Esmark on Notice from Nasdaq for Delay in Filing Form 10-K
04/28/2008 - Nasdaq notifies Esmark that the company is no longer in compliance with Nasdaq Marketplace Rule 4310(c)(14) for continued listing due to Esmark’s failure to timely file its 2007 Annual Report on Form 10-K with the Securities and Exchange Commission.
Esmark Inc. confirmed that it has received a Staff Determination letter from Nasdaq stating that the company is no longer in compliance with Nasdaq Marketplace Rule 4310(c)(14) for continued listing. The letter was prompted by Esmark’s failure to timely file its 2007 Annual Report on Form 10-K with the Securities and Exchange Commission.
The company had previously disclosed (April 1, 2008) that it would be unable to timely file its Annual Report on Form 10-K for the year ended December 31, 2007 without unreasonable effort or expense because finalization of the financial statements had been delayed due to the complexity of accounting related to the business combination involving the company, Wheeling-Pittsburgh Corp. and Esmark Steel Service Group, Inc. (f/k/a Esmark Inc.) consummated on November 27, 2007.
Although the company has been preparing its Annual Report on Form 10-K (including the relevant financial statements), it was nonetheless unable to file its Form 10-K on or before April 15, 2008, the extended filing date for the Annual Report on Form 10-K.
Nasdaq’s Staff Determination Letter states that Nasdaq would suspend trading of Esmark's common stock at the opening of business on April 28, 2008, and file a Form 25-NSE with the Securities and Exchange Commission to remove the company's securities from listing and registration on The Nasdaq Stock Market unless the company requests an appeal of the Determination with the Nasdaq Listing Qualifications Panel in accordance with Nasdaq Marketplace Rules. The company has requested an appeal, automatically staying the suspension of the company's common stock and the delisting and deregistration from The Nasdaq Stock Market, pending the issuance of a written decision by the Panel.
While the company expects the notice of delisting would be withdrawn by Nasdaq in the event the company files its Form 10-K before the hearing date, there can be no assurance, if a meeting of the hearing panel is held, that the hearing panel will grant the Company's request for continued listing.
In addition, on April 18, 2008 the company entered into an amendment with GE Corporate Lending that effectively exercised its option to extend the maturity date of its revolvers to May 31, 2008 for Wheeling-Pittsburgh Steel Corp. (WPSC) and ESSG. WPSC and ESSG may also further extend the maturity date of its revolvers up to September 30, 2008, provided that any further extension is 60 days prior to the maturity date of WPSC's term loan.
The company currently expects that it may receive a going-concern opinion in connection with its 2007 Form 10-K. The company said that it continues to evaluate all strategic alternatives and opportunities that could enhance liquidity and shareholder value.
Esmark Inc. is a vertically integrated steel producer and distributor, combining steel production capabilities through both blast furnace and electric arc furnace technologies with the just-in-time delivery of value-added steel products to a broad customer base concentrated in the Ohio Valley and Midwest regions. Currently headquartered in Wheeling, W.Va., the company produces carbon flat-rolled products for the construction, container, appliance, converter/processor, steel service center, automotive and other markets. The company's products include various sheet products such as hot rolled, cold rolled, hot dipped galvanized, electro-galvanized, black plate, and electrolytic tinplate.
