SEC Comment Letter for BARNWELL INDUSTRIES INC (BRN) (CIK 0000010048) (BRN) — Apr 20, 2015
BARNWELL INDUSTRIES INC (BRN) (CIK 0000010048)
Date: April 20, 2015 · CIK: 0000010048 · Accession: 0000000000-15-022010
AI Filing Summary & Sentiment
Reasoning
Letter
April 20 , 2015 Via E -mail Russell M. Gifford Executive Vice President and Chief Financial Officer Barnwell Industries, Inc. 1100 Alakea Street, Suite 2900 Honolulu, Hawaii 96813 -2833
Re: Barnwell Industries, Inc. Form 10 -K for Fiscal Year Ended September 30, 2014 Filed December 18, 2014 Definitive Proxy Statement on Schedule 14A Filed January 15, 2015 File No. 001 -05103
Dear Mr. Gifford :
We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10 -K for Fiscal Year Ended September 30, 2014
Contingencies, page 50
1. Provide a more fulsome explanation of the environmental remediation costs. Among other things, explain when and why these costs were incurred. Address what kind of notice you received on this matter and from what regulatory agency.
Exhibits, page 100
2. We note your disclosure at pages 46 -47 that you have in place a credit facility with Royal Bank of Canada and a non -revolving real estate loan agreement with a Hawaii ba nk. Please refer to Item 601(b)(10)(i) and file such agreements as exhibits to your filing.
Russell M. Gifford Barnwell Industries, Inc. April 20 , 2015 Page 2
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures t hey have made.
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securit ies laws of the United States.
You may contact Joseph Klinko , Staff Accountant, at (202) 551 -3824 or Lily Dang, Staff Accountant, at (202) 551 -3867 if you have questions regarding comments on the financial statements and related matters. Please contact A nuja A. Majmudar, Attorney -Advisor, at (202) 551-3844 or me at (202) 551 -3745 with any other questions.
Sincerely,
/s/H. Roger Schwall
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April 20 , 2015 Via E -mail Russell M. Gifford Executive Vice President and Chief Financial Officer Barnwell Industries, Inc. 1100 Alakea Street, Suite 2900 Honolulu, Hawaii 96813 -2833 Re: Barnwell Industries, Inc. Form 10 -K for Fiscal Year Ended September 30, 2014 Filed December 18, 2014 Definitive Proxy Statement on Schedule 14A Filed January 15, 2015 File No. 001 -05103 Dear Mr. Gifford : We have reviewed your filing an d have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten busine ss days by providing the requested information or advis e us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances , please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10 -K for Fiscal Year Ended September 30, 2014 Contingencies, page 50 1. Provide a more fulsome explanation of the environmental remediation costs. Among other things, explain when and why these costs were incurred. Address what kind of notice you received on this matter and from what regulatory agency. Exhibits, page 100 2. We note your disclosure at pages 46 -47 that you have in place a credit facility with Royal Bank of Canada and a non -revolving real estate loan agreement with a Hawaii ba nk. Please refer to Item 601(b)(10)(i) and file such agreements as exhibits to your filing. Russell M. Gifford Barnwell Industries, Inc. April 20 , 2015 Page 2 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures t hey have made. In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securit ies laws of the United States. You may contact Joseph Klinko , Staff Accountant, at (202) 551 -3824 or Lily Dang, Staff Accountant, at (202) 551 -3867 if you have questions regarding comments on the financial statements and related matters. Please contact A nuja A. Majmudar, Attorney -Advisor, at (202) 551-3844 or me at (202) 551 -3745 with any other questions. Sincerely, /s/H. Roger Schwall H. Roger Schwall Assistant Director