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, 1996
---------------------------------------
[ ] 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 (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 1, 1997 was 24,851,245.
11
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MAGELLAN PETROLEUM CORPORATION
CONSOLIDATED BALANCE SHEET
(unaudited)
December 31, June 30,
1996 1996
ASSETS
Current assets:
Cash and cash equivalents $ 10,810,324 $ 11,278,957
U. S. Government securities 946,946 -
Accounts receivable 3,406,474 2,496,085
Reimbursable development costs 270,379 237,112
Inventories 385,314 371,925
------------- ------------
Total current assets 15,819,437 14,384,079
----------- ----------
Property and equipment:
Oil and gas properties (full cost method) 68,566,080 65,621,151
Land, buildings and equipment 1,979,644 2,328,174
Field equipment 1,501,029 1,621,561
------------- -----------
72,046,753 69,570,886
Less accumulated depletion, depreciation and amortization (27,701,207) (26,053,222)
------------ ------------
Net property and equipment 44,345,546 43,517,664
---------- ----------
Other assets 524,512 519,759
-------------- ------------
$ 60,689,495 $58,421,502
============== ===========
LIABILITIES, MINORITY INTERESTS AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,382,052 $ 1,504,167
Accrued liabilities 966,658 1,041,372
Income tax payable - 1,980,817
-------------------- -----------
Total current liabilities 3,348,710 4,526,356
------------- -----------
Long term liabilities:
Deferred income taxes 10,858,704 9,054,117
Reserve for future restoration costs 3,938,593 3,902,909
------------- ---------
14,797,297 12,957,026
------------ ----------
Minority interests: 19,127,548 18,966,281
------------ ----------
Stockholders' equity:
Common stock, par value $.01 per share:
Authorized 50,000,000 shares
Outstanding 24,851,245 and 24,691,245 shares 248,512 246,912
Capital in excess of par value 43,410,176 43,244,901
---------- -----------
43,658,688 43,491,813
Deficit (17,752,736) (18,735,378)
Foreign currency translation adjustments (2,490,012) (2,784,596)
------------ ------------
Total stockholders' equity 23,415,940 21,971,839
----------- -----------
$60,689,495 $58,421,502
=========== ===========
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,
1996 1995 1996 1995
---- ---- ---- ----
Revenues:
Oil sales $1,878,147 $1,538,373 $ 3,636,475 $ 2,848,610
Gas sales 2,940,415 2,528,475 5,711,358 4,673,363
Other production related revenues 412,836 429,334 769,555 740,088
Interest income 226,643 152,955 450,579 321,852
------- ------------ ----------- ----------
5,458,041 4,649,137 10,567,967 8,583,913
--------- ----------- ---------- ---------
Costs and expenses:
Production costs 1,110,618 1,003,683 2,395,436 2,062,460
Salaries and employee benefits 505,041 464,750 938,417 917,532
Depletion, depreciation and
amortization 948,214 799,056 1,814,099 1,495,895
Auditing, accounting and
legal services 57,374 224,888 251,423 437,975
Shareholder communications 115,149 101,862 134,185 129,712
Other 155,751 325,201 369,667 618,488
Interest 22,953 9,524 30,835 15,298
----------- ------------ ----------- -----------
2,915,100 2,928,964 5,934,062 5,677,360
--------- --------- --------- ---------
Income before income taxes and minority interests 2,542,941 1,720,173 4,633,905 2,906,553
Income tax provision 1,226,503 1,003,712 1,994,962 1,451,845
--------- --------- --------- ---------
Income before minority interests 1,316,438 716,461 2,638,943 1,454,708
Minority interests 894,134 591,067 1,656,301 1,056,805
--------- ----------- --------- ---------
Net income $ 422,304 $ 125,394 $ 982,642 $ 397,903
========== ============ =========== ==========
Average number of shares outstanding 24,747,370 24,563,745 24,723,316 24,556,602
========== ========== ========== ==========
Net income per share $.02 $.01 $.04 $.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, 1996 24,691,245 $246,912 $43,244,901 $(18,735,378) $(2,784,596) $21,971,839
Net income - - - 982,642 - 982,642
Currency translation adjustments - - - - 294,584 294,584
Exercise of stock options 160,000 1,600 165,275 - - 166,875
------------- ------------ ------------- -------------- ------------- ------------
December 31, 1996 24,851,245 $248,512 $43,410,176 $(17,752,736) $(2,490,012) $23,415,940
========== ======== =========== ============= ============ ===========
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MAGELLAN PETROLEUM CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
Six months ended
December 31,
1996 1995
Operating Activities:
Net income $ 982,642 $ 397,903
Adjustments to reconcile net income
to net cash provided by operating activities:
Depletion, depreciation and amortization 1,814,099 1,495,895
Deferred income taxes 1,804,587 1,028,818
Minority interests 1,656,301 1,650,070
Increase (decrease) in operating assets and liabilities:
Accounts receivable (872,979) (122,798)
Reimbursable development costs (29,789) (13,816)
Other assets 2,404 (10,564)
Inventories (8,199) (50,701)
Income tax payable 1,998,927 -
Accounts payable and accrued liabilities 842,555 402,772
------------ ------------
Net cash provided by operating activities 4,192,694 4,777,579
----------- -----------
Investing Activities:
Purchase of U.S. Government securities (946,946) -
Net additions to property and equipment (2,246,740) (3,283,148)
------------ ------------
Net cash used in investing activities (3,193,686) (3,283,148)
------------ ------------
Financing Activities:
Dividends to MPAL minority shareholders (1,778,622) (1,619,104)
------------
Exercise of MPC stock options (166,875) 18,750
---------- -------------
Net cash used in financing activities (1,611,747) (1,600,354)
------------ -----------
Effect of exchange rate changes on cash
and cash equivalents 144,106 108,200
------------ ------------
Net increase in cash and cash equivalents (468,633) 2,277
Cash and cash equivalents at
beginning of year 11,278,957 8,982,582
------------ ------------
Cash and cash equivalents at
end of period $10,810,324 $ 8,984,859
=========== ===========
PART I - FINANCIAL INFORMATION
MAGELLAN PETROLEUM CORPORATION
December 31, 1996
Item 1. Financial Statements - Notes
The information for the three and six month periods ended December 31,
1996 and 1995, 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, 1996, the Company on a consolidated basis had
approximately $10,810,000 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 period $11,279,000
Cash provided by operations 4,193,000
Net additions to property and equipment (2,247,000)
Purchase of U.S. Government securities (947,000)
Dividends paid to MPAL minority shareholders (1,779,000)
Other 311,000
-------------
Cash and cash equivalents at end of period $10,810,000
===========
As to the Company (unconsolidated)
At December 31, 1996, Magellan Petroleum Corporation ("MPC"), on an
unconsolidated basis, had working capital of approximately $3,271,000. MPC's
normal annual operating budget is approximately $700,000 and its current cash
position and its future dividends from MPAL should be adequate to meet its
current cash requirements. During fiscal 1997, MPC has budgeted approximately
$350,000 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 November 1996 , MPC received a dividend of $1,826,000 less
$274,000 of Australian withholding taxes. The net proceeds of $1,552,000 were
added to MPC's working capital.
PART I - FINANCIAL INFORMATION
MAGELLAN PETROLEUM CORPORATION
September 30, 1996
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont'd)
As to MPAL
At December 31, 1996, MPAL had working capital of approximately
$9,200,000. MPAL has budgeted approximately $5.6 million for exploration in
fiscal 1997 in comparison to the $2.9 million incurred during fiscal 1996. 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, 1996 vs. December 31, 1995.
The Company had consolidated net income of $422,304 for the three month
period ended December 31, 1996 compared to net income of $125,394 for the
comparable 1995 period. The components of consolidated net income for the
comparable periods were as follows:
Three month period ended
December 31,
1996 1995
--------- ---------
MPC unconsolidated pretax loss $(221,774) $(231,956)
MPC income tax (273,911) (249,486)
Share of MPAL pretax income 1,400,555 988,966
Share of MPAL income tax provision (482,566) (382,130)
---------- ----------
Consolidated net income $ 422,304 $ 125,394
========== =========
Net income per share $.02 $.01
==== ====
PART I FINANCIAL INFORMATION
MAGELLAN PETROLEUM CORPORATION
December 31, 1996
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont'd)
Revenues
Oil sales increased by 22% in the current quarter because of a 28%
increase in oil prices, notwithstanding an 8% decrease in the number of units
sold. The average value of the Australian dollar also increased 7% during the
1996 period. 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,
-------------------------------------
1996 Sales 1995 Sales
Average price Average price
bbls per bbl bbls per bbl
Australia-Mereenie 90,799 A.$29.86 98,182 A.$23.42
Gas sales increased 16% with a 6% increase in the volumes of gas sold
and price increases as shown below. The average value of the Australian dollar
also increased 7% during the 1996 period. 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,
1996 Sales 1995 Sales
Average price Average price
bcf per mcf bcf per mcf
Australia:
Palm Valley
Alice Springs contract .284 A.$2.95 .288 A.$2.89
Darwin contract .635 A.$2.02 .616 A.$2.01
Mereenie:
Darwin contact .523 A.$1.99 .499 A.$1.94
Other .300 A.$2.72 .240 A.$2.65
---- ----
Total 1.742 1.643
===== =====
PART I - FINANCIAL INFORMATION
MAGELLAN PETROLEUM CORPORATION
December 31, 1996
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
(Cont'd)
Interest income increased 48% in 1996. The increase from $153,000 in
1995 to $227,000 in 1996 results from the additional funds available for
investment.
Costs and Expenses
Production costs increased 11% from $1,004,000 in 1995 to $1,111,000 in
1996. The increase relates to an increase in costs at Mereenie because of the
current work program to increase production and the 7% increase in the value of
the Australian dollar.
Salaries and employee benefits increased 9% from $465,000 in 1995 to
$505,000 in 1996. The increase is primarily the effect of the 7% increase in the
Australian exchange rate used to translate the results for the periods.
Depreciation, depletion and amortization increased 19% in 1996 to
$948,000 compared to $799,000 in 1995. The increase reflects an increase in
capitalized exploration costs and the 7% increase in the value of the Australian
dollar.
Auditing, accounting and legal services decreased 74% from $225,000 in
1995 to $57,000 in 1996. The 1996 period includes a credit of $67,000 for
certain legal costs recovered by MPAL in settlement of a 1994 Sagasco tender
offer dispute. In addition, the 1995 period included various non-recurring legal
disputes and activities which have now been favorably settled.
Shareholder communications increased 13% from $102,000 in 1995 to
$115,000 in 1996 because of increased printing and mailing costs.
Other costs decreased 52% from $325,000 in 1995 to $156,000 in 1996.
The primary reason for the decrease is a reduction in the 1996 amounts paid to
consultants, and a decrease in 1996 travel costs.
PART I - FINANCIAL INFORMATION
MAGELLAN PETROLEUM CORPORATION
December 31, 1996
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (Cont'd)
Income Taxes
A reconciliation of the income tax provisions (in thousands) for the
periods is as follows:
Three month period
ended December 31,
1996 1995
---- ----
Pretax consolidated income $2,543 $1,721
Losses not recognized:
MPC's U.S. operations 222 232
MPAL's non Australian operations 442 274
Permanent differences (560) (129)
--------- --------
Book taxable income $2,647 $2,098
====== ======
Australian tax rate 36% 36%
=== ===
Australian tax provision 953 755
U.S. tax provision 274 249
------- --------
Consolidated income tax provision $1,227 $1,004
====== ======
Exchange Effect
The value of the Australian dollar relative to the U.S. dollar
increased to $.7947 at December 31, 1996 compared to a value of $.7914 at
September 30, 1996. This resulted in a $154,000 credit to the foreign currency
translation adjustments account for the three month period ended December 31,
1996. The average exchange rate used to translate MPAL's operations in Australia
was $.7971 for the quarter ended December 31, 1996, which is a 7% increase
compared to the $.7480 rate for the quarter ended December 31, 1995.
PART I - FINANCIAL INFORMATION
MAGELLAN PETROLEUM CORPORATION
December 31, 1996
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (Cont'd)
Six month period ended December 31, 1996 vs. December 31, 1995.
The Company had consolidated net income of $982,642 for the six month
period ended December 31, 1996 compared to net income of $397,902 for the
comparable 1995 period. The components of consolidated net income for the
comparable periods were as follows:
Six month period ended
December 31,
1996 1995
MPC unconsolidated pretax loss $(441,731) $(437,610)
MPC income tax (276,117) (249,486)
Share of MPAL pretax income 2,571,226 1,694,092
Share of MPAL income tax provision (870,736) (609,094)
--------- ----------
Consolidated net income $982,642 $ 397,902
======== =========
Net income per share $.04 $.02
==== ====
Revenues
Oil sales increased by 28% in the current quarter increased because of
a 22% increase in oil prices and a 2% increase in the number of units sold. The
average value of the Australian dollar also increased 6% during the 1996 period.
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,
-----------------------------------
1996 Sales 1995 Sales
Average price Average price
bbls per bbl bbls per bbl
Australia-Mereenie 189,726 A.$27.72 185,932 A.$22.76
PART I FINANCIAL INFORMATION
MAGELLAN PETROLEUM CORPORATION
December 31, 1996
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont'd)
Gas sales increased 29% with a 7% increase in the volumes of gas sold
and price increases as shown below. The average value of the Australian dollar
also increased 6% during the 1996 period. 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,
1996 Sales 1995 Sales
Average price Average price
bcf per mcf bcf per mcf
Australia:
Palm Valley
Alice Springs contract .515 A.$2.95 .535 A.$2.87
Darwin contract 1.012 A.$2.02 1.268 A.$2.01
Mereenie:
Darwin contact 1.150 A.$2.09 .899 A.$1.90
Other .638 A.$2.71 .409 A.$2.64
---- ----
Total 3.315 3.111
===== =====
Interest income increased 40% in 1996. The increase from $322,000
in 1995 to $451,000 in 1996 results from the combination of additional funds
available for investment and higher interest rates.
Costs and Expenses
Production costs increased 16% from $2,062,000 in 1995 to $2,395,000 in
1996. The increase relates to an increase in costs at Mereenie because of the
current work program to increase production and a 6% increase in the value of
the Australian dollar.
PART I - FINANCIAL INFORMATION
MAGELLAN PETROLEUM CORPORATION
December 31, 1996
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations Cont'd)
Depreciation, depletion and amortization increased 24% in 1996 to
$1,814,000 from $1,496,000 in 1995. The increase reflects the increase in the
number of units sold, an increase in capitalized exploration costs and a 6%
increase in the value of the Australian dollar.
Auditing, accounting and legal services decreased 43% from $438,000 in
1995 to $251,000 in 1996. The 1996 period includes a credit of $67,000 for
certain legal costs recovered by MPAL in settlement of a 1994 Sagasco tender
offer dispute. In addition, the 1995 period included various non-recurring legal
disputes and activities which have now been favorably settled.
Other costs decreased 40% from $618,000 in 1995 to $370,000 in 1996.
The primary reason for the decrease is a reduction in the 1996 amounts paid to
consultants and a decrease in 1996 travel expenses.
Income Taxes
A reconciliation of the income tax provisions (in thousands) for the
periods is as follows:
Six month period
ended December 31,
1996 1995
---- ----
Pretax consolidated income $4,634 $2,907
Losses not recognized:
MPC's U.S. operations 442 438
MPAL's non Australian operations 781 498
Permanent differences (1,082) (501)
-------- --------
Book taxable income $4,775 $3,342
====== ======
Australian tax rate 36% 36%
=== ===
Australian tax provision 1,719 1,203
U.S. tax provision 276 249
-------- --------
Consolidated income tax provision $1,995 $1,452
====== ======
PART I - FINANCIAL INFORMATION
MAGELLAN PETROLEUM CORPORATION
December 31, 1996
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (Cont'd)
Exchange Effect
The value of the Australian dollar relative to the U.S. dollar
increased to $.7947 at December 31, 1996 compared to a value of $.7875 at June
30, 1996. This resulted in a $295,000 credit to the foreign currency translation
adjustments account for the six month period ended December 31, 1996. The 1%
increase in the value of the Australian dollar increased the reported asset and
liability amounts in the balance at December 31, 1996 from the June 30, 1996
amounts. The average exchange rate used to translate MPAL's operations in
Australia was $.7920 for the quarter ended December 31, 1996, which is a 6%
increase compared to the $.7445 rate for the quarter ended December 31, 1995.
PART II - FINANCIAL INFORMATION
MAGELLAN PETROLEUM CORPORATION
December 31, 1996
Item 4. Submission of Matters to a Vote of Security Holders.
(a) On December 10, 1996, the Company held its Annual General
Meeting of Stockholders for the year ended June 30, 1996.
(b) The following directors were reelected as directors of
the Company. The vote was as follows:
Shares Stockholders
For Withheld For Withheld
James R. Joyce 19,924,623 694,299 3,405 361
Timothy L. Largay 19,928,766 690,156 3,440 326
(c) The firm of Ernst & Young LLP, was appointed as the
Company's independent auditors for the year ending December 31, 1996. The vote
was as follows:
Shares Stockholders
20,126,213 3,529
Against 316,526 114
Abstain 176,183 123
Item 5. Other Information.
On January 29, 1997, the Company reported that the Gladden No.
1 wildcat well offshore Belize, CA was plugged and abandoned. The well reached
its planned depth of 8,000 feet with no indications of commercially recoverable
hydrocarbons. The drilling data will be studied to assess possible additional
activity on the permit. After the evaluation is completed, the Company will
determine the appropriate carrying value of the investment.
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 11 , 1997 By /s/ James R. Joyce
James R. Joyce, President and
Chief Financial and Accounting Officer