-----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, QhGTqJmuH15Yuw/OWIaHtAiSiq35XH3M2XOldleti2PD+ZAvYpUM2O9B32NV6o3J JWV0Yp7Q3Q9PHViG5K3Kew== 0000950134-08-002469.txt : 20080213 0000950134-08-002469.hdr.sgml : 20080213 20080213141558 ACCESSION NUMBER: 0000950134-08-002469 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070831 FILED AS OF DATE: 20080213 DATE AS OF CHANGE: 20080213 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11488 FILM NUMBER: 08603514 BUSINESS ADDRESS: STREET 1: 7094 SOUTH REVERE PARKWAY CITY: CENTENNIAL STATE: CO ZIP: 80112-3932 BUSINESS PHONE: 303-649-1900 MAIL ADDRESS: STREET 1: 7094 SOUTH REVERE PARKWAY CITY: CENTENNIAL STATE: CO ZIP: 80112-3932 FORMER COMPANY: FORMER CONFORMED NAME: PENWEST LTD DATE OF NAME CHANGE: 19920703 11-K 1 d53848e11vk.htm FORM 8-K e11vk
Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
(Mark One)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 2007
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                      to                     
Commission File Number 0-11488
Penford Corporation
Savings and Stock Ownership Plan
 
(Full title of the plan)
Penford Corporation
7094 South Revere Parkway
Centennial, Colorado 80112
 
(Name of issuer and address of issuer’s principal executive office)
 
 

 


 

Penford Corporation
Savings and Stock Ownership Plan
Index to Financial Statements and Supplemental Schedules
Year Ended August 31, 2007
         
    3  
 
       
Audited Financial Statements:
       
 
       
    4  
    5  
    6  
 
       
Supplemental Schedules:
       
 
       
    13  
    14  
 
       
    15  
 
       
       
 
       
Exhibit No. 23: Consent of Ehrhardt Keefe Steiner & Hottman PC
       
 Consent of Independent Registered Public Accounting Firm

2


Table of Contents

Report of Independent Registered Public Accounting Firm
Plan Administrator, Committee, and Participants
Penford Savings and Stock Ownership Plan
Centennial, Colorado
We have audited the accompanying statements of net assets available for benefits of the Penford Savings and Stock Ownership Plan (the “Plan”) as of August 31, 2007 and 2006, and the statement of changes in net assets available for benefits for the year then ended August 31, 2007. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform our audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes assessing the accounting principals used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of August 31, 2007 and 2006 and the changes in net assets available for benefits for the year ended August 31, 2007, in conformity with accounting principals generally accepted in the United States of America.
Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedules are the responsibility of the Plan’s management. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements, and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole.
         
     
  /s/ Ehrhardt Keefe Steiner & Hottman PC    
  EHRHARDT KEEFE STEINER & HOTTMAN PC   
     
 
January 31, 2008
Denver, Colorado

3


Table of Contents

Penford Corporation Savings and Stock Ownership Plan
Statements of Net Assets Available for Benefits
                 
    August 31,
    2007   2006
     
Assets
               
Investments, at fair value:
               
Common trust funds
  $ 32,282,957     $ 24,818,269  
Common stock
    11,392,912       8,800,928  
Participant loans
    356,692       304,440  
     
 
    44,032,561       33,923,637  
Receivables:
               
Employer contribution receivable
          30,552  
Participant contribution receivable
          64,084  
Accrued interest and dividends
    45,701       47,809  
Due from broker for securities sold
    19,720        
     
Total receivables
    65,421       142,445  
 
               
     
Total assets
    44,097,982       34,066,082  
 
               
Liabilities
               
Accrued expenses
    54,265       20,510  
 
               
     
Net assets available for benefits
  $ 44,043,717     $ 34,045,572  
     
See accompanying notes.

4


Table of Contents

Penford Corporation Savings and Stock Ownership Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended August 31, 2007
         
Additions
       
Investment income:
       
Net appreciation in fair value of investments
  $ 8,891,645  
Interest and dividends
    400,100  
 
     
 
    9,291,745  
 
       
Contributions:
       
Employer
    889,516  
Participants and rollover
    1,947,258  
 
     
 
    2,836,774  
 
       
 
     
Total additions
    12,128,519  
 
     
 
       
Deductions
       
Benefits paid to participants
    1,839,616  
Administrative expenses
    290,758  
 
     
Total deductions
    2,130,374  
 
     
 
       
Net increase
    9,998,145  
 
       
Net assets available for benefits
       
Beginning of year
    34,045,572  
 
     
End of year
  $ 44,043,717  
 
     
See accompanying notes.

5


Table of Contents

Penford Corporation Savings and Stock Ownership Plan
Notes to Financial Statements
1. Description of the Plan
The following description of the Penford Corporation Savings and Stock Ownership Plan as amended (the Plan) provides only general information. Participants should refer to the actual Plan document or the Summary Plan Description for a more complete description of the Plan’s provisions. Copies are available from the Plan’s Administrative Committee.
General
The Plan is a defined-contribution plan available to all U.S. employees, including part-time employees, who have worked a specified period of time for Penford Corporation (the Company), excluding however, certain employees whose terms of service are covered by a collective bargaining agreement unless otherwise agreed to by the bargaining parties. Currently, all union employees are eligible to participate in the Plan. Employees who have completed one month of service with the Company are eligible to participate in the Plan. The Plan was created effective September 1, 1984. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). An amendment to the Plan was made in fiscal year 2007.
Contributions
Participants may contribute a maximum of 16% of their eligible annual compensation. Participants may elect to invest their contribution in any of the Plan’s fund options, with the exception of the Penwest Pharmaceuticals Co. (PPCO) Stock Fund. Following the initial investment in the PPCO Stock Fund on September 1, 1998, which was a result of the tax-free distribution of the Company’s pharmaceuticals subsidiary, Penwest Pharmaceuticals Co., no additional investments are allowed to this fund. The Plan also permits rollover contributions from other qualified retirement plans. At any time, but limited to once per month, participants have the opportunity to change their investment option previously elected.
The Company makes matching contributions to the Plan equal to 100% of the first three percent of the participant’s compensation that he or she contributes to the Plan as deferral contributions, plus 50% of the next three percent of the participant’s compensation that is contributed to the Plan as deferral contributions. The match dollars are invested in the funds to which the participant directs his contributions. The Company may also make annual discretionary profit-sharing contributions to the Plan. Profit-sharing contributions are allocated based on participant compensation. There were no profit-sharing contributions paid to the Plan for fiscal year 2007.
The Plan provides for a $1,000 contribution to new union employees (hired during the period beginning August 1, 2004, and ending July 31, 2009) subject to the most recent collective bargaining agreement. The one time contribution is 100% vested.

6


Table of Contents

Penford Corporation Savings and Stock Ownership Plan
Notes to Financial Statements
1. Description of the Plan (continued)
At the discretion of the Board of Directors, employer profit sharing contributions can be applied to either the ESOP component of the Plan or to the Profit Sharing Account. The Profit Sharing account is participant-directed such that participants can choose among the various investment alternatives provided by the Plan.
Participant Accounts
Individual accounts are maintained for all Plan participants. These accounts reflect participants’ contributions and related Company matching and profit-sharing contributions to the Plan as well as allocations of earnings or losses on the Plan’s investments. Allocations of Plan earnings are based on each participant’s account balance.
Vesting
Participants are immediately vested in their contributions, plus actual earnings thereon. Participants in the employ of the Company on or after September 1, 2001 are immediately vested in employer matching contributions, plus actual earnings thereon. Participants who terminated employment prior to September 1, 2001 were subject to the previous vesting schedule of 20% vesting each year over a five-year period with respect to employer matching contributions. All employer profit sharing contributions are also subject to a vesting schedule of 20% per year over a five-year period.
Payment of Benefits
Distributions to terminated participants for vested account balances are made in cash, unless elected to be made in Penford Corporation common stock, as soon as practicable after termination. Participants are eligible for distribution of 100% of their vested account balance, including both participant and employer contributions, as soon as practicable after their normal or postponed retirement date, at death, or at total disability, as defined by the Plan document. Participants with a vested balance of $1,000 or more may elect to maintain their account balance in the Plan until otherwise required to receive a distribution. Benefits are recorded when paid.
Hardship Withdrawals
Participants are entitled to request a hardship withdrawal of all or a portion of the balance in their 401(k) Contribution Account, excluding any income earned on their account after November 30, 1988.  Such a withdrawal must qualify as an immediate and heavy financial need as defined in the Plan, and the amount requested must not exceed the amount necessary to meet such need. 

7


Table of Contents

Penford Corporation Savings and Stock Ownership Plan
Notes to Financial Statements
1. Description of the Plan (continued)
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. Loan terms range from one to five years or up to 15 years for the purchase of a primary residence. The loans are secured by the balance in the participant’s account and bear interest at rates that range from 5.0% to 10.5% commensurate with local prevailing rates as determined by the Plan’s Administrative Committee and mature at various dates through 2021. Principal and interest are paid ratably through payroll deductions.
Diversification of ESOP Accounts
The plan was amended to provide that, effective for Plan Years beginning on or after September 1, 2007, all participants may elect to diversify an amount up to 100% of the value the Company Stock allocated to their ESOP account.
In general, the following provisions applied for Plan Years beginning prior to September 1, 2007: Participants who are at least age 55 with at least 10 years of employment may elect to diversify a portion of their ESOP accounts.  Diversification is offered to each eligible participant over a six-year period.  In each of the first five Plan years of the period, a participant may diversify up to 25 percent of the value of the Company stock allocated to his or her ESOP accounts. In the sixth year and all subsequent plan years, a participant may diversify up to 50 percent of the value of the Company stock allocated to his or her ESOP accounts. Effective for Plan Years beginning on or after April 4, 2006, a participant who has reached the sixth Plan Year in the Election Period, or any subsequent Plan Year, may elect to diversify an amount up to 100% of the value of the Company stock allocated to his or her ESOP accounts. Also effective April 4, 2006, all participants could generally elect to diversify an amount up to 10% of the value of the Company Stock allocated to his or her ESOP accounts each Plan quarter.
Any participant may elect to diversify any amount of PPCO Stock held in his or her ESOP accounts at any time.
Plan Termination
Although the Company has not expressed any intent to do so, it has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the

8


Table of Contents

Penford Corporation Savings and Stock Ownership Plan
Notes to Financial Statements
1. Description of the Plan (continued)
provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts.
2. Significant Accounting Policies
Basis of Presentation
The accounting records of the Plan are maintained on the accrual basis of accounting.
Investment Valuation and Income Recognition
Assets of the Plan are invested in ten funds, including eight common trust funds and two common stock funds. The common stock funds are comprised of the Company’s common stock and the common stock of PPCO to the extent participants received PPCO shares in connection with the spin-off of PPCO in 1998. The unit value of each common trust fund is stated at fair value, determined on a daily basis by reference to the market values of the underlying assets.
Investments in common stock are stated at fair value based on closing market prices on the last business day of the year.
Participant loans are recorded at their outstanding balances, which approximate fair value.
Purchases and sales of investments are recorded on the trade dates. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.
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 that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Expenses
The Plan’s administrative expenses are paid by either the Plan or the Company, as provided by the Plan document.

9


Table of Contents

Penford Corporation Savings and Stock Ownership Plan
Notes to Financial Statements
2. Significant Accounting Policies (continued)
Risks and Uncertainties
The Plan provides for various investment options. Investment securities are exposed to various risks, such as interest rate, market, and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in interest rates, market values and credit ratings in the near term could materially affect the value of participants’ account balances, and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets available for benefits.
Additionally, some investments held by Russell Investments are invested in the securities of foreign companies, which involve special risks and considerations not typically associated with investing in U.S. companies. These risks include devaluation of currencies, less reliable information about issuers, different securities transaction clearance and settlement practices and possible adverse political and economic developments. Moreover, securities of many foreign companies and their markets may be less liquid and their prices more volatile than those of securities of comparable U.S. companies.
3. Investments
Individual investments whose fair value was in excess of 5% of Plan net assets at year-end were as follows:
                 
    August 31,
    2007   2006
Penford Corporation common stock*
  $ 9,595,493     $ 5,656,972  
Penwest Pharmaceuticals Co. common stock
    1,797,419 **     3,143,956  
Frank Russell Trust Company:
               
 
               
Short-Term Investment Fund
    6,060,463       5,217,685  
 
               
Global Aggressive Balanced Fund
    11,003,087       10,388,164  
 
               
International Fund
    4,108,734       1,820,547  
 
               
Global Equity Fund
    6,149,180       4,670,682  
 
*   Includes nonparticipant-directed investments. See Note 4 for further detail.
 
**   Investment is not greater than 5% of net assets as of August 31, 2007 but is included as amount was greater than 5% of net assets as of August 31, 2006.

10


Table of Contents

Penford Corporation Savings and Stock Ownership Plan
Notes to Financial Statements
3. Investments (continued)
During the year ended August 31, 2007, the Plan’s investments (including investments bought and sold, as well as held, during the year) appreciated in fair value as determined by quoted market prices as follows:
         
    Net Realized  
    and Unrealized  
    Appreciation  
    in Fair Value  
    of Investments  
Common trust funds
  $ 3,243,678  
Common stock
    5,634,425  
 
     
 
  $ 8,878,103  
 
     
4. Nonparticipant-Directed Investments
The Penford Corporation Stock Fund and the PPCO Stock Fund both contain amounts, representing assets held under the Employee Stock Ownership Plan (“ESOP”) portion of the Plan. Effective April 4, 2006, any participant may elect to diversify any amount of PPCO Stock held in his or her ESOP accounts, therefore the entire balance is participant-directed. A portion of the Penford Corporation Stock Fund is subject to certain ESOP diversification rules, and therefore, may be restricted with regard to participant investment direction. Accordingly, we are considering the Penford Corporation Stock funds held in the ESOP portion of the Plan to be nonparticipant-directed. Information about the net assets and the significant components of changes in net assets related to the nonparticipant-directed investments is as follows:
                 
    August 31  
    2007     2006  
Investments, at fair value:
               
 
               
Penford Corporation common stock
  $ 3,058,257     $ 1,489,358  
         
    Year Ended  
    August 31,  
    2007  
Changes in net assets:
       
Net appreciation in fair value of investments
  $ 1,644,418  
Interfund transfers
    (8,080 )
Benefits paid to participants
    (67,439 )
 
     
 
  $ 1,568,899  
 
     

11


Table of Contents

Penford Corporation Savings and Stock Ownership Plan
Notes to Financial Statements
5. Income Tax Status
The Plan has received a determination letter from the Internal Revenue Service dated April 1, 2003, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the Code) and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan has been amended since receiving the determination letter. However, the plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes that the Plan is qualified and the related trust is tax exempt.
6. Party-in-Interest
Certain Plan assets are invested in common trust funds managed by the Trustee as defined by the Plan.  Assets are also invested in Company stock and former Company stock, also managed by the Trustee as defined by the Plan.  Investments in the common trust funds and in Company stock qualify as transactions with a party-in-interest.

12


Table of Contents

Penford Corporation Savings and Stock Ownership Plan
Schedule H, Line 4(i)—Schedule of Assets (Held at End of Year)
EIN: 91–1221360 Plan Number: 003
August 31, 2007
                             
            (c)            
        (b)   Description of Investment Including            
        Identity of Issue, Borrower,   Maturity Rate, Rate of Interest, Par,   (d)     (e)  
(a)   Lessor, or Similar Party   or Maturity Value   Cost     Current Value  
      Common Trust Funds  
 
               
    *  
Russell Trust Company
 
6,060,463 units of the Commingled
          $ 6,060,463  
           
Employee Benefit Funds Trust
Short-Term Investment Fund
    (1)          
           
 
               
    *  
Russell Trust Company
 
294,515 units of the Commingled
            11,003,087  
           
Employee Benefit Funds Trust
Global Aggressive Balanced Fund
    (1)          
           
 
               
    *  
Russell Trust Company
 
32,869 units of the Commingled
            1,267,119  
           
Employee Benefit Funds Trust
Growth Fund
    (1)          
           
 
               
    *  
Russell Trust Company
 
50,220 units of the Commingled
            1,759,189  
           
Employee Benefit Funds Trust
Small Capitalization Fund
    (1)          
           
 
               
    *  
Russell Trust Company
 
87,944 units of the Commingled
            4,108,734  
           
Employee Benefit Funds Trust
All International Markets Fund
    (1)          
           
 
               
    *  
Russell Trust Company
 
22,911 units of the Commingled
            625,923  
           
Employee Benefit Funds Trust
Domestic Diversified Fund
    (1)          
           
 
               
    *  
Russell Trust Company
 
64,655 units of the Commingled
            1,309,262  
           
Employee Benefit Funds Trust
Value Fund
    (1)          
           
 
               
    *  
Russell Trust Company
 
115,153 units of the Commingled
            6,149,180  
           
Employee Benefit Funds Trust
Global Equity Fund
    (1)          
           
 
             
           
 
            32,282,957  
           
 
               
        Common Stock  
 
               
           
 
               
    *   Penford Corporation  
271,827 common shares
  $ 4,030,522        9,595,493  
           
 
               
        Penwest Pharmaceuticals Co.  
145,540 common shares
    (1)       1,797,419  
           
 
             
           
 
            11,392,912  
           
 
               
    *   Participant Loans  
Interest rates range from 5.00% to
10.50% maturing through 2021,
collateralized by participant
accounts
    0       356,692  
           
 
             
           
 
          $ 44,032,561  
           
 
             
 
*   Denotes party-in-interest to the Plan.
 
(1)   Cost information is omitted as investments are participant directed.

13


Table of Contents

Penford Corporation Savings and Stock Ownership Plan
Schedule H, Line 4(j)—Schedule of Reportable Transactions
EIN: 91–1221360 Plan Number: 003
For the Year Ended August 31, 2007
                                                 
                                    (h)    
                                    Current    
                                    Value of    
(a)       (c)   (d)           Asset on   (i)
Identity of Party Involved   (b)   Purchase   Selling   (g)   Transaction   Net Gain
and Description of Asset   Description of Transaction   Price   Price   Cost of Assets   Date   or (Loss)
 
Category (iii) – A series of transactions in excess of 5% of Plan assets.                        
       
 
                                       
Russell Trust Company  
Penford Corporation common stock
        $ 3,900,963     $ 2,109,849     $ 3,900,963     $ 1,791,114  
There were no Category (i), (ii), or (iv) reportable transactions during the year ended August 31, 2007.
Columns (e) and (f) have not been presented, as this information is not applicable.

14


Table of Contents

SIGNATURES
     The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  Penford Corporation Savings and Stock Ownership Plan
 
February 13, 2008  By:   /s/ Steven O. Cordier    
    Steven O. Cordier   
    Penford Corporation   
    Senior Vice President and Chief Financial Officer
 
     
     
     

15


Table of Contents

         
EXHIBIT INDEX
     
No.   Description
23
  Consent of Independent Registered Public Accounting Firm

EX-23 2 d53848exv23.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM exv23
 

         
Exhibit 23
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the Registration Statements No. 33-37553, No. 2-94198 and No. 33-88946 on Form S-8 of Penford Corporation of our report dated January 31, 2008 with respect to the financial statements and supplemental schedules of the Penford Corporation Savings and Stock Ownership Plan, which appears in this Form 11-K.
         
 
       
February 12, 2008
  /s/ Ehrhardt Keefe Steiner & Hottman PC    
 
       
Denver, Colorado
  EHRHARDT KEEFE STEINER & HOTTMAN PC    

 

-----END PRIVACY-ENHANCED MESSAGE-----