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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October 9, 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 October 9, 2009, 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,
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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||
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Number
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Description of Exhibits
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99.1
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Press
Release of the Registrant dated October 9,
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.
|
OIL-DRI
CORPORATION OF AMERICA
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|||
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By:
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/s/
Charles P. Brissman
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||
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Charles
P. Brissman
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|||
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Vice
President and General Counsel
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|||
Date: October
9, 2009
Exhibit
Index
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Exhibit
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||
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Number
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Description of Exhibits
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99.1
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Press
Release of the Registrant dated October 9,
2009
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Exhibit
99.1
 |
News
Release
|
|
Release:
Immediate
|
Contact:
|
Ronda
J. Williams
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312-706-3232
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Oil-Dri
Announces Fourth Quarter and Fiscal Year 2009 Results
CHICAGO –
(October 9, 2009) – Oil-Dri Corporation of America (NYSE: ODC) today announced
increased net income and net sales for the fiscal year ended July 31,
2009.
The
Company reported net sales for the fiscal year of $236,245,000, a 2% increase
compared with net sales of $232,359,000 for the previous fiscal
year. Net income for the fiscal year was $9,586,000, or $1.32 per
diluted share, a 6% increase compared with net income of $9,039,000, or $1.25
per diluted share, for fiscal 2008.
Net sales
for the fourth quarter were $55,934,000, a 6% decrease compared with net sales
of $59,505,000 in the same quarter one year ago. The Company reported
net income for the quarter of $2,552,000, or $0.35 per diluted share, a 3%
increase compared with net income of $2,453,000, or $0.34 per diluted share, in
the same quarter one year ago.
Fourth
Quarter and Fiscal Year Review
President
and Chief Executive Officer Daniel S. Jaffee said, “While our net sales declined
in the fourth quarter, we are encouraged by our year-end results and our
concerted efforts to control expenses and sell higher margin
products. Our balance sheet remains strong, allowing us to reduce
debt and pay dividends while investing heavily in capital projects.
“Overall
our business remains healthy as indicated by the following key
metrics. We continue to make steady progress in light of the
challenging economy and are pleased to have increased the dividend for the sixth
consecutive year and invested in new products while supporting sales of existing
business.”
|
Key Metrics
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F’09
|
F’08
|
F’07
|
F’06
|
F’05
|
|||||||||||||||
|
Cash,
cash equivalents & investments
|
$ | 19,837,000 | $ | 27,764,000 | $ | 30,027,000 | $ | 25,855,000 | $ | 19,435,000 | ||||||||||
|
Notes
payable minus cash and equivalents (debt net of cash)
|
$ | 1,663,000 | $ | (684,000 | ) | $ | 1,133,000 | $ | 9,385,000 | $ | 3,885,000 | |||||||||
|
Return
on average stockholders’ equity
|
10.8 | % | 10.8 | % | 10.0 | % | 7.2 | % | 9.0 | % | ||||||||||
|
*Net
income per diluted share
|
$ | 1.32 | $ | 1.25 | $ | 1.09 | $ | 0.73 | $ | 0.88 | ||||||||||
|
Research
and development expenses
|
$ | 2,099,000 | $ | 2,497,000 | $ | 2,154,000 | $ | 1,809,000 | $ | 2,429,000 | ||||||||||
|
Capital
expenditures
|
$ | 15,253,000 | $ | 7,302,000 | $ | 7,757,000 | $ | 10,827,000 | $ | 7,311,000 | ||||||||||
|
Dividends
paid
|
$ | 3,684,000 | $ | 3,377,000 | $ | 3,038,000 | $ | 2,403,000 | $ | 2,206,000 | ||||||||||
|
Dividends
paid per Common Stock share
|
$ | 0.56 | $ | 0.52 | $ | 0.48 | $ | 0.38 | $ | 0.34 |
*Net
income per diluted share reflects the five-for-four stock split effected on
September 8, 2006.
Business
Review
Net sales
for the Company’s Business to Business Products Group were $76,049,000 and group
income was $14,948,000 for the fiscal year. Net sales for the quarter
were $17,208,000 and group income was $2,957,000. Net sales and unit
volume were down for Pro’s Choice, Flo-Fre, Pure-Flo and ConditionAde products
for the fiscal year and fourth quarter. Net sales were up for Agsorb,
Ultra-Clear products in the fiscal year and quarter. The new Calibrin
products also contributed to the Group’s results for the fiscal year and
quarter.
Net sales
for the Company’s Retail and Wholesale Products Group were $160,196,000 and
group income was $17,007,000 for the fiscal year. Net sales for the
quarter were $38,726,000 and group income was $5,099,000. Net sales
were up for Cat’s Pride branded and private label cat litters for the fiscal
year. The worldwide economic slowdown led to decreased net sales of
industrial and automotive products in the United States and net sales and unit
volume declines in Canada and the United Kingdom.
Financial
Review
On June
9, 2009, Oil-Dri’s Board of Directors declared quarterly cash dividends of $0.15
per share of outstanding Common Stock and $0.1125 per share of outstanding Class
B Stock. The dividends were payable September 4, 2009 to stockholders
of record at the close of business on August 21, 2009. At the July
31, 2009 stock closing price of $15.75 per share and assuming cash dividends
continue at the same rate, the annual yield on the Company’s Common Stock is
3.8%.
The
Company has paid cash dividends continuously since 1974 and has increased
dividends annually for the past six years.
Cash,
cash equivalents and short-term investments at July 31, 2009, totaled
$19,837,000. Capital expenditures for the fiscal year totaled
$15,253,000, which was $7,847,000 more than the fiscal year’s depreciation and
amortization of $7,406,000.
Other
noncurrent liabilities increased significantly during the year. The
increase was the result of a higher actuarially calculated benefit obligation
and lower plan asset values for the Company’s defined benefit pension
plan.
Capital
expenditures in the fiscal year were significantly greater than in previous
fiscal years due to construction of a new plant in Ripley, Mississippi at which
the Company will manufacture its new Verge engineered granules.
The
effective tax rate was 28% of the pre-tax income in fiscal 2009 versus 26% in
fiscal 2008. The effective tax rate was higher in fiscal 2009 due to
higher income, a lower deduction for mining depletion due to reduced tonnage and
an unfavorable tax impact from foreign operations.
Looking
Forward
Jaffee
continued, “In June 2009 we announced that Wal-Mart would dramatically reduce
the number of stores carrying our branded cat litter products. The
new store counts went into effect in August 2009 and have resulted in the loss
of a material amount of branded cat litter sales and related profitability with
this account. We have received strong support from our other retail
partners who see this as an opportunity to promote Cat’s Pride and grow their
cat litter sales. Only time will tell what the net effect of these
changes will be on our top and bottom lines.
“We are
encouraged by the growing opportunities for our newly launched products,
Calibrin-A and Calibrin-Z enterosorbents. Considering the regulatory
challenges for product registration and the worldwide economic slowdown, we are
very pleased with the initial acceptance of these products in the
marketplace.
“We also
are pleased with the prospect of sales of our Verge engineered
granules. These new higher margin products may help offset some of
the Wal-Mart unit volume and net sales declines we expect to see in the current
fiscal year. We also hope to benefit from lower fuel costs as we
begin new natural gas contracts in the first quarter.”
###
The
Company will offer a live webcast of the fourth quarter earnings teleconference
on Tuesday, October 13, 2009 from 10:00 a.m. to 10:30 a.m., Chicago
Time. 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.
Agsorb,
Calibrin, Cat’s Pride, ConditionAde, Flo-Fre, Pure-Flo, and Ultra-Clear are all
registered trademarks of Oil-Dri Corporation of America. Pro’s Choice
and Verge are trademarks of Oil-Dri Corporation of America.
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 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)
|
Fourth Quarter Ended July
31,
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||||||||||||||||
|
2009
|
% of Sales
|
2008
|
% of Sales
|
|||||||||||||
|
Net
Sales
|
$ | 55,934 | 100.0 | % | $ | 59,505 | 100.0 | % | ||||||||
|
Cost
of Sales
|
(44,059 | ) | 78.8 | % | (48,270 | ) | 81.1 | % | ||||||||
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Gross
Profit
|
11,875 | 21.2 | % | 11,235 | 18.9 | % | ||||||||||
|
Operating
Expenses
|
(8,090 | ) | 14.5 | % | (7,993 | ) | 13.4 | % | ||||||||
|
Operating
Income
|
3,785 | 6.8 | % | 3,242 | 5.4 | % | ||||||||||
|
Interest
Expense
|
(457 | ) | 0.8 | % | (493 | ) | 0.8 | % | ||||||||
|
Other
Income
|
306 | 0.5 | % | 404 | 0.7 | % | ||||||||||
|
Income
Before Income Taxes
|
3,634 | 6.5 | % | 3,153 | 5.3 | % | ||||||||||
|
Income
Taxes
|
(1,082 | ) | 1.9 | % | (700 | ) | 1.2 | % | ||||||||
|
Net
Income
|
$ | 2,552 | 4.6 | % | $ | 2,453 | 4.1 | % | ||||||||
|
Net
Income Per Share:
|
||||||||||||||||
|
Basic
Common
|
$ | 0.38 | $ | 0.37 | ||||||||||||
|
Basic
Class B Common
|
$ | 0.31 | $ | 0.30 | ||||||||||||
|
Diluted
|
$ | 0.35 | $ | 0.34 | ||||||||||||
|
Average
Shares Outstanding:
|
||||||||||||||||
|
Basic
Common
|
5,177 | 5,114 | ||||||||||||||
|
Basic
Class B Common
|
1,880 | 1,862 | ||||||||||||||
|
Diluted
|
7,252 | 7,237 | ||||||||||||||
|
Twelve Months Ended July
31,
|
||||||||||||||||
|
2009
|
% of Sales
|
2008
|
% of Sales
|
|||||||||||||
|
Net
Sales
|
$ | 236,245 | 100.0 | % | $ | 232,359 | 100.0 | % | ||||||||
|
Cost
of Sales
|
(186,861 | ) | 79.1 | % | (186,289 | ) | 80.2 | % | ||||||||
|
Gross
Profit
|
49,384 | 20.9 | % | 46,070 | 19.8 | % | ||||||||||
|
Operating
Expenses
|
(34,801 | ) | 14.7 | % | (33,340 | ) | 14.3 | % | ||||||||
|
Operating
Income
|
14,583 | 6.2 | % | 12,730 | 5.5 | % | ||||||||||
|
Interest
Expense
|
(1,910 | ) | 0.8 | % | (2,189 | ) | 0.9 | % | ||||||||
|
Other
Income
|
636 | 0.3 | % | 1,634 | 0.7 | % | ||||||||||
|
Income
Before Income Taxes
|
13,309 | 5.6 | % | 12,175 | 5.2 | % | ||||||||||
|
Income
Taxes
|
(3,723 | ) | 1.6 | % | (3,136 | ) | 1.3 | % | ||||||||
|
Net
Income
|
$ | 9,586 | 4.1 | % | $ | 9,039 | 3.9 | % | ||||||||
|
Net
Income Per Share:
|
||||||||||||||||
|
Basic
Common
|
$ | 1.44 | $ | 1.38 | ||||||||||||
|
Basic
Class B Common
|
$ | 1.17 | $ | 1.11 | ||||||||||||
|
Diluted
|
$ | 1.32 | $ | 1.25 | ||||||||||||
|
Average
Shares Outstanding:
|
||||||||||||||||
|
Basic
Common
|
5,146 | 5,068 | ||||||||||||||
|
Basic
Class B Common
|
1,874 | 1,854 | ||||||||||||||
|
Diluted
|
7,242 | 7,215 | ||||||||||||||
OIL - DRI CORPORATION
OF AMERICA
Consolidated
Balance Sheets
(in
thousands, except for per share amounts)
(unaudited)
|
As of July 31,
|
|||||||||
|
2009
|
2008
|
||||||||
|
Current
Assets
|
|||||||||
|
Cash
and Cash Equivalents
|
$ | 11,839 | $ | 6,848 | |||||
|
Investment
in Treasury Securities
|
7,998 | 20,916 | |||||||
|
Accounts
Receivable, net
|
29,000 | 31,383 | |||||||
|
Inventories
|
17,795 | 17,744 | |||||||
|
Prepaid
Expenses
|
7,085 | 5,760 | |||||||
|
Total
Current Assets
|
73,717 | 82,651 | |||||||
|
Property,
Plant and Equipment
|
59,485 | 51,440 | |||||||
|
Other
Assets
|
16,059 | 14,897 | |||||||
|
Total
Assets
|
$ | 149,261 | $ | 148,988 | |||||
|
Current
Liabilities
|
|||||||||
|
Current
Maturities of Notes Payable
|
$ | 3,200 | $ | 5,580 | |||||
|
Accounts
Payable
|
5,304 | 7,491 | |||||||
|
Dividends
Payable
|
994 | 919 | |||||||
|
Accrued
Expenses
|
14,270 | 16,111 | |||||||
|
Total
Current Liabilities
|
23,768 | 30,101 | |||||||
|
Long-Term
Liabilities
|
|||||||||
|
Notes
Payable
|
18,300 | 21,500 | |||||||
|
Other
Noncurrent Liabilities
|
17,630 | 9,761 | |||||||
|
Total
Long-Term Liabilities
|
35,930 | 31,261 | |||||||
|
Stockholders'
Equity
|
89,563 | 87,626 | |||||||
|
Total
Liabilities and Stockholders' Equity
|
$ | 149,261 | $ | 148,988 | |||||
|
Book
Value Per Share Outstanding
|
$ | 12.76 | $ | 12.66 | |||||
|
Acquisitions
of
|
|||||||||
|
Property,
Plant and Equipment
|
Fourth
Quarter
|
$ | 2,571 | $ | 2,950 | ||||
|
Year
to Date
|
$ | 15,253 | $ | 7,302 | |||||
|
Depreciation
and Amortization Charges
|
Fourth
Quarter
|
$ | 1,979 | $ | 1,859 | ||||
|
Year
to Date
|
$ | 7,406 | $ | 7,455 | |||||
OIL - DRI
CORPORATION OF AMERICA
Consolidated
Statements of Cash Flows
(in
thousands)
(unaudited)
|
For the Twelve Months Ended
|
||||||||
|
July 31,
|
||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
2009
|
2008
|
||||||
|
Net
Income
|
$ | 9,586 | $ | 9,039 | ||||
|
Adjustments to reconcile net
income to net cash provided by operating
activities:
|
||||||||
|
Depreciation
and Amortization
|
7,406 | 7,455 | ||||||
|
Decrease
(Increase) in Accounts Receivable
|
2,354 | (3,538 | ) | |||||
|
(Increase)
in Inventories
|
(51 | ) | (2,507 | ) | ||||
|
(Decrease)
Increase in Accounts Payable
|
(1,773 | ) | 1,438 | |||||
|
(Decrease)
in Accrued Expenses
|
(1,841 | ) | (200 | ) | ||||
|
Other
|
133 | (346 | ) | |||||
|
Total
Adjustments
|
6,228 | 2,302 | ||||||
|
Net
Cash Provided by Operating Activities
|
15,814 | 11,341 | ||||||
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||
|
Capital
Expenditures
|
(15,253 | ) | (7,302 | ) | ||||
|
Net
Dispositions (Purchases) of Investment Securities
|
13,037 | (2,331 | ) | |||||
|
Other
|
27 | (1,257 | ) | |||||
|
Net
Cash Used in Investing Activities
|
(2,189 | ) | (10,890 | ) | ||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
|
Principal
payments on Long-Term Debt
|
(5,580 | ) | (4,080 | ) | ||||
|
Dividends
Paid
|
(3,684 | ) | (3,377 | ) | ||||
|
Purchase
of Treasury Stock
|
(656 | ) | (20 | ) | ||||
|
Other
|
838 | 1,811 | ||||||
|
Net
Cash Used in Financing Activities
|
(9,082 | ) | (5,666 | ) | ||||
|
Effect
of exchange rate changes on cash and cash equivalents
|
448 | (70 | ) | |||||
|
Net
Increase (Decrease) in Cash and Cash Equivalents
|
4,991 | (5,285 | ) | |||||
|
Cash
and Cash Equivalents, Beginning of Year
|
6,848 | 12,133 | ||||||
|
Cash
and Cash Equivalents, July 31
|
$ | 11,839 | $ | 6,848 | ||||