SEC Comment Letter for Oil-Dri Corp of America (ODC) (CIK 0000074046) (ODC) — Jul 17, 2013
Oil-Dri Corp of America (ODC) (CIK 0000074046)
Date: July 17, 2013 · CIK: 0000074046 · Accession: 0000000000-13-038856
AI Filing Summary & Sentiment
Reasoning
Letter
July 16, 2013 Via E -mail Mr. Daniel T. Smith Vice President and Chief Financial Officer Oil-Dri Corporation of America 410 North Michigan Avenue, Suite 400 Chicago, IL 60611
RE: Oil-Dri Corporation of America Form 10 -K for the Year ended July 31, 2012 Filed October 11, 2012 Form 10 -Q for the Quarter ended April 30, 2013 Filed June 7, 2013 File No. 1-12622
Dear Mr. Smith :
We have reviewed your filing s and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter within ten business days by providing the requested information or by advisin g us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response.
After reviewing the information you provide in response to these comments, we may have additional comments.
Form 10 -K for the Year Ended July 31, 2012
Item 8 – Financial Statements and Supplementary Data, page 37
Note 1 – Summary of Significant Accounting Policies, page 42
1. Please supplementally quantify for us both the amount o f stripping costs included within cost of sales during the periods presented and the amount of capitalized mining assets as of each period presented. Please also consider disclosing this information in future filings to enhance transparency for investors.
Mr. Daniel T. Smith Oil-Dri Corporation of America July 16, 2013 Page 2
Note 3 – Operating Segments, page 47
2. We note that in your March 13, 2013 earnings conference call with investors, management made reference to historical revenue results for specific products. In particular, management described the revenues associa ted with two different cat litter products for the 12 week and 52 week periods ended March 31, 2013 compared to the prior year periods. Furthermore, your MD&A on page 26 also describes percentage increases in various product lines including cat litter and agricultural and horticultural products. In light of these statements made during the earnings call and your MD&A disclosures, please help us understand why you believe that it is impracticable to disclose revenues by product line. Please refer to ASC 280-10-50-40.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In responding to our comments, please provide a written statement from the company acknowledging that:
the company is responsible for the adequacy and accuracy of the disclosure in the filing;
staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
You may contact Jeffrey Gordon, Staff Accountant, at (202) 551 -3866 or, in his absence, Lisa Etheredge , Staff Accountant, at (202) 551 -3424 if you have questions regarding these comments.
Sincerely,
/s/ Rufus Decker
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July 16, 2013 Via E -mail Mr. Daniel T. Smith Vice President and Chief Financial Officer Oil-Dri Corporation of America 410 North Michigan Avenue, Suite 400 Chicago, IL 60611 RE: Oil-Dri Corporation of America Form 10 -K for the Year ended July 31, 2012 Filed October 11, 2012 Form 10 -Q for the Quarter ended April 30, 2013 Filed June 7, 2013 File No. 1-12622 Dear Mr. Smith : We have reviewed your filing s and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter within ten business days by providing the requested information or by advisin g us when you will provide the requested response. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing the information you provide in response to these comments, we may have additional comments. Form 10 -K for the Year Ended July 31, 2012 Item 8 – Financial Statements and Supplementary Data, page 37 Note 1 – Summary of Significant Accounting Policies, page 42 1. Please supplementally quantify for us both the amount o f stripping costs included within cost of sales during the periods presented and the amount of capitalized mining assets as of each period presented. Please also consider disclosing this information in future filings to enhance transparency for investors. Mr. Daniel T. Smith Oil-Dri Corporation of America July 16, 2013 Page 2 Note 3 – Operating Segments, page 47 2. We note that in your March 13, 2013 earnings conference call with investors, management made reference to historical revenue results for specific products. In particular, management described the revenues associa ted with two different cat litter products for the 12 week and 52 week periods ended March 31, 2013 compared to the prior year periods. Furthermore, your MD&A on page 26 also describes percentage increases in various product lines including cat litter and agricultural and horticultural products. In light of these statements made during the earnings call and your MD&A disclosures, please help us understand why you believe that it is impracticable to disclose revenues by product line. Please refer to ASC 280-10-50-40. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Exchange Act of 1934 and all applicable Exchange Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In responding to our comments, please provide a written statement from the company acknowledging that: the company is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. You may contact Jeffrey Gordon, Staff Accountant, at (202) 551 -3866 or, in his absence, Lisa Etheredge , Staff Accountant, at (202) 551 -3424 if you have questions regarding these comments. Sincerely, /s/ Rufus Decker Rufus Decker Accounting Branch Chief