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) May
24, 2007
|
|
Oil-Dri
Corporation of America
|
|
(Exact
name of registrant as specified in its
charter)
|
|
Delaware
|
0-8675
|
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):
[
] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
] 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))
[
] 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
May
24, 2007, Oil-Dri Corporation of America (the “Registrant”) issued a press
release announcing its results of operations for its third quarter and
nine-month period ended April 30, 2007. 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 Form 8-K, including the exhibit,
shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, and it shall not be deemed incorporated by reference
into
any filing under the Securities Act of 1933, except as shall be expressly set
forth by specific reference in such filing.
Item
9.01
Financial Statements and Exhibits.
(d)
Exhibits
|
Exhibit
|
|
|
Number
|
Description
of Exhibits
|
|
99.1
|
Press
Release of the Registrant dated May 24,
2007.
|
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:
May
25, 2007
Exhibit
Index
|
Exhibit
|
|
|
Number
|
Description
of Exhibits
|
|
99.1
|
Press
Release of the Registrant dated May 24,
2007.
|
Exhibit
99.1
News
Release
|
Release:
Immediate
|
Contact:
|
Ronda
J. Williams
|
|
|
312-706-3232
|
Oil-Dri Reports Strong Third Quarter Results
CHICAGO
-
(May 24, 2007) - Oil-Dri Corporation of America (NYSE: ODC) today announced
that
strategic pricing, product mix and improved plant efficiency contributed to
strong earnings results for the third quarter ended April 30, 2007.
The
Company reported net sales of $52,956,000 for the quarter, a 2% increase
compared with net sales of $51,764,000 in the same quarter one year ago. The
Company reported net income for the quarter of $1,999,000, or $0.28 per diluted
share, a 65% increase compared with net income of $1,223,000, or $0.17 per
diluted share, in the same quarter one year ago.
Net
sales
for the nine-month period were $157,958,000, a 3% increase compared with net
sales of $153,516,000 in the same period one year ago. Net income for the
nine-month period was $5,609,000, or $0.80 per diluted share, a 40% increase
compared with net income of $4,118,000, or $0.57 per diluted share, in the
same
period last fiscal year.
Third
Quarter Review
President
and Chief Executive Officer Daniel S. Jaffee said, “We are quite pleased with
our third quarter results that reflect our focus on strategic pricing, product
mix and improved plant efficiency. These factors were the primary contributors
in our efforts to overcome increased energy prices that we have experienced.
Our
margins are still not where they were just a couple of years ago, but the trend
is pointing in the right direction.
“Our
Retail and Wholesale Products Group performed very well during the quarter.
Volume growth was especially strong in our private label cat litter business
where we were able to increase distribution through non-grocery outlets. In
the
Business-to-Business Products Group, sports turf business experienced
significant sales growth in the quarter.”
Business
Review
Net
sales
for the Company’s Business-to-Business
Products Group
were
$19,277,000, and group income was $4,207,000 for the third quarter. Net sales
were $53,059,000 and group income was $10,456,000 for the nine-month period.
A
continued decrease in sales of agricultural carriers, animal health and
nutrition products and bleaching clays, in both units and dollars, negatively
impacted quarterly results. Sports turf products, however, experienced
significant sales growth, in both units and dollars, in the quarter and helped
to offset sluggish sales of the Group’s other products.
Net
sales
for the Company’s Retail
and Wholesale Products Group
were
$33,679,000 and group income was $3,509,000 for the third quarter. Net sales
were $104,899,000 and group income was $11,598,000 for the nine-month period.
Increased private label cat litter distribution drove improved sales dollars
and
income. Sales and income were also up for industrial and automotive products
as
the team has been successful in breathing new life into this 65-year old product
line.
Financial
Review
On
March
13, 2007, Oil-Dri’s Board of Directors declared quarterly cash dividends of
$0.12 per share of outstanding Common Stock and $0.09 per share of outstanding
Class B Stock. The dividends will be payable on June 1, 2007 to stockholders
of
record at the close of business on May 4, 2007. At the April 30, 2007 closing
price of $18.26 per share and assuming cash dividends continue at the same
rate,
the annual yield on the Company’s Common Stock is 2.6%. The Company has paid
cash dividends continuously for 32 years.
Cash,
cash equivalents and short-term investments at April 30, 2007, totaled
$24,861,000. Capital expenditures for the nine-month period totaled $6,616,000,
which was $1,069,000 more than the period’s depreciation and amortization of
$5,547,000.
Looking
Forward
Jaffee
said, “We are pleased that we are delivering good results in the areas of our
business that are under our control. Specifically, our net selling price per
ton
is up and our controllable costs are flat to down. We are most concerned about
those factors outside of our control, such as fuel prices, which continue to
rise.
“Fuel
impacts the drying cost of our products and also puts cost pressure on our
packaging materials and freight. We will continue to do everything in our power
to minimize the impact of these rising costs. However, we are fairly certain
we
will need to raise prices during the upcoming fiscal year to help offset these
increases.”
###
The
Company will offer a live webcast of the third quarter earnings teleconference
on Friday, May 25, 2007, at 10am CDT. 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.
|
Consolidated
Statements of Income
|
|||||
|
(in
thousands, except for per share amounts)
|
|||||
|
(unaudited)
|
|||||
|
Third
Quarter Ended April 30,
|
|
||||||||||||
|
|
|
2007
|
|
%
of Sales
|
|
2006
|
|
%
of Sales
|
|||||
|
Net
Sales
|
$
|
52,956
|
100.0
|
%
|
$
|
51,764
|
100.0
|
%
|
|||||
|
Cost
of Sales
|
(41,417
|
)
|
78.2
|
%
|
(41,742
|
)
|
80.6
|
%
|
|||||
|
Gross
Profit
|
11,539
|
21.8
|
%
|
10,022
|
19.4
|
%
|
|||||||
|
Operating
Expenses
|
(8,515
|
)
|
16.1
|
%
|
(7,399
|
)
|
14.3
|
%
|
|||||
|
Operating
Income
|
3,024
|
5.7
|
%
|
2,623
|
5.1
|
%
|
|||||||
|
Interest
Expense
|
(593
|
)
|
1.1
|
%
|
(639
|
)
|
1.2
|
%
|
|||||
|
Other
Income
|
541
|
1.0
|
%
|
402
|
0.8
|
%
|
|||||||
|
Income
Before Income Taxes
|
2,972
|
5.6
|
%
|
2,386
|
4.6
|
%
|
|||||||
|
Income
Taxes
|
(973
|
)
|
1.8
|
%
|
(1,163
|
)
|
2.2
|
%
|
|||||
|
Net
Income
|
$
|
1,999
|
3.8
|
%
|
$
|
1,223
|
2.4
|
%
|
|||||
|
Net
Income Per Share*:
|
|||||||||||||
|
Basic
Common
|
$
|
0.32
|
$
|
0.19
|
|||||||||
|
Basic
Class B Common
|
$
|
0.24
|
$
|
0.14
|
|||||||||
|
Diluted
|
$
|
0.28
|
$
|
0.17
|
|||||||||
|
Average
Shares Outstanding*:
|
|||||||||||||
|
Basic
Common
|
4,925
|
5,034
|
|||||||||||
|
Basic
Class B Common
|
1,822
|
1,822
|
|||||||||||
|
Diluted
|
7,043
|
7,247
|
|||||||||||
|
Nine
Months Ended April 30,
|
|||||||||||||
|
|
|
|
2007
|
|
|
%
of Sales
|
|
|
2006
|
|
|
%
of Sales
|
|
|
Net
Sales
|
$
|
157,958
|
100.0
|
%
|
$
|
153,516
|
100.0
|
%
|
|||||
|
Cost
of Sales
|
(124,259
|
)
|
78.7
|
%
|
(124,499
|
)
|
81.1
|
%
|
|||||
|
Gross
Profit
|
33,699
|
21.3
|
%
|
29,017
|
18.9
|
%
|
|||||||
|
Gain
on Sale of Long-Lived Assets
|
--
|
--
|
415
|
0.3
|
%
|
||||||||
|
Operating
Expenses
|
(25,327
|
)
|
16.0
|
%
|
(22,400
|
)
|
14.6
|
%
|
|||||
|
Operating
Income
|
8,372
|
5.3
|
%
|
7,032
|
4.6
|
%
|
|||||||
|
Interest
Expense
|
(1,851
|
)
|
1.2
|
%
|
(1,608
|
)
|
1.0
|
%
|
|||||
|
Other
Income
|
1,379
|
0.9
|
%
|
914
|
0.6
|
%
|
|||||||
|
Income
Before Income Taxes
|
7,900
|
5.0
|
%
|
6,338
|
4.1
|
%
|
|||||||
|
Income
Taxes
|
(2,291
|
)
|
1.5
|
%
|
(2,220
|
)
|
1.4
|
%
|
|||||
|
Net
Income
|
$
|
5,609
|
3.6
|
%
|
$
|
4,118
|
2.7
|
%
|
|||||
|
Net
Income Per Share*:
|
|||||||||||||
|
Basic
Common
|
$
|
0.90
|
$
|
0.65
|
|||||||||
|
Basic
Class B Common
|
$
|
0.66
|
$
|
0.48
|
|||||||||
|
Diluted
|
$
|
0.80
|
$
|
0.57
|
|||||||||
|
Average
Shares Outstanding*:
|
|||||||||||||
|
Basic
Common
|
4,882
|
5,014
|
|||||||||||
|
Basic
Class B Common
|
1,814
|
1,823
|
|||||||||||
|
Diluted
|
6,980
|
7,257
|
|||||||||||
*
Net
Income Per Share and Average Shares Outstanding for the six months and the
nine
months ended April 30, 2006 have been restated to reflect the Company's
five-for-four stock split, on September 8, 2006.
|
Consolidated
Balance Sheets
|
|||||
|
(in
thousands, except for per share amounts)
|
|||||
|
(unaudited)
|
|||||
|
As
of April 30,
|
|
|||||||||
|
|
|
|
|
2007
|
|
2006
|
||||
|
Current
Assets
|
||||||||||
|
Cash,
Cash Equivalents and Investments
|
$
|
24,861
|
$
|
26,800
|
||||||
|
Accounts
Receivable, net
|
27,362
|
25,711
|
||||||||
|
Inventories
|
14,724
|
16,081
|
||||||||
|
Prepaid
Expenses
|
6,602
|
8,789
|
||||||||
|
Total
Current Assets
|
73,549
|
77,381
|
||||||||
|
Property,
Plant and Equipment
|
52,171
|
48,739
|
||||||||
|
Other
Assets
|
12,826
|
12,990
|
||||||||
|
Total
Assets
|
$
|
138,546
|
$
|
139,110
|
||||||
|
Current
Liabilities
|
||||||||||
|
Current
Maturities of Notes Payable
|
$
|
4,080
|
$
|
4,080
|
||||||
|
Accounts
Payable
|
5,309
|
5,884
|
||||||||
|
Dividends
Payable
|
763
|
607
|
||||||||
|
Accrued
Expenses
|
15,557
|
13,794
|
||||||||
|
Total
Current Liabilities
|
25,709
|
24,365
|
||||||||
|
Long-Term
Liabilities
|
||||||||||
|
Notes
Payable
|
27,080
|
31,160
|
||||||||
|
Other
Noncurrent Liabilities
|
8,234
|
7,738
|
||||||||
|
Total
Long-Term Liabilities
|
35,314
|
38,898
|
||||||||
|
Stockholders'
Equity*
|
77,523
|
75,847
|
||||||||
|
Total
Liabilities and Stockholders' Equity
|
$
|
138,546
|
$
|
139,110
|
||||||
|
Book
Value Per Share Outstanding
|
$
|
11.58
|
$
|
11.09
|
||||||
|
Acquisitions
of
|
||||||||||
|
Property,
Plant and Equipment
|
Third
Quarter
|
$
|
2,518
|
$
|
1,840
|
|||||
|
Year
to Date
|
$
|
6,616
|
$
|
6,464
|
||||||
|
Depreciation
and Amortization Charges
|
Third
Quarter
|
$
|
1,875
|
$
|
1,848
|
|||||
|
Year
to Date
|
$
|
5,547
|
$
|
5,455
|
||||||
*
Stockholders' Equity at April 30, 2007, reflects an adjustment of $1,235,000
(net of tax) taken August 1, 2006 as part of the Company's implementation of
EITF 04-06 "Accounting for Stripping Costs Incurred during Production in the
Mining Industry".
|
Consolidated
Statements of Cash Flows
|
|||||||
|
(in
thousands)
|
|||||||
|
(unaudited)
|
|||||||
|
For
the Nine Months Ended
|
|
||||||
|
|
|
April
30,
|
|
||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
2007
|
|
2006
|
|||
|
Net
Income
|
$
|
5,609
|
$
|
4,118
|
|||
|
Adjustments
to reconcile net income to net cash
|
|||||||
|
provided
by operating activities:
|
|||||||
|
Depreciation
and Amortization
|
5,547
|
5,384
|
|||||
|
(Increase)
in Accounts Receivable
|
(1,536
|
)
|
(2,307
|
)
|
|||
|
Decrease
(Increase) in Inventories
|
973
|
(3,395
|
)
|
||||
|
(Decrease)
Increase in Accounts Payable
|
(1,783
|
)
|
1,089
|
||||
|
Increase
in Accrued Expenses
|
874
|
127
|
|||||
|
Other
|
428
|
(1,642
|
)
|
||||
|
Total
Adjustments
|
4,503
|
(744
|
)
|
||||
|
Net
Cash Provided by Operating Activities
|
10,112
|
3,374
|
|||||
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|||||||
|
Capital
Expenditures
|
(6,616
|
)
|
(6,464
|
)
|
|||
|
Net
Dispositions (Purchase) of Investment Securities
|
5,120
|
(5,053
|
)
|
||||
|
Other
|
53
|
1,003
|
|||||
|
Net
Cash Used in Investing Activities
|
(1,443
|
)
|
(10,514
|
)
|
|||
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|||||||
|
Principal
payments on Long-Term Debt
|
(4,080
|
)
|
(3,080
|
)
|
|||
|
Dividends
Paid
|
(2,271
|
)
|
(1,775
|
)
|
|||
|
Purchase
of Treasury Stock
|
(12
|
)
|
(4,538
|
)
|
|||
|
Proceeds
from Issuance of Long-Term Debt
|
--
|
15,000
|
|||||
|
Other
|
1,314
|
3,748
|
|||||
|
Net
Cash (Used in) Provided by Financing Activities
|
(5,049
|
)
|
9,355
|
||||
|
Effect
of exchange rate changes on cash and cash
equivalents
|
(166
|
)
|
(335
|
)
|
|||
|
Net
Increase in Cash and Cash Equivalents
|
3,454
|
1,880
|
|||||
|
Cash
and Cash Equivalents, Beginning of Year
|
6,607
|
5,945
|
|||||
|
Cash
and Cash Equivalents, April 30
|
$
|
10,061
|
$
|
7,825
|
|||