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) February 22, 2006
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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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0-8675 |
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36-2048898 |
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(State or other jurisdiction of |
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(Commission File |
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(IRS Employer |
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410 North Michigan Avenue |
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Suite 400 |
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Chicago, Illinois |
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60611-4213 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code (312) 321-1515
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(Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 2.02 Results of Operations and Financial Condition.
On February 22, 2006, Oil-Dri Corporation of America (the “Registrant”) issued a press release announcing its results of operations for the second quarter and first half of its fiscal year 2006. 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 Form 8-K, including the exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and it shall not be deemed incorporated by reference into any filing under 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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Description of Exhibits |
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99.1 |
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Press Release of the Registrant dated February 22, 2006. |
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: |
/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: February 23, 2006 |
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Exhibit Index
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Exhibit |
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Description of Exhibits |
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99.1 |
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Press Release of the Registrant dated February 22, 2006. |
Exhibit 99.1
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Release: Immediate |
Contact: |
Ronda J. Williams |
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312-706-3232 |
Oil-Dri Reports Record Second Quarter and
First Half Sales and Improving Trend
CHICAGO – February 22, 2006- Oil-Dri Corporation of America (NYSE: ODC) today announced record second quarter sales of $53,963,000 for the three month period ended January 31, 2006. Sales were 9% greater than sales of $49,481,000 in the same quarter one year ago. Net income for the quarter was $1,867,000 or $0.32 per diluted share, compared with net income of $2,146,000 or $0.36 per diluted share in the second quarter one year ago.
Net sales for the first six-month period were a record $101,752,000 compared with sales of $93,602,000 in the same period one year ago. Net income for the six-month period was $2,895,000 or $0.50 per diluted share, compared with net income of $3,426,000 or $0.57 per diluted share last fiscal year.
In the first quarter, the Company recorded non-recurring income of $0.05 per diluted share from the sale of water rights owned in northern Nevada. These non-strategic assets were sold to an unaffiliated party in August 2005. There were no non-recurring items in the second quarter.
SECOND QUARTER REVIEW
Dan Jaffee, President and CEO stated, “We are quite pleased with our second quarter results as they reflect an improving trend in our overall business. Quarterly results demonstrate the company’s progress in rebuilding our profit margins after the unprecedented increase in energy and other costs following hurricanes Katrina and Rita. This trend is especially apparent as compared to the first quarter results of this fiscal year. The business is strong and showing growth in both existing and new accounts. Margins are improving over those of the previous quarter.
“We have been able to raise prices to help offset some of the energy cost increases, which have now leveled off but are nearly double since last year. Additional price increases are scheduled in the second half of the year, which should further improve our profit margins.
“We saw sales growth in our fluids purification, agricultural carriers and scoopable cat litters, all of which are value added products.”
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BUSINESS REVIEW |
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Sales for the Company’s Business-to-Business Group were $18,298,000 up 11% for the second quarter and $35,109,000 up 15% for the first half. Group income was $4,157,000 up 10% for the quarter. Sales increases were realized over several product lines including co-packaged cat litters, Pure-Flo bleaching clays, Agsorb carriers, and ConditionAde binders. A combination of increased sales, price increases and product mix contributed to positive group income. This group continues to face increased manufacturing expense associated with higher energy costs. |
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Sales for the Company’s Retail and Wholesale Group were $35,665,000 up 8% in the second quarter and $66,643,000 up 6% for the first half. Group income was $2,284,000 down 34% for the quarter. Sales increases for both branded scoopable litters, Cat’s Pride and Jonny Cat, were higher over last year due to price and volume increases. Private label accounts also contributed to increased sales from new distribution in the non-grocery segment. Industrial and automotive absorbent sales enjoyed sales increases but losses in gross profit. The Group’s inability to pass on most of the higher manufacturing, packaging and transportation costs associated with energy continues to impact margins for the group. The group is obtaining price increases but they are being absorbed by cost increases. |
FINANCIAL HIGHLIGHTS
On December 6, 2005, Oil-Dri’s Board of Directors declared a regular quarterly cash dividend of $0.12 per share of the Company’s Common Stock. The dividend will be payable on March 17, 2006 to stockholders of record at the close of business on February 10, 2006. At the January 31, 2006 closing price of $17.62 per share and assuming cash dividends continue at the same rate, the annual yield on Common Stock is 2.7%.
During the quarter the Company repurchased 102,200 shares of Common Stock at the average price of $17.87 per share.
Cash, cash equivalents and short-term investments at January 31, 2006, totaled $29,485,000. Operating cash flow for the six-month period was $455,000. Capital expenditures for the six-month period totaled $4,624,000, which is $1,017,000 more than the depreciation and amortization of $3,607,000.
On December 16, 2005, the Company sold at face value $15,000,000 of senior unsecured notes. The notes have a final maturity of ten-years and bear interest at 5.89% per annum. The proceeds of the sale may be used to fund future principal payments of the Company’s debt, acquisitions, stock repurchases, capital expenditures and for working capital purposes.
The Company has provided historical financial data on its two operating segments for fiscal 2005, which is included in this quarter’s earnings release.
FORWARD OUTLOOK
Jaffee stated, “We are optimistic about the financial results for the second half of the fiscal year. While we still face energy cost pressures on our cost of goods, further price increases and new business will help to rebuild our profit margins.
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The Company will offer a live web cast of the second quarter earnings teleconference on February 23, 2006, at 10a.m. CT. To listen to the call via the web, please visit www.streetevents.com or www.oildri.com. An archived recording of the call and written transcripts of all teleconferences are posted on the Oil-Dri web site.
Oil-Dri Corporation of America is a leading supplier of specialty sorbent products for industrial, automotive, agricultural, horticultural, animal health and fluids purification and other specialty markets and is the world’s largest manufacturer of cat litter
Pure-Flo, Agsorb, ConditionAde, Cat’s Pride and Jonny Cat are all registered trademarks of the Oil-Dri Corporation of America.
This release contains certain forward-looking statements regarding the Company’s expected performance for future periods, and actual results for such periods might materially differ. Such forward-looking statements are subject to uncertainties which include, but are not limited to, intense competition from much larger organizations in the consumer market; the level of success in implementation of price increases and surcharges; increasing acceptance of genetically modified and treated seed and other changes in overall agricultural demand; increasing regulation of the food chain; changes in the market conditions, the overall economy, volatility in the price and availability of natural gas, fuel oil and other energy sources, and other factors detailed from time to time in the Company’s annual report and other reports filed with the Securities and Exchange Commission.
O I L - D R I C O R P O R A T I O N O F A M E R I C A
Consolidated Statements of Income
(in thousands, except for per share amounts)
(unaudited)
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Second Quarter Ended January 31, |
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2006 |
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% of Sales |
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2005 |
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% of Sales |
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Net Sales |
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$ |
53,963 |
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100.0 |
% |
$ |
49,481 |
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100.0 |
% |
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Cost of Sales |
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43,395 |
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80.4 |
% |
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37,902 |
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76.6 |
% |
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Gross Profit |
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10,568 |
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19.6 |
% |
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11,579 |
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23.4 |
% |
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Operating Expenses |
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(7,742 |
) |
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-14.3 |
% |
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(8,472 |
) |
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-17.1 |
% |
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Operating Income |
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2,826 |
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5.2 |
% |
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3,107 |
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6.3 |
% |
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Interest Expense |
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(539 |
) |
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-1.0 |
% |
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(453 |
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-0.9 |
% |
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Other Income |
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262 |
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0.5 |
% |
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258 |
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0.5 |
% |
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Income Before Income Taxes |
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2,549 |
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4.7 |
% |
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2,912 |
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5.9 |
% |
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Income Taxes |
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682 |
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1.3 |
% |
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766 |
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1.5 |
% |
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Net Income |
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$ |
1,867 |
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3.5 |
% |
$ |
2,146 |
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4.4 |
% |
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Net Income Per Share: |
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Basic Common |
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$ |
0.37 |
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$ |
0.42 |
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Basic Class B Common |
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$ |
0.27 |
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$ |
0.31 |
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Diluted |
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$ |
0.32 |
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$ |
0.36 |
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Average Shares Outstanding: |
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Basic Common |
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4,006 |
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4,056 |
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Basic Class B Common |
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1,458 |
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1,451 |
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Diluted |
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5,805 |
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5,993 |
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Six Months Ended January 31, |
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2006 |
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% of Sales |
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2005 |
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% of Sales |
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Net Sales |
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$ |
101,752 |
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100.0 |
% |
$ |
93,602 |
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100.0 |
% |
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Cost of Sales |
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82,757 |
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81.3 |
% |
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72,355 |
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77.3 |
% |
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Gross Profit |
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18,995 |
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18.7 |
% |
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21,247 |
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22.7 |
% |
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Gain on Sale of Long-Lived Assets |
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415 |
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0.4 |
% |
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— |
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— |
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Operating Expenses |
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(15,001 |
) |
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-14.7 |
% |
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(16,115 |
) |
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-17.2 |
% |
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Operating Income |
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4,409 |
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4.3 |
% |
|
5,132 |
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5.5 |
% |
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Interest Expense |
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(969 |
) |
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-1.0 |
% |
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(895 |
) |
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-1.0 |
% |
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Other Income |
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512 |
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0.5 |
% |
|
393 |
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0.4 |
% |
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Income Before Income Taxes |
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3,952 |
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3.9 |
% |
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4,630 |
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4.9 |
% |
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Income Taxes |
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|
1,057 |
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1.0 |
% |
|
1,204 |
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1.3 |
% |
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Net Income |
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$ |
2,895 |
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|
2.8 |
% |
$ |
3,426 |
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3.6 |
% |
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Net Income Per Share: |
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Basic Common |
|
$ |
0.57 |
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$ |
0.67 |
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Basic Class B Common |
|
$ |
0.43 |
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$ |
0.50 |
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Diluted |
|
$ |
0.50 |
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|
$ |
0.57 |
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Average Shares Outstanding: |
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|
Basic Common |
|
|
4,003 |
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|
|
|
|
4,054 |
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Basic Class B Common |
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|
1,458 |
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|
|
|
|
1,451 |
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Diluted |
|
|
5,810 |
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|
|
|
|
5,972 |
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O I L - D R I C O R P O R A T I O N O F A M E R I C A
Consolidated Balance Sheets
(in thousands, except for per share amounts)
(unaudited)
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As of January 31, |
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2006 |
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2005 |
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Current Assets |
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Cash, Cash Equivalents and Investments |
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$ |
29,485 |
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$ |
20,071 |
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Accounts Receivable, net |
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28,165 |
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|
24,681 |
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Inventories |
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15,444 |
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|
13,082 |
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Prepaid Expenses |
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8,514 |
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8,742 |
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Total Current Assets |
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81,608 |
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66,576 |
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Property, Plant and Equipment |
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48,618 |
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48,205 |
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Other Assets |
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12,916 |
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12,348 |
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Total Assets |
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$ |
143,142 |
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$ |
127,129 |
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Current Liabilities |
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Current Maturities of Notes Payable |
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$ |
3,080 |
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$ |
1,580 |
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Accounts Payable |
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|
6,158 |
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|
5,195 |
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Dividends Payable |
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|
608 |
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|
568 |
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Accrued Expenses |
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|
14,951 |
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15,644 |
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Total Current Liabilities |
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24,797 |
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|
22,987 |
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Long-Term Liabilities |
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Notes Payable |
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|
35,160 |
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|
23,240 |
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Other Noncurrent Liabilities |
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|
7,850 |
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|
6,663 |
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|
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|
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Total Long-Term Liabilities |
|
|
43,010 |
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|
29,903 |
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Stockholders’ Equity |
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|
75,335 |
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|
74,239 |
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|
Total Liabilities and Stockholders’ Equity |
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$ |
143,142 |
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$ |
127,129 |
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Book Value Per Share Outstanding |
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|
$ |
13.80 |
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$ |
13.49 |
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Additions to and Acquisitions of Property, Plant and Equipment |
Second Quarter |
|
$ |
1,589 |
|
$ |
2,216 |
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Year to Date |
|
$ |
4,624 |
|
$ |
3,964 |
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Depreciation and Amortization Charges |
Second Quarter |
|
$ |
1,810 |
|
$ |
1,896 |
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Year to Date |
|
$ |
3,607 |
|
$ |
3,822 |
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O I L - D R I C O R P O R A T I O N O F A M E R I C A
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
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For the Six Months Ended |
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||||
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2006 |
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2005 |
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CASH FLOWS FROM OPERATING ACTIVITIES |
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|
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|
Net Income |
|
$ |
2,895 |
|
$ |
3,426 |
|
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and Amortization |
|
|
3,607 |
|
|
3,822 |
|
|
(Increase) in Accounts Receivable |
|
|
(4,711) |
|
|
(614) |
|
|
(Increase) in Inventories |
|
|
(2,758) |
|
|
(684) |
|
|
Increase in Accounts Payable |
|
|
1,030 |
|
|
21 |
|
|
Increase (Decrease) in Accrued Expenses |
|
|
1,283 |
|
|
(1,098) |
|
|
Other |
|
|
(891) |
|
|
786 |
|
|
|
|
|
|
|
|
|
|
|
Total Adjustments |
|
|
(2,440) |
|
|
2,233 |
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provided by Operating Activities |
|
|
455 |
|
|
5,659 |
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
|
Capital Expenditures |
|
|
(4,624) |
|
|
(3,964) |
|
|
Other |
|
|
(7,894) |
|
|
1,559 |
|
|
|
|
|
|
|
|
|
|
|
Net Cash Used in Investing Activities |
|
|
(12,518) |
|
|
(2,405) |
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
Principal payments on Long-Term Debt |
|
|
(80) |
|
|
(2,580) |
|
|
Dividends Paid |
|
|
(1,165) |
|
|
(1,079) |
|
|
Purchase of Treasury Stock |
|
|
(1,826) |
|
|
(3,947) |
|
|
Proceeds from Issuance of Long-Term Debt |
|
|
15,000 |
|
|
— |
|
|
Other |
|
|
1,307 |
|
|
2,923 |
|
|
|
|
|
|
|
|
|
|
|
Net Cash Provide by (Used in) Financing Activities |
|
|
13,236 |
|
|
(4,683) |
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on Cash and Cash Equivalents |
|
|
(245) |
|
|
(242) |
|
|
Net Increase (Decrease) in Cash and Cash Equivalents |
|
|
928 |
|
|
(1,671) |
|
|
Cash and Cash Equivalents, Beginning of Year |
|
|
5,945 |
|
|
6,348 |
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents, January 31 |
|
$ |
6,873 |
|
$ |
4,677 |
|
|
|
|
|
|
|
|
|
|
OIL-DRI CORPORATION OF AMERICA
TWO OPERATING SEGMENT PRESENTATION FY05
|
|
|
Three Months Ended |
|
Year Ended |
|
||||||||||||||||||||||||||
|
|
|
|
|
|
|
||||||||||||||||||||||||||
|
|
|
October 31, 2004 |
|
January 31, 2005 |
|
April 30, 2005 |
|
July 31, 2005 |
|
July 31, 2005 |
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||
|
|
|
|
Net Sales |
|
|
Income |
|
|
Net Sales |
|
|
Income |
|
|
Net Sales |
|
|
Income |
|
|
Net Sales |
|
|
Income |
|
|
Net Sales |
|
|
Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands) |
|
||||||||||||||||||||||||||||
|
Retail and Wholesale Products |
|
$ |
30,180 |
|
$ |
2,485 |
|
$ |
32,973 |
|
$ |
3,461 |
|
$ |
30,418 |
|
$ |
2,440 |
|
$ |
31,499 |
|
$ |
3,161 |
|
$ |
125,070 |
|
$ |
11,547 |
|
|
Business to Business Products |
|
|
13,941 |
|
|
2,977 |
|
|
16,508 |
|
|
3,783 |
|
|
17,831 |
|
|
3,648 |
|
|
14,518 |
|
|
2,932 |
|
|
62,798 |
|
|
13,340 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Sales/Operating Income |
|
|
44,121 |
|
|
5,462 |
|
|
49,481 |
|
|
7,244 |
|
|
48,249 |
|
|
6,088 |
|
|
46,017 |
|
|
6,093 |
|
|
187,868 |
|
|
24,887 |
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate |
|
|
|
|
|
3,387 |
|
|
|
|
|
3,988 |
|
|
|
|
|
3,063 |
|
|
|
|
|
4,222 |
|
|
|
|
|
14,660 |
|
|
Interest |
|
|
|
|
|
357 |
|
|
|
|
|
344 |
|
|
|
|
|
311 |
|
|
|
|
|
283 |
|
|
|
|
|
1,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before Income Taxes |
|
|
|
|
|
1,718 |
|
|
|
|
|
2,912 |
|
|
|
|
|
2,714 |
|
|
|
|
|
1,588 |
|
|
|
|
|
8,932 |
|
|
Income Taxes |
|
|
|
|
|
438 |
|
|
|
|
|
766 |
|
|
|
|
|
742 |
|
|
|
|
|
446 |
|
|
|
|
|
2,392 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income |
|
|
|
|
$ |
1,280 |
|
|
|
|
$ |
2,146 |
|
|
|
|
$ |
1,972 |
|
|
|
|
$ |
1,142 |
|
|
|
|
$ |
6,540 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|