8-K
Barnwell Industries Inc (BRN)
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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): March 17, 2025
BARNWELL INDUSTRIES, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 1-5103 | 72-0496921 |
|---|---|---|
| (State or other jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1100 Alakea Street, Suite 500
Honolulu, Hawaii 96813
(Address of Principal Executive Offices) (Zip Code)
(808) 531-8400
(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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
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 |
| Common Stock Purchase Rights | N/A | NYSE American |
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 8.01 | Other Events |
|---|
On March 17, 2025, Barnwell Industries, Inc. issued a press release announcing the sale of its water drilling subsidiary. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated March 17, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: March 17, 2025 | |||
|---|---|---|---|
| BARNWELL INDUSTRIES, INC. | |||
| By: | /s/ Russell M. Gifford | ||
| Name: | Russell M. Gifford | ||
| Title: | Executive Vice President and Chief Financial Officer |
Exhibit Index
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release dated March 17, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Exhibit 99.1
| BARNWELL INDUSTRIES, INC. | P R E S S |
|---|---|
| R E L E A S E | |
| 1100 Alakea Street, Suite 500 | |
| Honolulu, Hawaii 96813 | |
| Telephone (808) 531-8400 | |
| Fax (808) 531-7181 | |
| Website: www.brninc.com |
Barnwell Industries, Inc. Announces Sale of its Water Drilling
Subsidiary for $1,050,000
Sale Will Streamline Parent Company Operations
to Focus on Oil and Natural Gas Business
HONOLULU, Mar. 17, 2025 -- Barnwell Industries, Inc. (NYSE American: BRN) (“Barnwell” or the “Company”) today announced the sale of its wholly owned subsidiary, Water Resources International, Inc. (“Water Resources”), a deep drilling and well pumping specialist in the exploration and development of groundwater resources for government, commercial and private clients in Hawaii, for $1,050,000. Proceeds from the sale will be used for general corporate purposes, with a focus towards reinvestment in the Company’s oil and gas operations. Revenues from the divested business, which was represented as the Company’s Contract Drilling segment, totaled approximately $3,162,000 for the trailing-twelve-months ended December 31, 2024.
Strategic Rationale
This transaction represents a further step in Barnwell’s plan for streamlining its holding company operations, simplifying its corporate and accounting structure. This transaction will allow Barnwell’s Board to proceed with its plans to meaningfully decrease general and administrative expenses and public company costs, including implementing such steps as transitioning personnel to Calgary or elsewhere, reducing the Company’s legacy footprint in Hawaii.
The sale of Water Resources simplifies the equity story for Barnwell as investors will be able to focus on the significant opportunities the Company has identified in its oil and natural gas business. The combination of the proceeds from the sale of Water Resources and anticipated holding company savings also further improves Barnwell’s financial position and balance sheet, which has no bank debt.
Management Commentary
Mr. Craig D. Hopkins, Chief Executive Officer of Barnwell, commented, “The sale of Water Resources was an important strategic objective set by the Board of Directors that took significant time and effort to achieve. I am pleased that the current management team was able work collaboratively to deliver on this important initiative to streamline our business, reduce fixed cost, and focus on higher return opportunities.”
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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.
| CONTACT: | Craig D. Hopkins |
|---|---|
| Chief Executive Officer and President | |
| Phone: (403) 531-1560 | |
| Email: info@bocl.ca | |
| Russell M. Gifford | |
| Executive Vice President and Chief Financial Officer | |
| Phone: (808) 531-8400 | |
| Email: rmg@brninc.com |
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