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) NOVEMBER 23, 2004
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OIL-DRI CORPORATION OF AMERICA
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(Exact name of registrant as specified in its charter)
DELAWARE 0-8675 36-2048898
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(State or other (Commission File (IRS Employer
jurisdiction of incorporation Number) Identification No.)
410 NORTH MICHIGAN AVENUE
SUITE 400
CHICAGO, ILLINOIS 60611-4213
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(Address of principal executive offices) (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):
[ ] 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 November 23, 2004, Oil-Dri Corporation of America (the "Registrant") issued a
press release announcing its first quarter results of operations for its fiscal
year 2005. 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.
(a) None.
(b) None.
(c) Exhibits
Exhibit
Number DESCRIPTION OF EXHIBITS
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99.1 Press Release of Registrant dated November 23, 2004.
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
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Charles P. Brissman
Vice President and General Counsel
Date: November 24, 2004
EXHIBIT INDEX
Exhibit
Number DESCRIPTION OF EXHIBITS
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99.1 Press Release of Registrant dated November 23, 2004.
Exhibit 99.1
RELEASE: Immediate CONTACT: Kathy Arford
312-706-3274
OIL-DRI REPORTS FIRST QUARTER RESULTS
CHICAGO -November 23, 2004 - Oil-Dri Corporation of America (NYSE: ODC)
announced sales of $44,121,000 for the first quarter ended October 31, 2004,
which are 5% less than sales of $46,292,000 for the first quarter one year ago.
Net income for the quarter was $1,280,000 or $0.22 per diluted share for the
quarter, compared to $1,718,000 or $0.30 per diluted share in the same quarter a
year ago.
FIRST QUARTER REVIEW
President and Chief Executive Officer Daniel S. Jaffee commented, "While sales
and earnings performance for the first quarter were lower than last year's
record first quarter, they were in line with our budgeted plan for the year.
"The company's overall performance was mixed. On the positive side, all aspects
of our Jonny Cat branded cat litter business showed improvement over last year
and, in particular, we are pleased with the acceptance of our Jonny Cat scoop
products into new West Coast grocery and non-foods accounts. Another positive
highlight is the strong performance of our Specialty Products business, which is
up 17% in the quarter. Additionally, our focus on maximizing the value of each
product we ship continued to pay off, resulting in a significant increase in our
overall average sale price.
"On the negative side, our agricultural chemical carriers business was down
substantially from one year ago. Formulators have returned to a more traditional
buying season which starts later in the fall. Despite the disappointing
performance in the first quarter, we do expect our Agsorb carriers business to
return to historical demand levels for the balance of the fiscal year.
"During the quarter, we continued to generate positive operational cash flow,
repurchased Common Stock and, for the second year in a row, increased our
dividend."
BUSINESS REVIEW
Sales for the CONSUMER PRODUCTS GROUP were down 3% for the quarter. An increase
in promotional spending for the Jonny Cat scoop rollout negatively impacted net
sales versus prior year.
A significant investment was made in new Cat's Pride packaging at the end of
fiscal 2004. The new packaging is being rolled out on shelves during the first
half of the fiscal year. We expect our Jonny Cat scoop promotional spending and
our new Cat's Pride packaging to positively impact our sales in the second half
of this fiscal year.
The CROP PRODUCTION AND HORTICULTURAL PRODUCTS GROUP experienced a 53% decrease
in sales for the quarter compared to last year. Unlike the first quarter a year
ago, which saw unusually high sales volume, this quarter's sales of Agsorb
carriers reflect a more traditional startup by formulators. Sales of Pro's
Choice sports field products were slightly down for the quarter as well.
INDUSTRIAL AND AUTOMOTIVE GROUP sales were up 5% in the quarter, due mainly to
increases in per unit selling prices.
Sales for the SPECIALTY PRODUCTS GROUP were up in the quarter 17%. Overall sales
mix in both the U.S. and Latin America contributed to the year over year growth.
Strong bleaching clay sales along with increases in ConditionAde and PelUnite
Plus binder sales in the U.S. contributed positively to the growth.
FINANCIAL REVIEW
On October 7, 2004, Oil-Dri's Board of Directors voted to increase the quarterly
cash dividend to $0.11 per share for the Common Stock, an increase of 10%. The
dividend will be payable on December 10, 2004, to stockholders of record at the
close of business on November 12, 2004. At the October 31, 2004 closing price of
$15.30 per share and assuming cash dividends continue at the same rate, the
annual yield on Common Stock is 2.9%. This is the second year in a row the
dividend has been increased. The company has paid a dividend consistently for 29
years.
During the quarter, the company repurchased 115,400 shares of Common Stock, at
an average price of $15.26 per share.
Cash, cash equivalents and short-term investments at October 31, 2004, totaled
$18,941,000. Operating cash flow for the quarter was a positive $1,028,000.
Capital expenditures for the quarter totaled $1,748,000, which is $178,000 less
than the depreciation and amortization of $1,926,000.
LOOKING FORWARD
Jaffee stated, "Given our July 31, 2005 compliance deadline, we are devoting
significant internal and external resources to our Sarbanes-Oxley Section 404
readiness process. Because we are geographically dispersed and operate in a
decentralized manner, this process may prove to be more costly, challenging and
time consuming compared to similarly-sized public companies without these
characteristics.
"Additionally we are also seeing prices for packaging, freight and other
commodities move upward. We are continuing to improve our manufacturing
efficiencies to offset these increased costs.
"Despite these challenges we feel confident we can deliver our per share
earnings estimate range of $1.20 to $1.30 for fiscal 2005 as our new product
opportunities continue to show promise."
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THE COMPANY WILL OFFER A LIVE WEB CAST OF THE FIRST QUARTER EARNINGS
TELECONFERENCE ON WEDNESDAY, NOVEMBER 24, 2004 AT 10:00 A.M. CST. TO LISTEN TO
THE CALL VIA THE WEB, PLEASE VISIT WWW.STREETEVENTS.COM OR WWW.OILDRI.COM. AN
ARCHIVED RECORDING OF THE CALL AND WRITTEN TRANSCRIPTS OF ALL TELECONFERENCES
ARE POSTED ON THE OIL-DRI WEB SITE.
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OIL-DRI, AGSORB, CAT'S PRIDE, JONNY CAT, CONDITIONADE AND PRO'S CHOICE ARE ALL
REGISTERED TRADEMARKS OF OIL-DRI CORPORATION OF AMERICA. PELUNITE PLUS IS A
TRADEMARK OF OIL-DRI CORPORATION OF AMERICA.
OIL-DRI CORPORATION OF AMERICA IS THE WORLD'S LARGEST MANUFACTURER OF CAT LITTER
AND A LEADING SUPPLIER OF SPECIALTY SORBENT PRODUCTS FOR INDUSTRIAL, AUTOMOTIVE,
AGRICULTURAL, HORTICULTURAL AND SPECIALTY MARKETS.
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, COMPETITIVE FACTORS IN THE
CONSUMER MARKET; THE LEVEL OF SUCCESS IN IMPLEMENTATION OF PRICE INCREASES AND
SURCHARGES; CHANGES IN OVERALL AGRICULTURAL DEMAND; INCREASING REGULATION OF THE
FOOD CHAIN; CHANGES IN THE MARKET CONDITIONS, THE OVERALL ECONOMY, ENERGY
PRICES, 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)
FIRST QUARTER ENDED OCTOBER 31,
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2004 % OF SALES 2003 % OF SALES
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NET SALES $44,121 100.0% $46,292 100.0%
COST OF SALES 34,453 78.1% 35,414 76.5%
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GROSS PROFIT 9,668 21.9% 10,878 23.5%
OPERATING EXPENSES (7,643) -17.3% (8,109) -17.5%
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OPERATING INCOME 2,025 4.6% 2,769 6.0%
INTEREST EXPENSE (442) -1.0% (531) -1.2%
OTHER INCOME (EXPENSE) 135 0.3% 182 0.4%
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INCOME BEFORE INCOME TAXES 1,718 3.9% 2,420 5.2%
INCOME TAXES 438 1.0% 702 1.5%
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NET (LOSS) INCOME $ 1,280 2.9% $1,718 3.7%
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NET (LOSS) INCOME PER SHARE:
BASIC COMMON $0.25 $0.34
BASIC CLASS B COMMON $0.19 $0.25
DILUTED $0.22 $0.30
AVERAGE SHARES OUTSTANDING:
BASIC COMMON 4,053 4,038
BASIC CLASS B COMMON 1,450 1,423
DILUTED 5,949 5,744
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)
AS OF OCTOBER 31,
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2004 2003
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CURRENT ASSETS
CASH, CASH EQUIVALENTS AND INVESTMENTS $ 18,941 $ 10,701
ACCOUNTS RECEIVABLE, NET 23,870 25,505
INVENTORIES 12,958 13,379
PREPAID EXPENSES 8,717 7,886
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TOTAL CURRENT ASSETS 64,486 57,471
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PROPERTY, PLANT AND EQUIPMENT 47,636 48,109
OTHER ASSETS 12,885 17,150
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TOTAL ASSETS $125,007 $122,730
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CURRENT LIABILITIES
CURRENT MATURITIES OF NOTES PAYABLE $1,580 $4,000
ACCOUNTS PAYABLE 4,898 5,385
DIVIDENDS PAYABLE 565 509
ACCRUED EXPENSES 15,287 12,685
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TOTAL CURRENT LIABILITIES 22,330 22,579
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LONG-TERM LIABILITIES
NOTES PAYABLE 23,240 24,900
OTHER NONCURRENT
LIABILITIES 6,769 5,373
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TOTAL LONG-TERM LIABILITIES 30,009 30,273
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STOCKHOLDERS' EQUITY 72,668 69,878
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $125,007 $122,730
====================
BOOK VALUE PER SHARE OUTSTANDING $13.21 $12.80
ADDITIONS TO AND ACQUISITIONS OF
PROPERTY, PLANT AND EQUIPMENT FIRST QUARTER $1,748 $1,040
DEPRECIATION AND AMORTIZATION CHARGES FIRST QUARTER $1,926 $2,082