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
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Date
of Report (Date of earliest event reported)
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December
8,
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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(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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
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(17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
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(17 CFR
240.13e-4(c))
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Item
2.02
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Results of
Operations and Financial Condition.
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On
December 8, 2009, Oil-Dri Corporation of America (the “Registrant”) issued a
press release announcing its results of operations for its first quarter ended
October 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.
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Item
8.01
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Other
Events.
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Also on December 8, 2009, the
Registrant’s Board of Directors declared quarterly cash dividends of $0.15 per
share of the Registrant’s Common Stock and $0.1125 per share of the Registrant’s
Class B Stock. The dividends will be payable on March 5, 2010, to
stockholders of record at the close of business on February 19,
2010. 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.
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Item
9.01
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Financial
Statements and Exhibits.
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(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 December 8, 2009 (Quarterly Earnings)
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99.2
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Press
Release dated December 8, 2009 (Cash
Dividends)
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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: December
8, 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 December 8, 2009 (Quarterly Earnings)
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99.2
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Press
Release dated December 8, 2009 (Cash
Dividends)
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Exhibit
99.1
News
Release
Release: Immediate Contact: Ronda J. Williams
312-706-3232
Oil-Dri
Announces First Quarter Results
CHICAGO
– (December 8, 2009) – Oil-Dri Corporation of America (NYSE: ODC) today
announced net sales for the first quarter of $53,404,000, a 15% decrease
compared with net sales of $63,128,000 in the same quarter one year
ago. Net income for the first quarter was $2,194,000, or $0.30
per diluted share, a 3% decrease compared with net income of $2,246,000,
or $0.31 per diluted share, in the same quarter one year ago.
First
Quarter Review
President
and Chief Executive Officer Daniel S. Jaffee said, “We were pleased with
the first quarter results in light of the very significant downturn in our
unit volume and net sales. As we announced in June 2009, the
brand reduction program implemented by Walmart took effect this quarter
and has resulted in a decreased number of stores carrying our Cat’s Pride
branded cat litter products.
“Offsetting
these negatives were substantial reductions in various cost elements as
well as contribution from higher margin products in our Business to
Business Products Group, which contributed to an increase in our gross
profit margin to 23% from 20% one year ago.”
Business
Review
Net
sales for the Company’s Business to Business Products Group were
$17,570,000 and group income was $4,509,000 for the
quarter. Net sales and unit volume were down for agricultural
carriers, sports field products, bleaching clays and co-packaged cat
litters. Calibrin-A and Calibrin-Z enterosorbents continued to
deliver strong sequential quarterly sales
growth.
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Net
sales for the Company’s Retail and Wholesale Products Group were
$35,834,000 and group income was $3,216,000 for the
quarter. Decreased unit shipments to Walmart of Cat’s Pride
branded cat litter products negatively impacted the Group’s net sales and
income for the quarter. This was partially offset by 44% unit
growth in Cat’s Pride Scoopable with our grocery retail partners based on
market data provided by Information Resources, Inc. for the ten-week
period ending November 1, 2009. Our Canadian subsidiary saw
increased net sales and income from cat litter sales.
Financial
Review
On
October 15, 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
December 4, 2009 to stockholders of record at the close of business on
November 20, 2009. At the October 30, 2009 stock closing price
of $15.29 per share and assuming cash dividends continue at the same rate,
the annual yield on the Company’s Common Stock is 3.9%.
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 October 31, 2009, totaled
$25,025,000. Capital expenditures for the quarter totaled
$1,327,000, which was $562,000 less than the quarter’s depreciation and
amortization of $1,889,000.
Cash
provided by operations was $7,639,000 primarily due to decreases in
accounts receivable and inventories commiserate with net sales
declines.
Looking
Forward
Jaffee
continued, “As we look to the balance of the fiscal year we are hopeful
that continued lower costs and contribution from higher margin products
will mitigate the volume decrease resulting from Walmart’s brand reduction
program.”
###
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CONFERENCE
CALL INFORMATION
The
Company will offer a live webcast of the first quarter earnings
teleconference on December 9, 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.
Calibrin
and Cat’s Pride are both registered 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 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.
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OIL - DRI CORPORATION OF
AMERICA
Consolidated Statements of
Income
(in thousands, except for per share
amounts)
(unaudited)
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Three Months Ended October 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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Net Sales
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$ | 53,404 | 100.0 | % | $ | 63,128 | 100.0 | % | ||||||||
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Cost of
Sales
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(41,081 | ) | 76.9 | % | (50,752 | ) | 80.4 | % | ||||||||
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Gross
Profit
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12,323 | 23.1 | % | 12,376 | 19.6 | % | ||||||||||
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Operating
Expenses
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(8,971 | ) | 16.8 | % | (8,738 | ) | 13.8 | % | ||||||||
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Operating
Income
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3,352 | 6.3 | % | 3,638 | 5.8 | % | ||||||||||
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Interest
Expense
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(374 | ) | 0.7 | % | (505 | ) | 0.8 | % | ||||||||
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Other
Income
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77 | 0.1 | % | (56 | ) | (0.1 | %) | |||||||||
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Income Before Income
Taxes
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3,055 | 5.7 | % | 3,077 | 4.9 | % | ||||||||||
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Income
Taxes
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(861 | ) | 1.6 | % | (831 | ) | 1.3 | % | ||||||||
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Net Income
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$ | 2,194 | 4.1 | % | $ | 2,246 | 3.6 | % | ||||||||
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Net Income Per
Share*:
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||||||||||||||||
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Basic
Common
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$ | 0.33 | $ | 0.34 | ||||||||||||
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Basic Class B
Common
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$ | 0.25 | $ | 0.26 | ||||||||||||
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Diluted
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$ | 0.30 | $ | 0.31 | ||||||||||||
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Average Shares
Outstanding:
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||||||||||||||||
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Basic
Common
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5,193 | 5,128 | ||||||||||||||
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Basic Class B
Common
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1,880 | 1,862 | ||||||||||||||
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Diluted
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7,248 | 7,191 | ||||||||||||||
* Net
Income Per Share for the three months ended October 31, 2008 has been restated
to reflect a new accounting standard effective August 1, 2009. The
new standard requires us to include our unvested restricted stock
awards as participating securities in the calculation of Net Income Per
Share.
OIL - DRI CORPORATION OF AMERICA
Consolidated Balance
Sheets
(in thousands, except for per share
amounts)
(unaudited)
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As of October 31,
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||||||||||
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2009
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2008
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Current
Assets
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Cash and Cash
Equivalents
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$ | 16,028 | $ | 1,308 | ||||||
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Investment in Treasury
Securities
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8,997 | 15,463 | ||||||||
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Accounts Receivable,
net
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25,569 | 32,763 | ||||||||
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Inventories
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16,398 | 19,833 | ||||||||
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Prepaid
Expenses
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7,304 | 6,269 | ||||||||
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Total Current
Assets
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74,296 | 75,636 | ||||||||
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Property, Plant and
Equipment
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58,995 | 52,777 | ||||||||
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Other
Assets
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15,835 | 14,729 | ||||||||
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Total
Assets
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$ | 149,126 | $ | 143,142 | ||||||
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Current
Liabilities
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||||||||||
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Current Maturities of Notes
Payable
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$ | 4,500 | $ | 1,700 | ||||||
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Accounts
Payable
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4,500 | 7,365 | ||||||||
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Dividends
Payable
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996 | 917 | ||||||||
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Accrued
Expenses
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13,105 | 13,837 | ||||||||
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Total Current
Liabilities
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23,101 | 23,819 | ||||||||
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Long-Term
Liabilities
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Notes
Payable
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16,800 | 21,300 | ||||||||
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Other Noncurrent
Liabilities
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18,261 | 10,123 | ||||||||
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Total Long-Term
Liabilities
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35,061 | 31,423 | ||||||||
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Stockholders'
Equity
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90,964 | 87,900 | ||||||||
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Total Liabilities and
Stockholders' Equity
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$ | 149,126 | $ | 143,142 | ||||||
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Book Value Per Share
Outstanding
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$ | 12.86 | $ | 12.58 | ||||||
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Acquisitions
of
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||||||||||
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Property, Plant and
Equipment
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First
Quarter
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$ | 1,327 | $ | 3,552 | |||||
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Depreciation and Amortization
Charges
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First
Quarter
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$ | 1,889 | $ | 1,885 | |||||
OIL – DRI CORPORATION OF
AMERICA
Consolidated Statements of Cash
Flows
(in thousands)
(unaudited)
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For the Three Months Ended
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||||||||
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October 31,
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||||||||
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CASH FLOWS FROM OPERATING
ACTIVITIES
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2009
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2008
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||||||
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Net Income
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$ | 2,194 | $ | 2,246 | ||||
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Adjustments to reconcile net
income to net cash provided by operating
activities:
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||||||||
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Depreciation and
Amortization
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1,889 | 1,885 | ||||||
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Decrease (Increase) in Accounts
Receivable
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3,486 | (1,417 | ) | |||||
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Decrease (Increase) in
Inventories
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1,397 | (2,089 | ) | |||||
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(Decrease) in Accounts
Payable
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(829 | ) | (118 | ) | ||||
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(Decrease) in Accrued
Expenses
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(1,165 | ) | (2,274 | ) | ||||
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Other
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667 | (815 | ) | |||||
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Total
Adjustments
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5,445 | (4,828 | ) | |||||
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Net Cash Provided by (Used in)
Operating Activities
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7,639 | (2,582 | ) | |||||
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CASH FLOWS FROM INVESTING
ACTIVITIES
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||||||||
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Capital
Expenditures
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(1,327 | ) | (3,552 | ) | ||||
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Net (Purchases) Dispositions of
Investment Securities
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(996 | ) | 5,528 | |||||
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Other
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0 | 8 | ||||||
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Net Cash (Used in) Provided by
Investing Activities
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(2,323 | ) | 1,984 | |||||
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CASH FLOWS FROM FINANCING
ACTIVITIES
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||||||||
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Principal payments on Long-Term
Debt
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(200 | ) | (4,080 | ) | ||||
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Dividends
Paid
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(995 | ) | (919 | ) | ||||
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Purchase of Treasury
Stock
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0 | (581 | ) | |||||
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Other
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55 | (187 | ) | |||||
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Net Cash Used in Financing
Activities
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(1,140 | ) | (5,767 | ) | ||||
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Effect of exchange rate changes on
cash and cash equivalents
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13 | 825 | ||||||
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Net Increase (Decrease) in Cash
and Cash Equivalents
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4,189 | (5,540 | ) | |||||
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Cash and Cash Equivalents,
Beginning of Year
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11,839 | 6,848 | ||||||
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Cash and Cash Equivalents, October
31
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$ | 16,028 | $ | 1,308 | ||||
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Exhibit
99.2
News
Release
Release:
Immediate Contact:
Ronda J Williams
312-706-3232
Oil-Dri
Board of Directors Declares Dividends
CHICAGO
– December 8, 2009 – The Board of Directors of Oil-Dri Corporation of
America (NYSE: ODC) today declared quarterly cash dividends of $0.15 per
share of the Company’s Common Stock and $0.1125 per share of the Company’s
Class B Stock.
The
dividends will be payable on March 5, 2010, to stockholders of record at
the close of business on February 19, 2010. The Company has
paid cash dividends continuously since 1974.
###
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.
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