SEC FILE
NUMBER: 000-21467
CUSIP
NUMBER: 69423U
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 20549
FORM
12b-25
NOTIFICATION OF LATE
FILING
(Check One): ¨Form
10-K ¨ Form
20-F ¨ Form
11-K x Form
10-Q o Form
10-D ¨ Form
N-SAR ¨Form
N-CSR
For
Period Ended:
March 31, 2009
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Transition
Report on Form 10-K
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Transition
Report on Form 20-F
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Transition
Report on Form 11-K
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Transition
Report on Form 10-Q
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Transition
Report on Form N-SAR
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For the
Transition Period Ended: ________________________
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Read Instruction (on back
page) Before Preparing Form. Please Print or
Type.
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Nothing in this form shall be
construed to imply that the Commission has verified any information
contained herein.
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If the
notification relates to a portion of the filing checked above, identify the
Item(s) to which the notification relates:
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PART I -- REGISTRANT
INFORMATION
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(Full
Name of Registrant)
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N/A
(Former
Name if Applicable)
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400 Captiol Mall, Suite
2060
(Address
of Principal Executive Office (Street and
Number))
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(City,
State and Zip Code)
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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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x
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(a)
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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x
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(b)
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 or transition report on Form 10-Q,
or portion thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
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(c)
The accountant's statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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PART III
NARRATIVE
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 portion thereof, could not be filed
within the prescribed time period.
Introductory
Note: Please see the information under the caption “Cautionary
Statements” below which sets forth important disclosure regarding
forward-looking statements contained in this Form.
Pacific
Ethanol, Inc. and its subsidiaries (collectively referred to as the “Company”)
are engaged in the business of marketing and producing ethanol and its
co-products. The Company was unable to file its Quarterly Report on
Form 10-Q for the quarter ended March 31, 2009 in a timely manner without
unreasonable effort or expense because management needs additional time to
complete the financial and other disclosures in the Quarterly
Report. The Company has been actively pursuing a number of
alternatives, including seeking to restructure its debt and seeking to raise
additional debt or equity financing, or both, and has been diligently
negotiating with its various lenders. However, there can be no
assurance that the Company will be successful. If the Company cannot restructure
its debt and obtain sufficient liquidity in the very near-term, the Company will
need to seek protection under the U.S. Bankruptcy Code. Because of
the extraordinary demands that these activities have placed on the time and
attention of the Company’s senior management and staff, the Company was unable
to timely complete the financial and other disclosures in the Quarterly
Report. The Company plans to file its Quarterly Report by May 18,
2009, in compliance with Rule 12b-25.
PART IV
OTHER INFORMATION
(1)
Name and telephone number of person to contact in regard to this notification
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(Name)
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(916)
(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).
Yes x
No o
(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?
Yes x No
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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 Company’s independent auditors. The
Company’s final, unaudited results of operations could be materially different
from the unaudited preliminary results of operations set forth
below.
The
Company anticipates reporting net sales of approximately $86.7 million for the
three months ended March 31, 2009 as compared to net sales of $161.5 million for
the same period in 2008. The decrease in net sales resulted primarily
from a decrease in both the volume of ethanol sold by the Company and lower
average sales prices. The volume of ethanol sold by the Company for
the three months ended March 31, 2009 decreased by approximately 24% as compared
to the same period in 2008. The Company’s average sales price of
ethanol decreased 28% to $1.65 per gallon for the three months ended March 31,
2009 from an average sales price of $2.30 per gallon for the same period in
2008.
The
Company anticipates reporting a gross loss of approximately $11.1 million for
the three months ended March 31, 2009 as compared to gross profit of $15.7
million for the same period in 2008. The Company anticipates
reporting that its gross margin was approximately negative 12.8% for the three
months ended March 31, 2009 as compared to a gross profit margin of 9.7% for the
same period in 2008. The decline in the Company’s gross margins was
primarily due to increased costs to operate its four ethanol production
facilities in relation to their reduced production levels and lower average
sales prices.
The
Company anticipates reporting a net loss of approximately $23.9 million for the
three months ended March 31, 2009 as compared to a net loss of $35.2 million for
the same period in 2008. The Company anticipates reporting loss
available to common stockholders of approximately $24.7 million for the three
months ended March 31, 2009, net of preferred stock dividends, as compared to a
loss available to common stockholders of $36.3 million for the same period in
2008.
The
Company anticipates reporting a diluted net loss per common share of
approximately $0.43 for the three months ended March 31, 2009 as compared to a
net loss per common share of $0.90 for the same period in 2008. The
Company had 57.0 million weighted-average basic and diluted shares outstanding
for the three months ended March 31, 2009.
Cautionary
Statements
This Form includes
forwarding looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934 regarding Pacific Ethanol, Inc. and its business
that are not historical facts and are indicated by words such as “anticipates,”
“expected,” “believes” and similar terms. Such forward looking
statements involve risks and uncertainties including, in particular, whether or
not the final unaudited financial results as of, and for the three months ended
March 31, 2009, will comport with the preliminary information summarized
herein. In
addition, investors should also review the factors contained in the “Risk
Factors” section of Pacific Ethanol’s Form 10-K filed with the Securities and
Exchange Commission on March 31, 2009.
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(Name
of Registrant as Specified in
Charter)
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has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date: May 11, 2009
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By:
/s/ Christopher W.
Wright
Name:
Christopher W. Wright
Title:
Vice President, General Counsel &
Secretary
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