<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended June 30, 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 July 31, 2000
----- ----------------------------
Class A Common Stock, no par value 7,046,703
Class B Common Stock, no par value 3,329,780
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(Amounts in thousands, except per share)
(Unaudited)
<CAPTION>
For the Six Months For the Three Months
Ended June 30, Ended June 30,
-------------------- -------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
SALES $ 874,816 $ 840,446 $447,023 $433,180
--------- --------- -------- --------
COSTS AND EXPENSES
Cost of sales 699,298 673,368 355,834 345,689
Selling, general and
administrative 127,261 120,163 65,513 60,867
--------- --------- -------- --------
826,559 793,531 421,347 406,556
--------- --------- -------- --------
OPERATING INCOME 48,257 46,915 25,676 26,624
OTHER INCOME (EXPENSE)
Interest expense (27,323) (23,983) (13,783) (12,068)
Interest income 2,223 2,699 1,090 1,323
Equity in loss of unconsolidated
joint ventures (1,444) (1,102) (822) (480)
Other, net (1,249) 5,760 81 4,104
--------- --------- -------- --------
INCOME BEFORE INCOME TAXES 20,464 30,289 12,242 19,503
Income tax provision (10,800) (13,400) (6,800) (8,600)
--------- --------- -------- --------
NET INCOME 9,664 16,889 5,442 10,903
Preferred dividends (1,032) (1,032) (516) (516)
--------- --------- -------- --------
NET INCOME AVAILABLE
TO COMMON STOCK $ 8,632 $ 15,857 $ 4,926 $ 10,387
========= ========= ======== ========
BASIC AND DILUTED EARNINGS
PER SHARE $ 0.83 $ 1.53 $ 0.47 $ 1.00
DIVIDENDS DECLARED PER SHARE
Preferred $ 2.50 $ 2.50 $ 1.25 $ 1.25
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Amounts in thousands)
ASSETS
<CAPTION>
(Unaudited)
June 30, December 31,
2000 1999
---------- ----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 67,337 $ 68,164
Trade receivables (less
allowances of $16,844 and
$17,259) 217,446 239,532
Unbilled receivables (less
allowances of $2,171 and $2,060) 37,387 32,130
Inventories 344,044 315,158
Other current assets 27,851 25,275
---------- ----------
Total current assets 694,065 680,259
---------- ----------
INVESTMENTS
Net assets of discontinued
operations 98,623 98,912
Investments and other receivables 95,935 74,015
---------- ----------
194,558 172,927
---------- ----------
PROPERTY, PLANT AND EQUIPMENT, NET 466,068 474,558
---------- ----------
OTHER ASSETS
Excess of cost over net assets of
companies acquired 311,631 314,257
Deferred charges and other assets 28,791 29,697
---------- ----------
340,422 343,954
---------- ----------
TOTAL ASSETS $1,695,113 $1,671,698
========== ==========
<FN>
The accompanying notes are an integral part of the financial
statements.
</TABLE>
<PAGE>
<TABLE>
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Amounts in thousands, except share data)
LIABILITIES AND SHAREHOLDERS' EQUITY
<CAPTION>
(Unaudited)
June 30, December 31,
2000 1999
---------- -----------
<S> <C> <C>
CURRENT LIABILITIES
Current maturities of long-term
debt $ 2,480 $ 5,297
Accounts payable 146,569 129,214
Accrued expenses 180,751 166,192
---------- ----------
Total current liabilities 329,800 300,703
---------- ----------
NONCURRENT LIABILITIES
Long-term debt 569,646 569,917
Deferred taxes on income 47,797 43,462
Other noncurrent liabilities 85,915 88,719
---------- ----------
703,358 702,098
---------- ----------
SHAREHOLDERS' EQUITY
Preferred stock--$1 par value,
1,825,000 shares authorized,
797,000 shares of $5 cumulative
convertible stock issued at
June 30, 2000 and
December 31, 1999 (involuntary
liquidation value--$17,181 at
June 30, 2000) 797 797
Class A common stock--no par value,
50,000,000 shares authorized,
7,282,000 shares issued at
June 30, 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
June 30, 2000 and
December 31, 1999 3,727 3,727
Capital in excess of par value 288,446 288,437
Retained earnings 473,304 464,672
Accumulated other comprehensive
loss (32,105) (16,453)
---------- ----------
741,451 748,461
Less: Cost of treasury stock 79,496 79,564
---------- ----------
Total shareholders' equity 661,955 668,897
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $1,695,113 $1,671,698
========== ==========
<FN>
The accompanying notes are an integral part of the financial
statements.
</TABLE>
<PAGE>
<TABLE>
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
<CAPTION>
For the Six Months
Ended June 30,
------------------
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income before income taxes $ 20,464 $ 30,289
Adjustments to reconcile income to net
cash provided by operating activities:
Depreciation and amortization 44,990 43,456
Provision for losses on receivables 317 3,230
Equity in losses of unconsolidated joint ventures 1,444 1,102
Gain on sale of assets (113) (3,728)
Other items not providing cash (2,270) (1,319)
Changes in operating assets and liabilities,
net of businesses purchased:
Receivables (18,535) (20,023)
Inventories (35,735) (23,199)
Other current assets (4,745) (438)
Accounts payable and accrued expenses 26,097 (26,165)
Other noncurrent liabilities (2,084) (2,874)
-------- --------
Net cash provided by continuing operations
before income taxes 29,830 331
Net cash used for discontinued operations
before income taxes (630) (56)
Income taxes refunded (paid), net 4,282 (18,610)
-------- --------
Net cash provided by (used for) operating activities 33,482 (18,335)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Businesses purchased, net of cash acquired (8,977) (22,584)
Short-term investments - 15,041
Purchase of property, plant and equipment (48,737) (45,945)
Sale of property, plant and equipment 2,820 6,606
Other investing activities (3,293) (26,171)
-------- --------
Net cash used for investing activities (58,187) (73,053)
-------- --------
Cash flows from financing activities:
Proceeds from sale of accounts receivable, net 34,000 63,500
Proceeds from debt 3,292 -
Payments of debt (6,817) (7,154)
Other financing activities (1,021) (615)
-------- --------
Net cash provided by financing activities 29,454 55,731
-------- --------
Effect of exchange rate changes on cash and cash
equivalents (5,576) (5,995)
-------- --------
Net decrease in cash and cash equivalents (827) (41,652)
Cash and cash equivalents at beginning of period 68,164 84,889
-------- --------
Cash and cash equivalents at end of period $ 67,337 $ 43,237
======== ========
<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. Investments in 20% to 50% owned joint ventures are
accounted for under 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 a $3.2 million charge relating to an early retirement
program at the Specialty Chemicals operation and $1.0 million of
income related to the final resolution of matters associated with
the sale of a Chromalloy Gas Turbine business in the United
Kingdom both of which were recorded in the second quarter of
2000, and 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, and $2.2 million of income
recorded in the second quarter of 1999 related to the adjustment
of the gain on the sale of Sequa Chemicals upon final settlement
with the purchaser, 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 six months ended June 30, 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 income (loss) for the six and three-month periods
ended June 30, 2000 and 1999 is as follows:
<TABLE>
<CAPTION>
(Thousands of Dollars)
(Unaudited)
For the Six For the Three
Months Months
Ended June 30, Ended June 30,
------------- -------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income $ 9,664 $ 16,889 $ 5,442 $10,903
Other comprehensive income/
(loss):
Foreign currency
translation adjustments (15,652) (18,775) (9,827) (7,297)
Unrealized gain on marketable
securities - 2,291 - 5,160
Tax provision on unrealized gain
on marketable securities - (802) - (1,805)
------- ------- ------- -------
Comprehensive income/(loss) $(5,988) $ (397) $(4,385) $ 6,961
======= ======= ======= =======
</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. In the 1999 periods, options to purchase
shares of Class A 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
<PAGE>
NOTE 3. EARNINGS PER SHARE (cont'd)
periods since it has an anti-dilutive effect when the preferred stock
dividends are added back to the income available to common stock.
The computation of basic and diluted EPS is as follows:
<TABLE>
<CAPTION>
(Thousands of Dollars)
(Unaudited)
For the For the
Six Months Three Months
Ended June 30, Ended June 30,
------------- -------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income $ 9,664 $16,889 $ 5,442 $10,903
Less: Preferred stock
dividends (1,032) (1,032) (516) (516)
------- ------- ------- -------
Net income available to
common stock $ 8,632 $15,857 $ 4,926 $10,387
======= ======= ======= =======
Weighted average number of
common shares outstanding
- basic 10,372 10,366 10,372 10,358
Exercise of stock options 1 - 3 -
------- ------- ------- -------
Weighted average number of
common shares outstanding
- diluted 10,373 10,366 10,375 10,358
======= ======= ======= =======
Basic earnings per common
share $ 0.83 $ 1.53 $ 0.47 $ 1.00
Diluted earnings per common
share $ 0.83 $ 1.53 $ 0.47 $ 1.00
</TABLE>
NOTE 4. TRADE RECEIVABLES, NET
Sequa Receivables Corp. (SRC), a special purpose corporation wholly
owned by Sequa, 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 $104,000,000 at June 30, 2000
and $70,000,000 at December 31, 1999 of receivables sold under the
<PAGE>
NOTE 4. TRADE RECEIVABLES, NET (cont'd)
agreement. Other, net in the Consolidated Statement of Income for the
six-months ended June 30, 2000 and 1999 includes $3,427,000 and
$1,543,000, respectively, of discount expense related to the sale of
receivables. Discount expense recorded in the second quarter of 2000
and 1999 was $1,919,000 and $1,002,000, respectively.
NOTE 5. INVENTORIES
The inventory amounts at June 30, 2000 and December 31, 1999 were
as follows:
<TABLE>
<CAPTION>
(Thousands of Dollars)
(Unaudited)
June 30, 2000 December 31, 1999
------------- -----------------
<S> <C> <C>
Finished goods $123,425 $ 82,010
Work in process 100,653 88,255
Raw materials 142,522 150,921
Long-term contract costs 6,354 6,560
Customer deposits (28,910) (12,588)
-------- --------
$344,044 $315,158
======== ========
</TABLE>
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
---------------- -------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Aerospace $382,682 $371,289 $29,563 $31,037
Propulsion 134,638 135,822 8,494 2,851
Metal Coating 110,823 94,886 11,163 8,628
Specialty Chemicals 76,155 77,994 5,006 9,961
Other Products 170,518 160,455 7,759 8,818
Corporate - - (13,728) (14,380)
-------- -------- ------- -------
TOTAL $874,816 $840,446 $48,257 $46,915
======== ======== ======= =======
</TABLE>
<TABLE>
<CAPTION>
Sales Operating Income
Second Quarter Second Quarter
---------------- --------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Aerospace $187,800 $183,582 $15,534 $16,379
Propulsion 71,713 75,174 4,538 2,896
Metal Coating 58,325 50,605 6,746 5,643
Specialty Chemicals 37,066 39,502 750 5,121
Other Products 92,119 84,317 5,484 3,895
Corporate - - (7,376) (7,310)
-------- -------- ------- -------
TOTAL $447,023 $433,180 $25,676 $26,624
======== ======== ======= =======
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
SALES
-----
Sales of the Aerospace (Chromalloy Gas Turbine) segment
rose 3% in the six months and 2% in the second quarter of 2000.
Sales to the engine component repair aftermarket increased 14% in
the six months and 10% in the second quarter, whereas sales to
the original equipment manufacturers (OEM) declined in both
periods. Strength in the commercial repair portion of the
business reflects the benefit of long-term contracts with major
airlines to provide repair services and inventory management.
The advance in military repair sales was boosted by revenues
derived from a contract to provide component repairs at Kelly Air
Force Base. The Kelly business accounted for a significant
portion of the overall increase in repair sales for the six
months and the major portion of the overall increase in the
second quarter. The OEM sales declines were caused by both a
slowdown in demand for new aircraft engines and the continued
effect of global outsourcing programs by the jet engine OEMS.
In late May 2000, Chromalloy Gas Turbine formed a joint
venture partnership with Siemens-Westinghouse to coat new parts
and repair components for Siemens-Westinghouse land-based
industrial gas turbines. Chromalloy contributed two industrial
turbine repair units to this venture for its 49% share and as a
result, sales of these units after May 31, 2000 are no longer
consolidated. These units generated sales of $10.7 million in
the six months of 2000, $11.3 million in the comparable period of
1999 and $22.8 million for the full year 1999.
Sales of the Propulsion segment declined 1% in the six
months and 5% in the second quarter. For the six months, sales
of defense products and liquid propulsion were on a par with the
1999 period, and automotive products sales declined slightly.
The second quarter decline primarily reflects lower sales of
defense products due to production stretch-outs and reduced
production on several programs.
Sales of the Metal Coating segment increased 17% in the six
months and 15% in the second quarter of 2000, driven by strong
demand from building products and container customers. The
increases in building products reflect a growing market and
increased market penetration. Improvements in the container
market reflect additional demand in the end user markets.
Sales of the Specialty Chemicals segment declined 2% in the
six months and 6% in the second quarter. For the six months,
demand from international customers for the detergent additive
TAED increased 6%, however the effects of currency movements --
particularly the strengthening of the pound sterling against the
<PAGE>
SALES (cont'd)
-----
Euro and its decline against the U.S. dollar -- more than offset
the benefit of this volume increase and the addition of a French
chemicals distribution business in February 2000. In the second
quarter a small decline in TAED volume combined with the effect
of currency movements more than offset the sales added by the
first quarter acquisition of the French unit.
Sales of the Other Products segment advanced 6% in the six
months and 9% in the second quarter. Sales of MEGTEC Systems
declined 5% in the six months, but increased 2% in the second
quarter. Sales for each of MEGTEC's major product lines were
lower for the six months. Sales of industrial and graphic arts
products advanced in the second quarter, more than offsetting a
decline in sales of emission control equipment. Sales of the can
machinery unit advanced 1% in the six months and 12% in the
second quarter. The increases were driven by higher sales of
specialty can forming systems from the segment's Can Industry
Products unit and from Formatec, an operation acquired in the
second quarter of 2000. In both periods, sales of decorating
equipment declined, the result of the continuing worldwide slump
in demand. Sales of Casco Products, the automotive products
unit, advanced 31% in the six months and 23% in the second
quarter largely due to the acquisition of a German automotive
supplier in July 1999. This business contributed sales of $10.0
million in the six months of 2000 and $4.6 million in the second
quarter. The balance of the six-months' increase was due to
strong worldwide demand for lighters and power outlets.
Excluding the effect of the German acquisition second quarter
sales were on a par with year earlier levels. Sales of the Men's
Apparel unit were ahead 8% in the six months and 9% in the three
months with continued strength in both periods in both basic and
fashion formalwear.
OPERATING INCOME
----------------
Operating income in the Aerospace segment declined 5% in
both the six months and second quarter. In both periods,
improvements at units primarily serving the repair market were
more than offset by the combination of sharp declines at units
primarily engaged in OEM work, and higher development costs.
Development and start-up costs at a component manufacturing unit
were $2.4 million higher in the six months of 2000 than in the
same period of 1999 and $0.8 million higher in the second quarter
than in the comparable 1999 period. In late May 2000, Chromalloy
Gas Turbine reduced its ownership of this unit to 50%.
Accordingly, results of this unit from June 1, 2000, are no
longer consolidated but are included in Equity in loss of
unconsolidated joint ventures on Sequa's Consolidated Statement
of Income. Also in late May 2000, Chromalloy Gas Turbine entered
<PAGE>
OPERATING INCOME (cont'd)
----------------
into a joint venture with Siemens-Westinghouse to coat and repair
industrial gas turbine components. Chromalloy Gas Turbine
contributed two units to the venture. These units had operating
income of $1.2 million in the first six months of 2000, $0.9
million in the same 1999 period and $1.9 million for all of 1999.
In all periods prior to the reduction in ownership this operating
income was included in Chromalloy's results. Beginning June 1,
2000 profits from the new joint venture are included as Equity in
loss of unconsolidated joint ventures on Sequa's Consolidated
Statement of Income.
Operating income in the Propulsion segment nearly tripled
in the six months and rose 57% in the second quarter. Six-month
results reflect substantial improvement in the automotive and
defense businesses, tempered by the effect of lower operating
results of the liquid propulsion unit. Results of the defense
business for both periods reflect lower bid and proposal costs,
improved performance on a major program, and lower administrative
costs, with particular improvement in the second quarter.
Improvement in automotive products results primarily reflect the
continuing success of product cost reduction programs introduced
in 1999. The improvement was tempered in the second quarter by
higher product development costs.
Operating income in the Metal Coating segment increased 29%
in the six months and 20% in the second quarter. Both periods
benefitted from the continuing effect of quality improvement
programs and higher sales, partially tempered by significantly
higher natural gas prices in the second quarter.
Operating income in the Specialty Chemicals segment
declined 50% in the six months and 85% in the second quarter.
Both periods were adversely affected by a $3.2 million provision
for an early retirement program implemented in the second quarter
as part of a continuing effort to reduce costs. Without this
charge, segment results declined 17% in the six months and 22% in
the second quarter, due to the impact on margins and reported
profits of the changes in the value of the British pound. The
average exchange rate of the British pound strengthened by 10%
against the Euro in the six months and 8% in the second quarter;
the exchange rate of the pound weakened against the dollar by 3%
in the six months and 5% in the second quarter, with all
comparisons to year earlier periods.
Operating income in the Other Products segment declined 12%
in the six months while advancing 41% in the second quarter. For
the six months a sharp decline at MEGTEC more than offset
advances at the other three units. In the second quarter all
units in the segment reported higher profits. For MEGTEC,
<PAGE>
OPERATING INCOME (cont'd)
----------------
six-months results compare unfavorably with the same period of
1999 due to the loss in the first quarter of 2000. Profits at
this unit increased in the second quarter of 2000. While the
current quarter was affected by unusually high costs related to a
quadrennial graphic arts trade show, the prior year's quarter was
reduced by a bad debt provision. Future results of this unit
should benefit from a strong backlog of orders for shipment in
the second half of the year. The Sequa Can Machinery unit
recorded modest improvements in both periods due to slightly
higher gross margins and the absence of a second quarter 1999
severance provision. Profits at Casco Products advanced 29% in
the six months and 25% in the second quarter. Both periods
benefited from the acquisition of the German automotive supplier
in mid-1999 and higher volume at the other overseas units,
tempered by lower gross margins at the domestic unit. Profits at
the Men's Apparel unit were ahead in both periods primarily due
to strong second quarter sales.
INTEREST EXPENSE
----------------
The increase in interest expense of $3.3 million in the
2000 six-month period and $1.7 million in the second quarter of
2000 was due to an increase in average borrowings to support
working capital needs stemming from growth initiatives at the
Chromalloy Gas Turbine unit.
EQUITY IN LOSS OF UNCONSOLIDATED JOINT VENTURES
-----------------------------------------------
Sequa has investments in numerous unconsolidated joint
ventures, which amounted to $64.7 million at June 30, 2000 and
$42.4 million at December 31, 1999. Sequa's equity in the net
losses of these joint ventures was $1.4 million during the six-
month period of 2000, $1.1 million during the six-month period of
1999, $0.8 million during the second quarter of 2000 and $0.5
million during the second quarter of 1999. The largest of these
joint ventures are discussed in the following paragraphs.
Sequa, through it wholly owned subsidiary, Atlantic
Research Corporation (ARC), has an investment in BAG SpA, an
Italian company which manufactures and markets hybrid inflators
for automotive airbags. During the first quarter of 1999, ARC
owned one of three equal interests in the venture, along with
Breed Technologies, Inc. (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
<PAGE>
EQUITY IN LOSS OF UNCONSOLIDATED JOINT VENTURES (cont'd)
-----------------------------------------------
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
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 June 30, 2000, Sequa's investment in
BAG SpA totaled $16.6 million reflecting six-months of equity
losses and a return of certain funds related to a letter of
credit previously drawn upon. Sequa's equity share in the net
losses of the BAG SpA joint venture was $0.9 million during the
six-month period of 2000, $1.0 million during the six-month
period of 1999, $0.6 million during the second quarter of 2000
and $0.4 million during the second quarter of 1999.
Chromalloy Gas Turbine continues to pursue joint venture
opportunities and several were formed during the second quarter
of 2000. In May 2000, Chromalloy Gas Turbine reduced its
majority ownership interest in a component manufacturing
operation to 50%. Accounts of this operation are included in the
Consolidated Statement of Income for the period of majority
ownership and Sequa's equity share of the net losses since the
reduction of ownership total $0.3 million. At June 30, 2000,
Sequa's investment in this operation net of equity losses totaled
$5.3 million.
In late May 2000, Chromalloy Gas Turbine entered a joint
venture agreement with Siemens-Westinghouse whereby Chromalloy
Gas Turbine contributed certain assets and liabilities of two
industrial turbine repair units in return for a 49% ownership
interest in a new U.S. company called Turbine Airfoil Coating &
Repair LLC (TACR). Siemens-Westinghouse contributed to TACR the
stock of an existing operation in Germany. TACR coats new parts
and repairs components for Siemens-Westinghouse land-based
industrial gas turbines. The equity share of net income for TACR
was nominal in the second quarter of 2000 and as of June 30,
2000, Sequa's investment in TACR totaled $14.4 million.
In June 2000, Chromalloy Gas Turbine purchased a 49%
ownership interest in an existing operation that will operate as
Masaood John Brown LTD (MJB) with a facility in the United Arab
Emirates. MJB is a partnership with Mohammed Bin Masaood & Sons
and provides repair and maintenance services to industrial gas
turbine operators. The equity share of net income for MJB was
<PAGE>
EQUITY IN LOSS OF UNCONSOLIDATED JOINT VENTURES (cont'd)
-----------------------------------------------
nominal in the second quarter of 2000 and as of June 30, 2000,
Sequa's investment in MJB totaled $4.5 million.
Chromalloy Gas Turbine has several other 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 Chromalloy Gas Turbine partnerships was $13.6 million
at June 30, 2000 and $13.4 million at December 31, 1999. Sequa's
equity share of net loss was $0.4 million during the six-month
period of 2000, $0.5 million of net income during the six-month
period of 1999, $0.1 million of net loss during the second
quarter of 2000 and $0.2 million of net income during the second
quarter of 1999.
The Metal Coating segment 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 $9.3
million at June 30, 2000 and $9.5 million at December 31, 1999.
Sequa's equity share of net income was nominal in the first and
second quarters of 2000 and Sequa's equity share in net losses
was $0.5 million during the six-month period of 1999 and $0.2
million during the second quarter of 1999.
Other, net
----------
During the six-month period of 2000, Other, net included
$3.4 million of discount expense related to the sale of accounts
receivable, $1.0 million of income related to the final
resolution of matters associated with the sale of a Chromalloy
Gas Turbine business in the United Kingdom, $1.0 million of
income related to a minority interest in a component
manufacturing operation for the period during which the operation
was majority owned, $0.9 million of income related to the sale of
a partial ownership interest in this operation and $0.4 million
of expense on the cash surrender value of corporate-owned life
insurance. During the six-month period of 1999, Other, net
included $1.5 million of discount expense related to the sale of
accounts receivable, $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, $1.6 million of income
related to the collection of a note receivable written off more
than ten years ago, a $1.6 million gain on the sale of land and a
$1.3 million gain on the sale of marketable securities.
<PAGE>
OTHER, NET (cont'd)
----------
During the second quarter of 2000, Other, net included $1.9
million of discount expense related to the sale of accounts
receivable, $1.0 million of income related to the final
resolution of matters associated with the sale of a Chromalloy
Gas Turbine business in the United Kingdom, $0.4 million of
income related to a minority interest in a component
manufacturing operation for the period during which the operation
was majority owned, $0.9 million of income related to the sale of
a partial ownership interest in this operation and $0.6 million
of expense on the cash surrender value of corporate-owned life
insurance. During the second quarter of 1999, Other, net
included $1.0 million of discount expense, $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
$1.6 million gain on the sale of land and a $1.3 million gain on
the sale of marketable securities.
INCOME TAX PROVISION
--------------------
At the end of each quarter, Sequa estimates the effective
tax rate expected to be applicable for the full fiscal year. The
effective tax rates for the six-month periods of 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. The six-month period of
2000 also reflects the establishment of a valuation allowance to
eliminate the tax benefit for losses at one of Sequa's French
subsidiaries. The same subsidiary was profitable in 1999 and a
benefit resulted from the utilization of a net operating loss
carryforward. The establishment of the 2000 valuation allowance
as compared to the 1999 benefit results in an increase in the
effective tax rate. The tax provisions for the second quarters
of 2000 and 1999 represent the difference between the year-to-
date tax provisions recorded as of June 30, 2000 and 1999 and the
amounts reported for the first quarter periods of 2000 and 1999.
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 received a commitment from its lending group for
up to $125 million of debtor-in-possession financing, which Breed
<PAGE>
RISK/CONCENTRATION OF BUSINESS (cont'd)
------------------------------
stated it 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 to
September 6, 2000 from the original May 1, 2000 date by the
mutual consent of the parties. Breed accounted for $41.0 million
of ARC's sales during the six-month period of 2000, $45.3 million
during the six-month period of 1999, $21.1 million during the
second quarter of 2000 and $23.4 million during the second
quarter of 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
$11.8 million of ARC's sales during the six-month period of 2000,
$9.1 million during the six-month period of 1999, $7.4 million
during the second quarter of 2000 and $4.6 million during the
second quarter of 1999.
At June 30, 2000, ARC had pre-petition net accounts
receivable of $12.1 million due from Breed and $8.2 million of
accounts receivable due from BAG SpA. BAG SpA had trade accounts
receivable of $21.1 million due from BIH (a subsidiary of Breed
which is not part of the bankruptcy filing) and an additional
$1.8 million of non-trade receivables due from BIH. As of late
July 2000, BIH was substantially current in its payment of
receivables to BAG SpA. At June 30, 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.
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 $16.6 million investment in
<PAGE>
RISK/CONCENTRATION OF BUSINESS (cont'd)
------------------------------
BAG SpA and the $8.2 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
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 June 30, 2000, Sequa's
Consolidated Balance Sheet includes accruals for remediation
<PAGE>
ENVIRONMENTAL MATTERS (cont'd)
---------------------
costs of $22.6 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 $4 million to $7 million during 2000 and between $4 million
and $6 million during 2001. During the first six months of 2000,
actual expenditures for the remediation of previously
contaminated sites were $1.4 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 June 30, 2000 was $321.4 million ($289.5 million at December
31, 1999). The increase from year-end is attributable to a 68%
backlog increase at the MEGTEC unit and an increase at the liquid
rocket motor operations of 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.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
Net cash provided by operating activities was $33.5 million
in the first half of 2000, compared with $18.3 million used for
operating activities in the first half of 1999. The primary
reasons for the $51.8 million increase in cash provided by
operating activities were a lower level of working capital
requirements reflective of a timing related increase in accounts
payable and accrued expenses and 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 $58.2 million in the first half of 2000
from $73.1 million in the first half of 1999. The major factors
in the 2000 decrease were a $13.6 million drop in cash used to
purchase businesses, an $18.1 million decrease in investments
within the Aerospace segment (including an $8.1 million decrease
in cash contributions to joint ventures), offset by the absence
of $15.0 million of proceeds on the sale of marketable
securities. Cash provided by financing activities in the first
half of 2000 was $29.5 million compared to $55.7 million in the
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES (cont'd)
-------------------------------
first half of 1999. The decrease was largely attributable to
lower levels of accounts receivable sold within the first half of
2000 as compared to the first half of 1999.
Capital expenditures amounted to $48.7 million during the
first half of 2000 and $45.9 million during the first half 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 $105 to $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 June 30, 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 six 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.
Management currently anticipates that cash flow from
operations, the $81 million of credit available at August 8, 2000
under the revolving credit agreement and the $67.3 million of
cash and cash equivalents on hand at June 30, 2000 will be
sufficient to fund Sequa's operations, niche acquisitions and
airline spare parts inventory purchases for the next year. The
$66.4 million principal balance of Sequa's medium-term notes due
in May 2001 has been classified as long-term debt in the
accompanying Consolidated Balance Sheet as it is management's
current intent to repay the notes upon maturity using its
revolving credit agreement.
<PAGE>
OTHER INFORMATION
-----------------
SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," was issued in June 1998 and was subsequently
amended by SFAS No. 138 issued in June 2000. These statements
require 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. These statements are not expected to have a material
impact on Sequa's consolidated financial statements. Recently,
the effective date of SFAS No. 133 was delayed one year to fiscal
years beginning after June 15, 2000, with earlier adoption
encouraged. Sequa will adopt these accounting standards for the
fiscal years beginning 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 incorporated herein 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 Annual 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.
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. Subsequent to the Court of Appeals' decision,
Chromalloy filed a motion in the District Court seeking a ruling
as to which of Chromalloy's Repair Approval claims were barred by
the Court of Appeals' decision. UTC also filed a motion in the
District Court for post-appeal restitution. In an Opinion dated
June 29, 2000, the District Court denied Chromalloy's Motion,
<PAGE>
ITEM 1. LEGAL PROCEEDINGS (cont'd)
holding that it had no jurisdiction to determine this issue under
the Court of Appeals' Order. The District Court also denied
UTC's Motion for post-appeal restitution.
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) and a claim
by Chromalloy relating to a discrete royalty issue. On December
3, 1999, UTC renewed its motion for summary judgment on the MFN
Claim and the Ceramic Approval Claim. On June 29, 2000, the
District Court denied UTC's Motion for Summary Judgment on both
the MFN claim and the Ceramic Approval claim, but nonetheless,
entered judgment dismissing these claims finding that they also
were barred by res judicata under the Court of Appeals' August
--- --------
25, 1999 decision.
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 Annual Reports
listed on Form 10-K in the first paragraph of this Note. 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 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. On July
10, 2000, the Texas Supreme Court ordered the parties to provide
full briefing on the appeal. This appeal 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.
<PAGE>
ITEM 1. LEGAL PROCEEDINGS (cont'd)
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 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Stockholders of Sequa Corporation was
held on May 4, 2000, for the purpose of electing directors,
reapproving the Management Incentive Bonus Program for Corporate
Executive Officers, approving an amendment to the 1998 Key
Employees Stock Option Plan and ratifying the appointment of the
independent public accountants. Proxies for the meeting were
solicited pursuant to Section 14(a) of the Securities Exchange
Act of 1934, as amended, and there was no solicitation in
opposition to management's solicitations.
All of management's nominees for director, as listed in the
proxy statement, were elected with the following vote:
<TABLE>
<CAPTION>
Name of Nominee Votes For Votes Withheld
--------------- --------- --------------
<S> <C> <C>
Norman E. Alexander 27,480,037 10,466,811
Leon Black 27,305,715 10,641,133
Alvin Dworman 27,583,545 10,363,303
David S. Gottesman 27,583,995 10,362,853
Stuart Z. Krinsly 27,582,531 10,364,317
Donald D. Kummerfeld 27,588,912 10,357,936
Richard S. LeFrak 27,590,207 10,356,641
John J. Quicke 27,589,502 10,357,346
Michael I. Sovern 27,589,626 10,357,222
Fred R. Sullivan 27,581,768 10,365,080
Gerald Tsai, Jr. 27,574,380 10,372,468
Martin Weinstein 27,589,945 10,356,903
</TABLE>
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS (cont'd)
The proposals to reapprove the Management Incentive Bonus
Program for Corporate Executive Officers, to amend and approve
the 1998 Key Employees Stock Option Plan and to ratify the
appointment of Arthur Andersen LLP as independent public
accountants for the fiscal year 2000 were approved by the
following votes:
<TABLE>
<CAPTION>
Votes Votes
Votes For Against Abstaining
--------- ------- ----------
<S> <C> <C> <C>
Reapprove the Management
Incentive Bonus Program for
Corporate Executive Officers 26,507,807 10,812,233 626,808
Amendment to and approval of
the 1998 Key Employees
Stock Option Plan 25,917,988 10,837,478 566,061
Ratify the appointment of
Arthur Andersen LLP 37,827,466 109,573 9,809
</TABLE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.3 Third Amendment to the Receivables Purchase
Agreement dated as of May 15, 2000 (filed
herewith).
27.1 Financial Data Schedule, filed herewith.
99.1 "Quantitative and Qualitative Disclosures About
Market Risk" on pages 23-24 under the caption
Derivative and Other Financial Instruments of
the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1999, which is
incorporated by reference in Part I, Item 3
hereof.
(b) Reports on Form 8-K
No report on Form 8-K was filed during the three-
month period ended June 30, 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)
August 14, 2000
