<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, 1996
---------------------------------
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 1, 1996
----- -------------------------------
Class A Common Stock, no par value 6,568,941
Class B Common Stock, no par value 3,330,780
<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,
------------------- --------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
SALES $1,078,285 $1,038,085 $367,723 $353,288
---------- ---------- -------- --------
COSTS AND EXPENSES
Cost of sales 870,171 838,555 297,734 288,328
Selling, general and
administrative 177,789 168,015 62,807 51,332
---------- ---------- -------- --------
1,047,960 1,006,570 360,541 339,660
---------- ---------- -------- --------
OPERATING INCOME 30,325 31,515 7,182 13,628
OTHER INCOME (EXPENSE)
Interest expense (39,305) (39,870) (12,922) (13,221)
Interest income 3,130 3,113 1,173 1,486
Other, net 10,161 3,710 7,716 3,437
---------- ---------- -------- --------
INCOME (LOSS) BEFORE INCOME TAXES 4,311 (1,532) 3,149 5,330
Income tax provision (6,600) (4,500) (300) (3,400)
---------- ---------- -------- --------
INCOME (LOSS) BEFORE EXTRAORDINARY
ITEM (2,289) (6,032) 2,849 1,930
Extraordinary loss on early
retirement of debt, net of
applicable income taxes (369) - (369) -
---------- ---------- -------- --------
NET INCOME (LOSS) (2,658) (6,032) 2,480 1,930
Preferred dividend requirements (2,346) (2,373) (763) (791)
---------- ---------- -------- --------
NET INCOME (LOSS) APPLICABLE TO
COMMON STOCK $ (5,004) $ (8,405) $ 1,717 $ 1,139
========== ========== ======== ========
EARNINGS (LOSS) PER SHARE
Income (loss) before extraordinary
item $ (.47) $ (.85) $ .21 $ .12
Extraordinary loss on early
retirement of debt (.04) - (.04) -
--------- --------- -------- --------
Net income (loss) $ (.51) $ (.85) $ .17 $ .12
========= ========= ======== ========
DIVIDENDS DECLARED PER SHARE
Preferred $ 3.75 $ 3.75 $ 1.25 $ 1.25
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
<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
---------------- ----------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Aerospace $ 581.8 $ 589.8 $ (3.6) $ (7.3)
Machinery & Metal Coatings 259.7 214.0 19.9 24.5
Specialty Chemicals 166.1 180.8 27.6 29.5
Other Products 70.7 53.5 8.2 5.7
Corporate - - (21.8) (20.9)
-------- -------- ------ -----
TOTAL $1,078.3 $1,038.1 $ 30.3 $ 31.5
======== ======== ====== ======
</TABLE>
<TABLE>
<CAPTION>
Operating
Sales Income (Loss)
Third Quarter Third Quarter
-------------- ---------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Aerospace $198.2 $192.4 $ (4.8) $ (0.4)
Machinery & Metal Coatings 93.5 84.4 8.3 9.1
Specialty Chemicals 52.4 60.0 8.3 10.4
Other Products 23.6 16.5 2.6 1.5
Corporate - - (7.2) (7.0)
----- ----- ------ ------
TOTAL $367.7 $353.3 $ 7.2 $ 13.6
====== ====== ====== ======
</TABLE>
<PAGE>
<PAGE>
Sales
- -----
Overall sales increased 4% for both the nine-month and three-
month periods. After excluding the sales generated by units
divested in 1995, sales increased 13% for the nine months and 10%
for the three months of 1996. For each period, approximately 20%
of the proforma increase was attributable to sales generated by
metal coatings and automotive products units acquired in the
second half of 1995.
Sales of the Aerospace segment declined 1% for the nine
months, and advanced 3% for the third quarter. After excluding
from 1995 the sales of Kollsman, which was sold in December 1995,
segment sales increased 14% for both 1996 periods, with the two
remaining units contributing to the increases. At the Gas
Turbine unit, both repair revenues and OEM sales advanced. Sales
of Gas Turbine locations primarily engaged in jet engine
component repair advanced 14% in the nine months and 15% in the
third quarter, with strong demand from both commercial and
military customers. Similarly, sales to the original equipment
makers rose 13% in the nine months and 22% in the third quarter.
The favorable trend in repair volume continued in October. ARC
propulsion sales increased in both periods, as advances in air
bag component sales, revenues from two new military programs, and
increased sales of a small liquid rocket motor more than offset
reduced sales of Trident D-5 and ATACM motors.
Sales of the Machinery and Metal Coatings segment increased
21% for the nine months and 11% for the third quarter of 1996,
with all units ahead in both periods. Sales of the metal
coatings division advanced in both periods, primarily through the
addition of three coil coating lines acquired in the third
quarter of 1995. Although demand from the building products
market has been strong in 1996, the unit continues to be
unfavorably affected by the late-1995 decision of a major
container customer to bring a large portion of its metal coating
work in house. Can machinery sales were solidly ahead in both
periods. For the nine months, continued strong demand for can
decorating equipment and six-to-eight color upgrade kits and
favorable market response to a recently introduced line of
bodymakers fueled the increase. In the third quarter, the
increase was primarily driven by increased sales of bodymakers,
six-to-eight color decorators, and spare parts. Fourth quarter
sales are expected to continue to be strong, although comparison
with the same period of 1995 is likely to be unfavorable, since
shipments were unusually heavy in late 1995. Total 1996 sales
for this unit, are currently expected to be 20-25% ahead of 1995.
Sales of auxiliary press equipment increased in both periods, as
solid improvements in sales of flying pasters more than offset
reduced sales of dryers and other equipment.
<PAGE>
Sales (con't)
- -----
Sales of the Specialty Chemicals segment declined 8% for the
nine months and 13% for the third quarter. For the nine months,
a decline at the overseas unit was partially offset by a small
increase at the domestic operation. In the third quarter, both
units reported lower sales. The year-to-date decline at the
overseas unit primarily reflects three factors: the mid-1995
disposition of a manufacturing facility; lower sales of TAED
products; and reduced sales at the chemical distribution units,
while the third quarter decline primarily reflects the latter
factors. This sales pattern is anticipated to continue through
at least the fourth quarter of 1996. At the domestic unit, the
year-to-date sales increase reflects improvement in specialty
polymers, partially offset by small declines in textile and
graphic chemicals and by lower export sales. The decline in the
third quarter sales reflects reductions in textile chemicals and
specialty polymers, as well as lower sales to the export market,
partially offset by improved paper chemical sales.
Sales of the Other Products segment increased 32% in the nine
months and 44% in the third quarter. After excluding the sales
contributed by the Italian automobile cigarette lighter line
acquired in December 1995, sales advanced approximately 20% in
the nine months and 30% in the third quarter of 1996. For both
periods, the automotive products unit and the can lid unit
recorded strong increases, while revenues from the real estate
unit were down. The automotive products unit benefitted from the
addition of the Italian lighter line, increases in its
electronics products area, and higher domestic power outlet,
lighter and aftermarket sales. Sales of the can lid unit
increased sharply in both periods, as export sales more than
tripled from 1995 levels, and domestic sales advanced sharply.
Can lid sales are expected to continue to show strong growth in
the fourth quarter. The real estate unit recorded lower revenues
in both periods primarily due to the July 1996 sale of its
largest property, an office building in Clayton, Missouri.
Operating Income
- ----------------
Operating income declined 4% in the nine months of 1996 and
47% in the third quarter. The declines were due to two factors:
the high level of expense related to the Company's litigation
with the Pratt & Whitney unit of United Technologies (UTC) (See
Part II, Item 1 - Legal Proceedings, for further details); and
the absence of profits of the Kollsman unit, which was divested
in December 1995.
<PAGE>
Operating Income (con't)
- ----------------
The Aerospace segment registered small losses in both 1996
periods. Operating results for this segment were dramatically
influenced by two significant events: litigation with UTC, and
the December 1995 disposition of the Kollsman unit. Expenses
related to the UTC litigation amounted to approximately $26.7
million in the nine months and $13.0 million in the third quarter
of 1996, up from expenses of approximately $1.7 million in each
of the comparable 1995 periods. Kollsman generated $11.4 million
of operating income in the nine months and $4.2 million in the
third quarter of 1995. Lastly, the 1995 nine-month period
included a $7.3 million downsizing charge recorded by Chromalloy
Gas Turbine. On an operating basis - - after excluding the
effect of litigation expense and the downsizing charge from the
appropriate periods, Chromalloy's repair units recorded
significant improvement in profitability and the OEM units
incurred reduced losses in both 1996 periods. The second
business unit in the Aerospace segment, ARC Propulsion,
registered solid advances in operating income in both periods.
These improvements reflect the benefits of increased sales and
lower bid and proposal costs.
Operating income in the Machinery and Metal Coatings segment
declined 19% in the nine months and 8% in the third quarter of
1996. The can machinery unit was ahead for both periods while
the metal coatings unit declined. The auxiliary press equipment
unit operated at a loss for both periods. For both periods,
results of the metal coatings unit reflect lower average coating
line utilization, increased costs related to the recently
acquired facilities, and lower container sales. The can
machinery unit recorded profit advances in both periods,
primarily related to higher sales. At the overseas auxiliary
press equipment unit, losses were higher for the nine months, as
the benefits of higher sales were offset by lower pricing, higher
warranty costs and severance provisions, and the write-off of the
remaining goodwill related to this unit. In the third quarter,
this operation benefitted from higher sales and improved
operating efficiencies. These benefits were offset by the
goodwill write-off, and higher warranty and bad debt expenses.
For the full year, a loss is anticipated for this unit.
Operating income in the Specialty Chemicals segment declined
6% for the nine months and 20% for the third quarter. Profits at
the overseas unit were down in both periods, while the domestic
unit posted improvements in both periods. Results of the
overseas unit were unfavorably affected by lower sales of TAED,
<PAGE>
Operating Income (con't)
- ----------------
reduced margins and weaker profits at the chemical distribution
units. The year to date comparison was also affected by the
absence of profits from the unit divested in mid-1995. At the
domestic unit, profit advances in both 1996 periods primarily
reflect a favorable sales mix shift and improved margins. The
nine-month results also benefitted from the favorable settlement
of a lawsuit.
Operating income in the Other Products segment increased for
both periods, as improvements at the automotive products and can
lid operations more than offset declines at the real estate unit.
Improvements at the automotive products unit reflect increased
domestic sales and the late-1995 addition of the Italian lighter
manufacturing line. The can lid unit recorded profits in both
1996 periods and losses in both 1995 periods. The improvements
were primarily attributable to sharply higher sales levels, a
trend that is expected to continue in the fourth quarter of 1996.
Profits of the real estate operation declined in both periods
primarily due to lower revenues.
Other, Net
- ----------
The increase in Other, net in both 1996 periods is primarily
attributable to the $8.7 million gain recorded in the third
quarter of 1996 on the sale of the Company's office building in
Clayton, Missouri. See Note 2 to the Consolidated Financial
Statements for details of the income and expense items included
in Other, net.
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 1996
and 1995 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, the
favorable tax treatment of earnings of the Company's foreign
sales corporation and the establishment of a valuation allowance
to reduce the tax benefit for losses of the Company's French
subsidiaries. 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 1996 and 1995 represent the
difference between the year-to-date tax provisions recorded as of
September 30, 1996 and 1995 and the amounts reported for the six
month periods of 1996 and 1995.
<PAGE>
Liquidity
- ---------
During the first quarter of 1996, the Company extended its
revolving credit agreement (the "revolver") one year to March 31,
1998. Under the terms of the amended revolver, the maximum
amount of credit available under the facility was reduced from
$150.0 million to $125.0 million at the Company's request and the
facility fee was reduced from an annual rate of 0.5% to 0.375% of
the maximum amount available under the credit line. Management
anticipates that cash flow from operations, proceeds from the
divestiture of assets, the $107.2 million of credit available at
October 23, 1996 under the revolving credit agreement, the $45.0
million of available financing under the Receivables Purchase
Agreement, plus the $88.1 million of cash and cash equivalents on
hand at September 30, 1996 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 Turbine Airfoils, Caval Tool and Castings units of Gas
Turbine, and the ARC Propulsion operations of the Aerospace
segment, and the Can Machinery and MEG operations of the
Machinery and Metal Coatings segment. The aggregate dollar
amount of backlog in these segments at September 30, 1996 was
$370.7 million ($330.4 million at December 31, 1995). There is
no seasonal variation in the Company's backlog.
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.
<PAGE>
Environmental Matters (con't)
- ---------------------
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 $15 million to $43 million. At September
30, 1996, the Company's balance sheet includes accruals for
remediation costs of $36.1 million. These accruals are at
undiscounted amounts and are primarily included in accrued
expenses and other noncurrent 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
$6 million to $10 million during each of the following several
years. Actual remedial expenditures for the first nine months of
1996 were approximately $8.5 million.
<PAGE>
<PAGE>
<TABLE>
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Amounts in thousands)
ASSETS
<CAPTION>
(Unaudited)
September 30, December 31,
1996 1995
------------ -----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 88,059 $ 62,667
Trade receivables (less allowances
of $12,046 and $12,045) 252,258 255,342
Unbilled receivables (less
allowances of $2,394 and $1,616) 19,493 23,602
Inventories 223,603 242,126
Other current assets 20,646 37,476
---------- ----------
Total current assets 604,059 621,213
---------- ----------
INVESTMENTS
Net assets of discontinued operations 138,283 144,891
Other investments 17,189 15,891
---------- ----------
155,472 160,782
---------- ----------
PROPERTY, PLANT AND EQUIPMENT, NET 459,003 496,588
---------- ----------
OTHER ASSETS
Excess of cost over net assets of
companies acquired 310,714 320,214
Deferred charges and other 21,047 23,181
---------- ----------
331,761 343,395
---------- ----------
TOTAL ASSETS $1,550,295 $1,621,978
========== ==========
<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,
1996 1995
---------- -----------
<S> <C> <C>
CURRENT LIABILITIES
Current maturities of long-term debt $ 2,743 $ 16,316
Accounts payable 102,467 123,529
Taxes on income 37,176 38,422
Accrued expenses 177,271 146,388
---------- ----------
Total current liabilities 319,657 324,655
---------- ----------
NONCURRENT LIABILITIES
Long-term debt 535,049 563,245
Deferred taxes on income 3,285 3,521
Other noncurrent liabilities 123,523 153,962
---------- ----------
661,857 720,728
---------- ----------
SHAREHOLDERS' EQUITY
Preferred stock--$1 par value,
1,825,000 shares authorized,
797,000 shares of $5 cumulative
convertible stock issued in 1996
and 1995 (involuntary
liquidation value--$25,393 at
September 30, 1996) 797 797
Class A common stock--no par value,
25,000,000 shares authorized,
7,188,000 shares issued in 1996
and 1995 stated at 7,188 7,188
Class B common stock--no par value,
5,000,000 shares authorized,
3,727,000 shares issued in 1996
and 1995 stated at 3,727 3,727
Capital in excess of par value 286,430 287,204
Cumulative translation adjustment 120 2,333
Retained earnings 355,286 360,290
---------- ----------
653,548 661,539
Less: Cost of treasury stock 84,767 84,944
---------- ----------
Total shareholders' equity 568,781 576,595
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $1,550,295 $1,621,978
========== ===========
<FN>
The accompanying notes are an integral part of the financial
statements.
</TABLE>
<PAGE>
<TABLE>
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
YEAR ENDED DECEMBER 31, 1995 AND PERIOD ENDED SEPTEMBER 30, 1996
(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, 1994 $ 797 $7,188 $3,727 $287,204 $ (1,899) $354,676 $ (85,202)
Net income - - - - - 8,779 -
Amortization of restricted
stock grant - - - - - - 258
Foreign currency translation
adjustment - - - - 4,906 - -
Sale of foreign subsidiary - - - - (674) - -
Cash dividends:
Preferred - $5.00 per share - - - - - (3,165) -
------ ------ ------ -------- -------- -------- ---------
Balance at December 31, 1995 $ 797 $7,188 $3,727 $287,204 $ 2,333 $360,290 $ (84,944)
Net Loss - - - - - (2,658) -
Purchase treasury stock - - - - - - (1,680)
Stock grants forfeited - - - 307 - - (401)
Stock options exercised - - - (1,081) - - 2,084
Amortization of restricted
stock grant - - - - - - 174
Foreign currency translation
adjustment - - - - (2,213) - -
Cash dividends:
Preferred - $3.75 per share - - - - - (2,346) -
------ ------ ------ -------- -------- -------- ---------
Balance at September 30, 1996 $ 797 $7,188 $3,727 $286,430 $ 120 $355,286 $ (84,767)
====== ====== ====== ======== ======== ======== =========
<FN>
The accompanying notes are an integral part of the financial statements
</TABLE>
<PAGE>
<TABLE>
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
<CAPTION>
For the Nine Months
Ended September 30,
-------------------
1996 1995
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income (loss) before income taxes $ 4,311 $ (1,532)
Adjustments to reconcile income (loss) to net
cash provided by operating activities:
Depreciation and amortization 68,858 73,390
Gain on sale of assets, net (9,024) (6,660)
Provision for losses on receivables 2,914 2,327
Equity in (income) losses of unconsolidated
joint ventures (2,168) 1,364
Other items not requiring cash 78 193
Changes in operating assets and liabilities,
net of businesses sold and purchased:
Receivables 2,282 10,793
Inventories 17,211 (12,198)
Other current assets 15,862 (6,404)
Accounts payable and accrued expenses 11,518 11,184
Other noncurrent liabilities (20,102) (9,122)
-------- --------
Net cash provided by continuing operations
before income taxes 91,740 63,335
Net cash provided by discontinued
operations before income taxes 4,108 5,277
Income taxes paid, net (8,475) (7,935)
-------- --------
Net cash provided by operating activities 87,373 60,677
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, plant and equipment (34,726) (42,410)
Businesses purchased - (39,655)
Business sold - 7,222
Sale of property, plant and equipment 14,231 8,585
Other investing activities 1,887 1,268
-------- --------
Net cash used for investing activities (18,608) (64,990)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt 629 2,617
Payments of debt (15,766) (7,789)
Early retirement of debt (26,048) -
Dividends paid (2,346) (2,373)
Purchase of treasury stock (1,680) -
Proceeds from sale of accounts receivable - 25,000
Proceeds from exercise of stock options 1,003 -
-------- --------
Net cash (used for) provided by financing activities (44,208) 17,455
-------- --------
Effect of exchange rate changes on cash
and cash equivalents 835 (1,133)
-------- --------
Net increase in cash and cash equivalents 25,392 12,009
Cash and cash equivalents at beginning of period 62,667 18,655
-------- --------
Cash and cash equivalents at end of period $ 88,059 $ 30,664
======== ========
<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. At September 30, 1996 and December 31, 1995, SRC had no
obligations outstanding to its creditors. All material accounts
and transactions between the Company's consolidated subsidiaries
have been eliminated in consolidation.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
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. Except for a $7.3 million charge recorded by
Chromalloy Gas Turbine during the second quarter of 1995 for
severance and plant closings, such adjustments 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, 1996 are not necessarily indicative of the results
to be expected for the full year.
<PAGE>
<PAGE>
<TABLE>
NOTE 2 - OTHER, NET
Other, net includes the following income (expense) items:
<CAPTION>
(Thousands of Dollars)
(Unaudited)
For the Nine Months For the Three Months
Ended September 30, Ended September 30,
------------------- -------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Gain on sale of office building $ 8,657 $ - $8,657 $ -
Settlement with counterparty
to interest-rate derivative
transactions 3,000 - - -
Equity in income (losses) of
unconsolidated joint ventures 2,168 (1,364) (109) (934)
Amortization of capitalized
debt costs (1,609) (1,609) (537) (537)
Gain on sale of investment - 2,664 - -
Gain on sale of chemicals plant - 1,711 - 1,711
Gain on sale of land - 1,701 - 1,701
Dividend income - 2,080 - 2,080
Other (2,055) (1,473) (295) (584)
------- ------- ------ ------
$10,161 $ 3,710 $7,716 $3,437
======= ======= ====== ======
</TABLE>
NOTE 3 - EARNINGS (LOSS) PER SHARE
Primary earnings (loss) per common share in 1996 and 1995
were computed by dividing net earnings (loss), 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
9,872,000 and 9,881,000 shares for the nine and three month
periods in 1996, respectively, and 9,867,000 shares for the nine
and three month periods of 1995.
Fully diluted earnings (loss) 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 1996 and 1995.
<PAGE>
<TABLE>
NOTE 4 - INVENTORIES
The inventory amounts at September 30, 1996 and December 31,
1995 were as follows:
<CAPTION>
(Thousands of Dollars)
(Unaudited)
September 30, 1996 December 31, 1995
------------------ -----------------
<S> <C> <C>
Finished Goods $ 60,650 $ 66,273
Work in process 78,514 72,600
Raw materials 87,129 106,627
Long-term contract costs 7,261 9,600
Progress payments (9,951) (12,974)
-------- --------
$223,603 $242,126
======== ========
</TABLE>
<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
the Company 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 Corporation, a subsidiary of Sequa. In 1994, the
arbitral tribunal issued a net award of $16.3 million plus
interest in favor of Chromalloy Gas Turbine. At December 30,
1995, the Company's Consolidated Balance Sheet included net
assets of approximately $17.5 million (primarily in Other current
assets) related to this issue. Chromalloy Gas Turbine has filed
a petition in the US District Court for the District of Columbia
to confirm and enforce the award. The government of Egypt has
succeeded in a challenge to this award in the Court of Appeal of
Cairo. Notwithstanding that Egyptian court decision, the U.S.
District Court recently granted Chromalloy Gas Turbine's
enforcement petition. In September 1996, Chromalloy Gas Turbine
Corporation received $13.9 million from the Defense Security
Assistance Agency on behalf of the Egyptian Air Force.
Chromalloy Gas Turbine Corporation is currently in negotiations
with the Egyptian Air Force regarding payment of the remainder
due pursuant to the arbitration award.
On July 11, 1995, United Technologies Corporation, through
its Pratt & Whitney division, commenced an action against
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 against all claims, which it regards
as substantially lacking in merit. In this connection, on August
30, 1995, Chromalloy Gas Turbine filed its answer denying the
significant allegations in such complaint, and included numerous
affirmative defenses and a counterclaim against United
Technologies. Since the filing of its answer, Chromalloy Gas
Turbine has added additional counterclaims against United
Technologies.
<PAGE>
ITEM 1 - LEGAL PROCEEDINGS (con't)
-----------------
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 damages) and for injunctive relief based upon Chromalloy
Gas Turbine's claims that United Technologies has violated the
Texas Free Enterprise and Antitrust Act. On October 2, 1995,
United Technologies filed its answer denying the material
allegations of the petition and raising certain affirmative
defenses. On December 28, 1995, United Technologies filed
counterclaims in this action seeking monetary damages and
injunctive relief. Both parties have amended their pleadings
during the course of discovery. In October 1996, United
Technologies filed its sixth amended counterclaim. United
Technologies' counterclaim no longer seeks monetary damages. The
trial commenced on August 26, 1996 and is presently anticipated
to conclude within the next month. Chromalloy Gas Turbine's
claims focus on allegedly illegal, exclusionary and monopolistic
activities with respect to key segments of commerce in repairs
for Pratt & Whitney commercial jet engines. While management
cannot predict the outcome of this litigation at this time, in
management's opinion, a successful outcome, including the
possible award of injunctive and monetary relief to restore
competition in areas of commerce now alleged to have been
unlawfully foreclosed and restrained, could be favorable to the
Company.
Related to the above lawsuits, Chromalloy Gas Turbine's
divisions compete for turbine engine repair business with a
number of other major companies, including the original equipment
manufacturers (OEM). Such OEM's generally have obligations
(contractual and otherwise) to approve vendors to manufacture
components for their engines and/or perform repair services on
their engines and components. Chromalloy Gas Turbine has a
number of such approvals, including licensing agreements, which
allow it to manufacture and repair certain components of flight
engines. The loss of approval by one of the major OEMs to
manufacture or repair components for such OEM's engines could
have an adverse effect on Chromalloy Gas Turbine, although
management believes it has certain actions available to it to
mitigate the adverse effect.
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
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
<PAGE>
ITEM 1 - LEGAL PROCEEDINGS (con't)
-----------------
consolidated financial position, although the resolution in any
reporting period of one or more of these 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
10.1 Consent (dated as of August 1, 1996) to make
restricted payments pursuant to the Amended and
Restated Credit Agreement, dated as of December
14, 1993, filed herewith.
11.1 Schedule showing calculations of Primary and
Fully Diluted Loss Per Share for the nine-month
and three-month periods ended September 30,
1996 and 1995.
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, 1996.<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, 1996
<PAGE>
<TABLE>
EXHIBIT 11
SEQUA CORPORATION
CALCULATION OF PRIMARY AND FULLY DILUTED LOSSES PER SHARE
<CAPTION>
(Unaudited)
For the Nine Months
Ended September 30,
------------------
1996 1995
---- ----
<S> <C> <C>
PRIMARY
-------
Loss
Loss before extraordinary item $ (2,289) $ (6,032)
Preferred stock dividend requirements (2,346) (2,373)
-------- --------
Loss applicable to common stock before
extraordinary item (4,635) (8,405)
Extraordinary loss on early retirement
of debt (369) -
-------- --------
Net loss applicable to common stock $ (5,004) $ (8,405)
======== ========
Shares
Weighted average common shares outstanding 9,872 9,867
======== ========
Primary loss per common share
Loss before extraordinary item $ (.47) $ (.85)
Extraordinary loss on early retirement
of debt (.04) -
-------- --------
Net loss $ (.51) $ (.85)
======== ========
* FULLY DILUTED
-------------
Loss
Loss before extraordinary item $ (2,289) $ (6,032)
Extraordinary loss on early retirement
of debt (369) -
-------- --------
Net loss $ (2,658) $ (6,032)
======== ========
Shares
Fully diluted common and equivalent shares 10,679 10,705
======== ========
Fully diluted loss per common share
Loss before extraordinary item $ (.21) $ (.56)
Extraordinary loss on early retirement
of debt (.04) -
-------- --------
Net loss $ (.25) $ (.56)
======== ========
SHARES
------
Weighted average common shares outstanding 9,872 9,867
Preferred stock assumed to be converted 807 838
-------- --------
Fully diluted common and equivalent shares 10,679 10,705
======== ========
<FN>
(*)The 1996 and 1995 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 LOSSES PER SHARE
<CAPTION>
(Unaudited)
For the Three Months
Ended September 30,
------------------
1996 1995
---- ----
<S> <C> <C>
PRIMARY
-------
Earnings
Net income before extraordinary item $ 2,849 $ 1,930
Preferred stock dividend requirements (763) (791)
--------
Net income applicable to common stock
before extraordinary item 2,086 1,139
Extraordinary loss on early retirement
of debt (369) -
-------- --------
Net income applicable to common stock $ 1,717 $ 1,139
======== ========
Shares
Weighted average common shares outstanding 9,881 9,867
======== ========
Primary earnings (loss) per common share
Income before extraordinary item $ .21 $ .12
Extraordinary loss on early retirement
of debt (.04) -
-------- --------
Net income $ .17 $ .12
======== ========
* FULLY DILUTED
-------------
Earnings
Net income before extraordinary item $ 2,849 $ 1,930
Extraordinary loss on early retirement
of debt (369) -
-------- --------
Net income $ 2,480 $ 1,930
======== ========
Shares
Fully diluted common and equivalent shares 10,688 10,705
======== ========
Fully diluted income (loss) per common share
Income before extraordinary item $ .27 $ .18
Extraordinary loss on early retirement
of debt (.04) -
-------- --------
Net income $ .23 $ .18
======== ========
SHARES
------
Weighted average common shares outstanding 9,881 9,867
Preferred stock assumed to be converted 807 838
-------- --------
Fully diluted common and equivalent shares 10,688 10,705
======== ========
<FN>
* The 1996 and 1995 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>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 88,059
<SECURITIES> 0
<RECEIVABLES> 286,191
<ALLOWANCES> 14,440
<INVENTORY> 223,603
<CURRENT-ASSETS> 604,059
<PP&E> 1,014,774
<DEPRECIATION> 555,771
<TOTAL-ASSETS> 1,550,295
<CURRENT-LIABILITIES> 319,657
<BONDS> 535,049
0
797
<COMMON> 10,915
<OTHER-SE> 557,069
<TOTAL-LIABILITY-AND-EQUITY> 1,550,295
<SALES> 1,078,285
<TOTAL-REVENUES> 1,078,285
<CGS> 870,171
<TOTAL-COSTS> 1,047,960
<OTHER-EXPENSES> (13,291)
<LOSS-PROVISION> 2,914
<INTEREST-EXPENSE> 39,305
<INCOME-PRETAX> 4,311
<INCOME-TAX> 6,600
<INCOME-CONTINUING> (2,289)
<DISCONTINUED> 0
<EXTRAORDINARY> (369)
<CHANGES> 0
<NET-INCOME> (2,658)
<EPS-PRIMARY> (0.51)
<EPS-DILUTED> (0.25)
</TABLE>
<PAGE>
August 1, 1996
Sequa Corporation
200 Park Avenue
New York, NY 10166
Attention: Jenny S. Kade,
Assistant Treasurer
Re: Consent to Make Restricted Payment
--- ----------------------------------
Reference is made to the Amended and Restated Credit
Agreement dated as of December 14, 1993, among Sequa Corporation
(the "Borrower"), The Bank of New York, as Administrative Agent,
The Bank of New York, The Bank of Nova Scotia and Chemical Bank,
as Managing Agents, Bank of America, NT&SA, Chase Manhattan Bank,
N.A. and The Nippon Credit Bank, Ltd., as Co-Agents, and the
Banks listed on the signature pages thereof (as amended from time
to time, the "Credit Agreement") (capitalized terms used and not
defined herein shall have the meanings ascribed thereto in the
Credit Agreement).
The Required Banks hereby consent to the making of a
Restricted Payment by the Borrower for the purpose of
repurchasing shares of its Capital Securities (the "Repurchased
Stock"), notwithstanding Section 4.06 of the Credit Agreement;
provided, that (i) such Restricted Payment shall not exceed ten
million Dollars ($10,000,000) and (ii) no Default or Event of
Default shall have occurred and be continuing at the time such
Restricted Payment is made or at the time the Borrower becomes
obligated to make such Restricted Payment, and no Default or
Event of Default shall result from the making of such Restricted
Payment or the purchase of the Repurchased Stock by the Borrower.
This consent shall become effective as of the date
hereof on the first date upon which this consent has been
executed by the Required Banks.<PAGE>
<PAGE>
This consent may be executed in any number of
counterparts and on separate counterparts, each of which shall be
deemed to be an original and shall be binding upon the parties,
their successors and assigns.
THE BANK OF NEW YORK
By_____________________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By_____________________________________
Name:
Title:
BANK OF AMERICA NATIONAL TRUST AND SAVINGS
ASSOCIATION
By_____________________________________
Name:
Title:
THE CHASE MANHATTAN BANK
By_____________________________________
Name:
Title:
THE NIPPON CREDIT BANK, LTD.
By_____________________________________
Name:
Title:
<PAGE>
<PAGE>
BANK BRUSSELS LAMBERT, NEW YORK BRANCH
By_____________________________________
Name:
Title:
By_____________________________________
Name:
Title:
