Carlisle Companies (CSL) 10-Q 2002 Q1 Quarterly report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

ý
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2002

OR

o
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 (State or other jurisdiction of incorporation or organization)	31-1168055 (I.R.S. Employer Identification No.)
13925 Ballantyne Corporate Place, Suite 400, Charlotte, NC 28277 (Address of principal executive office, including zip code)	704-501-1100 (Telephone Number)

        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 ý    No o

        Shares of common stock outstanding at May 1, 2002    30,362,498

Carlisle Companies Incorporated and Subsidiaries
Condensed Consolidated Statements of Earnings and Comprehensive Income
Three Months Ended March 31, 2002 and 2001
(dollars in thousands, except per share amounts)
(unaudited)

		Three Months Ended March 31,
		2002			2001
Net sales		$	455,101		$	463,158
Cost and expenses:
	Cost of goods sold		371,720			383,429
	Selling and administrative expenses		51,844			51,512
	Research and development expenses		5,160			4,004
	Restructuring charges		—			32,811
	Other (income) and expense, net		1,639			(842	)
Earnings before interest and income taxes			24,738			(7,756	)
	Interest expense, net		5,149			8,214
Earnings before income taxes			19,589			(15,970	)
Income taxes			6,758			(5,781	)
Net earnings		$	12,831		$	(10,189	)
Other comprehensive income (loss)
	Foreign currency translation		(1,373	)		(3,112	)
	Gain on hedging activities, net of tax of $132		251			—
Other comprehensive loss			(1,122	)		(3,112	)
Comprehensive income (loss)		$	11,709		$	(13,301	)
Average shares outstanding—basic			30,292			30,258
Basic earnings per share		$	0.42		$	(0.34	)
Average shares outstanding—diluted			30,434			30,258
Diluted earnings per share		$	0.42		$	(0.34	)
Dividends declared and paid per share		$	0.21		$	0.20

See accompanying notes to interim financial statements.

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Carlisle Companies Incorporated and Subsidiaries
Condensed Consolidated Balance Sheets
March 31, 2002 and December 31, 2001
(Dollars in thousands)

			March 31, 2002			Dec. 31, 2001
			(unaudited)
Assets
Current assets:
	Cash and cash equivalents		$	3,289		$	15,606
	Receivables, less allowances of $9,984 in 2002 and $9,330 in 2001			244,453			181,570
	Inventories			246,952			246,173
	Deferred income taxes			21,177			21,093
	Prepaid expenses and other current assets			52,894			88,830
		Total current assets		568,765			553,272
Property, plant and equipment, net				451,931			447,660
Other assets:
	Patents, goodwill and other intangible assets, net			340,831			336,814
	Investments and advances to affiliates			56,345			56,671
	Receivables and other assets			2,322			3,935
		Total other assets		399,498			397,420
			$	1,420,194		$	1,398,352
Liabilities and Shareholders' Equity Current liabilities:
	Short-term debt, including current maturities		$	28,748		$	17,688
	Accounts payable			141,484			137,098
	Deferred revenue			19,487			19,280
	Accrued expenses			99,837			100,078
		Total current liabilities		289,556			274,144
Long-term liabilities:
	Long-term debt			464,121			461,379
	Deferred revenue			68,270			67,477
	Other liabilities			50,680			55,068
		Total long-term liabilities		583,071			583,924
Commitments and contingencies Shareholders' equity:
	Preferred stock, $1 par value. Authorized and unissued 5,000,000 shares Common stock, $1 par value. Authorized 100,000,000 shares; 39,330,624 shares issued; 30,348,348 outstanding in 2002 and 30,263,084 outstanding in 2001			39,331			39,331
	Additional paid-in capital			18,465			17,575
	Accumulated other comprehensive loss			(11,031	)		(9,866	)
	Retained earnings			625,026			618,553
	Cost of shares in treasury—8,982,276 shares in 2002 and 9,067,540 shares in 2001			(124,224	)		(125,309	)
		Total shareholders' equity		547,567			540,284
			$	1,420,194		$	1,398,352

See accompanying notes to interim financial statements.

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Carlisle Companies Incorporated and Subsidiaries
Condensed Consolidated Statements of Cash Flows
Three Months ended March 31, 2002 and 2001
(Dollars in thousands)
(unaudited)

				March 31,
				2002			2001
Operating activities
	Net earnings			$	12,831		$	(10,189	)
	Reconciliation of net earnings to cash flows:
		Depreciation			14,986			14,276
		Amortization			420			3,820
		Restructuring charge			—			24,650
		Loss on sales of property and equipment			(27	)		—
		Changes in assets and liabilities, excluding effects of acquisitions and divestitures:
			Current and long-term receivables		(33,031	)		(37,870	)
			Inventories		2,374			9,732
			Accounts payable and accrued expenses		(9,825	)		16,456
			Prepaid, deferred and current income taxes		7,550			3,324
			Long-term liabilities		793			(1,525	)
			Other		(1,612	)		(3,733	)
		Net cash (used in) provided by operating activities			(5,541	)		18,941
Investing activities
	Capital expenditures				(10,757	)		(21,015	)
	Acquisitions, net of cash				(1,026	)		(37,935	)
	Proceeds from sale of property, equipment and business				47			6,374
	Other				(1,093	)		(3,219	)
		Net cash used in investing activities			(12,829	)		(55,795	)
Financing activities
	Net change in short-term borrowings and revolving credit lines				10,848			44,962
	Reductions of long-term debt				(412	)		(1,024	)
	Dividends				(6,358	)		(6,047	)
	Treasury shares and stock options, net				1,975			(677	)
		Net cash provided by financing activities			6,053			37,214
Change in cash and cash equivalents					(12,317	)		360
Cash and cash equivalents
	Beginning of period				15,606			8,967
	End of period			$	3,289		$	9,327

See accompanying notes to interim financial statements.

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Notes to Condensed Consolidated Financial Statements
Three Months Ended March 31, 2002 and 2001

(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 statements for the interim period presented herein. Results of operations for the three months ended March 31, 2002 are not necessarily indicative of the operating results for the full year.

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 2001 Annual Report to Shareholders and 2001 Form 10-K.

Certain reclassifications have been made to prior year's information to conform to the current year's presentation.

(2)

Beginning January 1, 2002, the Company adopted Statement of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible Assets". Under the provisions of this pronouncement, the Company is no longer amortizing goodwill or other intangible assets with indefinite lives, but such assets will be subject to periodic testing of impairment. The initial impairment test of these assets will be completed by June 30, 2002 in accordance with the pronouncement. Adjusting the operating results for the three months ended March 31, 2001 would have resulted in an adjusted net loss of $8.1 million or $0.27 per diluted share. A reconciliation of net earnings to adjusted net earnings and per share impacts is as follows:

		Three months ended
		March 31, 2002		March 31, 2001
		(In thousands except per share amounts)
Reported net earnings (loss)		$	12,831	$	(10,189	)
	Goodwill amortization, net of tax		—		2,091
Adjusted net earnings (loss)		$	12,831	$	(8,098	)
Basic earnings per share
	Reported net earnings (loss)	$	0.42	$	(0.34	)
	Goodwill amortization		—		0.07
	Adjusted net earnings (loss)	$	0.42	$	(0.27	)
Diluted earnings per share
	Reported net earnings (loss)	$	0.42	$	(0.34	)
	Goodwill amortization		—		0.07
	Adjusted net earnings (loss)	$	0.42	$	(0.27	)

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(3)

The components of inventories are as follows:

		March 31, 2002			Dec. 31, 2001
		(In thousands)
First-in, first-out (FIFO) costs:
	Finished goods	$	160,703		$	161,719
	Work in process		26,577			24,909
	Raw materials		75,378			75,376
			262,658			262,004
Excess FIFO cost over LIFO value			(15,706	)		(15,831	)
		$	246,952		$	246,173

(4)

On February 25, 2002, the Company purchased the remaining interest in an unconsolidated investment. Results of operations for this acquisition, which have been included in the consolidated financial statements since the acquisition date, did not have a material effect on consolidated results of the Company. The Company has initially considered the carrying value of the acquired net assets to approximate their fair value, with the $4 million excess of the acquisition costs being attributable to goodwill. The Company is in process of fully evaluating the assets acquired and, as a result, the purchase price allocation among the tangible and intangible assets acquired and their useful lives may change.

(5)

In the first quarter of 2001, the Company recorded a restructuring charge of $32.8 million ($20.9 million after-tax or $0.69 per share diluted). This charge is primarily composed of costs to exit and realign under-performing facilities in the Automotive Components and Specialty Products segments. Included in this total are facility closure costs and write-downs of property, plant and equipment, and goodwill of $24.6 million and severance and other costs of $8.2 million. For facilities to be closed, the tangible assets to be disposed of were written down to their estimated fair value, less cost of disposal. All intangible assets associated with the facility closures were evaluated and the carrying value of these assets, based upon expected future operating cash flows, was adjusted if necessary. The restructuring initiative provides for a reduction of approximately 980 employees related to position eliminations from the facility closures and the realignment of operations. As of March 31, 2002, the Company has terminated approximately 900 employees and paid approximately $5.8 million for involuntary termination benefits. These payments have been charged against the restructuring liability established in the first quarter of 2001.

(6)

Effective January 1, 2002, the Company adopted SFAS No. 144 "Accounting for the Impairment or Disposal of Long-Lived Assets." The adoption did not have a material impact on its statements of earnings and financial position.

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(7)

Financial information for operations by reportable business segment is included in the following summary:

March 2002—YTD
Segment Information Table

	Sales		EBIT			Assets
	(In thousands)
Construction materials	$	84,941	$	7,792		$	239,865
Industrial components		158,463		16,758			508,422
Specialty products		25,943		(117	)		77,658
Automotive components		62,796		4,137			129,461
Transportation products		27,560		239			72,712
General Industry (All other)		95,398		849			342,638
Corporate		—		(4,920	)		49,438
	$	455,101	$	24,738		$	1,420,194

March 2001—YTD
Segment Information Table

	Sales		EBIT			Assets
	(In thousands)
Construction materials	$	91,818	$	8,939		$	273,606
Industrial components		138,299		16,672			388,084
Specialty products		30,133		477			74,997
Automotive components		68,843		2,497			123,648
Transportation products		29,403		5			81,047
General Industry (All other)		104,662		557			381,797
Corporate*		—		(36,903	)		45,696
	$	463,158	$	(7,756	)	$	1,368,875

*

Previously reported first quarter 2001 results of operations included a $37.7 million charge, which has been revised to $32.8 to reflect a reclassification of $4.9 million of inventory write-downs to cost of sales. This reclassification had no effect on net income. See Note 5 in the Notes to Condensed Consolidated Financial Statements.

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Management's Discussion and Analysis of
Financial Condition and Results of Operations

        The Company reported first quarter sales of $455.1 million, down 2% from $463.2 million in 2001. Net earnings were $12.8 million or $0.42 per share (diluted), compared to the first quarter 2001 net loss of $10.2 million or $0.34 per share (diluted). The first quarter 2001 net loss included a $20.9 million after-tax restructuring charge. After factoring out the effect of the restructuring charge, net earnings from operations were $10.7 million or $0.35 per share (diluted) in the first quarter 2001.

        In accordance with SFAS 142, goodwill and indefinite-lived intangible assets are no longer amortized but will be assessed for impairment on at least an annual basis. The initial impairment test of these assets will be completed by June 30, 2002. This change resulted in a $2.1 million or $0.07 per share positive impact to the first quarter 2002 net earnings as compared to the same period in 2001. The impact on Earnings Before Interest and Taxes (EBIT) by segment is as follows: Construction Materials, $0.2 million; Industrial Components, $0.7 million; Specialty Products, $0.1 million; Automotive Components, $0.5 million; Transportation Products, $0.4 million; General Industry, $2.1 million; and Corporate, $(0.7) million.

        Acquisitions completed in the last twelve months contributed $38.6 million of sales growth and $2.9 million of operating earnings to the first quarter 2002 results.

Construction Materials

        Construction Materials sales of $84.9 million decreased 8% from $91.8 million realized in the first quarter 2001. Sales of thermoplastic polyolefin (TPO) roofing membrane and accessories, residential, and specialty products showed improvement to last year, but did not offset lower sales of EPDM rubber membrane and accessories, caused in part by a nationwide reduction in commercial construction, and lower sales of insulation products. First quarter segment earnings of $7.8 million were 13% below the $8.9 million earned in 2001 due to the decline in sales volume and lower earnings at a joint venture in Europe.

Industrial Components

        Industrial Components sales of $158.5 million increased 15% from the first quarter 2001 sales of $138.3 million primarily as the result of the August 2001 acquisition of Dayco Industrial Power Transmission, renamed Carlisle Power Transmission. The depressed lawn and garden market conditions experienced in 2001 continued into the first quarter of 2002 and adversely affected Carlisle Tire & Wheel Company as customers remained reluctant to build inventories in advance of consumer demand. Segment earnings of $16.8 million in the first quarter were slightly above the $16.7 million realized in the first quarter 2001, as the earnings generated at Carlisle Power Transmission offset the lower earnings at Carlisle Tire & Wheel Company.

Specialty Products

        Specialty Products sales were $25.9 million, a decline of 14% from $30.1 million realized in the first quarter 2001. Sales at Motion Control Industries were less than a year ago as new truck and trailer build rates remain well below last year's level and replacement sales are down as the result of lower "Ton Miles Driven". Carlisle Industrial Brake & Friction sales in the first quarter were 21% less than a year ago on lower sales into the construction equipment and industrial brake and friction markets in North America and Europe. The $.1 million loss in segment earnings in the first quarter 2002 is primarily the result of lower sales volume at both Motion Control and Carlisle Industrial Brake & Friction and start-up costs of new production facilities at Motion Control.

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Automotive Components

        Automotive Components sales of $62.8 million in the first quarter were 9% below the first quarter 2001 sales of $68.8 million, with segment earnings of $4.1 million representing a 66% increase to $2.5 million earned in 2001. The decrease in sales is consistent with new vehicle build rates, which were 5% below the first quarter 2001, and Carlisle Engineered Products' decision to exit certain lower margin rubber and small thermoset and thermoplastic products. The improvement in segment earnings is attributable to cost improvement initiatives that have significantly lowered manufacturing and administrative costs.

Transportation Products

        Transportation Products sales of $27.6 million were 6% below last year's first quarter sales of $29.4 million. Lower sales were experienced in most product lines, including construction and specialized trailers, commercial trailers, material hauling, and tank trailers. Higher sales of pneumatic and service parts partially offset the noted decreases. Segment earnings of $.2 million were above the breakeven level realized a year ago due to cost reduction programs put in place during 2001.

General Industry (All Other)

        General Industry sales of $95.4 million were 9% below the first quarter 2001 sales of $104.7 million, primarily as a result of lower sales at Tensolite. Tensolite's sales were 30% lower than a year ago due to a significant decline in the telecommunications, specialty electronics, and commercial airline markets. Carlisle Systems & Equipment sales were slightly less than in the first quarter 2001. An improvement in sales and earnings at Johnson Truck Bodies is the result of aggressive cost cutting and the introduction of new products. Carlisle FoodService sales were 3% below the first quarter 2001 due to reduced business and winter vacation travel, careful inventory management by customers, and fewer new store openings by various customers. First quarter segment earnings of $.8 million were above $.6 million in 2001 and are primarily associated with earnings performance at Carlisle FoodService.

Liquidity and Capital Resources

        Net cash used in operating activities in the first quarter 2002 was $5.5 million compared with net cash provided by operating activities of $18.9 million in the first quarter 2001. This decrease was primarily due to a $62.9 million increase in accounts receivable from the end of 2001. The accounts receivable increase was caused by an increase in sales volume from the fourth quarter 2001 and extended payment terms offered by various Carlisle operations. Carlisle remains focused on strong working capital management as evidenced by the $50.9 million (excluding acquisitions) reduction in inventories when comparing the first quarter 2002 inventory balance with the first quarter 2001. Cash used in investing activities was $12.8 million in the first quarter 2002 compared with $55.8 million in the first quarter 2001. This reduction reflects the decrease in acquisition activity, and the Company's objectives to reduce capital spending which was $10.8 million for the first quarter 2002, nearly half of the first quarter 2001 spending of $21.0 million. Net cash provided by financing activities was $6.0 million and $37.2 million in the first quarter 2002 and the first quarter 2001, respectively. This decrease represents reduced borrowings resulting from lower capital expenditures and acquisition activity.

        Carlisle maintains a $375 million revolving credit facility, which had availability of $190 million at March 31, 2002. The Company also maintains with various financial institutions $85 million of uncommitted lines of credit and a $20 million committed line of credit. As of March 31, 2002, $83.9 million was available under these lines. At March 31, 2002, the Company's $100.0 million securitization program was utilized for the amount of eligible trade receivables at $49.7 million.

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        Through the use of interest rate swaps agreements and the securitization program, interest expense of $6.0 million in the first quarter 2002 was 34% below $9.1 million in the first quarter 2001.

        Carlisle believes that its operating cash flows, credit facilities, accounts receivable securitization program, lines of credit and leasing programs provide adequate liquidity and capital resources to fund ongoing operations, expand existing lines of business and make strategic acquisitions. However, the ability to maintain existing credit facilities and access the capital markets can be impacted by economic conditions outside the Company's control. The cost to borrow and capital market access can be impacted by debt ratings assigned by independent rating agencies, based on certain credit measures such as interest coverage, funds from operations and various leverage ratios.

Market Risk

        Carlisle is exposed to the impact of foreign currency fluctuations and changes in interest rates and market values of its debt instruments. It is the Company's objective to manage this exposure to reduce volatility of cash flows, impact on earnings and to lower its cost of capital. The Company's international operations are exposed to translation risk when the local currency financial statements are translated to U.S. dollars. Carlisle monitors this risk, but currency hedges have not been executed, as this valuation risk is considered minimal.

Backlog

        The March 31, 2002 backlog of $270 million was less than the March 31, 2001 backlog of $300 million and is below the December 31, 2001 level of $288 million. Most of the decrease is associated with lower backlog positions in the General Industry segment at Tensolite and Carlisle Systems & Equipment.

Restructuring Update

        In the first quarter of 2001, the Company recorded a $20.9 million after tax, or $0.69 per share, restructuring charge to earnings. The charge was primarily composed of costs related to exiting and realigning facilities in the Automotive Components and Specialty Products segments. Approximately $15.7 million after-tax of the total charge was related to machinery, equipment, and goodwill write-offs. The remainder represented anticipated cash expenses from involuntary employee terminations and other restructuring costs. As of March 31, 2002, the Company has terminated approximately 900 employees and paid approximately $5.8 million pre-tax for involuntary termination benefits. These payments have been charged against the restructuring liability established in the first quarter 2001.

Outlook

        The severe market conditions experienced at many Carlisle operations over the last several quarters appears to have bottomed out and we are positioned to take advantage of the expected upturn in economic conditions. The Company's major focuses are centered on the introduction of new products, reduction in expenses through stringent cost reduction programs, and improved cash flow.

Forward-Looking Statements

        This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are made based on known events and circumstances at the time of publication, and as such, are subject in the future to unforeseen risks and uncertainties. It is possible that the Company's 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

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on a timely, cost effective basis; the Company's 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 regulations; protection and validity of patent and other intellectual property rights; the successful integration and identification of the Company's strategic acquisitions; the cyclical nature of the Company's business; 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, and general domestic and international economic conditions including interest rate and currency exchange rate fluctuations. Further, the terrorist attacks of September 11, 2001 in New York and Washington, D.C. and subsequent events, along with the economic consequences of such attacks and events, may adversely affect the general market conditions and the Company's future performance. The Company undertakes no duty to update forward-looking statements.

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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:



(12)

Ratio of Earnings to Fixed Charges.



(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.

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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 1, 2002	By:	/s/  KIRK F. VINCENT      Kirk F. Vincent
		Vice President and Chief Financial Officer

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QuickLinks

Carlisle Companies Incorporated and Subsidiaries Condensed Consolidated Statements of Earnings and Comprehensive Income Three Months Ended March 31, 2002 and 2001 (dollars in thousands, except per share amounts) (unaudited)
Carlisle Companies Incorporated and Subsidiaries Condensed Consolidated Balance Sheets March 31, 2002 and December 31, 2001 (Dollars in thousands)
Carlisle Companies Incorporated and Subsidiaries Condensed Consolidated Statements of Cash Flows Three Months ended March 31, 2002 and 2001 (Dollars in thousands) (unaudited)
Notes to Condensed Consolidated Financial Statements Three Months Ended March 31, 2002 and 2001
Management's Discussion and Analysis of Financial Condition and Results of Operations
PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

SIGNATURE