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| MPET > SEC Filings for MPET > Form 10-K on 25-Sep-2008 | All Recent SEC Filings |
25-Sep-2008
Annual Report
Restatement
As discussed in Note 13 to the accompanying consolidated financial statements in Item 8 of this Annual Report on Form 10-K, we have restated the unaudited supplementary oil and gas disclosure that was presented in Note 14 to the consolidated financial statements included in Item 8 of the Company's 2007 Form 10-K. This restatement was due to the misapplication of reserve information for a group of new wells which principally began production in fiscal 2008. This restatement has no effect on cash flow from operations.
In addition, previously issued condensed consolidated financial statements for the quarters ended September 30, 2007, December 31, 2007 and March 31, 2008 have been restated due to the misapplication of reserve information for a group of new wells which principally began production in fiscal 2008. A summary of quarterly unaudited results as restated for the periods ended September 30, 2007, December 31, 2007 and March 31, 2008 is presented in Note 12 to the accompanying consolidated financial statements in Item 8 of this Annual Report on Form 10-K.
Forward Looking Statements
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. Among these risks and uncertainties are pricing and production levels from the properties in which the Company has interests, and the extent of the recoverable reserves at those properties. In addition, the Company has a large number of exploration permits and there is the risk that any wells drilled may fail to encounter hydrocarbons in commercial quantities. The Company undertakes no obligation to update or revise forward-looking statements, whether as a result of new information, future events, or otherwise.
Executive Summary
MPC is engaged in the sale of oil and gas and the exploration for and development of oil and gas reserves. MPC's principal asset is a 100.00% equity interest in its subsidiary, MPAL. During the fourth quarter of fiscal 2006, MPC completed an exchange offer (the "Offer") to acquire all of the 44.87% of ordinary shares of MPAL that it did not own. The Offer consideration was .75 newly-issued shares of MPC common stock and A$0.10 in cash consideration for each of the 20,952,916 MPAL shares that it did not own. New MPC shares were issued to MPAL's Australian shareholders either as registered MPC shares or in the form of CDIs (CHESS Depository Interests), which have been listed on the Australian Stock Exchange ("ASX"), effective April 26, 2006, under the symbol "MGN"(see Note 2 to the financial statements).
MPAL's major assets are two petroleum production leases covering the Mereenie oil and gas field (35% working interest) and one petroleum production lease covering the Palm Valley gas field (52% working interest). Both fields are located in the Amadeus Basin in the Northern Territory of Australia. Santos owns a 48% interest in the Palm Valley field and a 65% interest in the Mereenie field. In 1983, the Palm Valley Producers (MPAL and Santos) commenced the sale of gas to Alice Springs under a 1981 agreement. In 1985, the Palm Valley Producers and Mereenie Producers signed agreements for the sale of gas to PWC, through its wholly-owned company Gasgo Pty. Ltd., for use in PWC's Darwin electricity generating station and at a number of other generating stations in the Northern Territory. The price of gas under the Palm Valley and Mereenie gas contracts is adjusted quarterly to reflect changes in the Australian Consumer Price Index. The gas is being delivered via the 922-mile Amadeus Basin gas pipeline which was built by an Australian consortium. Since 1985, there have been several additional contracts for the sale of Mereenie gas, the latest being in June 2006 for the supply of an additional 4.4 bcf of gas to be supplied prior to December 31, 2008. The Palm Valley Darwin contract expires in the year 2012 and the principal Mereenie contracts expire in June 2009. Supply obligations under the Mereenie contracts cease in May 2009. PWC has contracted with Eni Australia for the supply of PWC's Northern Territory gas demand requirement for twenty five years commencing at the beginning of 2009. Eni Australia is to supply the gas from its Blacktip field offshore the
Northern Territory. The Mereenie Producers will continue to supply PWC's gas demand until Blacktip gas is available. MPAL is actively pursuing gas sales contracts for the remaining reserves. While gas marketing efforts to date have identified several potential customers, the majority have a gas requirement commencing in the 2010-2012 timeframe. When Blacktip gas becomes available there will be strong competition within the market and MPAL may not be able to contract for the sale of the remaining uncontracted reserves in the short term, but may be able to do so in the longer term with increasing demand from new mining developments and industrial users in the Northern Territory and the adjacent areas of neighboring states. Unless MPAL is able to obtain additional contracts for its remaining gas reserves or be successful in its current exploration program, its revenues will be materially reduced after 2009. Mereenie gas sales were approximately $15.5 million (net of royalties) or 85% of total gas sales for the year ended June 30, 2008.
MPAL is refocusing its exploration activities into two core areas, the Cooper Basin in onshore Australia and the Weald Basin in the onshore southern United Kingdom with an emphasis on developing a low to medium risk acreage portfolio.
MPC also has a direct 2.67% carried interest in the Kotaneelee gas field in the Yukon Territory of Canada. The Company recorded revenue of $233,000 from this investment during fiscal year 2008.
Critical Accounting Policies
Oil and Gas Properties
The Company follows the successful efforts method of accounting for its oil and gas operations. Under this method, the costs of successful wells, development dry holes, productive leases, and permit and concession costs are capitalized and amortized on a units-of-production basis over the life of the related reserves. Cost centers for amortization purposes are determined on a field-by-field basis. The Company records its proportionate share in joint venture operations in the respective classifications of assets, liabilities and expenses. Unproved properties with significant acquisition costs are periodically assessed for impairment in value, with any impairment charged to expense. The successful efforts method also imposes limitations on the carrying or book value of proved oil and gas properties. Oil and gas properties are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. The Company estimates the future undiscounted cash flows from the affected properties to determine the recoverability of carrying amounts. In general, analyses are based on proved reserves and risk adjusted probable and possible reserves. For Mereenie, natural gas reserves are limited to contracted quantities. If such contracts are extended, the reserves will be increased to the lesser of the actual proved reserves and risk adjusted probable and possible reserves or the contracted quantities.
Exploratory drilling costs are initially capitalized pending determination of proved reserves but are charged to expense if no proved reserves are found. Other exploration costs, including geological and geophysical expenses, leasehold expiration costs and delay rentals, are expensed as incurred. Because the Company follows the successful efforts method of accounting, the results of operations may vary materially from quarter to quarter. An active exploration program may result in greater exploration and dry hole costs.
Nondepletable assets
Oil and gas properties include $6.8 million of capitalized costs that are currently not being depleted. This amount consists of $2.4 million of costs capitalized as exploratory well costs pending the start of production, of which $1.9 million related to PEL 106 in the Cooper Basin has been capitalized in excess of one year. This remains capitalized because the related well has sufficient quantity of reserves to justify its completion as a producing well. In addition, capitalized costs not currently being depleted include $4.4 million associated with exploration permits and licenses in Australia and the U.K. at June 30, 2008 and 2007. The Company evaluates exploration permits and licenses annually or whenever events or changes in circumstances indicate that the carrying value may be impaired. There was no impairment recorded for the year ended June 30, 2008. An impairment loss of $892,000 was recorded for the year ended June 30, 2007.
Goodwill
Goodwill is not amortized. The Company evaluates goodwill for impairment annually or whenever events or changes in circumstances indicate that the carrying value may be impaired in accordance with methodologies prescribed in Statement of Financial Accounting Standards No. 142 "Goodwill and Other Intangible Assets." There was no impairment of goodwill as of June 30, 2008 and 2007.
Asset Retirement Obligations
Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations" ("SFAS 143") requires legal obligations associated with the retirement of long-lived assets to be recognized at their fair value at the time that the obligations are incurred. Upon initial recognition of a liability, that cost is capitalized as part of the related long-lived asset (oil & gas properties) and amortized on a units-of-production basis over the life of the related reserves. Accretion expense in connection with the discounted liability is recognized over the remaining life of the related reserves.
The estimated liability is based on the future estimated cost of land reclamation, plugging the existing oil and gas wells and removing the surface facilities equipment in the Palm Valley, Mereenie, Kotaneelee, Nockatunga and the Cooper Basin fields. The liability is a discounted liability using a credit-adjusted risk-free rate on the date such liabilities are determined. A market risk premium was excluded from the estimate of asset retirement obligations because the amount was not capable of being estimated. Revisions to the liability could occur due to changes in the estimates of these costs, acquisition of additional properties and as new wells are drilled.
Estimates of future asset retirement obligations include significant management judgment and are based on projected future retirement costs. Judgments are based upon such things as field life and estimated costs. Such costs could differ significantly when they are incurred.
Revenue Recognition
The Company recognizes oil and gas revenue from its interests in producing wells as oil and gas is produced and sold from those wells. Revenues from the purchase, sale and transportation of natural gas are recognized upon completion of the sale and when transported volumes are delivered. Other production related revenues are primarily MPAL's share of gas pipeline tariff revenues which are recorded at the time of sale. The Company records pipeline tariff revenues on a gross basis with the revenue included in other production related revenues and the remittance of such tariffs are included in production costs. Shipping and handling costs in connection with such deliveries are included in production costs. Revenue under carried interest agreements is recorded in the period when the net proceeds become receivable, measurable and collection is reasonably assured. The time when the net revenues become receivable and collection is reasonably assured depends on the terms and conditions of the relevant agreements and the practices followed by the operator. As a result, net revenues from carried interests may lag the production month by one or more months.
Liquidity and Capital Resources
Consolidated
At June 30, 2008, the Company on a consolidated basis had approximately $34.6 million of cash and cash equivalents and $1.7 million in marketable securities.
Net cash provided by operations was $4,211,265 in 2008 compared to $21,273,813 in 2007. The decrease is primarily related to a decrease of $9,338,484 in net income offset by an increase in the change in non-cash items of $1,313,022, an increase in accounts receivable of $3,113,078 and a decrease in accounts payable of $5,587,046.
During 2008, the Company had a net decrease in marketable securities of $2,670,045 compared to a net increase in marketable securities of $3,838,592 in 2007. The decrease in investments resulted from the use of investments to fund operations.
As previously disclosed, the ATO conducted an audit of the Australian income tax returns of MPAL and its wholly-owned subsidiaries for the years 1997-2005. As disclosed in Note 6 to the consolidated financial statements, the Company settled this matter and on January 21, 2008 MPAL paid (Aus) $5,000,000 to the ATO as a deposit towards this settlement. The remaining (Aus) $9,641,994 was paid by MPAL on February 14, 2008. By agreement of the parties, the matter is now closed.
MPAL's current contracts for the sale of Palm Valley and Mereenie gas will expire during fiscal years 2012 and 2009, respectively. Unless MPAL is able to obtain additional contracts for its remaining gas reserves or be successful in its current exploration program, its revenues will be materially reduced after 2009 which could materially affect liquidity. For further information, see "Gas Supply Contracts" in Item 1-Business above. MPAL's oil sales are dependent on world oil prices. The volatility of these prices will affect future oil revenues. The Company will align operating expenses with any reductions in revenues.
As to MPC (Unconsolidated)
In August 2006, a dividend of approximately $5.9 million was received from MPAL. Also in August 2006, MPC loaned approximately $4.1 million to MPAL payable August 2011. The loan along with interest was repaid in May of 2007. The tax effects of these transactions was recorded in fiscal year 2007.
At June 30, 2008, MPC, on an unconsolidated basis, had working capital of $2,046,800. Working capital is comprised of current assets less current liabilities. MPC's current cash position and its expected annual MPAL dividends should be adequate to meet its current and future cash requirements.
MPC has a stock repurchase plan to purchase up to one million shares of its common stock in the open market. Through June 30, 2008, MPC purchased 680,850 of its shares at a cost of approximately $686,000. There were no shares purchased during fiscal years 2008, 2007 or 2006.
As to MPAL
At June 30, 2008, MPAL had working capital of $35,732,764. MPAL had budgeted approximately (Aus) $7.2 million for specific exploration projects in fiscal year 2008 as compared to the (Aus) $3.0 million expended during fiscal 2008. During the year, there was less money spent than budgeted in the United Kingdom. The current composition of MPAL's oil and gas reserves are such that MPAL's future revenues in the long-term are expected to be derived from the sale of oil and gas in Australia. MPAL's current contracts for the sale of Palm Valley and Mereenie gas will expire during fiscal year 2012 and 2009, respectively. MPAL's major customer, Gasgo Pty. Ltd., a subsidiary of PWC of the Northern Territory, has contracted with Eni Australia for the supply of PWC's Northern Territory gas demand requirement for twenty five years commencing at the beginning of 2009. Eni Australia is to supply the gas from its Blacktip field offshore the Northern Territory. The Mereenie Producers will continue to supply PWC's gas demand until Blacktip gas is available. MPAL is actively pursuing gas sales contracts for the remaining reserves. While gas marketing efforts to date have identified several potential customers, the majority have a gas requirement commencing in the 2010-2012 timeframe. When Blacktip gas becomes available there will be strong competition within the market and MPAL may not be able to contract for the sale of the remaining uncontracted reserves in the short term, but may be able to do so in the longer term with increasing demand from new mining developments and industrial users in the Northern Territory and the adjacent areas of neighboring states. Unless MPAL is able to obtain additional contracts for its remaining gas reserves or be successful in its current exploration program, its revenues will be materially reduced after 2009 which could materially affect liquidity. Mereenie gas sales were approximately $15.5 million (net of royalties) or 85% of total gas sales for the year ended June 30, 2008.
Sales of MPAL's proved oil reserves are dependent on world oil prices. The volatility of these prices will affect future oil revenues.
MPAL will fund its exploration costs through its cash and cash equivalents of $34.5 million at June 30, 2008 and cash flow from Australian operations. MPAL also expects that it will continue to seek partners to share its exploration costs. If MPAL's efforts to find partners are unsuccessful, it may be unable or unwilling to complete the exploration program for some of its properties.
Off Balance Sheet Arrangements
The Company does not use off-balance sheet arrangements such as securitization of receivables with any unconsolidated entities or other parties. The Company is exposed to oil and gas market price volatility and uses fixed pricing contracts with inflation clauses to mitigate this exposure.
Contractual Obligations
The following is a summary of our consolidated contractual obligations as of
June 30, 2008:
Payments Due by Period
Less Than More Than
Contractual Obligations Total 1 Year 1-3 Years 3-5 Years 5 Years
Operating Lease Obligations $ 261,000 $ 256,000 $ 5,000 $ - $ -
Purchase Obligations(1) 8,155,000 8,155,000 - - -
Asset Retirement Obligations 11,596,000 - 7,412,000 2,009,000 2,175,000
Total $ 20,012,000 $ 8,411,000 $ 7,417,000 $ 2,009,000 $ 2,175,000
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(1) Represents firm commitments for exploration and capital expenditures. The Company is committed to these expenditures, however some may be farmed out to third parties. Exploration contingent expenditures of $26,755,000 which are not legally binding have been excluded from the table above and based on exploration decisions would be due as follows: $0 (less than 1 year), $26,731,000 (1-3 years), $24,000 (3-5 years).
Recent Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards No. 157, "Fair Value Measurements" ("SFAS 157"). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement applies under other accounting pronouncements that require or permit fair value measurements, the FASB having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this Statement does not require any new fair value measurements. SFAS 157 is effective for the Company beginning July 1, 2008 for financial assets and liabilities and July 1, 2009 for nonfinancial assets and liabilities. The Company has concluded that the adoption of SFAS 157 will have no impact on its consolidated financial statements.
In February 2007, the FASB issued Statement of Financial Accounting Standards No. 159 "The Fair Value Option for Financial Assets and Financial Liabilities," ("SFAS 159"). SFAS 159 provides companies with an option to report selected financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings at each subsequent reporting date. SFAS 159 is effective for the Company beginning July 1, 2008. The Company has concluded that the adoption of SFAS 159 will have no impact on its consolidated financial statements.
Results of Operations
2008 vs. 2007
Revenues
Oil sales increased 66% in 2008 to $19,786,175 from $11,922,574 in 2007 because of a 17% increase in barrels sold due mostly to the Nockatunga Project, a 27% increase in the average sales price per barrel and the 14.1%
Australian foreign exchange rate increase discussed below. Oil unit sales (net of royalties) in barrels (bbls) and the average price per barrel sold during the periods indicated were as follows:
Twelve Months Ended June 30,
2008 Sales 2007 Sales
Average Price Average Price
Bbls A.$ per bbl Bbls A.$ per bbl
Australia:
Mereenie Field 95,429 113.33 100,852 82.75
Cooper Basin 6,826 114.28 15,261 85.02
Nockatunga Project 108,311 91.82 63,252 76.50
Total 210,566 102.35 179,365 80.75
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Amounts presented above for oil prices and below for gas prices are in Australian dollars to show a more meaningful trend of underlying operations. For the fiscal years ended June 30, 2008 and 2007, the average foreign exchange rates were .8965 and .7860 respectively.
Gas sales increased 13% to $18,523,095 in 2008 from $16,396,334 in 2007. The increase was primarily the result of a 5% increase in price per mcf sold and the 14.1% Australian foreign exchange rate increase discussed below, offset by a 5% decrease in sales volume.
The volumes in billion cubic feet (bcf) (net of royalties) and the average price of gas per thousand cubic feet (mcf) sold during the periods indicated were as follows:
Twelve Months Ended June 30,
2008 Sales 2007 Sales
A.$ Average A.$ Average
Bcf Price per mcf Bcf Price per mcf
Australia: Palm Valley 1.319 2.22 1.499 2.20
Australia: Mereenie 4.388 3.77 4.489 3.60
Total 5.707 3.39 5.988 3.24
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MPAL's current contracts for the sale of Palm Valley and Mereenie gas will expire during fiscal years 2012 and 2009, respectively. Unless MPAL is able to obtain additional contracts for its remaining gas reserves or be successful in its current exploration program, its revenues will be materially reduced after 2009. Mereenie gas sales were approximately $15.5 million (net of royalties) or 85% of total gas sales for the year ended June 30, 2008. See discussion in "Gas Supply Contracts" under Item 1 and Executive Summary above.
Other production related revenues increased 10% to $2,585,540 in 2008 from $2,356,317 in 2007. Other production related revenues are primarily MPAL's share of gas pipeline tariff revenues which increased as a result of the 14.1% Australian foreign exchange rate increase discussed below offset by a decrease in volumes of gas sold at Mereenie.
Costs and Expenses
Production costs increased 27% in 2008 to $8,865,663 from $6,965,641 in 2007. The increase in 2008 was primarily the result of increased expenditures in the Nockatunga project due to increased production, an increase in field equipment repairs in the Mereenie project and the 14.1% increase in the exchange rate described below.
Exploration and dry hole costs decreased 40% to $3,318,810 in 2008 from $5,520,460 in 2007. These costs related to the exploration work being performed on MPAL's properties. The primary reason for the decrease in 2008 was the decreased drilling costs related to the Cooper Basin drilling program, partially offset by the 14.1% increase in the exchange rate described below.
Depletion, depreciation and amortization increased 69% to $18,021,236 in 2008 from $10,693,415 in 2007. This increase resulted from the higher book values of MPAL's oil and gas properties acquired during fiscal 2006 resulting from an updated valuation at June 30, 2007, increased depletion in the Nockatunga project due to
increased production resulting from the 10 wells drilled in the fourth quarter of fiscal 2007, increased expenditures and the 14.1% increase in the exchange rate described below, partially offset by lower depletion in the Mereenie and Palm Valley and Cooper Basin projects due to lower depletable costs.
Auditing, accounting and legal expenses increased 75% to $1,102,115 in 2008 from $628,114 in 2007 due to higher auditing, accounting and legal costs incurred in connection with the ATO audit and settlement and tax planning.
Accretion expense increased 38% to $716,130 in 2008 from $517,856 in 2007. Accretion expense represents the accretion on the asset retirement obligations ("ARO") under SFAS 143. The increase was due mostly to accretion of asset retirement obligations relating to the new wells drilled in fiscal 2007 in the Nockatunga project and the 14.1% increase in the exchange rate described below.
A non-cash impairment loss of $1,876,171 was recorded in 2007 relating to the decreased value of the Kiana field in the Cooper Basin ($984,171) and the decreased value of exploration permits and licenses included in oil and gas properties ($892,000). The net book value of the Kiana oil and gas property was written down to its future estimated discounted cash flow. No impairment loss was recorded in fiscal 2008.
Other administrative expenses increased 33% to $3,591,856 in 2008 from $2,699,733 in 2007. This was due mostly to increased consulting costs related to the ATO audit and settlement, an increase due to the issuance of directors' stock options in February, 2008, increased consulting fees relating to research and development in the U.K. and the 14.1% increase in the exchange rate described below.
Income Taxes
Provision for income tax for the year ended June 30, 2008 was $14,330,301 . . .
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