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.
|
·
|
Sales were $235.6 million, a 40% increase from $168.4 million;
|
·
|
Operating income was $48.3 million compared to $12.8 million, an increase of $35.5 million;
|
·
|
Net income and net income applicable to common shareholders were $28.6 million compared to $6.0 million; and
|
·
|
Diluted earnings per common share were $1.22 compared to $0.27.
|
·
|
The increase in the Chemical Business operating income reflects increased overall selling prices and volumes across all major product lines: agricultural, mining and industrial chemical products. In the 2011 second quarter, the Pryor, Oklahoma chemical plant, (the “Pryor Facility”) contributed operating income of $23.0 million, compared to an operating loss of $2.0 million in the second quarter of 2010. Pryor Facility operating income in the second quarter of 2011 includes an estimated $4.0 million reduction due to unplanned maintenance downtime and an $8.6 million business interruption insurance recovery in connection with damage to that facility’s ammonia plant in June 2010; and
|
·
|
The increase in the Climate Control Business operating income is primarily due to higher sales volume.
|
·
|
Sales were $413.1 million, a 38% increase from $298.8 million;
|
·
|
Operating income was $82.3 million compared to $17.2 million;
|
·
|
Net income was $49.5 million compared to $7.7 million;
|
·
|
Net income applicable to common shareholders increased to $49.2 million from $7.4 million; and
|
·
|
Diluted earnings per common share were $2.12 compared to $0.35.
|
Six Months
|
Three Months
|
2011
|
2010
|
2011
|
2010
|
(in thousands, except per share amounts)
|
Net sales
|
$ | 413,112 | $ | 298,802 | $ | 235,619 | $ | 168,392 | |||||||
Cost of sales
|
287,172 | 235,388 | 163,533 | 133,244 | |||||||||||
Gross profit
|
125,940 | 63,414 | 72,086 | 35,148 | |||||||||||
Selling, general and administrative expense
|
43,102 | 46,827 | 22,517 | 22,238 | |||||||||||
Provisions for (recoveries of) losses on accounts receivable
|
121 | (35 | ) | 79 | (44 | ) | |||||||||
Other expense
|
2,383 | 302 | 2,321 | 244 | |||||||||||
Other income
|
(1,977 | ) | (906 | ) | (1,105 | ) | (100 | ) | |||||||
Operating income
|
82,311 | 17,226 | 48,274 | 12,810 | |||||||||||
Interest expense
|
3,580 | 4,079 | 1,868 | 1,999 | |||||||||||
Losses on extinguishment of debt
|
136 | 52 | 136 | 52 | |||||||||||
Non-operating other expense (income), net
|
(5 | ) | (38 | ) | 2 | - | |||||||||
Income from continuing operations before provisions for income taxes and equity in earnings and losses of affiliate
|
78,600 | 13,133 | 46,268 | 10,759 | |||||||||||
Provisions for income taxes
|
29,149 | 5,891 | 17,492 | 4,979 | |||||||||||
Equity in losses (earnings) of affiliate
|
(207 | ) | (528 | ) | 78 | (267 | ) | ||||||||
Income from continuing operations
|
49,658 | 7,770 | 28,698 | 6,047 | |||||||||||
Net loss from discontinued operations
|
110 | 43 | 53 | 38 | |||||||||||
Net income
|
49,548 | 7,727 | 28,645 | 6,009 | |||||||||||
Dividends on preferred stocks
|
305 | 305 | - | - | |||||||||||
Net income applicable to common stock
|
$ | 49,243 | $ | 7,422 | $ | 28,645 | $ | 6,009 | |||||||
Weighted - average common shares:
|
|||||||||||||||
Basic
|
21,657 | 21,227 | 22,133 | 21,229 | |||||||||||
Diluted
|
23,485 | 21,692 | 23,526 | 22,377 | |||||||||||
Income per common share:
|
|||||||||||||||
Basic
|
$ | 2.27 | $ | .35 | $ | 1.29 | $ | .28 | |||||||
Diluted
|
$ | 2.12 | $ | .35 | $ | 1.22 | $ | .27 | |||||||
Note 1:
|
Net income applicable to common stock is computed by adjusting net income by the amount of preferred stock dividends and dividend requirements, if applicable. 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 and dividend requirements 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:
|
Provisions for income taxes are as follows:
|
Six Months Ended
June 30,
|
Three Months Ended
June 30,
|
||||||
(in thousands)
|
|||||||
2011
|
2010
|
2011
|
2010
|
Current | ||||||||||||||||
Federal
|
$ | 21,914 | $ | 4,473 | $ | 12,766 | $ | 3,957 | ||||||||
State
|
5,669 | 1,174 | 3,123 | 967 | ||||||||||||
Total current
|
$ | 27,583 | $ | 5,647 | $ | 15,889 | $ | 4,924 |
Deferred: | ||||||||||||||
Federal
|
$
|
1,378
|
$
|
226
|
$
|
1,414
|
$
|
49
|
||||||
State
|
188
|
18
|
189
|
6
|
||||||||||
Total deferred
|
1,566
|
244
|
1,603
|
55
|
||||||||||
Provisions for income taxes
|
$
|
29,149
|
$
|
5,891
|
$
|
17,492
|
$
|
4,979
|
|
For the six and three months ended June 30, 2011 and 2010, the current provision for federal income taxes shown above includes regular income tax after the consideration of permanent and temporary differences between income for GAAP and tax purposes. For the six and three months ended June 30, 2011 and 2010, the current provision for state income taxes shown above includes regular state income tax and provisions for uncertain state income tax provisions.
|
|
Our annual estimated effective tax rates include the impact of permanent tax differences, such as the domestic manufacturer deduction, the advantage energy credit and other permanent items.
|
Note 3:
|
Information about the Company’s operations in different industry segments for the six and three months ended June 30, 2011 and 2010 is detailed on the following page.
|
Six Months and Three Months Ended June 30, | |||||||
2011
|
2010
|
2011
|
2010
|
|
(in thousands)
|
Net sales:
|
|||||||||||||||
Climate Control
|
$
|
140,824
|
$
|
113,499
|
$
|
77,175
|
$
|
59,828
|
|||||||
Chemical (1)
|
267,051
|
181,250
|
155,620
|
106,378
|
|||||||||||
Other
|
5,237
|
4,053
|
2,824
|
2,186
|
|||||||||||
$
|
413,112
|
$
|
298,802
|
$
|
235,619
|
$
|
168,392
|
||||||||
Gross profit: (2)
|
|||||||||||||||
Climate Control
|
$
|
44,881
|
$
|
37,231
|
$
|
23,395
|
$
|
18,832
|
|||||||
Chemical (1)
|
79,112
|
24,760
|
47,644
|
15,602
|
|||||||||||
Other
|
1,947
|
1,423
|
1,047
|
714
|
|||||||||||
$
|
125,940
|
$
|
63,414
|
$
|
72,086
|
$
|
35,148
|
||||||||
Operating income: (3)
|
|||||||||||||||
Climate Control
|
$
|
17,619
|
$
|
12,520
|
$
|
9,178
|
$
|
6,993
|
|||||||
Chemical (1)
|
71,818
|
11,063
|
42,720
|
9,178
|
|||||||||||
General corporate expenses and other business operations, net (3)
|
(7,126
|
)
|
(6,357
|
)
|
(3,624
|
)
|
(3,361
|
)
|
|||||||
82,311
|
17,226
|
48,274
|
12,810
|
||||||||||||
Interest expense
|
(3,580
|
)
|
(4,079
|
)
|
(1,868
|
)
|
(1,999
|
)
|
|||||||
Losses on extinguishment of debt
|
(136
|
)
|
(52
|
)
|
(136
|
)
|
(52
|
)
|
|||||||
Non-operating other income (expense), net:
|
|||||||||||||||
Climate Control
|
1
|
1
|
-
|
-
|
|||||||||||
Chemical
|
1
|
5
|
1
|
3
|
|||||||||||
Corporate and other business operations
|
3
|
32
|
(3
|
)
|
(3
|
)
|
|||||||||
Provisions for income taxes
|
(29,149
|
)
|
(5,891
|
)
|
(17,492
|
)
|
(4,979
|
)
|
|||||||
Equity in earnings (losses) of affiliate, Climate Control
|
207
|
528
|
(78
|
)
|
267
|
||||||||||
Income from continuing operations
|
$
|
49,658
|
$
|
7,770
|
$
|
28,698
|
$
|
6,047
|
(1)
|
During most of the first six months of 2011, the Pryor Facility had sustained production of anhydrous ammonia and UAN compared to limited production during the first six months of 2010. For the six and three months ended June 30, 2011, the Pryor Facility had net sales to unrelated third parties of $52.8 and $33.5 million, respectively and operating income of $30.5 million and $21.9 million, respectively, resulting from those sales and an insurance recovery of $8.6 million recognized relating to a business interruption claim, which was recorded as a reduction to cost of sales. In addition, for the six and three months ended June 30, 2011, the Chemical Business realized a net benefit of $3.8 million and $1.1 million, respectively, from the utilization by our other facilities of lower cost ammonia produced at the Pryor Facility. By comparison for the six and three months ended June 30, 2010, the Pryor Facility had net sales to unrelated third parties of $6.0 million and $5.7 million and an operating loss of $8.0 million and $2.0 million, respectively. Due to limited and intermittent production at the Pryor Facility during the first six months of 2010, most of its operating loss related to nonproduction-related expenses incurred were classified as selling, general and administrative expenses (“SG&A”).
|
(2)
|
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.
|
(3)
|
Our chief operating decision makers use operating income by business segment for purposes of making decisions, which include resource allocations and performance evaluations. Operating income by business segment represents gross profit by business segment less SG&A incurred by each business segment plus other income and other expense earned, incurred by each business 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.
|
June 30,
2011
|
December 31,
2010
|
(in thousands)
|
||||||
Current assets:
|
||||||
Cash and cash equivalents
|
$
|
115,998
|
$
|
66,946
|
||
Restricted cash
|
83
|
31
|
||||
Short-term investments
|
-
|
10,003
|
||||
Accounts receivable, net
|
101,689
|
74,259
|
||||
Inventories
|
59,651
|
60,106
|
||||
Supplies, prepaid items and other:
|
||||||
Prepaid insurance
|
1,965
|
4,449
|
||||
Precious metals
|
14,639
|
12,048
|
||||
Supplies
|
7,614
|
6,802
|
||||
Fair value of derivatives and other
|
9
|
1,454
|
||||
Other
|
2,321
|
1,174
|
||||
Total supplies, prepaid items and other
|
26,548
|
25,927
|
||||
Deferred income taxes
|
5,490
|
5,396
|
||||
Total current assets
|
309,459
|
242,668
|
||||
Property, plant and equipment, net
|
144,299
|
135,755
|
||||
Other assets:
|
||||||
Debt issuance costs, net
|
1,243
|
1,023
|
||||
Investment in affiliate
|
3,398
|
4,016
|
||||
Goodwill
|
1,724
|
1,724
|
||||
Other, net
|
3,687
|
2,795
|
||||
Total other assets
|
10,052
|
9,558
|
||||
$
|
463,810
|
$
|
387,981
|
June 30,
2011
|
December 31,
2010
|
(in thousands)
|
||||||||
Liabilities and Stockholders’ Equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 53,817 | $ | 51,025 | ||||
Short-term financing
|
1,537 | 3,821 | ||||||
Accrued and other liabilities
|
36,534 | 31,507 | ||||||
Current portion of long-term debt
|
5,579 | 2,328 | ||||||
Total current liabilities
|
97,467 | 88,681 | ||||||
Long-term debt
|
81,250 | 93,064 | ||||||
Noncurrent accrued and other liabilities
|
13,583 | 12,605 | ||||||
Deferred income taxes
|
15,921 | 14,261 | ||||||
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, 26,496,670 shares issued (25,476,534 at December 31, 2010)
|
2,650 | 2,548 | ||||||
Capital in excess of par value
|
158,719 | 131,845 | ||||||
Retained earnings
|
119,594 | 70,351 | ||||||
283,963 | 207,744 | |||||||
Less treasury stock at cost:
|
||||||||
Common stock, 4,320,462 shares
|
28,374 | 28,374 | ||||||
Total stockholders' equity
|
255,589 | 179,370 | ||||||
$ | 463,810 | $ | 387,981 |