-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KxlfYj6PSEyyojSQtAOFxa10IGAxAvQrLBikshvMOttUaJaRcgTnSMXgS1Xfj8QL UyrJzUXLBaPV0Ih/qyw2CQ== 0000950116-05-001080.txt : 20060309 0000950116-05-001080.hdr.sgml : 20060309 20050321152046 ACCESSION NUMBER: 0000950116-05-001080 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050321 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CASTLE ENERGY CORP CENTRAL INDEX KEY: 0000709355 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760035225 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: ONE RADNOR CORPORATE CTR STE 250 STREET 2: 100 MATSONFORD RD CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 6109959400 MAIL ADDRESS: STREET 1: ONE RADNOR CORPORATE CENTER SUITE 250 STREET 2: 100 MATSONFORD CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: MINDEN OIL & GAS INC/NEW DATE OF NAME CHANGE: 19861117 FORMER COMPANY: FORMER CONFORMED NAME: MINDEN HOLDING CO DATE OF NAME CHANGE: 19830310 CORRESP 1 filename1.txt CASTLE ENERGY CORPORATION 375 SOUTH GULPH ROAD SUITE 260 KING OF PRUSSIA, PA 19406 610-992-9900 March 21, 2005 Ms. Sandy Eisen Securities and Exchange Commission 450 Fifth Street, NW Washington, DC 20549 Dear Ms. Eisen: In response to your questions concerning whether audited financial statements were required concerning the Appalachian oil and gas properties acquired by Castle Energy Corporation in March 2004, I enclose related questions and answers and calculations supporting the acquisition not meeting any of the 20% criteria requiring an audit. If you have any questions, please do not hesitate to call. Sincerely yours, /s/ RICHARD E. STAEDTLER ------------------------------------- Richard E. Staedtler Chief Financial Officer RES/sp Attachment CASTLE ACQUISITION OF PROPERTIES SEC QUESTIONS AND ANSWERS I. Background In March 2004 Castle made an acquisition from Delta as follows: Acquired 100% of Delta's Appalachian properties (140 wells interests) for $8,000,000 cash. Effective date = January 1, 2004, closing date = April 1, 2004. Expected cash flow from the effective date till closing is $450,000, which would reduce the purchase price to $7,550,000. A. What tests determine if audited financials and pro formas need to be filed? 1. The significant subsidiary tests. If any of the three significant subsidiary criteria exceed 20%, pro formas and audited financials will be required. The minimum criterion for both pro formas and at least one year of audited financials is the same - at least one of the 3 significant subsidiary criteria must exceed 20%. B. Does this acquisition reach the 20% criterion on any of the three significant subsidiary criteria? No - as follows:
ESTIMATED FINAL PURCHASE PURCHASE REFERENCE CRITERION PRICE 3/31/04 PRICE 9/30/04 --------- --------- ------------- ------------- SEC 1 SX 210.1-02 (W)(1) $ 8,000 = 16.1% $ 7,782 = 15.6% ------- ------- $49,808(2) $49,808 N/A SEC 2 SX 210.1-02 (W) N/A N/A SEC 3 SX 210.1-02 (W)(3) $1,041(1) = 19.3% 12.5%-19.3% ------ $5,375(3)
- ---------------------- (1) Delta has paid for and Castle must assume (although perhaps reduce) cost of the Pittsburgh office; if this is factored in, pre-tax income is approximately $675 and percentage is 12.5%. (2) Castle consolidated assets at September 30, 2003 = latest annual audited balance sheet. (3) 9/30/03 - ($2,350) ignored = loss)* 9/30/02 - ($759) ignored = loss)* 9/30/01 - $2,097 9/30/00 - $2,778 $16,127/3 = $5,375 9/30/99 - $11,272 * Losses are ignored in computation. -----END PRIVACY-ENHANCED MESSAGE-----