Carlisle Companies Incorporated (the "Company") is filing this exhibit to update financial information and certain related disclosures included in its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021 (the "Q1 2021 Form 10-Q") to reflect the presentation of Carlisle Brake & Friction ("CBF") as discontinued operations. This update is consistent with the presentation of continuing and discontinued operations included in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the United States Securities and Exchange Commission ("SEC") on July 27, 2021 (the “Q2 2021 Form 10-Q”).
As previously disclosed in the Company's Q2 2021 Form 10-Q, on May 25, 2021, the Company announced the signing of a definitive agreement to sell CBF to certain direct and indirect wholly-owned subsidiaries of BRWS Parent LLC, a portfolio company of One Rock Capital Partners (“CentroMotion”), for gross proceeds of (i) $250 million cash at closing, subject to certain adjustments, and (ii) the right to receive up to an additional $125 million based on CBF's achievement of certain performance targets. As disclosed in the Company's Current Report on Form 8-K filed with the SEC on August 2, 2021, the Company completed the sale of CBF to CentroMotion. Accordingly, the Company has reported the results of CBF as discontinued operations in the Condensed Consolidated Statements of Income and Comprehensive Income and presented the assets and liabilities of CBF as held for sale in the Condensed Consolidated Balance Sheets for all periods presented.
This exhibit updates the information in the following items as initially filed in order to reflect the presentation of discontinued operations:
•Part I. Item 1 Financial Statements
•Part I. Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations
No items in the Q1 2021 Form 10-Q other than those identified above are being updated by this exhibit. Information in the Q1 2021 Form 10-Q is generally stated as of March 31, 2021, and this exhibit does not reflect any subsequent information or events other than the discontinued operations presentation noted above. Without limiting the foregoing, this exhibit does not purport to update Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Q1 2021 Form 10-Q for any information, uncertainties, transactions, risks, events or trends occurring, or known to management, other than the events described above. More current information is contained in the Company’s Q2 2021 Form 10-Q and other filings with the SEC. This exhibit should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2020, the Q2 2021 Form 10-Q and the other documents the Company has filed with the SEC subsequent to April 27, 2021 (the “Other Documents”). The Q2 2021 Form 10-Q and the Other Documents contain information regarding events, developments and updates to certain expectations of the Company that have occurred since the filing of the Q1 2021 Form 10-Q.
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited)
Three Months Ended March 31,
(in millions, except per share amounts)
2021
2020
Revenues
$
940.9
$
959.2
Cost of goods sold
696.0
689.8
Selling and administrative expenses
150.8
150.9
Research and development expenses
10.4
11.9
Other operating income, net
(1.0)
(0.6)
Operating income
84.7
107.2
Interest expense, net
19.2
19.0
Loss on extinguishment of debt
—
8.8
Interest income
(0.5)
(0.7)
Other non-operating expense (income), net
3.6
(0.2)
Income from continuing operations before income taxes
62.4
80.3
Provision for income taxes
13.3
15.5
Income from continuing operations
49.1
64.8
Discontinued operations:
Income (loss) before income taxes
4.5
(4.1)
Provision for (benefit from) income taxes
1.4
(1.1)
Income (loss) from discontinued operations
3.1
(3.0)
Net income
$
52.2
$
61.8
Basic earnings per share attributable to common shares:
Income from continuing operations
$
0.92
$
1.15
Income (loss) from discontinued operations
0.06
(0.05)
Basic earnings per share
$
0.98
$
1.10
Diluted earnings per share attributable to common shares:
Income from continuing operations
$
0.91
$
1.14
Income (loss) from discontinued operations
0.06
(0.05)
Diluted earnings per share
$
0.97
$
1.09
Average shares outstanding:
Basic
53.0
55.8
Diluted
53.6
56.5
Comprehensive income:
Net income
$
52.2
$
61.8
Other comprehensive loss:
Foreign currency losses
(13.3)
(28.3)
Amortization of unrecognized net periodic benefit costs, net of tax
1.2
1.0
Other, net of tax
(2.0)
(18.2)
Other comprehensive loss
(14.1)
(45.5)
Comprehensive income
$
38.1
$
16.3
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)
2
Carlisle Companies Incorporated
Condensed Consolidated Balance Sheets (Unaudited)
(in millions, except par values)
March 31, 2021
December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents
$
761.0
$
897.1
Receivables, net of allowance for credit losses of $4.9 million and $5.0 million, respectively
612.8
554.4
Inventories, net
459.0
432.7
Contract assets
77.1
84.5
Prepaid expenses
25.7
35.8
Other current assets
53.7
60.2
Assets held for sale
155.2
144.6
Total current assets
2,144.5
2,209.3
Property, plant, and equipment, net
664.5
672.1
Goodwill, net
1,639.0
1,641.7
Other intangible assets, net
928.4
960.9
Other long-term assets
100.8
107.4
Assets held for sale
275.0
275.0
Total assets
$
5,752.2
$
5,866.4
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
$
320.2
$
284.5
Accrued and other current liabilities
245.2
274.6
Contract liabilities
32.9
32.5
Current portion of debt
1.2
1.1
Liabilities held for sale
60.6
53.5
Total current liabilities
660.1
646.2
Long-term liabilities:
Long-term debt, less current portion
2,081.0
2,080.2
Contract liabilities
238.1
235.8
Other long-term liabilities
336.0
344.6
Liabilities held for sale
25.2
21.9
Total long-term liabilities
2,680.3
2,682.5
Shareholders' equity:
Preferred stock, $1 par value per share (5.0 shares authorized and unissued)
—
—
Common stock, $1 par value per share (200.0 shares authorized; 52.1 and 52.9 shares outstanding, respectively)
78.7
78.7
Additional paid-in capital
443.4
441.7
Treasury shares, at cost (26.3 and 25.5 shares, respectively)
(1,951.6)
(1,814.4)
Accumulated other comprehensive loss
(111.1)
(97.0)
Retained earnings
3,952.4
3,928.7
Total shareholders' equity
2,411.8
2,537.7
Total liabilities and equity
$
5,752.2
$
5,866.4
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)
3
Carlisle Companies Incorporated
Condensed Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended March 31,
(in millions)
2021
2020
Operating activities:
Net income
$
52.2
$
61.8
Reconciliation of net income to net cash provided by operating activities:
Depreciation
23.7
24.6
Amortization
30.6
32.2
Lease expense
6.8
7.4
Stock-based compensation
14.9
12.7
Loss on extinguishment of debt
—
8.8
Deferred taxes
(1.1)
(2.3)
Other operating activities, net
4.2
6.0
Changes in assets and liabilities, excluding effects of acquisitions:
Receivables
(72.9)
(8.3)
Inventories
(30.8)
(64.9)
Contract assets
8.2
(3.3)
Prepaid expenses and other assets
20.6
32.5
Accounts payable
45.6
6.9
Accrued and other current liabilities
(24.7)
(58.9)
Contract liabilities
2.9
6.9
Other long-term liabilities
(12.6)
(8.9)
Net cash provided by operating activities
67.6
53.2
Investing activities:
Capital expenditures
(20.0)
(22.8)
Investment in securities
(10.2)
—
Acquisitions, net of cash acquired
—
(2.4)
Other investing activities, net
1.8
0.9
Net cash used in investing activities
(28.4)
(24.3)
Financing activities:
Proceeds from notes
—
740.7
Repayment of notes
—
(258.5)
Borrowings from revolving credit facility
—
500.0
Financing costs
—
(24.2)
Repurchases of common stock
(150.0)
(120.6)
Dividends paid
(28.4)
(28.3)
Proceeds from exercise of stock options
13.5
10.5
Withholding tax paid related to stock-based compensation
(7.6)
(6.4)
Other financing activities, net
(0.3)
(0.2)
Net cash (used in) provided by financing activities
(172.8)
813.0
Effect of foreign currency exchange rate changes on cash and cash equivalents
(1.4)
(5.4)
Change in cash and cash equivalents
(135.0)
836.5
Less: change in cash and cash equivalents of discontinued operations
1.1
1.2
Cash and cash equivalents at beginning of period
897.1
342.5
Cash and cash equivalents at end of period
$
761.0
$
1,177.8
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)
4
Carlisle Companies Incorporated
Condensed Consolidated Statement of Shareholders’ Equity (Unaudited)
Common Stock
Additional Paid-In Capital
Accumulated Other Comprehensive Income (Loss)
Retained Earnings
Shares in Treasury
Total Shareholders' Equity
(in millions, except per share amounts)
Shares
Amount
Shares
Cost
Balance as of December 31, 2019
55.7
$
78.7
$
416.6
$
(124.1)
$
3,721.3
22.7
$
(1,449.7)
$
2,642.8
Net income
—
—
—
—
61.8
—
—
61.8
Other comprehensive loss, net of tax
—
—
—
(45.5)
—
—
—
(45.5)
Dividends - $0.50 per share
—
—
—
—
(28.3)
—
—
(28.3)
Repurchases of common stock
(1.0)
—
—
—
—
1.0
(125.3)
(125.3)
Issuances and deferrals, net for stock based compensation(1)
0.2
—
5.5
—
—
(0.2)
7.5
13.0
Balance as of March 31, 2020
54.9
$
78.7
$
422.1
$
(169.6)
$
3,754.8
23.5
$
(1,567.5)
$
2,518.5
Balance as of December 31, 2020
52.9
$
78.7
$
441.7
$
(97.0)
$
3,928.7
25.5
$
(1,814.4)
$
2,537.7
Net income
—
—
—
—
52.2
—
—
52.2
Other comprehensive loss, net of tax
—
—
—
(14.1)
—
—
—
(14.1)
Dividends - $0.525 per share
—
—
—
—
(28.5)
—
—
(28.5)
Repurchases of common stock
(1.0)
—
—
—
—
1.0
(150.0)
(150.0)
Issuances and deferrals, net for stock based compensation(1)
0.2
—
1.7
—
—
(0.2)
12.8
14.5
Balance as of March 31, 2021
52.1
$
78.7
$
443.4
$
(111.1)
$
3,952.4
26.3
$
(1,951.6)
$
2,411.8
(1)Issuances and deferrals, net for stock-based compensation reflects share activity related to option exercises, restricted and performance shares vested, and net issuances and deferrals associated with deferred compensation equity.
See accompanying Notes to Condensed Consolidated Financial Statements (Unaudited)
5
Carlisle Companies Incorporated
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 1—Basis of Presentation
The accompanying unaudited Condensed Consolidated Financial Statements have been prepared by Carlisle Companies Incorporated (the "Company" or "Carlisle"). The accompanying unaudited Condensed Consolidated Financial Statements do not include all disclosures as required by accounting principles generally accepted in the United States of America ("United States" or "U.S."), and should be read in conjunction with the Company’s audited Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 (the "2020 Annual Report on Form 10-K").
The accompanying unaudited Condensed Consolidated Financial Statements are prepared in conformity with accounting principles generally accepted in the U.S. and, of necessity, include some amounts that are based upon management estimates and judgments. The accompanying unaudited Condensed Consolidated Financial Statements include assets, liabilities, revenues and expenses of all majority-owned subsidiaries. Intercompany transactions and balances are eliminated in consolidation.
In the Company's opinion, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting solely of adjustments of a normal, recurring nature, necessary to present fairly the financial position, results of operations and cash flows for the periods presented.
Discontinued Operations
The results of operations for the Company's Carlisle Brake & Friction ("CBF") segment have been classified as discontinued operations for all periods presented in the Condensed Consolidated Statements of Income. Assets and liabilities subject to the sale agreement for CBF have been classified as held for sale for all periods presented in the Condensed Consolidated Balance Sheets. Refer to Note 4 for additional information.
Note 2—Segment Information
The Company reports its results of operations through the following three segments, each of which represents a reportable segment as follows:
Carlisle Construction Materials ("CCM")—this segment produces a complete range of building envelope products for commercial, industrial and residential buildings, including single-ply roofing, rigid foam insulations, spray polyurethane foam technologies, architectural metal, heating, ventilation and air conditioning ("HVAC") hardware and sealants, below-grade waterproofing, and air and vapor barrier systems focused on the weatherproofing and thermal performance of the building envelope.
Carlisle Interconnect Technologies ("CIT")—this segment produces high-performance wire and cable, including optical fiber, for the commercial aerospace, military and defense electronics, medical device, industrial, and test and measurement markets. CIT's product portfolio also includes sensors, connectors, contacts, cable assemblies, complex harnesses, racks, trays, and installation kits, in addition to engineering and certification services.
Carlisle Fluid Technologies ("CFT")—this segment produces highly engineered liquid, powder, sealants and adhesives finishing equipment and integrated system solutions for spraying, pumping, mixing, metering and curing of a variety of coatings used in the automotive manufacture, general industrial, protective coating, wood, specialty and automotive refinishing markets.
6
A summary of segment information follows:
Three Months Ended March 31,
2021
2020
(in millions)
Revenues
Operating Income (Loss)
Revenues
Operating Income (Loss)
Carlisle Construction Materials
$
719.3
$
121.3
$
676.4
$
107.7
Carlisle Interconnect Technologies
155.8
(10.7)
224.5
16.4
Carlisle Fluid Technologies
65.8
4.3
58.3
2.8
Segment total
940.9
114.9
959.2
126.9
Corporate and unallocated(1)
—
(30.2)
—
(19.7)
Total
$
940.9
$
84.7
$
959.2
$
107.2
(1)Corporate operating loss includes other unallocated costs, primarily general corporate expenses.
Note 3—Acquisitions
Motion Tech Automation, LLC
On July 22, 2020, the Company acquired 100% of the equity of Motion Tech Automation, LLC ("MTA") for consideration of $33.3 million, including $0.3 million of cash acquired and post-closing adjustments, which were finalized in the third quarter of 2020. The acquired products and services include sensors, manufacturing services, distribution services and engineering services to packaging and label, life sciences, semiconductor, fluid handling, and test and measurement customers.
Consideration of $16.4 million has been preliminarily allocated to goodwill, $4.3 million to definite-lived intangible assets, $4.9 million to inventory, $2.7 million to accounts receivable and $1.3 million to accounts payable. In accordance with the purchase agreement, Carlisle is indemnified for up to $1.6 million, and recorded an indemnification asset of $1.5 million in other long-term assets relating to the indemnification for pre-acquisition debt and tax withholding liabilities.
The preliminary fair value and weighted average useful lives of the acquired definite-lived intangible assets are as follows:
(in millions)
Fair Value
Weighted Average Useful Life (in years)
Technologies
$
2.3
9
Customer relationships
1.0
9
Trade names
1.0
5
Total
$
4.3
All of the $16.4 million preliminary value allocated to goodwill is deductible for tax purposes. Goodwill of $11.0 million, $2.8 million and $2.6 million has been preliminarily assigned to the CCM, CIT and CFT reporting units, respectively, which aligns with the reportable segments.
Note 4—Discontinued Operations
On May 25, 2021, the Company announced the signing of a definitive agreement to sell CBF to certain direct and indirect wholly-owned subsidiaries of BRWS Parent LLC, a portfolio company of One Rock Capital Partners (“CentroMotion”), for gross proceeds of (i) $250 million cash at closing, subject to certain adjustments, and (ii) the right to receive up to an additional $125 million based on CBF's achievement of certain performance targets. On August 2, 2021, the Company completed the sale of CBF to CentroMotion. The sale of CBF is consistent with the Company's optimization strategy, as laid out in Vision 2025.
7
A summary of the results from discontinued operations included in the Condensed Consolidated Statements of Income and Comprehensive Income follows:
(in millions)
Three Months Ended March 31,
2021
2020
Revenues
$
88.1
$
71.0
Cost of goods sold
71.3
62.0
Operating expense, net(1)
12.0
13.5
Operating income (loss)
4.8
(4.5)
Non-operating expense (income), net(1)
0.3
(0.4)
Income (loss) from discontinued operations before income taxes
4.5
(4.1)
Provision for (benefit from) income taxes
1.4
(1.1)
Income (loss) from discontinued operations
$
3.1
$
(3.0)
(1)Includes items that are presented separately on the Condensed Consolidated Statements of Income.
A summary of the carrying amounts of major assets and liabilities, which were classified as held for sale in the Condensed Consolidated Balance Sheet follows:
(in millions)
March 31, 2021
December 31, 2020
ASSETS
Cash and cash equivalents
$
6.2
$
5.1
Receivables, net
70.4
58.3
Inventories
69.2
70.8
Prepaid other current assets
9.4
10.4
Total current assets
$
155.2
$
144.6
Property, plant, and equipment, net
$
99.9
$
102.0
Goodwill, net
96.5
96.5
Other intangible assets, net
72.4
73.9
Other long-term assets
6.2
2.6
Total long-term assets
$
275.0
$
275.0
LIABILITIES
Accounts payable
$
39.0
$
33.1
Accrued liabilities and other
21.6
20.4
Total current liabilities
$
60.6
$
53.5
Other long-term liabilities
$
25.2
$
21.9
Total long-term liabilities
$
25.2
$
21.9
A summary of cash flows from discontinued operations included in the Condensed Consolidated Statements of Cash Flows for the three months ended March 31, follows:
(in millions)
2021
2020
Net cash provided by operating activities
$
3.5
$
4.1
Net cash used in investing activities
(2.5)
(1.6)
Net cash provided by (used in) financing activities(1)
0.1
(1.3)
Change in cash and cash equivalents from discontinued operations
$
1.1
$
1.2
(1)Represents borrowings or (repayments) from the Carlisle cash pool to fund working capital and capital expenditures.
Note 5—Earnings Per Share
The Company’s restricted shares contain non-forfeitable rights to dividends and are considered participating securities for purposes of computing earnings per share pursuant to the two-class method. The computation below of earnings per share excludes income attributable to the unvested restricted shares from the numerator and excludes the dilutive impact of those underlying shares from the denominator.
8
The computation below of earnings per share includes the income attributable to the vested and deferred restricted shares and restricted stock units in the numerator and includes the dilutive impact of those underlying shares in the denominator.
Stock options are included in the calculation of diluted earnings per share utilizing the treasury stock method and performance share awards are included in the calculation of diluted earnings per share considering those are contingently issuable. Neither is considered to be a participating security as they do not contain non-forfeitable dividend rights.
Net income and share data used in the basic and diluted earnings per share computations using the two-class method follows:
Three Months Ended March 31,
(in millions except per share amounts)
2021
2020
Income from continuing operations
$
49.1
$
64.8
Less: dividends declared
(28.5)
(28.3)
Undistributed earnings
20.6
36.5
Percent allocated to common shareholders (1)
99.7
%
99.7
%
20.5
36.4
Add: dividends declared on common shares, restricted share units and vested and deferred restricted and performance shares
28.4
28.2
Income from continuing operations attributable to common shareholders
$
48.9
$
64.6
Shares:
Basic weighted-average shares outstanding
53.0
55.8
Effect of dilutive securities:
Performance awards
0.1
0.2
Stock options
0.5
0.5
Diluted weighted-average shares outstanding
53.6
56.5
Per share income from continuing operations attributable to common shares:
Basic
$
0.92
$
1.15
Diluted
$
0.91
$
1.14
(1)
Basic weighted-average shares outstanding
53.0
55.8
Basic weighted-average shares outstanding and unvested restricted shares expected to vest
53.2
56.0
Percent allocated to common shareholders
99.7
%
99.7
%
Three Months Ended March 31,
(in millions)
2021
2020
Income (loss) from discontinued operations attributable to common shareholders for basic and diluted earnings per share
$
3.1
$
(3.0)
Net income attributable to common shareholders for basic and diluted earnings per share
52.0
61.6
Anti-dilutive stock options excluded from earnings per share calculation(1)
0.6
0.2
(1)Represents stock options excluded from the calculation of diluted earnings per share, as such options’ assumed proceeds upon exercise would result in the repurchase of more shares than the underlying award.
Note 6—Revenue Recognition
The Company receives payment at the inception of the contract for separately priced extended service warranties, and revenue is deferred and recognized on a straight-line basis over the life of the contracts. Remaining performance obligations for extended service warranties represent the transaction price for the remaining stand-
9
ready obligation to perform warranty services. A summary of estimated revenue expected to be recognized in the future related to performance obligations that are unsatisfied or partially unsatisfied as of March 31, 2021, follows:
(in millions)
Remainder of 2021
2022
2023
2024
2025
2026
Thereafter
Extended service warranties
$
17.5
$
22.1
$
20.9
$
19.9
$
19.0
$
18.0
$
143.5
The Company has applied the practical expedient to not disclose information about remaining performance obligations that have original expected durations of one year or less.
Contract Balances
Contract liabilities relate to payments received in advance of performance under a contract, primarily related to extended service warranties in the CCM segment, systems contracts in the CFT segment and highly customized product contracts in the CIT segment. Contract liabilities are recognized as revenue as (or when) the Company performs under the contract. A summary of the change in contract liabilities for the three months ended March 31, follows:
(in millions)
2021
2020
Balance as of January 1
$
268.3
$
247.4
Revenue recognized
(15.2)
(13.3)
Revenue deferred
17.9
20.1
Balance as of March 31
$
271.0
$
254.2
Contract assets relate to the Company's right to payment for performance completed to date under a contract, primarily related to highly customized product contracts within the CIT and CFT segments. Accounts receivable are recorded when the right to payment becomes unconditional, which generally occurs over twelve months or less. A summary of the change in contract assets for the three months ended March 31, follows:
(in millions)
2021
2020
Balance as of January 1
$
84.5
$
100.5
Balance as of March 31
77.1
103.6
Change in contract assets
$
(7.4)
$
3.1
Revenues by End-Market
A summary of revenues disaggregated by major end-market industries and reconciliation of disaggregated revenue by segment follows:
Three Months Ended March 31, 2021
(in millions)
CCM
CIT
CFT
Total
General construction
$
674.1
$
—
$
—
$
674.1
Aerospace
—
65.9
—
65.9
Medical
—
55.2
—
55.2
Transportation
—
—
33.8
33.8
Heavy equipment
20.3
—
—
20.3
General industrial and other
24.9
34.7
32.0
91.6
Total revenues
$
719.3
$
155.8
$
65.8
$
940.9
Three Months Ended March 31, 2020
(in millions)
CCM
CIT
CFT
Total
General construction
$
635.8
$
—
$
—
$
635.8
Aerospace
—
136.7
—
136.7
Medical
—
48.2
—
48.2
Transportation
—
—
35.3
35.3
Heavy equipment
21.5
—
—
21.5
General industrial and other
19.1
39.6
23.0
81.7
Total revenues
$
676.4
$
224.5
$
58.3
$
959.2
10
Revenues by Geographic Area
A summary of revenues based on the country to which the product was delivered and reconciliation of disaggregated revenue by segment follows:
Three Months Ended March 31, 2021
(in millions)
CCM
CIT
CFT
Total
United States
$
626.3
$
111.5
$
30.6
$
768.4
International:
Europe
60.6
14.4
12.5
87.5
Asia
3.9
20.6
19.2
43.7
North America (excluding U.S.)
23.6
4.5
2.5
30.6
Middle East and Africa
3.4
2.6
0.4
6.4
Other
1.5
2.2
0.6
4.3
Total international
93.0
44.3
35.2
172.5
Total revenues
$
719.3
$
155.8
$
65.8
$
940.9
Three Months Ended March 31, 2020
(in millions)
CCM
CIT
CFT
Total
United States
$
596.9
$
161.4
$
28.3
$
786.6
International:
Europe
51.1
19.3
10.4
80.8
Asia
3.3
18.4
16.9
38.6
North America (excluding U.S.)
19.6
12.4
2.0
34.0
Middle East and Africa
3.9
4.9
0.5
9.3
Other
1.6
8.1
0.2
9.9
Total international
79.5
63.1
30.0
172.6
Total revenues
$
676.4
$
224.5
$
58.3
$
959.2
Note 7—Stock-Based Compensation
Stock-based compensation cost by award type follows:
(in millions)
Three Months Ended March 31,
2021
2020
Stock option awards
$
3.6
$
3.2
Restricted stock awards
2.2
2.0
Performance share awards
2.5
2.0
Restricted stock units
—
1.4
Stock appreciation rights
3.1
(3.0)
Total stock-based compensation cost incurred
11.4
5.6
Capitalized (cost) credit during the period
(3.4)
2.7
Amortization of capitalized cost during the period
5.5
3.5
Total stock-based compensation expense
$
13.5
$
11.8
Note 8—Exit and Disposal and Other Restructuring Activities
The Company has undertaken operational restructuring and other cost reduction actions to streamline processes and manage costs throughout various departments. These actions resulted in exit, disposal and employee termination benefit costs, primarily resulting from planned reductions in workforce, facility consolidation and relocation, and lease termination costs. The primary actions are discussed below by operating segment.
11
CIT
During the third quarter of 2020, the Company initiated plans to exit its manufacturing operations in Kent, Washington, as a result of market declines from the coronavirus pandemic ("COVID-19 pandemic"). Select operations are being relocated to existing facilities primarily in North America. The project is estimated to take 12 to 18 months to complete. During the three months ended March 31, 2021, exit and disposal costs totaled $0.6 million, primarily for employee termination benefit costs. Total exit and disposal costs are expected to approximate $14.7 million, with approximately $7.5 million costs remaining to be incurred, primarily in 2021.
Other Actions
The Company implemented restructuring activities to reduce its overall headcount as a result of general market declines resulting from the effects of the COVID-19 pandemic. These actions resulted in severance expense of $0.7 million at CIT during the three months ended months ended March 31, 2021.
Consolidated Summary
The Company's exit and disposal costs by activity follows:
(in millions)
Three Months Ended March 31,
2021
2020
Employee severance and benefit arrangements
$
1.9
$
0.3
Relocation costs
0.1
0.2
Facility cleanup costs
(1.0)
0.8
Other restructuring costs
0.4
0.7
Total exit and disposal costs
$
1.4
$
2.0
The Company's exit and disposal costs by segment follows:
(in millions)
Three Months Ended March 31,
2021
2020
Carlisle Interconnect Technologies
$
1.3
$
1.9
Carlisle Fluid Technologies
0.1
—
Carlisle Construction Materials
—
0.1
Total exit and disposal costs
$
1.4
$
2.0
The Company's exit and disposal costs by financial statement line item follows:
(in millions)
Three Months Ended March 31,
2021
2020
Cost of goods sold
$
0.8
$
1.7
Selling and administrative expenses
0.6
0.1
Other operating expense, net
—
0.2
Total exit and disposal costs
$
1.4
$
2.0
The Company's change in exit and disposal activities liability follows:
(in millions)
Total
Balance as of December 31, 2020
$
6.1
Charges
1.4
Cash payments
(0.6)
Balance as of March 31, 2021
$
6.9
The liability of $6.9 million primarily relates to employee severance and benefit arrangements and is included in accrued and other current liabilities.
12
Note 9—Income Taxes
The effective income tax rate on continuing operations for the three months ended March 31, 2021, was 21.3%. The year-to-date provision for income taxes included taxes on earnings at an anticipated rate of 24.2% and a tax impact of $1.8 million related to discrete activity. The year-to-date net discrete tax benefit relates primarily to a reduction of prior year tax liabilities and excess tax benefits related to employee stock compensation.
The effective income tax rate on continuing operations for the three months ended March 31, 2020, was 19.3%.
Note 10—Inventories, net
(in millions)
March 31, 2021
December 31, 2020
Raw materials
$
172.5
$
168.2
Work-in-process
73.1
67.4
Finished goods
243.5
225.8
Reserves
(30.1)
(28.7)
Inventories, net
$
459.0
$
432.7
Note 11—Goodwill and Other Intangible Assets, net
Goodwill
The changes in the carrying amount of goodwill, net by segment follows:
(in millions)
CCM
CIT
CFT
Total
Balance as of December 31, 2020
$
613.0
$
835.6
$
193.1
$
1,641.7
Measurement period adjustments(1)
—
—
(0.2)
(0.2)
Currency translation and other
(1.5)
(0.4)
(0.6)
(2.5)
Balance as of March 31, 2021
$
611.5
$
835.2
$
192.3
$
1,639.0
(1)Refer to Note 3 for further information on goodwill resulting from recent acquisitions.
Other Intangible Assets, net
A summary of the Company's other intangible assets, net follows:
March 31, 2021
December 31, 2020
(in millions)
Acquired
Cost
Accumulated
Amortization
Net Book Value
Acquired
Cost
Accumulated
Amortization
Net Book Value
Assets subject to amortization:
Customer relationships
$
998.1
$
(410.8)
$
587.3
$
1,000.7
$
(393.7)
$
607.0
Technology and intellectual property
260.9
(178.6)
82.3
263.0
(172.6)
90.4
Trade names and other
116.4
(53.4)
63.0
115.6
(48.7)
66.9
Assets not subject to amortization:
Trade names
195.8
—
195.8
196.6
—
196.6
Other intangible assets, net
$
1,571.2
$
(642.8)
$
928.4
$
1,575.9
$
(615.0)
$
960.9
The net book values of other intangible assets, net by reportable segment follows:
(in millions)
March 31, 2021
December 31, 2020
Carlisle Construction Materials
$
288.0
$
300.9
Carlisle Interconnect Technologies
372.4
384.8
Carlisle Fluid Technologies
256.0
261.3
Corporate
12.0
13.9
Total
$
928.4
$
960.9
13
Note 12—Long-term Debt
(in millions)
Fair Value(1)
March 31, 2021
December 31, 2020
March 31, 2021
December 31, 2020
2.75% Notes due 2030
$
750.0
$
750.0
$
754.8
$
804.8
3.75% Notes due 2027
600.0
600.0
666.2
679.3
3.5% Notes due 2024
400.0
400.0
432.3
438.3
3.75% Notes due 2022
350.0
350.0
364.7
366.9
Unamortized discount, debt issuance costs and other
(17.8)
(18.7)
Total long term-debt
2,082.2
2,081.3
Less: current portion of debt
1.2
1.1
Long term-debt, less current portion
$
2,081.0
$
2,080.2
(1)The fair value is estimated based on current yield rates plus the Company’s estimated credit spread available for financings with similar terms and maturities. Based on these inputs, the debt instruments are classified as Level 2 in the fair value hierarchy.
Revolving Credit Facility (the “Facility”)
During the three months ended March 31, 2021, there were no borrowings or repayments under the Facility. As of March 31, 2021 and December 31, 2020, the Facility had no outstanding balance and $1.0 billion available for use.
Covenants and Limitations
Under the Company’s debt and credit facilities, the Company is required to meet various covenants and limitations, including limitations on certain leverage ratios, interest coverage and limits on outstanding debt balances held by certain subsidiaries. The Company was in compliance with all covenants and limitations as of March 31, 2021 and December 31, 2020.
Letters of Credit and Guarantee
During the normal course of business, the Company enters into commitments in the form of letters of credit and bank guarantees to provide its own financial and performance assurance to third parties. The Company has not issued any guarantees on behalf of any third parties. As of March 31, 2021 and December 31, 2020, the Company had $27.1 million and $25.2 million in letters of credit and bank guarantees outstanding, respectively. The Company has multiple arrangements to obtain letters of credit, which include an agreement with unspecified availability and separate agreements for up to $80.0 million in letters of credit, of which $53.0 million was available for use as of March 31, 2021.
Note 13—Employee Benefit Plans
Defined Benefit Plans
The Company recognizes net periodic benefit cost based on the actuarial analysis performed at the previous year end, adjusted if certain significant events occur during the year.
The components of net periodic benefit cost follows:
Three Months Ended March 31,
(in millions)
2021
2020
Service cost
$
0.7
$
0.7
Interest cost
0.7
1.1
Expected return on plan assets
(2.4)
(2.4)
Amortization of unrecognized loss(1)
1.6
1.4
Settlement expense
0.4
—
Net periodic benefit cost
$
1.0
$
0.8
(1)Includes amortization of unrecognized actuarial (gain) loss and prior service credits and excludes provision for income tax of $(0.4) million and $(0.3) million for the three months ended March 31, 2021, and 2020, respectively.
The components of net periodic benefit cost, other than the service cost component, are included in other non-operating expense (income), net.
14
Note 14—Standard Product Warranties
The Company offers various standard warranty programs on its products, primarily for certain installed roofing systems, high-performance cables and assemblies and fluid technologies. The Company’s liability for such warranty programs is included in accrued and other current liabilities. The change in standard product warranty liabilities for the three months ended March 31, follows:
(in millions)
2021
2020
Balance as of January 1
$
30.0
$
28.7
Provision
0.5
3.7
Claims
(1.0)
(3.7)
Foreign exchange
(0.3)
(0.2)
Balance as of March 31
$
29.2
$
28.5
Note 15—Financial Instruments
Foreign Currency Forward Contracts
The Company uses foreign currency forward contracts to hedge a portion of its foreign currency exchange rate exposure to forecasted foreign currency denominated cash flows. These instruments are not held for speculative or trading purposes.
A summary of the Company's designated and non-designated hedges follows:
March 31, 2021
December 31, 2020
(in millions)
Fair Value(1)
Notional Value
Fair Value(1)
Notional Value
Designated hedges
$
2.6
$
107.3
$
5.0
$
93.5
Non-designated hedges
(0.3)
47.6
0.2
63.7
(1)The fair value of foreign currency forward contracts is included in other current assets. The fair value was estimated using observable market inputs such as forward and spot prices of the underlying exchange rate pair. Based on these inputs, derivative assets and liabilities are classified as Level 2 in the fair value hierarchy.
Designated Hedges
For instruments that are designated and qualify as cash flow hedges, the Company had foreign currency forward contracts with maturities less than one year. The changes in the fair value of the contracts are recorded in accumulated other comprehensive income (loss) and recognized in the same line item as the impact of the hedged item, revenues or cost of sales, when the underlying forecasted transaction impacts earnings. The change in accumulated other comprehensive income (loss) related to foreign currency cash flow hedges was immaterial for the three months ended March 31, 2021 and 2020. Gains and losses on the contracts representing hedge components excluded from the assessment of hedge effectiveness are recognized in the same line item as the hedged item, revenues or cost of sales, currently.
Non-Designated Hedges
For instruments that are not designated as a cash flow hedge, the Company had foreign exchange contracts with maturities less than one year. The unrealized gains and losses resulting from these contracts were immaterial for the three months ended March 31, 2021 and 2020, and are recognized in other non-operating expense (income), net and partially offset corresponding foreign exchange gains and losses on these balances.
Rabbi Trust
The Company has established a Rabbi Trust to provide for a degree of financial security to cover its obligations with its deferred compensation plan. Contributions to the Rabbi Trust by the Company are made at the discretion of management and generally are made in cash and invested in money-market funds. The Company consolidates the Rabbi Trust and therefore includes the investments in its Condensed Consolidated Balance Sheets. As of March 31, 2021 and December 31, 2020, the Company had $6.2 million and $6.6 million of cash, respectively, and $7.9 million and $7.7 million of short-term investments, respectively. The short-term investments are classified as trading securities and are measured at fair value using quoted market prices in active markets (i.e., Level 1 measurements) with changes in fair value recorded in net income and the associated cash flows presented as operating cash flows.
15
Investment Securities
In accordance with its investment policy, the Company invests its excess cash from time-to-time in investment grade bonds and other securities to achieve higher yields. As of March 31, 2021, the Company had $10.2 million of investment grade bonds, with maturities less than one year. The investment grade bonds are classified as available for sale and measured at fair value using quoted market prices in active markets (i.e., Level 1 measurements) with changes in fair value recorded in accumulated comprehensive income, until realized, and the associated cash flows presented as investing cash flows. The Company did not have any investment securities as of December 31, 2020.
Other Financial Instruments
Other financial instruments include cash and cash equivalents, accounts receivable, net, accounts payable, accrued expenses and long-term debt. The carrying value for cash and cash equivalents, accounts receivable, net, accounts payable and accrued expenses approximates fair value because of their short-term nature and generally negligible credit losses (refer to Note 12 for the fair value of long-term debt).
Note 16—Commitments and Contingencies
Litigation
Over the years, the Company has been named as a defendant, along with numerous other defendants, in lawsuits in various courts in which plaintiffs have alleged injury due to exposure to asbestos-containing friction products produced and sold predominantly by the Company’s discontinued Motion Control business between the late-1940s and the mid-1980s. The Company has been subject to liabilities for indemnity and defense costs associated with these lawsuits.
The Company has recorded a liability for estimated indemnity costs associated with pending and future asbestos claims. As of March 31, 2021, the Company believes that its accrual for these costs is not material to the Company's financial position, results of operations, or operating cash flows.
The Company recognizes expenses for defense costs associated with asbestos claims during the periods in which they are incurred. Refer to the 2020 Annual Report on Form 10-K for the Company's accounting policy related to litigation defense costs.
The Company currently maintains insurance coverage with respect to asbestos-related claims and associated defense costs. The Company records the insurance coverage as a long-term receivable in an amount it reasonably estimates is probable of recovery for pending and future asbestos-related indemnity claims. Since the Company’s insurance policies contain various coverage exclusions, limits of coverage and self-insured retentions and may be subject to insurance coverage disputes, the Company may recognize expenses for indemnity and defense costs in particular periods if and when it becomes probable that such costs will not be covered by insurance.
The Company is also involved in various other legal actions and proceedings arising in the ordinary course of business. In the opinion of management, the ultimate outcomes of such actions and proceedings, either individually or in the aggregate, are not expected to have a material adverse effect on the Company’s financial position, results of operations, or operating cash flows.
16
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Carlisle Companies Incorporated (“Carlisle”, the “Company”, “we”, “us” or “our”) is a diversified, global portfolio of niche brands and businesses that manufactures highly engineered products and solutions for its customers. Driven by our strategic plan, Vision 2025, Carlisle is committed to generating superior shareholder and stakeholder returns by combining an entrepreneurial management style under a center-led approach, and balanced capital deployment, all with a culture of responsible stewardship and continuous improvement as embodied in the Carlisle Operating System ("COS"). Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is designed to provide a reader of our financial statements with a narrative from the perspective of Company management. All references to "Notes" refer to our Notes to Condensed Consolidated Financial Statements in Item 1 of this Quarterly Report on Form 10-Q.
Executive Overview
Reflecting on the past twelve months of uncertainty, we take great pride in how the Carlisle team handled the immediate threats born out of the COVID-19 pandemic, monitoring that strict health and safety protocols were in place and followed, which has led to a low infection rate at Carlisle facilities across the globe. This reaction enabled an early, proactive focus on positioning our business for an economic rebound, with Vision 2025 providing the clear direction and consistency of mission to guide our efforts. One year removed from the pandemic's initial impact, we believe we are a stronger company and well positioned to meet our center-led Vision 2025 objectives, supported by confidence in the fundamentals of our businesses and our commitment to our customers through the Carlisle Experience.
Despite positive growth in our Carlisle Construction Materials ("CCM") and Carlisle Fluid Technologies ("CFT") businesses, our consolidated revenue decreased year-over-year given a tough comparison and well publicized impact of the COVID-19 pandemic on the aerospace industry that continues to weigh on Carlisle Interconnect Technologies ("CIT") results. The first quarter of 2021 demonstrated yet again Carlisle's ability to navigate varying economic cycles while delivering strong financial performance. We continued to execute on our long-term strategies, including: maintaining the highest standards in providing the Carlisle Experience to our customers, investing in high-return projects to drive organic growth across our core platforms, working an active pipeline of acquisition targets, returning excess capital to shareholders through share repurchases and dividends, continuing on our environmental, social and governance ("ESG") journey, and demonstrating the exceptional and sustainable earnings power of the Carlisle business model.
We remain balanced in our capital deployment approach by investing in our businesses, repurchasing $150.0 million of shares and maintaining our cash dividend payments of $28.4 million during the quarter. As of the end of the first quarter, we have a strong cash position of $761.0 million with $1.0 billion undrawn on our revolving credit facility (the "Facility").
Vision 2025 continues to provide Carlisle clear direction. We have stayed the course on our strategy throughout the past year and have regained positive momentum across all segments. Additionally, we continue to pursue acquisition opportunities, and we expect to be active in augmenting our core businesses with synergistic acquisitions. We are well positioned to accelerate through the recovery.
17
Summary of Financial Results
Three Months Ended March 31,
(in millions, except per share amounts)
2021
2020
Revenues
$
940.9
$
959.2
Operating income
$
84.7
$
107.2
Operating margin percentage
9.0
%
11.2
%
Income from continuing operations
$
49.1
$
64.8
Income (loss) from discontinued operations
$
3.1
$
(3.0)
Diluted earnings per share attributable to common shares:
Income from continuing operations
$
0.91
$
1.14
Income (loss) from discontinued operations
$
0.06
$
(0.05)
Non-comparable items(1)
$
7.4
$
13.2
(1)Non-comparable items include items that, by their nature, tend to obscure the Company’s core operating results due to potential variability across periods based on the timing, frequency and magnitude of such items. Refer to Non-GAAP Financial Measures in this MD&A for a detailed reconciliation of these items.
Revenues decreased in the first quarter of 2021 primarily reflecting lower volumes in our CIT segment, which has continued to be impacted by the prolonged aerospace decline, offset by higher volumes in our CCM and CFT segments and favorable foreign currency impacts.
The decrease in operating income in the first quarter of 2021 primarily reflected raw material and wage inflation across all segments, and unfavorable mix at CIT. The decrease in operating income was partially offset by savings from COS and lower travel costs.
Diluted earnings per share decreased primarily due to the above operating income performance ($0.30 per share in the first quarter of 2021) and a higher effective tax rate ($0.02 per share in the first quarter of 2021). The decrease was partially offset by reduced average shares outstanding ($0.05 per share in the first quarter of 2021) resulting from purchases under our share repurchase program.
We generated $67.6 million in operating cash flow in the first three months of 2021, and utilized cash on hand and cash provided by operations to return capital to shareholders through dividends and share repurchases, and to fund capital expenditures.
Consolidated Results of Operations
Revenues
(in millions)
2021
2020
Change
%
Acquisition Effect
Price / Volume Effect
Exchange Rate Effect
Three months ended March 31
$
940.9
$
959.2
$
(18.3)
(1.9)
%
0.4
%
(3.0)
%
0.7
%
Revenues decreased in the first quarter of 2021 primarily reflecting lower CIT volumes as a result of the prolonged aerospace decline, offset by higher sales volumes in our CCM and CFT segments across most markets in which they operate and favorable foreign currency impacts.
Gross Margin
(in millions)
Three Months Ended March 31,
2021
2020
Change
%
Gross margin
$
244.9
$
269.4
$
(24.5)
(9.1)
%
Gross margin percentage
26.0
%
28.1
%
Depreciation and amortization
$
24.6
$
26.8
Gross margin percentage (gross margin expressed as a percentage of revenues) declined in the first quarter of 2021, driven by raw material and wage inflation, and unfavorable mix at our CIT segment, partially offset by savings from COS. Also included in cost of goods sold were exit and disposal costs totaling $0.8 million for the first quarter of 2021, primarily at CIT, attributable to our restructuring initiatives, compared with $1.7 million for the first quarter of 2020. Refer to Note 8 for further information on exit and disposal activities.
18
Selling and Administrative Expenses
(in millions)
Three Months Ended March 31,
2021
2020
Change
%
Selling and administrative expenses
$
150.8
$
150.9
$
(0.1)
(0.1)
%
As a percentage of revenues
16.0
%
15.7
%
Depreciation and amortization
$
24.2
$
23.6
Selling and administrative expenses in the first quarter of 2021 primarily reflected lower travel costs, partially offset by higher medical costs and wage inflation. Also included in selling and administrative expenses were exit and disposal costs totaling $0.6 million for the first quarter of 2021, primarily at CIT, attributable to our restructuring initiatives, compared with $0.1 million for the first quarter of 2020. Refer to Note 8 for further information on exit and disposal activities.
Research and Development Expenses
(in millions)
Three Months Ended March 31,
2021
2020
Change
%
Research and development expenses
$
10.4
$
11.9
$
(1.5)
(12.6)
%
As a percentage of revenues
1.1
%
1.2
%
Depreciation and amortization
$
0.5
$
0.5
Research and development expenses were lower in the first quarter of 2021, compared with the first quarter of 2020, primarily reflecting lower new product development expenses at our CIT and CCM segments.
Other Operating Income, net
(in millions)
Three Months Ended March 31,
2021
2020
Change
%
Other operating income, net
$
(1.0)
$
(0.6)
$
(0.4)
66.7
%
Other operating income, net in the first quarter of 2021 primarily reflected $0.9 million of rebates and $0.3 million of royalty income.
Other operating income, net in the first quarter of 2020 primarily reflected $0.5 million of rebates and $0.3 million of royalty income, partially offset by $0.7 million of losses on sale of assets, primarily at CCM.
Operating Income
(in millions)
Three Months Ended March 31,
2021
2020
Change
%
Operating income
$
84.7
$
107.2
$
(22.5)
(21.0)
%
Operating margin percentage
9.0
%
11.2
%
Refer to Segment Results of Operations within this MD&A for further information related to segment operating income results.
Interest Expense, net
(in millions)
Three Months Ended March 31,
2021
2020
Change
%
Interest expense, net
$
19.2
$
19.0
$
0.2
1.1
%
Interest expense, net of capitalized interest, during the first quarter of 2021 primarily reflected higher long-term debt balances associated with our public offering of $750.0 million of 2.75% unsecured senior notes completed in February 2020. Refer to Note 12 for further information on our long-term debt.
Loss on Extinguishment of Debt
Loss on extinguishment of debt of $8.8 million in the first quarter of 2020 related to the early redemption in full of our $250.0 million aggregate principal amount of our outstanding 5.125% notes due December 15, 2020 (the “2020 Notes”). The 2020 Notes were redeemed on March 29, 2020 at the redemption price of $262.1 million. The redemption price included a premium of $8.4 million, along with $0.4 million of deferred issuance costs.
19
Interest Income
(in millions)
Three Months Ended March 31,
2021
2020
Change
%
Interest income
$
(0.5)
$
(0.7)
$
0.2
(28.6)
%
Interest income decreased during the first quarter of 2021 primarily reflecting lower cash balances and lower yields.
Other Non-operating Expense (Income), net
(in millions)
Three Months Ended March 31,
2021
2020
Change
%
Other non-operating expense (income), net
$
3.6
$
(0.2)
$
3.8
NM
Other non-operating expense (income), net in the first quarter of 2021 primarily reflected the release of a portion of the indemnification asset related to the Petersen Aluminum Corporation ("Petersen") acquisition resulting from escrow expirations and changes in foreign currencies against the U.S. Dollar.
Other non-operating expense (income), net, in the first quarter of 2020 primarily reflected foreign exchange gains from the strengthening of the U.S. Dollar, partially offset by release of a portion of the indemnification asset related to the Petersen acquisition resulting from escrow expirations.
Income Taxes
(in millions)
Three Months Ended March 31,
2021
2020
Change
%
Provision for income taxes
$
13.3
$
15.5
$
(2.2)
(14.2)
%
Effective tax rate
21.3
%
19.3
%
The effective income tax rate on continuing operations for the first quarter of 2021 was 21.3%. The year-to-date provision for income taxes included taxes on earnings at an anticipated rate of 24.2% and a tax impact of $1.8 million related to discrete activity. The first-quarter net discrete tax benefit relates primarily to a reduction of prior year tax liabilities and excess tax benefits related to stock compensation.
The effective income tax rate on continuing operations for the first quarter of 2020 was 19.3%.
Income (Loss) from Discontinued Operations
(in millions)
Three Months Ended March 31,
2021
2020
Change
%
Income (loss) from discontinued operations before taxes
$
4.5
$
(4.1)
$
8.6
(209.8)
%
Provision for (benefit from) income taxes
1.4
(1.1)
Income (loss) from discontinued operations
$
3.1
$
(3.0)
Income (loss) from discontinued operations for the first quarter of 2021 reflects improved operating results from the Carlisle Brake & Friction segment, compared with the 2020 period.
20
Segment Results of Operations
Carlisle Construction Materials ("CCM")
CCM continues to benefit from the strong re-roofing cycle in the United States. In the first quarter, CCM delivered mid-single digit growth, demonstrating the resilience of this demand. Energy-efficient building envelope products and solutions for nonresidential buildings are non-discretionary and can only be deferred for so long. This factor was highlighted by the inclement weather experienced in North America in February only temporarily impacting sales at CCM, with March volumes more than offsetting the delay.
On April 20, Carlisle announced plans to build an innovative, state-of-the-art polyiso insulation manufacturing facility in Sikeston, Missouri. Consistent with Carlisle’s Vision 2025 strategy to invest in high-returning businesses to drive organic growth, the plant will support organic growth initiatives and create new jobs for the city of Sikeston and surrounding communities. The building will be constructed in accordance with the latest advances in LEED building and ESG principles. Additionally, we expect that this central location will reduce our supply chain carbon footprint and improve material lead times for customers in this region where the use of insulation in the building envelope is steadily increasing. At the new facility, CCM will manufacture energy-efficient polyiso insulation, which not only lowers energy costs for building owners and operators, but also helps reduce a building's greenhouse gas emissions.
(in millions)
Three Months Ended March 31,
Acquisition Effect
Price / Volume Effect
Exchange Rate Effect
2021
2020
Change
%
Revenues
$
719.3
$
676.4
$
42.9
6.3
%
—
%
5.7
%
0.6
%
Operating income
$
121.3
$
107.7
$
13.6
12.6
%
Operating margin percentage
16.9
%
15.9
%
Depreciation and amortization
$
23.4
$
24.8
Non-comparable items (1)
$
2.3
$
0.6
(1)Non-comparable items include items that, by their nature, tend to obscure the segment’s core operating results due to potential variability across periods based on the timing, frequency and magnitude of such items. Refer to Non-GAAP Financial Measures in this MD&A for a detailed reconciliation of these items.
CCM’s revenue increased in the first quarter of 2021 primarily reflecting higher volumes from strength in U.S. commercial roofing demand.
CCM’s operating margin percentage increase in the first quarter of 2021 primarily reflected higher volumes, lower travel and other administrative costs, and savings from COS, partially offset by raw material and wage inflation.
Carlisle Interconnect Technologies ("CIT")
CIT's results were in line with subdued expectations given the ongoing disruption in the commercial aerospace market. Given improving leading indicators, which include expanding vaccine rollout, increasing number of domestic travelers, growing aircraft manufacturers' backlogs and improvements in CIT's order book, we believe CIT is positioned for sequential improvement going forward. Taken together with the improving backlog in our medical technologies business, we are optimistic CIT will return to growth in the second half of 2021.
In 2020, as a result of the market declines caused by the effects of the COVID-19 pandemic, we announced the closure of our manufacturing operations in Kent, Washington, and the relocation of selected operations to our existing facilities primarily in North America. This project is estimated to take 12 to 18 months to complete. Total project costs are expected to approximate $18.7 million, with approximately $10.1 million remaining to be incurred.
(in millions)
Three Months Ended March 31,
Acquisition Effect
Price / Volume Effect
Exchange Rate Effect
2021
2020
Change
%
Revenues
$
155.8
$
224.5
$
(68.7)
(30.6)
%
0.8
%
(31.5)
%
0.1
%
Operating (loss) income
$
(10.7)
$
16.4
$
(27.1)
(165.2)
%
Operating margin percentage
(6.9)
%
7.3
%
Depreciation and amortization
$
18.9
$
19.1
Non-comparable items(1)
$
2.8
$
3.4
(1)Non-comparable items include items that, by their nature, tend to obscure the segment’s core operating results due to potential variability across periods based on the timing, frequency and magnitude of such items. Refer to Non-GAAP Financial Measures in this MD&A for a detailed reconciliation of these items.
21
CIT's revenue decline in the first quarter of 2021 primarily reflected lower volumes, led by the downturn in the commercial aerospace market as a result of slow recovery in build rates on narrow and wide body aircraft by original equipment manufacturers ("OEMs") given declines in airline travel.
CIT’s operating margin percentage decrease in the first quarter of 2021 was driven by lower volumes, unfavorable mix, and raw material and wage inflation, partially offset by savings from COS and lower travel and other administrative costs.
Carlisle Fluid Technologies ("CFT")
CFT delivered improved revenue and operating income performance in the quarter driven by a commitment to new product introductions, price discipline and integrating our newer platforms. With end markets strengthening, especially general industrial, the team continues to execute on Vision 2025 initiatives and focus on enhancing our customers' experience.
(in millions)
Three Months Ended March 31,
Acquisition Effect
Price / Volume Effect
Exchange Rate Effect
2021
2020
Change
%
Revenues
$
65.8
$
58.3
$
7.5
12.9
%
4.1
%
5.3
%
3.5
%
Operating income (loss)
$
4.3
$
2.8
$
1.5
53.6
%
Operating margin percentage
6.5
%
4.8
%
Depreciation and amortization
$
5.6
$
6.2
Non-comparable items(1)
$
0.7
$
0.2
(1)Non-comparable items include items that, by their nature, tend to obscure the segment’s core operating results due to potential variability across periods based on the timing, frequency and magnitude of such items. Refer to Non-GAAP Financial Measures in this MD&A for a detailed reconciliation of these items.
CFT's revenue increased in the first quarter of 2021 reflecting increased volumes, particularly in the general industrial end market, contributions from acquisitions and favorable foreign currency impacts.
CFT’s operating margin percentage performance improved in the first quarter of 2021 reflecting lower travel and other administrative costs, higher volumes and savings from COS, partially offset by wage and raw material inflation.
Liquidity and Capital Resources
A summary of our cash and cash equivalents by region follows:
(in millions)
March 31, 2021
December 31, 2020
Europe
$
115.7
$
113.7
North America (excluding U.S.)
42.3
50.8
China
20.4
18.4
Asia Pacific (excluding China)
49.0
27.0
International cash and cash equivalents
227.4
209.9
U.S. cash and cash equivalents
533.6
687.2
Total cash and cash equivalents
$
761.0
$
897.1
We maintain liquidity sources primarily consisting of cash and cash equivalents as well as availability under our Facility. In the near term, cash on hand is our primary source of liquidity. The decrease in cash and cash equivalents compared to December 31, 2020, primarily related to share repurchases, payment of dividends to shareholders and capital expenditures.
In certain countries, primarily China, our cash is subject to local laws and regulations that require government approval for conversion of such cash to U.S. Dollars, as well as for transfer of such cash, both temporarily and permanently outside of that jurisdiction. In addition, upon permanent transfer of cash outside of certain jurisdictions, primarily in China, we may be subject to withholding taxes, and as such we have accrued $3.1 million in anticipation of those taxes as of March 31, 2021.
We believe we have sufficient cash on hand, availability under the Facility and operating cash flows to meet our business requirements for at least the next 12 months. At the discretion of management, the Company may use
22
available cash on capital expenditures, dividends, common stock repurchases, acquisitions and strategic investments.
We also anticipate we will have sufficient cash on hand, as well as available liquidity under the Facility, to pay outstanding principal balances of our existing notes by the respective maturity dates. Another potential source of liquidity is access to public capital markets, subject to market conditions. We may access the capital markets to repay the outstanding balance. Refer to Debt Instruments below.
Sources and Uses of Cash and Cash Equivalents
Three Months Ended March 31,
(in millions)
2021
2020
Net cash provided by operating activities
$
67.6
$
53.2
Net cash used in investing activities
(28.4)
(24.3)
Net cash (used in) provided by financing activities
(172.8)
813.0
Effect of foreign currency exchange rate changes on cash
(1.4)
(5.4)
Change in cash and cash equivalents
$
(135.0)
$
836.5
Operating Activities
We generated operating cash flows of $67.6 million for the first three months of 2021 (including working capital uses of $54.0 million), compared with $53.2 million for the first three months of 2020 (including working capital uses of $96.0 million). Higher operating cash flows in the first three months of 2021 primarily reflected an improvement in net working capital due to supply chain management, partially offset by an increase in receivables from higher sales towards the end of the quarter.
Investing Activities
Cash used in investing activities of $28.4 million for the first three months of 2021 primarily reflected capital expenditures of $20.0 million and investment in securities of $10.2 million. Cash used in investing activities of $24.3 million for the first three months of 2020 primarily reflected capital expenditures of $22.8 million.
Financing Activities
Cash used in financing activities of $172.8 million in the first three months of 2021 primarily reflected share repurchases of $150.0 million and cash dividend payments of $28.4 million, reflecting the increased quarterly dividend of $0.525 per share. Cash provided by financing activities of $813.0 million during the first three months of 2020 primarily reflected net proceeds from our February 2020 offering of $750 million of senior notes and draws under the Facility, partially offset by the early redemption of our $250 million of senior notes due December 15, 2020 and financing costs associated with our February notes offering. Additionally during the first three months of 2020 we used cash of $120.6 million for share repurchases and $28.3 million for dividend payments.
Debt Instruments
Revolving Credit Facility (the "Facility")
During the three months ended March 31, 2021, we had no borrowings or repayments under the Facility. As of March 31, 2021, the Facility had no outstanding balance and $1.0 billion of availability. During the quarter ended March 31, 2020, borrowings under the Facility totaled $500.0 million, which were subsequently repaid during the second quarter of 2020.
Debt Covenants
We are required to meet various covenants and limitations under our senior notes and Facility, including certain leverage ratios, interest coverage ratios and limits on outstanding debt balances held by certain subsidiaries. We were in compliance with all covenants and limitations as of March 31, 2021 and December 31, 2020.
Refer to Note 12 for further information on our debt instruments.
23
Non-GAAP Financial Measures
EBIT, Adjusted EBIT, Adjusted EBITDA and Adjusted EBITDA Margin
Earnings before interest and taxes ("EBIT"), adjusted EBIT, adjusted earnings before income, taxes, depreciation and amortization ("EBITDA") and adjusted EBITDA margin are intended to provide investors and others with information about the Company's and its segments' performance without the effect of items that, by their nature, tend to obscure core operating results due to potential variability across periods based on the timing, frequency and magnitude of such items. As a result, management believes that these measures enhance the ability of investors to analyze trends in the Company’s business and evaluate the Company’s performance relative to peer companies. This information differs from net income and operating income determined in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and should not be considered in isolation or as a substitute for measures of performance determined in accordance with U.S. GAAP. The Company's and its segments' EBIT, adjusted EBIT, adjusted EBITDA and adjusted EBITDA margin follows. These non-GAAP financial measures may not be comparable to similarly titled measures reported by other companies.
Three Months Ended March 31,
(in millions)
2021
2020
Net income (GAAP)
$
52.2
$
61.8
Less: income (loss) from discontinued operations (GAAP)
3.1
(3.0)
Income from continuing operations (GAAP)
49.1
64.8
Provision for income taxes
13.3
15.5
Interest expense, net
19.2
19.0
Interest income
(0.5)
(0.7)
EBIT
81.1
98.6
Exit and disposal, and facility rationalization costs
3.1
3.5
Inventory step-up amortization and acquisition costs
0.9
0.7
Impairment charges
—
—
Losses from acquisitions and disposals
3.4
0.2
Losses from insurance
—
—
Losses from litigation
—
—
Losses on extinguishment of debt
—
8.8
Total non-comparable items
7.4
13.2
Adjusted EBIT
88.5
111.8
Depreciation
20.3
20.2
Amortization
29.0
30.7
Adjusted EBITDA
$
137.8
$
162.7
Divided by:
Total revenues
$
940.9
$
959.2
Adjusted EBITDA margin
14.6
%
17.0
%
24
Three Months Ended March 31, 2021
(in millions)
CCM
CIT
CFT
Corporate and unallocated
Operating income (loss) (GAAP)
$
121.3
$
(10.7)
$
4.3
$
(30.2)
Non-operating expense(1)
2.2
—
0.4
1.0
EBIT
119.1
(10.7)
3.9
(31.2)
Exit and disposal, and facility rationalization costs
—
2.5
0.6
—
Inventory step-up amortization and acquisition costs
—
—
0.1
0.8
Impairment charges
—
—
—
—
Losses from acquisitions and disposals
2.3
0.3
—
0.8
Losses from insurance
—
—
—
—
Losses from litigation
—
—
—
—
Losses on extinguishment of debt
—
—
—
—
Total non-comparable items
2.3
2.8
0.7
1.6
Adjusted EBIT
121.4
(7.9)
4.6
(29.6)
Depreciation
11.9
6.3
1.2
0.9
Amortization
11.5
12.6
4.4
0.5
Adjusted EBITDA
$
144.8
$
11.0
$
10.2
$
(28.2)
Divided by:
Total revenues
$
719.3
$
155.8
$
65.8
$
—
Adjusted EBITDA margin
20.1
%
7.1
%
15.5
%
NM
(1)Includes other non-operating (income) expense, which may be presented in separate line items on the Condensed Consolidated Statements of Income.
Three Months Ended March 31, 2020
(in millions)
CCM
CIT
CFT
Corporate and unallocated
Operating income (loss) (GAAP)
$
107.7
$
16.4
$
2.8
$
(19.7)
Non-operating expense (income)(1)
0.3
(0.8)
(3.3)
12.4
EBIT
107.4
17.2
6.1
(32.1)
Exit and disposal, and facility rationalization costs
0.1
3.4
—
—
Inventory step-up amortization and acquisition costs
0.2
—
0.2
0.3
Impairment charges
—
—
—
—
Losses (gains) from acquisitions and disposals
0.3
—
—
(0.1)
Losses from insurance
—
—
—
—
Losses from litigation
—
—
—
—
Losses on extinguishment of debt
—
—
—
8.8
Total non-comparable items
0.6
3.4
0.2
9.0
Adjusted EBIT
108.0
20.6
6.3
(23.1)
Depreciation
12.2
6.0
1.3
0.7
Amortization
12.6
13.1
4.9
0.1
Adjusted EBITDA
$
132.8
$
39.7
$
12.5
$
(22.3)
Divided by:
Total revenues
$
676.4
$
224.5
$
58.3
$
—
Adjusted EBITDA margin
19.6
%
17.7
%
21.4
%
NM
(1)Includes other non-operating (income) expense, which may be presented in separate line items on the Condensed Consolidated Statements of Income.
25
Outlook
Our expectations for segment and total revenues for 2021, compared to 2020 follow:
2021 Revenue
Primary Drivers
Carlisle Construction Materials
Low-double digit growth
•Strong re-roofing demand
•Price discipline
•Strong architectural metals, European and polyurethanes markets
Carlisle Interconnect Technologies
Mid-to-high-single digit decline
•Commercial aerospace performance at or near bottom; backlog improving
Carlisle Fluid Technologies
Low-double digit growth
•Focus on new product introductions and price realization
•Markets strengthening
Total Carlisle
Low-double digit growth
For the year 2021, we expect:
•Corporate expenses of approximately $120 million;
•Depreciation and amortization expense of approximately $225 million;
•Capital expenditures between $150 million and $175 million;
•Interest expense, net of interest income, of approximately $75 million; and
•Base tax rate of approximately 25%.
Forward-Looking Statements
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the potential or expected impacts of the global COVID-19 pandemic. Forward-looking statements generally use words such as "expect," "foresee," "anticipate," "believe," "project," "should," "estimate," "will," "plans," "intends," "forecast," and similar expressions, and reflect our expectations concerning the future. 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 our future performance may differ materially from current expectations expressed in these forward-looking statements, due to a variety of factors such as: risks from the global COVID-19 pandemic, including, for example, expectations regarding the impact of COVID-19 on our businesses, including on customer demand, supply chains and distribution systems, production, our ability to maintain appropriate labor levels, our ability to ship products to our customers, our future results, or our full-year financial outlook; 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 identification of strategic acquisition targets and our successful completion of any transaction and integration of our strategic acquisitions; the cyclical nature of our businesses; and the outcome of pending and future litigation and governmental proceedings; and the other factors discussed in the reports we file with or furnish to the Securities and Exchange Commission ("SEC") from time to time. 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. Any forward-looking statement speaks only as of the date on which that statement is made, and we undertake no duty to update any forward-looking statement to reflect events or circumstances, including unanticipated events, after the date on which that statement is made, unless otherwise required by law. New factors emerge from time to time and it is not possible for management to predict all of those factors, nor can it assess the impact of each of those factors on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statement.
