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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June
8, 2010
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Oil-Dri
Corporation of America
|
|
(Exact
name of registrant as specified in its charter)
|
|
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)
|
(IRS
Employer Identification No.)
|
|
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):
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
8, 2010, 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, 2010. 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
Number
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Description of Exhibits
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|
| 99.1 | Press Release dated June 8, 2010 |
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
8, 2010
Exhibit
Index
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Exhibit
Number
|
Description of Exhibits
|
|
| 99.1 | Press Release dated June 8, 2010 |
 |
Exhibit 99.1
News
Release
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||
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Release: Immediate
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Contact:
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Ronda
J. Williams
312-706-3232
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Oil-Dri
Reports Third Quarter and Nine-Month Results
CHICAGO
– (June 8, 2010) – Oil-Dri Corporation of America (NYSE: ODC) today
reported net sales for the third quarter of $56,259,000, a 3% decrease
compared with net sales of $58,053,000 for the same quarter of the
previous year. Net income for the third quarter was $2,586,000,
or $0.35 per diluted share, a 6% increase compared with net income of
$2,416,000, or $0.33 per diluted share, in the same quarter one year
ago.
Net
sales for the nine-month period were $164,397,000, a 9% decrease compared
with net sales of $180,311,000 for the same period one year
ago. Net income for the nine-month period was $7,042,000, or
$0.96 per diluted share, compared with net income of $7,034,000, or $0.97
per diluted share, in the same period one year ago.
Third
Quarter Review
President
and Chief Executive Officer Daniel S. Jaffee said, “During the quarter,
earnings were up compared to the third quarter one year
ago. This growth was achieved despite the continued effects
from reduced distribution of our Cat’s Pride branded cat litters at
Walmart.
“The
Business-to-Business Products Group contributed strongly to earnings
growth in the quarter. A combination of increased unit volume
and sales of high value products in our fluids purification and animal
health groups helped to expand gross profit margins in the quarter to
23.4% from 22.8% in the same quarter one year ago.
“The
diversity of our product portfolio and the markets we serve, have been a
benefit through these difficult economic times. Our business
remains healthy, showing substantial cash generation. In
addition, during the quarter we continued repurchasing Common Stock
through our buyback
program.”
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|||
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Quarterly
Business Review
Net
sales for the Company’s Business-to-Business Products Group were
$57,577,000 and group income was $15,329,000 for the nine
months. Net sales for the quarter were $21,444,000 and group
income was $5,903,000. Net sales and unit volume were up
substantially for fluids purification clays, animal health enterosorbents
and sports field products. Net sales and volume were down for
agricultural chemical carriers due to the continued decline in this
market. Overall costs and expenses for the Group were down in
the quarter.
Net
sales for the Company’s Retail and Wholesale Products Group were
$106,820,000 and group income was $9,101,000 for the nine
months. Net sales for the quarter were $34,815,000 and group
income was $2,769,000. Shipments of Cat’s Pride branded litters
increased as a result of Walmart’s limited reinstatement of those products
that began shipping in the third quarter. Net sales and unit
volume were up for industrial and automotive products.
Financial
Review
Net
cash provided by operations was $20,096,000 for the nine-month period
compared to $8,307,000 for the nine-month period one year
ago. Cash was up substantially primarily due to improvements in
working capital.
Cash,
cash equivalents and short-term investments at April 30, 2010, totaled
$25,638,000. Capital expenditures for the nine-month period
totaled $7,945,000, which was $2,433,000 more than the period’s
depreciation and amortization of $5,512,000.
On
March 11, 2010, 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
June 4, 2010 to stockholders of record at the close of business on May 21,
2010.
At
the third quarter closing price of $20.50 per share and assuming cash
dividends continue at the same rate, the annual yield on the Company’s
Common Stock is 2.9%. The Company has paid cash dividends
continuously since 1974 and has increased dividends annually for the past
six
years.
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During
the quarter the Company repurchased 78,129 shares of Common Stock at an
average price of $19.07 per share. The Company’s current
repurchase authorization has 410,114 shares of Common Stock
remaining.
The
effective tax rate for the first nine months of fiscal 2010 was 29.5%
compared with 27.3% for the same period in fiscal 2009. The
increase in the rate is based upon the Company’s projected level and
composition of income. The percentage of income attributable to
higher margin Business-to-Business products is greater this fiscal year
than last fiscal year.
Looking
Forward
Jaffee
continued, “We are optimistic that current sales trends will continue as
we head into the fourth quarter. Our costs for diesel fuel and
global freight, however, have been on the rise recently and we are now
focused on managing those and other costs that are
increasing.”
###
The Company will
offer a live webcast of the third quarter earnings teleconference on June
9, 2010 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.
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Cat’s
Pride is a registered trademark 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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Consolidated Statements of
Income
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|||||||||||||||||
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(in thousands, except for per
share amounts)
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|||||||||||||||||
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(unaudited)
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|||||||||||||||||
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Third Quarter Ended April
30,
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|||||||||||||||||
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2010
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% of Sales
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2009
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% of Sales
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||||||||||||||
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Net Sales
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$ | 56,259 | 100.0 | % | $ | 58,053 | 100.0 | % | |||||||||
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Cost of
Sales
|
(43,089 | ) | 76.6 | % | (44,833 | ) | 77.2 | % | |||||||||
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Gross
Profit
|
13,170 | 23.4 | % | 13,220 | 22.8 | % | |||||||||||
|
Operating
Expenses
|
(9,369 | ) | 16.7 | % | (9,631 | ) | 16.6 | % | |||||||||
|
Operating
Income
|
3,801 | 6.8 | % | 3,589 | 6.2 | % | |||||||||||
|
Interest
Expense
|
(337 | ) | 0.6 | % | (470 | ) | 0.8 | % | |||||||||
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Other
Income
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251 | 0.4 | % | 301 | 0.5 | % | |||||||||||
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Income Before Income
Taxes
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3,715 | 6.6 | % | 3,420 | 5.9 | % | |||||||||||
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Income
Taxes
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(1,129 | ) | 2.0 | % | (1,004 | ) | 1.7 | % | |||||||||
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Net Income
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$ | 2,586 | 4.6 | % | $ | 2,416 | 4.2 | % | |||||||||
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Net Income Per
Share:
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|||||||||||||||||
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Basic
Common
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$ | 0.39 | $ | 0.37 | |||||||||||||
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Basic Class B
Common
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$ | 0.29 | $ | 0.27 | |||||||||||||
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Diluted
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$ | 0.35 | $ | 0.33 | |||||||||||||
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Average Shares
Outstanding:
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|||||||||||||||||
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Basic
Common
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5,245 | 5,149 | |||||||||||||||
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Basic Class B
Common
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1,897 | 1,880 | |||||||||||||||
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Diluted
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7,309 | 7,187 | |||||||||||||||
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Nine Months Ended April
30,
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|||||||||||||||||
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2010
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% of Sales
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2009
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% of Sales
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||||||||||||||
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Net Sales
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$ | 164,397 | 100.0 | % | $ | 180,311 | 100.0 | % | |||||||||
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Cost of
Sales
|
(126,234 | ) | 76.8 | % | (142,802 | ) | 79.2 | % | |||||||||
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Gross
Profit
|
38,163 | 23.2 | % | 37,509 | 20.8 | % | |||||||||||
|
Operating
Expenses
|
(27,527 | ) | 16.7 | % | (26,711 | ) | 14.8 | % | |||||||||
|
Operating
Income
|
10,636 | 6.5 | % | 10,798 | 6.0 | % | |||||||||||
|
Interest
Expense
|
(1,052 | ) | 0.6 | % | (1,453 | ) | 0.8 | % | |||||||||
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Other
Income
|
407 | 0.2 | % | 330 | 0.2 | % | |||||||||||
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Income Before Income
Taxes
|
9,991 | 6.1 | % | 9,675 | 5.4 | % | |||||||||||
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Income
Taxes
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(2,949 | ) | 1.8 | % | (2,641 | ) | 1.5 | % | |||||||||
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Net Income
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$ | 7,042 | 4.3 | % | $ | 7,034 | 3.9 | % | |||||||||
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Net Income Per
Share*:
|
|||||||||||||||||
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Basic
Common
|
$ | 1.06 | $ | 1.07 | |||||||||||||
|
Basic Class B
Common
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$ | 0.80 | $ | 0.80 | |||||||||||||
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Diluted
|
$ | 0.96 | $ | 0.97 | |||||||||||||
|
Average Shares
Outstanding:
|
|||||||||||||||||
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Basic
Common
|
5,215 | 5,136 | |||||||||||||||
|
Basic Class B
Common
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1,889 | 1,872 | |||||||||||||||
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Diluted
|
7,285 | 7,193 | |||||||||||||||
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Consolidated Balance
Sheets
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|||||||||||
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(in thousands, except for per
share amounts)
|
|||||||||||
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(unaudited)
|
|||||||||||
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As of April
30,
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|||||||||||
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2010
|
2009
|
||||||||||
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Current
Assets
|
|||||||||||
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Cash and Cash
Equivalents
|
$ | 21,639 | $ | 11,680 | |||||||
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Investment in Treasury
Securities
|
3,999 | 3,996 | |||||||||
|
Accounts Receivable,
net
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26,721 | 28,711 | |||||||||
|
Inventories
|
17,390 | 20,136 | |||||||||
|
Prepaid
Expenses
|
6,643 | 6,778 | |||||||||
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Total Current
Assets
|
76,392 | 71,301 | |||||||||
|
Property, Plant and
Equipment
|
61,865 | 58,542 | |||||||||
|
Other
Assets
|
15,282 | 14,261 | |||||||||
|
Total
Assets
|
$ | 153,539 | $ | 144,104 | |||||||
|
Current
Liabilities
|
|||||||||||
|
Current Maturities of Notes
Payable
|
$ | 3,500 | $ | 3,200 | |||||||
|
Accounts
Payable
|
5,974 | 5,887 | |||||||||
|
Dividends
Payable
|
1,003 | 922 | |||||||||
|
Accrued
Expenses
|
15,999 | 14,435 | |||||||||
|
Total Current
Liabilities
|
26,476 | 24,444 | |||||||||
|
Long-Term
Liabilities
|
|||||||||||
|
Notes
Payable
|
14,800 | 18,300 | |||||||||
|
Other Noncurrent
Liabilities
|
18,521 | 9,958 | |||||||||
|
Total Long-Term
Liabilities
|
33,321 | 28,258 | |||||||||
|
Stockholders'
Equity
|
93,742 | 91,402 | |||||||||
|
Total Liabilities and
Stockholders' Equity
|
$ | 153,539 | $ | 144,104 | |||||||
|
Book Value Per Share
Outstanding
|
$ | 13.20 | $ | 13.04 | |||||||
|
Acquisitions
of
|
|||||||||||
|
Property,
Plant and Equipment
|
Third
Quarter
|
$ | 3,127 | $ | 4,925 | ||||||
|
Year to
Date
|
$ | 7,945 | $ | 12,682 | |||||||
|
Depreciation and Amortization
Charges
|
Third
Quarter
|
$ | 1,801 | $ | 1,743 | ||||||
|
Year to
Date
|
$ | 5,512 | $ | 5,427 | |||||||
|
Consolidated Statements of Cash
Flows
|
||||||||
|
(in
thousands)
|
||||||||
|
(unaudited)
|
||||||||
|
For
the Nine Months Ended
|
||||||||
|
April
30,
|
||||||||
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CASH FLOWS FROM OPERATING
ACTIVITIES
|
2010
|
2009
|
||||||
|
Net Income
|
$ | 7,042 | $ | 7,034 | ||||
|
Adjustments to reconcile net
income to net cash
|
||||||||
|
provided by operating
activities:
|
||||||||
|
Depreciation
and Amortization
|
5,512 | 5,427 | ||||||
|
Decrease
in Accounts Receivable
|
2,297 | 2,623 | ||||||
|
Decrease
(Increase) in Inventories
|
405 | (2,392 | ) | |||||
|
Increase
(Decrease) in Accounts Payable
|
1,114 | (1,424 | ) | |||||
|
Increase
(Decrease) in Accrued Expenses
|
1,729 | (1,676 | ) | |||||
|
Other
|
1,997 | (1,285 | ) | |||||
|
Total
Adjustments
|
13,054 | 1,273 | ||||||
|
Net
Cash Provided by Operating Activities
|
20,096 | 8,307 | ||||||
|
CASH FLOWS FROM INVESTING
ACTIVITIES
|
||||||||
|
Capital
Expenditures
|
(7,945 | ) | (12,682 | ) | ||||
|
Net
Dispositions of Investment Securities
|
4,007 | 17,035 | ||||||
|
Other
|
345 | 22 | ||||||
|
Net
Cash (Used in) Provided by Investing Activities
|
(3,593 | ) | 4,375 | |||||
|
CASH FLOWS FROM FINANCING
ACTIVITIES
|
||||||||
|
Principal
payments on Long-Term Debt
|
(3,200 | ) | (5,580 | ) | ||||
|
Dividends
Paid
|
(2,995 | ) | (2,760 | ) | ||||
|
Purchase
of Treasury Stock
|
(2,028 | ) | (656 | ) | ||||
|
Other
|
1,624 | 256 | ||||||
|
Net
Cash Used in Financing Activities
|
(6,599 | ) | (8,740 | ) | ||||
|
Effect of exchange rate changes on
cash and cash equivalents
|
(104 | ) | 890 | |||||
|
Net Increase in Cash and Cash
Equivalents
|
9,800 | 4,832 | ||||||
|
Cash and Cash Equivalents,
Beginning of Year
|
11,839 | 6,848 | ||||||
|
Cash and Cash Equivalents, April
30
|
$ | 21,639 | $ | 11,680 | ||||