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CSL > SEC Filings for CSL > Form 8-K on 7-Jan-2014All Recent SEC Filings

Show all filings for CARLISLE COMPANIES INC

Form 8-K for CARLISLE COMPANIES INC


7-Jan-2014

Completion of Acquisition or Disposition of Assets, Regulation FD Disclosu


Item 2.01 Completion of Acquisition or Disposition of Assets.

On December 31, 2013, Carlisle Companies Incorporated, a Delaware corporation (the "Company"), and certain of the Company's wholly-owned indirect subsidiaries (the "Affiliates") completed the previously announced series of definitive agreements (the "Sale Agreement") to sell its Transportation Products Business to CTP Transportation Products, LLC, a Delaware limited liability company affiliated with American Industrial Partners ("Buyer") for aggregate cash consideration of $372.9 million, net of customary adjustments. The final purchase price is subject to a net working capital adjustment to be settled within 60 days of the closing date. Target Net Working Capital, as defined in the Sale Agreement, is $205.0 million.



Item 7.01. Regulation FD Disclosure.

On December 31, 2013, the Company announced that it had completed the previously announced series of definitive agreements to sell its Transportation Products Business to American Industrial Partners for aggregate cash consideration of $375 million, subject to certain adjustments. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished herewith and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.



Item 9.01. Financial Statements and Exhibits

(b) Pro forma financial information

The accompanying Unaudited Pro Forma Condensed Consolidated Statements of Operations or the nine months ended September 30, 2013 and 2012, and for the years ended December 31, 2012, 2011 and 2010 reflect the disposition of the Transportation Products Business (the "Transaction"), as described in Item 2.01 above, as if it had occurred on January 1, 2010. The accompanying Unaudited Pro Forma Condensed


Consolidated Balance Sheet as of September 30, 2013 reflects the Transaction as if it had occurred on September 30, 2013.

The accompanying unaudited pro forma condensed consolidated financial statements have been derived primarily from and should be read in conjunction with the Company's audited consolidated financial statements as of December 31, 2012, including the notes thereto, included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012 as well as the unaudited condensed consolidated financial statements as of September 30, 2013, including the notes thereto, included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013. The unaudited pro forma condensed consolidated financial statements are based upon available information and assumptions that the Company believes are reasonable under the circumstances and have been prepared to illustrate the estimated effects of the Transaction, if the Transaction occurred as of and on the dates specified above.

The accompanying unaudited pro forma condensed consolidated financial statements are provided for informational purposes only and are not necessarily indicative of the consolidated financial position or results of operations of the Company that would have been reported had the Transaction been completed at the dates indicated nor are they indicative of the Company's future consolidated financial position or results of operations. Amounts reported in future financial statements with the Securities and Exchange Commission for the periods presented herein could differ from these pro forma condensed consolidated financial statements.


                        Carlisle Companies Incorporated

        Unaudited Pro Forma Condensed Consolidated Statement of Earnings

                  For the Nine Months Ended September 30, 2013



                                                                     Adjustmets
                                                                   Resulting from
                                                                     Disposal of
(in millions except share amounts)              As Reported(a)         CTP(b)            Pro Forma
Net sales                                      $        2,821.9    $        (602.9 )    $   2,219.0

Cost of goods sold                                      2,159.3             (500.1 )        1,659.2
Selling and administrative expenses                       321.2              (55.7 )          265.1
                                                                              (0.4 )(c)
Research and development expenses                          27.4               (5.6 )           21.8
Impairment of assets                                      100.0             (100.0 )              -
Other (income) expense, net                                (2.0 )              0.1             (1.9 )

Earnings before interest and income taxes                 216.0               58.8            274.8

Interest expense, net                                      25.4                  -             25.4
Earnings before income taxes from
continuing operations                                     190.6               58.8            249.4

Income tax expense                                         50.5               24.3 (d)         74.8
Income from continuing operations              $          140.1    $          34.5      $     174.6

Earnings per share from continuing
operations
Basic                                          $           2.19    $          0.54      $      2.73
Diluted                                                    2.16               0.54             2.70

Average shares outstanding - in thousands
Basic                                                    63,429                              63,429
Diluted                                                  64,714                              64,714

See accompanying notes to these Unaudited Pro Forma Condensed Consolidated Financial Statements


                        Carlisle Companies Incorporated

        Unaudited Pro Forma Condensed Consolidated Statement of Earnings

                  For the Nine Months Ended September 30, 2012



                                                                     Adjustmets
                                                                   Resulting from
                                                                     Disposal of
(in millions except share amounts)              As Reported(a)         CTP(b)            Pro Forma
Net sales                                      $        2,783.8    $        (616.3 )    $   2,167.5

Cost of goods sold                                      2,091.2             (511.2 )        1,580.0
Selling and administrative expenses                       314.6              (53.3 )          261.3
Research and development expenses                          24.4               (5.2 )           19.2
Impairment of assets                                          -                  -                -
Other (income) expense, net                                 6.5               (0.3 )            6.2

Earnings before interest and income taxes                 347.1              (46.3 )          300.8

Interest expense, net                                      19.2                  -             19.2
Earnings before income taxes from
continuing operations                                     327.9              (46.3 )          281.6

Income tax expense                                        108.7              (14.0 )(d)        94.7
Income from continuing operations              $          219.2    $         (32.3 )    $     186.9

Earnings per share from continuing
operations
Basic                                          $           3.50    $         (0.52 )    $      2.98
Diluted                                                    3.43              (0.51 )           2.92

Average shares outstanding - in thousands
Basic                                                    62,347                              62,347
Diluted                                                  63,520                              63,520

See accompanying notes to these Unaudited Pro Forma Condensed Consolidated Financial Statements


                        Carlisle Companies Incorporated

        Unaudited Pro Forma Condensed Consolidated Statement of Earnings

                      For the Year Ended December 31, 2012



                                                                     Adjustmets
                                                                   Resulting from
                                                                     Disposal of
(in millions except share amounts)              As Reported(e)         CTP(b)            Pro Forma
Net sales                                      $        3,629.4    $        (778.2 )    $   2,851.2

Cost of goods sold                                      2,731.7             (650.7 )        2,081.0
Selling and administrative expenses                       427.7              (71.0 )          356.7
Research and development expenses                          33.0               (6.8 )           26.2
Impairment of assets                                          -                  -                -
Other (income) expense, net                                12.7               (0.4 )           12.3

Earnings before interest and income taxes                 424.3              (49.3 )          375.0

Interest expense, net                                      25.5                  -             25.5
Earnings before income taxes from
continuing operations                                     398.8              (49.3 )          349.5

Income tax expense                                        131.5              (15.5 )(d)       116.0
Income from continuing operations              $          267.3    $         (33.8 )    $     233.5

Earnings per share from continuing
operations
Basic                                          $           4.25    $         (0.54 )    $      3.71
Diluted                                                    4.18              (0.53 )           3.65

Average shares outstanding - in thousands
Basic                                                    62,513                              62,513
Diluted                                                  63,610                              63,610

See accompanying notes to these Unaudited Pro Forma Condensed Consolidated Financial Statements


                        Carlisle Companies Incorporated

        Unaudited Pro Forma Condensed Consolidated Statement of Earnings

                      For the Year Ended December 31, 2011



                                                                     Adjustmets
                                                                   Resulting from
                                                                     Disposal of
(in millions except share amounts)              As Reported(e)         CTP(b)            Pro Forma
Net sales                                      $        3,224.5    $        (732.1 )    $   2,492.4

Cost of goods sold                                      2,547.4             (639.1 )        1,908.3
Selling and administrative expenses                       376.6              (77.8 )          298.8
Research and development expenses                          28.7               (7.0 )           21.7
Impairment of assets                                          -                  -                -
Other (income) expense, net                                (3.3 )              0.9             (2.4 )

Earnings before interest and income taxes                 275.1               (9.1 )          266.0

Interest expense, net                                      21.2                  -             21.2
Earnings before income taxes from
continuing operations                                     253.9               (9.1 )          244.8

Income tax expense                                         72.0               (0.9 )(d)        71.1
Income from continuing operations              $          181.9    $          (8.2 )    $     173.7

Earnings per share from continuing
operations
Basic                                          $           2.93    $         (0.13 )    $      2.80
Diluted                                                    2.88              (0.13 )           2.75

Average shares outstanding - in thousands
Basic                                                    61,457                              61,457
Diluted                                                  62,495                              62,495

See accompanying notes to these Unaudited Pro Forma Condensed Consolidated Financial Statements


                        Carlisle Companies Incorporated

        Unaudited Pro Forma Condensed Consolidated Statement of Earnings

                      For the Year Ended December 31, 2010



                                                                     Adjustmets
                                                                   Resulting from
                                                                     Disposal of
(in millions except share amounts)              As Reported(e)         CTP(b)            Pro Forma
Net sales                                      $        2,527.7    $        (684.8 )    $   1,842.9

Cost of goods sold                                      1,999.0             (591.8 )        1,407.2
Selling and administrative expenses                       310.5              (65.8 )          244.7
Research and development expenses                          23.2               (6.8 )           16.4
Impairment of assets                                          -                  -                -
Other (income) expense, net                                (1.1 )              0.4             (0.7 )

Earnings before interest and income taxes                 196.1              (20.8 )          175.3

Interest expense, net                                       8.3                  -              8.3
Earnings before income taxes from
continuing operations                                     187.8              (20.8 )          167.0

Income tax expense                                         57.2               (3.0 )(d)        54.2
Income from continuing operations              $          130.6    $         (17.8 )    $     112.8

Earnings per share from continuing
operations
Basic                                          $           2.12    $         (0.29 )    $      1.83
Diluted                                                    2.10              (0.29 )           1.81

Average shares outstanding - in thousands
Basic                                                    60,901                              60,901
Diluted                                                  61,592                              61,592

See accompanying notes to these Unaudited Pro Forma Condensed Consolidated Financial Statements


                        Carlisle Companies Incorporated

            Unaudited Pro Forma Condensed Consolidated Balance Sheet

                            As of September 30, 2013



                                                                        Adjustments
                                                                      Resulting from
(in millions except share amounts)                As Reported(a)      Disposal of CTP        Pro Forma

Assets
Current assets:
Cash and cash equivalents                        $          332.4    $           372.9 (f)  $     685.8
                                                                                 (19.5 )(f)
Receivables, net                                            572.3                (84.1 )(g)       488.2
Inventories                                                 481.3               (181.5 )(g)       299.8
Deferred income taxes                                        41.8                 (0.5 )(g)        36.1
                                                                                  (5.2 )(h)
Prepaid expenses and other current assets                    34.3                 (3.9 )(g)        30.4
Total current assets                                      1,462.1                 78.2          1,540.3

Property, plant and equipment, net                          645.3               (162.2 )(g)       483.1

Other assets:
Goodwill, net                                               859.6                    - (g)        859.6
Other intangible assets, net                                590.4                 (2.7 )(g)       587.7
Other long-term assets                                       35.3                 (0.2 )(g)        35.0
                                                                                  (0.1 )(h)
Non-current assets held for sale                              4.2                    - (g)          4.2
Total other assets                                        1,489.5                 (3.0 )        1,486.5

TOTAL ASSETS                                     $        3,596.9    $           (87.0 )    $   3,509.9

Liabilities and Shareholders' Equity
Current liabilities:
Short-term debt, including current maturities    $              -    $               - (g)  $         -
Accounts payable                                            274.3                (63.6 )(g)       210.7
Accrued expenses                                            224.2                (21.0 )(g)       206.7
                                                                                  (1.4 )(i)
                                                                                   4.9 (j)
Deferred revenue                                             17.1                    - (g)         17.1
Total current liabilities                                   515.6                (81.1 )          434.5

Long-term liabilities:
Long-term debt                                              752.6                 (0.1 )(g)       752.5
Deferred revenue                                            140.7                    - (g)        140.7
Other long-term liabilities                                 264.4                 (1.3 )(g)       250.0
                                                                                 (13.1 )(h)
Total long-term liabilities                               1,157.7                (14.5 )        1,143.2

Total shareholders' equity                                1,923.6                  8.6 (k)      1,932.2

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY       $        3,596.9    $           (87.0 )    $   3,509.9

See accompanying notes to these Unaudited Pro Forma Condensed Consolidated Financial Statements


NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



(a) Condensed Consolidated Statements of Earnings and Condensed Consolidated Balance Sheet, as applicable, included in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2013 for the respective periods presented.

(b) Excludes corporate costs historically allocated to the Transportation Products segment which will be reallocated to other segments or will remain at corporate in historical and future financial statements.

(c) Costs incurred by the Company to complete the Transaction.

(d) Tax effects of pro forma adjustments to the Condensed Consolidated Statements of Earnings are based on the respective statutory tax rates in the jurisdictions in which the Transportation Products Business operated, primarily in the United States at 35% for all periods and in China at 25% for 2012 and 12.5% for 2011 and 2010, in effect during the respective periods.

(e) Condensed Consolidated Statements of Earnings derived from the Company's Annual Report on Form 10-K for the year ended December 31, 2012 for the respective periods presented.

(f) Total cash proceeds from the Transaction were $372.9 million, net of customary adjustments. The final purchase price is subject to a net working capital adjustment to be settled within 60 days of the closing date. Target Net Working Capital, as defined in the Sale Agreement, is $205.0 million. As of September 30, 2013, the working capital adjustment is expected to result in a $19.5 million reduction in proceeds.

(g) Amounts reflect the assets to be acquired and the liabilities to be assumed by the Buyer in the Transaction, including certain deferred tax assets and liabilities associated with entities within the Transportation Products Business in China and The Netherlands.

(h) Certain amounts historically reported for deferred taxes associated with entities within the Transportation Products Business in the United States and Canada as of September 30, 2013 have been reclassified to current taxes payable to reflect the estimated tax liability due as if the Transaction were consummated on that date.

(i) Estimated current taxes payable as if the Transaction were consummated on September 30, 2013.

(j) Estimated transaction fees remaining to be incurred by the Company as of September 30, 2013.


(k) Reflects the estimated net increase in shareholders' equity, net of estimated taxes and transaction fees. In addition to the $3.2 million estimated gain on sale, the Transaction includes 1) an $8.5 million increase to accumulated other comprehensive income for partial settlement and curtailment of pension obligation related to plan participants employed by the Transportation Products Business, 2) a $5.3 million decrease to accumulated other comprehensive income for disposition of cumulative translation adjustment, and 3) a $2.2 million increase in additional paid-in capital for modification of equity awards granted to employees of the Transportation Products Business. The actual gain on sale of the Transportation Products Business is subject to a net working capital adjustment to be settled within 60 days of the closing date.

(d) Exhibits

See Exhibit Index attached hereto.


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