<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended September 30, 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 October 31, 1999
----- -------------------------------
Class A Common Stock, no par value 7,039,512
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 Nine Months For the Three Months
Ended September 30, Ended September 30,
------------------- --------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
SALES $1,256,817 1,356,473 $416,371 $458,954
---------- --------- -------- --------
COSTS AND EXPENSES
Cost of sales 1,004,506 1,082,976 331,138 366,750
Selling, general and
administrative 179,572 190,957 59,409 63,941
---------- --------- -------- --------
1,184,078 1,273,933 390,547 430,691
---------- --------- -------- --------
OPERATING INCOME 72,739 82,540 25,824 28,263
OTHER INCOME (EXPENSE)
Interest expense (42,858) (39,288) (18,875) (13,402)
Interest income 6,486 3,930 3,787 1,400
Equity in income (loss) of
unconsolidated joint ventures (1,983) (1,102) (881) (309)
Other, net 7,554 3,408 1,794 (596)
---------- --------- -------- --------
INCOME BEFORE INCOME TAXES 41,938 49,488 11,649 15,356
Income tax provision (18,600) (22,200) (5,200) (4,800)
---------- --------- -------- --------
Income before extraordinary item 23,338 27,288 6,449 10,556
Extraordinary loss on early
retirement of debt, net of
applicable income taxes (1,483) - (1,483) -
---------- --------- -------- --------
NET INCOME 21,855 27,288 4,966 10,556
Preferred dividends (1,548) (1,657) (516) (516)
---------- --------- -------- --------
NET INCOME AVAILABLE
TO COMMON STOCK $ 20,307 $ 25,631 $ 4,450 $ 10,040
========== ========= ======== ========
BASIC AND DILUTED EARNINGS
PER SHARE
Income before extraordinary
item $ 2.10 $ 2.50 $ .57 $ .97
Extraordinary loss (.14) - (.14) -
---------- --------- -------- --------
Net income $ 1.96 $ 2.50 $ .43 $ .97
========== ========= ======== ========
DIVIDENDS DECLARED PER SHARE
Preferred $ 3.75 $ 3.75 $ 1.25 $ 1.25
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Amounts in thousands)
ASSETS
<CAPTION>
(Unaudited)
September 30, December 31,
1999 1998
---------- ----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 400,306 $ 84,889
Short-term investments - 11,475
Trade receivables (less
allowances of $15,960 and
$15,635) 308,178 292,152
Unbilled receivables (less
allowances of $1,518 and $879) 35,335 38,795
Inventories 308,535 262,765
Other current assets 28,070 25,792
---------- ----------
Total current assets 1,080,424 715,868
---------- ----------
INVESTMENTS
Net assets of discontinued
operations 102,589 105,152
Other investments 47,673 28,130
---------- ----------
150,262 133,282
---------- ----------
PROPERTY, PLANT AND EQUIPMENT, NET 466,394 451,443
---------- ----------
OTHER ASSETS
Excess of cost over net assets of
companies acquired 317,788 307,051
Deferred charges and other 32,264 16,503
---------- ----------
350,052 323,554
---------- ----------
TOTAL ASSETS $2,047,132 $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)
September 30, December 31,
1999 1998
---------- -----------
<S> <C> <C>
CURRENT LIABILITIES
Current maturities of long-term
debt $ 360,284 $ 8,659
Accounts payable 123,347 137,981
Taxes on income 1,268 16,499
Accrued expenses 181,219 174,800
---------- ----------
Total current liabilities 666,118 337,939
---------- ----------
NONCURRENT LIABILITIES
Long-term debt 573,918 500,685
Deferred taxes on income 47,150 40,422
Other noncurrent liabilities 83,680 79,649
---------- ----------
704,748 620,756
---------- ----------
SHAREHOLDERS' EQUITY
Preferred stock--$1 par value,
1,825,000 shares authorized,
797,000 shares of $5 cumulative
convertible stock issued at
September 30, 1999 and
December 31, 1998 (involuntary
liquidation value--$17,181 at
September 30, 1999) 797 797
Class A common stock--no par value,
50,000,000 shares authorized,
7,279,000 shares issued at
September 30, 1999 and 7,273,000 shares
issued at December 31, 1998 7,279 7,273
Class B common stock--no par value,
10,000,000 shares authorized,
3,727,000 shares issued at
September 30, 1999 and
December 31, 1998 3,727 3,727
Capital in excess of par value 288,337 288,379
Accumulated other comprehensive
loss (9,230) (1,016)
Retained earnings 464,977 444,669
---------- ----------
755,887 743,829
Less: Cost of treasury stock 79,621 78,377
---------- ----------
Total shareholders' equity 676,266 665,452
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $2,047,132 $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 Nine Months
Ended September 30,
------------------
1999 1998
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income before income taxes $ 41,938 $ 49,488
Adjustments to reconcile income to net
cash provided by (used for) operating activities:
Depreciation and amortization 65,473 66,448
Provision for losses on receivables 3,604 5,010
Equity in losses of unconsolidated joint ventures 1,983 1,102
Gain on sale of assets (3,055) (6,481)
Other items not providing cash (2,510) (1,073)
Changes in operating assets and liabilities,
net of businesses purchased and sold:
Receivables (37,210) (9,190)
Inventories (47,171) (9,761)
Other current assets (803) (3,844)
Accounts payable and accrued expenses (12,306) (7,008)
Other noncurrent liabilities (62) (8,658)
-------- --------
Net cash provided by continuing operations before
income taxes 9,881 76,033
Net cash provided by (used for) discontinued
operations before income taxes (235) 1,437
Income taxes paid, net (26,907) (14,400)
-------- --------
Net cash provided by (used for) operating activities (17,261) 63,070
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Businesses purchased, net of cash acquired (25,733) (32,812)
Business sold - 13,901
Short-term investments 15,041 11,234
Purchase of property, plant and equipment (70,268) (71,646)
Sale of property, plant and equipment 8,799 11,325
Other investing activities (27,317) (3,496)
-------- --------
Net cash used for investing activities (99,478) (71,494)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of accounts receivable, net 20,000 -
Proceeds from debt, net of issuance costs 487,740 -
Payments of debt (6,508) (51,574)
Early retirement of debt (66,554) -
Contribution from minority interest 3,280 -
Dividends paid (1,548) (1,657)
Proceeds from exercise of stock options 242 2,831
Purchase of treasury stock (1,670) -
-------- --------
Net cash provided by (used for) financing activities 434,982 (50,400)
-------- --------
Effect of exchange rate changes on cash and cash
equivalents (2,826) 3,330
-------- --------
Net increase (decrease) in cash and cash equivalents 315,417 (55,494)
Cash and cash equivalents at beginning of period 84,889 93,743
-------- --------
Cash and cash equivalents at end of period $400,306 $ 38,249
======== ========
<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, $2.7 million of income recorded in the third
quarter of 1999 related to the demutualization of an issuer of
corporate-owned life insurance policies 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 nine months ended September 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 nine-month and three-month
periods ended September 30, 1999 and 1998 is as follows:
<TABLE>
<CAPTION>
(Thousands of Dollars)
(Unaudited)
For the Nine Months For the Three Months
Ended September 30, Ended September 30,
------------------- ------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income $21,855 $27,288 $ 4,966 $10,556
Other comprehensive income
(loss):
Foreign currency
translation adjustments (9,703) 10,404 9,072 9,064
Unrealized gain (loss) on
marketable securities,
net of reclassification
adjustment 2,291 (1,954) - (3,882)
Tax benefit (provision) on
unrealized gain (loss) on
marketable securities (802) 684 - 1,359
------- ------- ------- -------
Comprehensive income (loss) $13,641 $36,422 $14,038 $17,097
======= ======= ======= =======
</TABLE>
Unrealized gains arising on marketable securities during the
nine month period 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 reflects the potential dilution that would have
occurred if the outstanding options to purchase shares of Class A
<PAGE>
<TABLE>
NOTE 3. EARNINGS PER SHARE (cont'd)
common stock were exercised. 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:
<CAPTION>
(Thousands of dollars)
(Unaudited)
For the For the
Nine Months Three Months
Ended September 30, Ended September 30,
------------------- -------------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Income before extraordinary
item $23,338 $27,288 $ 6,449 $10,556
Less: Preferred stock
dividends (1,548) (1,657) (516) (516)
------- ------- ------- -------
Income before extraordinary
item available to common
stock 21,790 25,631 5,933 10,040
Extraordinary loss (1,483) - (1,483) -
------- ------- ------- -------
Net income available to
common stock $20,307 $25,631 $ 4,450 $10,040
======= ======= ======= =======
Weighted average number of
common shares outstanding
- basic 10,366 10,239 10,366 10,340
Exercise of stock options 5 8 43 7
------- ------- ------- -------
Weighted average number of
common shares outstanding
- diluted 10,371 10,247 10,409 10,347
======= ======= ======= =======
Basic earnings per common
share
Income before extraordinary
item $2.10 $2.50 $0.57 $0.97
Extraordinary loss (.14) - (.14) -
----- ---- ----- ----
Net income $1.96 $2.50 $0.43 $0.97
===== ===== ===== =====
Diluted earnings per common
share
Income before extraordinary
item $2.10 $2.50 $0.57 $0.97
Extraordinary loss (.14) - (.14) -
----- ----- ----- -----
Net income $1.96 $2.50 $0.43 $0.97
===== ===== ===== =====
</TABLE>
<PAGE>
<TABLE>
NOTE 4. INVENTORIES
The inventory amounts at September 30, 1999 and December 31,
1998 were as follows:
<CAPTION>
(Thousands of Dollars)
(Unaudited)
September 30, 1999 December 31, 1998
------------------ -----------------
<S> <C> <C>
Finished goods $ 75,422 $ 78,000
Work in process 96,254 78,728
Raw materials 137,219 105,430
Long-term contract costs 7,147 9,249
Customer deposits (7,507) (8,642)
-------- --------
$308,535 $262,765
======== ========
</TABLE>
NOTE 5. EXTRAORDINARY LOSS
During the third quarter of 1999, Sequa recognized a
$1,483,000 extraordinary loss as a result of the early redemption
of debt in the principal amount of $64,975,000. The
extraordinary loss consisted of the $703,000 write-off of the
associated debt issue costs plus $1,579,000 of premiums
associated with the redemption, net of income tax benefits of
$799,000.
NOTE 6. SUMMARY BUSINESS SEGMENT DATA
Sequa's sales and operating income by business segment are
as follows:
<TABLE>
<CAPTION>
(Thousands of Dollars)
(Unaudited)
Sales Operating Income
Year to Date Year to Date
-------------- --------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Aerospace $ 556,109 $ 586,983 $48,848 $47,570
Propulsion 201,018 201,535 4,217 11,151
Metal Coating 148,786 143,860 14,732 10,668
Specialty Chemicals 116,647 115,680 15,208 17,043
Other Products 234,257 308,415 11,724 19,221
Corporate - - (21,990) (23,113)
---------- ---------- ------- -------
TOTAL $1,256,817 $1,356,473 $72,739 $82,540
========== ========== ======= =======
</TABLE>
<TABLE>
<CAPTION>
Sales Operating Income
Third Quarter Third Quarter
-------------- ---------------
1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Aerospace $184,820 $197,485 $17,811 $15,478
Propulsion 65,196 65,191 1,366 1,987
Metal Coating 53,899 50,068 6,104 4,703
Specialty Chemicals 38,653 41,562 5,247 8,218
Other Products 73,803 104,648 2,906 6,025
Corporate - - (7,610) (8,148)
-------- -------- ------- -------
TOTAL $416,371 $458,954 $25,824 $28,263
======== ======== ======= =======
</TABLE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
SALES
- -----
Aerospace sales declined 5% in the nine months and 6% in
the third quarter of 1999. On a pro forma basis to exclude the
1998 sales of the U.K. unit divested in June, 1998 ($8.7
million), sales were approximately 4% lower for the nine months
of 1999. Sales to the original equipment manufacturers (OEMs)
were down significantly in both periods as a result of order
cancellations and delivery stretch outs by the major engine
manufacturers. Reduced demand from the engine manufacturers is
expected to continue into next year. By contrast sales to the
repair aftermarket advanced in both periods.
For both 1999 periods, sales of the Propulsion segment were
on a par with 1998 levels, as advances in solid and liquid rocket
motors were offset by declines in airbag inflators, primarily
component sales to BAG SpA, our 50% owned affiliate. Future
comparisons in this portion of the business are dependent on
sales to our largest customer, Breed Technologies, Inc., which,
along with certain of its U.S. subsidiaries, filed voluntary
petitions for reorganization under Chapter 11 of the United
States Bankruptcy Code. See the "Risk/Concentration of Business"
section of this filing for additional information.
Sales of the Metal Coating segment increased 3% in the nine
months and 8% in the third quarter, with increases in both
periods in all major product lines: building products,
containers, and other manufactured products. Advances in the
building products line reflect the fact that the unit replaced
all sales lost in mid-1998 when a major customer acquired coating
capacity and brought the bulk of its work in-house. On a pro
forma basis to exclude 1998 sales to this customer, sales of the
building products line increased approximately 6% in the nine
months and 9% in the third quarter of 1999.
Sales of the Specialty Chemicals segment increased 1% for
the nine months, but declined 7% in the third quarter. Sales for
the nine months of 1999 reflect slightly lower TAED sales, more
than offset by higher sales at the specialty chemical
distribution units. The third-quarter 1999 sales decline reflects
a more pronounced decline in sales of the detergent additive,
TAED, partially offset by increases in the specialty chemical
distribution units. The unfavorable TAED comparison results from
two principal factors: an unusually high level of sales in the
prior year period; and continued pressure brought on by the
strength of the pound sterling against other key currencies. In
addition, reported sales for both periods were affected by a
decline in the rate of exchange between the pound sterling and
the U.S. dollar.
<PAGE>
SALES (cont'd)
- -----
Sales of the Other Products segments declined 24% in the
first nine months of 1999 and 29% in the third quarter. The
decline was largely due to the absence of sales from the Sequa
Chemicals unit ($66.9 million in the nine months and $23.0
million in the third quarter 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
nine months of 1999 were down 3% from the 1998 level, and third
quarter 1999 sales were 10% lower. Sales of the can machinery
unit declined in both periods as a result of ongoing economic
problems in its key export markets of Asia and South America.
Sales of MEGTEC Systems were ahead 2% in the nine months and down
11% in the third quarter. For the year-to-date period advances
in the industrial products market more than offset a decline in
the graphic arts market. For the third quarter a continued
advance in industrial products was more than offset by lower
sales to the graphic arts and emission control markets. Sales of
the automotive products supplier, Casco Products, registered
strong advances in both periods. Sales generated by the recently
acquired Germany-based automotive products supplier Schoeller &
Co. GmbH, combined with strong worldwide demand for lighters and
power outlets, drove the increases in both periods. Sales of the
men's apparel unit were lower for the third quarter but still
ahead for the nine months.
OPERATING INCOME
- ----------------
Operating income in the Aerospace segment advanced 3% in
the nine months and 15% in the third quarter. The nine-month
period of 1998 included income of $1.3 million from the U.K. unit
divested in mid-1998. Operating income was affected by legal
costs in all periods. Legal expenses related to the litigation
with the Pratt & Whitney division of United Technologies
Corporation amounted to $0.7 million in the nine months and $0.1
million in the third quarter of 1999, down from $4.5 million and
$1.5 million in the corresponding periods of 1998. Operating
income for both 1999 periods reflects improvement at operating
units that primarily serve the repair aftermarket and the benefit
of lower legal expenses. These favorable factors were partially
offset by a combination of: lower profits at units serving the
OEM market; higher selling and administrative expenses; the costs
to develop new products and processes; and, for the nine months,
the absence of profits from the divested U.K. unit.
Operating income in the Propulsion segment declined 62% for
the nine months and 31% for the three months of 1999. Year-to-
date results in all three major product areas were below the
comparable 1998 period, with the automotive sector accounting for
the major portion of the decline. The automotive decline was
<PAGE>
OPERATING INCOME (cont'd)
- ----------------
primarily attributable to lower margins due to mix, volume and
price. Sequa did not establish a bad debt provision related to
the bankruptcy of the unit's largest customer, Breed
Technologies, Inc. See the "Risk/Concentration of Business"
section of this filing for additional information. Results of
the liquid rocket motor line were also down sharply for the nine
months, primarily due to an unfavorable sales mix shift, higher
costs related to a newly acquired unit in the United Kingdom and
second-quarter bid and proposal costs on a large multi-year
program subsequently awarded to ARC. The third quarter segment
decline primarily reflected the liquid rocket motor unit's sales
mix and the U.K. cost factors.
Operating income in the Metal Coating segment increased 38%
in the nine months and 30% in the three months of 1999. Despite
continuing pricing pressures in the steel and aluminum coating
markets, the unit improved profitability through a combination of
cost reduction programs, quality improvement initiatives, and
higher sales.
Operating income in the Specialty Chemicals segment
declined 11% in the nine months, and 36% in the third quarter.
Profits for both periods were affected by lower third-quarter
TAED volume, narrower margins, an unfavorable pension comparison,
and the unfavorable effect of translating local currency results
to reported U.S. dollars.
Operating income in the Other Products segment declined 39%
in the nine months and 52% in the third quarter of 1999. On a
pro forma basis to exclude from the 1998 periods the profits of
the divested Sequa Chemicals unit ($5.4 million for the nine
months and $1.7 million for the third quarter), the declines were
15% for the nine months and 33% for the third quarter. At the
can machinery unit, profits for both periods were substantially
lower than a year ago, due to the sales decline. Profits for
this unit are expected to remain weak in the fourth quarter.
MEGTEC Systems operated at a breakeven for the nine months and
recorded a small loss in the third quarter on lower sales. The
automotive products unit recorded higher profits in both 1999
periods, primarily due to profits added by the recently acquired
German unit, and to improvements at its Brazilian operation.
Profits at the men's apparel unit were lower for the third
quarter but higher for the nine months consistent with sales
levels and mix.
<PAGE>
INTEREST EXPENSE
- ----------------
The increase in interest expense of $3.6 million in the
1999 nine-month period and $5.4 million in the third quarter of
1999 was due to an increase in average borrowings primarily
resulting from the issuance in July 1999 of $500 million of 9%
Senior Notes due 2009. See the "Liquidity and Capital Resources"
section of this MD&A for details of the use of proceeds of this
debt offering.
INTEREST INCOME
- ---------------
The increase in interest income of $2.5 million during the
1999 nine-month period and $2.4 million during the third quarter
of 1999 was primarily due to the proceeds from the 9% Senior
Notes issued in July 1999 which were invested in short-term
interest bearing investments.
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. The carrying value of Sequa's 50% equity interest in
BAG SpA at September 30, 1999 was $6.1 million. In addition,
Sequa has issued letters of credit to guarantee approximately 50%
of BAG SpA's outstanding bank debt which totaled $7.7 million at
September 30, 1999.
Sequa's share of the losses of unconsolidated airbag
operations was equity losses of $1.6 million during the nine-
month period of 1999, $1.8 million during the nine-month period
of 1998, $0.6 million during the third quarter of 1999 and $0.5
million during the third quarter of 1998. Sequa has other
ownership interests in unconsolidated joint ventures, one 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 $0.7
million during the nine-month period of 1999, $1.5 million during
the nine-month period of 1998, $0.2 million during the third
quarter of 1999 and $0.5 million during the third quarter of
1998.
<PAGE>
OTHER, NET
- ----------
During the nine-month period of 1999, Other, net included
$2.7 million of income related to the demutualization of an
issuer of corporate-owned life insurance policies, $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, $2.8 million of gains on the sale of excess real
estate, $1.6 million of income related to the collection of a
note receivable written off more than ten years ago, discount
expense of $2.0 million related to the sale of accounts
receivable and charges of $1.1 million for the amortization of
capitalized debt costs. During the nine-month period of 1998,
Other, net included a $6.7 million gain from the sale of a Gas
Turbine OEM business in the United Kingdom, a $2.0 million
provision related to the loss of funds advanced to a vendor
engaged to implement a freight consolidation program and charges
of $0.9 million for the amortization of capitalized debt costs.
In the third quarter of 1999, Other, net included $2.7
million of income related to the demutualization of an issuer of
corporate-owned life insurance policies, discount expense of $0.5
million related to the sale of accounts receivable and charges of
$0.4 million for the amortization of capitalized debt costs. In
the third quarter of 1998, Other, net included charges of $0.3
million for the amortization of capitalized debt costs.
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 nine-month periods of 1999 and 1998
were based upon estimated annual pre-tax earnings excluding in
1998 the gain on the sale of Sequa Chemicals recorded in the
fourth quarter of that year. 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
is reflected in the nine-month 1999 effective tax rate. However,
the favorable impact of the French subsidiary's tax benefits was
largely offset by the unfavorable impact of the decrease in the
estimated annual pre-tax earnings used to estimate the annual
effective tax rates applied to interim pre-tax earnings. The tax
provision for the third quarters of 1999 and 1998 represent the
difference between the year-to-date tax provisions recorded as of
September 30, 1999 and 1998 and the amounts reported for the six-
month periods of 1999 and 1998.
<PAGE>
RISK/CONCENTRATION OF BUSINESS
- ------------------------------
Sequa Corporation is engaged in the automotive airbag
inflator business through both its wholly-owned subsidiary
Atlantic Research Corporation ("ARC") and ARC's 50% equity
investment in BAG SpA, an Italian joint venture. Breed
Technologies, Inc. a manufacturer of automotive safety restraint
products, is a major customer of ARC, accounting for $69.9
million of ARC's 1998 annual sales and $59.8 million of ARC's
sales in the first nine months of 1999. Additionally, Breed
holds a 50% equity investment in BAG SpA. Breed Italian
Holdings, S.r.l., a foreign subsidiary of Breed, is the sole
customer of BAG SpA. BAG SpA, which purchases inflator
components from ARC, accounted for $26.5 million of ARC's 1998
annual sales and $13.1 million of ARC's sales in the first nine
months of 1999.
On September 20, 1999 (the "Filing Date"), Breed and
certain of its US subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the District of
Delaware. Breed has received a commitment from its lending group
for up to $125 million of debtor-in-possession financing which
Breed expects to provide adequate funding for its post-petition
trade and employee obligations. Subsequent to the Filing Date,
ARC began shipping to Breed on a COD basis.
As of September 30, 1999, ARC had receivables due from
Breed US affiliates totaling $12.3 million. In addition, ARC had
$1.4 million of receivables due from Breed foreign entities which
are not part of the bankruptcy filing and $14.3 million of
receivables due from BAG SpA. At September 30, 1999, BAG SpA had
trade accounts receivable in the amount of approximately $19.6
million which were substantially all current and $1.3 million of
net non-trade receivables due from Breed foreign entities which
were not part of the filing. Neither ARC nor BAG SpA has any
significant reserves related to Breed accounts receivable.
At this time, Sequa Corporation is unable to predict to
what extent, if any, ARC's receivables from Breed will not be
collected or how Sequa's sales to Breed and its subsidiaries will
be affected.
In the opinion of management, the ultimate impact of
Breed's financial difficulties is not expected to have a material
adverse effect on Sequa's consolidated financial position,
although Breed's situation could have a significant impact on
Sequa's future results of operations.
<PAGE>
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 if so will encounter
significant processing difficulties in the year 2000 ("Y2K"),
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 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 September 30, 1999, management estimates that
the total cost of hardware, software, training, testing and other
costs related to Y2K issues will be approximately $23.9 million.
As of September 30, 1999, $19.6 million of these costs has been
incurred, with $12.8 million capitalized and the balance of
approximately $6.8 million expensed. Sequa anticipates that
approximately two thirds of the $4.3 million of estimated
remaining costs will be capitalized. Future costs will be 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.
<PAGE>
YEAR 2000 COMPUTER ISSUE (cont'd)
- ------------------------
. 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.
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
September 30, 1999. While the Y2K remediation efforts are
ongoing, the assessments provide a snapshot at a given point in
time. 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.
<TABLE>
<CAPTION>
Status
-------------------------
Application systems I&A R T&I PS
------------------- --- - --- --
<S> <C> <C> <C>
Gas Turbine 4 8 11
Atlantic Research X
Precoat Metals X
Warwick X
MEGTEC Systems X
Can Machinery X
Casco Products X
Men's Apparel X
Corporate X
</TABLE>
<PAGE>
YEAR 2000 COMPUTER ISSUE (cont'd)
- ------------------------
<TABLE>
<CAPTION>
Status
------------------------
Technical infrastructure I&A R T&I PS
------------------------ --- - --- --
<S> <C> <C> <C>
Gas Turbine 6 3 14
Atlantic Research X
Precoat Metals X
Warwick X
MEGTEC Systems X
Can Machinery X
Casco Products X
Men's Apparel X
Corporate X
</TABLE>
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.
<TABLE>
<CAPTION>
Status
------------------------
Facilities & equipment I&A R T&I PS
---------------------- --- - --- --
<S> <C> <C> <C>
Gas Turbine 2 7 14
Atlantic Research X
Precoat Metals X
Warwick X
MEGTEC Systems X
Can Machinery X
Casco Products X
Men's Apparel X
Corporate X
</TABLE>
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 management's evaluation of these communications,
Sequa currently has no knowledge of any significant third party
Y2K non-compliance issues.
Sequa continues to develop contingency plans which include,
but are not limited to, securing alternative suppliers,
maintaining increased inventory levels to diminish disruptions
which may result from the Y2K issue, notifying customers of
designated non-production days before and after year end, backing
<PAGE>
YEAR 2000 COMPUTER ISSUE (cont'd)
- ------------------------
up all critical systems and making printouts of critical
information for reference after the year end. The need for and
extent of contingency plans is being evaluated by each of the
operating units and corporate departments, and plans continue to
be 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 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
<PAGE>
ENVIRONMENTAL MATTERS (cont'd)
- ---------------------
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 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 $13 million to $29 million. At September 30, 1999,
Sequa's balance sheet includes accruals for remediation costs of
$21.6 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 $5 million to $6 million during 1999 and between $4 million
and $8 million during 2000. During the first nine months of
1999, actual expenditures for the remediation of previously
contaminated sites were $3.9 million.
BACKLOG
- -------
The businesses of Sequa for which backlogs are significant
are the Turbine Airfoils, Caval Tool, Turbocombuster Technology
and Castings 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 September 30, 1999 was $222.4 million ($305.4 million at
December 31, 1998). The decline from year-end is attributable to
a 40% backlog reduction at the Gas Turbine OEM units and an 18%
reduction in the Propulsion segment. 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.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Net cash used for operating activities was $17.3 million in
the nine-month period of 1999, compared with $63.1 million
provided by operating activities in the nine-month period of
1998. The primary reasons for the 1999 decline were the decrease
in income before income taxes, 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 $99.5 million in the nine-month period of
1999 from $71.5 million in the nine-month period of 1998. The
major factors in the 1999 increase were the absence of $13.9
million in 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 a $7.1 million decrease in
expenditures for businesses purchased during the nine-month
period of 1999. Net cash provided by financing activities in the
nine-month period of 1999 was $435.0 million compared to net cash
used for financing activities of $50.4 million in the nine-month
period of 1998. The $485.4 million increase was primarily
attributable to $487.7 million of net proceeds from the issuance
in July 1999 of $500 million of 9% Senior Notes due 2009.
Capital expenditures amounted to $70.3 million during the
nine-month period of 1999 and $71.6 million during the nine-month
period 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 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 were used to repurchase $85.5
million of accounts receivable previously sold under Sequa's
Receivables Purchase Agreement, to pay down the $48.5 million
outstanding under the revolving credit agreement and to
repurchase $65.0 million principal amount of outstanding debt
resulting in an extraordinary loss of $1.5 million, net of tax
benefits of $0.8 million. The remainder of the net proceeds were
invested in short-term interest-bearing instruments. On October
15, 1999, Sequa retired the $138.5 million principal amount of 9
5/8% Senior Notes then due. Sequa plans to retire the entire
$80.6 million principal amount outstanding of its 8 3/4% Senior
Notes and the entire $138.3 million principal amount outstanding
of its 9 3/8% Senior Subordinated Notes on December 15, 1999, the
date on which the call premiums on these two debt issues will
decrease by a total of $3.9 million. Sequa currently anticipates
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES (cont'd)
- -------------------------------
that in the fourth quarter of 1999, the early retirement of these
debt issues will result in an extraordinary loss of approximately
$4.7 million, consisting of $4.3 million of call premiums and the
$2.9 million write-off of associated debt issuance costs, net of
tax benefits of approximately $2.5 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 September 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
currently believes there will be a final negotiated resolution of
this matter in 2000, and that, in the event of an unfavorable
resolution, 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 $150.0
million of credit available at November 5, 1999 under the
revolving credit agreement, the $120.0 million of available
financing under the Receivables Purchase Agreement at November 5,
1999, and the $400.3 million of cash and cash equivalents on hand
at September 30, 1999 will be sufficient to repay $138.5 million
principal amount of outstanding debt due upon maturity in October
1999, to retire in December 1999 principal amounts of outstanding
debt aggregating $218.9 million and 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
<PAGE>
OTHER INFORMATION (cont'd)
- -----------------
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 June 30, 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 that UTC failed to
provide information and approvals under the parties' 1985 Repair
Agreement (the "Repair Approval Claim"). The Court identified
eight separate contract breaches by UTC and granted Chromalloy
all the relief it had requested on the Repair Approval Claim. On
a separate claim relating to the Most Favored Nations clause (the
"MFN Claim"), the Court also held that UTC had violated the 1985
Repair Agreement by failing to notify Chromalloy of the more
favorable licensing terms, including lower royalty rates, that
Pratt & Whitney negotiated with other component repair suppliers
and to give Chromalloy the opportunity to accept the same terms.
The trial on the monetary damages and other remedies being sought
by Chromalloy on the MFN Claim, originally scheduled for July
1999 has been adjourned to yet an undetermined date. On February
19, 1999, Chromalloy moved for summary judgment with regard to
the damages and remedies being sought on this claim. That motion
is pending.
<PAGE>
ITEM 1. LEGAL PROCEEDINGS (cont'd)
UTC filed a Notice of Appeal to the United States Court of
Appeals for the Federal Circuit (the Federal Circuit) with regard
to the portions of the federal district court's August 14, 1999
Order. UTC also sought a stay of that Order from the federal
district court and the Federal Circuit. (UTC's motions to stay
were both denied.) On August 25, 1999, the Federal Circuit
issued a decision holding that the district court had erred in
holding that res judicata does not apply to Chromalloy's Repair
Approval Claim. The Federal Circuit reversed the lower court's
denial of UTC's motion for partial summary judgment, and vacated
the lower court's decision concerning that claim. On September
8, 1999, Chromalloy filed a Petition for a Rehearing with a
Suggestion for Rehearing En Banc concerning the Federal Circuit's
August 25 decision. On November 4, 1999, the Federal Circuit
entered an Order denying the Petition for Rehearing, and
declining the suggestion for Rehearing En Banc. The precise
effect of the August 25 decision will not be known until further
proceedings in the federal district court.
Additional claims by both UTC and Chromalloy had been
scheduled for trials in November 1998 and March 1999. On
December 18, 1998, the parties agreed to resolve all of these
remaining claims, except for one of Chromalloy's counterclaims
and the issues discussed above. The settlement also does not
affect the issues tried during the five-day bench trial in July
1998 on Chromalloy's claim for equitable relief under another of
the parties' licensing agreements. It would be premature at this
stage for management to make an evaluation of the likely outcome
of Chromalloy's remaining claims.
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.
<PAGE>
ITEM 1. LEGAL PROCEEDINGS (cont'd)
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
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 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 Waiver and Third Amendment (dated as of
February 19, 1999) to the $150 Million Credit
Agreement, dated as of October 10, 1997, filed
herewith.
27.1 Financial Data Schedule, filed herewith.
(b) Reports on Form 8-K
A report on Form 8-K was filed on September 29, 1999
in connection with Breed Technologies, Inc.'s filing
for reorganization under Chapter 11 of the United
States Bankruptcy Code.
<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)
November 15, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> SEP-30-1999
<CASH> 400,306
<SECURITIES> 0
<RECEIVABLES> 360,991
<ALLOWANCES> 17,478
<INVENTORY> 308,535
<CURRENT-ASSETS> 1,080,424
<PP&E> 1,147,781
<DEPRECIATION> 681,387
<TOTAL-ASSETS> 2,047,132
<CURRENT-LIABILITIES> 666,118
<BONDS> 573,918
0
797
<COMMON> 11,006
<OTHER-SE> 664,463
<TOTAL-LIABILITY-AND-EQUITY> 2,047,132
<SALES> 1,256,817
<TOTAL-REVENUES> 1,256,817
<CGS> 1,004,506
<TOTAL-COSTS> 1,004,506
<OTHER-EXPENSES> (12,057)
<LOSS-PROVISION> 3,604
<INTEREST-EXPENSE> 42,858
<INCOME-PRETAX> 41,938
<INCOME-TAX> 18,600
<INCOME-CONTINUING> 23,338
<DISCONTINUED> 0
<EXTRAORDINARY> (1,483)
<CHANGES> 0
<NET-INCOME> 21,855
<EPS-BASIC> 1.96
<EPS-DILUTED> 1.96
</TABLE>
<PAGE>
WAIVER AND THIRD AMENDMENT
WAIVER AND THIRD AMENDMENT AGREEMENT dated as of
February 19, 1999 among SEQUA CORPORATION (the "Borrower") and
THE CHASE MANHATTAN BANK, as Administrative Agent (in such
capacity, the "Administrative Agent").
The Borrower, certain Subsidiary Guarantors, certain
Lenders and the Administrative Agent are parties to a Credit
Agreement dated as of October 10, 1997 (as heretofore amended,
the "Credit Agreement") providing, subject to the terms and
conditions thereof, for loans to be made by said Lenders to the
Borrower in an aggregate principal amount not exceeding
$150,000,000. Except as otherwise defined herein, terms defined
in the Credit Agreement have the same respective meanings when
used herein.
The Borrower has requested that the Required Lenders
(a) waive compliance with the covenant in the Credit Agreement
limiting the aggregate amount of Capital Expenditures by the
Borrower and its Subsidiaries in fiscal year 1998 and (b)
increase the limit on the amount of Capital Expenditures for
fiscal year 1999 and each fiscal year thereafter, and the
Required Lenders have consented to such waiver and amendment.
Accordingly, the Administrative Agent, acting with the written
consent of the Required Lenders, and the Borrower hereby agree
as follows:
SECTION 1. WAIVER. Subject to the execution and
delivery hereof by the Borrower and the Administrative Agent,
and in reliance upon the representations and warranties of the
Borrower set forth below, the Administrative Agent on behalf of
the Required Lenders hereby waives, effective as of December 31,
1998, the requirement set forth in Section 7.14 of the Credit
Agreement that the Borrower not permit the aggregate amount of
Capital Expenditures by it and its Subsidiaries to exceed
$95,000,000 during fiscal year 1998.
SECTION 2. AMENDMENT. Effective as of December 31,
1998, but subject to Section 3 hereof, the Administrative Agent,
acting with the written consent of the Required Lenders, and the
Borrower agree that Section 7.14 ("Capital Expenditures") of the
Credit Agreement shall be amended by replacing the schedule
therein in its entirety with the following schedule:
Period - Fiscal Year Amount
1997 $ 89,000,000
1998 $ 95,000,000
1999 $ 130,000,000
<PAGE>
2000 $130,000,000
2001 $130,000,000
2002 $130,000,000
2003 $130,000,000
SECTION 3. RATIFICATION. The Borrower hereby
represents and warrants to the Administrative Agent for the
benefit of the Lenders, as of the date hereof, that (i) the
execution, delivery and performance by the Borrower of this
Waiver and Third Amendment have been duly authorized by all
necessary corporate action on its part and do not contravene any
applicable law or regulation or any contractual provision
applicable to it, (ii) this Waiver and Third Amendment
constitutes the legal, valid and binding obligation of the
Borrower, enforceable in accordance with its terms, (iii) the
representations and warranties set forth in Article IV of the
Credit Agreement are true and complete as if made on and as of
such date and as if each reference in such representations and
warranties to the Credit Agreement included reference to such
agreement as amended by this Waiver and Third Amendment, (iv) no
Default has occurred and is continuing, or will have occurred
and be continuing, under the terms of the Credit Agreement, as
amended hereby, (v) the aggregate amount of Capital Expenditures
made during fiscal year 1998 by the Borrower and its
Subsidiaries was $103,523,000 and (vi) after giving effect
hereto, no Default has occurred and is continuing; and the
Borrower agrees that a breach of any of the representations and
warranties set forth in this Section 3 shall be an Event of
Default for purposes of clause (c) of Article VIII of the Credit
Agreement.
SECTION 4. CONTINUING VALIDITY. Except as
specifically amended hereby, the Credit Agreement and each other
Loan Document are in all respects ratified and confirmed and
shall remain unchanged and in full force and effect. From and
after December 31, 1998, all references in the Credit Agreement
and in any other related document to "this Agreement", "the
Credit Agreement" and words of like import shall be deemed to
refer to the Credit Agreement as amended hereby.
SECTION 5. MISCELLANEOUS. This Waiver and Third
Amendment may be executed in any number of counterparts, all of
which taken together shall constitute one and the same
instrument, and any of the parties hereto may execute this
Waiver and Third Amendment by signing any such counterpart.
This Waiver and Third Amendment shall be governed by, and
construed in accordance with, the law of the State of New York.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused
this Waiver and Third Amendment to be duly executed and
delivered as of the day and year first above written.
SEQUA CORPORATION
By _____________________________
Name:
Title:
THE CHASE MANHATTAN BANK,
as Administrative Agent
By _____________________________
Name:
Title:
ACKNOWLEDGED:
CASCO INVESTORS CORPORATION
CHROMALLOY AMERICAN CORPORATION
CHROMALLOY GAS TURBINE CORPORATION
CASCO PRODUCTS CORPORATION
SEQUA FINANCIAL CORPORATION
ATLANTIC RESEARCH CORPORATION
By: _________________________
Name:
Title:
