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 March 31, 2001
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or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period ended
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Commission file number: 0-10990
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CASTLE ENERGY CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 76-0035225
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
One Radnor Corporate Center, Suite 250, 100 Matsonford Road,
Radnor, Pennsylvania 19087
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (610) 995-9400
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(Former Name, Former Address and Former Fiscal Year,
if Changed Since Last Report)
Indicate by check X 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: 6,632,884 shares of
Common Stock, $.50 par value outstanding as of May 7, 2001.
CASTLE ENERGY CORPORATION
INDEX
Page #
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Part I. Financial Information
----------------------
Item 1. Financial Statements:
Consolidated Balance Sheets - March 31, 2001 (Unaudited) and September
30, 2000...................................................................................... 1
Consolidated Statements of Operations - Three Months Ended March 31,
2001 and 2000 (Unaudited)..................................................................... 2
Consolidated Statements of Operations - Six Months Ended March 31, 2001
and 2000 (Unaudited).......................................................................... 3
Consolidated Statements of Cash Flows - Six Months Ended March 31, 2001
and 2000 (Unaudited).......................................................................... 4
Consolidated Statements of Stockholders' Equity and Other Comprehensive
Income - Year Ended September 30, 2000 and Six Months Ended March 31,
2001 (Unaudited).............................................................................. 5
Notes to the Consolidated Financial Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations............................................................................. 11
Item 3. Qualitative and Quantitative Disclosures About Market Risk 15
Part II. Other Information
------------------
Item 1. Legal Proceedings............................................................................. 15
Item 6. Exhibits and Reports on Form 8-K.............................................................. 15
Signature .................................................................................................. 16
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CASTLE ENERGY CORPORATION
CONSOLIDATED BALANCE SHEETS
("000's" Omitted Except Share Amounts)
March 31, September 30,
2001 2000
------------------------------
ASSETS (Unaudited)
Current assets:
Cash and cash equivalents..................................................... $ 12,624 $ 11,525
Restricted cash............................................................... 2,167 1,742
Accounts receivable........................................................... 3,862 3,758
Marketable securities......................................................... 5,493 10,985
Prepaid expenses and other current assets..................................... 229 251
Estimated realizable value of discontinued net refining assets................ 800 800
Deferred income taxes......................................................... 854 2,256
-------- -------
Total current assets........................................................ 26,029 31,317
Property, plant and equipment, net:
Natural gas transmission...................................................... 53 55
Furniture, fixtures and equipment............................................. 222 258
Oil and gas properties, net (full cost method):...............................
Proved properties..................................................... 29,401 29,218
Unproved properties not being amortized............................... 2,006 1,447
Investment in Networked Energy LLC................................................ 467 500
Note receivable - Penn Octane Corporation......................................... 500 500
-------- -------
Total assets.......................................................... $ 58,678 $63,295
======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Dividend payable.............................................................. $ 331 $ 333
Accounts payable.............................................................. 2,176 2,433
Accrued expenses.............................................................. 139 265
Accrued taxes on appreciation of marketable securities........................ 621 2,628
Stock subscription payable.................................................... 150
Net refining liabilities retained............................................. 3,204 3,204
-------- -------
Total current liabilities................................................... 6,471 9,013
Long-term liabilities............................................................. 7 6
-------- -------
Total liabilities..................................................... 6,478 9,019
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Commitments and contingencies.....................................................
Stockholders' equity:
Series B participating preferred stock; par value - $1.00; 10,000,000 shares
authorized; no shares issued
Common stock; par value - $0.50; 25,000,000 shares authorized;
11,503,904 shares issued at March 31, 2001 and September 30, 2000........... 5,752 5,752
Additional paid-in capital.................................................... 67,365 67,365
Accumulated other comprehensive income - unrealized gains on
marketable securities, net of taxes......................................... 1,186 4,671
Retained earnings............................................................. 44,403 42,422
-------- -------
118,706 120,210
Treasury stock at cost - 4,871,020 shares at March 31, 2001 and
4,791,020 shares at September 30, 2000.................................... (66,506) (65,934)
-------- -------
Total stockholders' equity.................................................. 52,220 54,276
--------- --------
Total liabilities and stockholders' equity.................................. $ 58,678 $63,295
======== =======
The accompanying notes are an integral part of these financial statements.
-1-
CASTLE ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
("000's" Omitted Except Share Amounts)
(Unaudited)
Three Months Ended March 31,
---------------------------------
2001 2000
---- ----
Revenues:
Oil and gas sales.................................................... $ 6,316 $ 3,318
---------- ----------
Expenses:
Oil and gas production............................................... 1,998 1,451
General and administrative........................................... 1,416 1,313
Depreciation, depletion and amortization............................. 728 941
---------- ----------
4,142 3,705
---------- ----------
Operating income (loss).................................................. 2,174 (387)
---------- ----------
Other income:
Interest income...................................................... 232 195
Other income (expense)............................................... 2 (90)
Equity in loss of Networked Energy LLC............................... (17)
---------- ----------
217 105
---------- ----------
Income (loss) before provision for income taxes.......................... 2,391 (282)
---------- ----------
Provision for (recovery of) income taxes:
State................................................................ 24
Federal.............................................................. 836 (5)
---------- ----------
860 (5)
---------- ----------
Net income (loss) ....................................................... $ 1,531 ($ 277)
========== ==========
Net income (loss) per share:
Basic................................................................ $ .23 ($ .04)
========== ==========
Diluted.............................................................. $ .22 ($ .04)
========== ==========
Weighted average number of common and potential dilutive common shares
outstanding:
Basic................................................................. 6,634,204 7,012,887
========== ==========
Diluted............................................................... 6,814,491 7,012,887
========== ==========
The accompanying notes are an integral part of these financial statements.
-2-
CASTLE ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
("000's" Omitted Except Share Amounts)
(Unaudited)
Six Months Ended March 31,
-----------------------------------
2001 2000
---- ----
Revenues:
Oil and gas sales.................................................. $ 11,710 $ 7,403
---------- ----------
Expenses:
Oil and gas production............................................. 3,402 2,826
General and administrative......................................... 3,174 2,719
Depreciation, depletion and amortization........................... 1,427 2,213
---------- ----------
8,003 7,758
---------- ----------
Operating income (loss)................................................ 3,707 (355)
---------- ----------
Other income:
Interest income.................................................... 444 394
Other income (expense)............................................. 8 (57)
Equity in loss of Networked Energy LLC............................. (33)
---------- ----------
419 337
---------- ----------
Income (loss) before provision for income taxes........................ 4,126 (18)
---------- ----------
Provision for income taxes:
State.............................................................. 41
Federal............................................................ 1,444
---------- ----------
1,485
---------- ----------
Net income (loss)...................................................... $ 2,641 ($ 18)
========== ==========
Net income (loss) per share:
Basic.............................................................. $ .40 ($ .00)
========== ==========
Diluted............................................................ $ .39 ($ .00)
========== ==========
Weighted average number of common and potential dilutive common shares
outstanding:
Basic.............................................................. 6,654,524 7,070,433
========== ==========
Diluted............................................................ 6,855,192 7,070,433
========== ==========
The accompanying notes are an integral part of these financial statements.
-3-
CASTLE ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
("000's" Omitted)
(Unaudited)
Six Months Ended March 31,
-------------------------------
2001 2000
---- ----
Net cash flow provided by operating activities........................... $ 4,466 $ 1,359
------- -------
Cash flows from investing activities:
Investment in furniture, fixtures and equipment................... (27) (45)
Investment in oil and gas properties.............................. (2,104) (7,516)
Investment in note receivable - Penn Octane Corporation........... (500)
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Net cash (used in) investing activities................. (2,131) (8,061)
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Cash flows from financing activities:
Dividends paid to stockholders.................................... (664) (718)
Acquisition of treasury stock..................................... (572) (3,551)
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Net cash (used in) financing activities (1,236) (4,269)
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Net increase (decrease) in cash and cash equivalents..................... 1,099 (10,971)
Cash and cash equivalents - beginning of period.......................... 11,525 22,252
------- -------
Cash and cash equivalents - end of period................................ $12,624 $11,281
======= =======
The accompanying notes are an integral part of these financial statements.
-4-
CASTLE ENERGY CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND
OTHER COMPREHENSIVE INCOME
("000's" Omitted Except Share Amounts)
Year Ended September 30, 2000 and Six Months Ended March 31, 2001 (Unaudited)
-------------------------------------------------------------------------------
Accumulated
Common Stock Additional Other
------------------- Paid-In Comprehensive Comprehensive Retained
Shares Amount Capital Income Income Earnings
------ ------ ------------- --------------- --------------- ---------
Balance - October 1, 1999................ 6,828,646 3,414 67,365 2,396 41,054
Stock split retroactively applied 4,675,258 2,338 (2,338)
---------- ------ ------- ----- -------
Balance-September 30, 1999 - restated.... 11,503,904 5,752 67,365 2,396 38,716
Stock acquired...........................
Dividends declared ($.20 per share)...... (1,363)
Comprehensive income....................
Net income............................ $5,069 5,069
Other comprehensive income:
Unrealized gain on marketable
securities, net of tax............ 2,275 2,275
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$ 7,344
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Balance - September 30, 2000............ 11,503,904 5,752 67,365 4,671 42,422
Stock acquired..........................
Dividends declared ($.10 per share)..... (660)
Comprehensive income (loss):
Net income............................ $2,641 2,641
Other comprehensive income:
Unrealized (loss) on marketable
securities, net of tax........... (3,485) (3,485)
------ -----
($ 844)
---------- ------ ------- ======= ----- -------
Balance - March 31, 2001................. 11,503,904 $5,752 $67,365 $1,186 $44,403
========== ====== ======= ====== =======
(RESTUBBED TABLE)
Year Ended September 30, 2000 and
Six Months Ended March 31, 2001
(Unaudited)
----------------------------------------
Treasury Stock
---------------------
Shares Amount Total
------ ------ ---------
Balance - October 1, 1999................ 4,282,217 (60,726) 53,503
Stock split retroactively applied
--------- ------- -------
Balance-September 30, 1999 - restated.... 4,282,217 (60,726) 53,503
Stock acquired........................... 508,803 (5,208) (5,208)
Dividends declared ($.20 per share)...... (1,363)
Comprehensive income....................
Net income............................ 5,069
Other comprehensive income:
Unrealized gain on marketable
securities, net of tax............ 2,275
--------- ------- -------
Balance - September 30, 2000............ 4,791,020 (65,934) 54,276
Stock acquired.......................... 80,000 (572) (572)
Dividends declared ($.10 per share)..... (660)
Comprehensive income (loss):
Net income............................ 2,641
Other comprehensive income:
Unrealized (loss) on marketable
securities, net of tax........... (3,485)
--------- ------- -------
Balance - March 31, 2001................. 4,871,020 ($66,506) $52,200
========= ======= =======
The accompanying notes are an integral part of these financial statements.
-5-
Castle Energy Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts)
(Unaudited)
Note 1 - Basis of Preparation
- -----------------------------
The unaudited consolidated financial statements of Castle Energy
Corporation (the "Company") included herein have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission. Certain
reclassifications have been made to make the periods presented comparable.
Although certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, the Company believes that the disclosures included herein are
adequate to make the information presented not misleading. Operating results for
the three-month and six-month periods ended March 31, 2001 are not necessarily
indicative of the results that may be expected for the fiscal year ending
September 30, 2001 or subsequent fiscal periods. These unaudited consolidated
financial statements should be read in conjunction with the financial statements
and the notes thereto included in the Company's Annual Report on Form 10-K for
the fiscal year ended September 30, 2000.
In the opinion of the Company, the unaudited consolidated financial
statements contain all adjustments necessary for a fair statement of the results
of operations for the three-month and six month periods ended March 31, 2001 and
2000 and for a fair statement of financial position at March 31, 2001.
Note 2 - September 30, 2000 Balance Sheet
- -----------------------------------------
The amounts presented in the balance sheet as of September 30, 2000
were derived from the Company's audited consolidated financial statements which
were included in its Annual Report on Form 10-K for the fiscal year ended
September 30, 2000.
Note 3 - Discontinued Operations
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From August 1989 to September 30, 1995, several of the Company's
subsidiaries conducted refining operations. By December 12, 1995, the Company's
refining subsidiaries had sold all of their refining assets and the purchasers
had assumed all related liabilities, including contingent environmental
liabilities. In addition, in 1996, Powerine Oil Company ("Powerine"), one of the
Company's former refining subsidiaries, merged into a subsidiary of the
purchaser of the refining assets sold by Powerine and is no longer a subsidiary
of the Company. The Company's remaining refining subsidiaries own no refining
assets, have been inactive for over five years, and are inactive and in the
process of liquidation. As a result, the Company has accounted for its refining
operations as discontinued operations. Such discontinued refining operations
have not impacted the Company's operations since September 30, 1995, although
they may impact the Company's future operations.
Note 4 - Contingencies/Litigation
- ---------------------------------
Contingent Environmental Liabilities
In December 1995, Indian Refining Limited Partnership ("IRLP"), an
inactive subsidiary of the Company, sold its refinery, the Indian Refinery, to
American Western Refining Limited Partnership ("American Western"), an
unaffiliated party. As part of the related purchase and sale agreement, American
Western assumed all environmental liabilities and indemnified IRLP with respect
thereto. Subsequently, American Western filed for bankruptcy and sold the Indian
Refinery to an outside party pursuant to a bankruptcy proceeding. We have been
informed that the new owner has dismantled the Indian Refinery.
During fiscal 1998, the Company was informed that the United States
Environmental Protection Agency ("EPA") had investigated offsite acid sludge
waste found near the Indian Refinery and was also investigating and remediating
surface contamination on the Indian Refinery property. Neither the Company nor
IRLP was initially named with respect to these two actions.
-6-
Castle Energy Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts)
(Unaudited)
In October 1998, the EPA named the Company and two of its refining
subsidiaries as potentially responsible parties for the expected clean-up of the
Indian Refinery. In addition, eighteen other parties were named including Texaco
Refining and Marketing, Inc. ("Texaco"), the refinery operator for over 50
years. The Company subsequently responded to the EPA indicating that it was
neither the owner nor operator of the Indian Refinery and thus not responsible
for its remediation.
In November 1999, the Company received a request for information from
the EPA concerning the Company's involvement in the ownership and operation of
the Indian Refinery. The Company responded to the EPA information request in
January 2000.
On August 7, 2000, the Company received notice of a claim against it and
two of its inactive refining subsidiaries from Texaco and its parent. In its
claim, Texaco demanded that the Company and its former subsidiaries indemnify
Texaco for all liability resulting from environmental contamination at and
around the Indian Refinery. In addition, Texaco demanded that the Company assume
Texaco's defense in all matters relating to environmental contamination at and
around the Indian Refinery, including lawsuits, claims and administrative
actions initiated by the EPA and indemnify Texaco for costs that Texaco has
already incurred addressing environmental contamination at the Indian Refinery.
Finally, Texaco also claimed that the Company and two of its inactive
subsidiaries are liable to Texaco under the Federal Comprehensive Environmental
Response Compensation and Liability Act as owners and operators of the Indian
Refinery. The Company responded to Texaco disputing the factual and theoretical
basis for Texaco's claims against the Company. The Company's management and
special counsel also met with representatives of Texaco but the parties
disagreed concerning Texaco's claims.
The Company and its special counsel believe that Texaco's claims are
utterly without merit and the Company intends to vigorously defend itself
against Texaco's claims and any lawsuits that may follow.
In September 1995, Powerine sold the Powerine Refinery to Kenyen
Resources ("Kenyen"), an unaffiliated party. In January 1996, Powerine merged
into a subsidiary of Energy Merchant Corp. ("EMC"), an unaffiliated party, and
EMC assumed all environmental liabilities. In August 1998, EMC sold the Powerine
Refinery to a third party.
In July of 1996, the Company was named a defendant in a class action
lawsuit concerning emissions from the Powerine Refinery. In April of 1997, the
court granted the Company's motion to quash the plaintiff's summons based upon
lack of jurisdiction and the Company is no longer involved in the case.
Although the environmental liabilities related to the Indian Refinery
and Powerine Refinery have been transferred to others, there can be no assurance
that the parties assuming such liabilities will be able to pay them. American
Western, owner of the Indian Refinery, filed for bankruptcy and is in the
process of liquidation. EMC, which assumed the environmental liabilities of
Powerine, sold the Powerine Refinery to an unrelated party, which we understand
is still seeking financing to restart that refinery. Furthermore, as noted
above, the EPA named the Company as a potentially responsible party for
remediation of the Indian Refinery and has requested and received relevant
information from the Company. Estimated gross undiscounted clean up costs for
this refinery are $80,000 - $150,000 according to third parties. If the Company
were found liable for the remediation of the Indian Refinery, it could be
required to pay a percentage of the clean-up costs. Since the Company's
subsidiary only operated the Indian Refinery five years, whereas Texaco and
others operated it over fifty years, the Company would expect that its share of
remediation liability would be proportional to its years of operation, although
such may not be the case. Furthermore, as noted above, Texaco claimed that the
Company indemnified it for all environmental liabilities related to the Indian
Refinery. If Texaco were to sue the Company on this theory and prevail in court,
the Company could be held responsible for the entire estimated clean up costs of
$80,000-$150,000. In such a case, this cost would be far in excess of the
Company's financial capability.
-7-
Castle Energy Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts)
(Unaudited)
An opinion issued by the U.S. Supreme Court in June 1998 in a comparable
matter supports the Company's position. Nevertheless, if funds for environmental
clean-up are not provided by these former and/or present owners, it is possible
that the Company and/or one of its former refining subsidiaries could be named
parties in additional legal actions to recover remediation costs. In recent
years, government and other plaintiffs have often sought redress for
environmental liabilities from the party most capable of payment without regard
to responsibility or fault. Whether or not the Company is ultimately held liable
in such a circumstance, should litigation involving the Company and/or IRLP
occur, the Company would probably incur substantial legal fees and experience a
diversion of management resources from other operations.
Although the Company does not believe it is liable for any of its
subsidiaries' clean-up costs and intends to vigorously defend itself in such
regard, the Company cannot predict the ultimate outcome of these matters due to
inherent uncertainties.
Litigation
Long Trusts Lawsuit
In November 2000, the Company and three of its subsidiaries were
defendants in a jury trial in Rusk County, Texas. The plaintiffs in the case,
the Long Trusts, are non-operating working interest owners in wells previously
operated by Castle Texas Production Limited Partnership ("CTPLP"), an inactive
exploration and production subsidiary of the Company. The wells were among those
sold to Union Pacific Resources Corporation ("UPRC") in May 1997. The Long
Trusts claimed that CTPLP did not allow them to sell gas from March 1, 1996 to
January 31, 1997 as required by applicable joint operating agreements, and they
sued CTPLP and the other defendants, claiming (among other things) breach of
contract, breach of fiduciary duty, conversion and conspiracy. The plaintiffs
sought actual damages, exemplary damages, pre-judgment and post-judgment
interest, attorney's fees and court costs. CTPLP counterclaimed for
approximately $150 of unpaid joint interests billings, interest, attorneys' fees
and court costs.
After a three-week trial, the District Court in Rusk County submitted
36 questions to the jury which covered all of the claims and counterclaims in
the lawsuit. The jury's answers supported the plaintiffs' claims against the
Company and its subsidiaries, CTPLP's counterclaim against the plaintiffs and
two of the affirmative defenses asserted by the defendants. The District Court
has not yet entered judgement, but based upon motions for entry of judgement
filed by both plaintiffs and defendants, it has indicated that it will grant the
plaintiffs' motion in part as well as the defendants' counterclaim. The net
award to the plaintiffs is expected to be approximately $2,720. The Company and
its subsidiaries have filed a notice of appeal and intend to file post-judgement
motions with the District Courts.
Special counsel to the Company does not consider an unfavorable
outcome to this lawsuit probable. The Company's management and legal counsel
believe that several of the plaintiffs' primary legal theories are contrary to
established Texas law and that the Court's charge to the jury was defective.
They further believe that any judgment for plaintiffs based on those theories or
on the jury's answers to certain questions in the charge cannot stand and will
be reversed on appeal. Nevertheless, the Company and its subsidiaries may be
required to post a bond to cover the total amount of damages awarded to the
plaintiffs in any judgment and to maintain that bond until the resolution of any
appeals (which may take several years).
Larry Long Litigation
The parties agreed to settle this lawsuit for a $250 payment by the
Company. The parties are still finalizing the related settlement agreement,
which will be subject to court approval.
-8-
Castle Energy Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts)
(Unaudited)
MGNG Litigation
The parties agreed to settle this lawsuit by reducing an accounts
payable to MGNG from one of the companies subsidiary by $325. The parties are
still finalizing the related settlement agreement.
Powerine Severance Pay Litigation
On February 9, 2001, the Company was served with a lawsuit filed in the
Superior Court of California, County of Los Angeles, Central District. The
plaintiff, the State Labor Commissioner of the State of California, sued the
Company and fourteen other defendants for unpaid severance pay on behalf of
several former employees of various entities that owned the Powerine Refinery in
Santa Fe Springs, California. The suit sought damages of $1,500, including $500
of punitive damages. Management of the Company believes that the Company is not
liable for any of the damages sought and engaged a special counsel to defend it
against the lawsuit. It appears that the plaintiffs merely sued all parties
having any connection whatsoever with the Powerine Refinery without regard to
guilt or actual operation of that refinery.
In March 2001, the plaintiffs dismissed the Company from the case with
prejudice.
Note 5 - New Accounting Pronouncements
- --------------------------------------
Statement of Financial Accounting Standards No. 133, as amended,
Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"), was
issued by the Financial Accounting Standards Board in June 1998. SFAS 133
standardizes the accounting for derivative instruments, including certain
derivative instruments embedded in other contracts. Under the standard, entities
are required to carry all derivative instruments in the statement of financial
position at fair value. The accounting for changes in the fair value (i.e.,
gains or losses) of a derivative instrument depends on whether such instrument
has been designated and qualifies as part of a hedging relationship and, if so,
depends on the reason for holding it. If certain conditions are met, entities
may elect to designate a derivative instrument as a hedge of exposures to
changes in fair values, cash flows, or foreign currencies. If the hedged
exposure is a fair value exposure, the gain or loss on the derivative instrument
is recognized in earnings in the period of change together with the offsetting
loss or gain on the hedged item attributable to the risk being hedged. If the
hedged exposure is a cash flow exposure, the effective portion of the gain or
loss on the derivative instrument is reported initially as a component of other
comprehensive income (not included in earnings) and subsequently reclassified
into earnings when the forecasted transaction affects earnings. Any amounts
excluded from the assessment of hedge effectiveness, as well as the ineffective
portion of the gain or loss, is reported in earnings immediately. Accounting for
foreign currency hedges is similar to the accounting for fair value and cash
flow hedges. If the derivative instrument is not designated as a hedge, the gain
or loss is recognized in earnings in the period of change. The Company adopted
FAS 133 effective October 1, 2000.
Since July 2000, the Company has not used freestanding derivative
instruments to hedge its production and has used no embedded derivative
instruments. The adoption of SFAS 133 has therefore had no impact on the
Company's results of operations or financial condition since October 1, 2000.
Note 6 - Derivative Financial Instruments
- -----------------------------------------
On June 1, 1999, the Company acquired all of the oil and gas assets of
AmBrit Energy Corp. ("AmBrit"). In July 1999, the Company hedged approximately
69% of its anticipated consolidated crude oil production (then approximately
32,000 barrels per month) and approximately 50% of its anticipated consolidated
natural gas production (then approximately 300,000 mcf per month) for the period
from September 1, 1999 to July 31, 2000. The Company used futures contracts to
hedge such production. The average hedged prices for crude oil and natural gas,
which are based upon futures prices on the New York Mercantile Exchange, were
$20.02 per barrel of crude oil and $2.64 per mcf of gas. For the three and six
month periods ended March 31, 2000, oil and gas sales decreased $653 and $984,
respectively, as a result of hedging activities. Hedging activities did not
impact oil and gas sales for the three and six month period ended March 31,
2001.
-9-
Castle Energy Corporation and Subsidiaries
Notes to Consolidated Financial Statements
(Dollars in thousands, except share amounts)
(Unaudited)
Note 7 - Information Concerning Reportable Segments
- ---------------------------------------------------
For the periods ended March 31, 2000 and 2001, the Company operated in
only one segment of the energy industry, oil and gas exploration and production.
Until May 31, 1999, the Company also operated in the natural gas marketing
segment of the energy industry.
Note 8 - Stock Split
- --------------------
On December 29, 1999, the Company's Board of Directors declared a stock
split in the form of a 200% stock dividend applicable to all stockholders of
record on January 12, 2000. The additional shares were paid on January 31, 2000
and the Company's shares first traded at post split prices on February 1, 2000.
The stock split applied only to the Company's outstanding shares on January 12,
2000 (2,337,629 shares) and did not apply to treasury shares (4,491,017 shares)
on that date. As a result of the stock split 4,675,258 additional shares were
issued and the Company's common stock book value was increased $2,338 to reflect
additional par value applicable to the additional shares issued to effect the
stock split. All share changes, including those affecting the recorded book
value of common stock, have been recorded retroactively.
Note 9 - Subsequent Events
- --------------------------
One of the Company's subsidiaries is participating in the drilling of a
five well drilling program on three drilling concessions in Romania. The first
three wells drilled resulted in dry holes or non-commercial wells. The fourth
well drilled resulted in a gas show in a formation other than that originally
targeted. The Company has not been able to determine whether this gas show
indicates commercial gas reserves. The fifth well is currently being drilled. In
addition, the Company has agreed to participate in a sixth well, a wildcat well
to be drilled in the Black Sea.
In January 2001, one of the wells operated by one of the Company's
subsidiaries spilled approximately 800 barrels of fluid, including approximately
250 barrels of crude oil, into an adjacent ditch and onto nearby land. The
Company completed clean-up operations. Through May 7, 2000, the Company incurred
approximately $159 to clean up the well. The Company expects to be reimbursed
for all clean-up costs less its $25 insurance deductible and has submitted
claims for $134 to its insurer.
On April 30, 2001, the Company consummated the purchase of several East
Texas oil and gas properties from an undisclosed private company. These
properties included majority interests in twenty-one (21) operated producing oil
and gas wells and interests in approximately 6,500 gross acres in three counties
in East Texas. The Company estimates the net proved reserves acquired to be
approximately 12.5 billion cubic feet of natural gas and 191,000 barrels of
crude oil. The consideration paid was $10,492 but the Company expects favorable
purchase price adjustments of approximately $425, representing anticipated net
cash flow for April 2001 production. The Company used its own internally
generated funds to make the purchase.
In April 2001, the Company and an energy bank agreed to a term sheet for
a $40,000 energy line of credit. The parties are currently negotiating a
definitive agreement which the Company expects to execute in the latter part of
May 2001.
-10-
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
("$000's" Omitted Except Share and Per Unit Amounts)
RESULTS OF OPERATIONS
All statements other than statements of historical fact contained in
this report are forward-looking statements. Forward-looking statements in this
report generally are accompanied by words such as "anticipate," "believe,"
"estimate," or "expect" or similar statements. Although the Company believes
that the expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will prove correct.
Factors that could cause the Company's results to differ materially from the
results discussed in such forward-looking statements are disclosed in this
report, including without limitation in conjunction with the expected cash
sources and expected cash obligations discussed below. All forward-looking
statements in this Form 10-K are expressly qualified in their entirety by the
cautionary statements in this paragraph.
From August 1989 to September 30, 1995, two of the Company's
subsidiaries conducted refining operations. By December 12, 1995, the Company's
refining subsidiaries had sold all of their refining assets. In addition,
Powerine merged into a subsidiary of EMC and was no longer a subsidiary of the
Company. The Company's other refining subsidiary, IRLP, owns no refining assets
and is in the process of liquidation. As a result, the Company accounted for its
refining operations as discontinued operations in the Company's financial
statements as of September 30, 1995 and retroactively. Accordingly, discussion
of results of operations has been confined to the results of continuing
exploration and production operations and the anticipated impact, if any, of
liquidation of the Company's remaining inactive refining subsidiaries and
contingent environmental liabilities of the Company and its refining
subsidiaries.
Exploration and Production
Key exploration and production data for the six month periods ended
March 31, 2001 and 2000 are as follows:
Six Months Ended March 31,
2001 2000
---- ----
Production Volumes:
- ------------------
Barrels of crude oil (net)................................. 133,291 131,008
Mcf (thousand cubic feet) of natural gas (net)............. 1,583,791 1,985,254
Mcf equivalents (net) *.................................... 2,383,537 2,771,302
Oil/Gas Prices:-
- ----------------
Crude Oil/Barrel:
-----------------
Gross................................................... $27.28 $25.56
Hedging effects......................................... (7.11)
------ ------
Net of hedging.......................................... $27.28 $18.45
====== ======
Natural Gas/Mcf:
---------------
Gross................................................... $ 5.10 $ 2.54
Hedging effects......................................... (0.03)
------ ------
Net of hedging.......................................... $ 5.10 $ 2.51
====== ======
Oil and Gas Production Expenses/Mcf Equivalent..................... $ 1.43 $ 1.02 **
- --------------------------------------------- ====== ======
- ---------
* Barrels of crude oil have been converted to mcf based upon relative energy
content of 6 MCF of natural gas per barrel of crude oil.
** Re-computed to reflect reduction of oil and gas production expenses by
amount of revenues earned from well operations.
Oil and gas sales increased $4,307 or 58.2% from the first six months
of fiscal 2000 to the first six months of fiscal 2001 The increase was caused by
offsetting factors.
-11-
Oil and gas sales decreased $1,035 due to a decrease in production.
Whereas crude oil production increased 1.7%, natural gas production and
equivalent mcf production decreased 20.2% and 14.0%, respectively. A significant
portion of the decrease in natural gas production related to properties acquired
from AmBrit on June 1, 1999. In many cases the decreases in gas production
approximated the decline curves expected. In a few cases, the decreases
significantly exceeded the expected production declines. Although the Company
drilled nine exploratory wells in fiscal 2000, only one of these was completed
as a producer. As a result, the Company has not replaced the production lost due
to declining production from its existing properties.
Oil and gas sales increased $5,342 from the first six months of fiscal
2000 to the first six months of fiscal 2001 as a result of increased prices. The
increase was especially evident in the gross price received by the Company for
natural gas. The average price received increased 100.8% from $2.54 per mcf for
the six months ended March 31, 2000 to $5.10 per mcf for the six months ended
March 31, 2001. The natural gas prices received by the Company for the quarter
ended March 31, 2001 are the highest ever received by the Company.
Oil and gas production expenses increased $576 or 20.4% from the first
six months of fiscal 2000 to the first six months of fiscal 2001. For the six
months ended March 31, 2000, such expenses were only $1.02 per equivalent mcf of
production versus $1.43 per equivalent mcf for the six month ended March 31,
2001. This 40.2% increase is attributable to several factors. Many components of
oil and gas production expense (such as pumper salaries and the costs to operate
field offices) are essentially fixed and thus increase on a per unit of
production basis when production decreases - as was the case during the six
months ended March 31, 2001. In addition, the Company's properties are older and
such properties typically incur higher production expenses than newer properties
that have recently been drilled.
The Company also attributes its relatively high unit production costs
to the fact that a large number of the properties acquired from AmBrit are
operated by outside parties who charge operating fees to operate the wells in
which the Company has an interest. Some of these operating fees, which are
generally fixed pursuant to the governing joint operating agreements, have
become more and more expensive on a per unit basis as production declined.
General and administrative costs increased $455 or 16.7% from the first
six months of fiscal 2000 to the first six months of fiscal 2001. The increase
was primarily caused by increased legal costs and non-recurring costs of $181
related to the Company's effort to sell its oil and gas properties. The legal
costs for the six months ended March 31, 2001 relate primarily to the Long
Trusts litigation (see Note #3 to the consolidated financial statements).
Depreciation, depletion and amortization decreased $786 or 35.5% from
the first six months of fiscal 2000 to the first six months of fiscal 2001. Of
this decrease, $731 related to depletable oil and gas properties and the
remaining $55 related to depreciable equipment and furniture and fixtures. The
decrease in depletion was caused by two factors. Decreased production accounted
for $293 and a decrease in the depletion rate from $.76 per equivalent mcf to
$.57 per equivalent mcf accounted for $438.
No tax provision for the six months ended March 31, 2000 was recorded
because the Company incurred a pre- tax loss of $18. The tax provision for the
six months ended March 31, 2001 represents the utilization of a deferred tax
asset recorded at September 30, 2000 at an effective tax rate of 36%. The
deferred tax asset at September 30, 2000 resulted when the Company re-evaluated
its ability to generate sufficient taxable income to utilize the gross deferred
tax asset attributable to its tax carryforwards. A similar net deferred tax
asset was not recorded at September 30, 1999.
Earnings per Share
On December 29, 1999, the Company's Board of Directors declared a stock
split in the form of a 200% stock dividend applicable to all stockholders of
record on January 12, 2000. The effect of the stock split was to triple the
number of shares outstanding. The stock split did not apply to the Company's
treasury stock. The stock split is reflected retroactively in share amounts and
earnings per share computations in the accompanying financial statements.
In addition, since October 1, 1999, the Company has reacquired 588,803
shares of its common stock. As a result of these share acquisitions, earnings
per outstanding share have been higher than would be the case if no shares had
been repurchased.
-12-
LIQUIDITY AND CAPITAL RESOURCES
During the six months ended March 31, 2001, the Company generated $4,466
from operating activities. During the same period the Company invested $2,104 in
oil and gas properties and $572 to reacquire shares of its common stock. In
addition, it paid $664 in stockholder dividends. At March 31, 2001, the Company
had $12,624 of unrestricted cash, $19,471 of working capital and no long-term
debt.
Discontinued Refining Operations
Although the Company's former and present subsidiaries have exited the
refining business and third parties have assumed environmental liabilities, if
any, of such subsidiaries, the Company and several of its subsidiaries may
remain liable for contingent environmental liabilities (see Note 4 to the
consolidated financial statements included in Item 1 of this Form 10-Q).
Expected Sources and Uses of Funds
a. Estimated Future Cash Expenditures
As of March 31, 2001, the estimated future cash expenditures of the
Company for the period from April 1, 2001 to September 30, 2002 were as follows:
1. Development drilling on existing acreage................................ $12,289
2. Remaining drilling on Romanian concession - two wildcat wells........... 700
3. Offshore Romanian well in Black Sea..................................... 1,250
4. Dividends............................................................... 1,972
5. Payment of remaining purchase price - East Texas oil and gas asset
purchase................................................................ 9,005
-------
$25,216
=======
If either of the remaining two Romanian wells being drilled or the
planned well to be drilled in the Black Sea is successful, the
Company may increase its investment in that country significantly
and could conceivably spend $10,000-$15,000 or more if new oil
and/or gas fields are discovered.
In July 2000, the Company engaged Energy Spectrum Advisors of
Dallas, Texas to advise the Company concerning strategic
alternatives, including the possible sale of its domestic oil and
gas assets. In December 2000, several companies submitted bids for
the Company's oil and gas assets. The total of the highest bids for
all of the Company's properties aggregated approximately $48,000
with an effective date of October 1, 2000. The Company's Board of
Directors decided not to sell its oil and gas assets at the prices
offered. As a result, the Company is again seeking acquisitions in
the energy sector, including oil and gas properties, gas marketing
and pipeline operations and other investments. In April 2001, the
Company acquired oil and gas properties in East Texas for $10,492
(see Note 9 to the financial statements in Item 1). Given current
high oil and gas prices and resultant seller price expectations,
there can be no assurance that the Company will be able to make
further acquisitions of energy sector assets at prices it considers
favorable. If the Company is able to acquire energy sector assets
at favorable prices, its expenditures will exceed the estimated
future expenditures listed above.
b. Repurchase of Company Shares - as of May 7, 2001, the Company had
repurchased 4,871,020 shares of its common stock (13,853,000 shares
after taking into account the 200% stock dividend which was
effective January 31, 2000) at a cost of $66,506. The Company's
Board of Directors has authorized the repurchase of up to 396,946
additional shares to provide an exit vehicle for investors who want
to liquidate their investment in the Company. The decisions whether
to repurchase such additional shares and/or to increase the
repurchase authorization above the current level will depend upon
the market price of the Company's stock, tax considerations, the
number of stockholders seeking to sell their shares and other
factors.
c. Recurring Dividends - the Company's Board of Directors adopted a
policy of paying a $.20 per share annual dividend ($.05 per share
quarterly) in June of 1997. The Company expects to continue to pay
such dividend until the Board of Directors, in its sole discretion,
changes such policy.
-13-
d. Required Escrow Fund - Litigation - the Company may have to escrow
as much as $2,720 for a lengthy period - perhaps several years - as
it appeals a jury verdict in the Long Trusts' litigation. (See Note
4 to the consolidated financial statements included in Item #1 of
this Form 10-Q.)
At March 31, 2001, the Company had available the following sources
of funds:
Unrestricted cash - March 31, 2001.................. $12,624
Marketable securities............................... 5,404
-------
$18,028
=======
The Company's line of credit expired February 29, 2001, but the Company
is currently in the process of negotiating a $40,000 line of credit and believes
it will be able to consummate such line of credit in May 2001.
In addition, the Company anticipates significant future cash flow from
exploration and production operations.
The estimated sources of funds are subject to most of the risks
enumerated below. The realization from the sale of the Company's investment in
the common stock of Penn Octane Corporation ("Penn Octane") and Delta Petroleum
Company ("Delta"), which is shown under the caption "marketable securities" on
the consolidated balance sheets, are dependent on the market values of such
stock and the Company's ability to liquidate its Penn Octane and Delta stock
investments at or near such market values. Since Penn Octane and Delta are
thinly capitalized and traded, liquidation of a large volume of Penn Octane
and/or Delta stock without significantly lowering the market price may be
impossible.
The Company thus expects that it can fund all of its present drilling
commitments from its own unrestricted cash and expected cash flow from operating
activities. The Company can also use the $40,000 line of credit it is currently
negotiating (assuming successful consummation of such negotiations) and future
cash flow from production to acquire additional oil and gas properties and/or to
conduct additional drilling.
The foregoing discussions do not contemplate any adverse effects from
the risk factors listed below:
a. Contingent environmental liabilities.
b. Reserve price risk - the effect of price changes on unhedged oil
and gas production.
c. Exploration and production reserve risk - the effect of not finding
the oil and gas reserves sought during new drilling.
d. Reserve risk - the effect of differences between estimated and
actual reserves and production.
e. Public market for Company's stock - the effect of a limited market
for the Company's shares.
f. Future of the Company - the Company has changed its strategic
objectives and goals.
g. Foreign operation risks. Since the Company has already incurred
$2,838 and expects to spend at least $700 in the next quarter to
complete required drilling on the last two of its required five
wells in the Romanian concessions and expects to participate in
drilling an additional well in the Black Sea, it continues to be
subject to foreign operational risks. Such risks include the
shortage of available drilling rigs, the shortage of experienced
drilling rig crews, the lack of access to drilling and lease
operating equipment and supplies and the risks inherent in drilling
in offshore waters. The Company's interests are also subject to
certain foreign country risks over which the Company has no control
- including political risk, the risk of additional taxation and the
possibility that foreign operating requirements and procedures may
reduce estimated profitability.
h. Other risks including general business risks, insurance claims
against the Company in excess of insurance recoveries, tax
liabilities resulting from tax audits, drilling risks and
litigation risk.
i. Availability of drilling rigs. The Company expects to drill several
domestic wells in the next year. As a result of higher oil and gas
prices, several exploration and production companies are drilling
more wells than in prior years and there are currently less
drilling rigs available than there is demand for such rigs. As a
result, the Company expects to wait longer and pay more to drill
wells in the future.
-14-
The above risks are discussed at greater length in the Company's Form
10-K for the year ended September 30, 2000.
Item 3. QUALITATIVE AND QUANTITATIVE DISCLOSURE ABOUT MARKET RISK
The Company has not hedged its remaining expected crude oil and natural
gas production. As a result, the Company remains at risk with respect to such
unhedged expected production. If oil and gas market prices increase, oil and gas
sales applicable to the unhedged production will increase. If oil and gas market
prices decrease, oil and gas sales related to such unhedged production will
decrease.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
For information regarding lawsuits, reference is made to Item 3 of the
Company's Form 10-K (Annual Report) for the fiscal year ended September 30,
2000. Also see Note 4 to the March 31, 2001 financial statements included in
Part I.
Item 6. Exhibits and Reports on Form 8-K
(A) Exhibits:
Exhibit 11.1 - Statement re: Computation of
Earnings Per Share
Exhibit 10.137 Purchase and Sale Agreement,
dated April 1, 2001, between Strand
Energy LC and Castle Exploration
Company, Inc.
(B) Reports on Form 8-K: None
-15-
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.
Date: May 14, 2001 CASTLE ENERGY CORPORATION
------------
/s/Richard E. Staedtler
---------------------------
Richard E. Staedtler
Chief Financial Officer
Chief Accounting Officer
-16-
Exhibit 27
Financial Data Schedule
This schedule contains summary financial data extracted from the Company's
consolidated financial statements for the quarter ended March 31, 2001 included
in Part I Financial information and is qualified in its entirety by reference to
such financial statements.
Period - type March 31, 2001
Fiscal year-end Sept. 30, 2001
Cash 12,624,000
Securities 5,404,000
Receivables 3,862,000
Allowances 0
Inventory 0
Current assets 25,940,000
PP&E 47,392,000
Depreciation 15,710,000
Total - assets 58,589,000
Current liabilities 6,469,000
Bonds 0
Preferred-Mandatory 0
Preferred 0
Common 5,752,000
Other - Se 46,361,000
Total - liability - and - equity 58,589,000
Sales 6,316,000
Total - revenues 6,316,000
CGS 0
Total - costs 2,174,000
Other - expenses 0
Loss - provision 0
Interest - expense 0
Income - pretax 2,391,000
Income - tax 860,000
Income - continued 1,531,000
Discontinued 0
Extraordinary 0
Changes 0
Net - income 1,531,000
EPS - Primary .23
EPS - Diluted .22