Barnwell Industries Terminates Material Agreement on Dec 27

TL;DR

**Barnwell Industries just terminated a key agreement, watch for strategic shifts.**

AI Summary

Barnwell Industries, Inc. (BRN) filed an 8-K on January 3, 2024, reporting the termination of a material definitive agreement on December 27, 2023. This filing indicates a significant change in the company's operational or financial commitments, potentially impacting future revenue streams or expenses. For investors, this matters because the termination of such an agreement could signal a shift in strategy, a loss of a key partnership, or the resolution of a prior obligation, all of which could affect the company's financial health and stock performance.

Why It Matters

The termination of a material definitive agreement can significantly alter Barnwell Industries' business operations and financial outlook, potentially impacting its revenue, expenses, and strategic direction.

Risk Assessment

Risk Level: medium — The termination of a material agreement introduces uncertainty regarding future business operations and financial performance, warranting a medium risk assessment.

Analyst Insight

Investors should monitor Barnwell Industries' subsequent filings and announcements for details regarding the terminated agreement and its potential impact on future financial performance and strategic direction.

Key Players & Entities

• BARNWELL INDUSTRIES INC (company) — the registrant filing the 8-K
• December 27, 2023 (date) — date of the earliest event reported
• January 3, 2024 (date) — date the 8-K was filed
• BRN (company) — trading symbol for Barnwell Industries Inc.
• NYSE American (company) — exchange where Barnwell Industries Inc. common stock is registered

Forward-Looking Statements

• Barnwell Industries will provide more details about the terminated agreement in its next quarterly report. (BARNWELL INDUSTRIES INC) — medium confidence, target: Q1 2024 earnings report
• The termination of the agreement will lead to a re-evaluation of Barnwell Industries' strategic partnerships. (BARNWELL INDUSTRIES INC) — medium confidence, target: next 6 months

FAQ

Key Financial Figures

• $0.50 — ange on which registered Common Stock, $0.50 Par Value BRN NYSE American Indic

Filing Documents

• ef20017965_8k.htm (8-K) — 29KB
• 0001140361-24-000447.txt ( ) — 163KB
• brn-20231227.xsd (EX-101.SCH) — 4KB
• brn-20231227_lab.xml (EX-101.LAB) — 22KB
• brn-20231227_pre.xml (EX-101.PRE) — 16KB
• ef20017965_8k_htm.xml (XML) — 4KB

02

Item 1.02 Termination of a Material Definitive Agreement . As previously disclosed by Barnwell Industries, Inc. (" BII ") in its Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2023, BII and Barnwell of Canada, Limited (" Barnwell Canada " and, collectively with BII, the " Sellers "), a subsidiary of BII, entered into a Stock Purchase Agreement with West Maui Construction Inc. (" West Maui ") whereby West Maui was to acquire from the Sellers all of the shares of capital stock of Water Resources International, Inc. (the " Shares ") owned by the Sellers (the " Purchase Agreement "). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Purchase Agreement. Sections 6.3 and 15.1(b) of the Purchase Agreement provided that West Maui could continue to conduct due diligence (the " Due Diligence Review ") during the period from December 12, 2023 (the effective date of the Purchase Agreement) to immediately prior to closing (" Due Diligence Period "). West Maui's obligations under the Purchase Agreement, including its obligation to purchase the Shares, were contingent, during the Due Diligence Period, upon West Maui being satisfied in its sole discretion with the results of its Due Diligence Review. On December 27, 2023, the law firm representing West Maui sent, on behalf of West Maui, a notice that West Maui had terminated the Purchase Agreement, pursuant to Sections 6.3 and 15.1(b) of the Purchase Agreement. The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the text of the Purchase Agreement, which was previously filed as Exhibit 10.16 to BII's Annual Report on Form 10-K filed with the SEC on December 18, 2023, which Purchase Agreement is incorporated by reference herein.

Financial Statements and Exhibits

Financial Statements and Exhibits . (d) Exhibits Exhibit No. Description 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: January 3, 2024 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 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

View Full Filing

View this 8-K filing on SEC EDGAR