Analysis: Listing Requirements For NASDAQ & Financial Markets

Analysis: Listing Requirements For NASDAQ & Financial Markets

By Yash

The listing requirements for NASDAQ give all the minimum necessities and standards created by NASDAQ to permit the membership of firms in the exchange. There are other listing requirements that are given by different financial markets around the world. A firm can list its shares on that particular exchange only if it meets all the requirements for listing on it. The firms that do not meet the listing requirements for NASDAQ may sometimes be permitted to give their shares for trading over the counter. When seeking to be listed, a company will have to show to a particular exchange that they have the ability to meet all the necessary standards set by the financial markets. Once such a share is listed on the financial exchange, the issuing company typically must maintain a set of related but less strict requirements for trading. If that is not done, the shares may be delisted from the financial markets. 

 

There is no legal penalty for being delisted from the financial markets. But it means that the firm will be expelled from that particular exchange. Companies can list their shares on more than a single financial exchange, and it often happens. The listing requirements for NASDAQ are not full restrictions in trading. This is because the companies can always opt to trade their shares over the counter. But they do not give the visibility, prestige, regulatory oversight, and liquidity as being listed on the financial markets.

 

Listing Requirements in Practice

 

There is usually a listing fee required as well as annual listing fees for issuing shares in the financial markets. This goes up based on the number of shares being traded. The listing fees can range up to thousands of dollars. The fees for NASDAQ are much lower than what is required for the New York Stock Exchange. This has resulted in the NASDAQ becoming a better option for smaller or newer companies. The listing fees will differ based on the market that the firm is trying to qualify for and what kind of shares the firm wants to issue. The market entry fees are based on the number of shares that are outstanding at the moment of initial listing. This includes a non-refundable application fee. The entry fees must be given before the initial day of trading.

The firms that want to list their shares on NASDAQ must meet some standards. The firms must also meet the standards set regarding corporate governance. Before completing an application for the listing of shares in the financial markets, a firm has a choice to go through a preliminary review to find out its eligibility for listing on the financial markets. The qualification staff for listing will try to find out whether a firm has met all the listing requirements. They will review all the public filings of the firm. If the firm has any reasons for concerns on the regulatory front, they will notify the firm about the same. A preliminary review for listing is not the same as filing an official application for listing shares in the financial markets. 

 

Application Requirements

 

Based on a firm's circumstances, NASDAQ has several different listing applications. It has been created to take care of the events when there is a change in control in the firm or when a firm has released an initial public offering. All the applications filled in NASDAQ are less than eight pages in length. They need firms to submit some basic data about certain security measures. Firms must also seek to explain any lawsuits and investigations held within the last decade of filing the firm's application. Usually, all the applications are processed in less than two months.

 

Listing Requirements for NASDAQ Global Select, Global Markets, & Capital Markets

 

NASDAQ has different tiers which have their own listing requirements. The NASDAQ Global Select Market has very strict requirements for listing its shares among all the tiers. It also has one of the strongest standards amongst all financial exchanges around the globe. The NASDAQ global market is for firms that function or sell their services or products on the global market. The NASDAQ Capital Market is for all other firms that want to raise financial markets.

 

NASDAQ Global Select Market

Financial Requirements

Standard 1: Earnings

Standard 2: Capitalization with Cash Flow

Standard 3: Capitalization with Revenue

Standard 4: Assets with Equity

Listing Rules

5315(e) and 5315(f)(3)(A)

5315(e) and 5315(f)(3)(B)

5315(e) and 5315(f)(3)(C)

5315(e) and 5315(f)(3)(D)

Pre-Tax Earnings

Aggregate in the prior three fiscal years above or equal to $11mm, and each of the prior three fiscal years above or equal to $0, and each of the two most recent fiscal years above or equal to $2.2mm

-

-

-

Cash Flows

-

Aggregate in the prior three fiscal years above or equal to $27mm, and each of the prior three fiscal years above or equal to $0

-

-

Market Cap

-

Average above or equal to $550mm over the prior 12 months

Average above or equal to $850mm over the prior 12 months

$160mm

Revenue

-

Previous fiscal year above or equal to $110mm

Previous fiscal year above or equal to $90mm

-

Total Assets

-

-

-

$80mm

Stockholders’ Equity

-

-

-

$55mm

Bid Price

$4

$4

$4

$4

Liquidity Requirements

Initial Public Offerings and Spin-Off Companies

Seasoned Companies: Currently Trading Common Stock or Equivalents

Affiliated Companies

Listing Rule

Round lot shareholders or Total shareholders and average monthly trading volume over the past twelve months

450 or 2,200

450 or 2,200 or 550 and 1.1mm

450 or 2,200 or 550 and 1.1mm

5315(f)(1)

Publicly Held Shares

1,250,000

1,250,000

1,250,000

5315(e)(2)

The market value of publicly held shares and stockholders’ equity

$45mm

$110mm or $100mm and $110mm

$45mm

5315(f)(2)

NASDAQ Global Markets

Requirement

Income Standard

Equity Standard

Market Value Standard

Total Assets/ Total Revenue Standard

Listing Rules

5405(a) and 5405(b)(1)

5405(a) and 5405(b)(2)

5405(a) and 5405(b)(3)

5405(a) and 5405(b)(4)

Income from continuing operations before income taxes (in the latest fiscal year or in two of the last three fiscal years)

$1mm

-

-

-

Stockholders’ Equity

$15mm

$30mm

-

-

Market Value of Listed Securities

-

-

$75mm

-

Total Assets and Total Revenue (in the latest fiscal year or in two of the last three fiscal years)

-

-

-

$75mm and $75mm

Publicly Held Shares

1.1mm

1.1mm

1.1mm

1.1mm

Market Value of Publicly Held Shares

$8mm

$18mm

$20mm

$20mm

Bid Price

$4

$4

$4

$4

Shareholders (round lot holders)

400

400

400

400

Market Makers

3

3

4

4

Operating History

-

2 years

-

-

NASDAQ Capital Market

Requirements

Equity Standard

Market Value of Listed Securities Standard

Net Income Standard

Listing Rules

5505(a) and 5505(b)(1)

5505(a) and 5505(b)(2)

5505(a) and 5505(b)(3)

Stockholders’ Equity

$5mm

$4mm

$4mm

Market Value of Publicly Held Shares

$15mm

$15mm

$5mm

Operating History

2 years

-

-

Market Value of Listed Securities

-

$50mm

-

Net Income from Continuing Operations (in the latest fiscal year or in two of the last three fiscal years)

-

-

$750K

Publicly Held Shares

1mm

1mm

1mm

Shareholders (round lot holders)

300

300

300

Market Makers

3

3

3

Bid Price Or Closing Price

$4

$3

$4

$2

$4

$3

 

Conclusion

A firm has various ways to meet the listing requirements. It hinges on all the financial aspects of the firm. Suppose the firm does not clear all the minimum standards. It has to make up for it with larger amounts in other areas. This assists in improving the standard of firms listed on NASDAQ and the other financial markets. After a firm gets a listing on the financial markets, it must keep up with some standards to continue being traded on the exchange. Suppose the standards set by the financial markets are not adhered to. In that case, it will result in delisting shares from that particular exchange. Some of the major elements that lead to a delisting are the market capitalization and the minimum price of the shares. The precise reason for delisting a firm's shares hinges on that particular financial exchange.