UNITED
STATES
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
|
Date
of Report (Date of earliest event reported)
|
October
6, 2010
|
|
Oil-Dri
Corporation of America
|
|
(Exact
name of registrant as specified in its
charter)
|
|
Delaware
|
001-12622
|
36-2048898
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
410
North Michigan Avenue
Suite
400
Chicago,
Illinois
|
60611-4213
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
|
Registrant’s
telephone number, including area code
|
(312)
321-1515
|
|
(Former
name or former address, if changed since last
report.)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.02 Results
of Operations and Financial Condition.
On
October 12, 2010, Oil-Dri Corporation of America (the “Registrant”) issued a
press release announcing its results of operations for its fourth quarter and
fiscal year ended July 31, 2010. A copy of the press release is attached as
Exhibit 99.1 and the information contained therein is incorporated herein by
reference. The information contained in this Item 2.02, including Exhibit 99.1,
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”), and it shall not be deemed
incorporated by reference into any filing under the Exchange Act or the
Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.
Item
5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
(e)(1)
Fiscal 2011 Annual
Incentive Plan. At its regular meeting on October 6, 2010, the
Compensation Committee of the Board of Directors of the Registrant approved the
performance measure and targets to be used to determine incentive awards under
the Oil-Dri Corporation of America Annual Incentive Plan (the “Plan”) for the
fiscal year ending July 31, 2011 (“fiscal 2011”). Under the Plan, eligible
employees (including the Registrant’s principal executive officer (the “Chief
Executive Officer”), principal financial officer and the three other most highly
paid executive officers as of July 31, 2010 (collectively, the (“Named Executive
Officers”)) may receive annual cash incentive awards equal to a percentage of
base salary. The Plan provides for the possibility of awards based on corporate
financial performance; special performance, including individual, departmental
or divisional performance; or a combination of the two. The performance measure
approved for fiscal 2011 is corporate financial performance as measured by
achievement of target pre-tax, pre-bonus income as specified in the Registrant’s
fiscal 2011 annual incentive plan. Fiscal 2011 annual incentive plan target
pre-tax, pre-bonus income will differ from pre-tax income shown in the
Registrant’s fiscal 2011 audited consolidated financial statements in that the
former will (i) include the entire amount of annual incentive plan awards, both
cash and the executive deferred bonus awards described below, for fiscal 2011
and (ii) subtract the amortization for prior years’ executive deferred bonus
awards. As a result of these differences, the performance measure under the
fiscal 2011 annual incentive plan takes into consideration the full amount of
any executive deferred bonus awards in the fiscal year for which they are made,
rather than amortizing those awards over their vesting period. The foregoing
covers only those differences known at the time of the adoption of the fiscal
2011 performance measure. With approval of the Compensation Committee, other
items which may arise during fiscal 2011 because of extraordinary or
nonrecurring events or changes in applicable accounting rules or similar events
may also be used to adjust annual incentive plan target pre-tax, pre-bonus
income.
The
fiscal 2011 annual incentive plan provides that employees exempt from the
overtime requirements of the Fair Labor Standards Act (“exempt employees”) will
receive their full target bonus if the Registrant achieves 100% of its annual
incentive plan target. If the Registrant achieves 110% of its annual incentive
plan target, bonuses of 150% of target bonus will be paid, and if the Registrant
achieves 120% of its annual incentive plan target, bonuses of 200% of target
bonus will be paid. Under the Plan, bonuses are capped at 200% of target bonus.
If the Registrant achieves 90% of its annual incentive plan target, bonuses of
50% of target bonus will be paid. If the Registrant achieves 84% of its annual
incentive plan target, bonuses of 25% of target will be paid. Additional
specific targets between 84% of annual incentive plan target and 120% of annual
incentive plan target were also approved. If performance falls between two of
the specified targets, the bonus payment percentage will be
prorated.
Employees
not exempt from the overtime requirements of the Fair Labor Standards Act
(“non-exempt employees”) will receive their full target bonus of 7.5% of pay if
the Registrant achieves 84% or more of its annual incentive plan target. Bonuses
for these employees are capped at 100% of target bonus.
The Plan
also provides for the possibility of executive deferred bonus awards for the
Registrant’s senior management (including the Named Executive Officers). The
fiscal 2011 performance measure and targets for executive deferred bonus awards
under the Plan are the same as those listed above for exempt employees, except
that no executive deferred bonus awards will be made unless 75% of target bonus
is earned (meaning the Registrant has achieved 95% of its annual incentive plan
target). Executive deferred bonus awards earned in fiscal 2011 will vest and be
payable at the end of three years, on July 31, 2014, provided the participant is
employed by the Registrant at that time. The Plan specifies certain events which
may result in earlier vesting. All of the Named Executive Officers (except the
Chief Executive Officer and the Vice President of Manufacturing and Logistics)
and other members of senior management are participants in the executive
deferred bonus portion of the Plan for fiscal 2011.
Target
bonuses for the cash portion of the Plan range from 4% to 50% of base salary;
target bonuses for the executive deferred bonus portion range from 10% to 25% of
base salary. The specific percentage for both the cash and executive deferred
portions of the Plan are generally determined by each eligible employee’s salary
grade. Essentially all salaried employees of the Registrant and its domestic
subsidiaries, and certain employees of its United Kingdom and Canadian
subsidiaries, are eligible to participate in the Plan; at July 31, 2010, there
were approximately 287 eligible employees.
The bonus
opportunity for fiscal 2011 as a percent of base salary (as of the end of fiscal
2011) that each Named Executive Officer would receive if threshold, targeted and
maximum performance is achieved is shown below:
|
Bonus
Opportunity as a % of Base Salary
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||||||||||||||||||||||||||||||||||||
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Threshold
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Target
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Maximum
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||||||||||||||||||||||||||||||||||
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Cash
Bonus
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Deferred
Bonus
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Total
Bonus
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Cash
Bonus
|
Deferred
Bonus
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Total
Bonus
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Cash
Bonus
|
Deferred
Bonus
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Total
Bonus
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||||||||||||||||||||||||||||
|
Daniel
S. Jaffee
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12.50 | % | 0 | % | 12.50 | % | 50.00 | % | 0 | % | 50.00 | % | 100.00 | % | 0 | % | 100.00 | % | ||||||||||||||||||
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President
and Chief Executive Officer
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||||||||||||||||||||||||||||||||||||
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Andrew
N. Peterson
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10.00 | % | 0 | % | 10.00 | % | 40.00 | % | 25.00 | % | 65.00 | % | 80.00 | % | 50.00 | % | 130.00 | % | ||||||||||||||||||
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Vice
President and Chief Financial Officer
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||||||||||||||||||||||||||||||||||||
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Thomas
F. Cofsky
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10.00 | % | 0 | % | 10.00 | % | 40.00 | % | 0 | % | 40.00 | % | 80.00 | % | 0 | % | 80.00 | % | ||||||||||||||||||
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Vice
President of Manufacturing and Logistics
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||||||||||||||||||||||||||||||||||||
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Charles
P. Brissman
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8.25 | % | 0 | % | 8.25 | % | 33.00 | % | 13.20 | % | 46.20 | % | 66.00 | % | 26.40 | % | 92.40 | % | ||||||||||||||||||
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Vice
President, General Counsel and Secretary
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||||||||||||||||||||||||||||||||||||
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Jeffrey
M. Libert
|
7.50 | % | 0 | % | 7.50 | % | 30.00 | % | 12.00 | % | 42.00 | % | 60.00 | % | 24.00 | % | 84.00 | % | ||||||||||||||||||
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Vice
President of Finance and Treasurer
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||||||||||||||||||||||||||||||||||||
Note: The
percentages shown above are based on the salary grades of the Named Executive
Officers as of October 6, 2010 and may change if the salary grade of a Named
Executive Officer changes during the remainder of fiscal 2011.
The Chief
Executive Officer may exercise discretion in determining the incentive bonus to
be paid under the Plan to any employee, including the Named Executive Officers,
except himself, as shown below:
|
|
·
|
The
Chief Executive Officer may increase or decrease any participant’s percent
of cash corporate financial performance bonus earned by up to 25
percentage points, subject to limitations specified in the Plan. For
example, if according to the corporate financial performance measure, 75%
of the corporate financial performance bonus has been earned, the Chief
Executive Officer may adjust an individual participant’s percent of
corporate financial performance bonus earned to as little as 50% or as
much as 100%.
|
|
|
·
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The
Chief Executive Officer may adjust individual executive deferred bonus
awards downward or upward, based on the participant’s individual
performance and/or the performance of the participant’s department or
division.
|
|
|
·
|
The
Chief Executive Officer may award a bonus of up to 25% of target bonus for
exempt employees (and up to 100% of target bonus for non-exempt employees)
if the Registrant fails to achieve the minimum performance otherwise
required for payment of an award under the Plan for fiscal
2011.
|
The
foregoing summary is qualified in its entirety by reference to the full and
complete terms of the Plan, which was attached as Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K filed on October 13, 2006, and which is
incorporated herein by reference.
The Chief
Executive Officer and Vice President of Manufacturing and Logistics have each
requested that they not be eligible for an executive deferred bonus award under
the Plan in fiscal 2011. At its October 6, 2010 meeting, however, the
Compensation Committee stated its current intention to grant to the Chief
Executive Officer and Vice President of Manufacturing and Logistics, at a
meeting following the end of fiscal 2011, an award of restricted shares of Class
B Stock under the terms of our 2006 Long Term Incentive Plan (the “Equity
Incentive Plan”). If granted, the dollar value of the restricted shares award
would be calculated to equal the amount, if any, of the executive deferred bonus
award each would have received under the Plan as a result of our corporate
financial performance in fiscal 2011, had our Chief Executive Officer and Vice
President of Manufacturing and Logistics been participants in that portion of
the Plan. That dollar value would then be divided by the average closing sale
price of the Registrant’s Common Stock for the 30 trading days preceding the
date of grant (or another similar measure determined to be appropriate by the
Compensation Committee) to establish the actual number of restricted shares
granted. If any restricted shares are in fact granted, those shares would
“cliff” vest in full on July 31, 2014.
(2) Amendment of Fiscal 2010
Annual Incentive Plan. At its October 6, 2010 meeting, the
Compensation Committee also amended the aggregate cash payouts to eligible
exempt employees (including the Named Executive Officers) under the Plan for the
fiscal year ended July 31, 2010 (“fiscal 2010”), reducing the payouts by an
aggregate amount approximating the amount of a special bonus paid by the
Registrant to its hourly employees (who are not participants in the Plan) in
recognition of their sacrifices during the one-year salary and wage freeze
implemented by the Registrant on July 1, 2009. The Registrant’s adjusted
pre-tax, pre-bonus income of $17,104,000 in fiscal 2010 would have resulted in
cash incentive bonuses being paid to eligible exempt employees (including the
Named Executive Officers) at 137% of target bonus. To reduce these payouts by
the aggregate amount approximating the amount of the special bonus paid to
hourly employees, however, the Compensation Committee amended the Plan to
provide that the percent of target bonus earned by eligible exempt employees on
account of the Registrant’s financial performance in fiscal year 2010 is
131%.
(3) Equity Incentive Awards to
Daniel S. Jaffee. At its October 6, 2010 meeting, the
Compensation Committee also granted to Daniel S. Jaffee, the Registrant’s
President and Chief Executive Officer, an award of 4,933 restricted shares of
Class B Stock under the terms of the Equity Incentive Plan. The shares will
“cliff” vest in full on July 31, 2013, provided Mr. Jaffee is employed by the
Registrant on that date. The award fulfills the intention the Compensation
Committee stated at its October 15, 2009 meeting. Further, the Compensation
Committee granted to Mr. Jaffee 125,000 restricted shares of the Registrant’s
Class B Stock under the terms of the Equity Incentive Plan. The restrictions on
these shares will lapse, and the shares will vest, in 20% increments beginning
October 6, 2011 and on each of the four subsequent anniversaries of that date,
provided Mr. Jaffee is employed by the Registrant on those dates.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits
|
Exhibit
|
||
|
Number
|
Description of Exhibits
|
|
|
99.1
|
Press
Release of the Registrant dated October 12,
2010
|
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 hereunto
duly authorized.
| OIL-DRI CORPORATION OF AMERICA | |||
|
|
By:
|
/s/ Charles P. Brissman | |
| Charles P. Brissman | |||
| Vice President and General Counsel | |||
Date: October
12, 2010
Exhibit
Index
|
Exhibit
|
||
|
Number
|
Description of Exhibits
|
|
|
99.1
|
Press
Release of the Registrant dated October 12,
2010
|
 |
Exhibit 99.1
News
Release
|
||
|
Release: Immediate
|
Contact:
|
Ronda
J. Williams
312-706-3232
|
|
|
Oil-Dri
Announces Fourth Quarter and Fiscal Year 2010 Results
CHICAGO
– (October 12, 2010) – Oil-Dri Corporation of America (NYSE: ODC) today
announced net sales of $219,050,000 for the fiscal year ended July 31,
2010, a 7% decrease compared with net sales of $236,245,000 for the
previous fiscal year. Net income for the fiscal year was
$9,458,000, or $1.30 per diluted share, a 2% decrease compared with net
income of $9,586,000, or $1.33 per diluted share, for fiscal
2009.
Net
sales for the fourth quarter were $54,653,000, a 2% decrease compared with
net sales of $55,934,000 in the same quarter one year ago. Net
income for the quarter was $2,416,000, or $0.33 per diluted share, a 6%
decrease compared with net income of $2,552,000 or $0.35 per diluted
share, in the same quarter one year ago.
Fiscal
Year Review
President
and Chief Executive Officer Daniel S. Jaffee said, “Our business has done
well this fiscal year and we are pleased with the results considering the
significant distribution loss of our Cat’s Pride cat litter due to the
brand reduction program implemented by one of our largest
customers. Despite this loss, we were able to increase Cat’s
Pride sales with other retail partners through strategic marketing
incentives. This gave us new distribution points and
strengthened customer relationships.
“The
Business to Business Products Group had increased sales and a significant
increase in income during the fiscal year driven by a combination of new
customers and product sales mix. These increases helped to
offset the Cat’s Pride sales reductions. Fluids purification
and animal health products both made significant
contributions.
|
|||
“During
the year, the Board of Directors increased dividends for the seventh year in a
row and authorized an additional 250,000 shares for repurchase under our Common
Stock buy-back program.
“Of
particular importance this fiscal year has been our cash balance that now
exceeds our notes payable by over $6,000,000. We are very pleased
with the continued improvements in our key metrics as indicated
below.”
|
Key
Metrics
|
F’10
|
F’09
|
F’08
|
F’07
|
F’06
|
|||||||||||||||
|
Cash,
cash equivalents & investments
|
$ | 24,621,000 | $ | 19,837,000 | $ | 27,764,000 | $ | 30,027,000 | $ | 25,855,000 | ||||||||||
|
Net
cash provided by operations
|
$ | 26,216,000 | $ | 15,814,000 | $ | 11,341,000 | $ | 16,851,000 | $ | 10,635,000 | ||||||||||
|
Notes
payable minus cash and equivalents (debt net of cash)
|
$ | (6,321,000 | ) | $ | 1,663,000 | $ | (684,000 | ) | $ | 1,133,000 | $ | 9,385,000 | ||||||||
|
Return
on average stockholders’ equity
|
10.5 | % | 10.8 | % | 10.8 | % | 10.0 | % | 7.2 | % | ||||||||||
|
*Net
income per diluted share
|
$ | 1.30 | $ | 1.33 | $ | 1.25 | $ | 1.09 | $ | 0.73 | ||||||||||
|
Capital
expenditures
|
$ | 10,413,000 | $ | 15,253,000 | $ | 7,302,000 | $ | 7,757,000 | $ | 10,827,000 | ||||||||||
|
Dividends
paid
|
$ | 3,992,000 | $ | 3,684,000 | $ | 3,377,000 | $ | 3,038,000 | $ | 2,403,000 | ||||||||||
|
Dividends
paid per Common Stock share
|
$ | 0.60 | $ | 0.56 | $ | 0.52 | $ | 0.48 | $ | 0.38 |
*Net income per
diluted share for fiscal years 2009, 2008, 2007 and 2006 have been restated to
reflect a new accounting standard effective August 1, 2009. The new
standard requires us to include our unvested restricted stock awards as
participating securities in the calculation of net income per diluted
share.
Business
Review
Net sales
for the Company’s Business to
Business Products Group were $77,423,000 and group income was $19,797,000
for the fiscal year. Net sales for the quarter were $19,846,000 and
group income was $4,468,000. Group net sales and income were up for
the year and the quarter. Net sales and unit volume in the fourth
quarter were up substantially for fluids purification products. Net
sales in the quarter were also up for animal health and co-packaged products;
however, net sales and unit volume were down in the quarter for agricultural
chemical carriers, sports and flowability products.
Net sales
for the Company’s Retail and
Wholesale Products Group were $141,627,000 and group income was
$11,797,000 for the fiscal year. Net sales for the quarter were
$34,807,000 and group income was $2,696,000. Group net sales and
income were down for the year and the quarter. Net sales in the
fourth quarter were up slightly for industrial products and Oil-Dri
Canada. Net sales and unit volume in the quarter were down for cat
litter products at both grocery and non-grocery retail partners; however, net
sales and unit volume for Cat’s Pride scoopable cat litter were up in the
quarter at grocery and other mass merchandise retail
partners.
Financial
Review
Cash,
cash equivalents and short-term investments at July 31, 2010, totaled
$24,621,000. Net cash provided by operations was $26,216,000 for the
fiscal year compared to $15,814,000 for the same period one year
ago. Cash was up substantially primarily due to improvements in
working capital and reduced capital expenditures. Capital
expenditures for the fiscal year totaled $10,413,000, which was $3,042,000 more
than the year’s depreciation and amortization of $7,371,000.
On June
15, 2010, Oil-Dri’s Board of Directors declared quarterly cash dividends of
$0.16 per share of outstanding Common Stock and $0.12 per share of outstanding
Class B Stock, a 7% increase. The dividends were payable September 3,
2010 to stockholders of record at the close of business on August 20,
2010.
At the
fourth quarter closing price of $21.88 per share and assuming cash dividends
continue at the same rate, the annual yield on the Company’s Common Stock is
2.9%. The Company has paid cash dividends continuously since 1974 and
has increased dividends annually for the past seven years.
During
the fourth quarter, the Company repurchased 176,114 shares of Common Stock at an
average price of $22.49 per share. The Company repurchased 288,243
shares of Common Stock at an average price of $20.77 per share during the fiscal
year. The Company’s current repurchase authorization has 234,000
shares of Common Stock remaining.
The
Company utilized previously earned alternative minimum tax credits for the
fiscal year, which reduced the Company’s effective tax rate in the fourth
quarter to 14.4% and 26.2% for the fiscal year.
Looking
Forward
Jaffee
continued, “Fiscal 2011 offers many opportunities for our company. We
have regained some distribution of our Cat’s Pride cat litters with our largest
customer and are continuing to develop strong relationships with other retail
partners. We are also continuing to grow our business to business
products worldwide. Our commitment to diversification has sustained
our business through challenging economic times. It is the strength
of diversity that has brought us successfully through fiscal 2010.”
###
The
Company will offer a live webcast of the fourth quarter earnings teleconference
on October 13, 2010 from 10:00 a.m. to 10:30 a.m., Chicago Time. To
listen to the call via the web, please visit www.streetevents.com
or www.oildri.com. An
archived recording of the call and written transcripts of all teleconferences
are posted on the Oil-Dri website.
Cat’s
Pride is registered trademark of Oil-Dri Corporation of America.
Oil-Dri
Corporation of America is a leading supplier of specialty sorbent products for
agricultural, horticultural, fluids purification, specialty markets, industrial
and automotive, and is the world’s largest manufacturer of cat
litter.
Certain
statements in this press release may contain forward-looking statements that are
based on our current expectations, estimates, forecasts and projections about
our future performance, our business, our beliefs, and our management’s
assumptions. In addition, we, or others on our behalf, may make forward-looking
statements in other press releases or written statements, or in our
communications and discussions with investors and analysts in the normal course
of business through meetings, webcasts, phone calls, and conference
calls. Words such as “expect,” “outlook,” “forecast,” “would”,
“could,” “should,” “project,” “intend,” “plan,” “continue,” “believe,” “seek,”
“estimate,” “anticipate,” “believe”, “may,” “assume,” variations of such words
and similar expressions are intended to identify such forward-looking
statements, which are made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995.
Such
statements are subject to certain risks, uncertainties and assumptions that
could cause actual results to differ materially including, but not limited to,
the dependence of our future growth and financial performance on successful new
product introductions, intense competition in our markets, volatility of our
quarterly results, risks associated with acquisitions, our dependence on a
limited number of customers for a large portion of our net sales and other
risks, uncertainties and assumptions that are described in Item 1A (Risk
Factors) of our most recent Annual Report on Form 10-K and other reports we file
with the Securities and Exchange Commission. Should one or more of
these or other risks or uncertainties materialize, or should underlying
assumptions prove incorrect, our actual results may vary materially from those
anticipated, intended, expected, believed, estimated, projected or
planned. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this press
release. Except to the extent required by law, we do not have any
intention or obligation to update publicly any forward-looking statements after
the distribution of this press release, whether as a result of new information,
future events, changes in assumptions, or otherwise.
|
Consolidated
Statements of Income
|
|
(in
thousands, except for per share amounts)
|
|
(unaudited)
|
|
Fourth
Quarter Ended July 31,
|
||||||||||||||||
|
2010
|
%
of Sales
|
2009
|
%
of Sales
|
|||||||||||||
|
Net
Sales
|
$ | 54,653 | 100.0 | % | $ | 55,934 | 100.0 | % | ||||||||
|
Cost
of Sales
|
(43,128 | ) | 78.9 | % | (44,059 | ) | 78.8 | % | ||||||||
|
Gross
Profit
|
11,525 | 21.1 | % | 11,875 | 21.2 | % | ||||||||||
|
Operating
Expenses
|
(8,612 | ) | 15.8 | % | (8,090 | ) | 14.5 | % | ||||||||
|
Operating
Income
|
2,913 | 5.3 | % | 3,785 | 6.8 | % | ||||||||||
|
Interest
Expense
|
(293 | ) | 0.5 | % | (457 | ) | 0.8 | % | ||||||||
|
Other
Income
|
203 | 0.4 | % | 306 | 0.5 | % | ||||||||||
|
Income
Before Income Taxes
|
2,823 | 5.2 | % | 3,634 | 6.5 | % | ||||||||||
|
Income
Taxes
|
(407 | ) | 0.7 | % | (1,082 | ) | 1.9 | % | ||||||||
|
Net
Income
|
$ | 2,416 | 4.4 | % | $ | 2,552 | 4.6 | % | ||||||||
|
Net
Income Per Share*:
|
||||||||||||||||
|
Basic
Common
|
$ | 0.36 | $ | 0.39 | ||||||||||||
|
Basic
Class B Common
|
$ | 0.28 | $ | 0.29 | ||||||||||||
|
Diluted
|
$ | 0.33 | $ | 0.35 | ||||||||||||
|
Average
Shares Outstanding:
|
||||||||||||||||
|
Basic
Common
|
5,170 | 5,177 | ||||||||||||||
|
Basic
Class B Common
|
1,897 | 1,880 | ||||||||||||||
|
Diluted
|
7,216 | 7,219 | ||||||||||||||
|
Twelve
Months Ended July 31,
|
||||||||||||||||
|
2010
|
%
of Sales
|
2009
|
%
of Sales
|
|||||||||||||
|
Net
Sales
|
$ | 219,050 | 100.0 | % | $ | 236,245 | 100.0 | % | ||||||||
|
Cost
of Sales
|
(169,362 | ) | 77.3 | % | (186,861 | ) | 79.1 | % | ||||||||
|
Gross
Profit
|
49,688 | 22.7 | % | 49,384 | 20.9 | % | ||||||||||
|
Operating
Expenses
|
(36,139 | ) | 16.5 | % | (34,801 | ) | 14.7 | % | ||||||||
|
Operating
Income
|
13,549 | 6.2 | % | 14,583 | 6.2 | % | ||||||||||
|
Interest
Expense
|
(1,345 | ) | 0.6 | % | (1,910 | ) | 0.8 | % | ||||||||
|
Other
Income
|
610 | 0.3 | % | 636 | 0.3 | % | ||||||||||
|
Income
Before Income Taxes
|
12,814 | 5.8 | % | 13,309 | 5.6 | % | ||||||||||
|
Income
Taxes
|
(3,356 | ) | 1.5 | % | (3,723 | ) | 1.6 | % | ||||||||
|
Net
Income
|
$ | 9,458 | 4.3 | % | $ | 9,586 | 4.1 | % | ||||||||
|
Net
Income Per Share*:
|
||||||||||||||||
|
Basic
Common
|
$ | 1.42 | $ | 1.46 | ||||||||||||
|
Basic
Class B Common
|
$ | 1.07 | $ | 1.09 | ||||||||||||
|
Diluted
|
$ | 1.30 | $ | 1.33 | ||||||||||||
|
Average
Shares Outstanding:
|
||||||||||||||||
|
Basic
Common
|
5,203 | 5,146 | ||||||||||||||
|
Basic
Class B Common
|
1,891 | 1,874 | ||||||||||||||
|
Diluted
|
7,275 | 7,200 | ||||||||||||||
*
Net income per share for the fourth quarter and twelve months ending July 31,
2009 have been restated to reflect a new accounting standard effective August 1,
2009. The new standard requires us to include our unvested restricted
stock awards as participating securities in the calculation of net income per
share.
|
Consolidated
Balance Sheets
|
|
(in
thousands, except for per share amounts)
|
|
(unaudited)
|
|
As
of July 31,
|
||||||||
|
2010
|
2009
|
|||||||
|
Current
Assets
|
||||||||
|
Cash
and Cash Equivalents
|
$ | 18,762 | $ | 11,839 | ||||
|
Investment
in Short-term Securities
|
5,859 | 7,998 | ||||||
|
Accounts
Receivable, net
|
27,178 | 29,000 | ||||||
|
Inventories
|
16,023 | 17,795 | ||||||
|
Prepaid
Expenses
|
8,367 | 7,085 | ||||||
|
Total
Current Assets
|
76,189 | 73,717 | ||||||
|
Property,
Plant and Equipment
|
62,502 | 59,485 | ||||||
|
Other
Assets
|
15,291 | 16,059 | ||||||
|
Total
Assets
|
$ | 153,982 | $ | 149,261 | ||||
|
Current
Liabilities
|
||||||||
|
Current
Maturities of Notes Payable
|
$ | 3,500 | $ | 3,200 | ||||
|
Accounts
Payable
|
6,482 | 5,304 | ||||||
|
Dividends
Payable
|
1,043 | 994 | ||||||
|
Accrued
Expenses
|
16,766 | 14,270 | ||||||
|
Total
Current Liabilities
|
27,791 | 23,768 | ||||||
|
Long-Term
Liabilities
|
||||||||
|
Notes
Payable
|
14,800 | 18,300 | ||||||
|
Other
Noncurrent Liabilities
|
20,802 | 17,630 | ||||||
|
Total
Long-Term Liabilities
|
35,602 | 35,930 | ||||||
|
Stockholders'
Equity
|
90,589 | 89,563 | ||||||
|
Total
Liabilities and Stockholders' Equity
|
$ | 153,982 | $ | 149,261 | ||||
|
Book
Value Per Share Outstanding
|
$ | 12.77 | $ | 12.76 | ||||
|
Acquisitions
of
|
||||||||
|
Property,
Plant and
Equipment Fourth
Quarter
|
$ | 2,468 | $ | 2,571 | ||||
|
Year
to Date
|
$ | 10,413 | $ | 15,253 | ||||
| Depreciation and Amortization Charges Fourth Quarter | $ | 1,859 | $ | 1,979 | ||||
|
Year
to Date
|
$ | 7,371 | $ | 7,406 | ||||
|
Consolidated
Statements of Cash Flows
|
|
(in
thousands)
|
|
(unaudited)
|
|
For
the Twelve Months Ended
|
||||||||
|
July
31,
|
||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
2010
|
2009
|
||||||
|
Net
Income
|
$ | 9,458 | $ | 9,586 | ||||
|
Adjustments
to reconcile net income to net cash
|
||||||||
|
provided
by operating activities:
|
||||||||
|
Depreciation
and Amortization
|
7,371 | 7,406 | ||||||
|
Decrease
in Accounts Receivable
|
1,884 | 2,354 | ||||||
|
Decrease
(Increase) in Inventories
|
1,772 | (51 | ) | |||||
|
Increase
(Decrease) in Accounts Payable
|
1,702 | (1,773 | ) | |||||
|
Increase
(Decrease) in Accrued Expenses
|
2,496 | (1,841 | ) | |||||
|
Other
|
1,533 | 133 | ||||||
|
Total
Adjustments
|
16,758 | 6,228 | ||||||
|
Net
Cash Provided by Operating Activities
|
26,216 | 15,814 | ||||||
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||
|
Capital
Expenditures
|
(10,413 | ) | (15,253 | ) | ||||
|
Net
Dispositions of Investment Securities
|
2,148 | 13,037 | ||||||
|
Other
|
375 | 27 | ||||||
|
Net
Cash Used in Investing Activities
|
(7,890 | ) | (2,189 | ) | ||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
|
Principal
payments on Long-Term Debt
|
(3,200 | ) | (5,580 | ) | ||||
|
Dividends
Paid
|
(3,992 | ) | (3,684 | ) | ||||
|
Purchase
of Treasury Stock
|
(5,988 | ) | (656 | ) | ||||
|
Other
|
1,866 | 838 | ||||||
|
Net
Cash Used in Financing Activities
|
(11,314 | ) | (9,082 | ) | ||||
|
Effect
of exchange rate changes on cash and cash equivalents
|
(89 | ) | 448 | |||||
|
Net
Increase in Cash and Cash Equivalents
|
6,923 | 4,991 | ||||||
|
Cash
and Cash Equivalents, Beginning of Year
|
11,839 | 6,848 | ||||||
|
Cash
and Cash Equivalents, July 31
|
$ | 18,762 | $ | 11,839 | ||||