Barnwell Industries, Inc. Files Amendment No. 1 to 10-K for Fiscal Year Ended September 30, 2023

TL;DR

<b>Barnwell Industries, Inc. has filed an amendment to its 2023 10-K report, providing updated information for its fiscal year ending September 30, 2023.</b>

AI Summary

BARNWELL INDUSTRIES INC (BRN) filed a Amended Annual Report (10-K/A) with the SEC on January 26, 2024. Barnwell Industries, Inc. filed an amendment (10-K/A) to its annual report for the fiscal year ended September 30, 2023. The company is registered in Delaware with IRS Employer Identification No. 72-0496921. Its principal executive offices are located at 1100 Alakea Street, Suite 500, Honolulu, Hawaii, 96813. Barnwell Industries, Inc. is registered under the SIC code 1311 for Crude Petroleum & Natural Gas. The company's common stock, $0.50 par value, is traded under the symbol BRN on the NYSE American exchange.

Why It Matters

For investors and stakeholders tracking BARNWELL INDUSTRIES INC, this filing contains several important signals. This amendment indicates that Barnwell Industries, Inc. is not a well-known seasoned issuer and is classified as a smaller reporting company. The filing confirms that the company has filed all required reports for the preceding 12 months and has submitted all Interactive Data Files electronically.

Risk Assessment

Risk Level: low — BARNWELL INDUSTRIES INC shows low risk based on this filing. The risk is low as this is an amendment to a standard annual filing, indicating routine updates rather than significant new negative information.

Analyst Insight

Review the specific changes within the amendment to understand any material updates to Barnwell Industries' financial or operational status.

Key Numbers

• 2023-09-30 — Fiscal Year End Date (Fiscal year ended September 30, 2023)
• 2024-01-26 — Filing Date (Date the 10-K/A was filed)
• 1-5103 — Commission File Number (SEC Commission File Number for Barnwell Industries, Inc.)
• 72-0496921 — IRS Number (IRS Employer Identification No.)
• 0.50 — Par Value (Par value of the Common Stock)

Key Players & Entities

• BARNWELL INDUSTRIES INC (company) — Filer name
• BRN (company) — Trading symbol for Common Stock
• NYSE American (company) — Exchange where Common Stock is registered
• Delaware (company) — State of incorporation
• Honolulu (company) — City of principal executive offices
• 96813 (dollar_amount) — ZIP code of principal executive offices
• 1934 Act (regulator) — SEC Act under which the report is filed
• Rule 405 (regulator) — SEC rule referenced for definitions

FAQ

Industry Context

Barnwell Industries, Inc. operates in the Crude Petroleum & Natural Gas industry.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, specifically as an annual report amendment (10-K/A).

What Investors Should Do

1. Examine the specific amendments made in this 10-K/A filing.
2. Verify Barnwell Industries' classification as a smaller reporting company.
3. Confirm compliance with SEC filing requirements for the past 12 months.

Key Dates

• 2023-09-30: Fiscal Year End — End of the reporting period for the 10-K/A filing.
• 2024-01-26: Filing Date — Date the amendment (10-K/A) was officially filed with the SEC.

Year-Over-Year Comparison

This is an amendment (10-K/A) to the previous 10-K filing for the fiscal year ended September 30, 2023.

Key Financial Figures

• $0.50 — nge on which registered Common Stock, $0.50 par value BRN NYSE American Securi
• $500m — ee of Limbach Holdings (Nasdaq: LMB), a $500m mechanical engineering concern. Since D
• $100,000 — pany currently receive an annual fee of $100,000, half of which is paid by cash and half
• $40,000 — ctor fee of $100,000, which was paid in $40,000 cash and a stock grant of 22,728 shares
• $60,000 — ares of Barnwell common stock valued at $60,000. Additionally, Mr. Grossman received a
• $24,626 — 9,328 restricted stock units valued at $24,626 as partial payment of fiscal 2023 direc
• $50,0000 — ived a one-time special director fee of $50,0000, which was paid in $20,000 cash and a s
• $20,000 — ctor fee of $50,0000, which was paid in $20,000 cash and a stock grant of 11,363 shares
• $30,000 — ares of Barnwell common stock valued at $30,000. Additionally, Mr. Woodrum received a g

Filing Documents

• ef20019664_10ka.htm (10-K/A) — 179KB
• ef20019664_ex31-1.htm (EX-31.1) — 6KB
• ef20019664_ex31-2.htm (EX-31.2) — 5KB
• 0001140361-24-003942.txt (&nbsp;) — 411KB
• brn-20230930.xsd (EX-101.SCH) — 4KB
• brn-20230930_lab.xml (EX-101.LAB) — 32KB
• brn-20230930_pre.xml (EX-101.PRE) — 23KB
• ef20019664_10ka_htm.xml (XML) — 7KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 3 ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 6 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 7 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 7 PART IV 8 ITEM 1. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 8

SIGNATURES

SIGNATURES i Table of Contents PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The table below identifies our current officers and directors. Name Position Held with the Company Age Kenneth S. Grossman 1, 3A, 4 Director, Chairman of the Board of Directors 67 Joshua S. Horowitz 1, 3, 4A Director 46 Alexander C. Kinzler 2A Chief Executive Officer, President, Chief Operating Officer, General Counsel and Director 65 Laurance E. Narbut 2 Director 52 Douglas N. Woodrum 1A, 2, 3, 4 Director 66 1A Chair of the Audit Committee 1 Member of the Audit Committee 2A Chair of the Reserves Committee 2 Member of the Reserves Committee 3A Chair of the Compensation Committee 3 Member of the Compensation Committee 4A Chair of the Nominating Committee 4 Member of the Nominating Committee Business Experience Kenneth S. Grossman 1 – Director since 2020. Chairman of the Board of the Company since January 21, 2023 and from April 15, 2020 to May 10, 2021. Vice-Chairman of the Board of the Company from May 11, 2021 to June 30, 2022. Investor and attorney specializing in companies undergoing and/or emerging from restructuring or reorganization Senior Managing Director of Steppingstone Group, LLC. Mr. Grossman has been engaged as a professional investor and the management of capital as a buy-side principal since 1990. Mr. Grossman has served as an independent director of both private and public companies, and as a member of creditor, bank group and shareholder committees for other businesses and has extensive experience in advising investors as well as leading investors and partners with respect to distressed and other capital-challenged "special situation" companies. Mr. Grossman's experience includes a strong network of relationships and management roles involving large portfolios in this investment sector maintained by multi-strategy and arbitrage firms. Admitted to the New York Bar in 1982, Mr. Grossman practiced law with S

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION Summary Compensation Table The Summary Compensation Table below sets forth certain information regarding compensation paid during the fiscal years ended September 30, 2023 and September 30, 2022 to (1) Alexander C. Kinzler, our Chief Executive Officer, President, Chief Operating Officer and General Counsel, and (2) Russell M. Gifford, our Executive Vice President, Chief Financial Officer, Treasurer and Secretary. 3 Table of Contents No Named Executive Officer was granted a stock award in fiscal year 2023 or 2022, nor received above-market or preferential earnings on compensation that was deferred on a basis that was not tax-qualified. As a result, such columns have been omitted. Name and Principal Position Year Salary ($) Bonus ($) Option Awards ($) Non- Equity Incentive Plan Compensation ($) All Other Compen- sation ($) 3 Total ($) Alexander C. Kinzler Chief Executive Officer, President and General Counsel 2023 2022 253,750 280,000 37,500 - - - - 85,000 37,059 44,070 328,309 409,070 Russell M. Gifford Executive Vice President, Chief Financial Officer, Treasurer and Secretary 2023 2022 280,000 280,000 33,750 85,000 - - - - - - 313,750 365,000 Outstanding Equity Awards At Fiscal Year-End 2023 The following Outstanding Equity Awards At Fiscal Year-End 2023 table sets forth grants of stock options and grants of unvested stock awards outstanding on the last day of the fiscal year ended September 30, 2023 to each Named Executive Officer. No Named Executive Officer held unvested stock awards at fiscal year-end 2023. As a result, the relevant columns have been omitted. Option Awards Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable Option Exercise Price ($) Option Expiration Date Alexander C. Kinzler 40,000 shares of Common Stock 20,000 shares of Common Stock 4

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth information as of January 12, 2024, with respect to the beneficial ownership of the Common Stock, the sole voting security of the Company, by (i) each person known to the Company who beneficially owns more than 5% of the Common Stock, (ii) each director and nominee of the Company, (iii) the Named Executive Officers, and (iv) all directors and executive officers of the Company as a group. Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership 13 Percent Of Class Joseph E. Magaro 401 Riversville Road Greenwich, Connecticut 867,544 8.7% Ned L. Sherwood 4731 North Highway A1A, Suite 213 Vero Beach, Florida 2,767,454 14 27.7% Alexander C. Kinzler 1100 Alakea Street, Suite 500 Honolulu, Hawaii 999,500 15 9.8% Joshua S. Horowitz 1100 Alakea Street, Suite 500 Honolulu, Hawaii 264,845 16 2.6% Douglas N. Woodrum 1100 Alakea Street, Suite 500 Honolulu, Hawaii 170,691 15 1.7% Russell M. Gifford 1100 Alakea Street, Suite 500 Honolulu, Hawaii 160,000 15 1.6% Kenneth S. Grossman 1100 Alakea Street, Suite 500 Honolulu, H

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View this 10-K/A filing on SEC EDGAR