Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 13, 2024

BARNWELL INDUSTRIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	1-5103	72-0496921
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1100 Alakea Street, Suite 500

Honolulu, Hawaii 96813

(Address of Principal Executive Offices) (Zip Code)

[phone]

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.50 Par Value		BRN		NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).  Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 2.02

Results of Operations and Financial Condition

 

On August 13, 2024, Barnwell Industries, Inc. issued a press release announcing its financial results for its fiscal quarter ended June 30, 2024.

 

A copy of such press release is furnished as Exhibit 99.1 to this Current Report.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit No.	Description
99.1	Press release dated August 13, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  August 13, 2024
	BARNWELL INDUSTRIES, INC.
	By:	/s/ Russell M. Gifford
		Name:	Russell M. Gifford
		Title:	Executive Vice President and Chief Financial Officer

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Exhibit Index

 

Exhibit No.	Description
99.1	Press Release dated August 13, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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Exhibit 99.1

		P R E S S
		R E L E A S E
		1100 Alakea Street, Suite 500
	BARNWELL INDUSTRIES, INC.	Honolulu, Hawaii 96813
		Telephone [phone]
		Fax [phone]
		Website:  www.brninc.com

Barnwell Industries, Inc. Reports Results for its

Third Quarter Ended June 30, 2024

Twining Drilling Program is Underway While Optimization Investments

Maintain Production and Reduce Operating Costs

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HONOLULU, HAWAII, August 13, 2024 -- Barnwell Industries, Inc. (NYSE American: BRN) today reported financial results for its third fiscal quarter ended June 30, 2024. For the quarter, the Company had revenue of $5,527,000 and a net loss of $1,246,000 or $0.12 per share. In the three months ended June 30, 2023, the Company reported quarterly revenue of $5,675,000 and a net loss of $717,000 or $0.07 per share. The Company remains debt free and ended the quarter with $3,292,000 in working capital, including $4,393,000 in cash and cash equivalents.

Continuing Optimization Program is Showing Positive Results

Corporate oil and gas production for the current quarter has remained level to the quarter a year ago without any new drilling activity or acquisitions.  Production operating costs declined by $772,000, or 26%, from $3,006,000 in the three months ended June 30, 2023 to $2,234,000 in the three months ended June 30, 2024.  This performance underscores the quality, consistency and long-term viability of Barnwell’s Twining assets.

Twining Drilling Program is Underway

In July 2024, the Company commenced drilling one 100%-owned and operated development oil well in the Twining area.  The well is currently cased pending completion.  The Company’s expectation is to have the well completed and on production in early September 2024.

US Oil and Gas Assets

The Company’s oil and gas assets in Texas and Oklahoma continue to perform well.  The Texas cash flows have been adversely affected by the low realized gas prices in the area, but production declines are moderating.

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Non-Cash Impairment

The net loss (GAAP) for the three months ended June 30, 2024, was primarily due to a $599,000 non-cash impairment of our oil and natural gas properties during the quarter. This impairment was largely due to the changing backward-looking rolling average pricing used along with optimization capital expenditures for which there is insufficient operating history to assign a determinable increase in future cash flows from reserves at period-end. Additionally, the increase in our loss for the three-month period as compared to the prior year included the negative impact of $61,000 foreign currency loss recorded in the current year period as compared to a $121,000 gain in the prior year period due to the weakening of the Canadian dollar against the U.S. dollar.

Contract Drilling Segment

As previously reported, the Company continues to investigate the appropriate strategic, business and financial alternatives for Water Resources which may include, among other things, a sale of its stock or assets, or an orderly wind-down of its operations and liquidation of equipment.

Summary and Outlook

Craig D. Hopkins, CEO, commented, “We continue to be pleased with the operating performance of our oil and gas assets.  The impairment related to pricing does not alter our enthusiasm for the long-term potential of Twining.  We are excited to bring our new Twining development well online to further improve results.   We continue to work to simplify Barnwell’s businesses and reduce the corresponding administrative costs.  This should free up cash for additional drilling in Twining and acquisition opportunities to increase our corporate scale and further dilute fixed costs.”

The information contained in this press release contains “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. A forward-looking statement is one which is based on current expectations of future events or conditions and does not relate to historical or current facts. These statements include various estimates, forecasts, projections of Barnwell’s future performance, statements of Barnwell’s plans and objectives, and other similar statements. Forward-looking statements include phrases such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “predicts,” “estimates,” “assumes,” “projects,” “may,” “will,” “will be,” “should,” or similar expressions. Although Barnwell believes that its current expectations are based on reasonable assumptions, it cannot assure that the expectations contained in such forward-looking statements will be achieved. Forward-looking statements involve risks, uncertainties and assumptions which could cause actual results to differ materially from those contained in such statements. The risks, uncertainties and other factors that might cause actual results to differ materially from Barnwell’s expectations are set forth in the “Forward-Looking Statements,” “Risk Factors” and other sections of Barnwell’s annual report on Form 10-K for the last fiscal year and Barnwell’s other filings with the Securities and Exchange Commission. Investors should not place undue reliance on the forward-looking statements contained in this press release, as they speak only as of the date of this press release, and Barnwell expressly disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein.

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COMPARATIVE OPERATING RESULTS
(Unaudited)
		Three months ended								Nine months ended
		June 30,								June 30,
		2024				2023				2024				2023
Revenues		$	5,527,000			$	5,675,000			$	17,456,000			$	18,425,000
Net loss attributable to Barnwell Industries, Inc.		$	(1,246,000	)		$	(717,000	)		$	(3,682,000	)		$	(865,000	)
Net loss per share – basic and diluted		$	(0.12	)		$	(0.07	)		$	(0.37	)		$	(0.09	)
Weighted-average shares and equivalent shares outstanding:
Basic and diluted			10,028,090				9,975,044				10,014,609				9,962,806

CONTACT:	Craig D. Hopkins
	Chief Executive Officer and President
	Phone: [phone]
	Email: [e-mail]

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Document and Entity Information	Aug. 13, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 13, 2024
Entity File Number	1-5103
Entity Registrant Name	BARNWELL INDUSTRIES, INC.
Entity Central Index Key	0000010048
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	72-0496921
Entity Address, Address Line One	1100 Alakea Street
Entity Address, Address Line Two	Suite 500
Entity Address, City or Town	Honolulu
Entity Address, State or Province	HI
Entity Address, Postal Zip Code	96813
City Area Code	808
Local Phone Number	531-8400
Title of 12(b) Security	Common Stock, $0.50 Par Value
Trading Symbol	BRN
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false

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