##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  September 30, 2005
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 0-02517
 TOREADOR RESOURCES CORPORATION
  Delaware
    
    75-0991164(State or other jurisdiction of incorporation)
    
    (I.R.S. Employer Identification Number)
 4809 Cole Avenue, Suite 108
Dallas, Texas 75205
 Registrants telephone number, including area code: (214) 559-3933
 þ o
 o þ
 o þ




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TOREADOR RESOURCES CORPORATION
 TABLE OF CONTENTS
 PagePART I. FINANCIAL INFORMATIONItem 1. Financial Statements (unaudited)Consolidated Balance Sheet  September 30, 2005 and December 31, 2004
    
    
    1Consolidated Statement of Operations  for the three months ended September 30, 2005 and 2004
    
    
    2Consolidated Statement of Operations  for the nine months ended September 30, 2005 and 2004
    
    
    3Consolidated Statement of Cash Flows  for the nine months ended September 30, 2005 and 2004
    
    
    4Notes to Unaudited Consolidated Financial Statements
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    21Item 4. Controls and Procedures
    
    
    21PART II. OTHER INFORMATIONItem 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    22Item 6. Exhibits
    
    
    22SIGNATURES
    
    
    24Certification of Chief Executive Officer Pursuant to Section 302Certification of Chief Financial Officer Pursuant to Section 302Certification of Chief Accounting Officer Pursuant to Section 302Certification Pursuant to Section 906




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##### Table of Contents



TOREADOR RESOURCES CORPORATION
 
 CONSOLIDATED BALANCE SHEET  (in thousands, except share data)
 September 30,
    
    December 31,2005
    
    2004(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    108,395
    
    
    $
    4,977Accounts and notes receivable
    
    
    5,878
    
    
    
    3,230Income taxes receivable
    
    
    5,935
    
    
    
    Other
    
    
    3,201
    
    
    
    1,187Total current assets
    
    
    123,409
    
    
    
    9,394Oil and gas properties, net, using successful
efforts method of accounting
    
    
    118,855
    
    
    
    79,667Investments in unconsolidated entities
    
    
    2,175
    
    
    
    1,467Goodwill
    
    
    2,487
    
    
    
    2,487Other assets
    
    
    5,386
    
    
    
    1,659$
    252,312
    
    
    $
    94,674LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    13,203
    
    
    $
    6,634Current portion of long-term debt
    
    
    
    
    
    
    37Convertible
debenture  related party
    
    
    810
    
    
    
    Income taxes payable
    
    
    
    
    
    
    1,633Total current liabilities
    
    
    14,013
    
    
    
    8,304Long-term accrued liabilities
    
    
    872
    
    
    
    1,136Long-term debt
    
    
    4,833
    
    
    
    Long-term asset retirement obligation
    
    
    2,201
    
    
    
    2,331Deferred income tax liability
    
    
    12,680
    
    
    
    10,660Convertible senior notes
    
    
    86,250
    
    
    
    Convertible subordinated notes
    
    
    
    
    
    
    7,500Convertible
debenture  related party
    
    
    
    
    
    
    1,485Total liabilities
    
    
    120,849
    
    
    
    31,416Stockholders equity:Preferred stock, Series A-1, $1.00 par
value, 4,000,000 shares authorized;
liquidation preference of $1,800,000; 72,000
and 154,000 shares issued
    
    
    72
    
    
    
    154Common stock, $0.15625 par value,
30,000,000 shares authorized;16,122,614 and
11,724,146 shares issued
    
    
    2,519
    
    
    
    1,832Additional paid-in capital
    
    
    108,205
    
    
    
    37,523Retained earnings
    
    
    28,187
    
    
    
    24,323Deferred compensation
    
    
    (1,751
    )
    
    
    Accumulated other comprehensive income (loss)
    
    
    (3,235
    )
    
    
    1,960Treasury stock at cost, 721,027 shares
    
    
    (2,534
    )
    
    
    (2,534
    )Total stockholders equity
    
    
    131,463
    
    
    
    63,258$
    252,312
    
    
    $
    94,674
  1




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##### Table of Contents



TOREADOR RESOURCES CORPORATION
 
 CONSOLIDATED STATEMENT OF OPERATIONS  (in thousands, except share data)
 Three Months Ended September 30,2005
    
    2004Revenue:Oil and natural gas sales
    
    $
    8,770
    
    
    $
    6,351Loss on commodity derivatives
    
    
    
    
    
    
    (720
    )Total revenues
    
    
    8,770
    
    
    
    5,631Operating costs and expenses:Lease operating
    
    
    2,112
    
    
    
    1,603Exploration and acquisition
    
    
    1,108
    
    
    
    432Dry hole and abandonment
    
    
    1,506
    
    
    
    Depreciation, depletion and amortization
    
    
    1,014
    
    
    
    954General and administrative
    
    
    1,345
    
    
    
    1,081Total operating costs and expenses
    
    
    7,085
    
    
    
    4,070Operating income
    
    
    1,685
    
    
    
    1,561Other income (expense):Equity in earnings (loss) of unconsolidated investments
    
    
    (7
    )
    
    
    74Gain on sale of properties and other assets
    
    
    
    
    
    
    35Foreign currency exchange gain (loss)
    
    
    195
    
    
    
    (3
    )Interest and other income
    
    
    244
    
    
    
    87Interest expense
    
    
    (271
    )
    
    
    (313
    )Total other income (expense)
    
    
    161
    
    
    
    (120
    )Income before taxes
    
    
    1,846
    
    
    
    1,441Income tax provision (benefit)
    
    
    782
    
    
    
    (364
    )Income from continuing operations
    
    
    1,064
    
    
    
    1,805Income from discontinued operations, net of tax
    
    
    14
    
    
    
    81Net income
    
    
    1,078
    
    
    
    1,886Preferred dividends
    
    
    (41
    )
    
    
    (180
    )Income available to common shares
    
    $
    1,037
    
    
    $
    1,706Basic income per share
    
    $
    0.07
    
    
    $
    0.18Diluted income per share
    
    $
    0.07
    
    
    $
    0.15Weighted average shares outstanding:Basic
    
    
    14,679
    
    
    
    9,593Diluted
    
    
    15,593
    
    
    
    13,369
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TOREADOR RESOURCES CORPORATION
 
 CONSOLIDATED STATEMENT OF OPERATIONS  (in thousands, except share data)
 Nine Months Ended September 30,2005
    
    2004Revenue:Oil and natural gas sales
    
    $
    22,348
    
    
    $
    15,807Loss on commodity derivatives
    
    
    
    
    
    
    (1,180
    )Total revenues
    
    
    22,348
    
    
    
    14,627Operating costs and expenses:Lease operating
    
    
    6,372
    
    
    
    5,036Exploration and acquisition
    
    
    1,913
    
    
    
    984Dry hole and abandonment
    
    
    1,506
    
    
    
    Depreciation, depletion and amortization
    
    
    2,881
    
    
    
    2,568General and administrative
    
    
    5,104
    
    
    
    3,851Total operating costs and expenses
    
    
    17,776
    
    
    
    12,439Operating income
    
    
    4,572
    
    
    
    2,188Other income (expense):Equity in earnings of unconsolidated investments
    
    
    117
    
    
    
    21Gain on sale of properties and other assets
    
    
    12
    
    
    
    45Foreign currency exchange gain
    
    
    155
    
    
    
    4,811Interest and other income
    
    
    589
    
    
    
    265Interest expense
    
    
    (305
    )
    
    
    (1,373
    )Total other income
    
    
    568
    
    
    
    3,769Income before taxes
    
    
    5,140
    
    
    
    5,957Income tax provision (benefit)
    
    
    659
    
    
    
    (896
    )Income from continuing operations
    
    
    4,481
    
    
    
    6,853Income from discontinued operations, net of tax
    
    
    25
    
    
    
    18,354Net income
    
    
    4,506
    
    
    
    25,207Preferred dividends
    
    
    (644
    )
    
    
    (540
    )Income available to common shares
    
    $
    3,862
    
    
    $
    24,667Basic income per share
    
    $
    0.28
    
    
    $
    2.60Diluted income per share
    
    $
    0.27
    
    
    $
    2.04Weighted average shares outstanding:Basic
    
    
    13,891
    
    
    
    9,503Diluted
    
    
    14,857
    
    
    
    12,406
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TOREADOR RESOURCES CORPORATION
 
 CONSOLIDATED STATEMENT OF CASH FLOWS  (in thousands)
 Nine Months Ended September 30,2005
    
    2004Cash flows from operating activities:Net income
    
    $
    4,506
    
    
    $
    25,207Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    2,881
    
    
    
    2,938Dry hole and abandonment
    
    
    1,506
    
    
    
    Gain on sale of properties
    
    
    (12
    )
    
    
    (28,783
    )Unrealized losses on commodity derivatives
    
    
    
    
    
    
    (360
    )Equity in earnings of unconsolidated investments
    
    
    (117
    )
    
    
    (21
    )Stock based compensation
    
    
    223
    
    
    
    Realized gains on foreign currency transactions
    
    
    (206
    )
    
    
    (4,811
    )(Increase) decrease in accounts and notes receivables
    
    
    (2,925
    )
    
    
    645(Increase) decrease in other assets
    
    
    (2,668
    )
    
    
    568Increase in accounts payable and accrued liabilities
    
    
    7,183
    
    
    
    371Increase (decrease) in income taxes payable
    
    
    (7,568
    )
    
    
    3,169Deferred income taxes
    
    
    4,874
    
    
    
    778Net cash provided by (used in) operating activities
    
    
    7,677
    
    
    
    (299
    )Cash flows from investing activities:Expenditures for property and equipment
    
    
    (49,795
    )
    
    
    (12,434
    )Proceeds from the sale of properties and equipment
    
    
    
    
    
    
    41,957Investments in unconsolidated subsidiaries
    
    
    (590
    )
    
    
    (834
    )Net cash provided by (used in) investing activities
    
    
    (50,385
    )
    
    
    28,689Cash flows from financing activities:Borrowings from long-term debt
    
    
    6,796
    
    
    
    Payment for debt issuance costs
    
    
    (3,897
    )
    
    
    (1,195
    )Repayments of long-term debt
    
    
    (2,000
    )
    
    
    (28,816
    )Proceeds from issuance of common stock, net
    
    
    58,646
    
    
    
    1,348Proceeds from issuance of convertible subordinated notes
    
    
    
    
    
    
    7,500Proceeds from convertible senior notes
    
    
    86,250
    
    
    
    Payment of preferred dividends
    
    
    (144
    )
    
    
    (540
    )Net cash provided by (used in) financing activities
    
    
    145,651
    
    
    
    (21,703
    )Net increase in cash and cash equivalents
    
    
    102,943
    
    
    
    6,687Effects of foreign currency translation on cash and cash
equivalents
    
    
    475
    
    
    
    (1,902
    )Cash and cash equivalents, beginning of period
    
    
    4,977
    
    
    
    2,819Cash and cash equivalents, end of period
    
    $
    108,395
    
    
    $
    7,604
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TOREADOR RESOURCES CORPORATION
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1  BASIS OF PRESENTATION
   .
  NOTE 2  ACQUISITION
  Value AllocatedCash and other current assets
    
    $
    274Plant, property and equipment  materials and supplies inventory
    
    
    3,128Non-producing lease cost
    
    
    5,945Other assets
    
    
    413Accounts payable
    
    
    (760
    )Total purchase price allocation
    
    $
    9,000
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NOTE 3  COMPREHENSIVE INCOME
  Three Months Ended September 30,
    
    Nine Months Ended September 30,2005
    
    2004
    
    2005
    
    2004Net income available to common shares
    
    $
    1,037
    
    
    $
    1,706
    
    
    $
    3,862
    
    
    $
    24,667Foreign currency translation adjustment
    
    
    (12
    )
    
    
    76
    
    
    
    (5,195
    )
    
    
    (4,643
    )Other
    
    
    
    
    
    
    (16
    )
    
    
    
    
    
    
    (20
    )Comprehensive income (loss)
    
    $
    1,025
    
    
    $
    1,766
    
    
    $
    (1,333
    )
    
    $
    20,004
 NOTE 4  DISCONTINUED OPERATIONS
   Nine Months Ended September 30.2005
    
    2004Revenues:Oil and natural gas sales (revenue
applicable to periods prior to the
effective date of January 1, 2004)
    
    $
    25
    
    
    $
    104Total revenues
    
    
    25
    
    
    
    104Costs and expenses:Lease operating
    
    
    
    
    
    
    (14
    )General and administrative
    
    
    
    
    
    
    18Interest
    
    
    
    
    
    
    305Total costs and expenses
    
    
    
    
    
    
    309Gain on sale of properties
    
    
    
    
    
    
    28,736Income before taxes
    
    
    25
    
    
    
    28,531Income tax provision
    
    
    
    
    
    
    10,177Income from discontinued operations
    
    $
    25
    
    
    $
    18,354
 NOTE 5  ASSET RETIREMENT OBLIGATIONS
  2005
    
    2004Asset retirement obligation January 1
    
    $
    2,331
    
    
    $
    1,781Accretion expense
    
    
    104
    
    
    
    79Less: plugging cost
    
    
    
    
    
    
    (4
    )Less: property sold
    
    
    
    
    
    
    (2
    )Foreign currency translation adjustment
    
    
    (234
    )
    
    
    Asset retirement obligation at September 30
    
    $
    2,201
    
    
    $
    1,854
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NOTE 6  STOCK BASED COMPENSATION
   Three Months Ended September 30,
    
    Nine Months Ended September 30,2005
    
    2004
    
    2005
    
    2004Income available to common shares, as reported
    
    $
    1,037
    
    
    $
    1,706
    
    
    $
    3,862
    
    
    $
    24,667Basic earnings per share a reported
    
    
    0.07
    
    
    
    0.18
    
    
    
    0.28
    
    
    
    2.60Diluted earnings per share reported
    
    
    0.07
    
    
    
    0.15
    
    
    
    0.27
    
    
    
    2.04Pro-forma stock-based compensation costs
under the fair value method, net of related tax
    
    
    7
    
    
    
    35
    
    
    
    49
    
    
    
    795Pro-forma income applicable to common shares,
under the fair-value method
    
    
    1,030
    
    
    
    1,671
    
    
    
    3,813
    
    
    
    23,872Pro-forma basic earnings per share under the
fair-value method
    
    
    0.07
    
    
    
    0.17
    
    
    
    0.27
    
    
    
    2.51Pro-forma diluted earnings per share under
the fair-value method
    
    
    0.07
    
    
    
    0.15
    
    
    
    0.26
    
    
    
    1.98
  NOTE 7  GEOGRAPHIC OPERATING SEGMENT INFORMATION
  7




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Three Months Ended September 30, 2005UnitedStates
    
    France
    
    Turkey
    
    Romania
    
    Hungary
    
    TotalRevenues
    
    $
    1,979
    
    
    $
    5,962
    
    
    $
    829
    
    
    $
    
    
    
    $
    
    
    
    $
    8,770Costs and expenses
    
    
    2,366
    
    
    
    2,293
    
    
    
    2,183
    
    
    
    70
    
    
    
    173
    
    
    
    7,085Operating income
(loss)
    
    $
    (387
    )
    
    $
    3,669
    
    
    $
    (1,354
    )
    
    $
    (70
    )
    
    $
    (173
    )
    
    $
    1,685
 Three Months Ended September 30, 2004UnitedStates
    
    France
    
    Turkey
    
    Romania
    
    Hungary
    
    TotalRevenues
    
    $
    812
    
    
    $
    4,147
    
    
    $
    672
    
    
    $
    
    
    
    $
    
    
    
    $
    5,631Costs and expenses
    
    
    1,845
    
    
    
    1,672
    
    
    
    553
    
    
    
    
    
    
    
    
    
    
    
    4,070Operating income
(loss)
    
    $
    (1,033
    )
    
    $
    2,475
    
    
    $
    119
    
    
    $
    
    
    
    $
    
    
    
    $
    1,561
 Nine Months Ended September 30, 2005UnitedStates
    
    France
    
    Turkey
    
    Romania
    
    Hungary
    
    TotalRevenues
    
    $
    5,244
    
    
    $
    14,998
    
    
    $
    2,106
    
    
    $
    
    
    
    $
    
    
    
    $
    22,348Costs and expenses
    
    
    7,434
    
    
    
    6,735
    
    
    
    3,348
    
    
    
    86
    
    
    
    173
    
    
    
    17,776Operating income (loss)
    
    $
    (2,190
    )
    
    $
    8,263
    
    
    $
    (1,242
    )
    
    $
    (86
    )
    
    $
    (173
    )
    
    $
    4,572
 Nine Months Ended September 30, 2004UnitedStates
    
    France
    
    Turkey
    
    Romania
    
    Hungary
    
    TotalRevenues
    
    $
    3,224
    
    
    $
    9,746
    
    
    $
    1,657
    
    
    $
    
    
    
    $
    
    
    
    $
    14,627Costs and expenses
    
    
    5,826
    
    
    
    5,015
    
    
    
    1,598
    
    
    
    
    
    
    
    
    
    
    
    12,439Operating income (loss)
    
    $
    (2,602
    )
    
    $
    4,731
    
    
    $
    59
    
    
    $
    
    
    
    $
    
    
    
    $
    2,188
 Total Assets (1)UnitedStates
    
    France
    
    Turkey
    
    Romania
    
    Hungary
    
    TotalSeptember 30, 2005
    
    $
    128,443
    
    
    $
    61,497
    
    
    $
    49,427
    
    
    $
    3,709
    
    
    $
    9,236
    
    
    $
    252,312September 30, 2004
    
    $
    22,741
    
    
    $
    49,530
    
    
    $
    20,462
    
    
    $
    
    
    
    $
    
    
    
    $
    92,733
 
 (1)
    
    Each segments assets reflect the effect of intersegment eliminations. NOTE 8  LONG-TERM DEBT
 Convertible Senior Notes due October 1, 2025
  8




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Revolving Line of Credit with Natexis Banques Populaires
  Revolving Line of Credit with Texas Capital Bank, N.A.
  Convertible Subordinated Notes
  9




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Convertible Debenture
  Interest Payments
  NOTE 9  EARNINGS PER COMMON SHARE
  Three Months Ended September 30,
    
    Nine Months Ended September 30,2005
    
    2004
    
    2005
    
    2004(in thousands, except per share data)Basic earnings per share:Numerator:Income from continuing operations, net of tax
    
    $
    1,064
    
    
    $
    1,805
    
    
    $
    4,481
    
    
    $
    6,853Income from discontinued operations, net of tax
    
    
    14
    
    
    
    81
    
    
    
    25
    
    
    
    18,354Net income
    
    
    1,078
    
    
    
    1,886
    
    
    
    4,506
    
    
    
    25,207Less: dividends on preferred shares
    
    
    41
    
    
    
    180
    
    
    
    644
    
    
    
    540Net income available to common shares
    
    $
    1,037
    
    
    $
    1,706
    
    
    $
    3,862
    
    
    $
    24,667Denominator:Common shares outstanding
    
    
    14,679
    
    
    
    9,593
    
    
    
    13,891
    
    
    
    9,503Basic earnings per share from:Continuing operations
    
    $
    0.07
    
    
    $
    0.17
    
    
    $
    0.28
    
    
    $
    0.67Discontinued operations
    
    
    
    
    
    
    0.01
    
    
    
    
    
    
    
    1.93Income per share available to common shares
    
    $
    0.07
    
    
    $
    0.18
    
    
    $
    0.28
    
    
    $
    2.60Diluted earnings per share:Numerator:Income from continuing operations, net of tax
    
    $
    1,064
    
    
    $
    1,805
    
    
    $
    4,481
    
    
    $
    6,853
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Three Months Ended September 30,
    
    Nine Months Ended September 30,2005
    
    2004
    
    2005
    
    2004(in thousands, except per share data)Income from discontinued operations, net of tax
    
    
    14
    
    
    
    81
    
    
    
    25
    
    
    
    18,354Net income
    
    
    1,078
    
    
    
    1,886
    
    
    
    4,506
    
    
    
    25,207Plus: interest on convertible debt
    
    
    38
    
    
    
    96
    
    
    
    146
    
    
    
    151Less: dividends on preferred shares
    
    
    N/A
    (1)
    
    
    N/A
    (1)
    
    
    644
    
    
    
    N/A
    (1)Income available to common shares
    
    $
    1,116
    
    
    $
    1,982
    
    
    $
    4,008
    
    
    $
    25,358Denominator:Common shares outstanding
    
    
    14,679
    
    
    
    9,593
    
    
    
    13,891
    
    
    
    9,503Common stock options and warrants
    
    
    751
    
    
    
    750
    
    
    
    709
    
    
    
    346Conversion of preferred shares
    
    
    
    (2)
    
    
    2,000
    
    
    
    
    (2)
    
    
    2,000Conversion of notes payable
    
    
    
    (3)
    
    
    706
    
    
    
    57
    
    
    
    237Conversion of debenture
    
    
    163
    
    
    
    320
    
    
    
    200
    
    
    
    320Diluted shares outstanding
    
    
    15,593
    
    
    
    13,369
    
    
    
    14,857
    
    
    
    12,406Diluted earnings per share from:Continuing operations
    
    $
    0.07
    
    
    $
    0.14
    
    
    $
    0.27
    
    
    $
    0.56Discontinued operations
    
    
    
    
    
    
    0.01
    
    
    
    
    
    
    
    1.48Income per share available to common shares
    
    $
    0.07
    
    
    $
    0.15
    
    
    $
    0.27
    
    
    $
    2.04
 
 (1)
    
    We assumed that preferred shares and the debenture were converted into common shares; there would have been no preferred dividends or interest, net of tax, paid.(2)
    
    Preferred shares were anti-dilutive for the three and nine months ended September 30, 2005.(3)
    
    The 7.5% Notes were converted into common stock in January 2005. NOTE 10  INCOME TAXES
  NOTE 11  COMMON STOCK
    Balance at December 31, 2004
    
    
    11,724,146Shares issued pursuant to:Stock option exercises
    
    
    490,750Warrant exercises
    
    
    13,820Common stock issued in payment of preferred dividends
    
    
    20,164Conversion of Series A-1 Preferred Stock
    
    
    512,500Conversion of 7.85% Convertible Debentures
    
    
    914,634Conversion of Convertible Debenture  Related Party
    
    
    100,000Issuance of restricted stock
    
    
    102,650Issuance of common stock pursuant to equity offerings
    
    
    2,243,950Balance at September 30, 2005
    
    
    16,122,614
 11




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##### Table of Contents



ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 DISCLOSURES
REGARDING FORWARD-LOOKING STATEMENTS
  EXECUTIVE OVERVIEW
    
    
    Successful closing in September of an equity offering and a convertible debt offering,
resulting in net proceeds of approximately $106.8 million
    
    Acquisition of 100% of Pogo Hungary Ltd. for $9 million
    
    Successful completion of four re-entry wells in Romania,
including the Fauresti  164.
    
    Started construction of the onshore pipeline in Turkey tying the future South Akcakoca
sub-basin processing facility to the national grid
    
    Operating income of $4.6 million, compared with $2.2 million for the nine months ended
September 30, 2004
    
    Production of 462 MBOE
    
    Cash flows from operating activities of $7.7 million
 
 12




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
  Liquidity
      Senior Debt
  13




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##### Table of Contents



Preferred Stock
  Convertible Debentures/Notes
  Dividend and Interest Requirements
    Contractual Obligations
  14




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##### Table of Contents



CRITICAL ACCOUNTING POLICIES
 Oil and natural gas properties
   Oil and natural gas reserves
  15




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##### Table of Contents



Foreign currency
  NEW ACCOUNTING PRONOUNCEMENTS
  .
 16




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##### Table of Contents



RESULTS OF OPERATIONS
 COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
  For the Three Months Ended September 30,2005
    
    2004
    
    
    
    2005
    
    2004Production
    
    
    
    
    
    
    
    
    
    Average PriceOil (MBbls):
    
    
    
    
    
    
    
    
    
    Oil ($/Bbl):United States
    
    
    15
    
    
    
    16
    
    
    United States
    
    $
    58.18
    
    
    $
    42.42France
    
    
    105
    
    
    
    108
    
    
    France
    
    
    57.00
    
    
    
    38.32Turkey
    
    
    16
    
    
    
    20
    
    
    Turkey
    
    
    51.04
    
    
    
    34.37Total
    
    
    136
    
    
    
    144
    
    
    Total
    
    $
    56.42
    
    
    $
    38.24Gas (MMcf):
    
    
    
    
    
    
    
    
    
    Gas ($/Mcf):United States
    
    
    135
    
    
    
    154
    
    
    United States
    
    $
    8.20
    
    
    $
    5.24France
    
    
    
    
    
    
    
    
    
    France
    
    
    
    
    
    
    Turkey
    
    
    
    
    
    
    
    
    
    Turkey
    
    
    
    
    
    
    Total
    
    
    135
    
    
    
    154
    
    
    Total
    
    $
    8.20
    
    
    $
    5.24MBOE:
    
    
    
    
    
    
    
    
    
    $/BOE:United States
    
    
    38
    
    
    
    41
    
    
    United States
    
    $
    52.81
    
    
    $
    35.65France
    
    
    105
    
    
    
    108
    
    
    France
    
    
    57.00
    
    
    
    38.32Turkey
    
    
    16
    
    
    
    20
    
    
    Turkey
    
    
    51.04
    
    
    
    34.37Total
    
    
    159
    
    
    
    169
    
    
    Total
    
    $
    55.39
    
    
    $
    37.21
 Revenue
 Oil and natural gas sales
   Costs and expenses
 Lease operating
  17




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##### Table of Contents



Exploration and acquisition.
  Dry hole and abandonment
  Depreciation, depletion and amortization
  General and administrative
  Other income and expense
  Income available to common shares
  Other comprehensive income
   18




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COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
  For the Nine months Ended September 30,2005
    
    2004
    
    
    
    2005
    
    2004Production
    
    
    
    
    
    
    
    
    
    Average PriceOil (MBbls):
    
    
    
    
    
    
    
    
    
    Oil ($/Bbl):United States
    
    
    45
    
    
    
    53
    
    
    United States
    
    $
    51.32
    
    
    $
    35.99France
    
    
    301
    
    
    
    291
    
    
    France
    
    
    49.88
    
    
    
    33.55Turkey
    
    
    49
    
    
    
    55
    
    
    Turkey
    
    
    43.06
    
    
    
    30.03Total
    
    
    395
    
    
    
    399
    
    
    Total
    
    $
    49.20
    
    
    $
    33.44Gas (MMcf):
    
    
    
    
    
    
    
    
    
    Gas ($/Mcf):United States
    
    
    396
    
    
    
    421
    
    
    United States
    
    $
    7.04
    
    
    $
    5.58France
    
    
    
    
    
    
    
    
    
    France
    
    
    
    
    
    
    Turkey
    
    
    
    
    
    
    
    
    
    Turkey
    
    
    
    
    
    
    Total
    
    
    396
    
    
    
    421
    
    
    Total
    
    $
    7.04
    
    
    $
    5.58MBOE:
    
    
    
    
    
    
    
    
    
    $/BOE:United States
    
    
    112
    
    
    
    124
    
    
    United States
    
    $
    45.97
    
    
    $
    34.56France
    
    
    301
    
    
    
    291
    
    
    France
    
    
    49.88
    
    
    
    33.55Turkey
    
    
    49
    
    
    
    55
    
    
    Turkey
    
    
    43.06
    
    
    
    30.03Total
    
    
    462
    
    
    
    470
    
    
    Total
    
    $
    48.21
    
    
    $
    33.40
 Revenue
 Oil and natural gas sales
   Costs and expenses
 Lease operating
  Exploration and acquisition.
 19




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##### Table of Contents



Dry hole and abandonment
  Depreciation, depletion and amortization
  General and administrative
  Other income and expense
  Discontinued operations
  Nine months Ended September 30.2005
    
    2004Revenues:Oil and natural gas sales
(revenue applicable to periods
prior to the effective date of
January 1, 2004)
    
    $
    25
    
    
    $
    104Total revenues
    
    
    25
    
    
    
    104Costs and expenses:Lease operating
    
    
    
    
    
    
    (14
    )General and administrative
    
    
    
    
    
    
    18Interest
    
    
    
    
    
    
    305Total costs and expenses
    
    
    
    
    
    
    309Gain on sale of properties
    
    
    
    
    
    
    28,736Income before taxes
    
    
    
    
    
    
    28,531Income tax provision
    
    
    
    
    
    
    10,177Income from discontinued operations
    
    $
    25
    
    
    $
    18,354
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##### Table of Contents



Income available to common shares
  Other comprehensive income
   
 ITEM 3  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
  
 ITEM 4  CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  21




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##### Table of Contents



Changes in Internal Control over Financial Reporting
   
 PART II. OTHER INFORMATION
 
 ITEM 2  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
  22




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##### Table of Contents



ITEM 6  EXHIBITS
 ExhibitNumber
    
    Description
    
    Incorporation by Reference2.1
    
    Quota Purchase
Agreement between Pogo
Overseas Production BV,
as Seller, and Toreador
Resources Corporation,
as Purchaser, dated as
of June 7, 2005
    
    Incorporated by
reference from current
report on Form 8-K
(Exhibit 2.1) filed on
June 13, 2005.4.1
    
    Registration Rights
Agreement dated
September 27, 2005 by
and between Toreador
Resources Corporation
and UBS Securities LLC
and the other Initial
Purchasers named in the
Purchase Agreement.
    
    Incorporated by
reference from Form S-3
(File No. 333-___)
(Exhibit 4.18) filed on
November 10, 2005.4.2
    
    Indenture dated as of
September 27, 2005 by
and between Toreador
Resources Corporation
and The Bank of New
York Trust Company,
N.A.
    
    Incorporated by
reference from Form S-3
(File No. 333-___)
(Exhibit 4.19) filed on
November 10, 2005.10.1
    
    Warrant to Purchase
Common Stock of
Toreador Resources
Corporation dated July
11, 2005 by and between
Toreador Resources
Corporation and Natexis
Banques Populaires.
    
    Incorporated by
reference from current
report on Form 8-K
(Exhibit 10.1) filed on
July 13, 2005.10.2
    
    Form of Subscription
Agreement for September
16, 2005 private
placement
    
    Incorporated by
reference from current
report on Form 8-K
(Exhibit 10.1) filed on
September 22, 2005.10.3
    
    Purchase Agreement
dated September 22,
2005 by and among
Toreador Resources
Corporation, UBS
Securities LLC and the
other Initial
Purchasers named in
Schedule A thereto
    
    Incorporated by
reference from Form S-3
(File No. 333-___)
(Exhibit 10.2) filed on
November 10, 2005.31.1
    
    Certification of Chief
Executive Officer
pursuant to 18 U.S.C.
Section 1350, as
adopted pursuant to
Section 302 of the
Sarbanes-Oxley Act of
2002
    
    Filed Herewith31.2
    
    Certification of Chief
Financial Officer
pursuant to 18 U.S.C.
Section 1350, as
adopted pursuant to
Section 302 of the
Sarbanes-Oxley Act of
2002
    
    Filed Herewith31.3
    
    Certification of Chief
Accounting Officer
pursuant to 18 U.S.C.
Section 1350, as
adopted pursuant to
Section 302 of the
Sarbanes-Oxley Act of
2002
    
    Filed Herewith32.1
    
    Certification of Chief
Executive Officer,
Chief Financial Officer
and Chief Accounting
Officer pursuant to 18
U.S.C. Section 1350, as
adopted pursuant to
Section 906 of the
Sarbanes-Oxley Act of
2002
    
    Filed Herewith
 23




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TOREADOR RESOURCES CORPORATION,RegistrantNovember 10, 2005
    /s/ G. Thomas Graves IIIG. Thomas Graves IIIPresident and Chief Executive Officer November 10, 2005
    /s/ Douglas W. WeirDouglas W. WeirSenior Vice President and Chief Financial Officer November 10, 2005
    /s/ Charles J. CampiseCharles J. CampiseVice President  Accounting and Chief AccountingOfficer 24