Delaware
|
1-7677
|
73-1015226
|
||
(State
or other jurisdiction
of
incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
||
16 South Pennsylvania Avenue,
Oklahoma City, Oklahoma
(Address of principal executive offices) |
73107
(Zip
Code) |
|||
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
COMPANY
CONTACT:
|
Investor
Relations Contact:
|
Tony
M. Shelby, Chief Financial Officer
|
Linda
Latman (212) 836-9609
|
(405)
235-4546
|
Lena
Cati (212) 836-9611
|
|
The
Equity Group Inc.
|
§
|
Net
sales were $138.6 million, a 30.0% decline from $198.1
million;
|
§
|
Operating
income was $14.5 million compared to $29.3
million;
|
§
|
Net
income was $8.7 million compared to $17.9
million;
|
§
|
Diluted
earnings per common share was $0.38 compared
$0.75.
|
·
|
Net
sales were $288.8 million, a 19.4% decline from $358.5
million;
|
·
|
Operating
income was $34.0 million compared to $48.7
million;
|
·
|
Net
income was $20.5 million compared to $28.8
million;
|
·
|
Net
income applicable to common shareholders decreased to $20.2 million from
$28.5 million;
|
·
|
Diluted
earnings per common share was $0.89 compared to
$1.21.
|
·
|
$3.1
million lower profit margins on UAN fertilizer as a result of lower tons
sold and lower margins, offset by $1.1 million of gross profit margins in
excess of current market prices due to firm sales commitments made in
2008.
|
·
|
Losses
of $300,000 on natural gas hedging contracts compared to gains
of $1.2 million in the 2008 quarter, a swing of $1.5
million.
|
·
|
Start
up expenses of the Pryor facility of $3.2 million compared to $0.5 million
in 2008.
|
Six
Months
|
Three
Months
|
||||
2009
|
2008
|
2009
|
2008
|
||
(In Thousands, Except Per Share
Amounts)
|
Net
sales
|
$ | 288,760 | $ | 358,507 | $ | 138,563 | $ | 198,052 | ||||||||
Cost
of sales
|
210,205 | 277,009 | 100,736 | 154,311 | ||||||||||||
Gross
profit
|
78,555 | 81,498 | 37,827 | 43,741 | ||||||||||||
Selling,
general and administrative expense
|
44,421 | 40,222 | 23,046 | 21,458 | ||||||||||||
Provisions
for losses on accounts receivable
|
28 | 292 | (24 | ) | 202 | |||||||||||
Other
expense
|
334 | 657 | 291 | 476 | ||||||||||||
Other
income
|
(190 | ) | (8,329 | ) | (28 | ) | (7,719 | ) | ||||||||
Operating
income
|
33,962 | 48,656 | 14,542 | 29,324 | ||||||||||||
Interest
expense
|
2,939 | 3,720 | 1,028 | 1,266 | ||||||||||||
Gain
on extinguishment of debt
|
(1,743 | ) | - | (421 | ) | - | ||||||||||
Non-operating
other income, net
|
(34 | ) | (862 | ) | (11 | ) | (345 | ) | ||||||||
Income
from continuing operations before provisions for income
taxes and equity in earnings of affiliate
|
32,800 | 45,798 | 13,946 | 28,403 | ||||||||||||
Provisions
for income taxes
|
12,800 | 17,429 | 5,451 | 10,709 | ||||||||||||
Equity
in earnings of affiliate
|
(488 | ) | (462 | ) | (248 | ) | (230 | ) | ||||||||
Income
from continuing operations
|
20,488 | 28,831 | 8,743 | 17,924 | ||||||||||||
Net
loss from discontinued operations
|
15 | 17 | 13 | 17 | ||||||||||||
Net
income
|
20,473 | 28,814 | 8,730 | 17,907 | ||||||||||||
Dividends
on preferred stock
|
306 | 306 | - | - | ||||||||||||
Net
income applicable to common stock
|
$ | 20,167 | $ | 28,508 | $ | 8,730 | $ | 17,907 | ||||||||
Weighted
average common shares:
|
||||||||||||||||
Basic
|
21,174 | 21,115 | 21,238 | 21,172 | ||||||||||||
Diluted
|
23,587 | 24,908 | 23,674 | 24,827 | ||||||||||||
Income
per common share:
|
||||||||||||||||
Basic:
|
$ | .95 | $ | 1.35 | $ | .41 | $ | .85 | ||||||||
Diluted:
|
$ | .89 | $ | 1.21 | $ | .38 | $ | .75 |
Note
1:
|
Net
income applicable to common stock is computed by adjusting net income by
the amount of preferred stock dividends. Basic income per
common share is based upon net income applicable to common stock and the
weighted average number of common shares outstanding during each
period.
|
|
Diluted
income per share is based on net income applicable to common stock plus
preferred stock dividends on preferred stock assumed to be converted, if
dilutive, and interest expense including amortization of debt issuance
costs, net of income taxes, on convertible debt assumed to be converted,
if dilutive, and the weighted average number of common shares and dilutive
common equivalent shares outstanding and the assumed conversion of
dilutive convertible securities
outstanding.
|
Note
2:
|
Realized
and unrealized gains (losses) included in earnings and the income
statement classifications are as
follows:
|
Six
Months Ended
June
30,
|
Three
Months Ended
June
30,
|
2009
|
2008
|
2009
|
2008
|
(In
Thousands)
|
Total
gains (losses) included in earnings:
|
|||||||||||||||
Cost
of sales – Commodities contracts
|
$
|
(1,148
|
)
|
$
|
4,488
|
$
|
8
|
$
|
1,291
|
||||||
Cost
of sales – Foreign exchange contracts
|
(31
|
)
|
(35
|
)
|
(1
|
)
|
(35
|
)
|
|||||||
Interest
expense – Interest rate contracts
|
158
|
708
|
427
|
877
|
|||||||||||
$
|
(1,021
|
)
|
$
|
5,161
|
$
|
434
|
$
|
2,133
|
Change
in unrealized gains and losses relating to
contracts still held at period end:
|
|||||||||||||||
Cost
of sales – Commodities contracts
|
$
|
(969
|
)
|
$
|
861
|
$
|
30
|
$
|
808
|
||||||
Cost
of sales – Foreign exchange contracts
|
-
|
(15
|
)
|
-
|
(15
|
)
|
|||||||||
Interest
expense – Interest rate contracts
|
649
|
709
|
719
|
896
|
|||||||||||
$
|
(320
|
)
|
$
|
1,555
|
$
|
749
|
$
|
1,689
|
Note
3:
|
For
each of the six and three month periods ended June 30, 2008, we recognized
other income of $7.6 million, net of attorneys’ fees, relating to a
litigation judgment.
|
Note
4:
|
During
the six and three months ended June 30, 2009, we acquired $9.2 million and
$3.5 million, respectively, aggregate principal amount of the 2007
Debentures for approximately $7.1 million and $2.9 million, respectively.
As a result, we recognized a gain on extinguishment of debt of $1.7
million and $0.4 million, respectively, after writing off approximately
$0.4 million and $0.2 million, respectively, of the unamortized debt
issuance costs associated with the 2007 Debentures
acquired.
|
Note
5
|
Information
about the Company’s operations in different industry segments for the six
and three months ended June 30, 2009 and 2008 is detailed on the following
page.
|
Six
Months Ended
June
30,
|
Three
Months Ended
June
30,
|
2009
|
2008
|
2009
|
2008
|
(In
Thousands)
|
Net
sales:
|
|||||||||||||||
Climate
Control
|
$
|
139,030
|
$
|
146,949
|
$
|
66,982
|
$
|
80,626
|
|||||||
Chemical
|
144,371
|
204,788
|
69,893
|
113,458
|
|||||||||||
Other
|
5,359
|
6,770
|
1,688
|
3,968
|
|||||||||||
$
|
288,760
|
$
|
358,507
|
$
|
138,563
|
$
|
198,052
|
||||||||
Gross
profit: (1)
|
|||||||||||||||
Climate
Control (2)
|
$
|
47,426
|
$
|
47,454
|
$
|
24,998
|
$
|
25,932
|
|||||||
Chemical
(3)
|
29,429
|
31,852
|
12,281
|
16,499
|
|||||||||||
Other
|
1,700
|
2,192
|
548
|
1,310
|
|||||||||||
$
|
78,555
|
$
|
81,498
|
$
|
37,827
|
$
|
43,741
|
||||||||
Operating
income (loss): (4)
|
|||||||||||||||
Climate
Control (2)
|
$
|
21,204
|
$
|
21,182
|
$
|
12,226
|
$
|
11,855
|
|||||||
Chemical
(3) (5) (6)
|
18,835
|
32,627
|
6,197
|
20,502
|
|||||||||||
General
corporate expenses and other business operations, net (7)
|
(6,077
|
)
|
(5,153
|
)
|
(3,881
|
)
|
(3,033
|
)
|
|||||||
33,962
|
48,656
|
14,542
|
29,324
|
||||||||||||
Interest
expense
|
(2,939
|
)
|
(3,720
|
)
|
(1,028
|
)
|
(1,266
|
)
|
|||||||
Gains
on extinguishment of debt
|
1,743
|
-
|
421
|
-
|
|||||||||||
Non-operating
other income (expense), net:
|
|||||||||||||||
Climate
Control
|
-
|
1
|
-
|
-
|
|||||||||||
Chemical
|
6
|
64
|
3
|
60
|
|||||||||||
Corporate
and other business operations
|
28
|
797
|
8
|
285
|
|||||||||||
Provisions
for income taxes
|
(12,800
|
)
|
(17,429
|
)
|
(5,451
|
)
|
(10,709
|
)
|
|||||||
Equity
in earnings of affiliate-Climate Control
|
488
|
462
|
248
|
230
|
|||||||||||
Income
from continuing operations
|
$
|
20,488
|
$
|
28,831
|
$
|
8,743
|
$
|
17,924
|
(1)
|
Gross
profit by industry segment represents net sales less cost of sales. Gross
profit classified as “Other” relates to the sales of industrial machinery
and related components.
|
(2)
|
During
the six and three months ended June 30, 2009, we recognized gains totaling
$789,000 and $326,000, respectively, on our futures contracts for copper.
During the six and three months ended June 30, 2008, we recognized gains
on our copper futures contracts totaling $2,685,000 and $109,000,
respectively. These gains contributed to an increase in gross profit and
operating income.
|
(3)
|
As
the result of entering into sales commitments with higher firm sales
prices during 2008, we recognized sales with a gross profit of $3,558,000
and $1,058,000 higher than our comparable product sales made at lower
market prices available during the six and three months ended June 30, of
2009, respectively. In addition, during the six and three months ended
June 30, 2009, we recognized recoveries of precious metals totaling
$2,222,000 and $9,000, respectively, compared to $792,000 for each of the
same periods in 2008. These transactions contributed to an increase in
gross profit and operating income for each respective period. During the
six and three months ended June 30, 2009, we recognized losses totaling
$1,937,000 and $318,000, respectively, on our futures/forward contracts
for natural gas and ammonia compared to gains totaling $1,803,000 and
$1,182,000 for each of the same periods in 2008, respectively. These
losses contributed to a decrease (gains contributed to an increase) in
gross profit and operating income for each respective
period.
|
|
(4)
|
Our
chief operating decision makers use operating income by industry segment
for purposes of making decisions which include resource allocations and
performance evaluations. Operating income by industry segment represents
gross profit by industry segment less selling, general and administration
expense (“SG&A”) incurred by each industry segment plus other income
and other expense earned/incurred by each industry segment before general
corporate expenses and other business operations, net. General corporate
expenses and other business operations, net, consist of unallocated
portions of gross profit, SG&A, other income and other
expense.
|
|
(5)
|
For
each of the six and three month periods ended June 30, 2008, we recognized
income of $7,560,000, net of attorneys’ fees, relating to a litigation
judgment.
|
(6)
|
During
the six and three months ended June 30, 2009, we incurred expenses of
$5,213,000 and $3,217,000, respectively, associated with the start up of
our idle chemical facility located in Pryor, Oklahoma (the “Pryor
Facility”) that we are in the process of activating. For the six and three
months ended June 30, 2008, we incurred expenses of $919,000 and $498,000,
respectively, associated with maintaining the Pryor
Facility.
|
(7)
|
The
amounts included are not allocated to our Climate Control and Chemical
Businesses since these items are not included in the operating results
reviewed by our chief operating decision makers for purposes of making
decisions as discussed above. A detail of these amounts are as
follows:
|
June
30,
2009
|
December
31,
2008
|
|||||||||
(In
Thousands)
|
||||||||||
Assets
|
||||||||||
Current
assets:
|
||||||||||
Cash
and cash equivalents
|
$
|
63,008
|
$
|
46,204
|
||||||
Restricted
cash
|
375
|
893
|
||||||||
Accounts
receivable, net
|
64,122
|
78,846
|
||||||||
Inventories:
|
||||||||||
Finished
goods
|
27,716
|
30,679
|
||||||||
Work
in process
|
2,589
|
2,954
|
||||||||
Raw
materials
|
21,376
|
27,177
|
||||||||
Total
inventories
|
51,681
|
60,810
|
||||||||
Supplies,
prepaid items and other:
|
||||||||||
Prepaid
insurance
|
1,467
|
3,373
|
||||||||
Precious
metals
|
14,575
|
14,691
|
||||||||
Supplies
|
4,800
|
4,301
|
||||||||
Other
|
1,841
|
1,378
|
||||||||
Total
supplies, prepaid items and other
|
22,683
|
23,743
|
||||||||
Deferred
income taxes
|
7,777
|
11,417
|
||||||||
Total
current assets
|
209,646
|
221,913
|
||||||||
Property,
plant and equipment, net
|
108,780
|
104,292
|
||||||||
Other
assets:
|
||||||||||
Debt
issuance costs, net
|
1,988
|
2,607
|
||||||||
Investment
in affiliate
|
3,766
|
3,628
|
||||||||
Goodwill
|
1,724
|
1,724
|
||||||||
Other,
net
|
1,812
|
1,603
|
||||||||
Total
other assets
|
9,290
|
9,562
|
||||||||
$
|
327,716
|
$
|
335,767
|
June
30,
2009
|
December
31,
2008
|
||||||
(In
Thousands)
|
|||||||
Liabilities
and Stockholders’ Equity
|
|||||||
Current
liabilities:
|
|||||||
Accounts
payable
|
$
|
31,222
|
$
|
43,014
|
|||
Short-term
financing
|
452
|
2,228
|
|||||
Accrued
and other liabilities
|
26,393
|
39,236
|
|||||
Current
portion of long-term debt
|
2,036
|
1,560
|
|||||
Total
current liabilities
|
60,103
|
86,038
|
|||||
Long-term
debt
|
97,305
|
103,600
|
|||||
Noncurrent
accrued and other liabilities
|
9,950
|
9,631
|
|||||
Deferred
income taxes
|
8,528
|
6,454
|
|||||
Contingencies
|
|||||||
Stockholders'
equity:
|
|||||||
Series
B 12% cumulative, convertible preferred stock, $100 par value;
20,000 shares issued and outstanding
|
2,000
|
2,000
|
|||||
Series
D 6% cumulative, convertible Class C preferred stock, no par
value; 1,000,000 shares issued
|
1,000
|
1,000
|
|||||
Common
stock, $.10 par value; 75,000,000 shares authorized, 25,348,770
shares issued (24,958,330 at December 31, 2008)
|
2,535
|
2,496
|
|||||
Capital
in excess of par value
|
129,076
|
127,337
|
|||||
Accumulated
other comprehensive loss
|
-
|
(120
|
)
|
||||
Retained
earnings
|
39,971
|
19,804
|
|||||
174,582
|
152,517
|
||||||
Less
treasury stock at cost:
|
|||||||
Common
stock, 3,867,462 shares (3,848,518 at December 31, 2008)
|
22,752
|
22,473
|
|||||
Total
stockholders' equity
|
151,830
|
130,044
|
|||||
$
|
327,716
|
$
|
335,767
|