-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WWCkjkmKiACQ8PXP862K4YmokLS5FFf/X7nTm0SrmJjSj7P86C3CZn8ea9mNjwK6 7XIfDH1F3a+9sKUvIF0S4A== 0000804212-97-000002.txt : 19970127 0000804212-97-000002.hdr.sgml : 19970127 ACCESSION NUMBER: 0000804212-97-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970123 ITEM INFORMATION: Other events FILED AS OF DATE: 19970124 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AIRGAS INC CENTRAL INDEX KEY: 0000804212 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-CHEMICALS & ALLIED PRODUCTS [5160] IRS NUMBER: 560732648 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09344 FILM NUMBER: 97510249 BUSINESS ADDRESS: STREET 1: 100 MATSONFORD RD STE 550 STREET 2: 5 RADNOR CORPORATE CENTER CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 2156875253 MAIL ADDRESS: STREET 1: 5 RADNOR CORPORATE CENTER, STE 550 STREET 2: 100 MATSONFORD ROAD CITY: RADNOR STATE: PA ZIP: 19087 8-K 1 FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): January 23, 1997 AIRGAS, INC. ______________________________________________________ (Exact name of registrant as specified in its charter) Delaware 1-9344 56-0732648 _______________ _______________________ _____________ (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification incorporation) No.) 100 Matsonford Road, Suite 550 Radnor, PA 19087 _______________________________________ (Address of principal executive offices) Registrant's telephone number, including area code: (610) 687-5253 _______________ 2 Item 5. Other Events. ____________ On January 23, 1997, Airgas, Inc. reported its earnings for the third quarter ended December 31, 1996. The earnings report is described in the press release attached as Exhibit 99 and incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits __________________________________________________________________ (a) None (b) None (c) Exhibits. 99 Press Release dated January 23, 1997 3 Signatures __________ Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AIRGAS, INC. BY: /s/ Jeffrey P. Cornwell _______________________ (Jeffrey P. Cornwell) Vice President - Finance and Corporate Controller DATED: January 24, 1997 EX-99 2 EX-99.1 - PRESS RELEASE 4 For More Information: Jeffrey P. Cornwell James N. Borum (610) 687-5253 AIRGAS, INC. REPORTS HIGHER THIRD QUARTER EARNINGS AND RECORD CASH FLOW RADNOR, Pennsylvania, January 23, 1997 Airgas, Inc. (NYSE-ARG) reported today an increase in net earnings of 12% to $10,960,000 during the third quarter ended December 31, 1996 compared to $9,817,000 in the same quarter last year. Earnings per share increased by 7% to $.16 from $.15 for the same quarter last year. After tax cash flow (net earnings plus depreciation, amortization and deferred income taxes) reached record levels increasing 21% to $29,889,000 compared to $24,673,000 for the same quarter last year. After tax cash flow per share increased by 16% to $.43 from $.37 for the same quarter last year. Net sales increased 43% to $297,203,000 during the quarter compared to the same quarter in the prior year primarily due to the acquisition of 39 distribution businesses since October 1, 1995. For the nine months ended December 31, 1996, net earnings increased by 17% to $33,420,000 , and sales increased by 41% to $850,013,000. Net earnings were $28,606,000 on sales of $601,851,000 for the prior year. Earnings per share increased by 14% to $.49 from $.43 for the same period last year. After tax cash flow increased by 22% to $86,386,000 compared to $71,000,000 in the same period last year. After tax cash flow per share increased by 19% to $1.27 from $1.08 in the same period last year. Airgas' Chairman of the Board and Chief Executive Officer, Peter McCausland, commented, "Positive earnings growth this quarter from an increase in gross profits from same-store distribution sales was offset by dilution from recent acquisitions, our 45% Joint Venture investment in National Welders Supply and the start-up of Airgas Direct Industrial. Our Distribution hubs made a positive contribution to our earnings growth, but that contribution was tempered by the performance of certain hubs which have recently experienced heavy acquisition activity and an unusually large number of start-up branches." Mr. McCausland added, "The quarter was impacted by the effects of a sluggish industrial economy, compounded by the mid-week timing of the Christmas and New Year's Day holidays and weather-related shutdowns. Same-store distribution sales growth slowed to 1% during the month of December as a result of significantly lower sales levels during the last two weeks of the month." In a separate matter, as announced on December 23, 1996, Airgas was the victim of a fraudulent breach of contract by a third party supplier related to purchases of refrigerant R-12. Immediately upon discovering the fraud, the Company launched an intense effort to recover funds paid to the supplier and/or product. Pending and potential lawsuits and insurance claims preclude the Company from commenting further on the recovery efforts. 5 Based on limited information currently available, the Company is unable to quantify the probable amount of the loss or recovery which may be associated with the fraud. The Company believes the maximum pre-tax loss, including associated costs of the investigation and before considering any recoveries, will not exceed $23 million. The Company believes there will be recoveries of assets related to the fraud, including cash in bank accounts frozen under restraining orders, net assets of the refrigerant supplier which breached the contract and insurance proceeds under Airgas and the refrigerant supplier's policies. The aggregate recovery amount is subject to change, even in the near term, as additional assets are recovered, additional claims are asserted or the market value of restrained assets fluctuates. The Company will continue to vigorously pursue all possible sources of recovery. The Company anticipates that it will record a charge to earnings during the fourth quarter ending March 31, 1997, pending a full investigation of the facts and information pertaining to the loss and potential remedies. Mr. McCausland added that, "This incident was related to a non-core product and does not have a material effect on the Company's continuing business, financial strength, plans or growth prospects." Pursuant to a stock purchase program previously authorized by the Board of Directors, the Company purchased approximately 15,000 shares of its Common Stock during the quarter. Purchases of the Company's common stock will be used to fund acquisitions and employee benefit programs and are made in open market transactions, from time-to-time, depending upon market conditions. Currently, the Airgas distributor network includes over 570 locations in 41 states, Mexico and Canada. Airgas is the largest distributor of industrial, medical and specialty gases and related equipment in North America. Airgas can be visited via the Internet at http://www.airgas.com. This press release may contain statements that are forward-looking, as that term is defined by the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission in its rules, regulations and releases. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. All forward-looking statements are based on current expectations regarding important risk factors. Accordingly, actual results may differ materially from those expressed in the forward-looking statements, and the making of such statements should not be regarded as a representation by the Company or any other person that the results expressed therein will be achieved. Important risk factors include, but are not limited, to the Company's ability to consolidate and integrate new acquisitions, the Company's ability to recover assets in connection with the fraudulent breach of contract related to refrigerant R-12 purchases and other factors described in the Company's 1996 Form 10-K filed with the Securities and Exchange Commission. Consolidated statements of earnings follow on page 4. 6
AIRGAS, INC. CONSOLIDATED STATEMENTS OF EARNINGS (Amounts in thousands, except per share data) (Unaudited) Three Months Ended Nine Months Ended December 31, December 31, 1996 1995 1996 1995 Net sales: Distribution $256,719 $199,066 $753,998 $575,156 Direct Industrial 29,556 - 66,445 - Manufacturing 10,928 9,483 29,570 26,695 Total net sales 297,203 208,549 850,013 601,851 Costs and expenses: Cost of products sold (excluding depreciation and amortization) Distribution 128,545 97,504 378,888 281,849 Direct Industrial 20,481 - 49,450 - Manufacturing 7,267 6,343 19,444 17,372 Selling, distribution and administrative expenses 94,991 69,812 270,722 201,946 Depreciation, depletion and amortization 16,540 11,906 45,801 33,519 Total costs and expenses 267,824 185,565 764,305 534,686 Operating income: Distribution 26,373 21,303 77,895 62,042 Direct Industrial 990 - 2,172 - Manufacturing 2,016 1,681 5,641 5,123 Total operating income 29,379 22,984 85,708 67,165 Interest expense, net (10,385) (6,305) (28,419) (17,760) Other income, net 213 290 564 656 Equity in earnings (loss) of unconsolidated affiliates (106) - 8 - Minority interest (177) (127) (558) (492) Earnings before income taxes 18,924 16,842 57,303 49,569 Income taxes 7,964 7,025 23,883 20,963 Net earnings $ 10,960 $ 9,817 $ 33,420 $ 28,606 Earnings Per share $ .16 $ .15 $ .49 $ .43 Weighted average shares 70,200 66,200 68,200 65,800
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