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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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72-0496921
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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1100 Alakea Street, Suite 500, Honolulu, Hawaii
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96813
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(Address of principal executive offices)
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(Zip code)
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Title of each class
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Trading Symbols(s)
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Name of each exchange on which registered
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Common Stock, $0.50 par value
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BRN
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NYSE American
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
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Emerging growth company ☐
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PART III
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ITEM 10.
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3
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ITEM 11.
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6
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ITEM 12.
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10
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ITEM 13.
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11
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ITEM 14.
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11
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PART IV
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ITEM 15.
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12
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ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
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Name
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Position Held with the Company
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Age
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Kenneth S. Grossman 1, 3A, 4
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Director, Chairman of the Board of Directors
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67
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Francis J. Kelly
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Director
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59
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Alexander C. Kinzler 2
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Chief Executive Officer, President, Chief Operating Officer,
General Counsel and Director
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64
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Philip J. McPherson 1, 2A
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Director
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48
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Peter J. O’Malley 2
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Director
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56
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Bradley M. Tirpak
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Director
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53
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Douglas N. Woodrum 1A, 3, 4A
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Director
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65
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1A Chair of the Audit Committee
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1 Member of the Audit Committee
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2A Chair of the Reserves Committee
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2 Member of the Reserves Committee
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3A Chair of the Compensation Committee
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3 Member of the Compensation Committee
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4A Chair of the Nominating Committee
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4 Member of the Nominating Committee
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1
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This director is independent as defined in Section 803(A) of the NYSE American listing standards.
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2
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This director is independent as defined in Section 803(A) of the NYSE American listing standards.
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Name
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Age
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Position with the Company
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Alexander C. Kinzler
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64
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Chief Executive Officer since December 2016. President and Chief Operating Officer since December 2002 and General Counsel since December 2001. Director of the Company since December 1999.
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Russell M. Gifford
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68
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Secretary since December 2002, Executive Vice President since December 1997, Treasurer since November 1986 and Chief Financial Officer since August 1985. President of Water Resources International, Inc., a
wholly-owned subsidiary of the Company, since December 1999.
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ITEM 11. |
EXECUTIVE COMPENSATION
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Name and Principal
Position
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Year
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Salary
($)
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Bonus
($)
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Option
Awards
($)
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Non-
Equity
Incentive
Plan
Compen-
sation ($)
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All Other
Compen-
sation ($)
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Total ($)
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Alexander C. Kinzler
Chief Executive
Officer, President and
General Counsel
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2022
2021
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280,000
245,000
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-
-
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-
151,080
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85,000
60,000
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44,0703
32,811
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409,070
488,891
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Russell M. Gifford
Executive Vice
President, Chief
Financial Officer,
Treasurer and Secretary
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2022
2021
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280,000
245,000
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85,000
60,000
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-
161,765
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-
-
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-
-
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365,000
466,765
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Option Awards
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Name
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Number of
Securities
Underlying
Unexercised
Options
(#) Exercisable
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Number of Securities
Underlying Unexercised
Options
(#) Unexercisable
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Option
Exercise
Price ($)
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Option
Expiration
Date
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Alexander C. Kinzler
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20,000 shares of
Common Stock
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40,000 shares of
Common Stock4
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3.66
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02/2026
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Russell M. Gifford
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20,000 shares of
Common Stock
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40,000 shares of
Common Stock4
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3.33
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02/2031
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3
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This amount represents perquisites received with respect to: (1) medical insurance and (2) directors’ fees.
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4
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Subject to the conditions set forth in the option, 33 1/3% of the option shall become vested and exercisable on each of the first 3 anniversaries of the grant date
of February 9, 2021.
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Name
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Fees Earned or Paid
in Cash ($)
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All Other Compensation ($)
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Total ($)
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Kenneth S. Grossman
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68,500
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11,2505
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79,500
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Francis J. Kelly6
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24,000
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-
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24,000
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Philip J. McPherson7
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57,750
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15,0005
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72,750
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Colin R. O’Farrell8
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22,000
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-
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22,000
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Peter J. O’Malley9
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80,500
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15,0005
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95,500
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Bradley M. Tirpak
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34,500
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-
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34,500
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Douglas N. Woodrum10
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34,500
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-
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34,500
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5
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This amount represents fees for services provided as a trustee of the Company’s pension plan.
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6
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During fiscal year 2022, Mr. Kelly served on the following committees: Audit (member), Compensation (member), Nominating (Chair).
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7 |
During fiscal year 2022, Mr. McPherson served on the following committees: Audit (Chair), Reserves (Chair), Compensation (member), Nominating (member).
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8 |
Mr. O’Farrell resigned from the Board of Directors in March 2022.
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9 |
During fiscal year 2022, Mr. O’Malley served as the Chairman of the Board and also served on the following committees: Audit (member), Reserves
(member), Compensation (Chair), Nominating (member).
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10 |
During fiscal year 2022, Mr. Woodrum served on the following committee: Audit (member).
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ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
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Name and Address of Beneficial Owner
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Amount and Nature of
Beneficial Ownership1
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Percent
Of Class
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Joseph E. Magaro
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401 Riversville Road
Greenwich, Connecticut
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867,544
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8.7%
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Ned L. Sherwood
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4731 North Highway A1A
Suite 213
Vero Beach, Florida
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1,955,1942
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19.6%
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Alexander C. Kinzler
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1100 Alakea Street, Suite 500
Honolulu, Hawaii
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969,5003
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9.5%
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Russell M. Gifford
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1100 Alakea Street, Suite 500
Honolulu, Hawaii
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140,0003
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1.4%
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Kenneth S. Grossman
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1100 Alakea Street, Suite 500
Honolulu, Hawaii
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65,0003
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*
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Francis J. Kelly
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1100 Alakea Street, Suite 500
Honolulu, Hawaii
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0
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*
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Philip J. McPherson
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1100 Alakea Street, Suite 500
Honolulu, Hawaii
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33,3323
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*
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Peter J. O’Malley
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1100 Alakea Street, Suite 500
Honolulu, Hawaii
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45,4723
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*
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Bradley M. Tirpak
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1100 Alakea Street, Suite 500
Honolulu, Hawaii
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67,4593
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*
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Douglas N. Woodrum
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1100 Alakea Street, Suite 500
Honolulu, Hawaii
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133,3323
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1.3%
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All directors and executive
officers as a group (8 persons)
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1,454,0953
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14.2%
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1
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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 follow, “currently exercisable” means options that are exercisable as of and within 60 days following the date of this table. Except as indicated in the footnotes that
follow, shares listed in the table are held with sole voting and investment power.
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2
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Represents shares held as of September 13, 2022 as reported on Form 4 filed by Ned L. Sherwood. According to such filing, Mr. Sherwood may be deemed to beneficially own 1,955,194 shares of Common Stock
of the Company, which includes (i) 1,717,156 shares of Common Stock of the Company held by MRMP Managers LLC, of which Mr. Sherwood is the chief investment officer, and (ii) 238,038 shares of Common Stock of the Company held by Ned L.
Sherwood Revocable Trust, of which Mr. Sherwood is the beneficiary and trustee.
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3
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Includes shares underlying options that are exercisable: (i) 40,000, for Mr. Kinzler; 40,000, for Mr. Gifford; 40,000, for Mr. Grossman; 33,332, for Mr. McPherson; 33,332, for Mr. O’Malley; 33,332, for
Mr. Tirpak; 33,332, for Mr. Woodrum.
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*
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Represents less than 1% of the outstanding shares of Common Stock of the Company.
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ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
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ITEM 14. |
PRINCIPAL ACCOUNTING FEES AND SERVICES
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ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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(a)
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The following documents are filed as part of this report:
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(1)
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Exhibits. The exhibits listed in the Index to Exhibits of the Original Filing, which was filed with the SEC on December 29, 2022, and the exhibits listed in the Index to Exhibits of this Amendment are
filed with, or incorporated by reference in this report.
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BARNWELL INDUSTRIES, INC.
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Dated: January 26, 2023
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By:
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/s/ Alexander C. Kinzler
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Alexander C. Kinzler
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President, Chief Executive Officer,
Chief Operating Officer, General
Counsel and Director
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Dated: January 26, 2023
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By:
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/s/ Russell M. Gifford
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Russell M. Gifford
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Executive Vice President, Chief
Financial Officer, Treasurer,
Secretary
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By:
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Peter J. O'Malley
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Director
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Dated: January 26, 2023
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By:
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/s/ Kenneth S. Grossman
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Kenneth S. Grossman
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Director
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Dated: January 26, 2023
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By:
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/s/ Philip J. McPherson
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Philip J. McPherson
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Director
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By:
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Francis J. Kelly
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Director
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Dated: January 26, 2023
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By:
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/s/ Bradley M. Tirpak
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Bradley M. Tirpak
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Director
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Dated: January 26, 2023
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By:
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/s/ Douglas N. Woodrum
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Douglas N. Woodrum
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Director
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Exhibit No.
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Description of Exhibit
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Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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1. |
I have reviewed this annual report on Form 10-K/A (Amendment No. 1) of Barnwell Industries, Inc.; and
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report.
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Date: January 26, 2023
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/s/ Alexander C. Kinzler
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Alexander C. Kinzler
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President, Chief Executive Officer,
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Chief Operating Officer, General Counsel and Director
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1. |
I have reviewed this annual report on Form 10-K/A (Amendment No. 1) of Barnwell Industries, Inc.; and
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2. |
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report.
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Date: January 26, 2023
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/s/ Russell M. Gifford
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Russell M. Gifford
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Executive Vice President,
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Chief Financial Officer
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