<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13
[X] OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1995
-----------------------------------
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 1-9278
-------------------------------------------
CARLISLE COMPANIES INCORPORATED
-------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 31-1168055
--------------------------------------------------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
250 South Clinton Street, Suite 201, Syracuse, New York 13202
- --------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
315-474-2500
----------------------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by check mark whether 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
---- ----
Shares of common stock outstanding at November 1, 1995 15,407,774
----------------
Page 1 of 9
<PAGE>
PART I. FINANCIAL INFORMATION
CARLISLE COMPANIES INCORPORATED AND SUBSIDIARIES
Condensed Statements of Consolidated Earnings
Three Months and Nine Months ended September 30, 1995 and 1994
(Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
------------------ -------------------
SEP. 30, SEP. 30, SEP. 30, SEP. 30,
1995 1994 1995 1994
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Net Sales $ 216,551 $ 184,131 $ 605,325 $ 522,618
Cost and expenses:
Cost of goods sold 163,759 136,341 457,867 388,115
Selling and administrative 27,840 26,669 80,965 78,420
Research and development 3,177 3,096 8,818 9,102
-------- -------- -------- --------
194,776 166,106 547,650 475,637
-------- -------- -------- --------
Operating profit 21,775 18,025 57,675 46,981
Other income (deductions):
Investment income 461 788 1,999 2,316
Interest expense (1,543) (1,173) (4,491) (3,378)
Other, net 59 (693) 285 (1,098)
-------- -------- -------- --------
(1,023) (1,078) (2,207) (2,160)
-------- -------- -------- --------
Earnings before income taxes 20,752 16,947 55,468 44,821
Income taxes 8,224 6,712 21,963 17,723
-------- -------- -------- --------
Net earnings $ 12,528 $ 10,235 $ 33,505 $ 27,098
-------- -------- -------- --------
-------- -------- -------- --------
Average common shares
outstanding 5,634 15,477 15,629 15,498
-------- -------- -------- --------
Net earnings per share: $ .80 $ .66 $ 2.14 $ 1.75
-------- -------- -------- --------
-------- -------- -------- --------
Dividends declared and
paid per share $ .22 $ .20 $ .62 $ .56
-------- -------- -------- --------
-------- -------- -------- --------
</TABLE>
See accompanying notes to interim financial statements.
Page 2 of 9
<PAGE>
CARLISLE COMPANIES INCORPORATED AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
September 30, 1995 and December 31, 1994
(Dollars in thousands except share amounts)
<TABLE>
<CAPTION>
SEP. 30, DECEMBER 31,
1995 1994
-------- ------------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 18,891 $ 70,972
Receivables, less allowances of $4,170 in 1995
and $3,835 in 1994 136,512 99,412
Inventories 103,043 74,937
Deferred income taxes 16,237 17,041
Prepaid expenses and other 12,328 10,881
-------- --------
TOTAL CURRENT ASSETS 287,011 273,243
-------- --------
PROPERTY, PLANT AND EQUIPMENT 377,565 341,945
Less accumulated depreciation 199,650 183,707
-------- --------
NET PROPERTY, PLANT AND EQUIPMENT 177,915 158,238
-------- --------
OTHER ASSETS
Patents and other intangibles 35,733 18,373
Investments and advances to affiliates 10,907 19,009
Receivables and other assets 14,422 10,951
Deferred income taxes 10,928 5,469
-------- --------
TOTAL OTHER ASSETS 71,990 53,802
-------- --------
$536,916 $485,283
-------- --------
-------- --------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 46,666 $ 34,123
Accrued expenses 82,668 74,451
-------- --------
Total current liabilities 129,334 108,574
-------- --------
LONG-TERM LIABILITIES
Long-term debt 70,023 67,498
Product warranties 63,822 57,981
Deferred compensation and other liabilities 4,960 3,380
-------- --------
TOTAL LONG-TERM LIABILITIES 138,805 128,859
-------- --------
STOCKHOLDERS' EQUITY:
Common stock, $1 par value. Authorized
25,000,000 shares; issued 19,665,312 shares 19,665 19,665
Additional paid-in capital 9,189 7,958
Retained earnings 306,886 282,919
Cost of shares in treasury (1995 - 4,309,238
shares; 1994 - 4,252,782 shares) (66,963) (62,692)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 268,777 247,850
-------- --------
$536,916 $485,283
-------- --------
-------- --------
</TABLE>
See accompanying notes to interim financial statements.
Page 3 of 9
<PAGE>
CARLISLE COMPANIES INCORPORATED AND SUBSIDIARIES
Condensed Statements of Consolidated Cash Flows
Nine Months ended September 30, 1995 and 1994
(Dollars in thousands)
<TABLE>
<CAPTION>
1995 1994
------- --------
<S> <C> <C>
OPERATING ACTIVITIES
Net earnings $33,505 $27,098
Reconciliation of net earnings to cash flows:
Depreciation 15,909 14,509
Amortization 2,482 1,955
Loss on sale of property, equipment & business 184 112
Changes in assets and liabilities, excluding
effects of acquisitions and sale of business:
Current & long-term receivables (26,841) (29,163)
Inventories (13,628) (3,704)
Accounts payable & accrued expenses 5,203 18,326
Prepaid, deferred & current income taxes 280 1,596
Long-term liabilities 5,118 4,425
Other 3,127 528
-------- --------
25,339 35,682
-------- --------
INVESTING ACTIVITIES
Capital expenditures (26,271) (24,156)
Acquisitions, net of cash (40,719) (7,045)
Sales of property and equipment 2,307 3,152
Other 2,812 1,046
-------- --------
(61,871) (27,003)
-------- --------
FINANCING ACTIVITIES
Proceeds of long-term debt -- 8,000
Reductions of long-term debt (140) (50)
Dividends (9,538) (8,551)
Purchases of treasury shares (5,871) (2,318)
-------- --------
(15,549) (2,919)
-------- --------
CHANGE IN CASH AND CASH EQUIVALENTS (52,081) 5,760
CASH AND CASH EQUIVALENTS
Beginning of period 70,972 51,802
-------- --------
End of period $18,891 $57,562
-------- --------
-------- --------
</TABLE>
See accompanying notes to interim financial statements.
Page 4 of 9
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Nine Months Ended September 30, 1995 and 1994
(1) The accompanying unaudited condensed consolidated financial
statements include the accounts of Carlisle Companies Incorporated
and its wholly-owned subsidiaries (together, the "Company").
Intercompany transactions and balances have been eliminated in
consolidation. The unaudited condensed consolidated financial
statements have been prepared in accordance with Article 10-01 of
Regulation S-X of the Securities and Exchange Commission and, as
such, do not include all information required by generally accepted
accounting principles. However, in the opinion of the Company,
these financial statements contain all adjustments, consisting of
only normal recurring adjustments, necessary to present fairly the
financial position as of September 30, 1995 and December 31, 1994,
the results of its operations for the three months and the nine
months ended September 30, 1995 and 1994, and its cash flows for
the nine months ended September 30, 1995 and 1994.
While the Company believes that the disclosures presented are
adequate to make the information not misleading, it is suggested
that these financial statements be read in conjunction with the
financial statements and notes included in the Company's 1994
Annual Report to Stockholders.
(2) The components of inventories are as follows:
<TABLE>
<CAPTION>
SEPT. 30, DECEMBER 31,
1995 1994
--------- -------------
(000)'s
<S> <C> <C>
First-in, first-out (FIFO) costs:
Finished goods $ 62,233 $ 47,885
Work in process 10,186 9,192
Raw materials 46,392 30,622
-------- --------
118,811 87,699
Excess of FIFO cost over Last-in,
First-out (LIFO) inventory value (15,768) (12,762)
-------- --------
LIFO inventory value $103,043 $ 74,937
-------- --------
-------- --------
</TABLE>
(3) Net earnings per share of common stock are based on the weighted
average number of shares outstanding of 15,634,331 for the three
months ended September 30, 1995 and 15,629,220 for the nine months
ended September 30, 1995, assuming the exercise of dilutive stock
options.
Page 5 of 9
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Carlisle Companies Incorporated's third quarter results established
records for sales and earnings in any quarter in the company's history.
Carlisle reported sales of $216.6 million and net earnings of $12.5
million, or $0.80 a share, in the third quarter of 1995. Third quarter
sales improved 18% over 1994's sales of $184.1 million, while net
earnings improved 22% over 1994's earnings of $10.2 million, or $0.66 a
share.
Record performance from operations within the Transportation Products
and General Industry segments and a level performance with a strong 1994
from Construction Materials operations accounted for the third quarter
results. Overall market demand combined with expanded product offerings
and the company's recent acquisitions resulted in Carlisle's improved
sales performance. Cost reduction programs and lower expense ratios in
1995 have also contributed to the improved earnings performance. For
the second consecutive quarter, the company's ratio of selling and
administrative expenses to sales was held below 13%.
For the nine months ended September 30, 1995, sales totalled $605.3
million, a 16% increase over 1994's sales of $522.6 million. Net
earnings through September 30, 1995 were $33.5 million, or $2.14 per
share, a 24% improvement over 1994's earnings of $27.1 million, or $1.75
a share.
Construction Materials segment sales were $88.9 million in the third
quarter of 1995, $0.5 million lower than 1994's third quarter. Year-to-
date sales of $230.9 million in 1995, compare to $213.1 million in 1994,
an increase of 8%. The non-residential roofing market was down slightly
in the third quarter from record 1994 levels and is anticipated to
continue near prior year activity for the remainder of 1995. Carlisle
has been able to maintain comparable profitability despite continued
pricing pressure through effective cost control and productivity
improvements. Quarterly earnings for the segment were even with the
third quarter of 1994, at $12.3 million. For the first nine months of
1995, earnings improved 6% over 1994, to $27.4 million.
Transportation Products segment sales rose to record levels in the third
quarter of 1995, totalling $74.9 million, a 57% increase over the third
quarter of 1994. For the nine months ended September 30, 1995, sales
were $198.7 million, a 30% increase over 1994's sales of $152.7 million.
Earnings from operations in this segment improved to $5.0 million for
the third quarter of 1995, and to $14.8 million year-to-date. These
increases are 72% for the quarter and 34% year-to-date over 1994. The
earnings improvement was achieved despite the continued absorption of
costs associated with the ramp up of production at the company's
refrigerated container manufacturing operation. The operation has
achieved its production quality goals, and is expected to add to
earnings in 1996. The company's refrigerated container leasing joint
venture continued to increase its market penetration and earnings.
The third quarter of 1995 included the results of Trail King Industries,
acquired in early June 1995. Trail King, the leading manufacturer of
specialized lowbed trailers used in the transportation of construction
equipment, was a contributor in its first full quarter within Carlisle.
In September, Trail King completed the
Page 6 of 9
<PAGE>
complementary acquisition of Ti-Brook, Inc., which designs, manufactures
and distributes a variety of specialized dump bodies and trailers used in
the transportation of coal, sludge, palletized loads, refuse and other
products.
Improved performance in both braking systems and friction products
operations resulted from continued increases in capacity utilization and
cost reductions. The softening of the automotive market and the
integration of acquisitions in 1995, adversely affected custom rubber
and plastics operations' third quarter results limiting year-to-date
earnings improvement to 11%, compared to 1994.
General Industry segment sales totalled $52.8 million in the third
quarter of 1995, and $175.7 million year-to-date. This compares to
$47.0 million in 1994's third quarter, and $156.8 million year-to-date,
both 12% increases. Segment earnings in the third quarter improved 55%,
to $7.0 million. On a year-to-date basis, earnings increased from $16.9
million in 1994 to $23.4 million in 1995, a 39% increase. Sales of
specialty tires and wheels increased 3% in the quarter, while earnings
improved 18%, principally due to a favorable sales mix. On a year-to-
date basis, sales are up 10% and earnings up 15% over 1994.
Foodservice operations benefitted from increased market penetration and
expanded product offerings to achieve record sales and earnings for the
third quarter of 1995. For the nine months ended September 30, 1995,
both sales and earnings are up 29% from 1994. Operations which were
part of the general industry segment and have been sold or closed prior
to the start of 1995, accounted for $6.5 million in sales in the first
nine months of 1994, and incurred losses of $1.9 million during that
period.
There are no trends, demands, commitments, events or uncertainties that
will result in or that are reasonably likely to result in the company's
liquidity increasing or decreasing in any material way nor are there any
known material trends, favorable or unfavorable in the company's capital
resources.
Working Capital balances at September 30, 1995 totalled $157.7 million
compared to $159.3 million at June 30, 1995 and $167.8 million at
September 30, 1994. Cash declined and inventories increased primarily
due to acquisitions. Additional inventory levels have been maintained
in the general industry segment operations for improved customer
service. Long-term debt was unchanged in the quarter, and debt, net of
cash is $51.1 million at September 30, 1995, equal to 15% of Carlisle's
total long-term capital. Order backlog was at an all time high at the
end of the third quarter.
On October 6, 1995, the company announced it completed the acquisition
of Walker Stainless Equipment Company, Inc. Walker Stainless is a
leading supplier of transportation trailers for liquid food products and
also designs and manufactures in-plant processing equipment for the
food, pharmaceutical and chemical industries.
Each of Carlisle's major businesses has excellent market share with
attractive growth opportunities, internationally and domestically.
Carlisle has the resources, the opportunities and the commitment to
continue its profitable growth. We are optimistic regarding the
remainder of 1995, and we do not foresee any unusual challenges that
would reduce optimism for the coming year.
Page 7 of 9
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits applicable to the filing of this report are as follows:
(27)Financial Data Schedule as of September 30, 1995 and for the nine
months ended September 30, 1995.
(b) Report on Form 8-K: No reports on Form 8-K were filed during the
quarter for which this report on Form 10-Q is filed.
Page 8 of 9
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Carlisle Companies Incorporated
Date November 8, 1995 By
---------------------------------- ----------------------------
Dennis J. Hall
President
Page 9 of 9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Financial Statements of Carlisle Companies Incorporated for the nine month
period ending September 30, 1995, and is qualified in its entirety by reference
to such Financial Statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-1-1995
<PERIOD-END> SEP-30-1995
<CASH> 18,891
<SECURITIES> 0
<RECEIVABLES> 140,682
<ALLOWANCES> 4,170
<INVENTORY> 103,043
<CURRENT-ASSETS> 287,011
<PP&E> 377,565
<DEPRECIATION> 199,650
<TOTAL-ASSETS> 536,916
<CURRENT-LIABILITIES> 129,334
<BONDS> 70,023
<COMMON> 19,665
0
0
<OTHER-SE> 249,112
<TOTAL-LIABILITY-AND-EQUITY> 536,916
<SALES> 605,325
<TOTAL-REVENUES> 605,325
<CGS> 457,867
<TOTAL-COSTS> 547,650
<OTHER-EXPENSES> (285)
<LOSS-PROVISION> 487
<INTEREST-EXPENSE> 2,492
<INCOME-PRETAX> 55,468
<INCOME-TAX> 21,963
<INCOME-CONTINUING> 33,505
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 33,505
<EPS-PRIMARY> 2.14
<EPS-DILUTED> 2.14
</TABLE>
