UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
12B-25
NOTIFICATION
OF LATE FILING
SEC
File No. 0-21467
CUSIP
No. 69423U 10 7
(Check
One): £ Form
10-K £ Form
20-F £ Form
11-K S Form
10-Q £ Form
10-D £ Form
N-SAR £ Form N-CSR
For
Period Ended: September 30, 2008
£ Transition
Report on Form 10-K
£ Transition
Report on Form 20-F
£ Transition
Report on Form 11-K
£ Transition
Report on Form 10-Q
£ Transition
Report on Form N-SAR
For the
Transition Period Ended: ________________________
Read
Instruction (on back page) Before Preparing Form. Please Print or
Type.
Nothing
in this form shall be construed to imply that the Commission has verified
any
information
contained herein.
If the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
PART
I - REGISTRANT INFORMATION
Full Name
of Registrant:
Former
Name if Applicable
400 Capitol Mall, Suite 2060
Address
of Principal Executive Office (Street and Number)
Sacramento, California 95814
City,
State, Zip Code
PART
II - RULES 12b-25 (b) AND (c)
If the
subject report could not be filed without unreasonable effort or expense and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate)
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S
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(a)
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The
reasons described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or
expense;
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S
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(b)
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The
subject annual report, semi-annual report, transition report on Form 10-K,
Form 20-F, 11-K Form N-SAR or Form N-CSR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report of transition report on Form 10-Q or
subject distribution report on Form 10-D, or portion thereof, will be
filed on or before the fifth calendar day following the prescribed due
date; and
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S
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(c)
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The
accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D,
N-SAR, N-CSR or the transition report or portion thereof could not be filed
within the prescribed time period.
The
Registrant was unable to file its quarterly report on Form 10-Q in a timely
manner without unreasonable effort or expense because the Registrant’s
independent registered public accounting firm requires additional time to
complete its review of the Registrant’s financial statements for the three and
nine months ended September 30, 2008.
The
delay in completion of the independent registered public accounting firm’s
review of the Registrant’s financial statements is due to a substantive
accounting issue concerning the Registrant’s accounting of its non-cash
impairment charge in the amount of $26.6 million related to the Registrant’s
suspended Imperial Valley ethanol plant construction project. The
$26.6 million charge represents a non-cash asset impairment in the amount of
$43.8 million, less $17.2 million in construction-related liabilities. The
Registrant is working diligently to determine whether the appropriate accounting
treatment is reflected in its financial statements as reported in the
Registrant’s quarterly earnings announcement or whether to increase the non-cash
asset impairment to up to $43.8 million. This increase in the non-cash
asset impairment would have the effect of shifting to one or more future periods
the benefits of any discharge, on an as-discharged basis, of the
construction-related liabilities in the aggregate amount of up to $17.2
million.
The
Registrant’s independent registered public accounting firm has been working
diligently to complete its review of the Registrant’s financial statements for
the three and nine months ended September 30, 2008 and the Registrant
anticipates that the quarterly report will be filed no later than Monday,
November 17, 2008.
PART
IV - OTHER INFORMATION
(1) Name
and telephone number of person to contact in regard to this
notification:
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Joseph W.
Hansen
|
(916)
|
403-2123
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|
(Name)
|
(Area
Code)
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(Telephone
Number)
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(2) Have
all other periodic reports required under Section 13 or 15(d) of the Securities
Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the registrant was
required to file such report(s) been filed? If answer is no, identify
report(s).
(3) Is
it anticipated that any significant change in results of operations from the
corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?
If so:
attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
Unaudited
Preliminary Results of Operations
The
following results of operations are preliminary and have not been audited or
otherwise reviewed by the Registrant’s independent registered public accounting
firm. The Registrant’s final, results of operations could be
materially different from the unaudited preliminary results of operations set
forth below.
In
particular, and as noted above a substantive accounting issue has been
identified concerning the Registrant’s accounting of its non-cash impairment
charge in the amount of $26.6 million related to the Registrant’s suspended
Imperial Valley ethanol plant construction project. The $26.6 million
charge represents a non-cash asset impairment in the amount of $43.8 million,
less $17.2 million in construction-related liabilities. The Registrant is
working diligently to determine whether the appropriate accounting treatment is
reflected in its financial statements as reported in the Registrant’s quarterly
earnings announcement or whether to increase the non-cash asset
impairment to up to $43.8 million. This increase in the non-cash asset
impairment would have the effect of shifting to one or more future periods the
benefits of any discharge, on an as-discharged basis, of the
construction-related liabilities in the aggregate amount of up to $17.2
million.
The
unaudited preliminary results of operations set forth below include a non-cash
impairment charge in the amount of $26.6 million.
Three
Months Ended September 30, 2008
The
Registrant anticipates reporting net sales of approximately $184.0 million for
the third quarter of 2008 as compared to net sales of $118.1 million for the
same period in 2007. The increase in net sales resulted primarily
from an increase in the volume of ethanol sold by the Registrant coupled with
higher average sales prices. The volume of ethanol sold by the Registrant in the
third quarter of 2008 increased by approximately 30% as compared to the same
period in 2007 and decreased by approximately 4% as compared to the second
quarter of 2008. The Registrant’s average sales price of ethanol
increased by $0.34 per gallon, or 16%, to $2.45 per gallon in the third quarter
of 2008 from an average sales price of $2.11 per gallon in the same period in
2007.
The
Registrant anticipates reporting a gross loss of approximately $20.3 million for
the third quarter of 2008 as compared to a gross profit of $4.8 million for the
same period in 2007. The Registrant anticipates reporting that its
gross margin was approximately negative 11.0% for the third quarter of 2008 as
compared to a gross profit margin of 4.0% for the same period in 2007. The
declines in the Registrant’s gross profit and gross profit margin were primarily
due to significantly higher corn costs for the three months ended September 30,
2008 as compared to the same period in 2007.
The
Registrant anticipates reporting a net loss of approximately $54.9 million for
the third quarter of 2008 as compared to a net loss of $4.8 million for the same
period in 2007. The Registrant anticipates that its net loss will include
non-cash asset impairment of $26.6 million associated with its suspended
Imperial Valley project, which represents the net of $43.8 million in property
and equipment and $17.2 million in construction-related
liabilities.
The
Registrant anticipates reporting loss available to common stockholders of
approximately $55.7 million for the third quarter of 2008, net of preferred
stock dividends, as compared to a loss available to common stockholders of $5.9
million for the third quarter of 2007.
The
Registrant anticipates reporting a diluted net loss per common share of
approximately $0.98 for the third quarter of 2008 as compared to a net loss per
common share of $0.15 for the same period in 2007. The Registrant had
56.7 million weighted-average basic and diluted shares outstanding for the third
quarter of 2008.
Nine
Months Ended September 30, 2008
The
Registrant anticipates reporting net sales of approximately $543.5 million for
the nine months ended September 30, 2008 as compared to net sales of $331.1
million for the same period in 2007. The increase in net sales resulted
primarily from an increase in the volume of ethanol sold by the Registrant
coupled with higher average sales prices. The volume of ethanol sold by the
Registrant for the nine months ended September 30, 2008 increased by
approximately 44% as compared to 2007. The Registrant’s average sales price of
ethanol increased by $0.21 per gallon, or 9%, to $2.43 per gallon for the nine
months ended September 30, 2008 from an average sales price of $2.22 per gallon
in 2007.
The
Registrant anticipates reporting a gross loss of approximately $4.2 million for
the nine months ended September 30, 2008 as compared to a gross profit of $31.2
million for the same period in 2007. The Registrant anticipates reporting that
its gross margin was approximately negative 0.8% for the nine months ended
September 30, 2008 as compared to a gross profit margin of 9.4% for the same
period in 2007. The declines in the Registrant’s gross profit and gross profit
margin were primarily due significantly higher corn costs for the nine months
ended September 30, 2008 as compared to the same period in 2007.
The
Registrant anticipates reporting a net loss of approximately $98.3 million for
the nine months ended September 30, 2008 as compared to net income of $0.3
million for the same period in 2007. The Registrant anticipates that its net
loss will include non-cash asset impairment of $26.6 million associated with its
suspended Imperial Valley project, which represents the net of $43.8 million in
property and equipment and $17.2 million in construction-related liabilities. In
addition, the Registrant’s net loss includes a non-cash goodwill impairment of
$87.0 million recorded in the first quarter of 2008.
The
Registrant anticipates reporting loss available to common stockholders of
approximately $102.4 million for the nine months ended September 30, 2008, net
of preferred stock dividends, as compared to a loss available to common
stockholders of $2.9 million for the same period in 2007.
The
Registrant anticipates reporting a diluted net loss per common share of
approximately $2.14 for the nine months ended September 30, 2008 as compared to
a net loss per common share of $0.07 for the same period in 2007. The Registrant
had 47.8 million weighted-average basic and diluted shares outstanding for the
nine months ended September 30, 2008.
PACIFIC
ETHANOL, INC.
CONSOLIDATED
PRELIMINARY UNAUDITED STATEMENTS OF OPERATIONS
(unaudited,
in thousands, except per share data)
|
|
|
Three
Months Ended
September
30,
|
|
|
Nine
Months Ended
September
30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales
|
|
$ |
183,980 |
|
|
$ |
118,118 |
|
|
$ |
543,489 |
|
|
$ |
331,123 |
|
|
Cost
of goods sold
|
|
|
204,265 |
|
|
|
113,359 |
|
|
|
547,673 |
|
|
|
299,902 |
|
|
Gross
profit (loss)
|
|
|
(20,285 |
) |
|
|
4,759 |
|
|
|
(4,184 |
) |
|
|
31,221 |
|
|
Selling,
general and administrative expenses
|
|
|
6,731 |
|
|
|
5,920 |
|
|
|
24,275 |
|
|
|
23,742 |
|
|
Impairment
of asset group
|
|
|
26,588 |
|
|
─
|
|
|
|
26,588 |
|
|
─
|
|
|
Impairment
of goodwill
|
|
|
|
|
|
|
|
|
87,047 |
|
|
|
|
|
Income
(loss) from operations
|
|
|
(53,604 |
) |
|
|
(1,161 |
) |
|
|
(142,094 |
) |
|
|
7,479 |
|
|
Other
income (expense), net
|
|
|
(2,774 |
) |
|
|
(998 |
) |
|
|
(4,184 |
) |
|
|
312 |
|
|
Income
(loss) before noncontrolling interest in variable interest
entity
|
|
|
(56,378 |
) |
|
|
(2,159 |
) |
|
|
(146,278 |
) |
|
|
7,791 |
|
|
Noncontrolling
interest in variable interest entity
|
|
|
1,523 |
|
|
|
(2,683 |
) |
|
|
47,939 |
|
|
|
(7,502 |
) |
|
Net
income (loss) before provision for income taxes
|
|
|
(54,855 |
) |
|
|
(4,842 |
) |
|
|
(98,339 |
) |
|
|
289 |
|
|
Provision
for income taxes
|
|
─
|
|
|
─
|
|
|
─
|
|
|
─
|
|
|
Net
income (loss)
|
|
$ |
(54,855 |
) |
|
$ |
(4,842 |
) |
|
$ |
(98,339 |
) |
|
$ |
289 |
|
|
Preferred
stock dividends
|
|
$ |
(807 |
) |
|
$ |
(1,050 |
) |
|
$ |
(3,296 |
) |
|
$ |
(3,150 |
) |
|
Deemed
dividend on preferred stock
|
|
$ |
─ |
|
|
$ |
─ |
|
|
$ |
(761 |
) |
|
$ |
─ |
|
|
Loss
available to common stockholders
|
|
$ |
(55,662 |
) |
|
$ |
(5,892 |
) |
|
$ |
(102,396 |
) |
|
$ |
(2,861 |
) |
|
Net
loss per share, basic
|
|
$ |
(0.98 |
) |
|
$ |
(0.15 |
) |
|
$ |
(2.14 |
) |
|
$ |
(0.07 |
) |
|
Net
loss per share, diluted
|
|
$ |
(0.98 |
) |
|
$ |
(0.15 |
) |
|
$ |
(2.14 |
) |
|
$ |
(0.07 |
) |
|
Weighted-average
shares outstanding, basic and diluted
|
|
|
56,717 |
|
|
|
39,928 |
|
|
|
47,791 |
|
|
|
39,833 |
|
Pacific Ethanol,
Inc.
(Name of
Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
Date:
November
10,
2008 By: /s/ Christopher
W. Wright
Christopher
W. Wright
Vice
President, General Counsel & Secretary
November
10, 2008
Pacific
Ethanol, Inc.
400
Capitol Mall, Suite 2060
Sacramento,
CA 95814
Gentlemen:
This
letter is written in response to the requirement of Rule 12b-25(c) under the
Securities Exchange Act of 1934 and in satisfaction of item (c) of Part II of
Form 12b-25.
We are
the independent auditors of Pacific Ethanol, Inc. (“Pacific
Ethanol”). We are unable to complete our SAS 100 review of Pacific
Ethanol’s financial statements for the quarter ended September 30, 2008, and we
will be unable to complete this review by the required filing date of November
10, 2008 without unreasonable effort or expense.
Sincerely,
HEIN & ASSOCIATES
LLP
Certified
Public Accountants
