MAGELLAN PETROLEUM CORP /DE/
10-Q, 1998-05-12
CRUDE PETROLEUM & NATURAL GAS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

(Mark one)

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

For the quarterly period ended              March 31, 1998
                               -----------------------------------------

[   ]    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 May 4, 1998 was 24,982,495.



<PAGE>





                         PART I - FINANCIAL INFORMATION

                          Item 1. Financial Statements

                         MAGELLAN PETROLEUM CORPORATION

                           CONSOLIDATED BALANCE SHEET
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                              March 31,                June 30,
                                                                                1998                     1997
                                                                             -----------             -----------

                               ASSETS
Current assets:
<S>                                                                          <C>                     <C>        
  Cash and cash equivalents                                                  $14,408,792             $12,942,862
  Accounts receivable                                                          1,451,070               1,356,912
  U.S. Government securities                                                           -               2,211,205
  Reimbursable development costs                                                 333,449                 260,553
  Inventories                                                                    189,415                 250,069
                                                                             -----------             -----------
          Total current assets                                                16,382,726              17,021,601
                                                                             -----------             -----------

Property and equipment:
  Oil and gas properties (successful efforts method)                          41,395,422              45,891,237
  Land, buildings and equipment                                                1,705,054               1,837,114
  Field equipment                                                              1,507,652               1,598,387
                                                                             -----------             -----------
                                                                              44,608,128              49,326,738
  Less accumulated depletion, depreciation and amortization                  (19,716,212)            (20,704,121)
                                                                             -----------             -----------
  Net property and equipment                                                  24,891,916              28,622,617
                                                                             -----------             -----------

  Other assets                                                                   514,460                 585,889
                                                                             -----------             -----------
                                                                             $41,789,102             $46,230,107
                                                                             ===========             ===========
                  LIABILITIES, MINORITY INTERESTS
                      AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                           $ 1,160,518             $ 1,869,818
  Accrued liabilities                                                            766,662                 933,256
                                                                             -----------             -----------
          Total current liabilities                                            1,927,180               2,803,074
                                                                             -----------             -----------

Long term liabilities:
  Deferred income taxes                                                        7,189,876               7,087,224
  Reserve for future site restoration costs                                      670,338                 650,311
                                                                             -----------             -----------
                                                                               7,860,214               7,737,535
                                                                             -----------             -----------

Minority interests                                                            13,885,490              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                   249,825                 248,512
  Capital in excess of par value                                              43,532,238              43,410,176
                                                                             -----------             -----------
                                                                              43,782,063              43,658,688
  Accumulated deficit                                                        (19,677,383)            (20,386,549)
  Foreign currency translation adjustments                                    (5,988,462)             (3,729,205)
                                                                             -----------             -----------
Total stockholders' equity                                                    18,116,218              19,542,934
                                                                             -----------             -----------
                                                                             $41,789,102             $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                  Nine months ended
                                                                     March 31,                          March 31,
                                                              1998              1997             1998              1997
                                                                             (Restated)                         (Restated)
Revenues:
<S>                                                        <C>              <C>               <C>              <C>        
  Oil sales                                                $   851,429      $ 1,692,263       $ 3,224,357      $ 5,328,738
  Gas sales                                                  2,425,972        2,925,565         8,174,007        8,636,923
  Other production related revenues                            347,489          364,631           911,753        1,134,186
  Interest income                                              195,481          193,464           559,358          644,043
  Loss on sale of assets                                      (636,203)               -          (636,203)               -
                                                           -----------      -----------       -----------      -----------
                                                             3,184,168        5,175,923        12,233,272       15,743,890
                                                           -----------      -----------       -----------      -----------
Costs and expenses:
  Production costs                                             951,573        1,251,602         2,756,787        3,647,038
  Exploration and dry hole costs                               265,415        2,655,000         2,049,721        2,655,000
  Salaries and employee benefits                               366,296          398,609         1,237,233        1,337,026
  Depletion, depreciation and amortization                     504,437          947,925         1,620,380        2,762,024
  Auditing, accounting and legal services                      113,178           87,819           391,204          339,242
  Shareholder communications                                    22,228           25,434           153,928          159,619
  Other administrative expenses                                211,487          302,572           772,569          672,239
  Bad debts                                                          -                -           239,201                -
                                                                                                                         -
  Interest                                                       7,058            9,381            21,700           40,216
                                                           -----------      -----------       -----------      -----------
                                                             2,441,672        5,678,342         9,242,723       11,612,404
                                                           -----------      -----------       -----------      -----------
Income (loss) before income taxes and minority                 742,496         (502,419)        2,990,549        4,131,486
interests
  Income tax provision (credit)                                245,655          (94,670)        1,017,364        1,900,292
                                                           -----------      -----------       -----------      -----------
Income (loss) before minority interests                        496,841         (407,749)        1,973,185        2,231,194
  Minority interests                                           323,846          (10,330)        1,264,019        1,645,971
                                                           -----------      -----------       -----------      -----------
Net income (loss)                                          $   172,995      $  (397,419)      $   709,166      $   585,223
                                                           ===========      ===========       ===========      ===========

Average number of shares outstanding
  Basic                                                     24,982,495       24,851,245        24,939,370       24,761,695
                                                            ==========       ==========        ==========       ==========
  Diluted

Net income (loss) per share
  Basic and Diluted EPS                                       $.01             $(.02)            $.03              $.02
                                                              ====             ======            ====              ====
</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>        
June 30, 1997                   24,851,245          $248,512      $43,410,176      $(20,386,549)      $(3,729,205)      $19,542,934
  Net income                             -                 -                -           709,166                 -           709,166
  Currency translation
    adjustments                          -                 -                -                 -        (2,259,257)       (2,259,257)
  Exercise of stock options        131,250             1,313          122,062                                              123,375
                                ----------          --------      -----------      ------------       ------------       -----------
                                                                                              -                 -
March 31, 1998                  24,982,495          $249,825      $43,532,238      $(19,677,383)      $(5,988,462)      $18,116,218
                                ==========          ========      ===========      =============      ============      ===========
</TABLE>


<PAGE>


                         PART I - FINANCIAL INFORMATION

                          Item 1. Financial Statements

                         MAGELLAN PETROLEUM CORPORATION

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                    Nine months ended
                                                                                         March 31,
                                                                                1998                   1997
                                                                                                    (Restated)
Operating Activities:
<S>                                                                         <C>                    <C>        
  Net income                                                                $   709,166            $   585,223
  Adjustments to reconcile net income
    to net cash provided by operating activities:
   Exploratory and dry hole costs                                               844,156              2,655,000
   Depletion, depreciation and amortization                                   1,815,388              2,762,024
   Deferred income taxes                                                        102,652                841,742
   Minority interests                                                         1,264,019              1,645,971
  Increase (decrease) in operating assets and liabilities:
   Accounts receivable                                                          205,950                829,802
   Reimbursable development costs                                                 5,807                104,815
   Other assets                                                                 118,884                (16,333)
   Inventories                                                                  217,222                 78,613
   Income tax payable                                                                 -             (1,977,044)
   Accounts payable and accrued liabilities                                    (254,533)              (156,971)
                                                                            -----------            -----------
Net cash provided by operating activities                                     5,028,711              7,352,842
                                                                            -----------            -----------

Investing Activities:
  Sale (purchase) of U.S. Government securities                               2,211,205               (946,946)
  Net additions to property and equipment                                    (2,589,979)            (4,145,561)
                                                                            -----------            -----------
Net cash used in investing activities                                          (378,774)            (5,092,507)
                                                                            -----------            -----------

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                                                     (1,801,279)               275,803
                                                                            -----------            -----------
Net increase in cash and cash equivalents                                     1,465,930                924,391
  Cash and cash equivalents at
    beginning of year                                                        12,942,862             11,278,957
                                                                            -----------            -----------
Cash and cash equivalents at
    end of period                                                           $14,408,792            $12,203,348
                                                                            ===========            ===========
</TABLE>



<PAGE>



                         PART I - FINANCIAL INFORMATION

                         MAGELLAN PETROLEUM CORPORATION

                                 March 31, 1998

Item 1.       Financial Statements - Notes

         The  information  for the three and nine month  periods ended March 31,
1998 and 1997,  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.  At May 8, 1998, the  Australian  dollar was
equal to U.S. $.6346 as compared to U.S. $.6619 at March 31, 1998.

         Liquidity and Capital Resources

Consolidated

         At  March  31,  1998,   the  Company  on  a   consolidated   basis  had
approximately $14.4 million of cash and securities.

         A summary of the major changes in cash and cash equivalents  during the
nine month period ended March 31, 1998 is as follows:

         Cash and cash equivalents at beginning of period           $12,943,000
         Sale of U.S. Government securities                           2,211,000
         Cash provided by operations                                  5,029,000
         Exercise of stock options                                      123,000
         Dividends paid to MPAL minority shareholders                (1,506,000)
         Net additions to property and equipment                     (2,590,000)
         Effect of exchange on cash and cash equivalents             (1,801,000)
                                                                    -----------
         Cash and cash equivalents at end of period                 $14,409,000
                                                                    ===========



<PAGE>


                         PART I - FINANCIAL INFORMATION

                         MAGELLAN PETROLEUM CORPORATION

                                 March 31, 1998

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

As to the Company (unconsolidated)

         At March  31,  1998,  Magellan  Petroleum  Corporation  ("MPC"),  on an
unconsolidated  basis, had working capital of  approximately  $4 million.  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  and has spent or committed  approximately
$170,000  through  March 31, 1998.  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 March 31,  1998,  MPAL had working  capital of  approximately  $10.5
million. MPAL has budgeted  approximately $4.7 million for exploration in fiscal
1998 and spent  approximately $2 million through March 31, 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 March 31, 1998 vs. March 31, 1997.

         The Company had consolidated net income of $172,995 for the three month
period  ended  March  31,  1998  compared  to a net  loss  of  $397,419  for the
comparable 1997 period. The components of consolidated net income (loss) for the
comparable periods were as follows:

                                                   Three month period ended
                                                           March 31,
                                                 1998                    1997
                                        
MPC unconsolidated pretax loss                $(159,491)              $(386,796)
Share of MPAL pretax income (loss)              456,931                 (59,960)
Share of MPAL income tax provision             (124,445)                 49,337
                                               --------               --------- 
Consolidated net income (loss)                 $172,995               $(397,419)
                                               ========               =========
                                        
Net income (loss) per share                      $.01                   $(.02)
                                                 ====                   ======
                                       

<PAGE>


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

                                    Revenues

          Oil sales  decreased  by 50% in the current  quarter to $851,000  from
$1,692,000  in 1997 because of a 26%  decrease in oil prices,  a 12% decrease in
the number of units sold and the 14% Australian  foreign  exchange rate 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 March 31,
                                     1998 Sales                 1997 Sales
                               ----------------------     ----------------------
                                        Average price              Average price
                               bbls        per bbl        bbls        per bbl
Australia-Mereenie             72,359      A.$21.57       82,490      A.$29.25
                         
         Gas sales  decreased 17% to $2,426,000 in 1998 from  $2,926,000 in 1997
because of the 14% Australian  foreign exchange rate decrease as discussed below
and the 5% decrease in the volumes of gas sold as shown below. Total gas volumes
are  expected to decline  slightly in the short term  because of the loss of the
Mt. Todd gold mine contract. 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 March 31,
                                     1998 Sales                 1997 Sales
                               ----------------------     ----------------------
                                        Average price              Average price
                               bcf         per mcf        bcf         per mcf
                                            (A.$)                      (A.$)
Australia:                                             
Palm Valley                                            
  Alice Springs contract        .301        2.98           .296        2.95
  Darwin contract               .541        2.02           .755        2.03
Mereenie:                                              
  Darwin contact                .567        2.05           .392        1.81
  Other                         .287        2.68           .350        2.79
                               -----                      -----
       Total                   1.696                      1.793
                               =====                      =====
                                                     


<PAGE>


                         PART I - FINANCIAL INFORMATION

                         MAGELLAN PETROLEUM CORPORATION

                                 March 31, 1998

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

         Other production  related  revenues  decreased  5% to  $347,000 in 1998
compared to  $364,000 in  1997 primarily  because of the  14% Australian foreign
exchange rate decrease as discussed below.

         Interest  increased  1% in 1998 from  $193,000  in 1997 to  $195,000 in
1998.  Although  additional  funds were available for investment,  substantially
lower interest rates and the 14%  Australian  foreign  exchange rate decrease as
discussed below offset the increase.

          Loss on sale of assets.  During  March  1998,  MPAL agreed to sell its
15.625%  interest in ATP 378 P  Queensland,  Australia  to its  partner,  Santos
Limited,  for  approximately  $232,000.  The  $636,000  difference  between  the
carrying  costs of $868,000  and the sales price is included in loss on the sale
of assets.

                               Costs and Expenses

         Production  costs  decreased 24% in 1998 to $952,000 from $1,252,000 in
1997.  The  decrease  relates to a decrease in costs at Mereenie and Palm Valley
and the 14% Australian foreign exchange rate decrease as discussed below.

         Exploration  and dry hole costs  totaled  $265,000 in 1998 which is the
cost  of  general  exploration  projects  during  the  period  compared  to  the
$2,655,000 amount during the 1997 period which included the abandonment costs of
the Baca County, Colorado project.

          Depreciation,  depletion  and  amortization  decreased  47% in 1998 to
$504,000 from $948,000 in 1997. The decrease reflects the decrease in the number
of units sold, the increase in gas reserves used to calculate  depletion and the
14% Australian foreign exchange rate decrease as discussed below.

         Auditing,  accounting  and  legal  services  increased  29% in  1998 to
$113,000 from $88,000 in 1997 because of increased  Company  operations  and the
difference in quarterly periods when certain recurring services were performed.

          Other  administrative  expenses decreased 30% from $303,000 in 1997 to
$211,000  in 1998  because  there was an  increase  in the  amount  of  overhead
chargeable to the Company's joint venture  partners and a decrease in consulting
and insurance costs during the 1998 period.


<PAGE>


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

                                  Income Taxes

          Income tax expense increased from a credit of $95,000 in 1997 to a tax
provision of $246,000 in 1998.  The  effective  income tax rate for 1998 was 33%
compared to a credit of 18% in 1997 when the costs of the Baca County,  Colorado
project were written off. The statutory income tax rate in Australia is 36%. The
components of tax income expense between MPC and MPAL were as follows:


                                         1998                       1997
                                       --------                  --------- 
MPC                                    $      -                  $      -
MPAL                                    324,000                   (95,000)
                                       --------                  --------- 
Consolidated                           $324,000                  $(95,000)
                                       ========                  =========

                                 Exchange Effect

         The  value  of  the  Australian  dollar  relative  to the  U.S.  dollar
increased to $.6619 at March 31, 1998  compared to a value of $.6503 at December
31, 1997. This resulted in a $192,000 credit to the foreign currency translation
adjustments account for the three month period ended March 31, 1998. The average
exchange  rate used to translate  MPAL's  operations in Australia was $.6669 for
the quarter ended March 31, 1998, which is a 14% decrease compared to the $.7784
rate for the quarter ended March 31, 1997.

Nine month period ended March 31, 1998 vs. March 31, 1997.

         The Company had  consolidated net income of $709,166 for the nine month
period  ended  March  31,  1998  compared  to net  income  of  $585,223  for the
comparable  1997  period.  The  components  of  consolidated  net income for the
comparable periods were as follows:

                                                     Nine month period ended
                                                             March 31,
                                                     1998               1997
                                                 ------------       ------------
MPC unconsolidated pretax loss                   $  (587,576)       $  (828,527)
MPC income tax                                        (1,000)          (276,117)
Share of MPAL pretax income                        1,812,614          2,511,266
Share of MPAL income tax provision                  (514,872)          (821,399)
                                                 -----------        -----------
Consolidated net income                          $   709,166        $   585,223
                                                 ===========        ===========

Net income per share                                 $.03              $.02
                                                     ====              ====


<PAGE>


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

                                    Revenues

          Oil sales  decreased by 39% in the current  period to $3,224,000  from
$5,329,000  in 1997 because of a 10%  decrease in oil prices,  a 22% decrease in
the number of units sold and the 11% Australian  foreign  exchange rate 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:

                                       Nine month period ended March 31,
                                     1998 Sales                  1997 Sales
                               ----------------------     ----------------------
                                        Average price              Average price
                               bbls        per bbl        bbls        per bbl
Australia-Mereenie             213,089     A.$25.31       272,000     A.$28.18

         Gas sales  decreased 5% to $8,174,000 in 1998 from  $8,637,000 in 1997.
Although  there was a 5% increase in the volumes of gas sold,  the  increase was
offset by the 11% Australian  foreign exchange rate decrease as discussed below.
Total gas volumes are expected to decline  slightly in the short term because of
the loss of the Mt. Todd gold mine  contract.  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:

                                       Nine month period ended March 31,
                                     1998 Sales                 1997 Sales
                               ----------------------     ----------------------
                                        Average price              Average price
                               bcf         per mcf        bcf         per mcf
                                            (A.$)                      (A.$)
Australia:
Palm Valley
  Alice Springs contract        .892        2.95           .813        2.95
  Darwin contract              1.761        2.02          1.767        2.02
Mereenie:
  Darwin contact               1.604        2.01          1.541        2.02
  Other                        1.130        2.76           .987        2.74
                               -----                       ----
       Total                   5.387                      5.108
                               =====                      =====



<PAGE>


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

         Other  production  related  revenues  decreased 20% to $912,000 in 1998
compared to $1,134,000 in 1997 partially  because of the 11% Australian  foreign
exchange rate decrease as discussed below. MPAL's share of pipeline tariffs also
decreased  during the 1998  period  because  gas sales to the Mt. Todd gold mine
were terminated by the bankruptcy of the operator of the mine.

         Interest  decreased 13% in 1998.  The decrease from $644,000 in 1997 to
$559,000 in 1998 resulted from the combination of lower interest rates,  and the
11% Australian foreign exchange rate decrease as discussed below.

          Loss on sale of assets.  During  March  1998,  MPAL agreed to sell its
15.625%  interest in ATP 378 P  Queensland,  Australia  to its  partner,  Santos
Limited,  for  approximately  $232,000.  The  $636,000  difference  between  the
carrying  costs of $868,000  and the sales price is included in loss on the sale
of assets.

                               Costs and Expenses

         Production costs decreased 24% in 1998 to $2,757,000 from $3,647,000 in
1997.  The  decrease  relates to a decrease in costs at Mereenie and Palm Valley
and the 11% Australian foreign exchange rate decreased as discussed below.

         Exploration  and dry hole  costs  totaled  $2,050,000  in 1998 which is
primarily the $1,519,000 cost of drilling the Schilling-1  well offshore Western
Australia which was plugged and abandoned during the first quarter of the fiscal
year and the cost of general exploration projects ($531,000). The 1997 amount of
$2,655,000 included the abandonment costs of the Baca County, Colorado project.

          Depreciation,  depletion  and  amortization  decreased  41% in 1998 to
$1,620,000  from  $2,762,000 in 1997. The decrease  reflects the decrease in the
number  of  units  sold  and the  increase  in gas  reserves  used to  calculate
depletion  and the 11%  Australian  foreign  exchange rate decrease as discussed
below.

         Auditing,  accounting  and  legal  services  increased  15% in  1998 to
$391,000 from $339,000 in 1997. The 1997 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 1998 period.

          Other  administrative  expenses increased 15% from $672,000 in 1997 to
$773,000  in 1998  because  there  was a  decrease  in the  amount  of  overhead
chargeable to the Company's joint venture partners during the 1998 period.


<PAGE>


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

                                  Income Taxes

          Income tax expense  decreased from $1,900,000 in 1997 to $1,017,000 in
1998.  The  effective  income tax rate for 1998 was 34% compared to 46% in 1997.
The  statutory  income  tax rate in  Australia  is 36%.  The  difference  in the
effective income tax rates during the periods is because there was no Australian
withholding  tax on MPC's 1998 dividend from MPAL.  The components of tax income
expense between MPC and MPAL were as follows:


                                             1998                       1997
                                          ----------                 ----------
MPC                                       $    1,000                 $  276,000
MPAL                                       1,016,000                  1,624,000
                                          ----------                 ----------
Consolidated                              $1,017,000                 $1,900,000
                                          ==========                 ==========

                                 Exchange Effect

         The  value  of  the  Australian  dollar  relative  to the  U.S.  dollar
decreased to $.6619 at March 31, 1998  compared to a value of $.7538 at June 30,
1997. This resulted in a $2,259,000  charge to the foreign currency  translation
adjustments  account for the nine month  period  ended March 31,  1998.  The 12%
decrease in the value of the Australian  dollar decreased the reported asset and
liability  amounts  in the  balance  at March 31,  1998  from the June 30,  1997
amounts.  The average  exchange  rate used to  translate  MPAL's  operations  in
Australia  was  $.6982  for the  period  ended  March 31,  1998,  which is a 11%
decrease compared to the $.7874 rate for the period ended March 31, 1997.



<PAGE>



                           PART II - OTHER INFORMATION

                         MAGELLAN PETROLEUM CORPORATION

                                 March 31, 1998

Item 5.           Other Information.

          On March 16,  1998,  MPC (2  1/2%),  MPAL  (20%)  and the other  joint
venture  participants  entered into a new Production  Sharing  Agreement ("PSA")
with the  Government  of  Belize.  The new PSA  (Southern  Offshore  Block  PSA)
combines the blocks previously included in the Gladden PSA and the Block 13 PSA,
and totals approximately  893,000 acres. The work obligations of the new PSA are
as follows:

                                        Year                         Amount

                                        Year 1                  $   100,000
                                        Year 2                      300,000
                                        Year 3                    3,000,000
                                        Year 4                      150,000

          Participants                                           Interest (%)

          Belize Natural Resources, Ltd.                              18
          Dover Belize, Inc.                                          50
          Magellan Petroleum (Belize) Limited                         20
          Mountain States Petroleum Corporation                      4 1/2
          Barringer Patents, Inc.                                      3
          Magellan Petroleum Corporation                             2 1/2
          Mallon Production Company                                    2

          During April 1998,  MPAL acquired a 5% interest in Exploration  Permit
WA-199-P in the  Bonaparte  Basin in the Timor Sea offshore  Western  Australia.
MPAL will earn its interest in the permit by funding 10% of the cost of drilling
the  Kittiwake-1 well  which is estimated  to  cost  MPAL  A.$1.1  million (U.S.
$700,000).  The  Kittiwake well has  been drilled  to its projected  total depth
without encountering any commercial hydrocarbons.  The cost of the well  will be
written off in the quarter ended June 30, 1998.

          During  April 1998,  MPC agreed in principle to acquire a 20% interest
in a heavy  oil  recovery  project  in Tapia  Canyon,  California.  The field is
estimated to have approximately 12 million barrels of oil in place with only 13%
of the oil  recovered to date.  The initial  purchase  price for a 90% (75% APO)
interest in the project is $200,000 (Company share 20% - $40,000). There is also
a  commitment  to spend  $600,000 to perform  remedial  work on the field and to
complete a pilot  stream  flood  program  during  the first year of the  project
(Company share $120,000).

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:  May 12, 1998                    By /s/ James R. Joyce
                                          --------------------------------------
                                          James R. Joyce, President and
                                          Chief Financial and Accounting Officer


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