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
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Date
of Report (Date of earliest event reported)
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December
8, 2010
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Oil-Dri
Corporation of America
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(Exact
name of registrant as specified in its
charter)
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Delaware
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001-12622
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36-2048898
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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410
North Michigan Avenue
Suite
400
Chicago,
Illinois
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60611-4213
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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(312)
321-1515
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(Former
name or former address, if changed since last
report.)
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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))
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Item
2.02
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Results
of Operations and Financial
Condition.
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On
December 8, 2010, Oil-Dri Corporation of America (the “Registrant”) issued a
press release announcing its results of operations for its first quarter ended
October 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.
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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Exhibit
Number |
Description of Exhibits | |
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99.1
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Press
Release dated December 8, 2010 (Quarterly
Earnings)
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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 | |||
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By:
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/s/ Angela M. Hatseras | |
| Angela M. Hatseras | |||
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Acting
General Counsel
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|||
Date: December
8, 2010
Exhibit
Index
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Exhibit
Number |
Description of Exhibits |
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99.1
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Press
Release dated December 8, 2010 (Quarterly
Earnings)
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 |
Exhibit 99.1
News
Release
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||
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Release: Immediate
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Contact:
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Ronda
J. Williams
312-706-3232
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Oil-Dri
Announces First Quarter Results For Fiscal 2011
CHICAGO
– (December 8, 2010) – Oil-Dri Corporation of America (NYSE: ODC) today
announced net sales for the first quarter of $56,285,000, a 5% increase
compared with net sales of $53,404,000 for the previous fiscal
year. Net income for the first quarter was $2,519,000, or $0.35
per diluted share, a 17% increase compared with net income of $2,194,000,
or $0.30 per diluted share one year ago.
First
Quarter Review
President
and Chief Executive Officer Daniel S. Jaffee said, “Our business performed
well during the first quarter with net sales increases in both reporting
segments and volume increases within the Business to Business Products
Group. A combination of a favorable product mix and lower cost
of fuel for production helped to offset increases in freight, materials
and packaging costs.”
Business
Review
Net
sales for the Company’s Business to Business Products Group were
$19,045,000 and group income was $5,288,000 for the
quarter. Net sales and unit volume were up for bleaching clay
products and agricultural chemical carriers. Bleaching clay
products were up due to the characteristics of this year’s soybean crop,
which required more clay to remove impurities during oil
processing. Agricultural chemical carriers were up due to an
increase in customers’ demand, which reflected a return to more historical
inventory levels. Overall freight, materials and packaging
costs have increased from the prior year.
Net
sales for the Company’s Retail and Wholesale Products Group were
$37,240,000 and group income was $3,066,000 for the
quarter. Net sales and unit volume were up for branded
scoopable litters and floor absorbents. Improved unit sales to
a major customer and reduced trade spending slightly increased the Group’s
net sales in the quarter. Freight, materials and packaging
costs were up in the quarter versus one year
ago.
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Financial
Review
Cash,
cash equivalents and short-term investments at October 31, 2010, totaled
$19,953,000. Cash used in operations was $464,000 for the first
quarter primarily due to increases in accounts receivable and inventories
driven by net sales increases. Cash provided by operations in
the first quarter of fiscal 2010 was $7,639,000 primarily due to decreases
in accounts receivable and inventories commensurate with net sales
declines.
Capital
expenditures for the first quarter totaled $1,638,000, which was $416,000
less than the depreciation and amortization for the quarter of
$2,054,000.
On
October 14, 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. The dividends were payable
December 3, 2010 to stockholders of record at the close of business on
November 19, 2010.
At
the first quarter closing price of $21.99 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 first quarter, the Company repurchased 24,057 shares of Common Stock
at an average price of $ $21.23 per share. The Company’s
current repurchase authorization has 209,943 shares of Common Stock
remaining.
On
November 12, 2010, the Company sold at face value $18,500,000 of senior
unsecured notes. The notes have a final maturity of ten years and bear
interest at 3.96% per annum. The proceeds of the sale may be
used to fund future principal payments of the Company’s debt,
acquisitions, stock repurchases, capital expenditures and for working
capital
purposes.
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Looking
Forward
Jaffee
continued, “We continue to be optimistic about the fiscal
year. We are pleased with the positive start in the first
quarter and are hopeful that subsequent quarters will continue the trend
of improved net sales and unit volume.”
###
The
Company will offer a live webcast of the first quarter earnings
teleconference on December 9, 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.
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.
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OIL-DRI
CORPORATION OF AMERICA
Consolidated
Statements of Income
(in
thousands, except for per share amounts)
(unaudited)
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Three
Months Ended October 31,
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||||||||||||||||
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2010
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%
of Sales
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2009
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%
of Sales
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|||||||||||||
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Net
Sales
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$ | 56,285 | 100.0 | % | $ | 53,404 | 100.0 | % | ||||||||
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Cost
of Sales
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(43,077 | ) | 76.5 | % | (41,081 | ) | 76.9 | % | ||||||||
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Gross
Profit
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13,208 | 23.5 | % | 12,323 | 23.1 | % | ||||||||||
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Operating
Expenses
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(9,386 | ) | 16.7 | % | (8,971 | ) | 16.8 | % | ||||||||
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Operating
Income
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3,822 | 6.8 | % | 3,352 | 6.3 | % | ||||||||||
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Interest
Expense
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(411 | ) | 0.7 | % | (374 | ) | 0.7 | % | ||||||||
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Other
Income
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69 | 0.1 | % | 77 | 0.1 | % | ||||||||||
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Income
Before Income Taxes
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3,480 | 6.2 | % | 3,055 | 5.7 | % | ||||||||||
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Income
Taxes
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(961 | ) | 1.7 | % | (861 | ) | 1.6 | % | ||||||||
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Net
Income
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$ | 2,519 | 4.5 | % | $ | 2,194 | 4.1 | % | ||||||||
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Net
Income Per Share*:
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||||||||||||||||
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Basic
Common
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$ | 0.38 | $ | 0.33 | ||||||||||||
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Basic
Class B Common
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$ | 0.30 | $ | 0.25 | ||||||||||||
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Diluted
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$ | 0.35 | $ | 0.30 | ||||||||||||
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Average
Shares Outstanding:
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||||||||||||||||
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Basic
Common
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5,086 | 5,193 | ||||||||||||||
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Basic
Class B Common
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1,897 | 1,880 | ||||||||||||||
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Diluted
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7,123 | 7,248 | ||||||||||||||
OIL-DRI
CORPORATION OF AMERICA
Consolidated
Balance Sheets
(in
thousands, except for per share amounts)
(unaudited)
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As
of October 31,
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|||||||||
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2010
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2009
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||||||||
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Current
Assets
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|||||||||
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Cash
and Cash Equivalents
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$ | 16,099 | $ | 16,028 | |||||
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Investment
in Short-term Securities
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3,854 | 8,997 | ||||||
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Accounts
Receivable, net
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28,037 | 25,569 | |||||||
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Inventories
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17,296 | 16,398 | |||||||
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Prepaid
Expenses
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8,761 | 7,304 | |||||||
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Total
Current Assets
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74,047 | 74,296 | |||||||
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Property,
Plant and Equipment
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62,091 | 58,995 | |||||||
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Other
Assets
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15,205 | 15,835 | |||||||
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Total
Assets
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$ | 151,343 | $ | 149,126 | |||||
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Current
Liabilities
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|||||||||
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Current
Maturities of Notes Payable
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$ | 4,100 | $ | 4,500 | |||||
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Accounts
Payable
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6,424 | 4,500 | |||||||
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Dividends
Payable
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1,061 | 996 | |||||||
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Accrued
Expenses
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13,936 | 13,105 | |||||||
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Total
Current Liabilities
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25,521 | 23,101 | |||||||
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Long-Term
Liabilities
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Notes
Payable
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12,700 | 16,800 | |||||||
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Other
Noncurrent Liabilities
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20,971 | 18,261 | |||||||
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Total
Long-Term Liabilities
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33,671 | 35,061 | |||||||
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Stockholders'
Equity
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92,151 | 90,964 | |||||||
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Total
Liabilities and Stockholders' Equity
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$ | 151,343 | $ | 149,126 | |||||
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Book
Value Per Share Outstanding
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$ | 13.20 | $ | 12.86 | |||||
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Acquisitions
of
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|||||||||
| Property, Plant and Equipment | First Quarter | $ | 1,638 | $ | 1,327 | ||||
| Depreciation and Amortization Charges | First Quarter | $ | 2,054 | $ | 1,889 | ||||
OIL-DRI
CORPORATION OF AMERICA
Consolidated
Statements of Cash Flows
(in
thousands)
(unaudited)
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For
the Twelve Months Ended
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||||||||
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October
31,
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||||||||
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CASH
FLOWS FROM OPERATING ACTIVITIES
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2010
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2009
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Net
Income
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$ | 2,519 | $ | 2,194 | ||||
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Adjustments
to reconcile net income to net cash
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provided
by operating activities:
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Depreciation
and Amortization
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2,054 | 1,889 | ||||||
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(Increase)
Decrease in Accounts Receivable
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(897 | ) | 3,486 | |||||
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(Increase)
Decrease in Inventories
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(1,273 | ) | 1,397 | |||||
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Increase
(Decrease) in Accounts Payable
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55 | (829 | ) | |||||
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(Decrease)
in Accrued Expenses
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(2,830 | ) | (1,165 | ) | ||||
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Other
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(92 | ) | 667 | |||||
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Total
Adjustments
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(2,983 | ) | 5,445 | |||||
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Net
Cash (Used in) Provided by Operating Activities
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(464 | ) | 7,639 | |||||
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CASH
FLOWS FROM INVESTING ACTIVITIES
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||||||||
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Capital
Expenditures
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(1,638 | ) | (1,327 | ) | ||||
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Net
Dispositions (Purchases) of Investment Securities
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2,001 | (996 | ) | |||||
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Other
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110 | - | ||||||
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Net
Cash Provided by (Used in) Investing Activities
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473 | (2,323 | ) | |||||
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CASH
FLOWS FROM FINANCING ACTIVITIES
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||||||||
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Principal
Payments on Long-Term Debt
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(1,500 | ) | (200 | ) | ||||
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Dividends
Paid
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(1,043 | ) | (995 | ) | ||||
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Purchase
of Treasury Stock
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(511 | ) | - | |||||
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Other
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420 | 55 | ||||||
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Net
Cash Used in Financing Activities
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(2,634 | ) | (1,140 | ) | ||||
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Effect
of exchange rate changes on cash and cash equivalents
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(38 | ) | 13 | |||||
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Net
(Decrease) Increase in Cash and Cash Equivalents
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(2,663 | ) | 4,189 | |||||
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Cash
and Cash Equivalents, Beginning of Year
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18,762 | 11,839 | ||||||
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Cash
and Cash Equivalents, October 31
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$ | 16,099 | $ | 16,028 | ||||