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 MARCH 31, 2001
--------------
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
------
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 March 31, 2001
----- -----------------------------
Common Stock, $0.15625 par value 6,822,971 shares
2
TOREADOR RESOURCES CORPORATION
INDEX
Page
Number
------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets (Unaudited)
March 31, 2001 and December 31, 2000 2
Consolidated Statements of Operations (Unaudited)
Three Months Ended March 31, 2001 and 2000 3
Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended March 31, 2001 and 2000 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations 10
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 14
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 18
3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TOREADOR RESOURCES CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 31, December 31,
2001 2000
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $ 1,639,333 $ 1,756,161
Accounts and notes receivable 2,851,481 2,678,020
Marketable securities 490,845 255,668
Other 84,275 103,057
------------ ------------
Total current assets 5,065,934 4,792,906
------------ ------------
Properties and equipment, less accumulated
depreciation, depletion and amortization 34,208,340 34,629,513
Equity in unconsolidated investments 715,432 715,974
Other assets 196,875 186,562
------------ ------------
Total assets $ 40,186,581 $ 40,324,955
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 538,235 $ 1,348,620
Federal income taxes payable 893,112 266,603
------------ ------------
Total current liabilities 1,431,347 1,615,223
Long-term debt 14,105,000 15,244,223
Deferred tax liability 3,150,412 3,204,616
------------ ------------
Total liabilities 18,686,759 20,064,062
------------ ------------
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; 6,822,971 and 6,786,571 shares issued 1,066,089 1,060,402
Capital in excess of par value 14,984,283 14,905,621
Retained earnings 7,137,686 5,618,676
Accumulated other comprehensive income (loss) (44,938) 53,988
------------ ------------
23,303,120 21,798,687
Treasury stock at cost:
572,027 and 527,000 shares (1,803,298) (1,537,794)
------------ ------------
Total stockholders' equity 21,499,822 20,260,893
------------ ------------
Total liabilities and stockholders' equity $ 40,186,581 $ 40,324,955
============ ============
The Company uses the successful efforts method of accounting for its oil and gas
producing activities.
See accompanying notes to the consolidated financial statements.
-2-
4
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
TOREADOR RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
THREE MONTHS ENDED MARCH 31,
-------------------------------
2001 2000
------------- -------------
Revenues:
Oil and gas sales $ 4,918,536 2,357,080
Lease bonuses and rentals 151,772 68,091
Interest and other income 55,956 9,791
Equity in earnings of unconsolidated investments (100,542) -
Gain on sale of properties and other assets 128,254 -
Gain (loss) on sale of marketable securities 30,765 (54,076)
------------- -------------
Total revenues 5,184,741 2,380,886
------------- -------------
Costs and expenses:
Lease operating 713,194 376,711
Depreciation, depletion and amortization 785,003 509,430
Geological and geophysical 177,812 52,768
General and administrative 673,031 496,991
Other (153,290) -
Interest 435,008 328,875
------------- -------------
Total costs and expenses 2,630,758 1,764,775
------------- -------------
Income before income taxes 2,553,983 616,111
Provision for income taxes 944,973 209,476
------------- -------------
Net income 1,609,010 406,635
Dividends on preferred shares 90,000 90,000
------------- -------------
Income applicable to common shares $ 1,519,010 $ 316,635
============= =============
Basic income per share $ 0.24 $ 0.06
============= =============
Diluted income per share $ 0.21 $ 0.06
============= =============
Weighted average shares outstanding
Basic 6,270,880 5,172,171
Diluted 7,581,637 5,341,253
See accompanying notes to the consolidated financial statements.
-3-
5
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
TOREADOR RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
FOR THE THREE MONTHS ENDED
MARCH 31,
--------------------------
2001 2000
----------- -----------
Cash flows from operating activities:
Net income $ 1,609,010 $ 406,635
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation, depletion and amortization 785,003 509,430
(Gain) loss on sale of marketable securities (30,765) 54,076
Gain on sale of properties (128,254) -
Equity in earnings of unconsolidated investments 100,542 -
Changes in operating assets and liabilities:
Increase in accounts and notes receivable (173,461) (214,778)
Decrease (increase) in other current assets 18,782 (44,300)
Decrease in other assets 114,687 16,739
Decrease in accounts payable and accrued liabilities (810,385) (379,345)
Increase in federal income taxes payable 626,509 159,476
Other (29,218) -
----------- -----------
Net cash provided by operating activities 2,082,450 507,933
Cash flows from investing activities:
Expenditures for oil and gas property and equipment (450,074) (164,061)
Proceeds from the sale of oil and gas properties 241,324 -
Proceeds from lease bonuses and rentals 7,274 8,182
Investment in EnergyNet.com, Inc. (100,000) -
Sale of short-term investments - 13,682
Purchase of marketable securities (489,492) -
Proceeds from sale of marketable securities 131,950 36,009
Purchase of furniture and fixtures (34,100) (2,226)
----------- -----------
Net cash used in investing activities (693,118) (108,414)
Cash flows from financing activities:
Payment for debt issue costs (125,000) -
Proceeds from long-term debt 1,000 -
Payment of principal on long-term debt (1,140,223) (316,912)
Proceeds from issuance of stock 113,567 -
Payment of dividends on preferred shares (90,000) (90,000)
Purchase of treasury stock (265,504) (63,298)
----------- -----------
Net cash used in financing activities (1,506,160) (470,210)
----------- -----------
Net decrease in cash and cash equivalents (116,828) (70,691)
Cash and cash equivalents, beginning of period 1,756,161 341,463
----------- -----------
Cash and cash equivalents, end of period $ 1,639,333 $ 270,772
=========== ===========
Supplemental schedule of cash flow information:
Cash paid during the period for:
Income taxes $ 318,464 $ 50,000
Interest 303,891 402,471
See accompanying notes to the consolidated financial statements.
-4-
6
TOREADOR RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2001 and 2000
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 in the 2000 Annual
Report on Form 10-K of Toreador Resources Corporation (the "Company, we, us,
our") filed with the Securities and Exchange Commission. In the opinion of our
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 months ended March 31, 2001 may not necessarily be
indicative of the results for the year ending December 31, 2001.
Comprehensive income - The following table presents the components of
comprehensive income, net of related tax:
Three Months Ended March 31,
---------------------------
2001 2000
----------- ------------
Net income available to common shareholders $ 1,519,010 $ 316,635
Unrealized holding gain (loss) on available-for-sale
securities (98,926) 35,530
----------- -----------
Comprehensive income $ 1,420,084 $ 352,165
=========== ===========
The only components of accumulated other comprehensive income (loss), net of
related tax, relate to unrealized holding gains and losses associated with our
available-for-sale investments in marketable securities.
New Accounting Pronouncements - On January 1, 2001, we adopted Financial
Accounting Standards Board 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. Included in our
results of operations is a gain of approximately $124,000 related to our
outstanding derivative financial instruments at March 31, 2001. See the Notes to
the Consolidated Financial Statements for a further discussion.
-5-
7
TOREADOR RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2001 and 2000
ITEM 1 - FINANCIAL STATEMENTS (CONTINUED)
NOTE 2 - NON-PRODUCING MINERAL AND ROYALTY INTERESTS
Our principal properties include perpetual mineral and royalty
interests totaling 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 referred to as the "Southeastern States Holdings" and 766,000 gross
(461,000 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." 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 - DERIVATIVE FINANCIAL INSTRUMENTS
During 2000, we sold call options to its counterparty for an average
volume of 35,000 MMBtu per month at an average index price of $7.27 per MMBtu.
We purchased put options from its counterparty for an average volume of 60,000
MMBtu per month at an average index price of $4.01 per MMBtu. The options began
in March 2001, and expire in October 2001. We account for our derivative
financial instruments on a mark-to-market basis.
As of March 31, 2001, the option periods for March 2001 and April 2001
had elapsed, and neither party exercised its options under the agreements.
Accordingly, no amounts were realized during the three months ended March 31,
2001. We obtained the fair values of the remaining options outstanding at March
31, 2001 from quotes provided by the counterparty for each agreement. Such
quotes represent the amount we would be able to receive or be required to pay to
cancel the agreements at March 31, 2001. The aggregate fair value of the
remaining options, which is included in accounts payable and accrued
liabilities, amounted to an unrealized loss of $11,229 and $135,300 at March 31,
2001 and December 31, 2000, respectively. Accordingly, for the three months
ended March 31, 2001, we recorded a gain of $124,071, which is included in other
expense.
-6-
8
TOREADOR RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2001 and 2000
ITEM 1 - FINANCIAL STATEMENTS (CONTINUED)
NOTE 4 - LONG-TERM DEBT
On February 16, 2001, we entered into a new credit agreement (the
"Facility") with Bank of Texas, N.A. The Facility provides a maximum line of
credit up to $75,000,000, subject to the underlying collateral value. Our oil
and gas properties located in Arkansas, Kansas, Mississippi, New Mexico,
Oklahoma, and Texas serve as collateral under the Facility. The Facility expires
on February 16, 2006, at which time all outstanding principal and interest are
due. The facility bears interest at the lesser of (i) the difference between the
prime rate of interest on corporate loans less the Applicable Margin, as defined
below; or (ii) the sum of the LIBOR rate plus the LIBOR spread as defined below:
% of Borrowing Base Outstanding Applicable Margin LIBOR Spread
------------------------------- ----------------- ------------
Greater than or equal to 75% 1.00% 2.00%
Less than 75% 1.25% 1.75%
Additionally, the Facility requires a commitment fee of 0.375% on the
unused portion if less than 75% of the borrowing base is outstanding, and 0.500%
if 75% or greater of the borrowing base is outstanding.
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. We are in compliance with all covenants as of March
31, 2001.
-7-
9
TOREADOR RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2001 and 2000
ITEM 1 - FINANCIAL STATEMENTS (CONTINUED)
NOTE 5 - 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:
Three Months Ended March 31,
----------------------------
2001 2000
------------ ------------
Basic earnings per share:
Numerator:
Net income $ 1,609,010 $ 406,635
Less: dividends on preferred shares 90,000 90,000
------------ ------------
Net income applicable to common shares $ 1,519,010 $ 316,635
============ ============
Denominator:
Common shares outstanding 6,270,880 5,172,171
============ ============
Basic earnings per share $ 0.24 $ 0.06
============ ============
Diluted earnings per share:
Numerator:
Net income $ 1,609,010 $ 406,635
Less: dividends on preferred shares N/A 90,000
------------ ------------
Net income applicable to common shares $ 1,609,010 $ 316,635
============ ============
Denominator:
Common shares outstanding 6,270,880 5,172,171
Common stock options 310,757 169,082
Conversion of preferred shares 1,000,000 -
------------ ------------
7,581,637 5,341,253
============ ============
Diluted earnings per share $ 0.21 $ 0.06
============ ============
-8-
10
TOREADOR RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended March 31, 2001 and 2000
ITEM 1 - FINANCIAL STATEMENTS (CONTINUED)
NOTE 6 - SUBSEQUENT EVENTS
On April 26, 2001, we acquired working interests in 18 gross wells in Meade
County, Kansas from Fremont Exploration, Inc., for approximately $4.2 million,
funded by existing cash and borrowings on the line of credit.
NOTE 7 - CONTINGENCIES
On September 19, 2000, we completed a merger with Texona Petroleum
Corporation (Texona). We exchanged a total of 1,115,500 of our common shares for
all of Texona's outstanding shares. We issued 1,025,000 of those shares to
Texona shareholders during 2000. In April 2001, we received approval from a
majority of our shareholders, via written consent, to issue the remaining 90,000
shares (Deferred Shares). We plan to issue the Deferred Shares no later than
June 1, 2001.
-9-
11
TOREADOR RESOURCES CORPORATION
For the three months ended March 31, 2001 and 2000
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
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 our
financial position, business strategy, plans and objectives of our management
for future operations, and industry conditions, are forward-looking statements.
Although we believe that the expectations reflected in such forward-looking
statements are reasonable, we 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 our
control. 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 us or persons acting
on our behalf are expressly qualified in their entirety by the cautionary
statements disclosed in this paragraph and otherwise in this report.
Overview
Our 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 our growth has been the result of proved
reserve acquisitions. Due to the availability of excess cash flows from
operations, we plan to aggressively pursue exploration projects during 2001, in
addition to any other acquisitions we may pursue.
We have set a high priority on disposing of non-essential assets during
2001. As a result of this emphasis, we have closed property sales totaling over
$240,000 during 2001, resulting in net gains of over $128,000. Property sales
will continue to be a priority for the remainder of this year and through 2001,
with our emphasis on using EnergyNet.com, Inc. ("EnergyNet") as the medium for
the majority of planned dispositions. We acquired a 35% interest in EnergyNet in
July 2000. Mr. G. Thomas Graves III, President of Toreador, also serves as
Chairman of the Board for EnergyNet.
-10-
12
TOREADOR RESOURCES CORPORATION
For the three months ended March 31, 2001 and 2000
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
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 to take advantage of the current
favorable level of crude oil and 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
its 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, 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.
The remaining 2001 capital and exploratory budget, excluding any
acquisitions that may be made, could range from $4.0 million to $6.0 million,
depending on the timing of the drilling of exploratory and development wells in
which we hold a working interest position, and the availability of future
exploration projects.
At the present time, the primary source of capital for financing our
operations is our cash flow from operations. During the first three months of
2001, cash flow provided by operating activities, before changes in working
capital, was $2.3 million, or $0.31 per diluted share.
During the three months ended March 31, 2001, we repaid $1.1 million of
long-term debt. Although there are no required payments due, we intend to repay
debt for the remainder of 2001 through the optimization of our 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. We believe that
sufficient funds are available from internal sources and other third party
sources to meet anticipated capital requirements for fiscal 2001.
Through March 31, 2001, we have used $1,803,298 of our cash reserves to
purchase 572,027 shares of our Common Stock pursuant to four share repurchase
programs and discretionary repurchases of our stock, subject to cash
availability and as approved by the board of directors. As of March 31, 2001
there were 483,673 shares available for repurchase under the programs.
-11-
13
TOREADOR RESOURCES CORPORATION
For the three months ended March 31, 2001 and 2000
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2001 VS.
THREE MONTHS ENDED MARCH 31, 2000
Revenues for the first quarter of 2001 increased by $2,803,855, or
118%, from $2,380,886 for the first quarter of 2000 to $5,184,741 for the first
quarter of 2001. Oil and gas sales were $4,918,536 on volumes of 78,868, Bbls of
oil and 391,853 Mcf of natural gas for the first quarter of 2001 as compared to
$2,357,080 on volumes of 60,827 Bbls and 279,359 Mcf in the first quarter of
2000. This 109% increase in oil and gas sales reflects a 30% and 40% increase in
oil and gas volumes, respectively, resulting from acquisitions made during 2000,
in addition to a substantial increase in gas prices. The average price for first
quarter 2001 gas sales increased 170% to $6.99/Mcf compared to $2.59/Mcf for the
same quarter in 2000. Lease bonuses and rentals for the first quarter of 2001
were $151,772 versus $68,091 for the same period in 2000 due to an increase in
activity on the Southeastern States Holdings. Interest and other income
increased from $9,791 to $55,796 for the first quarters of 2000 and 2001,
respectively, due to increased cash on hand. For the first quarter of 2001,
EnergyNet incurred a net loss of approximately $300,000, or $104,000 net to our
interest. Gain on sale of properties and other assets was $128,254 for the first
quarter of 2001 as compared to none for the same quarter in 2000. The increase
in gain on sale of properties and other assets is primarily the result of
increased property sales through EnergyNet.
Costs and expenses increased by $865,983, or 49%, to $2,630,758 in the
first quarter of 2001 versus $1,764,775 for the same period in 2000. Lease
operating expenses increased by $336,483, or 89%, to $713,194 in the first
quarter of 2001 from $376,711 for the first quarter of 2000. This increase was
principally a result of adding working interest properties acquired from Texona
in September 2000. Depreciation, depletion and amortization increased by
$275,573, or 54%, to $785,003 for the first quarter of 2001 from $509,430 for
the first quarter of 2000, primarily reflecting depletion related to the
increased oil and gas sales volumes described above. Geological and geophysical
expenses increased to $177,812 for the first quarter of 2001 from $52,768 in
2000, due to the increase in seismic activities primarily related to our
exploration project in East Texas. General and administrative expenses increased
by $176,040, or 35%, to $673,031 in the first quarter of 2001 from $496,991 for
the first quarter of 2000, primarily due to increased personnel levels, along
with legal and accounting fees, required to manage acquisitions. Other income
consists primarily of the unrealized gain on commodity derivatives discussed in
the Notes to the Consolidated Financial Statements.
During the first quarter of 2001, we incurred $435,008 in interest
expense, as compared to $328,875 for the first quarter of 2000. The increase of
$106,133, or 32% relates primarily to the removal of unamortized deferred loan
costs, and other incremental costs associated with refinancing our line of
credit in February 2001, as discussed in the Notes to the Consolidated Financial
Statements. We paid $90,000 for dividends to preferred shareholders for both the
first quarters of 2001 and 2000.
We recognized net income applicable to common shares of $1,519,010, or
$0.24 per basic share and $0.21 per diluted share, for the first quarter of 2001
versus net income of $316,635, or $0.06 per basic and diluted share, for the
same period in 2000.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
There have been no material changes from the information provided in
Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2000.
-12-
14
TOREADOR RESOURCES CORPORATION
March 31, 2001
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 --
On December 7, 2000, we submitted a written consent solicitation
statement to the stockholders of the Company as of record date October 19, 2000.
The consent solicitation statement was furnished to the stockholders of the
Company in connection with the solicitation by the Company of the written
consents of the stockholders to the issuance of up to an additional 180,000
shares of our Common Stock (the "Deferred Shares"). The Deferred Shares will
have identical rights and preferences as the Company's currently outstanding
shares of common stock.
The purpose of the issuance of the Deferred Shares is to satisfy
certain obligations that are owed to certain stockholders of Texona pursuant to
the terms of the Merger Agreement, dated as of September 11, 2000, by and among
Texona, the Company, and Toreador Acquisition Corporation. Pursuant to the
Merger Agreement, the outstanding stock of Texona was exchanged for a total of
1,115,000 shares of common stock of the Company, of which 1,025,000 shares
(19.6% of the then outstanding shares) were issued to the Texona stockholders at
the closing of the merger on September 19, 2000.
We did not issue all 1,115,000 shares due to the rules of the National
Association of Securities Dealers Automated Quotation ("Nasdaq") requiring us to
obtain stockholder approval before the issuance of common stock constituting or
having voting power equal to or greater than 20% of the outstanding common
stock. On September 19, 2000, 1,115,000 shares of common stock constituted
approximately 21% of the then outstanding shares. Therefore, in order to comply
with the applicable Nasdaq rules, we initially issued shares of our common stock
equal to 19.6% of the outstanding shares on September 19, 2000, and then were
requesting stockholder approval for the issuance of the Deferred Shares.
Pursuant to the Merger Agreement, the Deferred Shares must be issued no later
than June 1, 2001.
The actual number of Deferred Shares to be issued will be between
90,000 and 180,000 based on a formula set forth in the Merger Agreement, subject
to adjustment prior to the issuance of the Deferred Shares of (i) the payment of
dividends on our currently issued common stock in shares of our common stock;
(ii) a stock split of our common stock; (iii) a reverse stock split of our
common stock; or (iv) other reclassifications or recapitalizations of our common
stock. Once issued, the Deferred Shares will be shares of our common stock
having identical rights and preferences as our currently outstanding shares of
common stock. If the issuance date were March 16, 2001, 90,000 Deferred Shares
would have been issued.
Except for the Texona stockholders that will receive the Deferred
Shares, the current stockholders of the Company's common stock will have their
percentage ownership of common
-13-
15
stock diluted due to the issuance of the Deferred Shares only to the Texona
stockholders. This dilution is approximately 1.7% of the common stock holdings
of each such stockholder if 90,000 Deferred Shares are issued and 3.4% of the
common stock holdings of each such stockholder if 180,000 Deferred Shares are
issued. The actual amount of dilution for each stockholder will depend on the
actual number of Deferred Shares issued.
The Board of Directors unanimously approved the issuance of the
additional shares of common stock as of August 1, 2000. Although approval by
stockholders of the Company of the issuance of common stock is not required
under governing Delaware law, such approval is required under the Nasdaq Rules
applicable to companies listed on the Nasdaq National Market. To assure
continued compliance with the listing rules of the Nasdaq National Market, the
terms of the Merger Agreement provide that the Deferred Shares can only be
issued if the stockholder approval is obtained. If the approval is not obtained,
Deferred Shares will not be issued and there will be no financial penalty.
Out of the 6,249,572 shares of our common stock issued and outstanding
as of October 19, 2000, we received 3,725,155 affirmative votes, 142,688 against
votes, 213,438 abstentions, and 2,168,291 broker non-votes. Although majority
consent was received, the Deferred Shares were not issued. Nasdaq requested that
the Merger Agreement be amended to remove a certain clause calling for a penalty
payment to be made by Toreador to the Texona shareholders if the Deferred Shares
were not issued on or before June 1, 2001. The Merger Agreement was amended on
January 30, 2001 in order to comply with the request.
A revised written consent solicitation was submitted on February 22,
2001 to the stockholders of the Company as of record date February 5, 2001
reflecting the amendment to the Merger Agreement. Out of the 6,279,571 shares of
our common stock issued and outstanding as of February 5, 2001, we received
3,827,963 affirmative votes, 11,180 against votes, and 2,440,428 abstentions and
broker non-votes.
ITEM 5. OTHER INFORMATION -- INAPPLICABLE.
-14-
16
TOREADOR RESOURCES CORPORATION
March 31, 2001
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The following exhibits are included herein:
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 - 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).
3.4 - Amendment to Certificate of Designation of Series A
Convertible Preferred Stock of Toreador Resources
Corporation, dated December 31, 1998.
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).
-15-
17
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 - 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
filed with the Securities and Exchange Commission on
December 22, 2000, and incorporated herein by reference).
4.5 - 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 filed with the
Securities and Exchange Commission on December 22, 2000,
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, and incorporated herein by
reference).
10.2+ - 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).
10.3+ - 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).
10.4+ - 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).
10.5+ - 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, and
incorporated herein by reference).
-16-
18
10.6+ - 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).
10.7+ - 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).
10.8+ - 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).
10.9 - 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, and incorporated herein by reference).
10.10 - 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).
10.11 - Merger Agreement, effective September 11, 2000, between
Texona Petroleum Corporation, Toreador Resources
Corporation and Toreador Acquisition Corporation
(previously filed as Exhibit 10.1 to Toreador Resources
Corporation Current Report on Form 8-K filed on October
2, 2000, and incorporated herein by reference).
10.12 - First Amendment to Merger Agreement, effective January
30, 2001, between Texona Petroleum Corporation, Toreador
Resources Corporation and Toreador Acquisition
Corporation (previously filed as Exhibit 10.12 to
Toreador Resources Corporation Annual Report on Form 10-K
for the year ended December 31, 2000, and incorporated
herein by reference).
- ---------------------
* Filed herewith.
+ Management contract or compensatory plan
(b) Reports on Form 8-K: - none
-17-
19
TOREADOR RESOURCES CORPORATION
March 31, 2001
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
May 7, 2001 /s/ G. Thomas Graves III
-----------------------------------------
G. Thomas Graves III,
President and Chief Executive Officer
May 7, 2001 /s/ Douglas W. Weir
-----------------------------------------
Douglas W. Weir
Chief Financial Officer
-18-