brn-20251231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended December 31, 2025

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 1-5103

BARNWELL INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)


Delaware						72-0496921
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

24 Greenway Plaza, Suite 1800Q, Houston, Texas						77046
(Address of principal executive offices)						(Zip code)

(713) 730-7026
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.50 par value	BRN	NYSE American

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

☐

Non-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 February 20, 2026 there were 12,566,314 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 - December 31, 2025 and September 30, 20 25	3
	Condensed Consolidated Statements of Operations - three months ended December 31 , 2025 and 2024	4
	Condensed Consolidated Statements of Comprehensive Loss - three months ended December 31 , 2025 and 2024	5
	Condensed Consolidated Statements of Equity - three months ended December 31 , 2025 and 2024	6
	Condensed Consolidated Statements of Cash Flows - three months ended December 31, 2025 and 2024	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 4.	Controls and Procedures	42
PART II.	OTHER INFORMATION:
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 5.	Other Information	44
Item 6.	Exhibits	45
	Signature	46
	Index to Exhibits	47

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	December 31, 2025		September 30, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	3,622,000	$	2,886,000

Accounts and other receivables, net of allowance for credit losses of: $50,000 at December 31, 2025; $49,000 at September 30, 2025	1,411,000		1,621,000


Note receivable	200,000		300,000
Other current assets	594,000		423,000

Total current assets	5,827,000		5,230,000

Asset for retirement benefits	6,056,000		5,928,000

Operating lease right-of-use assets	120,000		145,000
Other non-current assets	380,000		347,000
Property and equipment:
Proved oil and natural gas properties (full cost method)	75,952,000		74,511,000


Other property and equipment	504,000		500,000
Total property and equipment	76,456,000		75,011,000
Accumulated depletion, impairment, depreciation, and amortization	(67,372,000)		(65,849,000)
Total property and equipment, net	9,084,000		9,162,000

Total assets	$	21,467,000	$	20,812,000

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	1,935,000	$	2,182,000
Accrued capital expenditures	270,000		185,000
Accrued compensation	262,000		264,000
Accrued operating and other expenses	628,000		1,022,000

Current portion of asset retirement obligation	615,000		613,000
Other current liabilities	291,000		460,000

Total current liabilities	4,001,000		4,726,000


Operating lease liabilities	82,000		93,000

Liability for retirement benefits	1,776,000		1,791,000
Asset retirement obligation	7,404,000		7,162,000
Deferred income tax liabilities	18,000		18,000
Total liabilities	13,281,000		13,790,000
Commitments and contingencies (Note 16)
Equity:
Common stock, par value $0.50 per share; authorized, 40,000,000 shares: 12,705,964 issued at December 31, 2025; 10,241,434 issued at September 30, 2025	6,353,000		5,121,000
Additional paid-in capital	9,410,000		8,039,000
(Accumulated deficit) retained earnings	(7,934,000)		(6,508,000)
Accumulated other comprehensive income, net	2,615,000		2,642,000
Treasury stock, at cost: 167,900 shares at December 31, 2025 and September 30, 2025	(2,286,000)		(2,286,000)
Total stockholders’ equity	8,158,000		7,008,000
Non-controlling interests	28,000		14,000
Total equity	8,186,000		7,022,000
Total liabilities and equity	$	21,467,000	$	20,812,000

See Notes to Condensed Consolidated Financial Statements

BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended December 31,
	2025		2024
Revenues:
Oil and natural gas	$	2,630,000	$	3,897,000

Sale of interest in leasehold land	70,000		—
Gas processing and other	46,000		37,000
	2,746,000		3,934,000
Costs and expenses:
Oil and natural gas operating	2,071,000		2,496,000

General and administrative	1,616,000		1,163,000
Depletion, depreciation, and amortization	592,000		904,000
Impairment of assets	—		613,000
Foreign currency (gain) loss	(47,000)		351,000




	4,232,000		5,527,000


Loss from continuing operations before income taxes	(1,486,000)		(1,593,000)
Income tax (benefit) provision	(74,000)		7,000
Net loss from continuing operations	(1,412,000)		(1,600,000)
Net (loss) from discontinued operations	—		(319,000)
Net loss	(1,412,000)		(1,919,000)
Less: Net earnings (loss) attributable to non-controlling interests	14,000		(2,000)
Net loss attributable to Barnwell Industries, Inc.	$	(1,426,000)	$	(1,917,000)
Basic and diluted loss per common share attributable to Barnwell Industries, Inc. stockholders:
Net loss from continuing operations attributable to Barnwell Industries, Inc.	$	(0.13)	$	(0.16)
Net loss from discontinued operations	—		(0.03)
Net loss attributable to Barnwell Industries, Inc.	$	(0.13)	$	(0.19)
Weighted-average number of common shares outstanding:
Basic and diluted	11,070,498		10,047,173

See Notes to Condensed Consolidated Financial Statements

BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)


	Three months ended December 31,
	2025		2024
Net loss	$	(1,412,000)	$	(1,919,000)
Other comprehensive (loss) income:
Foreign currency translation adjustments, net of taxes of $0	(27,000)		93,000





Total other comprehensive (loss) income	(27,000)		93,000
Total comprehensive loss	(1,439,000)		(1,826,000)
Less: Comprehensive (income) loss attributable to non-controlling interests	(14,000)		2,000
Comprehensive loss attributable to Barnwell Industries, Inc.	$	(1,453,000)	$	(1,824,000)

See Notes to Condensed Consolidated Financial Statements

BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Three months ended December 31, 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, 2024	10,028,090	$	5,098,000	$	7,690,000	$	595,000	$	1,943,000	$	(2,286,000)	$	22,000	$	13,062,000
Net loss	—	—		—		(1,917,000)		—		—		(2,000)		(1,919,000)
Foreign currency translation adjustments, net of taxes of $0	—	—		—		—		93,000		—		—		93,000


Share-based compensation	—	—		69,000		—		—		—		—		69,000
Issuance of common stock for restricted stock units vested	25,444	13,000		(13,000)		—		—		—		—		—







Balance at December 31, 2024	10,053,534	$	5,111,000	$	7,746,000	$	(1,322,000)	$	2,036,000	$	(2,286,000)	$	20,000	$	11,305,000

Balance at September 30, 2025	10,073,534	$	5,121,000	$	8,039,000	$	(6,508,000)	$	2,642,000	$	(2,286,000)	$	14,000	$	7,022,000
Net loss	—	—		—		(1,426,000)		—		—		14,000		(1,412,000)
Foreign currency translation adjustments, net of taxes of $0	—	—		—		—		(27,000)		—		—		(27,000)

Share-based compensation	—	—		94,000		—		—		—		—		94,000
Issuance of common stock for services	83,207	42,000		59,000		—		—		—		—		101,000
Issuance of common stock for restricted stock units vested	160,182	80,000		(80,000)		—		—		—		—		—
Issuance of common stock, net of costs	2,221,141	1,110,000		1,298,000		—		—		—		—		2,408,000




Balance at December 31, 2025	12,538,064	$	6,353,000	$	9,410,000	$	(7,934,000)	$	2,615,000	$	(2,286,000)	$	28,000	$	8,186,000

See Notes to Condensed Consolidated Financial Statements

BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	Three months ended December 31,
	2025		2024
Cash flows from operating activities of continuing operations:
Net loss	$	(1,412,000)	$	(1,919,000)
Net loss from discontinued operations	—		(319,000)
Net loss from continuing operations	(1,412,000)		(1,600,000)
Adjustments to reconcile net loss from continuing operations to net cash (used in) provided by operating activities:
Depletion, depreciation, and amortization	592,000		904,000
Impairment of assets	—		613,000





Retirement benefits income	(102,000)		(79,000)

Non-cash rent income	(7,000)		—
Accretion of asset retirement obligation	183,000		196,000
Deferred income tax (benefit) expense	—		(9,000)
Asset retirement obligation payments	(411,000)		(101,000)
Share-based compensation expense	94,000		69,000
Common stock issued for services	101,000		—
Retirement plan contributions and payments	(140,000)		(1,000)
Credit loss (reversal) expense	(3,000)		(14,000)


Foreign currency loss	(47,000)		351,000
(Decrease) increase from changes in current assets and liabilities	(615,000)		(881,000)
Net cash (used in) provided by operating activities from continuing operations	(1,767,000)		(552,000)
Cash flows from investing activities of continuing operations:






Proceeds from the sale of oil and natural gas assets	—		282,000

Capital expenditures - oil and natural gas	(28,000)		(2,529,000)




Dividend received from discontinued operations	—		250,000

Payments received on note receivable related to the sale of discontinued operations	100,000		—
Net cash provided by (used in) investing activities from continuing operations	72,000		(1,997,000)
Cash flows from financing activities of continuing operations:




Proceeds from issuance of stock, net of costs	2,426,000		—


Net cash provided by financing activities from continuing operations	2,426,000		—
Cash flows from discontinued operations:
Net cash used in operating activities	—		(207,000)
Net cash provided by investing activities	—		585,000
Net cash used in financing activities	—		(250,000)
Net cash provided by discontinued operations	—		128,000
Effect of exchange rate changes on cash and cash equivalents	5,000		(127,000)
Net (decrease) increase in cash and cash equivalents	736,000		(2,548,000)
Cash and cash equivalents at beginning of period	2,886,000		4,505,000

Cash and cash equivalents of continuing operations at end of period	$	3,622,000	$	1,957,000

See Notes to Condensed Consolidated Financial Statements

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

SEC Form 10-Q filed by Barnwell Industries Inc.