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 March 31, 1998
----------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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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 May 14, 1998
- ---------------------------- ------------------------
Common Stock, $.02 par value 13,130,855 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
March 31, 1998 and September 30, 1997 1
Consolidated Statement of Operations
Three months and six months ended
March 31, 1998 and 1997 2
Consolidated Statement of Cash Flows
Six months ended March 31, 1998 and 1997 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 5-8
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>
March 31, September 30,
1998 1997
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<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 964 $ 3,529
Receivables 1,425 1,966
Inventory 218 197
Current portion of deferred income taxes, net 18 229
Other current assets 229 123
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Total current assets 2,854 6,044
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Property, plant and equipment, at cost:
Oil and gas properties, full cost method 136,071 131,578
Other property and equipment 2,548 2,476
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138,619 134,054
Less accumulated depreciation, depletion and
amortization (90,618) (88,708)
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Property, plant and equipment, net 48,001 45,346
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Noncurrent portion of deferred income taxes, net 3,173 2,962
Other noncurrent assets 627 643
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$ 54,655 $ 54,995
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ - $ -
Note payable - related party 2,300 2,300
Accounts payable 625 1,275
Accrued liabilities 307 288
Advances from joint owners 303 468
Production taxes payable 135 159
Royalties payable 169 173
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Total current liabilities 3,839 4,663
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Long-term debt 15,144 13,844
Commitments and contingencies (Note 2)
Stockholders' equity
Common stock; par value $.02; 20,000,000
shares authorized; 13,158,655 issued and
13,130,855 outstanding 263 262
Capital in excess of par value 105,558 105,375
Accumulated deficit (70,078) (69,078)
Treasury stock, at cost; 27,800 shares (71) (71)
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Total stockholders' equity 35,672 36,488
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$ 54,655 $ 54,995
============= =============
</TABLE>
See accompanying notes to consolidated financial statements.
1
<PAGE>
TIPPERARY CORPORATION AND SUBSIDIARIES
Consolidated Statement of Operations
(in thousands, except per share data)
(unaudited)
<TABLE>
<CAPTION>
Three months ended Six months ended
March 31, March 31,
------------------- -------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Revenues $ 2,244 $ 3,064 $ 4,808 $ 7,176
Costs and expenses:
Operating 1,188 1,446 2,451 2,916
General and administrative 453 382 882 819
Depreciation, depletion and
amortization 984 749 1,945 1,684
-------- -------- -------- --------
Total costs and expenses 2,625 2,577 5,278 5,419
-------- -------- -------- --------
Operating income (loss) (381) 487 (470) 1,757
Other income (expense):
Interest income 6 30 22 59
Interest expense (330) (210) (551) (455)
-------- -------- -------- --------
Total other expense (324) (180) (529) (396)
-------- -------- -------- --------
Income (loss) before
income taxes (705) 307 (999) 1,361
Income tax benefit (expense) - 18 - (5)
-------- -------- -------- --------
Income (loss) before equity in
loss of NGL fractionating plant (705) 325 (999) 1,356
Equity in loss of NGL
fractionating plant - (140) - (193)
-------- -------- -------- --------
Net income (loss) $ (705) $ 185 $ (999) $ 1,163
======== ======== ======== ========
Earnings (loss) per common share
Basic and diluted(1) $ (.05) $ .01 $ (.08) $ .09
======== ======== ======== ========
Weighted average shares outstanding
Basic 13,122 13,050 13,103 13,050
======== ======== ======== ========
Diluted 13,290 13,288 13,344 13,270
======== ======== ======== ========
</TABLE>
(1) Potential common shares from the assumed exercise of options and warrants
were antidilutive for the three and six months ended March 31, 1998.
See accompanying notes to consolidated financial statements.
2
<PAGE>
TIPPERARY CORPORATION AND SUBSIDIARIES
Consolidated Statement of Cash Flows
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Six months ended
March 31,
-------------------------
1998 1997
---------- ----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ (999) $ 1,163
Adjustments to reconcile net income (loss)
to net cash provided by operating activities:
Depreciation, depletion and amortization 1,945 1,684
Equity in loss of NGL fractionating plant - 193
Change in assets and liabilities:
Decrease in receivables 541 83
Increase in inventory (21) (6)
Increase in other current assets (106) (49)
Decrease in accounts payable, accrued
liabilities and production taxes
payable (655) (499)
Decrease in advances from joint owners (165) -
Decrease in royalties payable (4) (3)
Other (4) (1)
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Net cash provided by operating activities 532 2,565
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Cash flows from investing activities:
Proceeds from asset sales 1,456 29
Investment in NGL fractionating plant - (21)
Capital expenditures (6,037) (5,545)
---------- ----------
Net cash used in investing activities (4,581) (5,537)
---------- ----------
Cash flows from financing activities:
Proceeds from borrowing 1,300 2,300
Principal repayments - (150)
Proceeds from issuance of stock 184 -
---------- ----------
Net cash from financing activities 1,484 2,150
---------- ----------
Net decrease in cash and cash equivalents (2,565) (822)
Cash and cash equivalents at beginning of period 3,529 3,575
---------- ----------
Cash and cash equivalents at end of period $ 964 $ 2,753
========== ==========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 632 $ 449
Income taxes $ - $ 1
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
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 and its wholly-owned subsidiaries (the "Company") at March
31, 1998, and the results of its operations for the three-month and six-month
periods ended March 31, 1998, and 1997. The consolidated financial statements
include the accounts of the Company 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.
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
<PAGE>
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 and production
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 $964,000 as of March 31, 1998,
versus $3,529,000 as of September 30, 1997. At March 31, 1998, the Company had
a working capital deficit of $985,000. Excluding a $2,300,000 related party
note due in October 1998, working capital was a positive $1,315,000. The
Company has recently increased its short-term 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 six months ended March 31, 1998, cash flows were provided by the
Company's oil and gas operations, the sale of producing oil and gas properties
and proceeds from bank borrowing.
Net cash provided by operating activities was $532,000 during the fiscal 1998
period, compared to $2,565,000 for the fiscal 1997 period. The decrease in net
cash provided by operating activities was primarily attributable to lower
production volumes and lower oil and gas prices.
During the six months ended March 31, 1998, the Company incurred capital
expenditures of $6,037,000 and received proceeds of $1,456,000 from a sale of
producing properties, resulting in net cash used in investing activities of
$4,581,000. The capital expenditures included an investment of $4,493,000 in
the Comet Ridge coalbed methane project in Queensland, Australia and $1,544,000
in domestic exploration and other costs.
The Comet Ridge project expenditures of $4,493,000 included approximately
$3,200,000 toward the purchase of an additional 5% interest in the project and
$1,293,000 in gas gathering and compression 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%.
During the first quarter of fiscal 1998, the Company and its co-venturers in the
Comet Ridge project completed construction of a gas gathering system and
compressor station site, which currently connects nine wells to the PG&E
Queensland Gas Pipeline. During the quarter ended March 31, 1998, the Company
entered into a contract for the sale of gas and sold approximately 1,000
thousand cubic feet ("Mcf") per day beginning in early February. The Company
recently entered into an agreement under the contract which will increase gas
sales to approximately 1,750 Mcf per day net to the Company's interest.
Domestic capital expenditures of $1,544,000 included exploration costs of
approximately $987,000 and non-producing leasehold acquisition costs of
approximately $331,000. The Company's domestic exploration activities have been
focused in the Williston Basin of Montana and North Dakota. During the second
half of fiscal 1997 and the first half of fiscal 1998, the Company has
participated in five successfully completed wells out of six attempts in Montana
and North Dakota. These wells were all exploratory wells based upon three-
dimensional ("3-D") seismic data. Subject to the availability of sufficient
capital, the Company expects to continue drilling activities in the Williston
Basin in the third and fourth quarters of fiscal 1998. The Company recently
announced that it entered into an agreement with an industry partner under which
the Company will transfer 50% of its interest in approximately 31,000 net
leasehold acres in its Missouri River project area in Montana in exchange for
certain technically defined prospects and proprietary seismic data. The Company
and the industry partner then plan to jointly conduct 3-D seismic surveys over
the areas of interest.
During the six months ended March 31, 1997, the Company's efforts were focused
on the production and development of the Comet Ridge project and its domestic
exploration projects in Montana and North Dakota. The Company was also involved
in development drilling on its existing properties. During this period, net
cash used in investing activities of $5,537,000 included capital expenditures of
$5,545,000, proceeds of $29,000 from miscellaneous oil and gas property sales
and another investment of $21,000. The capital expenditures
5
<PAGE>
included an investment of $4,042,000 in the Comet Ridge project, $997,000 in
domestic development drilling costs and $506,000 in other capital expenditures,
of which $300,000 was for domestic leasehold acquisitions. The investment in
the Comet Ridge project included approximately $2,300,000 for the purchase price
of an additional 5% interest in the project. The balance of
$1,742,000 was expended primarily for the Company's share of costs to drill and
complete three wells, for continued de-watering of the Fairview area wells and,
to a lesser extent, to advance funds for the purchase of gas gathering and
compression equipment.
During the six months ended March 31, 1998, net cash provided by financing
activities of $1,484,000 included additional bank borrowings of $1,300,000 and
proceeds 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 30,584 common shares to employees pursuant to the 1987 Employee Stock Option
Plan. During the six months ended March 31, 1997, the Company received a loan
of $2,300,000 from its largest shareholder. These proceeds were used to acquire
an additional 5% interest in the Comet Ridge project.
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
short-term price decreases. The Company currently is a party to outstanding
swap agreements and put options which in combination provide a hedge on
approximately 50% of its projected oil production from April through September
1998. Two swap agreements, each covering 5,000 barrels of oil per month from
April through June, provide for the Company to receive a NYMEX price of $18.00
and $15.00 per barrel, respectively. 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 Company has also entered into swap agreements covering 10,000
barrels of oil per month for July through September at a floor of $16.40 plus
50% of price increases above the floor. The Company's actual price received for
oil at the wellhead during the first half of fiscal 1998 averaged $2.58 per
barrel below the average NYMEX oil price. This difference varies based on
location and quality of oil sold.
During the three months and six months ended March 31, 1998, the Company
received net payments of $231,000 and $253,000, respectively, related to its
hedging activities. Notwithstanding the Company's hedge positions, decreases in
oil and gas prices subsequent to March 31, 1998, 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 (the "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
March 31, 1998, and September 30, 1997, was $15,144,000 and $13,844,000,
respectively. The weighted average interest rate was 8.38% as of March 31,
1998, 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 September 30, 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 and its bank entered into an
amendment to the loan agreement which provides for a two-tranche revolver with
interest of either LIBOR plus 2.5% or the bank's Base Rate on the first
$12,000,000 and either LIBOR plus 3.8% or the bank's Base Rate plus 1% on the
remainder.
The Company may make the selection between LIBOR or the bank's Base Rate. 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.
The Company intends to use existing cash, operating cash flows and its
additional borrowing capacity to fund domestic exploration projects and limited
capital expenditures of the Comet Ridge project. 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.
6
<PAGE>
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 MARCH 31, 1998, AND
1997
The Company reported a net loss of $705,000 for the three months ended March 31,
1998, compared to net income of $185,000 for the three months ended March 31,
1997. Operating income decreased $868,000 to a loss of $381,000 in the fiscal
1998 quarter from operating income of $487,000 in the corresponding quarter of
fiscal 1997. The decrease in operating income is due to lower oil and gas
prices during the three months ended March 31, 1998, as compared to the prior
year quarter. Following are detailed comparisons of the components of the
respective periods.
Operating revenues for the three months ended March 31, 1998, decreased
$820,000, or 27%, to $2,244,000 from $3,064,000 in the corresponding fiscal 1997
quarter. Oil volumes decreased 4,000 barrels, or 4%, to 103,000 barrels versus
107,000 barrels in the prior year quarter, decreasing revenue by $77,000. Gas
volumes sold from the Company's domestic properties decreased 10,000 Mcf, or 3%,
to 314,000 Mcf in the current quarter compared to 324,000 Mcf in the three
months ended March 31, 1997, resulting in a $31,000 decrease in revenues.
Volume decreases attributable to sales of producing properties and natural
declines in production rates were partially offset by new production from
exploration projects during the fourth quarter of fiscal 1997 and first six
months of fiscal 1998. Average oil prices decreased 19% to $15.45 per barrel
for the three months ended March 31, 1998, from $19.16 per barrel for the
corresponding prior year quarter, resulting in a $382,000 decrease in revenue.
Domestic gas prices decreased 43% to $1.75 per Mcf in the current year quarter
versus $3.06 in the prior year quarter, resulting in a $411,000 revenue
decrease. During the quarter ended March 31, 1998, the Company recorded
revenues of US$73,000 on sales of 56,000 Mcf from the Comet Ridge coalbed
methane project in Queensland, Australia. Saltwater disposal and other income
increased $8,000 from the corresponding fiscal 1997 quarter.
Operating expenses decreased $258,000, or 18%, to $1,188,000 from $1,446,000
reported in fiscal 1997. The Company's average lifting cost per equivalent
barrel of domestic production decreased 15% to $6.94 in the three month period
of fiscal 1998 from $8.21 in the prior year period. These decreases are
attributable to sales of marginal producing properties during the first quarter
of fiscal 1998 and to a decrease in production taxes resulting from lower oil
and gas prices. Operating expenses of $80,000 during the quarter ended March
31, 1998, were related to the initial sales from the Comet Ridge project.
General and administrative expenses increased by $71,000, or 19%, to $453,000
during the three months ended March 31, 1998, compared to $382,000 for the prior
year period. The increase was primarily due to an increase in payroll costs.
Depreciation, depletion and amortization ("DD&A") expense for the three months
ended March 31, 1998, increased by $235,000, or 31%, to $984,000 from $749,000
reported for the comparable fiscal 1997 period. The increase is attributable to
a higher DD&A rate per equivalent barrel resulting primarily from shorter
economic reserve life based on lower oil and gas prices. DD&A expense for the
second quarter of fiscal 1998 includes approximately $14,000 related to the
initial sales from the Company's Australia project.
Interest income decreased $24,000, or 80%, to $6,000 in the quarter ended March
31, 1998, from $30,000 in the corresponding prior year quarter. This decrease
is due to a decrease in the average balance of cash and cash equivalents.
Interest expense for the three months ended March 31, 1998, increased $120,000,
or 57%, to $330,000 from $210,000 for the three months ended March 31, 1997.
When capitalized interest is included, interest expense increased by $51,000.
Such increase is attributable to an increase in debt and to higher interest
rates.
An income tax benefit of $18,000 for the second quarter of fiscal 1997 resulted
from adjustments to the expected income tax liability. There was no income tax
expense or benefit recorded in the fiscal 1998 quarter.
The Company reported equity in loss of an NGL fractionating plant of $140,000 in
the three months ended March 31, 1997. The Company sold its investment in the
plant on September 30, 1997.
RESULTS OF OPERATIONS - COMPARISON OF THE SIX MONTHS ENDED MARCH 31, 1998, AND
1997
The Company reported a net loss of $999,000 for the six months ended March 31,
1998, versus net income of $1,163,000 for the six months ended March 31, 1997.
Operating income decreased $2,227,000 to a loss of $470,000 in the first six
months of fiscal 1998 from a income of $1,757,000 in the prior year period.
This decrease was attributable to lower oil
7
<PAGE>
and gas prices and a decrease in production volumes during the first six months
of fiscal 1998 as compared to the first half of fiscal 1997. Following are
detailed comparisons of the components of the respective periods.
Operating revenues for the six months ended March 31, 1998, decreased
$2,368,000, or 33%, to $4,808,000 from $7,176,000 in the corresponding fiscal
1997 period. Oil volumes decreased 45,000 barrels, or 18%, to 208,000 barrels
versus 253,000 barrels in the prior year period, decreasing revenue by $926,000.
Domestic gas volumes decreased 111,000 Mcf, or 15%, to 650,000 Mcf in the
current year period compared to 761,000 Mcf in the six months ended March 31,
1997, resulting in a $275,000 decrease in revenues. These volume decreases were
due to the sale of producing properties and to declining production rates.
Average oil prices decreased 19% to $16.58 per barrel for the six months ended
March 31, 1998, from $20.57 per barrel for the corresponding prior year period,
resulting in a $830,000 decrease in revenue. Prices received by the Company for
domestic gas sales decreased 26% to $1.84 per Mcf in the current year period
versus $2.48 in the prior year period, resulting in a $416,000 revenue decrease.
The Company recorded revenues of US$73,000 on sales of 56,000 Mcf from initial
gas sales commencing in February 1998 from the Comet Ridge coalbed methane
project in Queensland, Australia. Saltwater disposal and other income decreased
$8,000 from the corresponding fiscal 1997 period.
Operating expenses related to the Company's domestic properties decreased
$546,000, or 19%, to $2,370,000 from $2,916,000 reported in the fiscal 1997
period. The Company's average lifting cost per equivalent barrel of domestic
production decreased 1% to $7.25 in the first six months of fiscal 1998 from
$7.32 in the prior year period. These decreases are attributable to sales of
marginal producing properties during the first quarter of fiscal 1998 and to a
decrease in production taxes resulting from lower oil and gas prices. The six
month period ended March 31, 1998, included $80,000 of operating expenses
attributable to the Comet Ridge project in Australia discussed above under the
comparison of results for the quarters ended March 31, 1998 and 1997.
General and administrative expenses increased by $63,000, or 8%, to $882,000
during the six months ended March 31, 1998, compared to $819,000 for the prior
year period. This increase was due to higher payroll costs.
DD&A expense for the six months ended March 31, 1998, increased by $261,000, or
15%, to $1,945,000 from $1,684,000 reported for the comparable fiscal 1997
period. The increase is attributable to a higher DD&A rate per equivalent
barrel resulting primarily from shorter economic reserve life based on lower oil
and gas prices. DD&A expense for the six months ended March 31, 1998, includes
approximately $14,000 related to the initial sales from the Company's Australia
project.
Interest income decreased $37,000, or 63%, to $22,000 in the six months ended
March 31, 1998, from $59,000 in the corresponding prior year period. This
decrease is due to a decrease in the average balance of cash and cash
equivalents.
Interest expense for the six months ended March 31, 1998, increased $96,000, or
21%, to $551,000 from $455,000 for the six months ended March 31, 1997. When
capitalized interest is included, interest expense increased by $106,000. Such
increase is attributable to an increase in debt and to higher interest rates.
Current income tax expense decreased to $-0- in the six months ended March 31,
1998, from $5,000 in the first six months of fiscal 1997. The expense in the
prior year period reflects an effective federal tax rate of 2%, rather than 35%,
because the Company utilized a portion of its net operating loss carryover.
The Company, however, must pay the alternative minimum tax at an effective rate
of 2%.
The Company reported equity in the loss of an NGL fractionating plant of
$193,000 in the six months ended March 31, 1997. 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,"
or comparable words. In addition, all statements other than statements of
historical facts that address activities that Tipperary expects or anticipates
will or may occur in the future are forward-looking statements. Readers are
encouraged to read the SEC reports of Tipperary, 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
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
- ------
See Note 2 to the consolidated financial statements under Part I -
Item 2. Changes in Securities
- ------
None
Item 3. Defaults Upon Senior Securities
- ------
None
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Shareholders on January 27,
1998, and proxies for such meeting were solicited pursuant to
Regulation 14A adopted under the Securities Exchange Act of 1934.
There was no solicitation in opposition to management's nominees for
directors as listed in the proxy statement and all such nominees were
elected. The table below summarizes voting results:
<TABLE>
<CAPTION>
Votes For Votes Withheld
---------- --------------
<C> <C> <C>
Kenneth L. Ancell 9,766,872 22,880
David L. Bradshaw 9,714,612 75,140
Eugene I. Davis 9,766,162 23,590
Douglas Kramer 9,599,699 190,053
Marshall D. Lees 9,716,122 73,630
</TABLE>
In addition, the shareholders ratified the selection of Price
Waterhouse LLP as independent auditors. The vote was 9,759,795 for,
22,187 against and 7,770 abstained.
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
4.54 Sixth Amendment of Revolving Credit and Term Loan
Agreement by and among Tipperary Corporation,
Tipperary Oil & Gas Corporation, and U.S. Bank, N.A.,
f/k/a Colorado National Bank dated February 13, 1998,
filed herewith.
4.55 Amendment of Subordination Agreement and Consent
of Subordinating Party between Slough Parks
Incorporated, and U.S. Bank, N.A., f/k/a Colorado
National Bank, dated February 13, 1998, filed herewith.
4.56 Agreement between Tipperary Oil & Gas Corporation as
Maker and Amerind Oil Company, Ltd., as Payee to extend
maturity date of Promissory Note, filed herewith.
27 Financial Data Schedule
(b) Reports on Form 8-K:
None
9
<PAGE>
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: May 15, 1998 By: /s/ David L. Bradshaw
-----------------------------------
David L. Bradshaw, President, Chief
Executive Officer and Chairman of
the Board of Directors
Date: May 15, 1998 By: /s/ Lisa S. Wilson
-----------------------------------
Lisa S. Wilson, Chief Financial
Officer (Principal Financial and
Accounting Officer)
10
<PAGE>
AMENDMENT OF SUBORDINATION AGREEMENT AND
CONSENT OF SUBORDINATING PARTY
THIS AMENDMENT OF SUBORDINATION AGREEMENT AND CONSENT OF SUBORDINATING
PARTY (this "Amendment"), dated as of February 13, 1998, is between SLOUGH PARKS
INCORPORATED, a Delaware corporation ("Subordinating Party"), and U.S. BANK
NATIONAL ASSOCIATION, a national banking association ("USB"), f/k/a COLORADO
NATIONAL BANK ("CNB").
RECITALS
A. Subordinating Party and CNB executed and delivered a
Subordination Agreement dated as of December 20, 1996 (the "Subordination
Agreement"), pursuant to which, among other things, Subordinating Party
subordinated certain obligations owed to Subordinating Party by Tipperary
Corporation, a Texas corporation ("Borrower"), to any and all obligations owed
to CNB by Borrower under or in connection with a Revolving Credit and Term Loan
Agreement dated as of March 30, 1992, as amended (the "Loan Agreement"), among
Borrower, et al. and CNB.
B. USB is the successor in interest to CNB.
C. Borrower is executing and delivering to USB a Sixth Amendment of
Revolving Credit and Term Loan Agreement dated as of February 13, 1998 (the
"Sixth Amendment"), pursuant to which Borrower and USB are extending the
"Conversion Date" (as defined in the Loan Agreement) to October 5, 1999,
increasing the "Borrowing Base" (as defined in the Loan Agreement) available
under the Loan Agreement to $16,500,000, increasing certain interest rates
payable under the Loan Agreement and amending certain other terms and provisions
of the Loan Agreement.
D. The execution and delivery of this Amendment by Subordinating
Party is a condition to the effectiveness of the Sixth Amendment.
CONSENT
NOW, THEREFORE, in consideration of $10,000 and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged:
1. CONSENT. Subordinating Party hereby consents to the transactions
set forth in and contemplated by the Sixth Amendment, including without
limitation the extension of the "Conversion Date" (as defined in the Loan
Agreement) to October 5, 1999, the increase in the "Borrowing Base" (as defined
in the Loan Agreement) available under the Loan Agreement to $16,500,000 and the
increase in certain interest rates payable under the Loan Agreement.
<PAGE>
2. AMENDMENT. All references in the Subordination Agreement to
"Colorado National Bank" or "CNB" shall be deemed to be references to U.S. Bank
National Association f/k/a Colorado National Bank.
This Amendment may be executed in any number of counterparts, each of
which shall be an original and no one of which need be signed by all of the
parties, but all of which together shall constitute one and the same instrument.
Subordinating Party hereby ratifies the Subordination Agreement and confirms
that it remains valid, enforceable and in full force and effect.
DATED as of February 13, 1998.
SLOUGH PARKS INCORPORATED
By: /s/ Marshall D. Lees
---------------------------------------
Vice President and Chief
Financial Officer
U.S. BANK NATIONAL ASSOCIATION
f/k/a COLORADO NATIONAL BANK
By: /s/ Charles S. Searle
---------------------------------------
Senior Vice President
EXTENSION AGREEMENT
Reference is hereby made for all purposes to that certain promissory note
dated October 31, 1997, in the original principal amount of $885,000.00 (the
"Note"), given by Tipperary Oil & Gas Corporation ("Tipperary") as Maker to
Amerind Oil Company, Ltd. ("Amerind") as Payee. That Note called for a final
maturity date of January 31, 1998. Tipperary has requested that Amerind extend
the maturity of that promissory note by 60 days, and Amerind is agreeable to
that extension, subject to the terms and provisions hereof. Accordingly, for
valuable consideration, Amerind and Tipperary have agreed as follows:
1. Amerind acknowledges receipt of a partial payment of $600,000.00 made by
Tipperary against the amount due and payable under the Note.
2. Tipperary promises to pay to Amerind the sum of $600,000.00 on or before
March 31, 1998. That payment, taken together with the partial payment made
by Tipperary, constitutes more than the amount owed under the terms and
provisions of the Note originally; the additional funds have been agreed to
by Tipperary and Amerind in consideration of the extension of the maturity
of the Note made hereby.
3. Amerind agrees to accept the 600,000.00 partial payment made by Tipperary
on January 29, 1998, plus the $600,000.00 payment to be made by Tipperary
on or before March 31, 1998, in full and final satisfaction of the Note.
Upon receipt of such amounts, Amerind will mark the original note "paid," a
return it to Tipperary. Amerind will also execute UCC-3 Financing
Statement forms, releasing the security interests given to Tipperary by
Amerind to secure payment of the Note, and deliver multiple originals
thereof to Tipperary.
Executed by the parties, effective for all purposes as of January 30, 1998.
AMERIND OIL COMPANY, LTD.
By: /s/ Robert C. Leibrock
----------------------
Robert C. Leibrock, General Partner
TIPPERARY OIL & GAS CORPORATION
By: /s/ David L. Bradshaw
---------------------
David L. Bradshaw, President
SIXTH AMENDMENT OF REVOLVING CREDIT AND TERM LOAN AGREEMENT
THIS SIXTH AMENDMENT OF REVOLVING CREDIT AND TERM LOAN AGREEMENT (this
"Amendment"), dated as of February 13, 1998, is by and among TIPPERARY
CORPORATION, a Texas corporation ("Tipperary"), TIPPERARY OIL & GAS CORPORATION,
a Texas corporation ("TOG"), and U.S. BANK NATIONAL ASSOCIATION, a national
banking association ("USB"), f/k/a COLORADO NATIONAL BANK, a national banking
association ("CNB").
RECITALS
A. Tipperary, TOG and CNB are parties to a Revolving Credit and Term
Loan Agreement dated as of March 30, 1992, as amended (as so amended, the "Loan
Agreement"), setting forth the terms upon which CNB would make loans to
Tipperary and TOG and by which such loans would be governed. Capitalized terms
used herein but not defined herein shall have the same meanings as set forth in
the Loan Agreement.
B. USB is the successor to CNB.
C. Tipperary, TOG and USB wish to enter into this Amendment in order
to amend further certain terms and provisions of the Loan Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of $10.00 and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. LOAN AGREEMENT. The Loan Agreement shall be, and hereby is,
amended, effective as of the date hereof:
(a) All references in the Loan Agreement to "Colorado National
Bank" shall be changed to be references to "U.S. Bank National Association."
(b) The Borrowing Base under the Loan Agreement for the time
period commencing February 13, 1998 and ending August 31, 1998 shall be
increased to $16,500,000. The semi-annual Borrowing Base redetermination
scheduled for July 31, 1998 under Section 2.14 of the Loan Agreement shall be
re-scheduled to August 31, 1998. To the extent that the outstanding principal
balance of the Loan exceeds $12,000,000 at any time, Borrowers shall designate
not more than two LIBO rate tranches (and from and after March 27, 1998, one
LIBO Rate tranche) having an aggregate principal amount of exactly $12,000,000
as the "Low-Interest Portion" of the Loan.
(i) In line 19 of Section 2.9 on page 15 of the Loan Agreement,
the "Maturity Date" shall remain unchanged at September 5, 2002. The reference
in Clause 2) of Section 2.9 on
<PAGE>
page 15 of the Loan Agreement to the Term Loan amortizing in "48 equal monthly
principal payments" shall be changed to "36 equal monthly principal payments."
2. LOAN DOCUMENTS. All references in any document to the Loan
Agreement shall refer to the Loan Agreement, as amended pursuant to this
Amendment.
3. CONDITIONS PRECEDENT. The obligations of the parties under this
Amendment are subject, at the option of USB, to the prior satisfaction of the
condition that Tipperary and TOG shall have delivered to USB the following (all
documents to be satisfactory in form and substance to USB and, if appropriate,
duly executed and/or acknowledged on behalf of the parties other than USB):
(a) This amendment.
(b) An Amendment of Subordination Agreement and Consent of
Subordinating Party in the form of Exhibit A attached hereto and made a
part hereof.
(c) any and all other loan documents required by USB, including
without limitation such amendments and supplements to the Collateral
Documents as may be required by USB.
(d) A loan fee in the amount of $10,000.
4. REPRESENTATIONS AND WARRANTIES. Tipperary and TOG hereby certify
to USB that as of the date of this Amendment all of Tipperary's and TOG's
representations and warranties contained in the Loan Agreement are true,
accurate and complete in all material respects, no Event of Default has
occurred under the Loan Agreement, and no event has occurred that with the
passage of time or notice, or both, would constitute an Event of Default under
the Loan Agreement.
5. CONTINUATION OF THE LOAN AGREEMENT. Except as specified in this
Amendment, the provisions of the Loan Agreement shall remain in full force and
effect, and if there is a conflict between the terms of this Amendment and those
of the Loan Agreement, the terms of this Amendment shall control.
6. EXPENSES. Tipperary and TOG shall pay all reasonable expenses
incurred in connection with the transactions contemplated by this Amendment,
including without limitation all reasonable fees and expenses of USB's attorney
and any and all recording and filing fees, charges and expenses.
7. MISCELLANEOUS. This Amendment shall be governed by and construed
under the laws of the State of Colorado and shall be binding upon and inure to
the benefit of the parties hereto and their successors and assigns. This
Amendment may be executed in any number of counterparts, each of which shall be
an original, but all of which together shall constitute one instrument.
<PAGE>
Executed as of the date first above written.
TIPPERARY CORPORATION
By: /s/ David L. Bradshaw
--------------------------------------------
David L. Bradshaw,
President
TIPPERARY OIL & GAS CORPORATION
By: /s/ David L. Bradshaw
--------------------------------------------
David L. Bradshaw,
President
U.S. BANK NATIONAL ASSOCIATION
f/k/a/ COLORADO NATIONAL BANK
By: /s/ Charles S. Searle
--------------------------------------------
Charles S. Searle,
Senior Vice President
<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 SIX MONTHS ENDED MARCH 31, 1998, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> SEP-30-1998
<PERIOD-END> MAR-31-1998
<CASH> 964
<SECURITIES> 0
<RECEIVABLES> 1,425
<ALLOWANCES> 0
<INVENTORY> 218
<CURRENT-ASSETS> 2,854
<PP&E> 138,619
<DEPRECIATION> 90,618
<TOTAL-ASSETS> 54,655
<CURRENT-LIABILITIES> 3,839
<BONDS> 15,144
0
0
<COMMON> 263
<OTHER-SE> 35,409
<TOTAL-LIABILITY-AND-EQUITY> 54,655
<SALES> 4,808
<TOTAL-REVENUES> 4,808
<CGS> 2,451
<TOTAL-COSTS> 5,278
<OTHER-EXPENSES> (22)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 551
<INCOME-PRETAX> (999)
<INCOME-TAX> 0
<INCOME-CONTINUING> (999)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (999)
<EPS-PRIMARY> (.08)
<EPS-DILUTED> (.08)
</TABLE>
