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): January 28, 2016
AIRGAS, INC.
______________________________________________________
(Exact name of registrant as specified in its charter)
|
| | | | |
Delaware | | 1-9344 | | 56-0732648 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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
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 2.02 Results of Operations and Financial Condition.
On January 28, 2016, Airgas, Inc. (the “Company”) reported its earnings for its third quarter ended December 31, 2015, 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 January 28, 2016
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: January 28, 2016
Airgas, Inc.
(Registrant)
/s/ THOMAS M. SMYTH
Thomas M. Smyth
Vice President & Controller
(Principal Accounting Officer)
Exhibit Index
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| |
Exhibit No. | Description |
99.1 | Press Release dated January 28, 2016 |
Exhibit 99.1
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| | |
| News Release | Airgas, Inc. 259 N. Radnor-Chester Road Suite 100 Radnor, PA 19087-5283 www.airgas.com |
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| |
Investor Contact: Joseph Marczely 610-263-8277 joseph.marczely@airgas.com | Media Contact: Sarah Boxler 610-263-8260 sarah.boxler@airgas.com |
Airgas Reports Fiscal 2016 Third Quarter Earnings
| |
• | Diluted EPS of $1.01, including $0.18 per diluted share of merger costs |
| |
• | Adjusted diluted EPS* of $1.19, compared to prior year diluted EPS of $1.23 |
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• | Year-to-date free cash flow* of $243 million, up 12% over prior year |
| |
• | As previously announced, on November 17, 2015, Airgas entered into an agreement and plan of merger under which, subject to the satisfaction of certain conditions, Air Liquide will acquire Airgas, Inc. in an all-cash transaction valued at $143 per share, with a total enterprise value of approximately $13.4 billion including debt assumed. See additional information below. |
RADNOR, PA – January 28, 2016 – Airgas, Inc. (NYSE: ARG), one of the nation’s leading suppliers of industrial, medical, and specialty gases, and related products, today reported earnings per diluted share of $1.01, including $0.18 per diluted share of merger costs for its third quarter ended December 31, 2015. Adjusted diluted EPS* of $1.19, is down 3% compared to prior year diluted EPS of $1.23 and is reflective of the challenging economic conditions.
Third quarter sales of $1.3 billion decreased 3% compared to the prior year. Organic sales were down 4% compared to the prior year, with gas and rent down 1% and hardgoods down 10%. In the Distribution segment, organic sales were down 5% compared to the prior year, with gas and rent down 1% and hardgoods down 10%. In the All Other Operations segment, organic sales were down 1%. Acquisitions contributed sales growth of 1% in the quarter on both a consolidated basis and in the Distribution segment and 10% in the All Other Operations segment.
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| | | | | | | | | | |
| Third Quarter |
| FY2016 | | FY2015 | | % Change |
Earnings per diluted share (GAAP) | $ | 1.01 |
| | $ | 1.23 |
| | -18 | % |
Merger costs | 0.18 |
| | — |
| | |
Adjusted earnings per diluted share (non-GAAP) | $ | 1.19 |
| | $ | 1.23 |
| | -3 | % |
“Our results continue to reflect the challenging industrial economy with sales to customers in our energy and chemical, and manufacturing and metal fabrication end markets down year over year in the high single digits. However, our diversified customer base, continued strength in non-residential construction, and tight expense management helped to mitigate the impact of the sales declines in those end markets,” said Airgas President and Chief Executive Officer Michael L. Molinini. “The quarterly results demonstrated the resilience of our gas business during difficult economic times. In addition, cash flow remains strong, with year-to-date free cash flow* up 12% over the prior period.”
Selling, distribution, and administrative expenses increased 2% over the prior year, with operating costs associated with acquired businesses accounting for the majority of the increase.
Operating margin for the quarter was 9.7% including the impact of $21 million in merger costs. Adjusted operating margin*, excluding merger costs, was 11.3%, down 90 basis points compared to the prior year. The decrease primarily reflects challenging economic conditions in the Distribution segment which reported a 4% decline in sales, a 3% decline in gross profits, flat selling, distribution, and administrative expenses, as well as a 5% increase in depreciation and amortization expense.
Year-to-date free cash flow* was $243 million, up 12% over the prior year, and adjusted cash from operations* was $545 million, up 1% over the prior year.
During the six months ended September 30, 2015, the company repurchased 3.8 million shares on the open market for $375 million, reflecting an average price of $99.54 per share.
Return on capital* was 11.2% for the 12 months ended December 31, 2015, down 90 basis points compared to the prior year.
From the beginning of its fiscal year, the Company has acquired 17 businesses with aggregate annual sales of approximately $84 million.
“I am proud of the entire Airgas team and the strong history we have of creating shareholder value," said Airgas Executive Chairman Peter McCausland. “The announced transaction with Air Liquide is very compelling for our shareholders. Air Liquide’s long-term vision and strong heritage in the U.S. make it the right fit for our valued customers, and the combination creates significant opportunities for the talented employees of both companies. Airgas customers and employees will benefit from Air Liquide’s unrivaled global footprint and strength in technology, innovation and operational efficiency, while Airgas is ready to bring the entrepreneurial culture and packaged gas excellence that have driven our success to date. We are excited about the prospects of integrating these two businesses to create the largest industrial gas company in the world. We have been working closely with the Air Liquide team to plan for the successful integration of the two companies and look forward to finalizing the merger when the necessary approvals have been obtained.”
Important Additional Information and Where to Find It
In connection with the proposed acquisition of Airgas, Inc. (“Airgas”) by L’Air Liquide, S.A., Airgas has filed with the U.S. Securities and Exchange Commission (the “SEC”) and mailed or otherwise provided to its stockholders a definitive proxy statement regarding the proposed transaction. BEFORE MAKING ANY VOTING DECISION, AIRGAS STOCKHOLDERS ARE URGED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT IN ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE THEREIN BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and security holders may obtain a free copy of the proxy statement and other documents that Airgas files with the SEC (when available) from the SEC’s website at www.sec.gov and Airgas’ website at http://investor.shareholder.com/arg/. In addition, the proxy statement and other documents filed by Airgas with the SEC (when available) may be obtained from Airgas free of charge by directing a request to Joseph Marczely, Manager, Investor Relations, Airgas, Inc., 259 N. Radnor-Chester Road, Radnor, PA 19087-5283, Phone: 610-263-8277.
Airgas and its directors, executive officers and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from Airgas stockholders with respect to the proposed acquisition of Airgas. Security holders may obtain information regarding the names, affiliations and interests of such individuals in Airgas’ Annual Report on Form 10-K for the fiscal year ended March 31, 2015 and proxy statement for its 2015 annual meeting of stockholders. Additional information regarding the interests of such individuals in the proposed acquisition of Airgas is in the proxy statement relating to such acquisition. These documents may be obtained free of charge from the SEC’s website at www.sec.gov and Airgas’ website at http://investor.shareholder.com/arg/.
In anticipation of the merger with Air Liquide, Airgas will not conduct a quarterly earnings conference call, nor issue financial guidance for the upcoming quarter. Airgas has also suspended its share repurchase program.
* See attached reconciliations and computations of non-GAAP adjusted earnings per diluted share, adjusted operating margin, adjusted cash from operations, free cash flow, and return on capital financial measures.
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. Approximately 17,000 associates work in more than 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 the completion of the merger with Air Liquide and statements regarding the future operations of Airgas' business. 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 occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement with Air Liquide, including a termination of the merger agreement under circumstances that could require Airgas to pay a termination fee; the failure to obtain the required vote of the Company’s stockholders to adopt the merger agreement, the failure to obtain required regulatory clearances, or the failure to satisfy any of the other closing conditions to the merger, and any delay in connection with the foregoing; risks related to disruption of management’s attention from the Company’s ongoing business operations due to the pendency of the merger; the effect of the announcement of the merger on the ability of the Company to retain and hire key personnel, maintain relationships with its customers and suppliers, and maintain its operating results and business generally; the outcome of any legal proceedings that have been or may be instituted against the Company and others relating to the merger agreement; the possible adverse effect on Airgas’ business and the price of Airgas common stock if the merger is not completed in a timely manner or at all; the parties’ ability to complete the transactions contemplated by the merger agreement in a timely manner or at all; limitations placed on Airgas’ ability to operate its business under the merger agreement; 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, including helium; 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, 2015 Form 10-K, June 30, 2015 and September 30, 2015 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 and computations of non-GAAP financial measures follow below.
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, |
| 2015 | | 2014 | | 2015 | | 2014 |
Net sales | $ | 1,295,414 |
| | $ | 1,331,820 |
| | $ | 4,019,693 |
| | $ | 4,003,162 |
|
| | | | | | | |
Costs and expenses: | | | | | | | |
Cost of products sold (excluding depreciation) | 553,582 |
| | 588,933 |
| | 1,751,921 |
| | 1,772,873 |
|
Selling, distribution and administrative expenses | 506,143 |
| | 496,409 |
| | 1,535,298 |
| | 1,491,497 |
|
Merger costs (a) | 21,393 |
| | — |
| | 21,393 |
| | — |
|
Depreciation | 79,940 |
| | 75,556 |
| | 237,266 |
| | 221,351 |
|
Amortization | 8,769 |
| | 8,036 |
| | 25,505 |
| | 23,693 |
|
Total costs and expenses | 1,169,827 |
| | 1,168,934 |
| | 3,571,383 |
| | 3,509,414 |
|
| | | | | | | |
Operating income | 125,587 |
| | 162,886 |
| | 448,310 |
| | 493,748 |
|
| | | | | | | |
Interest expense, net | (15,142 | ) | | (13,673 | ) | | (44,440 | ) | | (48,374 | ) |
Other income, net | 4,316 |
| | (238 | ) | | 5,853 |
| | 1,712 |
|
Earnings before income taxes | 114,761 |
| | 148,975 |
| | 409,723 |
| | 447,086 |
|
| | | | | | | |
Income taxes | (40,897 | ) | | (55,776 | ) | | (149,590 | ) | | (166,723 | ) |
Net earnings | $ | 73,864 |
| | $ | 93,199 |
| | $ | 260,133 |
| | $ | 280,363 |
|
Net earnings per common share: | | | | | | | |
Basic earnings per share | $ | 1.02 |
| | $ | 1.25 |
| | $ | 3.53 |
| | $ | 3.76 |
|
Diluted earnings per share | $ | 1.01 |
| | $ | 1.23 |
| | $ | 3.49 |
| | $ | 3.70 |
|
Weighted average shares outstanding: | | | | | | | |
Basic | 72,127 |
| | 74,767 |
| | 73,732 |
| | 74,534 |
|
Diluted | 73,112 |
| | 75,954 |
| | 74,603 |
| | 75,721 |
|
See accompanying notes.
AIRGAS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
(Unaudited)
|
| | | | | | | |
| December 31,
2015 | | March 31,
2015 |
ASSETS | | | |
Cash | $ | 46,877 |
| | $ | 50,724 |
|
Trade receivables, net | 671,507 |
| | 708,227 |
|
Inventories, net | 485,230 |
| | 474,070 |
|
Deferred income tax asset, net | 65,180 |
| | 58,072 |
|
Prepaid expenses and other current assets | 165,653 |
| | 124,591 |
|
TOTAL CURRENT ASSETS | 1,434,447 |
| | 1,415,684 |
|
| | | |
Plant and equipment, net | 3,078,892 |
| | 2,951,766 |
|
Goodwill | 1,362,610 |
| | 1,313,644 |
|
Other intangible assets, net | 256,251 |
| | 244,519 |
|
Other non-current assets | 48,674 |
| | 47,997 |
|
TOTAL ASSETS | $ | 6,180,874 |
| | $ | 5,973,610 |
|
| | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | |
Accounts payable, trade | $ | 159,887 |
| | $ | 206,187 |
|
Accrued expenses and other current liabilities | 369,787 |
| | 346,879 |
|
Short-term debt | 498,551 |
| | 325,871 |
|
Current portion of long-term debt (b) | 250,125 |
| | 250,110 |
|
TOTAL CURRENT LIABILITIES | 1,278,350 |
| | 1,129,047 |
|
| | | |
Long-term debt, excluding current portion (b, c) | 1,953,450 |
| | 1,748,662 |
|
Deferred income tax liability, net | 880,761 |
| | 854,574 |
|
Other non-current liabilities | 92,843 |
| | 89,741 |
|
Stockholders’ equity | 1,975,470 |
| | 2,151,586 |
|
Total liabilities and stockholders’ equity | $ | 6,180,874 |
| | $ | 5,973,610 |
|
See accompanying notes.
AIRGAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
|
| | | | | | | |
| Nine Months Ended |
| December 31, |
| 2015 | | 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES | | | |
Net earnings | $ | 260,133 |
| | $ | 280,363 |
|
Adjustments to reconcile net earnings to net cash provided by operating activities: | | | |
Depreciation | 237,266 |
| | 221,351 |
|
Amortization | 25,505 |
| | 23,693 |
|
Deferred income taxes | 18,910 |
| | 14,332 |
|
Gain on sales of plant and equipment | (2,965 | ) | | (1,654 | ) |
Stock-based compensation expense | 24,303 |
| | 25,618 |
|
| | | |
Changes in assets and liabilities, excluding effects of business acquisitions: | | | |
Trade receivables, net | 42,641 |
| | 14,337 |
|
Inventories, net | (6,832 | ) | | (20,974 | ) |
Prepaid expenses and other current assets | (40,277 | ) | | (58,230 | ) |
Accounts payable, trade | (48,701 | ) | | 5,195 |
|
Accrued expenses and other current liabilities | 8,628 |
| | 17,972 |
|
Other, net | (6,087 | ) | | (7,319 | ) |
Net cash provided by operating activities | 512,524 |
| | 514,684 |
|
| | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | |
Capital expenditures | (366,751 | ) | | (338,905 | ) |
Proceeds from sales of plant and equipment | 19,675 |
| | 16,992 |
|
Business acquisitions and holdback settlements | (100,329 | ) | | (45,165 | ) |
Other, net | 1,780 |
| | 316 |
|
Net cash used in investing activities | (445,625 | ) | | (366,762 | ) |
| | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | |
Net increase in short-term debt | 171,637 |
| | 27,966 |
|
Proceeds from borrowings of long-term debt (c) | 471,870 |
| | 312,941 |
|
Repayment of long-term debt | (264,138 | ) | | (406,345 | ) |
Financing costs | (3,311 | ) | | (5,236 | ) |
Purchase of treasury stock (d) | (374,706 | ) | | — |
|
Proceeds from the exercise of stock options | 30,593 |
| | 41,565 |
|
Stock issued for the Employee Stock Purchase Plan | 14,293 |
| | 13,304 |
|
Excess tax benefit realized from the exercise of stock options | 7,085 |
| | 10,487 |
|
Dividends paid to stockholders | (131,841 | ) | | (123,080 | ) |
Change in cash overdraft and other | 7,772 |
| | (15,497 | ) |
Net cash used in financing activities | (70,746 | ) | | (143,895 | ) |
| | | |
Change in cash | $ | (3,847 | ) | | $ | 4,027 |
|
Cash – Beginning of period | 50,724 |
| | 69,561 |
|
Cash – End of period | $ | 46,877 |
| | $ | 73,588 |
|
See accompanying notes.
Notes:
| |
a) | On November 17, 2015, Airgas entered into an agreement and plan of merger under which, subject to the satisfaction of certain conditions, Air Liquide will acquire Airgas, Inc. In connection with the agreement and plan of merger, the Company incurred $21.4 million of legal and professional fees and other costs, during the three months ended December 31, 2015. |
| |
b) | In June 2015, the Company’s $250 million 2.95% senior notes maturing June 2016 were reclassified to the “Current portion of long-term debt” line item of the Company’s Condensed Consolidated Balance Sheet. In September 2015, the Company redeemed all $250 million of its outstanding 3.25% senior notes maturing October 2015. |
| |
c) | On August 11, 2015, the Company issued $400 million of 3.050% senior notes maturing on August 1, 2020. |
| |
d) | On May 28, 2015, the Company announced a $500 million share repurchase program. During the six months ended September 30, 2015, the Company repurchased 3.8 million shares on the open market at an average price of $99.54. At December 31, 2015, $125 million was available for additional share repurchases under the program. |
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e) | Business segment information for the Company’s Distribution and All Other Operations business segments is presented in the following tables. Amounts in the “Eliminations and Other” column reported for net sales and cost of products sold (excluding depreciation) represent the elimination of intercompany sales and associated gross profit on sales from the Company’s All Other Operations business segment to the Distribution business segment. Although corporate operating expenses are generally allocated to each business segment based on sales dollars, the Company reported expenses related to the Air Liquide merger under selling, distribution and administrative expenses in the “Eliminations and Other” column. |
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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| (Unaudited) | | (Unaudited) |
| Three Months Ended | | Three Months Ended |
| December 31, 2015 | | December 31, 2014 |
(In thousands) | Dist. | | All Other
Ops. | | Elim. & Other | | Total | | Dist. | | All Other
Ops. | | Elim. & Other | | Total |
Gas and rent | $ | 707,707 |
| | $ | 151,380 |
| | $ | (11,040 | ) | | $ | 848,047 |
| | $ | 711,030 |
| | $ | 139,226 |
| | $ | (7,698 | ) | | $ | 842,558 |
|
Hardgoods | 446,431 |
| | 937 |
| | (1 | ) | | 447,367 |
| | 488,315 |
| | 950 |
| | (3 | ) | | 489,262 |
|
Net sales | 1,154,138 |
| | 152,317 |
| | (11,041 | ) | | 1,295,414 |
| | 1,199,345 |
| | 140,176 |
| | (7,701 | ) | | 1,331,820 |
|
Cost of products sold (excluding depreciation) | 495,806 |
| | 68,817 |
| | (11,041 | ) | | 553,582 |
| | 521,782 |
| | 74,852 |
| | (7,701 | ) | | 588,933 |
|
Selling, distribution and administrative expenses | 449,989 |
| | 56,154 |
| | — |
| | 506,143 |
| | 449,616 |
| | 46,793 |
| | — |
| | 496,409 |
|
Merger costs | — |
| | — |
| | 21,393 |
| | 21,393 |
| | — |
| | — |
| | — |
| | — |
|
Depreciation | 72,398 |
| | 7,542 |
| | — |
| | 79,940 |
| | 69,134 |
| | 6,422 |
| | — |
| | 75,556 |
|
Amortization | 7,441 |
| | 1,328 |
| | — |
| | 8,769 |
| | 6,914 |
| | 1,122 |
| | — |
| | 8,036 |
|
Total costs and expenses | 1,025,634 |
| | 133,841 |
| | 10,352 |
| | 1,169,827 |
| | 1,047,446 |
| | 129,189 |
| | (7,701 | ) | | 1,168,934 |
|
Operating income | $ | 128,504 |
| | $ | 18,476 |
| | $ | (21,393 | ) | | $ | 125,587 |
| | $ | 151,899 |
| | $ | 10,987 |
| | $ | — |
| | $ | 162,886 |
|
| | | | | | | | | | | | | | | |
| (Unaudited) | | (Unaudited) |
| Nine Months Ended | | Nine Months Ended |
| December 31, 2015 | | December 31, 2014 |
(In thousands) | Dist. | | All Other
Ops. | | Elim. & Other | | Total | | Dist. | | All Other
Ops. | | Elim. & Other | | Total |
Gas and rent | $ | 2,160,201 |
| | $ | 482,494 |
| | $ | (30,425 | ) | | $ | 2,612,270 |
| | $ | 2,126,338 |
| | $ | 423,139 |
| | $ | (22,813 | ) | | $ | 2,526,664 |
|
Hardgoods | 1,404,113 |
| | 3,320 |
| | (10 | ) | | 1,407,423 |
| | 1,473,629 |
| | 2,875 |
| | (6 | ) | | 1,476,498 |
|
Net sales | 3,564,314 |
| | 485,814 |
| | (30,435 | ) | | 4,019,693 |
| | 3,599,967 |
| | 426,014 |
| | (22,819 | ) | | 4,003,162 |
|
Cost of products sold (excluding
depreciation) | 1,547,624 |
| | 234,732 |
| | (30,435 | ) | | 1,751,921 |
| | 1,574,582 |
| | 221,110 |
| | (22,819 | ) | | 1,772,873 |
|
Selling, distribution and administrative expenses | 1,373,957 |
| | 161,341 |
| | — |
| | 1,535,298 |
| | 1,351,722 |
| | 139,775 |
| | — |
| | 1,491,497 |
|
Merger costs | — |
| | — |
| | 21,393 |
| | 21,393 |
| | — |
| | — |
| | — |
| | — |
|
Depreciation | 215,343 |
| | 21,923 |
| | — |
| | 237,266 |
| | 202,545 |
| | 18,806 |
| | — |
| | 221,351 |
|
Amortization | 22,033 |
| | 3,472 |
| | — |
| | 25,505 |
| | 20,519 |
| | 3,174 |
| | — |
| | 23,693 |
|
Total costs and expenses | 3,158,957 |
| | 421,468 |
| | (9,042 | ) | | 3,571,383 |
| | 3,149,368 |
| | 382,865 |
| | (22,819 | ) | | 3,509,414 |
|
Operating income | $ | 405,357 |
| | $ | 64,346 |
| | $ | (21,393 | ) | | $ | 448,310 |
| | $ | 450,599 |
| | $ | 43,149 |
| | $ | — |
| | $ | 493,748 |
|
Reconciliations of Non-GAAP Financial Measures (Unaudited)
Adjusted Earnings per Diluted Share
Reconciliation of adjusted earnings per diluted share:
|
| | | | | | | |
| Three Months Ended |
| December 31, |
| 2015 | | 2014 |
Earnings per diluted share | $ | 1.01 |
| | $ | 1.23 |
|
Merger costs | 0.18 |
| | — |
|
Adjusted earnings per diluted share | $ | 1.19 |
| | $ | 1.23 |
|
The Company believes its adjusted earnings per diluted share financial measure provides investors meaningful insight into its earnings performance without the impact of merger costs. 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.
Adjusted Operating Income and Adjusted Operating Margin
Reconciliation of adjusted operating income and adjusted operating margin:
|
| | | | | | | |
| Three Months Ended |
| December 31, |
(In thousands) | 2015 | | 2014 |
Net sales | $ | 1,295,414 |
| | $ | 1,331,820 |
|
| | | |
Operating income | $ | 125,587 |
| | $ | 162,886 |
|
| | | |
Operating margin | 9.7 | % | | 12.2 | % |
| | | |
Adjustments to operating income: | | | |
Merger costs | 21,393 |
| | — |
|
Adjusted operating income | $ | 146,980 |
| | $ | 162,886 |
|
| | | |
Adjusted operating margin | 11.3 | % | | 12.2 | % |
The Company believes its adjusted operating income and adjusted operating margin financial measures help investors assess its operating performance without the impact of merger costs. 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 operating income and adjusted operating margin financial measures may be different from the adjusted operating income and adjusted operating margin financial measures provided by other companies.
Return on Capital
Reconciliation and computation of return on capital:
|
| | | | | | | |
| December 31, |
(In thousands) | 2015 | | 2014 |
Operating income - trailing four quarters | $ | 595,840 |
| | $ | 643,980 |
|
Adjustments to operating income: | | | |
Merger costs | 21,393 |
| | — |
|
Adjusted operating income - trailing four quarters | $ | 617,233 |
| | $ | 643,980 |
|
| | | |
Average of total assets | $ | 6,072,636 |
| | $ | 5,863,082 |
|
Average of current liabilities (exclusive of debt) | (547,392 | ) | | (544,940 | ) |
Average capital employed | $ | 5,525,244 |
| | $ | 5,318,142 |
|
| | | |
Return on capital | 11.2 | % | | 12.1 | % |
The Company believes its return on capital financial measure helps investors assess how effectively it uses the capital invested in its operations. 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 be noted as well that the Company’s return on capital financial measure may be different from the return on capital financial measures provided by other companies.
Adjusted Cash from Operations, Adjusted Capital Expenditures, and Free Cash Flow
Reconciliations and computations of adjusted cash from operations, adjusted capital expenditures, and free cash flow:
|
| | | | | | | |
| Nine Months Ended |
| December 31, |
(In thousands) | 2015 | | 2014 |
Net cash provided by operating activities | $ | 512,524 |
| | $ | 514,684 |
|
| | | |
Adjustments to net cash provided by operating activities: | | | |
Stock issued for the Employee Stock Purchase Plan | 14,293 |
| | 13,304 |
|
Excess tax benefit realized from the exercise of stock options | 7,085 |
| | 10,487 |
|
Cash expenditures related to merger | 11,293 |
| | — |
|
Adjusted cash from operations | 545,195 |
| | 538,475 |
|
| | | |
Capital expenditures | (366,751 | ) | | (338,905 | ) |
| | | |
Adjustments to capital expenditures: | | | |
Proceeds from sales of plant and equipment | 19,675 |
| | 16,992 |
|
Operating lease buyouts | 44,959 |
| | 1,349 |
|
Adjusted capital expenditures | (302,117 | ) | | (320,564 | ) |
| | | |
Free cash flow | $ | 243,078 |
| | $ | 217,911 |
|
| | | |
Net cash used in investing activities | $ | (445,625 | ) | | $ | (366,762 | ) |
Net cash used in financing activities | $ | (70,746 | ) | | $ | (143,895 | ) |
The Company believes its adjusted cash from operations, adjusted capital expenditures, and free cash flow financial measures provide investors meaningful insight into its ability to generate cash from operations, excluding the impact of cash expenditures related to the Air Liquide merger, 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. The Company’s free cash flow financial measure has limitations and does not represent the residual cash flow available for discretionary expenditures. Certain non-discretionary expenditures such as payments on maturing debt obligations are excluded from the Company’s computation of its free cash flow financial measure. 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 cash from operations, adjusted capital expenditures, and free cash flow financial measures may be different from the adjusted cash from operations, adjusted capital expenditures, and free cash flow financial measures provided by other companies.
Airgas (NYSE:ARG)
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