What changed in this filing

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Item 2. Properties

2024-10-10 compared with 2023-10-12 · 48 added, 45 removed, 91 unchanged (51% of the section changed)

ITEM 2 – PROPERTIES

Our corporate headquarters are located at 410 N.

Michigan Avenue, Suite 400, Chicago, Illinois 60611.

The lease for this location expires in 2036.

In addition to our corporate headquarters, we operate two research and development facilities in Vernon Hills, IL, one of which we own and the other of which we lease with a term expiring in 2026.

We operate clay manufacturing and non-clay production facilities on the properties listed in “Mining Properties and Operations” below.

We have no mortgages on any of the real property we own.

We consider our properties to generally be in good condition, well maintained and suitable and adequate to carry on our business.

As used in this Form 10-K, the terms “mineral resource,” “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” are defined and used in accordance with Item 1300 of Regulation S-K.

Mining Properties and Operations

Facility Locations

We operate clay manufacturing and non-clay production facilities on property owned or leased by us as shown on the map and listed in the table below:

Blue Mountain, Mississippi

Manufacturing and packaging

Laval, Quebec, Canada

Non-clay manufacturing and clay and non-clay packaging, sales

Mounds, Illinois

Manufacturing and packaging

Ochlocknee, Georgia

Manufacturing and packaging

Ripley, Mississippi

Manufacturing and packaging

Taft, California

Manufacturing and packaging

Wisbech, United Kingdom

Non-clay manufacturing and clay and non-clay packaging, sales, customer service

* The Wisbech lease expires in 2032.

Overview of Mining Properties and Operations

CLAY RESOURCES AND RESERVES

In 2018, the SEC adopted new rules updating the disclosure requirements for companies with mining operations.

The new mining disclosure rules rescind Industry Guide 7 and codify the SEC’s mining property disclosure requirements in new subpart 1300 of Regulation S-K.

These rules became applicable to our disclosures on August 1, 2021.

Regulation S-K 1300 requires the disclosure of mineral resources.

However, we have no mineral resource estimates as all mineral accumulations of economic interest and with reasonable prospects for eventual economic extraction are either currently on production or subject to an economically viable future development plan and are classified as mineral reserves.

As used in this Form 10-K, the terms “mineral resource,” “mineral reserve,” “proven mineral reserve” and “probable mineral reserve” are defined and used in accordance with subpart 1300 of Regulation S-K.

Under subpart 1300 of Regulation S-K, mineral resources may not be classified as “mineral reserves” unless the determination has been made by a qualified person (as defined under subpart 1300 of Regulation S-K) that the mineral resources can be the basis of an economically viable project.

The following provides an overview of our mining properties, operations, and reserves.

Our real property holdings and tons produced for each of the three fiscal years ended July 31, are as follows:

1 unchanged sentence

Tons Produced

Geographic Area

Claims Total 2024 2023 2022

7 unchanged sentences

7,683 3,339 1,030 12,052 793 807 832

With the exception of our research and development center in Illinois, all properties contain clay mineral reserves or are used in the processing of our clay.

With the exception of our research and development center in Illinois, all of the properties that we own contain clay mineral reserves or are used in the processing of our clay.

We mine sorbent minerals primarily consisting of calcium bentonite, attapulgite and diatomaceous shale which we refer to in the aggregate as “clay,” “minerals,” or “Fuller’s Earth.” We use certified professional geologists and mineral specialists who prepared the estimated reserves of these minerals in the table above.

See also Item 1 “Business” above for further information about our reserves.

Apart from certain mines in Georgia and Illinois, all mines in Mississippi, Georgia, California and Illinois are currently in active production and collectively produced approximately 807 thousand and 832 thousand tons of finished product in fiscal years 2023, and 2022, respectively.

Certain of our mines in Georgia are currently in development.

We, or our wholly owned subsidiaries, are the sole operators of our mines.

We have active properties in all stages of operation (exploration, development and production).

Our properties in production, located in Mississippi, Georgia, California and Illinois, collectively produced approximately 793 thousand and 807 thousand tons of finished product in fiscal years 2024, and 2023, respectively.

Parcels of such land are also sites of manufacturing facilities operated by us.

1 unchanged sentence

While we have reserves in Nevada and Tennessee, we are not actively mining these properties.

M INING P ROPERTIES

Our mining operations are conducted on both owned and leased land.

15 unchanged sentences

See Item 1A “Risk Factors” above for a discussion of other risks to our business related to our mining properties.

Summary of Mineral Resources and Mineral Reserves

We operate a number of mines concentrated near our production facilities in California, Georgia, Illinois and Mississippi, although we have proven reserves in other states.

1 unchanged sentence

As a result, we are only required to disclose summary information related to our mineral reserves.

Our mineral reserves as of July 31, 2023, have been prepared and certified by Fred Heivilin, our Qualified Person (QP) who is contracted by us as a consultant and who is a certified professional geologist.

Our summary of mineral reserves as of July 31, 2024, have been prepared and certified by a certified professional geologist who qualifies as a "qualified person" as such term is defined in Item 1300 of Regulation S-K.

Item 1303 of Regulation S-K requires the disclosure of mineral resources;

however, we have no mineral resource estimates as all mineral accumulations of economic interest and with reasonable prospects for eventual economic extraction are either currently on production or subject to an economically viable future development plan and are classified as mineral reserves.

Our summary of proven and probable reserves as of July 31, 2024, is as follows:

Mineral Reserves

Reserves Estimated

Reserves Total

Proven Mineral

Mineral Reserves

(thousands of tons)

6 unchanged sentences

91,801 132,522 224,323

Based on our rate of consumption during fiscal year 2023, and without regard to any of our reserves in Nevada and Tennessee, where we do not actively mine, we consider our proven and probable reserves adequate to supply our needs for over 40 years.

Based on our rate of consumption during fiscal year 2024, and without regard to any of our reserves in Nevada and Tennessee, where we do not actively mine, we consider our proven and probable reserves adequate to supply our needs for over forty years.

Although we consider these reserves to be extremely valuable to our business, only a small portion of the reserves, those which were acquired in acquisitions, are reflected at cost on our balance sheet.

8 unchanged sentences

The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation.

We use certified professional geologists and mineral specialists who estimate and evaluate existing and potential reserves in terms of quality, quantity and availability.

We use certified professional geologists and mineral specialists to estimate and evaluate existing and potential reserves in terms of quality, quantity and availability.

Internal Controls

We have internal controls for reviewing and documenting the information supporting the mineral reserve estimates and ensuring the validity of the estimates.

Information that is utilized to compile mineral reserves is prepared and certified by our QP and is subject to internal review.

Refer to Item 1A “Risk Factors” for discussion of risks associated with our estimates of mineral reserves.

Information that is utilized to compile mineral reserves is prepared and certified by a qualified person and is subject to internal review by our management.

Management also assesses risks inherent in mineral resource and reserve estimates, such as the accuracy of geological data that is used to support mine planning, identify hazards and inform operations of the presence of mineable deposits.

management is aware of risks associated with potential gaps in assessing the completeness of mineral extraction licenses, entitlements or rights, or changes in laws or regulations that could directly impact the ability to assess mineral resources and reserves or impact production levels.

Risks inherent in overestimated reserves can impact financial performance when revealed, such as changes in amortization that are based on life of mine estimates.

Our analysis of risks related to our reserves is integrated into our overall enterprise risk management program, and shares common methodologies, reporting channels and governance processes that apply across the enterprise risk management program to other risk areas.

Refer to Item 1A “Risk Factors” for further discussion of risks associated with mineral reserves.

M INING AND M ANUFACTURING M ETHODS

7 unchanged sentences

Generally, the mine sites are in close proximity to the processing plants;

however, the maximum distance the clay is currently hauled to a plant is approximately 11 miles.

however, the maximum distance the clay is currently hauled to a plant is approximately eleven miles.

At our California mines, the clay is excavated and hauled to a hopper.

20 unchanged sentences

The size and delivery configuration of our finished products is determined by customer requirements.

We operate clay manufacturing and non-clay production facilities on property owned or leased by us as shown on the map below:

Oil-Dri Plant Site Locations

Location Owned/Leased Function

Blue Mountain, Mississippi Owned Manufacturing and packaging

Chicago, Illinois Leased Principal executive office

Coppet, Switzerland Leased Customer service office

Jakarta, Indonesia Leased Office

Jalisco, Mexico Leased Warehouse and office

Laval, Quebec, Canada Owned Non-clay manufacturing and clay and non-clay packaging, sales

Mounds, Illinois Owned Manufacturing and packaging

Ochlocknee, Georgia Owned Manufacturing and packaging

Ripley, Mississippi Owned Manufacturing and packaging

Shenzhen, China Leased Sales office, customer service

Taft, California Owned Manufacturing and packaging

Vernon Hills, Illinois Owned & Leased Research and development

Wisbech, United Kingdom Leased Non-clay manufacturing and clay and non-clay packaging, sales, customer service

We have no mortgages on the real property we own.

The leases for the locations listed above expire as follows:

Shenzhen, China in 2024;

Vernon Hills, Illinois in 2026;

Wisbech, United Kingdom in 2032 and Chicago, Illinois in 2033.

The leases for the Coppet, Switzerland;

Jakarta, Indonesia;

and Jalisco, Mexico offices are on a year-to-year basis.

We consider that our properties are generally in good condition, well maintained and suitable and adequate to carry on our business.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 2. Properties