Cray, Inc.
filed an 8-K report (from the Sarbanes-Oxley Act) on March 16,
2005 warning of material weaknesses in internal control over
financial reporting.
Specifically, inadequate review
of third-party contracts and lack of software application
controls and documentation. Management's disclosure also
addressed the possibility of failing SOX 404 compliance
testing.
"We also expressed our
auditors' serious reservations as to whether we will be able to
complete our assessment and whether the auditors will be able to
render an opinion on our assessment and/or our internal controls
(03/16/05 8-K)". Cray's initial filing of its 10-K did not
attest to operating effectiveness of internal controls as
expected. Notes to the consolidated financial statements
included a description of two types of material weaknesses
discovered at the time of the report. The amended 10-K report,
issued on May 3, 2005, described several material weaknesses in
its control environment:
- Control Environment.
"Our control environment did not sufficiently promote
effective internal control over financial reporting
throughout our management structure, and this material
weakness was a contributing factor in the development of
other material weaknesses described below. Principal
contributing factors included the lack of permanent
employees in key financial reporting positions, resistance
to change of long-held practices developed in an
entrepreneurial and trust culture, the lack of a formal
program for training members of our finance and accounting
group and a lack of a full evaluation of our financial
system applications due to incomplete documentation and
testing of key controls. Our control environment also
contributed to our inability to evaluate fully our general
computer controls, financial system application controls and
tax controls…"
- Risk Assessment.
- Segregation of Duties.
(The following items relate to the financial system
application control weaknesses stated above):
- Permitting changes to
inventory quantity information within the financial
application system without appropriate review;
- Providing users access
within our financial application system to areas outside
of their responsibilities; and
- Permitting the creation,
modification and updating of customer or vendor data
without a secondary level of review or approval.
- Inadequate Staffing and
Training in Finance and Accounting.
- Inadequate Oversight of
Accounting Transactions.
- Inadequate Controls
Over Journal Entry Approvals.
- Complex Contract
Accounting Procedures.
- Tax Controls.
Cray prefaced its assessment by
stating the fact that they were incomplete in their review,
"Management performed an incomplete review of financial
applications and general computer controls and tax controls and
did not perform a formalized entity-level risk assessment."
Further contributing to Cray's
problems was the loss of both the chief financial officer and
financial reporting manager in the fourth quarter of 2004, and
the head of information technology in the first quarter of 2005.
In the first quarter of 2005 Cray hired a director of internal
audit and Sarbanes-Oxley compliance to relieve pressure from the
corporate controller. Cray's stock price dropped 56%, from $3.15
per share on March 15, 2005, to $1.38 on May 25, 2005.
On June 15, 2005, a class
action suit was filed against Cray on behalf of shareholders who
purchased securities between July 31 and May 12. The suit
accuses that the company had misrepresented financial data.
In November 2005 Burton Smith,
one of Tera's cofounders and Cray's chief scientist, resigned
from the corporation to take up a position at Microsoft
(Reuters).