<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, 1999
--------------------------------
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 30, 1999
----- ----------------------------
Class A Common Stock, no par value 7,033,514
Class B Common Stock, no par value 3,329,780
<PAGE
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
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,
------------------ --------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
SALES $840,446 $897,519 $433,180 $457,666
-------- -------- -------- --------
COSTS AND EXPENSES
Cost of sales 673,368 716,226 345,689 363,387
Selling, general and
administrative 120,163 127,016 60,867 64,769
-------- -------- -------- --------
793,531 843,242 406,556 428,156
-------- -------- -------- --------
OPERATING INCOME 46,915 54,277 26,624 29,510
OTHER INCOME (EXPENSE)
Interest expense (23,983) (25,886) (12,068) (13,198)
Interest income 2,699 2,530 1,323 1,312
Equity in income (loss) of
unconsolidated joint ventures (1,102) (793) (480) (470)
Other, net 5,760 4,004 4,104 3,860
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES 30,289 34,132 19,503 21,014
Income tax provision (13,400) (17,400) (8,600) (9,100)
-------- -------- -------- --------
NET INCOME 16,889 16,732 10,903 11,914
Preferred dividends (1,032) (1,141) (516) (516)
-------- -------- -------- --------
NET INCOME AVAILABLE
TO COMMON STOCK $ 15,857 $ 15,591 $ 10,387 $ 11,398
======== ======== ======== ========
EARNINGS PER SHARE
Basic $ 1.53 $ 1.53 $ 1.00 $ 1.11
Diluted $ 1.53 $ 1.52 $ 1.00 $ 1.10
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 AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Amounts in thousands)
ASSETS
<CAPTION>
(Unaudited)
June 30, December 31,
1999 1998
---------- -----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 43,237 $ 84,889
Short-term investments - 11,475
Trade receivables (less allowances of
$16,960 and $15,635) 246,830 292,152
Unbilled receivables (less allowances
of $1,093 and $879) 36,321 38,795
Inventories 283,497 262,765
Other current assets 27,666 25,792
---------- ----------
Total current assets 637,551 715,868
---------- ----------
INVESTMENTS
Net assets of discontinued operations 103,368 105,152
Other investments 45,976 28,130
---------- ----------
149,344 133,282
---------- ----------
PROPERTY, PLANT AND EQUIPMENT, NET 458,393 451,443
---------- ----------
OTHER ASSETS
Excess of cost over net assets of
companies acquired 318,595 307,051
Deferred charges and other 23,985 16,503
---------- ----------
342,580 323,554
---------- ----------
TOTAL ASSETS $1,587,868 $1,624,147
========== ==========
<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,
1999 1998
---------- -----------
<S> <C> <C>
CURRENT LIABILITIES
Current maturities of long-term
debt $ 1,879 $ 8,659
Accounts payable 121,029 137,981
Taxes on income 5,702 16,499
Accrued expenses 169,781 174,800
---------- ----------
Total current liabilities 298,391 337,939
---------- ----------
NONCURRENT LIABILITIES
Long-term debt 500,032 500,685
Deferred taxes on income 46,445 40,422
Other noncurrent liabilities 80,448 79,649
---------- ----------
626,925 620,756
---------- ----------
SHAREHOLDERS' EQUITY
Preferred stock--$1 par value,
1,825,000 shares authorized,
797,000 shares of $5 cumulative
convertible stock issued at
June 30, 1999 and
December 31, 1998 (involuntary
liquidation value--$17,181 at
June 30, 1999) 797 797
Class A common stock--no par value,
50,000,000 shares authorized,
7,275,000 shares issued at
June 30, 1999 and 7,273,000 shares
issued at December 31, 1998 7,275 7,273
Class B common stock--no par value,
10,000,000 shares authorized,
3,727,000 shares issued at
June 30, 1999 and
December 31, 1998 3,727 3,727
Capital in excess of par value 288,290 288,379
Accumulated other comprehensive
loss (18,302) (1,016)
Retained earnings 460,526 444,669
---------- ----------
742,313 743,829
Less: Cost of treasury stock 79,761 78,377
---------- ----------
Total shareholders' equity 662,552 665,452
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $1,587,868 $1,624,147
========== ==========
<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,
---------------
1999 1998
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income before income taxes $ 30,289 $ 34,132
Adjustments to reconcile income to net
cash provided by (used for) operating activities:
Depreciation and amortization 43,456 44,452
Provision for losses on receivables 3,230 4,195
Equity in losses of unconsolidated joint ventures 1,102 793
Gain on sale of assets (3,728) (6,410)
Other items not providing cash (1,319) (1,307)
Changes in operating assets and liabilities,
net of businesses purchased and sold:
Receivables (20,023) (9,464)
Inventories (23,199) (11,633)
Other current assets (438) (1,705)
Accounts payable and accrued expenses (26,165) (18,841)
Other noncurrent liabilities (2,874) (6,288)
-------- --------
Net cash provided by continuing operations before
income taxes 331 27,924
Net cash provided by (used for) discontinued
operations before income taxes (56) 632
Income taxes paid, net (18,610) (4,690)
-------- --------
Net cash provided by (used for) operating activities (18,335) 23,866
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Businesses purchased, net of cash acquired (22,584) (32,812)
Business sold - 13,901
Short-term investments 15,041 11,234
Purchase of property, plant and equipment (45,945) (46,156)
Sale of property, plant and equipment 6,606 10,989
Other investing activities (26,171) 373
-------- --------
Net cash used for investing activities (73,053) (42,471)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of accounts receivable 63,500 -
Proceeds from issuance of debt - 20,000
Payments of debt (7,154) (51,173)
Contribution from minority interest 1,960 -
Dividends paid (1,032) (1,141)
Proceeds from exercise of stock options 127 583
Purchase of treasury stock (1,670) -
-------- --------
Net cash provided by (used for) financing activities 55,731 (31,731)
-------- --------
Effect of exchange rate changes on cash and cash
equivalents (5,995) 712
-------- --------
Net decrease in cash and cash equivalents (41,652) (49,624)
Cash and cash equivalents at beginning of period 84,889 93,743
-------- --------
Cash and cash equivalents at end of period $ 43,237 $ 44,119
======== ========
<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
("Sequa") 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 Sequa.
Investments in 20% to 50% owned joint ventures are accounted for
on the equity method. All material accounts and transactions
between the 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 Sequa, 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 Sequa's results for the interim periods presented.
Except for $1.6 million of income recorded in the first quarter
of 1999 related to the collection of a note receivable written
off more than ten years ago, $2.2 million of income recorded
during the second quarter of 1999 related to the adjustment of
the gain on the sale of Sequa Chemicals upon final settlement
with the purchaser, and 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 Sequa
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 Sequa's latest Annual Report on Form 10-K. The
results of operations for the six months ended June 30, 1999 are
not necessarily indicative of the results to be expected for the
full year.
<PAGE>
NOTE 2 - COMPREHENSIVE INCOME
Comprehensive income includes net income and other
comprehensive income items which are recorded within a separate
component of equity in the balance sheet and are excluded from
net income. Sequa's other comprehensive income items include
foreign currency translation adjustments and unrealized gains and
losses on certain securities. Since undistributed earnings of
Sequa's foreign subsidiaries are intended to be permanently
reinvested, taxes have not been provided for foreign currency
translation adjustments.
Comprehensive income (loss) for the six-month and three-month
periods ended June 30, 1999 and 1998 is as follows:
<TABLE>
<CAPTION>
(Thousands of Dollars)
(Unaudited)
For the Six Months For the Three Months
Ended June 30, Ended June 30,
----------------- ------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income $16,889 $16,732 $10,903 $11,914
Other comprehensive income
(loss):
Foreign currency
translation adjustments (18,775) 1,340 (7,297) 523
Unrealized gain on
marketable securities,
net of reclassification
adjustment 2,291 1,928 5,160 1,928
Tax on unrealized gain on
marketable securities (802) (675) (1,805) (675)
------- ------- ------- -------
Comprehensive income (loss) $ (397) $19,325 $ 6,961 $13,690
======= ======= ======= =======
</TABLE>
Unrealized gains arising on marketable securities during the
six- and three-month periods of 1999 are net of a
reclassification adjustment for $1,275,000 of pre-tax gains
($829,000 after-tax) included in net income.
NOTE 3 - EARNINGS PER SHARE
Basic earnings per share (EPS) for each of the periods 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
period.
Diluted EPS in the 1998 periods reflect the potential
dilution that would have occurred if the outstanding options to
purchase shares of Class A common stock were exercised. In the
1999 periods, options to purchase shares of common stock were not
<PAGE>
included in the computation of diluted EPS because the options'
weighted average exercise price was greater than the average
market price of the common shares. The conversion of preferred
stock into 1.322 shares of Class A common stock was not included
in the computation of diluted earnings per common share in any of
the periods since it has an anti-dilutive effect when the
preferred stock dividends are added back to the income available
to common stock.
The computation of basic and diluted EPS is as follows:
<TABLE>
<CAPTION>
(Thousands of dollars)
(Unaudited)
For the For the
Six Months Three Months
Ended June 30, Ended June 30,
--------------- ---------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income $16,889 $16,732 $10,903 $11,914
Less: Preferred stock
dividends (1,032) (1,141) (516) (516)
------- ------- ------- -------
Net income available to
common stock - basic $15,857 $15,591 $10,387 $11,398
======= ======= ======= =======
Weighted average number of
common shares outstanding
- basic 10,366 10,188 10,358 10,309
Exercise of stock options - 63 - 64
------- ------- ------- -------
Weighted average number of
common shares outstanding
- diluted 10,366 10,251 10,358 10,373
======= ======= ======= =======
Basic earnings per common
share $1.53 $1.53 $1.00 $1.11
===== ===== ===== =====
Diluted earnings per common
share $1.53 $1.52 $1.00 $1.10
===== ===== ===== =====
</TABLE>
NOTE 4 - INVENTORIES
The inventory amounts at June 30, 1999 and December 31, 1998
were as follows:
<TABLE>
<CAPTION>
(Thousands of Dollars)
(Unaudited)
June 30, 1999 December 31, 1998
----------------- -----------------
<S> <C> <C>
Finished goods $ 63,506 $ 78,000
Work in process 97,567 78,728
Raw materials 119,252 105,430
Long-term contract costs 9,989 9,249
Customer deposits (6,817) (8,642)
-------- --------
$283,497 $262,765
======== ========
</TABLE>
<PAGE>
<TABLE>
NOTE 5. SUMMARY BUSINESS SEGMENT DATA
Sequa's sales and operating income by business segment are
as follows:
<CAPTION>
(Thousands of Dollars)
(Unaudited)
Sales Operating Income
Year to Date Year to Date
---------------- ---------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Aerospace $371,289 $389,498 $31,037 $32,092
Propulsion 135,822 136,345 2,851 9,164
Metal Coating 94,886 93,792 8,628 5,965
Specialty Chemicals 77,994 74,117 9,961 8,825
Other Products 160,455 203,767 8,818 13,196
Corporate - - (14,380) (14,965)
-------- -------- ------- -------
TOTAL $840,446 $897,519 $46,915 $54,277
======== ======== ======= =======
</TABLE>
<TABLE>
<CAPTION>
Sales Operating Income
Second Quarter Second Quarter
-------------- ----------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Aerospace $183,582 $194,546 $16,379 $15,653
Propulsion 75,174 70,972 2,896 3,882
Metal Coating 50,605 50,094 5,643 4,812
Specialty Chemicals 39,502 38,563 5,121 4,750
Other Products 84,317 103,491 3,895 7,765
Corporate - - (7,310) (7,352)
-------- -------- ------- -------
TOTAL $433,180 $457,666 $26,624 $29,510
======== ======== ======= =======
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
SALES
- -----
Aerospace sales declined 5% in the six months and 6% in the
second quarter of 1999. After excluding 1998 sales of the U.K.
unit divested in mid-1998 ($8.7 million in the six months and
$3.8 million in the three months of 1998) pro forma sales were
approximately 3% lower for both 1999 periods. Original equipment
manufacturer ("OEM") sales were down significantly in both
periods as a result of order cancellations and delivery stretch
outs by the major engine manufacturers. Repair sales advanced in
both periods, with strength in the commercial aviation
aftermarket. Year-to-date results for this portion of the
business were tempered by lower repair sales to the U.S. military
in the first quarter of 1999. Reduced demand from the engine
<PAGE>
SALES (cont'd)
- -----
manufacturers is expected to continue for at least the next few
quarters.
Sales of the Propulsion segment for the six months were on a
par with the same period of 1998, while sales for the second
quarter were 6% ahead of 1998. For the six months, improvements
in the sales of solid rocket motors and airbag inflators were
offset by declines in sales of airbag inflator components to BAG
SpA, our 50% owned affiliate, and lower sales of liquid rocket
motors. In the second quarter sales were higher as strong
advances in solid and liquid rocket motors more than offset a
decline in sales of airbag inflator components to BAG SpA.
Airbag inflator sales were on a par with 1998.
Sales of the Metal Coating segment increased 1% in each of
the 1999 periods. For the six months, sales in each of the three
product lines were ahead, while in the second quarter, an
increase in sales to the building products market more than
offset small declines in the container and other products
markets. Gains in the building products market reflect the fact
that the unit replaced all the sales lost in mid-1998 when a
major customer acquired coating capacity and brought the major
portion of its work in-house. On a pro forma basis, to exclude
1998 sales to this customer, building product sales increased by
approximately 10% and 12% in the six- and three-month periods of
1999.
Sales of the Specialty Chemicals segment advanced 5% in the
six months and 2% in the second quarter. Both periods benefitted
from strong second quarter demand for TAED. The six months of
1999 also reflect the inclusion of an extra month of sales from
the Italian specialty chemicals distribution unit acquired in
late January, 1998. These improvements were tempered by
unfavorable foreign exchange movements. Reported results were
also affected by a decline in the British pound sterling exchange
rate with the U.S. dollar.
Sales of the Other Products segment declined 21% in the
first six months of 1999 and 19% in the second quarter. The
decline was due entirely to the absence of sales from the Sequa
Chemicals unit (which amounted to $44.0 million and $22.3 million
in the six- and three-months of 1998), which was divested in the
fourth quarter of 1998. On a pro forma basis, to exclude the
sales of Sequa Chemicals from both 1998 periods, sales for the
first six months of 1999 were on a par with the 1998 level, and
second quarter 1999 sales were up 4%. Sales of the can machinery
unit declined in both periods as a result of the ongoing economic
problems in its key export markets of Asia and South America.
Based on current order backlog, sustained market weakness is
expected in the second half of 1999. Sales of MEGTEC Systems
<PAGE>
SALES (cont'd)
- -----
were ahead 8% in the six months and 4% in the second quarter.
The year-to-date improvement was driven by advances in the
emission control and graphic arts product lines, while advances
in graphic arts drove the second quarter improvement. Sales of
the automotive products supplier, Casco Products, registered
advances in both periods, led by a strong second quarter. The
advances in both periods were driven by strong sales of cigarette
lighters and power outlets. Sales for the second half of 1999
will benefit from the mid-June 1999 acquisition of Frankfurt,
Germany-based Schoeller & Co. GmbH, a supplier of automotive
cigarette lighters, power outlets and other automotive products.
Schoeller had approximately $20 million of annual sales in 1998.
Sales of the men's apparel unit were ahead in both periods due to
strength in both its basic tuxedo offerings and the more fashion
oriented After Six line of formalwear.
OPERATING INCOME
- ----------------
Operating income in the Aerospace segment declined 3% in the
six months and advanced 5% in the second quarter. The respective
six- and three-month periods of 1998 included $1.3 million and
$0.8 million of income from the U.K. unit divested in mid-1998.
Operating income for this segment was affected by legal costs in
all periods. Legal expenses related to the litigation with the
Pratt & Whitney division of United Technologies amounted to $0.6
million in the six months of 1999, down from $3.0 million in the
year-ago period, and $0.3 million in the second quarter of 1999,
down from $2.0 million in the same quarter of 1998. The 1999
year-to-date results reflect improvement at operating units that
primarily serve the commercial aviation repair aftermarket, as
well as the effect of lower legal expenses. These favorable
factors were more than offset by a combination of lower profits
at units serving the OEM market; higher selling and
administrative costs; the absence of profits from the divested
U.K. unit; and the costs to develop new products and processes.
For the second quarter, improved profits at units primarily
engaged in repair and the effect of lower legal expenses more
than offset the decline at the OEM units, the higher
administrative costs, the absence of profits from the divested
U.K. unit and the costs to develop new products and processes.
Operating income in the Propulsion segment declined 69% in
the six months and 25% in the second quarter. For the six
months, operating results in each of the three product lines
declined. At the automotive business, the decline was largely
the result of lower margins. At the solid rocket motor business,
the six month decline was due primarily to lower profits on the
current year's portion of a strategic missile program, as
<PAGE>
OPERATING INCOME (cont'd)
- ----------------
compared to the profits on the wind-down of an earlier phase of
this program in last year's first quarter, tempered by improved
1999 sales. Profits from the liquid rocket engine product line
declined largely due to lower margins and costs associated with
second quarter bid and proposal work on a large multi-year
strategic defense program. The second quarter profit decline was
largely attributable to the lower results of the automotive
inflator product line. While it made a strong recovery from its
first quarter 1999 loss, it was still behind the solid 1998
second quarter reported results. The decline was largely due to
lower margins. Solid rocket motor results were on a par with the
1998 second quarter and liquid rocket motor results were down,
primarily due to bid and proposal costs on a large multi-year
program.
Operating income in the Metal Coating segment increased 45%
and 17% in the six months and three months of 1999. Despite
continuing pricing pressures in steel related markets, the unit
improved profitability through a combination of cost reduction
programs and quality improvement initiatives.
Operating income in the Specialty Chemicals segment
increased 13% and 8% in the six months and three months of 1999.
Both periods benefitted from increased second quarter sales of
TAED and aggressive cost reduction programs. These benefits were
partially offset by the impact of currency movements on the
margins in the segment. This unit is primarily impacted by the
rate of exchange between the British pound sterling and the Euro.
Operating income in the Other Products segment declined 33%
in the first six months of 1999 and 50% in the second quarter.
On a pro forma basis to exclude from the 1998 periods the profits
of the divested Sequa Chemicals unit ($3.7 million for the six
months and $2.3 million for the quarter) the declines were 7% for
the six months and 29% for the second quarter. At the can
machinery unit, profits for both periods were substantially lower
than a year ago, due to both the sales decline and a second
quarter severance provision. Profits for this unit are expected
to further weaken in the second half of 1999. At the MEGTEC
Systems unit, the profit increase for the six months largely
reflects the absence of the first quarter 1998 severance
provision partially offset by a second quarter 1999 bad debt
provision. Second quarter 1999 MEGTEC profits were down,
primarily due to the recording of a bad debt provision. Profits
in 1999 at the automotive unit were on a par with 1998 for the
six months and ahead for the second quarter. In both periods the
benefits of improved sales were offset by an unfavorable sales
mix shift and continued pricing pressures. The increase in
profit in the second quarter resulted from cost reduction
programs. Profits at the men's apparel unit increased primarily
due to higher sales in both periods.
<PAGE>
EQUITY IN INCOME (LOSS) OF UNCONSOLIDATED JOINT VENTURES
- --------------------------------------------------------
During 1998, Sequa had investments in two unconsolidated
joint venture partnerships formed to develop, produce and market
hybrid inflators for automotive airbags: Bendix Atlantic
Inflator Company ("BAICO"), a 50/50 joint venture with
AlliedSignal; and BAG SpA, an Italian joint venture with Breed
Technologies Inc. ("Breed") and a subsidiary of Fiat Avio, with
each participant owning a one-third interest in the venture. In
late January 1998, Sequa increased its ownership in BAICO to 100%
with the purchase of AlliedSignal's share of the joint venture.
In April 1999, Sequa increased its ownership in BAG SpA to
50% with the purchase of half of Fiat Avio's interest for $2.6
million, of which $0.4 million was paid on the purchase date,
$1.1 million was paid on July 1, 1999 and $1.1 million is payable
on October 1, 1999. The carrying value of Sequa's 50% equity
interest in BAG SpA at June 30, 1999 was $3.3 million (excluding
the July 1, 1999 payment). In addition, Sequa has issued letters
of credit to guarantee approximately 50% of BAG SpA's outstanding
bank debt which was $12.7 million at June 30, 1999.
Sequa's share of the losses of the unconsolidated airbag
businesses was equity losses of $1.0 million during the six-month
period of 1999, $1.3 million during the six-month period of 1998,
$0.4 million during the second quarter of 1999 and $0.8 million
during the second quarter of 1998. Sequa has other ownership
interests in unconsolidated joint ventures, one of the largest of
which is a 50/50 partnership with United Technologies Corporation
in Advanced Coatings Technologies (ACT), a joint venture which
owns and operates an electron beam ceramic coater for the
application of Pratt & Whitney coatings to jet engine parts.
Sequa's equity share of the earnings of ACT was income of $0.6
million during the six-month period of 1999, $1.1 million during
the six-month period of 1998, $0.3 million during the second
quarter of 1999 and $0.6 million during the second quarter of
1998.
OTHER, NET
- ----------
In both the six- and three-month periods of 1999, Other, net
included $2.2 million of income related to the adjustment of the
gain on the sale of Sequa Chemicals recorded upon final
settlement with the purchaser, a $1.3 million gain on the sale of
marketable securities and a $1.6 million gain on the sale of
land. In six-month period of 1999 Other, net included $1.6
million of income related to the collection of a note receivable
written off more than ten years ago. Other, net also included
discount expense of $1.5 million and $1.0 million related to the
sale of accounts receivable during the six- and three-month
periods of 1999, respectively. In both the six- and three-month
<PAGE>
OTHER, NET (cont'd)
- ----------
periods 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 loss of funds advanced to a
vendor engaged to implement a freight consolidation program.
INCOME TAX PROVISION
- --------------------
At the end of each quarter, Sequa estimates the effective
tax rate expected to be applicable for the full fiscal year. The
effective tax rates for the six-month periods of 1999 and 1998
were based upon estimated annual pre-tax earnings excluding the
gain on the sale of Sequa Chemicals recorded in the fourth
quarter of 1998. The effective tax rates reflect nondeductible
goodwill amortization, the effect of a provision for state income
and franchise taxes and the establishment of a valuation
allowance in 1998 to eliminate the tax benefit for losses of one
of Sequa's French subsidiaries. The French subsidiary returned
to profitability in 1999, and the resulting benefit from
utilization of the net operating loss carryforward combined with
the absence of a valuation allowance was the primary reason for
the significant reduction in the six-month 1999 effective tax
rate. The estimated annual effective tax rates were then applied
to interim pre-tax earnings. The tax provision for the second
quarters of 1999 and 1998 represent the difference between the
year-to-date tax provisions recorded as of June 30, 1999 and 1998
and the amounts reported for the first quarters of 1999 and 1998.
RISK/CONCENTRATION OF BUSINESS
- ------------------------------
Sequa is engaged in the automotive airbag inflator business
through both the Atlantic Research Automotive Products unit
("ARAP") in the Propulsion segment and its equity investment in
BAG SpA, an Italian joint venture. Breed is the major customer
of ARAP, accounting for 26% of the Propulsion segment's 1998
annual sales and 32% of the Propulsion segment's sales in the
first half of 1999. Breed is also the sole customer of, and a
50% equity partner in, BAG SpA. BAG SpA, which purchases
inflator components from ARAP, accounted for 10% of the
Propulsion segment's 1998 annual sales and 7% of the Propulsion
segment's sales in the first half of 1999. (See the "Equity in
Income (Loss) of Unconsolidated Joint Ventures" section of this
MD&A for further information on BAG SpA.)
In Breed's Form 10-Q for the quarter ended March 31, 1999,
filed with the Securities and Exchange Commission, Breed
disclosed it would have been in violation of certain financial
covenants in the loan agreement relating to its credit facility
as of March 31, 1999 and Breed obtained a waiver of those
covenants from the lenders that was effective through June 29,
1999. On June 30, 1999, Breed announced that it had obtained a
<PAGE>
RISK/CONCENTRATION OF BUSINESS (cont'd)
- ------------------------------
waiver of certain of the financial covenants related to its
credit facility through October 12, 1999. The terms of the
waiver impose certain obligations upon Breed during the waiver
period which, if not complied with, could result in termination
of the waiver and a default under the credit facility. For more
detailed information on Breed's financial issues, the reader is
encouraged to review Breed's recent filings with the Securities
and Exchange Commission. If Breed is unable to meet its
financial obligations, it could have a serious impact on future
sales and operating results of ARAP and BAG SpA.
At June 30, 1999, ARAP had trade accounts receivable of
$14.0 million due from Breed (of which $8.6 million was current,
$4.6 million was past due 30 days or less, and the remaining $0.8
million (certain of which was in dispute) was more than 30 days
past due) and $14.2 million due from BAG SpA (of which $2.9
million was current, $4.8 million was past due 60 days or less,
and the remaining $6.5 million was more than 60 days past due).
BAG SpA had trade accounts receivable of $19.4 million due from
Breed, which was current except for $4.1 million which was paid
in early July, and an additional $1.2 million of net non-trade
receivables due from Breed. At June 30, 1999, neither ARAP nor
BAG SpA had any significant reserves related to the Breed
accounts receivable. Management continues to monitor this
situation closely.
YEAR 2000 COMPUTER ISSUE
- ------------------------
Certain of Sequa's computer systems process transactions
based on storing two digits for the year of a transaction rather
than the full four digits. Such systems may not be 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.
Many of Sequa's operating units utilize purchased software,
and related software maintenance agreements provide for upgrades
which have addressed, or will address, the Y2K issue. Sequa's
estimate to become Y2K compliant includes the entire cost of new
software, including software purchased primarily for reasons
other than to address the Y2K issue. The costs of data
processing personnel on staff are not included in the estimate,
but outside consultants are included. As of June 30, 1999,
management estimates that the total cost of hardware, software,
training, testing and other costs related to Y2K issues will be
approximately $26.7 million. As of June 30, 1999, $16.6 million
of these costs has been incurred, with $10.8 million capitalized
and the balance of approximately $5.8 million expensed. Sequa
anticipates that approximately two thirds of the $10.1 million of
estimated future costs will be capitalized. Future costs will be
<PAGE>
YEAR 2000 COMPUTER ISSUE (cont'd)
- ------------------------
funded from Sequa's sources of funds, as discussed in the
"Liquidity and Capital Resources" section of this MD&A.
Sequa is a decentralized organization. Consequently,
compliance with the Y2K issue is the responsibility of individual
operating units. Corporate systems are the responsibility of the
individual staff departments. Sequa's senior management is
monitoring the progress of the various units and corporate
departments.
In evaluating Sequa's progress related to Y2K issues, the
following five major areas have been reviewed in detail:
. APPLICATION SYSTEMS. Broadly used business applications
which are supported by internal management information
systems (MIS) employees.
. TECHNICAL INFRASTRUCTURE. MIS-supported hardware and
software, including standard commercial packages on local
PCs.
. FACILITIES & EQUIPMENT. Manufacturing equipment and
building equipment, such as HVAC and telephones, plus any
other logic-based equipment.
. THIRD-PARTY RELATIONSHIPS. Entire supply chain,
including suppliers, customers, financial institutions
and necessary regulatory agencies.
. END-USER COMPUTING. End-user developed coding (for
example, in tools such as Microsoft Access and Microsoft
Excel) plus items purchased by end users outside of the
MIS support structure. This area was found to have no
critical applications; therefore, no further reporting
will be done on it.
Each unit's progress in the first three major areas is
categorized in one of four life cycles defined below:
. INVENTORY & ASSESSMENT (I&A). Awareness of problem,
detailed inventory creation, evaluation of the Y2K status
of each item, and remediation plan.
. RENOVATION/REPLACEMENT (R). Any repair efforts.
. TESTING & IMPLEMENTATION PROGRAM (T&I). Technical and
Y2K acceptance testing plus reintroduction into the
production environment.
. PRODUCTION SUPPORT (PS). Ongoing execution of the item
after repair.
<PAGE>
Year 2000 Computer Issue (cont'd)
- ------------------------
Following is the assessment of the operating units' and the
corporate departments' Y2K progress in the areas of application
systems, technical infrastructure and facilities and equipment at
June 30, 1999. While the Y2K remediation efforts are ongoing,
the assessments provide a snapshot at a given point in time; they
will continue to be updated in Sequa's future filings. In all
tables in this Y2K section, the X in the status column means that
this was the life cycle stage primarily being worked on at the
time of the review. In the case of Gas Turbine, the figures in
the status columns represent the number of units that are doing
work in each of the life cycle stages. Blank spaces to the left
of each X signify that these life cycle stages were complete at
the time of the review. Blank spaces to the right of the X
signify that while work may have started on these stages, the
unit was still most heavily involved in the column marked with
the X at the time of the review.
Status
------------------------
Application systems I&A R T&I PS
------------------- --- - --- --
Gas Turbine 16 3 4
Atlantic Research X
Precoat Metals X
Warwick X
MEGTEC Systems X
Can Machinery X
Casco Products X
Men's Apparel X
Corporate X
Renovation and/or replacement of substantially all
significant application systems is expected to be completed
during the third quarter of 1999.
Status
------------------------
Technical infrastructure I&A R T&I PS
------------------------ --- - --- --
Gas Turbine 12 5 6
Atlantic Research X
Precoat Metals X
Warwick X
MEGTEC Systems X
Can Machinery X
Casco Products X
Men's Apparel X
Corporate X
<PAGE>
YEAR 2000 COMPUTER ISSUE (cont'd)
- ------------------------
Sequa has a variety of technical infrastructures at its units
and is working with the vendors of these systems to repair or
replace system hardware and software to ensure Y2K compliance.
Based upon the results of a review performed by an international
consulting firm in 1998, Sequa does not believe this to be an
area of high risk.
Status
------------------------
Facilities & equipment I&A R T&I PS
---------------------- --- - --- --
Gas Turbine 11 5 7
Atlantic Research X
Precoat Metals X
Warwick X
MEGTEC Systems X
Can Machinery X
Casco Products X
Men's Apparel X
Corporate X
Sequa has been reviewing, and continues to review, the Y2K
readiness of its major suppliers and customers. Sequa has in
place a program of requesting assurances of Y2K readiness from
such suppliers and customers; however, certain of those third
parties have either declined to provide requested assurances or
have limited the scope of assurances to which they are willing to
commit. Based on these communications, Sequa currently has no
knowledge of any significant third party Y2K non-compliance
issues.
Sequa is developing contingency plans which include, but are
not limited to, securing alternative suppliers and assessing the
need to maintain increased inventory levels to diminish
disruptions which may result from the Y2K issue. The need for
and extent of contingency plans is being evaluated by each of the
operating units, and plans are being developed to the extent
needed based on various factors, including: the unit's ongoing
progress; the extent of significant identified problems or
unknowns; overall evaluation of risk, etc. There can be no
guarantee that Sequa's effort to be Y2K compliant will prevent a
material adverse impact on its results of operations, financial
condition or cash flows. If Sequa and/or third parties upon
which Sequa relies are not fully Y2K compliant, the possible
consequences could include: temporary plant closings; delays in
the delivery of finished products; delays in the receipt of key
purchased materials and services; invoice and collection errors;
customer and vendor relations problems, etc. These consequences
could possibly have a material adverse impact on Sequa's results
of operations, financial condition and cash flows if Sequa is
unable to conduct its business in the ordinary course. Sequa
<PAGE>
YEAR 2000 COMPUTER ISSUE (cont'd)
- ------------------------
believes that its readiness program will reduce the likelihood,
severity and duration of any possible disruptions. Sequa expects
that its Y2K compliance program will be largely completed before
December 31, 1999.
EURO CONVERSION
- ---------------
On January 1, 1999, certain member countries of the European
Union established fixed conversion rates between their existing
currencies and the European Union's common currency (Euro). The
transition period for the introduction of the Euro will extend to
January 1, 2002. Sequa, in conjunction with its Y2K efforts, has
begun to identify Euro conversion compliance issues and work on
remediation of anticipated problems.
Based on its evaluation, management believes that the
introduction of the Euro, including the total costs for the
conversion, will not have a material adverse impact on Sequa's
financial position, results of operations or cash flows.
However, uncertainty exists as to the effects the Euro will have
on the marketplace, and there is no guarantee that all problems
will be foreseen and corrected or that third parties will address
the conversion successfully.
ENVIRONMENTAL MATTERS
- ---------------------
Sequa's environmental department, under senior management
direction, manages all activities related to Sequa's involvement
in environmental clean-up. This department establishes the
projected range of expenditures for individual sites with respect
to which Sequa may be considered a potentially responsible party
under applicable federal or state law. These projected
expenditures, which are reviewed periodically, include: remedial
investigation and feasibility studies; outside legal, consulting
and remediation project management fees; the projected cost of
remediation activities; site closure and post-remediation
monitoring costs. The assessments take into account currently
available facts, existing technology, presently enacted laws,
past expenditures, and other potentially responsible parties and
their probable level of involvement. Outside technical,
scientific and legal consulting services are used to support
management's assessments of costs at significant individual
sites.
<PAGE>
ENVIRONMENTAL MATTERS (cont'd)
- ---------------------
It is Sequa's policy to accrue environmental remediation
costs for identified sites when it is probable that a liability
has been incurred and the amount of loss can be reasonably
estimated. The potential exposure for such costs is estimated to
range from $14 million to $30 million. At June 30, 1999, Sequa's
balance sheet includes accruals for remediation costs of $22.4
million. These accruals are at undiscounted amounts and are
included in accrued expenses and other noncurrent liabilities.
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 remediation costs will be in the range
of $6 million to $10 million during 1999 and between $4 million
and $8 million during 2000. During the first six months of 1999,
actual expenditures for the remediation of previously
contaminated sites were $3.1 million.
BACKLOG
- -------
The businesses of Sequa for which backlogs are significant
are the Turbine Airfoils, Caval Tool, Turbocombuster Technology
and Casting units of the Aerospace segment; the solid and liquid
rocket motor operations of the Propulsion segment; and the can
machinery, MEGTEC and men's apparel units of the Other Products
segment. The aggregate dollar amount of backlog in these units
at June 30, 1999 was $241.3 million ($305.4 million at December
31, 1998). The decline from year-end is primarily attributable
to a 27% backlog reduction at the Gas Turbine OEM units. 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.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Net cash used for operating activities was $18.3 million in
the first half of 1999, compared with $23.9 million provided by
operating activities in the first half of 1998. The primary
reasons for the 1999 decline were the higher levels of working
capital requirements and an increase in foreign and state income
taxes paid during the 1999 period. Net cash used for investing
activities increased to $73.1 million in the first half of 1999
from $42.5 million in the first half of 1998. The major factors
in the 1999 increase were the absence of proceeds from the sale
of a business during 1998 and $22.8 million of investments made
during 1999 within the Aerospace segment, including a $12.8
million capital contribution to a joint venture. These increases
in cash used for investing activities were partially offset by
lower expenditures for businesses purchased during the first half
of 1999. Cash provided by financing activities in the first half
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES (cont'd)
- -------------------------------
of 1999 was $55.7 million compared to cash used for financing
activities of $31.7 million in the first half of 1998. The $87.4
million increase was primarily attributable to $63.5 million of
proceeds from the sale of accounts receivable and reduced net
debt payments during the first half of 1999.
Capital expenditures amounted to $45.9 million during the
first half of 1999 and $46.2 million during the first half of
1998, with spending in the 1999 period concentrated in the
Aerospace, Propulsion and Metal Coating segments. These funds
were primarily used to upgrade existing facilities and equipment
and to expand capacity. Sequa currently anticipates that capital
spending in 1999 will be approximately $100 to $110 million and
will be concentrated in the same segments.
In July 1999, Sequa issued $500 million of 9% Senior Notes
due August 1, 2009 under a shelf registration statement filed
with the Securities and Exchange Commission in October 1998. The
net proceeds from the offering will be used to repay Sequa's
9 5/8% Senior Notes due October 15, 1999; and to redeem in
December 1999 its 8 3/4% Senior Notes due 2001 and its 9 3/8%
Senior Subordinated Notes due 2003. The remainder of the net
proceeds will be used for general corporate purposes. Pending
these uses, the net proceeds of this offering will be invested in
short-term interest-bearing instruments. Sequa currently
anticipates that in the fourth quarter of 1999, the early
retirement of its 8 3/4% Senior Notes and its 9 3/8% Senior
Subordinated Notes will result in extraordinary losses
aggregating approximately $5.7 million, net of tax benefits of
approximately $3.1 million.
Sequa has an issue with the Internal Revenue Service ("IRS")
involving the 1989 restructuring of two subsidiaries. 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. At June 30, 1999, the net
amount involved was approximately $59 million, composed of the
potential liability associated with the restructuring and related
tax issues; interest expense, net of tax benefit, from the date
of the resulting tax refund; and deferred tax assets for portions
of tax loss and credit carryforwards which could be utilized in a
settlement. Management has had preliminary settlement
discussions with the IRS, and on October 1, 1998, Sequa made a
deposit of $24 million with the IRS against the expected
liability for additional tax and interest that may be assessed
against Sequa related to certain of these tax matters. The
deposit stops the running of interest with respect to the amounts
deposited. Discussions have continued, and management believes
there is a possibility for final resolution of this matter by the
end of 1999, and that, in the event of an unfavorable resolution,
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES (cont'd)
- -------------------------------
Sequa will have sufficient resources available to make any
additional negotiated or adjudicated payment.
Management currently anticipates that cash flow from
operations, proceeds from the divestiture of assets, the $101.5
million of credit available at July 28, 1999 under the revolving
credit agreement, the $4.5 million of available financing under
the Receivables Purchase Agreement at July 28, 1999,
approximately $60 million of the proceeds from the recent public
debt issuance which is available for general corporate purposes
and the $43.2 million of cash and cash equivalents on hand at
June 30, 1999 will be sufficient to fund Sequa's operations,
niche acquisitions and airline spare parts inventory purchases
for the next two years.
OTHER INFORMATION
- -----------------
SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," was issued in June 1998. 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 Sequa's consolidated financial statements. Recently the
effective date of this statement was delayed one year to fiscal
years beginning after June 15, 2000, with earlier adoption
encouraged. Sequa will adopt this accounting standard as
required by January 1, 2001.
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.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
There has been no material change in Sequa's assessment of
its sensitivity to market risk since its presentation set forth
in Item 7A, "Quantitative and Qualitative Disclosures About
Market Risk," in its Annual Report on Form 10-K for the year
ended December 31, 1998.
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Sequa 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
Sequa 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 sought unspecified
monetary damages and injunctive relief based on alleged breaches
of certain license agreements, alleged infringement of patents
and misuse of Pratt & Whitney intellectual property. Chromalloy
answered the complaint denying UTC's claims, and Chromalloy filed
counterclaims against UTC seeking monetary, declaratory and
injunctive relief based on UTC's breaches of license agreements,
failure to return royalty over payments, patent invalidity, and
patent misuse. For a detailed report on earlier developments in
this matter, please see Sequa's Report on Form 10-K for the years
ended December 31, 1997, and December 31, 1998, Reports on Form
10-Q for the quarters ended March 31, 1998, June 30, 1998,
September 30, 1998, and March 31, 1999, and its Report on Form
8-K, filed on September 10, 1998.
The most recent significant events and the current status
follow. On August 14, 1998, the Court issued a Memorandum Opinion
and Order relating to Chromalloy's claim under the parties' 1985
Repair Agreement ordering UTC to provide Chromalloy with updated
technical data on an ongoing basis and to evaluate and grant
repair approvals to Chromalloy to repair components for the most
advanced models of several Pratt & Whitney engine families,
including the PW 4000 series, the PW 2000 series, and the V2500
series. The Court also held that UTC had violated the 1985
Repair Agreement by failing to notify and offer Chromalloy the
more favorable licensing terms, including lower royalty rates,
that Pratt & Whitney negotiated with other component repair
suppliers. The trial on the monetary damages and other remedies
being sought by Chromalloy on that claim, originally scheduled
for July 1999 has been adjourned to an undetermined date.
UTC has filed a Notice of Appeal to the United States Court
of Appeals for the Federal Circuit (the Federal Circuit). On
March 1, 1999, the Federal Circuit denied UTC's application to
stay the August 14, 1998 Order stating that UTC "has not shown a
strong likelihood of success" on the merits of its appeal.
UTC's appeal to the Federal Circuit is now fully briefed and
pending. Oral argument was heard on the appeal on June 7 and the
Court took the matter under submission. It would be
<PAGE>
ITEM 1. LEGAL PROCEEDINGS (cont'd)
premature at this stage for management to make an evaluation of
the likely outcome of Chromalloy's remaining claims or UTC's
appeal.
On August 29, 1995, Chromalloy filed suit against UTC in the
131st District Court of Bexar County, Texas. This suit sought
unspecified damages and injunctive relief for violations by UTC
of the Texas Free Enterprise and Antitrust Act. UTC filed
counterclaims against Chromalloy for alleged breach of contract
and unfair competition. For a detailed report on earlier
developments in this matter, please see Sequa's previous filings
listed in the first paragraph of this Item. The only remaining
issue in this case is Chromalloy's appeal of the trial court's
denial of injunctive relief. On October 14, 1998, the Fourth
Court of Appeals issued its decision refusing to overturn the
trial court's denial of Chromalloy's request for injunctive
relief. Chromalloy disagrees with the decision and has filed a
motion for reconsideration, both to the three-judge panel that
decided the case and also to the entire Court of Appeals for en
banc consideration. Those motions are still pending.
On October 17, 1996, Chromalloy filed suit against UTC in the
United States District Court for the District of Delaware. The
suit sought unspecified damages for injunctive relief against
alleged infringement of Chromalloy patents. UTC filed its answer
asserting certain affirmative defenses and four counterclaims.
This case was fully resolved prior to trial. For a detailed
report on earlier developments in this matter, please see the
reports listed in the first paragraph of this Item.
Chromalloy's divisions compete for turbine engine repair
business with a number of other companies, including the original
equipment manufacturers (OEMs). The 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 the 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 Sequa 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 these matters, its
experience to date and discussions with counsel, the ultimate
outcome of these Legal Proceedings, net of liabilities already
accrued in Sequa's Consolidated Balance Sheet, is not expected to
have a material adverse effect on Sequa's consolidated financial
<PAGE>
ITEM 1. LEGAL PROCEEDINGS (cont'd)
position, although the resolution in any reporting period of one
or more of these matters could have a significant impact on
Sequa's results of operations for that period.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders of Sequa Corporation was
held on May 6, 1999, for the purpose of electing directors,
approving an amendment to the Sequa Corporation Restated
Certificate of Incorporation, as amended, to increase the number
of authorized shares of Class A common stock and of Class B
common stock, and appointing the independent public accountants.
Proxies for the meeting were solicited pursuant to Section 14(a)
of the Securities Exchange Act of 1934, as amended, and there was
no solicitation in opposition to management's solicitations.
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (cont'd)
All of management's nominees for director, 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 37,030,025 47,708
Leon Black 36,473,762 603,971
Alvin Dworman 37,031,785 45,948
David S. Gottesman 37,031,865 45,868
Stuart Z. Krinsly 37,030,025 47,708
Donald D. Kummerfeld 37,037,975 39,758
Richard S. LeFrak 37,038,375 39,358
John J. Quicke 37,038,479 39,254
Michael I. Sovern 37,038,457 39,276
Fred R. Sullivan 37,031,165 46,568
Gerald Tsai, Jr. 37,037,875 39,858
</TABLE>
The amendment to the Sequa Corporation Restated Certificate
of Incorporation, as amended, to increase the authorized number
of shares of Class A Common Stock from 25,000,000 to 50,000,000
and to increase the authorized number of shares of Class B Common
Stock from 5,000,000 to 10,000,000 was approved by the following
vote:
<TABLE>
<CAPTION>
Votes Votes
Votes For Against Abstaining
<S> <C> <C> <C>
Class A Vote 5,193,532 884,062 1,096
Class B Vote 30,469,200 521,180 1,680
Combined Vote of Class A,
Class B and Preferred Stock 35,668,668 1,405,930 3,135
</TABLE>
The appointment of Arthur Andersen LLP as independent public
accountants for the fiscal year 1999 was approved by the
following vote:
<TABLE>
<CAPTION>
Votes Votes
Votes For Against Abstaining
<S> <C> <C> <C>
Approval of Arthur
Andersen LLP 37,065,774 8,638 3,321
</TABLE>
<PAGE>
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3(i) Certificate of Amendment of Certificate of
Incorporation, dated June 4, 1999 (incorporated
by reference to Exhibit 3(i)(c) of Registration
Statement No. 333-82211 on Form S-8, filed on
July 2, 1999).
10.4 Amendment No. 1 (dated as of May 28, 1999) to
the Receivables Purchase Agreement, dated as of
November 13, 1998, filed herewith.
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, 1999).
<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
(Acting Principal Financial Officer
and Chief Accounting Officer)
August 4, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
<CASH> 43,237
<SECURITIES> 0
<RECEIVABLES> 301,204
<ALLOWANCES> 18,053
<INVENTORY> 283,497
<CURRENT-ASSETS> 637,551
<PP&E> 1,117,727
<DEPRECIATION> 659,334
<TOTAL-ASSETS> 1,587,868
<CURRENT-LIABILITIES> 298,391
<BONDS> 500,032
0
797
<COMMON> 11,002
<OTHER-SE> 650,753
<TOTAL-LIABILITY-AND-EQUITY> 1,587,868
<SALES> 840,446
<TOTAL-REVENUES> 840,446
<CGS> 673,368
<TOTAL-COSTS> 673,368
<OTHER-EXPENSES> (7,357)
<LOSS-PROVISION> 3,230
<INTEREST-EXPENSE> 23,983
<INCOME-PRETAX> 30,289
<INCOME-TAX> 13,400
<INCOME-CONTINUING> 16,889
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,889
<EPS-BASIC> 1.53
<EPS-DILUTED> 1.53
</TABLE>
<PAGE>
FIRST AMENDMENT TO
RECEIVABLES PURCHASE AGREEMENT
THIS FIRST AMENDMENT (this "AMENDMENT") dated as of May 28,
1999 is entered into among SEQUA RECEIVABLES CORP., a New York
corporation (the "SELLER"), SEQUA CORPORATION, a Delaware
corporation (the "SERVICER"), LIBERTY STREET FUNDING CORPORATION,
a Delaware corporation (the "ISSUER"), and THE BANK OF NOVA
SCOTIA, a Canadian chartered bank acting through its New York
Agency ("BNS"), as administrator(in such capacity, together with
its successors and assigns in such capacity, the
"ADMINISTRATOR").
R E C I T A L S
1. The Seller, the Servicer, the Issuer and the
Administrator are parties to that certain Receivables Purchase
Agreement dated as of November 13, 1998 (the "AGREEMENT").
2. The Seller, the Servicer, the Issuer and the
Administrator desire to amend the Agreement as hereinafter set
forth.
NOW THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. CERTAIN DEFINED TERMS. Capitalized terms which are
used herein without definition and that are defined in the
Agreement shall have the same meanings herein as in the
Agreement.
2. AMENDMENTS TO AGREEMENT. The Agreement is hereby
amended as follows:
2.1 RECEIVABLE. The definition of "Receivable" in EXHIBIT
I to the Agreement is amended in its entirety as follows:
"`RECEIVABLE' means any indebtedness and other obligations
owed to the Seller as assignee of any Originator or any
Originator by, or any right of the Seller or any Originator to
payment from or on behalf of, an Obligor whether constituting an
account, chattel paper, instrument or general intangible arising
in connection with the sale of goods or the rendering of services
by such Originator, and includes the obligation to pay any
finance charges, fees and other charges with respect thereto;
PROVIDED, HOWEVER, Receivable shall not include any Receivable
the Obligor of which is Breed Industries, Inc., a Delaware
corporation, or any Affiliate or Subsidiary thereof."
<PAGE
3. REPRESENTATIONS AND WARRANTIES. Each of the Seller and
the Servicer hereby represents and warrants to the Administrator
and the Issuer as follows:
(a) REPRESENTATIONS AND WARRANTIES. The
representations and warranties of such Person contained in
EXHIBIT III to the Agreement are true and correct as of the
date hereof (unless stated to relate solely to an earlier
date, in which case such representations and warranties were
true and correct as of such earlier date).
(b) ENFORCEABILITY. The execution and delivery by
such Person of this Amendment, and the performance of its
obligations under this Amendment and the Agreement, as
amended hereby, are within its corporate powers and have
been duly authorized by all necessary corporate action on
its part. This Amendment and the Agreement, as amended
hereby, are its valid and legally binding obligations,
enforceable in accordance with its terms.
(c) TERMINATION EVENT. No Termination Event or
Unmatured Termination Event has occurred and is continuing.
4. EFFECTIVENESS. This Amendment shall become effective
as of the date hereof upon receipt by the Administrator of the
following, each duly executed and dated as of the date hereof (or
such other date satisfactory to the Administrator), in form and
substance satisfactory to the Administrator:
(a) counterparts of this Amendment (whether by
facsimile or otherwise) executed by each of the parties
hereto; and
(b) such other documents and instruments as the
Administrator may reasonably request.
5. EFFECT OF AMENDMENT. Except as expressly amended and
modified by this Amendment, all provisions of the Agreement shall
remain in full force and effect. After this Amendment becomes
effective, all references in the Agreement (or in any other
Transaction Document) to "the Receivables Purchase Agreement,"
"this Agreement," "hereof," "herein" or words of similar effect,
in each case referring to the Agreement, shall be deemed to be
references to the Agreement as amended by this Amendment. This
Amendment shall not be deemed to expressly or impliedly waive,
amend or supplement any provision of the Agreement other than as
set forth herein.
<PAGE>
6. COUNTERPARTS. This Amendment may be executed in any
number of counterparts and by different parties on separate
counterparts, and each counterpart shall be deemed to be an
original, and all such counterparts shall together constitute but
one and the same instrument.
7. GOVERNING LAW. This Amendment shall be governed by,
and construed in accordance with, the internal laws of the State
of New York without reference to conflict of laws principles.
8. SECTION HEADINGS. The various headings of this
Amendment are inserted for convenience only and shall not affect
the meaning or interpretation of this amendment or the Agreement
or any provision hereof or thereof.
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Amendment
as of the date first above written.
SEQUA RECEIVABLES CORP.
By:________________________________
Name:______________________________
Title:_____________________________
SEQUA CORPORATION
By_________________________________
Name:______________________________
Title:_____________________________
LIBERTY STREET FUNDING CORP.
By:________________________________
Name:______________________________
Title:_____________________________
THE BANK OF NOVA SCOTIA,
as Administrator
By:________________________________
Name:______________________________
Title:_____________________________
