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 23, 2005
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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 Number) Identification No.)
incorporation)
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 February 23, 2005, Oil-Dri Corporation of America (the "Registrant")
issued a press release announcing its results of operations for the second
quarter and first six months of 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 February 23, 2005.
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: February 24, 2005
EXHIBIT INDEX
Exhibit
NUMBER DESCRIPTION OF EXHIBITS
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99.1 Press Release of Registrant dated February 23, 2005.
Exhibit 99.1
RELEASE:Immediate CONTACT: Ronda J. Williams
312-706-3232
OIL-DRI REPORTS 24% EARNINGS INCREASE ON RECORD SECOND QUARTER Sales
CHICAGO - February 23, 2005 - Oil-Dri Corporation of America
(NYSE: ODC) today reported sales of $49,481,000 for the second
quarter ended January 31, 2005, which are 4% greater than sales
of $47,800,000 in the same quarter one year ago. Net income for
the quarter was $2,146,000 or $0.36 per diluted share, compared
to $1,728,000 or $0.29 per diluted share in the second quarter
last fiscal year.
Net sales for the first six-month period were $93,602,000,
compared to sales of $94,092,000 in the same period one year
ago. Net income for the six-month period was $3,426,000 or $0.57
per diluted share, compared to $3,446,000 or $0.59 per diluted
share last fiscal year.
SECOND QUARTER REVIEW
"Second quarter results were solid and generally in line with our
expectations for the quarter," said Dan Jaffee, President and
Chief Executive Officer. "We are particularly pleased with the
24% quarterly earnings increase despite having spent $505,000
during the quarter in connection with our Sarbanes-Oxley section
404 readiness efforts. The strong results were driven by
increased contribution from both the Specialty Products and
Industrial and Automotive groups. The Crop Production and
Horticultural Products Group remained behind last year but we are
encouraged by quarterly improvements.
"This quarter we received an unfavorable decision in our
long-pending Reno litigation to recover the costs associated with
our attempt to build a new plant in Washoe County, Nev. The
decision had no material impact on the company, as we had written
off those costs in 2002, and we are not appealing this decision."
BUSINESS REVIEW
Sales for the CONSUMER PRODUCTS GROUP were up 3% for the
quarter and flat for the six months. Canadian operations and
the company's co-pack business strongly contributed to the
quarter. Increased trade spending to market the Jonny Cat
scoopable litters and the cost of new package design for
Cat's Pride offset some of the quarter's sales growth.
The CROP PRODUCTION AND HORTICULTURAL PRODUCTS GROUP sales
were down 8% for the quarter and 30% for the six months.
Agsorb carrier sales, though still behind last year, picked
up in the quarter.
The INDUSTRIAL AND AUTOMOTIVE PRODUCTS GROUP sales were up
10% for the quarter and up 7% for the six months. Sales were
up for industrial floor absorbents in the quarter and
synthetic absorbents remain strong throughout the first half.
Freight surcharges were implemented in January to recoup
increased transportation costs.
Sales for the SPECIALTY PRODUCTS GROUP continue to be strong
with an 11% increase for the quarter and 14% for the six
months. Significant growth in international sales of
ConditionAde 200 HPC positively contributed to the group,
along with strong sales of Pure-Flo and Ultra-Clear in
the U.S.
FINANCIAL HIGHLIGHTS
On December 7, 2004, Oil-Dri's Board of Directors declared a
regular quarterly cash dividend of $0.11 per share of Common
Stock. The dividend will be payable on March 18, 2005 to
stockholders of record at the close of business on February 11,
2005. At the January 31, 2005 closing price of $18.40 per share
and assuming cash dividends continue at the same rate, the annual
yield on Common Stock is 2.4%.
- Continued-
During the quarter the company repurchased 116,300 shares of
Common Stock, at an average price of $17.79 per share.
Cash, cash equivalents and short-term investments at January 31,
2005, totaled $20,071,000. Operating cash flow for the first six
months was $5,417,000. Capital expenditures for the first six
month period totaled $3,964,000, which is $142,000 more than the
depreciation and amortization of $3,822,000.
LOOKING FORWARD
Jaffee commented, "As part of our strategy to focus on
operational excellence, we recently announced that Brian Bancroft
has joined the company as Vice President and Chief Procurement
Officer. Bancroft will assess the purchasing needs of our
business and identify how we can better interact with key
suppliers. Ultimately, we hope to implement a purchasing process
that brings best practices into the company and allows us to take
advantage of our economies of scale.
"Despite the fact that we are behind last year's earnings per
share, we continue to remain confident we will deliver $1.20 -
$1.30 earnings per share for fiscal year 2005."
###
THE COMPANY WILL OFFER A LIVE WEB CAST OF THE SECOND QUARTER
EARNINGS TELECONFERENCE ON THURSDAY, FEBRUARY 24, 2005 AT 10:00
A.M. CST. TO LISTEN TO THE CALL VIA THE WEB, PLEASE VISIT
HTTP://WWW.STREETEVENTS.COM OR HTTP://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 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.
JONNY CAT, CAT'S PRIDE, AGSORB, PRO'S CHOICE, CONDITIONADE,
ULTRA-CLEAR AND PURE-FLO ARE REGISTERED TRADEMARKS OF 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, 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)
SECOND QUARTER ENDED JANUARY 31,
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2005 % OF SALES 2004 % OF SALES
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NET SALES $49,481 100.0% $47,800 100.0%
COST OF SALES 37,902 76.6% 36,507 76.4%
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GROSS PROFIT 11,579 23.4% 11,293 23.6%
LOSS ON IMPAIRED LONG-LIVED ASSETS -- -- (464) -1.0%
OPERATING EXPENSES (8,472) -17.1% (8,039) -16.8%
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OPERATING INCOME 3,107 6.3% 2,790 5.8%
INTEREST EXPENSE (453) -0.9% (533) -1.1%
OTHER INCOME 258 0.5% 176 0.4%
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INCOME BEFORE INCOME TAXES 2,912 5.9% 2,433 5.1%
INCOME TAXES 766 1.5% 705 1.5%
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NET INCOME $2,146 4.4% $1,728 3.6%
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NET INCOME PER SHARE:
BASIC COMMON $0.42 $0.34
BASIC CLASS B COMMON $0.31 $0.26
DILUTED $0.36 $0.29
AVERAGE SHARES OUTSTANDING:
BASIC COMMON 4,056 4,022
BASIC CLASS B COMMON 1,451 1,425
DILUTED 5,993 6,000
SIX MONTHS ENDED JANUARY 31,
-----------------------------------------
2005 % OF SALES 2004 % OF SALES
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NET SALES $93,602 100.0% $94,092 100.0%
COST OF SALES 72,355 77.3% 71,921 76.4%
-----------------------------------------
GROSS PROFIT 21,247 22.7% 22,171 23.6%
LOSS ON IMPAIRED LONG-LIVED ASSETS -- -- (464) -0.5%
OPERATING EXPENSES (16,115) -17.2% (16,148) -17.2%
-----------------------------------------
OPERATING INCOME 5,132 5.5% 5,559 5.9%
INTEREST EXPENSE (895) -1.0% (1,064) -1.1%
OTHER INCOME 393 0.4% 358 0.4%
-----------------------------------------
INCOME BEFORE INCOME TAXES 4,630 4.9% 4,853 5.2%
INCOME TAXES 1,204 1.3% 1,407 1.5%
-----------------------------------------
NET INCOME $3,426 3.6% $3,446 3.7%
=========================================
NET INCOME PER SHARE:
BASIC COMMON $0.67 $0.68
BASIC CLASS B COMMON $0.50 $0.51
DILUTED $0.57 $0.59
AVERAGE SHARES OUTSTANDING:
BASIC COMMON 4,054 4,030
BASIC CLASS B COMMON 1,451 1,424
DILUTED 5,972 5,873
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 JANUARY 31,
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2005 2004
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CURRENT ASSETS
CASH, CASH EQUIVALENTS AND INVESTMENTS $20,071 $17,933
ACCOUNTS RECEIVABLE, NET 24,681 27,142
INVENTORIES 13,082 12,361
PREPAID EXPENSES 8,742 7,787
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TOTAL CURRENT ASSETS 66,576 65,223
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PROPERTY, PLANT AND EQUIPMENT 48,205 46,963
OTHER ASSETS 12,348 14,856
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TOTAL ASSETS $127,129 $127,042
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CURRENT LIABILITIES
CURRENT MATURITIES OF NOTES PAYABLE $1,580 $4,000
ACCOUNTS PAYABLE 5,195 5,264
DIVIDENDS PAYABLE 568 512
ACCRUED EXPENSES 15,644 15,029
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TOTAL CURRENT LIABILITIES 22,987 24,805
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LONG-TERM LIABILITIES
NOTES PAYABLE 23,240 24,900
OTHER NONCURRENT LIABILITIES 6,663 5,679
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TOTAL LONG-TERM LIABILITIES 29,903 30,579
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STOCKHOLDERS' EQUITY 74,239 71,658
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $127,129 $127,042
===================
BOOK VALUE PER SHARE OUTSTANDING $13.49 $13.14
ADDITIONS TO AND ACQUISITIONS OF
PROPERTY, PLANT AND EQUIPMENT SECOND QUARTER $2,216 $1,187
YEAR TO DATE $3,964 $2,227
DEPRECIATION AND AMORTIZATION CHARGES SECOND QUARTER $1,896 $2,042
YEAR TO DATE $3,822 $4,124