-----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, Q1LL9I07V+JL6PiPWF4PqQjuysCnJkyO0PFRIJ0NKvs6Y6uEKgt/HNOv4Tf7oslf keL0s2xHAdpFAcmOZVkYbw== 0000804212-01-500026.txt : 20010726 0000804212-01-500026.hdr.sgml : 20010726 ACCESSION NUMBER: 0000804212-01-500026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010724 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010725 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: 1688999 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 fm8k.txt FORM 8-K 7-24-01 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): July 24, 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 July 24, 2001, Airgas, Inc. reported its earnings for its first quarter ended June 30, 2001, 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 July 24, 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: July 25, 2001 EX-99 2 exh99.txt EXHIBIT 99 - PRESS RELEASE 1 AIRGAS NEWS RELEASE EXHIBIT 99: Investor Contact: Media Contact: Melissa Nigro (610) 902-6206 James Ely (610) 902-6010 melissa.nigro@airgas.com jim.ely@airgas.com For release: Immediately AIRGAS REPORTS STRONG FIRST QUARTER RESULTS RADNOR, PA - July 24, 2001 -- Airgas, Inc., (NYSE: ARG) today reported results for its first quarter ended June 30, 2001. Net earnings for the quarter were $10.1 million, or $0.15 per diluted share, compared to $9.8 million, or $0.15 per diluted share in the same period a year ago. Free cash flow for the quarter was $0.23 per diluted share versus zero last year. Results for the current quarter include Project One costs of $0.03 per diluted share. Fiscal first quarter sales increased 2% to $416 million, up from $409 million last year. Total same-store sales increased 2% compared to the same quarter a year ago. Same-store sales in the Distribution segment were up 1%, reflecting an increase of 9% for gases and rent and a 5% decline in hardgoods. Same-store sales for the Gas Operations segment increased 13%. Capital spending in the first quarter was $17 million versus $15 million in the first quarter last year. "It is great to see the momentum in both earnings and sales, especially given some challenging market conditions," commented Peter McCausland, chairman and chief executive officer. "We are pleased with the overall same-store sales growth despite the hardgoods decline, which is attributable to the depressed manufacturing environment. Our market leading position in the packaged gas business provides stability during down economic cycles like we are experiencing now. This has always been a strong characteristic of our business. 2 "Our focused profitability improvement effort, Project One, which we announced at our analyst meeting this past May, is successfully moving forward," continued McCausland. "We are beginning to see the results from some of our short-term `value' projects while we begin the work on longer-term `infrastructure' programs that will support both organic and acquisition growth going forward. Although spending for Project One lowered our results, as planned, by $0.03 per share this quarter, we believe that the investment will help create significant value in the future." The Company will conduct an earnings teleconference on Wednesday, July 25, 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 Wednesday, July 25, 2001. On July 20, 2001, the Financial Accounting Standards Board issued Statement No. 142, Goodwill and Other Intangible Assets ("SFAS 142"). The Company is considering the early adoption of SFAS 142 retroactive to April 1, 2001, as permitted. For a description of SFAS 142, see the notes to the attached consolidated statements of earnings and consolidated condensed balance sheets. ABOUT AIRGAS, INC. Airgas, Inc. is the largest U.S. distributor of industrial, medical and specialty gases, welding, safety and related products. Its integrated network of 700 locations includes branches, retail stores, gas fill plants, specialty gas labs, production facilities and distribution centers. Airgas also distributes its products and services through eBusiness, catalog and telemarketing channels. Its national scale and strong local presence offer a competitive edge to its diversified customer base. For more information, please visit www.airgas.com. 3 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: earnings and sales trends; the Company's packaged gas business providing stability during down economic cycles; the success of Project One short-term value programs and longer term infrastructure programs to support organic and acquisition growth; the earnings impact of Project One for fiscal year 2002; and the ability of Project One to create significant future value. 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, cross- selling and strategic product sales in growing sales and market share; increased cost pressures and the inability to control costs; an economic downturn (including adverse changes in the specific markets for our products); the inability of the Company to successfully execute its operating strategy, including the Project One initiative; increased competition; customer acceptance of the Company's products; adverse changes in customer buying patterns; the inability to identify attractive acquisition candidates and consummate acquisitions and other factors described in the Company's reports, including Form 10-K dated March 31, 2001 filed by the Company with the Securities and Exchange Commission. Consolidated statements of earnings and consolidated condensed balance sheets follow. 4
AIRGAS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Amounts in thousands, except per share data) (Unaudited) Three Months Ended June 30, 2001 2000 ---- ---- Net sales: Distribution $378,314 $374,739 Gas Operations 37,361 34,259 -------- -------- Total net sales 415,675 408,998 -------- -------- Costs and expenses: Cost of products sold (excluding depreciation and amortization) Distribution 198,903 202,749 Gas Operations 13,320 12,447 Selling, distribution and administrative expenses 152,719 140,015 Depreciation 15,672 16,325 Amortization 5,869 6,419 -------- -------- Total costs and expenses 386,483 377,955 -------- -------- Operating income: Distribution 23,499 26,125 Gas Operations 5,693 4,918 -------- -------- Total operating income 29,192 31,043 Interest expense, net (10,913) (15,765) Discount on securitization of trade receivables (1,492) - Other income (expense), net (193) 52 Equity in earnings of unconsolidated affiliates 488 1,364 -------- -------- Earnings before income taxes 17,082 16,694 Income tax expense 7,003 6,878 -------- -------- Net earnings $ 10,079 $ 9,816 ======== ======== Per share data: Basic earnings per share $ .15 $ .15 Diluted earnings per share $ .15 $ .15 Weighted average shares outstanding: Basic 67,400 65,100 Diluted 68,400 67,300 See notes to consolidated financial statements.
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AIRGAS, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (Amounts in thousands) (Unaudited) June 30, March 31, 2001 2001 ---- ---- ASSETS Trade accounts receivable, net $ 81,437 $ 143,129 Inventories, net 157,970 155,024 Deferred income tax asset, net 10,394 10,143 Prepaids and other current assets 18,874 25,549 ---------- ---------- TOTAL CURRENT ASSETS 268,675 333,845 Property, plant and equipment, net 703,555 704,646 Goodwill, net 428,326 432,825 Other non-current assets, net 118,701 111,409 ---------- ---------- TOTAL ASSETS $1,519,257 $1,582,725 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable, trade $ 77,569 $ 76,337 Accrued expenses and other current liabilities 125,532 132,308 Current portion of long-term debt 68,628 72,945 ---------- ---------- TOTAL CURRENT LIABILITIES 271,729 281,590 Long-term debt 549,572 620,664 Deferred income taxes 163,941 161,176 Other non-current liabilities 29,994 22,446 Stockholders' equity 504,021 496,849 ---------- ---------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,519,257 $1,582,725 ========== ========== See notes to consolidated financial statements.
6 Notes to consolidated financial statements: (a) On July 20, 2001, the Financial Accounting Standards Board issued Statement No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). The Company is considering the early adoption of SFAS 142 retroactive to April 1, 2001, as permitted. SFAS 142 requires that goodwill and other intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually. SFAS 142 requires the Company to perform a transitional assessment of whether there is an indication that the goodwill is impaired as of the date of adoption. The Company will then have a transition period from the date of adoption to determine the fair value of each reporting unit and if goodwill has been impaired. Any goodwill impairment loss will be recognized as the cumulative effect of a change in accounting principle no later than the end of the fiscal year of adoption. The Company will also be required to review its other intangible assets for impairment and to reassess the useful lives of such assets and make any necessary adjustments. As of April 1, 2001, the Company had goodwill and other intangible assets, net of accumulated amortization, of approximately $433 million and $38 million, respectively, which would be subject to the transitional assessment provisions of SFAS 142. Amortization expense related to goodwill was $3.5 million for both three month periods ended June 30, 2001 and 2000. (b) In April 2001, the Company completed the second and final tranche of its $150 million trade receivables securitization program. Proceeds from the second tranche of approximately $64 million were used to reduce borrowings under the Company's revolving credit facilities. As of June 30, 2001, the Company has received approximately $137 million of net cash proceeds since inception of the securitization program in December 2000. -----END PRIVACY-ENHANCED MESSAGE-----