BARNWELL INDUSTRIES INC 10-Q

ITEM 1. FINANCIAL STATEMENTS BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) June 30, 2021 September 30, 2020 ASSETS Current assets: Cash and cash equivalents $ 9,500,000 $ 4,584,000 Accounts and other receivables, net of allowance for doubtful accounts of: $ 398,000 at June 30, 2021; $ 341,000 at September 30, 2020 1,988,000 2,176,000 Income taxes receivable 59,000 472,000 Asset held for sale 699,000 699,000 Deferred offering costs 294,000 — Other current assets 2,305,000 1,556,000 Total current assets 14,845,000 9,487,000 Asset for retirement benefits 987,000 771,000 Investments — 901,000 Operating lease right-of-use assets 173,000 249,000 Property and equipment 79,412,000 73,431,000 Accumulated depletion, impairment, depreciation, and amortization ( 75,595,000 ) ( 69,657,000 ) Property and equipment, net 3,817,000 3,774,000 Total assets $ 19,822,000 $ 15,182,000 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 2,451,000 $ 2,104,000 Accrued capital expenditures 562,000 542,000 Accrued compensation 904,000 408,000 Accrued operating and other expenses 1,333,000 1,325,000 Current portion of operating lease liabilities 80,000 111,000 Current portion of asset retirement obligation 965,000 647,000 Other current liabilities 215,000 1,227,000 Total current liabilities 6,510,000 6,364,000 Long-term debt 48,000 58,000 Operating lease liabilities 96,000 143,000 Liability for retirement benefits 2,038,000 4,829,000 Asset retirement obligation 5,966,000 5,547,000 Deferred income tax liabilities 359,000 194,000 Total liabilities 15,017,000 17,135,000 Commitments and contingencies Equity: Common stock, par value $ 0.50 per share; authorized, 20,000,000 shares: 9,031,606 issued at June 30, 2021; 8,445,060 issued at September 30, 2020 4,516,000 4,223,000 Additional paid-in capital 3,023,000 1,350,000 Retained earnings (accumulated deficit) 809,000 ( 3,897,000 ) Accumulated other comprehensive loss, net ( 1,195,000 ) ( 1,435,000 ) Treasury stock, at cost: 167,900 shares at June 30, 2021 and September 30, 2020 ( 2,286,000 ) ( 2,286,000 ) Total stockholders’ equity (deficit) 4,867,000 ( 2,045,000 ) Non-controlling interests ( 62,000 ) 92,000 Total equity (deficit) 4,805,000 ( 1,953,000 ) Total liabilities and equity $ 19,822,000 $ 15,182,000 See Notes to Condensed Consolidated Financial Statements 3 BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three months ended June 30, Nine months ended June 30, 2021 2020 2021 2020 Revenues: Oil and natural gas $ 2,887,000 $ 830,000 $ 7,326,000 $ 4,881,000 Contract drilling 889,000 3,040,000 4,220,000 8,279,000 Sale of interest in leasehold land 1,253,000 — 1,738,000 — Gas processing and other 85,000 114,000 215,000 256,000 5,114,000 3,984,000 13,499,000 13,416,000 Costs and expenses: Oil and natural gas operating 1,717,000 981,000 4,911,000 3,479,000 Contract drilling operating 1,026,000 1,967,000 3,599,000 5,552,000 General and administrative 2,227,000 1,248,000 5,340,000 4,775,000 Depletion, depreciation, and amortization 235,000 478,000 738,000 1,870,000 Impairment of assets — 2,689,000 630,000 4,326,000 Interest expense 2,000 1,000 6,000 1,000 Gain on debt extinguishment ( 149,000 ) — ( 149,000 ) — Gain on termination of post-retirement medical plan ( 2,341,000 ) — ( 2,341,000 ) — Gain on sale of asset — — — ( 1,336,000 ) 2,717,000 7,364,000 12,734,000 18,667,000 Earnings (loss) before equity in income (loss) of affiliates and income taxes 2,397,000 ( 3,380,000 ) 765,000 ( 5,251,000 ) Equity in income (loss) of affiliates 3,348,000 ( 111,000 ) 5,026,000 ( 179,000 ) Earnings (loss) before income taxes 5,745,000 ( 3,491,000 ) 5,791,000 ( 5,430,000 ) Income tax provision (benefit) 191,000 ( 24,000 ) 288,000 ( 26,000 ) Net earnings (loss) 5,554,000 ( 3,467,000 ) 5,503,000 ( 5,404,000 ) Less: Net earnings (loss) attributable to non-controlling interests 576,000 ( 11,000 ) 797,000 ( 20,000 ) Net earnings (loss) attributable to Barnwell Industries, Inc. $ 4,978,000 $ ( 3,456,000 ) $ 4,706,000 $ ( 5,384,000 ) Basic and diluted net earnings (loss) per common share attributable to Barnwell Industries, Inc. stockholders $ 0.59 $ ( 0.42 ) $ 0.57 $ ( 0.65 ) Weighted-average number of common shares outstanding: Basic and diluted 8,398,001 8,277,160 8,317,440 8,277,160 See Notes to Condensed Consolidated Financial Statements 4 BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) Three months ended June 30, Nine months ended June 30, 2021 2020 2021 2020 Net earnings (loss) $ 5,554,000 $ ( 3,467,000 ) $ 5,503,000 $ ( 5,404,000 ) Other comprehensive income (loss): Foreign currency translation adjustments, net of taxes of $ 0 ( 74,000 ) ( 125,000 ) ( 393,000 ) ( 36,000 ) Retirement plans: Amortization of accumulated other comprehensive loss into net periodic benefit cost, net of taxes of $ 0 26,000 20,000 92,000 100,000 Net actuarial gains arising during the period, net of taxes of $ 0 — — — 880,000 Curtailment gain, net of taxes of $ 0 — — — 1,699,000 Gain on termination of post-retirement medical plan, net of taxes of $ 0 541,000 — 541,000 — Total other comprehensive income (loss) 493,000 ( 105,000 ) 240,000 2,643,000 Total comprehensive income (loss) 6,047,000 ( 3,572,000 ) 5,743,000 ( 2,761,000 ) Less: Comprehensive (income) loss attributable to non-controlling interests ( 576,000 ) 11,000 ( 797,000 ) 20,000 Comprehensive income (loss) attributable to Barnwell Industries, Inc. $ 5,471,000 $ ( 3,561,000 ) $ 4,946,000 $ ( 2,741,000 ) See Notes to Condensed Consolidated Financial Statements 5 BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) Three months ended June 30, 2021 and 2020 (Unaudited) Shares Outstanding Common Stock Additional Paid-In Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Loss Treasury Stock Non-controlling Interests Total Equity (Deficit) Balance at March 31, 2020 8,277,160 $ 4,223,000 $ 1,350,000 $ ( 1,069,000 ) $ ( 169,000 ) $ ( 2,286,000 ) $ 91,000 $ 2,140,000 Net loss — — — ( 3,456,000 ) — — ( 11,000 ) ( 3,467,000 ) Foreign currency translation adjustments, net of taxes of $ 0 — — — — ( 125,000 ) — — ( 125,000 ) Retirement plans: Amortization of accumulated other comprehensive loss into net periodic benefit cost, net of taxes of $ 0 — — — — 20,000 — — 20,000 Balance at June 30, 2020 8,277,160 $ 4,223,000 $ 1,350,000 $ ( 4,525,000 ) $ ( 274,000 ) $ ( 2,286,000 ) $ 80,000 $ ( 1,432,000 ) Balance at March 31, 2021 8,277,160 $ 4,223,000 $ 1,501,000 $ ( 4,169,000 ) $ ( 1,688,000 ) $ ( 2,286,000 ) $ 4,000 $ ( 2,415,000 ) Net earnings — — — 4,978,000 — — 576,000 5,554,000 Foreign currency translation adjustments, net of taxes of $ 0 — — — — ( 74,000 ) — — ( 74,000 ) Distributions to non-controlling interests — — — — — — ( 642,000 ) ( 642,000 ) Share-based compensation — — 238,000 — — — — 238,000 Issuance of common stock, net of costs 586,546 293,000 1,284,000 — — — — 1,577,000 Retirement plans: Amortization of accumulated other comprehensive loss into net periodic benefit cost, net of taxes of $ 0 — — — — 26,000 — — 26,000 Gain on termination of post-retirement medical plan, net of taxes of $ 0 — — — — 541,000 — — 541,000 Balance at June 30, 2021 8,863,706 $ 4,516,000 $ 3,023,000 $ 809,000 $ ( 1,195,000 ) $ ( 2,286,000 ) $ ( 62,000 ) $ 4,805,000 See Notes to Condensed Consolidated Financial Statements 6 BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) Nine months ended June 30, 2021 and 2020 (Unaudited) Shares Outstanding Common Stock Additional Paid-In Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Loss Treasury Stock Non-controlling Interests Total Equity (Deficit) Balance at September 30, 2019 8,277,160 $ 4,223,000 $ 1,350,000 $ 859,000 $ ( 2,917,000 ) $ ( 2,286,000 ) $ 100,000 $ 1,329,000 Net loss — — — ( 5,384,000 ) — — ( 20,000 ) ( 5,404,000 ) Foreign currency translation adjustments, net of taxes of $ 0 — — — — ( 36,000 ) — — ( 36,000 ) Retirement plans: Amortization of accumulated other comprehensive loss into net periodic benefit cost, net of taxes of $ 0 — — — — 100,000 — — 100,000 Net actuarial gains arising during the period, net of taxes of $ 0 — — — — 880,000 — — 880,000 Curtailment gain, net of taxes of $ 0 — — — — 1,699,000 — — 1,699,000 Balance at June 30, 2020 8,277,160 $ 4,223,000 $ 1,350,000 $ ( 4,525,000 ) $ ( 274,000 ) $ ( 2,286,000 ) $ 80,000 $ ( 1,432,000 ) Balance at September 30, 2020 8,277,160 $ 4,223,000 $ 1,350,000 $ ( 3,897,000 ) $ ( 1,435,000 ) $ ( 2,286,000 ) $ 92,000 $ ( 1,953,000 ) Net earnings — — — 4,706,000 — — 797,000 5,503,000 Foreign currency translation adjustments, net of taxes of $ 0 — — — — ( 393,000 ) — — ( 393,000 ) Distributions to non-controlling interests — — — — — — ( 951,000 ) ( 951,000 ) Share-based compensation — — 389,000 — — — — 389,000 Issuance of common stock, net of costs 586,546 293,000 1,284,000 — — — — 1,577,000 Retirement plans: Amortization of accumulated other comprehensive loss into net periodic benefit cost, net of taxes of $ 0 — — — — 92,000 — — 92,000 Gain on termination of post-retirement medical plan, net of taxes of $ 0 — — — — 541,000 — — 541,000 Balance at June 30, 2021 8,863,706 $ 4,516,000 $ 3,023,000 $ 809,000 $ ( 1,195,000 ) $ ( 2,286,000 ) $ ( 62,000 ) $ 4,805,000 See Notes to Condensed Consolidated Financial Statements 7 BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine months ended June 30, 2021 2020 Cash flows from operating activities: Net earnings (loss) $ 5,503,000 $ ( 5,404,000 ) Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Equity in (income) loss of affiliates ( 5,026,000 ) 179,000 Depletion, depreciation, and amortization 738,000 1,870,000 Gain on sale of asset — ( 1,336,000 ) Impairment of assets 630,000 4,326,000 Sale of interest in leasehold land, net of fees paid ( 1,526,000 ) — Distributions of income from equity investees 4,278,000 — Retirement benefits income ( 38,000 ) ( 18,000 ) Non-cash rent (income) expense ( 3,000 ) 48,000 Accretion of asset retirement obligation 432,000 415,000 Deferred income tax expense (benefit) 165,000 ( 7,000 ) Asset retirement obligation payments ( 316,000 ) ( 457,000 ) Share-based compensation expense 389,000 — Retirement plan contributions and payments ( 5,000 ) ( 6,000 ) Bad debt expense 33,000 280,000 Gain on debt extinguishment ( 149,000 ) — Gain on termination of post-retirement medical plan ( 2,341,000 ) — (Decrease) increase from changes in current assets and liabilities ( 659,000 ) 582,000 Net cash provided by operating activities 2,105,000 472,000 Cash flows from investing activities: Proceeds from sale of interest in leasehold land, net of fees paid 1,526,000 — Distribution from equity investees in excess of earnings 1,649,000 — Proceeds from the sale of asset — 1,100,000 Proceeds from the sale of oil and natural gas assets 60,000 608,000 Payments to acquire oil and natural gas properties ( 348,000 ) — Capital expenditures - oil and natural gas ( 904,000 ) ( 2,509,000 ) Capital expenditures - all other ( 28,000 ) ( 315,000 ) Net cash provided by (used in) investing activities 1,955,000 ( 1,116,000 ) Cash flows from financing activities: Borrowings on long-term debt 47,000 147,000 Distributions to non-controlling interests ( 951,000 ) — Proceeds from issuance of stock, net of costs 1,736,000 — Net cash provided by financing activities 832,000 147,000 Effect of exchange rate changes on cash and cash equivalents 24,000 ( 10,000 ) Net increase (decrease) in cash and cash equivalents 4,916,000 ( 507,000 ) Cash and cash equivalents at beginning of period 4,584,000 4,613,000 Cash and cash equivalents at end of period $ 9,500,000 $ 4,106,000 See Notes to Condensed Consolidated Financial Statements 8 BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The condensed consolidated financial statements include the accounts of Barnwell Industries, Inc. and all majority-owned subsidiaries (collectively referred to herein as “Barnwell,” “we,” “our,” “us,” or the “Company”), including a 77.6 %-owned land investment general partnership (Kaupulehu Developments), a 75 %-owned land investment partnership (KD Kona 2013 LLLP), and a variable interest entity (Teton Barnwell Fund I, LLC) for which the Company is deemed to be the primary beneficiary. All significant intercompany accounts and transactions have been eliminated. Undivided interests in oil and natural gas exploration and production joint ventures are consolidated on a proportionate basis. Barnwell’s investments in both unconsolidated entities in which a significant, but less than controlling, interest is held and in variable interest entities in which the Company is not deemed to be the primary beneficiary are accounted for by the equity method. Unless otherwise indicated, all references to “dollars” in this Form 10-Q are to U.S. dollars. Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements and notes have been prepared by Barnwell in accordance with the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. These condensed consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and notes thereto included in Barnwell’s September 30, 2020 Annual Report on Form 10-K, as amended by our Form 10-K/A Amendment No. 1. The Condensed Consolidated Balance Sheet as of September 30, 2020 has been derived from audited consolidated financial statements. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at June 30, 2021, results of operations, comprehensive income (loss), and equity (deficit) for the three and nine months ended June 30, 2021 and 2020, and cash flows for the nine months ended June 30, 2021 and 2020, have been made. The results of operations for the period ended June 30, 2021 are not necessarily indicative of the operating results for the full year. Use of Estimates in the Preparation of Condensed Consolidated Financial Statements The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management of Barnwell to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ significantly from those estimates. Significant assumptions are required in the 9 valuation of deferred tax assets, asset retirement obligations, share-based payment arrangements, obligations for retirement plans, contract drilling estimated costs to complete, proved oil and natural gas reserves, and the carrying value of other assets, and such assumptions may impact the amount at which such items are recorded. Significant Accounting Policies Other than as set forth below, there have been no changes to Barnwell's significant accounting policies as described in the Notes to Consolidated Financial Statements included in Item 8 of the Company's most recently filed Annual Report on Form 10-K, as amended by our Form 10-K/A Amendment No. 1. Share-based Compensation Share-based compensation cost is measured at fair value. Barnwell utilizes a closed-form valuation model to determine the fair value of each option award. Expected volatilities are based on the historical volatility of Barnwell’s stock over a period consistent with that of the expected terms of the options. The expected terms of the options represent expectations of future employee exercise and are estimated based on factors such as vesting periods, contractual expiration dates, historical trends in Barnwell’s stock price, and historical exercise behavior. If the Company does not have sufficient historical data regarding employee exercise behavior, the “simplified method” as permitted by the SEC’s Staff Accounting Bulletin No. 110, Share-Based Payment is utilized to estimate the expected terms of the options. The risk-free rates for periods within the contractual life of the options are based on the yields of U.S. Treasury instruments with terms comparable to the estimated option terms. Expected dividends are based on current and historical dividend payments. The Company's policy is to recognize forfeitures as they occur. Deferred Offering Costs The Company will incur certain incremental costs directly associated with its at-the-market offering program (“ATM”) in which the Company can sell, from time to time, shares of its common stock (see Note 15). These costs typically include fees paid to underwriters, attorneys, accountants, and other third parties. The offering costs incurred by the Company are currently capitalized as current assets and are recorded as “Deferred offering costs” on the Company’s Condensed Consolidated Balance Sheet. Deferred costs associated with the ATM offering will be amortized to additional paid-in capital on a pro-rata basis as the Company raises funds under the ATM offering, based on the total estimated proceeds necessary for the ATM offering to be deemed successful with any remaining deferred offering costs charged to the results of operations at the end of the life of the related registration statement. Variable Interest Entities The consolidation of a variable interest entity (“VIE”) is required when an enterprise has a controlling financial interest and is therefore the VIE’s primary beneficiary. A controlling financial interest will have both of the following characteristics: (a) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The determination of whether an entity is a VIE and, if so, whether the Company is the primary beneficiary, may require significant judgment. 10 Barnwell analyzes its entities in which it has a variable interest to determine whether the entities are VIEs and, if so, whether the Company is the primary beneficiary. This analysis includes a qualitative review based on an evaluation of the design of the entity, its organizational structure, including decision making ability and financial agreements, as well as a quantitative review. Entities that have been determined to be VIEs and for which we have a controlling financial interest and are therefore the VIE’s primary beneficiary are consolidated (see Note 5). Entities that have been determined to be VIEs and for which we do not have a controlling financial interest and are therefore not the VIE’s primary beneficiary are not consolidated. These unconsolidated entities are accounted for under the equity method (see Note 4). Recently Adopted Accounting Pronouncements In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2018-13, “Fair Value Measurement: Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement,” which provides changes to certain fair value disclosure requirements. The Company adopted the provisions of this Accounting Standards Update (“ASU”) effective October 1, 2020. The adoption of this update did not have an impact on Barnwell's consolidated financial statements. In October 2018, the FASB issued ASU No. 2018-17, “Consolidation: Targeted Improvements to Related Party Guidance for Variable Interest Entities,” which modifies the guidance related to indirect interests held through related parties under common control for determining whether fees paid to decision makers and service providers are variable interest. The Company adopted the provisions of this ASU effective October 1, 2020. The adoption of this update did not have an impact on Barnwell's consolidated financial statements. 2. GOING CONCERN The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business for the twelve-month period following the date of issuance of these condensed consolidated financial statements. Our ability to sustain our business in the future will depend on the sufficiency of our cash on hand, oil and natural gas operating cash flows, which are highly sensitive to volatile oil and natural gas prices, contract drilling operating cash flows, which are subject to large changes in demand, and future land investment segment proceeds and distributions from the Kukio Resort Land Development Partnerships, the timing of which are both highly uncertain and not within Barnwell’s control. A sufficient level of such cash and cash inflows are necessary to fund discretionary oil and natural gas capital expenditures, which must be economically successful to provide sufficient returns, as well as fund our non-discretionary outflows such as oil and natural gas asset retirement obligations and ongoing operating and general and administrative expenses. In addition, as discussed in the "Asset Retirement Obligation" section of "Liquidity and Capital Resources," a significant amount of funds will be required to be put on deposit with Canadian regulatory authorities to fund abandonments at the Company's oil and natural gas properties in the Manyberries area. Other sources and potential sources of funding are discussed below. The Company listed its corporate office on the 29th floor of a commercial office building in downtown Honolulu, Hawaii for sale to generate liquidity in order to help mitigate the substantial doubt about our ability to continue as a going concern. The corporate office is currently under a purchase and sales contract with a buyer with a tentative closing to occur prior to September 30, 2021. While the 11 Company believes the likelihood of the sale occurring as per the terms of the contract is more likely than not, the Company’s ability to successfully consummate the sale cannot be assured. On March 16, 2021, the Company initiated an at-the-market offering program (“ATM”) pursuant to which the Company may offer and sell, from time to time, shares of its common stock under price and volume guidelines set by the Company's Board of Directors and the terms and conditions described in the Registration Statement. The sale of shares under the ATM began in May 2021 and as of June 30, 2021, the Company sold 586,546 shares of common stock resulting in net proceeds of $ 1,860,000 after commissions and fees of $ 59,000 . From July 1, 2021 to the date of this Quarterly Report, an additional 581,441 shares of common stock were sold resulting in net proceeds of $ 1,924,000 after commissions and fees of $ 64,000 . In April 2021, the Company re-initiated the marketing of its non-core oil and natural gas properties in the Spirit River, Wood River, Medicine River, Kaybob, Bonanza, Balsam and Thornbury areas for sale. Subsequent to June 30, 2021, Barnwell entered into and completed a purchase and sale agreement with an independent third party and sold its interests in certain natural gas and oil properties located in the Spirit River area of Alberta, Canada. The sales price per the agreement was adjusted for customary purchase price adjustments to $ 1,047,000 in order to, among other things, reflect an economic effective closing date of sale of July 8, 2021. $ 524,000 of the sales proceeds was withheld for remittance by the buyers to the Canada Revenue Agency for potential amounts due for Barnwell’s Canadian income taxes related to the sale. Negotiations regarding the potential sales of other non-core oil and natural gas properties is ongoing, however there is no assurance that the sale of any of the other non-core properties will occur. We have experienced a trend of losses and negative operating cash flows in three of the last four years. During fiscal 2020 and 2021, continuing uncertainties regarding the impacts of the COVID-19 pandemic on our business and the sufficiency of our cash balances and future cash inflows as described above raised substantial doubt about our ability to meet our estimated cash outflows or continue as a going concern for one year from the date of the filing of this report. However, due to the $ 3,784,000 of funds raised by the ATM through the date of this Quarterly Report, as well as the $ 3,965,000 of net cash inflows in the quarter ended June 30, 2021 from land segment percentage of sales proceeds and distributions from the Kukio Resort Land Development Partnerships, such substantial doubt has been overcome. 3. EARNINGS (LOSS) PER COMMON SHARE Basic earnings (loss) per share is computed using the weighted-average number of common shares outstanding for the period. Diluted earnings (loss) per share is calculated using the treasury stock method to reflect the assumed issuance of common shares for all potentially dilutive securities, which consist of outstanding stock options. Potentially dilutive shares are excluded from the computation of diluted earnings (loss) per share if their effect is anti-dilutive. Options to purchase 615,000 and 60,000 shares of common stock were excluded from the computation of diluted shares for the three and nine months ended June 30, 2021 and 2020, respectively, as their inclusion would have been anti-dilutive. 12 Reconciliations between net earnings (loss) attributable to Barnwell stockholders and common shares outstanding of the basic and diluted net earnings (loss) per share computations are detailed in the following tables: Three months ended June 30, 2021 Net Earnings (Numerator) Shares (Denominator) Per-Share Amount Basic net earnings per share $ 4,978,000 8,398,001 $ 0.59 Effect of dilutive securities - common stock options — — Diluted net earnings per share $ 4,978,000 8,398,001 $ 0.59 Nine months ended June 30, 2021 Net Earnings (Numerator) Shares (Denominator) Per-Share Amount Basic net earnings per share $ 4,706,000 8,317,440 $ 0.57 Effect of dilutive securities - common stock options — — Diluted net earnings per share $ 4,706,000 8,317,440 $ 0.57 Three months ended June 30, 2020 Net Loss (Numerator) Shares (Denominator) Per-Share Amount Basic net loss per share $ ( 3,456,000 ) 8,277,160 $ ( 0.42 ) Effect of dilutive securities - common stock options — — Diluted net loss per share $ ( 3,456,000 ) 8,277,160 $ ( 0.42 ) Nine months ended June 30, 2020 Net Loss (Numerator) Shares (Denominator) Per-Share Amount Basic net loss per share $ ( 5,384,000 ) 8,277,160 $ ( 0.65 ) Effect of dilutive securities - common stock options — — Diluted net loss per share $ ( 5,384,000 ) 8,277,160 $ ( 0.65 ) 4. INVESTMENTS Investment in Kukio Resort Land Development Partnerships On November 27, 2013, Barnwell, through a wholly-owned subsidiary, entered into two limited liability limited partnerships, KD Kona 2013 LLLP (“KD Kona”) and KKM Makai, LLLP (“KKM”), and indirectly acquired a 19.6 % non-controlling ownership interest in each of KD Kukio Resorts, LLLP, KD Maniniowali, LLLP and KD Kaupulehu, LLLP (“KDK”) for $ 5,140,000 . These entities, collectively referred to hereinafter as the “Kukio Resort Land Development Partnerships,” own certain real estate and development rights interests in the Kukio, Maniniowali and Kaupulehu portions of Kukio Resort, a private 13 residential community on the Kona coast of the island of Hawaii, as well as Kukio Resort’s real estate sales office operations. KDK holds interests in KD Acquisition, LLLP (“KD I”) and KD Acquisition II, LP, formerly KD Acquisition II, LLLP (“KD II”). KD I is the developer of Kaupulehu Lot 4A Increment I (“Increment I”), and KD II is the developer of Kaupulehu Lot 4A Increment II (“Increment II”). Barnwell’s ownership interests in the Kukio Resort Land Development Partnerships is accounted for using the equity method of accounting. The partnerships derive income from the sale of residential parcels, of which nine lots remain to be sold at Increment I as of June 30, 2021, as well as from commissions on real estate sales by the real estate sales office. Two ocean front parcels approximately two to three acres in size fronting the ocean were developed within Increment II by KD II, of which one was sold in fiscal 2017 and one was sold in fiscal 2016. The remaining acreage within Increment II is not yet under development, and there is no assurance that development of such acreage will in fact occur. In March 2019, KD II admitted a new development partner, Replay Kaupulehu Development, LLC (“Replay”), a party unrelated to Barnwell, in an effort to move forward with development of the remainder of Increment II at Kaupulehu. KDK and Replay hold ownership interests of 55 % and 45 %, respectively, of KD II and Barnwell has a 10.8 % indirect non-controlling ownership interest in KD II through KDK, which is accounted for using the equity method of accounting. Barnwell continues to have an indirect 19.6 % non-controlling ownership interest in KD Kukio Resorts, LLLP, KD Maniniowali, LLLP, and KD I. Barnwell has the right to receive distributions from the Kukio Resort Land Development Partnerships via its non-controlling interest in KD Kona and KKM, based on its respective partnership sharing ratios of 75 % and 34.45 %, respectively. Additionally, Barnwell was entitled to a preferred return from KKM on any allocated equity in income of the Kukio Resort Land Development Partnerships in excess of its partnership sharing ratio for cumulative distributions to all of its partners in excess of $ 45,000,000 from those partnerships. Cumulative distributions from the Kukio Resort Land Development Partnerships have reached the $ 45,000,000 threshold and in the quarter ended December 31, 2020, the Kukio Resort Land Development Partnerships made distributions in excess of the threshold out of the proceeds from the sale of two lots in Increment I. Accordingly, Barnwell received a total of $ 459,000 in preferred return payments, which is reflected as an additional equity pickup in the "Equity in income (loss) of affiliates" line item on the accompanying Condensed Consolidated Statement of Operations for the nine months ended June 30, 2021. The preferred return payments received in the quarter ended December 31, 2020, brought the cumulative preferred return total to $ 656,000 , which is the total amount Barnwell was entitled to, and thus there is no more preferred return outstanding as of June 30, 2021. During the nine months ended June 30, 2021, Barnwell received net cash distributions in the amount of $ 5,328,000 from the Kukio Resort Land Development Partnerships after distributing $ 599,000 to non-controlling interests. Of the $ 5,328,000 of net cash distributions received from the Kukio Resort Land Development Partnerships, $ 459,000 represented a payment of the preferred return from KKM, as discussed above. There were no distributions from the Kukio Resort Land Development Partnerships for the nine months ended June 30, 2020. Barnwell’s share of the operating results of its equity affiliates was income of $ 3,348,000 and $ 5,026,000 , which includes the $ 459,000 payment of the preferred return from KKM discussed above, for the three and nine months ended June 30, 2021, respectively, compared to losses of $ 111,000 and $ 179,000 for the three and nine months ended June 30, 2020, respectively. The equity in the underlying net assets of the Kukio Resort Land Development Partnerships exceeds the carrying value of the investment in affiliates by approximately $ 190,000 as of June 30, 2021, which is attributable to differences in the value of capitalized development costs and a note receivable. The basis difference will 14 be recognized as the partnerships sell lots and recognize the associated costs and sell memberships for the Kuki`o Golf and Beach Club for which the receivable relates. The basis difference adjustments of $ 94,000 and $ 5,000 for the nine months ended June 30, 2021 and 2020, respectively, increased equity in income of affiliates. Summarized financial information for the Kukio Resort Land Development Partnerships is as follows: Three months ended June 30, 2021 2020 Revenue $ 21,521,000 $ 496,000 Gross profit $ 12,656,000 $ 140,000 Net earnings (loss) $ 11,618,000 $ ( 501,000 ) Nine months ended June 30, 2021 2020 Revenue $ 37,220,000 $ 3,486,000 Gross profit $ 20,300,000 $ 1,587,000 Net earnings (loss) $ 16,932,000 $ ( 804,000 ) In the quarter ended June 30, 2021, the Company received cumulative distributions from the Kukio Resort Land Development Partnerships in excess of our investment balance and in accordance with applicable accounting guidance, the Company suspended its equity method earnings recognition and reduced its Kukio Resort Land Development Partnership investment balance to zero as of June 30, 2021. In addition, the Company recorded the distributions received in excess of our investment balance of $ 748,000 as equity in income of affiliates during the three and nine months ended June 30, 2021. The Company records the distributions in excess of our investment in the Kukio Resort Land Development Partnerships as income because the distributions are not refundable by agreement or by law and the Company is not liable for the obligations of or otherwise committed to provide financial support to the Kukio Resort Land Development Partnerships. The Company will record future equity method earnings only after our share of the Kukio Resort Land Development Partnership’s cumulative earnings during the suspended period exceeds our share of the Kukio Resort Land Development Partnership’s income recognized for the excess distributions. At September 30, 2020, the Company’s investment in the Kukio Resort Land Development Partnerships was $ 901,000 . Sale of Interest in Leasehold Land Kaupulehu Developments has the right to receive payments from KD I and KD II resulting from the sale of lots and/or residential units within Increment I and Increment II by KD I and KD II (see Note 18). With respect to Increment I, Kaupulehu Developments is entitled to receive payments from KD I based on the following percentages of the gross receipts from KD I’s sales of single-family residential lots in Increment I: 10 % of such aggregate gross proceeds greater than $ 100,000,000 up to $ 300,000,000 ; and 14 % of such aggregate gross proceeds in excess of $ 300,000,000 . The total amount of gross proceeds from single-family lots sales was $ 237,038,000 through June 30, 2021. Eight single-family lots were sold 15 during the nine months ended June 30, 2021 and nine single-family lots, of the 80 lots developed within Increment I, remained to be sold as of June 30, 2021. Under the terms of the Increment II agreement with KD II, Kaupulehu Developments is entitled to 15 % of the distributions of KD II, the cost of which is to be solely borne by KDK out of its 55 % ownership interest in KD II, plus a priority payout of 10 % of KDK’s cumulative net profits derived from Increment II sales subsequent to Phase 2A, up to a maximum of $ 3,000,000 as to the priority payout. Such interests are limited to distributions or net profits interests and Barnwell does not have any partnership interests in KD II or KDK through its interest in Kaupulehu Developments. The arrangement also gives Barnwell rights to three single-family residential lots in Phase 2A of Increment II, and four single-family residential lots in phases subsequent to Phase 2A when such lots are developed by KD II, all at no cost to Barnwell. Barnwell is committed to commence construction of improvements within 90 days of the transfer of the four lots in the phases subsequent to Phase 2A as a condition of the transfer of such lots. Also, in addition to Barnwell’s existing obligations to pay professional fees to certain parties based on percentages of its gross receipts, Kaupulehu Developments is also obligated to pay an amount equal to 0.72 % and 0.2 % of the cumulative net profits of KD II to KD Development, LLC and a pool of various individuals, respectively, all of whom are partners of KKM and are unrelated to Barnwell, in compensation for the agreement of these parties to admit the new development partner for Increment II. Such compensation will be reflected as the obligation becomes probable and the amount of the obligation can be reasonably estimated. The following table summarizes the Increment I revenues from KD I and the amount of fees directly related to such revenues: Three months ended June 30, Nine months ended June 30, 2021 2020 2021 2020 Sale of interest in leasehold land: Revenues - sale of interest in leasehold land $ 1,253,000 $ — $ 1,738,000 $ — Fees - included in general and administrative expenses ( 153,000 ) — ( 212,000 ) — Sale of interest in leasehold land, net of fees paid $ 1,100,000 $ — $ 1,526,000 $ — There is no assurance with regards to the amounts of future payments from Increment I or Increment II to be received, or that the remaining acreage within Increment II will be developed. Investment in Leasehold Land Interest - Lot 4C Kaupulehu Developments holds an interest in an area of approximately 1,000 acres of vacant leasehold land zoned conservation located adjacent to Lot 4A, which currently has no development potential without both a development agreement with the lessor and zoning reclassification. The lease terminates in December 2025. 16 5. CONSOLIDATED VARIABLE INTEREST ENTITY In February 2021, Barnwell Industries, Inc. established a new wholly-owned subsidiary named BOK Drilling, LLC (“BOK”) for the purpose of indirectly investing in oil and natural gas exploration and development in Oklahoma. BOK and Gros Ventre Partners, LLC (“Gros Ventre”), an entity affiliated with the Company, entered into the Limited Liability Agreement (the “Agreement”) of Teton Barnwell Fund I, LLC (“Teton Barnwell”), an entity formed for the purpose of directly entering into such oil and natural gas investments. Under the terms of the Agreement, the profits of Teton Barnwell are split between BOK and Gros Ventre at 98 % and 2 %, respectively, and as the manager of Teton Barnwell, Gros Venture is paid an annual asset management fee equal to 1 % of the cumulative capital contributions made to Teton Barnwell as compensation for its management services. BOK is responsible for 100 % of the capital contributions made to Teton Barnwell and in March 2021, the Company made a capital contribution of $ 250,000 to Teton Barnwell to fund its initial oil and natural gas investment in Oklahoma. The Company has determined that Teton Barnwell is a VIE as the entity is structured with non-substantive voting rights and that the Company is the primary beneficiary. This is due to the fact that even though Teton Barnwell has a unanimous consent voting structure, BOK is responsible for 100 % of the capital contributions required to fund Teton Barnwell’s future oil exploration and development investments pursuant to the Agreement and thus, BOK has the power to steer the decisions that most significantly impact Teton Barnwell’s economic performance and has the obligation to absorb any potential losses that could be significant to Teton Barnwell. As BOK is the primary beneficiary of the VIE, Teton Barnwell’s operating results, assets and liabilities are consolidated by the Company. On July 12, 2021, Colin R. O'Farrell, who is the sole member of Four Pines Operating LLC which owns a 25 % interest in Gros Ventre, became a member of the Board of Directors of the Company. The following table summarizes the carrying value of the assets and liabilities of Teton Barnwell that are consolidated by the Company. Intercompany balances are eliminated in consolidation and thus, are not reflected in the table below. June 30, 2021 ASSETS Cash and cash equivalents $ 118,000 Accounts and other receivables 38,000 Property and equipment, net 584,000 Total assets $ 740,000 LIABILITIES Accounts payable $ 1,000 Accrued capital expenditures 464,000 Accrued operating and other expenses 5,000 Total liabilities $ 470,000 17 6. ASSET HELD FOR SALE The Company's Honolulu corporate office is currently listed for sale. Accordingly, the Company has designated this property as an asset held for sale and the carrying value in the aggregate amount of $ 699,000 is included in “Asset held for sale” on the Company's Condensed Consolidated Balance Sheets at June 30, 2021 and September 30, 2020. In March 2021, the Company entered into a purchase and sales contract with a buyer for the sale of our corporate office with a tentative closing to occur prior to September 30, 2021. 7. OIL AND NATURAL GAS PROPERTIES Dispositions On April 8, 2021, Barnwell entered into a purchase and sale agreement with an independent third party and sold its interests in properties located in the Hillsdown area of Alberta, Canada. The sales price per the agreement was adjusted for customary purchase price adjustments to $ 132,000 in order to, among other things, reflect an economic effective date of October 1, 2020. $ 72,000 of the sales proceeds was withheld by the buyers for potential amounts due for Barnwell’s Canadian income taxes related to the sale. The final determination of the customary adjustments to the purchase price has not yet been made, however it is not expected to result in a material adjustment. The proceeds were credited to the full cost pool, with no gain or loss recognized, as the sale did not result in a significant alteration of the relationship between capitalized costs and proved reserves. In the quarter ended December 31, 2019, Barnwell entered into a purchase and sale agreement with an independent third party and sold its interests in properties located in the Progress area of Alberta, Canada. The sales price per the agreement was adjusted for customary purchase price adjustments to $ 594,000 in order to, among other things, reflect an economic effective date of October 1, 2019. The proceeds were credited to the full cost pool, with no gain or loss recognized, as the sale did not result in a significant alteration of the relationship between capitalized costs and proved reserves. Acquisitions On April 8, 2021, Barnwell acquired additional working interests in oil and natural gas properties located in the Twining area of Alberta, Canada for cash consideration of $ 348,000 . The purchase price per the agreement was adjusted for customary purchase price adjustments to reflect the economic activity from the effective date to the closing date. The final determination of the customary adjustments to the purchase price has not yet been made, however it is not expected to result in a material adjustment. There were no significant amounts paid for oil and natural gas property acquisitions during the nine months ended June 30, 2020. Impairment of Oil and Natural Gas Properties Under the full cost method of accounting, the Company performs quarterly oil and natural gas ceiling test calculations. There was no ceiling test impairment during the three months ended June 30, 2021 and there was a $ 630,000 ceiling test impairment during the nine months ended June 30, 2021. There was a ceiling test impairment of $ 2,689,000 and $ 4,326,000 during the three and nine months ended June 30, 2020, respectively. 18 Changes in the mandated 12-month historical rolling average first-day-of-the-month prices for oil, natural gas and natural gas liquids prices, the value of reserve additions as compared to the amount of capital expenditures to obtain them, and changes in production rates and estimated levels of reserves, future development costs and the estimated market value of unproved properties, impact the determination of the maximum carrying value of oil and natural gas properties. 8. RETIREMENT PLANS Barnwell sponsors a noncontributory defined benefit pension plan (“Pension Plan”) covering substantially all of its U.S. employees. Additionally, Barnwell sponsors a Supplemental Executive Retirement Plan (“SERP”), a noncontributory supplemental retirement benefit plan which covers certain current and former employees of Barnwell for amounts exceeding the limits allowed under the Pension Plan, and previously sponsored a post-retirement medical insurance benefits plan (“Post-retirement Medical”) covering eligible U.S. employees. In December 2019, the Company’s Board of Directors approved a resolution to freeze all future benefit accruals for all participants under the Company’s Pension Plan and SERP effective December 31, 2019. Consequently, current participants in the Pension Plan and SERP no longer accrue new benefits under the plans and new employees of the Company are no longer eligible to enter the Pension Plan and SERP as participants after December 31, 2019. The freezing of the Pension Plan and SERP triggered a curtailment which required a remeasurement of the projected benefit obligations of the Pension Plan and SERP and resulted in an $ 880,000 actuarial gain in accumulated other comprehensive loss and a $ 1,699,000 reduction in unrecognized pension benefit costs that were previously included in accumulated other comprehensive loss, with a corresponding benefit in other comprehensive income which were recorded in the quarter ended December 31, 2019. In June 2021, the Company terminated its Post-retirement Medical plan, which covered officers of the Company who had attained at least 20 years of service of which at least 10 years were at the position of Vice President or higher, their spouses and qualifying dependents, effective June 4, 2021. The Post-retirement Medical plan was an unfunded plan and the Company funded benefits when payments were made. As result of the plan termination, the Company recognized a non-cash gain of $ 2,341,000 during the three and nine months ended June 30, 2021. The following tables detail the components of net periodic benefit (income) cost for Barnwell’s retirement plans: Pension Plan SERP Post-retirement Medical Three months ended June 30, 2021 2020 2021 2020 2021 2020 Interest cost $ 64,000 $ 73,000 $ 13,000 $ 16,000 $ 12,000 $ 20,000 Expected return on plan assets ( 136,000 ) ( 173,000 ) — — — — Amortization of net actuarial loss 10,000 — — — 16,000 20,000 Net periodic benefit (income) cost $ ( 62,000 ) $ ( 100,000 ) $ 13,000 $ 16,000 $ 28,000 $ 40,000 19 Pension Plan SERP Post-retirement Medical Nine months ended June 30, 2021 2020 2021 2020 2021 2020 Service cost $ — $ 50,000 $ — $ 3,000 $ — $ — Interest cost 193,000 228,000 39,000 49,000 48,000 60,000 Expected return on plan assets ( 410,000 ) ( 508,000 ) — — — — Amortization of prior service cost (credit) — 1,000 — ( 1,000 ) — — Amortization of net actuarial loss 30,000 35,000 — 5,000 62,000 60,000 Curtailment cost (income) — 53,000 — ( 53,000 ) — — Net periodic benefit (income) cost $ ( 187,000 ) $ ( 141,000 ) $ 39,000 $ 3,000 $ 110,000 $ 120,000 The net periodic benefit (income) cost, including service cost, is included in “General and administrative” expenses in the Company's Condensed Consolidated Statements of Operations. Currently, no contributions are expected to be made to the Pension Plan during fiscal 2021. The SERP plan is unfunded and Barnwell funds benefits when payments are made. Expected payments under the SERP for fiscal 2021 is not material. Fluctuations in actual equity market returns as well as changes in general interest rates will result in changes in the market value of plan assets and may result in increased or decreased retirement benefits costs and contributions in future periods. 9. INCOME TAXES The components of earnings (loss) before income taxes, after adjusting the earnings (loss) for non-controlling interests, are as follows: Three months ended June 30, Nine months ended June 30, 2021 2020 2021 2020 United States $ 4,770,000 $ 163,000 $ 5,261,000 $ 717,000 Canada 399,000 ( 3,643,000 ) ( 267,000 ) ( 6,127,000 ) $ 5,169,000 $ ( 3,480,000 ) $ 4,994,000 $ ( 5,410,000 ) The components of the income tax provision (benefit) are as follows: Three months ended June 30, Nine months ended June 30, 2021 2020 2021 2020 Current $ 40,000 $ ( 26,000 ) $ 123,000 $ ( 19,000 ) Deferred 151,000 2,000 165,000 ( 7,000 ) $ 191,000 $ ( 24,000 ) $ 288,000 $ ( 26,000 ) Consolidated taxes do not bear a customary relationship to pretax results due primarily to the fact that the Company is taxed separately in Canada based on Canadian source operations and in the U.S. based on consolidated operations, and essentially all deferred tax assets, net of relevant offsetting deferred tax liabilities, are not estimated to have a future benefit as tax credits or deductions. Income from our non- 20 controlling interest in the Kukio Resort Land Development Partnerships is treated as non-unitary for state of Hawaii unitary filing purposes, thus unitary Hawaii losses provide limited sheltering of such non-unitary income. On December 27, 2020, President Trump signed into law the Consolidated Appropriations Act (the “Act”), an omnibus spending bill to fund the federal government that also includes an array of COVID-related tax relief for individuals and businesses. The tax-related measures contained in the Act revise and expand provisions enacted earlier in the year by the Families First Coronavirus Response Act and the Coronavirus Aid, Relief, and Economic Security Act. The Act also extends a number of expiring tax provisions. Additionally, the Act provides for a 100% deduction for certain business meals incurred in calendar years 2021 and 2022. The Company determined that income tax effects related to the passage of the Act were not material to the financial statements for the three and nine months ended June 30, 2021. 21 10. REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue The following tables provide information about disaggregated revenue by revenue streams, reportable segments, geographical region, and timing of revenue recognition for the three and nine months ended June 30, 2021 and 2020. Three months ended June 30, 2021 Oil and natural gas Contract drilling Land investment Other Total Revenue streams: Oil $ 2,156,000 $ — $ — $ — $ 2,156,000 Natural gas 514,000 — — — 514,000 Natural gas liquids 217,000 — — — 217,000 Drilling and pump — 889,000 — — 889,000 Contingent residual payments — — 1,253,000 — 1,253,000 Other — — — 79,000 79,000 Total revenues before interest income $ 2,887,000 $ 889,000 $ 1,253,000 $ 79,000 $ 5,108,000 Geographical regions: United States $ 41,000 $ 889,000 $ 1,253,000 $ 2,000 $ 2,185,000 Canada 2,846,000 — — 77,000 2,923,000 Total revenues before interest income $ 2,887,000 $ 889,000 $ 1,253,000 $ 79,000 $ 5,108,000 Timing of revenue recognition: Goods transferred at a point in time $ 2,887,000 $ — $ 1,253,000 $ 79,000 $ 4,219,000 Services transferred over time — 889,000 — — 889,000 Total revenues before interest income $ 2,887,000 $ 889,000 $ 1,253,000 $ 79,000 $ 5,108,000 Three months ended June 30, 2020 Oil and natural gas Contract drilling Land investment Other Total Revenue streams: Oil $ 624,000 $ — $ — $ — $ 624,000 Natural gas 192,000 — — — 192,000 Natural gas liquids 14,000 — — — 14,000 Drilling and pump — 3,040,000 — — 3,040,000 Other — — — 113,000 113,000 Total revenues before interest income $ 830,000 $ 3,040,000 $ — $ 113,000 $ 3,983,000 Geographical regions: United States $ — $ 3,040,000 $ — $ — $ 3,040,000 Canada 830,000 — — 113,000 943,000 Total revenues before interest income $ 830,000 $ 3,040,000 $ — $ 113,000 $ 3,983,000 Timing of revenue recognition: Goods transferred at a point in time $ 830,000 $ — $ — $ 113,000 $ 943,000 Services transferred over time — 3,040,000 — — 3,040,000 Total revenues before interest income $ 830,000 $ 3,040,000 $ — $ 113,000 $ 3,983,000 22 Nine months ended June 30, 2021 Oil and natural gas Contract drilling Land investment Other Total Revenue streams: Oil $ 5,469,000 $ — $ — $ — $ 5,469,000 Natural gas 1,350,000 — — — 1,350,000 Natural gas liquids 507,000 — — — 507,000 Drilling and pump — 4,220,000 — — 4,220,000 Contingent residual payments — — 1,738,000 — 1,738,000 Other — — — 209,000 209,000 Total revenues before interest income $ 7,326,000 $ 4,220,000 $ 1,738,000 $ 209,000 $ 13,493,000 Geographical regions: United States $ 41,000 $ 4,220,000 $ 1,738,000 $ 6,000 $ 6,005,000 Canada 7,285,000 — — 203,000 7,488,000 Total revenues before interest income $ 7,326,000 $ 4,220,000 $ 1,738,000 $ 209,000 $ 13,493,000 Timing of revenue recognition: Goods transferred at a point in time $ 7,326,000 $ — $ 1,738,000 $ 209,000 $ 9,273,000 Services transferred over time — 4,220,000 — — 4,220,000 Total revenues before interest income $ 7,326,000 $ 4,220,000 $ 1,738,000 $ 209,000 $ 13,493,000 Nine months ended June 30, 2020 Oil and natural gas Contract drilling Land investment Other Total Revenue streams: Oil $ 3,827,000 $ — $ — $ — $ 3,827,000 Natural gas 821,000 — — — 821,000 Natural gas liquids 233,000 — — — 233,000 Drilling and pump — 8,279,000 — — 8,279,000 Other — — — 239,000 239,000 Total revenues before interest income $ 4,881,000 $ 8,279,000 $ — $ 239,000 $ 13,399,000 Geographical regions: United States $ — $ 8,279,000 $ — $ 7,000 $ 8,286,000 Canada 4,881,000 — — 232,000 5,113,000 Total revenues before interest income $ 4,881,000 $ 8,279,000 $ — $ 239,000 $ 13,399,000 Timing of revenue recognition: Goods transferred at a point in time $ 4,881,000 $ — $ — $ 239,000 $ 5,120,000 Services transferred over time — 8,279,000 — — 8,279,000 Total revenues before interest income $ 4,881,000 $ 8,279,000 $ — $ 239,000 $ 13,399,000 Contract Balances The following table provides information about accounts receivables, contract assets and contract liabilities from contracts with customers: June 30, 2021 September 30, 2020 Accounts receivables from contracts with customers $ 1,753,000 $ 1,772,000 Contract assets 810,000 413,000 Contract liabilities 184,000 1,097,000 23 Accounts receivables from contracts with customers are included in “Accounts and other receivables, net of allowance for doubtful accounts,” and contract assets, which includes costs and estimated earnings in excess of billings and retainage, are included in “Other current assets.” Contract liabilities, which includes billings in excess of costs and estimated earnings are included in “Other current liabilities” in the accompanying Condensed Consolidated Balance Sheets. Retainage, included in contract assets, represents amounts due from customers, but where payments are withheld contractually until certain construction milestones are met. Amounts retained typically range from 5 % to 10 % of the total invoice, up to contractually-specified maximums. The Company classifies as a current asset those retainages that are expected to be collected in the next twelve months. Contract assets represent the Company’s rights to consideration in exchange for services transferred to a customer that have not been billed as of the reporting date. The Company’s rights are generally unconditional at the time its performance obligations are satisfied. When the Company receives consideration or such consideration is unconditionally due from a customer prior to transferring goods or services to the customer under the terms of a sales contract, the Company records deferred revenue, which represents a contract liability. Such deferred revenue typically results from billings in excess of costs and estimated earnings on uncompleted contracts. As of June 30, 2021 and September 30, 2020, the Company had $ 184,000 and $ 1,097,000 , respectively, included in “Other current liabilities” on the balance sheets for those performance obligations expected to be completed in the next twelve months. During the nine months ended June 30, 2021 and 2020, the amount of revenue recognized that was previously included in contract liabilities as of the beginning of the respective period was $ 978,000 and $ 707,000 , respectively. Contracts are sometimes modified for a change in scope or other requirements. The Company considers contract modifications to exist when the modification either creates new or changes the existing enforceable rights and obligations. Most of the Company’s contract modifications are for goods and services that are not distinct from the existing performance obligations. The effect of a contract modification on the transaction price, and the measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue (either as an increase or decrease) on a cumulative catchup basis. Performance Obligations The Company’s remaining performance obligations for drilling and pump installation contracts (hereafter referred to as “backlog”) represent the unrecognized revenue value of the Company’s contract commitments. The Company’s backlog may vary significantly each reporting period based on the timing of major new contract commitments. In addition, our customers have the right, under some infrequent circumstances, to terminate contracts or defer the timing of the Company’s services and their payments to us. Nearly all of the Company's contract drilling segment contracts have original expected durations of one year or less. At June 30, 2021, the Company had three contract drilling jobs with original expected durations of greater than one year. For these contracts, 7 % of the remaining performance obligation of $ 2,613,000 is expected to be recognized in the next twelve months and the remaining, thereafter. 24 Contract Fulfillment Costs Preconstruction costs, which include costs such as set-up and mobilization, are capitalized and allocated across all performance obligations and deferred and amortized over the contract term on a progress towards completion basis. As of June 30, 2021 and September 30, 2020, the Company had $ 119,000 and $ 145,000 , respectively, in unamortized preconstruction costs related to contracts that were not completed. During the three and nine months ended June 30, 2021 and 2020, the amortization of preconstruction costs related to contracts were not material and were included in the accompanying Condensed Consolidated Statements of Operations. Additionally, no impairment charges in connection with the Company’s preconstruction costs were recorded during the three and nine months ended June 30, 2021 and 2020. Water Well Re-drill In the quarter ended December 31, 2019, the Company experienced the failure of a hole opener which broke apart leaving pieces in the bottom of a water well being drilled in Hawaii. Efforts to remove the items from the well were unsuccessful through the quarter ended March 31, 2020 and subsequently the Company determined that the well should be abandoned and a new well drilled at no incremental cost to the customer as per the terms of the contract. Accordingly, all the costs to drill and abandon the first well, which are all wasted costs, were excluded from the measurement of progress toward contract completion and all such costs were fully accrued in the quarter ended March 31, 2020, as this contract was determined to be a loss job. In September 2020, while making progress towards the drilling of a replacement well in different location, the drill string twisted off and became lodged in the well borehole, which required a stoppage of drilling and the need to dislodge and retrieve the broken drill string. Accordingly, the estimated total rework costs to remediate the situation was accrued at September 30, 2020. In January 2021, the broken drill string was retrieved from the well borehole and drilling of the replacement well recommenced. 11. SEGMENT INFORMATION Barnwell operates the following segments: 1) acquiring, developing, producing and selling oil and natural gas in Canada and Oklahoma (oil and natural gas); 2) investing in land interests in Hawaii (land investment); and 3) drilling wells and installing and repairing water pumping systems in Hawaii (contract drilling). 25 The following table presents certain financial information related to Barnwell’s reporting segments. All revenues reported are from external customers with no intersegment sales or transfers. Three months ended June 30, Nine months ended June 30, 2021 2020 2021 2020 Revenues: Oil and natural gas $ 2,887,000 $ 830,000 $ 7,326,000 $ 4,881,000 Contract drilling 889,000 3,040,000 4,220,000 8,279,000 Land investment 1,253,000 — 1,738,000 — Other 79,000 113,000 209,000 239,000 Total before interest income 5,108,000 3,983,000 13,493,000 13,399,000 Interest income 6,000 1,000 6,000 17,000 Total revenues $ 5,114,000 $ 3,984,000 $ 13,499,000 $ 13,416,000 Depletion, depreciation, and amortization: Oil and natural gas $ 155,000 $ 372,000 $ 496,000 $ 1,562,000 Contract drilling 76,000 96,000 229,000 272,000 Other 4,000 10,000 13,000 36,000 Total depletion, depreciation, and amortization $ 235,000 $ 478,000 $ 738,000 $ 1,870,000 Impairment: Oil and natural gas $ — $ 2,689,000 $ 630,000 $ 4,326,000 Total impairment $ — $ 2,689,000 $ 630,000 $ 4,326,000 Operating profit (loss) (before general and administrative expenses): Oil and natural gas $ 1,015,000 $ ( 3,212,000 ) $ 1,289,000 $ ( 4,486,000 ) Contract drilling ( 213,000 ) 977,000 392,000 2,455,000 Land investment 1,253,000 — 1,738,000 — Other 75,000 103,000 196,000 203,000 Gain on sale of asset — — — 1,336,000 Total operating profit (loss) 2,130,000 ( 2,132,000 ) 3,615,000 ( 492,000 ) Equity in income (loss) of affiliates: Land investment 3,348,000 ( 111,000 ) 5,026,000 ( 179,000 ) General and administrative expenses ( 2,227,000 ) ( 1,248,000 ) ( 5,340,000 ) ( 4,775,000 ) Interest expense ( 2,000 ) ( 1,000 ) ( 6,000 ) ( 1,000 ) Interest income 6,000 1,000 6,000 17,000 Gain on debt extinguishment 149,000 — 149,000 — Gain on termination of post-retirement medical plan 2,341,000 — 2,341,000 — Earnings (loss) before income taxes $ 5,745,000 $ ( 3,491,000 ) $ 5,791,000 $ ( 5,430,000 ) 26 12. ACCUMULATED OTHER COMPREHENSIVE LOSS The changes in each component of accumulated other comprehensive loss were as follows: Three months ended June 30, Nine months ended June 30, 2021 2020 2021 2020 Foreign currency translation: Beginning accumulated foreign currency translation $ 226,000 $ 780,000 $ 545,000 $ 691,000 Change in cumulative translation adjustment before reclassifications ( 74,000 ) ( 125,000 ) ( 393,000 ) ( 36,000 ) Income taxes — — — — Net current period other comprehensive loss ( 74,000 ) ( 125,000 ) ( 393,000 ) ( 36,000 ) Ending accumulated foreign currency translation 152,000 655,000 152,000 655,000 Retirement plans: Beginning accumulated retirement plans benefit cost ( 1,914,000 ) ( 949,000 ) ( 1,980,000 ) ( 3,608,000 ) Amortization of net actuarial loss and prior service cost 26,000 20,000 92,000 100,000 Net actuarial gains arising during the period — — — 2,579,000 Gain on termination of post-retirement medical plan 541,000 — 541,000 — Income taxes — — — — Net current period other comprehensive income 567,000 20,000 633,000 2,679,000 Ending accumulated retirement plans benefit cost ( 1,347,000 ) ( 929,000 ) ( 1,347,000 ) ( 929,000 ) Accumulated other comprehensive loss, net of taxes $ ( 1,195,000 ) $ ( 274,000 ) $ ( 1,195,000 ) $ ( 274,000 ) The amortization of net actuarial loss and prior service cost for the retirement plans are included in the computation of net periodic benefit (income) cost which is a component of “General and administrative” expenses on the accompanying Condensed Consolidated Statements of Operations (see Note 8 for additional details). 13. FAIR VALUE MEASUREMENTS The carrying values of cash and cash equivalents, accounts and other receivables, accounts payable and accrued current liabilities approximate their fair values due to the short-term nature of the instruments. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis The estimated fair values of oil and natural gas properties and the asset retirement obligation incurred in the drilling of oil and natural gas wells or assumed in the acquisitions of additional oil and natural gas working interests are based on an estimated discounted cash flow model and market assumptions. The significant Level 3 assumptions used in the calculation of estimated discounted cash flows included future commodity prices, projections of estimated quantities of oil and natural gas reserves, expectations for timing and amount of future development, operating and asset retirement costs, projections of future rates of production, expected recovery rates and risk adjusted discount rates. 27 Barnwell estimates the fair value of asset retirement obligations based on the projected discounted future cash outflows required to settle abandonment and restoration liabilities. Such an estimate requires assumptions and judgments regarding the existence of liabilities, the amount and timing of cash outflows required to settle the liability, what constitutes adequate restoration, inflation factors, credit adjusted discount rates, and consideration of changes in legal, regulatory, environmental and political environments. Abandonment and restoration cost estimates are determined in conjunction with Barnwell’s reserve engineers based on historical information regarding costs incurred to abandon and restore similar well sites, information regarding current market conditions and costs, and knowledge of subject well sites and properties. Asset retirement obligation fair value measurements in the current period were Level 3 fair value measurements. 14. DEBT Paycheck Protection Program Loan On April 28, 2020, the Company, as obligor, entered into a promissory note evidencing an unsecured loan in the approximate amount of $ 147,000 under the Paycheck Protection Program (“PPP”) pursuant to the Coronavirus Aid, Relief, and Economic Security Act (“CARES”) Act that was signed into law in March 2020. The note was to mature two years after the date of the loan disbursement with interest at a fixed annual rate of 1.00 %, and with the principal and interest payments deferred until ten months after the last day of the covered period. In April 2021, the Company was notified by the lender of our PPP loan that the entire PPP loan amount and related accrued interest was forgiven by the Small Business Administration. As a result of the loan forgiveness, the Company recognized a gain on debt extinguishment of $ 149,000 during the three and nine months ended June 30, 2021. Canada Emergency Business Account Loan In the quarter ended December 31, 2020, the Company’s Canadian subsidiary, Barnwell of Canada, received a loan of CAD$ 40,000 (in Canadian dollars) under the Canada Emergency Business Account (“CEBA”) loan program for small businesses. In the quarter ended March 31, 2021, the Company applied for an increase to our CEBA loan and received an additional CAD$ 20,000 for a total loan amount received of CAD$ 60,000 ($ 47,000 ) under the program. The CEBA loan is interest-free with no principal payments required until December 31, 2022, after which the remaining loan balance is converted to a three year term loan at 5 % annual interest paid monthly. If the Company repays 66.6 % of the principal amount prior to December 31, 2022, there will be loan forgiveness of 33.3 % up to a maximum of CAD$ 20,000 . 15. STOCKHOLDERS' EQUITY (DEFICIT) Share-based Compensation 2018 Equity Incentive Plan The Company’s stock option plans are administered by the Compensation Committee of the Board of Directors. The stockholder-approved 2018 Equity Incentive Plan 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. 800,000 shares of Barnwell common stock have been reserved for issuance and as of June 30, 2021, a total of 135,000 share options 28 remain available for grant. Barnwell currently has a policy of issuing new shares to satisfy share option exercises when the optionee requests shares. Equity-classified Awards On February 9, 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. A summary of the activity in Barnwell’s equity-classified share options from October 1, 2020 through June 30, 2021 is presented below: Options Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding at October 1, 2020 — $ — Granted 665,000 3.36 Exercised — — Expired/Forfeited ( 50,000 ) 3.33 Outstanding at June 30, 2021 615,000 $ 3.36 9.1 $ — Exercisable at June 30, 2021 — $ — — $ — The following assumptions were used in estimating the fair value of the equity-classified share options granted on February 9, 2021: > 10% Owner-Employee Others Number of shares 60,000 605,000 Expected volatility 127.4 % 105.8 % Expected dividends None None Expected term (in years) 3.5 6.0 Risk-free interest rate 0.19 % 0.82 % Expected forfeitures None None 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 Condensed Consolidated Statements of Operations. 29 Compensation cost for equity-classified 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. As of June 30, 2021, the total remaining unrecognized compensation cost related to nonvested share options was $ 1,259,000 , which is expected to be recognized over the weighted-average remaining requisite service period of 2.6 years. During the three and nine months ended June 30, 2021, the Company recognized total share-based compensation expense of $ 238,000 and $ 389,000 , respectively. There was no share-based compensation expense recognized during the three and nine months ended June 30, 2020. At The Market Offering On March 16, 2021, the Company entered into a Sales Agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (“A.G.P,”), with respect to the ATM pursuant to which the Company may offer and sell, from time to time, shares of its common stock, par value $ 0.50 per share, having an aggregate sales price of up to $ 25 million (subject to certain limitations at any time our public float remains under $ 75 million), through or to A.G.P as the Company’s sales agent or as principal. Sales of our common stock under the ATM, if any, will be made by any methods deemed to be “at the market offerings” as defined in Rule 415(a)(4) under the Securities Act, including sales made directly on the NYSE American, on any other existing trading market for our Common Stock, or to or through a market maker. Shares of common stock sold under the ATM are offered pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-254365), filed with the Securities and Exchange Commission on March 16, 2021, and declared effective on March 26, 2021 (the "Registration Statement”), and the prospectus dated March 26, 2021, included in the Registration Statement. The sale of shares under the ATM began in May 2021 and as of June 30, 2021, the Company sold 586,546 shares of common stock resulting in net proceeds of $ 1,860,000 after commissions and fees of $ 59,000 . From July 1, 2021 to the date of this Quarterly Report, an additional 581,441 shares of common stock were sold resulting in net proceeds of $ 1,924,000 after commissions and fees of $ 64,000 . In connection with our ATM offering, the Company incurred approximately $ 577,000 of incremental costs, which include legal, accounting, and underwriting fees, of which $ 283,000 has been recorded in stockholders’ equity as a reduction of additional paid-in capital generated from the offering and $ 294,000 has been capitalized as a current asset and recorded in “Deferred offering costs” on the Company’s Condensed Consolidated Balance Sheet as of June 30, 2021. 16. CONTINGENCIES Legal and Regulatory Matters Barnwell is routinely involved in disputes with third parties that occasionally require litigation. In addition, Barnwell is required to maintain compliance with all current governmental controls and regulations in the ordinary course of business. Barnwell’s management is not aware of any claims or litigation involving Barnwell that are likely to have a material adverse effect on its results of operations, financial position or liquidity. In the year ended September 30, 2019, two of the water wells drilled by the contract drilling segment for one customer were determined to not meet the contract specifications for plumbness. Subsequently, in the quarter ended March 31, 2020, the Company executed a separate five-year warranty agreement with the customer for one of the wells that did not meet plumbness. Under the terms of the agreement, if the lack of plumbness is determined to be the cause of a pump failure within the warranty 30 period, the Company would be obligated to replace the pump at no cost to the customer. If the Company is unable to replace the pump using industry-standard methods, or if there are two or more pump failures attributable to lack of plumbness within the five-year warranty period, the Company would be obligated to drill a new well at no cost to the customer. Negotiations with the customer are currently ongoing for the other well that the customer claims did not meet plumbness despite the fact that the independent consulting engineer for the job concluded that the most recent plumbness test, completed after the well was cased with casing cemented into place as per the contract, showed that the well meets the plumbness specifications of the contract. Management believes the degrees of deviation for both wells are not impactful to the performance of the submersible pumps that will be installed in those wells. Accordingly, no accruals have been recorded as of June 30, 2021 as there is no probable or estimable contingent liability. In July 2020, the Staff of the State of Hawaii’s Commission on Water Resource Management (“Commission”) circulated a draft of a proposed recommendation to the Commission under which the Company, the water utility, the water utility's independent hydrologist firm and the owner of the land on which the two aforementioned water wells were drilled would be assessed penalty fines because each of the wells were calculated to have been drilled beyond the depth permitted by the permit. The wells were drilled to a depth to penetrate certain layers of impermeable rock necessary to access the aquifer at the instructions and on the advice of the hydrologist hired by the owner of the well. The Company’s share of the proposed penalties and fines was originally calculated to approximately $ 1,200,000 . Subsequently, the Staff of the Commission acknowledged that one well had not been drilled to a depth beyond its permitted depth and the fines on that well were eliminated. Additionally, the fines applicable to the depth of the second well were dropped in lieu of the parties entering into an agreement to perform a water quality study and repurpose a current well into a monitoring well. Accordingly, the Company recorded a contingent liability of approximately $ 300,000 at September 30, 2020 and there has been no change to the accrual as of June 30, 2021. 17. INFORMATION RELATING TO THE CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Nine months ended June 30, 2021 2020 Supplemental disclosure of cash flow information: Cash paid (received) during the year for: Income taxes refunded, net $ ( 290,000 ) $ ( 166,000 ) Supplemental disclosure of non-cash investing and financing activities: Canadian income tax withholdings on proceeds from the sale of oil and natural gas properties $ 72,000 $ — Accrued offering costs included in deferred offering costs, additional paid-in capital, and accounts payable $ 453,000 $ — Capital expenditure accruals related to oil and natural gas exploration and development decreased $ 7,000 during the nine months ended June 30, 2021 and increased $ 635,000 during the nine months ended June 30, 2020. Additionally, capital expenditure accruals related to oil and natural gas asset retirement obligations increased $ 463,000 and $ 545,000 during the nine months ended June 30, 2021 and 2020, respectively. 31 18. RELATED PARTY TRANSACTIONS Kaupulehu Developments is entitled to receive payments from the sales of lots and/or residential units by KD I and KD II. KD I and KD II are part of the Kukio Resort Land Development Partnerships in which Barnwell holds indirect 19.6 % and 10.8 % non-controlling ownership interests, respectively, accounted for under the equity method of investment. The percentage of sales payments are part of transactions which took place in 2004 and 2006 where Kaupulehu Developments sold its leasehold interests in Increment I and Increment II to KD I's and KD II's predecessors in interest, respectively, which was prior to Barnwell’s affiliation with KD I and KD II which commenced on November 27, 2013, the acquisition date of our ownership interest in the Kukio Resort Land Development Partnerships. Changes to the arrangement above, effective March 7, 2019, are discussed in Note 4. During the nine months ended June 30, 2021, Barnwell received $ 1,738,000 in percentage of sales payments from KD 1 from the sale of eight single-family lots within Phase II of Increment I. No lots were sold during the nine months ended June 30, 2020. Colin R. O'Farrell, a member of the Board of Directors of the Company effective July 12, 2021, is the sole member of Four Pines Operating LLC which owns a 25 % interest in Gros Ventre. In February 2021, Gros Ventre and BOK, a wholly-owned subsidiary of Barnwell, entered into the Agreement of Teton Barnwell, an entity formed for the purpose of directly investing in oil and natural gas exploration and development in Oklahoma. Under the terms of the Agreement, Gros Ventre makes no capital contributions and receives 2 % of the profits of Teton Barnwell. Additionally, as the manager of Teton Barnwell, Gros Venture is paid an annual asset management fee equal to 1 % of the cumulative capital contributions made to Teton Barnwell as compensation for its management services. 19. SUBSEQUENT EVENTS Kukio Resort Land Development Partnerships Subsequent to June 30, 2021, Barnwell received net cash distributions in the amount of $ 683,000 from the Kukio Resort Land Development Partnerships. Financial results of this distribution will be reflected in Barnwell's quarter ending September 30, 2021. Oil and Natural Gas Property Dispositions Subsequent to June 30, 2021, Barnwell entered into and completed a purchase and sale agreement with an independent third party and sold its interests in certain natural gas and oil properties located in the Spirit River area of Alberta, Canada. The sales price per the agreement was adjusted for customary purchase price adjustments to $ 1,047,000 in order to, among other things, reflect an economic effective closing date of sale of July 8, 2021. $ 524,000 of the sales proceeds was withheld for remittance by the buyers to the Canada Revenue Agency for potential amounts due for Barnwell’s Canadian income taxes related to the sale. Barnwell expects to report a gain on this transaction which will be recognized in its quarter ending September 30, 2021. At The Market Offering From July 1, 2021 to the date of this Quarterly Report, an additional 581,441 shares of common stock were sold under the ATM resulting in net proceeds of $ 1,924,000 after commissions and fees of $ 64,000 . 32