FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark one)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 1995
---------------------------------------
[ ] 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)
203-245-8380
...............................................................................
(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 (l) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
l934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
|X| Yes |_| No
The number of shares outstanding of the issuer's single class of common
stock as of February 6, 1996 was 24,568,745.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MAGELLAN PETROLEUM CORPORATION
CONSOLIDATED BALANCE SHEET
(unaudited)
December 31, June 30,
1995 1995
ASSETS
Current assets:
Cash and cash equivalents $8,984,859 $ 8,982,582
Accounts receivable 1,925,754 1,772,342
Reimbursable development costs 157,533 141,015
Inventories 263,303 208,334
------------ ------------
Total current assets 11,331,449 11,104,273
---------- ----------
Property and equipment:
Oil and gas properties (full cost method) 60,065,932 54,334,921
Land, buildings and equipment 2,235,089 2,084,616
Field equipment 1,554,948 1,457,894
----------- -----------
63,855,969 57,877,431
Less accumulated depletion, depreciation
and amortization (22,968,188) (20,516,580)
------------- ------------
Net property and equipment 40,887,781 37,360,851
----------- ----------
Other assets:
Other assets 380,376 363,084
------------- ------------
$52,599,606 $48,828,208
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,707,994 $ 1,416,315
Accrued liabilities 949,538 881,734
--------------- ------------
Total current liabilities 2,657,532 2,298,049
------------ -----------
Long term liabilities and minority interests:
Deferred income taxes 10,499,337 8,877,253
Reserve for future restoration costs 2,229,143 2,127,805
Minority interests 16,959,968 16,616,405
----------- -----------
29,688,448 27,621,463
------------ -----------
Stockholders' equity:
Common stock, par value $.01 per share:
Authorized 50,000,000 shares
Outstanding 24,568,745 and 24,543,745 shares, respectively 245,687 245,437
Capital in excess of par value 43,130,876 43,112,376
----------- -----------
43,376,563 43,357,813
Deficit (19,218,081) (19,615,984)
Foreign currency translation adjustments (3,904,856) (4,833,133)
------------- ------------
Total stockholders' equity 20,253,626 18,908,696
------------ -----------
$52,599,606 $48,828,208
=========== ===========
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MAGELLAN PETROLEUM CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited)
Three months ended Six months ended
December 31, December 31,
------------------------ ------------------
1995 1994 1995 1994
---- ---- ---- ----
Revenues:
Oil sales $1,538,373 $ 1,367,077 $2,848,610 $ 2,854,504
Gas sales 2,528,475 2,048,183 4,673,363 3,793,333
Interest and other income 582,289 246,131 1,061,940 463,190
------------ ----------- --------- -----------
4,649,137 3,661,391 8,583,913 7,111,027
----------- --------- --------- ----------
Costs and expenses:
Production costs 1,003,683 849,219 2,062,460 1,766,274
Salaries and employee benefits 464,750 368,460 917,532 685,855
Depletion, depreciation and
amortization 799,056 901,489 1,495,895 1,772,503
Auditing, accounting and
legal services 224,888 200,644 437,975 423,228
Shareholder communications 101,862 97,418 129,712 114,890
Other 325,201 180,018 618,488 457,918
Interest 9,524 7,690 15,298 15,150
-------------- ------------- ----------- -------------
2,928,964 2,604,938 5,677,360 5,235,818
----------- ---------- --------- -----------
Income before minority interests
and income taxes 1,720,173 1,056,453 2,906,553 1,875,209
Minority interests 963,266 666,314 1,650,070 1,198,281
----------- ----------- --------- -----------
Income before income taxes 756,907 390,139 1,256,483 676,928
Income tax provision 631,513 512,798 858,580 711,506
----------- ----------- ---------- -----------
Net income (loss) $ 125,394 $ (122,659) $ 397,903 $ (34,578)
========== ============= ========== =============
Average number of shares
outstanding 24,563,745 24,397,057 24,556,602 24,393,544
=========== ========== ========== ==========
Net income (loss) per share $.01 $(.01) $.02 $( -)
==== ====== ==== =====
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(unaudited)
Capital in Accumulated
Number Common excess of translation
of shares stock par value Deficit adjustments Total
June 30, 1995 24,543,745 $245,437 $43,112,376 $(19,615,984) $(4,833,133) $18,908,696
Net income - - - 397,903 - 397,903
Currency
translation - - - - 928,277 928,277
adjustments
Exercise of stock options 25,000 250 18,500 18,750
---------- ------------ ------------ ----------- ----------- -----------
- -
December 31, 1995 24,568,745 $245,687 $43,130,876 $(19,218,081) $(3,904,856) $20,253,626
========== ======== =========== ============ =========== ===========
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MAGELLAN PETROLEUM CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
Six months ended
December 31,
1995 1994
Operating Activities:
Net income (loss) $ 397,903 $ (34,578)
Adjustments to reconcile net income
to net cash provided by operating activities:
Depletion, depreciation and amortization 1,495,895 1,772,503
Deferred income taxes 1,028,818 930,382
Minority interests 1,650,070 1,198,281
Increase (decrease) in operating assets and liabilities:
Accounts receivable (122,798) 515,703
Reimbursable development costs (13,816) (483,549)
Other assets (10,564) (46,116)
Inventories (50,701) (54,888)
Accounts payable and accrued
liabilities 402,772 1,568,110
----------- ----------
Net cash provided by operating activities 4,777,579 5,365,848
----------- ----------
Investing Activities:
Net additions to property and equipment (3,283,148) (2,734,703)
------------ -----------
Net cash used in investing activities (3,283,148) (2,734,703)
------------ -----------
Financing Activities:
Dividends to MPAL minority shareholders
Exercise of MPC stock options and stock issued (1,619,104) (1,673,345)
Net cash provided in financing activities 18,750 13,123
------------ ------------
(1,600,354) (1,660,222)
----------- -----------
Effect of exchange rate changes on cash
and cash equivalents 108,200 359,882
----------- ------------
Net increase in cash and cash equivalents 2,277 1,330,805
Cash and cash equivalents at
beginning of year 8,982,582 8,350,577
---------- ----------
Cash and cash equivalents at
end of period $8,984,859 $9,681,382
========== ==========
PART I - FINANCIAL INFORMATION
MAGELLAN PETROLEUM CORPORATION
December 31, 1995
Item 1. Financial Statements - Notes
The information for the three and six month periods ended December 31,
1995 and 1994, is unaudited but includes all adjustments which the Company
considers necessary for a fair presentation of the results of operations for
those periods. All adjustments are of a normal recurring nature. The
consolidated financial statements include the Company's 50.7% owned subsidiary,
Magellan Petroleum Australia Limited ("MPAL").
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Liquidity and Capital Resources
Consolidated
At December 31, 1995, the Company on a consolidated basis had
approximately $8,985,000 of cash and cash equivalents. A summary of the major
changes in cash items during the period is as follows:
Cash and cash equivalents at beginning of year $8,983,000
Cash provided by operations 4,778,000
Net additions to property and equipment (3,283,000)
Cash dividends paid to MPAL minority shareholders (1,619,000)
Other 126,000
------------
Cash and cash equivalents at end of period $ 8,985,000
===========
As to the Company (unconsolidated)
At December 31, 1995, Magellan Petroleum Corporation ("MPC"), on an
unconsolidated basis, had cash and cash equivalents of approximately $2,384,000.
MPC's normal annual operating budget is approximately $750,000 and its current
cash position and its future dividends from MPAL should be adequate to meet its
current cash requirements. During fiscal 1996, MPC has budgeted approximately
$200,000 for oil and gas exploration. MPC also has available a $1.5 million bank
line of credit. MPC has in the past invested and may in the future invest
substantial portions of its available funds to maintain its majority interest in
MPAL.
During December 1995, MPC received a dividend of $1,662,000 less $249,000
of Australian withholding taxes. The net proceeds of $1,413,000 were added to
MPC's working capital.
PART I - FINANCIAL INFORMATION
MAGELLAN PETROLEUM CORPORATION
December 31, 1995
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont'd)
As to MPAL
At December 31, 1995, MPAL had cash and cash equivalents of approximately
$6,601,000. MPAL has budgeted approximately $5.5 million for exploration in
fiscal 1996 in comparison to the $2.8 million of exploration expenses incurred
during fiscal 1995. MPAL expects to fund its exploration and development costs
through its cash flow from Australian operations, and, if necessary, any
additional requirements from its A.$10 million bank line of credit.
Results of Operations
Three month period ended December 31, 1995 vs. December 31, 1994.
The Company had consolidated net income of $125,394 for the three month
period ended December 31, 1995 compared to a net loss of $122,659 for the
comparable 1994 period. The components of consolidated net income for the
comparable periods were as follows:
Three month period ended
December 31,
1995 1994
MPC unconsolidated pretax loss $(231,956) $(293,950)
MPC income tax expense (249,486) (257,698)
Share of MPAL pretax income 988,966 684,089
Share of MPAL income tax provision (382,130) (255,100)
--------- -------
Consolidated net (loss) income $ 125,394 $ (122,659)
========= ===========
Net income (loss) per share $.01 $ (.01)
==== =======
PART I FINANCIAL INFORMATION
MAGELLAN PETROLEUM CORPORATION
December 31, 1995
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont'd)
Oil and Gas Sales
Oil and gas sales (in thousands) by geographic location for the
comparable periods were as follows:
Three month period ended December 31,
1995 1994
Sales % Sales %
Australia $4,069 100 $3,241 95
United States - - 174 5
--------- ----- ------- -----
$4,069 100 $3,415 100
====== ==== ====== ===
Oil Sales
Oil sales increased by 13% in the current quarter. Oil sales in
Australia increased 25% because of a 7% increase in oil prices and a 30%
increase in the number of units sold. There were no oil sales in the United
States during the current period ($140,000 in the prior period) because the
producing properties were sold on March 31, 1995. Oil unit sales in barrels
("bbls") and the average price per barrel sold during the periods indicated were
as follows:
Three month period ended December 31,
-------------------------------------
1995 Sales 1994 Sales
Average Average
price price
bbls per bbl bbls per bbl
Australia-Mereenie 98,182 A.$23.42 75,699 A.$21.99
PART I - FINANCIAL INFORMATION
MAGELLAN PETROLEUM CORPORATION
December 31, 1995
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont'd)
Gas Sales
Gas sales increased 23%. Gas sales in Australia increased with a 8%
increase in the volumes of gas sold and very good price increases as shown
below. 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:
Three month period ended December 31,
-------------------------------------
1995 Sales 1994 Sales
Average Average
price price
bcf per mcf bcf per mcf
Australia:
Palm Valley
Alice Springs .288 A.$2.89 .266 A.$2.75
contract
Darwin contract .616 A.$2.01 .769 A.$1.97
Mereenie:
Darwin contact .499 A.$1.94 .424 A.$1.58
Other .240 A.$2.65 .057 A.$2.68
---- ----
Total 1.643 1.516
===== =====
Interest and other income
Interest and other income increased 137%. Interest and other income
includes $303,000, MPAL's share of gas pipeline tariffs which commenced in May
1995. This category of income also includes a gain of $68,000 on the sale of
investments.
PART I - FINANCIAL INFORMATION
MAGELLAN PETROLEUM CORPORATION
December 31, 1995
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont'd)
Costs and Expenses
Production costs increased 18%. The increase in Australia relates to an
increase in costs at Mereenie because of the present work to increase
production. The U.S. amount has decreased because the U.S. producing properties
were sold on March 31, 1995. Production costs by geographic area (in thousands)
are as follows:
Three months ended December 31,
1995 1994
Australia $1,004 $749
United States - 100
-------- ---
$1,004 $849
====== ====
Salaries and employee benefits increased 26% primarily because of
increased staff and compensation costs in Australia.
Depreciation, depletion and amortization decreased 11%. The costs in
Australia increased 6% because of the increase in the number of units sold. The
U.S. amounts have decreased because the producing properties were sold on March
31, 1995. The following table is a summary of the depreciation, depletion and
amortization expense (in thousands) by geographic area:
Three month period ended December 31,
1995 1994 % Change
Australia $799 $753 6%
United States - 148
------ ----
$799 $901
==== ====
Auditing, accounting and legal services increased 12% because of the costs
incurred in investigating the Belize project (see Item 5).
Shareholder communications increased 5% because of general price
increases in mailing and printing costs.
Other expenses increased 81% primarily because of increased costs of
the consultants preparing the Palm Valley reserve study and travel expenses for
the Belize project (see Item 5).
PART I - FINANCIAL INFORMATION
MAGELLAN PETROLEUM CORPORATION
December 31, 1995
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont'd)
Income Taxes
Effective July 1, 1995, the Australian income tax rate increased from
33% to 36%. The effect of the change was to increase the consolidated income tax
provision for the 1995 quarter by $32,000.
A reconciliation of the income tax provisions (in thousands) for the
periods is as follows:
Three month period
ended December 31,
1995 1994
Pretax consolidated income $ 757 $390
Losses not recognized:
MPC's U.S. operations 232 294
MPAL's U.S. operations 138 61
Permanent differences (63) 28
-------- -----
Book taxable income $1,064 $773
====== ====
Australian tax rate 36% 33%
===== ===
MPC income tax provision $249 $258
MPAL deferred income tax provision 383 255
----- ----
Consolidated $ 632 $513
===== ====
Exchange Effect
The value of the Australian dollar relative to the U.S. dollar
decreased to $.7435 at December 31, 1995 compared to a value of $.7556 at
September 30, 1995. This resulted in a $337,000 charge to the foreign currency
translation adjustments account for the three month period ended December 31,
1995. The average exchange rate used to translate MPAL's operations in Australia
was $.7480 for the quarter ended December 31, 1995, which is a 1% decrease
compared to the $.7557 rate for the quarter ended December 31, 1994.
PART I - FINANCIAL INFORMATION
MAGELLAN PETROLEUM CORPORATION
December 31, 1995
Six month period ended December 31, 1995 vs. December 31, 1994.
The Company had consolidated net income of $397,902 for the six month
period ended December 31, 1995 compared to a net loss of $34,528 for the
comparable 1994 period. The components of consolidated net income for the
comparable periods were as follows:
Six month period ended
December 31,
1995 1994
MPC unconsolidated pretax loss $(437,610) $(553,321)
MPC income tax expense (249,486) (260,098)
Share of MPAL pretax income 1,694,092 1,230,249
Share of MPAL income tax provision (609,094) 451,408
--------- ---------
Consolidated net (loss) income $ 397,902 $ (34,528)
========= ==========
Net income (loss) per share $.02 $ -
==== ====
Oil and Gas Sales
Oil and gas sales (in thousands) by geographic location for the
comparable periods were as follows:
Six month period ended December 31,
1995 1994
Sales % Sales %
Australia $7,522 100 $6,326 95
United States - - 322 5
------ ---- ------ ----
$7,522 100 $6,648 100
====== ==== ====== ===
Oil Sales
Oil sales decreased by .2%. Oil sales in Australia increased 9%
because of a 18% increase in the number of units sold which was offset by a 1%
decrease in oil prices. There were no oil sales in the United States during the
current period ($244,000 in the prior period) because the producing properties
were sold on March 31, 1995. Oil unit sales in barrels ("bbls") and the average
price per barrel sold during the periods indicated were as follows:
Six month period ended December 31,
-----------------------------------
1995 Sales 1994 Sales
Average Average
price price
bbls per bbl bbls per bbl
Australia-Mereenie 185,932 A.$22.76 157,243 A.$23.07
PART I - FINANCIAL INFORMATION
MAGELLAN PETROLEUM CORPORATION
December 31, 1995
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont'd)
Gas Sales
Gas sales increased 23%. Gas sales in Australia increased with a 9%
increase in the volumes of gas sold and very good price increases as shown
below. Total gas volumes are expected to continue at least at current levels in
the short term. The volumes in billion cubic feet ("bcf"), (before deducting
royalties) and the average price of gas per thousand cubic feet ("mcf") sold
during the periods indicated were as follows:
Six month period ended December 31,
-----------------------------------
1995 Sales 1994 Sales
Average Average
price price
bcf per mcf bcf per mcf
Australia:
Palm Valley
Alice Springs .535 A.$2.87 .498 A.$2.74
contract
Darwin contract 1.268 A.$2.01 1.590 A.$1.97
Mereenie:
Darwin contact .899 A.$1.90 .640 A.$1.46
Other .409 A.$2.64 .116 A.$2.64
---- ----
Total 3.111 2.844
===== =====
Interest and other income
Interest and other income increased 129% in 1995. Interest and other
income includes $506,000, MPAL's share of gas pipeline tariffs which commenced
in May 1995. This category of income also includes a $90,000 gain on the sale of
investments.
PART I - FINANCIAL INFORMATION
MAGELLAN PETROLEUM CORPORATION
December 31, 1995
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont'd)
Costs and Expenses
Production costs increased 17%. The 22% increase in Australia relates
to an increase in costs at Mereenie because of the present work to increase
production. Production costs by geographic area (in thousands) are as follows:
Six months ended December 31,
1995 1994
Australia $2,062 $1,687
United States - 79
------- -------
$2,062 $1,766
====== ======
Salaries and employee benefits increased 34% primarily because of
increased compensation costs in Australia.
Depreciation, depletion and amortization decreased 16% in 1995. The
costs in Australia increased 8% because of the increase in the number of units
sold. The U.S. amounts have decreased because the producing properties were sold
on March 31, 1995. The following table is a summary of the depreciation,
depletion and amortization expense (in thousands) by geographic area:
Six month period ended December 31,
1995 1994 % Change
Australia $1,496 $1,387 8%
United States - 385
------ -----
$1,496 $1,772
====== ======
Shareholder communications increased 13% because of increased mailing
and printing costs.
Other expenses increased 35%, primarily because of increased costs of
the consultants preparing the Palm Valley reserve study and travel expenses for
the Belize project (see Item 5).
PART I - FINANCIAL INFORMATION
MAGELLAN PETROLEUM CORPORATION
December 31, 1995
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont'd)
Income Taxes
Effective July 1, 1995, the Australian income tax rate increased from
33% to 36%. The effect of the change was to increase the consolidated income tax
provision for the 1995 period by $51,000.
A reconciliation of the income tax provisions (in thousands) for the
periods is as follows:
Six month period
ended December 31,
1995 1994
Pretax consolidated income $1,256 $677
Losses not recognized:
MPC's U.S. operations 438 553
MPAL's U.S. operations 252 102
Permanent differences (251) 38
------- -----
Book taxable income $1,695 $1,370
====== ======
Australian tax rate 36% 33%
===== ===
MPC income tax provision $ 249 $260
MPAL deferred income tax provision 610 452
----- ----
Consolidated $ 859 $712
===== ====
Exchange Effect
The value of the Australian dollar relative to the U.S. dollar
increased to $.7435 at December 31, 1995 compared to a value of $.7097 at June
30, 1995. This resulted in a $929,000 credit to the foreign currency translation
adjustments account for the six month period ended December 31, 1995. The 5%
increase in the value of the Australian dollar increased the reported asset and
liability amounts in the balance at December 31, 1995 from the June 30, 1995
amounts. The average exchange rate used to translate MPAL's operations in
Australia was $.7445 for the six month period ended December 31, 1995, which is
a .4% decrease compared to the $.7474 rate for the December 31, 1994 period.
PART II - OTHER INFORMATION
MAGELLAN PETROLEUM CORPORATION
December 31, 1995
Item 4. Submission of Matters to a Vote of Security Holders.
(a) On December 12, 1995, the Company held its Annual Meeting of
Stockholders.
(b) Directors Dennis D. Benbow and Benjamin W. Heath were reelected for
additional three year terms. Directors Walter McCann, C. Dean Reasoner, G.
Gordon Gibson and James R. Joyce continued in office.
Item 5. Other Information.
1. During January 1996, MPAL acquired a 20% working interest in a
Production Sharing Agreement which covers a 548 square mile area in offshore
Belize, Central America. The other working interest partners include a
subsidiary of Petrofina, a subsidiary of Deminex and Dover Technology, Inc., the
operator for the group.
2. On December 29, 1995, G. Gordon Gibson, a director of the Company
since 1982, died. Effective February 1, 1996, Timothy L. Largay, a partner in
the Connecticut law firm of Murtha Cullina Richter and Pinney ("Murtha
Cullina"), was elected a director. Mr. Largay, 52, has been a partner of Murtha
Cullina since 1974. From 1984 to 1986, he was Chairman of the Board of Raymond
Engineering Inc., a Connecticut based defense contractor.
Item 6. Exhibits and Reports on Form 8-K
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized:
MAGELLAN PETROLEUM CORPORATION
Registrant
Date: February 09, 1996 By /s/ James R. Joyce
------------------------------------------
James R. Joyce, President and
Chief Financial and Accounting Officer