Barnwell Industries (BRN) risk factors, FY2025 10-K

Barnwell Industries's FY2025 10-K, filed Dec 23, 2025, lists 31 risk factors in 2 groups. Against the prior year's 39: 2 new, 10 dropped, 3 substantially reworded.

Risk factors listed
312 groups
New this year
2vs 39 last year
Dropped
10since the prior 10-K
Substantially reworded
3of those kept
Section length
6k wordsItem 1A

What the changes say

  • Increased focus on going concern risks amid cash flow pressures from commodity prices and aging wells.
  • Activist shareholder conflict with the Sherwood Group creates ongoing advisory expenses and business uncertainties.
  • Pension plan asset value and insider stock concentrations present significant balance sheet and governance sensitivities.

What changed since the prior 10-K

New

  • New

    The Company faces issues that could impair our ability to continue as a going concern in the future

    We face going concern risks due to potential insufficiency of oil and gas operating cash flows and lack of external funding sources to cover operating expenses and asset retirement obligations.

  • New

    Continued actions by an activist shareholder have had, and may continue to have, a significant negative impact on our ability to execute our business strategies and have had, and may continue to have, an adverse affect on our results of operations and financial condition

    Activist actions by the Sherwood Group have caused substantial legal and advisory expenses and created uncertainties that could disrupt business strategies and executive retention.

Dropped

  • DroppedRisks Related to Oil and Natural Gas Segment

    An increase in operating costs greater than anticipated could have a material adverse effect on our results of operations and financial condition

  • DroppedRisks Related to Oil and Natural Gas Segment

    Our operating results are affected by our ability to market the oil and natural gas that we produce

  • DroppedRisks Related to Oil and Natural Gas Segment

    insurance premiums or other costs will not rise significantly in the future, so as to make the cost of such insurance prohibitive

  • DroppedRisks Related to Contract Drilling Segment

    Demand for water well drilling and/or pump installation is volatile. A decrease in demand for our services could adversely affect our revenues and results of operations

  • DroppedRisks Related to Contract Drilling Segment

    If we are unable to accurately estimate the overall risks, requirements or costs when bidding on or negotiating a contract that is ultimately awarded, we may achieve a lower than anticipated profit or incur a loss on the contract

  • DroppedRisks Related to Contract Drilling Segment

    A significant portion of our contract drilling business is dependent on municipalities and a decline in municipal spending could adversely impact our business

  • DroppedRisks Related to Contract Drilling Segment

    Our contract drilling operations face significant competition

  • DroppedRisks Related to Contract Drilling Segment

    Supply chain and manufacturing issues of well drilling and pump installation equipment could adversely affect our operating results

  • DroppedRisks Related to Contract Drilling Segment

    Awarding of contracts is dependent upon our ability to obtain contract bid and performance bonds from insurers

  • DroppedRisks Related to Contract Drilling Segment

    The contracts in our backlog are subject to change orders and cancellation

Reworded

  • 100% rewrittenRisks Related to Land Investment Segment

    Receipt of future payments from KD II and cash distributions from the Kukio Resort Land Development Partnerships is dependent upon the developer’s continued efforts and ability to develop the property

    The entire risk disclosure regarding future payments from KD II and Kukio Resort Land Development Partnerships was removed.

  • 32% rewritten

    A small number of stockholders, including our General Counsel and Secretary, own a significant amount of our common stock and may have influence over the Company

    Updated the date reference from September 30, 2024 to September 30, 2025 regarding insider stock ownership.

  • 31% rewritten

    Declines in the price of our common stock could adversely affect the value of an asset on our balance sheet and our stockholders’ equity

    Updated pension asset figures for September 30, 2025 to $5,928,000, representing 28% of total assets and 85% of stockholders equity.

All 31 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01The Company faces issues that could impair our ability to continue as a going concern in the futureNew
  2. 02Continued actions by an activist shareholder have had, and may continue to have, a significant negative impact on our ability to execute our business strategies and have had, and may continue to have, an adverse affect on our results of operations and financial conditionNew
  3. 03Stockholders may be diluted significantly through our efforts to obtain financing, satisfy obligations through the issuance of securities or use our stock as consideration in certain transactions
  4. 04A small number of stockholders, including our General Counsel and Secretary, own a significant amount of our common stock and may have influence over the Company32% rewritten
  5. 05Our operations are subject to currency rate fluctuations
  6. 06Adverse changes in actuarial assumptions used to calculate retirement plan costs due to economic or other factors, or lower returns on plan assets could adversely affect Barnwell’s results and financial condition
  7. 07Declines in the price of our common stock could adversely affect the value of an asset on our balance sheet and our stockholders’ equity31% rewritten
  8. 08The price of our common stock has been volatile and could continue to fluctuate substantially
  9. 09Failure to retain key personnel could hurt our operations

Risks Related to Oil and Natural Gas Segment

  1. 10Acquisitions or discoveries of additional reserves are needed to increase our oil and natural gas segment operating results and cash flow
  2. 11We may not realize an adequate return on oil and natural gas investments
  3. 12Oil and natural gas prices are highly volatile and further declines, or extended low prices will significantly affect our financial condition and results of operations
  4. 13The inability of one or more of our working interest partners to meet their obligations may adversely affect our financial results
  5. 14We may incur material costs to comply with or as a result of health, safety, and environmental laws and regulations
  6. 15The AER may require purchasers of AER licensed oil and natural gas assets to be within Tiers 1 or 2 overall rankings in the six factors group. This requirement for well transfers hinders our ability to generate capital by selling oil and natural gas assets as there are less qualified buyers
  7. 16We may fail to fully identify potential problems related to acquired reserves or to properly estimate those reserves
  8. 17If oil and natural gas prices decline and remain low, we may be required to take write-downs of the carrying values of our oil and natural gas properties
  9. 18The oil and natural gas industry is highly competitive
  10. 19We are not the operator and have limited influence over the operations of certain of our oil and natural gas properties
  11. 20Actual reserves will vary from reserve estimates
  12. 21Part of our strategy involves using some of the latest available horizontal drilling and completion techniques. The results of our drilling are subject to drilling and completion technique risks, and results may not meet our expectations for reserves or production
  13. 22Delays in business operations could adversely affect the amount and timing of our cash inflows
  14. 23The oil and natural gas market in which we operate exposes us to potential liabilities that may not be covered by insurance
  15. 24Our operations are subject to domestic and foreign government regulation and other risks, particularly in Canada and the U.S
  16. 25Changes in U.S. trade policy, including the imposition of tariffs and the resulting consequences, could adversely affect our business, prospects, financial condition, and operating results
  17. 26Compliance with foreign tax and other laws may adversely affect our operations
  18. 27Unforeseen title defects may result in a loss of entitlement to production and reserves

Risks Related to Land Investment Segment

  1. 28Receipt of future payments from KD II and cash distributions from the Kukio Resort Land Development Partnerships is dependent upon the developer’s continued efforts and ability to develop the property100% rewritten
  2. 29We hold investment interests in unconsolidated land development partnerships, which are accounted for using the equity method of accounting, in which we do not have a controlling interest. These investments involve risks and are highly illiquid
  3. 30Our land investment business is concentrated in the state of Hawaii. As a result, our financial results are dependent on the economic growth and health of Hawaii, particularly the island of Hawaii
  4. 31The occurrence of natural disasters in Hawaii could adversely affect our business

Other Barnwell Industries 10-Ks

  • FY2024 10-K risk factors
    39 risks

    Oil and natural gas operations in Alberta and land investments and drilling in Hawaii drive Barnwell Industries' business risks.

    Filed Dec 17, 2024

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.