MAGELLAN PETROLEUM CORP /DE/
10-Q, 2000-05-11
CRUDE PETROLEUM & NATURAL GAS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q

(Mark one)

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

For the quarterly period ended                March 31, 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 May 5, 2000 was 25,108,226.


<PAGE>




                         MAGELLAN PETROLEUM CORPORATION

                                    FORM 10-Q

                                 MARCH 31, 2000

                                Table of Contents


                         PART I - FINANCIAL INFORMATION


ITEM 1   Financial Statements                                              Page

         Consolidated balance sheets at March 31, 2000 and June 30, 1999      2

         Consolidated statements of operations for the three and nine months
         ended March 31, 2000 and March 31, 1999                              3

         Consolidated statements of cash flows for the nine months ended
         March 31, 2000 and March 31, 1999                                    4

         Consolidated statement of changes in stockholders' equity for the
         nine months ended March 31, 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            17

                           PART II - OTHER INFORMATION

ITEM 5   Other Information                                                    18

ITEM 6   Exhibits and Reports on Form 8-K                                     18

         Signature                                                            19


<PAGE>





                         MAGELLAN PETROLEUM CORPORATION
                                    FORM 10-Q
                         PART I - FINANCIAL INFORMATION

         Item 1.      Financial Statements
<TABLE>
<CAPTION>
                           CONSOLIDATED BALANCE SHEETS

        ======================================================================= ======================= =======================
                                                                                      March 31,                June 30,
        ======================================================================= ======================= =======================
                                                                                         2000                    1999
                                        ASSETS                                         (Unaudited)                  (Note)
        Current assets:
<S>                                                                                   <C>                     <C>
          Cash and cash equivalents                                                   $ 12,499,814            $ 13,380,699
          Accounts receivable                                                            3,258,268               1,588,851
          Marketable securities                                                            749,081                 392,973
          Reimbursable development costs                                                   130,958                  95,743
          Inventories                                                                      300,263                 215,953
          Other assets                                                                     284,262                 282,900
                                                                                     --------------           -------------
                  Total current assets                                                  17,222,646              15,957,119
                                                                                     --------------           -------------
        Marketable securities                                                            2,214,490               1,709,455

        Property and equipment (successful efforts method)                              45,721,395              49,626,161
        Less: accumulated depletion, depreciation and amortization                     (23,464,974)            (22,901,263)
                                                                                     --------------           -------------
        Net property and equipment                                                      22,256,421              26,724,898
                                                                                     --------------           -------------
        Other assets                                                                       686,241                 754,639
                                                                                     --------------           -------------
        Total assets                                                                  $ 42,379,798            $ 45,146,111
                                                                                     ==============            ============
               LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS' EQUITY
        Current liabilities:
          Accounts payable                                                           $   2,009,592           $   2,284,184
          Accrued liabilities                                                              702,343                 780,570
          Income taxes payable                                                             367,235                 120,150
                                                                                     -------------          --------------
                  Total current liabilities                                              3,079,170               3,184,904

        Long term liabilities:
          Deferred income taxes                                                          5,166,805               6,060,402
          Reserve for future site restoration costs                                        906,281                 849,311
                                                                                     -------------           -------------
                  Total long term liabilities                                            6,073,086               6,909,713
                                                                                     -------------           -------------
        Minority interests                                                              14,335,034              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                                                          (17,435,196)            (18,404,824)
          Accumulated other comprehensive loss                                          (7,509,984)             (5,699,068)
                                                                                     -------------           -------------
                  Total stockholders' equity                                            18,892,508              19,733,796
                                                                                     -------------           -------------
        Total liabilities, minority interests and stockholders' equity                $ 42,379,798            $ 45,146,111
                                                                                      ============            ============
</TABLE>
         Note: The balance sheet at June 30, 1999 has been derived from the
               audited consolidated financial statements at that date.

                             See accompanying notes.

<PAGE>



                         MAGELLAN PETROLEUM CORPORATION
                                    FORM 10-Q

                         PART I - FINANCIAL INFORMATION

         Item 1.      Financial Statements

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                      Three months ended                  Nine months ended
                                                                           March 31,                          March 31,
                                                                    2000              1999             2000              1999

    Revenues:
<S>                                                              <C>              <C>                <C>             <C>
      Oil sales                                                  $ 1,190,005      $   492,143        $3,223,037      $ 1,848,445
      Gas sales                                                    2,615,655        2,500,074         7,996,419        7,265,096
      Other production related revenues                              266,234          153,638           734,109          451,836
      Interest income                                                209,613          173,222           579,758          523,761
                                                                 -----------      -----------       -----------     ------------
                                                                   4,281,507        3,319,077        12,533,323       10,089,138
                                                                 -----------      -----------       -----------     ------------
    Costs and expenses:
      Production costs                                               965,165        1,640,961         3,306,523        3,742,196
      Exploration and dry hole costs                                 185,775          501,911         1,319,673        1,876,041
      Salaries and employee benefits                                 377,220          324,736         1,393,974        1,048,068
      Depletion, depreciation and amortization                       898,138          597,979         2,746,381        1,653,076
      Auditing, accounting and legal services                         46,681           95,259           277,537          447,666
      Shareholder communications                                      28,393           23,529           167,619          164,906
      Other administrative expenses                                  198,276          147,931           627,610          579,811
                                                                 -----------      -----------       -----------     ------------
                                                                   2,699,648        3,332,306         9,839,317        9,511,764
                                                                 -----------      -----------       -----------     ------------
    Income (loss) before income taxes and minority interests       1,581,859          (13,229)        2,694,006          577,374
      Income tax provision (credit)                                  490,506           98,186           187,553          417,737
                                                                 -----------      -----------       -----------     ------------
    Income (loss) before minority interests                        1,091,353         (111,415)        2,506,453          159,637
      Minority interests                                             594,490           37,941         1,536,825          424,113
                                                                 -----------      -----------       -----------     ------------
    Net income (loss)                                            $   496,863      $  (149,356)      $   969,628      $  (264,476)
                                                                 ===========      ============      ===========      ============
    Average number of shares outstanding
      Basic                                                       25,108,226       25,032,495        25,108,226       25,027,495
                                                                 ===========      ============      ===========      ============
      Diluted                                                     25,276,989       25,032,495        25,276,989       25,027,495
                                                                 ===========      ============      ===========      ============
    Net income (loss) per share
     Basic and Diluted EPS                                          $ .02            $(.01)            $. 04               $(.01)
                                                                    =====            ======             ====              ======
</TABLE>

                             See accompanying notes.


            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                          -             -             -           969,628                -          969,628    $ 969,628
  Currency translation
  adjustments                         -             -             -                 -       (1,810,916)     (1,810,916)  (1,810,916)
  Comprehensive income
  (loss)                              -             -             -                 -                 -               -   ----------
                             ---------       --------  ------------      -------------    ------------      -----------    $841,288
March 31, 2000               25,108,226      $251,082   $43,586,606      $(17,435,196)     $(7,509,984)     $18,892,508    ========
                             ==========      ========   ===========      =============     ============     ===========
</TABLE>
                             See accompanying notes.


<PAGE>


                         MAGELLAN PETROLEUM CORPORATION

                                    FORM 10-Q

                         PART I - FINANCIAL INFORMATION

Item 1.       Financial Statements

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
<TABLE>
<CAPTION>
                                                                                    Nine months ended
                                                                                        March 31,
                                                                              2000                     1999
Operating Activities:
<S>                                                                           <C>                    <C>
  Net income (loss)                                                           $   969,628            $  (264,476)
  Adjustments to reconcile net income
    to net cash provided by operating activities:
   Exploratory and dry hole costs                                                       -                420,748
   Depletion, depreciation and amortization                                     2,746,381              1,653,076
   Deferred income taxes                                                         (646,512)               453,877
   Minority interests                                                           1,536,825                424,113
  Increase (decrease) in operating assets
    and liabilities:
   Accounts receivable                                                         (2,168,040)              (249,319)
   Reimbursable development costs                                                 (10,097)               189,459
   Other assets                                                                   135,433                (39,013)
   Inventories                                                                    (27,114)                76,867
   Accounts payable and accrued liabilities                                     1,087,875               (261,105)
                                                                                ---------          --------------
Net cash provided by operating activities                                       3,624,379              2,404,227
                                                                                ---------          --------------

Investing Activities:
  Marketable securities (purchased)                                              (861,143)              (812,023)
  Net additions to property and equipment                                      (1,648,540)            (2,257,030)
                                                                                ---------          --------------
Net cash used in investing activities                                          (2,509,683)            (3,069,053)
                                                                                ---------          --------------

Financing Activities:
  Dividends to MPAL minority shareholders                                        (730,709)              (686,567)
  Exercise of MPC stock options                                                         -                 40,625
                                                                                ---------          --------------
Net cash used in financing activities                                            (730,709)              (645,942)
                                                                                ---------          --------------

  Effect of exchange rate changes on cash
    and cash equivalents                                                       (1,264,872)               279,670
                                                                            --------------        --------------
Net decrease in cash and cash equivalents                                        (880,885)            (1,031,098)
  Cash and cash equivalents at beginning of year                               13,380,699             12,436,297
                                                                            --------------        --------------
Cash and cash equivalents at end of period                                    $12,499,814            $11,405,199
                                                                              ===========            ===========
</TABLE>

                             See accompanying notes.




<PAGE>


Item 1.       Notes to Consolidated Financial Statements

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 and nine month  periods  ended  March 31,  2000 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.

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 the operator of the
Kotaneelee  gas field to make timely  payments of all current and future amounts
due from  their  share of the  Kotaneelee  gas field  revenues.  The  motion was
subsequently  amended to include all of the  defendants.  On April 10, 2000, the
trial court dismissed the motion pending the Court's  ultimate  determination of
the issues  surrounding  the  Kotaneelee  field  carried-interest  account.  The
plaintiffs  intend to appeal  the  decision  to the  Alberta  Court of Appeal in
Canada.

     In view of the Court's dismissal of the Company's motion,  the Company does
not intend to accrue any additional  revenues($43,425  accrued through  December
31, 1999) from the Kotaneelee  gas field until  collection of the amounts due is
reasonably assured.

     Based on the latest  report(January  production)  from the  operator of the
Kotaneelee field, the Company believes its share of net revenues due the Company
is as follows:
                        Amounts                     Amounts
                        due from                  deposited
                      all parties                 in escrow
                      -----------                 ----------
Balance due             $80,034                     $26,536
                        =======                     =======


<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%). During the quarter ended December 31, 1999, the Company recorded a
$721,000 benefit in the amount of deferred income taxes to reflect the change in
rates.

Note 4.  Capital  and Stock Options

     On February  24,  2000,  the Company  issued five year  options to purchase
745,000  shares of the  Company's  common  stock at $1.28 per share to officers,
directors, and key employees of MPC and MPAL. Options to purchase 510,000 shares
are vested and exercisable.  Options to purchase 235,000 shares are being vested
one third each at the end of the first, second and third years after the grant.

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 $9  million)  will  increase  the amount of
depletion expense in the year 2000 and in subsequent years.

Note 6.  Comprehensive Income

         The only item included in accumulated other  comprehensive  loss is the
Company's currency  translation  adjustments.  Total comprehensive income (loss)
during the three and nine month  periods  ended  March 31, 2000 and 1999 were as
follows:

<TABLE>
<CAPTION>
                                                       Three months ended                  Nine months ended
                                                           March 31,                           March 31,
                                                     2000              1999              2000              1999

<S>                                                <C>                <C>              <C>               <C>
Net income (loss)                                $   496,863         $ (149,356)      $   969,628         $(264,476)
Currency translation adjustments                  (1,538,688)         1,151,898        (1,810,916)          838,925
                                                -------------         ---------       -----------        ----------
Total comprehensive income (loss)                $(1,041,825)        $1,002,542       $  (841,288)        $ 574,449
                                                 ============        ==========       ===========        =========
</TABLE>

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


<PAGE>


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

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>
<CAPTION>
                                                            Three months ended                Nine months ended
                                                           2000             1999            2000             1999
   Revenues:
<S>                                                         <C>               <C>            <C>             <C>
     MPC                                                    $     46          $     55       $     933       $     853
     MPAL                                                      4,236             3,264          12,360           9,941
     Elimination of intersegment dividend                          -                 -          (  760)           (705)
                                                        -------------     -------------      -----------     -----------
     Total consolidated revenues                            $  4,282          $  3,319       $  12,533       $  10,089
                                                           =========          ========          =======         =======
   Net income:
     MPC                                                    $   (128)         $  (188)       $     124       $       5
     MPAL                                                        625                39           1,606             436
     Elimination of intersegment dividend                          -                 -            (760)         (  705)
                                                       -------------    --------------      -----------    ------------
     Consolidated net income (loss)                         $    497          $  (149)       $     970       $    (264)
                                                          ==========         ==========     ==========     ============
</TABLE>


Note 8.  Salaries and Employee Benefits

         Effective  January 1, 2000,  Mr. James R. Joyce,  the  President of MPC
became a paid employee of the Company.  Previously,  Mr. Joyce had received fees
through his firm of G&O'D Inc. Mr. Joyce signed a three year employment contract
which  provides  that he will  receive  an  annual  salary  of  $150,000,  a 15%
contribution  ($22,500)  to a pension plan and his firm will be  reimbursed  for
certain  office   expenses.   The  total  amount  of  the  above  payments  will
correspondingly  reduce the amount of  accounting  and  administrative  expenses
charged by his firm.

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.


<PAGE>


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

         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.

         Although, according to the Operator's reports, the Kotaneelee gas field
reached pay out status on November  10,  1999,  the  Operator  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 of Queens Bench in
Calgary,  Canada.  The Operator  has stated that it will  deposit the  Company's
share of net production  proceeds in an interest  bearing account with an escrow
agent.

          In December 1999,  the Plaintiffs  (which include the Company) filed a
motion to have the Court of Queen's Bench direct the operator of the  Kotaneelee
gas field to make timely payments of all current and future amounts due from its
share of the Kotaneelee gas field revenues.  The motion was subsequently amended
to include all of the  defendants.  On April 10, 2000, the trial court dismissed
the motion pending the Court's ultimate  determination of the issues surrounding
the Kotaneelee field  carried-interest  account. The Plaintiffs intend to appeal
the decision to the Alberta Court of Appeal.


     Based on the latest report ( January  production)  from the operator of the
Kotaneelee field, the Company believes its share of net revenues due the Company
is as follows:

                       Amounts                     Amounts
                       due from                   deposited
                     all parties                  in escrow
Balance due            $80,034                     $26,536


         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.



<PAGE>


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

         Liquidity and Capital Resources

Consolidated

         At  March  31,  2000,   the  Company  on  a   consolidated   basis  had
approximately  $15.5  million  in  cash  and  cash  equivalents  and  marketable
securities.

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

<S>                                                                                            <C>
         Cash and cash equivalents at beginning of period                                      $13,381,000
         Cash provided by operations                                                             3,624,000
         Net additions to property and equipment                                                (1,649,000)
         Purchase of marketable securities                                                        (861,000)
         Dividend to MPAL minority shareholders                                                   (731,000)
         Exchange loss on cash                                                                  (1,264,000)
                                                                                             --------------
         Cash and cash equivalents at end of period                                            $12,500,000
                                                                                               ===========
</TABLE>

As to MPC

         At March  31,  2000,  Magellan  Petroleum  Corporation  ("MPC"),  on an
unconsolidated  basis, had cash and marketable  securities of approximately $3.3
million. MPC's annual operating budget is approximately $700,000 and its current
financial  position  and annual  MPAL  dividend  should be  adequate to meet its
current   operating   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 or increase  its  majority
interest in MPAL.

         During November 1999,  MPAL paid a dividend of A.$.05 per share.  MPC's
share  of this  dividend  after  Australian  withholding  taxes  ($114,000)  was
approximately $646,000, which was added to its working capital.

     During the quarter  ended March 31, 2000,  MPC  purchased  51,278 shares of
MPAL at a cost of appromixately $46,000 and  increased its ownership from 50.98%
to 51.09%.

As to MPAL

         At  March  31,  2000,  MPAL  had  cash  and  marketable  securities  of
approximately $12.2  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


<PAGE>


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

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.

         Three month period ended March 31, 2000 vs. March 31, 1999.

         The Company had consolidated net income of $496,863 for the three month
period  ended  March  31,  2000  compared  to a net  loss  of  $149,356  for the
comparable  1999  period.  The  components  of  consolidated  net income for the
comparable periods were as follows:

<TABLE>
<CAPTION>
                                                                              Three month period ended
                                                                                      March 31,
                                                                           2000                       1999

<S>                                                                      <C>                         <C>
MPC unconsolidated pretax loss                                           $(128,440)                  $(188,328)
Share of MPAL pretax income                                                875,444                      88,715
Share of MPAL income tax (provision) benefit                              (250,141)                    (49,743)
                                                                        -----------                   ---------
Consolidated net income (loss)                                           $ 496,863                  $ (149,356)
                                                                         =========                  ===========
Net income (loss) per share (basic & diluted)                             $ .02                       $ (.01)
                                                                          ======                      ========
</TABLE>

                                    Revenues

          Oil sales  increased by 142% in the current quarter to $1,190,000 from
$492,000 in 1999 because of a 137%  increase in oil prices  which was  partially
offset  by a 19%  decrease  in the  number of units  sold and the 1%  Australian
foreign  exchange  rate  decrease  discussed  below . Oil sales are  expected to
continue to decline unless additional  development wells are drilled to maintain
production  levels.  MPAL is  dependent  on the  operator  (65%  control) 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>
<CAPTION>

                                                               Three month period ended March 31,
                                                     2000 Sales                                     1999 Sales
                                                    Average price                                  Average price
                                 bbls                  per bbl                  bbls                  per bbl
<S>                               <C>                    <C>                     <C>                   <C>
Australia-Mereenie                  46,712               A.$42.34                  57,589              A.$17.84
</TABLE>

         Gas sales  increased 5% to $2,616,000  in 2000 from  $2,500,000 in 1999
because of the 4% increase in the volume of gas sold and increased prices (up an
average 2%) which was  partially  offset by the 1% Australian  foreign  exchange
rate decrease discussed below. The volumes in billion cubic feet ("bcf") (before
deducting  royalties)  and the  average  price of gas per  thousand  cubic  feet
("mcf") sold during the periods indicated were as follows:



<PAGE>


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

                                                                  Three month period ended March 31,
                                                        2000 Sales                                 1999 Sales
                                                        Average price                              Average price
                                       Bcf                 per mcf                bcf                 per mcf
Australia:                                                  (A.$)                                      (A.$)
Palm Valley
<S>                                     <C>                 <C>                    <C>                 <C>
  Alice Springs contract                .153                2.98                   .352                2.98
  Darwin contract                       .588                2.02                   .541                2.02
Mereenie:
  Darwin contract                       .652                2.36                   .537                2.02
  Other                                 .484                3.12                   .368                2.80
                                       -------                                    ------
       Total                           1.877                                      1.798
                                       =====                                      =====
</TABLE>

         Other  production  related  revenues  increased 73% to $266,000 in 2000
compared to $154,000 in 1999 primarily because MPAL's share of gas pipeline
tariffs increased to $243,000 in 2000 compared to $124,000 in 1999.

         Interest income increased 21% to $210,000 in 2000 from $173,000 in
1999. The increase is the result of the additional funds available for
investment and higher interest rates.

                               Costs and Expenses

         Production  costs  decreased 41% in 2000 to $965,000 from $1,641,000 in
1999.  The costs  relate  primarily  to the  Mereenie  field  where  substantial
remedial work is being performed.  The 1999 period includes the costs associated
with the abandonment of the LPG plant which totaled $490,000.

         Exploration  and dry hole costs  totaled  $186,000 in 2000  compared to
$502,000 in 1999. The 2000 costs relate primarily to the work being performed on
MPAL's offshore Western Australia properties. The 1999 period includes the costs
($421,000) of the Belize project that were written off.

         Salaries and employee  benefits  increased 16% from $325,000 in 1999 to
$377,000  in 2000.  The  increase in the 2000 period  relates  primarily  to the
expense  of the  president  of MPC being  paid as an  employee  instead  of as a
consultant.  The  arrangement  resulted  in a is a  corresponding  reduction  in
accounting and administrative expenses.

         Depletion, depreciation and amortization increased 50% from $598,000 in
1999 to $898,000 in 2000. The operator of the Mereenie field has  implemented an
extensive  program  for  additional  drilling  and  capital  improvements.   The
estimated cost of these expenditures

<PAGE>


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

(MPAL share $9 million) increased the amount of depletion by approximately
$210,000 in the 2000 period.  In addition, there was a 4% net decrease period in
reserves used to calculate the depletion rate during the 1999 period.

          Auditing,  accounting and legal expenses decreased 51% from $95,000 in
1999 to $47,000 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.

         Shareholder communications increased 21% from $24,000 in 1999 to
$28,000 in 2000 because the costs of proxy solicitation increased.

          Other  administrative  expenses increased 23% from $147,000 in 1999 to
$198,000 in 2000 because during the 1999 period, MPAL had been able to recover a
greater portion of its overhead costs as operator of the Palm Valley field.

                                  Income Taxes

          Income tax expense  increased from $98,000 in 1999 to $491,000 in 2000
on substantially increased income. MPAL's effective income tax rate for 2000 was
31%  compared  to 56% in 1999.  In the 1999  period,  there  was no tax  benefit
recognized  for the $421,000  Belize  project write off . Although the statutory
Australian  tax rate is 34%,  MPAL is not  taxed  on  certain  payments  that it
receives.  The  components  of income tax  expense  between MPC and MPAL were as
follows:
<TABLE>
<CAPTION>

                                                                            2000                        1999
<S>                                                                      <C>                        <C>
MPC                                                                       $       -                    $      -
MPAL                                                                        491,000                      98,000
                                                                           ---------                    --------
Consolidated tax provision                                                $ 491,000                     $98,000
                                                                           ========                     =======
</TABLE>

                                 Exchange Effect

         The  value  of  the  Australian  dollar  relative  to the  U.S.  dollar
decreased  to $.607 at March 31, 2000  compared to a value of $.6560 at December
31,  1999.  This  resulted  in a  $1,539,000  charge  to  the  foreign  currency
translation adjustments account for the three month period ended March 31, 2000.
The average exchange rate used to translate  MPAL's  operations in Australia was
$.6315 for the quarter ended March 31, 2000, which is a 1% decrease  compared to
the $.6358 rate for the quarter ended March 31, 1999.



<PAGE>


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

Nine month period ended March 31, 2000 vs. March 31, 1999.

         The Company had consolidated net income of $ 969,628 for the nine month
period  ended  March  31,  2000  compared  to a net  loss  of  $264,476  for the
comparable 1999 period. The components of consolidated net income (loss) for the
comparable periods were as follows:
<TABLE>
<CAPTION>
                                                                               Nine month period ended
                                                                                      March 31,
                                                                           2000                       1999

<S>                                                                      <C>                        <C>
MPC unconsolidated pretax loss                                           $(521,706)                 $ (594,191)
MPC income tax                                                            (113,990)                   (105,732)
Share of MPAL pretax income                                              1,642,907                     593,506
Share of MPAL income tax (provision) benefit                               (37,583)                   (158,059)
                                                                       ------------                ------------
Consolidated net income (loss)                                           $ 969,628                  $ (264,476)
                                                                         =========                  ===========
Net income (loss) per share (basic & diluted)                             $ .04                     $ (.01)
                                                                          ======                    =======
</TABLE>

                                    Revenues

          Oil sales  increased by 74% in the current  period to $3,223,000  from
$1,848,000 in 1999 because of a 90% increase in oil prices and the 4% Australian
foreign  exchange  increase as discussed below which were partly offset by a 21%
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:
<TABLE>
<CAPTION>

                                                                Nine month period ended March 31,
                                                         2000                                         1999
                                                      Average price                               Average price
                                    Bbls                 per bbl                 bbls                per bbl
<S>                                 <C>                   <C>                    <C>                   <C>
Australia-Mereenie                  144,050             A.$36.63                 183,396             A.$19.26
</TABLE>

         Gas sales  increased 10% to $7,996,000 in 2000 from  $7,265,000 in 1999
because of  increased  prices  (up an average  2%),  the 4%  Australian  foreign
exchange  increase  discussed below and a 4% 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:


<PAGE>


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

                                                                  Nine month period ended March 31,
                                                         2000 Sales                               1999 Sales
                                                        Average price                              Average price
                                       bcf                 per mcf                bcf                 Per mcf
Australia:                                                  (A.$)                                      (A.$)
Palm Valley
<S>                                     <C>                 <C>                    <C>                 <C>
  Alice Springs contract                .722                2.96                   .962                2.96
  Darwin contract                      1.722                2.02                  1.857                2.02
Mereenie:
  Darwin contact                       1.909                2.30                  1.705                2.04
  Other                                1.276                3.06                   .953                2.74
                                       -----                                      -----
       Total                           5.629                                      5.477
                                       =====                                      =====
</TABLE>

         Other  production  related  revenues  increased 62% to $734,000 in 2000
compared to $452,000 in 1999 primarily because MPAL's share of gas pipeline
tariffs increased to $663,000 in 2000 compared to $359,000 in 1999.

         Interest  income  increased 11% in 2000.  The increase from $524,000 in
1999 to  $580,000  in 2000  resulted  from  higher  interest  rates,  more funds
available for  investment  and the 4% Australian  foreign  exchange  increase as
discussed below.

                               Costs and Expenses

         Production costs decreased 12% in 2000 to $3,307,000 from $3,742,000 in
1999.  The costs  relate  primarily  to the  Mereenie  field  where  substantial
remedial work is being performed.  The 1999 period includes the costs associated
with the abandonment of the LPG plant which totaled $490,000.

         Exploration  and dry hole costs totaled  $1,320,000 in 2000 compared to
$1,876,000 in 1999. The 2000 costs relate  primarily to the work being performed
on MPAL's offshore Western  Australia  properties.  The 1999 period includes the
costs ($421,000) of the Belize project that were written off.

         Salaries  and  employee  benefits  increased  33%  to  $1,394,000  from
$1,048,000  in 1999.  The  increase in the 2000 period  relate  primarily to the
expense  of the  President  of MPC being  paid as an  employee  instead  of as a
consultant.  The Australian  foreign  exchange rate also increased 4% during the
2000 period.

         Depreciation,  depletion  and  amortization  increased  66% in  2000 to
$2,746,000  from  $1,653,000  in  1999.  The  operator  of  the  Mereenie  field
implemented   an  extensive   program  for   additional   drilling  and  capital
improvements. The estimated cost of these


<PAGE>


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

expenditures  (MPAL  share $9  million)  increased  the amount of  depletion  by
approximately  $662,000 in 2000.  In  addition,  there was a 4% net  decrease in
reserves used to calculate  the depletion  rate during 2000 and a 4% increase in
the Australian exchange rate discussed below.

          Auditing,  accounting  and  legal  expenses  decreased  38% in 2000 to
$278,000 from $448,000 in 1999.  The expense in the 1999 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.  Also,  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.

         Shareholder communications increased 2% in 2000 to $168,000 compared to
$165,000 in 1999.

          Other  administrative  expenses  increased 8% from $580,000 in 1999 to
$628,000  in 2000.  There was a 4%  increase  in the  Australian  exchange  rate
discussed  below and  during  the 1999  period,  MPAL had been able to recover a
greater portion of its overhead as operator of the Palm Valley field.

                                  Income Taxes

          Income tax  expense  decreased  from  $418,000  in 1999 to $188,000 in
2000.  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%). During the quarter ended December 31, 1999, the Company recorded a
$721,000  benefit in the amount of  deferred  income tax  payable to reflect the
change  in  rates.  MPAL's  effective  tax  rate  was  25% in  2000  before  the
recognition of the benefit from the rate change compared to an effective rate of
27% in 1999. MPAL is not taxed on certain payments that it receives. In the 1999
period,  there was no tax benefit  recognized  for the $421,000 write off of the
Belize  project.  The components of income tax expense between MPC and MPAL were
as follows:

<TABLE>
<CAPTION>

                                                                            2000                        1999
<S>                                                                        <C>                         <C>
MPC (Australian withholding tax)                                           $114,000                    $106,000
MPAL                                                                         74,000                     312,000
                                                                          ---------                   ---------
Consolidated tax provision (benefit)                                       $188,000                    $418,000
                                                                           ========                    ========
</TABLE>

                                 Exchange Effect

         The value of the Australian dollar relative to the U.S. dollar
decreased to $.607 at March 31, 2000 compared to a value of $.6675 at June 30,
1999.  This resulted in a


<PAGE>


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

$1,811,000 charge to the foreign currency  translation  adjustments  account for
the nine month period ended March 31, 2000.  The 9% decrease in the value of the
Australian  dollar  decreased the reported  asset and  liability  amounts in the
balance at March 31, 2000 from the June 30, 1999 amounts.  The average  exchange
rate used to translate  MPAL's  operations  in Australia was $.6418 for the nine
month period ended March 31, 2000, which is a 4% increase compared to the $.6196
rate for the period ended March 31, 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
risk sensitive  instruments  are its  investments in marketable  securities.  At
March  31,  2000,  the  carrying  value  of such  investments  (including  those
classified as cash and cash equivalents) was approximately $15.3 million,  which
approximates the fair value of the securities. Since the Company expects to hold
the investments to maturity, the maturity value should be realized.
<PAGE>


                         MAGELLAN PETROLEUM CORPORATION

                                    FORM 10-Q

                           PART II - OTHER INFORMATION

Item 5.           Other Information.

          The West  Mereenie -16 well was drilled and  completed as a future gas
well during the quarter  ended March 31,  2000.  A total of seven open hole flow
tests were conducted in the well with a maximum flow rate of 26 mmcf/d achieved.
The well is located in the Amadeus Basin of the Northern Territory of Australia

          The West  Mereenie -17 well was spudded  during the end of March 2000.
The drilling of the well has been  suspended  until the area dries out after the
heavy rains in the Amadeus Basin.

          Discussions  are  continuing  with existing  customers for the sale of
additional gas for delivery from the Mereenie field during the period 2000-2005.

          It has been  decided to obtain  additional  seismic data in permit ATP
613P in the Maryborough Basin, Queensland,  Australia before there is a decision
to drill a well. The seismic survey is scheduled to begin by mid-year.

Item 6.           Exhibits and Reports on Form 8-K

          (a)     Exhibits

                  None.

          (b)     Reports on Form 8-K

                  None.


<PAGE>





                         MAGELLAN PETROLEUM CORPORATION

                                    FORM 10-Q

                                 MARCH 31, 2000





                                   SIGNATURES


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






                         MAGELLAN PETROLEUM CORPORATION
                                   Registrant





Date:  May 10, 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>                                  9-MOS
<FISCAL-YEAR-END>                              JUN-30-2000
<PERIOD-START>                                 JUL-01-1999
<PERIOD-END>                                   MAR-31-2000
<EXCHANGE-RATE>                                1
<CASH>                                         12,499,814
<SECURITIES>                                   749,081
<RECEIVABLES>                                  3,389,226
<ALLOWANCES>                                   0
<INVENTORY>                                    300,263
<CURRENT-ASSETS>                               17,222,646
<PP&E>                                         45,721,395
<DEPRECIATION>                                 23,464,974
<TOTAL-ASSETS>                                 42,379,798
<CURRENT-LIABILITIES>                          3,079,170
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       251,082
<OTHER-SE>                                     18,641,426
<TOTAL-LIABILITY-AND-EQUITY>                   42,379,798
<SALES>                                        11,219,456
<TOTAL-REVENUES>                               12,533,323
<CGS>                                          0
<TOTAL-COSTS>                                  9,839,317
<OTHER-EXPENSES>                               1,536,525
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                1,157,181
<INCOME-TAX>                                   187,553
<INCOME-CONTINUING>                            969,628
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   969,628
<EPS-BASIC>                                    0.04
<EPS-DILUTED>                                  0.04



</TABLE>


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