CHARLOTTE, N.C.--(BUSINESS WIRE)--
Carlisle Companies Incorporated (NYSE:CSL) reported net sales from
continuing operations of $984.6 million for the quarter ended June 30,
2015, a 15% increase from $859.5 million in the second quarter 2014. Net
sales from the acquisition of the Finishing Brands business, which
constitutes the Carlisle Fluid Technologies (CFT) segment, contributed
7.2% to net sales in the second quarter. Net sales from the acquisition
of LHi Technology (LHi), reported in the Carlisle Interconnect
Technologies (CIT) segment, contributed 3.2% to net sales. Organic net
sales (defined as net sales excluding sales from acquisitions within the
last twelve months, as well as the impact of changes in foreign exchange
rates versus the U.S. Dollar) growth was 6.2%. Fluctuations from foreign
exchange had a negative impact to net sales of 2.0%.
Income from continuing operations in the second quarter 2015 increased
25% to $94.8 million, compared with $75.7 million in the second quarter
2014, reflecting lower raw material costs, organic net sales volume
growth, and savings from the Carlisle Operating System. These positive
impacts were partially offset by lower selling price and acquisition
related costs. During the second quarter, the Company incurred $7.0
million, or $0.11 per diluted share, in after-tax acquisition related
costs ($10.7 million in pre-tax costs), associated with the acquisition
of Finishing Brands. On a per share basis, income from continuing
operations in the second quarter 2015 increased 24% to $1.43 per diluted
share, from $1.15 per diluted share in the prior year.
All financial and percentage comparisons in our second quarter reporting
are made to the same quarter of the previous year, unless otherwise
stated. On April 1, 2015, the Company completed the acquisition of the
Finishing Brands business. Beginning in the second quarter 2015, the
Company added a reportable segment, Carlisle Fluid Technologies, to
reflect the acquisition of Finishing Brands. This press release also
includes a comparison of second quarter 2015 and second quarter 2014
selected financial results on a pro-forma basis for Carlisle and the CFT
segment, which assumes the acquisition of Finishing Brands had occurred
on January 1, 2014. For selected pro-forma information and
reconciliation to the reported GAAP amounts, refer to the financial
exhibits.
Comment
David A. Roberts, Chairman and Chief Executive Officer, said, “We began
our second quarter with the acquisition of Finishing Brands on April 1,
which added a fifth segment, CFT, to our company portfolio. CFT, with
its exposure to the growing markets for automotive and industrial
finishing, is an exciting addition to Carlisle and we are already seeing
solid performance and potential.
“Operationally, we achieved organic sales growth of 6.2% in the second
quarter. EBIT (earnings before interest and taxes) increased 21% and
EBIT margin rose 80 basis points to 15.0%, driven primarily by
exceptional performance at Carlisle Construction Materials (CCM). On a
pro-forma basis, excluding CFT acquisition costs, EBIT margin in the
quarter was 16.1%, a 190 basis point improvement over the prior year.
“Net sales at CCM increased 7.8% in the second quarter, reflecting
continued healthy commercial roofing demand in both new construction and
reroofing. CCM’s EBIT grew an impressive 38% and its EBIT margin
expanded 430 basis points to 19.4%, reflecting lower raw material costs,
leverage on higher sales volume and the non-recurrence of plant startup
costs that are now behind us. We remain bullish on CCM’s 2015
performance.
“CIT’s performance was also a highlight for the second quarter. CIT’s
net sales grew 22%, reflecting 17% growth from the acquisition of LHi
and 5.4% organic sales growth. Demand for CIT’s aerospace applications
continued to be strong. CIT achieved a strong EBIT margin of 18.2% in
the quarter, despite the impact of lower contractual selling prices and
the dilutive effect of the LHi acquisition on EBIT margin. Sales from
the LHi acquisition, which significantly expanded our medical platform,
grew 9.1% from the first quarter to the second quarter of this year. We
continue to expect 2015 to be another record year for CIT.
“Net sales at CFT, in its initial quarter as part of Carlisle, were
$61.7 million. CFT reported a loss of $1.0 million before interest and
taxes due to $9.3 million in pre-tax acquisition related costs. CFT is a
truly global operation, spanning North and South America, Europe, Asia
and Australia. CFT adds a number of attractive and diverse end markets
to Carlisle’s portfolio, including automotive manufacturing, automotive
refinishing and other industrial finishing markets. While CFT is
experiencing foreign currency headwinds, as noted in the pro-forma
results, we remain very positive about the outlook for this segment and
expect it to contribute EBIT margin in the mid-teen percent range by the
end of 2015. Beyond 2015, margin expectations are even higher.
“Carlisle Brake & Friction’s (CBF) net sales declined 13% in the second
quarter due to a 6.9% decline in volume and a 6.0% negative impact from
foreign exchange movements. Demand in the agriculture and mining markets
declined significantly compared to last year. Demand in the construction
market, which had been improving, also declined in the second quarter
reflecting slower growth in China. CBF took cost reduction actions to
maintain an EBIT margin of 9.5% in the second quarter. However, due to
foreign currency and soft market conditions, we expect net sales, EBIT
and EBIT margin to be lower for the full-year 2015 as compared to 2014.
“Net sales at Carlisle FoodService Products (CFS) declined 3.3% in the
second quarter and EBIT declined 14%. CFS experienced lower equipment
sales in its healthcare markets as well as lower international sales.
CFS reported an EBIT margin of 11.6% despite the lower sales. Prior year
EBIT for CFS included a $1.1 million gain from the sale of property in
The Netherlands.”
Roberts concluded by stating, “We expect 2015 to be an excellent year
for Carlisle with the establishment of the CFT segment and record
results at CCM and CIT. We expect organic sales growth to be in the
mid-single digits, negatively impacted in part by lower sales at CBF. We
are planning for EBIT and EBIT margin improvement primarily from sales
growth leverage and continued favorable raw material conditions for CCM.
Capital expenditures will be between $80 million and $90 million in
2015. We remain very favorably positioned with our liquidity and strong
balance sheet to continue to pursue growth opportunities both
organically and through acquisitions, while returning value to
shareholders.”
Segment Results for Second Quarter 2015
Carlisle Construction Materials (CCM): Net sales in the second
quarter 2015 grew 7.8% to $577.6 million, reflecting organic sales
growth of 9.9% partially offset by a 2.1% negative impact due to the
stronger U.S. dollar versus the Euro and Canadian dollar. CCM’s EBIT
margin rose 430 basis points to 19.4%, primarily reflecting lower raw
material costs, higher sales volume, savings from the Carlisle Operating
System and the non-recurrence of plant startup expenses of $1.8 million
in the prior year. These positive impacts were partially offset by
unfavorable changes in mix and lower selling price.
Carlisle Interconnect Technologies (CIT): Net sales in the second
quarter 2015 grew 22% to $198.3 million, reflecting acquisition growth
of 17% and organic growth of 5.4%. Net sales in CIT’s aerospace market
were up 5%. Net sales to the military and test and measurement markets
were up 7% and 13%, respectively. Net sales to the industrial market
were down 15%. The acquisition of LHi contributed $27.7 million in net
sales and $2.3 million in EBIT. CIT’s EBIT margin declined 280 basis
points to 18.2%, primarily reflecting the impact of lower selling price
from contractual reductions and the dilutive impact of LHi on EBIT
margin. These negative impacts were partially offset by higher organic
sales volume and savings from the Carlisle Operating System.
Carlisle Fluid Technologies (CFT): Net sales in the second
quarter 2015 were $61.7 million. CFT’s reported loss of $1.0 million
before interest and taxes included $9.3 million in acquisition related
costs, consisting of $0.7 million in transaction related expenses and
$8.6 million of additional costs of goods sold related to the fair
valuation of acquired inventory. On a pro-forma basis, net sales in the
second quarter were 7.9% lower than pro-forma net sales in the prior
year, primarily due to the impact of foreign currency fluctuations. On a
pro-forma basis, CFT’s EBIT margin for the second quarter of 2015
increased 20 basis points to 13.5% from the prior period due primarily
to higher selling price.
Carlisle Brake & Friction (CBF): Net sales in the second
quarter of 2015 declined 13% to $85.0 million, comprised of 6.9% lower
organic sales and a 6.0% negative impact on net sales from foreign
exchange rate fluctuations. Net sales in each of the agriculture and
mining markets declined by 27%. Net sales into the construction market
declined by 12%. CBF’s EBIT margin during the second quarter decreased
160 basis points to 9.5%, primarily due to lower sales volume and
negative foreign exchange impact of $1.0 million from the stronger U.S.
Dollar. These negative impacts were significantly offset by savings from
cost reduction actions.
Carlisle FoodService Products (CFS): Net sales in the second
quarter 2015 decreased by 3.3% to $62.0 million. Net sales into the
healthcare market declined by 7% due to lower net sales of
rethermalization equipment. Net sales into the foodservice market
declined by 4%, primarily due to lower international sales. CFS’ net
sales into the U.S. foodservice market were relatively flat. Net sales
into the janitorial/sanitation market grew by 9%. CFS’ EBIT margin
during the second quarter 2015 declined 150 basis points to 11.6%,
primarily reflecting the non-recurrence of a $1.1 million gain in the
prior year from the sale of exited property. The negative impact from
lower net sales was offset by cost reduction efforts.
Corporate Expense
The $2.4 million increase in Corporate expense in the second quarter
2015 included $1.4 million in transaction costs connected with the
Finishing Brands acquisition and higher costs related to benefit
programs as well as management development and other programs.
Cash Flow
Cash flow provided from operations of $148.8 million for the six months
ended June 30, 2015 was $78.4 million higher than cash provided of $70.4
million for the prior year period primarily due to higher net earnings
in 2015 and lower tax payments in 2015 versus the prior period. For the
first six months of 2015, average working capital (defined as the
average of the quarter-end balances, excluding current year
acquisitions, of receivables, plus inventory less accounts payable) as a
percentage of annualized sales (defined as year-to-date net sales from
continuing operations, excluding current year acquisitions, calculated
on an annualized basis) increased to 18.7%, as compared to 18.0% for the
prior year.
Free cash flow (defined as cash provided by operating activities less
capital expenditures, and comprised of continuing and discontinued
operations), was $115.0 million for the first six months of 2015, an
increase of $108.5 million versus the prior year. The increase in free
cash flow was primarily attributable to increased cash provided from
operations and $30.1 million lower capital expenditures in the first six
months of 2015 versus the prior year.
Net cash used in investing activities of $611.5 million for the six
months ended June 30, 2015 included $577.8 million used for the
acquisition of Finishing Brands, net of cash acquired. The acquisition
is subject to a final working capital adjustment, estimated to be an
approximately $20.6 million payment to the seller to be paid in the
third quarter of 2015.
During the first six months of 2015, the Company repurchased 339,700
shares under our share repurchase program.
Conference Call and Webcast
The Company will discuss second quarter 2015 results on a conference
call at 8:00 a.m. ET today. The call may be accessed live by going to
the Investor Relations section of the Carlisle website (http://www.carlisle.com/investor-relations/events-and-webcasts/default.aspx),
or the taped call may be listened to shortly following the live call at
the same website location. A PowerPoint presentation will accompany the
call and can be found on the Carlisle website as well.
Forward-Looking Statements
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements generally use words such as “expect,” “foresee,”
“anticipate,” “believe,” “project,” “should,” “estimate,” “will,”
“plans,” “forecast,” and similar expressions, and reflect our
expectations concerning the future. It is possible that our
future performance may differ materially from current expectations
expressed in these forward-looking statements, due to a variety of
factors such as: increasing price and product/service competition by
foreign and domestic competitors, including new entrants; technological
developments and changes; the ability to continue to introduce
competitive new products and services on a timely, cost-effective basis;
our mix of products/services; increases in raw material costs which
cannot be recovered in product pricing; domestic and foreign
governmental and public policy changes including environmental and
industry regulations; threats associated with and efforts to combat
terrorism; protection and validity of patent and other intellectual
property rights; the successful integration and identification of our
strategic acquisitions; the cyclical nature of our businesses; and the
outcome of pending and future litigation and governmental proceedings.
In addition, such statements could be affected by general industry and
market conditions and growth rates, the condition of the financial and
credit markets, and general domestic and international economic
conditions including interest rate and currency exchange rate
fluctuations. Further, any conflict in the international arena
may adversely affect general market conditions and our future
performance. We refer you to the documents we file from time to
time with the Securities and Exchange Commission, such as our reports on
Form 10-K, Form 10-Q and Form 8-K, for a discussion of these and other
risks and uncertainties that could cause our actual results to differ
materially from our current expectations and from the forward-looking
statements contained in this press release. We undertake no
obligation to update any forward-looking statement.
About Carlisle Companies Incorporated
Carlisle Companies Incorporated is a global diversified company that
designs, manufactures and markets a wide range of products that serve a
broad range of niche markets including commercial roofing, energy,
agriculture, mining, construction, aerospace and defense electronics,
medical technology, foodservice, healthcare, sanitary maintenance,
transportation, general industrial, protective coating, wood, specialty
and auto refinishing. Through our group of decentralized operating
companies led by entrepreneurial management teams, we bring innovative
product solutions to solve the challenges facing our customers. Our
worldwide team of employees, who generated $3.2 billion in net sales in
2014, is focused on continuously improving the value of the Carlisle
brand by developing the best products, ensuring the highest quality and
providing unequaled customer service in the many industries we serve.
Learn more about Carlisle at www.carlisle.com.
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Carlisle Companies Incorporated
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Unaudited Condensed Consolidated Statements of Earnings
|
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|
|
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Three Months Ended June 30,
|
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Six Months Ended June 30,
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(in millions except share and per share amounts)
|
|
|
2015
|
|
2014
|
|
|
2015
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales
|
|
|
$
|
984.6
|
|
$
|
859.5
|
|
|
$
|
1,693.9
|
|
$
|
1,509.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold
|
|
|
|
699.2
|
|
|
634.9
|
|
|
|
1,235.5
|
|
|
1,123.3
|
Selling and administrative expenses
|
|
|
|
125.6
|
|
|
95.4
|
|
|
|
223.7
|
|
|
187.6
|
Research and development expenses
|
|
|
|
10.9
|
|
|
8.5
|
|
|
|
19.7
|
|
|
16.4
|
Other expense (income), net
|
|
|
|
0.9
|
|
|
(1.6)
|
|
|
|
0.6
|
|
|
(2.7)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings before interest and income taxes
|
|
|
|
148.0
|
|
|
122.3
|
|
|
|
214.4
|
|
|
185.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
|
8.5
|
|
|
8.0
|
|
|
|
16.9
|
|
|
16.0
|
Earnings before income taxes from continuing operations
|
|
|
|
139.5
|
|
|
114.3
|
|
|
|
197.5
|
|
|
169.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
|
44.7
|
|
|
38.6
|
|
|
|
63.2
|
|
|
57.2
|
Income from continuing operations
|
|
|
|
94.8
|
|
|
75.7
|
|
|
|
134.3
|
|
|
112.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discontinued operations
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|
|
|
|
|
|
|
|
|
|
|
|
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Income (loss) before income taxes
|
|
|
|
0.2
|
|
|
(0.1)
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|
|
|
-
|
|
|
(1.2)
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Income tax (benefit) expense
|
|
|
|
0.1
|
|
|
0.4
|
|
|
|
-
|
|
|
(0.1)
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Income (loss) from discontinued operations
|
|
|
|
0.1
|
|
|
(0.5)
|
|
|
|
-
|
|
|
(1.1)
|
Net income
|
|
|
$
|
94.9
|
|
$
|
75.2
|
|
|
$
|
134.3
|
|
$
|
111.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share attributable to common shares(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
$
|
1.45
|
|
$
|
1.17
|
|
|
$
|
2.05
|
|
$
|
1.73
|
Loss from discontinued operations
|
|
|
|
-
|
|
|
(0.01)
|
|
|
|
-
|
|
|
(0.01)
|
Basic Earnings per share
|
|
|
$
|
1.45
|
|
$
|
1.16
|
|
|
$
|
2.05
|
|
$
|
1.72
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings (loss) per share attributable to common shares(1)
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
$
|
1.43
|
|
$
|
1.15
|
|
|
$
|
2.02
|
|
$
|
1.70
|
Loss from discontinued operations
|
|
|
|
-
|
|
|
(0.01)
|
|
|
|
-
|
|
|
(0.01)
|
Diluted earnings per share
|
|
|
$
|
1.43
|
|
$
|
1.14
|
|
|
$
|
2.02
|
|
$
|
1.69
|
|
|
|
|
|
|
|
|
|
|
|
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Average shares outstanding - in thousands
|
|
|
|
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|
|
|
|
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Basic
|
|
|
|
65,010
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|
|
64,100
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|
|
|
64,943
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|
|
63,990
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Diluted
|
|
|
|
66,018
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|
|
65,441
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|
|
|
65,933
|
|
|
65,329
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared and paid
|
|
|
$
|
16.4
|
|
$
|
14.6
|
|
|
$
|
33.1
|
|
$
|
28.8
|
Dividends declared and paid per share
|
|
|
$
|
0.25
|
|
$
|
0.22
|
|
|
$
|
0.50
|
|
$
|
0.44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Numerator for basic and diluted EPS calculated based
on "two-class" method of computing earnings per share:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
|
$
|
94.3
|
|
$
|
74.9
|
|
|
$
|
133.2
|
|
$
|
111.1
|
Net income
|
|
|
$
|
94.4
|
|
$
|
74.4
|
|
|
$
|
133.2
|
|
$
|
110.0
|
|
|
Carlisle Companies Incorporated
|
Unaudited Segment Information
|
|
|
|
|
Three Months Ended
|
|
Increase
|
|
Six Months Ended
|
|
Increase
|
|
|
|
June 30,
|
|
(Decrease)
|
|
June 30,
|
|
(Decrease)
|
(in millions, except percentages)
|
|
|
2015
|
|
2014
|
|
Amount
|
|
Percent
|
|
2015
|
|
2014
|
|
Amount
|
|
Percent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carlisle Construction Materials
|
|
|
$
|
577.6
|
|
$
|
535.6
|
|
$
|
42.0
|
|
7.8
|
%
|
|
$
|
948.9
|
|
$
|
883.1
|
|
$
|
65.8
|
|
7.5
|
%
|
Carlisle Interconnect Technologies
|
|
|
|
198.3
|
|
|
162.2
|
|
|
36.1
|
|
22.3
|
|
|
|
392.7
|
|
|
313.1
|
|
|
79.6
|
|
25.4
|
|
Carlisle Fluid Technologies
|
|
|
|
61.7
|
|
|
-
|
|
|
61.7
|
|
-
|
|
|
|
61.7
|
|
|
-
|
|
|
61.7
|
|
-
|
|
Carlisle Brake & Friction
|
|
|
|
85.0
|
|
|
97.6
|
|
|
(12.6)
|
|
(12.9)
|
|
|
|
171.4
|
|
|
189.8
|
|
|
(18.4)
|
|
(9.7)
|
|
Carlisle FoodService Products
|
|
|
|
62.0
|
|
|
64.1
|
|
|
(2.1)
|
|
(3.3)
|
|
|
|
119.2
|
|
|
123.9
|
|
|
(4.7)
|
|
(3.8)
|
|
Total
|
|
|
$
|
984.6
|
|
$
|
859.5
|
|
$
|
125.1
|
|
14.6
|
%
|
|
$
|
1,693.9
|
|
$
|
1,509.9
|
|
$
|
184.0
|
|
12.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings Before Interest and Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carlisle Construction Materials
|
|
|
$
|
112.1
|
|
$
|
81.1
|
|
$
|
31.0
|
|
38.2
|
%
|
|
$
|
148.8
|
|
$
|
112.9
|
|
$
|
35.9
|
|
31.8
|
%
|
Carlisle Interconnect Technologies
|
|
|
|
36.1
|
|
|
34.1
|
|
|
2.0
|
|
5.9
|
|
|
|
70.6
|
|
|
64.8
|
|
|
5.8
|
|
9.0
|
|
Carlisle Fluid Technologies
|
|
|
|
(1.0)
|
|
|
-
|
|
|
(1.0)
|
|
-
|
|
|
|
(1.0)
|
|
|
-
|
|
|
(1.0)
|
|
-
|
|
Carlisle Brake & Friction
|
|
|
|
8.1
|
|
|
10.8
|
|
|
(2.7)
|
|
(25.0)
|
|
|
|
16.3
|
|
|
20.0
|
|
|
(3.7)
|
|
(18.5)
|
|
Carlisle FoodService Products
|
|
|
|
7.2
|
|
|
8.4
|
|
|
(1.2)
|
|
(14.3)
|
|
|
|
12.6
|
|
|
15.4
|
|
|
(2.8)
|
|
(18.2)
|
|
Corporate
|
|
|
|
(14.5)
|
|
|
(12.1)
|
|
|
(2.4)
|
|
(19.8)
|
|
|
|
(32.9)
|
|
|
(27.8)
|
|
|
(5.1)
|
|
(18.3)
|
|
Total
|
|
|
$
|
148.0
|
|
$
|
122.3
|
|
$
|
25.7
|
|
21.0
|
%
|
|
$
|
214.4
|
|
$
|
185.3
|
|
$
|
29.1
|
|
15.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT Margins
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carlisle Construction Materials
|
|
|
|
19.4
|
%
|
|
15.1
|
%
|
|
|
|
|
|
|
|
15.7
|
%
|
|
12.8
|
%
|
|
|
|
|
|
Carlisle Interconnect Technologies
|
|
|
|
18.2
|
|
|
21.0
|
|
|
|
|
|
|
|
|
18.0
|
|
|
20.7
|
|
|
|
|
|
|
Carlisle Fluid Technologies
|
|
|
|
(1.6)
|
|
|
-
|
|
|
|
|
|
|
|
|
(1.6)
|
|
|
-
|
|
|
|
|
|
|
Carlisle Brake & Friction
|
|
|
|
9.5
|
|
|
11.1
|
|
|
|
|
|
|
|
|
9.5
|
|
|
10.5
|
|
|
|
|
|
|
Carlisle FoodService Products
|
|
|
|
11.6
|
|
|
13.1
|
|
|
|
|
|
|
|
|
10.6
|
|
|
12.4
|
|
|
|
|
|
|
Corporate
|
|
|
|
(1.5)
|
|
|
(1.4)
|
|
|
|
|
|
|
|
|
(1.9)
|
|
|
(1.8)
|
|
|
|
|
|
|
Total
|
|
|
|
15.0
|
%
|
|
14.2
|
%
|
|
|
|
|
|
|
|
12.7
|
%
|
|
12.3
|
%
|
|
|
|
|
|
|
|
Carlisle Companies Incorporated
|
Unaudited Pro-Forma Segment Information1
|
|
|
|
|
|
Three Months Ended
|
|
|
Increase
|
|
|
|
Six Months Ended
|
|
Increase
|
|
|
|
|
|
June 30,
|
|
|
(Decrease)
|
|
|
|
June 30,
|
|
(Decrease)
|
|
|
|
|
|
2015
|
|
2014
|
|
Amount
|
|
Percent
|
|
|
|
2015
|
|
2014
|
|
Amount
|
|
Percent
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carlisle Construction Materials
|
|
|
$
|
577.6
|
|
$
|
535.6
|
|
$
|
42.0
|
|
7.8
|
%
|
|
$
|
948.9
|
|
$
|
883.1
|
|
$
|
65.8
|
|
|
7.5
|
%
|
Carlisle Interconnect Technologies
|
|
|
|
198.3
|
|
|
162.2
|
|
|
36.1
|
|
22.3
|
|
|
|
392.7
|
|
|
313.1
|
|
|
79.6
|
|
|
25.4
|
|
Carlisle Fluid Technologies
|
|
|
|
61.7
|
|
|
67.0
|
|
|
(5.3)
|
|
(7.9)
|
|
|
|
122.9
|
|
|
134.7
|
|
|
(11.8)
|
|
|
(8.8)
|
|
Carlisle Brake & Friction
|
|
|
|
85.0
|
|
|
97.6
|
|
|
(12.6)
|
|
(12.9)
|
|
|
|
171.4
|
|
|
189.8
|
|
|
(18.4)
|
|
|
(9.7)
|
|
Carlisle FoodService Products
|
|
|
|
62.0
|
|
|
64.1
|
|
|
(2.1)
|
|
(3.3)
|
|
|
|
119.2
|
|
|
123.9
|
|
|
(4.7)
|
|
|
(3.8)
|
|
Total
|
|
|
$
|
984.6
|
|
$
|
926.5
|
|
$
|
58.1
|
|
6.3
|
%
|
|
$
|
1,755.1
|
|
$
|
1,644.6
|
|
$
|
110.5
|
|
|
6.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings Before Interest and Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carlisle Construction Materials
|
|
|
$
|
112.1
|
|
$
|
81.1
|
|
$
|
31.0
|
|
38.2
|
%
|
|
$
|
148.8
|
|
$
|
112.9
|
|
$
|
35.9
|
|
|
31.8
|
%
|
Carlisle Interconnect Technologies
|
|
|
|
36.1
|
|
|
34.1
|
|
|
2.0
|
|
5.9
|
|
|
|
70.6
|
|
|
64.8
|
|
|
5.8
|
|
|
9.0
|
|
Carlisle Fluid Technologies
|
|
|
|
8.3
|
|
|
8.9
|
|
|
(0.6)
|
|
(6.7)
|
|
|
|
16.3
|
|
|
8.7
|
|
|
7.6
|
|
|
88.0
|
|
Carlisle Brake & Friction
|
|
|
|
8.1
|
|
|
10.8
|
|
|
(2.7)
|
|
(25.0)
|
|
|
|
16.3
|
|
|
20.0
|
|
|
(3.7)
|
|
|
(18.5)
|
|
Carlisle FoodService Products
|
|
|
|
7.2
|
|
|
8.4
|
|
|
(1.2)
|
|
(14.3)
|
|
|
|
12.6
|
|
|
15.4
|
|
|
(2.8)
|
|
|
(18.2)
|
|
Corporate
|
|
|
|
(13.1)
|
|
|
(12.1)
|
|
|
(1.0)
|
|
(8.3)
|
|
|
|
(31.6)
|
|
|
(29.2)
|
|
|
(2.4)
|
|
|
(8.2)
|
|
Total
|
|
|
$
|
158.7
|
|
$
|
131.2
|
|
$
|
27.5
|
|
21.0
|
%
|
|
$
|
233.0
|
|
$
|
192.6
|
|
$
|
40.4
|
|
|
21.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT Margins
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carlisle Construction Materials
|
|
|
|
19.4
|
%
|
|
15.1
|
%
|
|
|
|
|
|
|
|
15.7
|
%
|
|
12.8
|
%
|
|
|
|
|
|
|
Carlisle Interconnect Technologies
|
|
|
|
18.2
|
|
|
21.0
|
|
|
|
|
|
|
|
|
18.0
|
|
|
20.7
|
|
|
|
|
|
|
|
Carlisle Fluid Technologies
|
|
|
|
13.5
|
|
|
13.3
|
|
|
|
|
|
|
|
|
13.3
|
|
|
6.4
|
|
|
|
|
|
|
|
Carlisle Brake & Friction
|
|
|
|
9.5
|
|
|
11.1
|
|
|
|
|
|
|
|
|
9.5
|
|
|
10.5
|
|
|
|
|
|
|
|
Carlisle FoodService Products
|
|
|
|
11.6
|
|
|
13.1
|
|
|
|
|
|
|
|
|
10.6
|
|
|
12.4
|
|
|
|
|
|
|
|
Corporate
|
|
|
|
(1.3)
|
|
|
(1.3)
|
|
|
|
|
|
|
|
|
(1.8)
|
|
|
(1.8)
|
|
|
|
|
|
|
|
Total
|
|
|
|
16.1
|
%
|
|
14.2
|
%
|
|
|
|
|
|
|
|
13.3
|
%
|
|
11.7
|
%
|
|
|
|
|
|
|
|
1 See the last page of the financial exhibits for a
reconciliation of the pro-forma net sales and EBIT reported above.
|
Carlisle Companies Incorporated
|
Condensed Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
December 31,
|
(in millions except share and per share amounts)
|
|
|
2015
|
|
2014
|
|
|
|
(Unaudited)
|
|
|
|
Assets
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
$
|
229.2
|
|
$
|
730.8
|
Receivables, net of allowance of $5.9 in 2015 and $4.8 in 2014
|
|
|
|
636.5
|
|
|
439.2
|
Inventories
|
|
|
|
391.9
|
|
|
339.1
|
Deferred income taxes
|
|
|
|
35.4
|
|
|
35.4
|
Prepaid expenses and other current assets
|
|
|
|
46.4
|
|
|
67.0
|
Total current assets
|
|
|
|
1,339.4
|
|
|
1,611.5
|
|
|
|
|
|
|
|
|
Property, plant, and equipment, net of accumulated depreciation
|
|
|
|
583.4
|
|
|
547.3
|
|
|
|
|
|
|
|
|
Other assets:
|
|
|
|
|
|
|
|
Goodwill, net
|
|
|
|
1,139.7
|
|
|
964.5
|
Other intangible assets, net
|
|
|
|
924.5
|
|
|
611.7
|
Other long-term assets
|
|
|
|
26.4
|
|
|
23.7
|
Total other assets
|
|
|
|
2,090.6
|
|
|
1,599.9
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
|
$
|
4,013.4
|
|
$
|
3,758.7
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
Accounts payable
|
|
|
$
|
280.1
|
|
$
|
198.0
|
Accrued expenses
|
|
|
|
199.8
|
|
|
176.3
|
Deferred revenue
|
|
|
|
30.3
|
|
|
17.9
|
Total current liabilities
|
|
|
|
510.2
|
|
|
392.2
|
|
|
|
|
|
|
|
|
Long-term liabilities:
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
|
748.5
|
|
|
749.8
|
Deferred revenue
|
|
|
|
152.9
|
|
|
151.1
|
Other long-term liabilities
|
|
|
|
296.1
|
|
|
260.6
|
Total long-term liabilities
|
|
|
|
1,197.5
|
|
|
1,161.5
|
|
|
|
|
|
|
|
|
Shareholders' equity:
|
|
|
|
|
|
|
|
Preferred stock, $1 par value per share. Authorized and unissued
5,000,000 shares
|
|
|
|
-
|
|
|
-
|
Common stock, $1 par value per share. Authorized 100,000,000 shares;
|
|
|
|
|
|
|
|
78,661,248 shares issued; 65,042,563 outstanding in 2015 and
64,691,059
|
|
|
|
|
|
|
|
outstanding in 2014
|
|
|
|
78.7
|
|
|
78.7
|
Additional paid-in capital
|
|
|
|
278.1
|
|
|
247.8
|
Deferred Compensation - Equity
|
|
|
|
8.4
|
|
|
6.0
|
Cost of shares in treasury - 13,391,563 shares in 2015 and 13,723,201
|
|
|
|
|
|
|
|
shares in 2014
|
|
|
|
(226.2)
|
|
|
(200.1)
|
Accumulated other comprehensive loss
|
|
|
|
(68.9)
|
|
|
(61.8)
|
Retained earnings
|
|
|
|
2,235.6
|
|
|
2,134.4
|
Total shareholders' equity
|
|
|
|
2,305.7
|
|
|
2,205.0
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
$
|
4,013.4
|
|
$
|
3,758.7
|
|
|
Carlisle Companies Incorporated
|
Unaudited Condensed Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
Six Months Ended June 30,
|
(in millions)
|
|
|
2015
|
|
2014
|
|
|
|
|
|
|
|
|
Operating activities
|
|
|
|
|
|
|
|
Net income
|
|
|
$
|
134.3
|
|
$
|
111.0
|
Reconciliation of net income to cash flows provided by operating
activities:
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
36.0
|
|
|
31.4
|
Amortization
|
|
|
|
25.8
|
|
|
18.9
|
Non-cash compensation, net of tax benefit
|
|
|
|
(2.4)
|
|
|
7.4
|
(Gain) loss on sale of property and equipment, net
|
|
|
|
0.1
|
|
|
(1.9)
|
Deferred taxes
|
|
|
|
1.4
|
|
|
1.8
|
Foreign exchange loss
|
|
|
|
0.6
|
|
|
0.1
|
Changes in assets and liabilities, excluding effects of acquisitions
and divestitures:
|
|
|
|
|
|
|
Receivables
|
|
|
|
(141.7)
|
|
|
(135.2)
|
Inventories
|
|
|
|
(13.6)
|
|
|
(30.8)
|
Prepaid expenses and other assets
|
|
|
|
7.3
|
|
|
1.4
|
Accounts payable
|
|
|
|
41.4
|
|
|
69.2
|
Accrued expenses and deferred revenues
|
|
|
|
57.4
|
|
|
(13.3)
|
Long-term liabilities
|
|
|
|
2.6
|
|
|
9.0
|
Other operating activities
|
|
|
|
(0.4)
|
|
|
1.4
|
Net cash provided by operating activities
|
|
|
|
148.8
|
|
|
70.4
|
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
|
(33.8)
|
|
|
(63.9)
|
Acquisitions, net of cash
|
|
|
|
(577.8)
|
|
|
-
|
Proceeds from sale of property and equipment
|
|
|
|
0.1
|
|
|
3.7
|
Proceeds from sale of business
|
|
|
|
-
|
|
|
9.7
|
Net cash used in investing activities
|
|
|
|
(611.5)
|
|
|
(50.5)
|
|
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
|
|
|
Net change in short-term borrowings and revolving credit lines
|
|
|
|
(1.4)
|
|
|
-
|
Repayments of long-term debt
|
|
|
|
(1.5)
|
|
|
-
|
Dividends
|
|
|
|
(33.1)
|
|
|
(28.8)
|
Proceeds from issuance of treasury shares and stock options
|
|
|
|
31.3
|
|
|
11.6
|
Repurchase of common stock
|
|
|
|
(32.8)
|
|
|
-
|
Net cash used in financing activities
|
|
|
|
(37.5)
|
|
|
(17.2)
|
|
|
|
|
|
|
|
|
Effect of foreign currency exchange rate changes on cash and cash
equivalents
|
|
|
|
(1.4)
|
|
|
(0.2)
|
Change in cash and cash equivalents
|
|
|
|
(501.6)
|
|
|
2.5
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
Beginning of period
|
|
|
|
730.8
|
|
|
754.5
|
End of period
|
|
|
$
|
229.2
|
|
$
|
757.0
|
|
Carlisle Companies Incorporated
Unaudited Reconciliation of
Reported Amounts to Pro-Forma Amounts
The pro-forma net sales, EBIT, and EBIT margin of (1) Carlisle Companies
and Finishing Brands combined and (2) the CFT segment inclusive of
Finishing Brands are provided in this earnings release because
management of the Company believes that the pro-forma financial
information provides investors with additional information regarding
trends in the financial performance of the Finishing Brands business in
the periods presented in the earnings release, particularly those
related to changes in net sales attributable to foreign exchange
fluctuations and changes in prices, and its impact on the EBIT results
of the Company as well as the CFT segment.
The information provided in the Unaudited Pro-Forma Segment Information
reflects the net sales, EBIT, and EBIT margin of (1) Carlisle Companies
and Finishing Brands Combined and (2) the CFT Segment on a pro-forma
basis under the requirements of US GAAP in ASC 805. The Company will
also disclose the Company's and Finishing Brands' combined pro-forma
financial information in its US GAAP financial statement footnotes under
Item 1 of the second quarter 2015 Form 10Q.
The pro-forma financial information presented below, as required under
ASC 805, assumes the acquisition of Finishing Brands was consummated on
January 1, 2014 and therefore net sales and EBIT of Finishing Brands
have been combined with those of the Company in the periods prior to
April 1, 2015, the date of the acquisition, and have been adjusted under
the ASC 805 requirements.
Accordingly, certain non-recurring costs related to the valuation of
inventory at fair value and other costs associated with the acquisition,
primarily professional fees, have been removed from the results of the
second quarter of 2015 and included in those of the first six months of
2014. Also, the periods from January 1, 2014 to March 31, 2015 include
incremental amortization and depreciation related to the measurement of
intangible assets and property, plant and equipment at fair value. The
pro-forma financial information may not necessarily be indicative of
future results.
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
Carlisle Companies and Finishing Brands Combined Pro-forma Results
|
|
|
June 30,
|
|
June 30,
|
|
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
Reported Carlisle Companines Net Sales
|
|
|
$
|
984.6
|
|
|
$
|
859.5
|
|
|
$
|
1,693.9
|
|
|
$
|
1,509.9
|
|
Historical Net Sales of Finishing Brands not included in CSL
historical Net Sales
|
|
|
|
-
|
|
|
|
67.0
|
|
|
|
61.2
|
|
|
|
134.7
|
|
Carlisle Companies and Finishing Brands Combined Pro-forma Net
Sales
|
|
|
$
|
984.6
|
|
|
$
|
926.5
|
|
|
$
|
1,755.1
|
|
|
$
|
1,644.6
|
|
|
|
|
|
|
|
|
|
|
|
Reported Carlisle Companies EBIT
|
|
|
$
|
148.0
|
|
|
$
|
122.3
|
|
|
$
|
214.4
|
|
|
$
|
185.3
|
|
Historical EBIT of Finishing Brands not included in CSL historical
EBIT
|
|
|
|
-
|
|
|
|
13.1
|
|
|
|
10.0
|
|
|
|
26.4
|
|
Increase in amortization expense related to technology-based
intangibles
|
|
|
|
-
|
|
|
|
(1.3
|
)
|
|
|
(1.3
|
)
|
|
|
(2.6
|
)
|
Decrease in depreciation expense related to property, plant and
equipment
|
|
|
|
-
|
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
0.4
|
|
Increase in amortization expense related to customer-based
intangibles
|
|
|
|
-
|
|
|
|
(3.1
|
)
|
|
|
(3.1
|
)
|
|
|
(6.2
|
)
|
Decrease/(Increase) in product cost related acquired inventory
|
|
|
|
8.6
|
|
|
|
-
|
|
|
|
8.6
|
|
|
|
(8.6
|
)
|
Decrease/(Increase) in acquisition-related costs
|
|
|
|
2.1
|
|
|
|
-
|
|
|
|
4.2
|
|
|
|
(2.1
|
)
|
Carlisle Companies and Finishing Brands Combined Pro-forma EBIT
|
|
|
$
|
158.7
|
|
|
$
|
131.2
|
|
|
$
|
233.0
|
|
|
$
|
192.6
|
|
|
|
|
|
|
|
|
|
|
|
Reported Carlisle Companies EBIT Margin
|
|
|
|
15.0
|
%
|
|
|
14.2
|
%
|
|
|
12.7
|
%
|
|
|
12.3
|
%
|
Carlisle Companies and Finishing Brands Combined Pro-forma EBIT
Margin
|
|
|
|
16.1
|
%
|
|
|
14.2
|
%
|
|
|
13.3
|
%
|
|
|
11.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
CFT Segment Pro-forma Results
|
|
|
June 30,
|
|
June 30,
|
|
|
|
|
2015
|
|
|
|
2014
|
|
|
|
2015
|
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
Reported Segment Net Sales
|
|
|
$
|
61.7
|
|
|
$
|
-
|
|
|
$
|
61.7
|
|
|
$
|
-
|
|
Historical Net Sales of Finishing Brands not included in CSL
historical Net Sales
|
|
|
|
-
|
|
|
|
67.0
|
|
|
|
61.2
|
|
|
|
134.7
|
|
CFT Pro-forma Net Sales
|
|
|
$
|
61.7
|
|
|
$
|
67.0
|
|
|
$
|
122.9
|
|
|
$
|
134.7
|
|
|
|
|
|
|
|
|
|
|
|
Reported Segment EBIT
|
|
|
$
|
(1.0
|
)
|
|
$
|
-
|
|
|
$
|
(1.0
|
)
|
|
$
|
-
|
|
Historical EBIT of Finishing Brands not included in CSL historical
EBIT
|
|
|
|
-
|
|
|
|
13.1
|
|
|
|
10.0
|
|
|
|
26.4
|
|
Increase in amortization expense related to technology-based
intangibles
|
|
|
|
-
|
|
|
|
(1.3
|
)
|
|
|
(1.3
|
)
|
|
|
(2.6
|
)
|
Decrease in depreciation expense related to property, plant and
equipment
|
|
|
|
-
|
|
|
|
0.2
|
|
|
|
0.2
|
|
|
|
0.4
|
|
Increase in amortization expense related to customer-based
intangibles
|
|
|
|
-
|
|
|
|
(3.1
|
)
|
|
|
(3.1
|
)
|
|
|
(6.2
|
)
|
Decrease/(Increase) in product cost related acquired inventory
|
|
|
|
8.6
|
|
|
|
-
|
|
|
|
8.6
|
|
|
|
(8.6
|
)
|
Decrease/(Increase) in acquisition-related costs
|
|
|
|
0.7
|
|
|
|
-
|
|
|
|
2.9
|
|
|
|
(0.7
|
)
|
CFT Segment Pro-forma EBIT
|
|
|
$
|
8.3
|
|
|
$
|
8.9
|
|
|
$
|
16.3
|
|
|
$
|
8.7
|
|
|
|
|
|
|
|
|
|
|
|
Reported CFT Segment EBIT Margin
|
|
|
|
-1.6
|
%
|
|
|
-
|
|
|
|
-1.6
|
%
|
|
|
-
|
|
CFT Segment Pro-forma EBIT Margin
|
|
|
|
13.5
|
%
|
|
|
13.3
|
%
|
|
|
13.3
|
%
|
|
|
6.4
|
%
|
|
View source version on businesswire.com: http://www.businesswire.com/news/home/20150723005286/en/
Source: Carlisle Companies Incorporated