Business Context and Reporting Period
This Form 8-K filing by Barnwell Industries, Inc. (NYSE American: BRN) is dated July 13, 2021. The report addresses the conclusion of a compliance plan period regarding the Company's continued listing on the NYSE American.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, or debt figures for the current period. However, it references the following equity metrics:
- Historical Stockholders' Equity: $1.2 million as of September 30, 2019.
- Compliance Threshold: $4.0 million required under NYSE American rules for issuers with net losses in three of the last four fiscal years.
- Projected Pro Forma Equity: Projected to be above $4.0 million as of July 13, 2021 (unaudited).
Material Changes
The primary material change is the Company's projected restoration of compliance with NYSE American listing standards. Previously, the Company was at risk of delisting due to insufficient stockholders' equity and a history of net losses. The Company has taken specific actions during the Plan Period (April 2, 2020, to July 13, 2021) to increase equity, including:
- Initiating an at-the-market offering program on March 16, 2021, to sell common stock.
- Terminating the Executive Retiree Medical Plan effective June 4, 2021, which covered long-serving officers and their dependents.
Outlook, Risks, and Management Commentary
Management believes the Company has regained compliance with Section 1003(a)(i) and Section 1003(a)(ii) of the NYSE American Company Guide as of the end of the Plan Period. The Company notes that final determination of compliance is subject to review by the NYSE American. The risk of delisting, which existed since January 2020, is expected to be resolved pending the exchange's review.
Investor Verification Checklist
- Confirm the NYSE American's official acceptance of the Company's compliance status.
- Review the attached press release (Exhibit 99.1) for additional details on the at-the-market offering proceeds.
- Verify the impact of the terminated Executive Retiree Medical Plan on future operating expenses and liabilities.
- Monitor subsequent filings for the Company's audited financial statements to confirm the pro forma equity figures.