-----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, CBqPDHUSWfrShOTVV/k/QYwj+bRicqGJygaG71b52wHqDFj3xyiDo6Wo7NBRnneH a4tStWz0Rll1nppnHi7cGg== 0000804212-99-000014.txt : 19990802 0000804212-99-000014.hdr.sgml : 19990802 ACCESSION NUMBER: 0000804212-99-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990729 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990730 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: 99674390 BUSINESS ADDRESS: STREET 1: 259 RADNOR-CHESETER ROAD STREET 2: SUITE 100 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: 6106875253 MAIL ADDRESS: STREET 1: 259 RADNOR-CHESTER ROAD STREET 2: SUITE 100 CITY: RADNOR STATE: PA ZIP: 19087 8-K 1 FORM 8-K 1 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 29, 1999 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 _____________ 2 Item 5. Other Events. ____________ On July 29, 1999, Airgas, Inc. reported its earnings for the first quarter ended June 30, 1999, 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 29, 1999 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. (Registrant) BY: /s/Scott M. Melman Scott M. Melman Senior Vice President & Chief Financial Officer DATED: July 30, 1999 EX-99 2 EX-99.1 - PRESS RELEASE 4 EXHIBIT 99.1 For More Information: Chris Close (610) 902-6257 AIRGAS, INC. REPORTS FIRST QUARTER RESULTS RADNOR, Pennsylvania, July 29, 1999 - Airgas Inc. (NYSE -ARG) today reported net earnings for the quarter ended June 30, 1999 of $9.7 million, or $.14 per diluted share, excluding a charge of $.01 per diluted share related to a required accounting change. Net earnings, excluding a non-recurring benefit of $.01 per diluted share, were $10.7 million, or $.15 per diluted share, a year ago. After-tax cash flow (net earnings, excluding special items, plus depreciation, amortization and deferred income taxes) increased to $35.2 million, or $.50 per diluted share, compared to $34.9 million, or $.48 per diluted share, in the same quarter last year. Sales for the quarter ended June 30, 1999 were $379 million compared to $401 million in the prior year. "I am pleased with our performance in the face of continued weakness in many of our markets," stated Peter McCausland, Airgas' chairman and chief executive officer. "In spite of a decline in same-store sales in our Distribution segment, cost improvement actions and benefits from the integrated distribution infrastructure we are building allowed us to post an improved operating margin on a sequential basis. With the computer conversions essentially complete and the rollout of our integrated distribution infrastructure well underway and on schedule, most of the `heavy lifting' is behind us. "We remain cautiously optimistic for the balance of the fiscal year regarding prospects for improvement in several of the industrial segments that Airgas serves. Nevertheless, we are exercising heightened discipline in containment of costs and capital expenditures. With our operating companies consolidated and now on common computer systems, we have the ability to further reduce our costs. Capital expenditures during the quarter were $14 million, down substantially from $22 million a year ago. We believe that Airgas is better positioned than ever to operate in a challenging market environment." Airgas, Inc. is the largest distributor of industrial, medical and specialty gases and related equipment and the third largest distributor 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. Airgas can be visited on the Internet at www.airgas.com. 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. 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 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 factors that could cause actual results to differ materially from 5 those contained in any forward-looking statement include underlying market conditions, growth in same-store sales, improvement in operating margins, the ability to grow earnings and cash flow, the ability to manage capital spending, benefits from and progress of the "Repositioning" initiative, the Company's ability to reduce costs, any potential problems relating to Year 2000 matters, and other factors described in the Company's reports, including Form 10-K dated March 31, 1999, filed by the Company with the Securities and Exchange Commission. Consolidated statements of earnings and consolidated condensed balance sheets follow. 6
AIRGAS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Amounts in thousands, except per share data) (Unaudited) Three Months Ended June 30, 1999 1998 (a) Net sales: Distribution $345,967 $360,553 Gas Operations 33,526 40,220 Total net sales 379,493 400,773 Costs and expenses: Cost of products sold (excluding depreciation and amortization) Distribution 188,432 197,351 Gas Operations 12,835 19,752 Selling, distribution and administrative expenses 126,961 129,644 Depreciation and amortization 22,166 21,597 Special charge (b) - (1,000) Total costs and expenses 350,394 367,344 Operating income: Distribution 26,260 28,540 Gas Operations 2,839 3,889 Special charge (b) - 1,000 Total operating income 29,099 33,429 Interest expense, net (13,783) (14,806) Other income, net 157 188 Equity in earnings of unconsolidated affiliates 1,000 754 Minority interest 65 (66) Earnings before income taxes and the cumulative effect of an accounting change 16,538 19,499 Income tax expense 6,863 8,224 Earnings before the cumulative effect of an accounting change 9,675 11,275 Cumulative effect of an accounting change, net of taxes (c) (590) - Net earnings $ 9,085 $ 11,275 Net earnings (excluding special items)(d) $ 9,675 $ 10,705 Per share data: Basic earnings per share $ .13 $ .16 Diluted earnings per share $ .13 $ .16 Per share data (excluding special items)(d): Basic earnings per share $ .14 $ .15 Diluted earnings per share $ .14 $ .15 Weighted average shares outstanding: Basic 69,800 70,300 Diluted 71,100 72,100 See notes to consolidated financial statements.
7 Notes to consolidated financial statements: (a) Certain reclassifications have been made to previously issued financial statements to conform to the current presentation. (b) Special charges of $1 million ($570 thousand after-tax) for the quarter ended June 30, 1998 represent reserve adjustments related to the divestiture of two non-core businesses. (c) Effective April 1, 1999, the Company adopted Statement of Position ("SOP") 98-5, "Reporting on the Costs of Start-up Activities." In accordance with the SOP, in the quarter ended June 30, 1999, the Company recorded an after-tax charge of $590 thousand as the cumulative effect of an accounting change related to previously capitalized costs from start-up activities. (d) Net earnings excluding the after-tax charge of $590 thousand ($.01 per diluted share) for the quarter ended June 30, 1999 (see note (c)), and the after-tax effect of reserve adjustments of $570 thousand ($.01 per diluted share) for the quarter ended June 30, 1998 (see note (b)). 8
AIRGAS, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (Amounts in thousands) (Unaudited) June 30, March 31, 1999 1999 ASSETS Trade accounts receivable, net $ 195,825 $ 195,708 Inventories, net 155,122 154,424 Deferred income tax asset, net 7,767 7,549 Prepaids and other current assets 19,947 21,161 TOTAL CURRENT ASSETS 378,661 378,842 Property, plant and equipment, net 716,276 717,859 Goodwill, net 423,959 428,349 Other non-current assets, net 170,130 173,422 TOTAL ASSETS $1,689,026 $1,698,472 LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable, trade $ 71,909 $ 85,486 Accrued expenses and other current liabilities 104,407 108,295 Current portion of long-term debt 20,602 19,645 TOTAL CURRENT LIABILITIES 196,918 213,426 Long-term debt 850,269 847,841 Deferred income taxes 144,571 142,675 Other non-current liabilities 21,921 23,585 Stockholders' equity 475,347 470,945 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,689,026 $1,698,472
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