-----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, A+Qrv+jk4y4iCWCmsBqEF9fUsc51rzZGIbT7Q+Xmbc9dbjqfi932pcr9EFNPngwE 2m34mNx4kM7LvYI8jxL2zQ== 0000804212-01-500006.txt : 20010129 0000804212-01-500006.hdr.sgml : 20010129 ACCESSION NUMBER: 0000804212-01-500006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010125 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010126 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: SEC FILE NUMBER: 001-09344 FILM NUMBER: 1515896 BUSINESS ADDRESS: STREET 1: 259 N. RADNOR-CHESTER ROAD STREET 2: SUITE 100 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 6106875253 MAIL ADDRESS: STREET 1: 259 N. RADNOR-CHESTER ROAD STREET 2: SUITE 100 CITY: RADNOR STATE: PA ZIP: 19087 8-K 1 body_8k.txt FORM 8-K DOCUMENT UNITED STATES 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 25, 2001 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 No.) incorporation) 259 North Radnor-Chester Road, Suite 100 Radnor, PA 19087-5283 _________________________________________ (Address of principal executive offices) Registrant's telephone number, including area code: (610) 687-5253 _____________ Item 5. Other Events. ____________ On January 25, 2001, Airgas, Inc. reported its earnings for the third quarter and nine months ended December 31, 2000, as 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 25, 2001 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. (Registrant) BY: /s/ Roger F. Millay Roger F. Millay Senior Vice President - Finance & Chief Financial Officer DATED: January 26, 2001 EX-99 2 ex_99.txt EXHIBIT 99 - PRESS RELEASE Exhibit 99 - ---------- Investor Contact: Media Contact: - ----------------- -------------- Chris Close (610) 902-6257 James Ely (610) 902-6010 chris.close@airgas.com jim.ely@airgas.com AIRGAS REPORTS FISCAL THIRD QUARTER RESULTS RADNOR, Pennsylvania, January 25, 2001 - Airgas, Inc. (NYSE - ARG) today reported results for the quarter and nine-month periods ended December 31, 2000. Net earnings for the quarter were $0.10 per diluted share compared to $0.15 per diluted share in the prior year, which excluded certain gains and charges. After-tax cash flow (net earnings, excluding certain gains and charges, plus depreciation, amortization and deferred income taxes) was $0.48 per diluted share versus $0.50 per diluted share last year. Lower earnings were driven by a significant slowdown in December sales, partially as a result of severe weather. The Company continues to be affected by higher expenses associated with distribution, wages and insurance. In addition, the dramatic increase in energy prices impacted the business. Fiscal third quarter sales increased 7% to $395 million, from $369 million last year. Total same-store sales increased by 2.5% compared to the same quarter a year ago. Same-store sales in the Distribution segment were up 2.3%, reflecting increases of 4% for gases and rent and 1% for hardgoods. Same-store sales for the Gas Operations segment were 4.6% higher. "While earnings this quarter were disappointing, we were encouraged that the overall sales momentum was positive despite the weak December," stated Peter McCausland, chairman and chief executive officer. "The sales drop-off appears to have been an aberration as daily sales in January have improved steadily. We believe that sales growth will be supported by our aggressive pricing actions and continued success in national accounts. However, we recognize the possibility of a further slowing in the industrial economy and we are developing a cost reduction plan that could be implemented in the fourth quarter if necessary. We are committed to taking the required actions in the short-term to improve profitability while still executing our long-term strategy." For the nine-month period, sales increased to $1.2 billion from $1.1 billion last year. Net earnings were $0.40 per diluted share compared to $0.44 per diluted share in the prior year period, which excludes certain gains and charges. After-tax cash flow per diluted share increased to $1.56 from $1.53 in the prior year period. Capital expenditures for the quarter and year-to-date periods were flat compared with prior periods at $17 million and $48 million, respectively. The Company will conduct an earnings teleconference on Friday, January 26, 2001 beginning at 8:30 a.m. Eastern Time. Slides to be presented during the Company's teleconference, information about how to access a live webcast of the teleconference, and replay instructions are available in the `Investor Info' section on the Company's Internet site www.airgas.com. The replay will be accessible for one week starting at approximately 11:00 a.m. Eastern Time on Friday, January 26, 2001. Airgas, Inc. is the largest distributor of industrial, medical and specialty gases and welding equipment and one of the largest distributors of safety supplies in the United States. Airgas' integrated distributor network consists of approximately 700 locations, including branches, packaged gas fill plants, distribution centers, and inbound and outbound telemarketing operations. Forward-Looking Statements 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. These statements include, but are not limited to, statements regarding: sales trends; the possibility of further slowing in the industrial economy; the ability to develop and implement a cost reduction plan; lower costs and improved profitability; the ability to successfully execute the company's long- term strategy; the success of national accounts in fueling sales growth; the impact of aggressive price actions on positive sales growth; the Company's expectations regarding continued positive sales momentum. Airgas 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 and should not be regarded as a representation by the Company or any other person that the results expressed therein will be achieved. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include the success of marketing initiatives and national accounts in fueling sales growth; the market acceptance of the Company's price increases; increased cost pressures; the success of the cost reduction effort; an economic downturn (including adverse changes in the specific markets for our products); increased competition; customer acceptance of the Company's products; adverse changes in customer buying patterns; reduced product supply and demand due to the California power crisis; the inability of the Company to grow sales, earnings and cash flow; and other factors described in the Company's reports, including Form 10-K dated March 31, 2000 and Forms 10-Q dated June 30, 2000 and September 30, 2000 filed by the Company with the Securities and Exchange Commission. Consolidated statements of earnings and consolidated condensed balance sheets follow.
AIRGAS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Amounts in thousands, except per share data) (Unaudited) Three Months Ended Nine Months Ended December 31, December 31, 2000 1999 2000 1999 ---- ---- ---- ---- Net sales: Distribution $359,721 $339,761 $1,105,519 $1,032,701 Gas Operations 35,249 29,673 108,546 103,515 ------- ------- --------- --------- Total net sales 394,970 369,434 1,214,065 1,136,216 Costs and expenses: Cost of products sold (excluding depreciation and amortization) Distribution 190,319 180,126 591,718 555,205 Gas Operations (a) 12,458 15,471 39,342 44,506 Selling, distribution and administrative expenses 145,112 125,676 426,780 381,822 Depreciation 15,686 15,492 48,000 47,797 Amortization 5,153 6,494 17,894 19,308 Special charges (recoveries) (b) - (2,829) - (2,829) ------- ------- --------- --------- Total costs and expenses 368,728 340,430 1,123,734 1,045,809 Operating income: Distribution 22,038 26,622 74,761 79,290 Gas Operations 4,204 (447) 15,570 8,288 Special (charges) recoveries (b) - 2,829 - 2,829 ------ ------ ------ ------ Total operating income 26,242 29,004 90,331 90,407 Interest expense, net (15,597) (13,949) (47,668) (42,167) Discount on sale of trade receivables (c) (137) - (137) - Other income, net (d) 352 1,234 809 16,639 Equity in earnings of unconsolidated affiliates 455 663 2,306 2,388 ------ ------ ------ ------ Earnings before income taxes and the cumulative effect of an accounting change 11,315 16,952 45,641 67,267 Income tax expense 4,639 7,192 18,746 28,920 ------ ------ ------ ------ Earnings before the cumulative effect of an accounting change 6,676 9,760 26,895 38,347 Cumulative effect of an accounting change, net of taxes (e) - - - (590) ----- ----- ------ ------ Net earnings $ 6,676 $ 9,760 $ 26,895 $ 37,757 ===== ===== ====== ====== Net earnings (excluding special items)(f) $ 6,676 $ 10,291 $ 26,895 $ 31,319 ===== ====== ====== ====== Per share data: Basic earnings per share $ .10 $ .14 $ .41 $ .54 Diluted earnings per share $ .10 $ .14 $ .40 $ .53 Per share data (excluding special items)(f): Basic earnings per share $ .10 $ .15 $ .41 $ .45 Diluted earnings per share $ .10 $ .15 $ .40 $ .44 Weighted average shares outstanding: Basic 66,500 69,200 65,700 69,600 Diluted 67,200 70,800 67,000 71,000 See notes to consolidated financial statements.
AIRGAS, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (Amounts in thousands) (Unaudited) December 31, March 31, 2000 2000 ---- ---- ASSETS Trade accounts receivable, net (c) $ 138,933 $ 211,989 Inventories, net 163,021 159,438 Deferred income tax asset, net 12,378 13,752 Prepaids and other current assets 21,142 23,611 ---------- ---------- TOTAL CURRENT ASSETS 335,474 408,790 Property, plant and equipment, net 747,098 753,768 Goodwill, net 437,850 445,498 Other non-current assets, net 115,656 131,275 ---------- ---------- TOTAL ASSETS $1,636,078 $1,739,331 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable, trade $ 58,506 $ 78,276 Accrued expenses and other current liabilities 117,234 121,249 Current portion of long-term debt 75,039 20,071 ---------- ---------- TOTAL CURRENT LIABILITIES 250,779 219,596 Long-term debt (c) 694,247 857,422 Deferred income taxes 172,420 160,808 Other non-current liabilities 24,798 28,998 Stockholders' equity 493,834 472,507 TOTAL LIABILITIES AND ---------- ---------- STOCKHOLDERS' EQUITY $1,636,078 $1,739,331 ========== ========== See notes to consolidated financial statements.
Notes to consolidated financial statements: (a) Gas Operations' cost of products sold for the three and nine months ended December 31, 1999 includes an inventory write-down of $3.8 million ($2.2 million after-tax) related to certain specialty gas inventories. (b) Special charge recoveries of $2.8 million ($1.7 million after-tax) for the three and nine months ended December 31, 1999 primarily include an insurance settlement related to a fiscal 1997 loss. (c) Discount on sale of trade receivables relates to the previously announced trade receivables securitization program entered into during the quarter ended December 31, 2000. Cash proceeds of approximately $72 million from the securitization program were used to pay down debt under the Company's revolving credit agreement. (d) Other income, net, for the nine months ended December 31, 1999 includes a $14.9 million ($7.8 million after-tax) non-recurring gain resulting from the divestiture of the Company's operations in Poland and Thailand. (e) Effective April 1, 1999, the Company adopted Statement of Position 98-5, "Reporting on the Costs of Start-up Activities." The nine months ended December 31, 1999 include an after-tax charge of $590 thousand for the cumulative effect of an accounting change related to previously capitalized costs from start-up activities. (f) Net earnings and per share amounts, adjusted to exclude the items described in notes (a), (b), (d) and (e). -----END PRIVACY-ENHANCED MESSAGE-----