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 June 30, 1999
---------------------
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 August 16, 1999
- ---------------------------- ---------------------------
Common Stock, $.02 par value 15,152,157 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
June 30, 1999 and September 30, 1998 1
Consolidated Statement of Operations
Three months and nine months ended
June 30, 1999 and 1998 2
Consolidated Statement of Cash Flows
Nine months ended June 30, 1999 and 1998 3
Notes to Consolidated Financial
Statements 4-6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-12
Item 3. Quantitative and Qualitative Disclosure about
Market Risk 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 2. Changes in Securities 14
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security
Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURES 15
<PAGE>
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
TIPPERARY CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
(in thousands)
<TABLE>
<CAPTION>
June 30, September 30,
1999 1998
------------- -------------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 906 $ 633
Receivables 1,286 1,408
Inventory 218 218
Other current assets 400 66
------------- -------------
Total current assets 2,810 2,325
------------- -------------
Property, plant and equipment, at cost:
Oil and gas properties, full cost
method 133,646 136,647
Other property and equipment 2,603 2,571
------------- -------------
136,249 139,218
Less accumulated depreciation, depletion
and amortization (95,078) (92,626)
------------- -------------
Property, plant and equipment, net 41,171 46,592
------------- -------------
Noncurrent portion of deferred income
taxes, net 1,573 1,573
Other noncurrent assets 85 270
------------- -------------
$ 45,639 $ 50,760
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 1,307 $ 680
Accrued liabilities 350 341
Production taxes payable 44 103
Royalties payable 195 156
Current portion of notes payable
- related party 304 0
------------- -------------
Total current liabilities 2,200 1,280
------------- -------------
Long-term debt 11,800 16,500
Long-term notes payable - related party 7,390 2,700
Commitments and contingencies (Note 6)
Minority interest 538 -
Stockholders' equity
Common stock; par value $.02;
20,000,000 shares authorized;
15,161,755 issued and 15,133,955
outstanding in June; 13,161,755
issued and 13,133,955 outstanding
in September 303 263
Capital in excess of par value 107,977 105,564
Accumulated deficit (84,498) (75,476)
Treasury stock, at cost; 27,800 shares (71) (71)
------------- -------------
Total stockholders' equity 23,711 30,280
------------- -------------
$ 45,639 $ 50,760
============= =============
</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 Nine months ended
June 30, June 30,
------------------ ------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues $ 2,063 $ 2,224 $ 5,420 $ 7,032
Costs and expenses:
Operating 1,167 1,231 3,427 3,682
Depreciation, depletion and
amortization 675 1,020 2,555 2,965
General and administrative 454 308 1,692 1,190
Write-down of oil and gas
properties - 1,399 5,727 1,399
-------- -------- -------- --------
Total costs and expenses 2,296 3,958 13,401 9,236
-------- -------- -------- --------
Operating loss (233) (1,734) (7,981) (2,204)
Other income (expense):
Interest income 2 6 10 28
Interest expense (393) (397) (1,157) (948)
Foreign currency exchange gain
(loss) 12 (7) 34 (7)
-------- -------- -------- --------
Total other expense (379) (398) (1,113) (927)
-------- -------- -------- --------
Loss before income taxes (612) (2,132) (9,094) (3,131)
Income tax expense - (1,618) - (1,618)
-------- -------- -------- --------
Net loss before minority interest (612) (3,750) (9,094) (4,749)
Minority interest in loss of
subsidiary 34 - 72 -
-------- -------- -------- --------
Net loss $ (578) $ (3,750) $ (9,022) $ (4,749)
======== ======== ======== ========
Net loss per share - basic and
diluted $ (.04) $ (.29) $ (.62) $ (.36)
======== ======== ======== ========
Weighted average shares outstanding 15,134 13,131 14,533 13,113
======== ======== ======== ========
</TABLE>
See accompanying notes to consolidated financial statements.
2
<PAGE>
TIPPERARY CORPORATION AND SUBSIDIARIES
Consolidated Statement of Cash Flows
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Nine months ended
June 30,
--------------------------
1999 1998
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (9,022) $ (4,749)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation, depletion and amortization 2,555 2,965
Deferred income tax expense - 1,618
Write-down of oil and gas properties 5,727 1,399
Minority interest in loss of subsidiary (72) -
Change in assets and liabilities:
Decrease in receivables 122 502
Increase in inventory - (21)
Increase in other current assets (334) (8)
Increase (decrease) in accounts
payable, accrued liabilities,
production taxes payable 577 (425)
Increase (decrease) in royalties
payable 39 (13)
Other - (5)
----------- -----------
Net cash provided by (used in) operating
activities (408) 1,263
----------- -----------
Cash flows from investing activities:
Proceeds from asset sales 705 1,456
Capital expenditures (3,462) (7,511)
----------- -----------
Net cash used in investing activities (2,757) (6,055)
----------- -----------
Cash flows from financing activities:
Proceeds from borrowing 4,994 1,800
Principal repayments (4,700) -
Proceeds from issuance of stock 2,228 186
Proceeds from subsidiary sale of stock 610 -
Proceeds from issuance of warrants 310 -
Payment for debt and equity financing (4) -
----------- -----------
Net cash provided by financing activities 3,438 1,986
----------- -----------
Net increase (decrease) in cash and cash
equivalents 273 (2,806)
Cash and cash equivalents at beginning of
period 633 3,529
----------- -----------
Cash and cash equivalents at end of period $ 906 $ 723
=========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 1,006 $ 1,129
Income taxes $ - $ -
</TABLE>
See accompanying notes to consolidated financial statements.
3
<PAGE>
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 and its subsidiaries (the "Company") at June 30, 1999, and
the results of its operations for the three-month and nine-month periods ended
June 30, 1999 and 1998. The consolidated financial statements include the
accounts of Tipperary Corporation and its wholly-owned subsidiaries Tipperary
Oil & Gas Corporation and Burro Pipeline corporation, and its 90%-owned
subsidiary, Tipperary Oil & Gas (Australia) Pty Ltd., 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, 1998. These financial statements should
be read in conjunction with the Form 10-K.
Impact of New Accounting Pronouncements
- ---------------------------------------
In June 1998, the FASB issued Statement of Financial Accounting Standards No.
133, "Accounting for Derivative Instruments and Hedging Activities" ("SFAS
133"). This statement is effective for all fiscal quarters of fiscal years
beginning after June 15, 2000, and will be adopted by the Company effective
October 1, 2000. SFAS 133 requires companies to report the fair market value of
derivatives on the balance sheet and record in income or other comprehensive
income, as appropriate, any changes in the fair value of the derivative. The
Company does not believe that adoption of SFAS 133 will have a material impact
on its financial statements.
NOTE 2 - WRITE-DOWN OF OIL & GAS PROPERTIES
During the nine-month period ended June 30, 1999, the Company recorded a
$5,727,000 write-down of its U.S. oil and gas properties. As required under the
full cost method of accounting, capitalized oil and gas property costs, less
accumulated amortization and related deferred income taxes, are limited to the
present value of future net revenues, based on current oil and gas prices, from
proved reserves discounted at 10%, plus the lower of cost or market value of
unproved properties, less related income tax effects. This "ceiling test" must
be performed quarterly on a country-by-country basis. Based on December 31,
1998 prices, the Company recognized a non-cash impairment of its domestic oil
and gas properties in the amount of $5,727,000 pursuant to the ceiling
limitation. The write-down was primarily the result of a significant decrease
in crude oil and natural gas prices as of December 31, 1998. This write-down
may not be reversed based upon increases in oil and gas prices in a subsequent
reporting period.
NOTE 3 - RELATED PARTY TRANSACTION
On December 22, 1998, the Company closed a transaction involving debt and equity
financing of $11,700,000 provided by Slough Estates USA Inc. ("Slough"), the
Company's largest shareholder. This financing was comprised of a loan
commitment for $6,000,000 to be used for development of the Comet Ridge project
in Australia; $4,000,000 from the issuance of 2,000,000 shares of restricted
common stock and asset sales; and an additional loan in the amount of
$1,700,000.
The commitment for the $6,000,000 loan was made to the Company's Australian
subsidiary. As of June 30, 1999, $1,194,000 had been advanced against this
note, the proceeds of which are being used to fund an eight-well drilling
program and gas gathering system expansion. The loan is evidenced by a five-
year note bearing interest at the rate of 10% per annum. The terms of the note
also provide that Slough will receive additional payments based upon a
contractual payment right to 7% of gross revenues from both the existing and
eight proposed wells until the loan is paid in full, after which it will be
reduced to 7% of gross revenues from only the eight new wells for the life of
those wells.
4
<PAGE>
The shares of the Company's common stock were issued to Slough at a premium over
the market value on the date of closing. Of the $4,000,000 received by the
Company, $2,228,000 was recorded as proceeds from the issuance of common stock,
net of equity financing costs of $147,000, and the premium of $1,625,000 was
recorded as proceeds attributable to other assets acquired by Slough in the
transaction. Approximately $705,000 of the premium was allocated to the value
of the contractual payment right and was treated as a sale of a portion of the
Company's share of reserves in the Comet Ridge project. In accordance with the
requirements of the full cost method of accounting, the Australian full cost
pool was reduced by this amount. In connection with this transaction, the
Company issued to Slough ten percent of the common stock of the Australian
subsidiary and a warrant to purchase up to 500,000 shares of the Company's
common stock at $3.00 per share, exercisable during a five-year period beginning
in December 2000 and ending in December 2005. The remainder of the premium was
assigned to the warrant and to the common stock of the subsidiary in the amounts
of $310,000 and $610,000, respectively.
The loan of $1,700,000 was consolidated with previous loans from Slough into a
total note payable of $5,500,000 as of December 31, 1998. The $1,700,000
proceeds from this loan and the $4,000,000 proceeds from the issuance of common
stock and sale of assets were used to reduce the Company's bank debt by
$4,700,000 which reduced the loan balance due the bank to $11,800,000. The
remaining $1,000,000 of the proceeds from the financing was retained by the
Company for working capital and minor capital expenditures. On March 11, 1999,
the Company borrowed from Slough an additional $1,000,000 and combined this loan
and its then existing $5,500,000 loan from Slough into a new three-year note for
$6,500,000. The loan agreement provides for interest to be paid quarterly at
the London Interbank Offered Rate plus 3.5%.
NOTE 4 - MINORITY INTEREST IN SUBSIDIARY
Effective December 22, 1998, the Company issued to Slough ten percent of the
common stock of its Australian subsidiary in accordance with the terms of the
previously described debt and equity financing transaction. See Note 3 to the
Consolidated Financial Statements herein. The resulting non-Company owned
shareholder interest has been accounted for as a minority interest in the
accompanying Consolidated Financial Statements.
NOTE 5 - LOSS PER SHARE
The following table illustrates the computation of basic and diluted loss per
share (in thousands except per share data):
<TABLE>
<CAPTION>
Three months ended Nine months ended
June 30, June 30,
-------------------- --------------------
1999 1998 1999 1998
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Numerator:
Net loss $ (578) $ (3,750) $ (9,022) $ (4,749)
Denominator:
for basic net loss per share:
Weighted-average shares
outstanding 15,134 13,131 14,533 13,113
for diluted net loss per share:
Weighted-average shares
outstanding and
potential dilutive
shares(1) 15,134 13,131 14,533 13,113
- -------------------------------------------------------------------------------
Basic loss per share $ (0.04) $ (0.29) $ (0.62) $ (0.36)
Diluted loss per share $ (0.04) $ (0.29) $ (0.62) $ (0.36)
- -------------------------------------------------------------------------------
</TABLE>
(1)Potentially dilutive common stock shares from the exercise of options and
warrants were antidilutive for the three and nine-month periods ended June 30,
1999 and 1998, and therefore were not included in the computation of loss per
share.
5
<PAGE>
NOTE 6 - COMMITMENTS AND CONTINGENCIES
The Company is plaintiff in a lawsuit filed on August 6, 1998, styled TIPPERARY
CORPORATION AND TIPPERARY OIL & GAS (AUSTRALIA) PTY LTD. V. TRI-STAR PETROLEUM
COMPANY, Cause No. CV42,265, in the District Court of Midland County, Texas.
The complaint, which concerns the Comet Ridge coalbed methane project in
Queensland, Australia, alleges that Tri-Star Petroleum Company ("Tri-Star"),
operator of the project, has failed or refused to perform its duties under the
operating agreement, and seeks the removal of Tri-Star as operator, an
accounting of expenses charged to the joint interest account and unspecified
amounts for damages for breach of contract. Among the allegations in the
complaint are that Tri-Star has refused to allow the Company to inspect the
books and records of the project, has attempted to block the Company's right to
take its proportionate share of gas production in kind, may have improperly
billed expenses to the joint interest owners and has an impermissible conflict
of interest precluding it from acting as a reasonable and prudent operator.
Tri-Star has answered the complaint denying the claims and has filed a
counterclaim alleging that the Company has breached the operating agreement and
interfered with prospective contracts and business relations. Two additional
non-operating joint interest owners have intervened in the action as plaintiffs,
asserting a claim for the removal of Tri-Star as operator, and other claims
similar to those asserted by the Company. Discovery is in process.
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.
6
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
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 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 Tipperary Corporation, particularly its
Form 10-K for the year ended September 30, 1998, for meaningful cautionary
language disclosing why actual results may vary materially from those
anticipated by management.
Overview
Tipperary Corporation and its subsidiaries are principally engaged in the
production and development of and exploration for crude oil and natural gas.
The Company's major areas of operations in the United States are in the Permian
Basin, the Rocky Mountain and Mid-Continent areas. In Queensland, Australia,
the Company has a 55.75% capital interest in a producing coalbed methane project
and has been granted additional exploration permits which it believes are
prospective for coalbed methane and conventional gas. The Company seeks to
increase its oil and gas reserves through exploration, exploitation and
development projects and occasionally through the purchase of producing
properties. Approximately 65% of the Company's capital expenditures for the
past three years have been devoted to the Australian coalbed methane project.
Financial Condition, Liquidity and Capital Resources
The Company had cash and temporary investments of $906,000 as of June 30, 1999,
compared to $633,000 as of September 30, 1998. At June 30, 1999, the Company
had working capital of $610,000 compared to working capital of $1,045,000 as of
September 30, 1998. In recent years the Company's primary sources of funding
have been debt and equity financing, sales of non-core producing properties and
operating cash flows. During the nine months ended June 30, 1999, cash flows
were provided by sales of assets to and debt and equity financing from Slough
Estates USA Inc. ("Slough"), the Company's largest shareholder. These proceeds
were used to reduce bank debt and fund capital expenditures and operating
activities.
Net cash used in operating activities was $408,000 during the first nine months
of fiscal 1999, compared to $1,263,000 provided by operating activities during
the corresponding fiscal 1998 period. The decrease in net cash provided by
operations was primarily attributable to lower oil production volumes and lower
domestic oil and gas prices in the nine months ended June 30, 1999, as compared
to the prior year period.
During the nine months ended June 30, 1999, net cash expended for investing
activities totaled $2,757,000. The Company received $705,000 from Slough for
the contractual payment right to revenue from the Comet Ridge project. See Note
3 to the Consolidated Financial Statements herein. Capital expenditures of
$3,462,000 were incurred during the nine-month period, of which $3,109,000 was
attributable to the Australian Comet Ridge project. Costs expended to begin a
new eight-well drilling program in the Comet Ridge area totaled approximately
$836,000. Of the remaining expenditures in the Comet Ridge area, approximately
$512,000 was invested in inventory and gas gathering facilities. Two additional
wells were drilled at a cost of approximately $372,000 net to the Company.
Completion of these wells commenced subsequent to June 30, 1999. Other capital
expenditures totaling approximately $1,389,000 included costs associated with
seismic data gathering and other capital expenditures. The Company believes
that capital expenditures and operating expenses per Mcf for the Comet Ridge
project should be reduced and is currently involved in litigation with the
operator concerning this and other matters. See Note 6 to the Consolidated
Financial Statements herein.
Capital expenditures related to domestic operations totaled approximately
$353,000 during the nine months ended June 30, 1999. Additional interests in
two of the Company's operated wells were purchased for $79,000 and $54,000 was
expended for non-producing leasehold costs. Various other minor capital
expenditures totaled $220,000.
During the nine months ended June 30, 1998, the Company incurred capital
expenditures of $7,511,000 and received proceeds of $1,456,000 from a sale of
producing properties, resulting in net cash used in investing activities of
$6,055,000. The Company expended $4,984,000 for acquisition of an additional
interest in and funding of further development of the Comet Ridge coalbed
methane project in Queensland, Australia. The Comet Ridge project expenditures
of $4,984,000 included approximately $3,200,000 for the purchase of an
additional 5% interest in the project and $1,784,000 in gas gathering and
compression costs and other capital expenditures. Domestic capital expenditures
of $2,527,000 during the nine-month period ended June 30, 1998, included
exploration costs of $1,635,000, non-producing leasehold acquisition costs of
$583,000 and other capital expenditures of $309,000. The Company's domestic
exploration activities were focused in the Williston Basin of Montana and North
Dakota.
7
<PAGE>
During the nine months ended June 30, 1999, net cash provided by financing
activities was $3,438,000. Total borrowings of $4,994,000 included $2,894,000
received from Slough in connection with the financing transaction which closed
in December 1998 (see Note 3 to the Consolidated Financial Statements herein),
and other loans from Slough received during the current fiscal year totaling
$2,100,000. In connection with the December 1998 financing transaction, the
Company also received $4,000,000 from the issuance of 2,000,000 shares of the
Company's common stock to Slough. Since these shares were issued at a premium
over the market value of the stock on the date of closing, $2,228,000 was
recorded as proceeds from the issuance of common stock, net of equity financing
costs of $147,000, and the premium of $1,625,000 was attributable to other
assets acquired by Slough in the transaction. Of the total $1,625,000 proceeds,
$705,000 was for contractual payment rights to revenue from the Australian
reserves, $610,000 was for the sale of common stock of the Australian
subsidiary, and $310,000 was for a warrant Slough received to acquire
restricted shares of the Company's common stock. The total cash proceeds from
this transaction with Slough were $6,894,000. The Company used $4,700,000 to
reduce bank debt, $1,000,000 for capital expenditures and working capital, and
$1,194,000 to fund a new eight-well drilling program in the Comet Ridge area.
Additional borrowings in the amount of $2,100,000 were used for working capital
and minor capital expenditures.
During the nine months ended June 30, 1998, net cash provided by financing
activities of $1,986,000 included additional bank borrowings of $1,800,000 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 31,584 common shares to a director and to employees pursuant to warrants and
the 1987 Employee Stock Option Plan.
In recent years the Company has hedged a portion of its oil production to
provide a minimum weighted average sales price. As of June 30, 1999, the
Company had entered into several swap agreements, which provide a hedge on an
average of approximately 22% of its projected oil production for the months of
July through September 1999. A swap agreement covering 10,000 barrels of oil
for the month of July was entered into with an average NYMEX floor price of
$17.68 per barrel. The Company also hedged 5,000 barrels each of August and
September production at a NYMEX floor price of $18.14. Subsequent to June 30,
1999, the Company entered into two additional contracts to receive a NYMEX
price of $21.48 for an additional 10,000 barrels of September production, and a
a floor price of $20.05 for 10,000 barrels per month of production for October
through December 1999, retaining 50% of increases above this price.
The Company's actual price received for oil at the wellhead during the nine
months ended June 30, 1999, averaged $2.65 per barrel below the NYMEX oil price.
The Company made net payments related to its hedging activities of
$109,000 during the nine months ended June 30, 1999. During the first quarter
of fiscal 1999 the Company received $23,000 and during the third quarter the
Company made payments of $132,000. No production was hedged during the second
quarter of fiscal 1999. Payments received relating to hedging activities for
the nine-month period ended June 30, 1998, totaled $378,000. During the first,
second and third quarters of fiscal 1998 receipts were $22,000, $231,000 and
$125,000, respectively.
The Company's bank credit agreement (the "agreement") contains provisions for
both fixed rate and variable rate borrowings. The loan agreement, as amended,
provides for a two-tranche revolver with interest at either the London Interbank
Offered Rate ("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 LIBOR-based option may be selected for periods not exceeding 90
days. The outstanding bank debt at June 30, 1999 of $11,800,000 was under
LIBOR-based loans. At September 30, 1998, the Company had outstanding bank debt
of $16,500,000 under both LIBOR and Base Rate loans. The interest rate in
effect as of June 30, 1999, was 7.54% compared to a weighted average interest
rate of 8.48% as of September 30, 1998. Upon expiration of the revolver (the
"Conversion Date"), the principal balance will convert to a three-year term
loan. The Conversion Date was recently extended by the bank from October 5,
1999 to October 5, 2000.
The majority of the Company's domestic oil and gas properties have been pledged
as security for the bank loan. 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 June 30, 1999, the borrowing base was
$11,800,000. The borrowing base is subject to redetermination semi-annually and
is currently under review. Based on discussions with the bank, the Company
anticipates a reduction in the borrowing base although both the timing and
magnitude of such a reduction are uncertain. The agreement provides that the
Company cure a borrowing base deficiency within 30 days; however, the bank may
provide the Company an extension of time in which to do so. The deficiency
would have to be cured by reducing the principal balance of the outstanding loan
to an amount equal to or less than the borrowing base, since no additional
collateral is available to increase the borrowing base. The Company has not yet
determined how it will eliminate the anticipated borrowing base deficiency, but
its options include a refinancing or sale of assets.
8
<PAGE>
Due to a severe decline in oil and gas prices during the first quarter of fiscal
1999, the Company recorded a $5,727,000 non-cash write-down of its U.S. full
cost pool as of December 31, 1998. The lower oil and gas prices caused a
significant reduction of estimated future net revenues associated with the
Company's U.S. reserves. Under the full cost method of accounting, capitalized
oil and gas property costs, less accumulated amortization and related deferred
income taxes, may not exceed the present value of future net revenues from
proved reserves, plus the lower of cost or market value of unproved properties,
less related taxes. This "ceiling test" is performed quarterly. Based on oil
and gas prices at December 31, 1998, the Company's U.S. full cost pool exceeded
the calculated "ceiling" by $5,727,000. Accordingly, the book value of the
Company's oil and gas properties was written down by this amount as of December
31, 1998. Due to the increasing oil and gas prices during calendar 1999, no
further full cost pool write-downs were required during the second and third
quarters of fiscal 1999. However, under applicable accounting principles, the
first quarter write-down cannot be reversed as a result of the increase in
prices.
Low average oil and gas prices during the nine months ended June 30, 1999,
resulted in negative operating cash flows and caused the Company to shut in
approximately 10% of its operated domestic oil and gas production and implement
procedures to reduce general and administrative expenses. A 20% staff reduction
and planned reduction in other expenses resulted in a 25% decrease in budgeted
general and administrative expenses, excluding litigation costs associated with
the Comet Ridge project. Cash compensation paid during a three-month period
ended April 30, 1999, was also reduced as certain Company officers accepted a
portion of their compensation in the form of restricted shares of the Company's
common stock. Approximately 18,000 shares were issued to such officers in July
1999. While oil and gas prices have increased significantly in recent months,
management continues to monitor general and administrative expenses in an effort
to improve operating cash flows. Improved cash flows resulting from increased
prices, have been partially offset by lower production volumes resulting from
natural production declines and from wells that were shut in during the nine
months ended June 30, 1999.
The recent increases in oil and gas prices have allowed the Company to use
operating cash flows to fund minor recompletions and workovers during the last
few months. These activities have been undertaken in an effort to maintain or
increase production from certain of the Company's existing properties and
thereby mitigate overall natural production declines.
Additional increases in production from the Comet Ridge project are expected in
the near term as a result of the eight-well drilling program, which is being
financed with proceeds from the $6,000,000 commitment from Slough, discussed
above. During the nine months ended June 30, 1999, Slough advanced $1,194,000
under this loan agreement for costs incurred in the drilling program. A portion
of this financing may also be used to fund the Company's share of certain
minimum expenditure requirements on two non-producing leases on the project
acreage. Two wells drilled but not completed during the Company's first quarter
ended December 31, 1998, are now being completed in order to meet these
expenditure requirements. The Company expects to advance approximately $550,000
for its share of the completion costs during its fourth fiscal quarter ending
September 30, 1999.
As discussed above, the Company may seek additional financing or a sale of
assets to fund an anticipated bank borrowing base reduction. A portion of any
such financing or sales proceeds may also be used to fund additional capital
expenditures in both the United States and Australia.
YEAR 2000
The following information constitutes a "Year 2000 Readiness Disclosure" for
purposes of the Year 2000 Information and Readiness Disclosure Act.
The Year 2000 compliance issue, which is common to most companies, concerns the
inability of computer information systems to properly recognize and process
date-sensitive information as the Year 2000 approaches. This could result in
errors in information or significant system failures causing disruptions of
normal business operations. The Company continues to evaluate its computer
information and communication systems for Year 2000 readiness with the
assistance of an outside consulting firm.
The Company expects to resolve all issues relating to reprogramming, replacing
and testing the affected computer systems prior to September 30, 1999, so that
they are Year 2000 compliant. To this end, the Company upgraded its core
management information system during February 1999. The Company's management
information software applications have been modified and certified to be Year
2000 compliant by its software vendor. This modified software was installed in
March 1999. An on-site testing program is in process and is expected to be
completed by September 30, 1999. In addition, the Company is currently
conducting an inventory, review and assessment of its desktop computers,
networks, servers and software applications to determine whether they are Year
2000 compliant. Management is also reviewing internal non-information
technology systems for Year 2000 readiness and believes that they are Year 2000
compliant.
9
<PAGE>
The Company has contacted significant suppliers, purchasers, financial
institutions, and other key business partners to ascertain their Year 2000
readiness and to assess the extent to which the Company's operations may be
impacted should those organizations fail to properly update their computer
systems. The Company cannot assure that there will not be material adverse
effects if these third parties fail to convert their systems in a timely manner.
In order to mitigate the risk of potential failure of third parties to achieve
Year 2000 compliance, the Company may develop contingency plans.
Compliance costs incurred to date have not been material and the total cost of
the Year 2000 project is not expected to be material. Funding has been and will
continue to be provided by operating cash flows and expensed as incurred. Time
and cost estimates are based on currently available information. Actual results
could differ materially from these estimates.
RESULTS OF OPERATIONS - COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 1999, AND
1998
The Company reported a net loss of $578,000 for the three months ended June 30,
1999, compared to a net loss of $3,750,000 for the three months ended June 30,
1998. Operating losses were reduced $1,501,000 to a loss of $233,000 in the
fiscal 1999 quarter from an operating loss of $1,734,000 in the corresponding
prior year quarter. The fiscal 1998 third quarter loss included a $1,399,000
write-down of oil and gas assets and a $1,618,000 write-down of the deferred tax
asset.
Operating revenues for the three months ended June 30, 1999, decreased $161,000,
or 7%, to $2,063,000 from $2,224,000 in the corresponding fiscal 1998 quarter.
The decrease was attributable to lower oil and gas volumes sold from the
Company's domestic properties. Oil volumes sold decreased 24,000 barrels, or
22%, to 87,000 barrels versus 111,000 barrels in the prior year quarter,
decreasing revenue by $322,000. Gas volumes sold from the Company's domestic
properties decreased 77,000 Mcf, or 23%, to 256,000 Mcf in the current quarter
compared to 333,000 Mcf in the three months ended June 30, 1998, resulting in a
$129,000 decrease in revenue. Reduced oil and gas volumes sold in the current
year quarter resulted from natural production declines, from wells undergoing
remedial operations during the current fiscal year quarter and from wells on
which production was shut in or curtailed in response to the low product prices
seen earlier in the fiscal year. Average domestic oil and gas prices increased
for the three months ended June 30, 1999, as compared to prices for the three
month period ended June 30, 1998. Oil prices increased 5% to $14.08 per barrel
for the current fiscal quarter, from $13.40 per barrel for the corresponding
prior year quarter, resulting in a $59,000 revenue increase. Domestic gas
prices received increased 8% to $1.82 per Mcf in the current year quarter versus
$1.68 in the prior year quarter, resulting in revenue increases of $36,000.
Other domestic income, including saltwater disposal, increased $6,000 from the
corresponding quarter in the prior fiscal year.
The decrease in operating revenues from the Company's domestic properties was
offset by increased gas sales from the Company's Comet Ridge coalbed methane
project in Queensland, Australia, for the quarter ended June 30, 1999, as
compared to the quarter ended June 30, 1998. Gas sales in Australia for the
current year quarter were $347,000 as compared to $157,000 in the third quarter
of fiscal 1998, an increase of approximately 121%. Volumes sold increased
127,000 Mcf, or 99%, to 255,000 Mcf from 128,000 Mcf in the corresponding 1998
quarter, contributing $156,000 to increases in revenue. Increased revenues were
attributable to the commencement of sales in January 1999 under a five-year
contract, calling for delivery of up to approximately 5.5 million cubic feet of
gas per day. The U.S. dollar equivalent of gas prices received increased 11% to
$1.36 per Mcf in the quarter ended June 30, 1999, from $1.23 per Mcf in the
quarter ended June 30, 1998, increasing revenues $33,000.
Operating expenses for the three months ended June 30, 1999, decreased $64,000,
or 5%, to $1,167,000 from $1,231,000 reported in the corresponding quarter of
fiscal 1998. Operating expenses attributable to the Company's domestic
properties decreased $128,000, or 12%, to $924,000 from the prior year quarter's
costs of $1,052,000. The decrease resulted primarily from reduced operating
expenses for shut-in wells. Declining sales volumes in the current fiscal
quarter, however, caused an increase in the average lifting cost per equivalent
barrel to $6.96 in the three-month period of fiscal 1999 from $6.11 in the prior
year period.
Operating expenses attributable to the Company's Australian coalbed methane
project increased $64,000, or 36%, from $179,000 in the quarter ended June 30,
1998, to $243,000 in the current fiscal quarter. While the Company reported
higher operating expenses, the average lifting cost for the Comet Ridge project
decreased to $.95 per Mcf in the current fiscal quarter from $1.40 per Mcf in
the prior year quarter due to an increase in sales volumes. Monthly operating
and capital expenditures billed for the Comet Ridge project have generally
exceeded revenues from this project. The Company has disputed certain charges
and believes that operating and capital expenditures should be reduced
significantly. The Company is currently involved in litigation with the
operator of the project concerning this and other matters. See Note 6 to the
Consolidated Financial Statements herein.
10
<PAGE>
General and administrative expenses increased by $146,000, or 47%, to $454,000
during the three months ended June 30, 1999, compared to $308,000 for the prior
year period. The increase was primarily due to litigation costs associated with
the Comet Ridge coalbed methane project.
Depreciation, depletion and amortization ("DD&A") expense for the three months
ended June 30, 1999, decreased by $345,000, or 34%, to $675,000 from $1,020,000
reported for the comparable fiscal 1998 period. The decrease is attributable to
a lower DD&A rate per equivalent barrel resulting from the write-down of the
full cost pool effective December 31, 1998. A longer economic reserve life
based on increased product prices also contributed to the rate decrease. DD&A
expense for the third quarter of fiscal 1999 includes approximately $151,000
related to the Company's Australia project as compared to total DD&A for
Australia of $111,000 for the three months ended June 30, 1998. The increase is
due to increased production volumes in the current fiscal quarter.
Based on prices in effect at the quarter ended June 30, 1998, the value of
domestic oil and gas assets was written down by $1,399,000 and a related expense
recognized. No write-downs were taken in the third quarter of fiscal 1999.
Interest income decreased $4,000, or 67%, to $2,000 in the quarter ended June
30, 1999, from $6,000 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 June 30, 1999, decreased $4,000, or
1%, to $393,000 from $397,000 for the three months ended June 30, 1998, due to a
decrease in interest rates.
A foreign currency exchange gain of $12,000 was recorded during the quarter
ended June 30, 1999, related to revenue received in Australian dollars from the
Comet Ridge project in Queensland, Australia. The loss recorded in the prior
year quarter totaled $7,000.
Income tax expense of $1,618,000 for the quarter ended June 30, 1998, resulted
from an increase in the deferred tax asset valuation allowance. The increase in
the valuation allowance was attributable to a decrease in oil and gas prices.
No income tax benefit or expense has been recognized in the quarter ended June
30, 1999.
The net loss during the quarter ended June 30, 1999 excluded $34,000
attributable to the minority interest in the Australian subsidiary held by
Slough. The minority interest was acquired by Slough on December 22, 1998. See
Note 4 to the Consolidated Financial Statements herein.
RESULTS OF OPERATIONS - COMPARISON OF THE NINE MONTHS ENDED JUNE 30, 1999, AND
1998
The Company reported a net loss of $9,022,000 for the nine months ended June 30,
1999, versus a net loss of $4,749,000 for the nine months ended June 30, 1998.
The 1999 nine-month loss includes a $5,727,000 write-down of domestic oil and
gas properties, whereas the 1998 loss reflects $1,399,000 and $1,618,000 non-
cash write-downs of domestic properties and the Company's deferred income tax
asset, respectively. Operating losses increased $5,777,000 to a loss of
$7,981,000 in the first nine months of fiscal 1999 from a loss of $2,204,000 in
the prior year period. The increase was largely attributable to the
aforementioned write-down in the first quarter of fiscal 1999. Following are
detailed comparisons of the components of the respective periods.
Operating revenues for the nine months ended June 30, 1999, decreased
$1,612,000, or 23%, to $5,420,000 from $7,032,000 in the corresponding fiscal
1998 period. Oil volumes decreased 50,000 barrels, or 16%, to 269,000 barrels
versus 319,000 barrels in the prior year period, decreasing revenue by $774,000.
Domestic gas volumes decreased 65,000 Mcf, or 7%, to 918,000 Mcf in the current
year period compared to 983,000 Mcf in the nine months ended June 30, 1998,
resulting in a $116,000 decrease in revenues. The oil and gas volume decreases
resulted from naturally declining production rates and wells on which production
was curtailed in response to low oil and gas prices. Average oil prices
decreased 26% to $11.50 per barrel for the nine months ended June 30, 1999, from
$15.48 per barrel for the corresponding prior year period, resulting in a
$1,071,000 decrease in revenue. Prices received by the Company for domestic gas
sales decreased 12% to $1.56 per Mcf in the current year period versus $1.78 in
the prior year period, resulting in a $202,000 revenue decrease. An increase in
revenues of $579,000 was attributable to sales from the Comet Ridge coalbed
methane project in Queensland, Australia, which generated revenues of $810,000
on sales of 621,000 Mcf of gas in the nine months ended June 30, 1999, as
compared to revenues of $232,000 on sales of 184,000 Mcf in the prior fiscal
year period. This increase was attributable to the increase in sales volumes
previously discussed in the quarterly results. A 3% increase in the average
U.S. dollar equivalent gas price received to $1.30
11
<PAGE>
per Mcf in the current fiscal period from $1.26 per Mcf in the prior fiscal year
period was also attributable to a higher contract price for gas sales.
Saltwater disposal and other income decreased $28,000 from the corresponding
fiscal 1998 period.
Operating expenses decreased $255,000, or 7%, to $3,427,000 from $3,682,000
reported in the fiscal 1998 period. Operating expenses attributable to the
Company's domestic properties decreased $612,000, or 18%, with the average
lifting cost per equivalent barrel of domestic production decreasing 2% to $6.70
in the first nine months of fiscal 1999 from $6.86 in the prior year period.
The decreases are attributable to wells for which production has been shut in or
curtailed. The nine-month period ended June 30, 1999, included $617,000 of
operating expenses attributable to the Comet Ridge project in Australia, an
increase of $357,000, or 137%, from $260,000 in the prior year period. The
increase relates to costs incurred for the full nine months in the current
fiscal year period as compared to only partial period expenses in the prior
year. As discussed above under results for the quarter, the Company is
seeking to reduce operating and capital expenditures for the project. The
increase in sales volumes caused the Company's average lifting cost for the
Comet Ridge project to decrease to $.99 per Mcf for the nine months ended June
30, 1999, from $1.41 per Mcf in the prior year period.
General and administrative expenses increased $502,000, or 42%, to $1,692,000
during the nine months ended June 30, 1999, compared to $1,190,000 for the prior
year period, due primarily to costs associated with the Comet Ridge litigation.
See Note 6 to the Consolidated Financial Statements herein.
DD&A expense for the nine months ended June 30, 1999 decreased $410,000, or 14%,
to $2,555,000 from $2,965,000 reported for the comparable fiscal 1998 period.
The decrease is attributable to a lower DD&A rate per equivalent barrel
resulting primarily from the write-down of the full cost pool as of December 31,
1998. DD&A expense for the nine months ended June 30, 1999, includes $413,000
related to the Company's Australia project as compared to $145,000 for the prior
fiscal year-to-date. This increase is attributable to increased production
volumes from the Comet Ridge project in the current fiscal year.
During the nine-month period ended June 30, 1999, the Company recorded a non-
cash write-down of its oil and gas properties in the amount of $5,727,000 in
accordance with full cost accounting requirements. See Note 2 to the
Consolidated Financial Statements herein. A $1,399,000 write-down was recorded
during the nine months ended June 30, 1998.
Interest income decreased $18,000, or 64%, to $10,000 in the nine months ended
June 30, 1999, from $28,000 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 nine months ended June 30, 1999, increased $209,000, or
22%, to $1,157,000 from $948,000 for the nine months ended June 30, 1998. The
increase is attributable to an increase in long-term debt.
A foreign currency exchange gain of $34,000 was recognized during the nine
months ended June 30, 1999, related to revenue from the Comet Ridge project in
Queensland, Australia. There was a $7,000 loss in the prior year period.
Income tax expense of $1,618,000 for the nine months ended June 30, 1998,
resulted from an increase in the deferred tax asset valuation allowance. No
income tax benefit or expense has been recognized in the nine months ended June
30, 1999.
The net loss during the nine month fiscal period ended June 30, 1999, excluded
$72,000 attributable to the minority interest held by Slough in the Australian
subsidiary. The minority interest was acquired by Slough on December 22, 1998.
12
<PAGE>
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Commodity Price Risk
The Company's major market risk exposure is in pricing applicable to oil and gas
production. Prices realized for oil and gas sold can vary widely in response to
changing market conditions. Natural gas prices fluctuate based primarily on
weather patterns and regional supply and demand, while crude oil prices
fluctuate primarily based upon worldwide supply and demand. In an effort to
mitigate the effects of price volatility, the Company typically hedges a portion
of its crude oil, and occasionally natural gas production through several
methods. In cases where direct investments are made in futures contracts, gains
or losses on the hedges are deferred and recognized in income as the hedged
commodity is produced. The Company has in recent years hedged significant
portions of its crude oil sales primarily through both "swap" agreements and put
options with financial institutions based upon prices quoted by the New York
Mercantile Exchange ("NYMEX"). Under swap agreements, the Company receives a
floor price and sometimes retains 50% of price increases above the floor. Under
put options, the Company has the right, but not the obligation, to exercise the
option and receive the strike price for the volume of oil subject to the option.
The Company made payments of approximately $109,000 related to hedged oil
production during the nine months ended June 30, 1999. As of June 30, 1999, the
Company had entered into swap contracts for the period July 1999 through
September 1999 for total contract volumes of 20,000 barrels of oil at a weighted
average floor price of $17.91. The unrecognized losses on these contracts as of
June 30, 1999, totaled approximately $27,000 based on the market values on that
date.
Interest Rate Risk
The Company's risk associated with interest rate fluctuations relates to the
variable rate loans under its long-term debt that are benchmarked to LIBOR
interest rates. The outstanding bank debt at June 30, 1999, was $11,800,000
with interest payable at LIBOR plus 2.5%. Interest on long-term related party
debt of $6,500,000 is payable at LIBOR plus 3.5%. Interest on other current
and long term related party debt is payable at a rate of 10% per annum. The
Company has not entered into derivative financial instruments, such as interest
rate swaps, to hedge against fluctuations in interest rates because management
does not consider such risk to be significant.
Foreign Currency Exchange Rate Risk
The Company's market risk exposure related to foreign currency exchange rates
has not been deemed significant to date, but the Company may utilize foreign
currency hedging to mitigate exchange rate risk associated with its Australian
operations and project financing in the future.
13
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
- -------
See Note 6 to the Consolidated Financial Statements under Part I -
Item 1 of this report.
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 herewith.
See Note 5 to the Consolidated Financial Statements
under Part I - Item 1 of this report.
Filed in Part II
None
(b) Reports on Form 8-K:
None
14
<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: August 16, 1999 By: /s/ David L. Bradshaw
---------------------------------------------
David L. Bradshaw, President, Chief Executive
Officer and Chairman of the Board of
Directors
Date: August 16, 1999 By: /s/ Lisa S. Wilson
---------------------------------------------
Lisa S. Wilson, Chief Financial Officer
15
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<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 NINE MONTHS ENDED JUNE 30, 1999, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
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