<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 June 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 July 31, 1997
----- ----------------------------
Class A Common Stock, no par value 6,649,226
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 Six Months For the Three Months
Ended June 30, Ended June 30,
------------------- -------------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
SALES $766,786 $710,562 $393,458 $361,436
COSTS AND EXPENSES
Cost of sales 620,928 572,437 317,319 288,565
Selling, general and
administrative 107,574 114,982 52,244 59,850
-------- -------- -------- --------
728,502 687,419 369,563 348,415
-------- -------- -------- ---------
OPERATING INCOME 38,284 23,143 23,895 13,021
OTHER INCOME (EXPENSE)
Interest expense (25,070) (26,383) (12,576) (13,135)
Interest income 2,652 1,957 1,364 917
Equity in income of
unconsolidated joint ventures 2,145 2,277 524 985
Other, net 139 168 918 1,777
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES 18,150 1,162 14,125 3,565
Income tax provision (12,070) (6,300) (9,570) (4,950)
-------- -------- -------- --------
NET INCOME (LOSS) 6,080 (5,138) 4,555 (1,385)
Preferred dividends (1,525 (1,583) (762) (792)
-------- -------- -------- --------
NET INCOME (LOSS) APPLICABLE
TO COMMON STOCK $ 4,555 $ (6,721) $ 3,793 $ (2,177)
======== ======== ======== ========
EARNINGS (LOSS) PER SHARE $ .46 $ (.68) $ .38 $ (.22)
======== ======== ======== ========
DIVIDENDS DECLARED PER SHARE
Preferred $ 2.50 $ 2.50 $ 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 $432.3 $383.5 $24.2 $ 1.2
Machinery & Metal Coatings 157.0 166.2 9.1 11.6
Specialty Chemicals 106.9 113.7 11.7 19.3
Other Products 70.6 47.2 7.9 5.6
Corporate - - (14.6) (14.6)
----- ----- ----- -----
TOTAL $766.8 $710.6 $38.3 $23.1
====== ====== ===== =====
</TABLE>
<TABLE>
<CAPTION>
Sales Operating Income
Second Quarter Second Quarter
-------------- ---------------
1997 1996 1997 1996
---- ---- ---- ----
<S> <C> <C> <C> <C>
Aerospace $220.9 $194.5 $14.0 $ 1.1
Machinery & Metal Coatings 84.9 86.7 6.7 7.4
Specialty Chemicals 54.1 55.3 6.6 8.8
Other Products 33.6 24.9 3.6 3.4
Corporate - - (7.0) (7.7)
----- ----- ----- -----
TOTAL $393.5 $361.4 $23.9 $13.0
====== ====== ===== =====
</TABLE>
<PAGE>
Sales
- -----
Overall sales increased 8% in the six months and 9% in the
second quarter. Increases in both periods were primarily driven
by improvements at the two businesses in the Aerospace segment,
and by advances at the metal coatings and lid manufacturing
units, as well as by the January 1997 recontinuance of the men's
apparel unit. These advances were partially offset by declines
at the can machinery, auxiliary press equipment and overseas
chemicals units.
Sales of the Aerospace segment advanced 13% in the six
months and 14% in the second quarter, with the two units in the
segment ahead for both periods. At Gas Turbine, sales of both
the repair and OEM units moved higher, a reflection of the strong
demand generated by the international airline industry. Although
management currently anticipates that the upward sales trend of
Gas Turbine will continue in the third quarter, competition from
the engine manufacturers for aftermarket repair business remains
intense. At the ARC Propulsion unit, sales in each of the three
major product areas - - solid rocket motors, liquid rocket motors
and airbag components - - were ahead in both periods.
Sales of the Machinery and Metal Coatings segment declined
6% in the six months and 2% in the second quarter, as advances in
the metal coatings unit were more than offset by declines in the
can machinery and auxiliary press equipment operations. Higher
sales of the metal coatings division in both periods, reflect
strong demand in each of the unit's major markets: building
products, containers and other manufactured products. Sales of
the can machinery unit declined due to an industry-wide slowdown
in the rate of equipment installation. Resulting lower sales of
can decorating equipment were partially offset by higher sales of
can forming equipment, which were generated by an increase in
market share. Sales of each of the product lines of the
auxiliary press equipment unit decreased in both periods and the
decline in local currency results was exacerbated by the decline
of the French franc against the U.S. dollar. Reported sales for
this unit can be expected to increase once the Company completes
the pending acquisition of TEC Systems, a leading manufacturer of
dryers and environmental control equipment for paper, printing
and other industrial application. The transaction is subject to
regulatory approval, and is expected to be concluded in the
second half of 1997.
Sales of the Specialty Chemicals segment declined 6% in the
six months and 2% 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 and to a
<PAGE>
Sales (con't)
- -----
change in the order pattern at a large customer, which affected
both periods. Sales of the domestic chemicals unit were higher
in both periods primarily due to the inclusion of Sedgefield
Chemicals, which was acquired in late May. Without the
Sedgefield business, sales were ahead for the second quarter of
1997, and marginally lower for the six months.
Sales of the Other Products segment increased 50% for the
six months and 35% for the second quarter. The increases reflect
the recontinuance of the men's apparel unit in January 1997 and
higher sales at the can lid unit for both periods. The
automotive unit recorded a year-to-date advance and a small
decline in sales for the second quarter, while revenues of the
real estate unit were down in both periods. The year-to-date
advance at the automotive products unit was derived from higher
domestic and international OEM sales of lighters and power
outlets. Sales declined in the second quarter due to the impact
of work stoppages at customer facilities. Sales of the can lid
unit increased sharply in both periods, with strong advances in
both domestic and export sales. The real estate unit recorded
lower revenues in both periods, primarily as a result of the mid-
1996 sale of its largest property.
Operating Income
- ----------------
Overall operating income increased 65% in the six months and
84% in the second quarter, driven primarily by the improvements
at the Gas Turbine unit.
Operating income in the Aerospace segment improved
substantially in both periods, though advances at the Gas Turbine
operation were tempered by modest declines at the ARC propulsion
unit. Gas Turbine reported profits in the 1997 periods and
losses in the 1996 periods, benefitting from several key factors:
lower legal costs in connection with litigation involving the
Pratt & Whitney division of United Technologies; improved
profitability at operations serving both the OEM and repair
sectors; and the favorable settlement of a dispute with the
Egyptian government. Legal costs related to the Pratt & Whitney
litigation amounted to $5.6 million and $2.5 million in the six
months and second quarter of 1997, respectively, and $13.7
million and $8.5 million in the comparable periods of 1996. The
improvement in the OEM sector results primarily reflects
significantly higher sales to the engine makers, as well as 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. In May
1997, Chromalloy received a payment from the government of Egypt
in final settlement of a longstanding dispute. This resulted in
<PAGE>
Operating Income (con't)
- ----------------
operating profit of $2.7 million being recorded in the second
quarter (see PART II Item 1 - LEGAL PROCEEDINGS for further
details). Management expects continued favorable income
comparisons for the Gas Turbine unit in the third quarter. At
the ARC propulsion unit, the decline in profits for both periods
primarily reflects the impact of start-up costs on several new
programs for automotive airbags and cost overruns on a government
program. These costs more than offset the benefits of increased
sales and lower administrative expense in both periods.
Operating income in the Machinery and Metal Coatings segment
declined 22% for the six months and 9% in the three months. For
the six months, operating income reflects an advance at the metal
coatings unit more than offset by a decline at the can machinery
unit, and continued losses at the auxiliary press equipment unit.
For the second quarter, improvements at the metal coatings
division and lower losses at the auxiliary press equipment unit
were more than offset by a decline at the can machinery unit. In
both periods, profits at the metal coatings unit advanced in line
with higher sales levels. Can machinery profits declined in both
periods primarily due to lower sales and higher warranty costs.
At the auxiliary press equipment unit, local currency losses for
the six months increased primarily due to lower sales, while
second quarter losses were modestly lower chiefly due to improved
margins. Both periods benefitted significantly from the
translation of local currency results to U.S. dollars.
Operating income in the Specialty Chemicals segment declined
39% in the six months and 25% in the second quarter, with the
results of the two chemical units in the segment lower for both
periods. At the overseas unit, the reductions stem primarily
from the sustained strength of the British pound sterling against
other European currencies, since this unit exports the major
portion of its products into Europe. If the pound sterling
remains near its early August level, management expects profits
for the second half will be lower than for the first six months,
and significantly below the comparable prior year. At the
domestic unit, the six-month decline primarily reflects the
absence of a favorable legal settlement in the first quarter of
1996 and slightly lower margins. The second quarter results
reflect slightly lower margins, partially offset by profits
contributed by a recently acquired business.
Operating income in the Other Products segment increased 41%
in the six months and 6% in the second quarter. While both
periods benefitted from the recontinuance of the men's apparel
unit, the results of this operation are seasonal, with the first
quarter typically the strongest of the year. The automotive
products unit registered declines in both periods, primarily due
to lower margins, compounded in the second quarter by lower
<PAGE>
Operating Income (con't)
- ----------------
sales. Results of the can lid unit primarily reflect the benefit
of higher sales. Results of the real estate unit were down
sharply in both periods, primarily a reflection of the Company's
success in selling off excess properties not used by its
manufacturing businesses.
Other, Net
- ----------
In the second quarter of 1997, Other, net included a $1.3
million gain from the sale of real estate. In the second quarter
of 1996, Other, net included $3.0 million of income from a
settlement with the counterparty to interest-rate derivative
transactions entered into in prior years. Other, net also
included charges for the amortization of capitalized debt costs
of $0.8 million and $1.1 million in the six-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 six-month period of 1997 were based upon
estimated annual pre-tax foreign and domestic earnings. For
the six-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, 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. 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 second quarters of 1997 and 1996 represent
the difference between the year-to-date tax provisions recorded
as of June 30, 1997 and 1996 and the amounts reported for the
first quarters of 1997 and 1996.
Liquidity
- ---------
Management anticipates that cash flow from operations,
proceeds from the divestiture of assets, the $105.3 million of
credit available at August 1, 1997 under the 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 $73.6 million of cash and cash equivalents
on hand at June 30, 1997 will be more than sufficient to fund
the Company's operations for the foreseeable future.
<PAGE>
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 June 30, 1997 was $362.9
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.
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 $13 million to $34 million. At June
30, 1997, the Company's balance sheet includes accruals for
remediation costs of $30.2 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 $12 million during 1997 and between $6 million
and $8 million during 1998. Actual remedial expenditures for
the first six months of 1997 were approximately $4.5 million.
<PAGE>
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 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 material countries in which it
holds assets and reports revenues, and its major customers.
<PAGE>
Other Information (con't)
- -----------------
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 than that previously disclosed by
the Company in its annual and quarterly reports issued to
shareholders.<PAGE>
<PAGE>
<TABLE>
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Amounts in thousands)
ASSETS
<CAPTION>
(Unaudited)
June 30, December 31,
1997 1996
------------ -----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 73,587 $ 92,079
Short-term investments 25,000 -
Trade receivables (less allowances of
$13,018 and $12,992) 267,712 248,835
Unbilled receivables (less allowances
of $1,781 and $2,587) 27,094 26,771
Inventories 234,901 223,498
Other current assets 18,261 20,994
---------- ----------
Total current assets 646,555 612,177
---------- ----------
INVESTMENTS
Net assets of discontinued operations 114,655 130,193
Other investments 20,761 20,492
---------- ----------
135,416 150,685
---------- ----------
PROPERTY, PLANT AND EQUIPMENT, NET 460,725 457,511
---------- ----------
OTHER ASSETS
Excess of cost over net assets of
companies acquired 307,456 307,952
Deferred charges and other 18,951 19,837
---------- ----------
326,407 327,789
---------- ----------
TOTAL ASSETS $1,569,103 $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)
June 30, December 31,
1997 1996
---------- -----------
<S> <C> <C>
CURRENT LIABILITIES
Current maturities of long-term
debt $ 37,623 $ 2,859
Accounts payable 119,194 109,115
Taxes on income 42,343 40,391
Accrued expenses 151,253 150,381
---------- ----------
Total current liabilities 350,413 302,746
---------- ----------
NONCURRENT LIABILITIES
Long-term debt 510,560 531,868
Deferred taxes on income 20,344 13,652
Other noncurrent liabilities 100,909 109,120
---------- ----------
631,813 654,640
---------- ----------
SHAREHOLDERS' EQUITY
Preferred stock--$1 par value,
1,825,000 shares authorized,
797,000 shares of $5 cumulative
convertible stock issued at June 30,
1997 and December 31, 1996 (involuntary
liquidation value--$25,393 at
June 30, 1997) 797 797
Class A common stock--no par value,
25,000,000 shares authorized,
7,188,000 shares issued at June 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 June 30,
1997 and December 31, 1996 3,727 3,727
Capital in excess of par value 283,954 285,912
Cumulative translation adjustment (516) 10,512
Retained earnings 370,924 366,369
---------- ----------
666,074 674,505
Less: Cost of treasury stock 79,197 83,729
---------- ----------
Total shareholders' equity 586,877 590,776
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $1,569,103 $1,548,162
========== ===========
<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, 1996 AND PERIOD ENDED JUNE 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 - - - - 6,080 --
Stock grants forfeited - - - 46 - - (71)
Stock options exercised - - - (2,004) - - 4,502
Amortization of restricted
stock grant - - - - - - 101
Foreign currency translation
adjustment - - - - (11,028) - -
Cash dividends:
Preferred - $2.50 per share - - - - - (1,525) -
------ ------ ------ -------- ------- -------- --------
Balance at June 30, 1997 $ 797 $7,188 $3,727 $283,954 $ (516) $370,924 $(79,197)
====== ====== ====== ======== ======= ======== ========
<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 Six Months
Ended June 30,
------------------
1997 1996
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income before income taxes $ 18,150 $ 1,162
Adjustments to reconcile income to net
cash provided by operating activities:
Depreciation and amortization 43,265 45,854
Provision for losses on receivables 2,862 1,677
Equity in income of unconsolidated
joint ventures (2,145) (2,277)
Other items not requiring (providing) cash (1,075) 208
Changes in operating assets and liabilities,
net of businesses purchased:
Receivables (20,713) (12,229)
Inventories (8,843) 14,705
Other current assets 2,331 5,024
Accounts payable and accrued expenses 13,644 (3,377)
Other noncurrent liabilities (7,989) (9,279)
--------- --------
Net cash provided by continuing operations
before income taxes 39,487 41,468
Net cash provided by discontinued
operations before income taxes 1,665 1,738
Income taxes (paid) refunded, net (3,717 241
-------- --------
Net cash provided by operating activities 37,435 43,447
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Businesses purchased (17,256) -
Short-term investments (25,000) -
Purchase of property, plant and equipment (32,454) (24,114)
Sale of property, plant and equipment 4,605 1,878
Other investing activities 421 1,291
-------- --------
Net cash used for investing activities (69,684) (20,945)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt 15,000 1,271
Payments of debt (1,240) (15,509)
Dividends paid (1,525) (1,583)
Proceeds from exercise of stock options 2,154 150
-------- --------
Net cash provided by (used for)
financing activities 14,389 (15,671)
-------- --------
Effect of exchange rate changes on cash
and cash equivalents (632) 491
-------- --------
Net increase in cash and cash equivalents (18,492) 7,322
Cash and cash equivalents at beginning of period 92,079 62,667
-------- --------
Cash and cash equivalents at end of period $ 73,587 $ 69,989
======== ========
<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 June 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.
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 six months ended June
30, 1997 are not necessarily indicative of the results to be
expected for the full year.<PAGE>
<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
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 9,988,000 and 10,020,000 shares for the six and three
month periods in 1997, respectively, and 9,867,000 shares for the
six and three month periods in 1996.
Fully diluted earnings (loss) per common share calculations
for the assumed conversion of the cumulative convertible
preferred stock were anti-dilutive in both the six-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
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 June 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
<TABLE>
The inventory amounts at June 30, 1997 and December 31, 1996
were as follows:
<CAPTION>
(Thousands of Dollars)
(Unaudited)
June 30, 1997 December 31, 1996
-------------- -----------------
<S> <C> <C>
Finished Goods $ 67,180 $ 61,276
Work in process 77,870 71,583
Raw materials 87,269 89,254
Long-term contract costs 10,343 8,275
Customer Deposits (7,761) (6,890)
-------- --------
$234,901 $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
final settlement of the claim. The total payments received of
$20,100,000 exceeded the related net assets included in the
Company's Consolidated Balance Sheet by $2,678,000. Accordingly,
the excess payments were included in operating income during the
second quarter of 1997.
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
<PAGE>
ITEM 1 - LEGAL PROCEEDINGS (con't)
-----------------
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
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. 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
unauthorized 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. In return for the license recognition,
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 setup for this
purpose. The remaining issues in this case have not yet been
scheduled for trial. 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.
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. After hearing post-trial motions on January 24,
1997, the Court denied, on May 19, 1997, 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.
<PAGE>
ITEM 1 - LEGAL PROCEEDINGS (con't)
-----------------
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 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.
<PAGE>
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
---------------------------------------------------
The Annual Meeting of Stockholders of Sequa Corporation was held
on May 8, 1997, for the purpose of electing directors and
approving the appointment of independent public accountants.
Proxies for the meeting were solicited pursuant to Section 14(a)
of the Securities Exchange Act of 1934, and there was no
solicitation in opposition to management's solicitations.
All of management's nominees for directors, as listed in the
proxy statement, were elected with the following vote:
<TABLE>
<CAPTION
Name of Nominee Votes For Votes Withheld
<S> <C> <C>
Norman E. Alexander 38,270,201 278,682
Alvin Dworman 38,275,399 273,484
A. Leon Fergenson 38,268,102 280,781
David S. Gottesman 38,278,473 270,410
Stuart Z. Krinsly 38,269,018 279,865
Donald D. Kummerfeld 38,279,935 268,948
Richard S. LeFrak 38,280,443 268,440
John J. Quicke 38,281,649 267,234
Michael I. Sovern 38,281,257 267,626
Fred R. Sullivan 38,268,931 279,952
Gerald Tsai, Jr. 38,280,005 268,878
</TABLE>
The appointment of Arthur Andersen LLP as independent public
accountants was approved by the following vote:
Votes For Votes Against Votes Abstaining
38,515,873 15,620 17,390
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
six-month and three-month periods ended June
30, 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 June 30, 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
August 14, 1997
<PAGE>
<TABLE>
EXHIBIT 11.1
SEQUA CORPORATION
CALCULATION OF PRIMARY AND FULLY DILUTED EARNINGS (LOSS) PER SHARE
(Amounts in thousands, except earnings per share)
<CAPTION>
(Unaudited)
For the Six Months
Ended June 30 ,
-----------------
1997 1996
---- ----
<S> <C> <C>
PRIMARY
-------
Earnings (loss)
Net income (loss) $ 6,080 $ (5,138)
Preferred stock dividends (1,525) (1,583)
-------- --------
Net income (loss) applicable to common
shareholders $ 4,555 $ (6,721)
======== ========
Shares
Common and common equivalent shares 9,988 9,867
======== ========
Primary earnings (loss) per common share $ .46 $ (.68)
======== ========
SHARES
------
Weighted average common shares outstanding 9,940 9,867
Common shares issuable in respect to common
stock equivalents, with a dilutive effect 48 -
Common and common equivalent shares 9,988 9,867
======== ========
* FULLY DILUTED
-------------
Earnings (loss)
Net income (loss) $ 6,080 $ (5,138)
======== ========
Shares
Common and common equivalent shares 10,820 10,705
======== ========
Fully diluted earnings (loss)
per common share $ .56 $ (.48)
======== ========
SHARES
------
Weighted average common shares outstanding 9,940 9,867
Preferred stock assumed to be converted 807 838
Common shares issuable in respect to common
stock equivalents, with a dilutive effect 73 -
-------- --------
Common and common equivalent shares 10,820 10,705
======== ========
<FN>
(*)The 1997 and 1996 fully diluted earnings (loss) per share calculations are
anti-dilutive; therefore, fully diluted losses per share have not been
presented in the Consolidated Statement of Income.
</TABLE>
<PAGE>
<TABLE>
EXHIBIT 11.1
SEQUA CORPORATION
CALCULATION OF PRIMARY AND FULLY DILUTED EARNINGS (LOSS) PER SHARE
(Amounts in thousands, except earnings per share)
<CAPTION>
(Unaudited)
For the Three Months
Ended June 30 ,
-----------------
1997 1996
---- ----
<S> <C> <C>
PRIMARY
Earnings (loss)
Net income (loss) $ 4,555 $ (1,385)
Preferred stock dividends (762) (792)
-------- --------
Net income (loss) applicable to common
shareholders $ 3,793 $ (2,177)
======== ========
Shares
Common and common equivalent shares 10,020 9,867
======== ========
Primary earnings (loss) per common share $ .38 $ (.22)
======== ========
SHARES
------
Weighted average common shares outstanding 9,963 9,867
Common shares issuable in respect to common
stock equivalents, with a dilutive effect 57 -
-------- --------
Common and common equivalent shares 10,020 9,867
======== ========
* FULLY DILUTED
-------------
Earnings (loss)
Net income (loss) $ 4,555 $ (1,385)
======== ========
Shares
Common and common equivalent shares 10,843 10,705
======== ========
Fully diluted earnings (loss)
per common share $ .42 $ (.13)
======== ========
SHARES
------
Weighted average common shares outstanding 9,963 9,867
Preferred stock assumed to be converted 807 838
Common shares issuable in respect to common
stock equivalents, with a dilutive effect 73 -
-------- --------
Common and common equivalent shares 10,843 10,705
======== ========
<FN>
(*)The 1997 and 1996 fully diluted earnings (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> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 73,587
<SECURITIES> 25,000
<RECEIVABLES> 309,605
<ALLOWANCES> 14,799
<INVENTORY> 234,901
<CURRENT-ASSETS> 646,555
<PP&E> 1,077,094
<DEPRECIATION> 616,369
<TOTAL-ASSETS> 1,569,103
<CURRENT-LIABILITIES> 350,413
<BONDS> 510,560
0
797
<COMMON> 10,915
<OTHER-SE> 575,165
<TOTAL-LIABILITY-AND-EQUITY> 1,569,103
<SALES> 766,786
<TOTAL-REVENUES> 766,786
<CGS> 620,928
<TOTAL-COSTS> 728,502
<OTHER-EXPENSES> (4,936)
<LOSS-PROVISION> 2,862
<INTEREST-EXPENSE> 25,070
<INCOME-PRETAX> 18,150
<INCOME-TAX> 12,070
<INCOME-CONTINUING> 6,080
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,080
<EPS-PRIMARY> 0.46
<EPS-DILUTED> 0.56
</TABLE>
