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, 1996
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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_____________________
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, 1996 15,126,818
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<PAGE>
PART I. FINANCIAL INFORMATION
-----------------------------
CARLISLE COMPANIES INCORPORATED AND SUBSIDIARIES
Condensed Statements of Consolidated Earnings
Three Months and Six Months ended June 30, 1996 and 1995
(Dollars in thousands except per share amounts)
<TABLE><CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
June 30, June 30, June 30, June 30,
1996 1995 1996 1995
------ ------ ------ ------
<S> <C> <C> <C> <C>
Net Sales $ 262,315 $ 200,802 $ 487,435 $ 388,774
Cost and expenses:
Cost of goods sold 197,831 150,579 370,581 294,108
Selling and administrative 32,233 25,935 62,927 53,125
Research and development 3,040 2,792 6,078 5,641
------- ------- ------- -------
233,104 179,306 439,586 352,874
------- ------- ------- -------
Operating profit 29,211 21,496 47,849 35,900
Other income (deductions):
Investment income 96 647 206 1,538
Interest expense ( 2,427) ( 1,517) ( 4,099) ( 2,948)
Other, net 350 ( 67) 912 226
------- ------- ------- -------
( 1,981) (937) ( 2,981) ( 1,184)
------- ------- ------- -------
Earnings before income taxes 27,230 20,559 44,868 34,716
Income taxes 10,789 8,143 17,788 13,739
------- ------- ------- -------
Net earnings $ 16,441 $ 12,416 $ 27,080 $ 20,977
======== ======= ======= =======
Average common shares outstanding 15,466 15,634 15,428 15,627
------- ------- ------- -------
Net earnings per share: $ 1.06 $ .79 $ 1.75 $ 1.34
======= ======= ======= =====
Dividends declared and
paid per share $ .22 $ .20 $ .44 $ .40
======= ======= ======= =======
</TABLE>
See accompanying notes to interim financial statements.
Page 2 of 9
<PAGE>
CARLISLE COMPANIES INCORPORATED AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
June 30, 1996 and December 31, 1995
(Dollars in thousands except share amounts)
June 30, December 31,
1996 1995
------ ------
ASSETS
Current assets
Cash and cash equivalents $ 1,648 $ 3,198
Receivables, less allowances of $4,024 in 1996
and $3,721 in 1995 160,978 126,610
Inventories 124,771 121,736
Deferred income taxes 17,797 18,127
Prepaid expenses and other 9,350 12,273
------- -------
Total current assets 314,544 281,944
------- -------
Property, plant and equipment 419,615 393,562
Less accumulated depreciation 208,233 200,428
------- -------
Net property, plant and equipment 211,382 193,134
------- -------
Other assets
Patents and other intangibles 52,042 37,080
Investments and advances to affiliates 11,187 11,223
Receivables and other assets 10,545 10,866
Deferred income taxes 10,767 8,176
------- -------
Total other assets 84,541 67,345
------- -------
$610,467 $542,423
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $ 35,000 $ ---
Accounts payable 52,226 45,194
Accrued expenses 92,075 83,041
------- -------
Total current liabilities 179,301 128,235
------- -------
Long-term liabilities
Long-term debt 76,320 72,725
Product warranties 68,552 65,851
Deferred compensation and other liabilities 1,051 2,355
------- -------
Total long-term liabilities 145,923 140,931
------- -------
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 9,969 9,316
Retained earnings 334,497 314,072
Cost of shares in treasury (1996 - 4,538,494
shares; 1995 - 4,291,507 shares) ( 78,888) ( 69,796)
-------- --------
Total stockholders' equity 285,243 273,257
-------- --------
$610,467 $542,423
======= =======
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, 1996 and 1995
(Dollars in thousands)
1996 1995
---- ----
Operating Activities
Net earnings $27,080 $20,977
Reconciliation of net earnings to cash flows:
Depreciation 12,646 10,354
Amortization 2,343 1,544
Changes in assets and liabilities,
excluding effects of acquisitions:
Current and long-term receivables (25,379) (28,224)
Inventories 2,955 (12,533)
Accounts payable & accrued expenses 10,608 5,984
Prepaid, deferred & current income taxes 12 581
Long-term liabilities 30 2,302
Other 1,591 1,112
------- ------
31,886 2,097
------- ------
Investing Activities
Capital expenditures (14,868) (17,040)
Acquisitions, net of cash (37,493) (29,046)
Sales of property, equipment & business 1,365 ---
Other ( 155) 8,375
-------- -------
(51,151) (37,711)
------- -------
Financing Activities
Proceeds from short-term borrowings 35,000 ---
Reductions of long-term debt ( 1,889) ( 50)
Dividends ( 6,655) ( 6,157)
Purchases of treasury shares ( 8,741) ( 5,144)
------- -------
17,715 (11,351)
------- -------
Change in cash and cash equivalents ( 1,550) ( 46,965)
Cash and cash equivalents
Beginning of period 3,198 70,972
------- ------
End of period $ 1,648 $24,007
====== ======
See accompanying notes to interim financial statements.
Page 4 of 9
<PAGE>
Notes to Condensed Consolidated Financial Statements
----------------------------------------------------
Six Months Ended June 30, 1996 and 1995
(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, 1996 and December 31, 1995, the results of its operations
for the three months and the six months ended June 30, 1996 and 1995, and
its cash flows for the six months ended June 30, 1996 and 1995.
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 1995 Annual Report to Stockholders.
(2) The components of inventories are as follows:
June 30, December 31,
1996 1995
------ ------
(000)'s
First-in, first-out (FIFO) costs:
Finished goods $ 71,775 $ 65,995
Work in process 14,829 15,016
Raw materials 54,256 56,810
------- -------
140,860 137,821
Excess of FIFO cost over Last-in,
First-out (LIFO) inventory value (16,089) (16,085)
------- -------
LIFO inventory value $124,771 $121,736
======= =======
(3) Net earnings per share of common stock are based on the weighted average
number of shares outstanding of 15,466,146 for the three months ended June
30, 1996 and 15,427,586 for the six months ended June 30, 1996, assuming
the exercise of dilutive stock options.
Page 5 of 9
<PAGE>
Management's Discussion and Analysis of
Financial Condition and Results of Operations
---------------------------------------------
We are pleased to report the sales, net earnings and earnings per share achieved
in the second quarter of 1996 are the best results in Carlisle's history. Second
quarter 1996 sales of $262.3 million represent a 31% increase over sales of
$200.8 million in the second quarter of 1995. Net earnings of $16.4 million, or
$1.06 a share, represent a 32% improvement over 1995's second quarter earnings
of $12.4 million, or $0.79 a share. For the six months ended June 30, 1996,
sales totaled $487.4 million compared to $388.8 million in 1995, a 25% increase.
Net earnings on a year-to-date basis were $27.1 million, or $1.75 a share, a 29%
increase over 1995's earnings of $21.0 million, or $1.34 a share. Continued
record performance from operations within the transportation products and
general industry segments, combined with a strong rebound from a soft, weather-
restricted first quarter by construction materials operations, accounted for the
record second quarter results.
Transportation Products segment sales increased 35% in the second quarter to
$90.1 million from $66.9 million in 1995. Segment earnings in the quarter
improved 50% over 1995. On a year-to-date basis, sales increased 40% over 1995,
to $173.6 million, and earnings improved 57%, to $15.4 million. Segment results
continue to benefit significantly from the specialized transportation trailer
operations acquired in 1995. For the six months ended June 30, 1996, 88% of the
segment's sales increase and 70% of the earnings improvement were attributable
to these acquisitions. The other operations in this segment experienced modest
revenue growth, but cost reduction programs resulted in additional earnings
improvement, as operating margins strengthened.
General Industry segment sales increased 52% in the second quarter of 1996 to
$86.3 million. Segment earnings increased to $12.4 million, a 48% improvement
over 1995. For the six months ended June 30, 1996, segment sales and earnings
improved 40% over 1995's results. The March 1996 acquisitions of Intero, Inc.
and Unique Wheel, Inc., manufacturers of steel and aluminum wheels, had a
positive effect on the second quarter results of specialty tires and wheels
operations. Foodservice operations increased year over year sales by 8% in the
second quarter, a solid recovery over a sluggish first quarter 1996.
Construction Materials segment sales increased 11% in the second quarter to
$85.9 million from $77.1 million in 1995. On a year-to-date basis, segment
sales were consistent with 1995, totaling $142.3 million. After removing the
results of the West Coast metal roofing operation, which was sold in early 1996,
segment sales have improved 4% over the first six months of 1995. Second
quarter earnings improved 24% over the 1995 quarterly results. For the first
six months of 1996, segment earnings are up 12% when compared to 1995. A
favorable product mix and controlled spending resulted in the favorable earnings
performance.
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.
Page 6 of 9
<PAGE>
Working Capital was $135.2 million at June 30, 1996, compared to $125.0 million
at March 31, 1996 and $159.3 million a year ago. Cash flows from operations in
the first six months of 1996 totaled $31.9 million, an increase of $29.8 million
over the first six months of 1995. Long-term debt stands at $76.3 million at
June 30, 1996, approximately 21% of total long-term capital. Order backlog
totaled $131.1 million at June 30, 1996, with increases over last year due
principally to acquisitions.
Carlisle's second quarter performance was boosted by a pick up in the shipment
of roofing systems following severe winter weather. In addition, the Company's
acquisition strategies continue to add to the record performances in the
transportation products and general industry segments. We remain optimistic and
expect to report record results for 1996.
Page 7 of 9
<PAGE>
PART II. OTHER INFORMATION
--------------------------
Item 4. Submission of Matters to a Vote of Security Holders.
(a) The Company's 1996 Annual Meeting of Shareholders was held on April 22,
1996.
(b) At the 1996 Annual Meeting of Shareholders, the election of three (3)
directors were approved as follows:
For Against Withheld Nonvote
------- ------- -------- -------
Henry J. Forrest 20,865,134 - 236,778 -
Peter L.A. Jamieson 20,883,042 - 218,870 -
Dr. Peter F. Krogh 20,871,470 - 230,442 -
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, 1996 and for the six months
ended June 30, 1996.
(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, 1996 By /s/ Dennis J. Hall
------------------------------- -----------------------------
Dennis J. Hall
President
Page 9 of 9
<TABLE> <S> <C>
<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, 1996, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 1,648
<SECURITIES> 0
<RECEIVABLES> 165,002
<ALLOWANCES> 4,024
<INVENTORY> 124,771
<CURRENT-ASSETS> 314,544
<PP&E> 419,615
<DEPRECIATION> 208,233
<TOTAL-ASSETS> 610,467
<CURRENT-LIABILITIES> 179,301
<BONDS> 76,320
0
0
<COMMON> 19,665
<OTHER-SE> 265,578
<TOTAL-LIABILITY-AND-EQUITY> 610,467
<SALES> 487,435
<TOTAL-REVENUES> 487,435
<CGS> 370,581
<TOTAL-COSTS> 439,586
<OTHER-EXPENSES> (912)
<LOSS-PROVISION> 488
<INTEREST-EXPENSE> 3,893
<INCOME-PRETAX> 44,868
<INCOME-TAX> 17,788
<INCOME-CONTINUING> 27,080
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 27,080
<EPS-PRIMARY> 1.75
<EPS-DILUTED> 1.75
</TABLE>
