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) June
5, 2008
|
|
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):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
Item
2.02
Results of Operations and Financial Condition.
On
June
5, 2008, 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, 2008. 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
9.01
Financial Statements and Exhibits.
(d)
Exhibits
|
Exhibit
|
||
|
Number
|
Description
of Exhibits
|
|
|
99.1
|
Press
Release of the Registrant dated June 5,
2008
|
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:
June 5, 2008
Exhibit
Index
|
Number
|
Description
of Exhibits
|
|
|
99.1
|
Press
Release of the Registrant dated June 5,
2008
|
Exhibit
99.1
 |
News
Release
|
|
Release: Immediate
|
Contact:
|
Ronda
J. Williams
|
|||
|
312-706-3232
|
|||||
Oil-Dri
Announces Record Net Sales for the Third Quarter
and
Nine-Month Period Ended April 30, 2008
CHICAGO
-
(June 5, 2008) - Oil-Dri Corporation of America (NYSE: ODC) today announced
that
higher unit shipments and price increases contributed to record net sales
for
the third quarter and nine months ended April 30, 2008, while significantly
higher costs negatively impacted net income for the quarter.
The
Company reported record net sales of $59,543,000 for its third fiscal quarter,
a
12% increase compared with net sales of $52,956,000 in the same quarter one
year
ago. The Company reported net income for the quarter of $2,013,000 or $0.28
per
diluted share, compared with net income of $1,999,000, or $0.28 per diluted
share, one year ago.
The
Company reported record net sales for its nine-month period of $172,854,000,
a
9% increase compared with net sales of $157,958,000 in the same period one
year
ago. Net income for the nine-month period was $6,586,000, or $0.91 per diluted
share, a 14% increase compared with net income of $5,609,000, or $0.80 per
diluted share, in the same period last fiscal year.
Third
Quarter Review
President
and Chief Executive Officer Daniel S. Jaffee said, “While net sales in the
quarter were up 12%, our net income was flat due to significant increases
in our
cost of goods. Specifically, rising costs of fuel, packaging materials and
transportation outpaced our ability to raise prices.
-
continued -
“We
experienced a reduction in gross profit margin from 19.6% in the second quarter
to 18.6% in the third quarter.
“Our
business is healthy as we are selling more product units overall and
experiencing distribution growth in both reporting segments. We are optimistic
that we are on the right path to recoup margins through product mix, price
increases and cost reduction initiatives.”
Business
Review
Net
sales
for the Company’s Retail
and Wholesale Products Group
were
$39,221,000 and group income was $3,183,000 in the third quarter. Net sales
for
the nine-month period were $117,052,000 and group income was $11,416,000.
Net
sales and unit volume growth were primarily driven by private label cat litter.
Oil-Dri industrial and automotive products were down in net sales and unit
volume. Significant cost increases in freight outpaced the Group’s ability to
raise prices. Previously announced price increases for all classes of trade
for
both coarse and scoopable cat litters will be implemented in August
2008.
Net
sales
for the Company’s Business-to-Business
Products Group
were
$20,322,000 and group income was $3,904,000 in the third quarter. Net sales
for
the nine-month period were $55,802,000 and group income was $11,561,000.
Net
sales and unit volume were up for bleaching clays and animal health and
nutrition products. Net sales were flat for agricultural carriers and down
in
units sold. Sports turf products experienced net sales and unit volume declines
in the quarter.
-
continued -
Financial
Review
On
March
13, 2008, Oil-Dri’s Board of Directors declared quarterly cash dividends of
$0.13 per share of outstanding Common Stock and $0.0975 per share of outstanding
Class B Stock. The dividends will be payable on June 6, 2008, to stockholders
of
record at the close of business on May 23, 2008. At the April 30, 2008 closing
price of $17.60 and assuming cash dividends continue at the same rate, the
annual yield on the Company’s Common Stock is 3.0%.
Cash,
cash equivalents and short-term investments totaled $27,100,000 at April
30,
2008. Capital expenditures for the nine-month period totaled $4,352,000,
which
was $1,244,000 less than the depreciation and amortization of
$5,596,000.
Looking
Forward
Jaffee
said, “We are working to recoup reduced margins from this fiscal year by
focusing more on sales of higher margin products and raising prices. In this
volatile economic environment where fuel and other costs are continuing to
rise,
we are not anticipating reductions in our cost of goods through the fourth
quarter.”
###
The
Company will offer a live webcast of the third quarter earnings teleconference
on Friday, June 6, 2008, from 10:00 - 10:30 AM CT. 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.
OIL
- DRI CORPORATION OF AMERICA
Consolidated
Statements of Income
(in
thousands, except for per share amounts)
(unaudited)
|
Third
Quarter Ended April 30,
|
|||||||||||||
|
2008
|
%
of Sales
|
2007
|
%
of Sales
|
||||||||||
|
Net
Sales
|
$
|
59,543
|
100.0
|
%
|
$
|
52,956
|
100.0
|
%
|
|||||
|
Cost
of Sales
|
(48,486
|
)
|
81.4
|
%
|
(41,417
|
)
|
78.2
|
%
|
|||||
|
Gross
Profit
|
11,057
|
18.6
|
%
|
11,539
|
21.8
|
%
|
|||||||
|
Operating
Expenses
|
(8,236
|
)
|
13.8
|
%
|
(8,515
|
)
|
16.1
|
%
|
|||||
|
Operating
Income
|
2,821
|
4.7
|
%
|
3,024
|
5.7
|
%
|
|||||||
|
Interest
Expense
|
(552
|
)
|
0.9
|
%
|
(593
|
)
|
1.1
|
%
|
|||||
|
Other
Income
|
445
|
0.7
|
%
|
541
|
1.0
|
%
|
|||||||
|
Income
Before Income Taxes
|
2,714
|
4.6
|
%
|
2,972
|
5.6
|
%
|
|||||||
|
Income
Taxes
|
(701
|
)
|
1.2
|
%
|
(973
|
)
|
1.8
|
%
|
|||||
|
Net
Income
|
$
|
2,013
|
3.4
|
%
|
$
|
1,999
|
3.8
|
%
|
|||||
|
Net
Income Per Share:
|
|||||||||||||
|
Basic
Common
|
$
|
0.30
|
$
|
0.32
|
|||||||||
|
Basic
Class B Common
|
$
|
0.25
|
$
|
0.24
|
|||||||||
|
Diluted
|
$
|
0.28
|
$
|
0.28
|
|||||||||
|
Average
Shares Outstanding:
|
|||||||||||||
|
Basic
Common
|
5,092
|
4,925
|
|||||||||||
|
Basic
Class B Common
|
1,862
|
1,822
|
|||||||||||
|
Diluted
|
7,223
|
7,043
|
|||||||||||
|
|
Nine
Months Ended April 30,
|
||||||||||||
|
2008
|
|
|
%
of Sales
|
|
|
2007
|
|
|
%
of Sales
|
||||
|
Net
Sales
|
$
|
172,854
|
100.0
|
%
|
$
|
157,958
|
100.0
|
%
|
|||||
|
Cost
of Sales
|
(138,019
|
)
|
79.8
|
%
|
(124,259
|
)
|
78.7
|
%
|
|||||
|
Gross
Profit
|
34,835
|
20.2
|
%
|
33,699
|
21.3
|
%
|
|||||||
|
Operating
Expenses
|
(25,347
|
)
|
14.7
|
%
|
(25,327
|
)
|
16.0
|
%
|
|||||
|
Operating
Income
|
9,488
|
5.5
|
%
|
8,372
|
5.3
|
%
|
|||||||
|
Interest
Expense
|
(1,696
|
)
|
1.0
|
%
|
(1,851
|
)
|
1.2
|
%
|
|||||
|
Other
Income
|
1,230
|
0.7
|
%
|
1,379
|
0.9
|
%
|
|||||||
|
Income
Before Income Taxes
|
9,022
|
5.2
|
%
|
7,900
|
5.0
|
%
|
|||||||
|
Income
Taxes
|
(2,436
|
)
|
1.4
|
%
|
(2,291
|
)
|
1.5
|
%
|
|||||
|
Net
Income
|
$
|
6,586
|
3.8
|
%
|
$
|
5,609
|
3.6
|
%
|
|||||
|
Net
Income Per Share:
|
|||||||||||||
|
Basic
Common
|
$
|
1.01
|
$
|
0.90
|
|||||||||
|
Basic
Class B Common
|
$
|
0.81
|
$
|
0.66
|
|||||||||
|
Diluted
|
$
|
0.91
|
$
|
0.80
|
|||||||||
|
Average
Shares Outstanding:
|
|||||||||||||
|
Basic
Common
|
5,052
|
4,882
|
|||||||||||
|
Basic
Class B Common
|
1,852
|
1,814
|
|||||||||||
|
Diluted
|
7,206
|
6,980
|
|||||||||||
OIL
- DRI CORPORATION OF AMERICA
Consolidated
Balance Sheets
(in
thousands, except for per share amounts)
(unaudited)
|
As
of April 30,
|
||||||||||
|
2008
|
2007
|
|||||||||
|
Current
Assets
|
||||||||||
|
Cash
and Cash Equivalents
|
$
|
8,165
|
$
|
10,061
|
||||||
|
Investment
in Treasury Securities
|
18,935
|
14,800
|
||||||||
|
Accounts
Receivable, net
|
31,109
|
27,362
|
||||||||
|
Inventories
|
16,941
|
14,724
|
||||||||
|
Prepaid
Expenses
|
5,873
|
6,602
|
||||||||
|
Total
Current Assets
|
81,023
|
73,549
|
||||||||
|
Property,
Plant and Equipment
|
50,334
|
52,171
|
||||||||
|
Other
Assets
|
13,181
|
12,826
|
||||||||
|
Total
Assets
|
$
|
144,538
|
$
|
138,546
|
||||||
|
Current
Liabilities
|
||||||||||
|
Current
Maturities of Notes Payable
|
$
|
5,580
|
$
|
4,080
|
||||||
|
Accounts
Payable
|
7,451
|
5,309
|
||||||||
|
Dividends
Payable
|
846
|
763
|
||||||||
|
Accrued
Expenses
|
15,078
|
15,557
|
||||||||
|
Total
Current Liabilities
|
28,955
|
25,709
|
||||||||
|
Long-Term
Liabilities
|
||||||||||
|
Notes
Payable
|
21,500
|
27,080
|
||||||||
|
Other
Noncurrent Liabilities
|
7,598
|
8,234
|
||||||||
|
Total
Long-Term Liabilities
|
29,098
|
35,314
|
||||||||
|
Stockholders'
Equity
|
86,485
|
77,523
|
||||||||
|
Total
Liabilities and Stockholders' Equity
|
$
|
144,538
|
$
|
138,546
|
||||||
|
Book
Value Per Share Outstanding
|
$
|
12.53
|
$
|
11.58
|
||||||
|
Acquisitions
of Property, Plant and Equipment
|
Third Quarter
|
$
|
524
|
$
|
2,518
|
|||||
|
|
Year to Date
|
$
|
4,352
|
$
|
6,616
|
|||||
|
Depreciation
and Amortization Charges
|
Third Quarter
|
$
|
1,861
|
$
|
1,875
|
|||||
|
|
Year to Date
|
$
|
5,596
|
$
|
5,547
|
|||||
OIL
- DRI CORPORATION OF AMERICA
Consolidated
Statements of Cash Flows
(in
thousands)
(unaudited)
|
For
the Nine Months Ended
|
|||||||
|
April
30,
|
|||||||
|
|
2008
|
2007
|
|||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
|||||||
|
Net
Income
|
$
|
6,586
|
$
|
5,609
|
|||
|
Adjustments
to reconcile net income to net cash provided by
operating activities:
|
|||||||
|
Depreciation
and Amortization
|
5,596
|
5,547
|
|||||
|
(Increase)
in Accounts Receivable
|
(3,285
|
)
|
(1,536
|
)
|
|||
|
(Increase)
Decrease in Inventories
|
(1,704
|
)
|
973
|
||||
|
Increase
(Decrease) in Accounts Payable
|
1,431
|
(1,783
|
)
|
||||
|
(Decrease)
Increase in Accrued Expenses
|
(1,233
|
)
|
874
|
||||
|
Other
|
(1,268
|
)
|
428
|
||||
|
Total
Adjustments
|
(463
|
)
|
4,503
|
||||
|
Net
Cash Provided by Operating Activities
|
6,123
|
10,112
|
|||||
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
|||||||
|
Capital
Expenditures
|
(4,352
|
)
|
(6,616
|
)
|
|||
|
Net
(Purchases) Dispositions of Investment Securities
|
(440
|
)
|
5,120
|
||||
|
Other
|
43
|
53
|
|||||
|
Net
Cash Used in Investing Activities
|
(4,749
|
)
|
(1,443
|
)
|
|||
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|||||||
|
Principal
payments on Long-Term Debt
|
(4,080
|
)
|
(4,080
|
)
|
|||
|
Dividends
Paid
|
(2,528
|
)
|
(2,271
|
)
|
|||
|
Purchase
of Treasury Stock
|
(20
|
)
|
(12
|
)
|
|||
|
Other
|
1,397
|
1,314
|
|||||
|
Net
Cash Used in Financing Activities
|
(5,231
|
)
|
(5,049
|
)
|
|||
|
Effect
of exchange rate changes on cash and cash
equivalents
|
(111
|
)
|
(166
|
)
|
|||
|
Net
(Decrease) Increase in Cash and Cash Equivalents
|
(3,968
|
)
|
3,454
|
||||
|
Cash
and Cash Equivalents, Beginning of Year
|
12,133
|
6,607
|
|||||
|
Cash
and Cash Equivalents, April 30
|
$
|
8,165
|
$
|
10,061
|
|||