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
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For the quarterly period ended December 31, 1995
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OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period from _____________ to _______________
Commission File Number 1-7796
TIPPERARY CORPORATION
(Exact name of registrant as specified in its charter)
Texas 75-1236955
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
633 Seventeenth Street, Suite 1550
Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 293-9379
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes ____X_______ No ___________
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding February 13, 1996
- ------------------------------- -----------------------------
Common Stock, $.02 par value 11,209,604 shares
TIPPERARY CORPORATION AND SUBSIDIARIES
Index to Form 10-Q
Page No.
PART I. FINANCIAL INFORMATION (UNAUDITED)
Item 1. Financial Statements
Consolidated Balance Sheet
December 31, 1995 and September 30, 1995 1
Consolidated Statement of Operations
Three months ended December 31, 1995 and 1994 2
Consolidated Statement of Cash Flows
Three months ended December 31, 1995 and 1994 3 3
Notes to Consolidated Financial Statements 4
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 5 5
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 9
Item 2. Changes in Securities 9
Item 3. Defaults Upon Senior Securities 9
Item 4. Submission of Matters to a Vote of Security Holders 9
Item 5. Other Information 9
Item 6. Exhibits and Reports on Form 8-K 9
SIGNATURES 10
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
TIPPERARY CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
(in thousands)
(unaudited)
December 31, September 30,
1995 1995
------------ -------------
ASSETS
Current assets:
Cash and cash equivalents $ 3,721 $ 4,193
Receivables 2,060 2,355
Inventory 190 190
Current portion of deferred income taxes, net 44 21
Other current assets 231 176
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Total current assets 6,246 6,935
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Property, plant and equipment, at cost:
Oil and gas properties, full cost method 113,541 113,188
Other property and equipment 2,229 1,998
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115,770 115,186
Less accumulated depreciation, depletion and
amortization (82,545) (81,527)
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Property, plant and equipment, net 33,225 33,659
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Noncurrent portion of deferred income taxes, net 3,147 3,170
Investment in preferred stock 1,770 1,770
Investment in NGL fractionating plant 2,079 1,454
Other noncurrent assets 45 56
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$ 46,512 $ 47,044
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ - $ -
Accounts payable 586 775
Accrued liabilities 138 194
Income taxes payable 41 42
Production taxes payable 259 257
Royalties payable 165 212
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Total current liabilities 1,189 1,480
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Long-term debt 15,746 15,746
Commitments and contingencies (Note 2)
Stockholders' equity
Common stock; par value $.02; 20,000,000 shares
authorized; 11,237,404 issued and 11,209,604
outstanding 225 225
Capital in excess of par value 98,424 98,424
Accumulated deficit (69,001) (68,760)
Treasury stock, at cost; 27,800 shares (71) (71)
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Total stockholders' equity 29,577 29,818
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$ 46,512 $ 47,044
========= =========
See accompanying notes to consolidated financial statements.
1
TIPPERARY CORPORATION AND SUBSIDIARIES
Consolidated Statement of Operations
(in thousands, except per share data)
(unaudited)
Three months ended
December 31,
------------------------
1995 1994
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Revenues $ 2,631 $ 2,941
Costs and expenses:
Operating 1,298 1,374
General and administrative 349 337
Depreciation, depletion and amortization 1,028 1,431
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Total costs and expenses 2,675 3,142
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Operating loss (44) (201)
Other income (expense):
Interest income 68 20
Dividend income 22 22
Interest expense (256) (260)
Research and development expense - (12)
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Total other expense (166) (230)
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Loss before income tax (210) (431)
Current income tax expense (3) -
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Loss before equity in loss of
NGL fractionating plant (213) (431)
Equity in loss of NGL fractionating plant (28) -
--------- ---------
Net loss $ (241) $ (431)
========= =========
Net loss per share $ (.02) $ (.04)
========= =========
Weighted average shares outstanding 11,210 11,188
========= =========
See accompanying notes to consolidated financial statements.
2
TIPPERARY CORPORATION AND SUBSIDIARIES
Consolidated Statement of Cash Flows
(in thousands)
(unaudited)
Three months ended
December 31,
------------------------
1995 1994
--------- ---------
Cash flows from operating activities:
Net loss $ (241) $ (431)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depreciation, depletion and amortization 1,028 1,431
Equity in loss of NGL fractionating plant 28 -
Deferred lease obligation - (3)
Change in assets and liabilities:
Decrease in receivables 295 760
(Increase) decrease in other current assets (55) 266
Increase (decrease) in accounts payable,
accrued liabilities, and production
and income taxes payable (244) 120
Decrease in royalties payable (47) (175)
Other 1 5
--------- ---------
Net cash provided by operating activities 765 1,973
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Cash flows from investing activities:
Proceeds from asset sales 56 4
Investment in NGL fractionating plant (653) (342)
Capital expenditures (640) (1,352)
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Net cash used in investing activities (1,237) (1,690)
--------- ---------
Net increase (decrease) in cash and
cash equivalents (472) 283
Cash and cash equivalents at beginning of period 4,193 2,308
--------- ---------
Cash and cash equivalents at end of period $ 3,721 $ 2,591
========= =========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 255 $ 257
Income taxes $ 3 $ -
See accompanying notes to consolidated financial statements.
3
TIPPERARY CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Management's Representation
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In the opinion of management, the accompanying unaudited financial statements
reflect all adjustments, consisting only of normal recurring adjustments, which
are necessary for a fair presentation of the consolidated financial position of
Tipperary Corporation (the "Company") at December 31, 1995, and the results of
its operations for the three-month periods ended December 31, 1995 and 1994.
The consolidated financial statements include the accounts of Tipperary
Corporation and its subsidiaries, all wholly-owned, and its share of assets,
liabilities, revenues and expenses of unincorporated joint ventures and
partnerships. The accounting policies followed by the Company are included in
Note 1 to the Consolidated Financial Statements in the Annual Report on Form 10-
K for the year ended September 30, 1995. These financial statements should be
read in conjunction with the Form 10-K.
Impact of New Accounting Pronouncements
- ---------------------------------------
In 1995, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of" ("SFAS 121") and Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"). The Company must adopt the provisions of SFAS 121
and SFAS 123 no later than its fiscal year ending September 30, 1997, although
earlier adoption is encouraged. SFAS 121 requires the write-down to market
value of certain long-lived assets. SFAS 123 requires the recording of or
disclosure of the value of stock options or other equity instruments issued to
employees. The Company has not determined the effect, if any, that the adoption
of either SFAS 121 or SFAS 123 will have on its financial condition or results
of operations.
NOTE 2 - COMMITMENTS AND CONTINGENCIES
On August 7, 1995, Tri-Star Petroleum Company ("Tri-Star"), the operator of the
Comet Ridge coalbed methane project in Australia, filed a declaratory judgment
action against the Company and another participant in the project, styled TRI-
STAR PETROLEUM COMPANY V. AMERIND OIL COMPANY, LTD., AND TIPPERARY OIL & GAS
CORPORATION, Cause No. 40689, in the 238th Judicial District, Midland County,
Texas. Tri-Star contends, and has asked the Court to declare, that the Company
and the other defendant repudiated the joint operating agreement which governs
the project, and that under the terms of that agreement, both defendants
forfeited their interest in acreage not held by production from existing wells.
The Company has answered, denying the allegations and that Tri-Star is entitled
to any relief. In addition the Company has filed a counterclaim seeking a
declaratory judgment and an injunction prohibiting Tri-Star from transferring or
purporting to transfer the Company's interest in the project. The Company
believes the suit is without merit and is vigorously defending its interest in
the project. The Company does not anticipate that this matter will have a
material adverse effect on its financial condition or results of operations.
The Company is a Defendant in a lawsuit filed on September 20, 1991 styled
VALERO TRANSMISSION, L.P. V. J. L. DAVIS V. TIPPERARY CORPORATION, Cause No.
91-09-00357-CVF, in the 81st Judicial District, Frio County, Texas. The case
involves gas purchase contracts between Valero and Davis. The Company
previously owned 50% of Davis' interest in the contracts. Valero claimed it had
overpaid Davis under the contracts and requested damages for breach of contract
from Davis. Davis thereafter filed a third-party petition against the Company
requesting that the Company reimburse Davis for 50% of any amounts paid to
Valero on account of the claims made by Valero in its original petition. Valero
and Davis have now settled the claims between themselves, and Davis has
requested that the Company reimburse Davis for 50% of such settlement to the
extent that the settlement covers time periods in which Davis and the Company
each owned a 50% interest in the contracts. The Company has answered the
lawsuit, denying the claims of Davis, and the Company intends to vigorously
defend all claims made in the suit. The Company does not anticipate that this
matter will have a material adverse effect on its financial condition or results
of operations.
4
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FINANCIAL CONDITION
The Company had cash and temporary investments of $3,721,000 as of December 31,
1995, versus $4,193,000 as of September 30, 1995. The Company has continued to
utilize cash on hand along with cash flows from producing properties to fund its
domestic and international exploration projects and construction of the NGL
fractionating plant.
Cash flows were provided primarily by the Company's producing oil and gas
properties during both the three months ended December 31, 1995 and 1994. Net
cash provided by operating activities was $765,000 and $1,973,000 for the three
months ended December 31, 1995 and 1994, respectively. The decrease was
attributable primarily to declining revenues, and to higher prepaid expenses and
payments of accrued payables and other liabilities during the fiscal 1996
quarter as compared to the corresponding quarter in fiscal 1995. The Company
made no principal payments in either period on its long term debt, all of which
was owed to the Company's commercial bank lender.
During the three months ended December 31, 1995, the Company incurred $640,000
in capital expenditures, invested an additional $653,000 in the construction of
the Alabama NGL fractionating plant, and received proceeds of $56,000 from the
sale of producing oil and gas properties, resulting in net cash used in
investing activities of $1,237,000. The capital expenditures of $640,000 were
incurred primarily in domestic oil and gas operations. During the quarter ended
December 31, 1994, net cash used in investing activities of $1,690,000 included
$750,000 of expenditures on the Comet Ridge project in Queensland, Australia,
$186,000 expended on the Williston Basin exploration project in Montana, and
$342,000 advanced toward the construction of the NGL fractionating plant, with
the balance attributable to various domestic development drilling projects.
While the Company's cash flows are directly affected by oil and gas prices, the
Company's existing hedge positions partially mitigate the effects of lower oil
prices. The Company presently has hedged, under swap agreements, an average of
14,400 barrels per month (approximately 39%) of its projected fiscal 1996 oil
production subsequent to December 31, 1995. These swaps provide an average
floor price of approximately $16.41 per barrel as quoted on the New York
Mercantile Exchange ("NYMEX"). These hedging agreements allow upside
participation percentages of 50% of price increases above the specific floor
level. The Company's actual price received at the wellhead during the first
quarter of fiscal 1996 averaged $2.26 per barrel below NYMEX prices. None of
the Company's gas production is currently hedged. Net payments pursuant to the
Company's hedging activities for the quarters ended December 31, 1995 and 1994
were approximately $14,000 and $49,000, respectively. Notwithstanding the
Company's hedging positions, decreases in oil and gas prices subsequent to
December 31, 1995 could cause a significant reduction in cash flows available
for the funding of capital projects and reduction of bank debt and could
negatively impact the Company's efforts to secure new financing.
The Company's bank credit agreement provides a maximum facility of $40,000,000,
subject to borrowing base limitations described below. At the Company's option,
interest is payable at either (i) the bank's Base Rate or (ii) the London
Interbank Offered Rate ("LIBOR") plus 1.5%. The LIBOR-based option may be
selected for periods not exceeding 90 days. At December 31, 1995, the weighted
average interest rate for amounts under the revolver was 7.62%. The agreement
provides for a $10,000,000 fixed rate loan at 5.92%, with interest payable
monthly and principal due in full on September 30, 1996. The bank and the
Company have agreed that, upon maturity, the fixed rate loan will convert to a
revolving loan pursuant to the current terms of the revolver. The total
outstanding loan balance at December 31, 1995 was $15,746,000; $10,000,000 under
the fixed rate loan and $5,746,000 under the LIBOR/Base Rate loan. Upon the
expiration of the revolver, the loan converts to a four-year term loan on April
5, 1997. This conversion date has been extended by the bank in the past and may
be extended again, although the Company has no such guarantee. 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, any of which may change from time to time and
which may not agree with the Company's assumptions. At September 30, 1995, the
borrowing base remained at $16,400,000, but is expected by management, based on
conversations with the bank, to be reset at approximately $16,000,000 in
February 1996. Should the outstanding loan balance ever exceed the borrowing
base, the Company is required to either (i) make a cash payment to the bank
equal to or greater than such excess or (ii) provide additional collateral to
the bank to increase the borrowing base by the amount of the deficit. The
Company is obligated to pay a commitment fee of 3/8% per annum on the difference
between the average outstanding loan balance and the nominated
5
borrowing base. The credit agreement provides that the Company may not pay
dividends without the prior approval of the bank.
The Company has minimal remaining unused borrowing capacity, and is therefore
attempting to establish additional oil and gas reserves through its exploration
projects, which, if successful, could increase its borrowing base with the bank.
The Company anticipates that in order to complete its capital projects and
sustain growth, internal cash flow and bank financing will have to be
supplemented with project financing and/or additional corporate debt or equity
offerings. The Company presently anticipates using cash on hand, existing cash
flows, additional bank financing and any additional external financing to pursue
both its domestic and international exploratory projects, to possibly purchase
additional producing oil and gas properties and to maintain a modest level of
developmental drilling. The Company's capital investment has been directed
primarily to the following projects.
Domestic Exploration
- --------------------
Missouri River Project. The Company owns an 87.5% undivided interest in
approximately 45,000 acres in its Missouri River Project area in the Williston
Basin of Montana. During fiscal 1995, a 3-D seismic survey was conducted over
approximately 30% of the project area, resulting in the identification of
several drillable prospects. The Company has permitted and staked well
locations to test two of the prospects and began drilling one location in
January, 1996. As of September 30, 1995, the Company's investment in the
project totaled approximately $1,815,000. An additional $25,000 was incurred
during the first quarter of fiscal 1996, bringing the total investment to
$1,840,000 as of December 31, 1995. The Company's share of estimated costs to
drill and test the initial well is approximately $450,000. Should the well be
completed, the Company would expect to expend an additional sum of approximately
$500,000 for completion costs.
Other Williston Basin Prospects. In different areas of the Williston Basin, the
Company has identified numerous other individual prospects and has begun
acquiring leasehold acreage with the intent to conduct 3-D seismic surveys and
commence an exploration program. As of December 31, 1995, the Company had
acquired approximately 3,600 net acres in these areas and had invested
approximately $95,000 in leasehold costs. Subsequent to December 31, 1995, the
Company has committed to expend approximately $190,000 for the acquisition of
approximately 10,000 additional net acres and for 3-D seismic surveys. It is
anticipated that the Company will seek to secure additional funding for these
projects by involving an industry partner as a participant.
International Exploration and Development
- -----------------------------------------
The Company owns a 30% nonoperating interest in the Comet Ridge coalbed methane
project in Queensland, Australia. The Company's interest bears 30% of capital
costs and 28.125% of operating expenses and its net revenue interest is 25.3125%
prior to project payout. Subsequent to project payout, the Company's interest
bears 24% of capital and operating expenses and its net revenue interest is
21.6%. The joint venture conducting the project (the "Group") holds an
Authority to Prospect ("ATP") covering approximately 1,365,000 acres. The
holder of the ATP may apply for petroleum leases upon establishing to the
satisfaction of the Queensland government that commercial deposits of petroleum
have been discovered. As of September 30, 1995, the Group had drilled a total
of 16 wells on the ATP. One well, located on the northern portion of the ATP
has been drilled and is awaiting further completion procedures. Fifteen of the
wells located in the Fairview area of the southern portion of the ATP have been
completed and are being production tested. Most wells have been produced for
several months for the purpose of gathering data relative to gas and water
production rates and estimated recoverable gas reserves. No additional wells
were drilled during the first quarter of fiscal 1996. Reservoir modeling,
combined with evaluation of actual production performance data, has allowed
independent reservoir engineers to assign technically recoverable reserve
volumes to the 14 core Fairview area wells. Although the Company has not
included these reserves in its proved reserves due to the present lack of a
sales contract and marketing facilities, the Company believes the property will
be commercially productive. The availability of capital resources may affect
the Company's timing for future development of the project and there can be no
assurance that the project will be developed as presently contemplated.
Subsequent to December 31, 1995, the Group was granted petroleum leases covering
approximately 167,000 acres. The balance of acreage included within the ATP is
subject to contraction or relinquishment on certain dates in the future should
the Queensland Minister of Mines deem that insufficient exploration activity has
occurred. The Group intends to request extensions of any contraction of the ATP
based upon the significant level of investment and activity conducted in the
past two years and that planned for the future. The next scheduled contraction
date is November 1, 1996. In August 1995, the operator of this property
6
initiated litigation against the Company and one other participant alleging that
the two parties repudiated the joint operating agreement which governs the
project, and that under the terms of that agreement, both defendants forfeited
their interest in acreage not held by production from existing wells. The
Company believes the suit is without merit and is vigorously defending its
interest in the project. See Note 2 to the Company's Consolidated Financial
Statements. The Company does not presently know when drilling will resume on
the project, and thus cannot predict future capital requirements. As of
December 31, 1995, the Company's investment in the project totaled approximately
$5,227,000.
Other Activities
- ----------------
NGL Fractionating Plant. On August 19, 1994, the Company entered into an
agreement with three other parties to form a Utah limited liability company
("LLC") for the purpose of constructing a natural gas liquids ("NGL")
fractionating facility (the "Plant") in Alabama. The LLC simultaneously entered
into an agreement with two other parties to form an Alabama limited liability
company to construct and operate the Plant. The Company initially committed to
contribute $1,148,000 in cash, in return for a 45% interest in Plant profits
prior to payout of its investment and a 27% interest thereafter. During fiscal
1995, following certain cost overruns and construction delays, the Company
agreed to increase its investment in connection with a restructuring of the
Plant ownership. Subsequent to the restructuring, the Company expects to own an
interest in the Plant of approximately 55% prior to payout and approximately 47%
thereafter. The Plant commenced testing operations in late November 1995, and
operated at increasing levels of capacity during December 1995. As of September
30, 1995, the Company had invested $1,454,000, which investment increased to
$2,079,000 as of December 31, 1995. The investment at December 31, 1995 is net
of a $28,000 loss, which represents the Company's share of the losses from the
Plant's start-up operations through December 31, 1995. The Company expects to
expend approximately $300,000 in additional investments in the second quarter of
fiscal 1996.
Research Project. The Company has funded a research project conducted by Texas
Tech University ("Texas Tech") for development of a clean-up technology designed
to biodegrade absorbent materials used in the clean-up of contaminants,
including oil. An environmental research team, which was retained by the
Company to determine commercial applications for the process, has reported that
the commercialization opportunities are likely greater with respect to removal
of contaminants other than oil. Subject to a 10% sales royalty to be paid to
Texas Tech, the Company has the right to acquire exclusive licensing rights to
the technology at no cost. Costs incurred pursuant to this arrangement are
expensed as incurred, and management does not anticipate any significant further
expenditures to be incurred. Management intends to explore the sale of the
Company's rights to the technology.
RESULTS OF OPERATIONS - COMPARISON OF THE THREE MONTHS ENDED DECEMBER 31, 1995,
AND 1994
The Company reported a net loss of $241,000 for the three months ended December
31, 1995 and a net loss of $431,000 for the three months ended December 31,
1994. The net loss for the first quarter of fiscal 1996 decreased $190,000
compared to the net loss reported for the first quarter of fiscal 1995 due to
lower depreciation, depletion and amortization ("DD&A") expense in the fiscal
1996 quarter. Following are detailed comparisons of the components of the
respective periods.
Operating revenues for the three months ended December 31, 1995, decreased
$310,000, or 11%, to $2,631,000 from $2,941,000 reported for the corresponding
fiscal 1995 period. Oil volumes produced during the fiscal 1996 quarter
decreased 14% to 123,000 barrels from 143,000 barrels in the prior year's
quarter, decreasing revenue by $287,000. Gas volumes produced decreased 28% to
407,000 Mcf in the current quarter compared to 563,000 Mcf in the quarter ended
December 31, 1994, resulting in a $228,000 decrease in revenues. These volume
decreases are attributable to both the sale of producing properties and to
natural declines in oil and gas production rates. Average oil prices increased
11% to $15.88 for the three months ended December 31, 1995, from $14.37 for the
corresponding prior year's quarter, resulting in a $186,000 increase in revenue.
Gas prices remained relatively unchanged, increasing 1% to $1.48 in the current
quarter versus $1.46 in the prior year's quarter and resulting in an $8,000
revenue increase. Saltwater disposal and other revenues increased $11,000 from
the corresponding fiscal 1995 period.
Operating expenses decreased $76,000, or 6%, to $1,298,000 in the quarter ended
December 31, 1995 from $1,374,000 reported in the corresponding quarter in
fiscal 1995. The decrease was primarily attributable to the sale of producing
properties. The Company's average lifting cost per equivalent barrel produced,
however, increased to $6.29 in the three months ended December 31, 1995, from
$5.63 in the prior year's three-month period. The increase was primarily
attributable to declining production rates and maintenance work performed on
mature properties.
7
General and administrative expenses remained relatively flat, increasing
$12,000, or 4%, to $349,000 in the quarter ended December 31, 1995 from $337,000
in the quarter ended December 31, 1994.
DD&A expense for the three months ended December 31, 1995, decreased by
$403,000, or 28%, to $1,028,000 from $1,431,000 reported for the comparable
fiscal 1995 period. The decrease is primarily attributable to the sale of
producing reserves and to lower production volumes.
Interest income increased $48,000, or 240%, to $68,000 in the quarter ended
December 31, 1995 from $20,000 in the corresponding prior year quarter. This
increase is due to an increase in cash and cash equivalents, and to increases in
short term interest rates.
Interest expense remained virtually unchanged with a decrease of $4,000, or 2%,
to $256,000 in the first quarter of fiscal 1996 from $260,000 in the first
quarter of fiscal 1995. When capitalized interest is included, interest expense
increased by $4,000. The increase is attributable to general increases in
interest rates.
Research and development expense decreased to $0 from $12,000 in the three
months ended December 31, 1995 as compared to the three months ended December
31, 1994. The Company met its contractual funding commitment in the fourth
quarter of fiscal 1994, but has made voluntary payments thereafter.
The net loss for the three months ended December 31, 1995 includes a loss of
$28,000 from the Company's interest in the NGL fractionating plant. The plant
commenced testing operations in late November 1995 and operated at a loss during
the first quarter of fiscal 1996.
8
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings
See Note 2 to the consolidated financial statements under
Part I - Item 1.
ITEM 2. Changes in Securities
None
ITEM 3. Defaults Upon Senior Securities
None
ITEM 4. Submission of Matters to a Vote of Security Holders
None
ITEM 5. Other Information
Effective January 15, 1996, Carter G. Mathies resigned as
Chairman of the Board, President and Chief Executive Officer.
Anthony F. Kramer, Director and former Chairman, replaced Mr.
Mathies as Chairman of the Board. David L. Bradshaw, previously
Chief Operating Officer and Chief Financial Officer, was promoted
to President and Chief Executive Officer. Jeff T. Obourn,
previously Vice President - Land, was named Senior Vice President
- Operations. Effective January 29, 1996, Paul C. Slevin joined
the Company as Chief Financial Officer.
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
27. Financial Data Schedule
(b) Reports on Form 8-K:
None
9
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Tipperary Corporation
-------------------------------------------
Registrant
Date: February 13, 1996 By: /s/ David L. Bradshaw
-------------------------------------------
David L. Bradshaw, President and Chief
Executive Officer
Date: February 13, 1996 By: /s/ Paul C. Slevin
-------------------------------------------
Paul C. Slevin, Chief Financial Officer
Date: February 13, 1996 By: /s/ Wayne W. Kahmeyer
-------------------------------------------
Wayne W. Kahmeyer, Controller and Principal
Accounting Officer
10