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, 1999 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
March 31, 1999 - 15,999,444
<PAGE>
<TABLE>
<S> <C>
PART I FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
Balance Sheets 3 - 4
Statements of Income 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 10 - 14
PART II OTHER INFORMATION
Item 1. Legal Proceedings 15
Item 4. Submission of Matters to a Vote of Security Holders 15
Item 6. Exhibits and Reports on Form 8-K 16
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<PAGE>
HIGH PLAINS CORPORATION
Balance Sheets
(Unaudited)
March 31, 1999 and June 30, 1998
<TABLE>
<CAPTION>
March 31, June 30,
1999 1998
Assets (Unaudited) **
<S> <C> <C>
Current Assets:
Cash and cash equivalents $ 1,114,398 $ 674,894
Accounts receivable
Trade (less allowance of $75,000
in 1999 and 1998) 5,612,555 4,500,579
Production credits and incentives
(less allowance of $124,222
and $0 in 1999 and
1998 respectively) 945,220 829,849
Inventories 4,753,607 6,328,232
Notes receivable 1,000,000 31,307
Prepaid expenses 519,316 85,168
Refundable income tax -0- 30,000
Total current assets 13,945,096 12,480,029
Property, plant and equipment, at cost:
Land and land improvements 450,403 433,496
Ethanol plants 94,625,920 92,906,633
Other equipment 565,552 473,345
Office equipment 304,913 279,278
Leasehold improvements 48,002 48,002
95,994,790 94,140,754
Less accumulated depreciation ( 26,658,234) ( 23,819,484)
Net property, plant and equipment 69,336,556 70,321,270
Other assets:
Equipment held for resale 123,504 264,554
Deferred loan costs (less accumulated
amortization of $64,172 and $38,095,
respectively) 131,879 117,890
Other 30,177 65,886
Total other assets 285,560 448,330
$ 83,567,212 $ 83,249,629
<FN>
See accompanying notes to financial statements.
** From audited financial statements.
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HIGH PLAINS CORPORATION
Balance Sheets Continued
(Unaudited)
March 31, 1999 and June 30, 1998
<TABLE>
<CAPTION>
March 31, June 30,
1999 1998
(Unaudited) **
Liabilities and Stockholders' Equity
<S> <C> <C>
Current liabilities:
Revolving lines-of-credit $ 8,850,000 $ 9,000,000
Current maturities of capital
lease obligations 520,280 500,852
Accounts payable 7,088,114 8,364,074
Accrued interest 168,899 223,722
Accrued payroll and property taxes 977,164 822,971
Deferred income taxes payable 161,000 -0-
Total current liabilities 17,765,457 18,911,619
Revolving line-of-credit 8,550,000 9,700,000
Capital lease obligations, less
current maturities 1,611,026 2,002,623
Deferred income taxes payable 982,041 -0-
Other 431,506 364,240
11,574,573 12,066,863
Stockholders' equity:
Common stock, $.10 par value,
authorized 50,000,000 shares; issued
16,410,622 shares at March 31, 1999
and June 30, 1998, of which 411,178
shares were held as treasury stock
at March 31, 1999 and June 30, 1998 1,641,062 1,641,062
Additional paid-in capital 37,457,167 37,457,167
Retained earnings 16,118,868 14,170,697
55,217,097 53,268,926
Less:
Treasury stock - at cost (863,911) (863,911)
Deferred compensation (126,004) (133,868)
Total stockholders' equity 54,227,182 52,271,147
$ 83,567,212 $ 83,249,629
<FN>
See accompanying notes to financial statements.
** From audited financial statements.
</TABLE>
<PAGE>
HIGH PLAINS CORPORATION
Statements of Income
(Unaudited)
Three Months Ended March 31, 1999 and 1998
and Nine Months Ended March 31, 1999 and 1998
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
March 31, March 31,
1999 1998 1999 1998
<S> <C> <C> <C> <C>
Net sales and revenues $23,920,820 $19,123,056 $73,086,754 $63,354,876
Cost of products sold 21,869,382 18,685,219 68,629,971 59,681,110
Gross profit 2,051,438 437,837 4,456,783 3,673,766
Selling, general and
administrative expenses 541,818 366,580 1,514,785 1,281,920
Operating income 1,509,620 71,257 2,941,998 2,391,846
Other income (expense):
Interest expense (402,180) (394,878) (1,300,587) (1,062,001)
Interest and other
income 15,541 31,348 283,658 93,168
Gain on sale of
equipment 933,000 -0- 1,166,143 1,050
546,361 (363,530) 149,214 (967,783)
Net earnings (loss)
before income taxes 2,055,981 (292,273) 3,091,212 1,424,063
Income tax (expense)
benefit (760,713) ( 7,152) (1,143,041) 52,801
Net earnings (loss) $ 1,295,268 $ (299,425) $ 1,948,171 $ 1,476,864
Diluted earnings (loss)
per share $ .08 $ (.02) $ .12 $ .09
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
HIGH PLAINS CORPORATION
Statements of Stockholders' Equity
(Unaudited)
Nine Months Ended March 31, 1999
<TABLE>
<CAPTION>
Common
Stock
Additional
Number Amount Paid-in Retained Treasury Deferred
of Shares Capital Earnings Stock Compensation Total
<S> <C> <C> <C> <C> <C> <C> <C>
Balance,
June 30,
1998 16,410,622 $1,641,062 $37,457,167 $14,170,697 $(863,911) $(133,868) $52,271,147
Employee
Stock
Purchase (23,351) (23,351)
Amortization
of deferred
compensation 11,166 11,166
Net earnings
for the
quarter 129,613 129,613
Balance,
September 30,
1998 16,410,622 $1,641,062 $37,457,167 $14,300,310 $(863,911) $(146,053) $52,388,575
Amortization
of deferred
compensation 9,743 9,743
Net earnings
for the
quarter 523,290 523,290
Balance,
December 31,
1998 16,410,622 $1,641,062 $37,457,167 $14,823,600 $(863,911) $(136,310) $52,921,608
Amortization
of deferred
compensation 10,306 10,306
Net earnings
for the
quarter 1,295,268 1,295,268
Balance,
March 31,
1999 16,410,622 $1,641,062 $37,457,167 $16,118,868 $(863,911) $(126,004) $54,227,182
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
HIGH PLAINS CORPORATION
Statements of Cash Flows
(Unaudited)
Nine Months Ended March 31, 1999 and 1998
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Cash Flows from operating activities:
Net earnings $ 1,948,171 $ 1,476,864
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 2,866,127 2,593,785
Amortization of deferred compensation 31,215 47,856
Provision for bad debt 124,222 -0-
Gain on sale of equipment (1,166,143) (1,050)
Debt forgiveness (231,359) -0-
Deferred income taxes 1,143,040 -0-
Payments on notes receivable 31,307 86,985
Changes in operating assets and liabilities:
Accounts receivable (1,351,569) (248,923)
Inventories 1,574,625 (1,961,778)
Refundable income tax 30,000 145,328
Prepaid expenses (434,148) (280,886)
Accounts payable (1,044,601) 1,598,559
Accrued liabilities 99,370 276,027
Net cash provided by operating
activities 3,620,257 3,732,767
Cash flows from investing activities:
Proceeds from sale of equipment 436,545 8,590
Acquisition of property, plant
and equipment (1,984,688) (7,372,287)
Increase in other non-current assets (4,357) (25,582)
Net cash used in investing
activities (1,552,500) (7,389,279)
Cash flows from financing activities:
Proceeds from revolving lines-of-credit 900,000 7,700,000
Payment on revolving lines-of-credit (2,200,000) (4,050,000)
Payment on capital lease obligations (372,169) (393,647)
Proceeds from exercise of options -0- 60,131
Increase (decrease) in other non-current
liabilities 43,916 (32,909)
Net cash provided by financing
activities (1,628,253) 3,283,575
Increase (decrease) in cash and
cash equivalents 439,504 (372,937)
Cash and cash equivalents
Beginning of period 674,894 2,389,758
End of period $ 1,114,398 $ 2,016,821
<FN>
See accompanying notes to financial statements.
</TABLE>
<PAGE>
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 March 31, 1999 are not necessarily indicative of the operating
results for the entire year.
(2) Financial Arrangements
On March 31, 1999 the Company amended its existing loan agreement with its
primary lender. The amendment provides for the extension of the $6.5 million
revolving line-of-credit to September 30, 1999. This line-of-credit has an
outstanding balance of $6.5 million at March 31, 1999. In addition, the
amendment provides for the required decreases to the reducing revolving line-
of-credit of $3.4 million per fiscal year, be lowered to $2.7 million for
fiscal year 1999 and 2000.
The existing financial agreement also contains various restrictions including
the maintenance of certain financial ratios and fulfilling certain financial
tests. At March 31, 1999 the amendment adjusted some of these covenant
calculations and the lender waived the Company's compliance with certain
other covenants for March 31, 1999. In addition, the Company was in
compliance with the covenants not waived at March 31, 1999.
(3) Notes Receivable
On March 30, 1999, the Company entered into several agreements with a carbon
dioxide (CO2) processing company to (1) effect the sale of the Company's CO2
equipment located at its Portales, New Mexico facility for $1 million; and
(2) sell CO2 from the Colwich, Kansas plant to the processing company, who
will relocate the CO2 equipment to the Colwich facility. Production and sale
of CO2 by the Company is anticipated to begin in August 1, 1999.
(4) Stock-Based Compensation
The Company continues to account for stock-based compensation for employees
using the intrinsic value method prescribed in APB No. 25. Accordingly,
compensation cost for stock options is measured as the excess, if any, of the
quoted market price of the Company's stock at the date of grant over the
amount an employee must pay to acquire the stock.
Had compensation cost for the stock-based compensation been determined based
on the fair value grant date, consistent with the provisions of FAS 123, the
Company's net earnings and diluted earnings per share above would have been
reduced to the pro forma amounts below:
<TABLE>
<CAPTION>
For the three months ending
March 31, 1999 1998
<S> <C> <C>
Net earnings
As reported $1,295,268 $(299,425)
Pro forma 1,278,877 (299,425)
Diluted earnings per share:
As reported .08 .12
Pro forma .08 .12
For the nine months ending
March 31,
Net earnings
As reported $1,948,171 $1,476,864
Pro forma 1,801,473 1,199,646
Diluted earnings per share:
As reported .12 .09
Pro forma .11 .08
</TABLE>
<PAGE>
The Company's basic earnings per share for the pro forma information noted
above is the same as the Company's diluted earnings per share for all the
periods disclosed.
(5) Earnings Per Share
The Company, as required under FASB Statement No. 128 Earnings Per Share (FAS
128) has replaced the presentation of primary earnings per share (EPS) with
Basic EPS and Diluted EPS. Under FAS 128 both the basic and diluted must be
presented in the financial statements.
The diluted earnings per share for the three months ended March 31, 1999 and
1998 have been calculated based on 16,014,717 and 16,009,802 diluted shares
outstanding respectively. The diluted earnings per share for the nine months
ended March 31, 1999 and 1998 have been calculated based on 16,012,508 and
16,018,715 respectively. The Company's diluted earnings per share in the
financial statements above are the same as the basic earnings per share for
each of the periods disclosed.
<PAGE>
Part I MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 2.
Forward-looking Statements
Forward-looking statements in this Form 10-Q, future filings including but
not limited to, the Company's annual 10K, Proxy Statement, and 8K filings by
the Company with the Securities and Exchange Commission, the Company's press
releases and oral statements by authorized officers of the Company are
intended to be subject to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. Investors are cautioned that all
forward-looking statements involve risks and uncertainty, including without
limitation, the risk of a significant natural disaster, the inability of the
Company to ensure against certain risks, the adequacy of its loss reserves,
fluctuations in commodity prices, change in market prices or demand for motor
fuels and ethanol, legislative changes regarding air quality, fuel
specifications or incentive programs, as well as general market conditions,
competition and pricing. The Company believes that forward-looking
statements made by it are based upon reasonable expectations. However, no
assurances can be given that actual results will not differ materially from
those contained in such forward-looking statements. The words "estimate",
"anticipate", "expect", "predict", "believe" and similar expressions are
intended to identify forward-looking statements.
Nine Months Ended March 31, 1999 and 1998
Net Sales and Operating Expenses.
Net sales and revenues for the nine months ended March 31, 1999, were higher
than net sales for the same period ended March 31, 1998. During the nine
months ended March 31, 1999, approximately 50.2 million gallons of fuel grade
ethanol were sold at an average price of $1.07 per gallon compared to 35.7
million gallons sold at an average price of $1.15 per gallon, for the same
period ending March 31, 1998. In addition, approximately 1.3 million gallons
of industrial grade ethanol were sold at an average price of $1.30 per gallon
during the nine months ended March 31, 1999 compared to approximately 2.2
million gallons sold at an average price of $1.48 per gallon for the same
period ending March 31, 1998. Fuel grade gallons sold during the nine months
ended March 31, 1999 increased approximately 40.6% compared to the same
period in 1998 primarily as a result of increased production available for
sale due to approximately 9.5 million gallons of production from the
Portales, New Mexico facility compared to .3 million gallons for the same
period last year. This facility began producing in March 1998.
Cost of products sold as a percentage of net sales and revenues was 93.9% and
94.2% for the nine month periods ended March 31, 1999 and 1998, respectively.
The decrease in the cost of products sold as a percentage of net sales and
revenues was primarily due to a decrease in average grain prices offset by
the decrease in the average sale price for fuel grade ethanol. The average
cost of grain declined to $2.14 per bushel for the nine months ended March
31, 1999, down from $2.44 per bushel for the same period in 1998.
Selling, general and administrative expenses increased 18.1% for the nine
months ended March 31, 1999, compared to the same period ended March 31,
1998. This increase is the result of an increase in administrative salary
and benefit expenses resulting from an increase in staff and changes in
management and an increase in investor relations expenditures.
Net Earnings.
Net earnings increased 31.9% for the nine months ended March 31, 1999,
compared to net earnings for the same period in 1998. Net earnings as a
percentage of net sales and revenues increased from 2.3% to 2.7%. The
increase is due to an increase in gain on sale of equipment offset by an
increase in income tax expense primarily composed of deferred income taxes of
approximately $1.1 million for the nine months ended March 31, 1999 compared
to an income tax benefit of $52,801 for the comparable period in 1998.
Diluted earnings per share at March 31, 1999, were 33% higher than the
diluted earnings per share for the same period in 1998 due to the increase in
net earnings.
<PAGE>
MATERIAL CHANGES IN RESULTS AND OPERATIONS
Three Months Ended March 31, 1999 and 1998
Net Sales and Operating Expenses and Results of Operations.
Net sales and revenues for the three months ended March 31, 1999 increased
25% compared to the same period in 1998. During the quarter ended March 31,
1999, approximately 16.4 million gallons of fuel grade ethanol were sold at
an average price of $1.07 per gallon compared to approximately 10.3 million
gallons sold during the same period in 1998 at an average price of $1.10 per
gallon. Fuel grade gallons sold during the three months ended March 31, 1999
increased approximately 59% compared to the same period in 1998 due to
approximately 3.4 million gallons of product sold from the Portales, New
Mexico facility compared to approximately .3 million gallons during the same
period ending March 1998. Additionally, as a result of then low ethanol
prices, the Company experienced unusually high inventory levels at March 31,
1998. During the period ended March 31, 1998 approximately 1.0 million
gallons of industrial grade ethanol were sold at an average price of $1.39
per gallon in the same period. Sales of industrial grade ethanol during the
quarter ended March 31, 1999 were insignificant.
Cost of products sold as a percentage of net sales and revenues was 91.4% and
97.7% for the three month periods ended March 31, 1999 and 1998,
respectively. The decrease in cost of products sold as a percentage of net
sales and revenues is primarily due to a decrease in the cost of grain offset
by a decrease in the average sale price for fuel grade ethanol. The average
cost of grain decreased 13.7% to $2.14 per bushel for the three months ended
March 31, 1999, down from $2.48 per bushel for the same period ended March
31, 1998.
Selling, general and administrative expenses increased 47.8% for the three
months ended March 31, 1999, compared to the period ended March 31, 1998.
The increase was primarily due to an increase in expenditures for investor
relations and an increase in administrative salary expenses and benefits
resulting from an increase in staff and changes in management.
Net Earnings.
Net earnings increased from a loss of ($299,425) for the three months ended
March 31, 1998 to net earnings of $1,295,268 for the three months ended
March 31, 1999. The increase in net earnings was due to the increase in gross
margin in the 1999 period compared to 1998 offset by approximately $761,000
in income tax expense, which primarily consists of deferred income taxes, for
the three months ended March 31, 1999 compared to approximately $7,200 of
income tax expense for the three months ended March 31, 1998. Diluted
earnings per share for the three months ended March 31, 1999 were higher
compared to diluted earnings per share for the three months ending March 31,
1998 due to an increase in net earnings.
Liquidity and Capital Resources
The Company's primary source of funds during the third quarter of fiscal 1999
was cash flow from operations. At March 31, 1999, the Company has negative
working capital of ($3.8) million compared to a negative working capital of
approximately ($6.4) million at June 30, 1998. The decrease in negative
working capital was primarily the net effect of an increase in notes
receivable and cash, and a decrease in inventories offset by an increase in
trade accounts receivable.
Capital expenditures in the first nine months of fiscal 1999 amounted to
approximately $2.0 million for modifications at the Company's three plants
compared with approximately $7.4 million for the same period in fiscal 1998.
The fiscal 1998 expenditures included the $4 million acquisition of the
Portales, New Mexico facility.
In the opinion of management, the current liquidity position of the Company
is dependent upon its ability to negotiate alternative financing arrangements
through financial institutions including its primary lender. Should the
Company be unable to obtain new financial arrangements, the Company may seek
additional funds through the sale of stock, or issue of debt and/or equity
securities.
<PAGE>
Funds expected to be generated from future operations will be negatively
affected after December 1999 due to the scheduled expiration of the Nebraska
production tax credit. The Company anticipates full utilization of this
credit by the end of the third quarter of calendar 1999. While there is
currently a bill pending before the Nebraska legislature to extend the
production tax credit for expansion of production capacity, the extension,
even if passed, would require a significant capital expenditure, and would
be in effect for a short period of time, and only at a substantially
reduced per gallon rate.
With the expiration of the incentive, the Company's future operations in
Nebraska and its liquidity position could be substantially and negatively
affected. However, the Company continues to improve efficiencies, to
implement cost reduction plans, and is working to expand into more profitable
industrial grade markets to assist in improving the Company's liquidity and
earnings.
Seasonality
Fuel ethanol prices are historically stronger during the winter months due to
the mandated markets of the Federal Oxygen Program. Prices typically
increase in the weeks before September, and decrease by March due to shipping
schedules. These seasonal price increases again occurred in the fall and
winter of fiscal 1999, although climbing to a lower peak than in fiscal 1998.
The seasonal summer decline also started earlier than usual and continued
into March with price levels below those seen in the summer of 1998. The
Company believes this decline is mostly due to low prices for gasoline.
Until a recent rebound, gasoline prices were at twenty-year record lows.
Since fuel ethanol replaces gasoline, changes in gasoline prices have
historically resulted in corresponding changes in the price paid for ethanol.
The Company anticipates some increase in spot prices over the summer months
from recent increases in prices for crude oil and gasoline, however most of
the production from all three plants through August is already contracted for
sale.
The Company is currently exploring ways to reduce the impact of these
seasonal price changes, and to that end has contracted almost 25% of its
annual production capacity in 12 month, flat price sales agreements. Other
forward contracts also exist on variable pricing terms. The Company is also
emphasizing the marketing of its higher quality, industrial grade ethanol,
with some recent success. This market tends to be somewhat less seasonal in
pricing than fuel ethanol, and typically provides higher margins.
Another factor, which could affect demand, and to some extent reduce seasonal
price fluctuations in the industry, is the continuing effort to open the
California market to ethanol. In March of 1999, California Governor Gray
Davis announced a decision to ban MTBE (the oxygenate which is ethanol's
primary competitor) from California gasoline by December 31, 2001.
California is the largest state gasoline market, but currently blends very
little ethanol due to a state imposed oxygen cap. At the same time,
oxygenated fuel is required by Federal law in certain areas of air quality
"non-attainment." If the ethanol industry is successful in replacing a
substantial portion of the California MTBE market, demand for ethanol would
be significantly increased, and corresponding price increases would be
expected.
Grain feedstock prices continue to be very favorable for the ethanol industry
as compared to prior years. Corn prices achieved ten-year record low levels
in the early fall of 1998 but have experienced modest price fluctuations
since that time. Recent crop reports still project another large corn crop,
as well as a large carryout for the next crop year, and the Company still
anticipates some softening of the corn market into July of 1999. As always,
weather, exports, and competing feeds all have potentially major effects on
the ultimate grain price, and any unexpected change in those factors could
adversely affect the price which the Company pays for its feedstock.
Pursuant to its risk management program, the Company has contracted grain
deliveries for all three plants for a substantial portion of calendar 1999,
and has priced most of its grain requirements through June 1999.
Prices for the Company's distillers' grain by-products (DDGS), which
historically fluctuate with the price of corn, are currently substantially
lower than prices received during fiscal 1998. While the Company has some
forward contracts for its DDGS, most is sold seasonally, and it is expected
that feed proteins will again show a traditional price decline into the
summer season as cattle leave the feedyards for pasture. Prices for DDGS
traditionally increase again in the late fall and winter, and the Company
anticipates that to occur again this year. Fluctuations in the price of DDGS
have historically provided some hedge for the Company against the possibility
of an increase in grain prices, although the correlation between the two has
not been as direct as in previous years.
<PAGE>
Year 2000 Issues
The Company continues to assess its exposure to year 2000 (Y2K) compliance
issues. In the manufacturing process, preliminary tests have demonstrated
that the main computer process systems continue to operate without
interruption and with no identifiable disruption to processing controls. The
cost of purchasing Y2K upgrades for this software, which the Company may
acquire as part of its routine upgrades and maintenance contracts is
approximately $11,000.
In addition, diagnostic procedures are on going at the plant level to
identify and test any imbedded technologies, which may also require some type
of upgrade or replacement due to the Y2K issue. This phase of the Company's
Y2K compliance program is expected to be completed during the second quarter
of calendar 1999. Due to insufficient information, the Company is currently
unable to estimate the impact on operations, if any, or estimate the cost for
potential Year 2000 issues related to imbedded chips and similar
technologies.
During fiscal 1998, the Company upgraded its existing financial reporting
software to a Y2K compliant version, at a cost of approximately $5,000.
Upgrades to other existing financial software packages and PC hardware for
compliance with Year 2000 are estimated not to exceed approximately $10,000.
The Company has also begun the process of making inquiries and gathering
information regarding Y2K compliance exposures faced by its vendors and
customers. Management has insufficient information at this time to assess
the degree to which vendors and customers have addressed or are addressing
Y2K compliance issues, and to fully evaluate the risk of disruption to
operations that those businesses might face as a result of Year 2000 issues.
At March 31, 1999, the Company is in the process of developing contingency
plans to handle the most reasonably likely "worst case" scenarios. Due to
the risk of loss of certain utilities and the currently unknown status of the
ability of the utility companies to continue to supply needed services, the
Company expects to finalize the development of a contingency plan by mid-
1999. Except for the services previously noted, no major part or critical
operation of any segment of the Company's business is reliant on a single
source for raw materials, supplies, or services. Nonetheless, there can be
no assurance that the Company will be able to identify all Y2K compliance
risks, or, that all contingency plans will assure uninterrupted business
operations across the millennium.
<PAGE>
PART II OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
During the quarter ended March 31, 1999, no new legal proceedings were
instigated against the Company which would be considered other than in the
ordinary course of the Company's business. However, on April 7, 1999 a
lawsuit was filed by Craig J. Wedde against approximately 34 separate
defendants, most of which are involved in the liquor industry, either as
manufacturers or distributors. The case is filed in the circuit court of
Fond Du Lac County, Wisconsin, as Case No. 99-CV136, and is captioned Craig
J. Wedde vs. Valley Warehousing, Inc., et al. High Plains Corporation is
named as one of the defendants in this case as an alcohol manufacturer, and
the basic premise of the complaint appears to be that alcohol products have
negatively impacted the health and welfare of the residents of the state of
Wisconsin. This lawsuit was filed by Mr. Wedde without the benefit of legal
counsel, and requests $1 billion in monetary damages, together with
additional civil penalties, declaratory and injunctive relief.
High Plains has conferred with many of the other defendants named in this
lawsuit, and a joint response to the complaint is being prepared. Virtually
all the defendants agree that the complaint is completely without merit, and
will be vigorously contested on both procedural and substantive issues. The
Company believes that the ultimate resolution of this suit will not have a
material adverse effect on the Company's financial condition.
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
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, the Company filed the following Form 8-K's:
January 20, 1999 Company announced second quarter earnings and
earnings per share.
March 18, 1999 Company announced Department of Energy research
grants.
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