Business Context and Reporting Period
This Form 8-K filing by Barnwell Industries, Inc. (BRN) was submitted on January 13, 2020, regarding a notice received from the NYSE American. The report addresses the Company's compliance status with continued listing standards as of September 30, 2019.
Key Financial Metrics
- Stockholders' Equity: $1.2 million as of September 30, 2019.
- Profitability Status: The Company reported losses in fiscal years ended September 30, 2019, September 30, 2018, and September 30, 2016.
- Listing Requirements: Non-compliant with Section 1003(a)(i) (requires $2.0 million equity given losses in 2 of 3 years) and Section 1003(a)(ii) (requires $4.0 million equity given losses in 3 of 4 years).
Material Changes and Listing Status
The Company received a Deficiency Letter from the NYSE American stating it is not in compliance with stockholders' equity standards. Consequently, the Company's common stock will continue to trade under the symbol "BRN" but will carry an added designation of ".BC" to indicate non-compliance. The filing states that this notification does not affect business operations, SEC reporting requirements, or trigger defaults under material agreements.
Outlook, Risks, and Management Commentary
- Compliance Plan: The Company must submit a plan to the NYSE American by February 12, 2020, detailing actions to regain compliance by July 13, 2021.
- Delisting Risk: If the Company fails to submit a plan, the plan is rejected, or compliance is not achieved by the deadline, the NYSE American may commence delisting procedures.
- Management Action: The Company intends to submit the required plan by the February 12, 2020 deadline.
Investor Verification Checklist
- Verify the submission and acceptance of the compliance plan by the February 12, 2020 deadline.
- Monitor the stock ticker symbol for the ".BC" designation indicating non-compliance.
- Review future filings for progress toward the July 13, 2021 compliance deadline.
- Confirm that the non-compliance status has not triggered any covenant defaults in debt agreements despite management's assertion.