OIL DRI CORPORATION OF AMERICA
10-Q, 1999-06-11
MISCELLANEOUS MANUFACTURING INDUSTRIES
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                 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, 1999 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  - 5,470,252 Shares (Including 1,092,160 Treasury Shares)
Class B Stock - 1,765,266 Shares (Including 342,241 Treasury Shares)



<PAGE> 2


           OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS
                     (IN THOUSANDS OF DOLLARS)
                             (UNAUDITED)

<TABLE>
<CAPTION>
                                              -----------------------
                                               April 30    July 31
ASSETS                                           1999        1998
                                              -----------------------
<S>                                            <C>        <C>
CURRENT ASSETS
Cash and Cash Equivalents                      $  4,983   $  9,410
Investment Securities                             1,225      1,173
Accounts Receivable                              25,271     24,561
Allowance for Doubtful Accounts                    (383)      (351)
Inventories                                      15,016     13,258
Prepaid Expenses and Taxes                        5,962      5,558
                                               --------   --------
         Total Current Assets                    52,074     53,609
                                               --------   --------

PROPERTY, PLANT AND EQUIPMENT - AT COST
Cost                                            132,056    126,378
Less Accumulated Depreciation and
  Amortization                                  (69,354)   (63,493)
                                               --------   --------
         TOTAL PROPERTY, PLANT
         AND EQUIPMENT, NET                      62,702     62,885
                                               --------   --------

OTHER ASSETS
Goodwill & Intangibles (Net of Accumulated
  Amortization)                                   9,899      8,963
Deferred Income Taxes                             3,736      3,697
Other                                             4,908      5,061
                                               --------   --------
             TOTAL OTHER ASSETS                  18,543     17,721
                                               --------   --------

TOTAL ASSETS                                   $133,319   $134,215
                                               ========   ========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.


<PAGE> 3


           OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS
                     (IN THOUSANDS OF DOLLARS)
                             (UNAUDITED)

<TABLE>
<CAPTION>
                                 -------------------------
                                   APRIL 30     JULY 31
LIABILITIES & STOCKHOLDERS'          1999        1998
EQUITY                           -------------------------
<S>                               <C>         <C>
CURRENT LIABILITIES
- -------------------
Current Maturities of Notes
  Payable                         $  3,277    $  2,084
Accounts Payable                     3,651       4,416
Dividends Payable                      490         444
Accrued Expenses                     7,212      10,024
Special Charge Reserve                 225         358
                                  --------    --------
         TOTAL CURRENT
         LIABILITIES                14,855      17,326
                                  --------    --------

NONCURRENT LIABILITIES
Notes Payable                       39,050      39,976
Deferred Compensation                3,108       3,174
Other                                1,867       1,931
                                  --------    --------
         TOTAL NONCURRENT
         LIABILITIES                44,025      45,081
                                  --------    --------

         TOTAL LIABILITIES          58,880      62,407
                                  --------    --------

STOCKHOLDERS' EQUITY
Common and Class B Stock               724         724
Paid-In Capital in Excess of
  Par Value                          7,702       7,702
Restricted Unearned Stock              (19)        (51)
Compensation
Retained Earnings                   89,236      85,158
Cumulative Translation
  Adjustment                        (1,128)     (1,151)
                                  --------    --------
                                    96,515      92,382
Less Treasury Stock, At Cost       (22,076)    (20,574)
                                  --------    --------
         TOTAL STOCKHOLDERS'
         EQUITY                     74,439      71,808
                                  --------    --------

         TOTAL LIABILITIES &
         STOCKHOLDERS' EQUITY     $133,319    $134,215
                                  ========    ========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.


<PAGE> 4


          OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
           (IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
                           (UNAUDITED)

<TABLE>
<CAPTION>
                                       -----------------------
                                        FOR THE NINE MONTHS
                                               ENDED
                                              APRIL 30
                                       -----------------------
                                          1999        1998
                                       -----------------------
<S>                                     <C>         <C>
NET SALES                               $133,510    $118,995
Cost Of Sales                             91,202      81,615
                                        --------    --------
GROSS PROFIT                              42,308      37,380
Selling, General And Administrative
  Expenses                                32,704      28,550
Special Charge                                --       3,129
                                        --------    --------
INCOME FROM OPERATIONS                     9,604       5,701

OTHER INCOME (EXPENSE)
   Interest Expense                       (2,401)     (1,253)
   Interest Income                           385         307
   Other, Net                                103        (329)
                                        --------    --------
     TOTAL OTHER EXPENSE, NET             (1,913)     (1,275)
                                        --------    --------

INCOME BEFORE INCOME TAXES                 7,691       4,426
Income Taxes                               2,192       1,261
                                        --------    --------
NET INCOME                                 5,499       3,165

RETAINED EARNINGS
   Balance at Beginning of Year           85,158      82,243
   Less Cash Dividends Declared            1,421       1,364
                                        --------    --------

RETAINED EARNINGS - APRIL 30            $ 89,236    $ 84,044
                                        ========    ========
NET INCOME PER SHARE:
  BASIC                                   $ 0.94      $ 0.51
                                          ======      ======
  DILUTIVE                                $ 0.92      $ 0.51
                                          ======      ======
AVBASIC SHARES OUTSTANDING:                5,846       6,197
                                          ======      ======
  DILUTIVE                                 5,995       6,232
                                          ======      ======
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.


<PAGE> 5


          OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
     CONSOLIDATED STATEMENTS OF INCOME AND RETAINED EARNINGS
           (IN THOUSANDS, EXCEPT FOR PER SHARE AMOUNTS)
                           (UNAUDITED)

<TABLE>
<CAPTION>
                                       -----------------------
                                        FOR THE THREE MONTHS
                                               ENDED
                                              APRIL 30
                                       -----------------------
                                          1999        1998
                                       -----------------------
<S>                                    <C>         <C>
NET SALES                              $   42,405  $   38,334
Cost Of Sales                              29,390      26,148
                                       ----------  ----------
GROSS PROFIT                               13,015      12,186
Selling, General And Administrative
  Expenses                                 10,743       9,850
                                       ----------  ----------
INCOME FROM OPERATIONS                      2,272       2,336

OTHER INCOME (EXPENSE)
   Interest Expense                          (807)       (452)
   Interest Income                            125          90
   Other, Net                                  82         (32)
                                       ----------   ---------
     TOTAL OTHER EXPENSE, NET                (600)       (394)
                                       ----------  ----------
INCOME BEFORE INCOME TAXES                  1,672       1,942
   Income Tax Expense                         477         553
                                       ----------  ----------
NET INCOME                                  1,195       1,389

NET INCOME PER SHARE:
  BASIC                                    $ 0.21      $ 0.23
                                           ======      ======
  DILUTIVE                                 $ 0.20      $ 0.23
                                           ======      ======

AVERAGE SHARES OUTSTANDING:
  BASIC                                     5,813       6,053
                                           ======      ======
  DILUTIVE                                  6,036       6,070
                                           ======      ======
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.


<PAGE> 6



           OIL-DRI CORPORATION OF AMERICA & SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (IN THOUSANDS OF DOLLARS)
                            (UNAUDITED)
<TABLE>
<CAPTION>
                                            ---------------------
                                            FOR THE NINE MONTHS
                                                   ENDED
                                                  APRIL 30
                                            ---------------------
<S>                                         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES          1999       1998
- ------------------------------------
                                            ---------------------

NET INCOME                                  $  5,499    $  3,165

Adjustments to Reconcile Net Income To
  Cash Provided by Operating Activities:
   Depreciation and Amortization               6,311       5,676
   Non-cash special charges                       --       2,231
   Provision for bad debts                        33          64
   (Increase) Decrease in:
      Accounts Receivable                       (711)     (2,459)
      Inventories                             (1,758)     (1,273)
      Prepaid Expenses and Taxes                (404)     (1,907)
      Deferred Income Taxes                      (39)         12
      Other Assets                              (678)       (305)
   Increase (Decrease) in:
      Accounts Payable                          (764)        175
      Accrued Expenses                        (2,812)     (1,309)
      Deferred Compensation                      (66)         51
      Special Charge Reserve                    (133)         --
      Other                                      (64)        229
                                            --------    --------
        TOTAL ADJUSTMENTS                     (1,085)      1,185
                                            --------    --------
   NET CASH PROVIDED BY OPERATING
   ACTIVITIES                                  4,414       4,350
                                            --------    --------

CASH FLOWS FROM INVESTING ACTIVITIES
   Capital Expenditures                       (6,200)    (4,528)
   Proceeds from sale of property, plant
    and equipment                                 22          4
   Purchases of Investment Securities         (1,225)      (528)
   Dispositions of Investment Securities       1,173        911
   Proceeds from sale of Investments              --        709
   Purchase of Mounds Production Company
    Assets                                        --    (14,363)
   Other                                         (14)       (18)
                                            --------   --------
   NET CASH USED IN INVESTING ACTIVITIES      (6,244)   (17,813)
                                            --------   --------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from Issuance of
    Long-Term Debt                               400     25,000
   Principal Payments on Long-Term Debt         (134)    (1,934)
   Dividends Paid                             (1,375)    (1,395)
   Purchases of Treasury Stock                (1,502)    (8,238)
   Other                                          14         (5)
                                            --------   --------
   NET CASH (USED IN) PROVIDED BY
   FINANCING ACTIVITIES                       (2,597)    13,428

NET DECREASE IN CASH AND CASH EQUIVALENTS     (4,427)       (35)
CASH AND CASH EQUIVALENTS, BEGINNING
 OF YEAR                                       9,410      9,997
                                            --------   --------
CASH AND CASH EQUIVALENTS, APRIL 30         $  4,983   $  9,962
                                            ========   ========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.


<PAGE> 7


           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, 1998, 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 (in thousands):
<TABLE>
<CAPTION>
                        ----------------------
                         APRIL 30   JULY 31
                        (UNAUDITED)(AUDITED)
                        ----------------------
                           1999       1998
                        ----------------------
<S>                       <C>        <C>
Finished goods            $ 9,131    $ 7,935
Packaging                   4,305      4,220
Other                       1,580      1,103
                          -------    -------
                          $15,016    $13,258
</TABLE>

Inventories are valued at the lower of cost or market. Cost is determined by the
first-in, first-out method.


<PAGE> 8



3.   SPECIAL CHARGE

The Company recorded a pre-tax special charge of $3,129,000 during the second
quarter of last year to cover the cost of exiting the transportation business
($1,508,000), to write off certain other non-performing assets ($932,000), and
to cover other exit costs ($689,000). The transportation business exit costs
consisted primarily of trailer rehabilitation, employee severance, and
professional fees. None of these items was individually significant. At April
30, 1999, $225,000 of the special charges remained in current liabilities. A
summary of the balance sheet activity for both years is presented below (in
thousands):

<TABLE>
      <S>                                           <C>
      Reserve Balance at April 30, 1998             $ 3,129
      Fiscal year 1998 activity:
          Transportation business exit costs          1,440
          Write-off of non-performing assets            808
          Other exit costs                              523
                                                    -------
      Balance at July 31, 1998                          358

      Fiscal Year 1999 activity:
          Transportation and business exit costs        145
          Write-off of non-performing assets            (12)
          Other exit costs                                0
                                                    -------
      Balance at April 30, 1999                     $   225
                                                    =======
</TABLE>

4.  NEW ACCOUNTING PRONOUNCEMENTS

The company adopted Statement of Financial Accounting Standards (SFAS) No. 128,
"Earnings Per Share" during the second quarter of 1998. This standard prescribes
the methods of calculating basic and diluted earnings per share and requires
dual presentation of these amounts on the face of the income statement.

In June 1997, SFAS No. 130, "Reporting Comprehensive Income" and SFAS No. 131,
"Disclosures about Segments of an Enterprise and Related Information" were
issued. SFAS No. 130 establishes standards for the reporting of comprehensive
income and its components in a financial statement presentation. SFAS No. 130
separates comprehensive income into net income and other comprehensive income,
but does not change the measurement and presentation of net income. Other
comprehensive income includes certain changes in the equity of the Company which
are currently recognized and presented separately in the Consolidated Statements
of Stockholders' Equity, such as the change in the Cumulative Translation
Adjustment account. The Company will adopt SFAS No.
130 in the fourth quarter of fiscal 1999.

SFAS No. 131 establishes new standards for the way companies report information
about operating segments and requires that those enterprises report selected
information about operating segments in the financial reports issued to
shareholders. The Company will adopt SFAS No. 131 in the fourth quarter of
fiscal 1999.

5.  ACQUISITION

On April 20, 1998, the Company completed the purchase of the Fuller's Earth
absorbent business of American Colloid Co., a wholly owned subsidiary of Amcol
International, for $14,657,000 including transaction expenses. The purchase
includes a production plant and mineral reserves in Mounds, Illinois (Oil-Dri
Mounds Production Company), and mineral reserves located in Paris, Tennessee,
and Silver Springs, Nevada. The business has annual sales approximating
$15,000,000. The Company financed the acquisition through a fixed-rate private
debt placement. The acquisition was accounted for as a purchase, with the excess
purchase price over fair market value of the underlying assets allocated to

<PAGE> 9

intangibles, including supply contracts and non-compete covenants. These
intangibles are being amortized over 15 years.


MANAGEMENT DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

NINE MONTHS ENDED APRIL 30, 1999 COMPARED TO
NINE MONTHS ENDED APRIL 30, 1998

RESULTS OF OPERATIONS

Consolidated net sales for the nine months ended April 30, 1999 were
$133,510,000, an increase of $14,515,000 or 12.2%, over net sales of
$118,995,000 in the first nine months of fiscal 1998. Excluding the $2,372,000
of fiscal 1998 sales from the transportation business, which was divested last
year, sales increased 14.5% in the first nine months of fiscal 1999 versus
fiscal 1998. Net income for the nine months ended April 30, 1999 was $5,499,000,
an increase of $2,334,000 or 73.7% from $3,165,000 earned in last year's first
nine months. Basic net income per share for the nine months ended April 30, 1999
was $0.94 and diluted net income per share was $0.92, versus $0.51 per share
(basic and diluted) earned in the same period last year. A significant portion
of the year-to-year increase in earnings and earnings per share was due to a
special charge recorded in the second quarter of fiscal 1998 to cover the costs
of exiting the transportation business and writing off certain non-performing
assets. This charge reduced income before taxes by $3,129,000, net income by
$2,237,000 and earnings per share by $0.36 for the nine months ended April 30,
1998.

Net sales of pet products increased $11,903,000 or 16.4% from prior year
amounts, primarily due to incremental sales from Oil-Dri Mounds Production
Company, partially offset by the loss of sales to Sam's Club, which decided to
discontinue carrying the Company's cat litter products in fiscal 1998. Net sales
of agricultural products increased $2,101,000 or 12.8% from the comparable
period in fiscal 1998. The higher sales resulted from increased demand for the
family of animal health and nutrition products. Net sales of fluids purification
products increased $869,000 or 7.1% from prior year due to increased demand for
PURE-FLO(R) products in the United Kingdom. Net sales of industrial and
environmental sorbents increased $2,842,000 or 19.4% from last year's first nine
months due to incremental sales from last year's acquisition of Oil-Dri Mounds
Production Company.

Consolidated gross profit as a percentage of net sales for the nine months ended
April 30, 1999 increased to 31.7% from 31.4% in the comparable period of fiscal
1998. Changes in sales mix, a Company-wide effort to reduce costs and exiting
the transportation business contributed to this increase.

Operating expenses as a percentage of net sales decreased to 24.5% in the first
nine months of fiscal 1999 from 26.6% in the same period of the prior year
primarily due to the pre-tax special charge of $3,129,000 recorded in the second
quarter of fiscal 1998, partially offset by increased advertising expenses for
new pet products.

Interest expense increased $1,148,000 due to the fixed-rate financing secured
during the third quarter of fiscal 1998, which was used to fund the purchase of
Oil-Dri Mounds Production Company.

The Company's effective tax rate was 28.5% of pre-tax income in the first nine
months of fiscal 1999 and fiscal 1998.

The assets of the Company decreased $896,000 or 0.7% during the first nine
months of fiscal 1999. Current assets decreased $1,535,000 or 2.9% from fiscal
1998 year end balances primarily due to decreased cash and cash equivalents,
partially offset by

<PAGE> 10

increases in accounts receivable and inventory balances.
Property, plant and equipment, net of accumulated depreciation, decreased
$183,000 or 0.3% during the first nine months due to depreciation expense
exceeding capital expenditures.

Total liabilities in the nine months ended April 30, 1999 decreased $3,527,000
or 5.7% primarily due to decreases in accounts payable and advertising and
freight related accruals. Current liabilities decreased $2,471,000 or 14.3% from
July 31, 1998 balances, due to decreases in accounts payable and advertising and
freight related accruals, partially offset by current maturities of notes
payable.

EXPECTATIONS

The Company anticipates sales in the last three months of fiscal 1999 will
likely decrease from sales levels achieved during the comparable period of the
prior year due to lapping the acquisition of the fuller's earth absorbent
business of American Colloid Co. ("Mounds Production Company") which was
completed during the third quarter of fiscal 1998 and walking away from certain
low margin business associated with the acquisition Sales of branded cat box
absorbents are expected to increase moderately as existing products and new
product introductions gain incremental distribution. Sales of private label cat
box absorbents are expected to be down as the Company eliminates certain low
margin business acquired in the acquisition. However, sales growth of cat box
absorbents is subject to continuing competition for shelf space in the grocery,
mass merchandiser and club markets. Sales of agricultural carriers and
industrial sorbents in the rest of fiscal 1999 are expected to be flat compared
to fiscal 1998. Sales of the company's fluid purification products are expected
to increase moderately throughout 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 risk of changes in market
conditions in the overall economy and, for agricultural and fluids purification
products, in the planting activity, crop quality and overall agricultural
demand, including export demand.




<PAGE> 11


LIQUIDITY AND CAPITAL RESOURCES

The current ratio increased to 3.5 at April 30, 1999 from 3.1 at July 31, 1998.
Working capital increased $936,000 during the nine months ended April 30, 1999
to $37,219,000. Cash provided by operations continues to be the Company's
primary source of funds to finance ordinary investing needs and financing
activities. During the nine months ended April 30, 1999 the balances of cash,
cash equivalents and other investments decreased $4,375,000. Cash provided by
operating activities of $4,414,000 and cash on hand were used to fund capital
expenditures ($6,200,000), purchases of the Company's common stock ($1,502,000),
and payment of dividends ($1,375,000). Total cash and investment balances held
by the Company's foreign subsidiaries at April 30, 1999 and July 31, 1998 were
$2,504,000 and $3,350,000 respectively.


THREE MONTHS ENDED APRIL 30, 1999 COMPARED TO
THREE MONTHS ENDED APRIL 30, 1998

Consolidated net sales for the three months ended April 30, 1999 were
$42,405,000, an increase of $4,071,000 or 10.6%, over net sales of $38,334,000
in the third quarter of fiscal 1998. Net income for the three months ended April
30, 1999 was $1,195,000, a decrease of $194,000 from $1,389,000 earned in last
year's quarter. Basic net income per share for the three months ended April 30,
1999 was $0.21 and diluted net income per share was $0.20, versus $0.23 per
share (basic and diluted) earned in the same period last year.

Net sales of pet products increased $2,674,000 or 11.4% from prior year amounts,
for the same reasons previously discussed in the nine-month comparison of
results. However, Oil-Dri Canada had a very difficult quarter caused by
shortages of a critical raw material which also significantly increased
manufacturing costs. At the same time, competition put pressure on margins, and
some planned sales did not materialize due to customer consolidation in Canada.

Net sales of agricultural products increased $1,127,000 or 21.9% from the
comparable period in fiscal 1998. The higher sales resulted from increased
demand for AGSORB(R) products and the family of animal health and nutrition
products. Net sales of fluid purification products decreased $242,000 or 5.5%
from prior year due to decreased demand for bleaching clay in Europe due to a
higher quality oil crop this year. Net sales of industrial and environmental
sorbents increased $848,000 or 17.0% from last year's third quarter for the same
reasons discussed previously in the nine-month comparison of results.

Consolidated gross profit as a percentage of net sales for the three months
ended April 30, 1999 decreased to 30.7% From 31.8% in the comparable period of
fiscal 1998 due to differences in the sales mix for the third quarter of fiscal
1999 versus 1998.

Operating expenses as a percentage of net sales decreased to 25.3% in the third
quarter of fiscal 1999 from 25.7% in the same quarter of the prior year. This
decrease is due to a company-wide effort to reduce costs.

Interest expense increased $355,000, primarily due to the fixed-rate
financing secured during the third quarter of fiscal 1998.

The company's effective tax rate was 28.5% Of pre-tax income in the third
quarter of 1999 and 1998.


FOREIGN OPERATIONS

Net sales by the Company's foreign subsidiaries for the nine months ended April
30, 1999 were $11,150,000, or 8.4% of total Company sales. This represents an
increase of $893,000 or 8.7% from the same period of fiscal 1998, in which
foreign subsidiary sales were $10,257,000, or 8.6% of total Company sales. This
increase is due primarily to an

<PAGE> 12

increased demand for PURE-FLO(R) products in the United Kingdom. Net income of
the foreign subsidiaries for the first nine months of fiscal 1999 was $360,000,
a decrease of $105,000 or 22.6% form $465,000, earned in the same period of
fiscal 1998. This decrease was primarily due to unfavorable changes in sales
mix. Identifiable assets of the Company's foreign subsidiaries as of April 30,
1999 were $11,041,000, a decrease of $627,000 from $11,668,000 as of July 31,
1998, due primarily to decreased levels of cash and investment balances.

YEAR 2000

The Year 2000 (Y2K) issue is the result of computer programs using a two-digit
format, as opposed to four digits, to indicate the year. Such computer systems
will be unable to interpret dates beyond 1999, which could cause a system
failure or application errors, leading to disruptions in operations. The Company
has completed an internal review of all systems to determine major areas of
exposure to Y2K issues, and most of these issues have been resolved. In
addition, third parties with whom there are systems interaction are being
surveyed to assess Y2K compliance, or if contingency plans will become
necessary. The cost of Y2K issue resolution will not have a material adverse
impact on the Company's financial statements, and it is anticipated that the
Company's computer systems will be Y2K-compliant by July 31, 1999.

<PAGE> 13

ITEM 6. (a) EXHIBITS:  The following documents are an exhibit to this report:
                                                       Exhibit
                                                         Index
<TABLE>
            <S>                                            <C>

            Exhibit 11:  Statement Re:  Computation of      15
                         per share earnings
            Exhibit 27:  Financial Data Schedule            16
</TABLE>

        (b) During the quarter for which this report is filed, no reports on
            Form 8-K were filed.


<PAGE> 14







   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
     Executive Vice President, Chief Financial Officer and Corporate Secretary



   BY /S/ DANIEL S. JAFFEE
     -------------------------------
     Daniel S. Jaffee
     President and Chief Executive Officer






   Dated:  June 11, 1999




                                                          Exhibit 11

              OIL-DRI CORPORATION OF AMERICA AND SUBSIDIARIES
                 COMPUTATION OF EARNINGS PER SHARE
            (IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                   ---------------------------------------------
                                     Three Months Ended     Nine Months Ended
                                          April 30               April 30
                                   ----------------------- ---------------------
                                      1999        1998       1999       1998
                                   ----------------------- ---------------------
<S>                                <C>           <C>       <C>         <C>
Net income available to
stockholders (numerator)            $ 1,195      $ 1,389   $ 5,499     $ 3,165
                                    =======      =======   =======     =======

Shares Calculation (denominator)

Average shares outstanding -
   basic                              5,813        6,053     5,846       6,197

Effect of Dilutive Securities:

Potential Common Stock
   relating to stock options           223          17        149          35
                                    -------     -------    -------     -------

Average shares outstanding -
   assuming dilution                  6,036        6,070     5,995       6,232
                                    =======      =======   =======     =======

Net Income (Loss) Per Share:
   Basic                            $  0.21      $  0.23   $  0.94     $  0.51
                                    =======      =======   =======     =======
   Dilutive                         $  0.20      $  0.23   $  0.92     $  0.51
                                    =======      =======   =======     =======
</TABLE>

<TABLE> <S> <C>




<ARTICLE> 5

<S>                       <C>
<PERIOD-TYPE>             9-MOS
<FISCAL-YEAR-END>                      JUL-31-1999
<PERIOD-END>                           APR-30-1999
<CASH>                                      4,983
<SECURITIES>                                1,225
<RECEIVABLES>                              25,271
<ALLOWANCES>                                (383)
<INVENTORY>                                15,016
<CURRENT-ASSETS>                           52,074
<PP&E>                                    132,056
<DEPRECIATION>                           (69,354)
<TOTAL-ASSETS>                            133,319
<CURRENT-LIABILITIES>                      14,855
<BONDS>                                    39,050
                           0
                                     0
<COMMON>                                      724
<OTHER-SE>                                 73,715
<TOTAL-LIABILITY-AND-EQUITY>              133,319
<SALES>                                   133,510
<TOTAL-REVENUES>                          133,510
<CGS>                                      91,202
<TOTAL-COSTS>                              91,202
<OTHER-EXPENSES>                           32,183
<LOSS-PROVISION>                               33
<INTEREST-EXPENSE>                          2,401
<INCOME-PRETAX>                             7,691
<INCOME-TAX>                                2,192
<INCOME-CONTINUING>                         5,499
<DISCONTINUED>                                  0
<EXTRAORDINARY>                                 0
<CHANGES>                                       0
<NET-INCOME>                                5,499
<EPS-BASIC>                                0.94
<EPS-DILUTED>                                0.92



</TABLE>


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