Barnwell Q1 loss, raises $2.4M in private placement
Barnwell Industries reported results for its first quarter ended December 31, 2025, showing revenue from continuing operations of $2,746,000 versus $3,934,000 a year earlier.
Rhea-AI Filing Summary
Barnwell Industries reported results for its first quarter ended December 31, 2025, showing revenue from continuing operations of $2,746,000 versus $3,934,000 a year earlier. The net loss from continuing operations was $1,426,000, or $0.13 per share, compared with a loss of $1,598,000, or $0.16 per share, in the prior-year quarter.
The company remains debt free with $1,826,000 of working capital, including $3,622,000 in cash and cash equivalents. The quarter’s loss was driven mainly by a $453,000 (39%) increase in general and administrative expenses tied to new Canadian staff ahead of the Hawaii office closure, higher non-cash stock compensation for the new Chief Financial Officer, and increased professional fees related to a prior proxy contest and consent solicitation. These pressures were partly offset by better oil and gas and land investment segment operating results and a $398,000 positive swing in foreign currency effects.
Barnwell surrendered its remaining rights in the Hawaiian Increment II real estate for $2,000,000 of total consideration, receiving $70,000 during the period, and affiliated entities agreed to sell their remaining Increment II interests for $2,109,000, subject to purchaser election and customary conditions. In November 2025 the company completed a private placement, issuing 2,221,141 common shares and warrants to purchase up to 1,029,104 additional shares for gross proceeds of $2,443,000.
Barnwell relocated its corporate headquarters from Honolulu, Hawai‘i to Houston, Texas, closed the Honolulu office, and announced the planned retirement of longtime General Counsel and Secretary Alexander C. Kinzler effective January 31, 2026. The Board has tasked Chief Financial Officer Philip Patman Jr. with leading an ongoing evaluation of strategic alternatives and value-creation opportunities across a broader set of industries, emphasizing capital discipline, cost reductions, and a focus on initiatives intended to drive long-term shareholder value.
Positive
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Negative
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Insights
Revenue declined and losses continued, but Barnwell strengthened liquidity, streamlined operations, and began a broader strategic review.
Barnwell Industries posted first-quarter revenue from continuing operations of $2,746,000, down from $3,934,000 a year earlier. The net loss from continuing operations was $1,426,000 versus $1,598,000, so profitability remains negative even though per-share losses narrowed slightly.
General and administrative expenses rose $453,000, or 39%, largely from transition hiring in Canada, non-cash equity compensation for the new Chief Financial Officer, and professional fees linked to earlier shareholder actions. Offsetting factors included improved oil and gas and land segment operating results and a $398,000 favorable swing in foreign currency impact for the three months ended December 31, 2025.
On the balance sheet side, the company remains debt free, ended the quarter with working capital of $1,826,000 and cash and cash equivalents of $3,622,000, and completed a $2,443,000 private placement in November 2025 issuing 2,221,141 shares and warrants to purchase up to 1,029,104 additional shares. It also monetized Hawaiian Increment II real estate rights for total consideration of $2,000,000 at its majority-owned subsidiary level and supported additional sale agreements by related entities for $2,109,000, subject to closing conditions.
Operationally, Barnwell closed its Honolulu office, moved headquarters to Houston to align with its oil and gas focus, and highlighted Calgary as an ongoing operating hub. The Board has directed the Chief Financial Officer to evaluate strategic alternatives beyond energy, emphasizing reduced SG&A, exiting non-core activities, and pursuing income- and cashflow-accretive opportunities. Future disclosures in periodic reports will clarify how this strategic review, the new cost structure, and the capital raised translate into segment performance and any portfolio changes.
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were Barnwell Industries (BRN) first-quarter 2025 revenues and earnings?
Barnwell reported first-quarter 2025 revenue from continuing operations of $2,746,000 and a net loss from continuing operations of $1,426,000, or $0.13 per share. In the prior-year quarter, revenue was $3,934,000 and the net loss from continuing operations was $1,598,000, or $0.16 per share.
Why did Barnwell Industries (BRN) incur a net loss from continuing operations?
The net loss from continuing operations of $1,426,000 mainly reflected a $453,000 (39%) rise in general and administrative expenses. This increase came from higher personnel costs during the office transition, non-cash stock compensation issued to the new Chief Financial Officer, and additional professional fees tied to prior shareholder matters.
What is Barnwell Industries’ (BRN) current debt and liquidity position?
Barnwell remains debt free and ended the quarter with $1,826,000 of working capital, including $3,622,000 in cash and cash equivalents. A November 2025 private placement also generated gross proceeds of $2,443,000, further supporting liquidity and funding flexibility as the company pursues its strategic initiatives.
What were the key terms of Barnwell Industries’ (BRN) November 2025 private placement?
In November 2025, Barnwell completed a private placement issuing 2,221,141 shares of common stock and warrants to purchase up to 1,029,104 additional shares. The transaction generated gross proceeds of $2,443,000 from investors, including certain directors, and the related resale registration statement became effective on January 30, 2026.
How is Barnwell Industries (BRN) monetizing its Hawaiian Increment II real estate interests?
Barnwell’s subsidiary surrendered remaining Increment II rights for total consideration of $2,000,000, receiving $70,000 during the quarter. Separately, affiliated entities in which Barnwell holds a 19.6% economic interest agreed to sell their remaining Increment II interests for $2,109,000, subject to purchaser election and customary closing conditions.
What corporate changes did Barnwell Industries (BRN) make to its offices and leadership?
In January 2026, Barnwell relocated its corporate headquarters from Honolulu, Hawai‘i to Houston, Texas and closed the Honolulu office, while maintaining Calgary as an operational hub. Effective January 31, 2026, longtime General Counsel and Secretary Alexander C. Kinzler retired following completion of the relocation.
What strategic review is Barnwell Industries (BRN) conducting?
The Board has tasked Chief Financial Officer Philip Patman Jr. with leading an evaluation of strategic alternatives and value-creation opportunities across a broader set of industries. The review emphasizes capital discipline, reduced SG&A, exiting non-core activities, and pursuing income and cashflow accretive initiatives intended to support long-term shareholder value.
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2026
(Exact Name of Registrant as Specified in its Charter)
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(State or other jurisdiction of Incorporation)
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(Address of Principal Executive Offices) (Zip Code)
(713 ) 730-7026
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐
Item 2.02 Results
of Operations and Financial Condition
On February 23, 2026, Barnwell Industries, Inc. issued a press release announcing its financial results for its fiscal quarter ended December 31, 2025.
A copy of such press release is furnished as Exhibit 99.1 to this Current Report.
Item 9.01 Financial Statements and Exhibits.
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Exhibits
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| Exhibit No. | Description | |
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99.1
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Press release dated February 23, 2026
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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 hereunto duly authorized.
Dated: February 23, 2026
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BARNWELL INDUSTRIES, INC.
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By:
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/s/ Philip F. Patman, Jr.
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Name:
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Philip F. Patman Jr.
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Title:
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Chief Financial Officer and Treasurer
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Exhibit Index
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Exhibit No.
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Description
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99.1
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Press Release dated February 23, 2026
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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Exhibit 99.1
Barnwell Industries, Inc. Reports Results for its First
Quarter
Ended December 31, 2025
HOUSTON, TEXAS, February 23, 2026 -- Barnwell Industries, Inc. (NYSE American: BRN) today reported financial results for its first quarter ended December 31, 2025. For the quarter, the Company had revenue
from continuing operations of $2,746,000 and a net loss from continuing operations of $1,412,000 or $0.13 per share. In the prior year quarter ended December
31, 2024, the Company reported revenue from continuing operations of $3,934,000 and a net loss from continuing operations of $1,600,000 or $0.16 per share. The Company remains debt free and ended the quarter with $1,826,000 in working capital, including $3,622,000 in cash and cash
equivalents.
The net loss from continuing operations for the three months ended
December 31, 2025, was primarily due to an increase of $453,000, 39%,
in general and administrative expenses due to $257,000 higher personnel costs for new staff hired in Canada during the transition period in advance of closing of
the Hawaii office on January 31, 2026, $101,000 higher non-cash cost for shares issued to the new Chief Financial Officer, and $116,000 higher professional service fees in the current year period as compared to the same period in the prior year. These higher professional service fees were related to some continued
costs from the previously disclosed shareholder consent solicitation, proxy contest, and related legal matters. These increases were partially offset by an $84,000
increase in oil and natural gas segment operating results, a $70,000 increase in land investment segment operating results, and a $398,000 increase from foreign currency gains.
Oil and Natural Gas Operating Results
Oil and natural gas operating results increased $84,000 for the three months ended December 31, 2025 as compared to the same
period of the prior year, primarily attributable to a $613,000 decrease in the ceiling test impairment which was nil in the current year period, a $425,000 decrease in operating expenses, and a $313,000 decrease in oil and natural gas depletion, partially offset by a $1,267,000 decrease in oil
and natural gas revenues in the current year period as compared to the same period in the prior year. During the three months ended December 31, 2025, oil and
natural gas liquids prices decreased 20% and 5%, respectively, compared to
the prior year’s quarter. Natural gas prices increased 64% compared to the prior year’s quarter. Additionally, revenue, operating expenses and depletion
decreased due to lower production as a result of the sale of the U.S. oil and natural gas assets, the sale of Barnwell's interest in certain oil and natural gas properties in Canada, and natural declines in production from wells in the Company's
Twining area as the wells age.
Foreign Currency Gain
The net loss from continuing operations for the three months ended
December 31, 2025 included a $47,000 foreign currency gain recorded in the current year period as compared to a $351,000 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, a $398,000 positive impact.
Proxy Contest and Consent Solicitation
While the previously disclosed proxy contest and shareholder consent solicitation are no longer continuing, the Company did incur $169,000 of costs related thereto during the quarter ended December 31, 2025.
Since inception of those matters, the Company has received $250,000 in insurance proceeds as reimbursement of certain fees and other costs incurred in connection
with those matters.
Sale of Hawaiian Real Estate—Increment II
In November 2025, Barnwell caused its subsidiary, Kaupulehu Developments, LLC, in which Barnwell holds a 77.6% economic interest, to surrender all
remaining rights in the Increment II real estate located on the Island of Hawai‘i in exchange for total consideration of $2,000,000, of which $70,000 was received during the period.
Also in November 2025, KD Kukio Resorts, LLLP, KD Maniniowali, LLLP, and KD Kaupulehu, LLLP (collectively, “KDK”), entities in which Barnwell holds
a 19.6% economic interest, entered into agreements to sell their remaining interests in Increment II for aggregate consideration of $2,109,000.
The closing of these transactions remains subject to the purchaser’s election to proceed, and other customary closing conditions.
Closure of Honolulu Office
In January 2026, Barnwell completed the relocation of its corporate headquarters from Honolulu, Hawai‘i to Houston, Texas, which now augments its
established operational office in Calgary, Alberta. The Company has formally closed its Honolulu office. This transition reflects Barnwell’s continued focus on operational efficiency, cost discipline, and alignment with its core oil and gas
activities. The move is expected to generate meaningful cost savings and administrative efficiencies going forward, while positioning the Company closer to industry partners, capital markets participants, and institutional investors. The Calgary
office remains an important operational hub, ensuring continuity given the presence of key members of management and the Company’s Canadian operations, including its Twining asset.
Previously Planned Retirement of Alexander C. Kinzler
Effective January 31, 2026, Alexander C. Kinzler formally retired from his roles as General Counsel and Secretary of Barnwell Industries, Inc.,
following the completion of the closure of the Company’s Honolulu office. Mr. Kinzler concluded his transition in accordance with the Company’s succession plan. The Company extends its sincere gratitude to Mr. Kinzler for his many years of
dedicated service, steadfast counsel, and meaningful contributions to Barnwell’s operations and governance.
Private Placement
In November 2025, the Company completed a private placement with certain investors, including some members of its Board of Directors, pursuant to
which Barnwell issued an aggregate of 2,221,141 shares of common stock and warrants to purchase up to 1,029,104 additional shares. The participating directors and a certain other investor did not receive warrants. The offering generated gross proceeds of $2,443,000, further strengthening the Company’s debt-free balance sheet and liquidity, positioning the Company for future growth.
In accordance with the terms of the securities purchase agreement, the Company was required to file a registration statement covering the resale of
the shares issued in the private placement. The Company filed the registration statement on January 12, 2026, and it was declared effective on January 30, 2026.
Summary and Outlook
While Barnwell’s immediate priority remains disciplined execution within its core oil and gas operations, the Board has formally tasked its Chief
Financial Officer Philip Patman, Jr. with leading an ongoing evaluation of strategic alternatives and value-creation opportunities across a broader set of industries. This review is not limited to the energy sector and reflects the Board’s view
that Barnwell’s experienced, multidisciplinary management team and directors are well positioned to assess and execute income and cashflow accretive initiatives where appropriate.
Barnwell’s debt-free balance sheet and positive working capital position, longstanding public company platform, U.S. net operating loss
carryforwards, and high-quality Canadian oil and gas assets together provide a flexible and durable foundation from which to pursue these efforts.
Mr. Patman added, “Barnwell is actively refining its strategy and cost structure with a clear focus on capital discipline and returns. We are
reducing SG&A, exiting non-core activities, and allocating capital only where it can generate compelling risk-adjusted returns. At the same time, we are evaluating additional opportunities that can leverage our public company infrastructure and
financial flexibility. This work is ongoing, deliberate, and aligned with a singular objective: driving sustainable, long-term shareholder value.”
Forward-Looking Statements
The information contained in this press release contains “forward-looking statements,” within the meaning of the Private Securities Litigation
Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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. 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,”
“Risk Factors” and other sections of Barnwell’s annual report on Form 10-K for the last fiscal year and Barnwell’s other filings with the Securities and Exchange Commission. Investors should not place undue reliance on the forward-looking
statements contained in this press release, as they speak only as of the date of this press release, and Barnwell expressly disclaims any obligation or undertaking to publicly release any updates or revisions to any forward-looking statements
contained herein.
COMPARATIVE OPERATING RESULTS
(Unaudited)
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Three months ended
December 31,
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2025
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2024
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Revenues
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$
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2,746,000
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$
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3,934,000
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Net loss from continuing operations attributable to Barnwell Industries, Inc.
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$
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(1,426,000
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)
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$
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(1,598,000
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)
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Net loss from discontinued operations
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—
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(319,000
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)
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Net loss attributable to Barnwell Industries, Inc.
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$
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(1,426,000
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)
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$
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(1,917,000
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)
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Basic and diluted net loss per share:
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Net loss from continuing operations attributable to Barnwell Industries, Inc.
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$
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(0.13
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)
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$
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(0.16
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)
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Net loss from discontinued operations
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—
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(0.03
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)
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Net loss attributable to Barnwell Industries, Inc.
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$
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(0.13
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)
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$
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(0.19
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)
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Weighted-average number of common shares outstanding:
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Basic and diluted
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11,070,498
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10,047,173
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| COMPANY: |
Barnwell Industries, Inc.
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24 Greenway Plaza, Suite 1800Q
Houston, Texas 77046
Telephone: (713) 730-7026
Website: www.brninc.com
| CONTACT: |
Philip Patman, Jr.
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Chief Financial Officer and Treasurer
Phone: (713) 730-7026
Email: barnwellinfo@brninc.com