UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

(Mark One)



x	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended October 31, ~~2016~~2017



o	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from _____________ to ______________

Commission File Number 001-12622

OIL-DRI CORPORATION OF AMERICA

(Exact name of the registrant as specified in its charter)



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)

The registrant's telephone number, including area code: (312) 321-1515

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for at least the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, ~~or a~~ smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated ~~filer”~~filer,” “smaller reporting company,” and ~~“smaller reporting~~“emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer o	Accelerated filer x	Non-accelerated filer o	Smaller reporting company o	Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of October 31, ~~2016~~2017.

Common Stock – ~~5,080,689~~5,136,614 Shares and Class B Stock – ~~2,188,771~~2,182,381 Shares

CONTENTS




	PART I – FINANCIAL INFORMATION
		Page
Item 1:	Financial Statements	3

Item 2:	Management’s Discussion and Analysis of Financial Condition and Results Of Operations	17

Item 3:	Quantitative and Qualitative Disclosures About Market Risk	22

Item 4:	Controls and Procedures	23

	PART II – OTHER INFORMATION

Item 1:	Legal Proceedings	24

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 4:	Mine Safety Disclosures	2425

Item 6:	Exhibits	25

	Signatures	26

FORWARD-LOOKING STATEMENTS

Certain statements in this report, including, but not limited to, those under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and those statements elsewhere in this report and other documents that we file with the Securities and Exchange Commission (“SEC”), contain forward-looking statements that are based on current expectations, estimates, forecasts and projections about our future performance, our business, our beliefs and our management’s assumptions. In addition, we, or others on our behalf, may make forward-looking statements in press releases or written statements, or in our communications and discussions with investors and analysts in the normal course of business through meetings, webcasts, phone calls and conference calls. Words such as “expect,” “outlook,” “forecast,” “would,” “could,” “should,” “project,” “intend,” “plan,” “continue,” “believe,” “seek,” “estimate,” “anticipate,” “may,” “assume,” and variations of such words and similar expressions are intended to identify such forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

Such statements are subject to certain risks, uncertainties and assumptions that could cause actual results to differ materially, including those described in Item 1A, Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended July 31, ~~2016~~2017. Should one or more of these or other risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, intended, expected, believed, estimated, projected or planned. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except to the extent required by law, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this report, whether as a result of new information, future events, changes in assumptions or otherwise.

TRADEMARK NOTICE

Cat’s Pride, Fresh & Light, Fresh & Light Ultimate Care and Oil-Dri are registered trademarks of Oil-Dri Corporation of America.

PART I - FINANCIAL INFORMATION

ITEM 1. Financial Statements

OIL-DRI CORPORATION OF AMERICA ~~& SUBSIDIARIES~~

Condensed Consolidated Balance ~~Sheets~~Sheet

(in thousands, except share and per share amounts)


	(unaudited)						(unaudited)
ASSETS	October 31, 2016			July 31, 2016			October 31, 2017			July 31, 2017
Current Assets
Cash and cash equivalents	$	15,991		$	18,629		$	8,401		$	9,095
Short-term investments	5,359			10,184			18,133			23,576
Accounts receivable, less allowance of $801 and $753 at October 31, 2016 and July 31, 2016, respectively	30,971			30,386
Accounts receivable, less allowance of $726 and $748 at October 31, 2017 and July 31, 2017, respectively							32,054			32,750
Inventories	23,567			23,251			22,759			22,615
Deferred income taxes	3,884			3,884
Prepaid repairs expense	4,235			3,938			3,864			3,890
Prepaid expenses and other assets	1,992			901			3,690			2,304
Total Current Assets	85,999			91,173			88,901			94,230

Property, Plant and Equipment
Cost	221,164			218,025			227,077			224,444
Less accumulated depreciation and amortization	(139,476		)	(137,314		)	(142,826		)	(140,411		)
Total Property, Plant and Equipment, Net	81,688			80,711			84,251			84,033

Other Assets
Goodwill	9,034			9,034			9,034			9,034
Trademarks and patents, net of accumulated amortization of $269 and $261 at October 31, 2016 and July 31, 2016, respectively	979			916
Customer list, net of accumulated amortization of $3,745 and $3,460 at October 31, 2016 and July 31, 2016, respectively	4,040			4,325
Trademarks and patents, net of accumulated amortization of $244 and $238 at October 31, 2017 and July 31, 2017, respectively							1,273			1,223
Customer list, net of accumulated amortization of $4,835 and $4,601 at October 31, 2017 and July 31, 2017, respectively							2,950			3,184
Deferred income taxes	12,387			12,754			14,172			14,396
Other	5,940			5,902			6,336			6,475
Total Other Assets	32,380			32,931			33,765			34,312

Total Assets	$	200,067		$	204,815		$	206,917		$	212,575

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

OIL-DRI CORPORATION OF AMERICA ~~& SUBSIDIARIES~~

Condensed Consolidated Balance ~~Sheets~~Sheet

(in thousands, except share and per share amounts)


	(unaudited)						(unaudited)
LIABILITIES & STOCKHOLDERS’ EQUITY	October 31, 2016			July 31, 2016			October 31, 2017			July 31, 2017
Current Liabilities
Current maturities of notes payable	$	3,083		$	3,083		$	3,083		$	3,083
Accounts payable	6,910			6,635			7,828			9,594
Dividends payable	1,479			1,477			1,559			1,553
Accrued expenses:
Salaries, wages and commissions	4,263			8,656			4,735			7,917
Trade promotions and advertising	3,076			2,855			1,748			2,253
Freight	1,378			1,579			1,187			1,606
Other	7,138			6,455			7,607			6,948
Total Current Liabilities	27,327			30,740			27,747			32,954

Noncurrent Liabilities
Notes payable, net of unamortized debt issuance costs of $110 and $118 at October 31, 2016 and July 31, 2016, respectively	9,140			12,215
Notes payable, net of unamortized debt issuance costs of $82 and $89 at October 31, 2017 and July 31, 2017, respectively							6,085			9,161
Deferred compensation	10,778			10,504			11,867			11,537
Pension and postretirement benefits	32,687			32,492			29,314			29,161
Other	3,361			3,313			3,794			3,725
Total Noncurrent Liabilities	55,966			58,524			51,060			53,584

Total Liabilities	83,293			89,264			78,807			86,538

Stockholders’ Equity
Common Stock, par value $.10 per share, issued 7,997,166 shares at October 31, 2016 and 7,982,243 shares at July 31, 2016	800			798
Class B Stock, par value $.10 per share, issued 2,513,512 shares at October 31, 2016 and 2,515,735 shares at July 31, 2016	251			252
Common Stock, par value $.10 per share, issued 8,045,606 shares at October 31, 2017 and 8,015,166 shares at July 31, 2017							804			802
Class B Stock, par value $.10 per share, issued 2,507,122 shares at October 31, 2017 and 2,513,512 shares at July 31, 2017							251			251
Additional paid-in capital	34,853			34,294			36,775			36,242
Retained earnings	150,475			149,945			156,226			154,735
Accumulated other comprehensive loss:
Pension and postretirement benefits	(13,598		)	(13,867		)	(10,146		)	(10,327		)
Cumulative translation adjustment	(169		)	(155		)	(39		)	35
Total accumulated other comprehensive loss	(13,767		)	(14,022		)	(10,185		)	(10,292		)
Less Treasury Stock, at cost (2,916,477 Common and 324,741 Class B shares at October 31, 2016 and 2,912,953 Common and 324,741 Class B shares at July 31, 2016)	(55,838		)	(55,716		)
Less Treasury Stock, at cost (2,908,992 Common and 324,741 Class B shares at October 31, 2017 and 2,907,370 Common and 324,741 Class B shares at July 31, 2017)							(55,761		)	(55,701		)
Total Stockholders’ Equity	116,774			115,551			128,110			126,037

Total Liabilities & Stockholders’ Equity	$	200,067		$	204,815		$	206,917		$	212,575

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

OIL-DRI CORPORATION OF AMERICA ~~& SUBSIDIARIES~~

Condensed Consolidated Statements of Income and Retained Earnings

(in thousands, except for per share amounts)


	(unaudited)						(unaudited)
	For the Three Months Ended October 31,						For the Three Months Ended October 31,
	2016			2015			2017			2016

Net Sales	$	66,612		$	67,795		$	66,646		$	66,612
Cost of Sales	(45,887		)	(47,142		)	(47,677		)	(45,887		)
Gross Profit	20,725			20,653			18,969			20,725
Selling, General and Administrative Expenses	(17,679		)	(12,877		)	(15,053		)	(17,679		)
Income from Operations	3,046			7,776			3,916			3,046

Other Income (Expense)
Other (Expense) Income
Interest expense	(251		)	(259		)	(201		)	(251		)
Interest income	8			3			54			8
Other, net	(124		)	20			70			(124		)
Total Other Expense, Net	(367		)	(236		)	(77		)	(367		)

Income Before Income Taxes	2,679			7,540			3,839			2,679
Income Taxes	(670		)	(2,117		)
Income Tax Expense							(789		)	(670		)
Net Income	2,009			5,423			3,050			2,009

Retained Earnings:
Balance at beginning of period	149,945			142,095			154,735			149,945
Cash dividends declared and treasury stock issuances	(1,479		)	(1,438		)	(1,559		)	(1,479		)
Balance at End of Period	$	150,475		$	146,080		$	156,226		$	150,475

Net Income Per Share
Basic Common	$	0.30		$	0.82		$	0.45		$	0.30
Basic Class B Common	$	0.23		$	0.61		$	0.34		$	0.23
Diluted Common	$	0.28		$	0.75		$	0.41		$	0.28
Average Shares Outstanding
Basic Common	5,004			4,975			5,025			5,004
Basic Class B Common	2,067			2,037			2,090			2,067
Diluted Common	7,138			7,063			7,211			7,138
Dividends Declared Per Share
Basic Common	$	0.2200		$	0.2100		$	0.2300		$	0.2200
Basic Class B Common	$	0.1650		$	0.1575		$	0.1730		$	0.1650

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

OIL-DRI CORPORATION OF AMERICA ~~& SUBSIDIARIES~~

Condensed Consolidated Statements of Comprehensive Income

(in thousands of dollars)


	(unaudited)						(unaudited)
	For the Three Months Ended October 31,						For the Three Months Ended October 31,
	2016			2015			2017			2016

Net Income	$	2,009		$	5,423		$	3,050		$	2,009

Other Comprehensive Income:
Pension and postretirement benefits (net of tax)	269			178			181			269
Cumulative translation adjustment	(14		)	(11		)	(74		)	(14		)
Other Comprehensive Income	255			167			107			255
Total Comprehensive Income	$	2,264		$	5,590		$	3,157		$	2,264

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

OIL-DRI CORPORATION OF AMERICA ~~& SUBSIDIARIES~~

Condensed Consolidated Statements of Cash Flows

(in thousands)


	(unaudited)						(unaudited)
	For the Three Months Ended October 31,						For the Three Months Ended October 31,
CASH FLOWS FROM OPERATING ACTIVITIES	2016			2015			2017			2016
Net Income	$	2,009		$	5,423		$	3,050		$	2,009
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	3,159			2,939			3,192			3,159
Amortization of investment net discount	(2		)	—			(25		)	(2		)
Non-cash stock compensation expense	431			332
Stock-based compensation							359			431
Excess tax benefits for share-based payments	(128		)	(17		)	—			(128		)
Deferred income taxes	165			109			111			165
Provision for bad debts and cash discounts	48			(22		)	(22		)	48
Loss on the sale of fixed assets	161			23			7			161
(Increase) Decrease in assets:
Accounts receivable	(688		)	(414		)	718			(688		)
Inventories	(367		)	(126		)	(154		)	(367		)
Prepaid expenses	(1,057		)	(862		)	(1,361		)	(1,057		)
Other assets	(114		)	(47		)	75			(114		)
Increase (Decrease) in liabilities:
Accounts payable	476			387			(825		)	476
Accrued expenses	(3,592		)	33			(3,275		)	(3,592		)
Deferred compensation	274			86			330			274
Pension and postretirement benefits	464			432			334			464
Other liabilities	86			240			54			86
Total Adjustments	(684		)	3,093			(482		)	(684		)
Net Cash Provided by Operating Activities	1,325			8,516			2,568			1,325

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(4,295		)	(1,765		)	(4,045		)	(4,295		)
Proceeds from sale of property, plant and equipment	1			—			8			1
Purchases of short-term investments	(5,119		)	(1,690		)	(13,012		)	(5,119		)
Dispositions of short-term investments	9,946			490			18,480			9,946
Net Cash Provided by (Used in) Investing Activities	533			(2,965		)
Net Cash Provided by Investing Activities							1,431			533

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments on notes payable	(3,083		)	(3,484		)	(3,083		)	(3,083		)
Dividends paid	(1,477		)	(1,377		)	(1,553		)	(1,477		)
Purchase of treasury stock	(122		)	(18		)	(27		)	(122		)
Proceeds from issuance of common stock	—			185
Excess tax benefits for share-based payments	128			17			—			128
Net Cash Used in Financing Activities	(4,554		)	(4,677		)	(4,663		)	(4,554		)
Effect of exchange rate changes on cash and cash equivalents	58			(1		)	(30		)	58
Net (Decrease) Increase in Cash and Cash Equivalents	(2,638		)	873
Net Decrease in Cash and Cash Equivalents							(694		)	(2,638		)
Cash and Cash Equivalents, Beginning of Period	18,629			20,138			9,095			18,629
Cash and Cash Equivalents, End of Period	$	15,991		$	21,011		$	8,401		$	15,991

OIL-DRI CORPORATION OF AMERICA ~~& SUBSIDIARIES~~

Condensed Consolidated Statements of Cash Flows - Continued

(in thousands)


	(unaudited)				(unaudited)
	For the Three Months Ended October 31,				For the Three Months Ended October 31,
	2016		2015		2017		2016
Supplemental disclosure of non-cash investing and financing activities:
Capital expenditures accrued, but not paid	$	821	$	192	$	711	$	821
Cash dividends declared and accrued, but not paid	$	1,479	$	1,406	$	1,559	$	1,479

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

OIL-DRI CORPORATION OF AMERICA ~~& SUBSIDIARIES~~

Notes To Condensed Consolidated Financial Statements

(Unaudited)

1. BASIS OF STATEMENT PRESENTATION

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in compliance with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The financial statements and the related notes are condensed and should be read in conjunction with the Consolidated Financial Statements and related notes for the fiscal year ended July 31, ~~2016~~2017 included in our Annual Report on Form 10-K filed with the SEC.

The unaudited Condensed Consolidated Financial Statements include the accounts of Oil-Dri Corporation of America and its subsidiaries. All significant intercompany transactions are eliminated. Except as otherwise indicated herein or as the context otherwise requires, references to “Oil-Dri,” the “Company,” “we,” “us” or “our” refer to Oil-Dri Corporation of America and its subsidiaries.

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, ~~2016~~2017 are not necessarily an indication of the results that may be expected for the fiscal year ending July 31, ~~2017~~2018.

The preparation of the unaudited Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. Estimates and assumptions are revised periodically. Actual results could differ from these estimates.

Summary of Significant Accounting Policies

Except as described herein, our significant accounting policies, which are detailed in our Annual Report on Form 10-K for the fiscal year ended July 31, 2017, have not materially changed. However, the unaudited Condensed Consolidated Financial Statements reflect changes required upon adoption of new accounting guidance, as described in Note 2. The following is a description of certain of our significant accounting policies.

We recognize revenue when risk of loss and title are transferred under the terms of our sales agreements with customers at a fixed and determinable price and collection of payment is probable. Trade promotion reserves are provided for sales incentives made directly to consumers, such as coupons, and sales incentives made to customers, such as slotting, discounts based on sales volume, cooperative marketing programs and other arrangements. Such trade promotion costs are netted against sales. Sales returns and allowances are not material.

Selling, general and administrative expenses include salaries, wages and benefits associated with staff outside the manufacturing and distribution functions, all ~~advertising and marketing-related~~marketing related costs, any miscellaneous trade spending expenses not required to be included in net sales, research and development costs, depreciation and amortization related to assets outside the manufacturing and distribution process and all other non-manufacturing and non-distribution expenses.

We record an allowance for doubtful accounts based on our historical experience 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 customer accounts. A customer account is determined to be uncollectible when it is probable that a loss will be incurred after we have completed our internal collection procedures, including termination of shipments, direct customer contact and formal demand of payment.

We mine sorbent materials on property that we either own or lease as part of our overall operations. A significant part of our overall mining cost is incurred during the process of removing the overburden (non-usable material) from the mine site, thus exposing the sorbent material used in a majority of our production processes. These stripping costs are treated as a variable inventory production cost and are included in cost of sales in the period they are incurred. We defer and amortize the pre-production overburden removal costs associated with opening a new mine.

Additionally, it is our policy to capitalize the purchase cost of land and mineral rights, including associated legal fees, survey fees and real estate fees. The costs of obtaining mineral patents, including legal fees and drilling expenses, are also capitalized. ~~Pre-production~~Pre-

production development costs on new mines and any prepaid royalties that may be offset against future royalties due upon extraction of the minerals are also capitalized. All exploration related costs are expensed as incurred.

We perform ongoing reclamation activities during the normal course of our overburden removal. As overburden is removed from a mine site, it is hauled to previously mined sites and is used to refill older sites. This process allows us to continuously reclaim older mine sites and dispose of overburden simultaneously, ~~thereby~~therefore minimizing the costs associated with the reclamation process.

2. NEW ACCOUNTING PRONOUNCEMENTS

Recently Issued Pronouncements

In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance under Accounting ~~Standard~~Standards Codification (“ASC”) 606, Revenue from ~~Contract~~Contracts with Customers, which establishes a single comprehensive revenue recognition model for all contracts with customers and will supersede most existing revenue guidance. This guidance was subsequently amended several times to further clarify the principles for recognizing revenue. The guidance requires entities to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange. ~~In March, April~~Oil-Dri's revenue is generated from the sale of finished goods to customers. Those sales predominantly contain a single delivery obligation. Under Oil-Dri's current accounting policy, revenue is recognized at a single point in time when ownership, risks and ~~May~~rewards transfer. We are currently in the process of ~~2016,~~performing a comprehensive evaluation of the ~~FASB issued amended guidance that further clarifies~~revenue requirements, including the ~~principles for recognizing revenue.~~impact on how we record certain incentives and advertising arrangements, as well as significant new disclosure requirements. We plan to adopt the standard at the beginning of our first quarter of fiscal year 2019. Transition options to implement this guidance include either a full or modified retrospective approach and early adoption is permitted. ~~The~~We expect to use the modified retrospective implementation date for this guidance was deferred and will now be effective at the beginning of our first quarter of fiscal year 2019. While we are still in the process of evaluating the financial statement impact of the adoption of this requirement, it is not currently expected to have a material impact on our Consolidated Financial Statements based on the types of products we sell and our arrangements with customers.

~~In August 2014, the FASB issued guidance under ASC 205,~~ ~~Presentation of Financial Statements - Going Concern~~, which defines management's responsibility to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. This guidance will be effective for the fourth quarter of fiscal year 2017. This pronouncement requires additional disclosures only in certain circumstances and we do not expect a significant impact on our Consolidated Financial Statements.

~~In July 2015, the FASB issued guidance under ASC 330,~~ ~~Simplifying the Measurement of Inventory.~~ The new guidance requires inventory to be measured at the lower of cost and net realizable value, which is defined as the estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation. This new guidance is effective for our first quarter of fiscal year 2018 and early adoption is permitted. The guidance must be applied prospectively. We are currently evaluating the impact of the adoption of this requirement on our Consolidated Financial Statements.

~~In November 2015, the FASB issued guidance under ASC 740,~~ ~~Balance Sheet Classification of Deferred Taxes,~~ which requires deferred tax liabilities and assets to be classified as noncurrent in a classified statement of financial position. This guidance is effective for our first quarter of fiscal year 2018 and early adoption is permitted. The guidance may be applied either prospectively or retrospectively to all periods presented. We are currently evaluating the impact of the adoption of this requirement on our Consolidated Financial Statements.method.

In January 2016, the FASB issued guidance under ASC 825, Recognition and Measurement of Financial Assets and Financial Liabilities. This guidance addresses certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The provisions relevant to us at this time require the use of the exit price notion when measuring the fair value of financial instruments for disclosure purposes, as well as eliminates the requirement to disclose the method and significant assumptions used to estimate the fair value in such disclosure. This guidance is effective for our first quarter of fiscal year 2019 and early adoption is generally not permitted. We are currently evaluating the impact of the adoption of this requirement on our Consolidated Financial Statements.

In February 2016, the FASB issued guidance under ASC 842, Leases, which provides that, for leases with a term greater than 12 months, a lessee must recognize in the statement of financial position both a liability to make lease payments and an asset representing its right to use the underlying asset. Other requirements describe expense recognition, as well as financial statement presentation and disclosure. This guidance is effective for our first quarter of fiscal year 2020 using a modified retrospective approach, which includes a number of optional practical expedients. Early adoption is permitted. We are currently evaluating the impact of the adoption of this requirement on our Consolidated Financial Statements.

In ~~March 2016, the FASB issued guidance under ASC 718,~~ ~~Compensation-Stock Compensation,~~ which simplifies several aspects of the accounting for share-based payment transactions, including accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. The new guidance also clarifies the statement of cash flows presentation for certain components of share-based awards. This guidance is effective for our first quarter of fiscal year 2018, with early adoption permitted. We are currently evaluating the impact of the adoption of this requirement on our Consolidated Financial Statements.

In June 2016, the FASB issued guidance under ASC 326, Financial Instruments-Credit Losses, which requires companies to utilize an impairment model for most financial assets measured at amortized cost and certain other financial instruments, which include trade and other receivables, loans and held-to-maturity debt securities, to record an allowance for credit risk based on expected losses rather than incurred losses. In addition, this new guidance changes the recognition method for credit losses on ~~available-~~

~~for-sale~~available-for-sale debt securities, which can occur as a result of market and credit risk, as well as additional disclosures. In general, this guidance will require modified retrospective adoption for all outstanding instruments that fall under this guidance. This guidance is effective for our first quarter of fiscal year 2021. We are currently evaluating the impact of the adoption of this requirement on our Consolidated Financial Statements.

In March 2017, the FASB issued guidance under ASC 715, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which requires presenting the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. This standard also requires that other components of the net periodic benefit cost be presented separately from the line item(s) that includes service costs and outside of any subtotal of operating income, if one is presented, on a retrospective basis. Additionally, the new guidance limits the components that are eligible for capitalization in assets to only the service cost component. The new guidance is effective for our first quarter of fiscal year 2019, with early adoption permitted. We are currently evaluating the impact of the adoption of this requirement on our Consolidated Financial Statements.

There have been no other accounting pronouncements issued but not yet adopted by us which are expected to have a material impact on our Consolidated Financial Statements.

Recently Adopted Pronouncements

~~For~~In the first quarter of fiscal ~~2017,~~year 2018, we adopted the FASB guidance under ASC ~~835,~~718, Compensation-Stock Compensation that simplified several aspects of the accounting for share-based payment transactions, including accounting for income taxes and classification of excess tax benefits in the statement of cash flows. As a result of implementing this guidance, we recognized $143,000 excess tax benefits as a reduction of income tax expense, rather than in Stockholders' Equity on the unaudited Condensed Consolidated Balance Sheet, and classified in operating activities on the unaudited Condensed Consolidated Statements of Cash Flows. These changes have been applied prospectively in accordance with the guidance and prior period presentations have not been adjusted. The adoption resulted in approximately a 4% benefit to our effective tax rate for the first quarter of fiscal year 2018. In addition, we excluded the excess tax benefits from the assumed proceeds available to repurchase shares under the treasury stock method for the computation of diluted earnings per share. This change did not have a material impact on our diluted earnings per share for the first quarter of fiscal year 2018. The guidance allows for a policy election to either use estimated forfeitures or account for them as they occur to determine the amount of compensation cost to be recognized each period. We have elected to continue to account for forfeitures on an estimated basis. No other material changes resulted from the adoption of this standard.

In the first quarter of fiscal year 2018, we adopted the FASB guidance under ASC 740, Balance Sheet Classification of Deferred Taxes, which required deferred tax liabilities and assets to be classified as noncurrent in a classified statement of financial position. Prior periods presented were also restated. We reclassified $2,787,000 from Total Current Assets to Total Other Assets on the unaudited Condensed Consolidated Balance Sheet as of both October 31, 2017 and July 31, 2017.

In the first quarter of fiscal year 2018, we adopted the FASB guidance under ASC 330, Simplifying the ~~Presentation~~Measurement of ~~Debt Issuance Cost,~~Inventory. ~~which requires debt issuance costs~~The new guidance required inventory to be ~~presented~~measured at the lower of cost and net realizable value, which is defined as ~~a direct deduction from~~ the ~~associated debt liability rather than as an asset. Amortization~~estimated selling price in the ordinary course of ~~these~~business less reasonably predictable costs ~~will continue to be reported as interest expense. We adopted~~of completion, disposal and transportation. Adoption of this guidance ~~retrospectively, which resulted in~~did not have a ~~decrease in Other Assets of $118,000 with a corresponding decrease in Noncurrent Liabilities in our Condensed Consolidated Balance Sheets as of July 31, 2016. The new requirements had no~~material impact on our ~~results of operations or cash flows.~~unaudited Condensed Consolidated Financial Statements.

3. INVENTORIES

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


	October 31, 2016		July 31, 2016		October 31, 2017		July 31, 2017
Finished goods	$	13,740	$	14,032	$	14,290	$	14,704
Packaging	4,966		4,672		5,339		4,988
Other	4,861		4,547		3,130		2,923
Total Inventories	$	23,567	$	23,251	$	22,759	$	22,615

Inventories are valued at the lower of cost (first-in, first-out) or ~~market.~~net realizable value. Inventory costs include the cost of raw materials, packaging supplies, labor and other overhead costs. We perform a detailed review of our inventory items to determine if an obsolescence reserve adjustment is necessary. The review surveys all of our operating facilities and sales groups to ensure that both historical issues and new market trends are considered. The obsolescence reserve not only considers specific items, but also takes into consideration the overall value of the inventory as of the balance sheet date. The inventory obsolescence reserve values at October 31, ~~2016~~2017 and July 31, ~~2016~~2017 were ~~$826,000~~$1,072,000 and ~~$806,000,~~$619,000, respectively.

4. FAIR VALUE MEASUREMENTS

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The inputs used to measure fair value are prioritized into categories based on the lowest level of input that is significant to the fair value measurement. The categories in the fair value hierarchy are as follows:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs for similar assets or liabilities or valuation models whose inputs are observable, directly or indirectly.

Level 3: Unobservable inputs.

Cash equivalents of ~~$3,370,000~~$2,402,000 and ~~$7,626,000~~$3,814,000 as of October 31, ~~2016~~2017 and July 31, ~~2016,~~2017, respectively, were classified as Level 1. These cash instruments are primarily money market mutual funds and are included in cash and cash equivalents on the unaudited Condensed Consolidated Balance ~~Sheets.~~Sheet.

Short-term investments included U.S. Treasury securities and certificates of deposit. We intend and have the ability to hold our short-term investments to maturity; therefore, these investments were reported at amortized cost, which approximated fair value as of October 31, ~~2016~~2017 and July 31, ~~2016.~~2017.

Accounts receivable and accounts payable balances approximated their fair values at ~~October��~~October 31, ~~2016~~2017 and July 31, ~~2016~~2017 due to the short maturity and nature of those balances.

Notes payable are reported at the face amount of future maturities. The estimated fair value of notes payable, including current maturities, was ~~$13,224,000~~$9,645,000 and ~~$16,651,000~~$13,001,000 as of October 31, ~~2016~~2017 and July 31, ~~2016,~~2017, respectively. Our debt does not trade on a daily basis in an active market, therefore the fair value estimate is based on market observable borrowing rates currently available for debt with similar terms and average maturities and is classified as Level 2.

We apply fair value techniques on at least an annual basis associated with: (1) valuing potential impairment loss related to goodwill, trademarks and other indefinite-lived intangible assets and (2) valuing potential impairment loss related to long-lived assets. See Note 5 for further information about goodwill and other intangible assets.

5. GOODWILL AND OTHER INTANGIBLE ASSETS

Intangible amortization expense was ~~$305,000~~$254,000 and ~~$363,000~~$305,000 in the first quarter of fiscal ~~2017~~years 2018 and ~~2016,~~2017, respectively. Estimated intangible amortization for the remainder of fiscal ~~2017~~year 2018 is ~~$918,000.~~$758,000. Estimated intangible amortization for the next five fiscal years is as follows (in thousands):


2018	$	1,013
2019	$	827	$	826
2020	$	656	$	657
2021	$	472	$	473
2022	$	323	$	323
2023			$	191

We have one acquired trademark recorded at a cost of $376,000 that was determined to have an indefinite life and is not amortized.

We performed our annual goodwill impairment analysis in the fourth quarter of fiscal ~~2016~~year 2017 and no impairment was identified. There have been no triggering events that would indicate a new impairment analysis is needed.

6. PENSION AND OTHER POSTRETIREMENT BENEFITS

The components of net periodic pension and postretirement health benefit costs were as follows:


	Pension Benefits						Pension Benefits
	(in thousands)						(in thousands)
	For the Three Months Ended October 31,						For the Three Months Ended October 31,
	2016			2015			2017			2016
Service cost	$	467		$	489		$	424		$	467
Interest cost	457			483			497			457
Expected return on plan assets	(476		)	(477		)	(486		)	(476		)
Amortization of:
Prior service costs	1			2			1			1
Other actuarial loss	429			287			287			429
Net periodic benefit cost	$	878		$	784		$	723		$	878

	Postretirement Health Benefits						Postretirement Health Benefits
	(in thousands)						(in thousands)
	For the Three Months Ended October 31,						For the Three Months Ended October 31,
	2016			2015			2017			2016
Service cost	$	30		$	22		$	29		$	30
Interest cost	18			20			24			18
Amortization of:
Prior service costs	(2		)	(2		)	(2		)	(2		)
Other actuarial loss	6			—			5			6
Net periodic benefit cost	$	52		$	40		$	56		$	52

The postretirement health plan is an unfunded plan. We pay insurance premiums and claims from our assets.

The pension plan is funded based upon actuarially determined contributions that take into account the amount deductible for income tax purposes, the normal cost and the minimum contribution required and the maximum contribution allowed under applicable regulations. We contributed ~~$301,000~~$335,000 to our pension plan during the first quarter of fiscal ~~2017.~~year 2018. We estimate contributions will be ~~$1,174,000~~$1,807,000 for the remainder of fiscal ~~2017~~.year 2018. See Item 3. “Quantitative and Qualitative Disclosures About Market Risk” for a discussion of the potential impact of financial market fluctuations on pension plan assets and future funding contributions.

Assumptions used in the previous calculations were as follows:


	Pension Benefits				Postretirement Health Benefits				Pension Benefits				Postretirement Health Benefits
	For the Three Months Ended October 31,								For the Three Months Ended October 31,
	2016		2015		2016		2015		2017		2016		2017		2016
Discount rate for net periodic benefit cost	3.36	%	4.22	%	2.71	%	3.51	%	3.75	%	3.36	%	3.26	%	2.71	%
Rate of increase in compensation levels	3.50	%	3.50	%	—		—		3.50	%	3.50	%	—		—
Long-term expected rate of return on assets	7.50	%	7.50	%	—		—		7.00	%	7.50	%	—		—

The medical cost trend assumption for postretirement health benefits was 7.5%. The graded trend rate is expected to decrease to an ultimate rate of 4.5% in fiscal year ~~2035~~2036.

7. OPERATING SEGMENTS

We have two operating segments: (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 customers include: mass merchandisers; wholesale clubs; drugstore chains; pet specialty retail outlets; dollar stores; retail grocery stores; distributors of industrial cleanup and automotive products; environmental service companies; and sports field product users. The Business to Business Products Group customers include: processors and refiners of edible oils, petroleum-based oils and biodiesel fuel; manufacturers of animal feed and agricultural chemicals; distributors of animal health and nutrition products; and marketers of consumer products.

Our operating segments are also our reportable segments. Net sales and operating income for each segment are provided below. Revenues by product line are not provided because it would be impracticable to do so. The accounting policies of the segments are the same as those described in Note 1 of the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended July 31, ~~2016~~2017.

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; however, we have estimated the segment asset allocations below for those assets for which we can reasonably determine. The unallocated asset category is the remainder of our total assets. 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. 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 research and development, information systems, finance, legal, human resources and customer service. Corporate expenses also include the estimated annual incentive plan bonus accrual.


					Assets										Assets
					October 31, 2016			July 31, 2016							October 31, 2017			July 31, 2017
					(in thousands)										(in thousands)
Business to Business Products	Business to Business Products				$	60,368		$	61,007		Business to Business Products				$	64,864		$	65,337
Retail and Wholesale Products	Retail and Wholesale Products				92,639			91,626			Retail and Wholesale Products				90,320			90,508
Unallocated Assets	Unallocated Assets				47,060			52,182			Unallocated Assets				51,733			56,730
Total Assets	Total Assets				$	200,067		$	204,815		Total Assets				$	206,917		$	212,575

	For the Three Months Ended October 31,										For the Three Months Ended October 31,
	Net Sales				(Loss) Income						Net Sales				Income
	2016		2015		2016			2015			2017		2016		2017			2016
	(in thousands)										(in thousands)
Business to Business Products	$	27,473	$	25,821	$	9,408		$	9,169		$	27,087	$	27,473	$	8,876		$	9,408
Retail and Wholesale Products	39,139		41,974		(507		)	5,402			39,559		39,139		2,365			(507		)
Total Sales	$	66,612	$	67,795							$	66,646	$	66,612
Corporate Expenses	Corporate Expenses				(5,855		)	(6,795		)	Corporate Expenses				(7,325		)	(5,855		)
Income from Operations	Income from Operations				3,046			7,776			Income from Operations				3,916			3,046
Total Other Expense, Net	Total Other Expense, Net				(367		)	(236		)	Total Other Expense, Net				(77		)	(367		)
Income before Income Taxes	Income before Income Taxes				2,679			7,540			Income before Income Taxes				3,839			2,679
Income Taxes	Income Taxes				(670		)	(2,117		)	Income Taxes				(789		)	(670		)
Net Income	Net Income				$	2,009		$	5,423		Net Income				$	3,050		$	2,009

8. STOCK-BASED COMPENSATION

We determine the fair value of stock options and restricted stock issued under our long term incentive plans as of the grant date. We recognize the related compensation expense over the period from the date of grant to the date when the award is no longer contingent on the employee providing additional service to the Company.

The Oil-Dri Corporation of America 2006 Long Term Incentive Plan (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 ~~937,500. Stock options have been granted to our outside directors with a vesting period of~~ ~~one~~ ~~year and stock options granted to employees generally vest~~ ~~25%two~~ ~~years after the grant date and in each of the~~ ~~three~~ ~~following anniversaries of the grant date. In addition, restricted shares have been issued under the 2006 Plan as described in the restricted stock section below.~~937,500.

Stock Options

~~A summary of~~There were no stock options ~~is shown below:~~

Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value
(in thousands) (Years) (in thousands)
Options outstanding and exercisable, July 31, 2016 10
$ 17.00
0.3 $ 205
Options outstanding and exercisable, October 31, 2016 10
$ 17.00
0.1 $ 168

outstanding at the end of fiscal year 2017 and no stock options were granted during the first three months of fiscal year 2018. No stock options were granted and no stock options were exercised during the first ~~quarter~~three months of fiscal year 2017. ~~The amount of cash received from the exercise of stock options during first quarter fiscal year 2016 was $185,000 and the related tax benefit was $28,000.~~

No ~~stock options were granted during first quarter of either fiscal year~~ ~~2017~~ ~~or 2016.~~

Restricted Stock

All of our non-vested restricted stock as of October 31, ~~2016~~2017 was issued under the 2006 Plan with vesting periods between two years and five years. ~~Under~~We determine the ~~2006 Plan, 13,000 and 37,000~~fair value of restricted stock 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.

During the first quarter of fiscal year 2018, we granted 23,000 restricted shares of Common Stock ~~were granted during~~and 1,000 restricted shares of Class B Stock. During the first quarter of fiscal year 2017, ~~and 2016, respectively.~~we granted 13,000 restricted shares of Common Stock. Stock-based compensation expense related to non-vested restricted stock for the first quarter of fiscal years 2018 and 2017 was $502,000 and ~~2016 was~~ $431,000, ~~and $332,000,~~ respectively.

A summary of restricted stock transactions is shown below:


	Restricted Shares (in thousands)		Weighted Average Grant Date Fair Value		Restricted Shares (in thousands)		Weighted Average Grant Date Fair Value
Non-vested restricted stock outstanding at July 31, 2016	194		$	29.09
Non-vested restricted stock outstanding at July 31, 2017					185		$	30.96
Granted	13		$	34.21	24		$	42.76
Vested	(37	)	$	26.09	(27	)	$	29.94
Non-vested restricted stock outstanding at October 31, 2016	170		$	30.11
Forfeitures					(1	)	$	33.77
Non-vested restricted stock outstanding at October 31, 2017					181		$	32.66

9. ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

The following table summarizes the changes in accumulated other comprehensive (loss) income by component as of October 31, ~~2016~~2017 (in thousands):


	Pension and Postretirement Health Benefits				Cumulative Translation Adjustment			Total Accumulated Other Comprehensive (Loss) Income			Pension and Postretirement Health Benefits				Cumulative Translation Adjustment			Total Accumulated Other Comprehensive (Loss) Income
Balance as of July 31, 2016	$	(13,867	)		$	(155	)	$	(14,022	)
Balance as of July 31, 2017											$	(10,327	)		$	35		$	(10,292	)
Other comprehensive loss before reclassifications, net of tax	—				(14		)	(14		)	—				(74		)	(74		)
Amounts reclassified from accumulated other comprehensive income, net of tax	269			a)	—			269			181			a)	—			181
Net current-period other comprehensive income (loss), net of tax	269				(14		)	255			181				(74		)	107
Balance as of October 31, 2016	$	(13,598	)		$	(169	)	$	(13,767	)
Balance as of October 31, 2017											$	(10,146	)		$	(39	)	$	(10,185	)

a) Amount is net of tax expense of $~~165,000~~110,000. Amount is included in the components of net periodic benefit cost for the pension and postretirement health plans. See Note 6 for further information.

10. RELATED PARTY TRANSACTIONS

One member of our Board of Directors is the President and Chief Executive Officer of a customer of ours. That customer was a customer of ours before the board member joined that customer and before he became a member of our Board of Directors. Total net sales to that customer, including sales to subsidiaries of that customer, were $86,000 and $78,000 for the first quarters of fiscal

years 2018 and 2017, respectively. Outstanding accounts receivable from that customer, and its subsidiaries, were $14,000 as of October 31, 2017. There were no outstanding amounts due as of July 31, 2017.

One member of our Board of Directors, and of the Compensation Committee of our Board of Directors, is the President and Chief Executive Officer as well as a director and shareholder of a law firm that regularly provides services to us. Total payments to that vendor for fees and cost reimbursements were $63,000 and $14,000 for the first quarters of fiscal years 2018 and 2017, respectively. Outstanding accounts payable to that vendor were $29,000 and $19,000 as of October 31, 2017 and July 31, 2017, respectively.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read together with the financial statements and the related notes included herein and our Consolidated Financial Statements, accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended July 31, ~~2016~~2017. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause a difference include, but are not limited to, those discussed under “Forward-Looking Statements” and Item 1A, Risk Factors, of our Annual Report on Form 10-K for the fiscal year ended July 31, ~~2016~~2017.

OVERVIEW

We develop, mine, manufacture and market sorbent products principally produced from clay minerals and, to a lesser extent, other clay-like sorbent materials. Our principal products include agricultural and horticultural chemical carriers, animal health and nutrition products, bleaching clay and fluid purification aids, cat litter, industrial and automotive floor absorbents and sports field products. Our products are sold to two primary customer groups, including customers who resell our products as originally produced to the end consumer and those who use our products as part of their production process or use them as an ingredient in their final finished product. We have two reportable operating segments based on the different characteristics of our two primary customer groups: Retail and Wholesale Products Group and Business to Business Products Group, as described in Note 7 of the ~~notes~~Notes to ~~the~~ Condensed Consolidated Financial Statements.

RESULTS OF OPERATIONS

THREE MONTHS ENDED OCTOBER 31, ~~2016~~2017 COMPARED TO

THREE MONTHS ENDED OCTOBER 31, ~~2015~~2016

CONSOLIDATED RESULTS

Consolidated net sales for the three months ended October 31, ~~2016~~2017 were $~~66,612,000~~66,646,000, ~~a decrease~~ of 2% ~~from net sales of~~compared to $~~67,795,000~~66,612,000 for the three months ended October 31, ~~2015~~2016. Net sales were ~~down~~up for ~~our~~the Retail and Wholesale Products Group, ~~and~~but were updown for ~~our~~the Business to Business Products Group. Consolidated net income was ~~$2,009,000~~$3,050,000 for the first quarter of fiscal year ~~2017~~2018, compared to $~~5,423,000~~2,009,000 for the first quarter of fiscal year ~~2016~~2017. ~~Operating~~First quarter operating income increased for ~~our Business to Business Products Group compared to~~ the ~~prior year. Lower net sales and approximately $5,400,000 higher advertising costs, described further below, drove an operating loss for our~~ Retail and Wholesale Products Group, but decreased for the Business to Business Products Group. Significantly lower advertising expense in the ~~first~~ ~~quarter.~~quarter, as described below, drove improvements in both consolidated net income and the Retail and Wholesale Products Group's operating income. Diluted net income per share was $0.41 for the first quarter of fiscal year 2018, compared to $0.28 for the first quarter of fiscal year 2017~~, compared to~~ ~~$0.75~~ ~~for the~~ ~~first~~ ~~quarter of fiscal~~ ~~2016~~.

Consolidated gross profit as a percentage of net sales for the first quarter of fiscal year ~~2017~~2018 was ~~31%~~28%, ~~compared to 30%~~which was lower than the 31% for the first quarter of fiscal year ~~2016~~2017~~. Gross profit~~, but was the same as for the ~~first three months~~full year of fiscal 2017 was positively impacted by lower packaging costs per ton produced. A significant amount of our packaging purchases are subject to contractual price adjustments throughout the year based on underlying commodity prices. The lower packaging costs reflected favorable price adjustments as commodity prices have declined, particularly for resin and paper-based packaging.2017. Gross profit was negatively ~~affected~~impacted by higher natural gas and other manufacturing costs, as well as by increased packaging costs. The cost per manufactured ton for natural gas used to operate kilns that dry our clay was approximately 4%10% higher ~~than~~in the first quarter of fiscal year 2018 compared to the ~~prior year. In addition, other~~first quarter of fiscal year 2017. Other manufacturing costs per ton produced were up approximately 9%8%, including higher expenses for ~~employee benefits,~~ repairs, salaries and ~~depreciation.~~wages, and purchased ingredients. Packaging costs were approximately 12% higher compared to the first quarter of the prior fiscal year. Significant amounts of our packaging purchases are subject to contractual price adjustments throughout the year based on underlying commodity prices, including both resin and paper-based packaging.

Total selling, general and administrative expenses were ~~37% higher~~15% lower for the first quarter of fiscal ~~2017~~year 2018 compared to the first quarter of fiscal ~~2016.~~year 2017. The discussion ~~of the segments' operating incomes~~ below describes the selling, general and administrative expenses allocated to the operating segments, particularly ~~higher~~lower advertising expense in the Retail and Wholesale Products Group. ~~Unallocated~~The remaining unallocated corporate expenses in the first quarter of fiscal ~~2017~~year 2018 included ~~a lower~~higher costs for research and development, implementation of our new enterprise resource planning software and outside legal fees associated with ongoing litigation, as described further in Part II. Item 1. “Legal Proceedings” of this Quarterly Report on Form 10-Q. In addition, the estimated annual incentive bonus accrual for the first quarter of fiscal year 2018 was higher compared to the same period of fiscal year 2017. The bonus accruals were based on performance targets established for each fiscal year. ~~The lower accrued bonus expense was partially offset by higher postretirement and employee health benefits.~~

~~Our tax~~Tax expense was ~~25%~~21% of pre-tax income for the first quarter of fiscal ~~2017~~,year 2018, compared ~~28% in~~to 25% for the first quarter of fiscal ~~2016. Our~~year 2017. We used an estimated annual effective tax rate ~~was~~in determining our quarterly provision for income taxes, which is based on ~~the estimated level of our~~expected annual taxable income ~~for the year~~ and the assessment of various tax deductions, including depletion. The effective tax rate for

the first quarter of fiscal year 2018 was reduced approximately 4% by the recognition of excess tax benefits for share-based compensation upon adoption of new accounting guidance. See Note 2 of the Notes to Condensed Consolidated Financial Statements for further details.

BUSINESS TO BUSINESS PRODUCTS GROUP

Net sales of the Business to Business Products Group for the first quarter of fiscal ~~2017~~year 2018 were ~~$27,473,000, an increase~~$27,087,000, a decrease of ~~$1,652,000,~~$386,000, or 6%1%, from net sales of ~~$25,821,000~~$27,473,000 for the first quarter of fiscal ~~2016. Sales~~year 2017. Net sales of our animal health and nutrition products ~~increased~~decreased approximately ~~53% with higher sales in all of our primary international~~7% across domestic and ~~domestic~~foreign markets. ~~See “Foreign Operations” below for further discussion of sales~~Sales by our subsidiary in ~~China. Net~~China declined, as described further in “Foreign Operations” below. Higher sales ~~of fluids purification products were up approximately 6%, primarily for sales to edible oil producers. A new customer~~ in ~~Europe, added in the fourth quarter of fiscal 2016, accounted for much of~~other Asian markets partially offset the sales ~~improvement. Partially offsetting this increase was lower sales to customers~~decline in ~~the petroleum oil processing industry due to normal ordering fluctuations. Sales of co-packaged coarse cat litter were 16% lower than in the~~ ~~first~~ ~~quarter of fiscal 2016 due primarily to fewer tons sold in the declining coarse cat litter market.~~China. Net sales of our agricultural chemical carriers to manufacturers of crop protection products were ~~down slightly~~lower and net sales of fluids purification products to edible oil producers were flat compared to the first quarter of the prior fiscal year. Co-packaged coarse cat litter sales increased due to a price adjustment under a co-packaging agreement.

Selling, general and administrative expenses for the Business to Business Products Group were ~~5% higher~~8% lower compared to the first quarter of fiscal ~~2016~~year 2017. This decrease was due primarily to ~~additional~~lower costs to promote our animal health and nutrition products.

The Business to Business Products Group’s operating income for the first quarter of fiscal ~~2017~~year 2018 was ~~$9,408,000, an increase~~$8,876,000, a decrease of ~~$239,000,~~$532,000, or 3%6%, from operating income of ~~$9,169,000~~$9,408,000 in the first quarter of fiscal ~~2016. The benefits of higher~~year 2017. Lower sales and ~~lower~~higher natural gas, other manufacturing and packaging costs more than offset ~~higher manufacturing costs and increased~~the benefit of lower selling, general and administrative expenses. See “Consolidated Results” above for further discussion of manufacturing and packaging costs.

RETAIL AND WHOLESALE PRODUCTS GROUP

Net sales of the Retail and Wholesale Products Group for the first quarter of fiscal ~~2017~~year 2018 were ~~$39,139,000, a decrease~~$39,559,000, an increase of ~~$2,835,000,~~$420,000, or 7%1%, from net sales of ~~$41,974,000~~$39,139,000 for the first quarter of fiscal ~~2016. Overall cat litter net sales declined approximately 8% compared to the first quarter of the prior year.~~year 2017. Net sales of both our branded and private label cat litters decreased due to the decision not to pursue continued business with two major low margin customers. Instead, we maintained our focus on the lightweight scoopable segment of the cat litter market and continued our integrated marketing campaign. Increased sales of both our Cat's Pride Fresh & Light Ultimate Care and our private label lightweight scoopable litters compared to the first quarter of the prior year reflected the positive results of this strategy. We plan to continue our advertising and promotion efforts on the lightweight litter market throughout fiscal 2017.

~~Sales~~ of industrial and automotive absorbent products were ~~down~~ approximately ~~6% from~~3% higher due primarily to higher sales to existing customers. Total cat litter net sales were flat compared to the first quarter of fiscal ~~2016~~year 2017. Sales of our private label lightweight scoopable litter continued to see strong growth compared to the same quarter of the prior year, due primarily to new distribution and increased sales to current customers. Net sales of total branded scoopable litters increased slightly, with higher sales of traditional scoopable litters more than offsetting lower sales of lightweight litters. As discussed below, spending to ~~distributors~~advertise our branded lightweight litters was significantly lower in the first quarter of fiscal year 2018 compared to the prior year. These higher sales were offset primarily by approximately 10% lower sales of our branded and private label coarse non-clumping litter. The overall market for heavy coarse litter continued to ~~a large mass merchandiser. Sales~~trend down.

First quarter sales for our ~~subsidiary~~subsidiaries in both Canada and the United Kingdom ~~declined slightly, while sales for our subsidiary in Canada increased, as discussed in~~were higher than the same period of the prior year. See “Foreign Operations” ~~below.~~below for further discussion about the results of our foreign subsidiaries.

Selling, general and administrative expenses for the Retail and Wholesale Products Group were ~~156% higher~~41% lower compared to the first quarter of fiscal ~~2016. Advertising~~year 2017. The decrease was driven by approximately $3,200,000 lower advertising expense ~~increased approximately $5,400,000 due primarily to the continuation of the integrated marketing campaign~~ to promote our Fresh & Light Ultimate Care lightweight cat litter. ~~This campaign started in the second quarter of fiscal 2016.~~ We plan to continue ~~this campaign throughout~~promoting lightweight litter through the remainder of fiscal year 2018 and we expect advertising expense ~~will be higher~~ for the full year of fiscal ~~2017 compared~~year 2018 to be at levels similar to fiscal ~~2016.~~year 2017.

The Retail and Wholesale Products ~~Group reported~~Group's operating income for the first quarter of fiscal year 2018 was $2,365,000, compared to an operating loss of $507,000 for the first quarter of fiscal ~~2017, compared to~~year 2017. The increase in operating income ~~of $5,402,000 for the first quarter of fiscal 2016. The operating loss~~ was driven by ~~approximately $6,000,000 of~~the lower advertising costs as discussed above. ~~Higher~~The reduction in advertising costs more than offset higher natural gas, other manufacturing ~~costs also negatively impacted the Group's operating results, while some benefit was realized from lower~~and packaging costs. See “Consolidated Results” above for further discussion of ~~these~~manufacturing and packaging cost changes.

FOREIGN OPERATIONS

Foreign operations include our subsidiaries in Canada and the United Kingdom, which are included in the Retail and Wholesale Products Group, and our subsidiary in China, which is included in the Business to Business Products Group. ~~Total net~~Net sales by our foreign subsidiaries during the first quarter of fiscal year ~~2017~~2018 were $~~3,151,000~~2,937,000, a ~~25%~~7% ~~increase~~decrease compared to net sales of $~~2,513,000~~3,151,000 in the first quarter of fiscal year ~~2016~~2017. ~~Higher~~Our subsidiary in China reported lower sales for animal health and nutrition products with approximately 16% fewer tons sold, predominately driven by the merger of two customers. Sales increased for industrial absorbent products sold by our ~~China~~ subsidiary ~~were attributed to approximately 66% more tons sold. Sales also increased~~in Canada and for ~~both industrial floor absorbents and cat litter sold by our Canada subsidiary. Fresh & Light Ultimate Care products contributed to the higher cat litter sales. Our United Kingdom subsidiary's~~ sales of fluids purification products ~~declined slightly.~~sold by our subsidiary in the United Kingdom. Net sales by our foreign subsidiaries represented approximately 5%4% and 4%5% of ~~our~~ consolidated net sales during the first quarters of fiscal ~~2017~~years 2018 and ~~2016,~~2017, respectively.

Our foreign subsidiaries reported net income of $199,000 for the first quarter of fiscal year 2018 compared to net income of $31,000 for the first quarter of fiscal year 2017. The strength in value of the British Pound relative to the U.S. Dollar resulted in an exchange rate gain upon conversion of the financial results of our United Kingdom into our financial reporting currency.

Identifiable assets of our foreign subsidiaries as of October 31, 2017 were $8,317,000, compared to ~~a net loss~~$7,478,000 as of ~~$467,000 for the first quarter of fiscal~~October 31, 2016. The ~~net income for the quarter~~increase was ~~driven by the~~due primarily to higher ~~sales.~~cash and cash equivalents and inventories.

LIQUIDITY AND CAPITAL RESOURCES

Our principal capital requirements include: funding working capital needs; purchasing and upgrading equipment, facilities, information systems and real estate; supporting new product development; investing in infrastructure; repurchasing Common Stock; paying dividends; and business acquisitions. During the first three months of fiscal year ~~2017~~2018, we principally used cash generated from operations to fund these requirements. We also have the ability to borrow under our revolving credit agreement with BMO Harris Bank N.A. (“BMO Harris”), as described further below, however we have not borrowed under the credit agreement in recent years. ~~Cash and cash equivalents~~ ~~decreased~~ ~~$2,638,000 during the first~~ ~~three~~ ~~months of fiscal~~ ~~2017~~ ~~to $15,991,000, and short term investments~~ ~~decreased$4,825,000~~ ~~during the same period to~~ ~~$5,359,000~~ ~~as of October 31, 2016.~~

The following table sets forth certain elements of our Condensed Consolidated Statements of Cash Flows (in thousands):


	For the Three Months Ended October 31,						For the Three Months Ended October 31,
	2016			2015			2017			2016
Net cash provided by operating activities	$	1,325		$	8,516		$	2,568		$	1,325
Net cash provided by (used in) investing activities	533			(2,965		)
Net cash provided by investing activities							1,431			533
Net cash used in financing activities	(4,554		)	(4,677		)	(4,663		)	(4,554		)
Effect of exchange rate changes on cash and cash equivalents	58			(1		)	(30		)	58
Net (decrease) increase in cash and cash equivalents	$	(2,638	)	$	873
Net decrease in cash and cash equivalents							$	(694	)	$	(2,638	)

Net cash provided by operating activities

In addition to net income, as adjusted for depreciation and amortization and other non-cash operating activities, the primary sources and uses of operating cash flows for the first three months of fiscal years ~~2017~~2018 and ~~2016~~2017 were as follows:

Accounts receivable, less allowance for doubtful accounts, ~~increased~~decreased $696,000 in the first three months of fiscal year 2018 compared to an increase of $640,000 in the first three months of fiscal ~~2017 compared to an increase of $436,000 in the first three months of fiscal 2016.~~year 2017. The change in accounts receivable balances reflected differences in the level and timing of sales and collections, as well as the payment terms provided to various customers.

Prepaid expenses increased $1,361,000 in the first three months of fiscal year 2018 compared to an increase of $1,057,000 in the first three months of fiscal ~~2017 compared~~year 2017. Prepayments of annual insurance premiums contributed to anthe increase ~~of $862,000~~ in ~~the first three months of~~both fiscal ~~2016. Prepaid~~years. In addition, prepaid advertising expenses increased in the first three months of ~~both~~ fiscal ~~2017~~year 2018 and ~~2016 due to~~ prepayments ~~of annual insurance premiums. The increase in prepaid expenses~~for computer software licenses were included in the first three months of fiscal year 2017.

Accounts payable decreased $825,000 in the first three months of fiscal year 2018 compared to an increase of $476,000 in the first three months of fiscal year 2017. Trade and freight payable varied in both periods due to timing of payments, fluctuations in the cost of goods and services we purchased, production volume levels and vendor payment terms. In addition, we performed a review of our vendor payment terms in fiscal year 2017 and adjusted the timing of our payments accordingly. Current accrued estimated income taxes are also included ~~prepayments for computer software licenses.~~in accounts payable balances.

Accrued expenses decreased $3,275,000 in the first three months of fiscal year 2018 compared to a decrease of $3,592,000 in the first three months of fiscal ~~2017 compared to an increase of $33,000 in the first three months of fiscal 2016.~~year 2017. The payout of the prior fiscal year's discretionary incentive bonus drove ~~the decrease in~~lower accrued salaries in the first three months of both fiscal years 2018 and 2017. Accrued plant expenses fluctuated in the first three months of both fiscal ~~2017 and 2016~~years due to timing of payments, changes in the cost of goods and services we purchased, production volume levels and vendor payment terms. In addition, accrued trade promotions and advertising varied due to the timing of marketing programs.

Net cash provided by ~~(used in)~~ investing activities

Cash provided by investing activities was $1,431,000 in the first three months of fiscal year 2018 compared to cash provided by investing activities of $533,000 in the first three months of fiscal ~~2017 compared to cash~~year 2017. Cash used ~~in investing activities of $2,965,000~~for capital expenditures was $4,045,000 and $4,295,000 in the first three months of fiscal ~~2016. Cash used for capital expenditures was $4,295,000~~years 2018 and ~~$1,765,000 in the first three months of fiscal~~ 2017, ~~and 2016,~~ respectively. Capital expenditures in ~~the first three months of fiscal 2017~~both periods included

spending for an ~~ongoing~~ enterprise resource planning system ~~project and related infrastructure improvements,~~implementation, as well as equipment additions and replacement at our manufacturing facilities. Net dispositions of short-term investments provided cash of $5,468,000 and $4,827,000 in the first three months of fiscal years 2018 and 2017, ~~while net purchases used cash of $1,200,000 in the first three months of fiscal 2016.~~respectively. Purchases and dispositions of investment securities in both periods are impacted by variations in the timing of investment maturities, the operating cash needs of the Company and the availability of investment options.

Net cash used in financing activities

Cash used in financing activities was $4,663,000 in the first three months of fiscal year 2018 compared to cash used in financing activities of $4,554,000 in the first three months of fiscal ~~2017 compared to cash used in financing activities of $4,677,000 in the first three months of fiscal 2016.~~year 2017. Scheduled payments on long-term debt were $3,083,000 ~~and $3,484,000~~ in the first three months of both fiscal ~~2017~~years 2018 and ~~2016, respectively.~~2017. Dividend payments in the first three months of fiscal ~~2017~~year 2018 were ~~$1,477,000~~$1,553,000 compared to ~~$1,377,000~~$1,477,000 paid during the same period of fiscal ~~2016~~year 2017 due to a dividend increase.

Other

Total cash and investment balances held by our foreign subsidiaries of ~~$1,453,000~~$2,051,000 as of October 31, ~~2016~~2017 were higher than the October 31, ~~2015~~2016 balances of ~~$1,366,000.~~$1,453,000. See further discussion in “Foreign Operations” above.

We have a $25,000,000 unsecured revolving credit agreement with BMO Harris which expires on December 4, 2019. The agreement also provides for a maximum of $5,000,000 for foreign letters of credit. Under the agreement we may select a variable interest rate based on either the BMO Harris prime rate or a LIBOR-based rate, plus a margin which varies depending on our debt to earnings ratio, or a fixed rate as agreed between us and BMO Harris. At October 31, ~~2016,~~2017, the variable rates would have been ~~3.50%~~4.25% for the BMO Harris prime-based rate or ~~1.88%~~2.36% for the LIBOR-based rate. The credit agreement contains restrictive covenants that, among other things and under various conditions, limit our ability to incur additional indebtedness or to dispose of assets. The agreement also requires us to maintain a minimum fixed coverage ratio and a minimum consolidated net worth. We did not borrow under the credit agreement during the three months ended October 31, ~~2016~~2017 and ~~2015,~~2016, and we were in compliance with its covenants.

As of October 31, ~~2016~~2017, we had remaining authority to repurchase ~~301,837~~300,822 shares of Common Stock under a repurchase plan approved by our Board of Directors. These repurchases may be made on the open market (pursuant to Rule 10b5-1 plans or otherwise) or in negotiated transactions. The timing and ~~amount~~number of shares repurchased will be determined by our management.

We believe that cash flow from operations, availability under our revolving credit facility, current cash and investment balances and our ability to obtain other financing, if necessary, will provide adequate cash funds for foreseeable working capital needs, capital expenditures at existing facilities, dividend payments and debt service obligations for at least the next 12 months. We plan to continue promoting our ~~Cat's Pride Fresh & Light Ultimate Care~~ lightweight ~~scoopable litter during fiscal 2017~~products and we expect advertising ~~costs to be higher than~~expense in fiscal year ~~2016.~~2018 to be at similar levels as fiscal year 2017. We also anticipate that our capital expenditures ~~will increase~~ in fiscal ~~2017. Part of the increase~~year 2018 will be ~~for the implementation of an~~higher than in fiscal year 2017, including costs related to our enterprise resource planning ~~software.~~software implementation. We do not ~~anticipate~~believe that these increased expenditures will dramatically impact our cash position; however our cash requirements are subject to change as business conditions warrant and opportunities arise. We continually evaluate our liquidity position and anticipated cash needs, as well as the financing options available to obtain additional cash reserves. Our ability to fund operations, to make planned capital expenditures, to make scheduled debt payments and to remain in compliance with all financial covenants under debt agreements, including, but not limited to, the current credit agreement, depends on our future operating performance, which, in turn, is subject to prevailing economic conditions and to financial, business and other factors. The timing and size of any new business ventures or acquisitions that we complete may also impact our cash requirements.

The ~~tables in the~~ following ~~subsection~~tables summarize our contractual obligations and commercial commitments (in thousands) as of October 31, ~~2016~~2017 for the time-frames indicated.

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS


	Payments Due by Period										Payments Due by Period
Contractual Obligations	Total		Less Than 1 Year		1 – 3 Years		4 – 5 Years		After 5 Years		Total		Less Than 1 Year		1 – 3 Years		4 – 5 Years		After 5 Years
Notes Payable	$	12,333	$	3,083	$	6,167	$	3,083	$	—	$	9,250	$	3,083	$	6,167	$	—	$	—
Interest on Notes Payable	1,231		498		611		122		—		733		366		367		—		—
Operating Leases	16,208		2,028		3,567		1,614		8,999		15,673		2,021		2,925		2,319		8,408
Total Contractual Cash Obligations	$	29,772	$	5,609	$	10,345	$	4,819	$	8,999	$	25,656	$	5,470	$	9,459	$	2,319	$	8,408

We made total contributions to our defined benefit pension plan of ~~$301,000~~$335,000 during the first three months of fiscal ~~2017.~~year 2018. We estimate contributions of approximately ~~$1,174,000~~$1,807,000 will be made during the remainder of fiscal ~~2017.~~year 2018. We have not presented this obligation for future years in the table above because the funding requirement can vary from year to year based on changes in the fair value of plan assets and actuarial assumptions. See “Item 3. Quantitative and Qualitative Disclosures About Market Risk” below for a discussion of the potential impact of financial market fluctuations on pension plan assets and future funding contributions.

Amount of Commitment Expiration Per Period
Total Less Than 1 Year 1 – 3 Years 4 – 5 Years After 5 Years
Other Commercial Commitments $ 26,395
$ 26,395
$ —
$ —
$ —



	Amount of Commitment Expiration Per Period
	Total		Less Than 1 Year		1 – 3 Years		4 – 5 Years		After 5 Years
Other Commercial Commitments	$	29,612	$	29,612	$	—	$	—	$	—

The other commercial commitments in the table above represent open purchase orders, including blanket purchase orders, for items such as packaging, additives and pallets used in the normal course of operations. The expected timing of payments for these obligations is estimated based on current information. Timing of payments and actual amounts paid may be different depending on the time of receipt of goods or services, or changes to agreed-upon amounts for some obligations.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

This discussion and analysis of financial condition and results of operations is based on our unaudited Condensed Consolidated Financial Statements, which have been prepared in accordance with U.S. GAAP for interim financial information and in compliance with instructions to Form 10-Q and Article 10 of Regulation S-X. The preparation of these financial statements requires the use of estimates and assumptions related to the reporting of assets, liabilities, revenues, expenses and related disclosures. In preparing these financial statements, we have made our best estimates and judgments of certain amounts included in the financial statements. Estimates and assumptions are revised periodically. Actual results could differ from these estimates. See the information concerning our critical accounting policies included under “Management’s Discussion of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended July 31, ~~2016~~2017.

~~Recently Adopted Regulations~~

~~For the first quarter of fiscal 2017, we adopted FASB guidance under ASC 835,~~ ~~Simplifying the Presentation of Debt Issuance Cost,~~ which requires debt issuance costs to be presented as a direct deduction from the associated debt liability rather than as an asset. Amortization of these costs will continue to be reported as interest expense. We adopted this guidance retrospectively, which resulted in a decrease in Other Assets of $118,000 with a corresponding decrease in Noncurrent Liabilities in our Condensed Consolidated Balance Sheets as of July 31, 2016. The new requirements had no impact on our results of operations or cash flows.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to interest rate risk and employ policies and procedures to manage our exposure to changes in the market risk of our cash equivalents and short-term investments. We believe that the market risk arising from holdings of our financial instruments is not material.

We are exposed to foreign currency fluctuation risk, primarily the U.S. Dollar relative to the British Pound, Euro, Canadian Dollar and Chinese ~~Yuan and the Brazilian Real, as~~Yuan. This risk is related to our foreign ~~subsidiaries,~~subsidiaries' financial results, to certain accounts receivable and to our ability to sell in foreign markets. We are subject to the impact of currency fluctuation upon translation ~~exposure~~ of our foreign subsidiaries’ financial statements from local currencies to U.S. Dollars. In recent years, our foreign subsidiaries have not generated a substantial portion of our consolidated net sales or net income. In addition, the portion of our consolidated accounts receivable denominated in foreign currencies ishas not been significant. Finally, foreign sales of our products may be influenced by the relative strength ~~or weakness~~ of the U.S. ~~Dollar~~dollar compared to various other currencies, which makes our products relatively more or less expensive than our foreign competitors' products in local marketplaces. Foreign currency fluctuations had some bearing on our operating results in the first three months of fiscal ~~2017~~;year 2018; however, historically the overall foreign currency fluctuation risk has not been material to our Consolidated Financial ~~Statements and in~~Statements. During the first three months of fiscal ~~2017~~year 2018, we did not enter into any hedge contracts ~~in an attempt~~ to offset any adverse effect of changes in currency exchange rates.

We are exposed to market risk as it relates to the investments of plan assets under our defined benefit pension plan. The fair value of these assets is subject to change due to fluctuations in the financial markets. A lower asset value may increase our pension expense and may increase the amount and accelerate the timing of future funding contributions.

We are exposed to regulatory risk in the fluid purification, animal health and agricultural markets, principally as a result of the risk of increasing regulation of the food chain throughout the world, but particularly in the United States and Europe. We actively monitor developments in this area, both directly and through trade organizations of which we are a member.

We are exposed to commodity price risk with respect to fuel. Factors that could influence the cost of natural gas used in the kilns to dry our clay include the creditworthiness of our natural gas suppliers, the overall general economy, developments in world events, general supply and demand for natural gas, seasonality and the weather patterns throughout the United States and the world. We monitor fuel market trends and, consistent with our past practice, we may ~~purchase fuel at spot rates on a month to month basis and we may~~ contract for a portion of our anticipated fuel needs using forward purchase contracts to mitigate the volatility of our kiln fuel prices. As of October 31, ~~2016,~~2017, we have not purchased any natural gas contracts for our planned kiln fuel needs for the remainder of fiscal ~~2017.~~year 2018.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)) as of the end of the period covered by this Quarterly Report on Form 10-Q. The controls evaluation was conducted under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based upon the controls evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified by the SEC, and that such information is accumulated and communicated to management, including the CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the fiscal quarter ended October 31, ~~2016~~2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including the CEO and CFO, do not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

PART II – OTHER INFORMATION

Items 1, 1A, 3 and 5 of this Part II are either inapplicable or are answered in the negative and are omitted pursuant to the instructions to Part II.

ITEM 1. LEGAL PROCEEDINGS

Below is a supplement to the description of the litigation under Item 3, “Legal Proceedings,” in the Annual Report on Form 10-K for the fiscal year ended July 31, 2017.

On February 3, 2015, we brought suit in the United States District Court for the Northern District of Illinois, Eastern Division, against Nestlé Purina PetCare Company (“Nestlé”) seeking monetary damages and injunctive relief based on Nestlé’s alleged infringement of a patent held by us. Discovery in this case is proceeding.

Additionally, Nestlé filed a petition for Inter Partes Review (“IPR”) with the Patent Trial and Appeal Board (“PTAB”) of the United States Patent and Trademark Office to challenge certain of the claims in our patent. The PTAB agreed to consider Nestlé’s petition, but on June 20, 2016, issued an order stating that Nestlé had not shown by a preponderance of the evidence that any of the challenged claims in our patent are unpatentable. In July 2016, Nestlé filed a motion for reconsideration of the PTAB’s decision, which was denied in February 2017. Nestlé timely filed an appeal of the PTAB’s decision to the U.S. Court of Appeals for the Federal Circuit, and briefing commenced. In November 2017, Nestle filed a motion in that Court to remand the case to the PTAB for consideration of additional evidence that it claims that we should have provided to the PTAB. On December 4, 2017, we filed a response to the motion to remand.

Due to the nature and current legal standing of the litigation with Nestlé, we cannot estimate the possible damages, if any, and the total expense associated with the lawsuits. Although no assurances can be given as to the results of the lawsuits, based on the present status, management does not believe that such results will have a material adverse effect on our financial condition or results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the three months ended October 31, ~~2016,~~2017, we did not sell any securities which were not registered under the Securities Act of 1933. The following chart summarizes our Common Stock purchases during this period.

ISSUER PURCHASES OF EQUITY SECURITIES ¹
(a) (b) (c) (d)
For the Three Months Ended October 31, 2016 Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Maximum Number of Shares that may yet be Purchased Under Plans or Programs²
August 1, 2016 to August 31, 2016 — — — 305,361
September 1, 2016 to September 30, 2016 — — — 305,361
October 1, 2016 to
October 31, 2016 3,524 $34.56 — 301,837



ISSUER PURCHASES OF EQUITY SECURITIES ¹
	(a)	(b)	(c)	(d)
For the Three Months Ended October 31, 2017	Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares that may yet be Purchased Under Plans or Programs²
August 1, 2017 to August 31, 2017	—	—	—	301,444
September 1, 2017 to September 30, 2017	—	—	—	301,444
October 1, 2017 to October 31, 2017	622	$42.76	—	300,822

¹ The table summarizes repurchases of (and remaining authority to repurchase) shares of our Common Stock. We did not repurchase any shares of our Class B Stock during the period in question, and no shares of our Class A Common Stock are currently outstanding. Descriptions of our Common Stock, Class B Stock and Class A Common Stock are contained in the notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended July 31, ~~2016~~2017 filed with the SEC.

² Our Board of Directors authorized repurchases of 250,000 shares on March 11, 2011 and authorized the repurchase of an additional 250,000 shares on June 14, 2012. These authorizations do not have a stated expiration date. The share numbers in this column indicate the number of shares of Common Stock that may yet be repurchased under these authorizations. We do not have any current authorization from our Board of Directors to repurchase shares of Class B Stock.

ITEM 4. MINE SAFETY DISCLOSURES

Our mining operations are subject to regulation by the Mine Safety and Health Administration under authority of the Federal Mine Safety and Health Act of 1977, as amended. Information concerning mine safety violations or other regulatory matters required by section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K is included in Exhibit 95 to this Quarterly Report on Form 10-Q.

ITEM 6. EXHIBITS



Exhibit No.	Description	SEC Document Reference

11	Statement re: Computation of Earnings per ~~Share.~~Share.	Filed herewith.

31	Certifications pursuant to Rule 13a–14(a).	Filed herewith.

32	Certifications pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002.	Furnished herewith.

95	Mine Safety Disclosures	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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

OIL-DRI CORPORATION OF AMERICA

(Registrant)

BY /s/ Daniel S. Jaffee

Daniel S. Jaffee

President and Chief Executive Officer

BY /s/ Daniel T. Smith

Daniel T. Smith

Vice President and Chief Financial Officer

Dated: December 8, ~~2016~~2017

EXHIBITS



Exhibit No.			Description

11			Statement re: Computation of Earnings per Share.

31			Certifications pursuant to Rule 13a–14(a).

32			Certifications pursuant to Section 1350 of the Sarbanes-Oxley Act of 2002.

95			Mine Safety Disclosures

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

Note: Stockholders may receive copies of the above listed exhibits, without fee, by written request to Investor Relations, Oil-Dri Corporation of America, 410 North Michigan Avenue, Suite 400, Chicago, Illinois 60611-4213, by telephone at (312) 321-1515 or by e-mail to info@oildri.com.



	Number of Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
	(in thousands)			(Years)	(in thousands)
Options outstanding and exercisable, July 31, 2016	10	$	17.00	0.3	$	205
Options outstanding and exercisable, October 31, 2016	10	$	17.00	0.1	$	168