-----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, IQZcGDLw/MUpRgVxvvJaWj+3/PVtf+bKMB4mKZsWQuOE6QANOtzyMgcGW5Gere4j Ods2oWs7ZKmw0DQskzsNsA== 0000941158-96-000030.txt : 19961118 0000941158-96-000030.hdr.sgml : 19961118 ACCESSION NUMBER: 0000941158-96-000030 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960930 FILED AS OF DATE: 19961114 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: 96666409 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, 1996 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, 1996 - 15,928,111 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, 1996 and June 30, 1996
September 30, June 30, Assets 1996 1996 (Unaudited) ** Current Assets: Cash and cash equivalents $ 1,076,576 $ 8,889,246 Trade accounts receivable (less allowance of $100,000) 1,853,642 1,839,809 Inventories 1,618,632 1,680,843 Current portion of long-term notes receivable 109,170 106,552 Prepaid expenses 2,778,423 545,171 Refundable income taxes 410,259 410,259 Total current assets 7,846,702 13,471,880 Property, plant and equipment, at cost: Land and land improvements 142,283 142,283 Ethanol plants 79,379,236 77,217,199 Other equipment 380,164 417,559 Office equipment 237,085 237,085 Leasehold improvements 48,002 48,002 80,186,770 78,062,128 Less accumulated depreciation (18,251,596) (17,573,003) Net property, plant and equipment 61,935,174 60,489,125 Other assets: Property and equipment held for resale 451,090 451,090 Deferred loan costs (less accumulated amortization of $191,176 and $164,644, respectively) 356,029 312,823 Long-term notes receivable 285,866 314,159 Other 57,018 57,018 Total other assets 1,150,003 1,135,090 $70,931,879 $75,096,095 See accompanying notes to financial statements. ** From audited financial statements.
HIGH PLAINS CORPORATION Balance Sheets Continued (Unaudited) September 30, 1996 and June 30, 1996
September 30, June 30, Liabilities and Stockholders' Equity 1996 1996 (Unaudited) ** Current liabilities: Current maturities of long-term debt $ 2,391,116 $ 4,928,618 Accounts payable 3,521,703 692,135 Estimated contract commitments 165,209 629,093 Accrued interest -0- 156,294 Accrued payroll and property taxes 600,868 492,590 Total current liabilities 6,678,896 6,898,730 Revolving line-of-credit 2,000,000 2,000,000 Long-term debt, excluding current maturities 10,099,468 12,460,274 Other 163,770 155,748 12,263,238 14,616,022 Stockholders' equity: Common stock, $.10 par value, authorized 50,000,000 shares; issued 16,319,289 shares and 16,247,289 shares at September 30, 1996 and June 30, 1996, respectively, of which 391,178 shares were held as treasury stock 1,631,929 1,624,729 Additional paid-in capital 36,986,198 36,752,644 Retained earnings 14,192,098 16,030,337 52,810,225 54,407,710 Less: Treasury stock - at cost (737,660) (737,660) Deferred compensation (82,820) (88,707) Total stockholders' equity 51,989,745 53,581,343 $70,931,879 $75,096,095 See accompanying notes to financial statements. ** From audited financial statements.
HIGH PLAINS CORPORATION Statements of Operations (Unaudited) Three Months Ended September 30, 1996 and 1995
Three Months Three Months Ended Ended September 30, September 30, 1996 1995 Net sales and revenues $ 1,339,233 $20,061,945 Cost of products sold 2,567,568 18,715,073 Gross profit (1,228,335) 1,346,872 Selling, general and administrative expenses 313,177 306,791 Operating income (loss) (1,541,512) 1,040,081 Other income (expense): Interest expense (395,358) (623,638) Loss on sale of equipment (5,906) -0- Interest and other income 67,022 15,645 (334,242) (607,993) Net earnings (loss) before income taxes (1,875,754) 432,088 Income tax (expense) benefit 37,515 (8,502) Net earnings (loss) $(1,838,239) $ 423,586 Earnings per common and common equivalent share: Net earnings (loss) $ (.11) $ .03 See accompanying notes to financial statements. * Restated for comparative purposes.
HIGH PLAINS CORPORATION Statements of Stockholders' Equity (Unaudited) Three Months Ended September 30, 1996
Common Stock Additional Number Amount Paid-in Retained Treasury Deferred Total of Shares Capital Earnings Stock Compensation Balance, June 30, 1996 16,247,289 $ 1,624,729 $ 36,752,644 $16,030,337 $ (737,660) $ (88,707) $53,581,343 Exercise of Options 72,000 7,200 233,554 240,754 Amortization of deferred compensation 5,887 5,887 Net Loss for the Quarter (1,838,239) (1,838,239) Balance, September 30, 1996 16,319,289 $ 1,631,929 $ 36,986,198 $14,192,098 $ (737,660) $ (82,820) $51,989,745 See accompanying notes to financial statements.
HIGH PLAINS CORPORATION Statements of Cash Flows (Unaudited) Three Months Ended September 30, 1996 and 1995
1996 1995 Cash flows from operating activities: Net earnings (loss) $(1,838,239) $ 423,586 Adjustments to reconcile net earnings (loss) to net cash provided by operating activities: Depreciation and amortization 705,125 692,465 Amortization of deferred compensation 5,887 -0- Payments on notes receivable 25,675 17,475 Changes in operating assets and liabilities: Trade accounts receivable (13,833) (1,436,287) Inventories 62,211 (1,071,911) Prepaid expenses (2,233,252) 70,304 Accounts payable 2,829,568 78,468 Estimated contract commitments (463,884) -0- Accrued interest (156,294) 13,896 Accrued payroll, taxes, and other 108,278 222,370 Net cash provided by operating activities (968,758) (989,634) Cash flows from investing activities: Acquisition of property, plant and equipment (2,124,642) (1,350,657) (Increase)decrease in other non-current assets (69,738) 29,947 Net cash used in investing activities (2,194,380) (1,320,710) Cash flows from financing activities: Proceeds from short-term debt -0- 1,211,052 Payment on long-term debt (4,898,308) (991,295) Proceeds from exercise of options 240,754 1,642,251 Increase in other non-current liabilities 8,022 -0- Net cash provided by financing activities (4,649,532) 1,862,008 Decrease in cash and cash equivalents (7,812,670) (448,336) Cash and cash equivalents: Beginning of quarter 8,889,246 600,381 End of quarter $ 1,076,576 $ 152,045 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, 1996. (2) FINANCIAL ARRANGEMENTS Subsequent to September 30, 1996 the Company executed an amendment to its term loan agreement, effective as of October 15, 1996. This amendment provided the Company with rights to enter into a capital lease obligation for the financing of certain capital expenditures. These expenditures represent the modifications to the York plant which will allow the Company to produce industrial grade ethanol. Included in this amendment is a waiver of any pre-payment penalty should the Company pay the outstanding balance of its term loan on or before April 30, 1997. Also, beginning December 31, 1996 the Company has agreed to make reduced principal payments on the term loan in equal monthly installments of $236,080 through October 31, 1997. After October 31, 1997, the Company will resume its original monthly principal payments of $297,619 until maturity. (3) Stock Options On September 6, 1996, 72,000 options were exercised at $3.344 per share, with a corresponding reload granted for 72,000 options at $3.75 per share. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Item 2. THREE MONTHS ENDED SEPTEMBER 30, 1995 and 1994 Net Sales and Revenues and Operating Expenses and Results of Operations. Net sales and revenues for the three months ended September 30, 1996 were lower than net sales and revenues for the same period ended September 30, 1995. During the three months ended September 30, 1996, 1,004,642 gallons of ethanol were sold at an average price of $1.19 per gallon, compared to 12,309,160 gallons sold during the same period ended September 30, 1995, at an average price of $1.13 per gallon. Lower net sales and revenues were a direct result of suspended operations at the York Plant for the entire period and production on a very limited basis in September 1996 for the Colwich Plant. Cost of products sold as a percentage of net sales and revenues was 191.7% and 93.3% for the three month periods ended September 30, 1996 and 1995, respectively. The increase in cost of products sold as a percentage of net sales and revenues was due primarily to increased labor costs as furloughed employees were rehired for both plants, in addition to cost incurred related to startup. Also, cost of products sold were higher due to production inefficiency resulting from the Colwich plant startup. Selling, general and administrative expenses insignificantly increased for the three months ended September 30, 1996, compared to the same period ended September 30, 1995. In anticipation of the startup of both production facilities, the Company's headquarters have returned to full staff. Net Earnings declined 533% for the three months ended September 30, 1996 from the same period in 1995. The decrease in net earnings results primarily from suspension of operations at the York plant and the initial startup of the Colwich Plant in mid-September 1996. At June 30, 1996, the Company had temporarily suspended operations at both of it production facilities. In September 1996, the Company began rehiring furloughed employees, which allowed the Colwich, Kansas plant to begin production in mid-September 1996. Preparation for startup at the York, Nebraska plant began in early October with production coming on-line by late October 1996. Production at full capacity is anticipated to be achieved no later than November 30, 1996. Liquidity and Capital Resources The Company's primary source of funds during the first fiscal quarter of 1997 were from the exercise of options by an officer with proceeds totalling $240,754 and cash from the Company's limited operations. At September 30, 1996, the Company had a working capital surplus of $1,167,806. Working capital decreased compared to the June 30, 1996 surplus of $6,573,150. This decrease is the net effect of the proceeds from the exercise of options, the decrease in long-term debt due to the pre-payment of principal totalling $4,600,000 and the increase in trade payables. Capital expenditures in the first three months of fiscal 1997 amounted to $2,124,642 compared to $1,350,657, for the same period in fiscal 1996. These expenditures were primarily for modifications at the York, Nebraska plant to enable the Company to produce industrial grade ethanol. In October 1996, the Company amended its loan agreement with its primary lender. This amendment provides for the resumption of principal payments beginning December 31, 1996. For additional information regarding resumption of payments see Footnote (2) Financial Arrangements. The Company believes that the resumption of the term loan payments will not have a material negative affect on its liquidity. With the Company's production facilities coming back on-line during September for the Colwich plant and late October for the York plant, it is anticipated that cash from operating activities will be adequate to satisfy its liquidity needs including the re-instated debt service. 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 Due to higher than normal grain prices, ethanol production declined during the summer months of 1996. Thus, inventory levels entering into the Federal Oxygen Program season were below typical levels. With the lower than normal inventories and with the seasonal increase in demand due to the Federal Oxygen Program, the Company anticipates ethanol prices will increase during the fall and winter months. PART II OTHER INFORMATION Item 1. LEGAL PROCEEDINGS No new legal proceedings were instigated during the quarter ended September 30, 1996 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 12, 1996 Raymond G. Friend Executive Vice President Chief Financial Officer EX-27 2
5 3-MOS JUN-30-1997 SEP-30-1996 1,076,576 0 2,348,678 100,000 1,618,632 7,846,702 80,186,770 18,251,596 70,931,879 6,678,896 14,490,584 0 0 163,929 50,357,816 70,931,879 1,339,233 1,339,233 2,567,568 2,567,568 319,083 0 395,358 (1,875,754) (37,515) (1,838,239) 0 0 0 (1,838,239) .11 .11
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