1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
AMENDMENT NO.1 TO THE QUARTERLY REPORT
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 28, 2001
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.)
777-108th Avenue N.E., Suite 2390, Bellevue, WA 98004-5193
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (425) 462-6000
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
--- ---
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of March 30, 2001.
Class Outstanding
----- -----------
Common stock, par value $1.00 7,486,055
2
PENFORD CORPORATION AND SUBSIDIARIES
INDEX
Page No.
--------
PART I - FINANCIAL INFORMATION
Item 1 - Financial Statements
Condensed Consolidated Balance Sheets
February 28, 2001 (restated) and August 31, 2000 3
Condensed Consolidated Statements of Operations
Three and Six Months Ended February 28, 2001
(restated) and February 29, 2000 4
Condensed Consolidated Statements of Cash Flow
Six Months Ended February 28, 2001 (restated) and
February 29, 2000 5
Notes to Condensed Consolidated Financial Statements 6-11
Item 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations 12-14
Item 3 - Quantitative and Qualitative Disclosures
About Market Risk 15
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings 16
Item 2 - Changes in Securities 16
Item 3 - Defaults Upon Senior Securities 16
Item 4 - Submission of Matters to a Vote of Security Holders 16
Item 5 - Other Information 16
Item 6 - Exhibits and Reports on Form 8-K 17-18
SIGNATURES 19
2
3
PART I - FINANCIAL INFORMATION
Item 1 Financial Statements
PENFORD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
February 28, 2001
(as restated - August 31,
See Note 9) 2000
----------------- ---------
ASSETS
Current assets:
Trade accounts receivable $ 31,012 $ 17,530
Inventories:
Raw materials and other 8,796 3,016
Work in progress 529 502
Finished goods 14,916 6,701
--------- ---------
24,241 10,219
Prepaid expenses and other 7,143 5,580
--------- ---------
Total current assets 62,396 33,329
Net property, plant and equipment 144,136 114,848
Deferred income taxes 11,414 11,466
Restricted cash value of life insurance 11,763 12,330
Other assets 5,125 3,650
Goodwill, net 15,297 --
--------- ---------
Total assets $ 250,131 $ 175,623
========= =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Bank overdraft, net $ 132 $ 313
Accounts payable 18,938 10,068
Accrued liabilities 6,283 8,305
Current portion of long-term debt 12,816 2,857
--------- ---------
Total current liabilities 38,169 21,543
Long-term debt 105,278 47,824
Other postretirement benefits 10,961 10,805
Deferred income taxes 22,283 21,048
Other liabilities 7,944 6,539
Shareholders' equity:
Common stock 9,449 9,392
Additional paid-in capital 23,734 23,129
Retained earnings 66,621 68,100
Treasury stock (32,757) (32,757)
Accumulated other comprehensive income (loss) (1,551) --
--------- ---------
Total shareholders' equity 65,496 67,864
--------- ---------
Total liabilities and shareholders' equity $ 250,131 $ 175,623
========= =========
See accompanying notes to condensed consolidated financial statements.
3
4
PENFORD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands except per share data)
Three Months Six Months
Ended February 28/29 Ended February 28/29
----------------------------- -----------------------------
2001 2001
(as restated - (as restated -
See Note 9) 2000 See Note 9) 2000
-------------- ----------- -------------- -----------
Sales $ 50,709 $ 38,333 $ 97,562 $ 78,886
Cost of sales 41,691 27,128 77,591 56,615
----------- ----------- ----------- -----------
Gross margin 9,018 11,205 19,971 22,271
Operating expenses 5,711 4,474 10,824 9,069
Research and development 1,694 1,295 3,344 2,667
----------- ----------- ----------- -----------
Income from operations 1,613 5,436 5,803 10,535
Interest expense (2,838) (1,205) (5,329) (2,481)
----------- ----------- ----------- -----------
Income (loss) before taxes and
extraordinary item (1,225) 4,231 474 8,054
Income tax expense (benefit) (393) 1,481 170 2,820
----------- ----------- ----------- -----------
Income (loss) before extraordinary item (832) 2,750 304 5,234
Extraordinary loss on early extinguishment
of debt, net of applicable income
taxes of $478 -- -- (888) --
----------- ----------- ----------- -----------
Net income (loss) $ (832) $ 2,750 $ (584) $ 5,234
=========== =========== =========== ===========
Weighted average common shares and equivalents
outstanding, assuming dilution 7,458,615 7,770,532 7,651,659 7,740,074
Earnings per common share:
Income (loss) before extraordinary item $ (0.11) $ 0.37 $ 0.04 $ 0.71
=========== =========== =========== ===========
Extraordinary loss $ -- $ -- $ (0.12) $ --
============ =========== =========== ===========
Net income $ (0.11) $ 0.37 $ (0.08) $ 0.71
=========== =========== =========== ===========
Earnings per common share, assuming dilution:
Income (loss) before extraordinary item $ (0.11) $ 0.35 $ 0.04 $ 0.68
=========== =========== =========== ===========
Extraordinary loss $ -- $ -- $ (0.12) $ --
=========== =========== =========== ===========
Net income $ (0.11) $ 0.35 $ (0.08) $ 0.68
=========== =========== =========== ===========
Dividends declared per common share $ 0.06 $ 0.05 $ 0.12 $ 0.10
=========== =========== =========== ===========
See accompanying notes to condensed consolidated financial statements.
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5
PENFORD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
(Dollars in thousands)
Six Months
Ended February 28/29
---------------------------
2001
(as restated -
See Note 9) 2000
-------------- --------
Operating Activities:
Net income $ (584) $ 5,234
Adjustments to reconcile net income
to net cash from operations:
Loss on early extinguishment of debt 888 --
Depreciation and amortization 8,886 6,709
Deferred income taxes 132 (330)
Change in operating assets and liabilities excluding
impact of Penford Australia Limited acquisition:
Trade receivables (3,697) (1,674)
Inventories (1,768) (566)
Accounts payable, prepaids and other (697) 2,119
--------- --------
Net cash from operating activities 3,160 11,492
Investing Activities:
Additions to property, plant and equipment, net (7,653) (8,529)
Acquisition of Penford Australia Limited (55,886) --
Other 1,309 513
--------- --------
Net cash used by investing activities (62,230) (8,016)
Financing Activities:
Proceeds from revolving line of credit 41,093 30,282
Payments on revolving line of credit (35,386) (28,470)
Proceeds from long-term debt 105,649 --
Payments on long-term debt (50,571) (3,277)
Payment of fees for early extinguishment of debt (1,366) --
Exercise of stock options 530 148
Purchase of treasury stock -- (767)
Payment of dividends (891) (747)
--------- --------
Net cash provided (used) by financing activities 59,058 (2,831)
--------- --------
Effect of exchange rate changes on cash and cash equivalents 193 --
--------- --------
Net increase (decrease) in cash and equivalents 181 645
Cash and cash equivalents (bank overdraft) at
beginning of period (313) 15
--------- --------
Cash and cash equivalents (bank overdraft) at
end of period $ (132) $ 660
========= ========
See accompanying notes to condensed consolidated financial statements.
5
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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 carbohydrate-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 unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting
principles for interim financial information and with the instructions
to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. In the
opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation for the interim
periods presented have been included. The preparation of financial
statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates. Operating results for
the three and six month periods ended February 28, 2001 are not
necessarily indicative of the results that may be expected for the year
ending August 31, 2001. For further information, refer to the
consolidated financial statements and footnotes thereto included in
Penford Corporation's annual report on Form 10-K for the fiscal year
ended August 31, 2000.
3. RECENT ACCOUNTING DEVELOPMENTS
Effective September 1, 2000, the Company adopted Statement of Financial
Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes standards
for recognition and measurement of derivatives and hedging activities.
In the first quarter of fiscal 2001, the Company recorded an immaterial
cumulative effect of change in accounting principle to other
comprehensive income for derivatives which hedge the variable cash flows
of certain forecasted transactions.
6
7
4. ACQUISITION OF PENFORD AUSTRALIA LIMITED
On September 29, 2000, Penford Corporation completed its acquisition of
Starch Australasia Limited from Goodman Fielder Limited for $54.2
million (USD) in cash, plus costs incurred directly related to the
acquisition of approximately $1.7 million (USD), including accounting,
financial consulting, taxation, legal and other due diligence efforts.
Starch Australasia Limited, renamed Penford Australia Limited ("Penford
Australia"), is Australia's sole producer of corn starch products and a
world leader in the research, development and commercialization of novel
starch-based products. Penford Australia manufactures products used to
enhance the functionality of packaged food products, as well as products
used in the mining and paper industries. Its operations include three
manufacturing facilities, two in Australia and one in New Zealand, for
processing specialty corn starches and wheat related products.
The acquisition was recorded using the purchase method of accounting.
Accordingly, a portion of the purchase price was allocated to net
tangible and intangible assets acquired based on their estimated fair
values. The balance of the purchase price was recorded as goodwill,
which is being amortized over a twenty year period. Five months of
Penford Australia's results of operations, from the September 29, 2000
date of acquisition, are included in the consolidated financial
statements for the six months ended February 28, 2001.
The following unaudited pro forma financial information presents the
combined results of operations of the Company and Penford Australia, as
if the acquisition had occurred on September 1, 2000 and 1999,
respectively. The unaudited pro forma financial information does not
necessarily reflect the results of operations that would have occurred
had the Company and Penford Australia constituted a single entity during
such periods (dollars in thousands except per share data).
Six Months Ended
February 28/29
----------------------------
2001 2000
--------- ---------
Sales $ 104,193 $ 114,778
Net income $ 487 $ 4,524
Net income per share
Basic $ .07 $ .61
========= =========
Diluted $ .06 $ .58
========= =========
7
8
5. CREDIT FACILITIES
On September 29, 2000, the Company obtained interim financing to finance
the acquisition of Penford Australia and to replace its existing credit
facilities. As a result, except for a $5 million uncommitted line of
credit that remained in place, all outstanding debt as of August 31,
2000 was replaced by a $120 million bridge loan with a syndicate of
banks, consisting of the same three banks responsible for the previous
$75 million unsecured credit facility. Borrowings under the bridge loan
facility totaled $109.5 million.
Of the facilities replaced by the bridge loan facility, $18.6 million
was principal repaid to holders of private placement debt. Terms of the
private placements also required a prepayment fee of $1.4 million, which
has been presented as an extraordinary item, net of the related tax
benefit of $478,000.
On November 15, 2000, a new $130 million credit facility was completed
with the aforementioned syndicate of banks, including the addition of an
Australian bank, which replaced the bridge loan. The credit facility
consists of various agreements with $65 million in term loans and $65
million of revolving lines of credit. The revolving lines of credit
expire on October 31, 2003, and the term loans expire on October 31,
2005. Borrowing rates available to the Company under the entire credit
facility are based on either the LIBOR or prime rate, depending on the
selection of borrowing options. All of Penford's assets secure the
credit facility, and the new agreements include, among other terms,
financial covenants with limitations on indebtedness, minimum net worth
and maintenance of certain leverage, interest and fixed charge coverage
ratios. The Company has obtained a waiver for noncompliance with certain
of the financial covenants this fiscal year.
6. COMPREHENSIVE INCOME
The components of comprehensive income (loss) are as follows (dollars in
thousands):
Three Months Ended Six Months Ended
February 28/29 February 28/29
----------------------- -----------------------
2001 2001
(as restated) 2000 (as restated) 2000
------------- ------ ------------- ------
Net income (loss) $(832) $2,750 $ (584) $5,234
Change in unrealized losses on derivative
instruments that qualify as cash flow hedges (190) -- (1) --
Foreign currency translation adjustments 573 -- (1,550) --
----- ------ ------- ------
Comprehensive income (loss) $(449) $2,750 $(2,135) $5,234
===== ====== ======= ======
The foreign currency translation adjustment reflects the translation of
the Company's investment in its Australian operations to U.S. dollars
from Australian dollars. The foreign currency exchange rates as of
September 29, 2000 (date of acquisition), November 30, 2000, and
February 28, 2001 were $0.542, $0.521, and $0.526 U.S. dollars to the
Australian dollar, respectively.
8
9
7. SEGMENT REPORTING
The Company operates in one business segment: developing, manufacturing,
and marketing specialty carbohydrate-based ingredient systems for
various applications.
Information about the Company's operations by geographic area, including
its operations in North America and its recently acquired business in
Australia and New Zealand, follows (dollars in thousands):
Three Months Ended Six Months Ended
February 28/29 February 28/29
------------------------- ------------------------
2001 2001
(as restated) 2000 (as restated) 2000
------------- ------- ------------- -------
Sales
- North America $ 37,034 $38,333 $74,443 $78,886
- Australia/New Zealand 13,675 -- 23,119 --
-------- ------- ------- -------
$ 50,709 $38,333 $97,562 $78,886
======== ======= ======= =======
Income (loss) before extraordinary item
- North America $ (704) $ 2,750 $ 89 $ 5,234
- Australia/New Zealand (128) -- 215 --
-------- ------- ------- -------
$ (832) $ 2,750 $ 304 $ 5,234
======== ======= ======= =======
February 28, 2001
(as restated) August 31, 2000
----------------- ---------------
Total Assets
- North America $182,070 $175,623
- Australia/New Zealand 68,061 --
-------- --------
$250,131 $175,623
======== ========
9
10
8. EARNINGS (LOSS) PER COMMON SHARE
The following table presents the computation of basic and diluted
earnings per share (dollars in thousands except per share data):
Three Months Ended Six Months Ended
February 28/29 February 28/29
---------------------------- ------------------------
2001 2000 2001 2000
------------- ---------- ---------- ----------
Income (loss) before
extraordinary item $ (832) $ 2,750 $ 304 $ 5,234
============= ========== ========== ==========
Weighted average common
shares outstanding 7,458,615 7,417,890 7,446,331 7,421,301
Net effect of dilutive
stock options -- 352,642 205,328 318,773
------------- ---------- ---------- ----------
Weighted average common shares
outstanding, assuming dilution 7,458,615 7,770,532 7,651,659 7,740,074
============= ========== ========== ==========
Earnings per common share $ (0.11) $ 0.37 $ 0.04 $ 0.71
============= ========== ========== ==========
Earnings per common share,
assuming dilution $ (0.11) $ 0.35 $ 0.04 $ 0.68
============= ========== ========== ==========
Basic earnings per share reflects only the weighted average common
shares outstanding. Diluted earnings per share reflects weighted average
common shares outstanding and the effect of any dilutive common stock
equivalent shares.
Due to the loss quarter ended February 28, 2001, common stock equivalent
shares of 184,099 were anti-dilutive, and therefore, not included in the
weighted average common shares outstanding calculation.
10
11
9. RESTATEMENT
Upon further analysis of the costs incurred at the acquisition of
Penford Australia, company management has reclassified the expenses
related to financing as loan origination fees and the cost of early
extinguishment of debt. The financial statements for the three and six
months ended February 28, 2001 have been restated to reflect these
changes. The restatement does not affect previously reported net cash
flows for the periods. The material effects of this restatement on
previously reported consolidated financials are as follows (amounts in
thousands except per share data):
Three months ended Six Months Ended
February 28, 2001 February 28, 2001
----------------------- ----------------------
As previously As previously
reported Restated reported Restated
------------- -------- ------------- --------
Statement of Operations:
Extraordinary loss on early extinguishment
of debt, net of applicable income
taxes of $478 $ -- $ -- $ -- $ (888)
Net income (loss) (794) (832) 411 (584)
Earnings per common share $ (0.11) $ (0.11) $ 0.05 $ (0.08)
Extraordinary loss per common share -- -- -- (0.12)
February 28, 2001
----------------------
As previously
reported Restated
------------- --------
Balance Sheet:
Goodwill, net $18,457 $15,297
Other assets (includes deferred loan fees) 3,536 5,125
Accrued liabilities (includes income taxes payable) 6,859 6,283
Retained earnings 67,616 66,621
11
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Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Sales increased to $50.7 million from $38.3 million, or 32.3%, in the second
quarter of fiscal 2001 compared to the same prior year period. Sales for the
first six months of fiscal 2001 increased to $97.6 from $78.9, or 23.7%, versus
last year's same six-month period. The increases in sales for the quarter and
six-month period were primarily due to the acquisition of Penford Australia and
higher sales volume of the Company's specialty starch-based ingredient systems
for the food industry. However, lower sales volumes for paper customers due to a
softened demand in the North American paper industry, as well as competitive
pricing pressures, suppressed overall sales growth.
Sales revenue of specialty potato-based food starches increased 12.9% in the
second quarter of fiscal 2001 ending February 28, 2001 over the same period a
year ago. The increase over last year's strong quarter was primarily due to
solid performance in both coating and processed meat applications.
Gross margin decreased to $9.0 million, or 17.8% of sales, in the second
quarter, from $11.2 million, or 29.2% of sales, in the corresponding prior year
period. The decline in gross margin was caused by higher natural gas costs in
North America, which significantly impacted manufacturing costs, offset by an
increased demand for higher margin specialty food ingredients. For these same
reasons, gross margin for the six months ended February 28, 2001 decreased to
$20.0 million, or 20.5% of sales, from $22.3 million, or 28.2% of sales, for the
same six-month period in the prior year. The higher year-to-date versus
quarterly gross margin percentage is primarily attributed to energy costs, which
peaked during the second quarter.
Operating expenses in the second quarter of $5.7 million were approximately $1.2
million higher compared to the same quarter in the prior year. For the six
months ended February 28, 2001, operating expenses rose to $10.8 million from
$9.1 million, or 19.4%. Research and development expenses increased in the
second quarter and first six months of fiscal 2001 to $1.7 million and $3.3
million, respectively, representing increases of 30.8% and 25.4% from the
corresponding periods in the prior year. The increases in operating and research
and development expenses are primarily due to the inclusion of Penford Australia
in the Company's overall results.
Net interest expense for the second quarter and first six months of fiscal 2001
was $2.8 million and $5.3 million, respectively, compared to $1.2 million and
$2.5 million, respectively, in the corresponding periods in the prior year. The
increases are attributed to higher debt balances as a result of the acquisition
of Penford Australia.
The effective tax rate for the second quarter and first six months of fiscal
2001, varied from the Federal statutory rates due to the effect of state and
foreign tax.
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Net loss for the quarter ended February 28, 2001 was $0.8 million, or $0.11 per
share, versus net income of $2.8 million, or $0.35 per share, in the second
quarter of last year. In the first six months of fiscal 2001, Penford earned
$0.3 million before extraordinary item, or $0.04 per share, compared to net
income of $5.2 million, or $0.68 per share, for the corresponding period a year
ago.
During the first quarter of fiscal 2001, the Company prepaid its private
placement debt facilities in connection with a comprehensive refinancing to fund
the acquisition of Penford Australia. The prepayment of the private placements
required prepayment fees, which resulted in a loss on early extinguishment of
debt of $1.4 million, which is presented as an extraordinary item, net of the
related tax benefit, of $478,000.
Due to operating results that were less than projected, the Company did not meet
certain of the financial covenants of its credit agreement for which it has
obtained a waiver. Further, the Company is in the process of renegotiating and
expects to amend its credit agreement to adjust covenant levels to reflect its
current operating environment. In exchange for this amendment to its credit
agreement, the Company expects to pay a higher margin over base interest rates
and increased fees. However, given the current decline in overall market
interest rates, the Company does not expect a significant increase in interest
expense for the balance of the fiscal year ending August 31, 2001.
LIQUIDITY AND CAPITAL RESOURCES
In connection with the acquisition of Penford Australia on September 29, 2000,
the Company obtained interim financing to replace its credit facilities, to fund
the acquisition and to fund the prepayment fee of $1.4 million incurred upon
retirement of the private placement facilities. The interim financing was
replaced by a new $130 million credit facility completed on November 15, 2000,
with a syndicate of banks. The credit facility consists of various agreements
with $65 million in term loans and $65 million of revolving lines of credit. The
revolving lines of credit expire on October 31, 2003, and the term loans expire
on October 31, 2005. At February 28, 2001, there was $112.2 million outstanding
under the facilities. Borrowing rates available to the Company under the entire
credit facility are based on either the LIBOR or prime rate, depending on the
selection of borrowing options. All of Penford's assets secure the credit
facility, and the new agreements include, among other terms, financial covenants
with limitations on indebtedness, minimum net worth and maintenance of certain
leverage, interest and fixed charge coverage ratios. The Company has obtained a
waiver of the requirements for the leverage and interest coverage ratios through
February 28, 2001. The next date on which compliance with the coverage ratios
will be measured is May 31, 2001. The Company is in the process of renegotiating
and expects to obtain before May 31, 2001, an amendment to its credit agreement
to adjust these covenant levels to reflect its current operating environment.
At February 28, 2001, Penford had working capital of $24.2 million and $47.0
million outstanding under the $65 million revolving lines of credit. The Company
also has a $5 million uncommitted line of credit under which there was $3.1
million outstanding. The Company used its debt proceeds and operating cash flow
to finance the purchase of Penford Australia and other capital expenditures
during the first six months of fiscal 2001.
Cash flow from operations for the six months ended February 28, 2001 was $3.2
million compared to $11.5 million in the corresponding period of the prior year.
The decrease in
13
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operating cash flow is mainly due to the lower earnings experienced during the
current fiscal year.
Additions to property, plant and equipment during the six months ended February
28, 2001 were $7.7 million. Second quarter additions of $4.6 million were
primarily for various improvements at the Company's industrial facility in Cedar
Rapids, Iowa and equipment additions and improvements at all of the Company's
food-grade manufacturing facilities.
The Company began paying a quarterly cash dividend of $0.05 per share in 1992
and has continued to pay quarterly dividends ever since. On April 3, 2000, the
Board of Directors approved an increase in the quarterly cash dividend to $0.06
per share.
The Board of Directors has authorized a stock repurchase program for the
purchase of up to 500,000 shares of the outstanding common stock of the Company.
Repurchases under the program to date have totaled 281,300 shares for $4.3
million, although the Company has not purchased any of its common stock during
the first six months of fiscal 2001.
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements concerning the performance and
results of the Company. There are a variety of factors which could cause actual
events or results to differ materially from those projected in the
forward-looking statements, including, without limitation, competition; the
possibility of interruption of business activities due to equipment problems,
accidents, strikes, weather or other factors; product development risk; changes
in corn and other raw material prices; changes in general economic conditions or
developments with respect to specific industries or customers affecting demand
for the Company's products including unfavorable shifts in product mix;
unanticipated costs, expenses or third party claims; the risk that results may
be affected by construction delays, cost overruns, technical difficulties,
nonperformance by contractors or changes in capital improvement project
requirements or specifications; interest rate and energy cost volatility;
foreign currency exchange rate fluctuations; or other unforeseen developments in
the industries in which the Company operates. Accordingly, there can be no
assurance that future activities or results will be as anticipated.
Forward-looking statements are based on the estimates and opinions of management
on the date the statements are made. The Company assumes no obligation to update
any forward-looking statements if circumstances or management's estimates or
opinions should change.
Additional information which could affect the Company's financial results is
included in the Company's 2000 Annual Report to Shareholders and its Form 10-K
for the fiscal year ended August 31, 2000 on file with the Securities and
Exchange Commission.
14
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Item 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
MARKET RISK SENSITIVE INSTRUMENTS AND POSITIONS
The market risk associated with the Company's market risk sensitive instruments
is the potential loss from adverse changes in interest rates, foreign currency
exchange rates, and commodities prices.
The Company is unaware of any material changes to the market risk disclosures
referred to in the Company's Report on Form 10-K for the year ended August 31,
2000, other than the increase in the amount of borrowings undertaken principally
to finance the acquisition of Penford Australia.
15
16
PART II - OTHER INFORMATION
Item 1 Legal Proceedings
A complaint was filed in late November 1999 against Penford in the
United States District Court for the District of Idaho, alleging various
violations of the Federal Clean Air Act, as well as claims for trespass
and nuisance by alleged emissions from Penford's Idaho Falls starch
processing plant. The subject of the complaint involves alleged
excessive starch emissions that occurred in 1996 and 1997, which were
previously disclosed by the Company, and certain other alleged
violations relating to the plant. The complaint sought civil penalties,
together with private damages. By agreement of the Parties, the Federal
Clean Air Act claims were dismissed with prejudice.
In December 2000, the plaintiffs filed an amended complaint adding
several new plaintiffs, adding claims for emotional distress and
outrage, and purporting to re-assert the Clean Air Act Claims on behalf
of the new plaintiffs. Penford's motion to dismiss the Clean Air Act
claims is set for hearing in April 2001. Penford continues its efforts
to resolve the state law claims by negotiation.
Item 2 Changes in Securities
Not applicable
Item 3 Defaults Upon Senior Securities
Not applicable
Item 4 Submission of Matters to a Vote of Security Holders
(a) The annual meeting of shareholders of Penford Corporation was held on
January 30, 2001.
(b) The following directors were elected to serve a term of three years:
Jeffrey T. Cook and Sally G. Narodick. The board is comprised of those
elected this year and the following directors completing their terms:
John C. Hunter III, William G. Parzybok, Jr., Paul H. Hatfield, Richard
T. Crowder, and James E. Warjone.
(c) The following matters were voted upon at the meeting:
1. For the election of directors:
% of % of
For Voted Withheld Voted
--------- ------ -------- -----
Jeffrey T. Cook 5,621,530 94.62% 319,756 5.38%
Sally G. Narodick 5,810,660 97.80% 130,626 2.20%
(d) Not applicable
Item 5 Other Information
Not applicable
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Item 6 Exhibits and Reports on Form 8-K.
(a) Exhibits:
(2.1) Starch Australasia Share Sale Agreement completed as of
September 29, 2000 among Penford Holdings Pty Limited, a
wholly owned subsidiary of Registrant, and Goodman Fielder
Limited (filed as an exhibit to Registrant's Form 8-K/A dated
September 29, 2000)
(3.1) Restated Articles of Incorporation of Registrant (filed as an
exhibit to Registrant's Form 10-K for fiscal year ended August
31, 1995)
(3.2) Articles of Amendment to Restated Articles of Incorporation of
Registrant (filed as an exhibit to Registrant's Form 10-K for
fiscal year ended August 31, 1997)
(3.3) Bylaws of Registrant as amended and restated as of October 20,
1997 (filed as an exhibit to Registrant's Form 10-K for fiscal
year ended August 31, 1997)
(4.1) Amended and Restated Rights Agreement dated as of April 30,
1997 (filed as an exhibit to Registrant's Amendment to
Registration Statement on Form 8-A/A dated May 5, 1997)
(10.1) Penford Corporation Supplemental Executive Retirement Plan,
dated March 19, 1990 (filed as an exhibit to Registrant's Form
10-K for the fiscal year ended August 31, 1991)
(10.2) Penford Corporation Supplemental Survivor Benefit Plan, dated
January 15, 1991 (filed as an exhibit to Registrant's Form
10-K for the fiscal year ended August 31, 1991)
(10.3) Penford Corporation Deferred Compensation Plan, dated January
15, 1991 (filed as an exhibit to Registrant's Form 10-K for
the fiscal year ended August 31, 1991)
(10.4) Change of Control Agreements between Penford Corporation and
Messrs. Cook, Horn, Keeley, and Kunerth (a representative copy
of these agreements is filed as an exhibit to Registrant's
Form 10-K for the fiscal year ended August 31, 1995)
(10.5) Penford Corporation 1993 Non-Employee Director Restricted
Stock Plan (filed as an exhibit to Registrant's Form 10-Q for
the quarter ended November 30, 1993)
(10.6) Penford Corporation 1994 Stock Option Plan as amended and
restated as of January 21, 1997 (filed on Form S-8 dated March
17, 1997)
(10.7) Penford Corporation Stock Option Plan for Non-Employee
Directors (filed as an exhibit to the Registrant's Form 10-Q
for the quarter ended May 31, 1996)
(10.8) Separation Agreement dated as of July 31, 1998 between
Registrant and Penwest Pharmaceuticals Co. (filed as an
exhibit to Registrant's Form 8-K dated August 31, 1998)
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(10.9) Services Agreement dated as of July 31, 1998 between
Registrant and Penwest Pharmaceuticals Co. (filed as an
exhibit to Registrant's Form 8-K dated August 31, 1998)
(10.10) Employee Benefits Agreement dated as of July 31, 1998 between
Registrant and Penwest Pharmaceuticals Co. (filed as an
exhibit to Registrant's Form 8-K dated August 31, 1998)
(10.11) Tax Allocation Agreement dated as of July 31, 1998 between
Registrant and Penwest Pharmaceuticals Co. (filed as an
exhibit to Registrant's Form 8-K dated August 31, 1998)
(10.12) Excipient Supply Agreement dated as of July 31, 1998 between
Registrant and Penwest Pharmaceuticals Co. (filed as an
exhibit to Registrant's Form 8-K dated August 31, 1998)
(10.13) Amended and Restated Credit Agreement dated as of November 15,
2000 among Penford Corporation and Penford Products Co. as
borrowers, and certain commercial lending institutions as
lenders, and the Bank of Nova Scotia, as agent for the lenders
(filed as an exhibit to Registrant's Form 8-K/A dated
September 29, 2000)
(10.14) Debenture Trust Deed dated as of November 15, 2000 among
Penford Holdings Pty Limited as issuer and ANZ Capel Court
Limited as trustee (filed as an exhibit to Registrant's Form
8-K/A dated September 29, 2000)
(10.15) Syndicated Facility Agreement dated as of November 15, 2000
among Penford Australia Limited, a wholly owned subsidiary of
Penford Holdings Pty Limited, as borrowers, and Australia and
New Zealand Banking Group Limited as lender and agent (filed
as an exhibit to Registrant's Form 8-K/A dated September 29,
2000)
(10.16) Intercreditor Agreement dated as of November 15, 2000 by and
among The Bank of Nova Scotia, KeyBank National Association,
U.S. National Association and Australia and New Zealand
Banking Group Limited (filed as an exhibit to Registrant's
Form 8-K/A dated September 29, 2000)
(b) Reports on Form 8-K
A Form 8-K dated January 18, 2001 was filed reporting under
Item 5, Registrant's intention to form a joint venture with
Cargill combining their industrial starch businesses in North
America. Filed as an exhibit was a copy of the press release
dated January 17, 2001.
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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)
June 13, 2001 /s/ Jacqueline L. Davidson
- ------------- -----------------------------------------
Date Jacqueline L. Davidson
Vice President of Finance
(Chief Accounting Officer)
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EXHIBIT INDEX
(2.1) Starch Australasia Share Sale Agreement completed as of
September 29, 2000 among Penford Holdings Pty Limited, a
wholly owned subsidiary of Registrant, and Goodman Fielder
Limited (filed as an exhibit to Registrant's Form 8-K/A dated
September 29, 2000)
(3.1) Restated Articles of Incorporation of Registrant (filed as an
exhibit to Registrant's Form 10-K for fiscal year ended August
31, 1995)
(3.2) Articles of Amendment to Restated Articles of Incorporation of
Registrant (filed as an exhibit to Registrant's Form 10-K for
fiscal year ended August 31, 1997)
(3.3) Bylaws of Registrant as amended and restated as of October 20,
1997 (filed as an exhibit to Registrant's Form 10-K for fiscal
year ended August 31, 1997)
(4.1) Amended and Restated Rights Agreement dated as of April 30,
1997 (filed as an exhibit to Registrant's Amendment to
Registration Statement on Form 8-A/A dated May 5, 1997)
(10.1) Penford Corporation Supplemental Executive Retirement Plan,
dated March 19, 1990 (filed as an exhibit to Registrant's Form
10-K for the fiscal year ended August 31, 1991)
(10.2) Penford Corporation Supplemental Survivor Benefit Plan, dated
January 15, 1991 (filed as an exhibit to Registrant's Form
10-K for the fiscal year ended August 31, 1991)
(10.3) Penford Corporation Deferred Compensation Plan, dated January
15, 1991 (filed as an exhibit to Registrant's Form 10-K for
the fiscal year ended August 31, 1991)
(10.4) Change of Control Agreements between Penford Corporation and
Messrs. Cook, Horn, Keeley, and Kunerth (a representative copy
of these agreements is filed as an exhibit to Registrant's
Form 10-K for the fiscal year ended August 31, 1995)
(10.5) Penford Corporation 1993 Non-Employee Director Restricted
Stock Plan (filed as an exhibit to Registrant's Form 10-Q for
the quarter ended November 30, 1993)
(10.6) Penford Corporation 1994 Stock Option Plan as amended and
restated as of January 21, 1997 (filed on Form S-8 dated March
17, 1997)
(10.7) Penford Corporation Stock Option Plan for Non-Employee
Directors (filed as an exhibit to the Registrant's Form 10-Q
for the quarter ended May 31, 1996)
(10.8) Separation Agreement dated as of July 31, 1998 between
Registrant and Penwest Pharmaceuticals Co. (filed as an
exhibit to Registrant's Form 8-K dated August 31, 1998)
(10.9) Services Agreement dated as of July 31, 1998 between
Registrant and Penwest Pharmaceuticals Co. (filed as an
exhibit to Registrant's Form 8-K dated August 31, 1998)
(10.10) Employee Benefits Agreement dated as of July 31, 1998 between
Registrant and Penwest Pharmaceuticals Co. (filed as an
exhibit to Registrant's Form 8-K dated August 31, 1998)
(10.11) Tax Allocation Agreement dated as of July 31, 1998 between
Registrant and Penwest Pharmaceuticals Co. (filed as an
exhibit to Registrant's Form 8-K dated August 31, 1998)
(10.12) Excipient Supply Agreement dated as of July 31, 1998 between
Registrant and Penwest Pharmaceuticals Co. (filed as an
exhibit to Registrant's Form 8-K dated August 31, 1998)
(10.13) Amended and Restated Credit Agreement dated as of November 15,
2000 among Penford Corporation and Penford Products Co. as
borrowers, and certain commercial lending institutions as
lenders, and the Bank of Nova Scotia, as agent for the lenders
(filed as an exhibit to Registrant's Form 8-K/A dated
September 29, 2000)
(10.14) Debenture Trust Deed dated as of November 15, 2000 among
Penford Holdings Pty Limited as issuer and ANZ Capel Court
Limited as trustee (filed as an exhibit to Registrant's Form
8-K/A dated September 29, 2000)
(10.15) Syndicated Facility Agreement dated as of November 15, 2000
among Penford Australia Limited, a wholly owned subsidiary of
Penford Holdings Pty Limited, as borrowers, and Australia and
New Zealand Banking Group Limited as lender and agent (filed
as an exhibit to Registrant's Form 8-K/A dated September 29,
2000)
(10.16) Intercreditor Agreement dated as of November 15, 2000 by and
among The Bank of Nova Scotia, KeyBank National Association,
U.S. National Association and Australia and New Zealand
Banking Group Limited (filed as an exhibit to Registrant's
Form 8-K/A dated September 29, 2000)