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 March 31, 1997
----------------------------------
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 13-1885030
- --------------------------------- -----------------------------
(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 April 30, 1997
----- -----------------------------
Class A Common Stock, no par value 6,621,646
Class B Common Stock, no par value 3,330,780
<PAGE>
<TABLE>
PART I - FINANCIAL INFORMATION
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(Amounts in thousands, except per share)
(Unaudited)
<CAPTION>
For the Three Months
Ended March 31,
----------------------
1997 1996
---- ----
<S> <C> <C>
SALES $373,328 $349,126
-------- --------
COSTS AND EXPENSES
Cost of sales 303,609 283,872
Selling, general and
administrative 55,330 55,132
-------- --------
358,939 339,004
-------- --------
OPERATING INCOME 14,389 10,122
OTHER INCOME (EXPENSE)
Interest expense (12,494) (13,248)
Interest income 1,288 1,040
Other, net 842 (317)
-------- --------
INCOME (LOSS) BEFORE INCOME TAXES 4,025 (2,403)
Income tax provision (2,500) (1,350)
-------- --------
NET INCOME (LOSS) 1,525 (3,753)
Preferred dividend requirements (763) (791)
-------- --------
Net income (loss) applicable to
common stock $ 762 $ (4,544)
======== ========
EARNINGS (LOSS) PER SHARE $ .08 $ (.46)
======== ========
DIVIDENDS DECLARED PER SHARE
Preferred $ 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)
--------------- -------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Aerospace $211.4 $189.0 $10.2 $ -
Machinery & Metal Coatings 72.1 79.5 2.4 4.2
Specialty Chemicals 52.8 58.3 5.1 10.5
Other Products 37.0 22.3 4.3 2.2
Corporate - - (7.6) (6.8)
----- ----- ----- -----
TOTAL $373.3 $349.1 $14.4 $ 10.1
====== ====== ===== ======
</TABLE>
SALES
- -----
Sales increased 7% in the first quarter of 1997, with advances at
the Aerospace and Other Products segments partially offset by
declines in the Machinery and Metal Coatings and the Specialty
Chemicals segments.
Sales of the Aerospace segment advanced 12% in the first
quarter, with both units contributing to the advance. At the Gas
Turbine unit, repair sales increased 7% over the 1996 quarter
with both commercial and U.S. military repair business ahead.
The advance in the commercial repair sector primarily reflects
the unit's participation in the continuing recovery of the
international airline industry. Units primarily serving the OEM
market posted a 28% increase in sales and ended the quarter with
a higher backlog than at year end, a reflection of the strength
in this sector of the market. Although management currently
anticipates that the upward sales trend of the gas turbine unit
will continue in the second quarter, increased competitive
activity in the repair aftermarket by the engine manufacturers
continues. Sales of the ARC Propulsion unit advanced 10%, with
increases in both commercial products and military contract
sales. This upward trend is expected to continue in the second
quarter.
Sales of the Machinery and Metal Coatings segment declined
9%, as an increase at the metal coating unit was more than offset
by declines at the can machinery and auxiliary press equipment
units. Sales of the metal coatings division advanced in each of
the operation's major markets: building products, containers, and
<PAGE>
SALES (con't)
- -----
manufactured products. At the can machinery unit, sales declined
14% from an very strong 1996 first quarter, as a decline in sales
of can decorating equipment was partially offset by an increase
in can forming equipment and by the inclusion of the recently
acquired Can Industry Products (CIP), which was formerly
accounted for as an unconsolidated equity investment. Local
currency sales of the overseas auxiliary press equipment declined
sharply. Translation into U.S. dollars increased the decline due
to the 10% drop in the value of the French Franc against the
dollar. Management anticipates that the sales trends of the
operating units in this segment will continue in the second
quarter.
Sales of the Specialty Chemicals segment were 9% lower, with
both units recording declines. The British-based unit's decline
reflected reduced demand from the European detergent market; the
impact of the strengthening of the Pound Sterling against other
European currencies; and lower sales at the chemical distribution
units, primarily caused by adverse currency movements. The
trends in the European detergent market are expected to continue
in the second quarter. Lower sales at the domestic unit reflect
the fact that increases in the graphics and textile product lines
were more than offset by declines in specialty polymers and paper
chemicals.
Sales of the Other Products segment increased 66%. As of
January 1, 1997, the Men's Apparel unit was reclassified from
discontinued operations to continuing operations and included in
this segment. The sharp sales increase in the segment reflects
the inclusion of Men's Apparel sales in the 1997 first quarter;
and increased sales at the automotive products and can lid units,
tempered by reduced revenues from the real estate unit. At the
automotive products unit, both domestic and international sales
were solidly ahead of the comparable 1996 quarter. These
advances were driven by increases in lighter and power outlet
sales to the automotive OEMs. At the can lid unit, an 80%
increase in export sales and a solid gain in domestic sales led
to a sharply higher level of overall sales. Revenues from the
real estate unit were down sharply, primarily as a result of the
July 1996 disposition of its largest property.
OPERATING INCOME
- ----------------
Overall operating income advanced 42%, as advances in the
Aerospace and Other Products segments were tempered by declines
in the Specialty Chemicals and Machinery and Metal Coatings
segments.
Operating income in the Aerospace segment advanced to $10.2
million in the first quarter of 1997 from breakeven in the prior
<PAGE>
OPERATING INCOME (con't)
- ----------------
year's first quarter, with both units contributing to the
advance. The improvement at Gas Turbine primarily resulted from
three factors: the return to profitability of the OEM units; the
continued improvement in profitability at the repair units; and
lower expenses related to litigation with the Pratt and Whitney
division of United Technologies ($3.1 million in 1997 and $5.2
million in 1996). The ARC Propulsion unit recorded higher
profits in the 1997 first quarter, primarily due to the benefit
of a technology transfer program and higher sales.
Operating income in the Machinery and Metal Coatings segment
declined 44% as an improvement at the metal coatings unit was
more than offset by a decline at the can machinery unit and a
larger loss at the auxiliary press equipment unit. The
improvement at the metal coating unit primarily reflects the
impact of increased sales and cost containment efforts. At the
can machinery unit, operating income declined due to lower sales,
and an unfavorable sales mix shift. At the auxiliary press
equipment unit, the first quarter loss increased in 1997 as the
impact of lower sales was only partially offset by better pricing
and lower warranty costs.
Operating income in the Specialty Chemicals segment declined
51%, with both units down sharply. At the overseas unit, profits
were primarily affected by the reduced level of sales, and the
impact on margins of the strengthening of the Pound Sterling,
partially offset by cost reductions. A large portion of the
decline at the domestic unit related to the absence of the
favorable settlement of a lawsuit in the first quarter of 1996.
The balance of the decline primarily related to lower sales.
Operating income in the Other Products segment nearly doubled
in 1997, due to the recontinuance of the Men's Apparel business
and improved results at the automotive products unit. The can
lid unit and the real estate operation recorded profits on a par
with the prior year. At the automotive products unit, profits
advanced in line with increased sales. At the can lid unit, the
benefits of higher sales were offset by increased manufacturing
and worker training costs, and the startup of additional capacity.
OTHER, NET
- ----------
In the first quarters of 1997 and 1996, Other, net includes
equity in the income of unconsolidated joint ventures of $1.6
million and $1.3 million, respectively, and amortization of
capitalized debt issuance costs of $.5 million in both periods.
In the first quarters of 1997 and 1996, Other, net includes
income of $.3 million and losses of $.2 million, respectively,
related to the increase (decrease) in the cash surrender values
of corporate owned life insurance.
<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 rate for the first quarter of 1997 was based upon
estimated annual pre-tax foreign and domestic earnings adjusted
for goodwill amortization. The effective tax rate for the first
quarter of 1996 was based upon estimated annual pre-tax foreign
earnings and estimated annual domestic pre-tax losses adjusted
for goodwill amortization. The effective rates also reflect the
effect of a provision for state income and franchise taxes, 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
and foreign earnings.
LIQUIDITY
- ---------
Management anticipates that cash flow from operations, proceeds
from the divestiture of assets, the $107.5 million of credit
available at May 1, 1997 under the revolving credit agreement,
the $45.0 million of available financing under the Receivables
Purchase Agreement, the $20.0 million of short-term investments
and the $71.6 million of cash and cash equivalents on hand at
March 31, 1997 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 March 31, 1997 was $341.4
million ($293.5 million at December 31, 1996). 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
<PAGE>
ENVIRONMENTAL MATTERS (con't)
- ---------------------
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 $14 million to $35 million. At March 31,
1997, the Company's balance sheet includes accruals for
remediation costs of $31.5 million. These accruals are at
undiscounted amounts and are included in accrued expenses and
other noncurrent liabilities. While the possibility of further
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, the
Company anticipates that remedial cash expenditures will be in
the $8 million to $12 million range during 1997 and between $6
million and $8 million during 1998. Actual remedial expenditures
for the first three months of 1997 were approximately $3.2
million.
OTHER INFORMATION
- -----------------
Statement of Financial Accounting Standards (SFAS) No. 128,
"Earnings per Share" was issued in February 1997 and replaces
Accounting Principles Board (APB) Opinion No. 15. The new
statement simplifies the computations of earnings per share (EPS)
by replacing the presentation of primary EPS with basic EPS,
which is computed by dividing income available to common
stockholders by the weighted-average number of common shares
outstanding for the period. Diluted EPS under the new statement
is computed similarly to fully diluted EPS pursuant to APB
Opinion No. 15. SFAS No. 128 must be implemented by the Company
in the fourth quarter of 1997 at which time restatement of prior-
period EPS data will be required. As the Company's EPS amounts
calculated under the new statement approximate those calculated
under APB Opinion No. 15, the implementation of SFAS No. 128 will
not have a material effect on previously reported EPS data.
<PAGE>
<PAGE>
<TABLE>
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Amounts in thousands)
ASSETS
<CAPTION>
(Unaudited)
March 31, December 31,
1997 1996
------------ -----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 71,558 $ 92,079
Short-term investments 20,000 -
Trade receivables (less allowances
of $13,618 and $12,992) 266,300 248,835
Unbilled receivables (less
allowances of $2,768 and $2,587) 28,246 26,771
Inventories 231,985 223,498
Other current assets 17,657 20,994
---------- ----------
Total current assets 635,746 612,177
---------- ----------
INVESTMENTS
Net assets of discontinued operations 115,668 130,193
Other investments 20,987 20,492
---------- ----------
136,655 150,685
---------- ----------
PROPERTY, PLANT AND EQUIPMENT, NET 450,953 457,511
---------- ----------
OTHER ASSETS
Excess of cost over net assets of
companies acquired 306,968 307,952
Deferred charges and other 19,299 19,837
---------- ----------
326,267 327,789
---------- ----------
TOTAL ASSETS $1,549,621 $1,548,162
========== ==========
<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)
March 31, December 31,
1997 1996
---------- -----------
<S> <C> <C>
CURRENT LIABILITIES
Current maturities of long-term
debt $ 2,498 $ 2,859
Accounts payable 113,117 109,115
Taxes on income 43,422 40,391
Accrued expenses 161,717 150,381
---------- ----------
Total current liabilities 320,754 302,746
---------- ----------
NONCURRENT LIABILITIES
Long-term debt 531,505 531,868
Deferred taxes on income 13,712 13,652
Other noncurrent liabilities 101,312 109,120
---------- ----------
646,529 654,640
---------- ----------
SHAREHOLDERS' EQUITY
Preferred stock--$1 par value,
1,825,000 shares authorized,
797,000 shares of $5 cumulative
convertible stock issued at
March 31, 1997 and December 31, 1996
(involuntary liquidation
value--$25,393 at March 31, 1997) 797 797
Class A common stock--no par value,
25,000,000 shares authorized,
7,188,000 shares issued at March
31, 1997 and December 31, 1996 7,188 7,188
Class B common stock--no par value,
5,000,000 shares authorized,
3,727,000 shares issued at March
March 31, 1997 and December 31,
1996 3,727 3,727
Capital in excess of par value 284,659 285,912
Cumulative translation adjustment 128 10,512
Retained earnings 367,131 366,369
---------- ----------
663,630 674,505
Less: Cost of treasury stock 81,292 83,729
---------- ----------
Total shareholders' equity 582,338 590,776
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $1,549,621 $1,548,162
========== ==========
<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, 1996 AND PERIOD ENDED MARCH 31, 1997
(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, 1995 $ 797 $7,188 $3,727 $287,204 $ 2,333 $360,290 $ (84,944)
Net Income - - - - - 9,187 -
Purchase treasury stock - - - - - - (1,680)
Stock grants forfeited - - - 307 - - (401)
Stock options exercised - - - (1,599) - - 3,073
Amortization of restricted
stock grant - - - - - - 223
Foreign currency translation
adjustment - - - - 8,179 - -
Cash dividends:
Preferred - $5.00 per share - - - - - (3,108) -
------ ------ ------ -------- -------- -------- ---------
Balance at December 31, 1996 $ 797 $7,188 $3,727 $285,912 $ 10,512 $366,369 $ (83,729)
Net Income - - - - 1,525 --
Stock options exercised - - - (1,253) - - 2,386
Amortization of restricted
stock grant - - - - - - 51
Foreign currency translation
adjustment - - - - (10,384) - -
Cash dividends:
Preferred - $1.25 per share - - - - - (763) -
------ ------ ------ -------- -------- -------- ---------
Balance at March 31, 1997 $ 797 $7,188 $3,727 $284,659 $ 128 $367,131 $ (81,292)
====== ====== ====== ======== ======== ======== =========
<FN>
The accompanying notes are an integral part of the financial statements
</TABLE>
<PAGE>
<PAGE>
<TABLE>
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
<CAPTION>
For the Three Months
Ended March 31,
---------------
1997 1996
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income (loss) before income taxes $ 4,025 $ (2,403)
Adjustments to reconcile income (loss) to net
cash provided by operating activities:
Depreciation and amortization 21,758 22,925
Provision for losses on receivables 980 863
Equity in income of unconsolidated joint
ventures (1,621) (1,292)
Other items not requiring cash 320 190
Changes in operating assets and liabilities,
net of business purchased:
Receivables (17,602) (9,066)
Inventories (6,658) (1,000)
Other current assets 3,026 2,531
Accounts payable and accrued expenses 16,747 (1,031)
Other noncurrent liabilities (8,570) (5,945)
-------- --------
Net cash provided by continuing operations
before income taxes 12,405 5,772
Net cash provided by (used for) discontinued
operations before income taxes 1,609 (2,644)
Income taxes refunded (paid), net 437 (720)
-------- --------
Net cash provided by operating activities 14,451 2,408
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Business purchased (268) -
Purchase of property, plant and equipment (14,266) (11,894)
Sale of property, plant and equipment 600 1,734
Short-term investments (20,000) -
Other investing activities 381 431
-------- --------
Net cash used for investing activities (33,553) (9,729)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt - 1,078
Payments of debt (506) (3,445)
Dividends paid (763) (791)
Proceeds from exercise of stock options 1,133 -
-------- --------
Net cash used for financing activities (136) (3,158)
-------- --------
Effect of exchange rate changes on cash
and cash equivalents (1,283) (407)
-------- --------
Net decrease in cash and cash equivalents (20,521) (10,886)
Cash and cash equivalents at beginning of period 92,079 62,667
-------- --------
Cash and cash equivalents at end of period $ 71,558 $ 51,781
======== ========
<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 March 31, 1997 and December 31, 1996, 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 Company made a decision not to sell the Men's Apparel
unit. Accordingly, as of January 1, 1997, Men's Apparel has been
reclassified from discontinued operations to continuing
operations in the Consolidated Balance Sheet and Statements of
Income and Cash Flows.
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. 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 three months ended
March 31, 1997 are not necessarily indicative of the results to
be expected for the full year.
<PAGE>
NOTE 2 - EARNINGS (LOSS) PER SHARE
Primary earnings (loss) per common share in 1997 and 1996
were computed by dividing net earnings (loss), after deducting
dividend requirements on cumulative convertible preferred stock,
by the weighted average number of common and common equivalent
shares outstanding during the periods. These computations were
based on 9,959,000 and 9,867,000 shares for the three month
periods in 1997 and 1996, respectively.
Fully diluted earnings (loss) per common share calculations
for the assumed conversion of the cumulative convertible
preferred stock were anti-dilutive in the three-month periods of
1997 and 1996.
Statement of Financial Accounting Standards (SFAS) No. 128,
"Earnings per Share" was issued in February 1997 and replaces
Accounting Principles Board (APB) Opinion No. 15. The new
statement simplifies the computations of earnings per share (EPS)
by replacing the presentation of primary EPS with basic EPS,
which is computed by dividing income available to common
stockholders by the weighted average number of common shares
outstanding for the period. Diluted EPS under the new statement
is computed similarly to fully diluted EPS pursuant to APB
Opinion No. 15. SFAS No. 128 must be implemented by the Company
in the fourth quarter of 1997 at which time restatement of prior-
period EPS data will be required. As the Company's EPS amounts
calculated under the new statement approximate those calculated
under APB Opinion No. 15, the implementation of SFAS No. 128 will
not have a material effect on previously reported EPS data.
NOTE 3 - SHORT-TERM INVESTMENTS
At March 31, 1997, the $20.0 million short-term investment
represents the Company's participation in loans made by a group
of banks for the benefit of one of the Company's joint ventures.
This is a vehicle for improving the yield on temporarily
available funds, and does not impact the total amount loaned to
the joint venture.
<TABLE>
NOTE 4 - INVENTORIES
The inventory amounts at March 31, 1997 and December 31,
1996 were as follows:
<CAPTION>
(Thousands of Dollars)
(Unaudited)
March 31, 1997 December 31, 1996
-------------- -----------------
<S> <C> <C>
Finished Goods $ 67,304 $ 61,276
Work in process 76,872 71,583
Raw materials 87,054 89,254
Long-term contract costs 8,220 8,275
Customer deposits (7,465) (6,890)
-------- --------
$231,985 $223,498
======== ========
</TABLE>
<PAGE>
PART II - OTHER INFORMATION
---------------------------
ITEM 1 - LEGAL PROCEEDINGS
-----------------
The Company 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 (Chromalloy), a subsidiary of Sequa,
concerning amounts owed to Chromalloy. In 1994, the arbitral
tribunal issued a net award of $16,250,000 plus interest in favor
of Chromalloy. Chromalloy filed a petition in the United States
District Court for the District of Columbia to confirm and
enforce the award. The government of Egypt succeeded in a
challenge to this award in the Court of Appeal of Cairo.
Notwithstanding the Egyptian court decision, the United States
District Court granted Chromalloy's enforcement petition. In
September 1996, Chromalloy received $13,943,000 from the Defense
Security Assistance Agency in partial satisfaction of the claim,
with the consent of the Egyptian government. On May 8, 1997,
Chromalloy received $6,157,000 from the Government of Egypt in
payment of the remainder of the arbitration award together with
interest.
On July 11, 1995, United Technologies Corporation (UTC),
through its Pratt & Whitney division, commenced an action against
Chromalloy 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. Management intends to vigorously defend against all
claims. In this connection, on August 30, 1995, Chromalloy filed
its answer denying the significant allegations in such complaint,
and included numerous affirmative defenses and a counterclaim
against UTC. Since the filing of its answer, Chromalloy has
added further counterclaims against UTC. In March and April
1997, Chromalloy filed six motions for summary judgment on
various issues. In March 1997, UTC also moved to stay or dismiss
two of Chromalloy's counterclaims. On May 1, 1997, the United
States District Court issued rulings on four of Chromalloy's
motions and one of UTC's motions. The Court granted summary
judgment in favor of Chromalloy on two of the more substantial
UTC royalty claims, and also granted summary judgment in favor of
Chromalloy on Chromalloy's claim for overpayment of royalties
under one of the license agreements. The Court denied
Chromalloy's motion for partial summary judgment on UTC's claim
<PAGE>
ITEM 1 - LEGAL PROCEEDINGS (con't)
-----------------
under the Lanham Act and also denied UTC's motion for summary
judgment on Chromalloy's counterclaim relating to Chromalloy's
entitlement to certain improvements under one of the license
agreements. The Company is awaiting the Court's rulings on the
other pending motions. Although discovery and motion practice
are progressing, it would be premature at this stage for
management to make an evaluation of the likely outcome of either
UTC's remaining claims or Chromalloy's remaining counterclaims.
The Court has set aside May 27, 1997 as a possible trial date for
some of UTC's claims and some of Chromalloy's counterclaims.
On August 29, 1995, Chromalloy filed suit against UTC in the
131st District Court of Bexar County, Texas. This suit sought
unspecified damages for and injunctive relief against alleged
violations by UTC of the Texas Free Enterprise and Antitrust Act.
Chromalloy's claims focused on allegedly illegal, exclusionary,
and monopolistic activities with respect to key segments of
commerce in repairs for Pratt & Whitney commercial jet engines.
UTC had also filed counterclaims against Chromalloy in this
action for alleged breach of contract and unfair competition.
After a three-month trial, which commenced on August 26, 1996, in
unanimous liability findings in favor of Chromalloy, the jury
found UTC had attempted to monopolize the relevant market, which
materially harmed Chromalloy, and found UTC's conduct to be
willful or flagrant. However, the jury awarded no monetary
damages. Chromalloy effectively prevailed on all but one of
UTC's counterclaims, which related to an alleged breach under a
1990 contract between UTC and one of the Chromalloy divisions.
The jury awarded no monetary relief on any of UTC's
counterclaims. The Court heard post-trial motions on January 24,
1997 concerning Chromalloy's motion for judgment and injunctive
relief and UTC's motion for judgment and declaratory relief on
the one counterclaim relating to the 1990 contract. The Company
is currently awaiting the Court's formal decisions on these and
other post-trial motions. On April 2, 1997, the Court informally
indicated that it was not inclined to grant Chromalloy injunctive
relief. Chromalloy recently has been notified, however, that a
hearing will be held by the Court prior to the entry of judgment
or other orders. If Chromalloy's post-trial motions, including
its motion for injunctive relief are denied, Chromalloy intends
to appeal to the Texas appellate courts.
On October 17, 1996, Chromalloy filed suit against UTC in the
United States District Court for the District of Delaware. The
suit seeks unspecified damages for and injunctive relief against
alleged infringement of Chromalloy patents. On December 6, 1996,
UTC filed its answer asserting several affirmative defenses and
four counterclaims. On January 21, 1997, Chromalloy filed a
reply to UTC's counterclaims and also filed a motion to dismiss
two of those four counterclaims. In response to that
<PAGE>
ITEM 1 - LEGAL PROCEEDINGS (con't)
-----------------
motion, UTC agreed to dismiss one of the counterclaims. The
motion on the remaining counterclaim is still pending
adjudication. This lawsuit is in a preliminary stage.
Accordingly, management cannot make an evaluation of the likely
outcome at this time. The United States District Court has
issued a scheduling order, setting a trial date of March 9, 1998.
Chromalloy's divisions compete for turbine engine repair
business with a number of other companies, including the original
equipment manufacturers (OEMs). Such OEMs 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 has a
number of such approvals, including licensing agreements, which
allow it to manufacture and repair certain components of flight
engines. The loss of a major OEM's approval to manufacture or
repair components for such OEM's engines could have an adverse
effect on Chromalloy, 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
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
11.1 Schedule showing calculations of Primary and
Fully Diluted Earnings (Loss) Per Share for the
three-month periods ended March 31, 1997 and
1996.
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 March 31, 1997.
<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
May 14, 1997
<PAGE>
<TABLE>
EXHIBIT 11.1
SEQUA CORPORATION
CALCULATION OF PRIMARY AND FULLY DILUTED EARNINGS (LOSSES) PER SHARE
(Amounts in thousands, except earnings per share)
<CAPTION>
(Unaudited)
For the Three Months
Ended March 31 ,
------------------
1997 1996
---- ----
<S> <C> <C>
PRIMARY
Earnings (loss)
Net income (loss) $ 1,525 $ (3,753)
Preferred stock dividend requirements (763) (791)
-------- --------
Net income (loss) applicable to common
shareholders $ 762 $ (4,544)
======== ========
Shares
Common and common equivalent shares 9,959 9,867
======== ========
Primary earnings (loss) per common share $ .08 $ (.46)
======== ========
SHARES
------
Weighted average common shares outstanding 9,917 9,867
Common shares issuable in respect to common
stock equivalents, with a dilutive effect 42 -
-------- --------
Common and common equivalent shares 9,959 9,867
======== ========
* FULLY DILUTED
-------------
Earnings (loss)
Net income (loss) $ 1,525 $ (3,753)
======== ========
Shares
Common and common equivalent shares 10,780 10,705
======== ========
Fully diluted earnings (loss)
per common share $ .14 $ (.35)
======== ========
SHARES
------
Weighted average common shares outstanding 9,917 9,867
Preferred stock assumed to be converted 807 838
Common shares issuable in respect to common
stock equivalents, with a dilutive effect 56 -
-------- --------
Common and common equivalent shares 10,780 10,705
======== ========
<FN>
(*)The 1997 and 1996 fully diluted loss 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> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 71,558
<SECURITIES> 20,000
<RECEIVABLES> 310,932
<ALLOWANCES> 16,386
<INVENTORY> 231,985
<CURRENT-ASSETS> 635,746
<PP&E> 1,054,871
<DEPRECIATION> 603,918
<TOTAL-ASSETS> 1,549,621
<CURRENT-LIABILITIES> 320,754
<BONDS> 531,505
0
797
<COMMON> 10,915
<OTHER-SE> 570,626
<TOTAL-LIABILITY-AND-EQUITY> 1,549,621
<SALES> 373,328
<TOTAL-REVENUES> 373,328
<CGS> 303,609
<TOTAL-COSTS> 358,939
<OTHER-EXPENSES> (2,130)
<LOSS-PROVISION> 980
<INTEREST-EXPENSE> 12,494
<INCOME-PRETAX> 4,025
<INCOME-TAX> 2,500
<INCOME-CONTINUING> 1,525
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,525
<EPS-PRIMARY> 0.08
<EPS-DILUTED> 0.14
</TABLE>
