1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 1997
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 ROYALTY CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 75-0991164
- --------------------------------------- ----------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
530 Preston Commons West
8117 Preston Road
Dallas, Texas 75225
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 369-0080
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 twelve months, 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, 1997
- ------------------------------------- ---------------------------------
Common Stock, $.15625 par value 4,948,171
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TOREADOR ROYALTY CORPORATION
CONSOLIDATED BALANCE SHEET
June 30, June 30, December 31,
1997 1996 1996
------------ ------------ ------------
(Unaudited) (Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents $ 2,916,909 $ 2,945,947 $ 3,074,111
Marketable securities, at market value -- 158,270 --
Accounts receivable 245,861 178,919 508,793
Federal income tax receivable -- 54,899 54,899
Other current assets 48,196 5,578 65,101
------------ ------------ ------------
Total current assets 3,210,966 3,343,613 3,702,904
------------ ------------ ------------
Properties and equipment, less accumulated
depreciation, depletion and amortization 3,200,218 3,260,379 3,306,020
Other assets 116,827 117,534 --
------------ ------------ ------------
Total assets $ 6,528,011 $ 6,721,526 $ 7,008,924
============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 109,032 $ 85,013 $ 256,298
Federal income taxes payable -- 3,984 62,938
------------ ------------ ------------
Total current liabilities 109,032 88,997 319,236
Deferred tax liabilities 96,737 70,143 65,508
------------ ------------ ------------
Total liabilities 205,769 159,140 384,744
------------ ------------ ------------
Stockholders' equity:
Preferred stock, $1.00 par value, 4,000,000
shares authorized; none issued -- -- --
Common stock, $.15625 par value, 10,000,000
shares authorized; 5,356,571 issued 836,964 835,792 836,964
Capital in excess of par value 3,577,385 3,560,042 3,577,385
Retained earnings 2,967,332 2,445,710 2,842,483
Net unrealized gain on marketable securities -- 84,114 --
Minimum pension liability -- -- (88,543)
------------ ------------ ------------
7,381,681 6,925,658 7,168,289
Treasury stock at cost: 408,400 shares,
144,500 shares, and 213,900 shares (1,059,439) (363,272) (544,109)
------------ ------------ ------------
Total stockholders' equity 6,322,242 6,562,386 6,624,180
------------ ------------ ------------
Total liabilities and stockholders' equity $ 6,528,011 $ 6,721,526 $ 7,008,924
============ ============ ============
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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TOREADOR ROYALTY CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
For the Three Months Ended For the Six Months Ended
June 30, June 30,
---------------------------- ----------------------------
1997 1996 1997 1996
------------ ------------ ------------ ------------
Revenues:
Oil and gas sales $ 449,702 $ 523,642 $ 1,127,537 $ 987,155
Lease bonuses and rentals 2,800 -- 112,738 300
Interest and other income 39,963 55,577 77,340 105,876
------------ ------------ ------------ ------------
Total revenues 492,465 579,219 1,317,615 1,093,331
Costs and expenses:
Lease operating expense 141,930 127,710 280,145 218,466
Dry holes and abandonments 10,067 54,986 63,522 89,191
Depreciation, depletion and amortization 56,754 55,322 114,342 107,296
Geological and geophysical 79,475 47,522 153,489 114,720
General and administrative 289,440 216,721 519,236 443,789
------------ ------------ ------------ ------------
Total costs and expenses 577,666 502,261 1,130,734 973,462
------------ ------------ ------------ ------------
Income (loss) from operations (85,201) 76,958 186,881 119,869
Other income:
Gain from sales of marketable securities -- 375,551 -- 375,551
Income (loss) before federal income taxes (85,201) 452,509 186,881 495,420
Provision (benefit) for federal income taxes (25,841) 150,015 62,036 165,450
------------ ------------ ------------ ------------
Net income (loss) $ (59,360) $ 302,494 $ 124,845 $ 329,970
============ ============ ============ ============
Income (loss) per share $ (0.01) $ 0.06 0.02 0.06
============ ============ ============ ============
Weighted average shares outstanding 5,042,070 5,222,745 5,091,240 5,251,194
============ ============ ============ ============
See accompanying notes to the consolidated financial statements.
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TOREADOR ROYALTY CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
For the Three Months Ended For the Six Months Ended
June 30, June 30,
---------------------------- ----------------------------
1997 1996 1997 1996
------------ ------------ ------------ ------------
Cash flows from operating activities:
Net income (loss) $ (59,360) $ 302,494 $ 124,845 $ 329,970
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation, depletion and amortization 56,754 54,986 114,342 107,296
Dry holes and abandonments 10,067 55,322 63,522 89,191
Gain on sale of marketable securities -- (375,551) -- (375,551)
Decrease (increase) in accounts receivable (3,757) (30,518) 262,932 (10,173)
Decrease in federal income tax receivable -- -- 54,899 32,551
Decrease (increase) in pension obligation (8,734) 13,750 (28,280) 791
Decrease in other current assets 40,276 34,250 16,905 16,594
Increase (decrease) in accounts payable and
accrued liabilities 79,804 (20,063) (147,266) (108,226)
Increase (decrease) in federal income taxes payable (71,593) 3,984 (62,938) 3,984
Deferred tax expense 8,317 146,031 31,229 161,458
------------ ------------ ------------ ------------
Net cash provided by operating activities 51,774 184,685 430,190 247,885
------------ ------------ ------------ ------------
Cash flows from investing activities:
Expenditures for oil and gas property and equipment (53,940) (175,357) (149,697) (255,175)
Proceeds from the sale of marketable securities -- 470,984 -- 470,984
Purchase of furniture & fixtures -- (400) -- (400)
Proceeds from lease bonuses and rentals -- -- 77,635 --
------------ ------------ ------------ ------------
Net cash provided (used) by investing activities (53,940) 295,227 (72,062) 215,409
------------ ------------ ------------ ------------
Cash flows from financing activities:
Purchase of treasury stock (503,504) (143,595) (515,330) (308,922)
------------ ------------ ------------ ------------
Net cash used by financing activities (503,504) (143,595) (515,330) (308,922)
------------ ------------ ------------ ------------
Net increase (decrease) in cash and cash equivalents (505,670) 336,317 (157,202) 154,372
Cash and cash equivalents, beginning of period 3,422,579 2,609,630 3,074,111 2,791,575
------------ ------------ ------------ ------------
Cash and cash equivalents, end of period $ 2,916,909 $ 2,945,947 $ 2,916,909 $ 2,945,947
============ ============ ============ ============
Supplemental schedule of cash flow information:
Cash received during the period for Income taxes $ -- $ -- $ 58,589 $ 32,551
Cash paid during the period for Income taxes $ 40,000 $ -- $ 100,000 $ --
See accompanying notes to the consolidated financial statements.
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TOREADOR ROYALTY CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 1997
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 Toreador Royalty Corporation's (the
"Company") 1996 Annual Report on Form 10-K. In the opinion of the Company, 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 from the interim period may
not necessarily be indicative of the results for the year ended December 31,
1997. Certain previously reported financial information has been reclassified
to conform to the current period's presentation.
NOTE 2 - MARKETABLE SECURITIES
The Company does not own any marketable securities. The Company eliminated
its position in the San Juan Basin Royalty Trust in the third quarter of 1996.
NOTE 3 - NON-PRODUCING MINERAL AND ROYALTY INTERESTS
Principal properties include mineral fee interests acquired by the Company
during 1951 and 1958. These interests totaled approximately 530,000 net mineral
acres underlying approximately 870,000 surface acres in the Texas Panhandle and
West Texas. 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. Additionally, the Company owns working or royalty
interests in Texas, New Mexico, Oklahoma, Arkansas, Louisiana and Colorado.
NOTE 4 - INTEREST AND OTHER INCOME
Items in interest and other income consist of:
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -----------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
Interest - Certificates of Deposit and
U. S. Treasury Bills $ 39,963 $ 31,253 $ 76,196 $ 64,977
Distribution from Grantor Trust:
San Juan Basin Royalty Trust -- 4,750 -- 11,975
Other Income -- 19,574 1,144 28,924
---------- ---------- ---------- ----------
$ 39,963 $ 55,577 $ 77,340 $ 105,876
========== ========== ========== ==========
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TOREADOR ROYALTY CORPORATION
For the three and six months ended June 30, 1997
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 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 have been
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 that no commercially productive oil and
gas reservoirs will be encountered; inconclusive results from 3-D seismic
projects; delays or cancellation of drilling operations as a result of a
variety of factors; volatility of oil and gas prices due to economic and other
conditions; intense competition in the oil and gas industry; operational risks
(e.g., fires, explosions, blowouts, cratering and loss of production);
insurance coverage limitations and requirements; and 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 the Company's
acreage has been funded and conducted by other oil companies and this activity
is expected to continue. Exploration activity typically generates lease bonus
and option income to the Company. If drilling is successful, the Company
receives royalty income from the oil or gas production but bears none of the
capital or operating costs. In order to accelerate the evaluation of its
acreage as well as increase its ownership in any reserves discovered, the
Company intends to increase its level of participation in exploring its acreage
by acquiring working interests. The extent to which the Company may acquire
working interests will depend on the availability of outside capital and cash
flow from operations. Currently, the primary sources of capital for the
financing of the Company's operations are cash flow provided from revenues
generated by its proportionate share in oil and natural gas sales and existing
cash, including that from a private offering completed in 1994. To the extent
cash flow
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TOREADOR ROYALTY CORPORATION
For the three and six months ended June 30, 1997
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
from operations does not significantly increase and external sources of capital
are limited or unavailable, the Company's ability to make the capital
investment to participate in 3-D seismic surveys and increase its interest in
projects on its acreage will be limited. Future funds are expected to be
provided through production from existing producing properties and new
producing properties that may be discovered through exploration of the
Company's acreage by third parties or by the Company itself. Funds may also be
provided through external financing in the form of debt or equity. There can be
no assurance as to the extent and availability of these sources of funding.
The Company has no debt and maintains its excess cash funds in
interest-bearing deposits and commercial paper. The Company is not aware of any
demands, commitments or events which will result in its liquidity increasing or
decreasing in a material way. From time to time, the Company may receive lease
bonuses that cannot be anticipated and, when funds are available, the Company
may elect to participate in exploratory ventures. The Company also may acquire
producing oil and gas assets which could require the use of debt.
Management believes that sufficient funds are available internally to
meet anticipated capital requirements for fiscal 1997.
The Company has used $1,042,696 of its cash reserves to purchase
402,700 shares of its Common Stock, as of June 30, 1997. These purchases were
made pursuant to stock repurchase programs authorized by the Board of Directors
on October 10, 1995, of up to 100,000 shares of Common Stock and a second stock
repurchase program on April 22, 1996, of up to 150,000 shares of common stock.
A third stock repurchase program was authorized by the Board of Directors on
April 21, 1997, of up to 300,000 shares of common stock. As of August 8, 1997,
the Company had purchased an aggregate of 152,700 shares at a purchase price of
$411,668 under the third repurchase program. The repurchases of the Company's
shares of Common Stock were made in unsolicited open-market purchases, at
market (not premium) prices, without fixed terms and not contingent upon the
tender of a fixed minimum number of shares or in response to a third party bid
and otherwise in accordance with Rule 10b-18 under the Securities Exchange Act
of 1934, as amended.
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TOREADOR ROYALTY CORPORATION
For the three and six months ended June 30, 1997
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1997 VS
THREE MONTHS ENDED JUNE 30, 1996
Revenues for the second quarter of 1997 were $492,465 versus $579,219
for the same period in 1996. Oil and gas sales were $449,702 on volumes of
19,233 BBLs of oil and 80,569 MCF of natural gas as compared to $523,642 on
volumes of 16,314 BBLs and 90,606 MCF in 1996. The $73,940 decrease in oil and
gas sales resulted from lower oil and gas prices. Average oil prices decreased
16.0% to $17.27/BBL for the three months ended June 30, 1997 from $20.56/BBL
for three months ended June 30, 1996, while average gas prices decreased 30.3%
to $1.45/MCF for the three months ended June 30, 1997 from $2.08/MCF for the
three months ended June 30, 1996. Lease bonuses and rentals increased to $2,800
in 1997 versus none in 1996. Interest and other income was $39,963 in 1997 down
from $55,577 in 1996. This decrease was primarily due to a one time adjustment
for miscellaneous receipts in 1996.
Costs and expenses were $577,666 in 1997 versus $502,261 in 1996.
Lease operating expenses increased to $141,930 in 1997 from $127,710 in 1996
due to the acquisitions made in 1996. Dry holes and abandonments decreased to
$10,067 in 1997 from $54,986 in 1996. Depreciation, depletion and amortization
increased 2.6% to $56,754 in 1997 from $55,322 in 1996, reflecting more
property owned by the Company. Geological and geophysical expenses increased
67.2% to $79,475 in 1997 from $47,522 in 1996, primarily as a result of
retaining a consultant to replace a former employee and a payment for
consulting services relating to the preparation of reserve reports for the year
ended December 31, 1996, normally rendered in the first quarter. General and
administrative expenses increased to $289,440 from $216,721 a year ago,
primarily due to the payment of $86,317 to the former chief executive officer
of the Company, in settlement of his supplemental executive retirement plan.
The Company recognized a net loss of $59,360 or $0.01 per share, for
the second quarter of 1997 versus net income of $302,494, or $0.06 per share,
for the same period in 1996. Net income for the second quarter of 1996 includes
a $375,551 gain from the sale of marketable securities. The Company eliminated
its position in any marketable securities during the third quarter of 1996.
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TOREADOR ROYALTY CORPORATION
For the three and six months ended June 30, 1997
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1997 VS
SIX MONTHS ENDED JUNE 30, 1996
Revenues for the six months ended June 30, 1997 were $1,317,615 versus
$1,093,331 for the same period in 1996. Oil and gas sales were $1,127,537 on
volumes of 37,092 BBLs of oil and 159,892 MCF of natural gas as compared to
$987,155 on volumes of 32,589 BBLs and 176,637 MCF in 1996. The $140,382
increase in oil and gas sales resulted from higher oil and gas prices. Average
oil prices increased 2.9% to $19.93/BBL for the six months ended June 30, 1997
from $19.36/BBL for the six months ended in June 30, 1996, while average gas
prices increased 19.8% to $2.42/MCF for the six months ended June 30, 1997 from
$2.02/MCF for the six months ended June 30, 1996. Lease bonuses and rentals
increased to $112,738 in 1997 versus $300 in 1996, primarily as a result of
receiving bonuses from two exploratory agreements on the Company's minerals.
Interest and other income was $77,340 in 1997 down from $105,876 in 1996. This
decrease was primarily due to the Company liquidating the remainder of its
marketable securities in the San Juan Basin Royalty Trust in August 1996.
Costs and expenses were $1,130,734 in 1997 versus $973,462 in 1996.
Lease operating expenses increased to $280,145 in 1997 from $218,466 in 1996
due to the acquisitions made in 1996. Dry holes and abandonments decreased to
$63,522 in 1997 from $89,191 in 1996. Depreciation, depletion and amortization
increased 6.6% to $114,342 in 1997 from $107,296 in 1996, reflecting more
property owned by the Company. Geological and geophysical expenses increased
33.8% to $153,489 in 1997 from $114,720 in 1996, primarily as a result of
retaining and training a consultant to replace a former employee. General and
administrative expenses increased to $519,236 from $443,789 a year ago,
primarily due to the payment of $86,317 to the former chief executive officer
of the Company, in settlement of his supplemental executive retirement plan.
The Company recognized net income of $124,845 or $0.02 per share, for
the six months ended June 30, 1997 versus net income of $329,970, or $0.06 per
share, for the same period in 1996. Net income for the six months ended June
30, 1996 includes a $375,551 gain from the sale of marketable securities. The
Company eliminated its position in any marketable securities during the third
quarter of 1996.
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TOREADOR ROYALTY CORPORATION
For the three and six months ended June 30, 1997
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
OTHER MATTERS
Recent Accounting Pronouncements
In February 1997, the Financial Accounting Standards Board issued
Statement No. 128 ("SFAS 128"), "Earnings Per Share". This Statement is
effective for financial statements issued for periods ending after December 15,
1997. Earlier adoption is not permitted. SFAS 128 requires dual presentation of
basic and diluted EPS for entities with complex capital structures. The impact
of adopting this statement will not have a material effect on the Company's
earnings per share calculation.
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TOREADOR ROYALTY CORPORATION
June 30, 1997
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The annual meeting of stockholders of the Company was held at
10:00 a.m., local time, on Thursday, May 15, 1997.
(b) Proxies were solicited by the Board of Directors of the Company
pursuant to Regulation 14A under the Securities Exchange Act of 1934. There was
no solicitation in opposition to the Board of Directors' nominees as listed in
the proxy statement and all of such nominees were duly elected.
(c) Out of a total of 5,138,271 shares of common stock of the Company
outstanding and entitled to vote, 3,676,796 shares were present in person or by
proxy, representing approximately 72 percent. The only matter voted on by the
stockholders, as fully described in the definitive proxy materials for the
annual meeting, was the election of directors of the Company. The results of
the voting for the election of directors of the Company were as follows:
Number of Shares
WITHHOLDING
Number of Shares Voting AUTHORITY to Vote for
Nominees FOR Election as Director Election as Director
John V. Ballard 3,638,896 37,900
J. W. Bullion 3,638,596 38,200
Thomas P. Kellogg, Jr. 3,638,596 38,200
John Mark McLaughlin 3,638,896 37,900
Peter R. Vig 3,597,146 79,650
Jack L. Woods 3,638,596 38,200
There were no broker non-votes for the matter voted on by the stockholders at
the annual meeting.
(d) Inapplicable.
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TOREADOR ROYALTY CORPORATION
June 30, 1997
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
The information required by this Item 6(a) is set forth in the Index
to Exhibits accompanying this quarterly report and is incorporated herein by
reference.
(b) Reports on Form 8-K
Form 8-K dated April 23, 1997 (Date of Event: April 21, 1997), which
reported the resignation of Peter R. Vig as Chairman and Chief Executive
Officer of the Company and Donald E. August as a director of the Company, and
the authorization by the Board of Directors of the Company of a stock
repurchase program of up to 300,000 shares of the Company's common stock.
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 ROYALTY CORPORATION,
Registrant
/s/ John Mark McLaughlin
---------------------------------------
John Mark McLaughlin,
Chairman and President
August 8, 1997
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TOREADOR ROYALTY CORPORATION
June 30, 1997
INDEX TO EXHIBITS
Exhibit
Number Description
------- -----------
10.1 - Non-Qualified Stock Option Agreement dated as of May 15,
1997 by and between Toreador Royalty Corporation and
Jack L. Woods.
10.2 - Incentive Stock Option Agreement dated as of May 15, 1997
by and between Toreador Royalty Corporation and John
Mark McLaughlin.
10.3 - Consulting Agreement dated as of May 1, 1997 by and between
Toreador Royalty Corporation and Jack L. Woods.
10.4 - Incentive Stock Option Agreement dated as of May 15, 1997
by and between Toreador Royalty Corporation and
Edward C. Marhanka.
10.5 - Employment Agreement dated as of May 1, 1997 by and between
Toreador Royalty Corporation and Edward C. Marhanka.
27 - Financial Data Schedule