-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JJhq1QRccHZIovkKPL+z136jPt4JDOK0iPrEFyJT0FQr2lY6UWTMqmJ51RlNFL/A CtAsl1k1bpe30LI4ydyyGw== 0000891020-00-000795.txt : 20000412 0000891020-00-000795.hdr.sgml : 20000412 ACCESSION NUMBER: 0000891020-00-000795 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000229 FILED AS OF DATE: 20000411 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENFORD CORP CENTRAL INDEX KEY: 0000739608 STANDARD INDUSTRIAL CLASSIFICATION: GRAIN MILL PRODUCTS [2040] IRS NUMBER: 911221360 STATE OF INCORPORATION: WA FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-11488 FILM NUMBER: 598502 BUSINESS ADDRESS: STREET 1: 777 108TH N E STE 2390 CITY: BELLEVUE STATE: WA ZIP: 98004-5193 BUSINESS PHONE: 4254626000 MAIL ADDRESS: STREET 1: 777 108TH N E STE 2390 CITY: BELLEVUE STATE: WA ZIP: 98009 FORMER COMPANY: FORMER CONFORMED NAME: PENWEST LTD DATE OF NAME CHANGE: 19920703 10-Q 1 10-Q FOR THE PERIOD ENDED 02/29/2000 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended February 29, 2000 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 31, 2000.
Class Outstanding ----- ----------- Common stock, par value $1.00 7,438,475
2 PENFORD CORPORATION AND SUBSIDIARIES INDEX
Page No. -------- PART I - FINANCIAL INFORMATION Item 1 - Financial Statements Condensed Consolidated Balance Sheets February 29, 2000 and August 31, 1999 3 Condensed Consolidated Statements of Income Three and Six Months Ended February 29, 2000 and February 28, 1999 4 Condensed Consolidated Statements of Cash Flow Six Months Ended February 29, 2000 and February 28, 1999 5 Notes to Condensed Consolidated Financial Statements 6-7 Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations 8-10 Item 3 - Quantitative and Qualitative Disclosures About Market Risk 10 PART II - OTHER INFORMATION Item 1 - Legal Proceedings 11 Item 2 - Changes in Securities 11 Item 3 - Defaults Upon Senior Securities 11 Item 4 - Submission of Matters to a Vote of Security Holders 11 Item 5 - Other Information 11 Item 6 - Exhibits and Reports on Form 8-K 12-14 SIGNATURES 15
2 3 PART I - FINANCIAL INFORMATION Item 1 Financial Statements PENFORD CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in thousands)
February 29, August 31, 2000 1999 ------------ ---------- ASSETS Current assets: Cash and cash equivalents $ 660 $ 15 Trade accounts receivable 20,092 18,418 Inventories: Raw materials and other 3,160 3,423 Work in progress 329 438 Finished goods 7,198 6,260 --------- --------- 10,687 10,121 Prepaid expenses and other 5,708 4,384 --------- --------- Total current assets 37,147 32,938 Net property, plant and equipment 112,933 111,072 Deferred income taxes 12,905 13,849 Restricted cash value of life insurance 12,030 11,896 Other assets 3,259 3,378 --------- --------- Total assets $ 178,274 $ 173,133 ========= ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 10,641 $ 9,655 Accrued liabilities 11,252 9,185 Current portion of long-term debt 2,857 3,277 --------- --------- Total current liabilities 24,750 22,117 Long-term debt 52,056 53,101 Other postretirement benefits 10,688 10,572 Deferred income taxes 20,496 21,769 Other liabilities 6,328 5,876 Shareholders' equity: Common stock 9,312 9,267 Additional paid-in capital 21,880 21,459 Retained earnings 63,858 59,370 Treasury stock (31,094) (30,327) Note receivable from Savings and Stock Ownership Plan -- (71) --------- --------- Total shareholders' equity 63,956 59,698 --------- --------- Total liabilities and shareholders' equity $ 178,274 $ 173,133 ========= =========
See accompanying notes to condensed consolidated financial statements. 3 4 PENFORD CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Dollars in thousands except per share data)
Three Months Six Months Ended February 29/28 Ended February 29/28 ----------------------------- ----------------------------- 2000 1999 2000 1999 ----------- ----------- ----------- ----------- Sales $ 38,333 $ 37,161 $ 78,886 $ 75,932 Cost of sales 27,128 28,273 56,615 56,411 ----------- ----------- ----------- ----------- Gross margin 11,205 8,888 22,271 19,521 Operating expenses 4,474 4,509 9,069 8,899 Research and development 1,295 1,126 2,667 2,410 ----------- ----------- ----------- ----------- Income from operations 5,436 3,253 10,535 8,212 Interest expense (1,205) (1,316) (2,481) (2,744) ----------- ----------- ----------- ----------- Income before taxes 4,231 1,937 8,054 5,468 Income taxes 1,481 678 2,820 1,914 ----------- ----------- ----------- ----------- Net income $ 2,750 $ 1,259 $ 5,234 $ 3,554 =========== =========== =========== =========== Weighted average common shares and equivalents outstanding 7,770,532 7,851,974 7,740,074 7,800,582 Earnings per common share: Net income Basic $ 0.37 $ 0.17 $ 0.71 $ 0.48 =========== =========== =========== =========== Diluted $ 0.35 $ 0.16 $ 0.68 $ 0.46 =========== =========== =========== =========== Dividends declared per common share $ 0.05 $ 0.05 $ 0.10 $ 0.10 =========== =========== =========== ===========
See accompanying notes to condensed consolidated financial statements. 4 5 PENFORD CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW (Dollars in thousands)
Six Months Ended February 29/28 ----------------------- 2000 1999 -------- -------- Operating Activities: Net income $ 5,234 $ 3,554 Adjustments to reconcile net income to net cash from operations: Depreciation 6,709 6,066 Deferred income taxes (330) (217) Change in operating assets and liabilities: Trade receivables (1,674) 1,056 Inventories (566) 2,485 Accounts payable, prepaids and other 2,119 3,535 Net cash used in discontinued operations -- (1,017) -------- -------- Net cash from operating activities 11,492 15,462 Investing Activities: Additions to property, plant and equipment, net (8,529) (9,346) Other 513 416 -------- -------- Net cash used by investing activities (8,016) (8,930) Financing Activities: Proceeds from unsecured line of credit 30,282 15,895 Payments on unsecured line of credit (28,470) (20,246) Proceeds of long-term debt -- 10,000 Payments on long-term debt (3,277) (13,277) Exercise of stock options 148 -- Purchase of treasury stock (767) (196) Payment of dividends (747) (736) -------- -------- Net cash used by financing activities (2,831) (8,560) -------- -------- Net increase (decrease) in cash and equivalents 645 (2,028) Cash and cash equivalents at beginning of period 15 3,200 -------- -------- Cash and cash equivalents at end of period $ 660 $ 1,172 ======== ========
See accompanying notes to condensed consolidated financial statements. 5 6 PENFORD CORPORATION AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. BUSINESS Penford Corporation ("Penford" or the "Company") develops, manufactures and markets specialty carbohydrate-based ingredient systems for various applications, including papermaking, textiles and food products. The Company utilizes its expertise in carbohydrate chemistry to develop functional ingredient formulations using starch as a base for value-added applications in the markets its products are sold. The Company has extensive research and development capabilities, which are used in understanding the complex chemistry of carbohydrate-based materials and their application in a variety of commercial markets. In addition, the Company has specialty processing capabilities for a variety of modified starches, all of which have similar production methods. Penford's core carbohydrate-based specialty starches possess excellent binding and film-forming attributes in both industrial and food applications. 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 29, 2000 are not necessarily indicative of the results that may be expected for the year ending August 31, 2000. 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, 1999. Certain prior year amounts have been reclassified to conform with current year presentation, which had no effect on previously reported net income. 6 7 3. EARNINGS PER COMMON SHARE The following table presents the computation of basic and diluted earnings per share under SFAS No. 128 (Dollars in thousands except per share data):
Three Months Ended Six Months Ended February 29/28 February 29/28 -------------------------- -------------------------- 2000 1999 2000 1999 ---------- ---------- ---------- ---------- Net income $ 2,750 $ 1,259 $ 5,234 $ 3,554 ========== ========== ========== ========== Weighted average common shares outstanding 7,417,890 7,396,069 7,421,301 7,376,475 Net effect of dilutive stock options 352,642 455,905 318,773 424,107 ---------- ---------- ---------- ---------- Weighted average common shares outstanding assuming dilution 7,770,532 7,851,974 7,740,074 7,800,582 ========== ========== ========== ========== Earnings per common share: Net income Basic $ 0.37 $ 0.17 $ 0.71 $ 0.48 ========== ========== ========== ========== Diluted $ 0.35 $ 0.16 $ 0.68 $ 0.46 ========== ========== ========== ==========
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. 4. RESTRUCTURE COSTS On March 22, 1999, the Company announced a plan to reduce the administrative workforce at Penford Products by 15% (20 employees) in an effort to align operating costs with market conditions. The plan was implemented through a combination of a voluntary retirement incentive program and involuntary layoffs. As a result, restructuring costs totaling $1.6 million were charged to continuing operations in the third quarter of fiscal 1999. The restructuring costs included an increase to the actuarial liability of the Company's retirement pension plan, severance and other expenses related to the overall workforce reduction plan. The Company's retirement plan will fund approximately 60% of the total charge with existing assets. The remaining costs were paid out in the first half of fiscal 2000. 7 8 Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Consolidated sales increased to $38.3 million from $37.2 million, or 3.2%, in the second quarter of fiscal 2000 compared to the same prior year period. Sales for the first six months of fiscal 2000 increased to $78.9 million from $75.9 million, or 3.9%, versus last year's same six-month period. The increases in sales for the quarter and six month period were primarily due to higher sales volume of the Company's specialty starches for industrial and food product applications. Sales volumes of industrial related specialty products, primarily for paper customers, increased approximately 8% over the same two prior year periods. Higher volumes of paper production by Penford's North American paper customers, and to a lesser extent, new business development efforts caused the volume growth. Lower corn costs, a key pricing component generally passed through to customers, and some pricing pressure for paper related business moderated the impact of volume growth on the increase in sales. Sales volumes of specialty food starches in the second quarter and first six months of fiscal 2000 increased 40% and 23%, respectively, over the same quarter and six month period in the prior year. The continued strong demand for food-grade, starch-based systems for coatings and processed meat applications contributed to the overall increase in consolidated sales. Gross margin improved to $11.2 million, or 29.2%, in the second quarter, from $8.9 million, or 23.9%, in the corresponding prior year period. The gross margin improvement is the result of higher sales volume and manufacturing efficiency gains across all of the Company's product lines. Cost savings achieved in manufacturing and raw material purchasing for specialty starches for papermaking applications more than offset the price pressure noted above. Gross margin for the six months ended February 29, 2000 increased to $22.3 million, or 28.2%, from $19.5 million, or 25.7%, for the same six-month period in the prior year. The improvement is also attributed to the volume increases, efficiency gains and cost savings. Operating expenses in the second quarter of $4.5 million were consistent with the same period in the prior year. For the six months ended February 29, 2000, operating expense rose slightly to $9.1 million from $8.9 million, or 1.9%. Research and development expenses increased in the second quarter and first six months of fiscal 2000 to $1.3 million and $1.1 million, respectively, representing increases of 15% and 11% from the corresponding periods in the prior year. The increased spending on research and development is mostly due to commercialization efforts of specialty carbohydrate-based ingredient systems for industrial applications. Net interest expense for the second quarter and first six months of fiscal 2000 was $1.2 million and $2.5 million, respectively, compared to $1.3 million and $2.7 million, respectively, in the corresponding periods in the prior year. The decreases reflect lower outstanding debt balances. 8 9 The effective tax rate for the second quarter and first six months of fiscal 2000 was 35%, the same as in the corresponding periods a year ago. The effective rate for fiscal 2000 is expected to be similar. Net income for the quarter ended February 29, 2000 was $2.7 million, or $0.35 per share, compared to net income of $1.3 million, or $0.16 per share in the corresponding prior year period. Net income for the six months ended February 29, 2000 was $5.2 million, or $0.68 per share, compared to $3.6 million, or $0.46 per share, for the same period in the prior year. All per share amounts above assume dilution. LIQUIDITY AND CAPITAL RESOURCES At February 29, 2000, Penford had working capital of $12.4 million, an unsecured credit agreement of $75.0 million under which there was $34.0 million outstanding, and several uncommitted lines of credit aggregating $10.0 million under which there was $2.3 million outstanding. The Company used operating cash flow primarily to pay down $1.5 million of debt and to finance capital expenditures of $8.5 million during the first six months of fiscal 2000. Cash flow from operations for the six months ended February 29, 2000 was $11.5 million compared to $15.5 million in the corresponding period of the prior year. The decrease in operating cash flow is due to fluctuations in the components of working capital, primarily increases in trade accounts receivable on higher sales volume and increases in inventory resulting from anticipated shipping requirements. The Company began paying a quarterly cash dividend of $0.05 per share in 1992 and has paid such dividends each quarter since. On April 3, 2000, the Board of Directors approved an increase in the quarterly cash dividend to $0.06 per share. In November of 1998, the Board of Directors authorized a stock repurchase program for the purchase of up to 500,000 shares of the outstanding stock of the company. The Company repurchased 49,200 shares of its common stock in the first six months of fiscal 2000 for approximately $770,000. To date, the Company has repurchased 189,400 shares of its common stock for $2.7 million. Net additions to property, plant and equipment during the six months ended February 29, 2000 were $8.5 million. Second quarter additions of $4.8 million were primarily for various improvements at the Company's industrial facility in Cedar Rapids, Iowa and equipment additions at the Company's food-grade manufacturing facilities. Effective March 15, 2000, Penwest Pharmaceuticals Co. ("PPCO") paid off all outstanding amounts on its $15 million revolving credit facility, which was guaranteed by Penford in connection with the spin-off of PPCO in August 1998. As a result, Penford's guaranty agreement was cancelled, releasing Penford of any obligation under PPCO's $15 million credit facility. 9 10 YEAR 2000 The Company has taken the actions deemed necessary to render mission critical systems capable of recognizing certain dates including those after December 31, 1999, including identifying and evaluating the Year 2000 preparedness of critical customers, suppliers and service providers. There has been no impact on the Company to date, and further remediation is not required at this time. FORWARD-LOOKING STATEMENTS This report contains forward-looking statements concerning long-term debt maturities, Year 2000 readiness and the anticipated 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; 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 1999 Annual Report to Shareholders and its Form 10-K for the fiscal year ended August 31, 1999 on file with the Securities and Exchange Commission. 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 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, 1999. 10 11 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 seeks civil penalties, together with private damages. The case is in the early stages, but Penford disputes the claims and will vigorously defend the claims. 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 24, 2000. (b) The following directors were elected to serve a term of three years: Paul H. Hatfield and N. Stewart Rogers. The board is comprised of those elected this year and the following directors completing their terms: Jeffrey T. Cook, John C. Hunter III, Sally G. Narodick, William G. Parzybok, Jr. and William K. Street. (c) The following matters were voted upon at the meeting: 1. For the election of directors:
% of % of For Voted Withheld Voted --- ----- -------- ----- Paul H. Hatfield 6,145,727 99.05% 59,077 0.95% N. Stewart Rogers 6,147,534 99.08% 57,270 0.92%
2. Ratification of selection of Ernst & Young LLP as independent auditors of the Company: For Against Abstain --- ------- ------- 6,171,535 25,868 7,401 (d) Not applicable Item 5 Other Information Not applicable 11 12 Item 6 Exhibits and Reports on Form 8-K. (a) Exhibits: (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) Senior Note Agreement among Penford Corporation as Borrower and Mutual of Omaha and Affiliates as lenders, dated November 1, 1992 (filed as an Exhibit to Registrant's Form 10-Q for the quarter ended February 28, 1993) (10.2) 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) (10.3) 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) (10.4) 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) (10.5) Change of Control Agreements between Penford Corporation and Messrs. Cook and Horn (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) (10.6) 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) (10.7) Senior Note Agreement dated as of October 1, 1994 among Penford Corporation, Principal Mutual Life Insurance Company and TMG Life Insurance Company (filed as an Exhibit to Registrant's Form 10-Q for the quarter ended February 28, 1995) (10.8) Penford Corporation 1994 Stock Option Plan as amended and restated as of January 21, 1997 (filed on Form S-8 dated March 17, 1997) (10.9) 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)
12 13 (10.10) 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) (10.11) 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) (10.12) 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) (10.13) 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) (10.14) 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) (10.15) Restatement and Exchange Agreement amending the Senior Note Agreement among Penford Corporation as Borrower and Mutual of Omaha and Affiliates as lenders, dated as of August 1, 1998 (filed as an exhibit to Registrant's Form 10-K for the fiscal year ended August 31, 1998) (10.16) Guaranty Agreement dated as of August 1, 1998 by Penford Products Co., a wholly-owned subsidiary of Registrant, of the Restatement and Exchange Agreement among Registrant and Mutual of Omaha and Affiliates (filed as an exhibit to Registrant's Form 10-K for the fiscal year ended August 31, 1998) (10.17) Intercreditor Agreement dated as of August 1, 1998 among the parties to the Credit Agreement dated July 2, 1998 and the parties to the Senior Note Agreements dated as of August 1, 1998 (filed as an exhibit to Registrant's Form 10-K for the fiscal year ended August 31, 1998) (10.18) Restatement and Exchange Agreement amending the Senior Note Agreement among Penford Corporation as Borrower, and Principal Mutual Life Insurance Company and TMG Life Insurance Company as lenders, dated as of August 1, 1998 (filed as an exhibit to Registrant's Form 10-K for the fiscal year ended August 31, 1998) (10.19) Guaranty Agreement dated as of August 1, 1998 by Penford Products Co., a wholly-owned subsidiary of Registrant, of the Restatement and Exchange Agreement among Registrant, Principal Mutual Life Insurance Company, and TMG Life Insurance Company (filed as an exhibit to Registrant's Form 10-K for the fiscal year ended August 31, 1998) (10.20) Credit Agreement dated as of July 2, 1998 among Penford Corporation and Penford Products Co. as borrowers, and certain commercial lending institutions as the lenders, and The Bank of Nova Scotia, as agent for the lenders (filed as an exhibit to Registrant's Form 10-K for the fiscal year ended August 31, 1998) 13 14 27 Financial Data Schedule (b) There were no filings on Form 8-K in the quarter ended February 29, 2000. 14 15 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) April 10, 2000 /s/ Jeffrey T. Cook - -------------- ------------------------------------ Date Jeffrey T. Cook President and Chief Executive Officer (Principal Executive Officer) April 10, 2000 /s/ Keith T. Fujinaga - -------------- ------------------------------------ Date Keith T. Fujinaga Corporate Controller (Chief Accounting Officer) EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONDENSED CONSOLIDATED BALANCE SHEET AT FEBRUARY 29, 2000, THE CONDENSED CONSOLIDATED STATEMENT OF INCOME AT FEBRUARY 29, 2000, AND THE CONDENSED CONSOLIDATED STATEMENT OF CASH FLOW AT FEBRUARY 29, 2000, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 3-MOS AUG-31-2000 DEC-01-1999 FEB-29-2000 0 0 20,092 0 10,687 37,147 112,933 0 178,274 24,750 0 0 0 9,312 54,644 178,274 38,333 38,333 27,128 27,128 5,769 0 1,205 4,231 1,481 2,750 0 0 0 2,750 0.37 0.35
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