Barnwell Industries Inc. (BRN) 2024年年度報告「AMEX」.pdf

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1、UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549FORM 10-K(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended September 30,2024or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1

2、934Commission File Number 1-5103 BARNWELL INDUSTRIES,INC.(Exact name of registrant as specified in its charter)Delaware 72-0496921(State or other jurisdiction of incorporation or organization)(I.R.S.Employer Identification No.)1100 Alakea Street,Suite 500,Honolulu,Hawaii96813-2840(Address of princip

3、al executive offices)(Zip code)Registrants telephone number,including area code:(808)531-8400 Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock,$0.50 par valueBRNNYSE AmericanSecurities registered pursu

4、ant to Section 12(g)of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes NoIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act.Yes NoIndicate by

5、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 preceding12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to such filing requiremen

6、ts for the past 90 days.Yes NoIndicate 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 w

7、as required to submit such files).Yes NoIndicate 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 growthcompany.See the definitions of“large accelerated filer,”“accelerated filer,”“smaller report

8、ing company”and emerging growth company in Rule 12b-2 of the ExchangeAct.Large accelerated filer Accelerated filerNon-accelerated filer Smaller reporting companyEmerging growth companyIf an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transitio

9、n period for complying with any new or revisedfinancial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the Registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over finan

10、cialreporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrant inc

11、luded in the filing reflect thecorrection of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrants executive officers during

12、 the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).Yes NoThe aggregate market value of the voting common stock held by non-affiliates of the registrant,computed by reference to the closing price

13、 of a share of common stock onMarch 31,2024(the last business day of the registrants most recently completed second fiscal quarter)was$8,474,000.As of December 13,2024 there were 10,053,534 shares of common stock outstanding.Documents Incorporated by Reference1.Proxy statement,to be forwarded to sto

14、ckholders on or about January 10,2025,is incorporated by reference in Part III hereof.TABLE OF CONTENTS Page Glossary of Terms3 Discussion of Forward-Looking Statements4PART I Item 1.Business5 Item 1A.Risk Factors19 Item 1B.Unresolved Staff Comments31Item 1C.Cybersecurity31 Item 2.Properties32 Item

15、3.Legal Proceedings32 Item 4.Mine Safety Disclosures32 PART II Item 5.Market For Registrants Common Equity,Related Stockholder Matters and IssuerPurchases of Equity Securities33 Item 6.Reserved34 Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations35 Item 7A.Qu

16、antitative and Qualitative Disclosures About Market Risk53 Item 8.Financial Statements and Supplementary Data54 Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure112 Item 9A.Controls and Procedures112 Item 9B.Other Information113Item 9C.Disclosure Regarding F

17、oreign Jurisdictions That Prevent Inspections113 PART III Item 10.Directors,Executive Officers and Corporate Governance114 Item 11.Executive Compensation114 Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters114 Item 13.Certain Relationships and Rela

18、ted Transactions,and Director Independence115 Item 14.Principal Accounting Fees and Services115 PART IV Item 15.Exhibits,Financial Statement Schedules116 Signatures119 Index to Exhibits1212GLOSSARY OF TERMSUnless otherwise indicated,all references to“dollars”in this Form 10-K are to U.S.dollars.Defi

19、ned below are certain terms used in this Form 10-K:Terms DefinitionsAER-Alberta Energy RegulatorARO-Asset retirement obligationASC-Accounting Standards CodificationASU-Accounting Standards UpdateBarnwell of Canada-Barnwell of Canada,LimitedBbl(s)-stock tank barrel(s)of oil equivalent to 42 U.S.gallo

20、nsBoe-barrel of oil equivalent at the rate of 6 Mcf per Bbl of oil or NGLConsolidated Balance Sheets-The consolidated balance sheets of Barnwell Industries,Inc.and its subsidiaries.FASB-Financial Accounting Standards BoardGAAP-U.S.generally accepted accounting principlesGross-Total number of acres o

21、r wells in which Barnwell owns an interest;includes interests owned of record by Barnwelland,in addition,the portion(s)owned by others;for example,a 50%interest in a 320 acre lease represents 320gross acres and a 50%interest in a well represents 1 gross well.In the context of production volumes,gros

22、srepresents amounts before deduction of the royalty share due others.InSite-InSite Petroleum Consultants Ltd.KD I-KD Acquisition,LLLP,formerly known as WB KD Acquisition,LLCKD II-KD Acquisition II,LP,formerly known as WB KD Acquisition,II,LLCKD DevelopmentKD Development,LLCKD Kona-KD Kona 2013 LLLPK

23、KM Makai-KKM Makai,LLLPKukio Resort LandDevelopment Partnerships-The following partnerships in which Barnwell owns non-controlling interest:KD Kukio Resorts,LLLP(“KD Kukio Resorts”)KD Maniniowali,LLLP(“KD Maniniowali”)KD Kaupulehu,LLLP,which consists of KD I and KD II(“KDK”)LCA-Licensee Capability A

24、ssessmentLGX-LGX Oil&Gas Ltd.MBbls-thousands of barrels of oilMcf-one thousand cubic feet of natural gas at 14.65 pounds per square inch absolute and 60 degrees FahrenheitMcfe-Mcf equivalent at the rate of 1 Bbl=6 McfMMcf-one million cubic feet of natural gasNet-Barnwells aggregate interest in the t

25、otal acres or wells;for example,a 50%interest in a 320 acre lease represents160 net acres and a 50%interest in a well represents 0.5 net well.In the context of production volumes,netrepresents amounts after deduction of the royalty share due others.NGL(s)-natural gas liquid(s)Octavian Oil-Octavian O

26、il,Ltd.OWAOrphan Well AssociationRyder Scott-Ryder Scott Company,L.P.SEC-United States Securities and Exchange CommissionU.S.-United StatesVIE-Variable interest entityWater Resources-Water Resources International,Inc.WIPWorking Interest Partners3CAUTIONARY STATEMENT RELEVANT TO FORWARD-LOOKING INFOR

27、MATIONFOR THE PURPOSE OF“SAFE HARBOR”PROVISIONS OF THEPRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 This Form 10-K,and the documents incorporated herein by reference,contain“forward-looking statements”within themeaning of the Private Securities Litigation Reform Act of 1995(PSLRA).A forward-looki

28、ng statement is one which is basedon current expectations of future events or conditions and does not relate to historical or current facts.These statements includevarious estimates,forecasts,projections of Barnwell Industries,Inc.s(referred to herein together with its majority-ownedsubsidiaries as“

29、Barnwell,”“we,”“our,”“us”or the“Company”)future performance,statements of Barnwells plans andobjectives and other similar statements.All such statements we make are forward-looking statements made under the safe harborof the PSLRA,except to the extent such statements relate to the operations of a pa

30、rtnership 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 believesthat its current expectations are

31、 based on reasonable assumptions,it cannot assure that the expectations contained in suchforward-looking statements will be achieved.Forward-looking statements involve risks,uncertainties and assumptions whichcould cause actual results to differ materially from those contained in such statements.Inv

32、estors should not place undue relianceon these forward-looking statements,as they speak only as of the date of filing of this Form 10-K,and Barnwell expresslydisclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements containedherein.Among t

33、he important factors that could cause actual results to differ materially from those in the forward-lookingstatements are domestic and international general economic conditions,such as recessionary trends and inflation;domestic andinternational political,legislative,economic,regulatory and legal act

34、ions,including changes in the policies of the Organizationof the Petroleum Exporting Countries or other developments involving or affecting oil and natural gas producing countries;military conflict,embargoes,internal instability or actions or reactions of the governments of the U.S.and/or Canada ina

35、nticipation of or in response to such developments;interest costs,restrictions on production,restrictions on imports and exportsin both the U.S.and Canada,the maintenance of specified reserves,tax increases and retroactive tax claims,royalty increases,expropriation of property,cancellation of contra

36、ct rights,environmental protection controls,environmental compliancerequirements and laws pertaining to workers health and safety;the condition of Hawaiis real estate market,including the levelof real estate activity and prices,the demand for new housing and second homes on the island of Hawaii,the

37、rate of increase inthe cost of building materials and labor,the introduction of building code modifications,changes to zoning laws,the condition ofHawaiis tourism industry and the level of confidence in Hawaiis economy;levels of land development activity in Hawaii;levelsof demand for water well dril

38、ling and pump installation in Hawaii;the potential liability resulting from pending or futurelitigation;the Companys acquisition or disposition of assets;the effects of changed accounting rules under GAAP promulgatedby rule-setting bodies;and the factors set forth under the heading“Risk Factors”in t

39、his Form 10-K,in other portions of thisForm 10-K,in the Notes to Consolidated Financial Statements,and in other documents filed by Barnwell with the SEC.Inaddition,unpredictable or unknown factors not discussed in this report could also cause actual results to materially andadversely differ from tho

40、se discussed in the forward-looking statements.4PART I ITEM 1.BUSINESS OverviewBarnwell was incorporated in Delaware in 1956 and fiscal 2024 represented Barnwells 68th year of operations.Barnwelloperates in the following three principal business segments:Oil and Natural Gas Segment -Barnwell engages

41、 in oil and natural gas development,production,acquisitions andsales in Canada and in the U.S.states of Oklahoma and Texas.Land Investment Segment -Barnwell owns land interests in Hawaii.Contract Drilling Segment -Barnwell provides well drilling services and water pumping system installation andrepa

42、irs in Hawaii.Oil and Natural Gas SegmentOverviewBarnwell acquires and develops crude oil and natural gas assets in the province of Alberta,Canada via two corporateentities,Barnwell of Canada and Octavian Oil.Barnwell of Canada is a U.S.incorporated company that has been active inCanada for over 50

43、years,primarily as a non-operator participating in exploration projects operated by others.Octavian Oil is aCanadian company incorporated in 2016 to achieve growth through the acquisition and development of crude oil reserves.Additionally,through its wholly-owned subsidiaries BOK Drilling,LLC(“BOK”)

44、,established in February 2021,and BarnwellTexas,LLC(“Barnwell Texas”),established in November 2022,Barnwell is involved in oil and natural gas investments inOklahoma and Texas,respectively.StrategyTwining represents 70%of Barnwells fiscal 2024 production(Boe)and consists of assets in the Twining fie

45、ld,in Alberta,Canada.These assets were purchased in August 2018 and were augmented with subsequent smaller acquisitions of partners.These assets are partially operated by the Company and partially operated by Pine Cliff Energy Ltd.The oil wells operated by theCompany largely have less than 15%per ye

46、ar decline rates,and due to these lower decline rates,require less capital investmentto replace decline.This lower capital requirement along with the fact that the land is largely held indefinitely,enablesdevelopment drilling to be done when commodity prices support it.Since Barnwells entry into the

47、 Twining property,we haveparticipated in drilling 12 gross horizontal development wells that were completed with multi-stage sand fracs,which havecumulatively been or are forecast to be profitable.Of these 12 wells,three are 100%-owned operated wells in locations selectedby Barnwell and nine gross(2

48、.6 net)are non-operated wells.Barnwell plans to continue to develop the pool with more horizontalwells if commodity prices continue to support their profitability.Barnwell also has some minor legacy assets that represent 14%of Barnwells fiscal 2024 production(Boe)and consist ofthe largely non-operat

49、ed oil and natural gas assets located throughout Alberta,Canada,and produce shallow gas or conventionaloil from a variety of pools.These assets have been accumulated over decades of Barnwell activity.Barnwell has divested manyof these properties in5fiscal 2024 in order to reduce risk and increase fo

50、cus in the Twining area.Barnwell will continue to opportunistically divest ourremaining legacy Canadian assets and minimal capital is expected to be invested in these properties.Barnwell is continuallyreviewing the market and evaluating opportunities to add to our production and development portfoli

51、o.The Company has non-operated working interests in seven wells varying from 1.2%to 4.2%and a minor overridingroyalty interest,0.07%,in one well in Oklahoma.Our interests in Oklahoma produced 7%of Barnwells fiscal 2024 production(Boe).The Company has a 15.4%non-operated working interest in two wells

52、 in the Permian Basin in Texas.Our interests inTexas produced 9%of Barnwells fiscal 2024 production(Boe).OperationsOur oil and natural gas segment revenues,profitability,and future rate of growth are dependent upon oil and natural gasprices and the Companys ability to use its current cash,obtain ext

53、ernal financing or generate sufficient cash flows to fund thedevelopment of our reserves.In the recent past,the industry experienced a period of low oil and natural gas prices that negativelyimpacted our past operating results,cash flows and liquidity.Credit and capital markets for oil and natural g

54、as markets arevolatile.We may seek to raise additional capital if such proceeds are considered attractive and would support potential growth.Natural gas prices are typically higher in the winter than at other times due to increased heating demand.Oil prices alsoare subject to seasonal fluctuations,b

55、ut to a lesser degree.Oil and natural gas unit sales are based on the quantity produced fromthe properties by the respective property operators.Oil prices received in Canada are impacted by differentials in price to WestTexas Intermediate(“WTI”).In recent history this meant that Barnwell at times re

56、ceived prices at a significant discount to WTI.In 2024,additional oil export pipeline capacity was made available in Canada which greatly reduced this differential.Gas pricesreceived in Canada are based on published AECO hub prices and are also impacted by local market conditions that result in adis

57、count to U.S.Henry Hub pricing.Oil prices received from the Texas and Oklahoma properties are generally in line with WTIpricing.Realized gas prices from our Texas natural gas sold at the Waha Hub are at a significant discount to Henry Hub due tolimited gas egress from the Permian Basin and excess su

58、pply in the area.Preparation of Reserve EstimatesBarnwells reserves are estimated by our independent petroleum reserve engineers,InSite Petroleum Consultants Ltd.(“InSite”)in Canada and Ryder Scott Company,L.P.(“Ryder Scott”)in the U.S.,in accordance with generally acceptedpetroleum engineering and

59、evaluation principles and techniques and rules and regulations of the SEC.All information withrespect to the Companys Canadian reserves in this Form 10-K is derived from the report of InSite,which is filed with thisForm 10-K as Exhibit 99.1.All information with respect to the Companys U.S.reserves i

60、n this Form 10-K is derived from thereport of Ryder Scott,which is filed with this Form 10-K as Exhibit 99.2.The preparation of data used by the independent petroleum reserve engineers to compile our oil and natural gas reserveestimates was completed in accordance with various internal control proce

61、dures which include verification of data input intoreserves evaluation software,reconciliations and reviews of data provided to the independent petroleum reserve engineers toensure completeness,and management6review controls,including an independent internal review of the final reserve report for co

62、mpleteness and accuracy.Barnwell has a Reserves Committee consisting of two independent directors and Barnwells Corporate Secretary.TheReserves Committee was established to ensure the independence of the Companys petroleum reserve engineers.The ReservesCommittee is responsible for reviewing the annu

63、al reserve evaluation reports prepared by the independent petroleum reserveengineering firms and ensuring that the reserves are reported fairly in a manner consistent with applicable standards.TheReserves Committee meets annually to discuss reserve issues and policies and to meet with Company person

64、nel and theindependent petroleum reserve engineers.The President and Chief Operating Officer of Barnwell of Canada and Octavian Oil,who also serves as the President andChief Executive Officer of Barnwell effective April 1,2024,is a professional engineer with over 25 years of relevant experiencein th

65、e oil and natural gas industry in Canada and is a member of the Association of Professional Engineers and Geoscientists ofAlberta.ReservesAt September 30,2024,Barnwells reserves were approximately 52%operated and consisted of 41%conventional oil,15%conventional natural gas liquids,and 44%natural gas

66、.At September 30,2023,Barnwells reserves were approximately 43%operated and consisted of 38%conventional oil,14%conventional natural gas liquids,and 48%natural gas.The amounts set forth in the following table,based on our independent reserve engineers evaluation of our reserves,summarize our estimat

67、ed proved reserves of oil,natural gas liquids,and natural gas as of September 30,2024 for all propertieslocated in Canada and the U.S.in which Barnwell has an interest.All of our oil and natural gas reserves are based on constantdollar price and cost assumptions.The Company emphasizes that reserve e

68、stimates are inherently imprecise and that estimates ofnew discoveries and undeveloped locations are more imprecise than estimates of established proved producing oil and natural gasproperties.Accordingly,these estimates are expected to change as future information becomes available.Proved oil and n

69、aturalgas reserves are the estimated quantities of oil and natural gas that geological and engineering data demonstrate,with reasonablecertainty,to be recoverable in future years from known reservoirs under economic and operating conditions(i.e.,prices and costs)existing at the time the estimate is

70、made.Proved developed oil and natural gas reserves are proved reserves that can be expectedto be recovered through existing wells and equipment in place and under operating methods being utilized at the time theestimates were made.No estimates of total proved net oil or natural gas reserves have bee

71、n filed with,or included in reports to,any federal authority or agency,other than the SEC,since October 1,2023.As of September 30,2024Estimated NetProved DevelopedReservesEstimated NetProved UndevelopedReservesEstimated NetProved ReservesOil(Bbls)873,000 109,000 982,000 Natural gas liquids(Bbls)340,

72、000 23,000 363,000 Natural gas(Mcf)5,815,000 640,000 6,455,000 Total(Boe)2,184,000 239,000 2,423,000 7During fiscal 2024,Barnwells total net proved reserves of oil and natural gas liquids increased by 83,000 Bbls(9%)and36,000 Bbls(11%),respectively,and total net proved reserves of natural gas decrea

73、sed by 246,000 Mcf(4%),for a combinedincrease of 80,000 Boe(3%).The increase in proved reserves for oil and natural gas liquids were primarily the result of revisionsdue to the improved production performance of many wells in Twining as a result of focused attention and investment inoptimization.The

74、 Company has identified a number of additional optimization projects for fiscal 2025 that should furtherimprove well performance and reduce operating costs.Projects are generally workovers,field automation,and facilitydebottlenecking.Barnwell has an ownership is all processing facilities that handle

75、 our net production volumes.The following tables set forth Barnwells oil and natural gas net reserves at September 30,2024,by location and propertyname,based on information prepared by our independent reserve engineers,as well as net production and net revenues bylocation and property name for the y

76、ear ended September 30,2024.The reserve data in these tables are based on constant dollarswhere reserve estimates are based on sales prices,costs and statutory tax rates using a historical average price of the first daypricing of the last 12-months ending with September 2024.As of September 30,2024N

77、et Proved Producing ReservesNet Proved ReservesProperty NameOil (MBbls)NGL(MBbls)Gas (MMcf)Oil (MBbls)NGL(MBbls)Gas (MMcf)Canada:Twining710 126 3,637 867 156 4,549 Medicine River23 43 366 23 43 366 Thornbury 2 26 Other properties2 2 United States:Oklahoma33 86 699 33 86 699 Texas57 78 815 57 78 815

78、Total825 333 5,519 982 363 6,455 For the year ended September 30,2024Net ProductionNet RevenuesProperty NameOil (MBbls)NGL(MBbls)Gas (MMcf)OilNGLGasCanada:Twining160 23 944$11,241,000$1,190,000$1,619,000 Medicine River2 4 18 171,000 107,000 26,000 Thornbury 52 39,000 Other properties22 9 71 633,000

79、9,000 58,000 United States:Oklahoma5 12 99 406,000 252,000 190,000 Texas14 16 160 1,058,000 322,000 75,000 Total203 64 1,344$13,509,000$1,880,000$2,007,000 8Net proved reserves that are attributable to existing producing wells are primarily determined using decline curveanalysis.Net proved reserves

80、attributable to producing wells with limited production history and for undeveloped locations areestimated using performance from analogous wells in the surrounding area and geologic data to assess the reservoir continuity.Standardized Measure of Discounted Future Net Cash FlowsThe following table s

81、ets forth Barnwells“Estimated Future Net Revenues”from total proved oil,natural gas and naturalgas liquids reserves located in Canada and the U.S.and the present value of Barnwells“Estimated Future Net Revenues”(discounted at 10%)as of September 30,2024.Estimated future net revenues for total proved

82、 reserves are net of estimated futureexpenditures of developing and producing the proved reserves,and assume the continuation of existing economic conditions.Netrevenues have been calculated using the average first-day-of-the-month price during the 12-month period ending as of thebalance sheet date

83、and current costs,after deducting all royalties,operating costs,future estimated capital expenditures(includingabandonment costs),and income taxes.The amounts below include future cash flows from reserves that are currently provedundeveloped reserves and do not deduct general and administrative or i

84、nterest expenses.Year ending September 30,2025$5,208,000 20264,802,000 20273,301,000 Thereafter2,646,000 Undiscounted future net cash flows,after income taxes$15,957,000 Standardized measure of discounted future net cash flows$15,850,000*_*This amount does not purport to represent,nor should it be i

85、nterpreted as,the fair value of Barnwells oil and natural gas reserves.An estimate of fair value would alsoconsider,among other items,the recovery of reserves not presently classified as proved,anticipated future changes in oil and natural gas prices(these amounts were basedon a natural gas price of

86、$1.16 per Mcf and an oil price of$70.78 per Bbl)and costs,and a discount factor more representative of the time value of money and the risksinherent in reserve estimates.Barnwell has included all abandonment,decommissioning and reclamation costs and inactive well costs into theCompanys reserve repor

87、ts in accordance with best practice recommendations.Oil and Natural Gas ProductionThe following table summarizes(a)Barnwells net production for the last three fiscal years,based on sales of natural gas,oil and natural gas liquids,from all wells in which Barnwell has or had an interest,and(b)the aver

88、age sales prices and averageproduction costs for such production during the same periods.Production amounts reported are net of royalties.All of Barnwellsnet production in fiscal 2024 and 2023 was derived in Alberta,Canada and in the U.S.states of Oklahoma and Texas.Barnwellsnet production in fiscal

89、 2022 was derived in Alberta,Canada and in Oklahoma.For a discussion regarding our total annualproduction volumes,average sales prices,and related production costs,see Item 7,“Managements Discussion and Analysis ofFinancial Condition and Results of Operations.”9 Year ended September 30,202420232022A

90、nnual net production:Natural gas(Mcf)1,344,000 1,263,000 964,000 Oil(Bbls)203,000 204,000 182,000 Natural gas liquids(Bbls)64,000 52,000 48,000 Total(Boe)491,000 467,000 396,000 Total(Mcfe)2,946,000 2,799,000 2,296,000 Annual average sales price per unit of production:Mcf of natural gas*$1.41$2.64$4

91、.63Bbl of oil*$66.49$69.77$86.73Bbl of natural gas liquids*$29.38$32.24$48.06Annual average production cost per Boe produced*$19.82$22.10$23.66Annual average production cost per Mcfe produced*$3.30$3.68$4.08_*Calculated on revenues net of pipeline charges before royalty expense divided by gross prod

92、uction.*Calculated on revenues before royalty expense divided by gross production.*Calculated on production costs,excluding natural gas pipeline charges,divided by the combined total production of natural gas liquids,oil and natural gas.Capital Expenditures and AcquisitionsBarnwell invested$4,805,00

93、0 in oil and natural gas properties during fiscal 2024,including accrued capital expendituresand acquisitions of oil and natural gas properties and excluding additions and revisions to estimated asset retirement obligations.Barnwells capital expenditures were primarily for the drilling of a new well

94、 and for equipment and upgrades to facilities,all ofwhich were in the Twining area.Barnwell invested$10,729,000 in oil and natural gas properties during fiscal 2023,including accrued capital expendituresand acquisitions of oil and natural gas properties and excluding additions and revisions to estim

95、ated asset retirement obligations.Barnwells capital expenditures were primarily for the drilling of new wells in Texas and the Twining area.Well Drilling ActivitiesDuring the year ended September 30,2024,the Company drilled one gross(1.0 net)operated development oil well in theTwining area which sta

96、rted producing in mid-September 2024.The well has produced on average approximately 107 Boe per dayin its first two months of production.Capital expenditures incurred by the Company for this well totaled approximately$3,183,000.The Company did not drill or participate in the drilling of wells in Tex

97、as or in Oklahoma during the year endedSeptember 30,2024.In fiscal 2023,the Company participated in the drilling of three gross(0.9 net)non-operated development wells in theTwining area of Alberta,Canada.Total capital expenditures for the year ended September 30,2023 totaled approximately$4,770,000

98、and included the drilling,completion and equipping of the three gross(0.9 net)wells along with various upgrades tothe Twining facilities.Additionally,the Company participated in the drilling of two gross(0.3 net)non-operated development oilwells in Texas.Capital expenditures incurred for the drillin

99、g of these two wells totaled approximately10$4,293,00 during the year ended September 30,2023.The Company did not drill or participate in the drilling of wells inOklahoma during the year ended September 30,2023.In fiscal 2022,the Company participated in the drilling of six gross(1.7 net)non-operated

100、 development wells in theTwining area.Capital expenditures incurred by the Company for these non-operated development wells totaled$4,366,000 forthe year ended September 30,2022.Five gross(1.4 net)wells were producing at September 30,2022 and the remaining onegross(0.3 net)well was awaiting tie-in a

101、nd started producing in fiscal 2023.The Company drilled one gross(1.0 net)operateddevelopment well in the Twining area which was producing at September 30,2022.Capital expenditures incurred by theCompany for this operated well was$2,852,000.The Company did not drill or participate in the drilling of

102、 wells in Oklahomaduring the year ended September 30,2022.Producing WellsAs of September 30,2024,Barnwell has interests in 141 gross(69.3 net)producing wells in Alberta,Canada,of which 93gross(63.3 net)were oil wells and 48 gross(6.0 net)were natural gas wells.Additionally,Barnwell has interests in

103、seven gross(0.2 net)and two gross(0.3 net)producing oil wells in Oklahoma and Texas,respectively,as of September 30,2024.Developed Acreage and Undeveloped AcreageThe following table sets forth the gross and net acres of both developed and undeveloped oil and natural gas leases in theprovince of Albe

104、rta,Canada which Barnwell held as of September 30,2024.The acreage of developed and undeveloped oil andnatural gas leases in the U.S.are not significant and are therefore not included in the table below.Developed Acreage*Undeveloped Acreage*TotalLocationGrossNetGrossNetGrossNetAlberta,Canada131,5903

105、0,73026,2107,410157,80038,140_*“Developed Acreage”includes the acres covered by leases upon which there are one or more producing wells.“Undeveloped Acreage”includes acres covered by leasesupon which there are no producing wells and which are maintained by the payment of delay rentals or the commenc

106、ement of drilling thereon.Seventy-seven percent of Barnwells undeveloped acreage is not subject to expiration at September 30,2024.Twenty-three percent of Barnwells leasehold interests in undeveloped acreage is subject to expiration and may expire over the next fivefiscal years,if not developed,as f

107、ollows:4%expire during fiscal 2025;9%expire during fiscal 2026;6%expire during fiscal2027;4%expire during fiscal 2028;and no expirations during fiscal 2029.There can be no assurance that Barnwell will besuccessful in renewing its leasehold interests in the event of expiration.Barnwells undeveloped a

108、creage includes a significant concentration in the Twining area(2,810 net acres).The remainingundeveloped acreage is at non-operated properties over which we do not have control,and the value of such acreage is notestimated to be significant at current commodity prices.Marketing of Oil and Natural G

109、as Barnwell sells its Canadian oil,natural gas,and natural gas liquids production under short-term contracts between itselfand two main oil purchasers,one natural gas purchaser,and one natural gas11liquids purchaser.The prices received are freely negotiated between buyers and sellers and are determi

110、ned from transparentposted prices adjusted for quality and transportation differentials.In the quarter ended December 31,2023,the Company amended certain of its Canadian purchase and sales contracts tochange the sales price on 1,055 gross Mcf per day of the Canadian natural gas that it sells during

111、the period from April 1,2024 toOctober 31,2024 to a fixed index price before differentials of$2.55 Canadian dollars per Mcf,with remaining volumescontinuing to be sold at spot prices.This per day volume of natural gas under fixed index price contract is equivalent toapproximately 33%of Canadian natu

112、ral gas gross production per day for the year ended September 30,2024.In July 2024,theCompany amended the sales price on 1,055 gross Mcf per day of the Canadian natural gas it will sell during the period fromNovember 1,2024 to March 31,2025 to a fixed index price before differentials of$2.64 Canadia

113、n dollars per Mcf,withremaining volumes continuing to be sold at spot prices.This per day volume of natural gas under this fixed index price contract isequivalent to approximately 33%of Canadian natural gas gross production per day for the year ended September 30,2024.Thesenatural gas contracts were

114、 eligible for and elected as normal purchase and normal sales exception contracts and were thusexcluded from derivative accounting.In the quarter ended December 31,2023,the Company amended certain of its Canadian purchase and sales contracts tochange the sales price on 225 gross barrels per day of t

115、he Canadian oil for sale for the period from January 1,2024 to June 30,2024 to a fixed index price before differentials of$69.46 per net barrel,with remaining volumes continuing to be sold at spotprices.This per day volume of oil under this fixed index price contract was equivalent to approximately

116、35%of Canadian oilgross production per day for the year ended September 30,2024.In July 2024,the Company amended the sales price on 100gross barrels per day of the Canadian oil that it sells during the period from August 1,2024 to December 31,2024 to a fixedindex price before differentials of$79.00

117、per net barrel,with remaining volumes continuing to be sold at spot prices.This per dayvolume of oil under this fixed index price contract is equivalent to approximately 16%of Canadian oil gross production per dayfor the year ended September 30,2024.These oil contracts were eligible for and elected

118、as normal purchase and normal salesexception contracts and were thus excluded from derivative accounting.In fiscal 2024 and 2023,Barnwell took most of its Canadian oil,natural gas liquids and natural gas“in kind”whereBarnwell markets the products instead of having the operator of a producing propert

119、y market the products on Barnwells behalf.We sell oil,natural gas and natural gas liquids to a variety of energy marketing companies.Because our products are commoditiesfor which there are numerous marketers,we are not dependent upon one purchaser or a small group of purchasers.Accordingly,the loss

120、of any single purchaser would not materially affect our revenues.Governmental RegulationThe jurisdictions in which the oil and natural gas properties of Barnwell are located have regulatory provisions relating topermits for the drilling of wells,the spacing of wells,the prevention of oil and natural

121、 gas waste,allowable rates of production,environmental protection,and other matters.The amount of oil and natural gas produced is subject to control by regulatoryagencies in each province.The province of Alberta and the Government of Canada also monitor the volume of natural gas thatmay be removed f

122、rom the province and the conditions of removal;currently all our Canadian natural gas is sold within Alberta.All of Barnwells Canadian gross revenues were derived from properties located within Alberta,which charges oil andnatural gas producers a royalty for production within the province.Provincial

123、12royalties are calculated as a percentage of revenue and vary depending on production volumes,selling prices and the date ofdiscovery.Barnwell also pays gross overriding royalties and leasehold royalties on a portion of its oil and natural gas sales toparties other than the province of Alberta.Unde

124、r the current royalty framework for newly drilled wells,the same royalty calculation applies to both oil and naturalgas wells and royalties are determined on a revenue minus cost basis where producers pay a flat royalty rate of 5%of grossrevenues until a well reaches payout after which an increased

125、post-payout royalty applies.Post payout royalties vary withcommodity prices and well production rates.In fiscal 2024,75%of Canadian royalties were related to Alberta government charges and 25%of royalties were relatedto freehold,overriding royalties and other charges.In fiscal 2024,the weighted-aver

126、age royalty rate paid on all of Barnwells Canadian natural gas was 6%,and theweighted-average royalty rate paid on oil was 21%.In fiscal 2024,the weighted-average royalty rate paid on all of Oklahomasand Texass production was 23%and 26%,respectively.Under Canadian oil and gas law and regulations,in

127、order for the Company to retain the right to acquire,transfer,or drillwell licenses,Barnwell must maintain a favorable Licensee Capability Assessment(“LCA”)with the Alberta Energy Regulators(“AER”).The LCA is intended to be a comprehensive assessment of corporate health and considers a wide variety

128、of factors andestablishes guidelines for the industry with regards to the management of liabilities throughout the entire lifecycle of oil and gasprojects.Factors considered by the AER are combined into six groups,these being current financial distress,liability magnitude,resources lifespan,operatio

129、ns compliance,closure efficiency,and administrative compliance.These factors are compared to peeroperators and ranked into three“Tiers.”Barnwells assessment under the LCA Program is currently favorable with Tier 1 or Tier2 overall rankings in the six factor groups.Barnwell believes it can continue t

130、o manage its operations to maintain a favorableranking.A program has also been implemented by the AER which requires mandatory annual minimum expenditures towardsoutstanding decommissioning and reclamation obligations in accordance with AER targets which are adjusted by the AER on anannual basis.The

131、 target for calendar 2025 is 6.2%of an individual companys inactive liability.This amount for Barnwell isapproximately$244,000.Barnwell believes the targets assessed by the AER are within estimated forecasts for Barnwells futureARO spending and therefore the Company expects to be in compliance with

132、AER spending targets under their mandatory spendrequirements.In instances where Barnwell is a non-operating partner of a company which has become insolvent,Barnwell and anyremaining partners are responsible for administering site closure.This is achieved in one of two ways.First,either Barnwell orth

133、e other partners proceed with closure,and then make a claim for the costs attributed to the insolvent entity from the OrphanWell Association(“OWA”)after the abandonment work has been certified complete by the AER.Alternatively,Barnwell maypay a deposit to the OWA for its net share of the estimated c

134、losure costs,plus contingency as determined by the OWA.Thisallows the OWA to proceed with closure work on behalf of all partners.As of September 2024,Barnwell had provided$923,000in cash deposits to the OWA,and$353,000 of the deposit has been spent on closure activities as at September 30,2024.If th

135、eamount of deposit proves larger than that required by the OWA to complete the estimated work,Barnwell will receive a refund onthe excess after sites are certified by the AER.These deposits do not earn interest.Asset retirement obligations of Barnwells net13share of sites operated by all partners ar

136、e included in“Asset retirement obligation”,current and long-term,in the ConsolidatedBalance Sheets.Over the past eight years,the Company has worked to reduce its abandonment and reclamation obligations associatedwith its oil and natural gas segment,both by divesting low-productivity assets and activ

137、ely closing wells and sites.Twenty-fourBarnwell-operated sites have been certified as fully reclaimed or exempt since 2016.CompetitionBarnwell competes in the sale of oil and natural gas on the basis of price and on the ability to deliver products.The oiland natural gas industry is intensely competi

138、tive in all phases,including the acquisition and development of new production andreserves and the acquisition of equipment and labor necessary to conduct drilling activities.The competition comes fromnumerous major oil companies as well as numerous other independent operators.There also is competit

139、ion between the oil andnatural gas industry and other industries in supplying the energy and fuel requirements of industrial,commercial and individualconsumers.Barnwell is a minor participant in the industry and competes in its oil and natural gas activities with many othercompanies having far great

140、er financial,technical and other resources.Land Investment SegmentOverviewBarnwell owns a 77.6%interest in Kaupulehu Developments,a Hawaii general partnership(“Kaupulehu Developments”)that has the right to receive payments from KD I and KD II resulting from the sale of lots and/or residential units

141、by KD I andKD II within the approximately 870 acres of the Kaupulehu Lot 4A area in two increments(“Increment I”and“Increment II”),located approximately six miles north of the Kona International Airport in the North Kona District of the island of Hawaii.Kaupulehu Developments also holds an interest

142、in approximately 1,000 acres of vacant leasehold land zoned conservationlocated adjacent to Lot 4A under a lease that terminates in December 2025,which currently has no development potential withoutboth a development agreement with the lessor and zoning reclassification.Barnwell,through two limited

143、liability limited partnerships,KD Kona and KKM Makai(“KKM”),holds a non-controllingownership interest in the Kukio Resort Land Development Partnerships comprised of KD Kukio Resorts,KD Maniniowali,andKDK.The Kukio Resort Land Development Partnerships own certain real estate and development rights in

144、terests 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 Resorts real estate sales office operations.KDK holds interests in KD I and KD II.KD I is the developer ofIncrement I,and KD II is the de

145、veloper of Increment II.Barnwells ownership interests in the Kukio Resort Land DevelopmentPartnerships are accounted for using the equity method of accounting.OperationsIncrement I is an area of 80 single-family lots,all of which were sold from 2006 to 2024,and a beach club on the portionof the prop

146、erty bordering the Pacific Ocean.Increment II is the remaining portion of the approximately 870-acre property and iszoned for single-family and multi-family residential units and a golf course and clubhouse.Two residential lots of approximatelytwo to three acres in size14fronting the ocean were deve

147、loped within Increment II and sold by KD II,and the remaining acreage within Increment II is notyet under development.It is uncertain when or if KD II will develop the other areas of Increment II,and there is no assurancewith regards to the amounts of future sales from Increment II.The remaining 420

148、 developable acres at Increment II are entitledfor up to 350 homesites.No definitive development plans have been made by KD II,the developer of Increment II,as of the dateof this report.Kaupulehu Developments was entitled to receive payments from KD I based on 10%of the gross receipts from KD Issale

149、s of single-family residential lots in Increment I.In fiscal 2024,the last two remaining single-family lots of the 80 lotsdeveloped within Increment I were sold.In March 2019,KD II admitted a new development partner,Replay Kaupulehu Development,LLC(“Replay”),a partyunrelated to Barnwell,in an effort

150、 to move forward with development of the remainder of Increment II at Kaupulehu.KDK andReplay hold ownership interests of 55%and 45%,respectively,of KD II and Barnwell has a 10.8%indirect non-controllingownership interest in KD II through KDK,which is accounted for using the equity method of account

151、ing.Barnwell continues tohave an indirect 19.6%non-controlling ownership interest in KD Kukio Resorts,KD Maniniowali,and KD I.Under the terms of the Increment II agreement with KD II,Kaupulehu Developments is entitled to 15%of thedistributions of KD II,the cost of which is to be solely borne by KDK

152、out of its 55%ownership interest in KD II,plus a prioritypayout of 10%of KDKs cumulative net profits derived from Increment II sales subsequent to Phase 2A,up to a maximum of$3,000,000 as to the priority payout.Such interests are limited to distributions or net profits interests and Barnwell does no

153、t haveany partnership interests in KD II or KDK through its interest in Kaupulehu Developments.The arrangement also gives Barnwellrights to three single-family residential lots in Phase 2A of Increment II,and four single-family residential lots in phasessubsequent to Phase 2A when such lots are deve

154、loped by KD II,all at no cost to Barnwell.Barnwell is committed to commenceconstruction of improvements within 90 days of the transfer of the four lots in the phases subsequent to Phase 2A as a conditionof the transfer of such lots.Also,in addition to Barnwells existing obligations to pay profession

155、al fees to certain parties based onpercentages of its gross receipts,Kaupulehu Developments also is obligated to pay an amount equal to 0.72%and 0.2%of thecumulative net profits of KD II to KD Development and a pool of various individuals,respectively,all of whom are partners ofKKM and are unrelated

156、 to Barnwell,in compensation for the agreement of these parties to admit the new development partner,Replay,for Increment II.Such compensation will be reflected as the obligation becomes probable and the amount of theobligation can be reasonably estimated.As stated above,Increment II is not yet unde

157、r development and it is uncertain when or ifKD II will develop the other areas of Increment II,and there is no assurance with regards to the amounts of future sales fromIncrement II.In fiscal 2024,the Kukio Resort Land Development Partnerships sold the last two remaining lots in Increment I and as a

158、result of the lot sales,made cash distributions to its partners of which Barnwell received$1,071,000 resulting in a net amount of$953,000,after distributing$118,000 to non-controlling interests.CompetitionBarnwells land investment segment is subject to intense competition in all phases of its operat

159、ions including theacquisition of new properties,the securing of approvals necessary for land rezoning,and the search for potential buyers ofproperty interests presently owned.The competition comes from numerous independent land development companies and otherindustries involved in land investment ac

160、tivities.The principal factors affecting competition are the location of the project andpricing.Barnwell is a minor15participant in the land development industry and competes in its land investment activities with many other entities having fargreater financial and other resources.Contract Drilling

161、SegmentOverviewBarnwells wholly-owned subsidiary,Water Resources,drills water and water monitoring wells of varying depths inHawaii,installs and repairs water pumping systems,and is the distributor for Trillium Flow Technologies,previously known asFloway,pumps and equipment in the state of Hawaii.Op

162、erationsWater Resources owns and operates three water well drilling rigs,two pump rigs and other ancillary drilling and pumpequipment.Additionally,Water Resources leases short-term a storage facility in Waipahu,Hawaii,and a one-acre maintenanceand storage facility with 2,800 square feet of interior

163、space in Kawaihae,Hawaii.Water Resources also maintains an inventory ofuninstalled materials for jobs in progress and an inventory of drilling materials and pump supplies.Water Resources currently operates in Hawaii and is not subject to seasonal fluctuations.The demand for WaterResources services i

164、s primarily dependent upon land development activities in Hawaii.Water Resources markets its services toland developers and government agencies,and identifies potential contracts through public notices,and referrals.Contracts areusually fixed price per lineal foot drilled and are negotiated with pri

165、vate entities or obtained through competitive bidding withprivate entities or local,state and federal agencies.Contract revenues are not dependent upon the discovery of water or othersimilar targets,and contracts are not subject to renegotiation of profits or termination at the election of the gover

166、nmental entitiesinvolved.Contracts provide for arbitration in the event of disputes.In fiscal 2023,Water Resources sold a drilling rig to an independent third party for proceeds of$551,000,net of relatedcosts,and recognized a$551,000 gain on the sale of the drilling rig during the year ended Septemb

167、er 30,2023,as the rig wasfully depreciated.In fiscal 2024,Water Resources started three pump installation and repair contracts and completed two well drilling andfive pump installation and repair contracts.The two completed well drilling contracts were both started in fiscal 2023.Of the fivecomplete

168、d pump installation and repair contracts,two were started in fiscal 2017,one was started in fiscal 2019,and two werestarted in the current year.Fifty-four percent of well drilling and pump installation and repair jobs,representing 18%of totalcontract drilling revenues in fiscal 2024,have been pursua

169、nt to government contracts.At September 30,2024,there was a backlog of one well drilling and two pump installation and repair contracts and all ofthe contracts were in progress as of September 30,2024.16The approximate dollar amount of Water Resources backlog of firm well drilling and pump installat

170、ion and repaircontracts at December 1,2024 and 2023 was as follows:December 1,20242023Well drilling$800,000$5,900,000 Pump installation and repair300,000 900,000$1,100,000$6,800,000 All of the contract drilling revenues in backlog at December 1,2024 is expected to be recognized in fiscal 2025.Potent

171、ial Sale or Wind Down of the Contract Drilling SegmentOn December 13,2023,the Company entered into a stock purchase agreement with a construction company for the saleof Water Resources.On December 27,2023,the stock purchase agreement was terminated by the buyer prior to closing.TheCompany continues

172、to investigate strategies regarding Water Resources future including,but not limited to,other potentialopportunities for a sale of its stock or assets.If no sale of its stock or assets along with contract backlog can be secured,WaterResources will likely be wound down after all contracts in backlog

173、are completed and any remaining drilling rigs and equipmentwill be liquidated.CompetitionWater Resources competes with other drilling contractors in Hawaii,some of which use drill rigs similar to WaterResources.These competitors also are capable of installing and repairing vertical turbine and subme

174、rsible water pumpingsystems in Hawaii.These contractors compete actively with Water Resources for government and private contracts.Pricing isWater Resources major method of competition;reliability of service also is a significant factor.Financial Information About Industry Segments and Geographic Ar

175、easNote 12 in the“Notes to Consolidated Financial Statements”in Item 8 contains information on our segments andgeographic areas.EmployeesAt December 1,2024,Barnwell employed 28 individuals;27 on a full time basis and 1 on a part-time basis.Environmental CostsBarnwell is subject to extensive environm

176、ental laws and regulations.U.S.Federal and state and Canadian Federal andprovincial governmental agencies issue rules and regulations and enforce laws to protect the environment which are oftendifficult and costly to comply with and which carry substantial penalties for failure to comply,particularl

177、y in regard to thedischarge of materials into the environment.These laws,which are constantly changing,regulate the discharge of materials intothe environment and maintenance of surface conditions and may require Barnwell to remove or mitigate the environmental17effects of the disposal or release of

178、 petroleum or chemical substances at various sites where it has a working interest.For further information on environmental remediation,see the Contingencies section included in Item 7,“ManagementsDiscussion and Analysis of Financial Condition and Results of Operations”and the notes to our consolida

179、ted financial statementsincluded in Item 8,“Financial Statements and Supplementary Data.”Available InformationWe maintain a website at .We make available on our website free of charge our annual reports onForm 10-K,quarterly reports on Form 10-Q,current reports on Form 8-K,and any amendments to thos

180、e reports as soon aspracticable after we electronically file such reports with,or furnish them to,the SEC.The contents of our website are not part ofthis Annual Report on Form 10-K and are not incorporated by reference into this document.Our filings with the SEC areavailable to the public through th

181、e SECs website at www.sec.gov.The Companys references to URLs for these websites areintended to be textual references only.18ITEM 1A.RISK FACTORS The business of Barnwell and its subsidiaries face numerous risks,including those set forth below or those describedelsewhere in this Form 10-K or in Barn

182、wells other filings with the SEC.The risks described below are not the only risks thatBarnwell faces.If any of the following risk factors should occur,our profitability,financial condition or liquidity could bematerially negatively impacted.Entity-Wide RisksStockholders may be diluted significantly

183、through our efforts to obtain financing,satisfy obligations through the issuanceof securities or use our stock as consideration in certain transactions.Our Board of Directors has authority,without action or vote of the stockholders,subject to the requirements of the NYSEAmerican and applicable law,t

184、o issue all shares of our common stock or warrants or other instruments to purchase such shares ofour common stock.In addition,we may raise capital by selling shares of our common stock,possibly at a discount to market inthe future.These actions would result in dilution of the ownership interests of

185、 existing stockholders and may further dilutecommon stock book value,and that dilution may be material.A related effect of such issuances may enhance existing largestockholders influence on the Company,including that of Alexander Kinzler,our General Counsel and Secretary.A small number of stockholde

186、rs,including our General Counsel and Secretary,own a significant amount of our commonstock and may have influence over the Company.As of September 30,2024,our General Counsel and Secretary,who is the Executive Chairman of the Board of Directors,and two other stockholders hold approximately 48%of our

187、 outstanding common stock.The interests of one or more of thesestockholders may not always coincide with the interests of other stockholders.These stockholders have significant influence overall matters submitted to our stockholders,including the election of our directors,and could accelerate,delay,

188、deter or prevent achange of control of the Company.Our operations are subject to currency rate fluctuations.Our operations are subject to fluctuations in foreign currency exchange rates between the U.S.dollar and the Canadiandollar.Our financial statements,presented in U.S.dollars,may be affected by

189、 foreign currency fluctuations through bothtranslation risk and transaction risk.Volatility in exchange rates may adversely affect our results of operations,particularlythrough the weakening of the U.S.dollar relative to the Canadian dollar which may affect the relative prices at which we sell ouroi

190、l and natural gas and may affect the cost of certain items required in our operations.To date,we have not entered into foreigncurrency hedging transactions to control or minimize these risks.Adverse changes in actuarial assumptions used to calculate retirement plan costs due to economic or other fac

191、tors,orlower returns on plan assets could adversely affect Barnwells results and financial condition.Retirement plan cash funding obligations and plan expenses and obligations are subject to a high degree of uncertaintyand could increase in future years depending on numerous factors,including the pe

192、rformance of the financial markets,specifically the equity markets and levels of interest rates.19Declines in the price of our common stock could adversely affect the value of an asset on our balance sheet and ourstockholders equity.Currently,Barnwells pension plan is overfunded,meaning that the cur

193、rent fair value of the assets held by the pensionplan exceeds the estimated current accumulated benefit obligation of the pension plan.The overfunded amount is included on ourbalance sheet as an asset titled“Asset for retirement benefits.”As of September 30,2024,the value of that asset was$4,899,000

194、,which represented 16%of the Companys total assets of$30,669,000 and 38%of our stockholders equity.A decline in the valueof our pension plans investments overall,or of any one investment,could reduce the value of“Asset for retirement benefits.”A portion of the pension plans investments is in publicl

195、y traded stocks,one of which is Barnwells common stock.As ofSeptember 30,2024,the value of the Barnwell common stock held by the pension plan was$934,000,representingapproximately 7%of the fair market value of the pension plans assets.A decline in the price of our common stock would alsohave the eff

196、ect of reducing the value of our“Asset for retirement benefits,”total assets and our stockholders equity.The price of our common stock has been volatile and could continue to fluctuate substantially.The market price of our common stock has been volatile and could fluctuate based on a variety of fact

197、ors,including:fluctuations in commodity prices;variations in results of operations;announcements by us and our competitors;legislative or regulatory changes;general trends in the industry;general market conditions;litigation;andother events applicable to our industries.Failure to retain key personne

198、l could hurt our operations.We require highly skilled and experienced personnel to operate our business.In addition to competing in highlycompetitive industries,we compete in a highly competitive labor market.Our business could be adversely affected by an inabilityto retain personnel or upward press

199、ure on wages as a result of the highly competitive labor market.Further,there are significantpersonal liability risks to Barnwell of Canadas individual officers and directors related to well clean-up costs that may affect ourability to attract or retain the necessary people.20We are a smaller report

200、ing company and benefit from certain reduced governance and disclosure requirements,includingthat our independent registered public accounting firm is not required to attest to the effectiveness of our internal controlover financial reporting.We cannot be certain if the omission of reduced disclosur

201、e requirements applicable to smallerreporting companies will make our common stock less attractive to investors.Currently,we are a“smaller reporting company,”meaning that our outstanding common stock held by nonaffiliates had avalue of less than$250 million at the end of our most recently completed

202、second fiscal quarter.As a smaller reporting company,we are not required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act,meaning ourauditors are not required to attest to the effectiveness of the Companys internal control over financial reporting.As a res

203、ult,investors and others may be less comfortable with the effectiveness of the Companys internal controls and the risk that materialweaknesses or other deficiencies in internal controls go undetected may increase.In addition,as a smaller reporting company,wetake advantage of our ability to provide c

204、ertain other less comprehensive disclosures in our SEC filings,including,among otherthings,providing only two years of audited financial statements in annual reports and simplified executive compensationdisclosures.Consequently,it may be more challenging for investors to analyze our results of opera

205、tions and financial prospects,as the information we provide to stockholders may be different from what one might receive from other public companies inwhich one hold shares.As a smaller reporting company,we are not required to provide this information.Risks Related to Oil and Natural Gas Segment Acq

206、uisitions or discoveries of additional reserves are needed to increase our oil and natural gas segment operating resultsand cash flow.In August 2018,Barnwell made a significant reinvestment into its oil and natural gas segment with the acquisition of theTwining property in Alberta,Canada.The Company

207、 believes there are potential undeveloped reserves for which significantfuture capital expenditures will be needed to convert those potential undeveloped reserves into developed reserves.If futurecircumstances are such that we are not able to make the capital expenditures necessary to convert potent

208、ial undeveloped reservesto developed reserves,we will not replace the amount of reserves produced and sold and our reserves and oil and natural gassegment operating results and cash flows will decline accordingly,and we may be forced to sell some of our oil and natural gassegment assets under untime

209、ly or unfavorable terms.Any such curtailment or sale could have a material adverse effect on ourbusiness,financial condition and results of operations.Future oil and natural gas operating results and cash flow are highly dependent upon our level of success in acquiring orfinding additional reserves

210、on an economic basis.We cannot guarantee that we will be successful in developing or acquiringadditional reserves and our current financial resources may be insufficient to make such investments.Furthermore,if oil ornatural gas prices increase,our cost for additional reserves also could increase.We

211、may not realize an adequate return on oil and natural gas investments.Drilling for oil and natural gas involves numerous risks,including the risk that we will not encounter commerciallyproductive oil or natural gas reservoirs.The wells we drill or participate in may not be productive,and we may not

212、recover all orany portion of our investment in those wells.If future oil21and natural gas segment acquisition and development activities are not successful it could have an adverse effect on our futureresults of operations and financial condition.Oil and natural gas prices are highly volatile and fu

213、rther declines,or extended low prices will significantly affect ourfinancial condition and results of operations.Much of our revenues and cash flow are greatly dependent upon prevailing prices for oil and natural gas.Lower oil andnatural gas prices not only decrease our revenues on a per unit basis,

214、but also reduce the amount of oil and natural gas we canproduce economically,if any.Prices that do not produce sufficient operating margins will have a material adverse effect on ouroperations,financial condition,operating cash flows,borrowing ability,reserves,and the amount of capital that we are a

215、ble toallocate for the acquisition and development of oil and natural gas reserves.Various factors beyond our control affect prices of oil and natural gas including,but not limited to,changes in supply anddemand,market uncertainty,weather,worldwide political instability,foreign supply of oil and nat

216、ural gas,the level of consumerproduct demand,government regulations and taxes,the price and availability of alternative fuels and the overall economicenvironment.Energy prices also are subject to other political and regulatory actions outside our control,which may includechanges in the policies of t

217、he Organization of the Petroleum Exporting Countries or other developments involving or affectingoil-producing countries,or actions or reactions of the government of the U.S.in anticipation of or in response to suchdevelopments.The inability of one or more of our working interest partners to meet th

218、eir obligations may adversely affect our financialresults.For our operated properties,we pay expenses and bill our non-operating partners for their respective shares of costs.Someof our non-operating partners may experience liquidity problems and may not be able to meet their financial obligations.N

219、onperformance by a non-operating partner could result in significant financial losses.Liquidity problems encountered by our working interest partners or the third party operators of our non-operatedproperties also may result in significant financial losses as the other working interest partners or t

220、hird party operators may beunwilling or unable to pay their share of the costs of projects as they become due.In the event a third party operator of a non-operated property becomes insolvent,it may result in increased operating expenses and cash required for abandonment liabilitiesif the Company is

221、required to take over operatorship.We may incur material costs to comply with or as a result of health,safety,and environmental laws and regulations.The oil and natural gas industry is subject to extensive environmental regulation pursuant to local,provincial and federallegislation.A violation of th

222、at legislation may result in the imposition of fines or the issuance of“clean up”orders.Legislationregulating the oil and natural gas industry may be changed to impose higher standards and potentially more costly obligations.Although we have recorded a provision in our financial statements relating

223、to our estimated future environmental and reclamationobligations that we believe is reasonable,we cannot guarantee that we will be able to satisfy our actual future environmental andreclamation obligations.22Barnwells oil and natural gas segment is subject to the provisions of the Alberta Energy Reg

224、ulators(“AER”)LicenseeLife-Cycle Management Program via a Licensee Capability Assessment(“LCA”).Under this program the AER assesses thecorporate health of the Company and considers a wider variety of factors than those considered under the previous program.TheLCA establishes clear expectations for i

225、ndustry with regards to the management of liabilities throughout the entire lifecycle of oiland gas projects.Factors considered are grouped into six factor groups,these being current financial distress,liability magnitude,resources lifespan,operations compliance,closure efficiency and administrative

226、 compliance.These factors are compared to peeroperators and ranked into three“Tiers”.Under the LCA Program,an inventory reduction program has also been implementedwhich requires mandatory annual minimum expenditures towards outstanding decommissioning and reclamation obligations inaccordance with AE

227、R targets which are adjusted by the AER on an annual basis.The target for 2025 is 6.2%of an individualcompanys inactive liability.These targets became effective January 1,2022.The AER may require purchasers of AER licensed oil and natural gas assets to be within Tiers 1 or 2 overall rankings inthe s

228、ix factors group.This requirement for well transfers hinders our ability to generate capital by selling oil and natural gasassets as there are less qualified buyers.The AER may require the Company to provide a security deposit if assessed at Tier 3.Diverting funds to the AER in thefuture would resul

229、t in the diversion of cash on hand and operating cash flows that could otherwise be used to fund oil and naturalgas reserve replacement efforts,which could in turn have a material adverse effect on our business,financial condition and resultsof operations.If Barnwell fails to comply with the require

230、ments of the LCA program,Barnwells oil and natural gas subsidiarywould be subject to the AERs enforcement provisions which could include suspension of operations and non-compliance feesand could ultimately result in the AER serving the Company with a closure order to shut-in all operated wells.Addit

231、ionally,ifBarnwell is non-compliant,the Company would be prohibited from transferring well licenses which would prohibit us fromselling any oil and natural gas assets until the required cash deposit is made with the AER.We are not fully insured against certain environmental risks,either because such

232、 insurance is not available or because ofhigh premium costs.In particular,insurance against risks from environmental pollution occurring over time,as opposed tosudden and catastrophic damages,is not available on economically reasonable terms.Accordingly,any site reclamation orabandonment costs actua

233、lly incurred in the ordinary course of business in a specific period could negatively impact our cash flow.Should we be unable to fully fund the cost of remedying an environmental problem,we might be required to suspend operationsor enter into interim compliance measures pending completion of the re

234、quired remedy.We may fail to fully identify potential problems related to acquired reserves or to properly estimate those reserves.We periodically evaluate acquisitions of reserves,properties,prospects and leaseholds and other strategic transactions thatappear to fit within our overall business stra

235、tegy.Our evaluation includes an assessment of reserves,future oil and natural gasprices,operating costs,potential for future drilling and production,validity of the sellers title to the properties and potentialenvironmental issues,litigation and other liabilities.In connection with these assessments

236、,we perform a review of the subject properties that we believe to be generallyconsistent with industry practices.Our review will not reveal all existing or potential problems nor will it permit us to becomesufficiently familiar with the properties to fully assess23their deficiencies and potential re

237、coverable reserves.Inspections may not always be performed on every well,and environmentalproblems are not necessarily observable even when an inspection is undertaken.Even when problems are identified,the seller ofthe properties may be unwilling or unable to provide effective contractual protection

238、 against all or part of the problems.We oftenare not entitled to contractual indemnification for environmental liabilities or title defects in excess of the amounts claimed by usbefore closing and acquire properties on an“as is”basis.There are numerous uncertainties inherent in estimating quantities

239、 of proved oil and gas reserves and future productionrates and costs with respect to acquired properties,and actual results may vary substantially from those assumed in the estimates.If oil and natural gas prices decline and remain low,we may be required to take write-downs of the carrying values of

240、 ouroil and natural gas properties.Oil and natural gas prices affect the value of our oil and natural gas properties as determined in our full cost ceilingcalculation.Any future ceiling test write-downs will result in reductions of the carrying value of our oil and natural gas propertiesand an equiv

241、alent charge to earnings.The oil and natural gas industry is highly competitive.We compete for capital,acquisitions of reserves,undeveloped lands,skilled personnel,access to drilling rigs,service rigsand other equipment,access to processing facilities,pipeline capacity and in many other respects wit

242、h a substantial number ofother organizations,most of which have greater technical and financial resources than we do.Some of these organizationsexplore for,develop and produce oil and natural gas,carry on refining operations and market oil and other products on aworldwide basis.As a result of these

243、complementary activities,some of our competitors may have competitive resources that aregreater and more diverse than ours.Furthermore,many of our competitors may have a competitive advantage when responding tofactors that affect demand for oil and natural gas production,such as changing prices and

244、production levels,the cost andavailability of alternative fuels and the application of government regulations.If our competitors are able to capitalize on thesecompetitive resources,it could adversely affect our revenues and profitability.An increase in operating costs greater than anticipated could

245、 have a material adverse effect on our results of operationsand financial condition.Higher operating costs for our properties will directly decrease the amount of cash flow received by us.Electricity,supplies,and labor costs are a few of the operating costs that are susceptible to material fluctuati

246、on.The need for significantrepairs and maintenance of infrastructure may increase as our properties age.A significant increase in operating costs couldnegatively impact operating results and cash flow.Our operating results are affected by our ability to market the oil and natural gas that we produce

247、.Our business depends in part upon the availability,proximity and capacity of oil and natural gas gathering systems,pipelines and processing facilities.Canadian federal and provincial,as well as U.S.federal and state,regulation of oil and naturalgas production,processing and transportation,tax and e

248、nergy policies,general economic conditions,and changes in supply anddemand could adversely affect our ability to produce and market oil and natural gas.If market factors change and inhibit themarketing of our production,overall production or realized prices may decline.24 We are not the operator and

249、 have limited influence over the operations of certain of our oil and natural gas properties.We hold minority interests in certain of our oil and natural gas properties.As a result,we cannot control the pace ofexploration or development,major decisions affecting the drilling of wells,the plan for de

250、velopment and production at non-operated properties,or the timing and amount of costs related to abandonment and reclamation activities although contractprovisions give Barnwell certain consent rights in some matters.The operators influence over these matters can affect the pace atwhich we incur cap

251、ital expenditures.Additionally,as certain underlying joint venture data is not accessible to us,we depend onthe operators at non-operated properties to provide us with reliable accounting information.We also depend on operators andjoint operators to maintain the financial resources to fund their sha

252、re of all abandonment and reclamation costs.Actual reserves will vary from reserve estimates.Estimating reserves is inherently uncertain and the reserves estimation process involves significant decisions andassumptions in the evaluation of available geological,geophysical,engineering and economic da

253、ta.The reserve data andstandardized measures set forth herein are only estimates.Ultimately,actual reserves attributable to our properties will vary fromestimates,and those variations may be material.The estimation of reserves involves a number of factors and assumptions,including,among others:oil a

254、nd natural gas prices as prescribed by SEC regulations;historical production from our wells compared with production rates from similar producing wells in the area;future commodity prices,production and development costs,royalties and capital expenditures;initial production rates;production decline

255、rates;ultimate recovery of reserves;success of future development activities;marketability of production;effects of government regulation;andother government levies that may be imposed over the producing life of reserves.If these factors,assumptions and prices prove to be inaccurate,actual results m

256、ay vary materially from reserve estimates.Part of our strategy involves using some of the latest available horizontal drilling and completion techniques.The resultsof our drilling are subject to drilling and completion technique risks,and results may not meet our expectations forreserves or producti

257、on.Many of our operations involve,and are planned to utilize,the latest drilling and completion techniques as developed by ourservice providers in order to maximize production and ultimate recoveries and therefore generate the highest possible returns.Risks we face while completing our wells include

258、,but are not limited to,the inability to fracture the planned number of stages,the inability to run tools and other equipment the entire length of the well bore during completion operations,the inability torecover such tools and other equipment,and the inability to successfully clean out the well bo

259、re after completion of the finalfracture stimulation.Ultimately,the success of these drilling and completion techniques can only be25evaluated over time as more wells are drilled and production profiles are established over a sufficiently long time period.If ourdrilling results are less than anticip

260、ated or we are unable to execute our drilling program because of capital constraints,leaseexpirations,limited access to gathering systems and takeaway capacity,and/or prices for crude oil,natural gas,and natural gasliquids decline,then the return on our investment for a particular project may not be

261、 as attractive as we anticipated and we couldincur material write-downs of oil and gas properties and the value of our undeveloped acreage could decline in the future.Production and reserves,if any,attributable to the use of enhanced recovery methods are inherently difficult to predict.If ourenhance

262、d recovery methods do not allow for the extraction of crude oil,natural gas,and associated liquids in a manner or to theextent that we anticipate,we may not realize an acceptable return on our investments in such projects.Delays in business operations could adversely affect the amount and timing of

263、our cash inflows.In addition to the usual delays in payment by purchasers of oil and natural gas to the operators of our properties,and thedelays of those operators in remitting payment to us,payments between any of these parties may also be delayed by:restrictions imposed by lenders;accounting dela

264、ys;delays in the sale or delivery of products;delays in the connection of wells to a gathering system;blowouts or other accidents;adjustments for prior periods;recovery by the operator of expenses incurred in the operation of the properties;andthe establishment by the operator of reserves for these

265、expenses.Any of these delays could expose us to additional third party credit risks.The oil and natural gas market in which we operate exposes us to potential liabilities that may not be covered byinsurance.Our operations are subject to all of the risks associated with the operation and development

266、of oil and natural gasproperties,including the drilling of oil and natural gas wells,and the production and transportation of oil and natural gas.Theserisks include encountering unexpected formations or pressures,premature declines of reservoirs,blow-outs,equipment failuresand other accidents,crater

267、ing,sour gas releases,uncontrollable flows of oil,natural gas or well fluids,adverse weatherconditions,pollution,other environmental risks,fires and spills.A number of these risks could result in personal injury,loss oflife,or environmental and other damage to our property or the property of others.

268、While we carry various levels of insurance,we could be affected by civil,criminal,regulatory or administrative actions,claims or proceedings.We cannot fully protect against all of the risks listed above,nor are all of these risks insurable.There is noassurance that any applicable insurance or indemn

269、ification agreements will adequately protect us against liability for the riskslisted above.We could face substantial losses if an event occurs for which we are not fully insured or are not indemnified againstor a customer or insurer fails to meet its indemnification or insurance obligations.In addi

270、tion,there can be no assurance thatinsurance will continue to be available to cover any or all of these risks,or,even if available,that26insurance premiums or other costs will not rise significantly in the future,so as to make the cost of such insurance prohibitive.Deficiencies in operating practice

271、s and record keeping,if any,may increase our risks and liabilities relating to incidentssuch as spills and releases and may increase the level of regulatory enforcement actions.Our operations are subject to domestic and foreign government regulation and other risks,particularly in Canada andthe U.S.

272、Barnwells oil and natural gas operations are affected by political developments and laws and regulations,particularly inCanada and the U.S.,such as restrictions on production,restrictions on imports and exports,the maintenance of specifiedreserves,tax increases and retroactive tax claims,expropriati

273、on of property,cancellation of contract rights,environmentalprotection controls,environmental compliance requirements and laws pertaining to workers health and safety.Further,the rightto explore for and develop oil and natural gas on lands in Alberta is controlled by the government of that province.

274、Changes inroyalties and other terms of provincial leases,permits and reservations may have a substantial effect on Barnwells operations.We derive a significant portion of our revenues from our operations in Canada;70%in fiscal 2024.Additionally,our ability to compete in the Canadian oil and natural

275、gas industry may be adversely affected bygovernmental regulations or other policies that favor the awarding of contracts to contractors in which Canadian nationals havesubstantial ownership interests.Furthermore,we may face governmentally imposed restrictions or fees from time to time on thetransfer

276、 of funds to the U.S.Government regulations control and often limit access to potential markets and impose extensive requirements concerningemployee safety,environmental protection,pollution control and remediation of environmental contamination.Environmentalregulations,in particular,prohibit access

277、 to some markets and make others less economical,increase equipment and personnelcosts and often impose liability without regard to negligence or fault.In addition,governmental regulations may discourage ourcustomers activities,reducing demand for our products and services.Changes in U.S.trade polic

278、y,including the imposition of tariffs and the resulting consequences,could adversely affect ourbusiness,prospects,financial condition,and operating results.There is currently significant uncertainty about the future relationship between the United States and Canada,includingpotential changes with re

279、spect to trade policies,treaties,tariffs,taxes,and other limitations on cross-border operations.Becausemost of our oil and natural gas production is in Canada,changes in tariffs,trade barriers,and other regulatory requirements couldhave an adverse effect on our business,prospects,financial condition

280、 and operating results,the extent of which cannot bepredicted with certainty at this time.Legislation,regulation,and other government actions and shifting customer preferences and other private efforts relatedto greenhouse gas(“GHG”)emissions and climate change could increase our operational costs a

281、nd reduce demand forour oil and natural gas,resulting in a material adverse effect on the Companys results of operations and financialcondition.Barnwell may experience challenges from the impacts of international and domestic legislation,regulation,or othergovernment actions relating to GHG emission

282、s(e.g.,carbon dioxide and methane)and27climate change.International agreements and national,regional,and state legislation and regulatory measures that aim to directlyor indirectly limit or reduce GHG emissions are in various stages of implementation.Many of these actions,as well as customersprefere

283、nces and use of oil and natural gas or substitute products,are beyond the Companys control.Similar to any significantchanges in the regulatory environment,GHG emissions and climate change-related legislation,regulation,or other governmentactions may curtail profitability in the oil and gas sector,or

284、 render the extraction of the Companys hydrocarbon resourceseconomically infeasible.In particular,GHG emissions-related legislation,regulations,and other government actions and shiftingconsumer preferences and other private efforts aimed at reducing GHG emissions may result in increased and substant

285、ial capital,compliance,operating,and maintenance costs and could,among other things,reduce demand for the Companys oil and naturalgas;adversely affect the economic feasibility of the Companys resources;impact or limit our business plans;and adverselyaffect the Companys sales volumes,revenues,margins

286、 and reputation.The ultimate impact of GHG emissions and climate change-related agreements,legislation,regulation,and governmentactions on the Companys financial performance is highly uncertain because the Company is unable to predict with certainty,theoutcome of political decision-making processes,

287、including the actual laws and regulations enacted,the variables and tradeoffsthat inevitably occur in connection with such processes,and market conditions.Compliance with foreign tax and other laws may adversely affect our operations.Tax and other laws and regulations are not always interpreted cons

288、istently among local,regional and national authorities.Income tax laws,other legislation or government incentive programs relating to the oil and natural gas industry may in the futurebe changed or interpreted in a manner that adversely affects us and our stockholders.It also is possible that in the

289、 future we willbe subject to disputes concerning taxation and other matters in Canada,including the manner in which we calculate our incomefor tax purposes,and these disputes could have a material adverse effect on our financial performance.Unforeseen title defects may result in a loss of entitlemen

290、t to production and reserves.Although we conduct title reviews in accordance with industry practice prior to any purchase of resource assets orproperty,such reviews do not guarantee that an unforeseen defect in the chain of title will not arise and defeat our title to thepurchased assets.If such a d

291、efect were to occur,our entitlement to the production from such purchased assets could bejeopardized.Risks Related to Land Investment Segment Receipt of future payments from KD II and cash distributions from the Kukio Resort Land Development Partnerships isdependent upon the developers continued eff

292、orts and ability to develop the property.We are entitled to receive future payments based on a percentage of the sales prices of residential lots sold within theKaupulehu area by KD II as well as a percentage of future distributions KD II makes to its members.However,in order to collectsuch payments

293、 we are reliant upon the developer,KD II,in which we own a non-controlling ownership interest,to proceed withthe development or sale of the remaining portion of Increment II.Additionally,future cash distributions from the Kukio ResortLand Development Partnerships,which includes KD II,are also depend

294、ent on the development or sale of Increment II by KD II.It is uncertain when or if KD II will develop or sell the remaining portion of Increment II,and there is no assurance with regardsto the amounts of future sales from Increment II.We28do not have a controlling interest in the partnerships,and th

295、erefore are dependent on the general partner for developmentdecisions.The receipt of future payments and cash distributions could be jeopardized if the developer fails to proceed withdevelopment of the property.We hold investment interests in unconsolidated land development partnerships,which are ac

296、counted for using the equitymethod of accounting,in which we do not have a controlling interest.These investments involve risks and are highlyilliquid.These investments involve risks which include:the lack of a controlling interest in these partnerships and,therefore,the inability to require that th

297、e entities sell assets,return invested capital or take any other action without obtaining the majority vote of partners;potential for future additional capital contributions to fund operations and development activities;the adverse impact on overall profitability if the entities do not achieve the f

298、inancial results projected;the reallocation of amounts of capital from other operating initiatives and/or an increase in indebtedness to paypotential future additional capital contributions,which could in turn restrict our ability to access additional capitalwhen needed or to pursue other important

299、elements of our business strategy;undisclosed,contingent or other liabilities or problems,unanticipated costs,and an inability to recover or managesuch liabilities and costs and which could delay or prevent development of the real estate held by the landdevelopment partnerships;andcertain underlying

300、 partnership data is not accessible to us,therefore we depend on the general partner to provide uswith reliable accounting information.Our land investment business is concentrated in the state of Hawaii.As a result,our financial results are dependent on theeconomic growth and health of Hawaii,partic

301、ularly the island of Hawaii.Barnwells land investment segment is impacted by the condition of Hawaiis real estate market,which is affected byHawaiis economy and Hawaiis tourism industry,as well as the U.S.and world economies in general.Any future cash flowsfrom Barnwells land development activities

302、are subject to,among other factors,the level of real estate activity and prices,thedemand for new housing and second homes on the island of Hawaii,the rate of increase in the cost of building materials andlabor,the introduction of building code modifications,changes to zoning laws,and the level of c

303、onfidence in Hawaiis economy.The occurrence of natural disasters in Hawaii could adversely affect our business.The occurrence of a natural disaster in Hawaii such as,but not limited to,earthquakes,landslides,hurricanes,tornadoes,tsunamis,volcanic activity,droughts and floods,could have a material ad

304、verse effect on our land investments.The occurrence ofa natural disaster could also cause property and flood insurance rates and deductibles to increase,which could reduce demand forreal estate in Hawaii.29Risks Related to Contract Drilling Segment Demand for water well drilling and/or pump installa

305、tion is volatile.A decrease in demand for our services couldadversely affect our revenues and results of operations.Demand for services is highly dependent upon land development activities in the state of Hawaii.The real estatedevelopment industry is cyclical in nature and is particularly vulnerable

306、 to shifts in local,regional,and national economicconditions outside of our control such as interest rates,housing demand,population growth,employment levels and job growthand property taxes.A decrease in water well drilling and/or pump installation contracts will result in decreased revenues andope

307、rating results.If we are unable to accurately estimate the overall risks,requirements or costs when bidding on or negotiating a contractthat is ultimately awarded,we may achieve a lower than anticipated profit or incur a loss on the contract.Contracts are usually fixed price per lineal foot drilled

308、and require the provision of line-item materials at a fixed unit pricebased on approved quantities irrespective of actual per unit costs.Under such contracts,prices are established in part on cost andscheduling estimates,which are based on a number of assumptions,many of which are beyond our control

309、.Expected profits oncontracts are realized only if costs are accurately estimated and successfully controlled.We may not be able to obtaincompensation for additional work performed or expenses incurred as a result of changes or inaccuracies in these estimates andunderlying assumptions,such as unanti

310、cipated sub-surface site conditions,unanticipated technical problems,equipment failures,inefficiencies,cost of raw materials,schedule delays due to constraints on drilling hours,weather delays,or accidents.If costestimates for a contract are inaccurate,or if the contract is not performed within cost

311、 estimates,then cost overruns may result inlosses or cause the contract not to be as profitable as expected.A significant portion of our contract drilling business is dependent on municipalities and a decline in municipal spendingcould adversely impact our business.A significant portion of our contr

312、act drilling division revenues is derived from water and infrastructure contracts withgovernmental entities or agencies;18%in fiscal 2024.Reduced tax revenues and governmental budgets may limit spending bylocal governments which in turn will affect the demand for our services.Material reductions in

313、spending by a significant numberof local governmental agencies could have a material adverse effect on our business,results of operations,liquidity and financialposition.Our contract drilling operations face significant competition.We face competition for our services from a variety of competitors.M

314、any of our competitors utilize drilling rigs that drillas quickly as our equipment but require less labor.Our strategy is to compete based on pricing and to a lesser degree,quality ofservice.If we are unable to compete effectively with our competitors,our financial results could be adversely affecte

315、d.Supply chain and manufacturing issues of well drilling and pump installation equipment could adversely affect ouroperating results.We are dependent on various well drilling and pump installation equipment to conduct our contract drilling segmentoperations.The shortage of and/or delay in delivery o

316、f such equipment,such as pumps,30interruptions in supply,and price increases of such equipment and materials due to supply chain issues and manufacturingdisruptions could adversely impact our gross margin and results of operations.Awarding of contracts is dependent upon our ability to obtain contrac

317、t bid and performance bonds from insurers.There can be no assurance that our ability to obtain such bonds will continue on the same basis as the past.Additionally,bonding insurance rates may increase and have an impact on our ability to win competitive bids,which could have acorresponding material i

318、mpact on contract drilling operating results.The contracts in our backlog are subject to change orders and cancellation.Our backlog consists of the uncompleted portion of services to be performed under contracts that have been started andnew contracts not yet started.Our contracts are subject to cha

319、nge orders and cancellations,and such changes could adverselyaffect our operations.The occurrence of natural disasters in Hawaii could adversely affect our business.The occurrence of a natural disaster in Hawaii such as,but not limited to,earthquakes,landslides,hurricanes,tornadoes,tsunamis,volcanic

320、 activity,droughts and floods,could have a material adverse effect on our ability to complete our contracts.ITEM 1B.UNRESOLVED STAFF COMMENTS None.ITEM 1C.CYBERSECURITY We recognize the importance of assessing,identifying,and managing material risks from cybersecurity threats.Ourpolicies,standards,a

321、nd procedures for assessing,identifying,and managing material risks from cybersecurity threats areintegrated into our overall risk management system.In this regard,we use various tools and processes to help prevent,identify,and resolve any identified vulnerabilities and security incidents in a timel

322、y manner.These include,but are not limited to,internalreporting,periodic employee awareness updates,engaging experts and third-party monitoring and detection tools.We employ third-party information technology(“IT”)consultants to manage our information technology environment andhelp manage and assess

323、 cybersecurity risks.Our IT Steering Committee,comprised of our Chief Executive Officer,our Chief Financial Officer,our General Counsel,and an IT consultant,oversees efforts to prevent,detect,mitigate,and remediate cybersecurity risks and incidents through variousmeans,which includes oversight over

324、our third-party IT consultants,monitoring systems and employee engagement.Our seniormanagement team is responsible for reporting any identified cybersecurity risks to the Audit Committee of our Board ofDirectors.The Audit Committee of our Board of Directors meets periodically with management to revi

325、ew the Companys overallpolicies with respect to risk assessment and risk management,including a review the systems and processes implemented bymanagement to identify,assess,manage,and mitigate31cybersecurity risks.Our senior management is responsible for the day-to-day supervision of the material ri

326、sks we may face.Our risks from cybersecurity threats have not affected or are reasonably not likely to materially affect our businessstrategy,results of operations,or financial condition.ITEM 2.PROPERTIES Oil and Natural Gas and Land Investment Properties The location and character of Barnwells oil

327、and natural gas properties and its land investment properties,are describedabove under Item 1,“Business.”Corporate Offices Barnwells corporate headquarters is located in Honolulu,Hawaii,in a commercial office building under a lease thatexpires in February 2026.ITEM 3.LEGAL PROCEEDINGS Barnwell is ro

328、utinely involved in disputes with third parties that occasionally require litigation.In addition,Barnwell isrequired to maintain compliance with all current governmental controls and regulations in the ordinary course of business.Barnwells management is not aware of any claims or litigation involvin

329、g Barnwell that are likely to have a material adverseeffect on its results of operations,financial position or liquidity.ITEM 4.MINE SAFETY DISCLOSURES Disclosure is not applicable to Barnwell.32PART II ITEM 5.MARKET FOR REGISTRANTS COMMON EQUITY,RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQ

330、UITY SECURITIES Market Information The principal market on which Barnwells common stock is being traded is the NYSE American under the ticker symbol“BRN.”The following tables present the quarterly high and low sales prices,on the NYSE American,for Barnwells commonstock during the periods indicated:Q

331、uarter EndedHighLowQuarter EndedHighLowDecember 31,2022$3.33$2.70December 31,2023$2.78$2.06March 31,2023$2.97$1.89March 31,2024$2.53$2.15June 30,2023$3.10$2.47June 30,2024$3.20$2.30September 30,2023$2.79$2.18September 30,2024$2.53$2.12 Holders As of December 13,2024,there were 10,053,534 shares of c

332、ommon stock,par value$0.50,outstanding.As ofDecember 13,2024,there were approximately 80 shareholders of record and approximately 1,000 beneficial owners.Dividends No dividends were declared or paid during the year ended September 30,2024.The following table sets forth the cashdividends paid per sha

333、re of common stock during the year ended September 30,2023.Record DateDate of PaymentDividend PaidAugust 24,2023September 11,2023$0.015May 25,2023June 12,2023$0.015February 23,2023March 13,2023$0.015December 27,2022January 11,2023$0.015The payment of future cash dividends will depend on,among other things,our financial condition,operating cash flows,and the level of our oil and natural gas capital