UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended August 31, 2009
OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from
to
Commission File Number
0-11488
A. Full title of the plan and the address of the plan, if different from that of the issuer
named below:
Penford Corporation
Savings and Stock Ownership Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal
executive office:
Penford Corporation
7094 South Revere Parkway
Centennial, Colorado 80112
Penford Corporation
Savings and Stock Ownership Plan
Index to Financial Statements and Supplemental Schedule
Year Ended August 31, 2009
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1
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2
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3
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4
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11
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12
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Exhibit No. 23: Consent of Ehrhardt Keefe Steiner & Hottman PC
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13
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EX-23
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Report of Independent Registered Public Accounting Firm
Plan Administrator
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, 2009 and 2008, and the statement of
changes in net assets available for benefits for the year ended August 31, 2009. These financial
statements are the responsibility of the Plans 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 (PCAOB) (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 Plans
internal control over financial reporting. Accordingly, we express no such opinion. An audit
includes assessing the accounting principles 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, 2009 and 2008 and the
changes in net assets available for benefits for the year ended August 31, 2009, in conformity with
accounting principles 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 schedule is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary information required
by the Department of Labors Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the
Plans management. The supplemental schedule has been subjected to the auditing procedures applied
in the audit of the basic financial statements, and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a whole.
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/s/ Ehrhardt Keefe Steiner & Hottman PC
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EHRHARDT KEEFE STEINER & HOTTMAN PC
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February 25, 2010
Denver, Colorado
1
Penford Corporation Savings and Stock Ownership Plan
Statements of Net Assets Available for Benefits
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August 31,
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2009
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2008
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Assets
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Investments, at fair value:
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Common trust funds
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$
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29,291,937
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$
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31,143,747
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Common stock
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2,898,844
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6,539,096
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Participant loans
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338,261
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403,454
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32,529,042
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38,086,297
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Receivables:
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Accrued interest and dividends
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2,204
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41,548
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Total assets
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32,531,246
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38,127,845
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Liabilities
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Accrued expenses
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83,272
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21,238
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Unsettled investment purchase
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435,637
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83,272
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456,875
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Net assets available for benefits
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$
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32,447,974
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$
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37,670,970
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See accompanying notes.
2
Penford Corporation Savings and Stock Ownership Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended August 31, 2009
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Investment loss:
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Net depreciation in fair value of investments
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$
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(6,880,049
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Interest and dividends
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171,892
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(6,708,157
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Contributions:
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Employer
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940,599
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Participants and rollover
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2,016,361
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2,956,960
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Deductions
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Benefits paid to participants
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1,260,598
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Administrative expenses
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211,201
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Total deductions
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1,471,799
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Net decrease
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(5,222,996
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Net assets available for benefits
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Beginning of year
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37,670,970
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End of year
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$
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32,447,974
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See accompanying notes.
3
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 Plans provisions. Copies
are available from the Plans Administrative Committee.
General
The Plan is a defined-contribution plan available to all employees, including part-time employees,
who have worked a specified period of time for Penford Corporation or its U.S. subsidiary company,
Penford Products Co. (collectively, 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). Effective September 1, 2007, the Plan was
amended to incorporate amendments to Code 415 regulations.
Contributions
Participants may contribute a maximum of 16% of their eligible annual compensation. Participants
may elect to invest their contribution in any of the Plans 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 Companys
pharmaceuticals subsidiary, Penwest Pharmaceuticals Co., no additional investments are allowed to
this fund. The Plan also permits rollover contributions from other retirement plans. At any time,
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 participants compensation that he or she contributes to the Plan as deferral contributions,
plus 50% of the next three percent of the participants 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 ended August 31, 2009.
The Plan provides for a $1,000 contribution to new union employees (those hired on or after August
1, 2004) subject to the most recent collective bargaining agreement. The one time contribution is
100% vested. The Plan was amended effective January 1, 2009.
4
Penford Corporation Savings and Stock Ownership Plan
Notes to Financial Statements
The amendment adds that for calendar
years 2009, 2010 and 2011, the Company will make a
contribution, equal to 2% of an employees adjusted earnings, as defined, to the accounts of those
employees who were eligible pursuant to the terms of the collective bargaining agreement. Such
contributions shall be immediately 100% vested. The contribution shall be reduced by $1,000 for
the year that the employee receives the one-time $1,000 contribution described above.
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 Plans investments. Allocations of Plan earnings are based
on each participants 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.
5
Penford Corporation Savings and Stock Ownership Plan
Notes to Financial Statements
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.
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 participants account and bear interest at rates that range from 3.25% to 10.5% commensurate
with local prevailing rates as determined by the Plans Administrative Committee and mature at
various dates through 2023. 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.
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 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 Companys 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
6
Penford Corporation Savings and Stock Ownership Plan
Notes to Financial Statements
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 Plans administrative expenses are paid by either the Plan or the Company, as provided by the
Plan document.
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 the Plan 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 transactions 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.
7
Penford Corporation Savings and Stock Ownership Plan
Notes to Financial Statements
Fair Value Measurements
Effective September 1, 2008, the Plan adopted the provisions of Accounting Standards Codification
(ASC) 820, Fair Value Measurements and Disclosures (ASC 820), which defines fair value,
establishes a framework for its measurement, and expands disclosures concerning fair value
measurements. ASC 820 defines fair value as the price that would be received from selling an asset
or paid to transfer a liability (an exit price) in Penfords principal or most advantageous market
for the asset or liability in an orderly transaction between market participants on the measurement
date. ASC 820 also establishes a fair value hierarchy that requires an entity to maximize the use
of observable inputs and minimize the use of unobservable inputs when measuring fair value.
Observable inputs are inputs that reflect the assumptions market participants would use in pricing
the asset or liability developed based on market data obtained from sources outside the reporting
entity. Unobservable inputs are inputs based on market data and on assumptions that market
participants would use in pricing the asset or liability developed based on the best information
available in the circumstances. The three levels of inputs that may be used to measure fair value
are:
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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.
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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.
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Level 3 inputs are unobservable inputs to the valuation methodology for the assets or
liabilities.
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Presented below are the fair values of the Plans financial instruments at August 31, 2009.
8
Penford Corporation Savings and Stock Ownership Plan
Notes to Financial Statements
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Assets at Fair Value as of August 31, 2009
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(Level 1)
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(Level 2)
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(Level 3)
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Total
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Short-Term Investment Fund
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$
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$
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8,935,291
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$
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$
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8,935,291
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Global Balanced Fund
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8,585,817
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8,585,817
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Penford Corporation common stock
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2,649,744
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2,649,744
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Penwest Pharmaceuticals Co. common stock
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249,100
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249,100
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Global Equity Fund
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4,619,538
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4,619,538
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Growth Fund
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1,424,701
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1,424,701
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Small Cap Fund
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1,047,248
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1,047,248
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All International Markets Fund
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3,035,171
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3,035,171
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Fixed Income I Fund
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839,524
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839,524
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Value Fund
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804,647
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804,647
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Loan Account
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338,261
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338,261
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Total assets at fair value
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$
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2,898,844
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$
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29,291,937
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$
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338,261
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$
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32,529,042
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The following sets forth a summary of changes in the fair value of the Plans level 3 assets
for the year ended August 31, 2009:
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Loan
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Account
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Beginning balance
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$
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403,454
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Net change in loan activity
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(65,193
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Ending balance
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$
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338,261
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3. Investments
Individual investments whose fair value was in excess of 5% of Plan net assets at year-end were as
follows:
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August 31,
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2009
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2008
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Penford Corporation common stock
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$
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2,649,744
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$
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6,046,887
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Russell Trust Company:
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Short-Term Investment Fund
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8,935,291
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8,629,585
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Global
Aggressive Balanced Fund
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9,768,607
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Global Balanced Fund
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8,585,817
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All International Markets Fund
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3,035,171
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3,201,788
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Global Equity Fund
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4,619,538
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5,332,691
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9
Penford Corporation Savings and Stock Ownership Plan
Notes to Financial Statements
During the year ended August 31, 2009, the Plans investments (including investments bought and
sold, as well as held, during the year) depreciated in fair value as determined by quoted market
prices as follows:
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Net Realized
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and Unrealized
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Depreciation in Fair Value
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of Investments
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Common trust funds
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$
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(3,450,418
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Common stock
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(3,429,631
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$
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(6,880,049
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)
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4. 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.
5. 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.
10
Penford Corporation Savings and Stock Ownership Plan
Schedule H, Line 4(i)Schedule of Assets (Held at End of Year)
EIN: 911221360 Plan Number: 003
August 31, 2009
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(c)
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Description of Investment
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(b)
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Including Maturity Rate,
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Identity of Issue, Borrower,
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Rate of Interest, Par, or
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(e)
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(a)
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Lessor, or Similar Party
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Maturity Value
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Current Value
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Common Trust Funds
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*
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Russell Trust Company
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8,935,291 units of the Commingled
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$
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8,935,291
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Employee Benefit Funds Trust
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Short-Term Investment Fund
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*
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Russell Trust Company
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225,764 units of the Commingled
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8,585,817
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Employee Benefit Funds Trust
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Global Balanced Fund
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*
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Russell Trust Company
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49,884 units of the Commingled
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1,424,701
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Employee Benefit Funds Trust
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Growth Fund
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*
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Russell Trust Company
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44,413 units of the Commingled
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1,047,248
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Employee Benefit Funds Trust
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|
|
Small Cap Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Russell Trust Company
|
|
89,139 units of the Commingled
|
|
|
3,035,171
|
|
|
|
|
|
Employee Benefit Funds Trust
|
|
|
|
|
|
|
|
|
All International Markets Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Russell Trust Company
|
|
27,836 units of the Commingled
|
|
|
839,524
|
|
|
|
|
|
Employee Benefit Funds Trust
|
|
|
|
|
|
|
|
|
Fixed Income I Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Russell Trust Company
|
|
57,067 units of the Commingled
|
|
|
804,647
|
|
|
|
|
|
Employee Benefit Funds Trust
|
|
|
|
|
|
|
|
|
Value Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Russell Trust Company
|
|
119,183 units of the Commingled
|
|
|
4,619,538
|
|
|
|
|
|
Employee Benefit Funds Trust
|
|
|
|
|
|
|
|
|
Global Equity Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29,291,937
|
|
|
|
|
|
|
|
|
|
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Penford Corporation
|
|
411,451 common shares
|
|
|
2,649,744
|
|
|
|
|
|
|
|
|
|
|
|
|
Penwest Pharmaceuticals Co.
|
|
102,090 common shares
|
|
|
249,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,898,844
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Participant Loans
|
|
Interest rates range from 3.25% to
|
|
|
338,261
|
|
|
|
|
|
10.50% maturing through 2023,
|
|
|
|
|
|
|
|
|
collateralized by participant account
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
32,529,042
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Denotes party-in-interest to the Plan.
|
11
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 26, 2010
|
|
By:
|
|
/s/ Steven O. Cordier
Steven O. Cordier
|
|
|
|
|
|
|
Penford Corporation
|
|
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
12
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