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) September
25, 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
September 25, 2007, 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, 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 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
8.01
Other Events.
Also
on
September 25, 2007, the Registrant set its annual meeting of stockholders for
Tuesday, December 4, 2007. The record date for voting eligibility at the annual
meeting is October 10, 2007. A copy of the Registrant’s press release announcing
these matters 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
|
Press
Release of the Registrant dated September 25, 2007 (Results of
Operations)
|
|
99.2
|
Press
Release of the Registrant dated September 25, 2007 (Annual Meeting
Announcement)
|
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:
September 25, 2007
Exhibit
Index
| Exhibit |
| Number | Description of Exhibits |
|
99.1
|
Press
Release of the Registrant dated September 25, 2007 (Results of
Operations)
|
|
99.2
|
Press
Release of the Registrant dated September 25, 2007 (Annual Meeting
Announcement)
|
Exhibit
99.1
News
Release
| Release: Immediate | Contact: Ronda J. Williams |
|
312-706-3232
|
Oil-Dri
Announces Record Sales and Increased Earnings for the
Fiscal
Year ended July 31, 2007
CHICAGO
-
(September 25, 2007) - Oil-Dri Corporation of America (NYSE: ODC) today
announced that strategic pricing and expanded distribution of private label
cat
litter contributed to record sales for
both
the fourth quarter and the fiscal year ended July 31, 2007.
Improved
manufacturing productivity and cost reduction programs drove increased earnings
in both periods as well.
The
Company reported net sales for the fiscal year of $212,117,000, a 3% increase
compared with net sales of $205,210,000 for the previous fiscal year. Net income
for the fiscal year was $7,660,000, or $1.09 per diluted share, a 49% increase
compared with net income of $5,259,000, or $0.73 per diluted share, for fiscal
2006.
Net
sales
for the quarter were $54,159,000, a 5% increase compared with sales of
$51,694,000 in the same quarter one year ago. The Company reported net income
for the quarter of $2,051,000 or $0.29 per diluted share, an 81% increase
compared with net income of $1,141,000, or $0.16 per diluted share, in the
same
quarter one year ago. During this year’s fourth quarter, the Company received
proceeds from key man life insurance policies, on former employees, that were
put in place many years ago. This resulted in the Company recording
non-recurring income of $389,000 or $0.06 per diluted share during the quarter.
Fourth
Quarter and Fiscal Year Review
President
and Chief Executive Officer Daniel S. Jaffee said, “We are pleased with the
results of our fourth quarter and fiscal year. Throughout the year our team
has
been diligent in implementing our strategic pricing program, identifying cost
savings opportunities and improving plant efficiencies. All of these factors
have contributed to increased sales growth and improved margins over last year.
While
our
gross margins have not yet returned to their pre-Hurricane Katrina levels,
we
are satisfied with the steady progress that has been made in at least partially
recovering the huge increase in energy costs which followed that devastating
storm.
“As
indicated in the following chart, our net sales per ton have increased steadily
over the last five years. This pricing strategy is consistent with our corporate
mission of creating value from sorbent minerals”.
|
Key
Metrics
|
F’07
|
F’06
|
F’05
|
F’04
|
F’03
|
|
Net
sales per ton
|
$216
|
$202
|
$190
|
$180
|
$169
|
|
Return
on average total assets
|
5.4%
|
4.0%
|
5.2%
|
3.9%
|
2.4%
|
|
Return
on average stockholders’ equity
|
9.9%
|
7.2%
|
9.0%
|
7.1%
|
4.5%
|
|
Cash,
cash equivalents & investments
|
$30,027,000
|
$25,855,000
|
$19,435,000
|
$23,069,000
|
$16,670,000
|
|
Notes
payable minus cash and equivalents
|
$1,133,000
|
$9,385,000
|
$3,885,000
|
$4,331,000
|
$14,730,000
|
|
*Net
income per diluted share
|
$1.09
|
$0.73
|
$0.88
|
$0.68
|
$0.43
|
|
*Common
Stock price per share at July 31,
|
$16.68
|
$15.98
|
$14.42
|
$13.11
|
$9.56
|
*Net
income per diluted share and Common Stock price reflect the five-for-four stock
split effected on September 8, 2006.
Business
Review
Net
sales
for the Company’s Retail
and Wholesale Products Group
were
$37,606,000 and group income was $4,564,000 in the fourth quarter. Net sales
for
the fiscal year were $142,505,000 and group income was $16,162,000. Net sales
in
the quarter and the fiscal year increased as a result of a combination of
strategic pricing and expanded private label cat litter distribution. The group
saw 10% volume growth in private label cat litters and industrial and automotive
products.
Net
sales
for the Company’s Business-to-Business
Products Group
were
$16,553,000, and group income was $2,846,000 in the fourth quarter. Net sales
for the fiscal year were $69,612,000, and group income was $13,302,000. Net
sales for the fiscal year were down but increased in the quarter primarily
as a
result of pricing strategy. The group saw product sales growth in the sports
turf and bleaching clay products, but sales declines in agricultural chemical
carriers and animal health products.
Financial
Review
On
June
5, 2007, Oil-Dri’s Board of Directors declared increased quarterly cash
dividends of $0.13 per share of outstanding Common Stock and $0.0975 per share
of outstanding Class B stock. The dividends were payable on September 7, 2007
to
stockholders of record at the close of business on August 24, 2007. At the
July
31, 2007 stock closing price of $16.68 per share and assuming cash dividends
continue at the same rate, the annual yield on the Company’s Common Stock is
3.1%.
The
Company has paid cash dividends continuously since 1974 and has increased
quarterly cash dividend rates in each of the last four fiscal years.
Cash,
cash equivalents and short-term investments at July 31, 2007, totaled
$30,027,000. Capital expenditures for the fiscal year totaled $7,757,000, which
was $259,000 more than the fiscal year’s depreciation and amortization of
$7,498,000.
Looking
Forward
Beginning
with the second fiscal quarter ending January 31, 2008, the Company will release
quarterly and annual results of operations on the same date on which the Company
files the related Form 10-Q or 10-K with the Securities and Exchange Commission.
As a result, the Company’s results of operations will be released approximately
two weeks later than under the Company’s current practices.
Jaffee
said, “In the coming fiscal year we will continue to focus on our long-term
strategy for growth by strengthening our core businesses while investing in
new
product development. Our future growth is dependent upon our ability to deliver
new and innovative products and we are committed to making that happen while
staying true to our mission. In addition, we will remain focused on
manufacturing process improvements and cost saving initiatives.”
###
The
Company will offer a live webcast of the fourth quarter earnings teleconference
on Wednesday, September 26, 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)
|
|||||
|
Fourth
Quarter Ended July 31,
|
|||||
|
2007
|
%
of Sales
|
2006
|
%
of Sales
|
||
|
Net
Sales
|
$54,159
|
100.0%
|
$51,694
|
100.0%
|
|
|
Cost
of Sales
|
(42,158)
|
77.8%
|
(42,637)
|
82.5%
|
|
|
Gross
Profit
|
12,001
|
22.2%
|
9,057
|
17.5%
|
|
|
Operating
Expenses
|
(9,836)
|
18.2%
|
(7,335)
|
14.2%
|
|
|
Operating
Income
|
2,165
|
4.0%
|
1,722
|
3.3%
|
|
|
Interest
Expense
|
(538)
|
1.0%
|
(647)
|
1.3%
|
|
|
Other
Income
|
918
|
1.7%
|
483
|
0.9%
|
|
|
|
|
||||
|
Income
Before Income Taxes
|
2,545
|
4.7%
|
1,558
|
3.0%
|
|
|
Income
Taxes
|
(494)
|
0.9%
|
(417)
|
0.8%
|
|
|
Net
Income
|
$2,051
|
3.8%
|
$1,141
|
2.2%
|
|
|
Net
Income Per Share*:
|
|||||
|
Basic
Common
|
$0.32
|
$0.18
|
|||
|
Basic
Class B Common
|
$0.24
|
$0.13
|
|||
|
Diluted
|
$0.29
|
$0.16
|
|||
|
Average
Shares Outstanding*:
|
|
||||
|
Basic
Common
|
4,962
|
4,978
|
|||
|
Basic
Class B Common
|
1,840
|
1,822
|
|||
|
Diluted
|
7,100
|
7,147
|
|||
|
Twelve
Months Ended July 31,
|
|||||
|
2007
|
%
of Sales
|
2006
|
%
of Sales
|
||
|
Net
Sales
|
$212,117
|
100.0%
|
$205,210
|
100.0%
|
|
|
Cost
of Sales
|
(166,417)
|
78.5%
|
(167,136)
|
81.4%
|
|
|
Gross
Profit
|
45,700
|
21.5%
|
38,074
|
18.6%
|
|
|
Gain
on Sale of Long-Lived Assets
|
--
|
--
|
415
|
0.2%
|
|
|
Operating
Expenses
|
(35,163)
|
16.6%
|
(29,735)
|
14.5%
|
|
|
Operating
Income
|
10,537
|
5.0%
|
8,754
|
4.3%
|
|
|
Interest
Expense
|
(2,389)
|
1.1%
|
(2,255)
|
1.1%
|
|
|
Other
Income
|
2,297
|
1.1%
|
1,397
|
0.7%
|
|
|
|
|
||||
|
Income
Before Income Taxes
|
10,445
|
4.9%
|
7,896
|
3.8%
|
|
|
Income
Taxes
|
(2,785)
|
1.3%
|
(2,637)
|
1.3%
|
|
|
Net
Income
|
$7,660
|
3.6%
|
$5,259
|
2.6%
|
|
|
Net
Income Per Share*:
|
|||||
|
Basic
Common
|
$1.22
|
$0.83
|
|||
|
Basic
Class B Common
|
$0.90
|
$0.61
|
|||
|
Diluted
|
$1.09
|
$0.73
|
|||
|
Average
Shares Outstanding*:
|
|
||||
|
Basic
Common
|
4,902
|
5,005
|
|||
|
Basic
Class B Common
|
1,834
|
1,822
|
|||
|
Diluted
|
7,028
|
7,219
|
|||
*
Net
Income Per Share and Average Shares Outstanding for the three months and the
twelve months ended July 31, 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 July 31,
|
|||||
|
2007
|
2006
|
||||
|
Current
Assets
|
|||||
|
Cash,
Cash Equivalents and Investments
|
$30,027
|
$25,855
|
|||
|
Accounts
Receivable, net
|
27,933
|
26,115
|
|||
|
Inventories
|
15,237
|
15,697
|
|||
|
Prepaid
Expenses
|
5,103
|
8,035
|
|||
|
Total
Current Assets
|
78,300
|
75,702
|
|||
|
Property,
Plant and Equipment
|
51,445
|
51,293
|
|||
|
Other
Assets
|
12,342
|
12,552
|
|||
|
Total
Assets
|
$142,087
|
$139,547
|
|||
|
Current
Liabilities
|
|||||
|
Current
Maturities of Notes Payable
|
$4,080
|
$4,080
|
|||
|
Accounts
Payable
|
6,181
|
7,596
|
|||
|
Dividends
Payable
|
833
|
754
|
|||
|
Accrued
Expenses
|
16,311
|
14,683
|
|||
|
Total
Current Liabilities
|
27,405
|
27,113
|
|||
|
Long-Term
Liabilities
|
|||||
|
Notes
Payable
|
27,080
|
31,160
|
|||
|
Other
Noncurrent Liabilities
|
7,360
|
8,038
|
|||
|
Total
Long-Term Liabilities
|
34,440
|
39,198
|
|||
|
Stockholders'
Equity*
|
80,242
|
73,236
|
|||
|
Total
Liabilities and Stockholders' Equity
|
$142,087
|
$139,547
|
|||
|
Book
Value Per Share Outstanding
|
$11.91
|
$10.73
|
|||
|
Acquisitions
of
|
|||||
|
Property,
Plant and Equipment
|
Fourth
Quarter
|
$1,141
|
$4,363
|
||
|
Year
to Date
|
$7,757
|
$10,827
|
|||
|
Depreciation
and Amortization Charges
|
Fourth
Quarter
|
$1,951
|
$1,757
|
||
|
Year
to Date
|
$7,498
|
$7,212
|
|||
*
Stockholders' Equity at July 31, 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 Twelve Months Ended
|
||||||||||
|
|
July
31,
|
|||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|
2007
|
|
|
2006
|
|||||
|
Net
Income
|
$
|
7,660
|
$
|
5,259
|
||||||
|
Adjustments
to reconcile net income to net cash
|
||||||||||
|
provided
by operating activities:
|
||||||||||
|
Depreciation
and Amortization
|
7,498
|
7,212
|
||||||||
|
(Increase)
in Accounts Receivable
|
(2,141)
|
(2,631)
|
||||||||
|
Decrease
(Increase) in Inventories
|
460
|
(3,011)
|
||||||||
|
(Decrease)
Increase in Accounts Payable
|
(934)
|
2,759
|
||||||||
|
Increase
in Accrued Expenses
|
1,628
|
1,016
|
||||||||
|
Other
|
|
2,680
|
|
|
31
|
|||||
|
Total
Adjustments
|
|
9,191
|
|
|
5,376
|
|||||
|
Net
Cash Provided by Operating Activities
|
|
16,851
|
|
|
10,635
|
|||||
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||||
|
Capital
Expenditures
|
(7,757)
|
(10,827)
|
||||||||
|
Net
Dispositions (Purchases) of Investment Securities
|
2,233
|
(5,158)
|
||||||||
|
Other
|
|
57
|
|
|
1,006
|
|||||
|
Net
Cash Used in Investing Activities
|
|
(5,467)
|
|
|
(14,979)
|
|||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||||
|
Principal
payments on Long-Term Debt
|
(4,080)
|
(3,080)
|
||||||||
|
Dividends
Paid
|
(3,038)
|
(2,403)
|
||||||||
|
Purchase
of Treasury Stock
|
(16)
|
(7,811)
|
||||||||
|
Proceeds
from Issuance of Long-Term Debt
|
--
|
15,000
|
||||||||
|
Other
|
|
1,588
|
|
|
3,854
|
|||||
|
Net
Cash (Used in) Provided by Financing Activities
|
|
(5,546)
|
|
|
5,560
|
|||||
|
Effect
of exchange rate changes on cash and cash
equivalents
|
(312)
|
(554)
|
||||||||
|
Net
Increase in Cash and Cash Equivalents
|
5,526
|
662
|
||||||||
|
Cash
and Cash Equivalents, Beginning of Year
|
|
6,607
|
|
|
5,945
|
|||||
|
Cash
and Cash Equivalents, July 31
|
$
|
12,133
|
|
$
|
6,607
|
|||||
Exhibit
99.2
News
Release
| Release: Immediate | Contact: Ronda J. Williams |
|
312-706-3232
|
Oil-Dri
Announces Annual Meeting and Record Date
CHICAGO
-
September 25, 2007 - Oil-Dri Corporation of America (NYSE: ODC) will hold its
Annual Meeting of Stockholders on Tuesday, December 4, 2007.
The
meeting will be held at 9:00 a.m. (Central Time) at the Standard Club, 320
South
Plymouth Court, Chicago, Illinois. The record date for voting eligibility at
the
Annual Meeting is October 10, 2007.
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Oil-Dri
Corporation of America is a leading supplier of specialty sorbent products
for
industrial, automotive, agricultural, horticultural and specialty markets and
the world’s largest manufacturer of cat litter.