SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 30, 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 0-1287 STERLING SUGARS, INC. ____________________________________________________________________ Exact name of registrant as specified in its charter Delaware 72-0327950 _______________________________ ______________________________ State or other jurisdiction of IRS employer identification incorporation or organization number P. O. Box 572, Franklin, La. 70538 ____________________________________________________________________ Address of principal executive offices Zip Code Registrant's telephone number including area code 318 828 0620 Not Applicable ____________________________________________________________________ Former name, former address and former fiscal year, if changed since last report. Indicate by check mark whether 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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirments for the past 90 days. YES X NO There were 2,500,000 common shares outstanding at June 2, 1999. Total number of pages 15 -1- STERLING SUGARS, INC. I N D E X PAGE NUMBER PART I: FINANCIAL INFORMATION: ITEM 1. FINANCIAL STATEMENTS Condensed balance sheets April 30, 1999 (unaudited) and July 31, 1998 I-1 Statements of earnings and retained earnings Nine months ended April 30, 1999 (unaudited) and 1998 (unaudited) (restated) and 1998 (unaudited) (restated) I-2 Statements of earnings and retained earnings Three months ended April 30, 1999 (unaudited) and 1998 (unaudited) (restated) I-3 Statements of cash flows Nine months ended April 30, 1999 (unaudited) and 1998 (unaudited) (restated) I-4 Notes to condensed financial statements Three and nine months ended April 30, 1999 and 1998 I-6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS I-8 PART II. OTHER INFORMATION: ITEM 6. EXHIBITS AND REPORTS ON FORM 8K II-1 -2- STERLING SUGARS, INC. CONDENSED BALANCE SHEETS April 30, July 31, 1999 1998 UNAUDITED NOTE ASSETS: --------------------------- CURRENT ASSETS: Cash and short-term investments $ 2,361 $ 164,152 Accounts receivable 5,678,849 376,308 Inventories 4,824,615 655,001 Expenditures for future crops 125,705 330,760 Deferred income taxes 543,000 543,000 Other current assets 526,567 720,664 ------------- ------------- TOTAL CURRENT ASSETS $ 11,701,097 $ 2,789,885 ------------- ------------- Property, plant and equipment - net $ 24,040,411 $ 24,312,667 ------------- ------------- Expenditures for future crops $ 1,208,174 $ 1,208,174 ------------- ------------- Notes receivable - net of allowance $ 456,712 $ 497,460 ------------- ------------- Other assets $ 42,588 $ 34,002 ------------- ------------- $ 37,448,982 $ 28,842,188 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY: CURRENT LIABILITIES: Notes Payable $ 4,188,030 $ 1,135,000 Accounts payable and accrued expenses 1,479,193 885,857 Due cane growers 4,275,624 239,835 Current portion long-term debt 950,877 941,151 ------------- ------------- TOTAL CURRENT LIABILITIES $10,893,724 $ 3,201,843 ------------- ------------- Long-term debt $ 8,260,054 $ 8,777,263 ------------- ------------- Deferred income taxes $ 1,183,900 $ 1,183,900 ------------- ------------- STOCKHOLDERS' EQUITY: Common stock $ 2,500,000 $ 2,500,000 Additional paid in capital 38,245 40,455 Retained earnings 14,573,059 13,138,727 ------------- ------------- $ 17,111,304 $ 15,679,182 ------------- ------------- $ 37,448,982 $ 28,842,188 ============= ============= NOTE: The balance sheet at July 31, 1998 has been taken from the audited financial statements at that date, and condensed. See notes to condensed financial statements I-1 -3- STERLING SUGARS, INC. STATEMENT OF EARNINGS AND RETAINED EARNINGS (UNAUDITED) NINE MONTHS ENDED APRIL 30 --------------------------- 1999 1998 ---- (Restated) NOTE B ---------- REVENUES: Sugar and molasses sales $37,658,969 $39,687,828 Interest earned 3,800 16,237 Mineral leases and royalties 81,882 113,954 Loss on sale of depreciable assets - (139,902) Gain on sale of land 299,495 - Other 1,422,816 848,931 ------------ ------------ $39,466,962 $40,527,048 ------------ ------------ COSTS AND EXPENSES: Cost of products sold $35,515,072 $34,885,123 General and administrative 709,281 741,004 Interest expense 929,171 952,568 ------------ ------------ $37,153,524 $36,578,695 ------------ ------------ NET EARNINGS BEFORE INCOME TAXES $ 2,313,438 $ 3,948,353 INCOME TAXES 879,106 1,500,374 ------------ ------------ NET EARNINGS $ 1,434,332 $ 2,447,979 RETAINED EARNINGS AT BEGINNING OF PERIOD 13,138,727 11,847,433 ------------ ------------ RETAINED EARNINGS AT END OF PERIOD $14,573,059 $14,295,412 ============ ============ NET EARNINGS PER SHARE $ .57 $ .98 ============ ============ See notes to condensed financial statements I-2 -4- STERLING SUGARS, INC. STATEMENT OF EARNINGS AND RETAINED EARNINGS (UNAUDITED) THREE MONTHS ENDED APRIL 30 ----------------------------- 1999 1998 ---- (Restated) NOTE B ---------- REVENUES: Sugar and molasses sales $ 8,509,408 $12,238,562 Interest earned 1,820 982 Mineral leases and royalties 40,290 31,237 Gain on sale of land 299,495 - Other 104,553 13,967 ------------ ------------ $ 8,955,566 $12,284,748 ------------ ------------ COSTS AND EXPENSES: Cost of products sold $ 9,493,240 $12,730,143 General and administrative 309,763 264,896 Interest expense 238,563 280,567 ------------ ------------ $10,041,566 $13,275,606 ------------ ------------ NET LOSS BEFORE INCOME TAXES $(1,086,000) $ (990,858) INCOME TAXES (CREDIT) (412,680) (376,526) ------------ ------------ NET LOSS $ (673,320) $ (614,332) RETAINED EARNINGS AT BEGINNING OF PERIOD 13,138,727 14,279,585 ------------ ------------ RETAINED EARNINGS AT END OF PERIOD $12,465,407 $13,665,253 ============ ============ NET LOSS PER SHARE $ ( .27) $ ( .25) ============ ============ See notes to condensed financial statements I-3 -5- STERLING SUGARS, INC. STATEMENT OF CASH FLOWS (UNAUDITED) NINE MONTHS ENDED APRIL 30 --------------------------- 1999 1998 ---- (Restated) NOTE B ---------- OPERATING ACTIVITIES: Net earnings $ 1,434,332 $ 2,447,979 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation 1,650,464 1,414,618 Loss on sale of depreciable assets - 139,902 Gain on sale of land (299,495) - Changes in operating assets and liabilities: Increase in accounts receivable ( 5,302,541) (4,700,725) Increase in inventories ( 4,169,614) (1,621,478) Increase in accounts payable accrued expenses and due cane growers 4,629,125 1,502,775 Other items - net 88,911 799,106 ------------ ------------ Net cash provided by operating activities $ (1,968,818) $( 17,823) ------------ ------------ INVESTING ACTIVITIES: Collection on notes receivable 78,774 129,288 Issuance of notes receivable 38,026 - Purchase of property, plant and equipment $( 1,078,763) $( 2,528,109) Proceeds from sale of depreciable assets - 299 Proceeds from sale of land 299,495 - ----------- ------------ Net cash used in investing activities $( 738,520) $( 2,398,522) ------------ ------------ FINANCING ACTIVITIES: Proceeds from short-term notes payable and long-term debt $ 27,568,607 $ 17,155,275 Payments on short-term notes payable and long-term debt (25,023,060) (16,723,413) ------------ ------------ Net cash provided by financing activities $ 2,545,547 $ 431,862 ------------ ------------ Decrease in cash and temporary investments $( 161,791) $( 1,984,483) Cash and temporary investments at the beginning of the period 164,152 302,616 ------------ ------------ Cash and temporary investments at the end of the period $ 2,361 $( 1,681,867) ============ ============ Continued See notes to condensed financial statements I-4 -6- STERLING SUGARS, INC. STATEMENT OF CASH FLOWS (UNAUDITED) Supplemental information: Interest paid $ 838,088 $ 843,539 =========== =========== Income taxes paid $ -0- $ 225,000 =========== =========== I-5 -7- STERLING SUGARS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS THREE AND NINE MONTHS ENDED APRIL 30, 1999 AND 1998 (UNAUDITED) (CONTINUED) A. CONDENSED FINANCIAL STATEMENTS: The condensed balance sheet as of April 30, 1999, the statements of earnings and retained earnings for the three and nine months ending April 30, 1999 and 1998, and the condensed statements of cash flows for the nine month periods then ended have been prepared by the Company, without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at April 30, 1999 and for all periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the July 31, 1998 report to stockholders and/or the transition Form 10-K filed with the Securities and Exchange Commission on October 30, 1998. The results of operations for the period ending April 30, 1999 are not necessarily indicative of the operating results expected for the full year. I-6 -8- STERLING SUGARS, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS THREE AND NINE MONTHS ENDED APRIL 30, 1999 AND 1998 (UNAUDITED) B. CHANGE OF FISCAL YEAR The Company changed its fiscal year from January 31 to July 31 of each year and was audited for the six month period ending July 31, 1998. In conjunction with the audit, a transition Form 10K was filed with the Securities and Exchange Commission on October 30, 1998. In past years the Company deferred sales and costs related to the coming grinding season for the first three quarters of the fiscal year in order to properly match revenues and expenses. With the change in the fiscal year, these deferrals are no longer necessary. To provide comparable financial statements for the periods ending April 30, 1999 and 1998, the Statement of earnings and retained earnings and the Statement of cash flows for the previous year have been restated. I-7 -9- STERLING SUGARS, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations: General Information: The Company's grinding season commenced on October 1, 1998 and ended January 9, 1999. A total of 1,031,144 tons of sugarcane were processed which was a company record. The Company processed 899,989 tons last year also a company record at that time. Sugar yield was down this year at 187.87 pounds of sugar per ton of sugarcane compared to 210.31 pounds the previous year. The lower yield for the current year was most likely caused by the unusually warm weather experienced throughout the harvesting season. This caused the cane to continue its growth. Sugarcane uses sugar for growth thereby causing a decrease in sugar yield while at the same time increasing the yield of sugarcane per acre. Even though the Company ground 131,155 tons of cane more than last year, only slightly more sugar was produced. For the current crop, the Company produced 193,724,015 pounds of raw sugar compared to 189,284,124 pounds the previous year. The price of raw sugar remained approximately the same for both years. Blackstrap molasses production increased from 4.86 gallons per ton the previous year to 5.20 gallons per ton of cane for the current year. Total production of molasses was 4,376,292 gallons last year compared to 5,356,924 gallons this year. However, the increased production was offset by a decline in price for blackstrap molasses. The price last year was quoted at $57.50 per ton of molasses (there are 171 gallons of molasses per ton) compared to the current price of $32.50 per ton. Lower demand worldwide, particularly in the Asian sector, has caused the price to drop. Sugar and Molasses Sales: Sugar and molasses sales for the nine months ended April 30, 1999 and 1998 were as follows: 1999 1998 ---------------------------- Raw sugar sales $36,834,532 $38,641,894 Blackstrap molasses 824,437 1,045,934 ------------ ------------ $37,658,969 $39,687,828 ============ ============ I-8 -10- Sugar and molasses sales remained steady for the two periods. Raw sugar inventories were $4,168,485 for the nine months ended April 30, 1999 and $1,816,416 for the same period last year. The difference in inventories is reflected in the raw sugar sales above given that the quantity of sugar produced and the price were approximatley the same. Although the Company produced more molasses in the current year, sales are down due to a drop in price. The current price for molasses is $32.50 per ton compared to $57.50 at the same time last year. The price drop is a result of an over supply of molasses worldwide coupled with lesser demand. Interest Earned: Interest earned for the nine month period ending April 30, 1999 was $3,800 compared to $16,237 for the same period last year. The interest income for the current period reflects the smaller amount of funds available for short-term investment and to a lesser extent lower interest rates. Mineral Leases and Royalties: Mineral leases and royalties were down for the nine months ended April 30, 1999 at $81,882 compared to $113,957 for the same period last year. With the decline in oil prices, seismic activity has also declined resulting in less income from that source. Mineral leases and royalties increased for the three month periods ending April 30, 1999 and 1998. These figures were $40,290 and $31,237, respectively. The increase resulted from the renewal of an oil and gas lease on 321 acres in St. Mary Parish during the quarter ended April 30, 1999. Loss on the Sale of Depreciable Assets: There was no loss from the sale of depreciable assets for the nine months ended April 30, 1999. A loss of $139,902 was recorded for the same period last year. This loss resulted from the sale or scrapping of obsolete machinery and equipment. Gain on the Sale of Land: In February, 1999, the Company sold 1,795.31 acres to the U. S. Corps of Engineers under threat of expropriation. The sale resulted in a gain of $299,495. The land sold consisted entirely of low lands and wet lands. The Company retained mineral rights to the land. To avoid tax consequences, the Company purchased 416.07 acres of like-kind property for $503,940. This purchased property is principally cane land. I-9 -11- Other Revenues: Other revenues, which consist mainly of miscellaneous income items and cane land rentals, were $1,422,816 for the nine months ended April 30, 1999 and $848,931 for the nine months ended April 30, 1998. The 1998 other revenues amount includes a one time charge of $440,000 against cane rental income of Oaklawn Plantation made in conjunction with the purchase of approximatley 8,500 acres in December, 1996. For the three months ended April 30, 1999 and 1998, other revenues were $104,553 and $13,967, respectively. The 1999 amount included for the first time cane land rentals for land that had been purchased in LaFourche Parish the previous year. Cost of Products Sold: Cost of products sold totaled $35,515,072 for the nine months ended April 30, 1999 and $34,885,123 for the nine months ended April 30, 1998. The costs charged to this account are relative to the sales of raw sugar and molasses. General and Administrative Expenses: General and administrative expenses were $709,281 for the nine months ended April 30, 1999 and $741,004 for the same period last year. The principal difference in two amounts is auditing expense. Because of the change in fiscal year, the Company incurred no auditing expense for the nine months ending April 30, 1999 whereas such charges were included in the nine months ending April 30, 1998. Interest Expense: Interest expense decreased slightly from $952,568 for the nine ended April 30, 1998 to $929,171 for the nine months ended April 30, 1999. The decline resulted from lower interest rates. For the period ended April 30, 1998, the short-term interest rate was 8.50 percent. Beginning in August, 1998, the rate declined steadily with the rate stabilizing at 6.75 percent in November, 1998. The Company also renegotiated the terms of a long-term loan with a bank from a rate of 8.25 percent to 8.00 percent effective October 1, 1998. Income Taxes: The income tax expense for the three and nine month periods ending April 30, 1999 and 1998 was recorded at the statutory rate of 38 percent which reflects the 34 percent federal corporate rate plus 4 percent state income taxes. Liquidity and Capital Resources: At April 30, 1999, the Company had working capital of $807,373 compared to a negative working capital of $411,958 at July 31, 1998. Due to the seasonal nature of the industry, it is not uncommon to have a negative working capital balance just before the start of the new season. I-10 -12- For the six month period ending July 31, 1999, the Company has budgeted $4,275,950 for capital improvements and repairs to the factory and $14,194,473 (which includes short-term debt repayment) for general and administrative expenses. At April 30, 1999, short-term debt was $4,188,030 and the Company expects to substantially pay off the debt by the year ended July 31, 1999. The remainder of the budgeted expenditures will be financed internally with any excess financed short-term through a bank with which the Company has a $9,000,000 line of credit. I-11 -13- PART II - OTHER INFORMATION ITEM 6 - EXHIBITS AND REPORTS ON FORM 8K (a) Exhibits - None (b) Reports on Form 8K On March 8, 1999, the Company filed Form 8K notifying the Securities and Exchange Commission that the Company had changed auditors. The Form 8K is incorporated herein by reference. II-1 -14- SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. STERLING SUGARS, INC. --------------------- (REGISTRANT) DATE June 11, 1999 By /s/ Craig P. Caillier --------------------------- --------------------- CRAIG P. CAILLIER PRESIDENT AND CHIEF EXECUTIVE OFFICER DATE June 11, 1999 By /s/ Stanley H. Pipes ---------------------------- --------------------- STANLEY H. PIPES VICE PRESIDENT AND TREASURER II-2 -15-