UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended NOVEMBER 30, 2002
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 No. 0-11488
PENFORD CORPORATION
(Exact name of registrant as specified in its charter)
Washington 91-1221360
---------------------------------------- --------------------------
(State of Incorporation) (I.R.S. Employer
Identification No.)
7094 South Revere Parkway,
Englewood, Colorado 80112-3932
---------------------------------------- --------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 649-1900
Indicate by a 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
----- -----
The net number of shares of the Registrant's common stock (the Registrant's only
outstanding class of stock) outstanding as of January 3, 2003 was 7,799,396.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A revises Items 1 and 2 of Part I of
our Quarterly Report on Form 10-Q for the quarter ended November 30, 2002 that
was originally filed on January 14, 2003 (the "Form 10-Q") and includes all
information in response to comments from the staff of the Securities and
Exchange Commission.
This report continues to speak as of the date of the original filing of
the Form 10-Q and we have not updated this disclosure in the report to speak as
of a later date. All information contained in this report, the Form 10-Q, is
subject to updating and supplementing as provided in our periodic reports filed
with the Securities and Exchange Commission.
PENFORD CORPORATION AND SUBSIDIARIES
INDEX
<Table>
<Caption>
Page
----
PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets - November 30, 2002 and August 31, 2002 3
Condensed Consolidated Statements of Income - Three Months ended
November 30, 2002 and 2001 4
Condensed Consolidated Statements of Cash Flow - Three Months ended
November 30, 2002 and 2001 5
Notes to Condensed Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11
PART II--OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 14
Signatures 15
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 16
</Table>
2
PART I - FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
PENFORD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<Table>
<Caption>
November 30, August 31,
(In thousands, except share and per share data) 2002 2002
------------ ----------
(Unaudited)
ASSETS
Current assets:
Cash $ 3,409 $ 765
Trade accounts receivable 35,468 29,744
Inventories 26,014 27,956
Prepaid expenses and other 6,232 5,171
------------ ----------
Total current assets 71,123 63,636
Property, plant and equipment, net 129,940 132,042
Deferred income taxes 10,609 10,375
Restricted cash value of life insurance 11,783 11,705
Goodwill, net 16,079 15,850
Other intangible assets, net 2,736 2,770
Other assets 3,590 3,592
------------ ----------
Total assets $ 245,860 $ 239,970
============ ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Bank overdraft $ 1,955 $ 1,754
Accounts payable 17,867 17,161
Accrued liabilities 11,873 10,872
Current portion of long-term debt 67,261 18,779
------------ ----------
Total current liabilities 98,956 48,566
Long-term debt 27,744 77,632
Other postretirement benefits 11,261 11,240
Deferred income taxes 19,834 20,474
Other liabilities 14,953 13,094
------------ ----------
Total liabilities 172,748 171,006
Shareholders' equity:
Preferred stock, par value $1.00 per share, authorized 1,000,000 shares,
none issued -- --
Common stock, par value $1.00 per share, authorized 29,000,000 shares,
issued 9,776,462 and 9,666,149 shares, respectively 9,776 9,666
Additional paid-in capital 26,861 26,055
Retained earnings 70,344 67,513
Treasury stock, at cost, 1,981,016 shares (32,757) (32,757)
Accumulated other comprehensive loss (1,112) (1,513)
------------ ----------
Total shareholders' equity 73,112 68,964
------------ ----------
Total liabilities and shareholders' equity $ 245,860 $ 239,970
============ ==========
</Table>
The accompanying notes are an integral part of these statements.
3
PENFORD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED NOVEMBER 30
(Unaudited)
<Table>
<Caption>
(In thousands except share and per share data) 2002 2001
---------- ----------
Sales $ 66,041 $ 56,305
Cost of sales 54,156 46,106
---------- ----------
Gross margin 11,885 10,199
Operating expenses 6,368 4,714
Research and development expenses 1,411 1,571
---------- ----------
Income from operations 4,106 3,914
Non-operating income, net 1,912 23
Interest expense 1,581 2,090
---------- ----------
Income before income taxes 4,437 1,847
Income taxes 1,139 607
---------- ----------
Net income $ 3,298 $ 1,240
========== ==========
Weighted average common shares and equivalents outstanding:
Basic 7,716,817 7,531,203
Diluted 7,883,796 7,601,533
Earnings per share:
Basic $ 0.43 $ 0.16
Diluted $ 0.42 $ 0.16
Dividends declared per common share $ 0.06 $ 0.06
</Table>
The accompanying notes are an integral part of these statements.
4
PENFORD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
FOR THE THREE MONTHS ENDED NOVEMBER 30
(Unaudited)
<Table>
<Caption>
(In thousands) 2002 2001
---------- ----------
Cash flows from operating activities:
Net income $ 3,298 $ 1,240
Adjustments to reconcile net income to net cash from operations:
Depreciation and amortization 4,361 4,486
Deferred income taxes (884) (193)
Gain on sale of Hi-maize(R) assets (1,916) --
Other (379) --
Change in assets and liabilities:
Trade receivables (5,860) 1,160
Inventories 2,244 961
Accounts payable, prepaids and other 958 (189)
---------- ----------
Net cash provided by operating activities 1,822 7,465
---------- ----------
Cash flow from investing activities:
Investment in property, plant and equipment, net (1,543) (845)
Proceeds from sale of Hi-maize(R) assets, net 2,054 --
Proceeds from licensing agreement 1,653 --
Other (115) 54
---------- ----------
Net cash provided by (used in) investing activities 2,049 (791)
---------- ----------
Cash flow from financing activities:
Borrowings on revolving line of credit 9,078 3,140
Repayments on revolving line of credit (5,496) (4,291)
Repayments of long-term debt (5,525) (3,742)
Issuance of common stock 894 6
Increase (decrease) in cash overdraft 201 (1,472)
Payment of dividends (461) (452)
---------- ----------
Net cash used in financing activities (1,309) (6,811)
---------- ----------
Effect of exchange rate changes on cash and cash equivalents 82 (62)
---------- ----------
Net increase in cash and cash equivalents 2,644 (199)
Cash and cash equivalents, beginning of period 765 199
---------- ----------
Cash and cash equivalents end of period $ 3,409 $ --
========== ==========
</Table>
The accompanying notes are an integral part of these statements.
5
PENFORD CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1--BUSINESS
Penford Corporation ("Penford" or the "Company") is in the business of
developing, manufacturing and marketing specialty natural-based ingredient
systems for various applications, including papermaking, textiles and food
products. The Company operates manufacturing facilities in the United States,
Australia, and New Zealand. Penford's products provide excellent binding and
film-forming characteristics that make customers' products better through
natural, convenient and cost effective solutions. Sales of the Company's
products are generated using a combination of direct sales and distributor
agreements.
The Company has extensive research and development capabilities, which
are used in understanding the complex chemistry of carbohydrate-based materials
and their application. In addition, the Company has specialty processing
capabilities for a variety of modified starches, all of which have similar
production methods.
2--BASIS OF PRESENTATION
The accompanying condensed consolidated financial statements include
the accounts of Penford and its wholly-owned subsidiaries. All material
intercompany transactions and balances have been eliminated. The condensed
consolidated balance sheet at November 30, 2002 and the condensed consolidated
statements of income and cash flows for the interim periods ended November 30,
2002 and 2001 have been prepared by the Company without audit. In the opinion of
management, all adjustments, consisting only of normal recurring adjustments,
that are necessary to present fairly the financial information 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 pursuant to the rules and regulations
of the Securities and Exchange Commission ("SEC"). The results of operations for
interim periods are not necessarily indicative of the operating results of a
full year or of future operations. Certain prior period amounts have been
reclassified to conform with the current period presentation. The accompanying
condensed consolidated financial statements should be read in conjunction with
the consolidated financial statements included in the Company's Annual Report on
Form 10-K for the year ended August 31, 2002.
Effective September 1, 2002, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 144, "Accounting for Impairment or Disposal of
Long-Lived Assets." SFAS No. 144, which supercedes SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
of," retains the fundamental provisions with respect to the recognition and
measurement of long-lived asset impairment but does not apply to goodwill and
other intangible assets. However, SFAS No. 144 provides expanded guidance with
respect to appropriate cash flows to be used to determine whether recognition of
any long-lived asset impairment is required, and if required, how to measure the
amount of the impairment. SFAS No. 144 also requires that any net assets to be
disposed of by sale be reported at the lower of carrying value or fair value
less cost to sell, and expands the reporting of discontinued operations. The
adoption of SFAS No. 144 had no material effect on the Company's results of
operations, financial position or liquidity.
Effective September 1, 2002, the Company adopted SFAS No. 145,
"Recission of Financial Accounting Standards Board ("FASB") Statement No. 4, 44,
and 62, Amendment of FASB Statement No. 13, and Technical Corrections." Among
other things, this statement rescinds SFAS No. 4, "Reporting Gains and Losses
from Extinguishment of Debt," which requires all gains and losses from
extinguishments of debt to be aggregated and, if material, classified as an
extraordinary item, net of related income tax effect. As a result, Accounting
Principles Board Opinion No. 30, "Reporting the Results of Operations--Reporting
the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions" ("APB No. 30") will now be
used to classify those gains and losses. The adoption of SFAS No. 145 had no
effect on the Company's financial position or results of operations for the
three month periods ended November 30, 2002 and 2001. The Company will
reclassify extraordinary items from all prior periods into income from
continuing operations. It is unlikely that the Company will classify future
gains or losses from extinguishment of debt as extraordinary in nature.
6
Effective January 1, 2003, the Company will adopt SFAS No. 146,
"Accounting for Costs Associated with Exit or Disposal Activities." SFAS No. 146
requires that a liability for costs associated with exit or disposal activities
be recognized and measured initially at fair value only when the liability is
incurred. SFAS No. 146 is effective for exit or disposal activities that are
initiated after December 31, 2002. The Company does not expect SFAS No. 146 to
have a material impact on its financial position, results of operations or
liquidity in the fiscal year ending August 31, 2003.
3--INVENTORIES
The components of inventory are as follows:
<Table>
<Caption>
November 30, August 31,
2002 2002
------------ ------------
(In thousands)
Raw materials and other $ 11,932 $ 14,250
Work in progress 604 597
Finished goods 13,478 13,109
------------ ------------
Total inventories $ 26,014 $ 27,956
============ ============
</Table>
4--PROPERTY, PLANT AND EQUIPMENT
<Table>
<Caption>
November 30, August 31,
2002 2002
------------ ------------
(In thousands)
Land $ 13,264 $ 13,153
Plant and equipment 269,422 267,837
Construction in progress 5,877 5,415
------------ ------------
288,563 286,405
Accumulated depreciation (158,623) (154,363)
------------ ------------
Net property, plant and equipment $ 129,940 $ 132,042
============ ============
</Table>
5--RESTRUCTURING RESERVE
In the second quarter of fiscal 2002, the Company announced a strategic
restructuring of its business operations, including the relocation of its
headquarters from the State of Washington to Colorado. During fiscal 2002, the
Company recorded restructuring costs totaling $1,383,000 primarily related to
severance and lease termination costs. The restructuring covers 7 employees, 1
of which had been terminated as of August 31, 2002. Four additional employees
were terminated during the first quarter of fiscal 2003. The following table is
an analysis of the restructuring reserve for the three months ended November 30,
2002.
<Table>
<Caption>
Employee Lease Termination
Costs and Other Total
-------------- -------------------- --------------
(In thousands)
Balance, August 31, 2002 $ 1,014 $ 264 $ 1,278
Payments (154) (22) (176)
-------------- -------------------- --------------
Balance, November 30, 2002 $ 860 $ 242 $ 1,102
============== ==================== ==============
</Table>
7
6--DEBT
On November 26, 2002, the Company's banks approved an amendment to the
Company's credit agreements to modify the leverage ratio and to reduce scheduled
term loan payments in fiscal 2003 to reflect the current operating environment
and to ensure continued availability of credit. The Company is required to
reduce its leverage ratio (the ratio of our debt balance to the trailing four
quarters of earnings before interest, taxes, depreciation and amortization) as
follows: 3.15 to 1 at November 30, 2002; 3.00 to 1 at February 28, 2003; 2.75 to
1 at August 31, 2003; 2.50 to 1 at February 28, 2004; 2.25 to 1 at August 31,
2004 and 2.00 to 1 at November 30, 2004 and thereafter. The Company is required
to reduce its term loans by an additional $1.2 million in fiscal 2003 under
prepayment clauses of its credit agreement. The Company was in compliance with
the amended covenants and expects to be in compliance for the remainder of the
fiscal year.
Pursuant to the Company's credit agreements dated November 2000, the
revolving lines of credit expire on October 31, 2003. Therefore, $47.7 million
of amounts due on these lines of credit at November 30, 2002 has been classified
as current maturities of long-term debt in the Condensed Consolidated Balance
Sheets. The Company expects to refinance its revolving credit agreements on or
before the maturity date.
7--TAXES
The Company's effective tax rate for the three months ended November
30, 2002 varied from the comparable period last year due to a lower tax rate
applied as a result of the sale of certain assets of the Company's Hi-maize(R)
business in Australia as discussed in Note 11.
8--OTHER COMPREHENSIVE INCOME (LOSS)
The components of total comprehensive income are as follows:
<Table>
<Caption>
Three Months ended November 30,
2002 2001
-------------- -------------
(In thousands)
Net income $ 3,298 $ 1,240
Foreign currency translation adjustments 752 (1,014)
Change in unrealized gains (losses) on derivative instruments
that qualify as cash flow hedges (351) (31)
-------------- --------------
Total comprehensive income $ 3,699 $ 195
============== ==============
</Table>
9--SEGMENT REPORTING
Financial information for the Company's three segments is presented
below. The first two segments, Industrial Ingredients--North America and Food
Ingredients--North America, are broad categories of end-market users, primarily
served by the Company's U.S. operation. The third segment is the Company's
geographically separate operations in Australia and New Zealand, which are
engaged primarily in the food ingredients business. A fourth item for "corporate
and other" activity is presented to provide reconciliation to amounts reported
in the condensed consolidated financial statements. Corporate and other
represents the activities related to the corporate headquarters such as public
company reporting, personnel costs of the executive management team,
corporate-wide professional services and elimination and consolidation entries.
Intercompany sales of $61,000 in the three months ended November 30, 2002
between Australia/New Zealand operations and Food Ingredients--North America are
eliminated in corporate and other since the chief operating decision maker views
segment results prior to intercompany eliminations. There were no intercompany
sales in the three months ended November 30, 2001.
8
<Table>
<Caption>
Three Months ended November 30,
2002 2001
-------------- --------------
(In thousands)
Sales:
Industrial Ingredients--North America $ 35,688 $ 29,472
Food Ingredients--North America 11,511 11,506
Australia/New Zealand operations 18,903 15,327
Corporate and other (61) --
-------------- --------------
$ 66,041 $ 56,305
============== ==============
Income (loss) from operations:
Industrial Ingredients--North America $ 2,811 $ 1,315
Food Ingredients--North America 1,700 1,870
Australia/New Zealand operations 1,400 1,573
Corporate and other (1,805) (844)
-------------- --------------
$ 4,106 $ 3,914
============== ==============
</Table>
<Table>
<Caption>
November 30, August 31,
2002 2002
Total assets:
Industrial Ingredients-North America $ 112,210 $ 108,635
Food Ingredients--North America 33,305 35,171
Australia/New Zealand operations 79,100 75,042
Corporate and other 21,245 21,122
-------------- --------------
$ 245,860 $ 239,970
============== ==============
</Table>
Reconciliation of total income from operations for the Company's
segments to income before income taxes as reported in the condensed consolidated
financial statements follows:
<Table>
<Caption>
Three Months ended November 30,
2002 2001
-------------- --------------
(In thousands)
Income from operations $ 4,106 $ 3,914
Non-operating income, net 1,912 23
Interest expense (1,581) (2,090)
-------------- --------------
Income before income taxes $ 4,437 $ 1,847
============== ==============
</Table>
10--EARNINGS PER SHARE
Basic earnings per share reflects only the weighted average common
shares outstanding during the period. Diluted earnings per share reflects
weighted average common shares outstanding and the effect of any dilutive common
stock equivalent shares. At November 30, 2002 and 2001, there were 166,979 and
70,330 dilutive stock options, respectively.
11--NATIONAL STARCH
In November 2002, the Company sold certain assets of its resistant
starch Hi-maize(R) business to National Starch Corporation ("National Starch"),
a wholly-owned subsidiary of ICI of the U.K., for $2.5 million. The Company
recorded a $1.9 million pre-tax gain on the sale of these assets, which gain is
included in non-operating income, net in the Condensed Consolidated Statements
of Income for the three months ended November 30, 2002.
The Company also licensed to National Starch the exclusive rights to
its resistant starch intellectual property portfolio for applications in human
nutrition. The Company retained the rights to practice its intellectual
9
property for all non-human nutrition applications. Under the terms of the
licensing agreement, the Company received an initial licensing fee of $2.25
million ($1.6 million net of transaction expenses) which will be amortized over
the life of the royalty agreement. In addition, the Company will receive annual
royalty payments for a period of seven years or until a maximum of $11.0 million
in royalties is received by the Company. The amortization of the initial
licensing fee and the royalty income is included in net non-operating income in
the statements of income. The licensing agreement was effective the end of
November and minimal amounts were recorded in the first quarter of fiscal 2003.
The Company also entered into a tolling arrangement under which the
Company will manufacture resistant starch products for National Starch, if
requested by National Starch. Sales of these products and the costs to
manufacture pursuant to this agreement are included in income from operations in
the statements of income.
10
ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
Investors should read the following discussion and analysis in conjunction with
the consolidated financial statements and notes thereto included elsewhere in
this report. In addition to historical information, the following discussion and
statements found in the Notes to the Condensed Consolidated Financial Statements
contain certain forward-looking statements within the meaning of Section 21E of
the Securities and Exchange Act, as amended, that involve known and unknown
risks and uncertainties, such as statements of Penford's plans, objectives,
expectations and intentions, including the Company's expectation to be in
compliance with its amended debt covenants, the expectation that the Company
will be able to refinance its revolving credit agreement on or before the
maturity date, the expectation that the Company will not need to increase
borrowings in the normal course of operations for the remainder of the fiscal
year and the expectation that the Company will not incur additional compensation
expenses related to its outgoing officers. You should read the cautionary
statements made in this report as being applicable to all related
forward-looking statements wherever they appear in this report. Forward-looking
statements can be identified by the use of words such as "believes," "intends,"
"may," "will," "looks," "should," "could," "anticipates," "expects," or
comparable terminology or by strategies or trends. Actual results could differ
materially from those discussed in the forward-looking statements. Factors that
could cause or contribute to such differences include, but are not limited to,
those discussed in the Company's reports filed with the Securities and Exchange
Commission, including the Company's annual report on Form 10-K for the year
ended August 31, 2002. You should not rely on these forward-looking statements,
which reflect only the Company's opinion as of the date of this report. We do
not assume any obligation to revise forward-looking statements.
RESULTS OF OPERATIONS
Results of operations for the Company's three segments is presented
below. The first two segments, Industrial Ingredients--North America and Food
Ingredients--North America, are broad categories of end-market users, primarily
served by the Company's U.S. operation. The third segment is the Company's
geographically separate operations in Australia and New Zealand, which are
engaged primarily in the food ingredients business. A fourth item for "corporate
and other" activity is presented to provide reconciliation to amounts reported
in the consolidated financial statement. Corporate and other represents the
activities related to the corporate headquarters such as public company
reporting, personnel costs of the executive management team, corporate-wide
professional services and elimination and consolidation entries.
Sales
For the three months ended November 30, 2002, consolidated sales
increased $9.7 million, or 17%, to $66.0 million from $56.3 million for the
three months ended November 30, 2001.
Sales at the Company's Industrial Ingredients--North America business
unit increased by $6.2 million, or 21%, in the first quarter of fiscal 2003
compared to the year-ago quarter. The increase is primarily due to sales volume
growth of $6.7 million as paper industry customers reconfigured manufacturing
processes and replenished inventories, offset by $0.5 million unfavorable
pricing and product mix.
Sales at Penford's Australia/New Zealand operations rose $3.6 million,
or 23% in the first quarter of fiscal 2003 compared to the same quarter of
fiscal 2002, due to sales volume increases of $0.8 million, favorable product
mix and pricing of $1.0 million and favorable currency exchange rates of $1.7
million.
The Food Ingredients--North America sales in the first quarter of
fiscal 2003 of $11.5 million were comparable to the year-ago quarter. Minor
increases in sales volumes for the quarter of $0.4 million were offset by
negative changes in the product mix as French-fry coating sales were down from
the same quarter last year.
11
Income from operations
Consolidated income from operations increased by $0.2 million, or 5%,
to $4.1 million for the quarter ended November 30, 2002 as compared to the
year-ago quarter.
Income from operations at the Company's Industrial Ingredients--North
America business unit more than doubled to $2.8 million for the first quarter of
fiscal 2003 compared to the year-ago quarter. This increase was primarily due to
$1.1 million related to the aforementioned double-digit sales volume growth for
the quarter and lower chemical costs of $0.5 million, offset by higher natural
gas costs of $0.3 million.
Income from operations at Penford's Australia/New Zealand operations
declined by 11% in the first quarter of fiscal 2003 compared to the same quarter
of fiscal 2002. The significant revenue gains discussed in the Sales section
above were more than off-set by historically high raw material grain costs
caused by the continuing drought in the region.
The Food Ingredients--North American business unit recorded income from
operations of $1.7 million for the three months ended November 30, 2002. This
represents a decline of $0.2 million, or 9%, as compared to income from
operations for the same period in 2001. This decline was primarily due to higher
manufacturing costs of $0.4 million, including increases in the cost of potato
starch and chemical raw materials of $0.3 million, partially offset by a $0.2
million decrease in research and development costs due to reductions in
personnel.
Corporate operating expense
Corporate operating expenses increased approximately $1.0 million in
the first quarter of fiscal 2003 compared to the same quarter in the prior year.
This increase is primarily due to increases in executive personnel costs of
approximately $0.8 million and increases in travel costs and professional fees
of approximately $0.2 million. During the first quarter of fiscal 2003, the
Company incurred increased compensation expenses for both current and outgoing
officers of the Company. The Company does not anticipate additional compensation
expenses for its outgoing officers during the remainder of fiscal 2003.
Interest and taxes
Interest expense decreased 24% in the three months ended November 30,
2002 compared to the same quarter in fiscal 2002 due to lower debt balances and
favorable interest rates.
The Company's effective tax rate for the three months ended November
30, 2002 varied from the comparable period last year due to a lower tax rate
applied as a result of the sale of certain assets of the Company's Hi-maize(R)
business in Australia as discussed in Note 11 to the Condensed Consolidated
Financial Statements.
Non-operating income, net
Non-operating income, net increased in the first quarter of fiscal 2003
due to the gain on the sale of certain assets of the Company's Hi-maize(R)
business as discussed in Note 11 to the Condensed Consolidated Financial
Statements.
LIQUIDITY AND CAPITAL RESOURCES
At November 30, 2002, the Company had $27.8 million in negative working
capital compared to $15.1 million of positive working capital at August 31,
2002. Excluding the current portion of the Company's revolving and term credit
agreement, the Company had $32.9 million of positive working capital at November
30, 2002. Cash flow from operations was $1.8 million and $7.5 million for the
three months ended November 30, 2002 and 2001, respectively. The decrease in
operating cash flow is primarily due to an increase in accounts receivable at
November 30, 2002, reflecting higher sales at the Company's Industrial
Ingredients--North America and Australia/New Zealand business units and a U.S.
holiday which coincided with the Company's quarter end.
12
Cash flow from investing activities increased approximately $2.8
million primarily due to the receipts of cash related to the Company's sale of
certain assets of its Hi-maize(R) business and an upfront licensing fee for the
use of certain intellectual property. See Note 11 to the Condensed Consolidated
Financial Statements.
At November 30, 2002, the Company had $54.2 million outstanding under
its revolving credit facilities and Australian inventory financing credit
agreement. The Company's revolving lines of credit mature October 31, 2003.
Therefore, $47.7 million due on these lines of credit at November 30, 2002 has
been classified as current maturities of long-term debt. The Company expects to
refinance its revolving credit agreements on or before the maturity date.
Under the amended financial covenants of its credit agreements, the
Company is required over the coming fiscal quarters to improve its leverage
ratio (the ratio of the debt balance to the trailing four quarters of earnings
before interest, taxes, depreciation and amortization) to 3.15 to 1 at November
30, 2002; 3.00 to 1 at February 28, 2003; 2.75 to 1 at August 31, 2003; 2.50 to
1 at February 29, 2004; 2.25 to 1 at August 31, 2004; and 2.00 to 1 at November
30, 2004. The Company has limited ability to borrow on available capacity under
its existing credit lines until the leverage ratio improves. However, the
Company does not expect to increase borrowings, other than seasonal borrowing
related to grain purchasing in our Australia/New Zealand operations. The Company
anticipates that it will have sufficient borrowing capacity and availability on
its credit lines to fund those seasonal grain purchases.
The financial covenants in the Company's credit agreement also restrict
new indebtedness, require maintenance of minimum tangible net worth and limit
annual capital expenditures to $15 million for fiscal 2003. In addition to the
leverage ratio, the Company is also required to maintain interest coverage and
fixed charges coverage ratios. If earnings fall below projected levels, the
Company may be required to limit capital expenditures and/or dividends. The
Company was in compliance with the amended covenants and expects to be in
compliance for the remainder of the fiscal year.
During the first quarter of fiscal 2003, the Company paid dividends of
$0.5 million, comparable to the dividend payment in the same quarter last year.
Any future dividends will be paid at the discretion of the Company's board of
directors and will depend upon, among other things, earnings, financial
condition, cash requirements and availability, and contractual requirements.
13
PART II - OTHER INFORMATION
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(b) There were no filings on Form 8-K in the quarter ended November 30,
2002.
14
SIGNATURES
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.
Penford Corporation
-----------------------------------------------
(Registrant)
July 10, 2003 /s/ Steven O. Cordier
-----------------------------------------------
Steven O. Cordier
Vice President and Chief Financial Officer
15
CHIEF EXECUTIVE OFFICER CERTIFICATION
I, Thomas D. Malkoski, certify that:
1. I have reviewed this quarterly report on Form 10-Q/A of Penford
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is begin prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
PENFORD CORPORATION
Date: July 10, 2003 /s/ THOMAS D. MALKOSKI
-----------------------------------------
Thomas D. Malkoski
Chief Executive Officer
16
CHIEF FINANCIAL OFFICER CERTIFICATION
I, Steven O. Cordier, certify that:
1. I have reviewed this quarterly report on Form 10-Q/A of Penford
Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is begin prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
PENFORD CORPORATION
Date: July 10, 2003 /s/ STEVEN O. CORDIER
----------------------------------------
Steven O. Cordier
Chief Financial Officer
17
EXHIBIT INDEX
<Table>
<Caption>
EXHIBIT
- -------
99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
</Table>