e10vq
Table of Contents

 
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-Q
MARK ONE
þ   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
o   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM                      TO                     
     
  For the Period Ended June 30, 2006
  Commission File Number: 1-8303
The Hallwood Group Incorporated
(Exact name of registrant as specified in its charter)
     
Delaware   51-0261339
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification Number)
     
3710 Rawlins, Suite 1500, Dallas, Texas   75219
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (214) 528-5588
Securities Registered Pursuant to Section 12(b) of the Act:
     
    Name of Each Exchange
Title of Class   On Which Registered
     
Common Stock ($0.10 par value)   American Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act:
Title of Class
Series B Redeemable Preferred Stock
     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 the past 90 days. YES þ NO o
     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in, definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o      Accelerated filer o      Non-accelerated filer þ
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule-405 of the Securities Act. YES o NO þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES o NO þ
Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES o NO þ
     The aggregate market value of the Common Stock, $0.10 par value per share, held by non-affiliates of the registrant as of June 30, 2006, based on the closing price of $112.53 per share on the American Stock Exchange, was $55,075,000.
     1,514,595 shares of Common Stock, $0.10 par value per share, were outstanding at July 31, 2006.
 
 

 


 

THE HALLWOOD GROUP INCORPORATED AND SUBSIDIARIES
TABLE OF CONTENTS
             
ITEM NO.       PAGE
PART I — FINANCIAL INFORMATION
       
   
 
       
1  
Financial Statements (Unaudited):
       
   
 
       
        3  
   
 
       
        4  
   
 
       
        5  
   
 
       
        6  
   
 
       
        7  
   
 
       
        8  
   
 
       
2       17  
   
 
       
3       29  
   
 
       
4       30  
   
 
       
PART II — OTHER INFORMATION
       
   
 
       
1 thru 6       31  
   
 
       
        32  
   
 
       
        33  
 Certification of the CEO Pursuant to Section 302
 Certification of the CFO Pursuant to Section 302
 Certification Pursuant to Section 906

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THE HALLWOOD GROUP INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
(unaudited)
                 
    June 30,     December 31,  
    2006     2005  
ASSETS
 
               
Current Assets
               
Cash and cash equivalents
  $ 15,015     $ 16,648  
Accounts receivable
               
Trade and other
    18,248       18,987  
Related parties
    679       616  
Inventories
    16,834       16,879  
Prepaid income taxes
    1,459       1,322  
Prepaids, deposits and other assets
    1,055       831  
Deferred income tax
    1,029       1,029  
 
           
 
    54,319       56,312  
Noncurrent Assets
               
Investments in energy affiliates
    42,541       40,854  
Property, plant and equipment, net
    12,819       11,358  
Other assets
    293       277  
 
           
 
    55,653       52,489  
 
           
 
               
Total Assets
  $ 109,972     $ 108,801  
 
           
 
               
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
               
Current Liabilities
               
Accounts payable
  $ 9,792     $ 7,274  
Accrued expenses and other current liabilities
    3,523       4,848  
Current portion of loans payable
    330       352  
Income taxes payable
    21       9  
 
           
 
    13,666       12,483  
Noncurrent Liabilities
               
Long term portion of loans payable
    6,308       6,460  
Redeemable preferred stock
    1,000       1,000  
Deferred income tax
    397       415  
 
           
 
    7,705       7,875  
 
           
 
               
Total Liabilities
    21,371       20,358  
 
               
Stockholders’ Equity
               
Common stock, issued 2,396,105 and 2,396,103 shares, respectively; outstanding 1,514,595 and 1,511,218 shares, respectively
    240       240  
Additional paid-in capital
    56,395       56,258  
Retained earnings
    45,097       45,126  
Treasury stock, 881,510 and 884,885 shares, respectively; at cost
    (13,131 )     (13,181 )
 
           
Total Stockholders’ Equity
    88,601       88,443  
 
           
 
               
Total Liabilities and Stockholders’ Equity
  $ 109,972     $ 108,801  
 
           
See accompanying notes to condensed consolidated financial statements.

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THE HALLWOOD GROUP INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
                 
    Six Months Ended  
    June 30,  
    2006     2005  
Revenues
               
Textile products sales
  $ 59,473     $ 71,684  
Administrative fees from energy affiliates
          1,499  
 
           
 
    59,473       73,183  
 
               
Expenses
               
Textile products cost of sales
    48,817       56,502  
Administrative and selling expenses
    9,282       18,841  
 
           
 
    58,099       75,343  
 
           
 
               
Operating income (loss)
    1,374       (2,160 )
 
               
Other Income (Loss)
               
Equity income (loss) from investments in energy affiliates
    (1,034 )     194  
Interest expense
    (251 )     (302 )
Interest and other income
    234       848  
Adjustment to gain from disposition of HEC
          (113 )
 
           
 
    (1,051 )     627  
 
           
 
               
Income (loss) before income tax expense
    323       (1,533 )
Income tax expense
    358       1,878  
 
           
 
               
Net Loss
  $ (35 )   $ (3,411 )
 
           
 
               
Net Loss Per Common Share
               
Basic
  $ (0.02 )   $ (2.47 )
 
           
 
               
Assuming dilution
  $ (0.02 )   $ (2.47 )
 
           
 
               
Weighted Average Shares Outstanding
               
Basic
    1,513       1,379  
 
           
 
               
Assuming dilution
    1,513       1,379  
 
           
See accompanying notes to condensed consolidated financial statements.

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THE HALLWOOD GROUP INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(unaudited)
                 
    Three Months Ended  
    June 30,  
    2006     2005  
Revenues
               
Textile products sales
  $ 28,698     $ 35,289  
Administrative fees from energy affiliates
          568  
 
           
 
    28,698       35,857  
 
               
Expenses
               
Textile products cost of sales
    23,998       27,822  
Administrative and selling expenses
    4,632       12,011  
 
           
 
    28,630       39,833  
 
           
 
               
Operating income (loss)
    68       (3,976 )
 
               
Other Income (Loss)
               
Equity income (loss) from investments in energy affiliates
    (684 )     500  
Interest expense
    (134 )     (168 )
Interest and other income
    126       200  
 
           
 
    (692 )     532  
 
           
 
               
Loss before income tax expense (benefit)
    (624 )     (3,444 )
Income tax expense (benefit)
    (125 )     873  
 
           
 
               
Net Loss
  $ (499 )   $ (4,317 )
 
           
 
               
Net Loss Per Common Share
               
Basic
  $ (0.33 )   $ (3.02 )
 
           
 
               
Assuming dilution
  $ (0.33 )   $ (3.02 )
 
           
 
               
Weighted Average Shares Outstanding
               
Basic
    1,514       1,431  
 
           
 
               
Assuming dilution
    1,514       1,431  
 
           
See accompanying notes to condensed consolidated financial statements.

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THE HALLWOOD GROUP INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
(in thousands)
(unaudited)
                                                         
                    Additional                             Total  
    Common Stock     Paid-In     Retained     Treasury Stock     Stockholders’  
    Shares     Par Value     Capital     Earnings     Shares     Cost     Equity  
Balance, January 1, 2006
    2,396     $ 240     $ 56,258     $ 45,126       885     $ (13,181 )   $ 88,443  
 
                                                       
Net loss
                            (35 )                     (35 )
 
                                                       
Reissuance of treasury shares from exercise of stock options and related income tax effect
                    137       6       (3 )     50       193  
 
                                         
 
                                                       
Balance, June 30, 2006
    2,396     $ 240     $ 56,395     $ 45,097       882     $ (13,131 )   $ 88,601  
 
                                         
See accompanying notes to condensed consolidated financial statements.

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THE HALLWOOD GROUP INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
                 
    Six Months Ended  
    June 30,  
    2006     2005  
CASH FLOWS FROM OPERATING ACTIVITIES
               
Net loss
  $ (35 )   $ (3,411 )
Adjustments to reconcile net loss to net cash provided by operating activities:
               
Depreciation and amortization
    922       934  
Equity income/loss from investments in energy affiliates
    1,034       (194 )
Deferred tax expense (benefit)
    (19 )     239  
Proceeds from sale of marketable securities
          5,836  
Loss from investments in marketable securities
          62  
Adjustment to gain from disposition of HEC
          113  
Excess tax benefits from share-based payment arrangements
    (137 )      
Changes in assets and liabilities:
               
Increase (decrease) in accounts payable
    1,966       (1,197 )
Decrease in inventories
    45       6,514  
(Increase) decrease in accounts receivable
    676       (93 )
Increase (decrease) in accrued expenses and other current liabilities
    (1,325 )     (567 )
Increase (decrease) in income taxes payable
    12        
Net change in other assets and liabilities
    (239 )     (1,048 )
Discontinued operations:
               
Net change in other assets and liabilities
          120  
 
           
 
               
Net cash provided by operating activities
    2,900       7,308  
 
               
CASH FLOWS FROM INVESTING ACTIVITIES
               
Investments in energy affiliates
    (2,721 )     (5,669 )
Investments in property, plant and equipment, net
    (1,831 )     (1,452 )
Proceeds from sale of investment in HEC
          387  
Discontinued operations:
               
Proceeds from sale of investments in HRP, net
          59  
 
           
 
               
Net cash (used in) investing activities
    (4,552 )     (6,675 )
 
               
CASH FLOWS FROM FINANCING ACTIVITIES
               
Proceeds from revolving credit facilities, net
          3,175  
Repayment of other bank borrowings and loans payable
    (174 )     (177 )
Proceeds from exercise of stock options
    56       2,207  
Cash dividends on common stock
          (56,789 )
Excess tax benefits from share-based payment arrangements
    137        
 
           
 
               
Net cash provided by (used in) financing activities
    19       (51,584 )
 
           
 
               
DECREASE IN CASH AND CASH EQUIVALENTS
    (1,633 )     (50,951 )
 
               
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    16,648       71,549  
 
           
 
               
CASH AND CASH EQUIVALENTS, END OF PERIOD
  $ 15,015     $ 20,598  
 
           
See accompanying notes to condensed consolidated financial statements.

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THE HALLWOOD GROUP INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Six Months Ended June 30, 2006 and 2005
(unaudited)
Note 1—Interim Condensed Consolidated Financial Statements, Accounting Policies and
               New Accounting Pronouncements
     Interim Condensed Consolidated Financial Statements. The interim condensed consolidated financial statements of The Hallwood Group Incorporated and its subsidiaries (the “Company”) (AMEX: HWG) have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and disclosures required by accounting principles generally accepted in the United States of America. Although condensed, in the opinion of management, all adjustments considered necessary for a fair presentation have been included. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related disclosures thereto included in Form 10-K for the year ended December 31, 2005.
     Comprehensive Income. The Company had no items of other comprehensive income in any period presented. Accordingly, condensed consolidated statements of comprehensive income are not required and have not been provided.
     Organization. The Company is a holding company that currently operates in the textile products and energy business segments.
     Textile Products. Textile products operations are conducted through the Company’s wholly owned Brookwood Companies Incorporated subsidiary (“Brookwood”). Brookwood is an integrated textile firm that develops and produces innovative fabrics and related products through specialized finishing, treating and coating processes. Brookwood’s subsidiary, Strategic Technical Alliance, LLC (“STA”) markets advanced breathable, waterproof laminate and other fabrics primarily for military applications. Continued development of these fabrics for military, industrial and consumer applications is a key element of Brookwood’s business plan.
     Textile products accounts for substantially all of the Company’s operating revenues.
     Energy. Prior to January 1, 2006, the Company had investments in Hallwood Energy III, L.P. (“HE III”), Hallwood Energy II, L.P. (“HE II”), Hallwood Energy 4, L.P. (“HE 4”) and Hallwood Exploration, L.P. (“Hallwood Exploration”). The Company owned between 20% and 26% of the entities (between 17% and 21% on a fully diluted basis) and accounted for its investments using the equity method of accounting. HE III was sold in July 2005. Effective December 31, 2005, HE II and Hallwood Exploration were consolidated into HE 4, which was renamed Hallwood Energy, L.P. (“Hallwood Energy”). At the consolidation date, Hallwood Energy was principally involved in acquiring oil and gas leases and drilling, gathering and sale of natural gas in the Barnett Shale formation located in Parker, Hood and Tarrant Counties in Texas and the Barnett Shale and Woodford Shale formations in West Texas and in the Fayetteville Shale formation of East Arkansas, and conducting 3-D seismic surveys over optioned land covering a Salt Dome in South Louisiana in order to determine how best to proceed with exploratory activity.
     Following the completion of the energy consolidation, all energy activities are now conducted by Hallwood Energy. At June 30, 2006, the Company owned approximately 25% (20% after consideration of profit interests) of Hallwood Energy.
     In July 2006, Hallwood Energy completed the sale of a 60% undivided working interest in its oil and gas properties in West Texas and all of its interest in the Parker, Hood and Tarrant County Texas properties to Chesapeake Energy Corporation (“Chesapeake”). Chesapeake assumed operation of these properties. See Note 3.
     Following the July 2006 sale to Chesapeake, Hallwood Energy’s management has classified its energy investments into three identifiable areas: East Arkansas, South Louisiana and West Texas.
     New Accounting Pronouncements. On January 1, 2006, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payments” using a modified method of prospective application. See Note 5.
     In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 clarifies the accounting and reporting for income taxes recognized in accordance with SFAS No. 109, “Accounting for Income Taxes”. FIN 48 prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company is currently evaluating the impact of FIN 48. The Company will adopt FIN 48 in the first quarter of 2007.

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THE HALLWOOD GROUP INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Six Months Ended June 30, 2006 and 2005
(unaudited)
     On May 18, 2006, the State of Texas passed a bill to replace the current franchise tax with a new margin tax to be effective January 1, 2008. The Company estimates the new margin tax will not have a significant impact on tax expense or deferred tax assets and liabilities.
Note 2—Inventories
     Inventories as of the balance sheet dates were as follows (in thousands):
                 
    June 30,     December 31,  
    2006     2005  
Raw materials
  $ 5,888     $ 6,257  
Work in progress
    3,576       5,103  
Finished goods
    8,115       6,093  
 
           
 
    17,579       17,453  
Less: Obsolescence reserve
    (745 )     (574 )
 
           
 
               
Total
  $ 16,834     $ 16,879  
 
           
Note 3—Investments in Energy Affiliates
     Investments in energy affiliates as of the balance sheet dates were as follows (in thousands):
Hallwood Energy, L.P.
                                         
            Amount at     Income (loss) for the  
            which carried at     six months ended  
    Cost as of     June 30,     December 31,     June 30,  
Description of Investment   June 30, 2006     2006     2005     2006     2005  
Hallwood Energy, L.P.
                                       
 
                                       
- Limited partner interest
  $ 43,675     $ 42,536     $ 40,848     $ (1,034 )   $ (157 )
- General partner interest
    6       5       6              
 
                             
Total
  $ 43,681     $ 42,541     $ 40,854     $ (1,034 )   $ (157 )
 
                             
     At June 30, 2006, the Company owned approximately 25% (20% after consideration of profit interests) of Hallwood Energy. The Company accounts for this investment using the equity method of accounting and records its pro rata share of Hallwood Energy’s net income (loss) and partner capital transactions.
     Effective December 31, 2005, HE II, and Hallwood Exploration were consolidated into HE 4, which was renamed Hallwood Energy. In January 2006, the Company invested an additional $2,721,000 in Hallwood Energy. The equity loss for the six months ended June 30, 2005 is an aggregate of the losses previously reported by HE II, HE 4 and Hallwood Exploration.

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THE HALLWOOD GROUP INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Six Months Ended June 30, 2006 and 2005
(unaudited)
     The partners’ capital interests in Hallwood Energy were proportionate to the capital invested in each entity at December 31, 2005. The Company’s initial investment in Hallwood Energy at December 31, 2005 was comprised of its capital contributions to each of the former private energy affiliates, as follows (in thousands):
         
Entity        
HE 4
  $ 22,325  
HE II
    14,011  
Hallwood Exploration
    4,624  
Accumulated equity income (loss)
    (106 )
 
     
 
       
Total
  $ 40,854  
 
     
     The HE II investment includes a non-cash contribution of $889,000 in July 2005, which was the result of a deemed distribution of the Company’s proportionate share of certain pipe inventory owned by HE III at the time of HE III’s disposition, which was then contributed to HE II as an additional capital investment.
     Following the completion of the energy consolidation on December 31, 2005, all energy activities are conducted by Hallwood Energy. Following the July 2006 sale of its properties in the Fort Worth Basin, Texas (discussed below), Hallwood Energy’s management has classified its energy investments into three identifiable areas: East Arkansas, South Louisiana and West Texas.
     Certain of the Company’s officers and directors are investors in Hallwood Energy. In addition, as members of management of Hallwood Energy, one director and officer and one officer of the Company hold a profit interest in Hallwood Energy.
     A description of Hallwood Energy’s activities are provided below.
          In February 2006, Hallwood Energy entered into a $65,000,000 loan facility and had drawn $40,000,000 as of June 30, 2006. It is anticipated that the facility will be fully drawn by October 2006.
          During the first quarter of 2006, Hallwood Energy entered into a participation agreement (the “Participation Agreement”) with Activa Resources, Ltd. Under the Participation Agreement, upon Activa’s payment of approximately $4,960,000 to Hallwood Energy, which was received in April 2006, Hallwood Energy transferred to Activa an undivided 25% interest in oil and gas leases with respect to 44,219 net acres that Hallwood Energy currently holds in East Arkansas. During the term of the Participation Agreement, Hallwood Energy is designated as operator of the leases. As operator, Hallwood Energy was required to commence actual drilling operations before June 1 for the first of two initial wells. Hallwood Energy has commenced this drilling. Activa agreed to participate to the extent of its participation interest in the two initial wells, and paid 50% of the first $750,000 incurred for costs associated with the drilling, completion and equipping operations in connection with each of the initial wells.
          In addition, the Participation Agreement establishes an area of mutual interest (the “AMI”) potentially covering an area of approximately 184,000 gross acres, which area includes the 44,219 acres. Pursuant to the AMI, Hallwood Energy will have the right to an undivided 75% participation interest, and Activa will have the right to an undivided 25% participation interest, in any additional leases acquired by either of the parties within the AMI. If either party acquires any additional leases covering lands within the AMI, it must offer the other party the right to acquire its participation interest in the leases acquired. The agreement related to the acquisition of additional leases expires in December 2007.
          In April 2006, Hallwood Energy sold a 5% limited partner interest to an affiliate of its lender, which decreased the Company’s ownership interest to 25% (20% after consideration of profit interests).
     In July 2006, Hallwood Energy completed the sale of a 60% undivided working interest in its oil and gas properties in West Texas and all of its interest in the Parker, Hood and Tarrant County Texas properties to Chesapeake. Chesapeake assumed operation of these properties. The purchase price was $39,400,000, including reimbursement of certain development and drilling costs, subject to any post closing adjustments. Completion of the transaction will enable Hallwood Energy to increase its operational focus on its properties in Arkansas and Louisiana and reduce its capital requirements in West Texas while retaining a significant interest in the economic potential of the West Texas properties.

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THE HALLWOOD GROUP INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Six Months Ended June 30, 2006 and 2005
(unaudited)
     The following table sets forth summarized statement of operations data for Hallwood Energy for the six months ended June 30, 2006 (in thousands):
         
Revenues and Other Income
       
Natural gas sales
  $ 778  
Interest and other income
    1,005  
 
     
Total revenues and other income
    1,783  
 
       
Operating and Other Expenses
       
Operating expenses
    5,408  
Depreciation and depletion
    420  
Other expenses
    2  
 
     
Total operating and other expenses
    5,830  
 
     
 
       
Net Loss
  $ (4,047 )
 
     
Hallwood Energy III, L.P.
                                                 
    As of June 30, 2006     Amount at     Income (loss) for the  
            Cost or     which carried at     six months ended  
    Number of     ascribed     June 30,     December 31,     June 30,  
Description of Investment   units held     value     2006     2005     2006     2005  
Hallwood Energy III, L.P.
                                               
- Limited partner interest
    N/A                             $ 351  
 
                                   
     Prior to the sale of HE III in July 2005 (discussed below), the Company owned approximately 28% (24% after consideration of profit interests) of HE III. It accounted for this investment using the equity method of accounting and recorded its pro rata share of HE III’s net income (loss) and partner capital transactions. In 2004, the Company invested $4,705,000 in HE III, which was formed primarily to acquire and develop oil and gas lease holdings in the Barnett Shale formation of Johnson and Hill Counties, Texas. In March 2005, the Company invested an additional $4,251,000 in HE III.
     In March 2005, an agreement was entered into with a former officer of the energy affiliates, who was not otherwise affiliated with the Company, to purchase the officer’s four percent profit interest in the energy affiliates for $4,000,000, of which $3,500,000 was ascribed to HE III and $250,000 each to HE II and Hallwood Exploration. The purchase was settled by the energy affiliates in July 2005. The energy affiliates recorded the purchase amount as compensation expense in the 2005 first quarter and the Company reflected its pro rata share, approximately $1,100,000, as a reduction of the equity income from the energy affiliates.
     Sale of HE III. In July 2005, HE III completed a merger with Chesapeake. In exchange for its interest in HE III, the Company received a cash payment of $54,850,000 in July 2005 and received an additional $799,000 in November 2005 from the final working capital adjustment. In addition, the Company received a distribution for its proportionate share of certain pipe inventory owned by HE III, with a proportionate carrying value of approximately $889,000, which was contributed to HE II as an additional capital investment. The Company also recorded a receivable in the amount of $470,000 for the settlement of a working capital adjustment with HPL. The receivable is expected to be contributed to Hallwood Energy in 2006 as an additional capital investment.
     Certain of the Company’s officers and directors were investors in HE III. In addition, as members of management of HE III, one director and officer and one officer of the Company held a profit interest in HE III.

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THE HALLWOOD GROUP INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Six Months Ended June 30, 2006 and 2005
(unaudited)
Hallwood Energy Corporation
     In December 2004, Hallwood Energy Corporation (“HEC”), a former affiliate, completed a merger with Chesapeake, under which Chesapeake acquired HEC. In connection with the merger, the Company sold its 28% ownership interest (22% after consideration of stock options) of HEC and received a cash payment of $53,793,000. The Company also recorded a receivable in the amount of $500,000 for the settlement of HEC’s working capital. The Company received $387,000 in April 2005 as its share of the working capital and recorded an adjustment to the gain from the disposition of HEC in the amount of $113,000.
Hallwood Petroleum, LLC
     The Company’s former Hallwood Petroleum, LLC subsidiary (“HPL”) commenced operation in October 2004 as an administrative and management company to facilitate record keeping and processing for the energy affiliates and had no financial value. All revenues were credited to, and all costs were borne by, the other energy affiliates with no profit element. All assets nominally in the name of HPL were held solely for the benefit of the other energy affiliates. HPL was formed as a subsidiary of the Company as a convenience and it was not intended that it have any financial impact on the Company. In the 2005 second quarter, the Company determined that its ownership of this pass-through entity created unnecessary complexity. Therefore, HPL was transferred, for nominal consideration to officers of the energy affiliates that were not officers of the Company. The transfer was completed in May 2005. HPL was acquired by Hallwood Energy for nominal consideration in connection with the December 31, 2005 consolidation.
Other Entities
     The Company invested nominal amounts in other affiliated entities which principally served as the general partners for the energy affiliates. These entities were included in the energy consolidation on December 31, 2005.
Note 4 — Loans Payable
     Loans payable at the balance sheet dates were as follows (in thousands):
                 
    June 30,     December 31,  
    2006     2005  
Bank debt
               
Revolving credit facility, interest at Libor +1.25% - 1.75% or Prime plus 0.25%, due January 2010
  $ 6,000     $ 6,000  
Equipment term loans, interest at various rates, due at various dates from March 2007 through February 2009
    638       812  
 
           
 
               
Total
    6,638       6,812  
Current portion
    (330 )     (352 )
 
           
 
               
Noncurrent portion
  $ 6,308     $ 6,460  
 
           
     Revolving Credit Facility. The Company’s Brookwood subsidiary has a revolving credit facility in an amount up to $22,000,000 with Key Bank National Association (the “Key Working Capital Revolving Credit Facility”). Borrowings are collateralized by accounts receivable, certain finished goods inventory, machinery and equipment and all of the issued and outstanding capital stock of Brookwood and its subsidiaries. The facility (prior to the renewal discussed below) bore interest at Brookwood’s option of Prime plus 0.25%, or Libor plus 1.75% — 3.00% (variable depending on compliance ratios) and contained various covenants. The interest rate was 7.07% at June 30, 2006. The outstanding balance at June 30, 2006 was $6,000,000 and Brookwood had $16,000,000 of borrowing availability under this facility.
     Equipment Term Loans. Brookwood has a revolving equipment credit facility in an amount up to $3,000,000 with Key Bank. Interest rates for the equipment term loans varied between 5.60% and 8.57% at June 30, 2006. The outstanding balance at June 30, 2006 was $638,000 and Brookwood had $2,362,000 of borrowing availability under this facility.

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THE HALLWOOD GROUP INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Six Months Ended June 30, 2006 and 2005
(unaudited)
     Loan Covenants. The Key Working Capital Revolving Credit Facility provides for a total debt to tangible net worth ratio covenant and a covenant that Brookwood shall maintain a quarterly minimum net income of not less than one dollar, beginning with the quarter ended March 31, 2005. Cash dividends and tax sharing payments to the Company are contingent upon Brookwood’s compliance with the covenants contained in the loan agreement. Brookwood was in compliance with its loan covenants for the first two quarters of 2006 and for all quarters in 2005.
     Renewal of Credit Facilities. Both of the Key Bank facilities, which had original maturities of January 2007, were renewed in March 2006 for a period of three years with a new maturity of January 30, 2010. The amounts of the respective facilities and the loan covenants were unchanged; however, the interest rate on the Key Working Capital Revolving Credit Facility was reduced, at Brookwood’s option, to Prime plus 0.25% or Libor + 1.25% - 1.75% (variable depending on compliance ratios).
Note 5 — Stockholders’ Equity
     Stock Options. The Company established the 1995 Stock Option Plan for The Hallwood Group Incorporated which authorized the granting of nonqualified stock options to employees, directors and consultants of the Company. The 1995 Plan authorized options to purchase up to 244,800 shares of common stock of the Company. The exercise prices of all options granted were at the fair market value of the Company’s stock on the date of grant, had an expiration date of ten years from date of grant and were fully vested on the date of grant. In May and June 2005, directors and officers exercised 184,875 options to purchase shares of the Company’s common stock. The Company issued common shares from its treasury stock.
     In May 2006, the estate of a former officer of the Company exercised its remaining options to purchase 3,375 shares of the Company’s common stock. The Company received proceeds of $56,000 from the exercise of these options and reissued the shares out of treasury stock. The $6,000 difference between the option proceeds and the average cost of reissued treasury shares of $50,000 was recorded as an increase in retained earnings.
     At June 30, 2006, the Company had 15,750 fully vested outstanding options, of which 11,250 expire in 2007 and 4,500 expire in 2010. The 1995 Stock Option Plan terminated on June 27, 2005. Options issued prior to the termination are not affected; however, no new options can be issued under the 1995 Plan.
     On January 1, 2006, the Company adopted SFAS No. 123(R), “Share-Based Payments” using a modified method of prospective application. Under SFAS No. 123(R), all forms of share-based payments to employees, including employee stock options, are treated the same as other forms of compensation by recognizing the related cost in the statement of operations. The expense of the award would generally be measured at fair value at the grant date. SFAS No. 123(R) eliminates the ability to account for share-based compensation transactions using APB Opinion No. 25. All options were fully vested as of December 31, 2005. The Company granted no options in the first six months of 2006 or 2005. Because all of the Company’s stock options are fully vested, there was no impact on income before taxes or net income from adopting SFAS No. 123(R).
     Option activity for the six months ended June 30, 2006 and status of outstanding options are as follows:
                                 
                    Weighted        
                    Average        
            Weighted     Remaining        
            Average     Contractual     Aggregate  
    Number of     Exercise     Term     Intrinsic  
    Options     Price     (in years)     Value  
 
                       
Outstanding, January 1, 2006
    19,125     $ 15.10                  
Granted
                           
Exercised
    (3,375 )     16.58                  
Forfeited
                           
 
                           
Outstanding, June 30, 2006
    15,750     $ 14.79       1.83     $ 1,539,000  
 
                       
 
                               
Options exercisable at June 30, 2006
    15,750               1.83     $ 1,539,000  
 
                         
 
                               
Vested at June 30, 2006
    15,750               1.83     $ 1,539,000  
 
                         

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THE HALLWOOD GROUP INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Six Months Ended June 30, 2006 and 2005
(unaudited)
     The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the 2006 second quarter and the exercise price, multiplied by the number of options).
Note 6 — Income Taxes
     Following is a schedule of the income tax expense (benefit) (in thousands):
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2006     2005     2006     2005  
Federal
                               
Deferred
  $ (269 )   $ (252 )   $ (19 )   $ 239  
Current
          650             656  
 
                       
Sub-total
    (269 )     398       (19 )     895  
 
                               
State
    144       475       377       983  
 
                       
 
                               
Total
  $ (125 )   $ 873     $ 358     $ 1,878  
 
                       
     The net deferred tax asset was $632,000 and $614,000 at June 30, 2006 and December 31, 2005, respectively. The deferred tax asset was attributable solely to temporary differences, that upon reversal, can be utilized to offset income from operations. The effective federal tax rate in both periods was 35%. State taxes are determined based upon taxable income apportioned to those states in which the Company does business at their respective tax rates, which vary from 0% to 17%.
Note 7 — Supplemental Disclosures to the Condensed Consolidated Statements of Cash Flows
     The following transactions affected recognized assets or liabilities but did not result in cash receipts or cash payments in thousands):
     Supplemental schedule of non-cash investing and financing activities:
                 
    Six Months Ended  
    June 30,  
Description   2006     2005  
Change in accrued capital expenditures accounts payable
  $ 552        
 
           
 
               
Transfer of HPL net assets to officers of the energy affiliates:
               
Restricted cash
        $ 218  
Prepaids, deposits and other assets
          85  
Property, plant and equipment, net
          588  
Other noncurrent assets
          138  
Accounts payable
          (584 )
Accrued expenses and other current liabilities
          (445 )
 
           
 
        $  
 
           
 
               
Income tax effect from exercise of stock options:
               
Income taxes payable
        $ (1,651 )
Additional paid-in capital
          1,651  
 
           
 
        $  
 
           

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THE HALLWOOD GROUP INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Six Months Ended June 30, 2006 and 2005
(unaudited)
     Supplemental disclosures of cash payments:
                 
    Six Months Ended
    June 30,
Description   2006   2005
Income taxes paid
  $ 365     $ 2,121  
Interest paid
    316       260  
Note 8 — Computation of Loss Per Common Share
     The following table reconciles weighted average shares outstanding from basic to assuming dilution methods (in thousands):
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
Description   2006     2005     2006     2005  
Weighted Average Shares Outstanding
                               
Basic
    1,514       1,431       1,513       1,379  
Potential shares from assumed exercise of stock options
                       
Potential repurchase of shares from stock option proceeds
                       
 
                       
 
                               
Assuming dilution
    1,514       1,431       1,513       1,379  
 
                       
 
                               
Net Loss
                               
Basic and assuming dilution
  $ (499 )   $ (4,317 )   $ (35 )   $ (3,411 )
 
                       
     Due to the losses in the 2006 and 2005 periods, potential shares from assumed exercise of stock options in the amounts of 14,000 and 76,000 shares for the three month periods in 2006 and 2005, respectively, and 14,000 and 129,000 for the six month periods, respectively, were antidilutive.
Note 9 — Litigation, Contingencies and Commitments
     Reference is made to Note 20 to the consolidated financial statements contained in Form 10-K for the year ended December 31, 2005.
     Litigation. From time to time, the Company, certain of its affiliates and others have been named as defendants in lawsuits relating to various transactions in which it or its affiliated entities participated. In the Company’s opinion, no litigation in which the Company, subsidiaries or affiliates is a party is likely to have a material adverse effect on its financial condition, results of operation or cash flows.
     Environmental Contingencies. A number of jurisdictions in which the Company operates have adopted laws and regulations relating to environmental matters. Such laws and regulations may require the Company to secure governmental permits and approvals and undertake measures to comply therewith. Compliance with the requirements imposed may be time-consuming and costly. While environmental considerations, by themselves, have not significantly affected the Company’s business to date, it is possible that such considerations may have a significant and adverse impact in the future. The Company actively monitors its environmental compliance and while certain matters currently exist, management is not aware of any compliance issues which will significantly impact the financial position, operations or cash flows of the Company.
     In August 2005, the Rhode Island Department of Health (“RIDOH”) issued a compliance order to Brookwood’s subsidiary, Kenyon Industries, Inc. (“Kenyon”), alleging that Kenyon is a non-community water system and ordering Kenyon to comply with the RIDOH program for public water supply systems. Kenyon contested the compliance order and an administrative hearing was held in November 2005. No decision has been rendered. Complying with the RIDOH requirements would necessitate revamping of the plant’s water supply system and associated costs of approximately $100,000.

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THE HALLWOOD GROUP INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Six Months Ended June 30, 2006 and 2005
(unaudited)
     In August 2005, Brookwood received a Notice of Alleged Violation from The Rhode Island Department of Environmental Management (“RIDEM”) with notification that Brookwood had failed to comply timely with a requirement to test the destruction efficiency of a thermal oxidizer at its Kenyon plant and that when the test was conducted the equipment was not operating at the required efficiency. Since that time, Brookwood has upgraded and retested the equipment, which met the requirements on the retest. RIDEM has requested additional information regarding the failed test and Brookwood’s remedial actions and has indicated that a financial penalty is possible. Brookwood is cooperating with RIDEM in resolving the issue. Based on the information available to Brookwood, if a financial penalty is imposed, the Company does not believe that it will be material.
     In September 2005, Brookwood accrued $250,000 for anticipated environmental remediation costs in connection with a plan to remove, dewater, transport and dispose of sludge from its lagoons. Brookwood applied for approval with RIDEM and commenced remediation activities, which were completed in July 2006. In the 2006 first quarter, Brookwood accrued an additional $35,000 for remediation costs.
Note 10 — Segments and Related Information
     The following represents the Company’s reportable segment operations for the three months and six months ended June 30, 2006 and 2005, respectively (in thousands):
                                 
    Textile                    
    Products     Energy     Other     Consolidated  
Three months ended June 30, 2006
                               
Total revenue from external sources
  $ 28,698                     $ 28,698  
 
                           
 
                               
Operating income (loss)
  $ 1,401     $     $ (1,333 )   $ 68  
Other income (loss), net
    (134 )     (684 )     126       (692 )
 
                       
Income (loss) before income tax
  $ 1,267     $ (684 )   $ (1,207 )   $ (624 )
 
                       
 
                               
Three months ended June 30, 2005
                               
Total revenue from external sources
  $ 35,289     $ 568             $ 35,857  
 
                         
 
                               
Operating income (loss)
  $ 3,433     $     $ (7,409 )   $ (3,976 )
Other income (loss), net
    (168 )     500       200       532  
 
                       
Income (loss) before income tax
  $ 3,265     $ 500     $ (7,209 )   $ (3,444 )
 
                       
 
                               
Six months ended June 30, 2006
                               
Total revenue from external sources
  $ 59,473                     $ 59,473  
 
                           
 
                               
Operating income (loss)
  $ 3,876     $     $ (2,502 )   $ 1,374  
Other income (loss), net
    (251 )     (1,034 )     234       (1,051 )
 
                       
Income (loss) before income tax
  $ 3,625     $ (1,034 )   $ (2,268 )   $ 323  
 
                       
 
                               
Six months ended June 30, 2005
                               
Total revenue from external sources
  $ 71,684     $ 1,499             $ 73,183  
 
                         
 
                               
Operating income (loss)
  $ 6,693     $     $ (8,853 )   $ (2,160 )
Other income (loss), net
    (301 )     194       734       627  
 
                       
Income (loss) before income tax
  $ 6,392     $ 194     $ (8,119 )   $ (1,533 )
 
                       
     No differences have occurred in the basis or methodologies used in the preparation of this interim segment information from those used in the December 31, 2005 annual report. The total assets for the Company’s operating segments have not materially changed since the December 31, 2005 annual report.

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THE HALLWOOD GROUP INCORPORATED AND SUBSIDIARIES
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
     General. The Company is a holding company with interests in textile products and energy. In July 2005, the Company disposed of its investment in Hallwood Energy III, L.P (“HE III”). The Company received cash proceeds from this transaction in the amount of approximately $56,000,000. In May 2005 and August 2005, the Company paid cash dividends to its common stockholders of approximately $56,789,000 ($37.70 per share) and $9,324,000 ($6.17 per share), respectively.
     Although the Company’s textile products activities have generated positive cash flow in recent years, there is no assurance that this trend will continue. In addition, Hallwood Energy will require significant additional capital investment over the next few years to acquire additional properties and to adequately explore and develop existing and any new properties.
     Textile Products. The Company derives substantially all of its operating revenues from the textile products activities of its Brookwood Companies Incorporated (“Brookwood”) subsidiary; consequently, the Company’s success is highly dependent upon Brookwood’s success. Brookwood’s success will be influenced in varying degrees by its ability to continue sales to existing customers, cost and availability of supplies, Brookwood’s response to competition, its ability to generate new markets and products and the effect of global trade regulation.
     While Brookwood has enjoyed substantial revenue from its military business during the past three years, there is no assurance this trend will continue. Brookwood’s sales to the customers from whom it derives its military business have been volatile and difficult to predict, a trend the Company believes will continue. Military sales of $13,186,000 and $28,914,000 for the 2006 second quarter and six month periods, respectively, were each 27% lower than the comparable periods in 2005. In recent years, orders from the military for goods generally were significantly affected by the increased activity of the U.S. military. If this activity does not continue or declines, then orders from the military generally, including orders for Brookwood’s products, may be similarly affected.
     The military has recently indicated an intention to limit orders for existing products and to adopt revised specifications for new products to replace the products for which Brookwood’s customers have been suppliers. While any change in specifications or orders presents a potential opportunity for additional sales, it is uncertain whether Brookwood’s products will continue to comply with changing specifications as they are adopted. Brookwood is currently conducting research and development on various processes and products intended to comply with the revised specifications and anticipates that it will participate in the bidding process for the new military products. If Brookwood’s products do not comply with the revised specifications or are not selected by the U.S. Government for any other reason, then Brookwood may not be able to supply those items. In addition, the U.S. government is releasing contracts for shorter periods than in the past. Therefore, the Company is unable at this time to predict future sale trends.
     Unstable global nylon and chemical pricing, coupled with domestic energy costs, are causing overall cost increases, which, together with product mix, have negatively impacted Brookwood’s margins, a trend that appears likely to continue.
     Brookwood continues to identify new market niches intended to replace sales lost to importers. In addition to its existing products and proprietary technologies, Brookwood has been developing advanced breathable, waterproof laminate and other materials, which have been well received by its customers. Continued development of these fabrics for military, industrial and consumer applications is a key element of Brookwood’s business plan. The ongoing enterprise value of Brookwood is contingent on its ability to maintain its level of military business and adapt to the global textile industry; however, there can be no assurance that the positive results of the past can be sustained or that competitors will not aggressively seek to replace products developed by Brookwood.
     The textile industry is also significantly affected by legislation and administrative actions restricting or liberalizing trade among world textile producing and consuming countries such as the North American Free Trade Agreement (“NAFTA”), the World Trade Organization (“WTO”), the anti-dumping and countervailing duty remedies and enforcement activities by the U.S. Government, and the value of the U.S. dollar in relation to other currencies and world economic developments. However, under NAFTA there are no textile and apparel quotas between the U.S. and either Mexico or Canada for products that meet certain origin criteria. Tariffs among the three countries are either already zero or are being phased out. Also, the WTO recently phased out textile and apparel quotas.
     The U.S. has also approved the Central American-Dominican Republic Free Trade Agreement (“CAFTA-DR”) with six Central American countries (Costa Rica, Dominican Republic, El Salvador, Guatemala, Honduras and Nicaragua). Under

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THE HALLWOOD GROUP INCORPORATED AND SUBSIDIARIES
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CAFTA-DR, textiles and apparel originating from CAFTA-DR countries will be duty and quota-free, provided that yarn formed in the U.S. or other CAFTA-DR countries is used to produce the fabric. In addition, the United States recently implemented bilateral free trade agreements with Bahrain, Chile, Australia, Israel, Jordan, Morocco and Singapore. Although these actions have the effect of exposing Brookwood’s market to the lower price structures of the other countries and, therefore, continuing to increase competitive pressures, management is not able to predict their specific impact.
     Energy. Following the sale of Hallwood Energy III, L.P. (“HE III”) in July 2005, the Company’s remaining principal energy affiliates were Hallwood Energy II, L.P. (“HE II”), Hallwood Energy 4, L.P. (“HE 4”) and Hallwood Exploration, L.P. (“Hallwood Exploration”). The Company owned between 20% and 26% of the entities (between 17% and 21% on a fully diluted basis) and accounted for the investments using the equity method of accounting, recording its pro rata share of net income (loss), stockholders’ equity/partners’ capital transactions and comprehensive income (loss). These private companies were principally involved in acquiring oil and gas leases and drilling, gathering and sale of natural gas in the Barnett Shale formation of Parker, Hood and Tarrant Counties in Texas and the Barnett Shale and Woodford Shale formation in West Texas and the Fayetteville Shale formation in East Arkansas, and conducting 3-D seismic surveys over optioned land covering a Salt Dome in South Louisiana in order to determine how best to proceed with exploratory activity. Effective December 31, 2005, the remaining private energy affiliates, were consolidated into HE 4, which was renamed Hallwood Energy L.P. (“Hallwood Energy”). As of June 30, 2006, the Company owned approximately 25% (20% after consideration of profits interests) of Hallwood Energy.
     In July 2006, Hallwood Energy completed the sale of a 60% undivided working interest in its oil and gas properties in West Texas and all of its interest in the Parker, Hood and Tarrant County properties in Texas to Chesapeake Energy Corporation (“Chesapeake”). Chesapeake assumed operation of these properties.
     Refer also to the section “Investments in Energy Affiliates” for a further description of the Company’s energy activities.
     Presentation
     The Company intends the discussion of its financial condition and results of operations that follows to provide information that will assist in understanding its financial statements, the changes in certain key items in those financial statements from year to year, and the primary factors that accounted for those changes, as well as how certain accounting principles, policies and estimates affect its financial statements.
     Results of Operations
     The net loss for the 2006 second quarter was $499,000, compared to a net loss of $4,317,000 in 2005. Revenue for the 2006 second quarter was $28,698,000, compared to $35,857,000 in 2005.
     The net loss for the 2006 six month period was $35,000 compared to a net loss of $3,411,000 in 2005. Revenue for the 2006 six month period was $59,473,000, compared to $73,183,000 in 2005.
     Revenues
     Textile products sales of $28,698,000 decreased by $6,591,000, or 18.7%, in the 2006 second quarter, compared to $35,289,000 in 2005. Sales for the six month period decreased by $12,211,000, or 17.0%, to $59,473,000, compared to $71,684,000 in 2005. The decreases were principally due to a decrease of sales of specialty fabric to U.S. military contractors, as a result of decreased orders from the military to Brookwood’s customers, because of a limitation by the military for orders of existing products and the adoption of revised specifications for new products to replace the products for which Brookwood’s customers have been suppliers. The decline in military sales was partially offset by Brookwood’s development and marketing of new products and continued upgrade of its production equipment.
     Tennier Industries, Inc. (“Tennier”) accounted for more than 10% of Brookwood’s net sales during both the 2006 and 2005 three month and six month periods. Its relationship with Tennier is ongoing, however, Brookwood expects reduced sales volumes with Tennier in 2006. Sales to Tennier were $7,152,000 and $16,695,000 in the 2006 second quarter and six month periods, respectively, compared to $15,309,000 and $33,485,000 in 2005. Sales to Tennier represented 24.9% and 43.4% of Brookwood’s net sales in the 2006 and 2005 quarters, respectively, and 28.1% and 46.7% in the 2006 and 2005 six month periods, respectively.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Military sales, including the sales to Tennier, have generally comprised an increased portion of Brookwood’s total sales and a greater share of gross profit until 2005. However, Brookwood expects reduced military sales in 2006. Military sales accounted for $13,186,000 and $28,914,000 in the 2006 second quarter and six month periods, respectively, compared to $18,106,000 and $39,537,000 in 2005. The military sales represented 45.9% and 51.3% of Brookwood’s net sales in the 2006 and 2005 quarters, respectively, and 48.6% and 55.2% in the 2006 and 2005 six month periods, respectively.
     The Company’s former Hallwood Petroleum, LLC subsidiary (“HPL”) commenced operations in October 2004 as an administrative and management company to facilitate recordkeeping and processing for the energy affiliates. All costs were rebilled to energy affiliates with no profit element. In the 2005 second quarter, the Company determined that its ownership of this pass-through entity created unnecessary complexity. Therefore, HPL was transferred for nominal consideration to officers of the energy affiliates that are not officers of the Company. The transfer was completed in May 2005. Administrative fees from energy affiliates in the 2005 second quarter and six month periods were $568,000 and $1,499,000, respectively.
     Expenses
     Textile products cost of sales of $23,998,000 for the 2006 second quarter decreased by $3,824,000, or 13.7%, compared to $27,822,000 in 2005. For the six month periods, textile products cost of sales of $48,817,000 for 2006 decreased by $7,685,000, or 13.6%, compared to $56,502,000 in 2005. The 2006 decreases principally resulted from reduced sales and changes in product mix, partially offset by increased energy costs of $734,000 and increased freight costs of $197,000. Cost of sales includes all costs associated with the manufacturing process, including but not limited to, materials, labor, utilities, depreciation on manufacturing equipment and all costs associated with the purchase, receipt and transportation of goods and materials to Brookwood’s facilities, including inbound freight, purchasing and receiving costs, inspection costs, internal transfer costs and other costs of the distribution network. Brookwood believes that the reporting and composition of cost of sales and gross margin is comparable with similar companies in the textile converting and finishing industry.
     The reduced gross profit margin for the 2006 second quarter (16.4% versus 21.2%) and six month periods (17.9% versus 21.2%) principally resulted from changes in product mix and higher energy costs.
     Administrative and selling expenses were comprised of the following (in thousands):
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2006     2005     2006     2005  
Textile products
  $ 3,299     $ 4,034     $ 6,780     $ 8,489  
Corporate
    1,333       7,409       2,502       8,853  
Energy
          568             1,499  
 
                       
 
                               
Total
  $ 4,632     $ 12,011     $ 9,282     $ 18,841  
 
                       
     Textile products administrative and selling expenses of $3,299,000 for the 2006 second quarter decreased by $735,000, or 18.2%, from the 2005 amount of $4,034,000. For the six months, selling and administrative expenses were $6,780,000, compared to $8,489,000 in 2005. The decreases were primarily attributable to reduced royalties of $573,000 and $1,229,000, partially offset by costs related to the dissolution of an inactive subsidiary of $360,000 and $434,000, in the 2006 second quarter and six month periods, respectively. The textile products administrative and selling expenses included items such as payroll, professional fees, sales commissions, marketing, rent, insurance, travel and royalties. Brookwood conducts research and development activities related to the exploration, development and production of innovative products and technologies. Research and development costs were approximately $334,000 and $160,000 in the 2006 and 2005 six month periods, respectively.
     Corporate administrative expenses were $1,333,000 for the 2006 second quarter, compared to $7,409,000 for 2005. For the six months, corporate expenses were $2,502,000, compared to $8,853,000 in 2005. The decreases of $6,076,000 and $6,351,000 were principally attributable to bonus awards in the 2005 second quarter of $5,000,000 to Mr. Gumbiner and $905,000 to those officers of the Company, other than Mr. Gumbiner, who held options to purchase common stock of the Company, in lieu of amounts such option holders would have received had they exercised their options prior to the record date of the May 2005 cash distributions. Professional fees increased by $76,000 for the 2006 quarter and decreased by $159,000 for the 2006 six month period, compared to the 2005 periods.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Administrative costs for the energy affiliates in 2005 related to the Company’s former HPL subsidiary (see above).
     Other Income (Loss)
     Equity income (loss) from investments in energy affiliates, relating to the Company’s pro rata share of loss in the affiliates, was comprised of the following (in thousands):
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2006     2005     2006     2005  
Hallwood Energy
  $ (684 )   $ (16 )   $ (1,034 )   $ (157 )
HE III
          516             351  
 
                       
 
                               
Total
  $ (684 )   $ 500     $ (1,034 )   $ 194  
 
                       
     The 2006 results for Hallwood Energy include production from two wells in the Fort Worth Basin, while operations in the West Texas, South Louisiana and East Arkansas regions remain in the exploratory stage at June 30, 2006. The West Texas and East Arkansas areas are currently drilling while the first Louisiana well is expected to spud in September 2006.
     The 2005 amounts for Hallwood Energy represents the aggregate results of HE II, HE 4 and Hallwood Exploration for comparability purposes.
     HE III commenced commercial production and sales of natural gas in June 2004. On July 18, 2005, HE III completed a merger with Chesapeake, under which Chesapeake acquired HE III. See Note 3.
     In March 2005, an agreement was entered into with a former officer of the energy affiliates, who was not otherwise affiliated with the Company, to purchase the officer’s four percent profit interest in the energy affiliates for $4,000,000, of which $3,500,000 was ascribed to HE III and $250,000 each to HE II and Hallwood Exploration. The purchase was settled by the energy affiliates in July 2005. The energy affiliates recorded the purchase amount as compensation expense in the 2005 first quarter, and the Company reflected its pro rata share, approximately $1,100,000, as a reduction of the equity income from the energy affiliates.
     Interest expense was $134,000 and $251,000 in the 2006 second quarter and six month periods, respectively, compared to $168,000 and $302,000 in the 2005 periods. Interest expense principally relates to Brookwood’s Key Bank revolving credit facility. The decreases in interest expense were principally due to a reduction in the average outstanding loan amount, partially offset by increasing interest rates.
     Interest and other income was $126,000 and $234,000 in the 2006 second quarter and six month periods, respectively, compared to $200,000 and $848,000 in 2005. The 2006 decreases were principally due to reduced interest income earned on lower balances of cash and cash equivalents and lower income from investments in marketable securities which were sold or matured in 2005.
     The Company sold its interest in Hallwood Energy Corporation (“HEC”) in December 2004. At December 31, 2004, the Company recorded a receivable for $500,000 for the anticipated additional amount the Company would receive from the disposition of its HEC investment upon final calculation of HEC’s working capital. In April 2005, the Company received $387,000 as its proportionate share of the working capital. Accordingly, the Company reduced the gain from the disposition of HEC by $113,000 in the 2005 first quarter.

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THE HALLWOOD GROUP INCORPORATED AND SUBSIDIARIES
Item 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Income Taxes
     Following is a schedule of income tax expense (benefit) (in thousands):
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2006     2005     2006     2005  
Federal
                               
Deferred
  $ (269 )   $ (252 )   $ (19 )   $ 239  
Current
          650             656  
 
                       
Sub-total
    (269 )     398       (19 )     895  
 
                               
State
    144       475       377       983  
 
                       
 
                               
Total
  $ (125 )   $ 873     $ 358     $ 1,878  
 
                       
     At June 30, 2006, the deferred tax asset was attributable solely to temporary differences, that upon reversal, could be utilized to offset income from operations. The effective federal tax rate in both periods was 35%, while state taxes are determined based upon taxable income apportioned to those states in which the Company does business at their respective tax rates, which vary from 0% to 17%. Income tax expense in the 2005 periods includes a limitation on the deductibility of executive compensation.
     Investments in Energy Affiliates
     At June 30, 2006, the Company owned approximately 25% (20% after consideration of profits interests) of Hallwood Energy.
     On December 31, 2005, the Company had investments in three energy affiliates: HE II, HE 4 and Hallwood Exploration. Investments in two other energy affiliates, HEC and HE III, were sold in December 2004 and July 2005, respectively. Effective December 31, 2005, HE II and Hallwood Exploration were consolidated into HE 4, which was renamed Hallwood Energy.
     The partners’ interests in Hallwood Energy were proportionate to the capital invested in each entity at December 31, 2005. The Company’s investment in Hallwood Energy at December 31, 2005 was comprised of its capital contributions to each of the former affiliates, as follows (in thousands):
         
Entity        
HE 4
  $ 22,325  
HE II
    14,011  
Hallwood Exploration
    4,624  
Accumulated equity income (loss)
    (106 )
 
     
 
       
Total
  $ 40,854  
 
     
     In January 2006, the Company invested an additional $2,721,000 in Hallwood Energy.
     In February 2006, Hallwood Energy entered into a $65,000,000 loan facility, and had drawn $40,000,000 as of June 30, 2006. It is anticipated that the facility will be fully drawn by October 2006.
     During the first quarter of 2006, Hallwood Energy entered into a participation agreement (the “Participation Agreement”) with Activa Resources, Ltd. Under the Participation Agreement, upon Activa’s payment of approximately $4,960,000 to Hallwood Energy, which was received in April 2006, Hallwood Energy transferred to Activa an undivided 25% interest in oil and gas leases with respect to 44,219 net acres that Hallwood Energy currently holds in East Arkansas. During the term of the Participation Agreement, Hallwood Energy is designated as operator of the leases. As operator, Hallwood Energy was required to commence actual drilling operations before June 1 for the first of two initial wells. Hallwood Energy has commenced this drilling. Activa agreed to participate to the extent of its participation interest in the two initial wells, and paid 50% of the first $750,000 incurred for costs associated with the drilling, completion and equipping operations in connection with each of the initial wells.

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Item 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     In addition, the Participation Agreement establishes an area of mutual interest (the “AMI”) potentially covering an area of approximately 184,000 gross acres, which area includes the 44,219 acres. Pursuant to the AMI, Hallwood Energy will have the right to an undivided 75% participation interest, and Activa will have the right to an undivided 25% participation interest, in any additional leases acquired by either of the parties within the AMI. If either party acquires any additional leases covering lands within the AMI, it must offer the other party the right to acquire its participation interest in the leases acquired. The agreement related to the acquisition of additional leases expires in December 2007.
     In April 2006, Hallwood Energy sold a 5% limited partner interest to an affiliate of its lender, which decreased the Company’s ownership interest to 25% (20% after consideration of profit interests).
     In July 2006, Hallwood Energy completed the sale of a 60% undivided working interest in its oil and gas properties in West Texas and all of its interest in the Parker, Hood and Tarrant County Texas properties to Chesapeake. Chesapeake assumed operation of these properties. The purchase price was $39,400,000, including reimbursement of certain development and drilling costs, subject to any post closing adjustments. Completion of the transaction will enable Hallwood Energy to increase its operational focus on its properties in Arkansas and Louisiana and reduce its capital requirements in West Texas while retaining a significant interest in the economic potential of the West Texas properties.
     Following the July 2006 sale to Chesapeake, Hallwood Energy’s management has classified its energy investments into three identifiable areas: East Arkansas, South Louisiana and West Texas.
     Management of Hallwood Energy is currently evaluating its drilling plans and capital requirements for the remainder of 2006 and calendar year 2007. In the early stages of the development of its three operating areas, the drilling plans and capital requirements can vary widely and are dependent upon a number of factors, including the availability and cost of drilling rigs, personnel and other services, regulatory requirements, the success of wells previously drilled by the energy entities and third parties, and other risks and uncertainties described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005 in the section entitled “Business–Competition, Risks and Other Factors”. Hallwood Energy’s anticipated capital expenditures and capital requirements through December 31, 2006 have been reduced significantly by the July 2006 sale to Chesapeake, including the impact from the sales proceeds as well as the decrease in future capital expenditures in Texas. In addition, results to date in Arkansas have been inconclusive. Hallwood Energy may slow down its plan for capital expenditures for 2006 in this area until it determines how best to exploit its acreage there. Hallwood Energy may also consider additional strategic partnering arrangements for drilling and development.

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Item 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     The following table reflects the status of Hallwood Energy’s oil and gas investments as of August 1, 2006:
                                 
                    Delaware    
    East   South   Basin, West    
Description   Arkansas (a)   Louisiana (b)   Texas (c)   Total
Principal focus
  Fayetteville Shale   Salt Dome   Barnett and Woodford Shale        
Initial funding
  3rd Quarter 2005   1st Quarter 2004   3rd Quarter 2004        
Company investment
                          $ 43,681,000 (d)
Company ownership percentage (e)
                            25%/20%  
Net acres held (f)
    373,000       (h )     17,300          
Operator
  Hallwood   Hallwood   Chesapeake        
 
  Energy   Energy                
 
                               
Well type: (g)
                               
Horizontal
    1               1       2  
Vertical
    5               2       7  
Well status:
                               
Producing
                         
Drilling
    3               2       5  
Evaluating/completing.
    3               1       4  
Net production (Mcf/day)
                         
 
a)   Formerly part of HE 4
 
b)   Formerly part of Hallwood Exploration
 
c)   Formerly part of HE II. Hallwood Energy owns a 40% working interest in these properties.
 
d)   Represents $40,960,000 (including $889,000 of pipe inventory distributed to the Company by HE III in connection with the sale of HE III in July 2005, and recontributed to HE II) from HE 4, HE II and Hallwood Exploration at the December 31, 2005 consolidation date and an additional investment of $2,721,000 in 2006.
 
e)   Before and after consideration of profit interests held by management of Hallwood Energy.
 
f)   Net acres held is the sum of the total number of acres in which Hallwood Energy owns a working interest multiplied by Hallwood Energy’s fractional working interest. East Arkansas excludes in excess of 130,000 acres, which were under contract to be acquired, but for which title work has not been completed, some of which management believes will not ultimately be acquired.
 
g)   All wells are natural gas wells. Represents the gross number of wells in which Hallwood Energy holds a working interest.
 
h)   Hallwood Energy holds options to acquire leases on approximately 20,000 acres. Based on the results of 3-D seismic data that have been analyzed, approximately 4,000-8,000 acres are expected to be retained for future development.
     A description of activities in each area is provided below. Forward looking information is from current estimates by the management of Hallwood Energy, based on existing and anticipated conditions.
     East Arkansas
     The primary objective formation is the Fayetteville Shale, which appears to range in depth from approximately 2,700 to 7,400 feet and to have a thickness of 300 to 700 feet.
     Hallwood Energy commenced drilling activities in the 2006 first quarter and are currently operating with three rigs under long term contract. Hallwood Energy has contracted for two additional rigs beginning January 1, 2007 with two additional rigs by April 2007 and one other rig by July 2007 to bring the East Arkansas rig count to eight by mid-2007.

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Item 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     South Louisiana
     Hallwood Energy holds options to acquire leases over approximately 20,000 acres to exploit a salt dome oil and gas opportunity in St. James, Ascension and Assumption parishes. Based on the results of the 3-D seismic data that have been analyzed, approximately 4,000 to 8,000 acres are expected to be retained for future development. Hallwood Energy has secured two rigs, the first in September 2006 with a one well commitment and an option on a second well that is expected to be exercised. The second rig will start in November 2006 and is under contract for two years. Additional drilling equipment and funding will be assessed and determined based on the results of the initial wells.
     Delaware Basin, West Texas
     Hallwood Energy sold a 60% interest and transferred operations in these properties to Chesapeake in July 2006. The expectation is that Chesapeake will finish two wells currently drilling and will relocate the two rigs outside the project areas through the remainder of 2006. One vertical well has already been drilled and logged. The logs show 840 feet of Barnett Shale and 320 feet of Woodford Shale. The 2007 budget expectation is that the rig(s) will return in 2007 and drill five gross wells.
     Fort Worth Basin, Texas
     These properties were sold to Chesapeake in July 2006. Hallwood Energy no longer has any involvement in activities related to these properties. Hallwood Energy’s operating revenues in the six months ended June 30, 2006 were from the two producing wells on these properties.
     Hallwood Energy III, L.P. The Company owned approximately 28% (24% after consideration of profit interests) of HE III. The Company accounted for this investment using the equity method of accounting and recorded its pro rata share of HE III’s net income (loss) and partner capital transactions.
     In 2004, the Company invested $4,705,000 in HE III, which was formed primarily to acquire and develop oil and gas lease holdings in the Barnett Shale formation of Johnson and Hill Counties, Texas. In March 2005, the Company invested an additional $4,251,000.
     In June 2004, HE III acquired from HEC approximately 15,000 net acres of undeveloped leasehold, three proven developed non-producing natural gas properties, a limited amount of gas transmission line and various other assets. As the purchase was from a related entity, the assets were recorded at net carrying value of approximately $4,400,000, of which the Company’s proportionate share was approximately $1,232,000. During July 2004, HE III entered into an agreement with Chesapeake, which owned approximately 12,000 net acres contiguous to that of HE III, wherein it assigned a 44% interest in its lease holdings to Chesapeake, which in turn assigned a 56% interest in its lease holdings to HE III. Under the joint operating agreement between the two entities, HE III had been designated as operator.
     In December 2004, in connection with the sale of HEC, the Company, as a shareholder in HEC, received its proportionate share of debt from HE III owed to HEC in the amount of $1,995,000, which it contributed to HE III as an additional capital investment. In addition, the Company received its proportionate share of HEC’s investment in its Hallwood SWD, Inc. subsidiary, with a carrying value of approximately $1,250,000, which was also contributed to HE III as an additional capital investment.
     HE III commenced commercial production and sales of natural gas in June 2004.
     As of July 18, 2005, HE III had drilled, acquired or was in the process of drilling 36 wells in the Barnett Shale formation in Johnson County, Texas. Twenty-four wells were producing, two wells were being drilled, eight wells were in the completion process and two wells were saltwater disposal wells. On that date, HE III held oil and gas leases covering approximately 29,000 gross and 14,000 net acres of undeveloped leasehold, predominantly in Johnson County, Texas. Natural gas production was approximately 21 million cubic feet per day, net to HE III’s interest.
     On July 18, 2005, HE III completed a merger with Chesapeake. The merger agreement provided for a total price of $246,500,000 for all of the HE III production and reserves, as well as the operational and administrative infrastructure in Johnson County, and was subject to reduction for outstanding debt, transaction costs, changes in working capital and certain other matters. After these reductions and adjustments, Chesapeake paid a total of approximately $235,000,000 at the closing, including debt owed by HE III, and additional $3,300,000, as a result of the final working capital adjustment settled in October 2005.
     In exchange for its interest in HE III, the Company received a cash payment of $54,850,000 in July 2005 and received an additional $799,000 in November 2005 from the final working capital adjustment. In addition, the Company received a distribution for its proportionate share of certain pipe inventory owned by HE III, with a proportionate carrying value of approximately $889,000, which was contributed to HE II as an additional capital investment. The Company also recorded a receivable in the amount of $470,000 for the settlement of a working capital adjustment with HPL. The receivable will be contributed to Hallwood Energy in 2006 as an additional capital investment.

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Item 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Hallwood Petroleum, LLC. The Company’s Hallwood Petroleum, LLC subsidiary (“HPL”) commenced operation in October 2004 as an administrative and management company to facilitate record keeping and processing for the energy affiliates and has no financial value. All revenues were credited to, and all costs were borne by, the other energy affiliates with no profit element. All assets nominally in the name of HPL were held solely for the benefit of the other energy affiliates. HPL was formed as a subsidiary of the Company as a convenience and it was not intended that it have any financial impact on the Company. In the 2005 second quarter, the Company determined that its ownership of this pass-through entity created unnecessary complexity; therefore HPL was transferred for nominal consideration to officers of the energy affiliates that are not officers of the Company. The transfer was completed in May 2005. HPL was acquired by Hallwood Energy for nominal consideration in connection with the December 31, 2005 consolidation.
     Critical Accounting Policies
     There have been no changes to the critical accounting policies identified and set forth in the Company’s Form 10-K for the year ended December 31, 2005.
     Related Party Transactions
     Hallwood Investments Limited. The Company has entered into a financial consulting contract with Hallwood Investments Limited (“HIL”), a corporation associated with Mr. Anthony J. Gumbiner, the Company’s chairman and principal stockholder. The contract provides for HIL to furnish and perform international consulting and advisory services to the Company and its subsidiaries, including strategic planning and merger activities, for annual compensation of $996,000 ($954,000 prior to March 2005). The annual amount is payable in monthly installments. The contract automatically renews for one-year periods if not terminated by the parties beforehand. Additionally, HIL and Mr. Gumbiner are also eligible for bonuses from the Company or its subsidiaries, subject to approval by the Company’s or its subsidiaries’ board of directors. The Company also reimburses HIL for reasonable expenses in providing office space and administrative services.
     A summary of the fees and expenses related to HIL and Mr. Gumbiner are detailed below (in thousands):
                                 
    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2006     2005     2006     2005  
Consulting fees
  $ 249     $ 249     $ 498     $ 491  
Office space and administrative services
    99       216       204       324  
Bonus
          5,000             5,000  
 
                       
 
                               
Total
  $ 348     $ 5,465     $ 702     $ 5,815  
 
                       
     In addition, HIL and Mr. Gumbiner perform services for certain affiliated entities that are not subsidiaries of the Company, for which they receive consulting fees, bonuses, stock options, profit interests or other forms of compensation and expenses. The Company recognizes a proportionate share of such compensation and expenses, based upon its ownership percentage in the affiliated entities, through the utilization of the equity method of accounting.
     Beginning January 1, 2005, HIL shares common offices, facilities and certain staff in its Dallas office with the Company. The Company pays certain common general and administrative expenses and charges HIL an overhead reimbursement fee for its allocable share of the expenses. For the three month periods ended June 30, 2006 and 2005, HIL reimbursed the Company $35,000 and $25,000, respectively, for such expenses. For the six month periods ended June 30, 2006 and 2005, HIL reimbursed the Company $74,000 and $50,000, respectively.
     Hallwood Energy. Beginning August 1, 2005, Hallwood Energy and its predecessor entities share common offices, facilities and certain staff in its Dallas office with the Company. Hallwood Energy reimburses the Company for its allocable share of the expenses. For the three month and six month period ended June 30, 2006, Hallwood Energy reimbursed the Company $97,000 and $132,000 for such expenses, respectively.

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THE HALLWOOD GROUP INCORPORATED AND SUBSIDIARIES
Item 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Contractual Obligations and Commercial Commitments
     The Company and its subsidiaries have entered into various contractual obligations and commercial commitments in the ordinary course of conducting its business operations, which are provided below as of June 30, 2006 (in thousands):
                                                         
    Payments Due During the Year Ending December 31,  
    2006*     2007     2008     2009     2010     Thereafter     Total  
Contractual Obligations
                                                       
Long term debt
  $ 178     $ 281     $ 152     $ 27     $ 6,000     $     $ 6,638  
Redeemable preferred stock
                            1,000             1,000  
Operating leases
    535       951       924       571       538       1,971       5,490  
 
                                         
 
                                                       
Total
  $ 713     $ 1,232     $ 1,076     $ 598     $ 7,538     $ 1,971     $ 13,128  
 
                                         
 
*   For the six months ended December 31, 2006.
     Interest costs associated with the Company’s debt, which principally bears interest at variable rates, are not a material component of the Company’s expenses. Estimated interest payments, based on the current principal balances and weighted averages interest rates, assuming the contractual repayment of the term loan debt and a renewal of the revolving credit facilities at their loan balances as of June 30, 2006, are $233,000 for the six months ending December 31, 2006 and $450,000, $434,000, $425,000, and $424,000, for the years ending December 31, 2007 through December 31, 2010, respectively.
     Employment Contracts. The Company and its Brookwood subsidiary have compensation agreements with various personnel and consultants. Generally, the agreements extend for one-year terms and are renewable annually.
     2005 Long-Term Incentive Plan for Brookwood. In December 2005, the Company adopted The Hallwood Group Incorporated 2005 Long-Term Incentive Plan for Brookwood Companies Incorporated (“2005 Long-Term Incentive Plan for Brookwood”) to attract, retain and motivate key personnel of Brookwood. The terms of the incentive plan provide for a total award amount to participants equal to 15% of the fair market value of consideration received by the Company in a change of control transaction, as defined, in excess of the sum of the liquidation preference plus accrued unpaid dividends on the Brookwood preferred stock (approximately $27,219,000 at June 30, 2006). Provided certain circumstances are met, the minimum total award amount shall be $2,000,000. In addition, if certain members of Brookwood senior management do not have at least a two percent equity or debt interest in the entity with which the change of control transaction is completed, then the Company will be obligated to pay an additional $2,600,000.
     Financial Covenants
     The principal ratios, required to be maintained under Brookwood’s Key Working Capital Revolving Credit Facility for the last four quarters are provided below:
                     
        Quarters Ended
        June 30,   March 31,   December 31,   September 30,
Description   Requirement   2006   2006   2005   2005
Total debt to tangible net worth  
must be less than ratio of 1.50
  0.69   0.75   0.65   0.69
Net income  
must exceed $1.00
  Yes   Yes   Yes   Yes
     Brookwood was in compliance with its loan covenants under the Key Working Capital Revolving Credit Facility for the first two quarters in 2006 and for all quarters in 2005.
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THE HALLWOOD GROUP INCORPORATED AND SUBSIDIARIES
Item 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Liquidity and Capital Resources
     General. The Company principally operates in the textile products and energy business segments. The Company’s cash position decreased by $1,633,000 during the 2006 six month period to $15,015,000 as of June 30, 2006. The principal source of cash was $2,900,000 provided by operating activities. The primary uses of cash were $2,721,000 for an additional investment in Hallwood Energy and $1,831,000 for property, plant and equipment.
     Textiles. The Company’s textile products segment generates funds from the dyeing, laminating and finishing of fabrics and their sale to customers in the consumer, industrial, medical and military markets. Brookwood maintains a $22,000,000 revolving line of credit facility and a $3,000,000 equipment facility with Key Bank. The facilities have a maturity date of January 2010. At June 30, 2006, Brookwood had approximately $16,000,000 of unused borrowing capacity under its revolving line of credit facility and $2,362,000 under its equipment facility.
     Brookwood paid cash dividends to the Company of $4,000,000 in the 2006 period through July 31, 2006 and $8,000,000 for all of 2005. In addition, Brookwood made payments to the Company of $500,000 in the 2006 period through July 31, 2006 and $4,552,000 for all of 2005 under its tax sharing agreement. Future cash dividends and tax sharing payments are contingent upon Brookwood’s continued compliance with the covenants contained in the Key Bank credit facility. There were no significant additional capital requirements as of June 30, 2006.
     Energy. Hallwood Energy anticipates that substantial additional debt or equity funding will be required over the next few years to complete budgeted property acquisition, exploration and development activities. In February 2006, Hallwood Energy entered into a $65,000,000 loan facility, and has drawn $40,000,000 as of June 30, 2006. It is anticipated that the facility will be fully drawn by October 2006. In July 2006, Hallwood Energy received proceeds of approximately $39,430,000 from the sale of full or partial interests in its Texas properties. If Hallwood Energy requires additional capital contributions from its partners, the Company will be required to fund approximately 25% of the total capital request to maintain its proportionate interest in Hallwood Energy. The Company believes that a contribution up to $15,000,000 can be made from existing cash and cash flow from operations.
     However, the timing and amount of any additional capital contributions for Hallwood Energy are uncertain. Hallwood Energy may determine to seek funding from sources other than existing investors. If Hallwood Energy requests greater equity funding from its current investors, then the Company may be required either to obtain additional funds from operations or from additional debt or equity funding of the Company, or to subscribe to less than its proportionate share of Hallwood Energy’s available equity. In addition, if other investors in Hallwood Energy do not elect to fund their proportionate share of any additional funding, the Company may wish to fund more than its proportionate amount, if it has funds available to do so. Additional capital requirements after 2006 may be required. The actual level of Hallwood Energy’s capital requirements during 2006 and thereafter, however, will depend on a number of factors that cannot be determined at this time, including future gas prices, costs of field operations, the ability to successfully identify and acquire prospective properties and drill and complete wells, access to gathering and transportation infrastructure, and the availability of alternative sources of capital, such as loans from third parties.
     Future Liquidity. The Company’s ability to generate cash flow from operations will depend on its future performance and its ability to successfully implement business and growth strategies. The Company’s performance will also be affected by prevailing economic conditions. Many of these factors are beyond the Company’s control. Considering its current cash position and its anticipated cash flow from operations, the Company believes it has sufficient funds to meet its liquidity needs, although future capital requirements by Hallwood Energy may impact its liquidity.
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THE HALLWOOD GROUP INCORPORATED AND SUBSIDIARIES
Item 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     Forward-Looking Statements
     In the interest of providing stockholders with certain information regarding the Company’s future plans and operations, certain statements set forth in this Form 10-Q relate to management’s future plans, objectives and expectations. Such statements are forward-looking statements. Although any forward-looking statement expressed by or on behalf of the Company is, to the knowledge and in the judgment of the officers and directors, expected to prove true and come to pass, management is not able to predict the future with absolute certainty. Forward-looking statements involve known and unknown risks and uncertainties, which may cause the Company’s actual performance and financial results in future periods to differ materially from any projection, estimate or forecasted result. Among others, these risks and uncertainties include those described in the Company’s Form 10-K for the year ended December 31, 2005 in the section entitled “Business – Competition, Risks and Other Factors”. These risks and uncertainties are difficult or impossible to predict accurately and many are beyond the control of the Company. Other risks and uncertainties may be described, from time to time, in the Company’s periodic reports and filings with the Securities and Exchange Commission.
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THE HALLWOOD GROUP INCORPORATED AND SUBSIDIARIES
 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
     There have been no material changes to the Company’s market risks during the quarter ended June 30, 2006.
     The Company is exposed to market risk due to fluctuations in interest rates. The Company historically has utilized both fixed rate and variable rate debt to finance its operations. As of June 30, 2006, the Company’s total outstanding loans payable of $6,638,000 were comprised of $160,000 of fixed rate debt and $6,478,000 of variable rate debt. There is inherent rollover risk for borrowings as they mature and are renewed at current market rates. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and the Company’s future financing requirements. A hypothetical increase in interest rates of one percentage point would cause an annual loss in income and cash flows of approximately $65,000, assuming that outstanding debt remained at current levels.
     The Company does not have any derivative financial instruments as of June 30, 2006.
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THE HALLWOOD GROUP INCORPORATED AND SUBSIDIARIES
 CONTROLS AND PROCEDURES
     Disclosure Controls and Procedures. It is the conclusion of the Company’s principal executive officer and principal financial officer that the Company’s disclosure controls and procedures (as defined in Exchange Act rules 13a-15(e) and 15d-15(e)), based on their evaluation of these controls and procedures as of the end of the period covered by this Form 10-Q, are effective at the reasonable assurance level in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management’s control objectives. The design of any system of controls and procedures is based in part upon certain assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
     In August 2003, the Company’s independent registered public accounting firm provided written communications to management and the audit committee on the need to improve the financial closing process at the Brookwood subsidiary. In April 2004, the Company received a further written communication from the independent registered public accounting firm to management and the audit committee on the continued need to improve the Brookwood financial closing process. With the addition of new staff, Brookwood’s management believes it has made substantial progress both in the timeliness and accuracy of the closing process. In March 2005 and April 2006, the Company received communications from its independent registered public accounting firm that further improvements in the financial systems and processes at its Brookwood subsidiary are still required. Brookwood is currently implementing a new order processing and inventory control system and updating its general ledger system, which will integrate various accounting processes. The new systems will further aid in accelerating and automating the financial closing process. In addition, Brookwood has updated its recordkeeping related to its subsidiary stock option plan.
     Internal Controls. Other than the improvements noted above, there were no changes in the Company’s internal controls over financial reporting that occurred during the last fiscal quarter that have materially affected or are reasonably likely to materially affect these controls.
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THE HALLWOOD GROUP INCORPORATED AND SUBSIDIARIES
PART II — OTHER INFORMATION
Item
                 
 
    1     Legal Proceedings    
 
               
 
          Reference is made to Note 9 to the Company’s condensed consolidated financial statements included within this Form 10-Q.    
 
               
 
    1A     Risk Factors   N/A
 
               
 
    2     Unregistered Sales of Equity Securities and Use of Proceeds   None
 
               
 
    3     Defaults upon Senior Securities   None
 
               
 
    4     Submission of Matters to a Vote of Security Holders    
 
               
 
          At the Company’s annual meeting of stockholders held on May 10, 2006, stockholders voted on two proposals:    
  (a)   to elect two directors to hold office for three years:
                     
Nominee Director   Voted For   Withheld  
Anthony J. Gumbiner
    1,394,332       42,297      
M. Garrett Smith
    1,428,017       8,612  
  (b)   to adopt The Hallwood Group Incorporated 2005 Long-Term Incentive Plan for Brookwood Companies Incorporated:
                                 
        For   Against   Abstain   No Vote
 
            1,183,961       9,137       1,042       242,489  
                 
 
    5     Other Information   None
 
               
 
    6     Exhibits    
  31.1   Certification of the Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
  31.2   Certification of the Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
  32.1   Certification of Chief Executive Officer and Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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THE HALLWOOD GROUP INCORPORATED AND SUBSIDIARIES
SIGNATURE
     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.
             
    THE HALLWOOD GROUP INCORPORATED    
 
           
Dated: August 14, 2006
  By:   /s/ Melvin J. Melle    
 
     
 
Melvin J. Melle, Vice President
   
 
      (Duly Authorized Officer and    
 
      Principal Financial and    
 
      Accounting Officer)    

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THE HALLWOOD GROUP INCORPORATED AND SUBSIDIARIES
INDEX TO EXHIBITS
     
Exhibit    
Number   Description
31.1
  Certification of the Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
31.2
  Certification of the Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
   
32.1
  Certification of Chief Executive Officer and Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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