Business Context and Reporting Period
This Form 8-K is a current report filed by Kohlberg Capital Corporation (noted as BCP Investment Corp in metadata) on November 11, 2011. The filing addresses a regulatory compliance issue regarding the company's listing status on the NASDAQ Stock Market.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on regulatory compliance and reporting deficiencies rather than operational financial performance.
Material Changes and Compliance Issues
- NASDAQ Non-Compliance: The company received notice from NASDAQ that it failed to satisfy Listing Rule 5250(c)(1).
- Cause of Non-Compliance: The Quarterly Report on Form 10-Q for the period ended September 30, 2011, was not reviewed by an independent registered public accounting firm as required by Statement of Auditing Standards No. 100. Additionally, the report lacked certifications required under Section 906 of the Sarbanes-Oxley Act.
- Missing Financial Information: The 10-Q did not include separate summarized financial information for the company's wholly-owned portfolio company, Katonah Debt Advisors, L.L.C. (KDA), and related affiliates.
- Ongoing Evaluation: The company is currently evaluating whether separate financial statements for KDA are required for the fiscal year ended December 31, 2010, and for quarterly periods in fiscal 2011. This evaluation involves complex consolidation tests under Accounting Standards Codification Topic 810.
Outlook, Risks, and Management Commentary
- Compliance Timeline: The company has 60 calendar days (until January 10, 2012) to submit a plan to regain compliance to NASDAQ.
- Extension Possibility: If a plan is accepted, NASDAQ may grant an exception of up to 180 calendar days (until May 7, 2012) to regain full compliance.
- Management Action: The company intends to either amend its September 30, 2011, 10-Q to include all required information or submit a compliance plan by the January 10, 2012 deadline.
- Risk of Delisting: Failure to regain compliance within the specified timelines could result in the delisting of the company's securities from the NASDAQ Stock Market.
Investor Verification Checklist
- Verify the status of the ongoing evaluation regarding the necessity of separate financial statements for Katonah Debt Advisors, L.L.C. (KDA).
- Monitor the company's submission of a compliance plan to NASDAQ by January 10, 2012.
- Check for an amended Form 10-Q for the quarter ended September 30, 2011, to ensure it includes the required KDA financial data and auditor review.
- Confirm whether the company successfully obtains an extension from NASDAQ if the initial 60-day period is insufficient.