What changed in this filing

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Item 1. Financial Statements

2025-02-14 compared with 2024-08-13 · 139 added, 304 removed, 369 unchanged (55% of the section changed)

3 unchanged sentences

CONDENSED CONSOLIDATED BALANCE SHEETS

2024 September 30,

December 31, 2024 September 30, 2024

Current assets:

1 unchanged sentence

Accounts and other receivables, net of allowance for credit losses of:

$ 344,000 at June 30, 2024;

$ 350,000 at December 31, 2024;

$ 375,000 at September 30, 2024

29 unchanged sentences

authorized, 40,000,000 shares:

10,195,990 issued at June 30, 2024;

10,221,434 issued at December 31, 2024;

10,195,990 issued at September 30, 2024

1 unchanged sentence

Additional paid-in capital 7,746,000 7,690,000

Retained earnings 2,478,000 6,160,000

(Accumulated deficit) retained earnings ( 1,322,000 ) 595,000

Accumulated other comprehensive income, net 2,036,000 1,943,000

Treasury stock, at cost:

167,900 shares at June 30, 2024 and September 30, 2023

167,900 shares at December 31, 2024 and September 30, 2024

( 2,286,000 ) ( 2,286,000 )

Total stockholders' equity 11,285,000 13,040,000

14,985,000 18,744,000

Non-controlling interests 20,000 22,000

6 unchanged sentences

Three months ended

June 30, Nine months ended

2024 2023 2024 2023

Oil and natural gas $ 3,897,000 $ 5,130,000

Contract drilling 543,000 993,000

Sale of interest in leasehold land — — 500,000 265,000

Gas processing and other 37,000 32,000

8 unchanged sentences

Interest expense — 2,000

Gain on sale of assets — — — ( 551,000 )

6,389,000 6,751,000

2 unchanged sentences

Loss before income taxes ( 1,912,000 ) ( 596,000 )

Income tax provision (benefit) 21,000 ( 163,000 ) 187,000 ( 87,000 )

Income tax provision 7,000 66,000

Net loss ( 1,919,000 ) ( 662,000 )

Net earnings attributable to non-controlling interests 12,000 2,000 236,000 124,000

Net (loss) earnings attributable to non-controlling interests ( 2,000 ) 2,000

Net loss attributable to Barnwell Industries, Inc.

9 unchanged sentences

Three months ended

June 30, Nine months ended

2024 2023 2024 2023

Net loss $ ( 1,919,000 ) $ ( 662,000 )

Other comprehensive (loss) income:

Other comprehensive income (loss):

Foreign currency translation adjustments, net of taxes of $ 0

2 unchanged sentences

Amortization of accumulated other comprehensive gain into net periodic benefit cost, net of taxes of $ 0

( 21,000 ) ( 20,000 ) ( 64,000 ) ( 60,000 )

Total other comprehensive loss ( 9,000 ) ( 5,000 ) ( 44,000 ) ( 43,000 )

Total other comprehensive income 93,000 9,000

Total comprehensive loss ( 1,826,000 ) ( 653,000 )

Comprehensive income attributable to non-controlling interests ( 12,000 ) ( 2,000 ) ( 236,000 ) ( 124,000 )

Comprehensive loss (income) attributable to non-controlling interests 2,000 ( 2,000 )

Comprehensive loss attributable to Barnwell Industries, Inc.

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Three months ended June 30, 2024 and 2023

Outstanding Common

Stock Additional

Capital Retained Earnings Accumulated

Comprehensive Income Treasury

Stock Non-controlling

Interests Total

Balance at March 31, 2023 9,956,687 $ 5,062,000 $ 7,541,000 $ 7,273,000 $ 1,256,000 $ ( 2,286,000 ) $ 18,000 $ 18,864,000

Net (loss) earnings — — — ( 717,000 ) — — 2,000 ( 715,000 )

Foreign currency translation adjustments, net of taxes of $ 0

— — — — 15,000 — — 15,000

Distributions to non-controlling interests — — — — — — ( 4,000 ) ( 4,000 )

Share-based compensation — — ( 12,000 ) — — — — ( 12,000 )

Dividends declared, $ 0.015 per share

— — — ( 150,000 ) — — — ( 150,000 )

Issuance of common stock for services 34,091 17,000 73,000 — — — — 90,000

Retirement plans:

Amortization of accumulated other comprehensive gain into net periodic benefit cost, net of taxes of $ 0

— — — — ( 20,000 ) — — ( 20,000 )

Balance at June 30, 2023 9,990,778 $ 5,079,000 $ 7,602,000 $ 6,406,000 $ 1,251,000 $ ( 2,286,000 ) $ 16,000 $ 18,068,000

Balance at March 31, 2024 10,028,090 $ 5,098,000 $ 7,779,000 $ 3,724,000 $ 2,069,000 $ ( 2,286,000 ) $ 14,000 $ 16,398,000

Net (loss) earnings — — — ( 1,246,000 ) — — 12,000 ( 1,234,000 )

Foreign currency translation adjustments, net of taxes of $ 0

— — — — 12,000 — — 12,000

Distributions to non-controlling interests — — — — — — ( 3,000 ) ( 3,000 )

Acquisition of non-controlling interest — — ( 186,000 ) — — — 1,000 ( 185,000 )

Share-based compensation — — 42,000 — — — — 42,000

Retirement plans:

Amortization of accumulated other comprehensive gain into net periodic benefit cost, net of taxes of $ 0

— — — — ( 21,000 ) — — ( 21,000 )

Balance at June 30, 2024 10,028,090 $ 5,098,000 $ 7,635,000 $ 2,478,000 $ 2,060,000 $ ( 2,286,000 ) $ 24,000 $ 15,009,000

See Notes to Condensed Consolidated Financial Statements

BARNWELL INDUSTRIES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Nine months ended June 30, 2024 and 2023

Three months ended December 31, 2024 and 2023

Outstanding Common

Stock Additional

Capital Retained Earnings Accumulated

Comprehensive Income Treasury

Capital Retained

Earnings (Accumulated Deficit) Accumulated

Comprehensive

Income Treasury

Stock Non-controlling

6 unchanged sentences

Share-based compensation — — 65,000 — — — — 65,000

Dividends declared, $ 0.045 per share

— — — ( 449,000 ) — — — ( 449,000 )

Issuance of common stock for services 34,091 17,000 73,000 — — — — 90,000

Issuance of common stock for restricted stock units vested 9,328 5,000 ( 5,000 ) — — — — —

Retirement plans:

1 unchanged sentence

— — — — ( 21,000 ) — — ( 21,000 )

Balance at June 30, 2023 9,990,778 $ 5,079,000 $ 7,602,000 $ 6,406,000 $ 1,251,000 $ ( 2,286,000 ) $ 16,000 $ 18,068,000

Balance at December 31, 2023 10,000,106 $ 5,084,000 $ 7,747,000 $ 5,496,000 $ 2,113,000 $ ( 2,286,000 ) $ 11,000 $ 18,165,000

Balance at September 30, 2024 10,028,090 $ 5,098,000 $ 7,690,000 $ 595,000 $ 1,943,000 $ ( 2,286,000 ) $ 22,000 $ 13,062,000

Net (loss) earnings — — — ( 3,682,000 ) — — 236,000 ( 3,446,000 )

Net loss — — — ( 1,917,000 ) — — ( 2,000 ) ( 1,919,000 )

Foreign currency translation adjustments, net of taxes of $ 0

— — — — 93,000 — — 93,000

Distributions to non-controlling interests — — — — — — ( 226,000 ) ( 226,000 )

Acquisition of non-controlling interest — — ( 186,000 ) — — — 1,000 ( 185,000 )

Share-based compensation — — 69,000 — — — — 69,000

Issuance of common stock for restricted stock units vested 25,444 13,000 ( 13,000 ) — — — — —

37,312 19,000 ( 19,000 ) — — — — —

Retirement plans:

Amortization of accumulated other comprehensive gain into net periodic benefit cost, net of taxes of $ 0

— — — — ( 64,000 ) — — ( 64,000 )

Balance at June 30, 2024 10,028,090 $ 5,098,000 $ 7,635,000 $ 2,478,000 $ 2,060,000 $ ( 2,286,000 ) $ 24,000 $ 15,009,000

Balance at December 31, 2024 10,053,534 $ 5,111,000 $ 7,746,000 $ ( 1,322,000 ) $ 2,036,000 $ ( 2,286,000 ) $ 20,000 $ 11,305,000

See Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine months ended

Three months ended

Cash flows from operating activities:

1 unchanged sentence

Adjustments to reconcile net loss to net cash

provided by operating activities:

Equity in income of affiliates ( 1,071,000 ) ( 538,000 )

(used in) provided by operating activities:

Depletion, depreciation, and amortization 928,000 1,511,000

Impairment of assets 613,000 —

Gain on sale of assets — ( 551,000 )

Sale of interest in leasehold land, net of fees paid ( 439,000 ) ( 233,000 )

Distributions of income from equity investees 1,071,000 319,000

Retirement benefits income ( 79,000 ) ( 86,000 )

Non-cash rent income ( 20,000 ) ( 19,000 )

Accretion of asset retirement obligation 196,000 200,000

Deferred income tax expense (benefit) 47,000 ( 99,000 )

Non-cash rent income — ( 7,000 )

Deferred income tax benefit ( 9,000 ) ( 2,000 )

Asset retirement obligation payments ( 101,000 ) ( 160,000 )

Share-based compensation expense 69,000 65,000

Common stock issued for services — 90,000

Retirement plan contributions and payments ( 1,000 ) ( 1,000 )

Credit loss expense 53,000 18,000

Credit loss (reversal) expense ( 14,000 ) 37,000

Foreign currency loss (gain) 351,000 ( 126,000 )

Increase (decrease) from changes in current assets and liabilities 777,000 ( 433,000 )

Net cash provided by operating activities 3,538,000 157,000

(Decrease) increase from changes in current assets and liabilities ( 793,000 ) 606,000

Net cash (used in) provided by operating activities ( 759,000 ) 1,375,000

Cash flows from investing activities:

Acquisition of non-controlling interest ( 185,000 ) —

Distribution from equity investees in excess of earnings — 219,000

Proceeds from sale of interest in leasehold land, net of fees paid 439,000 233,000

Proceeds from the sale of oil and natural gas assets 451,000 —

Proceeds from sale of oil and natural gas assets 282,000 —

Deposit for sale of contract drilling assets 585,000 —

Capital expenditures - oil and natural gas ( 2,529,000 ) ( 1,018,000 )

3 unchanged sentences

Distributions to non-controlling interests — ( 4,000 )

Payment of dividends — ( 449,000 )

Net cash used in financing activities — ( 4,000 )

Effect of exchange rate changes on cash and cash equivalents ( 127,000 ) 41,000

Net increase (decrease) in cash and cash equivalents 1,563,000 ( 10,232,000 )

Net (decrease) increase in cash and cash equivalents ( 2,548,000 ) 393,000

Cash and cash equivalents at beginning of period 4,505,000 2,830,000

19 unchanged sentences

The Condensed Consolidated Balance Sheet as of September 30, 2024 has been derived from audited consolidated financial statements.

In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at June 30, 2024, results of operations, comprehensive loss, and equity for the three and nine months ended June 30, 2024 and 2023, and cash flows for the nine months ended June 30, 2024 and 2023, have been made.

The results of operations for the period ended June 30, 2024 are not necessarily indicative of the operating results for the full year.

In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at December 31, 2024, results of operations, comprehensive loss, equity and cash flows for the three months ended December 31, 2024 and 2023, have been made.

The results of operations for the period ended December 31, 2024 are not necessarily indicative of the operating results for the full year.

Use of Estimates in the Preparation of Condensed Consolidated Financial Statements

3 unchanged sentences

Significant assumptions are required in the valuation of deferred tax assets, asset retirement obligations, contract drilling estimated costs to complete,

proved oil and natural gas reserves, and the carrying value of other assets, and such assumptions may impact the amount at which such items are recorded.

proved oil and natural gas reserves, and such assumptions may impact the amount at which such items are recorded.

Significant Accounting Policies

Other than as set forth below, there have been no changes to Barnwell's significant accounting policies as described in the Notes to Consolidated Financial Statements included in Item 8 of the Company's 2023 Annual Report.

Accounts and Other Receivables

Accounts receivable are recorded at the invoiced amount and do not bear interest.

The allowance for credit losses is Barnwell’s best estimate of the amount of current expected credit losses in Barnwell’s existing accounts receivable and is based on the aging of the receivable balances, analysis of historical credit loss rates, and current and future economic conditions affecting collectability.

Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Barnwell does not have any off-balance sheet credit exposure related to its customers.

Derivative Instruments

Barnwell may utilize physical forward commodity contracts to mitigate market price risk on its oil and natural gas output when deemed appropriate.

Purchase and sale contracts with a fixed price determined at inception are recorded on the consolidated balance sheet as derivative financial instruments if such contracts are readily convertible to cash - unless the contracts are eligible for and elected as the normal purchases and normal sales exception (“NPNS”);

in which case, the contracts are recorded on an accrual basis and the Company recognizes the amounts relating to such transactions during the period when the commodities are physically delivered.

The Company generally applies the NPNS exception to eligible oil and natural gas contracts to purchase or sell quantities it expects to use or sell in the normal course of business.

The Company has not traded in any derivative contracts other than where the NPNS exception is applied, and it does not apply hedge accounting.

Recently Adopted Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2016-13, “Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments,” which replaces the incurred loss model with an expected loss model referred to as the current expected credit loss (“CECL”) model.

The CECL model is applicable to the measurement of credit losses on financial assets measured at amortized cost, including but not limited to trade receivables.

The FASB has subsequently issued other related ASUs which amend ASU 2016-13 to provide clarification and additional guidance.

The Company adopted the provisions of this ASU effective October 1, 2023.

The adoption of this update did not have an impact on Barnwell’s consolidated financial statements.

There have been no changes to Barnwell's significant accounting policies as described in the Notes to Consolidated Financial Statements included in Item 8 of the Company's 2024 Annual Report.

LOSS PER COMMON SHARE

2 unchanged sentences

Potentially dilutive shares are excluded from the computation of diluted loss per share if their effect is anti-dilutive.

Options to purchase 465,000 shares of common stock and 106,006 restricted stock units were excluded from the computation of diluted shares for the three months ended June 30, 2024, as their inclusion would have been anti-dilutive.

Options to purchase 493,022 shares of common stock and 37,312 restricted stock units were excluded from the computation of diluted shares for the three months ended June 30, 2023, as their inclusion would have been anti-dilutive.

Options to purchase 465,000 shares of common stock and 86,190 restricted stock units were excluded from the computation of diluted shares for the nine months ended June 30, 2024, as their inclusion would have been anti-dilutive.

Options to purchase 574,341 shares of common stock and 12,301 restricted stock units were excluded from the computation of diluted shares for the nine months ended June 30, 2023, as their inclusion would have been anti-dilutive.

Options to purchase 465,000 shares of common stock and 216,712 restricted stock units were excluded from the computation of diluted shares for the three months ended December 31, 2024, as their inclusion would have been anti-dilutive.

Options to purchase 465,000 shares of common stock and 76,336 restricted stock units were excluded from the computation of diluted shares for the three months ended December 31, 2023, as their inclusion would have been anti-dilutive.

Reconciliations between net loss attributable to Barnwell stockholders and common shares outstanding of the basic and diluted net loss per share computations are detailed in the following tables:

Three months ended June 30, 2024

(Numerator) Shares

(Denominator) Per-Share

$ ( 1,246,000 ) 10,028,090 $ ( 0.12 )

Effect of dilutive securities -

common stock options and restricted stock units — —

$ ( 1,246,000 ) 10,028,090 $ ( 0.12 )

Nine months ended June 30, 2024

Three months ended December 31, 2024

(Numerator) Shares

(Denominator) Per-Share

$ ( 3,682,000 ) 10,014,609 $ ( 0.37 )

Basic $ ( 1,917,000 ) 10,047,173 $ ( 0.19 )

Effect of dilutive securities -

common stock options and restricted stock units — —

$ ( 3,682,000 ) 10,014,609 $ ( 0.37 )

Three months ended June 30, 2023

(Numerator) Shares

Diluted $ ( 1,917,000 ) 10,047,173 $ ( 0.19 )

Three months ended December 31, 2023

Net Loss (Numerator) Shares

(Denominator) Per-Share

$ ( 717,000 ) 9,975,044 $ ( 0.07 )

Basic $ ( 664,000 ) 9,996,760 $ ( 0.07 )

Effect of dilutive securities -

common stock options and restricted stock units — —

Diluted $ ( 664,000 ) 9,996,760 $ ( 0.07 )

ALLOWANCE FOR CREDIT LOSSES

The following table summarizes the activity in the balance of allowance for credit losses related to accounts and other receivables:

Three months ended

Allowance for credit losses at beginning of period

$ 375,000 $ 284,000

Nine months ended June 30, 2023

(Numerator) Shares

(Denominator) Per-Share

(Reversal of) provision for expected credit losses

( 14,000 ) 37,000

Effect of dilutive securities -

common stock options and restricted stock units — —

Write-offs charged against the allowance ( 2,000 ) ( 4,000 )

Recoveries of amounts previously written off — 15,000

Foreign currency translation adjustment ( 9,000 ) 2,000

Allowance for credit losses at end of period

$ 350,000 $ 334,000

8 unchanged sentences

Barnwell continues to have an indirect 19.6 % non-controlling ownership interest in KD Kukio Resorts, LLLP, KD Maniniowali, LLLP, and KD I.

The partnerships derive income from the sale of residential parcels in Increment I, which is now completely sold, as well as from commissions on real estate sales by the real estate sales office and revenues resulting from the sale of private club memberships.

In the quarter ended March 31, 2024, the last two remaining single-family lots of the 80 lots developed within Increment I were sold.

Increment II is not yet under development, and there is no assurance that development of such acreage will occur.

The partnerships derive income from the sale of residential parcels in Increment I, which is now completely sold, as well as from commissions on real estate resales by the real estate sales office and revenues resulting from the sale of a few remaining private club memberships.

The last two single-family lots of the 80 lots developed within Increment I were sold in the quarter ended March 31, 2024.

Increment II is not yet under development, and there is no assurance that development of such acreage will in fact occur.

No definitive development plans have been made by KD II, the developer of Increment II, as of the date of this report.

Barnwell has the right to receive distributions from the Kukio Resort Land Development Partnerships via its non-controlling interest in KD Kona and KKM, based on its respective partnership sharing ratios of 75 % and 34.45 %, respectively.

No cash distributions were received during the three months ended June 30, 2024 and 2023.

During the nine months ended June 30, 2024, Barnwell received cash distributions of $ 1,071,000 (resulting in a net amount of $ 953,000 , after distributing $ 118,000 to

non-controlling interests) from the Kukio Resort Land Development Partnerships.

During the nine months ended June 30, 2023, Barnwell received cash distributions of $ 538,000 from the Kukio Resort Land Development Partnerships resulting in a net amount of $ 478,000 after distributing $ 60,000 to non-controlling interests.

Equity in income of affiliates was nil and $ 1,071,000 for the three and nine months ended June 30, 2024, respectively, as compared to equity in income of affiliates of nil and $ 538,000 for the three and nine months ended June 30, 2023, respectively.

Barnwell has the right to receive distributions from the Kukio Resort Land Development Partnerships via its non-controlling interests in KD Kona and KKM, based on its respective partnership sharing ratios of 75 % and 34.45 %, respectively.

No cash distributions were received during the three months ended December 31, 2024 and 2023.

Summarized financial information for the Kukio Resort Land Development Partnerships is as follows:

Three months ended June 30,

Three months ended

Revenue $ 1,299,000 $ 1,886,000

1 unchanged sentence

Net (loss) earnings

Nine months ended June 30,

Revenue $ 12,557,000 $ 7,699,000

Gross profit $ 8,275,000 $ 4,854,000

Net earnings $ 6,674,000 $ 2,176,000

In the quarter ended June 30, 2021, the Company received cumulative distributions from the Kukio Resort Land Development Partnerships in excess of our investment balance and in accordance with applicable accounting guidance, the Company suspended its equity method earnings recognition and the Kukio Resort Land Development Partnerships investment balance was reduced to zero with the distributions received in excess of our investment balance recorded as equity in income of affiliates because the distributions are not refundable by agreement or by law and the Company is not liable for the obligations of or otherwise committed to provide financial support to the Kukio Resort Land Development Partnerships.

The Company will record future equity method earnings only after our share of the Kukio Resort Land Development Partnerships’ cumulative earnings in excess of distributions during the suspended period exceeds our share of the Kukio Resort Land Development Partnerships’ income recognized for the excess distributions, and during this suspended period any distributions received will be recorded as equity in income of affiliates.

Accordingly, the amount of equity in income of affiliates recognized in the nine months ended June 30, 2024 was equivalent to the $ 1,071,000 of distributions received in that period.

Cumulative distributions received from the Kukio Resort Land Development Partnerships in excess of our investment balance was $ 300,000 at June 30, 2024 and $ 708,000 at September 30, 2023.

$ ( 48,000 ) $ 354,000

In the quarter ended June 30, 2021, the Company received cumulative distributions from the Kukio Resort Land Development Partnerships in excess of our investment balance and in accordance with applicable accounting guidance, the Company suspended its equity method earnings recognition and the Kukio Resort Land Development Partnership investment balance was reduced to zero with the distributions received in excess of our investment balance recorded as equity in income of affiliates because the distributions are not refundable by agreement or by law and the Company is not liable for the obligations of or otherwise committed to provide financial support to the Kukio Resort Land Development Partnerships.

The Company will record future equity method earnings only after our share of the Kukio Resort Land Development Partnership’s cumulative earnings in excess of distributions during the suspended period exceeds our share of the Kukio Resort Land Development Partnership’s income recognized for the excess distributions, and during this suspended period any distributions received will be recorded as equity in income of affiliates.

Accordingly, no equity in income of affiliates was recognized during the three months ended December 31, 2024.

Cumulative distributions received from the Kukio Resort Land Development Partnerships in excess of our investment balance was $ 382,000 at December 31, 2024 and $ 373,000 at September 30, 2024.

Sale of Interest in Leasehold Land

1 unchanged sentence

With respect to Increment I, Kaupulehu Developments was entitled to receive payments from KD I based on 10 % of the gross receipts from KD I’s sales of single-family residential lots in Increment I.

In the quarter ended March 31, 2024, the last two remaining single-family lots of the 80 lots developed within Increment I were sold.

The following table summarizes the Increment I revenues from KD I and the amount of fees directly related to such revenues:

Three months ended

June 30, Nine months ended

2024 2023 2024 2023

Sale of interest in leasehold land:

Revenues - sale of interest in leasehold land $ — $ — $ 500,000 $ 265,000

Fees - included in general and administrative expenses — — ( 61,000 ) ( 32,000 )

Sale of interest in leasehold land, net of fees paid $ — $ — $ 439,000 $ 233,000

The last two single-family lots of the 80 lots developed within Increment I were sold in the quarter ended March 31, 2024.

There is no assurance with regards to the amounts of future payments from Increment II to be received or that the remaining acreage within Increment II will be developed.

3 unchanged sentences

The lease terminates in December 2025.

CONSOLIDATED VARIABLE INTEREST ENTITY

In February 2021, Barnwell Industries, Inc.

established a wholly-owned subsidiary named BOK Drilling, LLC (“BOK”) for the purpose of indirectly investing in oil and natural gas exploration and development in Oklahoma.

BOK and Gros Ventre Partners, LLC (“Gros Ventre”) entered into the Limited Liability Agreement (the “Teton Operating Agreement”) of Teton Barnwell Fund I, LLC (“Teton Barnwell”), an entity formed for the purpose of directly entering into such oil and natural gas investments.

Under the terms of the Teton Operating Agreement, the profits of Teton Barnwell were split between BOK and Gros Ventre at 98 % and 2 %, respectively, and as the manager of Teton Barnwell, Gros Ventre was paid an annual asset management fee equal to 1 % of the cumulative capital contributions made to Teton Barnwell as compensation for its management services.

BOK was responsible for 100 % of the capital contributions made to Teton Barnwell.

Teton Barnwell was a variable interest entity for which the Company was deemed the primary beneficiary and thus, was consolidated by the Company.

In the quarter ended June 30, 2024, BOK acquired Gros Ventre’s 2 % non-controlling interest in Teton Barnwell for $ 185,000 and following the acquisition, BOK now owns 100 % interest in Teton Barnwell.

As such, although Teton Barnwell is no longer a variable interest entity as of the acquisition date, it will continue to be consolidated by the Company.

This transaction was accounted for as an equity transaction with no gain or loss recognized and the difference between the carrying amount of Gros

Ventre’s non-controlling interest and the consideration given for the acquisition of the additional equity interest was recorded as a reduction in additional paid-in capital in the accompanying Condensed Consolidated Balance Sheets and Condensed Consolidated Statements of Equity.

ASSETS HELD FOR SALE

Contract Drilling Segment Property and Equipment

In the quarter ended March 31, 2024, the Company commenced the marketing of a portion of the contract drilling segment's property and equipment, the majority of which was already fully depreciated.

There was no impairment related to the classification change from held and used to held for sale as the fair value, less estimated selling costs, of the disposal group exceeded its carrying value.

The property and equipment deemed necessary to complete the contract drilling segment's contracts in backlog continue to be classified as held and used as of June 30, 2024.

The carrying value of these assets was recorded as “Assets held for sale” in the accompanying Condensed Consolidated Balance Sheets.

The property and equipment deemed necessary to complete the contract drilling segment's contracts in backlog continue to be classified as held and used as of December 31, 2024.

At December 31, 2024, a sale of the remainder of the contract drilling segment's property and equipment or the contract drilling segment as a whole was not estimated to be probable due to the lack of any definitive sale opportunities at that date.

In December 2024, the Company entered into an agreement with an independent third party for the sale of a contract drilling segment drilling rig and related ancillary equipment and received a payment of $ 585,000 from the buyer.

At December 31, 2024, the delivery of the drilling rig and the transfer of the legal title to the buyer had not yet occurred, and therefore, the Company did not record a sale during the three months ended December 31, 2024.

The payment received from the buyer was recognized as a deposit and recorded in “Other current liabilities” on the Company's Condensed Consolidated Balance Sheet at December 31, 2024.

This drilling rig and related ancillary equipment was included in assets held for sale at December 31, 2024, and had a net book value of zero as the assets were already fully depreciated.

In February 2025, the drilling rig and ancillary equipment was delivered and the legal title was transferred to the buyer, and as a result, the Company will recognize a gain, net of costs, on the sale of the drilling rig and ancillary equipment in the quarter ending March 31, 2025.

OIL AND NATURAL GAS PROPERTIES

Oil and Natural Gas Property Dispositions

In the quarter ended June 30, 2024, Barnwell entered into and completed a purchase and sale agreement with an independent third party and sold its interests in certain natural gas and oil properties located in the Kaybob area of Alberta, Canada.

The sales price per the agreement was adjusted for customary purchase price adjustments to $ 448,000 in order to, among other things, reflect an economic effective date of May 1, 2024.

The final determination of the customary adjustments to the purchase price has not yet been made, however, it is not expected to result in a material adjustment.

Investments and Acquisitions

In December 2022, Barnwell Texas, LLC (“Barnwell Texas”), a wholly-owned subsidiary of the Company, entered into a purchase and sale agreement with an independent third party whereby Barnwell Texas acquired a 22.3 % non-operated working interest in oil and natural gas leasehold acreage in the Permian Basin in Texas for cash consideration of $ 806,000 .

Additionally, in connection with the purchase of such leasehold interests, Barnwell Texas acquired a 15.4 % non-operated working interest in two oil wells in the Wolfcamp Formation in Loving and Ward Counties, Texas and paid $ 4,293,000 for its share of the costs to drill, complete, and equip the wells in the nine months ended June 30, 2023.

There were no significant oil and natural gas property dispositions during the three months ended December 31, 2024 and 2023.

The $ 282,000 of proceeds from sale of oil and natural gas properties included in the Condensed Consolidated Statement of Cash Flows for the three months ended December 31, 2024 represents proceeds that were credited to our cash in October 2024 from a sale of properties that closed in late September 2024.

Impairment of Oil and Natural Gas Properties

Under the full cost method of accounting, the Company performs quarterly oil and natural gas ceiling test calculations.

During the three months ended June 30, 2024, the Company incurred a non-cash ceiling test impairment of $ 599,000 , which included impairments for our U.S.

and Canadian oil and natural gas properties of $ 112,000 and $ 487,000 , respectively.

The impairment to our U.S.

oil and natural gas properties was due to a decline in the historical 12-month rolling average first-day-of-the-month prices, primarily attributed to decreases in natural gas prices for our Texas property which is sold at the Waha hub.

The impairment to our Canadian oil and natural gas properties was primarily due to capital expenditures for which there is insufficient operating history to assign a determinable increase in future cash flows from reserves at period-end.

There was no ceiling test impairment during the three months ended June 30, 2023.

During the nine months ended June 30, 2024, the Company incurred a non-cash ceiling test impairment of $ 2,276,000 , which included impairments for our U.S.

and Canadian oil and natural gas properties of $ 112,000 and $ 2,164,000 , respectively.

The impairment to our Canadian oil and natural gas properties during the nine months ended June 30, 2024 was primarily due to a decline in the historical 12-month rolling average first-day-of-the-month prices and due to capital expenditures for which there is insufficient operating history to assign a determinable increase in future cash flows from reserves at period-end.

There was no ceiling test impairment during the nine months ended June 30, 2023.

Changes in the 12-month rolling average first-day-of-the-month prices for oil, natural gas and natural gas liquids prices, the value of reserve additions as compared to the amount of capital expenditures to obtain them, and changes in production rates and estimated levels of reserves, future development costs and the market value of unproved properties, impact the determination of the maximum carrying value of oil and natural gas properties.

If oil and natural gas prices decline sufficiently from the 12-month historical rolling average first-day-of-the-month prices used in the ceiling test at June 30, 2024, it is more likely than not that the Company will incur further impairment write-downs in future periods in the absence of any offsetting factors that are not currently known or projected.

Changes in the 12-month rolling average first-day-of-the-month prices for oil, natural gas and natural gas liquids prices (except where prices are defined by contractual arrangements),

the value of reserve additions as compared to the amount of capital expenditures to obtain them, and changes in production rates and estimated levels of reserves, future development costs and the market value of unproved properties, impact the determination of the maximum carrying value of oil and natural gas properties.

During the three months ended December 31, 2024, the Company incurred a non-cash ceiling test impairment for our U.S.

oil and natural gas properties of $ 613,000 .

There was no ceiling test impairment during the three months ended December 31, 2023.

As discussed above, the ceiling test uses a 12-month historical rolling average first-day-of-the-month prices.

As such, declines in the 12-month historical rolling average first-day-of-the-month prices used in our ceiling test calculation in future periods could result in impairment write-downs in future periods in the absence of any offsetting factors that are not currently known or projected.

RETIREMENT PLANS

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Effective December 31, 2019, the accrual of benefits for all participants in the Pension Plan and SERP was frozen and the plans were closed to new participants from that point forward.

The following tables detail the components of net periodic benefit (income) cost for Barnwell’s retirement plans:

Pension Plan SERP

Three months ended June 30,

2024 2023 2024 2023

Interest cost $ 103,000 $ 102,000 $ 24,000 $ 22,000

Expected return on plan assets ( 192,000 ) ( 167,000 ) — —

Amortization of net actuarial gain — — ( 21,000 ) ( 20,000 )

Net periodic benefit (income) cost $ ( 89,000 ) $ ( 65,000 ) $ 3,000 $ 2,000

The following table details the components of net periodic benefit (income) cost for Barnwell’s retirement plans:

Pension Plan SERP

Nine months ended June 30,

Three months ended December 31,

2024 2023 2024 2023

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The net periodic benefit (income) cost is included in “General and administrative” expenses in the Company's Condensed Consolidated Statements of Operations.

Currently, no contributions are expected to be made to the Pension Plan during fiscal 2024.

Currently, no contributions are planned to be made to the Pension Plan during fiscal 2025.

The SERP plan is unfunded and Barnwell funds benefits when payments are made.

Expected payments under the SERP for fiscal 2024 are not material.

Expected payments under the SERP for fiscal 2025 are expected to be $ 76,000 .

Fluctuations in actual equity market returns as well as changes in general interest rates will result in changes in the market value of plan assets and may result in increased or decreased retirement benefits costs and contributions in future periods.

1 unchanged sentence

Three months ended

June 30, Nine months ended

2024 2023 2024 2023

United States $ ( 1,466,000 ) $ ( 689,000 )

1 unchanged sentence

$ ( 1,910,000 ) $ ( 598,000 )

The components of the income tax provision (benefit) are as follows:

The components of the income tax provision are as follows:

Three months ended

June 30, Nine months ended

2024 2023 2024 2023

Current $ 16,000 $ 68,000

11 unchanged sentences

Disaggregation of Revenue

The following tables provide information about disaggregated revenue by revenue streams, reportable segments, geographical region, and timing of revenue recognition for the three and nine months ended June 30, 2024 and 2023.

Three months ended June 30, 2024

Oil and natural gas Contract drilling Land investment Other Total

Revenue streams:

Oil $ 3,597,000 $ — $ — $ — $ 3,597,000

Natural gas 378,000 — — — 378,000

Natural gas liquids 477,000 — — — 477,000

Drilling and pump — 1,021,000 — — 1,021,000

Other — — — 33,000 33,000

Total revenues before interest income $ 4,452,000 $ 1,021,000 $ — $ 33,000 $ 5,506,000

Geographical regions:

United States $ 534,000 $ 1,021,000 $ — $ 1,000 $ 1,556,000

Canada 3,918,000 — — 32,000 3,950,000

Total revenues before interest income $ 4,452,000 $ 1,021,000 $ — $ 33,000 $ 5,506,000

Timing of revenue recognition:

Goods transferred at a point in time $ 4,452,000 $ — $ — $ 33,000 $ 4,485,000

Services transferred over time — 1,021,000 — — 1,021,000

Total revenues before interest income $ 4,452,000 $ 1,021,000 $ — $ 33,000 $ 5,506,000

Three months ended June 30, 2023

Oil and natural gas Contract drilling Land investment Other Total

Revenue streams:

Oil $ 3,423,000 $ — $ — $ — $ 3,423,000

Natural gas 622,000 — — — 622,000

Natural gas liquids 458,000 — — — 458,000

Drilling and pump — 1,134,000 — — 1,134,000

Other — — — 13,000 13,000

Total revenues before interest income $ 4,503,000 $ 1,134,000 $ — $ 13,000 $ 5,650,000

Geographical regions:

United States $ 869,000 $ 1,134,000 $ — $ 1,000 $ 2,004,000

Canada 3,634,000 — — 12,000 3,646,000

Total revenues before interest income $ 4,503,000 $ 1,134,000 $ — $ 13,000 $ 5,650,000

Timing of revenue recognition:

Goods transferred at a point in time $ 4,503,000 $ — $ — $ 13,000 $ 4,516,000

Services transferred over time — 1,134,000 — — 1,134,000

Total revenues before interest income $ 4,503,000 $ 1,134,000 $ — $ 13,000 $ 5,650,000

Nine months ended June 30, 2024

The following tables provides information about disaggregated revenue by revenue streams, reportable segments, geographical region, and timing of revenue recognition for the three months ended December 31, 2024 and 2023.

Three months ended December 31, 2024

Oil and natural gas Contract drilling Land investment Other Total

4 unchanged sentences

Drilling and pump — 543,000 — — 543,000

Contingent residual payments — — 500,000 — 500,000

Other — — — 11,000 11,000

8 unchanged sentences

Total revenues before interest income $ 3,897,000 $ 543,000 $ — $ 11,000 $ 4,451,000

Nine months ended June 30, 2023

Three months ended December 31, 2023

Oil and natural gas Contract drilling Land investment Other Total

4 unchanged sentences

Drilling and pump — 993,000 — — 993,000

Contingent residual payments — — 265,000 — 265,000

Other — — — 17,000 17,000

10 unchanged sentences

The following table provides information about accounts receivables, contract assets and contract liabilities from contracts with customers:

June 30, 2024 September 30, 2023 September 30, 2022

December 31, 2024 September 30, 2024 September 30, 2023

Accounts receivables from contracts with customers $ 1,930,000 $ 2,031,000 $ 2,931,000

10 unchanged sentences

Such deferred revenue typically results from billings in excess of costs and estimated earnings on uncompleted contracts.

As of June 30, 2024 and September 30, 2023, the Company had $ 18,000 and $ 377,000 , respectively, included in “Other current liabilities” in the accompanying Condensed Consolidated Balance Sheets for those performance obligations expected to be completed in the next twelve months.

During the nine months ended June 30, 2024 and 2023, the amount of revenue recognized that was previously included in contract liabilities as of the beginning of the respective period was $ 377,000 and $ 1,012,000 , respectively.

During the three months ended December 31, 2024 and 2023, the amount of revenue recognized that was previously included in contract liabilities as of the beginning of the respective period was nil and $ 229,000 , respectively.

Contracts are sometimes modified for a change in scope or other requirements.

4 unchanged sentences

The Company’s remaining performance obligations for drilling and pump installation contracts (hereafter referred to as “backlog”) represent the unrecognized revenue value of the Company’s contract commitments.

The Company’s backlog may vary significantly each reporting period based on the timing of major new contract commitments.

The Company’s backlog may vary significantly each reporting period based on the timing

of major new contract commitments.

In addition, our customers have the right, under some infrequent circumstances, to terminate contracts or defer the timing of the Company’s services and their payments to us.

Nearly all of the Company's contract drilling segment contracts have original expected durations of one year or less.

At June 30, 2024, the remaining performance obligation for contract drilling jobs with original expected durations greater than one year was not material.

At December 31, 2024, the Company had three contract drilling jobs with original expected durations of greater than one year, for which 100 % of the remaining performance obligation of $ 208,000 is expected to be recognized as revenue in the next twelve months.

Contract Fulfillment Costs

Preconstruction costs, which include costs such as set-up and mobilization, are capitalized and allocated across all performance obligations and deferred and amortized over the contract term on a progress towards completion basis.

As of June 30, 2024 and September 30, 2023, the Company had $ 240,000 and $ 504,000 , respectively, in unamortized preconstruction costs related to contracts that were not completed.

During the three months ended June 30, 2024 and 2023, the amortization of preconstruction costs related to contracts were not material.

During the nine months ended June 30, 2024 and 2023, the amortization of preconstruction costs related to contracts was $ 240,000 and $ 248,000 , respectively.

These amounts have been included in “Contract drilling operating” costs and expenses in the accompanying Condensed Consolidated Statements of Operations.

Additionally, no impairment charges in connection with the Company’s preconstruction costs were recorded during the three and nine months ended June 30, 2024 and 2023.

As of December 31, 2024 and September 30, 2024, the Company had $ 92,000 and $ 173,000 , respectively, in unamortized preconstruction costs related to contracts that were not completed.

During the three months ended December 31, 2024 and 2023, the amortization of preconstruction costs related to contracts were not material and were included in the accompanying Condensed Consolidated Statements of Operations.

Additionally, no impairment charges in connection with the Company’s preconstruction costs were recorded during the three months ended December 31, 2024 and 2023.

SEGMENT INFORMATION

2 unchanged sentences

(oil and natural gas);

2) investing in land interests in Hawaii (land investment);

2) leasehold land interests in Hawaii (land investment);

and 3) drilling wells and installing and repairing water pumping systems in Hawaii (contract drilling).

2 unchanged sentences

Three months ended

June 30, Nine months ended

2024 2023 2024 2023

Oil and natural gas $ 3,897,000 $ 5,130,000

Contract drilling 543,000 993,000

Land investment — — 500,000 265,000

Other 11,000 17,000

9 unchanged sentences

Total impairment $ 613,000 $ —

Operating profit (loss) (before general and administrative expenses):

Operating (loss) profit (before general and administrative expenses):

Oil and natural gas $ ( 116,000 ) $ 881,000

Contract drilling ( 201,000 ) ( 228,000 )

Land investment — — 500,000 265,000

Other 11,000 16,000

Gain on sale of assets — — — 551,000

Total operating profit (loss) 259,000 305,000 ( 102,000 ) 3,984,000

Equity in income of affiliates:

Land investment — — 1,071,000 538,000

Total operating (loss) profit ( 306,000 ) 669,000

General and administrative expenses ( 1,281,000 ) ( 1,404,000 )

Foreign currency (loss) gain

( 351,000 ) 126,000

Interest expense — ( 2,000 )

4 unchanged sentences

Three months ended

June 30, Nine months ended

2024 2023 2024 2023

Foreign currency translation:

19 unchanged sentences

Barnwell estimates the fair value of asset retirement obligations based on the projected discounted future cash outflows required to settle abandonment and restoration liabilities.

Such an estimate requires assumptions and judgments regarding the existence of liabilities, the amount and timing of cash outflows

required to settle the liability, what constitutes adequate restoration, inflation factors, credit adjusted discount rates, and consideration of changes in legal, regulatory, environmental and political environments.

Abandonment and restoration cost estimates are determined in conjunction with Barnwell’s reserve engineers based on historical information regarding costs incurred to abandon and restore similar well sites, information regarding current market conditions and costs, and knowledge of subject well sites and properties.

Such an estimate requires assumptions and judgments regarding the existence of liabilities, the amount and timing of cash outflows required to settle the liability, what constitutes adequate restoration, inflation factors, credit adjusted discount rates, and consideration of changes in legal, regulatory, environmental and political environments.

Abandonment and restoration cost estimates are determined in conjunction with Barnwell’s reserve engineers based on historical information regarding costs incurred to abandon and restore similar

well sites, information regarding current market conditions and costs, and knowledge of subject well sites and properties.

Asset retirement obligation fair value measurements in the current period were Level 3 fair value measurements.

1 unchanged sentence

Restricted Stock Units

On November 2, 2023, the Board of Directors of the Company granted a total of 76,336 restricted stock units to the independent directors of the Board as partial payment of director fees for their service as members of the Board.

The restricted stock units vest ratably over a three-year period, subject to the director’s continued service through the applicable vesting dates;

provided that, any unvested restricted stock would vest upon a director’s death, disability, a change in control of the Company resulting in the director not continuing as a director or the director not being renominated for election even though he was willing to stand for re-election.

On May 16, 2024, the Board of Directors of the Company granted 60,000 restricted stock units to the Company’s President and Chief Executive Officer.

The restricted stock units vest ratably over a three-year period, subject to the employee’s continued service through the applicable vesting dates.

The following table summarizes Barnwell’s restricted stock unit activity from October 1, 2023 through June 30, 2024:

On October 24, 2024, the Board of Directors of the Company granted a total of 105,820 restricted stock units to the independent directors of the Board as partial payment of director fees for their service as members of the Board.

The restricted stock units vest ratably over a three-year period, subject to the director’s continued service through the applicable vesting date.

The following table summarizes Barnwell’s restricted stock unit activity from October 1, 2024 through December 31, 2024:

Restricted Stock Units Shares Weighted-Average

2 unchanged sentences

Forfeited — —

Nonvested at June 30, 2024

136,336 $ 2.62

Nonvested at December 31, 2024 216,712 $ 2.27

Compensation cost for restricted stock unit awards is measured at fair value and is recognized as an expense over the requisite service period.

During the three and nine months ended June 30, 2024, the Company recognized share-based compensation expense related to restricted stock units of $ 42,000 and $ 103,000 , respectively.

During the three and nine months ended June 30, 2023, the Company recognized share-based compensation expense related to restricted stock units of $ 49,000 .

As of June 30, 2024, the total remaining unrecognized compensation cost related to nonvested restricted stock units was $ 255,000 , which is expected to be recognized over the weighted-average remaining requisite service period of 1.8 years.

Stock Options

In the quarter ended June 30, 2023, 100,000 shares of vested stock options expired and 50,000 shares of outstanding stock options were forfeited prior to the option’s vesting date.

The Company's policy

is to recognize forfeitures as they occur.

Thus, when an award is forfeited prior to the vesting date, the Company will recognize an adjustment for the previously recognized expense in the period of the forfeiture.

Accordingly, as a result of the forfeited stock options, the Company recorded a share-based compensation benefit of $ 96,000 during the three and nine months ended June 30, 2023.

Common Stock Issued for Services

In May 2023, the Company issued a total of 34,091 shares of Barnwell common stock to certain independent directors for their services on behalf of the Company and the Board of Directors pertaining to the negotiations of the cooperation and support agreement and the settlement of the potential proxy contest at the 2023 annual meeting of stockholders (see Note 16 for additional details).

The total value of the shares issued was $ 90,000 which was valued using the closing price of Barnwell's common stock on May 11, 2023, the date of grant.

Cash Dividends

No dividends were declared or paid during the nine months ended June 30, 2024.

In December 2022, the Company's Board of Directors declared a cash dividend of $ 0.015 per share that was paid on January 11, 2023 to stockholders of record on December 27, 2022.

In February 2023, the Company's Board of Directors declared a cash dividend of $ 0.015 per share that was paid on March 13, 2023 to stockholders of record on February 23, 2023.

In May 2023, the Company's Board of Directors declared a cash dividend of $ 0.015 per share that was paid on June 12, 2023 to stockholders of record on May 25, 2023.

During the three months ended December 31, 2024 and 2023, the Company recognized share-based compensation expense related to restricted stock units of $ 69,000 and $ 30,000 , respectively.

As of December 31, 2024, the total remaining unrecognized compensation cost related to nonvested restricted stock units was $ 331,000 , which is expected to be recognized over the weighted-average remaining requisite service period of 1.7 years.

CONTINGENCIES

3 unchanged sentences

Barnwell’s management is not aware of any claims or litigation involving Barnwell that are likely to have a material adverse effect on its results of operations, financial position or liquidity.

In fiscal 2020, the Staff of the State of Hawaii’s Commission on Water Resource Management (“Commission”) circulated a draft of a proposed recommendation to the Commission under which the Company, the water utility, the water utility's independent hydrologist firm and the owner of the land on which two water wells were drilled would be assessed penalty fines because each of the wells were calculated to have been drilled beyond the depth permitted by the permit.

The wells were drilled to a depth to penetrate certain layers of impermeable rock necessary to access the aquifer at the instructions and on the advice of the hydrologist hired by the owner of the well.

Subsequently, the Staff of the Commission

acknowledged that one well had not been drilled to a depth beyond its permitted depth and the fines on that well were eliminated.

Additionally, the fines applicable to the depth of the second well were dropped in lieu of the parties entering into an agreement to perform a water quality study and repurpose a current well into a monitoring well.

The liability related to this contingency was $ 200,000 at December 31, 2024 and September 30, 2024 and is included in “Accrued operating and other expenses” in the accompanying Condensed Consolidated Balance Sheets.

It is unknown when this contingent liability related to the required drilling of the monitoring well in satisfaction of a regulatory assessment will be settled.

INFORMATION RELATING TO THE CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine months ended

Three months ended

Supplemental disclosure of cash flow information:

2 unchanged sentences

$ 136,000 $ 44,000

Capital expenditure accruals related to oil and natural gas exploration and development decreased $ 628,000 and $ 6,000 during the nine months ended June 30, 2024 and 2023, respectively.

Additionally, capital expenditure accruals related to oil and natural gas asset retirement obligations increased $ 367,000 and $ 789,000 during the nine months ended June 30, 2024 and 2023, respectively.

Capital expenditure accruals related to oil and natural gas exploration and development decreased $ 2,215,000 and $ 523,000 during the three months ended December 31, 2024 and 2023, respectively.

Additionally, capital expenditure accruals related to oil and natural gas asset retirement obligations increased $ 32,000 and $ 115,000 during the three months ended December 31, 2024 and 2023, respectively.

RELATED PARTY TRANSACTIONS

3 unchanged sentences

Changes to the arrangement above, effective March 7, 2019, are discussed in Note 4.

During the nine months ended June 30, 2024, Barnwell received $ 500,000 in percentage of sales payments from KD I from the sale of the last two single-family lots within Increment I.

During the nine months ended June 30, 2023, Barnwell received $ 265,000 in percentage of sales payments from KD I from the sale of one single-family lot within Increment I.

In May 2023, the Company’s Board of Directors approved and ratified the payment of one-time special director fees to directors Kenneth Grossman and Doug Woodrum for their services on behalf of the Company and the Board of Directors pertaining to the negotiations of the cooperation and support agreement and the settlement of the potential proxy contest at the 2023 annual meeting of stockholders.

Grossman received a one-time special director fee of $ 100,000 , which was paid in $ 40,000 cash and a stock grant of 22,728 shares of Barnwell common stock (valued at $ 60,000 using the closing price of Barnwell's common stock on May 11, 2023, the date of grant).

Woodrum received a one-time special director fee of $ 50,000 , which was paid in $ 20,000 cash and a stock grant of 11,363 shares of Barnwell common stock (valued at $ 30,000 using the closing price of Barnwell's common stock on May 11, 2023, the date of grant).

SUBSEQUENT EVENT

In July 2024, the Company commenced the drilling of one gross (1.0 net) 100 %-owned operated development oil well in the Twining area.

SUBSEQUENT EVENTS

Restricted Stock Units

In January 2025, the Company's Board of Directors (the “Board”) granted a total of 66,000 restricted stock units to the Company's President and Chief Executive Officer.

The restricted stock units vest ratably over a three-year period, subject to the employee’s continued service through the applicable vesting dates.

Limited-Duration Shareholder Rights Plan

On January 26, 2025, the Board adopted a shareholder rights plan and declared a dividend of one

right (a “Right”) in respect of each of the Company’s issued and outstanding shares of common stock, par value $ 0.50 per share (“Common Stock”).

The dividend is payable to the shareholders of record at the close of business on February 7, 2025.

Each Right initially entitles the registered holder, subject to the terms of the Rights Agreement (as defined below), to purchase from the Company one share of Common Stock, at a price equal to $ 9.00 , subject to certain adjustments (as adjusted from time to time, the “Exercise Price”).

The terms of the Rights are set forth in the Rights Agreement, dated as of January 26, 2025 (as it may be amended from time to time, the “Rights Agreement”), by and between the Company and Broadridge Corporate Issuer Solutions, LLC, as rights agent (or any successor rights agent, the “Rights Agent”).

In general terms, the Rights Agreement imposes significant dilution upon any person or group (other than the Company or certain related persons) that is or becomes the beneficial owner of 20 % (the “Triggering Percentage”) or more of the Company’s outstanding Common Stock without the prior approval of the Board.

A person or group that becomes the beneficial owner of the Triggering Percentage or more is called an “Acquiring Person.” Any Rights held by an Acquiring Person will be null and void and may not be exercised.

Shareholders that beneficially own the Triggering Percentage or more of the Company’s outstanding Common Stock on the date the plan is adopted, are not considered Acquiring Persons;

however, such Shareholders generally may not acquire, or obtain the right to acquire, beneficial ownership of 0.25 % or more additional shares of the Company’s outstanding Common Stock.

The term “beneficial ownership” is defined in the Rights Agreement and includes, among other things, certain securities that may be exercised or converted into shares of Common Stock and certain derivative arrangements.

The Rights will expire prior to the earliest of (i) the close of business on January 26, 2026 (subject to the shareholders of the Company approving an extension of the Rights Agreement through a date on or prior to January 26, 2028);

(ii) the time at which the Rights are redeemed pursuant to the Rights Agreement;

(iii) the time at which the Rights are exchanged pursuant to the Rights Agreement;

and (iv) upon the occurrence of certain transactions.

This description of the Rights Agreement herein does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 27, 2025.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements