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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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):
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| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 2.02 | Results of Operations and Financial Condition. | |||||||
On October 10, 2024, Oil-Dri Corporation of America (the “Company”) issued a press release announcing its results of operations for its fourth quarter and fiscal year ended July 31, 2024. A copy of the press release is attached as Exhibit 99.1, and the information contained therein is incorporated herein by reference.
The information in this Item 2.02, including Exhibit 99.1 hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.
| Item 8.01 | Other Events. | |||||||
At its regular meeting on October 9, 2024, the Board of Directors of the Company (the “Board”) declared quarterly cash dividends (the “Cash Dividends”) of $0.31 per share of Common Stock, par value $0.10 per share (the “Common Stock”), and $0.233 per share of the Company’s Class B Stock, par value $0.10 per share (the “Class B Stock”), and approved a two-for-one stock split (the “Stock Split”) in the form of a stock dividend. The Cash Dividends will be payable on November 22, 2024 to stockholders of record at the close of business on November 8, 2024.
The Stock Split is subject to stockholder approval of an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of Common Stock to accommodate the Stock Split (the “Charter Amendment”). The Company intends to include the Charter Amendment as an item of business at the Company's upcoming annual meeting of stockholders, expected to be held on December 11, 2024 (the “2024 Annual Meeting”). If the Charter Amendment is approved and the Stock Split is implemented, each stockholder of record at the close of business on Friday, December 20, 2024 (the “Stock Split Record Date”) will receive, after market close on Friday, January 3, 2025, a distribution of one additional share of Common Stock for each share of Common Stock held by such stockholder on the Stock Split Record Date and one additional share of Class B Stock for each share of Class B Stock held by such stockholder on the Stock Split Record Date.
As a result of the Stock Split, proportionate adjustments will be made to the number of shares issuable under the Company's equity incentive plan and the number of shares underlying outstanding equity awards. The Company's Common Stock would be expected to begin trading on a post-split basis at the market open on Monday, January 6, 2025 under the Company's existing trading symbol, “ODC.”
A copy of the press release is attached as Exhibit 99.2, and the information contained therein is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. | |||||||
(d)Exhibits
| Exhibit | ||||||||
| Number | Description of Exhibits | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the iXBRL document) | |||||||
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/ Laura G. Scheland | ||||||||||
| Laura G. Scheland | |||||||||||
| Chief Legal Officer; Vice President & General Manager of Consumer Products Division; & Secretary | |||||||||||
Date: October 10, 2024
410 N. Michigan Ave. Chicago, Illinois 60611, U.S.A
News Announcement
For Immediate Release
Exhibit 99.1
Oil-Dri Announces Record Sales and Gross Profit for the Fourth Quarter
and Achieves Highest Annual Net Income in Company History
CHICAGO-(October 10, 2024) - Oil-Dri Corporation of America (NYSE: ODC), producer and marketer of sorbent mineral products, today announced results for its fourth quarter and fiscal year 2024.
| Fourth Quarter | Year to Date | |||||||||||||||||||
| (in thousands, except per share amounts) | Ended July 31, | Ended July 31, | ||||||||||||||||||
| 2024 | 2023 | Change | 2024 | 2023 | Change | |||||||||||||||
| Consolidated Results | ||||||||||||||||||||
| Net Sales | $ | 113,702 | $ | 107,388 | 6% | $ | 437,587 | $ | 413,021 | 6% | ||||||||||
Operating Income (Including Unallocated Corporate Expenses) | $ | 12,892 | $ | 12,709 | 1% | $ | 51,645 | $ | 41,040 | 26% | ||||||||||
| Net Income Attributable to Oil-Dri | $ | 8,525 | $ | 11,919 | (28)% | $ | 39,426 | $ | 29,551 | 33% | ||||||||||
Net Income Attributable to Oil-Dri, Excluding Nonrecurring Events † | $ | 8,525 | $ | 11,762 | (28)% | $ | 39,888 | $ | 36,155 | 10% | ||||||||||
| Diluted EPS - Common | $ | 1.17 | $ | 1.67 | (30)% | $ | 5.43 | $ | 4.13 | 31% | ||||||||||
Diluted EPS - Common, Excluding Nonrecurring Events † | $ | 1.17 | $ | 1.65 | (29)% | $ | 5.49 | $ | 5.06 | 8% | ||||||||||
| Business to Business | ||||||||||||||||||||
| Net Sales | $ | 38,880 | $ | 38,142 | 2% | $ | 150,471 | $ | 142,395 | 6% | ||||||||||
| Segment Operating Income | $ | 12,876 | $ | 12,319 | 5% | $ | 45,589 | $ | 37,678 | 21% | ||||||||||
| Retail and Wholesale | ||||||||||||||||||||
| Net Sales | $ | 74,822 | $ | 69,246 | 8% | $ | 287,116 | $ | 270,626 | 6% | ||||||||||
| Segment Operating Income | $ | 9,724 | $ | 8,208 | 18% | $ | 43,804 | $ | 33,791 | 30% | ||||||||||
Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements.
† Please refer to Reconciliation of Non-GAAP Financial Measures below for a reconciliation of Non-GAAP items to the comparable GAAP measures.
Daniel S. Jaffee, President and Chief Executive Officer, stated, “I am very pleased with our fourth quarter and fiscal year 2024 results which include our newly acquired silica gel-based crystal cat litter business, Ultra Pet Company, Inc. We set new records in consolidated net sales and gross profit for both periods, and we achieved the highest annual net income in our company’s history. Our strategic growth initiatives proved successful as demonstrated by the topline expansion of our cat litter and fluids purification businesses. The integration of the Ultra Pet business is proceeding as planned, and we are making great strides towards gaining new distribution of our crystal litter products. Customers are very excited about the combination of Cat’s Pride and Ultra Pet products on their shelves. I also am happy to report that the acquisition was accretive to earnings during the fourth quarter of fiscal year 2024. I am very proud of our teammates who have worked diligently to make this year such a success. As we begin fiscal year 2025, we will continue to build upon this strong performance and plan to enhance market penetration across all of our different businesses.”
Full Year Results
Consolidated net sales for fiscal year 2024 reached an all-time high of $437.6 million, reflecting a 6% increase over the prior year. Record revenues were achieved in both the Retail & Whole (“R&W”) and Business to Business (“B2B”) Product Groups. This topline growth was due to higher prices across both operating segments, increased volume of fluid purification products, as well as incremental business from the acquisition of Ultra Pet Company, Inc. (“Ultra Pet”) which was completed on May 1, 2024. Revenues from domestic cat litter, excluding co-packaged items, and fluids purification products increased by 8% and 19%, respectively, compared to the prior year. Oil-Dri’s industrial and sports business also contributed to overall gains, with sales growth of 2% over the previous year. While annual revenues from animal health products remained flat, the Company’s commitment to this growth opportunity continues to be very strong. Due to decreased demand, sales from the agricultural and co-packaging coarse cat litter businesses declined by 17% and 4%, respectively, in fiscal year 2024 compared to the prior year.
Annual consolidated gross profit was a record $125.1 million, an increase of 21% over the prior year, with margin expansion to 29% in fiscal year 2024 from 25% in fiscal year 2023. Domestic cost of goods sold per ton increased by 6% compared to last year driven by higher labor, depreciation, and freight costs, partially offset by lower natural gas and packaging costs. Higher prices and improved product mix offset these cost increases.
Selling, general and administrative (“SG&A”) expenses were $73.4 million for fiscal 2024 compared to $62.2 million last year. This 18% increase consists of both ongoing and one-time expenses. Significant expenditures reflect elevated compensation costs, including a higher bonus accrual, and increased advertising costs to promote Cat’s Pride lightweight litter. Expenses related to the Ultra Pet acquisition, including transaction and integration costs, as well as amortization of intangible assets, were also incurred.
Fiscal year 2024’s consolidated operating income reached a record high of $51.6 million, reflecting a $10.6 million, or 26% increase, over the prior year.
Total other expense, net was $2.0 million for fiscal year 2024 compared to total other expense, net of $6.4 million in the prior year. This $4.4 million decrease was driven by non-recurring expenses in fiscal 2023 related to the termination of Oil-Dri’s pension plan and the capacity modification project at its sole landfill in Georgia.
Income tax expense was approximately $10.2 million in fiscal year 2024 compared to $5.2 million last year. This increase was driven by a higher annual effective tax rate and elevated taxable income.
Annual net income attributable to Oil-Dri hit a historic high of $39.4 million in fiscal 2024, or a 33% increase over the prior year, reflecting the Company’s strong performance in improving its bottom line.
Cash and cash equivalents as of July 31, 2024, totaled $23.5 million compared to $31.8 million in fiscal 2023. This decrease can be attributed to the allocation of cash to partially fund the Ultra Pet acquisition. Other significant uses of cash during the year included capital investments to replace aging infrastructure and expand manufacturing facilities to support increased demand of the Company’s products.
Fourth Quarter Results
Consolidated Results
Consolidated net sales for the fourth quarter of fiscal 2024 reached a historic high of $113.7 million, or a 6% increase over the prior year. This marks the 13th consecutive quarter of year-over-year sales growth. This was achieved through the acquisition of Ultra Pet’s crystal cat litter business, higher pricing within both operating segments, and increased demand of fluid purification and animal health products. Elevated revenues from domestic cat litter, fluids purification, animal health, and industrial & sports products were partially offset by decreased sales from the Company’s agricultural and co-packaging coarse cat litter businesses. The acquisition of Ultra Pet contributed net sales of $4.8 million, or 5% of the total consolidated net sales increase over the prior year, and the remaining 1% can be attributed to organic growth from Oil-Dri’s other products.
Consolidated gross profit of $33.0 million, an all-time quarterly high, was achieved during the fourth quarter of fiscal 2024, representing a 9% increase over the prior year. Gross margins expanded to 29% in fiscal year 2024 from 28% in fiscal year 2023. The company's efforts to improve profitability have been successful as demonstrated by year-over-year gross margin expansion for the past eight consecutive quarters. During the three months ended July 31, 2024, domestic cost of goods per ton increased by 10% compared to the prior year. This was driven by higher per ton freight costs, a significant non-cash inventory step-up purchase accounting adjustment related to the Ultra Pet acquisition, and higher per ton packaging costs. These elevated costs were partially offset by lower per ton non-fuel manufacturing costs as well as decreased per ton natural gas costs.
Selling, general and administrative expenses were $20.1 million during the fourth quarter of fiscal 2024 compared to $17.7 million for the same period last year. This $2.4 million, or 14%, increase reflects higher compensation expenses, sales commissions, as well as acquisition related amortization of intangible assets and integration costs. Advertising expenses during the fourth quarter of fiscal year 2024 decreased compared to the same period last year when the majority of advertising spending occurred. Oil-Dri expects advertising costs for the upcoming fiscal year 2025 to be lower than fiscal year 2024. Additional expenses related to the integration of Ultra Pet are expected to be incurred in the first quarter of fiscal year 2025.
In the fourth quarter of fiscal year 2024, consolidated operating income increased to $12.9 million, or by 1%, compared to the fourth quarter of fiscal year 2023. Higher sales slightly offset elevated cost of goods sold and SG&A costs.
Total other expense, net was $891,000 for the three months ended July 31, 2024, compared to total other income, net of $512,000 in the same period last year. Interest expense on the debt assumed for the Ultra Pet acquisition, along with foreign exchange losses and miscellaneous other expenses drove this increase and resulted in lower consolidated net income before taxes.
Income tax expense rose to $3.5 million in the fourth quarter of fiscal year 2024 compared to $1.3 million in the same period last year. Higher taxes resulted from an increase in the estimated annual effective tax rate in the fourth quarter.
Consolidated net income attributable to Oil-Dri decreased to $8.5 million in the fourth quarter of fiscal 2024 from $11.9 million in the prior year.
Product Group Review
The Business to Business Products Group’s fourth quarter of fiscal 2024 revenues were $38.9 million, or 2% greater than the prior year. This was driven by higher prices and improved product mix, partially offset by lower volumes. Increased revenues from elevated demand for fluids purification and animal health products offset sales declines from the Company’s agricultural business. During the fourth quarter of fiscal 2024, revenues from fluid purification products remained very strong and reached a record $25.0 million, or an 11% increase over the prior year. This was primarily due to higher demand of Oil-Dri’s Metal X and Metal Z products sold to customers in North America. This growth in demand continues to be fueled by the recent establishment of renewable diesel plants within the United States. Sales of fluid purification products in Europe and Asia also increased during the three-month period ended July 31, 2024, compared to last year. Amlan International, the Company’s animal health business, boosted its sales to a record $8.0 million during the fourth quarter of fiscal year 2024, representing a 39% improvement over the same period in fiscal year 2023. This increase was concentrated in Latin America where triple digit sales gains were achieved as a result of higher demand and timing of orders. Elevated volumes within Mexico also contributed to Amlan’s topline growth. In the fourth quarter of fiscal 2024, agricultural product revenues were $5.9 million, or a 40% decrease from the prior year. The continued downturn in the agricultural market led to an inventory surplus at a few key customers, thus reducing demand for the Company’s products.
During the fourth quarter of fiscal 2024, SG&A costs within the B2B Products Group increased by $577,000 or 19%, compared to the same period last year. This was mainly driven by higher technical service support costs and sales commissions.
Operating income for the B2B Products Group was $12.9 million in the fourth quarter of fiscal year 2024 compared to $12.3 million in the same period of fiscal year 2023, reflecting a 5% increase. This growth can be attributed to higher sales, partially offset by increased per ton cost of goods sold and SG&A expenses.
The Retail and Wholesale (“R&W”) Products Group’s fourth quarter revenues reached an all-time high of $74.8 million, an 8% increase over the prior year. The acquisition of Ultra Pet Company, Inc. (“Ultra Pet”) contributed 7% of the total R&W sales growth, and the remaining 1% can be attributed to organic topline growth from higher prices of clay-based cat litter and industrial & sports products. With the Ultra Pet acquisition, the Company is now able to offer a broader product portfolio, including crystal litter, to both new and existing customers. During the fourth quarter of fiscal 2024, new distribution of Ultra Pet’s crystal litter products was achieved, and the Company will continue to pursue greater market penetration of both Ultra Pet and newly launched Cat’s Pride branded crystal litter items. Total domestic clay-based cat litter sales, excluding the Company’s co-packaged coarse cat litter business, rose to $51.6 million, or 2% over the prior year. Increased sales of coarse and branded lightweight litter were partially offset by revenue declines from private label lightweight litter products. In addition, Oil-Dri expanded distribution of its EPA approved Cat’s Pride Antibacterial Clumping Litter into the growing e-commerce channel, allowing it to reach a wider customer base. During the fourth quarter of fiscal 2024, revenues from co-packaged litter items decreased compared to the same
period in fiscal year 2023. The Company’s key co-packaging customer was negatively impacted by a cyberattack in August 2023 and is in the process of rebuilding velocities and market share. Domestic industrial and sports product revenues were $10.6 million in the fourth quarter of fiscal 2024, or 5% higher than the same period in the prior year. This increase was driven by pricing actions implemented earlier in the fiscal year. The Company’s Canadian subsidiary also contributed to the R&W Product Group’s sales growth as a result of higher revenues from both cat litter and industrial floor absorbents products.
During the fourth quarter of fiscal 2024, SG&A expenses within the R&W Products Group decreased by $119,000, or 2% from the prior year. This was primarily driven by lower advertising costs, partially offset by higher compensation costs and the amortization of intangible assets related to the Ultra Pet acquisition.
Operating income for the R&W Products Group reached $9.7 million in the fourth quarter of fiscal year 2024 compared to $8.2 million in the prior year, reflecting an 18% increase. This growth can be attributed to higher prices, the incremental business from the Ultra Pet acquisition, and lower SG&A costs, partially offset by higher per ton cost of goods sold.
The Company will host its fourth quarter and fiscal year 2024 earnings discussion via a live webcast on Friday, October 11, 2024, at 9:00 a.m. Central Time. Participation details are available on the Company’s website’s Events page.
###
“Oil-Dri”, “Cat’s Pride”, “Metal X”, “Metal Z”, and “Amlan” are registered trademarks of Oil-Dri Corporation of America.
About Oil-Dri Corporation of America
Oil-Dri Corporation of America is a leading manufacturer and supplier of specialty sorbent products for the pet care, animal health and nutrition, fluids purification, agricultural ingredients, sports field, industrial and automotive markets. Oil-Dri is vertically integrated which enables the Company to efficiently oversee every step of the process from research and development to supply chain to marketing and sales. With over 80 years of experience, the Company continues to fulfill its mission to Create Value from Sorbent Minerals.
Forward-Looking Statements
Certain statements in this press release may contain forward-looking statements, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, 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. Forward-looking statements can be identified by words such as “expect,” “outlook,” “forecast,” “would,” “could,” “should,” “project,” “intend,” “plan,” “continue,” “believe,” “seek,” “estimate,” “anticipate,” “may,” “assume,” “potential,” “strive,” and similar references to future periods.
Such statements are subject to certain risks, uncertainties and assumptions that could cause actual results to differ materially, including, but not limited to, those described in Item 1A, “Risk Factors” of our most recent Annual Report on Form 10-K and from time to time in our other filings with the Securities and Exchange Commission. Should one or more of these or other risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, intended, expected, believed, estimated, projected, planned or otherwise expressed in any forward-looking statements. Investors 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.
Contact:
Leslie A. Garber
Director of Investor Relations
Oil-Dri Corporation of America
InvestorRelations@oildri.com
(312) 321-1515
| CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||||||||||
| (in thousands, except per share amounts) | |||||||||||||||||||||||
| Fourth Quarter Ended July 31, | |||||||||||||||||||||||
| 2024 | % of Sales | 2023 | % of Sales | ||||||||||||||||||||
| Net Sales | $ | 113,702 | 100.0 | % | $ | 107,388 | 100.0 | % | |||||||||||||||
| Cost of Goods Sold | (80,678) | (71.0) | % | (76,954) | (71.7) | % | |||||||||||||||||
| Gross Profit | 33,024 | 29.0 | % | 30,434 | 28.3 | % | |||||||||||||||||
| Selling, General and Administrative Expenses | (20,132) | (17.7) | % | (17,725) | (16.5) | % | |||||||||||||||||
| Operating Income | 12,892 | 11.3 | % | 12,709 | 11.8 | % | |||||||||||||||||
| Gain on Pension Termination | — | — | % | 206 | 0.2 | % | |||||||||||||||||
| Other (Expense) Income, Net | (891) | (0.8) | % | 306 | 0.3 | % | |||||||||||||||||
| Total Other (Expense) Income, Net | (891) | (0.8) | % | 512 | 0.5 | % | |||||||||||||||||
| Income Before Income Taxes | 12,001 | 10.6 | % | 13,221 | 12.3 | % | |||||||||||||||||
| Income Taxes Expense | (3,476) | (3.1) | % | (1,302) | (1.2) | % | |||||||||||||||||
| Net Income | 8,525 | 7.5 | % | 11,919 | 11.1 | % | |||||||||||||||||
| Net Loss Attributable to Noncontrolling Interest | — | — | % | — | — | % | |||||||||||||||||
| Net Income attributable to Oil-Dri | $ | 8,525 | 7.5 | % | $ | 11,919 | 11.1 | % | |||||||||||||||
| Net Income Per Share: Basic Common | $ | 1.26 | $ | 1.80 | |||||||||||||||||||
| Basic Class B | $ | 0.95 | $ | 1.35 | |||||||||||||||||||
| Diluted Common | $ | 1.17 | $ | 1.67 | |||||||||||||||||||
| Diluted Class B | $ | 0.95 | $ | 1.35 | |||||||||||||||||||
| Avg Shares Outstanding: Basic Common | 4,918 | 4,831 | |||||||||||||||||||||
| Basic Class B | 1,980 | 1,964 | |||||||||||||||||||||
| Diluted Common | 6,898 | 6,795 | |||||||||||||||||||||
| Diluted Class B | 1,980 | 1,964 | |||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||||||||||
| (in thousands, except per share amounts) | |||||||||||||||||||||||
| Twelve Months Ended July 31, | |||||||||||||||||||||||
| 2024 | % of Sales | 2023 | % of Sales | ||||||||||||||||||||
| Net Sales | $ | 437,587 | 100.0 | % | $ | 413,021 | 100.0 | % | |||||||||||||||
| Cost of Goods Sold | (312,493) | (71.4) | % | (309,794) | (75.0) | % | |||||||||||||||||
| Gross Profit | 125,094 | 28.6 | % | 103,227 | 25.0 | % | |||||||||||||||||
| Selling, General and Administrative Expenses | (73,449) | (16.8) | % | (62,187) | (15.1) | % | |||||||||||||||||
| Operating Income | 51,645 | 11.8 | % | 41,040 | 9.9 | % | |||||||||||||||||
| Loss on Pension Termination | — | — | % | (4,652) | (1.1) | % | |||||||||||||||||
| Other (Expense) Income, Net | (1,994) | (0.5) | % | (1,710) | (0.4) | % | |||||||||||||||||
| Total Other Expense, Net | (1,994) | (0.5) | % | (6,362) | (1.5) | % | |||||||||||||||||
| Income Before Income Taxes | 49,651 | 11.3 | % | 34,678 | 8.4 | % | |||||||||||||||||
| Income Taxes Expense | (10,225) | (2.3) | % | (5,195) | (1.3) | % | |||||||||||||||||
| Net Income | 39,426 | 9.0 | % | 29,483 | 7.1 | % | |||||||||||||||||
| Net Loss Attributable to Noncontrolling Interest | — | — | % | (68) | — | % | |||||||||||||||||
| Net Income Attributable to Oil-Dri | $ | 39,426 | 9.0 | % | $ | 29,551 | 7.2 | % | |||||||||||||||
| Net Income Per Share: Basic Common | $ | 5.85 | $ | 4.45 | |||||||||||||||||||
| Basic Class B | $ | 4.40 | $ | 3.35 | |||||||||||||||||||
| Diluted Common | $ | 5.43 | $ | 4.13 | |||||||||||||||||||
| Diluted Class B | $ | 4.40 | $ | 3.35 | |||||||||||||||||||
| Avg Shares Outstanding: Basic Common | 4,885 | 4,825 | |||||||||||||||||||||
| Basic Class B | 1,976 | 1,959 | |||||||||||||||||||||
| Diluted Common | 6,861 | 6,784 | |||||||||||||||||||||
| Diluted Class B | 1,976 | 1,959 | |||||||||||||||||||||
| CONSOLIDATED BALANCE SHEETS | ||||||||||||||
| (in thousands, except per share amounts) | ||||||||||||||
| As of July 31, | ||||||||||||||
| 2024 | 2023 | |||||||||||||
| Current Assets | ||||||||||||||
Cash and Cash Equivalents | $ | 23,481 | $ | 31,754 | ||||||||||
Accounts Receivable, Net | 62,171 | 59,287 | ||||||||||||
| Inventories, Net | 54,236 | 42,612 | ||||||||||||
| Prepaid Expenses and Other Assets | 7,270 | 2,854 | ||||||||||||
Total Current Assets | 147,158 | 136,507 | ||||||||||||
| Property, Plant and Equipment, Net | 137,796 | 120,872 | ||||||||||||
| Other Assets | 69,651 | 28,856 | ||||||||||||
| Total Assets | $ | 354,605 | $ | 286,235 | ||||||||||
| Current Liabilities | ||||||||||||||
Current Maturities of Notes Payable | $ | 1,000 | $ | 1,000 | ||||||||||
Accounts Payable | 15,009 | 17,101 | ||||||||||||
Dividends Payable | 2,096 | 1,927 | ||||||||||||
Other Current Liabilities | 48,572 | 38,740 | ||||||||||||
Total Current Liabilities | 66,677 | 58,768 | ||||||||||||
| Noncurrent Liabilities | ||||||||||||||
Notes Payable | 49,774 | 30,827 | ||||||||||||
| Other Noncurrent Liabilities | 27,566 | 19,564 | ||||||||||||
Total Noncurrent Liabilities | 77,340 | 50,391 | ||||||||||||
| Stockholders' Equity | 210,588 | 177,076 | ||||||||||||
| Total Liabilities and Stockholders' Equity | $ | 354,605 | $ | 286,235 | ||||||||||
| Book Value Per Share Outstanding | $ | 30.69 | $ | 26.10 | ||||||||||
| Acquisitions of: | ||||||||||||||
| Property, Plant and Equipment | ||||||||||||||
| Fourth Quarter | $ | 8,283 | $ | 6,924 | ||||||||||
| Year To Date | $ | 32,000 | $ | 24,368 | ||||||||||
| Depreciation and Amortization Charges | ||||||||||||||
| Fourth Quarter | $ | 5,662 | $ | 4,180 | ||||||||||
| Year To Date | $ | 19,281 | $ | 15,528 | ||||||||||
Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements.
| CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||
| (in thousands) | |||||||||||
| For the Twelve Months Ended | |||||||||||
| July 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
| Net Income | $ | 39,426 | $ | 29,483 | |||||||
| Adjustments to reconcile net income to net cash | |||||||||||
| provided by operating activities: | |||||||||||
| Depreciation and Amortization | 19,281 | 15,528 | |||||||||
| Loss on Pension Termination | — | 4,652 | |||||||||
| Decrease (Increase) in Accounts Receivable | 1,453 | (7,899) | |||||||||
| Increase in Inventories | (4,682) | (2,204) | |||||||||
| (Increase) Decrease in Prepaid Expenses | (2,431) | 1,082 | |||||||||
| (Decrease) Increase in Accounts Payable | (2,794) | 3,241 | |||||||||
| Increase in Accrued Expenses | 2,449 | 6,455 | |||||||||
| Other | 7,611 | (574) | |||||||||
| Total Adjustments | 20,887 | 20,281 | |||||||||
| Net Cash Provided by Operating Activities | 60,313 | 49,764 | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
| Capital Expenditures | (32,000) | (24,368) | |||||||||
| Acquisition of Business | (45,298) | — | |||||||||
| Other | 182 | (199) | |||||||||
| Net Cash Used in Investing Activities | (77,116) | (24,567) | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
| Proceeds from long-term debt | 20,000 | — | |||||||||
| Payment of Debt Issuance costs | (90) | (7) | |||||||||
| Principal Payments on Notes Payable | (1,000) | (1,000) | |||||||||
| Dividends Paid | (7,806) | (7,433) | |||||||||
| Purchases of Treasury Stock | (2,778) | (1,078) | |||||||||
| Net Cash Provided by (Used In) Financing Activities | 8,326 | (9,518) | |||||||||
| Effect of exchange rate changes on Cash and Cash Equivalents | 204 | (223) | |||||||||
| Net (Decrease) Increase in Cash and Cash Equivalents | (8,273) | 15,456 | |||||||||
| Cash and Cash Equivalents, Beginning of Period | 31,754 | 16,298 | |||||||||
| Cash and Cash Equivalents, End of Period | $ | 23,481 | $ | 31,754 | |||||||
Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements.
| RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | |||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||
| Fourth Quarter | Year to Date | ||||||||||||||||||||||
| Ended July 31, | Ended July 31, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| CONSOLIDATED RESULTS | |||||||||||||||||||||||
| GAAP: Net Income Attributable to Oil-Dri | $ | 8,525 | $ | 11,919 | $ | 39,426 | $ | 29,551 | |||||||||||||||
| Plus: Nonrecurring Events, Net of Tax | |||||||||||||||||||||||
| Landfill Modification Loss, Net of Tax | $ | — | $ | — | $ | 462 | $ | 1,977 | |||||||||||||||
| Pension Termination, Net of Tax | $ | — | $ | (157) | $ | — | $ | 4,627 | |||||||||||||||
| Total Nonrecurring Events, Net of Tax | $ | — | $ | (157) | $ | 462 | $ | 6,604 | |||||||||||||||
| Non-GAAP: Net Income Attributable to Oil-Dri excluding Nonrecurring Events | $ | 8,525 | $ | 11,762 | $ | 39,888 | $ | 36,155 | |||||||||||||||
| GAAP: Diluted EPS - Common | $ | 1.17 | $ | 1.67 | $ | 5.43 | $ | 4.13 | |||||||||||||||
| Plus: Nonrecurring Events, Net of Tax | $ | — | $ | (0.02) | $ | 0.06 | $ | 0.93 | |||||||||||||||
| Non-GAAP: Diluted EPS - Common, excluding Nonrecurring Events | $ | 1.17 | $ | 1.65 | $ | 5.49 | $ | 5.06 | |||||||||||||||
410 N. Michigan Ave. Chicago, Illinois 60611, U.S.A
News Announcement
For Immediate Release
Exhibit 99.2
Oil-Dri’s Board of Directors Declares Quarterly Dividends
and Approves Two-for-One Stock Split
CHICAGO—(October 9, 2024)— The Board of Directors of Oil-Dri Corporation of America (NYSE: ODC) today declared quarterly cash dividends of $0.31 per share of the Company’s Common Stock and $0.233 per share of the Company’s Class B Stock and approved a two-for-one stock split in the form of a stock dividend.
The quarterly cash dividends will be payable on November 22, 2024 to stockholders of record at the close of business on November 8, 2024. Oil-Dri has paid cash dividends continuously each year since 1974 and has increased dividends annually for twenty-one consecutive years.
The stock split is subject to stockholder approval of an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common Stock to accommodate the stock split. The Company intends to seek stockholder approval for this amendment at its upcoming annual meeting on December 11, 2024.
If the Certificate of Incorporation amendment is approved, the Company expects to file the amendment with the Secretary of State of the State of Delaware and to implement the stock split and authorized share increase promptly following the annual meeting. Following stockholder approval and the filing and effectiveness of the Certificate of Incorporation amendment, stockholders of record at the close of business on December 20, 2024, the record date of the stock split, will receive one additional share of Common Stock for every share of Common Stock held on the record date, and one additional share of Class B Stock for every share of Class B Stock held on the record date. Oil-Dri expects the additional shares will be distributed after market close on January 3, 2025. Shares of Oil-Dri’s Common Stock are expected to begin trading on a post-split basis at market open on January 6, 2025.
Daniel S. Jaffee, Chairman of the Board, President and Chief Executive Officer stated, “Our decision to implement this stock split reflects our desire to strengthen our market position and enhance stockholder value. The trading price of our Common Stock has doubled since October of 2022, and we believe the enhanced liquidity resulting from the stock split will make our shares more affordable and attractive to a broader investor base. We are also pleased to reward our loyal stockholders with quarterly cash dividends."
Stockholders are not required to take any action in order to receive shares pursuant to the stock split, and the book entry accounts of the stockholders of record will automatically be credited with the additional shares representing the stock split. If shares are held in a brokerage account, the additional shares will be distributed to the broker on the
stockholder’s behalf. The stock split is being administered by the Company’s transfer agent, Computershare Trust Company, N.A.
The Company’s press release outlining its performance for the fourth quarter of fiscal year 2024 will be issued after the close of the U.S. stock market on Thursday, October 10, 2024. Oil-Dri will host an earnings discussion via a live webcast on Friday, October 11, 2024 at 9:00 a.m. Central Time. Participation details are available on the Company’s website’s Events page.
About Oil-Dri Corporation of America
Oil-Dri Corporation of America (“Oil-Dri”) is a leading manufacturer and supplier of specialty sorbent products for the pet care, animal health and nutrition, fluids purification, agricultural ingredients, sports field, industrial and automotive markets. Oil-Dri is vertically integrated which enables the Company to efficiently oversee every step of the process from research and development to supply chain to marketing and sales. With over 80 years of experience, the Company continues to fulfill its mission to Create Value from Sorbent Minerals. To learn more about the Company, visit oildri.com.
Forward-Looking Statements
Certain statements in this press release may contain forward-looking statements, within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, 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. Forward-looking statements can be identified by words such as “expect,” “outlook,” “forecast,” “would,” “could,” “should,” “project,” “intend,” “plan,” “continue,” “believe,” “seek,” “estimate,” “anticipate,” “may,” “assume,” “potential,” “strive,” and similar references to future periods.
Such statements are subject to certain risks, uncertainties and assumptions that could cause actual results to differ materially, including, but not limited to, those described in our most recent Annual Report on Form 10-K and from time to time in our other filings with the Securities and Exchange Commission. Should one or more of these or other risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, intended, expected, believed, estimated, projected, planned or otherwise expressed in any forward-looking statements. Investors 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
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statements after the distribution of this press release, whether as a result of new information, future events, changes in assumptions, or otherwise.
Contact:
Leslie A. Garber
Director of Investor Relations
Oil-Dri Corporation of America
InvestorRelations@oildri.com
(312) 321-1515
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