<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 MARCH 31, 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
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CARLISLE COMPANIES INCORPORATED
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(Exact name of registrant as specified in its charter)
DELAWARE 31-1168055
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
250 SOUTH CLINTON STREET, SUITE 201, SYRACUSE, NEW YORK 13202
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(Address of principal executive offices) (Zip code)
315-474-2500
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(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 May 1, 1995 15,373,902
Page 1 of 9
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PART I. FINANCIAL INFORMATION
CARLISLE COMPANIES INCORPORATED AND SUBSIDIARIES
Condensed Consolidated Statement of Earnings
Three Months ended March 30, 1995 and 1994
(Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
1995 1994
--------- ---------
<S> <C> <C>
Net Sales $ 187,972 $ 154,700
Cost and expenses:
Cost of goods sold 143,529 115,233
Selling and administrative expenses 27,190 24,943
Research and development expenses 2,849 2,940
--------- ---------
173,568 143,116
--------- ---------
Operating profit 14,404 11,584
Other income (deductions):
Investment income 891 738
Interest expense (1,431) (1,043)
Other, net 293 (108)
--------- ---------
(247) (413)
Earnings before income taxes 14,157 11,171
Income taxes 5,596 4,413
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Net earnings $ 8,561 $ 6,758
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--------- ---------
Average common shares outstanding 15,619 15,505
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Net earnings per share: $ .55 $ .44
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Dividends declared and paid per share $ .20 $ .18
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</TABLE>
See accompanying notes to interim financial statements.
Page 2 of 9
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CARLISLE COMPANIES INCORPORATED AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
March 31, 1995 and December 31, 1994
(Dollars in thousands except share amounts)
<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31,
1995 1994
--------- ---------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 58,923 $ 70,972
Receivables, less allowances of $4,150 in 1995
and $3,835 in 1994 124,649 99,412
Inventories 78,533 74,937
Deferred income taxes 16,125 17,041
Prepaid expenses and other 11,978 10,881
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TOTAL CURRENT ASSETS 290,208 273,243
--------- ---------
PROPERTY, PLANT AND EQUIPMENT 347,629 341,945
Less accumulated depreciation 186,583 183,707
--------- ---------
NET PROPERTY, PLANT AND EQUIPMENT 161,046 158,238
--------- ---------
OTHER ASSETS
Patents and other intangibles 17,467 18,373
Investments and advances to affiliates 10,429 19,009
Receivables and other assets 9,921 10,951
Deferred income taxes 7,734 5,469
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TOTAL OTHER ASSETS 45,551 53,802
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$496,805 $485,283
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--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 38,026 $ 34,123
Accrued expenses 76,881 74,451
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TOTAL CURRENT LIABILITIES 114,907 108,574
--------- ---------
LONG-TERM LIABILITIES
Long-term debt 67,448 67,498
Product warranties 59,447 57,981
Deferred compensation and other liabilities 3,200 3,380
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TOTAL LONG-TERM LIABILITIES 130,095 128,859
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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 8,987 7,958
Retained earnings 288,399 282,919
Cost of shares in treasury (1995 - 4,291,507
shares; 1994 - 4,252,782 shares) (65,248) (62,692)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY 251,803 247,850
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$496,805 $485,283
--------- ---------
--------- ---------
</TABLE>
See accompanying notes to interim financial statements.
Page 3 of 9
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CARLISLE COMPANIES INCORPORATED AND SUBSIDIARIES
Condensed Statements of Consolidated Cash Flows
Three Months ended March 31, 1995 and 1994
(Dollars in thousands)
<TABLE>
<CAPTION>
1995 1994
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<S> <C> <C>
OPERATING ACTIVITIES
Net earnings $ 8,561 $ 6,758
Reconciliation of net earnings to cash flows:
Depreciation 5,283 4,456
Amortization 738 644
Changes in assets and liabilities, excluding
effects of acquisitions:
Current and long-term receivables (22,752) (16,246)
Inventories (3,174) (8,542)
Accounts payable and accrued expenses 2,702 2,311
Prepaid, deferred and current income taxes 3,648 2,613
Long-term liabilities 1,286 596
Other 884 636
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(2,824) (6,774)
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INVESTING ACTIVITIES
Capital expenditures (6,960) (6,137)
Acquisitions, net of cash (5,243) --
Other 8,966 761
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(3,237) (5,376)
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FINANCING ACTIVITIES
Reductions of long-term debt (50) (50)
Dividends (3,081) (2,748)
Purchases of treasury shares (2,857) --
-------- -------
(5,988) (2,798)
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CHANGE IN CASH AND CASH EQUIVALENTS (12,049) (14,948)
CASH AND CASH EQUIVALENTS
Beginning of period 70,972 51,802
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End of period $58,923 $36,854
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-------- -------
</TABLE>
See accompanying notes to interim financial statements.
Page 4 of 9
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Three Months Ended March 31, 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 March 31, 1995 and December 31, 1994, the results of its operations
for the three months ended March 31, 1995 and 1994, and its cash flows for
the three months ended March 31, 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:
3/31/95 (000'S) 12/31/94
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First-in, first-out (FIFO) costs:
Finished goods $49,448 $47,885
Work in process 8,954 9,192
Raw materials 33,715 30,622
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$92,117 $87,699
Excess of FIFO cost over Last-in,
First-out (LIFO) inventory value (13,584) (12,762)
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LIFO inventory value $78,533 $74,937
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------- -------
(3) Net earnings per share of common stock are based on the weighted average
number of shares outstanding of 15,618,872 for the three months ended March
31, 1995 assuming the exercise of dilutive stock options.
Page 5 of 9
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Carlisle Companies Incorporated achieved record first quarter performance,
continuing the momentum of 1994. Sales in the first quarter of 1995 were a
record $188.0 million, a 22% increase over 1994's sales of $154.7 million. Net
earnings in 1995 were a first quarter record of $8.6 million, or $0.55 a share,
compared to $6.8 million, or $0.44 a share, in the first three months of 1994.
Sales and earnings improved across all three of the company's operating
segments, with particularly strong first quarter performances from construction
materials and general industry operations. Consolidated gross margins as a
percentage of sales were adversely impacted by higher raw material costs,
operational start up costs and less favorable product mixes in the first quarter
of 1995 compared to the prior year. Selling and administrative expenses as a
percent of sales continued to move downward to 14.5%, a significant improvement
over first quarter 1994's ratio of 16.1%. Operating margins improved in all
three market segments.
Construction Materials segment sales in the first three months of 1995 totalled
$65.0 million, a 34% increase over 1994. Domestic roofing sales accounted for a
majority of the segment's sales increase in the first quarter of 1995.
Adhesives, coatings and product waterproofing sales to the construction market
also produced higher sales in the period. Mild winter weather conditions
resulted in higher demand for the company's roofing products, while marketing
programs proved successful in increasing overall market share in the quarter.
First quarter earnings from operations in the construction materials segment
increased 45% in 1995 compared to a year ago. The strong increase in sales
volume combined with lower expense levels in the quarter to achieve the earnings
improvement. The mix of products sold in the quarter contributed to a lower
gross margin ratio as a percentage of segment sales, but selling and
administrative expenses as a ratio to sales dropped significantly when compared
to the first quarter of 1994.
Transportation Products segment sales increased to $57.0 million in the first
quarter of 1995, a 10% increase over 1994's sales of $51.9 million. Segment
earnings in the quarter improved 14% over last year, despite the absorption of
increased costs associated with the ramp up of initial production by the
company's container manufacturing operation. The container operation recorded
sales of $2.2 million in its initial quarter of operation. Braking systems
operations had a strong first quarter, both domestically and in Europe, as new
products gained acceptance and new accounts were established. Margins improved
from increased production, lower costs and improved operating efficiencies.
Heavy duty friction sales continued to be strong to the truck and trailer
original equipment market, but margins tightened due to competitive pricing
pressures and a shift in product mix. Research and development expenses across
the friction and braking systems operations increased in the first quarter as a
number of new products were prepared for introduction to the marketplace. The
company's custom rubber and plastics operation also had a strong performance in
the first quarter of 1995, as earnings improvements outpaced a 7% increase in
sales over 1994. Productivity improvements, through increased automation and
more efficient processes, along with higher production levels, contributed to
better overall margin performance. Aircraft wire sales continued to trend
downward due to the continued softness in the aircraft industry.
Page 6 of 9
<PAGE>
General Industry segment sales were 21% higher in the first quarter of 1995
versus 1994. Sales totalled $66.0 million for the first three months of 1995
compared to $54.5 million in 1994. Specialty tires and wheels operations
increased sales by 20% in the quarter compared to 1994. The higher level of
sales was achieved from increased penetration into the original equipment lawn
and garden and golf car markets. However, due to continued raw material cost
increases and an unfavorable sales mix in the first three months of 1995,
specialty tires and wheels earnings increased only 13%. Capacity and inventory
were insufficient to permit full servicing of aftermarket opportunities. The
situation is being corrected. The operations continue to focus on minimizing
selling and administrative costs, as evidenced by the operation's achieving an
SG&A ratio of less than 7%. Foodservice plastics operations also recorded a
strong first quarter performance as sales increased $6.7 million in 1995, with
$2.9 million of the increase attributable to the acquisition of Sparta Brush
Company late in 1994. A stronger market for commercial and institutional
foodservice plastic products was present as 1995 began and it was supplemented
by attractive new products and a strong promotional program by foodservice
plastics operations. Earnings improved strongly as the productivity benefits
gained from recent capital spending projects were realized and the higher sales
levels were achieved with lower expense ratios. These factors more than offset
the rise in raw material costs. Operations which were part of the general
industry segment and have been sold or disposed of prior to the start of 1995,
accounted for $2.7 million in sales in the prior year's first quarter.
Working capital balances at March 31, 1995 totalled $175.3 million compared to
$164.7 million at December 31, 1994 and $148.6 million at March 31, 1994. The
$10.6 million increase in working capital in the first quarter of 1995 reflects
the record sales and earnings performance of the company's operations in the
first three months of 1995. Cash and equivalents increased to $58.9 million
from the year earlier level of $36.9 million. Accounts receivable and
inventories both increased at a lower rate than sales.
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.
Long-term debt was reduced slightly to $67.4 million at March 31, 1995 compared
to $67.5 million at December 31, 1994. Long-term debt balances at March 31,
1994 were $59.5 million. Debt, net of cash is $8.5 million at March 31, 1995,
equal to 3% of the company's total long-term capital. The company continues to
maintain a strong operating cash position with substantial borrowing capacity
and financial flexibility.
We are optimistic that the good performance recorded in the first quarter will
continue for the year. Even with the projected slowing of overall economic
growth we believe that our strong competitive position will allow us to maintain
our growth momentum domestically. This growth will be supplemented by increased
international activity.
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 March 31, 1995 and for the
three months ended March 31, 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 May 11, 1995 By /s/ Dennis J. Hall
------------------------------ ---------------------------
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 THREE MONTH
PERIOD ENDING MARCH 31, 1995, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 58,923
<SECURITIES> 0
<RECEIVABLES> 124,649
<ALLOWANCES> 4,150
<INVENTORY> 78,533
<CURRENT-ASSETS> 290,208
<PP&E> 347,629
<DEPRECIATION> 186,583
<TOTAL-ASSETS> 496,805
<CURRENT-LIABILITIES> 114,907
<BONDS> 67,448
<COMMON> 19,665
0
0
<OTHER-SE> 232,138
<TOTAL-LIABILITY-AND-EQUITY> 496,805
<SALES> 187,972
<TOTAL-REVENUES> 187,972
<CGS> 143,529
<TOTAL-COSTS> 173,568
<OTHER-EXPENSES> 293
<LOSS-PROVISION> 265
<INTEREST-EXPENSE> 540
<INCOME-PRETAX> 14,157
<INCOME-TAX> 5,596
<INCOME-CONTINUING> 8,561
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,561
<EPS-PRIMARY> .55
<EPS-DILUTED> .55
</TABLE>
