[10-Q] Barnwell Industries, Inc. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Barnwell Industries (BRN) reported a continued operating loss driven by lower oil and natural gas revenues and increased corporate costs. For the three months ended June 30, 2025 the company recorded a net loss from continuing operations of $1.553 million and a basic loss per share of $0.15; for the nine months the loss from continuing operations was $4.691 million (basic loss per share $0.47).
Cash and cash equivalents of continuing operations declined to $1.154 million from $4.285 million at September 30, 2024, and total assets fell to $23.757 million. The company recorded non-cash ceiling test impairments of $200,000 for the quarter and $865,000 year-to-date. Management states there is substantial doubt about Barnwell鈥檚 ability to continue as a going concern for one year absent additional funding. Subsequent to period end Barnwell agreed to sell its U.S. oil and natural gas working interests for $2.3 million, estimating a loss on sale of approximately $700,000 in Q4. The company also completed the sale of its contract drilling subsidiary (Water Resources) in March 2025 for $1.05 million consideration (promissory note balance $450,000 at June 30, 2025) and recorded an estimated insurance recovery receivable of $348,000.
Barnwell Industries (BRN) ha registrato una perdita operativa continua, causata da ricavi pi霉 bassi da petrolio e gas naturale e da maggiori costi aziendali. Per i tre mesi terminati il 30 giugno 2025 la societ脿 ha riportato una perdita netta dalle operazioni in corso di $1.553 million e una perdita base per azione di $0.15; per i nove mesi la perdita dalle operazioni in corso 猫 stata di $4.691 million (perdita base per azione $0.47).
La liquidit脿 e le equivalenti liquide delle operazioni in corso sono diminuite a $1.154 million rispetto a $4.285 million al 30 settembre 2024, e il totale dell'attivo 猫 sceso a $23.757 million. La societ脿 ha registrato svalutazioni non monetarie dovute al ceiling test per $200,000 nel trimestre e per $865,000 da inizio anno. La direzione dichiara che esistono gravi dubbi sulla capacit脿 di Barnwell di proseguire l'attivit脿 per un anno senza finanziamenti aggiuntivi. Successivamente alla chiusura del periodo Barnwell ha concordato la vendita delle proprie partecipazioni operative statunitensi in petrolio e gas naturale per $2.3 million, stimando una perdita sulla vendita di circa $700,000 nel quarto trimestre. La societ脿 ha inoltre completato la vendita della sua controllata di perforazione a contratto (Water Resources) a marzo 2025 per un corrispettivo di $1.05 million (saldo della cambiale $450,000 al 30 giugno 2025) e ha rilevato un credito stimato per recupero assicurativo di $348,000.
Barnwell Industries (BRN) inform贸 una p茅rdida operativa continua, impulsada por menores ingresos por petr贸leo y gas natural y mayores costos corporativos. Para los tres meses terminados el 30 de junio de 2025 la compa帽铆a registr贸 una p茅rdida neta de las operaciones continuas de $1.553 million y una p茅rdida b谩sica por acci贸n de $0.15; en los nueve meses la p茅rdida de las operaciones continuas fue de $4.691 million (p茅rdida b谩sica por acci贸n $0.47).
El efectivo y equivalentes de efectivo de las operaciones continuas descendieron a $1.154 million desde $4.285 million al 30 de septiembre de 2024, y el total de activos cay贸 a $23.757 million. La compa帽铆a registr贸 deterioros no monetarios por el ceiling test por $200,000 en el trimestre y $865,000 en lo que va del a帽o. La direcci贸n declara que existen dudas sustanciales sobre la capacidad de Barnwell para continuar como empresa en marcha durante un a帽o sin financiamiento adicional. Posterior al cierre del per铆odo, Barnwell acord贸 vender sus participaciones operativas en petr贸leo y gas natural en EE. UU. por $2.3 million, estimando una p茅rdida en la venta de aproximadamente $700,000 en el cuarto trimestre. La compa帽铆a tambi茅n complet贸 la venta de su subsidiaria de perforaci贸n por contrato (Water Resources) en marzo de 2025 por un pago de $1.05 million (saldo de pagar茅 $450,000 al 30 de junio de 2025) y registr贸 un saldo a cobrar estimado por recuperaci贸n de seguro de $348,000.
Barnwell Industries (BRN)電� 鞙犼皜 氚� 觳滌棸臧�鞀� 靾橃澋 臧愳唽鞕� 氩曥澑 牍勳毄 歃濌皜搿� 鞚疙暣 歆�靻嶌爜鞚� 鞓侅梾靻愳嫟鞚� 氤搓碃頄堨姷雼堧嫟. 2025雲� 6鞗� 30鞚茧 雭濍倶電� 3臧滌洈 霃欖晥 須岇偓電� 瓿勳啀鞓侅梾靻愳嫟搿� $1.553 million鞚� 靾滌啇鞁り臣 欤茧嫻旮半掣靻愳嫟 $0.15毳� 旮半頄堨溂氅�, 9臧滌洈 雸勱硠搿滊姅 瓿勳啀鞓侅梾靻愳嫟鞚� $4.691 million (欤茧嫻旮半掣靻愳嫟 $0.47)鞓赌鞀惦媹雼�.
瓿勳啀鞓侅梾鞚� 順勱笀氚忢槃旮堨劚鞛愳偘鞚� 2024雲� 9鞗� 30鞚检潣 $4.285 million鞐愳劀 $1.154 million搿� 臧愳唽頄堦碃, 齑濎瀽靷办潃 $23.757 million搿� 欷勳棃鞀惦媹雼�. 須岇偓電� 攵勱赴 欷� 牍勴槃旮堨劚 ceiling test 靻愳儊觳橂Μ搿� $200,000鞚�, 鞐办 雸勱硠搿� $865,000鞚� 旮半頄堨姷雼堧嫟. 瓴届榿歆勳潃 於旉皜 鞛愱笀鞚� 鞐嗢潉 瓴届毎 Barnwell鞚� 頄ロ泟 1雲� 霃欖晥 瓿勳啀旮办梾鞙茧 臁挫啀頃� 靾� 鞛堨潉歆�鞐� 雽�頃� 欷戨寑頃� 鞚橂鞚� 鞛堧嫟瓿� 氚濏様鞀惦媹雼�. 旮瓣皠 膦呺 頉� Barnwell鞚� 氙戈淡 雮� 鞙犼皜 氚� 觳滌棸臧�鞀� 鞖挫榿歆�攵勳潉 $2.3 million鞐� 毵り皝頃橁赴搿� 頃╈潣頄堨溂氅�, 4攵勱赴鞐� 鞎� $700,000鞚� 毵り皝靻愳嫟鞚� 鞓堨儊頃橁碃 鞛堨姷雼堧嫟. 霕愴暅 須岇偓電� 2025雲� 3鞗旍棎 瓿勳暯 鞁滌稊 鞛愴殞靷�(Water Resources)毳� $1.05 million鞐� 毵り皝鞚� 鞕勲頄堨溂氅�(2025雲� 6鞗� 30鞚� 旮办 鞎届啀鞏挫潓 鞛旍暋 $450,000), 於旍爼 氤错棙須岇垬毂勱秾 $348,000鞚� 瓿勳儊頄堨姷雼堧嫟.
Barnwell Industries (BRN) a d茅clar茅 une perte d'exploitation persistante, due 脿 des revenus plus faibles li茅s au p茅trole et au gaz naturel et 脿 des co没ts corporatifs accrus. Pour les trois mois clos le 30 juin 2025, la soci茅t茅 a enregistr茅 une perte nette provenant des activit茅s poursuivies de $1.553 million et une perte de base par action de $0.15 ; pour les neuf mois, la perte provenant des activit茅s poursuivies s'茅l猫ve 脿 $4.691 million (perte de base par action $0.47).
La tr茅sorerie et 茅quivalents de tr茅sorerie des activit茅s poursuivies ont diminu茅 脿 $1.154 million contre $4.285 million au 30 septembre 2024, et le total des actifs est tomb茅 脿 $23.757 million. La soci茅t茅 a comptabilis茅 des d茅pr茅ciations non mon茅taires li茅es au 芦 ceiling test 禄 de $200,000 pour le trimestre et de $865,000 depuis le d茅but de l'exercice. La direction indique qu'il existe doutes substantiels quant 脿 la capacit茅 de Barnwell 脿 poursuivre son activit茅 pendant un an sans financements suppl茅mentaires. Apr猫s la cl么ture de la p茅riode, Barnwell a convenu de vendre ses participations op茅rationnelles p茅troli猫res et gazi猫res aux 脡tats-Unis pour $2.3 million, estimant une perte sur cession d'environ $700,000 au T4. La soci茅t茅 a 茅galement finalis茅 la vente de sa filiale de forage sous contrat (Water Resources) en mars 2025 pour une contrepartie de $1.05 million (solde de billet 脿 ordre $450,000 au 30 juin 2025) et a comptabilis茅 une cr茅ance estim茅e au titre d'un recouvrement d'assurance de $348,000.
Barnwell Industries (BRN) meldete einen anhaltenden operativen Verlust, bedingt durch geringere 脰l- und Erdgaserl枚se sowie gestiegene Firmenkosten. F眉r die drei Monate zum 30. Juni 2025 verzeichnete das Unternehmen einen Jahresfehlbetrag aus fortgef眉hrten Gesch盲ftsbereichen in H枚he von $1.553 million und einen ausgewiesenen Verlust je Aktie (basic) von $0.15; f眉r die neun Monate betrug der Verlust aus fortgef眉hrten Gesch盲ftsbereichen $4.691 million (basic Verlust je Aktie $0.47).
Die liquiden Mittel und Zahlungsmittel盲quivalente der fortgef眉hrten Gesch盲ftsbereiche fielen von $4.285 million zum 30. September 2024 auf $1.154 million, und die Gesamtaktiva sanken auf $23.757 million. Das Unternehmen verbuchte nicht zahlungswirksame Abschreibungen aus dem Ceiling-Test in H枚he von $200,000 im Quartal und $865,000 im Jahresverlauf. Das Management gibt an, dass erhebliche Zweifel an der F盲higkeit von Barnwell bestehen, ohne zus盲tzliche Finanzierung f眉r ein Jahr als Fortf眉hrungsunternehmen (going concern) zu bestehen. Nach Periodenschluss vereinbarte Barnwell den Verkauf seiner US-amerikanischen 脰l- und Erdgasbetriebsanteile f眉r $2.3 million und sch盲tzt einen Verkaufsverlust von rund $700,000 im 4. Quartal. Au脽erdem wurde der Verkauf der Bohrvertrags-Tochtergesellschaft (Water Resources) im M盲rz 2025 f眉r eine Gegenleistung von $1.05 million abgeschlossen (Schuldverschreibungsbestand $450,000 zum 30. Juni 2025) und eine gesch盲tzte versicherungsbedingte Forderung von $348,000 verbucht.
Positive
- Completed sale of contract drilling subsidiary (Water Resources) for an aggregate purchase price of $1,050,000, providing cash and a promissory note (balance $450,000 at June 30, 2025).
- Subsequent sale of U.S. oil and natural gas working interests for $2,300,000, which will provide near-term liquidity.
- Recorded an insurance recovery receivable of $348,000 related to directors and officers legal fees, recognized because recovery was deemed probable.
- Recognized a $538,000 gain on sale of a fully depreciated drilling rig in February 2025 (recorded in discontinued operations).
Negative
- Substantial doubt about going concern for one year from the filing date; management states additional financing sources are not yet secured.
- Cash declined from $4.285 million (Sep 30, 2024) to $1.154 million (Jun 30, 2025) for continuing operations.
- Large operating losses: net loss from continuing operations of $1.553 million for the quarter and $4.691 million for the nine months ended June 30, 2025.
- Material increase in G&A due to shareholder consent solicitation/proxy contest and related legal actions (year-to-date incremental costs disclosed).
- Impairments recorded (ceiling test) of $200,000 for the quarter and $865,000 year-to-date; company warns further impairments may be possible.
Insights
TL;DR: Operating losses, falling cash and going concern raise material financial risk; asset sales reduce near-term pressure but do not remove doubt.
Barnwell鈥檚 continuing operations show deteriorating operating cash flows with oil and natural gas revenues down quarter-over-quarter and a nine-month pre-tax loss driven by lower commodity revenues and higher G&A tied to proxy contest and legal costs. Cash fell to $1.154 million and total equity declined to $8.583 million. The company recorded ceiling-test impairments (YTD $865k) and warns that further impairments are possible. Management鈥檚 disclosure of substantial doubt is material; the subsequent sale of U.S. assets for $2.3 million will provide liquidity but is estimated to generate a post-tax loss of ~$700k. Absent secured financing or additional asset monetization, solvency and liquidity remain key investor risks.
TL;DR: Proxy contest costs and adoption of a limited-duration rights plan are material governance developments during a stressed liquidity period.
Barnwell incurred significant incremental G&A related to a shareholder consent solicitation, legal actions and a proxy contest, which materially increased expenses (year-to-date incremental fees and costs net of estimated insurance recoveries were disclosed). The Board adopted a limited-duration shareholder rights plan in January 2025, which may affect activist strategies and potential transactions through January 2026 unless extended. The Pension Plan鈥檚 open-market purchase of Barnwell shares resulting in >5% ownership may change voting dynamics. These governance events are material given the company鈥檚 disclosed going-concern uncertainty.
Barnwell Industries (BRN) ha registrato una perdita operativa continua, causata da ricavi pi霉 bassi da petrolio e gas naturale e da maggiori costi aziendali. Per i tre mesi terminati il 30 giugno 2025 la societ脿 ha riportato una perdita netta dalle operazioni in corso di $1.553 million e una perdita base per azione di $0.15; per i nove mesi la perdita dalle operazioni in corso 猫 stata di $4.691 million (perdita base per azione $0.47).
La liquidit脿 e le equivalenti liquide delle operazioni in corso sono diminuite a $1.154 million rispetto a $4.285 million al 30 settembre 2024, e il totale dell'attivo 猫 sceso a $23.757 million. La societ脿 ha registrato svalutazioni non monetarie dovute al ceiling test per $200,000 nel trimestre e per $865,000 da inizio anno. La direzione dichiara che esistono gravi dubbi sulla capacit脿 di Barnwell di proseguire l'attivit脿 per un anno senza finanziamenti aggiuntivi. Successivamente alla chiusura del periodo Barnwell ha concordato la vendita delle proprie partecipazioni operative statunitensi in petrolio e gas naturale per $2.3 million, stimando una perdita sulla vendita di circa $700,000 nel quarto trimestre. La societ脿 ha inoltre completato la vendita della sua controllata di perforazione a contratto (Water Resources) a marzo 2025 per un corrispettivo di $1.05 million (saldo della cambiale $450,000 al 30 giugno 2025) e ha rilevato un credito stimato per recupero assicurativo di $348,000.
Barnwell Industries (BRN) inform贸 una p茅rdida operativa continua, impulsada por menores ingresos por petr贸leo y gas natural y mayores costos corporativos. Para los tres meses terminados el 30 de junio de 2025 la compa帽铆a registr贸 una p茅rdida neta de las operaciones continuas de $1.553 million y una p茅rdida b谩sica por acci贸n de $0.15; en los nueve meses la p茅rdida de las operaciones continuas fue de $4.691 million (p茅rdida b谩sica por acci贸n $0.47).
El efectivo y equivalentes de efectivo de las operaciones continuas descendieron a $1.154 million desde $4.285 million al 30 de septiembre de 2024, y el total de activos cay贸 a $23.757 million. La compa帽铆a registr贸 deterioros no monetarios por el ceiling test por $200,000 en el trimestre y $865,000 en lo que va del a帽o. La direcci贸n declara que existen dudas sustanciales sobre la capacidad de Barnwell para continuar como empresa en marcha durante un a帽o sin financiamiento adicional. Posterior al cierre del per铆odo, Barnwell acord贸 vender sus participaciones operativas en petr贸leo y gas natural en EE. UU. por $2.3 million, estimando una p茅rdida en la venta de aproximadamente $700,000 en el cuarto trimestre. La compa帽铆a tambi茅n complet贸 la venta de su subsidiaria de perforaci贸n por contrato (Water Resources) en marzo de 2025 por un pago de $1.05 million (saldo de pagar茅 $450,000 al 30 de junio de 2025) y registr贸 un saldo a cobrar estimado por recuperaci贸n de seguro de $348,000.
Barnwell Industries (BRN)電� 鞙犼皜 氚� 觳滌棸臧�鞀� 靾橃澋 臧愳唽鞕� 氩曥澑 牍勳毄 歃濌皜搿� 鞚疙暣 歆�靻嶌爜鞚� 鞓侅梾靻愳嫟鞚� 氤搓碃頄堨姷雼堧嫟. 2025雲� 6鞗� 30鞚茧 雭濍倶電� 3臧滌洈 霃欖晥 須岇偓電� 瓿勳啀鞓侅梾靻愳嫟搿� $1.553 million鞚� 靾滌啇鞁り臣 欤茧嫻旮半掣靻愳嫟 $0.15毳� 旮半頄堨溂氅�, 9臧滌洈 雸勱硠搿滊姅 瓿勳啀鞓侅梾靻愳嫟鞚� $4.691 million (欤茧嫻旮半掣靻愳嫟 $0.47)鞓赌鞀惦媹雼�.
瓿勳啀鞓侅梾鞚� 順勱笀氚忢槃旮堨劚鞛愳偘鞚� 2024雲� 9鞗� 30鞚检潣 $4.285 million鞐愳劀 $1.154 million搿� 臧愳唽頄堦碃, 齑濎瀽靷办潃 $23.757 million搿� 欷勳棃鞀惦媹雼�. 須岇偓電� 攵勱赴 欷� 牍勴槃旮堨劚 ceiling test 靻愳儊觳橂Μ搿� $200,000鞚�, 鞐办 雸勱硠搿� $865,000鞚� 旮半頄堨姷雼堧嫟. 瓴届榿歆勳潃 於旉皜 鞛愱笀鞚� 鞐嗢潉 瓴届毎 Barnwell鞚� 頄ロ泟 1雲� 霃欖晥 瓿勳啀旮办梾鞙茧 臁挫啀頃� 靾� 鞛堨潉歆�鞐� 雽�頃� 欷戨寑頃� 鞚橂鞚� 鞛堧嫟瓿� 氚濏様鞀惦媹雼�. 旮瓣皠 膦呺 頉� Barnwell鞚� 氙戈淡 雮� 鞙犼皜 氚� 觳滌棸臧�鞀� 鞖挫榿歆�攵勳潉 $2.3 million鞐� 毵り皝頃橁赴搿� 頃╈潣頄堨溂氅�, 4攵勱赴鞐� 鞎� $700,000鞚� 毵り皝靻愳嫟鞚� 鞓堨儊頃橁碃 鞛堨姷雼堧嫟. 霕愴暅 須岇偓電� 2025雲� 3鞗旍棎 瓿勳暯 鞁滌稊 鞛愴殞靷�(Water Resources)毳� $1.05 million鞐� 毵り皝鞚� 鞕勲頄堨溂氅�(2025雲� 6鞗� 30鞚� 旮办 鞎届啀鞏挫潓 鞛旍暋 $450,000), 於旍爼 氤错棙須岇垬毂勱秾 $348,000鞚� 瓿勳儊頄堨姷雼堧嫟.
Barnwell Industries (BRN) a d茅clar茅 une perte d'exploitation persistante, due 脿 des revenus plus faibles li茅s au p茅trole et au gaz naturel et 脿 des co没ts corporatifs accrus. Pour les trois mois clos le 30 juin 2025, la soci茅t茅 a enregistr茅 une perte nette provenant des activit茅s poursuivies de $1.553 million et une perte de base par action de $0.15 ; pour les neuf mois, la perte provenant des activit茅s poursuivies s'茅l猫ve 脿 $4.691 million (perte de base par action $0.47).
La tr茅sorerie et 茅quivalents de tr茅sorerie des activit茅s poursuivies ont diminu茅 脿 $1.154 million contre $4.285 million au 30 septembre 2024, et le total des actifs est tomb茅 脿 $23.757 million. La soci茅t茅 a comptabilis茅 des d茅pr茅ciations non mon茅taires li茅es au 芦 ceiling test 禄 de $200,000 pour le trimestre et de $865,000 depuis le d茅but de l'exercice. La direction indique qu'il existe doutes substantiels quant 脿 la capacit茅 de Barnwell 脿 poursuivre son activit茅 pendant un an sans financements suppl茅mentaires. Apr猫s la cl么ture de la p茅riode, Barnwell a convenu de vendre ses participations op茅rationnelles p茅troli猫res et gazi猫res aux 脡tats-Unis pour $2.3 million, estimant une perte sur cession d'environ $700,000 au T4. La soci茅t茅 a 茅galement finalis茅 la vente de sa filiale de forage sous contrat (Water Resources) en mars 2025 pour une contrepartie de $1.05 million (solde de billet 脿 ordre $450,000 au 30 juin 2025) et a comptabilis茅 une cr茅ance estim茅e au titre d'un recouvrement d'assurance de $348,000.
Barnwell Industries (BRN) meldete einen anhaltenden operativen Verlust, bedingt durch geringere 脰l- und Erdgaserl枚se sowie gestiegene Firmenkosten. F眉r die drei Monate zum 30. Juni 2025 verzeichnete das Unternehmen einen Jahresfehlbetrag aus fortgef眉hrten Gesch盲ftsbereichen in H枚he von $1.553 million und einen ausgewiesenen Verlust je Aktie (basic) von $0.15; f眉r die neun Monate betrug der Verlust aus fortgef眉hrten Gesch盲ftsbereichen $4.691 million (basic Verlust je Aktie $0.47).
Die liquiden Mittel und Zahlungsmittel盲quivalente der fortgef眉hrten Gesch盲ftsbereiche fielen von $4.285 million zum 30. September 2024 auf $1.154 million, und die Gesamtaktiva sanken auf $23.757 million. Das Unternehmen verbuchte nicht zahlungswirksame Abschreibungen aus dem Ceiling-Test in H枚he von $200,000 im Quartal und $865,000 im Jahresverlauf. Das Management gibt an, dass erhebliche Zweifel an der F盲higkeit von Barnwell bestehen, ohne zus盲tzliche Finanzierung f眉r ein Jahr als Fortf眉hrungsunternehmen (going concern) zu bestehen. Nach Periodenschluss vereinbarte Barnwell den Verkauf seiner US-amerikanischen 脰l- und Erdgasbetriebsanteile f眉r $2.3 million und sch盲tzt einen Verkaufsverlust von rund $700,000 im 4. Quartal. Au脽erdem wurde der Verkauf der Bohrvertrags-Tochtergesellschaft (Water Resources) im M盲rz 2025 f眉r eine Gegenleistung von $1.05 million abgeschlossen (Schuldverschreibungsbestand $450,000 zum 30. Juni 2025) und eine gesch盲tzte versicherungsbedingte Forderung von $348,000 verbucht.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
For the quarterly period ended June 30, 2025
or
Commission File Number 1-5103
(Exact name of registrant as specified in its charter)
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||||||||||
| ☒ | Smaller reporting company | ||||||||||||||||
| Emerging growth company | |||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No
As of August 11, 2025 there were 10,073,534 shares of common stock, par value $0.50, outstanding.
BARNWELL INDUSTRIES, INC.
AND SUBSIDIARIES
INDEX
PART I. | FINANCIAL INFORMATION: | |||||||
Item 1. | Financial Statements (Unaudited) | |||||||
Condensed Consolidated Balance Sheets - June 30, 2025 and September 30, 2024 | 3 | |||||||
Condensed Consolidated Statements of Operations - three and nine months ended June 30, 2025 and 2024 | 4 | |||||||
Condensed Consolidated Statements of Comprehensive Loss - three and nine months ended June 30, 2025 and 2024 | 5 | |||||||
Condensed Consolidated Statements of Equity - three and nine months ended June 30, 2025 and 2024 | 6 | |||||||
Condensed Consolidated Statements of Cash Flows - nine months ended June 30, 2025 and 2024 | 8 | |||||||
Notes to Condensed Consolidated Financial Statements | 9 | |||||||
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 29 | ||||||
Item 4. | Controls and Procedures | 44 | ||||||
PART II. | OTHER INFORMATION: | |||||||
Item 1. | Legal Proceedings | 45 | ||||||
Item 1A. | Risk Factors | 45 | ||||||
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 47 | ||||||
Item 5. | Other Information | 47 | ||||||
Item 6. | Exhibits | 48 | ||||||
Signature | 49 | |||||||
Index to Exhibits | 50 | |||||||
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| June 30, 2025 | September 30, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts and other receivables, net of allowance for credit losses of: $ | |||||||||||
| Note receivable | |||||||||||
| Other current assets | |||||||||||
| Current assets of discontinued operations | |||||||||||
| Total current assets | |||||||||||
| Asset for retirement benefits | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other non-current assets | |||||||||||
| Property and equipment: | |||||||||||
| Proved oil and natural gas properties (full cost method) | |||||||||||
| Other property and equipment | |||||||||||
| Total property and equipment | |||||||||||
| Accumulated depletion, impairment, depreciation, and amortization | ( | ( | |||||||||
| Total property and equipment, net | |||||||||||
| Non-current assets of discontinued operations | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued capital expenditures | |||||||||||
| Accrued compensation | |||||||||||
| Accrued operating and other expenses | |||||||||||
| Current portion of asset retirement obligation | |||||||||||
| Other current liabilities | |||||||||||
| Current liabilities of discontinued operations | |||||||||||
| Total current liabilities | |||||||||||
| Operating lease liabilities | |||||||||||
| Liability for retirement benefits | |||||||||||
| Asset retirement obligation | |||||||||||
| Deferred income tax liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Equity: | |||||||||||
Common stock, par value $ | |||||||||||
| Additional paid-in capital | |||||||||||
| (Accumulated deficit) retained earnings | ( | ||||||||||
| Accumulated other comprehensive income, net | |||||||||||
Treasury stock, at cost: | ( | ( | |||||||||
Total stockholders’ equity | |||||||||||
| Non-controlling interests | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements
3
BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
| Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Oil and natural gas | $ | $ | $ | $ | |||||||||||||||||||
| Sale of interest in leasehold land | |||||||||||||||||||||||
| Gas processing and other | |||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Oil and natural gas operating | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Depletion, depreciation, and amortization | |||||||||||||||||||||||
| Impairment of assets | |||||||||||||||||||||||
| Foreign currency (gain) loss | ( | ||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Loss from continuing operations before equity in income of affiliates and income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Equity in income of affiliates | |||||||||||||||||||||||
| Loss from continuing operations before income taxes | ( | ( | ( | ( | |||||||||||||||||||
| Income tax (benefit) provision | ( | ||||||||||||||||||||||
| Net loss from continuing operations | ( | ( | ( | ( | |||||||||||||||||||
| Net (loss) earnings from discontinued operations | ( | ( | |||||||||||||||||||||
Net loss | ( | ( | ( | ( | |||||||||||||||||||
| Less: Net (loss) earnings attributable to non-controlling interests | ( | ( | |||||||||||||||||||||
| Net loss attributable to Barnwell Industries, Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Basic and diluted loss per common share attributable to Barnwell Industries, Inc. stockholders: | |||||||||||||||||||||||
Net loss from continuing operations attributable to Barnwell Industries, Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Net loss from discontinued operations | ( | ( | |||||||||||||||||||||
| Net loss attributable to Barnwell Industries, Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Weighted-average number of common shares outstanding: | |||||||||||||||||||||||
| Basic and diluted | |||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
4
BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
| Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive (loss) income: | |||||||||||||||||||||||
Foreign currency translation adjustments, net of taxes of $ | ( | ||||||||||||||||||||||
| Retirement plans: | |||||||||||||||||||||||
Amortization of accumulated other comprehensive gain into net periodic benefit cost, net of taxes of $ | ( | ( | |||||||||||||||||||||
| Total other comprehensive (loss) income | ( | ( | ( | ||||||||||||||||||||
| Total comprehensive loss | ( | ( | ( | ( | |||||||||||||||||||
| Less: Comprehensive loss (income) attributable to non-controlling interests | ( | ( | |||||||||||||||||||||
| Comprehensive loss attributable to Barnwell Industries, Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
See Notes to Condensed Consolidated Financial Statements
5
BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
Three months ended June 30, 2025 and 2024
(Unaudited)
| Shares Outstanding | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income | Treasury Stock | Non-controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net (loss) earnings | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments, net of taxes of $ | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interests | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Acquisition of non-controlling interest | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Retirement plans: | |||||||||||||||||||||||||||||||||||||||||||||||
Amortization of accumulated other comprehensive gain into net periodic benefit cost, net of taxes of $ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments, net of taxes of $ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
6
BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
Nine months ended June 30, 2025 and 2024
(Unaudited)
| Shares Outstanding | Common Stock | Additional Paid-In Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive Income | Treasury Stock | Non-controlling Interests | Total Equity | ||||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2023 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net (loss) earnings | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments, net of taxes of $ | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Distributions to non-controlling interests | — | — | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
| Acquisition of non-controlling interest | — | — | ( | — | — | — | ( | ||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for restricted stock units vested | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Retirement plans: | |||||||||||||||||||||||||||||||||||||||||||||||
Amortization of accumulated other comprehensive gain into net periodic benefit cost, net of taxes of $ | — | — | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Balance at September 30, 2024 | $ | $ | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | ( | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||
Foreign currency translation adjustments, net of taxes of $ | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Issuance of common stock for restricted stock units vested | ( | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Balance at June 30, 2025 | $ | $ | $ | ( | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||
See Notes to Condensed Consolidated Financial Statements
7
BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine months ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Cash flows from operating activities of continuing operations: | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Net earnings (loss) from discontinued operations | ( | ||||||||||
| Net loss from continuing operations | ( | ( | |||||||||
| Adjustments to reconcile net loss from continuing operations to net cash (used in) provided by operating activities: | |||||||||||
| Depletion, depreciation, and amortization | |||||||||||
| Impairment of assets | |||||||||||
| Sale of interest in leasehold land, net of fees paid | ( | ||||||||||
| Distributions of income from equity investees | |||||||||||
| Equity in income of affiliates | ( | ||||||||||
| Retirement benefits income | ( | ( | |||||||||
| Non-cash rent income | ( | ( | |||||||||
| Accretion of asset retirement obligation | |||||||||||
| Deferred income tax (benefit) expense | ( | ||||||||||
| Asset retirement obligation payments | ( | ( | |||||||||
| Share-based compensation expense | |||||||||||
| Retirement plan contributions and payments | ( | ( | |||||||||
| Credit loss (reversal) expense | ( | ||||||||||
| Foreign currency loss | |||||||||||
| (Decrease) increase from changes in current assets and liabilities | ( | ||||||||||
| Net cash (used in) provided by operating activities from continuing operations | ( | ||||||||||
| Cash flows from investing activities of continuing operations: | |||||||||||
| Acquisition of non-controlling interest | ( | ||||||||||
| Proceeds from sale of interest in leasehold land, net of fees paid | |||||||||||
| Proceeds from the sale of oil and natural gas assets | |||||||||||
| Capital expenditures - oil and natural gas | ( | ( | |||||||||
| Dividend received from discontinued operations | |||||||||||
| Cash divested from the sale of discontinued operations, net of proceeds | ( | ||||||||||
| Payments received on note receivable related to the sale of discontinued operations | |||||||||||
| Net cash used in investing activities from continuing operations | ( | ( | |||||||||
| Cash flows from financing activities of continuing operations: | |||||||||||
| Repayments for insurance premium financing | ( | ||||||||||
| Distributions to non-controlling interests | ( | ||||||||||
| Net cash used in financing activities from continuing operations | ( | ( | |||||||||
| Cash flows from discontinued operations: | |||||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
| Net cash used in financing activities | ( | ||||||||||
| Net cash provided by (used in) discontinued operations | ( | ||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ( | |||||||||
| Net (decrease) increase in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Less: Cash and cash equivalents of discontinued operations at end of period | ( | ||||||||||
| Cash and cash equivalents of continuing operations at end of period | $ | $ | |||||||||
See Notes to Condensed Consolidated Financial Statements
8
BARNWELL INDUSTRIES, INC.
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Barnwell Industries, Inc. and all majority-owned subsidiaries (collectively referred to herein as “Barnwell,” “we,” “our,” “us,” or the “Company”), including a 77.6 %-owned land investment general partnership (Kaupulehu Developments) and a 75 %-owned land investment partnership (KD Kona 2013 LLLP). All significant intercompany accounts and transactions have been eliminated.
Undivided interests in oil and natural gas exploration and production joint ventures are consolidated on a proportionate basis. Barnwell’s investments in both unconsolidated entities in which a significant, but less than controlling, interest is held and in variable interest entities in which the Company is not deemed to be the primary beneficiary are accounted for by the equity method.
Unless otherwise indicated, all references to “dollars” in this Form 10-Q are to U.S. dollars.
Unaudited Interim Financial Information
The accompanying unaudited condensed consolidated financial statements and notes have been prepared by Barnwell in accordance with the rules and regulations of the United States (“U.S.”) Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in the annual 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. These condensed consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and notes thereto included in Barnwell’s September 30, 2024 Annual Report on Form 10-K, as amended by our Form 10-K/A Amendment No. 1 (our “2024 Annual Report”). 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, 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
The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management of Barnwell to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Actual results could differ significantly from those estimates. Significant assumptions are required in the
9
valuation of deferred tax assets, asset retirement obligations, 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 2024 Annual Report.
Discontinued Operations
Insurance Recoveries
2. 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 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.
10
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, 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.
3. DISCONTINUED OPERATIONS
On March 14, 2025, the Company entered into a Stock Purchase Agreement with three unrelated individuals (collectively, the “Buyer”) whereby the Buyer acquired all of the shares of capital stock of Water Resources (the “Shares”) owned by the Company (the “Purchase Agreement”). The sale and purchase of the Shares closed (the “Closing”) simultaneously with the execution and delivery of the Purchase Agreement by each of the parties thereto on March 14, 2025. The aggregate purchase price for the Shares was $1,050,000 , which was paid at Closing by the Buyer as follows: 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 were to be paid in installments on the following schedule: $200,000 on May 15, 2025; and $150,000 450,000 .
In August 2025, the Promissory Note was amended to change the due date of the $150,000 100,000 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. As a result of the sale, the Company has classified the related assets and liabilities and the results of its contract drilling business as discontinued operations in the condensed consolidated financial statements for all periods presented. 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
11
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.
The following table presents the financial results from discontinued operations presented in the Condensed Consolidated Statements of Operations.
| Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Contract drilling | $ | $ | $ | $ | |||||||||||||||||||
| Other | |||||||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Contract drilling operating | |||||||||||||||||||||||
| General and administrative | |||||||||||||||||||||||
| Depreciation and amortization | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
Gain on sale of assets (1) | ( | ||||||||||||||||||||||
(Loss) earnings from discontinued operations before income taxes | ( | ( | |||||||||||||||||||||
| Loss on sale of discontinued operations | ( | ||||||||||||||||||||||
| Income tax provision | |||||||||||||||||||||||
Net (loss) earnings from discontinued operations | $ | $ | ( | $ | $ | ( | |||||||||||||||||
________________________
(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 nine months ended June 30, 2025 which was recorded in discontinued operations.
12
The following table presents the carrying amounts of the assets and liabilities of discontinued operations on the Condensed Consolidated Balance Sheets.
| June 30, 2025 | September 30, 2024 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts and other receivables, net of allowance for credit losses of: $ | |||||||||||
| Assets held for sale | |||||||||||
| Other current assets | |||||||||||
| Total current assets of discontinued operations | $ | $ | |||||||||
| Non-current assets: | |||||||||||
| Property and equipment: | |||||||||||
| Drilling rigs and other property and equipment | $ | $ | |||||||||
| Accumulated depreciation, impairment, and amortization | ( | ||||||||||
| Total non-current assets of discontinued operations | $ | $ | |||||||||
| LIABILITIES | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued compensation | |||||||||||
| Accrued operating and other expenses | |||||||||||
| Total current liabilities of discontinued operations | $ | $ | |||||||||
4. LOSS PER COMMON SHARE
Basic loss per share is computed using the weighted-average number of common shares outstanding for the period. Diluted loss per share is calculated using the treasury stock method to reflect the assumed issuance of common shares for all potentially dilutive securities, which consist of outstanding stock options and nonvested restricted stock units. 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 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.
13
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 June 30, | Nine months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net loss from continuing operations | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Less: Net (loss) earnings attributable to non-controlling interests of continuing operations | ( | ( | |||||||||||||||||||||
Net loss from continuing operations attributable to Barnwell Industries, Inc. | ( | ( | ( | ( | |||||||||||||||||||
| Net (loss) earnings from discontinued operations | ( | ( | |||||||||||||||||||||
Net loss attributable to Barnwell Industries, Inc. | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Basic weighted-average number of common shares outstanding | |||||||||||||||||||||||
| Effect of dilutive securities - common stock options and restricted stock units | |||||||||||||||||||||||
| Diluted weighted-average number of common shares outstanding | |||||||||||||||||||||||
Basic and diluted loss per common share: | |||||||||||||||||||||||
Net loss per common share from continuing operations attributable to Barnwell Industries, Inc. stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
Net loss per common share from discontinued operations | ( | ( | |||||||||||||||||||||
| Net loss per common share attributable to Barnwell Industries, Inc. stockholders | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
5. 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.
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Allowance for Credit Losses
The following table summarizes the activity in the balance of allowance for credit losses related to accounts and other receivables:
| Nine months ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
Allowance for credit losses at beginning of period | $ | $ | |||||||||
(Reversal of) provision for expected credit losses | ( | ||||||||||
| Write-offs charged against the allowance | ( | ( | |||||||||
| Recoveries of amounts previously written off | |||||||||||
| Foreign currency translation adjustment | ( | ( | |||||||||
Allowance for credit losses at end of period | $ | $ | |||||||||
6. INVESTMENTS
Investment in Kukio Resort Land Development Partnerships
On November 27, 2013, Barnwell, through a wholly-owned subsidiary, entered into two limited liability limited partnerships, KD Kona 2013 LLLP (“KD Kona”) and KKM Makai, LLLP (“KKM”), and indirectly acquired a 19.6 5,140,000 . These entities, collectively referred to hereinafter as the “Kukio Resort Land Development Partnerships,” own certain real estate and development rights interests in the Kukio, Maniniowali and Kaupulehu portions of Kukio Resort, a private residential community on the Kona coast of the island of Hawaii, as well as Kukio Resort’s real estate sales office operations. KDK holds interests in KD Acquisition, LLLP (“KD I”) and KD Acquisition II, LP, formerly KD Acquisition II, LLLP (“KD II”). KD I is the developer of Kaupulehu Lot 4A Increment I (“Increment I”), and KD II is the developer of Kaupulehu Lot 4A Increment II (“Increment II”). Barnwell’s ownership interests in the Kukio Resort Land Development Partnerships is accounted for using the equity method of accounting.
In March 2019, KD II admitted a new development partner, Replay Kaupulehu Development, LLC (“Replay”), a party unrelated to Barnwell, in an effort to move forward with development of the remainder of Increment II at Kaupulehu. KDK and Replay hold ownership interests of 55 % and 45 %, respectively, of KD II and Barnwell has a 10.8 % indirect non-controlling ownership interest in KD II through KDK, which is accounted for using the equity method of accounting. Barnwell continues to have an indirect 19.6 % non-controlling ownership interest in KD Kukio Resorts, LLLP, KD Maniniowali, LLLP, and KD I.
The 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.
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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 No 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 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 June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Revenue | $ | $ | |||||||||
Gross (loss) profit | $ | ( | $ | ||||||||
Net loss | $ | ( | $ | ( | |||||||
| Nine months ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Revenue | $ | $ | |||||||||
| Gross profit | $ | $ | |||||||||
| Net earnings | $ | $ | |||||||||
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, 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.
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Sale of Interest in Leasehold Land
Kaupulehu Developments holds rights to receive payments from KD I and KD II resulting from the sale of lots and/or residential units within Increment I, which is now fully sold, and within Increment II, which is not yet developed (see Note 18).
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. The last two single-family lots of the 80 lots developed within Increment I were sold in the quarter ended March 31, 2024.
| Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Sale of interest in leasehold land: | |||||||||||||||||||||||
| Revenues - sale of interest in leasehold land | $ | $ | $ | $ | |||||||||||||||||||
| Fees - included in general and administrative expenses | ( | ||||||||||||||||||||||
| Sale of interest in leasehold land, net of fees paid | $ | $ | $ | $ | |||||||||||||||||||
There is no assurance with regards to any payments in the future from Increment II to be received or that the remaining acreage within Increment II will be developed. No definitive development plans have been made by KD II, the developer of Increment II, as of the date of this report.
Investment in Leasehold Land Interest - Lot 4C
7. OIL AND NATURAL GAS PROPERTIES AND ASSET RETIREMENT OBLIGATIONS
Oil and Natural Gas Property Dispositions
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
17
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
Under the full cost method of accounting, the Company performs quarterly oil and natural gas ceiling test calculations. 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 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 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 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. 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 September 2025.
Asset Retirement Obligations
In 2021 the Company entered into an agreement with Canada’s Orphan Well Association (“OWA”), where the Company was required to pay abandonment and reclamation costs for certain properties in advance through two cash deposits, one for abandonment and one for reclamation. Barnwell has provided $975,000 in cumulative cash deposits to the OWA since the program began in the fall of 2021, and any amount remaining after completion of the abandonments was to be refunded to the Company, and then upon commencement of the reclamation program a new deposit was to be made for those estimated costs. 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 $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.
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8. RETIREMENT PLANS
Barnwell sponsors a noncontributory defined benefit pension plan (“Pension Plan”) covering substantially all of its U.S. employees and a noncontributory Supplemental Executive Retirement Plan (“SERP”), which covers certain current and former employees of Barnwell for amounts exceeding the limits allowed under the Pension Plan. 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, | |||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Interest cost | $ | $ | $ | $ | |||||||||||||||||||
| Expected return on plan assets | ( | ( | |||||||||||||||||||||
| Amortization of net actuarial gain | ( | ||||||||||||||||||||||
| Net periodic benefit (income) cost | $ | ( | $ | ( | $ | $ | |||||||||||||||||
| Pension Plan | SERP | ||||||||||||||||||||||
| Nine months ended June 30, | |||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Interest cost | $ | $ | $ | $ | |||||||||||||||||||
| Expected return on plan assets | ( | ( | |||||||||||||||||||||
| Amortization of net actuarial gain | ( | ||||||||||||||||||||||
| Net periodic benefit (income) cost | $ | ( | $ | ( | $ | $ | |||||||||||||||||
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 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 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.
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).
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9. INCOME TAXES
The components of loss from continuing operations before income taxes, after adjusting the loss for non-controlling interests, are as follows:
| Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| United States | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Canada | ( | ( | ( | ( | |||||||||||||||||||
| $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||
The components of the income tax (benefit) provision from continuing operations are as follows:
| Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Current | $ | ( | $ | $ | $ | ||||||||||||||||||
| Deferred | ( | ( | ( | ||||||||||||||||||||
| $ | ( | $ | $ | $ | |||||||||||||||||||
Consolidated taxes do not bear a customary relationship to pretax results due primarily to the fact that the Company is taxed separately in Canada based on Canadian source operations and in the U.S. based on consolidated operations, and essentially all deferred tax assets, net of relevant offsetting deferred tax liabilities, are not estimated to have a future benefit as tax credits or deductions. The Company operates two subsidiaries in Canada, one of which is a U.S. corporation operating as a branch in Canada that is treated as a non-resident for Canadian tax purposes and thus has operating results that cannot be offset against or combined with the other Canadian subsidiary that files as a resident for Canadian tax purposes. Income from our non-controlling interest in the Kukio Resort Land Development Partnerships is treated as non-unitary for state of Hawaii unitary filing purposes, thus unitary Hawaii losses provide limited sheltering of such non-unitary income. Income from our investment in the Oklahoma oil venture is 100% allocable to Oklahoma. As such, Barnwell receives no benefit from consolidated or unitary losses and, therefore, is subject to Oklahoma state taxes. 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.
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10. SEGMENT INFORMATION
As disclosed in Note 3 “Discontinued Operations,” on March 14, 2025, the Company completed the sale of Water Resources, which represented the Company’s contract drilling segment. The financial results of the Company’s contract drilling business has been presented as discontinued operations and therefore is excluded from segment reporting. Accordingly, Barnwell’s continuing operations include the following two
Oil and Natural Gas Segment - Barnwell engages in oil and natural gas development, production, acquisitions and sales in Canada and in the U.S. states of Oklahoma and Texas.
Land Investment Segment - Barnwell owns leasehold land interests in Hawaii.
The following table presents certain financial information related to Barnwell’s reporting segments. All revenues reported are from external customers with no intersegment sales or transfers.
| Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Oil and natural gas | $ | $ | $ | $ | |||||||||||||||||||
| Land investment | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total before interest income | |||||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Depletion, depreciation, and amortization: | |||||||||||||||||||||||
| Oil and natural gas | $ | $ | $ | $ | |||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total depletion, depreciation, and amortization | $ | $ | $ | $ | |||||||||||||||||||
| Impairment: | |||||||||||||||||||||||
| Oil and natural gas | $ | $ | $ | $ | |||||||||||||||||||
| Total impairment | $ | $ | $ | $ | |||||||||||||||||||
| Operating profit (before general and administrative expenses): | |||||||||||||||||||||||
| Oil and natural gas | $ | $ | $ | $ | |||||||||||||||||||
| Land investment | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total operating profit | |||||||||||||||||||||||
| Equity in income of affiliates: | |||||||||||||||||||||||
| Land investment | |||||||||||||||||||||||
| General and administrative expenses | ( | ( | ( | ( | |||||||||||||||||||
| Foreign currency gain (loss) | ( | ( | ( | ||||||||||||||||||||
| Interest expense | ( | ( | |||||||||||||||||||||
| Interest income | |||||||||||||||||||||||
| Loss from continuing operations before income taxes | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
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11. REVENUE FROM CONTRACTS WITH CUSTOMERS
Disaggregation of Revenue
| Three months ended June 30, 2025 | ||||||||||||||||||||||||||||||||
| Oil and natural gas | Land investment | Other | Total | |||||||||||||||||||||||||||||
| Revenue streams: | ||||||||||||||||||||||||||||||||
| Oil | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Natural gas | ||||||||||||||||||||||||||||||||
| Natural gas liquids | ||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||
| Total revenues before interest income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Geographical regions: | ||||||||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Canada | ||||||||||||||||||||||||||||||||
| Total revenues before interest income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Timing of revenue recognition: | ||||||||||||||||||||||||||||||||
| Goods transferred at a point in time | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Three months ended June 30, 2024 | ||||||||||||||||||||||||||||||||
| Oil and natural gas | Land investment | Other | Total | |||||||||||||||||||||||||||||
| Revenue streams: | ||||||||||||||||||||||||||||||||
| Oil | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Natural gas | ||||||||||||||||||||||||||||||||
| Natural gas liquids | ||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||
| Total revenues before interest income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Geographical regions: | ||||||||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Canada | ||||||||||||||||||||||||||||||||
| Total revenues before interest income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Timing of revenue recognition: | ||||||||||||||||||||||||||||||||
| Goods transferred at a point in time | $ | $ | $ | $ | ||||||||||||||||||||||||||||
22
| Nine months ended June 30, 2025 | ||||||||||||||||||||||||||||||||
| Oil and natural gas | Land investment | Other | Total | |||||||||||||||||||||||||||||
| Revenue streams: | ||||||||||||||||||||||||||||||||
| Oil | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Natural gas | ||||||||||||||||||||||||||||||||
| Natural gas liquids | ||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||
| Total revenues before interest income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Geographical regions: | ||||||||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Canada | ||||||||||||||||||||||||||||||||
| Total revenues before interest income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Timing of revenue recognition: | ||||||||||||||||||||||||||||||||
| Goods transferred at a point in time | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Nine months ended June 30, 2024 | ||||||||||||||||||||||||||||||||
| Oil and natural gas | Land investment | Other | Total | |||||||||||||||||||||||||||||
| Revenue streams: | ||||||||||||||||||||||||||||||||
| Oil | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Natural gas | ||||||||||||||||||||||||||||||||
| Natural gas liquids | ||||||||||||||||||||||||||||||||
| Contingent residual payments | ||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||
| Total revenues before interest income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Geographical regions: | ||||||||||||||||||||||||||||||||
| United States | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Canada | ||||||||||||||||||||||||||||||||
| Total revenues before interest income | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Timing of revenue recognition: | ||||||||||||||||||||||||||||||||
| Goods transferred at a point in time | $ | $ | $ | $ | ||||||||||||||||||||||||||||
Contract Balances
| June 30, 2025 | September 30, 2024 | September 30, 2023 | |||||||||||||||
| Accounts receivables from contracts with customers | $ | $ | $ | ||||||||||||||
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12. ACCUMULATED OTHER COMPREHENSIVE INCOME
The changes in each component of accumulated other comprehensive income were as follows:
| Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Foreign currency translation: | |||||||||||||||||||||||
| Beginning accumulated foreign currency translation | $ | $ | $ | $ | |||||||||||||||||||
| Change in cumulative translation adjustment before reclassifications | ( | ||||||||||||||||||||||
| Income taxes | |||||||||||||||||||||||
| Net current period other comprehensive (loss) income | ( | ||||||||||||||||||||||
| Ending accumulated foreign currency translation | |||||||||||||||||||||||
| Retirement plans: | |||||||||||||||||||||||
| Beginning accumulated retirement plans benefit income | |||||||||||||||||||||||
| Amortization of net actuarial gain | ( | ( | |||||||||||||||||||||
| Income taxes | |||||||||||||||||||||||
| Net current period other comprehensive loss | ( | ( | |||||||||||||||||||||
| Ending accumulated retirement plans benefit income | |||||||||||||||||||||||
| Accumulated other comprehensive income, net of taxes | $ | $ | $ | $ | |||||||||||||||||||
The amortization of net actuarial gain for the retirement plans are included in the computation of net periodic benefit (income) cost which is a component of “General and administrative” expenses on the accompanying Condensed Consolidated Statements of Operations (see Note 8 for additional details).
13. FAIR VALUE MEASUREMENTS
The carrying values of cash and cash equivalents, accounts and other receivables, note receivable, accounts payable and accrued current liabilities approximate their fair values due to the short-term nature of the instruments.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
The estimated fair values of oil and natural gas properties and the asset retirement obligation incurred in the drilling of oil and natural gas wells or assumed in the acquisitions of additional oil and natural gas working interests are based on an estimated discounted cash flow model and market assumptions. The assumptions used in the calculation of estimated discounted cash flows were primarily Level 3 assumptions; assumptions included future commodity prices, projections of estimated quantities of oil and natural gas reserves, expectations for timing and amount of future development, operating and asset retirement costs, projections of future rates of production, expected recovery rates and risk adjusted discount rates.
Barnwell estimates the fair value of asset retirement obligations based on the projected discounted future cash outflows required to settle abandonment and restoration liabilities. Such an estimate requires
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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.
14. DEBT
Insurance Premium Financing
In March 2025, the Company entered into a short-term financing agreement with a third-party to finance the Company’s directors and officers insurance premium in the amount of $183,000 , with a term of 11 months and an annual interest rate of 9.4 %. 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 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.
15. STOCKHOLDERS' EQUITY
Restricted Stock Units
On October 24, 2024, the Company’s Board of Directors (the “Board”) 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 dates.
On January 19, 2025, 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.
The following table summarizes Barnwell’s restricted stock unit activity from October 1, 2024 through June 30, 2025:
| Restricted Stock Units | Shares | Weighted-Average Grant Date Fair Value | ||||||||||||
| Nonvested at October 1, 2024 | $ | |||||||||||||
| Granted | ||||||||||||||
Vested (1) | ( | |||||||||||||
| Forfeited | ( | |||||||||||||
Nonvested at June 30, 2025 | $ | |||||||||||||
________________________
(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.
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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, 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
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 was payable to the shareholders of record at the close of business on February 7, 2025. Each Right initially entitled 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.
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16. CONTINGENCIES
Legal and Regulatory Matters
Barnwell is routinely involved in disputes with third parties that occasionally require litigation. In addition, Barnwell is required to maintain compliance with all current governmental controls and regulations in the ordinary course of business. Barnwell’s management is not aware of any claims or litigation involving Barnwell that are likely to have a material adverse effect on its results of operations, financial position or liquidity, other than the shareholder contest actions discussed elsewhere in this filing.
17. INFORMATION RELATING TO THE CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| Nine months ended June 30, | |||||||||||
| 2025 | 2024 | ||||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
Cash paid during the period for: | |||||||||||
Income taxes, net of refunds | $ | $ | |||||||||
| Supplemental disclosure of non-cash financing activities: | |||||||||||
| Prepaid insurance funded directly by short-term premium financing borrowing | $ | $ | |||||||||
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.
18. RELATED PARTY TRANSACTIONS
Kaupulehu Developments is entitled to receive payments from the sales of lots and/or residential units by KD I and KD II. KD I and KD II are part of the Kukio Resort Land Development Partnerships in which Barnwell holds indirect 19.6 % and 10.8 % non-controlling ownership interests, respectively, accounted for under the equity method of investment. The percentage of sales payments are part of transactions which took place in 2004 and 2006 where Kaupulehu Developments sold its leasehold interests in Increment I and Increment II to KD I's and KD II's predecessors in interest, respectively, which was prior to Barnwell’s affiliation with KD I and KD II which commenced on November 27, 2013, the acquisition date of our ownership interest in the Kukio Resort Land Development Partnerships. Changes to the arrangement above, effective March 7, 2019, are discussed in Note 6.
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Barnwell Pension Plan
19. 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. The U.S. 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 $150,000 100,000 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.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement Relevant to Forward-Looking Information
For the Purpose Of “Safe Harbor” Provisions Of The
Private Securities Litigation Reform Act of 1995
This Form 10-Q, and the documents incorporated herein by reference, contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 ("PSLRA"). A forward-looking statement is one which is based on current expectations of future events or conditions and does not relate to historical or current facts. These statements include various estimates, forecasts, projections of Barnwell’s future performance, statements of Barnwell’s plans and objectives, and other similar statements. All such statements we make are forward-looking statements made under the safe harbor of the PSLRA, except to the extent such statements relate to the operations of a partnership or limited liability company. Forward-looking statements include phrases such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “predicts,” “estimates,” “assumes,” “projects,” “may,” “will,” “will be,” “should,” or similar expressions. Although Barnwell believes that its current expectations are based on reasonable assumptions, it cannot assure that the expectations contained in such forward-looking statements will be achieved. Forward-looking statements involve risks, uncertainties and assumptions which could cause actual results to differ materially from those contained in such statements. The risks, uncertainties and other factors that might cause actual results to differ materially from Barnwell’s expectations are set forth in the “Forward-Looking Statements” and “Risk Factors” sections of Barnwell’s 2024 Annual Report and Barnwell’s Quarterly Reports on Form 10-Q for the quarters ending March 31, 2025, and December 31, 2024. Investors should not place undue reliance on these forward-looking statements, as they speak only as of the date of filing of this Form 10-Q, and Barnwell expressly disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements contained herein.
Critical Accounting Policies and Estimates
Management has determined that our most critical accounting policies and estimates are those related to the full-cost ceiling calculation and depletion of our oil and natural gas properties and the calculation of our income taxes, all of which are discussed in our 2024 Annual Report. There have been no significant changes to these critical accounting policies and estimates during the three and nine months ended June 30, 2025. We continue to monitor our accounting policies to ensure proper application of current rules and regulations.
Current Outlook
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 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.
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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, 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.
Impact of Recently Issued Accounting Standards on Future Filings
In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which expands reportable segment disclosure requirements on an annual and interim basis, primarily through enhanced disclosures about significant segment expenses. This ASU is effective for annual reporting periods beginning after December 15, 2023 (our fiscal 2025) and interim periods within fiscal years beginning after December 15, 2024 (our fiscal 2026), with early adoption permitted. The Company is currently evaluating the impact of this standard on Barnwell’s consolidated financial statements but does not expect that the adoption of this update will have a material impact on Barnwell's consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disclosure of incremental income tax information within the tax rate reconciliation and expanded disclosures of income taxes paid both in the U.S. and foreign jurisdiction, among other disclosure requirements. This ASU is effective for annual
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reporting periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this standard on Barnwell’s consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03 “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which requires public companies to disclose specified information about certain costs and expenses in the notes to the financial statements at interim and annual reporting periods. This ASU is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this standard on Barnwell’s consolidated financial statements.
Overview
As disclosed in Note 3 “Discontinued Operations” to the Condensed Consolidated Financial Statements (unaudited) included in this report, on March 14, 2025, the Company entered into and completed the sale of its wholly-owned subsidiary, Water Resources. Water Resources drilled water wells and installed and repaired water pumping systems in Hawaii and represented our contract drilling segment. As a result of the sale, the Company has classified the related assets and liabilities and the results of its contract drilling business as discontinued operations in the condensed consolidated financial statements for all periods presented.
Accordingly, Barnwell’s continuing operations is engaged in the following lines of business: 1) acquiring, developing, producing and selling oil and natural gas in Canada and the U.S. (oil and natural gas segment) and 2) leasehold land interests in Hawaii (land investment segment).
Oil and Natural Gas Segment
Barnwell is involved in the acquisition and development of oil and natural gas properties in Canada where we initiate and participate in acquisition and developmental operations for oil and natural gas on properties in which we have an interest, and evaluate proposals by third parties with regard to participation in exploratory and developmental operations elsewhere. Additionally, through its wholly-owned subsidiaries, Barnwell was, until August 8, 2025, involved in several non-operated oil and natural gas investments in Oklahoma and Texas.
Land Investment Segment
Through Barnwell’s 77.6% interest in Kaupulehu Developments, 75% interest in KD Kona, and 34.45% non-controlling interest in KKM Makai, the Company’s land investment interests include the following:
•The right to receive percentage of sales payments from KD I resulting from the sale of single-family residential lots by KD I, within Increment I of the Kaupulehu Lot 4A area located in the North Kona District of the island of Hawaii. However, in the quarter ended March 31, 2024, the last two remaining single-family lots of the 80 lots developed within Increment I were sold and there are no more lots available for sale in Increment I. Kaupulehu Developments was entitled to receive payments from KD I based on 10% of the gross receipts from KD I’s sales at Increment I.
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•The right to receive 15% of the distributions of KD II, the cost of which is to be solely borne by KDK out of its 55% ownership interest in KD II, plus a priority payout of 10% of KDK's cumulative net profits derived from Increment II sales subsequent to Phase 2A, up to a maximum of $3,000,000. Such interests are limited to distributions or net profits interests and Barnwell does not have any partnership interest in KD II or KDK through its interest in Kaupulehu Developments. Barnwell also has rights to three single-family residential lots in Phase 2A of Increment II, and four single-family residential lots in phases subsequent to Phase 2A when such lots are developed by KD II, all at no cost to Barnwell. Barnwell is committed to commence construction of improvements within 90 days of the transfer of the four lots in the phases subsequent to Phase 2A as a condition of the transfer of such lots. Also, in addition to Barnwell's existing obligations to pay professional fees to certain parties based on percentages of its gross receipts, Kaupulehu Developments is also obligated to pay an amount equal to 0.72% and 0.20% of the cumulative net profits of KD II to KD Development, LLC and a pool of various individuals, respectively, all of whom are partners of KKM and are unrelated to Barnwell. The remaining acreage within Increment II is not yet under development, and there is no assurance that development of such acreage will 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.
•An indirect 19.6% non-controlling ownership interest in KD Kukio Resorts, LLLP, KD Maniniowali, LLLP and KD I and an indirect 10.8% non-controlling ownership interest in KD II through KDK. These entities, collectively referred to hereinafter as the “Kukio Resort Land Development Partnerships,” own certain real estate and development rights interests in the Kukio, Maniniowali and Kaupulehu portions of Kukio Resort, a private residential community on the Kona coast of the island of Hawaii, as well as Kukio Resort’s real estate sales office operations. KDK was the developer of Kaupulehu Lot 4A Increments I and II. 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 private club memberships, a few of which remain available for sale.
The Kukio Resort Land Development Partnerships have remaining Increment I obligations to complete project amenities, infrastructure, beautification, and restoration of certain areas and therefore has yet to fully recognize its deferred profit on the Increment I project as a whole. The Increment I deferred profit at June 30, 2025 for the Kukio Resort Land Development Partnerships as a whole was approximately $4,000,000; the recognition of which is dependent upon the completion of the Increment I obligations. The Kukio Resort Land Development Partnerships have accrued estimated costs of these obligations of approximately $2,600,000. The Kukio Resort Land Development Partnerships currently appears to have the ability to fund those obligations but there are no assurances that it can ultimately do so in the future if unforeseen events occur. The Kukio Resort Land Development Partnerships will recognize the Increment I deferred revenue and costs of sales on a percentage completion basis as the cash outlays to complete the remaining project obligations are made. The Kukio Resort Land Development Partnerships’ deferred profit and accrued costs to complete are not reflected in Barnwell’s Condensed Consolidated Balance Sheets as we account for our investment in the Kukio Resort Land Development Partnerships under the equity method of accounting. No percentage of sales payments will be earned by Barnwell on any future recognition of Increment I deferred profit as such payments were already fully earned and received based on cash received by the Kukio Resort Land Development Partnerships as the Increment I lots were sold.
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•Approximately 1,000 acres of vacant leasehold land zoned conservation in the Kaupulehu Lot 4C area, which currently has no development potential without both a development agreement with the lessor and zoning reclassification. The lease terminates in December 2025.
Results of Operations
Summary of Results From Continuing Operations
The net loss from continuing operations attributable to Barnwell for the three months ended June 30, 2025 totaled $1,550,000, a $532,000 increase from a net loss from continuing operations attributable to Barnwell of $1,018,000 for the three months ended June 30, 2024. The following factors affected the results of operations for the three months ended June 30, 2025 as compared to the prior year period:
•General and administrative expenses increased $565,000 due to $657,000 in new fees and costs incurred, net of $348,000 of estimated accrued insurance recoveries receivable, related to a shareholder consent solicitation, various legal actions between Ned L. Sherwood (“Sherwood”) and certain of his affiliates (collectively, the “Sherwood Group”) and the Company and certain of its directors, and a proxy contest in the current year period as compared to the same period in the prior year;
•A $299,000 decrease in oil and natural gas segment operating results, before income taxes, primarily attributable to a $1,299,000 decrease in oil and natural gas revenues in the current year period as compared to the same period in the prior year, partially offset by a $399,000 decrease in the ceiling test impairment which was $599,000 in the prior year period compared to a ceiling test impairment of $200,000 in the current year period, and a $449,000 decrease in oil and natural gas depletion in the current year period as compared to the same period in the prior year. The decrease in depletion was due to a decrease in the depletion rate largely due to ceiling test impairments incurred in the prior year period; and
•A $280,000 increase in positive impacts due to a $219,000 foreign currency gain recorded in the current period as compared to a $61,000 loss recorded in the prior year period due to the effects of foreign currency exchange rate changes on intercompany loans and advances as a result of changes in the U.S. dollar against the Canadian dollar.
The net loss from continuing operations attributable to Barnwell for the nine months ended June 30, 2025 totaled $4,686,000, a $2,012,000 increase from a net loss from continuing operations attributable to Barnwell of $2,674,000 for the nine months ended June 30, 2024. The following factors affected the results of operations for the nine months ended June 30, 2025 as compared to the prior year period:
•General and administrative expenses increased $1,314,000 due to $1,599,000 in new fees and costs incurred, net of $348,000 of estimated accrued insurance recoveries, related to a shareholder consent solicitation, various legal actions between the Sherwood Group and the Company and certain of its directors, and a proxy contest in the current year period as compared to the same period in the prior year;
•Equity in income from affiliates decreased $1,071,000 and land investment segment operating results, before non-controlling interests’ share of such profits, decreased $500,000 due to the
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Kukio Resort Land Development Partnerships' sale of two lots in the prior year period, whereas there was no lots sold in the current year period; and
•A $1,411,000 decrease in the ceiling test impairment which was $2,276,000 in the prior year period compared to a ceiling test impairment of $865,000 in the current year period, and a $1,592,000 decrease in oil and natural gas depletion in the current year period as compared to the same period in the prior year partially offset by a decrease in oil and natural gas segment revenues due primarily to decreases in oil and natural gas prices and production.
General
Barnwell conducts operations in the U.S. and Canada. Consequently, Barnwell is subject to foreign currency translation and transaction gains and losses due to fluctuations of the exchange rates between the Canadian dollar and the U.S. dollar. Barnwell cannot accurately predict future fluctuations of the exchange rates and the impact of such fluctuations may be material from period to period. To date, we have not entered into foreign currency hedging transactions. Foreign currency gains or losses on intercompany loans and advances that are not considered long-term investments in nature because management intends to settle these intercompany balances in the future are included in our statements of operations.
The average exchange rate of the Canadian dollar to the U.S. dollar decreased 1% and 3% in the three and nine months ended June 30, 2025, respectively, as compared to the same periods in the prior year. The exchange rate of the Canadian dollar to the U.S. dollar decreased 1% at June 30, 2025, as compared to September 30, 2024. Accordingly, the assets, liabilities, stockholders’ equity and revenues and expenses of Barnwell’s subsidiaries operating in Canada have been adjusted to reflect the change in the exchange rates. Other comprehensive income and losses are not included in net earnings and net loss. Other comprehensive loss due to foreign currency translation adjustments, net of taxes, for the three months ended June 30, 2025 was $37,000, a $49,000 change from other comprehensive income due to foreign currency translation adjustments, net of taxes, of $12,000 for the same period in the prior year. Other comprehensive income due to foreign currency translation adjustments, net of taxes, for the nine months ended June 30, 2025 was $53,000, a $33,000 change from other comprehensive income due to foreign currency translation adjustments, net of taxes, of $20,000 for the same period in the prior year. There were no taxes on other comprehensive income (loss) due to foreign currency translation adjustments in the three and nine months ended June 30, 2025 and 2024 due to a full valuation allowance on the related deferred tax asset.
Oil and Natural Gas
The following tables set forth Barnwell’s average prices per unit of production and net production volumes. Production amounts reported are net of royalties.
| Average Price Per Unit | |||||||||||||||||||||||
| Three months ended | Increase | ||||||||||||||||||||||
| June 30, | (Decrease) | ||||||||||||||||||||||
| 2025 | 2024 | $ | % | ||||||||||||||||||||
| Natural Gas (Mcf)* | $ | 1.39 | $ | 1.00 | $ | 0.39 | 39 | % | |||||||||||||||
| Oil (Bbls)** | $ | 55.78 | $ | 70.64 | $ | (14.86) | (21 | %) | |||||||||||||||
| Natural gas liquids (Bbls)** | $ | 25.93 | $ | 29.81 | $ | (3.88) | (13 | %) | |||||||||||||||
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| Average Price Per Unit | |||||||||||||||||||||||
| Nine months ended | Increase | ||||||||||||||||||||||
| June 30, | (Decrease) | ||||||||||||||||||||||
| 2025 | 2024 | $ | % | ||||||||||||||||||||
| Natural Gas (Mcf)* | $ | 1.42 | $ | 1.58 | $ | (0.16) | (10 | %) | |||||||||||||||
| Oil (Bbls)** | $ | 60.99 | $ | 66.16 | $ | (5.17) | (8 | %) | |||||||||||||||
| Natural gas liquids (Bbls)** | $ | 28.44 | $ | 29.67 | $ | (1.23) | (4 | %) | |||||||||||||||
| Net Production | |||||||||||||||||||||||
| Three months ended | Increase | ||||||||||||||||||||||
| June 30, | (Decrease) | ||||||||||||||||||||||
| 2025 | 2024 | Units | % | ||||||||||||||||||||
| Natural Gas (Mcf)* | 290,000 | 348,000 | (58,000) | (17 | %) | ||||||||||||||||||
| Oil (Bbls)** | 42,000 | 50,000 | (8,000) | (16 | %) | ||||||||||||||||||
| Natural gas liquids (Bbls)** | 14,000 | 16,000 | (2,000) | (13 | %) | ||||||||||||||||||
| Net Production | |||||||||||||||||||||||
| Nine months ended | Increase | ||||||||||||||||||||||
| June 30, | (Decrease) | ||||||||||||||||||||||
| 2025 | 2024 | Units | % | ||||||||||||||||||||
| Natural Gas (Mcf)* | 841,000 | 1,061,000 | (220,000) | (21 | %) | ||||||||||||||||||
| Oil (Bbls)** | 133,000 | 158,000 | (25,000) | (16 | %) | ||||||||||||||||||
| Natural gas liquids (Bbls)** | 43,000 | 50,000 | (7,000) | (14 | %) | ||||||||||||||||||
_______________________________________
* Mcf = 1,000 cubic feet. Natural gas price per unit is net of pipeline charges.
** Bbl = stock tank barrel equivalent to 42 U.S. gallons
The oil and natural gas segment generated a $27,000 operating profit before general and administrative expenses in the three months ended June 30, 2025, a decrease in operating results of $299,000 as compared to the $326,000 operating profit before general and administrative expenses generated during the same period of the prior year due to a decrease in operating results primarily from decreased revenues, partially offset by a decrease of $399,000 in the ceiling test impairment and a $449,000 decrease in oil and natural gas depletion in the current year period.
The oil and natural gas segment generated a $663,000 operating profit before general and administrative expenses in the nine months ended June 30, 2025, an increase in operating results of $661,000 as compared to the $2,000 operating profit before general and administrative expenses generated during the same period of the prior year primarily due to a decrease of $1,411,000 in the ceiling test impairment and a $1,592,000 decrease in oil and natural gas depletion in the current year period, partially offset by a decrease in operating results primarily from decreased revenues.
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The following table sets forth Barnwell’s oil and natural gas segment operating profit before general and administrative expenses by geographic location:
| Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Operating profit (loss) (before general and administrative expenses) | |||||||||||||||||||||||
Canada (1) | $ | 108,000 | $ | 292,000 | $ | 1,163,000 | $ | (683,000) | |||||||||||||||
United States (2) | (81,000) | 34,000 | (500,000) | 685,000 | |||||||||||||||||||
| Total operating profit | $ | 27,000 | $ | 326,000 | $ | 663,000 | $ | 2,000 | |||||||||||||||
________________________
(1) The operating profit (loss) for Canada for the three and nine months ended June 30, 2024 includes non-cash ceiling test impairments of $487,000 and $2,164,000, respectively.
(2) The operating loss for the United States for the three and nine months ended June 30, 2025 includes non-cash ceiling test impairments of $200,000 and $865,000, respectively. The operating profit for the United States for the three and nine months ended June 30, 2024 includes a non-cash ceiling test impairment of $112,000.
Oil and natural gas revenues decreased $1,299,000 (29%) and $3,133,000 (23%) for the three and nine months ended June 30, 2025, respectively, as compared to the same periods in the prior year, primarily due to decreases in natural gas, oil, and natural gas liquids production in the current year periods as compared to the same periods in the prior year. The decreases in production are primarily the result of natural declines in production from wells in the Company's Twining area as the wells age, and to a lesser extent due to properties sold in the prior year. Revenues also decreased due to a decrease in oil prices.
In February 2025, the Company amended the sales price on 1,055 gross Mcf per day of the Canadian natural gas it will sell during the period from April 1, 2025 to October 31, 2025 to a fixed index price before differentials of $1.95 Canadian dollars per Mcf, with remaining volumes continuing to be sold at spot prices. This per day volume of natural gas under this fixed index price contract was equivalent to approximately 39% of Canadian natural gas gross production per day for the nine months ended June 30, 2025. These natural gas contracts were eligible for and elected as normal purchase and normal sales exception contracts and were thus excluded from derivative accounting.
In June 2025, the Company amended certain of its Canadian purchase and sales contracts to change the sales price on 100 gross barrels per day of the Canadian oil that it will sell during the period from July 1, 2025 to September 30, 2025 to a fixed index price before differentials of $70.71 per net barrel, with remaining volumes continuing to be sold at spot prices. This per day volume of oil under this fixed index price contract that will affect the period from July 1, 2025 to September 30, 2025, is equivalent to approximately 18% of Canadian oil gross production per day for the nine months ended June 30, 2025. Additionally, the Company also amended the sales price on 100 gross barrels per day of the Canadian oil that it will sell during the period from July 1, 2025 to December 31, 2025 to a fixed index price before differentials of $70.35 per net barrel, with remaining volumes continuing to be sold at spot prices. This per day volume of oil under this fixed index price contract that will affect the period from July 1, 2025 to December 31, 2025, is equivalent to approximately 18% of Canadian oil gross production per day for the nine months ended June 30, 2025. These oil contracts were eligible for and elected as normal purchase and normal sales exception contracts and were thus excluded from derivative accounting.
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Oil and natural gas operating expenses decreased $152,000 (7%) and $791,000 (11%) for the three and nine months ended June 30, 2025, respectively, as compared to the same periods in the prior year, primarily due to decreases in production in the current year periods, partially offset by an increase in workovers in the current year periods, as compared to the same periods in the prior year.
Oil and natural gas segment depletion decreased $449,000 (35%) and $1,592,000 (39%) for the three and nine months ended June 30, 2025, respectively, as compared to the same periods in the prior year. The decreases were due to decreases in the depletion rate and due to decreases in production in the current year periods as compared to the same periods in the prior year. The depletion rate decreased as a result of a decrease in the depletable base from significant ceiling test impairments between the prior year periods and the current year periods.
On August 8, 2025, Barnwell entered into an agreement with an independent third party to sell all of its working interest in 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. The U.S. oil and natural gas assets were located in the states of Texas and Oklahoma and were owned by wholly-owned subsidiaries of Barnwell. Barnwell will no longer own any oil and natural gas assets in the U.S. as a result of this sale. Operating revenues from these U.S. oil and natural gas properties represented 10% of the total oil and natural gas segment operating revenues for the nine months ended June 30, 2025.
Sale of Interest in Leasehold Land
Kaupulehu Developments was entitled to receive a percentage of the gross receipts from the sales of lots and/or residential units in Increment I by KD I.
The following table summarizes the revenues received from KD I and the amount of fees directly related to such revenues:
| Three months ended June 30, | Nine months ended June 30, | ||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||
| Sale of interest in leasehold land: | |||||||||||||||||||||||
| Revenues - sale of interest in leasehold land | $ | — | $ | — | $ | — | $ | 500,000 | |||||||||||||||
| Fees - included in general and administrative expenses | — | — | — | (61,000) | |||||||||||||||||||
| Sale of interest in leasehold land, net of fees paid | $ | — | $ | — | $ | — | $ | 439,000 | |||||||||||||||
No lots were sold during the three months ended June 30, 2025 and 2024. 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.
There is an Increment II owned by KD II in which the Company has a 10.8% indirect non-controlling ownership interest. There is no assurance with regards to the amounts of future sales from Increment II or that the remaining acreage within Increment II will be developed. No definitive development plans have been made by KD II, the developer of Increment II, as of the date of this report.
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General and Administrative Expenses
General and administrative expenses increased $565,000 (43%) for the three months ended June 30, 2025 as compared to the same period in the prior year. The increase was due to $657,000 in new fees and costs incurred, net of $348,000 of estimated accrued insurance recoveries receivable, for legal services, proxy solicitation, proxy advisory, and public relations costs related to a shareholder consent solicitation, various legal actions between the Sherwood Group and the Company and certain of its directors, and a proxy contest in the current year period as compared to the same period in the prior year. The increase was partially offset by decreases in compensation and other costs in the current year period as compared to the same period in the prior year.
General and administrative expenses increased $1,314,000 (34%) for the nine months ended June 30, 2025 as compared to the same period in the prior year. The increase was due to $1,599,000 in new fees and costs incurred, net of $348,000 of estimated accrued insurance recoveries receivable, for legal services, proxy solicitation, proxy advisory, and public relations costs related to a shareholder consent solicitation, various legal actions between the Sherwood Group and the Company and certain of its directors, and a proxy contest in the current year period as compared to the same period in the prior year. The increase was partially offset by decreases in compensation and other costs in the current year period as compared to the same period in the prior year.
While the aforementioned shareholder proxy contest is not continuing as of the date of this report, the Company's annual stockholders meeting has been rescheduled to September 10, 2025 as a result of the Sherwood Group’s repeated refusals to attend the annual meeting despite having solicited proxies in connection with the 2025 Annual Meeting, thus causing the annual meeting to be adjourned numerous times and ultimately rescheduled due to a lack of a quorum. Therefore, related costs will continue to be incurred until the matter is resolved. Accordingly, general and administrative expenses will continue to be affected by this matter beyond June 30, 2025. The Company is unable to estimate the amount of such future costs as the matter is ongoing and such costs will depend upon the future actions to be taken, which are yet to be determined. In addition, the amount of estimated accrued insurance recoveries receivable 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.
Depletion, Depreciation, and Amortization
Depletion, depreciation, and amortization decreased $450,000 (35%) and $1,593,000 (39%) for the three and nine months ended June 30, 2025, respectively, as compared to the same periods in the prior year, primarily due to decreases in the depletion rate and decreases in production, as discussed in the “Oil and natural gas” section above.
Impairment of Assets
Under the full cost method of accounting, the Company performs quarterly oil and natural gas ceiling test calculations. 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
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value of unproved properties, impact the determination of the maximum carrying value of oil and natural gas properties.
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 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 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. 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 September 2025.
Foreign Currency (Gain) Loss
During the three and nine months ended June 30, 2025, there was a $219,000 foreign currency gain and a $122,000 foreign currency loss, respectively, as compared to foreign currency losses of $61,000 and $63,000 during the three and nine months ended June 30, 2024, respectively, due to the effects of foreign exchange rate changes on intercompany loans and advances as a result of changes in the exchange rate between the U.S. dollar against the Canadian dollar. The foreign currency losses or gains from intercompany balances are included in our Condensed Consolidated Statements of Operations as the intercompany balances were not considered long-term in nature because management estimates that these intercompany balances will be settled in the future.
Equity in Income of Affiliates
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. The decrease in partnership income is primarily due to the Kukio Resort Land Development Partnerships' sale of the last two lots in Increment I in the prior year period, whereas there were no lots sold in the current year period.
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
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$953,000, after distributing $118,000 to non-controlling interests) from the Kukio Resort Land Development Partnerships.
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, 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.
Income Taxes
Barnwell’s effective consolidated income tax rate from continuing operations, after adjusting loss from continuing operations before income taxes for non-controlling interests, was 2% and (3)% for the three and nine months ended June 30, 2025, respectively, as compared to (2)% and (8)% for the three and nine months ended June 30, 2024, respectively.
Consolidated taxes do not bear a customary relationship to pretax results due primarily to the fact that the Company is taxed separately in Canada based on Canadian source operations and in the U.S. based on consolidated operations, and essentially all deferred tax assets, net of relevant offsetting deferred tax liabilities, are not estimated to have a future benefit as tax credits or deductions. The Company operates two subsidiaries in Canada, one of which is a U.S. corporation operating as a branch in Canada that is treated as a non-resident for Canadian tax purposes and thus has operating results that cannot be offset against or combined with the other Canadian subsidiary that files as a resident for Canadian tax purposes. Income from our non-controlling interest in the Kukio Resort Land Development Partnerships is treated as non-unitary for state of Hawaii unitary filing purposes, thus unitary Hawaii losses provide limited sheltering of such non-unitary income. Income from our investment in the Oklahoma oil venture is 100% allocable to Oklahoma. As such, Barnwell receives no benefit from consolidated or unitary losses and, therefore, is subject to Oklahoma state taxes. 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.
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Net (Loss) Earnings Attributable to Non-controlling Interests
Earnings and losses attributable to non-controlling interests represent the non-controlling interests’ share of revenues and expenses related to the various partnerships and joint ventures in which Barnwell has controlling interests and consolidates.
Net loss attributable to non-controlling interests totaled $3,000 and $5,000 for the three and nine months ended June 30, 2025, respectively, as compared to net earnings attributable to non-controlling interests of $12,000 and $236,000 for the same periods in the prior year. The changes of $15,000 (125%) and $241,000 (102%) for the three and nine months, respectively, are primarily due to decreases in the amount of equity in income of affiliates and percentage of sales revenues received in the current year periods as compared to the same periods in the prior year.
Net (Loss) Earnings From Discontinued Operations
Net earnings from discontinued operations was nil and $12,000 during the three and nine months ended June 30, 2025, respectively, as compared to net loss from discontinued operations of $228,000 and $1,008,000 during the three and nine months ended June 30, 2024, respectively.
On March 14, 2025, the Company completed the sale of Water Resources, which represented the Company’s contract drilling segment. The financial results of the Company’s contract drilling business has been presented as discontinued operations in the condensed consolidated financial statements for all periods presented. See Note 3 “Discontinued Operations” to the Condensed Consolidated Financial Statements (unaudited) included in this report for further discussion and additional disclosures related to discontinued operations.
Liquidity and Capital Resources
The Company has presented cash flows from discontinued operations in the accompanying Condensed Consolidated Statements of Cash Flows separately after the presentation of cash flows from operating, investing, and financing activities of continuing operations. See Note 3 “Discontinued Operations” to the Condensed Consolidated Financial Statements (unaudited) included in this report for further discussion and additional disclosures related to discontinued operations. The focus of this section, “Liquidity and Capital Resources,” is on the cash flows from continuing operations, which affects future liquidity and capital resources as the Company no longer has any significant continuing involvement with the discontinued operations after the sale.
At June 30, 2025, Barnwell had a working capital deficit of $1,321,000. Barnwell’s primary sources of liquidity are cash on hand and cash flow generated by our oil and natural gas operations, as cash flow from our land investment segment, if any, are expected to be intermittent and not significant to our liquidity.
Included in the working capital deficit at June 30, 2025 mentioned above are incurred but unpaid legal and other professional service costs related to the shareholder contest amounting to $918,000, or $570,000 net of $348,000 of estimated accrued insurance recoveries receivable. Future cash inflows will need to be utilized to pay down these incurred but unpaid costs.
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Cash Flows From Continuing Operations
Cash flows used in continuing operations totaled $1,163,000 for the nine months ended June 30, 2025, as compared to cash flows provided by continuing operations of $4,349,000 for the same period in the prior year. This $5,512,000 decrease in operating cash flows was primarily due to lower operating results for the oil and natural gas segment in the current year period as compared to the same period in the prior year, higher general and administrative expenses in the current year period due to the shareholder contests, and a distribution of income from the Kukio Resort Land Development Partnerships in the prior year period as compared to none in the current year period. The change was also due to the effect of changes in current assets and liabilities, which was a decrease in operating cash flows of $50,000 in the current year period as compared to an increase of $710,000 in the prior year period.
Cash flows used in investing activities from continuing operations totaled $2,235,000 during the nine months ended June 30, 2025, as compared to cash flows used in investing activities from continuing operations of $1,729,000 during the same period of the prior year. This $506,000 change in investing cash flows was due to $520,000 more in cash paid for investments in oil and natural gas properties and $163,000 in cash divested from the sale of discontinued operations, net of proceeds, in the current year as compared to the same period in the prior year, partially offset by a $250,000 dividend received from discontinued operations and $350,000 of payments received on the note receivable related to the sale of discontinued operations in the current year period; there were no such amounts in the same period of the prior year. In addition, there was $439,000 of proceeds received by the land investment segment in the prior year period, as compared to none in the current year period.
Cash flows used in financing activities from continuing operations totaled $60,000 for the nine months ended June 30, 2025, as compared to cash flows used in financing activities from continuing operations of $226,000 for the nine months ended June 30, 2024. The $166,000 change in financing cash flows was due to a decrease of $226,000 in distributions to non-controlling interests, partially offset by $60,000 in repayments for insurance premium financing in the current year period as compared to none the same period in the prior year.
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 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.
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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, 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.
Oil and Natural Gas Capital Expenditures
Barnwell’s oil and natural gas capital expenditures, including accrued capital expenditures and excluding acquisitions and additions and revisions to estimated asset retirement obligations, totaled $385,000 and $767,000 for the three and nine months ended June 30, 2025, respectively, as compared to $751,000 and $1,806,000 for the same periods in the prior year.
Barnwell estimates that investments in oil and natural gas properties for fiscal 2025 will range from $800,000 to $1,000,000. This estimated amount may increase or decrease as dictated by cash flows and management's assessment of the oil and natural gas environment and prospects.
Oil and Natural Gas Property Dispositions
There were no significant oil and natural gas property dispositions during the nine months ended June 30, 2025. The $282,000 of proceeds from 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.
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On August 8, 2025, Barnwell entered into an agreement with an independent third party to sell all of its working interest in 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. The U.S. oil and natural gas assets were located in the states of Texas and Oklahoma and were owned by wholly-owned subsidiaries of Barnwell. Barnwell will no longer own any oil and natural gas assets in the U.S. as a result of this sale.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
We have established disclosure controls and procedures to ensure that material information relating to Barnwell, including its consolidated subsidiaries, is made known to the officers who certify Barnwell’s financial reports and to other members of executive management and the Board of Directors.
As of June 30, 2025, an evaluation was carried out by Barnwell’s Chief Executive Officer and Chief Financial Officer of the effectiveness of Barnwell’s disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that Barnwell’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) were effective as of June 30, 2025 to ensure that information required to be disclosed by Barnwell in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities Exchange Act of 1934 and the rules thereunder.
Changes in Internal Control Over Financial Reporting
There was no change in Barnwell’s internal control over financial reporting during the quarter ended June 30, 2025 that materially affected, or is reasonably likely to materially affect, Barnwell’s internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On March 26, 2025, the Company commenced a lawsuit against Ned L. Sherwood (“Sherwood”) and certain of his affiliates (collectively, the “Sherwood Group”) in the Delaware Chancery Court, seeking, among other remedies, declaratory judgment that the Sherwood Group’s purported notice to nominate certain individuals for election to the Company’s board of directors at the 2025 Annual Meeting of stockholders was invalid and injunctive relief to enjoin the Sherwood Group from presenting its slate of nominees at the 2025 Annual Meeting due to the failure of the Sherwood Group to comply with the advance notice provisions of the Company’s Bylaws.
On April 21, 2025, the Sherwood Group filed an answer to the Company’s complaint, counterclaims against the Company and a third-party complaint against Alexander Kinzler, Kenneth Grossman and Joshua Horowitz in the Delaware Chancery Court, seeking, amongst other things, dismissal of all claims brought by the Company against the Sherwood Group, declaratory judgment that the Company’s directors breached their fiduciary duties, and injunctive relief to enjoin the Company from (i) applying the Company’s Bylaws to prevent the Sherwood Group from nominating its slate of nominees set forth in the defective Sherwood nomination notice for election at the 2025 Annual Meeting and (ii) filing or distributing further proxy solicitation materials for the 2025 Annual Meeting until the Delaware Chancery Court issued a ruling determining whether the Sherwood Group complied with the advance notice provisions of the Company’s Bylaws.
After a trial, on May 21, 2025, the Delaware Chancery Court ruled in favor of the Company and the Board of Directors, and held that the defective Sherwood nomination notice was invalid and the Board properly applied the Bylaws in response to the defective Sherwood nomination notice and found that Mr. Kinzler, Mr. Grossman and Mr. Horowitz did not breach their fiduciary duties. The Sherwood Group chose not to appeal the Court’s decision. Accordingly, the Board will not permit the Sherwood nominees to be presented for election at the 2025 Annual Meeting, and the Company will not recognize or tabulate any proxies or votes in favor of the Sherwood nominees at the 2025 Annual Meeting.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this Quarterly Report on Form 10-Q, the reader should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended September 30, 2024 and Barnwell’s Quarterly Reports on Form 10-Q for the quarters ending March 31, 2025, and December 31, 2024. There have been no material changes in the Company's risk factors from those disclosed in Part I, Item 1A, of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2024, except for those included in Barnwell’s Quarterly Reports on Form 10-Q for the quarters ending March 31, 2025, and December 31, 2024, and the items listed below.
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Entity-Wide Risks
Continued actions by an activist shareholder have had, and are expected to continue to have, a significant negative impact on our ability to execute our business strategies and have had, and are expected to continue to have, an adverse affect on our results of operations and financial condition.
In response to various actions of the Sherwood Group, the Board of Directors appointed an Executive Committee comprised of Messrs. Kinzler, Grossman and Horowitz and this Executive Committee retained the services of various professionals, including attorneys, proxy solicitors, proxy advisors, and public relations and financial advisors. We have incurred substantial legal, public relations and other advisory fees and proxy solicitation expenses and we currently expect those costs and expenses to continue. In addition, continuing perceived uncertainties as to our future direction, strategy or leadership created as a consequence may result in the loss of potential business opportunities, harm our ability to attract new or retain existing directors and employees, disrupt relationships with the Company, and the market price of our common stock could also experience periods of increased volatility as a result.
The Company faces issues that could impair our ability to continue as a going concern in the future.
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 anticipated 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 future operating cash inflows, 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, 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.
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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
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.
The following table provides information regarding purchases of Barnwell common stock by the Pension Plan during the three months ended June 30, 2025:
| (a) | (b) | (c) | (d) | |||||||||||||||||||||||
| Period | Total number of shares purchased (1) | Average price paid per share (1) | Total number of shares purchased as part of publicly announced plans or programs (2) | Maximum number of shares that may yet be purchased under the plans or programs (2) | ||||||||||||||||||||||
| April 1 - April 30, 2025 | 23,201 | $1.50 | — | — | ||||||||||||||||||||||
| May 1 - May 31, 2025 | 6,790 | $1.31 | — | — | ||||||||||||||||||||||
| June 1 - June 30, 2025 | 18,673 | $1.24 | — | — | ||||||||||||||||||||||
| Total | 48,664 | |||||||||||||||||||||||||
___________________________________
(1) Represents shares of common stock purchased by the Barnwell Pension Plan, an affiliated purchaser, and the transactions were all made in the open market.
(2) The Company does not have a publicly announced plan or program to purchase shares of our common stock. Accordingly, there were no shares purchased as part of a publicly announced plan or program.
ITEM 5. OTHER INFORMATION
During the three months ended June 30, 2025, no director or officer of the Company adopted terminated
47
ITEM 6. EXHIBITS
| Exhibit Number | Description | |||||||
10.1*# | Purchase and Sale Agreement, dated August 8, 2025 | |||||||
31.1* | Certification of Chief Executive Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||
31.2* | Certification of Chief Financial Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||
32** | Certification Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
101.INS* | Inline XBRL Instance Document | |||||||
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||||||
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
* Filed herewith.
** Furnished herewith.
# Certain confidential information has been omitted from a portion of this exhibit.
48
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| BARNWELL INDUSTRIES, INC. | ||||||||
| (Registrant) | ||||||||
| Date: | August 13, 2025 | /s/ Russell M. Gifford | ||||||
| Russell M. Gifford | ||||||||
| Executive Vice President, | ||||||||
| Chief Financial Officer, and Treasurer | ||||||||
49
INDEX TO EXHIBITS
| Exhibit Number | Description | |||||||
10.1*# | Purchase and Sale Agreement, dated August 8, 2025 | |||||||
31.1* | Certification of Chief Executive Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||
31.2* | Certification of Chief Financial Officer Pursuant To Section 302 of the Sarbanes-Oxley Act of 2002 | |||||||
32** | Certification Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002 | |||||||
101.INS* | Inline XBRL Instance Document | |||||||
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |||||||
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |||||||
101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |||||||
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
__________________________________________
* Filed herewith.
** Furnished herewith.
# Certain confidential information has been omitted from a portion of this exhibit.
50
Source:
FAQ
What was BRN's net loss for the quarter and year-to-date?
For the three months ended June 30, 2025 BRN reported a net loss from continuing operations of $1,553,000 (basic loss per share $0.15). For the nine months ended June 30, 2025 the loss from continuing operations was $4,691,000 (basic loss per share $0.47).
Does Barnwell (BRN) disclose a going concern issue?
Yes. Management states there is substantial doubt about the Company鈥檚 ability to continue as a going concern for one year from the filing date absent additional financing or asset sales.
What transactions occurred with the contract drilling business (Water Resources)?
On March 14, 2025 Barnwell sold Water Resources for an aggregate $1,050,000 (cash $250,000 and an $800,000 promissory note). The promissory note balance was $450,000 at June 30, 2025 and a loss on sale of $193,000 was recorded.
What is the subsequent sale of U.S. oil and gas assets?
On August 8, 2025 Barnwell agreed to sell its U.S. oil and natural gas working interests for $2,300,000 and estimates a loss on sale of approximately $700,000 (to be recognized in the quarter ending September 30, 2025).
How much cash did BRN hold at June 30, 2025?
Cash and cash equivalents of continuing operations were $1,154,000 at June 30, 2025.
What impairment charges did Barnwell record?
Barnwell recorded ceiling-test impairments of $200,000 for the three months and $865,000 for the nine months ended June 30, 2025, and disclosed that further impairments are possible based on price averages used in the ceiling test.
Barnwell Inds
NYSE:BRN
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Jun 20, 2025
[DFAN14A] Barnwell Industries, Inc. SEC Filing
BRN Stock Data
11.58M
3.88M
62.02%
12.1%
1.14%
Oil & Gas E&P
Crude Petroleum & Natural Gas
United States
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