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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 30, 1995
CASTLE ENERGY CORPORATION
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(Exact Name of Registrant as Specified in Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation or Organization)
0-10990 76-0035225
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(Commission File Number) (I.R.S. Employer Identification No.)
One Radnor Corporate Center, Suite 250, 100 Matsonford Road, Radnor, PA 19087
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(Address of Principal Executive Offices) (Zip Code)
(610) 995-9400
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(Registrant's telephone number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
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Castle Energy Corporation ("Castle" or "the Company"), the Registrant,
submits the following information:
ITEM 2. Acquisition or Disposition of Assets
On September 30, 1995, Powerine Oil Company ("Powerine"), one of the
Company's subsidiaries, completed the sale of its Powerine Refinery to Kenyen
Projects Limited ("Kenyen"), Houston, Texas, a private purchaser. The 49,500
barrel/day Powerine Refinery, located in Santa Fe Springs, California, was shut
down in July 1995. Castle understands that Kenyen intends to disassemble the
refining plant and reassemble it in India.
In consideration for the Powerine Refinery, Powerine received
$3,000,000 in cash and a note in the principal amount of approximately
$19,600,000. The principal of the note and accrued interest are payable in three
equal installments on April 30, June 30, and September 30, 1996, and are secured
by the equipment sold. The purchaser is required to substitute a letter of
credit for such security by March 31, 1996. Powerine retained Powerine
Refinery's real property, certain other assets and all of Powerine's
liabilities. Powerine anticipates that it will use substantially all of the
proceeds of the sale to satisfy its obligations.
On September 30, 1995, Castle announced that its agreement to sell the
Indian Refinery, an 86,000 barrel/day Refinery located in Lawrenceville,
Illinois which is owned by Indian Refining Limited Partnership ("IRLP"), a
Castle subsidiary, to CORE Refining Corporation ("CORE"), a company formed by
William S. Sudhaus, a director and the President of Castle, had been terminated
by mutual agreement between Castle and CORE. The agreement had been subject to
CORE's obtaining financing for the transaction, which, CORE had informed Castle,
CORE had been unable to obtain.
As a result of the termination of the CORE agreement, and, in
accordance with previously announced plans, IRLP commenced the shutdown of the
Indian Refinery. The operations of the Indian Refinery were terminated as of
September 30, 1995.
IRLP anticipates that it will seek to sell the plant and other assets
of the Indian Refinery. IRLP will use the proceeds of such sales to meet its
vendor and environmental obligations.
Management believes that losses resulting from the retirement of the
Indian Refinery and from the sale of the Powerine Refinery, together with
current operating losses and existing net operating loss and depletion
carryforwards, will offset Castle's gain from its settlement with
Metallgesellschaft Corp. completed in October 1994 and result in Castle having a
net operating loss carryforward at September 30, 1995.
Castle does not expect any material gain or loss during the fourth
quarter from the disposition of either the Powerine Refinery or the Indian
Refinery. The Company recorded anticipated net losses resulting from the
disposition of both refineries at December 31, 1994 and adjusted the net loss at
June 30, 1995 in anticipation of the sale of the Powerine Refinery.
As a result of the sale of the Powerine Refinery and the abandonment of
the Indian Refinery, the Company has discontinued the operations of its refining
segment.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
7(b) Pro Forma Financial Information:
7(b)(b) Introduction to Pro Forma Financial Information
7(b)(1) Pro Forma Consolidated Balance Sheet - June 30, 1995 and
Related Notes
7(b)(2) Pro Forma Consolidated Statement of Operations - Nine Months
Ended June 30, 1995 and Related Notes
7(b)(3) Pro Forma Consolidated Statement of Operations - Fiscal Year
Ended September 30, 1994 and Related Notes
7(b)(4) Pro Forma Consolidated Statement of Operations - Fiscal Year
Ended September 30, 1993 and Related Notes
7(b)(5) Pro Forma Consolidated Statement of Operations - Fiscal Year
Ended September 30, 1992 and Related Notes
7(c) Exhibits:
Exhibit Number Description
- -------------- -----------
10.1 Asset Purchase Agreement, between Kenyen Projects Limited
and Powerine Oil Company, dated September 29, 1995.
10.2 Letter Agreement, dated September 29, 1995, between CORE
Refining Corporation and Castle Energy Corporation.
ITEM 7(b)(b)
CASTLE ENERGY CORPORATION
INTRODUCTION TO PRO FORMA CONSOLIDATED
FINANCIAL INFORMATION
Effective September 30, 1995, Castle Energy Corporation ("Castle")
disposed of or retired both of its two refineries. The following pro forma
financial statements assume the disposition of both the Powerine Refinery and
the Indian Refinery occurred earlier than September 30, 1995.
Powerine Oil Company ("Powerine"), a wholly-owned subsidiary of the
Company, sold the Powerine Refinery to Kenyen Projects Limited ("Kenyen"), a
private purchaser, effective September 30, 1995. Since the disposition was
accomplished through the sale of the refining plant and related assets rather
than through the sale of the stock of Powerine, Powerine remains liable for
certain refinery closing costs, outstanding trade payables and environmental
liabilities. Powerine also retained ownership of real property and certain other
assets not sold to Kenyen.
Indian Refining Limited Partnership ("IRLP"), another wholly-owned
subsidiary of Castle, retired the refining plant assets of the Indian Refinery
as of September 30, 1995 and anticipates selling such assets for salvage. As a
result, IRLP remains liable for certain refinery closing costs, outstanding
trade payables and environmental liabilities.
The following pro forma consolidated balance sheet illustrates the
effects of the disposition of the Powerine Refinery and retirement of the Indian
Refinery, as though such events occurred on June 30, 1995. The following pro
forma consolidated statement of operations illustrates the effects of the
disposition and retirement of the Refineries as though such events occurred on
October 1, 1991. For financial and SEC reporting purposes, the Company first
reported the effects of the anticipated disposition of the Refineries at
December 31, 1994 and adjusted such effects at June 30, 1995 in anticipation of
the sale of the Powerine Refinery to Kenyen.
The gain from the MG Settlement (described in the Company's September
30, 1994 Form 10-K,) has been included as a separate adjustment in the pro forma
consolidated financial statements because a) the decision to settle with MG
influenced in the Company's decision to sell its refining segment, b) the gain
from the MG settlement created a significant tax motivation for the Company to
sell its refining segment and c) the two transactions are, accordingly, related.
THE PRO FORMA CONSOLIDATED STATEMENTS OF THE COMPANY DO NOT PURPORT TO
REPRESENT WHAT THE COMPANY'S FINANCIAL POSITION OR RESULTS OF OPERATIONS WOULD
ACTUALLY HAVE BEEN IF THE REFINERY DISPOSITION AND RETIREMENT IN FACT HAD
OCCURRED ON SUCH DATES OR TO PROJECT THE COMPANY'S FINANCIAL CONDITION OR
RESULTS OF OPERATIONS AS OF ANY FUTURE DATE OR FOR ANY FUTURE PERIOD. The pro
forma adjustments are based upon available information and upon certain
assumptions that the Company believes are reasonable under the circumstances.
The pro forma consolidated statements and accompanying notes should be read in
conjunction with the historical consolidated financial statements of the Company
and notes thereto and the other financial information regarding the Company.
ITEM 7(b)(1)
CASTLE ENERGY CORPORATION
PRO FORMA CONSOLIDATED BALANCE SHEET
AS OF 06/30/95
("000's" Omitted)
(Unaudited)
Pro Forma
Adjustment
----------
Disposal of 06/30/95
06/30/95 Refining Pro
ASSETS Historical Segment (a) Forma
---------- ----------- --------
Current Assets:
Cash and cash equivalents .......................... $ 9,989 ($4,140) $ 5,849
Restricted cash .................................... 5,914 (3,962) 1,952
Temporary investments .............................. 3,000 3,000
Accounts receivable - trade ........................ 61,613 (49,060) 12,553
Inventories ........................................ 37,159 (37,159)
Deferred income taxes .............................. 91,216 (84,686) 6,530
Prepaid expenses and other current assets .......... 2,818 (2,772) 46
Refinery segment assets held for disposal, net ..... 16,549 16,549
-------- --------- ---------
Total Current Assets ............................. 211,709 (165,230) 46,479
Property, Plant and equipment, net:
Refining
Natural gas transmission ........................... 23,148 $ 23,148
Furniture and fixtures ............................. 290 290
Exploration and production ........................... 17,970 17,970
Gas contracts ........................................ 36,859 36,859
Other assets, net .................................... 10,046 1,333 11,379
-------- --------- ---------
Total Assets ..................................... $300,022 ($163,897) $ 136,125
======== ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
Current portion of long-term debt .................. $ 24,370 (13,310) $ 11,060
Current portion of long-term debt -related party.... 250 250
Accounts payable ................................... 23,677 (22,626) 1,051
Accrued expenses ................................... 57,486 (44,294) 13,192
Income taxes payable ............................... 84,686 (82,936) 1,750
Other liabilities .................................. 3,112 (731) 2,381
-------- --------- ---------
Total current liabilities ........................ 193,581 (163,897) 29,684
Long-term debt ....................................... 30,326 30,326
Deferred income taxes ................................ 6,530 6,530
Other long-term liabilities .......................... 30,656 30,656
-------- --------- ---------
Total liabilities ................................ 261,093 (163,897) 97,196
Commitments and contingencies
Stockholder's deficit:
Series B participating preferred stock;
Common stock; par value - $.50; 6,683,646
shares issued and outstanding at
June 30, 1995 .................................... 3,342 3,342
Additional paid-in capital ........................... 62,724 62,724
Retained earnings (deficit) .......................... (27,137) ($27,137)
-------- --------- ---------
38,929 0 38,929
Total liabilities and stockholders' deficit $300,022 ($163,897) $136,125
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The Accompanying notes are an integral part of this
Pro Forma Consolidated Balance Sheet
ITEM 7(b)(1)
CASTLE ENERGY CORPORATION
NOTES TO THE PRO FORMA CONSOLIDATED
BALANCE SHEET
JUNE 30, 1995
UNAUDITED
("000's" Omitted)
(a) Reflects the disposition of the Powerine Refinery and the retirement of the
Indian Refinery. Since the Company's refining subsidiaries are selling or
retiring their refining plants and some related assets rather than the
Company selling the stock of the refining subsidiaries, the refining
subsidiaries continue to own working capital, some assets and environmental
liabilities related to the refining segment. All such remaining refining
assets and liabilities applicable to the refining segment except for
environmental liabilities have been aggregated as under the heading,
"Refining segment assets held for disposal, net" because the Company
anticipates that such assets and liabilities will be realized as the
refineries are sold and closed over the next year. Environmental
liabilities have not been included in such heading because it is not
anticipated that such liabilities will be satisfied in the next year even
though such liabilities pertain to the refining segment. As noted in the
Company's Form 10-Q for the period ended June 30, 1995, the Company has
accrued both estimated costs to close the refineries and estimated proceeds
from the sale of the refining plants and related assets.
The deferred tax asset at June 30, 1995 has been reversed to the extent of
the tax effect of losses which would have been realized had the Refineries
been disposed of or retired on June 30, 1995 rather than on September
30, 1995, the actual date of disposition/retirement.
ITEM 7(b)(2)
CASTLE ENERGY CORPORATION
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Nine Months Ended June 30, 1995
(Unaudited)
("000's" Omitted)
Pro Forma Adjustments
---------------------
MG Settlement
and Provision Disposal
Historical for Impairment of Refining Pro Forma
06/30/95 Loss (d) Segment (a) 06/30/95
-------- -------- ----------- --------
REVENUES:
Refining .................................................. $ 670,913 ($670,913)
Natural Gas Production and Transmission ................... 58,989 $ 58,989
Exploration and Production ................................ 7,106 7,106
--------- --------- --------
Total Revenues .................................... 737,008 (670,913) 66,095
--------- --------- --------
EXPENSES:
Refining:
Cost of Materials Sold .................................. 565,281 (565,281)
Operating Costs ......................................... 83,787 (83,787)
Selling, General and Administrative ..................... 11,634 (11,634)
Depreciation and Amortization ........................... 4,938 (4,938)
Gain on MG Settlement ................................... (391,135) 391,135 (d)
Provision for Impairment Loss ........................... 339,404 (339,404)(e)
Natural Gas Production and Transmission:
Gas Purchases ........................................... 33,709 33,709
Operating Costs - Pipeline .............................. 789 789
General and Administrative .............................. 645 645
Depreciation and Amortization ........................... 8,538 8,538
Exploration and Production:
Oil and Gas Production .................................. 1,947 1,947
General and Administrative .............................. 369 369
Depreciation, Depletion and Amortization ................ 2,252 2,252
Corporate
General and Administrative .............................. 3,367 3,367
Depreciation ............................................ 59 59
------- ------- -------- ---------
Total Expenses .................................... 665,584 51,731 (665,640) 51,675
------- ------- -------- ---------
Operating Profit (Loss) ..................................... 71,424 (51,731) (5,273) 14,420
------- ------- -------- ---------
Other Income (Expense):
Interest Income ........................................... 1,476 (858) 618
Interest Expense .......................................... (7,894) 4,685 (3,209)
Other Income (Expense) .................................... 1,052 (1,110) (58)
------- ------- -------- ---------
(5,366) 2,717 (2,649)
------- ------- -------- ---------
Income (Loss) From Continuing Operations
Before Provision for (Recovery of)
Income Taxes .............................................. 66,058 (51,731) (2,556) 11,771
Provision for (Recovery of) Income Taxes (b) ................ 53,811 (19,323) (34,488)
------- ------- -------- ---------
Net Income (Loss) from Continuing Operations ................ $ 12,247 ($ 32,408) $ 31,932 $ 11,771
======= ======== ========= =========
Net Income (Loss) Per Share from Continuing
Operations ................................................ $ 1.80 ($ 4.81) $ 4.76 $ 1.75
======= ======== ======== =========
Weighted Average Number of Common and
Common Equivalent Shares Outstanding (c) .................. 6,786 (75) 6,711 6,711
======= ======== ======== =========
The Accompanying notes are an integral part of this
Pro Forma Consolidated Statement of Operations
ITEM 7(b)(2)
CASTLE ENERGY CORPORATION
NOTES TO THE PRO FORMA CONSOLIDATED
STATEMENT OF OPERATIONS
NINE MONTHS ENDED JUNE 30, 1995
UNAUDITED
("000's" Omitted)
(a) Gives retroactive effect to the disposition/retirement of the Company's
Refineries and the discontinuance of the Company's refining segment
operations as though the events occurred on October 1, 1994.
(b) Adjusts the Company's tax provision such that the resulting tax provision
reflects income tax expense related to the Company's non-refining business
segments. Net operating loss carryforwards applicable to such non-refining
segments effectively reduce the tax provision to zero.
(c) Reflects the reduction in outstanding shares that would have occurred if
the Company had not paid debt issuance costs and processing/offtake
agreement issuance costs applicable to the refining segment through
issuance of its own shares. As a result of the MG Settlement (described in
the Company's September 30, 1994 Form 10-K) such shares were later returned
to the Company.
(d) Gives retroactive effect to the MG Settlement (which closed on October 14,
1994) as though such settlement had closed on October 1, 1994. As a result
of the MG Settlement, among other things, MG released the Company from
certain debt and assumed certain debt, resulting in a $391,135 gain to the
Company.
(e) Reverses the loss provision for the disposition of its refining assets
recorded by the Company.
ITEM 7(b)(3)
CASTLE ENERGY CORPORATION
PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended September 30, 1994
(Unaudited)
("000" Omitted)
Pro Forma
Adjustment
----------
Disposal of
Refining
Historical Segment (a) Pro Forma
---------- ----------- ---------
REVENUES
Refining:
Crude Oil Sales ....................................... $ 71,062 ($ 71,062)
Sales of Refined Product - Relate Party ............... 849,492 (849,492)
Sales of Refined Product - Third Parties............... 8,061 (8,061)
Other Revenues - Related Party ........................ 11,899 (11,899)
Natural Gas Production and Transmission:
Gas Sales ............................................. 61,228 $61,228
Operating Revenue ..................................... 31 31
Transportation
Exploration and Production:
Oil and Gas Sales ...................................... 8,069 8,069
Well Operations ........................................ 483 483
--------- -------- -------
Total Revenues ................................... 1,010,325 (940,514) 69,811
--------- -------- -------
EXPENSES
Refining:
Cost of Materials Sold - Refined Products:
Third Parties ........................................ 77,898 (77,898)
Related Parties ...................................... 618,325 (618,325)
Operating Costs ......................................... 132,281 (132,281)
Selling, General and Administrative .................... 23,758 (23,758)
Depreciation and Amortization .......................... 30,322 (30,322)
Natural Gas Production and Transmission:
Gas Purchases .......................................... 37,029 37,029
Operating Costs - Pipeline ............................. 1,973 1,973
General and Administrative ............................. 254 254
Depreciation and Amortization .......................... 11,360 11,360
Exploration and Production:
Oil and Gas Production ................................. 3,844 3,844
General and Administrative ............................. 213 213
Depreciation, Depletion and Amortization................ 2,092 2,092
Corporate, General and Administrative ...................... 5,499 5,499
--------- -------- -------
944,848 (882,584) 62,264
--------- -------- -------
OPERATING INCOME (LOSS) ...................................... 65,477 (57,930) 7,547
--------- -------- -------
OTHER INCOME (EXPENSE)
Interest Income ......................................... 1,292 (1,280) 12
Interest Expense ........................................ (28,487) 22,648 (5,839)
Other Income (Expense) .................................. 1,161 (738) 423
--------- -------- -------
(26,034) 20,630 (5,404)
--------- -------- -------
INCOME (LOSS) FROM CONTINUING OPERATIONS
BEFORE PROVISION FOR
(RECOVERY OF) INCOME TAXES ............................... 39,443 (37,300) 2,143
PROVISION FOR (RECOVERY OF)
INCOME TAXES (b) ......................................... 526 (526)
--------- -------- --------
NET INCOME (LOSS) FROM CONTINUING
OPERATIONS ............................................... $ 38,917 ($36,774) $ 2,143
========= ======== =======
NET INCOME (LOSS) PER SHARE FROM
CONTINUING OPERATIONS .................................... $ 3.48 ($ 3.17) $ 0.31
========= ======== =======
WEIGHTED AVERAGE NUMBER OF COMMON
AND COMMON EQUIVALENT SHARES
OUTSTANDING (c) ........................................... 11,209 (4,298) 6,911
========= ======== =======
The accompanying notes are an integral part of this
Pro Forma Consolidated Statement of Operations.
ITEM 7(b)(3)
CASTLE ENERGY CORPORATION
NOTES TO PRO FORMA CONSOLIDATED
STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1994
Unaudited
("000's" Omitted)
(a) Gives retroactive effect to the disposition/retirement of the Company's
Refineries and the discontinuance of the Company's refining segment
operations as though the events occurred on October 1, 1993.
(b) Adjusts the Company's tax provision such that the resulting tax provision
reflects income tax expense related to the Company's non-refining business
segments. Net operating loss carryforwards applicable to such non-refining
segments effectively reduce the tax provision to zero.
(c) Reflects the reduction in outstanding shares that would have occurred if
the Company had not paid debt issuance costs and processing/offtake
agreement issuance costs applicable to the refining segment through
issuance of its own shares. As a result of the MG Settlement (described in
the Company's September 30, 1994 Form 10-K) such shares were later returned
to the Company.
ITEM 7(b)(4)
CASTLE ENERGY CORPORATION
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended September 30, 1993
(Unaudited)
("000's" Omitted)
Pro Forma
Adjustment
----------
Disposal
Historical of Refining Pro Forma
09/30/93 Segment (a) 09/30/93
-------- ----------- --------
REVENUES:
Refining ................................. $532,010 ($532,010)
Natural Gas Production and Transmission .. 56,676 $ 56,676
Exploration and Production ............... 10,124 10,124
--------- ---------- ---------
Total Revenues ................... 598,810 (532,010) 66,800
--------- ---------- ---------
EXPENSES:
Refining:
Cost of Materials Sold ................. 430,399 (430,399)
Operating Costs ........................ 54,747 (54,747)
Selling, General and Administrative .... 6,515 (6,515)
Depreciation and Amortization .......... 9,994 (9,994)
Natural Gas Production and Transmission:
Gas Purchases .......................... 34,441 34,441
Operating Costs - Pipeline ............. 961 961
General and Administrative ............. 913 913
Depreciation and Amortization .......... 9,495 9,495
Exploration and Production:
Oil and Gas Production ................. 2,655 2,655
General and Administrative ............. 1,529 1,529
Depreciation, Depletion and Amortization 2,696 2,696
Corporate
General and Administrative ............. 2,191 2,191
Depreciation
--------- ---------- ---------
Total Expenses ................... 556,536 (501,655) 54,881
--------- ---------- ---------
Operating Profit (Loss) .................... 42,274 (30,355) 11,919
--------- ---------- ---------
Other Income (Expense):
Interest Income .......................... 739 (708) 31
Interest Expense ......................... (21,111) 13,963 (7,148)
Other Income (Expense) ................... 1,451 (1,397) 54
--------- ---------- ---------
(18,921) 11,858 (7,063)
--------- ---------- ---------
Income (Loss) From Continuing Operations
Before Provision for (Recovery of)
Income Taxes ............................. 23,353 (18,497) 4,856
Provision for (Recovery of) Income Taxes (b) (35,970) 35,970
--------- ---------- ---------
Net Income (Loss) from Continuing Operations 59,323 (54,467) 4,856
========= ========== =========
Net Income (Loss) Per Share from Continuing
Operations ............................... $7.83 ($6.51) $1.32
========= ========== =========
Weighted Average Number of Common and
Common Equivalent Shares Outstanding (c) . 7,581 (3,891) 3,690
========= ========== =========
The Accompanying notes are an integral part of this
Pro Forma Consolidated Statement of Operations
ITEM 7(b)(4)
CASTLE ENERGY CORPORATION
NOTES TO THE PRO FORMA CONSOLIDATED
STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1993
UNAUDITED
("000's" Omitted)
(a) Gives retroactive effect to the disposition/retirement of the Company's
Refineries and the discontinuance of the Company's refining segment
operations as though the events occurred on October 1, 1992.
(b) Adjusts the Company's tax provision such that the resulting tax provision
reflects income tax expense related to the Company's non-refining business
segments. Net operating loss carryforwards applicable to such non-refining
segments effectively reduce the tax provision to zero.
(c) Reflects the reduction in outstanding shares that would have occurred if
the Company had not paid debt issuance costs and processing/offtake
agreement issuance costs applicable to the refining segment through
issuance of its own shares. As a result of the MG Settlement (described in
the Company's September 30, 1994 Form 10-K) such shares were later returned
to the Company.
ITEM 7(b)(5)
CASTLE ENERGY CORPORATION
PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
Year Ended September 30, 1992
(Unaudited)
("000's" Omitted)
Pro Forma
Adjustment
----------
Disposal
Historical of Refining Pro Forma
09/30/92 Segment (a) 09/30/92
-------- ----------- --------
REVENUES:
Refining ..................................... $ 344,770 ($344,770)
Exploration and Production ................... 5,165 5,165
--------- --------- ---------
Total Revenues ....................... 349,935 (344,770) 5,165
--------- --------- ---------
EXPENSES:
Refining:
Cost of Materials Sold ..................... 281,430 (281,430)
Operating Costs ............................ 52,815 (52,815)
Share of processing agreement loss - related
party .................................... 31,611 (31,611)
Selling, General and Administrative ........ 3,966 (3,966)
Depreciation and Amortization .............. 9,683 (9,683)
Exploration and Production:
Oil and Gas Production ..................... 1,793 1,793
General and Administrative ................. 1,191 1,191
Depreciation, Depletion and Amortization ... 1,453 1,453
Corporate
General and Administrative ................. 1,706 1,706
--------- --------- ---------
Depreciation
Total Expenses ....................... 385,648 (379,505) 6,143
--------- --------- ---------
Operating Profit (Loss) ........................ (35,713) 34,735 (978)
--------- --------- ---------
Other Income (Expense):
Interest Income .............................. 1,235 (1,171) 64
Interest Expense ............................. (13,640) 13,506 (134)
Write-off .................................... (4,161) 4,161
Other Income (Expense) ....................... 91 (27) 64
--------- --------- ---------
(16,475) 16,469 (6)
--------- --------- ---------
Income (Loss) From Continuing Operations
Before Provision for (Recovery of)
Income Taxes ................................. (52,188) 51,204 (984)
Provision for (Recovery of) Income Taxes (b) ... 81 (81)
--------- --------- ---------
Net Income (Loss) from Continuing Operations ... (52,269) 51,285 (984)
========= ======== =========
Net Income (Loss) Per Share from Continuing
Operations ................................... ($8.21) $7.93 ($0.28)
========= ======== =========
Weighted Average Number of Common and
Common Equivalent Shares Outstanding (c) ..... 6,365 (2,869) 3,496
========= ======== =========
The Accompanying notes are an integral part of this
Pro Forma Consolidated Statement of Operations
ITEM 7(b)(5)
CASTLE ENERGY CORPORATION
NOTES TO THE PRO FORMA CONSOLIDATED
STATEMENT OF OPERATIONS
YEAR ENDED SEPTEMBER 30, 1992
UNAUDITED
("000's" Omitted)
(a) Gives retroactive effect to the disposition/retirement of the Company's
Refineries and the discontinuance of the Company's refining segment
operations as though the events occurred on October 1, 1991.
(b) Adjusts the Company's tax provision such that the resulting tax provision
reflects income tax expense related to the Company's non-refining business
segments. Net operating loss carryforwards applicable to such non-refining
segments effectively reduce the tax provision to zero.
(c) Reflects the reduction in outstanding shares that would have occurred if
the Company had not paid debt issuance costs and processing/offtake
agreement issuance costs applicable to the refining segment through
issuance of its own shares. As a result of the MG Settlement (described in
the Company's September 30, 1994 Form 10-K) such shares were later returned
to the Company.
SIGNATURE
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.
CASTLE ENERGY CORPORATION
Date: October 16, 1995 By: /s/ JOSEPH L. CASTLE
----------------- ------------------------------------
Joseph L. Castle
Chairman and Chief Executive Officer