<PAGE>
UNITED STATES 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, 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) Identification 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 October 31, 1997
----- -------------------------------
Class A Common Stock, no par value 6,668,648
Class B Common Stock, no par value 3,329,772
<PAGE>
<PAGE>
<TABLE>
PART I - FINANCIAL INFORMATION
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(Amounts in thousands, except per share)
(Unaudited)
<CAPTION>
For the Nine Months For the Three Months
Ended September 30, Ended September 30,
--------------------- -------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
SALES $1,158,119 $1,078,285 $391,333 $367,723
---------- ---------- -------- --------
COSTS AND EXPENSES
Cost of sales 934,666 870,171 313,738 297,734
Selling, general and
administrative 161,810 177,789 54,236 62,807
---------- ---------- -------- --------
1,096,476 1,047,960 367,974 360,541
---------- ---------- -------- --------
OPERATING INCOME 61,643 30,325 23,359 7,182
OTHER INCOME (EXPENSE)
Interest expense (37,797) (39,305) (12,727) (12,922)
Interest income 4,078 3,130 1,426 1,173
Equity in income of
unconsolidated joint
ventures 1,523 2,226 (622) (109)
Other, net 1,682 7,935 1,543 7,825
---------- ---------- -------- --------
INCOME BEFORE INCOME TAXES 31,129 4,311 12,979 3,149
Income tax provision (18,400) (6,600) (6,330) (300)
---------- ---------- -------- --------
INCOME (LOSS) BEFORE
EXTRAORDINARY ITEM 12,729 (2,289) 6,649 2,849
Extraordinary loss on early
retirement of debt, net of
applicable income taxes - (369) - (369)
---------- ---------- -------- --------
NET INCOME (LOSS) 12,729 (2,658) 6,649 2,480
Preferred dividends (2,288) (2,346) (763) (763)
---------- ---------- -------- --------
NET INCOME (LOSS) APPLICABLE
TO COMMON STOCK $ 10,441 $ (5,004) $ 5,886 $ 1,717
========== ========== ======== ========
EARNINGS (LOSS) PER SHARE
Income (loss) before
extraordinary item $ 1.04 $ (.47) $ .58 $ .21
Extraordinary loss on early
retirement of debt - (.04) - (.04)
---------- ---------- -------- --------
Net income (loss) $ 1.04 $ (.51) $ .58 $ .17
========== ========== ======== ========
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>
<PAGE>
<TABLE>
SEQUA CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------
SUMMARY BUSINESS SEGMENT DATA (in millions)
- -------------------------------------------
<CAPTION>
Sales Operating Income
Year to Date Year to Date
--------------- ----------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Aerospace $ 661.3 $ 581.8 $42.3 $(3.6)
Machinery & Metal Coatings 236.1 259.7 11.5 19.9
Specialty Chemicals 158.8 166.1 19.2 27.6
Other Products 101.9 70.7 10.6 8.2
Corporate - - (22.0) (21.8)
------- ------- ----- -----
TOTAL $1,158.1 $1,078.3 $61.6 $30.3
======== ======== ===== =====
</TABLE>
<TABLE>
<CAPTION>
Sales Operating Income
Third Quarter Third Quarter
-------------- ---------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Aerospace $229.0 $198.2 $18.1 $(4.8)
Machinery & Metal Coatings 79.1 93.5 2.5 8.3
Specialty Chemicals 51.9 52.4 7.5 8.3
Other Products 31.3 23.6 2.7 2.6
Corporate - - (7.4) (7.2)
----- ----- ----- -----
TOTAL $391.3 $367.7 $23.4 $ 7.2
====== ====== ===== =====
</TABLE>
<PAGE>
<PAGE>
Sales
- -----
Overall sales increased 7% in the nine months of 1997 and 6%
in the third quarter. The increases for both periods reflect a
combination of factors: improvements in the two businesses of the
Aerospace segment; the January 1997 recontinuance of the men's
apparel unit; advances in the metal coatings unit; and the
addition of three niche acquisitions made during 1997. These
advances were partially offset by declines at the can machinery,
auxiliary press equipment and industrial dryer, and overseas
chemicals units.
Sales of the Aerospace segment advanced 14% in the nine
months and 16% in the third quarter, with both units in the
segment ahead for both periods. At the Gas Turbine unit, sales
of both the repair and OEM operations moved higher, a reflection
of the strong demand generated by the international airline
industry. The rate of increase in repair sales is accelerating,
with third quarter 1997 sales approximately 22% ahead of the
comparable prior year period. Although management currently
anticipates that the rising sales pattern at Gas Turbine will
continue in the fourth quarter, competition from the engine
manufacturers for aftermarket repair business remains intense.
Sales of the ARC propulsion unit advanced in both periods, with
increases in each of the three major product areas -- solid
rocket motors, liquid rocket motors, and airbag components.
Sales of the Machinery and Metal Coatings segment declined
9% in the nine months and 15% in the third quarter. Without the
benefit of sales added by two 1997 acquisitions, declines were
12% and 22%. In both periods, advances at the metal coatings
unit were more than offset by sharp declines at the can machinery
and auxiliary press equipment and industrial dryer units. The
metal coatings unit achieved solid sales advances in each of its
major product areas -- building products, containers and
manufactured products. The unit currently anticipates that
unusually high sales to one major customer will begin to decline,
as the customer has reopened its own coating line. At the can
machinery unit, sales decreased sharply in both periods, a
reflection of the ongoing cyclical downturn in the worldwide
container industry. Despite the sharp drop in the number of new
can line installations, the unit has improved its market
position, particularly in can forming equipment. Late in the
third quarter of 1997, Sequa acquired the TEC Systems unit of
W.R. Grace, combined it with MEG, the French auxiliary press
equipment manufacturer, and has renamed the new organization
MEGTEC Systems. The acquisition bolsters the auxiliary press
equipment product line, increases technical expertise, and
significantly expands the new unit's product offerings beyond
MEG's traditional graphic arts market. For the nine months and
third quarter, sales declined significantly, as the addition of
one month's sales from the acquired operation did not offset
sharp declines at MEG.
<PAGE>
Sales (con't)
- -----
Sales of the Specialty Chemicals segment declined 4% in the
nine months and 1% in the three months, as advances at the
domestic unit were more than offset by declines at the large
overseas supplier of detergent additives. At the overseas unit,
sales declined primarily due to the continued strength of the
British pound sterling against other European currencies. At the
domestic unit, sales increased 9% in the nine months and 24% in
the third quarter primarily due to the May 1997 Sedgefield
acquisition. Without this acquisition, sales would have
increased 1% and 6% in the respective periods.
Higher sales of the Other Products segment, which increased
44% in the nine months and 33% in the third quarter, reflect the
recontinuance of the men's apparel unit in January 1997 and
advances at the automotive products and can lid units for both
periods. A generally higher level of sales of automotive
cigarette lighters and power outlets was tempered in the nine
months by the impact of second quarter work stoppages at customer
facilities. Sales of the can lid unit increased in both periods.
Operating Income
- ----------------
Overall operating income more than doubled in the nine
months and more than tripled in the third quarter due to the
turnaround at the Gas Turbine unit.
Operating income in the Aerospace segment improved
substantially in both periods, with the two business units in the
segment recording advances. However, the major portion of the
increase was due to the turnaround at the Gas Turbine unit, which
registered profits in both 1997 periods and losses in both 1996
periods. Results for both 1997 periods reflect substantially
lower costs in connection with litigation involving the Pratt &
Whitney (P&W) division of United Technologies, and improved
profitability in the OEM and repair operations. The 1997 nine-
month period also benefitted from the favorable settlement of a
dispute with the Egyptian government. Legal costs related to P&W
litigation amounted to $7.9 million in the nine months and $2.3
million in the third quarter of 1997, down from $26.7 million and
$13.0 million in the comparable periods of 1996. Gas Turbine's
return to profitability also reflects the strength of both OEM
and repair sales. The improvement in the OEM sector's results
also reflects the late 1996 disposal of an under-performing OEM
unit. As a result, Gas Turbine's OEM business was profitable for
both 1997 periods, in contrast to 1996, when this sector posted
losses. Nine-month results also include a May 1997 payment from
the government of Egypt in final settlement of a longstanding
dispute. This resulted in operating profit of $2.7 million being
recorded in the second quarter. Management expects sustained
improvement at Gas Turbine and continued favorable income
<PAGE>
Operating Income (con't)
- ----------------
comparisons for the fourth quarter. At the ARC Propulsion unit,
operating income also advanced in both periods, though the
benefits of increased sales and the favorable resolution of an
environmental issue were partially offset by the impact of start-
up costs on several new programs related to automotive airbags,
and cost overruns on certain government programs.
Operating income in the Machinery and Metal Coatings segment
declined 42% in the nine months and 70% in the third quarter, as
advances at the metal coatings unit were more than offset by
sharp declines at the can machinery unit and larger losses at the
auxiliary press equipment and industrial dryer unit. At the
metal coatings unit, profit improvements were derived from sales
advances. At the can machinery unit, sharply lower sales led to
a steep decline in operating income. In view of continuing weak
sales, a series of cost-saving measures have been implemented.
Losses at the auxiliary press equipment and industrial dryer unit
increased in both periods, primarily due to the impact of lower
sales.
Operating income in the Specialty Chemicals segment declined
31% in the nine months and 10% in the third quarter. At the
overseas unit, profit declines in both periods stem primarily
from the sustained strength of the British pound sterling against
other European currencies, since this unit exports the majority
of its products into Europe. If the pound sterling remains near
its early November level, management expects profits for the
fourth quarter will continue below the comparable 1996 period.
At the domestic unit, profits were down year-to-date and up in
the third quarter. The year-to-date decline primarily reflects
the absence of a favorable legal settlement in the first quarter
of 1996 and a small decline in margins. The third quarter
advance is primarily derived from higher sales.
Operating income in the Other Products segment increased 30%
in the nine months and 7% in the three months. Both increases
were largely due to the recontinuation of the men's apparel unit
in January 1997. Men's apparel results tend to be seasonal, with
a larger portion of sales and profits occurring in the first half
of the year. At the automotive products unit, profits for the
nine months were on a par with the prior year, while third-
quarter results increased in line with the sales increase.
Results for both periods were tempered by lower margins. Results
of the can lid unit were up slightly in the nine months and down
slightly in the quarter, as the benefits of higher sales were
largely offset by increased manufacturing costs.
Recent Developments
- -------------------
In October, Allied Signal sold its automotive safety
restraints business to Breed Technologies. The transaction did
<PAGE>
Recent Developments (con't)
- -------------------
not include Allied's interests in BAICO and BAG Spa, joint
ventures with ARC Propulsion that manufacture airbag inflators.
Breed competes with ARC propulsion on airbag energetic products
and is also a competitor of both BAICO and BAG Spa. Following
the transaction, Breed has become the largest customer of BAICO
and Bag Spa. Sequa does not anticipate any material near term
changes to result from this transaction.
In November, the Company signed an agreement to sell
Northern Can Systems, a supplier of metal lids for food and
beverage cans. The transaction is expected to be concluded
before the end of the year.
Other, Net
- ----------
Other, net included gains on the sale of real estate of $2.3
million and $8.5 million in the nine-month periods of 1997 and
1996, respectively, and $1.0 and $8.5 million in the third
quarters of 1997 and 1996, respectively. Other, net also
included charges for the amortization of capitalized debt costs
of $1.1 million and $1.6 million in the nine-month periods of
1997 and 1996, respectively, and $0.3 million and $0.5 million in
the three-month periods of 1997 and 1996, respectively.
Income Tax Provision
- --------------------
At the end of each quarter, the Company separately estimates
the effective foreign and domestic tax rates expected to be
applicable for the full fiscal year. The effective tax rates for
the nine-month period of 1997 were based upon estimated annual
pre-tax foreign and domestic earnings. For the nine-month period
of 1996, the effective tax rates were based upon estimated annual
pre-tax foreign earnings and estimated annual pre-tax domestic
losses. The effective rates reflect nondeductible goodwill
amortization, 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. The foreign and domestic estimated annual
effective tax rates were then applied separately to interim
foreign and domestic pre-tax earnings (losses). The tax
provision for the third quarters of 1997 and 1996 represent the
difference between the year-to-date tax provisions recorded as of
September 30, 1997 and 1996 and the amounts reported for the
first six months of 1997 and 1996.
Liquidity
- ---------
In October 1997, the Company entered into a new $150 million
revolving credit agreement with a group of banks that extends
through October 2002. This agreement replaced an existing
revolving credit agreement which was due to expire in March 1998.
<PAGE>
Liquidity (con't)
- ---------
The rate of interest payable under the new agreement is, at the
Company's option, a function of the prime rate or the Eurodollar
rate. The agreement requires the Company to pay a commitment
fee, which is subject to adjustment based upon the ratio of debt
to EBITDA, at an annual rate of .275% of the unutilized amount
available under the credit line.
Management anticipates that cash flow from operations,
proceeds from the divestiture of assets, the $139.6 million of
credit available at November 1, 1997 under the new revolving
credit agreement, the $45.0 million of available financing under
the Receivables Purchase Agreement, the $25.0 million of short-
term investments and the $68.3 million of cash and cash
equivalents on hand at September 30, 1997 will be more than
sufficient to fund the Company's operations and niche
acquisitions 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 MEGTEC operations of the
Machinery and Metal Coatings segment. The aggregate dollar
amount of backlog in these segments at September 30, 1997 was
$349.0 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
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 $10 million to $32 million. At September
30, 1997, the Company's balance sheet includes accruals for
remediation costs of $31.2 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, it is
currently estimated that the Company will spend in the range of
$8 million to $10 million during 1997 and between $6 million and
$8 million during 1998. Actual expenditures for the first nine
months of 1997 were approximately $6.9 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.
Prior to the issuance of SFAS No. 130, "Reporting
Comprehensive Income," certain changes in assets and liabilities
were not reported in the statement of income, but were instead
included within a separate component of equity in the balance
sheet. Examples include foreign currency translation
adjustments, minimum pension liability adjustments and unrealized
gains and losses on certain securities. Under SFAS No. 130,
which was issued in June 1997, these items will be required to be
displayed in the income statement below net income as components
of comprehensive income or within a separate statement of
<PAGE>
Other Information (con't)
- -----------------
comprehensive income that begins with net income. The Company
must implement this new standard in the first quarter of 1998, at
which time comparative financial statements provided for earlier
periods must be reclassified to reflect the application of SFAS
No. 130. Other than previously reported net income, the only
other item that the Company will present as a component of
comprehensive income will be currency translation adjustments
which have been previously reported by the Company in the
Consolidated Statement of Shareholders' Equity.
SFAS No. 131, "Disclosures about Segments of an Enterprise
and Related Information," was issued in June 1997 and supersedes
SFAS No. 14. The new statement changes the way segment
information is to be reported in annual financial statements and
requires selected segment information to be reported in quarterly
reports. In addition to the requirement that companies disclose
business segment data based on how management makes decisions
about allocating resources to segments and measuring their
performance, SFAS No. 131 also requires entity-wide disclosures
about the products and services an entity provides, the countries
in which it holds assets and reports revenues which are material,
and its major customers. The Company must implement this new
standard in its 1997 annual report and in its quarterly reports
thereafter. The Company anticipates that the annual and
quarterly business segment disclosure required by SFAS No. 131
will not be significantly different in form or content from that
previously disclosed by the Company in its annual and quarterly
reports issued to shareholders.
Certain of the Company's computer systems process
transactions based on storing two digits for the year of a
transaction rather than the full four digits. Such systems are
not programmed to consider the start of a new century and will
encounter significant processing problems in the year 2000. The
Company has undertaken an internal awareness program to ensure
that all operating units are aware of the millennium issue and
resources have been devoted to identify critical business
processes, to evaluate the extent of the Company's year 2000
issues and to implement required remedial actions. Management is
currently unable to quantify the projected expenditures related
to addressing this issue; accordingly, costs to rewrite, replace
or renovate the Company's computer systems which are not
currently year 2000 compliant represent an uncertainty that could
affect future financial results.
<PAGE>
<PAGE>
<TABLE>
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Amounts in thousands)
ASSETS
<CAPTION>
(Unaudited)
September 30, December 31,
1997 1996
------------ -----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 68,257 $ 92,079
Short-term investments 25,000 -
Trade receivables (less allowances of
$17,072 and $12,992) 278,121 248,835
Unbilled receivables (less allowances
of $1,927 and $2,587) 30,440 26,771
Inventories 248,938 223,498
Other current assets 24,822 20,994
---------- ----------
Total current assets 675,578 612,177
---------- ----------
INVESTMENTS
Net assets of discontinued operations 111,195 130,193
Other investments 22,758 20,492
---------- ----------
133,953 150,685
---------- ----------
PROPERTY, PLANT AND EQUIPMENT, NET 456,909 457,511
---------- ----------
OTHER ASSETS
Excess of cost over net assets of
companies acquired 304,734 307,952
Deferred charges and other 19,687 19,837
---------- ----------
324,421 327,789
---------- ----------
TOTAL ASSETS $1,590,861 $1,548,162
========== ==========
<FN>
The accompanying notes are an integral part of the financial
statements.
</TABLE>
<PAGE>
<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,
1997 1996
---------- -----------
<S> <C> <C>
CURRENT LIABILITIES
Current maturities of long-term
debt $ 24,812 $ 2,859
Accounts payable 124,490 109,115
Taxes on income 33,488 40,391
Accrued expenses 185,370 150,381
---------- ----------
Total current liabilities 368,160 302,746
---------- ----------
NONCURRENT LIABILITIES
Long-term debt 510,229 531,868
Deferred taxes on income 23,257 13,652
Other noncurrent liabilities 102,362 109,120
---------- ----------
635,848 654,640
---------- ----------
SHAREHOLDERS' EQUITY
Preferred stock--$1 par value,
1,825,000 shares authorized,
797,000 shares of $5 cumulative
convertible stock issued at
September 30, 1997 and
December 31, 1996 (involuntary
liquidation value--$25,393 at
September 30, 1997) 797 797
Class A common stock--no par value,
25,000,000 shares authorized,
7,188,000 shares issued at
September 30, 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
September 30, 1997 and
December 31, 1996 3,727 3,727
Capital in excess of par value 283,337 285,912
Cumulative translation adjustment (7,341) 10,512
Retained earnings 376,810 366,369
---------- ----------
664,518 674,505
Less: Cost of treasury stock 77,665 83,729
---------- ----------
Total shareholders' equity 586,853 590,776
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS'
equity $1,590,861 $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 SEPTEMBER 30, 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 - - - - 12,729 --
Stock grants forfeited - - - 46 - - (71)
Stock options exercised - - - (2,621) - - 5,986
Amortization of restricted
stock grant - - - - - - 149
Foreign currency translation
adjustment - - - - (17,853) - -
Cash dividends:
Preferred - $2.50 per share - - - - - (2,288) -
------ ------ ------ -------- ------- -------- --------
Balance at September 30, 1997 $ 797 $7,188 $3,727 $283,337 $(7,341) $376,810 $(77,665)
====== ====== ====== ======== ======= ======== ========
<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,
-------------------
1997 1996
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income before income taxes $ 31,129 $ 4,311
Adjustments to reconcile income to net
cash provided by operating activities:
Depreciation and amortization 64,521 68,858
Gain on sale of assets, net (1,954) (9,024)
Provision for losses on receivables 7,464 2,914
Equity in income of unconsolidated joint ventures (1,523) (2,226)
Other items not requiring (providing) cash (2,596) 136
Changes in operating assets and liabilities,
net of businesses purchased:
Receivables (15,609) 2,282
Inventories (13,343) 17,211
Other current assets (1,372) 15,862
Accounts payable and accrued expenses 32,638 11,518
Other noncurrent liabilities (7,498) (20,102)
-------- --------
Net cash provided by continuing operations
before income taxes 91,857 91,740
Net cash provided by discontinued
operations before income taxes 3,900 4,108
Income taxes paid, net (15,160) (8,475)
-------- --------
Net cash provided by operating activities 80,597 87,373
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Businesses purchased (35,991) -
Short-term investments (25,000) -
Purchase of property, plant and equipment (47,741) (34,726)
Sale of property, plant and equipment 6,995 14,231
Other investing activities (693) 1,887
-------- --------
Net cash used for investing activities (102,430) (18,608)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt 17,297 629
Payments of debt (16,562) (15,766)
Early retirement of debt - (26,048)
Dividends paid (2,288) (2,346)
Purchase of treasury stock - (1,680)
Proceeds from exercise of stock options 2,870 1,003
-------- --------
Net cash provided by (used for)
financing activities 1,317 (44,208)
-------- --------
Effect of exchange rate changes on cash
and cash equivalents (3,306) 835
-------- --------
Net increase (decrease) in cash and cash equivalents (23,822) 25,392
Cash and cash equivalents at beginning of period 92,079 62,667
-------- --------
Cash and cash equivalents at end of period $ 68,257 $ 88,059
======== ========
<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, 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.
As of December 31, 1996, the Company's non-contract
inventories were valued primarily on a first-in, first-out (FIFO)
basis. During the third quarter of 1997, the Company changed its
basis of those inventories formerly valued using the LIFO method
to the FIFO method to conform all non-contract inventories to the
same method of valuation. The accounting change, which was
immaterial, was recorded as a reduction of cost of sales in the
third quarter of 1997 and previously reported results of
operations were not restated.
The 1997 acquisitions of Sedgefield Chemicals and TEC
Systems have been accounted for as purchases; accordingly,
operating results are included in the Consolidated Statement of
Income from the dates of purchase. Pro forma combined results of
operations giving effect to these purchases would not vary
materially from historical results. The aggregate purchase price
allocated to the assets purchased and liabilities assumed in
these transactions is based upon preliminary estimates of their
fair values; accordingly, such allocations are subject to
revision.
<PAGE>
NOTE 1 - BASIS OF PRESENTATION (con't)
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 the accounting change in the
valuation of Company's non-contract inventories recorded during
the third quarter of 1997, 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, 1997 are not necessarily indicative of the results
to be expected for the full year.
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
dividends on cumulative convertible preferred stock, by the
weighted average number of shares of common and common equivalent
shares outstanding during the periods. These computations were
based on 10,004,000 and 10,050,000 shares for the nine and three
month periods in 1997, respectively, and 9,872,000 and 9,881,000
shares for the nine and three month periods in 1996,
respectively.
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 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
<PAGE>
NOTE 2 - EARNINGS (LOSS) PER SHARE (con't)
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 September 30, 1997, the $25.0 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.
NOTE 4 - INVENTORIES
The inventory amounts at September 30, 1997 and December 31,
1996 were as follows:
<TABLE>
<CAPTION>
(Thousands of Dollars)
(Unaudited)
September 30, 1997 December 31, 1996
------------------ -----------------
<S> <C> <C>
Finished Goods $ 67,601 $ 61,276
Work in process 91,333 71,583
Raw materials 94,016 89,254
Long-term contract costs 10,975 8,275
Customer Deposits (14,987) (6,890)
-------- --------
$248,938 $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 action
commenced on July 11, 1995 by United Technologies Corporation
(UTC), through its Pratt & Whitney division against Chromalloy in
the United States District Court for the District of Delaware.
The complaint seeks unspecified monetary damages (including
treble damages and attorneys fees 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 property. Chromalloy's answer
denies UTC's claims, and Chromalloy's counterclaims against UTC
seek monetary damages, declaratory and injunctive relief based on
UTC's breaches of license agreements, failure to return royalty
overpayments, patent invalidity, and patent misuse. On May 1,
1997, the United States District 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. Following the Court's rulings, the
parties resolved the issues scheduled for a May 27, 1997 trial by
entering into a series of agreements. The most significant of
these agreements related to certain repairs UTC had claimed
Chromalloy was not authorized to perform and for which UTC had
brought claims of patent and trademark infringement and unfair
competition. As part of the agreement to settle these claims,
the UTC claims were dismissed with prejudice, and UTC recognized
Chromalloy's license to perform the repairs. As part of
resolving these claims, Chromalloy agreed to pay UTC royalties,
which resulted in a payment, after taking into account offsetting
credits that UTC owed to Chromalloy, of $1,200,000 to UTC on July
3, 1997. This payment was charged to accruals previously
established for this purpose. Additional claims, which were set
for trial in early November, also have been resolved by the
parties. The monetary impact on Chromalloy of those claims is
not yet finally determined, but is expected to be well below the
July settlement and the payment will be charged to accruals set
up for this purpose. A December trial date has been set for some
of Chromalloy's breach of contract claims against UTC. A July
1998 trial date has been set for additional claims by UTC against
Chromalloy. 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.
<PAGE>
ITEM 1 - LEGAL PROCEEDINGS (con't)
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. Post-trial motions were heard on January 24,
1997. On May 19, 1997, the Court denied Chromalloy's request for
injunctive relief and refused to award UTC any relief on its
counterclaims. Chromalloy is appealing the denial of injunctive
relief to the Fourth Court of Appeals in Bexar County, Texas and
believes there are ample grounds for an appeal.
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
motion, UTC agreed to dismiss one of the counterclaims. The
motion to dismiss the remaining counterclaim was granted on
September 29, 1997. 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
<PAGE>
ITEM 1 - LEGAL PROCEEDINGS (con't)
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.
<PAGE>
<PAGE>
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
nine-month and three-month periods ended
September 30, 1997 and 1996.
18.1 Accountants letter regarding change in
accounting principle.
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, 1997.<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, 1997
<PAGE>
<TABLE>
EXHIBIT 11.1
SEQUA CORPORATION
CALCULATION OF PRIMARY AND FULLY DILUTED EARNINGS (LOSS) PER SHARE
<CAPTION>
(Unaudited)
For the Nine Months
Ended September 30,
------------------
1997 1996
---- ----
<S> <C> <C>
PRIMARY
Earnings (loss)
Income (loss) before extraordinary item $ 12,729 $ (2,289)
Preferred stock dividend requirements (2,288) (2,346)
-------- --------
Income (loss) applicable to common stock
before extraordinary item 10,441 (4,635)
Extraordinary loss on early retirement
of debt - (369)
-------- --------
Net income (loss) applicable to common stock $ 10,441 $ (5,004)
======== ========
Shares
Weighted average common shares outstanding 10,004 9,872
======== ========
Primary earnings (loss) per common share
Income (loss) before extraordinary item $ 1.04 $ (.47)
Extraordinary loss on early retirement
of debt - (.04)
-------- --------
Net income (loss) $ 1.04 $ (.51)
======== ========
SHARES
------
Weighted average common shares outstanding 9,956 9,872
Common shares issuable in respect to common
stock equivalents, with a dilutive effect 48 -
-------- --------
Common and common equivalent shares 10,004 9,872
======== ========
* FULLY DILUTED
-------------
Earnings (loss)
Income (loss) before extraordinary item $ 12,729 $ (2,289)
Extraordinary loss on early retirement
of debt - (369)
-------- --------
Net income (loss) $ 12,729 $ (2,658)
======== ========
Shares
Fully diluted common and equivalent shares 10,824 10,679
======== ========
Fully diluted earnings (loss) per common share
Income (loss) before extraordinary item $ 1.18 $ (.21)
Extraordinary loss on early retirement
of debt - (.04)
-------- --------
Net income (loss) $ 1.18 $ (.25)
======== ========
SHARES
------
Weighted average common shares outstanding 9,956 9,872
Preferred stock assumed to be converted 807 807
Common shares issuable in respect to common
stock equivalents, with a dilutive effect 61 -
-------- --------
Fully diluted common and equivalent shares 10,824 10,679
======== ========
<FN>
(*)The 1997 and 1996 fully diluted earnings (loss) per share calculations are
anti-dilutive; therefore, fully diluted earnings (loss) per share have not been
presented in the Consolidated Statement of Income.
/TABLE
<PAGE>
<PAGE>
<TABLE>
EXHIBIT 11.1
SEQUA CORPORATION
CALCULATION OF PRIMARY AND FULLY DILUTED EARNINGS (LOSS) PER SHARE
<CAPTION>
(Unaudited)
For the Three Months
Ended September 30,
------------------
1997 1996
---- ----
<S> <C> <C>
PRIMARY
Earnings
Net income before extraordinary item $ 6,649 $ 2,849
Preferred stock dividend requirements (763) (763)
-------- --------
Net income applicable to common stock
before extraordinary item 5,886 2,086
Extraordinary loss on early retirement
of debt - (369)
-------- --------
Net income applicable to common stock $ 5,886 $ 1,717
======== ========
Shares
Weighted average common shares outstanding 10,050 9,881
======== ========
Primary earnings (loss) per common share
Income before extraordinary item $ .58 $ .21
Extraordinary loss on early retirement
of debt - (.04)
-------- --------
Net income $ .58 $ .17
======== ========
SHARES
------
Weighted average common shares outstanding 9,984 9,881
Common shares issuable in respect to common
stock equivalents, with a dilutive effect 66 -
-------- --------
Common and common equivalent shares 10,050 9,881
======== ========
* FULLY DILUTED
-------------
Earnings
Net income before extraordinary item $ 6,649 $ 2,849
Extraordinary loss on early retirement
of debt - (369)
-------- --------
Net income $ 6,649 $ 2,480
======== ========
Shares
Fully diluted common and equivalent shares 10,857 10,688
======== ========
Fully diluted income (loss) per common share
Income before extraordinary item $ .61 $ .27
Extraordinary loss on early retirement
of debt - (.04)
-------- --------
Net income $ .61 $ .23
======== ========
SHARES
------
Weighted average common shares outstanding 9,984 9,881
Preferred stock assumed to be converted 807 807
Common shares issuable in respect to common
stock equivalents, with a dilutive effect 66
-------- --------
Fully diluted common and equivalent shares 10,857 10,688
======== ========
<FN>
* The 1997 and 1996 fully diluted earnings (loss) per share calculations
are anti-dilutive; therefore, fully diluted earnings (loss) 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-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 68,257
<SECURITIES> 25,000
<RECEIVABLES> 327,558
<ALLOWANCES> 18,999
<INVENTORY> 248,938
<CURRENT-ASSETS> 675,578
<PP&E> 1,078,438
<DEPRECIATION> 621,529
<TOTAL-ASSETS> 1,590,861
<CURRENT-LIABILITIES> 368,160
<BONDS> 510,229
0
797
<COMMON> 10,915
<OTHER-SE> 575,141
<TOTAL-LIABILITY-AND-EQUITY> 1,590,861
<SALES> 1,158,119
<TOTAL-REVENUES> 1,158,119
<CGS> 934,666
<TOTAL-COSTS> 1,096,476
<OTHER-EXPENSES> (7,283)
<LOSS-PROVISION> 7,464
<INTEREST-EXPENSE> 37,797
<INCOME-PRETAX> 31,129
<INCOME-TAX> 18,400
<INCOME-CONTINUING> 12,729
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,729
<EPS-PRIMARY> 1.04
<EPS-DILUTED> 1.18
</TABLE>
<PAGE>
EXHIBIT 18.1
November 12, 1997
Sequa Corporation
Three University Plaza
Hackensack, New Jersey 07601
Re: Form 10-Q Report for the quarter ended September 30, 1997
Gentlemen:
This letter is written to meet the requirements of Regulation S-K
calling for a letter from a registrant's independent accountants
whenever there has been a change in accounting principle or
practice.
We have been informed that, as of July 1, 1997, the Company
changed from the last-in, first-out ("LIFO") method of accounting
for certain inventories to the first-in, first-out method.
According to the management of the Company, this change was made
to conform all non-contract inventories to the same method of
valuation and to reduce the costs incurred in administering the
current LIFO system. The accounting change had an immaterial
impact on the financial position and results of operations of the
Company.
A complete coordinated set of financial and reporting standards
for determining the preferability of accounting principles among
acceptable alternative principles has not been established by the
accounting profession. Thus, we cannot make an objective
determination of whether the change in accounting described in
the preceding paragraph is to a preferable method. However, we
have reviewed the pertinent factors, including those related to
financial reporting, in this particular case on a subjective
basis, and our opinion stated below is based on our determination
made in this manner.
We are of the opinion that the Company's change in method of
accounting is to an acceptable alternative method of accounting,
which, based upon the reasons stated for the change and our
discussions with you, is also preferable under the circumstances
in this particular case. In arriving at this opinion, we have
relied on the business judgment and business planning of your
management.
We have not audited the application of this change to the
financial statements of any period subsequent to December 31,
1996. Further, we have not examined and do not express any
opinion with respect to your financial statements for the nine
months ended September 30, 1997.
Very truly yours,
ARTHUR ANDERSEN LLP
