<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended March 31, 2000
--------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
-------------------- ----------
Commission File Number 1-804
------------------------------------------
SEQUA CORPORATION
- ----------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-1885030
- --------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
200 Park Avenue, New York, New York 10166
- ---------------------------------- -----------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212)986-5500
-------------
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable
date.
Class Outstanding at April 30, 2000
----- -----------------------------
Class A Common Stock, no par value 7,043,010
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 Three Months
Ended March 31,
--------------------
2000 1999
---- ----
<S> <C> <C>
SALES $427,793 $407,266
-------- --------
COSTS AND EXPENSES
Cost of sales 343,464 327,679
Selling, general and
administrative 61,748 59,296
-------- --------
405,212 386,975
-------- --------
OPERATING INCOME 22,581 20,291
OTHER INCOME (EXPENSE)
Interest expense (13,539) (11,915)
Interest income 1,132 1,376
Equity in loss of unconsolidated
joint ventures (622) (622)
Other, net (1,330) 1,656
-------- --------
INCOME BEFORE INCOME TAXES 8,222 10,786
Income tax provision (4,000) (4,800)
-------- --------
NET INCOME 4,222 5,986
Preferred dividends (516) (516)
-------- --------
NET INCOME AVAILABLE
TO COMMON STOCK $ 3,706 $ 5,470
======== ========
BASIC AND DILUTED EARNINGS PER SHARE $ .36 $ .53
DIVIDENDS DECLARED PER SHARE
Preferred $ 1.25 $ 1.25
</TABLE>
[FN]
The accompanying notes are an integral part of the financial
statements.
<PAGE>
<TABLE>
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Amounts in thousands)
ASSETS
<CAPTION>
(Unaudited)
March 31, December 31,
2000 1999
---------- -----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 76,506 $ 68,164
Trade receivables (less
allowances of $17,438 and
$17,259) 229,652 239,532
Unbilled receivables (less
allowances of $2,110 and $2,060) 33,787 32,130
Inventories 333,444 315,158
Other current assets 25,473 25,275
---------- ----------
Total current assets 698,862 680,259
---------- ----------
INVESTMENTS
Net assets of discontinued
operations 98,921 98,912
Investments and other receivables 71,992 74,015
---------- ----------
170,913 172,927
---------- ----------
PROPERTY, PLANT AND EQUIPMENT, NET 478,788 474,558
---------- ----------
OTHER ASSETS
Excess of cost over net assets of
companies acquired 311,186 314,257
Deferred charges and other 28,659 29,697
---------- ----------
339,845 343,954
---------- ----------
TOTAL ASSETS $1,688,408 $1,671,698
========== ==========
</TABLE>
[FN]
The accompanying notes are an integral part of the financial
statements.
<PAGE>
<TABLE>
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Amounts in thousands, except share data)
LIABILITIES AND SHAREHOLDERS' EQUITY
<CAPTION>
(Unaudited)
March 31, December 31,
2000 1999
---------- ----------
<S> <C> <C>
CURRENT LIABILITIES
Current maturities of long-term
debt $ 6,763 $ 5,297
Accounts payable 148,384 129,214
Accrued expenses 165,111 166,192
---------- ----------
Total current liabilities 320,258 300,703
---------- ----------
NONCURRENT LIABILITIES
Long-term debt 569,960 569,917
Deferred taxes on income 44,106 43,462
Other noncurrent liabilities 87,261 88,719
---------- ----------
701,327 702,098
---------- ----------
SHAREHOLDERS' EQUITY
Preferred stock--$1 par value,
1,825,000 shares authorized,
797,000 shares of $5 cumulative
convertible stock issued at
March 31, 2000 and
December 31, 1999 (involuntary
liquidation value--$17,181 at
March 31, 2000) 797 797
Class A common stock--no par value,
50,000,000 shares authorized,
7,282,000 shares issued at
March 31, 2000 and 7,281,000 shares
issued at December 31, 1999 7,282 7,281
Class B common stock--no par value,
10,000,000 shares authorized,
3,727,000 shares issued at
March 31, 2000 and
December 31, 1999 3,727 3,727
Capital in excess of par value 288,447 288,437
Retained earnings 468,378 464,672
Accumulated other comprehensive
loss (22,278) (16,453)
---------- ----------
746,353 748,461
Less: Cost of treasury stock 79,530 79,564
---------- ----------
Total shareholders' equity 666,823 668,897
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $1,688,408 $1,671,698
========== ==========
</TABLE>
[FN]
The accompanying notes are an integral part of the financial
statements.
<PAGE>
<TABLE>
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
<CAPTION>
For the Three Months
Ended March 31,
------------------
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Income before income taxes $ 8,222 $ 10,786
Adjustments to reconcile income to net
cash provided by (used for) operating activities:
Depreciation and amortization 22,384 21,499
Provision for losses on receivables 332 1,337
Equity in losses of unconsolidated joint ventures 622 622
Gain on sale of assets (113) (1,064)
Other items not providing cash (1,151) (533)
Changes in operating assets and liabilities,
net of businesses purchased:
Receivables (16,186) (8,111)
Inventories (19,591) (7,638)
Other current assets (4,029) (1,600)
Accounts payable and accrued expenses 12,538 (20,901)
Other noncurrent liabilities (198) (1,307)
-------- --------
Net cash provided by (used for) continuing
operations before income taxes 2,830 (6,910)
Net cash (used for) provided by discontinued
operations before income taxes (431) 319
Income taxes refunded (paid), net 6,193 (10,913)
-------- --------
Net cash provided by (used for) operating activities 8,592 (17,504)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Businesses purchased, net of cash acquired (2,431) (12,962)
Purchase of property, plant and equipment (23,748) (20,679)
Sale of property, plant and equipment 220 2,882
Other investing activities 2,626 (882)
-------- --------
Net cash used for investing activities (23,333) (31,641)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of accounts receivable, net 23,429 45,000
Proceeds from debt 1,991 -
Payments of debt (482) (5,851)
Other financing activities (505) (124)
-------- --------
Net cash provided by financing activities 24,433 39,025
-------- --------
Effect of exchange rate changes on cash and cash
equivalents (1,350) (3,343)
-------- --------
Net increase (decrease) in cash and cash equivalents 8,342 (13,463)
Cash and cash equivalents at beginning of period 68,164 84,889
-------- --------
Cash and cash equivalents at end of period $ 76,506 $ 71,426
======== ========
</TABLE>
[FN]
The accompanying notes are an integral part of the financial statements.
<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. 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
accounting principles generally accepted in the United States
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, such adjustments consisted of normal
recurring items. Certain information and footnote disclosures
normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United
States 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 three months ended March 31,
2000 are not necessarily indicative of the results to be expected
for the full year.
<PAGE>
NOTE 2. COMPREHENSIVE INCOME/(LOSS)
Comprehensive income/(loss) 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 loss for the three-months ended March 31, 2000 and
1999 is as follows:
<TABLE>
<CAPTION>
(Thousands of Dollars)
(Unaudited)
For the Three Months
Ended March 31,
-----------------
2000 1999
---- ----
<S> <C> <C>
Net income $ 4,222 $ 5,986
Other comprehensive income
(loss):
Foreign currency
translation adjustments (5,825) (11,478)
Unrealized loss on marketable
securities, - (2,869)
Tax benefit on unrealized loss
on marketable securities - 1,003
------- -------
Comprehensive loss $(1,603) $(7,358)
======= =======
</TABLE>
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
common stock were exercised. For the three months ended March
31, 2000 and 1999, options to purchase shares of common stock
were not 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.
NOTE 3. EARNINGS PER SHARE (cont'd)
<TABLE>
The computation of basic and diluted EPS is as follows:
<CAPTION>
(Thousands of Dollars)
(Unaudited)
For the
Three Months
Ended March 31,
----------------
2000 1999
---- ----
<S> <C> <C>
Net income $ 4,222 $ 5,986
Less: Preferred stock
dividends (516) (516)
------- -------
Net income available to
common stock $ 3,706 $ 5,470
======= =======
Weighted average number of
common shares outstanding
- basic 10,371 10,374
Exercise of stock options - -
------- -------
Weighted average number of
common shares outstanding
- diluted 10,371 10,374
======= =======
Basic earnings per common
share $0.36 $0.53
Diluted earnings per common
share $0.36 $0.53
</TABLE>
NOTE 4. TRADE RECEIVABLES, NET
Sequa Receivables Corp. (SRC), a wholly owned special
purpose corporation, has a Receivables Purchase Agreement
extending through November 2003 under which it is able to sell
without recourse up to $120,000,000 of Sequa's eligible trade
receivables through a bank sponsored facility. Under the terms
of the 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.
Trade receivables are net of $93,429,000 at March 31, 2000 and
$70,000,000 at December 31, 1999 of receivables sold under the
agreement. Other, net in the Consolidated Statement of Income
for the three months ended March 31, 2000 and 1999 includes
$1,507,000 and $542,000, respectively, of discount expense
related to the sale of receivables.
<PAGE>
NOTE 5. INVENTORIES
<TABLE>
The inventory amounts at March 31, 2000 and December 31,
1999 were as follows:
<CAPTION>
(Thousands of Dollars)
(Unaudited)
March 31, 2000 December 31, 1999
-------------- -----------------
<S> <C> <C>
Finished goods $112,061 $ 82,010
Work in process 101,697 88,255
Raw materials 134,195 150,921
Long-term contract costs 5,927 6,560
Customer deposits (20,436) (12,588)
-------- --------
$333,444 $315,158
======== ========
</TABLE>
NOTE 6. SUMMARY BUSINESS SEGMENT DATA
<TABLE>
Sequa's sales and operating income by business segment are
as follows:
<CAPTION>
(Thousands of Dollars)
(Unaudited)
Sales Operating Income
First Quarter First Quarter
---------------- -------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Aerospace $194,883 $187,707 $14,030 $14,659
Propulsion 62,925 60,648 3,956 (45)
Metal Coating 52,498 44,282 4,417 2,984
Specialty Chemicals 39,089 38,492 4,257 4,840
Other Products 78,398 76,137 2,274 4,923
Corporate - - (6,353) (7,070)
-------- -------- ------- -------
TOTAL $427,793 $407,266 $22,581 $20,291
======== ======== ======= =======
</TABLE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
OPERATIONS AND FINANCIAL CONDITION
SALES
- -----
Sales in the Aerospace segment rose 4% in the first quarter
of 2000, with a 17% increase in sales to the engine component
repair aftermarket partially offset by a sharp decline in sales
to the original equipment manufacturers (OEM). Repair sales
advanced in both the commercial and military markets. Commercial
repair sales principally benefited from contracts with major
airlines to provide repair services and inventory management.
Military repair sales were bolstered by revenues from work at
Kelly Air Force Base, which accounted for approximately 25% of
the overall increase in repair sales. The OEM sales decline was
caused by the slowdown in the market for new aircraft engines and
by the continued effect of global outsourcing programs at the jet
engine makers.
Sales of the Propulsion segment increased 4% in the first
three months of 2000, as advances in both the solid and liquid
rocket motor areas more than offset a decline in sales of airbag
inflator products. The increase in the solid rocket area was
largely driven by improvements in the domestic MLRS program, and
in a foreign military sales program. The increase in the liquid
rocket motor product line primarily reflects the start of work on
the Minuteman III missile refurbishment program. Lower
automotive airbag inflator sales primarily reflect reduced
volumes to certain Asian customers.
Sales of the Metal Coating segment increased 19% in the
first quarter of 2000, driven by advances in two principal
markets, building products and containers. The increase in
building products reflects both a growing market and increased
market penetration. Growth in the container market reflects
additional demand in the end user markets.
Sales of the Specialty Chemicals segment increased 2% in
the first quarter of 2000. The benefits of a 16% volume gain in
the detergent additive business and sales added by the
acquisition of a chemical distribution business in France in
February 2000, were largely offset by the impact of currency
exchange movements on these businesses.
Sales of the Other Products segment advanced 3% in the
first three months of 2000, as improvements at the automotive
products and Men's Apparel units were partially offset by
declines at the MEGTEC and can machinery units. MEGTEC
registered a 13% decline in first quarter sales, primarily due to
a weak 1999 year-end backlog of orders for delivery to customers
in each of its three major markets. First-quarter bookings for
<PAGE>
SALES (cont'd)
- -----
product to be delivered later in 2000 were very strong, which
will benefit sales comparisons in the next several quarters. Can
machinery sales remained weak, and were 11% lower than in the
prior year, with no significant recovery anticipated in 2000, in
its major markets. Casco Products, the automotive products unit,
registered a 39% sales increase in the first three months of
2000. Sales added through the acquisition of Schoeller & Co., a
German manufacturer of cigarette lighters accounted for more than
70% of the first quarter increase, with the balance attributable
to strong worldwide demand for lighters and power outlets. The
Men's Apparel unit registered a 7% sales increase, as sales of
formalwear remained strong.
OPERATING INCOME
- ----------------
Operating income of the Aerospace segment declined 4% in
the first quarter of 2000. A strong advance at units primarily
serving the repair market was more than offset by the combination
of a sharp decline at units primarily engaged in OEM work, and by
a $1.6 million increase in development and start-up costs at a
facility established to manufacture and sell new parts for jet
engines. Legal expenses related to the ongoing litigation with
the Pratt & Whitney division of United Technologies Corporation
were approximately $0.3 million in both the 2000 and 1999 first
quarters.
The Propulsion segment recorded a $4.0 million profit in
the first three months of 2000, in contrast to a $45,000 loss in
the first quarter of 1999. The improvement was derived entirely
from an upturn in results at the airbag inflator unit that
reflects the success of programs introduced in 1999 to reduce
product costs. Results of the rocket motor portion of the
segment were on a par with the previous year's quarter.
Operating income of the Metal Coating segment increased 48%
in the first three months of 2000, reflecting the benefit of
higher sales and the continuing effect of quality improvement
programs.
Operating income of the Specialty Chemicals segment
declined 12% in the first quarter of 2000. The benefit of
increased volume was more than offset by the impact on margins of
the continued strengthening of the British pound. The average
exchange rate of the British pound strengthened 12% against the
Euro in the first quarter of 2000 compared with the year-earlier
quarter.
<PAGE>
OPERATING INCOME (cont'd)
- ----------------
Operating income of the Other Products segment declined 54%
in the first three months of 2000. The decline was primarily
derived from a sharp downturn at the MEGTEC unit, which had
reported a small profit in 1999 but incurred a loss in the
current year. This loss reflects lower sales and margins, as
well as higher research and development costs. Management
currently anticipates significantly improved results from this
unit in the next several quarters, based on its strong order
backlog at March 31, 2000. Profits at Casco Products advanced
33% due to the addition of Schoeller & Co. in mid-1999, and
improvement at other overseas operations. The can machinery unit
recorded profits on a par with the 1999 quarter, as an
improvement in absorption of manufacturing expenses offset the
effect of lower sales. Profits at the Men's Apparel unit were
slightly lower primarily due to an unfavorable sales mix shift.
INTEREST EXPENSE
- ----------------
The first quarter increase in interest expense of $1.6
million was due to an increase in average borrowings to support
working capital needs stemming from new growth initiatives at
Sequa's Chromalloy Gas Turbine unit.
EQUITY IN LOSS OF UNCONSOLIDATED JOINT VENTURES
- -----------------------------------------------
Sequa has investments in numerous unconsolidated joint
ventures, which amounted to $41.3 million at March 31, 2000 and
$42.4 million at December 31, 1999. Sequa's first quarter equity
in the net losses of these joint ventures was $0.6 million in
both 2000 and 1999. The largest of these joint ventures are
discussed in the following paragraphs.
Sequa has an investment in BAG SpA, an Italian company
which manufactures and markets hybrid inflators for automotive
airbags. During the first quarter of 1999, Sequa owned one of
three equal interests in the venture, along with Breed (whose
Italian subsidiary Breed Italian Holdings S.r.l. (BIH) is the
venture's only customer) and Fiat Avio. In April 1999, Sequa and
Breed purchased equal shares from the Fiat Avio subsidiary,
increasing their ownership to 50% each. In September 1999, Breed
and certain of its US subsidiaries filed voluntary petitions for
reorganization under Chapter 11 of the United States Bankruptcy
Code. In December 1999, letters of credit issued by Sequa and
Breed to guarantee BAG SpA's bank debt and other liabilities were
drawn upon, in the case of Sequa in the amount of $10.4 million.
At December 31, 1999, Sequa's investment in BAG SpA, including
earlier contributions and the funds transferred under the letters
of credit, totaled $18.5 million. In January 2000, ARC, ARC
Automotive Italia (a newly established subsidiary), BAG SpA and
<PAGE>
EQUITY IN LOSS OF UNCONSOLIDATED JOINT VENTURES (cont'd)
- -----------------------------------------------
Breed signed a contract which provides for ARC Automotive Italia
to acquire certain of the assets and the automotive inflator
business of BAG SpA. The closing of this transaction remains
subject to several significant conditions. (See the
Risk/Concentration of Business section of this MD&A for
additional information). At March 31, 2000, Sequa's investment
in BAG SpA totaled $17.2 million reflecting first quarter equity
losses and a return of certain funds related to a letter of
credit previously drawn upon. Sequa's first quarter share of the
losses of the BAG SpA joint venture was $0.3 million in 2000 and
$0.6 million in 1999.
Chromalloy Gas Turbine has several 50/50 joint venture
partnerships, two of which are significant. The first is
Advanced Coatings Technologies (ACT), a joint venture with United
Technologies Corporation, which owns and operates an electron
beam ceramic coater for the application of Pratt & Whitney
coatings to jet engine parts. The second, Pacific Gas Turbine
(PGT), was formed in June 1999 with Willis Lease Finance. PGT
overhauls and tests certain jet engines. Sequa's investment in
these two Gas Turbine partnerships was $13.6 million at March 31,
2000 and $13.4 million at December 31, 1999. Sequa's first
quarter share of equity results was a loss of $0.3 million in
2000 and income of $0.3 million in 1999.
Precoat Metals has a 50/50 partnership with NCI Building
Systems, Inc. in Midwest Metal Coatings (MMC) to coat coils of
heavy gauge steel for structural components used in the building
products market. Sequa's investment in MMC was $9.5 million at
March 31, 2000 and December 31, 1999. MMC broke even in the
first quarter of 2000 and Sequa's equity share of losses was $0.3
million in the first quarter of 1999.
OTHER, NET
- ----------
During the first quarter of 2000, Other, net included
discount expense of $1.5 million related to the sale of accounts
receivable. During the first quarter of 1999, Other, net
included $1.6 million of income related to the collection of a
note receivable that was written off more than ten years ago, a
$0.7 million gain on the sale of an office building and discount
expense of $0.5 million related to the sale of accounts
receivable.
<PAGE>
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 first quarters of 2000 and 1999 were
based upon estimated annual pre-tax earnings and reflect
nondeductible goodwill amortization and the effect of a provision
for state income and franchise taxes.
RISK/CONCENTRATION OF BUSINESS
- ------------------------------
Sequa is engaged in the automotive airbag inflator business
through both ARC and ARC's 50% equity investment in BAG SpA.
ARC's major customer for airbag inflators is Breed, which is
supplied under the terms of a long-term contract. ARC also
supplies inflator components to BAG SpA.
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 will provide adequate funding for its post-petition
trade and employee obligations. Subsequent to the Filing Date,
ARC began shipping to Breed on a prepaid basis.
Under an Agreed Order and Stipulation that was entered with
the Bankruptcy Court, ARC and Breed have agreed to enter into
negotiations to modify the long-term supply contract. If these
negotiations are unsuccessful, Breed must assume or reject the
existing contract by the deadline which has been extended 30 days
from the original May 1, 2000 date by the mutual consent of the
parties. Breed accounted for $19.9 million of ARC's first
quarter sales in 2000 and $21.4 million in 1999. Additionally,
Breed holds the remaining 50% equity investment in BAG SpA, and
BIH, a foreign subsidiary of Breed, is the sole customer of BAG
SpA. BAG SpA accounted for $4.5 million of ARC's first quarter
sales both in 2000 and in 1999.
At March 31, 2000, ARC had pre-petition net accounts
receivable of $12.1 million due from Breed and $8.9 million of
accounts receivable due from BAG SpA. BAG SpA had trade accounts
receivable of $17.5 million due from BIH (a subsidiary which is
not part of the bankruptcy filing) and an additional $1.1 million
of non-trade receivables due from BIH. As of late April 2000,
BIH was substantially current in its payment of receivables to
BAG SpA. At March 31, 2000, neither ARC nor BAG SpA had any
significant reserves related to the Breed or BIH accounts
receivable. Management continues to monitor this situation
closely.
<PAGE>
RISK/CONCENTRATION OF BUSINESS (cont'd)
- ------------------------------
Based on the current facts and circumstances, Sequa's
management believes that the long-term supply contract with
Breed will be assumed in either its current or modified form
and therefore believes that the opportunity to recover the full
amount of the $12.1 million Breed pre-petition net accounts
receivable remains. However, due to the uncertainty of the
ultimate resolution of the Chapter 11 proceedings, Sequa has
reclassified the receivable to long-term.
In January 2000, ARC, ARC Automotive Italia, BAG SpA and
Breed signed a contract under which ARC Automotive Italia will
acquire certain of the assets, as well as the automotive inflator
business of BAG SpA. While Sequa management currently
anticipates that this transaction will close, it is subject to
significant pre-closing conditions. In the event this
transaction is not consummated, the $17.2 million investment in
BAG SpA and the $8.9 million of accounts receivable due from BAG
SpA would likely not be fully recoverable, primarily due to
Breed's current inability in the Chapter 11 environment to make
any additional capital contributions to BAG SpA to cover future
cash requirements.
EURO CONVERSION
- ---------------
On January 1, 1999, certain member countries of the
European Union established fixed conversion rates between their
own 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 has identified Euro conversion
compliance issues and started work to avoid 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's
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
<PAGE>
ENVIRONMENTAL MATTERS (cont'd)
- ---------------------
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 $14 million to $26 million. At March 31, 2000,
Sequa's Consolidated 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 $4 million to $7 million during 2000 and between $4 million
and $6 million during 2001. During the first three months of
2000, actual expenditures for the remediation of previously
contaminated sites were $1.0 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 March 31, 2000 was $312.0 million ($289.5 million at December
31, 1999). The increase from year-end is attributable to an 85%
backlog increase at the MEGTEC unit. 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 provided by operating activities was $8.6 million
in the first quarter of 2000, compared with $17.5 million used
for operating activities in the first quarter of 1999. The
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES (cont'd)
- -------------------------------
primary reasons for the $26.1 million increase in cash provided
by operating activities were a decrease in state and foreign
income taxes paid, coupled with a federal tax refund received in
the first quarter of 2000. Net cash used for investing
activities decreased to $23.3 million in the first quarter of
2000 from $31.6 million in the first quarter of 1999. The major
factors in the 2000 decrease were a $10.5 million drop in cash
used to purchase businesses partially offset by higher capital
expenditures. Cash provided by financing activities in the first
quarter of 2000 was $24.4 million compared to $39.0 million
provided in the first quarter of 1999. The decrease was largely
attributable to lower levels of accounts receivable sold.
Capital expenditures amounted to $23.7 million during the
first quarter of 2000 and $20.7 million during the first quarter
of 1999, with spending in the 2000 period concentrated in the
Aerospace and Propulsion segments. These funds were primarily
used to upgrade existing facilities and equipment and to expand
capacity. Sequa currently anticipates that capital spending in
2000 will be approximately $115 million and will be concentrated
in the same segments.
Sequa has had an issue with the Internal Revenue Service
(IRS) involving the 1989 restructuring of two subsidiaries.
While management believes its tax position in this matter was
appropriate, it had taken the conservative position of providing
reserves to cover an adverse outcome. At March 31, 2000, 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. In October 1998, Sequa made a deposit of $24.0
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 stopped the
running of interest with respect to the amounts deposited.
Management has been in discussions with the IRS on these matters
for several years and has reached an informal agreement settling
this matter with the IRS. There are several steps involved in
finalizing this agreement, including approval by the Joint
Committee on Taxation of the US Congress. If the agreement is
approved, no significant additional tax or interest will be paid
or refunded. Management anticipates that the agreement with the
IRS will be finalized in the next nine months, at which time
approximately $35 million, representing the reversal of reserves
no longer required, would be recorded as income through a
reduction of the income tax provision.
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES (cont'd)
- -------------------------------
Management currently anticipates that cash flow from
operations, the $105.5 million of credit available at May 8, 2000
under the revolving credit agreement and the $76.5 million of
cash and cash equivalents on hand at March 31, 2000 will be
sufficient to fund Sequa's operations, niche acquisitions and
airline spare parts inventory purchases for the next year. It is
management's current intent to repay the remaining $66.4 million
principal balance of its medium-term notes using its revolving
credit agreement in May 2001.
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 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, 1999, which Item is hereby incorporated by
reference.
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Sequa is involved in a number of claims, lawsuits and
proceedings (environmental and otherwise) that arose in the
ordinary course of business. Other litigation pending against
Sequa involves allegations that are not routine and include, in
certain cases, compensatory and punitive damage claims. Included
in this class of litigation is an action commenced in July 1995
by United Technologies Corporation (UTC), the parent of Pratt &
Whitney (PW), against Chromalloy Gas Turbine Corporation
(Chromalloy) in federal district court in Delaware (the District
Court). UTC sought damages and injunctive relief based on
alleged breaches of certain license agreements, infringement of
patents and misuse of PW intellectual property. Chromalloy
answered the complaint denying UTC's claims, and Chromalloy filed
counterclaims against UTC seeking damages and injunctive relief
based on UTC's breaches of license agreements and other related
matters. The District Court decided to try the case in several
different proceedings because of the number and complexity of the
claims. For a detailed report on earlier developments in this
matter, see Sequa's Report on Form 10-K for the years ended
December 31, 1999, December 31, 1998 and December 31, 1997.
The most recent significant events and the current status
follow. On August 14, 1998, the District Court issued a
Memorandum Opinion and Order finding that UTC breached the
parties' 1985 Repair Agreement (the Repair Approval Claim). The
District Court ordered UTC to provide Chromalloy with updated
technical data and to approve Chromalloy to repair components for
the most advanced models of several PW large engine families. On
a separate claim relating to the Most Favored Nations clause (the
MFN Claim), the District Court held that UTC had violated the
same agreement by failing to notify Chromalloy of the more
favorable licensing terms, including lower royalty rates, that PW
negotiated with other component repair suppliers. The District
Court did not rule on the damages and other remedies being sought
on that claim. No trial date has been set for the remainder of
the MFN Claim.
UTC appealed the District Court's August 14, 1998 Order to
the Court of Appeals for the Federal Circuit (the Court of
Appeals). On August 25, 1999, the Court of Appeals held that the
District Court had erred in holding that res judicata (or what
--- --------
may be referred to as claim preclusion) does not apply to
Chromalloy's Repair Approval Claim. (UTC earlier had moved for
summary judgment on that basis.) Based on its res judicata
--- --------
ruling, the Court of Appeals vacated the District Court's August
14, 1998 Order. Chromalloy's Petition for Rehearing was denied
by the Court of Appeals on November 4, 1999. Because it is not
clear what part of Chromalloy's Repair Approval Claim is impacted
<PAGE>
ITEM 1. LEGAL PROCEEDINGS (cont'd)
by the Court of Appeals' August 25, 1999 decision, the precise
effect of that decision will not be known until further
proceedings are held in the District Court.
All other claims in this case have been dismissed by the
District Court or resolved by the parties, except for
Chromalloy's claim under a ceramic coating license agreement that
was tried in July 1998 (the Ceramic Approval Claim). The
District Court has not yet ruled on that claim. On December 3,
1999, UTC renewed its motion for summary judgment on the MFN
Claim and the Ceramic Approval Claim. Those motions are pending.
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 in Texas state
court against UTC seeking damages and injunctive relief for
violations 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, see Sequa's Reports listed
in the first paragraph of this Item. The only remaining issue in
this case is Chromalloy's appeal of the Texas court's denial of
injunctive relief. On October 14, 1998, the San Antonio Court of
Appeals issued its decision affirming the trial court's denial of
injunctive relief. On Chromalloy's request for reconsideration,
the Court of Appeals reaffirmed its decision in an opinion dated
November 17, 1999, which was later withdrawn because of an error
in the opinion, and replaced with an opinion dated November 24,
1999. Chromalloy disagrees with the decision and on March 10,
2000, filed a Petition for Review to the Texas Supreme Court.
That petition is pending.
Chromalloy's divisions compete for turbine engine repair
business with a number of other companies, including the
manufacturers of jet engines (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 this 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
<PAGE>
ITEM 1. LEGAL PROCEEDINGS (cont'd)
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.
<PAGE>
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.1 Amendment No. 1 dated as of May 1, 1998 to 1998
Key Employees Stock Option Plan (filed
herewith).
10.2 Amendment No. 2 dated as of March 30, 2000 to
1998 Key Employees Stock Option Plan (filed
herewith).
27.1 Financial Data Schedule, filed herewith.
99.1 "Quantitative and Qualitative Disclosures About
Market Risk" on pages 23-24 of the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1999, which is incorporated by
reference in Item 3 hereof.
(b) Reports on Form 8-K
No report on Form 8-K was filed during the three
month period ended March 31, 2000.
<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
(Chief Accounting Officer)
May 12, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-31-2000
<CASH> 76,506
<SECURITIES> 0
<RECEIVABLES> 282,987
<ALLOWANCES> 19,548
<INVENTORY> 333,444
<CURRENT-ASSETS> 698,862
<PP&E> 1,172,585
<DEPRECIATION> 693,797
<TOTAL-ASSETS> 1,688,408
<CURRENT-LIABILITIES> 320,258
<BONDS> 569,960
0
797
<COMMON> 11,009
<OTHER-SE> 655,017
<TOTAL-LIABILITY-AND-EQUITY> 1,688,408
<SALES> 427,793
<TOTAL-REVENUES> 427,793
<CGS> 343,464
<TOTAL-COSTS> 343,464
<OTHER-EXPENSES> 820
<LOSS-PROVISION> 332
<INTEREST-EXPENSE> 13,539
<INCOME-PRETAX> 8,222
<INCOME-TAX> 4,000
<INCOME-CONTINUING> 4,222
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,222
<EPS-BASIC> 0.36
<EPS-DILUTED> 0.36
</TABLE>
<PAGE>
SEQUA CORPORATION
AMENDMENT NO. 1 TO 1998 KEY EMPLOYEES STOCK OPTION PLAN
This Amendment No. 1 to the 1998 Key Employees Stock Option Plan,
effective as of February 26, 1998 (the "Plan"),
WITNESSETH:
WHEREAS, Sequa Corporation, a Delaware corporation (the "Company")
maintains the Plan; and
WHEREAS, the Company desires to amend the Plan to conform to the
requirements of the Securities Exchange Act of 1934, as amended and
the relevant provisions of the Internal Revenue Code of 1986, as
amended; and
WHEREAS, the Company may amend the Plan pursuant to Section 8 thereof;
NOW, THEREFORE, effective as of May 1, 1998, the Company hereby amends
the Plan, as set forth below.
1. The first paragraph of Section 2 is hereby deleted and replaced in
its entirety by the following:
"The Plan shall be administered by the Compensation Committee
(the "Committee") appointed from time to time by the Board of
Directors of the Company, which Committee shall consist of not
less than two (2) members of such Board of Directors. The
members of the Committee shall not be eligible to receive
options and shall be "Non-Employee Directors" as defined in
Rule 16b-3(b)(3) under the Securities Exchange Act of 1934,
as amended."
IN WITNESS WHEREOF, this Amendment No. 1 to the Plan is hereby executed
on this 2nd day of March, 2000.
SEQUA CORPORATION
By: /s/ Stuart Z. Krinsly__________
-------------------------------
Stuart Z. Krinsly
Senior Executive Vice President and
General Counsel
<PAGE>
SEQUA CORPORATION
AMENDMENT NO. 2 TO 1998 KEY EMPLOYEES STOCK OPTION PLAN
This Amendment No. 2 ("Amendment No. 2"), dated as of March 30, 2000, to
the 1998 Key Employees Stock Option Plan, effective as of February 26,
1998 (the "Plan"), as amended by Amendment No. 1 to the Plan, effective as
of May 1, 1998 (the Plan, as so amended is hereinafter referred to as
the "Plan").
WITNESSETH:
WHEREAS, Sequa Corporation, a Delaware corporation (the "Company")
maintains the Plan; and
WHEREAS, the Company desires to amend the Plan and may amend the Plan
pursuant to Section 8 thereof;
NOW, THEREFORE, effective as of March 30, 2000, subject to the approval of
these Amendments by a majority of votes cast at the annual meeting of
stockholders of the Company held in 2000, provided that the total vote
cast represents over fifty percent (50%) in interest of all stock of
the Company entitled to vote, the Company hereby amends the Plan, as
set forth below.
1. Section 3 is hereby deleted and replaced in its entirety by the
following:
"Except as provided in subparagraph 7(h) and paragraph 8 hereof, the
number of shares that may be issued or transferred pursuant to the
exercise of options shall not exceed 950,000 shares of the
Company's Class A Common Stock, no par value ("Class A Common
Stock"). Such shares may be authorized and unissued shares or
previously issued shares acquired or to be acquired by the
Company and held in treasury. Any share subject to an option
which for any reason expires or is terminated unexercised as to such
share may again be subject to an option under the Plan."
<PAGE>
2. Section 7(g) is hereby deleted and replaced in its entirety by the
following:
"(g) Maximum Option Grants. Notwithstanding anything to the contrary,
but
---------------------
except as provided in subparagraph 7(h) hereof, in no event shall the
maximum aggregate number of shares granted hereunder to any employee
exceed 200,000 shares during the term of the Plan."
IN WITNESS WHEREOF, this Amendment No. 2 to the Plan is hereby executed as
of the date first written above.
SEQUA CORPORATION
By:/s/ Howard M. Leitner___________
---------------------
Howard M. Leitner
Senior Vice President
<PAGE>
Exhibit 99.1
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK [PAGES
23-24 OF THE REGISTRANT'S ANNUAL REPORT ON FORM 10K FOR THE YEAR
ENDED DECEMBER 31, 1999]
DERIVATIVE AND OTHER FINANCIAL INSTRUMENTS
Sequa is exposed to market risk from changes in foreign currency
exchange rates which impact its earnings, cash flows and financial
condition. Sequa manages its exposure to this market risk through
its regular operating and financial activities and, when
appropriate, through the use of derivative financial instruments.
Sequa has well-established policies and procedures governing the
use of derivative financial instruments as risk management tools
and does not buy, hold or sell derivative financial instruments for
trading purposes. Sequa's primary foreign currency exposures
relate to the British, French, German and Italian currencies and to
the Euro. To mitigate the short-term effect of changes in currency
exchange rates, Sequa utilizes forward foreign exchange contracts
and foreign currency options to hedge certain existing assets and
liabilities, firm commitments and anticipated transactions
denominated in currencies other than the functional currency.
A hypothetical 10% uniform decrease in all foreign currency
exchange rates relative to the US dollar would decrease the fair
value of Sequa's financial instruments by approximately $11.8
million as of December 31, 1999 and $10.8 million as of December
31, 1998. The sensitivity analysis relates only to Sequa's
exchange rate-sensitive financial instruments, which include cash
and debt amounts denominated in foreign currencies and all open
foreign forward exchange contracts at December 31, 1999 and 1998.
The effect of this hypothetical change in exchange rates ignores
the effect this movement may have on the value of net assets, other
than financial instruments, denominated in foreign currencies and
does not consider the effect this movement may have on anticipated
foreign currency cash flows.
At December 31, 1999 and 1998, substantially all of Sequa's
debt was at fixed rates, and Sequa currently does not hold interest
rate derivative contracts. Accordingly, a change in market
interest rates would not impact Sequa's interest expense, but would
affect the fair value of Sequa's debt. Generally, the fair market
value of fixed-rate debt will increase as interest rates fall and
decrease as interest rates rise. The estimated fair value of
Sequa's total debt was approximately $559 million at December 31,
1999 and $521 million at December 31, 1998. A hypothetical 1%
increase in interest rates would decrease the fair value of Sequa's
total debt by approximately $23.6 million at December 31, 1999 and
$12.4 million at December 31, 1998. A hypothetical 1% decrease in
<PAGE>
interest rates would increase the fair value of Sequa's total debt
by approximately $26.0 million at December 31, 1999 and $12.8
million at December 31, 1998. The fair value of Sequa's total debt
is based primarily upon quoted market prices of Sequa's publicly
traded securities. The estimated changes in fair values of Sequa's
debt are based upon changes in the present value of future cash
flows as derived from the hypothetical changes in market interest
rates.
