-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, st8v2t+fl2tLwI63OEsgdl5AgiBO8DzXTKLOyQn1SGiOCs76SBDvjBm+c37JVy1o vVRLUbl028Z0vzy8cbhOwQ== 0000941158-95-000001.txt : 19950517 0000941158-95-000001.hdr.sgml : 19950516 ACCESSION NUMBER: 0000941158-95-000001 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950512 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HIGH PLAINS CORP CENTRAL INDEX KEY: 0000317551 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 480901658 STATE OF INCORPORATION: KS FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-08680 FILM NUMBER: 95537956 BUSINESS ADDRESS: STREET 1: 200 W DOUGLAS STREET 2: SUITE 820 CITY: WICHITA STATE: KS ZIP: 67202 BUSINESS PHONE: 3162694310 MAIL ADDRESS: STREET 1: 200 W DOUGLAS STREET 2: SUITE 820 CITY: WICHITA STATE: KS ZIP: 67202 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN GASOHOL REFINERS INC DATE OF NAME CHANGE: 19830807 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the quarterly period ended March 31, 1995 or [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from __________ to __________ Commission file number 1-8680 HIGH PLAINS CORPORATION (Exact name of registrant as specified in its charter) Kansas#48-0901658 (State or other jurisdiction of(IRS Employer incorporation or organization)Identification No.) 200 W. Douglas67202 Suite #820 (Zip Code) Wichita, Kansas (Address of principal executive offices) (316)269-4310 (Registrant's telephone number) Indicate by check mark 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 APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. YES NO Common Stock, Par Value $.10 per share, Outstanding at March 31, 1995 - 15,124,722 PART I FINANCIAL INFORMATION Item 1. CONSOLIDATED FINANCIAL STATEMENTS Consolidated Balance Sheets 3 - 4 Consolidated Statements of Operations 5 Consolidated Statements of Stockholders' Equity 6 Consolidated Statements of Cash Flow 7 Selected Notes to Consolidated Financial Statements 8-9 Item 2. MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10-12 PART II OTHER INFORMATION Item 1. Legal Proceedings 13 Item 5. Other Information 13 Item 6. Exhibits and Reports on Form 8-K 13 Exhibit 1 14 HIGH PLAINS CORPORATION Consolidated Balance Sheets (Unaudited) March 31, 1995 and June 30, 1994
March 31, June 30, Assets 1995 1994 (Unaudited) ** Current Assets: Cash $ 95,051 $ 131,105 Trade accounts receivable (less allowance of $100,000) 6,805,002 2,067,572 Inventories 3,048,440 941,862 Land and building held for resale 320,378 -0- Equipment held for resale 310,842 310,842 Refundable income taxes -0- 107,825 Prepaid expenses 385,721 461,939 Total current assets 10,965,434 4,021,145 Property, plant and equipment, at cost: Land and land improvements 177,783 177,783 Ethanol plants 70,848,838 37,502,487 Other facilities and equipment 269,446 249,662 Office equipment 212,470 248,983 Leasehold improvements 47,771 43,798 Construction in progress -0- 19,105,781 71,556,308 57,328,494 Less accumulated depreciation 14,223,240 12,949,388 Net property, plant and equipment 57,333,068 44,379,106 Other assets: Deferred loan costs, (less amortization of $41,146) 436,312 446,819 Start up costs, (less amortization of $13,050) 247,949 -0- Long-term note receivable 224,242 -0- Investments and other assets 17,258 68,413 Total other assets 925,761 515,232 $69,224,263 $48,915,483 ** From audited financial statements. See accompanying notes to financial statements.
HIGH PLAINS CORPORATION Consolidated Balance Sheets, Continued (Unaudited) March 31, 1995 and June 30, 1994
March 31, June 30, Liabilities and Stockholders' Equity 1995 1994 (Unaudited) ** Current liabilities: Current maturities of long-term debt 3,571,429 2,083,333 Short-term borrowings 1,000,000 -0- Accounts payable 4,004,995 3,858,686 Accrued interest 194,584 79,464 Accrued payroll and taxes 493,061 233,136 Income taxes payable 181,826 -0- Total current liabilities 9,445,895 6,254,619 Long-term debt, excluding current maturities 19,940,476 10,248,339 Stockholders' equity: Cumulative preferred stock -0- 150,000 Common stock, $.10 par value, authorized 50,000,000 shares; issued 15,414,162 shares and 11,031,988 shares at March 31, 1995, and June 30, 1994, respectively, of which 289,440 shares and 217,080 shares were held as treasury stock at March 31, 1995, and June 30, 1994, respectively 1,541,416 1,103,199 Additional paid-in capital 34,439,957 33,266,850 Retained earnings (deficit) 4,100,896 (1,863,147) 40,082,269 32,656,902 Less: Treasury stock - at cost (244,377) (244,377) Total stockholders' equity 39,837,892 32,412,525 $69,224,263 $48,915,483 ** From audited financial statements. See accompanying notes to financial statements.
HIGH PLAINS CORPORATION Consolidated Statements of Operations (Unaudited) Three Months Ended March 31, 1995 and 1994 and Nine Months Ended March 31, 1995 and 1994
Three Months Ended Nine Months Ended March 31, March 31, 1995 1994 1995 1994 Net Sales $17,710,570 9,553,942 $34,810,011 26,889,550 Cost of sales 13,941,450 9,660,017 27,219,878 24,310,786 Gross profit (loss) 3,769,120 (106,075) 7,590,133 2,578,764 Selling, general and administrative expenses 418,455 305,989 1,076,755 1,072,929 Operating income (loss) 3,350,665 (412,064) 6,513,378 1,505,835 Other income (deductions): Interest income-and other 14,789 273 33,765 753 Interest expense (592,847) -0- (592,927) -0- Gain on sale of equipment 18,900 -0- 92,492 10,000 Other miscellaneous income 221,746 -0- 223,122 -0- (337,412) 273 (243,548) 10,753 Net earnings (loss) before income taxes 3,013,253 (411,791) 6,269,830 1,516,588 Income tax (expense)benefit (232,542) 16,303 (305,787) (28,785) Net earnings (loss) $ 2,780,711 (395,488) $ 5,964,043 1,487,803 Earnings (loss) per common and dilutive common equivalent share $ .18 (.03)* $ .38 .10* Weighted average shares outstanding 15,869,137 15,819,520* 15,763,167 15,661,084* * Restated for comparative purposes. See accompanying notes to financial statements.
HIGH PLAINS CORPORATION AND SUBSIDIARY Consolidated Statements of Stockholders' Equity (Unaudited) Nine Months Ended March 31, 1995
Preferred Common Stock Stock Additional Retained Number Amount Number Amount Paid -in Earnings Treasury Total of Shares of Shares Capital (Deficit) Stock Balance, June 30, 1 25,000 $ 150,000 11,031,988 $1,103,199 $33,266,850 $ (1,863,147) $(244,377) $32,412,525 Net earnings for quarter 729,019 729,019 Balance, September 25,000 $ 150,000 11,031,988 $1,103,199 $33,266,850 $ (1,134,128) $(244,377) $33,141,544 Exchange of preferred stock for common s(25,000) (150,000) 36,918 3,692 146,308 Exercise of options 43,800 4,380 31,098 35,478 Four for three split 3,704,283 370,428 (370,428) Net earnings for quarter 2,454,313 2,454,313 Balance, December 31, -0- -0- 14,816,989 $1,481,699 $33,073,828 $ 1,320,185 $(244,377) $35,631,335 Exercise of options 499,961 49,996 1,375,850 1,425,846 Adjustment on stock split 97,212 9,721 (9,721) Net earnings for quarter 2,780,711 2,780,711 Balance, March 31, 1995 15,414,162 $1,541,416 $34,439,957 $ 4,100,896 $(244,377) $39,837,892 See accompanying notes to financial statements.
HIGH PLAINS CORPORATION Consolidated Statements of Cash Flow (Unaudited) Nine Months Ended March 31, 1995 and 1994
1995 1994 Operating activities: Net income $ 5,964,043 $ 1,487,803 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 1,273,852 1,607,020 Amortization of deferred compensation -0- 458,449 Changes in operating assets and liabilities: Trade accounts receivable (4,737,430) (1,095,721) Inventories (2,106,578) (625,051) Prepaid expenses 76,218 (428,420) Refundable income taxes 107,825 -0- Accounts payable 146,309 2,872,048 Accrued liabilities 556,871 (5,825) Net cash provided by operating activities 1,281,110 4,270,303 Investing activities: Proceeds from sale of assets 171,780 -0- Acquisition of property, plant and equipment (14,719,972) (12,058,572) Increase in other non-current assets (410,529) (75,811) Net cash used in investing activities (14,958,721) (12,134,383) Financing activities: Advances from short-term borrowings 1,000,000 -0- Advances from construction financing 12,668,328 7,934,881 Payments on long-term debt (1,488,095) -0- Funds received by exercise of stock options 1,461,324 -0- Net cash provided by financing activities 13,641,557 7,934,881 (Decrease) increase in cash and cash equivalents (36,054) 70,801 Cash and cash equivalents at beginning of period 131,105 230,773 Cash and cash equivalents at end of quarter $ 95,051 $ 301,574 See accompanying notes to financial statements.
HIGH PLAINS CORPORATION Selected Notes to Financial Statements (1) BASIS OF PRESENTATION The accompanying financial statements have been prepared by High Plains Corporation ("Company") without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and changes in financial position for the periods presented, have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principals have been condensed or omitted. The results of operations for the period ended March 31, 1995 are not necessarily indicative of the operating results for the entire year. CHANGE IN ACCOUNTING ESTIMATE Effective July 1, 1994, the Company revised its estimate of the useful lives of certain production facilities, machinery and equipment. Previously, these assets were in one class and depreciated over 20 years. These assets have now been componentized and assigned estimated useful lives of 5 to 40 years. These revisions were made to more properly reflect the true economic lives of the assets and to better align the Company's depreciable lives with the predominant practice in the industry. The effect of this change was to reduce depreciation and thus increase net income by approximately $165,657 or $.01 per share for the three months ended March 31, 1995, and $496,971 or $.03 per share for the nine months ended March 31, 1995. (2) FINANCIAL ARRANGEMENTS On February 10, 1995, the Company entered into a Second Amendment to Credit Agreement with Bank One, Indianapolis, N.A. which amended the original agreement dated December 31, 1994, to provide a waiver to loan provisions thus allowing the proposed sale of certain fixed assets of the Engineering Division and Grains Commodities Department to a former officer. Additionally, the amendment provides for a temporary overline loan for the purpose of funding short-term working capital needs. On February 13, 1995, the Company advanced $1,000,000 against this overline loan provision, and is due to mature on June 13, 1995. (3) STOCK SPLIT On December 21, 1994, the Company's Board of Directors announced a forward stock split effected as a dividend payable February 22, 1995. The stock split was a 4:3 split, increasing common stock issued by an estimated 3,704,283 shares. The consolidated balance sheets at STOCK SPLIT CONTINUED December 31, 1994, consolidated statements of stockholders' equity for the six months ended December 31, 1994, and all earnings per share calculations were restated to reflect this forward stock split. On February 22, 1995, common stock issued to effect the split totalled 3,801,495, requiring an adjustment to outstanding shares of common stock of 97,212 shares. This adjustment is the result of options exercised prior to the stock split payment date, requiring additional shares to be issued than originally estimated to effect the split. (3) STOCK OPTIONS During the quarter ended March 31, 1995, options to purchase shares of common stock were exercised at option prices as set forth below: Number Shares Option Price 183,600 $ .810 57,586 1.466 28,793 1.889 71,982 3.342 54,000 4.458 50,000 5.382 54,000 7.176 499,961 As a result of the exercise of these stock options, the Company received funds totalling $1,461,324. Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Nine Months Ended March 31, 1995 and 1994 Net Sales and Operating Expenses. Net sales for the nine months ended March 31, 1995, were 29.5% higher than net sales for the same period in 1994 due to an increase in ethanol production of 57.6% and a 6.3% increase in ethanol prices. During the nine months ended March 31, 1995, 19,583,060 gallons of ethanol were sold at an average price of $1.36 per gallon compared to 14,540,661 gallons from production sold during the nine months ended March 31, 1994, at an average price of $1.28 per gallon. Additionally, distillers grains sales during the nine months ended March 31, 1995, increased 52.6% compared to the same period in 1994. However, this increase in sales was offset by a 17.7% decline in sales price per ton. Ethanol and distillers grains were significantly higher for the nine months ended March 31, 1995, compared to the same period in 1994 due to the production contribution of the York, Nebraska plant which began operations in November, 1994. Cost of sales as a percentage of net sales was 78.2% and 90.4% for the nine month periods ended March 31, 1995, and 1994, respectively. The decrease in cost of sales as a percent of sales was due primarily to lower grain costs and the 26% reduction in depreciation expense. The Company's average cost of grain decreased to $2.21 per bushel for the nine months ended March 31, 1995, down from $2.47 per bushel for the same period in 1994, primarily due to lower cash grain prices. Selling, general and administrative expenses for the nine months ended March 31, 1995, increased slightly compared to the same period ended March 31, 1994. This increase is a net effect of a reduction in deferred compensation expense and an increase in administrative costs related to operations at the new production facility at York, Nebraska. Net Earnings. Net earnings increased 300.9% for the nine months ended March 31, 1995, from the same period in 1994. Net earnings increased from 5.5% to 17.1% of net sales due to the increase in gross profit in the 1995 period compared to the same period in 1994. Earnings per share at March 31, 1995, were 280% higher than earnings per share for the same period in 1994 due to the increase in net earnings. MATERIAL CHANGES IN RESULTS AND OPERATIONS THREE MONTHS ENDED MARCH 31, 1995 AND 1994 Net Sales and Operating Expenses and Results of Operations. Net sales for the three months ended March 31, 1995, increased 85.4% over the same period in 1994 due to an increase in ethanol production of 146.9% and a 16% increase in ethanol prices. During the quarter ended March 31, 1995, 10,380,288 gallons of ethanol were sold at an average price of $1.38, compared to 5,028,593 gallons sold during the same period in 1994 at an average price of $1.19 per gallon. The average sale price increase for the three months ended March 31, 1995, compared to the same period in 1994 results from increases in market prices for ethanol and increases in freight ranging from $.01 - $.04 per gallon due to increased shipping distances from the York, Nebraska plant. For the three months ended March 31, 1995 distillers grain sales increased 123.9% from the prior period in 1994, due to increased production, however, this was offset by the average sale price per ton decreasing by 29.9%. For the quarter ended March 31, 1994, the Company brokered ethanol for several producers. Sales from brokering activities amounted to $1,323,207 on 1,048,461 gallons, with net profits from sales of $52,453 or $.05 per gallon. During the quarter ended March 31, 1994, the Company did not broker any alcohol. Cost of sales as a percentage of net sales was 78.7% and 101.1% for the three month periods ended March 31, 1995, and 1994, respectively. The decrease in cost of sales as a percentage of net sales was due primarily to the average cost of grain per bushel decreasing 29.9% to $2.06 per bushel for the three months ended March 31, 1995, from $2.94 per bushel for the same period ended March 31, 1994. Grain costs were lower as a result of higher cash grain prices and losses experienced in the Company's grain trading account during the three months ended March 31, 1994. Selling, general and administrative expenses increased 36.8% for the three months ended March 31, 1995, compared to the period ended March 31, 1994. This increase results from increased administrative expenses associated with the management of the new plant at York, Nebraska. Net Earnings. Net earnings increased 803.1% for the three months ended March 31, 1995, from the prior period in 1994. Net earnings increased to 15.7% from (4.1%) of net sales. The increase in net earnings results from an increase in gross profit for the 1995 period from 1994. Earnings per share for the period ended March 31, 1995, increased from the same period in 1994 due to an increase in net earnings. Liquidity and Capital Resources The Company's primary sources of funds during the third fiscal quarter were cash flow from operations, exercise of options, and a temporary short-term loan from Bank One, Indianapolis, N.A. for $1,000,000 for working capital needs. At March 31, 1995, the Company had a working capital surplus of $1,519,539 compared to a working capital deficit of $2,233,374 at June 30, 1994. Cash flow from operating activities amounted to $1,281,110 for the first nine months of fiscal 1995 compared to $4,270,303 for the same period in fiscal 1994. The decrease in cash flow from operations in fiscal 1995 was attributable to increases in inventory levels as the York, Nebraska plant production achieved its rated capacity and an increase in trade receivables created by sales of inventory from the new plant. Capital expenditures in the first nine months of fiscal 1995 amounted to $14,719,972 compared to $12,058,572 for the same period in fiscal 1994. These expenditures were primarily made on the construction of the 30 million gallon per year facility in York, Nebraska. The cost of plant construction to date has been funded by long-term debt and by cash generated from operations. The York facility is completed and operational, any additional expenditures on the facility are expected to be funded by cash flow from operations. The Company, in anticipation of an additional loan payment based on 75% of cash flow and due during the first quarter of fiscal 1996, to Bank One, Indianapolis, N.A., is currently pursuing several alternatives to build sufficient cash reserves to meet this obligation. These alternatives include the segregation of funds from operations, seeking the exercise of options held by directors and officers, establishment of an open line-of-credit, or issuance of debt or equity securities. In the opinion of management adequate liquidity will be provided by operations or a combination of the alternatives noted above, for the foreseeable future. Seasonality Ethanol prices on product sold in mandated oxygen markets increased during the months of September through April, due to the Federal Oxygen Program. With the end of the Federal Oxygen Program for this wintertime period in March and April, the Company's ethanol prices were once again negatively affected with sales orders declining as customers work off current inventories. Wholesale gasoline prices remained soft for the entire quarter and continue to negatively affect, in all markets, ethanol sales which are based off of spot wholesale gasoline prices. However, as ETBE manufacturing increases in response to summertime use as an oxygenate, it is anticipated that ethanol demand will increase and prices will not be as negatively impacted as seen in prior summer seasons. PART II OTHER INFORMATION Item 1. LEGAL PROCEEDINGS No legal proceedings were instigated during the quarter ended March 31, 1995 which would be considered other than in the ordinary course of the Company's business. Item 2. CHANGES IN SECURITIES Not applicable. Item 3. DEFAULTS UPON SENIOR SECURITIES Not applicable. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. Item 5. EXHIBITS AND REPORTS ON FORM 8-K Not applicable. Item 6. EXHIBITS AND REPORTS ON FORM 8-K a) Exhibit: 1). Financial Data Schedule b). Reports on Form 8-K. During the quarter for which this report is filed, one Form 8-K was filed on February 2, 1995, concerning the sale of certain assets, and contractual commitments between the Company and ICM, Inc. a newly formed corporation owned by a fomer vice-president of the Company. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report be signed on its behalf by the undersigned thereunto duly authorized. HIGH PLAINS CORPORATION By Date Raymond G. Friend Chief Financial Officer POWER OF ATTORNEY I, Raymond G. Friend, Vice President Finance of High Plains Corporation hereby authorize Mary Lou Mulkeen of Washington Service Bureau to sign on behalf of High Plains Corporation in filing our Form 10-Q for the quarter ending March 31, 1994. Raymond G. Friend Date EX-27 2 ART 5 FDS FOR 3RD QTR 10-Q
5 9-MOS JUN-30-1995 MAR-31-1995 95,051 0 6,905,002 100,000 3,048,440 10,965,434 71,556,308 14,223,240 69,224,263 9,445,895 19,940,476 1,541,416 0 0 38,296,476 69,224,263 17,710,570 17,710,570 0 13,941,450 418,455 0 592,847 3,013,253 232,542 2,780,711 0 0 0 2,780,711 .18 .18
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