7 unchanged sentences
These actions would result in dilution of the ownership interests of existing stockholders and may further dilute common stock book value, and that dilution may be material.
−Removed: A related effect of such issuances may enhance existing large stockholders’ influence on the Company, including that of Alexander Kinzler, our Chief Executive Officer.
−Removed: A small number of stockholders, including our CEO, own a significant amount of our common stock and may have influence over the Company.
−Removed: As of September 30, 2023, the CEO, who is a member of the Board of Directors, and two other stockholders hold approximately 44% of our outstanding common stock.
+Added: A related effect of such issuances may enhance existing large stockholders’ influence on the Company, including that of Alexander Kinzler, our General Counsel and Secretary.
+Added: A small number of stockholders, including our General Counsel and Secretary, own a significant amount of our common stock and may have influence over the Company.
+Added: As of September 30, 2024, our General Counsel and Secretary, who is the Executive Chairman of the Board of Directors, and two other stockholders hold approximately 48% of our outstanding common stock.
The interests of one or more of these stockholders may not always coincide with the interests of other stockholders.
9 unchanged sentences
Adverse changes in actuarial assumptions used to calculate retirement plan costs due to economic or other factors, or lower returns on plan assets could adversely affect Barnwell’s results and financial condition.
−Removed: Retirement plan cash funding obligations and plan expenses and obligations are subject to a high degree of uncertainty and could increase in future years depending on numerous factors, including the performance of the financial markets, specifically the equity markets, levels of interest rates, and the cost of health care insurance premiums.
+Added: Retirement plan cash funding obligations and plan expenses and obligations are subject to a high degree of uncertainty and could increase in future years depending on numerous factors, including the performance of the financial markets, specifically the equity markets and levels of interest rates.
+Added: Declines in the price of our common stock could adversely affect the value of an asset on our balance sheet and our stockholders’ equity.
+Added: Currently, Barnwell’s pension plan is overfunded, meaning that the current fair value of the assets held by the pension plan exceeds the estimated current accumulated benefit obligation of the pension plan.
+Added: The overfunded amount is included on our balance sheet as an asset titled “Asset for retirement benefits.” As of September 30, 2024, the value of that asset was $4,899,000, which represented 16% of the Company’s total assets of $30,669,000 and 38% of our stockholders’ equity.
+Added: A decline in the value of our pension plan’s investments overall, or of any one investment, could reduce the value of “Asset for retirement benefits.”
+Added: A portion of the pension plan’s investments is in publicly traded stocks, one of which is Barnwell’s common stock.
+Added: As of September 30, 2024, the value of the Barnwell common stock held by the pension plan was $934,000, representing approximately 7% of the fair market value of the pension plan’s assets.
+Added: A decline in the price of our common stock would also have the effect of reducing the value of our “Asset for retirement benefits,” total assets and our stockholders’ equity.
The price of our common stock has been volatile and could continue to fluctuate substantially.
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As a smaller reporting company, we are not required to provide this information.
−Removed: We face various risks and uncertainties related to public health crises, including the COVID-19 pandemic.
−Removed: The COVID-19 pandemic and its consequences may have a material adverse effect on us.
−Removed: We face various risks and uncertainties related to public health crises, including the global COVID-19 pandemic, which has disrupted financial markets and significantly impacted worldwide economic activity.
−Removed: The future impact of the COVID-19 pandemic as well as mandatory and voluntary actions taken to mitigate the public health impact of the pandemic may have a material adverse effect on our financial condition.
−Removed: The COVID-19 pandemic and social and governmental responses to the pandemic have caused, and may continue to cause, severe economic, market and other disruptions worldwide.
−Removed: Although the COVID-19 pandemic and related societal and government responses have not, to date, had a material impact on our business or financial results, the extent to which COVID-19 and related actions may, in the future, impact our operations cannot be predicted with any degree of confidence.
−Removed: As a result, we cannot at this time predict the direct or indirect impact on us of the COVID-19 pandemic, but it could have a material adverse effect on our business, financial condition, liquidity, results of operations and prospects.
Risks Related to Oil and Natural Gas Segment
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The wells we drill or participate in may not be productive, and we may not recover all or any portion of our investment in those wells.
−Removed: If future oil and natural gas segment acquisition and development activities are not successful it could have an adverse effect on our future results of operations and financial condition.
+Added: If future oil
+Added: and natural gas segment acquisition and development activities are not successful it could have an adverse effect on our future results of operations and financial condition.
Oil and natural gas prices are highly volatile and further declines, or extended low prices will significantly affect our financial condition and results of operations.
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Although we have recorded a provision in our financial statements relating to our estimated future environmental and reclamation obligations that we believe is reasonable, we cannot guarantee that we will be able to satisfy our actual future environmental and reclamation obligations.
−Removed: Barnwell's oil and natural gas segment is subject to the provisions of the AER’s Licensee Life-Cycle Management Program via a Licensee Capability Assessment (“LCA”).
+Added: Barnwell's oil and natural gas segment is subject to the provisions of the Alberta Energy Regulator’s (“AER”) Licensee Life-Cycle Management Program via a Licensee Capability Assessment (“LCA”).
Under this program the AER assesses the corporate health of the Company and considers a wider variety of factors than those considered under the previous program.
−Removed: The LCA establishes clear expectations for industry with regards
−Removed: to the management of liabilities throughout the entire lifecycle of oil and gas projects.
+Added: The LCA establishes clear expectations for industry with regards to the management of liabilities throughout the entire lifecycle of oil and gas projects.
Factors considered are grouped into six factor groups, these being current financial distress, liability magnitude, resources lifespan, operations compliance, closure efficiency and administrative compliance.
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In connection with these assessments, we perform a review of the subject properties that we believe to be generally consistent with industry practices.
−Removed: Our review will not reveal all existing or potential problems nor will it permit us to become sufficiently familiar with the properties to fully assess their deficiencies and potential recoverable reserves.
+Added: Our review will not reveal all existing or potential problems nor will it permit us to become sufficiently familiar with the properties to fully assess
+Added: their deficiencies and potential recoverable reserves.
Inspections may not always be performed on every well, and environmental problems are not necessarily observable even when an inspection is undertaken.
Even when problems are identified, the seller of the properties may be unwilling or unable to provide effective contractual protection against all or part of the problems.
−Removed: We often are not entitled to contractual
−Removed: indemnification for environmental liabilities or title defects in excess of the amounts claimed by us before closing and acquire properties on an “as is” basis.
+Added: We often are not entitled to contractual indemnification for environmental liabilities or title defects in excess of the amounts claimed by us before closing and acquire properties on an “as is” basis.
There are numerous uncertainties inherent in estimating quantities of proved oil and gas reserves and future production rates and costs with respect to acquired properties, and actual results may vary substantially from those assumed in the estimates.
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Risks we face while completing our wells include, but are not limited to, the inability to fracture the planned number of stages, the inability to run tools and other equipment the entire length of the well bore during completion operations, the inability to recover such tools and other equipment, and the inability to successfully clean out the well bore after completion of the final fracture stimulation.
−Removed: Ultimately, the success of these drilling and completion techniques can only be evaluated over time as more wells are drilled and production profiles are established over a sufficiently
−Removed: long time period.
+Added: Ultimately, the success of these drilling and completion techniques can only be
+Added: evaluated over time as more wells are drilled and production profiles are established over a sufficiently long time period.
If our drilling results are less than anticipated or we are unable to execute our drilling program because of capital constraints, lease expirations, limited access to gathering systems and takeaway capacity, and/or prices for crude oil, natural gas, and natural gas liquids decline, then the return on our investment for a particular project may not be as attractive as we anticipated and we could incur material write-downs of oil and gas properties and the value of our undeveloped acreage could decline in the future.
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We could face substantial losses if an event occurs for which we are not fully insured or are not indemnified against or a customer or insurer fails to meet its indemnification or insurance obligations.
−Removed: In addition, there can be no assurance that insurance will continue to be available to cover any or all of these risks, or, even if available, that insurance premiums or other costs will not rise significantly in the future, so as to make the cost of such insurance prohibitive.
+Added: In addition, there can be no assurance that insurance will continue to be available to cover any or all of these risks, or, even if available, that
+Added: insurance premiums or other costs will not rise significantly in the future, so as to make the cost of such insurance prohibitive.
Deficiencies in operating practices and record keeping, if any, may increase our risks and liabilities relating to incidents such as spills and releases and may increase the level of regulatory enforcement actions.
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In addition, governmental regulations may discourage our customers’ activities, reducing demand for our products and services.
+Added: Changes in U.S.
+Added: trade policy, including the imposition of tariffs and the resulting consequences, could adversely affect our business, prospects, financial condition, and operating results.
+Added: There is currently significant uncertainty about the future relationship between the United States and Canada, including potential changes with respect to trade policies, treaties, tariffs, taxes, and other limitations on cross-border operations.
+Added: Because most of our oil and natural gas production is in Canada, changes in tariffs, trade barriers, and other regulatory requirements could have an adverse effect on our business, prospects, financial condition and operating results, the extent of which cannot be predicted with certainty at this time.
Legislation, regulation, and other government actions and shifting customer preferences and other private efforts related to greenhouse gas (“GHG”) emissions and climate change could increase our operational costs and reduce demand for our oil and natural gas, resulting in a material adverse effect on the Company’s results of operations and financial condition.
−Removed: Barnwell may experience challenges from the impacts of international and domestic legislation, regulation, or other government actions relating to GHG emissions (e.g., carbon dioxide and methane) and climate change.
+Added: Barnwell may experience challenges from the impacts of international and domestic legislation, regulation, or other government actions relating to GHG emissions (e.g., carbon dioxide and methane) and
+Added: climate change.
International agreements and national, regional, and state legislation and regulatory measures that aim to directly or indirectly limit or reduce GHG emissions are in various stages of implementation.
3 unchanged sentences
adversely affect the economic feasibility of the Company’s resources;
−Removed: impact or limit our
−Removed: business plans;
+Added: impact or limit our business plans;
and adversely affect the Company’s sales volumes, revenues, margins and reputation.
8 unchanged sentences
Risks Related to Land Investment Segment
−Removed: Receipt of future payments from KD I and KD II and cash distributions from the Kukio Resort Land Development Partnerships is dependent upon the developer’s continued efforts and ability to develop and market the property.
−Removed: We are entitled to receive future payments based on a percentage of the sales prices of residential lots sold within the Kaupulehu area by KD I and KD II as well as a percentage of future distributions KD II makes to its members.
−Removed: However, in order to collect such payments we are reliant upon the developer, KD I and KD II, in which we own a non-controlling ownership interest, to continue to market the remaining lots within Increment I and to proceed with the development or sale of the remaining portion of Increment II.
−Removed: Additionally, future cash distributions from the Kukio Resort Land Development Partnerships, which includes KD I and KD II, are also dependent on future lot sales in Increment I by KD I and the development or sale of Increment II by KD II.
−Removed: It is uncertain when or if KD II will develop or sell the remaining portion of Increment II, and there is no assurance with regards to the amounts of future sales from Increments I and II.
−Removed: We do not have a controlling interest in the partnerships, and therefore are dependent on the general partner for development decisions.
−Removed: The receipt of future payments and cash distributions could be jeopardized if the developer fails to proceed with development and marketing of the property.
+Added: Receipt of future payments from KD II and cash distributions from the Kukio Resort Land Development Partnerships is dependent upon the developer’s continued efforts and ability to develop the property.
+Added: We are entitled to receive future payments based on a percentage of the sales prices of residential lots sold within the Kaupulehu area by KD II as well as a percentage of future distributions KD II makes to its members.
+Added: However, in order to collect such payments we are reliant upon the developer, KD II, in which we own a non-controlling ownership interest, to proceed with the development or sale of the remaining portion of Increment II.
+Added: Additionally, future cash distributions from the Kukio Resort Land Development Partnerships, which includes KD II, are also dependent on the development or sale of Increment II by KD II.
+Added: It is uncertain when or if KD II will develop or sell the remaining portion of Increment II, and there is no assurance with regards to the amounts of future sales from Increment II.
+Added: do not have a controlling interest in the partnerships, and therefore are dependent on the general partner for development decisions.
+Added: The receipt of future payments and cash distributions could be jeopardized if the developer fails to proceed with development of the property.
We hold investment interests in unconsolidated land development partnerships, which are accounted for using the equity method of accounting, in which we do not have a controlling interest.
19 unchanged sentences
Demand for services is highly dependent upon land development activities in the state of Hawaii.
−Removed: The real estate development industry is cyclical in nature and is particularly vulnerable to shifts in local, regional, and national economic conditions outside of our control such as interest rates, housing demand,
−Removed: population growth, employment levels and job growth and property taxes.
+Added: The real estate development industry is cyclical in nature and is particularly vulnerable to shifts in local, regional, and national economic conditions outside of our control such as interest rates, housing demand, population growth, employment levels and job growth and property taxes.
A decrease in water well drilling and/or pump installation contracts will result in decreased revenues and operating results.
17 unchanged sentences
We are dependent on various well drilling and pump installation equipment to conduct our contract drilling segment operations.
−Removed: The shortage of and/or delay in delivery of such equipment, such as pumps, interruptions in supply, and price increases of such equipment and materials due to supply chain issues and manufacturing disruptions could adversely impact our gross margin and results of operations.
+Added: The shortage of and/or delay in delivery of such equipment, such as pumps,
+Added: interruptions in supply, and price increases of such equipment and materials due to supply chain issues and manufacturing disruptions could adversely impact our gross margin and results of operations.
Awarding of contracts is dependent upon our ability to obtain contract bid and performance bonds from insurers.
6 unchanged sentences
The occurrence of a natural disaster in Hawaii such as, but not limited to, earthquakes, landslides, hurricanes, tornadoes, tsunamis, volcanic activity, droughts and floods, could have a material adverse effect on our ability to complete our contracts.
−Removed: UNRESOLVED STAFF COMMENTS
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.