<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended September 30, 1995
---------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
------------------ -----------
Commission File Number 1-804
------------------------------------------
SEQUA CORPORATION
- -----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-188-5030
- ------------------------------- -----------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Indentification No.)
200 Park Avenue, New York, New York 10166
- -----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(212) 986-5500
-------------
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 X No
--- ---
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
Class Outstanding at November 9, 1995
----- -------------------------------
Class A Common Stock, no par value 6,535,841
Class B Common Stock, no par value 3,330,780
<PAGE>
<PAGE>
<TABLE>
PART I - FINANCIAL INFORMATION
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(Thousands of dollars except per share data)
(Unaudited)
<CAPTION>
For the Nine Months For the Three Months
Ended September 30, Ended September 30,
------------------- --------------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Sales $1,038,085 $1,042,479 $353,288 $330,799
---------- ---------- -------- --------
COSTS AND EXPENSES
Cost of sales 838,555 839,294 288,328 266,711
Selling, general and
administrative 168,015 162,879 51,332 51,356
--------- ---------- --------- --------
1,006,570 1,002,173 339,660 318,067
--------- ---------- --------- --------
OPERATING INCOME 31,515 40,306 13,628 12,732
OTHER INCOME (EXPENSE)
Interest expense (39,870) (44,637) (13,221) (15,094)
Interest income 3,113 1,929 1,486 576
Other, net 3,710 (12,444) 3,437 (5,301)
--------- ---------- -------- --------
INCOME (LOSS) BEFORE INCOME TAXES (1,532) (14,846) 5,330 (7,087)
Income tax (provision) benefit (4,500) 2,650 (3,400) (1,300)
--------- ---------- ------- --------
INCOME (LOSS) BEFORE
EXTRAORDINARY LOSS ON EARLY
RETIREMENT OF DEBT (6,032) (12,196) 1,930 (8,387)
Extraordinary loss on early
retirement of debt, net of
applicable income taxes - (1,083) - -
--------- ----------- --------- --------
NET INCOME (LOSS) $ (6,032) $ (13,279) $ 1,930 $ (8,387)
Preferred dividend requirements (2,373) (2,373) (791) (791)
--------- ---------- --------- --------
NET INCOME (LOSS) APPLICABLE
TO COMMON STOCK $ (8,405) $ (15,652) $ 1,139 $ (9,178)
========= ========== ========= ========
INCOME (LOSS) PER SHARE
Income (loss) before
extraordinary item $ (.85) $ (1.51) $ .12 $ (.94)
Extraordinary loss on early
retirement of debt - (.11) - -
-------- --------- -------- --------
Net income (loss) $ (.85) $ (1.62) $ .12 $ (.94)
======== ======== ======== ========
DIVIDENDS DECLARED PER SHARE
Preferred $ 3.75 $ - $ 1.25 $ -
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
SEQUA CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------
SUMMARY BUSINESS SEGMENT DATA (in millions)
- -------------------------------------------
<CAPTION>
Operating
Sales Income (Loss)
Year to Date Year to Date
---------------- ----------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Aerospace $ 589.8 $ 633.5 $ (7.3) $ 2.0
Machinery & Metal Coatings 214.0 175.5 24.5 19.2
Specialty Chemicals 180.8 179.9 29.5 30.8
Other Products 53.5 53.6 5.7 6.8
Corporate - - (20.9) (18.5)
-------- -------- ----- -----
TOTAL $1,038.1 $1,042.5 $ 31.5 $ 40.3
======== ======== ====== =======
</TABLE>
<TABLE>
<CAPTION>
Operating
Sales Income (Loss)
Third Quarter Third Quarter
-------------- ---------------
1995 1994 1995 1994
---- ---- ---- ----
<S> <C> <C> <C> <C>
Aerospace $192.4 $186.1 $ (0.4) $ (1.4)
Machinery & Metal Coatings 84.4 65.7 9.1 8.1
Specialty Chemicals 60.0 61.6 10.4 10.1
Other Products 16.5 17.4 1.5 2.2
Corporate - - (7.0) (6.3)
------ ------ ------ -----
TOTAL $353.3 $330.8 $ 13.6 $ 12.7
====== ====== ====== ======
</TABLE>
<PAGE>
<PAGE>
SALES
Overall sales declined less than 1% in the first nine months,
while sales in the third quarter of 1995 rose 7% when compared
with the same period of 1994. If the revenues of Gas Turbine
units sold in the first half of 1994 are excluded, the 1995 year-
to-date sales represent an increase of 2%. Both 1995 periods
benefitted from strong growth in the Machinery and Metal Coatings
segment.
Aerospace sales declined 7% year to date (3% after excluding
Gas Turbine operations sold in the first half of 1994) and
increased 3% in the third quarter. For the nine months a 7%
advance in Kollsman's sales was more than offset by declines at
both the Gas Turbine and ARC Propulsion units. In the third
quarter, the increase was due to higher sales at the Gas Turbine
unit. For the nine months of 1995, Gas Turbine sales declined 9%
(4% after excluding units sold in the first half of 1994),
primarily as a result of a 15% drop in sales to the original
equipment market (OEM). Sales to the component repair market
were on a par with the 1994 nine months. In the third quarter, a
slight strengthening in repair sales resulted in a small overall
sales increase. OEM sales remained below year earlier levels.
The ARC propulsion unit recorded modestly lower sales in both
periods, as declines in two rocket motor programs (MLRS and
Stinger missiles), were offset by higher sales of commercial
components and rocket motors for the MK104 Standard Missile.
Kollsman's year-to-date sales increased 7%, as sharply higher
sales in the avionics product line and improvements in sales of
the night targeting system (NTS) for the Cobra Helicopter, more
than offset declines in the electro-optic and custom manufactured
product areas. For the third quarter, Kollsman's sales declined
4%, as a sharp advance in avionics product sales was more than
offset by declines in all other product lines.
Sales of the Machinery and Metal Coatings segment increased
22% and 28% in the nine- and three-month periods, respectively,
with all units advancing. The Precoat Metals division recorded
strong gains as a result of several factors: a sustained high
level of demand from the building products market; added capacity
available at a new facility in Jackson, Mississippi that was
completed in late 1994; and the additional sales generated by two
Enamel Products and Plating Co. (EP&P) facilities acquired in
late July 1995. Can Machinery sales rose 6% in the nine months
and 35% in the third quarter, primarily as a result of increased
overseas sales of can decorating equipment. Based on current
backlog, strong can machinery sales are expected in the fourth
quarter. Sales of the auxiliary press equipment unit rose
sharply in both periods, driven by strength in all product lines
and a favorable foreign exchange rate shift.
<PAGE>
SALES (con't)
Sales of the Chemicals segment for the nine months of 1995
were on a par with year earlier levels, while third-quarter sales
registered a small decline. At the overseas unit, sales were
modestly lower in both 1995 periods, as a decline in detergent
chemicals sales was partially offset by increased sales of other
specialty chemicals and a favorable foreign exchange rate swing.
The third-quarter sales decline was also affected by the
disposition of a manufacturing facility that produced textile and
bromine chemicals. At the domestic unit, price increases and a
favorable sales mix shift more than offset a small volume decline
in the nine months. For the third quarter, volume was level with
the 1994 quarter, and higher selling prices produced a modest
sales increase.
Sales of the Other Products segment registered a small decline
in both 1995 periods. The automotive products unit recorded a
small increase in sales in the nine months and a decline in the
third quarter. Overall sales of this unit in both 1995 periods
primarily track the mix and volume of North American car
production, although higher sales of power outlets in both
periods reflect increased market penetration. The sales of
Northern Can Systems (NCS) were down 4% and 11% in the nine- and
three-month periods, respectively, as the unit continues to
suffer from the difficulties of the Mexican economy and an
inventory reduction program at a major customer. At the real
estate unit, revenues declined in both periods, primarily due to
a lower occupancy rate and lower parking revenues at its office
building in Clayton, Missouri.
OPERATING INCOME
Overall operating income declined 22% in the nine months of
1995 and improved 7% in the third quarter, when compared with the
same periods of 1994.
The Aerospace segment recorded a loss for the nine months of
1995, whereas the segment registered a small profit in the 1994
period. The segment recorded small losses in the third quarters
of both years. Gas Turbine registered losses in all four
periods, whereas ARC Propulsion and Kollsman were profitable in
all periods. For the nine months of 1995, Gas Turbine reported
larger losses than in the comparable 1994 period. Gas Turbine's
1994 year-to-date results included unusual charges of
approximately $6.0 million, and the 1995 year-to-date period
included a $7.3 million charge related to the downsizing of the
business and approximately $1.7 million of legal expenses related
to lawsuits involving the Pratt & Whitney division of United
Technologies Corporation. The latter is more fully discussed in
the Legal Proceedings section of this Form 10-Q filing. In the
third quarter of 1995, Gas Turbine's reported operating loss was
<PAGE>
OPERATING INCOME (con't)
16% greater than in the 1994 quarter. However, the 1994 period
included a $4.0 million benefit from the favorable settlement of
a legal judgment for which a provision had been previously
booked. Without this factor the third quarter 1995 loss would
have been significantly less than the third quarter 1994 loss.
In the third quarter of 1995 the Gas Turbine unit began to
realize the benefits of a cost reduction program implemented
earlier in the year. Nonetheless, the unit continues to confront
intense competitive pressures in all of its served markets.
At the ARC propulsion unit, profits were unfavorably affected
in both 1995 periods by lower sales and reduced gross margins on
military contract programs, as well as by losses on advanced
materials programs and higher cost for research and bid and
proposal. These factors were partially offset by lower
administrative costs. Kollsman's profits were up sharply in both
periods, primarily due to an improved sales mix, as more
profitable commercial business replaced lower margined electro-
optics sales, and to lower selling and administrative costs.
Operating income of the Machinery and Metal Coatings segment
increased 27% and 12% in the nine- and three-month periods,
respectively, with all units contributing to the improvement.
The metal coatings unit generated higher operating profit on
increased sales in both periods, although the advance was
moderated by costs associated with both the new Jackson plant and
the two facilities added in the EP&P acquisition. Year-to-date
profits in the can machinery operation were up sharply, primarily
driven by significant operating efficiencies implemented in 1994,
and by the benefits of increased production and higher sales.
These factors also produced modest improvement in the third
quarter. The auxiliary press equipment unit's loss narrowed in
the nine months, although the benefits of higher sales were
partially offset by sharply higher selling expenses (including
the cost of participating in a major European trade show during
the second quarter) and increased manufacturing, research and
development, and warranty expenses. For the third quarter,
increases in these same expense categories led to a loss on a par
with the 1994 third quarter. A full-year loss is anticipated for
this unit.
Operating income of the Specialty Chemicals segment declined
4% in the nine months of 1995 and increased 3% in the third
quarter. At the overseas unit, local currency profits declined
in the nine months, as lower sales and an inability to pass on to
customers the full effect of significant increases in raw
material costs were partially offset by reduced costs. In the
third quarter, local currency results were on a par with the
prior year, as cost reductions and operating efficiencies, as
well as moderating raw material prices, offset the impact of
<PAGE>
OPERATING INCOME (con't)
lower sales. In the third quarter, the small dollar-denominated
profit increase was due entirely to the favorable foreign
exchange rate movement. At the domestic unit, profits were down
for the nine months due entirely to poor first-half results.
Third-quarter profit improvements were due to improved sales
partially offset by slightly lower margins and increased selling
expenses. In the 1994 third quarter, the unit began to be
affected by an inability to fully recover raw material increases
in its selling prices.
Operating income in the Other products segment declined 16%
and 30% in the nine- and three-month periods, respectively. In
both periods the automotive products unit recorded lower profits
as a result of selected price declines and increased costs. The
Centor real estate unit recorded higher profits in both periods
due entirely to the favorable outcome of a real estate tax
appeal. The NCS unit recorded a small loss on lower sales in
both 1995 periods and a small profit in both 1994 periods. At
present, NCS operates close to its breakeven point, so that the
reduced sales levels of 1995 led to losses.
INTEREST EXPENSE
The decrease in interest expense of $4.8 million during the
1995 nine-month period and $1.9 million in the third quarter of
1995 was due to a decrease in average borrowings.
OTHER, NET
Other, net includes $2.1 million of dividend income on an
investment during both 1995 periods, gains on the sale of assets
of $6.7 million and $3.5 million, respectively, during the nine-
month and three-month periods of 1995 and a $2.7 million loss on
the sale of assets during both 1994 periods. Other, net also
includes $1.7 million and $1.8 million of charges for the
amortization of capitalized debt costs in the nine-month periods
of 1995 and 1994, respectively, and $0.5 million in the three-
month periods of 1995 and 1994. The Company recorded equity
losses in its non-consolidated airbag business of $1.6 million
and $2.5 million in the nine-month periods of 1995 and 1994,
respectively, and $0.8 million and $1.0 million in the three-
month periods of 1995 and 1994, respectively. The 1995 results
reflect the effect of start-up costs at a separate airbag unit in
Italy. During the nine-month period of 1994, Other, net includes
a $2.9 million mark-to-market loss on interest rate derivatives.
Other, net also includes discount expenses related to the sale of
accounts receivable of $0.6 million and $1.8 million for the
nine-month periods of 1995 and 1994, respectively, and $0.4
million and $0.5 million for the third quarter of 1995 and 1994,
respectively.
<PAGE>
INCOME TAX PROVISION
The Company revises its effective tax rate quarterly to
reflect the best current estimate of its annual effective tax
rate. The effective tax rates for the nine-month periods of
1995 and 1994 were based upon estimated annual pre-tax foreign
earnings and estimated annual pre-tax domestic losses adjusted
for goodwill amortization. The effective rates also reflect
the effect of a provision for state income and franchise taxes,
and the favorable tax treatment of earnings of the Company's
foreign sales corporation. Separate domestic and foreign
estimated annual effective tax rates were determined and
applied separately to actual domestic losses and actual foreign
earnings. The tax provision for the third quarters of 1995 and
1994 represent the difference between the year-to-date tax
(provision) benefits recorded as of September 30, 1995 and 1994
and the amounts reported for the six months of 1995 and 1994.
LIQUIDITY
In July 1995, the Company purchased two coil coating
operations from Enamel Products and Plating Co. (EP&P) for
$39.7 million. This transaction was primarily financed by the
sale of accounts receivable under the Company's Receivables
Purchase Agreement. In connection with the acquisition, the
Company entered into an operating lease with a financial
institution for the rental of a metal coating line located at
one of the EP&P facilities.
Management anticipates that cash flow from operations,
proceeds from the divestiture of assets, the $106.6 million of
credit available at November 8, 1995 under the revolving credit
agreement, the $25.0 million of available financing at November
8, 1995 under the Receivables Purchase Agreement, plus cash and
cash equivalents on hand at September 30, 1995 will be more
than sufficient to fund the Company's operations for the
foreseeable future.
BACKLOG
The businesses of Sequa for which backlogs are significant
are the Kollsman division, the Turbine Airfoils, Caval Tool and
Castings units of Gas Turbine, and the ARC Propulsion
operations of the Aerospace segment, and the Can Machinery, MEG
and Precoat Metals operations of the Machinery and Metal
Coatings segment. The aggregate dollar amount of backlog in
these segments at September 30, 1995 was $522.8 million ($448.3
million at December 31, 1994). There is no seasonal variation
in the Company's backlog.
<PAGE>
ENVIRONMENTAL MATTERS
The Company's environmental department, under senior
management direction, manages all activities related to the
Company's involvement in environmental clean-up. This
department establishes the projected range of expenditures for
individual sites with respect to which the Company may be
considered a potentially responsible party under applicable
federal or state law. These projected expenditures, which are
reviewed periodically, include: remedial investigation and
feasibility studies; outside legal, consulting and remediation
project management fees; the projected cost of remediation
activities; site closure and post-remediation monitoring costs.
The assessments take into account currently available facts,
existing technology, presently enacted laws, past expenditures,
and other potentially responsible parties and their probable
level of involvement. Outside technical, scientific and legal
consulting services are used to support management's
assessments of costs at significant individual sites.
It is the Company's policy to accrue environmental
remediation costs for identified sites when it is probable that
a liability has been incurred and the amount of loss can be
reasonably estimated. The potential exposure for such costs is
estimated to range from $21 million to $47 million. At
September 30, 1995, the Company's balance sheet includes
accruals for remediation costs of $44.4 million. These
accruals are at undiscounted amounts and are primarily included
in accrued expenses and other long-term liabilities. While the
possibility of recovery of some of the costs from insurance
companies exists, the Company does not recognize these
recoveries in its financial statements until they are realized.
Actual costs to be incurred at identified sites in future
periods may vary from the estimates, given inherent
uncertainties in evaluating environmental exposures.
With respect to all known environmental liabilities, it is
currently estimated that the Company will spend in the range of
$8 million to $12 million during each of the following several
years. Actual remedial expenditures for the first nine months
of 1995 were approximately $7.9 million.
<PAGE>
<PAGE>
<TABLE>
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Amounts in thousands)
ASSETS
<CAPTION>
(Unaudited)
September 30, December 31,
1995 1994
------------ -----------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 30,664 $ 18,655
Trade receivables (less allowances of
$12,757 and $12,448) 213,462 252,588
Unbilled receivables (less allowances
of $2,446 and $2,723) 35,473 35,688
Inventories 272,404 266,370
Other current assets 37,893 31,030
---------- ----------
Total current assets 589,896 604,331
---------- ----------
INVESTMENTS
Net assets of discontinued operations 145,219 154,395
Other investments 16,428 19,085
---------- ----------
161,647 173,480
---------- ----------
PROPERTY, PLANT AND EQUIPMENT, NET 514,698 524,150
---------- ----------
OTHER ASSETS
Excess of cost over net assets of
companies acquired 324,547 325,530
Deferred charges and other 18,578 20,757
---------- ----------
343,125 346,287
---------- ----------
TOTAL ASSETS $1,609,366 $1,648,248
========== ==========
<FN>
The accompanying notes are an integral part of the financial
statements.
</TABLE>
<PAGE>
<TABLE>
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Amounts in thousands, except share data)
LIABILITIES AND SHAREHOLDERS' EQUITY
<CAPTION>
(Unaudited)
September 30, December 31,
1995 1994
---------- -----------
<S> <C> <C>
CURRENT LIABILITIES
Current maturities of long-term debt $ 16,111 $ 15,231
Accounts payable 109,993 118,429
Taxes on income 24,354 21,128
Accrued expenses 184,303 166,558
---------- ----------
Total current liabilities 334,761 321,346
---------- ----------
LONG-TERM DEBT, NET OF
CURRENT MATURITIES 563,844 586,574
---------- ----------
DEFERRED TAXES AND OTHER LONG-TERM
LIABILITIES
Deferred taxes on income 2,479 9,494
Other long-term liabilities 144,700 164,343
---------- ----------
147,179 173,837
---------- ----------
SHAREHOLDERS' EQUITY
Preferred stock--$1 par value,
1,825,000 shares authorized,
797,000 shares of $5 cumulative
convertible stock issued in 1995
and 1994 (involuntary
liquidation value--$26,359 at
September 30, 1995) 797 797
Class A common stock--no par value,
25,000,000 shares authorized,
7,188,000 shares issued in 1995
and 1994 stated at 7,188 7,188
Class B common stock--no par value,
5,000,000 shares authorized,
3,727,000 shares issued in 1995
and 1994 stated at 3,727 3,727
Capital in excess of par value 287,204 287,204
Cumulative translation adjustment 3,404 (1,899)
Retained earnings 346,271 354,676
---------- ----------
648,591 651,693
Less: Cost of treasury stock (85,009) (85,202)
---------- ----------
Total shareholders' equity 563,582 566,491
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $1,609,366 $1,648,248
========== ==========
<FN>
The accompanying notes are an integral part of the financial
statements.
/TABLE
<PAGE>
<PAGE>
<TABLE>
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Year Ended December 31, 1994 and period ended September 30, 1995
(Amounts in thousands, except per share data)
<CAPTION>
Class A Class B Capital in Cum.
Preferred Common Common Excess of Trans. Retained Treasury
Stock Stock Stock Par Value Adj. Earnings Stock
----- ------- ------- ---------- ------ -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1993 $ 797 $7,054 $3,861 $295,841 $(16,771) $383,617 $(98,615)
Net Loss - - - - - (25,778) -
Issuance and amortization
of restricted stock grant - - - (1,313) - - 1,366
Treasury stock contributed
to pension plan - - - (7,324) - - 12,047
Exchange of common stock - 134 (134) - - - -
Foreign currency translation
adjustment - - - - 12,897 - -
Sale of foreign subsidiary - - - - 1,975 - -
Cash dividends:
Preferred - $5.00 per share - - - - - (3,163) -
------ ------ ------ -------- -------- -------- ---------
Balance at December 31, 1994 $ 797 $7,188 $3,727 $287,204 $ (1,899) $354,676 $ (85,202)
------ ------ ------ -------- -------- -------- ---------
Net Loss - - - - - (6,032) -
Amortization of restricted
stock grant - - - - - - 193
Foreign currency translation
adjustment - - - - 5,977 - -
Sale of foreign subsidiary - - - - (674) - -
Cash dividends:
Preferred - $3.75 per share - - - - - (2,373) -
------ ------ ------ -------- -------- -------- ---------
Balance at September 30, 1995 $ 797 $7,188 $3,727 $ 287,204 $ 3,404 $346,271 $ (85,009)
====== ====== ====== ========= ======== ======== =========
</TABLE>
<PAGE>
<TABLE>
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
<CAPTION>
For the Nine Months
Ended September 30,
-------------------
1995 1994
---- ----
<S> <C> <C>
Cash flows from operating activities:
Loss before income taxes $ (1,532) $ (14,846)
Adjustments to reconcile loss to net cash
provided by operating activities:
Depreciation and amortization 73,390 75,888
Provision for losses on receivables 2,327 1,595
Other items not requiring (providing) cash (5,103) 2,220
Changes in operating assets and liabilities,
net of businesses sold and purchased:
Receivables 10,793 32,849
Inventories (12,198) (24,629)
Other current assets (6,404) 23,038
Accounts payable and accrued expenses 11,184 (22,376)
Other long-term liabilities (9,122) (3,875)
-------- --------
Net cash provided by continuing operations
before income taxes 63,335 69,864
Net cash provided by discontinued
operations before income taxes 5,277 29,612
Income taxes paid, net (7,935) (9,759)
-------- --------
Net cash provided by operating activities 60,677 89,717
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Business purchased (39,655) -
Businesses sold 7,222 57,248
Purchase of minority interest in subsidiary - (16,701)
Purchase of property, plant and equipment (42,410) (45,124)
Sale of property, plant and equipment 8,585 7,909
Other investing activities 1,268 (7,418)
-------- --------
Net cash used for investing
activities (64,990) (4,086)
-------- --------
Cash flows from financing activities:
Proceeds from issuance of debt 2,617 1,206
Payments of debt (7,789) (2,671)
Early retirement of debt - (34,839)
Dividends paid (2,373) -
Proceeds from sale of accounts receivable 25,000 -
Repurchase of accounts receivable sold - (45,000)
-------- --------
Net cash provided by (used for) financing
activities 17,455 (81,304)
-------- --------
Effect of exchange rate changes on cash
and cash equivalents (1,133) 623
-------- --------
Net increase in cash and cash equivalents 12,009 4,950
Cash and cash equivalents at beginning of period 18,655 24,780
-------- --------
Cash and cash equivalents at end of period $ 30,664 $ 29,730
======== ========
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
SEQUA CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The consolidated financial statements of Sequa Corporation
(the "Company") include the accounts of all majority-owned
subsidiaries including those of Sequa Receivables Corp. ("SRC"),
a special purpose corporation formed for the sale of eligible
receivables. Under the terms of the receivables purchase
agreement, SRC's assets will be available to satisfy its
obligations to its creditors, which have security interests in
certain of SRC's assets, prior to any distribution to the
Company.
The consolidated financial statements included herein have
been prepared by the Company, without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission.
In the opinion of management, the accompanying unaudited
consolidated financial statements contain all adjustments
necessary to fairly present the Company's results for the interim
periods presented. The Consolidated Statement of Income for the
nine months ended September 30, 1994 includes a $6.0 million
accrual for the unexpected loss of a lawsuit, a $4.0 million
credit to income in the third quarter for the favorable
negotiated settlement of the same lawsuit, a $3.9 million charge
to correct an accounting irregularity, a $2.9 million charge to
mark to market the carrying value of interest-rate derivatives
and a $1.1 million after-tax extraordinary loss related to the
early redemption of the Company's 10 1/2% senior subordinated
notes. All other adjustments in the September 30, 1994 interim
period consisted of normal recurring items. With the exception
of a $7.3 million charge recorded by Gas Turbine during the
second quarter of 1995 for severance and plant closings, all
adjustments to the September 30, 1995 interim period consisted of
normal recurring items. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles, have
been condensed or omitted pursuant to such rules and regulations,
although the Company believes that the disclosures are adequate
to make the information presented not misleading. It is
suggested that these condensed consolidated financial statements
be read in conjunction with the financial statements and notes
thereto included in the Company's latest Annual Report on Form
10-K. The results of operations for the nine months ended
September 30, 1995 are not necessarily indicative of the results
to be expected for the full year.
<PAGE>
<TABLE>
NOTE 2 - INVENTORIES
The inventory amounts at September 30, 1995 and December 31,
1994 were as follows:
<CAPTION>
(Thousands of Dollars)
(Unaudited)
September 30, 1995 December 31, 1994
------------------ -----------------
<S> <C> <C>
Finished Goods $ 76,813 $ 68,965
Work in process 86,658 64,312
Raw materials 115,868 130,596
Long-term contract costs 12,546 7,728
Progress payments (19,481) (5,231)
-------- --------
$272,404 $266,370
======== ========
</TABLE>
NOTE 3 - DISCONTINUED OPERATIONS
Net assets of discontinued operations approximate net
realizable value and have been classified as non-current. A
summary of the net assets of discontinued operations is as
follows:
<TABLE>
<CAPTION>
(Amounts in thousands)
(Unaudited)
September 30, December 31,
1995 1994
-------- --------
<S> <C> <C>
Receivables, net $ 6,628 $ 6,774
Inventories 6,995 9,788
Investment in leveraged leases and
other investments 160,997 163,857
Property, plant, and equipment 2,886 3,515
Other assets 10,958 10,861
-------- --------
Total assets 188,464 194,795
-------- --------
Accounts payable 3,093 2,550
Accrued expenses 9,684 9,652
Debt 28,743 27,028
Other long-term liabilities 1,725 1,170
-------- --------
Total liabilities 43,245 40,400
-------- --------
Net assets of discontinued
operations $145,219 $154,395
======== ========
</TABLE>
Debt of discontinued operations represents the principal
amount of the proceeds received from the non-recourse
securitization of Sequa Capital's leveraged lease portfolio in
1994. The leveraged lease cash flow stream services the payment
of interest and principal until the loan is paid off. To the
extent that the leveraged lease cash flow stream during the next
<PAGE>
NOTE 3 - DISCONTINUED OPERATIONS (con't)
several years is less than the amount necessary to service the
debt, the principal amount of the loan will increase. Subsequent
to the payment of the secured indebtedness, the remaining
investment in leveraged leases will be liquidated over time as
rentals are received and residual values are realized. Disposal
activities are ongoing for other discontinued assets.
NOTE 4 - INCOME (LOSS) PER SHARE
Primary earnings (losses) per common share in 1995 and 1994
were computed by dividing net income (losses), after deducting
dividend requirements on cumulative convertible preferred stock,
by the weighted average number of shares of common stock
outstanding during the periods. These computations were based on
9,867,000 shares for the nine and three month periods in 1995 and
9,677,000 and 9,720,000 shares for the nine and three month
periods in 1994.
Fully diluted losses per common share calculations for the
assumed conversion of the cumulative convertible preferred stock
were anti-dilutive in both the nine-month and three-month periods
of 1995 and 1994.
<TABLE>
NOTE 5 - SUPPLEMENTAL CASH FLOW INFORMATION
<CAPTION>
(Amounts in thousands)
(Unaudited)
Nine Months Ended September 30,
-------------------------------
1995 1994
---- ----
<S> <C> <C>
Net cash provided by
discontinued operations:
Changes in working capital 3,259 (6,348)
Increase in debt 1,715 24,657
Principal repayments on leasing assets 2,776 6,524
Sale of leasing assets 546 7,097
Other changes in net assets (3,019) (2,318)
-------- --------
$ 5,277 $ 29,612
======== ========
</TABLE>
Other supplemental Cash Flow information:
Interest paid during the nine months ended September 30,
1995 and 1994 was $26.4 million and $31.6 million, respectively.
<PAGE>
<PAGE>
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
Sequa is involved in a number of claims, lawsuits and
proceedings (environmental and otherwise) which arose in the
ordinary course of business. Other litigation is pending against
Sequa involving allegations that are not routine and include, in
certain cases, compensatory and punitive damage claims. Included
in this other class of litigation is an arbitration proceeding
that was formally commenced in 1992 to resolve a dispute between
the Egyptian Air Force and Chromalloy Gas Turbine. In 1994, the
arbitral tribunal issued an award of $16.3 million plus interest
in favor of Chromalloy Gas Turbine. At September 30, 1995, the
Company's Consolidated Balance Sheet includes net assets of
approximately $17.5 million related to this issue. Chromalloy
has filed a petition in the US District Court for the District of
Columbia to confirm and enforce the award, and the Egyptian Air
Force has filed a challenge to this award in the Court of Appeal
of Cairo.
On July 11, 1995, United Technologies Corporation, through
its Pratt & Whitney division, commenced an action against Sequa's
subsidiary, Chromalloy Gas Turbine Corporation, in the United
States District Court for the District of Delaware. The
complaint seeks unspecified monetary damages (including treble
and punitive damages with respect to certain claims) and
injunctive relief based upon alleged breaches of certain license
agreements, alleged infringement of patents and misuse of other
Pratt & Whitney intellectual and intangible property. This
lawsuit is in its preliminary stage and, accordingly, management
cannot make an evaluation of the likely outcome at this time.
Management intends to vigorously defend all claims, which it
regards as substantially lacking in merit. In this connection,
on August 30, 1995, Chromalloy Gas Turbine Corporation filed its
answer denying the material allegations in such complaint, and
included numerous affirmative defenses and counterclaim against
United Technologies Corporation.
On August 29, 1995, Chromalloy Gas Turbine Corporation
commenced an action against United Technologies Corporation in
the District Court, 131st Judicial District, of Bexar County,
Texas. This is a suit to recover monetary damages (including
treble and punitive damages) and for injunctive relief based upon
Chromalloy's claims that United Technologies Corporation has
violated the Texas Free Enterprise and Antitrust Act, and engaged
in unfair competition and tortiously interfered with our business
relations.
The ultimate legal and financial liability of the Company in
respect to all claims, lawsuits and proceedings referred to above
cannot be estimated with any certainty. However, in the opinion
<PAGE>
ITEM 1 - LEGAL PROCEEDINGS (con't)
of management, based on its examination of such matters, its
experience to date and discussions with counsel, the ultimate
outcome of these contingencies, net of liabilities already
accrued in the Company's Consolidated Balance Sheet, is not
expected to have a material adverse effect on the Company's
Consolidated financial position, although the resolution in any
reporting period of one or more matters could have a significant
impact on the Company's results of operations for that period.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(A) Exhibits
11.1 Computation of earnings per share, filed
herewith.
27.1 Financial Data Schedule, filed herewith.
(B) Reports on Form 8-K
No report on Form 8-K was filed during the
three-month period ended September 30, 1995.
<PAGE>
<PAGE>
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.
SEQUA CORPORATION
BY:/S/ WILLIAM P. KSIAZEK
-----------------------------
William P. Ksiazek
Vice President and Controller
November 14, 1995
<PAGE>
<TABLE>
EXHIBIT 11
SEQUA CORPORATION
CALCULATION OF PRIMARY AND FULLY DILUTED LOSSES PER SHARE
---------------------------------------------------------
<CAPTION>
(Unaudited)
For the Nine Months
Ended September 30,
--------------------
1995 1994
---- ----
<S> <C> <C>
PRIMARY
Losses
Loss before extraordinary loss $ (6,032) $(12,196)
Preferred stock dividend requirements (2,373) (2,373)
-------- --------
Loss applicable to common
shareholders before extraordinary loss (8,405) (14,569)
Extraordinary loss on early retirement of
debt - (1,083)
-------- --------
Net loss applicable to common
shareholders $ (8,405) $(15,652)
======== ========
Shares
Common and common equivalent shares 9,867 9,677
======== ========
Primary loss per common share
Loss before extraordinary loss $ (.85) $ (1.51)
Extraordinary loss on early retirement of
debt - (.11)
------- --------
Net loss $ (.85) $ (1.62)
======= ========
*FULLY DILUTED
Losses
Loss before extraordinary loss $ (6,032) $(12,196)
Extraordinary loss on early retirement of
debt - (1,083)
--------- --------
Net loss $ (6,032) $(13,279)
======== ========
Shares
Common and common equivalent shares 10,705 10,515
======== ========
Fully diluted loss per common share
Loss before extraordinary loss $ (.56) $ (1.16)
Extraordinary loss on early retirement
of debt - (.10)
-------- --------
Net loss $ (.56) $ (1.26)
======== ========
SHARES
Weighted average common shares outstanding 9,867 9,677
Preferred stock assumed to be converted 838 838
-------- --------
Common and common equivalent shares 10,705 10,515
======== ========
<FN>
* The 1995 and 1994 fully diluted losses per share calculations are
anti-dilutive; therefore, fully diluted losses per share have not
been presented in the Consolidated Statement of Income.
</TABLE>
<PAGE>
<PAGE>
<TABLE>
EXHIBIT 11
SEQUA CORPORATION
CALCULATION OF PRIMARY AND FULLY DILUTED EARNINGS (LOSSES)
PER SHARE
<CAPTION>
(Unaudited)
For the Three Months
Ended September 30,
--------------------
1995 1994
---- ----
<S> <C> <C>
PRIMARY
Earnings (loss)
Net income (loss) $ 1,930 $( 8,387)
Preferred stock dividend requirements (791) (791)
-------- --------
Net income (loss) applicable to common
stockholders $ 1,139 $ (9,178)
======== ========
Shares
Common and common equivalent shares 9,867 9,720
======== ========
Primary net income (loss) per common share $ .12 $ (.94)
======== ========
*FULLY DILUTED
Earnings (loss)
Net income (loss) $ 1,930 $ (8,387)
======== ========
Shares
Common and common equivalent shares 10,705 10,558
======== ========
Fully diluted net income (loss) per
common share $ .18 $ (.79)
======== ========
SHARES
Weighted average common shares outstanding 9,867 9,720
Preferred stock assumed to be converted 838 838
-------- --------
Common and common equivalent shares 10,705 10,558
======== ========
<FN>
* The 1995 and 1994 fully diluted earnings (losses) per share
calculations are anti-dilutive; therefore, fully diluted
earnings (losses) per share have not been presented in the
Consolidated Statement of Income.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 30,664
<SECURITIES> 0
<RECEIVABLES> 264,138
<ALLOWANCES> 15,203
<INVENTORY> 272,404
<CURRENT-ASSETS> 589,896
<PP&E> 1,086,592
<DEPRECIATION> 571,894
<TOTAL-ASSETS> 1,609,366
<CURRENT-LIABILITIES> 334,761
<BONDS> 563,844
<COMMON> 10,915
0
797
<OTHER-SE> 551,870
<TOTAL-LIABILITY-AND-EQUITY> 1,609,366
<SALES> 1,038,085
<TOTAL-REVENUES> 1,038,085
<CGS> 838,555
<TOTAL-COSTS> 1,006,570
<OTHER-EXPENSES> (6,823)
<LOSS-PROVISION> 2,327
<INTEREST-EXPENSE> 39,870
<INCOME-PRETAX> (1,532)
<INCOME-TAX> 4,500
<INCOME-CONTINUING> (6,032)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (6,032)
<EPS-PRIMARY> (0.85)
<EPS-DILUTED> (0.56)
</TABLE>
