1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark one)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- --------- SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended JUNE 30, 2000
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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 0-2517
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TOREADOR RESOURCES CORPORATION
------------------------------
(Exact name of registrant as specified in its charter)
Delaware 75-0991164
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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
--------------
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 at June 30, 2000
- -------------------------------- ----------------------------
Common Stock, $0.15625 par value 5,148,371 shares
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TOREADOR RESOURCES CORPORATION
INDEX
Page
Number
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets
June 30, 2000 and December 31, 1999 2
Consolidated Statements of Operations
Three and Six Months Ended June 30, 2000 and 1999 3
Consolidated Statements of Cash Flows
Three and Six Months Ended June 30, 2000 and 1999 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 7
Item 3. Quantitative and Qualitative Disclosure about Market Risk 12
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities and Use of Proceeds 13
Item 3. Defaults Upon Senior Securities 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 5. Other Information 13
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 19
Index to Exhibits 20
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TOREADOR RESOURCES CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
June 30, December 31,
2000 1999
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $ 253,438 $ 341,463
Short-term investments -- 13,682
Accounts and notes receivable 1,518,811 1,112,502
Marketable securities -- 36,251
Other 362,475 73,995
------------ ------------
Total current assets 2,134,724 1,577,893
------------ ------------
Properties and equipment, less accumulated
depreciation, depletion and amortization 23,708,042 24,423,537
Other assets 301,002 328,391
Deferred tax benefit 107,855 126,159
------------ ------------
Total assets $ 26,251,623 $ 26,455,980
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 363,006 $ 717,965
Federal income taxes payable 469,847 171,317
Current portion of long-term debt 387,877 250,000
------------ ------------
Total current liabilities 1,220,730 1,139,282
Long-term debt 13,760,000 14,666,500
------------ ------------
Total liabilities 14,980,730 15,805,782
------------ ------------
Stockholders' equity:
Preferred stock, $1.00 par value, 4,000,000
shares authorized; 160,000 issued 160,000 160,000
Common stock, $0.15625 par value, 20,000,000
shares authorized; 5,651,571 shares issued 883,058 883,058
Capital in excess of par value 8,234,380 8,234,380
Retained earnings 3,410,348 2,677,382
Accumulated other comprehensive loss -- (35,530)
------------ ------------
12,687,786 11,919,290
Treasury stock at cost:
503,200 and 475,500 shares (1,416,893) (1,269,092)
------------ ------------
Total stockholders' equity 11,270,893 10,650,198
------------ ------------
Total liabilities and stockholders' equity $ 26,251,623 $ 26,455,980
============ ============
The Company uses the successful efforts method of accounting for its oil and gas
producing activities.
See accompanying notes to the consolidated financial statements.
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ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
TOREADOR RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- ---------------------------
2000 1999 2000 1999
----------- ------------ ----------- -----------
Revenues:
Oil and gas sales $ 2,421,301 $ 901,385 $ 4,778,381 $ 1,532,401
Lease bonuses and rentals 178,788 145,274 246,879 196,625
Interest and other income 5,042 31,183 14,833 66,267
Loss on sale of marketable securities -- -- (54,076) --
Gain on sale of properties and other assets 58,913 -- 58,913 557,227
----------- ----------- ----------- -----------
Total revenues 2,664,044 1,077,842 5,044,930 2,352,520
----------- ----------- ----------- -----------
Costs and expenses:
Lease operating 464,503 112,136 841,214 256,587
Depreciation, depletion and amortization 473,364 181,879 982,794 403,027
Geological and geophysical 50,873 35,123 103,641 168,496
General and administrative 489,105 439,748 986,096 920,174
Interest 336,039 177,791 664,914 353,898
----------- ----------- ----------- -----------
Total costs and expenses 1,813,884 946,677 3,578,659 2,102,182
----------- ----------- ----------- -----------
Income before federal income taxes 850,160 131,165 1,466,271 250,338
Provision for federal income taxes 292,054 44,169 501,530 85,115
----------- ----------- ----------- -----------
Net income 558,106 86,996 964,741 165,223
----------- ----------- ----------- -----------
Dividends on common shares 51,775 -- 51,775 --
Dividends on preferred shares 90,000 90,000 180,000 180,000
----------- ----------- ----------- -----------
Income (loss) applicable to common shares $ 416,331 $ (3,004) $ 732,966 $ (14,777)
=========== =========== =========== ===========
Basic and diluted income per share $ 0.08 $ 0.00 $ 0.14 $ 0.00
=========== =========== =========== ===========
Weighted average shares outstanding
Basic 5,153,371 5,178,338 5,162,771 5,192,004
Diluted 5,295,028 5,195,421 5,304,428 5,209,087
See accompanying notes to the consolidated financial statements.
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ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
TOREADOR RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
JUNE 30, JUNE 30,
-------------------------- --------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
Cash flows from operating activities:
Net income $ 558,106 $ 86,996 $ 964,741 $ 165,223
Adjustments to reconcile net income to
net cash provided (used) by operating activities:
Depreciation, depletion and amortization 473,364 181,879 982,794 403,027
Loss on sale of marketable securities -- -- 54,076 --
Gain on sale of properties and other assets (58,913) -- (58,913) (557,227)
Increase in accounts receivable (191,531) (10,611) (406,309) (15,315)
Increase in other current assets (244,180) (65,063) (288,480) (154,829)
Increase (decrease) in accounts payable and accrued liabilities 24,386 (316,766) (354,959) (360,903)
Increase in federal income taxes payable 139,054 -- 298,530 --
(Increase) decrease in other assets 10,650 (155,435) 27,389 (137,163)
Deferred tax expense -- 44,169 -- 85,115
Other -- -- -- 2,175
----------- ----------- ----------- -----------
Net cash provided (used) by operating activities 710,936 (234,831) 1,218,869 (569,897)
----------- ----------- ----------- -----------
Cash flows from investing activities:
Expenditures for oil and gas property and equipment (233,257) (16,088) (397,318) (92,737)
Proceeds from lease bonuses and rentals 16,898 76,500 25,080 76,500
Sale of short-term investments -- 490,000 13,682 123,662
Sale (purchase) of marketable securities -- 1 -- (30,410)
Proceeds from sale of marketable securities -- -- 36,009 --
Proceeds from sale of properties and other assets 175,417 -- 175,417 740,050
Purchase of furniture and fixtures (9,339) (4,928) (11,565) (48,195)
----------- ----------- ----------- -----------
Net cash provided (used) by investing activities (50,281) 545,485 (158,695) 768,870
----------- ----------- ----------- -----------
Cash flows from financing activities:
Repayments of long-term debt (451,711) (340,000) (768,623) (600,000)
Payment of preferred and common dividends (141,775) (90,000) (231,775) (180,000)
Purchase of treasury stock (84,503) (53,323) (147,801) (53,323)
----------- ----------- ----------- -----------
Net cash used by financing activities (677,989) (483,323) (1,148,199) (833,323)
----------- ----------- ----------- -----------
Net decrease in cash and cash equivalents (17,334) (172,669) (88,025) (634,350)
Cash and cash equivalents, beginning of period 270,772 264,506 341,463 726,187
----------- ----------- ----------- -----------
Cash and cash equivalents, end of period $ 253,438 $ 91,837 $ 253,438 $ 91,837
=========== =========== =========== ===========
Supplemental schedule of cash flow information:
Cash paid during the period for:
Interest expense $ 325,874 204,848 $ 728,345 $ 304,233
Income taxes paid 150,000 -- 200,000 --
See accompanying notes to the consolidated financial statements.
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TOREADOR RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2000 and 1999
ITEM 1 - FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These consolidated financial statements should be read in the context
of the consolidated financial statements and notes thereto filed with the
Securities and Exchange Commission in the 1999 Annual Report on Form 10-K of
Toreador Royalty Corporation (along with Toreador Resources Corporation, the
"Company"). In the opinion of the Company's management, the information
furnished herein reflects all adjustments, consisting of only normal recurring
adjustments, necessary for a fair presentation of the results of the interim
periods reported herein. Operating results for the three and six months ended
June 30, 2000 may not necessarily be indicative of the results for the year
ending December 31, 2000.
NOTE 2 - NON-PRODUCING MINERAL AND ROYALTY INTERESTS
Principal properties include perpetual mineral and royalty interests
acquired by the Company during 1951, 1958, 1998 and 1999. These interests total
approximately 1,368,000 net mineral acres underlying approximately 2,643,000
gross acres. These properties include approximately 1,775,000 gross (876,000
net) acres in Mississippi, Alabama and Louisiana, collectively described as the
"Southeastern States Holdings" and 764,000 gross (460,000 net) acres located in
the Texas Panhandle and West Texas, collectively referred to as the "Texas
Holdings." We also own various royalty interests in Arkansas, California, Kansas
and Michigan covering 102,000 gross (31,000 net) acres, collectively referred to
as the "Four States Holdings". It is recognized that the ultimate realization of
the investment in these properties is dependent upon future exploration and
development operations which are dependent upon satisfactory leasing and
drilling arrangements with others and a favorable oil and gas price environment.
NOTE 3 - LONG-TERM DEBT
A new credit agreement was entered into as of September 30, 1999 with
Compass Bank that amended the existing facility (as amended, the "Facility").
The amendment increased the line of credit under the Facility up to $25,000,000
subject to the underlying collateral value. The Facility is a revolving line of
credit collateralized by various oil and gas interests owned by us. The interest
rate is equal to the prime rate less one-quarter as long as the amount borrowed
is greater than 80% of the borrowing base as defined by the lender ($14,335,000
at June 30, 2000). The rate will drop an additional one-half percent if the
amount borrowed drops below 80% of the borrowing base. In addition, the Facility
has a commitment fee of .375% per annum on unused amounts and a letter of credit
fee of .875% per annum. The interest rate of the Facility at June 30, 2000 was
9.25%, and we are currently not subject to any fees. The maturity date of the
Facility is October 1, 2002. As of June 30, 2000, the outstanding balance of the
Facility was $13,760,000.
The Facility contains various affirmative and negative covenants. These
covenants, among other things, limit additional indebtedness, the sale of assets
and the payment of dividends on common stock, change of control and management
and require us to meet certain financial requirements. Specifically, we must
maintain a current ratio of 1.00 to 1.00 and a debt service coverage ratio of
not less than 1.25 to 1.00.
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TOREADOR RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2000 and 1999
ITEM 1 - FINANCIAL STATEMENTS (CONTINUED)
We obtained a term promissory note (the "Note" as amended) in December
of 1999. The Note was terminated on May 31, 2000, and the remaining unpaid
balance of $2,000,000 was incorporated into the Facility as part of the third
amendment to the credit agreement.
On December 22, 1999, we purchased 50% of certain oil and gas working
interests of Lario Oil & Gas Company located in Finney County, Kansas, pursuant
to a Purchase and Sale Agreement dated as of November 24, 1999, between Lario
and Toreador. The purchase price for the interests was $5,500,000, consisting of
$5,000,000 cash and an agreement to pay the amount of $500,000 on an installment
basis. Half of this amount ($250,000) is to be repaid by Toreador on a monthly
basis, plus interest at prime plus 1%, amortized over 13 months beginning
January, 2000. The remaining $250,000 plus interest at prime plus 1% (which is
currently 10.50% per annum) is to be repaid by Toreador on January 23, 2001.
NOTE 4 - EARNINGS PER ORDINARY SHARE
The following table reconciles the numerators and denominators of the
basic and diluted earnings per ordinary share computation for earnings from
continuing operations:
Income Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
Six months ended June 30, 2000:
Net income $ 964,741
Less: Dividends on preferred and common shares 231,775
---------
Income applicable to common shares 732,966
Basic income per share 5,162,771 $ 0.14
======
Effect of dilutive securities: Stock options -- 141,657
--------- ---------
Income applicable to common shares and
assumed conversions $ 732,966 5,304,428 $ 0.14
========= ========= ======
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TOREADOR RESOURCES CORPORATION
For the three and six months ended June 30, 2000 and 1999
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
General
On June 5, 2000, the Company changed its name from "Toreador Royalty
Corporation" to "Toreador Resources Corporation" by merging a wholly-owned
subsidiary of the Company with and into the Company pursuant to Section 253 of
the Delaware General Corporation law. A Certificate of Ownership and Merger was
filed with the Secretary of State of the State of Delaware to effect the name
change. The sole purpose and effect of the merger was to change the name of the
Company to Toreador Resources Corporation. The Company continues to be listed on
the Nasdaq National Market under the symbol "TRGL."
In June, 2000, the Company redeemed the Stock Purchase Rights issued
pursuant to the Rights Agreement dated as of April 3, 1995. This Rights
Agreement is more commonly known as a "poison pill." The commitment to redeem
the poison pill was made by Toreador's Board of Directors at the time of the
re-structuring of the Company's Board and management in July 1998. The Company
believes that removal of this device will further align the economic interests
of the Board, the management and the stockholders of the Company. In redeeming
the rights, the Board authorized a one-time payment of $.01 per common share,
which was paid on June 15, 2000 to stockholders of record on June 5, 2000.
Overview
The Company's business strategy is to generate strong and consistent
growth in reserves, production, operating cash flows and earnings through a
program of exploration and development drilling and strategic acquisitions of
oil and gas properties. A substantial portion of the Company's growth has been
the result of proved reserve acquisitions. The Company's capital expenditure
plans for 2000 include the investment of approximately $1 million in California,
Kansas and Texas for exploratory and developmental drilling projects. See
section entitled "-- Liquidity and Capital Resources."
The highest priority during 2000 has been to actively pursue
opportunities to make high quality acquisitions that meet or exceed the
Company's economic criteria. On July 5th Toreador announced that an agreement in
principle had been reached to acquire Texona Petroleum Corporation (a privately
held Houston-based oil and gas exploration & production company) by means of a
share-for-share reverse triangular merger. Texona's properties, most of which
are working interest properties, are located in 12 states, principally in
Oklahoma, Louisiana and Texas. If the transaction is ultimately consummated, we
expect to acquire all of the outstanding stock of Texona in exchange for
approximately 1,025,000 shares of our common stock on the effective date of the
transaction, with a commitment to issue an additional 85,000 shares (or cash of
an equivalent value) on or prior to June 1, 2001. If the merger is consummated,
we would add approximately 5,529 MMCF and 431 MBBL to our existing reserve base.
Management believes that this merger will have a positive impact upon our future
liquidity assuming that current favorable oil and gas pricing continues. The
Company currently anticipates that the transaction will close on or about August
15, 2000.
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TOREADOR RESOURCES CORPORATION
For the three and six months ended June 30, 2000 and 1999
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
On July 11, Toreador announced the acquisition of a 35% interest in
EnergyNet.com, Inc. ("EnergyNet"). EnergyNet, which is headquartered in
Amarillo, Texas, auctions oil and gas properties on a real time, on-line basis.
This acquisition formally closed on July 31, 2000. Management believes that
EnergyNet is the business and technological leader in the conduct of on-line
auctions for oil and gas properties. Mr. William W. Britain serves as President
and Chief Executive Officer. Under the terms of the agreement, we will issue
100,000 shares of our common stock along with cash payments totalling $200,000
in return for our receiving 35% of EnergyNet's outstanding common shares. The
Company expects that EnergyNet will be an important strategic affiliate as we
work towards our goal of being a more proactive manager of our portfolio of oil
and gas properties.
Disclosures Regarding Forward-Looking Statements
This report on Form 10-Q includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements
other than statements of historical facts included in this Form 10-Q, including,
without limitation, statements contained in this "Management's Discussion and
Analysis of Financial Condition and Results of Operations" regarding the
Company's financial position, business strategy, plans and objectives of
management of the Company for future operations, and industry conditions, are
forward-looking statements. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to be correct. Any forward-looking
statements herein are subject to certain risks and uncertainties inherent in
petroleum exploration, development and production, including, but not limited to
the risk (1) that no commercially productive oil and gas reservoirs will be
encountered; (2) that acquisitions of additional producing properties may not
occur or be feasible, or that such acquisitions may not be profitable; (3) that
inconclusive results from 3-D seismic projects may occur; (4) that delays or
cancellation of drilling operations may result from a variety of factors; (5)
that oil and gas prices may be volatile due to economic and other conditions;
(6) from intense competition in the oil and gas industry; (7) of operational
risks (e.g., fires, explosions, blowouts, cratering and loss of production); (8)
of insurance coverage limitations and requirements; and (9) of potential
liability imposed by intense governmental regulation of oil and gas production;
all of which are beyond the control of the Company. Any one or more of these
factors could cause actual results to differ materially from those expressed in
any forward-looking statement. All subsequent written and oral forward-looking
statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by the cautionary statements disclosed in
this paragraph and otherwise in this report.
Liquidity and Capital Resources
Historically, most of the exploration activity on our acreage has been
funded and conducted by other oil companies. Exploration activity by third party
oil companies typically generates lease bonus and option income to us. If such
drilling is successful, we receive royalty income from the oil or gas production
but bear none of the capital or operating costs.
We plan to continue to actively pursue exploration and development
opportunities on our own mineral acreage in order to take advantage of the
current favorable level of crude oil and
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TOREADOR RESOURCES CORPORATION
For the three and six months ended June 30, 2000 and 1999
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
natural gas prices. We have also expanded our exploration focus to geologic
regions, particularly those areas with proven and attractive gas reserves, that
can provide potentially better rates of return on our capital resources. We also
plan to evaluate 3-D seismic projects or drilling prospects generated by third
party operators. If judged geologically and financially attractive by our
management, we will enter into joint ventures on those third party projects or
prospects which are within the capital exploration budget approved by our board
of directors.
We also intend to actively pursue and evaluate opportunities to acquire
producing properties that represent unique opportunities for us to add
additional reserves to our reserve base. Any such acquisitions will be financed
using cash on hand, third party sources, existing credit facilities or any
combination thereof.
Our remaining 2000 capital and exploratory budget, excluding any
acquisitions we may make, could range from $750,000 to $1,000,000, depending on
the timing of any new seismic surveys and drilling of exploratory and
development wells in which we may hold a working interest position.
At the present time, the primary source of capital for financing our
operations is our cash flow from operations. During the first six months of
2000, cash flow provided by operation activities was $1,218,869.
During the six months ended June 30, 2000, the Company has repaid
$768,623 of long-term debt. Management intends to continue its focus on
repayment of debt for the remainder of 2000 through the use of the Company's
working capital.
We maintain our excess cash funds in interest-bearing deposits. In
addition to the properties described above, we also may acquire other producing
oil and gas assets, which could require the use of debt, including the
aforementioned credit facility or other forms of financing. Our management
believes that sufficient funds are available from internal sources and other
third party sources to meet anticipated capital requirements for fiscal 2000.
Through June 30, 2000 we have used $1,416,893 of our cash reserves to
purchase 503,200 shares of our Common Stock pursuant to three share repurchase
programs and discretionary repurchases of our stock subject to cash availability
as approved by the board of directors. On July 23, 1998, our board of directors
temporarily suspended the policy of share repurchases to instead use the
Company's excess cash resources toward funding our participation in third party
operated 3-D projects or drilling prospects and acquisition of producing oil and
gas properties. On March 23, 1999, our board of directors had reinstated the
Common Stock repurchase program enabling the Company to purchase the remaining
117,300 shares available under the third stock repurchase plan from time to time
and depending on market conditions. There are 52,500 shares available for
repurchase under the program as of June 30, 2000. The Company does not rule out
the possibility of increasing the number of shares authorized for repurchase in
the future in the event the Company believes that the price of its stock does
not more accurately reflect the economic gains made over the past 24 months.
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TOREADOR RESOURCES CORPORATION
For the three and six months ended June 30, 2000 and 1999
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000 VS.
THREE MONTHS ENDED JUNE 30, 1999
Revenues for the second quarter of 2000 were $2,664,044 versus
$1,077,842 for the same period in 1999, representing an increase of 147%. Oil
and gas sales were $2,421,301 on volumes of 55,145 Bbls of oil and 246,335 Mcf
of natural gas for the second quarter of 2000 as compared to $901,385 on volumes
of 30,748 Bbls and 213,983 Mcf in the second quarter of 1999. This 169% increase
in oil and gas sales reflects a 79% and 15% increase in oil and gas volumes,
respectively, resulting from acquisitions made during 1999, in addition to a
substantial increase in oil and gas prices. The average price for second quarter
2000 oil sales increased 72% to $27.20/Bbl compared to $15.84/Bbl for the same
quarter in 1999. The average price for second quarter 2000 gas sales increased
102% to $3.61/Mcf compared to $1.79/Mcf for the same period in 1999. Net lease
bonuses and rentals for the second quarter of 2000 were $178,788 versus $145,274
for the same period in 1999 due to increased activity on the Southeastern States
Holdings. Gain on sale of properties and other assets was $58,913 for the second
quarter of 2000 as compared to none for the same quarter in 1999, as the result
of the sale of over 20 properties.
Costs and expenses for the second quarter of 2000 were $1,813,884
versus $946,677 for the same period in 1999. Lease operating expenses increased
314% to $464,503 in 2000 from $112,136 in 1999. This increase was principally a
result of adding working interest properties acquired from Lario Oil & Gas
Company in December 1999. In addition to the normal lease operating expenses for
the quarter, there were budgeted workovers conducted that amounted to $176,677
during the second quarter, principally on the Lario properties. Depreciation,
depletion and amortization increased 160% to $473,364 for the second quarter of
2000 from $181,879 in 1999, primarily reflecting depletion related to the
aforementioned increased oil and gas sales volumes. Geological and geophysical
expenses increased slightly to $50,873 for the second quarter of 2000 from
$35,123 in 1999. General and administrative expenses increased a modest 11% to
$489,105 in the second quarter of 2000 from $439,748 for the same period a year
ago, due mainly to increased personnel levels.
During the second quarter of 2000 the Company incurred $336,039 in
interest expense related to the financing for acquisitions made in 1998 and
1999, and the Company paid $141,775 for dividends to preferred shareholders and
in payment for the redemption of the Stock Purchase Rights under the Company's
poison pill. In the same period for 1999 the interest expense was $177,791 and
the dividend payments were $90,000.
The Company recognized net income applicable to common shares of
$416,331, or $0.08 per share (basic and diluted), for the second quarter of 2000
versus a net loss of $3,004, or $0.00 per share (basic and diluted), for the
same period in 1999.
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TOREADOR RESOURCES CORPORATION
For the three and six months ended June 30, 2000 and 1999
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 2000 VS.
SIX MONTHS ENDED JUNE 30, 1999
Revenues for the six months ended June 30, 2000 were $5,044,930 versus
$2,352,520 for the same period in 1999. Oil and gas sales for the six months
ended June 30, 2000 were $4,778,381 on volumes of 115,972 Bbls of oil and
525,694 Mcf of natural gas as compared to $1,532,401 on volumes of 69,591 Bbls
and 391,970 Mcf for the same period in 1999. The $3,245,980 or 114% increase in
oil and gas sales represents a 67% and 34% increase in oil and gas volumes,
respectively, resulting from acquisitions made during 1999 in addition to a
substantial increase in oil and gas prices. Average oil prices increased 128% to
$26.80/Bbl for the six months ended June 30, 2000 from $11.78/Bbl for the six
months ended June 30, 1999. Average gas prices increased 76% to $3.07/Mcf for
the six months ended June 30, 2000 from $1.74/Mcf for the six months ended June
30, 1999. Lease bonuses and rentals increased to $246,879 for the six months
ended June 30, 2000 compared to $196,625 for the prior-year period. This
increase was primarily attributable to lease bonus on acreage in the
Southeastern States Holdings. Gain on sales of properties and other assets
decreased to $58,913 for the six months ended June 30, 2000 versus the $557,227
recorded during the same six month period of 1999, due to the sale of a large
mineral holding in the first quarter of 1999.
Costs and expenses for the six months ended were $3,578,659 versus
$2,102,182 for the same period in 1999. Lease operating expenses increased to
$841,214 for the six months ended June 30, 2000 from $256,587 for the same
period in 1999.This increase was principally a result of adding working interest
properties acquired from Lario Oil & Gas Company in December 1999. In addition
to the normal lease operating expenses for the quarter, there were budgeted
workovers conducted that amounted to $204,817 during the first and second
quarters of 2000, principally on the Lario properties. Depreciation, depletion
and amortization increased 144% to $982,794 for the first six months in 2000
from $403,027 for the same period in 1999, reflecting depletion related to the
aforementioned increase in oil and gas sales volumes. Geological and geophysical
expenses decreased 39% to $103,641 for the six months ended June 30, 2000 from
$168,496 for the prior-year period as a result of the completion of the first
stage of our 3-D seismic projects during the first quarter of 2000. General and
administrative expenses increased to $986,096 for the six months ended June 30,
2000 from $920,174 for the same period a year ago, primarily due to increased
payroll costs.
During the six months ended June 30, 2000 the Company incurred $664,914
in interest expense related to the financing for acquisitions made in 1998 and
1999, and the Company paid $231,775 for dividends to preferred shareholders and
in payment for the redemption of the Stock Purchase Rights under the Company's
poison pill. In the same period for 1999 the interest expense was $353,898 and
the dividend payments were $180,000.
The Company recognized net income applicable to common shares of
$732,966, or $0.14 per share (basic and diluted), for the six months ended June
30, 2000 versus net loss applicable to common shares of $14,777, or $0.00 per
share (basic and diluted) for the same period in 1999.
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13
TOREADOR RESOURCES CORPORATION
For the three and six months ended June 30, 2000 and 1999
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement requires companies to record
derivatives on the balance sheet as assets and liabilities, measured at fair
value. Gains and losses resulting from changes in the values of those
derivatives would be accounted for depending on the use of the derivative and
whether it qualifies for hedge accounting. This statement is not expected to
have a material impact on our consolidated financial statements as we do not
currently have any derivative or hedging instruments. This statement will be
applicable to the Company effective January 1, 2001.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Inapplicable.
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14
TOREADOR RESOURCES CORPORATION
June 30, 2000
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS -- INAPPLICABLE.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS -- INAPPLICABLE.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES -- INAPPLICABLE.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company held its annual meeting of stockholders on May 18, 2000.
Proxies were solicited by the Company pursuant to Regulation 14A under the
Securities and Exchange Act of 1934, as amended. There was no solicitation in
opposition to management's nominees for directors in the proxy statement dated
April 28, 2000, and all such nominees were elected, as detailed below.
Abstentions and
Name For Withheld Broker Non-Votes
---- --- -------- ----------------
J. W. Bullion 4,671,421 4,640 --
Edward Nathan Dane 4,672,121 3,940 --
Peter L. Falb 4,672,121 3,940 --
G. Thomas Graves III 4,669,977 6,084 --
Thomas P. Kellogg, Jr. 4,670,221 5,840 --
William I. Lee 4,672,121 3,940 --
John Mark McLaughlin 4,671,177 4,884 --
ITEM 5. OTHER INFORMATION -- INAPPLICABLE.
-13-
15
TOREADOR RESOURCES CORPORATION
June 30, 2000
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The following exhibits are included herein:
No. Description of Exhibit:
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, and
incorporated herein by reference).
3.1 - Certificate of Incorporation, as amended, of Toreador
Royalty Corporation (previously filed as Exhibit 3.1
to Toreador Royalty Corporation Annual Report on Form
10-K for the year ended December 31, 1998, and
incorporated herein by reference).
3.2 - Amended and Restated Bylaws, as amended, of Toreador
Royalty Corporation (previously filed as Exhibit 3.2
to Toreador Royalty Corporation Annual Report on Form
10-K for the year ended December 31, 1998, and
incorporated herein by reference).
3.3 - Amendment to Bylaws of Toreador Royalty Corporation,
dated April 21, 1997 (previously filed as Exhibit 3.7
to Toreador Royalty Corporation Annual Report on Form
10-K for the year ended December 31, 1997, and
incorporated herein by reference).
3.4 - Amendment to Bylaws of Toreador Royalty Corporation,
dated June 25, 1998 (previously filed as Exhibit 3.1
to Toreador Royalty Corporation Current Report on
Form 8-K filed with the Securities and Exchange
Commission on July 1, 1998, and incorporated herein
by reference).
3.5 - Certificate of Designations of Series A Junior
Participating Preferred Stock of Toreador Royalty
Corporation, dated April 3, 1995 (previously filed as
Exhibit 3 to Toreador Royalty Corporation Quarterly
Report on Form 10-Q for the quarterly period ended
June 30, 1995, and incorporated herein by reference).
3.6 - Certificate of Designation of Series A Convertible
Preferred Stock of Toreador Royalty Corporation,
dated December 14, 1998 (previously filed as Exhibit
10.3 to Toreador Royalty Corporation Current Report
on Form 8-K filed with the Securities and Exchange
Commission on December 31, 1998, and incorporated
herein by reference).
-14-
16
4.1 - Form of Letter Agreement regarding Series A
Convertible Preferred Stock, dated as of March 15,
1999, between Toreador Royalty Corporation and the
holders of Series A Convertible Preferred Stock
(previously filed as Exhibit 4.1 to Toreador Royalty
Corporation Annual Report on Form 10-K for the year
ended December 31, 1998, and incorporated herein by
reference).
4.2 - 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, and incorporated herein by
reference).
4.3 - 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, and incorporated herein
by reference).
4.4 - Stockholder Voting Agreement, dated June 25, 1998,
among the Gralee Persons, the Dane Falb Persons and
Current Management (previously filed as Exhibit 10.2
to Toreador Royalty Corporation Current Report on
Form 8-K filed with the Securities and Exchange
Commission on July 1, 1998, and incorporated herein
by reference).
10.1+ - Form of Stock Option Agreement, between Toreador
Royalty Corporation and Donald E. August, John V.
Ballard, J. W. Bullion, John Mark McLaughlin, and
Jack L. Woods (previously filed as Exhibit 4.6 to
Toreador Royalty Corporation Form S-8 (No. 333-14145)
filed with the Securities and Exchange Commission on
October 15, 1996, and incorporated herein by
reference).
10.2+ - Stock Option Agreement, dated February 17, 1994,
between Toreador Royalty Corporation and Thomas P.
Kellogg, Jr. (previously filed as Exhibit 4.7 to
Toreador Royalty Corporation Form S-8 (No. 333-14145)
filed with the Securities and Exchange Commission on
October 15, 1996, and incorporated herein by
reference).
10.3+ - Form of Stock Option Agreement, between Toreador
Royalty Corporation and Edward C. Marhanka and Earl
V. Tessem, as amended (previously filed as Exhibit
4.8 to Toreador Royalty Corporation Form S-8 (No.
333-14145) filed with the Securities and Exchange
Commission on October 15, 1996, and incorporated
herein by reference).
10.4+ - Incentive Stock Option, dated as of May 15, 1997,
between Toreador Royalty Corporation and Edward C.
Marhanka (previously filed as Exhibit 10.4 to
Toreador Royalty Corporation Quarterly Report on Form
10-Q for the quarter ended June 30, 1997, and
incorporated herein by reference).
10.5+ - Employment Agreement, dated as of May 1, 1997,
between Toreador Royalty Corporation and Edward C.
Marhanka (previously filed as Exhibit
-15-
17
10.5 to Toreador Royalty Corporation Quarterly Report
on Form 10-Q for the quarter ended June 30, 1997, and
incorporated herein by reference).
10.6 - Joint Venture Agreement, dated March 1, 1989, among
Toreador Royalty Corporation, Bandera Petroleum, et
al, as amended (previously filed as Exhibit 10.6 to
Toreador Royalty Corporation Annual Report on Form
10-K for the year ended December 31, 1998, and
incorporated herein by reference).
10.7+ - 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, and incorporated herein by
reference).
10.8+ - 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, and incorporated herein by
reference).
10.9+ - 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, and incorporated herein by
reference).
10.10+ - 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, and incorporated herein by reference).
10.11 - Warrant for the Purchase of Shares of Common Stock
issued to Petrie Parkman & Co., dated May 23, 1994
(previously filed as Exhibit 10.1 to Toreador Royalty
Corporation Registration on Form S-3, and
incorporated herein by reference (No. 33-80572) filed
with the Securities and Exchange Commission on June
22, 1994, 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, and
incorporated herein by reference).
10.13+ - Toreador Royalty Corporation Amended and Restated
1990 Stock Option Plan Nonqualified Stock Option
Agreement, dated September 24, 1998, between Toreador
Royalty Corporation and G. Thomas Graves III
(previously filed as Exhibit 10.13 to Toreador
Royalty Corporation Annual Report on Form 10-K for
the year ended December 31, 1998, and incorporated
herein by reference).
-16-
18
10.14+ - Toreador Royalty Corporation Amended and Restated
1990 Stock Option Plan Nonqualified Stock Option
Agreement, dated September 24, 1998, between Toreador
Royalty Corporation and John Mark McLaughlin
(previously filed as Exhibit 10.14 to Toreador
Royalty Corporation Annual Report on Form 10-K for
the year ended December 31, 1998, and incorporated
herein by reference).
10.15 - Securities Purchase Agreement, effective December 16,
1998, among Toreador Royalty Corporation and the
Purchasers party thereto (previously filed as Exhibit
10.1 to Toreador Royalty Corporation Current Report
on Form 8-K filed with the Securities and Exchange
Commission on December 31, 1998, and incorporated
herein by reference).
10.16 - Purchase and Sale Agreement, effective November 1,
1998, between Howell Petroleum Corporation and the
J.T. Philip Company, as amended (previously filed as
Exhibit 10.4 to Toreador Royalty Corporation Current
Report on Form 8-K filed with the Securities and
Exchange Commission on December 31, 1998, and
incorporated herein by reference).
10.17 - Loan Agreement, effective November 13, 1997, between
Toreador Royalty Corporation and Toreador Exploration
& Production Inc and Compass Bank (previously filed
as Exhibit 10.17 to Toreador Royalty Corporation
Annual Report on Form 10-K for the year ended
December 31, 1998, and incorporated herein by
reference).
10.18 - First Amendment to Loan Agreement, dated September
22, 1998, between Toreador Royalty Corporation and
Toreador Exploration & Production Inc and Compass
Bank (previously filed as Exhibit 10.18 to Toreador
Royalty Corporation Annual Report on Form 10-K for
the year ended December 31, 1998, and incorporated
herein by reference).
10.19 - Second Amendment to Loan Agreement, dated December
15, 1998, between Toreador Royalty Corporation and
Toreador Exploration & Production Inc and Compass
Bank (previously filed as Exhibit 10.19 to Toreador
Royalty Corporation Annual Report on Form 10-K for
the year ended December 31, 1998, and incorporated
herein by reference).
10.20 - Credit Agreement, effective December 15, 1998,
between Compass Bank and Tormin, Inc. (previously
filed as Exhibit 10.5 to Toreador Royalty Corporation
Current Report on Form 8- K filed with the Securities
and Exchange Commission on December 31, 1998, and
incorporated herein by reference).
10.21 - Amended and Restated Credit Agreement, dated April
16, 1999, between Toreador Royalty Corporation and
Toreador Exploration & Production Inc and Compass
Bank (previously filed as Exhibit 10.1 to Toreador
Royalty Corporation Quarterly Report on Form 10-Q for
the quarter ended June 30, 1999, and incorporated
herein by reference).
10.22 - Credit Agreement, effective September 30, 1999,
between Compass Bank, as Lender, Toreador Royalty
Corporation, Toreador Exploration &
-17-
19
Production Inc, and Tormin, Inc., as Borrowers, and
Toreador Acquisition Corporation, as Guarantor
(previously filed as Exhibit 10.1 to Toreador Royalty
Corporation Current Report on Form 8- K, filed on
October 27, 1999, and incorporated herein by
reference).
10.23 - Purchase and Sale Agreement, effective November 24,
1999, between Lario Oil & Gas Company and Toreador
Exploration & Production Inc. (previously filed as
Exhibit 10.1 to Toreador Royalty Corporation Current
Report on Form 8-K filed on January 6, 2000, and
incorporated herein by reference).
10.24 - First Amendment to Loan Agreement, dated December 17,
1999, between Compass Bank, as Lender, and Toreador
Royalty Corporation, Toreador Exploration &
Production Inc. and Tormin, Inc., as Borrowers, and
Toreador Acquisition Corporation, as Guarantor
(previously filed as Exhibit 10.2 to Toreador Royalty
Corporation Current Report on Form 8-K filed on
January 6, 2000, and incorporated herein by
reference).
10.25 - Term Promissory Note, effective December 17, 1999,
between Compass Bank, as Lender, and Toreador Royalty
Corporation, Toreador Exploration & Production Inc.
and Tormin, Inc., as Borrowers, and Toreador
Acquisition Corporation, as Guarantor (previously
filed as Exhibit 10.3 to Toreador Royalty Corporation
Current Report on Form 8-K filed on January 6, 2000,
and incorporated herein by reference).
10.26* - Third Amendment to Loan Agreement, dated May 31,
2000, between Compass Bank, as Lender, and Toreador
Royalty Corporation, Toreador Exploration &
Production Inc. and Tormin, Inc., as Borrowers, and
Toreador Acquisition Corporation, as Guarantor.
27.1* - Financial Data Schedule.
- ----------
* Filed herewith.
+ Management contract or compensatory plan
(b) Reports on Form 8-K:
On June 5, 2000, the Company filed a Current Report on Form
8-K with respect to its name change from Toreador Royalty
Corporation to Toreador Resources Corporation.
On June 5, 2000, the Company filed a Current Report on Form
8-K with respect to the redemption of the Stock Purchase
Rights issued pursuant to the Rights Agreement dated as of
April 3, 1995.
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20
TOREADOR RESOURCES CORPORATION
June 30, 2000
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.
TOREADOR RESOURCES CORPORATION,
Registrant
August 8, 2000 /s/ G. Thomas Graves III
-------------------------------------
G. Thomas Graves III,
President and Chief Executive Officer
August 8, 2000 /s/ Douglas W. Weir
-------------------------------------
Douglas W. Weir
Vice President-Finance and Treasurer
(Principal Financial and Accounting
Officer)
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21
TOREADOR RESOURCES CORPORATION
June 30, 2000
INDEX TO EXHIBITS
EXHIBIT
NO. 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, and
incorporated herein by reference).
3.1 - Certificate of Incorporation, as amended, of Toreador
Royalty Corporation (previously filed as Exhibit 3.1
to Toreador Royalty Corporation Annual Report on Form
10-K for the year ended December 31, 1998, and
incorporated herein by reference).
3.2 - Amended and Restated Bylaws, as amended, of Toreador
Royalty Corporation (previously filed as Exhibit 3.2
to Toreador Royalty Corporation Annual Report on Form
10-K for the year ended December 31, 1998, and
incorporated herein by reference).
3.3 - Amendment to Bylaws of Toreador Royalty Corporation,
dated April 21, 1997 (previously filed as Exhibit 3.7
to Toreador Royalty Corporation Annual Report on Form
10-K for the year ended December 31, 1997, and
incorporated herein by reference).
3.4 - Amendment to Bylaws of Toreador Royalty Corporation,
dated June 25, 1998 (previously filed as Exhibit 3.1
to Toreador Royalty Corporation Current Report on
Form 8-K filed with the Securities and Exchange
Commission on July 1, 1998, and incorporated herein
by reference).
3.5 - Certificate of Designations of Series A Junior
Participating Preferred Stock of Toreador Royalty
Corporation, dated April 3, 1995 (previously filed as
Exhibit 3 to Toreador Royalty Corporation Quarterly
Report on Form 10-Q for the quarterly period ended
June 30, 1995, and incorporated herein by reference).
3.6 - Certificate of Designation of Series A Convertible
Preferred Stock of Toreador Royalty Corporation,
dated December 14,
-20-
22
1998 (previously filed as Exhibit 10.3 to Toreador
Royalty Corporation Current Report on Form 8-K filed
with the Securities and Exchange Commission on
December 31, 1998, and incorporated herein by
reference).
4.1 - Form of Letter Agreement regarding Series A
Convertible Preferred Stock, dated as of March 15,
1999, between Toreador Royalty Corporation and the
holders of Series A Convertible Preferred Stock
(previously filed as Exhibit 4.1 to Toreador Royalty
Corporation Annual Report on Form 10-K for the year
ended December 31, 1998, and incorporated herein by
reference).
4.2 - 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, and incorporated herein by
reference).
4.3 - 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, and incorporated herein
by reference).
4.4 - Stockholder Voting Agreement, dated June 25, 1998,
among the Gralee Persons, the Dane Falb Persons and
Current Management (previously filed as Exhibit 10.2
to Toreador Royalty Corporation Current Report on
Form 8-K filed with the Securities and Exchange
Commission on July 1, 1998, and incorporated herein
by reference).
10.1+ - Form of Stock Option Agreement, between Toreador
Royalty Corporation and Donald E. August, John V.
Ballard, J. W. Bullion, John Mark McLaughlin, and
Jack L. Woods (previously filed as Exhibit 4.6 to
Toreador Royalty Corporation Form S-8 (No. 333-14145)
filed with the Securities and Exchange Commission on
October 15, 1996, and incorporated herein by
reference).
10.2+ - Stock Option Agreement, dated February 17, 1994,
between Toreador Royalty Corporation and Thomas P.
Kellogg, Jr. (previously filed as Exhibit 4.7 to
Toreador Royalty Corporation Form S-8 (No. 333-14145)
filed with the Securities and Exchange Commission on
October 15, 1996, and incorporated herein by
reference).
10.3+ - Form of Stock Option Agreement, between Toreador
Royalty Corporation and Edward C. Marhanka and Earl
V. Tessem,
-21-
23
as amended (previously filed as Exhibit 4.8 to
Toreador Royalty Corporation Form S-8 (No. 333-14145)
filed with the Securities and Exchange Commission on
October 15, 1996, and incorporated herein by
reference).
10.4+ - Incentive Stock Option, dated as of May 15, 1997,
between Toreador Royalty Corporation and Edward C.
Marhanka (previously filed as Exhibit 10.4 to
Toreador Royalty Corporation Quarterly Report on Form
10-Q for the quarter ended June 30, 1997, and
incorporated herein by reference).
10.5+ - 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, and
incorporated herein by reference).
10.6 - Joint Venture Agreement, dated March 1, 1989, among
Toreador Royalty Corporation, Bandera Petroleum, et
al, as amended (previously filed as Exhibit 10.6 to
Toreador Royalty Corporation Annual Report on Form
10-K for the year ended December 31, 1998, and
incorporated herein by reference).
10.7+ - 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, and incorporated herein by
reference).
10.8+ - 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, and incorporated herein by
reference).
10.9+ - 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, and incorporated herein by
reference).
10.10+ - 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, and incorporated herein by reference).
10.11 - Warrant for the Purchase of Shares of Common Stock
issued to Petrie Parkman & Co., dated May 23, 1994
(previously filed as Exhibit 10.1 to Toreador Royalty
Corporation Registration on Form S-3, and
incorporated herein by
-22-
24
reference (No. 33-80572) filed with the Securities
and Exchange Commission on June 22, 1994, 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, and
incorporated herein by reference).
10.13+ - Toreador Royalty Corporation Amended and Restated
1990 Stock Option Plan Nonqualified Stock Option
Agreement, dated September 24, 1998, between Toreador
Royalty Corporation and G. Thomas Graves III
(previously filed as Exhibit 10.13 to Toreador
Royalty Corporation Annual Report on Form 10-K for
the year ended December 31, 1998, and incorporated
herein by reference).
10.14+ - Toreador Royalty Corporation Amended and Restated
1990 Stock Option Plan Nonqualified Stock Option
Agreement, dated September 24, 1998, between Toreador
Royalty Corporation and John Mark McLaughlin
(previously filed as Exhibit 10.14 to Toreador
Royalty Corporation Annual Report on Form 10-K for
the year ended December 31, 1998, and incorporated
herein by reference).
10.15 - Securities Purchase Agreement, effective December 16,
1998, among Toreador Royalty Corporation and the
Purchasers party thereto (previously filed as Exhibit
10.1 to Toreador Royalty Corporation Current Report
on Form 8-K filed with the Securities and Exchange
Commission on December 31, 1998, and incorporated
herein by reference).
10.16 - Purchase and Sale Agreement, effective November 1,
1998, between Howell Petroleum Corporation and the
J.T. Philip Company, as amended (previously filed as
Exhibit 10.4 to Toreador Royalty Corporation Current
Report on Form 8-K filed with the Securities and
Exchange Commission on December 31, 1998, and
incorporated herein by reference).
10.17 - Loan Agreement, effective November 13, 1997, between
Toreador Royalty Corporation and Toreador Exploration
& Production Inc and Compass Bank (previously filed
as Exhibit 10.17 to Toreador Royalty Corporation
Annual Report on Form 10-K for the year ended
December 31, 1998, and incorporated herein by
reference).
10.18 - First Amendment to Loan Agreement, dated September
22, 1998, between Toreador Royalty Corporation and
Toreador Exploration & Production Inc and Compass
Bank (previously
-23-
25
filed as Exhibit 10.18 to Toreador Royalty
Corporation Annual Report on Form 10-K for the year
ended December 31, 1998, and incorporated herein by
reference).
10.19 - Second Amendment to Loan Agreement, dated December
15, 1998, between Toreador Royalty Corporation and
Toreador Exploration & Production Inc and Compass
Bank (previously filed as Exhibit 10.19 to Toreador
Royalty Corporation Annual Report on Form 10-K for
the year ended December 31, 1998, and incorporated
herein by reference).
10.20 - Credit Agreement, effective December 15, 1998,
between Compass Bank and Tormin, Inc. (previously
filed as Exhibit 10.5 to Toreador Royalty Corporation
Current Report on Form 8- K filed with the Securities
and Exchange Commission on December 31, 1998, and
incorporated herein by reference).
10.21 - Amended and Restated Credit Agreement, dated April
16, 1999, between Toreador Royalty Corporation and
Toreador Exploration & Production Inc and Compass
Bank (previously filed as Exhibit 10.1 to Toreador
Royalty Corporation Quarterly Report on Form 10-Q for
the quarter ended June 30, 1999, and incorporated
herein by reference).
10.22 - Credit Agreement, effective September 30, 1999,
between Compass Bank, as Lender, Toreador Royalty
Corporation, Toreador Exploration & Production Inc,
and Tormin, Inc., as Borrowers, and Toreador
Acquisition Corporation, as Guarantor (previously
filed as Exhibit 10.1 to Toreador Royalty Corporation
Current Report on Form 8- K, filed on October 27,
1999, and incorporated herein by reference).
10.23 - Purchase and Sale Agreement, effective November 24,
1999, between Lario Oil & Gas Company and Toreador
Exploration & Production Inc. (previously filed as
Exhibit 10.1 to Toreador Royalty Corporation Current
Report on Form 8-K filed on January 6, 2000, and
incorporated herein by reference).
10.24 - First Amendment to Loan Agreement, dated December 17,
1999, between Compass Bank, as Lender, and Toreador
Royalty Corporation, Toreador Exploration &
Production Inc. and Tormin, Inc., as Borrowers, and
Toreador Acquisition Corporation, as Guarantor
(previously filed as Exhibit 10.2 to Toreador Royalty
Corporation Current Report on Form 8-K filed on
January 6, 2000, and incorporated herein by
reference).
10.25 - Term Promissory Note, effective December 17, 1999,
between Compass Bank, as Lender, and Toreador Royalty
Corporation, Toreador Exploration & Production Inc.
and
-24-
26
Tormin, Inc., as Borrowers, and Toreador Acquisition
Corporation, as Guarantor (previously filed as
Exhibit 10.3 to Toreador Royalty Corporation Current
Report on Form 8-K filed on January 6, 2000, and
incorporated herein by reference).
10.26* - Third Amendment to Loan Agreement, dated May 31,
2000, between Compass Bank, as Lender, and Toreador
Royalty Corporation, Toreador Exploration &
Production Inc. and Tormin, Inc., as Borrowers, and
Toreador Acquisition Corporation, as Guarantor.
27.1* - Financial Data Schedule.
* Filed herewith.
+ Management contract or compensatory plan
-25-