BARNWELL INDUSTRIES INC 10-Q

ITEM 1. FINANCIAL STATEMENTS BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) December 31, 2023 September 30, 2023 ASSETS Current assets: Cash and cash equivalents $ 3,223,000 $ 2,830,000 Accounts and other receivables, net of allowance for credit losses of: $ 334,000 at December 31, 2023; $ 284,000 at September 30, 2023 3,278,000 3,246,000 Other current assets 2,622,000 3,009,000 Total current assets 9,123,000 9,085,000 Asset for retirement benefits 4,561,000 4,471,000 Operating lease right-of-use assets 34,000 54,000 Property and equipment: Proved oil and natural gas properties (full cost method) 83,348,000 80,851,000 Drilling rigs and other property and equipment 7,231,000 7,223,000 Total property and equipment 90,579,000 88,074,000 Accumulated depletion, impairment, depreciation, and amortization ( 69,292,000 ) ( 66,263,000 ) Total property and equipment, net 21,287,000 21,811,000 Total assets $ 35,005,000 $ 35,421,000 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 1,344,000 $ 881,000 Accrued capital expenditures 587,000 1,099,000 Accrued compensation 673,000 726,000 Accrued operating and other expenses 1,747,000 1,747,000 Current portion of asset retirement obligation 1,825,000 1,536,000 Other current liabilities 469,000 609,000 Total current liabilities 6,645,000 6,598,000 Operating lease liabilities 36,000 47,000 Liability for retirement benefits 1,687,000 1,664,000 Asset retirement obligation 8,416,000 8,297,000 Deferred income tax liabilities 56,000 58,000 Total liabilities 16,840,000 16,664,000 Commitments and contingencies Equity: Common stock, par value $ 0.50 per share; authorized, 40,000,000 shares: 10,168,006 issued at December 31, 2023; 10,158,678 issued at September 30, 2023 5,084,000 5,079,000 Additional paid-in capital 7,747,000 7,687,000 Retained earnings 5,496,000 6,160,000 Accumulated other comprehensive income, net 2,113,000 2,104,000 Treasury stock, at cost: 167,900 shares at December 31, 2023 and September 30, 2023 ( 2,286,000 ) ( 2,286,000 ) Total stockholders' equity 18,154,000 18,744,000 Non-controlling interests 11,000 13,000 Total equity 18,165,000 18,757,000 Total liabilities and equity $ 35,005,000 $ 35,421,000 See Notes to Condensed Consolidated Financial Statements 3 BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three months ended December 31, 2023 2022 Revenues: Oil and natural gas $ 5,130,000 $ 5,226,000 Contract drilling 993,000 1,948,000 Sale of interest in leasehold land — 265,000 Gas processing and other 32,000 72,000 6,155,000 7,511,000 Costs and expenses: Oil and natural gas operating 2,791,000 2,444,000 Contract drilling operating 1,169,000 1,857,000 General and administrative 1,404,000 2,249,000 Depletion, depreciation, and amortization 1,511,000 840,000 Foreign currency gain ( 126,000 ) ( 78,000 ) Interest expense 2,000 — Gain on sale of assets — ( 551,000 ) 6,751,000 6,761,000 (Loss) earnings before equity in income of affiliates and income taxes ( 596,000 ) 750,000 Equity in income of affiliates — 538,000 (Loss) earnings before income taxes ( 596,000 ) 1,288,000 Income tax provision 66,000 79,000 Net (loss) earnings ( 662,000 ) 1,209,000 Less: Net earnings attributable to non-controlling interests 2,000 120,000 Net (loss) earnings attributable to Barnwell Industries, Inc. $ ( 664,000 ) $ 1,089,000 Basic and diluted net (loss) earnings per common share attributable to Barnwell Industries, Inc. stockholders $ ( 0.07 ) $ 0.11 Weighted-average number of common shares outstanding: Basic and diluted 9,996,760 9,956,687 See Notes to Condensed Consolidated Financial Statements 4 BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (Unaudited) Three months ended December 31, 2023 2022 Net (loss) earnings $ ( 662,000 ) $ 1,209,000 Other comprehensive income (loss): Foreign currency translation adjustments, net of taxes of $ 0 30,000 2,000 Retirement plans: Amortization of accumulated other comprehensive gain into net periodic benefit cost, net of taxes of $ 0 ( 21,000 ) ( 20,000 ) Total other comprehensive income (loss) 9,000 ( 18,000 ) Total comprehensive (loss) income ( 653,000 ) 1,191,000 Less: Comprehensive income attributable to non-controlling interests ( 2,000 ) ( 120,000 ) Comprehensive (loss) income attributable to Barnwell Industries, Inc. $ ( 655,000 ) $ 1,071,000 See Notes to Condensed Consolidated Financial Statements 5 BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EQUITY Three months ended December 31, 2023 and 2022 (Unaudited) Shares Outstanding Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income Treasury Stock Non-controlling Interests Total Equity Balance at September 30, 2022 9,956,687 $ 5,062,000 $ 7,351,000 $ 7,720,000 $ 1,294,000 $ ( 2,286,000 ) $ 20,000 $ 19,161,000 Net earnings — — — 1,089,000 — — 120,000 1,209,000 Foreign currency translation adjustments, net of taxes of $ 0 — — — — 2,000 — — 2,000 Distributions to non-controlling interests — — — — — — ( 108,000 ) ( 108,000 ) Share-based compensation — — 115,000 — — — — 115,000 Dividends declared, $ 0.015 per share — — — ( 149,000 ) — — — ( 149,000 ) Retirement plans: Amortization of accumulated other comprehensive gain into net periodic benefit cost, net of taxes of $ 0 — — — — ( 20,000 ) — — ( 20,000 ) Balance at December 31, 2022 9,956,687 $ 5,062,000 $ 7,466,000 $ 8,660,000 $ 1,276,000 $ ( 2,286,000 ) $ 32,000 $ 20,210,000 Balance at September 30, 2023 9,990,778 $ 5,079,000 $ 7,687,000 $ 6,160,000 $ 2,104,000 $ ( 2,286,000 ) $ 13,000 $ 18,757,000 Net (loss) earnings — — — ( 664,000 ) — — 2,000 ( 662,000 ) Foreign currency translation adjustments, net of taxes of $ 0 — — — — 30,000 — — 30,000 Distributions to non-controlling interests — — — — — — ( 4,000 ) ( 4,000 ) Share-based compensation — — 65,000 — — — — 65,000 Issuance of common stock for restricted stock units vested 9,328 5,000 ( 5,000 ) — — — — — Retirement plans: Amortization of accumulated other comprehensive gain into net periodic benefit cost, net of taxes of $ 0 — — — — ( 21,000 ) — — ( 21,000 ) Balance at December 31, 2023 10,000,106 $ 5,084,000 $ 7,747,000 $ 5,496,000 $ 2,113,000 $ ( 2,286,000 ) $ 11,000 $ 18,165,000 See Notes to Condensed Consolidated Financial Statements 6 BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Three months ended December 31, 2023 2022 Cash flows from operating activities: Net (loss) earnings $ ( 662,000 ) $ 1,209,000 Adjustments to reconcile net (loss) earnings to net cash provided by operating activities: Depletion, depreciation, and amortization 1,511,000 840,000 Equity in income of affiliates — ( 538,000 ) Gain on sale of assets — ( 551,000 ) Sale of interest in leasehold land, net of fees paid — ( 233,000 ) Distributions of income from equity investees — 319,000 Retirement benefits income ( 86,000 ) ( 63,000 ) Accretion of asset retirement obligation 200,000 194,000 Non-cash rent income ( 7,000 ) ( 5,000 ) Deferred income tax benefit ( 2,000 ) ( 12,000 ) Asset retirement obligation payments ( 160,000 ) ( 76,000 ) Share-based compensation expense 65,000 115,000 Retirement plan contributions and payments ( 1,000 ) ( 1,000 ) Credit loss expense 37,000 18,000 Foreign currency gain ( 126,000 ) ( 78,000 ) Increase (decrease) from changes in current assets and liabilities 606,000 ( 241,000 ) Net cash provided by operating activities 1,375,000 897,000 Cash flows from investing activities: Distribution from equity investees in excess of earnings — 219,000 Proceeds from sale of interest in leasehold land, net of fees paid — 233,000 Capital expenditures - oil and natural gas ( 1,018,000 ) ( 3,870,000 ) Capital expenditures - all other ( 1,000 ) ( 9,000 ) Advances to operators for capital expenditures — ( 3,464,000 ) Net cash used in investing activities ( 1,019,000 ) ( 6,891,000 ) Cash flows from financing activities: Distributions to non-controlling interests ( 4,000 ) ( 108,000 ) Net cash used in financing activities ( 4,000 ) ( 108,000 ) Effect of exchange rate changes on cash and cash equivalents 41,000 34,000 Net increase (decrease) in cash and cash equivalents 393,000 ( 6,068,000 ) Cash and cash equivalents at beginning of period 2,830,000 12,804,000 Cash and cash equivalents at end of period $ 3,223,000 $ 6,736,000 See Notes to Condensed Consolidated Financial Statements 7 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. 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, 2023 Annual Report on Form 10-K, as amended by our Form 10-K/A Amendment No. 1 (our “2023 Annual Report”). The Condensed Consolidated Balance Sheet as of September 30, 2023 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 December 31, 2023, results of operations, comprehensive (loss) income, equity and cash flows for the three months ended December 31, 2023 and 2022, have been made. The results of operations for the period ended December 31, 2023 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 8 valuation of deferred tax assets, asset retirement obligations, 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 2023 Annual Report. Accounts and Other Receivables Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for credit losses is Barnwell’s best estimate of the amount of current expected credit losses in Barnwell’s existing accounts receivable and is based on the aging of the receivable balances, analysis of historical credit loss rates, and current and future economic conditions affecting collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Barnwell does not have any off-balance sheet credit exposure related to its customers . Derivative Instruments Barnwell utilizes physical forward commodity contracts to mitigate market price risk on its oil and natural gas output when deemed appropriate. Purchase and sale contracts with a fixed price determined at inception are recorded on the consolidated balance sheet as derivative financial instruments if such contracts are readily convertible to cash - unless the contracts are eligible for and elected as the normal purchases and normal sales exception (“NPNS”); in which case, the contracts are recorded on an accrual basis and the Company recognizes the amounts relating to such transactions during the period when the commodities are physically delivered. The Company generally applies the NPNS exception to eligible oil and natural gas contracts to purchase or sell quantities it expects to use or sell in the normal course of business. The Company has not traded in any derivative contracts other than where the NPNS exception is applied, and it does not apply hedge accounting. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which replaces the incurred loss model with an expected loss model referred to as the current expected credit loss (“CECL”) model. The CECL model is applicable to the measurement of credit losses on financial assets measured at amortized cost, including but not limited to trade receivables. The FASB has subsequently issued other related ASUs which amend ASU 2016-13 to provide clarification and additional guidance. The Company adopted the provisions of this ASU effective October 1, 2023. The adoption of this update did not have an impact on Barnwell’s consolidated financial statements. 9 2. (LOSS) EARNINGS PER COMMON SHARE Basic (loss) earnings per share is computed using the weighted-average number of common shares outstanding for the period. Diluted (loss) 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 and nonvested restricted stock units. Potentially dilutive shares are excluded from the computation of diluted (loss) earnings per share if their effect is anti-dilutive. Options to purchase 465,000 shares of common stock and 76,336 restricted stock units were excluded from the computation of diluted shares for the three months ended December 31, 2023, as their inclusion would have been anti-dilutive. Options to purchase 615,000 shares of common stock were excluded from the computation of diluted shares for the three months ended December 31, 2022, as their inclusion would have been anti-dilutive. Reconciliations between net (loss) earnings attributable to Barnwell stockholders and common shares outstanding of the basic and diluted net (loss) earnings per share computations are detailed in the following tables: Three months ended December 31, 2023 Net Loss (Numerator) Shares (Denominator) Per-Share Amount Basic net loss $ ( 664,000 ) 9,996,760 $ ( 0.07 ) Effect of dilutive securities - common stock options and restricted stock units — — Diluted net loss $ ( 664,000 ) 9,996,760 $ ( 0.07 ) Three months ended December 31, 2022 Net Earnings (Numerator) Shares (Denominator) Per-Share Amount Basic net earnings $ 1,089,000 9,956,687 $ 0.11 Effect of dilutive securities - common stock options — — Diluted net earnings $ 1,089,000 9,956,687 $ 0.11 3. 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, 10 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. 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. The partnerships derive income from the sale of residential parcels in Increment I, of which only two lots remain to be sold as of December 31, 2023, 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. Increment II is not yet under development, and there is no assurance that development of such acreage will occur. No definitive development plans have been made by KD II, the developer of Increment II, as of the date of this report. Barnwell has the right to receive distributions from the Kukio Resort Land Development Partnerships via its non-controlling interests in KD Kona and KKM, based on its respective partnership sharing ratios of 75 % and 34.45 %, respectively. No cash distributions were received during the three months ended December 31, 2023. During the three months ended December 31, 2022, Barnwell received cash distributions $ 538,000 from the Kukio Resort Land Development Partnerships resulting in a net amount of $ 478,000 , after distributing $ 60,000 to non-controlling interests. Equity in income of affiliates was nil for the three months ended December 31, 2023, as compared to equity in income of affiliates of $ 538,000 for the three months ended December 31, 2022. Summarized financial information for the Kukio Resort Land Development Partnerships is as follows: Three months ended December 31, 2023 2022 Revenue $ 1,886,000 $ 3,712,000 Gross profit $ 817,000 $ 2,422,000 Net earnings $ 354,000 $ 1,307,000 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 11 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, no equity in income of affiliates was recognized during the three months ended December 31, 2023. Cumulative distributions received from the Kukio Resort Land Development Partnerships in excess of our investment balance was $ 630,000 at December 31, 2023 and $ 708,000 at September 30, 2023. 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 15). 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. No lots were sold during the three months ended December 31, 2023 and two single-family lots, of the 80 lots developed within Increment I, remained to be sold as of December 31, 2023. The following table summarizes the Increment I revenues from KD I and the amount of fees directly related to such revenues: Three months ended December 31, 2023 2022 Sale of interest in leasehold land: Revenues - sale of interest in leasehold land $ — $ 265,000 Fees - included in general and administrative expenses — ( 32,000 ) Sale of interest in leasehold land, net of fees paid $ — $ 233,000 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 KD II, 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. 4. 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 12 development in Oklahoma. BOK and Gros Ventre Partners, LLC (“Gros Ventre”) 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 Ventre 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. 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. December 31, 2023 September 30, 2023 ASSETS Cash and cash equivalents $ 84,000 $ 83,000 Accounts and other receivables 147,000 175,000 Property and equipment: Proved oil and natural gas properties, net (full cost method) 522,000 544,000 Total assets $ 753,000 $ 802,000 LIABILITIES Accounts payable $ 12,000 $ 10,000 Accrued operating and other expenses 13,000 15,000 Total liabilities $ 25,000 $ 25,000 5. OIL AND NATURAL GAS PROPERTIES Fiscal 2023 Investments and Acquisitions In December 2022, Barnwell Texas, LLC (“Barnwell Texas”), a new wholly-owned subsidiary of the Company, entered into a purchase and sale agreement with an independent third party whereby Barnwell Texas acquired a 22.3 % non-operated working interest in oil and natural gas leasehold acreage in the Permian Basin in Texas for cash consideration of $ 806,000 . Additionally, in connection with the purchase of such leasehold interests, Barnwell Texas acquired a 15.4 % non-operated working interest in two oil wells in the Wolfcamp Formation in Loving and Ward Counties, Texas and had paid $ 4,293,000 for its share of the costs to drill, complete, and equip the wells in the three months ended December 31, 2022. 13 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 were no reductions to the carrying value of our oil and natural gas properties during the three months ended December 31, 2023 and 2022. Changes in the 12-month 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 market value of unproved properties, impact the determination of the maximum carrying value of oil and natural gas properties. Based on the 12-month rolling average first-day-of-the-month prices for January and February 2024, it is reasonably possible that we will incur a ceiling test impairment in the Company's second quarter ending March 31, 2024. The Company is currently unable to estimate a range of the amount of any potential future reduction in carrying value as variables that impact the ceiling limitation are dependent upon actual results through the end of March 2024. 6. RETIREMENT PLANS Barnwell sponsors a noncontributory defined benefit pension plan (“Pension Plan”) covering substantially all of its U.S. employees and a noncontributory Supplemental Executive Retirement Plan (“SERP”), which covers certain current and former employees of Barnwell for amounts exceeding the limits allowed under the Pension Plan. Effective December 31, 2019, the accrual of benefits for all participants in the Pension Plan and SERP was frozen and the plans were closed to new participants from that point forward. The following table details the components of net periodic benefit (income) cost for Barnwell’s retirement plans: Pension Plan SERP Three months ended December 31, 2023 2022 2023 2022 Interest cost $ 103,000 $ 102,000 $ 24,000 $ 22,000 Expected return on plan assets ( 192,000 ) ( 167,000 ) — — Amortization of net actuarial gain — — ( 21,000 ) ( 20,000 ) Net periodic benefit (income) cost $ ( 89,000 ) $ ( 65,000 ) $ 3,000 $ 2,000 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 planned to be made to the Pension Plan during fiscal 2024. The SERP plan is unfunded and Barnwell funds benefits when payments are made. Expected payments under the SERP for fiscal 2024 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. 14 7. INCOME TAXES The components of (loss) earnings before income taxes, after adjusting the (loss) earnings for non-controlling interests, are as follows: Three months ended December 31, 2023 2022 United States $ ( 689,000 ) $ 18,000 Canada 91,000 1,150,000 $ ( 598,000 ) $ 1,168,000 The components of the income tax provision are as follows: Three months ended December 31, 2023 2022 Current $ 68,000 $ 91,000 Deferred ( 2,000 ) ( 12,000 ) $ 66,000 $ 79,000 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. The Company operates two subsidiaries in Canada, one of which is a U.S. corporation operating as a branch in Canada that is treated as a non-resident for Canadian tax purposes and thus has operating results that cannot be offset against or combined with the other Canadian subsidiary that files as a resident for Canadian tax purposes. 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. As such, Barnwell receives no benefit from consolidated or unitary losses and, therefore, is subject to Oklahoma state taxes. Our operations in Texas are subject to a franchise tax assessed by the state of Texas, however no significant amounts have been incurred to date. 15 8. REVENUE FROM CONTRACTS WITH CUSTOMERS Disaggregation of Revenue The following tables provides information about disaggregated revenue by revenue streams, reportable segments, geographical region, and timing of revenue recognition for the three months ended December 31, 2023 and 2022. Three months ended December 31, 2023 Oil and natural gas Contract drilling Land investment Other Total Revenue streams: Oil $ 3,892,000 $ — $ — $ — $ 3,892,000 Natural gas 712,000 — — — 712,000 Natural gas liquids 526,000 — — — 526,000 Drilling and pump — 993,000 — — 993,000 Other — — — 17,000 17,000 Total revenues before interest income $ 5,130,000 $ 993,000 $ — $ 17,000 $ 6,140,000 Geographical regions: United States $ 754,000 $ 993,000 $ — $ 1,000 $ 1,748,000 Canada 4,376,000 — — 16,000 4,392,000 Total revenues before interest income $ 5,130,000 $ 993,000 $ — $ 17,000 $ 6,140,000 Timing of revenue recognition: Goods transferred at a point in time $ 5,130,000 $ — $ — $ 17,000 $ 5,147,000 Services transferred over time — 993,000 — — 993,000 Total revenues before interest income $ 5,130,000 $ 993,000 $ — $ 17,000 $ 6,140,000 Three months ended December 31, 2022 Oil and natural gas Contract drilling Land investment Other Total Revenue streams: Oil $ 3,484,000 $ — $ — $ — $ 3,484,000 Natural gas 1,302,000 — — — 1,302,000 Natural gas liquids 440,000 — — — 440,000 Drilling and pump — 1,948,000 — — 1,948,000 Contingent residual payments — — 265,000 — 265,000 Other — — — 43,000 43,000 Total revenues before interest income $ 5,226,000 $ 1,948,000 $ 265,000 $ 43,000 $ 7,482,000 Geographical regions: United States $ 517,000 $ 1,948,000 $ 265,000 $ 2,000 $ 2,732,000 Canada 4,709,000 — — 41,000 4,750,000 Total revenues before interest income $ 5,226,000 $ 1,948,000 $ 265,000 $ 43,000 $ 7,482,000 Timing of revenue recognition: Goods transferred at a point in time $ 5,226,000 $ — $ 265,000 $ 43,000 $ 5,534,000 Services transferred over time — 1,948,000 — — 1,948,000 Total revenues before interest income $ 5,226,000 $ 1,948,000 $ 265,000 $ 43,000 $ 7,482,000 16 Contract Balances The following table provides information about accounts receivables, contract assets and contract liabilities from contracts with customers: December 31, 2023 September 30, 2023 September 30, 2022 Accounts receivables from contracts with customers $ 2,902,000 $ 2,931,000 $ 4,038,000 Contract assets 881,000 958,000 580,000 Contract liabilities 232,000 377,000 1,087,000 Accounts receivables from contracts with customers are included in "Accounts and other receivables, net of allowance for credit losses," in the accompanying Condensed Consolidated Balance Sheets and contract assets, which includes costs and estimated earnings in excess of billings and retainage, are included in “Other current assets” in the accompanying Condensed Consolidated Balance Sheets. 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 December 31, 2023 and September 30, 2023, the Company had $ 232,000 and $ 377,000 , respectively, included in “Other current liabilities” in the accompanying Condensed Consolidated Balance Sheets for those performance obligations expected to be completed in the next twelve months. During the three months ended December 31, 2023 and 2022, the amount of revenue recognized that was previously included in contract liabilities as of the beginning of the respective period was $ 229,000 and $ 523,000 , 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. 17 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 December 31, 2023, the Company had three contract drilling jobs with original expected durations of greater than one year. For these contracts, approximately 100 % of the remaining performance obligation of $ 371,000 is expected to be recognized as revenue in the next twelve months. 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 December 31, 2023 and September 30, 2023, the Company had $ 423,000 and $ 504,000 , respectively, in unamortized preconstruction costs related to contracts that were not completed. During the three months ended December 31, 2023 and 2022, 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 months ended December 31, 2023 and 2022. 18 9. SEGMENT INFORMATION Barnwell operates the following segments: 1) acquiring, developing, producing and selling oil and natural gas in Canada and the U.S. (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 December 31, 2023 2022 Revenues: Oil and natural gas $ 5,130,000 $ 5,226,000 Contract drilling 993,000 1,948,000 Land investment — 265,000 Other 17,000 43,000 Total before interest income 6,140,000 7,482,000 Interest income 15,000 29,000 Total revenues $ 6,155,000 $ 7,511,000 Depletion, depreciation, and amortization: Oil and natural gas $ 1,458,000 $ 796,000 Contract drilling 52,000 43,000 Other 1,000 1,000 Total depletion, depreciation, and amortization $ 1,511,000 $ 840,000 Operating profit (loss) (before general and administrative expenses): Oil and natural gas $ 881,000 $ 1,986,000 Contract drilling ( 228,000 ) 48,000 Land investment — 265,000 Other 16,000 42,000 Gain on sale of assets — 551,000 Total operating profit 669,000 2,892,000 Equity in income of affiliates: Land investment — 538,000 General and administrative expenses ( 1,404,000 ) ( 2,249,000 ) Foreign currency gain 126,000 78,000 Interest expense ( 2,000 ) — Interest income 15,000 29,000 (Loss) earnings before income taxes $ ( 596,000 ) $ 1,288,000 19 10. ACCUMULATED OTHER COMPREHENSIVE INCOME The changes in each component of accumulated other comprehensive income were as follows: Three months ended December 31, 2023 2022 Foreign currency translation: Beginning accumulated foreign currency translation $ 220,000 $ 222,000 Change in cumulative translation adjustment before reclassifications 30,000 2,000 Income taxes — — Net current period other comprehensive income 30,000 2,000 Ending accumulated foreign currency translation 250,000 224,000 Retirement plans: Beginning accumulated retirement plans benefit income 1,884,000 1,072,000 Amortization of net actuarial gain ( 21,000 ) ( 20,000 ) Income taxes — — Net current period other comprehensive loss ( 21,000 ) ( 20,000 ) Ending accumulated retirement plans benefit income 1,863,000 1,052,000 Accumulated other comprehensive income, net of taxes $ 2,113,000 $ 1,276,000 The amortization of net actuarial gain 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 6 for additional details). 11. 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 assumptions used in the calculation of estimated discounted cash flows were primarily Level 3 assumptions; assumptions 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 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 20 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. 12. STOCKHOLDERS' EQUITY Restricted Stock Units On November 2, 2023, the Board of Directors of the Company granted a total of 76,336 restricted stock units to the independent directors of the Board as partial payment of director fees for their service as members of the Board. The restricted stock units vest ratably over a three-year period, subject to the director’s continued service through the applicable vesting dates. The following table summarizes Barnwell’s restricted stock unit activity from October 1, 2023 through December 31, 2023: Restricted Stock Units Shares Weighted-Average Grant Date Fair Value Nonvested at October 1, 2023 — $ — Granted 76,336 2.62 Vested — — Forfeited — — Nonvested at December 31, 2023 76,336 $ 2.62 Compensation cost for restricted stock unit awards is measured at fair value and is recognized as an expense over the requisite service period. During the three months ended December 31, 2023, the Company recognized share-based compensation expense related to restricted stock units of $ 30,000 . There was no share-based compensation expense related to restricted stock units recognized during the three months ended December 31, 2022. As of December 31, 2023, the total remaining unrecognized compensation cost related to nonvested restricted stock units was $ 170,000 , which is expected to be recognized over the weighted-average remaining requisite service period of 1.8 years. Cash Dividend No dividends were declared or paid during the three months ended December 31, 2023. During the three months ended December 31, 2022, the Company's Board of Directors declared a cash dividend of $ 0.015 per share that was paid on January 11, 2023 to stockholders of record on December 27, 2022. 13. 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. 21 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. The pump installation and removal test was successfully completed. 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 December 31, 2023 for any further costs related to this contract as there is no related probable or estimable contingent liability. 14. INFORMATION RELATING TO THE CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Three months ended December 31, 2023 2022 Supplemental disclosure of cash flow information: Cash paid during the year for: Income taxes paid $ 44,000 $ — Capital expenditure accruals related to oil and natural gas exploration and development decreased $ 523,000 and $ 1,405,000 during the three months ended December 31, 2023 and 2022, respectively. Additionally, capital expenditure accruals related to oil and natural gas asset retirement obligations increased $ 115,000 and $ 150,000 during the three months ended December 31, 2023 and 2022, respectively. 15. 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 3. No lots were sold during the three months ended December 31, 2023. During the three months ended December 31, 2022, Kaupulehu Developments received $ 265,000 in percentage of sales payments from KD I from the sale of one single-family lot within Phase II of Increment I. 22