What changed in this filing

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Item 1. Financial Statements

2025-03-11 compared with 2024-12-09 · 225 added, 101 removed, 443 unchanged (42% of the section changed)

3 unchanged sentences

(in thousands, except for share and per share amounts, unaudited)

ASSETS October 31,

ASSETS January 31,

2025 July 31,

2 unchanged sentences

Accounts receivable, net of allowances

of $ 1,562 and $ 934 at October 31, 2024 and July 31, 2024, respectively

of $ 1,348 and $ 934 at January 31, 2025 and July 31, 2024, respectively

66,086 62,171

5 unchanged sentences

Trademarks, trade names and patents, net of accumulated amortization

of $ 647 and $ 625 at October 31, 2024 and July 31, 2024, respectively

of $ 653 and $ 625 at January 31, 2025 and July 31, 2024, respectively

Customer list, net of accumulated amortization

of $ 8,431 and $ 8,149 at October 31, 2024 and July 31, 2024, respectively

of $ 8,713 and $ 8,149 at January 31, 2025 and July 31, 2024, respectively

19,471 20,036

8 unchanged sentences

(in thousands, except for share and per share amounts, unaudited)

LIABILITIES & STOCKHOLDERS’ EQUITY October 31,

LIABILITIES & STOCKHOLDERS’ EQUITY January 31,

2025 July 31,

8 unchanged sentences

Long-term debt, net of unamortized debt issuance costs

of $ 223 and $ 226 at October 31, 2024 and July 31, 2024, respectively

of $ 204 and $ 226 at January 31, 2025 and July 31, 2024, respectively

39,796 49,774

6 unchanged sentences

Stockholders’ Equity

Common Stock, par value $ .10 per share, issued 8,884,473 shares at October 31, 2024

Common Stock, par value $ .10 per share, issued 15,215,961 shares at January 31, 2025

and 15,172,186 shares at July 31, 2024

Class B Stock, par value $ .10 per share, issued 2,518,056 shares at October 31, 2024

Class B Stock, par value $ .10 per share, issued 4,650,484 shares at January 31, 2025

and 4,652,984 shares at July 31, 2024

3 unchanged sentences

Less Treasury Stock, at cost ( 4,895,344 Common and 380,628 Class B shares at

October 31, 2024 and 3,702,185 Common and 362,649 Class B shares at July 31, 2024)

January 31, 2025 and 4,867,880 Common and 362,649 Class B shares at July 31, 2024)

( 87,232 ) ( 84,441 )

5 unchanged sentences

(in thousands, except for share and per share amounts, unaudited)

For the Three Months Ended October 31,

For the Six Months Ended January 31,

Net Sales $ 244,859 $ 217,106

28 unchanged sentences

(in thousands, unaudited)

For the Three Months Ended October 31,

For the Six Months Ended January 31,

Net Income $ 29,297 $ 23,124

7 unchanged sentences

OIL-DRI CORPORATION OF AMERICA

Condensed Consolidated Statements of Operations

(in thousands, except for share amounts, unaudited)

For the Three Months Ended January 31,

Net Sales $ 116,914 $ 105,668

Cost of Goods Sold ( 82,466 ) ( 74,726 )

Gross Profit 34,448 30,942

Selling, General and Administrative Expenses ( 16,966 ) ( 15,777 )

Income from Operations 17,482 15,165

Other (Expense) Income

Interest expense ( 606 ) ( 362 )

Interest income 86 297

Other, net ( 702 ) ( 418 )

Total Other Expense, Net ( 1,222 ) ( 483 )

Income Before Income Taxes 16,260 14,682

Income Tax Expense ( 3,339 ) ( 2,300 )

Net Income 12,921 12,382

Net Income Per Share

Basic Common $ 0.95 $ 0.92

Basic Class B

$ 0.72 $ 0.69

Diluted Common $ 0.89 $ 0.85

Diluted Class B

$ 0.72 $ 0.69

Average Shares Outstanding

Basic Common 9,895 9,766

Basic Class B

Diluted Common 13,899 13,721

Diluted Class B

Dividends Declared Per Share

Basic Common $ 0.1550 $ 0.1450

Basic Class B

$ 0.1165 $ 0.1090

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

OIL-DRI CORPORATION OF AMERICA

Condensed Consolidated Statements of Comprehensive Income

(in thousands, unaudited)

For the Three Months Ended January 31,

Net Income Attributable to Oil-Dri

$ 12,921 $ 12,382

Other Comprehensive (Loss) Income:

Postretirement expenses (net of tax)

( 26 ) ( 24 )

Cumulative translation adjustment ( 140 ) 194

Other Comprehensive (Loss) Income ( 166 ) 170

Total Comprehensive Income

$ 12,755 $ 12,552

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

OIL-DRI CORPORATION OF AMERICA

Consolidated Statements of Stockholders' Equity

(in thousands, except for share amounts, unaudited)

For the Three Months Ended October 31

For the Three Months Ended January 31

Number of Shares

Stock Treasury

Stock Additional

Capital Retained

Earnings Treasury

Stock Accumulated

Comprehensive

Stockholders’

Balance, October 31, 2023 19,792,720 ( 5,192,154 ) $ 1,979 $ 55,900 $ 209,585 $ ( 82,111 ) $ 563 $ 185,916

Net Income (Loss) — — — — 12,382 — — 12,382

Other Comprehensive Income — — — — — — 170 170

Dividends Declared — — — — ( 1,972 ) — — ( 1,972 )

Purchases of Treasury Stock — ( 24,746 ) — — — ( 1,703 ) — ( 1,703 )

Net issuance of stock under long-term incentive plans 13,000 ( 5,525 ) 1 213 — ( 215 ) — ( 1 )

Amortization of Restricted Stock — — — 1,246 — — — 1,246

Balance, January 31, 2024 19,805,720 ( 5,222,425 ) $ 1,980 $ 57,359 $ 219,995 $ ( 84,029 ) $ 733 $ 196,038

Balance, October 31, 2024 19,865,970 ( 5,270,270 ) $ 1,986 $ 61,755 $ 246,525 $ ( 87,001 ) $ 727 $ 223,992

Net Income — — — — 12,921 — — 12,921

Other Comprehensive Loss — — — — — — ( 166 ) ( 166 )

Dividends Declared — — — — ( 2,097 ) — — ( 2,097 )

Purchases of Treasury Stock — ( 4,419 ) — — — ( 180 ) — ( 180 )

Net issuance of stock under long-term incentive plans 475 ( 1,283 ) 1 50 — ( 51 ) — —

Amortization of Restricted Stock — — — 1,390 — — — 1,390

Balance, January 31, 2025 19,866,445 ( 5,275,972 ) $ 1,987 $ 63,195 $ 257,349 $ ( 87,232 ) $ 561 $ 235,860

For the Six Months Ended January 31

Number of Shares

Common & Class B Stock Treasury Stock Common & Class B Stock Additional Paid-In Capital Retained Earnings Treasury Stock Accumulated Other Comprehensive Income Total Stockholders' Equity

Balance, July 31, 2023 19,610,720 ( 5,176,325 ) $ 1,961 $ 54,778 $ 200,796 $ ( 81,207 ) $ 748 $ 177,076

Net Income — — — — 10,742 — — 10,742

Net Income (Loss) — — — — 23,124 — — 23,124

Other Comprehensive Loss — — — — — — ( 15 ) ( 15 )

3 unchanged sentences

Amortization of Restricted Stock — — — 2,354 — — — 2,354

Balance, October 31, 2023 11,329,279 ( 4,026,459 ) $ 1,133 $ 56,746 $ 209,585 $ ( 82,111 ) $ 563 $ 185,916

Balance, January 31, 2024 19,805,720 ( 5,222,425 ) $ 1,980 $ 57,359 $ 219,995 $ ( 84,029 ) $ 733 $ 196,038

Balance, July 31, 2024 19,825,170 ( 5,230,529 ) $ 1,982 $ 60,031 $ 232,247 $ ( 84,441 ) $ 769 $ 210,588

5 unchanged sentences

Amortization of Restricted Stock — — — 2,542 — — — 2,542

Balance, October 31, 2024 11,402,529 ( 4,104,575 ) $ 1,140 $ 62,601 $ 246,525 $ ( 87,001 ) $ 727 $ 223,992

Balance, January 31, 2025 19,866,445 ( 5,275,972 ) $ 1,987 $ 63,195 $ 257,349 $ ( 87,232 ) $ 561 $ 235,860

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

2 unchanged sentences

(in thousands, unaudited)

For the Three Months Ended October 31,

For the Six Months Ended January 31,

CASH FLOWS FROM OPERATING ACTIVITIES 2025 2024

22 unchanged sentences

Capital expenditures ( 17,806 ) ( 15,546 )

Acquisition of a business ( 115 ) —

Net Cash Used in Investing Activities ( 17,921 ) ( 15,546 )

7 unchanged sentences

Cash, Cash Equivalents and Restricted Cash, Beginning of Period

Cash, Cash Equivalents and Restricted Cash, End of Period $ 13,506 $ 29,579

24,481 31,754

Cash and Cash Equivalents, End of Period

$ 22,589 $ 27,800

The accompanying notes are an integral part of the Condensed Consolidated Financial Statements.

2 unchanged sentences

(in thousands, unaudited)

For the Three Months Ended October 31,

For the Six Months Ended January 31,

Supplemental disclosures:

Reconciliation of cash, cash equivalents and restricted cash

Cash and cash equivalents $ 12,506 $ 29,579

Restricted cash in prepaid expenses and other assets $ 1,000 $ —

Restricted Cash:

Beginning balance

Converted to unrestricted cash

$ ( 885 ) $ —

Final settlement of acquisition of Ultra Pet

$ ( 115 ) $ —

Ending balance

Other cash flows:

19 unchanged sentences

The unaudited Condensed Consolidated Financial Statements reflect all adjustments, consisting of normal recurring accruals and reclassifications which are, in the opinion of management, necessary for a fair presentation of the statements contained herein.

Operating results for the three months ended October 31, 2024 are not necessarily an indication of the results that may be expected for the fiscal year ending July 31, 2025.

Operating results for the three and six months ended January 31, 2025 are not necessarily an indication of the results that may be expected for the fiscal year ending July 31, 2025.

Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements.

These immaterial reclassifications had no effect on the previously reported net income.

On October 9, 2024, we announced that our Board of Directors (our "Board") approved a two -for-one stock split in the form of a stock dividend.

Stockholders of record as of the close of business on December 20, 2024 received a distribution of one additional share of Common Stock, par value $ 0.10 per share ("Common Stock"), for each share of Common Stock held by such stockholder and one additional share of Class B Stock, par value $ 0.10 per share ("Class B Stock"), for each share of Class B Stock held by such stockholder as of the record date.

The additional shares were distributed on January 3, 2025, and our Common Stock began trading on a post-split basis on January 6, 2025.

The stock split did not affect the par value of the Common Stock or Class B Stock, however, in order to implement the stock split, we amended our Certificate of Incorporation on December 11, 2024 to increase the number of authorized shares of Common Stock from 15 million to 30 million.

Proportionate adjustments were made to the number of shares that remain available for issuance pursuant to the Amended and Restated Oil-Dri Corporation of America 2006 Long Term Incentive Plan, as amended (the "2006 Plan"), as well as to the outstanding awards under the 2006 Plan.

Unless noted, all Common Stock and Class B Stock share and per share amounts contained in the unaudited Condensed Consolidated Financial Statements and management's discussion and analysis have been retroactively adjusted to reflect the stock split.

The impact to the Condensed Consolidated Balance Sheet and Condensed Consolidated Statements of Stockholders' Equity herein was an increase of $ 0.8 million to Common Stock and Class B Stock, with an offsetting decrease in Additional Paid-In-Capital, which has been retroactively adjusted for all periods presented.

The change in treasury shares reflects the stock split on shares held by wholly owned subsidiaries which are presented as treasury shares on a consolidated basis.

Management Use of Estimates

2 unchanged sentences

Estimates and assumptions about future events cannot be made with certainty.

All of our estimates and assumptions are revised periodically.

All our estimates and assumptions are revised periodically.

Actual results could differ from these estimates.

3 unchanged sentences

Trade Receivables.

We recognize trade receivables when control of finished products are transferred to our customers.

We recognize trade receivables when control of finished products is transferred to our customers.

We record an allowance for credit losses based on our expectations and a periodic review of our accounts receivable, including a review of the overall aging of accounts, consideration of customer credit risk, and analysis of facts and circumstances about specific accounts.

8 unchanged sentences

Interest expense may also be capitalized for assets that require a period of time to get them ready for their intended use.

These assets are carried at cost on the Consolidated Balance Sheets and are reviewed for possible impairment on an annual basis or when circumstances indicate impairment that an asset may become impaired.

We take into consideration idle and

underutilized equipment and review business plans for possible impairment.

These assets are carried at cost on the Condensed Consolidated Balance Sheet and are reviewed for possible impairment on an annual basis or when circumstances indicate that an asset may become impaired.

We take into consideration 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.

19 unchanged sentences

The reclamation liabilities are increased based on a yearly accretion charge over the estimated useful lives of the respective mines.

ASC 842, Leases , provides that a contract is, or contains, a lease if it conveys the right to control the use of an identified asset and, accordingly, a lease liability and a related right-of-use ("ROU") asset is recognized at the commencement date on our consolidated balance sheet.

As provided in ASC 842, we have elected not to apply these measurement and recognition requirements to short-term leases (i.e., leases with a term of 12 months or less).

Short-term leases will not be recorded as ROU assets or lease liabilities on our consolidated balance sheet, and the related lease payments will be recognized in net earnings on a straight-line basis over the lease term.

As provided in ASC 842, we have elected not to apply these measurements and recognition requirements to short-term leases (i.e., leases with a term of 12 months or less).

Short-term leases will not be recorded as ROU assets or lease liabilities on our Condensed Consolidated Balance Sheet, and the related lease payments will be recognized in net earnings on a straight-line basis over the lease term.

For leases other than short-term leases, the lease liability is equal to the present value of unpaid lease payments over the remaining lease term.

10 unchanged sentences

Some of our contracts may contain lease components as well as non-lease components, such as an agreement to purchase services.

As allowed under ASC 842, we have elected not to separate the lease components from non-lease components for all

asset classes and we will not allocate the contract consideration to these components.

As allowed under ASC 842, we have elected not to separate the lease components from non-lease components for all asset classes, and we will not allocate the contract consideration to these components.

This policy was applied to all existing leases upon adoption of ASC 842 and will be applied to new leases on an ongoing basis.

10 unchanged sentences

We recorded a

liability for these advance payments of $ 0.2 million as of both October 31, 2024 and July 31, 2024.

liability for these advance payments of $ 0.1 million as of January 31, 2025, and $ 0.2 million as of July 31, 2024.

This liability is reported in Other within Accrued Expenses on the unaudited Condensed Consolidated Balance Sheet.

There was $ 0.2 million revenue recognized during the three months ended October 31, 2024, that was included in the liability for advance payments at the beginning of the period.

There was $ 0.2 million revenue recognized during the six months ended January 31, 2025, that was included in the liability for advance payments at the beginning of the period.

We routinely commit to one-time or ongoing trade promotion programs directly with consumers, such as coupon programs, and with customers, such as volume discounts, cooperative marketing and other arrangements.

7 unchanged sentences

Other liabilities include the accruals for general expenses not yet paid, cash collected not yet vouchered, legal reserves, postretirement health benefit obligations, and reclamation liability accrual.

Current liabilities are due to be paid within the next 12 months.

Other noncurrent liabilities on the unaudited Condensed Consolidated Balance Sheet includes $ 4.8 million for the reclamation liability as of both October 31, 2024 and July 31, 2024 and $ 1.7 million for postretirement health benefit as of both October 31, 2024 and July 31, 2024, respectively.

liabilities are due to be paid within the next 12 months.

Other noncurrent liabilities on the unaudited Condensed Consolidated Balance Sheet include $ 4.9 million and $ 4.8 million for the reclamation liability as of January 31, 2025, and July 31, 2024, respectively, and $ 1.7 million for postretirement health benefit as of both January 31, 2025 and July 31, 2024.

New Accounting Pronouncements and Regulations.

22 unchanged sentences

We utilize the two-class method to report our earnings per share ("EPS").

The two-class method is an earnings allocation formula that determines earnings per share for each class of common stock according to dividends declared and participation rights in undistributed earnings.

The two-class method is an earnings allocation formula that determines EPS for each class of common stock according to dividends declared and participation rights in undistributed earnings.

Common Stock is entitled to cash dividends equal to at least 133.33 % on a per share basis of the cash dividend paid on Class B Stock.

In computing earnings per share, the Company has allocated dividends declared to shares of Common Stock and Class B Stock based on amounts actually declared for each class of stock and 33.33 % more of the undistributed earnings have been allocated to shares of Common Stock than to shares of Class B Stock on a per share basis.

In computing EPS, the Company has allocated dividends declared to shares of Common Stock and Class B Stock based on amounts declared for each class of stock and 33.33 % more of the undistributed earnings have been allocated to shares of Common Stock than to shares of Class B Stock on a per share basis.

Common Stock is entitled to one vote per share and Class B Stock is entitled to ten votes per share.

2 unchanged sentences

Basic EPS is computed by dividing net earnings, reduced for any distributed and undistributed earnings allocated to unvested restricted shares, by the weighted-average number of shares outstanding during the period for each class of common stock.

Diluted EPS, for each class of common stock, is computed by dividing net earnings by the weighted-average number of common shares and potential common shares outstanding during the period.

Dilution for Common Stock takes into consideration the effect of both unvested restricted shares and convertible shares of Class B Stock, if the effect is dilutive.

Dilution for Class B Stock takes into consideration the effect of unvested restricted shares, if the effect is dilutive.

Diluted EPS for Common Stock is derived utilizing the most dilutive result of the if-converted, treasury stock and two-class methods.

In our case, the if-converted method is more dilutive than the two-class method and because our unvested restricted stock participates in dividends and is therefore anti-dilutive the treasury stock method does not apply.

For Class B Stock, diluted EPS is derived utilizing the two-class method since, as with our Common Stock, our unvested restricted stock participates in dividends and is therefore anti-dilutive, making the treasury stock method inapplicable.

The reverse treasury stock method is also inapplicable to both classes as we have no obligation to repurchase our common stock.

In both methods, diluted EPS is computed by dividing net earnings by the weighted-average number of shares and potential shares outstanding during the period, taking into consideration different potential shares outstanding based on the method used.

Dilution for Common Stock takes into consideration the effect of both unvested restricted shares and convertible shares of Class B Stock, unless such shares are anti-dilutive, in which case they are not considered.

Dilution for Class B Stock takes into consideration the effect of unvested restricted shares, unless such shares are anti-dilutive, in which case they are not considered.

Below is a reconciliation of the calculation of basic and diluted EPS.

For the Three Months Ended October 31, 2024

(in thousands, except for per share data)

Total Common Class B

For the Six Months Ended January 31, 2025 For the Six Months Ended January 31, 2024

(in thousands, except for per share data) (in thousands, except for per share data)

Total Common Class B Total Common Class B

Net income $ 29,297 $ 22,316 $ 6,981 $ 23,124 $ 17,597 $ 5,527

5 unchanged sentences

Effect of dilution - Net Income (1)

$ 6,495 $ — $ 5,093 $ —

Net income assuming dilution (Numerator) $ 27,885 $ 6,495 $ 21,785 $ 5,093

Effect of dilution - Shares (1)

3,986 $ — 3,943 $ —

Shares assuming dilution (Denominator) 13,856 $ 3,986 13,655 $ 3,943

Diluted EPS $ 2.01 $ 1.63 $ 1.60 $ 1.29

(1) The impact of 131,525 shares of unvested Common Stock and 62,663 shares of unvested Class B Stock was anti-dilutive therefore not included in the calculation of diluted EPS

For the Three Months Ended October 31, 2023

(in thousands, except for per share data)

Total Common Class B

(1) The impact of 254,192 unvested shares of Common Stock and 116,949 unvested shares of Class B Stock was anti-dilutive therefore not included in the calculation of diluted EPS for the six months ended January 31, 2025.

The impact of 368,382 unvested shares of Common Stock and 93,487 unvested shares of Class B Stock was anti-dilutive, and therefore not included in the calculation of diluted EPS for the six months ended January 31, 2024.

For the Three Months Ended January 31, 2025 For the Three Months Ended January 31, 2024

(in thousands, except for per share data) (in thousands, except for per share data)

Total Common Class B Total Common Class B

Net income $ 12,921 $ 9,855 $ 3,066 $ 12,382 $ 9,415 $ 2,967

5 unchanged sentences

Effect of dilution - Net Income (1)

$ 2,874 $ — $ 2,722 $ —

Net income assuming dilution (Numerator) $ 12,323 $ 2,874 $ 11,684 $ 2,722

Effect of dilution - Shares (1)

4,004 $ — 3,955 $ —

Shares assuming dilution (Denominator) 13,899 $ 4,004 13,721 $ 3,955

Diluted EPS $ 0.89 $ 0.72 $ 0.85 $ 0.69

(1) The impact of 210,675 shares of unvested Common Stock and 54,370 shares of unvested Class B Stock was anti-dilutive therefore not included in the calculation of diluted EPS

(1) The impact of 250,151 unvested shares of Common Stock and 105,024 unvested shares of Class B Stock was anti-dilutive therefore not included in the calculation of diluted EPS for the three months ended January 31, 2025.

The impact of 317,055 unvested shares of Common Stock and 78,349 unvested shares of Class B Stock was anti-dilutive, and therefore not included in the calculation of diluted EPS for the three months ended January 31, 2024.

The composition of inventories is as follows (in thousands):

8 unchanged sentences

These reserves are based upon a combination of factors including historical issues and market trends.

Inventory reserves were $ 3.7 million and $ 3.8 million as of October 31, 2024 and July 31, 2024, respectively.

Inventory reserves were $ 3.6 million and $ 3.8 million as of January 31, 2025 and July 31, 2024, respectively.

FAIR VALUE MEASUREMENTS

6 unchanged sentences

Cash equivalents are classified as Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets.

These cash instruments are primarily money market funds and are included in cash and cash equivalents on the Consolidated Balance Sheets.

We had $ 0.9 million in cash equivalents as of October 31, 2024 and $ 3.0 million in cash equivalents as of July 31, 2024.

Balances of accounts receivable, short-term investments and accounts payable approximated their fair values at October 31, 2024 and July 31, 2024 due to the short maturity and nature of those balances.

These cash instruments are primarily money market funds and are included in cash and cash equivalents on the Condensed Consolidated Balance Sheet.

We had $ 0.9 million in cash equivalents as of January 31, 2025 and $ 3.0 million in cash equivalents as of July 31, 2024.

Balances of accounts receivable, short-term investments and accounts payable approximated their fair values at January 31, 2025 and July 31, 2024 due to the short maturity and nature of those balances.

Debt is reported at outstanding face value, less unamortized debt issuance costs.

The estimated fair value of debt, including current maturities, was $ 47.1 million and $ 51.1 million as of October 31, 2024 and July 31, 2024, respectively.

The estimated fair value of debt, including current maturities, was $ 40.4 million and $ 51.1 million as of January 31, 2025 and July 31, 2024, respectively.

The fair value was estimated using the exit price notion of fair value and is classified as Level 2.

See Note 8 of the Notes to the Consolidated Financial Statements for further information about such debt.

See Note 8 of the Notes to the unaudited Condensed Consolidated Financial Statements for further information about such debt.

We apply fair value techniques on at least an annual basis associated with:

5 unchanged sentences

("Ultra Pet"), the components of which were $ 20.4 million of customer list, $ 5.2 million of trade name and $ 11.8 million of goodwill.

During the first quarter of fiscal year 2025 we recognized a measurement period adjustment as a result of our acquisition of Ultra Pet, which increased our goodwill by $ 0.2 million.

We amortize customer lists and patents on a straight-line basis over periods ranging from 18 to 20 years.

During fiscal year 2025, we recognized a measurement period adjustment as a result of our acquisition of Ultra Pet, which increased our goodwill by $ 0.3 million.

We amortize customer lists on a straight-line basis over a useful life of 18 years and patents on a straight-line basis over periods ranging from 11 to 20 years.

Estimated intangible amortization for fiscal year 2025 is $ 1.2 million.

4 unchanged sentences

2025 July 31,

Payables $ 9,522 $ 11,586

Salaries, Wages, Commissions and Employee Benefits $ 11,961 $ 20,711

Taxes 4,352 1,736

Payables 7,797 11,586

Freight 4,578 2,928

Trade Promotions and Advertising

Other 2,087 3,104

Taxes 1,067 1,736

Georgia Landfill Modification Reserve

Other 1,725 3,104

$ 30,732 $ 44,016

6 unchanged sentences

Work began on the modifications during fiscal year 2024.

During the first quarter of fiscal year 2025, we increased the total estimated cost by $ 0.4 million resulting in a total $ 3.5 million expense related to this matter.

During fiscal year 2025, we increased the total estimated cost by $ 0.6 million resulting in a total $ 3.7 million expense related to this matter.

The modification work is expected to be completed during fiscal year 2025.

3 unchanged sentences

("Prudential") and certain existing noteholders and purchasers affiliated with Prudential named therein.

Pursuant to the Note Agreement, (i) on May 15, 2020 we issued $ 10 million in aggregate principal amount of our 3.95 % Series

B Senior Notes due May 15, 2030 , of which $ 6 million aggregate principal amount remained outstanding as of October 31, 2024, (ii) on December 16, 2021 , we issued an additional $ 25 million in aggregate principal amount of our 3.25 % Series C Senior Notes due December 16, 2031 , all of which remained outstanding as of October 31, 2024, and (iii) on April 30, 2024 we issued $ 10 million in aggregate principal amount of our 6.47 % Series D Senior Notes due April 30, 2033 , all of which remained outstanding as of October 31, 2024.

The Note Agreement also provides us with the ability to request, from time to time, that Prudential affiliate(s) purchase, at Prudential’s discretion and on an uncommitted basis, additional senior unsecured notes of Oil-Dri (the “Shelf Notes,” and collectively with the Series A Senior Notes, Series B Senior Notes, Series C Senior Notes, and Series D Senior Notes, the “Notes”) in an aggregate principal amount of up to $ 75 million minus the aggregate principal amount of Notes then outstanding and Shelf Notes that have been accepted for purchase.

Pursuant to the Note Agreement, (i) on May 15, 2020 , we issued $ 10 million in aggregate principal amount of our 3.95 % Series B Senior Notes due May 15, 2030 (the "Series B Senior Notes"), of which $ 6 million aggregate principal amount remained outstanding as of January 31, 2025, (ii) on December 16, 2021 , we issued an additional $ 25 million in aggregate principal amount of our 3.25 % Series C Senior Notes due December 16, 2031 (the "Series C Senior Notes"), all of which remained outstanding as of January 31, 2025, and (iii) on April 30, 2024 we issued $ 10 million in aggregate principal amount of our 6.47 % Series D Senior Notes due April 30, 2033 (the "Series D Senior Notes"), all of which remained outstanding as of January 31, 2025.

The Note Agreement also provides us with the ability to request, from time to time, that Prudential affiliate(s) purchase, at Prudential’s discretion and on an uncommitted basis, additional senior unsecured notes of Oil-Dri (the “Shelf Notes,” and collectively with the Series B Senior Notes, Series C Senior Notes, and Series D Senior Notes, the “Notes”) in an aggregate principal amount of up to $ 75 million minus the aggregate principal amount of Notes then outstanding and Shelf Notes that have been accepted for purchase.

Interest payable on any Shelf Note agreed to be purchased under the Note Agreement will be at a rate determined by Prudential and will mature no more than fifteen years after the date of original issue of such Shelf Note.

7 unchanged sentences

The Eighth Amendment amends the Credit Agreement to, among other things:

increase the amount the Company may borrow from BMO from time to time pursuant to its revolving line of credit from up to $ 45 million to up to $ 75 million and to increase the aggregate maximum amount of letters of credit from up to $ 10 million to up to $ 20 million;

add an accordion provision to allow the Company to increase the revolving line of credit by up to an additional $ 50 million, subject to the terms and conditions set forth in the Eighth Amendment;

extend the termination date to September 30, 2029 ;

and increase certain restrictive covenant thresholds, including but not limited to, an increase to the permitted acquisitions threshold in the restricted covenants from a cumulative total of $ 45 million to $ 100 million.

As of October 31, 2024, and July 31, 2024, we were in compliance with the covenants.

There were no new borrowings during the first quarter of fiscal year 2025, however, on October 30, 2024 we elected to pay down $ 5 million of our total borrowings under the Credit Agreement.

As of October 31, 2024 we had $ 5 million drawn at a 6.66 % interest rate.

We also had $ 2.9 million of letters of credit outstanding under the Credit Agreement as of both October 31, 2024 and July 31, 2024.

The Credit Agreement states that we may select a variable interest rate based on either the BMO prime rate or an adjusted SOFR-based rate, plus a margin that varies depending on our debt to earnings ratio, or a fixed rate as agreed between us and BMO.

As of October 31, 2024, the variable rates would have been 8.00 % for the BMO prime-based rate or 5.81 % for the adjusted SOFR-based rate.

(i) increase the amount the Company may borrow from BMO from time to time pursuant to its revolving line of credit from up to $ 45 million to up to $ 75 million;

(ii) increase the aggregate maximum amount of letters of credit from up to $ 10 million to up to $ 20 million;

(iii) add an accordion provision to allow the Company to increase the revolving line of credit by up to an additional $ 50 million, subject to the terms and conditions set forth in the Eighth Amendment;

(iv) extend the termination date to September 30, 2029 ;

and (v) increase certain restrictive covenant thresholds, including but not limited to, an increase to the permitted acquisitions threshold in the restricted covenants from a cumulative total of $ 45 million to $ 100 million.

As of January 31, 2025, and July 31, 2024, we were in compliance with the restrictive covenants under the Credit Agreement.

There were no new borrowings during the second quarter of fiscal year 2025;

however, during the first half of fiscal year 2025 we elected to pay down $ 10 million of our borrowings under the Credit Agreement.

As of January 31, 2025, we do not have any outstanding borrowings under the Credit Agreement.

We had $ 2.9 million of letters of credit outstanding under the Credit Agreement as of both January 31, 2025 and July 31, 2024.

The Credit Agreement states that we may select a variable interest rate based on either the Bank of Montreal ("BMO") prime rate or an adjusted Secured Overnight Financing ("SOFR")-based rate, plus a margin that varies depending on our debt to earnings ratio, or a fixed rate as agreed between us and BMO.

As of January 31, 2025, the variable rates would have been 7.50 % for the BMO prime-based rate or 5.55 % for the adjusted SOFR-based rate.

We have operating leases primarily for real estate properties, including corporate headquarters, customer service and sales offices, manufacturing and packaging facilities, warehouses, and research and development facilities, as well as for rail tracks, railcars and office equipment.

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Further information about our accounting policy for leases is included in Note 1 of the Notes to the unaudited Condensed Consolidated Financial Statements.

We have no material finance leases, and variable costs for operating leases are immaterial for the three months ended October 31, 2024.

Operating lease costs are included in Cost of Goods Sold or SG&A expenses based on the nature of the lease.

We have no material finance leases, and variable costs for operating leases are immaterial for the six months ended January 31, 2025.

Operating lease costs are included in Cost of Goods Sold or SG&A expenses in the unaudited Condensed Consolidated Statements of Operations based on the nature of the lease.

The following table summarizes total lease costs for our operating leases (in thousands):

For the Three Months Ended October 31,

For the Three Months Ended January 31, For the Six Months Ended January 31,

2025 2024 2025 2024

Operating lease cost $ 1,369 $ 1,084 $ 2,739 $ 1,630

Short-term operating lease cost $ 347 $ 481 $ 707 $ 1,023

Supplemental cash flow information related to leases was as follows (in thousands):

For the Three Months Ended October 31,

For the Three Months Ended January 31, For the Six Months Ended January 31,

2025 2024 2025 2024

Cash paid for amounts included in the measurement of operating lease liabilities:

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Other supplemental balance sheet information related to leases was as follows:

October 31, 2024 July 31, 2024

January 31, 2025 July 31, 2024

Weighted-average remaining lease term - operating leases 5.1 years 5.4 years

Weighted-average discount rate - operating leases 5.11 % 5.10 %

Lease liability maturities as of October 31, 2024, are as follows (in thousands):

Fiscal year 2025 (remaining nine months) $ 4,061

Lease liability maturities as of January 31, 2025, are as follows (in thousands):

Fiscal year 2025 (remaining six months) $ 2,681

Fiscal year 2026 4,724

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(1) Retail and Wholesale Products Group and (2) Business to Business Products Group.

These operating segments are managed separately and each segment's major customers have different characteristics.

The Retail and Wholesale Products Group is comprised of our Cat Litter and Industrial and Sports Products and the Business to Business Products Group is comprised of our Agricultural and Horticultural, Fluids Purification, and Animal Health & Nutrition Products.These operating segments are managed separately, and each segment's major customers have different characteristics.

The Retail and Wholesale Products Group customers include mass merchandisers, the farm and fleet channel, drugstore chains, pet specialty retail outlets, dollar stores, retail grocery stores, distributors of industrial cleanup and automotive products, environmental service companies, sports field product users and marketers of consumer products.

The Business to Business Products Group customers include:

processors and refiners of edible oils, renewable diesel, petroleum-based oils and biodiesel fuel, manufacturers of animal feed and agricultural chemicals, and distributors of animal health and nutrition products.

The Business to Business Products Group customers include processors and refiners of edible oils, renewable diesel, petroleum-based oils and biodiesel fuel, manufacturers of animal feed and agricultural chemicals, and distributors of animal health and nutrition products.

Our operating segments are also our reportable segments.

2 unchanged sentences

Business to Business Products Group Retail and Wholesale Products Group

For the Three Months Ended October 31,

For the Six Months Ended January 31,

Product 2025 2024 2025 2024

5 unchanged sentences

Net Sales $ 91,831 $ 75,395 $ 153,028 $ 141,711

Business to Business Products Group Retail and Wholesale Products Group

For the Three Months Ended January 31,

Product 2025 2024 2025 2024

Cat Litter $ — $ — $ 63,237 $ 59,326

Industrial and Sports — — 10,261 10,108

Agricultural and Horticultural 9,175 9,278 — —

Fluids Purification 26,512 22,709 — —

Animal Health & Nutrition 7,729 4,247 — —

Net Sales $ 43,416 $ 36,234 $ 73,498 $ 69,434

We do not rely on any segment asset allocations, and we do not consider them meaningful because of the shared nature of our production facilities;

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The asset allocation is estimated and is not a measure used by our chief operating decision maker about allocating resources to the operating segments or in assessing their performance.

October 31, 2024 July 31, 2024

January 31, 2025 July 31, 2024

(in thousands)

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The corporate expenses line includes certain unallocated expenses, including primarily salaries, wages and benefits, purchased services, rent, utilities and depreciation and amortization associated with corporate functions such as information systems, finance, legal, human resources and customer service.

For the Three Months Ended October 31,

For the Six Months Ended January 31,

Net Sales Income

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Net Income $ 29,297 $ 23,124

For the Three Months Ended January 31,

Net Sales Income

2025 2024 2025 2024

(in thousands)

Business to Business Products Group $ 43,416 $ 36,234 $ 14,322 $ 10,985

Retail and Wholesale Products Group 73,498 69,434 11,328 11,877

Net Sales $ 116,914 $ 105,668

Corporate Expenses ( 8,168 ) ( 7,697 )

Income from Operations 17,482 15,165

Total Other Expenses, Net ( 1,222 ) ( 483 )

Income before Income Taxes 16,260 14,682

Income Tax Expense ( 3,339 ) ( 2,300 )

Net Income $ 12,921 $ 12,382

STOCK-BASED COMPENSATION

The Amended and Restated Oil-Dri Corporation of America 2006 Long Term Incentive Plan, as amended (the "2006 Plan"), permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based and cash-based awards.

The 2006 Plan permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards and other stock-based and cash-based awards.

Our employees and outside directors are eligible to receive grants under the 2006 Plan.

The total number of shares of stock subject to grants under the 2006 Plan may not exceed 3,439,000 .

As of October 31, 2024, there were 560,724 shares of Common Stock or Class B Stock available for future grants under this plan.

As of January 31, 2025, there were 1,126,883 shares of Common Stock or Class B Stock available for future grants under this plan.

Restricted Stock

All of our non-vested restricted stock as of October 31, 2024 was issued under the 2006 Plan with vesting periods generally between one and five years .

We determined the fair value of restricted stock as of the grant date.

All of our non-vested restricted shares as of January 31, 2025 were issued under the 2006 Plan with vesting periods generally between one and five years .

We determined the fair value of restricted shares as of the grant date.

We recognize the related compensation expense over the period from the date of grant to the date the shares vest.

There were 40,800 and 57,000 restricted shares of Common Stock granted during the three months ended October 31, 2024 and 2023, respectively.

There were no restricted shares of Class B Stock granted during the three months ended October 31, 2024 and 125,000 in the three months ended October 31, 2023.

Stock-based compensation expense was $ 0.9 million and $ 0.8 million for the three months ended October 31, 2024 and 2023, respectively.

There were 82,550 and 140,000 restricted shares of Common Stock granted during the six months ended January 31, 2025 and 2024, respectively.

There were no restricted shares of Class B Stock granted during the six months ended January 31, 2025 and 250,000 restricted shares of Class B Stock granted during the six months ended January 31, 2024.

Stock-based compensation

expense was $ 1.1 million and $ 1.0 million for the three months ended January 31, 2025 and 2024, respectively, and $ 1.9 million and $ 1.8 million for the six months ended January 31, 2025 and 2024, respectively.

A summary of restricted stock transactions is shown below:

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Forfeitures ( 23 ) $ 27.24

Non-vested restricted stock outstanding at October 31, 2024 350 $ 53.75

Non-vested restricted stock outstanding at January 31, 2025 683 $ 27.10

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table summarizes the changes in accumulated other comprehensive income (loss) by component as of October 31, 2024 (in thousands):

The following table summarizes the changes in accumulated other comprehensive income (loss) by component as of January 31, 2025 (in thousands):

Postretirement Health Benefits Cumulative Translation Adjustment Total Accumulated Other Comprehensive Income (Loss)

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Net current-period other comprehensive (loss) income, net of tax ( 47 ) ( 161 ) ( 208 )

Balance as of October 31, 2024 $ 1,055 $ ( 328 ) $ 727

Balance as of January 31, 2025 $ 1,029 $ ( 468 ) $ 561

RELATED PARTY TRANSACTIONS

One member of our Board is currently the President and Chief Executive Officer of one of our vendors.

Total payments to this vendor for fees and cost reimbursements were $ 0.3 million and $ 0.1 million for the first three months of fiscal years 2025 and 2024, respectively.

There were $ 0.1 million of outstanding accounts payable due to that vendor as of both October 31, 2024 and July 31, 2024.

Total payments to this vendor for fees and cost reimbursements were $ 0.2 million and $ 0.4 million for the three months ended January 31, 2025 and January 31, 2024, respectively, and $ 0.5 million for the first six months of both fiscal years 2025 and 2024.

There were no outstanding accounts payable due to that vendor as of January 31, 2025 and $ 0.1 million in outstanding accounts payable due as of July 31, 2024.

One member of our Board retired from the role of President and Chief Executive Officer of one of our customers on September 28, 2019, and is currently party to a post-employment consulting agreement with this customer.

Total sales to that customer, including sales to its subsidiaries, were $ 0.1 million for the first three months of both fiscal years 2025 and 2024.

There were no outstanding amounts due from that customer as of either October 31, 2024 or July 31, 2024.

Total sales to that customer, including sales to its subsidiaries, were $ 0.1 million for the three months ended January 31, 2025.

There were no sales to that customer for the three months ended January 31, 2024.

Total sales to that customer, including sales to its subsidiaries, were $ 0.2 million and $ 0.1 million for the first six months of fiscal years 2025 and 2024, respectively.

There were no outstanding amounts due from that customer as of either January 31, 2025 or July 31, 2024.

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-Q

Item 1. Financial Statements