UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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):
March 20, 2015
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AIRGAS, INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
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1-9344
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56-0732648
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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259 North Radnor-Chester Road, Suite 100 Radnor, PA 19087-5283
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(Address of principal executive offices)
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Registrant’s telephone number, including area code: (610) 687-5253
Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 8.01 Other Events.
On March 20, 2015, Airgas, Inc. (the “Company”) announced that the
Company has lowered its guidance for the fourth quarter ending March 31,
2015, and provided certain preliminary financial information for the
quarter, as described in the press release attached as Exhibit 99.1 and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) None
(b) None
(c) None
(d) Exhibits.
99.1 – Press release dated March 20, 2015
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated:
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March 20, 2015
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AIRGAS, INC.
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(Registrant)
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BY:
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/s/ Thomas M. Smyth
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Thomas M. Smyth
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Vice President & Controller
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(Principal Accounting Officer)
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Exhibit Index
Exhibit No.
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Description
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Exhibit 99.1
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Press release dated March 20, 2015
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Exhibit 99.1
Airgas
Provides Update on Fiscal 2015 Fourth Quarter Organic Sales Growth and
Issues Revised Fourth Quarter Guidance
RADNOR, Pa.--(BUSINESS WIRE)--March 20, 2015--Airgas, Inc. (NYSE: ARG),
one of the nation’s leading suppliers of industrial, medical, and
specialty gases, and related products, today provided an update on
organic sales growth and issued revised earnings guidance for its fourth
quarter ending March 31, 2015.
“Organic sales growth has been disappointing this quarter,” said
President and Chief Executive Officer Michael Molinini. “Organic sales
year-over-year growth rates, which were 6% in the December quarter, have
moved lower this quarter. Based on sales to date and current trends, we
now expect year-over-year organic growth for our fourth quarter to be in
the range of 1% to 2%, compared to growth of 6% to 7% which was assumed
in our guidance. While we anticipated near-term sales challenges due to
the uncertainty caused by the significant and rapid decline in oil
prices and the impact of the strong dollar on manufacturers that export,
we are experiencing greater than anticipated declines in growth rates in
our Energy & Chemicals and Manufacturing customer segments. We have also
been impacted by challenging weather conditions throughout much of the
country. As a result of this anticipated sales shortfall, we now
estimate that earnings per diluted share will be in the range of $1.13
to $1.16 as compared to our prior year’s fourth quarter adjusted
earnings per diluted share* of $1.15.”
The company’s previous fiscal 2015 fourth quarter earnings per diluted
share guidance was $1.25 to $1.30.
“We are seeing an economy that is clearly weaker than it was in the
December quarter, and the level of uncertainty in the marketplace makes
it difficult for us to predict our near-term sales outlook. We continue
to look hard at all our operating costs and execute our productivity
initiatives, and we will manage more tightly all capital expenditures
until sustained growth levels return. We remain optimistic that the U.S.
economy and Airgas will ultimately benefit as lower energy costs filter
through the large and diverse customer base we serve, but we cannot
count on strong organic growth in the near-term,” said Executive
Chairman Peter McCausland. “We are confident that Airgas is maintaining
or improving its competitive position in the industry.”
* See attached reconciliation of non-GAAP adjusted earnings per diluted
share guidance.
About Airgas, Inc.
Airgas, Inc. (NYSE: ARG), through its subsidiaries, is one of the
nation's leading suppliers of industrial, medical and specialty gases,
and hardgoods, such as welding equipment and related products. Airgas is
a leading U.S. producer of atmospheric gases with 16 air separation
plants, a leading producer of carbon dioxide, dry ice, and nitrous
oxide, one of the largest U.S. suppliers of safety products, and a
leading U.S. supplier of refrigerants, ammonia products, and process
chemicals. More than 16,000 associates work in approximately 1,100
locations, including branches, retail stores, gas fill plants, specialty
gas labs, production facilities and distribution centers. Airgas also
markets its products and services through e-Business, 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 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: our expectations regarding our fiscal
2015 fourth quarter organic sales growth and earnings per diluted share,
including earnings per diluted share and sales in the month of March;
our management of capital expenditures; and our expectation that lower
energy costs will be beneficial to us over time. 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. 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: the impact from the decline in oil prices on our customers;
adverse changes in customer buying patterns or weakening in the
operating and financial performance of our customers, any of which could
negatively impact our sales and our ability to collect our accounts
receivable; postponement of projects due to economic conditions and
uncertainty in the energy sector; the impact of the strong dollar on our
manufacturer customers that export; customer acceptance of price
increases; increases in energy costs and other operating expenses at a
faster rate than our ability to increase prices; changes in customer
demand resulting in our inability to meet minimum product purchase
requirements under long-term supply agreements and the inability to
negotiate alternative supply arrangements; supply cost pressures;
shortages and/or disruptions in the supply chain of certain gases; EPA
rulings and the impact in the marketplace of U.S. compliance with the
Montreal Protocol as related to the production and import of
Refrigerant-22 (also known as HCFC-22 or R-22); our ability to
successfully build, complete in a timely manner and operate our new
facilities; higher than expected expenses associated with the expansion
of our telesales business, e-Business platform, the adjustment of our
regional management structures, our strategic pricing initiatives and
other strategic growth initiatives; increased industry competition; our
ability to successfully identify, consummate, and integrate
acquisitions; our ability to achieve anticipated acquisition synergies;
operating costs associated with acquired businesses; our continued
ability to access credit markets on satisfactory terms; significant
fluctuations in interest rates; the impact of changes in credit market
conditions on our customers; our ability to effectively leverage our new
SAP system to improve the operating and financial performance of our
business; changes in tax and fiscal policies and laws; increased
expenditures relating to compliance with environmental and other
regulatory initiatives; the impact of new environmental, healthcare,
tax, accounting, and other regulations; the overall U.S. industrial
economy; catastrophic events and/or severe weather conditions; political
and economic uncertainties associated with current world events; and
other factors described in the Company's reports, including its March
31, 2014 Form 10-K, subsequent Forms 10-Q, and other forms filed by the
Company with the SEC.
Reconciliations of Non-GAAP Financial Measures (Unaudited)
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Revised Earnings per Diluted Share Guidance
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Reconciliations of adjusted earnings per diluted share guidance:
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Three
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(Guidance Range)
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(Guidance Range)
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Months
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Three Months Ending
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Year
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Year Ending
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Ended
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March 31, 2015
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Ended
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March 31, 2015
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Mar 31,
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Mar 31,
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2014
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Low
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High
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2014
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Low
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High
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Earnings per diluted share
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$
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1.17
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$
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1.13
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$
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1.16
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$
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4.68
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$
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4.83
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$
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4.86
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Adjustments to earnings per diluted share:
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State income tax benefit
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(0.02
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-
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-
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(0.04
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)
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-
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-
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Loss on the extinguishment of debt
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-
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-
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-
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0.08
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-
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-
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Adjusted earnings per diluted share
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$
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1.15
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$
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1.13
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$
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1.16
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$
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4.72
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$
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4.83
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$
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4.86
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Year-over-year change
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(2%
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1%
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2%
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3%
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The Company believes its adjusted earnings per diluted share financial
measure provides investors meaningful insight into its earnings
performance without the impact of benefits from the changes in state
income tax rates and law, and the loss on the extinguishment of debt.
Non-GAAP financial measures should be read in conjunction with GAAP
financial measures, as non-GAAP financial measures are merely a
supplement to, and not a replacement for, GAAP financial measures. It
should also be noted that the Company’s adjusted earnings per diluted
share financial measure may be different from the adjusted earnings per
diluted share financial measures provided by other companies.
CONTACT:
Airgas, Inc.
Investor Contact:
Joseph Marczely,
610-263-8277
joseph.marczely@airgas.com
or
Media
Contact:
Sarah Boxler, 610-263-8260
sarah.boxler@airgas.com
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