AIRGAS INC
8-K, 1999-11-01
CHEMICALS & ALLIED PRODUCTS
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                             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):
                           October 28, 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
                                                     _____________


<PAGE> 2

Item 5. Other Events.
        ____________

   On October 28, 1999, Airgas, Inc. reported its earnings for the
second quarter and six months ended September 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 October 28, 1999





























<PAGE> 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:     November 1, 1999



























<PAGE> 4

                                             For More Information:
                                              Chris Close
                                              (610) 902-6257
                                              [email protected]


               AIRGAS REPORTS RECORD AFTER-TAX CASH FLOW
                       IN FISCAL SECOND QUARTER

               -    After-tax Cash Flow Per Share Up 8% to $.53
               -    EPS Up 7% to $.16
               -    Same-store Sales Down 2.5%

     RADNOR, Pennsylvania, October 28, 1999 - Airgas Inc. (NYSE -
ARG) today reported results for the quarter and six-month period
ended September 30, 1999.

     Peter McCausland, chairman and chief executive officer,
commented, "Our record cash flow and solid earnings performance are
especially noteworthy given the continued weakness in many of our
customer segments.  Although overall the U.S. economy has been
healthy, manufacturing activity, excluding certain `high-tech'
sectors, has been weak over the past year.  Many of our competitors
and vendors are reporting soft sales as well.

     "We were encouraged to see that sales in September improved
relative to July and August levels, although it's certainly too
early to say that this is the beginning of an upward trend.  We
continue to aggressively pursue our long-term strategies and remain
focused on completing our infrastructure build-out and controlling
expenses and capital spending.  Our results are a tribute to the
hard work and dedication of our people in the field."

     After-tax cash flow (net earnings, excluding special items,
plus depreciation, amortization and deferred income taxes) for the
quarter was a record $37.7 million, or $.53 per diluted share,
compared to $35 million, or $.49 per diluted share, last year.  Net
earnings were $11.4 million, or $.16 per diluted share, which
excludes an after-tax gain of $7.6 million, or $.11 per diluted
share, related to the divestiture of operations in Poland and
Thailand, versus $10.5 million, or $.15 per diluted share, a year
ago.  Sales were $387 million compared to $397 million last year.

     After-tax cash flow for the six-month period increased to $72.9
million, or $1.02 per diluted share, compared to $69.9 million, or
$.97 per diluted share, last year.  Net earnings were $21 million,
or $.30 per diluted share, which excludes a net benefit of $.10 per
diluted share primarily consisting of the divestiture gain.  Net
earnings in the prior year, excluding a non-recurring benefit of
$.01 per diluted share, were $21.2 million, or $.29 per diluted
share.  Sales were $767 million compared to $797 million in the
prior year.

     Total same-store sales were down 2.5% in the second quarter
versus the same period a year ago.  Sales in the Distribution
segment were down 3.2% reflecting an increase of .4% for gas and
rent offset by a 5.7% decline in hardgoods sales.  Same-store sales
for the Gas Operations segment were up 4.5% for the quarter.

<PAGE> 5
     Total capital expenditures for the quarter were $16 million
versus $35 million in the prior year.  Capital spending year-to-date
was $31 million versus $57 million last year.

     During the quarter, the Company purchased 536 thousand shares
of its common stock at a total cost of $6.8 million.  For the first
six months of the fiscal year, the company purchased 1.2 million
shares at a total cost of $14.3 million.  There are approximately
six million shares remaining under the current share repurchase
authorization.

     The slides to be presented during the Company's earnings
teleconference, along with the teleconference replay instructions
are available on the Company's Internet site www.airgas.com.  The
replay will be accessible for one week starting at approximately
11:00AM Eastern Time on Friday, October 29, 1999.

     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.


                      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 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 underlying
market conditions, sales trends, the Company's ability to control
expenses and capital spending, any potential problems relating to
Year 2000 matters, and other factors described in the Company's
reports, including Form 10-Q dated June 30, 1999, filed by the
Company with the Securities and Exchange Commission.

     Consolidated statements of earnings and consolidated condensed
balance sheets follow.









<PAGE> 6
<TABLE>
<CAPTION>
                     AIRGAS, INC. AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF EARNINGS
             (Amounts in thousands, except per share data)
                              (Unaudited)

                                           Three Months Ended     Six Months Ended
                                             September 30,          September 30,
                                           1999       1998(a)     1999       1998(a)
<S>                                        <C>        <C>         <C>        <C>
Net sales:
     Distribution                          $346,973   $354,208    $692,940   $714,761
     Gas Operations                          40,316     42,384      73,842     82,604
          Total net sales                   387,289    396,592     766,782    797,365

Costs and expenses:
     Cost of products sold (excluding
      depreciation and amortization)
        Distribution                        186,647    192,789     375,079    390,140
        Gas Operations                       16,200     17,755      29,035     37,507
     Selling, distribution and
      administrative expenses               129,185    132,509     256,146    262,153
     Depreciation and amortization           22,953     21,748      45,119     43,345
     Special charge (b)                           -          -           -     (1,000)
     Total costs and expenses               354,985    364,801     705,379    732,145

Operating income:
     Distribution                            26,408     26,072      52,668     54,612
     Gas Operations                           5,896      5,719       8,735      9,608
     Special charge (b)                           -          -           -      1,000
          Total operating income             32,304     31,791      61,403     65,220

Interest expense, net                       (14,435)   (15,720)    (28,218)   (30,526)
Other income, net (c)                        15,183        709      15,405        831
Equity in earnings of unconsolidated
 affiliates                                     725      1,222       1,725      1,976
     Earnings before income taxes and
      the cumulative effect of an
      accounting change                      33,777     18,002      50,315     37,501

Income tax expense                           14,865      7,522      21,728     15,746

     Earnings before the cumulative
      effect of an accounting change         18,912     10,480      28,587     21,755

Cumulative effect of an accounting
 change, net of taxes (d)                         -          -        (590)         -

Net earnings                               $ 18,912   $ 10,480    $ 27,997   $ 21,755


Net earnings (excluding special items)(e)  $ 11,353   $ 10,480    $ 21,028   $ 21,180

Per share data:
     Basic earnings per share              $    .27   $    .15    $    .40   $    .31
     Diluted earnings per share            $    .27   $    .15    $    .39   $    .30

Per share data (excluding special items)(e):
     Basic earnings per share              $    .16   $    .15    $    .30   $    .30
     Diluted earnings per share            $    .16   $    .15    $    .30   $    .29

Weighted average shares outstanding:
     Basic                                   69,700     70,000      69,800     70,100
     Diluted                                 71,200     71,700      71,200     71,800

See notes to consolidated financial statements.
</TABLE>

<PAGE> 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 ($575 thousand after-tax)
    for the six months ended September 30, 1998 represent
    reserve adjustments related to the divestiture of two
    non-core businesses.

(c) Other income, net, for the three and six months ended September
    30, 1999 includes a $14.4 million ($7.6 million after-tax) non-
    recurring gain resulting from the divestiture of the Company's
    operations in Poland and Thailand.

(d) Effective April 1, 1999, the Company adopted Statement of
    Position 98-5, "Reporting on the Costs of Start-up Activities."  The
    six months ended September 30, 1999 include a first quarter after-tax
    charge of $590 thousand for the cumulative effect of an accounting
    change related to previously capitalized costs from start-up
    activities.

(e) Net earnings for the three and six months ended September 30,
    1999 excluding the first quarter after-tax charge of $590 thousand
    ($.01 per diluted share) and the second quarter after-tax gain of
    $7.6 million ($.11 per diluted share).  See notes (c) and (d).

    Net earnings for the six months ended September 30, 1998
    excluding the effect of reserve adjustments of $575
    thousand after-tax ($.01 per diluted share).  See note (b).





<PAGE> 8
<TABLE>
<CAPTION>

                     AIRGAS, INC. AND SUBSIDIARIES
                 CONSOLIDATED CONDENSED BALANCE SHEETS
                        (Amounts in thousands)


                                            (Unaudited)
                                            September 30,   March 31,
                                               1999           1999
<S>                                         <C>             <C>
ASSETS
Trade accounts receivable, net              $  199,796      $  195,708
Inventories, net                               157,418         154,424
Deferred income tax asset, net                   7,783           7,549
Prepaids and other current assets               21,326          21,161
    TOTAL CURRENT ASSETS                       386,323         378,842

Property, plant and equipment, net             729,811         717,859
Goodwill, net                                  427,846         428,349
Other non-current assets, net                  136,309         173,422
    TOTAL ASSETS                            $1,680,289      $1,698,472

LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable, trade                     $   71,698      $   85,486
Accrued expenses and
 other current liabilities                     106,454         108,295
Current portion of long-term debt                8,875          19,645
    TOTAL CURRENT LIABILITIES                  187,027         213,426

Long-term debt                                 835,015         847,841
Deferred income taxes                          148,586         142,675
Other non-current liabilities                   20,366          23,585

Stockholders' equity                           489,295         470,945
    TOTAL LIABILITIES AND
     STOCKHOLDERS' EQUITY                   $1,680,289      $1,698,472

</TABLE>



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