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Appendices Appendix V: NYSE MKT continued listing standards (a) NYSE MKT has both quantitative and qualitative continued listing criteria. When a company falls below any criterion, NYSE MKT will review the appropriateness of continued listing. The following is a summary of NYSE MKT’s quantitative continued listing standards. For a more complete discussion of NYSE MKT’s continued listing standards, as well as the procedures followed when a company falls below any of the continued listing criteria, see Section 1003 and Section 1009 of the Company Guide, which can be accessed at http://wallstreet.cch.com/ MKT/CompanyGuide/. A company falls below compliance if its stockholders’ equity is less than: • $2 million and the company has two out of three years of losses from continuing operations and/or net losses. • $4 million and the company has three out of four years of losses from continuing operations and/or net losses. • $6 million and the company has five consecutive years of losses from continuing operations and/or net losses. A company is not subject to stockholders’ equity continued listing requirements if it has: • Market capitalization of $50 million; OR • Total assets AND total revenue of $50 million each (in last fiscal year or two of the last three); AND (in each case) • Distribution: 1.1 million shares publicly held, $15 million market value of public float, and 400 round-lot shareholders. Distribution A company falls below compliance if: • The number of publicly held shares is less than 200,000; OR • It has fewer than 300 Shareholders; OR • The market value of publicly held shares is less than $1 million (if below for 90 consecutive days). (a) In addition to the financial and distribution standards shown above, NYSE MKT has requirements relating to: 1. disposal of assets/reduction of operations; 2. failure to comply with the Listing Agreement and/or SEC requirements; 3. low selling price; 4. failure to pay listing fees; 5. maintenance of sufficient liquidity; and 6. public interest concerns. 116 NYSE IPO Guide
Appendices Appendix VI: Summary of filing and other requirements based on issuer category KPMG LLP The following table summarizes some of the most common financial statement filing requirements, Regulation S-K disclosure requirements, and other rules for nonaccelerated filers, smaller reporting companies, emerging growth companies and foreign private issuers. Requirement Nonaccelerated reporting company Categories with modified reporting requirements Smaller reporting company Emerging growth company Foreign private issuer Audited financial statements in initial registration statement Balance sheet Most recent two fiscal year-ends Most recent two fiscal year-ends Most recent two fiscal year-ends Most recent two fiscal year-ends if financial statements are presented in accordance with U.S. GAAP. Most recent three fiscal year-ends if presented in accordance with IFRS as issued by the IASB (a) Income statement, comprehensive income, cash flows, changes in shareholders’ equity Most recent three fiscal years Most recent two fiscal years Most recent two fiscal years Most recent three fiscal years (b) Financial statements of a significant acquired business Up to three years may be required, depending upon level of significance Limited to up to two years, depending upon significance (c) Limited to up to two years, depending upon significance Up to three years may be required, depending upon level of significance (d) Initial Sarbanes-Oxley Act compliance after an IPO Quarterly section 302/906 certifications First periodic filing (10-Q/10-K) after the IPO First periodic filing (10-Q/10-K) after the IPO First periodic filing (10-Q/10-K) after the IPO (e) First Form 20-F filed after the IPO Section 404(a) management report Second 10-K filed after the IPO Second 10-K filed after the IPO Second 10-K filed after the IPO Second 20-F filed after the IPO Section 404(b) auditor attestation (f) Second 10-K filed after the IPO if an accelerated filer Not required Transition period of up to five years Second 20-F filed after the IPO (g) Select Regulation S-K disclosure requirements Selected financial information Last five fiscal years and interim periods presented Not required Last two fiscal years and interim periods presented (h) Last five fiscal years and interim periods presented (Continued opposite) NYSE IPO Guide 117
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