-----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, WmKJMxOVnpBQD5WRm0IZe7IqgqSFXrPAjRZneiqCby0Db8yag6E2mhyYzquPBVup KO+oOVcmMIsFleYBZ9Q8Xg== 0000941158-95-000011.txt : 19951119 0000941158-95-000011.hdr.sgml : 19951119 ACCESSION NUMBER: 0000941158-95-000011 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951114 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: 95592177 BUSINESS ADDRESS: STREET 1: 200 W DOUGLAS STREET 2: STE 820 CITY: WICHITA STATE: KS ZIP: 67202 BUSINESS PHONE: 3162694310 MAIL ADDRESS: STREET 1: 200 W DOUGLAS STREET 2: STE 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 September 30, 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. Douglas 67202 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 September 30, 1995 - 15,996,289 PART I FINANCIAL INFORMATION Item 1. FINANCIAL STATEMENTS Balance Sheets 3 - 4 Statements of Operations 5 Statements of Stockholders' Equity 6 Statements of Cash Flows 7 Selected Notes to Financial Statements 8 - 9 Item 2. MANAGEMENT'S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9 - 10 PART II OTHER INFORMATION Item 1. Legal Proceedings 11 Item 5. Other Information 11 Item 6. Exhibits and Reports on Form 8-K 11 HIGH PLAINS CORPORATION Balance Sheets (Unaudited) September 30, 1995 and June 30, 1995
September 30, June 30, Assets 1995 1995 (Unaudited) ** Current Assets: Cash $ 152,045 $ 600,381 Trade accounts receivable (less allowance of $100,000 and $110,000 respectively) 5,385,048 3,948,761 Inventories 3,717,188 2,645,277 Current portion of long-term notes receivable 104,992 96,691 Prepaid expenses 314,555 384,859 ----------- ----------- Total current assets 9,673,828 7,675,969 ----------- ----------- Property, plant and equipment, at cost: Land and land improvements 142,283 142,283 Ethanol plant 73,733,991 72,387,277 Other facilities and equipment 303,105 300,210 Office equipment 232,332 231,284 Leasehold improvements 48,002 48,002 ----------- ----------- 74,459,713 73,109,056 Less accumulated depreciation 15,498,882 14,806,417 ----------- ----------- Net property, plant and equipment 58,960,831 58,302,639 ----------- ----------- Other assets: Property and equipment held for resale 798,763 798,763 Deferred loan costs (less accumulated amortization of $98,786 and $65,857 respectively) 386,913 411,610 Long-term notes receivable 239,935 265,711 Other 57,359 62,609 ----------- ----------- Total other assets 1,482,970 1,538,693 ----------- ----------- $70,117,629 $67,517,301 =========== =========== See accompanying notes to financial statements. ** From audited financial statements.
HIGH PLAINS CORPORATION Balance Sheets Continued (Unaudited) September 30, 1995 and June 30, 1995
September 30, June 30, Liabilities and Stockholders' Equity 1995 1995 (Unaudited) ** Current liabilities: Current maturities of short-term debt $ 1,211,052 $ -0- Current maturities of long-term debt 3,778 534 3,876,972 Accounts payable 3,874,516 3,796,048 Accrued interest 199,059 185,163 Accrued payroll and property taxes 578,478 356,108 ----------- ----------- Total current liabilities 9,641,639 8,214,291 ----------- ----------- Long-term debt, excluding current maturities 18,159,415 19,052,272 ----------- ----------- Stockholders' equity: Common stock, $.10 par value, authorized 50,000,000 shares; issued 15,470,947 shares and 15,996,299 shares at September 30, 1995 and June 30, 1995, respectively, of which 289,770 shares were held as treasury stock 1,599,629 1,547,095 Additional paid-in capital 36,328,477 34,738,760 Retained earnings 4,632,846 4,209,260 ----------- ----------- 42,560,952 40,495,115 Less: Treasury stock - at cost (244,377) (244,377) ----------- ----------- Total stockholders' equity 42,316,575 40,250,738 ----------- ----------- $70,117,629 $67,517,301 =========== =========== See accompanying notes to financial statements. ** From audited financial statements.
HIGH PLAINS CORPORATION Statements of Operations (Unaudited) Three Months Ended September 30, 1995 and 1994
Three Months Three Months Ended Ended September 30, September 30, 1995 1994 Net Sales $20,061,945 $ 8,070,925 Cost of sales 18,715,073 7,059,988 ----------- ----------- Gross profit 1,346,872 1,010,937 Selling, general and administrative expenses 306,791 341,995 ----------- ----------- Operating income 1,040,081 668,942 Other income (deductions): Interest expense (623,638) -0- Gain (loss) on sale of equipment -0- 73,592 Interest and other income 15,645 1,363 ----------- ----------- (607,993) 74,955 ----------- ----------- Net earnings before income taxes 432,088 743,897 Income taxes 8,502 14,878 ----------- ----------- Net earnings $ 423,586 $ 729,019 =========== =========== Earnings per common and common equivalent share: Net Earnings (loss) $ .03 $ .05* =========== =========== See accompanying notes to financial statements. * Restated for comparative purposes.
HIGH PLAINS CORPORATION Statements of Stockholders' Equity (Unaudited) Three Months Ended September 30, 1995
Common Stock - ------------------------------------------------------------------------------------------------------ Additional Number Amount Paid-in Retained Treasury Total of Shares Capital Earnings Stock - ------------------------------------------------------------------------------------------------------ Balance, June 30, 1995 15,470,947 $ 1,547,095 $ 34,738,760 $ 4,209,260 $ (244,377) $40,250,738 Exercise of Options 525,342 52,534 1,589,717 1,642,251 Net Income for the Quarter 423,586 423,586 - ------------------------------------------------------------------------------------------------------ Balance, September 30, 1995 15,996,289 $ 1,599,629 $ 36,328,477 $ 4,632,846 $ (244,377) $42,316,575 ====================================================================================================== See accompanying notes to financial statements.
HIGH PLAINS CORPORATION Statements of Cash Flows (Unaudited) Three Months Ended September 30, 1995 and 1994
1995 1994 - ----------------------------------------------------------------------------- Cash flows from operating activities: Net income $ 423,586 $ 729,019 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and Amortization 692,465 330,528 Changes in operating assets and liabilities: Trade accounts receivable (1,436,287) (746,544) Inventories (1,071,911) 176,401 Prepaid expenses 70,304 273,391 Accounts payable 78,468 (332,242) Accrued interest 13,896 64,693 Accrued payroll, taxes, and other 222,370 (38,508) Current Maturities of long-term debt (98,438) -0- - ----------------------------------------------------------------------------- Net cash provided by operating activities (1,105,547) 456,738 - ----------------------------------------------------------------------------- Cash flows from investing activities: Acquisition of property, plant and equipment (1,350,657) (6,050,484) (Increase) Decrease in other non-current assets 29,947 (12,674) - ----------------------------------------------------------------------------- Net cash used in investing activities (1,320,710) (6,063,158) - ----------------------------------------------------------------------------- Cash flows from financing activities: Proceeds from short-term debt 1,211,052 -0- Proceeds from long-term debt -0- 5,825,068 Payment on long-term debt (892,857) -0- Proceeds from exercise of options 1,642,251 -0- Payments on notes receivable 17,475 -0- - ----------------------------------------------------------------------------- Net cash provided by financing activities 1,977,921 5,825,068 - ----------------------------------------------------------------------------- Increase (decrease) in cash and cash equivalents (448,336) 218,648 Beginning of quarter 600,381 131,105 - ----------------------------------------------------------------------------- End of quarter $ 152,045 $ 349,753 ============================================================================= 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 normally 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 September 30, 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 September 30, 1995. (2) FINANCIAL ARRANGEMENTS On July 14, 1995, the Company entered into a third amendment to the Credit Agreement with Bank One, Indianapolis, N.A. which amended the December 30, 1993, agreement and restated certain provisions allowing for a revolving loan to fund working capital requirements and the issuance of standby letters of credit as needed by the Company in its normal course of business. Advances in amounts not to exceed in the aggregate three million dollars or twenty-five million dollars minus the outstanding principal balance of the term loan, may be requested by the Company. The revolving loan interest rate is 1.5% over Bank One prime rate. The revolving loan matures on June 30, 1996, however, Bank One, may at its discretion extend the maturity date from time to time. During the three months ended September 30, 1995, the Company made advances totaling $1,211,052 on its revolving loan. The interest rate at September 30, 1995, was 9.7%. In addition, on July 17, 1995, Bank One issued on behalf of the Company a $1,000,000 standby letter of credit for the benefit of Farmland, Industries, Inc., pursuant to the Company's exclusive grain supply agreement. (3) Stock Options On July 7, 1995, 72,000 options were exercised at $8.344 per share and were not subject to reload provisions. In August of 1995 the following options were exercised and granted corresponding reloads. Date Exercised Reload Options ------- ------------------- ------------------ 8/14/95 14,400 $ .6076 14,400 $6.125 8/14/95 28,800 1.8889 28,800 6.125 8/14/95 28,800 1.4653 28,800 6.125 8/30/95 50,000 3.3438 50,000 5.50 MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Item 2. THREE MONTHS ENDED SEPTEMBER 30, 1995 and 1994 Net Sales and Operating Expenses and Results of Operations. Net sales for the three months ended September 30, 1995 were higher than net sales for the same period ended September 30, 1994. During the three months ended September 30, 1995, 12,309,160 gallons of ethanol were sold at an average price of $1.13 per gallon, compared to 4,572,748 gallons sold during the same period ended September 30, 1994, at an average price of $1.29 per gallon. Lower ethanol prices are a result of a slower than normal seasonal upward movement in prices, which generally occurs in August and September, that did not begin to affect pricing until October. Cost of sales as a percentage of net sales was 93.3% and 87.5% for the three month periods ended September 30, 1995 and 1994, respectively. The increase in cost of sales as a percentage of sales was due primarily to an increase in grain feedstock costs. For the three months ended September 30, 1995 average grain costs increased 11.2% to $2.69 per bushel compared to $2.42 per bushel for the same period ended September 30, 1994. Selling, general and administrative expenses decreased 10.3% for the three months ended September 30, 1995, compared to the same period ended September 30, 1994. The decrease results from the reduction in selling expenses related to the elimination of the Company's in-house marketing of its by-products. Net Earnings declined 41.9% for the three months ended September 30, 1995 over the same period in 1994. The decrease in net earnings results primarily from lower ethanol prices and higher grain feedstock prices. Liquidity and Capital Resources The Company's primary source of funds during the first fiscal quarter of 1996 were from the exercise of options by officers and a former employee, with proceeds totalling $1,642,251 and from advances on short-term borrowing totalling $1,211,052. At September 30, 1995, the Company had a working capital surplus of $32,189. The increase in working capital resulted from the net effect of the proceeds from the exercise of options, an increase in trade accounts receivable and inventories offset by an increase in short-term borrowings. Capital expenditures in the first three months of fiscal 1996 amounted to $1,350,657 compared to $6,050,484, for the same period in fiscal 1995. These expenditures were primarily for improvements and modifications at the York, Nebraska facility. In the opinion of management, funds expected to be generated from future operations, the Company's ability to rely upon future secured borrowings will provide adequate liquidity for the foreseeable future. The Company may however, issue debt and equity securities as additional sources of financing as needed. Seasonality Ethanol prices on products sold into oxygen markets, mandated under the Federal Oxygen Program did not begin their seasonal increase until early October. This was due to increased competition and larger inventories carried through the summer months. Beginning in March, 1996, the Company anticipates demand for ETBE, a low vapor pressure oxygenate, to increase in response to Federal and State air quality programs requiring gasoline fuels to have a low vapor pressure. Consequently, it is anticipated that ethanol, a major component of ETBE will experience a similar increase in demand. This increase in demand, especially through the summer months should reduce the high inventory levels experienced in previous summers. PART II OTHER INFORMATION Item 1. LEGAL PROCEEDINGS No new legal proceedings were instigated during the quarter ended September 30, 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. OTHER INFORMATION None. Item 6. EXHIBITS AND REPORTS ON FORM 8-K a). Exhibit 27-1 Financial Data Schedule b). Reports on Form 8-K. During the quarter for which this report is filed, no reports of the Company on Form 8-K have been filed. 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 Date November 13, 1995 Raymond G. Friend Executive Vice President Chief Financial Officer EX-27 2
5 3-MOS JUN-30-1996 SEP-30-1995 152,045 0 5,485,048 100,000 3,717,188 9,673,828 74,459,713 15,498,882 70,117,629 9,641,639 18,159,415 1,599,629 0 0 40,716,946 70,117,629 20,061,945 20,061,945 18,715,073 18,715,073 291,146 0 623,638 432,088 8,502 423,586 0 0 0 423,586 .03 .03
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