Cover Page
Cover Page | 9 Months Ended |
Apr. 30, 2022shares | |
Entity Information | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Apr. 30, 2022 |
Document Transition Report | false |
Entity File Number | 001-12622 |
Entity Registrant Name | OIL-DRI CORPORATION OF AMERICA |
Entity Central Index Key | 0000074046 |
Current Fiscal Year End Date | --07-31 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | Q3 |
Amendment Flag | false |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 36-2048898 |
Entity Address, Address Line One | 410 North Michigan Avenue |
Entity Address, Address Line Two | Suite 400 |
Entity Address, Postal Zip Code | 60611-4213 |
Entity Address, City or Town | Chicago |
Entity Address, State or Province | IL |
City Area Code | 312 |
Local Phone Number | 321-1515 |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Title of 12(b) Security | Common Stock, par value $0.10 per share |
Trading Symbol | ODC |
Security Exchange Name | NYSE |
Common Stock | |
Entity Information | |
Entity Common Stock, Shares Outstanding | 5,147,400 |
Common Class B | |
Entity Information | |
Entity Common Stock, Shares Outstanding | 2,045,415 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Apr. 30, 2022 | Jul. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 22,825 | $ 24,591 |
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 |
Prepaid repairs expense | 6,150 | 6,088 |
Prepaid expenses and other assets | 6,489 | 6,742 |
Total Current Assets | 113,702 | 101,942 |
Property, Plant and Equipment | ||
Cost | 276,396 | 274,825 |
Less accumulated depreciation and amortization | (174,166) | (178,885) |
Total Property, Plant and Equipment, Net | 102,230 | 95,940 |
Other Assets | ||
Goodwill | 3,618 | 9,262 |
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 |
Deferred income taxes | 3,410 | 2,096 |
Operating lease right-of-use assets | 9,934 | 8,619 |
Other | 6,836 | 7,500 |
Total Other Assets | 25,520 | 29,684 |
Total Assets | 241,452 | 227,566 |
Current Liabilities | ||
Current maturities of notes payable | 1,000 | 1,000 |
Accounts Payable | 10,099 | 9,206 |
Dividends payable | 1,845 | 1,865 |
Operating lease liabilities | 1,766 | 2,036 |
Accrued expenses | 26,697 | 24,883 |
Total Current Liabilities | 41,407 | 38,990 |
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 |
Deferred compensation | 4,926 | 4,370 |
Pension and postretirement benefits | 3,919 | 4,922 |
Long-term operating lease liabilities | 9,552 | 8,022 |
Other | 3,105 | 4,152 |
Total Noncurrent Liabilities | 54,290 | 29,344 |
Total Liabilities | 95,697 | 68,334 |
Stockholders’ Equity | ||
Additional paid-in capital | 51,117 | 48,271 |
Retained earnings | 175,368 | 180,443 |
Noncontrolling interest | (362) | (307) |
Accumulated Other Comprehensive Loss: | ||
Pension and postretirement benefits | (4,349) | (4,428) |
Cumulative translation adjustment | 124 | 311 |
Total Accumulated Other Comprehensive Loss | (4,225) | (4,117) |
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) |
Total Stockholders' Equity | 145,755 | 159,232 |
Total Liabilities & Stockholders’ Equity | 241,452 | 227,566 |
Common Stock | ||
Stockholders’ Equity | ||
Common Stock, Value, Issued | 868 | 856 |
Common Class B | ||
Stockholders’ Equity | ||
Common Stock, Value, Issued | $ 240 | $ 240 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheet Parenthetical - USD ($) $ in Thousands | Apr. 30, 2022 | Jul. 31, 2021 |
Allowance for doubtful accounts | $ 1,149 | $ 1,174 |
Accumulated amortization of other intangibles | 497 | 385 |
Accumulated amortization of customer lists | 7,536 | 7,321 |
Net unamortized debt issuance costs | $ 212 | $ 122 |
Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, shares issued | 8,682,968 | 8,561,311 |
Treasury stock, common shares | 3,535,568 | 3,192,702 |
Common Class B | ||
Common stock, par value (in dollars per share) | $ 0.10 | $ 0.10 |
Common stock, shares issued | 2,397,056 | 2,397,056 |
Treasury stock, common shares | 351,641 | 346,491 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Net Sales | $ 85,761 | $ 76,255 | $ 255,431 | $ 226,852 |
Cost of Sales | (70,131) | (61,289) | (210,397) | (176,417) |
Gross Profit | 15,630 | 14,966 | 45,034 | 50,435 |
Selling, General and Administrative Expenses | (14,013) | (13,035) | (41,054) | (39,083) |
Loss on Impairment of Goodwill | (5,644) | 0 | (5,644) | 0 |
(Loss) Income from Operations | (4,027) | 1,931 | (1,664) | 11,352 |
Other (Expense) Income | ||||
Interest expense | (378) | (186) | (868) | (542) |
Interest income | 9 | 14 | 26 | 54 |
Other, net | 544 | 403 | 1,734 | 1,210 |
Total Other Income, Net | 175 | 231 | 892 | 722 |
(Loss) Income Before Income Taxes | (3,852) | 2,162 | (772) | 12,074 |
Income Tax Benefit (Expense) | 1,719 | 24 | 1,195 | (1,651) |
Net (Loss) Income | (2,133) | 2,186 | 423 | 10,423 |
Net Loss Attributable to Noncontrolling Interest | (24) | (41) | (55) | (87) |
Net (Loss) Income Attributable to Oil-Dri | $ (2,109) | $ 2,227 | $ 478 | $ 10,510 |
Common Stock | ||||
Net (Loss) Income Per Share | ||||
Basic Common (in dollars per share) | $ (0.32) | $ 0.32 | $ 0.06 | $ 1.52 |
Diluted Common (in dollars per share) | $ (0.32) | $ 0.32 | $ 0.06 | $ 1.49 |
Average Shares Outstanding | ||||
Basic Common (in shares) | 4,932 | 5,133 | 5,042 | 5,144 |
Diluted Common (in shares) | 4,932 | 5,242 | 5,153 | 5,256 |
Dividends Declared Per Share (in dollars per share) | $ 0.2700 | $ 0.2600 | $ 0.8100 | $ 0.7800 |
Common Stock | Restricted Stock Units (RSUs) | ||||
Average Shares Outstanding | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share (in shares) | 101 | |||
Common Class B | ||||
Net (Loss) Income Per Share | ||||
Basic Common (in dollars per share) | $ (0.24) | 0.24 | 0.05 | 1.14 |
Diluted Common (in dollars per share) | $ (0.24) | $ 0.24 | $ 0.05 | $ 1.11 |
Average Shares Outstanding | ||||
Basic Common (in shares) | 1,939 | 1,925 | 1,933 | 1,928 |
Diluted Common (in shares) | 1,939 | 1,965 | 1,963 | 1,969 |
Dividends Declared Per Share (in dollars per share) | $ 0.2025 | $ 0.1950 | $ 0.6075 | $ 0.5850 |
Common Class B | Restricted Stock Units (RSUs) | ||||
Average Shares Outstanding | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share (in shares) | 19 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Net (Loss) Income Attributable to Oil-Dri | $ (2,109) | $ 2,227 | $ 478 | $ 10,510 |
Other Comprehensive (Loss) Income: | ||||
Pension and postretirement benefits (net of tax) | 26 | 165 | 79 | 494 |
Cumulative translation adjustment | (93) | 112 | (187) | 520 |
Other Comprehensive (Loss) Income | (67) | 277 | (108) | 1,014 |
Total Comprehensive (Loss) Income | $ (2,176) | $ 2,504 | $ 370 | $ 11,524 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders Equity Statement - USD ($) $ in Thousands | Total | Common & Class B Stock | Additional Paid-in Capital | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Loss | Noncontrolling Interest |
Total, Beginning of Period at Jul. 31, 2020 | $ 147,964 | $ 1,089 | $ 44,993 | $ 176,579 | $ (62,269) | $ (12,254) | $ (174) |
Common & Class B Stock, Beginning of Period (in shares) at Jul. 31, 2020 | 10,886,405 | ||||||
Treasury Stock, Beginning of Period (in shares) at Jul. 31, 2020 | (3,426,046) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (Loss) Income Attributable to Oil-Dri | 10,510 | $ 0 | 0 | 10,510 | $ 0 | 0 | |
Net Loss Attributable to Noncontrolling Interest | (87) | (87) | |||||
Net (Loss) Income, Including Portion Attributable to Noncontrolling Interest | 10,423 | ||||||
Other Comprehensive (Loss) Income | 1,014 | 0 | 0 | 0 | 0 | 1,014 | 0 |
Dividends Declared | (5,386) | 0 | 0 | (5,386) | 0 | 0 | 0 |
Purchases of Treasury Stock | (2,925) | 0 | 0 | 0 | $ (2,925) | 0 | 0 |
Purchases of Treasury Stock (in shares) | (81,746) | ||||||
Net issuance of stock under long-term incentive plans | 0 | $ 5 | 749 | 0 | $ 754 | 0 | 0 |
Net issuance of stock under long-term incentive plans (in shares) | (56,212) | (25,500) | |||||
Amortization of Restricted Stock | 1,849 | $ 0 | 1,849 | 0 | $ 0 | 0 | 0 |
Total, End of Period at Apr. 30, 2021 | 152,939 | $ 1,094 | 47,591 | 181,703 | $ (65,948) | (11,240) | (261) |
Common Stock & Class B Stock, End of Period (in shares) at Apr. 30, 2021 | 10,942,617 | ||||||
Treasury Stock, End of Period (in shares) at Apr. 30, 2021 | (3,533,292) | ||||||
Total, Beginning of Period at Jan. 31, 2021 | 152,441 | $ 1,094 | 46,890 | 181,265 | $ (65,071) | (11,517) | (220) |
Common & Class B Stock, Beginning of Period (in shares) at Jan. 31, 2021 | 10,937,617 | ||||||
Treasury Stock, Beginning of Period (in shares) at Jan. 31, 2021 | (3,507,783) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (Loss) Income Attributable to Oil-Dri | 2,227 | $ 0 | 0 | 2,227 | $ 0 | 0 | |
Net Loss Attributable to Noncontrolling Interest | (41) | (41) | |||||
Net (Loss) Income, Including Portion Attributable to Noncontrolling Interest | 2,186 | ||||||
Other Comprehensive (Loss) Income | 277 | 0 | 0 | 0 | 0 | 277 | 0 |
Dividends Declared | (1,789) | 0 | 0 | (1,789) | 0 | 0 | 0 |
Purchases of Treasury Stock | (736) | 0 | 0 | 0 | $ (736) | 0 | 0 |
Purchases of Treasury Stock (in shares) | (21,159) | ||||||
Net issuance of stock under long-term incentive plans | 1 | $ 0 | 142 | 0 | $ 141 | 0 | 0 |
Net issuance of stock under long-term incentive plans (in shares) | (5,000) | (4,350) | |||||
Amortization of Restricted Stock | 559 | $ 0 | 559 | 0 | $ 0 | 0 | 0 |
Total, End of Period at Apr. 30, 2021 | 152,939 | $ 1,094 | 47,591 | 181,703 | $ (65,948) | (11,240) | (261) |
Common Stock & Class B Stock, End of Period (in shares) at Apr. 30, 2021 | 10,942,617 | ||||||
Treasury Stock, End of Period (in shares) at Apr. 30, 2021 | (3,533,292) | ||||||
Total, Beginning of Period at Jul. 31, 2021 | 159,232 | $ 1,096 | 48,271 | 180,443 | $ (66,154) | (4,117) | (307) |
Common & Class B Stock, Beginning of Period (in shares) at Jul. 31, 2021 | 10,958,367 | ||||||
Treasury Stock, Beginning of Period (in shares) at Jul. 31, 2021 | (3,539,193) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (Loss) Income Attributable to Oil-Dri | 478 | $ 0 | 0 | 478 | $ 0 | 0 | |
Net Loss Attributable to Noncontrolling Interest | (55) | (55) | |||||
Net (Loss) Income, Including Portion Attributable to Noncontrolling Interest | 423 | ||||||
Other Comprehensive (Loss) Income | (108) | 0 | 0 | 0 | 0 | (108) | 0 |
Dividends Declared | (5,553) | 0 | 0 | (5,553) | 0 | 0 | 0 |
Purchases of Treasury Stock | (10,506) | 0 | 0 | 0 | $ (10,506) | 0 | 0 |
Purchases of Treasury Stock (in shares) | (330,916) | ||||||
Net issuance of stock under long-term incentive plans | 0 | $ 12 | 579 | 0 | $ 591 | 0 | 0 |
Net issuance of stock under long-term incentive plans (in shares) | (121,657) | (17,100) | |||||
Amortization of Restricted Stock | 2,267 | $ 0 | 2,267 | 0 | $ 0 | 0 | 0 |
Total, End of Period at Apr. 30, 2022 | 145,755 | $ 1,108 | 51,117 | 175,368 | $ (77,251) | (4,225) | (362) |
Common Stock & Class B Stock, End of Period (in shares) at Apr. 30, 2022 | 11,080,024 | ||||||
Treasury Stock, End of Period (in shares) at Apr. 30, 2022 | (3,887,209) | ||||||
Total, Beginning of Period at Jan. 31, 2022 | 153,291 | $ 1,107 | 50,220 | 179,322 | $ (72,862) | (4,158) | (338) |
Common & Class B Stock, Beginning of Period (in shares) at Jan. 31, 2022 | 11,065,024 | ||||||
Treasury Stock, Beginning of Period (in shares) at Jan. 31, 2022 | (3,732,596) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Net (Loss) Income Attributable to Oil-Dri | (2,109) | $ 0 | 0 | (2,109) | $ 0 | 0 | |
Net Loss Attributable to Noncontrolling Interest | (24) | (24) | |||||
Net (Loss) Income, Including Portion Attributable to Noncontrolling Interest | (2,133) | ||||||
Other Comprehensive (Loss) Income | (67) | 0 | 0 | 0 | 0 | (67) | 0 |
Dividends Declared | (1,845) | 0 | 0 | (1,845) | 0 | 0 | 0 |
Purchases of Treasury Stock | (4,305) | 0 | 0 | 0 | $ (4,305) | 0 | 0 |
Purchases of Treasury Stock (in shares) | (151,913) | ||||||
Net issuance of stock under long-term incentive plans | 0 | $ 1 | 83 | 0 | $ 84 | 0 | 0 |
Net issuance of stock under long-term incentive plans (in shares) | (15,000) | (2,700) | |||||
Amortization of Restricted Stock | 814 | $ 0 | 814 | 0 | $ 0 | 0 | 0 |
Total, End of Period at Apr. 30, 2022 | $ 145,755 | $ 1,108 | $ 51,117 | $ 175,368 | $ (77,251) | $ (4,225) | $ (362) |
Common Stock & Class B Stock, End of Period (in shares) at Apr. 30, 2022 | 11,080,024 | ||||||
Treasury Stock, End of Period (in shares) at Apr. 30, 2022 | (3,887,209) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net Income | $ 423 | $ 10,423 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 10,034 | 10,653 |
Non-cash stock-based compensation | 2,267 | 1,849 |
Deferred income taxes | (1,311) | 716 |
Provision for bad debts and cash discounts | (1) | (107) |
Loss on Impairment of Goodwill | 5,644 | 0 |
Loss on impairment of patent applications | 323 | 0 |
Loss on the disposals of property, plant and equipment | 346 | 10 |
(Increase) Decrease in assets: | ||
Accounts receivable | (2,453) | (3,864) |
Inventories | (11,456) | 524 |
Prepaid expenses | 181 | (2,117) |
Other assets | 971 | (1,066) |
Increase (Decrease) in liabilities: | ||
Accounts payable | 1,333 | (4,227) |
Accrued expenses | 1,120 | (4,070) |
Deferred compensation | 556 | 602 |
Pension and postretirement benefits | (924) | (656) |
Other liabilities | (1,593) | (330) |
Total Adjustments | 5,037 | (2,083) |
Net Cash Provided by Operating Activities | 5,460 | 8,340 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Capital expenditures | (16,012) | (10,757) |
Proceeds from sale of property, plant, and equipment | 0 | 4 |
Net Cash Used in Investing Activities | (16,012) | (10,753) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of notes payable | 25,000 | 0 |
Payments of debt issuance costs | (114) | 0 |
Dividends paid | (5,573) | (5,399) |
Purchase of treasury stock | (10,506) | (2,925) |
Net Cash Provided by (Used in) Financing Activities | 8,807 | (8,324) |
Effect of exchange rate changes on Cash and Cash Equivalents | (21) | 165 |
Net Decrease in Cash and Cash Equivalents | (1,766) | (10,572) |
Cash and Cash Equivalents, Beginning of Period | 24,591 | 40,890 |
Cash and Cash Equivalents, End of Period | 22,825 | 30,318 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Interest payments, net of amounts capitalized | 178 | 198 |
Income tax payments | 219 | 1,482 |
Capital expenditures accrued, but not paid | 1,071 | 751 |
Cash dividends declared and accrued, but not paid | $ 1,845 | $ 1,795 |
Basis of Statement Presentation
Basis of Statement Presentation | 9 Months Ended |
Apr. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Statement Presentation | 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 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, 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. Management Use of Estimates The preparation of the unaudited Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires the use of 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. All of our estimates and assumptions are revised periodically. Actual results could differ from these estimates. Summary of Significant Accounting Policies Our significant accounting policies, which are detailed in our Annual Report on Form 10-K for the fiscal year ended July 31, 2021, 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 based on our historical experience 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. 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 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. 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. 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, 2022 and July 31, 2021, respectively. This liability is reported in Other within Accrued Expenses on the unaudited Condensed Consolidated Balance Sheet. Revenue recognized during the nine months ended April 30, 2022 that was included in the liability for advance payments at the beginning of the period was $187,000. 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, in response to the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into U.S. law. The CARES Act provides for, among other things, deferral 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. |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Apr. 30, 2022 | |
NEW ACCOUNTING PRONOUNCEMENTS [Abstract] | |
New Accounting Pronouncements | 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 debt agreements that reference LIBOR and to the extent that those agreements are modified to replace LIBOR with another interest rate index, 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. |
Inventories
Inventories | 9 Months Ended |
Apr. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES The composition of inventories is as follows (in thousands): April 30, July 31, Finished goods $ 18,084 $ 14,179 Packaging 9,043 5,084 Other 7,824 4,335 Total Inventories $ 34,951 $ 23,598 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 at April 30, 2022 and |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Apr. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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, 2022 and July 31, 2021. Balances of accounts receivable and accounts payable approximated their fair values at April 30, 2022 and July 31, 2021 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 and $10,231,000 as of April 30, 2022 and July 31, 2021, 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. |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Notes) | 9 Months Ended |
Apr. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | 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 in the third quarter of fiscal years 2022 and 2021, respectively. Intangible amortization expense was $369,000 and $451,000 in the first nine months of fiscal years 2022 and 2021, respectively. Estimated intangible amortization for the remainder of fiscal year 2022 is $116,000. Estimated intangible amortization for the next five fiscal years is as follows (in thousands): 2023 $ 261 2024 $ 125 2025 $ 101 2026 $ 98 2027 $ 95 We have one acquired trademark recorded at a cost of $376,000 that was determined to have an indefinite life and is not amortized. Much of 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 the carrying value of our Retail and Wholesale Products Group reporting unit was higher than its fair value. As a result, we recorded goodwill impairment of $5,644,000 which left no remaining goodwill in the Retail and Wholesale Products Group reporting unit. We also performed a quantitative impairment analysis on 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. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Apr. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current | ACCRUED EXPENSES Accrued expenses is as follows (in thousands): April 30, July 31, Salaries, Wages, Commissions and Employee Benefits $ 11,185 $ 10,806 Trade promotions and advertising 1,335 1,653 Freight 3,795 2,845 Real Estate Tax 631 1,002 Other 9,751 8,577 $ 26,697 $ 24,883 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 at April 30, 2022 than July 31, 2021 due to an increase in accrual for rising natural gas costs and timing of certain plant purchases and expenses. |
Other Contingencies
Other Contingencies | 9 Months Ended |
Apr. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Other Contingencies | OTHER CONTINGENCIESWe 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 or the nine months ended April 30, 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. |
Debt
Debt | 9 Months Ended |
Apr. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | DEBT Effective December 16, 2021 (the “Effective Date”), we entered into Amendment No. 1 (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 provides that, among other things, an excess leverage fee will be applied to the interest rate applicable to 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 of 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. |
Leases (Notes)
Leases (Notes) | 9 Months Ended |
Apr. 30, 2022 | |
Leases [Abstract] | |
Lessee, Operating Leases | 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, 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, 2022 2021 2022 2021 Operating Lease Cost Operating lease cost $ 707 $ 592 $ 2,059 $ 1,944 Short-term operating lease cost 123 173 431 535 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 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 Weighted-average remaining lease term - operating leases 8.8 years 9.1 years Weighted-average discount rate - operating leases 3.90% 3.88% 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, (in thousands): 2022 $ 568 2023 2,039 2024 1,881 2025 1,749 2026 1,467 Thereafter 5,661 Total 13,365 Less: imputed interest (2,047) Net lease obligation $ 11,318 |
Pension and Other Postretiremen
Pension and Other Postretirement Benefits | 9 Months Ended |
Apr. 30, 2022 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |
Pension and Other Postretirement Benefits Disclosure | 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 a pension annuity which settled $8.5 million of projected benefit obligations and recognized a settlement loss of approximately $0.6 million due to the annuity purchase. The components of net periodic pension and postretirement health benefit costs were as follows: Pension Benefits (in thousands) For the Three Months Ended April 30, For the Nine Months Ended April 30, 2022 2021 2022 2021 Interest cost $ 267 $ 292 $ 801 $ 875 Expected return on plan assets (646) (722) (1,939) (2,166) Amortization of: Other actuarial loss 36 218 108 653 Net periodic benefit cost $ (343) $ (212) $ (1,030) $ (638) Postretirement Health Benefits (in thousands) For the Three Months Ended April 30, For the Nine Months Ended April 30, 2022 2021 2022 2021 Service cost $ 31 $ 35 $ 92 $ 104 Interest cost 15 13 44 38 Amortization of: Other actuarial loss — 1 — 3 Prior service costs (2) (2) (5) (5) Net periodic benefit cost $ 44 $ 47 $ 131 $ 140 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 months of fiscal year 2022. We have no minimum funding requirements for the remainder of fiscal year 2022. The postretirement health plan is an unfunded plan. We pay insurance premiums and claims from our assets. Assumptions used in the previous calculations were as follows: Pension Benefits Postretirement Health Benefits For the Three and Nine Months Ended April 30, 2022 2021 2022 2021 Discount rate for net periodic benefit cost 2.57 % 2.14 % 2.10 % 1.63 % Rate of increase in compensation levels — % — % — % — % Long-term expected rate of return on assets 6.50 % 6.50 % — % — % The medical cost trend assumption for postretirement health benefits was 7.05%. The graded trend rate is expected to decrease to an ultimate rate of 4.50% 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. |
Operating Segments
Operating Segments | 9 Months Ended |
Apr. 30, 2022 | |
Segment Reporting [Abstract] | |
Operating Segment Disclosure | OPERATING SEGMENTS We have two 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. 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 Nine Months Ended April 30, Product 2022 2021 2022 2021 Cat Litter $ 13,353 $ 10,826 $ 132,400 $ 121,820 Industrial and Sports — — 28,528 $ 23,477 Agricultural and Horticultural 21,469 18,665 — — Bleaching Clay and Fluids Purification 43,685 37,577 1,575 $ 1,457 Animal Health and Nutrition 14,421 13,030 — — Net Sales $ 92,928 $ 80,098 162,503 $ 146,754 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 April 30, 2022 July 31, 2021 (in thousands) Business to Business Products Group $ 73,832 $ 69,023 Retail and Wholesale Products Group 109,024 103,268 Unallocated Assets 58,596 55,275 Total Assets $ 241,452 $ 227,566 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. 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, 2021 were adjusted for an immaterial correction of an error. See Note 1 of the Notes to the unaudited Condensed Consolidated Financial Statements. For the Nine Months Ended April 30, Net Sales Income 2022 2021 2022 2021 (in thousands) Business to Business Products Group $ 92,928 $ 80,098 $ 20,052 $ 20,816 Retail and Wholesale Products Group $ 162,503 146,754 $ (2,113) 8,483 Net Sales $ 255,431 $ 226,852 Corporate Expenses (19,603) (17,947) (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) Net Income 423 10,423 Net Loss Attributable to Noncontrolling Interest (55) (87) Net Income Attributable to Oil-Dri $ 478 $ 10,510 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 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Apr. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments | 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, 2022, there were 249,969 shares available for future grants under this plan. Restricted Stock All of our non-vested restricted stock as of April 30, 2022 was issued under the 2006 Plan with vesting periods generally between one There were 15,000 and 5,000 restricted shares of Common Stock granted during the third quarter of fiscal years 2022 and 2021, respectively. Stock-based compensation expense was $814,000 and $559,000 for the third quarter of fiscal years 2022 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 Weighted Average Grant Date Fair Value Non-vested restricted stock outstanding at July 31, 2021 370 $ 33.96 Granted 122 $ 33.66 Vested (68) $ 34.62 Forfeitures (17) $ 34.56 Non-vested restricted stock outstanding at April 30, 2022 407 $ 33.73 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income (Notes) | 9 Months Ended |
Apr. 30, 2022 | |
Accumulated Other Comprehensive Income [Abstract] | |
Accumulated Other Comprehensive (Loss) Income | ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME The following table summarizes the changes in accumulated other comprehensive (loss) income by component as of April 30, 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) (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. |
Related Party Transactions (Not
Related Party Transactions (Notes) | 9 Months Ended |
Apr. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure | 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 and $72,000 for the third quarter of fiscal years 2022 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 as of April 30, 2022 and $4,000 as of July 31, 2021. 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 and $72,000 for the third 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, 2022 or July 31, 2021. |
Subsequent Events (Notes)
Subsequent Events (Notes) | 9 Months Ended |
Apr. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 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. |
Basis of Statement Presentati_2
Basis of Statement Presentation Level 2 (Policies) | 9 Months Ended |
Apr. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Trade Receivables | We recognize trade receivables when control of finished products are transferred to our customers. We record an allowance for doubtful accounts based on our historical experience 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. |
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 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. |
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. |
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. |
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, 2022 and July 31, 2021, respectively. This liability is reported in Other within Accrued Expenses on the unaudited Condensed Consolidated Balance Sheet. Revenue recognized during the nine months ended April 30, 2022 that was included in the liability for advance payments at the beginning of the period was $187,000. 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, in response to the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into U.S. law. The CARES Act provides for, among other things, deferral 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. |
Inventories Level 2 (Policies)
Inventories Level 2 (Policies) | 9 Months Ended |
Apr. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | 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. |
Fair Value Measurements Fair Va
Fair Value Measurements Fair Value Measurements (Policies) | 9 Months Ended |
Apr. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement, Policy | 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. |
Operating Segments Level 2 (Pol
Operating Segments Level 2 (Policies) | 9 Months Ended |
Apr. 30, 2022 | |
Segment Reporting [Abstract] | |
Operating Segments | We have two 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. |
Basis of Statement Presentati_3
Basis of Statement Presentation Level 3 (Tables) | 9 Months Ended |
Apr. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | 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) |
Inventories Level 3 (Tables)
Inventories Level 3 (Tables) | 9 Months Ended |
Apr. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | The composition of inventories is as follows (in thousands): April 30, July 31, Finished goods $ 18,084 $ 14,179 Packaging 9,043 5,084 Other 7,824 4,335 Total Inventories $ 34,951 $ 23,598 |
Goodwill and Other Intangible_2
Goodwill and Other Intangibles (Tables) | 9 Months Ended |
Apr. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated intangible amortization for the next five fiscal years is as follows (in thousands): 2023 $ 261 2024 $ 125 2025 $ 101 2026 $ 98 2027 $ 95 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Apr. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accrued expenses is as follows (in thousands): April 30, July 31, Salaries, Wages, Commissions and Employee Benefits $ 11,185 $ 10,806 Trade promotions and advertising 1,335 1,653 Freight 3,795 2,845 Real Estate Tax 631 1,002 Other 9,751 8,577 $ 26,697 $ 24,883 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Apr. 30, 2022 | |
Leases [Abstract] | |
Lease cost | We have no material finance leases, and variable costs for operating leases are immaterial for the three and nine months ended April 30, 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, 2022 2021 2022 2021 Operating Lease Cost Operating lease cost $ 707 $ 592 $ 2,059 $ 1,944 Short-term operating lease cost 123 173 431 535 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 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 Weighted-average remaining lease term - operating leases 8.8 years 9.1 years Weighted-average discount rate - operating leases 3.90% 3.88% |
Operating lease payments due within next twelve months as of April 30, 2022 | 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, (in thousands): 2022 $ 568 2023 2,039 2024 1,881 2025 1,749 2026 1,467 Thereafter 5,661 Total 13,365 Less: imputed interest (2,047) Net lease obligation $ 11,318 |
Pension and Other Postretirem_2
Pension and Other Postretirement Benefits (Tables) | 9 Months Ended |
Apr. 30, 2022 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |
Schedule of Net Benefit Costs | The components of net periodic pension and postretirement health benefit costs were as follows: Pension Benefits (in thousands) For the Three Months Ended April 30, For the Nine Months Ended April 30, 2022 2021 2022 2021 Interest cost $ 267 $ 292 $ 801 $ 875 Expected return on plan assets (646) (722) (1,939) (2,166) Amortization of: Other actuarial loss 36 218 108 653 Net periodic benefit cost $ (343) $ (212) $ (1,030) $ (638) Postretirement Health Benefits (in thousands) For the Three Months Ended April 30, For the Nine Months Ended April 30, 2022 2021 2022 2021 Service cost $ 31 $ 35 $ 92 $ 104 Interest cost 15 13 44 38 Amortization of: Other actuarial loss — 1 — 3 Prior service costs (2) (2) (5) (5) Net periodic benefit cost $ 44 $ 47 $ 131 $ 140 |
Schedule of Assumptions Used | Assumptions used in the previous calculations were as follows: Pension Benefits Postretirement Health Benefits For the Three and Nine Months Ended April 30, 2022 2021 2022 2021 Discount rate for net periodic benefit cost 2.57 % 2.14 % 2.10 % 1.63 % Rate of increase in compensation levels — % — % — % — % Long-term expected rate of return on assets 6.50 % 6.50 % — % — % The medical cost trend assumption for postretirement health benefits was 7.05%. The graded trend rate is expected to decrease to an ultimate rate of 4.50% in fiscal year 2038. |
Operating Segments (Tables)
Operating Segments (Tables) | 9 Months Ended |
Apr. 30, 2022 | |
Segment Reporting [Abstract] | |
Revenue by Principal Product by Operating Segment | 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 Nine Months Ended April 30, Product 2022 2021 2022 2021 Cat Litter $ 13,353 $ 10,826 $ 132,400 $ 121,820 Industrial and Sports — — 28,528 $ 23,477 Agricultural and Horticultural 21,469 18,665 — — Bleaching Clay and Fluids Purification 43,685 37,577 1,575 $ 1,457 Animal Health and Nutrition 14,421 13,030 — — Net Sales $ 92,928 $ 80,098 162,503 $ 146,754 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 |
Operating Segments Information | 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 April 30, 2022 July 31, 2021 (in thousands) Business to Business Products Group $ 73,832 $ 69,023 Retail and Wholesale Products Group 109,024 103,268 Unallocated Assets 58,596 55,275 Total Assets $ 241,452 $ 227,566 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. 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, 2021 were adjusted for an immaterial correction of an error. See Note 1 of the Notes to the unaudited Condensed Consolidated Financial Statements. For the Nine Months Ended April 30, Net Sales Income 2022 2021 2022 2021 (in thousands) Business to Business Products Group $ 92,928 $ 80,098 $ 20,052 $ 20,816 Retail and Wholesale Products Group $ 162,503 146,754 $ (2,113) 8,483 Net Sales $ 255,431 $ 226,852 Corporate Expenses (19,603) (17,947) (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) Net Income 423 10,423 Net Loss Attributable to Noncontrolling Interest (55) (87) Net Income Attributable to Oil-Dri $ 478 $ 10,510 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 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Apr. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Transactions | A summary of restricted stock transactions is shown below: Restricted Shares Weighted Average Grant Date Fair Value Non-vested restricted stock outstanding at July 31, 2021 370 $ 33.96 Granted 122 $ 33.66 Vested (68) $ 34.62 Forfeitures (17) $ 34.56 Non-vested restricted stock outstanding at April 30, 2022 407 $ 33.73 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive (Loss) Income (Tables) | 9 Months Ended |
Apr. 30, 2022 | |
Accumulated Other Comprehensive Income [Abstract] | |
Accumulated Other Comprehensive (Loss) Income by Component | The following table summarizes the changes in accumulated other comprehensive (loss) income by component as of April 30, 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) (a) Amount is net of tax expense of $24,930. Amount is included in the components of net periodic benefit cost for the pension and postretirement health plans. See Note 10 of the Notes to the unaudited Condensed Consolidated Financial Statements for further information. |
Basis of Statement Presentati_4
Basis of Statement Presentation Prior Periods (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Cost of Sales | $ (70,131) | $ (61,289) | $ (210,397) | $ (176,417) |
Selling, General and Administrative Expense | (14,013) | (13,035) | (41,054) | (39,083) |
Corporate Expenses | (6,630) | (6,345) | (19,603) | (17,947) |
Business to Business Products | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Segment Income | 5,716 | 6,421 | 20,052 | 20,816 |
Retail and Wholesale Products | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Segment Income | $ (3,113) | 1,855 | $ (2,113) | 8,483 |
Previously Reported | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Cost of Sales | (59,732) | (171,853) | ||
Selling, General and Administrative Expense | (14,592) | (43,647) | ||
Corporate Expenses | (8,113) | (23,140) | ||
Previously Reported | Business to Business Products | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Segment Income | 7,146 | 23,005 | ||
Previously Reported | Retail and Wholesale Products | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Segment Income | 2,898 | 11,487 | ||
Reclassification | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Corporate Expenses | 211 | 629 | ||
Reclassification | Business to Business Products | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Segment Income | (161) | (479) | ||
Reclassification | Retail and Wholesale Products | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Segment Income | (50) | (150) | ||
Corrections | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Cost of Sales | (1,557) | (4,564) | ||
Selling, General and Administrative Expense | 1,557 | 4,564 | ||
Corporate Expenses | 1,557 | 4,564 | ||
Corrections | Business to Business Products | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Segment Income | (564) | (1,710) | ||
Corrections | Retail and Wholesale Products | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Segment Income | $ (993) | $ (2,854) |
Basis of Statement Presentati_5
Basis of Statement Presentation Revenue Recognition (Details) - Payments In Advance - USD ($) | 9 Months Ended | |
Apr. 30, 2022 | Jul. 31, 2021 | |
Deferred Revenue Arrangement | ||
Liability for Payments in Advance | $ 531,000 | $ 256,000 |
Payments in Advance, Revenue Recognized | $ 187,000 |
Basis of Statement Presentati_6
Basis of Statement Presentation Other Noncurrent Liabilities (Details) - USD ($) | 9 Months Ended | |
Dec. 31, 2020 | Apr. 30, 2022 | |
Liabilities, Noncurrent [Abstract] | ||
CARES Act, Current Payroll Tax Deferral | $ 2,300,000 | |
CARES Act, 2021 Deferred Payroll Tax Payment | $ 1,150,000 | |
CARES Act, 2022 Deferred Payroll Tax Payment | $ 1,150,000 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Apr. 30, 2022 | Jul. 31, 2021 |
Inventory | ||
Finished goods | $ 18,084 | $ 14,179 |
Packaging | 9,043 | 5,084 |
Other | 7,824 | 4,335 |
Total Inventories | $ 34,951 | $ 23,598 |
Inventories Narrative (Details)
Inventories Narrative (Details) - USD ($) | Apr. 30, 2022 | Jul. 31, 2021 |
Inventory | ||
Inventory obsolescence reserve | $ 610,000 | $ 641,000 |
Fair Value Measurements Narrati
Fair Value Measurements Narrative (Details) - USD ($) | Apr. 30, 2022 | Jul. 31, 2021 |
Fair Value, Inputs, Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Cash Equivalents | $ 0 | $ 0 |
Fair Value, Inputs, Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis | ||
Notes Payable, Fair Value | $ 35,051,000 | $ 10,231,000 |
Goodwill and Other Intangible_3
Goodwill and Other Intangibles (Details) $ in Thousands | Apr. 30, 2022USD ($) |
Finite-Lived Intangible Assets, Future Amortization Expense | |
2023 | $ 261 |
2024 | 125 |
2025 | 101 |
2026 | 98 |
2027 | $ 95 |
Goodwill and Other Intangible_4
Goodwill and Other Intangibles Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | Jul. 31, 2021 | |
Finite-Lived Intangible Assets | |||||
Amortization of intangible assets | $ 116,000 | $ 146,000 | $ 369,000 | $ 451,000 | |
Amortization expense for remainder of current fiscal year | 116,000 | 116,000 | |||
Indefinite-lived trademarks | 376,000 | 376,000 | |||
Goodwill | 3,618,000 | 3,618,000 | $ 9,262,000 | ||
Goodwill | 3,618,000 | 3,618,000 | $ 9,262,000 | ||
Retail and Wholesale Products | |||||
Finite-Lived Intangible Assets | |||||
Goodwill | 0 | 0 | |||
Goodwill, Impaired, Accumulated Impairment Loss | 5,644,000 | 5,644,000 | |||
Goodwill, Gross | 5,644,000 | 5,644,000 | |||
Goodwill, Gross | 5,644,000 | 5,644,000 | |||
Goodwill, Impaired, Accumulated Impairment Loss | 5,644,000 | 5,644,000 | |||
Goodwill | 0 | 0 | |||
Business to Business Products | |||||
Finite-Lived Intangible Assets | |||||
Goodwill | 3,618,000 | 3,618,000 | |||
Goodwill | $ 3,618,000 | $ 3,618,000 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Apr. 30, 2022 | Jul. 31, 2021 |
Payables and Accruals [Abstract] | ||
Salaries, Wages, Commissions and Employee Benefits | $ 11,185 | $ 10,806 |
Trade promotions and advertising | 1,335 | 1,653 |
Freight | 3,795 | 2,845 |
Real Estate Tax | 631 | 1,002 |
Other | 9,751 | 8,577 |
Accrued expenses | $ 26,697 | $ 24,883 |
Debt (Details)
Debt (Details) - Series C Senior Note | 9 Months Ended |
Apr. 30, 2022USD ($) | |
Debt Instrument [Line Items] | |
Principle Amount | $ 25,000,000 |
Annual Rate | 3.25% |
Debt Instrument, Maturity Date | Dec. 16, 2031 |
Annual Principal Payments | $ 5,000,000 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | Jul. 31, 2021 | |
Lease, Cost | |||||
Operating lease cost | $ 707 | $ 592 | $ 2,059 | $ 1,944 | |
Short-term operating lease cost | 123 | 173 | 431 | 535 | |
Operating cash flows from operating leases | $ 633 | $ 579 | $ 1,830 | $ 1,748 | |
Weighted-average remaining lease term - operating leaes | 8 years 9 months 18 days | 8 years 9 months 18 days | 9 years 1 month 6 days | ||
Weighted-average discount rate - operating leases | 3.90% | 3.90% | 3.88% | ||
Lessee, Operating Lease, Liability, Payment, Due, Rolling Maturity | |||||
2022 | $ 568 | $ 568 | |||
2023 | 2,039 | 2,039 | |||
2024 | 1,881 | 1,881 | |||
2025 | 1,749 | 1,749 | |||
2026 | 1,467 | 1,467 | |||
Thereafter | 5,661 | 5,661 | |||
Total | 13,365 | 13,365 | |||
Less: imputed interest | (2,047) | (2,047) | |||
Net lease obligation | $ 11,318 | $ 11,318 |
Pension and Other Postretirem_3
Pension and Other Postretirement Benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Pension Plan | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans | ||||
Interest cost | $ 267 | $ 292 | $ 801 | $ 875 |
Expected return on plan assets | (646) | (722) | (1,939) | (2,166) |
Amortization of Other actuarial loss | 36 | 218 | 108 | 653 |
Net periodic benefit cost | (343) | (212) | (1,030) | (638) |
Postretirement Health Plan | ||||
Defined Benefit Plans and Other Postretirement Benefit Plans | ||||
Service cost | 31 | 35 | 92 | 104 |
Interest cost | 15 | 13 | 44 | 38 |
Amortization of Other actuarial loss | 0 | 1 | 0 | 3 |
Amortization of Prior service costs | (2) | (2) | (5) | (5) |
Net periodic benefit cost | $ 44 | $ 47 | $ 131 | $ 140 |
Pension and Other Postretirem_4
Pension and Other Postretirement Benefits Assumptions (Details) | 9 Months Ended | |
Apr. 30, 2022 | Apr. 30, 2021 | |
Pension Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans | ||
Discount rate for net periodic benefit cost | 2.57% | 2.14% |
Rate of increase in compensation levels | 0.00% | 0.00% |
Long-term expected rate of return on assets | 6.50% | 6.50% |
Postretirement Health Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans | ||
Discount rate for net periodic benefit cost | 2.10% | 1.63% |
Rate of increase in compensation levels | 0.00% | 0.00% |
Long-term expected rate of return on assets | 0.00% | 0.00% |
Pension and Other Postretirem_5
Pension and Other Postretirement Benefits Narrative (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Apr. 30, 2022 | Jul. 31, 2021 | |
Pension Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans | ||
Pension Annuity Purchase | $ 8,500,000 | |
Settlement loss due to annuity purchase | $ 600,000 | |
Voluntary contributions | $ 0 | |
Estimated contributions in remainder of current fiscal year | $ 0 | |
Postretirement Health Plan | ||
Defined Benefit Plans and Other Postretirement Benefit Plans | ||
Medical Cost Trend Assumption | 7.05% | |
Ultimate Health Care Cost Trend Rate | 4.50% | |
Year that Rate Reaches Ultimate Trend Rate | 2038 |
Operating Segments Disaggregati
Operating Segments Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Revenue by Principal Product | ||||
Net Sales | $ 85,761 | $ 76,255 | $ 255,431 | $ 226,852 |
Business to Business Products | ||||
Revenue by Principal Product | ||||
Net Sales | 31,375 | 26,293 | 92,928 | 80,098 |
Business to Business Products | Cat Litter | ||||
Revenue by Principal Product | ||||
Net Sales | 4,026 | 3,214 | 13,353 | 10,826 |
Business to Business Products | Industrial and Sports | ||||
Revenue by Principal Product | ||||
Net Sales | 0 | 0 | 0 | 0 |
Business to Business Products | Agricultural and Horticultural | ||||
Revenue by Principal Product | ||||
Net Sales | 7,950 | 6,632 | 21,469 | 18,665 |
Business to Business Products | Bleaching Clay and Fluids Purification | ||||
Revenue by Principal Product | ||||
Net Sales | 14,145 | 12,171 | 43,685 | 37,577 |
Business to Business Products | Animal Health and Nutrition | ||||
Revenue by Principal Product | ||||
Net Sales | 5,254 | 4,276 | 14,421 | 13,030 |
Retail and Wholesale Products | ||||
Revenue by Principal Product | ||||
Net Sales | 54,386 | 49,962 | 162,503 | 146,754 |
Retail and Wholesale Products | Cat Litter | ||||
Revenue by Principal Product | ||||
Net Sales | 43,259 | 39,941 | 132,400 | 121,820 |
Retail and Wholesale Products | Industrial and Sports | ||||
Revenue by Principal Product | ||||
Net Sales | 10,588 | 9,505 | 28,528 | 23,477 |
Retail and Wholesale Products | Agricultural and Horticultural | ||||
Revenue by Principal Product | ||||
Net Sales | 0 | 0 | 0 | 0 |
Retail and Wholesale Products | Bleaching Clay and Fluids Purification | ||||
Revenue by Principal Product | ||||
Net Sales | 539 | 516 | 1,575 | 1,457 |
Retail and Wholesale Products | Animal Health and Nutrition | ||||
Revenue by Principal Product | ||||
Net Sales | $ 0 | $ 0 | $ 0 | $ 0 |
Operating Segments (Details)
Operating Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | Jul. 31, 2021 | |
Segment Reporting Information | |||||
Assets | $ 241,452 | $ 241,452 | $ 227,566 | ||
Net Sales | 85,761 | $ 76,255 | 255,431 | $ 226,852 | |
Corporate Expenses | (6,630) | (6,345) | (19,603) | (17,947) | |
(Loss) Income from Operations | (4,027) | 1,931 | (1,664) | 11,352 | |
Total Other Income, Net | 175 | 231 | 892 | 722 | |
(Loss) Income Before Income Taxes | (3,852) | 2,162 | (772) | 12,074 | |
Income Tax Benefit (Expense) | 1,719 | 24 | 1,195 | (1,651) | |
Net (Loss) Income | (2,133) | 2,186 | 423 | 10,423 | |
Net Loss Attributable to Noncontrolling Interest | (24) | (41) | (55) | (87) | |
Net (Loss) Income Attributable to Oil-Dri | (2,109) | 2,227 | 478 | 10,510 | |
Business to Business Products | |||||
Segment Reporting Information | |||||
Assets | 73,832 | 73,832 | 69,023 | ||
Net Sales | 31,375 | 26,293 | 92,928 | 80,098 | |
Segment Income (Loss) | 5,716 | 6,421 | 20,052 | 20,816 | |
Retail and Wholesale Products | |||||
Segment Reporting Information | |||||
Assets | 109,024 | 109,024 | 103,268 | ||
Net Sales | 54,386 | 49,962 | 162,503 | 146,754 | |
Segment Income (Loss) | (3,113) | $ 1,855 | (2,113) | $ 8,483 | |
Unallocated Assets | |||||
Segment Reporting Information | |||||
Assets | $ 58,596 | $ 58,596 | $ 55,275 |
Operating Segments Narrative (D
Operating Segments Narrative (Details) | 9 Months Ended |
Apr. 30, 2022segment | |
Segment Reporting Information | |
Number of Reportable Segments | 2 |
Stock-Based Compensation Summar
Stock-Based Compensation Summary of Restricted Stock Transactions (Details) - Restricted Stock shares in Thousands | 9 Months Ended |
Apr. 30, 2022$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award | |
Non-vested restricted stock outstanding, beginning balance | shares | 370 |
Granted, number of shares | shares | 122 |
Vested, number of shares | shares | (68) |
Forfeitures, number of shares | shares | (17) |
Non-vested restricted stock outstanding, ending balance | shares | 407 |
Non-vested restricted stock outstanding, weighted average grant date fair value, beginning balance | $ / shares | $ 33.96 |
Granted, weighted average grant date fair value | $ / shares | 33.66 |
Vested, weighted average grant date fair value | $ / shares | 34.62 |
Forfeitures, weighted average grant date fair value | $ / shares | 34.56 |
Non-vested restricted stock outstanding, weighted average grant date fair value, ending balance | $ / shares | $ 33.73 |
Stock-Based Compensation Narrat
Stock-Based Compensation Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Granted, number of shares | 122,000 | |||
2006 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Number Authorized (shares) | 1,219,500 | 1,219,500 | ||
Number Available (shares) | 249,969 | 249,969 | ||
2006 Plan | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Share-based Compensation Expense | $ 814,000 | $ 559,000 | $ 2,267,000 | $ 1,849,000 |
2006 Plan | Restricted Stock | Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Award Vesting Period (years) | 1 year | |||
2006 Plan | Restricted Stock | Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Award Vesting Period (years) | 5 years | |||
2006 Plan | Common Stock | Restricted Stock | ||||
Share-based Compensation Arrangement by Share-based Payment Award | ||||
Granted, number of shares | 15,000 | 5,000 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | |
Accumulated Other Comprehensive (Loss) Income | ||||
Accumulated Other Comprehensive (Loss) Income, Balance, beginning | $ (4,117) | |||
Other comprehensive loss before reclassifications, net of tax | (187) | |||
Amounts reclassified from accumulated other comprehensive income, net of tax | 79 | |||
Net current-period other comprehensive income (loss), net of tax | $ 67 | $ (277) | 108 | $ (1,014) |
Accumulated Other Comprehensive (Loss) Income, Balance, ending | (4,225) | (4,225) | ||
Pension and Postretirement Health Benefits | ||||
Accumulated Other Comprehensive (Loss) Income | ||||
Accumulated Other Comprehensive (Loss) Income, Balance, beginning | (4,428) | |||
Other comprehensive loss before reclassifications, net of tax | 0 | |||
Amounts reclassified from accumulated other comprehensive income, net of tax | 79 | |||
Net current-period other comprehensive income (loss), net of tax | (79) | |||
Accumulated Other Comprehensive (Loss) Income, Balance, ending | (4,349) | (4,349) | ||
Cumulative Translation Adjustment | ||||
Accumulated Other Comprehensive (Loss) Income | ||||
Accumulated Other Comprehensive (Loss) Income, Balance, beginning | 311 | |||
Other comprehensive loss before reclassifications, net of tax | (187) | |||
Amounts reclassified from accumulated other comprehensive income, net of tax | 0 | |||
Net current-period other comprehensive income (loss), net of tax | 187 | |||
Accumulated Other Comprehensive (Loss) Income, Balance, ending | $ 124 | $ 124 |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive (Loss) Income Narrative (Details) | 9 Months Ended |
Apr. 30, 2022USD ($) | |
Accumulated Other Comprehensive (Loss) Income | |
Tax for reclassification adjustment from AOCI for pension and other postretirement benefits | $ 24,930 |
Related Party Transactions (Det
Related Party Transactions (Details) - Director - USD ($) | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2022 | Apr. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2021 | Jul. 31, 2021 | |
Related Party Transaction | |||||
Net sales to related party | $ 112,000 | $ 72,000 | $ 268,000 | $ 253,000 | |
Accounts receivable from related party | 5,000 | 5,000 | $ 4,000 | ||
Payments to related party | 64,000 | $ 72,000 | 629,000 | $ 273,000 | |
Accounts payable to related party | $ 0 | $ 0 | $ 0 |