-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JWYyhUUkmHFD53dgUSwXkCEwuV2fPf8seBstpBNld/oSl0Lglxqfe/6Ilk2vAih5 Wr8KwwOigp/gT4l04e4zyQ== 0000929638-05-000269.txt : 20051212 0000929638-05-000269.hdr.sgml : 20051212 20051212112848 ACCESSION NUMBER: 0000929638-05-000269 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20051212 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051212 DATE AS OF CHANGE: 20051212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BARNWELL INDUSTRIES INC CENTRAL INDEX KEY: 0000010048 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 720496921 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05103 FILM NUMBER: 051257325 BUSINESS ADDRESS: STREET 1: 1100 ALAKEA ST. STREET 2: SUITE 2900 CITY: HONOLULU STATE: HI ZIP: 96813 BUSINESS PHONE: 808-531-8400 MAIL ADDRESS: STREET 1: 1100 ALAKEA ST. STREET 2: SUITE 2900 CITY: HONOLULU STATE: HI ZIP: 96813 FORMER COMPANY: FORMER CONFORMED NAME: BMA CORP/TN DATE OF NAME CHANGE: 19770324 FORMER COMPANY: FORMER CONFORMED NAME: BARNWELL OFFSHORE INC DATE OF NAME CHANGE: 19671101 8-K 1 barnwell8k12dec05.htm

 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 12, 2005

BARNWELL INDUSTRIES, INC.

______________________

(Exact name of registrant as specified in its charter)

Delaware

 

1-5103

 

72-0496921

(State or other jurisdiction
of incorporation)

 

 

(Commission
File Number)

 

 

(IRS Employer
Identification No.)

1100 Alakea Street, Suite 2900, Honolulu, Hawaii

 

96813

(Address of principal executive offices)

 

(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R.230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. 240.13e-4(c))

 


 

 

 

 

Item 8.01.

Other Events.

Attached hereto as Exhibit 99.1 is a press release issued by the Registrant on December 12, 2005 that is incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

 

(c)

Exhibits

 

 

99.1

Press Release, dated December 12, 2005.

 

 

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date: December 12, 2005

BARNWELL INDUSTRIES, INC.

 

_/s/ Russell M. Gifford___________________

Russell M. Gifford
Executive Vice President and

Chief Financial Officer

 

 

 

 

 

 

 

 

GRAPHIC 2 ballot.jpg GRAPHIC begin 644 ballot.jpg M_]C_X``02D9)1@`!`0$!+`$L``#_VP!#``@&!@<&!0@'!P<)"0@*#!0-#`L+ M#!D2$P\4'1H?'AT:'!P@)"XG("(L(QP<*#7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0`'P$``P$!`0$! M`0$!`0````````$"`P0%!@<("0H+_\0`M1$``@$"!`0#!`<%!`0``0)W``$" M`Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O`58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H`#`,!``(1`Q$`/P#U."#5-9UW M7U'B/4K&"SO4MX8+6*V*A3;0R$DR0LQ):1N_I6KX5OKC4_!^B7]W()+FZL() MI7``W.T:EC@<#DGI3+GPKI=S>W5V6U"&:Z=9)C;:G EX-99.1 3 barnwellexhibit12dec05.htm

Exhibit 99.1

 

 

CONTACT:

Alexander C. Kinzler

 

 

President and Chief Operating Officer

 

 

Russell M. Gifford

 

 

Executive Vice President and Chief Financial Officer

 

 

Tel: (808) 531-8400

 

BARNWELL INDUSTRIES, INC. REPORTS YEAR-END RESULTS

AND A CASH DIVIDEND

 

HONOLULU, HAWAII, December 12, 2005 -- Barnwell Industries, Inc., (ASE-BRN) today reported net earnings of $1,803,000 ($0.21 per share – diluted, split-adjusted) for the quarter ended September 30, 2005, as compared to net earnings of $870,000 ($0.10 per share – diluted, split-adjusted) for the quarter ended September 30, 2004. For the year ended September 30, 2005, Barnwell reported net earnings of $6,027,000 ($0.70 per share – diluted, split-adjusted), as compared to net earnings of $8,710,000 ($1.03 per share – diluted, split-adjusted) for the year ended September 30, 2004.

 

Mr. Morton H. Kinzler, Chairman and Chief Executive Officer of Barnwell, commented, “Fiscal 2005 was Barnwell’s third best year of net earnings in its 49 year history. This was due to record earnings in our oil and natural gas segment and positive results in our two other divisions, land investment and contract drilling. Oil and natural gas revenues increased $8,884,000 or 37% over fiscal 2004 primarily as a result of higher natural gas and oil prices. Net earnings in fiscal 2005 were less than in fiscal 2004 as fiscal 2004 net earnings included the receipt of an $11,550,000 closing payment from the sale of an interest in leasehold land in February 2004 and deferred income tax benefits of $1,740,000 due to the enactment of reductions in Canadian income tax rates. In addition, net earnings were less than in fiscal 2004 because of an increase in stock appreciation rights expense, after income taxes, of $1,608,000 in fiscal 2005 as compared to fiscal 2004 resulting from an increase in the market price of Barnwell’s stock.

 

“Net revenues and earnings increased for the fourth quarter due to increases in prices of natural gas, oil and natural gas liquids as compared to the prior year’s fourth quarter. For the year ended September 30, 2005, Barnwell’s natural gas, oil and natural gas liquids prices all increased significantly and natural gas production increased 7% as compared to the prior year.

 

“Fiscal 2005 has been a sterling year for Barnwell encompassing its first ever stock split, a two-for-one split distributed on January 28, 2005. At the beginning of fiscal 2006 Barnwell had its second stock split, a three-for-one split distributed on November 14, 2005. Additionally, we were pleased to report in November 2005 that Kaupulehu Developments, Barnwell’s 77.6%-owned land development partnership, received $2,875,000 for the fifth and a portion of the sixth of ten scheduled option payments related to its development rights. Also, in 2005, WB KD Acquisition LLC (“WB”) received Federal and State of Hawaii approvals to begin marketing the first phase of 38 lots of the first increment of 80 single-family lots on property bordering the Pacific Ocean. WB acquired Kaupulehu Developments’ leasehold interests in the property in the aforementioned February 2004 transaction.  WB has excavated, processed

 

 

 

Continued From Page One

 

 

Barnwell Industries, Inc.

December 12, 2005

IMMEDIATE RELEASE

Page Two

 

 

and placed material on the single-family lots bringing a majority of the first phase of 38 lots to finished grade.”

 

Barnwell Industries also announced today that its Board of Directors has declared

a cash dividend of $0.025 per share payable January 4, 2006, to stockholders of record on December 20, 2005.

 

The information contained in this press release contains “forward-looking statements,” which are statements related to future, not past events. In this context, forward-looking statements often address our expected future business and financial performance, and often contain words such as “expects,” “anticipates,” “intends,” “plans,” “seeks,” “will,” and similar expressions. While these statements represent our current judgment on what the future may hold, and we believe these judgments are reasonable, actual results may differ materially due to numerous important risks and uncertainties that may affect our operations, markets, products, services, and prices, as described in our Annual Report on Form 10-KSB filed with the Securities and Exchange Commission. Accordingly, there is no assurance that our expectations will be realized. We assume no obligation to update any forward-looking statements contained in this press release as the result of new information or future events or developments except as required by applicable law.

 

COMPARATIVE OPERATING RESULTS

 

 

 

 

 

 

 

 

 

 

 

(Audited)

 

(Unaudited)

 

 

Year ended

 

Three months ended

 

 

September 30,

 

September 30,

 

 

2005

 

2004

 

2005

 

2004

 

 

 

 

 

 

 

 

 

Revenues

 

$   44,210,000

 

$   38,540,000

 

$   11,687,000

 

$      8,420,000

 

 

 

 

 

 

 

 

 

Net earnings

 

$    6,027,000

 

$     8,710,000

 

$    1,803,000

 

$        870,000

 

 

 

 

 

 

 

 

 

Earnings per share – basic

(split-adjusted)

 

$                0.74

 

$                1.10

 

$               0.22

 

$                0.11

 

 

 

 

 

 

 

 

 

Earnings per share – diluted

(split-adjusted)

 

$               0.70

 

$                1.03

 

$               0.21

 

$                0.10

 

 

 

 

 

 

 

 

 

Weighted average shares

 

 

 

 

 

 

 

 

and equivalent shares

 

 

 

 

 

 

 

 

outstanding (split-adjusted):

 

 

 

 

 

 

 

 

Basic

 

8,152,531

 

7,943,682

 

8,169,060

 

7,985,442

 

 

 

 

 

 

 

 

 

Diluted

 

8,643,032

 

8,441,372

 

8,710,150

 

8,460,305

 

 

 

 

 

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