MAGELLAN PETROLEUM CORP /DE/
10-Q, 1999-05-11
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, 1999                      
                               ------------------------------------

[  ]     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
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing 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, 1999 was 25,032,495.



<PAGE>





                         MAGELLAN PETROLEUM CORPORATION

                         PART I - FINANCIAL INFORMATION

Item 1.      Financial Statements

                           CONSOLIDATED BALANCE SHEETS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                March 31,               June 30,
                                                                                  1999                    1998
                                                                              ------------            ------------
                                ASSETS
Current assets:
<S>                                                                           <C>                     <C>         
  Cash and cash equivalents                                                   $ 11,405,199            $ 12,436,297
  Accounts receivable                                                              961,999                 567,175
  Marketable securities                                                          1,568,811               1,265,495
  Reimbursable development costs                                                    23,912                 191,266
  Inventories                                                                      182,269                 218,359
  Other assets                                                                     307,932                 296,933
                                                                              ------------            ------------
          Total current assets                                                  14,450,122              14,975,525
                                                                              ------------            ------------

Marketable securities                                                            1,710,597               1,201,890
                                                                              ------------            ------------

Property and equipment:
  Oil and gas properties (successful efforts method)                            41,244,829              39,196,101
  Land, buildings and equipment                                                  1,704,922               1,510,666
  Field equipment                                                                1,300,245               1,262,464
                                                                              ------------            ------------
          Total property and equipment                                          44,249,996              41,969,231
  Less accumulated depletion, depreciation and amortization                    (21,092,725)            (18,949,917)
                                                                              ------------            ------------
  Net property and equipment                                                    23,157,271              23,019,314
                                                                              ------------            ------------

  Other assets                                                                     596,258                 582,251
                                                                              ------------            ------------
  Total assets                                                                $ 39,914,248            $ 39,778,980
                                                                              ============            ============
       LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                                            $  1,282,208            $  1,918,880
  Accrued liabilities                                                              709,315                 806,150
                                                                              ------------            ------------
          Total current liabilities                                              1,991,523               2,725,030
                                                                              ------------            ------------

Long term liabilities:
  Deferred income taxes                                                          6,308,138               5,854,261
  Reserve for future site restoration costs                                        769,740                 657,288
                                                                              ------------            ------------
          Total long term liabilities                                            7,077,878               6,511,549
                                                                              ------------            ------------

Minority interests                                                              12,810,685              13,123,313
                                                                              ------------            ------------

Stockholders' equity:
  Common stock, par value $.01 per share:
    Authorized  50,000,000 shares
    Outstanding 25,032,495 and 24,982,495 shares, respectively                     250,325                 249,825
  Capital in excess of par value                                                43,572,363              43,532,238
                                                                              ------------            ------------
  Total capital                                                                 43,822,688              43,782,063
  Accumulated deficit                                                          (19,614,512)            (19,350,036)
  Accumulated other comprehensive loss                                          (6,174,014)             (7,012,939)
                                                                              ------------            ------------
          Total stockholders' equity                                            18,034,162              17,419,088
                                                                              ------------            ------------
Total liabilities, minority interests and stockholders' equity                $ 39,914,248            $ 39,778,980
                                                                              ============            ============
</TABLE>


<PAGE>



                         MAGELLAN PETROLEUM CORPORATION

                         PART I - FINANCIAL INFORMATION

Item 1.      Financial Statements

                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                  Three months ended                  Nine months ended
                                                                       March 31,                          March 31,
                                                                1999              1998             1999              1998
                                                             -----------      -----------       -----------      -----------
Revenues:
<S>                                                          <C>              <C>               <C>              <C>        
  Oil sales                                                  $   492,143      $   851,429       $ 1,848,445      $ 3,224,357
  Gas sales                                                    2,500,074        2,425,972         7,265,096        8,174,007
  Other production related revenues                              153,638          347,489           451,836          911,753
  Interest income                                                173,222          195,481           523,761          559,358
  Loss on sale of assets                                               -         (636,203)                -         (636,203)
                                                             -----------      -----------       -----------      -----------
                                                               3,319,077        3,184,168        10,089,138       12,233,272
                                                             -----------      -----------       -----------      -----------
Costs and expenses:
  Production costs                                             1,640,961          951,573         3,742,196        2,756,787
  Exploration and dry hole costs                                 501,911          265,415         1,876,041        2,049,721
  Salaries and employee benefits                                 324,736          366,296         1,048,068        1,237,233
  Depletion, depreciation and amortization                       597,979          504,437         1,653,076        1,620,380
  Auditing, accounting and legal services                         95,259          113,178           447,666          391,204
  Shareholder communications                                      23,529           22,228           164,906          153,928
  Other administrative expenses                                  147,931          218,545           579,811          794,269
  Bad debts                                                            -                -                 -          239,201
                                                             -----------      -----------       -----------      -----------
                                                               3,332,306        2,441,672         9,511,764        9,242,723
                                                             -----------      -----------       -----------      -----------
Income (loss) before income taxes and minority interests         (13,229)         742,496           577,374        2,990,549
  Income tax provision (credit)                                   98,186          245,655           417,737        1,017,364
                                                             -----------      -----------       -----------      -----------
Income (loss) before minority interests                         (111,415)         496,841           159,637        1,973,185
  Minority interests                                              37,941          323,846           424,113        1,264,019
                                                             -----------      -----------       -----------      -----------
Net income (loss)                                            $  (149,356)     $   172,995       $  (264,476)     $   709,166
                                                             ============     ===========       ============     ===========

Average number of shares outstanding
  Basic                                                       25,032,495       24,982,495        25,027,495       24,939,370
                                                              ==========       ==========        ==========       ==========
  Diluted                                                     25,032,495       25,149,934        25,027,495       25,106,882
                                                              ==========       ==========        ==========       ==========

Net income (loss) per share
  Basic and Diluted EPS                                         $(.01)            $.01             $(.01)            $.03
                                                                ======            ====             ======            ====
</TABLE>


            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                                       Accumulated
                                                        Capital in                        Other                      Comprehensive
                              Number        Common      excess of     Accumulated     Comprehensive                      income
                            of shares       stock       par value       Deficit            loss           Total          (loss)
                            ---------       -----       ---------       -------            ----           -----          ------

<S>                         <C>            <C>         <C>            <C>              <C>             <C>             <C>          
June 30, 1998               24,982,495     $249,825    $43,532,238    $(19,350,036)    $(7,012,939)    $17,419,088     $(26,362,975)
  Net income (loss)                                                       (264,476)                       (264,476)        (264,476)
  Currency translation                               
    adjustments                      -            -              -               -         838,925         838,925          838,925
  Exercise of stock                                  
    options                     50,000          500         40,125               -               -          40,625                -
                            ----------     --------    -----------    ------------     -----------     -----------     ------------
Comprehensive                                        
    income (loss)                    -            -              -               -               -               -          574,449
                            ----------     --------    -----------    ------------     -----------     -----------     ------------
March 31, 1999              25,032,495     $250,325    $43,572,363    $(19,614,512)    $(6,174,014)    $18,034,162     $ 25,788,526
                            ==========     ========    ===========    =============    ============    ===========     ============
</TABLE>
                                                     

<PAGE>


                         MAGELLAN PETROLEUM CORPORATION

                         PART I - FINANCIAL INFORMATION

Item 1.       Financial Statements

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                       Nine months ended
                                                                                           March 31,
                                                                                1999                      1998
                                                                            -----------                -----------
Operating Activities:
<S>                                                                         <C>                        <C>        
  Net income (loss)                                                         $  (264,476)               $   709,166
  Adjustments to reconcile net income
    to net cash provided by operating activities:
   Exploratory and dry hole costs                                               420,748                    844,156
   Depletion, depreciation and amortization                                   1,653,076                  1,815,388
   Deferred income taxes                                                        453,877                    102,652
   Minority interests                                                           424,113                  1,264,019
  Increase (decrease) in operating assets and liabilities:
   Accounts receivable                                                         (249,319)                   205,950
   Reimbursable development costs                                               189,459                      5,807
   Other assets                                                                 (39,013)                   118,884
   Inventories                                                                   76,867                    217,222
   Accounts payable and accrued liabilities                                    (261,105)                  (254,533)
                                                                            -----------                -----------
Net cash provided by operating activities                                     2,404,227                  5,028,711
                                                                            -----------                -----------

Investing Activities:
  Marketable securities (purchased) sold                                       (812,023)                 2,211,205
  Net additions to property and equipment                                    (2,257,030)                (2,589,979)
                                                                            -----------                -----------
Net cash used in investing activities                                        (3,069,053)                  (378,774)
                                                                            -----------                -----------

Financing Activities:
  Dividends to MPAL minority shareholders                                      (686,567)                (1,506,103)
  Exercise of MPC stock options                                                  40,625                    123,375
                                                                            -----------                -----------
Net cash used in financing activities                                          (645,942)                (1,382,728)
                                                                            -----------                -----------

  Effect of exchange rate changes on cash
    and cash equivalents                                                        279,670                 (1,801,279)
                                                                            -----------                -----------
Net increase (decrease) in cash and cash equivalents                         (1,031,098)                 1,465,930
  Cash and cash equivalents at beginning of year                             12,436,297                 12,942,862
                                                                            -----------                -----------
Cash and cash equivalents at end of period                                  $11,405,199                $14,408,792
                                                                            ===========                ===========
</TABLE>





<PAGE>



                         MAGELLAN PETROLEUM CORPORATION

                         PART I - FINANCIAL INFORMATION

                                 March 31, 1999

Item 1.       Financial Statements - Notes

         The  information  for the three and nine month  periods ended March 31,
1999 and 1998,  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.

         The Company follows 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 hole costs.  Under this method,  the cost of drilling a dry
hole is written off immediately.

         As of July 1,  1998,  the  Company  adopted  Statement  130,  Reporting
Comprehensive Income.  Statement 130 establishes new rules for the reporting and
display of  comprehensive  income and its components;  however,  the adoption of
this  Statement  had no  impact on the  Company's  net  income or  shareholders'
equity.  Statement  130  requires  unrealized  gains or losses on the  Company's
available-for-sale securities and foreign currency translation adjustments to be
included in other comprehensive  income. Prior to the adoption of Statement 130,
these  items  were  reported  separately  in  stockholders'  equity.  Prior year
financial  statements have been  reclassified to conform to the  requirements of
Statement 130.

         The Company has assessed its Year 2000  readiness  and believes that it
is  presently  compliant.  The cost to  implement  this  plan was  approximately
$120,000  and is not  considered  material  and would have been  incurred in the
normal  course of  equipment  replacement.  The Year 2000 change  should have no
material  impact on the  Company's  internal  operations  or financial  results.
Although, the Company will be dependent on its suppliers, partners and customers
to make their systems Year 2000  compliant,  it does not expect this reliance to
have a material impact on its operations or financial results.



<PAGE>


                         MAGELLAN PETROLEUM CORPORATION

                         PART I - FINANCIAL INFORMATION

                                 March 31, 1999

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

         Total  comprehensive  income  (loss)  during  the three and nine  month
periods ended March 31, 1999 and 1998 was as follows:

<TABLE>
<CAPTION>
                                                       Three months ended                  Nine months ended
                                                            March 31,                          March 31,
                                                    1999              1998              1999              1998

<S>                                               <C>                 <C>              <C>              <C>         
Net income (loss)                                 $  (149,356)        $(172,995)       $(264,476)       $    709,166
Currency translation adjustments                    1,151,898           191,573          838,925          (2,259,257)
                                                  -----------        ----------       ----------        -------------
Total comprehensive income (loss)                  $1,002,542        $   18,578        $ 574,449         $(1,550,091)
                                                   ==========        ==========        =========         ============
</TABLE>

         Liquidity and Capital Resources

Consolidated

         At  March  31,  1999,   the  Company  on  a   consolidated   basis  had
approximately $14.7 million in cash and securities.

         A summary of the major changes in cash and cash equivalents  during the
nine month period ended March 31, 1999 is as follows:

         Cash and cash equivalents at beginning of period           $12,436,000
         Cash provided by operations                                  2,404,000
         Net additions to property and equipment                     (2,257,000)
         Purchase of marketable securities                             (812,000)
         Dividend to MPAL minority shareholders                        (687,000)
         Other                                                          321,000
                                                                    -----------
         Cash and cash equivalents at end of period                 $11,405,000
                                                                    ===========

As to MPC

         At March  31,  1999,  Magellan  Petroleum  Corporation  ("MPC"),  on an
unconsolidated  basis, had working capital of approximately $3.9 million.  MPC's
annual operating budget is approximately  $700,000.  During fiscal 1999, MPC has
budgeted  approximately  $200,000  for oil and gas  exploration  compared to the
$111,000  expended  during fiscal 1998.  MPC has in the past invested and may in
the future  invest  substantial  portions of its cash to maintain  its  majority
interest  in  its  subsidiary  company,  Magellan  Petroleum  Australia  Limited
("MPAL").



<PAGE>


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

         During November 1998,  MPAL paid a dividend of A.$.05 per share.  MPC's
share of this dividend after withholding taxes was approximately $600,000, which
was added to its working capital.

As to MPAL

         At March 31,  1999,  MPAL had working  capital of  approximately  $10.3
million. MPAL has budgeted  approximately $3.6 million for exploration in fiscal
1999 as compared to the $3.3 million  expended  during fiscal 1998.  The current
composition  of MPAL's oil and gas reserves are such that the  Company's  future
revenues  in the long term are  expected  to be derived  from the sale of gas in
Australia.

         Results of Operations

Three month period ended March 31, 1999 vs. March 31, 1998.

         The Company  had a  consolidated  a net loss of $149,356  for the three
month  period  ended March 31, 1999  compared to net income of $172,995  for the
comparable  1998  period.  The  components  of  consolidated  net income for the
comparable periods were as follows:

                                                   Three month period ended
                                                           March 31,
                                                 1999                    1998
                                              ----------              ----------
MPC unconsolidated pretax loss                $(188,328)              $(159,491)
Share of MPAL pretax income                      88,715                 456,931
Share of MPAL income tax provision              (49,743)               (124,445)
                                              ----------              ----------
Consolidated net income (loss)                $(149,356)              $ 172,995
                                              ==========              =========

Net income (loss) per share                     $(.01)                   $.01
                                                ======                   ====



<PAGE>


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

                                    Revenues

          Oil sales  decreased  by 42% in the current  quarter to $492,000  from
$851,000 in 1998  because of a 17%  decrease in oil  prices,  the 5%  Australian
foreign exchange rate decrease  discussed below and a 20% decrease in the number
of units sold. Oil sales are expected to continue to decline  unless  additional
development wells are drilled to maintain production levels. Low oil prices have
made  additional  drilling  uneconomic.  If the  recent  increase  in oil prices
continues,  additional  wells will be  considered  after the  completion  of the
current two gas well  drilling  program.  MPAL is dependent on the operator (65%
control) of the Mereenie  field to maintain  production.  Oil unit sales (before
deducting  royalties) in barrels  ("bbls") and the average price per barrel sold
during the periods indicated were as follows:

                                     Three month period ended March 31,
                                 1999 Sales                     1998 Sales
                          -----------------------        -----------------------
                                    Average price                  Average price
                           bbls        per bbl            bbls        per bbl
Australia-Mereenie        57,589       A.$17.84          72,359       A.$21.57

         Gas sales  increased 3% to $2,500,000  in 1999 from  $2,426,000 in 1998
primarily because of a 6% increase in the volume of gas sold which was partially
offset by the 5% Australian  foreign exchange rate decrease discussed below. 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,
                                     1999 Sales                 1998 Sales
                                ---------------------     ----------------------
                                        Average price              Average price
                                 bcf       per mcf         bcf        per mcf
                                            (A.$)                      (A.$)
Australia:                                             
Palm Valley                                            
  Alice Springs contract         .352       2.98           .301        2.98
  Darwin contract                .541       2.02           .541        2.02
Mereenie:                                                         
  Darwin contact                 .537       2.02           .567        2.05
  Other                          .368       2.80           .287        2.68
                                -----                     -----   
       Total                    1.798                     1.696   
                                =====                     =====   
                                                                       
                                                        

<PAGE>


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

         Other  production  related  revenues  decreased 56% to $154,000 in 1999
from  $347,000 in 1998.  The primary  reason for this  decrease  was that MPAL's
share of gas pipeline  tariffs  decreased  to $124,000 in 1999 from  $318,000 in
1998 because of a  continuing  dispute  regarding  the  producers'  share of the
tariffs.  The parties are  currently  discussing  a possible  settlement  of the
matter.

         Interest  decreased 11% to $173,000 in 1999 from $195,000 in 1998.  The
decrease in  interest  income is the result of lower  interest  rates and the 5%
Australian foreign exchange rate decrease discussed below.

                               Costs and Expenses

         Production  costs  increased 72% in 1999 to $1,641,000 from $952,000 in
1998. The increase relates to the costs at Mereenie where  substantial  remedial
work was performed on certain wells and the costs  associated  with the proposed
LPG plant totaling approximately $490,000 which were expensed.

         Exploration  and dry hole costs  totaled  $502,000 in 1999  compared to
$265,000 in 1998.  Because of a lack of progress in Belize,  the remaining costs
of the project totaling $421,000 were written off.

         Salaries and employee  benefits  decreased 11% from $366,000 in 1998 to
$325,000 in 1999. Compensation costs decreased in Australia together with the 5%
Australian foreign exchange rate decrease discussed below.

         Depletion, depreciation and amortization increased 19% from $504,000 in
1998  to  $598,000  in  1999.  The  increase  is  attributable  to  the  capital
expenditures being incurred to upgrade the Central Treatment Plant at Mereenie.

          Auditing, accounting and legal expenses decreased 16% from $113,000 in
1998 to $95,000 in 1999.  Operational  activities  during the 1998  period  were
greater than in the 1999 period.

          Other  administrative  expenses decreased 32% from $211,000 in 1998 to
$143,000  in  1999.  Rent and  travel  expenses  decreased  and  there  was a 5%
Australian foreign exchange rate decrease discussed below.



<PAGE>


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

                                  Income Taxes

          Income tax expense  decreased from $246,000 in 1998 to $98,000 in 1999
because of MPAL's reduced  income.  The components of tax income expense between
MPC and MPAL were as follows:

                                          1999                         1998
                                          ----                         ----
MPC                                      $     -                     $      -
MPAL                                      98,000                      324,000
                                         -------                     --------
Consolidated                             $98,000                     $324,000
                                         =======                     ========

                                 Exchange Effect

         The  value  of  the  Australian  dollar  relative  to the  U.S.  dollar
increased to $.6343 at March 31, 1999  compared to a value of $.6123 at December
31,  1998.  This  resulted  in a  $1,152,000  credit  to  the  foreign  currency
translation adjustments account for the three month period ended March 31, 1999.
The average exchange rate used to translate  MPAL's  operations in Australia was
$.6358 for the quarter ended March 31, 1999, which is a 5% decrease  compared to
the $.6669 rate for the quarter ended March 31, 1998.

Nine month period ended March 31, 1999 vs. March 31, 1998.

         The Company had a consolidated  net loss of $264,476 for the nine month
period  ended  March  31,  1999  compared  to net  income  of  $709,166  for the
comparable  1998  period.  The  components  of  consolidated  net income for the
comparable periods were as follows:

                                                      Nine month period ended
                                                              March 31,
                                                       1999             1998
                                                   ------------     ------------
MPC unconsolidated pretax loss                     $  (594,191)     $  (587,576)
MPC income tax                                        (105,732)          (1,000)
Share of MPAL pretax income                            593,506        1,812,614
Share of MPAL income tax provision                    (158,059)        (514,872)
                                                   ------------     ------------
Consolidated net income (loss)                     $  (264,476)     $   709,166
                                                   ============     ===========
                                                  
Net income (loss) per share (basic & diluted)         $(.01)            $.03
                                                      ======            ====
                                                  
                                                 

<PAGE>


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

                                    Revenues

          Oil sales  decreased by 43% in the current  period to $1,848,000  from
$3,224,000  in 1998 because of a 24%  decrease in oil prices,  a 14% decrease in
the  number  of units  sold and the 11%  Australian  foreign  exchange  decrease
discussed below. Oil sales are expected to continue to decline unless additional
development wells are drilled to maintain production levels. Low oil prices have
made  additional  drilling  uneconomic.  If the  recent  increase  in oil prices
continues,  additional  wells will be  considered  after the  completion  of the
current two gas well  drilling  program.  MPAL is dependent on the operator (65%
control) of the Mereenie field to maintain 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,
                                 1999 Sales                    1998 Sales
                          ------------------------      ------------------------
                                     Average price                 Average price
                           bbls         per bbl          bbls         per bbl
Australia-Mereenie        183,396       A$19.26         213,089       A.$25.31

         Gas sales  decreased 11% to $7,265,000 in 1999 from  $8,174,000 in 1998
primarily  because of the 11% Australian  foreign  exchange  decrease  discussed
below  which was  partially  offset by a 2%  increase in the volume of gas sold.
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:

                                       Nine month period ended March 31,
                                     1999 Sales                 1998 Sales
                               ----------------------      ---------------------
                                        Average price              Average price
                                bcf        per mcf          bcf       per mcf
                                            (A.$)                      (A.$)
Australia:
Palm Valley
  Alice Springs contract        .962        2.96            .892       2.95
  Darwin contract              1.857        2.02           1.761       2.02
Mereenie:
  Darwin contact               1.705        2.04           1.604       2.01
  Other                         .953        2.74           1.130       2.76
                               -----                       -----
       Total                   5.477                       5.387
                               =====                       =====



<PAGE>


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

         Other  production  related  revenues  decreased 50% to $452,000 in 1999
compared to $912,000 in 1998.  The  primary  reason for this  decrease  was that
MPAL's share of gas pipeline tariffs decreased to $359,000 in 1999 from $820,000
in 1998 because of a continuing  dispute  regarding the producers'  share of the
tariffs.  The parties are  currently  discussing  a possible  settlement  of the
matter.

         Interest  decreased 6% in 1999.  The decrease  from $559,000 in 1998 to
$524,000 in 1999 resulted from the combination of lower interest rates,  and the
5% Australian  foreign  exchange  decrease  discussed  below which was partially
offset by additional capital available for investment.

                               Costs and Expenses

         Production costs increased 36% in 1999 to $3,742,000 from $2,757,000 in
1998. The increase relates to the costs at Mereenie where  substantial  remedial
work was performed on certain wells and the costs  associated with the LPG plant
totaling $490,000 which were expensed.

         Exploration  and dry hole costs totaled  $1,876,000 in 1999 compared to
$2,050,000 in 1998.  The costs in 1999 relate  primarily to the 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 Belize  project  which was
written off in the current quarter.

         Salaries and employee benefits decreased 15% from $1,237,000 in 1998 to
$1,048,000.  Compensation  costs  decreased in Australia  together  with the 11%
Australian foreign exchange rate decrease discussed below.

          Depreciation,  depletion  and  amortization  increased  2% in  1999 to
$1,653,000 from $1,620,000 in 1998.

         Auditing,  accounting  and  legal  services  increased  14% in  1999 to
$448,000 from $391,000 in 1998.  The increase in the 1999 period  relates to the
legal and tax advice sought in connection  with an  unsuccessful  bid to acquire
certain oil and gas properties in Australia.

          Other  administrative  expenses decreased 27% from $794,000 in 1998 to
$580,000 in 1999.  MPAL's rent,  business  taxes and travel  expenses  decreased
during the 1998 period.  Rent expense  decreased in the 1998 period because MPAL
renegotiated its Brisbane office lease. The 1998 period included a stamp duty on
the  consolidation of certain  properties.  During the 1999 period,  there was a
substantial  decrease in MPAL's  foreign  operations  which  reduced the related
travel expenses.


<PAGE>


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

                                  Income Taxes

          Income tax expense  decreased  from  $1,017,000 in 1998 to $418,000 in
1999.  The  effective  income tax rate for 1999 was 72% compared to 34% in 1998.
The  statutory  income tax rate in Australia  is 36%. In 1999,  there was no tax
benefit recognized on the $421,000 Belize project write off. In addition,  there
was no Australian  withholding  tax on MPC's 1998 dividend from MPAL compared to
the  $106,000  withholding  tax  in  1999.  Generally,  there  is no  Australian
withholding  tax on  dividends  in any year that a  corporation  tax pays income
taxes.  The  components  of tax  income  expense  between  MPC and MPAL  were as
follows:

                                          1999                        1998
                                          ----                        ----
MPC                                    $  106,000                  $    1,000
MPAL                                      312,000                   1,016,000
                                       ----------                  ----------
Consolidated                           $  418,000                  $1,017,000
                                       ==========                  ==========

                                 Exchange Effect

         The  value  of  the  Australian  dollar  relative  to the  U.S.  dollar
increased to $.6343 at March 31, 1999  compared to a value of $.6194 at June 30,
1998.  This resulted in a $839,000  credit to the foreign  currency  translation
adjustments  account  for the nine month  period  ended March 31,  1999.  The 2%
increase in the value of the Australian  dollar decreased the reported asset and
liability  amounts  in the  balance  at March 31,  1999  from the June 30,  1998
amounts.  The average  exchange  rate used to  translate  MPAL's  operations  in
Australia was $.6196 for the nine month period ended March 31, 1999,  which is a
11% decrease compared to the $.6982 rate for the period ended March 31, 1998.

Item 3.       Quantitative and Qualitative Disclosure About Market Risk

         The Company  does not have any  significant  exposure to market risk as
the only market risk  sensitive  instruments  are its  investments in marketable
securities.  At March 31,  1999,  the  carrying  value of such  investments  was
approximately $3.3 million, which approximates the fair value of the securities.
Since the Company  expects to hold the  investments  to  maturity,  the maturity
value should be realized. During the nine month period ended March 31, 1999, the
value of the  Australian  dollar  relative to the U.S.  dollar  increased 2% and
increased  the reported  asset  amounts at March 31, 1999 from the June 30, 1998
amounts.



<PAGE>



                         MAGELLAN PETROLEUM CORPORATION

                           PART II - OTHER INFORMATION

                                 March 31, 1999

Item 5.           Other Information

          During  April  1999,  MPAL and its  partner  Beach  Petroleum  NL were
awarded  two  exploration   blocks  in  South  Australia's  Cooper  Basin.  Both
exploration  blocks  require  expenditures  during  the five year  period of the
permit as follows:

          Block CO98I                      A. $ 4.2 million (U.S. $ 2.7 million)
          Block CO98J                      A. $ 6.1 million (U.S. $ 3.9 million)

          During April 1999,  MPAL was awarded  Block W98-22,  offshore  Western
Australia in the Canning  Basin.  The minimum  expenditure  obligations  for the
first three year period  totals  A.$500,000  (U.S.$317,000).  The  discretionary
commitment for years 4-6 totals approximately A.$7.3 million (U.S.$4.6 million).

          During March 1999, MPAL  relinquished  its 15% interest in ATP 626P in
Surat Basin, Queensland, Australia.

          MPAL expects that EP15,  the Ngalia Basin  permit,  will be allowed to
expire on May 14, 1999, the end of its current three year term.

          During  April 1999,  MPAL and its  Mereenie  partner  began a two well
development/appraisal  program.  The  program  is  designed  to  increase  field
deliverability to implement the 1997 agreement for the sale of 58 bcf over a ten
year period.

          It is unlikely that the proposed LPG plant in the Mereenie oil and gas
field in Australia will be built because the project is currently uneconomic.

          A third compressor (800 HP)  has been installed in the Palm Valley gas
field to increase the deliverability of the gas being produced.

          MPAL is  preparing a drilling  program  for the first of possibly  two
wells in ATP 613P in the Maryborough Basin, Queensland.  Drilling operations are
expected to commence around mid-year.

Item 6.           Exhibits and Reports on Form 8-K

          (a)     Exhibits

                  None.

          (b)     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 11, 1999                    By /s/ James R. Joyce
                                          --------------------------------------
                                          James R. Joyce, President and
                                          Chief Financial and Accounting Officer

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<S>                                            <C>
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<FISCAL-YEAR-END>                              JUN-30-1999
<PERIOD-START>                                 JUL-01-1998
<PERIOD-END>                                   MAR-31-1999
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