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-KSB |X| Form 20-F [ ] Form 11-K [ ] Form 10-QSB [ ]
Form N-SAR [ ]
For Period Ended: December 31, 2005
[ ] 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: ________________________
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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:
PART I - REGISTRANT INFORMATION
PACIFIC ETHANOL, INC.
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Full Name of Registrant:
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Former Name if Applicable
5711 N. WEST AVENUE
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Address of Principal Executive Office (Street and Number)
FRESNO, CALIFORNIA 93711
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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)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition
[X] report on Form 10-KSB, Form 20-F, 11-K or Form N-SAR, or
portion thereof, will be filed on or before the 15th calendar
day following the prescribed due date; or the subject
quarterly report of transition report on Form 10-QSB, or
portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-KSB, 11-K, 20-F,
10-QSB, N-SAR or the transition report or portion thereof could not be filed
within the prescribed time period.
The Registrant was unable to file its annual report on Form 10-KSB in
a timely manner without unreasonable effort or expense because management needs
additional time to complete the detailed and complex financial disclosures in
the report. In addition, the Registrant's independent registered public
accounting firm requires additional time to complete its audit of the
Registrant's financial statements for the year ended December 31, 2005. The
delay in management's completion of the financial disclosures and the delay in
the completion of the audit are due in part to the complexity of preparing
financial disclosures related to the Share Exchange Transaction. See
"Preliminary Note" below. The delay in management's completion of the financial
disclosures is also due in part to the simultaneous and substantial efforts by
management to complete and close two pending financing transactions. Management
and the Registrant's independent registered public accounting firm have been
working diligently to complete the financial disclosures and the audit and
anticipate that the report will be filed no later than the 15th calendar day
following the prescribed due date.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
WILLIAM G. LANGLEY (559) 435-1771
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(Name) (Area Code) (Telephone No.)
(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 the answer is no,
identify report(s).
|X| Yes [ ] No
(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?
|X| Yes [ ] No
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.
PRELIMINARY NOTE
In March 2005, the Registrant completed a share exchange transaction
with the shareholders of Pacific Ethanol California, Inc., a California
corporation ("PEI California"), and the holders of the membership interests of
each of Kinergy Marketing, LLC, an Oregon limited liability company ("Kinergy")
and ReEnergy, LLC, a California limited liability company ("ReEnergy"), pursuant
to which the Registrant acquired all of the issued and outstanding shares of
capital stock of PEI California and all of the outstanding membership interests
of each of Kinergy and ReEnergy. Immediately prior to the consummation of the
share exchange transaction, the Registrant's predecessor, Accessity Corp., a New
York corporation ("Accessity") reincorporated in the State of Delaware under the
name Pacific Ethanol, Inc. through a merger of Accessity with and into its
then-wholly-owned Delaware subsidiary named Pacific Ethanol, Inc., which was
formed for the purpose of effecting the reincorporation. The Registrant is the
surviving entity resulting from the reincorporation merger and Kinergy, PEI
California and ReEnergy are now three of its wholly-owned subsidiaries.
The share exchange transaction has been accounted for as a reverse
acquisition whereby PEI California is deemed to be the accounting acquiror of
the Registrant's predecessor, Accessity. As a result, the Registrant's results
of operations for the year ended December 31, 2004 consist of the operations of
PEI California only. The Registrant has consolidated the results of Kinergy and
ReEnergy beginning from March 23, 2005, the date of the share exchange
transaction. Accordingly, the Registrant's results of operations for the year
ended December 31, 2005 consist of the operations of PEI California for the
entire yearly period and the operations of Kinery and ReEnergy from
March 23, 2005 through December 31, 2005.
UNAUDITED PRELIMINARY RESULTS OF OPERATIONS
THE FOLLOWING PRELIMINARY RESULTS OF OPERATIONS ARE UNAUDITED.
THE REGISTRANT'S AUDITED RESULTS OF OPERATIONS COULD BE
MATERIALLY DIFFERENT FROM THE UNAUDITED PRELIMINARY RESULTS OF
OPERATIONS SET FORTH BELOW.
The Registrant anticipates reporting net sales of $87.6 million for
2005, an increase of $87.6 million compared to the approximately $20,000 in net
sales reported for 2004. Net sales attributable to the acquisition of Kinergy on
March 23, 2005 contributed all of this increase.
The Registrant anticipates reporting gross profit of $3.2 million for
2005, an increase of $3.2 million compared to the approximately $7.200 in gross
profit reported for 2004. Gross profit attributable to the acquisition of
Kinergy on March 23, 2005 contributed all of this increase.
The Registrant anticipates reporting selling, general and
administrative expenses of $8.3 million for 2005, an increase of $7.3 million
compared to the approximately $1.0 million of these expenses reported for 2004.
The Registrant anticipates reporting a net loss of $9.1 million for
2005, an increase of $6.3 million compared to a net loss of $2.8 million
reported for 2004. The increase in net loss primarily resulted from the increase
in selling, general and administrative expenses described above.
Basic and diluted net loss per share are anticipated to be $0.36 based
upon 25.1 million basic and diluted weighted-average shares outstanding for
2005, as compared to basic and diluted net loss per share of $0.23 based upon
12.4 million basic and diluted weighted-average shares outstanding for 2004.
PACIFIC ETHANOL, INC.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: APRIL 3, 2006 By: /S/ WILLIAM G. LANGLEY
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William G. Langley, Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.