What changed in this filing

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Item 1. Financial Statements

2025-06-05 compared with 2025-03-11 · 107 added, 104 removed, 564 unchanged (27% of the section changed)

3 unchanged sentences

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

ASSETS January 31,

ASSETS April 30,

2025 July 31,

2 unchanged sentences

Accounts receivable, net of allowances

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

of $ 1,370 and $ 934 at April 30, 2025 and July 31, 2024, respectively

65,517 62,171

5 unchanged sentences

Trademarks, trade names and patents, net of accumulated amortization

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

of $ 664 and $ 625 at April 30, 2025 and July 31, 2024, respectively

Customer list, net of accumulated amortization

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

of $ 8,996 and $ 8,149 at April 30, 2025 and July 31, 2024, respectively

19,189 20,036

8 unchanged sentences

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

LIABILITIES & STOCKHOLDERS’ EQUITY January 31,

LIABILITIES & STOCKHOLDERS’ EQUITY April 30,

2025 July 31,

8 unchanged sentences

Long-term debt, net of unamortized debt issuance costs

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

of $ 193 and $ 226 at April 30, 2025 and July 31, 2024, respectively

39,807 49,774

6 unchanged sentences

Stockholders’ Equity

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

Common Stock, par value $ .10 per share, issued 15,269,261 shares at April 30, 2025

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

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

Class B Stock, par value $ .10 per share, issued 4,650,484 shares at April 30, 2025

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

3 unchanged sentences

Less Treasury Stock, at cost ( 4,897,289 Common and 380,628 Class B shares at

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

April 30, 2025 and 4,867,880 Common and 362,649 Class B shares at July 31, 2024)

( 87,309 ) ( 84,441 )

5 unchanged sentences

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

For the Six Months Ended January 31,

For the Nine Months Ended April 30,

Net Sales $ 360,360 $ 323,885

28 unchanged sentences

(in thousands, unaudited)

For the Six Months Ended January 31,

For the Nine Months Ended April 30,

Net Income $ 40,941 $ 30,901

9 unchanged sentences

(in thousands, except for share amounts, unaudited)

For the Three Months Ended January 31,

For the Three Months Ended April 30,

Net Sales $ 115,501 $ 106,779

7 unchanged sentences

Other, net 770 ( 200 )

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

Total Other Income (Expense), Net

Income Before Income Taxes 14,248 10,138

21 unchanged sentences

(in thousands, unaudited)

For the Three Months Ended January 31,

For the Three Months Ended April 30,

Net Income Attributable to Oil-Dri

$ 11,644 $ 7,777

Other Comprehensive (Loss) Income:

Other Comprehensive Income (Loss):

Postretirement expenses (net of tax)

1 unchanged sentence

Cumulative translation adjustment 214 ( 14 )

Other Comprehensive (Loss) Income ( 166 ) 170

Other Comprehensive Income (Loss)

Total Comprehensive Income

2 unchanged sentences

OIL-DRI CORPORATION OF AMERICA

Consolidated Statements of Stockholders' Equity

Condensed Consolidated Statements of Stockholders' Equity

(in thousands, except for share amounts, unaudited)

For the Three Months Ended January 31

For the Three Months Ended April 30

Number of Shares

6 unchanged sentences

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

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

Net Income — — — — 7,777 — — 7,777

Other Comprehensive Loss — — — — — — ( 35 ) ( 35 )

Dividends Declared — — — — ( 1,954 ) — — ( 1,954 )

2 unchanged sentences

Amortization of Restricted Stock — — — 1,237 — — — 1,237

Balance, April 30, 2024 19,808,720 ( 5,224,326 ) $ 1,981 $ 58,603 $ 225,818 $ ( 84,151 ) $ 698 $ 202,949

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

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

Net Income — — — — 11,644 — — 11,644

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

Other Comprehensive Income — — — — — — 190 190

Dividends Declared — — — — ( 2,104 ) — — ( 2,104 )

2 unchanged sentences

Amortization of Restricted Stock — — — 1,338 — — — 1,338

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

Balance, April 30, 2025 19,919,745 ( 5,277,917 ) $ 1,992 $ 64,536 $ 266,889 $ ( 87,309 ) $ 751 $ 246,859

For the Nine Months Ended April 30

Number of Shares

7 unchanged sentences

Amortization of Restricted Stock — — — 3,591 — — — 3,591

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

Balance, April 30, 2024 19,808,720 ( 5,224,326 ) $ 1,981 $ 58,603 $ 225,818 $ ( 84,151 ) $ 698 $ 202,949

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 — — — 3,880 — — — 3,880

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

Balance, April 30, 2025 19,919,745 ( 5,277,917 ) $ 1,992 $ 64,536 $ 266,889 $ ( 87,309 ) $ 751 $ 246,859

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

2 unchanged sentences

(in thousands, unaudited)

For the Six Months Ended January 31,

For the Nine Months Ended April 30,

CASH FLOWS FROM OPERATING ACTIVITIES 2025 2024

22 unchanged sentences

Capital expenditures ( 24,483 ) ( 23,717 )

Proceeds from sale of property, plant and equipment 89 181

Acquisition of a business ( 115 ) —

1 unchanged sentence

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of notes payable — 10,000

Payments on revolving credit facility ( 10,000 ) —

1 unchanged sentence

Purchases of treasury stock ( 2,233 ) ( 2,690 )

Net Cash Used in Financing Activities ( 16,358 ) ( 6,464 )

Net Cash (Used in) Provided by Financing Activities ( 18,523 ) 1,462

Effect of exchange rate changes on cash and cash equivalents 38 212

Net Decrease in Cash and Cash Equivalents ( 1,892 ) ( 3,954 )

Net Increase in Cash and Cash Equivalents 11,994 15,067

Cash, Cash Equivalents and Restricted Cash, Beginning of Period

6 unchanged sentences

(in thousands, unaudited)

For the Six Months Ended January 31,

For the Nine Months Ended April 30,

Supplemental disclosures:

27 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 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.

Operating results for the three and nine months ended April 30, 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.

5 unchanged sentences

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.

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

The impact on the unaudited Condensed Consolidated Balance Sheet and unaudited 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.

19 unchanged sentences

Major improvements are capitalized, while maintenance and repairs that do not extend the useful life of the applicable assets are expensed as incurred.

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

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

These assets are carried at cost on the unaudited 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.

20 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 Condensed Consolidated Balance Sheet.

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.

Short-term leases will not be recorded as ROU assets or lease liabilities on our unaudited 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.

The lease term may reflect options to extend or terminate the lease when it is reasonably certain that such options will be exercised.

To determine the present value of the lease liability, we used an incremental borrowing rate, which is defined as the rate of interest we would have to pay to borrow (on a collateralized basis over a similar term) an amount equal to the lease payments in similar economic environments.

To determine the present value of the lease liability, we use an incremental borrowing rate, which is defined as the rate of interest we would have to pay to borrow (on a collateralized basis over a similar term) an amount equal to the lease payments in similar economic environments.

The ROU asset is based on the corresponding lease liability adjusted for certain costs such as initial direct costs, prepaid lease payments and lease incentives received.

12 unchanged sentences

Our performance obligation generally consists of the promise to sell finished products to wholesalers, distributors and retailers or consumers and our obligations have an original duration of one year or less.

Control of the finished products are transferred upon shipment to, or receipt at, customers' locations, as determined by the specific terms of the contract.

Control of the finished products are transferred upon shipment to, or receipt by customers, as determined by the specific terms of the contract.

We have completed our performance obligation when control is transferred, and we recognize revenue accordingly.

5 unchanged sentences

We recorded a

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

liability for these advance payments of $ 0.6 million as of April 30, 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 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.

There was $ 0.2 million revenue recognized during the nine months ended April 30, 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 also with customers, such as volume discounts, cooperative marketing and other arrangements.

We estimate and accrue the expected costs of these programs.

6 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.

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.

Current 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 April 30, 2025, and July 31, 2024, respectively, and $ 1.8 million and $ 1.7 million for postretirement health benefit as of April 30, 2025, and July 31, 2024, respectively.

New Accounting Pronouncements and Regulations.

Recently Issued Accounting Standards Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2023-09, "Income Taxes (Topic 740):

Improvements to Income Tax Disclosures." These amendments primarily require enhanced disclosures and disaggregation of income tax information by jurisdiction in the annual income tax reconciliation and quantitative disclosures regarding income taxes paid.

These amendments are to be applied prospectively, with the option to apply the standard retrospectively, for annual periods beginning after December 15, 2024.

Early adoption is permitted.

We are currently evaluating the impact that the adoption of this guidance will have on our disclosures.

In November 2023, the FASB issued ASU No.

In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2023-07, "Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures." These amendments primarily require enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss.

Improvements to Reportable Segment Disclosures." ("ASU No.

2023-07") These amendments primarily require enhanced disclosures about significant segment expenses regularly provided to the chief operating decision maker and are included within each reported measure of segment profit or loss.

In addition, ASU No.

2 unchanged sentences

We are currently evaluating the impact that the adoption of this guidance will have on our disclosures.

In December 2023, the FASB issued ASU No.

2023-09, "Income Taxes (Topic 740):

These amendments are to be applied prospectively, with the option to apply the standard retrospectively, for annual periods beginning after December 15, 2024.

Early adoption is permitted.

We are currently evaluating the impact that the adoption of this guidance will have on our disclosures.

In November 2024, the FASB issued ASU No.

18 unchanged sentences

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.

In both the if-converted and two-class 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.

1 unchanged sentence

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

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

For the Nine Months Ended April 30, 2025 For the Nine Months Ended April 30, 2024

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

13 unchanged sentences

Diluted EPS $ 2.81 $ 2.28 $ 2.13 $ 1.72

(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

(1) The impact of 259,469 unvested shares of Common Stock and 124,187 unvested shares of Class B Stock were anti-dilutive therefore not included in the calculation of diluted EPS for the nine months ended April 30, 2025.

The impact of 332,870 unvested shares of Common Stock and 100,090 unvested shares of Class B Stock were anti-dilutive, and therefore not included in the calculation of diluted EPS for the nine months ended April 30, 2024.

For the Three Months Ended April 30, 2025 For the Three Months Ended April 30, 2024

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

13 unchanged sentences

Diluted EPS $ 0.80 $ 0.65 $ 0.53 $ 0.43

(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.

(1) The impact of 268,920 unvested shares of Common Stock and 132,528 unvested shares of Class B Stock were anti-dilutive therefore not included in the calculation of diluted EPS for the three months ended April 30, 2025.

The impact of 267,968 unvested shares of Common Stock and 113,652 unvested shares of Class B Stock were anti-dilutive, and therefore not included in the calculation of diluted EPS for the three months ended April 30, 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 $ 3.6 million and $ 3.8 million as of January 31, 2025 and July 31, 2024, respectively.

Inventory reserves were $ 3.8 million as of both April 30, 2025, and July 31, 2024.

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 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.

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

We had $ 6.9 million in cash equivalents as of April 30, 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 as of April 30, 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 $ 40.4 million and $ 51.1 million as of January 31, 2025 and July 31, 2024, respectively.

The estimated fair value of debt, including current maturities, was $ 41.1 million and $ 51.1 million as of April 30, 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.

13 unchanged sentences

ACCRUED EXPENSES

Accrued expenses is as follows (in thousands):

Accrued expenses are as follows (in thousands):

2025 July 31,

20 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 (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.

outstanding as of April 30, 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 April 30, 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 April 30, 2025.

The Note Agreement also provides us with the ability to request, from time to time until September 21, 2026 , 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.

On September 21, 2023, the Company entered into Amendment No.

4 to the Note Agreement extending the time frame for issuing and selling Shelf Notes to September 21, 2026 .

We are party to the Credit Agreement, dated as of January 27, 2006 (as previously amended, the “Credit Agreement”), among us, BMO Harris Bank N.A (“BMO”), and certain of our domestic subsidiaries.

We are party to the Credit Agreement, dated as of January 27, 2006 (as previously amended, the “Credit Agreement”), among us, BMO Harris Bank N.A (“BMO Bank”), and certain of our domestic subsidiaries.

The Credit Agreement provides for a $ 75 million unsecured revolving credit facility, including a maximum of $ 20 million for letters of credit.

3 unchanged sentences

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

(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;

(i) increase the amount the Company may borrow from BMO Bank 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;

2 unchanged sentences

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;

As of April 30, 2025, and July 31, 2024, we were in compliance with the restrictive covenants under the Credit Agreement.

There were no new borrowings during the third 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.

As of April 30, 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 April 30, 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.

As of April 30, 2025, the variable rates would have been 7.50 % for the BMO prime-based rate or 5.52 % 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.

2 unchanged sentences

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 six months ended January 31, 2025.

We have no material finance leases, and variable costs for operating leases are immaterial for the nine months ended April 30, 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 January 31, For the Six Months Ended January 31,

For the Three Months Ended April 30, For the Nine Months Ended April 30,

2025 2024 2025 2024

2 unchanged sentences

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

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

For the Three Months Ended April 30, For the Nine Months Ended April 30,

2025 2024 2025 2024

4 unchanged sentences

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

January 31, 2025 July 31, 2024

April 30, 2025 July 31, 2024

Weighted-average remaining lease term - operating leases 5.0 years 5.4 years

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

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

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

Lease liability maturities as of April 30, 2025, are as follows (in thousands):

Fiscal year 2025 (remaining three months) $ 1,255

Fiscal year 2026 4,725

8 unchanged sentences

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

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.

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.

4 unchanged sentences

Business to Business Products Group Retail and Wholesale Products Group

For the Six Months Ended January 31,

For the Nine Months Ended April 30,

Product 2025 2024 2025 2024

6 unchanged sentences

Business to Business Products Group Retail and Wholesale Products Group

For the Three Months Ended January 31,

For the Three Months Ended April 30,

Product 2025 2024 2025 2024

9 unchanged sentences

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.

January 31, 2025 July 31, 2024

April 30, 2025 July 31, 2024

(in thousands)

5 unchanged sentences

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 Six Months Ended January 31,

For the Nine Months Ended April 30,

Net Sales Income

10 unchanged sentences

Net Income $ 40,941 $ 30,901

For the Three Months Ended January 31,

For the Three Months Ended April 30,

Net Sales Income

6 unchanged sentences

Income from Operations 13,904 10,432

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

Total Other Income (Expenses), Net

Income before Income Taxes 14,248 10,138

5 unchanged sentences

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

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.

As of April 30, 2025, there were 1,075,528 shares of Common Stock or Class B Stock available for future grants under this plan.

Restricted Stock

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 .

All of our non-vested restricted shares as of April 30, 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 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.

There were 135,850 and 146,000 restricted shares of Common Stock granted during the nine months ended April 30, 2025, and 2024, respectively.

There were no restricted shares of Class B Stock granted during the nine months ended April 30, 2025, and 250,000 restricted shares of Class B Stock granted during the nine months ended April 30, 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.

expense was $ 1.0 million and $ 0.9 million for the three months ended April 30, 2025, and 2024, respectively, and $ 2.9 million and $ 2.7 million for the nine months ended April 30, 2025, and 2024, respectively.

A summary of restricted stock transactions is shown below:

5 unchanged sentences

Forfeitures ( 23 ) $ 27.10

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

Non-vested restricted stock outstanding at April 30, 2025 731 $ 28.25

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

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

The following table summarizes the changes in accumulated other comprehensive income (loss) by component as of April 30, 2025 (in thousands):

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

3 unchanged sentences

Net current-period other comprehensive (loss) income, net of tax ( 71 ) 53 ( 18 )

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

Balance as of April 30, 2025 $ 1,005 $ ( 254 ) $ 751

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 $ 0.2 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.

Total payments to this vendor for fees and cost reimbursements were $ 0.5 million and $ 0.7 million for the three months ended April 30, 2025, and April 30, 2024, respectively, and $ 1.0 million and $ 1.2 million for the first nine months of fiscal years 2025 and 2024, respectively.

There were no outstanding accounts payable due to that vendor as of April 30, 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 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.

Total sales to that customer, including sales to its subsidiaries, were $ 0.1 million for both the three months ended April 30, 2025, and April 30, 2024.

Total sales to that customer, including sales to its subsidiaries, were $ 0.3 million and $ 0.1 million for the first nine months of fiscal years 2025 and 2024, respectively.

There were no outstanding amounts due from that customer as of either April 30, 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