UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997
--------------
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 0-11431
New Energy Company of Indiana Limited Partnership
(formerly, New Energy Company of Indiana)
(Exact name of registrant as specified in its charter)
Indiana 52-1195762
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3201 West Calvert Street, South Bend, Indiana 46613
(Address of principal executive offices)
(Zip Code)
219-233-3116
(Registrant's telephone number, including area code)
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 __
FORWARD-LOOKING INFORMATION
<PAGE>
This document and other materials filed or to be filed by the Company (as
hereinafter defined) with the Securities and Exchange Commission (the
"Commission"), as well as information included in oral statements or other
written statements made or to be made by the Company, contain or will contain
or include, disclosures which are forward-looking statements. These
forward-looking statements address, among other things, strategic initiatives
(including plans for capital expenditure requirements and financing sources).
See "Management's Discussion and Analysis of Financial Condition and Results
of Operations," and "Legal Proceedings". These forward-looking statements are
based upon our current plans or expectations and are subject to a number of
uncertainties and risks that could significantly affect current plans,
anticipated actions and our future financial condition and results. These
uncertainties and risks include, but are not limited to, those relating to
conducting operations in a competitive environment; delays, difficulties and
technological changes associated with production of ethanol; changes in
government regulation and taxation that may affect costs of production and/or
the competitiveness of ethanol compared to other oxygenates; leverage and debt
service requirements; general economic conditions; and changes or volatility
in corn, ethanol and DDGS prices. As a consequence, current plans,
anticipated actions and future financial condition and results may differ from
those expressed in any forward-looking statements made by or on behalf of the
Company.
2
<PAGE>
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
NEW ENERGY COMPANY OF INDIANA LIMITED PARTNERSHIP
- -------------------------------------------------
BALANCE SHEETS MARCH 31, 1997 DECEMBER 31, 1996
- -------------- (UNAUDITED) (AUDITED)
--------- -------
Assets
- ------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 7,310,026 $ 3,765,950
Accounts receivable 5,745,700 6,879,774
Other receivables 165,540 150,783
Inventories 2,991,679 4,822,450
Spare parts 2,579,016 2,419,626
Prepaid expenses and other 386,506 361,918
------------- -------------
Total current assets 19,178,467 18,400,501
Property and equipment 160,023,290 159,520,406
Allowances for depreciation (137,173,046) (136,540,361)
------------- -------------
22,850,244 22,980,045
------------- -------------
Total assets $ 42,028,711 $ 41,380,546
============= =============
Liabilities and partners'
- ------------------------
capital deficit
- ---------------
Current liabilities:
Accounts payable $ 3,318,103 $ 2,992,298
Interest payable 49,379 42,505
Taxes payable 2,249,927 1,794,614
Other accrued liabilities 1,612,828 1,440,799
Working capital loan --- 1,200,000
Current portion of long-term debt 1,898,844 740,893
------------- -------------
Total current liabilities 9,129,081 8,211,109
Deferred management fees payable
to General Partner 521,700 351,758
Long-term debt, less current portion 70,336,281 71,200,490
Partners' capital (deficit):
General partner (5,378,685) (5,421,131)
Limited partners (33,056,619) (33,438,633)
Special limited partner 5,000,000 5,000,000
Syndication costs (4,523,047) (4,523,047)
------------- -------------
Total partners' capital deficit (37,958,351) (38,382,811)
------------- -------------
Total liabilities and
partners' capital deficit $ 42,028,711 $ 41,380,546
------------- -------------
------------- -------------
See notes to financial statements.
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
NEW ENERGY COMPANY OF INDIANA LIMITED PARTNERSHIP
- -------------------------------------------------
STATEMENTS OF OPERATIONS
- ------------------------
THREE MONTHS ENDED THREE MONTHS ENDED
MARCH 31, 1997 MARCH 31, 1996
(UNAUDITED) (UNAUDITED)
--------- ---------
<S> <C> <C>
Net sales, ethanol $ 27,736,869 $ 24,861,331
By-product revenue 9,510,129 9,630,199
------------- -------------
37,246,998 34,491,530
Cost of goods sold 33,984,471 35,601,686
------------- -------------
Gross profit (loss) 3,262,527 (1,110,156)
Selling, general and
administrative expenses 1,896,140 2,005,976
------------- -------------
Income (loss) from operations 1,366,387 (3,116,132)
Interest income 67,234 129,343
Interest expense (1,009,161) (996,605)
------------- -------------
Net income (loss) $ 424,460 $ (3,983,394)
============= =============
Net income (loss)
allocable to limited
partners $ 382,014 $ (3,585,055)
============= =============
Limited partner units
outstanding 6,400 6,400
============= =============
Net income (loss) per unit $ 60 $ (560)
============= =============
See notes to financial statements.
</TABLE>
<PAGE> 4
<TABLE>
<CAPTION>
NEW ENERGY COMPANY OF INDIANA LIMITED PARTNERSHIP
- -------------------------------------------------
STATEMENTS OF CASH FLOWS
- ------------------------
THREE MONTHS THREE MONTHS
ENDED ENDED
MARCH 31, 1997 MARCH 31, 1996
(UNAUDITED) (UNAUDITED)
--------- ---------
<S> <C> <C>
Operating activities
Net income (loss) $ 424,460 $ (3,983,394)
Adjustments to reconcile net income
(loss) to net cash provided by
(used in) operating activities:
Depreciation and amortization 632,685 655,171
Increase in deferred
management fees payable to
general partner 169,942 ---
Increase in interest expense
deferred and added to
long term debt 730,802 134,399
Increase (decrease) due to changes
in operating assets
and liabilities:
Accounts and other receivables 1,119,317 923,410
Inventories 1,830,771 1,018,183
Spare parts (159,390) 7,271
Prepaid expenses and other (24,588) (136,239)
Accounts payable 325,805 (993,875)
Interest payable 6,874 (243,778)
Taxes payable 455,313 439,966
Other accrued liabilities 172,029 (72,240)
------------- -------------
Net cash provided by (used
in) operating activities 5,684,020 (2,251,126)
Investing activities
Purchase of property and equipment (502,884) ---
------------- -------------
Net cash used in investing activities (502,884) ---
------------- -------------
Financing activities
Net change in working capital loan (1,200,000) ---
Payments on long-term debt (437,060) (282,171)
------------- -------------
Net cash used in
financing activities (1,637,060) (282,171)
------------- -------------
Increase (decrease) in cash
and cash equivalents 3,544,076 (2,533,297)
Cash and cash equivalents,
beginning of period 3,765,950 11,460,672
------------- -------------
Cash and cash equivalents,
end of period $ 7,310,026 $ 8,927,375
------------- -------------
See notes to financial statements.
</TABLE>
<PAGE> 5
New Energy Company of Indiana Limited Partnership
Notes to Financial Statements
For the Quarter Ended March 31, 1997 (Unaudited)
-------------------------------------------------
1. Organization and Significant Accounting Policies
New Energy Company of Indiana Limited Partnership (the "Company"), the General
Partner of which is New Energy Corporation of Indiana (the "General Partner"),
operates an ethanol production facility in South Bend, Indiana. The Company
competes against several other ethanol producers some of which are larger and
operate out of flexible, integrated production facilities. The Company sells
ethanol to petroleum refiners, blenders and retailers on unsecured terms. To
a large extent, the Company's operations are dependent upon market factors
which are outside the Company's control. The Company's cost of production is
largely dependent upon the cost of corn, its principal raw material. In
addition, the Company's revenues are principally generated from the sale of
ethanol, the price of which can vary at times with the price of gasoline,
methyl tertiary butyl ether ("MTBE"), and the value of state and federal tax
exemptions and credits; and from the sale of distillers' dried grains and
solubles ("DDGS"), the price of which fluctuates with the agricultural
by-product market. Because the Company is unable to directly control the
relationship of the corn, gasoline and agricultural by-product markets, and is
unable to assure the continuation of state and federal tax exemptions and
credits, changes in market conditions could adversely affect the future
operations of the Company.
The accompanying unaudited condensed financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments
(consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. For further information, refer to the
financial statements and footnotes thereto included in the Company's annual
report on Form 10-K for the year ended December 31, 1996.
2. Inventories
Inventories consist of raw materials (corn, coal, unleaded gasoline and
chemicals), work-in-process and finished goods (fuel grade ethanol and DDGS).
A summary of inventories by classification follows:
<TABLE>
<CAPTION>
March 31, 1997 December 31, 1996
-------------- -----------------
<S> <C> <C>
Raw materials $ 924,554 $ 2,429,888
Work-in-process 609,903 542,018
Finished goods 1,457,222 1,850,544
----------- -----------
$ 2,991,679 $ 4,822,450
=========== ===========
</TABLE>
<PAGE> 6
In January 1996, the Company executed a contract with a grain supplier to
provide its expected corn requirements through December 31, 1997 (subject to
price and quantity renegotiation subsequent to September 1997) at a price
which may fluctuate with the commodity prices or be fixed at the Company's
election. In connection with the contract, the Company has purchased for the
benefit of the grain supplier an irrevocable standby letter of credit of
$1,000,000, secured by cash and cash equivalents, which expires September 30,
1997. As of May 1, 1997, the Company has fixed the price for approximately
71% of the corn to be purchased through September 1997.
ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The Company originally financed the construction and startup of the Plant with
bank financing guaranteed by the United States Department of Energy ("DOE").
On December 31, 1986, the Company defaulted on its construction loan and the
consortium of banks that provided the original financing seized certain cash
collateral and called the DOE guarantee. Since 1987, the DOE has held a
promissory note or notes collateralized by essentially all of the Company's
assets.
On October 14, 1982, the Company and the Development Corporation of South
Bend, Mishawaka & St. Joseph County, IN ("SBDC"), a not-for-profit corporation
organized and existing under the laws of the State of Indiana, entered into a
loan agreement (the "SBDC Loan") whereby the SBDC through a grant the SBDC
received from the U.S. Department of Housing and Urban Development, loaned
$2,432,264 to the Company for the construction of the plant.
On December 23, 1991, the Company restructured its loan with the DOE by the
execution of an Amended and Restated Loan Restructuring Agreement (the
"Restructuring Agreement") and two new promissory notes, Note A and Note B.
Note A, in the amount of $55,000,000, provides for 119 consecutive monthly
installments of interest and principal of $631,533 commencing April 30, 1992
and maturing on March 31, 2002. Note A provides for a fixed rate of interest
of 6.75% per annum. Note B, in the amount of $40,622,523, provides for a
fixed rate of interest of 4.00% per annum. Payments of Note B are based upon
monthly cash flow as defined by the Restructuring Agreement. Note B matures
on March 31, 2002. Accordingly, the fixed monthly payment required by the
Restructuring Agreement is $631,533.
On March 25, 1996, the Company and DOE entered into an agreement ("DOE Letter
Agreement") which allowed the Company to suspend payment of all Note A
principal and interest payments during the period January 1, 1996 through
September 30, 1996. As described above, Note A requires monthly principal and
interest payments totaling $631,533. Under the terms of the DOE Letter
Agreement, nine principal and interest payments totaling $5,683,797 were
suspended on Note A. Suspended payments on Note A have been added to the
outstanding principal balance of Note B and accrue interest at the Note B
interest rate of 4% per annum. Note B payments continued to be calculated and
paid on a cash flow basis as defined in the DOE Letter Agreement.
<PAGE> 7
On March 27, 1996, the Company and SBDC entered into an agreement ("SBDC
Letter Agreement") which allowed the Company to suspend payment of all
principal and interest payments under the SBDC Loan during the period January
1, 1996, through September 30, 1996. Principal and interest payments totaling
$69,877 are due SBDC on each of February 1, May 1, August 1 and November 1.
Under the terms of the SBDC Letter Agreement, three payments (due in February,
May and August 1996), totaling $209,631 were suspended. Suspended payments
were evidenced by a new note that accrues interest at a rate of 6% per annum
and is payable in 38 equal monthly payments of $6,194 beginning October 1,
1996.
On August 23, 1996, the Company and Great American Insurance Company ("GAIC"),
an entity related to Chiquita Brands International, Inc., a shareholder of
the General Partner, entered into a $10 million revolving working capital loan
facility (the "GAIC Loan") through December 31, 1997, or such date that GAIC
agrees to extend the maturity date, but, in no event later than December 31,
1998, collateralized by a senior lien on the Company's accounts receivable,
inventory and certain other assets. The loan provides for interest at three
percent over the "prime rate" of interest as quoted daily in The Wall Street
---------------
Journal and includes other terms customary in the commercial loan market. As
- ------- of the date of this report, no amounts are outstanding under the GAIC
Loan.
Also, in connection with the GAIC Loan, the DOE and SBDC agreed to further
suspend the Company's obligation to make debt service payments from October 1,
1996, through December 31, 1997, and under certain circumstances, through
December 31, 1998. The suspension shall be all or partially terminated for any
month the Company is able to generate earnings and cash flow sufficient to
repay the GAIC Loan and have cash in excess of $4.8 million on deposit in its
bank. In March and April 1997, the Company made two (2) payments totaling
$890,085 to the DOE on Notes A and B and also made a payment of $29,886 to the
SBDC.
In 1982, as part of the original financing package for the construction of the
Plant, the General Partner was required to pledge a certificate of deposit in
the amount of $4 million and a $1.5 million letter of credit posted on the
General Partner's behalf as partial security for the Company's loan. On
December 30, 1986, as a result of the Company's failure to pay interest due
under the terms of the loan, a default was declared and the certificate of
deposit together with accrued interest thereon and the proceeds of the letter
of credit totaling $5,780,583, was immediately paid to the bank consortium
that provided the financing. This amount has been classified as a loan by the
General Partner to the Company. The General Partner did not charge interest
on the loan to the Company through July 31, 1987. Effective August 1, 1987,
interest began accruing at an annual rate of 8.5%. Recently, the General
Partner's Board of Directors (the "Board") revisited the characterization of
this amount as a loan. The Board ratified the characterization of these
amounts as a loan and directed that the loan be evidenced by a demand
promissory note which contains a sixty (60) day notice period.
In December 1991, as a condition precedent to the DOE consenting to the
Partnership's Amended and Restated Loan Restructuring Agreement, the General
Partner was required to contribute $578,832 to the Company's working capital
reserves. This amount has also been classified as a
<PAGE> 8
loan by the General Partner to the Company. Effective in 1996, the Board
determined interest should accrue on outstanding balances at prime plus 3%
from the date of this loan. Likewise, as part of the August 23, 1996,
restructuring and the GAIC Loan, the General Partner was required to loan
$500,000 to the Company. This loan accrues interest at prime plus 3%.
Effective in 1996, at the direction of the Board, management undertook a study
of expenditures to determine the appropriate allocation of expenses between
the Company and the General Partner. As a result of this study, amounts
totaling $1,436,028 were invoiced to the General Partner and credited against
selling, general and administrative expenses in 1996. This amount has been
offset against amounts owed to the General Partner.
During the quarter ended March 31, 1997, the Company's average selling price
per gallon of ethanol was approximately 18% higher than the first quarter in
1996. For the first three months of 1997, the Company's average corn prices
have approximated those for the first quarter 1996. In addition, the
Company's ethanol sales contracts through March 1997, have generated positive
operating income for the quantities sold under the ethanol sales contracts.
Based upon the foregoing and the variables respecting the Company, there can
be no assurance that the first quarter 1997 average selling price of ethanol
and average corn prices will continue.
As a result of a rise in corn prices in the first nine months of 1996, the
Company decreased production by approximately 30% during the period May
through September 1996. The Company is returning to production at prior
levels, but has not yet attained such levels because of technical difficulties
confronted in ramping up production. The Company presently is producing at
approximately 95% of prior May 1996 levels. There, however, can be no
assurance that such technical difficulties will be surmounted or that
production will return to historical levels.
Based on revenues during the first quarter 1997, as well as present and
contracted corn prices and ethanol sales through September 1997, the Company
expects 1997 to show significant improvement over 1996. However, based upon
the following variable factors, among others, affecting the ethanol industry
generally, and the Company specifically, including, but not limited to: (1)
availability and amount of federal and state tax incentives for ethanol
production and use; (2) environmental regulation; (3) gasoline prices
generally and the comparative prices of regular unleaded gasoline versus
alcohol/gasoline mixtures; (4) market prices of corn, the principal raw
material used in the production of ethanol; (5) the level of refiners' crude
oil and gasoline inventories; (6) competition among domestic ethanol
producers; (7) availability of low-cost foreign ethanol; (8) the familiarity
of jobbers and retailers with tax and octane benefits of ethanol blends; (7)
marketing support of retailers by major refinery/blenders, and (9) competition
with other oxygenates, such as MTBE, there can be no assurance that the
Company's 1997 expectations will be realized.
On a longer term basis, the Company is faced with significant hurdles to
profitability. Among them are corn supply issues, loss of federal and state
ethanol production incentives, and capital expenditures that may be required
by proposed environmental regulations. The regional corn supplier market has
consolidated in the last few years to approximately three suppliers with the
capability to supply the Company's corn needs. As a result of a joint venture
in 1996, one of the
<PAGE> 9
largest regional corn suppliers is related to or affiliated with one of the
Company's competitors. In the past year, one other regional supplier has
declined a long term supply arrangement with the Company. One other regional
supplier with whom the Company presently has contracted has indicated to the
Company that its grain business is for sale and may be sold to another
competitor. Consequently, further consolidation or shrinkage of the regional
corn supplier market could endanger existing supply relationships and result
in supply shortages or higher procurement costs. Such a result could
negatively impact the Company's operations and revenues. The Company has
begun reviewing its alternatives, but has not yet determined the preferred
option. Many of the options are likely to require significant additional
capital expenditures or working capital outlays.
Reduction or loss of federal and state ethanol production incentives also
could have a materially negative impact on the Company's revenue and continued
operations. The Company, through its membership in ethanol industry
organizations, continues its efforts to educate state and federal policymakers
respecting ethanol's benefits and to effect pro-ethanol production policies.
Also, certain ambient air quality regulations proposed by the EPA in December
1996, as will be modified by comments received, are expected to become law in
July 1997. These proposed regulations could result in the need for
significant capital expenditures for monitoring and compliance equipment.
These expenditures, if required, could significantly impact the Company's
operations. Historically, environmental regulations have contained reasonable
periods of time in which to comply. Presently, however, these proposed
regulations do not contain such a period. There can be no assurance that the
regulations promulgated will contain such a compliance period.
Thus on a long term basis, the Company's ability to maintain sufficient
liquidity to meet its debt service and other obligations will depend on a
combination of factors which include, among others, further concessions by the
DOE and SBDC, obtaining additional financing, and/or upon favorable market
price levels for corn and ethanol, factors over which the Company has little
control. However, through its corn purchasing agreement and its strategy to
execute multiple month ethanol sales contracts, the Company is attempting to
minimize its exposure to fluctuations in the corn and gasoline/MTBE markets.
There can be no assurance, however, that any or all of the foregoing factors
will obtain so as to permit the Company to maintain sufficient liquidity to
meet its debt service and other obligations in the longer term.
RESULTS OF OPERATIONS
- ---------------------
For the quarter ended March 31, 1997, the Company generated income of $424,460
as compared to a loss of $3,983,394 for the quarter ended March 31, 1996. The
income generated during the quarter ended March 31, 1997, was primarily due to
previously contracted higher ethanol and DDGS selling prices.
Revenue from the sale of ethanol increased during the quarter ended March 31,
1997, to $27,736,869 from $24,861,331 during the quarter ended March 31, 1996.
This increase was primarily due to higher ethanol selling prices, offset by a
decrease in the volume of ethanol produced and sold.
<PAGE> 10
Revenue from the sale of by-products decreased during the quarter ended March
31, 1997, to $9,510,129 from $9,630,199 during the quarter ended March 31,
1996. The decrease in by-product revenue was due to a decrease in the volume
of DDGS produced and sold, offset by higher DDGS selling prices.
Ethanol production totaled 20,322,961 gallons for the quarter ended March 31,
1997 as compared to 20,603,693 for the quarter ended March 31, 1996. The
plant also produced 63,556 tons of DDGS and 37,781 tons of gaseous carbon
dioxide for the quarter ended March 31, 1997, as compared to 64,467 tons of
DDGS and 40,013 tons of gaseous carbon dioxide for the quarter ended March 31,
1996. DDGS and carbon dioxide are by-products of the ethanol production
process.
The decrease in first quarter 1997 production compared to first quarter 1996
is primarily due to the various technical difficulties being encountered while
trying to return to production levels obtained prior to the planned production
reduction during May through September 1996, offset by lost production during
an approximate one week down-time resulting from a mechanical failure in the
first quarter 1996. The Company presently is producing at approximately 95%
of prior May 1996 levels. There, however, can be no assurance that such
technical difficulties will be surmounted or that production will return to
historical levels.
For the quarter ended March 31, 1997, the cost of goods sold was $1,617,215
less than the costs of good sold during the first quarter 1996. The cost of
goods sold during the first quarter 1996 was elevated by the need to purchase
ethanol and DDGS on the spot market to make up for lost production during an
approximate one week down-time resulting from a mechanical failure. This was
not required in the first quarter 1997.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
-----------------
A determination of liability on any of the alleged activities subject to the
following proceedings could result in an event of default under loan
agreements with the DOE. If a default is declared by the DOE and not cured by
the Company in a timely fashion, the DOE could accelerate the DOE indebtedness
and foreclose the DOE's mortgage on the Plant.
A. Bobby J. Clark, Jr. v. New Energy Company of Indiana Ltd. Partnership
---------------------------------------------------------------------
Court/Agency: Equal Employment Opportunity Commission ("EEOC")
Cause No.: 24M970113
Date Filed: January 28, 1997
<PAGE> 11
Nature of the litigation, claim or assessment: Mr. Clark claims the Company
discriminated against him because of his race, African-American, by twice
denying him the position of A-Operator in August 1994 and again in August
1996. The case is awaiting investigation and determination by the EEOC. The
Company denies the allegations of the charge. The selection of another
candidate for this position was for legitimate, non-discriminatory reasons and
had nothing to do with Mr. Clark's race. Furthermore, the allegations
pertaining to August 1994 are beyond the 300 day filing deadline and subject
to dismissal.
B. Frank J. Rivera v. New Energy Company of Indiana Ltd. Partnership
-----------------------------------------------------------------
Court/Agency: Equal Employment Opportunity Commission ("EEOC")
Cause No.: 24M970117
Date Filed: February 3, 1997
Nature of the litigation, claim or assessment: Mr. Rivera alleges that the
Company engaged in unspecified harassment and intimidation of him since June
1986 and denied him unspecified "higher status positions." He asserts that
the foregoing conduct was based on his Hispanic national origin. The case is
awaiting investigation and determination by the EEOC. The Company denies the
allegations of the charge, but has been unable to respond with any greater
particularity until the allegations of the charge are clarified.
Except as set forth herein or reported in prior reports, the Company is not a
party to any material legal proceedings other than routine litigation
incidental to its business.
Item 2. Changes in Securities
---------------------
None
Item 3. Defaults Upon Senior Securities
-------------------------------
None
Item 4. Submission of Matters to a Vote of Security Holders
---------------------------------------------------
None
Item 5. Other Information
-----------------
None
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
A.) Exhibits:
<PAGE> 12
4.1 Restated and Amended Limited Partnership Agreement of the Company dated
October 26, 1982 (filed as Exhibit 12 to the Form 8-K amending the Company's
quarterly report on Form 10-Q for the nine months ended September 30, 1982,
and incorporated herein by reference).
4.2 Form of Assumption Agreement (filed as Exhibit B-3 to the Prospectus
dated April 28, 1982, contained in the Company's Registration Statement on
Form S-1, No. 2-74254, and incorporated herein by reference).
4.3 Form of Assumption Agreement (filed as Exhibit B-3 to the Prospectus
dated April 28, 1982, contained in the Company's Registration Statement on
Form S-1, No. 2-74254, and incorporated herein by reference).
10.1 Credit Agreement, dated as of October 26, 1982, among the Company, the
First National Bank of Chicago, in its individual capacity and as agent (the
"Agent"), 1st Source Bank, in its individual capacity and as collateral
trustee (the "Collateral Trustee"), and the banks listed on the signature
pages thereof (the "Banks) (filed as Exhibit 2 to the Company's quarterly
report on Form 10-Q for the nine months ended September 30, 1982, and
incorporated herein by reference).
10.2 Guarantee Agreement, dated as of October 26, 1982, among the Company,
the United States of America, acting by and through the Secretary of Energy
(the "Secretary"), the Agent, and 1st Source Bank, as Collateral Trustee and
Servicer for the Secretary (filed as Exhibit 17 to Form 8-K amending the
Company's quarterly report on Form 10-Q for the nine months ended September
30, 1982, and incorporated herein by reference).
10.3 Security and Collateral Application Agreement, dated as of October 26,
1982, among the Company, the General Partner, the Agent, the Collateral
Trustee and the Secretary (filed as Exhibit 4 to the Company's quarterly
report on Form 10-Q for the nine months ended September 30, 1982, and
incorporated herein by reference).
10.4 General Partner Agreement, dated as of October 26, 1982, among the
General Partner, the Agent, the Collateral Trustee and the Secretary (filed as
Exhibit 5 to the Company's quarterly report on Form 10-Q for the nine months
ended September 30, 1982, and incorporated herein by reference).
10.5 Cash Pledge Escrow Agreement dated as of October 26, 1982, among the
Company, the General Partner, the Collateral Trustee and the Agent (filed as
Exhibit 6 to the Company's Quarterly report on Form 10-Q for the nine months
ended September 30, 1982, and incorporated herein by reference).
<PAGE> 13
10.6 Loan Agreement, dated October 14, 1982, between the Company and South
Bend Development Corporation (filed as Exhibit 8 to the Company's quarterly
report on Form 10-Q for the nine months ended September 30, 1982, and
incorporated herein by reference).
10.7 Subordinated Security Agreement, dated as of October 26, 1982, between
the Company and South Bend Development Corporation (filed as Exhibit 10 to the
Company's quarterly report on Form 10-Q for the nine months ended September
30, 1982, and incorporated herein by reference).
10.8 Subordinated Real Estate Mortgage, dated as of October 26, 1982,
between the Company and South Bend Development Corporation (filed as Exhibit
11 to the Company's quarterly report on Form 10-Q for the nine months ended
September 30, 1982, and incorporated herein by reference).
10.9 Mortgage, dated as of October 26, 1982, between the Company and 1st
Source Bank (filed as Exhibit 13 to Form 8-K amending the Company's quarterly
report on Form 10-Q for the nine months ended September 30, 1982, and
incorporated herein by reference).
10.10 Promissory Note, dated October 26, 1982, in the principal amount of
$1,769,057 executed by the Company and payable to the United States Department
of Energy (filed as Exhibit 14 to Form 8-K amending the Company's quarterly
report on Form 10-Q for the nine months ended September 30, 1982, and
incorporated herein by reference).
10.11 First Amended Agreement for Engineering, Procurement and Construction
Services, dated June 11, 1982, between the General Partner and Davy McKee
Corporation, as amended by letter agreements dated September 21, 1982 and
October 26, 1982 (filed as Exhibit 16 to Form 8-K amending the Company's
quarterly report on Form 10-Q for the nine months ended September 30, 1982,
and incorporated herein by reference).
10.12 Agreement for Sale of Carbon Dioxide, dated February 4, 1983, between
the General Partner and Airco Industrial Gases, a Division of Airco, Inc.
(filed under Confidential Treatment as Exhibit 10.16 to the Company's annual
report on Form 10-K for the year ended December 31, 1982, and incorporated
herein by reference).
10.13 Letter agreement dated August 17, 1982, between the General Partner and
Ethanol Services, Inc. (filed as Exhibit 10(cc) to the Company's Registration
Statement on Form S-1, No. 2-74254, and incorporated herein by reference).
10.14 Promissory Note, dated October 24, 1984, in the principal amount of
$2,272,903.31, executed by the Company and payable to Business Development
Corporation of South Bend (filed as Exhibit 10.17 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1985, and incorporated
herein by reference).
<PAGE> 14
10.15 Promissory Note, dated October 24, 1985, in the principal amount of
$159,360.95, executed by the Company and payable to Business Development
Corporation of South Bend (filed as Exhibit 10.18 to the Company's Annual
Report on Form 10-K for the year ended December 31, 1985, and incorporated
herein by reference).
10.16 Principal Assistance Agreement dated as of November 25, 1986, by and
among the United States of America, acting by and through the Secretary of
Energy, the Company and the General Partner (filed as Exhibit 10.20 to the
Company's Annual Report on Form 10-K for the year ended December 31, 1985, and
incorporated herein by reference).
10.17 Loan Restructuring Agreement dated July 31, 1987, by and among the
United States of America, acting by and through the Secretary of Energy, the
Company and the General Partner (filed as Exhibit 19.1 to the Company's Form
10-Q for the quarter ended September 30, 1987, and incorporated herein by
reference).
10.18 Loan Agreement dated July 20, 1987, by and between the Indiana Energy
Development Board and the Company (filed as Exhibit 19.2 to the Company's Form
10-Q for the quarter ended September 30, 1987, and incorporated herein by
reference).
10.19 Receivables and Inventory Loan and Security Agreement dated January 29,
1988, by and between First Interstate Commercial Corporation and the Company
(filed as Exhibit 10.19 to the Company's Form 10-K for the year ended December
31, 1989, and incorporated herein by reference).
10.20 Agreement dated December 20, 1989, by and between the Indiana Energy
Development Board and the Company (filed as Exhibit 10.20 to the Company's
Form 10-K for the year ended December 31, 1989, and incorporated herein by
reference).
10.21 Amendment to Loan and Security Agreement dated January 29, 1990, by and
between First Interstate Commercial Corporation and the Company (filed as
Exhibit 10.21 to the Company's Form 10-K for the year ended December 31, 1989,
and incorporated herein by reference).
10.22 Amended and Restated Loan Restructuring Agreement dated December 23,
1991, by and among the Company, the General Partner and the United States of
America, acting by and through the Secretary of Energy (filed as Exhibit 10.22
to the Company's Form 10-K for the year ended December 31, 1991, and
incorporated herein by reference).
10.23 Letter Agreement dated January 14, 1994, by and between Interamerican
Investments, Inc. and Ethanol Services, Inc. (filed as Exhibit 10.23 to the
Company's Form 10-K for the year ended December 31, 1994, and incorporated
herein by reference).
<PAGE> 15
10.24 Agreement dated December 17, 1993, by and between the Company and
Countrymark Cooperative, Inc. (filed as Exhibit 10.24 to the Company's Form
10-K for the year ended December 31, 1993, and incorporated herein by
reference).
10.25 Agreement dated January 16, 1996, by and between the Company and Frick
Services, Inc. referenced in Part I, Item I, "Raw Materials", page 4 of the
Company's Form 10-K for the year ended December 31, 1995.
10.26 DOE Letter Agreement dated March 25, 1996, by and among the Company,
the General Partner and the United States of America, acting by and through
the Secretary of Energy, referenced in Part II, Item 7 "Liquidity and Capital
Resources", page 14 of the Company's Form 10-K for the year ended December 31,
1995.
10.27 SBDC Letter Agreement dated March 27, 1996, by and among the Company,
the General Partner and the South Bend Development Corporation, referenced in
Part II, Item 7 "Liquidity and Capital Resources", page 15 of the Company's
Form 10-K for the year ended December 31, 1995.
10.28 Letter Agreement dated August 23, 1995, by and between Interamerican
Investments, Inc. and Ethanol Services, Inc. (filed as Exhibit 10.28 to the
Company's Form 10-K for the year ended December 31, 1995, and incorporated
herein by reference.)
10.29 Loan and Security Agreement between New Energy and Great American
Insurance Company.
10.30 Amendment No. 1 to Amended and Restated Loan Restructuring Agreement
between New Energy and the DOE.
10.31 Endorsements to Note "A" and Note "B" to the DOE.
10.32 Third Amendment to Loan Agreement between New Energy and the SBDC.
10.33 Note No. 4 to the SBDC.
10.34 Promissory Note dated as of December 31, 1996, between the Company and
the General Partner
27.1 Financial Data Schedule
B.) Reports on Form 8-K:
None
<PAGE> 16
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
NEW ENERGY COMPANY OF INDIANA
LIMITED PARTNERSHIP
By: New Energy Corporation of Indiana,
General Partner
Dated:May 15, 1997 By: /s/
------------------------------------
Larry W. Singleton,
President & Treasurer
<PAGE> 17
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Balance Statement and Consolidated Statement of Operations of New
Energy Company of Indiana Limited Partnership as of and for the quarterly period
ended March 31, 1997, and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1997
<CASH> 7,310,026
<SECURITIES> 0
<RECEIVABLES> 5,745,700
<ALLOWANCES> 0
<INVENTORY> 2,991,679
<CURRENT-ASSETS> 19,178,467
<PP&E> 160,023,290
<DEPRECIATION> 137,173,046
<TOTAL-ASSETS> 42,028,711
<CURRENT-LIABILITIES> 9,129,081
<BONDS> 70,336,281
0
0
<COMMON> 0
<OTHER-SE> (37,958,351)
<TOTAL-LIABILITY-AND-EQUITY> 42,028,711
<SALES> 37,246,998
<TOTAL-REVENUES> 37,314,232
<CGS> 33,984,471
<TOTAL-COSTS> 33,984,471
<OTHER-EXPENSES> 1,896,140
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,009,161
<INCOME-PRETAX> 424,460
<INCOME-TAX> 0
<INCOME-CONTINUING> 424,460
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 424,460
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
