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, 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)
<Table>
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)
</Table>
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, 2001
- -------------------------------- ----------------------------
Common Stock, $0.15625 par value 6,369,944 shares
2
TOREADOR RESOURCES CORPORATION
INDEX
Page
Number
------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets (Unaudited)
June 30, 2001 and December 31, 2000 2
Consolidated Statements of Operations (Unaudited)
Six Months Ended June 30, 2001 and 2000 3
Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended June 30, 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 14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 2. Changes in Securities and Use of Proceeds 15
Item 3. Defaults Upon Senior Securities 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 5. Other Information 15
Item 6. Exhibits and Reports on Form 8-K 16
Signatures 19
1
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ITEM 1. FINANCIAL STATEMENTS
TOREADOR RESOURCES CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<Table>
<Caption>
JUNE 30, DECEMBER 31,
2001 2000
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $ 769,801 $ 1,756,161
Accounts and notes receivable 2,619,807 2,678,020
Marketable securities 464,293 255,668
Other 490,459 103,057
------------ ------------
Total current assets 4,344,360 4,792,906
Properties and equipment, less accumulated
depreciation, depletion and amortization 39,109,471 34,629,513
Equity in unconsolidated investments 660,875 715,974
Other assets 486,623 186,562
------------ ------------
Total assets $ 44,601,329 $ 40,324,955
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 630,829 $ 1,348,620
Federal income taxes payable 987,568 266,603
------------ ------------
Total current liabilities 1,618,397 1,615,223
Long-term debt 16,454,469 15,244,223
Deferred tax liability 3,470,157 3,204,616
------------ ------------
Total liabilities 21,543,023 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, $.15625 par value, 20,000,000
shares authorized; 6,941,971 and 6,786,571 shares issued 1,084,683 1,060,402
Capital in excess of par value 15,570,068 14,905,621
Retained earnings 8,065,586 5,618,676
Accumulated other comprehensive income (loss) (18,733) 53,988
------------ ------------
24,861,604 21,798,687
Treasury stock at cost:
572,027 and 527,000 shares (1,803,298) (1,537,794)
------------ ------------
Total stockholders' equity 23,058,306 20,260,893
------------ ------------
Total liabilities and stockholders' equity $ 44,601,329 $ 40,324,955
============ ============
</Table>
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)
<Table>
<Caption>
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
JUNE 30, JUNE 30,
----------- ----------- ----------- -----------
2001 2000 2001 2000
----------- ----------- ----------- -----------
Revenues:
Oil and gas sales $ 3,930,219 $ 2,421,301 $ 8,848,755 $ 4,778,381
Gain on commodity derivatives 443,979 -- 568,050 --
Lease bonuses and rentals 173,745 178,788 325,517 246,879
Interest and other income 44,835 5,042 100,791 14,833
Equity in earnings of unconsolidated investments (54,557) -- (155,099) --
Gain (loss) on sale of marketable securities (25,260) -- 5,505 (54,076)
Gain on sale of properties and other assets 41,738 58,913 169,992 58,913
----------- ----------- ----------- -----------
Total revenues 4,554,699 2,664,044 9,863,511 5,044,930
----------- ----------- ----------- -----------
Costs and expenses:
Lease operating 839,179 463,067 1,552,373 839,778
Dry holes and abandonments 175,625 1,436 175,625 1,436
Depreciation, depletion and amortization 831,272 473,364 1,616,275 982,794
Geological and geophysical 95,140 50,873 272,952 103,641
General and administrative 733,913 489,105 1,377,725 986,096
Interest 263,854 336,039 698,862 664,914
----------- ----------- ----------- -----------
Total costs and expenses 2,938,983 1,813,884 5,693,812 3,578,659
----------- ----------- ----------- -----------
Income before federal income taxes 1,615,716 850,160 4,169,699 1,466,271
Provision for federal income taxes 597,816 292,054 1,542,789 501,530
----------- ----------- ----------- -----------
Net income 1,017,900 558,106 2,626,910 964,741
----------- ----------- ----------- -----------
Dividends on preferred shares 90,000 90,000 180,000 180,000
----------- ----------- ----------- -----------
Income applicable to common shares $ 927,900 $ 468,106 $ 2,446,910 $ 784,741
=========== =========== =========== ===========
Basic earnings per share $ 0.15 $ 0.09 $ 0.39 $ 0.15
=========== =========== =========== ===========
Diluted earnings per share $ 0.13 $ 0.09 $ 0.35 $ 0.15
=========== =========== =========== ===========
Weighted average shares outstanding
Basic 6,314,353 5,153,371 6,292,737 5,162,771
Diluted 7,570,508 5,295,028 7,570,550 5,304,428
</Table>
See accompanying notes to the consolidated financial statements.
3
5
ITEM 1. FINANCIAL STATEMENTS (CONTINUED)
TOREADOR RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<Table>
<Caption>
FOR THE SIX MONTHS ENDED
JUNE 30,
----------- -----------
2001 2000
----------- -----------
Cash flows from operating activities:
Net income $ 2,626,910 $ 964,741
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation, depletion and amortization 1,616,275 982,794
(Gain) loss on sale of marketable securities (5,505) 54,076
Gain on sale of properties (169,992) (58,913)
Equity in earnings of unconsolidated investments 155,099 --
Changes in operating assets and liabilities:
Decrease (increase) in accounts and notes receivable 58,213 (406,309)
Increase in other current assets (387,402) (288,480)
Decrease (increase) in other assets (172,806) 27,389
Increase (decrease) in accounts payable and accrued liabilities (717,791) (354,959)
Increase in federal income taxes payable 720,965 298,530
Other (37,869) --
----------- -----------
Net cash provided by operating activities 3,686,097 1,218,869
----------- -----------
Cash flows from investing activities:
Expenditures for oil and gas property and equipment (5,568,650) (397,318)
Proceeds from the sale of oil and gas properties 551,292 175,417
Proceeds from lease bonuses and rentals 18,191 25,080
Investment in EnergyNet.com, Inc. (100,000) --
Sale of short-term investments -- 13,682
Purchase of marketable securities (593,519) --
Proceeds from sale of marketable securities 279,290 36,009
Purchase of furniture and fixtures (94,875) (11,565)
----------- -----------
Net cash used in investing activities (5,508,271) (158,695)
----------- -----------
Cash flows from financing activities:
Payment for debt issuance costs (138,025) --
Borrowings under revolving credit arrangements 4,850,469 --
Repayments under revolving credit arrangements (3,640,223) (768,623)
Proceeds from issuance of stock 209,097 --
Payment of preferred and common dividends (180,000) (231,775)
Purchase of treasury stock (265,504) (147,801)
----------- -----------
Net cash provided by (used in) financing activities 835,814 (1,148,199)
----------- -----------
Net decrease in cash and cash equivalents (986,360) (88,025)
Cash and cash equivalents, beginning of period 1,756,161 341,463
----------- -----------
Cash and cash equivalents, end of period $ 769,801 $ 253,438
=========== ===========
Supplemental schedule of cash flow information:
Cash paid during the period for:
Income taxes $ 759,427 $ 200,000
=========== ===========
Interest $ 555,742 $ 728,345
=========== ===========
</Table>
See accompanying notes to the consolidated financial statements
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TOREADOR RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended June 30, 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 and six month periods ended June 30, 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:
Six months Ended June 30,
--------------------------
2001 2000
----------- -----------
Net income available to common shareholders $ 2,626,910 $ 964,741
Unrealized holding gain (loss) on available-for-sale
securities (72,721) 35,530
----------- -----------
Comprehensive income $ 2,554,189 $ 1,000,271
=========== ===========
Three months Ended June 30,
--------------------------
2001 2000
----------- -----------
Net income available to common shareholders $ 927,900 $ 468,106
Unrealized holding gain (loss) on available-for-sale
securities 26,205 --
----------- -----------
Comprehensive income $ 954,105 $ 468,106
=========== ===========
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. See the Notes to
the Consolidated Financial Statements for a further discussion.
5
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TOREADOR RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended June 30, 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 entered into call options covering an average volume of
35,000 MMBtu per month at an average index price of $7.27 per MMBtu, coupled
with put options covering 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. During the second quarter of 2001, we entered into a
swap covering 50,000 MMBtu per month from June 2001 through October 2001, under
the terms of which we pay the index price and receive a fixed price of $4.35.
For the three and six month periods ended June 30, 2001, we realized gains on
the settled portions of these transactions amounting to $141,300. We account for
our derivative financial instruments on a mark-to-market basis.
The fair values of the remaining options are based upon the amounts we
would be able to receive or be required to pay to cancel the agreements at June
30, 2001. The fair values of the remaining swaps are based upon the difference
between the strike price and the index price at June 30, 2001. The aggregate
fair value of the remaining options and swaps amounted to an unrealized gain of
$291,450 at June 30, 2001, and an unrealized loss of $135,300 at December 31,
2000. Such amounts are included in other current assets and accounts payable and
accrued liabilities, respectively. Accordingly, for the six months ended June
30, 2001, we recorded an unrealized gain of $426,750, which is reflected in the
statement of operations.
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TOREADOR RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended June 30, 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:
<Table>
<Caption>
% 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%
</Table>
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 June
30, 2001.
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TOREADOR RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended June 30, 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:
<Table>
<Caption>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
2001 2000 2001 2000
---------- ---------- ---------- ----------
Basic earnings per share:
Numerator:
Net income $1,017,900 $ 558,106 $2,626,910 $ 964,741
Less: dividends on preferred shares 90,000 90,000 180,000 180,000
---------- ---------- ---------- ----------
Net income applicable to common shares $ 927,900 $ 468,106 $2,446,910 $ 784,741
========== ========== ========== ==========
Denominator:
Common shares outstanding 6,314,353 5,153,371 6,292,737 5,162,771
========== ========== ========== ==========
Basic earnings per share $ 0.15 $ 0.09 $ 0.39 $ 0.15
Diluted earnings per share:
Numerator:
Net income $1,017,900 $ 558,106 $2,626,910 $ 964,741
Less: dividends on preferred shares N/A 90,000 N/A 180,000
---------- ---------- ---------- ----------
Net income applicable to common shares $1,017,900 $ 468,106 $2,626,910 $ 784,741
========== ========== ========== ==========
Denominator:
Common shares outstanding 6,314,353 5,153,371 6,292,737 5,162,771
Common stock options 256,155 141,657 277,813 141,657
Conversion of preferred shares 1,000,000 -- 1,000,000 --
---------- ---------- ---------- ----------
7,570,508 5,295,028 7,570,550 5,304,428
========== ========== ========== ==========
Diluted earnings per share $ 0.13 $ 0.09 $ 0.35 $ 0.15
========== ========== ========== ==========
</Table>
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TOREADOR RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the six months ended June 30, 2001 and 2000
ITEM 1 - FINANCIAL STATEMENTS (CONTINUED)
NOTE 6 - PROPERTY ACQUISITIONS
On April 26, 2001, we acquired working interests in 18 gross wells in Meade
County, Kansas for approximately $4.2 million, funded by existing cash and
borrowings under the Facility.
On July 26, 2001, we acquired royalty and working interests in approximately 800
gross wells located in Kansas, New Mexico, and Oklahoma for approximately $4.2
million, funded by existing cash and borrowings under the Facility.
NOTE 7 - COMMON STOCK
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 stockholders during 2000. In April 2001, we received approval from a
majority of our stockholders, via written consent, to issue the remaining 90,000
shares (Deferred Shares). We issued the Deferred Shares during May 2001. We
recorded the fair value of the deferred shares as an addition to properties and
equipment, together with an increase to deferred tax liabilities, which
represents the difference between book and income tax bases of the related
assets.
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TOREADOR RESOURCES CORPORATION
For the six months ended June 30, 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
$551,000 during 2001, resulting in net gains of approximately $170,000. Property
sales will continue to be a priority for the remainder of this year and through
2002, 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
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TOREADOR RESOURCES CORPORATION
For the six months ended June 30, 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 $2.0 million to $3.0 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 six months of
2001, cash flow provided by operating activities, before changes in working
capital, was $4.2 million, or $0.56 per diluted share.
During the six months ended June 30, 2001, we repaid $3.6 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 June 30, 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 June 30, 2001
there were 483,673 shares available for repurchase under the programs.
11
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TOREADOR RESOURCES CORPORATION
For the six months ended June 30, 2001 and 2000
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2001 VS.
THREE MONTHS ENDED JUNE 30, 2000
Revenues for the second quarter of 2001 increased by $1,890,655, or
71%, from $2,664,044 for the second quarter of 2000 to $4,554,699 for the second
quarter of 2001. Oil and gas sales were $3,930,219 on volumes of 72,891, Bbls of
oil and 453,554 Mcf of natural gas for the second quarter of 2001 as compared to
oil and gas sales of $2,421,301 on volumes of 55,145 Bbls and 246,335 Mcf in the
second quarter of 2000. This 65% increase in oil and gas sales reflects a 32%
and 84% increase in oil and gas volumes, respectively, resulting from
acquisitions made during 2000 and 2001, in addition to an increase in gas
prices. The average price for second quarter 2001 gas sales increased 15% to
$4.14/Mcf from 3.61/Mcf for the same quarter in 2000. Additionally, we recorded
a gain on commodity derivatives of $443,979 for the three months ended June 30,
2001. Interest and other income increased from $5,042 to $44,835 for the second
quarters of 2000 and 2001, respectively, due to increased cash on hand. For the
second quarter of 2001, EnergyNet incurred a net loss of approximately $170,000,
or $57,000 net to our interest. Loss on sale of properties and other assets was
$25,260 for the second quarter of 2001 as compared to none for the same quarter
in 2000.
Costs and expenses increased by $1,125,099, or 62%, to $2,938,983 in
the second quarter of 2001 versus $1,813,884 for the same period in 2000. Lease
operating expenses increased by $376,112, or 81%, to $839,179 in the second
quarter of 2001 from $463,067 for the second quarter of 2000. This increase was
principally a result of adding working interest properties acquired through our
merger with Texona in September 2000 and the Razorhawk acquisition completed in
April 2001. Dry hole costs amounted to $175,625 for the three months ended June
30, 2001, as compared to $1,436 for the three months ended June 30, 2000, which
is consistent with our increase in drilling activity since that time.
Depreciation, depletion and amortization increased by $357,908, or 76%, to
$831,272 for the second quarter of 2001 from $473,364 for the second quarter of
2000, primarily reflecting depletion related to the increased oil and gas sales
volumes described above. Geological and geophysical expenses increased to
$95,140 for the second quarter of 2001 from $50,873 in 2000, due primarily to
increases in professional engineering fees as the result of the acquisitions
evaluated during 2000 and 2001. General and administrative expenses increased by
$253,458, or 52%, to $742,563 in the second quarter of 2001 from $489,105 for
the second quarter of 2000, primarily due to increased personnel levels, and
other expenditures required to manage acquisitions.
During the second quarter of 2001, we incurred $263,854 in interest
expense, as compared to $336,039 for the second quarter of 2000. The decrease of
$72,185, or 21% relates primarily to a decrease in the floating interest rate
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 second quarters of 2001 and
2000.
We recognized net income applicable to common shares of $927,900, or
$0.15 per basic share and $0.13 per diluted share, for the second quarter of
2001 versus net income of $468,106, or $0.09 per basic and diluted share, for
the same period in 2000.
12
14
TOREADOR RESOURCES CORPORATION
For the six months ended June 30, 2001 and 2000
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
SIX MONTHS ENDED JUNE 30, 2001 VS.
SIX MONTHS ENDED JUNE 30, 2000
Revenues for the six months ended June 30, 2001 increased by
$4,818,581, or 96%, to $9,863,511 from $5,044,930 for same period of 2000. Oil
and gas sales were $8,848,755 on volumes of 151,759 Bbls of oil and 845,406 Mcf
of natural gas for the first six months of 2001 as compared to $4,778,381 on
volumes of 115,972 Bbls and 525,694 Mcf in the first six months of 2000. This
85% increase in oil and gas sales reflects a 31% and 61% increase in oil and gas
volumes, respectively, resulting from acquisitions made during 2000 and 2001, in
addition to a substantial increase in gas prices. The average price of gas sales
for the first six months of 2001 increased 78% to $5.46/Mcf compared to
$3.07/Mcf for the same period in 2000. Lease bonuses and rentals for the first
six months of 2001 were $325,517 versus $246,879 for the same period in 2000 due
to an increase in activity on the Southeastern States Holdings. Interest and
other income increased from $14,833 to $100,791 for the first six months of 2000
and 2001, respectively, due to increased cash on hand. For the first six months
of 2001, EnergyNet incurred a net loss of approximately $470,000, or $163,000
net to our interest, which was not present in the first six months of 2000. Gain
on sale of properties and other assets was $169,992 for the second quarter of
2001 as compared to $58,913 for the same period 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 $2,115,153, or 59%, to $5,693,812 for
the six months ended June 30, 2001 versus $3,578,659 for the same period in
2000. Lease operating expenses increased by $712,595, or 85%, to $1,552,373 for
the first six months of 2001 from $839,778 for the same period in 2000. This
increase was principally the result of adding working interest properties
through our merger with Texona in September 2000 and our working interest
properties acquired in the Razorhawk acquisition in April 2001. Dry hole costs
amounted to $175,625 for the six months ended June 30, 2001, as compared to
$1,436 for the six months ended June 30, 2000, which is consistent with our
increase in drilling activity since that time. Depreciation, depletion and
amortization increased by $633,481, or 64%, to $1,616,275 for the first six
months of 2001 from $982,792 for the first six months of 2000, primarily
reflecting depletion related to the increased oil and gas sales volumes
described above. Geological and geophysical expenses increased to $272,952 for
the first six months of 2001 from $103,641 in the same period of 2000, due
primarily to increases in professional engineering fees as the result of the
acquisitions evaluated 2000 and 2001. General and administrative expenses
increased by $429,498, or 44%, to $1,415,594 in the first six months of 2001
from $986,096 for the same period of 2000, primarily due to increased personnel
levels, and other expenditures required to manage acquisitions.
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TOREADOR RESOURCES CORPORATION
For the six months ended June 30, 2001 and 2000
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
During the six months ended June 30, 2001, we incurred $698,862 in
interest expense, as compared to $664,914 for the six months ended June 30,
2000. The increase of $33,948, or 5% 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, offset by a decrease in the floating
interest rate associated with the new facility. We paid $180,000 for dividends
to preferred shareholders for both the six months ended June 30, 2001 and 2000.
We recognized net income applicable to common shares of $2,446,910, or
$0.39 per basic share and $0.35 per diluted share, for the second quarter of
2001 versus net income of $784,741, or $0.15 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.
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TOREADOR RESOURCES CORPORATION
June 30, 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 have
identical rights and preferences as the Company's currently outstanding shares
of common stock.
The purpose of the issuance of the Deferred Shares was 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.
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.
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. In
April 2000, we received approval from our stockholders to issue the Deferred
Shares.
The Deferred Shares were issued during May 2001, and amounted to 90,000
shares.
ITEM 5. OTHER INFORMATION -- INAPPLICABLE.
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17
TOREADOR RESOURCES CORPORATION
June 30, 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 (previously filed as
Exhibit 3.1 to Toreador Resources Corporation
Annual Report on Form 10-K for the year ended
December 31, 2000, 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).
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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).
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).
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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: -
In April 2001, we filed a Current Report on Form 8-K
dated April 26, 2001 with the Securities and Exchange Commission to
report the acquisition of properties in Meade County, Kansas.
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TOREADOR RESOURCES CORPORATION
June 30, 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
August 8, 2001 /s/ G. Thomas Graves III
------------------------
G. Thomas Graves III,
President and Chief Executive Officer
August 8, 2001 /s/ Douglas W. Weir
---------------------------
Douglas W. Weir
Chief Financial Officer
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