Business Context and Reporting Period
This Form 8-K is filed by Empire State Realty Trust, Inc. (ESRT) and Empire State Realty OP, L.P. (ESROP) on August 19, 2024, regarding events occurring on August 15, 2024. The filing addresses a failure to timely submit the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2024.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on regulatory compliance and reporting delays rather than financial performance data.
Material Changes and Events
- Audit Control Deficiencies: Ernst & Young LLP (EY), the independent auditor, identified control deficiencies in the design of certain information technology general controls relevant to the preparation of consolidated financial statements for the year ended December 31, 2023, following an internal post-audit quality review.
- Delisting Notices:
- On August 15, 2024, ESRT received notice from the NYSE of non-compliance with Section 802.01E due to the late Form 10-Q filing.
- On August 16, 2024, ESROP received notice from NYSE Arca of non-compliance with Rule 5.3-E(i)(1) for the same reason.
Outlook, Risks, and Management Commentary
Management states it is working diligently with EY to assess the impact of the identified control deficiencies and plans to file the Form 10-Q as soon as practicably possible. The filing outlines the following risks and contingencies:
- Compliance Timeline: Registrants can regain compliance by filing the Form 10-Q within six months of the original due date.
- Delisting Risk: Failure to file within the six-month window may result in suspension and delisting procedures. While an additional six-month trading period may be requested, there is no assurance it will be granted.
- Uncertainty: The Registrants provide no assurances regarding the specific timing of the Form 10-Q filing.
Investor Verification Checklist
- Verify the exact date the Form 10-Q for the quarter ended June 30, 2024, is filed with the SEC.
- Monitor communications from the NYSE and NYSE Arca regarding the status of the delisting proceedings.
- Review the upcoming Form 10-Q for details on the nature of the IT control deficiencies and the remediation plan.
- Check for any subsequent press releases or 8-K filings regarding the outcome of the auditor's assessment.