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, 1997
---------------------------------------
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ____________________
Commission file number 1-5507
MAGELLAN PETROLEUM CORPORATION
................................................................................
(Exact name of registrant as specified in its charter)
DELAWARE 06-0842255
................................................................................
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
149 Durham Road, Madison, Connecticut 06443
................................................................................
(Address of principal executive offices) (Zip Code)
203-245-7664
................................................................................
(Registrant's telephone number, including area code)
................................................................................
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
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 9, 1998 was 24,982,495.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MAGELLAN PETROLEUM CORPORATION
CONSOLIDATED BALANCE SHEET
(unaudited)
December 31, June 30,
1997 1997
----------- -----------
ASSETS
Current assets:
Cash and cash equivalents $10,924,201 $12,942,862
Accounts receivable 1,674,742 1,356,912
U.S. Government securities 876,336 2,211,205
Reimbursable development costs 635,977 260,553
Inventories 243,083 250,069
----------- -----------
Total current assets 14,354,339 17,021,601
----------- -----------
Property and equipment:
Oil and gas properties (successful efforts method) 41,280,639 45,891,237
Land, buildings and equipment 1,677,791 1,837,114
Field equipment 1,482,893 1,598,387
----------- -----------
44,441,323 49,326,738
Less accumulated depletion, depreciation and amortization (18,881,159) (20,704,121)
----------- -----------
25,560,164 28,622,617
----------- -----------
Other assets 505,444 585,889
----------- -----------
$40,419,947 $46,230,107
=========== ===========
LIABILITIES, MINORITY INTERESTS
AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,261,944 $ 1,869,818
Accrued liabilities 760,826 933,256
----------- -----------
Total current liabilities 2,022,770 2,803,074
----------- -----------
Long term liabilities:
Deferred income taxes 6,824,331 7,087,224
Reserve for future site restoration costs 627,728 650,311
----------- -----------
7,452,059 7,737,535
----------- -----------
Minority interests 13,193,468 16,146,564
----------- -----------
Commitments (Note 2)
Stockholders' equity:
Common stock, par value $.01 per share:
Authorized 50,000,000 shares
Outstanding 24,982,495 and 24,851,245 shares, respectively 249,802 248,512
Capital in excess of par value 43,532,261 43,410,176
----------- -----------
43,782,063 43,658,688
Accumulated deficit (19,850,378) (20,386,549)
Foreign currency translation adjustments (6,180,035) (3,729,205)
----------- -----------
Total stockholders' equity 17,751,650 19,542,934
----------- -----------
$40,419,947 $46,230,107
=========== ===========
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,
1997 1996 1997 1996
---------- ---------- ---------- ----------
Revenues:
Oil sales $1,229,381 $1,878,147 $2,372,928 $ 3,636,475
Gas sales 2,864,909 2,940,415 5,748,035 5,711,358
Other production related revenues 235,647 412,836 564,264 769,555
Interest income 167,355 226,643 363,877 450,579
---------- ---------- ---------- ----------
4,497,292 5,458,041 9,049,104 10,567,967
---------- ---------- ---------- ----------
Costs and expenses:
Production costs 871,305 1,110,618 1,805,214 2,395,436
Exploration and dry hole costs 181,260 - 1,784,306 -
Salaries and employee benefits 465,839 505,041 870,937 938,417
Depletion, depreciation and amortization 595,274 948,214 1,115,943 1,814,099
Auditing, accounting and legal services 98,216 57,374 278,026 251,423
Shareholder communications 112,085 115,149 131,700 134,185
Other administrative expenses 287,729 155,751 561,082 369,667
Bad debts 239,201 - 239,201 -
Interest 7,151 22,953 14,642 30,835
---------- ---------- ---------- ----------
2,858,060 2,915,100 6,801,051 5,934,062
---------- ---------- ---------- ----------
Income before income taxes and minority interests 1,639,232 2,542,941 2,248,053 4,633,905
Income tax provision 520,420 1,226,503 771,709 1,994,962
---------- ---------- ---------- ----------
Income before minority interests 1,118,812 1,316,438 1,476,344 2,638,943
Minority interests 652,504 894,134 940,173 1,656,301
---------- ---------- ---------- ----------
Net income $ 466,308 $ 422,304 $ 536,171 $ 982,642
========== ========== ========== ===========
Average number of shares outstanding
Basic 24,973,120 24,747,370 24,920,888 24,723,316
========== ========== ========== ==========
Diluted 25,257,495 25,257,495 25,257,495 25,257,495
========== ========== ========== ==========
Net income per share
Basic and Diluted EPS $.02 $.02 $.02 $.04
==== ==== ==== ====
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(unaudited)
Capital in Foreign currency
Number Common excess of translation
of shares stock par value Deficit adjustments Total
June 30, 1997 24,851,245 $248,512 $43,410,176 $(20,386,549) $(3,729,205) $19,542,934
Net income - - - 536,171 - 536,171
Currency translation
adjustments - - - - (2,450,830) (2,450,830)
Exercise of stock options 131,250 1,290 122,085 123,375
---------- -------- ----------- ------------ ----------- -----------
- -
December 31, 1997 24,982,495 $249,802 $43,532,261 $(19,850,378) $(6,180,035) $17,751,650
========== ======== =========== ============= ============ ===========
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MAGELLAN PETROLEUM CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(unaudited)
Six months ended
December 31,
1997 1996
----------- -----------
Operating Activities:
Net income $ 536,171 $ 982,642
Adjustments to reconcile net income
to net cash provided by operating activities:
Depletion, depreciation and amortization 1,115,943 1,814,099
Deferred income taxes (262,893) 1,804,587
Minority interests 940,173 1,656,301
Increase (decrease) in operating assets
and liabilities:
Accounts receivable (165,918) (872,979)
Reimbursable development costs (321,836) (29,789)
Other assets 36,463 2,404
Inventories 145,677 (8,199)
Income tax payable - 1,998,927
Accounts payable and accrued liabilities (441,718) 842,555
----------- -----------
Net cash provided by operating activities 1,582,062 4,192,694
----------- -----------
Investing Activities:
Sale (purchase) of U.S. Government securities 1,334,868 (946,946)
Net additions to property and equipment (2,015,219) (2,246,740)
----------- -----------
Net cash used in investing activities (680,351) (3,193,686)
----------- -----------
Financing Activities:
Dividends to MPAL minority shareholders (1,506,103) (1,778,622)
Exercise of MPC stock options 123,375 166,875
----------- -----------
Net cash used in financing activities (1,382,728) (1,611,747)
----------- -----------
Effect of exchange rate changes on cash
and cash equivalents (1,537,644) 144,106
----------- -----------
Net decrease in cash and cash equivalents (2,018,661) (468,633)
Cash and cash equivalents at
beginning of year 12,942,862 11,278,957
----------- -----------
Cash and cash equivalents at
end of period $10,924,201 $10,810,324
=========== ===========
PART I - FINANCIAL INFORMATION
MAGELLAN PETROLEUM CORPORATION
December 31, 1997
Item 1. Financial Statements - Notes
The information for the three and six month periods ended December 31,
1997 and 1996, 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
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.
During fiscal 1997, the Company adopted the successful efforts method
of accounting for its oil and gas operations, therefore, the results of
operations may vary materially from quarter to quarter. An active exploration
program may result in greater exploration and dry holes costs. Under this
method, the cost of drilling a dry hole is written off immediately. The Company
had previously followed the full cost method of accounting whereby all of its
exploratory and dry holes costs had been capitalized by country. These costs had
been amortized over a period of years through the depletion deduction.
If the worldwide decrease in the price of crude oil and the decrease in
the value of the Australian dollar continues, the Company's future earnings will
most likely be adversely impacted.
Liquidity and Capital Resources
Consolidated
At December 31, 1997, the Company on a consolidated basis had
approximately $11,860,000 of cash and securities.
A summary of the major changes in cash and cash equivalents during the
period is as follows:
Cash and cash equivalents at beginning of period $12,943,000
Sale of U.S. Government securities 1,335,000
Cash provided by operations 1,582,000
Exercise of stock options 123,000
Dividends paid to MPAL minority shareholders (1,506,000)
Net additions to property and equipment (2,015,000)
Effect of exchange on cash and cash equivalents (1,538,000)
-------------
Cash and cash equivalents at end of period $10,924,000
===========
PART I - FINANCIAL INFORMATION
MAGELLAN PETROLEUM CORPORATION
December 31, 1997
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont'd)
As to the Company (unconsolidated)
At December 31, 1997, Magellan Petroleum Corporation ("MPC"), on an
unconsolidated basis, had working capital of approximately $4,136,000. 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 1998, MPC has budgeted approximately
$400,000 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 September 1997, MPC received a dividend of $1,546,000 from MPAL
which was added to MPC's working capital.
As to MPAL
At December 31, 1997, MPAL had working capital of approximately
$8,196,000. MPAL has budgeted approximately $4.7 million for exploration in
fiscal 1998. 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, 1997 vs. December 31, 1996.
The Company had consolidated net income of $466,308 for the three month
period ended December 31, 1997 compared to net income of $422,304 for the
comparable 1996 period. The components of consolidated net income for the
comparable periods were as follows:
Three month period ended
December 31,
1997 1996
---------- ----------
MPC unconsolidated pretax loss $(203,604) $(221,774)
MPC income tax - (273,911)
Share of MPAL pretax income 933,547 1,400,555
Share of MPAL income tax provision (263,635) (482,566)
---------- ----------
Consolidated net income $ 466,308 $ 422,304
========= =========
Net income per share $.02 $.02
==== ====
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont'd)
Revenues
Oil sales decreased by 35% in the current quarter to $1,229,000 from
$1,878,000 in 1996 because of a 3% decrease in oil prices, a 23% decrease in the
number of units sold and the 13% Australian foreign exchange decrease as
discussed below. Oil sales are expected to continue to decline unless additional
development wells are drilled to maintain production levels. MPAL is dependent
on the operator (65% control) to maintain field production and initiate new
drilling. 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,
1997 Sales 1996 Sales
Average price Average price
bbls per bbl bbls per bbl
Australia-Mereenie 69,879 A.$29.00 90,799 A.$29.86
Gas sales decreased 3% to $2,865,000 in 1997 from $2,940,000 in 1996
because of the 13% Australian foreign exchange decrease as discussed below. The
decrease was partially offset by a 9% increase in the volumes of gas sold and
modest price increases as shown below. Total gas volumes are expected to
continue at least at current levels in the short term. The volumes in billion
cubic feet ("bcf"), (before deducting royalties) and the average price of gas
per thousand cubic feet ("mcf") sold during the periods indicated were as
follows:
Three month period ended December 31,
1997 Sales 1996 Sales
Average price Average price
bcf per mcf bcf per mcf
(A.$) (A.$)
Australia:
Palm Valley
Alice Springs contract .312 2.93 .284 2.95
Darwin contract .587 2.02 .635 2.02
Mereenie:
Darwin contact .583 2.03 .523 1.99
Other .415 2.76 .300 2.72
---- ----
Total 1.897 1.742
===== =====
PART I - FINANCIAL INFORMATION
MAGELLAN PETROLEUM CORPORATION
December 31, 1997
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (Cont'd)
Other production related revenues decreased 43% to $236,000 in 1997
compared to $413,000 in 1996 partially because of the 13% Australian foreign
exchange decrease as discussed below. MPAL's share of pipeline tariffs also
decreased during the 1997 period because gas sales to the Mt. Todd gold mine
were terminated by the bankruptcy of the operator of the mine.
Interest decreased 26% in 1997. The decrease from $227,000 in 1996 to
$167,000 in 1997 resulted from the combination of less capital available for
investment, lower interest rates and the 13% Australian foreign exchange
decrease as discussed below.
Costs and Expenses
Production costs decreased 22% in 1997 to $871,000 from $1,111,000 in
1996. The decrease relates to a decrease in costs at Mereenie and Palm Valley
and the 13% Australian foreign exchange decrease as discussed below.
Exploration and dry hole costs totaled $181,000 in 1997 which is the
cost of general exploration projects during the period.
Depreciation, depletion and amortization decreased 37% in 1997 to
$595,000 from $948,000 in 1996. The decrease reflects the decrease in the number
of units sold and the increase in gas reserves used to calculate depletion.
Auditing, accounting and legal services increased 71% in 1997 to
$98,000 from $57,000 in 1996. The 1996 period included a credit of $67,000 for
certain legal costs recovered by MPAL in settlement of a 1994 dispute. Without
the nonrecurring credit, audit, accounting and legal services would have
decreased $26,000 during the 1997 period.
Other administrative expenses increased 85% from $156,000 in 1996 to
$288,000 in 1997. MPAL`s travel expenses increased and there was a decrease in
the amount of overhead chargeable to the Company's joint venture partners.
Bad debts increased to $239,000 during the 1997 period. MPAL
established a reserve for the amount due from Pegasus Gold Australian Pty. Ltd.
because of its bankruptcy filing.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont'd)
Income Taxes
Income tax expense decreased from $1,227,000 in 1996 to $520,000 in
1997. The effective income tax rate for 1997 was 32% compared to 48% in 1996.
The statutory income tax rate in Australia is 36%. In addition, there was no
Australian withholding tax on MPC's 1997 dividend from MPAL. The components of
tax income expense between MPC and MPAL were as follows:
1997 1996
---- ----
MPC $ - $ 274,000
MPAL 520,000 953,000
---------- ----------
Consolidated $ 520,000 $1,227,000
========== ==========
Exchange Effect
The value of the Australian dollar relative to the U.S. dollar
decreased to $.6503 at December 31, 1997 compared to a value of $.7258 at
September 30, 1997. This resulted in a $3,348,000 charge to the foreign currency
translation adjustments account for the three month period ended December 31,
1997. The average exchange rate used to translate MPAL's operations in Australia
was $.6922 for the quarter ended December 31, 1997, which is a 13% decrease
compared to the $.7971 rate for the quarter ended December 31, 1996.
Six month period ended December 31, 1997 vs. December 31, 1996.
The Company had consolidated net income of $536,171 for the six month
period ended December 31, 1997 compared to net income of $982,642 for the
comparable 1996 period. The components of consolidated net income for the
comparable periods were as follows:
Six month period ended
December 31,
1997 1996
MPC unconsolidated pretax loss $(428,085) $(441,731)
MPC income tax (1,000) (276,117)
Share of MPAL pretax income 1,355,683 2,571,226
Share of MPAL income tax provision (390,427) (870,736)
----------- ----------
Consolidated net income $ 536,171 $ 982,642
========== =========
Net income per share $.02 $.04
==== ====
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont'd)
Revenues
Oil sales decreased by 35% in the current period to $2,373,000 from
$3,636,000 in 1996 because of a 2% decrease in oil prices, a 26% decrease in the
number of units sold and the 10% Australian foreign exchange decrease as
discussed below. Oil sales are expected to continue to decline unless additional
development wells are drilled to maintain production levels. MPAL is dependent
on the operator (65% control) to maintain field production. 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,
1997 Sales 1996 Sales
Average price Average price
bbls per bbl Bbls per bbl
Australia-Mereenie 140,730 A.$27.23 189,726 A.$27.72
Gas sales increased 1% to $5,748,000 in 1997 from $5,711,000 in 1996
primarily as a result of a 11% increase in the volumes of gas sold. The increase
was partially offset by the 10% Australian foreign exchange decrease as
discussed below. Total gas volumes are expected to continue at least at current
levels in the short term. The volumes in billion cubic feet ("bcf"), (before
deducting royalties) and the average price of gas per thousand cubic feet
("mcf") sold during the periods indicated were as follows:
Six month period ended December 31,
1997 Sales 1996 Sales
Average price Average price
bcf per mcf bcf per mcf
(A.$) (A.$)
Australia:
Palm Valley
Alice Springs contract .592 2.94 .515 2.95
Darwin contract 1.220 2.02 1.012 2.02
Mereenie:
Darwin contact 1.037 1.99 1.150 2.09
Other .842 2.79 .638 2.71
---- ----
Total 3.691 3.315
===== =====
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations (Cont'd)
Other production related revenues decreased 27% to $564,000 in 1997
compared to $770,000 in 1996 partially because of the 10% Australian foreign
exchange decrease as discussed below. MPAL's share of pipeline tariffs also
decreased during the 1997 period because gas sales to the Mt. Todd gold mine
were terminated by the bankruptcy of the operator of the mine.
Interest decreased 19% in 1997. The decrease from $451,000 in 1996 to
$364,000 in 1997 resulted from the combination of less capital available for
investment, lower interest rates, and the 10% Australian foreign exchange
decrease as discussed below.
Costs and Expenses
Production costs decreased 25% in 1997 to $1,805,000 from $2,395,000 in
1996. The decrease relates to a decrease in costs at Mereenie and Palm Valley
and the 10% decrease in the average value of the Australian dollar.
Exploration and dry hole costs totaled $1,784,000 in 1997 which is
primarily the cost of drilling the Schilling-1 well offshore Western Australia
which was plugged and abandoned during the first quarter of the fiscal year.
Depreciation, depletion and amortization decreased 39% in 1997 to
$1,116,000 from $1,814,000 in 1996. The decrease reflects the decrease in the
number of units sold and the increase in gas reserves used to calculate
depletion.
Auditing, accounting and legal services increased 11% in 1997 to
$278,000 from $251,000 in 1996. The 1996 period included a credit of $67,000 for
certain legal costs recovered by MPAL in settlement of a 1994 dispute. Without
the nonrecurring credit, audit, accounting and legal services would have
decreased $40,000 during the 1997 period.
Other administrative expenses increased 52% from $370,000 in 1996 to
$561,000 in 1997. MPAL's travel expenses increased and there was a decrease in
the amount of overhead chargeable to the Company's joint venture partners.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations (Cont'd)
Income Taxes
Income tax expense decreased from $1,995,000 in 1996 to $772,000 in
1997. The effective income tax rate for 1997 was 34% compared to 43% in 1996.
The statutory income tax rate in Australia is 36%. In addition, there was no
Australian withholding tax on MPC's 1997 dividend from MPAL. The components of
tax income expense between MPC and MPAL were as follows:
1997 1996
---- ----
MPC $ 1,000 $ 276,000
MPAL 771,000 1,719,000
-------- ----------
Consolidated $772,000 $1,995,000
======== ==========
Exchange Effect
The value of the Australian dollar relative to the U.S. dollar
decreased to $.6503 at December 31, 1997 compared to a value of $.7538 at June
30, 1997. This resulted in a $2,451,000 charge to the foreign currency
translation adjustments account for the six month period ended December 31,
1997. The 14% decrease in the value of the Australian dollar decreased the
reported asset and liability amounts in the balance at December 31, 1997 from
the June 30, 1997 amounts. The average exchange rate used to translate MPAL's
operations in Australia was $.7138 for the period ended December 31, 1997, which
is a 10% decrease compared to the $.7920 rate for the period ended December 31,
1996.
PART II - OTHER INFORMATION
MAGELLAN PETROLEUM CORPORATION
December 31, 1997
Item 4. Submission of Matters to a Vote of Security Holders.
(a) On December 3, 1997, the Company held its Annual General
Meeting of Stockholders for the year ended June 30, 1997.
(b) The following directors were reelected as directors of the
Company. The vote was as follows:
Shares Stockholders
For Withheld For Withheld
Walter McCann 20,830,389 636,882 3,248 237
Ronald P. Pettirossi 20,968,726 505,545 3,466 19
(C) The firm of Ernst & Young LLP, was appointed as the
Company's independent auditors for the year ending June 30, 1998. The vote was
as follows:
Shares Stockholders
For 21,027,048 3,274
Against 215,188 98
Abstain 225,035 113
Item 5. Other Information.
During November 1997, MPAL announced the signing of a contract for the
sale of an additional 58 BCF of gas from the Mereenie field in the Northern
Territory of Australia. The new contract covers a 10 year period beginning in
early 1999 and will generate unescalated gross revenues of approximately A.$70
million for MPAL which has a 35% interest in the field.
During November 1997, MPAL also announced that contract negotiations
for the sale of 17 BCF of Mereenie gas to Pegasus Gold Australia Pty. Ltd. had
been suspended. Pegasus has made a bankruptcy filing.
MPAL has given notice of its withdrawal from the WA-74-P permit in
offshore Western Australia as of December 31, 1997. The Schilling-1 well which
was drilled in the permit was plugged and abandoned during September 1997.
MPAL is acquiring a 10% interest in permits TP/12 and EP 358 on the
Carnarvon Basin offshore Western Australia from Santos, Ltd. MPAL will
participate in two wells at a total cost of approximately A.$1.2 million.
PART II - OTHER INFORMATION
MAGELLAN PETROLEUM CORPORATION
December 31, 1997
The Company expects that the following exploratory wells will be
drilled during the remainder of the current fiscal year. The actual dates could
change for various reasons such as the availability of drilling rigs. In
addition, the Company or its partners could decide not to drill or participate
in the drilling of a well at any particular location.
Location Estimated Drilling Date
Ngalia Basin March 1998
Maryborough Basin April 1998
Carnarvon Basin May 1998
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 9, 1998 By /s/ James R. Joyce
James R. Joyce, President and
Chief Financial and Accounting Officer