BARNWELL INDUSTRIES INC
10QSB, 1997-08-13
CRUDE PETROLEUM & NATURAL GAS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-QSB



           
      X     Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
     ---    Exchange Act of 1934      

            For the Quarterly Period Ended June 30, 1997

     ---    Transition Report Pursuant to Section 13 or 15(d) of the Securities
            Exchange Act of 1934



                          Commission File Number 1-5103


                            BARNWELL INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)

       DELAWARE                                                   72-0496921
(State or other jurisdiction of                                (I.R.S. Employer
incorporation or organization)                               Identification No.)


             1100 Alakea Street, Suite 2900, Honolulu, Hawaii 96813
               (Address of principal executive offices) (Zip code)

                                 (808) 531-8400
              (Registrant's telephone number, including area code)





Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirement for the past 90 days.

                              Yes  X         No
                                  ---           ---





As of August 12, 1997,  there were 1,322,052  shares of common stock,  par value
$0.50 per share, outstanding.
<PAGE>


                            BARNWELL INDUSTRIES, INC.
                            -------------------------
                                AND SUBSIDIARIES
                                ----------------

                                      INDEX
                                      -----

PART I.  FINANCIAL INFORMATION:                                             

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets
         June 30, 1997 and September 30, 1996 (Unaudited)                 

         Consolidated Statements of Operations and Retained Earnings
         three and nine months ended June 30, 1997 and 1996 (Unaudited)    

         Condensed Consolidated Statements of Cash Flows
         nine months ended June 30, 1997 and 1996 (Unaudited)               

         Notes to Condensed Consolidated Financial Statements (Unaudited)    

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations                      

PART II. OTHER INFORMATION:

Item 6.  Exhibits and reports on Form 8-K                                  




<PAGE>
<TABLE>
<CAPTION>

                            BARNWELL INDUSTRIES, INC.
                            -------------------------
                                AND SUBSIDIARIES
                                ----------------
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      -------------------------------------
                          (Unaudited, see Note A below)

<S>                                                     <C>             <C>   

ASSETS                                                     June 30,     September 30,
                                                            1997            1996
                                                        -------------   ------------
CURRENT ASSETS:
    Cash                                                $   3,656,000   $  3,553,000
    Accounts receivable                                     1,093,000      2,288,000
    Other current assets                                      448,000        710,000
                                                        -------------   ------------
       TOTAL CURRENT ASSETS                                 5,197,000      6,551,000

INVESTMENT IN LAND                                          1,606,000      1,115,000

OTHER ASSETS                                                  459,000        445,000

NET PROPERTY AND EQUIPMENT                                 24,397,000     22,669,000
                                                        -------------   ------------

       TOTAL ASSETS                                     $  31,659,000   $ 30,780,000
                                                        =============   ============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
    Accounts payable                                    $   1,094,000   $  1,694,000
    Accrued expenses                                        1,170,000        678,000
    Other current liabilities                                 968,000        815,000
                                                        -------------   ------------
       TOTAL CURRENT LIABILITIES                            3,232,000      3,187,000
                                                        -------------   ------------

LONG-TERM DEBT                                             11,100,000     11,100,000
                                                        -------------   ------------

DEFERRED INCOME TAXES                                       5,291,000      5,090,000
                                                        -------------   ------------

STOCKHOLDERS' EQUITY:
    Common stock, par value $.50 per share:
      Authorized, 4,000,000 shares
      Issued, 1,642,797 shares                                821,000        821,000
    Additional paid-in capital                              3,103,000      3,103,000
    Retained earnings                                      15,061,000     14,121,000
    Foreign currency translation adjustments and other     (2,244,000)    (1,937,000)
    Treasury stock, at cost, 320,745 shares                (4,705,000)    (4,705,000)
                                                        -------------   ------------
       TOTAL STOCKHOLDERS' EQUITY                          12,036,000     11,403,000
                                                        -------------   ------------

       TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $  31,659,000   $ 30,780,000
                                                        =============   ============
<FN>
 Note A: The  balance  sheet at  September  30, 1996 has been taken from the audited
         financial statements at that date and condensed.

            See Notes to Condensed Consolidated Financial Statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                            BARNWELL INDUSTRIES, INC.
                            -------------------------
                                AND SUBSIDIARIES
                                ----------------
           CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
           -----------------------------------------------------------          
                                   (Unaudited)


                                                      Three months ended                         Nine months ended
                                                           June 30,                                   June 30,
                                               -------------------------------           --------------------------------
                                                   1997                1996                  1997                 1996
                                                   ----                ----                  ----                 ----
<S>                                            <C>                 <C>                   <C>                  <C>    
Revenues:
  Oil and natural gas                          $ 2,420,000         $ 2,710,000           $ 8,860,000          $ 7,980,000
  Contract drilling                                590,000             480,000             1,330,000            1,890,000
  Gas processing and other                         270,000             230,000               920,000              630,000
                                               -----------         -----------           -----------          -----------

                                                 3,280,000           3,420,000            11,110,000           10,500,000
                                               -----------         -----------           -----------          -----------
Costs and expenses:
  Oil and natural gas operating                    869,000             825,000             2,618,000            2,571,000
  Contract drilling operating                      430,000             332,000             1,123,000            1,357,000
  General and administrative                       797,000             773,000             2,467,000            2,317,000
  Depreciation, depletion and
    amortization                                   629,000             794,000             2,077,000            2,405,000
  Interest expense                                 150,000             180,000               478,000              550,000
                                               -----------         -----------           -----------          -----------

                                                 2,875,000           2,904,000             8,763,000            9,200,000
                                               -----------         -----------           -----------          -----------

Earnings before income taxes                       405,000             516,000             2,347,000            1,300,000

Provision for income taxes                         295,000             236,000             1,407,000              460,000
                                               -----------         -----------           -----------          -----------

NET EARNINGS                                       110,000             280,000               940,000              840,000

Retained earnings -
  beginning of period                           14,951,000          13,451,000            14,121,000           12,891,000
                                               -----------         -----------           -----------          -----------

Retained earnings - end of period              $15,061,000         $13,731,000           $15,061,000          $13,731,000
                                               ===========         ===========           ===========          ===========



NET EARNINGS PER COMMON SHARE                  $      0.08         $      0.21           $      0.71          $      0.63
                                               ===========         ===========           ===========          ===========
<FN>



            See Notes to Condensed Consolidated Financial Statements

</TABLE>
<PAGE>
<TABLE>
<CAPTION>



                                    BARNWELL INDUSTRIES, INC.
                                    -------------------------
                                        AND SUBSIDIARIES
                                        ----------------
                         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                         -----------------------------------------------
                                           (Unaudited)


                                                                           Nine months ended
                                                                                June 30,
                                                                 -------------------------------------
                                                                     1997                      1996
                                                                 -----------               -----------
<S>                                                              <C>                       <C>    
Cash Flows from Operating Activities:
    Net earnings                                                 $   940,000               $   840,000
    Adjustments to reconcile net earnings to
     net cash provided by operating activities:
       Depreciation, depletion, and amortization                   2,077,000                 2,405,000
       Deferred income taxes                                         394,000                  (192,000)
                                                                 -----------               -----------
                                                                   3,411,000                 3,053,000
       All other                                                   1,296,000                 1,073,000
                                                                 -----------               -----------

          Net cash provided by operating activities                4,707,000                 4,126,000
                                                                 -----------               -----------

Cash Flows from Investing Activities:
    Capital expenditures - oil and gas segment                    (4,892,000)               (3,861,000)
    Additions to investment in land                                 (491,000)                 (536,000)
    Capital expenditures - contract drilling and other              (119,000)                  (60,000)
    (Increase) decrease in long-term other assets                    (18,000)                  208,000
    Proceeds from sale of oil and natural gas
    properties                                                       981,000                   410,000
                                                                 -----------               -----------

         Net cash used in investing activities                    (4,539,000)               (3,839,000)
                                                                 -----------               -----------

Cash Flows from Financing Activities:
    Net contributions from
    joint venture minority interest owner                               -                      140,000
                                                                 -----------               -----------

         Net cash provided by financing activities                      -                      140,000
                                                                 -----------               -----------

Effect of exchange rate changes on cash                              (65,000)                  (38,000)
                                                                 -----------               -----------

Net increase in cash                                                 103,000                   389,000
Cash at beginning of period                                        3,553,000                 2,976,000
                                                                 -----------               -----------

Cash at end of period                                            $ 3,656,000               $ 3,365,000
                                                                 ===========               ===========



Supplemental disclosures of cash flow information:

    Cash paid during the period for:
       Interest (net of amounts capitalized)                     $   439,000               $   578,000
                                                                 ===========               ===========

       Income taxes                                              $ 1,047,000               $   161,000
                                                                 ===========               ===========
<FN>

            See Notes to Condensed Consolidated Financial Statements

</TABLE>
<PAGE>


                            BARNWELL INDUSTRIES, INC.
                            -------------------------
                                AND SUBSIDIARIES
                                ----------------
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              ----------------------------------------------------
                                   (Unaudited)


1.       CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
         -------------------------------------------

         The  Condensed  Consolidated  Balance  Sheet as of June 30,  1997,  the
Consolidated  Statements of Operations  and Retained  Earnings for the three and
nine  months  ended  June 30,  1997 and  1996,  and the  Condensed  Consolidated
Statements  of Cash Flows for the nine months  ended June 30, 1997 and 1996 have
been prepared by Barnwell Industries, Inc. (referred to herein together with its
subsidiaries  as "Barnwell" or the "Company")  without audit.  In the opinion of
management,  all adjustments  (which include only normal recurring  adjustments)
necessary to present  fairly the financial  position,  results of operations and
cash flows at June 30, 1997 and for all periods  presented  have been made.  The
Condensed  Consolidated  Balance Sheet as of September 30, 1996 has been derived
from audited financial statements.

         Certain  information  and  footnote  disclosures  normally  included in
financial  statements  prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  It is suggested that these condensed
consolidated  financial  statements  be read in  conjunction  with the financial
statements and notes thereto included in the Company's September 30, 1996 annual
report to stockholders.  The results of operations for the period ended June 30,
1997 are not necessarily indicative of the operating results for the full year.

         The  preparation of financial  statements in conformity  with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the reported amounts of assets,  liabilities,  revenues
and expenses and the  disclosure of contingent  assets and  liabilities.  Actual
results could differ significantly from those estimates.


2.       EARNINGS PER COMMON SHARE
         -------------------------

         Earnings  per share are based on weighted  average  outstanding  common
shares of 1,325,671 and 1,325,833,  respectively,  for the three and nine months
ended June 30, 1997 and 1,324,373 and 1,324,521, respectively, for the three and
nine months ended June 30, 1996,  after  consideration of the dilutive effect of
outstanding stock options and convertible securities.


<PAGE>

3.       INCOME TAXES
         ------------ 

         The  components of the provision  for income taxes for the three and 
         nine months ended  June 30, 1997  and 1996 are as follows:

                         Three months ended           Nine months ended
                              June 30,                     June 30,
                    -------------------------    ------------------------
                       1997           1996          1997          1996
                    ----------     ----------    ----------    ----------
Current - U.S.      $     -        $   10,000    $     -        $  35,000
Current - Foreign      217,000        551,000     1,013,000       617,000
                    ----------     ----------    ----------     ---------
Total - Current        217,000        561,000     1,013,000       652,000
                    ----------     ----------    ----------     ---------

Deferred - U.S.        (15,000)       (10,000)      (40,000)      (35,000)
Deferred - Foreign      93,000       (315,000)      434,000      (157,000)
                    ----------     ----------    ----------     ---------
Total - Deferred        78,000       (325,000)      394,000      (192,000)
                    ----------     ----------    ----------     ---------
                    $  295,000     $  236,000    $1,407,000     $ 460,000
                    ==========     ==========    ==========     =========

         In the first  quarter of fiscal 1996,  officials of the U.S. and Canada
formally  ratified a new  agreement  amending  the  Canada-U.S.  Tax Treaty that
reduced the Canadian  Branch tax. This change  resulted in the  recognition of a
deferred income tax benefit of $290,000 in the nine months ended June 30, 1996.


4.       STOCK OPTIONS
         -------------

         The Company  adopted the  disclosure-only  provisions  of  Statement of
Financial   Accounting   Standards   No.  123,   "Accounting   for   Stock-Based
Compensation" ("SFAS 123") effective October 1, 1996, and intends to provide the
required  disclosures in its financial  statements for the year ending September
30,  1997.   Adoption  of  the  fair  value  method  of  measuring   stock-based
compensation  prescribed  by SFAS  123  would  not  have  had an  impact  on the
Company's net earnings or earnings per share for the three and nine months ended
June 30, 1997 and 1996.

         There  were no stock  option  transactions  during  the  three and nine
months ended June 30, 1997 and 1996.


5.       IMPACT OF RECENTLY ISSUED PRONOUNCEMENTS
         ----------------------------------------

         In February 1997,  the Financial  Accounting  Standards  Board ("FASB")
issued Statement of Financial  Accounting  Standards ("SFAS") No. 128, "Earnings
Per Share." SFAS No. 128 is effective for both interim and annual periods ending
after  December  15,  1997.  The  Company  will  adopt SFAS No. 128 in the first
quarter  of fiscal  1998.  SFAS No. 128  requires  the  presentation  of "Basic"
earnings per share, representing income available to common shareholders divided
by the weighted average number of common shares  outstanding for the period, and
"Diluted"  earnings per share,  which is similar to the current  presentation of
fully diluted earnings per share. SFAS No. 128 requires restatement of all prior
period earnings per share data presented. Management does not expect adoption of
SFAS No. 128 to have a material impact on the Company's  previously or currently
reported earnings per share, financial position or results of operations.
<PAGE>


         In February  1997,  the FASB also issued SFAS No. 129,  "Disclosure  of
Information  about Capital  Structure,"  which lists required  disclosures about
capital  structure  that had been  included in a number of  previously  existing
statements  and  opinions.  SFAS No. 129 is effective  for periods  ending after
December 15,  1997.  The Company  will adopt the  provisions  of SFAS No. 129 on
October 1, 1997.  Management  does not expect adoption of SFAS No. 129 to have a
material impact on the Company's financial  condition,  results of operations or
liquidity.


Item 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            ---------------------------------------------------------------
            RESULTS OF OPERATIONS
            ---------------------

FORWARD-LOOKING STATEMENTS
- --------------------------

         This Form 10-QSB contains forward-looking statements within the meaning
of Section 27A of the  Securities  Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, including various forecasts,  projections of the Company's
future  performance,  statements of the Company's  plans and objectives or other
similar  types  of   information.   Although  the  Company   believes  that  its
expectations  are based on  reasonable  assumptions,  it cannot  assure that the
expectations contained in such forward-looking statements will be achieved. Such
statements involve risks, uncertainties and assumptions which could cause actual
results to differ  materially  from those  contained in such  statements.  These
forward-looking  statements  speak  only as of the date of  filing  of this Form
10-QSB,  and the Company  expressly  disclaims any  obligation or undertaking to
publicly  release any updates or  revisions  to any  forward-looking  statements
contained herein.


LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

         Cash flows from  operations  for the nine  months  ended June 30,  1997
totaled  $4,707,000,  a $581,000 or 14% increase over cash flows from operations
for the same period in the prior year.  The increase was due to higher  earnings
generated  by the  Company's  oil and natural gas segment due to higher  product
prices and an increase in collections  of  receivables,  partially  offset by an
$886,000 increase in income taxes paid.

         During  the nine  months  ended June 30,  1997,  the  Company  invested
$1,156,000 in a natural gas and oil exploration  program in the Central Basin in
Michigan. The Company has a 5% working interest in this prospect.  Additionally,
the Company raised  approximately  $1,575,000 from  participants who purchased a
7.5% working  interest in this prospect.  Under the terms of the agreements with
the participants,  30% of the participants'  interest will revert to the Company
after the participants receive a return of their entire investment. To date, one
well has been drilled and seven  existing well bores have been  re-entered  with
the goal of producing  natural gas.  One is a commercial  well  producing at the
rate of approximately  one million cubic feet per day, three are  non-commercial
wells and four are currently awaiting further evaluation.  The Company, together
with other  working  interest  owners,  are currently  reviewing the  completion
protocol for these four wells, specifically the fracture procedures, with a view
towards  re-entering  one or more of these  four  wells  in the hope  that a new
fracture  protocol  may  enable the  production  of  natural  gas in  commercial
quantities. These four wells are not included in the tables below.
<PAGE>


         In January 1997, the Company  exchanged a portion of its  approximately
17.5%  working  interest in a developed  natural gas property and a gas plant in
the Thornbury area for a working interest in undeveloped  lands in the Thornbury
area plus approximately $830,000 in cash. As a result, the Company's interest in
both the developed  and  undeveloped  properties  in the  Thornbury  area is now
12.5%.  No revenue or gain was recognized from this  transaction;  proceeds were
credited  against the full cost pool. The Company spent  approximately  $930,000
for the nine months  ended June 30, 1997  towards  the  development  of 11 wells
(1.38 net wells), all successful,  and the completion of new compressor stations
at Thornbury.

         During the nine months  ended June 30,  1997,  the  Company  invested a
total of $4,892,000 in oil and natural gas properties, as compared to $3,861,000
during the prior year  period.  For the nine  months  ended June 30,  1997,  the
Company participated in the drilling of 52 wells in Alberta,  Canada,  Michigan,
North Dakota and Louisiana as follows:

                Productive   Productive   Productive
                Oil Wells    Gas Wells    Oil / Gas   Dry Holes    Total Wells
               -----------  -----------  -----------  -----------  ------------
               Exp.   Dev.  Exp.   Dev.  Exp.   Dev.  Exp.   Dev.  Exp.    Dev.
               ----  -----  ----   ----  ----   ----  ----   ----  ----    ----
CANADA
- ------
  Gross        2.00  18.00  1.00   12.00   -    4.00  1.00   5.00  4.00   39.00
  Net          0.35   1.67  0.04    1.46   -    0.67  0.29   0.71  0.68    4.51

U.S.A.
- ------
  Gross         -     2.00  1.00     -     -     -    4.00   2.00  5.00    4.00
  Net           -     0.27  0.05     -     -     -    0.19   0.17  0.24    0.44

         During the three  months  ended June 30,  1997,  the  Company  invested
$1,239,000 in oil and natural gas properties,  as compared to $1,051,000  during
the prior year's third  quarter.  For the three months ended June 30, 1997,  the
Company  participated in the drilling of 19 wells in Alberta,  Canada,  Michigan


                Productive   Productive   Productive
                Oil Wells    Gas Wells    Oil / Gas   Dry Holes    Total Wells
               -----------  -----------  -----------  -----------  ------------
               Exp.   Dev.  Exp.   Dev.  Exp.   Dev.  Exp.   Dev.  Exp.    Dev.
               ----  -----  ----   ----  ----   ----  ----   ----  ----    ----
CANADA
- ------
  Gross         -    10.00   -      1.00   -    1.00  1.00   2.00  1.00   14.00
  Net           -     1.06   -      0.09   -    0.11  0.29   0.20  0.29    1.46

U.S.A.
- ------
  Gross         -     1.00   -       -     -     -    3.00    -    3.00    1.00
  Net           -     0.23   -       -     -     -    0.14    -    0.14    0.23

         "Net well" refers to Barnwell's aggregate  participating  interest in a
given number of gross wells.  For example,  a 50% interest in a well  represents
one  gross  well,  but 0.50 net  well.  The  gross  figure  includes  Barnwell's
interest, as well as the portion owned by others.

         The Company  invested  $491,000 towards the rezoning of the North Kona,
Hawaii,  property interest held by Kaupulehu  Developments,  a 50.1% owned joint
venture,  and  invested  $119,000 in contract  drilling and other assets for the
nine months ended June 30, 1997.
<PAGE>


         The  Company's  revolving  credit  facility  with its bank was  renewed
through  March 1, 1998 for  $14,000,000  ($19,000,000  Canadian  dollars).  This
represents an increase in the credit facility of approximately  $3,000,000.  The
Company had  approximately  $5,000,000 of available credit under the facility at
June 30, 1997.  Cash at June 30, 1997  totaled  $3,656,000  and working  capital
totaled  $1,965,000.  The  Company  anticipates  that it will  fund its  planned
capital  expenditures  for  drilling  for the  remainder of the fiscal year with
existing cash balances and future cash flows from operations.


RESULTS OF OPERATIONS
- ---------------------

Oil and Gas
- -----------
                            SELECTED OPERATING STATISTICS
                 -------------------------------------------------
                                    Average Prices
                 -------------------------------------------------  
                     Three months ended               Increase
                           June 30,                  (Decrease)
                 -------------------------       -----------------
                    1997           1996              $          %
                 ---------      ----------       --------      ---
Oil (Bbls)*      $   18.13      $   18.57           (0.44)      (2)
Liquids (Bbls)*  $   16.38      $   14.55            1.83       13
Gas (MCF)**      $    1.39      $    1.19            0.20       17

                     Nine months ended                Increase
                           June 30,                  (Decrease)
                 ------------------------        -----------------
                    1997           1996              $          %
                 ---------      ---------        -------       ---
Oil (Bbls)*      $   20.17      $   16.38           3.79        23
Liquids (Bbls)*  $   19.04      $   12.96           6.08        47
Gas (MCF)**      $    1.54      $    1.12           0.42        38

                                    Net Sales Volumes
                 -------------------------------------------------         
                   Three months ended                 Increase
                        June 30,                     (Decrease)
                 ------------------------        -----------------
                    1997           1996            Units        %
                 ---------      ---------        ---------     ---
Oil (Bbls)*        44,000         52,000          (8,000)      (15)
Liquids (Bbls)*    14,000         17,000          (3,000)      (18)
Gas (MCF)**       874,000      1,008,000        (134,000)      (13)

                     Nine months ended                Increase
                           June 30,                  (Decrease)
                 ------------------------        -----------------
                    1997           1996            Units        %
                 ---------      ---------        ---------     ---
Oil (Bbls)*        142,000        153,000        (11,000)       (7)
Liquids (Bbls)*     46,000         60,000        (14,000)      (23)
Gas (MCF)**      2,844,000      3,416,000       (572,000)      (17)

 *Bbls = stock tank barrel equivalent to 42 U.S. gallons
**MCF = 1,000 cubic feet

         Oil and natural gas  revenues  decreased  $290,000  (11%) for the three
months  ended June 30,  1997,  as compared  to the same  period in 1996,  due to
production decreases in oil, natural gas liquids and natural gas of 15%, 18% and
13%,  respectively,  partially  offset  by  price  increases  of 17% and 13% for
natural gas and natural gas liquids, respectively. The decline in production for
all products was due to normal production  declines in the Company's  properties
and to the  reduction  of its  interest  in the  Thornbury  property  due to the
rationalization  of the Company's  Thornbury  property,  discussed  above,  with
surrounding undeveloped land.
<PAGE>

         Oil and  natural gas  revenues  increased  $880,000  (11%) for the nine
months ended June 30, 1997, as compared to the same period in 1996, due to price
increases  of 47%,  38% and 23% for  natural gas  liquids,  natural gas and oil,
respectively.  This  increase  due to  higher  prices  was  partially  offset by
production decreases in natural gas liquids, natural gas and oil of 23%, 17% and
7%,  respectively.  The decline in  production of all products was due to normal
production  declines in the  Company's  properties  and to the  reduction of its
interest in the Thornbury  property due to the  rationalization of the Company's
Thornbury property, discussed above, with surrounding undeveloped land.

         Oil and natural gas operating  expenses  increased $44,000 (5%) for the
three months ended June 30, 1997, as compared to the same period in 1996, due to
operating  expenses  related to new  prospects  in Michigan.  This  increase was
partially  offset by lower  operating  expenses  due to  decreased  natural  gas
production.  Oil and natural gas operating  expenses were relatively  comparable
for the nine months ended June 30, 1997, as compared to the same period in 1996,
increasing by $47,000 (2%).


Contract Drilling
- -----------------

         Contract  drilling  revenues and costs are  associated  with water well
drilling and water pump installation,  replacement and repair in Hawaii.  Demand
for  well  drilling  and pump  installation  services  is  dependent  upon  land
development  activities in Hawaii, which has decreased  significantly from prior
years'  levels.  Demand  for water  pump  replacement  and  repair is  primarily
dependent upon the timing of water system  renovations and replacements by water
utilities and other entities.

         For the three months ended June 30, 1997,  contract  drilling  revenues
increased  $110,000  (23%) and operating  profit before  depreciation  increased
$12,000 (8%), as compared to the same period in the prior year, due to increased
revenue and profits generated by pump repair operations.

         For the nine months ended June 30,  1997,  contract  drilling  revenues
decreased  $560,000  (30%) and operating  profit before  depreciation  decreased
$326,000  (61%), as compared to the same period in the prior year, due primarily
to the fact  that work  performed  on a  significant  pump  renovation  contract
contributed  $403,000 of revenues in the prior year period; this job contributed
only  $58,000  in  revenues  in the  current  year  period as the job was nearly
complete as of the end of the  previous  fiscal  year.  Operating  results  also
decreased  as compared  to the prior year  period due to lower  demand for water
well drilling and pump installation work.

         Included in contract  drilling  revenues for the nine months ended June
30, 1997 is $230,000 of revenues  resulting  from the receipt of payment in full
on a well drilling  contract  which was completed in 1994; the contract had been
discounted due to risks associated with the length of time between completion of
the  contract  and the due  date  of the  final  payment.  Gross  margin  before
depreciation related to this item amounted to $150,000 for the nine months ended
June 30, 1997.
<PAGE>


Gas Processing and Other
- ------------------------

         Gas  processing and other income  increased  $40,000 (17%) and $290,000
(46%)  for the three and nine  months  ended  June 30,  1997,  respectively,  as
compared  to the same  period  in  1996,  due to an  increase  in  non-unit  gas
processed at the Dunvegan gas plants.


General and Administrative Expenses
- -----------------------------------

         General and administrative expenses increased $24,000 (3%) and $150,000
(6%) for the  three  and nine  months  ended  June 30,  1997,  respectively,  as
compared  to the same  periods in 1996,  due to  increased  personnel  costs and
general inflationary increases.


Depreciation, Depletion and Amortization
- ----------------------------------------

         Depreciation,  depletion and amortization  decreased $165,000 (21%) and
$328,000 (14%) for the three and nine months ended June 30, 1997,  respectively,
as compared to the same periods in 1996.  The decrease was due to lower  natural
gas,  oil and natural  gas  liquids  production  in the  current  year  periods,
partially offset by an increase in the U.S. depletion rate.


Interest Expense
- ----------------

         Interest  expense  decreased  $30,000 (17%) and $72,000 (13%),  for the
three and nine months ended June 30, 1997, respectively, as compared to the same
periods in 1996, due primarily to higher  capitalized  interest costs related to
the Company's  development  of land in Hawaii and natural gas and oil properties
in the Central Basin in Michigan.
<PAGE>
                                                                 
PART II. OTHER INFORMATION


Item 6.     Exhibits and reports on Form 8-K

            None.



                                    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 thereunto duly authorized.


                            BARNWELL INDUSTRIES, INC.
                            -------------------------
                                  (Registrant)



                             /s/ Russell M. Gifford
                            ------------------------
                               Russell M. Gifford
                               Vice President and
                             Chief Financial Officer


Date:   August 12, 1997






<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Barnwell Industries Inc.'s third quarter 10-QSB and is
qualified in its entirety by reference to such 10-QSB.
</LEGEND>
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          SEP-30-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                            3656
<SECURITIES>                                         0
<RECEIVABLES>                                     1103
<ALLOWANCES>                                        10
<INVENTORY>                                         70
<CURRENT-ASSETS>                                  5197
<PP&E>                                           56558
<DEPRECIATION>                                   32161
<TOTAL-ASSETS>                                   31659
<CURRENT-LIABILITIES>                             3232
<BONDS>                                          11100
                                0
                                          0
<COMMON>                                           821
<OTHER-SE>                                       11215
<TOTAL-LIABILITY-AND-EQUITY>                     31659
<SALES>                                          10190
<TOTAL-REVENUES>                                 11110
<CGS>                                             3741
<TOTAL-COSTS>                                     3741
<OTHER-EXPENSES>                                  2077
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 478
<INCOME-PRETAX>                                   2347
<INCOME-TAX>                                      1407
<INCOME-CONTINUING>                                940
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       940
<EPS-PRIMARY>                                      .71
<EPS-DILUTED>                                        0
        

</TABLE>


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