BARNWELL INDUSTRIES INC 10-Q

ITEM 1. FINANCIAL STATEMENTS BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) June 30, 2022 September 30, 2021 ASSETS Current assets: Cash and cash equivalents $ 12,574,000 $ 11,279,000 Accounts and other receivables, net of allowance for doubtful accounts of: $ 114,000 at June 30, 2022; $ 391,000 at September 30, 2021 4,860,000 3,069,000 Income taxes receivable 575,000 530,000 Asset held for sale — 687,000 Other current assets 2,527,000 2,470,000 Total current assets 20,536,000 18,035,000 Asset for retirement benefits 2,478,000 2,229,000 Operating lease right-of-use assets 249,000 296,000 Property and equipment: Oil and natural gas properties, full cost method of accounting: Proved properties 70,010,000 58,490,000 Unproved properties — 962,000 Drilling rigs and other property and equipment 7,674,000 7,960,000 Total property and equipment 77,684,000 67,412,000 Accumulated depletion, impairment, depreciation, and amortization ( 64,605,000 ) ( 63,537,000 ) Total property and equipment, net 13,079,000 3,875,000 Total assets $ 36,342,000 $ 24,435,000 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 1,269,000 $ 1,416,000 Accrued capital expenditures 1,692,000 909,000 Accrued compensation 723,000 1,073,000 Accrued operating and other expenses 1,554,000 1,171,000 Current portion of asset retirement obligation 1,589,000 713,000 Other current liabilities 1,370,000 619,000 Total current liabilities 8,197,000 5,901,000 Long-term debt 47,000 47,000 Operating lease liabilities 147,000 180,000 Liability for retirement benefits 2,145,000 2,101,000 Asset retirement obligation 7,516,000 6,340,000 Deferred income tax liabilities 306,000 359,000 Total liabilities 18,358,000 14,928,000 Commitments and contingencies Equity: Common stock, par value $ 0.50 per share; authorized, 40,000,000 shares: 10,124,587 issued at June 30, 2022; 9,613,525 issued at September 30, 2021 5,062,000 4,807,000 Additional paid-in capital 7,235,000 4,590,000 Retained earnings 8,012,000 2,356,000 Accumulated other comprehensive (loss) income, net ( 89,000 ) 32,000 Treasury stock, at cost: 167,900 shares at June 30, 2022 and September 30, 2021 ( 2,286,000 ) ( 2,286,000 ) Total stockholders’ equity 17,934,000 9,499,000 Non-controlling interests 50,000 8,000 Total equity 17,984,000 9,507,000 Total liabilities and equity $ 36,342,000 $ 24,435,000 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, 2022 2021 2022 2021 Revenues: Oil and natural gas $ 7,292,000 $ 2,887,000 $ 16,345,000 $ 7,326,000 Contract drilling 736,000 889,000 2,430,000 4,220,000 Sale of interest in leasehold land — 1,253,000 1,295,000 1,738,000 Gas processing and other — 85,000 91,000 215,000 8,028,000 5,114,000 20,161,000 13,499,000 Costs and expenses: Oil and natural gas operating 2,397,000 1,717,000 6,439,000 4,911,000 Contract drilling operating 872,000 1,026,000 2,770,000 3,599,000 General and administrative 1,713,000 2,227,000 5,784,000 5,340,000 Depletion, depreciation, and amortization 814,000 235,000 1,915,000 738,000 Impairment of assets — — — 630,000 Interest expense 1,000 2,000 1,000 6,000 Gain on debt extinguishment — ( 149,000 ) — ( 149,000 ) Gain on termination of post-retirement medical plan — ( 2,341,000 ) — ( 2,341,000 ) 5,797,000 2,717,000 16,909,000 12,734,000 Earnings before equity in income of affiliates and income taxes 2,231,000 2,397,000 3,252,000 765,000 Equity in income of affiliates 433,000 3,348,000 3,400,000 5,026,000 Earnings before income taxes 2,664,000 5,745,000 6,652,000 5,791,000 Income tax provision 75,000 191,000 325,000 288,000 Net earnings 2,589,000 5,554,000 6,327,000 5,503,000 Less: Net earnings attributable to non-controlling interests 58,000 576,000 671,000 797,000 Net earnings attributable to Barnwell Industries, Inc. $ 2,531,000 $ 4,978,000 $ 5,656,000 $ 4,706,000 Basic and diluted net earnings per common share attributable to Barnwell Industries, Inc. stockholders $ 0.25 $ 0.59 $ 0.59 $ 0.57 Weighted-average number of common shares outstanding: Basic and diluted 9,956,687 8,398,001 9,657,532 8,317,440 See Notes to Condensed Consolidated Financial Statements 4 BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) Three months ended June 30, Nine months ended June 30, 2022 2021 2022 2021 Net earnings $ 2,589,000 $ 5,554,000 $ 6,327,000 $ 5,503,000 Other comprehensive (loss) income: Foreign currency translation adjustments, net of taxes of $ 0 ( 108,000 ) ( 74,000 ) ( 121,000 ) ( 393,000 ) Retirement plans: Amortization of accumulated other comprehensive loss into net periodic benefit cost, net of taxes of $ 0 — 26,000 — 92,000 Gain on termination of post-retirement medical plan, net of taxes of $ 0 — 541,000 — 541,000 Total other comprehensive (loss) income ( 108,000 ) 493,000 ( 121,000 ) 240,000 Total comprehensive income 2,481,000 6,047,000 6,206,000 5,743,000 Less: Comprehensive income attributable to non-controlling interests ( 58,000 ) ( 576,000 ) ( 671,000 ) ( 797,000 ) Comprehensive income attributable to Barnwell Industries, Inc. $ 2,423,000 $ 5,471,000 $ 5,535,000 $ 4,946,000 See Notes to Condensed Consolidated Financial Statements 5 BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) Three months ended June 30, 2022 and 2021 (Unaudited) Shares Outstanding Common Stock Additional Paid-In Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive (Loss) Income Treasury Stock Non-controlling Interests Total Equity (Deficit) 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 Balance at March 31, 2022 9,956,687 $ 5,062,000 $ 7,121,000 $ 5,481,000 $ 19,000 $ ( 2,286,000 ) $ 64,000 $ 15,461,000 Net earnings — — — 2,531,000 — — 58,000 2,589,000 Foreign currency translation adjustments, net of taxes of $ 0 — — — — ( 108,000 ) — — ( 108,000 ) Distributions to non-controlling interests — — — — — — ( 72,000 ) ( 72,000 ) Share-based compensation — — 114,000 — — — — 114,000 Balance at June 30, 2022 9,956,687 $ 5,062,000 $ 7,235,000 $ 8,012,000 $ ( 89,000 ) $ ( 2,286,000 ) $ 50,000 $ 17,984,000 See Notes to Condensed Consolidated Financial Statements 6 BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT) Nine months ended June 30, 2022 and 2021 (Unaudited) Shares Outstanding Common Stock Additional Paid-In Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive (Loss) Income Treasury Stock Non-controlling Interests Total Equity (Deficit) 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 Balance at September 30, 2021 9,445,625 $ 4,807,000 $ 4,590,000 $ 2,356,000 $ 32,000 $ ( 2,286,000 ) $ 8,000 $ 9,507,000 Net earnings — — — 5,656,000 — — 671,000 6,327,000 Foreign currency translation adjustments, net of taxes of $ 0 — — — — ( 121,000 ) — — ( 121,000 ) Distributions to non-controlling interests — — — — — — ( 629,000 ) ( 629,000 ) Share-based compensation — — 541,000 — — — — 541,000 Issuance of common stock for services 1,595 — 3,000 — — — — 3,000 Issuance of common stock, net of costs 509,467 255,000 2,101,000 — — — — 2,356,000 Balance at June 30, 2022 9,956,687 $ 5,062,000 $ 7,235,000 $ 8,012,000 $ ( 89,000 ) $ ( 2,286,000 ) $ 50,000 $ 17,984,000 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, 2022 2021 Cash flows from operating activities: Net earnings $ 6,327,000 $ 5,503,000 Adjustments to reconcile net earnings to net cash provided by operating activities: Equity in income of affiliates ( 3,400,000 ) ( 5,026,000 ) Depletion, depreciation, and amortization 1,915,000 738,000 Impairment of assets — 630,000 Sale of interest in leasehold land, net of fees paid ( 1,137,000 ) ( 1,526,000 ) Distributions of income from equity investees 3,170,000 4,278,000 Retirement benefits income ( 204,000 ) ( 38,000 ) Non-cash rent income ( 1,000 ) ( 3,000 ) Accretion of asset retirement obligation 562,000 432,000 Deferred income tax (benefit) expense ( 53,000 ) 165,000 Asset retirement obligation payments ( 780,000 ) ( 316,000 ) Share-based compensation expense 541,000 389,000 Common stock issued for services 3,000 — Retirement plan contributions and payments ( 2,000 ) ( 5,000 ) Bad debt (recovery) expense ( 27,000 ) 33,000 Gain on debt extinguishment — ( 149,000 ) Gain on termination of post-retirement medical plan — ( 2,341,000 ) Decrease from changes in current assets and liabilities ( 1,245,000 ) ( 659,000 ) Net cash provided by operating activities 5,669,000 2,105,000 Cash flows from investing activities: Distribution from equity investees in excess of earnings 230,000 1,649,000 Proceeds from sale of interest in leasehold land, net of fees paid 1,137,000 1,526,000 Proceeds from the sale of contract drilling assets 687,000 — Proceeds from the sale of oil and natural gas assets — 60,000 Payments to acquire oil and natural gas properties ( 1,563,000 ) ( 348,000 ) Capital expenditures - oil and natural gas ( 6,541,000 ) ( 904,000 ) Capital expenditures - all other ( 13,000 ) ( 28,000 ) Net cash (used in) provided by investing activities ( 6,063,000 ) 1,955,000 Cash flows from financing activities: Borrowings on long-term debt — 47,000 Distributions to non-controlling interests ( 629,000 ) ( 951,000 ) Proceeds from issuance of stock, net of costs 2,356,000 1,736,000 Net cash provided by financing activities 1,727,000 832,000 Effect of exchange rate changes on cash and cash equivalents ( 38,000 ) 24,000 Net increase in cash and cash equivalents 1,295,000 4,916,000 Cash and cash equivalents at beginning of period 11,279,000 4,584,000 Cash and cash equivalents at end of period $ 12,574,000 $ 9,500,000 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, 2021 Annual Report on Form 10-K, as amended by our Form 10-K/A Amendment No. 1 (our “2021 Annual Report”). The Condensed Consolidated Balance Sheet as of September 30, 2021 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, 2022, results of operations, comprehensive income, and equity (deficit) for the three and nine months ended June 30, 2022 and 2021, and cash flows for the nine months ended June 30, 2022 and 2021, have been made. The results of operations for the period ended June 30, 2022 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 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 2021 Annual Report. Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” which enhances and simplifies various aspects of the income tax accounting guidance in ASC 740. The Company adopted the provisions of this ASU effective October 1, 2021. The adoption of this update did not have an impact on Barnwell's consolidated financial statements. 2. EARNINGS PER COMMON SHARE Basic earnings per share is computed using the weighted-average number of common shares outstanding for the period. Diluted earnings 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 per share if their effect is anti-dilutive. Options to purchase 615,000 shares of common stock were excluded from the computation of diluted shares for the three and nine months ended June 30, 2022 and 2021, as their inclusion would have been anti-dilutive. Reconciliations between net earnings attributable to Barnwell stockholders and common shares outstanding of the basic and diluted net earnings per share computations are detailed in the following tables: Three months ended June 30, 2022 Net Earnings (Numerator) Shares (Denominator) Per-Share Amount Basic net earnings per share $ 2,531,000 9,956,687 $ 0.25 Effect of dilutive securities - common stock options — — Diluted net earnings per share $ 2,531,000 9,956,687 $ 0.25 10 Nine months ended June 30, 2022 Net Earnings (Numerator) Shares (Denominator) Per-Share Amount Basic net earnings per share $ 5,656,000 9,657,532 $ 0.59 Effect of dilutive securities - common stock options — — Diluted net earnings per share $ 5,656,000 9,657,532 $ 0.59 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 3. NOTE RECEIVABLE In February 2022, the Company loaned $ 400,000 to an unrelated third party and recorded a $ 400,000 note receivable in the quarter ended March 31, 2022. In April 2022, the loan was repaid in full and no interest was accrued during the outstanding period. 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 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. 11 The partnerships derive income from the sale of residential parcels, of which two lots, one being a large lot that is now a consolidation of two previous separate lots and one being an original size lot, remain to be sold at Increment I as of June 30, 2022, as well as from commissions on real estate sales by the real estate sales office and revenues resulting from the sale of private club memberships. 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. No definitive development plans have been made by the developer of Increment II as of the date of this report. 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 was reflected as an additional equity pickup in the "Equity in income of affiliates" line item in 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 was the total amount to which Barnwell was entitled. During the nine months ended June 30, 2022, Barnwell received cash distributions of $ 3,400,000 from the Kukio Resort Land Development Partnership resulting in a net amount of $ 3,028,000 , after distributing $ 372,000 to non-controlling interests. During the nine months ended June 30, 2021, Barnwell received net cash distributions in the amount of $ 5,328,000 after distributing $ 599,000 to non-controlling interests. Of the $ 5,328,000 net cash distributions received during the nine months ended June 30, 2021, $ 459,000 represented a payment of the preferred return from KKM, as discussed above. Equity in income of affiliates was $ 433,000 and $ 3,400,000 for the three and nine months ended June 30, 2022, respectively, as compared to equity in income of affiliates 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. 12 Summarized financial information for the Kukio Resort Land Development Partnerships is as follows: Three months ended June 30, 2022 2021 Revenue $ 4,574,000 $ 21,521,000 Gross profit $ 3,004,000 $ 12,656,000 Net earnings $ 2,209,000 $ 11,618,000 Nine months ended June 30, 2022 2021 Revenue $ 23,492,000 $ 37,220,000 Gross profit $ 16,151,000 $ 20,300,000 Net earnings $ 13,845,000 $ 16,932,000 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 the Kukio Resort Land Development Partnership investment balance was reduced to zero with the distributions received in excess of our investment balance recorded as equity in income of affiliates 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 in excess of distributions during the suspended period exceeds our share of the Kukio Resort Land Development Partnership’s income recognized for the excess distributions, and during this suspended period any distributions received will be recorded as equity in income of affiliates. Accordingly, the amount of equity in income of affiliates recognized in the nine months ended June 30, 2022 was equivalent to the $ 3,400,000 of distributions received in that period. 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 10 % of the gross receipts from KD I’s sales of single-family residential lots in Increment I. Six single-family lots were sold during the nine months ended June 30, 2022 and two single-family lots, of the 80 lots developed within Increment I, remained to be sold as of June 30, 2022. 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 13 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, 2022 2021 2022 2021 Sale of interest in leasehold land: Revenues - sale of interest in leasehold land $ — $ 1,253,000 $ 1,295,000 $ 1,738,000 Fees - included in general and administrative expenses — ( 153,000 ) ( 158,000 ) ( 212,000 ) Sale of interest in leasehold land, net of fees paid $ — $ 1,100,000 $ 1,137,000 $ 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. No definitive development plans have been made by the developer of Increment II as of the date of this report. 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. 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 previously affiliated with the Company (see Note 18 for additional details), entered into the Limited Liability Agreement (the “Teton Operating 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 Teton Operating 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 as of June 30, 2022, the Company has made a total of $ 1,250,000 in 14 cumulative capital contributions to Teton Barnwell to fund its initial oil and natural gas investment in Oklahoma and has received a total of $ 1,176,000 in distributions, net of non-controlling interests, from Teton Barnwell out of Teton Barnwell's operating cash flows. In July 2022, an additional $ 882,000 distribution, net of non-controlling interests, was received from Teton Barnwell. These contributions and distributions between Teton Barnwell and the Company do not affect our reported consolidated cash flows as Teton Barnwell is a consolidated entity, as discussed further below. The Company has determined that Teton Barnwell is a variable interest entity (“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 Teton Operating 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. 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, 2022 September 30, 2021 ASSETS Cash and cash equivalents $ 805,000 $ 136,000 Accounts and other receivables 726,000 118,000 Oil and natural gas properties, full cost method of accounting: Proved properties, net 880,000 203,000 Unproved properties — 962,000 Total assets $ 2,411,000 $ 1,419,000 LIABILITIES Accounts payable $ 63,000 $ 3,000 Accrued capital expenditures 124,000 581,000 Accrued operating and other expenses 31,000 20,000 Total liabilities $ 218,000 $ 604,000 6. ASSET HELD FOR SALE In September 2021, the Company designated a contract drilling segment drilling rig and related ancillary equipment, with an aggregate net carrying value of $ 725,000 , as assets held for sale and recorded an impairment of $ 38,000 to reduce the value of these assets to its fair value, less estimated selling costs. The fair value of these assets in the aggregate amount of $ 687,000 was recorded as “Assets held for sale” on the Company's Condensed Consolidated Balance Sheet at September 30, 2021. In October 2021, the Company sold the drilling rig and related ancillary equipment for proceeds of $ 687,000 , net of related costs, which was equivalent to its net carrying value. 15 7. OIL AND NATURAL GAS PROPERTIES Acquisitions In the quarter ended December 31, 2021, Barnwell acquired working interests in oil and natural gas properties located in the Twining area of Alberta, Canada, for cash consideration of $ 317,000 . In January 2022, Barnwell acquired additional working interests in oil and natural gas properties located in the Twining area of Alberta, Canada for consideration of $ 1,246,000 . 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. Barnwell also assumed $ 1,500,000 in asset retirement obligations associated with the acquisition. In April 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. Dispositions There were no significant oil and natural gas property dispositions during the nine months ended June 30, 2022. In April 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 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. 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, 2022 and 2021. There was no ceiling test impairment during the nine months ended June 30, 2022 and a $ 630,000 ceiling test impairment during the nine months ended June 30, 2021. 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 16 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 June 2021, the Company terminated its Post-retirement Medical plan effective June 4, 2021. Pursuant to the Post-retirement Medical plan document, the Company, as the sponsor of the Post-retirement Medical plan, had the right to terminate the plan by resolution of the Board of Directors of the Company and sixty days ’ notice to each participant in the plan. Further, under the terms of the plan document, the participants in the Post-retirement Medical plan were not entitled to any unpaid vested benefits thereunder upon termination of the plan. The Post-retirement Medical plan was an unfunded plan and the Company funded benefits when payments were made. As a 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, 2022 2021 2022 2021 2022 2021 Interest cost $ 73,000 $ 64,000 $ 15,000 $ 13,000 $ — $ 12,000 Expected return on plan assets ( 156,000 ) ( 136,000 ) — — — — Amortization of net actuarial loss — 10,000 — — — 16,000 Net periodic benefit (income) cost $ ( 83,000 ) $ ( 62,000 ) $ 15,000 $ 13,000 $ — $ 28,000 Pension Plan SERP Post-retirement Medical Nine months ended June 30, 2022 2021 2022 2021 2022 2021 Interest cost $ 218,000 $ 193,000 $ 45,000 $ 39,000 $ — $ 48,000 Expected return on plan assets ( 467,000 ) ( 410,000 ) — — — — Amortization of net actuarial loss — 30,000 — — — 62,000 Net periodic benefit (income) cost $ ( 249,000 ) $ ( 187,000 ) $ 45,000 $ 39,000 $ — $ 110,000 The net periodic benefit (income) 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 2022. The SERP plan is unfunded and Barnwell funds benefits when payments are made. Expected payments under the SERP for fiscal 2022 are 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. 17 9. INCOME TAXES The components of earnings before income taxes, after adjusting the earnings for non-controlling interests, are as follows: Three months ended June 30, Nine months ended June 30, 2022 2021 2022 2021 United States $ ( 271,000 ) $ 4,770,000 $ 1,637,000 $ 5,261,000 Canada 2,877,000 399,000 4,344,000 ( 267,000 ) $ 2,606,000 $ 5,169,000 $ 5,981,000 $ 4,994,000 The components of the income tax provision are as follows: Three months ended June 30, Nine months ended June 30, 2022 2021 2022 2021 Current $ 126,000 $ 40,000 $ 378,000 $ 123,000 Deferred ( 51,000 ) 151,000 ( 53,000 ) 165,000 $ 75,000 $ 191,000 $ 325,000 $ 288,000 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-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. Income from our investment in the Oklahoma oil venture is 100% allocable to Oklahoma and Barnwell receives no benefit from consolidated or unitary losses and, therefore, is subject to Oklahoma state taxes. In addition, net operating loss carryforwards, all of which had a full valuation allowance at the end of the previous fiscal year, are being partially utilized in the current year periods to offset taxable income in the U.S. federal and Canadian jurisdictions. The net operating loss carryforwards beyond the current year’s utilization continue to have a full valuation allowance as realization of their benefit is not more likely than not. Included in the current income tax provision for the three and nine months ended June 30, 2022 is a $ 61,000 expense for income tax penalties and interest thereon for the non-filing of IRS Form 8858 in each of our U.S. federal income tax returns for fiscal years 2019, 2020 and 2021. The Company is in the process of amending its U.S. federal tax returns to include Form 8858 and plans to request abatement of the potential penalties and interest. There was no such expense included in the current income tax provision for the three and nine months ended June 30, 2021. 18 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, 2022 and 2021. Three months ended June 30, 2022 Oil and natural gas Contract drilling Land investment Other Total Revenue streams: Oil $ 4,951,000 $ — $ — $ — $ 4,951,000 Natural gas 1,652,000 — — — 1,652,000 Natural gas liquids 689,000 — — — 689,000 Drilling and pump — 736,000 — — 736,000 Total revenues before interest income $ 7,292,000 $ 736,000 $ — $ — $ 8,028,000 Geographical regions: United States $ 840,000 $ 736,000 $ — $ — $ 1,576,000 Canada 6,452,000 — — — 6,452,000 Total revenues before interest income $ 7,292,000 $ 736,000 $ — $ — $ 8,028,000 Timing of revenue recognition: Goods transferred at a point in time $ 7,292,000 $ — $ — $ — $ 7,292,000 Services transferred over time — 736,000 — — 736,000 Total revenues before interest income $ 7,292,000 $ 736,000 $ — $ — $ 8,028,000 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 19 Nine months ended June 30, 2022 Oil and natural gas Contract drilling Land investment Other Total Revenue streams: Oil $ 11,276,000 $ — $ — $ — $ 11,276,000 Natural gas 3,360,000 — — — 3,360,000 Natural gas liquids 1,709,000 — — — 1,709,000 Drilling and pump — 2,430,000 — — 2,430,000 Contingent residual payments — — 1,295,000 — 1,295,000 Other — — — 89,000 89,000 Total revenues before interest income $ 16,345,000 $ 2,430,000 $ 1,295,000 $ 89,000 $ 20,159,000 Geographical regions: United States $ 2,796,000 $ 2,430,000 $ 1,295,000 $ 4,000 $ 6,525,000 Canada 13,549,000 — — 85,000 13,634,000 Total revenues before interest income $ 16,345,000 $ 2,430,000 $ 1,295,000 $ 89,000 $ 20,159,000 Timing of revenue recognition: Goods transferred at a point in time $ 16,345,000 $ — $ 1,295,000 $ 89,000 $ 17,729,000 Services transferred over time — 2,430,000 — — 2,430,000 Total revenues before interest income $ 16,345,000 $ 2,430,000 $ 1,295,000 $ 89,000 $ 20,159,000 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 Contract Balances The following table provides information about accounts receivables, contract assets and contract liabilities from contracts with customers: June 30, 2022 September 30, 2021 Accounts receivables from contracts with customers $ 3,975,000 $ 2,797,000 Contract assets 345,000 581,000 Contract liabilities 1,145,000 455,000 20 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, 2022 and September 30, 2021, the Company had $ 1,145,000 and $ 455,000 , 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, 2022 and 2021, the amount of revenue recognized that was previously included in contract liabilities as of the beginning of the respective period was $ 342,000 and $ 978,000 , 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, 2022, the Company had five contract drilling jobs with original expected durations of greater than one year. For these contracts, 35 % of the remaining performance obligation of $ 7,490,000 is expected to be recognized in the next twelve months and the remaining, thereafter. 21 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, 2022 and September 30, 2021, the Company had $ 228,000 and $ 326,000 , respectively, in unamortized preconstruction costs related to contracts that were not completed. During the three and nine months ended June 30, 2022 and 2021, 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, 2022 and 2021. 22 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). 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, 2022 2021 2022 2021 Revenues: Oil and natural gas $ 7,292,000 $ 2,887,000 $ 16,345,000 $ 7,326,000 Contract drilling 736,000 889,000 2,430,000 4,220,000 Land investment — 1,253,000 1,295,000 1,738,000 Other — 79,000 89,000 209,000 Total before interest income 8,028,000 5,108,000 20,159,000 13,493,000 Interest income — 6,000 2,000 6,000 Total revenues $ 8,028,000 $ 5,114,000 $ 20,161,000 $ 13,499,000 Depletion, depreciation, and amortization: Oil and natural gas $ 772,000 $ 155,000 $ 1,785,000 $ 496,000 Contract drilling 41,000 76,000 129,000 229,000 Other 1,000 4,000 1,000 13,000 Total depletion, depreciation, and amortization $ 814,000 $ 235,000 $ 1,915,000 $ 738,000 Impairment: Oil and natural gas $ — $ — $ — $ 630,000 Total impairment $ — $ — $ — $ 630,000 Operating profit (loss) (before general and administrative expenses): Oil and natural gas $ 4,123,000 $ 1,015,000 $ 8,121,000 $ 1,289,000 Contract drilling ( 177,000 ) ( 213,000 ) ( 469,000 ) 392,000 Land investment — 1,253,000 1,295,000 1,738,000 Other ( 1,000 ) 75,000 88,000 196,000 Total operating profit 3,945,000 2,130,000 9,035,000 3,615,000 Equity in income of affiliates: Land investment 433,000 3,348,000 3,400,000 5,026,000 General and administrative expenses ( 1,713,000 ) ( 2,227,000 ) ( 5,784,000 ) ( 5,340,000 ) Interest expense ( 1,000 ) ( 2,000 ) ( 1,000 ) ( 6,000 ) Interest income — 6,000 2,000 6,000 Gain on debt extinguishment — 149,000 — 149,000 Gain on termination of post-retirement medical plan — 2,341,000 — 2,341,000 Earnings before income taxes $ 2,664,000 $ 5,745,000 $ 6,652,000 $ 5,791,000 23 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, 2022 2021 2022 2021 Foreign currency translation: Beginning accumulated foreign currency translation $ 249,000 $ 226,000 $ 262,000 $ 545,000 Change in cumulative translation adjustment before reclassifications ( 108,000 ) ( 74,000 ) ( 121,000 ) ( 393,000 ) Income taxes — — — — Net current period other comprehensive loss ( 108,000 ) ( 74,000 ) ( 121,000 ) ( 393,000 ) Ending accumulated foreign currency translation 141,000 152,000 141,000 152,000 Retirement plans: Beginning accumulated retirement plans benefit cost ( 230,000 ) ( 1,914,000 ) ( 230,000 ) ( 1,980,000 ) Amortization of net actuarial loss — 26,000 — 92,000 Gain on termination of post-retirement medical plan — 541,000 — 541,000 Income taxes — — — — Net current period other comprehensive income — 567,000 — 633,000 Ending accumulated retirement plans benefit cost ( 230,000 ) ( 1,347,000 ) ( 230,000 ) ( 1,347,000 ) Accumulated other comprehensive loss, net of taxes $ ( 89,000 ) $ ( 1,195,000 ) $ ( 89,000 ) $ ( 1,195,000 ) The amortization of net actuarial loss 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. 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 24 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 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. In January 2022, the Canadian government announced the extension of the CEBA loan repayment deadline and interest-free period from December 31, 2022 to December 31, 2023. Accordingly, the CEBA loan is interest-free with no principal payments required until December 31, 2023, after which the remaining loan balance is converted to a two year term loan at 5 % annual interest paid monthly. If the Company repays 66.6 % of the principal amount prior to December 31, 2023, there will be loan forgiveness of 33.3 % up to a maximum of CAD$ 20,000 . Paycheck Protection Program Loan In April 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. 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. 15. STOCKHOLDERS' EQUITY In May 2022, Barnwell’s stockholders approved the amendment to increase the Company’s number of authorized shares of common stock from 20,000,000 to 40,000,000 shares and approved amendments to the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) which included the amendment to increase the total number of shares of stock authorized for awards granted under the 2018 Plan from 800,000 to 1,600,000 shares among other amendments. 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 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, par value $ 0.50 per share, having an aggregate sales price of up to $ 25 million (subject to certain limitations set forth in the Sales Agreement and applicable securities laws, rules and regulations), through or to A.G.P 25 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. During the nine months ended June 30, 2022, the Company sold 509,467 shares of common stock resulting in net proceeds of $ 2,356,000 after commissions and fees of $ 75,000 and ATM-related professional services of $ 22,000 . During the nine months ended June 30, 2021, the Company sold 586,546 shares of common stock resulting in net proceeds of $ 1,736,000 after commissions and fees of $ 59,000 and ATM-related professional services of $ 124,000 . In August 2022, the Company’s Board of Directors suspended the sales of our common stock under the ATM until further notice. 16. COMMITMENTS AND 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 quarter ended December 31, 2021, it was determined that a contract drilling segment well completed in the period did not meet the contract specifications for plumbness under a gyroscopic plumbness test which the contract required. While the well did pass the cage plumbness test, the contract uses the gyroscopic test as the measure of plumbness. Barnwell and the customer currently have an arrangement where Barnwell will provide for centralizers, armored cabling and a pump installation and removal test to confirm that plumbness is satisfactory. Barnwell’s management believes the plumbness deviation is not impactful to the performance of the submersible pumps that will be installed in the well. Accordingly, while costs for the centralizers, armored cabling and the pump installation and removal test have been accrued, no accrual has been recorded as of June 30, 2022 for any further costs as there is no related probable or estimable contingent liability. Subscription Receipts Agreement In May 2022, Barnwell Investments LLC, a new wholly-owned subsidiary of Barnwell Industries Inc., entered into an agreement to participate in a private placement offering (the “Offering”) of subscriptions receipts (the “Subscription Agreement”) with 1287398 B.C. Ltd. (the “Issuer”) and agreed to purchase 1,724,138 subscription receipts at a price of $ 1.16 per subscription receipt for a total of $ 2,000,000 from the Issuer. 1287398 B.C. Ltd. is a Canadian reporting issuer. The Offering is subject to regulatory approvals, including the conditional listing approval by the TSX Venture Exchange. 26 The Subscription Agreement is currently held in escrow by the Issuer until certain escrow release conditions are met which includes the Issuer raising an additional $ 3,000,000 in gross proceeds from other parties under the private placement offering for total minimum gross proceeds of $ 5,000,000 . As of the date of this report, the escrow release condition has not been satisfied and no cash has been paid by the Company to the Issuer. 17. INFORMATION RELATING TO THE CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Nine months ended June 30, 2022 2021 Supplemental disclosure of cash flow information: Cash paid (received) during the year for: Income taxes paid (refunded), net $ 352,000 $ ( 290,000 ) 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 increased $ 812,000 during the nine months ended June 30, 2022 and decreased $ 7,000 during the nine months ended June 30, 2021. Additionally, capital expenditure accruals related to oil and natural gas asset retirement obligations increased $ 2,476,000 and $ 463,000 during the nine months ended June 30, 2022 and 2021, respectively. 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, 2022, Barnwell received $ 1,295,000 in percentage of sales payments from KD 1 from the sale of six single-family lots within Increment I. 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 of Increment I. Mr. Colin R. O'Farrell, formerly a member of the Board of Directors of the Company through March 7, 2022, 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 Teton Operating Agreement of Teton Barnwell, an entity formed for the purpose of directly investing in 27 oil and natural gas exploration and development in Oklahoma. Under the terms of the Teton Operating 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. 28