Property, plant and equipment, net of accumulated depreciation, increased $152,000 from the year-end balance in fiscal 2006. Vehicles increased due to the purchase of motor equipment used in mining operations and land increased due to the purchase of mining property. Buildings, machinery, equipment and office furniture decreased due to a comprehensive fixed asset inventory which resulted in a write-off of assets and their corresponding accumulated depreciation. The write-offs had no significant financial impact because most assets were fully depreciated. Construction in progress decreased as a large project in process at fiscal year-end 2006 was placed in service during fiscal 2007.
Net sales by our foreign subsidiaries during fiscal 2007 were $16,957,000, or 8% of total company net sales. This represents an increase of $570,000, or 3%, from fiscal 2006, in which foreign subsidiary net sales were $16,387,000, or 8% of total company net sales. This increase in net sales was seen in our Canadian subsidiary, while our United Kingdom subsidiary’s net sales were flat with fiscal 2006. Our Canadian subsidiary’s net sales increase was driven by private label cat litter products. The introduction of new products and higher prices improved private label cat litter sales. For fiscal 2007, our foreign subsidiaries reported net income of $330,000, an increase of $63,000 from the $267,000 net income reported in fiscal 2006. Price increases helped overcome higher costs in both our Canadian and United Kingdom subsidiaries. Identifiable assets of our foreign subsidiaries as of July 31, 2007, were $9,775,000, compared to $9,404,000 as of July 31, 2006. Most of the increase in identifiable assets was in cash and cash equivalents.
LIQUIDITY ANDCAPITALRESOURCES
Our principal capital requirements include funding working capital needs, the purchasing and upgrading of real estate, equipment and facilities, and investing in infrastructure and potential acquisitions. We have principally used cash generated from operations and, to the extent needed, issuance of debt securities and borrowings under our credit facilities to fund these requirements. Cash and cash equivalents totaled $6,848,000, $12,133,000, and $6,607,000 at July 31, 2008, 2007 and 2006, respectively. As of July 31, 2008, there were no outstanding borrowings under our $15,000,000 revolving credit facility with Harris N.A.
The following table sets forth certain elements of our Consolidated Statements of Cash Flows (in thousands):
| | Fiscal Year Ended |
| | July 31, | | July 31, | | July 31, |
| | 2008 | | 2007 | | 2006 |
| Net cash provided by operating activities | $ | 11,341 | | | $ | 16,851 | | | $ | 10,635 | |
| Net cash used in investing activities | | (10,890 | ) | | | (5,467 | ) | | | (14,979 | ) |
| Net cash (used in) provided by financing activities | | (5,666 | ) | | | (5,546 | ) | | | 5,560 | |
| Effect of exchange rate changes on cash and cash equivalents | | (70 | ) | | | (312 | ) | | | (554 | ) |
| Net (decrease) increase in cash and cash equivalents | | (5,285 | ) | | | 5,526 | | | | 662 | |
Net cash provided by operating activities
Net cash provided by operations decreased $5,510,000 in fiscal 2008 to $11,341,000. The decrease was primarily due to increases in other assets and changes in working capital, partially offset by an increase in other noncurrent liabilities. The increase in other assets was primarily due to a lease receivable relating to a co-packaging agreement in the Business to Business Products Group. Other noncurrent liabilities increased due to higher postretirement benefits liabilities, as described in Note 8 of the Notes to the Consolidated Financial Statements. Net cash provided by operations increased $6,216,000 in fiscal 2007 to $16,851,000. The increase was primarily due to increases in net income during fiscal 2007, loss on sale of fixed assets, non-cash stock compensation expense, other non-cash charges and changes in working capital. The changes in the primary components of working capital that impacted operating cash flows for these years were as follows:
Accounts receivable, less allowance for doubtful accounts, increased $3,450,000 at fiscal year-end 2008 compared to fiscal year-end 2007. The increase was due in part to strong fiscal 2008 fourth quarter net sales which were 10% greater than fiscal 2007 fourth quarter net sales. Accounts receivable, less allowance for doubtful accounts, increased $1,818,000 at fiscal year-end 2007 compared to fiscal year-end 2006. The increase was due in part to strong fiscal 2007 fourth quarter net sales which were 5% greater than fiscal 2006 fourth quarter net sales.
Inventories increased by $2,507,000 at fiscal year-end 2008 compared to fiscal year-end 2007 reflecting the higher cost of materials, packaging and fuel and increased inventory levels. Inventory levels increased due to production planning and service level requirements. Inventories decreased at fiscal year-end 2007 compared to fiscal year-end 2006 by $460,000 due to a concerted effort to reduce packaging inventory levels, lower fuel inventory and procurement cost reduction initiatives.
28
Accounts payable increased $1,310,000 at fiscal year-end 2008 compared to fiscal year-end 2007 due primarily to higher costs for purchased items, particularly energy and packaging, and timing of payments. Accrued expenses decreased $200,000. The incentive bonus accrual at fiscal year-end 2008 was lower based on the level of achievement against the fiscal year’s performance target. This decrease was partially offset by a higher freight accrual due to increased costs. Accounts payable decreased $1,415,000 at fiscal year-end 2007 compared to fiscal year-end 2006 due primarily to timing of payments. Accrued expenses increased $1,628,000 due to a higher incentive bonus accrual at fiscal year-end 2007 based on the higher level of achievement against that year’s performance target. The audit expense accrual in fiscal 2007 was also higher due to additional expense to comply for the first time with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002. Partially offsetting these increases were lower accrued expense for packaging and fuel due to the lower inventory levels and a decrease in accrued trade spending.
Net cash used in investing activities
Cash used in investing activities was $10,890,000 in fiscal 2008 versus $5,467,000 in fiscal 2007. During fiscal 2008, net purchases of investment securities were $2,331,000 compared to net dispositions of $2,233,000 in fiscal 2007. During fiscal 2008, we modified our investment strategy to allocate a greater portion of our financial resources to investments versus cash. Purchases and dispositions of investment securities in both periods are also subject to variations in the timing of investment maturities. During fiscal 2008, we also used $1,300,000 to purchase strategic intangible assets in the Retail and Wholesale Products Group. Capital expenditures were $455,000 lower in fiscal 2008 compared to fiscal 2007. Cash used in investing activities was $5,467,000 in fiscal 2007 versus $14,979,000 in fiscal 2006. Capital expenditures were $3,070,000 lower in fiscal 2007. Capital expenditures in fiscal 2006 included a large project to increase plant production capacities. During fiscal 2007, net dispositions of investment securities were $2,233,000 compared to net purchases of debt and investment securities of $5,158,000 during fiscal 2006. In fiscal 2006, cash available from new long-term debt financing was used for investment purchases.
Net cash (used in) provided by financing activities
Cash used in financing activities was $5,666,000 in fiscal 2008 compared to $5,546,000 in fiscal 2007. We used cash in fiscal 2008 primarily for principal payments on long-term debt and dividends. Dividend payments were $339,000 higher in fiscal 2008. In contrast, proceeds from issuance of Treasury Stock and Common Stock during fiscal 2008 were $363,000 higher as a result of more stock option exercise activity. Cash used in financing activities was $5,546,000 in fiscal 2007 compared to cash provided by financing activities of $5,560,000 in fiscal 2006. We used cash in fiscal 2007 primarily for principal payments on long-term debt and dividends. Both of these amounts were higher than similar payments in fiscal 2006. In addition, proceeds from issuance of Treasury Stock and Common Stock during fiscal 2007 were lower compared to fiscal 2006 due to less stock option exercise activity.
Other
Total cash and investment balances held by our foreign subsidiaries at July 31, 2008, 2007 and 2006 were $1,607,000, $1,013,000 and $477,000, respectively. Cash and investment balances have grown due to normal business operations. Certain investments held by our foreign subsidiaries were liquidated in fiscal 2006 to facilitate the repatriation of previously untaxed foreign earnings and profits.
We received cash grants of approximately $590,000 in fiscal 2006 from the State of Illinois. We used these grants to enhance processing capabilities at our Mounds, Illinois production facility. These funds were accounted for on a “net” grant accounting basis; therefore they were not shown as a cash in-flow or a capital expenditure outflow. The grant funds were completely utilized at the end of the fiscal year.
As part of the normal course of business, we guarantee certain debts and trade payables of our wholly-owned subsidiaries. These arrangements are made at the request of the subsidiaries’ creditors, as separate financial statements are not distributed for the wholly-owned subsidiaries. As of July 31, 2008 the value of these guarantees was $644,000 of lease liabilities and $2,500,000 of long-term debt. The $2,500,000 of long-term debt was repaid in full on October 1, 2008. See Note 4 of the Notes to the Consolidated Financial Statements.
We entered into an unsecured revolving credit agreement with Harris N.A on January 27, 2006, pursuant to which we may borrow up to $15,000,000 from time to time. Our payment obligations under this credit agreement are guaranteed by certain of our subsidiaries. The credit agreement contains restrictive covenants that, among other things and under various conditions (including a limitation on capital expenditures), limit our ability to incur additional indebtedness or to acquire or dispose of assets. The agreement also requires us to maintain a minimum fixed coverage ratio and a minimum consolidated net worth. As of July 31, 2008 there were no outstanding borrowings and we had $15,000,000 available under this credit facility and we were in compliance with our covenants. While there can be noassurance regarding the terms, timing or consummation of any successor agreement, on or before the expiration of this agreement on January 27, 2009, we expect to enter into a successor credit arrangement with Harris N.A. or another financing source containing terms and conditions reasonably acceptable to us. In light of recent financial and credit market developments, the ability to draw on or to enter into any credit arrangement is uncertain.
29
We believe that cash flow from operations and current cash and investment balances will provide adequate cash funds for foreseeable working capital needs, capital expenditures at existing facilities and debt service obligations for at least the next 12 months. Our revolving credit facility provides an additional source of cash funds but would not be required to meet our foreseeable cash needs in the next 12 months. We expect cash requirements for capital expenditures in fiscal 2009 to increase by over $5,000,000 from fiscal 2008 due to significant investment in our manufacturing facilities. Our ability to fund operations, to make planned capital expenditures, to make scheduled debt payments and to remain in compliance with all of the financial covenants under debt agreements, including, but not limited to, the credit agreement, depends on our future operating performance, which, in turn, is subject to prevailing economic conditions and to financial, business and other factors. The timing and size of any new business ventures or acquisitions that we complete may also impact our cash requirements.
CONTRACTUALOBLIGATIONS ANDOTHERCOMMERCIALCOMMITMENTS
The following tables summarize our significant contractual obligations and commercial commitments at July 31, 2008, and the effect such obligations are expected to have on liquidity and cash flows in future periods:
| | | Payments Due by Period |
| | | | | Less Than 1 | | | | | | |
| Contractual Obligations | | Total | | Year | | 1 – 3 Years | | 4 – 5 Years | | After 5 Years |
| Long-Term Debt | | $ | 27,080,000 | | $ | 5,580,000 | | $ | 6,700,000 | | $ | 7,400,000 | | $ | 7,400,000 |
| Interest on Long-Term Debt | | | 5,829,000 | | | 1,498,000 | | | 2,404,000 | | | 1,456,000 | | | 471,000 |
| Operating Leases | | | 11,458,000 | | | 2,205,000 | | | 3,636,000 | | | 1,829,000 | | | 3,788,000 |
| Unconditional Purchase Obligations | | | 8,883,000 | | | 8,883,000 | | | -- | | | -- | | | -- |
| Total Contractual Cash Obligations | | $ | 53,250,000 | | $ | 18,166,000 | | $ | 12,740,000 | | $ | 10,685,000 | | $ | 11,659,000 |
We are not required to make a contribution to our defined benefit pension plan in fiscal 2009. We have not presented this obligation for future years in the table above because the funding requirement can vary from year to year based on changes in the fair value of plan assets and actuarial assumptions.
| | | Amount of Commitment Expiration Per Period |
| | | Total | | | | | | | | |
| Other Commercial | | Amounts | | Less Than 1 | | | | | | |
| Commitments | | Committed | | Year | | 1 – 3 Years | | 4 – 5 Years | | After 5 Years |
| Other Commercial Commitments | | $ | 33,130,000 | | $ | 23,284,000 | | $ | 9,846,000 | | $ | | | -- | | $ | | | -- |
| Total Commercial Commitments | | $ | 33,130,000 | | $ | 23,284,000 | | $ | 9,846,000 | | $ | | | -- | | $ | | | -- |
The expected timing of payments of the obligations above is estimated based on current information. Timing of payments and actual amounts paid may be different, depending on the time of receipt of goods or services, or changes to agreed-upon amounts for some obligations.
OFFBALANCESHEETARRANGEMENTS
We do not have any unconsolidated special purpose entities. As of July 31, 2008, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. The term “off-balance sheet arrangement” generally means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with us is a party, under which we have: (i) any obligation arising under a guarantee contract, derivative instrument or variable interest; or (ii) a retained or contingent interest in assets transferred to such entity or similar arrangement that serves as credit, liquidity or market risk support for such assets.
30
CRITICALACCOUNTINGPOLICIES ANDESTIMATES
Management’s discussion and analysis of the financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with the generally accepted accounting principles of the United States. Annually we review our financial reporting and disclosure practices and accounting policies to ensure that our financial reporting and disclosures provide accurate and transparent information relative to current economic and business environment. We believe that of our significant accounting policies stated in Note 1 of the Notes to the Consolidated Financial Statements, the policies listed below involve a higher degree of judgment and/or complexity. The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates include promotional programs, allowance for doubtful accounts, prepaid overburden, pension accounting and income taxes. Actual results could differ from these estimates.
Stock Split Effected by a Stock Dividend.Our Board declared a stock dividend on June 6, 2006, during our fiscal year 2006. The stock dividend was paid in fiscal 2007, on September 8, 2006, to stockholders of record at the close of business on August 4, 2006. Accordingly, shares outstanding, income (loss) per share, dividends per share, Common Stock price ranges and balance sheet values for all years presented reflect the five-for-four stock split effected by a stock dividend of one-quarter share for each outstanding share of Common Stock and Class B Stock and the adjustment to aggregate par value has been made.
Trade Receivables.We recognize trade receivables when the risk of loss and title pass to the customer consistent with our Revenue Recognition policy. See Note 1 of the Notes to the Consolidated Financial Statements. We provide for 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 and analysis of specific accounts. A customer is determined to be uncollectible when we have completed our internal collection procedures, including termination of shipments, direct customer contact and formal demand of payment. While we believe our allowance for doubtful accounts is reasonable, the unanticipated default by a customer with a material trade receivable could occur. We recorded an allowance for doubtful accounts of $614,000 and $569,000 at July 31, 2008 and 2007, respectively.
Inventories. We value inventories at the lower of cost (first-in, first-out) or market. Inventory costs include the cost of raw materials, packaging supplies, labor and other overhead costs. We perform a detailed review of our inventory items to determine if an obsolescence reserve adjustment is necessary. The review surveys all of our operating facilities and sales divisions to ensure that both historical issues and new market trends are considered. The allowance not only considers specific items, but also takes into consideration the overall value of the inventory as of the balance sheet date. The inventory obsolescence reserve values at July 31, 2008 and 2007 were $138,000 and $199,000, respectively. The lower fiscal 2008 reserve is due to a concerted effort to identify and dispose of obsolete inventory.
Overburden Removal and Mining Costs. A significant part of our mining cost is incurred during the process of removing the overburden (non-usable material) from the mine site, thus exposing the sorbent material that is then used in a majority of our production processes. Beginning in fiscal 2007, in accordance with Emerging Issues Task Force Issue No. 04-06,Accounting for Stripping Costs Incurred During Production in the Mining Industry, the costs associated with overburden removal were treated as variable inventory production costs and were included in cost of sales in the period incurred. Prior to fiscal 2007, the cost of overburden removal was recorded in a prepaid expense account and, as the usable sorbent material was mined, the prepaid overburden removal expense was amortized over the estimated usable material. The amount of available material was estimated using surveys and topographical maps of the mining areas and professional judgment of mining engineers.
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 mineral are also capitalized. All exploration related costs are expensed as incurred.
31
Reclamation. During the normal course of our overburden removal activities we perform on-going reclamation activities. As overburden is removed from a pit, it is hauled to a previously mined pit and used to refill older sites. This process allows us to continuously reclaim older pits and dispose of overburden simultaneously, therefore minimizing the liability of the reclamation process.
On an annual basis we evaluate our potential reclamation liability in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 143,Accounting for Asset Retirement Obligations and with FASB Interpretation No. 47 (as amended),Accounting for Conditional Asset Retirement Obligations. As of July 31, 2008 and 2007, we have recorded an estimated net reclamation asset of $320,000 and $216,000, respectively, and a corresponding estimated reclamation liability of $718,000 and $499,000, respectively. These values represent the discounted present value of the estimated future mining reclamation costs at the production plants. The reclamation assets are depreciated over the estimated useful lives of the various mines. The reclamation liabilities are increased based on a yearly accretion charge, once again over the estimated useful lives of the mines.
Accounting for reclamation obligations requires that we make estimates unique to each mining operation of the future costs we will incur to complete the reclamation work required to comply with existing laws and regulations. Actual costs incurred in the future could differ from estimated amounts. Future changes to environmental laws could increase the extent of reclamation work required. Any such increases in future costs could materially impact the amount incurred for reclamation costs.
Impairment of goodwill, trademarks and other intangible assets.We review carrying values of goodwill, trademarks and other indefinite lived intangible assets periodically for possible impairment in accordance with SFAS No. 142,Goodwill and Other Intangible Assets. Our impairment review is based on a discounted cash flow approach that requires significant judgment with respect to volume, revenue, expense growth rates and the selection of an appropriate discount rate. Impairment occurs when the carrying value exceeds the fair value. Our impairment analysis is performed in the first quarter of the fiscal year and we use judgment in assessing whether assets may have become impaired between annual valuations. Indicators such as unexpected adverse economic factors, unanticipated technological changes, competitive activities and acts by governments and courts may indicate that an asset has become impaired. Our analysis in the first quarter of fiscal 2008 did not indicate any impairment. We continue to monitor events, circumstances or changes in the business that might imply a reduction in value and might lead to impairment.
Trade Promotions and Advertising. We routinely commit to one-time or on-going trade promotion programs in our Retail and Wholesale Products Group. Promotional reserves are provided for sales incentives made directly to consumers, such as coupons, and sales incentives made to customers, such as slotting, discounts based on sales volume, cooperative marketing programs and other arrangements. All such trade promotion costs are netted against sales. Promotional reserves are established based on our best estimate of the amounts necessary to settle future and existing claims on products sold as of the balance sheet date. To estimate trade promotion reserves, we rely on our historical experience with trade spending patterns and that of the industry, current trends and forecasted data. While we believe our promotional reserves are reasonable and that appropriate judgments have been made, estimated amounts could differ from future obligations.
Advertising costs include printed materials, participation in industry conventions and shows and market research. Advertising costs for print media are expensed when the advertising occurs. All other advertising costs are expensed when incurred. All advertising costs are part of selling, general and administrative expenses.
We have accrued liabilities at the end of each period for the estimated trade spending and advertising programs. We recorded liabilities of $2,126,000 and $2,395,000 for trade promotions and advertising at July 31, 2008 and 2007, respectively.
Stock-Based Compensation.On August 1, 2005, we adopted SFAS No. 123 (revised 2004),Share-Based Payment (“SFAS 123-R”). This statement is a revision of SFAS No. 123,Accounting for Stock-Based Compensation and supersedes APB Opinion No. 25 (“APB 25”),Accounting for Stock Issued to Employees. SFAS 123-R requires the determination of the fair value of stock-based compensation at the grant date and the recognition in the financial statements of the related compensation expense over the appropriate vesting period. Under SFAS123-R, we now recognize expense for stock options and restricted stock issued under our long term incentive plans. We adopted SFAS 123-R using a modified prospective application. Accordingly, prior period amounts have not been restated.
32
The fair value of stock-based compensation was estimated on the grant date using the Black-Scholes Option Pricing Method and is recognized as expense over the appropriate vesting period. This method requires management to make certain estimates, including estimating the expected term of stock options, expected volatility of our stock and expected dividends. In addition, judgment is required in estimating the amount of stock-based awards that are expected to be forfeited. If actual results differ significantly from these estimates or different key assumptions were used, it could have a material effect on our Consolidated Financial Statements. We recognized share-based compensation expense of $669,000 in fiscal 2008 and $790,000 in fiscal 2007, net of related tax effect. These amounts include expense related to stock option grants and amortization of restricted stock.
Pension and Postretirement Benefit Costs.We calculate our pension and postretirement benefit obligations and the related effects on results of operations using actuarial models. To measure the expense and obligations, we must make a variety of estimates including two critical assumptions for the discount rate used to value certain liabilities and the expected return on plan assets set aside to fund these costs. We evaluate these critical assumptions at least annually. Other assumptions involving demographic factors, such as retirement age, mortality and turnover, are evaluated periodically and are updated to reflect actual experience. As these assumptions change from period to period, recorded pension and postretirement benefit amounts and funding requirements could also change. Actual results in any given year will often differ from actuarial assumptions because of economic and other factors.
The discount rate is the rate assumed to measure the single amount that, if invested at the measurement date in a portfolio of high-quality debt instruments, would provide the necessary future cash flows to pay the pension benefits when due. The discount rate is subject to change each year. We refer to an applicable index and the expected duration of the benefit payments to select a discount rate at which we believe the benefits could be effectively settled. The discount rate for fiscal 2008 is the single equivalent rate that would yield the same present value as the plan’s expected cashflows discounted with spot rates on a yield curve of investment-grade corporate bonds. The yield curve is the Citigroup Pension Liability Index. In fiscal 2007 and 2006, the discount rate assumption was a benchmark rate based on the Citigroup Pension Liability Index. Our determination of pension expense or income is based on a market-related valuation of plan assets, which is the fair market value. Our expected rate of return on plan assets is determined based on asset allocations and historical experience. The expected long-term rate of inflation and risk premiums for the various asset categories are based on general historical returns and inflation rates. The target allocation of assets is used to develop a composite rate of return assumption.
As of July 31, 2007, we adopted the provisions of SFAS No. 158,Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans (“SFAS 158”). SFAS 158 require the funded status of our defined pension and postretirement health benefit plans to be recognized on the balance sheet. In addition, changes in the funded status that arise during the period but are not recognized as components of net periodic benefit cost are recognized within other comprehensive income, net of income tax. See Note 8 of the Notes to the Consolidated Financial Statements for additional information regarding the adoption of SFAS 158.
Income Taxes.Our effective tax rate is based on expected income, statutory tax rates and tax planning opportunities available to us in various jurisdictions in which we operate. Significant judgment is required in determining our effective tax rate and in evaluating our tax positions.
We determine our current and deferred taxes in accordance with SFAS No. 109,Accounting for Income Taxes. The tax effect of the reversal of tax differences is recorded at rates currently enacted for each jurisdiction in which we operate. To the extent that temporary differences will result in future tax benefit, we must estimate the timing of their reversal and whether taxable operating income in future periods will be sufficient to fully recognize any deferred tax assets. We maintain valuation allowances where it is likely that all or a portion of a deferred tax asset will not be realized. Changes in valuation allowances from period to period are included in the income tax provision in the period of change. In determining whether a valuation allowance is warranted, we take into account such factors as prior earnings history, expected future earnings and other factors that could effect the realization of deferred tax assets. We recorded valuation allowances for income taxes of $2,462,000 and $1,900,000 at July 31, 2008 and 2007, respectively. The fiscal 2008 valuation allowance increased due to higher alternative minimum taxcredit carryforwards, since it is considered more likely than not that the benefit of these credits will not be realized. See Note 5 of the Notes of the Consolidated Financial Statement for further discussion.
33
RECENTLYISSUEDACCOUNTINGSTANDARDS
In February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”). This Statement permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. Unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings at each subsequent reporting date. The Statement also establishes presentation and disclosure requirements relating to items measured at fair value. The provisions of this Statement are to be applied prospectively. We adopted this Statement as of August 1, 2008. The adoption of SFAS 159 did not have a material impact on our consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157,Fair Value Measurements(“SFAS 157). This Statement defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. In February 2008, SFAS No. 157 was amended by FASB Staff Positions (“FSP”) SFAS No. 157-1Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13(“FSP SFAS 157-1”) and by FSP SFAS No. 157-2Effective Date of FASB Statement No. 157(“FSP SFAS 157-2”). FSP SFAS 157-1 amends SFAS 157 to exclude FASB Statement No. 13,Accounting for Leases(“SFAS 13”)and other accounting pronouncements that address fair value measurements for purposes of lease classification or measurement under SFAS 13.FSP SFAS 157-2 delays the effective date of SFAS 157for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). We adopted the provisions of these Statements as of August 1, 2008. The adoption of these pronouncements did not have a material impact on our consolidated financial statements.
In June 2007, the EITF reached consensus on Issue No. 06-11,Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards(“EITF 06-11”). EITF 06-11 requires that the tax benefit related to dividend and dividend equivalents paid on equity-classified nonvested shares and nonvested share units, which are expected to vest, be recorded as an increase to additional paid-in capital. EITF 06-11 will be applied prospectively for tax benefits on dividends declared in our fiscal year beginning August 1, 2008. We believe the adoption of EITF 06-11 will not have a material impact on our consolidated financial statements.
In March 2008, the FASB issued SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities—an amendment of SFAS No. 133(“SFAS 161”).This Statement requires disclosures of how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. We will adopt this Statement as of February 1, 2009, the beginning of our third quarter of our fiscal year ending July 31, 2009. We are currently evaluating the impact this Statement will have on our consolidated financial statements.
In December 2007, the FASB issued SFAS No. 160,Noncontrolling Interests in Consolidated Financial Statements—An Amendment of ARB No. 51(“SFAS 160”).This statement establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 requires the noncontrolling interest to be reported as a component of equity, changes in a parent’s ownership interest while the parent retains its controlling interest be accounted for as equity transactions, and any retained noncontrolling equity investment upon the deconsolidation of a subsidiary be initially measured at fair value. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. We will adopt this Statement as of August 1, 2009. We are currently evaluating the impact this Statement will have on our consolidated financial statements.
In June 2008, the FASB issued FSP EITF 03-6-1,Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities(“FSP EITF 03-6-1). This FSP states that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. Upon adoption, a company is required to retrospectively adjust its earnings per share data (including any amounts related to interim periods, summaries of earnings and selected financial data) to conform with the provisions in this FSP. Earlier adoption is prohibited. We will adopt this FSP as of August 1, 2009. We are currently evaluating the impact FSP EITF 03-6-1 will have on our consolidated financial statements.
34
ITEM 7A – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to interest rate risk and employ policies and procedures to manage our exposure to changes in the market risk of our cash equivalents and short-term investments. We had two interest rate swap agreements outstanding as of July 31, 2008. We believe that the market risk arising from holdings of our financial instruments is not material.
We are exposed to foreign currency fluctuation risk, primarily U.S. Dollar/British Pound, U.S. Dollar/Euro and U.S. Dollar/Canadian Dollar, as it relates to certain accounts receivables and our foreign operations. Foreign currency denominated accounts receivable is a small fraction of our consolidated accounts receivable. We are also subject to translation exposure of our foreign subsidiaries’ financial statements. In recent years, our foreign subsidiaries have not generated a substantial portion of our consolidated sales or net income. We do not enter into any hedge contracts in an attempt to offset any adverse effect of changes in currency exchange rates. We believe that the foreign currency fluctuation risk is immaterial to the consolidated financial statements.
We are exposed to regulatory risk in the fluids purification, agricultural and animal health markets, principally as a result of the risk of increasing regulation of the food chain in the United States and Europe. We actively monitor developments in this area, both directly and through trade organizations of which we are a member.
We are exposed to commodity price risk with respect to fuel. We plan to contract for approximately half of our anticipated fuel needs for fiscal 2009 using forward purchase contracts to mitigate the volatility of our kiln fuel prices. We will also consider purchasing contracts for a portion of our fuel requirements for future years. All contracts are related to the normal course of business and no contracts are entered into for speculative purposes. As of July 31, 2008, we have purchased natural gas contracts representing approximately 30% of our planned kiln fuel needs for fiscal 2009. We estimate the weighted average cost of these natural gas contracts in fiscal 2009 to be approximately 42% higher than the contracts in fiscal 2008; however, this average will change as we continue to buy natural gas contracts in accordance with our forward purchase program.
The following table provides information about our natural gas future contracts, which are sensitive to changes in commodity prices, specifically natural gas prices. For the future contracts, the table presents the notional amounts in MMBtu’s, the weighted average contract prices, and the total dollar contract amount, which will mature by July 31, 2009. The Fair Value was determined using the “Most Recent Settle” price for the “Henry Hub Natural Gas” option contract prices as listed by the New York Mercantile Exchange on September 30, 2008.
| Commodity Price Sensitivity |
| Natural Gas Future Contracts |
| For the Year Ending July 31, 2009 |
| | | Expected 2009 | | Fair Value |
| | | Maturity | |
| Natural Gas Future Volumes (MMBtu) | | 720,000 | | | |
| |
| Weighted Average Price (Per MMBtu) | | $12.34 | | | |
| |
| Contract Amount ($ U.S., in thousands) | | $8,883 | | | $5,771 |
35
Factors that could influence the fair value of the natural gas contracts, include, but are not limited to, the creditworthiness of our natural gas suppliers, the overall general economy, developments in world events, and the general demand for natural gas by the manufacturing sector, seasonality and the weather patterns throughout the United States and the world. Some of these same events have allowed us to mitigate the impact of the natural gas contracts by the continued, and in some cases expanded, use of recycled oil in our manufacturing processes. Accurate estimates of the impact that these contracts may have on our fiscal 2009 financial results are difficult to make due to the inherent uncertainty of future fluctuations in option contract prices in the natural gas options market.
Please also see Item 1A above, “Risk Factors,” for a discussion of these and other risks and uncertainties we face in our business.
36
ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED BALANCE SHEETS
| | | July 31, |
| | | 2008 | | 2007 |
| | | (in thousands of dollars) |
| ASSETS | | | | | | | | |
| Current Assets | | | | | | | | |
| Cash and cash equivalents | | $ | 6,848 | | | $ | 12,133 | |
| Investment in treasury securities | | | 20,916 | | | | 17,894 | |
| Accounts receivable, less allowance of $614 and $569 | | | | | | | | |
| in 2008 and 2007, respectively | | | 31,383 | | | | 27,933 | |
| Inventories | | | 17,744 | | | | 15,237 | |
| Deferred income taxes | | | 890 | | | | 788 | |
| Prepaid expenses and other assets | | | 4,870 | | | | 4,315 | |
| Total Current Assets | | | 82,651 | | | | 78,300 | |
| |
| Property, Plant and Equipment, at Cost | | | | | | | | |
| Buildings and leasehold improvements | | | 23,801 | | | | 23,426 | |
| Machinery and equipment | | | 101,954 | | | | 99,240 | |
| Office furniture and equipment | | | 8,413 | | | | 9,231 | |
| Vehicles | | | 7,850 | | | | 6,933 | |
| | | | 142,018 | | | | 138,830 | |
| Less accumulated depreciation and amortization | | | (104,494 | ) | | | (100,033 | ) |
| | | | 37,524 | | | | 38,797 | |
| Construction in progress | | | 2,650 | | | | 1,509 | |
| Land | | | 11,266 | | | | 11,139 | |
| Total Property, Plant and Equipment, Net | | | 51,440 | | | | 51,445 | |
| |
| Other Assets | | | | | | | | |
| Goodwill | | | 5,162 | | | | 5,162 | |
| Trademarks and patents (Net of accumulated amortization | | | | | | | | |
| of $349 and $327 in 2008 and 2007, respectively) | | | 733 | | | | 817 | |
| Debt issuance costs (Net of accumulated amortization | | | | | | | | |
| of $525 and $450 in 2008 and 2007, respectively) | | | 338 | | | | 413 | |
| Licensing and non-compete agreements (Net of accumulatedamortization | | | | | | | | |
| of $2,987 and $2,757 in 2008 and 2007, respectively) | | | 1,752 | | | | 682 | |
| Deferred income taxes | | | 2,048 | | | | 1,618 | |
| Other | | | 4,864 | | | | 3,650 | |
| Total Other Assets | | | 14,897 | | | | 12,342 | |
| Total Assets | | $ | 148,988 | | | $ | 142,087 | |
The accompanying notes are an integral part of the consolidated financial statements.
37
| | | July 31, |
| | | 2008 | | 2007 |
| | | (in thousands of dollars) |
| LIABILITIES AND STOCKHOLDERS' EQUITY | | | | | | | | |
| Current Liabilities | | | | | | | | |
| Current maturities of notes payable | | $ | 5,580 | | | $ | 4,080 | |
| Accounts payable | | | 7,491 | | | | 6,181 | |
| Dividends payable | | | 919 | | | | 833 | |
| Accrued expenses | | | | | | | | |
| Salaries, wages and commissions | | | 5,578 | | | | 7,052 | |
| Trade promotions and advertising | | | 2,126 | | | | 2,395 | |
| Freight | | | 2,345 | | | | 1,305 | |
| Other | | | 6,062 | | | | 5,559 | |
| Total Current Liabilities | | | 30,101 | | | | 27,405 | |
| |
| Noncurrent Liabilities | | | | | | | | |
| Notes payable | | | 21,500 | | | | 27,080 | |
| Deferred compensation | | | 5,498 | | | | 4,756 | |
| Other | | | 4,263 | | | | 2,604 | |
| Total Noncurrent Liabilities | | | 31,261 | | | | 34,440 | |
| Total Liabilities | | | 61,362 | | | | 61,845 | |
| |
| Stockholders’ Equity | | | | | | | | |
| Common Stock, par value $.10 per share, issued 7,392,475 | | | | | | | | |
| shares in 2008 and 7,270,167 in 2007 | | | 739 | | | | 727 | |
| Class B Stock, par value $.10 per share, issued 2,239,538 | | | | | | | | |
| shares in 2008 and 2,234,538 in 2007 | | | 224 | | | | 223 | |
| Additional paid-in capital | | | 22,218 | | | | 20,150 | |
| Restricted unearned stock compensation | | | (674 | ) | | | (991 | ) |
| Retained earnings | | | 105,966 | | | | 100,503 | |
| Accumulated Other Comprehensive Income | | | | | | | | |
| Unrealized gain on marketable securities | | | 68 | | | | 59 | |
| Pension and postretirement benefits | | | (121 | ) | | | 857 | |
| Cumulative translation adjustment | | | 612 | | | | 507 | |
| | | | 129,032 | | | | 122,035 | |
| Less treasury stock, at cost (2,261,942 Common and | | | | | | | | |
| 324,741 Class B shares at July 31, 2008 and 2,286,226 | | | | | | | | |
| Common and 324,741 Class B shares at July 31, 2007) | | | (41,406 | ) | | | (41,793 | ) |
| Total Stockholders’ Equity | | | 87,626 | | | | 80,242 | |
| Total Liabilities and Stockholders' Equity | | $ | 148,988 | | | $ | 142,087 | |
The accompanying notes are an integral part of the consolidated financial statements.
38
CONSOLIDATED STATEMENTS OF OPERATIONS
| | | Year Ended July 31, |
| | | 2008 | | 2007 | | 2006 |
| | | (in thousands, except for per share data) |
| |
| Net Sales | | $ | 232,359 | | | $ | 212,117 | | | $ | 205,210 | |
| Cost of Sales | | | (186,289 | ) | | | (166,417 | ) | | | (167,136 | ) |
| Gross Profit | | | 46,070 | | | | 45,700 | | | | 38,074 | |
| Gain on Sale of Long-Lived Assets | | | -- | | | | -- | | | | 415 | |
| Selling, General and Administrative Expenses | | | (33,340 | ) | | | (35,163 | ) | | | (29,735 | ) |
| Income from Operations | | | 12,730 | | | | 10,537 | | | | 8,754 | |
| Other Income (Expense) | | | | | | | | | | | | |
| Interest income | | | 1,070 | | | | 1,415 | | | | 1,106 | |
| Interest expense | | | (2,189 | ) | | | (2,389 | ) | | | (2,255 | ) |
| Foreign exchange gains (losses) | | | 165 | | | | (23 | ) | | | (95 | ) |
| Other, net | | | 399 | | | | 905 | | | | 386 | |
| Total Other Expense, Net | | | (555 | ) | | | (92 | ) | | | (858 | ) |
| Income Before Income Taxes | | | 12,175 | | | | 10,445 | | | | 7,896 | |
| Income Taxes | | | (3,136 | ) | | | (2,785 | ) | | | (2,637 | ) |
| Net Income | | $ | 9,039 | | | $ | 7,660 | | | $ | 5,259 | |
| |
| Net Income Per Share | | | | | | | | | | | | |
| Basic Common | | $ | 1.38 | | | $ | 1.22 | | | $ | 0.83 | |
| Basic Class B Common | | $ | 1.11 | | | $ | 0.90 | | | $ | 0.61 | |
| Diluted | | $ | 1.25 | | | $ | 1.09 | | | $ | 0.73 | |
| |
| Average Shares Outstanding | | | | | | | | | | | | |
| Basic Common | | | 5,068 | | | | 4,902 | | | | 5,005 | |
| Basic Class B Common | | | 1,854 | | | | 1,834 | | | | 1,822 | |
| Diluted | | | 7,215 | | | | 7,028 | | | | 7,219 | |
The accompanying notes are an integral part of the consolidated financial statements.
39
| CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY AND OTHER COMPREHENSIVE INCOME |
| | Number of Shares | | $ Amounts ( in thousands) |
| |
| | | | | | | | | | | | | | | | | Restricted | | | | | | Accumulated | | | | |
| | Common | | | | | Common | | Additional | | | | | | Unearned | | | | | | Other | | Total |
| | & Class B | | Treasury | | & Class B | | Paid-In | | Retained | | Stock | | Treasury | | Comprehensive | | Stockholders' |
| | Stock | | Stock | | Stock | | Capital | | Earnings | | Compensation | | Stock | | Income/(Loss) | | Equity |
| Balance, July 31, 2005 | 9,133,157 | | (2,295,591 | ) | | $ | 913 | | $ | 13,735 | | $ | 94,891 | | | $ | (75 | ) | | $ | (35,366 | ) | | $ | (244 | ) | | $ | 73,854 | |
| |
| Net Income | | | | | | | -- | | | -- | | | 5,259 | | | | -- | | | | -- | | | | -- | | | | 5,259 | |
| Cumulative TranslationAdjustments | | | | | | | -- | | | -- | | | -- | | | | -- | | | | -- | | | | 461 | | | | 461 | |
| Unrealized gain on marketableSecurities | | | | | | | -- | | | -- | | | -- | | | | -- | | | | -- | | | | 8 | | | | 8 | |
| Total Comprehensive Income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,728 | |
| Dividends Declared | | | | | | | -- | | | -- | | | (2,598 | ) | | | -- | | | | -- | | | | -- | | | | (2,598 | ) |
| Purchases of Treasury Stock | | | (382,045 | ) | | | -- | | | -- | | | -- | | | | -- | | | | (7,811 | ) | | | -- | | | | (7,811 | ) |
| Issuance of Stock Under Long- | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Term Incentive Plans | 259,545 | | 48,792 | | | | 26 | | | 3,517 | | | (162 | ) | | | (1,386 | ) | | | 1,095 | | | | -- | | | | 3,090 | |
| Share-based Compensation | | | | | | | -- | | | 820 | | | -- | | | | -- | | | | -- | | | | -- | | | | 820 | |
| Amortization of Restricted Stock | | | | | | | -- | | | -- | | | -- | | | | 153 | | | | -- | | | | -- | | | | 153 | |
| Balance, July 31, 2006 | 9,392,702 | | (2,628,844 | ) | | $ | 939 | | $ | 18,072 | | $ | 97,390 | | | $ | (1,308 | ) | | $ | (42,082 | ) | | $ | 225 | | | $ | 73,236 | |
| Net Income | | | | | | | -- | | | -- | | | 7,660 | | | | -- | | | | -- | | | | -- | | | | 7,660 | |
| Cumulative Translation Adjustments | | | | | | | -- | | | -- | | | -- | | | | -- | | | | -- | | | | 328 | | | | 328 | |
| Unrealized gain on marketable Securities | | | | | | | -- | | | -- | | | -- | | | | -- | | | | -- | | | | 13 | | | | 13 | |
| Adoption of FAS 158 (see Note 8) | | | | | | | -- | | | -- | | | -- | | | | -- | | | | -- | | | | 857 | | | | 857 | |
| Total Comprehensive Income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,858 | |
| Dividends Declared | | | | | | | -- | | | -- | | | (3,117 | ) | | | -- | | | | -- | | | | -- | | | | (3,117 | ) |
| Adoption of EITF 04-06 (see Note 1) | | | | | | -- | | | -- | | | (1,235 | ) | | | -- | | | | -- | | | | -- | | | | (1,235 | ) |
| Purchases of Treasury Stock | | | (873 | ) | | | -- | | | -- | | | -- | | | | -- | | | | (16 | ) | | | -- | | | | (16 | ) |
| Issuance of Stock Under Long- | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Term Incentive Plans | 112,003 | | 18,750 | | | | 11 | | | 992 | | | (195 | ) | | | -- | | | | 305 | | | | -- | | | | 1,113 | |
| Share-based Compensation | | | | | | | -- | | | 1,086 | | | -- | | | | -- | | | | -- | | | | -- | | | | 1,086 | |
| Amortization of Restricted Stock | | | | | | | -- | | | -- | | | -- | | | | 317 | | | | -- | | | | -- | | | | 317 | |
| Balance, July 31, 2007 | 9,504,705 | | (2,610,967 | ) | | $ | 950 | | $ | 20,150 | | $ | 100,503 | | | $ | (991 | ) | | $ | (41,793 | ) | | $ | 1,423 | | | $ | 80,242 | |
| Net Income | | | | | | | | | | | | | 9,039 | | | | | | | | | | | | | | | | 9,039 | |
| Cumulative Translation Adjustments | | | | | | | | | | | | | | | | | | | | | | | | | 105 | | | | 105 | |
| Unrealized gain on marketableSecurities | | | | | | | -- | | | -- | | | -- | | | | -- | | | | -- | | | | 9 | | | | 9 | |
| Unrecognized actuarial gain/loss, | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| prior service cost and transitionliability | | | | | | | -- | | | -- | | | -- | | | | -- | | | | -- | | | | (978 | ) | | | (978 | ) |
| Total Comprehensive Income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 8,175 | |
| Dividends Declared | | | | | | | -- | | | -- | | | (3,463 | ) | | | -- | | | | -- | | | | -- | | | | (3,463 | ) |
| Purchases of Treasury Stock | | | (1,114 | ) | | | -- | | | -- | | | -- | | | | -- | | | | (20 | ) | | | -- | | | | (20 | ) |
| Issuance of Stock Under Long- | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Term Incentive Plans | 127,308 | | 25,398 | | | | 13 | | | 1,171 | | | (113 | ) | | | -- | | | | 407 | | | | -- | | | | 1,478 | |
| Share-based Compensation | | | | | | | -- | | | 897 | | | -- | | | | -- | | | | -- | | | | -- | | | | 897 | |
| Amortization of Restricted Stock | | | | | | | -- | | | -- | | | -- | | | | 317 | | | | -- | | | | -- | | | | 317 | |
| Balance, July 31, 2008 | 9,632,013 | | (2,586,683 | ) | | $ | 963 | | $ | 22,218 | | $ | 105,966 | | | $ | (674 | ) | | $ | (41,406 | ) | | $ | 559 | | | $ | 87,626 | |
The accompanying statements are an integral part of the consolidated financial statements.
40
CONSOLIDATED STATEMENTS OF CASH FLOWS
| | Year Ended July31, |
| | 2008 | | 2007 | | 2006 |
| (in thousands of dollars) |
| Cash Flows from Operating Activities | |
| Net Income | $ | 9,039 | | | $ | 7,660 | | | $ | 5,259 | |
| Adjustments to reconcile net income to net | | | | | | | | | | | |
| cash provided by operating activities: | | | | | | | | | | | |
| Depreciation and amortization | | 7,455 | | | | 7,498 | | | | 7,212 | |
| Amortization of investment discounts | | (692 | ) | | | (879 | ) | | | (600 | ) |
| Non-cash stock compensation expense | | 902 | | | | 1,078 | | | | 451 | |
| Excess tax benefits for share-based payments | | (313 | ) | | | (325 | ) | | | (516 | ) |
| Deferred income taxes | | (347 | ) | | | 761 | | | | 192 | |
| Provision for bad debts | | 88 | | | | 323 | | | | 127 | |
| Loss (Gain) on the sale of property, plant and equipment | | 221 | | | | 525 | | | | (309 | ) |
| (Increase) decrease in: | | | | | | | | | | | |
| Accounts receivable | | (3,538 | ) | | | (2,141 | ) | | | (2,631 | ) |
| Inventories | | (2,507 | ) | | | 460 | | | | (3,011 | ) |
| Prepaid overburden removal expense | | -- | | | | -- | | | | (316 | ) |
| Prepaid expenses | | (555 | ) | | | 312 | | | | (280 | ) |
| Other assets | | (1,026 | ) | | | 821 | | | | 345 | |
| Increase (decrease) in: | | | | | | | | | | | |
| Accounts payable | | 1,438 | | | | (934 | ) | | | 2,759 | |
| Accrued expenses | | (200 | ) | | | 1,628 | | | | 1,016 | |
| Deferred compensation | | 742 | | | | 663 | | | | 443 | |
| Other liabilities | | 634 | | | | (599 | ) | | | 494 | |
| Total Adjustments | | 2,302 | | | | 9,191 | | | | 5,376 | |
| Net Cash Provided by Operating Activities | | 11,341 | | | | 16,851 | | | | 10,635 | |
| |
| Cash Flows from Investing Activities | | | | | | | | | | | |
| Capital expenditures | | (7,302 | ) | | | (7,757 | ) | | | (10,827 | ) |
| Purchase of strategic intangible assets | | (1,300 | ) | | | -- | | | | -- | |
| Proceeds from sale of property, plant and equipment | | 43 | | | | 57 | | | | 1,006 | |
| Purchases of investments in debt securities | | -- | | | | -- | | | | (3,287 | ) |
| Maturities of investments in debt securities | | -- | | | | -- | | | | 3,679 | |
| Purchases of investment in treasury securities | | (95,831 | ) | | | (55,217 | ) | | | (65,336 | ) |
| Dispositions of investment in treasury securities | | 93,500 | | | | 57,450 | | | | 59,786 | |
| Net Cash Used in Investing Activities | | (10,890 | ) | | | (5,467 | ) | | | (14,979 | ) |
| |
| Cash Flows from Financing Activities | | | | | | | | | | | |
| Principal payments on long-term debt | | (4,080 | ) | | | (4,080 | ) | | | (3,080 | ) |
| Proceeds from issuance of long-term debt | | -- | | | | -- | | | | 15,000 | |
| Dividends paid | | (3,377 | ) | | | (3,038 | ) | | | (2,403 | ) |
| Purchase of treasury stock | | (20 | ) | | | (16 | ) | | | (7,811 | ) |
| Proceeds from issuance of treasury stock | | 293 | | | | 111 | | | | 631 | |
| Proceeds from issuance of common stock | | 1,184 | | | | 1,003 | | | | 2,460 | |
| Excess tax benefits for share-based payments | | 313 | | | | 325 | | | | 516 | |
| Other, net | | 21 | | | | 149 | | | | 247 | |
| Net Cash (Used in) Provided by Financing Activities | | (5,666 | ) | | | (5,546 | ) | | | 5,560 | |
| Effect of exchange rate changes on cash and cash equivalents | | (70 | ) | | | (312 | ) | | | (554 | ) |
| Net (Decrease) Increase in Cash and Cash Equivalents | | (5,285 | ) | | | 5,526 | | | | 662 | |
| Cash and Cash Equivalents, Beginning of Year | | 12,133 | | | | 6,607 | | | | 5,945 | |
| Cash and Cash Equivalents, End of Year | $ | 6,848 | | | $ | 12,133 | | | $ | 6,607 | |
The accompanying notes are an integral part of the consolidated financial statements.
41
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OFCONSOLIDATION
The consolidated financial statements include the accounts of Oil-Dri Corporation of America and its subsidiaries, all of which are wholly-owned. All significant intercompany balances and transactions have been eliminated from the consolidated financial statements.
MANAGEMENTUSE OFESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
STOCKSPLITEFFECTED BY ASTOCKDIVIDEND
Our Board declared a stock dividend on June 6, 2006, during our fiscal year 2006. The stock dividend was paid in fiscal 2007 on September 8, 2006, to stockholders of record at the close of business on August 4, 2006. Accordingly, shares outstanding, income (loss) per share, dividends per share, Common Stock price ranges and balance sheet values for all years presented reflect the five-for-four stock split effected by a stock dividend of one-quarter share for each outstanding share of Common Stock and Class B Stock and the adjustment to aggregate par value has been made.
CASHEQUIVALENTS ANDINVESTMENTS INSECURITIES
Cash equivalents are highly liquid investments with maturities of three months or less when purchased. Investments in treasury securities are carried at cost, plus accrued interest, which approximates market. We occasionally purchase as investments certain debt securities of highly rated United States corporations. These securities are reported as current or long-term depending on the maturity of the instrument. We classify these investments as held-to-maturity and measure them on an amortized cost basis because we have both the intention and the ability to hold these investments to maturity.
TRADERECEIVABLES
We recognize trade receivables when the risk of loss and title pass to the customer consistent with our Revenue Recognition policy. We provide for 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 and analysis of specific accounts. A customer is determined to be uncollectible when we have completed our internal collection procedures, including termination of shipments, direct customer contact and formal demand of payment. We retain outside collection agencies to facilitate our collection efforts. Past due status is determined based on contractual terms and customer payment history.
CONCENTRATION OFCREDITRISK
Financial instruments, which potentially subject us to concentrations of credit risk, consist principally of cash investments and accounts receivable. We place our cash investments in government-backed instruments, both foreign and domestic, and with other quality institutions. Concentrations of credit risk with respect to accounts receivable are subject to the financial condition of certain major customers, principally the customer referred to in Note 3 of the Notes to the Consolidated Financial Statements. We generally do not require collateral to secure customer receivables.
42
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
INVENTORIES
We value inventories at the lower of cost (first-in, first-out) or market. We recorded inventory obsolescence reserves of approximately $138,000 and $199,000 for the fiscal years ended July 31, 2008 and 2007, respectively. The composition of inventories as of July 31, 2008 and 2007 are as follows:
| | 2008 | | 2007 |
| | (in thousands) |
| Finished goods | $ | 10,076 | | $ | 9,012 |
| Packaging | | 3,798 | | | 3,118 |
| Other | | 3,870 | | | 3,107 |
| | $ | 17,744 | | $ | 15,237 |
TRANSLATION OFFOREIGNCURRENCIES
Assets and liabilities of foreign subsidiaries, where the local currency is the functional currency, are translated at the exchange rates in effect at period end. Income statement items are translated at the average exchange rate on a monthly basis. Resulting translation adjustments are recorded as a separate component of stockholders’ equity.
INTANGIBLES ANDGOODWILL
We amortize intangibles on a straight-line basis over periods ranging from seven to twenty years. We periodically review intangibles and goodwill to assess recoverability from projected discounted cash flows of the related operating entities. Our review is based on discounted cash flow and other approaches that require significant judgment with respect to volume, revenue, expense growth rates and the selection of an appropriate discount rate. Impairment occurs when the carrying value exceeds the fair value. Our impairment analysis is performed in the first quarter of the fiscal year and we use judgment in assessing whether assets may have become impaired between annual valuations. Indicators such as unexpected adverse economic factors, unanticipated technological changes, competitive activities and acts by governments and courts may indicate that an asset has become impaired.
PREPAIDOVERBURDENREMOVAL ANDMININGCOSTS
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 that is then used in a majority of our production processes.
As of August 1, 2006, we adopted EITF Issue No. 04-06,Accounting for Stripping Costs Incurred during Production in the Mining Industry (“EITF 04-06”), which changed our reporting of post-production stripping costs. Beginning in the first quarter of fiscal year 2007, production costs were treated as a variable inventory production cost and were included in cost of sales in the period they were incurred. We had $1,686,000 of prepaid expense recorded on our consolidated balance sheet as of July 31, 2006. In accordance with the transition guidance provided by this new pronouncement, on August 1, 2006, we wrote off the balance of our prepaid overburden removal expense account to opening retained earnings, with no charge to current earnings. The results for prior periods have not been restated. The cumulative effect adjustment reduced opening retained earnings by $1,235,000, eliminated the $1,686,000 balance of the prepaid overburden removal expense account and adjusted our tax accounts by $451,000.
Prior to fiscal 2007, the cost of the overburden removal was recorded in a prepaid expense account and, as the usable sorbent material was mined, the prepaid overburden removal expense was amortized over the estimated available material. To determine the value of prepaid overburden, our mining personnel survey the individual mining areas. The estimation work is conducted utilizing a combination of manual and computerized survey tools. Once the survey data is recorded it is charted on numerous topographical maps of the mining areas. Finally, estimates are developed based on the survey data, maps and professional judgment of the mining engineers.
43
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
We recorded stripping costs of approximately $1,719,000 and $1,293,000 in fiscal years 2008 and 2007, respectively, under EITF 04-06. In fiscal 2006 we amortized to current expense approximately $2,134,000 of previously recorded prepaid expense.
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 mineral are also capitalized. All exploration related costs are expensed as incurred.
RECLAMATION
We perform on-going reclamation activities during the normal course of our overburden removal activities. As overburden is removed from a pit, it is hauled to previously mined pits and used to refill older sites. This process allows us to continuously reclaim older pits and dispose of overburden simultaneously, therefore minimizing the liability for the reclamation function.
On an annual basis we evaluate our potential reclamation liability in accordance with SFAS No. 143,Accounting for Asset Retirement Obligations and with FASB Interpretation No. 47 (as amended),Accounting for Conditional Asset Retirement Obligations. The reclamation assets are depreciated over the estimated useful lives of the various mines. The reclamation liabilities are increased based on a yearly accretion charge, once again over the estimated useful lives of the mines.
PROPERTY,PLANT ANDEQUIPMENT
Property, plant and equipment expenditures are generally depreciated using the straight-line method over their estimated useful lives which are listed below. Major improvements and betterments are capitalized while maintenance and repairs that do not extend the useful life of the applicable assets are expensed as incurred.
| | Years |
| Buildings and leasehold improvements | 5-30 |
| Machinery and equipment | 2-20 |
| Office furniture, computers and equipment | 2-10 |
| Vehicles | 2-8 |
Property, plant and equipment are reviewed periodically for possible impairment on an annual basis. We review for idle and underutilized equipment and review business plans for possible impairment. When impairment is indicated, an impairment charge is recorded for the difference between the carrying value of the asset and its fair market value.
TRADEPROMOTIONS
We routinely commit to one-time or on-going trade promotion programs in our Retail and Wholesale Products Group. All such costs are netted against sales. We have accrued liabilities at the end of each period for the estimated expenses incurred, but not paid for these programs. Promotional reserves are provided for sales incentives made directly to consumers, such as coupons, and sales incentives made to customers, such as slotting, discounts based on sales volume, cooperative marketing programs and other arrangements. We use judgment for estimates to determine our trade spending liabilities. We rely on our historical experience with trade spending patterns and that of the industry, current trends and forecasted data.
44
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
FAIRVALUE OFFINANCIALINSTRUMENTS
Non-derivative financial instruments included in the Consolidated Balance Sheets are cash and cash equivalents, investment securities and notes payable. These instruments, except for notes payable and investments in U.S. Treasury securities, were carried at amounts approximating fair value as of July 31, 2008 and 2007. The fair value of notes payable was estimated based on future cash flows discounted at current interest rates available to us for debt with similar maturities and characteristics. The fair value of notes payable was more than its carrying value by approximately $418,000 as of July 31, 2008 and was less than its carrying value by approximately $405,000 as of July 31, 2007.
REVENUERECOGNITION
Under the terms of our sales agreements with customers, we recognize revenue when title is transferred. At the time of shipment an invoice is generated which sets the fixed and determinable price. Sales returns and allowances are not material.
COST OF SALES
Cost of sales includes all manufacturing costs, inbound and outbound freight, inspection costs, purchasing costs associated with materials and packaging used in the production processes and warehouse and distribution costs.
SHIPPING ANDHANDLINGCOSTS
Shipping and handling costs are included in cost of sales and were $42,567,000, $33,830,000, and $33,011,000 for the years ended July 31, 2008, 2007 and 2006, respectively.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses include salaries, wages and benefits associated with the 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 and all other non-manufacturing and non-distribution expenses.
RESEARCH ANDDEVELOPMENT
Research and development costs of $2,497,000, $2,154,000, and $1,809,000 were charged to expense as incurred for the years ended July 31, 2008, 2007 and 2006, respectively.
ADVERTISINGCOSTS
Advertising costs include printed materials, participation in industry conventions and shows and market research. Advertising costs for print media are expensed when the advertising occurs. All other advertising costs are expensed when incurred. All advertising costs are part of selling, general and administrative expenses. Advertising expenses were $1,054,000, $1,473,000, and $1,273,000 for the years ended July 31, 2008, 2007 and 2006, respectively.
PENSION ANDPOSTRETIREMENTBENEFITCOSTS
We provide a defined benefit pension plan for eligible salaried and hourly employees. We also provide a postretirement health benefit plan to domestic salaried employees who qualify under the plan’s provisions. Our pension and postretirement health benefit plans are accounted for using actuarial valuations required by SFAS No. 87,Employers’ Accounting for Pensions and SFAS No. 106,Employers’ Accounting for Postretirement Benefits Other Than Pensions.
As of July 31, 2007, we adopted the provisions of SFAS No. 158,Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans (“SFAS 158”). SFAS 158 require the funded status of our defined pension and postretirement health benefit plans to be recognized on the balance sheet. In addition, changes in the funded status that arise during the period but are not recognized as components of net periodic benefit cost are recognized within other comprehensive income, net of income tax. See Note 8 for additional information regarding the adoption of SFAS 158.
45
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
STOCK-BASEDCOMPENSATION
On August 1, 2005, we began accounting for stock-based compensation in accordance with SFAS No. 123 (revised 2004),Share-Based Payment (“SFAS 123-R”). This statement is a revision of SFAS No. 123,Accounting for Stock-Based Compensation and supersedes APB Opinion No. 25 (“APB 25”),Accounting for Stock Issued to Employees. SFAS 123-R requires the determination of the fair value of stock-based compensation at the grant date and the recognition in the financial statements of the related compensation expense over the appropriate vesting period. Under SFAS 123-R, we now recognize expense for stock options and restricted stock issued under our long term incentive plans. We adopted SFAS 123-R using a modified prospective application. Accordingly, prior period amounts have not been restated.
INCOME TAXES
Deferred income tax assets and liabilities are recorded for the impact of temporary differences between the tax basis of assets and liabilities and the amounts recognized for financial reporting purposes. Deferred tax assets are reviewed and a valuation allowance is established if management believes that it is more likely than not that some portion of our deferred tax assets will not be realized. Changes in valuation allowances from period to period are included in the tax provision in the period of change.
U.S. income tax expense and foreign withholding taxes are provided on remittances of foreign earnings and on unremitted foreign earnings that are not indefinitely reinvested. Where unremitted foreign earnings are indefinitely reinvested, no provision for federal or state tax expense is recorded. When circumstances change and we determine that some or all of the undistributed earnings will be remitted in the foreseeable future, a corresponding expense is accrued in the current period.
We adopted the provisions of FASB Interpretation No. 48,Accounting for Uncertainty in Income Taxes (“FIN 48”) as of August 1, 2007. There were no material adjustments associated with the implementation of FIN 48. As of August 1, 2007, unrecognized tax benefits and accrued interest and penalties were not material. We recognize interest and penalties accrued related to uncertain tax positions in income tax (benefit) expense.
We are subject to U.S. federal income tax as well as income tax in multiple state and foreign jurisdictions. Our federal income tax returns for the fiscal years ending July 31, 2005 through July 31, 2007 remain open for future examination. Foreign and U.S. state jurisdictions have statutes of limitations generally ranging from 3 to 5 years. The state impact of any federal income tax changes remains subject to examination by various states for a period of up to one year after formal notification to the states. There are no material open or unsettled federal, state, local or foreign income tax audits. We believe our accrual for tax liabilities is adequate for all open audit years. On the basis of present information, we do not anticipate the total unrecognized tax benefits will significantly change due to the settlement of audits or the expiration of statue of limitations in the next twelve months.
NEWACCOUNTINGSTANDARDS
In February 2007, the FASB issued SFAS No. 159,The Fair Value Option for Financial Assets and Financial Liabilities (“SFAS 159”). This Statement permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. Unrealized gains and losses on items for which the fair value option has been elected will be reported in earnings at each subsequent reporting date. The Statement also establishes presentation and disclosure requirements relating to items measured at fair value. The provisions of this Statement are to be applied prospectively. We adopted this Statement as of August 1, 2008. The adoption of SFAS 159 did not have a material impact on our consolidated financial statements.
46
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In September 2006, the FASB issued SFAS No. 157,Fair Value Measurements(“SFAS 157). This Statement defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. In February 2008, SFAS No. 157 was amended by FASB Staff Positions (“FSP”) SFAS No. 157-1Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13(“FSP SFAS 157-1”) and by FSP SFAS No. 157-2Effective Date of FASB Statement No. 157(“FSP SFAS 157-2”). FSP SFAS 157-1 amends SFAS 157 to exclude FASB Statement No. 13,Accounting for Leases,and other accounting pronouncements that address fair value measurements for purposes of lease classification or measurement under Statement 13. FSP SFAS 157-2 delays the effective date of SFAS 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). We adopted the provisions of these Statements as of August 1, 2008. The adoption of these pronouncements did not have a material impact on our consolidated financial statements.
In June 2007, the EITF reached consensus on Issue No. 06-11,Accounting for Income Tax Benefits of Dividends on Share-Based Payment Awards(“EITF 06-11”). EITF 06-11 requires that the tax benefit related to dividend and dividend equivalents paid on equity-classified nonvested shares and nonvested share units, which are expected to vest, be recorded as an increase to additional paid-in capital. EITF 06-11 will be applied prospectively for tax benefits on dividends declared in our fiscal year beginning August 1, 2008. We believe the adoption of EITF 06-11 will not have a material impact on our consolidated financial statements.
In March 2008, the FASB issued SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities—an amendment of SFAS No. 133(“SFAS 161”).This Statement requires disclosures of how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for and how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS 161 is effective for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. We will adopt this Statement as of February 1, 2009, the beginning of our third quarter of our fiscal year ending July 31, 2009. We are currently evaluating the impact this Statement will have on our consolidated financial statements.
In December 2007, the FASB issued SFAS No. 160,Noncontrolling Interests in Consolidated Financial Statements—An Amendment of ARB No. 51(“SFAS 160”).This statement establishes new accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 requires the noncontrolling interest to be reported as a component of equity, changes in a parent’s ownership interest while the parent retains its controlling interest be accounted for as equity transactions, and any retained noncontrolling equity investment upon the deconsolidation of a subsidiary be initially measured at fair value. SFAS 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Earlier adoption is prohibited. We will adopt this Statement as of August 1, 2009. We are currently evaluating the impact this Statement will have on our consolidated financial statements.
In June 2008, the FASB issued FSP EITF 03-6-1,Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities(“FSP EITF 03-6-1). This FSP states that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of earnings per share pursuant to the two-class method. The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those years. Upon adoption, a company is required to retrospectively adjust its earnings per share data (including any amounts related to interim periods, summaries of earnings and selected financial data) to conform with the provisions in this FSP. Earlier adoption is prohibited. We will adopt this FSP as of August 1, 2009. We are currently evaluating the impact FSP EITF 03-6-1 will have on our consolidated financial statements.
NOTE 2 – SPECIAL CHARGES, FEES AND CHANGES IN ACCOUNTING ESTIMATES
COST OFSALES
During fiscal 2008, we recorded an $831,000 pre-tax reduction to our cost of sales from the sale to an unaffiliated third party of emission reduction credits we held in the State of California. We do not need these credits to operate our California mining and manufacturing facility.
47
NOTE 2 – SPECIAL CHARGES, FEES AND CHANGES IN ACCOUNTING ESTIMATES (CONTINUED)
GAIN ONSALE OFLONG-LIVEDASSETS
During fiscal 2006, we recorded a $415,000 pre-tax gain in other income (expense) from the sale of certain water rights in Nevada. These water rights were geographically located in an area that we were not actively planning to develop.
NOTE 3 – OPERATING SEGMENTS
During the first quarter of fiscal 2006, we reorganized our management group to support a business approach focused on meeting the different needs of the end-customers for our products. At that time, our business segments were also redefined from a product line basis to an end-customer basis. SFAS No. 131,Disclosures About Segments of an Enterprise and Related Information establishes standards for reporting information about operating segments. Under SFAS No. 131, we have two reportable operating segments derived from the different characteristics of our two major customer groups: Retail and Wholesale Products Group and Business to Business Products Group.
Net sales and operating income for each segment are provided below. Revenues by product line are not provided because it would be impracticable to do so. The accounting policies of the segments are the same as those described in the summary of significant accounting policies.
We do not rely on any segment asset allocations and do not consider them meaningful because of the shared nature of our production facilities; however, we have estimated the segment asset allocations as follows:
| July 31, |
| Assets |
| 2008 | | 2007 | | 2006 |
| (in thousands) |
| Business to Business Products | $ | 38,026 | | $ | 35,298 | | $ | 36,358 |
| Retail and Wholesale Products | | 66,838 | | | 61,992 | | | 59,836 |
| Unallocated Assets | | 44,124 | | | 44,797 | | | 43,353 |
| Total Assets | $ | 148,988 | | $ | 142,087 | | $ | 139,547 |
| Year Ended July 31 |
| Net Sales | | Income |
| 2008 | | 2007 | | 2006 | | 2008 | | 2007 | | 2006 |
| (in thousands) |
| Business to Business Products | $ | 75,048 | | $ | 69,612 | | $ | 70,349 | | $ | 15,782 | | | $ | 13,302 | | | $ | 14,181 | |
| Retail and Wholesale Products | | 157,311 | | | 142,505 | | | 134,861 | | | 14,973 | | | | 16,162 | | | | 8,486 | |
| Total Sales/Operating Income | $ | 232,359 | | $ | 212,117 | | $ | 205,210 | | | 30,755 | | | | 29,464 | | | | 22,667 | |
| Gain on Sale of Long-Lived Assets1 | | | | | | | | | | | -- | | | | -- | | | | 415 | |
| Less: | | | | | | | | | | | | | | | | | | | | |
| Corporate Expenses | | | | | | | | | | | 17,461 | | | | 18,045 | | | | 14,037 | |
| Interest Expense, Net of Interest Income | | | | | | | | | | | 1,119 | | | | 974 | | | | 1,149 | |
| Income before Income Taxes | | | | | | | | | | | 12,175 | | | | 10,445 | | | | 7,896 | |
| Income Taxes Provision | | | | | | | | | | | (3,136 | ) | | | (2,785 | ) | | | (2,637 | ) |
| Net Income | | | | | | | | | | $ | 9,039 | | | $ | 7,660 | | | $ | 5,259 | |
1See Note 2 for a discussion of the gain on the sale of long-lived assets
48
NOTE 3 – OPERATING SEGMENTS (CONTINUED)
The following is a summary of financial information by geographic region for the years ended July 31:
| 2008 | | 2007 | | 2006 |
| (in thousands) |
| Sales to unaffiliated customers: | | | | | | | | |
| Domestic | $ | 214,772 | | $ | 195,160 | | $ | 188,823 |
| Foreign subsidiaries | $ | 17,587 | | $ | 16,957 | | $ | 16,387 |
| Sales or transfers between geographic areas: | | | | | | | | |
| Domestic | $ | 7,050 | | $ | 6,719 | | $ | 7,224 |
| Income before income taxes: | | | | | | | | |
| Domestic | $ | 10,939 | | $ | 9,620 | | $ | 7,478 |
| Foreign subsidiaries | $ | 1,236 | | $ | 825 | | $ | 418 |
| Net Income: | | | | | | | | |
| Domestic | $ | 8,154 | | $ | 7,330 | | $ | 4,992 |
| Foreign subsidiaries | $ | 885 | | $ | 330 | | $ | 267 |
| Identifiable assets: | | | | | | | �� | |
| Domestic | $ | 138,156 | | $ | 132,312 | | $ | 130,143 |
| Foreign subsidiaries | $ | 10,832 | | $ | 9,775 | | $ | 9,404 |
Our largest customer accounted for the following percentage of consolidated net sales and net accounts receivable:
| 2008 | | 2007 | | 2006 |
| Net sales for the years ended July 31 | 25 | % | | 23 | % | | 19 | % |
| Net accounts receivable as of July 31 | 33 | % | | 36 | % | | 27 | % |
49
NOTE 4 – NOTES PAYABLE
The composition of notes payable at July 31 is as follows:
| 2008 | | 2007 |
| (in thousands) |
| Town of Blue Mountain, Mississippi | | | | | | | |
| Principal payable on October 1, 2008. Interest payable monthly at a | | | | | | | |
| variable interest rate reset weekly based on market conditions for | | | | | | | |
| similar instruments. The average annual rate was 3.03% and 3.83% | | | | | | | |
| in fiscal 2008 and 2007, respectively. Payment of these bonds by the | | | | | | | |
| Company is guaranteed by a letter of credit issued by | | | | | | | |
| Harris Trust and Savings Bank | $ | 2,500 | | | $ | 2,500 | |
| | |
| Prudential Financial | | | | | | | |
| Payable in annual principal installments on April 15: | | | | | | | |
| $1,500,000 in fiscal 2009; $3,000,000 in fiscal 2010; | | | | | | | |
| $2,000,000 in fiscal 2011; and $1,500,000 in fiscal 2012 and | | | | | | | |
| 2013. Interest is payable semiannually at an annual rate of 6.55% | | 9,500 | | | | 13,500 | |
| | |
| The Prudential Insurance Company of America and Prudential | | | | | | | |
| Retirement Insurance and Annuity Company | | | | | | | |
| Payable in annual principal installments on October 15: | | | | | | | |
| $1,500,000 in fiscal 2009; $200,000 in fiscal 2010; | | | | | | | |
| $1,500,000 in fiscal 2011; $2,100,000 in fiscal 2012; | | | | | | | |
| $2,300,000 in fiscal 2013; $3,500,000 in fiscal 2014; | | | | | | | |
| $3,500,000 in fiscal 2015; $400,000 in fiscal 2016. | | | | | | | |
| Interest is payable semiannually at an annual rate | | | | | | | |
| of 5.89% | | 15,000 | | | | 15,000 | |
| | |
| Other | | 80 | | | | 160 | |
| | |
| $ | 27,080 | | | $ | 31,160 | |
| | |
| Less current maturities of notes payable | | (5,580 | ) | | | (4,080 | ) |
| | |
| $ | 21,500 | | | $ | 27,080 | |
We sold at face value $15,000,000 in senior promissory notes to The Prudential Insurance Company of America and to Prudential Retirement Insurance and Annuity Company pursuant to a Note Agreement dated December 16, 2005. The notes bear interest at 5.89% per annum and mature on October 15, 2015. The proceeds of the sale may be used to fund future principal payments on debt, acquisitions, stock repurchases, and capital expenditures and for working capital purposes. The Note Agreement contains certain covenants that restrict our ability to, among other things, incur additional indebtedness, dispose of assets and merge or consolidate. The Note Agreement also requires a minimum fixed coverage ratio and a minimum consolidated net worth to be maintained.
On January 27, 2006, we entered into an unsecured revolving credit agreement with Harris N.A. that is effective until January 27, 2009. The credit agreement provides that we may select a variable rate based on either Harris’ prime rate or a LIBOR-based rate, plus a margin which varies depending on our debt to earnings ratio, or a fixed rate as agreed to with Harris N.A. At July 31, 2008, the variable rates would have been 5.0% for the Harris’ prime rate or 3.8% for the LIBOR-based rate. At July 31, 2007, the variable rates would have been 8.3% for the Harris’ prime rate or 5.9% for the LIBOR-based rate. The credit agreement contains restrictive covenants that, among other things and under various conditions (including a limitation on capital expenditures), limit our ability to incur additional indebtedness or to dispose of assets. The agreement also requires a minimum fixed coverage ratio and a minimum consolidated net worth to be maintained. As of July 31, 2008, $15,000,000 was available under this credit facility and there were no outstanding borrowings.
50
NOTE 4 – NOTES PAYABLE (CONTINUED)
On July 12, 2006, Favorite Products Company, Ltd., a wholly-owned subsidiary, entered into a credit agreement with the National Bank of Canada that is effective until July 31, 2011. The agreement provides up to $900,000 (Canadian dollars) in committed unsecured revolving credit loans. The interest rate on any outstanding borrowings would be based on the Canadian prime rate. The agreement also contains restrictive covenants that require Favorite Products to maintain a minimum working capital ratio and a maximum debt to equity ratio. As of July 31, 2008, there were no outstanding borrowings against this agreement.
The 1998 note agreement with Teachers Insurance and Annuity Association of America (“Teachers”) and Prudential Insurance Company of America (“Prudential”) for the $25,000,000 private debt placement was been amended to modify the fixed charges ratio covenant contained therein from the original ratio to ratio values that varied over different periods of time. The currently applicable fixed charges ratio was set forth in the July 2002 amendment and sets the ratio for the period November 1, 2003 and thereafter at 1.50 to 1.00. Also currently applicable is an additional interest charge of 0.25% for any fiscal quarter ending on or after July 31, 2002 if the fixed charge coverage ratio is less than 1.50 to 1.00. In December 2006, Prudential Financial bought the remaining portion of the Teachers note agreement, so subsequently this entire note is held by Prudential Financial.
The agreements with Prudential and Harris N.A. impose working capital requirements, dividend and financing limitations, minimum tangible net worth requirements and other restrictions. Our credit agreement with Harris N.A. indirectly restricts dividends by requiring us to maintain consolidated net worth, as defined, of about $56,760,000 plus 25% of cumulative quarterly earnings from January 31, 2006.
In prior years, the Town of Blue Mountain, Mississippi issued long-term bonds to finance the purchase of substantially all of the assets of certain plant expansion projects, and leased the projects to us and various of our subsidiaries (with the Company and various of its wholly-owned subsidiaries as guarantors) at rentals sufficient to pay the debt service on the bonds. We repaid this debt in full on October 1, 2008.
Our debt agreements also contain provisions such that if we default on one debt agreement, the others will automatically default. If we default on any guaranteed debt with a balance greater than $1,000,000, our unsecured revolving credit agreement with Harris N.A. will be considered in default. If we default on any debt with a balance greater than $5,000,000, we will also be considered in default on the note agreement with Prudential Financial and with the promissory notes to The Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company.
We were in compliance with all restrictive covenants and limitations at July 31, 2008.
The following is a schedule by year of future maturities of notes payable as of July 31, 2008:
| (in thousands) |
| 2009 | | $ | 5,580 | |
| 2010 | | | 3,200 | |
| 2011 | | | 3,500 | |
| 2012 | | | 3,600 | |
| Later years | | | 11,200 | |
| | $ | 27,080 | |
51
NOTE 5 – INCOME TAXES
The provision (benefit) for income tax expense consists of the following:
| 2008 | | 2007 | | 2006 |
| (in thousands) |
| Current | | | | | | | | | |
| Federal | $ | 2,349 | | $ | 1,873 | | $ | 2,148 | |
| Foreign | | 327 | | | 329 | | | 68 | |
| State | | 415 | | | 432 | | | 360 | |
| | 3,091 | | | 2,634 | | | 2,576 | |
| Deferred | | | | | | | | | |
| Federal | | 17 | | | 123 | | | (57 | ) |
| Foreign | | 23 | | | 11 | | | 82 | |
| State | | 5 | | | 17 | | | 36 | |
| | 45 | | | 151 | | | 61 | |
| Total Income Tax Provision | $ | 3,136 | | $ | 2,785 | | $ | 2,637 | |
Principal reasons for variations between the statutory federal rate and the effective rates for the years ended July 31 were as follows:
| 2008 | | 2007 | | 2006 |
| U.S. federal income tax rate | 34.0 | % | | 34.0 | % | | 34.0 | % |
| Depletion deductions allowed for mining | (10.6 | ) | | (10.3 | ) | | (13.6 | ) |
| State income tax expense, net of | | | | | | | | |
| federal tax expense | 2.3 | | | 2.8 | | | 3.3 | |
| AMT | -- | | | -- | | | 1.1 | |
| Difference in effective tax rate of foreign subsidiaries | -- | | | 0.6 | | | 0.1 | |
| Empowerment zone credits | (0.9 | ) | | (0.9 | ) | | (0.5 | ) |
| Remitted foreign earnings | -- | | | -- | | | 6.6 | |
| Other | 1.0 | | | 0.5 | | | 2.4 | |
| 25.8 | % | | 26.7 | % | | 33.4 | % |
The Consolidated Balance Sheets as of July 31 included the following tax effects of cumulative temporary differences:
| 2008 | | 2007 |
| Assets | | Liabilities | | Assets | | Liabilities |
| (in thousands) |
| Depreciation | $ | -- | | | $ | 1,924 | | $ | -- | | | $ | 1,391 |
| Deferred compensation | | 2,237 | | | | -- | | | 1,962 | | | | -- |
| Postretirement benefits | | 906 | | | | -- | | | 420 | | | | -- |
| Allowance for doubtful accounts | | 274 | | | | -- | | | 293 | | | | -- |
| Other assets | | 169 | | | | -- | | | 319 | | | | -- |
| Accrued expenses | | 570 | | | | -- | | | 433 | | | | -- |
| Tax credits | | 3,231 | | | | -- | | | 2,654 | | | | -- |
| Amortization | | -- | | | | 116 | | | -- | | | | 77 |
| Inventories | | 46 | | | | -- | | | 62 | | | | -- |
| Depletion | | -- | | | | 625 | | | -- | | | | 654 |
| Stock compensation expense | | 610 | | | | -- | | | 427 | | | | -- |
| Reclamation and other | | 141 | | | | -- | | | -- | | | | -- |
| Other assets – foreign | | -- | | | | 119 | | | -- | | | | 142 |
| | 8,184 | | | | 2,784 | | | 6,570 | | | | 2,264 |
| Valuation allowance | | (2,462 | ) | | | -- | | | (1,900 | ) | | | -- |
| Total deferred taxes | $ | 5,722 | | | $ | 2,784 | | $ | 4,670 | | | $ | 2,264 |
52
NOTE 5 – INCOME TAXES (CONTINUED)
As of July 31, 2008, for federal income tax purposes there were alternative minimum tax credit carryforwards of approximately $2,938,000. A valuation allowance has been established for $2,462,000 of the deferred tax benefit related to the AMT tax credits since it is more likely than not that the benefit will not be realized. The alternative minimum tax credit carryforwards can be carried forward indefinitely or until utilized.
Historically, no provision had been made for possible income taxes which may be paid on the distribution of untaxed earnings of foreign subsidiaries of approximately $5,211,000, $4,360,000 and $3,700,000 as of July 31, 2008, 2007 and 2006, respectively. No provision was required as substantially all such amounts were intended to be indefinitely invested in the subsidiaries or to be handled in such a way that no additional income taxes would be incurred when such earnings are distributed.
NOTE 6 – STOCKHOLDERS’ EQUITY
Our authorized capital stock at July 31, 2008 and 2007 consisted of 15,000,000 shares of Common Stock, 7,000,000 shares of Class B Stock and 30,000,000 shares of Class A Common Stock, each with a par value of $.10 per share. There are no Class A shares currently outstanding.
Our Board declared a stock dividend on June 6, 2006, during our fiscal year 2006. The stock dividend was paid in fiscal 2007, on September 8, 2006, to stockholders of record at the close of business on August 4, 2006. Accordingly, shares outstanding, income (loss) per share, dividends per share, Common Stock price ranges and balance sheet values for all years presented have been restated to reflect the five-for-four stock split effected by a stock dividend of one-quarter share for each outstanding share of Common Stock and Class B Stock and the adjustment to aggregate par value has been made.
The Common Stock and Class B Stock are equal, on a per share basis, in all respects except as to voting rights, conversion rights, cash dividends and stock splits or stock dividends. The Class A Common Stock is equal, on a per share basis, in all respects, to the Common Stock except as to voting rights and stock splits or stock dividends. In the case of voting rights, Common Stock is entitled to one vote per share and Class B Stock is entitled to ten votes per share, while Class A Common Stock generally has no voting rights. Common Stock and Class A Common Stock have no conversion rights. Class B Stock is convertible on a share-for-share basis into Common Stock at any time and is subject to mandatory conversion under certain circumstances.
Common Stock is entitled to cash dividends, as and when declared or paid, equal to at least 133 1/3% on a per share basis of the cash dividend paid on Class B Stock. Class A Common Stock is entitled to cash dividends on a per share basis equal to the cash dividend on Common Stock. Additionally, while shares of Common Stock, Class A Common Stock and Class B Stock are outstanding, the sum of the per share cash dividend paid on shares of Common Stock and Class A Common Stock, must be equal to at least 133 1/3% of the sum of the per share cash dividend paid on Class B Stock and Class A Common Stock. See Note 4 regarding dividend restrictions.
Shares of Common Stock, Class A Common Stock and Class B Stock are equal in respect of all rights to dividends (other than cash) and distributions in the form of stock or other property (including stock dividends and split-ups) in each case in the same ratio except in the case of a Special Stock Dividend. The Special Stock Dividend, which can be issued only once, is either a dividend of one share of Class A Common Stock for each share of Common Stock and Class B Stock outstanding or a recapitalization, in which half of each outstanding share of Common Stock and Class B Stock would be converted into a half share of Class A Common Stock.
Our Board of Directors has authorized in the aggregate the repurchase of 2,916,771 shares of the Company stock. As of July 31, 2008, 2,160,045 shares of Common Stock and 342,241 shares of Class B Stock have been repurchased under the Board approved repurchase authorizations and 146,545 shares of Common Stock by other transactions authorized by management prior to the adoption of the Board’s repurchase authorizations. The number of shares to be repurchased under Board authorizations is not affected by the stock split described above; therefore, the number of shares has not been restated.
53
NOTE 7 – STOCK-BASED COMPENSATION
On August 1, 2005, the beginning of our fiscal year 2006, we adopted SFAS No. 123 (revised 2004),Share-Based Payment (“SFAS 123-R”). This statement is a revision of SFAS No. 123,Accounting for Stock-Based Compensation and supersedes APB Opinion No. 25 (“APB 25”),Accounting for Stock Issued to Employees. SFAS 123-R requires the determination of the fair value of stock-based compensation at the grant date and the recognition in the financial statements of the related compensation expense over the appropriate vesting period. Under SFAS 123-R, we now recognize expense for stock options and restricted stock issued under our long term incentive plans. We adopted SFAS 123-R using a modified prospective application. Under this application, we are required to record compensation expense for all awards granted after the date of adoption and for the unvested portion of previously granted awards that were outstanding at the date of adoption. Accordingly, prior period amounts have not been restated.
SFAS 123-R requires that stock-based compensation be recognized over the period from the date of grant to the date when the award is no longer contingent on the employee providing additional service to the company. Certain employees are eligible for accelerated vesting in accordance with the terms of our plans if they retire with 17 years of continuous service and are at least 55 years old and their age plus years of service equals 80. Any unamortized expense is recognized immediately when the employee meets these criteria.
STOCK OPTIONS
Our 1995 Long Term Incentive Plan (“1995 Plan”) provided for grants of both incentive and non-qualified stock options at an option price per share of 100% of the fair market value of our Class A Common Stock or, if no Class A Common Stock is outstanding, our Common Stock (“Stock”) on the date of grant. Stock options were generally granted with a five-year vesting period and a 10-year term. The stock options vest 25% two years after the grant date and 25% in each of the three following anniversaries of the grant date. The 1995 Plan expired for purposes of issuing new grants on August 5, 2005. All stock issued upon option exercises under this plan were from authorized but unissued stock. All restricted stock issued was from treasury stock.
The Oil-Dri Corporation of America 2006 Long Term Incentive Plan (“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 non-employee 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 937,500. Option grants covering 25,000 shares have been issued to our outside directors with a vesting period of one year and option grants covering 32,500 shares have been issued to employees with vesting similar to the vesting described above under the 1995 Plan. 90,000 shares of restricted stock have been issued under the 2006 Plan.
The Oil-Dri Corporation of America Outside Director Stock Plan (the “Directors’ Plan”) provides for grants of stock options to directors at an option price per share of 100% of the fair market value of Common Stock on the date of grant. Our directors are considered employees under the provisions of FAS 123-R. Stock options have been granted to our directors for a 10-year term with a one year vesting period. There are 81,250 shares outstanding and no shares are available for future grants under this plan. All stock issued under the Directors’ Plan were from treasury stock.
54
NOTE 7 – STOCK-BASED COMPENSATION (CONTINUED)
| EQUITY COMPENSATION PLAN INFORMATION AS OF JULY 31, 2008 |
| | | | | | Number of |
| | | | | | securities |
| | | | | | remaining |
| | | | | | available for |
| | Number of | | | | further issuance |
| | securities to be | | | | under equity |
| | issued upon | | | | compensation |
| | exercise of | | Weighted-average | | plans (excluding |
| | outstanding | | exercise price of | | securities reflected |
| | options | | outstanding | | in column (a)) |
| | (in thousands) | | options | | (in thousands) |
| Plan category | | (a) | | (b) | | (c) |
| Equity compensation plans approved by | | | | | | |
| stockholders | | 543 | | $8.74 | | 790 |
| Equity compensation plans not approved by | | | | | | |
| stockholders Granted | | 81 | | $8.11 | | -- |
A summary of option transactions under the plans is shown below. The number of shares transacted is shown subsequent to the five-for-four stock split effected by a stock dividend paid on September 8, 2006.
| | | | | | | | Weighted | | | | |
| | | | | | | | Average | | | | |
| | | | Weighted | | Remaining | | Aggregate |
| Number of | | Average | | Contractual | | Intrinsic |
| Shares | | Exercise | | Term | | Value |
| | (in thousands) | | Price | | (Years) | | (in thousands) |
| Options outstanding at July 31, 2005 | 1,263 | | | $ | 8.48 | | | | | | | |
| Granted | 37 | | | $ | 15.01 | | | | | | | |
| Exercised | (340 | ) | | $ | 9.05 | | | | | $ | 2,100 | |
| Forfeited | (34 | ) | | $ | 6.54 | | | | | | | |
| Options outstanding at July 31, 2006 | 926 | | | $ | 8.60 | | | 5.5 | | $ | 6,800 | |
| Options vested at July 31, 2006 | 480 | | | $ | 8.27 | | | 4.1 | | $ | 3,700 | |
| Options unvested at July 31, 2006 | 446 | | | $ | 8.96 | | | | | | | |
| Granted | 20 | | | $ | 17.00 | | | | | | | |
| Exercised | (131 | ) | | $ | 8.50 | | | | | $ | 1,114 | |
| Forfeited | (29 | ) | | $ | 7.58 | | | | | | | |
| Options outstanding at July 31, 2007 | 786 | | | $ | 8.87 | | | 4.9 | | $ | 6,147 | |
| Options vested at July 31, 2007 | 487 | | | $ | 8.79 | | | 4.2 | | $ | 3,843 | |
| Options unvested at July 31, 2007 | 299 | | | $ | 8.99 | | | | | | | |
| Exercised | (152 | ) | | $ | 9.70 | | | | | $ | 1,378 | |
| Forfeited | (10 | ) | | $ | 9.33 | | | | | | | |
| Options outstanding at July 31, 2008 | 624 | | | $ | 8.66 | | | 4.4 | | $ | 5,345 | |
| Options vested at July 31, 2008 | 429 | | | $ | 8.68 | | | 4.3 | | $ | 3,661 | |
| Options unvested at July 31, 2008 | 195 | | | $ | 8.61 | | | | | | | |
The amount of cash received from the exercise of options during the fiscal year ended July 31, 2008, was approximately $2,854,000 and the related tax benefit was approximately $355,000. The amount of cash received from the exercise of options during the fiscal year ended July 31, 2007, was approximately $1,114,000 and the related tax benefit was approximately $323,000. The amount of cash received from the exercise of options during the fiscal year ended July 31, 2006, was approximately $3,100,000 and the related tax benefit was approximately $550,000.
55
NOTE 7 – STOCK-BASED COMPENSATION (CONTINUED)
OPTIONS OUTSTANDING AND EXERCISABLE
BY PRICE RANGE AS OF JULY 31, 2008
| Options Outstanding | | Options Exercisable |
| | | | | | Weighted | | | | | | | | | | | |
| | | | | | Average | | | | | | | | | | | |
| | | | | | Remaining | | Weighted | | | | | Weighted |
| Range of | | Outstanding | | Contractual Life | | Average | | Shares | | Average |
| Exercise Prices | | (in thousands) | | (Years) | | Exercise Price | | (in thousands) | | Exercise Price |
| | $3.40 - $5.10 | | 174 | | | 3.20 | | $ | 4.92 | | | 74 | | | $ | 4.92 | |
| | $5.11 - $6.80 | | 78 | | | 3.26 | | $ | 6.15 | | | 78 | | | $ | 6.15 | |
| $6.81 - $8.50 | | 28 | | | 1.69 | | $ | 7.10 | | | 28 | | | $ | 7.10 | |
| $8.51 - $10.20 | | 200 | | | 4.74 | | $ | 9.32 | | | 159 | | | $ | 9.29 | |
| $10.21 - $11.90 | | 11 | | | 1.13 | | $ | 11.65 | | | 11 | | | $ | 11.65 | |
| $11.90 - $13.60 | | 69 | | | 6.21 | | $ | 12.60 | | | 47 | | | $ | 12.73 | |
| $13.61 - $15.30 | | 32 | | | 7.51 | | $ | 14.77 | | | 26 | | | $ | 14.79 | |
| | $15.31 - $17.00 | | 32 | | | 8.05 | | $ | 16.37 | | | 6 | | | $ | 15.37 | |
| | $3.40 - $17.00 | | 624 | | | 4.40 | | $ | 8.66 | | | 429 | | | $ | 8.68 | |
A five-for-four stock split was declared by our Board on June 6, 2006, during our fiscal year 2006. In keeping with historical practices, we have adjusted the number of shares and the option prices to equitably adjust all outstanding stock options. Under FAS 123-R, the equitable adjustment of outstanding options to reflect a change in capitalization (such as a stock split) may require the recognition of incremental compensation expense if the adjustment is not determined to have been required by the actual terms of the equity incentive plan. The Director’s Plan and the 1995 Plan may be deemed to have been discretionary, rather than required by the actual terms of these plans. We recognized additional stock-based compensation expense of $399,000 in fiscal 2008 and $464,000 in fiscal 2007 relating to the modification. We will recognize approximately $93,000 expense in subsequent years.
As of July 31, 2008, we had a total of approximately $348,000 in unamortized expense associated with all outstanding stock options, including the additional compensation expense resulting from the stock split. The weighted average period over which this expense is expected to be amortized is 1.2 years. As of July 31, 2007 and July 31, 2006, we had a total of approximately $938,000 and $1,700,000, respectively, in unamortized compensation expense. The weighted average period over which this expense was expected to be amortized was 1.6 years and 2.4 years at July 31, 2007 and July 31, 2006, respectively.
The fair value of the stock options granted was estimated on the date of the grant using a Black-Scholes option valuation model that uses the assumptions noted in the following table. The components of the table are weighted averages of the assumptions for each fiscal year. The assumptions are determined on the date of the grant and grants issued on a given date are valued as a group. The risk free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The expected life (estimated period of time outstanding) of a grant is determined by reference to the vesting schedule, past exercise behavior and comparison with other reporting companies. We use the dividend rate at the date of grant as the best estimate of future dividends. Expected volatility is determined by calculating the standard deviation of our stock price for the five years immediately prior to the grant date. This period of time closely resembles the expected term. All of the options currently outstanding have a term of 10 years. All stock options issued under our plans have been issued at the closing market price on the date of grant. There were no grants in fiscal 2008.
| | 2007 | | 2006 |
| Dividend Yields | | 2.8 | % | | | 2.5 | % |
| Volatility | | 22.4 | % | | | 23.5 | % |
| Risk-free Interest Rate | | 4.6 | % | | | 4.9 | % |
| Expected Life (Years) | | 5.0 | | | | 5.4 | |
| Weighted Average Fair Value | $ | 3.47 | | | $ | 3.48 | |
| (restated for five-for-four stock dividend paid on September 8, 2006) | | | | | | | |
56
NOTE 7 – STOCK-BASED COMPENSATION (CONTINUED)
RESTRICTEDSTOCK
Our 1995 Plan and 2006 Plan both provide for grants of restricted stock. The vesting schedule under the 1995 Plan has varied, but has been three years or less. Under the 2006 Plan, the grants issued so far have vesting periods between three and five years.
A summary of option transactions under the plans is shown below. The number of shares transacted reflects the five-for-four stock split effected by a stock dividend paid on September 8, 2006.
| | | | | | | | | Weighted | | | | |
| | | | | | | | | Average | | | | |
| | | Number of | | Weighted | | Remaining | | Unamortized |
| | | Shares | | Average | | Contractual | | Expense |
| | | (in | | Grant Date | | Term | | (in |
| | | thousands) | | Fair Value | | (Years) | | thousands) |
| Unvested restricted stock outstanding at | | | | | | | | | | | | |
| July 31, 2005 | | 6 | | | $ | 14.86 | | | | | | |
| Granted | | 90 | | | $ | 15.40 | | | | | | |
| Vested | | (1 | ) | | $ | 14.86 | | | | | | |
| Unvested restricted stock outstanding at | | | | | | | | | | | | |
| July 31, 2006 | | 95 | | | $ | 15.37 | | 4.2 | | $ | 1,308 | |
| Vested | | (19 | ) | | $ | 15.32 | | | | | | |
| Unvested restricted stock outstanding at | | | | | | | | | | | | |
| July 31, 2007 | | 76 | | | $ | 15.38 | | 3.3 | | $ | 991 | |
| Vested | | (21 | ) | | $ | 15.29 | | | | | | |
| Unvested restricted stock outstanding | | | | | | | | | | | | |
| at July 31, 2008 | | 55 | | | $ | 15.42 | | 2.3 | | $ | 674 | |
NOTE 8 – EMPLOYEE BENEFIT PLANS
PENSIONPLAN
We provide 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.
POSTRETIREMENTHEALTHPLAN
We also provide a postretirement health benefit plan to domestic salaried employees who retire prior to reaching age 65 and have at least 17 years of continuous service and whose age is at least 55 and whose age plus years of service equals at least 80. Eligible employees may elect to continue their health care coverage under the Oil-Dri Corporation of America Employee Benefits Plan until they reach the age of 65.
401(K)SAVINGSPLAN
We also maintain a 401(k) savings plan under which we match a portion of employee contributions. This plan is available to essentially all domestic employees following 30 or 60 days of employment. Our contributions to this plan, and to similar plans maintained by our foreign subsidiaries, were $660,000, $585,000 and $562,000 for fiscal years 2008, 2007 and 2006, respectively.
As of July 31, 2007, we adopted SFAS No. 158,Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans (“SFAS 158”). SFAS 158 requires us to a) record a liability when the accumulated benefit obligation exceeds the fair value of plan assets and b) recognize as a component of other comprehensive income, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost. As a result of the adoption, we recorded approximately $857,000 as an increase to accumulated other comprehensive income at July 31, 2007. The Consolidated Financial Statements for fiscal 2008 and 2007 reflect the adoption of SFAS 158.
57
NOTE 8 – EMPLOYEE BENEFIT PLANS (CONTINUED)
The net periodic pension and postretirement health benefit costs for the fiscal years ended July 31 consist of the following (in thousands):
| Pension Cost | | Postretirement Health Benefit Cost |
| 2008 | | 2007 | | 2006 | | 2008 | | 2007 | | 2006 |
| Service cost | $ | 783 | | | $ | 799 | | | $ | 786 | | | $ | 64 | | $ | 65 | | $ | 73 |
| Interest cost on projected | | | | | | | | | | | | | | | | | | | | |
| benefit obligations | | 1,152 | | | | 1,087 | | | | 950 | | | | 71 | | | 64 | | | 55 |
| |
| Expected return on plan assets | | (1,385 | ) | | | (1,202 | ) | | | (942 | ) | | | -- | | | -- | | | -- |
| Amortization of: | | | | | | | | | | | | | | | | | | | | |
| Net transition (asset) | | | | | | | | | | | | | | | | | | | | |
| obligation | | (25 | ) | | | (27 | ) | | | (27 | ) | | | 16 | | | 16 | | | 16 |
| Prior service costs | | 49 | | | | 49 | | | | 50 | | | | -- | | | -- | | | -- |
| Other actuarial (gain) loss | | (15 | ) | | | -- | | | | 18 | | | | 3 | | | 5 | | | 15 |
| Adjustment | | 1 | | | | -- | | | | -- | | | | -- | | | -- | | | -- |
| Net periodic benefit cost | $ | 560 | | | $ | 706 | | | $ | 835 | | | $ | 154 | | $ | 150 | | $ | 159 |
The following tables provide a reconciliation of changes in the plans’ benefit obligations and assets’ fair values for fiscal years ending July 31 (in thousands):
| | | | | | | | | Postretirement Health |
| PensionBenefits | | Benefits |
| 2008 | | 2007 | | 2008 | | 2007 |
| Change in benefit obligation: | | | | | | | | | | | | | | | |
| Benefit obligation at beginning of year | $ | 18,250 | | | $ | 17,604 | | | $ | 1,106 | | | $ | 1,129 | |
| Service cost | | 783 | | | | 799 | | | | 64 | | | | 65 | |
| Interest cost | | 1,152 | | | | 1,087 | | | | 71 | | | | 64 | |
| Actuarial (gain) loss | | (28 | ) | | | (935 | ) | | | 214 | | | | (38 | ) |
| Benefits paid | | (735 | ) | | | (605 | ) | | | (103 | ) | | | (14 | ) |
| Benefit obligation at end of year | $ | 19,422 | | | $ | 18,250 | | | $ | 1,352 | | | $ | 1,106 | |
| |
| Change in plan assets: | | | | | | | | | | | | | | | |
| Fair value of plan assets, beginning of year | $ | 17,648 | | | $ | 15,352 | | | $ | -- | | | $ | -- | |
| Actual return on plan assets | | (34 | ) | | | 2,121 | | | | -- | | | | -- | |
| Employer contribution | | 827 | | | | 780 | | | | 103 | | | | 14 | |
| Benefits paid | | (735 | ) | | | (605 | ) | | | (103 | ) | | | (14 | ) |
| Fair value of plan assets at end of year | $ | 17,706 | | | $ | 17,648 | | | $ | -- | | | $ | -- | |
58
NOTE 8 – EMPLOYEE BENEFIT PLANS (CONTINUED)
The following table shows amounts recognized in the Consolidated Statement of Financial Position as of July 31 (in thousands):
| | | | | | | | | | Postretirement Health |
| | PensionBenefits | | Benefits |
| | 2008 | | 2007 | | 2008 | | 2007 |
| Deferred income taxes | $ | (99 | ) | | $ | (624 | ) | | $ | 173 | | | $ | 99 | |
| Other current liabilities | | -- | | | | -- | | | | (42 | ) | | | (20 | ) |
| Other noncurrent liabilities | | (1,716 | ) | | | (601 | ) | | | (1,310 | ) | | | (1,086 | ) |
| Accumulated other comprehensive income –net of tax: | | | | | | | | | | | | | | | |
| Net actuarial (gain) loss | | (275 | ) | | | (1,147 | ) | | | 223 | | | | 93 | |
| Prior service cost | | 114 | | | | 145 | | | | -- | | | | -- | |
| Net (asset) obligation at transition | | -- | | | | (16 | ) | | | 59 | | | | 68 | |
| | $ | (1,976 | ) | | $ | (2,243 | ) | | $ | (897 | ) | | $ | (846 | ) |
The following table shows amounts expected to be recognized in fiscal 2009 in accumulated other comprehensive income (in thousands):
| | | | | Postretirement |
| Amortization of: | Pension Benefits | | Health Benefits |
| Net actuarial loss | $ | -- | | $ | 14 |
| Prior service cost | | 50 | | | -- |
| Net obligation at transition | | -- | | | 16 |
| | $ | 50 | | $ | 30 |
The assumptions used in the previous calculations were as follows:
| | | | | | | | Postretirement Health |
| | Pension Benefits | | Benefits |
| | 2008 | | 2007 | | 2008 | | 2007 |
| Discount rate for net periodic benefit costs | 6.50 | % | | 6.25 | % | | 6.50 | % | | 6.25 | % |
| Discount rate for year-end obligations | 7.00 | % | | 6.50 | % | | 7.00 | % | | 6.50 | % |
| Rate of increase in compensation levels | 4.00 | % | | 4.00 | % | | -- | | | -- | |
| Long-term expected rate of return on assets | 8.00 | % | | 8.00 | % | | -- | | | -- | |
The discount rate for fiscal 2008 is the single equivalent rate that would yield the same present value as the plan’s expected cashflows discounted with spot rates on a yield curve of investment-grade corporate bonds. The yield curve is the Citigroup Pension Liability Index. In fiscal 2007, the discount rate assumption was a benchmark rate based on the Citigroup Pension Liability Index.
For fiscal 2008, the medical cost trend assumption was a graded rate starting at 10% and decreasing to an ultimate rate of 5% in 1% annual increments. For fiscal 2007, a flat medical cost trend of 6% was used which was considered approximately equivalent to a graded trend schedule of 10% decreasing to 4.5% over six years.
Our expected rate of return on plan assets is determined by our asset allocation, our historical long-term investment performance, our estimate of future long-term returns by asset class (using input from our actuaries, investment services and investment managers), and long-term inflation assumptions. Our historical actual return averaged approximately 7.8% for the 10-year period ending July 31, 2008. The actual rate of return in fiscal 2008 was approximately 0.1%. Future actual pension expense will depend on future investment performance, changes in future discount rates and various other factors related to the population of participants in our pension plans. The investment objective for the pension plan is to secure the benefit obligations to participants at a reasonable cost. The goal is to optimize the long-term return on plan assets at a moderate level of risk.
59
NOTE 8 – EMPLOYEE BENEFIT PLANS (CONTINUED)
We review the allocation of plan assets quarterly. There is no Common Stock in the pension trust fund. The targeted allocation percentages of plan assets is shown below for fiscal 2009 and as of July 31:
| | | Target fiscal | | | | | | |
| Asset Allocation | | 2009 | | 2008 | | 2007 |
| Fixed income | | 30 | % | | 30 | % | | 29 | % |
| Equity | | 70 | % | | 57 | % | | 58 | % |
| Cash and accrued income | | -- | | | 13 | % | | 13 | % |
Our pension benefit and postretirement health benefit obligations and the related effects on operations are calculated using actuarial models. Critical assumptions that are important elements of plan expense and asset/liability measurement include discount rate and expected return on assets for the pension plan and health care cost trend for the postretirement health plan. We evaluate these critical assumptions at least annually. Other assumptions involving demographic factors such as retirement age, mortality and turnover are evaluated periodically and are updated to reflect our experience. Actual results in any given year will often differ from actuarial assumptions because of economic and other factors.
The effect on postretirement health costs and accruals of a one-percentage point change in the assumed health care cost trend would have had the following effects in the fiscal year ended July 31, 2008 (in thousands):
| | One-Percentage Point | | One-Percentage Point |
| | Increase | | Decrease |
Effect on total service and interest costs
for fiscal year ended July 31, 2008 | $ | 24 | | | ($ | 20 | ) |
Effect on accumulated postretirement
benefit obligation as of July 31, 2008 | $ | 159 | | | ($ | 138 | ) |
We have funded the pension plan 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 the Employee Retirement Income Security Act of 1974 (ERISA), as amended. We contributed $827,000 and $780,000 to the pension plan during the fiscal years ended July 31, 2008 and July 31, 2007, respectively. We are not required to make a contribution to the plan in fiscal 2009; however, we expect to make a contribution to the plan sufficient to fund the annual cost. We expect to contribute about $830,000 in fiscal 2009.
The accumulated benefit obligation for the pension plan was $16,362,000 as of July 31, 2008 and $15,337,000 as of July 31, 2007.
The postretirement health plan is an unfunded plan. Our policy is to pay insurance premiums and claims from our assets.
Our estimated future benefit payments are as follows (in thousands):
| | Pension | | Postretirement |
| | Benefits | | Health Benefits |
| 2009 | $ | 678 | | $ | 42 |
| 2010 | | 684 | | | 55 |
| 2011 | | 723 | | | 81 |
| 2012 | | 777 | | | 86 |
| 2013 | | 857 | | | 78 |
| 2014-18 | | 5,323 | | | 480 |
| | $ | 9,042 | | $ | 822 |
NOTE 9 – DEFERRED COMPENSATION
In December 1995, we adopted the Oil-Dri Corporation of America Deferred Compensation Plan. This plan has permitted directors and certain management employees to defer portions of their compensation and to earn interest on the deferred amounts. During the period January 1, 1999 through September 30, 2000, participants’ returns were tied to the performance of various investment elections. After September 30, 2000, the participants’ returns have been set at our long-term cost of borrowing plus 1%. Compensation deferred since the inception of the plan has been accrued as well as earnings thereon. Participants have deferred $457,000, $322,000 and $304,000 into these plans in fiscal years 2008, 2007 and 2006, respectively. We recorded $698,000 in expense associated with these plans in fiscal 2008. Payments to participants were $238,000 in fiscal 2008 and the total liability recorded for deferred compensation is $5,279,000 at July 31, 2008.
60
NOTE 9 – DEFERRED COMPENSATION (CONTINUED)
Effective April 1, 2003, we adopted the Oil-Dri Corporation of America Supplemental Executive Retirement Plan (“SERP”). The purpose of the Plan is to provide certain retired participants in the Oil-Dri Corporation of America Pension Plan (“Retirement Plan”) with the amount of benefits that would have been provided under the Retirement 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 Retirement Plan imposed by Section 401(a)(17) of the Code. We recorded $23,000 in expense associated with this plan in the fiscal year ended July 31, 2008. The plan is unfunded and we will fund benefits when payments are made. The total liability recorded for the SERP is $269,000 at July 31, 2008.
The Oil-Dri Corporation of America Annual Incentive Plan, as amended effective January 1, 2008, provides certain executives to receive a deferred executive bonus award if certain financial goals are met. A total of $374,000 and $492,000 were awarded for the fiscal years ended July 31, 2008 and 2007, respectively, to certain executives under the provisions of the plan. These awards will vest over a three year vesting period and accrue interest at our long-term cost of borrowing plus 1%.
NOTE 10 – COMMITMENTS AND CONTINGENCIES
We are party to various legal actions from time to time that are ordinary in nature and incidental to the operation of our business. 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 or financial condition.
NOTE 11 – LEASES
Our mining operations are conducted on leased or owned property. These leases generally provide us with the right to mine as long as we continue to pay a minimum monthly rental, which is applied against the per ton royalty when the property is mined.
We lease certain offices and production facilities. Please see Item 2 “Properties” for further details.
In addition, we lease vehicles, railcars, mining property and equipment, warehouse space, data processing equipment, and office equipment. In most cases, we expect that, in the normal course of business, leases will be renewed or replaced by other leases.
The following is a schedule by year of future minimum rental requirements under operating leases that have initial or remaining noncancelable lease terms in excess of one year as of July 31, 2008:
| | | (in thousands) |
| 2009 | | $ | 2,205 | |
| 2010 | | | 2,003 | |
| 2011 | | | 1,634 | |
| 2012 | | | 1,068 | |
| 2013 | | | 762 | |
| Later years | | | | 3,787 | |
| | | | $ | 11,459 | |
61
NOTE 11 – LEASES (CONTINUED)
The following schedule shows the composition of total rental expense for all operating leases, including those with terms of one month or less which were not renewed, as of the years ended July 31:
| 2008 | | 2007 | | 2006 |
| (in thousands) |
| Vehicles and Railcars | $ | 1,011 | | $ | 1,206 | | $ | 994 |
| Office facilities | | 750 | | | 676 | | | 673 |
| Warehouse facilities | | 142 | | | 142 | | | 142 |
| Mining properties | | | | | | | | |
| Minimum | | 215 | | | 131 | | | 104 |
| Contingent | | 370 | | | 578 | | | 620 |
| Other | | 505 | | | 832 | | | 760 |
| $ | 2,993 | | $ | 3,565 | | $ | 3,293 |
Contingent mining royalty payments are determined based on the tons of raw clay mined.
NOTE 12 – OTHER CASH FLOW INFORMATION
Cash payments for interest and income taxes were as follows:
| 2008 | | 2007 | | 2006 |
| (in thousands) |
| Interest | $ | 1,861 | | $ | 2,164 | | $ | 1,756 |
| Income taxes | $ | 2,902 | | $ | 2,559 | | $ | 1,250 |
NOTE 13 – DERIVATIVE INSTRUMENTS
In 1998, we entered into two interest rate swap agreements. The notional amount of these agreements is $22,000,000 at July 31, 2008 and at July 31, 2007. The swap agreements terminate on May 1, 2013. Changes in the fair value of the derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the type of hedge transaction. These derivatives do not qualify for hedge accounting and accordingly, we have recorded these derivative instruments and the associated assets or liabilities at their fair values with the related gains or losses recorded as other income or expense in the Consolidated Statements of Operations. We recognized additional interest expense of $7,000, $12,000 and $13,000 in fiscal years 2008, 2007 and 2006, respectively, as a result of these contracts.
We have contracted for a portion of our fuel needs for fiscal 2009 using forward purchase contracts. These contracts were entered into during the normal course of business and no contracts were entered into for speculative purposes; therefore, these contracts are not required to be accounted for as derivative instruments or to be recorded on the balance sheet. The notional amount of these agreements is $8,883,000 at July 31, 2008.
62
NOTE 14 – SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
A summary of selected information for 2008 and 2007 is as follows:
| Fiscal 2008 Quarter Ended |
| October 31 | | January 31 | | April 30 | | July 31 | | Total |
| (in thousands except per share amounts) |
| Net Sales | $ | 55,285 | | $ | 58,026 | | $ | 59,543 | | $ | 59,505 | | $ | 232,359 |
| Gross Profit | $ | 12,430 | | $ | 11,348 | | $ | 11,057 | | $ | 11,235 | | $ | 46,070 |
| Net Income | $ | 2,484 | | $ | 2,089 | | $ | 2,013 | | $ | 2,453 | | $ | 9,039 |
| Net Income Per Share | | | | | | | | | | | | | | |
| Basic Common | $ | 0.38 | | $ | 0.32 | | $ | 0.30 | | $ | 0.37 | | $ | 1.38 |
| Basic Class B Common | $ | 0.31 | | $ | 0.26 | | $ | 0.25 | | $ | 0.30 | | $ | 1.11 |
| Diluted | $ | 0.35 | | $ | 0.29 | | $ | 0.28 | | $ | 0.34 | | $ | 1.25 |
| Dividends Per Share | | | | | | | | | | | | | | |
| Common | $ | 0.1300 | | $ | 0.1300 | | $ | 0.1300 | | $ | 0.1400 | | $ | 0.5300 |
| Class B | $ | 0.0975 | | $ | 0.0975 | | $ | 0.0975 | | $ | 0.1050 | | $ | 0.3975 |
| Common Stock Price Range: | | | | | | | | | | | | | | |
| High | $ | 20.25 | | $ | 23.60 | | $ | 20.74 | | $ | 20.70 | | | |
| Low | $ | 15.00 | | $ | 18.80 | | $ | 17.00 | | $ | 14.95 | | | |
| Fiscal 2007 Quarter Ended |
| October 31 | | January 31 | | April 30 | | July 31 | | Total |
| (in thousands except per share amounts) |
| Net Sales | $ | 52,129 | | $ | 52,873 | | $ | 52,956 | | $ | 54,159 | | $ | 212,117 |
| Gross Profit | $ | 10,663 | | $ | 11,497 | | $ | 11,539 | | $ | 12,001 | | $ | 45,700 |
| Net Income | $ | 1,647 | | $ | 1,963 | | $ | 1,999 | | $ | 2,051 | | $ | 7,660 |
| Net Income Per Share | | | | | | | | | | | | | | |
| Basic Common | $ | 0.27 | | $ | 0.32 | | $ | 0.32 | | $ | 0.32 | | $ | 1.22 |
| Basic Class B Common | $ | 0.20 | | $ | 0.23 | | $ | 0.24 | | $ | 0.24 | | $ | 0.90 |
| Diluted | $ | 0.24 | | $ | 0.28 | | $ | 0.28 | | $ | 0.29 | | $ | 1.09 |
| Dividends Per Share | | | | | | | | | | | | | | |
| Common | $ | 0.1200 | | $ | 0.1200 | | $ | 0.1200 | | $ | 0.1300 | | $ | 0.4900 |
| Class B | $ | 0.0900 | | $ | 0.0900 | | $ | 0.0900 | | $ | 0.0975 | | $ | 0.3675 |
| Common Stock Price Range: | | | | | | | | | | | | | | |
| High | $ | 16.19 | | $ | 18.25 | | $ | 18.83 | | $ | 18.57 | | | |
| Low | $ | 12.83 | | $ | 15.32 | | $ | 15.79 | | $ | 16.31 | | | |
63
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15f. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework inInternal Control - Integrated Framework issued by the Committee Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment, our management concluded that our internal control over financial reporting was effective as of July 31, 2008.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our internal controls over financial reporting as of July 31, 2008 have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears on the next page of this Annual Report on Form 10-K.
64
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To Board of Directors and Stockholders of Oil-Dri Corporation of America:
In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Oil-Dri Corporation of America and its subsidiaries at July 31, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended July 31, 2008 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of July 31, 2008, based on criteria established inInternal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedules, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our audits (which were integrated audits in 2008 and 2007). We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Chicago, Illinois
October 10, 2008
ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
65
PART III
ITEM 9A – CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Management conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Form 10-K. The controls evaluation was conducted under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based upon the controls evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the SEC, and that material information relating to us and our consolidated subsidiaries is made known to management, including the CEO and CFO, during the period when our periodic reports are being prepared.
Management’s Report on Internal Control Over Financial Reporting
Management’s Report on Internal Control Over Financial Reporting is set forth in Part II, Item 8 of this Annual Report on Form 10-K.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including the CEO and CFO, do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.
ITEM 9B – OTHER INFORMATION
None.
66
ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this Item (except as set forth below) is contained in Oil-Dri’s Proxy Statement for its 2008 annual meeting of stockholders (“Proxy Statement”) under the captions “1. Election of Directors,” “Executive Officers,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Director Nominations,” “Audit Committee” and “Corporate Governance Matters” and is incorporated herein by this reference.
The Company has adopted a Code of Ethics and Business Conduct (the “Code”) which applies to all of its directors, officers (including the Company’s Chief Executive Officer and senior financial officers) and employees. The Code imposes significant responsibilities on the Chief Executive Officer and the senior financial officers of the Company. The Code, the Company’s Corporate Governance Guidelines and the charter of its Audit Committee may be viewed on the Company’s website,www.oildri.com and are available in print to any person upon request to Investor Relations, Oil-Dri Corporation of America, 410 North Michigan Avenue, Suite 400, Chicago, Illinois 60611-4213, telephone (312) 706-3232. Any amendment to, or waiver of, a provision of the Code which applies to the Company’s Chief Executive Officer or senior financial officers and relates to the elements of a “code of ethics” as defined by the Securities and Exchange Commission will also be posted on the Company’s website. As allowed by the controlled company exemption to certain New York Stock Exchange rules, the Company does not have a nominating/corporate governance committee and its compensation committee does not have a charter.
On December 18, 2007, we filed with the New York Stock Exchange, or NYSE, the Annual CEO Certification regarding our compliance with the NYSE corporate governance listing standards as required by Section 303A.12(a) of the NYSE Listed Company Manual. In addition, we have filed as exhibits to this Annual Report the applicable certifications of our Chief Executive Officer and our Chief Financial Officer required under Section 302 of the Sarbanes-Oxley Act of 2002, regarding the quality of our public disclosures.
ITEM 11 – EXECUTIVE COMPENSATION
The information required by this Item is contained in Oil-Dri’s Proxy Statement under the captions “Executive Compensation,” “Report of the Compensation Committee of the Board of Directors,” “Compensation of Directors,” “Compensation Committee” and “Compensation Committee Interlocks and Insider Participation” and is incorporated herein by this reference.
ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this Item is contained in Oil-Dri’s Proxy Statement under the captions “Principal Stockholders.” “Security Ownership of Management” and “Equity Compensation Plans” and is incorporated herein by this reference.
ITEM 13 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by this Item is contained in Oil-Dri’s Proxy Statement under the captions “Certain Relationships and Related Transactions” and “Director Independence” and is incorporated herein by this reference.
ITEM 14 – PRINCIPAL ACCOUNTANTS FEES AND SERVICES
The information required by this Item is contained in Oil-Dri’s Proxy Statement under the caption “Auditor Fees” and is incorporated herein by this reference.
67
PART IV
ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
| | (a)(1) | | The following consolidated financial statements are contained herein. |
| | | |
| | | Consolidated Balance Sheets as of July 31, 2008 and July 31, 2007. |
| | | |
| | | Consolidated Statements of Operations for the fiscal years ended July 31, 2008, July 31, 2007 and July 31, 2006. |
| | | |
| | | Consolidated Statements of Stockholders Equity for the fiscal years ended July 31, 2008, July 31, 2007 and July 31, 2006. |
| | | |
| | | Consolidated Statements of Cash Flows for the fiscal years ended July 31, 2008, July 31, 2007 and July 31, 2006. |
| | | | |
| | | Notes to Consolidated Financial Statements. |
| | | |
| | | Report of Independent Registered Public Accounting Firm. |
| | | |
| (a)(2) | | The following financial statement schedule is contained herein: |
| | | |
| | | Schedule to Financial Statements, as follows: |
| | | |
| | | Schedule II - Valuation and Qualifying Accounts, years ended July 31, 2008, July 31, 2007 and July 31, 2006. |
| | | |
| | | All other schedules are omitted because they are inapplicable, not required under the instructions or the information is included in the consolidated financial statements or notes thereto. |
| | | |
| (a)(3) | | The following documents are exhibits to this Report: |
| Exhibit No. | | Description | | SEC Document Reference |
| 3.1 | | Certificate of Incorporation of Oil-Dri, as amended. | | Incorporated by reference to Exhibit 4.1 to Oil-Dri’s Registration Statement on Form S-8 (Registration No. 333-57625), filed on June 24, 1998. |
| | | | |
| 3.2 | | By-Laws of Oil-Dri Corporation of America, as Amended and Restated on December 5, 2006. | | Incorporated by reference to Exhibit 3.1 to Oil-Dri’s (file No. 001-12622) Current Report on Form 8-K filed on December 11, 2006. |
| | | | |
| 4.1 | | Letter of Credit Agreement, dated as of October 1, 1988 between Harris Trust and Savings Bank and Blue Mountain Production Company in the amount of $2,634,590 in connection with the issuance by Town of Blue Mountain, Mississippi of Variable/Fixed Rate Industrial Development Revenue Bonds, Series 1988 B (Blue Mountain Production Company Project) in the aggregate principal amount of $2,500,000 and related Indenture of Trust, Lease Agreement, Remarketing Agreement and Guaranties. | | Debt instruments under which the total amount authorized does not exceed 10 percent of our total consolidated assets. Pursuant to paragraph 4(iii)(A) of Item 601(b) of Regulation S-K, Oil-Dri agrees to furnish these agreements upon the request of the Commission. |
68
| Exhibit No. | | Description | | SEC Document Reference |
| 10.1 | | Memorandum of Agreement #1450 “Fresh Step“™dated as of March 12, 2001 between A&M Products Manufacturing Company and Oil-Dri (confidential treatment of certain portions of this exhibit has been granted). | | Incorporated by reference to Exhibit 10(s) to Oil-Dri’s (File No. 001-12622) Current Report on Form 8-K filed on May 1, 2001. |
| | | | |
| 10.2 | | First Amendment, dated as of December 13, 2002, to Memorandum of Agreement #1450 “Fresh Step”™dated as of March 12, 2001. | | Incorporated by reference to Exhibit 10.2 to Oil-Dri’s (File No. 001-12622) Annual Report on Form 10-K for the fiscal year ended July 31, 2007. |
| | | | |
| 10.3 | | Second Amendment, dated as of October 15, 2007, to Memorandum of Agreement #1450 “Fresh Step”™dated as of March 12, 2001. | | Incorporated by reference to Exhibit 10.1 to Oil-Dri’s (File No. 001-12622) Quarterly Report on Form 10-Q for the quarter ended April 30, 2008. |
| | | | |
| 10.4 | | Exclusive Supply Agreement dated May 19, 1999 between Church & Dwight Co., Inc. and Oil-Dri (confidential treatment of certain portions of this exhibit has been granted). | | Incorporated by reference to Exhibit (10)(r) to Oil-Dri’s (File No. 001-12622) Annual Report on Form 10-K for the fiscal year ended July 31, 1999. |
| | | | |
| 10.5 | | $25,000,000 Note Purchase Agreement dated as of April 15, 1998 between Oil-Dri and Teachers Insurance and Annuity Association of America and Cigna Investments, Inc. | | Incorporated by reference to Exhibit (10)(m) to Oil-Dri’s (File No. 001-12622) Quarterly Report on Form 10-Q for the quarter ended April 30, 1998. |
| | | | |
| 10.6 | | First Amendment, dated as of January 15, 2001 to the Note Purchase Agreement dated as of April 15, 1998. | | Incorporated by reference to Exhibit (10)(m)(5) to Oil-Dri’s (File No. 001-12622) Quarterly Report on Form 10-Q for the quarter ended January 31, 2001. |
| | | | |
| 10.7 | | Second Amendment, dated as of July 15, 2002 to Note Purchase Agreement dated as of April 15, 1998. | | Incorporated by reference to Exhibit 10(m)(6) to Oil-Dri’s (File No. 001-12622) Annual Report on Form 10-K for the fiscal year ended July 31, 2002. |
| | | | |
| 10.8 | | Third Amendment, dated as of January 27, 2006 to Note Purchase Agreement dated as of April 15, 1998. | | Incorporated by reference to Exhibit 10.2 to Oil-Dri’s (File No. 001-12622) Current Report on Form 8-K filed on February 1, 2006. |
| | | | |
| 10.9 | | $15,000,000 Credit Agreement, dated January 27, 2006 among the Company, certain subsidiaries of the Company and Harris N.A. | | Incorporated by reference to Exhibit 10.1 to Oil-Dri’s (File No. 001-12622) Current Report on Form 8-K filed on February 1, 2006. |
| | | | |
| 10.10 | | $15,000,000 Note Agreement dated as of December 16, 2005 among the Company, The Prudential Insurance Company of America and Prudential Retirement Insurance and Annuity Company. | | Incorporated by reference to Exhibit 10.1 to Oil-Dri’s (File No. 001-12622) Current Report on Form 8-K filed on December 22, 2005. |
| | | | |
| 10.11 | | First Amendment, dated as of July 12, 2006 to Note Agreement dated as of December 16, 2005. | | Incorporated by reference to Exhibit 10.9 to Oil-Dri’s (File No. 001-12622) Annual Report on Form 10-K for the fiscal year ended July 31, 2006. |
| | | | |
| 10.12 | | Description of 1987 Executive Deferred Compensation Program.* | | Incorporated by reference to Exhibit (10)(f) to Oil-Dri’s (File No. 001-12622) Annual Report on Form 10-K for the fiscal year ended July 31, 1988. |
| | | | |
| 10.13 | | Salary Continuation Agreement dated August 1, l989 between Richard M. Jaffee and Oil-Dri (“1989 Agreement”).* | | Incorporated by reference to Exhibit (10)(g) to Oil-Dri’s (File No. 001-12622) Annual Report on Form 10-K for the fiscal year ended July 31, 1989. |
69
| Exhibit No. | | Description | | SEC Document Reference |
| 10.14 | | Extension and Amendment, dated October 9, 1998, to the 1989 Agreement.* | | Incorporated by reference to Exhibit 10.12 to Oil-Dri’s (File No. 001-12622) Annual Report on Form 10-K for the fiscal year ended July 31, 2006. |
| | | | |
| 10.15 | | Second Amendment, effective October 31, 2000, to the 1989 Agreement.* | | Incorporated by reference to Exhibit 99.1 to Oil-Dri’s (File No. 001-12622) Current Report on Form 8-K filed on November 13, 2000. |
| | | | |
| 10.16 | | Third Amendment, dated as of January 31, 2006, to the 1989 Agreement.* | | Incorporated by reference to Exhibit 10.1 to Oil-Dri’s (File No. 001-12622) Current Report on Form 8-K filed on February 13, 2006. |
| | | | |
| 10.17 | | Oil-Dri Corporation of America Deferred Compensation Plan, as amended and restated effective April 1, 2003.* | | Incorporated by reference to Exhibit (10)(j)(1) to Oil-Dri’s (File No. 001-12622) Quarterly Report on Form 10-Q for the quarter ended April 30, 2003. |
| | | | |
| 10.18 | | First Amendment, effective as of January 1, 2007, to Oil-Dri Corporation of America Deferred Compensation Plan, as amended and restated effective April 1, 2003.* | | Incorporated by reference to Exhibit 10.1 to Oil-Dri’s (File No. 001-12622) Quarterly Report on Form 10-Q for the quarter ended January 31, 2008 |
| | | | |
| 10.19 | | Second Amendment, effective as of January 1, 2008, to Oil-Dri Corporation of America Deferred Compensation Plan, as amended and restated effective April 1, 2003.* | | Incorporated by reference to Exhibit 10.1 to Oil-Dri’s (File No. 001-12622) Quarterly Report on Form 10-Q for the quarter ended January 31, 2008 |
| | | | |
| 10.20 | | Oil-Dri Corporation of America 1995 Long Term Incentive Plan as amended and restated effective June 9, 2000.* | | Incorporated by reference to Exhibit (10)(k) to Oil-Dri’s (File No. 001-12622) Annual Report on Form 10-K for the fiscal year ended July 31, 2000. |
| | | | |
| 10.21 | | Supplemental Executive Retirement Plan dated April 1, 2003.* | | Incorporated by reference to Exhibit (10)(1) to Oil-Dri’s (File No. 001-12622) Quarterly Report on Form 10-Q for the quarter ended April 30, 2003. |
| | | | |
| 10.22 | | Oil-Dri Corporation of America Outside Director Stock Plan as amended and restated effective October 16, 1999.* | | Incorporated by reference to Exhibit (10)(n) to Oil-Dri’s (File No. 001-12622) Annual Report on Form 10-K for the fiscal year ended July 31, 2000. |
| | | | |
| 10.23 | | Oil-Dri Corporation of America Annual Incentive Plan (as amended and restated effective January 1, 2008).* | | Incorporated by reference to Exhibit 10.4 to Oil-Dri’s (File No. 001-12622) Quarterly Report on Form 10-Q for the quarter ended January 31, 2008. |
| | | | |
| 10.24 | | Restricted Stock Agreement, dated as of March 14, 2006, between Oil-Dri Corporation of America and Daniel S. Jaffee.* | | Incorporated by reference to Exhibit 10.3 to Oil-Dri’s (File No. 001-12622) Current Report on Form 8-K filed on March 20, 2006. |
| | | | |
| 10.25 | | Oil-Dri Corporation of America 2005 Deferred Compensation Plan (as amended and restated effective January 1, 2008)* | | Incorporated by reference to Exhibit 10.3 to Oil-Dri’s (File No. 001-12622) Quarterly Report on Form 10-Q for the quarter ended January 31, 2008. |
| | | | |
| 10.26 | | Oil-Dri Corporation of America 2006 Long-Term Incentive Plan (as amended and restated effective July 28, 2006)* | | Incorporated by reference to Appendix A to Oil-Dri’s (File No. 001-12622) Definitive Proxy Statement on Schedule 14A filed on November 3, 2006. |
70
| Exhibit No. | | Description | | SEC Document Reference |
| 10.27 | | First Amendment, effective as of January 1, 2008, to Oil-Dri Corporation of America 2006 Long Term Incentive Plan (as amended and restated effective July 28, 2006)* | | Incorporated by reference to Exhibit 10.5 to Oil-Dri’s (File No. 001-12622) Quarterly Report on Form 10-Q for the quarter ended January 31, 2008. |
| | | | |
| 10.28 | | Form of Oil-Dri Corporation of America 2006 Long-Term Incentive Plan Employee Stock Option Agreement for Class A Common Stock.* | | Incorporated by reference to Exhibit 10.2 to Oil-Dri’s (file No. 001-12622) Current Report on Form 8-K filed on December 11, 2006. |
| | | | |
| 10.29 | | Form of Oil-Dri Corporation of America 2006 Long-Term Incentive Plan Employee Stock Option Agreement for Common Stock.* | | Incorporated by reference to Exhibit 10.3 to Oil-Dri’s (file No. 001-12622) Current Report on Form 8-K filed on December 11, 2006. |
| | | | |
| 10.30 | | Form of Oil-Dri Corporation of America 2006 Long-Term Incentive Plan Employee Stock Option Agreement for Class B Stock.* | | Incorporated by reference to Exhibit 10.4 to Oil-Dri’s (file No. 001-12622) Current Report on Form 8-K filed on December 11, 2006. |
| | | | |
| 10.31 | | Form of Oil-Dri Corporation of America 2006 Long-Term Incentive Plan Director Stock Option Agreement for Common Stock.* | | Incorporated by reference to Exhibit 10.5 to Oil-Dri’s (file No. 001-12622) Current Report on Form 8-K filed on December 11, 2006. |
| | | | |
| 10.32 | | Form of Oil-Dri Corporation of America 2006 Long-Term Incentive Plan Restricted Stock Agreement for Class A Common Stock.* | | Incorporated by reference to Exhibit 10.6 to Oil-Dri’s (file No. 001-12622) Current Report on Form 8-K filed on December 11, 2006. |
| | | | |
| 10.33 | | Form of Oil-Dri Corporation of America 2006 Long-Term Incentive Plan Restricted Stock Agreement for Common Stock.* | | Incorporated by reference to Exhibit 10.7 to Oil-Dri’s (file No. 001-12622) Current Report on Form 8-K filed on December 11, 2006. |
| | | | |
| 10.34 | | Form of Oil-Dri Corporation of America 2006 Long-Term Incentive Plan Restricted Stock Agreement for Class B Stock.* | | Incorporated by reference to Exhibit 10.8 to Oil-Dri’s (file No. 001-12622) Current Report on Form 8-K filed on December 11, 2006. |
| | | | |
| 11.1 | | Statement re: Computation of Income per Share. | | Filed herewith. |
| | | | |
| 14.1 | | Code of Ethics | | Available at Oil-Dri’s websitewww.oildri.com or in print upon request to Investor Relations, Oil-Dri Corporation of America, 410 North Michigan Avenue, Suite 400, Chicago, IL 60611-4213, telephone (312) 706-3232. |
| | | | |
| 21.1 | | Subsidiaries of Oil-Dri. | | Filed herewith. |
| | | | |
| 23.1 | | Consent of PricewaterhouseCoopers LLP. | | Filed herewith. |
| | | | |
| 31.1 | | Certifications pursuant to Rule 13a – 14(a). | | Filed herewith. |
| | | | |
| 32.1 | | Certifications pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002. | | Furnished herewith. |
| * | | Management contract or compensatory plan or arrangement. |
71
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Oil-Dri has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | OIL-DRI CORPORATION OF AMERICA |
| (Registrant) |
| |
| By | /s/ Daniel S. Jaffee |
| | Daniel S. Jaffee |
| | President and Chief Executive Officer, Director |
Dated: October 10, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Oil-Dri and in the capacities and on the dates indicated:
| /s/ Richard M. Jaffee | | October 10, 2008 |
| Richard M. Jaffee | | |
| Chairman of the Board of Directors | | |
| |
| /s/ Daniel S. Jaffee | | October 10, 2008 |
| Daniel S. Jaffee | | |
| President and Chief Executive Officer, Director | | |
| (Principal Executive Officer) | | |
| |
| /s/ Andrew N. Peterson | | October 10, 2008 |
| Andrew N. Peterson | | |
| Vice President and Chief Financial Officer | | |
| (Principal Financial Officer) | | |
| |
| /s/ Daniel T. Smith | | October 10, 2008 |
| Daniel T. Smith | | |
| Vice President and Controller | | |
| (Principal Accounting Officer) | | |
| |
| /s/ J. Steven Cole | | October 10, 2008 |
| J. Steven Cole | | |
| Director | | |
| |
| /s/ Arnold W. Donald | | October 10, 2008 |
| Arnold W. Donald | | |
| Director | | |
| |
| /s/ Joseph C. Miller | | October 10, 2008 |
| Joseph C. Miller | | |
| Vice Chairman of the Board of Directors | | |
72
| /s/ Michael A. Nemeroff | | October 10, 2008 |
| Michael A. Nemeroff | | |
| Director | | |
| |
| /s/ Allan H. Selig | | October 10, 2008 |
| Allan H. Selig | | |
| Director | | |
| |
| /s/ Paul E. Suckow | | October 10, 2008 |
| Paul E. Suckow | | |
| Director | | |
73
SCHEDULE II
OIL-DRI CORPORATION OF AMERICA AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
| | | | Year Ended July 31 |
| | | | 2008 | | 2007 | | 2006 |
| | | | (in thousands) |
| | Allowance for doubtful accounts: | | | | | | | | | |
| | Beginning balance | | $ | 569 | | $ | 567 | | $ | 609 |
| | Additions charged to expense | | | 89 | | | 323 | | | 127 |
| | Deductions* | | | 44 | | | 321 | | | 169 |
| | Balance at end of year | | $ | 614 | | $ | 569 | | $ | 567 |
| |
| * | | Net of recoveries. | | | | | | | | | |
| |
| | Valuation reserve for income taxes: | | | | | | | | | |
| | Beginning balance | | $ | 1,900 | | $ | 1,831 | | $ | 1,784 |
| | Additions (Deductions) charged to expense | | | 562 | | | 69 | | | 47 |
| | Balance at end of year | | $ | 2,462 | | $ | 1,900 | | $ | 1,831 |
74
| EXHIBITS |
| |
| EXHIBIT | | |
| NUMBER | | |
| | | |
| 11.1 | | Statement Re: Computation of per share earnings |
| | | |
| 21.1 | | Subsidiaries of Oil-Dri |
| | | |
| 23.1 | | Consent of PricewaterhouseCoopers LLP |
| | | |
| 31.1 | | Certifications by Daniel S. Jaffee, President and Chief Executive Officer, and Andrew N. Peterson, Chief Financial Officer, required by Rule 13a-14(a) |
| | | |
| 32.1 | | Certifications pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002 |
| |
| Note: | | Stockholders may receive copies of the above listed exhibits, without fee, by written request to Investor Relations, Oil-Dri Corporation of America, 410 North Michigan Avenue, Suite 400, Chicago, Illinois 60611-4213. |
| | | |
| | | |
75
