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| MPET > SEC Filings for MPET > Form 10-Q on 23-Feb-2009 | All Recent SEC Filings |
23-Feb-2009
Quarterly Report
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 developed reserves, except in
circumstances where it is probable that additional resources will be developed
and contribute to cash flows in the future. For Mereenie, proved developed
reserves are limited to contracted quantities. If such contracts are extended,
the proved developed reserves will be increased to the lesser of the actual
proved developed 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.
Income Taxes
The Company follows Financial Accounting Standards Board ("FASB") Statement
of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS
109"), the liability method in accounting for income taxes. Under this method,
deferred tax assets and liabilities are determined based on differences between
the financial reporting and tax bases of assets and liabilities and are measured
using the enacted tax rates and laws that will be in effect when the differences
are expected to reverse. The Company records a valuation allowance for deferred
tax assets when it is more likely than not that such assets will not be
recovered.
FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes"
("FIN 48") is an interpretation of SFAS 109 and was adopted by the Company
July 1, 2007. FIN 48 prescribes a comprehensive model for recognizing,
measuring, presenting, and disclosing in the financial statements uncertain tax
positions that the company has taken or expects to take in its tax returns.
Under FIN 48, the Company is able to recognize a tax position based on whether
it is more likely than not that a tax position will be sustained upon
examination, including resolution of any related appeals or litigation
processes, based on the technical merits of the position. In evaluating whether
a tax position has met the more-likely-than-not recognition threshold, the
Company has presumed that its positions will be examined by the appropriate
taxing authority that has full knowledge of all relevant information. The second
step of FIN 48 adoption is measurement. A tax position that meets the
more-likely-than-not recognition threshold is measured to determine the amount
of benefit to recognize in the financial statements. The tax position is
measured at the largest amount of benefit that is greater than 50 percent likely
of being realized upon ultimate settlement. An uncertain income tax position
will not be recognized if it does not meet the more-likely-than-not threshold.
To appropriately account for income tax matters in accordance with SFAS 109 and
FIN 48, the Company is required to make significant judgments and estimates
regarding the recoverability of deferred tax assets, the likelihood of the
outcome of examinations of tax positions that may or may not be currently under
review and potential scenarios involving settlements of such matters. Changes in
these estimates could materially impact the consolidated financial statements.
The Company has estimated the effective tax rate expected to be applicable
for the full fiscal year. The rate used in providing for income taxes on a
current year-to-date basis for the six months ended December 31, 2008 is 70%.
The Company revised its estimate from the effective rate of 51% used in
providing income taxes for the three months ended September 30, 2008. The
increase in effective tax rate was due to an increase in the estimate of MPC
loss for fiscal 2009, which does not generate a tax benefit.
Nondepletable Assets
At December 31, 2008 and June 30, 2008, oil and gas properties include
$5.9 million and $6.8 million, respectively, of capitalized costs that are
currently not being depleted. Components of these costs are as follows:
At December 31, 2008 At June 30, 2008
Nondepletable capitalized costs $A $US $A $US
PEL 106 - Cooper Basin (1) (2) $ 1,929,470 $ 1,332,685 $ 1,929,470 $ 1,855,186
Weald/Wessex Basin U.K. (1) 738,173 509,856 571,955 549,935
Exploration permits and licenses -
Australia and U.K. (3) - 4,104,491 - 4,425,749
Total $ 5,947,032 $ 6,830,870
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(1) Capitalized exploratory well costs pending the start of production.
(2) These costs were capitalized during the year ended June 30, 2006 and remain capitalized because the related well has sufficient quantity of reserves to justify its completion as a producing well. Efforts are currently being made to market the gas from this well. The Operator has recommenced applying for a Retention License.
(3) The Company evaluates exploration permits and licenses annually or whenever events or changes in circumstances indicate that the carrying value may be impaired. See discussion under Goodwill below for valuation methodology of the exploration permits and licenses. Due to the significant decrease in world oil prices, an impairment test was performed as of December 31, 2008 and an impairment loss of $63,740 was recorded for the 3 months ended December 31, 2008. In addition, the Company did not renew certain permits during the six months ended December 31, 2008, resulting in a write off of $257,519. These amounts are recorded in exploration and dry hole costs.
Goodwill
All of our goodwill is related to the fiscal 2006 acquisition of the 44.87%
of MPAL that we did not own at the time. In accordance with Statement of
Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets,
goodwill is not amortized and is tested for impairment annually or whenever
events or changes in circumstances indicate that the carrying value may be
impaired. Our annual impairment testing date is June 30. Due to the significant
decrease in world oil prices and the fact that our stock is trading
significantly below our tangible book value an impairment test was performed as
of December 31, 2008. We determined that no impairment exists.
We employ the adjusted balance sheet method to estimate the fair value of
MPAL. This method entails estimating the fair value of all of MPAL's balance
sheet items as of the valuation date. If the adjusted equity value, after
considering the fair values of the assets and liabilities, is greater than the
carrying value of MPAL, then no impairment is indicated. Management believes
that this methodology is most meaningful since the highest and best use of these
assets would be to continue to hold and exploit the assets over time.
The fair value of our oil and gas properties are estimated based on the
discounted cash flows of our proved and risk adjusted probable and possible
reserves.
The significant assumptions used in estimating the fair values of the oil and
gas properties are oil and gas selling prices for non-contracted volumes, oil
and gas sales volumes, discount rates, and production trends. The fair value of
MPAL is most susceptible to changes in selling prices of oil and gas and changes
in estimated sales volume. As an example, a 10% decrease in the selling price of
oil and gas for the non-contracted volumes would reduce the estimated fair value
of MPAL by approximately $4.7 million. A 10% decrease in oil and gas sales
volumes would reduce the value of MPAL by approximately $5.9 million.
The fair value of our nondepletable exploration permits and licenses are
estimated separately using one of four methods - discounted cash flows,
discounted cash flows adjusted for chances of success, recent farmin costs and
premiums, and estimated costs of committed work programs. The majority of the
permits and licenses are valued based on the estimated cost of agreed work
program commitments, which is a methodology that is not dependent on significant
assumptions.
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, 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, field
life and estimated costs. Such costs could differ significantly when they are
incurred.
Revenue Recognition
The Company recognizes oil and gas revenue (net of royalties) 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. Government sales taxes related to MPAL's oil and
gas production revenues are collected by MPAL and remitted to the Australian
government. Such amounts are excluded from revenue and expenses. Shipping and
handling costs in connection with such deliveries are included in production
costs except for Nockatunga crude oil transportation costs which are deducted
from gross sales. 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 may lag the production month by one or more months.
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% equity
interest in its subsidiary, MPAL. MPAL's major assets are two petroleum
production leases covering the Mereenie oil and gas field (35% working
interest), one petroleum production lease covering the Palm Valley gas field
(52% working interest), three petroleum production leases covering the
Nockatunga oil fields (41% working interest) and eleven licenses in the United
Kingdom, three of which are operating licenses. Both the Mereenie and Palm
Valley fields are located in the Amadeus Basin in the Northern Territory of
Australia. The Nockatunga fields are located in the Cooper Basin in South West
Queensland. Santos Ltd., a publicly owned Australian company, owns a 48%
interest in the Palm Valley field, a 65% interest in the Mereenie field and a
59% interest in the Nockatunga fields. Since 2006, MPAL has refocused 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 Palm Valley Darwin contract expires in January 2012 and the Mereenie
contracts expire in June 2009. Supply obligations under the Mereenie contracts
cease in May 2009. Power and Water Corporation ("PWC") has contracted with Eni
Australia for the supply of PWC's Northern Territory gas demand requirement for
twenty five years commencing mid-calendar year 2009. Eni Australia is to supply
the gas from its Blacktip field offshore of the Northern Territory. The Mereenie
Producers will continue to supply PWC's gas demand until Blacktip gas is
available. The Mereenie Producers have been advised by PWC, the purchaser of all
Mereenie gas production that the development of the Blacktip gas field has been
delayed and there is the likelihood that first gas from that field may not be
available until the third or possibly fourth quarter of 2009. 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 stronger 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 and $6.0 million (net of
royalties) or 84% of total gas sales for the six months ended December 31, 2008.
On February 9, 2009, the Company entered into a definitive securities
purchase agreement with Young Energy Prize S.A. ("YEP"), a Luxembourg
corporation, providing for a $10 million equity investment in the Company. YEP
is a European firm targeting investments in the exploitation of underdeveloped
oil and gas fields and in energy small-cap equity issues which have become
undervalued in these challenging times. YEP may make its investment through YEP
1 SIF-SICAV ("YEP 1"), a specialized investment fund based in Luxembourg.
Closing under the purchase agreement is subject to receipt of shareholder
approval of the investment and an amendment to the Company's certification of
incorporation, as well as other customary closing conditions. The Company
expects the closing to occur on or before April 30, 2009.
Under the terms of the securities purchase agreement, YEP will pay
$10 million to acquire a total of 8,695,652 shares of the Company's Common Stock
(the "Shares") and a five-year warrant entitling YEP to purchase 4,347,826
shares through warrant exercise at a price of $1.20 per share.
When issued at the closing, the shares will represent approximately 17.3% of
the Company's total outstanding shares on a pro forma basis.
YEP will designate two additional members to join the Company's Board of
Directors, effective upon the closing of the transaction. In order to make these
additions to the Board, the Board will take action pursuant to the Bylaws to
increase the size of the Board to seven (7) members and to elect, as of the
closing date of the YEP investment, YEP's designees to the Board. The Bylaw
amendments will not become effective unless the transactions contemplated by the
securities purchase agreement are consummated.
LIQUIDITY AND CAPITAL RESOURCES
At December 31, 2008, the Company on a consolidated basis had approximately
$31.7 million of cash and cash equivalents and $0.7 million in marketable
securities. The Company considers cash equivalents to be short term, highly
liquid investments that are both readily convertible to known amounts of cash
and so near their maturity that they present insignificant risk of changes in
value because of change in interest rates. Cash balances were $5.7 million as of
December 31, 2008 and the remaining $26.0 million was held in time deposit
accounts in several Australian banks that had terms of 90 days or less. One of
these banks holds 48% of the total time deposit balance.
Consolidated
When considering our liquidity and capital resources, we consider cash and
cash equivalents and marketable securities together since all of these amounts
are available to fund operating, exploration and development activities. The
balance of cash and cash equivalents and marketable securities decreased
$3.9 million during the six months ended December 31, 2008 compared to a $0.8
million increase in those balances during fiscal the six months ended
December 31, 2007. The factors favorably impacting our liquidity and capital
resources during the six months ended December 31, 2008 included a $2.7 million
increase in cash receipts from the sale of oil, a $2.7 million decrease in dry
hole drilling costs and a $4.3 million decrease in cash expenditures for
operating expenses and property and equipment. These increases were offset by an
increase in tax payments of $1.6 million.
The increase in cash from the sales of oil and gas was due to a decrease in
accounts receivable of $6.8 million resulting from faster collections offset by
decreased sales of $4.1 million. Sales decreases were mostly due to the 21%
decrease in barrels sold, (attributable essentially to a 27,000 barrel decrease
in the Nockatunga project) partially offset by a 13% increase in the average
sales price per barrel (22% related to the Nockatunga project). We expect a
downward production trend in the Nockatunga project to continue but at a slower
rate than occurred in this quarter. Initial production declines rapidly over the
first year or two and levels off to a slower decline.
The Company invested $1,625,517 and $6,018,473 in oil and gas exploration
activities, which includes additions to property and equipment, during the six
months ended December 31, 2008 and 2007, respectively. The decrease was due to
reduced drilling activities in 2008.
On February 9, 2009, the Company entered into a definitive securities
purchase agreement with Young Energy Prize S.A. ("YEP"), a Luxembourg
corporation, providing for a $10 million equity investment in the Company.
Closing under the purchase agreement is subject to receipt of shareholder
approval of the investment and an amendment to the Company's certification of
incorporation, as well as other customary closing conditions. The Company
expects the closing to occur on or before April 30, 2009.
Under the terms of the securities purchase agreement, YEP will pay
$10.0 million to acquire a total of 8,695,652 shares of the Company's Common
Stock (the "Shares") and five-year warrants entitling YEP to purchase 4,347,826
shares through warrant exercise at a price of $1.20 per share. (See Note 9 to
the condensed consolidated financial statements)
Effect of exchange rate changes
The value of the Australian dollar relative to the U.S. dollar decreased 28%
to $.6907 at December 31, 2008, compared to a value of $.9615 at June 30, 2008.
As to MPC
At December 31, 2008, MPC, on an unconsolidated basis, had working capital of
approximately $3.6 million. Working capital is comprised of current assets less
current liabilities. MPC's current cash position and its annual MPAL dividend
should be adequate to meet its current and near term cash requirements. MPC
received a cash dividend of $3 million from MPAL in December, 2008.
As to MPAL
At December 31, 2008, MPAL had working capital of approximately
$27.7 million. MPAL has budgeted approximately (Aus) $6.0 million for specific
exploration projects in fiscal year 2009 as compared to (Aus) $1.6 million
expended in the six months ended December 31, 2008. However, the total amount to
be expended may vary depending on when various projects reach the drilling
phase. 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. The Mereenie Producers
have been advised by PWC, the purchaser of all Mereenie gas production that the
development of the Blacktip gas field has been delayed and there is the
likelihood that the first gas from that field may not be available until the
third or possibly fourth quarter of 2009. 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 stronger 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 and $6.0 million (net of royalties) or 84% of total gas sales for
the six months ended December 31, 2008.
As in the past, MPAL expects to fund its exploration costs through its cash
and cash equivalents 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.
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