<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 March 31, 1998
---------------------------------
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 April 30, 1998
----- -----------------------------
Class A Common Stock, no par value 6,977,294
Class B Common Stock, no par value 3,329,780
<PAGE>
<TABLE>
PART I - FINANCIAL INFORMATION
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(Amounts in thousands, except per share)
(Unaudited)
<CAPTION>
For the Three Months
Ended March 31,
--------------------
1998 1997
---- ----
<S> <C> <C>
SALES $439,853 $373,328
-------- --------
COSTS AND EXPENSES
Cost of sales 352,839 303,609
Selling, general and
administrative 62,247 55,330
-------- --------
415,086 358,939
-------- --------
OPERATING INCOME 24,767 14,389
OTHER INCOME (EXPENSE)
Interest expense (12,688) (12,494)
Interest income 1,218 1,288
Equity in income (loss) of
unconsolidated joint
ventures (323) 1,621
Other, net 144 (779)
-------- --------
INCOME BEFORE INCOME TAXES 13,118 4,025
Income tax provision (8,300) (2,500)
-------- --------
NET INCOME 4,818 1,525
Preferred dividends (625) (763)
-------- --------
NET INCOME AVAILABLE
TO COMMON STOCKHOLDERS $ 4,193 $ 762
======== ========
EARNINGS PER SHARE
Basic $ .42 $ .08
Diluted $ .41 $ .08
DIVIDENDS DECLARED PER SHARE
Preferred $ 1.25 $ 1.25
<FN>
The accompanying notes are an integral part of the financial
statements.
</TABLE>
<PAGE>
<TABLE>
SEQUA CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS
Of Financial Condition and Results of Operations
------------------------------------------------
SUMMARY BUSINESS SEGMENT DATA (in millions)
- -------------------------------------------
<CAPTION>
Operating
Sales Income
-------------- --------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Aerospace $260.3 $211.4 $21.7 $10.2
Machinery & Metal Coatings 91.8 72.1 .8 2.4
Specialty Chemicals 57.2 52.8 5.5 5.1
Other Products 30.5 37.0 4.4 4.3
Corporate - - (7.6) (7.6)
----- ----- ----- -----
TOTAL $439.8 $373.3 $24.8 $14.4
====== ====== ===== =====
</TABLE>
Sales
- -----
Sales advanced 18% in the first quarter of 1998. The
advance primarily resulted from acquisitions made in 1997 and
early 1998 and from a 14% increase in Gas Turbine sales,
partially offset by the effect of the December 1997 divestiture
of the Northern Can Systems unit.
Sales of the Aerospace segment were up 23% in the first
quarter of 1998, with both units posting advances. At the Gas
Turbine unit, both OEM and repair sales advanced, a reflection of
the continuing strong demand in the government and commercial
sectors of the industry. Sales to the original equipment
manufacturers were particularly strong in the first quarter of
1998. The rising sales pattern at Gas Turbine is expected to
continue in the second quarter, although competition from the
engine manufacturers for aftermarket repair business remains
intense. Sales of the ARC propulsion unit were more than 60%
ahead of first quarter 1997 levels, due to both the inclusion of
the airbag inflator business and advances in solid and liquid
propellant rocket motors. On January 27, 1998, ARC purchased its
partner's 50% interest in BAICO, an airbag inflator joint
venture, and now owns 100% of this operation. Beginning on
January 28, 1998, results of BAICO, renamed Atlantic Research
Automotive Products Group, are being reported on a consolidated
basis, and the sales of airbag inflators to automotive industry
customers are included in sales of ARC. In the past only sales
of energetic components to the joint venture were consolidated.
As a result of the changed composition of ARC propulsion, sales
<PAGE>
Sales (con't)
- -----
of this unit are expected to be significantly higher in each of
the next three quarters.
Sales of the Machinery and Metal Coatings segment increased
27% in the first quarter, primarily due to the sales added by the
third quarter 1997 acquisition of the TEC Systems unit of W.R.
Grace. Sales of the metal coatings unit advanced 1%, with a
significant sales mix shift offsetting a small volume decline.
Sales in the building products and container product lines
declined, while sales in the manufactured products line were up.
At the Can Machinery unit, sales declined in the first quarter, a
reflection of the ongoing cyclical downturn in the worldwide
container equipment industry and continued uncertainty in Asian
markets. Recovery in the global container equipment market is
not expected this year. Sales of the MEGTEC business, (which was
formed following the 1997 TEC acquisition and its combination
with the Company's existing auxiliary press equipment unit in
France), more than tripled in the first quarter, a reflection of
both the inclusion of the TEC business and increased sales to the
company's traditional press equipment market. MEGTEC's order
backlog for the second and third quarters is also strong.
Sales of the Specialty Chemicals segment advanced 8%,
primarily due to the impact of recent acquisitions at both the
domestic and overseas operations. The overseas unit registered a
modest sales advance, as sales added through the early February
acquisition of an Italian specialty chemical marketing and
distribution operation, more than offset a currency related sales
decline in detergent chemicals. The unit continues to be
pressured by the continued strength of the pound sterling against
other European currencies. Sales at the domestic unit were 20%
ahead of the 1997 first quarter, primarily as a result of sales
added by the May 1997 acquisition of Sedgefield Specialties, a
supplier to the textile market. Excluding the impact of
Sedgefield, all product lines except paper chemicals posted
advances.
Sales of the Other Products segment declined 18% due to the
December 1997 divestiture of the Northern Can Systems unit.
Sales of the remaining two major units in this segment advanced
6%, with both operations posting advances. The automotive
products unit achieved modest sales growth from a strong 1997
base, and the outlook for the remainder of the year is dependent
on the volume and mix of North American car and light truck
production. Sales of the men's apparel unit advanced in the
first quarter of 1998, and based on current backlog, sales for
the second quarter are expected to compare favorably with the
1997 period.
<PAGE>
Operating Income
- ----------------
In the first quarter of 1998, operating income advanced 72%
primarily due to advances by both operations in the Aerospace
segment and to reduced losses at the MEGTEC unit, partially
offset by a profit decline at the metal coatings unit.
Operating income in the Aerospace segment more than doubled
with both units sharply ahead of 1997 levels. At the Gas Turbine
unit, the increase was primarily attributable to the strong sales
advance and to reduced expenses related to litigation with the
Pratt and Whitney division of United Technologies ($1.1 million
in 1998 and $3.1 million in 1997). Profits at the ARC unit were
sharply ahead, with advances at both the automotive airbag
inflator and rocket motor product lines.
Operating income in the Machinery and Metal coatings segment
declined 66% in the first quarter as declines at the metal
coatings and can machinery units more than offset improved
results at the MEGTEC unit. Profits of the metal coatings unit
declined sharply due to an unfavorable sales mix shift, and
higher manufacturing and operating expenses. Management
currently anticipates that overcapacity in the metal coatings
market will continue to exert pressure on profit margins. At the
can machinery unit, the small decline in profits was in line with
the lower sales level. The MEGTEC unit operated at breakeven
before recording a $2.0 million redundancy provision at the
French operation. Even after the provision, this unit recorded a
smaller loss than the $3.0 million loss incurred in the first
quarter of 1997. The improvement reflects significantly higher
sales and the effectiveness of a program to streamline operations
and eliminate duplicate costs at the combined business.
Favorable operating income comparisons are currently expected to
continue at MEGTEC for the balance of 1998.
Operating income in the Specialty Chemicals segment
increased 6%, with both units contributing to the advance. At
the overseas unit a small decline at the detergent chemicals
operation was offset by improved performance at each of the
specialty chemical distribution units and by the acquisition of
the Italian distribution unit which contributed two months of
sales and profits to the 1998 quarter. Despite continued
currency related pressure, the effect on income was mitigated by
significant cost reductions. The profit increase at the domestic
unit reflects the benefits of increased sales.
Operating income in the Other Products segment increased 1%
in 1998 (3% excluding 1997 profits from Northern Can). At the
automotive products unit, profits were on a par with the 1997
first quarter, as the benefits of a modest sales advance were
offset by increased costs. Profits advanced at the men's apparel
unit, primarily due to the benefits of increased sales volume
from the addition of the After Six label. A strong second
quarter is expected for this unit.
<PAGE>
Equity in Income (Loss) of Unconsolidated Joint Ventures
- --------------------------------------------------------
The Company's share of the earnings or losses of the
unconsolidated airbag businesses, BAICO and BAG SpA, was an
equity loss of $0.6 million in 1998 and equity income of $1.2
million in 1997. In January 1998, the Company increased its
ownership in BAICO, the largest of the two airbag businesses, to
100% and operating results of this business have been
consolidated since the date of majority ownership. The Company's
equity share of the earnings of ACT, a joint venture which owns
and operates a ceramic coater for the application of Pratt &
Whitney coatings, was income of $0.5 million in both 1998 and
1997.
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 first quarters of 1998 and 1997 were based upon estimated
annual pre-tax foreign and domestic earnings. 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 eliminate 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.
Liquidity
- ---------
In October 1999, the Company will be required to repay the
remaining $138.5 million principal balance of its 9 5/8% senior
unsecured notes. The Company presently intends to refinance this
debt on a long-term basis in late 1998 or early 1999.
The Company has a potential issue with the Internal Revenue
Service involving the 1989 restructuring of two subsidiaries. At
March 31, 1998, the amount involved, including interest from the
date of the resulting tax refund, was approximately $78 million.
While management believes its tax position in this matter is
appropriate, it has taken the conservative position of providing
reserves to cover an adverse outcome. Management does not
currently anticipate a resolution of this matter in 1998, and
believes that in the event of an unfavorable resolution, the
Company will have sufficient resources available to make any
adjudicated payment.
Management anticipates that cash flow from operations,
proceeds from the divestiture of assets, the $91.1 million of
credit available at May 1, 1998 under the revolving credit
agreement, and the $55.6 million of cash and cash equivalents on
hand at March 31, 1998 will be sufficient to fund the Company's
operations and niche acquisitions for the foreseeable future.
<PAGE>
Backlog
- -------
The businesses of Sequa for which backlogs are significant
are the Turbine Airfoils, Caval Tool, Turbocombuster Technology
and Casting units of Gas Turbine, and the ARC Propulsion
operations of the Aerospace segment; the Can Machinery and MEGTEC
operations of the Machinery and Metal Coatings segment; and the
men's apparel unit of the Other Products segment. The aggregate
dollar amount of backlog in these segments at March 31, 1998 was
$396.5 million ($387.2 million at December 31, 1997). Sales of
the men's apparel unit are seasonal, with stronger sales in the
first six months of the year; accordingly, this unit's backlog is
normally higher at December 31 than at any other time of the
year.
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 $15 million to $32 million. At March 31,
1998, the Company's balance sheet includes accruals for
remediation costs of $27.9 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 $14 million during 1998 and between $6 million and
$8 million during 1999. Actual expenditures for the first three
months of 1998 were approximately $0.7 million.
<PAGE>
Year 2000 Computer Issue
- ------------------------
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 difficulties in the year 2000,
unless they are fixed or replaced. During 1997, the Company
began an internal awareness program to ensure that all its
operating units are attuned to the millennium issue, and
resources are being devoted to identify critical business
processes, to evaluate the extent of the Company's year 2000
issues and to implement required remedial actions.
The Company's operating units primarily utilize purchased
software. The related software maintenance agreements provide
for upgrades which have addressed, or will address the year 2000
issue. The Company's estimate to become year 2000 compliant
includes the entire cost of new software, even if such software
is to be purchased primarily for benefits other than to address
the year 2000 issue. Costs of data processing personnel on staff
are not included in the estimate, but outside consultants are
included. Management currently estimates that the cost of
hardware, software, training, testing and other costs will be
approximately $15 million to $20 million. Approximately 40% of
these costs will be capitalized, with the balance expensed in
1998 and 1999.
The Company anticipates that its year 2000 compliance
program will be completed by mid-1999. Progress toward this goal
will be monitored closely.
Other Information
- -----------------
Statement of Financial Accounting Standards (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 1998 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.
<PAGE>
Other Information (con't)
- -----------------
SFAS No. 132, "Employers' Disclosures about Pensions and
Other Postretirement Benefits" was issued in February 1998. This
statement revises employers' disclosures about pension and other
postretirement benefit plans. It does not change the measurement
or recognition of those plans. This statement standardizes the
disclosure requirements for pensions and other postretirement
benefits, requires additional information on changes in the
benefit obligations and fair values of plan assets, and
eliminates certain disclosures. Restatement of disclosures for
earlier periods is required. This statement is effective for the
Company's financial statements for the year ended December 31,
1998.
Forward-Looking Statements
- --------------------------
This document includes forward-looking statements made under
the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These statements are based on management's
current expectations, estimates and projections that are subject
to risks and uncertainties, including, but not limited to:
political, currency, regulatory, competitive and technological
developments. Consequently, actual results could differ
materially from these forward-looking statements.
<PAGE>
<TABLE>
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Amounts in thousands)
ASSETS
<CAPTION>
(Unaudited)
March 31, December 31,
1998 1997
---------- -----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 55,656 $ 93,743
Short-term investments - 25,000
Trade receivables (less allowances of
$17,390 and $15,816) 318,889 282,602
Unbilled receivables (less allowances
of $2,215 and $2,073) 29,208 27,777
Inventories 257,360 246,449
Other current assets 24,200 20,272
---------- ----------
Total current assets 685,313 695,843
---------- ----------
INVESTMENTS
Net assets of discontinued operations 107,653 109,723
Other investments 25,636 24,217
---------- ----------
133,289 133,940
---------- ----------
PROPERTY, PLANT AND EQUIPMENT, NET 458,331 435,480
---------- ----------
OTHER ASSETS
Excess of cost over net assets of
companies acquired 311,633 305,540
Deferred charges and other 19,697 20,872
---------- ----------
331,330 326,412
---------- ----------
TOTAL ASSETS $1,608,263 $1,591,675
========== ==========
<FN>
The accompanying notes are an integral part of the financial
statements.
</TABLE>
<PAGE>
<TABLE>
Sequa Corporation and Subsidiaries
Consolidated Balance Sheet
(Amounts in thousands, except share data)
LIABILITIES AND SHAREHOLDERS' EQUITY
<CAPTION>
(Unaudited)
March 31, December 31,
1998 1997
---------- -----------
<S> <C> <C>
CURRENT LIABILITIES
Current maturities of long-term
debt $ 31,229 $ 24,510
Accounts payable 146,941 136,003
Taxes on income 44,950 42,370
Accrued expenses 170,106 163,845
---------- ----------
Total current liabilities 393,226 366,728
---------- ----------
NONCURRENT LIABILITIES
Long-term debt 507,225 508,735
Deferred taxes on income 24,229 19,078
Other noncurrent liabilities 83,535 102,740
---------- ----------
614,989 630,553
---------- ----------
SHAREHOLDERS' EQUITY
Preferred stock--$1 par value,
1,825,000 shares authorized,
797,000 shares of $5 cumulative
convertible stock issued at
March 31, 1998 and
December 31, 1997 (involuntary
liquidation value--$20,815 at
March 31, 1998) 797 797
Class A common stock--no par value,
25,000,000 shares authorized,
7,188,000 shares issued at
March 31, 1998 and
December 31, 1997 7,188 7,188
Class B common stock--no par value,
5,000,000 shares authorized,
3,727,000 shares issued at
March 31, 1998 and
December 31, 1997 3,727 3,727
Capital in excess of par value 284,314 283,339
Cumulative translation adjustment (5,977) (6,794)
Retained earnings 387,138 382,945
---------- ----------
677,187 671,202
Less: Cost of treasury stock 77,139 76,808
---------- ----------
Total shareholders' equity 600,048 594,394
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $1,608,263 $1,591,675
========== ==========
<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 Three Months
Ended March 31,
--------------------
1998 1997
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income before income taxes $ 13,118 $ 4,025
Adjustments to reconcile income to net
cash provided by operating activities:
Depreciation and amortization 21,725 21,758
Provision for losses on receivables 2,564 980
Equity in (income) loss of unconsolidated
joint ventures 323 (1,621)
Other items not requiring (providing) cash (978) 320
Changes in operating assets and liabilities,
net of businesses purchased:
Receivables (21,149) (17,602)
Inventories (265) (6,658)
Other current assets (3,741) 3,026
Accounts payable and accrued expenses (12,499) 16,747
Other noncurrent liabilities (1,522) (8,570)
-------- --------
Net cash provided by (used for) continuing
operations before income taxes (2,424) 12,405
Net cash provided by discontinued
operations before income taxes 1,088 1,609
Income taxes refunded (paid) net (1,636) 437
-------- --------
Net cash provided by (used for) operating
activities (2,972) 14,451
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Businesses purchased (30,103) (268)
Short-term investments 25,000 (20,000)
Purchase of property, plant and equipment (17,948) (14,266)
Sale of property, plant and equipment 9,554 600
Other investing activities (437) 381
-------- --------
Net cash used for investing activities (13,934) (33,553)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt 4,500 -
Payments of debt (26,300) (506)
Dividends paid (625) (763)
Proceeds from exercise of stock options 437 1,133
-------- --------
Net cash used for financing activities (21,988) (136)
-------- --------
Effect of exchange rate changes on cash
and cash equivalents 807 (1,283)
-------- --------
Net decrease in cash and cash equivalents (38,087) (20,521)
Cash and cash equivalents at beginning of period 93,743 92,079
-------- --------
Cash and cash equivalents at end of period $ 55,656 $ 71,558
======== ========
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(Amounts in thousands)
(Unaudited)
<CAPTION>
For the Three Months
Ended March 31,
--------------------
1998 1997
---- ----
<S> <C> <C>
Net income $ 4,818 $ 1,525
Other comprehensive income (loss):
Foreign currency translation
adjustments 817 (10,384)
------- -------
Comprehensive income (loss) $ 5,635 $ (8,859)
======= ========
</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. Investments in 20% to 50% owned joint ventures are
accounted for on the equity method. All material accounts and
transactions between the Company's consolidated subsidiaries have
been eliminated in consolidation. Certain prior year amounts
have been reclassified to conform to 1998 presentation.
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
The consolidated financial statements included herein have
been prepared by the Company, without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission.
In the opinion of management, the accompanying unaudited
consolidated financial statements contain all adjustments
necessary to fairly present the Company's results for the interim
periods presented. Except for the $2.0 million redundancy
provision recorded by the French operation of MEGTEC in 1998,
such adjustments consisted of normal recurring items. Certain
information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles, have been condensed or omitted
pursuant to such rules and regulations, although the Company
believes that the disclosures are adequate to make the
information presented not misleading. It is suggested that these
condensed consolidated financial statements be read in
conjunction with the financial statements and notes thereto
included in the Company's latest Annual Report on Form 10-K. The
results of operations for the three months ended March 31, 1998
are not necessarily indicative of the results to be expected for
the full year.
NOTE 2 - CHANGE IN ACCOUNTING PRINCIPLES
Effective January 1, 1998, the Company adopted SFAS No. 130,
"Reporting Comprehensive Income," which requires certain changes
in assets and liabilities which were previously included within a
separate component of equity in the balance sheet to be reported
in the income statement as components of other comprehensive
income or within a separate statement of comprehensive income
<PAGE>
NOTE 2 - CHANGE IN ACCOUNTING PRINCIPLES (con't)
that begins with net income. Examples include foreign currency
translation adjustments, minimum pension liability adjustments
and unrealized gains and losses on certain securities. The only
component of Other Comprehensive Income reported in the
Consolidated Statement of Comprehensive Income is foreign
currency translation adjustments. Undistributed earnings of
foreign subsidiaries are intended to be permanently reinvested;
accordingly, taxes have not been provided for foreign currency
translation adjustments.
NOTE 3 - EARNINGS PER SHARE
The Company implemented SFAS No. 128, "Earnings per Share,"
in the fourth quarter of 1997; accordingly, the earnings per
share amounts for both periods presented have been calculated in
accordance with the new standard.
Basic earnings per share (EPS) in 1998 and 1997 have been
computed by dividing the net earnings, after deducting dividends
on cumulative convertible preferred stock, by the weighted
average number of common shares outstanding during the year. The
weighted average number of common shares for 1998 and 1997 was
10,067,000 shares and 9,917,000 shares, respectively.
The computation of diluted EPS is the same as the basic EPS
calculation except that the denominator was increased by 68,000
shares in the 1998 period and 42,000 shares in the 1997 period
for the dilutive effect of stock options calculated using the
treasury stock method. Each share of the Company's preferred
stock is convertible into 1.322 shares of common stock; however,
conversion of such shares is antidilutive in all periods
presented when the preferred stock dividends are added back to
the income applicable to common stock.
NOTE 4 - INVENTORIES
<TABLE>
The inventory amounts at March 31, 1998 and December 31,
1997 were as follows:
<CAPTION>
(Thousands of Dollars)
(Unaudited)
March 31, 1998 December 31, 1997
---------------- -----------------
<S> <C> <C>
Finished Goods $ 65,875 $ 68,570
Work in process 91,015 89,442
Raw materials 93,150 89,579
Long-term contract costs 22,462 11,599
Customer Deposits (15,142) (12,741)
-------- --------
$257,360 $246,449
======== ========
</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
Gas Turbine Corporation (Chromalloy) in the United States
District Court for the District of Delaware. The complaint seeks
unspecified monetary damages and injunctive relief based upon
alleged breaches of certain license agreements, alleged
infringement of patents and misuse of Pratt & Whitney
intellectual property. Chromalloy's answer denies UTC's claims,
and Chromalloy's counterclaims against UTC seek monetary,
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 Court
granted summary judgment in favor of Chromalloy dismissing two of
the more substantial UTC royalty claims, and also granted summary
judgment in favor of Chromalloy on one of its counterclaims.
Chromalloy and UTC settled several of UTC's other claims,
including all of the claims scheduled for trial in May and
November of 1997. As part of the agreement to settle, certain of
UTC claims were dismissed with prejudice, and UTC recognized
Chromalloy's license to perform repairs. In return, 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.
On December 10, 1997, the Court issued a series of rulings
relating to nine separate motions. As part of those rulings, the
Court granted Chromalloy's motion for summary judgment dismissing
United's claims that Chromalloy had breached one of the license
agreements between the parties. The Court also granted
Chromalloy's motion for leave to file a fourth amended pleading
which contains additional breach of contract claims against UTC,
affirmed previous rulings dismissing certain UTC claims, and
denied a variety of partial summary judgment motions. On
December 19, 1997, the parties concluded a six-day bench trial on
Chromalloy's counterclaim for certain breaches of one of the
license agreements between the parties. The parties are awaiting
the Court's decision on those claims. A July 1998 trial date has
been set for additional claims by both UTC and Chromalloy, and
other remaining claims have been scheduled for trials in November
1998, and March 1999. Discovery on these claims is ongoing. It
would be premature at this stage for management to make an
<PAGE>
ITEM 1 - LEGAL PROCEEDINGS (con't)
-----------------
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 the aftermarket for
Pratt & Whitney commercial jet engines. UTC filed counterclaims
against Chromalloy for alleged breach of contract and unfair
competition. After a three-month trial, which commenced on
August 26, 1996, the jury unanimously found UTC had attempted to
monopolize the relevant market in a way which materially harmed
Chromalloy, and found UTC's conduct to be "willful" or
"flagrant". However, the jury awarded no monetary damages. The
jury awarded no relief on any of UTC's counterclaims. 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. The case was argued to the
Fourth Court of Appeals on April 8, 1998 and the parties
currently are awaiting the Court's decision.
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 other counterclaim was granted on September
29, 1997. The Court has set the trial date for September 2,
1998. Discovery is ongoing. It would be premature at this stage
for management to make an evaluation of the likely outcome of
this matter.
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>
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(A) Exhibits
11.1 Schedule showing calculations of Basic and
Diluted Earnings (Loss) Per Share for the
three-month periods ended March 31, 1998 and
1997
27.1 Financial Data Schedule, filed herewith.
(B) Reports on Form 8-K
No report on Form 8-K was filed during the three-
month period ended March 31, 1998.
<PAGE>
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
SEQUA CORPORATION
BY:/S/ WILLIAM P. KSIAZEK
William P. Ksiazek
Vice President and Controller
May 14, 1998
<TABLE>
Exhibit 11.1
SEQUA CORPORATION & SUBSIDIARIES
COMPUTATIONS OF BASIC AND DILUTED EARNINGS PER SHARE
FOR THE THREE MONTHS ENDED MARCH 31,
(Amounts in thousands, except per share data)
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
BASIC
- -----
Earnings
Net income $ 4,818 $ 1,525
Preferred dividends (625) (763)
------- -------
Net income available to common
stockholders $ 4,193 $ 762
======= =======
Shares
Weighted average common shares
outstanding 10,067 9,917
======= =======
Basic earnings per share $ .42 $ .08
======= =======
DILUTED *
- -------
Earnings
Net income $ 4,818 $ 1,525
Preferred dividends (625) (763)
------- --------
Net income available to common
stockholders $ 4,193 $ 762
======= =======
Shares
Weighted average common shares
outstanding 10,067 9,917
Stock options, with a dilutive effect 68 42
------- -------
Adjusted weighted average common
shares outstanding 10,135 9,959
======= =======
Diluted earnings per share $ .41 $ .08
======= =======
<FN>
* The conversion of the Company's preferred stock is
antidilutive in all periods presented when the preferred stock
dividends are added back to income applicable to common stock.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 55,656
<SECURITIES> 0
<RECEIVABLES> 367,702
<ALLOWANCES> 19,605
<INVENTORY> 257,360
<CURRENT-ASSETS> 685,313
<PP&E> 1,102,974
<DEPRECIATION> 644,643
<TOTAL-ASSETS> 1,608,263
<CURRENT-LIABILITIES> 393,226
<BONDS> 507,225
0
797
<COMMON> 10,915
<OTHER-SE> 588,336
<TOTAL-LIABILITY-AND-EQUITY> 1,608,263
<SALES> 439,853
<TOTAL-REVENUES> 439,853
<CGS> 352,839
<TOTAL-COSTS> 415,086
<OTHER-EXPENSES> (1,039)
<LOSS-PROVISION> 2,564
<INTEREST-EXPENSE> 12,688
<INCOME-PRETAX> 13,118
<INCOME-TAX> 8,300
<INCOME-CONTINUING> 4,818
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,818
<EPS-PRIMARY> 0.42
<EPS-DILUTED> 0.41
</TABLE>
