<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, 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
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Shares of common stock outstanding at May 1, 1996 15,126,018
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Page 1 of 9
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PART I. FINANCIAL INFORMATION
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<CAPTION>
CARLISLE COMPANIES INCORPORATED AND SUBSIDIARIES
Condensed Consolidated Statement of Earnings
Three Months ended March 31, 1996 and 1995
(Dollars in thousands except per share amounts)
1996 1995
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<S> <C> <C>
Net Sales $225,121 $187,972
Cost and expenses:
Cost of goods sold 172,750 143,529
Selling and administrative expenses 30,694 27,190
Research and development expenses 3,039 2,849
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206,483 173,568
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Operating profit 18,638 14,404
Other income (deductions):
Investment income 109 891
Interest expense ( 1,671) ( 1,431)
Other, net 562 293
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( 1,000) ( 247)
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Earnings before income taxes 17,638 14,157
Income taxes 6,999 5,596
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Net earnings $ 10,639 $ 8,561
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Average common shares outstanding 15,389 15,619
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Net earnings per share: $ 0.69 $ .55
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Dividends declared and paid per share $ .22 $ .20
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</TABLE>
See accompanying notes to interim financial statements.
Page 2 of 9
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<TABLE>
<CAPTION>
CARLISLE COMPANIES INCORPORATED AND SUBSIDIARIES
Condensed Consolidated Balance Sheets
March 31, 1996 and December 31, 1995
(Dollars in thousands except share amounts)
MARCH 31, DECEMBER 31,
1996 1995
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<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 4,486 $ 3,198
Receivables, less allowances of $4,040 in
1996 and $3,721 in 1995 145,511 126,610
Inventories 127,901 121,736
Deferred income taxes 17,767 18,127
Prepaid expenses and other 9,421 12,273
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TOTAL CURRENT ASSETS 305,086 281,944
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PROPERTY, PLANT AND EQUIPMENT 411,726 393,562
Less accumulated depreciation 203,327 200,428
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NET PROPERTY, PLANT AND EQUIPMENT 208,399 193,134
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OTHER ASSETS
Patents and other intangibles 53,296 37,080
Investments and advances to affiliates 10,894 11,223
Receivables and other assets 10,751 10,866
Deferred income taxes 9,471 8,176
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TOTAL OTHER ASSETS 84,412 67,345
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$ 597,897 $ 542,423
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LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term borrowings $ 48,814 $ --
Accounts payable 49,041 45,194
Accrued expenses 82,252 83,041
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TOTAL CURRENT LIABILITIES 180,107 128,235
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LONG-TERM LIABILITIES
Long-term debt 76,452 72,725
Product warranties 67,941 65,851
Deferred compensation and other liabilities 1,080 2,355
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TOTAL LONG-TERM LIABILITIES 145,473 140,931
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STOCKHOLDERS' EQUITY:
Common stock, $1 par value. Authorized
25,000,000 shares; issued 19,665,312 shares 19,665 19,665
Additional paid-in capital 10,032 9,316
Retained earnings 321,384 314,072
Cost of shares in treasury (1996 - 4,539,100
shares; 1995 - 4,291,507 shares) ( 78,764) ( 69,796)
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TOTAL STOCKHOLDERS' EQUITY 272,317 273,257
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$ 597,897 $ 542,423
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</TABLE>
See accompanying notes to interim financial statements.
Page 3 of 9
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<TABLE>
<CAPTION>
CARLISLE COMPANIES INCORPORATED AND SUBSIDIARIES
Condensed Statements of Consolidated Cash Flows
Three Months ended March 31, 1996 and 1995
(Dollars in thousands)
1996 1995
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<S> <C> <C>
OPERATING ACTIVITIES
Net earnings $10,639 $ 8,561
Reconciliation of net earnings to cash flows:
Depreciation 6,142 5,283
Amortization 1,036 738
Changes in assets and liabilities, excluding
effects of acquisitions:
Current and long-term receivables (10,136) (22,752)
Inventories ( 175) ( 3,174)
Accounts payable and accrued expenses ( 4,739) 2,702
Prepaid, deferred and current income taxes 3,511 3,648
Long-term liabilities ( 259) 1,286
Other 1,984 884
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8,003 ( 2,824)
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INVESTING ACTIVITIES
Capital expenditures ( 5,776) ( 6,960)
Acquisitions, net of cash (37,493) ( 5,243)
Sales of property, equipment & business 2,016 --
Other ( 355) 8,966
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(41,608) ( 3,237)
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FINANCING ACTIVITIES
Proceeds from short-term borrowings 48,814 --
Reductions of long-term debt ( 1,853) ( 50)
Dividends ( 3,327) ( 3,081)
Purchases of treasury shares ( 8,741) ( 2,857)
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34,893 ( 5,988)
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Change in cash and cash equivalents 1,288 (12,049)
CASH AND CASH EQUIVALENTS
Beginning of period 3,198 70,972
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End of period $ 4,486 $58,923
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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, 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 March 31, 1996 and December 31, 1995,
the results of its operations for the three months ended March 31, 1996
and 1995, and its cash flows for the three months ended March 31, 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:
<TABLE>
<CAPTION>
3/31/96 (000'S) 12/31/95
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<S> <C> <C>
First-in, first-out (FIFO) costs:
Finished goods $ 77,191 $ 65,995
Work in process 20,117 15,016
Raw materials 46,653 56,810
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$143,961 $137,821
Excess of FIFO cost over Last-in,
First-out (LIFO) inventory value 16,060 16,085
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LIFO inventory value $127,901 $121,736
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</TABLE>
(3) Net earnings per share of common stock are based on the weighted average
number of shares outstanding of 15,389,025 for the three months ended
March 31, 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
Carlisle Companies Incorporated reported first quarter sales of $225.1
million and net earnings of $10.6 million, or $0.69 a share. This record first
quarter sales performance marks the 13th consecutive quarter-over-quarter
improvement in revenue and the 17th consecutive quarter-over-quarter improvement
in net earnings. Record performance from operations within the Transportation
Products and General Industry segments, fueled by the Company's acquisition
strategies, accounted for the significant improvement.
Transportation Products segment sales increased to $83.5 million in the
first quarter of 1996, a 46% increase over 1995 sales of $57.0 million. Segment
earnings improved 66% over last year. Segment results benefitted significantly
from the inclusion of the specialized transportation trailer operations acquired
in mid and late 1995. Facility expansions and improvements continued in the
first quarter at these operations, in support of strategies to expand market
share through new product lines and broader market coverage. Braking systems
operations had a strong first quarter both domestically and in Europe. Heavy
duty friction products experienced reduced sales to original equipment
manufacturers, consistent with lower truck and trailer build levels in 1996.
Conversely, increased aftermarket demand has become apparent. The UAW strike at
General Motors limited first quarter sales and earnings at the Company's custom
rubber and plastics operations to levels comparable with 1995. Aircraft wire
sales improved with the overall improvement in the aircraft industry. Stable
raw material pricing and various process initiatives resulted in continued
progress at the Company's refrigerated container manufacturing operation. The
Company's refrigerated container leasing joint venture provided solid earnings
growth and is well positioned to capitalize on strong worldwide demand for
temperature sensitive cargo.
General Industry segment sales were 29% higher in the first quarter of
1996 versus 1995. Segment earnings improved 31% over last year. In March,
specialty tires and wheels operations acquired Intero, Inc. and Unique Wheel,
Inc., leading manufacturers of steel and aluminum wheels and rims sold to OEM
trailer customers and the automotive aftermarket. Subsequent to the
acquisitions, specialty tires and wheels operations changed its name to Carlisle
Tire & Wheel Company supporting the Company's expanding strategy to provide a
specialty tire and wheel assembly to key original equipment markets. Specialty
tire and wheel operations reported improved performance over 1995, including
better than expected results from its new acquisitions. In March, the Company's
foodservice operations changed its name from Continental/SiLite International to
Carlisle FoodService Products, Incorporated a simpler name that identifies the
markets it serves as well as enhances its identity and association with the
excellent name recognition and market awareness of Carlisle. FoodService
operations finished the first quarter strongly, led by a 14% sales improvement
at its Sparta Brush operation.
Restricted by severe winter weather, Construction Materials segment first
quarter sales and earnings were 13% and 11% lower, respectively, than
Page 6 of 9
<PAGE>
1995's record results. Indications of strengthening demand and improved spring
weather conditions are expected to result in a strong second quarter performance
and produce six-month results modestly improved over last year. In February,
the Company acquired the manufacturing assets and fleece-back sheeting
technology of Insulfoam, Inc. The Company will also benefit from the acquired
technology in producing a dust-free sheet of EPDM roofing membrane. In March,
the Company sold the assets of its West Coast engineered metal roofing operation
in an attempt to rationalize its product line and better focus its product and
marketing plans.
Working capital balances at March 31, 1996 totaled $125.0 million
compared to $153.7 million at December 31, 1995 and $175.3 million at March 31,
1995. Cash and cash equivalents decreased $54.4 million and short-term
borrowings increased $48.8 million from a year ago, due principally to $140.8
million of combined business and capital equipment acquisitions in the last
twelve months.
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 increased $3.7 million in the quarter, due principally to
future amounts payable as part of the acquisition of Insulfoam, Inc. Long-term
debt at March 31, 1996 is approximately 22% of Carlisle's total long-term
capital. In April, the Company secured an additional $100 million revolving
credit facility with a group of domestic and international banks, further
enhancing its financial flexibility.
The record first quarter results reflect the depth and breadth of
Carlisle, and the effect of our growth strategies. Acquisitions contributed
impressively to the record quarterly results. We are optimistic that the
favorable performance recorded in the first quarter will continue for the year.
Page 7 of 9
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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, 1996 and for
the three months ended March 31, 1996.
(b) Report on Form 8-K: No reports on Form 8-K were filed during
the quarter for which this report on Form 10Q 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 13, 1996 By /s/Dennis J. Hall
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Dennis J. Hall
President
Page 9 of 9
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-1-1996
<PERIOD-END> MAR-31-1996
<CASH> 4,486
<SECURITIES> 0
<RECEIVABLES> 149,551
<ALLOWANCES> 4,040
<INVENTORY> 127,901
<CURRENT-ASSETS> 305,086
<PP&E> 411,726
<DEPRECIATION> 203,327
<TOTAL-ASSETS> 597,987
<CURRENT-LIABILITIES> 180,107
<BONDS> 76,452
0
0
<COMMON> 19,665
<OTHER-SE> 252,652
<TOTAL-LIABILITY-AND-EQUITY> 597,897
<SALES> 225,121
<TOTAL-REVENUES> 225,121
<CGS> 172,750
<TOTAL-COSTS> 206,483
<OTHER-EXPENSES> (562)
<LOSS-PROVISION> 240
<INTEREST-EXPENSE> 1,562
<INCOME-PRETAX> 17,638
<INCOME-TAX> 6,999
<INCOME-CONTINUING> 10,639
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 10,639
<EPS-PRIMARY> .69
<EPS-DILUTED> .69
</TABLE>
