Business Context and Reporting Period
Company: Broadway Financial Corporation
Filing Type: Form 8-K (Current Report)
Date of Report: May 26, 2010 (Event Date)
Reporting Period: The filing addresses compliance issues regarding the Annual Report for the year ended December 31, 2009, and the Quarterly Report for the first quarter of 2010.
Key Financial Metrics
This filing is a regulatory notice regarding delisting risks and does not contain specific financial performance data. The following metrics are not provided in this document:
- Revenue, profit, and cash flow figures.
- Profit margins, debt levels, and liquidity ratios.
- Balance sheet or income statement details.
Material Changes and Regulatory Status
The Company received a letter from the Nasdaq Listing Qualifications Department on May 26, 2010, stating it is not in compliance with Nasdaq Listing Rule 5250(c)(1). This rule requires timely filing of periodic financial reports. The specific deficiencies are:
- Failure to file the Annual Report on Form 10-K for the year ended December 31, 2009.
- Failure to file the Quarterly Report on Form 10-Q for the first quarter of 2010.
This follows a previous deficiency notice dated April 16, 2010, regarding the 2009 Form 10-K.
Outlook, Management Commentary, and Risks
Reason for Delay: The Company has been unable to complete its financial statements due to not receiving final conclusions from the Office of Thrift Supervision (OTS) regarding a regular examination of the Bank that commenced in January 2010. The Company previously filed Form 12b-25 notices on March 31, April 15, and May 18, 2010, to report these delays.
Compliance Plan and Timeline:
- The Company must submit a compliance plan to Nasdaq within 60 calendar days of the May 26 letter.
- If the plan is accepted, Nasdaq may grant an exception of up to 180 calendar days from the original due date, extending the deadline to regain compliance to October 12, 2010.
- Management expects to file the 2009 Form 10-K and first quarter 2010 Form 10-Q in the "next few weeks."
Risks: Failure to regain compliance with Nasdaq Listing Rules could result in the delisting of the Company's securities.
Investor Verification Checklist
- Verify the status of the Office of Thrift Supervision (OTS) examination and whether final conclusions have been received.
- Monitor the submission and acceptance of the Company's compliance plan by Nasdaq.
- Confirm the actual filing dates of the 2009 Form 10-K and Q1 2010 Form 10-Q to ensure they meet the October 12, 2010, deadline.
- Review the attached press release (Exhibit 99.1) for any additional details on the delisting risk.