BARNWELL INDUSTRIES INC
10QSB, 2000-05-15
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 March 31, 2000

          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 small business issuer 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
                (Issuer's telephone number, including area code)





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

                              Yes    X       No
                                   -----           -----




As of May 12, 2000 there were 1,316,952 shares of common stock, par value $0.50,
outstanding.

Transitional Small Business Disclosure Format   Yes         No     X
                                                     -----       -----

                                       2
<PAGE>



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


PART I.  FINANCIAL INFORMATION:

Item 1.  Financial Statements

         Condensed Consolidated Balance Sheets -
         March 31, 2000 and September 30, 1999 (Unaudited)

         Consolidated Statements of Operations -
         three and six months ended March 31, 2000 and 1999 (Unaudited)

         Condensed Consolidated Statements of Cash Flows -
         six months ended March 31, 2000 and 1999 (Unaudited)

         Consolidated Statements of
         Stockholders'  Equity and  Comprehensive  Income  (Loss) -
         three months ended March 31, 2000 and 1999 (Unaudited)

         Consolidated Statements of
         Stockholders' Equity and Comprehensive Income (Loss) -
         six months ended March 31, 2000 and 1999 (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

                                       3
<PAGE>


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



ASSETS                                              March 31,      September 30,
- ------                                                2000             1999
                                                  ------------     ------------
CURRENT ASSETS:
   Cash and cash equivalents                      $  6,231,000     $  2,577,000
   Accounts receivable, net                          1,453,000        1,873,000
   Other current assets                                774,000        1,147,000
                                                  ------------     ------------
TOTAL CURRENT ASSETS                                 8,458,000        5,597,000

INVESTMENT IN LAND                                   3,694,000        3,519,000

OTHER ASSETS                                           204,000          207,000

NET PROPERTY AND EQUIPMENT                          24,957,000       23,972,000
                                                  ------------     ------------

     TOTAL ASSETS                                 $ 37,313,000     $ 33,295,000
                                                  ============     ============

LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------

CURRENT LIABILITIES:
   Accounts payable                               $  1,408,000     $  1,894,000
   Accrued expenses                                  2,355,000        1,975,000
   Current portion of long-term debt                   400,000        1,650,000
   Income taxes payable                                912,000          251,000
   Other current liabilities                         1,163,000          787,000
                                                  ------------     ------------
     TOTAL CURRENT LIABILITIES                       6,238,000        6,557,000
                                                  ------------     ------------

LONG-TERM DEBT                                      10,380,000       12,631,000
                                                  ------------     ------------

DEFERRED INCOME TAXES                                7,063,000        6,301,000
                                                  ------------     ------------

MINORITY INTEREST                                    2,249,000             -
                                                  ------------     ------------

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                                15,011,000       11,801,000
   Accumulated other comprehensive loss -
     foreign currency translation adjustments       (2,763,000)      (3,130,000)
   Treasury stock, at cost, 325,845 shares          (4,789,000)      (4,789,000)
                                                  ------------     ------------
     TOTAL STOCKHOLDERS' EQUITY                     11,383,000        7,806,000
                                                  ------------     ------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $ 37,313,000     $ 33,295,000
                                                  ============     ============

Note A: The condensed  consolidated  balance sheet at September 30, 1999 has
        been derived from the audited consolidated financial statements at that
        date.

            See Notes to Condensed Consolidated Financial Statements

                                       4
<PAGE>
<TABLE>
<CAPTION>

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


                                        Three months ended            Six months ended
                                             March 31,                    March 31,
                                     --------------------------   -------------------------
                                         2000          1999           2000         1999
                                     ------------   -----------   -----------   -----------
Revenues:
<S>                                  <C>            <C>           <C>           <C>
  Oil and natural gas                $  3,530,000   $ 2,070,000   $ 6,660,000   $ 4,420,000
  Contract drilling                       870,000       580,000     1,850,000     1,330,000
  Gas processing and other                470,000       190,000       670,000       390,000
  Property sold                         6,540,000          -        6,540,000          -
                                     ------------   -----------   -----------   -----------

                                       11,410,000     2,840,000    15,720,000     6,140,000
                                     ------------   -----------   -----------   -----------
Costs and expenses:
  Oil and natural gas operating           830,000       688,000     1,580,000     1,505,000
  Contract drilling operating             682,000       479,000     1,443,000     1,055,000
  General and administrative              922,000       662,000     1,642,000     1,426,000
  Depreciation, depletion and
    amortization                          867,000       623,000     1,571,000     1,317,000
  Interest                                202,000       193,000       406,000       399,000
  Foreign exchange losses                 206,000          -          206,000          -
  Minority interest in earnings         3,297,000          -        3,297,000          -
                                     ------------   -----------   -----------   -----------

                                        7,006,000     2,645,000    10,145,000     5,702,000
                                     ------------   -----------   -----------   -----------

Earnings before income taxes            4,404,000       195,000     5,575,000       438,000

Income tax provision                    1,734,000       165,000     2,365,000       358,000
                                     ------------   -----------   -----------   -----------

NET EARNINGS                         $  2,670,000   $    30,000   $ 3,210,000   $    80,000
                                     ============   ===========   ===========   ===========

BASIC EARNINGS PER COMMON SHARE      $       2.03   $      0.02   $      2.44   $      0.06
                                     ============   ===========   ===========   ===========
DILUTED EARNINGS PER COMMON SHARE    $       1.93   $      0.02   $      2.34   $      0.06
                                     ============   ===========   ===========   ===========
<FN>

                  See Notes to Condensed Consolidated Financial Statements
</FN>
</TABLE>

                                       5
<PAGE>
<TABLE>
<CAPTION>

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

                                                                  Six months ended
                                                                      March 31,
                                                             ----------------------------
                                                                2000             1999
                                                             -----------      -----------

Cash Flows from Operating Activities:
<S>                                                          <C>              <C>
   Net earnings                                              $ 3,210,000      $    80,000
   Adjustments to reconcile net earnings
    to net cash provided by operating activities:
     Minority interest in earnings                             3,297,000             -
     Depreciation, depletion, and amortization                 1,571,000        1,317,000
     Deferred income taxes                                       673,000           30,000
     Foreign exchange losses                                     206,000             -
     Pre-tax gain on sale of equity securities                  (238,000)            -
     Pre-tax earnings on property sold                        (6,540,000)            -
                                                             -----------      -----------

                                                               2,179,000        1,427,000
    Increase (decrease) from changes
       in current assets and liabilities                       1,553,000       (1,153,000)
                                                             -----------      -----------

       Net cash provided by operating activities               3,732,000          274,000
                                                             -----------      -----------

Cash Flows from Investing Activities:
   Cash received on sale of property                           6,540,000             -
   Proceeds from sale of equity securities                       381,000             -
   Proceeds from sale of oil and natural gas properties           52,000           70,000
   Decrease in other assets                                        3,000            3,000
   Capital expenditures - contract drilling and other           (168,000)        (162,000)
   Additions to investment in land                              (350,000)        (416,000)
   Capital expenditures - oil and natural gas                 (2,152,000)        (503,000)
                                                             -----------      -----------

      Net cash provided by (used in)
            investing activities                               4,306,000       (1,008,000)
                                                             -----------      -----------

Cash Flows from Financing Activities:
   Long-term debt borrowings                                      50,000          546,000
   Distribution to minority interest partner                    (873,000)            -
   Repayments of long-term debt                               (3,566,000)        (200,000)
                                                             -----------      -----------

      Net cash (used in) provided by
            financing activities                              (4,389,000)         346,000
                                                             -----------      -----------

Effect of exchange rate
   changes on cash and cash equivalents                            5,000            5,000
                                                             -----------      -----------

Net increase (decrease) in cash and cash equivalents           3,654,000         (383,000)
Cash and cash equivalents at beginning of period               2,577,000        2,178,000
                                                             -----------      -----------

Cash and cash equivalents at end of period                   $ 6,231,000      $ 1,795,000
                                                             ===========      ===========

Supplemental disclosures of cash flow information:

   Cash paid during the period for:
     Interest (net of amounts capitalized)                   $   438,000      $   440,000
                                                             ===========      ===========

     Income taxes                                            $ 1,150,000      $    52,000
                                                             ===========      ===========
<FN>

                  See Notes to Condensed Consolidated Financial Statements
</FN>
</TABLE>

                                       6
<PAGE>
<TABLE>
<CAPTION>

                                            BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS)
                                            Three months ended March 31, 2000 and 1999
                                                           (Unaudited)

                                                                                     Accumulated
                                            Additional  Comprehensive                   Other                         Total
                                   Common     Paid-In      Income       Retained    Comprehensive    Treasury     Stockholders'
                                   Stock      Capital      (Loss)       Earnings        Loss          Stock          Equity
                                  --------  ----------  -------------  -----------  -------------  -------------  -------------
<S>                               <C>       <C>         <C>            <C>          <C>            <C>            <C>
Balances at December 31, 1998     $821,000  $3,103,000                 $11,331,000  $  (3,688,000)  $ (4,789,000)  $  6,778,000

Comprehensive income:
  Net earnings                                          $      30,000       30,000                                       30,000
  Other comprehensive income,
    net of income taxes -
    foreign currency
      translation adjustments                                 201,000                     201,000                       201,000
                                                        -------------
Total comprehensive income                              $     231,000
                                  --------  ----------  =============  -----------  -------------  -------------  -------------

Balances at March 31, 1999        $821,000  $3,103,000                 $11,361,000  $  (3,487,000) $  (4,789,000) $   7,009,000
                                  ========  ==========                 ===========  =============  =============  =============


Balances at December 31, 1999     $821,000  $3,103,000                 $12,341,000  $  (2,917,000) $  (4,789,000) $   8,559,000

Comprehensive income:
  Net earnings                                          $   2,670,000    2,670,000                                    2,670,000
  Other comprehensive loss,
    net of income taxes -
    foreign currency
     translation adjustments                                  (52,000)                    (52,000)                      (52,000)
                                                        -------------
Total comprehensive income                              $   2,618,000
                                                        =============

Foreign exchange
  losses recognized                                                                       206,000                       206,000
                                  --------  ----------                 -----------  -------------  -------------  -------------

Balances at March 31, 2000        $821,000  $3,103,000                 $15,011,000  $  (2,763,000) $  (4,789,000) $  11,383,000
                                  ========  ==========                 ===========  =============  =============  =============
<FN>


                                     See Notes to Condensed Consolidated Financial Statements
</FN>
</TABLE>

                                       7
<PAGE>
<TABLE>
<CAPTION>

                                            BARNWELL INDUSTRIES, INC. AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND COMPREHENSIVE INCOME (LOSS)
                                              Six months ended March 31, 2000 and 1999
                                                           (Unaudited)

                                                                                     Accumulated
                                            Additional  Comprehensive                   Other                        Total
                                   Common    Paid-In        Income       Retained   Comprehensive    Treasury     Stockholders'
                                   Stock     Capital        (Loss)       Earnings       Loss           Stock         Equity
                                  --------  ----------  -------------  -----------  -------------  -------------  -------------
<S>                               <C>       <C>         <C>            <C>          <C>            <C>            <C>
Balances at
   September 30, 1998             $821,000  $3,103,000                 $11,281,000  $  (3,672,000) $  (4,789,000) $   6,744,000

Comprehensive income:
  Net earnings                                          $      80,000       80,000                                       80,000
  Other comprehensive income,
    net of income taxes -
    foreign currency
     translation adjustments                                  185,000                     185,000                       185,000
                                                        -------------
Total comprehensive income                              $     265,000
                                  --------  ----------  =============  -----------  -------------  -------------  -------------

Balances at March 31, 1999        $821,000  $3,103,000                 $11,361,000  $  (3,487,000) $  (4,789,000) $   7,009,000
                                  ========  ==========                 ===========  =============  =============  =============


Balances at
   September 30, 1999             $821,000  $3,103,000                 $11,801,000  $  (3,130,000) $  (4,789,000) $   7,806,000

Comprehensive income:
  Net earnings                                          $   3,210,000    3,210,000                                    3,210,000
  Other comprehensive income,
    net of income taxes -
    foreign currency
     translation adjustments                                  161,000                     161,000                       161,000
                                                        -------------
Total comprehensive income                              $   3,371,000
                                                        =============

Foreign exchange
  losses recognized                                                                       206,000                       206,000
                                  --------  ----------                 -----------  -------------  -------------  -------------

Balances at March 31, 2000        $821,000  $3,103,000                 $15,011,000  $  (2,763,000) $  (4,789,000) $  11,383,000
                                  ========  ==========                 ===========  =============  =============  =============
<FN>

                                     See Notes to Condensed Consolidated Financial Statements
</FN>
</TABLE>

                                       8
<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  March  31,  2000,  the
Consolidated  Statements of Operations  for the three and six months ended March
31, 2000 and 1999, the Condensed  Consolidated  Statements of Cash Flows for the
six months ended March 31, 2000 and 1999,  and the  Consolidated  Statements  of
Stockholders'  Equity  and  Comprehensive  Income  (Loss)  for the three and six
months ended March 31, 2000 and 1999 have been prepared by Barnwell  Industries,
Inc.  (referred to herein  together with its  subsidiaries  as "Barnwell" or the
"Company") and are  unaudited.  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 March 31, 2000
and for all periods presented have been made. The Condensed Consolidated Balance
Sheet  as of  September  30,  1999  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.   These  condensed  consolidated
financial statements should be read in conjunction with the financial statements
and notes thereto included in the Company's  September 30, 1999 annual report to
stockholders.  The results of operations for the period ended March 31, 2000 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
      -------------------------

      Basic  earnings  per share  ("EPS")  excludes  dilution and is computed by
dividing  net  earnings  by  the   weighted-average   number  of  common  shares
outstanding  for the  period.  The  weighted-average  number  of  common  shares
outstanding  was 1,316,952 for the three and six months ended March 31, 2000 and
1999.

      Diluted EPS includes the potentially dilutive effect of outstanding common
stock  options  and  securities  which are  convertible  to common  shares.  The
weighted-average  number  of  common  and  potentially  dilutive  common  shares
outstanding was 1,398,365 and 1,393,162 for the three and six months ended March
31, 2000,  respectively,  and 1,316,952 for the three and six months ended March
31, 1999.

      Reconciliations  between the  numerator and  denominator  of the basic and
diluted earnings per share computations for the three and six months ended March
31, 2000 is as follows:

                                         Three months ended March 31, 2000
                                      ---------------------------------------
                                      Net Earnings       Shares     Per-Share
                                      (Numerator)     (Denominator)    Amount
                                      ---------------------------------------

Basic earnings per share              $2,670,000        1,316,952      $ 2.03
                                                                       ======

Effect of dilutive securities -
 common stock options                       -              11,413

Convertible debentures                    23,000           70,000
                                      ----------       ----------

Diluted earnings per share            $2,693,000        1,398,365      $ 1.93
                                      ==========       ==========      ======

                                       9
<PAGE>

                                          Six months ended March 31, 2000
                                      ---------------------------------------
                                      Net Earnings       Shares     Per-Share
                                      (Numerator)     (Denominator)    Amount
                                      ---------------------------------------
Basic earnings per share              $3,210,000        1,316,952      $ 2.44
                                                                       ======

Effect of dilutive securities -
 common stock options                       -               6,210

Convertible debentures                    48,000           70,000
                                      ----------       ----------

Diluted earnings per share            $3,258,000        1,393,162      $ 2.34
                                      ==========       ==========      ======


      Assumed  conversion of certain  common stock options was excluded from the
computation of diluted EPS for the three and six months ended March 31, 2000 and
1999 because their inclusion would be antidilutive. For the three and six months
ended March 31, 2000,  antidilutive options to acquire 50,000 and 74,000 shares,
respectively,  of the Company's common stock were outstanding. For the three and
six months ended March 31, 1999,  antidilutive  options to acquire 55,000 shares
of the Company's common stock were outstanding.

      Assumed  conversion  of the  convertible  debentures  to 90,000  shares of
common stock at March 31, 1999 was excluded from the  computation of diluted EPS
for the three and six months ended March 31, 1999 because their  inclusion would
be antidilutive.

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

      The  components  of the  provision  for income taxes for the three and six
months ended March 31, 2000 and 1999 are as follows:

                          Three months ended              Six months ended
                                March 31,                     March 31,
                       --------------------------     -------------------------
                          2000            1999           2000           1999
                       ----------       ---------     ----------      ---------
Current - U.S.         $  267,000       $    -        $  267,000      $    -
Current - Foreign         936,000         150,000      1,425,000        328,000
                       ----------       ---------     ----------      ---------
Total - Current         1,203,000         150,000      1,692,000        328,000
                       ----------       ---------     ----------      ---------

Deferred - U.S.           600,000          15,000        660,000         30,000
Deferred - Foreign        (69,000)           -            13,000           -
                       ----------       ---------     ----------      ---------
Total - Deferred          531,000          15,000        673,000         30,000
                       ----------       ---------     ----------      ---------
                       $1,734,000       $ 165,000     $2,365,000      $ 358,000
                       ==========       =========     ==========      =========


4.    SEGMENT INFORMATION
      -------------------

      The Company operates three segments: exploring for, developing,  producing
and  selling  oil and  natural gas in Canada;  investing  in  leasehold  land in
Hawaii; and drilling wells and installing and repairing water pumping systems in
Hawaii.  The Company's  reportable  segments are strategic  business  units that
offer  different  products and  services.  They are managed  separately  as each
segment requires different operational methods, operational assets and marketing
strategies, and operate in different geographical locations.

      The  Company  does  not  allocate  general  and  administrative  expenses,
interest expense,  interest income or income taxes to segments, and there are no
transactions between segments that affect segment profit or loss.

                                       10
<PAGE>
<TABLE>
<CAPTION>


                               Three months ended March 31,   Six months ended March 31,
                                --------------------------    --------------------------
                                   2000           1999           2000            1999
                                -----------    -----------    -----------    -----------
Revenues:
<S>                             <C>            <C>            <C>            <C>
  Oil and natural gas           $ 3,530,000    $ 2,070,000    $ 6,660,000    $ 4,420,000
  Contract drilling                 870,000        580,000      1,850,000      1,330,000
  Land development                6,540,000           -         6,540,000           -
  Other                             377,000        172,000        517,000        355,000
                                -----------    -----------    -----------    -----------

  Total                         $11,317,000    $ 2,822,000    $15,567,000    $ 6,105,000
                                ===========    ===========    ===========    ===========

Depreciation, depletion
  and amortization:
  Oil and natural gas           $   681,000    $   551,000    $ 1,309,000    $ 1,201,000
  Contract drilling                  49,000         26,000         98,000         52,000
  Other                             137,000         46,000        164,000         64,000
                                -----------    -----------    -----------    -----------

  Total                         $   867,000    $   623,000    $ 1,571,000    $ 1,317,000
                                ===========    ===========    ===========    ===========

Operating profit
  (before general and
  administrative expenses):
  Oil and natural gas           $ 2,019,000    $   831,000    $ 3,771,000    $ 1,714,000
  Contract drilling                 139,000         75,000        309,000        223,000
  Land development                3,243,000           -         3,243,000           -
  Other                             240,000        126,000        353,000        291,000
                                -----------    -----------    -----------    -----------

  Total                           5,641,000      1,032,000      7,676,000      2,228,000

  General and
    administrative expenses        (922,000)      (662,000)    (1,642,000)    (1,426,000)
  Interest expense                 (202,000)      (193,000)      (406,000)      (399,000)
  Interest income                    93,000         18,000        153,000         35,000
  Foreign exchange losses          (206,000)          -          (206,000)          -
                                -----------    -----------    -----------    -----------

   Earnings before
      income taxes              $ 4,404,000    $   195,000    $ 5,575,000    $   438,000
                                ===========    ===========    ===========    ===========
</TABLE>


5.    FUTURE ACCOUNTING CHANGES
      -------------------------

      In June 1998, the Financial  Accounting  Standards  Board ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 133,  "Accounting for
Derivative Instruments and Hedging Activities," which establishes accounting and
reporting  standards  for  derivative  instruments  and hedging  activities  and
requires  that  an  entity   recognize  all  derivatives  as  either  assets  or
liabilities in the statement of financial position and measure those instruments
at fair  value.  The  provisions  of SFAS No. 133 are  effective  for all fiscal
quarters of fiscal years  beginning  after June 15, 1999. In July 1999, the FASB
issued  SFAS  No.  137,  "Accounting  for  Derivative  Instruments  and  Hedging
Activities  - Deferral  of the  Effective  Date of FASB  Statement  No.  133, an
Amendment of FASB  Statement No. 133," which defers the  effective  date of SFAS
No. 133 to be effective for all fiscal  quarters of fiscal years beginning after
June 15, 2000.  Management  does not expect adoption of SFAS No. 133 will have a
material effect on the Company's financial  condition,  results of operations or
liquidity.

                                       11
<PAGE>

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  totaled  $3,732,000  for the six months ended
March 31, 2000,  an increase of $3,458,000 as compared to the same period in the
prior year,  due to an increase in operating  profit  generated by the Company's
oil and  natural gas segment  and to the timing of  receivable  collections  and
payables disbursements.

      In  January  2000,   Kaupulehu  Makai  Venture,  an  affiliate  of  Kajima
Corporation  of Japan,  exercised  a portion  of the  option  granted in 1990 by
Kaupulehu Developments,  a 50.1%-owned general partnership,  for the development
of  residential  parcels  within the Four  Seasons  Resort  Hualalai at Historic
Ka'upulehu  on the Island of Hawaii.  $1,300,000  of the  proceeds  were used to
repay Kaupulehu  Developments'  borrowings from a Hawaii bank, and $873,000 were
distributed to Kaupulehu Developments' minority interest partner.

      During the six months ended March 31, 2000, the Company repaid  $2,066,000
of its  borrowings  under a credit  facility with a Canadian  bank.  This credit
facility has been renewed through April 2001 for $17,000,000  Canadian  dollars,
or its U.S.  dollar  equivalent  of  approximately  $11,500,000,  subject to the
Company pledging several of its properties which are not currently pledged;  the
Company  intends to pledge such  properties.  At March 31, 2000, the Company had
$6,231,000  in  cash  and  cash  equivalents  and  approximately  $2,100,000  of
available credit under their credit facility with a Canadian bank.

      The Company  invested  $1,695,000  and  $2,152,000  in oil and natural gas
properties  in Canada  for the  three  and six  months  ended  March  31,  2000,
respectively,  as compared to $292,000 and $503,000 for the three and six months
ended March 31, 1999, respectively.  During the three and six months ended March
31,  2000,  the  Company  participated  in the  drilling of wells in Alberta and
British Columbia, Canada, as follows:

Three months ended March 31, 2000
- ---------------------------------

            Productive        Productive
             Oil Wells         Gas Wells         Dry Holes        Total Wells
           -------------     -------------     -------------     --------------
           Exp.     Dev.     Exp.     Dev.     Exp.     Dev.     Exp.     Dev.
           ----     ----     ----     ----     ----     ----     ----     -----
Gross       -       4.00      -       6.00      -        -        -       10.00
Net         -       0.42      -       1.08      -        -        -        1.50

Six months ended March 31, 2000
- -------------------------------

            Productive        Productive
             Oil Wells         Gas Wells         Dry Holes        Total Wells
           -------------     --------------    -------------     --------------
           Exp.     Dev.     Exp.     Dev.     Exp.     Dev.     Exp.     Dev.
           ----     ----     ----     -----    ----     ----     ----     -----
Gross       -       7.00      -       10.00     -        -        -       17.00
Net         -       0.73      -        2.43     -        -        -        3.16

      Additionally,  during the three and six months ended March 31,  2000,  the
Company  participated in the  recompletion of 6 gross wells (0.80 net wells) and
12 gross wells (2.10 net wells), respectively, in Alberta, Canada.

                                       12
<PAGE>

      The Company  invested  $350,000  (including  interest  costs  capitalized)
towards the  rezoning  of the North  Kona,  Hawaii  property  held by  Kaupulehu
Developments.  In December 1999, the Third Circuit Court of the County of Hawaii
remanded  Kaupulehu  Developments'  Special  Management  Area ("SMA") Use Permit
Petition back to the County of Hawaii Planning Commission for further review due
to procedural  issues.  In late  December  1999,  the County of Hawaii  Planning
Commission reaffirmed their approval of the SMA Use Permit Petition.  Additional
steps must be  completed  in order for  Kaupulehu  Developments  to proceed with
development  of this area,  including the  resolution of a legal  challenge to a
prior  State of Hawaii  zoning  approval  for this  project  which is before the
Hawaii Supreme Court. If Kaupulehu Developments is unable to prevail in the case
which is before the Hawaii  Supreme  Court,  and if  Kaupulehu  Developments  is
subsequently  unable  to obtain  the State of  Hawaii's  approval  after  making
additional  efforts with the  modifications  it believes are necessary to obtain
the approval,  there will be a materially adverse impairment of the value of the
Company's investment in land.

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

Oil and Natural Gas
- -------------------

                              SELECTED OPERATING STATISTICS
                              -----------------------------
                                     Average Prices
                     -----------------------------------------------
                       Three months ended               Increase
                            March 31,                  (Decrease)
                     ----------------------        -----------------
                      2000           1999            $            %
                     ------         -------        ------       ----
Oil (Bbls)*          $26.68         $ 11.04        $15.64       142%
Liquids (Bbls)*      $16.64         $  7.32        $ 9.32       127%
Gas (MCF)**          $ 1.90         $  1.48        $ 0.42        28%

                        Six months ended                Increase
                            March 31,                  (Decrease)
                     ----------------------        -----------------
                      2000           1999            $           %
                     ------         -------        ------       ----
Oil (Bbls)*          $24.63         $ 11.63        $13.00       112%
Liquids (Bbls)*      $15.37         $  7.87        $ 7.50        95%
Gas (MCF)**          $ 1.95         $  1.45        $ 0.50        34%


                                    Net Sales Volumes
                     -----------------------------------------------
                       Three months ended               Increase
                            March 31,                  (Decrease)
                     ----------------------       ------------------
                      2000           1999          Units         %
                     -------        -------       -------       ----
Oil (Bbls)*           50,000         56,000        (6,000)      (11%)
Liquids (Bbls)*       25,000         22,000         3,000        14%
Gas (MCF)**          868,000        889,000       (21,000)       (2%)

                        Six months ended                Increase
                            March 31,                  (Decrease)
                     ----------------------       ------------------
                       2000         1999           Units         %
                     ---------    ---------       -------       ----
Oil (Bbls)*             96,000      118,000       (22,000)      (19%)
Liquids (Bbls)*         55,000       42,000        13,000        31%
Gas (MCF)**          1,698,000    1,891,000      (193,000)      (10%)

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

      Oil and  natural gas  revenues  increased  $1,460,000  (71%) for the three
months ended March 31,  2000,  as compared to the same period in the prior year,
due to 142%,  127% and 28%  increases  in oil,  liquids  and natural gas prices,
respectively.  The increase was partially  offset by 11% and 2% decreases in oil
and natural gas  production,  respectively,  due to an increase in net royalties
(royalties  increase and the Alberta Royalty Tax Credit declines as prices rise)
and a decline in production from the Company's mature oil properties.

                                       13
<PAGE>

      Oil and natural gas revenues increased $2,240,000 (51%) for the six months
ended March 31, 2000,  as compared to the same period in the prior year,  due to
112%,   95%  and  34%  increases  in  oil,   liquids  and  natural  gas  prices,
respectively.  The increase was partially offset by 19% and 10% decreases in oil
and natural gas  production,  respectively,  due to an increase in net royalties
(royalties  increase and the Alberta Royalty Tax Credit declines as prices rise)
and  declines  in  production  from the  Company's  mature oil and  natural  gas
properties.

      Oil and natural gas operating  expenses  increased  $142,000 (21%) for the
three months  ended March 31, 2000,  as compared to the same period in the prior
year,  due  primarily  to workovers  and well  servicing at the Dunvegan and Red
Earth  areas.  Oil  and  natural  gas  operating  expenses  remained  relatively
unchanged  (increased $75,000 or 5%) for the six months ended March 31, 2000, as
compared to the same period in the prior year.

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

      Contract drilling revenues increased $290,000 (50%) and $520,000 (39%) for
the three and six months ended March 31, 2000, respectively,  as compared to the
same periods in the prior year.  Contract drilling  operating expenses increased
$203,000  (42%) and $388,000  (37%) for the three and six months ended March 31,
2000,  respectively,  as compared to the same  periods in the prior year.  These
increases  are due to an increase in the number of drilling jobs for the current
year  periods,  as compared to the same periods in the prior year.  Accordingly,
operating profit before depreciation  increased $87,000 (86%) and $132,000 (48%)
for the three and six months ended March 31, 2000, respectively,  as compared to
the same periods in the prior year.

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

      Gas processing  and other income  increased  $280,000  (147%) and $280,000
(72%) for the three and six  months  ended  March  31,  2000,  respectively,  as
compared to the same periods in the prior year, due primarily to a $238,000 gain
on the sale of equity securities.

Property Sold
- -------------

      In  January  2000,   Kaupulehu  Makai  Venture,  an  affiliate  of  Kajima
Corporation  of Japan,  exercised a portion of the option  granted by  Kaupulehu
Developments,   a  50.1%-owned  general  partnership,  for  the  development  of
residential  parcels  within  the  Four  Seasons  Resort  Hualalai  at  Historic
Ka'upulehu  on the  Island  of  Hawaii.  As a  result,  the  Company  recognized
$3,243,000 of pre-tax earnings, net of minority interests,  in the three and six
months ended March 31, 2000.  There were no property  sales in the three and six
months ended March 31, 1999.

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

      General and  administrative expenses increased $260,000 (39%) and $216,000
(15%) for the three and six  months  ended  March  31,  2000,  respectively,  as
compared  to the  same  periods  in the  prior  year,  due  primarily  to  costs
associated with the $6,540,000  earnings on property sold, and higher  personnel
costs due in part to the Company taking almost all of its natural gas and oil in
kind and marketing such products itself,  instead of through the operator of the
oil or natural gas property.

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

      Depletion,  depreciation  and  amortization  increased  $244,000 (39%) and
$254,000 (19%) for the three and six months ended March 31, 2000,  respectively,
as  compared  to same  periods in the prior year.  The  increases  are due to an
increase in the depletion rate,  resulting from increased capital  expenditures,
and depreciation of fixed assets purchased in fiscal 1999.

Foreign Exchange Losses
- -----------------------

      The Company  conducts  foreign  operations  in Canada.  Consequently,  the
Company  is  subject to  foreign  currency  transaction  gains and losses due to
fluctuations  of the exchange  rates  between the  Canadian  dollar and the U.S.
dollar.  During the three and six  months  ended  March 31,  2000,  the  Company
realized foreign currency transaction losses of $206,000.  There were no foreign
currency transaction gains or losses in the three and six months ended March 31,
1999. The Company cannot  accurately  predict  future  fluctuations  between the
Canadian and U.S. dollars.

                                       14
<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
Executive Vice President and
Chief Financial Officer

Date:   May 12, 2000





<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
Barnwell Industries Inc.'s 2000 second quarter 10-QSB and is qualified in
its entirety by reference to such 10-QSB.
</LEGEND>
<MULTIPLIER> 1000

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          SEP-30-2000
<PERIOD-END>                               MAR-31-2000
<CASH>                                            6231
<SECURITIES>                                         0
<RECEIVABLES>                                     1649
<ALLOWANCES>                                       196
<INVENTORY>                                        118
<CURRENT-ASSETS>                                  8458
<PP&E>                                           62454
<DEPRECIATION>                                   37497
<TOTAL-ASSETS>                                   37313
<CURRENT-LIABILITIES>                             6238
<BONDS>                                          10380
                                0
                                          0
<COMMON>                                           821
<OTHER-SE>                                       10562
<TOTAL-LIABILITY-AND-EQUITY>                     37313
<SALES>                                           8510
<TOTAL-REVENUES>                                 15720
<CGS>                                             3023
<TOTAL-COSTS>                                     6320
<OTHER-EXPENSES>                                  1571
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 406
<INCOME-PRETAX>                                   5575
<INCOME-TAX>                                      2365
<INCOME-CONTINUING>                               3210
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      3210
<EPS-BASIC>                                       2.44
<EPS-DILUTED>                                     2.34


</TABLE>


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