UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 3, 2009
Toreador Resources Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-02517 | | 75-0991164 |
(Commission File Number) | | (IRS Employer Identification No.) |
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13760 Noel Road, Suite 1100 | | |
Dallas, Texas | | 75240 |
(Address of Principal Executive Offices) | | (Zip Code) |
(214) 559-3933
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.02. | | Termination of a Material Definitive Agreement. |
On March 3, 2009, upon completion of the sale of a 26.75% interest in the South Akcakoca Sub-Basin described below under “Item 2.01 – Completion of Acquisition or Disposition of Assets,” Toreador Resources Corporation (“Toreador”) paid all outstanding principal, interest, compensation and fees owed by Toreador under the Loan and Guarantee Agreement, as amended, by and among Toreador, its direct and indirect subsidiaries, Toreador Turkey Ltd., Toreador Romania Ltd., Madison Oil France SAS, Toreador Energy France S.C.S., and Toreador International Holding L.L.C. and International Finance Corporation (“IFC”). Toreador paid IFC $30 million in principal, $5.9 million in additional compensation and $500,000 in accrued interest and fees.
Item 2.01. | | Completion of Acquisition or Disposition of Assets. |
As described in Current Reports on Form 8-K filed on September 23, 2008 and February 4, 2009, Toreador and its subsidiaries, Toreador Turkey Limited and Toreador Turkey Limited, Ankara Turkey Branch and PETROL OFİSİ A.Ş and PETROL OFİSİ ARAMA ÜRETİM SANAYİ ve TİCARET ANONİM ŞİRKETI are parties to the Assignment Agreement dated September 17, 2008, as amended on January 30, 2009 regarding the sale of a 26.75% interest in the South Akcakoca Sub-Basin. On March 3, 2009, Toreador and its subsidiaries completed the sale of the 26.75% interest and received $50.0 million with an additional $5.0 million being due on September 1, 2009. Toreador and its subsidiaries are also to receive the applicable value added tax, and the final purchase price is subject to additional closing adjustments. The effective date of the sale is January 1, 2009.
Toreador’s unaudited pro forma condensed consolidated financial statements are included as “Item 9.01(b) – Financial Statements and Exhibits – Pro Forma Financial Information.”
Item 9.01. | | Financial Statements and Exhibits. |
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(b) | | Pro Forma Financial Information |
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| | Unaudited Pro Forma Condensed Consolidated Financial Statements |
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| | | Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2008 |
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| | | Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Nine Months Ended September 30, 2008 |
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| | | Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2007 |
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(d) | | Exhibits |
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| | 2.1 | Assignment Agreement between PETROL OFISI AS, PETROL OFISI ARAMA URETIM SANAYI ve TICARET ANONIM SIRKETI and Toreador Turkey Limited, Toreador Turkey Limited, Ankara Turkey Branch and Toreador Resources Corporation, dated September 17, 2008, incorporated by reference from Exhibit 2.2 to the Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2008. |
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| | 2.2 | Amendment Protocol dated January 30, 2009 relating to the Assignment Agreement dated September 17th, 2008 between Toreador Turkey Limited, Toreador Turkey Limited, Ankara Turkey Branch and Toreador Resources Corporation and PETROL OFİSİ A.Ş. and PETROL OFİSİ ARAMA ÜRETİM SANAYİ ve TİCARET ANONİM ŞİRKETI, incorporated by reference from Exhibit 2.1 to the Toreador Resources Corporation Current Report on Form 8-K filed on February 4, 2009. |
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated financial statements and related notes are presented to show the effects of the sale of our working and net revenue interests in the South Akcakoca Sub-Basin.
The pro forma consolidated statements of operations for the year ended December 31, 2007 is presented to show the net income (loss) as if the sale occurred on January 1, 2007. The pro forma consolidated statement of operations for the nine months ended September 30, 2008 is presented to show the net income (loss) as if the sale occurred on January 1, 2008. The pro forma condensed consolidated balance sheet is based on the assumption that the sale occurred on September 30, 2008.
Pro forma data are based on assumptions and include adjustments as explained in the notes to the unaudited pro forma condensed consolidated financial statements. The pro forma data are not necessarily indicative of the financial results that would have been attained had the sale occurred on the dates referenced above and should not be viewed as indicative of operations in future periods. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the notes thereto and our Annual Report on Form 10-K for the year ended December 31, 2007 and our quarterly report on Form 10-Q for the quarter ended September 30, 2008.
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TOREADOR RESOURCES CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
| | | | Pro Forma | | Pro Forma | |
| | September 30, 2008 | | Adjustments | | September 30, 2008 | |
| | (In thousands) | | | | | |
| | | | | | | |
ASSETS | | | | | | | |
| | | | | | | |
Cash and cash equivalents | | $ | 24,147 | | $ | 14,100 | (a) | $ | 38,247 | |
Other Current Assets | | | 9,805 | | 5,000 | (b) | | 14,805 | |
Oil and natural gas properties, net, held for sale | | 77,210 | | (77,210 | )(c) | — | |
Total Current Assets | | 111,162 | | (58,110 | ) | 53,052 | |
| | | | | | | |
Oil and natural gas properties, net, using successful efforts method of accounting | | 118,060 | | — | | 118,060 | |
Other assets | | 25,899 | | (924 | )(d) | 24,975 | |
Total Assets | | $ | 255,121 | | $ | (59,034 | ) | $ | 196,087 | |
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LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | |
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Accounts payable and accrued liablities | | $ | 22,393 | | $ | (2,298 | )(e) | $ | 20,095 | |
Other current liabilities | | | 5,584 | | | — | | | 5,584 | |
Total Current Liabilities | | | 27,977 | | | (2,298 | ) | | 25,679 | |
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Long term liabilities | | 30,000 | | (30,000 | )(f) | –– | |
Other long term liabilities | | 22,760 | | — | | 22,760 | |
Convertible Senior Notes | | 80,750 | | — | | 80,750 | |
Total Liabilities | | 161,487 | | (32,298 | ) | 129,189 | |
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Stockholders’ equity | | 93,634 | | (26,736 | )(g) | 66,898 | |
Total Liabilities and Stockholder’s Equity | | $ | 255,121 | | $ | (59,034 | ) | $ | 196,087 | |
Pro Forma Adjustments
The unaudited pro forma condensed balance sheet at September 31, 2008 is based on our unaudited financial statements for the nine months ended September 30, 2008, and the adjustments and assumptions are described below.
(a). Recording of the $50 million cash received upon closing of the sale to Petrol Ofisi and a reduction of $36.4 million to record the retirement of the International Finance Corporation (“IFC”) facility.
(b). To record the $5 million receivable that was part of the sale to Petol Ofisi, that is due on September 1, 2009
(c). Removal of the assets held for sale that was associated with our interest in the South Akcakoca Sub-basin project.
(d). Removal of the capitalized loan fees associated with the IFC facility.
(e). Removal of the accrued interest and additional compensation due to the IFC under the terms of the facility.
(f). Removal of the long term debt that was due to the IFC.
(g). The change in retained earnings was based on the changes described above that are associated with the sale of a 26.75% interest in the South Akcakoca Sub-basin project.
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TOREADOR RESOURCES CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
| | | | | | Pro Forma | |
| | Nine Months Ended | | Pro Forma | | Nine Months Ended | |
| | September 30, 2008 | | Adjustments | | September 30, 2008 | |
| | (In thousands) | | | | | |
| | | | | | | |
Oil and natural gas revenues | | $ | 51,540 | | (11,325 | )(h) | $ | 40,215 | |
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Lease operating | | 13,132 | | (849 | )(i) | 12,283 | |
Exploration expense | | 2,875 | | (497 | )(j) | 2,378 | |
Dry hole and abandonment | | — | | — | | — | |
Depreciation, depletion and amortization | | 29,953 | | (18,637 | )(k) | 11,316 | |
General and administrative | | 12,619 | | — | | 12,619 | |
Impairment on oil and gas properties | | 55,461 | | (38,927 | )(l) | 16,534 | |
Other operating costs and expenses | | 2,106 | | — | | 2,106 | |
Total operating costs and expenses | | 116,146 | | (58,910 | ) | 57,236 | |
Operating loss | | (64,606 | ) | 47,585 | | (17,021 | ) |
Other income (expense) | | (5,027 | ) | (2,886 | )(m) | (7,913 | ) |
Foreign currency exchange gain (loss) | | 2,930 | | (5,159 | )(n) | (2,229 | ) |
Income (loss) from continuing operations before income taxes | | (66,703 | ) | 39,540 | | (27,163 | ) |
Income tax benefit (provision) | | (3,399 | ) | (1,154 | )(o) | (4,553 | ) |
Income from continuing operations | | (70,102 | ) | 38,386 | | (31,716 | ) |
Income from discontinued operations, net of tax | | (22 | ) | — | | (22 | ) |
Net income (loss) | | (70,124 | ) | 38,386 | | (31,738 | ) |
Preferred dividends | | — | | — | | — | |
Income (loss) available to common shares | | $ | (70,124 | ) | $ | 38,386 | | (31,738 | ) |
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Basic income (loss) available to common shares per share from: | | | | | | | |
Continuing operations | | $ | (3.55 | ) | $ | 1.94 | | $ | (1.60 | ) |
Discontinued operations | | (0.00 | ) | — | | (0.00 | ) |
| | $ | (3.55 | ) | $ | 1.94 | | $ | (1.60 | ) |
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Diluted income (loss) available to common shares per share from: | | | | | | | |
Continuing operations | | $ | (3.55 | ) | $ | 1.94 | | $ | (1.60 | ) |
Discontinued operations | | — | | — | | — | |
| | $ | (3.55 | ) | $ | 1.94 | | $ | (1.60 | ) |
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Weighted average shares outstanding: | | | | | | | |
Continuing operations | | 19,776 | | — | | 19,776 | |
Discontinued operations | | 19,776 | | — | | 19,776 | |
Pro Forma Adjustments
The unaudited pro forma consolidated statement of operations for the nine months ended September 30, 2008, is based on our unaudited financial statements for the nine months ended September 30, 2008, and the adjustments and assumptions are described below.
(h). Removal of the natural gas sales associated with our South Akcakoca Sub-basin project.
(i). Removal of the operating expenses associated with our South Akcakoca Sub-basin project.
(j). Removal of the exploration expenses associated with our South Akcakoca Sub-basin project.
(k). Removal of the depreciation, depletion and amortization (“DD&A”) expenses associated with our South Akcakoca Sub-basin project.
(l). Removal of the impairment expenses associated with our South Akcakoca Sub-basin project.
(m). Recording of additional interest expense and additional compensation associated with the International Finance Corporation credit facility.
(n). Recording of the foreign exchange loss associated with our South Akcakoca Sub-basin project.
(o). Recording of a pro forma income tax provision, assuming a 20% rate, based on the pro forma changes in loss from continuing operations before income taxes.
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TOREADOR RESOURCES CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
| | | | | | Pro Forma | |
| | Year Ended | | Pro Forma | | Year Ended | |
| | December 31, 2007 | | Adjustments | | December 31, 2007 | |
| | | | (In thousands) | | | |
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Oil and natural gas revenues | | $ | 41,691 | | (5,667 | )(p) | $ | 36,024 | |
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Lease operating | | 12,644 | | (1,054 | )(q) | 11,590 | |
Exploration expense | | 14,742 | | (1,869 | )(r) | 12,873 | |
Dry hole and abandonment | | 21,840 | | — | | 21,840 | |
Depreciation, depletion and amortization | | 21,257 | | (6,986 | )(s) | 14,271 | |
General and administrative | | 17,313 | | — | | 17,313 | |
Impairment on oil and gas properties | | 13,446 | | — | | 13,446 | |
Other operating costs and expenses | | (2,154 | ) | — | | (2,154 | ) |
Total operating costs and expenses | | 99,088 | | (9,909 | ) | 89,179 | |
Operating loss | | (57,397 | ) | 4,242 | | (53,155 | ) |
Other income (expense) | | (2,440 | ) | (6,237 | )(t) | (8,677 | ) |
Foreign currency exchange gain (loss) | | (26,305 | ) | 25,660 | (u) | (645 | ) |
Income (loss) from continuing operations before income taxes | | (86,142 | ) | 23,665 | | (62,477 | ) |
Income tax benefit (provision) | | 4,676 | | 399 | (v) | 5,075 | |
Income from continuing operations | | (81,466 | ) | 24,064 | | (57,402 | ) |
Income from discontinued operations, net of tax | | 7,045 | | — | | 7,045 | |
Net income (loss) | | (74,421 | ) | 24,064 | | (50,357 | ) |
Preferred dividends | | (162 | ) | — | | (162 | ) |
Income (loss) available to common shares | | $ | (74,583 | ) | $ | 24,064 | | (50,519 | ) |
| | | | | | | |
Basic income (loss) available to common shares per share from: | | | | | | | |
Continuing operations | | $ | (4.45 | ) | $ | 1.31 | | $ | (3.14 | ) |
Discontinued operations | | 0.38 | | — | | 0.38 | |
| | $ | (4.07 | ) | $ | 1.31 | | $ | (2.76 | ) |
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Diluted income (loss) available to common shares per share from: | | | | | | | |
Continuing operations | | $ | (4.45 | ) | $ | 1.31 | | $ | (3.14 | ) |
Discontinued operations | | — | | — | | — | |
| | $ | (4.45 | ) | $ | 1.31 | | $ | (3.14 | ) |
| | | | | | | |
Weighted average shares outstanding: | | | | | | | |
Continuing operations | | 18,358 | | — | | 18,358 | |
Discontinued operations | | 18,358 | | — | | 18,358 | |
Pro Forma Adjustments
The unaudited pro forma consolidated statement of operations for the year ended December 31, 2007, is based on our audited financial statements for the year ended December 31, 2007, and the adjustments and assumptions are described below.
(p). Removal of the natural gas sales associated with our South Akcakoca Sub-basin project.
(q). Removal of the operating expenses associated with our South Akcakoca Sub-basin project.
(r). Removal of the exploration expenses associated with our South Akcakoca Sub-basin project.
(s). Removal of the depreciation, depletion and amortization (“DD&A”) expenses associated with our South Akcakoca Sub-basin project.
(t). Recording of additional interest expense and additional compensation associated with the International Finance Corporation credit facility.
(u). Recording of the foreign exchange loss associated with our South Akcakoca Sub-basin project.
(v). Recording of a pro forma income tax provision, assuming a 20% rate, based on the pro forma changes in loss from continuing operations before income taxes.
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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 hereunto duly authorized.
| | TOREADOR RESOURCES CORPORATION |
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Date: | March 9, 2009 | | |
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| | By: | /s/ Charles J. Campise |
| | | Charles J. Campise, Senior Vice President and Chief Financial Officer |
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EXHIBIT INDEX
Exhibit No. | | Description |
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2.1 | | Assignment Agreement between PETROL OFISI AS, PETROL OFISI ARAMA URETIM SANAYI ve TICARET ANONIM SIRKETI and Toreador Turkey Limited, Toreador Turkey Limited, Ankara Turkey Branch and Toreador Resources Corporation, dated September 17, 2008, incorporated by reference from Exhibit 2.2 to the Toreador Resources Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2008. |
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2.2 | | Amendment Protocol dated January 30, 2009 relating to the Assignment Agreement dated September 17th, 2008 between Toreador Turkey Limited, Toreador Turkey Limited, Ankara Turkey Branch and Toreador Resources Corporation and PETROL OFİSİ A.Ş. and PETROL OFİSİ ARAMA ÜRETİM SANAYİ ve TİCARET ANONİM ŞİRKETI, incorporated by reference from Exhibit 2.1 to the Toreador Resources Corporation Current Report on Form 8-K filed on February 4, 2009. |
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