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EX-32 - EX-32 - PENFORD CORP | d78746exv32.htm |
EX-31.1 - EX-31.1 - PENFORD CORP | d78746exv31w1.htm |
EX-31.2 - EX-31.2 - PENFORD CORP | d78746exv31w2.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended November 30, 2010
OR
o | 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 or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
|
7094 South Revere Parkway, Centennial, Colorado |
80112-3932 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants 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 þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period
that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer o | Accelerated Filer þ | Non-Accelerated Filer o | Smaller Reporting Company o | |||
(Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o No þ
The net number of shares of the Registrants common stock outstanding as of January 4, 2011 was
11,346,601.
PENFORD CORPORATION AND SUBSIDIARIES
INDEX
2
Table of Contents
PART I FINANCIAL INFORMATION
Item 1: Financial Statements
PENFORD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
November 30, | August 31, | |||||||
(In thousands, except per share data) | 2010 | 2010 | ||||||
(Unaudited) | ||||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 316 | $ | 315 | ||||
Trade accounts receivable, net |
26,018 | 26,749 | ||||||
Inventories |
22,364 | 19,849 | ||||||
Prepaid expenses |
4,928 | 5,237 | ||||||
Income tax receivable |
201 | 3,678 | ||||||
Other |
7,188 | 5,287 | ||||||
Total current assets |
61,015 | 61,115 | ||||||
Property, plant and equipment, net |
110,353 | 111,930 | ||||||
Restricted cash value of life insurance |
7,966 | 7,951 | ||||||
Deferred tax assets |
16,121 | 16,493 | ||||||
Other assets |
2,491 | 2,615 | ||||||
Other intangible assets, net |
389 | 407 | ||||||
Goodwill, net |
7,897 | 7,897 | ||||||
Total assets |
$ | 206,232 | $ | 208,408 | ||||
Liabilities and Shareholders Equity |
||||||||
Current liabilities: |
||||||||
Cash overdraft, net |
$ | 3,477 | $ | 4,385 | ||||
Current portion of long-term debt and capital lease obligations |
431 | 429 | ||||||
Accounts payable |
14,883 | 14,650 | ||||||
Accrued liabilities |
7,125 | 6,536 | ||||||
Total current liabilities |
25,916 | 26,000 | ||||||
Long-term debt and capital lease obligations |
18,935 | 21,038 | ||||||
Redeemable preferred stock, Series A |
35,288 | 34,104 | ||||||
Other postretirement benefits |
17,038 | 16,891 | ||||||
Pension benefit liability |
20,597 | 20,597 | ||||||
Other liabilities |
6,338 | 6,206 | ||||||
Total liabilities |
124,112 | 124,836 | ||||||
Shareholders equity: |
||||||||
Common stock, par value $1.00 per share, authorized 29,000
shares, issued 13,328 and 13,354 shares, respectively,
including treasury shares |
13,227 | 13,190 | ||||||
Preferred stock, Series B |
100 | 100 | ||||||
Additional paid-in capital |
102,624 | 102,303 | ||||||
Retained earnings |
14,822 | 14,586 | ||||||
Treasury stock, at cost, 1,981 shares |
(32,757 | ) | (32,757 | ) | ||||
Accumulated other comprehensive loss |
(15,896 | ) | (13,850 | ) | ||||
Total shareholders equity |
82,120 | 83,572 | ||||||
Total liabilities and shareholders equity |
$ | 206,232 | $ | 208,408 | ||||
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PENFORD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three months ended | ||||||||
November 30, | November 30, | |||||||
(In thousands, except per share data) | 2010 | 2009 | ||||||
Sales |
$ | 72,266 | $ | 67,070 | ||||
Cost of sales |
63,009 | 56,442 | ||||||
Gross margin |
9,257 | 10,628 | ||||||
Operating expenses |
5,194 | 6,488 | ||||||
Research and development expenses |
1,094 | 998 | ||||||
Income from operations |
2,969 | 3,142 | ||||||
Interest expense |
2,270 | 1,798 | ||||||
Other non-operating income, net |
89 | 636 | ||||||
Income from continuing operations before income taxes |
788 | 1,980 | ||||||
Income tax expense |
452 | 924 | ||||||
Income from continuing operations |
336 | 1,056 | ||||||
Income from discontinued operations, net of tax |
| 3,482 | ||||||
Net income |
$ | 336 | $ | 4,538 | ||||
Weighted average common shares and equivalents outstanding: |
||||||||
Basic |
12,222 | 11,183 | ||||||
Diluted |
12,339 | 11,266 | ||||||
Earnings per common share: |
||||||||
Basic earnings per share from continuing operations |
$ | 0.03 | $ | 0.09 | ||||
Basic earnings per share from discontinued operations |
$ | | $ | 0.31 | ||||
Basic earnings per share |
$ | 0.03 | $ | 0.40 | ||||
Diluted earnings per share from continuing operations |
$ | 0.03 | $ | 0.09 | ||||
Diluted earnings per share from discontinued operations |
$ | | $ | 0.31 | ||||
Diluted earnings per share |
$ | 0.03 | $ | 0.40 | ||||
The accompanying notes are an integral part of these statements.
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PENFORD CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Unaudited)
Three Months Ended | ||||||||
November 30, | November 30, | |||||||
(In thousands) | 2010 | 2009 | ||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 336 | $ | 4,538 | ||||
Less: Income from discontinued operations |
| 3,482 | ||||||
Net income from continuing operations |
336 | 1,056 | ||||||
Adjustments to reconcile net income from continuing operations to net
cash provided by operations: |
||||||||
Depreciation and amortization |
3,643 | 3,801 | ||||||
Stock-based compensation |
359 | 463 | ||||||
Deferred income tax expense (benefit) |
410 | (109 | ) | |||||
Loss on derivative transactions |
1,523 | 976 | ||||||
Foreign currency transaction gain |
| (452 | ) | |||||
Change in assets and liabilities: |
||||||||
Trade accounts receivable |
715 | 1,830 | ||||||
Prepaid expenses |
309 | 778 | ||||||
Inventories |
(7,338 | ) | 539 | |||||
Accounts payable and accrued liabilities |
1,752 | 1,390 | ||||||
Income taxes |
3,520 | 629 | ||||||
Other |
(562 | ) | 919 | |||||
Net cash flow provided by operating activities continuing operations |
4,667 | 11,820 | ||||||
Investing activities: |
||||||||
Acquisition of property, plant and equipment, net |
(1,670 | ) | (1,059 | ) | ||||
Net proceeds received from sale of discontinued operations and other |
(15 | ) | 8,995 | |||||
Net cash (used in) provided by investing activities continuing operations |
(1,685 | ) | 7,936 | |||||
Cash flows from financing activities: |
||||||||
Proceeds from revolving line of credit |
16,500 | | ||||||
Payments on revolving line of credit |
(18,500 | ) | | |||||
Proceeds from long-term debt |
| 2,000 | ||||||
Payments of long-term debt |
(50 | ) | (7,820 | ) | ||||
Payments under capital lease obligation |
(61 | ) | (61 | ) | ||||
Decrease in cash overdraft |
(908 | ) | | |||||
Other |
38 | (38 | ) | |||||
Net cash used in financing activities continuing activities |
(2,981 | ) | (5,919 | ) | ||||
Cash flows from discontinued operations: |
||||||||
Net cash used in operating activities |
| (9,161 | ) | |||||
Net cash provided by investing activities |
| 18,375 | ||||||
Net cash used in financing activities |
| (3,399 | ) | |||||
Effect of exchange rate changes on cash and cash equivalents |
| 55 | ||||||
Net cash provided by discontinued operations |
| 5,870 | ||||||
Increase in cash and cash equivalents |
1 | 19,707 | ||||||
Cash and cash equivalents of continuing operations, beginning of period |
315 | 5,540 | ||||||
Cash balance of discontinued operations, beginning of period |
| 634 | ||||||
Cash and cash equivalents, end of period |
316 | 25,881 | ||||||
Less: cash balance of discontinued operations, end of period |
| 6,504 | ||||||
Cash and cash equivalents of continuing operations, end of period |
$ | 316 | $ | 19,377 | ||||
The accompanying notes are an integral part of these statements.
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PENFORD CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1BUSINESS
Penford Corporation (Penford or the Company) is a developer, manufacturer and marketer of
specialty natural-based ingredient systems for food and industrial applications, including fuel
grade ethanol. Penfords products provide convenient and cost-effective solutions derived from
renewable sources. Sales of the Companys products are generated using a combination of direct
sales and distributor agreements.
The Company has significant research and development capabilities, which are used in applying
the complex chemistry of carbohydrate-based materials and in developing applications to address
customer needs. In addition, the Company has specialty processing capabilities for a variety of
modified starches.
Penford manages its business in two segments: Industrial Ingredients and Food Ingredients.
These segments are based on broad categories of end-market users. The Industrial Ingredients
segment is a supplier of chemically modified specialty starches to the paper and packaging
industries and a producer of ethanol. The Food Ingredients segment is a developer and manufacturer
of specialty starches and dextrin to the food manufacturing and food service industries. See Note
14 for financial information regarding the Companys business segments.
Discontinued Operations
In fiscal 2010 the Company sold the assets of its Australia/New Zealand Operations, which were
previously reported in the consolidated financial statements as an operating segment.
The first quarter fiscal 2010 financial results of the Australia/New Zealand Operations have
been classified as discontinued operations in the condensed consolidated statements of operations.
Australian administrative expenses in the first quarter of fiscal 2011 of $41,000 were included in
income from continuing operations. The net assets of the Australia/New Zealand Operations as of
November 30, 2010 and August 31, 2010 have been reported as assets and liabilities of the
continuing operations in the condensed consolidated balance sheets. At November 30, 2010, the
remaining net assets of the Australia/New Zealand Operations consist of $0.3 million of cash and
$0.8 million of other net assets, primarily a receivable from the purchaser of one of the Companys
Australian manufacturing facilities. See Note 9 for additional information regarding discontinued
operations. Unless otherwise indicated, amounts and discussions in these notes pertain to the
Companys continuing operations.
2BASIS OF PRESENTATION
Consolidation
The accompanying condensed consolidated financial statements include the accounts of Penford
and its wholly owned subsidiaries. All intercompany transactions and balances have been
eliminated. The condensed consolidated balance sheet at November 30, 2010 and the condensed
consolidated statements of operations and cash flows for the interim periods ended November 30,
2010 and November 30, 2009 have been prepared by the Company without audit. In the opinion of
management, all adjustments, consisting only of normal recurring adjustments, which 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 U.S. 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 to the current period
presentation. The accompanying condensed consolidated financial statements should be read in
conjunction with the consolidated financial statements included in the Companys Annual Report on
Form 10-K for the year ended August 31, 2010.
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Use of Estimates
The preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period. Estimates are used in
accounting for, among other things, the allowance for doubtful accounts, accruals, the
determination of assumptions for pension and postretirement employee benefit costs, useful lives of
property and equipment and the valuation allowance for deferred tax assets. Actual results may
differ from previously estimated amounts.
Recent Accounting Pronouncements
In January 2010, the Financial Accounting Standards Board (FASB) issued guidance to amend
the disclosure requirements relating to fair value measurements. The guidance requires new
disclosures on the transfers of assets and liabilities between Level 1 (quoted prices in an active
market for identical assets and liabilities) and Level 2 (significant other observable inputs) of
the fair value measurement hierarchy, including the reasons and the timing of the transfers. The
guidance also requires a roll forward of activities on purchases, sales, issuance, and settlements
of the assets and liabilities measured in Level 3 (significant unobservable inputs). For the
Company, the disclosures related to the transfers of assets and liabilities were effective for the
third quarter of fiscal 2010. The Company had no transfers and no disclosure was required. The
disclosure on the roll forward activities for Level 3 fair value measurements will be effective in
the third quarter of fiscal 2011. Other than requiring additional disclosures, adoption of this
guidance will not have an impact on the Companys financial position, results of operations or
liquidity.
3INVENTORIES
The components of inventory are as follows:
November 30, | August 31, | |||||||
2010 | 2010 | |||||||
(In thousands) | ||||||||
Raw materials |
$ | 11,227 | $ | 8,708 | ||||
Work in progress |
1,324 | 1,299 | ||||||
Finished goods |
9,813 | 9,842 | ||||||
Total inventories |
$ | 22,364 | $ | 19,849 | ||||
To reduce the price volatility of corn used in fulfilling some of its starch sales contracts,
Penford, from time to time, uses readily marketable exchange-traded futures as well as forward cash
corn purchases. The exchange-traded futures are not purchased or sold for trading or speculative
purposes and are designated as hedges. See Note 13.
4PROPERTY, PLANT AND EQUIPMENT
The components of property, plant and equipment are as follows:
November 30, | August 31, | |||||||
2010 | 2010 | |||||||
(In thousands) | ||||||||
Land |
$ | 10,307 | $ | 10,307 | ||||
Plant and equipment |
324,915 | 324,904 | ||||||
Construction in progress |
5,941 | 4,272 | ||||||
341,163 | 339,483 | |||||||
Accumulated depreciation |
(230,810 | ) | (227,553 | ) | ||||
Net property, plant and equipment |
$ | 110,353 | $ | 111,930 | ||||
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5PREFERRED STOCK SUBJECT TO MANDATORY REDEMPTION
On April 7, 2010, the Company issued $40 million of Series A 15% cumulative non-voting,
non-convertible preferred stock (Series A Preferred Stock) and 100,000 shares of Series B voting
convertible preferred stock (Series B Preferred Stock) in a private placement to Zell Credit
Opportunities Master Fund, L.P., an investment fund managed by Equity Group Investments, a private
investment firm (the Investor). The Company has 1,000,000 shares of authorized preferred stock,
$1.00 par value, of which 200,000 shares are issued and outstanding at November 30, 2010 in two
series as shown below.
Shares Issued | ||||
and Outstanding | ||||
Series A 15% Cumulative Non-Voting
Non-Convertible Preferred Stock, redeemable |
100,000 | |||
Series B Voting Convertible Preferred Stock |
100,000 |
The Company recorded the Series A Preferred Stock and the Series B Preferred Stock at their
relative fair values at the time of issuance. The Series A Preferred Stock of $32.3 million was
recorded as a long-term liability due to its mandatory redemption feature and the Series B
Preferred Stock of $7.7 million was recorded as equity. The discount on the Series A Preferred
Stock is being amortized into income using the effective interest method over the contractual life
of seven years. At November 30, 2010, the carrying value of the Series A Preferred Stock liability
of $35.3 million includes $2.4 million of accrued dividends, and $0.6 million of discount accretion
for the period from the date of issuance to November 30, 2010. The accrued dividends represent the
9% dividends that may be paid currently or accrued at the option of the Company. Dividends on the
Series A Preferred Stock and the discount accretion are recorded as interest expense in the
Condensed Consolidated Statements of Operations.
The holders of the Series A Preferred Stock are entitled to cash dividends of 6% on the sum of
the outstanding Series A Preferred Stock plus accrued and unpaid dividends. In addition, dividends
equal to 9% of the outstanding Series A Preferred Stock may accrue or be paid currently at the
discretion of the Company. Dividends are payable quarterly.
The Series A Preferred Stock is mandatorily redeemable on April 7, 2017 at a per share
redemption price equal to the original issue price of $400 per share plus any accrued and unpaid
dividends. At any time on or after April 7, 2012, the Company may redeem, in whole or in part, the
shares of the Series A Preferred Stock at a per share redemption price of the original issue price
plus any accrued and unpaid dividends.
The Company may not declare or pay any dividends on its common stock or incur new indebtedness
that exceeds a specified ratio without first obtaining approval from the holders of a majority of
the Series A Preferred Stock.
6DEBT
On April 7, 2010, the Company entered into a $60 million Third Amended and Restated Credit
Agreement (the 2010 Agreement) among the Company; Penford Products Co.; Bank of Montreal; Bank of
America National Association; and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A., Rabobank
Nederland New York Branch.
Under the 2010 Agreement, the Company may borrow $60 million under a revolving line of credit.
The lenders revolving credit loan commitment may be increased under certain conditions. On
November 30, 2010, the Company had $16.9 million outstanding under the 2010 Agreement, which is
subject to variable interest rates. Under the 2010 Agreement, there are no scheduled principal
payments prior to maturity on April 7, 2015. The Companys obligations under the 2010 Agreement
are secured by substantially all of the Companys assets. Pursuant to the 2010 Agreement, the
Company may not declare or pay dividends on, or make any other distributions in respect of, its
common stock. The Company was in compliance with the covenants in the 2010 Agreement as of
November 30, 2010.
Interest rates under the 2010 Agreement are based on either the London Interbank Offered Rate
(LIBOR) or the prime rate, depending on the selection of available borrowing options under the
2010 Agreement. The Company may choose a borrowing rate of 1-month, 3-month or 6-month LIBOR.
Pursuant to the 2010 Agreement, the interest rate
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margin over LIBOR ranges between 3% and 4%, depending upon the Total Funded Debt Ratio (as
defined). At November 30, 2010, the Companys borrowing rate was 3.8%.
During the first quarter of fiscal 2010, the Iowa Department of Economic Development (IDED)
awarded financial assistance to the Company as a result of the temporary shutdown of the Cedar
Rapids, Iowa plant in the fourth quarter of fiscal 2008 due to record flooding of the Cedar River.
The IDED provided two five-year non interest bearing loans as follows: (1) a $1.0 million loan to
be repaid in 60 equal monthly payments of $16,667 beginning December 1, 2009, and (2) a $1.0
million loan which is forgivable if the Company maintains certain levels of employment at the Cedar
Rapids plant. At November 30, 2010, the Company had $1.8 million outstanding related to the IDED
loans.
7INCOME TAXES
The Companys effective tax rate for the three-month period ended November 30, 2010 was 57.3%.
The difference between the effective tax rate and the U.S. federal statutory rate for the three
months ended November 30, 2010 was primarily due to a $0.7 million benefit associated with the tax
credit for small ethanol producers offsetting the effect of non-deductible dividends and accretion
of discount of $1.9 million on the Companys Series A Preferred Stock. In fiscal 2011, the amounts
of these expected permanent differences between book and taxable income resulted in significant
variations in the customary relationship between pretax book income and income tax expense
(benefit) in interim periods. A small change in the Companys expected annual pretax income could
result in a significant change in the annual expected effective tax rate. For the quarter ended
November 30, 2010, the Company used the year-to-date effective income tax rate. This rate is used
to calculate income tax expense or benefit on current year-to-date pre-tax income or loss.
The Companys effective tax rate for the three-month period ended November 30, 2009 was 46.7%.
The difference between the effective tax rate and the U.S. federal statutory rate for the quarter
ended November 30, 2009 was due to state income taxes and adjustments to prior years tax expense.
In the quarter ended November 30, 2010, the amount of unrecognized tax benefits increased by
$42,000. The total amount of unrecognized tax benefits at November 30, 2010 was $1.2 million, all
of which, if recognized, would favorably impact the effective tax rate. At November 30, 2010, the
Company had $0.2 million of accrued interest and penalties included in the long-term tax liability.
None of the Companys income tax returns are currently under examination by taxing authorities.
The Company does not believe that the total amount of unrecognized tax benefits at November 30,
2010 will change materially in the next 12 months.
At November 30, 2010, the Company had $18.7 million of net deferred tax assets. A valuation
allowance has not been provided on the net U.S. deferred tax assets as of November 30, 2010. The
determination of the need for a valuation allowance requires significant judgment and estimates.
The Company evaluates the requirement for a valuation allowance each quarter and has incurred
losses in fiscal years 2008, 2009 and 2010. The Companys losses in fiscal years 2008 and 2009
were incurred as a result of severe flooding in Cedar Rapids, Iowa, which shut down the Companys
manufacturing facility for most of the fourth quarter of fiscal 2008. The tax benefits of
operating losses incurred in fiscal 2008 and 2009 have been carried back to offset taxable income
in prior years. While there have been losses since 2008 for reasons indicated above, the Company
believes that it is more likely than not that future operations and the reversal of existing
taxable temporary differences will generate sufficient taxable income to realize its deferred tax
assets. In addition, dividends on the Series A Preferred Stock, as well as accretion of the
related discount, which are included in interest expense in the Condensed Consolidated Statements
of Operations, are not deductible for U.S. federal income tax purposes. There can be no assurance
that managements current plans will be achieved or that a valuation allowance will not be required
in the future.
In reviewing its effective tax rate, the Company uses estimates of the amounts of permanent
differences between book and tax accounting. Adjustments to the Companys estimated tax expense
related to the prior fiscal year, amounts recorded to increase or decrease unrecognized tax
benefits, changes in tax rates, and the effect of a change in the beginning-of-the-year valuation
allowance are generally treated as discrete items and are recorded in the period in which they
arise.
For the quarter ended November 30, 2009, the Company used the estimated effective income tax
rate expected to be applicable for the full fiscal year ended August 31, 2010.
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8OTHER COMPREHENSIVE INCOME (LOSS) (OCI)
The components of total comprehensive income (loss) are as follows:
Three months ended | ||||||||
November 30, | November 30, | |||||||
2010 | 2009 | |||||||
(In thousands) | ||||||||
Net income |
$ | 336 | $ | 4,538 | ||||
Foreign currency translation adjustments |
| 1,615 | ||||||
Net unrealized gain (loss) on derivative
instruments that qualify as cash flow
hedges,
net of tax |
(2,046 | ) | 1,097 | |||||
Total comprehensive income (loss) |
$ | (1,710 | ) | $ | 7,250 | |||
Deferred taxes were not recognized on foreign currency translation adjustments as the sale of
the Companys foreign assets resulted in no tax benefit or expense.
9 DISCONTINUED OPERATIONS
In the first quarter of fiscal 2010 the Company sold the assets of its Australia/New Zealand
Operations, which were previously reported in the consolidated financial statements as an operating
segment. Penford Australia completed the sale of the shares of its wholly-owned subsidiary,
Penford New Zealand, on September 2, 2009. Proceeds from the sale, net of transaction costs, were
$4.8 million. On November 27, 2009, Penford Australia completed the sale of substantially all of
its operating assets, including property, plant and equipment, intellectual property, and
inventories in two transactions to unrelated parties. Proceeds from the sales, net of estimated
transaction costs, were $15.3 million.
Proceeds from the Penford Australia asset sales included $2.0 million placed in escrow to be
released in four equal installments. Two installments totaling $1.0 million have been received as
of November 30. 2010. The remaining two installments of $0.5 million each, which are subject to
the buyers right to make warranty claims under the sale contract, are due in July 2011 and May
2012. While no assurances can be given that the buyer will not develop and submit valid warranty
claims, Penford Australia currently expects that it will receive the proceeds from the escrow
account as scheduled.
In fiscal years 2009 and 2010, the Company recorded a valuation allowance against the entire
Australian net deferred tax asset. At November 30, 2010, the valuation allowance was $10.9
million.
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The results of discontinued operations for the first quarter of fiscal 2010 were as follows.
Three Months Ended | ||||
November 30, 2009 | ||||
(In Thousands) | ||||
Sales |
$ | 16,963 | ||
Loss from operations |
$ | (1,525 | ) | |
Interest expense |
315 | |||
Gain on sale of assets |
351 | |||
Other non-operating income, net |
57 | |||
Loss from discontinued operations before taxes |
(1,432 | ) | ||
Income tax benefit |
(4,914 | ) | ||
Income from discontinued operations, net of tax |
$ | 3,482 | ||
10STOCK-BASED COMPENSATION
Stock Compensation Plans
Penford maintains the 2006 Long-Term Incentive Plan (the 2006 Incentive Plan) pursuant to
which various stock-based awards may be granted to employees, directors and consultants. As of
November 30, 2010, the aggregate number of shares of the Companys common stock that were available
to be issued as awards under the 2006 Incentive Plan was 26,017. In addition, any shares
previously granted under the 1994 Stock Option Plan which are subsequently forfeited or not
exercised will be available for future grants under the 2006 Incentive Plan. Non-qualified stock
options granted under the 2006 Incentive Plan generally vest ratably over four years and expire
seven years from the date of grant.
General Option Information
A summary of the stock option activity for the three months ended November 30, 2010, is as
follows:
Weighted Average | ||||||||||||||||
Number of | Weighted Average | Remaining Term | Aggregate Intrinsic | |||||||||||||
Shares | Exercise Price | (in years) | Value | |||||||||||||
Outstanding Balance, August 31, 2010 |
1,264,564 | $ | 15.07 | |||||||||||||
Granted |
90,000 | 6.63 | ||||||||||||||
Exercised |
| | ||||||||||||||
Cancelled |
(9,701 | ) | 13.45 | |||||||||||||
Outstanding Balance, November 30, 2010 |
1,344,863 | 14.51 | 3.41 | $ | 13,100 | |||||||||||
Options Exercisable at November 30, 2010 |
1,081,863 | $ | 14.73 | 2.91 | $ | |
Under the 2006 Incentive Plan, the Company granted 90,000 stock options during the first
quarter of fiscal 2011, (i) 80,000 stock options which vest one year from the date of grant, and
(ii) 10,000 stock options which vest ratably over four years. The Company estimated the fair value
of stock options granted during the first quarter of fiscal 2011 using the following
weighted-average assumptions and resulting in the following weighted-average grant date fair
values:
Expected volatility |
72 | % | ||
Expected life (years) |
4.2 | |||
Interest rate |
1.1-2.1 | % | ||
Weighted-average fair values |
$ | 3.63 |
The aggregate intrinsic value disclosed in the table above represents the total pretax
intrinsic value, based on the Companys closing stock price of $5.97 as of November 30, 2010 that
would have been received by the option holders had all option holders exercised on that date. No
stock options were exercised during the three months ended November 30, 2010.
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As of November 30, 2010, the Company had $0.8 million of unrecognized compensation cost
related to non-vested stock option awards that is expected to be recognized over a weighted average
period of 1.2 years.
Restricted Stock Awards
The grant date fair value of each share of the Companys restricted stock awards is equal to
the fair value of Penfords common stock at the grant date. The following table summarizes the
restricted stock award activity for the three months ended November 30, 2010 as follows:
Weighted | ||||||||
Average | ||||||||
Number of | Grant Date | |||||||
Shares | Fair Value | |||||||
Nonvested at August 31, 2010 |
154,707 | $ | 15.67 | |||||
Granted |
| | ||||||
Vested |
54,368 | 19.29 | ||||||
Cancelled |
| | ||||||
Nonvested at November 30, 2010 |
100,339 | $ | 13.71 |
As of November 30, 2010, the Company had $0.4 million of unrecognized compensation cost
related to non-vested restricted stock awards that is expected to be recognized over a weighted
average period of 1.1 years.
Compensation Expense
The Company recognizes stock-based compensation expense utilizing the accelerated multiple
option approach over the requisite service period, which equals the vesting period. The following
table summarizes the total stock-based compensation cost for the three months ended November 30,
2010 and 2009 and the effect on the Companys Condensed Consolidated Statements of Operations (in
thousands):
Three Months Ended | ||||||||
November 30, | ||||||||
2010 | 2009 | |||||||
Cost of sales |
$ | 29 | $ | 47 | ||||
Operating expenses |
325 | 408 | ||||||
Research and development expenses |
5 | 8 | ||||||
Income (loss) from discontinued operations |
| (25 | ) | |||||
Total stock-based compensation expense |
$ | 359 | $ | 438 | ||||
Income tax benefit |
136 | 166 | ||||||
Total stock-based compensation expense,
net of tax |
$ | 223 | $ | 272 | ||||
11NON-OPERATING INCOME, NET
Non-operating income, net consists of the following:
Three months ended | ||||||||
November 30, | November 30, | |||||||
2010 | 2009 | |||||||
(In thousands) | ||||||||
Gain on foreign currency transactions |
| 452 | ||||||
Other |
89 | 184 | ||||||
Total |
$ | 89 | $ | 636 | ||||
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During the three months ended November 30, 2009, the Company recognized a gain on foreign
currency transactions on Australian dollar denominated assets and liabilities as disclosed in the
table above.
12 PENSION AND POST-RETIREMENT BENEFIT PLANS
The components of the net periodic pension and post-retirement benefit costs for the three
months ended November 30, 2010 and 2009 are as follows:
Three months ended | ||||||||
November 30, | November 30, | |||||||
2010 | 2009 | |||||||
Defined benefit pension plans | (in thousands) | |||||||
Service cost |
$ | 404 | $ | 389 | ||||
Interest cost |
674 | 641 | ||||||
Expected return on plan assets |
(558 | ) | (506 | ) | ||||
Amortization of prior service cost |
57 | 61 | ||||||
Amortization of actuarial losses |
360 | 304 | ||||||
Net periodic benefit cost |
$ | 937 | $ | 889 | ||||
Three months ended | ||||||||
November 30, | November 30, | |||||||
2010 | 2009 | |||||||
Post-retirement health care plans | (in thousands) | |||||||
Service cost |
$ | 68 | $ | 88 | ||||
Interest cost |
243 | 269 | ||||||
Amortization of prior service cost |
(38 | ) | (38 | ) | ||||
Amortization of actuarial losses |
16 | 74 | ||||||
Net periodic benefit cost |
$ | 289 | $ | 393 | ||||
13FAIR VALUE MEASURMENTS AND DERIVATIVE INSTRUMENTS
Fair Value Measurements
Presented below are the fair values of the Companys derivatives as of November 30, 2010 and
August 31, 2010:
(Level 1) | (Level 2) | (Level 3) | Total | |||||||||||||
As of November 30, 2010 | (in thousands) | |||||||||||||||
Current assets (Other Current Assets): |
||||||||||||||||
Commodity derivatives (1) |
$ | 2,221 | $ | | $ | | $ | 2,221 | ||||||||
(1) | Commodity derivative assets and liabilities have been offset by cash collateral due and paid under master netting arrangements. The cash collateral offset was $4.1 million at November 30, 2010. |
(Level 1) | (Level 2) | (Level 3) | Total | |||||||||||||
As of August 31, 2010 | (in thousands) | |||||||||||||||
Current assets (Other Current Assets): |
||||||||||||||||
Commodity derivatives (1) |
$ | 1,827 | $ | | $ | | $ | 1,827 | ||||||||
(1) | Commodity derivative assets and liabilities have been offset by cash collateral due and paid under master netting arrangements. The cash collateral offset was $4.5 million at August 31, 2010. |
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The three levels of inputs that may be used to measure fair value are:
| Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date. | ||
| Level 2 inputs are other than quoted prices included within Level 1 that are observable for assets and liabilities such as (1) quoted prices for similar assets or liabilities in active markets, (2) quoted prices for identical or similar assets or liabilities in markets that are not active, or (3) inputs that are derived principally or corroborated by observable market date by correlation or other means. | ||
| Level 3 inputs are unobservable inputs to the valuation methodology for the assets or liabilities. |
Other Financial Instruments
The carrying value of cash and cash equivalents, receivables and payables approximates fair
value because of their short maturities. The Companys bank debt reprices with changes in market
interest rates and, accordingly, the carrying amount of such debt approximates fair value.
In fiscal 2010, the Company received two non-interest bearing loans from the State of Iowa
totaling $2.0 million. The carrying value of the debt at November 30, 2010 was $1.8 million and
the fair value of the debt was estimated to be $1.5 million. See Note 6.
In the third quarter of fiscal 2010, the Company issued two series of preferred stock for $40
million as described in Note 5. The Company recorded the Series A Preferred Stock and the Series B
Preferred Stock at their relative fair values at the time of issuance. The Series A Preferred
Stock of $32.3 million was recorded as a long-term liability and the Series B Preferred Stock of
$7.7 million was recorded as equity. The fair value of the Series A Preferred Stock was determined
using the market approach in comparing yields on similar debt securities. The discount on the
Series A Preferred Stock is being amortized into income using the effective interest method over
the contractual life of seven years. The carrying value of the Series A Preferred Stock at
November 30, 2010 was $35.3 million and the estimated fair value was $36.8 million.
Interest Rate Swap Agreements
The Company used interest rate swaps to manage the variability of interest payments associated
with its floating-rate debt obligations. The interest payable on the debt effectively became fixed
at a certain rate and reduced the impact of future interest rate changes on future interest
expense. Unrealized losses on interest rate swaps were included in accumulated other comprehensive
income (loss). The periodic settlements on the swaps were recorded as interest expense. At
November 30, 2010, the Company had no outstanding interest rate swaps and no gains or losses
remaining in other comprehensive income (loss).
Foreign Currency Contracts
In fiscal year 2009, the Companys Food Ingredients business purchased certain raw materials
in a foreign currency, the Czech koruna (CZK), the monetary unit of the Czech Republic. In order
to manage the variability in forecasted cash flows due to the foreign currency risk associated with
settlement of accounts payable denominated in CZK, the Company purchased foreign currency forward
contracts. The Company designated these contracts as cash flow hedges. To the extent the amounts
and timing of the forecasted cash flows and the forward contracts continued to match, the
unrealized losses on the foreign currency purchase contracts were included in other comprehensive
income (loss). The gain or loss on the contracts was recorded in cost of sales at the time the
inventory was sold. At November 30, 2010, the Company had no outstanding foreign currency
contracts and no gains or losses remaining in other comprehensive income (loss).
Commodity Contracts
The Company uses forward contracts and readily marketable exchange-traded futures on corn and
natural gas to manage the price risk of those inputs to its manufacturing process. The Company has
designated these instruments as hedges.
For derivative instruments designated as fair value hedges, the gain or loss on the derivative
instruments as well as the offsetting gain or loss on the hedged firm commitments and/or inventory
are recognized in current earnings as a component of cost of sales. For derivative instruments
designated as cash flow hedges, the effective portion of the gain
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or loss on the derivative
instruments is reported as a component of other comprehensive income (loss), net of applicable
income taxes, and recognized in earnings when the hedged exposure affects earnings. The
Company recognizes the gain or loss on the derivative instrument as a component of cost of sales in
the period when the finished goods produced from the hedged item are sold. If it is determined
that the derivative instruments used are no longer effective at offsetting changes in the price of
the hedged item, then the changes in market value would be recognized in current earnings as a
component of cost of goods sold.
To reduce the price volatility of corn used in fulfilling some of its starch sales contracts,
Penford from time to time uses readily marketable exchange-traded futures as well as forward cash
corn purchases. The exchange-traded futures are not purchased or sold for trading or speculative
purposes and are designated as hedges. The changes in fair value of such contracts have
historically been, and are expected to continue to be, effective in offsetting the price changes of
the hedged commodity. Penford also at times uses exchange-traded futures to hedge corn inventories
and firm corn purchase contracts. Hedged transactions are generally expected to occur within 12
months of the time the hedge is established. The deferred gain (loss) recorded in other
comprehensive income at November 30, 2010 that is expected to be reclassified into income within 12
months is $(2.6) million.
As of November 30, 2010, Penford had purchased corn positions of 8.1 million bushels, of which
3.9 million bushels represented equivalent firm priced starch and ethanol sales contract volume,
resulting in an open position of 4.2 million bushels.
As of November 30, 2010, the Company had the following outstanding futures contracts:
Corn Futures
|
4,075,000 | Bushels | ||||
Natural Gas Futures
|
380,000 | mmbtu (millions of British thermal units) | ||||
Ethanol Swaps
|
3,015,000 | Gallons |
The following tables provide information about the fair values of the Companys derivatives,
by contract type, as of November 30, 2010 and August 31, 2010.
Asset Derivatives | Liability Derivatives | |||||||||||||||||||
Fair Value | Fair Value | |||||||||||||||||||
Balance Sheet | Nov. 30 | Aug. 31 | Balance Sheet | Nov. 30 | Aug. 31 | |||||||||||||||
In thousands | Location | 2010 | 2010 | Location | 2010 | 2010 | ||||||||||||||
Cash Flow Hedges: |
||||||||||||||||||||
Corn Futures |
Other Current Assets | $ | 49 | $ | | Other Current Assets | $ | 8 | $ | | ||||||||||
Natural Gas Futures |
Other Current Assets | | | Other Current Assets | 452 | 1,082 | ||||||||||||||
Interest Rate Contracts |
Other Current Assets | | | Accrued Liabilities | | | ||||||||||||||
Ethanol Gas Futures |
Other Current Assets | 17 | | Accrued Liabilities | | | ||||||||||||||
Fair Value Hedges: |
||||||||||||||||||||
Corn Futures |
Other Current Assets | 142 | 28 | Other Current Assets | 3,603 | 1,735 | ||||||||||||||
Total Derivatives |
||||||||||||||||||||
Designated as Hedging |
||||||||||||||||||||
Instruments |
$ | 208 | $ | 28 | $ | 4,063 | $ | 2,817 | ||||||||||||
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The following tables provide information about the effect of derivative instruments on
the financial performance of the Company for the three months ended November 30, 2010 and 2009.
Amount of Gain (Loss) | ||||||||||||||||||||||||
Amount of Gain (Loss) | Reclassified from | Amount of Gain (Loss) | ||||||||||||||||||||||
Recognized in OCI | AOCI into Income | Recognized in Income | ||||||||||||||||||||||
Quarter Ended Nov 30 | Quarter Ended Nov 30 | Quarter Ended Nov 30 | ||||||||||||||||||||||
In thousands | 2010 | 2009 | 2010 | 2009 | 2010 | 2009 | ||||||||||||||||||
Cash Flow Hedges: |
||||||||||||||||||||||||
Corn Futures (1)
|
$ | 44 | $ | 301 | $ | (2,398 | ) | $ | (23 | ) | $ | (182 | ) | $ | (95 | ) | ||||||||
Natural Gas Futures (1)
|
(452 | ) | (696 | ) | (812 | ) | (865 | ) | | | ||||||||||||||
Ethanol Futures (1)
|
17 | (709 | ) | (155 | ) | (577 | ) | | | |||||||||||||||
Interest Rate Contracts(2)
|
| (349 | ) | | (287 | ) | | | ||||||||||||||||
FX Contracts (1)
|
| | | (26 | ) | | | |||||||||||||||||
$ | (391 | ) | $ | (1,453 | ) | $ | (3,365 | ) | $ | (1,778 | ) | $ | (182 | ) | $ | (95 | ) | |||||||
Fair Value Hedges: |
||||||||||||||||||||||||
Corn Futures (1) (3)
|
$ | (14 | ) | $ | 33 | |||||||||||||||||||
(1) | Gains and losses reported in cost of goods sold | |
(2) | Gains and losses reported in interest expense. | |
(3) | Hedged items are firm commitments and inventory |
14SEGMENT REPORTING
Financial information from continuing operations for the Companys two segments, Industrial
Ingredients and Food Ingredients, is presented below. These segments serve broad categories of
end-market users. The Industrial Ingredients segment provides carbohydrate-based starches for
industrial applications, primarily in the paper and packaging products and ethanol industries. The
Food Ingredients segment produces specialty starches for food applications. A third item for
corporate and other activity has been presented to provide reconciliation to amounts reported in
the 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 consolidation entries.
Three months ended | ||||||||
November 30, | November 30, | |||||||
2010 | 2009 | |||||||
(In thousands) | ||||||||
Sales: |
||||||||
Industrial Ingredients |
||||||||
Industrial Starch |
$ | 29,369 | $ | 32,348 | ||||
Ethanol |
24,561 | 17,960 | ||||||
53,930 | $ | 50,308 | ||||||
Food Ingredients |
18,336 | 16,762 | ||||||
$ | 72,266 | $ | 67,070 | |||||
Income (loss) from operations: |
||||||||
Industrial Ingredients |
$ | 142 | $ | 2,154 | ||||
Food Ingredients |
4,808 | 3,581 | ||||||
Corporate and other |
(1,981 | ) | (2,593 | ) | ||||
$ | 2,969 | $ | 3,142 | |||||
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November 30, | August 31, | |||||||
2010 | 2010 | |||||||
(In thousands) | ||||||||
Total assets: |
||||||||
Industrial Ingredients |
$ | 135,151 | $ | 133,738 | ||||
Food Ingredients |
37,415 | 36,542 | ||||||
Corporate and other |
33,666 | 38,128 | ||||||
$ | 206,232 | $ | 208,408 | |||||
At November 30, 2010, the remaining net assets of the Australia/New Zealand Operations,
consisting of $0.3 million of cash and $0.8 million of other net assets, have been reported as
assets of the continuing operations in Corporate and other. All other assets are located in the
United States.
15EARNINGS PER SHARE
All outstanding unvested share-based payment awards that contain rights to non-forfeitable
dividends participate in undistributed earnings with common shareholders and, therefore, are
included in computing earnings per share under the two-class method. Under the two-class method,
net earnings are reduced by the amount of dividends declared in the period for each class of common
stock and participating security. The remaining undistributed earnings are then allocated to
common stock and participating securities, based on their respective rights to receive dividends.
Restricted stock awards granted to certain employees and directors under the Companys 2006
Incentive Plan which contain non-forfeitable rights to dividends at the same rate as common stock,
are considered participating securities.
Basic earnings (loss) per share reflect only the weighted average common shares outstanding
during the period. Diluted earnings (loss) per share reflect weighted average common shares
outstanding and the effect of any dilutive common stock equivalent shares. Diluted earnings
(loss) per share is calculated by dividing net income (loss) by the average common shares
outstanding plus additional common shares that would have been outstanding assuming the exercise
of in-the-money stock options, using the treasury stock method. The following table presents the
reconciliation of income from continuing operations to income from continuing operations
applicable to common shares and the computation of diluted weighted average shares outstanding for
the three months ended November 30, 2010 and 2009.
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Three months ended | ||||||||
November 30, 2010 | November 30, 2009 | |||||||
(In thousands) | ||||||||
Numerator: |
||||||||
Income from continuing operations |
$ | 336 | $ | 1,056 | ||||
Less: Allocation to participating securities |
(3 | ) | (40 | ) | ||||
Income from continuing operations applicable to
common shares |
$ | 333 | $ | 1,016 | ||||
Income from discontinued operations |
$ | | $ | 3,482 | ||||
Less: Allocation to participating securities |
| | ||||||
Income from discontinued operations applicable to
common shares |
$ | | $ | 3,482 | ||||
Net income |
$ | 336 | $ | 4,538 | ||||
Less: Allocation to participating securities |
(3 | ) | (40 | ) | ||||
Net income applicable to common shares |
$ | 333 | $ | 4,498 | ||||
Denominator: |
||||||||
Weighted average common shares outstanding, basic |
12,222 | 11,183 | ||||||
Dilutive stock options and awards |
117 | 83 | ||||||
Weighted average common shares outstanding, diluted |
12,339 | 11,266 | ||||||
Weighted-average stock options to purchase 1,278,266 and 1,350,146 shares of common stock for
the three months ended November 30, 2010 and 2009, respectively, were excluded from the
calculation of diluted earnings (loss) per share because they were antidilutive.
On April 7, 2010, the Company issued 100,000 shares of its Series B voting convertible
preferred stock. See Note 5 for further details. At any time prior to April 7, 2020, at the
option of the holder, the outstanding Series B Preferred Stock may be converted into shares of the
Companys common stock at a conversion rate of ten shares of common stock per one share of Series B
Preferred Stock, subject to adjustment in the event of stock dividends, distributions, splits,
reclassifications and the like. If any shares of Series B Preferred Stock have not been converted
into shares of common stock prior to April 7, 2020, the shares of Series B Preferred Stock will
automatically convert into shares of common stock. The holders of the Series B Preferred Stock
shall have the right to one vote for each share of common stock into which the Series B Preferred
Stock is convertible. These shares are convertible into common shares for no cash consideration;
therefore the weighted average shares are included in the computation of basic earnings per share.
16LEGAL PROCEEDINGS
As previously reported, the Company filed suit on January 23, 2009 in the U.S. District Court
for the Northern District of Iowa, Cedar Rapids Division, against two insurance companies, National
Union Fire Insurance Company of Pittsburgh, Pa. and ACE American Fire Insurance Company, relating
to their denial of the Companys claim for certain insurance coverage in connection with the flood
that struck the Companys Cedar Rapids, Iowa plant in June 2008. In August 2010, the District
Court judge dismissed the Companys suit, and in September 2010 the Company filed a notice of
appeal with the United States Court of Appeals for the Eighth Circuit. The Companys appeal
remains to be decided by the appellate court. The Company cannot at this time determine the
likelihood of any outcome of its appeal or estimate the amount of any judgment that might be
awarded.
The Company is involved from time to time in various other claims and litigation arising in
the normal course of business. In the judgment of management, which relies in part on information
obtained from the Companys outside legal counsel, the ultimate resolution of these other matters
will not materially affect the consolidated financial position, results of operations or liquidity
of the Company.
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Item 2: Managements Discussion and Analysis of Financial Condition and Results of Operations
Overview
Penford generates revenues, income and cash flows by developing, manufacturing and marketing
specialty natural-based ingredient systems for food and industrial applications, including fuel
grade ethanol. The Company develops and manufactures ingredients with starch as a base, providing
value-added applications to its customers. Penfords starch products are manufactured primarily
from corn and potatoes and are used principally as binders and coatings in paper and food
production and as an ingredient in fuel.
Penford manages its business in two segments: Industrial Ingredients and Food Ingredients.
These segments are based on broad categories of end-market users. See Note 14 to the Condensed
Consolidated Financial Statements for additional information regarding the Companys business
segment operations.
In analyzing business trends, management considers a variety of performance and financial
measures, including sales revenue growth, sales volume growth, and gross margins and operating
income of the Companys business segments.
This Managements Discussion and Analysis of Financial Condition and Results of Operations
(MD&A) should be read in conjunction with the Companys condensed consolidated financial
statements and the accompanying notes. The notes to the Condensed Consolidated Financial
Statements referred to in this MD&A are included in Part I Item 1, Financial Statements.
Results of Operations
Executive Overview
Consolidated sales for the three months ended November 30, 2010 increased 7.7%, or $5.2
million, to $72.3 million compared with $67.1 million for the three months ended November 30, 2009.
Volume improvements in both the Food Ingredients and Industrial Ingredients businesses contributed
to the sales increase. The Companys Industrial Ingredients segment sales of ethanol and its
Liquid Natural Additives (LNA) line of products expanded by double digit rates. The average
selling price for ethanol improved 22%, offset by lower average selling prices for industrial
starch products.
Consolidated income from operations for the quarter ended November 30, 2010 declined $0.2
million to $3.0 million on gross margin declines, partially offset by lower operating expenses.
Consolidated gross margin as a percent of sales declined to 12.8% from 15.8% in the prior years
first quarter, primarily due to higher net corn costs in the Industrial Ingredients segment, offset
by the effect of higher sales volume in both segments. Consolidated operating expenses decreased
$1.3 million on lower employee costs and professional fees and a receivable recovery as discussed
below in the segment information.
Industrial Ingredients
First quarter fiscal 2011 sales at the Companys Industrial Ingredients business unit
increased $3.6 million, or 7.2% to $53.9 million from $50.3 million during the first quarter of
fiscal 2010. Ethanol sales expanded 37% to $24.6 million from $18.0 million on a 12% increase in
volume and an average selling price increase of 22%. Industrial starch sales in the three months
ended November 30, 2010 declined 9% to $29.4 million from $32.3 million last year on lower average
selling prices. Sales volume of industrial starch was comparable to the prior years first
quarter. Sales of the Companys Liquid Natural Additives products, included in the industrial
sales amount, improved 12% driven by volume increases.
Income from Industrial Ingredients operations for the first quarter of fiscal 2011 at
decreased to $0.1 million from $2.2 million a year ago on a decrease in gross margin of $2.1
million. First quarter fiscal 2011 gross margin declined due to higher net corn costs of $2.4
million and increased chemical costs of $0.4 million, partially offset by lower distribution and
maintenance expenses. Total operating and research and development expenses for 2011 were
comparable to the first quarter last year.
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Food Ingredients
Fiscal 2011 first quarter sales for the Food Ingredients segment of $18.3 million increased
9.4%, or $1.6 million, over the first quarter of fiscal 2010 on a 10% increase in volume. Sales of
non-coating applications expanded 20%, led by sales to the bakery and dairy end markets.
Operating income for the first quarter of fiscal 2011 at the Companys Food Ingredients
segment increased 34% to $4.8 million from $3.6 million in the same period last year due to an
improvement in gross margin of $0.7 million and a decrease in operating expenses of $0.5 million.
First quarter gross margin improved 12.6% from $5.6 million last year to $6.4 million on sales
volume growth and lower raw material costs. Operating expenses declined due to the collection of
a receivable included in the Companys reserve for uncollectible accounts, as well as lower
employee costs.
Corporate operating expenses
Corporate operating expenses for the first quarter of fiscal 2011 were $2.0 million, a $0.5
million decline compared to the same quarter last year, primarily due to lower professional fees
and employee costs.
Interest expense
Interest expense for the three months ended November 30, 2010 increased $0.5 million compared
to the same period last year, primarily due to the higher dividend rate under the Companys the
Series A Preferred Stock issued in April 2010 over the interest rate under the Companys prior bank
debt. The increase was also due to the accretion of the discount on the Series A Preferred Stock.
On April 7, 2010, the Company issued $40 million of its Series A Preferred Stock at a dividend
rate of 15%, the proceeds of which were used to repay outstanding bank debt. Prior to the $40
million repayment, the Company paid interest at LIBOR (London Interbank Offered Rate) plus 5%. See
Notes 5 and 6 to the Condensed Consolidated Financial Statements.
Income taxes
The Companys effective tax rate for the three-month period ended November 30, 2010 was 57.3%.
The difference between the effective tax rate and the U.S. federal statutory rate for the three
months ended November 30, 2010 was primarily due to a $0.7 million benefit associated with the tax
credit for small ethanol producers offsetting the effect of non-deductible dividends and accretion
of discount of $1.9 million on the Companys Series A Preferred Stock. In fiscal 2011, the amounts
of these expected permanent differences between book and taxable income resulted in significant
variations in the customary relationship between pretax book income and income tax expense
(benefit) in interim periods. A small change in the Companys expected annual pretax income could
result in a significant change in the annual expected effective tax rate. For the quarter ended
November 30, 2010, the Company used the year-to-date effective income tax rate. This rate is used
to calculate income tax expense or benefit on current year-to-date pre-tax income or loss.
The Companys effective tax rate for the three-month period ended November 30, 2009 was 46.7%.
The difference between the effective tax rate and the U.S. federal statutory rate for the quarter
ended November 30, 2009 was due to state income taxes and adjustments to prior years tax expense.
At November 30, 2010, the Company had $18.7 million of net deferred tax assets. A valuation
allowance has not been provided on the net U.S. deferred tax assets as of November 30, 2010. The
determination of the need for a valuation allowance requires significant judgment and estimates.
The Company evaluates the requirement for a valuation allowance each quarter and has incurred
losses in fiscal years 2008, 2009 and 2010. The Companys losses in fiscal years 2008 and 2009
were incurred as a result of severe flooding in Cedar Rapids, Iowa, which shut down the Companys
manufacturing facility for most of the fourth quarter of fiscal 2008. The tax benefits of
operating losses incurred in fiscal 2008 and 2009 have been carried back to offset taxable income
in prior years. While there have been losses since 2008 for reasons indicated above, the Company
believes that it is more likely than not that future operations and the reversal of existing
taxable temporary differences will generate sufficient taxable income to realize its deferred tax
assets. In addition, dividends on the Series A Preferred Stock, as well as accretion of the
related discount, which are included in interest expense in the Condensed Consolidated Statements
of Operations, are not deductible for U.S. federal
20
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income tax
purposes. There can be no assurance that managements current plans will be achieved or that
a valuation allowance will not be required in the future.
In reviewing its effective tax rate, the Company uses estimates of the amounts of permanent
differences between book and tax accounting. Adjustments to the Companys estimated tax expense
related to the prior fiscal year, amounts recorded to increase or decrease unrecognized tax
benefits, changes in tax rates, and the effect of a change in the beginning-of-the-year valuation
allowance are generally treated as discrete items and are recorded in the period in which they
arise.
For the quarter ended November 30, 2009, the Company used the estimated effective income tax
rate expected to be applicable for the full fiscal year ended August 31, 2010.
In December 2010, the Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act
of 2010 (the Act) was enacted. The Company is currently analyzing the impact, if any, that the
Act will have on its effective tax rate for fiscal 2011.
Non-operating income, net
Non-operating income, net consists of the following:
Three months ended | ||||||||
November 30, 2010 | November 30, 2009 | |||||||
(In thousands) | ||||||||
Gain on foreign currency transactions |
| 452 | ||||||
Other |
89 | 184 | ||||||
Total |
$ | 89 | $ | 636 | ||||
During the three months ended November 30, 2009, the Company recognized a gain on foreign
currency transactions on Australian dollar denominated assets and liabilities as disclosed in the
table above.
Results of Discontinued Operations
Three Months Ended | ||||
November 30, 2009 | ||||
(In Thousands) | ||||
Sales |
$ | 16,963 | ||
Loss from operations |
$ | (1,525 | ) | |
Interest expense |
315 | |||
Gain on sale of assets |
351 | |||
Other non-operating income, net |
57 | |||
Loss from discontinued operations before taxes |
(1,432 | ) | ||
Income tax benefit |
(4,914 | ) | ||
Income from discontinued operations, net of tax |
$ | 3,482 | ||
In fiscal 2010 the Company sold the assets of its Australia/New Zealand Operations, which was
previously reported in the consolidated financial statements as an operating segment. See Note 9
to the Condensed Consolidated Financial Statements.
In fiscal years 2009 and 2010, the Company recorded a valuation allowance against the entire
Australian net deferred tax asset. At November 30, 2010, the valuation allowance was $10.9
million.
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Liquidity and Capital Resources
The Companys primary sources of short- and long-term liquidity are cash flow from operations
and its revolving line of credit.
Operating Activities
Cash provided by continuing operations was $4.7 million for the three months ended November
30, 2010 compared with $11.8 million for the same period last year. The decline in operating cash
flow was due to working capital requirements, primarily cash payments on derivative positions, and
a decrease in earnings from continuing operations. Working capital used $1.6 million of cash
during the three months ended November 30, 2010. During the first quarter of fiscal 2009, cash
contributed by working capital was $6.1 million.
Investing Activities
Capital expenditures for the first quarter of fiscal 2011 of $1.7 million were primarily for
growth and productivity projects. The Company expects total capital expenditures for fiscal 2011
to be $10-15 million. Repayments of intercompany loans by the Companys Australian discontinued
operations in fiscal 2010 are reflected as cash provided by investing activities.
Financing Activities
In April 2010, the Company issued $40 million of preferred stock and also entered into a $60
million Third Amended and Restated Credit Agreement (the 2010 Agreement). See Notes 5 and 6 to
the Condensed Consolidated Financial Statements for details of the refinancing and preferred stock
issuance.
Under the 2010 Agreement, the Company may borrow $60 million under a revolving line of credit.
The lenders revolving credit loan commitment may be increased under certain conditions. At
November 30, 2010, the Company had $16.9 million outstanding under its revolving credit facility.
Pursuant to the 2010 Agreement, there are no scheduled principal payments prior to maturity of the
2010 Agreement on April 7, 2015. As of November 30, 2010, all of the Companys outstanding bank
debt was subject to variable interest rates.
At November 30, 2010, the carrying value of the Series A Preferred Stock liability of $35.3
million includes $2.4 million of accrued dividends and $0.6 million of discount accretion for the
period from the date of issuance to November 30, 2010. The accrued dividends represent dividends
at the rate of 9% that may be paid or accrued at the option of the Company. Dividends on the
Series A Preferred Stock and the discount accretion are recorded as interest expense in the
Condensed Consolidated Statements of Operations.
The Company may not declare or pay any dividends on its common stock without first obtaining
approval from the holders of a majority of the Series A Preferred Stock. The holders of the Series
A Preferred Stock are entitled to cash dividends of 6% on the sum of the outstanding Series A
Preferred Stock plus accrued and unpaid dividends. In addition, dividends equal to 9% of the
outstanding Series A Preferred Stock may be accrued or paid in cash currently at the discretion of
the Company.
During the first quarter of fiscal 2010, the Iowa Department of Economic Development (IDED)
awarded financial assistance to the Company as a result of the temporary shutdown of the Cedar
Rapids, Iowa plant in the fourth quarter of fiscal 2008 caused by record flooding of the Cedar
River. The IDED provided two five-year non interest bearing loans as follows: (1) a $1.0 million
loan to be repaid in 60 equal monthly payments of $16,667 beginning December 1, 2009, and (2) a
$1.0 million loan which is forgivable if the Company maintains certain levels of employment. The
proceeds of these Iowa loans were used to repay outstanding debt in the first quarter of fiscal
2010. At November 30, 2010 the Company had $1.8 million outstanding related to the IDED loans.
Discontinued Operations
In the first quarter of fiscal 2010, the Company completed the sale of Penford New Zealand
Limited. Proceeds from the sale, net of transaction costs, of approximately $4.8 million, were
used to repay Australian debt outstanding in the first quarter of fiscal 2010. Also in the first
quarter of fiscal 2010, the Companys Australian operating subsidiary,
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Penford Australia Limited, completed the sale of substantially all of its operating assets to
two unrelated parties. Proceeds from the sales, net of transaction costs, were $15.3 million.
Proceeds included $2.0 million payable from an escrow account in four equal installments over
thirty months from the date of sale. The Company received the first two installments of $0.5
million each in May 2010 and September 2010.
Contractual Obligations
The Company is a party to various debt and lease agreements at November 30, 2010 that
contractually commit the Company to pay certain amounts in the future. The Company also has open
purchase orders entered into in the ordinary course of business for raw materials, capital projects
and other items, for which significant terms have been confirmed. As of November 30, 2010, there
have been no material changes in the Companys contractual obligations since August 31, 2010.
Off-Balance Sheet Arrangements
The Company had no off-balance sheet arrangements at November 30, 2010.
Recent Accounting Pronouncements
In January 2010, the Financial Accounting Standards Board (FASB) issued guidance to amend
the disclosure requirements relating to fair value measurements. The guidance requires new
disclosures on the transfers of assets and liabilities between Level 1 (quoted prices in an active
market for identical assets and liabilities) and Level 2 (significant other observable inputs) of
the fair value measurement hierarchy, including the reasons and the timing of the transfers. The
guidance also requires a roll forward of activities on purchases, sales, issuance, and settlements
of the assets and liabilities measured in Level 3 (significant unobservable inputs). For the
Company, the disclosures related to the transfers of assets and liabilities were effective for the
third quarter of fiscal 2010. The Company had no transfers and no disclosure was required. The
disclosure on the roll forward activities for Level 3 fair value measurements will be effective in
the third quarter of fiscal 2011. Other than requiring additional disclosures, adoption of this
guidance will not have an impact on the Companys financial position, results of operations or
liquidity.
Critical Accounting Policies and Estimates
The Companys consolidated financial statements are prepared in accordance with accounting
principles generally accepted in the United States. The process of preparing financial statements
requires management to make estimates, judgments and assumptions that affect the Companys
financial position and results of operations. These estimates, judgments and assumptions are based
on the Companys historical experience and managements knowledge and understanding of the current
facts and circumstances. Note 1 to the Consolidated Financial Statements in the Annual Report on
Form 10-K for the fiscal year ended August 31, 2010 describes the significant accounting policies
and methods used in the preparation of the consolidated financial statements. Management believes
that its estimates, judgments and assumptions are reasonable based upon information available at
the time this report was prepared. To the extent there are material differences between estimates,
judgments and assumptions and the actual results, the financial statements will be affected.
Forward-looking Statements
This Quarterly Report on Form 10-Q (Quarterly Report), including but not limited to
statements found in the Notes to Condensed Consolidated Financial Statements and in Item 2
Managements Discussion and Analysis of Financial Condition and Results of Operations, contains
statements that are forward-looking statements within the meaning of the federal securities laws.
In particular, statements pertaining to anticipated operations and business strategies contain
forward-looking statements. Likewise, statements regarding anticipated changes in the Companys
business and anticipated market conditions are forward-looking statements. Forward-looking
statements involve numerous risks and uncertainties and should not be relied upon as predictions of
future events. Forward-looking statements depend on assumptions, dates or methods that may be
incorrect or imprecise, and the Company may not be able to realize them. Forward-looking
statements can be identified by the use of forward-looking terminology such as believes,
expects, may, will, should, seeks, approximately, intends, plans, estimates, or
anticipates, or the negative use of these words and phrases or similar words or phrases.
Forward-looking statements can be identified by discussions of strategy, plans or intentions.
Readers are cautioned not to place undue reliance on these forward-looking statements
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which are based on information available as of the date of this report. The Company does not
take any obligation to publicly update or revise any forward-looking statements to reflect future
events, information or circumstances that arise after the date of the filing of this Quarterly
Report. Among the factors that could cause actual results to differ materially are the risks and
uncertainties discussed in this Quarterly Report, including those referenced in Part II Item 1A of
this Quarterly Report, and those described from time to time in other filings made with the
Securities and Exchange Commission, including the Companys Annual Report on Form 10-K for the year
ended August 31, 2010, which include but are not limited to:
| 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 and availability; | ||
| changes in general economic conditions or developments with respect to specific industries or customers affecting demand for the Companys 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, chemical and energy cost volatility; | ||
| changes in returns on pension plan assets and/or assumptions used for determining employee benefit expense and obligations; | ||
| other unforeseen developments in the industries in which Penford operates, | ||
| the Companys ability to successfully operate under and comply with the terms of its debt instruments; | ||
| other factors described in the Companys Form 10-K Part I, Item 1A Risk Factors. |
Item 3: Quantitative and Qualitative Disclosures about Market Risk.
The Company is exposed to market risks from adverse changes in interest rates and commodity
prices. There have been no material changes in the Companys exposure to market risks from the
disclosure in the Companys Annual Report on Form 10-K for the year ended August 31, 2010.
Item 4: Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures that are designed to ensure that
material information required to be disclosed in the Companys periodic reports filed or submitted
under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the Securities and Exchange
Commission. The Companys disclosure controls and procedures are also designed to ensure that
information required to be disclosed in the reports the Company files or submits under the Exchange
Act is accumulated and communicated to the Companys management, including its principal executive
and principal financial officers, or persons performing similar functions, as appropriate, to allow
timely decisions regarding required disclosure.
Under the supervision and with the participation of management, including the Chief Executive
Officer and Chief Financial Officer, the Company has evaluated the effectiveness of its disclosure
controls and procedures pursuant to
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Exchange Act Rule 13a-15(b) as of November 30, 2010. Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that these disclosure controls and
procedures were effective as of November 30, 2010.
Changes in Internal Control over Financial Reporting
There were no changes in the Companys internal control over financial reporting (as defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended November 30, 2010
that materially affected, or are reasonably likely to materially affect, the Companys internal
control over financial reporting.
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PART II OTHER INFORMATION
Item 1: Legal Proceedings
As previously reported, the Company filed suit on January 23, 2009 in the U.S. District Court
for the Northern District of Iowa, Cedar Rapids Division, against two insurance companies, National
Union Fire Insurance Company of Pittsburgh, Pa. and ACE American Fire Insurance Company, relating
to their denial of the Companys claim for certain insurance coverage in connection with the flood
that struck the Companys Cedar Rapids, Iowa plant in June 2008. In August 2010, the District
Court judge dismissed the Companys suit, and in September 2010 the Company filed a notice of
appeal with the United States Court of Appeals for the Eighth Circuit. The Companys appeal
remains to be decided by the appellate court. The Company cannot at this time determine the
likelihood of any outcome of its appeal or estimate the amount of any judgment that might be
awarded.
The Company is involved from time to time in various other claims and litigation arising in
the normal course of business. In the judgment of management, which relies in part on information
obtained from the Companys outside legal counsel, the ultimate resolution of these other matters
will not materially affect the consolidated financial position, results of operations or liquidity
of the Company.
Item 1A: Risk Factors
The information set forth in this report should be read in conjunction with the risk factors
discussed in Part I, Item 1A of the Companys Annual Report on Form 10-K for the year ended August
31, 2010. These risks could materially impact the Companys business, financial condition and/or
future results. The risks described in the Annual Report on Form 10-K and in this Item IA are not
the only risks facing the Company. Additional risks and uncertainties not currently known by the
Company or that the Company currently deems to be immaterial also may materially adversely affect
the Companys business, financial condition and/or operating results.
Item 2: Unregistered Sales of Equity Securities and Use of Proceeds
a. None
b. None
c. Issuer Purchases of Equity Securities
Total Number of | ||||||||||||||||
Shares Purchased as | Maximum Number of | |||||||||||||||
Total Number of | Part of Publicly | Shares that May Yet Be | ||||||||||||||
Shares | Average Price Paid | Announced Plans or | Purchased Under the | |||||||||||||
Purchased (1) | per Share | Programs | Plans or Programs | |||||||||||||
November 1 November 30, 2010 |
16,671 | $ | 6.06 | | | |||||||||||
October 1 October 31, 2010 |
| | | | ||||||||||||
September 1 September 30, 2010 |
| | | | ||||||||||||
Total |
16,671 | $ | 6.06 | | |
(1) | Represents shares repurchased to satisfy tax withholding obligations on vesting shares of restricted stock awards. |
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Item 6: Exhibits.
(d) Exhibits
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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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) | ||||
January 7, 2011 | /s/ Steven O. Cordier | |||
Steven O. Cordier | ||||
Senior Vice President and Chief Financial Officer | ||||
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EXHIBIT INDEX
Exhibit No. | Description | |
31.1
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
31.2
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
29