CONFORMED COPY
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Ended April 30, 1997 Commission File Number 0-8675
OIL-DRI CORPORATION OF AMERICA
(Exact name of registrant as specified in its charter)
DELAWARE 36-2048898
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
410 North Michigan Avenue
Chicago, Illinois 60611
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 321-1515
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
at least the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the period covered by this report.
Common Stock - 5,218,755 Shares (Including 736,952 Treasury Shares)
Class B Stock - 2,016,763 Shares
1
<PAGE>
<TABLE>
<CAPTION>
OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
---------------------------------
April 30 July 31
1997 1996
---------------------------------
ASSETS
CURRENT ASSETS
<S> <C> <C>
Cash and Cash Equivalents $10,749,234 $10,113,544
Investment Securities, at Cost 1,509,000 1,594,000
Accounts Receivable 19,194,119 20,666,623
Allowance for Doubtful Accounts (272,482) (225,970)
Inventories 10,391,103 11,737,068
Prepaid Expenses and Taxes 5,251,942 4,325,061
Total Current Assets 46,822,916 48,210,326
PROPERTY, PLANT AND EQUIPMENT - AT COST
<S> <C> <C>
Cost 114,242,453 112,943,046
Less Accumulated Depreciation and (57,852,076) (54,730,624)
Amortization
Total Property, Plant
and Equipment, Net 56,390,377 58,212,422
OTHER ASSETS
<S> <C> <C>
Goodwill (Net of Accumulated Amortization) 4,073,481 4,172,526
Deferred Income Taxes 2,287,405 2,264,291
Other 5,109,618 4,833,303
Total Other Assets 11,470,504 11,270,120
TOTAL ASSETS $114,683,797 $117,692,868
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
3
<PAGE>
<TABLE>
<CAPTION>
OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
Consolidated Balance Sheets
(Unaudited)
---------------------------------
April 30 July 31
1997 1996
---------------------------------
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
<S> <C> <C>
Current Maturities of Notes Payable $1,926,000 $1,626,762
Accounts Payable - Trade 3,628,339 5,338,787
Dividends Payable 479,550 519,610
Accrued Expenses 10,197,815 10,326,518
Total Current Liabilities 16,231,704 17,811,677
NONCURRENT LIABILITIES
<S> <C> <C>
Notes Payable 17,052,000 18,978,000
Deferred Compensation 2,375,738 2,253,313
Other 1,650,529 1,420,382
Total Noncurrent Liabilities 21,078,267 22,651,695
Total Liabilities 37,309,971 40,463,372
STOCKHOLDERS' EQUITY
<S> <C> <C>
Common Stock 723,552 723,552
Paid-In Capital in Excess of Par Value 7,670,818 7,660,600
Retained Earnings 81,278,907 77,385,514
Cumulative Translation Adjustment ( 974,126) ( 1,018,416)
88,699,151 84,751,250
Less Treasury Stock, At Cost (11,325,325) ( 7,521,754)
Total Stockholders' Equity 77,373,826 77,229,496
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $114,683,797 $117,692,868
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
4
<PAGE>
<TABLE>
<CAPTION>
OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
Consolidated Statements of Income and Retained Earnings
Nine Months Ended April 30
(Unaudited)
------------------------------
1997 1996
------------------------------
<S> <C> <C>
Net Sales $119,319,414 $117,532,387
Cost Of Sales 83,328,206 82,398,383
Gross Profit 35,991,208 35,134,004
Selling, General And Administrative Expenses 27,371,950 30,803,160
Operating Income 8,619,258 4,330,844
OTHER INCOME (EXPENSE)
<S> <C> <C>
Interest Expense ( 1,349,511) ( 1,444,322)
Interest Income 456,178 429,950
Foreign Exchange Gain (Loss) 8,385 ( 4,231)
Other, Net ( 240,278) 289,345
( 1,125,226) ( 729,258)
<S> <C> <C>
Income Before Income Taxes 7,494,032 3,601,586
Income Taxes 2,135,799 1,041,590
Net Income 5,358,233 2,559,996
RETAINED EARNINGS
<S> <C> <C>
Balance at Beginning of Year 77,385,514 76,033,462
Less Cash Dividends Declared 1,464,840 1,529,235
<S> <C> <C> <C>
Retained Earnings - April 30 $ 81,278,907 $ 77,064,223
Average Shares Outstanding 6,644,428 6,818,940
Net Income Per Share $0.81 $0.38
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
5
<PAGE>
<TABLE>
<CAPTION>
OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
Consolidated Statements of Income and Retained Earnings
Three Months Ended April 30
(Unaudited)
----------------------------
1997 1996
----------------------------
<S> <C> <C>
Net Sales $36,002,060 $36,427,141
Cost Of Sales 25,937,585 25,274,538
Gross Profit 10,064,475 11,152,603
Selling, General And Administrative Expenses 8,047,324 9,957,996
Operating Income 2,017,151 1,194,607
OTHER INCOME (EXPENSE)
<S> <C> <C> <C> <C>
Interest Expense ( 432,766) ( 473,794)
Interest Income 155,328 155,817
Foreign Exchange Gain (Loss) 4,205 ( 3,361)
Other, Net ( 115,684) 101,621
( 388,917) ( 219,717)
<S> <C> <C>
Income Before Income Taxes 1,628,234 974,890
Income Taxes 464,047 304,968
Net Income $ 1,164,187 $ 669,922
<S> <C> <C>
Average Shares Outstanding 6,582,374 6,803,484
Net Income Per Share $ 0.18 $ 0.10
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
6
<PAGE>
<TABLE>
<CAPTION>
OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
Consolidated Statements of Cash Flows
For the Nine Months Ended April 30
(Unaudited)
-----------------------------
1997 1996
-----------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
<S> <C> <C>
Net Income $5,358,233 $2,559,996
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization 5,669,517 5,982,566
Provision for bad debts 25,000 156,752
(Increase) Decrease in:
Accounts Receivable 1,494,016 475,912
Inventories 1,345,965 ( 1,261,217)
Prepaid Expenses and Taxes ( 944,031) ( 594,242)
Other Assets ( 308,329) ( 656,549)
Increase (Decrease) in:
Accounts Payable (1,710,447) ( 785,376)
Accrued Expenses ( 128,720) 802,116
Deferred Compensation 122,425 208,775
Other 230,146 541,655
Total Adjustments 5,795,542 4,870,392
Net Cash Provided by Operating Activities 11,153,775 7,430,388
CASH FLOWS FROM INVESTING ACTIVITIES
<S> <C> <C>
Capital Expenditures ( 4,141,302) ( 4,394,927)
Proceeds from disposition of property, plant and
equipment 555,232 -
Purchases of Investment Securities ( 315,000) ( 106,000)
Dispositions of Investment Securities 400,000 907,270
Other ( 144,494) 111,947
Net Cash Used in Investing Activities ( 3,645,564) ( 3,481,710)
CASH FLOWS FROM FINANCING ACTIVITIES
<S> <C> <C> <C>
Principal Payments on Long-Term Debt ( 1,626,762) ( 346,855)
Dividends Paid ( 1,485,368) ( 1,528,785)
Foreign Currency Translation Adjustment 43,180 ( 21,319)
Purchases of Treasury Stock ( 3,803,571) ( 1,599,232)
Net Cash Used In Financing Activities ( 6,872,521) ( 3,496,191)
<S> <C> <C>
Net Increase in Cash and Cash Equivalents 635,690 452,487
Cash and Cash Equivalents, Beginning of Year 10,113,544 8,829,667
Cash and Cash Equivalents, April 30 $10,749,234 $ 9,282,154
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
7
<PAGE>
OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
Notes To Consolidated Financial Statements
(Unaudited)
1. BASIS OF STATEMENT PRESENTATION
The financial statements and the related notes are condensed and should be read
in conjunction with the consolidated financial statements and related notes for
the year ended July 31, 1996, included in the Company's Annual Report on Form
10-K filed with the Securities and Exchange Commission. The consolidated
financial statements include the accounts of the Company and its subsidiaries.
All significant intercompany transactions are eliminated. The unaudited
financial information reflects all adjustments which are, in the opinion of
management, necessary for a fair presentation of the statements contained
herein.
2. INVENTORIES
The composition of inventories is as follows:
<TABLE>
<CAPTION>
-----------------------------
April 30 July 31
(Unaudited) (Unaudited)
-----------------------------
1997 1996
-----------------------------
<S> <C> <C>
Finished goods $6,400,681 $6,728,150
Packaging 3,232,715 3,754,087
Other 757,707 1,254,831
$10,391,103 $11,737,068
</TABLE>
Inventories are valued at the lower of cost or market. Cost is determined by the
first-in, first-out method.
8
<PAGE>
MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
NINE MONTHS ENDED APRIL 30, 1997 COMPARED TO NINE
MONTHS ENDED APRIL 30, 1996
RESULTS OF OPERATIONS
Consolidated net sales for the nine months ended April 30, 1997 were
$119,319,000, an increase of 1.5% over net sales of $117,532,000 in the first
nine months of fiscal 1996. Net income for the first nine months of fiscal 1997
was $5,358,000 or $0.81 per share, an increase of 109.3% from $2,560,000 or
$0.38 per share earned in the nine months ended April 30, 1996. Net sales of cat
box absorbents increased $3,091,000, or 4.5% over prior year amounts, even
though sales to Sam's Club were down approximately $3,549,000 in the first nine
months compared to the same period of last year. The growth resulted from
increased sales of branded and private label products in both the grocery and
mass merchandising markets. Net sales of agricultural and fluids purification
products increased $2,004,000, or 7.6%, from the comparable period in fiscal
1996. The higher sales resulted from increased demand for AGSORB carriers as
well as PURE-FLO Supreme fluids purification products. Net sales of industrial
and environmental sorbents decreased $1,113,000, or 8.5%, from prior year
levels. The decrease was due to an increased internal focus on profitability
versus sales growth and open positions in the sales force responsible for these
products during the first quarter. Net sales of transportation services
decreased $1,227,000 or 17.4% from the first nine months of fiscal 1996 due to
lower backhaul revenue resulting from a reduction in the Company's fleet.
Consolidated gross profit as a percentage of net sales for the nine months ended
April 30, 1997 increased to 30.2% from 29.9% in the comparable period of fiscal
1996. Changes in sales mix and a Company-wide effort to reduce costs contributed
to this increase. Operating expenses as a percentage of net sales decreased to
22.9% in the first nine months of fiscal 1997 from 26.2% in the same period of
fiscal 1996. This decrease is primarily attributable to lower advertising and
promotion costs for the new consumer products introduced last year and the
one-time charge in the second quarter of fiscal 1996 of $921,000, reflecting
settlement cost and legal fees related to patent litigation. Interest expense
decreased $95,000 while interest income increased $26,000. The Company's
effective tax rate was $28.5% of pre-tax income in the first nine months of 1997
as compared to 28.9% for the same period of fiscal 1996. The assets of the
Company decreased $3,009,000 during the first nine months of fiscal 1997.
Current assets decreased $1,387,000, or 2.9%, from fiscal 1996 year end balances
primarily due to decreased accounts receivable and inventories, partially offset
by higher prepaid expenses and cash and cash equivalents. Property, plant and
equipment, net of accumulated depreciation, decreased $1,822,000 during the
first nine months due to depreciation expense exceeding capital expenditures.
Total liabilities in the nine months ended April 30, 1997 decreased $3,153,000,
due primarily to the repayment of long-term debt and lower accounts payable.
Current liabilities decreased $1,580,000 or 8.9% from July 31, 1996 balances,
due to lower accounts payable, partially offset by higher current maturities of
notes payable.
9
<PAGE>
EXPECTATIONS
The Company anticipates sales during the remainder of fiscal 1997 will be
slightly higher than the sales in the fourth quarter of fiscal 1996. Sales of
branded cat box absorbents are expected to increase moderately. However, this
sales growth is subject to continuing competition for shelf space in the
grocery, mass merchandiser and club markets. The Company expects the
profitability of these products to favorably impact earnings as spending on
advertising and promotion remains at lower levels throughout the remainder of
the current fiscal year as compared to last year. Sales of the Company's fluids
purification products are also expected to increase compared to the same period
of fiscal 1996. Demand for AGSORB carriers is expected to remain soft for the
remainder of the fiscal year. The foregoing statements under this heading are
"forward looking statements" within the meaning of that term in the Securities
Exchange Act of 1934, as amended. Actual results may be lower than those
reflected in these forward-looking statements, due primarily to: continued
vigorous competition in the grocery, mass merchandiser and club markets; the
level of success of new products; and the cost of new product introductions and
promotions in consumer markets. These forward-looking statements also involve
the risk of changes in market conditions in the overall economy and, for the
agricultural and fluids purification division, in the planting activity, crop
quality and overall agricultural demand, including export demand.
LIQUIDITY AND CAPITAL RESOURCES
The current ratio increased to 2.9 at April 30, 1997 from 2.7 at July 31, 1996.
Working capital increased $192,000 in the nine months ended April 30, 1997 to
$30,591,000. Cash provided by operations continues to be the Company's primary
source of funds to finance investing needs and financing activities. During the
nine months ended April 30, 1997, the balances of cash, cash equivalents and
other investments increased $551,000. Cash provided by operating activities of
$11,154,000 was used to fund capital expenditures ($4,141,000), purchases of the
Company's common stock ($3,804,000), reduction of debt ($1,627,000), and payment
of dividends ($1,485,000). Total cash and investment balances held by the
Company's foreign subsidiaries at April 30, 1997 and July 31, 1996 were
$2,902,000 and $2,594,000 respectively.
THREE MONTHS ENDED APRIL 30, 1997 COMPARED TO
THREE MONTHS ENDED APRIL 30, 1996
Consolidated net sales for the three months ended April 30, 1997 were
$36,002,000, a decrease of 1.2% from net sales of $36,427,000 in the third
quarter of fiscal 1996. Net income for the three months ended April 30, 1997 was
$1,164,000 or $0.18 per share, an increase of 73.8% from $670,000, or $0.10 per
share, earned in last year's quarter. Net sales of cat box absorbents increased
$583,000 or 2.9% from fiscal 1996 third quarter results. The growth resulted
from increased sales of branded and private label products in both the grocery
and mass merchandiser markets. Net sales of agricultural and fluids purification
products decreased $7,000, or 0.1% from the comparable period in fiscal 1996.
The lower sales resulted from decreased demand for AGSORB carriers, partially
offset by an increase in demand for PURE-FLO Supreme and ULTRA-CLEAR fluids
purification products. Net sales of industrial and environmental sorbents
decreased $235,000, or 5.5%, from prior year third quarter levels. The decrease
was due to an increased focus on profitability versus sales growth. Net sales of
transportation services decreased $403,000 or 17.0% from the third quarter of
fiscal 1996 due to lower backhaul revenue resulting from a reduction in the
Company's fleet.
10
<PAGE>
Consolidated gross profit as a percentage of net sales for the three months
ended April 30, 1997 decreased to 28.0% from 30.6% in the comparable period of
fiscal 1996. Lower levels of plant production resulting in unabsorbed fixed
plant costs contributed to the decrease. Operating expenses as a percentage of
net sales decreased to 22.4% in the third quarter of fiscal 1997 from 27.3% in
the same quarter of the prior year. This decrease is primarily due to lower
advertising and promotion costs for the new consumer products introduced last
year. Interest expense decreased $41,000 while interest income was unchanged.
The Company's effective tax rate was 28.5% of pre-tax income in the third
quarter of 1997 as compared to 31.3% for the third quarter of fiscal 1996.
FOREIGN OPERATIONS
Net sales by the Company's foreign subsidiaries for the nine months ended April
30, 1997 were $9,036,000, or 7.6% of total Company sales. This represents an
increase of $9,000 from the same period of fiscal 1996, in which foreign
subsidiary sales were $9,027,000, or 7.7% of total Company sales. Net income of
the foreign subsidiaries for the first nine months of fiscal 1997 was $431,000
compared with $357,000 in the same period of fiscal 1996. Identifiable assets of
the Company's foreign subsidiaries as of April 30, 1997 were $10,284,000, an
increase of $1,248,000 from $9,036,000 as of July 31, 1996. The increase is
primarily due to higher prepaid expenses, inventories, and cash and cash
equivalents. Net sales of the Company's foreign subsidiaries for the quarter
ended April 30, 1997 were $2,916,000, or 8.1% of total Company sales. This
represents an increase of $103,000 or 3.7% from the third quarter of fiscal 1996
in which foreign subsidiary sales were $2,813,000, or 7.7% of total Company
sales. Net income of the foreign subsidiaries for the third quarter of fiscal
1997 was flat compared to $82,000 in the same period of fiscal 1996.
11
<PAGE>
Part II - Other Information
ITEM 1. Legal Proceedings - Previous 10-Q's have reported the February 13, 1996
disposition of a patent infringement action that had been initiated by Edward
Lowe Industries, Inc.
ITEM 6. (a) Exhibits: The following documents are an exhibit to this report.
Exhibit 11: Statement Re: Computation of per share
earnings.
Exhibit 27: Financial Data Schedule
(b) During the quarter for which this report is filed, no reports on
Form 8-K were filed.
12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OIL-DRI CORPORATION OF AMERICA
(Registrant)
BY /s/Michael L. Goldberg
Michael L. Goldberg
Vice President and Chief Financial Officer
BY /s/Daniel S. Jaffee
Daniel S. Jaffee
President and Chief Operating Officer
Dated: June 12, 1997
13
<PAGE>
<TABLE>
<CAPTION>
Exhibit 11
OIL-DRI CORPORATION OF AMERICA
Computation of Weighted Average Number
of Shares Outstanding
- --------------------------------------------------------------------------------------------
Average
Shares-(Weighted
Shares)Number
Number Number of of Days As
of Days Shares Weighted Adjusted
Quarter End Period Outstanding Shares
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
April 30, 1997 02/01/97 to 02/23/97 23 6,616,951 152,189,873
02/24/97 to 02/26/97 3 6,605,251 19,815,753
02/27/97 to 02/27/97 1 6,596,751 6,596,751
02/28/97 to 03/02/97 3 6,595,251 19,785,753
03/03/97 to 03/05/97 3 6,564,966 19,694,898
03/06/97 to 03/13/97 8 6,539,966 52,319,728
03/14/97 to 03/16/97 3 6,534,966 19,604,898
03/17/97 to 03/17/97 1 6,529,466 6,529,466
03/18/97 to 03/18/97 1 6,521,066 6,521,066
03/19/97 to 03/23/97 5 6,516,066 32,580,330
03/24/97 to 04/01/97 9 6,508,566 58,577,094
04/02/97 to 04/30/97 29 6,498,566 188,458,414
--------
-------------
<S> <C> <C> <C>
89 582,674,024 6,546,899
- -----------------------------------------------------------------------------
Assuming exercise of options reduced by the number of shares which could
have been purchased with the proceeds from exercise of such options.
<S> <C>
35,475
---------------
<S> <C>
6,582,374
---------------
- --------------------------------------------------------------------------------------------
Average
Shares-(Weighted
Shares)Number
Number Number of of Days As
of Days Shares Weighted Adjusted
Quarter End Period Outstanding Shares
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
April 30, 1996 02/01/96 to 03/04/96 33 6,812,922 224,826,426
03/05/96 to 03/06/96 2 6,809,422 13,618,844
03/07/96 to 03/18/96 12 6,802,922 81,635,064
03/19/96 to 04/30/96 43 6,796,122 292,233,246
-------- -------------
<S> <C> <C> <C>
90 612,313,580 6,803,484
--------
- -----------------------------------------------------------------------------
Assuming exercise of options reduced by the number of shares which could
have been purchased with the proceeds from exercise of such options.
0
---------------
<S> <C>
6,803,484
---------------
</TABLE>
14
<PAGE>
<TABLE>
<CAPTION>
Exhibit 11(Cont'd)
OIL-DRI CORPORATION OF AMERICA
Computation of Weighted Average Number
of Shares Outstanding
- --------------------------------------------------------------------------------------------
Average
Shares-(Weighted
Shares)
Number Number of Number of
of Days Shares Weighted Days As
Nine Months Ended Period Outstanding Shares Adjusted
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
April 30, 1997 08/01/96 to 09/24/96 55 6,736,451 370,504,805
09/25/96 to 09/25/96 1 6,733,951 6,733,951
09/26/96 to 09/26/96 1 6,717,551 6,717,551
09/27/96 to 09/29/96 3 6,710,451 20,131,353
09/30/96 to 09/30/96 1 6,708,451 6,708,451
10/01/96 to 10/01/96 1 6,705,251 6,705,251
10/02/96 to 10/02/96 1 6,702,251 6,702,251
10/03/96 to 10/14/96 12 6,701,751 80,421,012
10/15/96 to 10/15/96 1 6,698,451 6,698,451
10/16/96 to 10/16/96 1 6,695,751 6,695,751
10/17/96 to 10/17/96 1 6,690,251 6,690,251
10/18/96 to 10/28/96 11 6,678,051 73,458,561
10/29/96 to 11/25/96 28 6,670,051 186,761,428
11/26/96 to 12/01/96 6 6,666,551 39,999,306
12/02/96 to 12/05/96 4 6,664,051 26,656,204
12/06/96 to 12/12/96 7 6,661,551 46,630,857
12/13/96 to 12/18/96 6 6,660,651 39,963,906
12/19/96 to 01/02/97 15 6,658,751 99,881,265
01/03/97 to 01/06/97 4 6,648,751 26,595,004
01/07/97 to 01/19/97 13 6,646,851 86,409,063
01/20/97 to 01/20/97 1 6,646,751 6,646,751
01/21/97 to 02/23/97 34 6,616,951 224,976,334
02/24/97 to 02/26/97 3 6,605,251 19,815,753
02/27/97 to 02/27/97 1 6,596,751 6,596,751
02/28/97 to 03/02/97 3 6,595,251 19,785,753
03/03/97 to 03/05/97 3 6,564,966 19,694,898
03/06/97 to 03/13/97 8 6,539,966 52,319,728
03/14/97 to 03/16/97 3 6,534,966 19,604,898
03/17/97 to 03/17/97 1 6,529,466 6,529,466
03/18/97 to 03/18/97 1 6,521,066 6,521,066
03/19/97 to 03/23/97 5 6,516,066 32,580,330
03/24/97 to 04/01/97 9 6,508,566 58,577,094
04/02/97 to 04/30/97 29 6,498,566 188,458,414
-------- ---------------
<S> <C> <C> <C>
273 1,813,171,908 6,641,655
-------- ---------------
- ----------------------------------------------------------------
Assuming exercise of options reduced by the number of shares which could have
been purchased with the proceeds from exercise of such options.
<S> <C>
2,773
-------------
<S> <C>
6,644,428
-------------
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Exhibit 11(Cont'd)
OIL-DRI CORPORATION OF AMERICA
Computation of Weighted Average Number
of Shares Outstanding
- --------------------------------------------------------------------------------------------
Average
Shares-(Weighted
Shares)
Number Number of Number of
of Days Shares Weighted Days As
Nine Months Ended Period Outstanding Shares Adjusted
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
April 30, 1996 08/01/95 to 08/08/95 8 6,901,322 55,210,576
08/09/95 to 10/10/95 63 6,841,322 431,003,286
10/11/95 to 10/11/95 1 6,814,922 6,814,922
10/12/95 to 03/04/96 145 6,812,922 987,873,690
03/05/96 to 03/06/96 2 6,809,422 13,618,844
03/07/96 to 03/18/96 12 6,802,922 81,635,064
03/19/96 to 04/30/96 43 6,796,122 292,233,246
-------- ---------------
<S> <C> <C> <C>
274 1,868,389,628 6,818,940
- -------------------------------------------------------------------------------
Assuming exercise of options reduced by the number of shares which could have
been purchased with the proceeds from exercise of such options.
<S> <C>
0
-------------
<S> <C>
6,818,940
-------------
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> JUL-31-1997
<PERIOD-END> APR-30-1997
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0
0
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