<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, 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 July 31, 1998
----- ----------------------------
Class A Common Stock, no par value 6,983,668
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 Six Months For the Three Months
Ended June 30, Ended June 30,
------------------- -------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
SALES $897,519 $766,786 $457,666 $393,458
-------- -------- -------- --------
COSTS AND EXPENSES
Cost of sales 716,226 620,928 363,387 317,319
Selling, general and
administrative 127,016 107,574 64,769 52,244
-------- -------- -------- --------
843,242 728,502 428,156 369,563
-------- -------- -------- --------
OPERATING INCOME 54,277 38,284 29,510 23,895
OTHER INCOME (EXPENSE)
Interest expense (25,886) (25,070) (13,198) (12,576)
Interest income 2,530 2,652 1,312 1,364
Equity in income (loss) of
unconsolidated joint ventures (793) 2,145 (470) 524
Other, net 4,004 139 3,860 918
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES 34,132 18,150 21,014 14,125
Income tax provision (17,400) (12,070) (9,100) (9,570)
-------- -------- -------- --------
NET INCOME 16,732 6,080 11,914 4,555
Preferred dividends (1,141) (1,525) (516) (762)
-------- -------- -------- --------
NET INCOME AVAILABLE
TO COMMON SHAREHOLDERS $ 15,591 $ 4,555 $ 11,398 $ 3,793
======== ======== ======== ========
EARNINGS PER SHARE
Basic $ 1.53 $ .46 $ 1.11 $ .38
Diluted $ 1.52 $ .46 $ 1.10 $ .38
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>
<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
-------------- ----------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Aerospace $525.8 $432.3 $41.3 $24.2
Machinery & Metal Coatings 198.7 157.0 8.5 9.1
Specialty Chemicals 118.1 106.9 12.5 11.7
Other Products 54.9 70.6 6.9 7.9
Corporate - - (14.9) (14.6)
----- ----- ----- -----
TOTAL $897.5 $766.8 $54.3 $38.3
====== ====== ===== =====
</TABLE>
<TABLE>
<CAPTION>
Sales Operating Income
Second Quarter Second Quarter
-------------- ---------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Aerospace $265.5 $220.9 $19.5 $14.0
Machinery & Metal Coatings 106.9 84.9 7.7 6.7
Specialty Chemicals 60.9 54.1 7.1 6.6
Other Products 24.4 33.6 2.5 3.6
Corporate - - (7.3) (7.0)
----- ----- ----- -----
TOTAL $457.7 $393.5 $29.5 $23.9
====== ====== ===== =====
</TABLE>
<PAGE>
Sales
- -----
Sales in the Aerospace segment advanced 22% in the six
months and 20% in the second quarter with both Gas Turbine and
ARC Propulsion ahead in the two periods. At Gas Turbine, both
OEM and repair sales advanced, a reflection of continuing strong
demand in the commercial sector of the industry. This rising
sales pattern is expected to continue in the third quarter,
although competition from the engine manufacturers for
aftermarket repair business remains intense. Sales of ARC
Propulsion were up approximately 70% in both periods. The
increase reflects the inclusion of the airbag inflator business,
which was consolidated following the company's January 1998
purchase of its partner's 50% interest in this former joint
venture. Sales of solid propellant rocket motors were ahead
slightly, while sales of liquid propellant motors declined, the
latter due to reduced Asian demand.
The Machinery and Metal Coatings segment recorded sales
increases of 27% and 26% in the respective six- and three-month
periods. Sales of the metal coatings unit registered a slight
decline in both periods, as an increase in sales of manufactured
products was more than offset by lower sales to the building
products and container markets. The reduced level of metal
coating for building products reflects moves by two major
customers to bring work in house, one due to the late-1997
settlement of a strike, and the other due to the acquisition of
coating facilities in the second quarter of 1998. These
developments will have a continuing effect on sales in the second
half. Can machinery sales declined 17% in both periods,
reflecting a continuing industry-wide slowdown in the number of
can line installations, partially offset by sales of a business
acquired in 1997. Recovery in the global can-making market is
not expected this year. Sales of the MEGTEC business (which was
formed following the 1997 acquisition of TEC Systems and its
combination with the Company's existing auxiliary press equipment
unit) more than tripled in the six months and nearly tripled in
the second quarter. The advances reflect the inclusion of the
TEC business and increased sales to the Company's traditional
auxiliary press equipment market. MEGTEC's order backlog for the
third quarter of 1998 remains strong.
Sales of the Specialty Chemicals segment advanced 10% for
the six months and 13% for the three months, with both units
ahead in both periods. For the British-based detergent unit,
sales contributed by an Italian chemical distribution company
acquired in early 1998, together with stronger performances at
the other distribution units, offset currency-related declines in
detergent chemicals sales in both periods. The advance at the
domestic unit reflects the May 1997 acquisition of Sedgefield
Specialties, a supplier to the textile market, and improved
<PAGE>
Sales (con't)
- -----
performance in textile chemicals and specialty polymers,
partially offset by declines in paper chemicals. On July 21,
1998 the Company announced that it had signed a letter of intent
to sell Sequa Chemicals, the domestic specialty chemicals unit,
to GenCorp Inc.
Sales of the Other Products segment declined 22% year to
date and 28% in the second quarter, due primarily to the December
1997 divestiture of Northern Can Systems (NCS). After excluding
the contribution of NCS from both 1997 periods, sales were flat
for the six months, and down 3% in the second quarter. At the
automotive products unit, the General Motors strike led to lower
sales in both periods. Management currently anticipates that the
strike, which was settled in late July, will have a lesser impact
on third quarter results. Sales of the men's apparel unit
advanced in both periods, and backlog at June 30, 1998 was higher
than a year ago.
Operating Income
- ----------------
Operating income in the Aerospace segment was ahead 70% in
the six months and 39% in the second quarter, with both units
recording strong advances in both periods. At Gas Turbine,
profits increased at both the repair and OEM units, primarily due
to the sales advance. Operating income for this unit was
affected by legal costs in all periods. Legal expense related to
the ongoing litigation with the Pratt & Whitney division of
United Technologies amounted to $3.0 million in the six months of
1998, down from $5.6 million in the year-ago period, and $2.0
million in second quarter of 1998, down from $2.5 million in the
same quarter of 1997. In addition, the settlement of a
longstanding dispute with the government of Egypt added $2.7
million to operating income in both 1997 periods. Operating
income at ARC Propulsion was sharply higher in both 1998 periods
due to the addition of the airbag inflator business. Profits
from rocket motor programs were up in the six months but down for
the second quarter, primarily due to cost increases on two solid
propellant programs.
Operating income in the Machinery and Metal Coatings segment
declined 6% in the six months, but advanced 15% in the second
quarter. Profits at the metal coatings unit declined sharply in
both periods, primarily due to an unfavorable sales mix shift and
lower operating margins. At the can machinery unit, profits
declined in both periods, due to the impact of lower sales. The
MEGTEC unit reported a solid profit in the second quarter of
1998, bringing results for the year to near breakeven, despite a
$2.0 million redundancy provision established in the first
quarter. In 1997, losses were recorded in both periods. The
improvement reflects higher sales and the effectiveness of a
<PAGE>
Operating Income (con't)
- ----------------
program to streamline operations and eliminate duplicate costs at
the combined business. Favorable operating income comparisons
are expected to continue at MEGTEC for the balance of 1998.
Operating income in the Specialty Chemicals segment advanced
7% in both the six months and the second quarter, with the
British-based unit recording small declines and the domestic unit
registering advances. For the overseas unit, the effect of
currency-related sales declines at the detergent chemicals
operation were largely offset by a combination of: significant
cost reductions, improved performance at the specialty chemical
distribution units, and the profits added through the early-1998
acquisition of an Italian distribution unit. The profit increase
at the domestic unit primarily reflects the benefits of increased
sales.
Operating income in the Other Products segment declined 12%
in the six months and 28% in the second quarter. Excluding the
NCS results from both 1997 periods, the declines were 6% for the
six months, and 19% for the second quarter. Profits of the
automotive products unit declined in both 1998 periods, due to
the General Motors strike and to start-up costs at two new
facilities in Kentucky and Brazil. Profits at the men's apparel
unit advanced primarily due to the benefits of higher sales.
Equity in Income (Loss) of Unconsolidated Joint Ventures
- --------------------------------------------------------
In January 1998, the Company increased its ownership in
BAICO, the larger of the two unconsolidated airbag businesses, to
100%, and operating results of this business have been
consolidated since the date of majority ownership. During 1998,
the Company's share of the earnings or losses of unconsolidated
joint ventures was adversely affected by two factors: the absence
of equity income in BAICO, and equity losses of $1.0 million and
$0.8 million recorded for the Company's remaining unconsolidated
airbag joint venture, BAG SpA, for the six-month and three-month
periods of 1998, respectively. During both 1997 periods, BAG
SpA's results of operations approximated breakeven. 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 $1.1 million in both six-
month periods and $0.6 million in both three-month periods.
Other, net
- ----------
In the second quarter of 1998, Other, net included a $6.7
million gain from the sale of a Gas Turbine OEM business in the
United Kingdom and a $2.0 million provision related to the
potential loss of funds advanced to a vendor engaged to implement
a freight consolidation program. The Company is currently
pursuing legal remedies against this vendor.
<PAGE>
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 periods 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 one 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. The tax provision for the second quarters of 1998
and 1997 represent the difference between the year-to-date tax
provisions recorded as of June 30, 1998 and 1997 and the amounts
reported for the first quarters of 1998 and 1997.
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 1999.
The Company has an issue with the Internal Revenue Service
involving the 1989 restructuring of two subsidiaries. At June
30, 1998, the potential liability associated with the
restructuring and other related tax issues, including interest
from the date of the resulting tax refund, is approximately $80
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. The Company has
had preliminary settlement discussions with the Internal Revenue
Service. However, management does not currently anticipate a
final 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 negotiated or
adjudicated payment.
Management anticipates that cash flow from operations,
proceeds from the divestiture of assets, the $52.0 million of
credit available at August 5, 1998 under the revolving credit
agreement, and the $44.1 million of cash and cash equivalents on
hand at June 30, 1998 will be 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, Turbocombuster Technology
and Casting units of Gas Turbine, and the ARC Propulsion
<PAGE>
Backlog (con't)
- -------
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 June 30, 1998 was
$391.2 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 $12 million to $30 million. At June 30,
1998, the Company's balance sheet includes accruals for
remediation costs of $22.7 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 six
months of 1998 were approximately $6.0 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 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.
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.
During 1998, an international consulting firm was engaged to
conduct on-site reviews of certain of the Company's operating
units to assist senior management in developing an updated
assessment of the Company's level of year 2000 preparedness.
Based upon the results of the initial information gathering
activities currently in progress, the consulting firm will
identify issues and risks associated with the Company's planned
year 2000 activities and recommend preliminary strategies to
address any major concerns and issues identified during the
review process.
The Company anticipates that its year 2000 compliance
program will be largely completed by mid-1999. Progress toward
this goal is being 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
<PAGE>
Other Information (con't)
- -----------------
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 currently anticipates that the implementation of SFAS
No. 131 will lead to additional business segment disclosure.
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.
In June 1998, the Financial Accounting Standards Board
issued SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities". This statement requires companies to record
derivatives on the balance sheet as assets and liabilities,
measured at fair value. Depending on the use of a derivative and
whether it has been designated and qualifies as a hedge, gains or
losses resulting from changes in the values of those derivatives
would be recognized currently in earnings or reported as a
component of other comprehensive income. This statement is not
expected to have a material impact on the Company's consolidated
financial statements. This statement is effective for the fiscal
years beginning after June 15, 1999, with earlier adoption
encouraged. The Company will adopt this accounting standard as
required by January 1, 2000.
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>
<PAGE>
<TABLE>
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Amounts in thousands)
ASSETS
<CAPTION>
(Unaudited)
June 30, December 31,
1998 1997
---------- -----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 44,119 $ 93,743
Short-term investments 15,694 25,000
Trade receivables (less allowances of
$18,121 and $15,816) 308,504 282,602
Unbilled receivables (less allowances
of $2,317 and $2,073) 29,507 27,777
Inventories 266,409 246,449
Other current assets 19,924 20,272
---------- ----------
Total current assets 684,157 695,843
---------- ----------
INVESTMENTS
Net assets of discontinued operations 107,037 109,723
Other investments 24,951 24,217
---------- ----------
131,988 133,940
---------- ----------
PROPERTY, PLANT AND EQUIPMENT, NET 466,294 435,480
---------- ----------
OTHER ASSETS
Excess of cost over net assets of
companies acquired 309,538 305,540
Deferred charges and other 19,109 20,872
---------- ----------
328,647 326,412
---------- ----------
TOTAL ASSETS $1,611,086 $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)
June 30, December 31,
1998 1997
---------- -----------
<S> <C> <C>
CURRENT LIABILITIES
Current maturities of long-term
debt $ 8,937 $ 24,510
Accounts payable 143,100 136,003
Taxes on income 48,756 42,370
Accrued expenses 169,542 163,845
---------- ----------
Total current liabilities 370,335 366,728
---------- ----------
NONCURRENT LIABILITIES
Long-term debt 522,192 508,735
Deferred taxes on income 26,641 19,078
Other noncurrent liabilities 78,488 102,740
---------- ----------
627,321 630,553
---------- ----------
SHAREHOLDERS' EQUITY
Preferred stock--$1 par value,
1,825,000 shares authorized,
797,000 shares of $5 cumulative
convertible stock issued at
June 30, 1998 and
December 31, 1997 (involuntary
liquidation value--$20,815 at
June 30, 1998) 797 797
Class A common stock--no par value,
25,000,000 shares authorized,
7,189,000 shares issued at
June 30, 1998 and 7,188,000 shares
issued at December 31, 1997 7,189 7,188
Class B common stock--no par value,
5,000,000 shares authorized,
3,727,000 shares issued at
June 30, 1998 and
December 31, 1997 3,727 3,727
Capital in excess of par value 285,305 283,339
Accumulated other comprehensive
income (loss) (4,201) (6,794)
Retained earnings 398,535 382,945
---------- ----------
691,352 671,202
Less: Cost of treasury stock 77,922 76,808
---------- ----------
Total shareholders' equity 613,430 594,394
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $1,611,086 $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 Six Months
Ended June 30,
-------------------
1998 1997
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income before income taxes $ 34,132 $ 18,150
Adjustments to reconcile income to net
cash provided by operating activities:
Depreciation and amortization 44,452 43,265
Provision for losses on receivables 4,195 2,862
Equity in (income) loss of unconsolidated
joint ventures 793 (2,145)
Gain on sale of assets (6,410) (1,322)
Other items not requiring (providing) cash (1,307) 247
Changes in operating assets and liabilities,
net of businesses purchased and sold:
Receivables (9,464) (20,713)
Inventories (11,633) (8,843)
Other current assets (1,705) 2,331
Accounts payable and accrued expenses (18,841) 13,644
Other noncurrent liabilities (6,288) (7,989)
-------- --------
Net cash provided by continuing operations
before income taxes 27,924 39,487
Net cash provided by discontinued
operations before income taxes 632 1,665
Income taxes paid, net (4,690) (3,717)
-------- --------
Net cash provided by operating activities 23,866 37,435
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Business sold 13,901 -
Businesses purchased (32,812) (17,256)
Short-term investments 11,234 (25,000)
Purchase of property, plant and equipment (46,156) (32,454)
Sale of property, plant and equipment 10,989 4,605
Other investing activities 373 421
-------- --------
Net cash used for investing activities (42,471) (69,684)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of debt 20,000 15,000
Payments of debt (51,173) (1,240)
Dividends paid (1,141) (1,525)
Proceeds from exercise of stock options 583 2,154
-------- --------
Net cash provided by (used for) financing
activities (31,731) 14,389
-------- --------
Effect of exchange rate changes on cash
and cash equivalents 712 (632)
-------- --------
Net decrease in cash and cash equivalents (49,624) (18,492)
Cash and cash equivalents at beginning of period 93,743 92,079
-------- --------
Cash and cash equivalents at end of period $ 44,119 $ 73,587
======== ========
<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. 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.
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 during the
first quarter of 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 six months ended June
30, 1998 are not necessarily indicative of the results to be
expected for the full year.
NOTE 2 - COMPREHENSIVE INCOME
Effective January 1, 1998, the Company adopted SFAS No. 130,
"Reporting Comprehensive Income." This statement requires that
companies disclose comprehensive income, which includes net
income and other comprehensive income items previously included
within separate components of equity in the balance sheet.
Examples of other comprehensive income items include foreign
currency translation adjustments, minimum pension liability
<PAGE>
NOTE 2 - COMPREHENSIVE INCOME (con't)
adjustments and unrealized gains and losses on certain
securities. Since undistributed earnings of the Company's
foreign subsidiaries are intended to be permanently reinvested,
taxes have not been provided for foreign currency translation
adjustments.
Comprehensive income for the six months and three months ended
June 30, 1998 and 1997 is as follows:
<TABLE>
<CAPTION>
(Thousands of Dollars)
(Unaudited)
For the Six Months For the Three Months
Ended June 30, Ended June 30,
---------------- -----------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income $16,732 $ 6,080 $11,914 $4,555
Other comprehensive income
(loss):
Foreign currency
translation adjustments 1,340 (11,028) 523 (644)
Unrealized gain on
marketable securities,
net of tax 1,253 - 1,253 -
------- ------- ------- ------
Comprehensive income (loss) $19,325 $ (4,948) $13,690 $3,911
======= ======== ======= ======
</TABLE>
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 all 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.
These computations were based on 10,188,000 and 10,309,000 shares
for the six- and three month-periods in 1998, respectively, and
9,940,000 and 9,963,000 shares for the six- and three-month
periods in 1997, respectively.
The computation of diluted EPS is the same as the basic EPS
calculation except that the denominator was increased by 63,000
and 64,000 shares in the six- and three-month periods of 1998,
respectively, and 48,000 and 58,000 shares in the six and three
month periods of 1997, respectively, 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
<PAGE>
NOTE 3 - EARNINGS PER SHARE (con't)
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 available to common stock.
NOTE 4 - INVENTORIES
The inventory amounts at June 30, 1998 and December 31, 1997
were as follows:
<TABLE>
<CAPTION>
(Thousands of Dollars)
(Unaudited)
June 30, 1998 December 31, 1997
--------------- -----------------
<S> <C> <C>
Finished Goods $ 71,923 $ 68,570
Work in process 102,722 89,442
Raw materials 102,379 89,579
Long-term contract costs 7,520 11,599
Customer Deposits (18,135) (12,741)
-------- --------
$266,409 $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 set up 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
UTC'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. On June 24, 1998, the
Court granted summary judgment in favor of Chromalloy, dismissing
another of United's claims that Chromalloy has breached one of
the parties' license agreements. In the claim that was
dismissed, UTC sought several million dollars in alleged damages.
<PAGE>
ITEM 1 - LEGAL PROCEEDINGS (con't)
-----------------
On July 25, 1998, the parties concluded a five-day bench trial on
one of Chromalloy's claims for equitable relief under one of the
parties' licensing agreements. The parties are awaiting the
Court's decision on those claims. Additional claims by both UTC
and Chromalloy 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 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 3,
1998. Discovery is ongoing and motion practice has been
extensive. 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
<PAGE>
ITEM 1 - LEGAL PROCEEDINGS (con't)
-----------------
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 7, 1998, for the purpose of electing directors,
approving the stock option plan and appointing the 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 36,426,989 66,951
Leon Black 36,439,158 54,782
Alvin Dworman 36,426,775 67,165
David S. Gottesman 36,428 078 65,862
Stuart Z. Krinsly 36,425,375 68,565
Donald D. Kummerfeld 36,439,317 54,623
Richard S. LeFrak 36,439,788 54,152
John J. Quicke 36,439,778 54,162
Michael I. Sovern 36,437,059 56,881
Fred R. Sullivan 36,427,998 65,942
Gerald Tsai, Jr. 36,432,917 61,023
</TABLE>
The 1998 Key Employees Stock Option Plan was approved by the
following vote:
<TABLE>
<CAPTION>
Votes For Votes Against Votes Abstaining
<S> <C> <C>
33,964,026 321,037 33,422
</TABLE>
The appointment of Arthur Andersen LLP as independent public
accountants for the fiscal year 1998 was approved by the
following vote:
<TABLE>
<CAPTION>
Votes For Votes Against Votes Abstaining
<S> <C> <C>
36,457,979 26,435 9,526
</TABLE>
<PAGE>
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(A) Exhibits
11.1 Schedule showing calculations of Basic and
Diluted Earnings Per Share for the six- and
three-month periods ended June 30, 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 June 30, 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
August, 13, 1998
<PAGE>
<TABLE>
Exhibit 11.1
SEQUA CORPORATION & SUBSIDIARIES
COMPUTATIONS OF BASIC AND DILUTED EARNINGS PER SHARE
For the Six Months Ended June 30,
(Amounts in thousands, except per share data)
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
BASIC
- -----
Earnings
Net income $16,732 $ 6,080
Preferred dividends (1,141) (1,525)
------- -------
Net income available to common
shareholders $15,591 $ 4,555
======= =======
Shares
Weighted average common shares
outstanding 10,188 9,940
======= =======
Basic earnings per share $ 1.53 $ .46
======= =======
DILUTED *
- -------
Earnings
Net income $16,732 $ 6,080
Preferred dividends (1,141) (1,525)
------- --------
Net income available to common
shareholders $15,591 $ 4,555
======= =======
Shares
Weighted average common shares
outstanding 10,188 9,940
Stock options, with a dilutive effect 63 48
Adjusted weighted average common
shares outstanding 10,251 9,988
======= =======
Diluted earnings per share $ 1.52 $ .46
======= =======
<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 available to common
shareholders.
</TABLE>
<PAGE>
<TABLE>
Exhibit 11.1
SEQUA CORPORATION & SUBSIDIARIES
COMPUTATIONS OF BASIC AND DILUTED EARNINGS PER SHARE
For the Three Months Ended June 30,
(Amounts in thousands, except per share data)
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
BASIC
- -----
Earnings
Net income $11,914 $ 4,555
Preferred dividends (516) (762)
------- -------
Net income available to common
shareholders $11,398 $ 3,793
======= =======
Shares
Weighted average common shares
outstanding 10,309 9,963
======= =======
Basic earnings per share $ 1.11 $ .38
======= =======
DILUTED *
- -------
Earnings
Net income $11,914 $ 4,555
Preferred dividends (516) (762)
------- --------
Net income available to common
shareholders $11,398 $ 3,793
======= =======
Shares
Weighted average common shares
outstanding 10,309 9,963
Stock options, with a dilutive effect 64 58
------- -------
Adjusted weighted average common
shares outstanding 10,373 10,021
======= =======
Diluted earnings per share $ 1.10 $ .38
======= =======
<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 available to common
shareholders.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> JUN-30-1998
<CASH> 44,119
<SECURITIES> 15,694
<RECEIVABLES> 358,449
<ALLOWANCES> 20,438
<INVENTORY> 266,409
<CURRENT-ASSETS> 684,157
<PP&E> 1,101,869
<DEPRECIATION> 635,575
<TOTAL-ASSETS> 1,611,086
<CURRENT-LIABILITIES> 370,335
<BONDS> 522,192
0
797
<COMMON> 10,916
<OTHER-SE> 601,717
<TOTAL-LIABILITY-AND-EQUITY> 1,611,086
<SALES> 897,519
<TOTAL-REVENUES> 897,519
<CGS> 716,226
<TOTAL-COSTS> 843,242
<OTHER-EXPENSES> (5,741)
<LOSS-PROVISION> 4,195
<INTEREST-EXPENSE> 25,886
<INCOME-PRETAX> 34,132
<INCOME-TAX> 17,400
<INCOME-CONTINUING> 16,732
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,732
<EPS-PRIMARY> 1.53
<EPS-DILUTED> 1.52
</TABLE>
