What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-08-13 compared with 2025-05-15 · 170 added, 104 removed, 567 unchanged (33% of the section changed)

7 unchanged sentences

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

$ 48,000 at March 31, 2025;

$ 50,000 at June 30, 2025;

$ 141,000 at September 30, 2024

33 unchanged sentences

authorized, 40,000,000 shares:

10,221,434 issued at March 31, 2025;

10,221,434 issued at June 30, 2025;

10,195,990 issued at September 30, 2024

4 unchanged sentences

Treasury stock, at cost:

167,900 shares at March 31, 2025 and September 30, 2024

167,900 shares at June 30, 2025 and September 30, 2024

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

9 unchanged sentences

Three months ended

March 31, Six months ended

June 30, Nine months ended

2025 2024 2025 2024

14 unchanged sentences

Loss from continuing operations before income taxes ( 1,587,000 ) ( 985,000 ) ( 4,556,000 ) ( 2,251,000 )

Income tax provision 162,000 100,000 169,000 166,000

Income tax (benefit) provision ( 34,000 ) 21,000 135,000 187,000

Net loss from continuing operations ( 1,553,000 ) ( 1,006,000 ) ( 4,691,000 ) ( 2,438,000 )

Net earnings (loss) from discontinued operations 331,000 ( 466,000 ) 12,000 ( 780,000 )

( 1,207,000 ) ( 1,550,000 ) ( 3,126,000 ) ( 2,212,000 )

Net earnings (loss) attributable to non-controlling interests

Net (loss) earnings from discontinued operations — ( 228,000 ) 12,000 ( 1,008,000 )

( 1,553,000 ) ( 1,234,000 ) ( 4,679,000 ) ( 3,446,000 )

Net (loss) earnings attributable to non-controlling interests ( 3,000 ) 12,000 ( 5,000 ) 236,000

Net loss attributable to Barnwell Industries, Inc.

$ ( 1,550,000 ) $ ( 1,246,000 ) $ ( 4,674,000 ) $ ( 3,682,000 )

Basic and diluted (loss) earnings per common share attributable to Barnwell Industries, Inc.

Basic and diluted loss per common share attributable to Barnwell Industries, Inc.

stockholders:

1 unchanged sentence

$ ( 0.15 ) $ ( 0.10 ) $ ( 0.47 ) $ ( 0.27 )

Net earnings (loss) from discontinued operations 0.03 ( 0.05 ) — ( 0.08 )

Net loss from discontinued operations

— ( 0.02 ) — ( 0.10 )

Net loss attributable to Barnwell Industries, Inc.

7 unchanged sentences

Three months ended

March 31, Six months ended

June 30, Nine months ended

2025 2024 2025 2024

8 unchanged sentences

Total comprehensive loss ( 1,590,000 ) ( 1,243,000 ) ( 4,626,000 ) ( 3,490,000 )

Comprehensive (income) loss attributable to non-controlling interests — ( 222,000 ) 2,000 ( 224,000 )

Comprehensive loss (income) attributable to non-controlling interests 3,000 ( 12,000 ) 5,000 ( 236,000 )

Comprehensive loss attributable to Barnwell Industries, Inc.

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Three months ended March 31, 2025 and 2024

Three months ended June 30, 2025 and 2024

Outstanding Common

4 unchanged sentences

Interests Total

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 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 )

2 unchanged sentences

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

Issuance of common stock for restricted stock units vested

27,984 14,000 ( 14,000 ) — — — — —

Retirement plans:

1 unchanged sentence

— — — — ( 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

Balance at March 31, 2025 10,053,534 $ 5,111,000 $ 7,806,000 $ ( 2,529,000 ) $ 2,033,000 $ ( 2,286,000 ) $ 20,000 $ 10,155,000

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

Net loss — — — ( 1,550,000 ) — — ( 3,000 ) ( 1,553,000 )

2 unchanged sentences

Share-based compensation — — 18,000 — — — — 18,000

Balance at March 31, 2025 10,053,534 $ 5,111,000 $ 7,806,000 $ ( 2,529,000 ) $ 2,033,000 $ ( 2,286,000 ) $ 20,000 $ 10,155,000

Balance at June 30, 2025 10,053,534 $ 5,111,000 $ 7,824,000 $ ( 4,079,000 ) $ 1,996,000 $ ( 2,286,000 ) $ 17,000 $ 8,583,000

See Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Six months ended March 31, 2025 and 2024

Nine months ended June 30, 2025 and 2024

Outstanding Common

9 unchanged sentences

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

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

Share-based compensation — — 153,000 — — — — 153,000

1 unchanged sentence

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 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

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 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

5 unchanged sentences

25,444 13,000 ( 13,000 ) — — — — —

Balance at March 31, 2025 10,053,534 $ 5,111,000 $ 7,806,000 $ ( 2,529,000 ) $ 2,033,000 $ ( 2,286,000 ) $ 20,000 $ 10,155,000

Balance at June 30, 2025 10,053,534 $ 5,111,000 $ 7,824,000 $ ( 4,079,000 ) $ 1,996,000 $ ( 2,286,000 ) $ 17,000 $ 8,583,000

See Notes to Condensed Consolidated Financial Statements

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended

Nine months ended

Cash flows from operating activities of continuing operations:

3 unchanged sentences

Adjustments to reconcile net loss from continuing operations to net cash (used in) provided by operating activities:

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

Depletion, depreciation, and amortization 2,502,000 4,095,000

2 unchanged sentences

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

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

Retirement benefits income ( 236,000 ) ( 259,000 )

Non-cash rent expense (income) 1,000 ( 13,000 )

Non-cash rent income ( 1,000 ) ( 20,000 )

Accretion of asset retirement obligation 597,000 667,000

8 unchanged sentences

Cash flows from investing activities of continuing operations:

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

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

3 unchanged sentences

Cash divested from the sale of discontinued operations, net of proceeds ( 163,000 ) —

Payments received on note receivable related to the sale of discontinued operations 350,000 —

Net cash used in investing activities from continuing operations ( 2,235,000 ) ( 1,729,000 )

27 unchanged sentences

The accompanying unaudited condensed consolidated financial statements and notes have been prepared by Barnwell in accordance with the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission.

Accordingly, certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with U.S.

Accordingly, certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with U.S.

generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

2 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 March 31, 2025, results of operations, comprehensive loss, and equity for the three and six months ended March 31, 2025 and 2024, and cash flows for the six months ended March 31, 2025 and 2024, have been made.

The results of operations for the period ended March 31, 2025 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 June 30, 2025, results of operations, comprehensive loss, and equity for the three and nine months ended June 30, 2025 and 2024, and cash flows for the nine months ended June 30, 2025 and 2024, have been made.

The results of operations for the period ended June 30, 2025 are not necessarily indicative of the operating results for the full year.

Use of Estimates in the Preparation of Condensed Consolidated Financial Statements

13 unchanged sentences

See Note 3 “Discontinued Operations” for further discussion and additional disclosures related to discontinued operations.

Unless otherwise noted, the discussions in the notes to the condensed consolidated financial statements refers to the Company’s continuing operations.

Unless otherwise noted, the discussions in the Notes to Condensed Consolidated Financial Statements refers to the Company’s continuing operations.

Insurance Recoveries

The Company maintains directors and officers liability insurance coverage.

Receipts from insurance claim reimbursements under the liability coverage, up to the amount of costs recognized are considered recoveries.

These recoveries are accounted for when they are probable of receipt.

Insurance recoveries are not recognized prior to the recognition of the related costs incurred.

Any insurance receivable for recoveries is recorded separately from the corresponding liability, and only if recovery is determined to be probable and reasonably estimable.

GOING CONCERN

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business for the twelve-month period following the date of issuance of these condensed consolidated financial statements.

Our ability to sustain our business in the future will depend on sufficient oil and natural gas operating cash flows, which are highly sensitive to potentially volatile oil and natural gas prices, timely repayment of the note receivable from the buyers of our contract drilling segment, and the amount and timing of costs incurred related to the shareholder consent solicitation and ongoing proxy contest.

A sufficient level of such cash inflows are necessary to fund discretionary oil and natural gas capital expenditures, which must be economically successful to provide sufficient returns to grow reserves and production or at a minimum replace declining production from aging wells.

Such a level of oil and natural gas capital expenditures may require funding from external debt or equity sources that are not currently in place, but those sources may not be feasible or sufficient.

In addition, we will need sufficient cash flows to fund our non-discretionary outflows such as oil and natural gas asset retirement obligations and ongoing operating and general and administrative expenses.

Due to the recent shareholder consent solicitation and the ongoing proxy contest costs incurred and estimated to be incurred and the impacts of recently imposed tariffs which have caused a reduction in oil prices and have had an impact on the U.S.

Our ability to sustain our business in the future will depend on sufficient oil and natural gas operating cash flows which are dependent on oil and natural gas prices, which can and in the past have fluctuated significantly, and on oil and natural gas operating expenses which are both variable and fixed.

A sufficient level of oil and natural gas operating cash flows are necessary to fund discretionary oil and natural gas capital expenditures which must be economically successful to provide sufficient returns to grow reserves and production or at a minimum replace declining production from aging wells.

Such a level of oil and natural gas capital expenditures will require funding from external debt and/or equity sources that are not currently in place, but those sources may not be feasible or sufficient.

In addition, we will need sufficient cash flows to fund our non-discretionary outflows such as oil and natural gas asset retirement obligations, ongoing oil and natural gas operating expenses and general and administrative expenses, both those related to our oil and natural gas operations and those related to our being a public company such as costs incurred related to the shareholder consent solicitation and proxy contest.

Due to the recent shareholder consent solicitation and the proxy contest costs incurred and estimated to be incurred and the impacts of recently imposed tariffs which have caused a reduction in oil prices and have had an impact on the U.S.

economy as a whole, we now face a greater uncertainty about our oil and natural gas operating cash inflows as described above, which in turn limits our ability to make the required discretionary cash outflows for the capital expenditures necessary to convert our proved undeveloped reserves to proved developed reserves.

Furthermore, because of the greater uncertainty about our cash inflows described above, there is substantial doubt about our ability to fund our non-discretionary cash outflows and thus substantial doubt about our ability to continue as a going concern for one year from the date of the filing of this report.

The Company is investigating potential sources of funding, including debt financing, non-core oil and natural gas property sales and the partial or complete sale of its remaining interests in the Kukio Resort Land Development Partnerships, however, no probable timing or amounts of such funding have yet been secured.

Because of this uncertainty as well as uncertainties regarding the potential duration and depth of the impacts of recently legislated tariffs on the economy as a whole, which in turn affects oil prices and our business as described above, substantial doubt about our ability to continue as a going concern for one year from the date of the filing of this report exists.

The Company is investigating potential sources of funding, including debt financing, the issuance of stock, and the partial or complete sale of its remaining interests in the Kukio Resort Land Development Partnerships, however, no probable timing or amounts of such funding have yet been secured.

Because of this uncertainty as well as uncertainties regarding the potential duration and depth of the impacts of recently imposed tariffs on the economy as a whole, which in turn affects oil prices and our business as described above, substantial doubt about our ability to continue as a going concern for one year from the date of the filing of this report exists.

While the sale of our U.S.

oil and natural gas properties on August 8, 2025 will help to provide cash for the near term, the amount is not estimated to be sufficient to overcome the substantial doubt for one year from the date of this filing in the absence of other sources of funding, none of which are probable at the date of this filing.

These financial statements do not include any adjustments that might result from the outcome of these uncertainties.

4 unchanged sentences

an initial aggregate cash payment of $ 250,000 and the delivery of a non-interest bearing promissory note with a principal amount of $ 800,000 (the “Promissory Note”).

The principal payments on the Promissory Note are to be paid in installments on the following schedule:

The principal payments on the Promissory Note were to be paid in installments on the following schedule:

$ 200,000 on May 15, 2025;

1 unchanged sentence

The Promissory Note is secured by certain specified assets of Water Resources and personal guarantees of the purchasers.

As of June 30, 2025, the balance of the Promissory Note was $ 450,000 .

In August 2025, the Promissory Note was amended to change the due date of the $ 150,000 installments due on August 15, 2025 and September 15, 2025 to the following schedule:

$ 100,000 on December 15, 2025;

$ 50,000 on February 15, 2026;

and $ 150,000 on March 15, 2026 and to increase the annual interest rate on the Promissory Note from zero to 12 % beginning August 15, 2025 and to 18 % beginning December 15, 2025.

Water Resources drilled water wells and installed and repaired water pumping systems in Hawaii and represented our contract drilling segment.

1 unchanged sentence

Prior to the sale, the Company did not have any assurances that a sale of Water Resources was likely to occur.

The Company recorded a loss of $ 193,000 on the sale of Water Resources, which was included in the results from discontinued operations for the three and six months ended March 31, 2025.

The Company recorded a

loss of $ 193,000 on the sale of Water Resources, which was included in the results from discontinued operations for the nine months ended June 30, 2025.

There was no impact from the sale of Water Resources on the provision for income taxes.

1 unchanged sentence

Three months ended

March 31, Six months ended

June 30, Nine months ended

2025 2024 2025 2024

10 unchanged sentences

— 1,249,000 951,000 4,118,000

Earnings (loss) from discontinued operations before income taxes 524,000 ( 466,000 ) 205,000 ( 780,000 )

(Loss) earnings from discontinued operations before income taxes

— ( 228,000 ) 205,000 ( 1,008,000 )

Loss on sale of discontinued operations — — ( 193,000 ) —

Income tax provision — — — —

Net earnings (loss) from discontinued operations $ 331,000 $ ( 466,000 ) $ 12,000 $ ( 780,000 )

Net (loss) earnings from discontinued operations

$ — $ ( 228,000 ) $ 12,000 $ ( 1,008,000 )

________________________

(1) In February 2025, the Company completed the sale of a contract drilling segment drilling rig and related ancillary equipment to an independent third party for proceeds of $ 538,000 , net of related costs.

The drilling rig and related ancillary equipment were fully depreciated and had a net book value of zero and as a result of the sale, the Company recognized a $ 538,000 gain during the three and six months ended March 31, 2025 which was recorded in discontinued operations.

The drilling rig and related ancillary equipment were fully depreciated and had a net book value of zero and as a result of the sale, the Company recognized a $ 538,000 gain during the nine months ended June 30, 2025 which was recorded in discontinued operations.

The following table presents the carrying amounts of the assets and liabilities of discontinued operations on the Condensed Consolidated Balance Sheets.

3 unchanged sentences

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

$ 0 at March 31, 2025;

$ 0 at June 30, 2025;

$ 234,000 at September 30, 2024

16 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 258,699 restricted stock units were excluded from the computation of diluted shares for the three months ended March 31, 2025, as their inclusion would have been anti-dilutive.

Options to purchase 465,000 shares of common stock and 237,475 restricted stock units were excluded from the computation of diluted shares for the six months ended March 31, 2025, 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 and six months ended March 31, 2024, as their inclusion would have been anti-dilutive.

Options to purchase 465,000 shares of common stock and 214,270 restricted stock units were excluded from the computation of diluted shares for the three months ended June 30, 2025, as their inclusion would have been 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 465,000 shares of common stock and 229,740 restricted stock units were excluded from the computation of diluted shares for the nine months ended June 30, 2025, 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.

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 table:

Three months ended

March 31, Six months ended

June 30, Nine months ended

2025 2024 2025 2024

Net loss from continuing operations $ ( 1,553,000 ) $ ( 1,006,000 ) $ ( 4,691,000 ) $ ( 2,438,000 )

Net earnings (loss) attributable to non-controlling interests of continuing operations — 222,000 ( 2,000 ) 224,000

Net (loss) earnings attributable to non-controlling interests of continuing operations ( 3,000 ) 12,000 ( 5,000 ) 236,000

Net loss from continuing operations attributable to Barnwell Industries, Inc.

( 1,550,000 ) ( 1,018,000 ) ( 4,686,000 ) ( 2,674,000 )

Net earnings (loss) from discontinued operations 331,000 ( 466,000 ) 12,000 ( 780,000 )

Net (loss) earnings from discontinued operations — ( 228,000 ) 12,000 ( 1,008,000 )

Net loss attributable to Barnwell Industries, Inc.

3 unchanged sentences

Diluted weighted-average number of common shares outstanding 10,053,534 10,028,090 10,051,390 10,014,609

Basic and diluted (loss) earnings per common share:

Basic and diluted loss per common share:

Net loss per common share from continuing operations attributable to Barnwell Industries, Inc.

$ ( 0.15 ) $ ( 0.10 ) $ ( 0.47 ) $ ( 0.27 )

Net earnings (loss) per common share from discontinued operations

Net loss per common share from discontinued operations

— ( 0.02 ) — ( 0.10 )

1 unchanged sentence

stockholders $ ( 0.15 ) $ ( 0.12 ) $ ( 0.47 ) $ ( 0.37 )

ACCOUNTS AND OTHER RECEIVABLES AND ALLOWANCE FOR CREDIT LOSSES

Insurance Recovery Receivable

In the quarter ended June 30, 2025, the Company filed an insurance claim for $ 348,000 with our insurance carrier for the reimbursement of certain legal fees incurred that are covered under our directors and officers’ liability insurance policies.

Accordingly, the Company determined that an insurance recovery from our insurance carrier was probable and reasonably estimable and therefore recorded an estimated accrued insurance recovery receivable of $ 348,000 as of June 30, 2025.

The insurance recovery receivable is included in "Accounts and other receivables, net of allowance for credit losses," in the accompanying Condensed Consolidated Balance Sheet and the related legal expense recovery was recorded in “General and administrative” expenses in the accompanying Condensed Consolidated Statements of Operations.

The estimated accrued insurance recovery receivable amount is management's best estimate of the probable recoverable amount under the insurance policies.

While the insurer has confirmed that certain costs incurred by the Company are eligible for claim under the Company's insurance policies, the amount ultimately recoverable through insurance is dependent upon the insurer's completion of their review of eligible legal costs incurred and the recoverable amount may differ from management's estimate.

Allowance for Credit Losses

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

Six months ended

Nine months ended

Allowance for credit losses at beginning of period

16 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.

The Kukio Resort Land Development 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.

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

2 unchanged sentences

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 and six months ended March 31, 2025.

During the three and six months ended March 31, 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.

Equity in income of affiliates was nil for the three and six months ended March 31, 2025, as compared to equity in income of affiliates of $ 1,071,000 for the three and six months ended March 31, 2024.

No cash distributions were received during the three months ended June 30, 2025 and 2024.

No cash distributions were received during the nine months ended June 30, 2025.

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.

Equity in income of affiliates was nil for the three and nine months ended June 30, 2025, as compared to equity in income of affiliates of nil and $ 1,071,000 for the three and nine months ended June 30, 2024, respectively.

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

Three months ended March 31,

Three months ended June 30,

Revenue $ 169,000 $ 518,000

Gross profit $ 2,179,000 $ 7,329,000

Net earnings $ 1,599,000 $ 6,658,000

Six months ended March 31,

Gross (loss) profit

$ ( 46,000 ) $ 129,000

$ ( 538,000 ) $ ( 338,000 )

Nine months ended June 30,

Revenue $ 5,761,000 $ 12,557,000

3 unchanged sentences

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, no equity in income of affiliates was recognized in the six months ended March 31, 2025.

Cumulative distributions received from the Kukio Resort Land Development Partnerships in excess of our investment balance was $ 31,000 at March 31, 2025 and $ 373,000 at September 30, 2024.

Accordingly, no equity in income of affiliates was recognized in the nine months ended June 30, 2025.

Cumulative distributions received from the Kukio Resort Land Development Partnerships in excess of our investment balance was $ 149,000 at June 30, 2025 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 single-family lots of the 80 lots developed within Increment I were sold.

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

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

Three months ended

March 31, Six months ended

June 30, Nine months ended

2025 2024 2025 2024

10 unchanged sentences

Oil and Natural Gas Property Dispositions

There were no significant oil and natural gas property dispositions during the six months ended March 31, 2025 and 2024.

The $ 282,000 of proceeds from the sale of oil and natural gas properties included in the Condensed Consolidated Statement of Cash Flows for the six months ended March 31, 2025 represents proceeds that were credited to our cash in October 2024 from a sale of properties that closed in late September 2024.

There were no significant oil and natural gas property dispositions during the nine months ended June 30, 2025.

The $ 282,000 of proceeds from the sale of oil and natural gas properties included in the Condensed Consolidated Statement of Cash Flows for the nine months ended June 30, 2025 represents proceeds that were credited to our cash in October 2024 from a sale of properties that closed in late September 2024.

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 $ 441,000 in order to, among other things, reflect an economic effective date of May 1, 2024.

Impairment of Oil and Natural Gas Properties

1 unchanged sentence

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 and six months ended March 31, 2025, the Company incurred a non-cash ceiling test impairment for our U.S.

During the three and nine months ended June 30, 2025, the Company incurred a non-cash ceiling test impairment for our U.S.

oil and natural gas properties of $ 200,000 and $ 865,000 , respectively.

During the three and six months ended March 31, 2024, the Company incurred a non-cash ceiling test impairment for our Canadian oil and natural gas properties of $ 1,677,000 .

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.

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.

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.

Based on the oil and gas prices for April 1 and May 1 of 2025, the oil prices and natural gas prices used in the 12-month historical rolling first-day-of-the-month average oil price for the ceiling test at June 30, 2025 will be lower than at March 31, 2025.

Whereas we believe our Canadian full cost pool is below the ceiling limit, our U.S.

full cost pool had no ceiling excess at March 31, 2025, and thus a further impairment charge is more likely than not for our U.S full cost pool in the quarter ending June 30, 2025.

The Company is currently unable to estimate a range of the amount of any potential future impairment write-downs as variables that impact the ceiling limitation are dependent upon actual results of activity through the end of June 2025.

Based on the oil and gas prices for July 1 and August 1 of 2025, the oil prices used in the 12-month historical rolling first-day-of-the-month average for the ceiling test at September 30, 2025 are likely to be lower than at June 30, 2025.

As such, we may incur a further impairment charge in the quarter ending September 30, 2025.

Asset Retirement Obligations

2 unchanged sentences

To date, the excess deposits that relate to abandonment work have not yet been refunded but have been used to fund the reclamation part of the program and the Company now estimates that a portion of the unused deposit will instead be applied to future reclamation work over the next several years.

The estimated current portion of the unused deposit was $ 226,000 and $ 527,000 at March 31, 2025 and September 30, 2024, respectively, and is included in “Other current assets” on the Company’s Condensed Consolidated Balance Sheets.

The non-current portion of the unused deposit of $ 215,000 along with $ 50,000 of non-current receivables at March 31, 2025, is included in “Other non-current assets” on the Company’s Condensed Consolidated Balance Sheet at March 31, 2025.

The estimated current portion of the unused deposit was $ 239,000 and $ 527,000 at June 30, 2025 and September 30, 2024, respectively, and is included in “Other current assets” on the Company’s Condensed Consolidated Balance Sheets.

The non-current portion of the unused deposit of $ 227,000 along with $ 54,000 of non-current receivables at June 30, 2025, is included in “Other non-current assets” on the Company’s Condensed Consolidated Balance Sheet at June 30, 2025.

RETIREMENT PLANS

4 unchanged sentences

Pension Plan SERP

Three months ended March 31,

Three months ended June 30,

2025 2024 2025 2024

4 unchanged sentences

Pension Plan SERP

Six months ended March 31,

Nine months ended June 30,

2025 2024 2025 2024

8 unchanged sentences

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.

A portion of the Pension Plan’s investments is in publicly traded stocks, one of which is Barnwell’s common stock.

At June 30, 2025 and September 30, 2024, the Pension Plan held 520,350 and 413,148 shares, respectively, of Barnwell common stock (see Note 18 for additional details).

The components of loss from continuing operations before income taxes, after adjusting the loss for non-controlling interests, are as follows:

Three months ended

March 31, Six months ended

June 30, Nine months ended

2025 2024 2025 2024

2 unchanged sentences

$ ( 1,584,000 ) $ ( 997,000 ) $ ( 4,551,000 ) $ ( 2,487,000 )

The components of the income tax provision from continuing operations are as follows:

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

Three months ended

March 31, Six months ended

June 30, Nine months ended

2025 2024 2025 2024

10 unchanged sentences

Our operations in Texas are subject to a franchise tax assessed by the state of Texas, however no significant amounts have been incurred to date.

On July 4, 2025, the President of the United States signed into law the One Big Beautiful Bill Act.

The legislation, among other things, makes permanent, extends or modifies certain provisions under the 2017 Tax Cuts and Jobs Act, including a permanent extension of 100% bonus depreciation for certain capital expenditures.

Pursuant to ASC Topic 740, Income Taxes, the effects of changes in tax law are recognized in the period of enactment.

As such, this legislation is not reflected in the Company’s unaudited condensed consolidated financial statements for the periods ended June 30, 2025.

The Company is currently evaluating the full impact of this new legislation on its consolidated financial statements.

SEGMENT INFORMATION

8 unchanged sentences

Three months ended

March 31, Six months ended

June 30, Nine months ended

2025 2024 2025 2024

11 unchanged sentences

Total impairment $ 200,000 $ 599,000 $ 865,000 $ 2,276,000

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

Operating profit (before general and administrative expenses):

Oil and natural gas $ 27,000 $ 326,000 $ 663,000 $ 2,000

1 unchanged sentence

Other 25,000 32,000 57,000 64,000

Total operating profit (loss) 773,000 ( 689,000 ) 668,000 208,000

Total operating profit 52,000 358,000 720,000 566,000

Equity in income of affiliates:

7 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 based upon continuing operations for the three and six months ended March 31, 2025 and 2024.

Three months ended March 31, 2025

Three months ended June 30, 2025

Oil and natural gas Land investment Other Total

11 unchanged sentences

Goods transferred at a point in time $ 3,153,000 $ — $ 25,000 $ 3,178,000

Three months ended March 31, 2024

Three months ended June 30, 2024

Oil and natural gas Land investment Other Total

3 unchanged sentences

Natural gas liquids 477,000 — — 477,000

Contingent residual payments — 500,000 — 500,000

Other — — 33,000 33,000

6 unchanged sentences

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

Six months ended March 31, 2025

Nine months ended June 30, 2025

Oil and natural gas Land investment Other Total

11 unchanged sentences

Goods transferred at a point in time $ 10,593,000 $ — $ 58,000 $ 10,651,000

Six months ended March 31, 2024

Nine months ended June 30, 2024

Oil and natural gas Land investment Other Total

14 unchanged sentences

The following table provides the balances of our receivables from contracts with customers which is included in "Accounts and other receivables, net of allowance for credit losses," in the accompanying Condensed Consolidated Balance Sheets.

March 31, 2025 September 30, 2024 September 30, 2023

June 30, 2025 September 30, 2024 September 30, 2023

Accounts receivables from contracts with customers $ 1,128,000 $ 1,472,000 $ 2,344,000

2 unchanged sentences

Three months ended

March 31, Six months ended

June 30, Nine months ended

2025 2024 2025 2024

27 unchanged sentences

The Company made a down payment of $ 15,000 and is required to make monthly principal and interest payments of $ 16,000 over the term of the agreement, which matures in February 2026.

As of March 31, 2025, the insurance premium financing liability was $ 153,000 and is included in “Other current liabilities” in the accompanying Condensed Consolidated Balance Sheets.

As of June 30, 2025, the insurance premium financing liability was $ 109,000 and is included in “Other current liabilities” in the accompanying Condensed Consolidated Balance Sheets.

STOCKHOLDERS' EQUITY

4 unchanged sentences

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, 2024 through March 31, 2025:

The following table summarizes Barnwell’s restricted stock unit activity from October 1, 2024 through June 30, 2025:

Restricted Stock Units Shares Weighted-Average

1 unchanged sentence

Granted 171,820 1.82

( 20,000 ) 2.63

Forfeited ( 78,356 ) 2.13

Nonvested at March 31, 2025

Nonvested at June 30, 2025

184,356 $ 2.09

________________________

(1) The underlying common stock for these vested restricted stock units were not yet issued as of June 30, 2025;

in July 2025, the Company issued 20,000 shares of common stock for these vested restricted stock units.

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 six months ended March 31, 2025, the Company recognized share-based compensation expense related to restricted stock units of $ 60,000 and

$ 129,000 , respectively.

During the three and six months ended March 31, 2024, the Company recognized share-based compensation expense related to restricted stock units of $ 31,000 and $ 61,000 , respectively.

As of March 31, 2025, the total remaining unrecognized compensation cost related to nonvested restricted stock units was $ 301,000 , which is expected to be recognized over the weighted-average remaining requisite service period of 1.7 years.

During the three and nine months ended June 30, 2025, the Company recognized share-based compensation expense related to restricted stock units of $ 18,000 and $ 147,000 , respectively.

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.

As of June 30, 2025, the total remaining unrecognized compensation cost related to nonvested restricted stock units was $ 199,000 , which is expected to be recognized over the weighted-average remaining requisite service period of 1.6 years.

Limited-Duration Shareholder Rights Plan

17 unchanged sentences

In addition, Barnwell is required to maintain compliance with all current governmental controls and regulations in the ordinary course of business.

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

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, other than the shareholder contest actions discussed elsewhere in this filing.

INFORMATION RELATING TO THE CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Six months ended

Nine months ended

Supplemental disclosure of cash flow information:

Cash paid during the year for:

Income taxes $ 168,000 $ 71,000

Cash paid during the period for:

Income taxes, net of refunds

$ 148,000 $ 71,000

Supplemental disclosure of non-cash financing activities:

Prepaid insurance funded directly by short-term premium financing borrowing $ 168,000 $ —

Capital expenditure accruals related to oil and natural gas exploration and development decreased $ 2,259,000 and $ 569,000 during the six months ended March 31, 2025 and 2024, respectively.

Additionally, capital expenditure accruals related to oil and natural gas asset retirement obligations increased $ 149,000 and $ 179,000 during the six months ended March 31, 2025 and 2024, respectively.

Capital expenditure accruals related to oil and natural gas exploration and development decreased $ 2,187,000 and $ 628,000 during the nine months ended June 30, 2025 and 2024, respectively.

Additionally, capital expenditure accruals related to oil and natural gas asset retirement obligations increased $ 164,000 and $ 367,000 during the nine months ended June 30, 2025 and 2024, respectively.

RELATED PARTY TRANSACTIONS

3 unchanged sentences

Changes to the arrangement above, effective March 7, 2019, are discussed in Note 6.

No lots were sold during the six months ended March 31, 2025.

During the six months ended March 31, 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.

No lots were sold during the nine months ended June 30, 2025.

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.

Barnwell Pension Plan

During the three months ended June 30, 2025, the Pension Plan purchased 48,664 shares of Barnwell common stock which resulted in the Pension Plan owning more than 5 % of the Company's common shares outstanding as of June 30, 2025.

On July 3, 2025, the Barnwell Industries, Inc.

Employees’ Pension Plan Trust filed a Schedule 13D with the Securities and Exchange Commission, reporting beneficial ownership of 520,350 shares of Barnwell common stock representing more than 5 % of the Company’s common shares outstanding.

All the shares purchased by the Pension Plan were made on the open market through a brokerage account.

SUBSEQUENT EVENTS

Oil and Natural Gas Property Dispositions

On August 8, 2025, Barnwell entered into an agreement with an independent third party to sell all of its working interests in its U.S.

oil and natural gas assets for a sales price of $ 2,300,000 .

The sales price per the agreement was adjusted for customary purchase price adjustments to reflect the economic activity from the effective date of July 1, 2025 to the closing date August 8, 2025.

oil and natural gas assets were located in the states of Texas and Oklahoma and were owned by wholly-owned subsidiaries of Barnwell.

The Company accounts for its oil and natural gas properties under the full cost method, and thus the carrying value of its U.S.

oil and natural gas properties at June 30, 2025 was based on ceiling test parameters mandated by the U.S.

Securities and Exchange Commission including a discount rate of 10% and using the 12-month historical rolling average first-day-of-the-month prices, which results in a value that is not necessarily reflective of fair value.

The Company estimates it will incur a loss on sale of approximately $ 700,000 after related income taxes in the quarter ending September 30, 2025.

Barnwell will no longer own any oil and natural gas assets in the U.S.

as a result of this sale.

Promissory Note Amendment

In August 2025, the Promissory Note received as partial consideration for the sale of Water Resources (see Note 3) was amended to change the due date of the $ 150,000 installments due on August 15, 2025 and September 15, 2025 to the following schedule:

$ 100,000 on December 15, 2025;

$ 50,000 on February 15, 2026;

and $ 150,000 on March 15, 2026 and to increase the annual interest rate on the Promissory Note from zero to 12 % beginning August 15, 2025 and to 18 % beginning December 15, 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