MAGELLAN PETROLEUM CORP /DE/
10-Q, 2000-11-14
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                September 30, 2000
                               -------------------------------------------------

[  ]     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 November 10, 2000 was 25,108,226.




<PAGE>


                         MAGELLAN PETROLEUM CORPORATION

                                    FORM 10-Q

                                SEPTEMBER 30 2000

                                      INDEX

                         PART I - FINANCIAL INFORMATION


ITEM 1   Financial Statements                                             Page

         Consolidated balance sheets at September 30, 2000
         and June 30, 2000                                                  2

         Consolidated statements of operations for the three months
         ended September 30, 2000 and 1999                                  3

         Consolidated statements of cash flows for the three months ended
         September 30, 2000 and 1999                                        4

         Consolidated statement of changes in stockholders' equity for the
         three months ended September 30, 2000                              5

         Notes to consolidated financial statements                         6

ITEM 2   Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                              9

ITEM 3   Quantitative and Qualitative Disclosure About Market Risk         15

                           PART II - OTHER INFORMATION

ITEM 5   Other Information                                                 16

ITEM 6   Exhibits and Reports on Form 8-K                                  16

         Signature                                                         17



<PAGE>





                         MAGELLAN PETROLEUM CORPORATION

                                    FORM 10-Q

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                           CONSOLIDATED BALANCE SHEETS
<TABLE>
                                                                                    September 30,              June 30,
                                                                                         2000                    2000
                                                                                ----------------------------------------------------
                                        ASSETS                                         (unaudited)                  (Note)
                                        ------
        Current assets:
<S>                                                                                    <C>                     <C>
          Cash and cash equivalents                                                    $13,020,774             $13,890,834
          Accounts receivable                                                            3,832,387               3,873,398
          Marketable securities                                                          1,467,278               1,581,730
          Reimbursable development costs                                                   172,941                 138,077
          Inventories                                                                      440,966                 289,743
          Other assets                                                                     249,662                 265,462
                                                                                     -------------            ------------
                  Total current assets                                                  19,184,008              20,039,244
                                                                                       -----------             -----------

        Marketable securities                                                            1,473,374               1,476,449

        Property and equipment (successful efforts method)                              41,659,718              45,766,007
          Less accumulated depletion, depreciation and amortization                    (22,479,313)            (24,025,493)
                                                                                       ------------            ------------
        Net property and equipment                                                      19,180,405              21,740,514
                                                                                       -----------             -----------

        Other assets                                                                       654,287                 719,510
                                                                                    --------------          --------------
        Total assets                                                                   $40,492,074             $43,975,717
                                                                                       ===========             ===========
               LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS' EQUITY
        Current liabilities:
          Accounts payable                                                            $  2,115,092            $  3,024,604
          Accrued liabilities                                                              723,255                 751,399
          Income taxes payable                                                           1,128,971               1,216,995
                                                                                     -------------          --------------
                  Total current liabilities                                              3,967,318               4,992,998
                                                                                     -------------           -------------

        Long term liabilities:
          Deferred income taxes                                                          4,326,542               4,255,096
          Reserve for future site restoration costs                                        889,925                 934,790
                                                                                      ------------           -------------
                  Total long term liabilities                                            5,216,467               5,189,886
                                                                                       -----------            ------------

        Minority interests                                                              13,562,609              14,696,267

        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                                                          (16,523,570)            (16,914,420)
          Accumulated other comprehensive loss                                          (9,568,438)             (7,826,702)
                                                                                     --------------          --------------
                  Total stockholders' equity                                            17,745,680              19,096,566
                                                                                      ------------            ------------
        Total liabilities, minority interests and stockholders' equity                 $40,492,074             $43,975,717
                                                                                       ===========             ===========

         Note: The balance sheet at June 30, 1999 has been derived from the
               audited consolidated financial statements at that date.
</TABLE>


<PAGE>



                         MAGELLAN PETROLEUM CORPORATION

                                    FORM 10-Q

                         PART I - FINANCIAL INFORMATION

Item 1.      Financial Statements

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)
<TABLE>

                                                                                         Three months ended
                                                                                           September 30,
                                                                                   2000                      1999
                                                                             -----------------------------------------
          Revenues:
<S>                                                                          <C>                         <C>
            Oil sales                                                        $   1,188,802               $   812,258
            Gas sales                                                            2,159,587                 2,444,359
            Other production related revenues                                      263,506                   188,166
            Interest income                                                        255,830                   184,921
                                                                              ------------              ------------
                                                                                 3,867,725                 3,629,704
                                                                               -----------               -----------
          Costs and expenses:
            Production costs                                                       843,701                   964,999
            Exploration and dry hole costs                                         131,985                   280,074
            Salaries and employee benefits                                         442,355                   627,287
            Depletion, depreciation and
              Amortization                                                         674,359                   633,696
            Auditing, accounting and
              legal services                                                       101,836                   156,687
            Shareholder communications                                              28,422                    31,301
            Other administrative expenses                                          237,656                   236,890
                                                                              ------------              ------------
                                                                                 2,460,314                 2,930,934
                                                                               -----------               -----------

          Income before income taxes and minority interests                      1,407,411                   698,770
            Income tax provision                                                   478,462                   227,688
                                                                              ------------              ------------
          Income before minority interests                                         928,949                   471,082
            Minority interests                                                    (538,099)                 (327,754)
                                                                              -------------             -------------
          Net income                                                           $   390,850               $   143,328
                                                                               ===========               ===========

          Average number of shares:
              Basic                                                             25,108,226                25,108,226
                                                                                ==========                ==========
              Diluted                                                           25,108,226                25,151,889
                                                                                ==========                ==========

          Net income per share (basic and diluted)                                 $.02                      $.01
                                                                                   ====                      ====
</TABLE>

<TABLE>

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (unaudited)
                                                                                           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, 2000                 25,108,226      $251,082   $43,586,606      $(16,914,420)     $(7,826,702)   $19,096,566
  Net income                          -             -             -           390,850                -        390,850      $390,850
  Currency translation
    adjustments                       -             -             -                 -       (1,741,736)    (1,741,736)   (1,741,736)
                                                                                                                         -----------
Comprehensive loss                                                                                                      $(1,350,886)
                           ---------------------------------------------------------------------------------------------============
September 30, 2000           25,108,226      $251,082   $43,586,606      $(16,523,570)     $(9,568,438)   $17,745,680
                             ==========      ========   ===========      =============     ============   ===========
</TABLE>


<PAGE>


                         MAGELLAN PETROLEUM CORPORATION

                                    FORM 10-Q

                         PART I - FINANCIAL INFORMATION

Item 1.       Financial Statements

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<TABLE>

                                                                                    Three months ended
                                                                                      September 30,
                                                                              2000                     1999
                                                                           ----------------------------------------
                                                                                                      (Note)
Operating Activities:
<S>                                                                        <C>                      <C>
  Net income                                                               $    390,850             $    143,328
  Adjustments to reconcile net income
    to net cash provided by operating activities:
   Depletion, depreciation and amortization                                     674,359                  633,696
   Restoration costs                                                             76,002                  101,069
   Income tax expense                                                           478,462                  227,688
   Minority interests                                                           538,099                  327,754
  Increase (decrease) in operating assets and liabilities:
   Accounts receivable                                                         (454,425)              (1,216,468)
   Reimbursable development costs                                               (55,465)                 (88,783)
   Other assets                                                                  (9,975)                 (27,386)
   Inventories                                                                 (199,624)                (102,551)
   Accounts payable and accrued liabilities                                    (502,631)                (283,136)
   Income taxes payable                                                          67,370                      8,903
                                                                          -------------       --------------------
Net cash provided by operating activities                                     1,003,022                 (275,886)
                                                                            -----------           ---------------

Investing Activities:
  Marketable securities sold (purchased)                                        117,527                 (119,179)
  Net additions to property and equipment                                      (700,105)                (512,307)
                                                                            ------------             ------------
Net cash used in investing activities                                          (582,578)                (631,486)
                                                                         ---------------             ------------

  Effect of exchange rate changes on cash
    and cash equivalents                                                     (1,290,504)                (272,161)
                                                                          --------------          ---------------
Net decrease in cash and cash equivalents                                      (870,060)              (1,179,533)
  Cash and cash equivalents at beginning of year                             13,890,834               13,380,699
                                                                           ------------             ------------
Cash and cash equivalents at end of period                                  $13,020,774              $12,201,166
                                                                            ===========              ===========
</TABLE>

Note:  Certain amounts for the 1999 period under Operating and Investing
       Activities have been reclassified to conform to the classifications in
       the 2000 period.



<PAGE>


                         MAGELLAN PETROLEUM CORPORATION

                                    FORM 10-Q

                         PART I - FINANCIAL INFORMATION

                               September 30, 2000


Note 1.  Basis of Presentation

         The accompanying  unaudited  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 period ended  September 30, 2000 are not  necessarily  indicative of
the results that may be expected for the year ending June 30, 2001.  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, 2000.

Note 2.  Revenue Recognition

          In December 1999,  the plaintiffs  (which include the Company) filed a
motion to have the Court of  Queen's  Bench in Canada  direct  that the  working
interest parties in the Kotaneelee gas field make timely payments of all current
and future amounts due from their share of the Kotaneelee gas field revenues. In
April 2000, the trial court  dismissed the motion  pending the Court's  ultimate
determination of the issues  surrounding the Kotaneelee  field  carried-interest
account.  The Alberta  Court of Appeal in Canada  recently  stayed the Company's
appeal. See Item 5. -Other Information.

          In view of the  Courts'  decisions,  the  Company  does not  intend to
accrue any  additional  revenues  ($43,425  had been  accrued in the fiscal year
ended June  30,2000)  from the  Kotaneelee  gas field  until  collection  of the
amounts due is reasonably assured.

         Since  March  2000,  the  operator  of the  Kotaneelee  field  has been
reporting the amount of the Company's  share of net revenues being  deposited in
escrow.  The October 2000 report provided  information for production during the
month of July 2000.  Based on the reported data,  the Company  believes that the
total amount due the Company is $542,387,  of which  $179,835 has been deposited
in escrow.

<PAGE>


Item 1.           Notes to Consolidated Financial Statements- (Cont'd)


Note 3.  Income Taxes

         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%)  which  will  impact the  Company's  effective  income tax rates in
future periods.

Note 4.  Capital

              The board of directors of the Company has  recommended an increase
in the authorized  common stock of the Company from 50,000,000  shares currently
authorized to 200,000,000  shares. The proposal will be considered at the Annual
Meeting of Stockholders which will be held on December 4, 2000.

Note 5.  Depletion, depreciation and amortization

         The operator of the Mereenie field is implementing an extensive program
for additional  drilling and capital  improvements.  The estimated cost of these
proposed  expenditures  (MPAL  share $8  million)  will  increase  the amount of
depletion expense in the year 2001 and in subsequent years.

Note 6.  Comprehensive Income

         The only item included in accumulated other  comprehensive  loss is the
Company's foreign currency translation adjustments.  Comprehensive (loss) during
the three months ended September 30, 2000 and 1999 was as follows:

<TABLE>

                                                                 Three months ended September 30,
                                                              2000                                1999

<S>                                                         <C>                                <C>
Net income                                                  $ 390,850                          $ 143,328
Currency translation adjustments                           (1,741,736)                          (474,887)
                                                           -----------                          ---------
Comprehensive (loss)                                      $(1,350,886)                         $(331,559)
                                                          ============                         ==========
</TABLE>



<PAGE>



Item 1.       Notes to Consolidated Financial Statements- (Cont'd)

Note 7.  Segment Information

         The Company has two reportable segments, MPC and its subsidiary,  MPAL.
Each company is in the same business,  MPAL is also a publicly held company with
its shares traded on the Australian Stock Exchange. MPAL issues separate audited
consolidated  financial  statements and operates  independently  of MPC. Segment
information  (in  thousands)  for the  Company's  two  operating  segments is as
follows:

<TABLE>
                                                                   Three months ended September 30,
                                                     ------------------------------ -------------------------------
                                                                2000                          1999
                                                     ------------------------------ -------------------------------
   Revenues:
<S>                                                      <C>                            <C>
     MPC                                                 $        44                    $        41
     MPAL                                                      3,824                          3,589
                                                          ----------                      ---------
     Total consolidated revenues                           $   3,868                       $  3,630
                                                           =========                       ========
   Net income (loss):
     MPC                                                  $     (173)                     $    (198)
     MPAL                                                        564                            341
                                                         -----------                     ----------
     Consolidated net income                              $      391                      $     143
                                                          ==========                      =========
</TABLE>

8.       Capital and stock options

         For the purpose of pro forma  disclosures,  the estimated fair value of
the  stock  options  is  expensed  in the year of grant  since the  options  are
immediately exercisable. The Company's pro forma information follows:

<TABLE>
                                                                         Three months ended September 30,
                                                                         --------------------------------
                                                                      2000                               1999
                                                                      ----                               ----
                                                                 Amount       Per Share            Amount       Per Share
<S>                                                             <C>            <C>                <C>            <C>
Net income as reported                                          $391,000       $.02               $143,000       $.01
Stock option expense                                            (21,000)          -                                 -
                                                                --------     ------               --------      -----
Pro forma net income                                           $ 370,000       $.02               $143,000       $.01
                                                               =========       ====               ========       ====
</TABLE>



<PAGE>


Item 1.       Notes to Consolidated Financial Statements- (Cont'd)

Note 9.  Subsequent Events

          On November 8, 2000, MPAL reported that the Ealing-1  exploration well
in the Canterbury  Basin of New Zealand was plugged and  abandoned.  MPAL funded
the cost of 20% of the well and the  effect  of the  after tax write off to MPC,
which will be taken in the second  quarter  ending  December 31,  2000,  will be
approximately $125,000.

Note 10. Earnings per share

         Earnings per common share is based upon the weighted  average number of
common and common equivalent shares outstanding during the period. The Company's
basic and diluted  calculations  of EPS are the same for the three  months ended
September 30, 2000 because the exercise of options is not assumed in calculating
diluted EPS, as the result  would be  anti-dilutive.  The exercise  price of the
outstanding  stock options exceeded the average market price of the common stock
during the 2000 period.


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>


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

          In December 1999,  the plaintiffs  (which include the Company) filed a
motion to have the Court of  Queen's  Bench in Canada  direct  that the  working
interest parties in the Kotaneelee gas field make timely payments of all current
and future amounts due from their share of the Kotaneelee gas field revenues. In
April 2000, the trial court  dismissed the motion  pending the Court's  ultimate
determination of the issues  surrounding the Kotaneelee  field  carried-interest
account.  The Alberta  Court of Appeal in Canada  recently  stayed the Company's
appeal. See Item 5. -Other Information.

          In view of the  Courts'  decisions,  the  Company  does not  intend to
accrue any  additional  revenues  ($43,425  had been  accrued in the fiscal year
ended June  30,2000)  from the  Kotaneelee  gas field  until  collection  of the
amounts due is reasonably assured.

         Since  March  2000,  the  operator  of the  Kotaneelee  field  has been
reporting the amount of the Company's  share of net revenues being  deposited in
escrow.  The October 2000 report provided  information for production during the
month of July 2000.  Based on the reported data,  the Company  believes that the
total amount due the Company is $542,387,  of which  $179,835 has been deposited
in escrow.

         The  Company's  Annual  Report on Form 10-K for the year ended June 30,
2000 should be read for a detailed discussion of the Kotaneelee litigation.

         Liquidity and Capital Resources

Consolidated

         At  September   2000,   the  Company  on  a   consolidated   basis  had
approximately   $16  million  in  cash  and  cash   equivalents  and  marketable
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
three month period ended September 30, 2000 is as follows:
<TABLE>

<S>                                                                                            <C>
         Cash and cash equivalents at beginning of period                                      $13,891,000
         Cash provided by operations                                                             1,003,000
         Net additions to property and equipment                                                  (700,000)
         Sales of marketable securities                                                            118,000
         Effect of exchange rate changes                                                        (1,291,000)
                                                                                          -----------------
         Cash and cash equivalents at end of period                                            $13,021,000
                                                                                               ===========
</TABLE>

As to MPC

         At September 30, 2000,  Magellan Petroleum  Corporation  ("MPC"), on an
unconsolidated  basis, had working capital of approximately $1.9 million.  MPC's
annual operating budget is approximately  $700,000.  During fiscal 2001, MPC has
budgeted  approximately  $200,000  for oil and gas  exploration  compared to the
$54,000 expended during fiscal 2000.

         During November 2000,  MPAL paid a dividend of A.$.05 per share.  MPC's
share of this  dividend  was  approximately  $620,000,  which was added to MPC's
working capital.

As to MPAL

         At September 30, 2000, MPAL had working capital of approximately  $13.4
million. MPAL has budgeted  approximately $3 million for specific exploration in
fiscal 2001 as compared to the $2 million expended during fiscal 2000.  However,
the total amount to be expended  may be as much as $6 million  depending on when
the various projects reach the drilling phase. 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)

         Results of Operations

Three months ended September 30, 2000 vs. September 30, 1999

         The components of  consolidated  net income for the comparable  periods
were as follows:
<TABLE>
                                                                                 Three months ended
                                                                                    September 30,
                                                                           2000                       1999
                                                                        ------------------------------------------
<S>                                                                       <C>                         <C>
MPC unconsolidated pretax (loss)                                          $(172,796)                  $(197,525)
Share of MPAL pretax income                                                 808,424                     456,927
Share of MPAL income tax provision                                         (244,778)                   (116,074)
                                                                        ------------                ------------
Consolidated net income                                                  $  390,850                  $  143,328
                                                                         ==========                  ==========

Net income per share (basic and diluted)                                   $.02                       $.01
                                                                           ====                       ====
</TABLE>

                                    Revenues

          Oil sales  increased  46% in the current  quarter to  $1,189,000  from
$812,000 in 1999 because of an 82%  increase in oil prices  which was  partially
offset by a 20%  decrease  in the  number of units  sold and the 12%  Australian
foreign  exchange rate decrease  discussed below. Oil unit 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:
<TABLE>
                                                       Three months ended September 30,
                                                       --------------------------------
                                           2000 Sales                                     1999 Sales
                            ----------------------------------------        -----------------------------------------
                                                    Average price                                  Average price
                                 bbls                  per bbl                  bbls                  per bbl
                                 ----                  -------                  ----                  -------
<S>                               <C>                    <C>                     <C>                   <C>
Australia-Mereenie                39,092               A.$57.69                  49,095              A.$31.59
</TABLE>



<PAGE>


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

         Gas sales  decreased 12% to $2,160,000 in 2000 from  $2,444,000 in 1999
primarily because of the 12% Australian foreign exchange rate decrease discussed
below and a 2% decrease in the volume of gas sold,  which were partially  offset
by a 3%  increase  in gas  prices.  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:
<TABLE>

                                                           Three months ended September 30,
                                                           --------------------------------
                                                 2000 Sales                                 1999 Sales
                                 -----------------------------------------    ---------------------------------------
                                      bcf          Average price per mcf          bcf         Average price per mcf
                                      ---          ---------------------          ---         ---------------------
                                                           (A.$)                                      (A.$)
Australia: Palm Valley
<S>                                     <C>                 <C>                     <C>               <C>
  Alice Springs contract                .279                3.03                    .291              2.94
  Darwin contract                       .511                2.03                    .574              2.02
Australia: Mereenie
  Darwin contact                        .604                2.28                    .576              2.22
  Other                                 .309                3.17                    .292              2.95
                                        ----                                        ----
       Total                           1.703                                       1.733
                                       =====                                       =====
</TABLE>

         Other  production  related  revenues  increased 40% to $263,000 in 2000
from  $188,000 in 1999.  The primary  reason for this  increase  was that MPAL's
share of gas pipeline tariffs increased 52% to $241,000 in 2000 from $159,000 in
1999.

         Interest income increased 38% to $256,000 in 2000 from $185,000 in 1999
because  additional  funds were available for investment and interest rates were
higher.

                               Costs and Expenses

         Production  costs  decreased  13% in 2000 to $844,000  from $965,000 in
1999 because of the 12%  Australian  foreign  exchange rate  decrease  discussed
below.

         Exploration  and dry hole costs  totaled  $132,000 in 2000  compared to
$280,000 in 1999. The 2000 and 1999 costs related  primarily to the  exploration
work being performed on MPAL's offshore Western Australia properties.

         Salaries and employee  benefits  decreased 30% from $627,000 in 1999 to
$442,000  in 2000.  During  August  1999,  MPAL's  General  Manager  retired and
received  the  balance of his unpaid  salary of  $228,000  under his  employment
contract.  The  decrease  was also  partially  offset by an increase in salaries
related to the President of MPC becoming a paid employee instead of a consultant
effective  January 1, 2000 The Australian  foreign  exchange rate also decreased
12% during the 2000 period as discussed below.


<PAGE>


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

         Depletion,  depreciation and amortization increased 6% from $634,000 in
1999 to  $674,000  in 2000.  There was an actual 20 % increase in DD&A which was
partially  offset by the 12% decrease in the Australian  exchange rate discussed
below.  The operator of the Mereenie filed has implemented an extensive  program
for additional  drilling and capital  improvements.  The estimated cost of these
expenditures  (MPAL  share $8  million)  increased  the amount of  depletion  by
approximately  $172,000 in the 2000  period.  In  addition,  there was a 14% net
decrease in the reserve base used to  calculate  the  depletion  rate during the
2000 period which also increased DD&A expense.

          Auditing, accounting and legal expenses decreased 35% from $157,000 in
1999 to $102,000 in 2000.  Effective January 1, 2000 the President of MPC became
a paid  employee  instead of a consultant  which reduced the amount of auditing,
accounting  and legal  expenses.  In  addition,  there was a 12% decrease in the
Australian exchange rate as discussed below.

         Shareholder communications decreased 9% from $31,000 in 1999 to $28,000
in 2000.

          Other administrative expenses were approximately the same between the
periods:  $238,000 in 2000 and 237,000 in 1999.

                                  Income Taxes

          Income tax expense increased 110% in 2000 to $478,000 from $228,000 in
1999. The components of tax income expense between MPC and MPAL were as follows:
<TABLE>

                                                                           2000                         1999
                                                                           ----                         ----
<S>                                                                      <C>                        <C>
Pretax consolidated income                                               $    1,407                 $       699
Losses not recognized:
   MPC's operations                                                            173                         198
   MPAL's foreign operations                                                    13                          18
Permanent differences                                                         (188)                       (282)
                                                                         ----------                  ----------
Book taxable income                                                      $    1,405                 $       633
                                                                         ==========                 ===========

Australian tax rate                                                             34%                         36%
                                                                             ======                      ======

Australian income tax                                                   $       478                 $       228
MPC income tax                                                                    -                           -
                                                                         ----------                  ----------
Consolidate income tax                                                  $       478                 $       228
                                                                        ===========                 ===========

Effective tax rate                                                              34%                         33%
                                                                                ===                         ===
</TABLE>

                                 Exchange Effect

         The  value  of  the  Australian  dollar  relative  to the  U.S.  dollar
decreased to $.5427 at September  30, 2000 compared to a value of $.5968 at June
30,  2000.  This  resulted  in a  $1,742,000  charge  to  the  foreign  currency
translation  adjustments  account for the three month period ended September 30,
2000.  The 9%  decrease  in the value of the  Australian  dollar  decreased  the
reported asset and liability  amounts in the balance sheet at September 30, 2000
from the June 30, 2000  amounts.  The average  exchange  rate used to  translate
MPAL's  operations in Australia  was $.5734 for the quarter ended  September 30,
2000, which is a 12% decrease  compared to the $.6501 rate for the quarter ended
September 30, 1999.


Item 3.       Quantitative and Qualitative Disclosure About Market Risk

         The Company does not have any significant exposure to market risk other
than as previously discussed regarding foreign currency risk, as the only market
sensitive instruments are its investments in marketable securities. At September
30, 2000, the carrying value of such investments  (including those classified as
cash and cash equivalents) was approximately  $15.8 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.


<PAGE>



                         MAGELLAN PETROLEUM CORPORATION

                           PART II - OTHER INFORMATION

                               September 30, 1999

Item 5.           Other Information

                  On  November  8,  2000,   MPAL   reported  that  the  Ealing-1
exploration  well  in the  Canterbury  Basin  of New  Zealand  was  plugged  and
abandoned.  MPAL  funded the cost of 20% of the well and the effect of the after
tax write off to MPC, which will be taken in the second quarter ending  December
31, 2000, will be approximately $125,000.

          In the Kotaneelee  litigation,  the Alberta Court of Appeal has stayed
the Company's appeal of the trial court's refusal to direct the working interest
parties to make timely  payments of all current and future amounts which are due
as the Company's share of the field's net revenues.  The stay was granted on the
basis that the appeal is  premature  until a judgment  is rendered on the entire
trial.  The  appeal  may be  reactivated  in the  event  that  the  trial  court
ultimately  decides  the issue in favor of the  defendants.  The Court of Appeal
also indicated that it might consider the issue  separately from, and in advance
of, any other appeal which might be brought from the trial court's decision.

Item 6.           Exhibits and Reports on Form 8-K

          (a)     Exhibits

                  None.

          (b)     Reports on Form 8-K

                  On September 27, 2000,  the Company filed a Current  Report on
Form 8-K to report  that the  Annual  Meeting  of  Stockholders  will be held on
Thursday,   December  4,  2000  at  1:00  P.M.  at  the  Hyatt  Regency  Orlando
International Airport, 9300 Airport Boulevard, Orlando, Florida 32827.



<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:  November 13, 2000               By /s/ James R. Joyce
                                          --------------------------------------
                                          James R. Joyce, President and
                                          Chief Financial and Accounting Officer


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