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)
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March 10, 2009
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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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||
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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):
¨ 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 March 10, 2009, Oil-Dri Corporation
of America (the “Registrant”) issued a press release announcing its results of
operations for its second quarter and six-month period ended January 31,
2009. 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
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Exhibit
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Number
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Description of Exhibits
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99.1
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Press
Release dated March 10,
2009
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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.
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OIL-DRI
CORPORATION OF AMERICA
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By:
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/s/ Charles P. Brissman
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Charles
P. Brissman
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Vice
President and General
Counsel
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Date: March
10, 2009
Exhibit
Index
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Exhibit
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Number
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Description of Exhibits
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99.1
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Press
Release dated March 10,
2009
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 |
Exhibit
99.1
News
Release
Release:
Immediate:
Contact:
Ronda J. Williams
312-706-3232
Oil-Dri Announces Second
Quarter and Six-Month Results
CHICAGO
– (March 10, 2009) – Oil-Dri Corporation of America (NYSE: ODC) today
announced that net sales for the second quarter were $59,130,000, a 2%
increase compared with sales of $58,026,000 in the same quarter one year
ago. The Company reported net income for the quarter of
$2,372,000, or $0.33 per diluted share, a 14% increase compared with net
income of $2,089,000, or $0.29 per diluted share, in the same quarter one
year ago.
Net
sales for the six-month period were $122,258,000, an 8% increase compared
with net sales of $113,311,000 in the same period one year
ago. Net income for the six-month period of $4,618,000, or
$0.64 per diluted share was, flat compared with $4,573,000, or $0.64 per
diluted share, in the same period last fiscal year.
Second Quarter
Review
President
and Chief Executive Officer Daniel S. Jaffee said, “We are satisfied with
our results in light of current economic conditions. During the
second quarter we experienced sales growth in the Retail and Wholesale
Products Group, in particular with our private label products, where
consumers are taking advantage of lower priced cat litter. The
Business-to-Business Products Group, however, experienced lower net sales
due to market conditions and competitive challenges.
“Our
gross profit margin for the quarter was up 0.5% from last year, but for
the six months we have seen our margins shrink by 1.1%, finishing this
period at 19.9%. We are sensitive to how the economy is
impacting our customers and, as always, take a long-term approach to
relationship building; therefore, we do not feel this is the appropriate
environment in which to aggressively repair our profit
margins”
-
continued
- -
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|||
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Business
Review
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Net
sales for the Company’s Retail and Wholesale Products Group were
$40,926,000 and group income was $4,053,000 in the second
quarter. Net sales for the six-month period were $83,409,000
and group income was $7,215,000. In the quarter, sales of
private label cat litter were strong in both units and
dollars. Sales of industrial and automotive products were down
in units and flat in dollars due to the slow down in the manufacturing
sector.
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Net
sales for the Company’s Business-to-Business Products Group were
$18,204,000 and group income was $3,480,000 in the quarter. Net
sales for the six-month period were $38,849,000 and group income was
$7,906,000. In the quarter, sales were down across all product
lines in both units and dollars with the exception of co-packaged cat
litter products. A combination of foreign currency exchange
rates, global economic factors, higher than normal product inventories of
animal health products and aggressive competitive pricing negatively
impacted net sales and volume growth.
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Financial
Review
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On
December 9, 2008, Oil-Dri’s Board of Directors declared quarterly cash
dividends of $0.14 per share of outstanding Common Stock and $0.105 per
share of outstanding Class B Stock. The dividends were paid on
March 6, 2009 to stockholders of record at the close of business on
February 20, 2009. At the January 30, 2009 closing price of
$16.05 per share and assuming cash dividends continue at the same rate,
the annual yield on the Company’s Common Stock is 3.5%.
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The
Company has paid cash dividends continuously since 1974. The
Company’s Board of Directors has increased dividends annually for the past
five years.
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During
the quarter, the Company repurchased 300 shares of Common Stock at an
average price of $16.24 per share. Cash, cash equivalents and
short-term investments at January 31, 2009, totaled
$16,766,000. Capital expenditures for the six-month period of
$7,757,000 include strategic investments primarily related to new product
development. Capital expenditures in this period were
$4,073,000 more than depreciation and amortization of
$3,684,000.
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Looking
Forward
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Jaffee
continued, “While we are pleased that the markets we serve have been
relatively stable, we remain diligent in managing our expenses and using
our resources wisely. We will continue to invest in our
business where we believe our return will give us the greatest long-term
benefit.”
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###
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The
Company will offer a live web cast of the second quarter earnings
teleconference on Wednesday, March 11, 2009, from 10:00a.m. – 10:30a.m.
CST. 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.
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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.
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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, web cast,
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.
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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)
|
Second Quarter Ended January 31,
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||||||||||||||||
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2009
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% of Sales
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2008
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% of Sales
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|||||||||||||
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Net
Sales
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$ | 59,130 | 100.0 | % | $ | 58,026 | 100.0 | % | ||||||||
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Cost
of Sales
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(47,217 | ) | 79.9 | % | (46,678 | ) | 80.4 | % | ||||||||
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Gross
Profit
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11,913 | 20.1 | % | 11,348 | 19.6 | % | ||||||||||
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Operating
Expenses
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(8,342 | ) | 14.1 | % | (8,251 | ) | 14.2 | % | ||||||||
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Operating
Income
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3,571 | 6.0 | % | 3,097 | 5.3 | % | ||||||||||
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Interest
Expense
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(478 | ) | 0.8 | % | (570 | ) | 1.0 | % | ||||||||
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Other
Income
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85 | 0.1 | % | 355 | 0.6 | % | ||||||||||
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Income
Before Income Taxes
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3,178 | 5.4 | % | 2,882 | 5.0 | % | ||||||||||
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Income
Taxes
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(806 | ) | 1.4 | % | (793 | ) | 1.4 | % | ||||||||
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Net
Income
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$ | 2,372 | 4.0 | % | $ | 2,089 | 3.6 | % | ||||||||
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Net
Income Per Share:
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||||||||||||||||
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Basic
Common
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$ | 0.36 | $ | 0.32 | ||||||||||||
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Basic
Class B Common
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$ | 0.29 | $ | 0.26 | ||||||||||||
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Diluted
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$ | 0.33 | $ | 0.29 | ||||||||||||
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Average
Shares Outstanding:
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||||||||||||||||
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Basic
Common
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5,131 | 5,062 | ||||||||||||||
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Basic
Class B Common
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1,873 | 1,853 | ||||||||||||||
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Diluted
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7,242 | 7,239 | ||||||||||||||
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Six
Months Ended January 31,
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||||||||||||||||
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2009
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%
of Sales
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2008
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%
of Sales
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|||||||||||||
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Net
Sales
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$ | 122,258 | 100.0 | % | $ | 113,311 | 100.0 | % | ||||||||
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Cost
of Sales
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(97,969 | ) | 80.1 | % | (89,533 | ) | 79.0 | % | ||||||||
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Gross
Profit
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24,289 | 19.9 | % | 23,778 | 21.0 | % | ||||||||||
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Operating
Expenses
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(17,080 | ) | 14.0 | % | (17,111 | ) | 15.1 | % | ||||||||
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Operating
Income
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7,209 | 5.9 | % | 6,667 | 5.9 | % | ||||||||||
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Interest
Expense
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(983 | ) | 0.8 | % | (1,144 | ) | 1.0 | % | ||||||||
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Other
Income
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29 | 0.0 | % | 785 | 0.7 | % | ||||||||||
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Income
Before Income Taxes
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6,255 | 5.1 | % | 6,308 | 5.6 | % | ||||||||||
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Income
Taxes
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(1,637 | ) | 1.3 | % | (1,735 | ) | 1.5 | % | ||||||||
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Net
Income
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$ | 4,618 | 3.8 | % | $ | 4,573 | 4.0 | % | ||||||||
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Net
Income Per Share:
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||||||||||||||||
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Basic
Common
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$ | 0.70 | $ | 0.70 | ||||||||||||
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Basic
Class B Common
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$ | 0.56 | $ | 0.57 | ||||||||||||
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Diluted
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$ | 0.64 | $ | 0.64 | ||||||||||||
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Average
Shares Outstanding:
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||||||||||||||||
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Basic
Common
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5,129 | 5,033 | ||||||||||||||
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Basic
Class B Common
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1,868 | 1,846 | ||||||||||||||
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Diluted
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7,245 | 7,196 | ||||||||||||||
OIL - DRI CORPORATION OF
AMERICA
Consolidated
Balance Sheets
(in
thousands, except for per share amounts)
(unaudited)
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As of January 31,
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||||||||
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2009
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2008
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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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$ | 2,272 | $ | 4,325 | ||||
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Investment
in Treasury Securities
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14,494 | 24,355 | ||||||
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Accounts
Receivable, net
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31,399 | 29,973 | ||||||
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Inventories
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19,235 | 16,396 | ||||||
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Prepaid
Expenses
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6,563 | 6,299 | ||||||
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Total
Current Assets
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73,963 | 81,348 | ||||||
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Property,
Plant and Equipment
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55,196 | 51,732 | ||||||
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Other
Assets
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14,432 | 12,281 | ||||||
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Total
Assets
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$ | 143,591 | $ | 145,361 | ||||
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Current
Liabilities
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||||||||
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Current
Maturities of Notes Payable
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$ | 1,700 | $ | 8,080 | ||||
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Accounts
Payable
|
6,330 | 6,130 | ||||||
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Dividends
Payable
|
921 | 846 | ||||||
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Accrued
Expenses
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13,327 | 14,366 | ||||||
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Total
Current Liabilities
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22,278 | 29,422 | ||||||
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Long-Term
Liabilities
|
||||||||
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Notes
Payable
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21,300 | 23,000 | ||||||
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Other
Noncurrent Liabilities
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10,380 | 8,001 | ||||||
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Total
Long-Term Liabilities
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31,680 | 31,001 | ||||||
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Stockholders'
Equity
|
89,633 | 84,938 | ||||||
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Total
Liabilities and Stockholders' Equity
|
$ | 143,591 | $ | 145,361 | ||||
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Book
Value Per Share Outstanding
|
$ | 12.81 | $ | 12.35 | ||||
|
Acquisitions
of
Property, Plant and Equipment
Second
Quarter
|
$ | 4,205 | $ | 1,681 | ||||
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Year to Date
|
$ | 7,757 | $ | 3,828 | ||||
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Depreciation
and Amortization
Charges
Second Quarter
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$ | 1,799 | $ | 1,873 | ||||
|
Year to Date
|
$ | 3,684 | $ | 3,735 | ||||
OIL - DRI CORPORATION OF
AMERICA
Consolidated
Statements of Cash Flows
(in
thousands)
(unaudited)
|
For
the Six Months Ended
|
||||||||
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January 31,
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||||||||
|
|
2009
|
2008
|
||||||
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CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
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Net
Income
|
$ | 4,618 | $ | 4,573 | ||||
|
Adjustments
to reconcile net income to net cash
|
||||||||
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provided
by operating activities:
|
||||||||
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Depreciation
and Amortization
|
3,684 | 3,735 | ||||||
|
(Increase)
in Accounts Receivable
|
(89 | ) | (2,159 | ) | ||||
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(Increase)
in Inventories
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(1,491 | ) | (1,159 | ) | ||||
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(Decrease)
Increase in Accounts Payable
|
(972 | ) | 144 | |||||
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(Decrease)
in Accrued Expenses
|
(2,784 | ) | (1,893 | ) | ||||
|
Other
|
(1,020 | ) | (519 | ) | ||||
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Total
Adjustments
|
(2,672 | ) | (1,851 | ) | ||||
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Net
Cash Provided by Operating Activities
|
1,946 | 2,722 | ||||||
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CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||
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Capital
Expenditures
|
(7,757 | ) | (3,828 | ) | ||||
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Net
Dispositions (Purchases) of Investment Securities
|
6,531 | (6,006 | ) | |||||
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Other
|
11 | 28 | ||||||
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Net
Cash Used in Investing Activities
|
(1,215 | ) | (9,806 | ) | ||||
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CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
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Principal
payments on Long-Term Debt
|
(4,080 | ) | (80 | ) | ||||
|
Dividends
Paid
|
(1,838 | ) | (1,678 | ) | ||||
|
Purchase
of Treasury Stock
|
(649 | ) | — | |||||
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Other
|
162 | 1,199 | ||||||
|
Net
Cash Used in Financing Activities
|
(6,405 | ) | (559 | ) | ||||
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Effect
of exchange rate changes on cash and cash equivalents
|
1,098 | (165 | ) | |||||
|
Net
Decrease in Cash and Cash Equivalents
|
(4,576 | ) | (7,808 | ) | ||||
|
Cash
and Cash Equivalents, Beginning of Year
|
6,848 | 12,133 | ||||||
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Cash
and Cash Equivalents, January 31
|
$ | 2,272 | $ | 4,325 | ||||