Barnwell Industries Files 10-K/A Amendment

TL;DR

Barnwell Industries filed an amendment to its 2024 10-K. Check for updates.

AI Summary

Barnwell Industries, Inc. filed an amendment (10-K/A) to its annual report for the fiscal year ended September 30, 2024. The filing, dated January 27, 2025, provides updated information for the company, which is primarily involved in the crude petroleum and natural gas industry.

Why It Matters

This amendment to Barnwell Industries' annual report provides updated financial and operational information, which is crucial for investors and stakeholders to assess the company's performance and future outlook.

Risk Assessment

Risk Level: low — This filing is an amendment to an annual report and does not appear to contain significant new negative information.

Key Numbers

• 0930 2024 — Fiscal Year End (The period covered by the annual report.)
• 20250127 — Filing Date (The date the amendment was filed with the SEC.)

Key Players & Entities

• BARNWELL INDUSTRIES, INC. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• 1100 Alakea Street, Suite 500, Honolulu, Hawaii 96813 (address) — Principal executive offices
• September 30, 2024 (date) — Fiscal year end
• January 27, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $0.50 — nge on which registered Common Stock, $0.50 par value BRN NYSE American Securi
• $196,600 — he Company, effective April 1, 2024, is $196,600 which is the U.S. Dollar equivalent of
• $265,000 — which is the U.S. Dollar equivalent of C$265,000. His 2024 bonus will be paid in restric
• $100,000 — pany currently receive an annual fee of $100,000, half of which is paid by cash and half
• $50,000 — 19,084 restricted stock units valued at $50,000 to the independent directors of the Boa

Filing Documents

• ef20042311_10ka.htm (10-K/A) — 172KB
• ef20042311_ex31-1.htm (EX-31.1) — 5KB
• ef20042311_ex31-2.htm (EX-31.2) — 5KB
• 0001140361-25-001922.txt ( ) — 402KB
• brn-20240930.xsd (EX-101.SCH) — 4KB
• brn-20240930_lab.xml (EX-101.LAB) — 31KB
• brn-20240930_pre.xml (EX-101.PRE) — 23KB
• ef20042311_10ka_htm.xml (XML) — 7KB

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 1

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION 4

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

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 6

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE 7

PRINCIPAL ACCOUNTING FEES AND SERVICES

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES 7 PART IV 8

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

ITEM 1. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 8

SIGNATURES

SIGNATURES 9 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 Vice Chairman of the Board of Directors, Director 68 Joshua S. Horowitz 1, 3, 4A Director 47 Alexander C. Kinzler 2A Executive Chairman of the Board of Directors, Director Secretary, General Counsel 66 Laurance E. Narbut 2 Director 53 Douglas N. Woodrum 1A, 2, 3, 4 Director 67 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. Vice Chairman of the Board of the Company since April 1, 2024 and from May 11, 2021 to June 30, 2022. Chairman of the Board of the Company from January 21, 2023 to March 31, 2024 and from April 15, 2020 to May 10, 2021. 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 i

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, 2024 and September 30, 2023 to (1) Craig D. Hopkins, our Chief Executive Officer and President as of April 1, 2024 (2) Russell M. Gifford, our Executive Vice President, Chief Financial Officer and Treasurer, and who was our Secretary until March 31, 2024 and (3) Alexander C. Kinzler, our Secretary and General Counsel and who was our Chief Executive Officer, President and Chief Operating Officer until March 31, 2024. No Named Executive Officer was granted an option award or non-equity incentive plan compensation in fiscal year 2024 or 2023 or 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 ($) Bonus ($) Stock Awards ($) All Other Compensation ($) 4 Total ($) Craig D. Hopkins 5 Chief Executive Officer and President 2024 2023 180,075 140,923 35,270 57,853 157,800 6 - - - 373,145 198,776 Russell M. Gifford Executive Vice President, Chief Financial Officer and Treasurer 2024 2023 280,000 280,000 22,500 33,750 - - - - 302,500 313,750 Alexander C. Kinzler 7 Chief Executive Officer, President, Chief Operating Officer, Secretary and General Counsel 2024 2023 175,000 253,750 22,500 37,500 - - 11,361 37,059 208,861 328,309 Grants of Plan-Based Awards Name Grant Date Number of Units (#) Craig D. Hopkins May 16, 2024 60,000 4 This amount represents directors' fees and perquisites received with respect to medical insurance. 5 All ($) amounts with respect to Mr. Hopkins are the U.S. Dollar equivalent of compensation paid in Canadian Dollars. Mr. Hopkins became a Named Executive Officer as of April 1, 2024 when he was appointed as the Company's Chief Executive Officer and Pre

SECURITY OWNERSHIP OF

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth information as of January 8, 2025, 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 10 Percent Of Class Joseph E. Magaro 401 Riversville Road Greenwich, Connecticut 867,544 8.6% Ned L. Sherwood 4731 North Highway A1A, Suite 213 Vero Beach, Florida 3,006,033 11 29.9% Alexander C. Kinzler 1100 Alakea Street, Suite 500 Honolulu, Hawaii 999,500 12 9.7% Joshua S. Horowitz 1100 Alakea Street, Suite 500 Honolulu, Hawaii 339,143 13 3.3% Douglas N. Woodrum 1100 Alakea Street, Suite 500 Honolulu, Hawaii 216,230 12 2.1% Russell M. Gifford 1100 Alakea Street, Suite 500 Honolulu, Hawaii 160,000 12 1.5% Kenneth S. Grossman 1100 Alakea Street, Suite 500 Honolulu, Hawaii 162,595 12 1.6% Laurance E. Narbut 1100 Alakea Street, Suite 500 Honolulu, Hawaii 54,867 * Craig D. Hopkins 1100 Alakea Street, Suite 500 Honolulu, Hawaii 135,000 12 1.3% All directors and executive officers as a group (6 persons) 14 2,067,335 12 20.0% 10 A person is deemed to be the beneficial owner of securities that such person can acquire as of and within the 60 days following the date of this table upon the exercise of options. Each beneficial owner's percentage of ownership is determined by assuming that options or conversion rights that are held by such person (but not those held by any other person) and which are exercisable as of and within 60 days following the date of this table have been exercised. For purposes of the footnotes that follo

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