HONOLULU, HI / ACCESS Newswire / September 11, 2025 / Barnwell Industries, Inc. (NYSE American:BRN) ("Barnwell" or the "Company") today convened and then adjourned the 2025 Annual Meeting of Stockholders (the "2025 Annual Meeting") without transacting any other business. The 2025 Annual Meeting was adjourned to be held on Friday, September 19, 2025 at 9:00 a.m. ...

Exhibit 99.1 BARNWELL INDUSTRIES, INC. Barnwell Industries, Inc. Reports Results for its Third Quarter Ended June 30, 2025 together with the receipt of $2,300,000 of cash for U.S. oil and natural gas properties sale HONOLULU, HAWAII, August 13, 2025 -- Barnwell Industries, Inc. (NYSE American: BRN) today reported financial results for its third quarter ended June 30, 2025. For the quarter, the Company had revenue from continuing operations of $3,192,000 and a net loss from continuing operations of $1,550,00 ...

```markdown [PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive loss, equity, and cash flows, along with detailed notes explaining significant accounting policies, financial performance, and other relevant disclosures for the periods ended June 30, 2025 and 2024 [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights (June 30, 2025 vs. September 30, 2024) | Metric | June 30, 2025 | September 30, 2024 | Change | % Change | | :-------------------------------- | :------------ | :----------------- | :------- | :------- | | Cash and cash equivalents | $1,154,000 | $4,285,000 | $(3,131,000) | -73.1% | | Total current assets | $4,118,000 | $8,883,000 | $(4,765,000) | -53.6% | | Total assets | $23,757,000 | $30,669,000 | $(6,912,000) | -22.5% | | Total current liabilities | $5,439,000 | $7,812,000 | $(2,373,000) | -30.4% | | Total liabilities | $15,174,000 | $17,607,000 | $(2,433,000) | -13.8% | | Total stockholders' equity | $8,566,000 | $13,040,000 | $(4,474,000) | -34.3% | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Condensed Consolidated Statements of Operations Highlights (Three Months Ended June 30) | Metric | 2025 | 2024 | Change | % Change | | :------------------------------------------------ | :----------- | :----------- | :----------- | :------- | | Revenues: Oil and natural gas | $3,153,000 | $4,452,000 | $(1,299,000) | -29.2% | | Total Revenues | $3,192,000 | $4,506,000 | $(1,314,000) | -29.2% | | General and administrative expenses | $1,868,000 | $1,303,000 | $565,000 | 43.4% | | Net loss from continuing operations | $(1,553,000) | $(1,006,000) | $(547,000) | 54.4% | | Net (loss) earnings from discontinued operations | $0 | $(228,000) | $228,000 | -100.0% | | Net loss attributable to Barnwell Industries, Inc. | $(1,550,000) | $(1,246,000) | $(304,000) | 24.4% | | Basic and diluted loss per common share (continuing ops) | $(0.15) | $(0.10) | $(0.05) | 50.0% | | Basic and diluted loss per common share (total) | $(0.15) | $(0.12) | $(0.03) | 25.0% | Condensed Consolidated Statements of Operations Highlights (Nine Months Ended June 30) | Metric | 2025 | 2024 | Change | % Change | | :------------------------------------------------ | :----------- | :----------- | :----------- | :------- | | Revenues: Oil and natural gas | $10,593,000 | $13,726,000 | $(3,133,000) | -22.8% | | Total Revenues | $10,695,000 | $14,346,000 | $(3,651,000) | -25.5% | | General and administrative expenses | $5,193,000 | $3,879,000 | $1,314,000 | 33.9% | | Net loss from continuing operations | $(4,691,000) | $(2,438,000) | $(2,253,000) | 92.4% | | Net (loss) earnings from discontinued operations | $12,000 | $(1,008,000) | $1,020,000 | -101.2% | | Net loss attributable to Barnwell Industries, Inc. | $(4,674,000) | $(3,682,000) | $(992,000) | 26.9% | | Basic and diluted loss per common share (continuing ops) | $(0.47) | $(0.27) | $(0.20) | 74.1% | | Basic and diluted loss per common share (total) | $(0.47) | $(0.37) | $(0.10) | 27.0% | [Condensed Consolidated Statements of Comprehensive Loss](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss) Condensed Consolidated Statements of Comprehensive Loss Highlights (Three Months Ended June 30) | Metric | 2025 | 2024 | Change | % Change | | :------------------------------------------------ | :----------- | :----------- | :----------- | :------- | | Net loss | $(1,553,000) | $(1,234,000) | $(319,000) | 25.8% | | Total other comprehensive (loss) income | $(37,000) | $(9,000) | $(28,000) | 311.1% | | Total comprehensive loss | $(1,590,000) | $(1,243,000) | $(347,000) | 27.9% | | Comprehensive loss attributable to Barnwell Industries, Inc. | $(1,587,000) | $(1,255,000) | $(332,000) | 26.5% | Condensed Consolidated Statements of Comprehensive Loss Highlights (Nine Months Ended June 30) | Metric | 2025 | 2024 | Change | % Change | | :------------------------------------------------ | :----------- | :----------- | :----------- | :------- | | Net loss | $(4,679,000) | $(3,446,000) | $(1,233,000) | 35.8% | | Total other comprehensive (loss) income | $53,000 | $(44,000) | $97,000 | -220.5% | | Total comprehensive loss | $(4,626,000) | $(3,490,000) | $(1,136,000) | 32.5% | | Comprehensive loss attributable to Barnwell Industries, Inc. | $(4,621,000) | $(3,726,000) | $(895,000) | 24.0% | [Condensed Consolidated Statements of Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Equity) Condensed Consolidated Statements of Equity Highlights (Nine Months Ended June 30, 2025 vs. September 30, 2024) | Metric | June 30, 2025 | September 30, 2024 | Change | % Change | | :-------------------------------- | :------------ | :----------------- | :------- | :------- | | Common stock | $5,111,000 | $5,098,000 | $13,000 | 0.3% | | Additional paid-in capital | $7,824,000 | $7,690,000 | $134,000 | 1.7% | | (Accumulated deficit) retained earnings | $(4,079,000) | $595,000 | $(4,674,000) | -785.5% | | Accumulated other comprehensive income | $1,996,000 | $1,943,000 | $53,000 | 2.7% | | Total stockholders' equity | $8,566,000 | $13,040,000 | $(4,474,000) | -34.3% | - The company's **accumulated deficit significantly increased by $4,674,000**, moving from a **retained earnings** position of **$595,000** at September 30, 2024, to an **accumulated deficit** of **$(4,079,000)** at June 30, 2025, **primarily due to** the **net loss** incurred during the period[17](index=17&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Condensed Consolidated Statements of Cash Flows Highlights (Nine Months Ended June 30) | Metric | 2025 | 2024 | Change | % Change | | :------------------------------------------------ | :----------- | :----------- | :----------- | :------- | | Net cash (used in) provided by operating activities from continuing operations | $(1,163,000) | $4,349,000 | $(5,512,000) | -126.7% | | Net cash used in investing activities from continuing operations | $(2,235,000) | $(1,729,000) | $(506,000) | 29.3% | | Net cash used in financing activities from continuing operations | $(60,000) | $(226,000) | $166,000 | -73.5% | | Net cash provided by (used in) discontinued operations | $193,000 | $(813,000) | $1,006,000 | -123.7% | | Net (decrease) increase in cash and cash equivalents | $(3,351,000) | $1,563,000 | $(4,914,000) | -314.4% | | Cash and cash equivalents of continuing operations at end of period | $1,154,000 | $4,349,000 | $(3,195,000) | -73.5% | - **Operating cash flows** from continuing operations **significantly decreased by $5,512,000**, shifting from a positive inflow of **$4,349,000** in 2024 to an outflow of **$(1,163,000)** in 2025, **primarily due to** lower oil and natural gas segment results, higher general and administrative expenses from shareholder contests, and no distributions from land investment partnerships in the current period[19](index=19&type=chunk)[169](index=169&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [1. Summary of Significant Accounting Policies](index=10&type=section&id=1.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) - The company's condensed consolidated financial statements include Barnwell Industries, Inc. and all majority-owned subsidiaries, including a **77.6%**-owned land investment general partnership and a **75%**-owned land investment partnership. Undivided interests in oil and natural gas joint ventures are consolidated proportionately, while **significant** but non-controlling interests are accounted for by the equity method[20](index=20&type=chunk)[21](index=21&type=chunk) - On March 14, 2025, the Company completed the sale of Water Resources International, Inc., its contract drilling segment, classifying its assets, liabilities, and results as discontinued operations for all periods presented[28](index=28&type=chunk) [2. Going Concern](index=11&type=section&id=2.%20GOING%20CONCERN) - The Company faces **substantial doubt** about its ability to continue as a going concern for one year from the filing date due to uncertainties in oil and natural gas **operating cash flows**, impacts of recently imposed tariffs on oil prices, and **significant** costs incurred from shareholder consent solicitation and proxy contests[31](index=31&type=chunk)[32](index=32&type=chunk) - The Company is exploring potential funding sources, including debt financing, stock issuance, and partial or complete sale of its interests in Kukio Resort Land Development Partnerships, but no probable timing or amounts have been secured. The recent sale of U.S. oil and natural gas properties is not expected to be sufficient to overcome the going concern doubt[33](index=33&type=chunk) [3. Discontinued Operations](index=12&type=section&id=3.%20DISCONTINUED%20OPERATIONS) - On March 14, 2025, Barnwell sold its wholly-owned subsidiary, Water Resources International, Inc. (contract drilling segment), for **$1,050,000**, consisting of a **$250,000** cash payment and an **$800,000** promissory note. The Company recorded a **loss of $193,000** on the sale[34](index=34&type=chunk)[37](index=37&type=chunk) - The promissory note's payment schedule was amended in August 2025, extending due dates and **increasing** the annual interest rate from zero to **12%** (beginning August 15, 2025) and then to **18%** (beginning December 15, 2025)[35](index=35&type=chunk) Financial Results from Discontinued Operations (Nine Months Ended June 30) | Metric | 2025 | 2024 | Change | % Change | | :--------------------------------------- | :----------- | :----------- | :----------- | :------- | | Revenues: Contract drilling | $1,156,000 | $3,084,000 | $(1,928,000) | -62.5% | | Total Revenues | $1,156,000 | $3,110,000 | $(1,954,000) | -62.8% | | Total Costs and expenses | $951,000 | $4,118,000 | $(3,167,000) | -76.9% | | Net (loss) earnings from discontinued operations | $12,000 | $(1,008,000) | $1,020,000 | -101.2% | [4. Loss Per Common Share](index=14&type=section&id=4.%20LOSS%20PER%20COMMON%20SHARE) Basic and Diluted Loss Per Common Share (Three Months Ended June 30) | Metric | 2025 | 2024 | Change | % Change | | :-------------------------------------------------------------------------------- | :----- | :----- | :----- | :------- | | Net loss per common share from continuing operations attributable to Barnwell Industries, Inc. stockholders | $(0.15) | $(0.10) | $(0.05) | 50.0% | | Net loss per common share from discontinued operations | $0.00 | $(0.02) | $0.02 | -100.0% | | Net loss per common share attributable to Barnwell Industries, Inc. stockholders | $(0.15) | $(0.12) | $(0.03) | 25.0% | Basic and Diluted Loss Per Common Share (Nine Months Ended June 30) | Metric | 2025 | 2024 | Change | % Change | | :-------------------------------------------------------------------------------- | :----- | :----- | :----- | :------- | | Net loss per common share from continuing operations attributable to Barnwell Industries, Inc. stockholders | $(0.47) | $(0.27) | $(0.20) | 74.1% | | Net loss per common share from discontinued operations | $0.00 | $(0.10) | $0.10 | -100.0% | | Net loss per common share attributable to Barnwell Industries, Inc. stockholders | $(0.47) | $(0.37) | $(0.10) | 27.0% | - Potentially dilutive securities, including **465,000** stock options and **214,270** restricted stock units for the three months ended June 30, 2025, were excluded from diluted EPS calculations as their inclusion would have been anti-dilutive[43](index=43&type=chunk) [5. Accounts and Other Receivables and Allowance for Credit Losses](index=15&type=section&id=5.%20ACCOUNTS%20AND%20OTHER%20RECEIVABLES%20AND%20ALLOWANCE%20FOR%20CREDIT%20LOSSES) - The Company recorded an estimated accrued insurance recovery receivable of **$348,000** as of June 30, 2025, for legal fees covered under directors and officers' liability insurance policies[46](index=46&type=chunk) Allowance for Credit Losses Activity (Nine Months Ended June 30) | Metric | 2025 | 2024 | Change | % Change | | :--------------------------------------- | :----------- | :----------- | :----------- | :------- | | Allowance for credit losses at beginning of period | $141,000 | $50,000 | $91,000 | 182.0% | | (Reversal of) provision for expected credit losses | $(8,000) | $53,000 | $(61,000) | -115.1% | | Write-offs charged against the allowance | $(77,000) | $(7,000) | $(70,000) | 1000.0% | | Allowance for credit losses at end of period | $50,000 | $110,000 | $(60,000) | -54.5% | [6. Investments](index=16&type=section&id=6.%20INVESTMENTS) - Barnwell holds indirect non-controlling ownership interests in the Kukio Resort Land Development Partnerships, which derive income from real estate sales and club memberships. The last two single-family lots in Increment I were sold in Q1 2024, with no sales in the current period[49](index=49&type=chunk)[51](index=51&type=chunk) - Equity in income of affiliates was nil for the three and nine months ended June 30, 2025, compared to **$1,071,000** for the nine months ended June 30, 2024, due to no lot sales in the current period and the suspension of equity method earnings recognition after cumulative distributions exceeded the investment balance[54](index=54&type=chunk)[55](index=55&type=chunk) - Increment II is not yet under development, and there is no assurance of future development or payments from it[52](index=52&type=chunk)[58](index=58&type=chunk) [7. Oil and Natural Gas Properties and Asset Retirement Obligations](index=18&type=section&id=7.%20OIL%20AND%20NATURAL%20GAS%20PROPERTIES%20AND%20ASSET%20RETIREMENT%20OBLIGATIONS) - The Company incurred non-cash ceiling test impairments for its U.S. oil and natural gas properties of **$200,000** and **$865,000** for the three and nine months ended June 30, 2025, respectively. This compares to **$599,000** and **$2,276,000** for the same periods in 2024, which included Canadian properties[64](index=64&type=chunk)[65](index=65&type=chunk) - Declines in the 12-month historical rolling average first-day-of-the-month oil and gas prices could lead to further impairment write-downs in the quarter ending September 30, 2025[66](index=66&type=chunk) - Barnwell has provided **$975,000** in cumulative cash deposits to Canada's Orphan Well Association (OWA) for abandonment and reclamation costs, with a portion of the unused deposit now estimated to be applied to future reclamation work[67](index=67&type=chunk) [8. Retirement Plans](index=20&type=section&id=8.%20RETIREMENT%20PLANS) - Barnwell sponsors a noncontributory defined benefit pension plan (Pension Plan) and a Supplemental Executive Retirement Plan (SERP), with benefit accruals frozen since December 31, 2019[68](index=68&type=chunk) Net Periodic Benefit (Income) Cost (Nine Months Ended June 30) | Metric | Pension Plan 2025 | Pension Plan 2024 | SERP 2025 | SERP 2024 | | :-------------------------------- | :---------------- | :---------------- | :-------- | :-------- | | Interest cost | $293,000 | $308,000 | $71,000 | $72,000 | | Expected return on plan assets | $(600,000) | $(575,000) | $0 | $0 | | Amortization of net actuarial gain | $0 | $0 | $0 | $(64,000) | | Net periodic benefit (income) cost | $(307,000) | $(267,000) | $71,000 | $8,000 | - The Pension Plan held **520,350** shares of Barnwell common stock at June 30, 2025, representing over **5%** of the Company's outstanding common shares[71](index=71&type=chunk)[100](index=100&type=chunk) [9. Income Taxes](index=21&type=section&id=9.%20INCOME%20TAXES) Income Tax (Benefit) Provision from Continuing Operations (Nine Months Ended June 30) | Metric | 2025 | 2024 | Change | % Change | | :-------------------------------- | :----------- | :----------- | :----------- | :------- | | Current | $186,000 | $140,000 | $46,000 | 32.9% | | Deferred | $(51,000) | $47,000 | $(98,000) | -208.5% | | Total Income tax (benefit) provision | $135,000 | $187,000 | $(52,000) | -27.8% | - Consolidated taxes do not bear a customary relationship to pretax results due to separate taxation in Canada and the U.S., inability to offset operating results between Canadian subsidiaries, and limited sheltering of non-unitary income from Hawaii land investment partnerships[72](index=72&type=chunk) - The 'One Big Beautiful Bill Act,' signed on July 4, 2025, permanently extends **100%** bonus depreciation for certain capital expenditures. The Company is evaluating its full impact, which is not reflected in the June 30, 2025 financial statements[73](index=73&type=chunk) [10. Segment Information](index=22&type=section&id=10.%20SEGMENT%20INFORMATION) - Following the sale of the contract drilling segment, Barnwell's continuing operations consist of two principal business segments: Oil and Natural Gas (Canada, U.S. states of Oklahoma and Texas) and Land Investment (leasehold land interests in Hawaii)[74](index=74&type=chunk)[75](index=75&type=chunk) Segment Revenues (Nine Months Ended June 30) | Segment | 2025 | 2024 | Change | % Change | | :-------------------- | :----------- | :----------- | :----------- | :------- | | Oil and natural gas | $10,593,000 | $13,726,000 | $(3,133,000) | -22.8% | | Land investment | $0 | $500,000 | $(500,000) | -100.0% | | Total revenues | $10,695,000 | $14,346,000 | $(3,651,000) | -25.5% | Segment Operating Profit (Nine Months Ended June 30) | Segment | 2025 | 2024 | Change | % Change | | :-------------------- | :--------- | :--------- | :--------- | :------- | | Oil and natural gas | $663,000 | $2,000 | $661,000 | 33050.0% | | Land investment | $0 | $500,000 | $(500,000) | -100.0% | | Total operating profit | $720,000 | $566,000 | $154,000 | 27.2% | [11. Revenue From Contracts With Customers](index=23&type=section&id=11.%20REVENUE%20FROM%20CONTRACTS%20WITH%20CUSTOMERS) Disaggregated Revenue by Stream (Nine Months Ended June 30) | Revenue Stream | 2025 | 2024 | Change | % Change | | :-------------------- | :----------- | :----------- | :----------- | :------- | | Oil | $8,104,000 | $10,474,000 | $(2,370,000) | -22.6% | | Natural gas | $1,267,000 | $1,768,000 | $(501,000) | -28.3% | | Natural gas liquids | $1,222,000 | $1,484,000 | $(262,000) | -17.7% | | Contingent residual payments | $0 | $500,000 | $(500,000) | -100.0% | | Other | $58,000 | $66,000 | $(8,000) | -12.1% | | Total revenues before interest income | $10,651,000 | $14,292,000 | $(3,641,000) | -25.5% | Disaggregated Revenue by Geographical Region (Nine Months Ended June 30) | Region | 2025 | 2024 | Change | % Change | | :-------------------- | :----------- | :----------- | :----------- | :------- | | United States | $1,078,000 | $2,463,000 | $(1,385,000) | -56.2% | | Canada | $9,573,000 | $11,829,000 | $(2,256,000) | -19.1% | | Total revenues before interest income | $10,651,000 | $14,292,000 | $(3,641,000) | -25.5% | Accounts Receivables from Contracts with Customers | Date | Amount | | :-------------------- | :----------- | | June 30, 2025 | $1,128,000 | | September 30, 2024 | $1,472,000 | | September 30, 2023 | $2,344,000 | *Accounts receivables from contracts with customers **decreased by $344,000** from September 30, 2024, to June 30, 2025* [12. Accumulated Other Comprehensive Income](index=25&type=section&id=12.%20ACCUMULATED%20OTHER%20COMPREHENSIVE%20INCOME) Accumulated Other Comprehensive Income (Nine Months Ended June 30) | Component | 2025 | 2024 | Change | % Change | | :--------------------------------------- | :----------- | :----------- | :----------- | :------- | | Net current period other comprehensive income (Foreign currency translation) | $53,000 | $20,000 | $33,000 | 165.0% | | Net current period other comprehensive loss (Retirement plans) | $0 | $(64,000) | $64,000 | -100.0% | | Accumulated other comprehensive income, net of taxes (End of period) | $1,996,000 | $2,060,000 | $(64,000) | -3.1% | [13. Fair Value Measurements](index=25&type=section&id=13.%20FAIR%20VALUE%20MEASUREMENTS) - The fair values of cash, receivables, payables, and current liabilities approximate their carrying values due to their short-term nature[83](index=83&type=chunk) - Fair values of oil and natural gas properties and asset retirement obligations are based on estimated discounted cash flow models and market assumptions, **primarily using Level 3 inputs** such as future commodity prices, reserve projections, development costs, production rates, and risk-adjusted discount rates[84](index=84&type=chunk)[86](index=86&type=chunk) [14. Debt](index=26&type=section&id=14.%20DEBT) - In March 2025, the Company entered into an 11-month, **9.4%** annual interest rate financing agreement for **$183,000** to cover directors and officers insurance premiums. The outstanding liability was **$109,000** as of June 30, 2025[87](index=87&type=chunk) [15. Stockholders' Equity](index=26&type=section&id=15.%20STOCKHOLDERS'%20EQUITY) - The Board granted **105,820** restricted stock units (RSUs) to independent directors and **66,000** RSUs to the CEO in fiscal 2025, vesting ratably over three years[88](index=88&type=chunk)[89](index=89&type=chunk) Restricted Stock Unit Activity (October 1, 2024, to June 30, 2025) | Activity | Restricted Stock Units | Weighted-Average Grant Date Fair Value | | :-------------------- | :--------------------- | :------------------------------------- | | Nonvested at October 1, 2024 | 110,892 | $2.63 | | Granted | 171,820 | $1.82 | | Vested | (20,000) | $2.63 | | Forfeited | (78,356) | $2.13 | | Nonvested at June 30, 2025 | 184,356 | $2.09 | - On January 26, 2025, the Board adopted a shareholder rights plan, entitling holders to purchase common stock at **$9.00**, designed to impose **significant** dilution on any person or group acquiring **20%** or more of outstanding common stock without Board approval[92](index=92&type=chunk)[93](index=93&type=chunk) [16. Contingencies](index=28&type=section&id=16.%20CONTINGENCIES) - Management is not aware of any claims or litigation 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 the filing[96](index=96&type=chunk) [17. Information Relating to the Condensed Consolidated Statements of Cash Flows](index=28&type=section&id=17.%20INFORMATION%20RELATING%20TO%20THE%20CONDENSED%20CONSOLIDATED%20STATEMENTS%20OF%20CASH%20FLOWS) Supplemental Cash Flow Information (Nine Months Ended June 30) | Metric | 2025 | 2024 | Change | % Change | | :------------------------------------------------ | :----------- | :----------- | :----------- | :------- | | Cash paid for income taxes, net of refunds | $148,000 | $71,000 | $77,000 | 108.5% | | Prepaid insurance funded by short-term premium financing | $168,000 | $0 | $168,000 | N/A | - Capital expenditure accruals related to oil and natural gas exploration and development **decreased by $2,187,000** in the nine months ended June 30, 2025, compared to a **decrease of $628,000** in the prior year[97](index=97&type=chunk) [18. Related Party Transactions](index=28&type=section&id=18.%20RELATED%20PARTY%20TRANSACTIONS) - Kaupulehu Developments is entitled to receive payments from lot sales by KD I and KD II, entities within the Kukio Resort Land Development Partnerships where Barnwell holds indirect non-controlling interests. No lots were sold in the nine months ended June 30, 2025, compared to **$500,000** received in the prior year[98](index=98&type=chunk)[99](index=99&type=chunk) - During the three months ended June 30, 2025, the Barnwell Pension Plan purchased **48,664** shares of Barnwell common stock, resulting in the plan owning over **5%** of the Company's common shares outstanding[100](index=100&type=chunk) [19. Subsequent Events](index=29&type=section&id=19.%20SUBSEQUENT%20EVENTS) - On August 8, 2025, Barnwell agreed to sell all its U.S. oil and natural gas assets for **$2,300,000**, expecting to incur a **loss on sale of approximately $700,000** after taxes in Q3 2025. This sale means Barnwell will no longer own any U.S. oil and natural gas assets[101](index=101&type=chunk) - In August 2025, the promissory note from the Water Resources sale was amended, extending payment due dates and **increasing** the annual interest rate from zero to **12%** (from August 15, 2025) and then to **18%** (from December 15, 2025)[102](index=102&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on the Company's financial condition and results of operations, including forward-looking statements, critical accounting policies, current outlook, segment overview, detailed analysis of financial performance, and liquidity and capital resources, with a focus on continuing operations [Cautionary Statement Relevant to Forward-Looking Information](index=30&type=section&id=Cautionary%20Statement%20Relevant%20to%20Forward-Looking%20Information) - The report contains forward-looking statements based on current expectations, which involve risks, uncertainties, and assumptions that could cause actual results to differ materially. Barnwell disclaims any obligation to publicly update or revise these statements[105](index=105&type=chunk) [Critical Accounting Policies and Estimates](index=30&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) - The most critical accounting policies and estimates relate to the full-cost ceiling calculation, depletion of oil and natural gas properties, and income taxes. There have been no **significant** changes to these policies during the three and nine months ended June 30, 2025[106](index=106&type=chunk) [Current Outlook](index=30&type=section&id=Current%20Outlook) - The Company's ability to sustain its business depends on sufficient oil and natural gas **operating cash flows**, which are highly sensitive to fluctuating prices and operating expenses. Funding discretionary capital expenditures for reserve growth or replacement requires external debt/equity sources not currently in place[108](index=108&type=chunk)[109](index=109&type=chunk) - **Substantial doubt** exists about the Company's ability to continue as a going concern for one year due to shareholder contest costs, impacts of tariffs on oil prices, and uncertainty in cash inflows, which limit capital expenditures and funding for non-discretionary outflows[110](index=110&type=chunk)[111](index=111&type=chunk) - The Company is evaluating the impact of new FASB ASUs on segment reporting (ASU 2023-07), income tax disclosures (ASU 2023-09), and income statement expense disaggregation (ASU 2024-03), with some effective for fiscal 2025 or later[112](index=112&type=chunk)[113](index=113&type=chunk)[115](index=115&type=chunk) [Overview](index=32&type=section&id=Overview) - Following the sale of its contract drilling segment, Barnwell's continuing operations are focused on: 1) acquiring, developing, producing, and selling oil and natural gas in Canada and the U.S. (Oklahoma and Texas), and 2) leasehold land interests in Hawaii (land investment segment)[117](index=117&type=chunk)[118](index=118&type=chunk) - The land investment segment includes rights to percentage of sales payments from Increment I (now fully sold), potential future distributions from Increment II (not yet developed), and an indirect ownership interest in the Kukio Resort Land Development Partnerships[119](index=119&type=chunk)[121](index=121&type=chunk) [Results of Operations](index=34&type=section&id=Results%20of%20Operations) [Summary of Results From Continuing Operations](index=34&type=section&id=Summary%20of%20Results%20From%20Continuing%20Operations) - **Net loss** from continuing operations attributable to Barnwell **increased by $532,000** to **$1,550,000** for the three months ended June 30, 2025, compared to **$1,018,000** in the prior year[123](index=123&type=chunk) - For the nine months ended June 30, 2025, **net loss** from continuing operations **increased by $2,012,000** to **$4,686,000**, compared to **$2,674,000** in the prior year, driven by higher general and administrative expenses, **decreased** equity in income from affiliates, and lower oil and natural gas revenues[124](index=124&type=chunk)[125](index=125&type=chunk) - General and administrative expenses **increased by $1,314,000** for the nine months, **primarily due to $1,599,000** in costs related to shareholder consent solicitation, legal actions, and a proxy contest, partially offset by estimated insurance recoveries[124](index=124&type=chunk) [General](index=35&type=section&id=General) - Barnwell is subject to foreign currency translation and transaction gains/losses due to Canadian dollar fluctuations against the U.S. dollar. The average Canadian dollar exchange rate **decreased by 1%** and **3%** for the three and nine months ended June 30, 2025, respectively, compared to prior periods[126](index=126&type=chunk)[127](index=127&type=chunk) - Other comprehensive loss from foreign currency translation adjustments was **$37,000** for the three months ended June 30, 2025, a **$49,000** change from income of **$12,000** in the prior year, with no taxes due to a full valuation allowance[127](index=127&type=chunk) [Oil and Natural Gas](index=35&type=section&id=Oil%20and%20Natural%20Gas) Average Price Per Unit (Three Months Ended June 30) | Commodity | 2025 | 2024 | Change | % Change | | :-------------------- | :----- | :----- | :----- | :------- | | 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% | Net Production Volumes (Three Months Ended June 30) | Commodity | 2025 | 2024 | Change | % Change | | :-------------------- | :------- | :------- | :------- | :------- | | 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% | - Oil and natural gas revenues **decreased by $1,299,000 (29%)** and **$3,133,000 (23%)** for the three and nine months ended June 30, 2025, respectively, **primarily due to** decreases in production from natural declines and properties sold, as well as lower oil prices[136](index=136&type=chunk) - The Company amended Canadian natural gas and oil sales contracts in February and June 2025, respectively, to fix prices for certain volumes, representing approximately **39%** of Canadian natural gas gross production and **18%** of Canadian oil gross production for the nine months ended June 30, 2025[137](index=137&type=chunk)[138](index=138&type=chunk) [Sale of Interest in Leasehold Land](index=38&type=section&id=Sale%20of%20Interest%20in%20Leasehold%20Land) - No revenues from the sale of interest in leasehold land were recorded for the three and nine months ended June 30, 2025, compared to **$500,000** for the nine months ended June 30, 2024, which resulted from the sale of the last two single-family lots in Increment I[143](index=143&type=chunk) - There is no assurance of future sales or development of Increment II, where the Company holds an indirect non-controlling ownership interest[144](index=144&type=chunk) [General and Administrative Expenses](index=39&type=section&id=General%20and%20Administrative%20Expenses) - General and administrative expenses **increased by $565,000 (43%)** for the three months and **$1,314,000 (34%)** for the nine months ended June 30, 2025, **primarily due to $657,000** and **$1,599,000**, respectively, in new fees and costs related to a shareholder consent solicitation, legal actions, and a proxy contest, partially offset by estimated insurance recoveries[145](index=145&type=chunk)[146](index=146&type=chunk) - Related costs are expected to continue beyond June 30, 2025, as the annual stockholders meeting was rescheduled due to a lack of quorum, and the amount of future costs is uncertain[147](index=147&type=chunk) [Depletion, Depreciation, and Amortization](index=39&type=section&id=Depletion,%20Depreciation,%20and%20Amortization) - Depletion, depreciation, and amortization **decreased by $450,000 (35%)** and **$1,593,000 (39%)** for the three and nine months ended June 30, 2025, respectively, **primarily due to** a lower depletion rate resulting from **significant** ceiling test impairments in prior periods and **decreased** production[148](index=148&type=chunk)[141](index=141&type=chunk) [Impairment of Assets](index=39&type=section&id=Impairment%20of%20Assets) - The Company incurred non-cash ceiling test impairments for its U.S. oil and natural gas properties of **$200,000** and **$865,000** for the three and nine months ended June 30, 2025, respectively. This is a **decrease from $599,000** and **$2,276,000** in the prior year periods, which included Canadian properties[150](index=150&type=chunk)[151](index=151&type=chunk) - Future declines in the 12-month historical rolling average first-day-of-the-month oil and gas prices could lead to further impairment write-downs in the quarter ending September 30, 2025[152](index=152&type=chunk) [Foreign Currency (Gain) Loss](index=40&type=section&id=Foreign%20Currency%20(Gain)%20Loss) - The Company recorded a **$219,000** foreign currency gain for the three months ended June 30, 2025, compared to a **$61,000 loss** in the prior year. For the nine months, a **$122,000** foreign currency **loss** was recorded, compared to a **$63,000 loss** in the prior year, due to exchange rate changes on intercompany loans[153](index=153&type=chunk) [Equity in Income of Affiliates](index=40&type=section&id=Equity%20in%20Income%20of%20Affiliates) - Equity in income of affiliates was nil for the three and nine months ended June 30, 2025, a **decrease from $1,071,000** for the nine months ended June 30, 2024. This decline is **primarily due to** no lot sales by the Kukio Resort Land Development Partnerships in the current period[154](index=154&type=chunk) - The Company suspended equity method earnings recognition in Q2 2021 after cumulative distributions exceeded its investment balance. Future earnings will only be recognized once its share of cumulative earnings exceeds distributions during the suspended period[157](index=157&type=chunk) [Income Taxes](index=41&type=section&id=Income%20Taxes) - Barnwell's effective consolidated income tax rate from continuing operations was **2%** for the three months and **(3%)** for the nine months ended June 30, 2025, compared to **(2%)** and **(8%)** for the same periods in 2024[159](index=159&type=chunk) - The non-customary relationship between consolidated taxes and pretax results is due to separate taxation in Canada and the U.S., inability to offset operating results between Canadian subsidiaries, and limited sheltering of non-unitary income from Hawaii land investment partnerships[160](index=160&type=chunk) [Net (Loss) Earnings Attributable to Non-controlling Interests](index=42&type=section&id=Net%20(Loss)%20Earnings%20Attributable%20to%20Non-controlling%20Interests) - **Net loss** attributable to non-controlling interests totaled **$3,000** and **$5,000** for the three and nine months ended June 30, 2025, respectively, a **significant** change from **net earnings of $12,000** and **$236,000** in the prior year periods. This change is **primarily due to** decreases in equity in income of affiliates and percentage of sales revenues[163](index=163&type=chunk) [Net (Loss) Earnings From Discontinued Operations](index=42&type=section&id=Net%20(Loss)%20Earnings%20From%20Discontinued%20Operations) - **Net earnings** from discontinued operations were **$12,000** for the nine months ended June 30, 2025, compared to a **net loss of $1,008,000** in the prior year, following the sale of the contract drilling segment on March 14, 2025[164](index=164&type=chunk)[165](index=165&type=chunk) [Liquidity and Capital Resources](index=42&type=section&id=Liquidity%20and%20Capital%20Resources) - At June 30, 2025, Barnwell had a working capital deficit of **$1,321,000**, including **$918,000** in incurred but unpaid legal and professional service costs related to shareholder contests, net of **$348,000** in estimated insurance recoveries[167](index=167&type=chunk)[168](index=168&type=chunk) - The Company's **primary liquidity sources** are cash on hand and cash flow from oil and natural gas operations, as cash flow from the land investment segment is expected to be intermittent and not **significant**[167](index=167&type=chunk) - **Substantial doubt** about the Company's ability to continue as a going concern persists due to uncertainties in oil and natural gas cash inflows, shareholder contest costs, and the impact of tariffs, despite the recent sale of U.S. oil and natural gas properties[174](index=174&type=chunk)[175](index=175&type=chunk) [Cash Flows From Continuing Operations](index=43&type=section&id=Cash%20Flows%20From%20Continuing%20Operations) - **Cash flows used in continuing operations totaled $1,163,000** for the nine months ended June 30, 2025, a **$5,512,000 decrease** from **$4,349,000** provided in the prior year, **primarily due to** lower oil and natural gas operating results, higher G&A expenses from shareholder contests, and no land investment distributions[169](index=169&type=chunk) - **Cash flows used in investing activities** from continuing operations **increased by $506,000** to **$2,235,000**, driven by higher capital expenditures in oil and natural gas and cash divested from discontinued operations, partially offset by dividends and note receivable payments from discontinued operations[170](index=170&type=chunk) - **Cash flows used in financing activities** from continuing operations **decreased by $166,000** to **$60,000**, mainly due to a **decrease** in distributions to non-controlling interests, partially offset by repayments for insurance premium financing[171](index=171&type=chunk) [Going Concern](index=43&type=section&id=Going%20Concern) - The Company's future sustainability hinges on sufficient oil and natural gas **operating cash flows**, which are vulnerable to price fluctuations and operating expenses. Discretionary capital expenditures require external funding not currently secured[173](index=173&type=chunk) - **Substantial doubt** about the Company's ability to continue as a going concern for one year exists due to **increased** uncertainty in oil and natural gas cash inflows, shareholder contest costs, and the economic impact of tariffs, limiting funding for both discretionary and non-discretionary outflows[174](index=174&type=chunk) [Oil and Natural Gas Capital Expenditures](index=44&type=section&id=Oil%20and%20Natural%20Gas%20Capital%20Expenditures) Oil and Natural Gas Capital Expenditures (Excluding Acquisitions and ARO) | Period | 2025 | 2024 | Change | % Change | | :-------------------- | :--------- | :--------- | :--------- | :------- | | Three months ended June 30 | $385,000 | $751,000 | $(366,000) | -48.7% | | Nine months ended June 30 | $767,000 | $1,806,000 | $(1,039,000) | -57.5% | - Estimated investments in oil and natural gas properties for fiscal 2025 range from **$800,000** to **$1,000,000**, subject to adjustment based on cash flows and management's assessment of the market[177](index=177&type=chunk) [Oil and Natural Gas Property Dispositions](index=44&type=section&id=Oil%20and%20Natural%20Gas%20Property%20Dispositions) - No **significant** oil and natural gas property dispositions occurred during the nine months ended June 30, 2025, though **$282,000** in proceeds from a late September 2024 sale were credited in October 2024[178](index=178&type=chunk) - On August 8, 2025, Barnwell agreed to sell all its U.S. oil and natural gas assets for **$2,300,000**, meaning the Company will no longer own any U.S. oil and natural gas assets[180](index=180&type=chunk) [Item 4. Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the Company's disclosure controls and procedures, confirming their effectiveness as of June 30, 2025, and stating that no material changes occurred in internal control over financial reporting during the quarter [Disclosure Controls and Procedures](index=45&type=section&id=Disclosure%20Controls%20and%20Procedures) - Barnwell's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of June 30, 2025[182](index=182&type=chunk) [Changes in Internal Control Over Financial Reporting](index=45&type=section&id=Changes%20in%20Internal%20Control%20Over%20Financial%20Reporting) - There were no changes in Barnwell's internal control over financial reporting during the quarter ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, its internal control over financial reporting[183](index=183&type=chunk) [PART II - OTHER INFORMATION](index=46&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=46&type=section&id=Item%201.%20Legal%20Proceedings) This section details the legal dispute between Barnwell and the Sherwood Group regarding director nominations, culminating in a Delaware Chancery Court ruling in favor of the Company, invalidating the Sherwood Group's nominations - Barnwell filed a lawsuit against the Sherwood Group in Delaware Chancery Court, seeking declaratory judgment that the Sherwood Group's director nomination notice for the 2025 Annual Meeting was invalid due to non-compliance with Company Bylaws[185](index=185&type=chunk) - On May 21, 2025, the Delaware Chancery Court ruled in favor of Barnwell, confirming the invalidity of the Sherwood nomination notice and that the Board properly applied the Bylaws. The Sherwood Group did not appeal[187](index=187&type=chunk) [Item 1A. Risk Factors](index=46&type=section&id=Item%201A.%20Risk%20Factors) This section updates the Company's risk factors, highlighting the significant negative impact of activist shareholder actions on business strategies and financial condition, and reiterating substantial doubt about the Company's ability to continue as a going concern - Continued actions by an activist shareholder (Sherwood Group) have had, and are expected to continue to have, a **significant negative impact** on Barnwell's ability to execute business strategies, resulting in **substantial** legal and advisory fees and potential disruption to business opportunities and employee retention[190](index=190&type=chunk)[191](index=191&type=chunk) - The Company faces **substantial doubt** about its ability to continue as a going concern due to insufficient oil and natural gas **operating cash flows**, dependence on volatile oil and natural gas prices, and the financial strain from shareholder contest costs and tariffs[192](index=192&type=chunk)[193](index=193&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=47&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section provides details on purchases of Barnwell common stock by the Barnwell Industries, Inc. Employees' Pension Plan Trust, an affiliated purchaser, during the three months ended June 30, 2025 - On July 3, 2025, the Barnwell Industries, Inc. Employees' Pension Plan Trust reported beneficial ownership of **520,350** shares of Barnwell common stock, representing over **5%** of the Company's outstanding shares[195](index=195&type=chunk) Purchases of Equity Securities by Barnwell Pension Plan (Three Months Ended June 30, 2025) | Period | Total number of shares purchased | Average price paid per share | | :-------------------- | :----------------------------- | :--------------------------- | | 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 | | [Item 5. Other Information](index=48&type=section&id=Item%205.%20Other%20Information) This section confirms that no director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended June 30, 2025 - No director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" during the three months ended June 30, 2025[198](index=198&type=chunk) [Item 6. Exhibits](index=49&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Form 10-Q, including the Purchase and Sale Agreement, CEO and CFO certifications, and XBRL-related documents - Key exhibits filed include the Purchase and Sale Agreement (Exhibit 10.1), CEO and CFO certifications (Exhibits 31.1, 31.2, 32), and Inline XBRL documents (Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104)[200](index=200&type=chunk) [Signature](index=50&type=section&id=Signature) This section contains the official signature block for the Form 10-Q filing, signed by Russell M. Gifford, Executive Vice President, Chief Financial Officer, and Treasurer - The report was signed on August 13, 2025, by Russell M. Gifford, Executive Vice President, Chief Financial Officer, and Treasurer of Barnwell Industries, Inc[203](index=203&type=chunk) [Index to Exhibits](index=51&type=section&id=Index%20to%20Exhibits) This section provides a duplicate listing of the exhibits included in the Form 10-Q filing - The index reiterates the list of exhibits filed with the Form 10-Q, including the Purchase and Sale Agreement, certifications, and XBRL documents[204](index=204&type=chunk) ```

Core Points - Barnwell Industries, Inc. has adjourned its 2025 Annual Meeting of Shareholders to September 3, 2025, due to the inability to obtain a quorum [1][3] - Shareholders of record as of July 21, 2025, are eligible to vote at the adjourned meeting [1][4] - The meeting remains uncontested, and the adjournment does not reopen the nomination window for director elections [4] Shareholder Voting - Shareholders are encouraged to vote on the WHITE proxy card for all of Barnwell's director nominees [2][7] - Those who previously voted on the Sherwood Group's green proxy card can change their vote to the WHITE proxy card to contribute to the quorum [2][7] - An amended notice and updated proxy materials will be sent to shareholders of record following the new record date [4] Company Commentary - Kenneth Grossman, Vice Chairman of Barnwell's Board, expressed optimism about the company's future and the value of its assets, while criticizing Ned Sherwood's actions as obstructive [3] - The company plans to actively solicit shareholders to achieve a quorum for the Annual Meeting [3]

Core Points - Barnwell Industries, Inc. has adjourned its 2025 Annual Meeting of Shareholders to June 17, 2025, due to the Sherwood Group's refusal to vote the proxies they solicited from shareholders [1][4] - The Sherwood Group's actions have led to a second adjournment, as they are not submitting the green proxy cards, which is impacting the voting process [2][3] - Heather Isidoro, a director elected as part of the Sherwood Group's solicitation, has resigned from the Board effective immediately [3] Company Actions - The Company is seeking to achieve a quorum for the Annual Meeting and prevent further expenses related to the extended meeting process [3] - Barnwell will disclose Isidoro's resignation to the SEC through a Current Report on Form 8-K [3] Shareholder Guidance - Shareholders are encouraged to vote on the WHITE proxy card for all Barnwell nominees, and those who previously voted on the Sherwood Group's green proxy card can change their vote [6]

Core Viewpoint - Barnwell Industries, Inc. has adjourned its 2025 Annual Meeting of Shareholders due to the Sherwood Group's refusal to vote the proxies they solicited, which has led to significant expenses and prevented the company from reaching a quorum for the first time in its 70-year history [1][2][3]. Group 1: Meeting Details - The 2025 Annual Meeting of Shareholders was held on May 29, 2025, and has been adjourned to June 2, 2025, at 9:00 a.m. HST [1][4]. - The meeting will take place at Suite 210, Alakea Corporate Tower, 1100 Alakea Street, Honolulu, Hawaii [4]. Group 2: Sherwood Group's Actions - Ned Sherwood and his affiliates, collectively known as the Sherwood Group, actively solicited proxies from Barnwell shareholders but failed to submit them, which is seen as a deliberate attempt to disenfranchise shareholders [2][3]. - Sherwood's actions contradict his public statement claiming to respect the will of the shareholders, leading to unnecessary expenses for the company [2][3]. Group 3: Legal and Regulatory Response - The company is consulting with legal and regulatory counsel to pursue remedies ensuring shareholders have a fair opportunity to vote at the reconvened meeting [4]. - The conduct of the Sherwood Group may constitute violations of federal securities laws, including anti-fraud provisions [3].

Core Points - The Delaware Court of Chancery ruled in favor of Barnwell Industries, confirming that the Sherwood Group's director nomination notice was deficient and did not comply with the company's bylaws, leading to the disqualification of their nominees for the 2025 Annual Meeting [1] - The 2025 Annual Meeting is scheduled to be held as an uncontested election on May 29, 2025 [1] - Alexander C. Kinzler, a 9.8% stockholder, has decided not to stand for election at the 2025 Annual Meeting following the Sherwood Group's recent consent solicitation [2] Company Statements - Joshua Horowitz, an independent director and Chairman of the Nomination and Executive Committees, expressed satisfaction with the court's ruling and urged the Sherwood Group to cease its disruptive campaigns, emphasizing a focus on value creation for the company [2] - The company acknowledged Kinzler's contributions to the Board and welcomed Heather Isidoro, highlighting her industry expertise and relevant experience [3] - Barnwell plans to file supplemental materials with the Securities and Exchange Commission regarding the uncontested 2025 Annual Meeting and the court ruling [3]

Core Viewpoint - The Sherwood Group, a significant shareholder of Barnwell Industries, criticizes the company's financial performance and governance, urging shareholders to focus on the deteriorating financial results and the recent going concern warning disclosed in their 10-Q [1][3]. Financial Performance - Barnwell has a long history of financial underperformance, with a distressed balance sheet and ongoing losses from operations, even during favorable commodity cycles [3][4]. - The company has spent nearly $1 million in legal fees recently and approximately $7 million over the past several years, raising concerns about its financial management [3]. - The recent financial issues are attributed to wasteful spending on non-economic matters, with a going concern warning indicating serious financial distress [3][6]. Governance Issues - The current board is accused of failing to align with shareholder interests and not taking responsibility for the company's financial decline [2][6]. - The Sherwood Group emphasizes the need for urgent changes in governance and capital allocation to restore trust and accountability [6]. - There are concerns about the board's decision-making, particularly regarding the lack of hedging activities that could mitigate volatility in energy prices [3]. Shareholder Engagement - The Sherwood Group calls for respect for shareholder votes and transparency in governance, criticizing Barnwell for not honoring the results of the consent solicitation [5][6]. - The group has encouraged shareholders to support their board nominees and abandon efforts to block a universal proxy [7].

Core Viewpoint - Barnwell Industries, Inc. is committed to serving the best interests of all shareholders and maintaining governance best practices amidst ongoing attempts by the Sherwood Group to take control of the company [1][2]. Governance and Board Composition - The Board of Directors of Barnwell has welcomed Heather Isidoro as a new member, reflecting shareholder input and a commitment to long-term value creation [3][4]. - Barnwell's directors are experienced and aligned with shareholder interests, focusing on long-term value rather than personal agendas [2]. Response to Sherwood Group - Both Institutional Shareholder Services and Glass Lewis have rejected the Sherwood Group's attempts to take control, recommending shareholders vote for Barnwell's current directors [5]. - The Sherwood Group has been accused of distorting facts and lacking a credible plan for Barnwell's future, with no clear operating strategy or vision presented [7][10]. Company Performance and Strategy - Under the current Board's oversight, Barnwell has executed profitable land sales in Hawaii, maintained discipline through volatile energy cycles, reduced non-proxy contest related SG&A expenses, and explored strategic capital allocation opportunities [8]. - Barnwell has offered the Chairmanship to Mr. Sherwood as a gesture of good faith, which he rejected, indicating a lack of genuine interest in collaboration [9]. Legal and Governance Matters - Barnwell is awaiting a decision from the Delaware Court of Chancery regarding the validity of the Sherwood Group's nomination notice for the upcoming 2025 annual meeting [11]. - The company remains open to constructive discussions with the Sherwood Group to resolve governance matters collaboratively [12].

[Financial Highlights](index=1&type=section&id=Financial%20Highlights) Barnwell Industries reported Q2 2025 revenue from continuing operations of $3.57 million and a net loss of $1.54 million, primarily due to increased general and administrative expenses from a proxy contest Comparative Financial Performance | Financial Metric | Q2 2025 | Q2 2024 | | :--- | :--- | :--- | | Revenue from Continuing Operations | $3,569,000 | $4,678,000 | | Net Loss from Continuing Operations | $(1,538,000) | $(1,306,000) | | Net Loss per Share from Continuing Operations | $(0.15) | $(0.13) | | Net Loss Attributable to Barnwell | $(1,207,000) | $(1,772,000) | - The net loss from continuing operations for Q2 2025 was exacerbated by a **$906,000 (72%)** increase in general and administrative expenses, which included **$978,000** in new costs related to a shareholder consent solicitation and proxy contest[3](index=3&type=chunk) [Analysis of Operations](index=1&type=section&id=Analysis%20of%20Operations) Operational performance was impacted by production declines in oil and gas, no land sales, and the reclassification of the contract drilling business as discontinued operations [Oil and Gas Operations](index=1&type=section&id=Non-Cash%20Impairment%2C%20Oil%20and%20Gas%20Production) The oil and gas segment saw production declines but a significantly lower non-cash impairment charge and decreased depletion expenses partially offset the financial impact Year-over-Year Production Changes | Production Change (YoY) | Percentage Decrease | | :--- | :--- | | Oil | 14% | | Natural Gas | 24% | | Natural Gas Liquids | 13% | - A non-cash ceiling test impairment of **$52,000** was recorded, a decrease of **$1,625,000** from the **$1,677,000** impairment in the prior year's second quarter[4](index=4&type=chunk) - Oil and natural gas depletion expense decreased by **$589,000** compared to Q2 2024, due to a lower depletion rate from prior years' write-downs and decreased production[4](index=4&type=chunk) [Land Investment Segment](index=1&type=section&id=Land%20Investment%20Segment) Operating results for the land investment segment decreased by $500,000 due to no lot sales in Q2 2025, compared to two lots sold in the prior year - The land investment segment's operating results decreased by **$500,000** as no lots were sold in Q2 2025, compared to two lots sold in Q2 2024[3](index=3&type=chunk) [Sale of Contract Drilling Business (Discontinued Operations)](index=1&type=section&id=Sale%20of%20our%20Water%20Drilling%20Subsidiary) The company sold its water drilling subsidiary for $1.05 million, recording a $193,000 loss, and reclassified the business as discontinued operations - Completed the sale of its subsidiary, Water Resources International, Inc., for **$1,050,000**[5](index=5&type=chunk) - Recorded a loss of **$193,000** on the sale in the quarter ended March 31, 2025[5](index=5&type=chunk) - The results of the contract drilling business have been reclassified as discontinued operations for all periods presented[5](index=5&type=chunk) [Corporate Developments and Outlook](index=2&type=section&id=Corporate%20Developments%20and%20Outlook) The company faces significant financial pressure from a proxy contest and lower oil prices, raising substantial doubt about its going concern ability, prompting exploration of funding and cost reductions [Proxy Contest and Going Concern](index=2&type=section&id=Proxy%20Contest%2C%20Expenses%20Increase) The ongoing proxy contest and oil price impacts are causing high administrative expenses and cash flow uncertainty, leading to substantial doubt about the company's going concern ability - The ongoing proxy contest will continue to affect general and administrative expenses beyond March 31, 2025[6](index=6&type=chunk) - The company faces substantial doubt about its ability to continue as a going concern due to proxy contest costs and the impact of tariffs on oil prices[7](index=7&type=chunk) - Potential funding sources being investigated include debt financing, non-core property sales, and the sale of interests in the Kukio Resort Land Development Partnerships[7](index=7&type=chunk) [CEO's Summary and Outlook](index=2&type=section&id=Summary%20and%20Outlook) CEO Craig D. Hopkins noted the proxy contest harmed liquidity, while the contract drilling business sale aims to refocus and reduce costs, with the company ending Q2 2025 with a working capital deficit and $1.43 million cash - CEO Craig D. Hopkins noted the proxy contest has negatively impacted liquidity and hindered investment[8](index=8&type=chunk) - The sale of the contract drilling business is a strategic move to refocus efforts and reduce fixed costs[8](index=8&type=chunk) - The company ended the quarter with a working capital deficit of **$57,000** and cash and cash equivalents of **$1,432,000**[8](index=8&type=chunk) [Comparative Operating Results](index=3&type=section&id=COMPARATIVE%20OPERATING%20RESULTS) The company presented comparative operating results for the three and six-month periods ending March 31, 2025, showing year-over-year declines in revenues and increased net losses from continuing operations Comparative Operating Results (Unaudited) | (Unaudited) | Three months ended March 31, | Six months ended March 31, | | :--- | :--- | :--- | | | **2025** | **2024** | **2025** | **2024** | | **Revenues** | $3,569,000 | $4,678,000 | $7,503,000 | $9,840,000 | | **Net loss from continuing operations** | $(1,538,000) | $(1,306,000) | $(3,136,000) | $(1,656,000) | | **Net earnings (loss) from discontinued operations** | $331,000 | $(466,000) | $12,000 | $(780,000) | | **Net loss attributable to Barnwell** | $(1,207,000) | $(1,772,000) | $(3,124,000) | $(2,436,000) | | **Net loss per share from continuing operations** | $(0.15) | $(0.13) | $(0.31) | $(0.16) |