|
|
|
|
|
x
|
Quarterly Report Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
For the Quarterly Period Ended January 31, 2018
|
|
o
|
Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from _____________ to ______________
|
|
Delaware
(State or other jurisdiction of incorporation or
organization)
|
|
36-2048898
(I.R.S. Employer
Identification No.)
|
|
|
|
410 North Michigan Avenue, Suite 400
Chicago, Illinois
(Address of principal executive offices)
|
|
60611-4213
(Zip Code)
|
Large accelerated filer
o
|
Accelerated filer
x
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
Emerging growth company
o
|
|
|
|
|
PART I – FINANCIAL INFORMATION
|
|
|
|
Page
|
Item 1:
|
||
|
|
|
Item 2:
|
||
|
|
|
Item 3:
|
||
|
|
|
Item 4:
|
||
|
|
|
|
PART II – OTHER INFORMATION
|
|
|
|
|
Item 1:
|
||
|
|
|
Item 4:
|
||
|
|
|
Item 6:
|
||
|
|
|
|
|
(unaudited)
|
|
|
||||
ASSETS
|
January 31,
2018 |
|
July 31,
2017 |
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
9,381
|
|
|
$
|
9,095
|
|
Short-term investments
|
21,894
|
|
|
23,576
|
|
||
Accounts receivable, less allowance of
$901 and $748 at January 31, 2018 and July 31, 2017, respectively |
32,309
|
|
|
32,750
|
|
||
Inventories
|
22,603
|
|
|
22,615
|
|
||
Prepaid repairs expense
|
3,827
|
|
|
3,890
|
|
||
Prepaid expenses and other assets
|
4,140
|
|
|
2,304
|
|
||
Total Current Assets
|
94,154
|
|
|
94,230
|
|
||
|
|
|
|
||||
Property, Plant and Equipment
|
|
|
|
|
|
||
Cost
|
229,957
|
|
|
224,444
|
|
||
Less accumulated depreciation and amortization
|
(145,668
|
)
|
|
(140,411
|
)
|
||
Total Property, Plant and Equipment, Net
|
84,289
|
|
|
84,033
|
|
||
|
|
|
|
||||
Other Assets
|
|
|
|
|
|
||
Goodwill
|
9,034
|
|
|
9,034
|
|
||
Trademarks and patents, net of accumulated amortization
of $251 and $238 at January 31, 2018 and July 31, 2017, respectively |
1,300
|
|
|
1,223
|
|
||
Customer list, net of accumulated amortization
of $5,070 and $4,601 at January 31, 2018 and July 31, 2017, respectively |
2,715
|
|
|
3,184
|
|
||
Deferred income taxes
|
9,106
|
|
|
14,396
|
|
||
Other
|
4,937
|
|
|
6,475
|
|
||
Total Other Assets
|
27,092
|
|
|
34,312
|
|
||
|
|
|
|
||||
Total Assets
|
$
|
205,535
|
|
|
$
|
212,575
|
|
|
(unaudited)
|
|
|
||||
LIABILITIES & STOCKHOLDERS’ EQUITY
|
January 31,
2018 |
|
July 31,
2017 |
||||
Current Liabilities
|
|
|
|
||||
Current maturities of notes payable
|
$
|
3,083
|
|
|
$
|
3,083
|
|
Accounts payable
|
8,089
|
|
|
9,594
|
|
||
Dividends payable
|
1,559
|
|
|
1,553
|
|
||
Accrued expenses:
|
|
|
|
|
|||
Salaries, wages and commissions
|
5,724
|
|
|
7,459
|
|
||
Deferred compensation
|
5,996
|
|
|
458
|
|
||
Trade promotions and advertising
|
1,074
|
|
|
2,253
|
|
||
Freight
|
950
|
|
|
1,606
|
|
||
Other
|
6,859
|
|
|
6,948
|
|
||
Total Current Liabilities
|
33,334
|
|
|
32,954
|
|
||
|
|
|
|
||||
Noncurrent Liabilities
|
|
|
|
|
|
||
Notes payable, net of unamortized debt issuance costs
of $75 and $89 at January 31, 2018 and July 31, 2017, respectively |
6,092
|
|
|
9,161
|
|
||
Deferred compensation
|
6,281
|
|
|
11,537
|
|
||
Pension and postretirement benefits
|
29,392
|
|
|
29,161
|
|
||
Other
|
4,174
|
|
|
3,725
|
|
||
Total Noncurrent Liabilities
|
45,939
|
|
|
53,584
|
|
||
|
|
|
|
||||
Total Liabilities
|
79,273
|
|
|
86,538
|
|
||
|
|
|
|
||||
Stockholders’ Equity
|
|
|
|
|
|
||
Common Stock, par value $.10 per share, issued 8,049,050 shares at January 31, 2018
and 8,015,166 shares at July 31, 2017 |
805
|
|
|
802
|
|
||
Class B Stock, par value $.10 per share, issued 2,503,678 shares at January 31, 2018
and 2,513,512 shares at July 31, 2017 |
250
|
|
|
251
|
|
||
Additional paid-in capital
|
37,253
|
|
|
36,242
|
|
||
Retained earnings
|
153,571
|
|
|
154,735
|
|
||
Accumulated other comprehensive loss:
|
|
|
|
|
|
||
Pension and postretirement benefits
|
(9,909
|
)
|
|
(10,327
|
)
|
||
Cumulative translation adjustment
|
105
|
|
|
35
|
|
||
Total accumulated other comprehensive loss
|
(9,804
|
)
|
|
(10,292
|
)
|
||
Less Treasury Stock, at cost (2,910,592 Common and 324,741 Class B shares at
January 31, 2018 and 2,907,370 Common and 324,741 Class B shares at July 31, 2017) |
(55,813
|
)
|
|
(55,701
|
)
|
||
Total Stockholders’ Equity
|
126,262
|
|
|
126,037
|
|
||
|
|
|
|
||||
Total Liabilities & Stockholders’ Equity
|
$
|
205,535
|
|
|
$
|
212,575
|
|
|
(unaudited)
|
||||||
|
For the Six Months Ended January 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Net Sales
|
$
|
135,540
|
|
|
$
|
131,786
|
|
Cost of Sales
|
(96,931
|
)
|
|
(91,936
|
)
|
||
Gross Profit
|
38,609
|
|
|
39,850
|
|
||
Selling, General and Administrative Expenses
|
(29,936
|
)
|
|
(31,217
|
)
|
||
Income from Operations
|
8,673
|
|
|
8,633
|
|
||
|
|
|
|
||||
Other Income (Expense)
|
|
|
|
|
|
||
Interest expense
|
(400
|
)
|
|
(489
|
)
|
||
Interest income
|
119
|
|
|
16
|
|
||
Other, net
|
518
|
|
|
(237
|
)
|
||
Total Other Income (Expense), Net
|
237
|
|
|
(710
|
)
|
||
|
|
|
|
||||
Income Before Income Taxes
|
8,910
|
|
|
7,923
|
|
||
Income Tax Expense
|
(6,956
|
)
|
|
(1,664
|
)
|
||
Net Income
|
1,954
|
|
|
6,259
|
|
||
|
|
|
|
||||
Retained Earnings:
|
|
|
|
||||
Balance at beginning of period
|
154,735
|
|
|
149,945
|
|
||
Cash dividends declared and treasury stock issuances
|
(3,118
|
)
|
|
(2,964
|
)
|
||
Balance at End of Period
|
$
|
153,571
|
|
|
$
|
153,240
|
|
|
|
|
|
||||
Net Income Per Share
|
|
|
|
||||
Basic Common
|
$
|
0.29
|
|
|
$
|
0.93
|
|
Basic Class B Common
|
$
|
0.22
|
|
|
$
|
0.70
|
|
Diluted Common
|
$
|
0.26
|
|
|
$
|
0.86
|
|
Average Shares Outstanding
|
|
|
|
||||
Basic Common
|
5,030
|
|
|
5,011
|
|
||
Basic Class B Common
|
2,097
|
|
|
2,077
|
|
||
Diluted Common
|
7,215
|
|
|
7,145
|
|
||
Dividends Declared Per Share
|
|
|
|
||||
Basic Common
|
$
|
0.4600
|
|
|
$
|
0.4400
|
|
Basic Class B Common
|
$
|
0.3460
|
|
|
$
|
0.3300
|
|
|
(unaudited)
|
||||||
|
For the Six Months Ended January 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Net Income
|
$
|
1,954
|
|
|
$
|
6,259
|
|
|
|
|
|
||||
Other Comprehensive Income:
|
|
|
|
||||
Pension and postretirement benefits (net of tax)
|
418
|
|
|
578
|
|
||
Cumulative translation adjustment
|
70
|
|
|
49
|
|
||
Other Comprehensive Income
|
488
|
|
|
627
|
|
||
Total Comprehensive Income
|
$
|
2,442
|
|
|
$
|
6,886
|
|
|
(unaudited)
|
||||||
|
For the Three Months Ended January 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Net Sales
|
$
|
68,894
|
|
|
$
|
65,174
|
|
Cost of Sales
|
(49,254
|
)
|
|
(46,049
|
)
|
||
Gross Profit
|
19,640
|
|
|
19,125
|
|
||
Selling, General and Administrative Expenses
|
(14,883
|
)
|
|
(13,538
|
)
|
||
Income from Operations
|
4,757
|
|
|
5,587
|
|
||
|
|
|
|
||||
Other Income (Expense)
|
|
|
|
|
|
||
Interest expense
|
(199
|
)
|
|
(238
|
)
|
||
Interest income
|
65
|
|
|
8
|
|
||
Other, net
|
448
|
|
|
(113
|
)
|
||
Total Other Income (Expense), Net
|
314
|
|
|
(343
|
)
|
||
|
|
|
|
||||
Income Before Income Taxes
|
5,071
|
|
|
5,244
|
|
||
Income Tax Expense
|
(6,167
|
)
|
|
(994
|
)
|
||
Net (Loss) Income
|
(1,096
|
)
|
|
4,250
|
|
||
|
|
|
|
||||
Net (Loss) Income Per Share
|
|
|
|
||||
Basic Common
|
$
|
(0.17
|
)
|
|
$
|
0.63
|
|
Basic Class B
|
$
|
(0.12
|
)
|
|
$
|
0.47
|
|
Diluted Common
|
$
|
(0.15
|
)
|
|
$
|
0.58
|
|
Average Shares Outstanding
|
|
|
|
||||
Basic Common
|
5,035
|
|
|
5,019
|
|
||
Basic Class B
|
2,104
|
|
|
2,088
|
|
||
Diluted Common
|
7,139
|
|
|
7,155
|
|
||
Dividends Declared Per Share
|
|
|
|
||||
Basic Common
|
$
|
0.2300
|
|
|
$
|
0.2200
|
|
Basic Class B
|
$
|
0.1730
|
|
|
$
|
0.1650
|
|
|
(unaudited)
|
||||||
|
For the Three Months Ended January 31,
|
||||||
|
2018
|
|
2017
|
||||
|
|
|
|
||||
Net (Loss) Income
|
$
|
(1,096
|
)
|
|
$
|
4,250
|
|
|
|
|
|
||||
Other Comprehensive Income:
|
|
|
|
||||
Pension and postretirement benefits (net of tax)
|
237
|
|
|
309
|
|
||
Cumulative translation adjustment
|
144
|
|
|
63
|
|
||
Other Comprehensive Income
|
381
|
|
|
372
|
|
||
Total Comprehensive (Loss) Income
|
$
|
(715
|
)
|
|
$
|
4,622
|
|
|
(unaudited)
|
||||||
|
For the Six Months Ended January 31,
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
2018
|
|
2017
|
||||
Net Income
|
$
|
1,954
|
|
|
$
|
6,259
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
6,413
|
|
|
6,389
|
|
||
Amortization of investment net discount
|
(57
|
)
|
|
(5
|
)
|
||
Stock-based compensation
|
770
|
|
|
777
|
|
||
Excess tax benefits for share-based payments
|
—
|
|
|
(207
|
)
|
||
Deferred income taxes
|
5,312
|
|
|
354
|
|
||
Provision for bad debts and cash discounts
|
155
|
|
|
131
|
|
||
Loss on the sale of fixed assets
|
31
|
|
|
276
|
|
||
Life insurance benefits
|
(334
|
)
|
|
—
|
|
||
(Increase) Decrease in assets:
|
|
|
|
|
|
||
Accounts receivable
|
362
|
|
|
(1,829
|
)
|
||
Inventories
|
75
|
|
|
11
|
|
||
Prepaid expenses
|
(51
|
)
|
|
(3,784
|
)
|
||
Other assets
|
55
|
|
|
(156
|
)
|
||
Increase (Decrease) in liabilities:
|
|
|
|
|
|
||
Accounts payable
|
(743
|
)
|
|
852
|
|
||
Accrued expenses
|
(3,637
|
)
|
|
(1,698
|
)
|
||
Deferred compensation
|
268
|
|
|
487
|
|
||
Pension and postretirement benefits
|
649
|
|
|
1,001
|
|
||
Other liabilities
|
407
|
|
|
235
|
|
||
Total Adjustments
|
9,675
|
|
|
2,834
|
|
||
Net Cash Provided by Operating Activities
|
11,629
|
|
|
9,093
|
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
||
Capital expenditures
|
(6,850
|
)
|
|
(7,279
|
)
|
||
Proceeds from sale of property, plant and equipment
|
11
|
|
|
2
|
|
||
Purchases of short-term investments
|
(24,101
|
)
|
|
(11,555
|
)
|
||
Dispositions of short-term investments
|
25,840
|
|
|
14,386
|
|
||
Net Cash Used in Investing Activities
|
(5,100
|
)
|
|
(4,446
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
||
Principal payments on notes payable
|
(3,083
|
)
|
|
(3,083
|
)
|
||
Dividends paid
|
(3,112
|
)
|
|
(2,956
|
)
|
||
Purchase of treasury stock
|
(27
|
)
|
|
(122
|
)
|
||
Proceeds from issuance of common stock
|
—
|
|
|
170
|
|
||
Excess tax benefits for share-based payments
|
—
|
|
|
207
|
|
||
Net Cash Used in Financing Activities
|
(6,222
|
)
|
|
(5,784
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(21
|
)
|
|
68
|
|
||
Net Increase (Decrease) in Cash and Cash Equivalents
|
286
|
|
|
(1,069
|
)
|
||
Cash and Cash Equivalents, Beginning of Period
|
9,095
|
|
|
18,629
|
|
||
Cash and Cash Equivalents, End of Period
|
$
|
9,381
|
|
|
$
|
17,560
|
|
|
(unaudited)
|
||||||
|
For the Six Months Ended January 31,
|
||||||
|
2018
|
|
2017
|
||||
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
||||
Capital expenditures accrued, but not paid
|
$
|
890
|
|
|
$
|
657
|
|
Cash dividends declared and accrued, but not paid
|
$
|
1,559
|
|
|
$
|
1,485
|
|
|
January 31,
2018 |
|
July 31,
2017 |
||||
Finished goods
|
$
|
14,037
|
|
|
$
|
14,704
|
|
Packaging
|
5,635
|
|
|
4,988
|
|
||
Other
|
2,931
|
|
|
2,923
|
|
||
Total Inventories
|
$
|
22,603
|
|
|
$
|
22,615
|
|
2019
|
$
|
835
|
|
2020
|
$
|
666
|
|
2021
|
$
|
482
|
|
2022
|
$
|
332
|
|
2023
|
$
|
200
|
|
|
Pension Benefits
|
||||||||||||||
|
(in thousands)
|
||||||||||||||
|
For the Three Months Ended January 31,
|
|
For the Six Months Ended January 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Service cost
|
$
|
438
|
|
|
$
|
446
|
|
|
$
|
862
|
|
|
$
|
913
|
|
Interest cost
|
517
|
|
|
474
|
|
|
1,014
|
|
|
931
|
|
||||
Expected return on plan assets
|
(485
|
)
|
|
(411
|
)
|
|
(971
|
)
|
|
(887
|
)
|
||||
Amortization of:
|
|
|
|
|
|
|
|
||||||||
Prior service costs
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||
Other actuarial loss
|
354
|
|
|
485
|
|
|
641
|
|
|
914
|
|
||||
Net periodic benefit cost
|
$
|
824
|
|
|
$
|
994
|
|
|
$
|
1,547
|
|
|
$
|
1,872
|
|
|
|
|
|
|
|
|
|
||||||||
|
Postretirement Health Benefits
|
||||||||||||||
|
(in thousands)
|
||||||||||||||
|
For the Three Months Ended January 31,
|
|
For the Six Months Ended January 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Service cost
|
$
|
25
|
|
|
$
|
33
|
|
|
$
|
54
|
|
|
$
|
63
|
|
Interest cost
|
19
|
|
|
21
|
|
|
43
|
|
|
39
|
|
||||
Amortization of:
|
|
|
|
|
|
|
|
||||||||
Prior service costs
|
(1
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|
(3
|
)
|
||||
Other actuarial (gain) loss
|
(5
|
)
|
|
14
|
|
|
—
|
|
|
20
|
|
||||
Net periodic benefit cost
|
$
|
38
|
|
|
$
|
67
|
|
|
$
|
94
|
|
|
$
|
119
|
|
|
Pension Benefits
|
|
Postretirement Health Benefits
|
||||||||
|
For the Three and Six Months Ended January 31,
|
||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Discount rate for net periodic benefit cost
|
3.75
|
%
|
|
3.36
|
%
|
|
3.26
|
%
|
|
2.71
|
%
|
Rate of increase in compensation levels
|
3.50
|
%
|
|
3.50
|
%
|
|
—
|
|
|
—
|
|
Long-term expected rate of return on assets
|
7.00
|
%
|
|
7.00
|
%
|
|
—
|
|
|
—
|
|
|
|
|
|
|
Assets
|
||||||||||
|
|
|
|
|
January 31, 2018
|
|
July 31, 2017
|
||||||||
|
|
|
|
|
(in thousands)
|
||||||||||
Business to Business Products
|
|
$
|
62,698
|
|
|
$
|
65,337
|
|
|||||||
Retail and Wholesale Products
|
|
90,071
|
|
|
90,508
|
|
|||||||||
Unallocated Assets
|
|
52,766
|
|
|
56,730
|
|
|||||||||
Total Assets
|
|
$
|
205,535
|
|
|
$
|
212,575
|
|
|||||||
|
|
|
|
|
|
|
|
||||||||
|
For the Six Months Ended January 31,
|
||||||||||||||
|
Net Sales
|
|
Income
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Business to Business Products
|
$
|
54,442
|
|
|
$
|
50,734
|
|
|
$
|
18,635
|
|
|
$
|
17,223
|
|
Retail and Wholesale Products
|
81,098
|
|
|
81,052
|
|
|
4,787
|
|
|
4,480
|
|
||||
Total Sales
|
$
|
135,540
|
|
|
$
|
131,786
|
|
|
|
|
|
||||
Corporate Expenses
|
|
(14,749
|
)
|
|
(13,070
|
)
|
|||||||||
Income from Operations
|
|
8,673
|
|
|
8,633
|
|
|||||||||
Total Other Income (Expense), Net
|
|
237
|
|
|
(710
|
)
|
|||||||||
Income before Income Taxes
|
|
8,910
|
|
|
7,923
|
|
|||||||||
Income Tax Expense
|
|
(6,956
|
)
|
|
(1,664
|
)
|
|||||||||
Net Income
|
|
$
|
1,954
|
|
|
$
|
6,259
|
|
|
|
|
|
|
|
|
|
||||||||
|
For the Three Months Ended January 31,
|
||||||||||||||
|
Net Sales
|
|
Income (Loss)
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Business to Business Products
|
$
|
27,355
|
|
|
$
|
23,261
|
|
|
$
|
9,759
|
|
|
$
|
7,815
|
|
Retail and Wholesale Products
|
41,539
|
|
|
41,913
|
|
|
2,422
|
|
|
4,987
|
|
||||
Total Sales
|
$
|
68,894
|
|
|
$
|
65,174
|
|
|
|
|
|
||||
Corporate Expenses
|
|
(7,424
|
)
|
|
(7,215
|
)
|
|||||||||
Income from Operations
|
|
4,757
|
|
|
5,587
|
|
|||||||||
Total Other Income (Expense), Net
|
|
314
|
|
|
(343
|
)
|
|||||||||
Income before Income Taxes
|
|
5,071
|
|
|
5,244
|
|
|||||||||
Income Tax Expense
|
|
(6,167
|
)
|
|
(994
|
)
|
|||||||||
Net (Loss) Income
|
|
$
|
(1,096
|
)
|
|
$
|
4,250
|
|
|
Restricted Shares
(in thousands)
|
|
Weighted Average Grant Date Fair Value
|
|||
Non-vested restricted stock outstanding at July 31, 2017
|
185
|
|
|
$
|
30.96
|
|
Granted
|
24
|
|
|
$
|
42.76
|
|
Vested
|
(28
|
)
|
|
$
|
29.88
|
|
Forfeitures
|
(3
|
)
|
|
$
|
32.74
|
|
Non-vested restricted stock outstanding at January 31, 2018
|
178
|
|
|
$
|
32.70
|
|
|
Pension and Postretirement Health Benefits
|
|
Cumulative Translation Adjustment
|
|
Total Accumulated Other Comprehensive (Loss) Income
|
||||||
Balance as of July 31, 2017
|
$
|
(10,327
|
)
|
|
$
|
35
|
|
|
$
|
(10,292
|
)
|
Other comprehensive income before reclassifications, net of tax
|
—
|
|
|
70
|
|
|
70
|
|
|||
Amounts reclassified from accumulated other comprehensive income, net of tax
|
418
|
|
a)
|
—
|
|
|
418
|
|
|||
Net current-period other comprehensive income, net of tax
|
418
|
|
|
70
|
|
|
488
|
|
|||
Balance as of January 31, 2018
|
$
|
(9,909
|
)
|
|
$
|
105
|
|
|
$
|
(9,804
|
)
|
|
For the Six Months Ended January 31,
|
||||||
|
2018
|
|
2017
|
||||
Net cash provided by operating activities
|
$
|
11,629
|
|
|
$
|
9,093
|
|
Net cash used in investing activities
|
(5,100
|
)
|
|
(4,446
|
)
|
||
Net cash used in financing activities
|
(6,222
|
)
|
|
(5,784
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
(21
|
)
|
|
68
|
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
286
|
|
|
$
|
(1,069
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
Less Than 1 Year
|
|
1 – 3 Years
|
|
4 – 5 Years
|
|
After 5 Years
|
||||||||||
Notes Payable
|
$
|
9,250
|
|
|
$
|
3,083
|
|
|
$
|
6,167
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest on Notes Payable
|
733
|
|
|
366
|
|
|
367
|
|
|
—
|
|
|
—
|
|
|||||
Operating Leases
|
15,437
|
|
|
2,099
|
|
|
3,105
|
|
|
2,024
|
|
|
8,209
|
|
|||||
Total Contractual Cash Obligations
|
$
|
25,420
|
|
|
$
|
5,548
|
|
|
$
|
9,639
|
|
|
$
|
2,024
|
|
|
$
|
8,209
|
|
|
Amount of Commitment Expiration Per Period
|
||||||||||||||||||
|
Total
|
|
Less Than 1 Year
|
|
1 – 3 Years
|
|
4 – 5 Years
|
|
After 5 Years
|
||||||||||
Other Commercial Commitments
|
$
|
25,263
|
|
|
$
|
25,263
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Exhibit
No.
|
|
Description
|
|
SEC Document Reference
|
|
|
|
|
|
3
|
|
|
Filed herewith.
|
|
|
|
|
|
|
11
|
|
|
Filed herewith.
|
|
|
|
|
|
|
31
|
|
|
Filed herewith.
|
|
|
|
|
|
|
32
|
|
|
Furnished herewith.
|
|
|
|
|
|
|
95
|
|
|
Filed herewith.
|
|
|
|
|
|
|
101.INS
|
|
XBRL Taxonomy Instance Document
|
|
Filed herewith.
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith.
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith.
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith.
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
Filed herewith.
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
Filed herewith.
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
11
|
|
|
|
|
|
|
|
31
|
|
|
|
|
|
|
|
32
|
|
|
|
|
|
|
|
95
|
|
|
|
|
|
|
|
101.INS
|
|
|
XBRL Taxonomy Instance Document
|
|
|
|
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
101.LAB
|
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
|
|
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
For the Three Months Ended January 31,
|
|
For the Six Months Ended January 31,
|
||||||||||
|
2018
|
2017
|
|
2018
|
2017
|
||||||||
Net income available to stockholders
|
$
|
(1,096
|
)
|
$
|
4,250
|
|
|
$
|
1,954
|
|
$
|
6,259
|
|
Less: Distributed and undistributed earnings allocated
to non-vested restricted stock
|
—
|
|
(100
|
)
|
|
(46
|
)
|
(145
|
)
|
||||
Earnings available to common shareholders
|
$
|
(1,096
|
)
|
$
|
4,150
|
|
|
$
|
1,908
|
|
$
|
6,114
|
|
Shares Calculation
|
|
|
|
|
|
||||||||
Average shares outstanding - Basic Common
|
5,035
|
|
5,019
|
|
|
5,030
|
|
5,011
|
|
||||
Average shares outstanding - Basic Class B Common
|
2,104
|
|
2,088
|
|
|
2,097
|
|
2,077
|
|
||||
Potential Common Stock relating to stock options and
non-vested restricted stock (1)
|
—
|
|
48
|
|
|
88
|
|
57
|
|
||||
Average shares outstanding - Assuming dilution
|
7,139
|
|
7,155
|
|
|
7,215
|
|
7,145
|
|
||||
Net Income Per Share: Basic Common
|
$
|
(0.17
|
)
|
$
|
0.63
|
|
|
$
|
0.29
|
|
$
|
0.93
|
|
Net Income Per Share: Basic Class B Common
|
$
|
(0.12
|
)
|
$
|
0.47
|
|
|
$
|
0.22
|
|
$
|
0.70
|
|
Net Income Per Share: Diluted Common
|
$
|
(0.15
|
)
|
$
|
0.58
|
|
|
$
|
0.26
|
|
$
|
0.86
|
|
I.
|
I, Daniel S. Jaffee, certify that:
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Oil-Dri Corporation of America (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
March 9, 2018
|
By:
|
/s/ Daniel S. Jaffee
|
|
Daniel S. Jaffee
Chairman, President and Chief Executive Officer
|
I.
|
I, Daniel T. Smith, certify that:
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Oil-Dri Corporation of America (the “registrant”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
March 9, 2018
|
By:
|
/s/ Daniel T. Smith
|
|
Daniel T. Smith
Vice President and Chief Financial Officer
|
Dated:
|
March 9, 2018
|
/s/ Daniel S. Jaffee
|
|
Name: Daniel S. Jaffee
Title: Chairman, President and Chief Executive Officer
|
Dated:
|
March 9, 2018
|
/s/ Daniel T. Smith
|
|
Name: Daniel T. Smith
Title: Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
Legal Actions
|
||
Mine location
|
Section 104 “Significant and Substantial” Violations
|
Section 104(b)
Orders
|
Section 104(d)
Citations and Orders
|
Section 110(b)(2)Flagrant Violations
|
Section 107(a) Imminent Danger Orders
|
Total Dollar Value of Proposed MSHA Assessments
|
Pending as of Last Day of Period
|
Initiated During Period
|
Resolved During Period
|
|
(#)
|
(#)
|
(#)
|
(#)
|
(#)
|
($)
|
(#)
|
(#)
|
(#)
|
Ochlocknee, Georgia
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
Ripley, Mississippi
|
1
|
—
|
—
|
—
|
—
|
788
|
2
|
—
|
—
|
Mounds, Illinois
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
Blue Mountain, Mississippi
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
Taft, California
|
1
|
—
|
—
|
—
|
—
|
1,035
|
—
|
—
|
—
|