UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended ~~April 30,~~October 31, 2022


☐			Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _____________ to ______________

Commission File Number 001-12622

OIL-DRI CORPORATION OF AMERICA

(Exact name of the registrant as specified in its charter)

Delaware 36-2048898

(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

410 North Michigan Avenue, Suite 400 60611-4213

Chicago, Illinois (Zip Code)

(Address of principal executive offices)

The registrant's telephone number, including area code: (312) 321-1515

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for at least the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer o

Accelerated Filer x

Non-accelerated Filer o

Smaller Reporting Company x

Emerging Growth Company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.10 per share	ODC	New York Stock Exchange

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of ~~April 30,~~October 31, 2022.

Common Stock – ~~5,147,400~~5,108,320 Shares and Class B Stock – 2,045,415 Shares

CONTENTS



	PART I – FINANCIAL INFORMATION
		Page
Item 1:	Financial Statements	3

Item 2:	Management’s Discussion and Analysis of Financial Condition and Results Of Operations	2420



Item 4:	Controls and Procedures	3325

	PART II – OTHER INFORMATION

Item 1A:	Risk Factors	3426

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	3526

Item 4:	Mine Safety Disclosures	3526

~~Item 5:~~	~~Other Information~~	35

Item 6:	Exhibits	3627

	Signatures	3728

FORWARD-LOOKING STATEMENTS

Certain statements in this report, including, but not limited to, those under the heading “Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations”~~Operations,” and those statements elsewhere in this report and other documents that we file with the Securities and Exchange Commission (“SEC”), contain forward-looking statements that are based on 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 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,” “may,” “assume,” “potential,” “strive,” and 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, those described herein and in Item 1A, ~~Risk Factors,~~"Risk Factors", in our Annual Report on Form 10-K for the fiscal year ended July 31, ~~2021~~2022, and from time to time in our filings with the SEC. Should one or more of these or other risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, intended, expected, believed, estimated, projected or planned. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. 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 report, whether as a result of new information, future events, changes in assumptions or otherwise.

TRADEMARK NOTICE

“Oil-Dri” and “Ultra-Clear” are registered trademarks of Oil-Dri Corporation of America.

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

OIL-DRI CORPORATION OF AMERICA

Condensed Consolidated Balance Sheet

(in thousands, except for share and per share amounts)


		(unaudited)					(unaudited)
ASSETS	ASSETS	April 30, 2022		July 31, 2021		ASSETS	October 31, 2022		July 31, 2022
Current Assets	Current Assets					Current Assets
Cash and cash equivalents	Cash and cash equivalents	$	22,825	$	24,591	Cash and cash equivalents	$	10,470	$	16,298
Accounts receivable, less allowance of $1,149 and $1,174 at April 30, 2022 and July 31, 2021, respectively		43,287		40,923
Inventories		34,951		23,598
Accounts receivable, less allowance of $882 and $922 at October 31, 2022 and July 31, 2022, respectively						Accounts receivable, less allowance of $882 and $922 at October 31, 2022 and July 31, 2022, respectively	53,062		51,683
Inventories, net						Inventories, net	40,419		35,562
Prepaid repairs	Prepaid repairs	6,150		6,088		Prepaid repairs	8,019		7,474
Prepaid expenses and other assets	Prepaid expenses and other assets	6,489		6,742		Prepaid expenses and other assets	2,366		3,664
Total Current Assets	Total Current Assets	113,702		101,942		Total Current Assets	114,336		114,681

Property, Plant and Equipment	Property, Plant and Equipment					Property, Plant and Equipment
Cost	Cost	276,396		274,825		Cost	287,546		283,240
Less accumulated depreciation and amortization	Less accumulated depreciation and amortization	(174,166)		(178,885)		Less accumulated depreciation and amortization	(177,891)		(175,374)
Total Property, Plant and Equipment, Net	Total Property, Plant and Equipment, Net	102,230		95,940		Total Property, Plant and Equipment, Net	109,655		107,866

Other Assets	Other Assets					Other Assets
Goodwill	Goodwill	3,618		9,262		Goodwill	3,618		3,618
Other intangibles, net of accumulated amortization of $497 and $385 at April 30, 2022 and July 31, 2021, respectively		1,473		1,743
Customer list, net of accumulated amortization of $7,536 and $7,321 at April 30, 2022 and July 31, 2021, respectively		249		464
Trademarks and patents, net of accumulated amortization of $527 and $524 at October 31, 2022 and July 31, 2022, respectively						Trademarks and patents, net of accumulated amortization of $527 and $524 at October 31, 2022 and July 31, 2022, respectively	1,465		1,445
Customer list, net of accumulated amortization of $7,647 and $7,608 at October 31, 2022 and July 31, 2022, respectively						Customer list, net of accumulated amortization of $7,647 and $7,608 at October 31, 2022 and July 31, 2022, respectively	138		177
Deferred income taxes	Deferred income taxes	3,410		2,096		Deferred income taxes	3,509		3,677
Operating lease right-of-use assets	Operating lease right-of-use assets	9,934		8,619		Operating lease right-of-use assets	10,027		10,601
Other	Other	6,836		7,500		Other	6,365		7,546
Total Other Assets	Total Other Assets	25,520		29,684		Total Other Assets	25,122		27,064

Total Assets	Total Assets	$	241,452	$	227,566	Total Assets	$	249,113	$	249,611

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

OIL-DRI CORPORATION OF AMERICA

Condensed Consolidated Balance Sheet (continued)

(in thousands, except for share and per share amounts)


		(unaudited)					(unaudited)
LIABILITIES & STOCKHOLDERS’ EQUITY	LIABILITIES & STOCKHOLDERS’ EQUITY	April 30, 2022		July 31, 2021		LIABILITIES & STOCKHOLDERS’ EQUITY	October 31, 2022		July 31, 2022
Current Liabilities	Current Liabilities					Current Liabilities
Current maturities of notes payable	Current maturities of notes payable	$	1,000	$	1,000	Current maturities of notes payable	$	1,000	$	1,000
Accounts payable	Accounts payable	10,099		9,206		Accounts payable	12,088		13,401
Dividends payable	Dividends payable	1,845		1,865		Dividends payable	1,860		1,851
Operating lease liabilities	Operating lease liabilities	1,766		2,036		Operating lease liabilities	2,008		2,178
Accrued expenses	Accrued expenses	26,697		24,883		Accrued expenses	28,336		30,085
Total Current Liabilities	Total Current Liabilities	41,407		38,990		Total Current Liabilities	45,292		48,515

Noncurrent Liabilities	Noncurrent Liabilities					Noncurrent Liabilities
Notes payable, net of unamortized debt issuance costs of $212 and $122 at April 30, 2022 and July 31, 2021, respectively		32,788		7,878
Notes payable, net of unamortized debt issuance costs of $200 and $202 at October 31, 2022 and July 31, 2022, respectively						Notes payable, net of unamortized debt issuance costs of $200 and $202 at October 31, 2022 and July 31, 2022, respectively	31,800		31,798
Deferred compensation	Deferred compensation	4,926		4,370		Deferred compensation	4,159		4,559
Pension and postretirement benefits	Pension and postretirement benefits	3,919		4,922		Pension and postretirement benefits	616		798
Long-term operating lease liabilities	Long-term operating lease liabilities	9,552		8,022		Long-term operating lease liabilities	9,334		9,749
Other	Other	3,105		4,152		Other	3,884		3,843
Total Noncurrent Liabilities	Total Noncurrent Liabilities	54,290		29,344		Total Noncurrent Liabilities	49,793		50,747

Total Liabilities	Total Liabilities	95,697		68,334		Total Liabilities	95,085		99,262

Stockholders’ Equity	Stockholders’ Equity					Stockholders’ Equity
Common Stock, par value $.10 per share, issued 8,682,968 shares at April 30, 2022 and 8,561,311 shares at July 31, 2021		868		856
Class B Stock, par value $.10 per share, issued 2,397,056 shares at April 30, 2022 and 2,397,056 shares at July 31, 2021		240		240
Common Stock, par value $.10 per share, issued 8,725,618 shares at October 31, 2022 and 8,686,768 shares at July 31, 2022						Common Stock, par value $.10 per share, issued 8,725,618 shares at October 31, 2022 and 8,686,768 shares at July 31, 2022	872		868
Class B Stock, par value $.10 per share, issued 2,397,056 shares at October 31, 2022 and 2,397,056 shares at July 31, 2022						Class B Stock, par value $.10 per share, issued 2,397,056 shares at October 31, 2022 and 2,397,056 shares at July 31, 2022	240		240
Additional paid-in capital	Additional paid-in capital	51,117		48,271		Additional paid-in capital	53,385		52,467
Retained earnings	Retained earnings	175,368		180,443		Retained earnings	182,135		178,754
Noncontrolling interest	Noncontrolling interest	(362)		(307)		Noncontrolling interest	(380)		(369)
Accumulated Other Comprehensive Loss:	Accumulated Other Comprehensive Loss:					Accumulated Other Comprehensive Loss:

Pension and postretirement benefits	Pension and postretirement benefits	(4,349)		(4,428)		Pension and postretirement benefits	(2,250)		(2,242)
Cumulative translation adjustment	Cumulative translation adjustment	124		311		Cumulative translation adjustment	(326)		59
Total Accumulated Other Comprehensive Loss	Total Accumulated Other Comprehensive Loss	(4,225)		(4,117)		Total Accumulated Other Comprehensive Loss	(2,576)		(2,183)
Less Treasury Stock, at cost (3,535,568 Common and 351,641 Class B shares at April 30, 2022 and 3,192,702 Common and 346,491 Class B shares at July 31, 2021)		(77,251)		(66,154)
Less Treasury Stock, at cost (3,617,298 Common and 351,641 Class B shares at October 31, 2022 and 3,609,938 Common and 351,641 Class B shares at July 31, 2022)						Less Treasury Stock, at cost (3,617,298 Common and 351,641 Class B shares at October 31, 2022 and 3,609,938 Common and 351,641 Class B shares at July 31, 2022)	(79,648)		(79,428)
Total Stockholders’ Equity	Total Stockholders’ Equity	145,755		159,232		Total Stockholders’ Equity	154,028		150,349

Total Liabilities & Stockholders’ Equity	Total Liabilities & Stockholders’ Equity	$	241,452	$	227,566	Total Liabilities & Stockholders’ Equity	$	249,113	$	249,611

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

OIL-DRI CORPORATION OF AMERICA

Condensed Consolidated Statements of Operations

(in thousands, except for per share amounts)


		(unaudited)					(unaudited)
		For the Nine Months Ended April 30,					For the Three Months Ended October 31,
		2022		2021			2022		2021

Net Sales	Net Sales	$	255,431	$	226,852	Net Sales	$	98,539	$	82,460
Cost of Sales ~~(1)~~	Cost of Sales ~~(1)~~	(210,397)		(176,417)		Cost of Sales ~~(1)~~	(76,229)		(68,642)
Gross Profit	Gross Profit	45,034		50,435		Gross Profit	22,310		13,818
Selling, General and Administrative Expenses ~~(1)~~	Selling, General and Administrative Expenses ~~(1)~~	(41,054)		(39,083)		Selling, General and Administrative Expenses ~~(1)~~	(15,741)		(13,373)
Loss on Impairment of Goodwill		(5,644)		—
(Loss) Income from Operations		(1,664)		11,352

Other (Expense) Income
Income from Operations						Income from Operations	6,569		445

Other Income (Expense)						Other Income (Expense)
Interest expense	Interest expense	(868)		(542)		Interest expense	(364)		(177)
Interest income	Interest income	26		54		Interest income	56		9
Other, net	Other, net	1,734		1,210		Other, net	176		433
Total Other Income, Net		892		722
Total Other (Expense) Income, Net						Total Other (Expense) Income, Net	(132)		265

(Loss) Income Before Income Taxes		(772)		12,074
Income Tax Benefit (Expense)		1,195		(1,651)
Income Before Income Taxes						Income Before Income Taxes	6,437		710
Income Tax Expense						Income Tax Expense	(1,207)		(115)
Net Income	Net Income	423		10,423		Net Income	5,230		595
Net Loss Attributable to Noncontrolling Interest		(55)		(87)
Net (Loss) Income Attributable to Noncontrolling Interest						Net (Loss) Income Attributable to Noncontrolling Interest	(11)		10
Net Income Attributable to Oil-Dri	Net Income Attributable to Oil-Dri	$	478	$	10,510	Net Income Attributable to Oil-Dri	$	5,241	$	585

Net Income Per Share	Net Income Per Share					Net Income Per Share
Basic Common	Basic Common	$	0.06	$	1.52	Basic Common	$	0.80	$	0.08
Basic Class B Common	Basic Class B Common	$	0.05	$	1.14	Basic Class B Common	$	0.60	$	0.07
Diluted Common	Diluted Common	$	0.06	$	1.49	Diluted Common	$	0.78	$	0.08
Diluted Class B Common	Diluted Class B Common	$	0.05	$	1.11	Diluted Class B Common	$	0.59	$	0.06
Average Shares Outstanding	Average Shares Outstanding					Average Shares Outstanding
Basic Common	Basic Common	5,042		5,144		Basic Common	4,804		5,113
Basic Class B Common	Basic Class B Common	1,933		1,928		Basic Class B Common	1,942		1,921
Diluted Common(1)	Diluted Common(1)	5,153		5,256		Diluted Common(1)	4,913		5,237
Diluted Class B Common	Diluted Class B Common	1,963		1,969		Diluted Class B Common	1,963		1,967
Dividends Declared Per Share	Dividends Declared Per Share					Dividends Declared Per Share
Basic Common	Basic Common	$	0.8100	$	0.7800	Basic Common	$	0.2800	$	0.2700
Basic Class B Common	Basic Class B Common	$	0.6075	$	0.5850	Basic Class B Common	$	0.2100	$	0.2025

(1) ~~See Note 1~~The effect of Basic Common potential common stock equivalents related to non-vested restricted stock of 6 thousand shares was excluded from the ~~Notes to~~computation of average diluted shares outstanding for the ~~unaudited Condensed Consolidated Financial Statements for further information about amounts included in this line item.~~

three months ended October 31, 2022 as inclusion would have been anti-dilutive.

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

OIL-DRI CORPORATION OF AMERICA

Condensed Consolidated Statements of Comprehensive Income

(in ~~thousands of dollars)~~thousands)


		(unaudited)					(unaudited)
		For the Nine Months Ended April 30,					For the Three Months Ended October 31,
		2022		2021			2022		2021

Net Income Attributable to Oil-Dri	Net Income Attributable to Oil-Dri	$	478	$	10,510	Net Income Attributable to Oil-Dri	$	5,241	$	585

Other Comprehensive (Loss) Income:	Other Comprehensive (Loss) Income:					Other Comprehensive (Loss) Income:

Pension and postretirement benefits (net of tax)	Pension and postretirement benefits (net of tax)	79		494		Pension and postretirement benefits (net of tax)	(8)		27
Cumulative translation adjustment	Cumulative translation adjustment	(187)		520		Cumulative translation adjustment	(385)		(34)
Other Comprehensive (Loss) Income		(108)		1,014
Other Comprehensive Loss						Other Comprehensive Loss	(393)		(7)
Total Comprehensive Income	Total Comprehensive Income	$	370	$	11,524	Total Comprehensive Income	$	4,848	$	578

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

~~OIL-DRI CORPORATION OF AMERICA~~

~~Condensed Consolidated Statements of Operations~~

~~(in thousands, except for per share amounts)~~

(unaudited)
For the Three Months Ended April 30,
2022 2021
Net Sales $ 85,761 $ 76,255
Cost of Sales (1) (70,131) (61,289)
Gross Profit 15,630 14,966
Selling, General and Administrative Expenses (1) (14,013) (13,035)
Loss on Impairment of Goodwill (5,644) —
(Loss) Income from Operations (4,027) 1,931
Other (Expense) Income
Interest expense (378) (186)
Interest income 9 14
Other, net 544 403
Total Other Income, Net 175 231
(Loss) Income Before Income Taxes (3,852) 2,162
Income Tax Benefit 1,719 24
Net (Loss) Income (2,133) 2,186
Net Loss Attributable to Noncontrolling Interest (24) (41)
Net (Loss) Income Attributable to Oil-Dri $ (2,109) $ 2,227
Net (Loss) Income Per Share
Basic Common $ (0.32) $ 0.32
Basic Class B Common $ (0.24) $ 0.24
Diluted Common $ (0.32) $ 0.32
Diluted Class B Common $ (0.24) $ 0.24
Average Shares Outstanding (2)
Basic Common 4,932 5,133
Basic Class B Common 1,939 1,925
Diluted Common 4,932 5,242
Diluted Class B Common 1,939 1,965
Dividends Declared Per Share
Basic Common $ 0.2700 $ 0.2600
Basic Class B Common $ 0.2025 $ 0.1950

~~(1) See Note 1 of the Notes to the unaudited Condensed Consolidated Financial Statements for further information about amounts included in this line item.~~

(2) The effect of Basic Common and Basic Class B Common potential common stock equivalents related to non-vested restricted stock of 101 and 19, respectively, were excluded from the computation of average diluted shares outstanding for the three months ended April 30, 2022 as inclusion would have been anti-dilutive.

~~The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.~~

~~OIL-DRI CORPORATION OF AMERICA~~

~~Condensed Consolidated Statements of Comprehensive (Loss) Income~~

~~(in thousands of dollars)~~

(unaudited)
For the Three Months Ended April 30,
2022 2021
Net (Loss) Income Attributable to Oil-Dri $ (2,109) $ 2,227
Other Comprehensive (Loss) Income:
Pension and postretirement benefits (net of tax) 26 165
Cumulative translation adjustment (93) 112
Other Comprehensive (Loss) Income (67) 277
Total Comprehensive (Loss) Income $ (2,176) $ 2,504

~~The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.~~

OIL-DRI CORPORATION OF AMERICA

Consolidated Statements of Stockholders' Equity

(in thousands, except share amounts)

For the Three Months Ended April 30
(unaudited)
Number of Shares
Common
& Class B
Stock Treasury
Stock Common
& Class B
Stock Additional
Paid-In
Capital Retained
Earnings Treasury
Stock Accumulated
Other
Comprehensive
Loss Non-Controlling Interest Total
Stockholders’
Equity
Balance, January 31, 2021 10,937,617 (3,507,783) $ 1,094 $ 46,890 $ 181,265 $ (65,071) $ (11,517) $ (220) $ 152,441
Net Income (Loss) — — — — 2,227 — — (41) 2,186
Other Comprehensive Income — — — — — — 277 — 277
Dividends Declared — — — — (1,789) — — — (1,789)
Purchases of Treasury Stock — (21,159) — — — (736) — — (736)
Net issuance of stock under long-term incentive plans 5,000 (4,350) — 142 — (141) — — 1
Amortization of Restricted Stock — — — 559 — — — — 559
Balance, April 30, 2021 10,942,617 (3,533,292) $ 1,094 $ 47,591 $ 181,703 $ (65,948) $ (11,240) $ (261) $ 152,939
Balance, January 31, 2022 11,065,024 (3,732,596) $ 1,107 $ 50,220 $ 179,322 $ (72,862) $ (4,158) $ (338) $ 153,291
Net Loss — — — — (2,109) — — (24) (2,133)
Other Comprehensive Loss — — — — — — (67) — (67)
Dividends Declared — — — — (1,845) — — — (1,845)
Purchases of Treasury Stock — (151,913) — — — (4,305) — — (4,305)
Net issuance of stock under long-term incentive plans 15,000 (2,700) 1 83 — (84) — — —
Amortization of Restricted Stock — — — 814 — — — — 814
Balance, April 30, 2022 11,080,024 (3,887,209) $ 1,108 $ 51,117 $ 175,368 $ (77,251) $ (4,225) $ (362) $ 145,755


		For the Nine Months Ended April 30														For the Three Months Ended October 31
		(unaudited)														(unaudited)
		Number of Shares																		Number of Shares
		Common & Class B Stock	Treasury Stock	Common & Class B Stock		Additional Paid-In Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Non-controlling Interest			Total Stockholders' Equity
Balance, July 31, 2020		10,886,405	(3,426,046)	$	1,089	$	44,993	$	176,579	$	(62,269)	$	(12,254)	$	(174)		$	147,964
Net Income (Loss)		—	—	—		—		10,510		—		—		(87)			10,423
Other Comprehensive Income		—	—	—		—		—		—		1,014		—			1,014
Dividends Declared		—	—	—		—		(5,386)		—		—		—			(5,386)
Purchases of Treasury Stock		—	(81,746)	—		—		—		(2,925)		—		—			(2,925)
Net issuance of stock under long-term incentive plans		56,212	(25,500)	5		749		—		(754)		—		—			—
Amortization of Restricted Stock		—	—	—		1,849		—		—		—		—			1,849
Balance, April 30, 2021		10,942,617	(3,533,292)	$	1,094	$	47,591	$	181,703	$	(65,948)	$	(11,240)	$	(261)		$	152,939
																				Common & Class B Stock	Treasury Stock	Common & Class B Stock		Additional Paid-In Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Non-controlling Interest		Total Stockholders' Equity
Balance, July 31, 2021	Balance, July 31, 2021	10,958,367	(3,539,193)	$	1,096	$	48,271	$	180,443	$	(66,154)	$	(4,117)	$	(307)		$	159,232	Balance, July 31, 2021	10,958,367	(3,539,193)	$	1,096	$	48,271	$	180,443	$	(66,154)	$	(4,117)	$	(307)	$	159,232
Net Income (Loss)	Net Income (Loss)	—	—	—		—		478		—		—		(55)			423		Net Income (Loss)	—	—	—		—		585		—		—		10		595
Other Comprehensive Loss	Other Comprehensive Loss	—	—	—		—		—		—		(108)		—			(108)		Other Comprehensive Loss	—	—	—		—		—		—		(7)		—		(7)
Dividends Declared	Dividends Declared	—	—	—		—		(5,553)		—		—		—			(5,553)		Dividends Declared	—	—	—		—		(1,864)		—		—		—		(1,864)
Purchases of Treasury Stock	Purchases of Treasury Stock	—	(330,916)	—		—		—		(10,506)		—		—			(10,506)		Purchases of Treasury Stock	—	(65,767)	—		—		—		(2,291)		—		—		(2,291)
Net issuance of stock under long-term incentive plans	Net issuance of stock under long-term incentive plans	121,657	(17,100)	12		579		—		(591)		—		—			—		Net issuance of stock under long-term incentive plans	74,657	(13,550)	7		470		—		(477)		—		—		—
Amortization of Restricted Stock	Amortization of Restricted Stock	—	—	—		2,267		—		—		—		—			2,267		Amortization of Restricted Stock	—	—	—		636		—		—		—		—		636
Balance, April 30, 2022		11,080,024	(3,887,209)	$	1,108	$	51,117	$	175,368	$	(77,251)	$	(4,225)	$	(362)		$	145,755
Balance, October 31, 2021																			Balance, October 31, 2021	11,033,024	(3,618,510)	$	1,103	$	49,377	$	179,164	$	(68,922)	$	(4,124)	$	(297)	$	156,301

Balance, July 31, 2022																			Balance, July 31, 2022	11,083,824	(3,961,579)	$	1,108	$	52,467	$	178,754	$	(79,428)	$	(2,183)	$	(369)	$	150,349
Net Income (Loss)																			Net Income (Loss)	—	—	—		—		5,241		—		—		(11)		5,230
Other Comprehensive Loss																			Other Comprehensive Loss	—	—	—		—		—		—		(393)		—		(393)
Dividends Declared																			Dividends Declared	—	—	—		—		(1,860)		—		—		—		(1,860)
Purchases of Treasury Stock																			Purchases of Treasury Stock	—	(3,360)	—		—		—		(92)		—		—		(92)
Net issuance of stock under long-term incentive plans																			Net issuance of stock under long-term incentive plans	38,850	(4,000)	4		124		—		(128)		—		—		—
Amortization of Restricted Stock																			Amortization of Restricted Stock	—	—	—		794		—		—		—		—		794
Balance, October 31, 2022																			Balance, October 31, 2022	11,122,674	(3,968,939)	$	1,112	$	53,385	$	182,135	$	(79,648)	$	(2,576)	$	(380)	$	154,028

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

OIL-DRI CORPORATION OF AMERICA

Condensed Consolidated Statements of Cash Flows

(in thousands)


		(unaudited)					(unaudited)
		For the Nine Months Ended April 30,					For the Three Months Ended October 31,
CASH FLOWS FROM OPERATING ACTIVITIES	CASH FLOWS FROM OPERATING ACTIVITIES	2022		2021		CASH FLOWS FROM OPERATING ACTIVITIES	2022		2021
Net Income	Net Income	$	423	$	10,423	Net Income	$	5,230	$	595
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	10,034		10,653		Depreciation and amortization	3,523		3,456

Non-cash stock-based compensation	Non-cash stock-based compensation	2,267		1,849		Non-cash stock-based compensation	794		636
Deferred income taxes	Deferred income taxes	(1,311)		716		Deferred income taxes	168		200
Provision for bad debts and cash discounts	Provision for bad debts and cash discounts	(1)		(107)		Provision for bad debts and cash discounts	55		89
Loss on impairment of goodwill		5,644		—
Loss on impairment of patent applications		323		—
Loss on the disposals of property, plant and equipment	Loss on the disposals of property, plant and equipment	346		10		Loss on the disposals of property, plant and equipment	54		34

(Increase) Decrease in assets:	(Increase) Decrease in assets:					(Increase) Decrease in assets:
Accounts receivable	Accounts receivable	(2,453)		(3,864)		Accounts receivable	(1,622)		(2,250)
Inventories	Inventories	(11,456)		524		Inventories	(5,064)		(5,084)
Prepaid expenses	Prepaid expenses	181		(2,117)		Prepaid expenses	(489)		153
Other assets	Other assets	971		(1,066)		Other assets	1,707		186
Increase (Decrease) in liabilities:	Increase (Decrease) in liabilities:					Increase (Decrease) in liabilities:
Accounts payable	Accounts payable	1,333		(4,227)		Accounts payable	1,854		1,251
Accrued expenses	Accrued expenses	1,120		(4,070)		Accrued expenses	(1,601)		689
Deferred compensation	Deferred compensation	556		602		Deferred compensation	(400)		242
Pension and postretirement benefits	Pension and postretirement benefits	(924)		(656)		Pension and postretirement benefits	(190)		(303)
Other liabilities	Other liabilities	(1,593)		(330)		Other liabilities	(351)		(490)
Total Adjustments	Total Adjustments	5,037		(2,083)		Total Adjustments	(1,562)		(1,191)
Net Cash Provided by Operating Activities		5,460		8,340
Net Cash Provided by (Used in) Operating Activities						Net Cash Provided by (Used in) Operating Activities	3,668		(596)

CASH FLOWS FROM INVESTING ACTIVITIES	CASH FLOWS FROM INVESTING ACTIVITIES					CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	Capital expenditures	(16,012)		(10,757)		Capital expenditures	(7,521)		(6,736)
Proceeds from sale of property, plant and equipment		—		4

Net Cash Used in Investing Activities	Net Cash Used in Investing Activities	(16,012)		(10,753)		Net Cash Used in Investing Activities	(7,521)		(6,736)

CASH FLOWS FROM FINANCING ACTIVITIES	CASH FLOWS FROM FINANCING ACTIVITIES					CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of notes payable		25,000		—

Payment of debt issuance costs		(114)		—
Dividends paid	Dividends paid	(5,573)		(5,399)		Dividends paid	(1,851)		(1,865)
Purchases of treasury stock	Purchases of treasury stock	(10,506)		(2,925)		Purchases of treasury stock	(92)		(2,291)

Net Cash Provided by (Used in) Financing Activities		8,807		(8,324)
Net Cash Used in Financing Activities						Net Cash Used in Financing Activities	(1,943)		(4,156)
Effect of exchange rate changes on Cash and Cash Equivalents	Effect of exchange rate changes on Cash and Cash Equivalents	(21)		165		Effect of exchange rate changes on Cash and Cash Equivalents	(32)		(48)
Net Decrease in Cash and Cash Equivalents	Net Decrease in Cash and Cash Equivalents	(1,766)		(10,572)		Net Decrease in Cash and Cash Equivalents	(5,828)		(11,536)
Cash and Cash Equivalents, Beginning of Period	Cash and Cash Equivalents, Beginning of Period	24,591		40,890		Cash and Cash Equivalents, Beginning of Period	16,298		24,591
Cash and Cash Equivalents, End of Period	Cash and Cash Equivalents, End of Period	$	22,825	$	30,318	Cash and Cash Equivalents, End of Period	$	10,470	$	13,055

108

OIL-DRI CORPORATION OF AMERICA

Condensed Consolidated Statements of Cash Flows - Continued

(in thousands)


		(unaudited)					(unaudited)
		For the Nine Months Ended April 30,					For the Three Months Ended October 31,
		2022		2021			2022		2021
Supplemental disclosures:	Supplemental disclosures:					Supplemental disclosures:
Interest payments, net of amounts capitalized	Interest payments, net of amounts capitalized	$	178	$	198	Interest payments, net of amounts capitalized	$	—	$	—
Income tax payments		$	219	$	1,482
Income tax (refunds) payments						Income tax (refunds) payments	$	(87)	$	15
Non-cash investing and financing activities:	Non-cash investing and financing activities:					Non-cash investing and financing activities:
Capital expenditures accrued, but not paid	Capital expenditures accrued, but not paid	$	1,071	$	751	Capital expenditures accrued, but not paid	$	1,381	$	1,227
Cash dividends declared and accrued, but not paid	Cash dividends declared and accrued, but not paid	$	1,845	$	1,795	Cash dividends declared and accrued, but not paid	$	1,860	$	1,864

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

119

OIL-DRI CORPORATION OF AMERICA

Notes To Condensed Consolidated Financial Statements

(Unaudited)

1. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in compliance with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The financial statements and the related notes are condensed and should be read in conjunction with the Consolidated Financial Statements and related notes for the fiscal year ended July 31, ~~2021~~2022 included in our Annual Report on Form 10-K filed with the SEC.

The unaudited Condensed Consolidated Financial Statements include the accounts of Oil-Dri Corporation of America and its subsidiaries. All significant intercompany transactions are eliminated. Except as otherwise indicated herein or as the context otherwise requires, references to “Oil-Dri,” the “Company,” “we,” “us” or “our” refer to Oil-Dri Corporation of America and its subsidiaries.

The unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting of normal recurring accruals and reclassifications which are, in the opinion of management, necessary for a fair presentation of the statements contained herein. Operating results for the three ~~and nine~~ months ended ~~April 30,~~October 31, 2022 are not necessarily an indication of the results that may be expected for the fiscal year ending July 31, ~~2022.~~

~~Immaterial Correction of an Error in Previously Issued Financial Statements~~

Subsequent to the issuance of our Annual Report on Form 10-K for the fiscal year ended July 31, 2020, we identified an error in our historical financial statements related to the classification of certain costs as selling, general and administrative (“SG&A”) expenses relating to the production of our inventory that should be classified as cost of sales. These costs generally relate to our annual discretionary bonus and 401(k) employer match for our manufacturing employees, employee salaries for individuals in our support functions that spend a portion of their time related to our manufacturing operations such as IT, and other costs mostly related to consultants and outside services.

~~In accordance with FASB Accounting Standards Codification 250,~~ ~~Accounting Changes and Error Corrections~~, we evaluated the materiality of the error from both a quantitative and qualitative perspective, and concluded that the error was immaterial to our prior period interim and annual financial statements. Since the error was not material to any prior period interim or annual financial statements, no amendments to previously filed interim or annual periodic reports are required. Consequently, we have adjusted for these errors by revising our historical condensed consolidated financial statements presented herein. The revision to our historical condensed consolidated financial statements did not result in any impact to our consolidated net income.

~~The effects of the corrections to each of the individual affected line items in our unaudited Condensed Consolidated Statements of Operations were as follows (in thousands):~~

For the Three Months Ended April 30, 2021
As Previously Reported Corrections As Corrected
Cost of Sales $ (59,732) $ (1,557) $ (61,289)
Selling, General and Administrative Expenses $ (14,592) $ 1,557 $ (13,035)
For the Nine Months Ended April 30, 2021
As Previously Reported Corrections As Corrected
Cost of Sales $ (171,853) $ (4,564) $ (176,417)
Selling, General and Administrative Expenses $ (43,647) $ 4,564 $ (39,083)

~~The related impacts to Inventory in our unaudited Condensed Consolidated Balance Sheet were not considered material and hence, were not adjusted.~~

~~The effects of the corrections to our Notes to the unaudited Condensed Consolidated Financial Statements for Operating Segments were as follows (in thousands):~~

For the Three Months Ended April 30, 2021
Income
As Previously Reported Reclassifications Corrections As Corrected
Business to Business Products $ 7,146 $ (161) $ (564) $ 6,421
Retail and Wholesale Products $ 2,898 $ (50) $ (993) $ 1,855
Corporate Expenses $ (8,113) $ 211 $ 1,557 $ (6,345)
For the Nine Months Ended April 30, 2021
Income
As Previously Reported Reclassifications Corrections As Corrected
Business to Business Products $ 23,005 $ (479) $ (1,710) $ 20,816
Retail and Wholesale Products $ 11,487 $ (150) $ (2,854) $ 8,483
Corporate Expenses $ (23,140) $ 629 $ 4,564 $ (17,947)

Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements. These reclassifications related to the transition of personnel, were not corrections of an error, and had no effect on the previously reported net income.2023.

Management Use of Estimates

The preparation of the unaudited Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires ~~the use of~~management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses during the reporting period, as well as the related disclosures. Estimates and assumptions about future events cannot be made with ~~certainty, including the potential impacts and duration of the novel coronavirus pandemic (“the coronavirus” or “COVID-19” or “the pandemic”) and its aftermath.~~certainty. All of our estimates and assumptions are revised periodically. Actual results could differ from these estimates. For more information see "Critical Accounting Policies and Estimates" in Item 2 “Management's Discussion and Analysis of Financial Condition and Results of Operations.”

Summary of Significant Accounting Policies

Our significant accounting policies, which are ~~detailed~~summarized in detail in our Annual Report on Form 10-K for the fiscal year ended July 31, ~~2021,~~2022, have not materially changed. The following is a description of certain of our significant accounting policies.

Trade Receivables. We recognize trade receivables when control of finished products are transferred to our customers. We record an allowance for ~~doubtful accounts~~credit losses based on our ~~historical experience~~expectations and a periodic review of our accounts receivable, including a review of the overall aging of accounts, consideration of customer credit risk and analysis of facts and circumstances about specific ~~customer~~ accounts. A customer account is determined to be uncollectible when it is probable that a loss will be incurred after we have completed our internal collection procedures, including termination of shipments, direct customer contact and formal demand of payment. We retain outside collection agencies to facilitate our collection efforts. Past due status is determined based on contractual terms and customer payment history.

Overburden Removal and Mining Costs. We mine sorbent materials on property that we either own or lease as part of our overall operations. A significant part of our overall mining cost is incurred during the process of removing the overburden (non-usable material) from the mine site, thus exposing the sorbent material used in a majority of our production processes. These stripping costs are treated as a variable inventory production cost and are included in cost of sales in the period they are incurred. We defer and amortize the pre-production overburden removal costs during the development phase associated with opening a new mine.

Additionally, it is our policy to capitalize the purchase cost of land and mineral rights, including associated legal fees, survey fees and real estate fees. The costs of obtaining mineral patents, including legal fees and drilling expenses, are also capitalized. Pre-production development costs on new mines and any prepaid royalties that may be offset against future royalties due upon extraction of the minerals are also capitalized. All exploration related costs are expensed as incurred.

1310

Reclamation. We perform ongoing reclamation activities during the normal course of our overburden removal. As overburden is removed from a mine site, it is hauled to previously mined sites and is used to refill older sites. This process allows us to continuously reclaim older mine sites and dispose of overburden simultaneously, therefore minimizing the costs associated with the reclamation process.

On an annual basis we evaluate our potential reclamation liability in accordance with ASC 410, Asset Retirement and Environmental Obligations. The reclamation assets are depreciated over the estimated useful lives of the various mines. The reclamation liabilities are increased based on a yearly accretion charge over the estimated useful lives of the mines.

Leases. ASC 842, Leases, provides that a contract is, or contains, a lease if it conveys the right to control the use of an identified asset and, accordingly, a lease liability and a related right-of-use (“ROU”) asset is recognized at the commencement date on our consolidated balance sheet. As provided in ASC 842, we have elected not to apply these measurement and recognition requirements to short-term leases (i.e., leases with a term of 12 months or less). Short-term leases will not be recorded as ROU assets or lease liabilities on our consolidated balance sheet, and the related lease payments will be recognized in net earnings on a straight-line basis over the lease term. For leases other than short-term leases, the lease liability is equal to the present value of unpaid lease payments over the remaining lease term. The lease term may reflect options to extend or terminate the lease when it is reasonably certain that such options will be exercised. To determine the present value of the lease liability, we used an incremental borrowing rate, which is defined as the rate of interest we would have to pay to borrow (on a collateralized basis over a similar term) an amount equal to the lease payments in similar economic environments. The ROU asset is based on the corresponding lease liability adjusted for certain costs such as initial direct costs, prepaid lease payments and lease incentives received. Both operating and finance lease ROU assets are reviewed for impairment, consistent with other long-lived assets, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. After a ROU asset is impaired, any remaining balance of the ROU asset is amortized on a straight-line basis over the shorter of the remaining lease term or the estimated useful life. After the lease commencement date, we evaluate lease modifications, if any, that could result in a change in the accounting for leases.

Certain of our leases provide for variable lease payments that vary due to changes in facts and circumstances occurring after the commencement date, other than the passage of time. Variable lease payments that are dependent on an index or rate (e.g., Consumer Price Index) are included in the initial measurement of the lease liability and the ROU asset. Variable lease payments that are not known at the commencement date and are determinable based on the performance or use of the underlying asset, are expensed as incurred. Our variable lease payments primarily include common area maintenance charges based on the percentage of the total square footage leased and the usage of assets, such as photocopiers.

Some of our contracts may contain lease components as well as non-lease components, such as an agreement to purchase services. As allowed under ASC 842, we have elected not to separate the lease components from non-lease components for all asset classes and we will not allocate the contract consideration to these components. This policy was applied to all existing leases upon adoption of ASC 842 and will be applied to new leases on an ongoing basis.

Revenue Recognition. We recognize revenue when performance obligations under the terms of the contracts with customers are satisfied. Our performance obligation generally consists of the promise to sell finished products to wholesalers, distributors and retailers or consumers and our obligations have an original duration of one year or less. Control of the finished products are transferred upon shipment to, or receipt at, customers' locations, as determined by the specific terms of the contract. We have completed our performance obligation when control is transferred and we recognize revenue accordingly. Taxes collected from customers and remitted to governmental authorities are excluded from net sales. Sales returns are not material nor are warranties and any related obligations.

We have an unconditional right to consideration under the payment terms specified in the contract upon completion of the performance obligation. We may require certain customers to provide payment in advance of product shipment. We recorded a liability for these advance payments of ~~$531,000 and $256,000 as of April 30,~~$0.5 million at both October 31, 2022 and July 31, ~~2021, respectively.~~2022. This liability is reported in Other within Accrued Expenses on the unaudited Condensed Consolidated Balance Sheet. Revenue recognized during the ~~nine~~three months ended ~~April 30,~~October 31, 2022 that was included in the liability for advance payments at the beginning of the period was ~~$187,000.~~$0.3 million.

We routinely commit to one-time or ongoing trade promotion programs directly with consumers, such as coupon programs, and with customers, such as volume discounts, cooperative marketing and other arrangements. We estimate and accrue the expected costs of these programs. These costs are considered variable consideration under ASC 606, Revenue from Contracts with Customers, and are netted against sales when revenue is recorded. The accruals are based on our best estimate of the amounts necessary to settle future and existing obligations on products sold as of the balance sheet date. To estimate these accruals, we rely on our historical experience of trade spending patterns and that of the industry, current trends and forecasted data.

Selling, General and Administrative Expenses. Selling, general and administrative expenses (“SG&A”) include salaries, wages and benefits associated with staff outside the manufacturing and distribution functions, all marketing related costs, any miscellaneous trade spending expenses not required to be included in net sales, research and development costs, depreciation

and amortization related to assets outside the manufacturing and distribution process and all other non-manufacturing and non-distribution expenses.

Other Current and Noncurrent Liabilities. ~~On March 27, 2020,~~Other liabilities include the accruals for general expenses not yet paid, cash collected not yet vouchered, legal reserves, and reclamation liability accrual. Current liabilities are due to be paid within the next 12 months. Included in ~~response to~~current Other within Accrued Expenses on the ~~COVID-19 pandemic,~~unaudited Condensed Consolidated Balance Sheet is the remaining $1.2 million accrual for payroll taxes which were originally deferred as a result of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) which was signed into U.S. ~~law. The CARES Act provides for, among~~law in 2020. Noncurrent other ~~things, deferral~~liabilities is primarily comprised of the employer portion of social security taxes incurred through the end of calendar year (December) 2020. As permitted by the CARES Act, we deferred approximately $2,300,000 in payroll taxes in calendar year (December) 2020. $1,150,000 of the $2,300,000 was paid in the fourth quarter of calendar year (December) 2021 and $1,150,000 will be paid in the fourth quarter of calendar year (December) 2022. The remaining $1,150,000 accrual for these payroll taxes is included in Other within Accrued Expenses on the unaudited Condensed Consolidated Balance Sheet.our reclamation liability.

2. NEW ACCOUNTING PRONOUNCEMENTS AND REGULATIONS

Recently Adopted ~~Accounting Pronouncements~~

~~In January 2017, the FASB issued ASU 2017-04,~~ ~~Intangibles - Goodwill and Other: Simplifying the Test for Goodwill Impairment (ASC 350).~~ The standard eliminates the requirement to measure the implied fair value of goodwill by assigning the fair value of a reporting unit to all assets and liabilities within that unit (the Step 2 test) from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited by the amount of goodwill in that reporting unit. The guidance is effective for us beginning with the first quarter of fiscal year 2023.~~Early adoption is permitted. We adopted this standard during the third quarter of fiscal year 2022 in conjunction with testing for our goodwill impairment.See Note 5 for additional information regarding the results of the impairment test performed.~~

~~Recently Issued~~ Accounting Pronouncements

In March 2020, the FASB issued guidance under ASC 848, Reference Rate Reform. This guidance provides optional expedients and exceptions to account for debt, leases, contracts, hedging relationships and other transactions that reference LIBOR or another reference rate if certain criteria are met. The guidance is effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2022. ~~We have~~On August 30, 2022 we amended our debt agreements ~~that reference LIBOR and to the extent that those agreements are modified~~ to replace ~~LIBOR~~the LIBOR-based reference rate with ~~another interest rate index,~~an adjusted term Secured Overnight Financing Rate (SOFR), ASC 848 will allow us to account for the modification as a continuation of the existing contract without additional analysis. ~~We are currently evaluating the potential effects of the adoption of this guidance on our Consolidated Financial Statements.~~

~~In June 2016, the FASB issued guidance under ASC 326,~~ ~~Financial Instruments-Credit Losses~~, which requires companies to utilize an impairment model for most financial assets measured at amortized cost and certain other financial instruments, which include trade and other receivables, loans and held-to-maturity debt securities, to record an allowance for credit risk based on expected losses rather than incurred losses. In addition, this new guidance changes the recognition method for credit losses on available-for-sale debt securities, which can occur as a result of market and credit risk, as well as additional disclosures. In general, this guidance will require modified retrospective adoption for all outstanding instruments that fall under this guidance. This guidance is effective for our first quarter of fiscal year 2023. We are currently evaluating the impact of the adoption of this requirement on our Consolidated Financial Statements.

There have been no other accounting pronouncements issued but not yet adopted by us which are expected to have a material impact on our Consolidated Financial Statements.

3. INVENTORIES

The composition of inventories is as follows (in thousands):


		April 30, 2022		July 31, 2021			October 31, 2022		July 31, 2022
Finished goods	Finished goods	$	18,084	$	14,179	Finished goods	$	21,523	$	18,142
Packaging	Packaging	9,043		5,084		Packaging	10,091		9,515
Other	Other	7,824		4,335		Other	8,805		7,905
Total Inventories	Total Inventories	$	34,951	$	23,598	Total Inventories	$	40,419	$	35,562

Inventories are valued at the lower of cost (first-in, first-out) or net realizable value. Inventory costs include the cost of raw materials, packaging supplies, labor and other overhead costs. The inventory obsolescence reserve ~~values~~was $0.8 million at ~~April 30,~~both October 31, 2022 and

July 31, ~~2021 were $610,000 and $641,000, respectively.~~2022. Inventories ~~in all categories,~~ have increased due to a combination of rising costs and building inventory levels for anticipated demand.

4. FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The inputs used to measure fair value are prioritized into categories based on the lowest level of input that is significant to the fair value measurement. The categories in the fair value hierarchy are as follows:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs for similar assets or liabilities or valuation models whose inputs are observable, directly or indirectly.

Level 3: Unobservable inputs.

Cash equivalents are primarily money market mutual funds classified as Level 1. We had no cash equivalents as of ~~April 30,~~October 31, 2022 and July 31, ~~2021.~~2022.

Balances of accounts receivable and accounts payable approximated their fair values at ~~April 30,~~October 31, 2022 and July 31, ~~2021~~2022 due to the short maturity and nature of those balances.

Notes payable are reported at the face amount of future maturities. The estimated fair value of notes payable, including current maturities, was ~~$35,051,000~~$30.1 million and ~~$10,231,000~~$31.8 million as of ~~April 30,~~October 31, 2022 and July 31, ~~2021,~~2022, respectively, and are classified as Level 2. The fair value was estimated using the exit price notion of fair value.

We apply fair value techniques on at least an annual basis associated with: (1) valuing potential impairment loss related to goodwill, trademarks and other indefinite-lived intangible assets and (2) valuing potential impairment loss related to long-lived assets. See Note 5 of the Notes to the unaudited Condensed Consolidated Financial Statements for further information about goodwill and other intangible assets.

5. GOODWILL AND OTHER INTANGIBLE ASSETS

Intangible assets, other than goodwill, include trademarks, patents, customer lists and product registrations. Intangible amortization expense was ~~$116,000 and $146,000~~$0.1 million in ~~the third quarter of fiscal years 2022 and 2021, respectively. Intangible amortization expense was $369,000 and $451,000 in~~both the first ~~nine~~three months of fiscal years ~~2022~~2023 and ~~2021, respectively.~~2022. Estimated intangible amortization for the remainder of fiscal year ~~2022~~2023 is ~~$116,000.~~$0.2 million. Estimated intangible amortization for the next five fiscal years is as follows (in thousands):


2023		$	261
2024	2024	$	125	2024	$	129
2025	2025	$	101	2025	$	104
2026	2026	$	98	2026	$	102
2027	2027	$	95	2027	$	99
2028				2028	$	94

We have one acquired trademark recorded at a cost of ~~$376,000~~$0.4 million that was determined to have an indefinite life and is not amortized.

~~Much of~~We performed our goodwill ~~cannot be specifically assigned to one of our operating segments because of the shared nature of our production facilities; however, for purposes of our~~ impairment analysis ~~we estimated the goodwill allocation and assigned $5,644,000 to the Retail and Wholesale Products Group and $3,618,000 to the Business to Business Products Group.~~

Our goodwill impairment test is based on cash flow considerations and other approaches that require significant judgment with respect to volume, revenue, expenses and allocations. We determined that, as a result of lower share prices and the continued adverse impacts of rising costs and additional expenses to prevent supply chain disruptions, that we had a triggering event during the third quarter of fiscal 2022 that necessitated a goodwill impairment test. We performed a goodwill impairment test on our Retail and Wholesale Products Group and Business to Business Products Group reporting units ~~and determined that~~in the ~~carrying value~~third quarter of ~~our Retail and Wholesale Products Group reporting unit was higher than its fair value.~~ fiscal year 2022. As a result we ~~recorded~~identified goodwill impairment of ~~$5,644,000~~$5.6 million which left no remaining goodwill in the Retail and Wholesale Products Group reporting ~~unit. We also performed a quantitative~~unit and no impairment ~~analysis on~~was identified for the Business to Business Products ~~Group reporting unit and concluded there was excess fair value over carrying value, therefore no impairment was recorded on this reporting unit.~~Group.

We ~~will continue to consider~~are not aware of any triggering events in the ~~need to re-perform~~first quarter of fiscal year 2023 that would indicate a new impairment testing throughout the year when circumstances such as the ultimate effects of COVID-19, unexpected adverse economic factors, inflation, unanticipated technological changes, competitive activities and acts by governments and courts indicate that goodwill may become impaired.analysis is needed.

6. ACCRUED EXPENSES

Accrued expenses is as follows (in thousands):


		April 30, 2022		July 31, 2021			October 31, 2022		July 31, 2022
Salaries, Wages, Commissions and Employee Benefits	Salaries, Wages, Commissions and Employee Benefits	$	11,185	$	10,806	Salaries, Wages, Commissions and Employee Benefits	$	11,145	$	13,439
Trade promotions and advertising	Trade promotions and advertising	1,335		1,653		Trade promotions and advertising	1,238		1,180
Freight	Freight	3,795		2,845		Freight	4,227		4,022
Real Estate Tax	Real Estate Tax	631		1,002		Real Estate Tax	1,418		1,006
Other	Other	9,751		8,577		Other	10,308		10,438
		$	26,697	$	24,883		$	28,336	$	30,085

The decrease in salaries, wages, commissions and employee benefits relates primarily to the payment of annual bonuses during the first quarter of fiscal year 2023. Real estate tax increased with regular accruals of property tax for various locations including plants and is offset by payments typically made in the second quarter of the fiscal year. The increase in freight cost is primarily due to increase in fuel prices, tight truck capacity, ongoing driver shortages, and supply chain issues. The accrual for other is ~~higher~~lower at ~~April 30,~~October 31, 2022 than July 31, ~~2021~~2022 due to ~~an increase~~a decrease in the legal accrual ~~for~~offset by increases in other payables due to rising ~~natural gas~~ costs and timing of certain ~~plant~~ purchases and expenses.

7. OTHER CONTINGENCIES

We are party to various legal actions from time to time that are ordinary in nature and incidental to the operation of our business, including ongoing litigation. While it is not possible at this time to determine with certainty the ultimate outcome of these or other lawsuits, we believe that none of the pending proceedings will have a material adverse effect on our business, financial condition, results of operations or cash flows. In June 2020, the Company received notice from a former service provider alleging a breach of contract regarding the payment of a contingency fee. Such party subsequently, in July 2020, filed a lawsuit seeking to require the Company to participate in binding mediation regarding this matter. Although we believe this claim to be without merit, as of July 31, 2020, we determined a reasonable estimate of this liability within a range, with no amount within that range being a better estimate than any other amount, and therefore recorded that estimate in Other within Accrued expenses. There have been no changes during fiscal ~~2021~~2022 or the ~~nine~~three months ended ~~April 30,~~October 31, 2022 that would have changed this estimate. We believe that any loss related to this matter is unlikely to be material. However, the outcome of this legal matter is subject to significant uncertainties. The ability to predict the ultimate outcome of this legal matter involves judgments, estimates and inherent uncertainties. The actual outcome could differ materially from management’s estimates.

8. DEBT

~~Effective December 16, 2021 (the “Effective Date”),~~On August 30, 2022, we entered into (i) the Sixth Amendment to Credit Agreement (the “Sixth Amendment”), which amends the Credit Agreement, dated as of January 27, 2006 (as previously amended, the “Credit Agreement”), among us, BMO Harris Bank N.A (“BMO”), and certain of our domestic subsidiaries; and (ii) Amendment No. 13 (the ~~“Amendment”~~“Third Amendment”) to ~~the~~our Amended and Restated Note Purchase and Private Shelf Agreement, ~~(the~~dated as of May 15, 2020 (as previously amended, the “Note Agreement”), with PGIM, Inc. (“Prudential”) and certain existing noteholders affiliated with Prudential named therein.

The Sixth Amendment ~~provides that,~~amended the Credit Agreement to, among other things: extend the facility termination date to August 30, 2027; replace the LIBOR-based reference rate with an adjusted term Secured Overnight Financing Rate (“SOFR”); revise the method for calculating consolidated EBITDA and consolidated debt for purposes of the Credit Agreement; modify certain restrictive covenants, including increasing the unsecured indebtedness basket from $50 million to $75 million; and revise the existing financial covenants by replacing the consolidated debt covenant with a covenant to maintain a maximum debt to earnings ratio, lowering the minimum fixed charge coverage ratio level and revising the method for calculating the fixed charge coverage ratio.

The Third Amendment amended the Note Agreement to, among other things, ~~an excess leverage fee will be applied~~modify the existing fixed charge coverage financial covenant and replace the existing consolidated debt financial covenant with a maximum debt to earnings ratio and effect certain changes consistent with the ~~interest rate applicable to~~Sixth Amendment, including modifying the outstanding daily average principal amount of Notes issued on or after December 15, 2021 as follows: (i) an additional 0.25% in the event the Net Leverage Ratio (as defined in the Amendment) is 2.00:1.00 or greater as of the last day of any fiscal quarter, or (ii) an additional 1.00% in the event that the Net Leverage Ratio is greater than 2.50:1.00 as of the last day of any fiscal quarter.

Concurrent with entering into the Amendment, we issued $25,000,000 in aggregate principal amount of Series C Senior Notes (the “Series C Notes”). The Series C Notes bear interest at an annual rate of 3.25% (subject to the application ofmethod for calculating consolidated EBITDA and the excess leverage fee in the event the Net Leverage Ratio exceeds certain thresholds as described above) and will mature on December 16, 2031. Annual principal payments of $5,000,000 are due December 16 of each fiscal year beginning in 2027 and ending in 2031. Interest is payable semi-annually beginning June 16, 2022.

fee.

1714

9. LEASES

We have operating leases primarily for real estate properties, including corporate headquarters, customer service and sales offices, manufacturing and packaging facilities, warehouses, and research and development facilities, as well as for rail tracks, railcars and office equipment. Certain of our leases for a shared warehouse and office facility, rail track and railcars have options to extend which we are reasonably certain we will exercise and, accordingly, have been considered in the lease term used to recognize our ROU assets and lease liabilities. To determine the present value of the lease liability, we use an incremental borrowing rate, which is defined as the rate of interest that the Company would have to pay to borrow (on a collateralized basis over a similar term) an amount equal to the lease payments in similar economic environments. Further information about our accounting policy for leases is included in Note 1 of the Notes to the unaudited Condensed Consolidated Financial Statements.

We have no material finance leases, and variable costs for operating leases are immaterial for the three ~~and nine~~ months ended ~~April 30,~~October 31, 2022. Operating lease costs are included in Cost of Sales or SG&A expenses based on the nature of the lease. The following table summarizes total lease costs for our operating leases (in thousands):


		For the Three Months Ended April 30,					For the Nine Months Ended April 30,								For the Three Months Ended October 31,

						2022			2021			2022		2021						2022	2021
Operating Lease Cost	Operating Lease Cost												Operating Lease Cost
Operating lease cost	Operating lease cost	$	707	$	592		$	2,059		$	1,944		Operating lease cost			$	696	$	634
Short-term operating lease cost	Short-term operating lease cost	123		173			431			535			Short-term operating lease cost			1		149

Supplemental cash flow information related to leases was as follows (in thousands):

For the Three Months Ended April 30, For the Nine Months Ended April 30,
2022 2021 2022 2021
Other Information
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases $ 633 $ 579 $ 1,830 $ 1,748


	For the Three Months Ended October 31,

		2022		2021
Other Information
Cash paid for amounts included in the measurement of operating lease liabilities:		$	595	$	561
Right-of-use assets obtained in exchange for new operating lease liabilities		$	23	$	241

Operating lease ROU assets and operating lease liabilities are separately presented on the unaudited Condensed Consolidated Balance Sheet, excluding leases with an initial term of twelve months or less. Other supplemental balance sheet information related to leases was as follows:

April 30, 2022

July 31, 2021

October 31, 2022

July 31, 2022

Weighted-average remaining lease term - operating leases

8.8 years

9.1 years

Weighted-average remaining lease term - operating leases

7.6 years

7.7 years

Weighted-average discount rate - operating leases

3.90%

3.88%

Weighted-average discount rate - operating leases

3.90%

3.91%

The following table summarizes scheduled minimum future lease payments due within twelve months for operating leases with terms longer than one year for which cash flows are fixed and determinable as of ~~April 30,~~October 31, (in thousands):


2022		$	568
2023	2023	2,039		2023	$	1,870
2024	2024	1,881		2024	2,047
2025	2025	1,749		2025	1,917
2026	2026	1,467		2026	1,628
2027				2027	1,213
Thereafter	Thereafter	5,661		Thereafter	4,574
Total	Total	13,365		Total	13,249
Less: imputed interest	Less: imputed interest	(2,047)		Less: imputed interest	(1,907)
Net lease obligation	Net lease obligation	$	11,318	Net lease obligation	$	11,342

1815

10. PENSION AND OTHER POSTRETIREMENT BENEFITS

Pension and Postretirement Health Benefits

The Oil-Dri Corporation of America Pension Plan (“Pension Plan”) is a defined benefit pension plan for eligible salaried and hourly employees. Pension benefits are based on a formula of years of credited service and levels of compensation or stated amounts for each year of credited service. On January 9, 2020, we amended the Pension Plan to freeze participation, all future benefit accruals and accrual of benefit service, including consideration of compensation increases, effective March 1, 2020. Consequently, the Pension Plan is closed to new participants and current participants no longer earn additional benefits on or after March 1, 2020. On ~~May 4, 2021, we purchased~~September 20, 2022, the Company's Board of Directors approved a resolution to terminate the Company's defined benefit pension ~~annuity which settled $8.5 million~~plan. The Company expects to complete the termination over a period of ~~projected benefit obligations and recognized a settlement loss of approximately $0.6 million due to the annuity purchase.~~ eighteen months.

The components of net periodic pension and postretirement health benefit costs were as follows:


		Pension Benefits										Pension Benefits
		(in thousands)										(in thousands)
		For the Three Months Ended April 30,				For the Nine Months Ended April 30,					For the Three Months Ended October 31,
		2022		2021		2022		2021					2022		2021
Interest cost	Interest cost	$	267	$	292	$	801	$	875	Interest cost			$	335	$	268
Expected return on plan assets	Expected return on plan assets	(646)		(722)		(1,939)		(2,166)		Expected return on plan assets			(558)		(647)
Amortization of:	Amortization of:									Amortization of:
Other actuarial loss	Other actuarial loss	36		218		108		653		Other actuarial loss			9		37
Net periodic benefit cost	Net periodic benefit cost	$	(343)	$	(212)	$	(1,030)	$	(638)	Net periodic benefit cost			$	(214)	$	(342)

		Postretirement Health Benefits										Postretirement Health Benefits
		(in thousands)										(in thousands)
		For the Three Months Ended April 30,				For the Nine Months Ended April 30,					For the Three Months Ended October 31,
		2022		2021		2022		2021					2022		2021
Service cost	Service cost	$	31	$	35	$	92	$	104	Service cost			$	22	$	33
Interest cost	Interest cost	15		13		44		38		Interest cost			20		16
Amortization of:	Amortization of:									Amortization of:
Other actuarial loss	Other actuarial loss	—		1		—		3		Other actuarial loss			(18)		—
Prior service costs	Prior service costs	(2)		(2)		(5)		(5)		Prior service costs			(2)		(1)
Net periodic benefit cost	Net periodic benefit cost	$	44	$	47	$	131	$	140	Net periodic benefit cost			$	22	$	48

The non-service cost components of net periodic benefit cost are included in Other Income (Expense) in the line item Other, net on the unaudited Condensed Consolidated Statements of Income.

The Pension Plan is funded based upon actuarially determined contributions that take into account the amount deductible for income tax purposes, the normal cost and the minimum contribution required and the maximum contribution allowed under applicable regulations. We were not required to make, and did not voluntarily make, a contribution to the Pension Plan during the first ~~nine~~three months of fiscal year ~~2022.~~2023. We have no minimum funding requirements for the remainder of fiscal year ~~2022.~~2023.

The postretirement health plan is an unfunded plan. We pay insurance premiums and claims from our assets.

1916

Assumptions used in the previous calculations were as follows:


		Pension Benefits				Postretirement Health Benefits					Pension Benefits				Postretirement Health Benefits
		For the Three and Nine Months Ended April 30,									For the Three Months Ended October 31,
		2022		2021		2022		2021			2022		2021		2022		2021
Discount rate for net periodic benefit cost	Discount rate for net periodic benefit cost	2.57	%	2.14	%	2.10	%	1.63	%	Discount rate for net periodic benefit cost	4.05	%	2.57	%	3.82	%	2.10	%
Rate of increase in compensation levels	Rate of increase in compensation levels	—	%	—	%	—	%	—	%	Rate of increase in compensation levels	—	%	—	%	—	%	—	%
Long-term expected rate of return on assets	Long-term expected rate of return on assets	6.50	%	6.50	%	—	%	—	%	Long-term expected rate of return on assets	6.50	%	6.50	%	—	%	—	%

The medical cost trend assumption for postretirement health benefits was ~~7.05%~~8.50%. The graded trend rate is expected to decrease to an ultimate rate of ~~4.50%~~4.90% in fiscal year ~~2038.~~

~~Supplemental Executive Retirement Plan~~

The Oil-Dri Corporation of America Supplemental Executive Retirement Plan (“SERP”) provided certain retired participants in the Pension Plan with the amount of benefits that would have been provided under the Pension Plan but for: (1) the limitations on benefits imposed by Section 415 of the Internal Revenue Code (“Code”) and/or (2) the limitation on compensation for purposes of calculating benefits under the Pension Plan imposed by Section 401(a)(17) of the Code. The SERP liability was actuarially determined at the end of each fiscal year using assumptions similar to those used for the Pension Plan.

On January 9, 2020, we amended the SERP to freeze participation and any excess benefit, supplemental benefit or additional benefit effective March 1, 2020. Consequently, the SERP was closed to new participants and current participants no longer earned additional benefits on or after March 1, 2020. The SERP was terminated effective June 30, 2020 and all participants were paid in the form of one lump sum in July 2021.2044.

11. OPERATING SEGMENTS

As a result of a change in management organization during fiscal year 2022 and as part of our routine assessments of our segments, our wholly owned subsidiary located in the United Kingdom (UK) is now included in our Business to Business Products Group and our co-packaged coarse cat litter is now included in the Retail and Wholesale Products Group. Prior year net sales and operating income have also been reclassified to reflect these changes.The organization change was intended to better serve our customers and the segment information presented reflects the information regularly reviewed by our chief operating decision maker.

We have 2two operating segments: (1) Business to Business Products Group and (2) Retail and Wholesale Products Group. These operating segments are managed separately and each segment's major customers have different characteristics. The Retail and Wholesale Products Group customers include: mass merchandisers; wholesale clubs; drugstore chains; pet specialty retail outlets; dollar stores; retail grocery stores; e-commerce retailers; distributors of industrial cleanup and automotive products; environmental service companies; and sports field product users. The Business to Business Products Group customers include: processors and refiners of edible oils, petroleum-based oils and biodiesel fuel; manufacturers of animal feed and agricultural chemicals; distributors of animal health and nutrition products; and marketers of consumer products. Our operating segments are also our reportable segments. The accounting policies of the segments are the same as those described in Note 1 of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended July 31, ~~2021.~~2022.

Net sales for our principal products by segment are as follows (in thousands):


		Business to Business Products Group				Retail and Wholesale Products Group					Business to Business Products Group				Retail and Wholesale Products Group
		For the Nine Months Ended April 30,									For the Three Months Ended October 31,
Product	Product	2022		2021		2022		2021		Product	2022		2021		2022		2021
Cat Litter	Cat Litter	$	13,353	$	10,826	$	132,400	$	121,820	Cat Litter	$	—	$	—	$	54,198	$	48,531
Industrial and Sports	Industrial and Sports	—		—		28,528		$	23,477	Industrial and Sports	—		—		10,654		$	9,120
Agricultural and Horticultural	Agricultural and Horticultural	21,469		18,665		—		—		Agricultural and Horticultural	10,003		6,208		—		—
Bleaching Clay and Fluids Purification	Bleaching Clay and Fluids Purification	43,685		37,577		1,575		$	1,457	Bleaching Clay and Fluids Purification	18,229		15,021		—		$	—
Animal Health and Nutrition	Animal Health and Nutrition	14,421		13,030		—		—		Animal Health and Nutrition	5,455		3,580		—		—
Net Sales	Net Sales	$	92,928	$	80,098	162,503		$	146,754	Net Sales	$	33,687	$	24,809	64,852		$	57,651

2017

~~Net sales for our principal products by segment are as follows (in thousands):~~
Business to Business Products Group Retail and Wholesale Products Group
For the Three Months Ended April 30,
Product 2022 2021 2022 2021
Cat Litter $ 4,026 $ 3,214 $ 43,259 $ 39,941
Industrial and Sports — — 10,588 9,505
Agricultural and Horticultural 7,950 6,632 — —
Bleaching Clay and Fluids Purification 14,145 12,171 539 516
Animal Health and Nutrition 5,254 4,276 — —
Net Sales $ 31,375 $ 26,293 $ 54,386 $ 49,962

We do not rely on any segment asset allocations and we do not consider them meaningful because of the shared nature of our production facilities; however, we have estimated the segment asset allocations below for those assets for which we can reasonably determine. The unallocated asset category is the remainder of our total assets. The asset allocation is estimated and is not a measure used by our chief operating decision maker about allocating resources to the operating segments or in assessing their performance.


		Assets					Assets
		April 30, 2022		July 31, 2021			October 31, 2022		July 31, 2022
		(in thousands)					(in thousands)
Business to Business Products Group	Business to Business Products Group	$	73,832	$	69,023	Business to Business Products Group	$	80,717	$	75,644
Retail and Wholesale Products Group	Retail and Wholesale Products Group	109,024		103,268		Retail and Wholesale Products Group	126,635		125,293
Unallocated Assets	Unallocated Assets	58,596		55,275		Unallocated Assets	41,761		48,674
Total Assets	Total Assets	$	241,452	$	227,566	Total Assets	$	249,113	$	249,611

Net sales and operating income for each segment are provided below. The corporate expenses line includes certain unallocated expenses, including primarily salaries, wages and benefits, purchased services, rent, utilities and depreciation and amortization associated with corporate functions such as research and development, information systems, finance, legal, human resources and customer service. Corporate expenses also include the estimated annual incentive plan bonus accrual for ~~employees dedicated to corporate operations.~~employees. In addition, Income from our Business to Business and Retail and Wholesale Products as well as Corporate Expenses for the three ~~and six~~ months ended ~~April 30,~~October 31, 2021 were adjusted for ~~an immaterial correction of an error.~~a change in management organization. See Note 1 of the Notes to the unaudited Condensed Consolidated Financial Statements.


		For the Nine Months Ended April 30,									For the Three Months Ended October 31,
		Net Sales				Income					Net Sales				Income
		2022		2021		2022		2021			2022		2021		2022		2021
		(in thousands)									(in thousands)
Business to Business Products Group	Business to Business Products Group	$	92,928	$	80,098	$	20,052	$	20,816	Business to Business Products Group	$	33,687	$	24,809	$	7,257	$	5,539
Retail and Wholesale Products Group	Retail and Wholesale Products Group	$	162,503	146,754		$	(2,113)	8,483		Retail and Wholesale Products Group	$	64,852	57,651		$	7,574	1,281
Net Sales	Net Sales	$	255,431	$	226,852					Net Sales	$	98,539	$	82,460
Corporate Expenses	Corporate Expenses					(19,603)		(17,947)		Corporate Expenses					(8,262)		(6,375)
(Loss) Income from Operations						(1,664)		11,352
Total Other Income, Net						892		722
(Loss) Income before Income Taxes						(772)		12,074
Income Tax Benefit (Expense)						1,195		(1,651)
Income from Operations										Income from Operations					6,569		445
Total Other (Expense) Income, Net										Total Other (Expense) Income, Net					(132)		265
Income before Income Taxes										Income before Income Taxes					6,437		710
Income Tax Expense										Income Tax Expense					(1,207)		(115)
Net Income	Net Income					423		10,423		Net Income					5,230		595
Net Loss Attributable to Noncontrolling Interest						(55)		(87)
Net (Loss) Income Attributable to Noncontrolling Interest										Net (Loss) Income Attributable to Noncontrolling Interest					(11)		10
Net Income Attributable to Oil-Dri	Net Income Attributable to Oil-Dri					$	478	$	10,510	Net Income Attributable to Oil-Dri					$	5,241	$	585

For the Three Months Ended April 30,
Net Sales Income
2022 2021 2022 2021
(in thousands)
Business to Business Products Group $ 31,375 $ 26,293 $ 5,716 $ 6,421
Retail and Wholesale Products Group 54,386 49,962 (3,113) 1,855
Net Sales $ 85,761 $ 76,255
Corporate Expenses (6,630) (6,345)
(Loss) Income from Operations (4,027) 1,931
Total Other Income, Net 175 231
(Loss) Income before Income Taxes (3,852) 2,162
Income Tax Benefit 1,719 24
Net (Loss) Income (2,133) 2,186
Net Loss Attributable to Noncontrolling Interest (24) (41)
Net (Loss) Income Attributable to Oil-Dri $ (2,109) $ 2,227

12. STOCK-BASED COMPENSATION

The Oil-Dri Corporation of America 2006 Long Term Incentive Plan, as amended (the “2006 Plan”), permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based and cash-based awards. Our employees and outside directors are eligible to receive grants under the 2006 Plan. The total number of shares of stock subject to grants under the 2006 Plan may not exceed 1,219,500. As of ~~April 30,~~October 31, 2022, there were ~~249,969~~239,985 shares available for future grants under this plan.

Restricted Stock

All of our non-vested restricted stock as of ~~April 30,~~October 31, 2022 was issued under the 2006 Plan with vesting periods generally between one and five years. We determined the fair value of restricted stock as of the grant date. We recognize the related compensation expense over the period from the date of grant to the date the shares vest.

There were ~~15,000~~40,000 and ~~5,000~~75,000 restricted shares of Common Stock granted during the ~~third~~first quarter of fiscal years ~~2022~~2023 and ~~2021,~~2022, respectively. Stock-based compensation expense was ~~$814,000~~$0.8 million and ~~$559,000~~$0.6 million for the ~~third~~first quarter of fiscal years ~~2022~~2023 and ~~2021, respectively. Stock-based compensation expense was $2,267,000 and $1,849,000 for the first nine months of fiscal years~~ 2022, ~~and 2021,~~ respectively.

A summary of restricted stock transactions is shown below:


		Restricted Shares (in thousands)	Weighted Average Grant Date Fair Value			Restricted Shares (in thousands)	Weighted Average Grant Date Fair Value
Non-vested restricted stock outstanding at July 31, 2021		370	$	33.96
Non-vested restricted stock outstanding at July 31, 2022					Non-vested restricted stock outstanding at July 31, 2022	382	$	33.63
Granted	Granted	122	$	33.66	Granted	40	$	27.39
Vested	Vested	(68)	$	34.62	Vested	(42)	$	37.32
Forfeitures	Forfeitures	(17)	$	34.56	Forfeitures	(4)	$	32.03
Non-vested restricted stock outstanding at April 30, 2022		407	$	33.73
Non-vested restricted stock outstanding at October 31, 2022					Non-vested restricted stock outstanding at October 31, 2022	376	$	32.58

13. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

The following table summarizes the changes in accumulated other comprehensive (loss) income by component as of ~~April 30,~~October 31, 2022 (in thousands):

Pension and Postretirement Health Benefits Cumulative Translation Adjustment Total Accumulated Other Comprehensive (Loss) Income
Balance as of July 31, 2021 $ (4,428) $ 311 $ (4,117)
Other comprehensive loss before reclassifications, net of tax — (187) (187)
Amounts reclassified from accumulated other comprehensive income, net of tax 79 (a) — 79
Net current-period other comprehensive income (loss), net of tax 79 (187) (108)
Balance as of April 30, 2022 $ (4,349) $ 124 $ (4,225)


	Pension and Postretirement Health Benefits		Cumulative Translation Adjustment		Total Accumulated Other Comprehensive (Loss) Income
Balance as of July 31, 2022	$	(2,242)	$	59	$	(2,183)
Other comprehensive loss before reclassifications, net of tax	—		(385)		(385)
Amounts reclassified from accumulated other comprehensive income, net of tax	(8)		—		(8)
Net current-period other comprehensive loss, net of tax	(8)		(385)		(393)
Balance as of October 31, 2022	$	(2,250)	$	(326)	$	(2,576)

(a) Amount is net of tax expense of $24,930. Amount is included in the components of net periodic benefit cost for the pension and postretirement health plans. See Note 10 of the Notes to the unaudited Condensed Consolidated Financial Statements for further information.

14. RELATED PARTY TRANSACTIONS

One member of our Board of Directors (the “Board”) retired from the role of President and Chief Executive Officer of a customer of ours in September 2019 and is currently party to a post-employment agreement with the customer. Total net sales to that customer, including sales to subsidiaries of that customer, were ~~$112,000~~$55,158 and ~~$72,000~~$75,296 for the ~~third~~first quarter of fiscal years ~~2022~~2023 and ~~2021, respectively and were $268,000 and $253,000 for the first nine months of fiscal years~~ 2022 ~~and 2021,~~ respectively. Outstanding accounts receivable from that customer, and its subsidiaries, were ~~$5,000~~$863 as of ~~April 30,~~October 31, 2022 and ~~$4,000~~$5,608 as of July 31, ~~2021.~~2022.

One member of our Board is currently the President and Chief Executive Officer of a vendor of ours. Total payments to this vendor for fees and cost reimbursements were ~~$64,000~~$62,360 and ~~$72,000~~$215,418 for the ~~third~~first quarter of fiscal years 2022 and 2021 respectively ~~and were $629,000 and $273,000 for the first nine months of fiscal years 2022 and 2021, respectively.~~. There were no outstanding accounts payable to that vendor as of ~~April 30,~~October 31, 2022 or July 31, ~~2021.~~

~~15. SUBSEQUENT EVENTS~~

Effective June 3, 2022, we entered into Amendment No. 2 (the “Amendment”) to the Amended and Restated Note Purchase and Private Shelf Agreement (the “Note Agreement”) with PGIM, Inc. (“Prudential”) and certain existing noteholders affiliated with Prudential named therein. The Amendment, among other things, revises the definition of Consolidated EBITDA (Earnings Before Interest, Depreciation, and Amortization) within the Note Agreement.

Effective June 6, 2022, we entered into a modification (the “Modification”) to the credit agreement (the “Credit Agreement”) with BMO Harris N.A. The Modification, among other things, revises the definition of Consolidated EBITDA and Consolidated EBITR (Earnings Before Interest, Taxes, and Rent) within the Credit Agreement.

The revised definitions of Consolidated EBITDA and consolidated EBITR are relevant to our quarterly covenant calculations based on the amended definitions noted above. The goodwill impairment recorded in the three months ended April 30, 2022, described in Note 5 of the Notes to the unaudited Condensed Consolidated Financial Statements was excluded from the quarterly covenant calculations based on the amended definitions summarized above.

2022.

2319

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with the financial statements and the related notes included herein and our Consolidated Financial Statements, accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended July 31, ~~2021.~~2022. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause a difference include, but are not limited to, those discussed under “Forward-Looking Statements” and Item 1A, Risk Factors of our ~~Quarterly Report on Form 10-Q for the quarter ended January 31, 2022 and of our~~ Annual Report on Form 10-K for the fiscal year ended July 31, ~~2021.~~2022.

OVERVIEW

We develop, mine, manufacture and market sorbent products principally produced from clay minerals, primarily consisting of calcium bentonite, attapulgite and ~~to a lesser extent, other clay-like sorbent materials.~~diatomaceous shale. Our principal products include agricultural and horticultural chemical carriers, animal health and nutrition products, ~~bleaching clay and~~cat litter, fluid purification ~~aids, cat litter,~~and filtration bleaching clays, industrial and automotive floor absorbents and sports field products. Our products are sold to two primary customer groups, including customers who resell our products as originally produced to the end consumer and ~~those~~other customers who use our products as part of their production process or use them as an ingredient in their final finished product. We have two reportable operating segments based on the different characteristics of our two primary customer groups: the Retail and Wholesale Products Group and the Business to Business Products Group, as described in Note 11 of the Notes to the unaudited Condensed Consolidated Financial Statements. Each operating segment is discussed individually below.

RESULTS OF OPERATIONS

OVERVIEW

~~In late 2019~~Consolidated net sales and ~~early 2020, COVID-19~~gross profits for the first quarter of fiscal 2023 across both the Retail and Wholesale Products Group and the Business to Business Products Group were up from the same period of fiscal year 2022. Although expenses increased, consolidated net income for the three months ended October 31, 2022 was ~~first reported and then declared a pandemic by~~$5.2 million, compared to $0.6 million in the ~~World Health Organization, and continues to have a worldwide impact. All of our facilities, with the exception of our subsidiary in China (which experienced certain disruptions~~three months ended October 31, 2021.

Consolidated net sales increased approximately $16.0 million or 19% in the first half of our fiscal year 2020 but subsequently resumed operations), have continued to operate as essential businesses during the course of the pandemic as permitted under exceptions in the applicable shelter-in-place mandates due to our inclusion in the Critical Manufacturing Sector as defined by the U.S. Department of Homeland Security and other functions defined as essential by government authorities.Our top priority has been, and continues to be, the safety and health of our employees, contractors, and customers. We have adhered, and continue to adhere, to guidance from the U.S. Centers for Disease Control and Prevention (“CDC”) and local health and governmental authorities with respect to social distancing, physical separation, and cleaning and sanitation programs at each of our facilities. We have not experienced any shut downs due to workforce absences or illnesses.

~~As further discussed below, our consolidated net sales increased in the third~~ quarter ~~and in the first nine months~~ of fiscal year ~~2022~~2023 compared to ~~the third quarter and~~ first nine months of fiscal year 2021. Net sales of our industrial and sports products as well as most of our fluids purification products have mostly returned to pre-pandemic levels as many businesses and sports have re-opened and air travel has been increasing. Despite the overall increase in net sales, we have not experienced any significant issues collecting amounts duefrom customers to date. However, parts of our business continue to be negatively impacted by the pandemic and varying recoveries from and resurgences of the pandemic in certain areas. Net sales for our industrial granules in the United Kingdom have just recently started to increase in fiscal year 2022 as a result of the return of demand following the impact of the pandemic (and also certain timing impacts). While we have had an overall increase in net sales of our fluids purification products, not all regions have resumed travel to the same extent as prior to the pandemic. In addition, net sales of our animal health and nutrition products have been dampened due to COVID-19 in certain geographic areas, particularly in China, which has continued to impose restrictions and quarantine requirements in response to COVID-19 outbreaks. We have also experienced an increase in backlog due, in part, to supply chain disruptions, shipping delays and availability of labor amidst unprecedented demand for our products. We have put in place measures to reduce the backlog that was generated during the first nine months of fiscal year 2022, including hiring additional labor, adding additional work shifts, improving operating productivity in our plants, upgrading our manufacturing facilities and equipment and increasing our overseas freight forwarders.

As discussed below in "Consolidated Results," gross profit has declined in both the third quarter and the first nine months of fiscal year 2022 compared to the same periods in fiscal year 2021 related to rising costs and supply chain disruptions. We have faced longer lead times for some of our materials purchases, which have contributed to an increase in our backlog but we have been able to avoid significant out of stock issues for most of our materials. Where possible, we have found other suppliers to meet the increase in customer demand for our products. In addition, the cost of repair parts has increased but this has not caused any significant disruption to our business. While we have experienced a shortage of production labor at certain times during the

first nine months of fiscal year 2022, which has been a contributing factor to our increase in backlog, we have been able to hire additional labor and reduce our backlog related to production constraints in the third quarter of fiscal year 2022. ~~We are closely monitoring~~Consolidated income from operations in the ~~continuation, resurgence in certain areas, and effects~~first quarter of ~~COVID-19 on all aspects~~fiscal year 2023 increased by $6.1 million compared to the first quarter of ~~our business, including how it has impacted and may impact our suppliers and customers~~fiscal year 2022. This increase is driven by strategic pricing increases as well as growth in the ~~effects of the pandemic on economic conditions and the financial markets. In general, we have seen an increase in costs, particularly~~demand for our products, as it relates to commodities as the economy continues to react to, and recover from, the pandemic and demand surpasses supply. We have also seen costs increasing due to inflation. In addition to rising commodity costs, several of our suppliers have passed along non-commodity price increases they have experienced in their own business. However, we have not experienced any significant interruptions, and we will continue to closely monitor our inventory levels to mitigate the risk of any potential supply interruptions or changes in customer demand. It is possible that significant disruptions could occur if the pandemic and other factors such as labor shortages, ongoing geopolitical tensions, and other strains on the supply chain continue to put pressure on production, transportation, and shipping as a result of an imbalance of supply and demand or if there are continued increases in costs that we are unable to recover. The impacts of COVID-19 and related economic conditions on our future results are uncertain at this time. The scope, duration, and magnitude of the direct and indirect effects of COVID-19 continue to evolve (and in many cases, rapidly) in ways that are difficult or impossible to anticipate. In addition, although COVID-19 has not materially impacted our net sales to date, it remains uncertain whether and how consumers will modify their purchasing habits in response to the ongoing COVID-19 pandemic and/or the lifting or relaxing and/or re-imposition of mandates as various geographies experience resurgences and abatement of the pandemic. As a result, our results to date may not be indicative of the impact that COVID-19 may have on our results for the remainder of fiscal year 2022.

~~The impacts of COVID-19 to our specific operating segments are~~further discussed below.

Our Consolidated Balance Sheets as of October 31, 2022, and our Consolidated Statements of Cash Flows for the first quarter of fiscal year 2023 show a decrease in total cash and cash equivalents from fiscal year-end 2022 driven by higher inventories and capital expenditures on PP&E.

~~NINE~~

THREE MONTHS ENDED ~~APRIL 30,~~OCTOBER 31, 2022 COMPARED TO

~~NINE~~THREE MONTHS ENDED ~~APRIL 30,~~OCTOBER 31, 2021

CONSOLIDATED RESULTS

Consolidated net sales for the ~~nine~~three months ended ~~April 30,~~October 31, 2022 were ~~$255,431,000,~~$98.5 million, a ~~13%~~19% increase compared to net sales of ~~$226,852,000~~$82.5 million for the ~~nine~~three months ended ~~April 30,~~October 31, 2021. Net sales increased for both our Retail and Wholesale Products Group and Business to Business Products Group, primarily due to ~~an increase in sales volume and higher prices instituted to compensate for rising costs. The increase in demand for our products during~~price increases implemented across both product groups.

In the first ~~nine~~three months of fiscal year ~~2022 has led~~2023, we have been able to ~~an increase in~~reduce our backlog of orders. ~~We have hired additional manufacturing~~The actions taken to increase personnel, ~~expanded~~expand our production shifts, ~~increased~~increase production equipment, ~~and made~~make various repairs to equipment, ~~in order to reduce~~and utilize alternative modes of transportation have driven a reduction of our backlog ~~as well as increase our use~~by $1.1 million, a 17% decrease from July 31, 2022. Furthermore, export tonnages shipped for the first three months of ~~alternate modes of transportation.~~fiscal year 2023 exceeded all quarters in fiscal years 2022 and 2021. We continue to ~~analyze the~~implement strategies related to further reduce manufacturing and freight constraints ~~on our operations and implement strategies~~in order to meet the increase in customer demand. Segment results are discussed further below.

Consolidated gross profit for the first ~~nine~~three months of fiscal year ~~2022~~2023 was ~~$45,034,000,~~$22.3 million, or ~~18%~~23% of net sales, compared to ~~$50,435,000,~~$13.8 million, or ~~22%~~17%, of net sales, for the first ~~nine~~three months of fiscal year ~~2021. Higher freight, packaging,~~2022. The increase is driven by higher selling prices, with multiple price increases across our businesses, which are beginning to offset the increases in costs of goods sold. Costs of goods sold continued to rise, driven primarily by per ton increases in natural gas, non-fuel manufacturing and freight costs, offset by lower packaging costs. The cost of natural gas per ton used to operate kilns that dry our clay was 97% higher in the first three months of fiscal year 2023 compared to first three months of fiscal year 2022. There was also a 15% increase in per ton non-fuel manufacturing costs ~~per ton drove~~during the ~~decrease in gross profit. We continue~~first three months of fiscal year 2023 compared to ~~experience high freight~~the first three months of fiscal year 2022, due to higher costs ~~both domestically~~for labor, purchased materials, repairs, utilities, electricity, and ~~with respect to ocean freight.~~diesel. Domestic freight costs per ton ~~excluding the freight we no longer charge to a significant customer who now picks up its own purchases,~~ increased approximately ~~32%~~21% in the first ~~nine~~three months of fiscal year ~~2022~~2023 compared to the same period of fiscal year 2021. The increase relates to, in part, higher transportation rates due to a national driver shortage and tight trucking capacity. The continued increase in cost of diesel fuel has also contributed to the higher transportation rates. Currently, availability of diesel fuel reserves in the United States is tight, which is driving the increase in cost.2022. Ocean freight costs have also increased due to rising fuel costs and export fees. In addition, our overall freight costs can vary between periods depending on the mix of products sold and the geographic distribution of our customers. Packaging costs per ton ~~for~~decreased by approximately 8% in the first ~~nine~~three months of fiscal year ~~2022 were approximately 32% higher~~2023 compared to the first ~~nine~~three months of fiscal year ~~2021~~2023 due to ~~higher~~lower commodity costs, particularly as it relates to resin and pallet costs. Many of our contracts for packaging purchases are subject to periodic price adjustments, which trail changes in underlying commodity prices. The cost of natural gas per ton used to operate kilns that dry our clay was 100% higher in the first nine months of fiscal year 2022 compared to the first nine months of fiscal year 2021 due to higher natural gas prices, which are being driven by demand surpassing available supply as well as the ongoing conflict between Russia and Ukraine. Non-fuel manufacturing costs per ton also increased during the first nine months of fiscal year 2022 compared to fiscal year 2021 by 13%. The increase in non-fuel manufacturing costs relate to higher repairs, utility costs, labor and benefit costs, and costs of purchased materials. In addition to the above, during the first nine months of fiscal year 2022, several suppliers started to pass along non-commodity price increases related to cost increases experienced in their own businesses and we expect such increases to persist. While we have faced higher costs due to the reasons mentioned above, we continue to strive to restore our historical margins utilizing various strategies including reducing costs where possible, increasing sales volume, and implementing price increases.

Total selling, general and administrative (“SG&A”) expenses of ~~$41,054,000~~$15.7 million for the first ~~nine~~three months of fiscal year ~~2022~~2023 were higher by ~~$1,971,000,~~$2.4 million, or 5%18%, compared to ~~$39,083,000~~$13.4 million for the first ~~nine~~three months of fiscal year ~~2021. SG&A expenses for the operating segments were essentially flat for the first nine months of fiscal year 2022 compared to the same period in the prior fiscal year and unallocated~~2022. Unallocated corporate expenses were higher by ~~$1,656,000,~~$1.9 million, or ~~9%.~~30%, driven by higher bonus accrual due to improved quarterly results compared to the Company’s performance target under the annual incentive plan, as well as other corporate expenses. The discussion of the segments' operating incomes below describes the changes in SG&A expenses that were allocated to the operating segments. ~~The increase in unallocated corporate expenses were driven by higher professional fees related to costs for various outside services related to growing business needs and strategic initiatives.~~

~~Loss on impairment~~Total other (expense) income, net of goodwill of $5,644,000 related to the impairment of goodwill at our Retail and Wholesale Products Group reporting unit. Our goodwill impairment test is based on cash flow considerations and other approaches that require significant judgment with respect to volume, revenue, expenses and allocations. We determined that, as a result of lower share prices and the continued adverse impacts of rising costs and additional expenses to prevent supply chain disruptions, that, despite improving margins, we had a triggering event during the third quarter of fiscal 2022 that necessitated a goodwill impairment test and resulted in the carrying value of our Retail and Wholesale Products Group reporting unit being higher than its fair value which led to the $5,644,000 impairment charge.

~~Other income of $892,000~~$(0.1) million for the first ~~nine~~three months of fiscal year ~~2022~~2023 was ~~higher than~~mostly driven by foreign currency translations compared to the ~~same period~~net other income of $0.3 million in the first three months of fiscal year 2021 by $170,000 and included less periodic benefit costs related to our pension plan and insurance recoveries related to our property, plant and equipment partially offset by higher interest expense and exchange rate losses.2022.

Consolidated net ~~(loss)~~ income before taxes for the first ~~nine~~three months of fiscal year ~~2022~~2023 was ~~a loss of $772,000~~$6.4 million compared to ~~net income before taxes of $12,074,000~~$0.7 million for the first ~~nine~~three months of fiscal year ~~2021.~~2022. Results for the first ~~nine~~three months of fiscal year ~~2022~~2023 were driven by the factors discussed above.

We had a tax ~~benefit~~expense for the first ~~nine~~three months of fiscal year ~~2022~~2023 of ~~$1,195,000~~$1.2 million compared to ~~tax expense of $1,651,000~~$0.1 million for the first ~~nine~~three months of fiscal year ~~2021.~~2022. Our tax ~~benefit~~expense was driven primarily by ~~the tax impact of our goodwill impairment, lower~~higher net ~~income and one-time tax savings identified during the third quarter of fiscal year 2022.~~income. We used an estimated annual effective tax rate (“ETR”) in determining our provision for income taxes, which is based on expected annual taxable income and the assessment of various tax deductions, including depletion.

BUSINESS TO BUSINESS PRODUCTS GROUP

Net sales of the Business to Business Products Group for the first ~~nine~~three months of fiscal year 2023 were $33.7 million, an increase of $8.9 million, or 36%, from net sales of $24.8 million for the first three months of fiscal year 2022, ~~increased compared to the first nine months of fiscal year 2021 for~~with strong increases across all our products. Net sales were $92,928,000 for the first nine months of fiscal year 2022, an increase of $12,830,000, or 16%, from net sales of $80,098,000 for the first nine months of fiscal year 2021. Net salesthree of our ~~fluids purification products increased approximately $6,108,000, or 16%, compared to the first nine months of the prior fiscal year. The increase~~businesses in net sales occurred for a variety of reasons, including new customer wins, increased sales to existing customers, increase in air travel in most regions, price increases that were instituted to offset rising costs, and in some cases, timing of net sales. Much of the increase in net sales relates to North America, but net sales in Latin America and Asia also increased and sales in Europe decreased slightly during the first nine months of fiscal year 2022 compared to the same period in fiscal year 2021 due to ocean freight shipping delays. Similar to our Retail and Wholesale Products Group cat litter business, our co-packaged coarse cat litter business experienced a significant increase of $2,527,000 or 23% in net sales during the first nine months of fiscal year 2022 compared to fiscal year 2021 primarily due to price increases and to some extent, an increase in volume.this group. Net sales of our agricultural and horticultural chemical carrier products increased approximately ~~$2,804,000,~~$3.8 million, or ~~15%~~61%, for the first ~~nine~~three months of fiscal year ~~2022~~2023 compared to the same period in fiscal year ~~2021 as~~2022. This is a result of ~~continued strong demand for these products~~price increases as well as strong demand from several large customers. Net sales of our fluids purification products increased approximately $3.2 million, or 21%, compared to the first three months of the prior fiscal year. The increase in net sales was driven by price ~~increases.~~increases and continued demand for our products used in the filtration of edible oil, renewable diesel, and jet fuel. Net sales increased in all regions except for the UK, with the majority of the increase in North America and Latin America when compared to the first three months of fiscal year 2022. Net sales of our animal health and nutrition products increased ~~$1,391,000,~~$1.9 million, or ~~11%~~52%, during the first ~~nine~~three months of fiscal year ~~2022~~2023 compared to the first ~~nine~~three months of the prior year. ~~The increase~~We saw growth in net sales ~~relates~~in all regions except Asia (excluding China) with the most impact coming from Latin America. Latin American sales continued to ~~several new customers,~~benefit from the European Union's ("EU") regulations for antibiotic-free foreign protein imports, as a large percentage of meat is exported from that region to the EU. North American sales rose due to a new product line and increased distribution. The decrease in ~~North America,~~Asia is due to timing and ~~in general, timing of when sales occur. Despite the overall increase in net sales,~~ ocean freight delays ~~continue to negatively impact our business as does COVID-19, particularly in China which has continued to impose restrictions~~ and ~~quarantine requirements in response to COVID-19 outbreaks. See “Foreign Operations” below for a discussion~~not indicative of ~~net~~projected sales for ~~our foreign operations that sell our animal health and nutrition products.~~the year.

SG&A expenses for the Business to Business Products Group increased approximately ~~20%~~24% or ~~$1,771,000~~$0.8 million for the first ~~nine~~three months of fiscal year ~~2022~~2023 compared to the same period of the prior fiscal year. ~~We continued~~The majority of the increase relates to ~~invest in our~~research and development expenses that are now allocated to the animal health business ~~which resulted~~(a change in ~~higher~~where existing costs ~~due to increased headcount of sales~~were allocated), previously included in unallocated corporate expenses and ~~leadership personnel,~~ increased travel costs, and increased marketing efforts associated with our animal feed additives. The increase in SG&A expenses in the first nine months of fiscal year 2022 also related to an increase in bad debt expense and a write off of patent applications. These higher costs were, to some degree, reduced by favorable exchange rates.costs.

The Business to Business Products Group’s operating income for the first ~~nine~~three months of fiscal year ~~2022~~2023 was ~~$20,052,000, a decrease~~$7.3 million, an increase of ~~$764,000,~~$1.8 million, or 4%31%, from operating income of ~~$20,816,000~~$5.5 million for the first ~~nine~~three months of fiscal year ~~2021.~~2022. The ~~decrease~~

increase in operating income was driven by higher ~~freight, packaging, natural gas,~~net sales due to strategic price increases and ~~non-fuel manufacturing costs per ton as discussed in “Consolidated Results” above as well as higher SG&A expenses.~~continued volume growth.

RETAIL AND WHOLESALE PRODUCTS GROUP

Net sales of the Retail and Wholesale Products Group for the first ~~nine~~three months of fiscal year ~~2022~~2023 were ~~$162,503,000,~~$64.9 million, an increase of ~~$15,749,000,~~$7.2 million, or ~~11%~~12%, from net sales of ~~$146,754,000~~$57.7 million for the first ~~nine~~three months of fiscal year ~~2021~~2022 driven by higher net sales of ~~both our~~ cat litter, ~~and~~ industrial and ~~sports products.~~sport products, slightly offset by a small decline in our co-packaged cat litter business. Total cat litter net sales were approximately ~~$10,580,000,~~$5.7 million, or 9%12%, higher compared to the first ~~nine~~three months of the prior fiscal year ~~due to increased~~driven mostly by price increases. Domestic cat litter net sales ~~volume and price increases in response to rising costs. Net sales~~were $46.8 million an increase of ~~branded scoopable litter, private label lightweight and heavyweight litter, and accessories (liners) increased in~~$5.2 million from the first ~~nine~~three months of fiscal year 2022 ~~as we gained business from new customers~~driven primarily by price increases on branded and ~~existing customers either purchased certain~~private label lightweight and coarse litter partially offset by a decrease in net sales of accessories (liners) and private label heavy weight litter. Net sales of co-packaged products decreased by approximately $0.3 million compared to the same period in fiscal year 2022. This decrease was primarily due to our ~~products for the first time or increased the volume~~customer discontinuing export sales to one of their purchases from us. E-commerce sales were also higher during the first nine months of fiscal year 2022 compared to fiscal year 2021. The impact of COVID-19 on increased pet adoption continues to boost salesforeign subsidiaries as well as ~~the overall macro trend~~softer sales volumes domestically. Net sales of ~~increased spending on pets. In addition,~~ cat litter net sales increased despite revising our shipping terms with one of our significant customers in the fourth quarter of fiscal year 2021 to provide that freight charges are the responsibility of such customer and are no longer included in the prices charged. Cat litter net sales by our subsidiary in Canada ~~further contributed to the net sales increase,~~increased period over period, as discussed in “Foreign Operations” below. ~~Also included in the Retail and Wholesale Products Group's results were increased net~~Net sales of our ~~industrial and sports products compared to the first nine months of fiscal year 2021. Net sales of our~~global industrial and sports products increased approximately ~~$5,051,000,~~$1.5 million, or ~~22%~~17%, compared to the first ~~nine~~three months of fiscal year ~~2021,~~2022, primarily due to ~~an increase in volume due to the re-opening of businesses~~price increases across both industrial and ~~sports fields as well as new customers and an increase in selling price per ton as we continue to respond to rising costs.~~sport products.

SG&A expenses for the Retail and Wholesale Products Group were lower by approximately ~~$1,467,000,~~$0.4 million, or ~~11%~~10%, during the first ~~nine~~three months of fiscal year 2023 compared to the first three months of fiscal year 2022, ~~compared to the first nine months of fiscal year 2021~~ primarily due to significantly lower advertising costs partially offset by ~~compliance penalties caused by supply chain disruptions, unfavorable exchange rates and~~higher broker sales commissions which are percentage based on net sales, as well as higher travel ~~and personnel~~ costs. We anticipate total advertising expense in fiscal year ~~2022 will~~2023 to be ~~lower compared to~~higher than fiscal year ~~2021.~~2022 and more in line with historical levels, with spending concentrated in the second half of the year.

The Retail and Wholesale Products Group experienced an operating ~~loss~~income for the first ~~nine~~three months of fiscal year ~~2022~~2023 of ~~$2,113,000, a decrease~~$7.6 million, an increase of ~~$10,596,000,~~$6.3 million, or ~~125%~~491%, from operating income of ~~$8,483,000~~$1.3 million for the first ~~nine~~three months of fiscal year ~~2021. The decrease in operating income~~2022. This was driven primarily by ~~the goodwill impairment charge recorded in the third quarter of fiscal year 2022 as well as higher freight, packaging, natural gas and non-fuel costs which outpaced~~ the increase in ~~net sales as described~~gross margins due to selling price increases partially offset by higher costs of goods sold, and to a much lesser extent lower than expected advertising spend in ~~“Consolidated Results” above.~~the first quarter.

FOREIGN OPERATIONS

Foreign operations include our ~~subsidiaries~~subsidiary in Canada ~~and the United Kingdom,~~ which ~~are~~is reported in the Retail and Wholesale Products Group, and our subsidiaries in the UK, Mexico, China ~~Mexico~~ and Indonesia, which are reported in the Business to Business Products Group. Net sales by our foreign subsidiaries during the first ~~nine~~three months of fiscal year ~~2022~~2023 were ~~$14,353,000,~~$5.8 million, an increase of ~~$1,341,000,~~$1.4 million, or ~~10%~~32%, compared to net sales of ~~$13,012,000~~$4.4 million during the first ~~nine~~three months of fiscal year ~~2021.~~2022. All of our foreign operations, with the exception of our subsidiary in ~~Mexico,~~the UK, experienced an increase in net sales during the first ~~nine~~three months of fiscal year ~~2022~~2023 compared to fiscal year ~~2021.Total~~2022. Total net sales of our subsidiary in Canada during the first ~~nine~~three months of fiscal year 2022 increased by ~~$1,521,000,~~$0.8 million, or ~~22%~~29%, compared to the same period in fiscal year ~~2021~~2022 driven by higher private label cat litter net sales. ~~Cat litter sales were $1,834,000 higher during the first nine months of fiscal year 2022 than in the same period in fiscal year 2021.~~ The increase in cat litter sales was mainly driven by ~~a key customer carrying three of our products for the first time as well as~~ price increases instituted in response to rising ~~costs. The increase~~costs and to a lesser extent by increases in ~~cat litter sales was partially offset by lower net sales of our industrial absorbent granules in the first nine months of fiscal year 2022 compared to the first nine months of fiscal year 2021.~~demand. Net sales of industrial absorbent granules were also higher in the first ~~nine~~three months of fiscal year ~~2021 as companies emerged from the constraints of the pandemic and there was a surge in demand.~~2022 driven mainly by price increases. Net sales of our subsidiary in the United Kingdom in the first ~~nine~~three months of fiscal year ~~2022 increased~~2023 decreased by ~~$118,000,~~$47 thousand, or 8%9%, compared to net sales in the first ~~nine~~three months of fiscal year ~~2021.~~2022. The ~~increase related~~decrease relates to ~~timing~~the impact of ~~net sales and partly due~~foreign currency in addition to ~~demand starting to slowly return post pandemic.~~softer sales. Net sales of our subsidiary in Mexico ~~decreased~~increased during the first ~~nine~~three months of fiscal year 2022 compared to the same period of fiscal year ~~2021~~2022 by ~~$567,000,~~$0.2 million, or ~~28%, as the first nine months of fiscal year 2021 included net sales of products in that region that are no longer part~~38% due to growing demand of our ~~business strategy. Despite the negative impacts of COVID-19 in China, net~~animal health products. Net sales of our subsidiary in China increased ~~$100,000,~~$0.3 million, or 4%63%, during the first ~~nine~~three months of fiscal year 2023 compared to the first three months of fiscal year 2022 ~~compared to the first nine months of fiscal year 2021~~ due primarily to the addition of a new customer. Net sales by our foreign subsidiaries represented 6% and 5% of our consolidated net sales during the first ~~nine~~three months of fiscal years 2023 and 2022, ~~and 2021.~~respectively.

Our foreign subsidiaries reported a net ~~loss~~income of ~~$847,000~~$0.5 million for the first ~~nine~~three months of fiscal year ~~2022,~~2023, compared to a net loss of ~~$177,000~~$0.3 million for the first ~~nine~~three months of fiscal year ~~2021.~~2022. The net ~~loss~~income in the first ~~nine~~three months of fiscal year ~~2022~~2023 was ~~primarily~~ driven by price increases in Canada on our cat litter products, and increased demand in China and Mexico offset by unfavorable impacts of foreign exchange rates ~~lower net sales for our subsidiary~~primarily in Mexico, higher cost of sales, and higher SG&A expenses by our subsidiary in China due to increased sales personnel and marketing of our animal feed additives as we continue to invest in our animal health and nutrition products.the UK.

Identifiable assets of our foreign subsidiaries as of ~~April 30,~~October 31, 2022, were ~~$12,594,000,~~$17.7 million, compared to ~~$12,572,000~~$17.4 million as of July 31, ~~2021.~~ 2022.

~~THREE MONTHS ENDED APRIL 30, 2022 COMPARED TO~~

~~THREE MONTHS ENDED APRIL 30, 2021~~

~~CONSOLIDATED RESULTS~~

Consolidated net sales for the three months ended April 30, 2022 were $85,761,000, a 12% increase compared to net sales of $76,255,000 for the three months ended April 30, 2021. Net sales increased for both our Retail and Wholesale Products Group and Business to Business Products Group due to an increase in sales volume and higher prices instituted to compensate for rising costs. The increase in demand for our products has continued to result in higher backlog but we have put in place measures to reduce backlog. See discussion above in “Results from Operations - Nine Months Ended April 30, 2022 compared to Nine Months ended April 30, 2021” for more detail on backlog. Segment results are discussed below.

Consolidated gross profit for the three months ended April 30, 2022 was $15,630,000, or 18% of net sales, compared to $14,966,000, or 20%, of net sales, for the three months ended April 30, 2021. Higher freight, packaging, natural gas, and non-fuel manufacturing costs per ton drove the decrease in gross profit. Despite the decrease in gross profit compared to the first quarter of fiscal year 2021, we are starting to experience stronger margins during the third quarter of fiscal year 2022 as the selling prices of our products are starting to catch up to rising costs. We continue to experience high freight costs both domestically and with respect to ocean freight. Domestic freight costs per ton, excluding the freight we no longer charge to a significant customer who now picks up its own purchases, increased approximately 27% in the third quarter of fiscal year 2022 compared to the same period of fiscal year 2021. The increase relates, in part, to higher transportation rates due to a national driver shortage and tight trucking capacity. The continued increase in cost of diesel fuel has also contributed to the higher transportation rates. Currently, availability of diesel fuel reserves in the United States is tight, which is driving the increase in cost. Ocean freight costs have increased due to rising fuel costs and export fees. Our overall freight costs can also vary between periods depending on the mix of products sold and the geographic distribution of our customers. Packaging costs per ton for the third quarter of fiscal year 2022 were approximately 24% higher compared to the third quarter of fiscal year 2021 due to higher commodity costs, particularly as it relates to resin and pallet costs. Many of our contracts for packaging purchases are subject to periodic price adjustments, which trail changes in underlying commodity prices. The cost of natural gas per ton used to operate kilns that dry our clay was 115% higher in the third quarter of fiscal year 2022 compared to the third quarter of fiscal year 2021 due to higher natural gas prices which are being driven by demand surpassing available supply as well as the ongoing conflict between Russia and Ukraine. Non-fuel manufacturing costs per ton also increased during the third quarter of fiscal year 2022 compared to fiscal year 2021 by 12%. The increase in non-fuel manufacturing costs relate to higher repairs, utility costs, labor and benefit costs and costs of purchased materials. In addition to the above, several suppliers have passed along non-commodity price increases related to cost increases experienced in their own businesses and we expect such increases to persist. While we have faced higher costs due to the reasons mentioned above, we continue to strive to restore our historical margins utilizing various strategies including reducing costs where possible, increasing sales volume and implementing price increases.

Total SG&A expenses of $14,013,000 for the third quarter of fiscal year 2022 were higher by $978,000, or 8%, compared to $13,035,000 for the third quarter of fiscal year 2021. While unallocated corporate expenses increased 285,000 or 4% during the third quarter of fiscal year 2022 compared to fiscal year 2021, SG&A expenses for the operating segments were the primary driver of the increase. The discussion below describes the SG&A expenses allocated to the operating segments. Unallocated corporate expenses included higher professional fees related to costs for various outside services related to growing business needs and strategic initiatives partially offset by lower personnel costs.

Loss on impairment of goodwill of $5,644,000 related to the impairment of goodwill at our Retail and Wholesale Products Group reporting unit. Our goodwill impairment test is based on cash flow considerations and other approaches that require significant judgment with respect to volume, revenue, expenses and allocations. We determined that, as a result of lower share prices and the continued adverse impacts of rising costs and additional expenses to prevent supply chain disruptions, that, despite improving margins, we had a triggering event during the third quarter of fiscal 2022 that necessitated a goodwill impairment test and resulted in the carrying value of our Retail and Wholesale Products Group reporting unit being higher than its fair value which led to the $5,644,000 impairment charge.

~~Other income of $175,000 for the third quarter of fiscal year 2022 was lower than the same period in fiscal year 2021 by $56,000 and included higher interest expense and exchange rate losses.~~

Consolidated net loss before taxes for the third quarter of fiscal year 2022 was $3,852,000, compared to net income before taxes of $2,162,000 for the third quarter of fiscal year 2021. Results for the third quarter of fiscal year 2022 were driven by the factors described above.

We had a tax benefit for the third quarter of both fiscal years 2022 and 2021 of $1,719,000 and $24,000, respectively. Our tax benefit in the third quarter of fiscal year 2022 was driven primarily by the tax impact of our goodwill impairment, net operating losses and one-time tax savings identified during the third quarter of fiscal year 2022. We used an estimated annual ETR in determining our provision for income taxes, which is based on expected annual taxable income and the assessment of various tax deductions, including depletion. The tax benefit in the third quarter of fiscal year 2021 reflected a decrease in our expected annual taxable income as well as certain employment related credits we were able to take advantage in addition to a tax deduction for foreign-derived income.

~~BUSINESS TO BUSINESS PRODUCTS GROUP~~

Net sales of the Business to Business Products Group for the third quarter of fiscal year 2022 increased compared to the third quarter of fiscal year 2021 for all our products. Net sales were $31,375,000, an increase of $5,082,000, or 19%, from net sales of $26,293,000 for the third quarter of fiscal year 2021. Net sales of our fluids purification products increased approximately $1,974,000, or 16%, in the third quarter of fiscal year 2022 compared to same period in fiscal year 2021. The increase in net sales occurred for a variety of reasons, including new customer wins, increased sales to existing customers, increase in air travel in most regions, price increases that were instituted to offset rising costs and in some cases, timing of net sales. In particular, net sales of our Ultra-Clear products rebounded as global air travel increased compared to the same period last year in most, but not all, regions. Much of the increase in net sales relates to North America, but net sales in Latin America, Europe and Asia either increased or remained essentially flat during the third quarter of fiscal year 2022 compared to the same period in fiscal year 2021. Net sales of our agricultural and horticultural chemical carrier products increased approximately $1,318,000, or 20%, in the third quarter of fiscal year 2022 compared to the same period in fiscal year 2021 driven by both volume and price increases. While volume is still higher during the third quarter of fiscal year 2022 than the same period in fiscal year 2021, several of our customers are still experiencing their own supply chain disruptions, which negatively impacts their demand of our products. Net sales of our animal health and nutrition products increased approximately $978,000, or 23%, in the third quarter of fiscal 2022 compared to the third quarter of fiscal year 2021 due to a significant increase in volume of net sales. The increase in net sales is the direct result of our focus on our animal health and nutrition products and the fruition of increased SG&A efforts to grow the animal health and nutrition business as discussed below. The increase in net sales relates to several new customers, a new product line in North America, and to some extent, timing of when net sales occur. Despite the overall increase in net sales, ocean freight delays continue to negatively impact our business. In addition, while the impacts of COVID-19 are still dampening sales in China as a result of restrictions and quarantine requirements imposed in that region in response to COVID-19 outbreaks, net sales from our subsidiary in China increased during the third quarter of fiscal year 2022 compared to fiscal year 2021 primarily due to a new customer. See “Foreign Operations” below for a discussion of net sales for our foreign operations that sell our animal health and nutrition products. Similar to our Retail and Wholesale Products Group cat litter business, our co-packaged coarse cat litter business experienced a significant increase of $812,000, or 25%, in net sales during the third quarter of fiscal year 2022, compared to the same quarter in fiscal year 2021, primarily due to price increases and to some extent, an increase in sales volume.

SG&A expenses for the Business to Business Products Group increased approximately $1,008,000, or 34%, in the third quarter of fiscal year 2022 compared to the third quarter of fiscal year 2021. We continued to invest in our animal health business, which resulted in higher costs due to increased headcount of sales and leadership personnel, increased travel costs, broker commissions, and increased marketing efforts associated with our animal feed additives. The increase in SG&A expenses in the third quarter of fiscal year 2022 also related to higher bad debt expense and a write off of patent applications. These higher costs were, to some degree, reduced by favorable exchange rates.

The Business to Business Products Group’s operating income for the third quarter of fiscal year 2022 was $5,716,000, a decrease of $705,000, or 11%, from operating income of $6,421,000 in the third quarter of fiscal year 2021. The decrease in operating income was driven by the higher sales partially offset by higher SG&A expenses and an increase in freight, packaging, materials, natural gas, and non-fuel manufacturing costs discussed in “Consolidated Results” above.

~~RETAIL AND WHOLESALE PRODUCTS GROUP~~

Net sales of the Retail and Wholesale Products Group for the third quarter of fiscal year 2022 were $54,386,000, an increase of $4,424,000, or 9%, from net sales of $49,962,000 for the third quarter of fiscal year 2021 driven by net sales of both our cat litter and industrial and sports products. Total cat litter net sales were approximately $3,318,000, or 8%, higher in the third quarter of fiscal year 2022 compared to the same period in fiscal year 2021 due to increased sales volume and price increases in response to rising costs. Net sales of branded scoopable litter, private label lightweight and heavyweight litter increased in the third quarter of fiscal year 2022 as existing customers increased the volume of their purchases from us. The impact of COVID-19 on increased pet adoption continues to boost sales as well as the overall macro trend of increased spending on pets. In addition, cat litter net sales increased despite revising our shipping terms with one of our significant customers in the fourth

quarter of fiscal year 2021 to provide that freight charges are the responsibility of such customer and are no longer included in the prices charged. In addition, net sales of cat litter by our subsidiary in Canada continue to increase as further discussed in “Foreign Operations” below. E-commerce sales decreased during the third quarter of fiscal year 2022 compared to the same period in fiscal year 2021 as we lost one of our customers due to price increases. Also included in the Retail and Wholesale Products Group's results were increased net sales of our industrial and sports products compared to the third quarter of fiscal year 2021. Net sales of our industrial and sports products increased approximately $1,083,000, or 11%, in the third quarter of fiscal year 2022 compared to the third quarter of fiscal year 2021, due to both an increase in volume due to the re-opening of businesses and sports fields and winning some smaller customers as well as an increase in selling price per ton in response to rising costs.

SG&A expenses for the Retail and Wholesale Products Group were lower in the third quarter of fiscal year 2022 than in fiscal year 2021 by 7%, or $293,000, primarily due to lower advertising costs partially offset by compliance penalties caused by supply chain disruptions, unfavorable exchange rates and personnel costs.

The Retail and Wholesale Products Group experienced an operating loss for the third quarter of fiscal year 2022 of $3,113,000, a decrease of $4,968,000, compared to operating income of $1,855,000 for the third quarter of fiscal year 2021. The decrease in operating income was driven by the goodwill impairment charge recorded in the third quarter of fiscal year 2022 as well as higher freight, packaging, natural gas, and non-fuel manufacturing costs which outpaced the increase in net sales as described above in “Consolidated Results.”

~~FOREIGN OPERATIONS~~

Foreign operations include our subsidiaries in Canada and the United Kingdom, which are reported in the Retail and Wholesale Products Group, and our subsidiaries in China, Mexico and Indonesia, which are reported in the Business to Business Products Group. Net sales by our foreign subsidiaries during the third quarter of fiscal year 2022 were $4,727,000, a 13% increase compared to net sales of $4,174,000 in the third quarter of fiscal year 2021. All of our foreign operations, with the exception of our subsidiary in Mexico, experienced an increase in net sales during the third quarter of fiscal year 2022 compared to fiscal year 2021.Total net sales of our subsidiary in Canada during the third quarter of fiscal year 2022 increased by $294,000, or 12%, compared to the same period in fiscal year 2021 driven by cat litter net sales. Cat litter net sales for our subsidiary in Canada increased by approximately $605,000, or 35%, in the third quarter of fiscal year 2022 compared to the same period of fiscal year 2021 due to both an increase in volume and price increases. Cat litter sales in Canada experienced increased sales to existing customers, a key customer carrying three of our products they had not previously purchased, and to some extent, an increase in sales due to our ability to meet demand that our competitors could not. Partially offsetting this increase was a decrease in net sales of our industrial absorbent granules in the third quarter of fiscal year 2022 compared to the same period in fiscal year 2021 because net sales were particularly strong in the third quarter of fiscal year 2021 as companies were emerging from the pandemic and were rebuilding stock. Net sales of our absorbent granules by our subsidiary in the United Kingdom were modestly higher during the third quarter of fiscal year 2022 compared to the same period in fiscal year 2021 by $24,000 or 5%. This increase related partly to timing of net sales and partly to demand starting to slowly return in the United Kingdom. Net sales of our animal health and nutrition products by our subsidiary in China increased in the third quarter of fiscal year 2022 compared to the same period in fiscal year 2021 by $228,000, or 40%, despite the continued impacts of the pandemic in China. The increase in net sales related primarily to a new customer. Net sales by our subsidiary in Mexico decreased $147,000, or 25%, in the third quarter of fiscal year 2022 compared to the same period in fiscal year 2021 as the third quarter of fiscal year 2021 included net sales of products that are no longer part of our business strategy. Our foreign subsidiaries' net sales represented approximately 6% and 5% of consolidated net sales during the third quarter of fiscal years 2022 and 2021, respectively.

Our foreign subsidiaries reported a net loss of $34,000 for the third quarter of fiscal year 2022 compared to a net loss of $134,000 for the third quarter of fiscal year 2021. The net loss in the third quarter of fiscal year 2022 was primarily driven by unfavorable foreign exchange rates, higher cost of sales, and higher SG&A expenses incurred by our subsidiary in China due to increased sales personnel and marketing of our animal feed additives as we continue to invest in our animal health and nutrition products.

LIQUIDITY AND CAPITAL RESOURCES

Our principal liquidity needs are to fund our capital requirements, including funding working capital needs; purchasing and upgrading equipment, facilities (including significant renovations at one of our plants), information systems, and real estate; supporting new product development; investing in infrastructure; repurchasing stock; paying dividends; making pension contributions; and, from time to time, business acquisitions, and funding our debt service requirements. During the first ~~nine~~three months of fiscal year ~~2022,~~2023, we principally funded these short and long-term capital requirements using cash from current operations as well as cash generated in ~~the second quarter of~~ fiscal year 2022 from borrowings under our Series Senior C ~~Notes (described below).~~Notes.

We currently anticipate cash flows from operations and our available sources of liquidity will be sufficient to meet our cash requirements. In addition, we are actively monitoring the timing and collection of our accounts receivable. Given the dynamic nature of COVID-19 and its effects, as well as the current inflationary environment and impacts of supply chain disruption on our business, we will continue to assess our liquidity needs and to actively manage our spending.

The following table sets forth certain elements of our unaudited Condensed Consolidated Statements of Cash Flows (in thousands):


		For the Nine Months Ended April 30,					For the Three Months Ended October 31,
		2022		2021			2022		2021
Net cash provided by operating activities		$	5,460	$	8,340
Net cash provided by (used in) operating activities						Net cash provided by (used in) operating activities	$	3,668	$	(596)
Net cash used in investing activities	Net cash used in investing activities	(16,012)		(10,753)		Net cash used in investing activities	(7,521)		(6,736)
Net cash provided by (used in) financing activities		8,807		(8,324)
Net cash used in financing activities						Net cash used in financing activities	(1,943)		(4,156)
Effect of exchange rate changes on cash and cash equivalents	Effect of exchange rate changes on cash and cash equivalents	(21)		165		Effect of exchange rate changes on cash and cash equivalents	(32)		(48)
Net decrease in cash and cash equivalents	Net decrease in cash and cash equivalents	$	(1,766)	$	(10,572)	Net decrease in cash and cash equivalents	$	(5,828)	$	(11,536)

Net cash provided by operating activities

In addition to net income, as adjusted for depreciation and amortization and other non-cash operating activities, the primary sources and uses of operating cash flows for the first ~~nine~~three months of fiscal years ~~2022~~2023 and ~~2021~~2022 were as follows:

Deferred income taxes increased $1,311,000 in the first nine months of fiscal year 2022 primarily due to the tax benefit related to the deductible portion of noncash impairment charge of goodwill that is deductible for tax purposes in future years. Deferred income taxes decreased $716,000 in the first nine months of fiscal year 2022 due to changes in restricted stock balances in the ordinary course of business.

Accounts receivable, less allowance for doubtful accounts, increased ~~$2,454,000~~$1.6 million in the first ~~nine~~three months of fiscal year ~~2022~~2023 compared to an increase of ~~$3,971,000~~$2.3 million in the first ~~nine~~three months of fiscal year ~~2021. Accounts receivable increased in both fiscal years 2022 and 2021 due to the~~2022. The increase ~~in net sales in both periods. In addition, the variation~~ in accounts receivable ~~balances reflect differences in~~was driven primarily by higher net sales as sales prices increased offset by the level and timing of collections ~~as well as the~~due to payment ~~terms provided to various customers.~~terms.

Inventory increased ~~$11,456,000~~by $5.1 million in the first ~~nine~~three months of both fiscal year ~~2022 compared to a decrease of $524,000 in the first nine months of fiscal year 2021. Inventory increased during the first nine months of fiscal year~~2023 and 2022 due to a combination of rising costs, specifically due to natural gas, purchased materials, electricity, diesel, and freight and the building of inventory levels ~~to meet~~for anticipated seasonal demand and thwart potential supply chain disruptions. We also increased our inventory to be able to meet demand during a planned shutdown for equipment repairs at one of our plants. The decrease in inventory in the first nine months of fiscal year 2021 was due to increased demand, which depleted inventory levels and was partially offset by higher packaging costs.

~~Prepaidexpensesdecreased $181,000~~in the first nine months of fiscal year 2022 due to lower prepaid advertising costs partially offset by higher prepaid insurance costs due to the rising cost of insurance and timing of premium payments. Prepaid expenses increased $2,117,000 in~~thefirstninemonths~~of~~fiscalyear2021drivenprimarily~~by~~prepayment~~of~~incometaxes. This increase in fiscal year 2021 was partially offset by lower prepaid advertising costs and insurance.~~

Other assets decreased ~~$971,000~~by $1.4 million in the first ~~nine~~three months of fiscal year ~~2022~~2023 compared to ~~an increase~~a decrease of ~~$1,066,000~~$0.2 million in the first ~~nine~~three months of fiscal year ~~2021.~~2022. The decrease in other assets in the first ~~nine~~three months of fiscal year ~~2022 related~~2023 relates to capitalized pre-production costs being transferred to property, plant and equipment as the mines are now in ~~production, partly reduced~~production.

Accounts payable increased by ~~an increase in long-term royalties. The increase in other assets~~$1.9 million in the first ~~nine~~three months of fiscal year ~~2021 related primarily~~2023 compared to an increase ~~in capitalized pre-production mining costs partly offset by amortization~~ of ~~our operating lease right-of-use lease assets.~~

~~Accounts payable increased $1,333,000~~$1.3 million in the first ~~nine months of fiscal year 2022 compared to a decrease of $4,227,000 in the first nine months of fiscal year 2021. Higher trade payables drove the increase in accounts payable in the first nine~~three months of fiscal year 2022. Lower trade payables drove the decrease in accounts payable in the first nine months of fiscal year 2021 as well as income taxes payable being in a prepaid position versus a payable position at the end of the third quarter of fiscal year 2021.Trade and freight payables vary in both periods due to the timing of payments, ~~fluctuations in the~~higher cost of goods and services we purchased, production volume levels and vendor payment terms.

Accrued expenses ~~increased $1,120,000~~decreased $1.6 million in the first ~~nine~~three months of fiscal year 2023 compared to an increase of $0.7 million in the first three months of fiscal year 2022. The payout of the prior fiscal year's bonus reduced accrued salaries in both fiscal years, but to a greater extent in fiscal year 2023 as the accrual was higher at year end 2022 than the prior fiscal year. The decrease in accrued expenses is also impacted by the decrease in advertising expenses and other accruals. The decrease in accrued bonus in the first three months of fiscal year 2022 compared to a decrease of $4,070,000 in the first nine months of fiscal year 2021. The increase in accrued expenses during the first nine months of fiscal year 2022 is attributable to an increase in freight costs, natural gas prices and salaries and benefits. These increases were somewhat lessened by lower accrued advertising costs. Accrued expenses decreased $4,070,000 in the first nine months of fiscal year 2021 due to decreases in our discretionary accrued bonus, advertising costs, and real estate taxeswas offset by an increase in accrued ~~freight~~advertising, real estate taxes, professional fees and ~~a reclassification of one of our~~accrued utilities. These accruals ~~from long term to short term. Accrued freight~~ can vary ~~with freight rates, timing of shipments, and production requirements as well as supply and demand.~~based on timing. In addition, accrued plant expenses can also fluctuate due to timing of payments, changes in the cost of goods and services we purchase, production volume levels and vendor payment terms.

Other liabilities decreased ~~$1,593,000~~by $0.4 million in the first ~~nine~~three months of fiscal ~~2022~~year 2023 compared to a decrease of ~~$330,000 during~~$0.5 million in the first ~~nine~~three months of fiscal year ~~2021.~~2022. The ~~decrease~~decreases in ~~other liabilities for the first nine months of~~ both fiscal years 2022 and ~~2021~~2023 relate primarily to ~~the timing of when payments for the deferral of employer taxes under the CARES Act are due.~~a reduction in our operating lease liability.

Net cash used in investing activities

Cash used in investing activities of ~~$16,012,000~~$7.5 million in the first ~~nine~~three months of fiscal year ~~2022~~2023 were higher compared to cash used in investing activities of ~~$10,753,000~~$6.7 million in the first ~~nine~~three months of fiscal year ~~2021~~2022 driven by capital expenditures. During the first ~~nine~~three months of fiscal year ~~2022~~2023 we expanded our plant equipment and improved our facilities to support increased demand for our products as well as made improvements to our IT network.

Net cash used in financing activities

Cash ~~provided by~~used in financing activities of ~~$8,807,000~~$1.9 million in the first ~~nine~~three months of fiscal year ~~2022~~2023 was ~~higher~~lower than cash used in financing activities of ~~$8,324,000~~$4.2 million in the first ~~nine months of fiscal year 2021. The first nine~~three months of fiscal year 2022 ~~included the issuance of $25,000,000 of notes payable offset~~driven by ~~higher repurchases of stock than in the first nine months of fiscal year 2021.~~less share repurchases.

Other

Total cash and investment balances held by our foreign subsidiaries of ~~$3,107,000~~$2.6 million as of ~~April 30,~~October 31, 2022 were slightly ~~higher~~lower than ~~the April 30, 2021~~July 31, 2022 balances of ~~$3,054,000.~~$3.3 million. See further discussion in “Foreign Operations” above.

~~On January 31, 2019, we signed~~We are party to a ~~fifth amendment to our~~ credit agreement (as amended, the “Credit Agreement”) with BMO Harris Bank N.A. (“BMO Harris”), which ~~expires~~terminates on ~~January 31, 2024.~~August 30, 2027. The agreement provides for a ~~$45,000,000~~$45 million unsecured revolving credit ~~agreement~~facility and a maximum of ~~$10,000,000~~$10 million for letters of credit. The agreement terms also state that we may select a variable interest rate based on either the BMO Harris prime rate or ~~a LIBOR-based~~an adjusted SOFR-based rate, plus a margin that varies depending on our debt to earnings ratio, or a fixed rate as agreed between us and BMO Harris. As of ~~April 30,~~October 31, 2022, the variable rates would have been ~~3.75%~~6.25% for the BMO Harris prime-based rate or ~~2.58%~~4.10% for the ~~three-month LIBOR-based~~adjusted SOFR-based rate. The ~~credit agreement~~Credit Agreement contains restrictive covenants that, among other things and under various conditions, limit our ability to incur additional indebtedness or to dispose of assets. The agreement also requires us to maintain a minimum fixed charge coverage ratio and a ~~minimum consolidated~~maximum net ~~worth.~~debt to earnings ratio. As of ~~April 30,~~October 31, 2022 and 2021, we were in compliance with the covenants. There were no borrowings during the first ~~nine~~three months of either fiscal year ~~2021~~2022 or ~~2022.~~2023.

~~On May 15, 2020, we entered into a debt instrument~~We are party to an Amended and Restated Note Purchase and Private Shelf Agreement (as amended, the “Note Agreement”) with PGIM, Inc. (“Prudential”) and certain existing noteholders and purchasers affiliated with Prudential named therein pursuant to which, among other things, we issued ~~$10,000,000~~$10 million in aggregate principal amount of our 3.95% Series B Senior Notes due May 15, 2030 ~~and entered into an amended note agreement that~~of which $8 million aggregate principal amount remained outstanding as of October 31, 2022. The Note Agreement provides ~~the Company~~us with the ability to request, from time to time until May 15, 2023 (or such earlier date as provided for in the agreement), the issuance of additional senior unsecured notes ~~of the Company~~ in an aggregate principal amount of up to ~~$75,000,000~~$75 million minus the aggregate principal amount of the notes then outstanding and the additional notes that have been accepted for purchase. The issuance of such additional notes is at the discretion of the noteholders and purchasers and on an uncommitted basis. Pursuant to the ~~amended note agreement,~~Note Agreement, on December 16, 2021, ~~the Company~~we issued ~~$25,000,000~~$25 million in aggregate principal amount of ~~its~~our 3.25% Series C Senior Notes due December 16, 2031. As of ~~April 30,~~October 31, 2022 outstanding notes payable ~~were $33,788,000,~~totaled $32.8 million, net of ~~$212,000~~$0.2 million of unamortized debt issuance costs.

See Note 158 of the Notes to the unaudited Condensed Consolidated Financial Statements ~~and Item 5 "Other Information"~~ in this Quarterly Report on Form 10-Q for discussion on amendments made to the credit agreement with BMO Harris and our Senior Note Agreements.

As of ~~April 30,~~October 31, 2022, we had remaining authority to repurchase ~~485,196~~433,166 shares of Common Stock and 273,100 shares of Class B Stock under a repurchase plan approved by our Board of Directors (the “Board”). Repurchases may be made on the open

market (pursuant to Rule 10b5-1 plans or otherwise) or in negotiated transactions. The timing, number and manner of share repurchases will be determined by our management pursuant to the repurchase plan approved by our Board.

We believe that cash flow from operations, availability under our revolving credit facility, current cash and investment balances and our ability to obtain other financing, if necessary, will provide ~~adequate cash funds~~sufficient liquidity for foreseeable working capital needs, capital expenditures at existing facilities, deferred compensation payouts, dividend payments and debt service obligations for at least the next 12 months. We expect capital expenditures in fiscal year ~~2022~~2023 to be greater than in fiscal year ~~2021, including capital expenditures to renovate one of our plants, estimated to be approximately $6,500,000.~~2022. We do not believe that these increased capital expenditures will dramatically impact our cash position; however our cash requirements are subject to change as business conditions warrant and opportunities arise. Our anticipated advertising expense for fiscal year ~~2022~~2023 is expected to be ~~lower~~higher compared to fiscal year ~~2021. Adjustments to advertising spending for the remainder of the fiscal year may occur due to any upcoming volatility~~2022 and in ~~the economic environment.~~line with historical pre-pandemic levels.

We continually evaluate our liquidity position and anticipated cash needs, as well as the financing options available to obtain additional cash reserves. Our ability to fund operations, to make planned capital expenditures, to make scheduled debt payments, to contribute to our pension plan and to remain in compliance with all financial covenants under debt agreements, including, but not limited to, the current credit agreement, depends on our future operating performance, which, in turn, is subject to prevailing economic conditions and to financial, business and other factors. The timing and size of any new business ventures or acquisitions that we complete may also impact our cash requirements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

This discussion and analysis of financial condition and results of operations is based on our unaudited Condensed Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP for interim financial information and in compliance with instructions to Form 10-Q and Article 10 of Regulation S-X. The preparation of these financial statements requires the use of estimates and assumptions related to the reporting of assets, liabilities, revenues, expenses and related disclosures. In preparing these financial statements, we have made our best estimates and judgments of certain amounts included in the financial statements. Estimates and assumptions are revised periodically. Actual results could differ from these estimates. See the information concerning our critical accounting policies included under “Management’s Discussion of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended July 31, ~~2021.~~2022.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report on Form 10-Q. The controls evaluation was conducted under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based upon the controls evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the SEC, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

We have not experienced any material impact to our internal controls over financial reporting despite the fact that many of our employees are still working ~~remotely due to COVID-19.~~remotely. We are continually monitoring and assessing the effects of ~~COVID-19~~a hybrid work model on our internal controls to minimize the impact to their design and operating effectiveness.

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the fiscal quarter ended ~~April 30,~~October 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including the CEO and CFO, do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

PART II – OTHER INFORMATION

Items 1, 3 and 5 of this Part II are either inapplicable or are answered in the negative and are omitted pursuant to the instructions to Part II.

ITEM 1A. RISK FACTORS

The Company's operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, “Risk Factors” in the Company's Annual Report on Form 10-K for the year ended July 31, ~~2021.~~2022. There have been no material changes to our risk factors since the Company's Annual Report on Form 10-K for the year ended July 31, ~~2021 except as set forth in the Company's Quarterly Report for the quarter ended January 31,~~ 2022.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended ~~April 30,~~October 31, 2022, we did not sell any securities which were not registered under the Securities Act of 1933. The following chart summarize our Common Stock and Class B stock purchases during this period. There are no shares of our Class A Common Stock currently outstanding.

ISSUER PURCHASES OF EQUITY SECURITIES1, 2
(a) (b) (c) (d)
For the Three Months Ended April 30, 2022
Total Number of Shares Purchased3
Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Number of Shares that may yet be Purchased Under Plans or Programs4
Common Stock
February 1, 2022 to February 28, 2022 1,038 $33.78 — 636,071
March 1, 2022 to March 31, 2022 98,112 $28.42 — 537,959
April 1, 2022 to April 30, 2022 52,763 $28.08 — 485,196


ISSUER PURCHASES OF EQUITY SECURITIES1, 2
	(a)	(b)	(c)	(d)
For the Three Months Ended October 31, 2022	Total Number of Shares Purchased3	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that may yet be Purchased Under Plans or Programs4
Common Stock
August 1, 2022 to August 31, 2022	—	$—	—	436,526
September 1, 2022 to September 30, 2022	—	$—	—	436,526
October 1, 2022 to October 31, 2022	3,360	$27.40	—	433,166

1 The table summarizes repurchases of (and remaining authority to repurchase) shares of our Common Stock. Our Board of Directors authorized the repurchase of 300,000 shares of Class B Stock on March 21, 2018, however there have been no repurchases of Class B Stock for the three months ended October 31, 2022, and the authorized Class B Stock is not included in the table above. No shares of our Class A Common Stock are currently outstanding. Descriptions of our Common Stock, Class B Stock and Class A Common Stock are contained in Exhibit 4.1 ~~to our~~of the Annual Report on Form 10-K for the fiscal year ended July 31, ~~2021 filed with the SEC.~~2022.

2 The figures in the table reflect transactions according to the settlement dates. For purposes of our unaudited consolidated financial statements included in this Form 10-Q, the impact of these repurchases is recorded according to the settlement dates.

3 Includes 1,913 Common Stock shares surrendered by employees to pay taxes related to restricted stock awards.

4 Our Board of Directors authorized the repurchase of 250,000 shares of Common Stock on June 14, 2012 and an additional 750,000 shares of Common Stock on March 11, 2019. These authorizations do not have a stated expiration date. ~~Our Board of Directors authorized the repurchase of 300,000 shares of Class B stock on March 21, 2018.~~ The share numbers in this column indicate the number of shares of Common Stock that may yet be repurchased under these authorizations. Repurchases may be made on the open market (pursuant to Rule 10b5-1 plans or otherwise) or in negotiated transactions. The timing, number and manner of share repurchases will be determined by our management.

ITEM 4. MINE SAFETY DISCLOSURES

Our mining operations are subject to regulation by the Mine Safety and Health Administration under authority of the Federal Mine Safety and Health Act of 1977, as amended. Information concerning mine safety violations or other regulatory matters required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Quarterly Report on Form 10-Q.

~~ITEM 5. OTHER INFORMATION~~

Effective June 3, 2022, the Company entered into Amendment No. 2 (the “Amendment”) to the Amended and Restated Note Purchase and Private Shelf Agreement (the “Note Agreement”) with PGIM, Inc. (“Prudential”) and certain existing noteholders affiliated with Prudential named therein and, effective June 6, 2022, a modification (the “Modification”) to the credit agreement with BMO Harris. Among other things, the Amendment revises the definition of Consolidated EBITDA within the Note Agreement and the Modification revises definition of Consolidated EBITDA and Consolidated EBITR within the credit agreement. See Note 15 of the Notes to the unaudited Condensed Consolidated Financial Statements, which is incorporated herein by reference. The foregoing description of the Amendment and Modification is only a summary and is qualified in its entirety by reference to the full text of the Amendment and Modification, which are filed as exhibits to this Quarterly Report on this Form 10-Q.

3526

ITEM 6. EXHIBITS

Exhibit
No.

Description

SEC Document Reference

~~10.1~~

~~Oil-Dri BMO -~~ ~~Modification~~ ~~to BMO Harris Bank N.A. Credit Agreement~~.

~~Filed herewith.~~

~~10.2~~

~~Amendment No. 2 to Amended and Restated Note Purchase and Private Shelf Agreement~~.

~~Filed herewith.~~

~~Statement re: Computation of Earnings Per Share.~~

~~Filed herewith.~~

Certifications pursuant to Rule 13a–14(a).

Filed herewith.

Certifications pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002.

Furnished herewith.

Mine Safety Disclosures.

Filed herewith.

101.SCH

XBRL Taxonomy Extension Schema Document

Filed herewith.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

Filed herewith.

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

Filed herewith.

101.LAB

XBRL Taxonomy Extension Labels Linkbase Document

Filed herewith.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase

Filed herewith.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101

Filed herewith.

Note: Stockholders may receive copies of the above listed exhibits, without fee, by written request to Investor Relations, Oil-Dri Corporation of America, 410 North Michigan Avenue, Suite 400, Chicago, Illinois 60611-4213, by telephone at (312) 321-1515 or by e-mail to info@oildri.com.

3627

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 thereunto duly authorized.

OIL-DRI CORPORATION OF AMERICA

(Registrant)

BY /s/ Daniel S. Jaffee

Daniel S. Jaffee

Chairman, President and Chief Executive Officer

BY /s/ Susan M. Kreh

Susan M. Kreh

Chief Financial Officer

Dated: ~~June 7,~~December 6, 2022

3728


	For the Three Months Ended April 30
	(unaudited)
	Number of Shares
	Common & Class B Stock	Treasury Stock	Common & Class B Stock		Additional Paid-In Capital		Retained Earnings		Treasury Stock		Accumulated Other Comprehensive Loss		Non-Controlling Interest		Total Stockholders’ Equity
Balance, January 31, 2021	10,937,617	(3,507,783)	$	1,094	$	46,890	$	181,265	$	(65,071)	$	(11,517)	$	(220)	$	152,441
Net Income (Loss)	—	—	—		—		2,227		—		—		(41)		2,186
Other Comprehensive Income	—	—	—		—		—		—		277		—		277
Dividends Declared	—	—	—		—		(1,789)		—		—		—		(1,789)
Purchases of Treasury Stock	—	(21,159)	—		—		—		(736)		—		—		(736)
Net issuance of stock under long-term incentive plans	5,000	(4,350)	—		142		—		(141)		—		—		1
Amortization of Restricted Stock	—	—	—		559		—		—		—		—		559
Balance, April 30, 2021	10,942,617	(3,533,292)	$	1,094	$	47,591	$	181,703	$	(65,948)	$	(11,240)	$	(261)	$	152,939

Balance, January 31, 2022	11,065,024	(3,732,596)	$	1,107	$	50,220	$	179,322	$	(72,862)	$	(4,158)	$	(338)	$	153,291
Net Loss	—	—	—		—		(2,109)		—		—		(24)		(2,133)
Other Comprehensive Loss	—	—	—		—		—		—		(67)		—		(67)
Dividends Declared	—	—	—		—		(1,845)		—		—		—		(1,845)
Purchases of Treasury Stock	—	(151,913)	—		—		—		(4,305)		—		—		(4,305)
Net issuance of stock under long-term incentive plans	15,000	(2,700)	1		83		—		(84)		—		—		—
Amortization of Restricted Stock	—	—	—		814		—		—		—		—		814
Balance, April 30, 2022	11,080,024	(3,887,209)	$	1,108	$	51,117	$	175,368	$	(77,251)	$	(4,225)	$	(362)	$	145,755


	For the Three Months Ended April 30, 2021
	As Previously Reported		Corrections		As Corrected
Cost of Sales	$	(59,732)	$	(1,557)	$	(61,289)

Selling, General and Administrative Expenses	$	(14,592)	$	1,557	$	(13,035)

	For the Nine Months Ended April 30, 2021
	As Previously Reported		Corrections		As Corrected
Cost of Sales	$	(171,853)	$	(4,564)	$	(176,417)

Selling, General and Administrative Expenses	$	(43,647)	$	4,564	$	(39,083)