<PAGE> 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 SEPTEMBER 30, 2000
------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
--------- SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
---- ----
Commission file number 0-2517
TOREADOR RESOURCES CORPORATION
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 75-0991164
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
4809 Cole Avenue, Suite 108
Dallas, Texas 75205
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 559-3933
---------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
<TABLE>
<CAPTION>
Class Outstanding at September 30, 2000
------------------------------- ---------------------------------
<S> <C>
Common Stock, $0.15625 par value 6,249,571 shares
</TABLE>
<PAGE> 2
TOREADOR RESOURCES CORPORATION
INDEX
<TABLE>
<CAPTION>
Page
Number
------
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheets
September 30, 2000 and December 31, 1999 2
Consolidated Statements of Operations
Three and Nine Months Ended September 30, 2000 and 1999 3
Consolidated Statements of Cash Flows
Three and Nine Months Ended September 30, 2000 and 1999 4
Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Item 3. Quantitative and Qualitative Disclosure about Market Risk 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 14
Item 2. Changes in Securities and Use of Proceeds 14
Item 3. Defaults Upon Senior Securities 14
Item 4. Submission of Matters to a Vote of Security Holders 14
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 20
Index to Exhibits
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TOREADOR RESOURCES CORPORATION
CONSOLIDATED BALANCE SHEETS
(Unaudited)
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 813,244 $ 341,463
Short-term investments -- 13,682
Accounts and notes receivable 2,305,166 1,112,502
Marketable securities 81,250 36,251
Other 177,959 73,995
------------ ------------
Total current assets 3,377,619 1,577,893
------------ ------------
Properties and equipment, less accumulated
depreciation, depletion and amortization 31,683,158 24,423,537
Investment in EnergyNet.com, Inc. 606,217 --
Other assets 336,421 328,391
Deferred tax benefit 105,345 126,159
------------ ------------
Total assets $ 36,108,760 $ 26,455,980
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities $ 444,270 $ 717,965
Federal income taxes payable 1,097,417 171,317
Current portion of long-term debt 329,702 250,000
------------ ------------
Total current liabilities 1,871,389 1,139,282
Long-term debt 15,644,223 14,666,500
------------ ------------
Total liabilities 17,515,612 15,805,782
------------ ------------
Stockholders' equity:
Preferred stock, $1.00 par value, 4,000,000
shares authorized; 160,000 issued 160,000 160,000
Common stock, $0.15625 par value, 20,000,000
shares authorized; 6,776,571 and 5,651,571 shares issued 1,058,839 883,058
Capital in excess of par value 14,452,348 8,234,380
Retained earnings 4,454,883 2,677,382
Accumulated other comprehensive income (loss) 4,872 (35,530)
------------ ------------
20,130,942 11,919,290
Treasury stock at cost:
527,000 and 475,500 shares (1,537,794) (1,269,092)
------------ ------------
Total stockholders' equity 18,593,148 10,650,198
------------ ------------
Total liabilities and stockholders' equity $ 36,108,760 $ 26,455,980
============ ============
</TABLE>
The Company uses the successful efforts method of accounting for its oil and
producing activities.
See accompanying notes to the consolidated financial statements.
-2-
<PAGE> 4
ITEM 1. FINANCIAL STATEMENTS (continued)
TOREADOR RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------- --------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Revenues:
Oil and gas sales $ 3,499,449 $ 1,084,286 $ 8,277,830 $ 2,616,687
Lease bonuses and rentals 138,855 122,885 385,734 319,510
Interest and other income 13,835 21,571 28,668 87,838
Equity in the earnings of EnergyNet.com, Inc. (49,493) -- (49,493) --
Loss on sale of marketable securities -- -- (54,076) --
Gain on sale of properties and other assets 298,337 294,499 357,250 851,726
----------- ----------- ----------- -----------
Total revenues 3,900,983 1,523,241 8,945,913 3,875,761
----------- ----------- ----------- -----------
Costs and expenses:
Lease operating 642,092 172,589 1,483,306 429,176
Depreciation, depletion and amortization 584,708 201,536 1,567,502 604,563
Geological and geophysical 73,701 107,189 177,342 275,685
General and administrative 510,271 296,249 1,496,367 1,216,423
Interest 359,008 209,808 1,023,922 563,706
----------- ----------- ----------- -----------
Total costs and expenses 2,169,780 987,371 5,748,439 3,089,553
----------- ----------- ----------- -----------
Income before federal income taxes 1,731,203 535,870 3,197,474 786,208
Provision for federal income taxes 596,668 182,196 1,098,198 267,311
----------- ----------- ----------- -----------
Net income 1,134,535 353,674 2,099,276 518,897
----------- ----------- ----------- -----------
Dividends on preferred shares 90,000 90,000 270,000 270,000
----------- ----------- ----------- -----------
Income applicable to common shares $ 1,044,535 $ 263,674 $ 1,829,276 $ 248,897
=========== =========== =========== ===========
Basic income per share $ 0.19 $ 0.05 $ 0.35 $ 0.05
=========== =========== =========== ===========
Diluted income per share $ 0.18 $ 0.05 $ 0.33 $ 0.05
=========== =========== =========== ===========
Weighted average shares outstanding
Basic 5,507,504 5,181,738 5,277,682 5,188,582
Diluted 5,819,255 5,216,738 5,589,433 5,223,582
</TABLE>
-3-
<PAGE> 5
ITEM 1. FINANCIAL STATEMENTS (continued)
TOREADOR RESOURCES CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------- --------------------------
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income $ 1,134,535 $ 353,674 $ 2,099,276 $ 518,897
Adjustments to reconcile net income to
net cash provided (used) by operating activities:
Depreciation, depletion and amortization 584,708 201,536 1,567,502 604,563
Loss on sale of marketable securities -- -- 54,076 --
Gain on sale of properties and other assets (298,337) (267,450) (357,250) (824,677)
Changes in operating assets and liabilities:
Increase in accounts receivable (274,323) (179,481) (680,632) (194,796)
Decrease (increase) in other current assets 189,444 159,431 (99,036) 4,602
Increase (decrease) in accounts payable and accrued
liabilities 69,854 36,061 (285,105) (324,842)
Increase in federal income taxes payable 627,570 -- 926,100 --
Increase in other assets (35,419) (60,263) (8,030) (197,426)
Deferred tax expense -- 182,196 -- 267,311
Other -- -- -- 2,175
----------- ----------- ----------- -----------
Net cash provided (used) by operating activities 1,998,032 425,704 3,216,901 (144,193)
----------- ----------- ----------- -----------
Cash flows from investing activities:
Expenditures for oil and gas property and equipment (574,904) (219,099) (972,222) (311,836)
Acquisition of Texona Petroleum Corp. (net of cash acquired) (126,441) (3,133,824) (126,441) (3,133,824)
Purchase of investment in EnergyNet.com, Inc. (155,710) -- (155,710) --
Equity in earnings of EnergyNet.com, Inc. 49,493 -- 49,493
Proceeds from lease bonuses and rentals 10,567 8,775 35,647 85,275
Sale of short-term investments -- 334,254 13,682 457,916
Purchase of marketable securities (73,868) -- (73,868) --
Proceeds from sale of marketable securities -- 122,300 36,009 91,890
Proceeds from sale of properties and other assets 331,937 260,576 507,354 1,000,626
Purchase of furniture and fixtures (20,224) (95,582) (31,789) (143,777)
----------- ----------- ----------- -----------
Net cash provided (used) by investing activities (559,150) (2,722,600) (717,845) (1,953,730)
----------- ----------- ----------- -----------
Cash flows from financing activities:
Proceeds from issuance of stock -- 18,750 -- 18,750
Repayments of long-term debt (668,175) -- (1,436,798) --
Proceeds from long-term debt -- 2,355,000 -- 1,755,000
Payment of preferred and common dividends (90,000) (90,000) (321,775) (270,000)
Purchase of treasury stock (120,901) (58,152) (268,702) (111,475)
----------- ----------- ----------- -----------
Net cash used by financing activities (879,076) 2,225,598 (2,027,275) 1,392,275
----------- ----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents 559,806 (71,298) 471,781 (705,648)
Cash and cash equivalents, beginning of period 253,438 91,837 341,463 726,187
----------- ----------- ----------- -----------
Cash and cash equivalents, end of period $ 813,244 $ 20,539 $ 813,244 $ 20,539
=========== =========== =========== ===========
Supplemental schedule of cash flow information:
Cash paid during the period for:
Interest expense $ 266,894 $ 80,301 $ 995,239 $ 384,534
Income taxes paid (27,092) -- 172,098 --
</TABLE>
See accompanying notes to the consolidated financial statements.
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<PAGE> 6
TOREADOR RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2000 and 1999
ITEM 1 - FINANCIAL STATEMENTS (CONTINUED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These consolidated financial statements should be read in the context
of the consolidated financial statements and notes thereto filed with the
Securities and Exchange Commission in the 1999 Annual Report on Form 10-K of
Toreador Royalty Corporation (along with Toreador Resources Corporation, the
"Company"). In the opinion of the Company's management, the information
furnished herein reflects all adjustments, consisting of only normal recurring
adjustments, necessary for a fair presentation of the results of the interim
periods reported herein. Operating results for the three and nine months ended
September 30, 2000 may not necessarily be indicative of the results for the year
ending December 31, 2000.
NOTE 2 - NON-PRODUCING MINERAL AND ROYALTY INTERESTS
Principal properties include perpetual mineral and royalty interests
acquired by the Company during 1951, 1958, 1998 and 1999. These interests total
approximately 1,368,000 net mineral acres underlying approximately 2,643,000
gross acres. These properties include approximately 1,775,000 gross (876,000
net) acres in Mississippi, Alabama and Louisiana, collectively referred to as
the "Southeastern States Holdings" and 764,000 gross (460,000 net) acres located
in the Texas Panhandle and West Texas, collectively referred to as the "Texas
Holdings." We also own various royalty interests in Arkansas, California, Kansas
and Michigan covering 102,000 gross (31,000 net) acres, collectively referred to
as the "Four States Holdings." It is recognized that the ultimate realization of
the investment in these properties is dependent upon future exploration and
development operations which are dependent upon satisfactory leasing and
drilling arrangements with others and a favorable oil and gas price environment.
NOTE 3 - LONG-TERM DEBT
A new credit agreement was entered into as of September 30, 1999 with
Compass Bank that amended the Company's existing facility (as amended, the
"Facility"). The amendment increased the line of credit under the Facility up to
$25,000,000, subject to the underlying collateral value. The Facility is a
revolving line of credit collateralized by various oil and gas interests owned
by us. The interest rate is equal to the prime rate less one-quarter as long as
the amount borrowed is greater than 80% of the borrowing base as defined by the
lender ($17,000,000 at September 30, 2000). The rate will drop an additional
one-half percent if the amount borrowed drops below 80% of the borrowing base.
In addition, the Facility has a commitment fee of .375% per annum on unused
amounts and a letter of credit fee of .875% per annum. The interest rate of the
Facility at September 30, 2000 was 9.25%, and we are currently not subject to
any fees. The maturity date of the Facility is October 1, 2002. As of September
30, 2000, the outstanding balance of the Facility was $15,644,223.
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
-5-
<PAGE> 7
TOREADOR RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2000 and 1999
ITEM 1 - FINANCIAL STATEMENTS (CONTINUED)
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.
The Company is in compliance with all covenants as of September 30, 2000.
The Company obtained a term promissory note (the "Note" as amended) in
December of 1999. The Note was terminated on May 31, 2000, and the remaining
unpaid balance of $2,000,000 was incorporated into the Facility as part of the
third amendment to the credit agreement.
On December 22, 1999, the Company purchased 50% of certain oil and gas
working interests of Lario Oil & Gas Company ("Lario") located in Finney County,
Kansas, pursuant to a Purchase and Sale Agreement dated as of November 24, 1999,
between Lario and the Company. The purchase price for the interests was
$5,500,000, consisting of $5,000,000 cash and an agreement to pay the amount of
$500,000 on an installment basis. Half of this amount ($250,000) is to be repaid
by the Company on a monthly basis, plus interest at prime plus 1%, amortized
over 13 months beginning January, 2000. The remaining $250,000 plus interest at
prime plus 1% (which is currently 10.50% per annum) is to be repaid by the
Company on January 23, 2001.
NOTE 4 - EARNINGS PER ORDINARY SHARE
The following table reconciles the numerators and denominators of the
basic and diluted earnings per ordinary share computation for earnings from
continuing operations:
<TABLE>
<CAPTION>
Income Shares Per Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
<S> <C> <C> <C>
Nine months ended September 30, 2000:
Net income $ 2,099,276
Less: Dividends on preferred shares 270,000
-----------
Income applicable to common shares 1,829,276
Basic income per share 5,277,682 $ 0.35
======
Effect of dilutive securities: Stock options -- 311,751
----------- ---------
Income applicable to common shares and
assumed conversions $ 1,829,276 5,589,433 $ 0.33
=========== ========= ======
</TABLE>
-6-
<PAGE> 8
TOREADOR RESOURCES CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and nine months ended September 30, 2000 and 1999
ITEM 1 - FINANCIAL STATEMENTS (CONTINUED)
NOTE 5 - BUSINESS COMBINATION
The Company acquired Texona Petroleum Corporation ("Texona") effective September
19, 2000 in a merger accounted for using the purchase method as prescribed by
Accounting Principles Board Opinion number 16. In exchange for all of the
outstanding stock of Texona, the Company issued 1,025,000 shares of common stock
on the effective date of the combination, with a commitment to issue an
additional 90,000 to 180,000 shares on or prior to June 1, 2001, subject to
stockholders approval. The results of Texona operations included in the
consolidated statements of operations are from the effective date of the
transaction.
Presented below are the pro-forma results of operations for the nine months
ended September 30, 1999 and 2000, as if the combination had occurred at the
beginning of the period:
<TABLE>
<CAPTION>
For the nine months ended
September 30,
2000 1999
---- ----
<S> <C> <C>
Revenues $11,408,314 $ 5,923,643
Costs and expenses 7,612,819 5,351,505
Provision for federal income taxes 1,301,525 194,527
Dividends on preferred shares 270,000 270,000
----------- -----------
Income applicable to common shares $ 2,223,970 $ 107,611
=========== ===========
Basic income per share $ 0.36 $ 0.02
Diluted income per share $ 0.34 $ 0.02
</TABLE>
-7-
<PAGE> 9
TOREADOR RESOURCES CORPORATION
For the three and nine months ended September 30, 2000 and 1999
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
General
On June 5, 2000, the Company changed its name from "Toreador Royalty
Corporation" to "Toreador Resources Corporation." The Company continues to be
listed on the Nasdaq National Market under the symbol "TRGL."
Overview
The Company's business strategy is to generate strong and consistent
growth in reserves, production, operating cash flows and earnings through a
program of exploration and development drilling and strategic acquisitions of
oil and gas properties. A substantial portion of the Company's growth has been
the result of proved reserve acquisitions. The Company's capital expenditure
plan for 2000 called for the investment of approximately $1 million for
exploration and development in California, Kansas, Arkansas and Texas. Through
September 30, 2000 a total of $900,000 has been invested. Due to the availabilty
of excess cash flow, the Company has increased this budget to $1,500,000 for the
year of 2000. See the section entitled "-- Liquidity and Capital Resources"
below.
The Company's highest priority during 2000 has been to actively pursue
opportunities to make high quality acquisitions that meet or exceed the
Company's economic criteria. On September 19, 2000, Toreador closed an agreement
and plan of merger to acquire Texona Petroleum Corporation (a privately held
Houston-based oil and gas exploration and production company) ("Texona") by
means of a share-for-share forward triangular merger. Texona's properties, most
of which are working interest properties, are located in 12 states, principally
in Oklahoma, Louisiana and Texas. The Company acquired all of the outstanding
stock of Texona in exchange for 1,025,000 shares of our common stock that were
issued on September 19, 2000, and the Company has committed to issue an
additional 90,000 to 180,000 shares on or prior to June 1, 2001, subject to
stockholders approval. The additional number of shares that the Company will
issue will be determined at the time of issuance based upon a formula provided
in the merger agreement. Toreador added approximately 5,529 Mmcf and 431 Mbbl to
its proved reserves. Management believes that this merger will have a positive
impact upon the Company's future liquidity assuming that current favorable oil
and gas pricing continues.
The Company also has set a high priority on disposing of non-essential
assets during 2000. As a result of this emphasis, Toreador has closed property
sales totaling over $500,000 during 2000, resulting in net gains of over
$350,000. Property sales will continue to be a priority for the remainder of
this year and through 2001, with the Company's emphasizing the utilization of
EnergyNet.com, Inc. ("EnergyNet") as the medium for the majority of planned
dispositions. The Company 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.
-8-
<PAGE> 10
TOREADOR RESOURCES CORPORATION
For the three and nine months ended September 30, 2000 and 1999
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Disclosures Regarding Forward-Looking Statements
This report on Form 10-Q includes "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. All statements
other than statements of historical facts included in this Form 10-Q, including,
without limitation, statements contained in this "Management's Discussion and
Analysis of Financial Condition and Results of Operations" regarding the
Company's financial position, business strategy, plans and objectives of
management of the Company for future operations, and industry conditions, are
forward-looking statements. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to be correct. Any forward-looking
statements herein are subject to certain risks and uncertainties inherent in
petroleum exploration, development and production, including, but not limited
to, the risk (1) that no commercially productive oil and gas reservoirs will be
encountered; (2) that acquisitions of additional producing properties may not
occur or be feasible, or that such acquisitions may not be profitable; (3) that
inconclusive results from 3-D seismic projects may occur; (4) that delays or
cancellation of drilling operations may result from a variety of factors; (5)
that oil and gas prices may be volatile due to economic and other conditions;
(6) from intense competition in the oil and gas industry; (7) of operational
risks (e.g., fires, explosions, blowouts, cratering and loss of production); (8)
of insurance coverage limitations and requirements; and (9) of potential
liability imposed by intense governmental regulation of oil and gas production;
all of which are beyond the control of the Company. Any one or more of these
factors could cause actual results to differ materially from those expressed in
any forward-looking statement. All subsequent written and oral forward-looking
statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by the cautionary statements disclosed in
this paragraph and otherwise in this report.
Liquidity and Capital Resources
Historically, most of the exploration activity on Toreador's 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
the Company. If such drilling is successful, the Company receives royalty income
from the oil or gas production but bears none of the capital or operating costs.
Toreador plans to continue to actively pursue exploration and
development opportunities on its own mineral acreage to take advantage of the
current favorable level of crude oil and natural gas prices. The Company has
also expanded its 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. The Company also plans to
evaluate 3-D seismic projects or drilling prospects generated by third party
operators. If judged geologically and financially attractive by management,
Toreador will enter into joint ventures on those third party projects or
prospects which are within the capital exploration budget approved by its board
of directors.
-9-
<PAGE> 11
TOREADOR RESOURCES CORPORATION
For the three and nine months ended September 30, 2000 and 1999
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
Toreador also intends 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 2000 capital and exploratory budget, excluding any
acquisitions that may be made, could range from $500,000 to $750,000, depending
on the timing of the drilling of exploratory and development wells in which
Toreador holds a working interest position.
At the present time, the primary source of capital for financing the
Company's operations is its cash flow from operations. During the first nine
months of 2000, cash flow provided by operating activities was $3,216,901.
During the nine months ended September 30, 2000, the Company has repaid
$1,436,798 of long-term debt. Management intends to repay debt for the remainder
of 2000 through the use of the Company's working capital.
The Company maintains its excess cash funds in interest-bearing
deposits. In addition to the properties described above, Toreador 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.
Management believes that sufficient funds are available from internal sources
and other third party sources to meet anticipated capital requirements for
fiscal 2000.
Through September 30, 2000, Toreador has used $1,537,794 of its cash
reserves to purchase 527,000 shares of its Common Stock pursuant to three share
repurchase programs and discretionary repurchases of our stock, subject to cash
availability and as approved by the board of directors. As of September 30, 2000
there are 28,700 shares available for repurchase under the program. On October
18, 2000, the Company announced the authorization by its board of directors for
the repurchase of 500,000 additional shares under the Common Stock repurchase
program. The Company intends to use available cash to repurchase shares of
Common Stock from time to time under this purchase program.
-10-
<PAGE> 12
TOREADOR RESOURCES CORPORATION
For the three and nine months ended September 30, 2000 and 1999
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2000 VS.
THREE MONTHS ENDED SEPTEMBER 30, 1999
Revenues for the third quarter of 2000 were $3,900,983 versus
$1,523,241 for the same period in 1999, representing an increase of 156%. Oil
and gas sales were $3,499,449 on volumes of 74,403 Bbls of oil and 300,722 Mcf
of natural gas for the third quarter of 2000 as compared to $1,084,286 on
volumes of 30,686 Bbls and 210,282 Mcf in the third quarter of 1999. This 223%
increase in oil and gas sales reflects a 142% and 43% increase in oil and gas
volumes, respectively, resulting from acquisitions made during 1999, in addition
to a substantial increase in oil and gas prices. The average price for third
quarter 2000 oil sales increased 61% to $29.66/Bbl compared to $18.38/Bbl for
the same quarter in 1999. The average price for third quarter 2000 gas sales
increased 82% to $4.16/Mcf compared to $2.29/Mcf for the same period in 1999.
Net lease bonuses and rentals for the third quarter of 2000 were $138,855 versus
$122,885 for the same period in 1999 due to a modest increase in activity on the
Southeastern States Holdings. Gain on sale of properties and other assets was
$298,337 for the third quarter of 2000 as compared to $294,499 for the same
quarter in 1999.
Costs and expenses for the third quarter of 2000 were $2,169,780 versus
$987,371 for the same period in 1999. Lease operating expenses increased 272% to
$642,092 in 2000 from $172,589 in 1999. This increase was principally a result
of adding working interest properties acquired from Lario in December 1999, and
to a lesser degree, the acquisition of Texona in September 2000. In addition to
the normal lease operating expenses, there were budgeted workovers conducted
during the third quarter, principally on the Lario properties. Depreciation,
depletion and amortization increased 190% to $584,708 for the third quarter of
2000 from $201,536 in 1999, primarily reflecting depletion related to the
increased oil and gas sales volumes described above. Geological and geophysical
expenses decreased to $73,701 for the third quarter of 2000 from $107,189 in
1999, due to the decrease in seismic activities in that quarter. General and
administrative expenses increased 72% to $510,271 in the third quarter of 2000
from $296,249 for the same period a year ago, primarily due to increased
personnel levels required to manage acquisitions.
During the third quarter of 2000, the Company incurred $359,008 in
interest expense related to the financing of acquisitions made in 1998 and 1999,
and the Company paid $90,000 for dividends to preferred shareholders. In the
same period for 1999 the interest expense was $209,808 and the dividend payments
were $90,000.
The Company recognized net income applicable to common shares of
$1,044,535, or $0.19 per basic share and $0.18 per diluted share, for the third
quarter of 2000 versus a net income of $263,674, or $0.05 per share (basic and
diluted), for the same period in 1999.
-11-
<PAGE> 13
TOREADOR RESOURCES CORPORATION
For the three and nine months ended September 30, 2000 and 1999
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2000 VS.
NINE MONTHS ENDED SEPTEMBER 30, 1999
Revenues for the nine months ended September 30, 2000 were $8,945,913
versus $3,875,761 for the same period in 1999. Oil and gas sales for the nine
months ended September 30, 2000 were $8,277,830 on volumes of 190,375 Bbls of
oil and 826,416 Mcf of natural gas as compared to $2,616,687 on volumes of
100,277 Bbls and 602,253 Mcf for the same period in 1999. The $5,661,143 or 216%
increase in oil and gas sales represents a 90% and 37% increase in oil and gas
volumes, respectively, resulting from acquisitions made during 1999 in addition
to a substantial increase in oil and gas prices. Average oil prices increased
102% to $27.92/Bbl for the nine months ended September 30, 2000 from $13.80/Bbl
for the nine months ended September 30, 1999. Average gas prices increased 80%
to $3.47/Mcf for the nine months ended September 30, 2000 from $1.93/Mcf for the
nine months ended September 30, 1999. Lease bonuses and rentals increased to
$385,734 for the nine months ended September 30, 2000 compared to $319,510 for
the prior-year period. This increase was primarily attributable to lease bonus
on acreage in the Southeastern States Holdings. Gain on sales of properties and
other assets decreased to $357,250 for the nine months ended September 30, 2000
versus the $851,726 recorded during the same nine month period of 1999, due to
the sale of a large Texas mineral holding in the first quarter of 1999.
Costs and expenses for the nine months ended were $5,748,439 versus
$3,089,553 for the same period in 1999. Lease operating expenses increased to
$1,483,306 for the nine months ended September 30, 2000 from $429,176 for the
same period in 1999.This increase was principally a result of adding working
interest properties acquired from Lario in December 1999. In addition to the
normal lease operating expenses for the year, there were budgeted workovers
conducted during the first nine months of 2000, principally on the Lario
properties. Depreciation, depletion and amortization increased 159% to
$1,567,502 for the first nine months in 2000 from $604,563 for the same period
in 1999, reflecting depletion related to the increase in oil and gas sales
volumes described above. Geological and geophysical expenses decreased 36% to
$177,342 for the nine months ended September 30, 2000 from $275,685 for the
prior-year period as a result of the completion of the geophysical stage of our
3-D seismic projects during the first quarter of 2000. General and
administrative expenses increased to $1,496,367 for the nine months ended
September 30, 2000 from $1,216,423 for the same period a year ago, primarily due
to increased personnel levels required to manage acquisitions.
During the nine months ended September 30, 2000, the Company incurred
$1,023,922 in interest expense related to the financing for acquisitions made in
1998 and 1999, and the Company paid $321,775 for dividends to preferred
shareholders and a payment to common stockholders for the redemption of the
Stock Purchase Rights under the Company's poison pill. In the same period for
1999 the interest expense was $563,706 and the dividend payments to the
preferred stockholders were $270,000.
-12-
<PAGE> 14
TOREADOR RESOURCES CORPORATION
For the three and nine months ended September 30, 2000 and 1999
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS (CONTINUED)
The Company recognized net income applicable to common shares of
$1,829,276, or $0.35 per basic share and $0.33 per diluted share, for the nine
months ended September 30, 2000 versus net income applicable to common shares of
$248,897, or $0.05 per share (basic and diluted) for the same period in 1999.
The effects of the business combination with Texona included only a portion of
one month, and were immaterial to the consolidated results.
New Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement requires companies to record
derivatives on the balance sheet as assets and liabilities, measured at fair
value. Gains and losses resulting from changes in the values of those
derivatives would be accounted for depending on the use of the derivative and
whether it qualifies for hedge accounting. This statement is not expected to
have a material impact on our consolidated financial statements as we do not
currently have any derivative or hedging instruments. This statement will be
applicable to the Company effective January 1, 2001.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Inapplicable.
-13-
<PAGE> 15
TOREADOR RESOURCES CORPORATION
September 30, 2000
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS -- INAPPLICABLE.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On July 31, 2000, the Company issued pursuant to a private placement
100,000 shares of Common Stock to 17 shareholders of EnergyNet. The shares of
Common Stock were issued along with a cash payment of $100,000 in connection
with the Company's acquisition of 35% of EnergyNet's outstanding common shares.
The shares of Common Stock were issued to accredited investors pursuant to Rule
506 of Regulation D under the Securities Act of 1933, as amended (the
"Securities Act").
On September 19, 2000, the Company issued in a private placement
1,025,000 shares of Common Stock to the 32 stockholders of Texona. In addition,
outstanding stock options to purchase an aggregate of 44,700 shares of Texona
stock pursuant to Texona's stock option plan were converted into options to
purchase an aggregate of 143,040 shares of the Company's Common Stock pursuant
to the Company's 1990 Stock Option Plan at an exercise price of $3.12 per share.
The shares and options were issued in connection with a forward triangular
merger of Texona with a wholly-owned subsidiary of the Company, pursuant to
which the Company acquired all of the shares of Texona. The shares and options
to purchase Common Stock were issued pursuant to Section 4(2) of the Securities
Act, using a purchaser representative with respect to certain of the investors
who were unaccredited. The Company has committed to issue an additional 90,000
to 180,000 shares on or prior to June 1, 2001, subject to stockholder approval.
The additional number of shares that the Company will issue will be determined
at the time of issuance based upon a formula provided in the merger agreement.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES -- INAPPLICABLE.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS --
INAPPLICABLE.
ITEM 5. OTHER INFORMATION -- INAPPLICABLE.
-14-
<PAGE> 16
TOREADOR RESOURCES CORPORATION
September 30, 2000
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The following exhibits are included herein:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT:
------- ----------------------
<S> <C>
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 Designations of Series A Junior
Participating Preferred Stock of Toreador Royalty
Corporation, dated April 3, 1995 (previously filed as
Exhibit 3 to Toreador Royalty Corporation Quarterly
Report on Form 10-Q for the quarterly period ended
June 30, 1995, and incorporated herein by reference).
3.4 - 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).
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
</TABLE>
-15-
<PAGE> 17
<TABLE>
<S> <C>
8-K filed with the Securities and Exchange Commission
on December 31, 1998, and incorporated herein by
reference).
4.3 - Settlement Agreement, dated June 25, 1998, among the
Gralee Persons, the Dane Falb Persons and Toreador
Royalty Corporation (previously filed as Exhibit 10.1
to Toreador Royalty Corporation Current Report on
Form 8-K filed with the Securities and Exchange
Commission on July 1, 1998, and incorporated herein
by reference).
4.4 - Stockholder Voting Agreement, dated June 25, 1998,
among the Gralee Persons, the Dane Falb Persons and
Current Management (previously filed as Exhibit 10.2
to Toreador Royalty Corporation Current Report on
Form 8-K filed with the Securities and Exchange
Commission on July 1, 1998, and incorporated herein
by reference).
10.1+ - Form of Stock Option Agreement, between Toreador
Royalty Corporation and Donald E. August, John V.
Ballard, J. W. Bullion, John Mark McLaughlin, and
Jack L. Woods (previously filed as Exhibit 4.6 to
Toreador Royalty Corporation Form S-8 (No. 333-14145)
filed with the Securities and Exchange Commission on
October 15, 1996, and incorporated herein by
reference).
10.2+ - Stock Option Agreement, dated February 17, 1994,
between Toreador Royalty Corporation and Thomas P.
Kellogg, Jr. (previously filed as Exhibit 4.7 to
Toreador Royalty Corporation Form S-8 (No. 333-14145)
filed with the Securities and Exchange Commission on
October 15, 1996, and incorporated herein by
reference).
10.3+ - Form of Stock Option Agreement, between Toreador
Royalty Corporation and Edward C. Marhanka and Earl
V. Tessem, as amended (previously filed as Exhibit
4.8 to Toreador Royalty Corporation Form S-8 (No.
333-14145) filed with the Securities and Exchange
Commission on October 15, 1996, and incorporated
herein by reference).
10.4+ - Incentive Stock Option, dated as of May 15, 1997,
between Toreador Royalty Corporation and Edward C.
Marhanka (previously filed as Exhibit 10.4 to
Toreador Royalty Corporation Quarterly Report on Form
10-Q for the quarter ended June 30, 1997, and
incorporated herein by reference).
10.5+ - Employment Agreement, dated as of May 1, 1997,
between Toreador Royalty Corporation and Edward C.
Marhanka (previously filed as Exhibit 10.5 to
Toreador Royalty Corporation Quarterly Report on Form
10-Q for the quarter ended June 30, 1997, and
incorporated herein by reference).
10.6 - Joint Venture Agreement, dated March 1, 1989, among
Toreador Royalty Corporation, Bandera Petroleum, et
al, as amended (previously filed as Exhibit 10.6 to
Toreador Royalty Corporation Annual Report on Form
10-K for the year ended December 31, 1998, and
incorporated herein by reference).
</TABLE>
-16-
<PAGE> 18
<TABLE>
<S> <C>
10.7+ - Toreador Royalty Corporation 1990 Stock Option Plan
(previously filed as Exhibit 10.7 to Toreador Royalty
Corporation Annual Report on Form 10-K for the year
ended December 31, 1994, and incorporated herein by
reference).
10.8+ - Amendment to Toreador Royalty Corporation 1990 Stock
Option Plan, effective as of May 15, 1997 (previously
filed as Exhibit 10.14 to Toreador Royalty
Corporation Annual Report on Form 10-K for the year
ended December 31, 1997, and incorporated herein by
reference).
10.9+ - Toreador Royalty Corporation 1994 Non-Employee
Director Stock Option Plan, as amended (previously
filed as Exhibit 10.12 to Toreador Royalty
Corporation Annual Report on Form 10-K for the year
ended December 31, 1995, and incorporated herein by
reference).
10.10+ - Toreador Royalty Corporation Amended and Restated
1990 Stock Option Plan, effective as of September 24,
1998 (previously filed as Exhibit A to Toreador
Royalty Corporation Preliminary Proxy Statement filed
with the Securities and Exchange Commission on March
12, 1999, and incorporated herein by reference).
10.11 - Warrant for the Purchase of Shares of Common Stock
issued to Petrie Parkman & Co., dated May 23, 1994
(previously filed as Exhibit 10.1 to Toreador Royalty
Corporation Registration on Form S-3, and
incorporated herein by reference (No. 33-80572) filed
with the Securities and Exchange Commission on June
22, 1994, and incorporated herein by reference).
10.12+ - Form of Indemnification Agreement, dated as of April
25, 1995, between Toreador Royalty Corporation and
each of the members of our Board of Directors
(previously filed as Exhibit 10 to Toreador Royalty
Corporation Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1995, and
incorporated herein by reference).
10.13+ - Toreador Royalty Corporation Amended and Restated
1990 Stock Option Plan Nonqualified Stock Option
Agreement, dated September 24, 1998, between Toreador
Royalty Corporation and G. Thomas Graves III
(previously filed as Exhibit 10.13 to Toreador
Royalty Corporation Annual Report on Form 10-K for
the year ended December 31, 1998, and incorporated
herein by reference).
10.14+ - Toreador Royalty Corporation Amended and Restated
1990 Stock Option Plan Nonqualified Stock Option
Agreement, dated September 24, 1998, between Toreador
Royalty Corporation and John Mark McLaughlin
(previously filed as Exhibit 10.14 to Toreador
Royalty Corporation Annual Report on Form 10-K for
the year ended December 31, 1998, and incorporated
herein by reference).
10.15 - Securities Purchase Agreement, effective December 16,
1998, among Toreador Royalty Corporation and the
Purchasers party thereto
</TABLE>
-17-
<PAGE> 19
<TABLE>
<S> <C>
(previously filed as Exhibit 10.1 to Toreador Royalty
Corporation Current Report on Form 8-K filed with the
Securities and Exchange Commission on December 31,
1998, and incorporated herein by reference).
10.16 - Purchase and Sale Agreement, effective November 1,
1998, between Howell Petroleum Corporation and the
J.T. Philip Company, as amended (previously filed as
Exhibit 10.4 to Toreador Royalty Corporation Current
Report on Form 8-K filed with the Securities and
Exchange Commission on December 31, 1998, and
incorporated herein by reference).
10.17 - Loan Agreement, effective November 13, 1997, between
Toreador Royalty Corporation and Toreador Exploration
& Production Inc and Compass Bank (previously filed
as Exhibit 10.17 to Toreador Royalty Corporation
Annual Report on Form 10-K for the year ended
December 31, 1998, and incorporated herein by
reference).
10.18 - First Amendment to Loan Agreement, dated September
22, 1998, between Toreador Royalty Corporation and
Toreador Exploration & Production Inc and Compass
Bank (previously filed as Exhibit 10.18 to Toreador
Royalty Corporation Annual Report on Form 10-K for
the year ended December 31, 1998, and incorporated
herein by reference).
10.19 - Second Amendment to Loan Agreement, dated December
15, 1998, between Toreador Royalty Corporation and
Toreador Exploration & Production Inc and Compass
Bank (previously filed as Exhibit 10.19 to Toreador
Royalty Corporation Annual Report on Form 10-K for
the year ended December 31, 1998, and incorporated
herein by reference).
10.20 - Credit Agreement, effective December 15, 1998,
between Compass Bank and Tormin, Inc. (previously
filed as Exhibit 10.5 to Toreador Royalty Corporation
Current Report on Form 8- K filed with the Securities
and Exchange Commission on December 31, 1998, and
incorporated herein by reference).
10.21 - Amended and Restated Credit Agreement, dated April
16, 1999, between Toreador Royalty Corporation and
Toreador Exploration & Production Inc and Compass
Bank (previously filed as Exhibit 10.1 to Toreador
Royalty Corporation Quarterly Report on Form 10-Q for
the quarter ended June 30, 1999, and incorporated
herein by reference).
10.22 - Credit Agreement, effective September 30, 1999,
between Compass Bank, as Lender, Toreador Royalty
Corporation, Toreador Exploration & Production Inc,
and Tormin, Inc., as Borrowers, and Toreador
Acquisition Corporation, as Guarantor (previously
filed as Exhibit 10.1 to Toreador Royalty Corporation
Current Report on Form 8- K, filed on October 27,
1999, and incorporated herein by reference).
10.23 - Purchase and Sale Agreement, effective November 24,
1999, between Lario Oil & Gas Company and Toreador
Exploration & Production Inc. (previously filed as
Exhibit 10.1 to Toreador Royalty Corporation Current
</TABLE>
-18-
<PAGE> 20
<TABLE>
<S> <C>
Report on Form 8-K filed on January 6, 2000, and
incorporated herein by reference).
10.24 - First Amendment to Loan Agreement, dated December 17,
1999, between Compass Bank, as Lender, and Toreador
Royalty Corporation, Toreador Exploration &
Production Inc. and Tormin, Inc., as Borrowers, and
Toreador Acquisition Corporation, as Guarantor
(previously filed as Exhibit 10.2 to Toreador Royalty
Corporation Current Report on Form 8-K filed on
January 6, 2000, and incorporated herein by
reference).
10.25 - Term Promissory Note, effective December 17, 1999,
between Compass Bank, as Lender, and Toreador Royalty
Corporation, Toreador Exploration & Production Inc.
and Tormin, Inc., as Borrowers, and Toreador
Acquisition Corporation, as Guarantor (previously
filed as Exhibit 10.3 to Toreador Royalty Corporation
Current Report on Form 8-K filed on January 6, 2000,
and incorporated herein by reference).
10.26 - Third Amendment to Loan Agreement, dated May 31,
2000, between Compass Bank, as Lender, and Toreador
Royalty Corporation, Toreador Exploration &
Production Inc. and Tormin, Inc., as Borrowers, and
Toreador Acquisition Corporation, as Guarantor.
10.27 - Fourth Amendment to Loan Agreement, effective
September 19, 2000, between Compass Bank, as Lender,
and Toreador Resources Corporation, Toreador
Exploration & Production Inc. and Tormin, Inc., as
Borrowers, and Toreador Acquisition Corporation, as
Guarantor (previously filed as Exhibit 10.2 to
Toreador Resources Corporation Current Report on Form
8-K filed on October 2, 2000, and incorporated herein
by reference).
10.28 - Agreement and Plan of Merger, 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).
27.1* - Financial Data Schedule.
</TABLE>
-------------------
* Filed herewith.
+ Management contract or compensatory plan
(b) Reports on Form 8-K:
On October 2, 2000, the Company filed a Current
Report on Form 8-K with respect to its acquisition of
Texona Petroleum Corporation.
-19-
<PAGE> 21
TOREADOR RESOURCES CORPORATION
September 30, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TOREADOR RESOURCES CORPORATION,
Registrant
November 13, 2000 /s/ G. Thomas Graves II
---------------------------------------
G. Thomas Graves III,
President and Chief Executive Officer
November 13, 2000 /s/ Douglas W. Weir
---------------------------------------
Douglas W. Weir
Vice President-Finance and Treasurer
(Principal Financial and Accounting
Officer)
-20-
<PAGE> 22
TOREADOR RESOURCES CORPORATION
September 30, 2000
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT:
------- ----------------------
<S> <C>
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 Designations of Series A Junior
Participating Preferred Stock of Toreador Royalty
Corporation, dated April 3, 1995 (previously filed as
Exhibit 3 to Toreador Royalty Corporation Quarterly
Report on Form 10-Q for the quarterly period ended
June 30, 1995, and incorporated herein by reference).
3.4 - 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).
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
</TABLE>
<PAGE> 23
<TABLE>
<S> <C>
for the year ended December 31, 1998, and
incorporated herein by reference).
4.2 - Registration Rights Agreement, effective December 16,
1998, among Toreador Royalty Corporation and persons
party thereto (previously filed as Exhibit 10.2 to
Toreador Royalty Corporation Current Report on Form
8-K filed with the Securities and Exchange Commission
on December 31, 1998, and incorporated herein by
reference).
4.3 - Settlement Agreement, dated June 25, 1998, among the
Gralee Persons, the Dane Falb Persons and Toreador
Royalty Corporation (previously filed as Exhibit 10.1
to Toreador Royalty Corporation Current Report on
Form 8-K filed with the Securities and Exchange
Commission on July 1, 1998, and incorporated herein
by reference).
4.4 - Stockholder Voting Agreement, dated June 25, 1998,
among the Gralee Persons, the Dane Falb Persons and
Current Management (previously filed as Exhibit 10.2
to Toreador Royalty Corporation Current Report on
Form 8-K filed with the Securities and Exchange
Commission on July 1, 1998, and incorporated herein
by reference).
10.1+ - Form of Stock Option Agreement, between Toreador
Royalty Corporation and Donald E. August, John V.
Ballard, J. W. Bullion, John Mark McLaughlin, and
Jack L. Woods (previously filed as Exhibit 4.6 to
Toreador Royalty Corporation Form S-8 (No. 333-14145)
filed with the Securities and Exchange Commission on
October 15, 1996, and incorporated herein by
reference).
10.2+ - Stock Option Agreement, dated February 17, 1994,
between Toreador Royalty Corporation and Thomas P.
Kellogg, Jr. (previously filed as Exhibit 4.7 to
Toreador Royalty Corporation Form S-8 (No. 333-14145)
filed with the Securities and Exchange Commission on
October 15, 1996, and incorporated herein by
reference).
10.3+ - Form of Stock Option Agreement, between Toreador
Royalty Corporation and Edward C. Marhanka and Earl
V. Tessem, as amended (previously filed as Exhibit
4.8 to Toreador Royalty Corporation Form S-8 (No.
333-14145) filed with the Securities and Exchange
Commission on October 15, 1996, and incorporated
herein by reference).
10.4+ - Incentive Stock Option, dated as of May 15, 1997,
between Toreador Royalty Corporation and Edward C.
Marhanka (previously filed as Exhibit 10.4 to
Toreador Royalty
</TABLE>
<PAGE> 24
<TABLE>
<S> <C>
Corporation Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997, and incorporated herein
by reference).
10.5+ - Employment Agreement, dated as of May 1, 1997,
between Toreador Royalty Corporation and Edward C.
Marhanka (previously filed as Exhibit 10.5 to
Toreador Royalty Corporation Quarterly Report on Form
10-Q for the quarter ended June 30, 1997, and
incorporated herein by reference).
10.6 - Joint Venture Agreement, dated March 1, 1989, among
Toreador Royalty Corporation, Bandera Petroleum, et
al, as amended (previously filed as Exhibit 10.6 to
Toreador Royalty Corporation Annual Report on Form
10-K for the year ended December 31, 1998, and
incorporated herein by reference).
10.7+ - Toreador Royalty Corporation 1990 Stock Option Plan
(previously filed as Exhibit 10.7 to Toreador Royalty
Corporation Annual Report on Form 10-K for the year
ended December 31, 1994, and incorporated herein by
reference).
10.8+ - Amendment to Toreador Royalty Corporation 1990 Stock
Option Plan, effective as of May 15, 1997 (previously
filed as Exhibit 10.14 to Toreador Royalty
Corporation Annual Report on Form 10-K for the year
ended December 31, 1997, and incorporated herein by
reference).
10.9+ - Toreador Royalty Corporation 1994 Non-Employee
Director Stock Option Plan, as amended (previously
filed as Exhibit 10.12 to Toreador Royalty
Corporation Annual Report on Form 10-K for the year
ended December 31, 1995, and incorporated herein by
reference).
10.10+ - Toreador Royalty Corporation Amended and Restated
1990 Stock Option Plan, effective as of September 24,
1998 (previously filed as Exhibit A to Toreador
Royalty Corporation Preliminary Proxy Statement filed
with the Securities and Exchange Commission on March
12, 1999, and incorporated herein by reference).
10.11 - Warrant for the Purchase of Shares of Common Stock
issued to Petrie Parkman & Co., dated May 23, 1994
(previously filed as Exhibit 10.1 to Toreador Royalty
Corporation Registration on Form S-3, and
incorporated herein by reference (No. 33-80572) filed
with the Securities and Exchange Commission on June
22, 1994, and incorporated herein by reference).
10.12+ - Form of Indemnification Agreement, dated as of April
25, 1995, between Toreador Royalty Corporation and
each of
</TABLE>
<PAGE> 25
<TABLE>
<S> <C>
the members of our Board of Directors (previously
filed as Exhibit 10 to Toreador Royalty Corporation
Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1995, and incorporated herein
by reference).
10.13+ - Toreador Royalty Corporation Amended and Restated
1990 Stock Option Plan Nonqualified Stock Option
Agreement, dated September 24, 1998, between Toreador
Royalty Corporation and G. Thomas Graves III
(previously filed as Exhibit 10.13 to Toreador
Royalty Corporation Annual Report on Form 10-K for
the year ended December 31, 1998, and incorporated
herein by reference).
10.14+ - Toreador Royalty Corporation Amended and Restated
1990 Stock Option Plan Nonqualified Stock Option
Agreement, dated September 24, 1998, between Toreador
Royalty Corporation and John Mark McLaughlin
(previously filed as Exhibit 10.14 to Toreador
Royalty Corporation Annual Report on Form 10-K for
the year ended December 31, 1998, and incorporated
herein by reference).
10.15 - Securities Purchase Agreement, effective December 16,
1998, among Toreador Royalty Corporation and the
Purchasers party thereto (previously filed as Exhibit
10.1 to Toreador Royalty Corporation Current Report
on Form 8-K filed with the Securities and Exchange
Commission on December 31, 1998, and incorporated
herein by reference).
10.16 - Purchase and Sale Agreement, effective November 1,
1998, between Howell Petroleum Corporation and the
J.T. Philip Company, as amended (previously filed as
Exhibit 10.4 to Toreador Royalty Corporation Current
Report on Form 8-K filed with the Securities and
Exchange Commission on December 31, 1998, and
incorporated herein by reference).
10.17 - Loan Agreement, effective November 13, 1997, between
Toreador Royalty Corporation and Toreador Exploration
& Production Inc and Compass Bank (previously filed
as Exhibit 10.17 to Toreador Royalty Corporation
Annual Report on Form 10-K for the year ended
December 31, 1998, and incorporated herein by
reference).
10.18 - First Amendment to Loan Agreement, dated September
22, 1998, between Toreador Royalty Corporation and
Toreador Exploration & Production Inc and Compass
Bank (previously filed as Exhibit 10.18 to Toreador
Royalty Corporation Annual Report on Form 10-K for
the year ended December 31, 1998, and incorporated
herein by reference).
</TABLE>
<PAGE> 26
<TABLE>
<S> <C>
10.19 - Second Amendment to Loan Agreement, dated December
15, 1998, between Toreador Royalty Corporation and
Toreador Exploration & Production Inc and Compass
Bank (previously filed as Exhibit 10.19 to Toreador
Royalty Corporation Annual Report on Form 10-K for
the year ended December 31, 1998, and incorporated
herein by reference).
10.20 - Credit Agreement, effective December 15, 1998,
between Compass Bank and Tormin, Inc. (previously
filed as Exhibit 10.5 to Toreador Royalty Corporation
Current Report on Form 8- K filed with the Securities
and Exchange Commission on December 31, 1998, and
incorporated herein by reference).
10.21 - Amended and Restated Credit Agreement, dated April
16, 1999, between Toreador Royalty Corporation and
Toreador Exploration & Production Inc and Compass
Bank (previously filed as Exhibit 10.1 to Toreador
Royalty Corporation Quarterly Report on Form 10-Q for
the quarter ended June 30, 1999, and incorporated
herein by reference).
10.22 - Credit Agreement, effective September 30, 1999,
between Compass Bank, as Lender, Toreador Royalty
Corporation, Toreador Exploration & Production Inc,
and Tormin, Inc., as Borrowers, and Toreador
Acquisition Corporation, as Guarantor (previously
filed as Exhibit 10.1 to Toreador Royalty Corporation
Current Report on Form 8- K, filed on October 27,
1999, and incorporated herein by reference).
10.23 - Purchase and Sale Agreement, effective November 24,
1999, between Lario Oil & Gas Company and Toreador
Exploration & Production Inc. (previously filed as
Exhibit 10.1 to Toreador Royalty Corporation Current
Report on Form 8-K filed on January 6, 2000, and
incorporated herein by reference).
10.24 - First Amendment to Loan Agreement, dated December 17,
1999, between Compass Bank, as Lender, and Toreador
Royalty Corporation, Toreador Exploration &
Production Inc. and Tormin, Inc., as Borrowers, and
Toreador Acquisition Corporation, as Guarantor
(previously filed as Exhibit 10.2 to Toreador Royalty
Corporation Current Report on Form 8-K filed on
January 6, 2000, and incorporated herein by
reference).
10.25 - Term Promissory Note, effective December 17, 1999,
between Compass Bank, as Lender, and Toreador Royalty
Corporation, Toreador Exploration & Production Inc.
and Tormin, Inc., as Borrowers, and Toreador
Acquisition Corporation, as Guarantor (previously
filed as Exhibit 10.3 to
</TABLE>
<PAGE> 27
<TABLE>
<S> <C>
Toreador Royalty Corporation Current Report on Form
8-K filed on January 6, 2000, and incorporated herein
by reference).
10.26 - Third Amendment to Loan Agreement, dated May 31,
2000, between Compass Bank, as Lender, and Toreador
Royalty Corporation, Toreador Exploration &
Production Inc. and Tormin, Inc., as Borrowers, and
Toreador Acquisition Corporation, as Guarantor.
10.27 - Fourth Amendment to Loan Agreement, effective
September 19, 2000, between Compass Bank, as Lender,
and Toreador Resources Corporation, Toreador
Exploration & Production Inc. and Tormin, Inc., as
Borrowers, and Toreador Acquisition Corporation, as
Guarantor (previously filed as Exhibit 10.2 to
Toreador Resources Corporation Current Report on Form
8-K filed on October 2, 2000, and incorporated herein
by reference).
10.28 - Agreement and Plan of Merger, 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).
27.1* - Financial Data Schedule.
</TABLE>
-------------------
* Filed herewith.
+ Management contract or compensatory plan
