-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M6yA1AW+YWTc3j5RzkQvp+XxJOWys8nqeTVnaVdk8Jg+vrEk98hLsdmQBGt3xKUD QIm/NU50j2BDua+cojPzYw== 0000912057-95-009623.txt : 19951119 0000912057-95-009623.hdr.sgml : 19951119 ACCESSION NUMBER: 0000912057-95-009623 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951113 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CARLISLE COMPANIES INC CENTRAL INDEX KEY: 0000790051 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 311168055 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09278 FILM NUMBER: 95589394 BUSINESS ADDRESS: STREET 1: 250 S CLINTON ST STREET 2: STE 201 CITY: SYRACUSE STATE: NY ZIP: 13202 BUSINESS PHONE: 3154742500 10-Q 1 FORM 10-Q 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 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)
THREE MONTHS ENDED NINE MONTHS ENDED ------------------ ------------------- SEP. 30, SEP. 30, SEP. 30, SEP. 30, 1995 1994 1995 1994 -------- -------- -------- -------- 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 -------- -------- -------- -------- -------- -------- -------- --------
See accompanying notes to interim financial statements. Page 2 of 9 CARLISLE COMPANIES INCORPORATED AND SUBSIDIARIES Condensed Consolidated Balance Sheets September 30, 1995 and December 31, 1994 (Dollars in thousands except share amounts)
SEP. 30, DECEMBER 31, 1995 1994 -------- ------------ 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 -------- -------- -------- --------
See accompanying notes to interim financial statements. Page 3 of 9 CARLISLE COMPANIES INCORPORATED AND SUBSIDIARIES Condensed Statements of Consolidated Cash Flows Nine Months ended September 30, 1995 and 1994 (Dollars in thousands)
1995 1994 ------- -------- 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 -------- -------- -------- --------
See accompanying notes to interim financial statements. Page 4 of 9 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:
SEPT. 30, DECEMBER 31, 1995 1994 --------- ------------- (000)'s 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 -------- -------- -------- --------
(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 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 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 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 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 EX-27 2 EXHIBIT 27
5 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. 9-MOS DEC-31-1995 JAN-1-1995 SEP-30-1995 18,891 0 140,682 4,170 103,043 287,011 377,565 199,650 536,916 129,334 70,023 19,665 0 0 249,112 536,916 605,325 605,325 457,867 547,650 (285) 487 2,492 55,468 21,963 33,505 0 0 0 33,505 2.14 2.14
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