<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 JUNE 30, 1995
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OR
TRANSITION REPORT PURSUANT TO SECTION 13
[ ] OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
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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 August 1, 1995 15,367,383
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Page 1 of 9
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PART I. FINANCIAL INFORMATION
CARLISLE COMPANIES INCORPORATED AND SUBSIDIARIES
Condensed Statements of Consolidated Earnings
Three Months and Six Months ended June 30, 1995 and 1994
(Dollars in thousands except per share amounts)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
------------------ ----------------
JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1995 1994 1995 1994
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net Sales $ 200,802 $ 183,787 $ 388,774 $ 338,487
Cost and expenses:
Cost of goods sold 150,579 136,541 294,108 251,774
Selling and administrative 25,935 26,808 53,125 51,751
Research and development 2,792 3,066 5,641 6,006
------- ------- ------- -------
179,306 166,415 352,874 309,531
------- ------- ------- -------
Operating profit 21,496 17,372 35,900 28,956
Other income (deductions):
Investment income 647 790 1,538 1,528
Interest expense (1,517) (1,162) (2,948) (2,205)
Other, net (67) (297) 226 (405)
------- ------- ------- -------
(937) (669) (1,184) (1,082)
------- ------- ------- -------
Earnings before income taxes 20,559 16,703 34,716 27,874
Income taxes 8,143 6,598 13,739 11,011
------- ------- ------- -------
Net earnings $ 12,416 $ 10,105 $ 20,977 $ 16,863
------- ------- ------- -------
------- ------- ------- -------
Average common shares outstanding 15,634 15,513 15,627 15,509
------- ------- ------- -------
Net earnings per share: $ .79 $ .65 $ 1.34 $ 1.09
------- ------- ------- -------
------- ------- ------- -------
Dividends declared and
paid per share $ .20 $ .18 $ .40 $ .36
------- ------- ------- -------
------- ------- ------- -------
</TABLE>
See accompanying notes to interim financial statements.
Page 2 of 9
<PAGE>
CARLISLE COMPANIES INCORPORATED AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
June 30, 1995 and December 31, 1994
(Dollars in thousands except share amounts)
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
1995 1994
------ ------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 24,007 $ 70,972
Receivables, less allowances of $4,280 in 1995
and $3,835 in 1994 134,544 99,412
Inventories 97,667 74,937
Deferred income taxes 16,164 17,041
Prepaid expenses and other 13,268 10,881
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TOTAL CURRENT ASSETS 285,650 273,243
------- -------
PROPERTY, PLANT AND EQUIPMENT 367,941 341,945
Less accumulated depreciation 195,664 183,707
------- -------
NET PROPERTY, PLANT AND EQUIPMENT 172,277 158,238
------- -------
OTHER ASSETS
Patents and other intangibles 31,850 18,373
Investments and advances to affiliates 11,341 19,009
Receivables and other assets 12,429 10,951
Deferred income taxes 8,987 5,469
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TOTAL OTHER ASSETS 64,607 53,802
------- -------
$522,534 $485,283
------- -------
------- -------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 45,103 $ 34,123
Accrued expenses 81,235 74,451
------- -------
TOTAL CURRENT LIABILITIES 126,338 108,574
------- -------
LONG-TERM LIABILITIES
Long-term debt 70,114 67,498
Product warranties 59,865 57,981
Deferred compensation and other liabilities 6,102 3,380
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TOTAL LONG-TERM LIABILITIES 136,081 128,859
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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 9,070 7,958
Retained earnings 297,739 282,919
Cost of shares in treasury (1995 - 4,299,143
shares; 1994 - 4,252,782 shares) (66,359) (62,692)
------- -------
TOTAL STOCKHOLDERS' EQUITY 260,115 247,850
------- -------
$522,534 $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
Six Months ended June 30, 1995 and 1994
(Dollars in thousands)
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
OPERATING ACTIVITIES
Net earnings $20,977 $16,863
Reconciliation of net earnings to cash flows:
Depreciation 10,354 9,692
Amortization 1,544 1,318
Changes in assets and liabilities,
excluding effects of acquisitions:
Current and long-term receivables (28,224) (29,491)
Inventories (12,533) (4,135)
Accounts payable & accrued expenses 5,984 18,847
Prepaid, deferred & current income taxes 581 4,490
Long-term liabilities 2,302 712
Other 1,112 2,743
------ ------
2,097 21,039
------ ------
INVESTING ACTIVITIES
Capital expenditures (17,040) (15,403)
Acquisitions, net of cash (29,046) --
Other 8,375 2,608
------ ------
(37,711) (12,795)
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FINANCING ACTIVITIES
Reductions of long-term debt (50) (50)
Dividends (6,157) (5,497)
Purchases of treasury shares (5,144) (1,159)
------ ------
(11,351) (6,706)
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CHANGE IN CASH AND CASH EQUIVALENTS (46,965) 1,538
CASH AND CASH EQUIVALENTS
Beginning of period 70,972 51,802
------ ------
End of period $24,007 $53,340
------ ------
------ ------
</TABLE>
See accompanying notes to interim financial statements.
Page 4 of 9
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Six Months Ended June 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 June 30, 1995 and December 31, 1994, the results of its operations
for the three months and the six months ended June 30, 1995 and 1994, and
its cash flows for the six months ended June 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>
JUNE 30, DECEMBER 31,
1995 1994
------ ------
(000)'S
<S> <C> <C>
First-in, first-out (FIFO) costs:
Finished goods $ 59,822 $ 47,885
Work in process 9,599 9,192
Raw materials 43,207 30,622
------- -------
112,628 87,699
Excess of FIFO cost over Last-in,
First-out (LIFO) inventory value (14,961) (12,762)
------- -------
LIFO inventory value $ 97,667 $ 74,937
------- -------
------- -------
</TABLE>
(3) Net earnings per share of common stock are based on the weighted average
number of shares outstanding of 15,634,456 for the three months ended June
30, 1995 and 15,626,664 for the six months ended June 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 reported sales of $200.8 million and net
earnings of $12.4 million, or $0.79 a share, in the second quarter of 1995. The
sales, net earnings and earnings per share achieved in the second quarter of
1995 are the highest levels attained on a quarterly basis in the company's
history. Second quarter 1995 sales represent a 9% increase over sales of $183.8
in the second quarter of 1994. Net earnings improved 23% compared to 1994's
second quarter earnings of $10.1 million, or $0.65 a share. For the six months
ended June 30, 1995, sales totalled $388.8 million compared to $338.5 in 1994, a
15% increase. Net earnings on a year-to-date basis total $21.0 million, or
$1.34 a share, a 24% increase over 1994's earnings of $16.9 million, or $1.09 a
share. The record results to date were achieved through the combined strengths
of the company's growth strategies and its cost reduction programs.
Construction Materials segment sales increased 2% in the second quarter to $77.1
million from $75.4 million in 1994. On a year-to-date basis, sales have
increased to $142.1 million for the segment compared to $123.8 in 1994, a 15%
improvement. The relatively small increase in sales for the second quarter was
expected after mild winter weather conditions in the first quarter of 1995
resulted in an earlier seasonal demand for the company's roofing products.
Conversely, the second quarter of 1994 was particularly strong after the severe
winter weather conditions experienced in early 1994. Earnings for the segment
in the second quarter of 1995 were consistent with those achieved in the second
quarter of 1994, and are up 11% for the first six months of 1995 when compared
to 1994.
Transportation Products segment sales were $66.9 million in the second quarter
of 1995, a 26% increase over the second quarter of 1994. Segment earnings in
the quarter also improved 26% over 1994, despite the continued absorption of
costs associated with the ramp up of production at the company's new
refrigerated container manufacturing operation. For the first six months of
1995, segment sales totalled $123.8 million compared to $104.9 in 1994, an 18%
increase. Earnings on a year-to-date basis total $9.8 million, a 20% increase
over 1994's earnings of $8.1 million. In early June, the company completed the
acquisition of Trail King Industries, the leading manufacturer of specialized
lowbed trailers used in the transportation of construction equipment. Braking
systems operations had a strong second quarter, both domestically and in Europe,
continuing the momentum of the first quarter. Friction products sales also
continued to be strong to the truck and trailer original equipment market.
Increased capacity utilization and raw material and productivity cost reductions
continue to improve performance for both braking systems and friction products.
Additional facilities and equipment acquired during the year contributed to the
company's custom rubber and plastics operation sales increase of 15% over the
second quarter of 1994. However, costs associated with the movement of
equipment, sampling and launch of new products, and production training have
delayed incremental earnings improvement. The company's refrigerated container
leasing joint venture provided excellent earnings results for the second quarter
1995 and appears well positioned to capitalize on strong worldwide demand for
temperature sensitive cargo.
Page 6 of 9
<PAGE>
General Industry segment sales were 3% higher in the second quarter of 1995, and
12% higher than 1994 on a year-to-date basis. Second quarter sales were $56.8
million, bringing sales for the six-month period ended June 30, 1995 to $122.9
million. Segment earnings in the second quarter of 1995 improved over last year
by 38%, while earnings for the year have improved 33%. Specialty tires and
wheels operations increased sales by 2% in the quarter. A favorable sales mix
resulted in a 9% earnings increase. On a year-to-date basis, both sales and
earnings are up over 11% for these operations reflecting the continuation of
aggressive cost containment. Foodservice operations increased sales by 17% in
the quarter, and by 28% for the six months ended June 30, 1995, compared to
1994. Earnings improved 8% for the quarter and 22% year-to-date, held back
somewhat by erosion in margins at the Kenro operation due to productivity losses
from a non-recurring labor availability issue since resolved. Operations which
were part of the general industry segment and have been sold or disposed of
prior to the start of 1995, accounted for $5.0 million in sales in the first
half of 1994, and incurred losses of $1.2 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 June 30, 1995 totalled $159.3 million compared to
$175.3 million at March 31, 1995 and $157.8 million at June 30, 1994. Cash and
cash equivalents decreased $29.3 million from a year ago, due principally to
business and equipment acquisitions and other capital expenditures.
Long-term debt increased $2.7 million in the quarter, as the company assumed
certain portions of Trail King's long-term debt in completing its acquisition.
Debt, net of cash is $46.2 million at June 30, 1995, equal to 14% of Carlisle's
total long-term capital.
We are optimistic regarding the remainder of 1995. Carlisle expects to report
record earnings for 1995.
Page 7 of 9
<PAGE>
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The Company's 1995 Annual Meeting of Shareholders was held on April 20,
1995.
(b) At the 1995 Annual Meeting of Shareholders, the election of three (3)
directors were approved as follows:
For Against Withheld Nonvote
-------- ------- -------- -------
Donald G. Calder 23,773,190 - 106,180 -
Dennis J. Hall 23,780,257 - 99,113 -
Eriberto R. Scocimara 23,768,103 - 111,267 -
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 June 30, 1995 and for the six months
ended June 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 August 7, 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 six month
period ending June 30, 1995, and is qualified in its entirety by reference
to such Financial Statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 24,007
<SECURITIES> 0
<RECEIVABLES> 138,824
<ALLOWANCES> 4,280
<INVENTORY> 97,667
<CURRENT-ASSETS> 285,650
<PP&E> 367,941
<DEPRECIATION> 195,664
<TOTAL-ASSETS> 522,534
<CURRENT-LIABILITIES> 126,338
<BONDS> 70,114
<COMMON> 19,665
0
0
<OTHER-SE> 240,450
<TOTAL-LIABILITY-AND-EQUITY> 522,534
<SALES> 388,774
<TOTAL-REVENUES> 388,774
<CGS> 294,108
<TOTAL-COSTS> 352,874
<OTHER-EXPENSES> 226
<LOSS-PROVISION> 461
<INTEREST-EXPENSE> 1,410
<INCOME-PRETAX> 34,716
<INCOME-TAX> 13,739
<INCOME-CONTINUING> 20,977
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 20,977
<EPS-PRIMARY> 1.34
<EPS-DILUTED> 1.34
</TABLE>
