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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
☒
Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the quarterly period ended March 31, 2023
or
☐
Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Commission File Number 1-5103
BARNWELL INDUSTRIES, INC.
(Exact name of registrant as specified in its
charter)
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Delaware |
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72-0496921 |
(State or other jurisdiction of incorporation or
organization) |
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(I.R.S. Employer Identification No.) |
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1100 Alakea Street, Suite 500, Honolulu, Hawaii
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96813 |
(Address of principal executive offices) |
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(Zip code) |
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(808) 531-8400
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(Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, $0.50 par value |
BRN |
NYSE American |
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject
to such filing requirements for the past 90
days. ☒
Yes ☐ No
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period
that the registrant was required to submit such
files). ☒
Yes ☐ No
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and "emerging growth company" in
Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
☐ |
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Accelerated filer |
☐ |
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Non-accelerated filer |
☒ |
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Smaller reporting company |
☒ |
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Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
☐
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange
Act). ☐
Yes ☒ No
As of May 5, 2023 there were 9,956,687 shares of common stock,
par value $0.50, outstanding.
BARNWELL INDUSTRIES, INC.
AND SUBSIDIARIES
INDEX
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
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March 31,
2023 |
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September 30,
2022 |
ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ |
5,779,000 |
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$ |
12,804,000 |
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Accounts and other receivables, net of allowance for doubtful
accounts of:
$249,000 at March 31, 2023; $231,000 at September
30, 2022
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2,965,000 |
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4,361,000 |
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Income taxes receivable |
13,000 |
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— |
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Other current assets |
3,043,000 |
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2,932,000 |
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Total current assets |
11,800,000 |
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20,097,000 |
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Asset for retirement benefits |
3,515,000 |
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3,385,000 |
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Operating lease right-of-use assets |
94,000 |
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132,000 |
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Property and equipment: |
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Oil and natural gas properties, full cost method of
accounting: |
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Proved properties |
71,270,000 |
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67,883,000 |
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Advances to operators for capital expenditures |
481,000 |
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— |
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Unproved properties |
4,873,000 |
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— |
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Drilling rigs and other property and equipment |
6,960,000 |
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6,923,000 |
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Total property and equipment |
83,584,000 |
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74,806,000 |
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Accumulated depletion, impairment, depreciation, and
amortization |
(63,494,000) |
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(61,205,000) |
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Total property and equipment, net |
20,090,000 |
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13,601,000 |
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Total assets |
$ |
35,499,000 |
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$ |
37,215,000 |
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LIABILITIES AND EQUITY |
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Current liabilities: |
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Accounts payable |
$ |
1,808,000 |
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$ |
1,462,000 |
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Accrued capital expenditures |
1,565,000 |
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1,655,000 |
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Accrued compensation |
456,000 |
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999,000 |
|
Accrued operating and other expenses |
1,294,000 |
|
|
1,576,000 |
|
|
|
|
|
Current portion of asset retirement obligation |
1,453,000 |
|
|
1,327,000 |
|
Other current liabilities |
970,000 |
|
|
1,908,000 |
|
Total current liabilities |
7,546,000 |
|
|
8,927,000 |
|
|
|
|
|
Long-term debt |
— |
|
|
44,000 |
|
Operating lease liabilities |
69,000 |
|
|
117,000 |
|
|
|
|
|
Liability for retirement benefits |
1,692,000 |
|
|
1,649,000 |
|
Asset retirement obligation |
7,197,000 |
|
|
7,129,000 |
|
Deferred income tax liabilities |
131,000 |
|
|
188,000 |
|
Total liabilities |
16,635,000 |
|
|
18,054,000 |
|
Commitments and contingencies |
|
|
|
Equity: |
|
|
|
Common stock, par value $0.50 per share; authorized, 40,000,000
shares:
10,124,587 issued at March 31, 2023 and
September 30, 2022
|
5,062,000 |
|
|
5,062,000 |
|
Additional paid-in capital |
7,541,000 |
|
|
7,351,000 |
|
Retained earnings |
7,273,000 |
|
|
7,720,000 |
|
Accumulated other comprehensive income, net |
1,256,000 |
|
|
1,294,000 |
|
Treasury stock, at cost: 167,900 shares at March 31, 2023 and
September 30, 2022
|
(2,286,000) |
|
|
(2,286,000) |
|
Total stockholders’ equity
|
18,846,000 |
|
|
19,141,000 |
|
Non-controlling interests |
18,000 |
|
|
20,000 |
|
Total equity |
18,864,000 |
|
|
19,161,000 |
|
Total liabilities and equity |
$ |
35,499,000 |
|
|
$ |
37,215,000 |
|
See Notes to Condensed Consolidated Financial
Statements
BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
March 31, |
|
Six months ended
March 31, |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
Revenues: |
|
|
|
|
|
|
|
Oil and natural gas |
$ |
3,686,000 |
|
|
$ |
5,133,000 |
|
|
$ |
8,912,000 |
|
|
$ |
9,053,000 |
|
Contract drilling |
1,501,000 |
|
|
818,000 |
|
|
3,449,000 |
|
|
1,694,000 |
|
Sale of interest in leasehold land |
— |
|
|
695,000 |
|
|
265,000 |
|
|
1,295,000 |
|
Gas processing and other |
52,000 |
|
|
33,000 |
|
|
124,000 |
|
|
91,000 |
|
|
5,239,000 |
|
|
6,679,000 |
|
|
12,750,000 |
|
|
12,133,000 |
|
Costs and expenses: |
|
|
|
|
|
|
|
Oil and natural gas operating |
2,267,000 |
|
|
2,126,000 |
|
|
4,711,000 |
|
|
4,042,000 |
|
Contract drilling operating |
1,401,000 |
|
|
918,000 |
|
|
3,258,000 |
|
|
1,898,000 |
|
General and administrative |
2,050,000 |
|
|
2,241,000 |
|
|
4,299,000 |
|
|
4,071,000 |
|
Depletion, depreciation, and amortization |
761,000 |
|
|
618,000 |
|
|
1,601,000 |
|
|
1,101,000 |
|
|
|
|
|
|
|
|
|
Foreign currency gain |
(2,000) |
|
|
— |
|
|
(80,000) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of assets |
— |
|
|
— |
|
|
(551,000) |
|
|
— |
|
|
6,477,000 |
|
|
5,903,000 |
|
|
13,238,000 |
|
|
11,112,000 |
|
(Loss) earnings before equity in income of affiliates and income
taxes |
(1,238,000) |
|
|
776,000 |
|
|
(488,000) |
|
|
1,021,000 |
|
Equity in income of affiliates |
— |
|
|
1,760,000 |
|
|
538,000 |
|
|
2,967,000 |
|
(Loss) earnings before income taxes |
(1,238,000) |
|
|
2,536,000 |
|
|
50,000 |
|
|
3,988,000 |
|
Income tax (benefit) provision |
(3,000) |
|
|
138,000 |
|
|
76,000 |
|
|
250,000 |
|
Net (loss) earnings |
(1,235,000) |
|
|
2,398,000 |
|
|
(26,000) |
|
|
3,738,000 |
|
Less: Net earnings attributable to non-controlling
interests |
2,000 |
|
|
346,000 |
|
|
122,000 |
|
|
613,000 |
|
Net (loss) earnings attributable to
Barnwell Industries, Inc. |
$ |
(1,237,000) |
|
|
$ |
2,052,000 |
|
|
$ |
(148,000) |
|
|
$ |
3,125,000 |
|
Basic and diluted net (loss) earnings per common share attributable
to Barnwell Industries, Inc. stockholders |
$ |
(0.12) |
|
|
$ |
0.21 |
|
|
$ |
(0.01) |
|
|
$ |
0.33 |
|
Weighted-average number of common shares outstanding: |
|
|
|
|
|
|
|
Basic and diluted |
9,956,687 |
|
|
9,570,989 |
|
|
9,956,687 |
|
|
9,507,955 |
|
See Notes to Condensed Consolidated Financial
Statements
BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)
INCOME
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
March 31, |
|
Six months ended
March 31, |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
Net (loss) earnings |
$ |
(1,235,000) |
|
|
$ |
2,398,000 |
|
|
$ |
(26,000) |
|
|
$ |
3,738,000 |
|
Other comprehensive (loss) income: |
|
|
|
|
|
|
|
Foreign currency translation adjustments, net of taxes of
$0
|
— |
|
|
12,000 |
|
|
2,000 |
|
|
(13,000) |
|
Retirement plans: |
|
|
|
|
|
|
|
Amortization of accumulated other comprehensive gain into net
periodic benefit cost, net of taxes of $0
|
(20,000) |
|
|
— |
|
|
(40,000) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive (loss) income |
(20,000) |
|
|
12,000 |
|
|
(38,000) |
|
|
(13,000) |
|
Total comprehensive (loss) income |
(1,255,000) |
|
|
2,410,000 |
|
|
(64,000) |
|
|
3,725,000 |
|
Less: Comprehensive income attributable to non-controlling
interests |
(2,000) |
|
|
(346,000) |
|
|
(122,000) |
|
|
(613,000) |
|
Comprehensive (loss) income attributable to
Barnwell Industries, Inc. |
$ |
(1,257,000) |
|
|
$ |
2,064,000 |
|
|
$ |
(186,000) |
|
|
$ |
3,112,000 |
|
See Notes to Condensed Consolidated Financial
Statements
BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
Three months ended March 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 December 31, 2021 |
9,446,783 |
|
|
$ |
4,807,000 |
|
|
$ |
4,846,000 |
|
|
$ |
3,429,000 |
|
|
$ |
7,000 |
|
|
$ |
(2,286,000) |
|
|
$ |
24,000 |
|
|
$ |
10,827,000 |
|
Net earnings |
— |
|
|
— |
|
|
— |
|
|
2,052,000 |
|
|
— |
|
|
— |
|
|
346,000 |
|
|
2,398,000 |
|
Foreign currency translation adjustments, net of taxes of
$0
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
12,000 |
|
|
— |
|
|
— |
|
|
12,000 |
|
Distributions to non-controlling interests |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(306,000) |
|
|
(306,000) |
|
Share-based compensation |
— |
|
|
— |
|
|
173,000 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
173,000 |
Issuance of common stock for services |
437 |
|
|
— |
|
|
1,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
1,000 |
|
Issuance of common stock, net of costs |
509,467 |
|
|
255,000 |
|
|
2,101,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2,356,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
Net (loss) earnings |
— |
|
|
— |
|
|
— |
|
|
(1,237,000) |
|
|
— |
|
|
— |
|
|
2,000 |
|
|
(1,235,000) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to non-controlling interests |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(16,000) |
|
|
(16,000) |
|
Share-based compensation |
— |
|
|
— |
|
|
75,000 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
75,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared, $0.015 per share
|
— |
|
|
— |
|
|
— |
|
|
(150,000) |
|
|
— |
|
|
— |
|
|
— |
|
|
(150,000) |
|
Retirement plans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of accumulated other comprehensive gain into net
periodic benefit cost, net of taxes of $0
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(20,000) |
|
|
— |
|
|
— |
|
|
(20,000) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2023 |
9,956,687 |
|
|
$ |
5,062,000 |
|
|
$ |
7,541,000 |
|
|
$ |
7,273,000 |
|
|
$ |
1,256,000 |
|
|
$ |
(2,286,000) |
|
|
$ |
18,000 |
|
|
$ |
18,864,000 |
|
See Notes to Condensed Consolidated Financial
Statements
BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
Six months ended March 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, 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 |
— |
|
|
— |
|
|
— |
|
|
3,125,000 |
|
|
— |
|
|
— |
|
|
613,000 |
|
|
3,738,000 |
|
Foreign currency translation adjustments, net of taxes of
$0
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(13,000) |
|
|
— |
|
|
— |
|
|
(13,000) |
|
Distributions to non-controlling interests |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(557,000) |
|
|
(557,000) |
|
Share-based compensation |
— |
|
|
— |
|
|
427,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
427,000 |
|
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 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 (loss) earnings |
— |
|
|
— |
|
|
— |
|
|
(148,000) |
|
|
— |
|
|
— |
|
|
122,000 |
|
|
(26,000) |
|
Foreign currency translation adjustments, net of taxes of
$0
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
2,000 |
|
|
— |
|
|
— |
|
|
2,000 |
|
Distributions to non-controlling interests |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(124,000) |
|
|
(124,000) |
|
Share-based compensation |
— |
|
|
— |
|
|
190,000 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
190,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared, $0.030 per share
|
— |
|
|
— |
|
|
— |
|
|
(299,000) |
|
|
— |
|
|
— |
|
|
— |
|
|
(299,000) |
|
Retirement plans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of accumulated other comprehensive gain into net
periodic benefit cost, net of taxes of $0
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(40,000) |
|
|
— |
|
|
— |
|
|
(40,000) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31, 2023 |
9,956,687 |
|
|
$ |
5,062,000 |
|
|
$ |
7,541,000 |
|
|
$ |
7,273,000 |
|
|
$ |
1,256,000 |
|
|
$ |
(2,286,000) |
|
|
$ |
18,000 |
|
|
$ |
18,864,000 |
|
See Notes to Condensed Consolidated Financial
Statements
BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
March 31, |
|
2023 |
|
2022 |
Cash flows from operating activities: |
|
|
|
Net (loss) earnings |
$ |
(26,000) |
|
|
$ |
3,738,000 |
|
Adjustments to reconcile net (loss) earnings to net
cash |
|
|
|
provided by operating activities: |
|
|
|
Equity in income of affiliates |
(538,000) |
|
|
(2,967,000) |
|
Depletion, depreciation, and amortization |
1,601,000 |
|
|
1,101,000 |
|
Gain on sale of assets |
(551,000) |
|
|
— |
|
|
|
|
|
Sale of interest in leasehold land, net of fees paid |
(233,000) |
|
|
(1,137,000) |
|
Distributions of income from equity investees |
319,000 |
|
|
2,737,000 |
|
|
|
|
|
Retirement benefits income |
(126,000) |
|
|
(136,000) |
|
|
|
|
|
Non-cash rent income |
(12,000) |
|
|
— |
|
Accretion of asset retirement obligation |
395,000 |
|
|
351,000 |
|
Deferred income tax benefit |
(57,000) |
|
|
(2,000) |
|
Asset retirement obligation payments |
(529,000) |
|
|
(363,000) |
|
Share-based compensation expense |
190,000 |
|
|
427,000 |
|
Common stock issued for services |
— |
|
|
3,000 |
|
Retirement plan contributions and payments |
(2,000) |
|
|
(1,000) |
|
Bad debt expense |
18,000 |
|
|
44,000 |
|
|
|
|
|
|
|
|
|
Foreign currency gain |
(80,000) |
|
|
— |
|
Increase (decrease) from changes in current assets and
liabilities |
365,000 |
|
|
(2,096,000) |
|
Net cash provided by operating activities |
734,000 |
|
|
1,699,000 |
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
Distribution from equity investees in excess of
earnings |
219,000 |
|
|
230,000 |
|
Proceeds from sale of interest in leasehold land, net of fees
paid |
233,000 |
|
|
1,137,000 |
|
Proceeds from the sale of contract drilling assets |
— |
|
|
687,000 |
|
|
|
|
|
Payments to acquire oil and natural gas properties |
— |
|
|
(1,563,000) |
|
Capital expenditures - oil and natural gas |
(7,306,000) |
|
|
(5,223,000) |
|
Capital expenditures - all other |
(35,000) |
|
|
(9,000) |
|
Advances to operators for capital expenditures |
(481,000) |
|
|
— |
|
|
|
|
|
Issuance of note receivable |
— |
|
|
(400,000) |
|
Net cash used in investing activities |
(7,370,000) |
|
|
(5,141,000) |
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
Distributions to non-controlling interests |
(124,000) |
|
|
(557,000) |
|
Payment of dividends |
(299,000) |
|
|
— |
|
Proceeds from issuance of stock, net of costs |
— |
|
|
2,356,000 |
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities |
(423,000) |
|
|
1,799,000 |
|
Effect of exchange rate changes on cash and cash
equivalents |
34,000 |
|
|
(10,000) |
|
Net decrease in cash and cash equivalents |
(7,025,000) |
|
|
(1,653,000) |
|
Cash and cash equivalents at beginning of period |
12,804,000 |
|
|
11,279,000 |
|
Cash and cash equivalents at end of period |
$ |
5,779,000 |
|
|
$ |
9,626,000 |
|
See Notes to Condensed Consolidated Financial
Statements
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, 2022 Annual
Report on Form 10-K, as amended by our Form 10-K/A Amendment
No. 1 (our “2022 Annual Report”). The Condensed Consolidated
Balance Sheet as of September 30, 2022 has been derived from
audited consolidated financial statements.
In the opinion of management, all adjustments (which include only
normal recurring adjustments, with the exception of an
out-of-period adjustment for the six months ended March 31, 2023 as
described below) necessary to present fairly the financial position
at March 31, 2023, results of operations, comprehensive (loss)
income, and equity for the three and six months ended
March 31, 2023 and 2022, and cash flows for the six months
ended March 31, 2023 and 2022, have been made. The results of
operations for the period ended March 31, 2023 are not
necessarily indicative of the operating results for the full
year.
Out-of-Period Adjustment
During the three months ended December 31, 2022, errors were
identified related to estimates of accrued oil and natural gas
sales and accrued professional fees for the year ended September
30, 2022.
Accordingly, the Company recorded out-of-period adjustments in the
three months ended December 31, 2022 for the rollover effect of
those differences which were immaterial to the results of that
quarter. For the six months ended March 31, 2023, the rollover
effect of those out-of-period adjustments both decreased oil and
natural gas revenues and increased general and administrative
expenses by a total of $147,000, which accordingly increased our
net loss before income taxes and net loss for the six months ended
March 31, 2023 by the same amount. The net earnings per basic and
diluted share attributable to Barnwell stockholders would have been
$0.02 lower for the year ended September 30, 2022 and the net loss
per basic and diluted share attributable to Barnwell stockholders
would have been $0.01 lower for the six months ended March 31, 2023
had the amounts been reflected in the periods to which they relate.
Based upon an evaluation of all relevant quantitative and
qualitative factors, and after considering the provisions of Staff
Accounting Bulletin (SAB) No. 99, “Materiality,” and SAB 108,
management believes these out-of-period correcting adjustments were
not material to the Company’s results for the six months ended
March 31, 2023 or the Company’s trend of operating results. We
evaluated the impact of these out-of-period adjustments on the
results of our previously issued financial statements for the year
ended September 30, 2022 and first quarter ended December 31, 2022
and concluded that the impact was not material as
well.
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 valuation of deferred tax assets, asset retirement
obligations, share-based payment arrangements, obligations for
retirement plans, contract drilling estimated costs to complete,
proved oil and natural gas reserves, and the carrying value of
other assets, and such assumptions may impact the amount at which
such items are recorded.
Significant Accounting Policies
Other than as set forth below, there have been no changes to
Barnwell's significant accounting policies as described in the
Notes to Consolidated Financial Statements included in Item 8 of
the Company's 2022 Annual Report.
Advances to Operators for Capital Expenditures
The Company participates in the drilling of crude oil and natural
gas wells with other working interest partners. Due to the
capital-intensive nature of crude oil and natural gas drilling
activities, the working interest partner responsible for conducting
the drilling operations may request advance payments from other
working interest partners for their share of the costs. The Company
expects such advances to be applied by working interest partners
against joint interest billings for its share of drilling
operations within 90 days from when the advance is
paid.
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. Potentially dilutive shares are excluded
from the computation of diluted (loss) 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 six months
ended March 31, 2023 and 2022, respectively, 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 March 31, 2023 |
|
Net Loss
(Numerator) |
|
Shares
(Denominator) |
|
Per-Share
Amount |
Basic net loss per share |
$ |
(1,237,000) |
|
|
9,956,687 |
|
|
$ |
(0.12) |
|
Effect of dilutive securities - |
|
|
|
|
|
common stock options |
— |
|
|
— |
|
|
|
Diluted net loss per share |
$ |
(1,237,000) |
|
|
9,956,687 |
|
|
$ |
(0.12) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended March 31, 2023 |
|
Net Loss
(Numerator) |
|
Shares
(Denominator) |
|
Per-Share
Amount |
Basic net loss per share |
$ |
(148,000) |
|
|
9,956,687 |
|
|
$ |
(0.01) |
|
Effect of dilutive securities - |
|
|
|
|
|
common stock options |
— |
|
|
— |
|
|
|
Diluted net loss per share |
$ |
(148,000) |
|
|
9,956,687 |
|
|
$ |
(0.01) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2022 |
|
Net Earnings
(Numerator) |
|
Shares
(Denominator) |
|
Per-Share
Amount |
Basic net earnings per share |
$ |
2,052,000 |
|
|
9,570,989 |
|
|
$ |
0.21 |
|
Effect of dilutive securities - |
|
|
|
|
|
common stock options |
— |
|
|
— |
|
|
|
Diluted net earnings per share |
$ |
2,052,000 |
|
|
9,570,989 |
|
|
$ |
0.21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended March 31, 2022 |
|
Net Earnings
(Numerator) |
|
Shares
(Denominator) |
|
Per-Share
Amount |
Basic net earnings per share |
$ |
3,125,000 |
|
|
9,507,955 |
|
|
$ |
0.33 |
|
Effect of dilutive securities - |
|
|
|
|
|
common stock options |
— |
|
|
— |
|
|
|
Diluted net earnings per share |
$ |
3,125,000 |
|
|
9,507,955 |
|
|
$ |
0.33 |
|
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, 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 one lot remains to be sold as of
March 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 interest 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 March 31, 2023. During the three months ended
March 31, 2022, Barnwell received cash distributions of
$1,760,000 from the Kukio Resort Land Development Partnerships
resulting in a net amount of $1,568,000 after distributing $192,000
to non-controlling interests. During the six months
ended March 31, 2023, Barnwell received cash distributions of
$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. During the six months ended
March 31, 2022, Barnwell received cash distributions of
$2,967,000 from the Kukio Resort Land Development Partnerships
resulting in a net amount of $2,643,000 after distributing $324,000
to non-controlling interests.
Equity in income of affiliates was nil and $538,000 for the three
and six months ended March 31, 2023, respectively, as compared
to equity in income of affiliates of $1,760,000 and $2,967,000 for
the three and six months ended March 31, 2022,
respectively.
Summarized financial information for the Kukio Resort Land
Development Partnerships is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
2023 |
|
2022 |
Revenue |
$ |
1,284,000 |
|
|
$ |
9,665,000 |
|
Gross profit |
$ |
738,000 |
|
|
$ |
6,433,000 |
|
Net (loss) earnings |
$ |
(82,000) |
|
|
$ |
5,673,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended March 31, |
|
2023 |
|
2022 |
Revenue |
$ |
4,996,000 |
|
|
$ |
18,918,000 |
|
Gross profit |
$ |
3,160,000 |
|
|
$ |
13,147,000 |
|
Net earnings |
$ |
1,225,000 |
|
|
$ |
11,636,000 |
|
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
Partnerships 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 Partnerships’ cumulative
earnings in excess of distributions during the suspended period
exceeds our share of the Kukio Resort Land Development
Partnerships’ 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 six months
ended March 31, 2023 was equivalent to the $538,000 of
distributions received in that period.
Cumulative distributions received from the Kukio Resort Land
Development Partnerships in excess of our investment balance was
$1,211,000 at March 31, 2023 and $958,000 at
September 30, 2022.
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
17).
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. One
single-family lot was sold during the six months ended
March 31, 2023 and one single-family lot, of the 79 lots
developed within Increment I, remained to be sold as of
March 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
March 31, |
|
Six months ended
March 31, |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
Sale of interest in leasehold land: |
|
|
|
|
|
|
|
Revenues - sale of interest in leasehold land |
$ |
— |
|
|
$ |
695,000 |
|
|
$ |
265,000 |
|
|
$ |
1,295,000 |
|
Fees - included in general and administrative expenses |
— |
|
|
(85,000) |
|
|
(32,000) |
|
|
(158,000) |
|
Sale of interest in leasehold land, net of fees paid |
$ |
— |
|
|
$ |
610,000 |
|
|
$ |
233,000 |
|
|
$ |
1,137,000 |
|
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 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 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.
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.
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2023 |
|
September 30,
2022 |
ASSETS |
|
|
|
Cash and cash equivalents |
$ |
15,000 |
|
|
$ |
623,000 |
|
Accounts and other receivables |
298,000 |
|
|
606,000 |
|
Oil and natural gas properties, full cost method of
accounting: |
|
|
|
Proved properties, net |
587,000 |
|
|
655,000 |
|
|
|
|
|
Total assets |
$ |
900,000 |
|
|
$ |
1,884,000 |
|
|
|
|
|
LIABILITIES |
|
|
|
Accounts payable |
$ |
5,000 |
|
|
$ |
15,000 |
|
|
|
|
|
Accrued operating and other expenses |
15,000 |
|
|
26,000 |
|
Total liabilities |
$ |
20,000 |
|
|
$ |
41,000 |
|
5. ASSET
HELD FOR SALE
In September 2022, the Company entered into a purchase and sale
agreement with an independent third party for the sale of a
contract drilling segment drilling rig and received a payment of
$551,000, net of related costs. At September 30, 2022, the legal
title for the drilling rig had not yet transferred to the buyer and
therefore, the Company did not record a sale during the year ended
September 30, 2022. The proceeds received from the buyer was
recognized as a deposit and recorded in “Other Current Liabilities”
on the Company's Consolidated Balance Sheet at September 30, 2022.
No amount was recorded as assets held for sale at September 30,
2022 as the drilling rig was fully depreciated and therefore had a
net book value of zero. In October 2022, the legal title for the
drilling rig was transferred to the buyer and as a result, the
Company recognized a $551,000 gain on the sale of the drilling rig
during the six months ended March 31, 2023.
6. OIL
AND NATURAL GAS PROPERTIES
Oil and Natural Gas Investments
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. 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 made a pre-payment
of $4,293,000 to pay its share of the estimated costs to drill,
complete and equip the wells. During the six months ended
March 31, 2023, the total costs incurred for the drilling of
these two oil wells as of that date was $3,812,000 and thus, the
remaining prepaid balance of $481,000 was recorded as “Advances to
operators for capital expenditures” on the Company's Condensed
Consolidated Balance sheet as of March 31, 2023.
Additionally, in connection with the agreement, the Company is
obligated to pay a broker’s fee of 5.0% of the capital invested
under this arrangement to Four Pines Exploration LLC - Exploration
- Series 1 (“Four Pines”). Four Pines is controlled by Mr. Colin
O’Farrell who is an affiliate of Teton Barnwell (see Note 17 for
additional details). As of March 31, 2023, the Company has
paid $255,000 in broker fees to Four Pines related to this
arrangement.
Oil and Natural Gas Acquisitions
There were no oil and natural gas working interest acquisitions
during the six months ended March 31, 2023.
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. Barnwell also assumed $1,500,000 in asset
retirement obligations associated with the
acquisition.
7. 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.
The following tables detail the components of net periodic benefit
(income) cost for Barnwell’s retirement plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plan |
|
SERP |
|
Three months ended March 31, |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
|
|
|
|
|
|
|
|
Interest cost |
$ |
101,000 |
|
|
$ |
72,000 |
|
|
$ |
22,000 |
|
|
$ |
15,000 |
|
Expected return on plan assets |
(166,000) |
|
|
(155,000) |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
Amortization of net actuarial gain |
— |
|
|
— |
|
|
(20,000) |
|
|
— |
|
|
|
|
|
|
|
|
|
Net periodic benefit (income) cost |
$ |
(65,000) |
|
|
$ |
(83,000) |
|
|
$ |
2,000 |
|
|
$ |
15,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension Plan |
|
SERP |
|
Six months ended March 31, |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
|
|
|
|
|
|
|
|
Interest cost |
$ |
203,000 |
|
|
$ |
145,000 |
|
|
$ |
44,000 |
|
|
$ |
30,000 |
|
Expected return on plan assets |
(333,000) |
|
|
(311,000) |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
Amortization of net actuarial gain |
— |
|
|
— |
|
|
(40,000) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit (income) cost |
$ |
(130,000) |
|
|
$ |
(166,000) |
|
|
$ |
4,000 |
|
|
$ |
30,000 |
|
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 2023. The SERP plan is unfunded and Barnwell
funds benefits when payments are made. Expected payments under the
SERP for fiscal 2023 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.
8. 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
March 31, |
|
Six months ended
March 31, |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
United States |
$ |
(1,275,000) |
|
|
$ |
1,016,000 |
|
|
$ |
(1,257,000) |
|
|
$ |
1,908,000 |
|
Canada |
35,000 |
|
|
1,174,000 |
|
|
1,185,000 |
|
|
1,467,000 |
|
|
$ |
(1,240,000) |
|
|
$ |
2,190,000 |
|
|
$ |
(72,000) |
|
|
$ |
3,375,000 |
|
The components of the income tax (benefit) provision are as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
March 31, |
|
Six months ended
March 31, |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
Current |
$ |
42,000 |
|
|
$ |
172,000 |
|
|
$ |
133,000 |
|
|
$ |
252,000 |
|
Deferred |
(45,000) |
|
|
(34,000) |
|
|
(57,000) |
|
|
(2,000) |
|
|
$ |
(3,000) |
|
|
$ |
138,000 |
|
|
$ |
76,000 |
|
|
$ |
250,000 |
|
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. As such, Barnwell receives no benefit from consolidated
or unitary losses and, therefore, is subject to Oklahoma state
taxes. In addition, net operating loss carryforwards, the benefit
of which had not previously been recognized due to the Company's
continuing full valuation allowance, are estimated to be partially
utilized in the Canadian tax jurisdiction in the current year
periods as the recognized benefit is now considered more likely to
occur than not.
9. 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 six months ended March 31, 2023 and
2022.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2023 |
|
|
Oil and natural gas |
|
Contract drilling |
|
Land investment |
|
Other |
|
Total |
Revenue streams: |
|
|
|
|
|
|
|
|
|
|
Oil |
$ |
2,789,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
2,789,000 |
|
|
Natural gas |
616,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
616,000 |
|
|
Natural gas liquids |
281,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
281,000 |
|
|
Drilling and pump |
— |
|
|
1,501,000 |
|
|
— |
|
|
— |
|
|
1,501,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
— |
|
|
— |
|
|
— |
|
|
29,000 |
|
|
29,000 |
|
|
Total revenues before interest income |
$ |
3,686,000 |
|
|
$ |
1,501,000 |
|
|
$ |
— |
|
|
$ |
29,000 |
|
|
$ |
5,216,000 |
|
Geographical regions: |
|
|
|
|
|
|
|
|
|
|
United States |
$ |
309,000 |
|
|
$ |
1,501,000 |
|
|
$ |
— |
|
|
$ |
6,000 |
|
|
$ |
1,816,000 |
|
|
Canada |
3,377,000 |
|
|
— |
|
|
— |
|
|
23,000 |
|
|
3,400,000 |
|
|
Total revenues before interest income |
$ |
3,686,000 |
|
|
$ |
1,501,000 |
|
|
$ |
— |
|
|
$ |
29,000 |
|
|
$ |
5,216,000 |
|
Timing of revenue recognition: |
|
|
|
|
|
|
|
|
|
|
Goods transferred at a point in time |
$ |
3,686,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
29,000 |
|
|
$ |
3,715,000 |
|
|
Services transferred over time |
— |
|
|
1,501,000 |
|
|
— |
|
|
— |
|
|
1,501,000 |
|
|
Total revenues before interest income |
$ |
3,686,000 |
|
|
$ |
1,501,000 |
|
|
$ |
— |
|
|
$ |
29,000 |
|
|
$ |
5,216,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2022 |
|
|
Oil and natural gas |
|
Contract drilling |
|
Land investment |
|
Other |
|
Total |
Revenue streams: |
|
|
|
|
|
|
|
|
|
|
Oil |
$ |
3,657,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
3,657,000 |
|
|
Natural gas |
859,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
859,000 |
|
|
Natural gas liquids |
617,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
617,000 |
|
|
Drilling and pump |
— |
|
|
818,000 |
|
|
— |
|
|
— |
|
|
818,000 |
|
|
Contingent residual payments |
— |
|
|
— |
|
|
695,000 |
|
|
— |
|
|
695,000 |
|
|
Other |
— |
|
|
— |
|
|
— |
|
|
32,000 |
|
|
32,000 |
|
|
Total revenues before interest income |
$ |
5,133,000 |
|
|
$ |
818,000 |
|
|
$ |
695,000 |
|
|
$ |
32,000 |
|
|
$ |
6,678,000 |
|
Geographical regions: |
|
|
|
|
|
|
|
|
|
|
United States |
$ |
992,000 |
|
|
$ |
818,000 |
|
|
$ |
695,000 |
|
|
$ |
— |
|
|
$ |
2,505,000 |
|
|
Canada |
4,141,000 |
|
|
— |
|
|
— |
|
|
32,000 |
|
|
4,173,000 |
|
|
Total revenues before interest income |
$ |
5,133,000 |
|
|
$ |
818,000 |
|
|
$ |
695,000 |
|
|
$ |
32,000 |
|
|
$ |
6,678,000 |
|
Timing of revenue recognition: |
|
|
|
|
|
|
|
|
|
|
Goods transferred at a point in time |
$ |
5,133,000 |
|
|
$ |
— |
|
|
$ |
695,000 |
|
|
$ |
32,000 |
|
|
$ |
5,860,000 |
|
|
Services transferred over time |
— |
|
|
818,000 |
|
|
— |
|
|
— |
|
|
818,000 |
|
|
Total revenues before interest income |
$ |
5,133,000 |
|
|
$ |
818,000 |
|
|
$ |
695,000 |
|
|
$ |
32,000 |
|
|
$ |
6,678,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended March 31, 2023 |
|
|
Oil and natural gas |
|
Contract drilling |
|
Land investment |
|
Other |
|
Total |
Revenue streams: |
|
|
|
|
|
|
|
|
|
|
Oil |
$ |
6,273,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
6,273,000 |
|
|
Natural gas |
1,918,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,918,000 |
|
|
Natural gas liquids |
721,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
721,000 |
|
|
Drilling and pump |
— |
|
|
3,449,000 |
|
|
— |
|
|
— |
|
|
3,449,000 |
|
|
Contingent residual payments |
— |
|
|
— |
|
|
265,000 |
|
|
— |
|
|
265,000 |
|
|
Other |
— |
|
|
— |
|
|
— |
|
|
72,000 |
|
|
72,000 |
|
|
Total revenues before interest income |
$ |
8,912,000 |
|
|
$ |
3,449,000 |
|
|
$ |
265,000 |
|
|
$ |
72,000 |
|
|
$ |
12,698,000 |
|
Geographical regions: |
|
|
|
|
|
|
|
|
|
|
United States |
$ |
826,000 |
|
|
$ |
3,449,000 |
|
|
$ |
265,000 |
|
|
$ |
8,000 |
|
|
$ |
4,548,000 |
|
|
Canada |
8,086,000 |
|
|
— |
|
|
— |
|
|
64,000 |
|
|
8,150,000 |
|
|
Total revenues before interest income |
$ |
8,912,000 |
|
|
$ |
3,449,000 |
|
|
$ |
265,000 |
|
|
$ |
72,000 |
|
|
$ |
12,698,000 |
|
Timing of revenue recognition: |
|
|
|
|
|
|
|
|
|
|
Goods transferred at a point in time |
$ |
8,912,000 |
|
|
$ |
— |
|
|
$ |
265,000 |
|
|
$ |
72,000 |
|
|
$ |
9,249,000 |
|
|
Services transferred over time |
— |
|
|
3,449,000 |
|
|
— |
|
|
— |
|
|
3,449,000 |
|
|
Total revenues before interest income |
$ |
8,912,000 |
|
|
$ |
3,449,000 |
|
|
$ |
265,000 |
|
|
$ |
72,000 |
|
|
$ |
12,698,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended March 31, 2022 |
|
|
Oil and natural gas |
|
Contract drilling |
|
Land investment |
|
Other |
|
Total |
Revenue streams: |
|
|
|
|
|
|
|
|
|
|
Oil |
$ |
6,325,000 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
6,325,000 |
|
|
Natural gas |
1,708,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,708,000 |
|
|
Natural gas liquids |
1,020,000 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,020,000 |
|
|
Drilling and pump |
— |
|
|
1,694,000 |
|
|
— |
|
|
— |
|
|
1,694,000 |
|
|
Contingent residual payments |
— |
|
|
— |
|
|
1,295,000 |
|
|
— |
|
|
1,295,000 |
|
|
Other |
— |
|
|
— |
|
|
— |
|
|
89,000 |
|
|
89,000 |
|
|
Total revenues before interest income |
$ |
9,053,000 |
|
|
$ |
1,694,000 |
|
|
$ |
1,295,000 |
|
|
$ |
89,000 |
|
|
$ |
12,131,000 |
|
Geographical regions: |
|
|
|
|
|
|
|
|
|
|
United States |
$ |
1,956,000 |
|
|
$ |
1,694,000 |
|
|
$ |
1,295,000 |
|
|
$ |
4,000 |
|
|
$ |
4,949,000 |
|
|
Canada |
7,097,000 |
|
|
— |
|
|
— |
|
|
85,000 |
|
|
7,182,000 |
|
|
Total revenues before interest income |
$ |
9,053,000 |
|
|
$ |
1,694,000 |
|
|
$ |
1,295,000 |
|
|
$ |
89,000 |
|
|
$ |
12,131,000 |
|
Timing of revenue recognition: |
|
|
|
|
|
|
|
|
|
|
Goods transferred at a point in time |
$ |
9,053,000 |
|
|
$ |
— |
|
|
$ |
1,295,000 |
|
|
$ |
89,000 |
|
|
$ |
10,437,000 |
|
|
Services transferred over time |
— |
|
|
1,694,000 |
|
|
— |
|
|
— |
|
|
1,694,000 |
|
|
Total revenues before interest income |
$ |
9,053,000 |
|
|
$ |
1,694,000 |
|
|
$ |
1,295,000 |
|
|
$ |
89,000 |
|
|
$ |
12,131,000 |
|
Contract Balances
The following table provides information
about accounts receivables, contract assets and contract
liabilities from contracts with customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2023 |
|
September 30, 2022 |
Accounts receivables from contracts with customers |
$ |
2,710,000 |
|
|
$ |
4,038,000 |
|
Contract assets |
698,000 |
|
|
580,000 |
|
Contract liabilities |
613,000 |
|
|
1,087,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
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 March 31, 2023 and
September 30, 2022, the Company had $613,000 and $1,087,000,
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 six months ended March 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 $969,000 and $308,000,
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 March 31,
2023, the Company had five contract drilling jobs with original
expected durations of greater than one year. For these contracts,
85% of the remaining performance obligation of $4,292,000 is
expected to be recognized in the next twelve months and the
remaining, thereafter.
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 March 31, 2023 and September 30,
2022, the Company had $619,000 and $689,000, respectively, in
unamortized preconstruction costs related to contracts that were
not completed. During the three and six months ended March 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 and six months ended
March 31, 2023 and 2022.
10. 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
March 31, |
|
Six months ended
March 31, |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
Revenues: |
|
|
|
|
|
|
|
Oil and natural gas |
$ |
3,686,000 |
|
|
$ |
5,133,000 |
|
|
$ |
8,912,000 |
|
|
$ |
9,053,000 |
|
Contract drilling |
1,501,000 |
|
|
818,000 |
|
|
3,449,000 |
|
|
1,694,000 |
|
Land investment |
— |
|
|
695,000 |
|
|
265,000 |
|
|
1,295,000 |
|
Other |
29,000 |
|
|
32,000 |
|
|
72,000 |
|
|
89,000 |
|
Total before interest income |
5,216,000 |
|
|
6,678,000 |
|
|
12,698,000 |
|
|
12,131,000 |
|
Interest income |
23,000 |
|
|
1,000 |
|
|
52,000 |
|
|
2,000 |
|
Total revenues |
$ |
5,239,000 |
|
|
$ |
6,679,000 |
|
|
$ |
12,750,000 |
|
|
$ |
12,133,000 |
|
Depletion, depreciation, and amortization: |
|
|
|
|
|
|
|
Oil and natural gas |
$ |
718,000 |
|
|
$ |
577,000 |
|
|
$ |
1,514,000 |
|
|
$ |
1,013,000 |
|
Contract drilling |
43,000 |
|
|
41,000 |
|
|
86,000 |
|
|
88,000 |
|
Other |
— |
|
|
— |
|
|
1,000 |
|
|
— |
|
Total depletion, depreciation, and amortization |
$ |
761,000 |
|
|
$ |
618,000 |
|
|
$ |
1,601,000 |
|
|
$ |
1,101,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating profit (loss)
(before general and administrative expenses): |
|
|
|
|
|
|
|
Oil and natural gas |
$ |
701,000 |
|
|
$ |
2,430,000 |
|
|
$ |
2,687,000 |
|
|
$ |
3,998,000 |
|
Contract drilling |
57,000 |
|
|
(141,000) |
|
|
105,000 |
|
|
(292,000) |
|
Land investment |
— |
|
|
695,000 |
|
|
265,000 |
|
|
1,295,000 |
|
Other |
29,000 |
|
|
32,000 |
|
|
71,000 |
|
|
89,000 |
|
Gain on sale of assets |
— |
|
|
— |
|
|
551,000 |
|
|
— |
|
Total operating profit |
787,000 |
|
|
3,016,000 |
|
|
3,679,000 |
|
|
5,090,000 |
|
Equity in income of affiliates: |
|
|
|
|
|
|
|
Land investment |
— |
|
|
1,760,000 |
|
|
538,000 |
|
|
2,967,000 |
|
General and administrative expenses |
(2,050,000) |
|
|
(2,241,000) |
|
|
(4,299,000) |
|
|
(4,071,000) |
|
Foreign currency gain |
2,000 |
|
|
— |
|
|
80,000 |
|
|
— |
|
|
|
|
|
|
|
|
|
Interest income |
23,000 |
|
|
1,000 |
|
|
52,000 |
|
|
2,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) earnings before income taxes |
$ |
(1,238,000) |
|
|
$ |
2,536,000 |
|
|
$ |
50,000 |
|
|
$ |
3,988,000 |
|
11. ACCUMULATED
OTHER COMPREHENSIVE INCOME
The changes in each component of accumulated other comprehensive
income were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended
March 31, |
|
Six months ended
March 31, |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
Foreign currency translation: |
|
|
|
|
|
|
|
Beginning accumulated foreign currency translation |
$ |
224,000 |
|
|
$ |
237,000 |
|
|
$ |
222,000 |
|
|
$ |
262,000 |
|
Change in cumulative translation adjustment before
reclassifications |
— |
|
|
12,000 |
|
|
2,000 |
|
|
(13,000) |
|
|
|
|
|
|
|
|
|
Income taxes |
— |
|
|
— |
|
|
— |
|
|
— |
|
Net current period other comprehensive income (loss) |
— |
|
|
12,000 |
|
|
2,000 |
|
|
(13,000) |
|
Ending accumulated foreign currency translation |
224,000 |
|
|
249,000 |
|
|
224,000 |
|
|
249,000 |
|
Retirement plans: |
|
|
|
|
|
|
|
Beginning accumulated retirement plans benefit income
(cost) |
1,052,000 |
|
|
(230,000) |
|
|
1,072,000 |
|
|
(230,000) |
|
Amortization of net actuarial gain |
(20,000) |
|
|
— |
|
|
(40,000) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes |
— |
|
|
— |
|
|
— |
|
|
— |
|
Net current period other comprehensive (loss) |
(20,000) |
|
|
— |
|
|
(40,000) |
|
|
— |
|
Ending accumulated retirement plans benefit income
(cost) |
1,032,000 |
|
|
(230,000) |
|
|
1,032,000 |
|
|
(230,000) |
|
Accumulated other comprehensive income, net of taxes |
$ |
1,256,000 |
|
|
$ |
19,000 |
|
|
$ |
1,256,000 |
|
|
$ |
19,000 |
|
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 7 for additional
details).
12. 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
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.
13. 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 ($44,000) 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 66.7% 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. The current loan balance of $44,000 is included in
“Other current liabilities” in the Company's Condensed Consolidated
Balance sheet at March 31, 2023.
14. STOCKHOLDERS'
EQUITY
Cash Dividends
In December 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.
In February 2023, the Company's Board of Directors declared a cash
dividend of $0.015 per share that was paid on March 13, 2023 to
stockholders of record on February 23, 2023.
No dividends were declared or paid during the six months ended
March 31, 2022.
The Tax Benefits Preservation Plan
On October 17, 2022, the Board of Directors of the Company adopted
a Tax Benefits Preservation Plan (the “Tax Plan”) designed to
protect the availability of the Company’s existing net operating
loss carryforwards and certain other tax attributes. To implement
the Tax Plan, the Board of Directors declared a dividend of one
right (a “Right”) for each outstanding share of the Company's
common stock. The Rights were issued to stockholders of record at
the close of business on October 27, 2022 pursuant to the Tax Plan.
The Rights are exercisable if a person or group of persons acquires
4.95% or more of the Company’s common stock. The Rights are also
exercisable if a person or group of persons that already owns 4.95%
or more of the Company’s common stock acquires an additional share
other than as a result of a dividend or a stock split. Existing
stockholders that beneficially own in excess of 4.95% of the
Company’s common stock are “grandfathered in” at their current
ownership level. If the Rights become exercisable, all holders of
Rights, other than the person or group of persons triggering the
Rights, will be entitled to purchase shares of the Company’s common
stock at a 50% discount. Rights held by the person
or group of persons triggering the Rights will become void and will
not be exercisable.
On January 25, 2023, the Tax Plan was terminated by the Board of
Directors and as a result, all Rights distributed to holders of the
Company's common stock expired at the time of
termination.
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 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 six months ended March 31, 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. In August 2022, the Company’s
Board of Directors suspended the sales of our common stock under
the ATM until further notice.
15. 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 March 31, 2023 for any further costs related to
this contract as there is no related probable or estimable
contingent liability.
16. INFORMATION
RELATING TO THE CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended
March 31, |
|
2023 |
|
2022 |
Supplemental disclosure of cash flow information: |
|
|
|
Cash paid during the year for: |
|
|
|
|
|
|
|
Income taxes paid, net |
$ |
100,000 |
|
|
$ |
302,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditure accruals related to oil and natural gas
exploration and development decreased $105,000 during the six
months ended March 31, 2023 and increased $443,000 during the
six months ended March 31, 2022. Additionally, capital
expenditure accruals related to oil and natural gas asset
retirement obligations increased $220,000 and $2,341,000 during the
six months ended March 31, 2023 and 2022,
respectively.
17. 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.
During the six months ended March 31, 2023, Barnwell received
$265,000 in percentage of sales payments from KD 1 from the sale of
one single-family lot within Increment I. During the six months
ended March 31, 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.
Mr. Colin R. O'Farrell, formerly a member of the Board of Directors
of the Company from July 7, 2021 to 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 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. Furthermore,
as discussed above, Mr. O'Farrell controls Four Pines, which, as of
March 31, 2023, was paid $255,000 in broker fees in connection with
the oil and natural gas investment discussed in Note
6.
Cooperation and Support Agreement
In January 2023, the Company entered into a cooperation and support
agreement (the “Cooperation Agreement”) with Alexander C.
Kinzler,
the Company’s CEO and President in his capacity as a
stockholder,
MRMP-Managers LLC, the Ned L. Sherwood Revocable Trust, NLS
Advisory Group, Inc. and Ned L. Sherwood (collectively, the “MRMP
Stockholders”), with respect to a potential proxy contest
pertaining to the election of directors to our Board of Directors
(the “Board”).
The Cooperation Agreement extended for two years the standstill
terms of the previous agreement entered into with the MRMP
Stockholders in 2021, which ended the potential of a proxy contest
at the 2023 annual meeting of stockholders (the “2023 Annual
Meeting”), which was held on April 17, 2023.
Pursuant to the terms of the Cooperation Agreement, among other
things, the Company
agreed to promptly appoint Joshua S. Horowitz and Laurance Narbut,
effective February 9, 2023, to serve on the Board. In addition, the
Company agreed to nominate a five-person board comprised of Mr.
Kinzler, Kenneth Grossman, Douglas Woodrum, and Messrs. Horowitz
and Narbut as candidates for election to the Board at the 2023
Annual Meeting and the 2024 annual meeting of stockholders (the
“2024 Annual Meeting”) and Mr. Kinzler and the MRMP Stockholders
agreed to vote their respective shares of common stock of the
Company in favor of the election of the Company’s slate at the 2023
Annual Meeting and the 2024 Annual Meeting. Additionally, pursuant
to the terms of the Cooperation Agreement, the Company terminated
the previously adopted Tax Benefits Preservation Plan, although the
MRMP Stockholders have agreed to limit their beneficial and
economic ownership of the Company to 28% of the outstanding common
stock of the Company for the next 12 months and 30% for the
subsequent 12-month period. In exchange for this arrangement, the
Company agreed to reimburse the MRMP Stockholders and Mr. Kinzler
for their reasonable, documented out-of-pocket fees and expenses
(including legal expenses) in connection with the negotiation and
execution of the Cooperation Agreement and the transactions
contemplated hereby and the proposed nomination of directors at the
2023 Annual Meeting. In the three and six months ended March 31,
2023, $202,000 and $149,000 in expenses were recorded for
reimbursements to MRMP Stockholders and Mr. Kinzler, respectively,
under the Cooperation Agreement.
In May 2023, the Company’s Board of Directors approved and ratified
the payment of one-time special director fees to directors Messrs.
Grossman and Woodrum for their services on behalf of the Company
and the Board pertaining to the negotiations of the Cooperation
Agreement and the settlement of the potential proxy contest. Mr.
Grossman received a one-time special director fee of $100,000 to be
paid by a cash payment of $40,000 and a stock grant of 22,728
shares of Barnwell common stock (valued at $60,000 using the
closing price of Barnwell's common stock on May 11, 2023, the date
of grant). Mr. Woodrum received a one-time special director fee of
$50,000 to be paid by a cash payment of $20,000 and a stock grant
of 11,363 shares of Barnwell common stock (valued at $30,000 using
the closing price of Barnwell's common stock on May 11, 2023, the
date of grant). Accordingly, these special one-time director fees
of $150,000 were accrued by the Company as of March 31, 2023 and
the amount is recorded in “Accounts payable” on the accompanying
Condensed Consolidated Balance Sheet.
18. SUBSEQUENT
EVENTS
In May 2023, the Company's Board of Directors declared a cash
dividend of $0.015 per share payable on June 12, 2023 to
stockholders of record on May 25, 2023.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement Relevant to Forward-Looking
Information
For the Purpose Of “Safe Harbor” Provisions Of The
Private Securities Litigation Reform Act of 1995
This Form 10-Q, and the documents incorporated herein by
reference, contain “forward-looking statements” within the meaning
of the Private Securities Litigation Reform Act of 1995 ("PSLRA").
A forward-looking statement is one which is based on current
expectations of future events or conditions and does not relate to
historical or current facts. These statements include various
estimates, forecasts, projections of Barnwell’s future performance,
statements of Barnwell’s plans and objectives, and other similar
statements. All such statements we make are forward-looking
statements made under the safe harbor of the PSLRA, except to the
extent such statements relate to the operations of a partnership or
limited liability company. Forward-looking statements include
phrases such as “expects,” “anticipates,” “intends,” “plans,”
“believes,” “predicts,” “estimates,” “assumes,” “projects,” “may,”
“will,” “will be,” “should,” or similar expressions. Although
Barnwell believes that its current expectations are based on
reasonable assumptions, it cannot assure that the expectations
contained in such forward-looking statements will be achieved.
Forward-looking statements involve risks, uncertainties and
assumptions which could cause actual results to differ materially
from those contained in such statements. The risks, uncertainties
and other factors that might cause actual results to differ
materially from Barnwell’s expectations are set forth in the
“Forward-Looking Statements” and “Risk Factors” sections of
Barnwell’s
2022
Annual Report. Investors should not place undue reliance on these
forward-looking statements, as they speak only as of the date of
filing of this Form 10-Q, and Barnwell expressly disclaims any
obligation or undertaking to publicly release any updates or
revisions to any forward-looking statements contained
herein.
Critical Accounting Policies and Estimates
Management has determined that our most critical accounting
policies and estimates are those related to the full-cost ceiling
calculation and depletion of our oil and natural gas properties,
the estimation of our contract drilling segment's revenues and
expenses, and the calculation of our income taxes, all of which are
discussed in our 2022 Annual Report. There have been no significant
changes to these critical accounting policies and estimates during
the three and six months ended March 31, 2023. We continue to
monitor our accounting policies to ensure proper application of
current rules and regulations.
Impact of COVID-19
In March 2020, the World Health Organization declared the COVID-19
outbreak a global pandemic and the U.S. and Canadian governments
declared the virus a national emergency shortly thereafter. The
ongoing global health crisis (including resurgences) resulting from
the pandemic have, and continue to, disrupt the normal operations
of many businesses, including the temporary closure or scale-back
of business operations and/or the imposition of either quarantine
or remote work or meeting requirements for employees, either by
government order or on a voluntary basis. While the outbreak
recently appeared to be trending downward, particularly as
vaccination rates increased, new variants of COVID-19 continue
emerging, including the Omicron variants, spreading throughout the
U.S. and globally and causing significant disruptions. The global
economy, our markets and our business have been, and may continue
to be, materially and adversely affected by COVID-19.
The COVID-19 outbreak materially and adversely affected our
business operations and financial condition as a result of the
deteriorating market outlook, the global economic recession and
weakened liquidity. Although demand for oil and oil prices has
increased significantly from the lows of March through May of 2020,
uncertainty regarding future oil prices continues to exist. While
the Company’s contract drilling segment remained operational
throughout fiscal 2020 through fiscal 2022 and continues to work,
the continuing potential impact of COVID-19 on the health of our
contract drilling segment's crews is uncertain, and any work
stoppage or discontinuation of contracts currently in backlog could
result in a material adverse impact to the Company’s financial
condition and outlook. Though availability of vaccines and
reopening of state and local economies has improved the outlook for
recovery from COVID-19's impacts, the impact of new, more
contagious or lethal variants that may emerge, and the
effectiveness of COVID-19 vaccines against variants and the related
responses by governments, including reinstated government-imposed
lockdowns or other measures, cannot be predicted at this time. Both
the health and economic aspects of the COVID-19 pandemic remain
highly fluid and the future course of each is uncertain. We cannot
foresee whether the outbreak of COVID-19 will be effectively
contained on a sustained basis, nor can we predict the severity and
duration of its impact. If the impact of COVID-19 is not
effectively and timely controlled on a sustained basis going
forward, our business operations and financial condition may be
materially and adversely affected by factors that we cannot
foresee. Any of these factors and other factors beyond our control
could have an adverse effect on the overall business environment,
cause uncertainties in the regions where we conduct business, cause
our business to suffer in ways that we cannot predict and
materially and adversely impact our business, financial condition
and results of operations.
Impact of Recently Issued Accounting Standards on Future
Filings
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. This ASU is effective for annual
reporting periods beginning after December 15, 2022, and interim
periods within those annual periods. The FASB has subsequently
issued other related ASUs which amend ASU 2016-13 to provide
clarification and additional guidance. The Company is currently
evaluating the impact of these standards.
Overview
Barnwell is engaged in the following lines of business: 1)
acquiring, developing, producing and selling oil and natural gas in
Canada and the U.S. (oil and natural gas segment), 2) investing in
land interests in Hawaii (land investment segment), and 3) drilling
wells and installing and repairing water pumping systems in Hawaii
(contract drilling segment).
Oil and Natural Gas Segment
Barnwell is involved in the acquisition and development of oil and
natural gas properties in Canada where we initiate and participate
in acquisition and developmental operations for oil and natural gas
on properties in which we have an interest, and evaluate proposals
by third parties with regard to participation in exploratory and
developmental operations elsewhere. Additionally, through its
wholly-owned subsidiaries, Barnwell is involved in several
non-operated oil and natural gas investments in Oklahoma and
Texas.
Land Investment Segment
Through Barnwell’s 77.6% interest in Kaupulehu Developments, 75%
interest in KD Kona, and 34.45% non-controlling interest in KKM
Makai, the Company’s land investment interests include the
following:
•The
right to receive percentage of sales payments from KD I resulting
from the sale of single-family residential lots by KD I, within
Increment I of the Kaupulehu Lot 4A area located in the North Kona
District of the island of Hawaii. Kaupulehu Developments is
entitled to receive payments from KD I based on 10% of the gross
receipts from KD I’s sales at Increment I. Increment I is an area
zoned for approximately 79 single-family lots, of which one
remained to be sold at March 31, 2023.
•The
right to receive 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. Such interests are
limited to distributions or net profits interests and Barnwell does
not have any partnership interest in KD II or KDK through its
interest in Kaupulehu Developments. Barnwell also has rights to
three single-family residential lots in Phase 2A of Increment II,
and four single-family residential lots in phases subsequent to
Phase 2A when such lots are developed by KD II, all at no cost to
Barnwell. Barnwell is committed to commence construction of
improvements within 90 days of the transfer of the four lots in the
phases subsequent to Phase 2A as a condition of the transfer of
such lots. Also, in addition to Barnwell's existing obligations to
pay professional fees to certain parties based on percentages of
its gross receipts, Kaupulehu Developments is also obligated to pay
an amount equal to 0.72% and 0.20% 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. The remaining acreage within 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 KDII, the developer of Increment II, as of the date of this
report.
•An
indirect 19.6% non-controlling ownership interest in KD Kukio
Resorts, LLLP, KD Maniniowali, LLLP and KD I and an indirect 10.8%
non-controlling ownership interest in KD II through KDK. These
entities 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 was the developer of Kaupulehu Lot 4A Increments I
and II. The partnerships derive income from the sale of residential
parcels as well as from commission on real estate sales by the real
estate sales office and revenues resulting from the sale of private
club memberships.
•Approximately
1,000 acres of vacant leasehold land zoned conservation in the
Kaupulehu Lot 4C area, which currently has no development potential
without both a development agreement with the lessor and zoning
reclassification. The lease terminates in
December 2025.
Contract Drilling Segment
Barnwell drills water and water monitoring wells and installs and
repairs water pumping systems in Hawaii. Contract drilling results
are highly dependent upon the quantity, dollar value and timing of
contracts awarded by governmental and private entities and can
fluctuate significantly.
Results of Operations
Summary
The net loss attributable to Barnwell for the three months ended
March 31, 2023 totaled $1,237,000, a $3,289,000 decrease in
operating results from net earnings of $2,052,000 for the three
months ended March 31, 2022. The following factors affected
the results of operations for the three months ended March 31,
2023 as compared to the prior year period:
•A
$1,729,000 decrease in oil and natural gas segment operating
results, before income taxes, due primarily to significant
decreases in natural gas, oil, and natural gas liquid prices in the
current period as compared to the same period in the prior
year;
•Equity
in income from affiliates decreased $1,760,000 and land investment
segment operating results, before non-controlling interests’ share
of such profits, decreased $695,000 due to the Kukio Resort
Development Partnerships' sale of fewer lots in the current period.
No lots were sold during the current year period, whereas there
were three lot sales in the prior year period; and
•A
$198,000 improvement in contract drilling segment operating
results, before income taxes, due to work performed on higher value
water well drilling contracts in the current year period as
compared to the prior year period.
The net loss attributable to Barnwell for the six months ended
March 31, 2023 totaled $148,000, a $3,273,000 decrease in
operating results from a net earnings of $3,125,000 for the six
months ended March 31, 2022. The following factors affected
the results of operations for the six months ended March 31,
2023 as compared to the prior year period:
•A
$1,311,000 decrease in oil and natural gas segment operating
results, before income taxes, due to decreases in oil and natural
gas prices and a decrease in the net production from wells in
Oklahoma in the current year period as compared to the same period
in the prior year; which was partially offset by an increase in the
net production of oil and natural gas primarily due to the
additional working interests acquired and wells drilled in the
Twining area in fiscal 2022;
•Equity
in income from affiliates decreased $2,429,000 and land investment
segment operating results, before non-controlling interests’ share
of such profits, decreased $1,030,000 due to the Kukio Resort
Development Partnerships' sale of one lot in the current year
period, whereas there were six lot sales in the prior year
period;
•A
$551,000 gain recognized in the current year period from the sale
of a contract drilling segment drilling rig; and
•A
$397,000 increase in contract drilling segment operating results,
before income taxes, primarily resulting from increased activity
and an increase in the work performed on higher value water well
drilling contracts in the current year period as compared to the
prior year period.
General
Barnwell conducts operations in the U.S. and Canada. Consequently,
Barnwell is subject to foreign currency translation and transaction
gains and losses due to fluctuations of the exchange rates between
the Canadian dollar and the U.S. dollar. Barnwell cannot accurately
predict future fluctuations of the exchange rates and the impact of
such fluctuations may be material from period to period. To date,
we have not entered into foreign currency hedging transactions.
Foreign currency gains or losses on intercompany loans and advances
that are not considered long-term investments in nature because
management intends to settle these intercompany balances in the
future are included in our statements of operations.
The average exchange rate of the Canadian dollar to the U.S. dollar
decreased 6% and 7% in the three and six months ended
March 31, 2023, respectively, as compared to the same periods
in the prior year. The exchange rate of the Canadian dollar to the
U.S. dollar increased 1% at March 31, 2023, as compared to
September 30, 2022. Accordingly, the assets, liabilities,
stockholders’ equity and revenues and expenses of Barnwell’s
subsidiaries operating in Canada have been adjusted to reflect the
change in the exchange rates. Other comprehensive income and losses
are not included in net earnings and net loss. Other comprehensive
income due to foreign currency translation adjustments, net of
taxes, for the three months ended March 31, 2023 was nil, a
$12,000 change from other comprehensive income due to foreign
currency translation adjustments, net of taxes, of $12,000 for the
same period in the prior year. Other comprehensive income due to
foreign currency translation adjustments, net of taxes, for the six
months ended March 31, 2023 was $2,000, a $15,000 change from
other comprehensive loss due to foreign currency translation
adjustments, net of taxes, of $13,000 for the same period in the
prior year. There were no taxes on other comprehensive income
(loss) due to foreign currency translation adjustments in the three
and six months ended March 31, 2023 and 2022 due to a full
valuation allowance on the related deferred tax asset.
Oil and Natural Gas
The following tables set forth Barnwell’s average prices per unit
of production and net production volumes. Production amounts
reported are net of royalties.
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Average Price Per Unit |
|
Three months ended |
|
Increase |
|
March 31, |
|
(Decrease) |
|
2023 |
|
2022 |
|
$ |
|
% |
Natural Gas (Mcf)* |
$ |
2.61 |
|
|
$ |
3.93 |
|
|
$ |
(1.32) |
|
|
(34 |
%) |
Oil (Bbls)** |
$ |
64.61 |
|
|
$ |
87.64 |
|
|
$ |
(23.03) |
|
|
(26 |
%) |
Natural gas liquids (Bbls)** |
$ |
35.13 |
|
|
$ |
61.70 |
|
|
$ |
(26.57) |
|
|
(43 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average Price Per Unit |
|
Six months ended |
|
Increase |
|
March 31, |
|
(Decrease) |
|
2023 |
|
2022 |
|
$ |
|
% |
Natural Gas (Mcf)* |
$ |
3.54 |
|
|
$ |
4.00 |
|
|
$ |
(0.46) |
|
|
(12 |
%) |
Oil (Bbls)** |
$ |
68.68 |
|
|
$ |
78.43 |
|
|
$ |
(9.75) |
|
|
(12 |
%) |
Natural gas liquids (Bbls)** |
$ |
40.09 |
|
|
$ |
44.37 |
|
|
$ |
(4.28) |
|
|
(10 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Production |
|
Three months ended |
|
Increase |
|
March 31, |
|
(Decrease) |
|
2023 |
|
2022 |
|
Units |
|
% |
Natural Gas (Mcf)* |
227,000 |
|
|
215,000 |
|
|
12,000 |
|
|
6 |
% |
Oil (Bbls)** |
43,000 |
|
|
42,000 |
|
|
1,000 |
|
|
2 |
% |
Natural gas liquids (Bbls)** |
8,000 |
|
|
10,000 |
|
|
(2,000) |
|
|
(20 |
%) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Production |
|
Six months ended |
|
Increase |
|
March 31, |
|
(Decrease) |
|
2023 |
|
2022 |
|
Units |
|
|