<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
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
-------------------------
OR
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 1-7796
TIPPERARY CORPORATION
(Exact name of registrant as specified in its charter)
Texas 75-1236955
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
633 Seventeenth Street, Suite 1550
Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 293-9379
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 1934 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.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding February 16, 1998
- ---------------------------- -----------------------------
Common Stock, $.02 par value 13,119,605 shares
<PAGE>
TIPPERARY CORPORATION AND SUBSIDIARIES
Index to Form 10-Q
Page No.
PART I. FINANCIAL INFORMATION (UNAUDITED)
Item 1. Financial Statements
Consolidated Balance Sheet
December 31, 1997 and September 30, 1997 1
Consolidated Statement of Operations
Three months ended December 31, 1997 and 1996 2
Consolidated Statement of Cash Flows
Three months ended December 31, 1997 and 1996 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 5
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security
Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 9
SIGNATURES 10
<PAGE>
PART I - FINANCIAL INFORMATION
------------------------------
Item 1. Financial Statements
TIPPERARY CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
December 31, September 30,
1997 1997
------------ -------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,141 $ 3,529
Receivables 1,901 1,966
Inventory 227 197
Current portion of deferred income taxes,
net 9 229
Other current assets 122 123
------------ -------------
Total current assets 3,400 6,044
------------ -------------
Property, plant and equipment, at cost:
Oil and gas properties, full cost method 134,926 131,578
Other property and equipment 2,531 2,476
------------ -------------
137,457 134,054
Less accumulated depreciation, depletion and
amortization (89,659) (88,708)
------------ -------------
Property, plant and equipment, net 47,798 45,346
------------ -------------
Noncurrent portion of deferred income taxes, net 3,182 2,962
Other noncurrent assets 638 643
------------ -------------
$ 55,018 $ 54,995
============ =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ - $ -
Note payable - related party 2,300 2,300
Note payable 885 -
Accounts payable 1,068 1,275
Advances from joint owners - 468
Accrued liabilities 239 288
Production taxes payable 155 159
Royalties payable 181 173
------------ -------------
Total current liabilities 4,828 4,663
------------ -------------
Long-term debt 13,844 13,844
Commitments and contingencies (Note 2)
Stockholders' equity
Common stock; par value $.02; 20,000,000
shares authorized; 13,147,405 issued
and 13,119,605 outstanding in December;
13,078,071 issued and 13,050,271
outstanding in September 263 262
Capital in excess of par value 105,526 105,375
Accumulated deficit (69,372) (69,078)
Treasury stock, at cost; 27,800 shares (71) (71)
------------ -------------
Total stockholders' equity 36,346 36,488
------------ -------------
$ 55,018 $ 54,995
============ =============
</TABLE>
See accompanying notes to consolidated financial statements.
1
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TIPPERARY CORPORATION AND SUBSIDIARIES
Consolidated Statement of Operations
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three months ended
December 31,
1997 1996
---------- ----------
<S> <C> <C>
Revenues $ 2,564 $ 4,112
Costs and expenses:
Operating 1,263 1,470
General and administrative 429 437
Depreciation, depletion and amortization 961 935
---------- ----------
Total costs and expenses 2,653 2,842
---------- ----------
Operating income (loss) (89) 1,270
Other income (expense):
Interest income 16 29
Interest expense (221) (245)
---------- ----------
Total other expense (205) (216)
---------- ----------
Income (loss) before income tax (294) 1,054
Current income tax expense - (23)
---------- ----------
Income (loss) before equity in loss of NGL
fractionating plant (294) 1,031
Equity in loss of NGL fractionating plant - (53)
---------- ----------
Net income (loss) $ (294) $ 978
========== ==========
Earnings per common share
Basic and diluted(1) $ (.02) $ .07
---------- ----------
Weighted average shares outstanding
Basic 13,086 13,050
========== ==========
Diluted 13,390 13,266
========== ==========
</TABLE>
(1) Potential common shares from the assumed exercise of options and warrants
were antidilutive for the quarter ended December 31, 1997.
See accompanying notes to consolidated financial statements.
2
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TIPPERARY CORPORATION AND SUBSIDIARIES
Consolidated Statement of Cash Flows
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Three months ended
December 31,
1997 1996
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (294) $ 978
Adjustments to reconcile net income
(loss) to net cash provided by
(used in) operating activities:
Depreciation, depletion and
amortization 961 935
Equity in loss of NGL fractionating
plant - 53
Tax effect of stock option exercise - 12
Change in assets and liabilities:
(Increase) decrease in receivables 65 (339)
Increase in inventory (30) -
(Increase) decrease in other
current assets 1 (39)
Decrease in accounts payable,
accrued liabilities, and
production and income taxes
payable (260) (848)
Decrease in advances from joint
owners (468) -
Increase (decrease) in royalties
payable 8 (9)
Other (5) (1)
---------- ----------
Net cash provided by (used in)
operating activities (22) 742
---------- ----------
Cash flows from investing activities:
Proceeds from asset sales 1,456 12
Investment in NGL fractionating plant - (10)
Capital expenditures (3,974) (1,252)
---------- ----------
Net cash used in investing activities (2,518) (1,250)
---------- ----------
Cash flows from financing activities:
Proceeds from issuance of stock 152 -
---------- ----------
Net cash provided by financing
activities 152 -
---------- ----------
Net decrease in cash and cash equivalents (2,388) (508)
Cash and cash equivalents at beginning of period 3,529 3,575
---------- ----------
Cash and cash equivalents at end of period $ 1,141 $ 3,067
========== ==========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 302 $ 182
Income taxes $ - $ -
Supplemental disclosure of non-cash investing
and financing activities:
Capital expenditures financed by
notes payable $ 885 $ -
</TABLE>
See accompanying notes to consolidated financial statements.
3
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TIPPERARY CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
- ---------------------
In the opinion of management, the accompanying unaudited financial statements
reflect all adjustments, consisting only of normal recurring adjustments, which
are necessary for a fair presentation of the consolidated financial position of
Tipperary Corporation (the "Company") at December 31, 1997, and the results of
its operations for the three-month periods ended December 31, 1997 and 1996.
The consolidated financial statements include the accounts of Tipperary
Corporation and its subsidiaries, all wholly-owned, and its share of assets,
liabilities, revenues and expenses of unincorporated joint ventures and
partnerships. The accounting policies followed by the Company are included in
Note 1 to the Consolidated Financial Statements in the Annual Report on Form
10-K for the year ended September 30, 1997. These financial statements should
be read in conjunction with the Form 10-K.
Impact of New Accounting Pronouncements
- ---------------------------------------
The Company adopted Statement of Financial Accounting Standards No. 128,
"Earnings per Share" ("SFAS 128") and Statement of Financial Accounting
Standards No. 129, "Disclosure of Information about Capital Structure" ("SFAS
129"), effective October 1, 1997. SFAS 128 simplifies the computation of
earnings per share by replacing primary and fully diluted presentations with new
"basic" and "diluted" disclosures. SFAS 129 requires entities that issue
securities other than ordinary common stock to make specified disclosures. The
adoption of these accounting standards had no impact on the Company's financial
statements.
The Company adopted Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information" ("SFAS
131"), effective October 1, 1997. SFAS 131 establishes standards for
disclosures regarding operating segments in both interim and annual financial
statements issued to shareholders and requires related disclosures about
products and services, geographic areas and major customers. This statement
need not be applied to interim financial statements in the initial year of its
application. The Company does not believe the adoption of SFAS 131 will result
in any significant disclosures in its financial statements for the year ending
September 30, 1998.
NOTE 2 - COMMITMENTS AND CONTINGENCIES
On March 14, 1997, the Company filed a complaint along with several other
plaintiffs in BTA OIL PRODUCERS, ET AL. V. MDU RESOURCES GROUP, INC., ET AL. in
Stark County Court in the Southwest Judicial District of North Dakota. The
plaintiffs are suing the defendants for breach of gas sales contracts, unjust
enrichment, implied trust and related business torts. The case concerns the
sale by plaintiffs and certain predecessors of natural gas processed at the
McKenzie Gas Processing Plant in North Dakota to Koch Hydrocarbons Company. It
also concerns the contracts for resale of that gas to MDU Resources Group, Inc.
and Williston Basin Interstate Pipeline Company. The defendants have answered
the complaint denying the claims, and discovery is in process.
4
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Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
OVERVIEW
Tipperary Corporation and its subsidiaries (the "Company") are principally
engaged in the exploration for and development and production of crude oil and
natural gas. The Company's major areas of operations are in the Permian Basin,
the Rocky Mountain and Mid-Continent areas of the United States, and in
Queensland, Australia, where it is involved in the development of a coalbed
methane project. The Company seeks to increase its oil and gas reserves through
exploration, exploitation and development projects and occasionally through the
purchase of producing properties.
FINANCIAL CONDITION
The Company had cash and temporary investments of $1,141,000 as of December 31,
1997, versus $3,529,000 as of September 30, 1997. At December 31, 1997, the
Company had a working capital deficit of $1,418,000. Excluding a $2,300,000
related party note due in October 1998, working capital was a positive
$882,000. Management has recently increased the Company's liquidity through an
increased borrowing base with its bank, discussed below. The Company has
historically funded its exploration, exploitation and development drilling
activities with cash flows from operations, borrowings, property sales, sales
of common stock and sales of partial interests in exploration projects to
industry partners. During the three months ended December 31, 1997, cash flows
were provided by the Company's oil and gas sales and the sale of producing oil
and gas properties.
Net cash used by operating activities was $22,000 during the fiscal 1998 quarter
and net cash provided by operating activities was $742,000 for the fiscal 1997
quarter. The decrease in net cash provided by operating activities was
attributable to lower production volumes, lower oil and gas prices and to the
repayment of an advance from joint owners. Management expects operations to
generate positive cash flows for the remainder of fiscal 1998.
During the three months ended December 31, 1997, the Company incurred capital
expenditures of $3,974,000 and received proceeds of $1,456,000 from a sale of
producing properties, resulting in net cash used in investing activities of
$2,518,000. The capital expenditures included an investment of $3,195,000 in
the Comet Ridge coalbed methane project in Queensland, Australia and $779,000 in
domestic exploration and other costs.
The Comet Ridge project expenditures of $3,195,000 included approximately
$2,300,000 toward the purchase of an additional 5% interest in the project and
$895,000 in gas gathering and compression, drilling and equipment costs and
other capital items. The Company's interest in the project is now 55.75% of
capital costs and 52.50% of operating expenses, and its net revenue interest is
46.22% prior to project payout. Subsequent to project payout, the Company's
interest is 45.35% of capital and operating expenses, and its net revenue
interest is 39.99%. The additional interest was acquired using cash on hand of
approximately $2,000,000 and a note payable of $885,000, including principal and
interest, due January 31, 1998. The acquisition agreement also provided for an
increase in the purchase price based upon certain costs incurred prior to
closing. The total purchase price was approximately $3,200,000. Subsequent to
December 31, 1997, the terms of the agreement were amended to provide for
payment of the remaining balance of $1,200,000 in two equal installments. The
first installment was paid on January 30, 1998, and the second installment is
due March 31, 1998.
During the first quarter of fiscal 1998, the Company and its co-venturers
completed construction of a gas gathering system and compressor station site.
This gathering system currently connects nine wells to the PG&E Queensland Gas
Pipeline. The Company recently entered into a contract for the sale of gas from
the Comet Ridge project and anticipates its share of initial volumes to be in
the range of 800 to 1,500 thousand cubic feet ("Mcf") per day at an estimated
average net-back price in U.S. dollars of $1.25 to $1.50 per Mcf.
Costs incurred for domestic exploration and other capital items during the first
quarter of fiscal 1998 totaled $779,000. Included in this amount are drilling
costs of approximately $618,000 and $161,000 in other capital expenditures. Of
the $161,000 in other capital expenditures, $149,000 was expended for
non-producing leasehold acquisitions. The Company's domestic exploration
activities have been focused in the Williston Basin of Montana and
North Dakota. During the current year quarter, the Company successfully
recompleted a well in Sheridan County, Montana and, together with industry
partners, drilled a well in Divide County, North Dakota, which is currently
undergoing completion procedures. The Company continued evaluating a well
drilled in the Divide Project during fiscal 1997, and has elected
5
<PAGE>
not to participate in further recompletion activities. Subject to the
availability of sufficient capital, the Company expects to continue drilling
activities in the Williston Basin in the third quarter of fiscal 1998.
During the quarter ended December 31, 1996, the Company incurred capital
expenditures of $1,252,000, received proceeds of $12,000 from miscellaneous oil
and gas property sales and funded an additional $10,000 in an Alabama natural
gas liquids ("NGL") fractionating plant, resulting in net cash used in investing
activities of $1,250,000. The capital expenditures included an investment of
$527,000 for the Company's share of cash advances for initial costs to drill
three wells in the Comet Ridge project, approximately $521,000 in domestic
development drilling costs, and $204,000 in other capital expenditures, of which
$70,000 was for non-producing leasehold acquisitions.
During the three months ended December 31, 1997, net cash provided by financing
activities was $152,000. These proceeds were received in connection with the
issuance of 50,000 shares of the Company's common stock to a former director
pursuant to the exercise of warrants and 19,334 common shares to an employee
pursuant to the 1987 Employee Stock Option Plan. There was no cash provided by
financing activities during the fiscal 1998 quarter; however, a note payable of
$885,000 was used to finance capital expenditures. The Company made no
principal payments in either period on its bank debt.
While the Company's cash flows are directly affected by oil and gas prices, the
Company's existing crude oil hedge positions partially mitigate the effects of
lower prices. The Company currently is a party to outstanding swap agreements
and put options which in combination provide a hedge on approximately 52% of its
projected oil production from January through June 1998. Swap agreements
covering 15,000 barrels of oil per month from January through March provide for
the Company to receive an average NYMEX price of $20.24 per barrel plus 50% of
price increases above $20.24. Swap agreements covering 5,000 barrels of oil per
month from April through June provide for the Company to receive an average
NYMEX price of $18.00 per barrel. The Company also has put options covering
15,000 barrels of oil per month from April through June at a NYMEX option strike
price of $18.00 per barrel. The premium was partially financed with $54,000
from the sale of previously acquired put options covering 5,000 barrels of oil
per month from January through April at a NYMEX option strike price of $20.00
per barrel. The difference between the Company's net price received at the
wellhead and the NYMEX price varies based on location and quality of oil sold.
The Company received net payments of $22,000 during the quarter related to its
hedging activities. Notwithstanding the Company's hedge positions, decreases in
oil and gas prices subsequent to December 31, 1997, could cause a significant
reduction in cash flows and could negatively impact the Company's efforts to
secure new financing.
The Company's bank credit agreement provides a maximum loan facility of
$40,000,000 subject to borrowing base limitations described below. The
agreement contains provisions for both fixed rate and variable rate borrowings.
At the Company's option, interest on the revolver, which is the variable rate
portion, has been payable at either the London Interbank Offered Rate ("LIBOR")
plus 1.5%, or the bank's Base Rate. The LIBOR-based option may be selected for
periods not exceeding 90 days. The outstanding loan balance at December 31,
1997, and September 30, 1997, was $13,844,000 under LIBOR/Base Rate loans. The
weighted average interest rate was 7.59% as of December 31, 1997, and 7.19% as
of September 30, 1997. Upon expiration of the revolver (the "Conversion Date"),
the principal balance will convert to a four-year term loan. During the first
quarter of fiscal 1998, the Conversion Date was extended by the bank from
October 5, 1998, to October 5, 1999. It may be extended again, although the
Company has no such assurance from the bank.
Certain of the Company's domestic oil and gas properties have been pledged as
security for the bank loan, and the bank has the option to place additional
liens on other unencumbered properties. The maximum borrowing base is
determined solely by the bank and is based upon its assessment of the value of
the Company's properties. This bank valuation is based upon the bank's
assumptions about reserve quantities, oil and gas prices, operating expenses and
other assumptions, all of which may change from time to time and which may
differ from the Company's assumptions. At December 31, 1997, the borrowing
base was $14,500,000. In February 1998, the bank increased the borrowing base
by $2,000,000, to $16,500,000. The Company agreed to a two-tranche revolver
with interest of LIBOR plus 2.5% or the bank's Base Rate on the first
$12,000,000 and LIBOR plus 3.8% or the bank's Base Rate plus 1% on the
remainder. The borrowing base is subject to redetermination semi-annually, with
the next redetermination on August 31, 1998. The Company is obligated to pay a
commitment fee of 3/8% per annum on any excess of the borrowing base over the
average outstanding loan balance.
6
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The Company intends to use its existing $2,656,000 in additional borrowing
capacity to pay the remaining $600,000 due March 31, 1998, related to the
acquisition of the additional 5% interest in the Comet Ridge project, fund
continued development of the project and, to a lesser extent, to fund domestic
exploration projects. Internal cash flow and the additional bank borrowing will
have to be supplemented with project financing, sales of existing assets, and/or
additional corporate debt or equity offerings in order for the Company to
execute its foreign and domestic exploration and development plans. The Company
is actively pursuing additional capital to repay the related party note payable
of $2,300,000 and fund both domestic exploration activities and further
development of the Comet Ridge project.
RESULTS OF OPERATIONS - COMPARISON OF THE THREE MONTHS ENDED DECEMBER 31, 1997,
AND 1996
The Company reported a net loss of $294,000 for the three months ended December
31, 1997, versus net income of $978,000 for the three months ended December 31,
1996. The gross profit from oil and gas sales decreased $1,341,000, or 51%, to
$1,301,000 in the first quarter of fiscal 1998 from $2,642,000 in the prior year
quarter due to a decrease in volumes produced and sold and to lower oil and gas
prices. The Company reported an operating loss of $89,000 in the fiscal 1998
period versus operating income of $1,270,000 in the corresponding period of
fiscal 1997. Following are detailed comparisons of the components of net income
for the respective periods:
Operating revenues for the three months ended December 31, 1997, decreased
$1,548,000, or 38%, to $2,564,000 from $4,112,000 reported for the corresponding
fiscal 1997 period. Oil volumes produced during the fiscal 1998 quarter
decreased 28% to 105,000 barrels from 146,000 barrels in the prior year's
quarter, decreasing revenue by $886,000. Gas volumes produced decreased 23% to
336,000 Mcf in the current quarter compared to 437,000 Mcf in the quarter ended
December 31, 1996, resulting in a $207,000 decrease in revenues. These volume
decreases are attributable to sales of producing properties and to natural
production declines. Average oil prices decreased 18% to $17.70 for the three
months ended December 31, 1997, from $21.60 for the corresponding prior year's
quarter, resulting in a $410,000 decrease in revenue. Gas prices decreased 7%
to $1.91 in the current quarter versus $2.05 in the prior year's quarter,
resulting in a $47,000 revenue decrease. Saltwater disposal and other revenues
increased $2,000 from the corresponding fiscal 1997 period.
Operating expenses decreased $207,000, or 14%, to $1,263,000 in the quarter
ended December 31, 1997, from $1,470,000 reported in the corresponding quarter
in fiscal 1997. The decrease was primarily attributable to the disposition of
producing properties. The Company's average lifting cost per equivalent barrel
produced increased to $7.55 in the three months ended December 31, 1997, from
$6.66 in the prior year's three-month period. This increase was attributable
primarily to declining production rates.
General and administrative expenses remained relatively flat, decreasing
$8,000, or 2%, to $429,000 in the quarter ended December 31, 1997, from $437,000
in the quarter ended December 31, 1996.
Depreciation, depletion and amortization ("DD&A") expense for the three months
ended December 31, 1997, increased by $26,000, or 3%, to $961,000 from $935,000
in the prior year quarter.
Interest income decreased $13,000, or 45%, to $16,000 in the quarter ended
December 31, 1997, from $29,000 in the corresponding prior year quarter. This
decrease is due to a decrease in cash and cash equivalents.
Interest expense decreased $24,000, or 10%, to $221,000 in the first quarter of
fiscal 1998 from $245,000 in the first quarter of fiscal 1997. When capitalized
interest is included, interest expense increased by $55,000. The increase is
attributable to an increase in outstanding debt and to an increase in interest
rates.
Income tax expense decreased $23,000 to $-0- in the first quarter of fiscal 1998
from $23,000 in the prior year quarter. The expense in the prior year quarter
reflects an effective rate of 2%, rather than 35%, because the Company has a net
operating loss carryover, but must pay federal alternative minimum tax at an
effective rate of 2%.
The Company reported equity in the loss of an NGL fractionating plant of $53,000
in the three months ended December 31, 1996, which was a result of start-up
operations. The Company sold its investment in the plant on September 30, 1997.
Information herein contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, which can be identified by
words such as "may," "will," "expect," "anticipate," "estimate" or "continue,"
7
<PAGE>
or comparable words. In addition, all statements other than statements of
historical facts that address activities that the Company expects or anticipates
will or may occur in the future are forward-looking statements. Readers are
encouraged to read the SEC reports of the Company, particularly its Form 10-K
for the fiscal year ended September 30, 1997, for meaningful cautionary language
disclosing why actual results may vary materially from those anticipated by
management.
8
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PART II - OTHER INFORMATION
---------------------------
Item 1. Legal Proceedings
- ------
See Note 2 to the consolidated financial statements under Part I -
Item 1.
Item 2. Changes in Securities
- ------
None
Item 3. Defaults Upon Senior Securities
- ------
None
Item 4. Submission of Matters to a Vote of Security Holders
- ------
None
Item 5. Other Information
- ------
None
Item 6. Exhibits and Reports on Form 8-K
- ------
(a) Exhibits:
--------
Filed in Part I
11. Computation of per share earnings
Filed in Part II
4.52 Amendment to Promissory Note, dated December 15, 1997,
between Registrant and Slough Parks Incorporated, filed
herewith.
4.53 Promissory Note dated October 31, 1997, in the amount
of $885,000 between Registrant and Amerind Oil Company,
Ltd., filed herewith.
(b) Reports on Form 8-K:
-------------------
None
9
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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.
Tipperary Corporation
--------------------------------------------
Registrant
Date: February 16, 1998 By: /s/ David L. Bradshaw
---------------------------------------
David L. Bradshaw, President, Chief
Executive Officer and Chairman of the
Board of Directors
Date: February 16, 1998 By: /s/ Paul C. Slevin
---------------------------------------
Paul C. Slevin, Chief Financial Officer
Date: February 16, 1998 By: /s/ Wayne W. Kahmeyer
---------------------------------------
Wayne W. Kahmeyer, Controller and
Principal Accounting Officer
AMENDMENT TO PROMISSORY NOTE
This Amendment to that certain Promissory Note, dated December 20, 1996, in
the principal amount of $2,300,000 (the "Note"), given by Tipperary Corporation,
as "Maker" therein, to Slough Parks Incorporated, as "Lender" therein, is made
this 15th day of December, 1997, by and between said Maker and Lender.
WHEREAS, the parties wish to extend the maturity date of the Note:
IT IS THEREFORE agreed that, upon the condition that the Lender obtains the
consent of Colorado National Bank, as provided in that certain Subordination
Agreement, dated December 20, 1996 (to which the Note is subject as provided in
Section 12 thereof), Section 2 of the Note is amended and restated in its
entirety to read as follows:
2. Maturity. The unpaid principal balance of this Note,
together with accrued and unpaid interest. Shall be due and payable
in full on October 31, 1998.
All other terms and provisions of the Note shall remain unchanged.
TIPPERARY CORPORATION SLOUGH PARKS INCORPORATED
By: /s/ David L. Bradshaw By: /s/ Marshall D. Lees
-------------------------------- -----------------------------------
David L. Bradshaw, President Marshall D. Lees, President
and Chief Executive Officer
<PAGE>
PROMISSORY NOTE
October 31, 1997 $885,000.00
FOR VALUE RECEIVED, the undersigned, TIPPERARY OIL & GAS CORPORATION
("Maker"), promises to pay to the order of AMERIND OIL COMPANY, LTD. (herein
called "Payee", which term shall herein in every instance refer to any owner or
holder of this Note) the sum of EIGHT HUNDRED EIGHTY-FIVE THOUSAND AND NO/100s
DOLLARS ($885,000.00) (which amount shall include both principal and interest
due Maker to Payee), being payable in lawful money of the United States of
America on or before January 31, 1998.
Maker may prepay this Note in whole or in part without being required to
pay any penalty or premium for such privilege.
In the event Maker fails to pay the full amount of this Note when due
(herein called "default"), then Payee shall have the option, to the extent
permitted by applicable law, to declare this Note due and payable, whereupon the
entire unpaid principal balance of this Note shall thereupon at once mature and
become due and payable without presentment, demand, protest or further notice of
any kind (including, but not limited to, notice of intention to accelerate or
notice of acceleration), all of which are hereby expressly waived by Maker and
if this Note is placed in the hands of an attorney for collection (whether or
not suit is filed), Maker agrees to pay all reasonable attorney's fees and all
expenses of collection and costs of court and default interest at the highest
lawful rate from the date of default until paid in full.
Maker waives grace, demand, presentment for payment, protest, notice of any
kind (including, but not limited to, notice of dishonor, notice of protest,
notice of intention to accelerate and notice of acceleration) and diligence in
collecting and bringing suit against Maker and agrees (i) to all extensions and
partial payments, with or without notice, before or after maturity, (ii) to any
substitution, exchange or release of any security now or hereafter given for
this Note, (iii) to the release of any party primarily or secondarily liable
hereon, and (iv) that it will not be necessary for Payee, in order to enforce
payment of this Note, to first institute or exhaust Payee's remedies against
Maker or any other party liable therefor or against any security for this Note.
Further, to the extent permitted by law, Maker waives the provisions of Tex.
Bus. & Com. Code Ann. Ch. 17, as amended.
It is the intention of the parties hereto to comply with applicable usury
laws; accordingly, notwithstanding any provision to the contrary in this Note,
or in any of the documents securing payment hereof or otherwise relating hereto,
in no event shall this Note, or such documents require the payment or permit the
collection of interest in excess of the maximum amount permitted by such laws.
If any such excess of interest is contracted for, charged, taken, reserved or
received under this Note or under the terms of any of the documents securing
payment hereof or otherwise relating hereto, or in the event the maturity of the
indebtedness evidenced by this
Page 1 of 3 Pages
<PAGE>
Note is accelerated in whole or in part, or in the event that all or part of the
principal or interest of this Note shall be prepaid, so that under any of such
circumstances the amount of interest contracted for, charged or received under
this Note or under any of the instruments securing payment hereof or otherwise
relating hereto, on the amount of principal actually outstanding from time to
time under this Note shall exceed the maximum amount of interest permitted by
applicable usury laws, then in any such event (a) the provisions of this
paragraph shall govern and control, (b) any such excess which may have been
collected shall at final maturity of said indebtedness either be applied as a
credit against the then unpaid principal amount hereof or be refunded to Maker,
at Payee's option, and (c) upon such final maturity the effective rate of
interest shall be automatically reduced to the maximum lawful rate allowed under
applicable usury laws as now or hereafter construed by the courts having
jurisdiction thereof. Without limiting the foregoing, all calculations of the
rate of interest contracted for, charged, taken, reserved or received under this
Note or under such other documents which are made for the purpose of determining
whether such rate exceeds the maximum lawful rate, shall be made, to the extent
permitted by law, by amortizing, prorating, allocating and spreading in equal
parts during the period of the full stated term of the loan evidenced hereby,
all interest at any time contracted for, charged, taken, reserved or received
from Maker or otherwise by Payee in connection with such indebtedness.
Except to the extent required by federal law, this Note shall be governed
by and construed under the laws of the State of Texas, provided however that
Maker and Payee agree that Tex. Civ. Ann. Art. 5069 Ch. 15 (which regulates
certain revolving loan accounts and tri-party agreements) shall not apply to any
revolving loan accounts created under this Note or maintained in connection
therewith. To the extent that the interest rate laws of the State of Texas are
applicable to this Note, the applicable interest rate ceiling is the indicated
(weekly) ceiling determined in accordance with Article 5069-l.04(a)(l) of the
Texas Revised Civil Statutes, as amended, and, to the extent that this Note is
deemed an open end account as such term is defined in Article 5069-1.01(f) of
the Texas Revised Civil Statutes, as amended, the Payee retains the right to
modify the interest rate in accordance with applicable law.
Maker warrants that this Note is executed solely for business or commercial
purposes, other than agricultural purposes and warrants that it is specifically
exempted under Section 226.3(a) of Regulation Z issued by the Board of Governors
of the Federal Reserve System and under Title I (Truth-in-Lending Act) and Title
V (General Provisions) of the Consumer Credit Protection Act, and that no
disclosures are required to be given under such regulations and federal laws in
connection with the above transaction.
Any check, draft, money order or other instrument given in payment of all
or any portion hereof may be accepted by Payee and handled in collection in the
customary manner, but the same shall not constitute payment hereunder or
diminish any rights of Payee except to the extent that actual cash proceeds of
such instrument are unconditionally received by Payee.
Page 2 of 3 Pages
<PAGE>
This Note is secured as provided in the Commercial Security Agreement of
even date herewith from Maker, as Debtor, to Payee, as Secured Party.
TIPPERARY OIL & GAS CORPORATION
BY: /s/ David L. Bradshaw
----------------------------------------------
David L. Bradshaw
President
- MAKER -
Page 3 of 3 Pages
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND STATEMENT OF OPERATIONS FOUND ON PAGES 1 AND 2 OF
THE COMPANY'S FORM 10-Q FOR THE THREE MONTHS ENDED DECEMBER 31, 1997, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-START> OCT-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 1,141
<SECURITIES> 0
<RECEIVABLES> 1,901
<ALLOWANCES> 0
<INVENTORY> 227
<CURRENT-ASSETS> 3,400
<PP&E> 137,457
<DEPRECIATION> 89,659
<TOTAL-ASSETS> 55,018
<CURRENT-LIABILITIES> 4,828
<BONDS> 13,844
0
0
<COMMON> 263
<OTHER-SE> 36,083
<TOTAL-LIABILITY-AND-EQUITY> 55,018
<SALES> 2,564
<TOTAL-REVENUES> 2,564
<CGS> 1,263
<TOTAL-COSTS> 2,653
<OTHER-EXPENSES> (16)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 221
<INCOME-PRETAX> (294)
<INCOME-TAX> 0
<INCOME-CONTINUING> (294)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (294)
<EPS-PRIMARY> (.02)
<EPS-DILUTED> (.02)
</TABLE>
