MAGELLAN PETROLEUM CORP /DE/
10-Q, 1998-02-10
CRUDE PETROLEUM & NATURAL GAS
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(Mark one)

[X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended           December 31, 1997
                               ---------------------------------------

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________________ to ____________________

Commission file number     1-5507

                         MAGELLAN PETROLEUM CORPORATION
 ................................................................................
             (Exact name of registrant as specified in its charter)

            DELAWARE                                              06-0842255
 ................................................................................
 (State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)

149 Durham Road, Madison, Connecticut                                 06443
 ................................................................................
(Address of principal executive offices)                           (Zip Code)

                                  203-245-7664
 ................................................................................
              (Registrant's telephone number, including area code)

 ................................................................................
              (Former name, former address and former fiscal year,
                         if changed since last report)

         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
l934  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 requirements for the past 90 days.
                                                          |X|  Yes      |_|   No

         The number of shares outstanding of the issuer's single class of common
stock as of February 9, 1998 was 24,982,495.



<PAGE>





                         PART I - FINANCIAL INFORMATION

                          Item 1. Financial Statements

                         MAGELLAN PETROLEUM CORPORATION

                           CONSOLIDATED BALANCE SHEET
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                             December 31,              June 30,
                                                                                 1997                    1997

                                                                             -----------             -----------

                               ASSETS
Current assets:
<S>                                                                          <C>                     <C>        
  Cash and cash equivalents                                                  $10,924,201             $12,942,862
  Accounts receivable                                                          1,674,742               1,356,912
  U.S. Government securities                                                     876,336               2,211,205
  Reimbursable development costs                                                 635,977                 260,553
  Inventories                                                                    243,083                 250,069
                                                                             -----------             -----------
          Total current assets                                                14,354,339              17,021,601
                                                                             -----------             -----------

Property and equipment:
  Oil and gas properties (successful efforts method)                          41,280,639              45,891,237
  Land, buildings and equipment                                                1,677,791               1,837,114
  Field equipment                                                              1,482,893               1,598,387
                                                                             -----------             -----------
                                                                              44,441,323              49,326,738
  Less accumulated depletion, depreciation and amortization                  (18,881,159)            (20,704,121)
                                                                             -----------             -----------
                                                                              25,560,164              28,622,617
                                                                             -----------             -----------

  Other assets                                                                   505,444                 585,889
                                                                             -----------             -----------
                                                                             $40,419,947             $46,230,107
                                                                             ===========             ===========
                  LIABILITIES, MINORITY INTERESTS
                      AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                           $ 1,261,944             $ 1,869,818
  Accrued liabilities                                                            760,826                 933,256
                                                                             -----------             -----------
          Total current liabilities                                            2,022,770               2,803,074
                                                                             -----------             -----------

Long term liabilities:
  Deferred income taxes                                                        6,824,331               7,087,224
  Reserve for future site restoration costs                                      627,728                 650,311
                                                                             -----------             -----------
                                                                               7,452,059               7,737,535
                                                                             -----------             -----------

Minority interests                                                            13,193,468              16,146,564
                                                                             -----------             -----------

Commitments (Note 2)

Stockholders' equity:
  Common stock, par value $.01 per share:
    Authorized  50,000,000 shares
    Outstanding 24,982,495 and 24,851,245 shares, respectively                   249,802                 248,512
  Capital in excess of par value                                              43,532,261              43,410,176
                                                                             -----------             -----------
                                                                              43,782,063              43,658,688
  Accumulated deficit                                                        (19,850,378)            (20,386,549)
  Foreign currency translation adjustments                                    (6,180,035)             (3,729,205)
                                                                             -----------             -----------
Total stockholders' equity                                                    17,751,650              19,542,934
                                                                             -----------             -----------
                                                                             $40,419,947             $46,230,107
                                                                             ===========             ===========
</TABLE>


<PAGE>



                         PART I - FINANCIAL INFORMATION

                          Item 1. Financial Statements

                         MAGELLAN PETROLEUM CORPORATION

                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (unaudited)


<TABLE>
<CAPTION>
                                                              Three months ended                  Six months ended
                                                                 December 31,                       December 31,
                                                             1997             1996              1997             1996
                                                          ----------        ----------       ----------        ----------
Revenues:
<S>                                                       <C>               <C>              <C>              <C>        
  Oil sales                                               $1,229,381        $1,878,147       $2,372,928       $ 3,636,475
  Gas sales                                                2,864,909         2,940,415        5,748,035         5,711,358
  Other production related revenues                          235,647           412,836          564,264           769,555
  Interest income                                            167,355           226,643          363,877           450,579
                                                          ----------        ----------       ----------        ----------
                                                           4,497,292         5,458,041        9,049,104        10,567,967
                                                          ----------        ----------       ----------        ----------
 Costs and expenses:
  Production costs                                           871,305         1,110,618        1,805,214         2,395,436
  Exploration and dry hole costs                             181,260                 -        1,784,306                 -
  Salaries and employee benefits                             465,839           505,041          870,937           938,417
  Depletion, depreciation and amortization                   595,274           948,214        1,115,943         1,814,099
  Auditing, accounting and legal services                     98,216            57,374          278,026           251,423
  Shareholder communications                                 112,085           115,149          131,700           134,185
  Other administrative expenses                              287,729           155,751          561,082           369,667
  Bad debts                                                  239,201                 -          239,201                 -
  Interest                                                     7,151            22,953           14,642            30,835
                                                          ----------        ----------       ----------        ----------
                                                           2,858,060         2,915,100        6,801,051         5,934,062
                                                          ----------        ----------       ----------        ----------
Income before income taxes and minority interests          1,639,232         2,542,941        2,248,053         4,633,905
  Income tax provision                                       520,420         1,226,503          771,709         1,994,962
                                                          ----------        ----------       ----------        ----------
Income before minority interests                           1,118,812         1,316,438        1,476,344         2,638,943
  Minority interests                                         652,504           894,134          940,173         1,656,301
                                                          ----------        ----------       ----------        ----------
 Net income                                               $  466,308        $  422,304       $  536,171       $   982,642
                                                          ==========        ==========       ==========       ===========

 Average number of shares outstanding
   Basic                                                  24,973,120        24,747,370       24,920,888        24,723,316
                                                          ==========        ==========       ==========        ==========
  Diluted                                                 25,257,495        25,257,495       25,257,495        25,257,495
                                                          ==========        ==========       ==========        ==========

Net income per share
  Basic and Diluted EPS                                      $.02             $.02              $.02             $.04
                                                             ====             ====              ====             ====
</TABLE>



            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                  Capital in                       Foreign currency
                                   Number         Common          excess of                           translation
                                 of shares         stock          par value          Deficit          adjustments          Total

<S>  <C> <C>                    <C>               <C>           <C>              <C>                <C>                <C>        
June 30, 1997                   24,851,245        $248,512      $43,410,176      $(20,386,549)      $(3,729,205)       $19,542,934
  Net income                             -               -                -           536,171                 -            536,171
  Currency translation
    adjustments                          -               -                -                 -        (2,450,830)        (2,450,830)
  Exercise of stock options        131,250           1,290          122,085                                                123,375
                                ----------        --------      -----------      ------------       -----------        -----------
                                                                                            -                 -
December 31, 1997               24,982,495        $249,802      $43,532,261      $(19,850,378)      $(6,180,035)       $17,751,650
                                ==========        ========      ===========      =============      ============       ===========
</TABLE>



<PAGE>


                         PART I - FINANCIAL INFORMATION

                          Item 1. Financial Statements

                         MAGELLAN PETROLEUM CORPORATION

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)

                                                          Six months ended
                                                             December 31,
                                                          1997         1996
                                                      -----------   -----------

Operating Activities:
  Net income                                          $   536,171   $   982,642
  Adjustments to reconcile net income
    to net cash provided by operating activities:
    Depletion, depreciation and amortization            1,115,943     1,814,099
    Deferred income taxes                                (262,893)    1,804,587
    Minority interests                                    940,173     1,656,301
   Increase (decrease) in operating assets
    and liabilities:
    Accounts receivable                                  (165,918)     (872,979)
    Reimbursable development costs                       (321,836)      (29,789)
    Other assets                                           36,463         2,404
    Inventories                                           145,677        (8,199)
    Income tax payable                                          -     1,998,927
    Accounts payable and accrued liabilities             (441,718)      842,555
                                                      -----------   -----------
Net cash provided by operating activities               1,582,062     4,192,694
                                                      -----------   -----------

Investing Activities:
  Sale (purchase) of U.S. Government securities         1,334,868      (946,946)
  Net additions to property and equipment              (2,015,219)   (2,246,740)
                                                      -----------   -----------
Net cash used in investing activities                    (680,351)   (3,193,686)
                                                      -----------   -----------

Financing Activities:
  Dividends to MPAL minority shareholders              (1,506,103)   (1,778,622)
  Exercise of MPC stock options                           123,375       166,875
                                                      -----------   -----------
Net cash used in financing activities                  (1,382,728)   (1,611,747)
                                                      -----------   -----------

  Effect of exchange rate changes on cash
  and cash equivalents                                 (1,537,644)      144,106
                                                      -----------   -----------
Net decrease in cash and cash equivalents              (2,018,661)     (468,633)
  Cash and cash equivalents at
    beginning of year                                  12,942,862    11,278,957
                                                      -----------   -----------
Cash and cash equivalents at
    end of period                                     $10,924,201   $10,810,324
                                                      ===========   ===========



<PAGE>



                         PART I - FINANCIAL INFORMATION

                         MAGELLAN PETROLEUM CORPORATION

                                December 31, 1997

Item 1.       Financial Statements - Notes

         The  information for the three and six month periods ended December 31,
1997 and 1996,  is  unaudited  but includes  all  adjustments  which the Company
considers  necessary for a fair  presentation  of the results of operations  for
those  periods.   All  adjustments  are  of  a  normal  recurring  nature.   The
consolidated  financial statements include the Company's 50.7% owned subsidiary,
Magellan Petroleum Australia Limited ("MPAL").

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

              Results of Operations

         Statements   included  in  Management's   Discussion  and  Analysis  of
Financial  Condition  and  Results of  Operations  which are not  historical  in
nature,  are  intended  to be, and are hereby  identified  as  "forward  looking
statements"  for  purposes  of the "Safe  Harbor"  Statement  under the  Private
Securities  Litigation  Reform Act of 1995.  The Company  cautions  readers that
forward looking  statements are subject to certain risks and uncertainties  that
could cause  actual  results to differ  materially  from those  indicated in the
forward looking statements.

         During fiscal 1997, the Company  adopted the successful  efforts method
of  accounting  for its  oil  and gas  operations,  therefore,  the  results  of
operations may vary  materially from quarter to quarter.  An active  exploration
program  may  result in  greater  exploration  and dry holes  costs.  Under this
method, the cost of drilling a dry hole is written off immediately.  The Company
had  previously  followed the full cost method of accounting  whereby all of its
exploratory and dry holes costs had been capitalized by country. These costs had
been amortized over a period of years through the depletion deduction.

         If the worldwide decrease in the price of crude oil and the decrease in
the value of the Australian dollar continues, the Company's future earnings will
most likely be adversely impacted.

         Liquidity and Capital Resources

Consolidated

         At  December  31,  1997,  the  Company  on  a  consolidated  basis  had
approximately $11,860,000 of cash and securities.

         A summary of the major changes in cash and cash equivalents  during the
period is as follows:

         Cash and cash equivalents at beginning of period         $12,943,000
         Sale of U.S. Government securities                         1,335,000
         Cash provided by operations                                1,582,000
         Exercise of stock options                                    123,000
         Dividends paid to MPAL minority shareholders              (1,506,000)
         Net additions to property and equipment                   (2,015,000)
         Effect of exchange on cash and cash equivalents           (1,538,000)
                                                                 -------------
         Cash and cash equivalents at end of period               $10,924,000
                                                                  ===========



<PAGE>


                         PART I - FINANCIAL INFORMATION

                         MAGELLAN PETROLEUM CORPORATION

                                December 31, 1997

Item 2.       Management's Discussion and Analysis of Financial Condition and
              Results of Operations (Cont'd)

As to the Company (unconsolidated)

         At December 31, 1997,  Magellan Petroleum  Corporation  ("MPC"),  on an
unconsolidated  basis,  had working capital of approximately  $4,136,000.  MPC's
normal annual operating  budget is  approximately  $700,000 and its current cash
position  and its future  dividends  from MPAL  should be  adequate  to meet its
current cash  requirements.  During fiscal 1998, MPC has budgeted  approximately
$400,000 for oil and gas exploration. MPC also has available a $1.5 million bank
line of  credit.  MPC has in the  past  invested  and may in the  future  invest
substantial portions of its available funds to maintain its majority interest in
MPAL.

         During  September 1997, MPC received a dividend of $1,546,000 from MPAL
which was added to MPC's working capital.

As to MPAL

         At  December  31,  1997,  MPAL had  working  capital  of  approximately
$8,196,000.  MPAL has budgeted  approximately  $4.7 million for  exploration  in
fiscal 1998. MPAL expects to fund its exploration and development  costs through
its cash flow from  Australian  operations,  and, if necessary,  any  additional
requirements from its A.$10 million bank line of credit.

         Results of Operations

Three month period ended December 31, 1997 vs. December 31, 1996.

         The Company had consolidated net income of $466,308 for the three month
period  ended  December  31, 1997  compared  to net income of  $422,304  for the
comparable  1996  period.  The  components  of  consolidated  net income for the
comparable periods were as follows:
                                                  Three month period ended
                                                        December 31,
                                                 1997                 1996
                                              ----------           ----------
MPC unconsolidated pretax loss                $(203,604)           $(221,774)
MPC income tax                                        -             (273,911)
Share of MPAL pretax income                     933,547            1,400,555
Share of MPAL income tax provision             (263,635)            (482,566)
                                              ----------           ----------
Consolidated net income                       $ 466,308            $ 422,304
                                              =========            =========

Net income per share                             $.02                 $.02
                                                 ====                 ====


<PAGE>


Item 2.          Management's Discussion and Analysis of Financial Condition and
                 Results of Operations (Cont'd)

                                    Revenues

          Oil sales  decreased by 35% in the current  quarter to $1,229,000 from
$1,878,000 in 1996 because of a 3% decrease in oil prices, a 23% decrease in the
number  of units  sold  and the 13%  Australian  foreign  exchange  decrease  as
discussed below. Oil sales are expected to continue to decline unless additional
development wells are drilled to maintain  production levels.  MPAL is dependent
on the operator  (65%  control) to maintain  field  production  and initiate new
drilling.  Oil unit sales in barrels  ("bbls") and the average  price per barrel
sold during the periods indicated were as follows:

                                   Three month period ended December 31,
                                  1997 Sales                   1996 Sales
                                      Average price                Average price
                           bbls          per bbl         bbls         per bbl
Australia-Mereenie        69,879        A.$29.00        90,799       A.$29.86


         Gas sales  decreased 3% to $2,865,000  in 1997 from  $2,940,000 in 1996
because of the 13% Australian  foreign exchange decrease as discussed below. The
decrease  was  partially  offset by a 9% increase in the volumes of gas sold and
modest  price  increases  as shown  below.  Total gas  volumes  are  expected to
continue at least at current  levels in the short  term.  The volumes in billion
cubic feet ("bcf"),  (before  deducting  royalties) and the average price of gas
per  thousand  cubic feet  ("mcf")  sold  during the periods  indicated  were as
follows:

                                    Three month period ended December 31,
                                    1997 Sales                 1996 Sales
                                        Average price              Average price
                                bcf        per mcf          bcf      per mcf
                                            (A.$)                      (A.$)
Australia:                                                       
Palm Valley                                                      
  Alice Springs contract        .312        2.93            .284       2.95
  Darwin contract               .587        2.02            .635       2.02
Mereenie:                                                          
  Darwin contact                .583        2.03            .523       1.99
  Other                         .415        2.76            .300       2.72
                                ----                        ----   
       Total                   1.897                       1.742   
                               =====                       =====   
                                                                
                                                                 

<PAGE>


                         PART I - FINANCIAL INFORMATION

                         MAGELLAN PETROLEUM CORPORATION

                                December 31, 1997

Item 2.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations (Cont'd)

         Other  production  related  revenues  decreased 43% to $236,000 in 1997
compared to $413,000 in 1996  partially  because of the 13%  Australian  foreign
exchange  decrease as discussed  below.  MPAL's  share of pipeline  tariffs also
decreased  during the 1997  period  because  gas sales to the Mt. Todd gold mine
were terminated by the bankruptcy of the operator of the mine.

         Interest  decreased 26% in 1997.  The decrease from $227,000 in 1996 to
$167,000 in 1997 resulted  from the  combination  of less capital  available for
investment,  lower  interest  rates  and the  13%  Australian  foreign  exchange
decrease as discussed below.

                               Costs and Expenses

         Production  costs  decreased 22% in 1997 to $871,000 from $1,111,000 in
1996.  The  decrease  relates to a decrease in costs at Mereenie and Palm Valley
and the 13% Australian foreign exchange decrease as discussed below.

         Exploration and dry hole costs  totaled  $181,000  in 1997 which is the
cost of general exploration projects during the period.

          Depreciation,  depletion  and  amortization  decreased  37% in 1997 to
$595,000 from $948,000 in 1996. The decrease reflects the decrease in the number
of units sold and the increase in gas reserves used to calculate depletion.

         Auditing,  accounting  and  legal  services  increased  71% in  1997 to
$98,000 from $57,000 in 1996.  The 1996 period  included a credit of $67,000 for
certain legal costs  recovered by MPAL in settlement of a 1994 dispute.  Without
the  nonrecurring  credit,  audit,  accounting  and legal  services  would  have
decreased $26,000 during the 1997 period.

          Other  administrative  expenses increased 85% from $156,000 in 1996 to
$288,000 in 1997.  MPAL`s travel expenses  increased and there was a decrease in
the amount of overhead chargeable to the Company's joint venture partners.

          Bad  debts  increased  to  $239,000  during  the  1997  period.   MPAL
established a reserve for the amount due from  Pegasus Gold Australian Pty. Ltd.
because of its bankruptcy filing.



<PAGE>


Item 2.          Management's Discussion and Analysis of Financial Condition and
                 Results of Operations (Cont'd)

                                  Income Taxes

          Income tax expense  decreased  from  $1,227,000 in 1996 to $520,000 in
1997.  The  effective  income tax rate for 1997 was 32% compared to 48% in 1996.
The  statutory  income tax rate in Australia  is 36%. In addition,  there was no
Australian  withholding  tax on MPC's 1997 dividend from MPAL. The components of
tax income expense between MPC and MPAL were as follows:


                                             1997                       1996
                                             ----                       ----
MPC                                      $        -                 $  274,000
MPAL                                        520,000                    953,000
                                         ----------                 ----------
Consolidated                             $  520,000                 $1,227,000
                                         ==========                 ==========

                                 Exchange Effect

         The  value  of  the  Australian  dollar  relative  to the  U.S.  dollar
decreased  to $.6503  at  December  31,  1997  compared  to a value of $.7258 at
September 30, 1997. This resulted in a $3,348,000 charge to the foreign currency
translation  adjustments  account for the three month period ended  December 31,
1997. The average exchange rate used to translate MPAL's operations in Australia
was $.6922 for the quarter  ended  December  31,  1997,  which is a 13% decrease
compared to the $.7971 rate for the quarter ended December 31, 1996.

Six month period ended December 31, 1997 vs. December 31, 1996.

         The Company had  consolidated  net income of $536,171 for the six month
period  ended  December  31, 1997  compared  to net income of  $982,642  for the
comparable  1996  period.  The  components  of  consolidated  net income for the
comparable periods were as follows:

                                                      Six month period ended
                                                            December 31,
                                                      1997              1996
MPC unconsolidated pretax loss                     $(428,085)        $(441,731)
MPC income tax                                        (1,000)         (276,117)
Share of MPAL pretax income                        1,355,683         2,571,226
Share of MPAL income tax provision                  (390,427)         (870,736)
                                                  -----------        ----------
Consolidated net income                            $ 536,171         $ 982,642
                                                  ==========         =========

Net income per share                                 $.02               $.04
                                                     ====               ====


<PAGE>


Item 2.          Management's Discussion and Analysis of Financial Condition and
                 Results of Operations (Cont'd)

                                    Revenues

          Oil sales  decreased by 35% in the current  period to $2,373,000  from
$3,636,000 in 1996 because of a 2% decrease in oil prices, a 26% decrease in the
number  of units  sold  and the 10%  Australian  foreign  exchange  decrease  as
discussed below. Oil sales are expected to continue to decline unless additional
development wells are drilled to maintain  production levels.  MPAL is dependent
on the operator (65% control) to maintain  field  production.  Oil unit sales in
barrels  ("bbls")  and the  average  price per barrel  sold  during the  periods
indicated were as follows:

                                    Six month period ended December 31,
                                  1997 Sales                   1996 Sales
                                      Average price                Average price
                           bbls          per bbl         Bbls         per bbl
Australia-Mereenie        140,730        A.$27.23       189,726       A.$27.72


         Gas sales  increased 1% to $5,748,000  in 1997 from  $5,711,000 in 1996
primarily as a result of a 11% increase in the volumes of gas sold. The increase
was  partially  offset  by the  10%  Australian  foreign  exchange  decrease  as
discussed below.  Total gas volumes are expected to continue at least at current
levels in the short term.  The volumes in billion  cubic feet  ("bcf"),  (before
deducting  royalties)  and the  average  price of gas per  thousand  cubic  feet
("mcf") sold during the periods indicated were as follows:

                                      Six month period ended December 31,
                                     1997 Sales                 1996 Sales
                                        Average price              Average price
                                bcf        per mcf          bcf       per mcf
                                            (A.$)                      (A.$)
Australia:                                              
Palm Valley                                             
  Alice Springs contract        .592        2.94            .515       2.95
  Darwin contract              1.220        2.02           1.012       2.02
Mereenie:                                               
  Darwin contact               1.037        1.99           1.150       2.09
  Other                         .842        2.79            .638       2.71
                                ----                        ----
       Total                   3.691                       3.315
                               =====                       =====
                                                        
                                                       

<PAGE>


Item 2.           Management's Discussion and Analysis of Financial Condition
                  and Results of Operations (Cont'd)

         Other  production  related  revenues  decreased 27% to $564,000 in 1997
compared to $770,000 in 1996  partially  because of the 10%  Australian  foreign
exchange  decrease as discussed  below.  MPAL's  share of pipeline  tariffs also
decreased  during the 1997  period  because  gas sales to the Mt. Todd gold mine
were terminated by the bankruptcy of the operator of the mine.

         Interest  decreased 19% in 1997.  The decrease from $451,000 in 1996 to
$364,000 in 1997 resulted  from the  combination  of less capital  available for
investment,  lower  interest  rates,  and the 10%  Australian  foreign  exchange
decrease as discussed below.

                               Costs and Expenses

         Production costs decreased 25% in 1997 to $1,805,000 from $2,395,000 in
1996.  The  decrease  relates to a decrease in costs at Mereenie and Palm Valley
and the 10% decrease in the average value of the Australian dollar.

         Exploration  and dry hole  costs  totaled  $1,784,000  in 1997 which is
primarily the cost of drilling the Schilling-1 well offshore  Western  Australia
which was plugged and abandoned during the first quarter of the fiscal year.

          Depreciation,  depletion  and  amortization  decreased  39% in 1997 to
$1,116,000  from  $1,814,000 in 1996. The decrease  reflects the decrease in the
number  of  units  sold  and the  increase  in gas  reserves  used to  calculate
depletion.

         Auditing,  accounting  and  legal  services  increased  11% in  1997 to
$278,000 from $251,000 in 1996. The 1996 period included a credit of $67,000 for
certain legal costs  recovered by MPAL in settlement of a 1994 dispute.  Without
the  nonrecurring  credit,  audit,  accounting  and legal  services  would  have
decreased $40,000 during the 1997 period.

          Other  administrative  expenses increased 52% from $370,000 in 1996 to
$561,000 in 1997.  MPAL's travel expenses  increased and there was a decrease in
the amount of overhead chargeable to the Company's joint venture partners.


<PAGE>


Item 2.          Management's Discussion and Analysis of Financial Condition and
                 Results of Operations (Cont'd)

                                  Income Taxes

          Income tax expense  decreased  from  $1,995,000 in 1996 to $772,000 in
1997.  The  effective  income tax rate for 1997 was 34% compared to 43% in 1996.
The  statutory  income tax rate in Australia  is 36%. In addition,  there was no
Australian  withholding  tax on MPC's 1997 dividend from MPAL. The components of
tax income expense between MPC and MPAL were as follows:


                                              1997                      1996
                                              ----                      ----
MPC                                         $  1,000                 $  276,000
MPAL                                         771,000                  1,719,000
                                            --------                 ----------
Consolidated                                $772,000                 $1,995,000
                                            ========                 ==========

                                 Exchange Effect

         The  value  of  the  Australian  dollar  relative  to the  U.S.  dollar
decreased to $.6503 at December  31, 1997  compared to a value of $.7538 at June
30,  1997.  This  resulted  in a  $2,451,000  charge  to  the  foreign  currency
translation  adjustments  account for the six month  period  ended  December 31,
1997.  The 14%  decrease in the value of the  Australian  dollar  decreased  the
reported  asset and  liability  amounts in the balance at December 31, 1997 from
the June 30, 1997 amounts.  The average  exchange rate used to translate  MPAL's
operations in Australia was $.7138 for the period ended December 31, 1997, which
is a 10% decrease  compared to the $.7920 rate for the period ended December 31,
1996.



<PAGE>



                           PART II - OTHER INFORMATION

                         MAGELLAN PETROLEUM CORPORATION

                                December 31, 1997

Item 4.           Submission of Matters to a Vote of Security Holders.

                  (a) On December 3, 1997,  the Company held its Annual  General
Meeting of Stockholders for the year ended June 30, 1997.

                  (b) The following directors were reelected as directors of the
Company. The vote was as follows:

                                       Shares                    Stockholders
                                  For        Withheld          For     Withheld
Walter McCann                 20,830,389      636,882         3,248       237
Ronald P. Pettirossi          20,968,726      505,545         3,466        19

                  (C) The  firm  of  Ernst & Young  LLP,  was  appointed  as the
Company's  independent  auditors for the year ending June 30, 1998. The vote was
as follows:

                                      Shares                  Stockholders
For                                21,027,048                    3,274
Against                               215,188                       98
Abstain                               225,035                      113

Item 5.           Other Information.

          During November 1997, MPAL announced the signing of a contract for the
sale of an  additional  58 BCF of gas from the  Mereenie  field in the  Northern
Territory of Australia.  The new contract  covers a 10 year period  beginning in
early 1999 and will generate  unescalated gross revenues of approximately  A.$70
million for MPAL which has a 35% interest in the field.

          During  November 1997,  MPAL also announced that contract negotiations
for the sale of 17 BCF of  Mereenie gas to  Pegasus Gold Australia Pty. Ltd. had
been suspended. Pegasus has made a bankruptcy filing.

          MPAL has given  notice of its  withdrawal  from the WA-74-P  permit in
offshore  Western  Australia as of December 31, 1997. The Schilling-1 well which
was drilled in the permit was plugged and abandoned during September 1997.

          MPAL is  acquiring a 10%  interest in permits  TP/12 and EP 358 on the
Carnarvon  Basin  offshore  Western  Australia  from  Santos,   Ltd.  MPAL  will
participate in two wells at a total cost of approximately A.$1.2 million.


<PAGE>


                           PART II - OTHER INFORMATION

                         MAGELLAN PETROLEUM CORPORATION

                                December 31, 1997

          The  Company  expects  that the  following  exploratory  wells will be
drilled  during the remainder of the current fiscal year. The actual dates could
change for  various  reasons  such as the  availability  of  drilling  rigs.  In
addition,  the Company or its partners  could decide not to drill or participate
in the drilling of a well at any particular location.

                    Location                           Estimated Drilling Date

             Ngalia Basin                                   March 1998
             Maryborough Basin                              April 1998
             Carnarvon Basin                                May 1998

Item 6.           Exhibits and Reports on Form 8-K

         None.



<PAGE>







                                   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 thereunto duly authorized:






                                       MAGELLAN PETROLEUM CORPORATION
                                                  Registrant





Date:  February 9, 1998                By /s/ James R. Joyce
                                          James R. Joyce, President and
                                          Chief Financial and Accounting Officer



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