UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-K/A
Amendment No.1
(Mark One)
| [X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
| For the fiscal year ended: December 31, 2002 |
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: 0-02517
Toreador Resources Corporation
(Exact name of registrant as specified in its charter)
DELAWARE | 75-0991164 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
4809 COLE AVENUE SUITE 108 DALLAS, TEXAS | 75205 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:(214) 559-3933
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Title of each Class: | Name of each exchange on which registered: | ||
| COMMON STOCK, PAR VALUE $.15625 PER SHARE | NASDAQ NATIONAL MARKET SYSTEM |
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. YESX NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ].
Indicate by check mark whether the registrant is an accelerated filer (as defined in Securities Exchange Act Rule 12b-2) YES NO X
The aggregate market value of the voting common equity of the registrant held by non-affiliates, computed by reference to the closing sales price of such stock, as of June 28, 2002 was $15,297,502. (For purposes of determination of the aggregate market value, only directors, executive officers and 10% or greater stockholders have been deemed affiliates.)
The number of shares outstanding of the registrant’s common stock, par value $.15625, as of April 10, 2003, was 9,337,517 shares.
DOCUMENTS INCORPORATED BY REFERENCE: None
TABLE OF CONTENTS
| Page | ||||||||
| PART I | 1 | |||||||
| ITEM 2. | PROPERTIES | 1 | ||||||
| PART IV | 9 | |||||||
| ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K | 9 | ||||||
TOREADOR RESOURCES CORPORATION
EXPLANATORY NOTE
This Amendment No. 1 to Form 10-K/A is being filed for the purposes of amending and restating Part I, Item 2. "Properties" of the Annual Report on Form 10-K for the fiscal year ended December 31, 2002, filed with the Securities and Exchange Commission on April 15, 2003 to correct typographical errors in the Oil and Gas Reserves Table.
This Form 10-K/A does not reflect events occurring after the filing of the original Form 10-K, and does not modify or update the disclosures therein in any way other than as required to reflect the amendments described above and set forth below.
ITEM 2. PROPERTIES.
INTERNATIONAL
FRANCE
We own and operate five producing oil fields in the Paris Basin, France. Four of those are located within the Neocomian Field complex and one in the Charmottes area.
NEOCOMIAN FIELDS
Pursuant to two production permits, we own a 100% working interest in the Neocomian Fields, a group of four oil accumulations located approximately 120 kilometers southeast of Paris. The Chateau Renard Field was discovered in 1958, Chuelles and St. Firmin-des-Bois in 1961 and Courtenay in 1964. The property currently has 78 producing oil wells. As of December 31, 2002, the Neocomian Fields had net proved reserves of 9,847 MBbl.
CHARMOTTES
We own a 100% working interest in the Charmottes Field, located 60 kilometers southeast of Paris. The property has nine oil wells of which eight are currently producing. The Charmottes Field was initially developed following the discovery well drilled in 1984. As of December 31, 2002, the Charmottes Field had net proved reserves of 1,396 MBbl.
TURKEY
In Turkey, we have interests in the Zeynel and Cendere Fields. We also hold interests in 35 exploration licenses in four other geographic regions of Turkey totaling 4.1 million gross acres (2.7 million net).
ZEYNEL
We have an 8.5% royalty interest in the Zeynel Field, located in south-central Turkey, with net proved reserves of 70 MBbl at December 31, 2002. The Zeynel #15 development well was drilled and completed in 2002. In late 2002, the East Hasancik-1 well was drilled by the operator on a new field in the Zeynel permit. The well was an oil discovery and is expected be deepened to other objectives in 2003. We hold a 6.75% royalty interest in the new field.
CENDERE
We have an approximate 19.6% working interest in the Cendere Field, that is located in central Turkey. The property has 16 oil wells currently producing. We had net proved reserves of 902 MBbl in the Cendere Field as of December 31, 2002. The Cendere 19 well was drilled and completed as a producer in 2002. A 3D seismic survey is planned for this field in 2003 to identify new drilling locations.
BLACK SEA PERMITS
We are operator and hold a 49% working interest in eight permits covering 962,000 gross acres (471,000 net). During 2002, we completed a seismic study covering 1,275 KMS of 2D Seismic data over our exploration licenses in the Black Sea. Based on the interpretation of the seismic data, we plan to drill two wells during early 2004.
CENTRAL AND SOUTHEAST EXPLORATION PERMITS
We hold 26 exploration licenses in the central and southeast portions of Turkey. A number of producing fields in Iran and Iraq trend in a north by northwesterly direction and wrap into southern Turkey through the area encompassing many of our exploration permits. As of December 31, 2002, there were no net reserves for the land covered by the Central and Southeast Exploration Permits.
1
THRACE BASIN PERMITS
In the Thrace Basin, located in the European portion of Turkey, we have a 50% interest in three exploration permits and a 25% interest in one permit. The Thrace Basin has shown potential for natural gas. In this part of the country, gas is productive from shallow depths. With a pipeline through the region from Bulgaria to Istanbul and gas-fired power plants on the coast along the Marmara Sea, we could benefit from the area’s existing infrastructure. Based on the interpretation of the data from a previous seismic survey, we drilled two wells during 2002. The first well was dry, and the second awaits completion of testing. As of December 31, 2002, there were no net reserves for the land covered by the Thrace Basin Permits.
ROMANIA
In early 2003, we expanded our international portfolio when the Romanian government awarded the company a concession for the Viperesti Block in exchange for a staged work commitment. We are a 100% owner and operator of the block that lies in an oil-rich region in east-central Romania in the southeastern foothills of the Carpathian Mountains. Viperesti, which spans 324,000 acres, is surrounded by and on trend with many sizable oil fields to the southwest and northeast. The block is prospective in the Tertiary formations at depths ranging from 4,500-6,000 feet.
During a five-year exploration period, we plan to acquire and assimilate geological and geophysical data, analyze seismic information and re-enter one of several previously drilled wells on the block. Subsequently, we could drill one or more exploration wells.
TRINIDAD, WEST INDIES
In Trinidad, all of our operations are conducted by and licenses are held through Trinidad Exploration and Development, Ltd. (“TED”), of which we are now a 11.28% owner. During late 2002, TED drilled the Rapso-1 well on Trinidad’s Southwest Peninsula Block, exploring the sands in the Tertiary Morne L’Enfer, Forest and Cruse formations. Work on the Rapso-1 well has been suspended and is waiting for further testing. Toreador has determined not to participate in future exploration on the block. Consequently, Toreador’s interest in TED has been diluted to 11.28% and will be diminished further as TED pursues its drilling program.
The Rapso-1 is an oil prospect that explored the sands in the Tertiary Morne L’Enfer, Forest, and Middle and Lower Cruse formations. Work on the Rapso-1 has been suspended, and the well awaits testing. Additional drilling on the block is under evaluation.
The Southwest Peninsula Block comprises about 45,000 prospective acres onshore and offshore southwest Trinidad. It is about nine miles from the Venezuelan coast and on trend with sizable oil fields in Venezuela and onshore Trinidad. TED is operator of the license area and holds a 72.5% working interest in the block. The Petroleum Company of Trinidad & Tobago Ltd., the Trinidadian national oil company, holds the remaining 27.5% interest.
DOMESTIC
We own perpetual oil and gas mineral and royalty interests in approximately 2,643,000 gross (1,368,000 net) acres primarily located in Alabama, Arkansas, California, Kansas, Michigan, Louisiana, Mississippi and Texas. The majority of mineral leasing activity occurs on the acreage we own in Mississippi and Texas.
We also hold working interests in 927 gross wells (53 net) primarily in Texas, Oklahoma, New Mexico, Kansas, Louisiana, and Arkansas.
We are participating in the completion of the Walton Gas Unit 2-2 well located on the 1,000-acre Walton Gas Unit prospect. Part of the larger Bethel Dome Project in Anderson County in east Texas, the exploratory well has been drilled to a total depth of 10,100 feet and producing casing set to total depth. Completion operations, including flow testing, continue. Toreador has a 5.86% interest in the well and any subsequent offset development-well locations.
We continued our participation in the development of the Silver Spur (Tannehill) Field located in Dickens County, Texas on company owned minerals. The Hollis R. Sullivan Inc. Pitchfork-Toreador “22” No. 6 well was successfully drilled and completed as an oil well. Early in 2003 we also participated in the drilling and completion of the Hollis R. Sullivan Inc. Pitchfork-Toreador “22” No. 7 well. This brings the number of producing wells in field to nine. Toreador maintains a 9.375% working interest with a combined 16.875% revenue interest in the field.
2
In Oktibbeha County, Mississippi, there has been increased mineral-leasing activity on in the Black Warrior Basin’s Deep Knox gas play. Since the Maben Field was discovered in 1976, only one well was producing until additional wells were drilled in the late 1990’s. Now there are 11 producing wells in the Maben Field, the result of new seismic and drilling technology. Recent geologic studies show the Deep Knox play extends in a northwest/southeast trend, covering 11 additional counties in Mississippi and three counties in Alabama.
In Jefferson Davis County, Mississippi, operators completed 13 wells on our mineral holdings in the Selma Chalk formation using new fracturing techniques, improving production from the Gwinville Field in 2002. We anticipate additional activity and higher production levels continuing in 2003 in this area where Toreador holds significant mineral interests.
In West Texas, Toreador owns a 16.6% working interest on 6,000 gross acres where one well was successfully completed and a second well is being completed. The operator is using horizontal multi-lateral drilling techniques in the San Andres formation to expose more of the reservoir and increase total fluid recovery.
TITLE TO OIL AND GAS PROPERTIES
INTERNATIONAL
FRANCE
We do not hold title to properties in France but have been granted exploration and production permits by the French government. We have two French exploration permits, Nangis and Courtenay. There are no proved reserves associated with these permits. The Nangis permit expires in 2005, and the Courtenay permit expires in 2006. The French exploration permits have minimum financial requirements that must be met during their terms. If such obligations are not met, the permits could be subject to forfeiture.
The French production permits covering five producing oil fields in the Paris Basin follow:
| Post-Expiration | Percent of Proved | |||||||||||||||
| Permit Expiration | Total Proved | Proved Reserves | Reserves | |||||||||||||
| PROPERTY | Year | Reserves (MBbls) | (MBbls) | Post-Expiration | ||||||||||||
| Neocomian Fields | 2011 | 9,848 | 6,061 | 61.55 | % | |||||||||||
| Charmottes Field | 2013 | 1,396 | 348 | 24.93 | % | |||||||||||
Although the French government has the option to renew production permits, we believe it will renew such production permits so long as we, the license holder, demonstrate financial and technical capabilities and establish the studies used in defining the work schedule. However, there can be no assurance that we will be able to renew any permits that expire.
TURKEY
We do not hold title to properties in Turkey but have been granted exploitation leases and exploration licenses by the Turkish government:
| Post-Expiration | Percent of Proved | |||||||||||||||||
| Permit Expiration | Total Proved | Proved Reserves | Reserves | |||||||||||||||
| PROPERTY | Year | Reserves (MBbls) | (MBbls) | Post-Expiration | ||||||||||||||
| Exploitation leases | ||||||||||||||||||
| Zeynel | 2010 | 70 | 6 | 8.57 | % | |||||||||||||
| Cendere | 2011 | 902 | 181 | 20.09 | % | |||||||||||||
| Exploration licenses | ||||||||||||||||||
| Central and Southeast Exploration | 2005 & 2006 | – | – | N/A | ||||||||||||||
| Black Sea | 2005 | – | – | N/A | ||||||||||||||
| Thrace Basin | 2003 & 2004 | – | – | N/A | ||||||||||||||
3
Under Turkish law, “exploitation leases” are generally granted for a period of 20 years and may be renewed upon application for two additional ten-year periods. “Exploration licenses” are generally granted for four-year terms and may be extended for two additional two-year terms, provided that drilling obligations stipulated under Turkish law are satisfied. If an exploration license is extended for development as an exploitation lease, the period of the exploration license(s) is counted towards the 20-year exploitation lease.
ROMANIA
In early 2003, we expanded our international portfolio when the Romanian government awarded the company a concession for the Viperesti Block in exchange for a staged work commitment. We are a 100% owner and operator of the block that lies in an oil-rich region in east-central Romania in the southeastern foothills of the Carpathian Mountains. Viperesti, which spans 324,000 acres, is surrounded by and on trend with many sizable oil fields to the southwest and northeast. The block is prospective in the Tertiary formations at depths ranging from 4,500-6,000 feet.
During a five-year exploration period, we plan to acquire and assimilate geological and geophysical data, analyze seismic information and re-enter one of several previously drilled wells on the block. Subsequently, we could drill one or more exploration wells.
DOMESTIC
We have acquired interests in producing and non-producing acreage in the form of working interests, perpetual fee mineral interests, royalty interests and overriding royalty interests. Substantially all of our property interests are leased to third parties. The leases grant the lessee the right to explore for and extract oil and gas from specified areas. Consideration for a lease usually consists of a lump-sum payment (i.e., bonus) and a fixed annual charge (i.e., delay rental) prior to production (unless the lease is paid up) and, once production has been established, a royalty based generally upon the proceeds from the sale of oil and gas. Once wells are drilled, a lease generally continues so long as production of oil and gas continues. In some cases, leases may be acquired in exchange for a commitment to drill or finance the drilling of a specified number of wells to predetermined depths. We receive annual delay rentals from lessees of certain properties in order to prevent the leases from being terminated. Title to leasehold properties is subject to royalty, overriding royalty, carried, net profits and other similar interests and contractual arrangements customary in the oil and gas industry, and to liens incident to operating agreements, liens relating to amounts owed to the operator, liens for current taxes not yet due and other encumbrances.
As is common industry practice, we conduct little or no investigation of title at the time we acquire undeveloped properties, other than a preliminary review of local mineral records. However, we do conduct title investigations and, in most cases, obtain a title opinion of local counsel before commencement of drilling operations. We believe that the methods we utilize for investigating title prior to acquiring any property are consistent with practices customary in the oil and gas industry and that such practices are adequately designed to enable us to acquire good title to such properties. Some title risks, however, cannot be avoided, despite the use of customary industry practices.
We own oil and gas mineral and royalty interests in approximately 16,000 gross acres in Louisiana. Unlike the other states where we own perpetual minerals, the laws in Louisiana are such that the minerals prescribe to the surface owner after 10 years have passed without any production or drilling on said lands. Because we do not own the surface rights in any of the properties that were acquired in December 1998, we do not maintain many of our mineral rights if production ceases for 10 years.
Our properties are generally subject to:
| • | Customary royalty and overriding royalty interests; | ||
| • | Liens incident to operating agreements and | ||
| • | Liens for current taxes and other burdens and minor encumbrances, easements and restrictions. |
We believe that none of these burdens either materially detracts from the value of our properties or materially interfere with their use in the operation of our business. Substantially all of our domestic properties are pledged as collateral under the Texas Facility.
4
OIL AND GAS RESERVES
The following table sets forth information about our estimated net proved reserves at December 31, 2002 and 2001. LaRoche Petroleum Consultants, Ltd., an independent petroleum engineering firm in Dallas, Texas, prepared the estimates of proved developed reserves, proved undeveloped reserves and discounted present value (pretax). We prepared the estimate of standardized measure of proved reserves in accordance with Financial Accounting Standards Board Statement of Financial Accounting Standards No. 69, “Disclosures about Oil and Gas Producing Activities.” No reserve reports have been provided to any governmental agency.
| December 31, | ||||||||||
| 2002 | 2001 | |||||||||
| US | ||||||||||
| Proved developed: | ||||||||||
| Oil (MBbls) | 1,749 | 1,965 | ||||||||
| Gas (MMcf) | 11,987 | 12,923 | ||||||||
| Total (MBOE) | 3,747 | 4,119 | ||||||||
| Proved undeveloped: | ||||||||||
| Oil (MBbls) | 138 | 41 | ||||||||
| Gas (MMcf) | 135 | – | ||||||||
| Total (MBOE) | 161 | 41 | ||||||||
| Discounted present value at 10% (pretax) (in thousands) | $ | 45,939 | $ | 28,658 | ||||||
| Standardized measure of proved reserves (in thousands) | $ | 34,618 | $ | 25,759 | ||||||
| FRANCE | ||||||||||
| Proved developed: | ||||||||||
| Oil (MBbls) | 7,388 | 5,426 | ||||||||
| Proved undeveloped: | ||||||||||
| Oil (MBbls) | 3,855 | 2,846 | ||||||||
| Discounted present value at 10% (pretax) (in thousands) | $ | 73,435 | $ | 23,727 | ||||||
| Standardized measure of proved reserves (in thousands) | $ | 52,843 | $ | 20,887 | ||||||
| TURKEY | ||||||||||
| Proved developed: | ||||||||||
| Oil (MBbls) | 766 | 652 | ||||||||
| Proved undeveloped: | ||||||||||
| Oil (MBbls) | 206 | 284 | ||||||||
| Discounted present value at 10% (pretax) (in thousands) | $ | 11,230 | $ | 4,248 | ||||||
| Standardized measure of proved reserves (in thousands) | $ | 7,583 | $ | 2,928 | ||||||
| COMBINED | ||||||||||
| Proved developed: | ||||||||||
| Oil (MBbls) | 9,903 | 8,043 | ||||||||
| Gas (MMcf) | 11,987 | 12,923 | ||||||||
| Total (MBOE) | 11,901 | 10,197 | ||||||||
| Proved undeveloped: | ||||||||||
| Oil (MBbls) | 4,199 | 3,171 | ||||||||
| Gas (MMcf) | 135 | – | ||||||||
| Total (MBOE) | 4,222 | 3,171 | ||||||||
| Discounted present value at 10% (pretax) (in thousands) | $ | 130,604 | $ | 56,633 | ||||||
| Standardized measure of proved reserves (in thousands) | $ | 95,044 | $ | 49,574 | ||||||
Reserves were estimated using oil and gas prices and production and development costs in effect on December 31, 2002 and 2001, without escalation. The reserves were determined using both volumetric and production performance methods. France and Turkey have oil reserves only. Proved reserves are those estimated quantities of crude oil, natural gas and natural gas liquids that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions.THE VALUES REPORTED MAY NOT NECESSARILY REFLECT THE FAIR MARKET VALUE OF THE RESERVES.
5
For additional information concerning our oil and gas reserves and estimates of future net revenues attributable thereto, see Note 18 of the Notes to the Consolidated Financial Statements.
PRODUCTIVE WELLS
The following table sets forth our gross and net interests in productive oil and gas wells as of December 31, 2002. Productive wells include wells currently producing or currently capable of production.
| Gross (1) | Net (2) | |||||||||||||||||||||||
| OIL | GAS | TOTAL | OIL | GAS | TOTAL | |||||||||||||||||||
| United States | 648 | 279 | 927 | 22.41 | 30.36 | 52.77 | ||||||||||||||||||
| France | 87 | – | 87 | 87.00 | – | 87.00 | ||||||||||||||||||
| Turkey | 15 | – | 15 | 2.64 | – | 2.64 | ||||||||||||||||||
| (1) | “Gross” refers to all wells in which we have a working interest. | |
| (2) | “Net” refers to the aggregate of our percentage working interest in gross wells before royalties, before or after payout, as appropriate. |
6
ACREAGE
The following table sets forth the developed and undeveloped acreage attributable to our ownership as of December 31, 2002.
| Developed Acreage | Undeveloped Acreage | Total Acreage | ||||||||||||||||||||||
| Gross | Net | Gross | Net | Gross | Net | |||||||||||||||||||
| United States | 259,479 | 37,702 | 69,352 | 33,235 | 328,831 | 70,937 | ||||||||||||||||||
| France | 60,689 | 60,689 | 283,923 | 283,923 | 344,612 | 344,612 | ||||||||||||||||||
| Turkey | 61,387 | 30,854 | 4,022,047 | 2,633,971 | 4,083,434 | 2,664,825 | ||||||||||||||||||
| Romania | – | – | 324,000 | 324,000 | 324,000 | 324,000 | ||||||||||||||||||
Undeveloped acreage includes only those leased acres on which wells have not been drilled or completed to permit the production of commercial quantities of oil and gas regardless of whether or not the acreage contains proved reserves.
DRILLING ACTIVITIES
| Year ended December 31, | |||||||||||||||||||||||||||
| 2002 | 2001 | 2000 | |||||||||||||||||||||||||
| Gross (1) | Net (2) | Gross (1) | Net (2) | Gross (1) | Net (2) | ||||||||||||||||||||||
| UNITED STATES Development: | |||||||||||||||||||||||||||
| Gas (3) | – | – | 6 | 0.96 | 5 | 0.29 | |||||||||||||||||||||
| Oil (4) | 1 | 0.09 | 4 | 0.48 | – | – | |||||||||||||||||||||
| Abandoned (5) | 1 | 0.20 | 4 | 0.85 | 2 | 0.19 | |||||||||||||||||||||
| Total | 2 | 0.29 | 14 | 2.29 | 7 | 0.48 | |||||||||||||||||||||
| Exploratory | |||||||||||||||||||||||||||
| Gas (3) | 1 | 0.11 | 6 | 1.19 | 3 | 0.38 | |||||||||||||||||||||
| Oil (4) | 1 | 0.25 | 2 | 0.45 | 2 | 0.45 | |||||||||||||||||||||
| Abandoned (5) | 2 | 0.33 | 13 | 1.96 | 3 | 0.45 | |||||||||||||||||||||
| Total | 4 | 0.69 | 21 | 3.60 | 8 | 1.28 | |||||||||||||||||||||
| TURKEY (6)(7) Development: | |||||||||||||||||||||||||||
| Oil (4) | 1 | 0.20 | – | – | – | – | |||||||||||||||||||||
| Abandoned (5) | – | – | – | – | – | – | |||||||||||||||||||||
| Total | 1 | 0.20 | – | – | – | – | |||||||||||||||||||||
| Exploratory | |||||||||||||||||||||||||||
| Oil (4) | – | – | – | – | – | – | |||||||||||||||||||||
| Abandoned (5) | 1 | 0.50 | – | – | – | – | |||||||||||||||||||||
| Total | 1 | 0.50 | – | – | – | – | |||||||||||||||||||||
| (1) | “Gross” is the number of wells in which we have a working interest. | |
| (2) | “Net” is the aggregate obtained by multiplying each gross well by our after payout percentage working interest. | |
| (3) | “Gas” means gas wells that are either currently producing or are capable of production. | |
| (4) | “Oil” means producing oil wells. | |
| (5) | “Abandoned” means wells that were dry when drilled and were abandoned without production casing being run. | |
| (6) | We drilled no wells in France during 2002. | |
| (7) | Only oil wells were drilled in Turkey. |
7
NET PRODUCTION, UNIT PRICES AND COSTS
The following table summarizes our oil, natural gas and natural gas liquids production, net of royalties, for the periods indicated. It also summarizes calculations of our total average unit sales prices and unit costs. Because we consummated our acquisition of Madison on December 31, 2001, the table excludes information related to Madison’s operations for 2001 and 2000.
| Year ended December 31, | ||||||||||||||||||||||||||
| 2002 | 2001 | 2000 | ||||||||||||||||||||||||
| United States | France | Turkey | Total | |||||||||||||||||||||||
| Production: | ||||||||||||||||||||||||||
| Oil (Bbls) | 238,210 | 415,165 | 113,799 | 767,174 | 295,902 | 273,706 | ||||||||||||||||||||
| Daily average (Bbls/Day) | 653 | 1,137 | 312 | 2,102 | 811 | 750 | ||||||||||||||||||||
| Gas (Mcf) | 1,812,203 | — | — | 1,812,203 | 1,781,460 | 1,318,714 | ||||||||||||||||||||
| Daily average (Mcf/Day) | 4,965 | — | — | 4,965 | 4,881 | 3,613 | ||||||||||||||||||||
| Daily average (BOE/Day) | 1,480 | 1,137 | 312 | 2,929 | 1,624 | 1,352 | ||||||||||||||||||||
| Unit prices: | ||||||||||||||||||||||||||
| Average oil price ($/Bbl) | $ | 22.59 | $ | 22.14 | $ | 20.85 | $ | 22.08 | $ | 23.39 | $ | 28.45 | ||||||||||||||
| Average gas price ($/Mcf) | 3.10 | — | — | 3.10 | 3.76 | 3.94 | ||||||||||||||||||||
| Average equivalent price ($/BOE) | $ | 20.34 | $ | 22.14 | $ | 20.85 | $ | 21.09 | $ | 22.97 | $ | 26.67 | ||||||||||||||
| Unit costs ($/BOE): | ||||||||||||||||||||||||||
| Lease operating | $ | 4.79 | $ | 7.80 | $ | 7.52 | $ | 6.25 | $ | 5.53 | $ | 4.71 | ||||||||||||||
| Exploration and acquisition | 4.14 | — | — | 2.09 | 4.42 | 0.63 | ||||||||||||||||||||
| Depreciation, depletion and amortization | 5.88 | 3.14 | 4.86 | 4.70 | 8.28 | 4.94 | ||||||||||||||||||||
| Impairment of oil and gas properties | 0.98 | — | — | 0.49 | 2.21 | – | ||||||||||||||||||||
| General and administrative | 10.00 | 2.76 | 10.28 | 7.22 | 4.74 | 4.61 | ||||||||||||||||||||
| Interest and other | 8.62 | 3.02 | 0.66 | 5.59 | 2.15 | 2.86 | ||||||||||||||||||||
| Total | $ | 34.41 | $ | 16.72 | $ | 23.32 | $ | 26.34 | $ | 27.33 | $ | 17.75 | ||||||||||||||
PRESENT ACTIVITIES
For the period January 1, 2003 through April 10, 2003, we did not participate in drilling any exploratory wells.
OFFICE LEASE
We occupy approximately 18,746 square feet of office space at 4809 Cole Avenue, Suite 108, Dallas, Texas 75205 under a lease from Chalk Stream Properties, L.P. We also occupy approximately 1,377 square feet of office space at 13/15 Boulevard de la Madeleine, 75001 Paris, France leased from Societe la Madeleine, and approximately 621 square feet of office space at 9400 N. Central Expressway, Suite 1209, Dallas, Texas 75231. Total rental expense for 2002 was approximately $362,000.
INTERNET ADDRESS
We make available electronically, free of charge through our Internet website address (www.toreador.net), our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed with the Securities and Exchange Commission (the "SEC") pursuant to Section 13(a) of the Exchange Act as soon as reasonably practicable after we electronically file such material with the SEC. These reports are directly accessible on the Internet at www.sec.gov/edgar/searchedgar/webusers.htm.
8
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this report:
| 1. | Index to Consolidated Financial Statements Report of Independent Auditors, Consolidated Balance Sheets as of December 31, 2002 and 2001, Consolidated Statements of Operations for the three years ended December 31, 2002, Consolidated Statements of Changes in Stockholders’ Equity for the three years ended December 31, 2002, Consolidated Statements of Cash Flows for the three years ended December 31, 2002, and Notes to Consolidated Financial Statements | ||
| 2. | The financial statement schedules have been omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or the Notes to Consolidated Financial Statements. | ||
| 3. | Exhibits: |
| 2.1 | - - | Certificate of Ownership and Merger merging Toreador Resources Corporation into Toreador Royalty Corporation, effective June 5, 2000 (previously filed as Exhibit 2.1 to Toreador Resources Corporation Current Report on Form 8-K filed on June 5, 2000, File No. 0-2517, and incorporated herein by reference). | ||
| 2.2 | - - | Agreement and Plan of Merger, dated as of October 3, 2001, between Toreador Resources Corporation and Madison Oil Company (previously filed as Exhibit 2.1 to Toreador Resources Corporation Registration Statement on Form S-4, No. 333-72314, filed on October 26, 2001, and incorporated herein by reference). | ||
| 2.3 | - - | Voting Agreement, dated as of October 3, 2001, by Herbert L. Brewer, David M. Brewer and PHD Partners, LP for the benefit of Toreador Resources Corporation (previously filed as Exhibit 2.4 to Toreador Resources Corporation Registration Statement on Form S-4, No. 333-72314, filed on October 26, 2001, and incorporated herein by reference). | ||
| 3.1 | - - | Amended and Restated Certificate of Incorporation, of Toreador Resources Corporation (previously filed as Exhibit 3.1 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, File No. 0-2517, and incorporated herein by reference). | ||
| 3.2 | - - | Second Amended and Restated Bylaws of Toreador Resources Corporation (previously filed as Exhibit 3.2 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, File No. 0-2517, and incorporated herein by reference). | ||
| 3.3 | - - | Certificate of Designation of Series A-1 Convertible Preferred Stock of Toreador Resources Corporation, dated October 30, 2002 (previously filed as Exhibit 3.1 to Toreador Resources |
9
| Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, File No. 0-2517, and incorporated herein by reference). | ||||
| 4.1 | - - | Registration Rights Agreement, effective December 16, 1998, among Toreador Royalty Corporation and persons party thereto (previously filed as Exhibit 10.2 to Toreador Royalty Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on December 31, 1998, File No. 0-2517, and incorporated herein by reference). | ||
| 4.2 | - - | Settlement Agreement dated June 25, 1998, among the Gralee Persons, the Dane Falb Persons and Toreador Royalty Corporation (previously filed as Exhibit 10.1 to Toreador Royalty Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on July 1, 1998, File No. 0-2517, and incorporated herein by reference). | ||
| 4.3 | - - | Registration Rights Agreement, effective July 31, 2000, among Toreador Royalty Corporation and persons party thereto (previously filed as Exhibit 4.5 to Toreador Resources Corporation Registration Statement on Form S-3, No. 333-52522 filed with the Securities and Exchange Commission on December 22, 2000, and incorporated herein by reference). | ||
| 4.4 | - - | Registration Rights Agreement, effective September 11, 2000, among Toreador Resources Corporation and Earl E. Rossman, Jr., Representative of the Holders (previously filed as Exhibit 4.6 to Toreador Resources Corporation Registration Statement on Form S-3, No. 333-52522, filed with the Securities and Exchange Commission on December 22, 2000, and incorporated herein by reference). | ||
| 4.5 | - - | Registration Rights Agreement, effective November 1, 2002, among Toreador Resources Corporation and persons party thereto (previously filed as Exhibit 4.5 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2002, filed No. 0-2517, and incorporated herein by reference). | ||
| 10.1+ | - - | Employment Agreement, dated as of May 1, 1997 between Toreador Royalty Corporation and Edward C. Marhanka (previously filed as Exhibit 10.5 to Toreador Royalty Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, File No. 0-2517, and incorporated herein by reference). | ||
| 10.2+ | - - | Employment letter agreement between Madison Oil Company and Michael J. FitzGerald dated September 10, 2001 (previously filed as Exhibit 10.1 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, File No. 0-2517, and incorporated herein by reference). | ||
| 10.3+ | - - | Toreador Royalty Corporation 1990 Stock Option Plan (previously filed as Exhibit 10.7 to Toreador Royalty Corporation Annual Report on Form 10-K for the year ended December 31, 1994, File No. 0-2517, and incorporated herein by reference). | ||
| 10.4+ | - - | Amendment to Toreador Royalty Corporation 1990 Stock Option Plan, effective as of May 15, 1997 (previously filed as Exhibit 10.14 to Toreador Royalty Corporation Annual Report on Form 10-K for the year ended December 31, 1997, File No. 0-2517, and incorporated herein by reference). | ||
| 10.5+ | - - | Toreador Royalty Corporation Amended and Restated 1990 Stock Option Plan, effective as of September 24, 1998 (previously filed as Exhibit A to Toreador Royalty Corporation Preliminary Proxy Statement filed with the Securities and Exchange Commission on March 12, 1999, File No. 0-2517, and incorporated herein by reference). | ||
| 10.6+ | - - | Amendment Number One to Toreador Resources Corporation Amended and Restated 1990 Stock Option Plan (previously filed as Exhibit 10.1 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, File No. 0-2517, and incorporated herein by reference). |
10
| 10.7+ | - - | Amendment Number Two to Toreador Resources Corporation Amended and Restated 1990 Stock Option Plan (previously filed as Exhibit 10.4 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, File No. 0-2517, and incorporated herein by reference). | ||
| 10.8+ | - - | Toreador Royalty Corporation 1994 Non-Employee Director Stock Option Plan, as amended (previously filed as Exhibit 10.12 to Toreador Royalty Corporation Annual Report on Form 10-K for the year ended December 31, 1995 File No. 0-2517, and incorporated herein by reference). | ||
| 10.9+ | - - | Toreador Resources Corporation Amended and Restated 1994 Non-employee Director Stock Option Plan (previously filed as Exhibit 10.2 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, File No. 0-2517, and incorporated herein by reference). | ||
| 10.10+ | - - | Toreador Resources Corporation 2002 Stock Option Plan (previously filed as Exhibit 10.16 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2001, File No. 0-2517, and incorporated herein by reference). | ||
| 10.11+ | - - | Amendment Number One to the Toreador Resources Corporation 2002 Stock Option Plan (previously filed as Exhibit 10.5 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, File No. 0-2517, and incorporated herein by reference). | ||
| 10.12+ | - - | Form of Indemnification Agreement, dated as of April 25, 1995, between Toreador Royalty Corporation and each of the members of our Board of Directors (previously filed as Exhibit 10 to Toreador Royalty Corporation Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1995, File No. 0-2517, and incorporated herein by reference). | ||
| 10.13 | - - | Loan Agreement, effective February 16, 2001, between Toreador Resources Corporation, Toreador Exploration & Production Inc., Toreador Acquisition Corporation and Tormin, Inc. and Bank of Texas, National Association (previously filed as Exhibit 10.9 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2000, File No. 0-2517, and incorporated herein by reference). | ||
| 10.14 | - - | First Amendment to Loan Agreement dated November 8, 2001 between Toreador Resources Corporation, Toreador Exploration & Production Inc., Toreador Acquisition Corporation and Tormin, Inc. and Bank of Texas, National Association Plan (previously filed as Exhibit 10.12 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2001, File No. 0-2517, and incorporated herein by reference). | ||
| 10.15 | - - | Second Amendment to Loan Agreement dated May 9, 2002 between Toreador Resources Corporation, Toreador Exploration & Production Inc., Toreador Acquisition Corporation and Tormin, Inc. and Bank of Texas, National Association (previously filed as Exhibit 10.3 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, File No. 0-2517, and incorporated herein by reference). | ||
| 10.16 | - - | Third Amendment to Loan Agreement dated August 7, 2002 between Toreador Resources Corporation, Toreador Exploration & Production Inc., Toreador Acquisition Corporation and Tormin, Inc. and Bank of Texas, National Association (previously filed as Exhibit 10.1 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, File No. 0-2517, and incorporated herein by reference). |
11
| 10.17 | - - | Fourth Amendment to Loan Agreement dated September 30, 2002 between Toreador Resources Corporation, Toreador Exploration & Production Inc., Toreador Acquisition Corporation and Tormin, Inc. and Bank of Texas, National Association (previously filed as Exhibit 10.2 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, File No. 0-2517, and incorporated herein by reference). | ||
| 10.18 | - - | Revolving Credit Facility Agreement dated March 30, 2001, between Madison Oil Company Europe, Madison Oil France S.A., Madison/Chart Energy SCS (n/k/a Madison Energy France), and Barclays Capital (previously filed as Exhibit 10.13 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2001, File No. 0-2517, and incorporated herein by reference). | ||
| 10.19 | - - | Contract for the Supply of Crude Oil from the Parisian Basin, effective January 1, 1997, between Elf Antwar France and Midland Madison Petroleum Company (n/k/a Madison Energy France) (previously filed as Exhibit 10.14 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2001, File No. 0-2517, and incorporated herein by reference). | ||
| 10.20 | - - | Amended and Restated Convertible Debenture, dated December 31, 2001, between Madison Oil Company and PHD Partners LP. (previously filed as Exhibit 10.15 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2001, File No. 0-2517, and incorporated herein by reference). | ||
| 10.21 | - - | Settlement Agreement dated June 28, 2002, and executed August 29, 2002, between Tullow Pakistan (Developments) Limited and Toreador Resources Corporation (previously filed as Exhibit 10.3 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, File No. 0-2517, and incorporated herein by reference). | ||
| 10.22 | - - | Subordinated Revolving Credit Agreement, dated as of October 3, 2001, between Madison Oil Company and Toreador Resources Corporation (previously filed as Exhibit 2.2 to Toreador Resources Corporation Registration Statement on Form S-4, No. 333-72314, filed on October 26, 2001, and incorporated herein by reference). | ||
| 10.23 | - - | Subordinated Revolving Credit Note, dated as of October 3, 2001, between Toreador Resources Corporation and Madison Oil Company (previously filed as Exhibit 2.3 to Toreador Resources Corporation Registration Statement on Form S-4, No. 333-72314, filed on October 26, 2001, and incorporated herein by reference). | ||
| 10.24 | - - | Securities Purchase Agreement, effective November 1, 2002, among Toreador Resources Corporation and persons party thereto (previously filed as Exhibit 10.24 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2002, File No. 0-2517, and incorporated herein by reference). | ||
| 10.25 | - - | Shareholders Agreement between Anglo-African Energy, Inc. and Trans-Dominion Holdings Limited dated August 1, 2000 (previously filed as Exhibit 10.25 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2002, File No. 0-2517, and incorporated herein by reference). | ||
| 10.26 | - - | Consulting Agreement between Toreador Resources Corporation and Richard D. Preston, effective June 1, 2002 (previously filed as Exhibit 10.26 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2002, File No. 0-2517, and incorporated herein by reference). | ||
| 10.27 | - - | Waiver Letter between Madison Energy France S.C.S. (formerly Madison/Chart Energy S.C.S.), Madison Oil Company Europe, Madison Oil France S.A., Madison Oil Company, Madison Petroleum Inc., Madison (Turkey) Inc., Madison Oil Turkey Inc. and Toreador Resources Corporation and Barclays Bank PLC dated March 21, 2002 (previously filed as Exhibit 10.27 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2002, File No. 0-2517, and incorporated herein by reference). |
12
| 10.28 | - - | Waiver Letter between Madison Energy France S.C.S. (formerly Madison/Chart Energy S.C.S.), Madison Oil Company Europe, Madison Oil France S.A., Madison Oil Company, Madison Petroleum Inc., Madison (Turkey) Inc., Madison Oil Turkey Inc. and Toreador Resources Corporation and Barclays Bank PLC dated December 31, 2002 (previously filed as Exhibit 10.28 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2002, File No. 0-2517, and incorporated herein by reference). | ||
| 10.29 | - - | Waiver Letter between Madison Energy France S.C.S. (formerly Madison/Chart Energy S.C.S.), Madison Oil Company Europe, Madison Oil France S.A., Madison Oil Company, Madison Petroleum Inc., Madison (Turkey) Inc., Madison Oil Turkey Inc. and Toreador Resources Corporation and Barclays Bank PLC dated March 25, 2003 (previously filed as Exhibit 10.29 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2002, File No. 0-2517, and incorporated herein by reference). | ||
| 10.30 | - - | Warrant Letter between Toreador Resources Corporation and Barclays Capital dated March 25, 2003 (previously filed as Exhibit 10.30 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2002, File No. 0-2517, and incorporated herein by reference). | ||
| 10.31 | - - | Amendment to Settlement Agreement dated as of February 3, 2003, between Tullow Pakistan (Developments) Limited and Toreador Resources Corporation (previously filed as Exhibit 10.31 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2002, File No. 0-2517, and incorporated herein by reference). | ||
| 10.32 | - - | Waiver Letter between Madison Energy France S.C.S. (formerly Madison Chart/Energy S.C.S.), Madison Oil Company Europe, Madison Oil France S.A., Madison Oil Company, Madison Petroleum Inc., Madison (Turkey) Inc., Madison Oil Turkey Inc. and Toreador Resources Corporation and Barclays Bank PLC dated April 11, 2003 (previously filed as Exhibit 10.32 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2002, File No. 0-2517, and incorporated herein by reference). | ||
| 16.1 | - - | Letter on Change in Certifying Accountant from PricewaterhouseCoopers LLP, dated June 30, 1999 (previously filed as Exhibit 16 to Amendment No. 2 to Toreador Royalty Corporation Current Report on Form 8-K/A filed on June 30, 1999, File No. 0-2517, and incorporated here in by reference). | ||
| 21.1 | - - | Subsidiaries of Toreador Resources Corporation (previously filed as Exhibit 21.1 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2002, filed No. 0-2517, and incorporated herein by reference). | ||
| 23.1 | - - | Consent of Ernst & Young LLP (previously filed as Exhibit 23.1 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2002, filed No. 0-2517, and incorporated herein by reference). | ||
| 23.2* | - - | Consent of LaRoche Petroleum Consultants, Ltd. | ||
| 24.1 | - - | Power of Attorney (previously filed as Exhibit 24.1 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2002, filed No. 0-2517, and incorporated herein by reference). | ||
| 99.1* | - - | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
| 99.2* | - - | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| * | Filed herewith. | |
| + | Management contract or compensatory plan |
(b) Reports on Form 8-K:
| On November 8, 2002, we filed a Current Report on Form 8-K dated November 8, 2002, with the Securities and Exchange Commission to report a press release containing financial information. |
| On November 14, 2002, we filed a Current Report on Form 8-K dated November 13, 2002, with the Securities and Exchange Commission under Item 9. Regulation FD Disclosure to report certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Toreador’s Chief Executive and Financial Officers of the financial statements included in our Form 10-Q for the periods ended September 30, 2002. |
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: May 1, 2003 | TOREADOR RESOURCES CORPORATION | |||
| By: | /s/ G. Thomas Graves III G. Thomas Graves III, President and Chief Executive Officer |
14
CERTIFICATION OF PRESIDENT AND
CHIEF EXECUTIVE OFFICER
I, G. Thomas Graves III, President and Chief Executive Officer of Toreador Resources Corporation certify that:
| (1) | I have reviewed this annual report on Form 10-K of Toreador Resources Corporation; | |
| (2) | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; |
| Date: May 1, 2003 | ||
| /s/ G. Thomas Graves III G. Thomas Graves III President and Chief Executive Officer (Principal Executive Officer) |
15
CERTIFICATION OF
SENIOR VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
I, Douglas W. Weir, Senior Vice President and Chief Financial Officer of Toreador Resources Corporation certify that:
| (1) | I have reviewed this annual report on Form 10-K of Toreador Resources Corporation; | |
| (2) | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; |
| Date: May 1, 2003 | ||||
| /s/ Douglas W. Weir Douglas W. Weir Senior Vice President and Chief Financial Officer (Principal Financial Officer) | ||||
16
INDEX TO EXHIBITS
| Exhibit | ||||
| Number | Description | |||
| 2.1 | - - | Certificate of Ownership and Merger merging Toreador Resources Corporation into Toreador Royalty Corporation, effective June 5, 2000 (previously filed as Exhibit 2.1 to Toreador Resources Corporation Current Report on Form 8-K filed on June 5, 2000, File No. 0-2517, and incorporated herein by reference). | ||
| 2.2 | - - | Agreement and Plan of Merger, dated as of October 3, 2001, between Toreador Resources Corporation and Madison Oil Company (previously filed as Exhibit 2.1 to Toreador Resources Corporation Registration Statement on Form S-4, No. 333-72314, filed on October 26, 2001, and incorporated herein by reference). | ||
| 2.3 | - - | Voting Agreement, dated as of October 3, 2001, by Herbert L. Brewer, David M. Brewer and PHD Partners, LP for the benefit of Toreador Resources Corporation (previously filed as Exhibit 2.4 to Toreador Resources Corporation Registration Statement on Form S-4, No. 333-72314, filed on October 26, 2001, and incorporated herein by reference). | ||
| 3.1 | - - | Amended and Restated Certificate of Incorporation, of Toreador Resources Corporation (previously filed as Exhibit 3.1 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, File No. 0-2517, and incorporated herein by reference). | ||
| 3.2 | - - | Second Amended and Restated Bylaws of Toreador Resources Corporation (previously filed as Exhibit 3.2 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, File No. 0-2517, and incorporated herein by reference). | ||
| 3.3 | - - | Certificate of Designation of Series A-1 Convertible Preferred Stock of Toreador Resources Corporation, dated October 30, 2002 (previously filed as Exhibit 3.1 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, File No. 0-2517, and incorporated herein by reference). | ||
| 4.1 | - - | Registration Rights Agreement, effective December 16, 1998, among Toreador Royalty Corporation and persons party thereto (previously filed as Exhibit 10.2 to Toreador Royalty Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on December 31, 1998, File No. 0-2517, and incorporated herein by reference). | ||
| 4.2 | - - | Settlement Agreement dated June 25, 1998, among the Gralee Persons, the Dane Falb Persons and Toreador Royalty Corporation (previously filed as Exhibit 10.1 to Toreador Royalty Corporation Current Report on Form 8-K filed with the Securities and Exchange Commission on July 1, 1998, File No. 0-2517, and incorporated herein by reference). | ||
| 4.3 | - - | Registration Rights Agreement, effective July 31, 2000, among Toreador Royalty Corporation and persons party thereto (previously filed as Exhibit 4.5 to Toreador Resources Corporation Registration Statement on Form S-3, No. 333-52522 filed with the Securities and Exchange Commission on December 22, 2000, and incorporated herein by reference). | ||
| 4.4 | - - | Registration Rights Agreement, effective September 11, 2000, among Toreador Resources Corporation and Earl E. Rossman, Jr., Representative of the Holders (previously filed as Exhibit 4.6 to Toreador Resources Corporation Registration Statement on Form S-3, No. 333-52522, filed with the Securities and Exchange Commission on December 22, 2000, and incorporated herein by reference). | ||
| 4.5 | - - | Registration Rights Agreement, effective November 1, 2002, among Toreador Resources Corporation and persons party thereto (previously filed as Exhibit 4.5 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2002, filed No. 0-2517, and incorporated herein by reference). |
| Exhibit | ||||
| Number | Description | |||
| 10.1+ | - - | Employment Agreement, dated as of May 1, 1997 between Toreador Royalty Corporation and Edward C. Marhanka (previously filed as Exhibit 10.5 to Toreador Royalty Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 1997, File No. 0-2517, and incorporated herein by reference). | ||
| 10.2+ | - - | Employment letter agreement between Madison Oil Company and Michael J. FitzGerald dated September 10, 2001 (previously filed as Exhibit 10.1 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, File No. 0-2517, and incorporated herein by reference). | ||
| 10.3+ | - - | Toreador Royalty Corporation 1990 Stock Option Plan (previously filed as Exhibit 10.7 to Toreador Royalty Corporation Annual Report on Form 10-K for the year ended December 31, 1994, File No. 0-2517, and incorporated herein by reference). | ||
| 10.4+ | - - | Amendment to Toreador Royalty Corporation 1990 Stock Option Plan, effective as of May 15, 1997 (previously filed as Exhibit 10.14 to Toreador Royalty Corporation Annual Report on Form 10-K for the year ended December 31, 1997, File No. 0-2517, and incorporated herein by reference). | ||
| 10.5+ | - - | Toreador Royalty Corporation Amended and Restated 1990 Stock Option Plan, effective as of September 24, 1998 (previously filed as Exhibit A to Toreador Royalty Corporation Preliminary Proxy Statement filed with the Securities and Exchange Commission on March 12, 1999, File No. 0-2517, and incorporated herein by reference). | ||
| 10.6+ | - - | Amendment Number One to Toreador Resources Corporation Amended and Restated 1990 Stock Option Plan (previously filed as Exhibit 10.1 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, File No. 0-2517, and incorporated herein by reference). | ||
| 10.7+ | - - | Amendment Number Two to Toreador Resources Corporation Amended and Restated 1990 Stock Option Plan (previously filed as Exhibit 10.4 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, File No. 0-2517, and incorporated herein by reference). | ||
| 10.8+ | - - | Toreador Royalty Corporation 1994 Non-Employee Director Stock Option Plan, as amended (previously filed as Exhibit 10.12 to Toreador Royalty Corporation Annual Report on Form 10-K for the year ended December 31, 1995 File No. 0-2517, and incorporated herein by reference). | ||
| 10.9+ | - - | Toreador Resources Corporation Amended and Restated 1994 Non-employee Director Stock Option Plan (previously filed as Exhibit 10.2 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, File No. 0-2517, and incorporated herein by reference). | ||
| 10.10+ | - - | Toreador Resources Corporation 2002 Stock Option Plan (previously filed as Exhibit 10.16 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2001, File No. 0-2517, and incorporated herein by reference). | ||
| 10.11+ | - - | Amendment Number One to the Toreador Resources Corporation 2002 Stock Option Plan (previously filed as Exhibit 10.5 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, File No. 0-2517, and incorporated herein by reference). |
| Exhibit | ||||
| Number | Description | |||
| 10.12+ | - - | Form of Indemnification Agreement, dated as of April 25, 1995, between Toreador Royalty Corporation and each of the members of our Board of Directors (previously filed as Exhibit 10 to Toreador Royalty Corporation Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1995, File No. 0-2517, and incorporated herein by reference). | ||
| 10.13 | - - | Loan Agreement, effective February 16, 2001, between Toreador Resources Corporation, Toreador Exploration & Production Inc., Toreador Acquisition Corporation and Tormin, Inc. and Bank of Texas, National Association (previously filed as Exhibit 10.9 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2000, File No. 0-2517, and incorporated herein by reference). | ||
| 10.14 | - - | First Amendment to Loan Agreement dated November 8, 2001 between Toreador Resources Corporation, Toreador Exploration & Production Inc., Toreador Acquisition Corporation and Tormin, Inc. and Bank of Texas, National Association Plan (previously filed as Exhibit 10.12 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2001, File No. 0-2517, and incorporated herein by reference). | ||
| 10.15 | - - | Second Amendment to Loan Agreement dated May 9, 2002 between Toreador Resources Corporation, Toreador Exploration & Production Inc., Toreador Acquisition Corporation and Tormin, Inc. and Bank of Texas, National Association (previously filed as Exhibit 10.3 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended June 30, 2002, File No. 0-2517, and incorporated herein by reference). | ||
| 10.16 | - - | Third Amendment to Loan Agreement dated August 7, 2002 between Toreador Resources Corporation, Toreador Exploration & Production Inc., Toreador Acquisition Corporation and Tormin, Inc. and Bank of Texas, National Association (previously filed as Exhibit 10.1 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, File No. 0-2517, and incorporated herein by reference). | ||
| 10.17 | - - | Fourth Amendment to Loan Agreement dated September 30, 2002 between Toreador Resources Corporation, Toreador Exploration & Production Inc., Toreador Acquisition Corporation and Tormin, Inc. and Bank of Texas, National Association (previously filed as Exhibit 10.2 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, File No. 0-2517, and incorporated herein by reference). | ||
| 10.18 | - - | Revolving Credit Facility Agreement dated March 30, 2001, between Madison Oil Company Europe, Madison Oil France S.A., Madison/Chart Energy SCS (n/k/a Madison Energy France), and Barclays Capital (previously filed as Exhibit 10.13 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2001, File No. 0-2517, and incorporated herein by reference). | ||
| 10.19 | - - | Contract for the Supply of Crude Oil from the Parisian Basin, effective January 1, 1997, between Elf Antwar France and Midland Madison Petroleum Company (n/k/a Madison Energy France) (previously filed as Exhibit 10.14 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2001, File No. 0-2517, and incorporated herein by reference). | ||
| 10.20 | - - | Amended and Restated Convertible Debenture, dated December 31, 2001, between Madison Oil Company and PHD Partners LP. (previously filed as Exhibit 10.15 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2001, File No. 0-2517, and incorporated herein by reference). |
| Exhibit | ||||
| Number | Description | |||
| 10.21 | - - | Settlement Agreement dated June 28, 2002, and executed August 29, 2002, between Tullow Pakistan (Developments) Limited and Toreador Resources Corporation (previously filed as Exhibit 10.3 to Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, File No. 0-2517, and incorporated herein by reference). | ||
| 10.22 | - - | Subordinated Revolving Credit Agreement, dated as of October 3, 2001, between Madison Oil Company and Toreador Resources Corporation (previously filed as Exhibit 2.2 to Toreador Resources Corporation Registration Statement on Form S-4, No. 333-72314, filed on October 26, 2001, and incorporated herein by reference). | ||
| 10.23 | - - | Subordinated Revolving Credit Note, dated as of October 3, 2001, between Toreador Resources Corporation and Madison Oil Company (previously filed as Exhibit 2.3 to Toreador Resources Corporation Registration Statement on Form S-4, No. 333-72314, filed on October 26, 2001, and incorporated herein by reference). | ||
| 10.24 | - - | Securities Purchase Agreement, effective November 1, 2002, among Toreador Resources Corporation and persons party thereto (previously filed as Exhibit 10.24 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2002, filed No. 0-2517, and incorporated herein by reference). | ||
| 10.25 | - - | Shareholders Agreement between Anglo-African Energy, Inc. and Trans-Dominion Holdings Limited, dated August 1, 2000 (previously filed as Exhibit 10.25 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2002, filed No. 0-2517, and incorporated herein by reference). | ||
| 10.26 | - - | Consulting Agreement between Toreador Resources Corporation and Richard D. Preston, effective June 1, 2002 (previously filed as Exhibit 10.26 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2002, filed No. 0-2517, and incorporated herein by reference). | ||
| 10.27 | - - | Waiver Letter between Madison Energy France S.C.S. (formerly Madison/Chart Energy S.C.S.), Madison Oil Company Europe, Madison Oil France S.A., Madison Oil Company, Madison Petroleum Inc., Madison (Turkey) Inc., Madison Oil Turkey Inc. and Toreador Resources Corporation and Barclays Bank PLC dated March 21, 2002 (previously filed as Exhibit 10.27 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2002, filed No. 0-2517, and incorporated herein by reference). | ||
| 10.28 | - - | Waiver Letter between Madison Energy France S.C.S. (formerly Madison/Chart Energy S.C.S.), Madison Oil Company Europe, Madison Oil France S.A., Madison Oil Company, Madison Petroleum Inc., Madison (Turkey) Inc., Madison Oil Turkey Inc. and Toreador Resources Corporation and Barclays Bank PLC dated December 31, 2002 (previously filed as Exhibit 10.28 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2002, filed No. 0-2517, and incorporated herein by reference). | ||
| 10.29 | - - | Waiver Letter between Madison Energy France S.C.S. (formerly Madison/Chart Energy S.C.S.), Madison Oil Company Europe, Madison Oil France S.A., Madison Oil Company, Madison Petroleum Inc., Madison (Turkey) Inc., Madison Oil Turkey Inc. and Toreador Resources Corporation and Barclays Bank PLC dated March 25, 2003 (previously filed as Exhibit 10.29 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2002, filed No. 0-2517, and incorporated herein by reference). | ||
| 10.30 | - - | Warrant Letter between Toreador Resources Corporation and Barclays Capital dated March 25, 2003 (previously filed as Exhibit 10.30 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2002, filed No. 0-2517, and incorporated herein by reference). | ||
| 10.31 | - - | Amendment to Settlement Agreement dated as of February 3, 2003, between Tullow Pakistan (Developments) Limited and Toreador Resources Corporation (previously filed as Exhibit 10.31 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2002, filed No. 0-2517, and incorporated herein by reference). | ||
| 10.32 | - - | Waiver Letter between Madison Energy France S.C.S. (formerly Madison Chart/Energy S.C.S.), Madison Oil Company Europe, Madison Oil France S.A., Madison Oil Company, Madison Petroleum Inc., Madison (Turkey) Inc., Madison Oil Turkey Inc. and Toreador Resources Corporation and Barclays Bank PLC dated April 11, 2003 (previously filed as Exhibit 10.32 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2002, filed No. 0-2517, and incorporated herein by reference). | ||
| 16.1 | - - | Letter on Change in Certifying Accountant from PricewaterhouseCoopers LLP, dated June 30, 1999 (previously filed as Exhibit 16 to Amendment No. 2 to Toreador Royalty Corporation Current Report on Form 8-K/A filed on June 30, 1999, File No. 0-2517, and incorporated herein by reference). | ||
| 21.1 | - - | Subsidiaries of Toreador Resources Corporation (previously filed as Exhibit 21.1 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2002, filed No. 0-2517, and incorporated herein by reference). | ||
| 23.1 | - - | Consent of Ernst & Young LLP (previously filed as Exhibit 23.1 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2002, filed No. 0-2517, and incorporated herein by reference). |
| Exhibit | ||||
| Number | Description | |||
| 23.2* | - - | Consent of LaRoche Petroleum Consultants, Ltd. | ||
| 24.1 | - - | Power of Attorney (previously filed as Exhibit 24.1 to Toreador Resources Corporation Annual Report on Form 10-K for the year ended December 31, 2002, filed No. 0-2517, and incorporated herein by reference). | ||
| 99.1* | - - | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | ||
| 99.2* | - - | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| * | Filed herewith. | |
| + | Management contract or compensatory plan |
