Barnwell Industries Inc 2023年度报告

☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year ended September 30, 2024or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 Commission File Number 1-5103 Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.o Yesx No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of theAct. o Yesx No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filing requirements for the past 90 days.x YesoNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or forsuch shorter period that the registrant was required to submit such files). x Yeso 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. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act. o Indicate by check mark whether the Registrant has filed a report on and attestation to its management’s assessmentof the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to previously issued financialstatements. o Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registrant's executive officers during the relevant recoveryperiod pursuant to §240.10D-1(b). o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐YesxNo The aggregate market value of the voting common stock held by non-affiliates of the registrant, computed byreference to the closing price of a share of common stock on March 31, 2024 (the last business day of the registrant’smost recently completed second fiscal quarter) was $8,474,000. As of December 13, 2024 there were 10,053,534 shares of common stock outstanding. 1.Proxy statement, to be forwarded to stockholders on or about January 10, 2025, is incorporated byreference in Part III hereof. TABLE OF CONTENTS Glossary of Terms3Discussion of Forward-Looking Statements4 PART I Item 1.Business5Item 1A.Risk Factors19Item 1B.Unresolved Staff Comments31Item 1C.Cybersecurity31Item 2.Properties32Item 3.Legal Proceedings32Item 4.Mine Safety Disclosures32 Item 5.Market For Registrant’s Common Equity, RelatedStockholder Matters and Issuer Purchases of EquitySecurities33Item 6.[Reserved]34Item 7.Management’s Discussion and Analysis of FinancialCondition and Results of Operations35Item 7A.Quantitative and Qualitative Disclosures About MarketRisk53Item 8.Financial Statements and Supplementary Data54Item 9.Changes in and Disagreements with Accountants onAccounting and Financial Disclosure112Item 9A.Controls and Procedures112Item 9B.Other Information113 Item 9C.Disclosure Regarding Foreign Jurisdictions That PreventInspections113 PART III Item 10.Directors, Executive Officers and Corporate Governance114Item 11.Executive Compensation114Item 12.Security Ownership of Certain Beneficial Owners andManagement and Related Stockholder Matters114Item 13.Certain Relationships and Related Transactions, andDirector Independence115Item 14.Principal Accounting Fees and Services115 Item 15.Exhibits, Financial Statement Schedules116Signatures119Index to Exhibits121 2 GLOSSARY OF TERMS Unless otherwise indicated, all references to “dollars” in this Form 10-K are toU.S. dollars. amounts before deduction of the royalty share due others.-InSite Petroleum Consultants Ltd.-KD Acquisition, LLLP, formerly known as WB KD Acquisition, LLC-KD Acquisition II, LP, formerly known as WB KD Acquisition, II, LLCKD Development, LLC-KD Kona 2013 LLLP-KKM Makai, LLLP-The following partners