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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark one)

     
X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2002

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 0-02517

TOREADOR RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)

     
Delaware   75-0991164
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification Number)
     
     
4809 Cole Avenue, Suite 108
Dallas, Texas
  75205
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (214) 559-3933

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X      No    

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

     
Class   Outstanding at June 30, 2002
Common Stock, $0.15625 par value   9,337,517 shares

 


TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION
ITEM 1 — FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENTS OF CASH FLOWS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
ITEM 2 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
PART II. OTHER INFORMATION
ITEM 1 — LEGAL PROCEEDINGS
ITEM 2 — CHANGES IN SECURITIES AND USE OF PROCEEDS — None.
ITEM 3 — DEFAULTS UPON SENIOR SECURITIES — None.
ITEM 4 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5 — OTHER INFORMATION — None.
ITEM 6 — EXHIBITS AND REPORTS ON FORM 8-K.
SIGNATURES
EX-3.1 Amended/Restated Certificate of Inc
EX-3.2 Second Amended/Restated Bylaws
EX-10.1 Amendment No. 1 to 1990 Stock Option Plan
EX-10.2 Amended/Restated 1994 Stock Option Plan
EX-10.3 Second Amendment to Loan Agreement
EX-10.4 Amendment No. 2 to 1990 Stock Option Plan
EX-10.5 Amendment No. 1 to 2002 Stock Option Plan


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TOREADOR RESOURCES CORPORATION

INDEX

             
        Page Number
       
PART I. FINANCIAL INFORMATION
       
 
Item 1. Financial Statements (Unaudited)
    2  
   
Consolidated Balance Sheets (Unaudited) June 30, 2002 and December 31, 2001
    2  
   
Consolidated Statements of Operations (Unaudited) Three and Six Months Ended June 30, 2002 and 2001
    3  
   
Consolidated Statements of Cash Flows (Unaudited) Six Months Ended June 30, 2002 and 2001
    4  
   
Notes to Consolidated Financial Statements
    5  
 
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
    12  
 
Item 3. Quantitative and Qualitative Disclosure about Market Risk
    18  
PART II. OTHER INFORMATION
       
 
Item 1. Legal Proceedings
    19  
 
Item 2. Changes in Securities and Use of Proceeds
    19  
 
Item 3. Defaults Upon Senior Securities
    19  
 
Item 4. Submission of Matters to a Vote of Security Holders
    19  
 
Item 5. Other Information
    20  
 
Item 6. Exhibits and Reports on Form 8-K
    20  
 
Signatures
    21  

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Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1 – FINANCIAL STATEMENTS

TOREADOR RESOURCES CORPORATION

CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

                     
        June 30,   December 31,
        2002   2001
       
 
        (in thousands, except share data)
ASSETS
               
Current assets:
               
 
Cash and cash equivalents
  $ 725     $ 2,155  
 
Accounts and notes receivable
    4,283       3,456  
 
Available-for-sale securities, at fair value
    102       348  
 
Unrealized gains on commodity derivatives
          993  
 
Other
    1,426       1,151  
 
   
     
 
   
Total current assets
    6,536       8,103  
Properties and equipment, net, using the successful efforts method of accounting
    73,111       78,028  
Investments in unconsolidated entities
    2,773       2,855  
Income taxes receivable
    497        
Goodwill
    5,551       5,076  
Other assets
    465       392  
 
   
     
 
 
  $ 88,933     $ 94,454  
 
   
     
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
               
Current liabilities:
               
 
Accounts payable and accrued liabilities
  $ 4,563     $ 6,078  
 
Unrealized loss on commodity derivatives
    1,114        
 
Current portion of long-term debt
    5,340       2,625  
 
Income taxes payable
    615       279  
 
   
     
 
   
Total current liabilities
    11,632       8,982  
Long-term debt
    32,625       36,874  
Deferred tax liability
    12,495       12,883  
Convertible debenture
    2,160       2,160  
 
   
     
 
   
Total liabilities
    58,912       60,899  
Stockholders’ equity:
               
 
Preferred stock, $1.00 par value, 4,000,000 shares authorized; 160,000 issued
    160       160  
 
Common stock, $0.15625 par value, 30,000,000 shares authorized; 10,058,544 shares issued
    1,572       1,572  
 
Capital in excess of par value
    29,657       29,593  
 
Retained earnings
    2,090       4,617  
 
Accumulated other comprehensive income (loss)
    (924 )     (33 )
 
   
     
 
 
    32,555       35,909  
 
Treasury stock at cost:
               
   
721,027 and 681,027 shares
    (2,534 )     (2,354 )
 
   
     
 
   
Total stockholders’ equity
    30,021       33,555  
 
   
     
 
 
  $ 88,933     $ 94,454  
 
   
     
 

See accompanying notes to the consolidated financial statements.

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TOREADOR RESOURCES CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

                                     
        Three Months Ended June 30   Six Months Ended June 30
       
 
        2002   2001   2002   2001
       
 
 
 
        (in thousands, except per share data)
Revenues:
                               
 
Oil and gas sales
  $ 6,244     $ 3,930     $ 11,565     $ 8,849  
 
Gain (loss) on commodity derivatives
    (288 )     444       (2,434 )     568  
 
Lease bonuses and rentals
    231       174       501       325  
 
   
     
     
     
 
   
Total revenues
    6,187       4,548       9,632       9,742  
Costs and expenses:
                               
 
Lease operating
    1,793       839       3,729       1,552  
 
Exploration and acquisition
    204       296       449       500  
 
Depreciation, depletion and amortization
    1,621       831       3,173       1,616  
 
General and administrative
    2,087       709       3,669       1,327  
 
   
     
     
     
 
   
Total costs and expenses
    5,705       2,675       11,020       4,995  
 
   
     
     
     
 
Operating income (loss)
    482       1,873       (1,388 )     4,747  
Other income (expense)
                               
 
Equity in earnings of unconsolidated investments
    (32 )     (55 )     (64 )     (155 )
 
Gain (loss) on sale of properties and other assets
    (787 )     42       (1,035 )     170  
 
Gain (loss) on sale of marketable securities
    (4 )     (25 )     (1 )     6  
 
Interest and other
    (169 )     45       (33 )     101  
 
Interest expense
    (414 )     (264 )     (859 )     (699 )
 
   
     
     
     
 
   
Total other income (expense)
    (1,406 )     (257 )     (1,992 )     (577 )
 
   
     
     
     
 
Net income (loss) before income taxes
    (924 )     1,616       (3,380 )     4,170  
Provision (benefit) for income taxes
    (433 )     598       (1,033 )     1,543  
 
   
     
     
     
 
Net income (loss)
    (491 )     1,018       (2,347 )     2,627  
Dividends on preferred shares
    90       90       180       180  
 
   
     
     
     
 
Income (loss) available to common shares
  $ (581 )   $ 928     $ (2,527 )   $ 2,447  
 
   
     
     
     
 
Basic income (loss) per share
  $ (0.06 )   $ 0.15     $ (0.27 )   $ 0.39  
 
   
     
     
     
 
Diluted income (loss) per share
  $ (0.06 )   $ 0.13     $ (0.27 )   $ 0.35  
 
   
     
     
     
 
Weighted average shares outstanding
                               
 
Basic
    9,338       6,314       9,349       6,293  
 
Diluted
    9,338       7,571       9,349       7,571  

See accompanying notes to the consolidated financial statements.

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TOREADOR RESOURCES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

                       
          Six Months
          Ended June 30
         
          2002   2001
         
 
          (in thousands)
Cash flows from operating activities:
               
 
Net income (loss)
  $ (2,347 )   $ 2,627  
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
   
Change in fair value of commodity derivatives
    2,107       (427 )
   
Depreciation, depletion and amortization
    3,173       1,616  
   
Loss (gain) on sale of properties
    1,035       (170 )
   
Loss (gain) on sale of marketable securities
    1       (6 )
   
Equity in loss of unconsolidated investments
    82       155  
 
Decrease (increase) in operating assets:
               
   
Accounts and notes receivable
    (941 )     58  
   
Income taxes receivable
    (497 )      
   
Other current assets
    (313 )     40  
   
Other assets
    17       (173 )
 
Increase (decrease) in operating liabilities:
               
   
Accounts payable and accrued liabilities
    (2,198 )     (718 )
   
Income taxes payable
    336       721  
   
Deferred taxes
    (828 )      
   
Other
    64       (37 )
 
   
     
 
     
Net cash provided by (used in) operating activities
    (309 )     3,686  
Cash flows from investing activities:
               
 
Expenditures for properties and equipment
    (1,262 )     (5,645 )
 
Proceeds from the sale of properties and equipment
    1,971       551  
 
Investment in EnergyNet.com, Inc.
          (100 )
 
Purchase of marketable securities
    (51 )     (593 )
 
Proceeds from sale of marketable securities
    215       279  
 
   
     
 
     
Net cash provided by (used in) investing activities
    873       (5,508 )
Cash flows from financing activities:
               
 
Payment for debt issuance costs
    (100 )     (138 )
 
Borrowings under revolving credit arrangements
    3,727       4,851  
 
Repayments under revolving credit arrangements
    (5,261 )     (3,640 )
 
Proceeds from issuance of stock
          209  
 
Payment of preferred dividends
    (180 )     (180 )
 
Purchase of treasury stock
    (180 )     (266 )
 
   
     
 
     
Net cash provided by (used in) financing activities
    (1,994 )     836  
 
   
     
 
Net increase (decrease) in cash and cash equivalents
    (1,430 )     (986 )
Cash and cash equivalents, beginning of period
    2,155       1,756  
 
   
     
 
Cash and cash equivalents, end of period
  $ 725     $ 770  
 
   
     
 
Supplemental disclosure of cash flow information:
               
 
Cash paid during the period for income taxes
  $ 28     $ 759  
 
Cash paid during the period for interest
  $ 414     $ 556  

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TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE 1 — BASIS OF PRESENTATION

You should read these consolidated financial statements along with the consolidated financial statements and notes in the 2001 Annual Report on Form 10-K of Toreador Resources Corporation (the “Company, we, us, our”) filed with the Securities and Exchange Commission. In our opinion, the information furnished herein reflects all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the results of these interim periods. Operating results for the three-and six-month periods ended June 30, 2002, may not necessarily be indicative of the results for the year ending December 31, 2002.

NOTE 2 — COMPREHENSIVE INCOME

The following table presents the components of comprehensive income, net of related tax (amounts in thousands):

                                 
    Three Months Ended   Six Months Ended
    June 30   June 30
   
 
    2002   2001   2002   2001
   
 
 
 
Income (loss) available to common shares
  $ (581 )   $ 928     $ (2,527 )   $ 2,447  
Foreign currency translation adjustment
    (2,251 )           (840 )      
Change in fair value of available-for-sale securities
    (22 )     26       (51 )     (73 )
 
   
     
     
     
 
Comprehensive income (loss)
  $ (2,854 )   $ 954     $ (3,418 )   $ 2,374  
 
   
     
     
     
 

We now report foreign currency translation adjustments as a component of comprehensive income because of our operations in France, and Turkey since January 1, 2002.

NOTE 3 — RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

On July 20, 2001, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (“Statement 142”). Under Statement 142, goodwill and intangible assets with indefinite lives are no longer amortized but are reviewed annually (or more frequently if there is a change in operating conditions that would make it prudent to do so) for impairment. Separable intangible assets that are not deemed to have an indefinite life will continue to be amortized over their useful lives (although Statement 142 specifies no maximum life). Prior to our merger with Madison Oil Company (“Madison”) on December 31, 2001, we had no goodwill; therefore, when we adopted Statement 142 on January 1, 2002, there was no impact on our financial position. The goodwill we recorded as the result of the Madison merger will be reviewed for impairment on a regular basis as required by Statement 142.

On August 15, 2001, the FASB issued Statement No. 143, Accounting for Asset Retirement Obligations (“Statement 143”). Statement 143 was initiated in 1994 to account for the costs of nuclear decommissioning. The FASB expanded the scope to include similar closure or removal-type costs in other industries that are incurred during the life of an asset. That standard requires entities to record the fair

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TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

value of a liability for an asset retirement obligation in the period in which the liability is incurred. When the liability is initially recorded, the entity capitalizes a cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. Statement 143 is effective for fiscal years beginning after June 15, 2002, with earlier application encouraged. We will adopt this standard on January 1, 2003. We have not completed the process of determining the impact of adopting Statement 143.

On January 1, 2002, we adopted FASB Statement No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets (“Statement 144”). The new rules significantly change the criteria that would have to be met to classify an asset as held-for-sale. This distinction is important because assets held-for-sale are stated at the lower of their fair values or carrying amounts and depreciation is no longer recognized. The new rules also supersede the provisions of Accounting Principles Board Opinion No. 30 (“APB 30”) with regard to reporting the effects of a disposal of a segment of a business and require expected future operating losses from discontinued operations to be displayed in discontinued operations in the period(s) in which the losses are incurred (rather than as of the measurement date as presently required by APB 30). In addition, more dispositions will qualify for discontinued operations treatment in the income statement. Typically, when we identify properties for sale, we sell them immediately via internet auction. When we sell properties via internet auction, we set a minimum price (a “reserve” price) that must be met for the auction to close. If the reserve is not met, we have the ability to remove the property from sale. Because of these facts, the properties identified for sale do not meet the criteria to be classified as assets held-for-sale in accordance with Statement 144. Because we had no properties held for sale at December 31, 2001, adopting Statement 144 did not have a material impact on our financial position at January 1, 2002 or results of operations for the three-and six-month periods ended June 30, 2002.

In April 2002, the FASB issued Statement No. 145 (“Statement 145”), “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections,” related to accounting for debt extinguishments, leases, and intangible assets of motor carriers. The provisions of Statement 145 are effective for fiscal years beginning after May 15, 2002, with earlier adoption encouraged. We have not determined the impact of adopting Statement 145.

NOTE 4 — ACQUISITIONS

On May 31, 2002, we acquired Wilco Turkey Limited (“WTL”) from Wilco Properties, Inc. (“WPI”). WTL’s primary asset is an interest (ranging from 52.5% to 87.5%) in exploration licenses covering 2.2 million acres in the Thrace basin and in the central and southeast areas of Turkey. We also acquired from F-Co Holdings Kandamis (“F-CO”) additional interests (ranging from 7.5% to 12.5%) in the same exploration licenses. The purpose of the acquisition was to obtain, explore and possibly develop the acreage covered by the licenses. The acreage in the Thrace Basin is adjacent to or near the acreage we held prior to the acquisition of WTL. In exchange for all of the outstanding common stock of WTL, we have agreed to give WPI an overriding royalty interest in any successful wells we drill on the acreage covered by the exploration licenses we acquired. We have also agreed to give F-CO, in exchange for its interest in the acreage, an overriding royalty interest in any successful wells we drill on the acreage. As of the acquisition date, there were no outstanding liabilities associated with WTL. We did not convey value to WPI or F-CO on the acquisition date, or assume any liabilities; therefore, the fair value of the transaction was zero. We have allocated no value to the assets acquired from WTL and F-CO. WPI is controlled by William I. Lee, a director and shareholder, and F-CO is owned by Peter L. Falb, a director and shareholder.

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TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE 5 — GEOGRAPHIC OPERATING SEGMENT INFORMATION

We have operations in only one industry segment, the oil and gas exploration and production industry. We have structured the Company along geographic operating segments or regions. As a result, we have reportable operations in the United States, France and Turkey. Geographic operating segment income tax expenses have been determined based on statutory rates existing in the various tax jurisdictions where we have oil and natural gas producing activities.

The following tables provide the geographic operating segment data required by Statement of Financial Accounting Standards No. 131, Disclosure about Segments of an Enterprise and Related Information. Operations in France and Turkey did not begin until we completed our merger with Madison on December 31, 2001. Accordingly, we had operations in only the U.S. segment during the three-and six-month periods ended June 30, 2001. Subsequent to December 31, 2001, we combined the “United States” and “Headquarters and Other” segments to more accurately reflect the way we analyze our operations.

                                             
                                        Three Months
                                        Ended
        Three Months Ended June 30, 2002   June 30, 2001
       
 
        United                                
        States   France   Turkey   Total   United States
       
 
 
 
 
        (in thousands)
Revenues:
                                       
 
Oil and gas sales
  $ 3,190     $ 2,533     $ 521     $ 6,244     $ 3,930  
 
Gain (loss) on commodity derivatives
    (176 )     (112 )           (288 )     444  
 
Lease bonuses and rentals
    231                   231       174  
 
   
     
     
     
     
 
   
Total revenues
    3,245       2,421       521       6,187       4,548  
Costs and expenses:
                                       
 
Lease operating
    592       975       226       1,793       839  
 
Exploration and acquisition
    204                   204       296  
 
Depreciation, depletion and amortization
    851       451       319       1,621       831  
 
General and administrative
    1,779       132       176       2,087       709  
 
   
     
     
     
     
 
   
Total costs and expenses
    3,426       1,558       721       5,705       2,675  
 
   
     
     
     
     
 
Operating income (loss)
    (181 )     863       (200 )     482       1,873  
Other income (expense)
                                       
 
Equity in loss of unconsolidated investments
    (32 )                 (32 )     (55 )
 
Gain (loss) on sale of properties
    (787 )                 (787 )     42  
 
Gain (loss) on sale of marketable securities
    (4 )                 (4 )     (25 )
 
Interest and other
    (4 )     (185 )     20       (169 )     45  
 
Interest expense
    (298 )     (116 )           (414 )     (264 )
 
   
     
     
     
     
 
   
Total other income (expense)
    (1,125 )     (301 )     20       (1,406 )     (257 )
 
   
     
     
     
     
 
Net income (loss) before income taxes
    (1,306 )     562       (180 )     (924 )     1,616  
Provision (benefit) for income taxes
    (433 )                     (433 )     598  
 
   
     
     
     
     
 
Net income (loss)
  $ (873 )   $ 562     $ (180 )   $ (491 )   $ 1,018  
 
   
     
     
     
     
 
Total assets (after intercompany eliminations)
  $ 54,514     $ 25,364     $ 9,055     $ 88,933     $ 44,601  
 
   
     
     
     
     
 

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TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

                                             
                                        Six Months
                                        Ended
        Six Months Ended June 30, 2002   June 30, 2001
       
 
        United                                
        States   France   Turkey   Total   United States
       
 
 
 
 
        (in thousands)
Revenues:
                                       
 
Oil and gas sales
  $ 5,972     $ 4,552     $ 1,041     $ 11,565     $ 8,849  
 
Gain (loss) on commodity derivatives
    (1,166 )     (1,268 )           (2,434 )     568  
 
Lease bonuses and rentals
    501                   501       325  
 
   
     
     
     
     
 
   
Total revenues
    5,307       3,284       1,041       9,632       9,742  
Costs and expenses:
                                       
 
Lease operating
    1,276       2,011       442       3,729       1,552  
 
Exploration and acquisition
    449                   449       500  
 
Depreciation, depletion and amortization
    1,849       893       431       3,173       1,616  
 
General and administrative
    3,088       250       331       3,669       1,327  
 
   
     
     
     
     
 
   
Total costs and expenses
    6,662       3,154       1,204       11,020       4,995  
 
   
     
     
     
     
 
Operating income (loss)
    (1,355 )     130       (163 )     (1,388 )     4,747  
Other income (expense)
                                       
 
Equity in loss of unconsolidated investments
    (64 )                 (64 )     (155 )
 
Gain (loss) on sale of properties
    (1,035 )                 (1,035 )     170  
 
Gain (loss) on sale of marketable securities
    (1 )                 (1 )     6  
 
Interest and other
    18       (65 )     14       (33 )     101  
 
Interest expense
    (555 )     (304 )           (859 )     (699 )
 
   
     
     
     
     
 
   
Total other income (expense)
    (1,637 )     (369 )     14       (1,992 )     (577 )
 
   
     
     
     
     
 
Net income (loss) before income taxes
    (2,992 )     (239 )     (149 )     (3,380 )     4,170  
Provision (benefit) for income taxes
    (1,033 )                 (1,033 )     1,543  
 
   
     
     
     
     
 
Net income (loss)
  $ (1,959 )   $ (239 )   $ (149 )   $ (2,347 )   $ 2,627  
 
   
     
     
     
     
 
Total assets (after intercompany eliminations)
  $ 54,514     $ 25,364     $ 9,055     $ 88,933     $ 44,601  
 
   
     
     
     
     
 

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TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE 6 — DERIVATIVE FINANCIAL INSTRUMENTS

We utilize commodity derivative instruments (These transactions are generally structured as either swaps or collar contracts. A swap can be described as having the effect of an outright sale at a specific price. A collar has the effect of creating a sale only if a floor or ceiling price is exceeded.) in order to (i) reduce the effect of the price fluctuations of the commodities we produce and sell; (ii) support our annual capital budgeting and expenditure plans; (iii) protect the amounts required for servicing outstanding debt; and (iv) maximize the funds available under our existing credit facilities. The trading party that represents the other side of each of these transactions is known as a “counterparty.” The counterparty of all of our transactions is Coral Energy Holdings, L.P., an affiliate of Royal Dutch/Shell.

The following table lists our open natural gas derivative contracts as of June 30, 2002. All contracts are based on NYMEX pricing. We estimated the fair value of the option agreement at June 30, 2002, from quotes by the counterparty representing the amounts we would expect to receive or pay to terminate the agreements on that date. We estimated the fair value of the swap agreement based on the difference between the strike prices and the forward NYMEX prices for each determination period multiplied by the notional volume for each period.

                                   
                      Notional Volume per   Aggregate Volume
Contract Type   Effective Date   Termination Date   Month (MMBtu) (1)   (MMBtu) (1)

 
 
 
 
Swap
  August 2002   October 2002     120,000       360,000  
 
  November 2002   December 2002     80,000       160,000  
 
  January 2003   December 2003     30,000       360,000  
 
  January 2004   December 2004     50,000       600,000  
Put Option
  January 2003   December 2003     80,000       960,000  
 
  January 2004   December 2004     50,000       600,000  
Call Option
  January 2003   December 2003     80,000       960,000  
 
  January 2004   December 2004     50,000       600,000  

[Additional columns below]

[Continued from above table, first column(s) repeated]
                   
              Fair Value
      Strike Price per   Gain/(Loss) June
Contract Type   MMBtu   30, 2002

 
 
Swap
  $ 2.959     $ (113,460 )
 
    3.059       (109,220 )
 
    3.900       8,760  
 
    3.920       (31,900 )
Put Option
    3.250       323,418  
 
    3.250       131,562  
Call Option
    4.850       (353,782 )
 
    5.275       (135,312 )


(1)   MMBtu — Million British thermal units.

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TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

     The following table lists our open crude oil derivative contracts as of June 30, 2002. We estimated the fair value of the swap agreements based on the difference between the strike prices and the forward index prices for each determination period multiplied by the notional volume for each period.

                                   
                      Notional Volume per   Aggregate Volume
Contract Type   Effective Date   Termination Date   Month (Bbls)   (Bbls)

 
 
 
 
WTI Crude Swap
  July 2002   December 2002     15,000       90,000  
Brent Crude Swap
  July 2002   December 2002     37,500       135,000  

[Additional columns below]

[Continued from above table, first column(s) repeated]
                   
              Fair Value
              Gain/(Loss)
Contract Type   Strike Price per Bbl   June 30, 2002

 
 
WTI Crude Swap
  $ 22.480     $ (341,033 )
Brent Crude Swap
    23.178       (493,200 )

NOTE 7 — LONG-TERM DEBT

On May 9, 2002, we amended our revolving credit facility with Bank of Texas (the “Texas Facility”). The amendment divided the amounts outstanding into two tranches. Tranche A amounted to $18,024,750, and Tranche B represented all amounts outstanding in excess of Tranche A. The amendment required that all amounts outstanding under Tranche B be repaid by July 15, 2002, and called for a monthly penalty of $50,000 if such amounts are not repaid by July 15, 2002. On August 1, 2002, we amended the Texas Facility again. Under the terms of this amendment, Tranche A is increased to $20,000,000, and the due date for Tranche B is extended to November 1, 2002. Additionally, this amendment requires no monthly penalty if all amounts under Tranche B are not repaid by November 1, 2002. At June 30, 2002, there was $21,715,000 outstanding under the Texas Facility, and, in accordance with the amendment, we have included $1,715,000 under current portion of long-term debt on the balance sheet.

NOTE 8 — LITIGATION

On August 7, 2002, we reached an agreement related to the Karak Petroleum legal proceeding described in the Notes to Consolidated Financial Statements included in our December 31, 2001, Annual Report on Form 10-K. Under the terms of the agreement, we will pay the plaintiffs $400,000 for full release of liability. Written documentation reflecting the foregoing is in the process of finalization. Prior to the agreement, we had no amounts accrued for this proceeding, which we assumed in the Madison merger. Because we had no amounts accrued for this contingency, and it existed prior to the date of the merger, we have adjusted our purchase price allocation by adding $400,000 to both goodwill and accounts payable and accrued liabilities. The agreement requires that we remit the $400,000 in two installments. The first installment of $50,000 is due upon finalization of the written documentation, and the remaining $350,000 must be paid by February 3, 2003.

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TOREADOR RESOURCES CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

NOTE 9 — EARNINGS PER COMMON SHARE

     The following table reconciles the numerators and denominators of the basic and diluted earnings per ordinary share computation.

                                       
          Three Months Ended June 30   Six Months Ended June 30
         
 
          2002   2001   2002   2001
         
 
 
 
          (in thousands, except per share data)
Basic earnings per share
                               
 
Numerator:
                               
   
Net income (loss)
  $ (491 )   $ 1,018     $ (2,347 )   $ 2,627  
   
Less: dividends on preferred shares
    90       90       180       180  
 
   
     
     
     
 
   
Income (loss) available to common shares
  $ (581 )   $ 928     $ (2,527 )   $ 2,447  
 
   
     
     
     
 
Denominator:
                               
 
Common shares outstanding
    9,338       6,314       9,349       6,293  
 
   
     
     
     
 
     
Basic earnings per share
  $ (0.06 )   $ 0.15     $ (0.27 )   $ 0.39  
 
   
     
     
     
 
Diluted earnings per share
                               
 
Numerator:
                               
   
Net income (loss)
  $ (491 )   $ 1,018     $ (2,347 )   $ 2,697  
   
Less: dividends on preferred shares
    90       N/A (1)     180       N/A (1)
 
   
     
     
     
 
   
Income (loss) available to common shares
  $ (581 )   $ 1,018     $ (2,527 )   $ 2,697  
 
   
     
     
     
 
Denominator:
                               
   
Common shares outstanding
    9,338       6,314       9,349       6,293  
   
Common stock options and warrants
    N/A (2)     257       N/A (2)     278  
   
Conversion of preferred shares
    N/A (2)     1,000       N/A (2)     1,000  
   
Conversion of debenture
    N/A (2)           N/A (2)      
 
   
     
     
     
 
 
    9,338       7,571       9,349       7,571  
 
   
     
     
     
 
     
Diluted earnings per share
  $ (0.06 )   $ 0.13     $ (0.27 )   $ 0.35  
 
   
     
     
     
 


(1)   Because we have assumed that the preferred shares were converted into common shares, there would have been no preferred dividends paid.
 
(2)   Due to the net loss for the three-and six-month periods ended June 30, 2002, there were no dilutive shares.

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ITEM 2 -   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

DISCLOSURES REGARDING FORWARD-LOOKING STATEMENTS

Certain matters discussed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report may constitute “forward-looking” statements for purposes of the Securities Act of 1933, and the Securities Exchange Act of 1934 and, as such, may involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. When used in this report, the words “anticipates,” “estimates,” “plans,” “believes,” “continues,” “expects,” “projections,” “forecasts,” “intends,” “may,” “might,” “could,” “should,” and similar expressions are intended to be among the statements that identify forward-looking statements. Various factors that could cause the actual results, performance or achievements to differ materially from our expectations are disclosed in this report (“Cautionary Statements”), including, without limitation, those statements made in conjunction with the forward-looking statements included under the caption identified above and otherwise herein. All written and oral forward-looking statements attributable to us are expressly qualified in their entirety by the Cautionary Statements.

LIQUIDITY AND CAPITAL RESOURCES

This section should be read in conjunction with Note 7 — Long-term Debt.

During the first six months of 2002, our primary source of capital for financing our operating and investing activities has been a combination of operating cash flow and cash received from oil and gas property sales. We constantly review the operating results of our properties on an individual basis. When we discover under-performing oil properties, we attempt to liquidate those properties. Cash provided by operating activities before changes in working capital during the six months ended June 30, 2002, amounted to $4.1 million, and we have received $2.0 million in proceeds from sales of property and equipment. We anticipate that cash flow provided by operating activities for the remaining six months of 2002 will be approximately $5.0 million.

We currently have two senior borrowing facilities. First, we have a revolving credit facility with Bank of Texas (the “Texas Facility”), which had permitted borrowings of $20.0 million at June 30, 2002. At June 30, 2002, we had borrowings outstanding under the Texas Facility of approximately $21.7 million. We will be required to repay $1.7 million of the borrowings outstanding under the Texas Facility by November 1, 2002. On August 1, 2002, we entered into an amendment agreement with Bank of Texas that established the amounts of the permitted borrowings and the portion that we are required to pay by November 1, 2002. Second, we have a revolving credit facility with Barclays Bank, Plc (the “Barclays Facility”). Under the Barclays Facility, we had $16.3 million outstanding at June 30, 2002. The Barclays Facility had a borrowing base of $20.0 million at June 30, 2002. However, additional borrowings will not be available until Barclays conducts a formal borrowing base review in October 2002. In addition, we are required to repay $3.6 million of the outstanding borrowings under the Barclays Facility during the remainder of 2002. During the first six months of 2002, we used $2.9 million of our available cash flow to reduce the amounts outstanding under the Barclays Facility. In 2002, we are reviewing ways to refinance all or part of our existing senior debt.

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We anticipate that our 2002 capital expenditures budget, excluding any acquisitions we may make, will range from $5.0 million to $7.0 million. The actual amount will be determined by required exploratory and development drilling. We intend to fund our capital expenditures budget from operating cash flow, property sales, the proceeds of any financing we are able to secure, or a combination thereof. We will continue to focus most of our capital budget during 2002 on prospects that are currently in our inventory as a result of the Madison merger. During 2002, we will continue to limit our activity in France to development drilling on our existing properties. However, in Trinidad we expect to participate in two exploratory wells prior to year-end on the Southwest Cedros Peninsula. In Turkey, exploration work will continue on several projects including the processing and interpretation of the seismic data just acquired in the Black Sea.

We believe that sufficient funds will be available from operating and investing activities to meet anticipated capital requirements for fiscal 2002.

Dividends on our common stock may be declared and paid out of funds legally available when and as determined by our Board of Directors. Our policy is to hold and invest corporate funds in our ongoing operations, and, thus, we do not anticipate paying cash dividends on our common stock in the foreseeable future. In addition, under the terms of the Texas Facility, we are prohibited from paying dividends on the common stock without prior consent from Bank of Texas (other than dividends payable in shares of common stock). In addition, any declaration of dividends must be approved by a majority of the holders of our Series A Convertible Preferred Stock.

Dividends on our Series A Convertible Preferred Stock are paid quarterly. Cash dividends totaling $90,000 and $180,000 were paid for the three-and six-month periods ended June 30, 2002 and 2001, respectively. Future dividends will be paid in cash at a rate of $90,000 per calendar quarter.

CRITICAL ACCOUNTING POLICIES

Other than the adoption of Statement 144 discussed in Note 3 to the consolidated financial statements included in this quarterly report on Form 10-Q, we did not have any changes in our critical accounting policies or in our significant accounting estimates during the six months ended June 30, 2002. Please see our Annual Report on Form 10-K for the year ended December 31, 2001, for a detailed discussion of our critical accounting policies.

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RESULTS OF OPERATIONS

COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001

The following tables present production and average unit prices and costs for the geographic segments indicated:

                                               
          Three Months Ended           Three Months Ended
          June 30           June 30
         
         
          2002   2001           2002   2001
         
 
         
 
Production
                  Average Price                
 
Oil (MBbls):
                  Oil ($/Bbl):                
   
United States
    62       73                United States     23.13       25.35  
   
France
    105           France     24.05        
   
Turkey
    24           Turkey     22.52        
 
   
     
             
     
 
     
Total
    191       73     Total     23.56       27.20  
 
Gas (MMcf):
                  Gas ($/Mcf):                
   
United States
    460       454                United States     3.57       4.14  
   
France
              France            
   
Turkey
              Turkey            
 
   
     
             
     
 
     
Total
    460       454     Total     3.57       3.61  
 
MBOE:
                         $/BOE            
   
United States
    139       149                United States     22.20       25.10  
   
France
    105           France     24.05        
   
Turkey
    24           Turkey     22.52        
 
   
     
             
     
 
     
Total
    268       149     Total     22.95       25.10  

REVENUES

Oil and gas sales. Oil and gas sales increased by $2.3 million, or 59%, due to the operations of properties acquired in the Madison merger. The increase was offset by decreases in the average prices received for domestic production. Revenues attributable to the operations of the properties acquired in the Madison merger were approximately $3.1 million. The average price per BOE we received for our U.S. production decreased $2.90, or 12%.

Gain (loss) on commodity derivatives. We utilize commodity derivative instruments (These transactions are generally structured as either swaps or collar contracts. A swap can be described as having the effect of an outright sale at a specific price. A collar has the effect of creating a sale only if a floor or ceiling price is exceeded.) in order to (i) reduce the effect of the price fluctuations of the commodities we produce and sell; (ii) support our annual capital budgeting and expenditure plans; (iii) protect the amounts required for servicing outstanding debt; and (iv) maximize the funds available under our existing credit facilities. The trading party that represents the other side of each of these transactions is known as a “counterparty.” The counterparty of all of our transactions is Coral Energy Holdings, L.P., an affiliate of Royal Dutch/Shell. During the second quarter of 2002, we had an unrealized gain of approximately $166,000 related to our hedging activity. This was offset by realized losses of approximately $454,000. During the second quarter of 2001, we had an unrealized gain of $427,000 and a realized gain of $141,000. As noted above, we have structured our commodity derivatives to reduce the effect of the price fluctuations of the commodities we produce and sell. As a result, those derivatives decline in value as the underlying commodity prices rise.

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Any losses incurred on derivatives are offset by higher oil and gas sales revenues due to increases in underlying commodity prices. See Note 6 in the Notes to Consolidated Financial Statements included in this filing for more details.

Lease bonuses and rentals. Lease bonuses and rentals increased by $57,000, or 33%, due to a recent increase in leasing activity as a result of several wildcat discoveries in and around the minerals we own in Mississippi.

EXPENSES

Lease operating. Lease operating expenses increased $1.0 million, or 114%, due to the operations of the properties we acquired in the Madison merger and are commensurate with the increase in operating revenue from the Madison properties. Higher lease operating expenses were offset by decreases in U.S. production taxes that were a result of the decline in oil and gas sales prices discussed above. For the quarter, operating expenses associated with the properties acquired in the Madison merger amounted to $1.2 million.

Exploration and acquisition. Exploration and acquisition expense decreased $92,000, or 31%, due to decreased drilling activity compared with the same period in 2001. We plan to spend between $5.0 million and $7.0 million on drilling, or the majority of our capital expenditures, during 2002.

Depletion, depreciation and amortization. DD&A increased $790,000, or 95%, primarily due to the depletion of the properties we acquired in the Madison merger. Depletion expense on the properties we acquired in the Madison merger was approximately $770,000.

General and administrative. General and administrative expenses increased $1.4 million, or 194%, during the second quarter. The majority of this increase was a direct result of the Madison merger; however, a significant portion of these expenses, approximately $500,000, is non-recurring items that are either transaction and transition costs or other expenses of a one-time nature. Approximately $308,000 is general and administrative expense that is directly attributable to the operation of our new French and Turkish properties. The balance represents the ongoing cost of the Madison exploration staff that will be engaged both internationally and in the United States.

OTHER INCOME AND EXPENSE

Other income and expense resulted in a net charge to expenses of $1.4 million during the second quarter of 2002 versus $257,000 during the second quarter of 2001. Net expense increased $1.1 million, or 447%, primarily due to losses on property sales. We lost $787,000 on property sales closed in the second quarter of 2002, compared with a property-sale gain of $42,000 in the second quarter of 2001. As a result of lower oil and gas prices, we elected to proceed with the sale of several non-economic properties rather than sustain continued operating losses on those properties. This undertaking is in keeping with our ongoing practice of systematically high-grading our property holdings.

NET INCOME (LOSS) AVAILABLE TO COMMON SHARES

In the second quarter of 2002, we incurred a net loss of $581,000, compared with net income of $928,000 million for the same period in 2001. Lower second quarter 2002 results were due to decreased oil and gas prices compared with the second quarter of 2001, one-time transaction and transition costs related to the Madison merger, higher operating costs of the newly combined company after the addition of the Madison exploration staff, and losses on the sales of selected properties.

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OTHER COMPREHENSIVE INCOME

This item should be read in conjunction with Note 3 in the Notes to Consolidated Financial Statements included in this filing.

The most significant element of comprehensive income, other than net income (loss), is foreign currency translation. The function currency of our operations in France is the Euro, and in Turkey the functional currency is the Turkish Lira. The exchange rates used to translate the financial position of those operations were approximately US$0.98 per Euro and US$0.64 per million Turkish Lira. The Euro rate at March 31, 2002, was US$0.88 per Euro and US$0.76 per million Turkish Lira. These fluctuations caused an unrealized loss of $2.3 million for the second quarter of 2002. No such charges existed during the second quarter of 2001 because we had no foreign operations during that period.

COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001

The following tables present production and average unit prices and costs for the geographic segments indicated:

                                               
          Six Months Ended           Six Months Ended
          June 30           June 30
         
         
          2002   2001           2002   2001
         
 
         
 
Production
                  Average Price                
 
Oil (MBbls):
                  Oil ($/Bbl):                
   
United States
    135       152                United States     20.82       25.97  
   
France
    215           France     21.15        
   
Turkey
    52           Turkey     19.95        
 
   
     
             
     
 
     
Total
    402       152     Total     20.89       26.80  
 
Gas (MMcf):
                  Gas ($/Mcf):                
   
United States
    965       845                United States     3.00       5.46  
   
France
              France            
   
Turkey
              Turkey            
 
   
     
             
     
 
     
Total
    965       845     Total     3.00       3.07  
 
MBOE:
                  $/BOE                
   
United States
    296       293                United States     19.29       29.24  
   
France
    215           France     21.15        
   
Turkey
    52           Turkey     19.95        
 
   
     
             
     
 
     
Total
    563       293     Total     20.06       29.24  

REVENUES

Oil and gas sales. Oil and gas sales increased $2.7 million, or 31%, due to the operations of properties acquired in the Madison merger, but the increase was offset by decreases in the average prices received for domestic production. Revenues attributable to the operations of the properties acquired in the Madison merger were approximately $5.6 million. The average price per BOE we received for our U.S. production decreased $9.95, or 34%.

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Gain (loss) on commodity derivatives. We utilize commodity derivative instruments (These transactions are generally structured as either swaps or collar contracts. A swap can be described as having the effect of an outright sale at a specific price. A collar has the effect of creating a sale only if a floor or ceiling price is exceeded.) in order to (i) reduce the effect of the price fluctuations of the commodities we produce and sell; (ii) support our annual capital budgeting and expenditure plans; (iii) protect the amounts required for servicing outstanding debt; and (iv) maximize the funds available under our existing credit facilities. The trading party that represents the other side of each of these transactions is known as a “counterparty.” The counterparty of all of our transactions is Coral Energy Holdings, L.P., an affiliate of Royal Dutch/Shell. During the first half of 2002, we had an unrealized loss related to our hedging activity of approximately $2.1 million, and a realized loss of $300,000. During the first half of 2001, we had an unrealized gain of $427,000, and a realized gain of $141,000. The losses during the first half of 2002 are due to an increase in oil and gas prices between December 31, 2001, and June 30, 2002. As noted above, we have structured our commodity derivatives to reduce the effect of the price fluctuations of the commodities we produce and sell. As a result, those derivatives decline in value as the underlying commodity prices rise. Any losses incurred on derivatives are offset by higher oil and gas sales revenues due to increases in underlying commodity prices. See Note 6 in the Notes to Consolidated Financial Statements included in this filing for more details.

Lease bonuses and rentals. Lease bonuses and rentals increased by $176,000, or 54%, due to recent increases in leasing activity as a result of several wildcat discoveries in and around the minerals we own in Mississippi.

EXPENSES

Lease operating. Lease operating expenses increased $2.2 million, or 140%, due to the operations of the properties we acquired in the Madison merger and are commensurate with the increase in operating revenue from the Madison properties. Higher lease operating expenses were offset by decreases in U.S. production taxes that were a result of the decline in oil and gas sales prices discussed above. For the first half of 2002, operating expenses associated with the properties in the Madison merger amounted to $2.5 million.

Exploration and acquisition. Exploration and acquisition expense decreased $51,000, or 10%, due to decreased drilling activity, compared with the same period in 2001. We plan to spend between $5.0 million and $7.0 million on drilling, or the majority of our capital expenditures, during 2002.

Depletion, depreciation and amortization. DD&A increased $1.6 million, or 96%, due to the depletion of the properties we acquired in the Madison merger. Also contributing to the increase was a higher average depletion rate on U.S. properties. The higher average depletion rate was the result of lower prices in effect at December 31, 2001, as compared to those in effect at December 31, 2000. The lower prices caused beginning oil and gas reserves to be lower. Depletion expense on the properties we acquired from Madison was approximately $1.3 million. Production from our United States properties increased 3 MBOE, or 1%.

General and administrative. General and administrative expenses increased $2.3 million, or 176%, during the first half. The majority of this increase was a direct result of the acquisition of Madison; however, a significant portion of these expenses, approximately $500,000, is non-recurring items that are either transaction and transition costs or other expenses of a one-time nature. Approximately $581,000 is general and administrative expense that is directly attributable to the operation of our new French and Turkish properties. The balance represents the ongoing cost of the Madison exploration staff that will be engaged both internationally and in the United States.

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OTHER INCOME AND EXPENSE

Other income and expense resulted in a net charge to expenses of $2.0 million in the first half of 2002, versus $577,000 for the same period in 2001. Net expense increased $1.4 million, or 245%, primarily due to losses on property sales and increased interest expense. We incurred a $1.0 million loss on property sales closed in the first half of 2002, compared with a property-sale gain of $170,000 in the first half of 2001. As a result of lower oil and gas prices, we elected to proceed with the sale of several non-economic properties rather than sustain continued operating losses on those properties. This undertaking is in keeping with our ongoing practice of systematically high-grading our property holdings. Interest expense increased, the result of the revolving credit balances assumed in the Madison merger.

NET INCOME (LOSS) AVAILABLE TO COMMON SHARES

In the first half of 2002, we incurred a net loss of $2.5 million, compared with net income of $2.4 million for the same period in 2001. Lower first-half results were due to decreased oil and gas prices, compared with the first half of 2001, one-time transaction and transition costs related to the Madison merger, higher operating costs of the newly combined company after the addition of the Madison exploration staff, and losses on the sales of selected properties.

OTHER COMPREHENSIVE INCOME

This item should be read in conjunction with Note 3 in the Notes to Consolidated Financial Statements included in this filing.

The most significant element of comprehensive income, other than net income (loss), is foreign currency translation. The function currency of our operations in France is the Euro, and in Turkey the functional currency is the Turkish Lira. The exchange rates used to translate the financial position of those operations are approximately US$0.98 per Euro and US$0.64 per million Turkish Lira. The Euro rate at December 31, 2001, was US$0.87 per Euro, and US$0.69 per million Turkish Lira. These fluctuations caused an unrealized loss of $840,000 for the first half of 2002. No such charges existed during the first half of 2001 because we had no foreign operations during that period.

ITEM 3 — QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Other than the decline in the fair value of our commodity derivatives discussed in Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations, there have been no material changes from the information provided in Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2001.

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PART II. OTHER INFORMATION

ITEM 1 — LEGAL PROCEEDINGS

Other than the Karak Petroleum settlement agreement discussed in the Notes to Consolidated Financial Statements included in this filing, there have been no material changes to the information reported under Item 3 — Legal Proceedings of our Annual Report on Form 10-K for the year ended December 31, 2001.

From time to time, we are named as a defendant in other legal proceedings arising in the normal course of business. In our opinion, the final judgment or settlement, if any, which may be awarded with any other suits or claims would not have a material adverse effect on our financial position.

ITEM 2 — CHANGES IN SECURITIES AND USE OF PROCEEDS — None.

ITEM 3 — DEFAULTS UPON SENIOR SECURITIES — None.

ITEM 4 — SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On April 26, 2002, we submitted a proxy statement to the Company’s stockholders as of the record date, April 1, 2002. The proxy statement was furnished to the Company’s stockholders in connection with the Annual Meeting of Stockholders held on May 30, 2002. There were 9,337,517 shares entitled to vote at the meeting. The proposals under consideration, along with the results of the voting, are as follows:

(1)   To approve the amendment to the Toreador Resources Corporation Amended and Restated 1990 Stock Option Plan increasing the number of shares authorized pursuant to such plan from 500,000 to 1,000,000 and to ratify the issuance of the stock options previously granted pursuant to such plan;

                         
Votes For   Votes Against   Abstentions   Broker Non-Votes

 
 
 
4,821,708
    303,064       102,209       2,270,597  

(2)   To approve the Toreador Resources Corporation Amended and Restated 1994 Non-Employee Director Stock Option Plan, which among other items, increased the number of shares authorized pursuant to such plan from 200,000 to 500,000, and to ratify the issuance of the stock options previously granted pursuant to the 1994 Non-Employee Director Stock Option Plan;

                         
Votes For   Votes Against   Abstentions   Broker Non-Votes

 
 
 
4,794,085
    319,148       113,748       2,270,597  

(3)   To approve the increase of the number of authorized shares of Toreador Common Stock to 30,000,000 as set forth in the Toreador Resources Corporation Amended and Restated Certificate of Incorporation;

                         
Votes For   Votes Against   Abstentions   Broker Non-Votes

 
 
 
7,418,964
    64,315       14,299       N/A  

(4)   To approve the remainder of the Toreador Resources Corporation Amended and Restated Certificate of Incorporation; and

                         
Votes For   Votes Against   Abstentions   Broker Non-Votes

 
 
 
5,156,004
    57,231       13,746       2,270,597  

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(5)   To elect the following nominees for the Board of Directors:

                 
Nominee   Votes For   Votes Withheld

 
 
Herbert L. Brewer(1)
    7,345,776       151,802  
David M. Brewer(1)
    7,345,776       151,802  
Edward N. Dane(1)
    7,345,776       151,802  
Peter L. Falb(1)
    7,345,776       151,802  
G. Thomas Graves III(1)
    7,345,776       151,802  
Thomas P. Kellogg(1)
    7,344,576       153,002  
William I. Lee(1)
    7,345,776       151,802  
John Mark McLaughlin(1)
    7,345,776       151,802  
H.R. Sanders, Jr.(1)
    7,345,776       151,802  
Joseph J. Simons
    7,345,676       151,902  


(1)   Incumbent

ITEM 5 — OTHER INFORMATION — None.

ITEM 6 — EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  There following exhibits are included herein:

         
3.1   - -   Amended and Restated Certificate of Incorporation of Toreador Resources Corporation.
         
3.2   - -   Second Amended and Restated Bylaws of Toreador Resources Corporation
         
10.1   - -   Amendment Number One to the Toreador Resources Corporation Amended and Restated 1990 Stock Option Plan.
         
10.2   - -   Toreador Resources Corporation Amended and Restated 1994 Non-employee Director Stock Option Plan.
         
10.3   - -   Second Amendment to Loan Agreement dated May 9, 2002 between Toreador Resources Corporation, Toreador Exploration & Production Inc., Toreador Acquisition Corporation and Tormin, Inc. and Bank of Texas, National Association.
         
10.4   - -   Amendment Number Two to the Toreador Resources Corporation Amended and Restated 1990 Stock Option Plan.
         
10.5   - -   Amendment Number One to the Toreador Resources Corporation 2002 Stock Option Plan.

     (b)  Reports on Form 8-K:

 
None

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

     
    TOREADOR RESOURCES CORPORATION,
Registrant
     
     
August 14, 2002   /s/ G. Thomas Graves III
   
    G. Thomas Graves III
President and Chief Executive Officer
     
     
August 14, 2002   /s/ Douglas W. Weir
   
    Douglas W. Weir
Senior Vice President and Chief Financial Officer

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EXHIBITS INDEX

         
Exhibit Number   Description

 
3.1   - -   Amended and Restated Certificate of Incorporation of Toreador Resources Corporation.
         
3.2   - -   Second Amended and Restated Bylaws of Toreador Resources Corporation
         
10.1   - -   Amendment Number One to the Toreador Resources Corporation Amended and Restated 1990 Stock Option Plan.
         
10.2   - -   Toreador Resources Corporation Amended and Restated 1994 Non-employee Director Stock Option Plan.
         
10.3   - -   Second Amendment to Loan Agreement dated May 9, 2002 between Toreador Resources Corporation, Toreador Exploration & Production Inc., Toreador Acquisition Corporation and Tormin, Inc. and Bank of Texas, National Association.
         
10.4   - -   Amendment Number Two to the Toreador Resources Corporation Amended and Restated 1990 Stock Option Plan.
         
10.5   - -   Amendment Number One to the Toreador Resources Corporation 2002 Stock Option Plan.

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