TABLE OF CONTENTS
10-Q
Page
10-Q 1
PART I. FINANCIAL INFORMATION 2
ITEM 1. Financial Statements 2
Balance Sheet - Assets 3
Balance Sheet - Liabilities and Shareholders' Equity 4
Cash Flow 5
Notes to Consolidated Financial Statements 6-10
ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 10-23
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings 23-25
ITEM 6. Exhibits and Reports on Form 8-K 26
EXHIBITS
Exhibit 10.4 Supplemental Executive Retirement Plan II
Exhibit 10.5 Supplemental Executive Retirement Plan III
Exhibit 27.1 Financial Data Schedule
<PAGE>
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended September 30, 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 October 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 Nine Months For the Three Months
Ended September 30, Ended September 30,
------------------- -------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
SALES $1,305,717 $1,256,817 $430,902 $416,371
---------- ---------- -------- --------
COSTS AND EXPENSES
Cost of sales 1,047,243 1,004,506 347,925 331,138
Selling, general and
administrative 182,671 179,572 55,431 59,409
---------- ---------- -------- --------
1,229,914 1,184,078 403,356 390,547
---------- ---------- -------- --------
OPERATING INCOME 75,803 72,739 27,546 25,824
OTHER INCOME (EXPENSE)
Interest expense (41,930) (42,858) (14,607) (18,875)
Interest income 3,335 6,486 1,113 3,787
Equity in loss of unconsolidated
joint ventures (1,557) (1,983) (113) (881)
Other, net (4,387) 7,554 (3,138) 1,794
---------- ---------- -------- --------
INCOME BEFORE INCOME TAXES 31,264 41,938 10,801 11,649
Income tax provision (16,500) (18,600) (5,700) (5,200)
---------- ---------- -------- --------
INCOME BEFORE EXTRAORDINARY
ITEM 14,764 23,338 5,101 6,449
Extraordinary loss on early
retirement of debt, net of
applicable income taxes - (1,483) - (1,483)
-------- ---------- -------- --------
NET INCOME 14,764 21,855 5,101 4,966
Preferred dividends (1,548) (1,548) (516) (516)
---------- ---------- -------- --------
NET INCOME AVAILABLE
TO COMMON STOCK $ 13,216 $ 20,307 $ 4,585 $ 4,450
========== ========== ======== ========
BASIC AND DILUTED EARNINGS
PER SHARE
Income before extraordinary
item $ 1.27 $ 2.10 $ .44 $ .57
Extraordinary loss - (.14) - (.14)
--------- ---------- -------- --------
Net income $ 1.27 $ 1.96 $ .44 $ .43
========= ========== ======== ========
DIVIDENDS DECLARED PER SHARE
Preferred $ 3.75 $ 3.75 $ 1.25 $ 1.25
<FN>
The accompanying notes are an integral part of the financial statements.
</TABLE>
<PAGE>
<TABLE>
SEQUA CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Amounts in thousands)
ASSETS
<CAPTION>
(Unaudited)
September 30, December 31,
2000 1999
---------- -----------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 57,849 $ 68,164
Trade receivables (less
allowances of $16,549 and
$17,259) 198,318 239,532
Unbilled receivables (less
allowances of $2,233 and $2,060) 37,063 32,130
Inventories 358,309 315,158
Other current assets 30,270 25,275
---------- ----------
Total current assets 681,809 680,259
---------- ----------
INVESTMENTS
Net assets of discontinued
operations 98,141 98,912
Investments and other receivables 99,019 74,015
---------- ----------
197,160 172,927
---------- ----------
PROPERTY, PLANT AND EQUIPMENT, NET 466,733 474,558
---------- ----------
OTHER ASSETS
Excess of cost over net assets of
companies acquired 307,614 314,257
Deferred charges and other assets 28,004 29,697
---------- ----------
335,618 343,954
---------- ----------
TOTAL ASSETS $1,681,320 $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)
September 30, December 31,
2000 1999
---------- -----------
<S> <C> <C>
CURRENT LIABILITIES
Current maturities of long-term
debt $ 814 $ 5,297
Accounts payable 145,074 129,214
Accrued expenses 170,239 166,192
---------- ----------
Total current liabilities 316,127 300,703
---------- ----------
NONCURRENT LIABILITIES
Long-term debt 571,998 569,917
Deferred taxes on income 50,821 43,462
Other noncurrent liabilities 87,928 88,719
---------- ----------
710,747 702,098
---------- ----------
SHAREHOLDERS' EQUITY
Preferred stock--$1 par value,
1,825,000 shares authorized,
797,000 shares of $5 cumulative
convertible stock issued at
September 30, 2000 and
December 31, 1999 (involuntary
liquidation value--$17,181 at
September 30, 2000) 797 797
Class A common stock--no par value,
50,000,000 shares authorized,
7,281,000 shares issued at
September 30, 2000 and
December 31, 1999 7,281 7,281
Class B common stock--no par value,
10,000,000 shares authorized,
3,727,000 shares issued at
September 30, 2000 and
December 31, 1999 3,727 3,727
Capital in excess of par value 288,359 288,437
Retained earnings 477,888 464,672
Accumulated other comprehensive
loss (44,296) (16,453)
---------- ----------
733,756 748,461
Less: Cost of treasury stock 79,310 79,564
---------- ----------
Total shareholders' equity 654,446 668,897
---------- ----------
TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY $1,681,320 $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 Nine Months
Ended September 30,
-----------------
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Income before income taxes $ 31,264 $ 41,938
Adjustments to reconcile income to net
cash provided by (used for) operating activities:
Depreciation and amortization 67,461 65,473
Provision for losses on receivables 416 3,604
Equity in losses of unconsolidated joint ventures 1,557 1,983
Gain on sale of assets (78) (3,055)
Other items not providing cash (2,214) (2,510)
Changes in operating assets and liabilities,
net of businesses purchased:
Receivables (19,674) (37,210)
Inventories (53,696) (47,171)
Other current assets (7,576) (803)
Accounts payable and accrued expenses 23,204 (12,306)
Other noncurrent liabilities (610) (62)
-------- --------
Net cash provided by continuing operations
before income taxes 40,054 9,881
Net cash provided by (used for) discontinued
operations before income taxes 719 (235)
Income taxes paid, net (935) (26,907)
-------- --------
Net cash provided by (used for) operating activities 39,838 (17,261)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Businesses purchased, net of cash acquired (8,977) (25,733)
Short-term investments - 15,041
Purchase of property, plant and equipment (73,379) (70,268)
Sale of property, plant and equipment 3,999 8,799
Other investing activities (9,124) (27,317)
-------- --------
Net cash used for investing activities (87,481) (99,478)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of accounts receivable, net 50,000 20,000
Proceeds from debt 5,954 487,740
Payments of debt (8,607) (6,508)
Early retirement of debt - (66,554)
Other financing activities (1,537) 304
-------- --------
Net cash provided by financing activities 45,810 434,982
-------- --------
Effect of exchange rate changes on cash and cash
equivalents (8,482) (2,826)
-------- --------
Net decrease in cash and cash equivalents (10,315) 315,417
Cash and cash equivalents at beginning of period 68,164 84,889
-------- --------
Cash and cash equivalents at end of period $ 57,849 $400,306
======== ========
<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, $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 and $2.7 million of income recorded in the
third quarter of 1999 related to the demutualization of an issuer
of corporate-owned life insurance policies, 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
nine months ended September 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 nine and three-month periods
ended September 30, 2000 and 1999 is as follows:
<TABLE>
<CAPTION>
(Thousands of Dollars)
(Unaudited)
For the Nine Months For the Three Months
Ended September 30, Ended September 30,
------------------- -------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income $ 14,764 $21,855 $ 5,101 $ 4,966
Other comprehensive income/
(loss):
Foreign currency
translation adjustments (27,843) (9,703) (12,185) 9,072
Unrealized gain on marketable
securities - 2,291 - -
Tax provision on unrealized
gain on marketable
securities - (802) - -
-------- ------- ------- -------
Comprehensive income/(loss) $(13,079) $13,641 $(7,084) $14,038
======== ======= ======= =======
</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. 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.
<PAGE>
<TABLE>
NOTE 3. EARNINGS PER SHARE (cont'd)
The computation of basic and diluted EPS is as follows:
<CAPTION>
(Thousands of Dollars)
(Unaudited)
For the For the
Nine Months Three Months
Ended September 30, Ended September 30,
------------------- -------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Income before extraordinary
item $14,764 $23,338 $ 5,101 $ 6,449
Less: Preferred stock
dividends (1,548) (1,548) (516) (516)
------- ------- ------- -------
Income before extraordinary
item available to common
stock 13,216 21,790 4,585 5,933
Extraordinary loss - (1,483) - (1,483)
------- ------- ------- -------
Net income available to
common stock $13,216 $20,307 $ 4,585 $ 4,450
======= ======= ======= =======
Weighted average number of
common shares outstanding
- basic 10,372 10,366 10,373 10,366
Exercise of stock options 1 5 2 43
------- ------- ------- -------
Weighted average number of
common shares outstanding
- diluted 10,373 10,371 10,375 10,409
======= ======= ======= =======
Basic earnings per common
share
Income before
extraordinary item $ 1.27 $ 2.10 $ .44 $ .57
Extraordinary loss - (.14) - (.14)
------ ------ ------ ------
Net income $ 1.27 $ 1.96 $ .44 $ .43
====== ====== ====== ======
Diluted earnings per common
share
Income before
extraordinary item $ 1.27 $ 2.10 $ .44 $ .57
Extraordinary loss - (.14) - (.14)
------ ------ ------ ------
Net income $ 1.27 $ 1.96 $ .44 $ .43
====== ====== ====== ======
</TABLE>
<PAGE>
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 $120,000,000 at
September 30, 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 nine-months ended September 30, 2000 and 1999 includes
$5,462,000 and $2,008,000, respectively, of discount expense related
to the sale of receivables. Discount expense recorded in the third
quarter of 2000 and 1999 was $2,035,000 and $465,000, respectively.
<TABLE>
NOTE 5. INVENTORIES
The inventory amounts at September 30, 2000 and December 31,
1999 were as follows:
<CAPTION>
(Thousands of Dollars)
(Unaudited)
September 30, 2000 December 31, 1999
------------------ -----------------
<S> <C> <C>
Finished goods $126,299 $ 82,010
Work in process 101,021 88,255
Raw materials 145,233 150,921
Long-term contract costs 5,270 6,560
Customer deposits (19,514) (12,588)
-------- --------
$358,309 $315,158
======== ========
</TABLE>
<TABLE>
NOTE 6. SUMMARY BUSINESS SEGMENT DATA
Sequa's sales and operating income by business segment are
as follows:
<CAPTION>
(Thousands of Dollars)
(Unaudited)
Sales Operating Income
Year to Date Year to Date
---------------- -------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Aerospace $ 572,172 $ 556,109 $ 47,897 $ 48,848
Propulsion 198,887 201,018 10,663 4,217
Metal Coating 166,573 148,786 16,339 14,732
Specialty Chemicals 109,650 116,647 9,658 15,208
Other Products 258,435 234,257 11,702 11,724
Corporate - - (20,456) (21,990)
---------- ---------- -------- --------
TOTAL $1,305,717 $1,256,817 $ 75,803 $ 72,739
========== ========== ======== ========
</TABLE>
<PAGE>
<TABLE>
Note 6. Summary Business Segment Data (cont'd)
<CAPTION>
Sales Operating Income
Third Quarter Third Quarter
---------------- ---------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Aerospace $189,489 $184,820 $18,334 $17,811
Propulsion 64,248 65,196 2,169 1,366
Metal Coating 55,750 53,899 5,176 6,104
Specialty Chemicals 33,495 38,653 4,652 5,247
Other Products 87,920 73,803 3,943 2,906
Corporate - - (6,728) (7,610)
-------- -------- ------- -------
TOTAL $430,902 $416,371 $27,546 $25,824
======== ======== ======= =======
</TABLE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
SALES
-----
Sales of the Aerospace segment (Chromalloy Gas Turbine) rose
3% in the nine months and third quarter of 2000. Sales to the
engine component repair market (commercial and military)
increased 11% in the nine months and 7% in the third quarter,
whereas sales to the original equipment manufacturers (OEM)
declined in both periods. Sales reported for both periods of
2000 were tempered by two factors: 1. the translation effect
created by a weakening Euro against the U.S. dollar, which
lowered reported sales results of European entities by $13.6
million in the nine months and $5.2 million in the third quarter
and 2. the absence of sales (approximately $5.3 million in the
nine months and $3.7 million in the third quarter) from units
contributed to a joint venture with Siemens-Westinghouse.
Chromalloy has owned 49% of this joint venture since May 31,
2000, and sales are no longer consolidated. (For further
information see the Equity in Loss of Unconsolidated Joint
Ventures section of this Management's Discussion and Analysis
(MD&A)). Strength in sales to the commercial repair aftermarket
reflects the benefit of long-term contracts with major airlines
to provide repair services and inventory management. The advance
in military repair sales reflects revenues from a contract to
provide component repairs at Kelly Air Force Base. The Kelly
business is a major contributor to the overall increase in repair
sales for the nine months and the third quarter. The lower level
of OEM sales in both periods primarily reflects the continued
effect of global outsourcing programs by the jet engines OEMS.
<PAGE>
SALES (cont'd)
-----
Sales of the Propulsion segment declined 1% in both the nine
months and third quarter of 2000, with modest advances in
automotive products and liquid propulsion offset by lower sales
of defense products. The declines in defense products primarily
reflect production stretch-outs and reduced production on several
programs.
Sales of the Metal Coating segment increased 12% in the nine
months and 3% in the third quarter of 2000, with both periods
benefitting from strong demand by building products customers.
Sales to container customers were up sharply for the nine months
but down 4% in the third quarter, primarily reflecting demand in
the end user market. Sales to diverse manufactured products
customers were lower in both periods.
Sales of the Specialty Chemicals segment declined 6% in the
nine months and 13% in the third quarter. For the nine months,
demand from international customers for the detergent additive
TAED led to a 2% increase in volume. However, the effects of
currency movements -- particularly the strengthening of the
British pound sterling against the Euro and its decline against
the U.S. dollar -- more than offset the benefits of higher volume
and the inclusion of a French chemical distribution business
acquired in February 2000. For the third quarter, TAED volume
declined 8% from the 1999 period, which benefitted from a new
product launch by a major customer. The current year's quarter
was also affected by currency movements, so that reported sales
were 13% lower than a year ago.
Sales of the Other Products segment advanced 10% in the nine
months and 19% in the third quarter of 2000. Sales of MEGTEC
Systems advanced 6% for the nine months and 31% for the third
quarter. The increases were driven by continuing strength in the
global graphic arts market, with the third quarter also
benefitting from strong sales of emission control equipment.
Advances in both periods were tempered by the impact of the
weakening Euro on reported U.S. dollar results, which lowered
reported sales by $6.8 million in the nine months and $2.7
million in the third quarter. MEGTEC's backlog of orders for
fourth quarter shipment is strong. Sales of the can machinery
unit advanced 25% and 88% in the nine months and third quarter,
respectively. The increases reflect higher sales of can forming
equipment and specialty can systems, including sales added
through the second-quarter acquisition of Formatec. In both
periods sales of can decorating equipment declined, the result of
the continuing worldwide slump in demand. Sales of Casco
Products, the automotive products unit, advanced 13% in the nine
months, but declined 14% in the third quarter. The higher
results for the nine months reflect the inclusion of a German
automotive supplier acquired in mid-1999, tempered by the effect
<PAGE>
SALES (cont'd)
-----
of the weakening Euro on reported U.S. dollar results of the
German and Italian operations. The third quarter sales decline
primarily reflects the effect of the Euro on reported U.S. dollar
results of the European operations, as well as lower electronics
sales. Sales of the Men's Apparel unit were ahead 4% in the nine
months but down 11% in the third quarter. Sales for all of 2000
are expected to exceed 1999 at this unit.
OPERATING INCOME
----------------
Operating income of the Aerospace segment declined 2% for
the nine months, but was 3% higher for the third quarter. For
the nine months, improvements at units primarily serving the
repair aftermarket were more than offset by the combination of
four factors: a sharp decline at units primarily engaged in OEM
work; the unfavorable effect of the weakening Euro on reported
U.S. dollar results of European operations ($1.9 million); higher
component development costs ($1.9 million); and the absence of
profits from units transferred to the joint venture with Siemens
Westinghouse (approximately $0.5 million in 1999). Operating
income for the third quarter reflects improvement at units
primarily serving the repair aftermarket and the absence of
approximately $0.5 million of development and start-up costs in
the 1999 quarter that were related to a component manufacturing
unit. These factors were partially offset by the impact of the
weakening Euro on reported U.S. dollar results of European units
($0.9 million) and the absence of profits from units that are now
part of the Siemens Westinghouse joint venture ($0.4 million in
1999). More information on the component manufacturing unit and
the Siemens Westinghouse joint venture can be found in the Equity
in Loss of Unconsolidated Joint Ventures section of this MD&A.
Operating income in the Propulsion segment increased sharply
in both 2000 periods due to improvements in defense and
automotive products. The nine month advance reflects the
benefits of improved performance on two major programs and lower
bid and proposal costs in the defense sector, while the
automotive sector benefitted from the continuing success of
product cost reduction programs introduced in 1999. In the third
quarter the increase in defense reflects improved performance on
a major program tempered by higher bid and proposal costs, while
automotive continued to benefit from ongoing product cost
reductions programs.
Operating income in the Metal Coating segment increased 11%
in the nine months but declined 15% in the third quarter. The
increase for the nine months was driven by higher volume and the
benefits of continuing quality improvement programs, tempered by
recent sharply higher natural gas prices (approximately $1.3
million). The profit decline for the third quarter was primarily
<PAGE>
OPERATING INCOME (cont'd)
----------------
attributable to sharply higher natural gas prices, which had a
negative impact of approximately $0.9 million.
Operating income in the Specialty Chemicals segment declined
36% in the nine months and 11% in the third quarter. The nine-
month period was 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 were 15% lower for the nine months due to
the impact on margins and reported profits of the changes in the
value of the British pound. Operating income for the third
quarter reflects the lower level of TAED volume, but was more
significantly affected by the impact on margins and reported
profits of changes in the value of the British pound. These
factors were partially offset by ongoing savings from the early
retirement program and from other cost reduction efforts. The
average exchange rate of the British pound strengthened by 9%
against the Euro in the nine months and 7% in the third quarter;
the exchange rate of the British pound weakened against the U.S.
dollar by 5% in the nine months and 8% in the third quarter, with
all comparisons to year-earlier periods.
For the nine months, operating income in the Other Products
segment was on a par with the same period of 1999; third quarter
results were up 36%. For the nine months of both 2000 and 1999
MEGTEC Systems operated at breakeven. In the 2000 period, the
benefits of a 6% sales increase were offset by lower margins in
Europe. In the third quarter of 2000, MEGTEC Systems reported a
profit, achieving a $2.9 million favorable improvement over the
1999 quarter due to higher sales and improved margins. Fourth
quarter results are expected to benefit from a strong backlog of
orders to be shipped before year-end. The can machinery unit
reported lower results for the nine months and posted a small
loss for the third quarter. In both 2000 periods, the benefits
of higher sales were offset by the significant effect on margins
of an unfavorable sales mix shift and to a lesser extent by
higher costs related to a recently acquired unit. Profits at
Casco Products advanced in the nine months but declined in the
third quarter, primarily reflecting the change in sales in the
periods. Profits at the Men's Apparel unit registered small
declines in both periods, reflecting lower third quarter sales
and lower margins.
INTEREST EXPENSE
----------------
Interest expense increased $0.9 million in the 2000 nine-
month period and reflects an increase in average borrowings to
support working capital needs stemming from growth initiatives at
the Chromalloy Gas Turbine unit.
<PAGE>
INTEREST EXPENSE (cont'd)
----------------
Interest expense decreased $4.3 million in the third quarter
of 2000 and reflects the added interest costs in the 1999 period
that resulted from the issuance of $500 million of 9% Senior
Notes in July 1999. A portion of the proceeds of the Senior
Notes was invested in short-term interest bearing instruments
pending the fourth quarter 1999 retirement of $357.4 million of
principal amounts outstanding under public debt issues.
INTEREST INCOME
---------------
Interest income decreased $3.2 million in the 2000 nine-
month period and $2.7 million in the third quarter of 2000. The
decrease is primarily due to the absence of interest earned on
the temporary investment in 1999 of a portion of the proceeds of
the $500 million 9% Senior Notes.
EQUITY IN LOSS OF UNCONSOLIDATED JOINT VENTURES
-----------------------------------------------
Sequa has investments in numerous unconsolidated joint
ventures, which amounted to $66.6 million at September 30, 2000
and $42.4 million at December 31, 1999. The combination of
equity income and losses of these joint ventures resulted in net
losses of $1.6 million during the nine-month period of 2000, $2.0
million during the nine-month period of 1999, $0.1 million during
the third quarter of 2000 and $0.9 million during the third
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 a 50% equity investment in BAG SpA, an
Italian company which manufactures and markets hybrid inflators
for automotive airbags. The remaining 50% equity interest in BAG
SpA is owned by Breed Technologies, Inc. (Breed), whose Italian
subsidiary Breed Italian Holdings S.r.l. (BIH) is the venture's
only customer. 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
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
<PAGE>
EQUITY IN LOSS OF UNCONSOLIDATED JOINT VENTURES (cont'd)
-----------------------------------------------
additional information). At September 30, 2000, Sequa's
investment in BAG SpA totaled $16.2 million, reflecting nine-
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 $1.4 million
during the nine-month period of 2000, $1.6 million during the
nine-month period of 1999, $0.4 million during the third quarter
of 2000 and $0.6 million during the third quarter of 1999.
Chromalloy Gas Turbine continues to pursue joint venture
opportunities, and several were formed during the second and
third quarters 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. Sequa's equity share of the net losses
since the reduction of ownership total $0.8 million, of which
$0.5 million were incurred in the third quarter. At September
30, 2000, Sequa's investment in this operation, net of equity
losses, totaled $4.8 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 $0.5 million since inception and $0.4 million in the third
quarter of 2000. At September 30, 2000, Sequa's investment in
TACR totaled $14.3 million.
In June 2000, Chromalloy Gas Turbine purchased a 49%
ownership interest in an existing operation that operates 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
$0.1 million since inception and $0.1 million in the third
quarter of 2000. At September 30, 2000, Sequa's investment in
MJB totaled $4.5 million.
In August 2000, agreements were signed with Rolls-Royce plc
to form two 50/50 joint ventures. Turbine Surface Technologies
Ltd (TST) will provide advanced technology coatings for Rolls-
Royce turbine components and Turbine Repair Technologies Ltd
(TRT) will provide advanced aero engine component repair services
for certain Rolls-Royce engines. TST is scheduled to begin
<PAGE>
EQUITY IN LOSS OF UNCONSOLIDATED JOINT VENTURES (cont'd)
-----------------------------------------------
operations in 2001, and the investment in this joint venture is
nominal as of September 30, 2000. The formation of TRT was
completed at the end of September, with operations beginning in
October. At September 30, 2000, Sequa's investment in TRT
totaled $1.3 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 with Willis Lease Finance and overhauls and
tests certain jet engines. In November 2000, Willis Lease
Finance transferred its ownership interest in PGT to a unit of SR
Technics Group, the maintenance services subsidiary of SAir Group
(formerly SwissAir). Sequa's investment in these two Chromalloy
Gas Turbine partnerships was $15.2 million at September 30, 2000
and $13.4 million at December 31, 1999. Sequa's equity in these
ventures was a net loss was $0.3 million during the nine-month
period of 2000, net income of $0.4 million during the nine-month
period of 1999, net income of $0.1 million during the third
quarter of 2000 and net loss of $0.1 million during the third
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 September 30, 2000 and $9.5 million at December 31,
1999. Sequa's equity share of net income was $0.2 million in
both the nine-month and third quarter periods of 2000. Sequa's
equity share in net losses was $0.6 million during the nine-month
period of 1999 and $0.1 million during the third quarter of 1999.
OTHER, NET
----------
During the nine-month period of 2000, Other, net included
$5.5 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; charges of $0.8
million for the amortization of capitalized debt costs; $0.8
million of expense on the cash surrender value of corporate-owned
life insurance; and $0.5 million of organization costs related to
<PAGE>
OTHER, NET (cont'd)
----------
the formation of Chromalloy joint ventures. During the nine-
month period of 1999, Other, net included $2.0 million of
discount expense related to the sale of accounts receivable; $2.8
million of gains on the sale of excess real estate; $2.7 million
of income related to the demutualization of an issuer of
corporate-owned life insurance policies; $2.2 million of income
related to the adjustment of the gain on the sale of Sequa
Chemicals recorded upon final settlement with the purchaser; $1.6
million of income related to the collection of a note receivable
written off more than ten years ago; a $1.3 million gain on the
sale of marketable securities; and charges of $1.0 million for
the amortization of capitalized debt costs.
During the third quarter of 2000, Other, net included $2.0
million of discount expense related to the sale of accounts
receivable; $0.5 million of organization costs related to the
formation of Chromalloy joint ventures; $0.4 million of expense
on the cash surrender value of corporate-owned life insurance;
and $0.3 million of charges for the amortization of capitalized
debt costs. During the third quarter of 1999, Other, net
included $0.5 million of discount expense related to the sale of
accounts receivable; $2.7 million of income related to the
demutualization of an issuer of corporate-owned life insurance
policies; and charges of $0.4 million for the amortization of
capitalized debt costs.
INCOME TAX PROVISION
--------------------
At the end of each quarter, Sequa estimates the effective
tax rate expected to be applicable for the full fiscal year. The
effective tax rates for the nine-month periods of 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 nine-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 third quarters of
2000 and 1999 represent the difference between the year-to-date
tax provisions recorded as of September 30, 2000 and 1999 and the
amounts reported for the six-month 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
<PAGE>
RISK/CONCENTRATION OF BUSINESS (cont'd)
------------------------------
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
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 on February 26, 2000 and subsequently
amended on March 7, 2000, ARC and Breed have entered 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 the
Effective Date of the Third Amended Joint Plan of Reorganization
(The Plan), from the original May 1, 2000 date by the mutual
consent of the parties. On October 13, 2000 the Bankruptcy Court
approved the Second Amended Disclosure Statement in support of
The Plan of Breed Technologies. The hearing on The Plan is
scheduled for November 22, 2000. The Plan will result in the
secured creditors (the Banks) having received a transfer of the
ownership of the business of Breed, receiving 94% of the stock
with employees receiving a maximum of 6%.
On October 19, 2000 Breed filed a Complaint for Declaratory
Relief naming ARC as a defendant. The Complaint seeks a ruling
from the Bankruptcy Court regarding certain language of the
Agreed Order and Stipulation. The language in question is
whether or not the confirmation of The Plan will trigger a
"material adverse event" as set forth in the Amended Agreed
Order. On November 8, 2000 Breed filed a Motion for Summary
Judgment in this matter and on November 10, 2000 ARC filed a
Cross-Motion for Summary Judgment. ARC's Answer to the Complaint
is due on November 14 and responses to the Summary Judgment
Motions are due on November 15. A hearing on the Summary
Judgement Motions has been scheduled for November 22, 2000. The
outcome of this matter will determine ARC's obligations with
respect to supply of product to Breed in the event the long-term
supply contract is rejected as part of the confirmation of The
Plan.
Breed accounted for $59.0 million of ARC's sales during the
nine-month period of 2000, $62.0 million during the nine-month
period of 1999, $17.9 million during the third quarter of 2000
and $16.7 million during the third quarter of 1999.
<PAGE>
RISK/CONCENTRATION OF BUSINESS (cont'd)
------------------------------
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 $17.3 million of
ARC's sales during the nine-month period of 2000, $12.5 million
during the nine-month period of 1999, $5.5 million during the
third quarter of 2000 and $3.4 million during the third quarter
of 1999.
At September 30, 2000, ARC had pre-petition net accounts
receivable of $12.1 million due from Breed and $8.8 million of
accounts receivable due from BAG SpA. BAG SpA had trade accounts
receivable of $17.1 million due from BIH (a subsidiary of Breed
which is not part of the bankruptcy filing) and an additional
$1.1 million of non-trade receivables due from BIH. As of late
October 2000, BIH was substantially current in its payment of
receivables to BAG SpA. At September 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 still 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 $16.2 million investment in
BAG SpA and the $8.8 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.
<PAGE>
EURO CONVERSION (cont'd)
---------------
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 $13 million to $25 million. At September 30, 2000,
Sequa's Consolidated Balance Sheet includes accruals for
remediation costs of $21.9 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 nine months of
2000, actual expenditures for the remediation of previously
contaminated sites were $2.5 million.
<PAGE>
BACKLOG
-------
The businesses of Sequa for which backlogs are significant
are the Turbine Airfoils, Caval Tool, Turbocombuster Technology
and Castings units of the Aerospace segment; the solid and liquid
rocket motor operations of the Propulsion segment; and the can
machinery, MEGTEC and Men's Apparel units of the Other Products
segment. The aggregate dollar amount of backlog in these units
at September 30, 2000 was $289.2 million ($289.5 million at
December 31, 1999). A 51% backlog increase at the MEGTEC unit
was offset by reductions at the Aerospace and Propulsion segments
as well as the can machinery and Men's Apparel units. Sales of
the Men's Apparel unit are seasonal, with stronger sales in the
first six months of the year; accordingly, this unit's backlog is
normally higher at December 31 than at any other time of the
year.
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
Net cash provided by operating activities was $39.8 million
in the nine-month period of 2000, compared with $17.3 million
used for operating activities in the nine-month period of 1999.
The primary reasons for the $57.1 million increase in cash
provided by operating activities were: a lower level of working
capital requirements reflective of a timing-related increase in
accounts receivable that was less than the 1999 increase for the
same period; 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 $87.5 million in the nine-month period of 2000 from
$99.5 million in the nine-month period of 1999. The major
factors in the 2000 decrease were a $16.8 million decline in cash
used to purchase businesses and a $12.3 million decrease in
investments within the Aerospace segment (including a $3.6
million decrease in cash contributions to joint ventures), offset
by the absence of $15.0 million of proceeds from the sale of
marketable securities. Cash provided by financing activities in
the nine-month period of 2000 was $45.8 million compared with
$435.0 million in the nine-month period of 1999. The $389.2
million decrease reflects the July 1999 receipt of $487.7 million
of net proceeds from the issuance of $500 million of 9% Senior
Notes due 2009; the 1999 repurchase of $65.0 million principal
amount of outstanding debt (resulting in an extraordinary loss of
$1.5 million); and a $30.0 million increase in the level of
accounts receivable sold within the nine-month period of 2000
compared with the nine-month period of 1999.
Capital expenditures amounted to $73.4 million during the
nine-month period of 2000 and $70.3 million during the nine-month
period of 1999, with spending in the 2000 period concentrated in
the Aerospace and Propulsion segments. These funds were
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES (cont'd)
-------------------------------
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 $110 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 September 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 2001, 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, together with the $75 million of credit available at
November 9, 2000 under the revolving credit agreement, the $57.8
million of cash and cash equivalents on hand at September 30,
2000, and proceeds from asset divestitures 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 funds available under its
revolving credit agreement.
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
<PAGE>
OTHER INFORMATION (cont'd)
-----------------
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.
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
<PAGE>
ITEM 1. LEGAL PROCEEDINGS (cont'd)
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 Reports 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,
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 discreet 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.
<PAGE>
ITEM 1. LEGAL PROCEEDINGS (cont'd)
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 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.
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.
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
10.4 Supplemental Executive Retirement Plan II, As
Amended and Restated Effective January 1, 2000.
10.5 Supplemental Executive Retirement Plan III, As
Amended and Restated Effective January 1, 2000.
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 September 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)
November 14, 2000
