UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- ----- SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 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
--------------- ---------------
Commission File Number 1-7796
TIPPERARY CORPORATION
(Exact name of registrant as specified in its charter)
Texas 75-1236955
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
633 Seventeenth Street, Suite 1550
Denver, Colorado 80202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 293-9379
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
---------- ----------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding February 16, 1999
- ---------------------------- -----------------------------
Common Stock, $.02 par value 15,133,955 shares
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TIPPERARY CORPORATION AND SUBSIDIARIES
Form 10-Q/A
The purpose of this Amendment No. 1 to the Company's quarterly report on Form
10-Q for the three months ended December 31, 1998, is to restate the weighted
average number of shares outstanding in the calculation of its net loss per
share to properly reflect two million shares of common stock which were issued
on December 22, 1998.
Index
Page No.
PART I. FINANCIAL INFORMATION (UNAUDITED)
Item 1. Financial Statements
Consolidated Balance Sheet
December 31, 1998 and September 30, 1998 1
Consolidated Statement of Operations
Three months ended December 31, 1998 and 1997 2
Consolidated Statement of Cash Flows
Three months ended December 31, 1998 and 1997 3
Notes to Consolidated Financial Statements 4-6
SIGNATURES 7
EXHIBIT 27 Financial Data Schedule 8
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
TIPPERARY CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheet
(in thousands)
(unaudited)
December 31, September 30,
1998 1998
------------- -------------
ASSETS
Current assets:
Cash and cash equivalents $ 898 $ 633
Receivables 1,095 1,408
Inventory 219 218
Other current assets 234 66
------------- -------------
Total current assets 2,446 2,325
------------- -------------
Property, plant and equipment, at cost:
Oil and gas properties, full cost method 131,591 136,647
Other property and equipment 2,580 2,571
------------- -------------
134,171 139,218
Less accumulated depreciation, depletion and
amortization (93,751) (92,626)
------------- -------------
Property, plant and equipment, net 40,420 46,592
------------- -------------
Noncurrent portion of deferred income taxes, net 1,573 1,573
Other noncurrent assets 151 270
------------- -------------
$ 44,590 $ 50,760
============= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 593 $ 680
Accrued liabilities 366 341
Production taxes payable 106 103
Royalties payable 159 156
------------- -------------
Total current liabilities 1,224 1,280
------------- -------------
Long-term debt 11,800 16,500
Long-term note payable - related party 5,500 2,700
Commitments and contingencies (Note 6)
Minority interest 607 -
Stockholders' equity
Common stock; par value $.02; 20,000,000
shares authorized; 15,161,755 issued and
15,133,955 outstanding in December;
13,161,755 issued and 13,133,955
outstanding in September 303 263
Capital in excess of par value 108,039 105,564
Accumulated deficit (82,812) (75,476)
Treasury stock, at cost; 27,800 shares (71) (71)
------------- -------------
Total stockholders' equity 25,459 30,280
------------- -------------
$ 44,590 $ 50,760
============= =============
See accompanying notes to consolidated financial statements.
1
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TIPPERARY CORPORATION AND SUBSIDIARIES
Consolidated Statement of Operations
(in thousands, except per share data)
(unaudited)
Three months ended
December 31,
-----------------------
1998 1997
-------- --------
Revenues $ 1,749 $ 2,564
Costs and expenses:
Operating 1,145 1,263
General and administrative 672 429
Depreciation, depletion and amortization 1,160 961
Write-down of oil and gas properties 5,727 -
-------- --------
Total costs and expenses 8,704 2,653
-------- --------
Operating income (loss) (6,955) (89)
Other income (expense):
Interest income 4 16
Interest expense (414) (221)
Foreign currency exchange gain 26 -
-------- --------
Total other expense (384) (205)
-------- --------
Income (loss) before income tax (7,339) (294)
Current income tax expense - -
-------- --------
Net income (loss) before minority interest (7,339) (294)
Minority interest in loss of subsidiary 3 -
-------- --------
Net income (loss) $ (7,336) $ (294)
======== ========
Net income (loss) per share - basic and diluted $ (.55) $ (.02)
======== ========
Weighted average shares outstanding 13,351 13,086
======== ========
See accompanying notes to consolidated financial statements.
2
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TIPPERARY CORPORATION AND SUBSIDIARIES
Consolidated Statement of Cash Flows
(in thousands)
(unaudited)
Three months ended
December 31,
1998 1997
--------- ---------
Cash flows from operating activities:
Net loss $ (7,336) $ (294)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation, depletion and amortization 1,160 961
Write-down of oil and gas properties 5,727 -
Minority interest in loss of subsidiary (3) -
Change in assets and liabilities:
Decrease in receivables 313 65
Increase in inventory (1) (30)
(Increase) decrease in other current assets (168) 1
Decrease in accounts payable, accrued
liabilities and production taxes payable (59) (260)
Decrease in advances from joint owners - (468)
Increase in royalties payable 3 8
Other - (5)
--------- ---------
Net cash used in operating activities (364) (22)
--------- ---------
Cash flows from investing activities:
Proceeds from asset sales 705 1,456
Capital expenditures (1,385) (3,974)
--------- ---------
Net cash used in investing activities (680) (2,518)
--------- ---------
Cash flows from financing activities:
Proceeds from borrowing 2,800 -
Principal repayments (4,700) -
Proceeds from issuance of stock 2,375 152
Proceeds from subsidiary sale of stock 610 -
Proceeds from issuance of warrants 310 -
Payments for debt and equity financing (86) -
--------- ---------
Net cash provided by financing activities 1,309 152
--------- ---------
Net increase (decrease) in cash and cash equivalents 265 (2,388)
Cash and cash equivalents at beginning of period 633 3,529
--------- ---------
Cash and cash equivalents at end of period $ 898 $ 1,141
========= =========
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest $ 308 $ 302
Income taxes $ - $ -
Supplemental disclosure of non-cash investing and
financing activities:
Capital expenditures financed by notes
payable $ - $ 885
See accompanying notes to consolidated financial statements.
3
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TIPPERARY CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(unaudited)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
- ---------------------
In the opinion of management, the accompanying unaudited financial statements
reflect all adjustments, consisting only of normal recurring adjustments, which
are necessary for a fair presentation of the consolidated financial position of
Tipperary Corporation (the "Company") at December 31, 1998, and the results of
its operations for the three-month periods ended December 31, 1998 and 1997.
The consolidated financial statements include the accounts of Tipperary
Corporation and its wholly-owned subsidiaries Tipperary Oil and Gas Corporation
and Burro Pipeline Corporation, and its majority-owned subsidiary, Tipperary Oil
and 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
- ---------------------------------------
Effective October 1, 1998, the Company adopted Statement of Financial Accounting
Standards No. 130, "Reporting Comprehensive Income" ("SFAS 130"), which
establishes standards for reporting and display of comprehensive income and its
components in a full set of general purpose financial statements. The statement
divides comprehensive income into net income and other comprehensive income.
The Company had no items of other comprehensive income during the quarters ended
December 31, 1998, and December 31, 1997, and is therefore not required to
report comprehensive income.
The Company adopted Statement of Financial Accounting Standards No. 131,
"Disclosures about Segments of an Enterprise and Related Information" ("SFAS
131"), effective October 1, 1998. SFAS 131 establishes standards for
disclosures regarding operating segments in both interim and annual financial
statements issued to shareholders and requires related disclosures about
products and services, geographic areas and major customers. This statement
need not be applied to interim financial statements in the initial year of its
application. The Company does not believe the adoption of SFAS 131 will have a
material impact on its financial statements.
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, 1999, and will be adopted by the Company effective
October 1, 1999. 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 this Standard will have a material
impact on its financial statements.
NOTE 2 - WRITE-DOWN OF OIL & GAS PROPERTIES
At December 31, 1998, the Company recorded a $5,727,000 write-down of its U.S.
oil and gas properties. 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 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 oil and gas prices, the Company's domestic full cost pool book value
exceeded its ceiling test value 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.
NOTE 3 - RELATED PARTY TRANSACTIONS
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.
4
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The commitment for the $6,000,000 loan was made to the Company's Australian
subsidiary. When received, the proceeds from this loan will be used to fund the
drilling of eight wells and to expand the gathering system on the Comet Ridge
project. 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 the gross
revenues from both the existing and eight proposed wells until the loan is paid
in full, after which it will be on the eight new wells for the life of those
wells.
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, $2,375,000 was received as proceeds from the issuance of common stock
and the premium of $1,625,000 was recorded as proceeds received from the sale of
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 portion of the premium assigned to the warrant and to the common
stock of the subsidiary was $310,000 and $610,000, respectively.
The loan of $1,700,000, together with the $2,700,000 note payable to Slough as
of September 30, 1998, and an additional $1,100,000 borrowed from Slough
subsequent to September 30, 1998, are due under the terms of a three-year note
for $5,500,000. 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 current 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 capital expenditures and
working capital.
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. 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 sets forth the computation of basic and diluted earnings
(loss) per share (in thousands except per share data):
Three months ended
December 31,
----------------------
1998 1997
---------- ----------
Numerator:
for basic and diluted net income (loss) per share
-------------------------------------------------
- net income
(loss) available to common stockholders $ (7,336) $ (294)
Denominator:
for basic net income (loss) per share
-------------------------------------
- weighted average
shares outstanding 13,351 13,086
for diluted net income (loss) per share
---------------------------------------
- adjusted weighted
average shares outstanding and assumed conversion
of dilutive option shares 13,351 13,086
Basic loss per share $ (0.55) $ (0.02)
Diluted loss per share $ (0.55) $ (0.02)
Potentially dilutive common stock shares from the exercise of options and
warrants were antidilutive for the quarters ended December 31, 1998 and 1997,
respectively.
5
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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 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.
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
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Tipperary Corporation
--------------------------------------------
Registrant
Date: April 1, 1999 By: /s/ David L. Bradshaw
---------------------------------------------
David L. Bradshaw, President, Chief Executive
Officer and Chairman of the Board of
Directors
Date: April 1, 1999 By: /s/ Lisa S. Wilson
---------------------------------------------
Lisa S. Wilson, Chief Financial Officer
7