XML 48 R26.htm IDEA: XBRL DOCUMENT v3.24.4
STOCKHOLDERS' EQUITY
 12 Months Ended
Sep. 30, 2024
Equity [Abstract]  
STOCKHOLDERS' EQUITY STOCKHOLDERS' EQUITY
  
Share-based Payment Arrangements

2018 Equity Incentive Plan

The stockholder-approved 2018 Equity Incentive Plan is administered by the Compensation Committee of the Board of Directors and provides for the issuance of incentive stock options, nonstatutory stock options, stock options with stock appreciation rights, restricted stock, restricted stock units and performance units, qualified performance-based awards, and stock grants to employees, consultants and
non-employee members of the Board of Directors. 1,600,000 shares of Barnwell common stock have been reserved for issuance and as of September 30, 2024, a total of 925,188 share options remain available for grant.
 
Barnwell currently has a policy of issuing new shares to satisfy share option exercises when the optionee requests shares. 

Stock Options

In February 2021, the Board of Directors of the Company granted options to purchase 665,000 shares of common stock, 310,000 shares to independent directors and 355,000 shares to employees. 605,000 shares of the stock options granted have an exercise price equal to the closing market price of Barnwell’s stock on the date of grant of $3.33, vest annually over three years, and expire in ten years from the date of grant. 60,000 shares of the stock options granted have an exercise price of $3.66 (110% of the closing market price on the date of grant for options granted to affiliates), vest annually over three years, and expire in five years from the date of grant. Of the 665,000 shares of common stock granted, 100,000 vested stock options expired and 100,000 shares were forfeited, both of which were as a result of director departures since the date of grant.
 
The following assumptions were used in estimating the fair value for equity-classified stock options granted in the year ended September 30, 2021:
> 10% Owner-EmployeeOthers
Number of shares60,000605,000
Expected volatility127.4%105.8%
Expected dividendsNoneNone
Expected term (in years)3.56.0
Risk-free interest rate0.19%0.82%
Expected forfeituresNoneNone
Fair value per share$2.51$2.70

The application of alternative assumptions could produce significantly different estimates of the fair value of share-based compensation, and consequently, the related costs reported in the “General and administrative” expenses in the Consolidated Statements of Operations.
The following table summarizes Barnwell’s equity-classified stock options activity from October 1, 2023 through September 30, 2024:
OptionsSharesWeighted-
Average
Exercise Price		Weighted-
Average
Remaining
Contractual Term		Aggregate
Intrinsic Value
Outstanding at October 1, 2023465,000 $3.37   
Granted— —   
Exercised— —   
Expired/Forfeited— —   
Outstanding at September 30, 2024465,000 $3.37 5.7$— 
Exercisable at September 30, 2024465,000 $3.37 5.7$— 

Compensation cost for stock option awards is measured at the grant date based on the fair value of the award and is recognized as an expense over the requisite service period. During the years ended September 30, 2024 and 2023, the Company recognized share-based compensation expense related to stock options of $50,000 and $164,000, respectively. There was no impact on income taxes for the years ended September 30, 2024 and 2023 due to a full valuation allowance on the related deferred tax asset. There is no remaining unrecognized compensation cost related to stock options as of September 30, 2024.

Restricted Stock Units

On November 2, 2023, the Board of Directors of the Company granted a total of 76,336 restricted stock units to the independent directors of the Board as partial payment of director fees for their service as members of the Board. The restricted stock units vest ratably over a three-year period, subject to the director’s continued service through the applicable vesting dates; provided that, any unvested restricted stock would vest upon a director’s death, disability, a change in control of the Company resulting in the director not continuing as a director or the director not being renominated for election even though he was willing to stand for re-election.

On May 16, 2024, the Board of Directors of the Company granted 60,000 restricted stock units to the Company’s President and Chief Executive Officer. The restricted stock units vest ratably over a three-year period, subject to the employee’s continued service through the applicable vesting dates.
The following table summarizes Barnwell’s restricted stock units activity from October 1, 2023 through September 30, 2024:
Restricted Stock UnitsSharesWeighted-Average
Grant Date
Fair Value
Nonvested at October 1, 2023— $— 
Granted136,336 2.62 
Vested (1)
(25,444)2.62 
Forfeited— — 
Nonvested at September 30, 2024110,892 $2.63 
______________
 
(1)          The underlying common stock for these vested restricted stock units were not yet issued as of September 30, 2024; in October 2024, the Company issued 25,444 shares of common stock for these vested restricted stock units.
 
Compensation cost for restricted stock unit awards is measured at fair value and is recognized as an expense over the requisite service period. During the years ended September 30, 2024 and 2023, the Company recognized share-based compensation expense related to vested restricted stock units of $158,000 and $99,000, respectively. There was no impact on income taxes for the years ended September 30, 2024 and 2023 due to a net operating loss and net operating loss carryforwards with a full valuation allowance in the relevant taxing jurisdiction. As of September 30, 2024, the total remaining unrecognized compensation cost related to nonvested restricted stock units was $200,000, which is expected to be recognized over the weighted-average remaining requisite service period of 1.7 years.

Common Stock Issued for Services

In May 2023, the Company issued a total of 34,091 shares of Barnwell common stock to certain independent directors for their services on behalf of the Company and the Board of Directors pertaining to the negotiations of the Cooperation Agreement and the settlement of the potential proxy contest (see Note 19 for additional details). The total value of the shares issued was $90,000 which was valued using the closing price of Barnwell's common stock on May 11, 2023, the date of grant. There was no impact on income taxes for the year ended September 30, 2023 related to the common stock issued for services due to a net operating loss and net operating loss carryforwards with a full valuation allowance in the relevant taxing jurisdiction.

Cash Dividends

No dividends were declared or paid during the year ended September 30, 2024. The following table sets forth the cash dividends paid per share of common stock during the year ended September 30, 2023.
Record DateDate of PaymentDividend Paid
August 24, 2023September 11, 2023$0.015
May 25, 2023June 12, 2023$0.015
February 23, 2023March 13, 2023$0.015
December 27, 2022January 11, 2023$0.015