-----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, AIqKvL3oOOwl/3wgKdSAV5cOvVj9K/gZJ+f4DyGvUVCfqOC2Z64sRcsHA11YER1A pWk5mBLJDmo5WAe+kNvwyA== 0001035704-03-000419.txt : 20030620 0001035704-03-000419.hdr.sgml : 20030620 20030620113251 ACCESSION NUMBER: 0001035704-03-000419 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030619 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030620 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11488 FILM NUMBER: 03751209 BUSINESS ADDRESS: STREET 1: 7094 SOUTH REVERE PARKWAY CITY: ENGLEWOOD STATE: C0 ZIP: 80112-3932 BUSINESS PHONE: 303-649-1900 MAIL ADDRESS: STREET 1: 7094 SOUTH REVERE PARKWAY STREET 2: - CITY: ENGLEWOOD STATE: C0 ZIP: 80112-3932 FORMER COMPANY: FORMER CONFORMED NAME: PENWEST LTD DATE OF NAME CHANGE: 19920703 8-K 1 d06897e8vk.txt FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 JUNE 19, 2003 ------------- Date of Report (Date of earliest event reported) PENFORD CORPORATION (Exact name of registrant as specified in its charter) Washington -------------------------------------------- (State or other jurisdiction of incorporation) 0-11488 91-1221360 - ------------------------------------------- ---------------------------- Commission File Number (I.R.S. Employer Identification No.) 7094 South Revere Parkway, Englewood, Colorado 80112-3932 - ------------------------------------------- ---------------------------- (Address of principal executive offices) (Zip Code) (303) 649-1900 -------------------------------------------------- Registrant's telephone number, including area code Not Applicable ----------------------------------------------------------- Former name or former address, if changed since last report ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits The following exhibits are part of this current report on Form 8-K and are numbered in accordance with Item 601 of Regulation S-K:
Exhibit No. Description ----------------- --------------------------------------------------------------------------------------- 99.1 Press release dated June 19, 2003
ITEM 9: INFORMATION PROVIDED UNDER ITEM 12, "RESULTS OF OPERATIONS AND FINANCIAL CONDITION." The following information is furnished pursuant to Item 12, "Results of Operations and Financial Condition." On June 19, 2003, Penford Corporation issued a press release announcing its financial results for its third quarter of fiscal year 2003 and for the nine months ended May 31, 2003. A copy of the press release is furnished as Exhibit 99.1 to this report. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Penford Corporation --------------------------------------------- (Registrant) June 20, 2003 /s/ Steven O. Cordier --------------------------------------------- Steven O. Cordier Vice President, Chief Financial Officer and Corporate Secretary 3 EXHIBIT INDEX Pursuant to Item 601(a)(2) of Regulation S-K, this exhibit index immediately precedes the exhibits.
Exhibit No. Description ----------------- --------------------------------------------------------------------------------------- 99.1 Press release dated June 19, 2003
EX-99.1 3 d06897exv99w1.txt PRESS RELEASE CONTACT Steven O. Cordier Exhibit 99.1 Vice President and CFO Penford Corporation 303-649-1900 steve.cordier@penx.com PENFORD CORPORATION ANNOUNCES THIRD QUARTER AND NINE MONTH RESULTS ENGLEWOOD, CO., JUNE 19, 2003 - Penford Corporation (NASDAQ: PENX) today reported financial results for the third quarter and first nine months of fiscal year 2003. For the quarter ended May 31, 2003, consolidated sales increased 12% to $66.0 million from $59.1 million for the same quarter last year. Net income for the third quarter of fiscal 2003 increased 24% to $1.8 million, or $0.21 per diluted share, from $1.4 million, or $0.18 per diluted share for the prior year quarter. Sales for the nine months ended May 31, 2003 increased 14% to $193.8 million from $170.3 million in fiscal 2002. Net income rose to $6.6 million from $2.8 million a year ago. Diluted earnings per share for the first nine months of fiscal 2003 were $0.82 compared with $0.36 last year. The results for the nine months ended May 31, 2003 included a previously discussed $1.9 million pre-tax gain on the sale of the Company's Hi-maize(R) business. The results for the first nine months of fiscal 2002 included a $1.4 million pre-tax restructuring charge related to the Company's relocation of its headquarters to Denver, Colorado. BUSINESS RESULTS Third quarter sales increased for the fifth consecutive quarter on higher volumes at all three business units and stronger currency exchange rates at Penford Australia Ltd. The Australian dollar has appreciated by approximately 15% compared with the third quarter of fiscal 2002. Gross margins for the period declined by 10% from a year ago reflecting additional costs to acquire grain for our Australian operations and higher energy costs to dry our products throughout North America. Grain prices in Australia are approximately 25% higher than last year and average "spot" natural gas prices in the U.S. have increased 75% from the third quarter of fiscal 2002. Total operating expenses were held constant with the prior year. Despite these efforts, income from operations declined by 21% from the same period a year ago. Page 1 Interest expense for the third quarter fell to $1.3 million from $1.6 million a year ago on lower interest rates in the U.S. and reduced debt levels. Income before taxes in the quarter increased 7% to $2.5 million reflecting lower interest charges and royalty income related to the licensing of certain intellectual property rights for the Hi-Maize business. The effective tax rate for the third quarter decreased from the prior year primarily due to changes in Australian tax regulations. Cash from operations in the third quarter increased to $5.3 million from $3.4 million last year and rose to $18.0 million in fiscal 2003 from $16.2 million for the first nine months of fiscal 2002. Sales at Penford's industrial ingredients business unit rose 7% for the third quarter and 13% year-to-date as volume increases continue in its primary product line. Gross margin as a percent of sales in the third quarter declined to 14.5% from 17.7% last year primarily due to rising energy costs. Cost containment programs reduced the impact from higher natural gas costs but operating income for the third quarter decreased to $2.2 million from $2.9 million a year ago. The North American food ingredients business reported that sales for the third quarter and first nine months of fiscal 2003 increased 2%. Continued soft demand for our customers' products has reduced volumes in our potato coatings product line and gross margin as a percent of sales in the quarter declined to 25.8% from 31.6% last year from unfavorable product mix changes and reduced plant utilization. Total operating expenses remain below the prior year. Operating income for the third quarter declined to $1.1 million from $1.6 million in fiscal 2002, reflecting the impact of the lower proportional sales of potato coatings products. Sales at Penford's Australia/New Zealand operations increased 28% in the third quarter and 26% year-to-date. Higher grain input costs reduced gross margin as a percent of sales in the third quarter to 11.4% from 13.3% last year. Income from operations for the quarter rose to $1.2 million from $1.1 million as higher volumes, improved pricing and favorable foreign currency exchange rates more than offset increased grain raw material costs caused by the on-going drought in the region. Page 2 "Each of our business units had to react to a difficult operating environment this quarter. We are encouraged that both volumes and pricing have improved, reducing the impact of sharply higher natural gas and grain costs. These costs have decreased our gross margins as a percent of sales by about 3% in the third quarter and we expect this impact to continue" said Thomas Malkoski, Chief Executive Officer of Penford Corporation. "We are responding to this challenge by controlling expenses while continuing to provide superior service and value to our customers." Penford Corporation will host a conference call to discuss third quarter financial and operational results today, June 19, 2003 at 9:00 a.m. Mountain Time (11:00 a.m. Eastern Time). Access information for the call and web-cast can be found at www.penx.com. A replay will be available at www.penx.com until June 24, 2003. ABOUT PENFORD CORPORATION Penford Corporation develops, manufactures and markets specialty natural-based ingredient systems for various applications, including papermaking and food products. Penford has nine locations in the United States, Australia and New Zealand. For automated shareholder information, please call 1-888-317-2013. TABLES TO FOLLOW This press release contains forward-looking statements concerning the Company's future performance and the prospects for the continuation of current performance trends in fiscal 2003. There are a variety of factors which could cause actual events to differ materially from those projected in the forward-looking statements such as decreases or delays in customer demand or orders, increased competition, decreases in market share, unfavorable changes in product mix, disappointments in product development and commercialization efforts, interest rate and energy cost volatility, foreign exchange rate fluctuations and those listed in the Company's SEC reports, including the report on Form 10-K for the year ended August 31, 2002. # # # Page 3
Three months ended Nine months ended PENFORD CORPORATION May 31, May 31, FINANCIAL HIGHLIGHTS ---------------------- ---------------------- (In thousands except per share data) 2003 2002 2003 2002 - --------------------------------------------------------------------- -------- -------- -------- -------- CONSOLIDATED RESULTS Sales $ 66,035 $ 59,137 $193,769 $170,280 Net income $ 1,755 $ 1,420 $ 6,639 $ 2,804 Earnings per share, diluted $ 0.21 $ 0.18 $ 0 .82 $ 0.36 RESULTS BY SEGMENT INDUSTRIAL INGREDIENTS: Sales $ 34,912 $ 32,546 $104,272 $ 92,416 Gross margin 14.5% 17.7% 15.6% 16.1% Operating income 2,190 2,917 7,390 6,487 FOOD INGREDIENTS - NORTH AMERICA: Sales $ 10,954 $ 10,729 $ 33,418 $ 32,845 Gross margin 25.8% 31.6% 28.3% 30.9% Operating income 1,113 1,581 4,499 4,989 AUSTRALIA/NEW ZEALAND: Sales $ 20,304 $ 15,863 $ 56,551 $ 45,019 Gross margin 11.4% 13.3% 12.2% 14.5% Operating income 1,217 1,094 3,682 3,604
May 31, August 31, 2003 2002 ------------ ------------ Current assets $ 73,052 $ 62,871 Property, plant and equipment, net 130,844 132,042 Other assets 47,382 44,292 ------------ ------------ Total assets 251,278 239,205 ============ ============ Current portion of debt* 72,052 18,779 Other current liabilities 33,093 29,022 Long-term debt 10,446 77,632 Other liabilities 46,508 44,808 Shareholders' equity 89,179 68,964 ------------ ------------ Total liabilities and equity $ 251,278 $ 239,205 ============ ============
* Includes $51 million in revolving loans, representing the scheduled October 31, 2003 expiration of Penford's revolving credit agreements dated November 2000. Page 4
Three months ended Nine months ended PENFORD CORPORATION May 31, May 31, CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) --------------------------- ---------------------------- (In thousands except share and per share data) 2003 2002 2003 2002 - ------------------------------------------------ ----------- ----------- ----------- ----------- Sales $ 66,035 $ 59,137 $ 193,769 $ 170,280 Cost of sales 55,839 47,870 161,141 138,750 ----------- ----------- ----------- ----------- Gross margin 10,196 11,267 32,628 31,530 Operating expenses 5,786 5,795 17,969 15,854 Research and development expenses 1,290 1,526 4,036 4,550 Restructure costs, net -- -- (117) 1,383 ----------- ----------- ----------- ----------- Income from operations 3,120 3,946 10,740 9,743 Non-operating income, net 627 5 2,809 50 Interest expense 1,265 1,633 4,249 5,455 ----------- ----------- ----------- ----------- Income before income taxes 2,482 2,318 9,300 4,338 Income taxes 727 898 2,661 1,534 ----------- ----------- ----------- ----------- Net income $ 1,755 $ 1,420 $ 6,639 $ 2,804 =========== =========== =========== =========== Weighted average common shares and equivalents outstanding, diluted 8,489,320 7,907,213 8,098,943 7,748,022 Earnings per share, diluted $ 0.21 $ 0.18 $ 0.82 $ 0.36 Dividends declared per common share $ 0.06 $ 0.06 $ 0.18 $ 0.18
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