TOREADOR ROYALTY CORP
10-Q, 1996-08-14
CRUDE PETROLEUM & NATURAL GAS
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<PAGE>   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, 1996

                                       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 of                        (I.R.S. Employer
 incorporation or organization)                       Identification Number)
                                                   
         530 Preston Commons West
            8117 Preston Road
              Dallas, Texas                                   75225
  -----------------------------------------                ------------
  (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, 1996
- --------------------------------                   ----------------------------
Common Stock, $.15625 par value                               5,204,571
<PAGE>   2
                       PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

TOREADOR ROYALTY CORPORATION

CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>
                                                        June 30,       June 30,       December 31,
                                                          1996           1995            1995
                                                       ----------     ----------       ----------
                                                       (Unaudited)    (Unaudited)
<S>                                                    <C>            <C>              <C>
ASSETS
Current Assets:
    Cash and cash equivalents                          $2,945,947     $3,217,593       $2,791,575
    Marketable securities, at market value                158,270        635,040          661,501
    Accounts receivable                                   178,919        151,631          168,746
    Federal income tax receivable                          54,899         68,014           87,450
    Prepaid expenses and deposits                           5,578         69,840           22,172
                                                       ----------     ----------       ----------

      Total current assets                              3,343,613      4,142,118        3,731,444
                                                       ----------     ----------       ----------

Properties and equipment, less accumulated
        depreciation, depletion and amortization        3,260,379      2,917,886        3,201,283
Other assets                                              117,534         49,852          118,325
                                                       ----------     ----------       ----------

      Total assets                                     $6,721,526     $7,109,856       $7,051,052
                                                       ==========     ==========       ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
    Accounts payable and accrued liabilities           $   85,013     $  104,881       $  193,238
    Federal income taxes payable                            3,984              -                -
                                                       ----------     ----------       ----------

      Total current liabilities                            88,997        104,881          193,238

Deferred tax liabilities                                   70,143        209,885           47,329
                                                       ----------     ----------       ----------
      Total liabilities                                   159,140        314,766          240,567
                                                       ----------     ----------       ----------

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; 5,349,071 issued               835,792        835,792          835,792
    Capital in excess of par value                      3,560,042      3,560,042        3,560,042
    Retained earnings                                   2,445,710      2,085,688        2,115,733
    Net unrealized gain on marketable securities           84,114        330,312          353,268
                                                       ----------     ----------       ----------
                                                        6,925,658      6,811,834        6,864,835
    Less 144,500 shares (June 30, 1996),
        20,500 shares (December 31, 1995) and
        5,700 shares (June 30, 1995) of common
        stock in treasury, at cost                       (363,272)       (16,744)         (54,350)
                                                       ----------     ----------       ----------
      Total stockholders' equity                        6,562,386      6,795,090        6,810,485
                                                       ----------     ----------       ----------
      Total liabilities and stockholders' equity        $6,721,526     $7,109,856       $7,051,052
                                                       ==========     ==========       ==========
</TABLE>


The Company uses the successful efforts method of accounting for its oil and
gas producing activities.





                                     -2-
<PAGE>   3
TOREADOR ROYALTY CORPORATION

CONSOLIDATED STATEMENT OF INCOME
(UNAUDITED)

<TABLE>
<CAPTION>
                                                   For the Three Months Ended     For the Six Months Ended
                                                           June 30,                     June 30,        
                                                    ------------------------      -------------------------       
                                                       1996          1995            1996           1995    
                                                    ----------    ----------      -----------    ---------- 
<S>                                                 <C>           <C>              <C>           <C>        
Revenues:                                                                                             
    Oil and gas sales                               $  523,642    $  299,387       $  987,155    $  643,064 
    Interest and other income                           55,577        66,116          106,176       159,723 
                                                    ----------    ----------       ----------    ---------- 
                                                                                                      
      Total revenues                                   579,219       365,503        1,093,331       802,787 
                                                                                                      
Costs and expenses:                                                                                   
    Lease operating expense                            127,710        92,471          218,466       161,934 
    Dry holes and abandonments                          54,986       105,977           89,191       175,378 
    Depreciation, depletion and amortization            55,322        52,988          107,296       109,963 
    Geological and geophysical                          47,522        62,552          114,720       112,080 
    General and administrative                         216,721       492,712          443,789       683,908 
                                                    ----------    ----------       ----------    ---------- 
                                                                                                      
      Total costs and expenses                         502,260       806,700          973,462     1,243,263 
                                                    ----------    ----------       ----------    ---------- 
                                                                                                      
Income from operations                                  76,958      (441,197)         119,869      (440,476)
                                                                                                      
Other income:                                                                                         
    Gain from sales of marketable securities           375,551          -             375,551           - 
                                                    ----------    ----------       ----------    ---------- 
                                                                                                      
Income before federal income taxes                     452,509      (441,197)         495,420      (440,476)
                                                                                                      
Provision for federal income tax expense               150,015           -            165,450           - 
                                                    ----------    ----------       ----------    ---------- 
                                                                                                      
Net income                                          $  302,494    $ (441,197)      $  329,970    $ (440,476)
                                                    ==========    ==========       ==========    ========== 
                                                                                                      
Income per share                                    $     0.06    $    (0.08)      $     0.06    $    (0.08)
                                                    ==========    ==========       ==========    ========== 
                                                                                                      
Weighted average shares outstanding                  5,251,359     5,343,371        5,251,359     5,343,371 
                                                    ==========    ==========       ==========    ========== 
</TABLE>





                                     -3-
<PAGE>   4

TOREADOR ROYALTY CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
                                                               For the Three Months Ended   For the Six Months Ended
                                                                      June 30,                     June 30,               
                                                               -----------------------      -----------------------
                                                                  1996         1995            1996         1995    
                                                               ----------   ----------      ----------   ----------
<S>                                                            <C>          <C>             <C>          <C>        
Cash flows from operating activities:                                                                               
    Net income (loss)                                          $  302,494   $ (441,197)     $  329,970   $ (440,476)
    Adjustments to reconcile net income to net                                                                      
    cash provided by operating activities:                                                                          
      Depreciation, depletion and amortization                     54,986       52,988         107,296      109,963 
      Dry holes and abandonments                                   55,322      105,977          89,191      175,378 
      Gain on sale of marketable securities                      (375,551)           -        (375,551)           - 
      Decrease (increase) in accounts receivable                  (30,518)      16,222         (10,173)       9,070 
      Decrease in federal income tax receivable                         -            -          32,551            - 
      Pension funding in excess of expense                         13,750            -             791            - 
      Decrease in prepaid expenses and deposits                    34,250       36,872          16,594            - 
      Decrease in accounts payable and accrued liabilities        (20,063)     (47,539)       (108,226)     (59,882)
      Increase in federal income taxes payable                      3,984            -           3,984            - 
      Deferred tax expense                                        146,031            -         161,458            - 
                                                               ----------   ----------      ----------   ----------
        Net cash provided (used) by operating activities          184,685     (276,677)        247,885     (205,947)
                                                               ----------   ----------      ----------   ----------

                                                                                                                    
Cash flows from investing activities:                                                                               
     Expenditures for oil and gas property and                                                                      
     equipment                                                   (175,357)    (184,145)       (255,175)    (466,782)
     Proceeds from the sale of marketable securities              470,984            -         470,984            - 
     Purchase of furniture and fixtures                              (400)      (3,344)           (400)      (3,344)
                                                               ----------   ----------      ----------   ---------- 

        Net cash used by investing activities                     295,227     (187,489)        215,409     (470,126)
                                                               ----------   ----------      ----------   ----------
                                                                                                                    
Cash flows from financing activities:                                                                               
    Purchase of treasury stock                                   (140,970)           -        (306,297)           - 
                                                               ----------   ----------      ----------   ----------
                                                                                                                    
        Net cash provided (used) by                                                                                 
        financing activities                                     (140,970)           -        (306,297)           - 
                                                               ----------   ----------      ----------   ----------
                                                                                                                    
Net increase (decrease) in cash and                                                                                 
cash equivalents                                                  338,942     (464,166)        156,997     (676,073)
                                                                                                                    
Cash and cash equivalents, beginning of period                  2,609,630    3,681,759       2,791,575    3,893,666 
                                                               ----------   ----------      ----------   ----------
                                                                                                                    
Cash and cash equivalents, end of period                       $2,948,572   $3,217,593      $2,948,572   $3,217,593 
                                                               ==========   ==========      ==========   ========== 

Supplemental schedule of cash flow information:                                                                     
    Cash paid (received) during the period for:                                                                     
      Income taxes                                             $        -   $        -      $  (32,551)  $        - 
</TABLE>





                                     -4-
<PAGE>   5
                          TOREADOR ROYALTY CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                For the three and six months ended June 30, 1996


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") 1995 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,
1996.  Certain previously reported financial information has been reclassified
to conform to the current period's presentation.

NOTE 2 - MARKETABLE SECURITIES

     Marketable securities in the San Juan Basin Royalty Trust are comprised of
25,840 shares at June 30, 1996 and 105,840 shares at June 30, 1995.  At June
30, 1996, the Company's cost in this royalty trust is $30,825.  At June 30,
1996, the market value of these securities which are designated as available
for sale aggregated $158,270, resulting in a gross unrealized gain in the
amount of $127,445 and an unrealized gain, net of tax effect, of $84,114.  At
June 30, 1995, the market value of these securities was $912,870, resulting in
a gross unrealized gain in the amount of $786,612 and an unrealized gain, net
of tax effect, of $511,297.  At December 31, 1995, the market value of these
securities was $661,501, resulting in a gross unrealized gain in the amount of
$535,243, and an unrealized gain, net of tax effect, of $353,268.

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.





                                      -5-
<PAGE>   6





                          TOREADOR ROYALTY CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                For the three and six months ended June 30, 1996


NOTE 4 - INTEREST AND OTHER INCOME

     Items in interest and other income consist of:

<TABLE>
<CAPTION>
                                                      Three Months Ended
                                                           June 30,         
                                                 ------------------------------
                                                    1996                1995
                                                 ---------           ----------
<S>                                              <C>                 <C>      
Interest - Certificates of Deposit and       
         U. S. Treasury Bills                    $  31,253            $  54,639
Distribution from Grantor Trust:                
         San Juan Basin Royalty Trust                4,750               11,477
Other income                                        19,574                    -          
                                                 ---------            ---------
                                             
                                                 $  55,577            $  66,116
                                                 =========            =========
</TABLE>                                        

NOTE 5 - CAPITAL

     On May 23, 1994, the Company privately placed 809,071 shares of common
stock for an aggregate consideration of $2,831,749.  In its private placement
agreement with the purchasers, the Company granted them registration rights,
pursuant to which a registration statement on Form S-3 covering all the shares
was filed on June 22, 1994. The registration statement was declared effective
July 11, 1994 and the Company is obligated to maintain such effectiveness until
May 23, 1996. The Company removed from registration the shares of common stock
that remained unsold pursuant to an amendment to the registration statement
declared effective May 28, 1996.  In connection with the private placement, the
Company's placement agent received a five-year warrant to purchase 106,867
shares of common stock at a price of $4.375 per share.  The placement agent has
rights to participate in registered offerings of common stock by the Company.

     The net proceeds to the Company from the private placement (after
deducting the placement agent's fee of $141,112 and expenses of approximately
$75,000) were approximately $2,616,000.





                                      -6-
<PAGE>   7





                          TOREADOR ROYALTY CORPORATION

                For the three and six months ended June 30, 1996


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





                                      -7-
<PAGE>   8





                          TOREADOR ROYALTY CORPORATION

                For the three and six months ended June 30, 1996

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS (CONTINUED)

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 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 1996.

         Since December 4, 1995, the Company, as of June 30, 1996, has used
$346,528.12 of its cash reserves to purchase 138,800 shares of its Common
Stock.  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.  As of July 18, 1996, the Company has
purchased an aggregate of 51,200 shares at a purchase price of $135,850.00
under the second 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.





                                      -8-
<PAGE>   9





                          TOREADOR ROYALTY CORPORATION

                For the three and six months ended June 30, 1996

RESULTS OF OPERATIONS

   THREE MONTHS ENDED JUNE 30, 1996 VS       
      THREE MONTHS ENDED JUNE 30, 1995

         Revenues for the second quarter 1996 were $579,219 versus $365,503 for
the same period in 1995.  Oil and gas sales were $523,642 on volumes of 16,314
BBLs and 90,606 MCF versus $299,387 on volumes of 12,856 BBLs and 65,659 MCF in
1995.  The $224,255 increase in oil and gas sales resulted from oil and gas
volumes increasing 26.9% and 38.0%, respectively, and higher oil and gas
prices.  Oil volumes increased primarily as a result of a successful
development well drilled on the mineral acreage as well as acquisitions made in
the second half of 1995.  Gas volumes increased primarily due to stronger
market demand in 1996 as opposed to low demand in 1995 which resulted in
curtailed or shut-in wells in 1995.  Oil prices increased 16.2% to $20.56/BBL
in 1996 from $17.70/BBL in 1995.  Gas prices increased 90.8% to $2.08/MCF in
1996 from $1.09/MCF in 1995.  Interest and other income was $55,577 in 1996
versus $66,116 in 1995.

         Costs and expenses were $502,260 in 1996 versus $806,700 in 1995.
Lease operating expenses increased 38.1% to $127,710 in 1996 from $92,471 in
1995 due to the acquisitions made in 1995. Reflecting the Company's plan to
accelerate its acquisition efforts and its election not to participate in
certain drilling ventures on its minerals, the Company reduced expenses for dry
holes and abandonments by $50,991 to $54,986 in 1996 compared to $105,977 in
1995.  As a result of the acquisitions made in the second half of 1995,
depreciation, depletion and amortization increased slightly to $55,322 in 1996
from $52,988 in 1995.  Geological and geophysical expenses decreased 24.0% to
$47,522 in 1996 from $62,552 in 1995.  General and administrative expenses
decreased significantly, $275,991 or 56.0%, primarily as a result of the
Company not having to defend itself against a competing slate of directors as
it did in 1995.

         The Company recognized net income of $302,494, or $0.06 per share, for
the second quarter of 1996 versus a net loss of $441,197, or $0.08 per share,
for the same period in 1995. Net income for the second quarter of 1996 includes
a $375,551 gain from the sale of marketable securities compared to none for the
same period in 1995.  Net income from operations after federal income taxes,
excluding the gain from the sale of marketable securities was $50,792 or $0.01
per share.





                                      -9-
<PAGE>   10





                          TOREADOR ROYALTY CORPORATION

                For the three and six months ended June 30, 1996

RESULTS OF OPERATIONS 

SIX MONTHS ENDED JUNE 30, 1996 VS       
      SIX MONTHS ENDED JUNE 30, 1995

         Revenues for the six months ended June 30, 1996 increased 36.2% to
$1,093,331 compared to $802,787 for 1995.  Oil and gas sales increased 53.5% to
$987,155 in 1996 from $643,064 in 1995, resulting from the 22.7% increase of
equivalent barrel production of 62,029 in 1996 from 50,540 in 1995.  This
increase in oil and gas sales was also boosted by a 25.1% increase in price per
equivalent barrel of $15.91 in 1996 versus $12.72 in 1995.  Interest and other
income decreased 33.5% to $106,176 in 1996 compared to $159,723 in 1995.  The
Company's continuing plan to focus its efforts on the exploitation of the
Company's minerals as well as accelerate and enhance its acquistion efforts
reduced the investment balances available to be placed in interest-bearing
accounts.

         Total costs and expenses decreased 21.7% to $973,462 in the first half
of 1996 compared to $1,243,263 for the first half of 1995.  Lease operating
expenses increased $56,534 or 34.9% to $218,468 in 1996 compared to $161,934 in
1995.  This increase is a result of adding the two successful development wells
on the mineral acreage and the acquisitions made in the second half of 1995.
Reflecting the Company's plan to accelerate its acquisition efforts and its
election not to participate in certain drilling ventures on its minerals, the
Company reduced expenses for dry holes and abandonments by $86,187 to $89,191
in 1996 compared to $175,378 in 1995.  Depreciation, depletion and amortization
expenses and geological and geophysical expenses, individually and
collectively, remained essentially unchanged from a year ago.  General and
administrative expenses decreased $240,119 or 35.1% to $443,789 in 1996
compared to $683,908 in 1995.  This decrease is primarily attributed to the
Company not having to defend itself against a competing slate of directors as 
it did in 1995.

         The Company recognized net income of $329,970, or $0.06 per share in
1996 compared to a net loss of $440,476, or $0.08 per share for the same period
in 1995.  Net income for the first of 1996 includes a $375,551 gain from the
sale of marketable securities compared to none for the same period in 1995.  
Net income from operations after federal income taxes, excluding the gain from 
the sale of marketable securities was $79,114 or $0.02 per share.





                                      -10-
<PAGE>   11




                          TOREADOR ROYALTY CORPORATION

                                 June 30, 1996

                         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 16, 1996.

(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 5,248,802 shares of common stock of the Company
      outstanding and entitled to vote, 3,547,593 shares were present in person
      or by proxy, representing approximately 68 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:

<TABLE>
<CAPTION>
                                                                Number of shares
                                                                ----------------
                                                                   WITHHOLDING
                                                                   -----------
                               Number of Shares Voting        AUTHORITY to Vote for
                               -----------------------        ---------------------
            Nominees          FOR Election as Director        Election as Director
            --------          ------------------------        --------------------
     <S>                              <C>                            <C>
        Donald E. August              3,482,026                      65,567
         John V. Ballard              3,497,326                      50,267
          J. W. Bullion               3,482,026                      65,567
     Thomas P. Kellogg, Jr.           3,482,026                      65,567
      John Mark McLaughlin            3,497,326                      50,267
          Peter R. Vig                3,496,076                      51,517
          Jack L. Woods               3,497,326                      50,267
</TABLE>                                                    

There were no broker non-votes for the matter voted on by the stockholders at
the annual meeting.

(d)   Inapplicable.





                                      -11-
<PAGE>   12




                          TOREADOR ROYALTY CORPORATION

                                 June 30, 1996

                         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

              None.


                                   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/ PETER R. VIG
                                              ---------------------------------
                                                      Peter R. Vig, Chairman;
                                              the Principal Executive, Financial
                                                      and Accounting Officer


August 13, 1996





                                      -12-
<PAGE>   13





                          TOREADOR ROYALTY CORPORATION

                                 March 31, 1996

                               INDEX TO EXHIBITS


  Exhibit                         
  Number                             Exhibit
  ------                             -------

    27                        Financial Data Schedule






                                      -13-

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM (A) TOREADOR
ROYALTY CORPORATION UNAUDITED FINANCIAL STATEMENTS FOR THE PERIOD ENDING JUNE
30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH (B) FORM 10-Q FOR
THE QUARTER ENDING JUNE 30, 1996.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                       2,945,947
<SECURITIES>                                   158,270
<RECEIVABLES>                                  233,818
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             3,343,613
<PP&E>                                       4,696,791
<DEPRECIATION>                             (1,436,413)
<TOTAL-ASSETS>                               6,721,526
<CURRENT-LIABILITIES>                           88,997
<BONDS>                                              0
<COMMON>                                       835,792
                                0
                                          0
<OTHER-SE>                                   5,726,594
<TOTAL-LIABILITY-AND-EQUITY>                 6,721,526
<SALES>                                        987,155
<TOTAL-REVENUES>                             1,093,331
<CGS>                                                0
<TOTAL-COSTS>                                  973,462
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                119,869
<INCOME-TAX>                                   165,450
<INCOME-CONTINUING>                            329,970
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   329,970
<EPS-PRIMARY>                                      .06
<EPS-DILUTED>                                        0
        

</TABLE>


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