Barnwell Inds Stock Price, News & Analysis

Barnwell Industries (NYSE: BRN) announced the adjournment of its 2025 Annual Meeting of Shareholders from May 29 to June 2, 2025, due to Ned Sherwood and his affiliates' refusal to submit proxies they had solicited from shareholders. This action prevented the company from reaching a quorum for the first time in its 70-year history. The company believes Sherwood's conduct may violate federal securities laws, including anti-fraud provisions of the Securities Exchange Act of 1934, particularly given his recent public statement supporting shareholder will. Barnwell is consulting with legal counsel and plans to pursue remedies to ensure fair voting at the reconvened meeting, which will be held at 9:00 a.m. HST at the Alakea Corporate Tower in Honolulu.

The Delaware Court of Chancery has ruled in favor of Barnwell Industries (NYSE American: BRN) and its Board of Directors, determining that the director nomination notice submitted by the Sherwood Group was deficient and failed to comply with company bylaws. As a result, the Sherwood Group's nominees will be disqualified from the upcoming 2025 Annual Meeting on May 29, 2025, which will proceed as an uncontested election. Additionally, Alexander C. Kinzler, who holds a 9.8% stake in the company, has voluntarily decided not to stand for election at the meeting following the recent consent solicitation by the Sherwood Group. The Board welcomed Heather Isidoro as a new director, anticipating benefits from her industry expertise and fresh perspectives.

Barnwell Industries (NYSE: BRN) reaffirmed its commitment to sound corporate governance amid an ongoing proxy battle with the Sherwood Group. The company welcomed Heather Isidoro to its Board following a shareholder consent process, while noting that proxy advisor Glass Lewis rejected the Sherwood Group's attempt to take control of Barnwell for the second time in three weeks. Glass Lewis is recommending shareholders vote FOR Ken Grossman, Craig Hopkins, Joshua Horowitz and Philip McPherson, only supporting Isidoro from Sherwood's slate.

The Board highlighted its recent achievements, including profitable Hawaii land sales and reduced SG&A expenses. Notably, Barnwell had offered Ned Sherwood the Chairmanship position, which he declined. The company is currently awaiting a Delaware Court of Chancery decision regarding the validity of Sherwood Group's nomination notice for the 2025 annual meeting.

Barnwell Industries (NYSE American: BRN) reported financial results for Q2 2025, showing a net loss from continuing operations of $1,538,000 ($0.15 per share) on revenue of $3,569,000. This represents a decline from Q2 2024's revenue of $4,678,000 and net loss of $1,306,000. The increased losses were primarily due to $978,000 in expenses related to an ongoing shareholder consent solicitation and proxy contest. The company completed the sale of its water drilling subsidiary for $1,050,000, recording a $193,000 loss. Production decreased across all segments: oil (-14%), natural gas (-24%), and natural gas liquids (-13%). Due to proxy contest costs and tariff impacts on oil prices, the company expressed substantial doubt about its ability to continue as a going concern. Management is exploring funding options, including debt financing and asset sales. The quarter ended with a working capital deficit of $57,000 and cash position of $1,432,000.

Barnwell Industries (NYSE: BRN) shareholders have rejected Ned Sherwood's attempt to gain full control of the company's Board of Directors through a consent solicitation. While shareholders voted to remove directors Alexander Kinzler and Douglas Woodrum, and elect Sherwood Group nominee Heather Isidoro, they maintained Ken Grossman and Joshua Horowitz on the board. Alexander Kinzler, Executive Chairman and ~9.5% shareholder, announced he would step down as director by December 31, 2025, if re-elected at the 2025 annual meeting. He will assist in identifying a new CFO and transitioning the company's headquarters from Honolulu to Calgary. The company awaits a Delaware Court of Chancery decision regarding the validity of Sherwood Group's nomination notice for the upcoming 2025 annual meeting. Barnwell remains open to settlement discussions with the Sherwood Group to focus on developing its Canadian energy assets.

Barnwell Industries (NYSE: BRN) is urging shareholders to follow the recommendations of proxy advisory firm ISS regarding the ongoing proxy battle with the Sherwood Group. ISS recommended supporting only one candidate, Heather Isidoro, from Ned Sherwood's proposed slate, while rejecting the other nominees. The advisory firm also recommended the removal of Alex Kinzler from Barnwell's Board.

While Barnwell expressed disappointment regarding Kinzler's recommended removal, they view the election of Isidoro and Kinzler's removal as a reasonable outcome. The company emphasized that both ISS and Glass Lewis rejected Sherwood Group's attempt to replace the entire Board, noting that the Sherwood Group lacks a credible plan for the company.

Barnwell Industries has responded to the ongoing proxy contest initiated by Ned Sherwood and his affiliated entities. The company received support from Glass Lewis & Co., a leading independent proxy advisory firm, which deemed the removal of three incumbent directors - Alexander C. Kinzler, Kenneth S. Grossman, and Joshua S. Horowitz - unwarranted.

Despite their strong position and growing support, Barnwell's Board remains open to constructive discussions with Sherwood to resolve the proxy contest amicably. The company emphasizes its commitment to avoiding unnecessary costs and prolonged conflicts through potential private settlement of differences.

The Board maintains its focus on executing a clear strategy to drive shareholder value while improving performance. They have expressed willingness to engage in good-faith discussions with Sherwood, though noting that his continued unwillingness to pursue reasonable dialogue would be telling.

Barnwell Industries (NYSE American: BRN) has issued a statement correcting misleading claims made by Ned Sherwood regarding a consent solicitation attempt. The company clarified that Alex Kinzler, Executive Chairman, General Counsel and Corporate Secretary, does not support Sherwood's takeover attempt, contrary to Sherwood's earlier statements.

Kinzler, who owns 939,500 shares of Barnwell, submitted a consent for only one share to initiate the required 60-day solicitation period. The company emphasized that this action was procedural and does not indicate support for Sherwood's campaign to replace the entire Board of Directors.

Barnwell is urging shareholders to discard any blue consent cards sent by Sherwood and ignore his solicitation attempts, warning that this takeover attempt offers no premium to shareholders and puts their investment value at risk.

Barnwell Industries (NYSE American: BRN) has announced the sale of its wholly owned subsidiary, Water Resources International, for $1,050,000. The water drilling subsidiary, which generated revenues of approximately $3,162,000 for the trailing-twelve-months ended December 31, 2024, specialized in deep drilling and well pumping services in Hawaii.

The strategic divestment aligns with Barnwell's plan to streamline operations and focus on its oil and natural gas business. The proceeds will be used for general corporate purposes, with emphasis on reinvesting in oil and gas operations. The company plans to reduce general and administrative expenses by transitioning personnel to Calgary and reducing its Hawaii presence.

The transaction aims to simplify Barnwell's corporate structure and equity story, allowing investors to focus on opportunities in the oil and natural gas sector. The company maintains a strong financial position with no bank debt.