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Exhibit 99.1

 

 

News Release

Airgas, Inc.
259 N. Radnor-Chester Road
Suite 100
Radnor, PA 19087-5283
www.airgas.com

 

 

 

 

 

Media Contact:

 

Investor Contact:

 

Jay Worley (610) 902-6206

Joele Frank / Dan Katcher / Andrew Siegel

Barry Strzelec (610) 902-6256

 

jay.worley@airgas.com

Joele Frank, Wilkinson Brimmer Katcher

barry.strzelec@airgas.com

 

 

(212) 355-4449

 

 

 

 

For release:

 

Immediately

 

 

 

 

 

Airgas Reports Strong Third Quarter Earnings

 

 

·              Adjusted diluted EPS* of $0.80, which excludes $0.15 of special items, up 23% over prior year

·              Same-store sales up 9% over prior year

·              Adjusted operating margin* of 12.2%, expansion of 110 basis points over prior year

·              Year-to-date free cash flow* of $255 million; year-to-date adjusted debt* reduction of $178 million

·              Full-year adjusted diluted EPS* guidance of $3.28 to $3.32, representing a 22% to 24% increase over prior year

 

RADNOR, PA – January 21, 2011 – Airgas, Inc. (NYSE: ARG), the largest U.S. distributor of industrial, medical, and specialty gases, and related supplies, today reported net earnings of $55.8 million, or $0.65 per diluted share, for its third quarter ended December 31, 2010.  Excluding legal and professional fees and other costs of $0.13 per diluted share** related to an unsolicited takeover attempt, and a one-time interest penalty of $0.02 per diluted share related to the late removal of a restrictive legend on the Company’s 7.125% senior subordinated notes, adjusted earnings per diluted share* were $0.80, an increase of 23% from adjusted earnings per diluted share* of $0.65 in the prior year.  Prior year GAAP earnings per diluted share of $0.56 included debt extinguishment charges of $0.05 per diluted share and multi-employer pension plan withdrawal charges of $0.04 per diluted share.

 

Third quarter sales were $1.03 billion, an increase of 9.5% over the prior year.  Total same-store sales increased 9% in the quarter, with hardgoods up 11% and gas and rent up 7%.  Sequentially, total sales declined 3% from the second quarter, driven by normal seasonality in the All Other Operations business segment and two fewer selling days in the third quarter.  Sales per day increased 1% sequentially on a consolidated basis and 2% sequentially in the Distribution business segment.

 



 

Airgas Reports Strong Third Quarter Earnings/Page 2 of 12

 

“We are seeing improvement across the country, with robust results in our Great Lakes, Mid South, and Southwest regions,” said Airgas Chief Executive Officer Peter McCausland.  “Growth is now accelerating in our core business on strength in our manufacturing, utilities and petrochemical customer segments, as well as in repair and maintenance activity, particularly at our larger customers.  Although we have yet to see meaningful recovery in energy and infrastructure construction, the outlook is improving and our rental welder business is poised to return to positive same-store sales growth in our fourth quarter.”

 

Adjusted operating margin* for the quarter improved by 110 basis points year-over-year to 12.2% from 11.1%.

 

“We continue to manage costs while gaining production and distribution efficiencies as volumes recover,” McCausland added.  “Our national footprint and industry-leading platform also help boost operating leverage on sales growth.”

 

Year-to-date free cash flow* was $255 million at the end of the third fiscal quarter, driven by adjusted cash from operations* of $419 million.  Adjusted debt* at the end of the quarter was $1.6 billion, reflecting a reduction of $178 million year-to-date.

 

“Our acquisition pipeline is improving as the economy recovers.  We recently acquired three businesses with annual revenues of $14 million, including Conley Gas, a supplier of pure gases to the specialty gas industry,” McCausland said.  “Since the beginning of our fiscal year in April, we have acquired seven businesses with $20 million in annual revenues, and we anticipate a more robust acquisition environment in the coming quarters.”

 

Guidance Update

 

The Company expects adjusted earnings per diluted share* for the fourth quarter to increase 19% to 25% from $0.69 in the prior year to $0.82 to $0.86, which includes $0.04 per diluted share of incremental expense associated with its SAP implementation.

 

For the full fiscal year 2011, the Company expects adjusted earnings per diluted share* to increase 22% to 24% from $2.68 in the prior year to $3.28 to $3.32, which includes $0.10 per diluted share of incremental expense associated with its SAP implementation.  The fourth quarter and fiscal 2011 guidance excludes debt extinguishment charges, multi-employer pension plan withdrawal charges, costs and charges related to the unsolicited takeover attempt, and the one-time interest penalty.

 



 

Airgas Reports Strong Third Quarter Earnings/Page 3 of 12

 

“Our updated fiscal 2011 adjusted EPS guidance now represents a year-over-year increase of 26% to 28% in underlying earnings before SAP costs,” added McCausland.  “Given our strong performance and expectations for steady growth, we are on track to outperform our calendar 2012 earnings goal of at least $4.20 per share.”

 

The Company will conduct an earnings teleconference at 11:30 a.m. Eastern Time on Friday, January 21.  The teleconference will be available by calling (888) 334-3034.  The presentation materials (this press release, slides to be presented during the Company’s teleconference and information about how to access a live and on-demand webcast of the teleconference) are available in the “Investor Information” section of the Company’s website at www.airgas.com.  A webcast of the teleconference will be available live and on demand through February 22 at http://investor.shareholder.com/arg/events.cfm.  A replay of the teleconference will be available through January 31.  To listen, call (888) 203-1112 and enter passcode 8406321.

 

* See attached reconciliations and calculations of the non-GAAP adjusted earnings per diluted share, adjusted operating margin, adjusted cash from operations, free cash flow, and adjusted debt.

 

** The legal and professional fees and other costs incurred are in response to Air Products’ unsolicited takeover attempt.

 

About Airgas, Inc.

 

Airgas, Inc. (NYSE: ARG), through its subsidiaries, is the largest U.S. distributor of industrial, medical, and specialty gases, and hardgoods, such as welding equipment and supplies.  Airgas is also one of the largest U.S. distributors of safety products, the largest U.S. producer of nitrous oxide and dry ice, the largest liquid carbon dioxide producer in the Southeast, and a leading distributor of process chemicals, refrigerants, and ammonia products.  More than 14,000 employees work in approximately 1,100 locations, including 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 telesales 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.

# # #

This press release does not constitute an offer to buy or solicitation of an offer to sell any securities. In response to the tender offer commenced by Air Products Distribution, Inc., a wholly owned subsidiary of Air Products and Chemicals, Inc., Airgas has filed a solicitation/recommendation statement on Schedule 14D-9 with the U.S. Securities and Exchange Commission (“SEC”). INVESTORS AND SECURITY HOLDERS OF AIRGAS ARE URGED TO READ THESE AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by Airgas through the web site maintained by the SEC at http://www.sec.gov. Also, materials related to Air Products’ Unsolicited Proposals are available in the

 



 

Airgas Reports Strong Third Quarter Earnings/Page 4 of 12

 

“Investor Information” section of the Company’s website at www.airgas.com, or through the following web address: http://investor.shareholder.com/arg/airgascontent.cfm.

 

This press release contains statements that are forward looking, as that term is defined by the Private Securities Litigation Reform Act of 1995 or by the SEC in its rules, regulations and releases. These statements include, but are not limited to: expectations for fourth quarter adjusted earnings per diluted share to be in the range of $0.82 to $0.86, which includes $0.04 per diluted share of incremental expense associated with the SAP implementation; expectations for adjusted earnings per diluted share for fiscal 2011 to be in the range of $3.28 to $3.32, which includes $0.10 per diluted share of incremental expense associated with the SAP implementation; fourth quarter and fiscal 2011 guidance excluding the impact of debt extinguishment charges, multi-employer pension plan withdrawal charges, costs and charges related to the unsolicited takeover attempt, and the one-time interest penalty; our anticipating a more robust acquisition environment in the coming quarters; the outlook for energy and infrastructure construction, and for our rental welder business to return to positive same-store sales growth in our fourth quarter; our expectations for steady growth; and our ability to outperform our calendar 2012 earnings goal of at least $4.20 per share.  Forward-looking statements also include any statement that is not based on historical fact, including statements containing the words “believes,” “may,” “plans,” “will,” “could,” “should,” “estimates,” “continues,” “anticipates,” “intends,” “expects” and similar expressions.  We intend that such forward-looking statements be subject to the safe harbors created thereby.  The Company notes that forward-looking statements made in connection with a tender offer are not subject to the safe harbors created by the Private Securities Litigation Reform Act of 1995. The Company is not waiving any other defenses that may be available under applicable law.  All forward-looking statements are based on current expectations regarding important risk factors and should not be regarded as a representation by us or any other person that the results expressed therein will be achieved.  Airgas assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include: adverse changes in customer buying patterns resulting from deterioration in current economic conditions; weakening in the operating and financial performance of our customers, which can negatively impact our sales and our ability to collect our accounts receivable; postponement of projects due to economic developments; customer acceptance of price increases; the success of implementing and continuing our cost reduction programs; our ability to achieve anticipated acquisition synergies; supply cost pressures; increased industry competition; our ability to successfully identify, consummate, and integrate acquisitions; our continued ability to access credit markets on satisfactory terms; significant fluctuations in interest rates; increases in energy costs and other operating expenses eroding planned cost savings; higher than expected implementation costs of the SAP system; conversion problems related to the SAP system that disrupt our business and negatively impact customer relationships; the impact of tightened credit markets on our customers; the impact of changes in tax and fiscal policies and laws; the potential for increased expenditures relating to compliance with environmental regulatory initiatives; the impact of new environmental, healthcare, tax, accounting, and other regulation; continued potential liability under the Multiemployer Pension Plan Amendments Act of 1980 with respect to our participation in or withdrawal from multi-employer pension plans for our union employees; the timing of economic recovery in the U.S. economy; the effect of catastrophic events; political and economic uncertainties associated with current world events; business disruptions associated with Air Products’ unsolicited takeover attempt; and other factors described in the Company’s reports, including its March 31, 2010 Form 10-K, subsequent Forms 10-Q, and other forms filed by the Company with the SEC.

 

Consolidated statements of earnings, condensed consolidated balance sheets, consolidated statements of cash flows, and reconciliations of non-GAAP financial measures follow below.

 



 

Airgas Reports Strong Third Quarter Earnings/Page 5 of 12

 

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,

 

 

 

2010

 

2009  (g)

 

2010

 

2009  (g)

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

1,034,464

 

$

944,763

 

$

3,148,783

 

$

2,891,845

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Cost of products sold

 

 

 

 

 

 

 

 

 

(excluding depreciation)

 

458,217

 

415,124

 

1,409,491

 

1,279,199

 

Selling, distribution and

 

 

 

 

 

 

 

 

 

administrative expenses (d)

 

387,962

 

370,197

 

1,175,125

 

1,120,955

 

Costs related to unsolicited

 

 

 

 

 

 

 

 

 

takeover attempt (e)

 

17,558

 

 

26,032

 

 

Depreciation

 

56,131

 

53,642

 

166,610

 

157,872

 

Amortization

 

6,230

 

5,811

 

18,643

 

16,104

 

 

 

 

 

 

 

 

 

 

 

Total costs and expenses

 

926,098

 

844,774

 

2,795,901

 

2,574,130

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

108,366

 

99,989

 

352,882

 

317,715

 

 

 

 

 

 

 

 

 

 

 

Interest expense, net (f)

 

(18,471)

 

(15,034)

 

(45,815)

 

(49,744)

 

Discount on securitization

 

 

 

 

 

 

 

 

 

of trade receivables (a)

 

 

(1,403)

 

 

(4,503)

 

Losses on the extinguishment

 

 

 

 

 

 

 

 

 

of debt (c)

 

 

(6,667)

 

(4,162)

 

(8,678)

 

Other income (expense), net

 

1,036

 

(58)

 

1,278

 

890

 

 

 

 

 

 

 

 

 

 

 

Earnings before income tax expense

 

90,931

 

76,827

 

304,183

 

255,680

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

(35,100)

 

(29,961)

 

(116,988)

 

(99,458)

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

55,831

 

$

46,866

 

$

187,195

 

$

156,222

 

 

 

 

 

 

 

 

 

 

 

Net earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.66

 

$

0.57

 

$

2.24

 

$

1.91

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

 

$

0.65

 

$

0.56

 

$

2.19

 

$

1.87

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

84,057

 

82,134

 

83,739

 

81,895

 

Diluted

 

85,850

 

83,910

 

85,549

 

83,576

 

 

See attached Notes.

 



 

Airgas Reports Strong Third Quarter Earnings/Page 6 of 12

 

AIRGAS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands)

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

December 31,

 

 

March 31,

 

 

 

 

2010

 

 

2010

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

Cash

 

 

$

35,015

 

 

$

47,001

 

Trade receivables, net (a)

 

 

497,573

 

 

186,804

 

Inventories, net

 

 

359,186

 

 

333,961

 

Deferred income tax asset, net

 

 

53,931

 

 

48,591

 

Prepaid expenses and other current assets

 

 

100,934

 

 

94,978

 

 

 

 

 

 

 

 

 

TOTAL CURRENT ASSETS

 

 

1,046,639

 

 

711,335

 

 

 

 

 

 

 

 

 

Plant and equipment, net

 

 

2,434,217

 

 

2,427,996

 

Goodwill

 

 

1,117,079

 

 

1,109,276

 

Other intangible assets, net

 

 

201,699

 

 

212,752

 

Other non-current assets

 

 

46,950

 

 

34,573

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

$

4,846,584

 

 

$

4,495,932

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

Accounts payable, trade

 

 

$

114,094

 

 

$

157,566

 

Accrued expenses and other current liabilities

 

 

355,891

 

 

307,822

 

Current portion of long-term debt

 

 

9,564

 

 

10,255

 

 

 

 

 

 

 

 

 

TOTAL CURRENT LIABILITIES

 

 

479,549

 

 

475,643

 

 

 

 

 

 

 

 

 

Long-term debt, excluding current portion (a)(b)

 

 

1,617,150

 

 

1,499,384

 

Deferred income tax liability, net

 

 

702,356

 

 

652,389

 

Other non-current liabilities

 

 

68,632

 

 

72,972

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

1,978,897

 

 

1,795,544

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

$

4,846,584

 

 

$

4,495,932

 

 

See attached Notes.

 



 

Airgas Reports Strong Third Quarter Earnings/Page 7 of 12

 

AIRGAS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)

 

 

 

Nine Months Ended
December 31,

 

 

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

Net earnings

 

$

187,195

 

$

156,222

 

Adjustments to reconcile net earnings to net cash provided by operating activities:

 

 

 

 

 

Depreciation

 

166,610

 

157,872

 

Amortization

 

18,643

 

16,104

 

Deferred income taxes

 

45,198

 

39,000

 

Loss on sales of plant and equipment

 

890

 

2,604

 

Stock-based compensation expense

 

19,535

 

19,139

 

Losses on the extinguishment of debt (c)

 

4,162

 

8,678

 

 

 

 

 

 

 

Changes in assets and liabilities, excluding effects of business acquisitions:

 

 

 

 

 

Securitization of trade receivables (a)

 

(295,000

)

(43,500

)

Trade receivables, net

 

(13,974

)

50,911

 

Inventories, net

 

(24,978

)

45,444

 

Prepaid expenses and other current assets

 

(4,238

)

(3,916

)

Accounts payable, trade

 

(39,161

)

(35,891

)

Accrued expenses and other current liabilities

 

28,289

 

1,605

 

Other non-current assets

 

1,385

 

2,320

 

Other non-current liabilities

 

(6,131

)

(4,857

)

 

 

 

 

 

 

Net cash provided by operating activities

 

88,425

 

411,735

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

Capital expenditures

 

(180,522

)

(191,674

)

Proceeds from sales of plant and equipment

 

10,629

 

8,889

 

Business acquisitions and holdback settlements

 

(20,695

)

(75,067

)

Other, net

 

(1,072

)

(2,622

)

 

 

 

 

 

 

Net cash used in investing activities

 

(191,660

)

(260,474

)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

Proceeds from borrowings

 

882,341

 

971,914

 

Repayment of debt

 

(774,729

)

(1,120,976

)

Financing costs

 

(8,439

)

(3,168

)

Premium paid on call of senior subordinated notes (c)

 

(3,175

)

(6,438

)

Proceeds from the exercise of stock options

 

17,999

 

7,175

 

Stock issued for the Employee Stock Purchase Plan

 

11,015

 

11,336

 

Tax benefit realized from the exercise of stock options

 

6,373

 

3,824

 

Dividends paid to stockholders

 

(60,340

)

(44,227

)

Change in cash overdraft and other

 

20,204

 

15,670

 

 

 

 

 

 

 

Net cash provided by (used in) financing activities

 

91,249

 

(164,890

)

 

 

 

 

 

 

Change in cash

 

$

(11,986

)

$

(13,629

)

Cash – Beginning of period

 

47,001

 

47,188

 

 

 

 

 

 

 

Cash – End of period

 

$

35,015

 

$

33,559

 

 

See attached Notes.

 



 

Airgas Reports Strong Third Quarter Earnings/Page 8 of 12

 

 

Notes:

 

a)              On April 1, 2010, the Company adopted new accounting guidance which affected the presentation of its trade receivables securitization program.  Under the new guidance, proceeds received under the securitization are treated as secured borrowings.  Previously, they were treated as proceeds from the sale of trade receivables.  The Company participates in a trade receivables securitization agreement with three commercial banks.  Funding under the agreement was $295 million at both December 31, 2010 and March 31, 2010.  Beginning on April 1, 2010, the Company recognized the trade receivables and the borrowings they collateralize on its balance sheet.  Additionally, new borrowings under the trade receivables securitization agreement are classified as financing activities on the Company’s statement of cash flows.  Prior to April 1, 2010, they were treated as proceeds from the sale of trade receivables and reflected net of collections on the statement of cash flows as operating activities.  With respect to the Company’s statement of earnings, the amounts previously recorded within the line item “Discount on securitization of trade receivables,” which represented the difference between the proceeds from the sale and the carrying value of the receivables under the securitization agreement, are now reflected within “Interest expense, net” consistent with the new accounting treatment.

 

b)             The Company maintains a senior credit facility (the “Credit Facility”) with a syndicate of lenders, which replaced the Company’s prior credit facility in September 2010.   Approximately $562 million was available to the Company under the Credit Facility at December 31, 2010.

 

c)              During the year-to-date period ended December 31, 2010, the Company repurchased $30 million of its 7.125% senior subordinated notes that are due on October 1, 2018 (the “2018 Notes”). The Company recognized $4.2 million ($2.6 million after tax) of losses on the extinguishment of debt related to redemption premiums and the write-off of deferred financing costs associated with the repurchases of the 2018 Notes and the early termination of the prior credit facility.

 

d)             As collective bargaining agreements (“CBAs”) came up for renewal, the Company actively negotiated the withdrawal from multi-employer defined benefit pension plans (“MEPP”) replacing those retirement plans for CBA employees with defined contribution plans.  As part of the withdrawal from a MEPP, the Company is required to fund its portion of the MEPP’s unfunded pension obligation.  The ultimate amount of the withdrawal liability assessed by the MEPP is impacted by a number of factors, including investment returns, benefit levels, and continued participation by other employers in the MEPP. The computation of the Company’s portion of a plan’s unfunded obligation may take up to 24 months for the pension plan administrators to prepare.  As a result, the Company has recorded estimated liabilities for these withdrawals based on the latest information available to it from the plans.  The year-to-date costs related to MEPP withdrawals are $4.6 million ($2.8 million after tax), essentially all of which were incurred prior to the third quarter. These charges are reflected in selling, distribution and administrative expenses.  Through fiscal 2012, three remaining CBAs, covering approximately 30 employees who participate in MEPPs, will come up for renewal.

 

e)              In February 2010, Air Products & Chemicals, Inc. made an unsolicited public proposal to acquire the Company, and subsequently commenced a tender offer. Costs related to the unsolicited takeover attempt represent legal and professional fees and other costs incurred in response to this action.

 

f)                During the quarter ended December 31, 2010, the Company incurred a one-time interest penalty to holders of the 2018 Notes in the amount of $2.6 million ($1.7 million after tax), relating to the late removal of a restrictive legend on these notes. The Company has classified these charges as interest expense.

 



 

Airgas Reports Strong Third Quarter Earnings/Page 9 of 12

 

 

g)             Certain reclassifications were made to the Consolidated Statements of Earnings for the prior period to conform to the current period presentation. These reclassifications resulted in increasing revenue and selling, distribution and administrative expenses and reducing cost of products sold (excluding depreciation). These reclassifications were the result of conforming the Company’s accounting policies in conjunction with its SAP implementation and were not material. Consolidated operating income and net earnings for the prior period were not impacted by the reclassifications.

 

h)             Business segment information for the Company’s Distribution and All Other Operations business segments is presented below.  Corporate operating expenses are generally allocated to each business segment based on sales dollars.  However, the legal and professional fees and other costs incurred as a result of Air Products’ unsolicited takeover attempt were not allocated to the Company’s business segments, and are reflected in the Elimination and Other columns below:

 

 

 

 

 

(Unaudited) 
Three Months Ended 
December 31, 2010

 

 

 

 

 

(Unaudited) 
Three Months Ended 
December 31, 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

 

Distribution

 

All
Other
Ops.

 

Elimination 
and Other

 

Total

 

Distribution

 

All
Other
Ops.

 

Elimination 
and Other

 

Total

 

Gas and rent

 

$

564,134

 

$

104,277

 

$

(7,808

)

$

660,603

 

$

522,079

 

$

94,701

 

$

(5,840

)

$

610,940

 

Hardgoods

 

372,570

 

1,298

 

(7

)

373,861

 

332,398

 

1,433

 

(8

)

333,823

 

Total net sales

 

936,704

 

105,575

 

(7,815

)

1,034,464

 

854,477

 

96,134

 

(5,848

)

944,763

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of products sold (excluding depreciation)

 

411,057

 

54,975

 

(7,815

)

458,217

 

372,175

 

48,797

 

(5,848

)

415,124

 

Selling, distribution and
administrative expenses

 

354,153

 

33,809

 

 

387,962

 

338,324

 

31,873

 

 

370,197

 

Costs related to unsolicited takeover attempt

 

 

 

17,558

 

17,558

 

 

 

 

 

Depreciation

 

52,249

 

3,882

 

 

56,131

 

50,021

 

3,621

 

 

53,642

 

Amortization

 

5,069

 

1,161

 

 

6,230

 

4,651

 

1,160

 

 

5,811

 

Operating income

 

$

114,176

 

$

11,748

 

$

(17,558

)

$

108,366

 

$

89,306

 

$

10,683

 

$

 

$

99,989

 

 

 

 

 

 

(Unaudited) 
Nine Months Ended

 

 

 

 

 

(Unaudited) 
Nine Months Ended

 

 

 

 

 

 

 

December 31, 2010

 

 

 

 

 

December 31, 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands)

 

Distribution

 

All
Other
Ops.

 

Elimination 
and Other

 

Total

 

Distribution

 

All
Other
Ops.

 

Elimination 
and Other

 

Total

 

Gas and rent

 

$

1,683,551

 

$

354,969

 

$

(23,436

)

$

2,015,084

 

$

1,578,925

 

$

316,163

 

$

(18,231

)

$

1,876,857

 

Hardgoods

 

1,129,278

 

4,439

 

(18

)

1,133,699

 

1,010,411

 

4,594

 

(17

)

1,014,988

 

Total net sales

 

2,812,829

 

359,408

 

(23,454

)

3,148,783

 

2,589,336

 

320,757

 

(18,248

)

2,891,845

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of products sold (excluding depreciation)

 

1,245,419

 

187,526

 

(23,454

)

1,409,491

 

1,131,719

 

165,728

 

(18,248

)

1,279,199

 

Selling, distribution and administrative expenses

 

1,073,761

 

101,364

 

 

1,175,125

 

1,026,064

 

94,891

 

 

1,120,955

 

Costs related to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

unsolicited

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

takeover attempt

 

 

 

26,032

 

26,032

 

 

 

 

 

Depreciation

 

155,169

 

11,441

 

 

166,610

 

146,881

 

10,991

 

 

157,872

 

Amortization

 

15,158

 

3,485

 

 

18,643

 

13,230

 

2,874

 

 

16,104

 

Operating income

 

$

323,322

 

$

55,592

 

$

(26,032

)

$

352,882

 

$

271,442

 

$

46,273

 

$

 

$

317,715

 

 



 

Airgas Reports Strong Third Quarter Earnings/Page 10 of 12

 

Reconciliations of Non-GAAP Financial Measures (Unaudited)

 

Adjusted Earnings Per Diluted Share and Earnings Guidance

 

Reconciliations and computations of adjusted earnings per diluted share and earnings guidance:

 

 

 

Three Months Ended

 

 

 

December 31,

 

September 30,

 

December 31,

 

 

 

2010

 

 

2010

 

 

2009

 

 

 

 

 

 

 

 

 

Earnings per diluted share

 

$

0.65

 

$

0.78

 

$

0.56

 

 

 

 

 

 

 

 

 

Adjustments to earnings per diluted share:

 

 

 

 

 

 

 

Costs related to unsolicited takeover attempt

 

0.13

 

0.03

 

 

Losses on the extinguishment of debt

 

 

0.01

 

0.05

 

Multi-employer pension plan withdrawal charges

 

 

0.01

 

0.04

 

One-time interest penalty

 

0.02

 

 

 

 

 

 

 

 

 

 

 

Adjusted earnings per diluted share

 

$

0.80

 

$

0.83

 

$

0.65

 

 

 

 

Three
Months
Ended

 

(Guidance Range)
Three Months Ending
March 31, 2011

 

Year
Ended

 

(Guidance Range)
Year Ending
March 31, 2011

 

 

 

March 31,
2010

 

Low

 

YoY
Change

 

High

 

YoY
Change

 

March 31,
2010

 

Low

 

YoY
Change

 

High

 

YoY
Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per diluted share

 

$

0.47

 

$

0.82

 

 

 

$

0.86

 

 

 

$

2.34

 

$

3.01

 

 

 

$

3.05

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjustments to earnings per diluted share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs related to unsolicited takeover attempt

 

0.18

 

 

 

 

 

 

 

0.18

 

0.19

 

 

 

0.19

 

 

 

Losses on the extinguishment of debt

 

0.07

 

 

 

 

 

 

 

0.14

 

0.03

 

 

 

0.03

 

 

 

Multi-employer pension plan withdrawal charges

 

 

 

 

 

 

 

 

0.05

 

0.03

 

 

 

0.03

 

 

 

Non-recurring tax benefit

 

(0.03

)

 

 

 

 

 

 

(0.03

)

 

 

 

 

 

 

One-time interest penalty

 

 

 

 

 

 

 

 

 

0.02

 

 

 

0.02

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted earnings per diluted share

 

$

 0.69

 

$

 0.82

 

19%

 

$

 0.86

 

25%

 

$

 2.68

 

$

 3.28

 

22%

 

$

 3.32

 

24%

 

 

Guidance for adjusted earnings per diluted share excludes debt extinguishment charges, multi-employer pension plan withdrawal charges, costs related to the unsolicited takeover attempt, and the one-time interest penalty.  Adjustments to earnings per diluted share guidance for the year ending March 31, 2011, reflect charges and costs recognized through December 31, 2010.

 

The Company believes that adjusted earnings per diluted share provides investors meaningful insight into the Company’s earnings performance without the impact of debt extinguishment charges, multi-employer pension plan withdrawal charges, costs related to Air Products’ unsolicited takeover attempt, and the one-time interest penalty.  Non-GAAP numbers should be read in conjunction with GAAP financial measures, as non-GAAP metrics are merely a supplement to, and not a replacement for, GAAP financial measures.  It should be noted as well that our adjusted earnings per diluted share metric may be different from adjusted earnings per diluted share metrics provided by other companies.

 



 

Airgas Reports Strong Third Quarter Earnings/Page 11 of 12

 

Adjusted Operating Margin

 

Reconciliations and computations of adjusted operating margin:

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

September 30,

 

 

December 31,

 

(Dollars in thousands)

 

2010

 

2010

 

2009

 

 

 

 

 

 

 

 

Net sales

 

$

1,034,464

 

$

1,061,663

 

$

944,763

 

 

 

 

 

 

 

 

 

Operating income

 

$

108,366

 

$

121,765

 

$

99,989

 

 

 

 

 

 

 

 

 

Operating margin

 

10.5

%

11.5

%

10.6

%

 

 

 

 

 

 

 

 

Plus:

 

 

 

 

 

 

 

Costs related to unsolicited takeover attempt

 

17,558

 

4,687

 

 

Multi-employer pension plan withdrawal charges

 

 

1,419

 

4,950

 

Adjusted operating income

 

$

125,924

 

$

127,871

 

$

104,939

 

 

 

 

 

 

 

 

 

Adjusted operating margin

 

12.2

%

12.0

%

11.1

%

 

The Company believes the above adjusted operating margin computations help investors assess the Company’s operating performance without the impact of charges associated with the Company’s withdrawal from multi-employer pension plans, and costs related to Air Products’ unsolicited takeover attempt. Non-GAAP numbers should be read in conjunction with GAAP financial measures, as non-GAAP metrics are merely a supplement to, and not a replacement for, GAAP financial measures.  It should be noted as well that our adjusted operating margin computations may be different from the adjusted operating margin computations provided by other companies.

 



 

Airgas Reports Strong Third Quarter Earnings/Page 12 of 12

 

Free Cash Flow and Adjusted Cash from Operations

 

Reconciliations and computations of free cash flow and adjusted cash from operations:

 

 

 

Nine Months Ended

 

 

 

December 31,

 

(Amounts in thousands)

 

2010

 

2009

 

 

 

 

 

 

 

Net cash provided by operating activities

 

$

88,425

 

$

411,735

 

 

 

 

 

 

 

Adjustments to cash provided by operating activities:

 

 

 

 

 

Cash used by the securitization of trade receivables

 

295,000

 

43,500

 

Stock issued for the Employee Stock Purchase Plan

 

11,015

 

11,336

 

Tax benefit realized from the exercise of stock options

 

6,373

 

3,824

 

Cash expenditures related to unsolicited takeover attempt

 

18,059

 

 

Adjusted cash from operations

 

418,872

 

470,395

 

 

 

 

 

 

 

Capital expenditures

 

(180,522

)

(191,674

)

 

 

 

 

 

 

Adjustments to capital expenditures:

 

 

 

 

 

Proceeds from sales of plant and equipment

 

10,629

 

8,889

 

Operating lease buyouts

 

6,418

 

1,687

 

Adjusted capital expenditures

 

(163,475

)

(181,098

)

 

 

 

 

 

 

Free Cash Flow

 

$

255,397

 

$

289,297

 

 

The Company believes that free cash flow and adjusted cash from operations provide investors meaningful insight into the Company’s ability to generate cash from operations, which is available for servicing debt obligations and for the execution of its business strategies, including acquisitions, the prepayment of debt, the payment of dividends, or to support other investing and financing activities.  Non-GAAP numbers should be read in conjunction with GAAP financial measures, as non-GAAP metrics are merely a supplement to, and not a replacement for, GAAP financial measures.  It should be noted as well that our free cash flow and adjusted cash from operations metrics may be different from free cash flow and adjusted cash from operations metrics provided by other companies.

 

Adjusted Debt

 

Reconciliations and computations of adjusted debt:

 

 

 

December 31,

 

March 31,

(In thousands)

 

2010

 

2010

 

 

 

 

 

 

Current portion of long-term debt

 

$

9,564

 

$

10,255

 

Long-term debt, excluding current portion

 

1,617,150

 

1,499,384

 

 

 

 

 

 

 

Total book debt

 

1,626,714

 

1,509,639

 

 

 

 

 

 

 

Securitization of trade receivables

 

 

295,000

 

 

 

 

 

 

 

Adjusted debt

 

$

1,626,714

 

$

1,804,639

 

 

 

 

 

 

 

Adjusted debt (reduction) year-to-date

 

$

(177,925

)

 

 

 

The Company uses adjusted debt to provide investors with a more meaningful measure of the Company’s debt obligations by adjusting for funds received under the trade receivables securitization program.