascular trauma repair, arteriovenous (AV) access for hemodialysis, and peripheral artery disease. A Biologics License Application for the ATEV in the vascular trauma indication is currently under review by the FDA and was granted Priority Review. Preclinical development is also underway in coronary artery bypass grafts, pediatric heart surgery, treatment of type 1 diabetes, and multiple novel cell and tissue applications. Humacyte’s 6mm ATEV for AV access in hemodialysis was the first product candidate to receive the FDA’s Regenerative Medicine Advanced Therapy (RMAT) designation and has also received FDA Fast Track designation. Humacyte’s 6mm ATEV for urgent arterial repair following extremity vascular trauma and for advanced PAD also have received an RMAT designations. The ATEV received priority designation for the treatment of vascular trauma by the U.S. Secretary of Defense. For more information, visit www.Humacyte.com.

Humacyte Investor Contact:

Joyce Allaire
LifeSci Advisors LLC
+1-617-435-6602
[email protected]
[email protected]

Humacyte Media Contact:

Rich Luchette
Precision Strategies
+1-202-845-3924
[email protected]
[email protected]



Celebrate National Cookie Day with Buy One, Get One Free Cookie Cake Slice at Great American Cookies

Slice Up the Holiday with Freshly Baked Cookie Cakes

LOS ANGELES, Dec. 02, 2024 (GLOBE NEWSWIRE) —

Great American Cookies
, home of the Original Cookie Cake, is rolling out a hot deal for National Cookie Day, Dec. 4! In honor of the sweet day, Great American Cookies is offering a buy one, get one free Cookie Cake Slice for fans at participating locations.

Known as the creator of the Original Cookie Cake, Great American Cookies is famous for its classic Cookie Cake recipe, which dates back to 1977. The chain’s Cookie Cakes continue to be beloved by fans for every celebratory occasion, from birthdays to graduation to holiday gatherings to making it through another Monday!

“At Great American Cookies, we don’t just do Cookies—we also do Cookie Cakes, and we want to celebrate National Cookie Day with a unique offering on something we do best,” said Katie Thoms, Senior Director of Marketing for Great American Cookies. “On December 4, we are excited to give our guests a taste of our famous fresh-baked Cookie Cakes. Whether treating yourself or sharing with a friend, this is your chance to enjoy a taste of the Original Cookie Cake everyone’s talking about.”

For more information on Great American Cookies, visit www.greatamericancookies.com.


About FAT (Fresh. Authentic. Tasty.) Brands

FAT Brands (NASDAQ: FAT) is a leading global franchising company that strategically acquires, markets, and develops fast casual, quick-service, casual dining, and polished casual dining concepts around the world. The Company currently owns 18 restaurant brands: Round Table Pizza, Fatburger, Marble Slab Creamery, Johnny Rockets, Fazoli’s, Twin Peaks, Great American Cookies, Smokey Bones, Hot Dog on a Stick, Buffalo’s Cafe & Express, Hurricane Grill & Wings, Pretzelmaker, Elevation Burger, Native Grill & Wings, Yalla Mediterranean and Ponderosa and Bonanza Steakhouses, and franchises and owns over 2,300 units worldwide.


About Great American Cookies

Founded on a family chocolate chip cookie recipe in 1977, Great American Cookies believes that pure, simple delight is part of living a full life. Serving the Original Cookie Cake, fresh baked cookies in a variety of flavors, Brownies, and Double Doozies, we promise to treat you to bites of bliss that prove how sweet life can be. With more than 400 bakeries across the country and internationally in Bahrain, Guam, Saudi Arabia, and treats available to ship right to your door, the sweet spot is always close to home. For more information, visit www.greatamericancookies.com.

MEDIA C
ONTACT
:

Erin Mandzik, FAT Brands
[email protected]
860-212-6509



Longeveron to Present at the Emerging Growth Virtual Conference on December 5, 2024

MIAMI, Dec. 02, 2024 (GLOBE NEWSWIRE) — Longeveron Inc. (NASDAQ: LGVN), a clinical stage regenerative medicine biotechnology company developing cellular therapies for life-threatening and chronic aging-related conditions, today announced that it will participate in the Emerging Growth Virtual Conference taking place December 4-5, 2024.

Details for the Company’s presentation:

Date: December 5, 2024
Time: 12:00 – 12:30 p.m. ET
   

The webcast for this conference presentation may be accessed at the “Events and Presentations” section of the Company’s website. A replay of the webcast will be available on the Longeveron website for 180 days following the conference.

Questions may be submitted in advance to [email protected] or asked during the event.

About Longeveron Inc.

Longeveron is a clinical stage biotechnology company developing regenerative medicines to address unmet medical needs. The Company’s lead investigational product is Lomecel-B™, an allogeneic medicinal signaling cell (MSC) therapy product isolated from the bone marrow of young, healthy adult donors. Lomecel-B™ has multiple potential mechanisms of action encompassing pro-vascular, pro-regenerative, anti-inflammatory, and tissue repair and healing effects with broad potential applications across a spectrum of disease areas. Longeveron is currently pursuing three pipeline indications: hypoplastic left heart syndrome (HLHS), Alzheimer’s disease, and Aging-related Frailty. Lomecel-BTM development programs have received five distinct and important FDA designations: for the HLHS program – Orphan Drug designation, Fast Track designation, and Rare Pediatric Disease designation; and, for the AD program – Regenerative Medicine Advanced Therapy (RMAT) designation and Fast Track designation. For more information, visit www.longeveron.com or follow Longeveron on LinkedIn, X, and Instagram.

Investor and Media Contact:

Derek Cole
Investor Relations Advisory Solutions 
[email protected]



Supermicro Announces Completion of Review by Independent Special Committee

Supermicro Announces Completion of Review by Independent Special Committee

Special Committee, supported by outside counsel Cooley LLP and forensic accounting firm Secretariat Advisors, LLC, finds no evidence of misconduct on the part of management or the Board of Directors and that the Audit Committee acted independently

No restatement of reported financials expected

Board adopts recommendations of the Special Committee and appoints new Chief Accounting Officer, approves the transition to a new CFO and authorizes additional executive hires, along with other measures to strengthen the Company

SAN JOSE, Calif.–(BUSINESS WIRE)–
Super Micro Computer, Inc. (Nasdaq: SMCI) (the “Company”), a Total IT Solution Provider for AI, Cloud, Storage, and 5G/Edge, today announced that the independent Special Committee formed by the Company’s Board of Directors has completed its review (the “Review”). As announced on August 30, 2024, the Board of Directors formed this committee in response to information that was brought to the attention of its Audit Committee.

Among its findings, the independent Special Committee determined that the resignation of the Company’s former registered public accounting firm, Ernst & Young LLP (“EY”) and the conclusions EY stated in its resignation letter were not supported by the facts examined in the Review, the Special Committee’s interim findings reported to EY on October 2, 2024, or the Special Committee’s final findings.

Key Findings of the Special Committee

On November 5, 2024, the Company announced that the Special Committee’s investigation preliminarily found that the Audit Committee had acted independently and that there was no evidence of fraud or misconduct on the part of management or the Board of Directors. The Special Committee’s final findings support those initial findings, and the Company is now disclosing the details of the Review, along with measures recommended by the Special Committee.

The Special Committee’s investigation was intended to assess whether the information brought to the Audit Committee’s attention by EY, and certain other matters identified during the Review, raised substantial concerns about (i) the integrity of the Company’s senior management and Audit Committee, (ii) the commitment of the Company’s senior management and Audit Committee to ensuring that the Company’s financial statements are materially accurate, (iii) the Audit Committee’s independence and ability to provide proper oversight over matters relating to financial reporting, and (iv) the tone at the top of the Company with regard to rehiring certain former employees and financial reporting.

The Special Committee’s key findings are summarized as follows:

  • Management and Audit Committee integrity: The evidence reviewed by the Special Committee did not raise any substantial concerns about the integrity of Supermicro’s senior management or Audit Committee, or their commitment to ensuring that the Company’s financial statements are materially accurate.
  • Audit Committee independence: As to the matters investigated by the Special Committee, the Audit Committee demonstrated appropriate independence and generally provided proper oversight over matters relating to financial reporting. The Special Committee also had no reservations about the independence of the Audit Committee and each of its members.
  • Appropriate tone at the top: With respect to the rehiring of former employees, the tone at the top of the Company was appropriate and fully consistent with a commitment to proper financial reporting and legal compliance.

Formation of the Special Committee and the Process of Its Investigation

In late July 2024, EY communicated to the Audit Committee concerns about certain matters related to governance, transparency, and the Company’s internal control over financial reporting. In response, the Board appointed a new director to the Board and formed the Special Committee to review these matters. The Special Committee engaged independent outside counsel Cooley LLP and forensic accounting firm Secretariat Advisors, LLC to aid in an investigation on behalf of and at the direction of the Special Committee.

Specifically, as part of its review, the Special Committee investigated issues related to:

  • Rehiring certain employees who resigned in 2018 following an investigation in 2017 by the Audit Committee regarding sales and revenue recognition practices (the “2017 Audit Committee Investigation”).

  • Current sales and revenue recognition practices, particularly around quarter-ends, as well as with respect to merchandise returns and warranties.

  • Export control matters related to prevention of sales or diversion to restricted countries.

  • Related party disclosures.

The Special Committee is comprised of Susie Giordano, an independent member of Supermicro’s Board of Directors. Mrs. Giordano, an experienced attorney, joined the Board in August 2024 specifically to lead the Special Committee’s efforts to review the matters outlined above, independent from any existing Directors. Mrs. Giordano has over 25 years of experience advising management and boards of directors, as well as extensive management experience at some of the world’s leading technology companies.

The Special Committee’s rigorous investigation took over three months, with independent counsel devoting over 9,000 hours and the Secretariat forensic accounting team over 2,500 hours for the Review. As part of that process, the following investigative actions were taken:

  • Extensive document collection, review, and analysis of roughly 4.1 terabytes of data, consisting of over 9 million documents from 89 individuals and an additional hard drive collection.

  • Conducted 68 witness interviews of current and former employees, management, advisors, and Board members.

  • The Special Committee employed more than 50 attorneys from Cooley and outside contract review attorneys, and employed a team of forensic accounting specialists from Secretariat.

  • Extensive meetings with Deloitte and EY, the Company’s former auditors.

The Special Committee has confirmed that the Company cooperated fully, and that the Company, Board, and the Audit Committee promptly complied with all requests for information, documentary evidence, and access to relevant witnesses.

Detailed Findings for the Specific Issues Investigated by the Special Committee

Rehiring employees

  • The investigation focused on the rehiring of nine individuals, either as employees or as independent contractors, who had previously resigned from the Company following the 2017 Audit Committee Investigation.

  • The Special Committee regarded the lack of any finding in the 2017 Audit Committee Investigation that these individuals had engaged in conduct that was intended to cause the Company’s financial results to be misstated as an important factor in assessing the Company’s decision to rehire them.

  • The Company’s decision to rehire certain individuals was the product of reasonable business judgment.

  • The Company generally had appropriate processes for rehiring these individuals and ensuring proper guardrails were in place.

  • There were, however, lapses, including in ensuring guardrails were always in place and observed. The Special Committee determined that, because the Company’s Chief Financial Officer/Chief Compliance Officer (CFO/CCO) had primary responsibility for the process of rehiring these employees, he had primary responsibility for process lapses.

    • The Special 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, on the part of the CFO/CCO or anyone else.

    • These lapses included instances of not promptly informing the Company’s Audit Committee and/or independent auditor of certain rehires or plans to rehire some of these former employees, including not informing EY prior to entering in June 2024 into a now terminated consulting arrangement with the Company’s former CFO, who had resigned following the 2017 Audit Committee Investigation.

  • The Special Committee found certain instances where the documentation, tracking, training, and instructions around appropriate guardrails were inconsistent or vague.

Revenue recognition and sales practices

  • Based on a thorough review of 52 sales transactions from April 1, 2023 to June 30, 2024, including two sales transactions specifically designated by EY, the Special Committee did not disagree with any of the Company’s revenue recognition conclusions for any quarter during this period.

  • The Special Committee reviewed underlying sales transaction information (including sales orders, purchase orders, shipping documents, payment information, and the Company’s revenue recognition determinations), discussed transactions with accounting personnel, and conducted email reviews as appropriate. The sample was focused on sales that included large dollar amounts, involvement of rehires, discussions with now former auditors, customers with high sales concentrations at quarter ends, and/or changes in delivery dates.

  • The Review also examined merchandise returns and warranty practices to assess if there was any pattern or practice of shipping non-working or incomplete products near quarter ends.

  • Based on its investigation, the Special Committee did not disagree with the Company’s revenue recognition conclusions. Additionally, the Special Committee did not find evidence of a pattern or practice of the Company shipping incomplete products at or near quarter ends to recognize revenue.

  • The evidence reviewed by the Special Committee did not give rise to any substantial concerns about the integrity of Supermicro’s senior management or Audit Committee, or their commitment to ensuring that the Company’s financial statements are materially accurate.

  • The Audit Committee demonstrated appropriate independence and generally provided proper oversight over matters relating to financial reporting.

Export control matters

  • The Special Committee also reviewed 11 specific export transactions noted by EY. The Review focused on whether, at the time of shipment, transactions complied with relevant U.S. export laws and regulations. The Special Committee also reviewed certain allegations of export control violations contained in a short-seller report released on August 27, 2024 (the “Short Seller Report”).

  • The Special Committee relied in part on work conducted as part of the Company’s regular compliance processes by outside counsel and on a separate export control review recently conducted by other outside counsel. In addition, the Special Committee investigated sales data from these transactions and conducted a targeted email review and collection of documents from 34 individuals.

  • The Special Committee did not see any evidence suggesting that anyone at the Company tried to circumvent export control regulations or restrictions, or that anyone at the Company was aware that any of its products might be diverted to a prohibited end user or location. The Special Committee also did not identify products that were sold to Russian customers or shipped to Russia in violation of export controls or sanctions laws that were in place when products were shipped.

  • Based on its Review, the Special Committee concluded it appears the Company has implemented a reasonable program for compliance with applicable export control regulations.

Related party disclosures

  • The Special Committee also reviewed the Company’s disclosures regarding related parties in light of allegations in the Short Seller Report.

  • The Special Committee concluded that, with respect to the related parties identified in the Short Seller Report, they were (i) previously fully disclosed as required, (ii) not required to be disclosed by applicable disclosure obligations or (iii) in one case, the party became a related party during fiscal year 2024 and will be fully disclosed in the Company’s annual report on Form 10-K when filed.

Measures Recommended by the Special Committee

As a result of these findings, the Special Committee recommended that the Company take the following measures to strengthen the Company’s governance and support the dynamic growth of the business operations:

  • Transition to a new Chief Financial Officer:In light of the Company’s rapid recent growth and the Company’s ambition for future growth,the Company should appoint at the soonest practicable time a new CFO with extensive experience working as a senior finance professional at a large public company.
  • Appoint a Chief Accounting Officer: The Company should appoint a Chief Accounting Officer, which will create an additional layer of accounting standards and oversight.
  • Appoint a Chief Compliance Officer: The Special Committee found that the Company’s ability to properly oversee and monitor guardrails related to the rehired employees was impacted because the CFO/CCO functions were combined longer than anticipated. It recommended that the Company promptly appoint a separate Chief Compliance Officer.
  • Appoint a General Counsel and Expand the Legal Department: The Company should appoint a General Counsel and expand the number of in-house attorneys to a level commensurate for a company of Supermicro’s size and complexity, particularly in light of its recent rapid growth and future growth ambitions.
  • Improve Training and Guardrail Monitoring:The Company should further invest in its systems and processes to track all (i) training that is not currently included in its computerized tracking, and (ii) guardrail monitoring and reporting.
  • Improve Training and Guardrail Review: The Company should evaluate its training program regarding sales and revenue recognition policies and practices, including the appropriate role of accounting personnel in the sales transaction process, as well as streamline and revise its current active guardrails to remove unintended ambiguity from monitoring.

Company Adopts All of the Special Committee Recommendations

The Board has adopted all of the Special Committee’s recommendations. To address the Special Committee’s recommendations, and being mindful of the Company’s rapid business growth over the past two years in helping to lead the AI revolution, 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.

Specifically, the Board’s action in adopting all of the Special Committee’s recommendations includes the following updates and planned measures:

  • The Company has begun a process to search for a new Chief Financial Officer. David Weigand will continue to serve as the Company’s CFO until the Board has named his successor.

  • Additionally, the Company is accelerating its search for a Chief Compliance Officer and for a General Counsel.

  • Kenneth Cheung has been appointed Chief Accounting Officer. Mr. Cheung is currently the Vice President of Finance and Corporate Controller of Supermicro and previously served as the Vice President of Operations at the Company.

  • The Company will continue expanding and enhancing its training programs as part of its commitment to continuous improvements in its financial controls and compliance processes.

Current Financials

As announced on November 18, 2024, in its compliance plan to Nasdaq, the Company believes it will be able to complete its Annual Report on Form 10-K for the year ended June 30, 2024, and its Quarterly Report on 10-Q for the fiscal quarter ended September 30, 2024 and become current with its periodic reports within the discretionary period available to the Nasdaq staff to grant.

As previously disclosed, the Company does not anticipate any restatements of its quarterly reports for the fiscal year 2024 ended June 30, 2024, or for prior fiscal years.

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, among other things, to (i) the actions the Company will take to adopt and address the Special Committee’s recommendations, (ii) the timing for the Company’s completion of its Annual Report on Form 10-K for the year ended June 30, 2024, and its Quarterly Report on 10-Q for the fiscal quarter ended September 30, 2024 and becoming current with its periodic reports, and (iii) the Company’s anticipation that it will not have any restatements of its quarterly reports for the fiscal year 2024 ended June 30, 2024 or for prior fiscal years. Such forward-looking statements do not constitute guarantees of future performance and are subject to a variety of risks and uncertainties that could cause our actual results to differ materially from those anticipated. 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 Securities and Exchange Commission, including those factors discussed under the caption “Risk Factors” in such filings.

About Super Micro Computer, Inc.

Supermicro (NASDAQ: SMCI) is a global leader in Application-Optimized Total IT Solutions. Founded and operating in San Jose, California, Supermicro is committed to delivering first to market innovation for Enterprise, Cloud, AI, and 5G Telco/Edge IT Infrastructure. We are a Total IT Solutions provider with server, AI, storage, IoT, switch systems, software, and support services. Supermicro’s motherboard, power, and chassis design expertise further enable our development and production, enabling next generation innovation from cloud to edge for our global customers. Our products are designed and manufactured in-house (in the US, Taiwan, and the Netherlands), leveraging global operations for scale and efficiency and optimized to improve TCO and reduce environmental impact (Green Computing). The award-winning portfolio of Server Building Block Solutions® allows customers to optimize for their exact workload and application by selecting from a broad family of systems built from our flexible and reusable building blocks that support a comprehensive set of form factors, processors, memory, GPUs, storage, networking, power, and cooling solutions (air-conditioned, free air cooling or liquid cooling).

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.

Media Contact:

[email protected]

KEYWORDS: United States North America California

INDUSTRY KEYWORDS: Software Networks Accounting Professional Services Hardware Data Management Technology Artificial Intelligence Semiconductor Legal Finance Telecommunications

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Planet Partners with Laconic to Deliver AI-Powered Forest Carbon Insights, Aiming to Enable Informed Carbon Credit Trading

Planet Partners with Laconic to Deliver AI-Powered Forest Carbon Insights, Aiming to Enable Informed Carbon Credit Trading

SAN FRANCISCO–(BUSINESS WIRE)–Planet Labs PBC (NYSE: PL), a leading provider of daily data and insights about Earth, today announced that they have signed a multi-year, seven-figure deal with Laconic, a company leading a global shift in climate finance, empowering governments to monetize natural carbon assets through its Sovereign Carbon securitization platform. For the next three years, Laconic will be receiving both Planet’s 3 meter Forest Carbon Monitoring product and its 30 meter Forest Carbon product.

Laconic operates the data management and interchange platform, SADAR Natural Capital Monetization, which provides the structured data, real-time tracking, and AI-powered verification required for carbon securities to trade efficiently in the global market. With Planet’s satellite-data derived Forest Carbon products, Laconic will receive AI-powered forest carbon insights from around the globe. With these novel geospatial data feeds, Laconic will offer their customers accurate trends, correlations, and predictions to instill trusted trading confidence and empower informed decision-making in the carbon market.

“Planet’s Forest Carbon products give us a best-in-class data layer from which we can extract critical insights for our customers,” said Laconic CEO Andrew Gilmour. “The scope of their product is exceptional. Nowhere else could we get trusted forest carbon data at this high of a cadence or resolution.”

Planet’s recently launched Forest Carbon Monitoring product provides a quarterly dataset estimating aboveground carbon, canopy height, and cover over the entire Earth at 3 meter resolution, dating back to 2021. As the world’s first global scale forest monitoring system at such a high resolution, this product aims to offer a common standardized operating system for businesses, governments, and NGOs looking to support voluntary carbon markets, regulatory compliance, and deforestation mitigation. Planet’s Forest Carbon Diligence product offers a robust archive of global aboveground carbon data at 30 meter resolution dating back to 2013, helping to inform forest change over time.

“It’s time for the world to start valuing trees alive and standing, and putting carbon onto our balance sheets. The technology is here to capture it, and the data is here to validate it,” said Planet CEO Will Marshall. “We are very happy about this partnership with Laconic. By getting our Forest Carbon data into their expert hands, we’re excited to see how governments and investors start to make informed carbon trading decisions – changing how we see and value our essential global forests.”

This partnership aims to support a trusted, data-rich system that entities around the world can rely on for the generation and trading of sovereign carbon, a financial asset that is generated by a nation through the reduction of deforestation in their rainforests. With Planet’s unique Forest Carbon data and insights and Laconic’s platform and industry expertise, these two entities look forward to generating new forms of valuing natural capital and sustainability-oriented markets.

About Planet

Planet is a leading provider of global, daily satellite imagery and geospatial solutions. Planet is driven by a mission to image the world every day, and make change visible, accessible and actionable. Founded in 2010 by three NASA scientists, Planet designs, builds, and operates the largest Earth observation fleet of imaging satellites. Planet provides mission-critical data, advanced insights, and software solutions to over 1,000 customers, comprising the world’s leading agriculture, forestry, intelligence, education and finance companies and government agencies, enabling users to simply and effectively derive unique value from satellite imagery. Planet is a public benefit corporation listed on the New York Stock Exchange as PL. To learn more visit www.planet.com and follow us on X (formerly Twitter) or tune in to HBO’s ‘Wild Wild Space’.

About Laconic

Laconic delivers accurate environmental intelligence, data management tools, and geospatially-fused insights that enable governments, corporations, and financial institutions to engage fairly in data interchange activities that facilitate open and compliant capital markets activity in carbon-linked instruments. Founded in 2021, the company is a Public Benefit Corporation (PBC) headquartered in Chicago, with offices in Toronto, London, and Singapore. For more information, please visit www.laconicglobal.com. Laconic and SADAR (Sentient All-Domain Augmented Response), LUEI, and LUCID are trademarks or registered trademarks of Laconic Infrastructure Partners Inc. in the U.S. and other countries. All other names are trademarks or registered trademarks of their respective companies.

Planet Press

Lauren Neville Cottrell

[email protected]

Planet Investor Relations

Cleo Palmer-Poroner

[email protected]

Laconic

Brant Pinvidic

[email protected]

Elke Heiss

[email protected]

KEYWORDS: California United States North America

INDUSTRY KEYWORDS: Software Professional Services Environmental Issues Data Management Technology Artificial Intelligence Environment Satellite Photography Finance Aerospace Manufacturing

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Tiptree Announces Declaration of a Special Dividend

Tiptree Announces Declaration of a Special Dividend

GREENWICH, Conn.–(BUSINESS WIRE)–
Tiptree Inc. (NASDAQ:TIPT) (the “Company”), today announced that its board of directors (the “Board”) has approved the declaration and distribution of a special cash dividend (the “Special Dividend”) of $0.25 per share of Tiptree Inc. Common Stock.

The Special Dividend is payable on December 19, 2024, to holders of record on December 11, 2024. This Special Dividend is in addition to the Company’s regular quarterly cash dividend of $0.06 per share most recently paid on November 25, 2024.

About Tiptree

Tiptree Inc. (NASDAQ: TIPT) allocates capital to select small and middle market companies with the mission of building long-term value. Established in 2007, Tiptree has a significant track record investing across a variety of industries and asset types, including the insurance, asset management, specialty finance, real estate and shipping sectors. With proprietary access and a flexible capital base, Tiptree seeks to uncover compelling investment opportunities and support management teams in unlocking the full value potential of their businesses. For more information, please visit tiptreeinc.com and follow us on LinkedIn.

Tiptree Inc.

Investor Relations, 212-446-1400

[email protected]

KEYWORDS: Connecticut United States North America

INDUSTRY KEYWORDS: Professional Services Small Business Other Construction & Property Finance Construction & Property Banking

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LPL Financial Welcomes Renana Friedlich as Chief Information Security Officer

Accomplished leader will spearhead firm’s cybersecurity strategy

SAN DIEGO, Dec. 02, 2024 (GLOBE NEWSWIRE) — LPL Financial LLC, a leader in the wealth management industry, today announced the strategic hire of Renana Friedlich as executive vice president and chief information security officer (CISO), bolstering the firm’s commitment to state-of-the-art cybersecurity in an increasingly challenging business landscape.

Friedlich, with over two decades of cross-sector cybersecurity experience, will report to Greg Gates, managing director and chief technology and information officer. Her appointment underscores LPL’s proactive stance against evolving cyber threats, particularly as the financial services industry remains a prime target.

“Renana joins us with a proven track record of pioneering security solutions,” said Gates. “Her leadership will be instrumental in strengthening our security posture and propelling LPL and financial advisors toward a secure and resilient future.”

In her new role, Friedlich will spearhead LPL’s cybersecurity strategy and oversee the protection of the firm’s IT infrastructure, networks and data. She emphasized the critical need for vigilance and innovation in cybersecurity, stating, “LPL understands that robust cybersecurity is non-negotiable. I’m thrilled to join a firm that prioritizes security and strives to lead the way in safeguarding advisors, financial institutions and investors.”

Before joining LPL, she was deputy CISO and senior director of cyber threat management at PayPal, leading a team of 120 security professionals. Prior to PayPal, she held a senior manager role at EY, assisting Fortune 500 companies in breach preparedness and response, and spent seven years in military service.      

Recognized for her thought leadership, Friedlich serves on advisory boards at prominent universities, tech companies and startups. Friedlich holds several security certifications, including CISSP, CISM, TCISO, GCIH and GCFA, and is regularly invited to keynote leading security conferences. She will be based at LPL’s San Diego headquarters. Her appointment signals LPL’s unwavering commitment to safeguarding its clients and the broader financial ecosystem in an era of heightened cyber risk.


About LPL Financial

LPL Financial Holdings Inc. (Nasdaq: LPLA) is among the fastest growing wealth management firms in the U.S. As a leader in the financial advisor-mediated marketplace, LPL supports more than 28,000 financial advisors and the wealth management practices of 1,000 financial institutions, servicing and custodying approximately $1.6 trillion in brokerage and advisory assets on behalf of 8 million Americans. The firm provides a wide range of advisor affiliation models, investment solutions, fintech tools and practice management services, ensuring that advisors and institutions have the flexibility to choose the business model, services, and technology resources they need to run thriving businesses. For further information about LPL, please visit www.lpl.com.

Securities and advisory services offered through LPL Financial (LPL), a registered investment advisor and broker dealer, member FINRA/SIPC.

LPL Financial and its affiliated companies provide financial services only from the United States.

Throughout this communication, the terms “financial advisors” and “advisors” are used to refer to registered representatives and/or investment advisor representatives affiliated with LPL Financial.

We routinely disclose information that may be important to shareholders in the “Investor Relations” or “Press Releases” section of our website.


Media Contact:
 
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(402) 740-2047 


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663578