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Barnwell Industries (BRN) reported a continued operating loss driven by lower oil and natural gas revenues and increased corporate costs. For the three months ended June 30, 2025 the company recorded a net loss from continuing operations of $1.553 million and a basic loss per share of $0.15; for the nine months the loss from continuing operations was $4.691 million (basic loss per share $0.47).
Cash and cash equivalents of continuing operations declined to $1.154 million from $4.285 million at September 30, 2024, and total assets fell to $23.757 million. The company recorded non-cash ceiling test impairments of $200,000 for the quarter and $865,000 year-to-date. Management states there is substantial doubt about Barnwell’s ability to continue as a going concern for one year absent additional funding. Subsequent to period end Barnwell agreed to sell its U.S. oil and natural gas working interests for $2.3 million, estimating a loss on sale of approximately $700,000 in Q4. The company also completed the sale of its contract drilling subsidiary (Water Resources) in March 2025 for $1.05 million consideration (promissory note balance $450,000 at June 30, 2025) and recorded an estimated insurance recovery receivable of $348,000.
Barnwell Industries (BRN) has re-issued its definitive proxy after multiple adjournments of the 2025 Annual Meeting caused by activist Sherwood Group’s refusal to submit solicited proxies. The meeting is now set for 9:00 a.m. HST on 10-Sep-2025 in Honolulu; the new record date is 21-Jul-2025. Holders who voted earlier on the Company’s WHITE card need take no action unless they wish to change their vote.
The Board cut its size to four and urges shareholders to vote FOR its nominees—Kenneth Grossman, Craig Hopkins (current CEO), Joshua Horowitz and Philip McPherson—and FOR ratifying Weaver and Tidwell, L.L.P. as auditor. A Delaware Chancery Court ruling on 21-May-2025 invalidated Sherwood’s nomination notice; therefore Sherwood’s five nominees will not appear on the ballot and any green proxy cards will be disregarded.
Barnwell cites activist disruptions: a consent solicitation that removed two directors, repeated breaches of prior cooperation agreements, and litigation costs. The Company expects proxy-solicitation expenses of roughly $0.3 million (exclusive of litigation). A limited-duration rights plan adopted Jan-2025 remains in place to deter creeping control. Shareholders are asked to discard any Sherwood materials and submit only the WHITE proxy card or electronic equivalent to help establish a quorum.
Sherwood Group, holding approximately 29.9% of Barnwell Industries� (BRN) shares, filed DFAN14A materials reiterating concerns over the Company’s governance and board composition. The 2025 Annual Meeting has been adjourned a third time, now set for September, leaving only two incumbent directors—Ken Grossman and Josh Horowitz—on a board that may fall short of NYSE independence requirements. Sherwood highlights that more than 45% of shares have already been cast for change via the Green proxy card and discloses preliminary vote counts showing independent support for Messrs. Grossman and Horowitz at just 2.44% and 4.8%, respectively, after excluding insider holdings. Sherwood’s latest settlement proposal seeks a refreshed five-member board retaining Horowitz, adding CEO Craig Hopkins, Green-card nominees Ben Pierson and Heather Isidoro, and former director Brad Tirpak; no seat was requested for Sherwood himself. The group reports that the proposal was ignored but states its willingness to engage further. Shareholders are reminded that votes remain revocable until the rescheduled meeting.
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