MAGELLAN PETROLEUM CORP /DE/
10-Q, 2000-02-11
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            December 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
l934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.
                                                                  |X| Yes |_| No

         The number of shares outstanding of the issuer's single class of common
stock as of February 4, 2000 was 25,108,226.



<PAGE>




                         MAGELLAN PETROLEUM CORPORATION

                         PART I - FINANCIAL INFORMATION

         Item 1.      Financial Statements

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                                             December 31,    June 30,
                                                                                                 1999          1999
                                ASSETS ...................................................                   (unaudited)
Current assets:
<S> ......................................................................................   <C>             <C>
  Cash and cash equivalents ..............................................................   $ 12,256,557    $ 13,380,699
  Accounts receivable ....................................................................      3,478,611         676,710
  Marketable securities ..................................................................        495,280         392,973
  Reimbursable development costs .........................................................        159,707          95,743
  Inventories ............................................................................        351,512         215,953
  Other assets ...........................................................................        240,061         282,900
                                                                                             ------------    ------------
          Total current assets ...........................................................     16,981,728      15,044,978
                                                                                             ------------    ------------

Marketable securities ....................................................................      2,217,531       1,709,455
                                                                                             ------------    ------------
Property and equipment:
  Oil and gas properties (successful efforts method) .....................................     45,749,190      46,430,741
  Land, buildings and equipment ..........................................................      1,792,062       1,822,094
  Field equipment ........................................................................      1,349,839       1,373,326
                                                                                             ------------    ------------
          Total property and equipment ...................................................     48,891,091      49,626,161
  Less accumulated depletion, depreciation and amortization ..............................    (24,402,107)    (22,901,263)
                                                                                             ------------    ------------
  Net property and equipment .............................................................     24,488,984      26,724,898
                                                                                             ------------    ------------
  Other assets ...........................................................................        741,638         754,639
                                                                                             ------------    ------------
  Total assets ...........................................................................   $ 44,429,881    $ 44,233,970
                                                                                             ============    ============
       LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable .......................................................................   $  2,158,362    $  1,372,043
  Accrued liabilities ....................................................................        700,596         780,570
  Income taxes payable ...................................................................        118,080         120,150
                                                                                             ------------    ------------
          Total current liabilities ......................................................      2,977,038       2,272,763
                                                                                             ------------    ------------
Long term liabilities:
  Deferred income taxes ..................................................................      5,542,561       6,060,402
  Reserve for future site restoration costs ..............................................        930,906         849,311
                                                                                             ------------    ------------
          Total long term liabilities ....................................................      6,473,467       6,909,713
                                                                                             ------------    ------------
Minority interests .......................................................................     15,045,043      15,317,698
                                                                                             ------------    ------------
Stockholders' equity:
  Common stock, par value $.01 per share:
    Authorized  50,000,000 shares
    Outstanding 25,108,226 shares ........................................................        251,082         251,082
  Capital in excess of par value .........................................................     43,586,606      43,586,606
                                                                                             ------------    ------------
  Total capital ..........................................................................     43,837,688      43,837,688
  Accumulated deficit ....................................................................    (17,932,059)    (18,404,824)
  Accumulated other comprehensive loss ...................................................     (5,971,296)     (5,699,068)
                                                                                             ------------    ------------
          Total stockholders' equity .....................................................     19,934,333      19,733,796
                                                                                             ------------    ------------
Total liabilities, minority interests and stockholders' equity ...........................   $ 44,429,881    $ 44,233,970
                                                                                             ============    ============
</TABLE>


<PAGE>



                         MAGELLAN PETROLEUM CORPORATION

                         PART I - FINANCIAL INFORMATION

         Item 1.      Financial Statements

                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                   Three months ended                  Six months ended
                                                                      December 31,                       December 31,
                                                                  1999             1998              1999             1998
   Revenues:
<S>                                                           <C>               <C>               <C>               <C>
     Oil sales                                              $   1,220,774       $   666,132       $2,033,032        $1,356,302
     Gas sales                                                  2,936,405         2,565,181        5,380,764         4,765,022
     Other production related revenues                            279,709           167,840          467,875           298,198
     Interest income                                              185,224           170,728          370,145           350,539
                                                              -----------       -----------      -----------       -----------
                                                                4,622,112         3,569,881        8,251,816         6,770,061
                                                               ----------        ----------       ----------        ----------
   Costs and expenses:
     Production costs                                           1,376,359         1,025,342        2,341,358         2,101,235
     Exploration and dry hole costs                               853,824           315,704        1,133,898         1,374,130
     Salaries and employee benefits                               389,467           375,679        1,016,754           723,332
     Depletion, depreciation and amortization                   1,214,547           535,426        1,848,243         1,055,097
     Auditing, accounting and legal services                       74,169           171,534          230,856           352,407
     Shareholder communications                                   107,925           107,413          139,226           141,377
     Other administrative expenses                                192,444           250,260          429,334           431,880
                                                               ----------        ----------       ----------        ----------
                                                                4,208,735         2,781,358        7,139,669         6,179,458
                                                                ---------         ---------        ---------         ---------
   Income before income taxes and minority interests              413,377           788,523        1,112,147           590,603
     Income tax provision                                        (530,641)          372,386         (302,953)          319,551
                                                              ------------      -----------     -------------      -----------
   Income before minority interests                               944,018           416,137        1,415,100           271,052
     Minority interests                                           614,581           357,955          942,335           386,172
                                                              -----------       -----------      -----------       -----------
   Net income (loss)                                          $   329,437       $    58,182      $   472,765        $ (115,120)
                                                              ===========       ===========      ===========        ===========
   Average number of shares outstanding
     Basic                                                     25,108,226        25,032,495       25,108,226        25,025,352
                                                               ==========        ==========       ==========        ==========
     Diluted                                                   25,130,373        25,128,482       25,130,373        25,121,339
                                                               ==========        ==========       ==========        ==========
   Net income per share
     Basic and Diluted EPS                                       $ .01              $               $ .02              $
                                                                 =====              ==              ======             =
</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>
July 1, 1999 .............     25,108,226    $251,082   $43,586,606   $(18,404,824)   $(5,699,068)   $19,733,796
  Net income .............           --          --            --          472,765           --          472,765   $472,765
  Currency translation                           --            --               --       (272,228)            --    272,228
                                                                                                                    -------
Comprehensive income                                                                                                $200,537
                              ---------       -----       ---------      -------          ----        -----         ========
December 31, 1999 ........     25,108,226    $251,082   $43,586,606   $(17,932,059)   $(5,971,296)   $19,934,333
                               ========      ========   ===========   ============    ===========    ===========
</TABLE>


<PAGE>


                         MAGELLAN PETROLEUM CORPORATION

                         PART I - FINANCIAL INFORMATION

Item 1.       Financial Statements

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (unaudited)

<TABLE>
<CAPTION>
                                                                                         Six months ended
                                                                                            December 31,
                                                                                        1999            1998
Operating Activities:
<S> .........................................................................            <C>             <C>
  Net income (loss)..........................................................   $    472,765    $   (115,120)
  Adjustments to reconcile net income(loss)
    to net cash provided by operating activities:
    Depletion, depreciation and amortization ................................      1,848,243       1,055,097
    Deferred income taxes ...................................................       (519,911)        140,530
    Minority interests ......................................................        942,335         386,172
   Increase (decrease) in operating assets
    and liabilities:
    Accounts receivable .....................................................     (2,594,372)       (345,558)
    Reimbursable development costs ..........................................        (50,397)        (17,089)
    Other assets ............................................................         68,840          68,533
    Inventories .............................................................       (105,421)         98,111
    Accounts payable and accrued liabilities ................................        966,574        (196,865)
                                                                                ------------    ------------
Net cash provided by operating activities ...................................      1,028,656       1,073,811
                                                                                ------------    ------------
Investing Activities:
  Purchase of marketable securities (net) ...................................       (610,383)       (318,245)
  Net additions to property and equipment ...................................       (566,355)     (2,288,146)
                                                                                ------------    ------------
Net cash (used) in investing activities .....................................     (1,176,738)     (2,606,391)
                                                                                ------------    ------------

Financing Activities:
  Dividends to MPAL minority shareholders ...................................       (730,709)       (686,567)
  Exercise of stock options .................................................           --            40,625
                                                                                ------------    ------------
Net cash (used)in financing activities ...............................   ....       (730,709)       (645,942)
                                                                                ------------    ------------
  Effect of exchange rate changes on cash
  and cash equivalents ......................................................       (245,351)       (101,454)
                                                                                ------------    ------------
Net decrease in cash and cash equivalents ...................................     (1,124,142)     (2,279,976)
  Cash and cash equivalents at beginning of year ............................     13,380,699      12,436,297
                                                                                ------------    ------------
Cash and cash equivalents at
    end of period ...........................................................   $ 12,256,557    $ 10,156,321
                                                                                ============    ============
</TABLE>




<PAGE>



                         MAGELLAN PETROLEUM CORPORATION

                         PART I - FINANCIAL INFORMATION

                                December 31, 1999
Item 1.       Financial Statements - Notes

         The accompanying  unaudited condensed consolidated financial statements
include the Company's 51% owned subsidiary, Magellan Petroleum Australia Limited
("MPAL") and have been prepared in accordance with generally accepted accounting
principles for interim  financial  information and with the instructions to Form
10-Q and Rule 10-01 of Regulation S-X.  Accordingly,  they do not include all of
the  information  and  footnotes  required  by  generally  accepted   accounting
principles for complete financial statements. In the opinion of management,  all
adjustments considered necessary for a fair presentation have been included. All
such adjustments are of a normal  recurring  nature.  Operating  results for the
three  month and six month  periods  ended  December  31,  1999 and 1998 are not
necessarily  indicative  of the results that may be expected for the year ending
June 30, 2000.  For further  information,  refer to the  consolidated  financial
statements and footnotes thereto included in the Company's Annual Report on Form
10-K for the year ended June 30, 1999.


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.




<PAGE>


                         PART I - FINANCIAL INFORMATION

                         MAGELLAN PETROLEUM CORPORATION

                                December 31, 1999

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

     Anderson Oil & Gas, Inc.  ("Anderson"),  the operator of the Kotaneelee gas
field, has reported to the Company that development costs totaling approximately
Cdn.  $841,000,  of which the Company's  share is U.S.  $15,000,  remained to be
recovered at October 31, 1999. The amount of remaining  recoverable costs is one
of the issues being contested in the Kotaneelee litigation.  The Company claims,
and the defendants  deny, that the defendants have made improper  charges to the
carried  interest account and one defendant (Amoco Canada Oil and Gas) maintains
that the carried interest account should be charged  additional  amounts for gas
processing  fees.  Amoco claims that the remaining costs to be recovered at July
31, 1999 were either Cdn. $72,369,000 or Cdn. $33,911,000 depending on inclusion
of interest compared to the operator's reported amount of Cdn. $6,921,000 at the
same date.

         Anderson has notified the Company that it will not make any payments to
the carried  interest  owners,  including  the  Company,  until the issue of the
amount of recoverable costs under the carried interest account has been resolved
by the Court.  Anderson has stated that it will deposit the  Company's  share of
net  production  proceeds in an interest  bearing  account with an escrow agent.
During  December  1999, a motion was filed in Canada by the plaintiffs to direct
Anderson to make timely  payments of all current and future amounts due from its
share of field revenues.

     Previous  projections by the operator  indicated that the carried  interest
account might reach payout status prior to the end of 1999.  Based on production
reports it appears that the payment status was reached during  November 1999 and
the  Company  has accrued  its  estimated  share of revenues  from the field for
November  and  December  1999 of  approximately  $43,000.  Inasmuch as there are
uncertainties as to production levels, gas pricing, field operating expenses and
additional  capital  expenditures there is no assurance that the Company's share
of field revenues will continue or that the plaintiff will prevail on the motion
to receive timely payments.

         The  Company's  Annual  Report on Form 10-K for the year ended June 30,
1999 should be read for a detailed  discussion  of the Kotaneelee litigation.


         Liquidity and Capital Resources

Consolidated

         At December 31, 1999, the Company on a consolidated basis had
approximately $15 million in cash and securities.


<PAGE>


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

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

         Cash and cash equivalents at beginning of period       $13,381,000
         Cash provided by operations                              1,029,000
         Net additions to property and equipment                   (566,000)
         Purchase of marketable securities                         (610,000)
         Dividend to MPAL minority shareholders                    (731,000)
         Other                                                     (246,000)
                                                               -------------
         Cash and cash equivalents at end of period              $12,257,000
                                                                 ===========

As to MPC

         At December 31, 1999,  Magellan Petroleum  Corporation  ("MPC"),  on an
unconsolidated  basis, had working capital of approximately $3.8 million.  MPC's
annual operating budget is approximately  $700,000 and its current cash position
and  annual  MPAL  dividend   should  be  adequate  to  meet  its  current  cash
requirements.  During fiscal 2000, MPC has budgeted  approximately  $100,000 for
oil and gas exploration compared to the $92,000 expended during fiscal 1999. MPC
has in the past  invested and may in the future invest  substantial  portions of
its cash to maintain its majority interest in MPAL.

         During November 1999,  MPAL paid a dividend of A.$.05 per share.  MPC's
share of this dividend after withholding taxes was approximately $646,000, which
was added to its working capital.

As to MPAL

         At December 31, 1999, MPAL had working capital of  approximately  $12.4
million MPAL has budgeted  approximately  $3.8 million for exploration in fiscal
2000 as compared to the $2 million  expended  during  fiscal  1999.  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.


<PAGE>


Item 2.       Management's Discussion and Analysis of Financial Condition and
              Results of Operations (Cont'd)
     The only item  included  in  accumulated  other  comprehensive  loss is the
Company's currency  translation  adjustments.  Total comprehensive income (loss)
during the three and six month periods ended  December 31, 1999 and 1998 were as
follows:


<TABLE>
<CAPTION>
<S> .....................................................................          <C>          <C>          <C>         <C>
                                                                                       Three months ended   Six months ended
                                                                                           December 31, ..   December 31,
                                                                                      1999         1998         1999        1998

Net income (loss) .......................................................          $ 329,437    $  58,182    $ 472,765   $(115,120)
Currency translation adjustments ........................................            202,659      391,338     (272,228)   (312,973)
                                                                                   ---------    ---------    ---------   ---------
Total comprehensive income (loss) .......................................          $ 532,098    $ 449,520     $200,537   $(428,093)
                                                                                   =========    =========    =========   =========
</TABLE>


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

         The Company had consolidated net income of $329,437 for the three month
period  ended  December  31,  1999  compared  to net income of  $58,182  for the
comparable  1998  period.  The  components  of  consolidated  net income for the
comparable periods were as follows:

                                                   Three month period ended
                                                          December 31,
                                               1999                    1998
MPC unconsolidated pretax loss              $(195,741)              $(203,592)
MPC income tax                               (113,990)               (105,732)
Share of MPAL pretax income                   310,536                 502,587
Share of MPAL income tax (provision) benefit  328,632                (135,081)
                                             ---------              ----------
Consolidated net income                      $329,437               $  58,182
                                             =========              =========
Net income per share (basic & diluted)        $ .01                    $ -
                                              =====                    ====



<PAGE>


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

                                                               Revenues

          Oil sales  increased  by 83% in the current quarter to $1,221,000 from
$666,000 in 1998  because of a 92%  increase in oil  prices,  the 3%  Australian
foreign exchange rate increase  discussed below and a 22% 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.  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 December 31,
                             1999 Sales                  1998 Sales
                     ---------------------------- ------------------------------
                                    Average price               Average price
                      bbls          per bbl       bbls          per bbl
Australia-Mereenie    48,243         A.$36.23      61,518        A.$18.94

     Gas sales  increased  14% to  $2,936,000  in 1999 from  $2,565,000  in 1998
because of the 6%  increase in the volume of gas sold,  increased  prices (up an
average 8%) and the 3%  Australian  foreign  exchange  rate  increase  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 December 31,
                                 1999 Sales                   1998 Sales
                           -----------------------    -------------------------
                                     Average price               Average price
                             bcf        per mcf         bcf         per mcf
Australia:                               (A.$)                       (A.$)
Palm Valley
  Alice Springs contract     .278        2.97           .325         2.98
  Darwin contract            .560        2.02           .593         2.02
Mereenie:
  Darwin contract            .681        2.31           .642         2.08
  Other                      .500        3.08           .340         2.72
                             -------                    ------
       Total                 2.019                      1.900
                             =====                      =====

     Other  production  related  revenues  increased  67% to  $280,000  in  1999
compared to $168,000 in 1998. The reason for this increase was that MPAL's share
of gas pipeline  tariffs  increased to $261,000 in 1999  compared to $136,000 in
1998.



<PAGE>


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

         Interest income increased 8% to $185,000 in 1999 from $171,000 in 1998.
The increase in interest income is the result of the additional  funds available
for investment,higher interest rates and the 3% Australian foreign exchange rate
decrease as discussed below.

                             Costs and Expenses

         Production costs increased 34% in 1999 to $1,376,000 from $1,025,000 in
1998. The increase relates to the costs at Mereenie where  substantial  remedial
work was performed on certain wells and the field  facilities.  Field production
began in September 1984 and additional  remedial work probably will be required
in the future.

         Exploration  and dry hole costs  totaled  $854,000 in 1999 compared to
$316,000 in 1998.  The 1999 costs related  primarily to the work being performed
on MPAL's offshore Western Australia properties.

         Salaries and employee  benefits  increased 4% from $376,000 in 1998 to
$389,000 in 1999. The Australian  foreign exchange rate increased 3% during the
1999 period.

          Depletion,  depreciation and amortization increased 127% from $535,000
in 1998 to $1,215,000 in 1999. The operator of the Mereenie field recently
proposed a program for additional drilling and capital improvements. The
estimated cost of these proposed expenditures increased the amount of
depletion by approximately $452,000 in the 1999 period. In addition, there
was a 4% net decrease in reserves used to calculate the depletion rate
during the 1999 period and a 3% increase in the Australian exchange rate
discussed below.

          Auditing, accounting and legal expenses decreased 57% from $172,000 in
1998 to $74,000 in 1999. The expense in the 1998 period related in part to legal
and tax advice sought in connection with an unsuccessful  bid to acquire certain
oil and gas properties in Australia.

         Shareholder  communications  increased  0%  from  $107,000  in  1998 to
$108,000 in 1999.

     Other  administrative  expenses  decreased  23%  from  $250,000  in 1998 to
$192,000 in 1999.  Consulting and Insurance  expenditures  decreased  during the
1999 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 a  $372,000  expense in 1998 to a tax
benefit of $531,000 in 1999.Australia  has enacted corporate tax rate reductions
for the fiscal  year  ending  June 30, 2001 (36% to 34%) and for the fiscal year
ending June 30, 2002 (34% to 30%). At December 31, 1999, the Company  recorded a
$721,000  benefit in the amount of  deferred  income tax  payable to reflect the
change in rates.  The components of income tax expense between MPC and MPAL were
as follows:
                                         1999                        1998
                                         ----                        ----
MPC (Australian withholding tax)       $114,000                    $106,000
MPAL                                   (645,000)                    266,000
                                     -----------                  ---------
Consolidated tax provision (benefit)  $(531,000)                   $372,000
                                      ==========                   ========

                                                            Exchange Effect

         The  value  of  the  Australian  dollar  relative  to the  U.S.  dollar
increased  to $.6560  at  December  31,  1999  compared  to a value of $.6521 at
September 30, 1999. This resulted in a $203,000  credit to the foreign  currency
translation  adjustments  account for the three month period ended  December 31,
1999. The average exchange rate used to translate MPAL's operations in Australia
was $.6438 for the  quarter  ended  December  31,  1999,  which is a 3% increase
compared to the $.6240 rate for the quarter ended December 31, 1998.

Six month period ended December 31, 1999 vs. December 31, 1998.

         The Company had  consolidated  net income of $472,765 for the six month
period  ended  December  31, 1999  compared  to a net loss of  $115,120  for the
comparable  1998  period.  The  components  of  consolidated  net income (loss)
for the comparable periods were as follows:

                                              Six month period ended
                                                    December 31,
                                                  1999                 1998
MPC unconsolidated pretax loss                 $(393,266)         $ (405,863)
MPC income tax                                  (113,990)           (105,732)
Share of MPAL pretax income                      767,463             504,791
Share of MPAL income tax(provision)benefit)      212,558            (108,316)
                                               -----------         ------------
Consolidated net income (loss)                 $ 472,765          $ (115,120)
                                                =========          ===========
Net income (loss) per share (basic & diluted)    $ .02               $ ( - )
                                                 =======             =======



<PAGE>


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

                                 Revenues

          Oil sales  increased by 50% in the current  period to $2,033,000  from
$1,356,000 in 1998 because of a 70% increase in oil prices and the 6% Australian
foreign exchange increase as discussed below which was partially offset by a 23%
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. 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:

                                 Six month period ended December 31,
                                    1999                              1998
                                Average price                      Average price

                       bbls       per bbl            bbls             per bbl
Australia-Mereenie     97338      A.$33.89           125,807          A.$19.91

     Gas sales  increased  13% to  $5,703,000  in 1999 from  $5,381,000  in 1998
because of the  increased  prices  (up an average  7%),  6%  Australian  foreign
exchange  increase  as  discussed  below and 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:

                       Six month period ended December 31,
                                          1999                        1998
                                      Average price              Average price
                            bcf          per mcf         bcf         per mcf
Australia:                                (A.$)                       (A.$)
Palm Valley
  Alice Springs contract    .569          2.95           .611         2.97
  Darwin contract           1.134         2.02           1.315        2.02
Mereenie:
  Darwin contact            1.257         2.27           1.168        2.04
  Other                     .792          3.03           .585         2.70
                            -----         ----           -----        ----
       Total                3.752                        3.679
                            =====                        =====



<PAGE>


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

     Other  production  related  revenues  increased  57% to  $468,000  in  1999
compared to $298,000 in 1998. The reason for this increase was that MPAL's share
of gas pipeline  tariffs  increased to $420,000 in 1999  compared to $235,000 in
1998.

          Interest  income  increased 6% in 1999.  The decrease from $351,000 in
1998 to $370,000 in 1999 resulted from the combination of lower interest
rates, and the 14% Australian foreign exchange decrease as discussed below
which was partially offset by additional capital available for investment.

                     Costs and Expenses

         Production costs increased 11% in 1999 to $2,341,000 from $2,101,000 in
1998. The increase relates to the costs at Mereenie where  substantial  remedial
work was performed on certain wells and the field  facilities.  Field production
began in September 1984 and additional remedial work probably will be required.

     Exploration  and dry hole costs  totaled  $1,134,000  in 1999  compared  to
$1,374,000 in 1998. The 1999 costs related primarily to the work being performed
on MPAL's offshore Western Australian properties.

          Salaries and employee  benefits  increased 41% to $1,018,000  from
$723,000 in 1998.  The  Australian  foreign  exchange rate increased 6% during
the 1999 period.

     Depreciation, depletion and amortization increased 75% in 1999 to 1,848,000
from $1,055,000 in 1998. The operator of the Mereenie field recently  proposed a
program for additional drilling and capital improvements.  The estimated cost of
these proposed  expenditures  increased the amount of depletion by approximately
$452,000  in the 1999  period.  In  addition,  there  was a 4% net  decrease  in
reserves used to calculate  the  depletion  rate during the 1999 period and a 3%
increase in the Australian exchange rate discussed below.

     Auditing,  accounting and legal services  decreased 34% in 1999 to $231,000
from $352,000 in 1998.  The expense in the 1998 period  related  inpart to legal
and tax advice sought in connection with an unsuccessful  bid to acquire certain
oil and gas properties in Australia.

     Shareholder  communications  decreased  2% in 1999 to $139,000  compared to
$141,000 in 1998.

          Other  administrative  expenses  decreased 1% from $432,000 in 1998 to
$429,000 in 1999.



<PAGE>


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

                             Income Taxes

     Income  tax  expense  decreased  from a  $320,000  expense in 1998 to a tax
benefit of $303,000 in 1999. Australia has enacted corporate tax rate reductions
for the fiscal  year  ending  June 30, 2001 (36% to 34%) and for the fiscal year
ending June 30, 2002 (34% to 30%). At December 31, 1999, the Company  recorded a
$721,000  benefit in the amount of  deferred  income tax  payable to reflect the
change in rates.  The components of income tax expense between MPC and MPAL were
as follows:


                                          1999                        1998
                                          ----                        ----
MPC (Australian withholding tax)        $114,000                    $106,000
MPAL                                    (417,000)                    214,000
                                       ----------                  ---------
Consolidated tax (benefit)              $303,000                    $320,000
                                        ========                    ========


                           Exchange Effect

         The  value  of  the  Australian  dollar  relative  to the  U.S.  dollar
decreased to $.6560 at December  31, 1999  compared to a value of $.6675 at June
30, 1999. This resulted in a $272,000 charge to the foreign currency translation
adjustments  account for the six month  period ended  December 31, 1999.  The 2%
decrease in the value of the Australian  dollar decreased the reported asset and
liability  amounts in the  balance at  December  31, 1999 from the June 30, 1999
amounts.  The average  exchange  rate used to  translate  MPAL's  operations  in
Australia was $.6470 for the six month period ended December 31, 1999,  which is
a 6%  increase  compared to the $.6114 rate for the period  ended  December  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  (including  those
classified as cash and cash equivalents) in marketable  securities.  At December
31,  1999,  the  carrying  value of such  investments  was  approximately  $14.8
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 first  half of fiscal  2000,  the value of the  Australian
dollar relative to the U.S.  dollar  decreased 2% and reduced the reported asset
amounts at December 31, 1999 from the June 30, 1999 amounts.



<PAGE>


                           PART II - OTHER INFORMATION

                         MAGELLAN PETROLEUM CORPORATION

                                December 31, 1998

                         MAGELLAN PETROLEUM CORPORATION

                           PART II - OTHER INFORMATION

                                December 31, 1999

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

                  (a) On  December  2, 1999,  the  Company  held its 1999 Annual
General Meeting of Stockholders.

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

                        Shares                         Stockholders
                         For           Withheld            For         Withheld
James R. Joyce       21,013,693        598,031            2,592          228
Timothy L. Largay    21,015,034        596,690            2,594          226

                  (c) The  firm  of  Ernst & Young  LLP,  was  appointed  as the
Company's  independent  auditors for the year ending June 30, 2000. The vote was
as follows:

                      Shares                               Stockholders
For                21,037,381                                 2,619
Agains                239,896                                    81
Abstain               334,447                                   120


Item 5.           Other Information.
                  During  early  February  2000,  the first of two more  crestal
wells began drilling in the Mereenie field. These wells will be used to increase
sales gas deliverability for existing contracts.

Item 6.           Exhibits and Reports on Form 8-K

          (a)     Exhibits

                  None.

          (b)     Reports on Form 8-K

                  None.


<PAGE>



16




                            SIGNATURES


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






                                              MAGELLAN PETROLEUM CORPORATION
                                                       Registrant





Date:  February 11, 2000                           By /s/ James R. Joyce
                                                  James R. Joyce, President and
                                          Chief Financial and Accounting Officer



<PAGE>








<TABLE> <S> <C>


<ARTICLE>                     5



<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. Dollars

<S>                                           <C>
<PERIOD-TYPE>                                   6-MOS
<FISCAL-YEAR-END>                              JUN-30-2000
<PERIOD-START>                                 JUL-01-1999
<PERIOD-END>                                   DEC-31-1999
<EXCHANGE-RATE>                                1
<CASH>                                         12,256,557
<SECURITIES>                                   495,280
<RECEIVABLES>                                  3,638,318
<ALLOWANCES>                                   0
<INVENTORY>                                    351,512
<CURRENT-ASSETS>                               16,981,728
<PP&E>                                         48,891,091
<DEPRECIATION>                                 24,402,107
<TOTAL-ASSETS>                                 44,429,881
<CURRENT-LIABILITIES>                          2,977,038
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       251,082
<OTHER-SE>                                     19,683,251
<TOTAL-LIABILITY-AND-EQUITY>                   44,429,881
<SALES>                                        7,413,796
<TOTAL-REVENUES>                               8,251,816
<CGS>                                          0
<TOTAL-COSTS>                                  7,139,669
<OTHER-EXPENSES>                               942,335
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                169,812
<INCOME-TAX>                                   (302,953)
<INCOME-CONTINUING>                            472,765
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   472,765
<EPS-BASIC>                                    .02
<EPS-DILUTED>                                  .02



</TABLE>


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