Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - TOREADOR RESOURCES CORP | a10-9799_18k.htm |
| EX-10.1 - EX-10.1 - TOREADOR RESOURCES CORP | a10-9799_1ex10d1.htm |
| EX-99.1 - EX-99.1 - TOREADOR RESOURCES CORP | a10-9799_1ex99d1.htm |
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
The following unaudited pro forma condensed consolidated financial statements and related notes are presented to show the effects of the partnership agreement between Toreador Resources Corp and its wholly integrated subsidiaries (“Toreador”) and Hess Oil France (“Hess”).
The pro forma consolidated statements of operations for the year ended December 31, 2009 is presented to show the net income (loss) as if the participation, occurred on January 1, 2009. The pro forma consolidated statement of operations for the three months ended March 31, 2010 is presented to show the net income (loss) as if participation occurred on January 1, 2010. The pro forma condensed consolidated balance sheet is based on the assumption that the participation occurred on March 31, 2010.
Pro forma data are based on assumptions and include adjustments as explained in the notes to the unaudited pro forma condensed consolidated financial statements. The pro forma data are not necessarily indicative of the financial results that would have been attained had the sale occurred on the dates referenced above and should not be viewed as indicative of operations in future periods. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the notes thereto and our Annual Report on Form 10-K for the years ended December 31, 2009 and our quarterly report on Form 10-Q for the quarter ended March 31, 2010.
Toreador Energy France S.C.S. (“Toreador”), a company organized under the laws of France and an indirect subsidiary of Toreador Resources Corporation, a Delaware corporation (the “Company”), entered into an Investment Agreement (the “Investment Agreement”) with Hess Oil France S.A.S. (“Hess”), a company organized under the laws of France and a wholly owned subsidiary of Hess Corporation, a Delaware corporation, pursuant to which (x) Hess may become a 50% holder of Toreador’s working interests in its awarded and pending exploration permits in the Paris Basin, France (the “Permits”) and (y) (1) Hess must make a $15 million upfront payment to Toreador, (2) Hess will have the right to invest up to $120 million in fulfillment of a two-phase work program (the “Work Program”) and (3) Toreador would be entitled to receive up to a maximum of $130 million of success fees based on reserves and upon the achievement of an oil production threshold, each as described more fully below.
TOREADOR RESOURCES CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
(In thousands)
|
|
|
Historical |
|
Pro Forma |
|
Pro Forma |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
ASSETS |
|
|
|
|
|
|
|
|||
|
Current assets: |
|
|
|
|
|
|
|
|||
|
Cash and cash equivalents |
|
$ |
38,155 |
|
$ |
— |
|
$ |
38,155 |
|
|
Accounts receivable |
|
2,855 |
|
17,940 |
(a) |
20,795 |
|
|||
|
Income tax receivable |
|
599 |
|
— |
|
599 |
|
|||
|
Other |
|
2,211 |
|
— |
|
2,211 |
|
|||
|
Total current assets |
|
43,820 |
|
15,676 |
|
43,820 |
|
|||
|
Oil and natural gas properties, net, using successful efforts method of accounting |
|
69,285 |
|
— |
|
69,285 |
|
|||
|
Investments |
|
200 |
|
— |
|
200 |
|
|||
|
Goodwill |
|
3,717 |
|
— |
|
3,717 |
|
|||
|
Other assets |
|
3,316 |
|
— |
|
3,316 |
|
|||
|
|
|
$ |
120,338 |
|
$ |
17,940 |
|
$ |
61,760 |
|
|
|
|
|
|
|
|
|
|
|||
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|||
|
Current liabilities: |
|
|
|
|
|
|
|
|||
|
Accounts payable and accrued liabilities |
|
$ |
7,905 |
|
$ |
3,680 |
(b) |
$ |
11,585 |
|
|
Deferred lease payable |
|
109 |
|
— |
|
109 |
|
|||
|
Derivatives |
|
855 |
|
— |
|
855 |
|
|||
|
Current portion of long-term debt |
|
32,385 |
|
— |
|
32,385 |
|
|||
|
Income tax payable |
|
187 |
|
4,753 |
(c) |
4,940 |
|
|||
|
Total current liabilities |
|
41,441 |
|
8,433 |
|
49,874 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Long-term accrued liabilities |
|
360 |
|
— |
|
360 |
|
|||
|
Deferred lease payable |
|
414 |
|
— |
|
414 |
|
|||
|
Asset retirement obligations |
|
6,406 |
|
— |
|
6,406 |
|
|||
|
Deferred income tax liabilities |
|
14,787 |
|
— |
|
14,787 |
|
|||
|
Convertible senior notes |
|
35,028 |
|
— |
|
35,028 |
|
|||
|
Total liabilities |
|
98,436 |
|
8,433 |
|
106,869 |
|
|||
|
Commitments and contingencies |
|
|
|
|
|
|
|
|||
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|||
|
Common stock, $0.15625 par value, 30,000,000 shares authorized; 25,668,126 and 22,106,955 issued and 24,947,099 and 21,385,928 outstanding shares issued |
|
4,011 |
|
— |
|
4,011 |
|
|||
|
Additional paid-in capital |
|
198,288 |
|
— |
|
198,288 |
|
|||
|
Accumulated deficit |
|
(184,064 |
) |
9,507 |
(d) |
(174,557 |
) |
|||
|
Accumulated other comprehensive income |
|
6,201 |
|
— |
|
6,201 |
|
|||
|
Treasury stock at cost, 721,027 shares |
|
(2,534 |
) |
— |
|
(2,534 |
|
|||
|
Total stockholders’ equity |
|
21,902 |
|
9,507 |
|
31,409 |
|
|||
|
|
|
$ |
120,338 |
|
$ |
17,940 |
|
$ |
138,278 |
|
Pro Forma Adjustments
The unaudited pro forma condensed balance sheet at March 31, 2010 is based on our unaudited financial statements for the three months ended March 31, 2010, and the adjustments and assumptions are described below.
(a) As per agreement, record receipt of $15M cash upfront for sale consideration + VAT
(b) Expenses related to the investment agreement.
(c) Additional income taxes to be paid based on the operations described above
(d) The change in retained earnings was based on the changes described above that are associated with the investment agreement
TOREADOR RESOURCES CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
|
|
|
Historical |
|
Pro Forma |
|
Pro Forma |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Oil and natural gas sales |
|
$ |
5,511 |
|
$ |
— |
|
$ |
5,511 |
|
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|||
|
Lease operating |
|
1,240 |
|
— |
|
1,240 |
|
|||
|
Exploration expense |
|
18 |
|
— |
|
18 |
|
|||
|
Depreciation, depletion and amortization |
|
1,098 |
|
— |
|
1,098 |
|
|||
|
General and administrative |
|
5,005 |
|
32 |
(e) |
5,037 |
|
|||
|
Gain on sales of assets |
|
— |
|
(14,292 |
)(f) |
(14,292 |
) |
|||
|
Gain on oil and gas derivative contracts |
|
(31 |
) |
— |
|
(31 |
) |
|||
|
Total operating costs and expenses |
|
7,330 |
|
(14,260 |
) |
(6,930 |
) |
|||
|
Operating income (loss) |
|
(1,819 |
) |
14,260 |
|
(12,441 |
) |
|||
|
Other income (expense): |
|
|
|
|
|
|
|
|||
|
Foreign currency exchange gain |
|
205 |
|
— |
|
205 |
|
|||
|
Loss on early extinguishment of debt |
|
(4,256 |
) |
— |
|
(4,256 |
) |
|||
|
Interest and other income |
|
80 |
|
— |
|
80 |
|
|||
|
Interest expense, net of interest capitalized |
|
(784 |
) |
— |
|
(784 |
) |
|||
|
Total other income (expense) |
|
(4,755 |
) |
— |
|
(4,755 |
) |
|||
|
Income (loss) before taxes |
|
(6,574 |
) |
14,260 |
|
7,686 |
|
|||
|
Income tax provision |
|
330 |
|
4,753 |
|
5,083 |
|
|||
|
Income (loss) from continuing operations, net of income taxes |
|
(6,904 |
) |
9,507 |
|
2,061 |
|
|||
|
Loss from discontinued operations, net of income taxes |
|
(575 |
) |
— |
|
(575 |
) |
|||
|
Income (loss) available to common shares |
|
$ |
(7,479 |
) |
$ |
9,507 |
|
$ |
2,027 |
|
|
|
|
|
|
|
|
|
|
|||
|
Basic loss available to common shares per share: |
|
|
|
|
|
|
|
|||
|
From continuing operations, net of income taxes |
|
$ |
(0.30 |
) |
$ |
0.41 |
|
$ |
0.11 |
|
|
From discontinued operations, net of income taxes |
|
(0.02 |
) |
0.00 |
|
(0.02 |
) |
|||
|
|
|
$ |
(0.32 |
) |
$ |
0.41 |
|
$ |
0.09 |
|
|
|
|
|
|
|
|
|
|
|||
|
Diluted loss available to common shares per share: |
|
|
|
|
|
|
|
|||
|
From continuing operations, net of income taxes |
|
$ |
(0.30 |
) |
$ |
0.41 |
|
0.11 |
|
|
|
From discontinued operations, net of income taxes |
|
(0.02 |
) |
0.00 |
|
(0.02 |
) |
|||
|
|
|
$ |
(0.32 |
) |
$ |
0.41 |
|
0.09 |
|
|
|
|
|
|
|
|
|
|
|
|||
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|||
|
Basic |
|
23,002 |
|
23,002 |
|
23,002 |
|
|||
|
Diluted |
|
23,002 |
|
23,002 |
|
23,002 |
|
|||
Pro Forma Adjustments
The unaudited pro forma consolidated statement of operations for the three months ended March 31, 2010, is based on our unaudited financial statements for the three months ended March 31, 2010, and the adjustments and assumptions are described below.
(e) Removal of all revenue and expenses associated with the investment agreement
(f) Record the sales of the interests.
TOREADOR RESOURCES CORPORATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
|
|
|
Historical |
|
Pro Forma |
|
Pro Forma |
|
|||
|
Oil and natural gas sales |
|
$ |
19,236 |
|
$ |
— |
|
$ |
19,236 |
|
|
Operating costs and expenses: |
|
|
|
|
|
|
|
|||
|
Lease operating |
|
8,396 |
|
— |
|
8,396 |
|
|||
|
Exploration expense |
|
138 |
|
— |
|
138 |
|
|||
|
Depreciation, depletion and amortization |
|
5,763 |
|
— |
|
5,763 |
|
|||
|
General and administrative |
|
20,360 |
|
(744 |
)(g) |
19,616 |
|
|||
|
Gain on sales of assets |
|
(121 |
) |
(13,516 |
)(h) |
(13,637 |
) |
|||
|
Gain on oil and gas derivative contracts |
|
879 |
|
— |
|
879 |
|
|||
|
Total operating costs and expenses |
|
35,415 |
|
14,260 |
|
21,155 |
|
|||
|
Operating income (loss) |
|
(16,179 |
) |
(14,260 |
) |
(1,919 |
) |
|||
|
Other income (expense): |
|
|
|
|
|
|
|
|||
|
Foreign currency exchange gain |
|
169 |
|
— |
|
169 |
|
|||
|
Gain on early extinguishment of debt |
|
3,345 |
|
— |
|
3,345 |
|
|||
|
Interest and other income |
|
251 |
|
— |
|
251 |
|
|||
|
Interest expense, net of interest capitalized |
|
(3,368 |
) |
— |
|
(3,368 |
) |
|||
|
Total other income (expense) |
|
(397 |
) |
— |
|
(397 |
) |
|||
|
Income (loss) before taxes |
|
(15,782 |
) |
14,260 |
|
(1,522 |
) |
|||
|
Income tax provision (benefit) |
|
(450 |
) |
(4,753 |
) |
(4,303 |
) |
|||
|
Income (loss) from continuing operations, net of income taxes |
|
(15,332 |
) |
9,507 |
|
(5,825 |
) |
|||
|
Loss from discontinued operations, net of income taxes |
|
(10,080 |
) |
— |
|
(10,080 |
) |
|||
|
Income (loss) available to common shares |
|
$ |
(25,412 |
) |
$ |
9,507 |
|
$ |
(15,905 |
) |
|
|
|
|
|
|
|
|
|
|||
|
Basic loss available to common shares per share: |
|
|
|
|
|
|
|
|||
|
From continuing operations, net of income taxes |
|
$ |
(0.75 |
) |
$ |
0.46 |
|
$ |
(0.28 |
) |
|
From discontinued operations, net of income taxes |
|
(0.49 |
) |
0.00 |
|
(0.49 |
) |
|||
|
|
|
$ |
(1.24 |
) |
$ |
0.46 |
|
$ |
(0.77 |
) |
|
|
|
|
|
|
|
|
|
|||
|
Diluted loss available to common shares per share: |
|
|
|
|
|
|
|
|||
|
From continuing operations, net of income taxes |
|
$ |
(0.75 |
) |
$ |
0.46 |
|
$ |
(0.28 |
) |
|
From discontinued operations, net of income taxes |
|
(0.49 |
) |
0.00 |
|
(0.49 |
) |
|||
|
|
|
$ |
(1.24 |
) |
$ |
0.46 |
|
$ |
(0.77 |
) |
|
|
|
|
|
|
|
|
|
|||
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|||
|
Basic |
|
20,564 |
|
20,564 |
|
20,564 |
|
|||
|
Diluted |
|
20,564 |
|
20,564 |
|
20,564 |
|
|||
Pro Forma Adjustments
The unaudited pro forma consolidated statement of operations for the year ended December 31, 2009, is based on our audited financial statements for the year ended December 31, 2009, and the adjustments and assumptions are described below.
(g) Removal of all revenue and expenses associated with the investment agreement
(h) Record the sales of the interests.