CARLISLE COMPANIES INC

Previous wording

Our acquisition playbook continues to deliver results. Our recent acquisitions of MTL Holdings LLC ("MTL"), PFB Holdco, Inc. ("PFB"), and select assets of ThermaFoam Operating LLC, PowerFoam LLC, and ThermaFoam Real Estate LLC, (collectively, "ThermaFoam") contributed $50 million of revenue in the first quarter, and we expect all three of these acquisitions to exceed our original synergy projections.

Current wording

We continued to execute our proven Mergers & Acquisitions playbook to strategically allocate capital toward acquisitions that align with our Vision 2030 strategy. Our most recent acquisition of selected assets of Bonded Logic, Inc. and Phoenix Fibers, LLC (collectively, "Bonded Logic") strengthens our portfolio of innovative solutions for more energy-efficient buildings and enhances our position in the North American insulation market. This acquisition also supports the growth of our Henry UltraTouch denim insulation product, which was named a 2025 finalist for The Home Depot Merchandising Innovation Award—an honor recognizing products that are transforming the home improvement industry. Additionally, we expect annual synergies from our recent acquisitions of MTL Holdings LLC ("MTL"), PFB Holdco, Inc ("PFB"), and selected assets of ThermaFoam Operating LLC, PowerFoam LLC, and ThermaFoam Real Estate LLC (collectively, "ThermaFoam") to exceed $34 million, while gaining traction in cross-selling opportunities through our comprehensive building envelope systems approach.

Previous wording

Revenues were flat in the first quarter of 2025, primarily reflecting higher sales in our non-residential construction end-market of $19.3 million driven by recent acquisitions, partially offset by lower sales in our residential construction end-market of $15.7 million driven by lower construction activity and unfavorable weather conditions.

Current wording

Revenues were flat in the second quarter and the first six months of 2025, primarily reflecting higher sales in our non-residential construction end-market of $6.7 million and $26.0 million, respectively, driven by recent acquisitions, offset by lower sales in our residential construction end-market of $4.2 million and $19.9 million, respectively, driven by lower new construction activity.

Previous wording

Selling and administrative expenses increased in the first quarter of 2025, primarily due to higher wage and benefit expenses of $10.7 million, amortization expense of $7.2 million, and acquisition costs of $5.3 million, all driven by the acquisitions of MTL, PFB and ThermaFoam.

Current wording

Selling and administrative expenses increased in the second quarter and the first six months of 2025, primarily due to higher wage and benefit expenses of $2.3 million and $13.0 million, respectively, amortization expense of $4.1 million and $11.3 million, respectively, and other acquisition-related costs of $2.0 million and $7.3 million, respectively, all driven by the acquisitions of MTL, PFB, ThermaFoam, and Bonded Logic.

Previous wording

Research and development expenses increased in the first quarter of 2025, primarily due to higher new product development expenses. The increase in research and development expenses is consistent with a key pillar of Vision 2030 to drive innovation with a commitment to investing in the creation of new products and solutions that add value through advancements in sustainability and energy and labor efficiencies.

Current wording

Research and development expenses increased in the second quarter and the first six months of 2025, primarily due to higher new product development expenses. The increase in research and development expenses is consistent with a key pillar of Vision 2030 to drive innovation with a commitment to investing in the creation of new products and solutions that add value through advancements in sustainability and energy and labor efficiencies.

Previous wording

Interest expense decreased in the first quarter of 2025, primarily due to lower long-term debt balances associated with the redemption of $400.0 million of 3.50% notes in December 2024. Refer to Note 10 for further information on our long-term debt.

Current wording

Interest expense decreased in the second quarter and the first six months of 2025, primarily due to lower long-term debt balances associated with the redemption of $400.0 million of 3.50% notes in December 2024. Refer to Note 10 for further information on our long-term debt.

Previous wording

Interest income decreased during the first quarter of 2025, primarily due to lower yields.

Current wording

Interest income decreased during the second quarter and the first six months of 2025, primarily due to a lower invested cash balance and lower yields.

Previous wording

The provision for income taxes on continuing operations decreased during the first quarter of 2025, primarily due to lower pre-tax income. The year-to-date provision for income taxes included taxes on earnings at an anticipated rate of 23.3% and a tax benefit of $5.8 million from discrete activity primarily related to reduced prior year tax liabilities and excess tax benefits from employee stock compensation.

Current wording

The provision for income taxes on continuing operations decreased during the second quarter and the first six months of 2025, primarily due to lower pre-tax income. The year-to-date provision for income taxes included taxes on earnings at an anticipated rate of 23.2% and a tax benefit of $12.6 million from discrete activity primarily related to excess tax benefits from stock compensation and reduced prior year tax liabilities.

Previous wording

CCM’s revenue increased in the first quarter of 2025, primarily due to higher sales in the non-residential construction end-market of $16.0 million driven by the acquisition of MTL and positive end-market demand partially offset by the year-over-year impact of negative weather and lower carryover pricing from 2024. CCM’s operating margin and adjusted EBITDA margin decreased in the first quarter of 2025, primarily due to the lower carryover pricing from 2024.

Current wording

CCM’s revenue increased in the second quarter and the first six months of 2025, primarily due to higher sales in the non-residential construction end-market of $4.7 million and $20.7 million respectively, driven by the acquisition of MTL. CCM’s operating margin and adjusted EBITDA margin decreased in the second quarter and the first six months of 2025, primarily due to higher operating costs, investments in innovation and Carlisle Experience enhancements.

Previous wording

CWT’s revenue decrease in the first quarter of 2025 primarily reflected lower sales in the residential construction end-market of $14.6 million, resulting from lower new construction activity and lower retail sales due to the drier-than-normal West Coast winter, partially offset by the acquisitions of PFB and ThermaFoam. CWT’s operating margin and adjusted EBITDA margin decrease in the first quarter of 2025 primarily reflected a decline in volumes.

Current wording

CWT’s revenue decrease in the second quarter and the first six months of 2025 primarily reflected lower sales in the residential construction end-market of $6.2 million and $20.8 million respectively. Lower sales volumes due to continued softness in new construction activity were partially offset by the acquisitions of PFB and ThermaFoam. CWT’s operating margin and adjusted EBITDA margin decrease in the second quarter and the first six months of 2025 was primarily due to increased unit costs resulting from higher absorption of fixed costs on lower volumes.

Previous wording

Additional sources of liquidity may be obtained through access to public markets, subject to market conditions. The Company may consider such access for purposes that include the repayment of outstanding debt and the funding of acquisitions. For further details regarding long-term debt, refer to Note 10.

Current wording

Additional sources of liquidity may be obtained through access to the capital markets, subject to market conditions. The Company may consider such access for purposes that include the repayment of outstanding debt and the funding of acquisitions. For further details regarding long-term debt, refer to Note 10.

Previous wording

Cash provided by operating activities of $1.8 million for the first three months of 2025 decreased by $161.7 million compared to the first three months of 2024, primarily due to lower income from continuing operations of $30.8 million and higher working capital uses of $108.5 million. Working capital usually increases in the first quarter as year-end liabilities are paid and the construction season ramps up. Compared to 2024, working capital uses increased by $29.1 million for accounts receivable due to timing of sales and $28.1 million for accounts payable due to timing of expenses and payments. Working capital uses also increased by $45.7 million for other current liabilities paid in the first quarter related to accrued employee incentive compensation and taxes payable that were higher at December 31, 2024 compared to December 31, 2023.

Current wording

Cash provided by operating activities of $288.9 million for the first six months of 2025 decreased by $58.0 million compared to the first six months of 2024, primarily due to lower income from continuing operations of $60.5 million and higher working capital uses of $30.7 million. Compared to 2024, working capital uses increased by $28.2 million for accounts receivable due to timing of sales and $32.6 million for accounts payable due to timing of expenses and payments. Working capital uses also increased by $20.4 million for other current liabilities paid in the first six months of 2025 related to accrued employee incentive compensation and taxes payable that were higher at December 31, 2024 compared to December 31, 2023. Working capital uses decreased $50.8 million due to lower inventory investments in the first six months of 2025 compared to the first six months of 2024.

Previous wording

Cash used in investing activities of $78.9 million for the first three months of 2025 primarily reflected the purchase of ThermaFoam for $52.9 million and capital expenditures of $29.0 million. Cash used in investing activities of $32.0 million for the first three months of 2024 primarily reflected capital expenditures of $32.5 million.

Current wording

Cash used in investing activities of $165.9 million for the first six months of 2025 primarily reflected the purchases of ThermaFoam for $52.9 million and Bonded Logic for $57.7 million, and capital expenditures of $57.8 million. Cash provided by investing activities of $1,526.6 million for the first six months of 2024 primarily reflected proceeds from the sale of Carlisle Interconnect Technologies, net of cash disposed, of $1,995.3 million, partially offset by the purchase of MTL for $412.8 million, net of cash acquired, and capital expenditures of $57.4 million.

Previous wording

Cash used in financing activities of $456.4 million in the first three months of 2025 primarily reflected share repurchases of $400.0 million and cash dividend payments of $45.2 million ($1.00 per share). Cash used in financing activities of $166.1 million in the first three months of 2024 primarily reflected share repurchases of $150.0 million and cash dividend payments of $41.5 million ($0.85 per share), partially offset by net proceeds of $26.3 million from the exercise of stock options.

Current wording

Cash used in financing activities of $808.9 million in the first six months of 2025 primarily reflected share repurchases of $700.0 million and cash dividend payments of $88.3 million. Cash used in financing activities of $741.9 million in the first six months of 2024 primarily reflected share repurchases of $700.0 million and cash dividend payments of $81.7 million, partially offset by net proceeds of $43.7 million from the exercising of stock options.

Previous wording

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally use words such as "expect," "foresee," "anticipate," "believe," "project," "should," "estimate," "will," "plans," "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: 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 that cannot be recovered in product pricing; domestic and foreign governmental and public policy changes including environmental and industry regulations; the ability of our customers to maintain appropriate labor levels under U.S. immigration laws, policies and practices; the ability to meet our goals relating to our intended reduction of greenhouse gas emissions, including our net zero commitments; 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; our successful completion of strategic dispositions; the cyclical nature of our businesses; the impact of information technology, cybersecurity, artificial intelligence or data security breaches at our businesses or third parties; the outcome of pending and future litigation and governmental proceedings; the emergence or continuation of widespread health emergencies, including, for example, expectations regarding their impact 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; and the other factors discussed in the reports we file with or furnish to the Securities and Exchange Commission 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 inflation and interest rate and currency exchange rate fluctuations. Further, any conflict in the international arena, including the Russian invasion of Ukraine and war in the Middle East, may adversely affect general market condit…

Excerpt shortened here; the source contains the full paragraph.

Current wording

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements generally use words such as "expect," "foresee," "anticipate," "believe," "project," "should," "estimate," "will," "plans," "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: 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 that cannot be recovered in product pricing; domestic and foreign governmental and public policy changes including environmental and industry regulations; the ability of our customers to maintain appropriate labor levels under U.S. immigration laws, policies and practices; the ability to meet our goals relating to our intended reduction of greenhouse gas emissions, including our net zero commitments; 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; our successful completion of strategic dispositions; the cyclical nature of our businesses; the impact of information technology, cybersecurity, artificial intelligence or data security breaches at our businesses or third parties; the outcome of pending and future litigation and governmental proceedings; the emergence or continuation of widespread health emergencies; and the other factors discussed in the reports we file with or furnish to the Securities and Exchange Commission 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 inflation, interest rate and currency exchange rate fluctuations, and tariffs. Further, any conflict in the international arena, including the Russian invasion of Ukraine and war in the Middle East, 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, …

Excerpt shortened here; the source contains the full paragraph.