e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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þ |
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: June 30, 2006
Commission file number: 1-9344
AIRGAS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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56-0732648 |
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(State or other jurisdiction of
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(I.R.S. Employer |
incorporation or organization)
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Identification No.) |
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259 North Radnor-Chester Road, Suite 100 Radnor, PA
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19087-5283 |
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(Address of principal executive offices)
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(ZIP code) |
(610) 687-5253
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant
was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days.
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in
Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
þ Accelerated filer o Non-accelerated filer o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).
Yes o No þ
Shares of
common stock outstanding at August 7, 2006:
77,801,186 shares
AIRGAS, INC.
FORM 10-Q
June 30, 2006
INDEX
2
PART I. FINANCIAL INFORMATION
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ITEM 1. Financial Statements |
AIRGAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
(In thousands, except per share amounts)
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Three Months Ended | |
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June 30, | |
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2006 | |
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2005 | |
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Net Sales
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$ |
773,036 |
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$ |
678,125 |
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Costs and Expenses:
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Cost of products sold (excluding depreciation)
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383,219 |
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334,863 |
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Selling, distribution and administrative expenses
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275,977 |
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249,849 |
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Depreciation
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33,162 |
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29,110 |
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Amortization
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1,772 |
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1,299 |
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Total costs and expenses
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694,130 |
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615,121 |
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Operating Income
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78,906 |
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63,004 |
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Interest expense, net
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(13,676 |
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(13,944 |
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Discount on securitization of trade receivables
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(3,336 |
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(1,848 |
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Other income, net
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213 |
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912 |
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Earnings before income taxes and minority interest
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62,107 |
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48,124 |
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Income taxes
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(22,744 |
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(18,135 |
) |
Minority interest in earnings of consolidated affiliate
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(711 |
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(522 |
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Income from continuing operations
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38,652 |
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29,467 |
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Income from discontinued operations, net of tax
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180 |
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Net Earnings
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$ |
38,652 |
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$ |
29,647 |
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Net Earnings Per Common Share
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Basic
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Earnings from continuing operations
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$ |
0.50 |
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$ |
0.39 |
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Earnings from discontinued operations
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Net earnings per share
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$ |
0.50 |
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$ |
0.39 |
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Diluted
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Earnings from continuing operations
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$ |
0.48 |
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$ |
0.38 |
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Earnings from discontinued operations
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Net earnings per share
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$ |
0.48 |
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$ |
0.38 |
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Weighted average shares outstanding:
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Basic
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77,557 |
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76,252 |
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Diluted
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82,436 |
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77,951 |
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Comprehensive income
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$ |
40,218 |
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$ |
29,468 |
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See accompanying notes to consolidated financial statements.
3
AIRGAS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
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(Unaudited) | |
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June 30, | |
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March 31, | |
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2006 | |
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2006 | |
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ASSETS
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Current Assets
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Cash
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$ |
33,118 |
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$ |
34,985 |
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Trade receivables, less allowances for doubtful accounts of
$16,175 at June 30, 2006 and $14,782 at March 31, 2006
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159,696 |
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132,245 |
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Inventories, net
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234,603 |
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229,523 |
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Deferred income tax asset, net
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24,411 |
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30,141 |
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Prepaid expenses and other current assets
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29,125 |
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31,622 |
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Total current assets
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480,953 |
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458,516 |
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Plant and equipment at cost
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2,250,050 |
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2,191,673 |
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Less accumulated depreciation
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(821,713 |
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(792,916 |
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Plant and equipment, net
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1,428,337 |
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1,398,757 |
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Goodwill
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570,625 |
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566,074 |
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Other intangible assets, net
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27,721 |
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26,248 |
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Other non-current assets
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24,404 |
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24,817 |
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Total assets
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$ |
2,532,040 |
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$ |
2,474,412 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
Current Liabilities
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Accounts payable, trade
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$ |
128,669 |
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$ |
143,752 |
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Accrued expenses and other current liabilities
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198,484 |
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200,001 |
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Current portion of long-term debt
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106,010 |
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131,901 |
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Total current liabilities
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433,163 |
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475,654 |
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Long-term debt, excluding current portion
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675,825 |
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635,726 |
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Deferred income tax liability, net
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338,150 |
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327,818 |
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Other non-current liabilities
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35,394 |
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30,864 |
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Minority interest in affiliate
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57,191 |
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57,191 |
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Commitments and contingencies
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Stockholders Equity
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Preferred stock, no par value, 20,000 shares authorized, no
shares issued or outstanding at June 30, 2006 and
March 31, 2006
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Common stock, par value $0.01 per share,
200,000 shares authorized, 78,960 and 78,569 shares
issued at June 30, 2006 and March 31, 2006,
respectively
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790 |
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786 |
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Capital in excess of par value
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299,967 |
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289,598 |
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Retained earnings
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698,377 |
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665,158 |
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Accumulated other comprehensive income
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6,317 |
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4,751 |
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Treasury stock, 1,292 common shares at cost at both
June 30, 2006 and March 31, 2006
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(13,134 |
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(13,134 |
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Total stockholders equity
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992,317 |
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947,159 |
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Total liabilities and stockholders equity
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$ |
2,532,040 |
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$ |
2,474,412 |
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See accompanying notes to consolidated financial statements.
4
AIRGAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Three Months | |
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Three Months | |
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Ended | |
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Ended | |
(In thousands) |
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June 30, 2006 | |
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June 30, 2005 | |
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CASH FLOWS FROM OPERATING ACTIVITIES
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Net earnings
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$ |
38,652 |
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$ |
29,647 |
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Adjustments to reconcile net earnings to net cash provided by
operating activities:
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Depreciation
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33,162 |
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29,110 |
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Amortization
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1,772 |
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1,299 |
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Deferred income taxes
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14,574 |
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11,082 |
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Loss on sales of plant and equipment
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128 |
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122 |
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Minority interest in earnings
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711 |
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522 |
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Stock-based compensation expense
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2,752 |
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Stock issued for employee stock purchase plan
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2,822 |
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2,514 |
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Changes in assets and liabilities, excluding effects of business
acquisitions and divestitures:
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Securitization of trade receivables
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(9,700 |
) |
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24,700 |
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Trade receivables, net
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(16,222 |
) |
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(12,938 |
) |
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Inventories, net
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(3,529 |
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(3,555 |
) |
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Prepaid expenses and other current assets
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2,174 |
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8,954 |
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Accounts payable, trade
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(12,444 |
) |
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(13,883 |
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Accrued expenses and other current liabilities
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(14,177 |
) |
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(3,944 |
) |
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Other long-term assets
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(1,314 |
) |
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3,141 |
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Other long-term liabilities
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3,643 |
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(272 |
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Net cash provided by operating activities
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43,004 |
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76,499 |
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CASH FLOWS FROM INVESTING ACTIVITIES
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Capital expenditures
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(62,704 |
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(47,265 |
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Proceeds from sales of plant and equipment
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1,263 |
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|
735 |
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Business acquisitions and holdback settlements
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(3,814 |
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(72,850 |
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Other, net
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492 |
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|
398 |
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Net cash used in investing activities
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(64,763 |
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(118,982 |
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CASH FLOWS FROM FINANCING ACTIVITIES
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Proceeds from borrowings
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166,219 |
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187,008 |
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Repayment of debt
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(152,010 |
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(176,525 |
) |
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Minority interest in earnings
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(711 |
) |
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(522 |
) |
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Exercise of stock options
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4,799 |
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5,387 |
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Minority stockholder note prepayment
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21,000 |
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Dividends paid to stockholders
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(5,433 |
) |
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(4,631 |
) |
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Cash overdraft
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|
7,028 |
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|
13,425 |
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Net cash provided by financing activities
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19,892 |
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45,142 |
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Change in cash
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$ |
(1,867 |
) |
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$ |
2,659 |
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Cash Beginning of period
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34,985 |
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32,640 |
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Cash End of period
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$ |
33,118 |
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$ |
35,299 |
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See accompanying notes to consolidated financial statements.
5
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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(1) |
BASIS OF PRESENTATION |
The consolidated financial statements include the accounts of
Airgas, Inc. and its subsidiaries (the Company), as
well as the Companys consolidated affiliate, National
Welders. Intercompany accounts and transactions, including those
between the Company and National Welders, are eliminated in
consolidation. The accompanying consolidated financial
statements have been prepared in accordance with accounting
principles generally accepted in the United States of America.
These statements do not include all disclosures required for
annual financial statements. These financial statements should
be read in conjunction with the more complete disclosures
contained in the Companys audited consolidated financial
statements for the fiscal year ended March 31, 2006.
The preparation of financial statements requires the use of
estimates. The consolidated financial statements reflect, in the
opinion of management, reasonable estimates and all adjustments
necessary to present fairly the Companys financial
position, results of operations and cash flows for the periods
presented. The interim operating results are not necessarily
indicative of the results to be expected for an entire year.
As described in Note 3, the Company divested its
subsidiary, Rutland Tool & Supply Co. (Rutland
Tool), in December 2005. As a result, Rutland Tool has
been reclassified in the Consolidated Statement of Earnings for
the three months ended June 30, 2005 as discontinued
operations. The Consolidated Statement of Cash Flows for the
three months ended June 30, 2005 was not reclassified
because the cash flows of Rutland Tool were not significant.
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(2) |
NEW ACCOUNTING PRONOUNCEMENTS |
In November 2004, the Financial Accounting Standards Board
(FASB) issued SFAS 151, Inventory Costs,
as an amendment to the guidance provided on Inventory Pricing
in FASB Accounting Research Bulletin 43. SFAS 151
clarifies the accounting for abnormal amounts of idle facility
expense, freight, handling costs and wasted material. This
statement requires that if the costs associated with the actual
level of spoilage or production defects are greater than the
normal range of spoilage or defects, the excess costs should be
charged to current period expense. The Company adopted
SFAS 151 effective April 1, 2006, as required. Since
the Company performs limited manufacturing, the adoption of
SFAS 151 did not have a material impact on its results of
operations, financial position or liquidity.
In December 2004, the FASB issued SFAS 153, Exchanges of
Nonmonetary Assets, as an amendment to APB Opinion 29,
Accounting for Nonmonetary Transactions. SFAS 153
requires nonmonetary exchanges to be accounted for at fair
value, recognizing any gains or losses, if the fair value is
determinable within reasonable limits and the transaction has
commercial substance. The Company adopted SFAS 153
effective April 1, 2006, as required. The adoption of
SFAS 153 did not have a material impact on its results of
operations, financial position or liquidity.
On June 1, 2005, the FASB issued SFAS 154,
Accounting Changes and Error Corrections, which requires
retrospective application to prior periods financial
statements of voluntary changes in accounting principle, unless
it is impractical to do so. The Company adopted SFAS 154
effective April 1, 2006, as required.
6
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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(2) |
NEW ACCOUNTING PRONOUNCEMENTS - (Continued) |
Effective April 1, 2006, the Company adopted Statement of
Financial Accounting Standards No. 123 (revised 2004),
Share-Based Payment, (SFAS 123R), which
superseded Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees,
(APB 25). SFAS 123R requires that grants of
employee stock options, including options to purchase shares
under employee stock purchase plans, be recognized as
compensation expense based on their fair values. The Company
adopted SFAS 123R using the modified
prospective method in which compensation cost is
recognized from the date of adoption forward for both new awards
and the portion of any previously granted awards that vest after
the date of adoption. Prior periods are not restated under the
modified prospective method of adoption. Prior to April 1,
2006, the Company accounted for its stock-based compensation
using the intrinsic value method outlined in APB 25, which
provides that compensation expense is recorded on the date of
grant only if the current market price of the underlying stock
exceeds the exercise price. Accordingly, since the Company does
not grant options with exercise prices lower than the market
price on the date of grant, no stock-based employee compensation
expense was reflected in net earnings prior to the date of
adoption. See Note 12 for additional disclosures associated
with the adoption of SFAS 123R.
In November 2005, the FASB issued FSP
No. FAS 123(R)-3, Transition Election Related to
Accounting for the Tax Effects of Share-Based Payment
Awards. This FAS provides an elective alternative simplified
method for calculating the pool of excess tax benefits available
to absorb tax deficiencies recognized subsequent to the adoption
of SFAS 123R and reported in the Consolidated Statements of
Cash Flows. Companies may take up to one year from the effective
date of the FSP to evaluate the available transition
alternatives and make a one-time election as to which method to
adopt. Based on the FSP effective date, the Company must decide
on its method of adoption no later than the third quarter of
fiscal 2007. The Company is currently in the process of
evaluating the alternative methods of adoption.
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(3) |
ACQUISITION & DIVESTITURE |
(a) Acquisition
During the three months ended June 30, 2006, the Company
completed one acquisition with annual sales of approximately
$13 million. Costs in excess of net assets acquired
(goodwill) related to the acquisition totaled
approximately $260 thousand.
(b) Divestiture
On December 1, 2005, the Company sold its Rutland
Tool & Supply Co. (Rutland Tool)
subsidiary. Rutland Tool distributed metalworking tools, machine
tools and MRO supplies from seven locations and had
approximately 180 employees. The results of Rutland Tool for the
three months ended June 30, 2005 have been reclassified in
the Consolidated Statement of Earnings as discontinued
operations. The consolidated Statement of Cash Flows was
not reclassified to reflect discontinued operations because the
cash flows of Rutland Tool were not significant.
The net sales and operating income for the three months ended
June 30, 2005, which were segregated and reported as
discontinued operations, were $13 million and $304
thousand, respectively.
7
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Basic earnings per share is calculated by dividing net earnings
by the weighted average number of shares of the Companys
common stock outstanding during the period. Outstanding shares
consist of issued shares less treasury stock and common stock
held by the Employee Benefits Trust. Diluted earnings per share
is calculated by dividing net earnings by the weighted average
common shares outstanding adjusted for the dilutive effect of
common stock equivalents related to stock options and the
Companys Employee Stock Purchase plan. The calculation of
diluted earnings per share also assumes the conversion of
National Welders preferred stock to Airgas common stock.
The table below presents the computation of basic and diluted
earnings per share for the three months ended June 30, 2006
and 2005:
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|
|
|
|
Three Months Ended | |
|
|
June 30, | |
|
|
| |
(In thousands, except per share amounts) |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
Basic Earnings per Share Computation
|
|
|
|
|
|
|
|
|
Numerator
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$ |
38,652 |
|
|
$ |
29,467 |
|
Income from discontinued operations
|
|
|
|
|
|
|
180 |
|
|
|
|
|
|
|
|
Net earnings
|
|
$ |
38,652 |
|
|
$ |
29,647 |
|
|
|
|
|
|
|
|
|
Denominator
|
|
|
|
|
|
|
|
|
Basic shares outstanding
|
|
|
77,557 |
|
|
|
76,252 |
|
|
|
|
|
|
|
|
|
Basic earnings per share from continuing operations
|
|
$ |
0.50 |
|
|
$ |
0.39 |
|
Basic earnings per share from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net earnings per share
|
|
$ |
0.50 |
|
|
$ |
0.39 |
|
|
|
|
|
|
|
|
8
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
(4) |
EARNINGS PER SHARE - (Continued) |
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
|
June 30, | |
|
|
| |
(In thousands, except per share amounts) |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
Diluted Earnings per Share Computation
|
|
|
|
|
|
|
|
|
Numerator
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$ |
38,652 |
|
|
$ |
29,467 |
|
Plus: Preferred stock dividends(1)(2)
|
|
|
711 |
|
|
|
|
|
Plus: Income taxes on earnings of National Welders(3)
|
|
|
214 |
|
|
|
|
|
|
|
|
|
|
|
|
Income from continuing operations assuming preferred stock
conversion in 2006
|
|
|
39,577 |
|
|
|
29,467 |
|
Income from discontinued operations
|
|
|
|
|
|
|
180 |
|
|
|
|
|
|
|
|
Net earnings assuming preferred stock conversion in 2006
|
|
$ |
39,577 |
|
|
$ |
29,647 |
|
|
|
|
|
|
|
|
|
Denominator
|
|
|
|
|
|
|
|
|
Basic shares outstanding
|
|
|
77,557 |
|
|
|
76,252 |
|
|
Incremental shares from assumed conversions
|
|
|
|
|
|
|
|
|
Stock options and options under the Employee Stock Purchase plan
|
|
|
2,552 |
|
|
|
1,699 |
|
Preferred stock of National Welders(1)
|
|
|
2,327 |
|
|
|
|
|
|
|
|
|
|
|
|
Diluted shares outstanding
|
|
|
82,436 |
|
|
|
77,951 |
|
|
|
|
|
|
|
|
|
Diluted earnings per share from continuing operations
|
|
$ |
0.48 |
|
|
$ |
0.38 |
|
Diluted earnings per share from discontinued operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net earnings per share
|
|
$ |
0.48 |
|
|
$ |
0.38 |
|
|
|
|
|
|
|
|
|
|
(1) |
Pursuant to a joint venture agreement between the Company and
the holders of the preferred stock of National Welders, until
June 2009, the preferred shareholders have the option to
exchange their 3.2 million preferred shares of National
Welders either for cash at a price of $17.78 per share or
to tender them to the joint venture in exchange for
approximately 2.3 million shares of Airgas common stock. If
Airgas common stock has a market value of $24.45 per share,
the stock and cash redemption options are equivalent. Since the
average market price of Airgas common stock for the three months
ended June 30, 2006 was in excess of $24.45 per share,
conversion of the preferred stock was assumed. The conversion of
the preferred stock was not assumed in the three months ended
June 30, 2005 because the average price of Airgas common
stock was less than $24.45 per share. |
|
(2) |
If the preferred stockholders of National Welders convert their
preferred stock to Airgas common stock, the 5% preferred stock
dividend, recognized as Minority interest in earnings of
consolidated affiliate, would no longer be paid to the
preferred stockholders, resulting in additional net earnings for
Airgas. |
|
(3) |
The earnings of National Welders for tax purposes are treated as
a deemed dividend to Airgas, net of an 80% dividend exclusion.
Upon the assumed conversion of National Welders preferred stock
to Airgas common stock, National Welders would become a wholly
owned subsidiary of Airgas. As a wholly owned subsidiary, the
net earnings of National Welders would not be subject to
additional tax at the Airgas level. |
9
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
(5) |
TRADE RECEIVABLES SECURITIZATION |
The Company participates in a securitization agreement with two
commercial banks to sell up to $250 million of qualifying
trade receivables. The agreement will expire in May 2009, but
may be renewed subject to renewal provisions contained in the
agreement. During the three months ended June 30, 2006, the
Company sold, net of its retained interest, $598 million of
trade receivables and remitted to bank conduits, pursuant to a
servicing agreement, $608 million in collections on those
receivables. The amount of outstanding receivables under the
agreement was $234 million at June 30, 2006 and
$244 million at March 31, 2006.
The transaction has been accounted for as a sale under the
provisions of Statement of Financial Accounting Standards
No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities. Under
the securitization agreement, eligible trade receivables are
sold to bank conduits through a bankruptcy-remote special
purpose entity, which is consolidated for financial reporting
purposes. The difference between the proceeds from the sale and
the carrying value of the receivables is recognized as
Discount on securitization of trade receivables in
the accompanying Consolidated Statements of Earnings and varies
on a monthly basis depending on the amount of receivables sold
and market rates. The Company retains a subordinated interest in
the receivables sold, which is recorded at the receivables
previous carrying value. Subordinated retained interests of
approximately $70 million and $63 million are included
in Trade receivables in the accompanying
Consolidated Balance Sheets at June 30, 2006 and
March 31, 2006, respectively. The Companys retained
interest is generally collected within 60 days. On a
monthly basis, management measures the fair value of the
retained interest at managements best estimate of the
undiscounted expected future cash collections on the transferred
receivables. Changes in the fair value are recognized as bad
debt expense. Actual cash collections may differ from these
estimates and would directly affect the fair value of the
retained interest. In accordance with a servicing agreement, the
Company continues to service, administer and collect the trade
receivables on behalf of the bank conduits. The servicing fees
charged to the bank conduits approximate the costs of
collections.
Inventories, net, consist of:
|
|
|
|
|
|
|
|
|
|
|
June 30, | |
|
March 31, | |
(In thousands) |
|
2006 | |
|
2006 | |
|
|
| |
|
| |
Hardgoods
|
|
$ |
208,822 |
|
|
$ |
202,894 |
|
Gases
|
|
|
25,781 |
|
|
|
26,629 |
|
|
|
|
|
|
|
|
|
|
|
$ |
234,603 |
|
|
$ |
229,523 |
|
|
|
|
|
|
|
|
Net inventories determined by the LIFO inventory method totaled
$36 million at June 30, 2006 and $37 million at
March 31, 2006. If the FIFO inventory method had been used
for these inventories, the carrying value would have been
approximately $6 million higher at both June 30, 2006
and March 31, 2006. Substantially all of the inventories
are finished goods.
10
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
(7) |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES |
Accrued expenses and other current liabilities include:
|
|
|
|
|
|
|
|
|
|
|
June 30, | |
|
March 31, | |
(In thousands) |
|
2006 | |
|
2006 | |
|
|
| |
|
| |
Accrued payroll and employee benefits
|
|
$ |
43,319 |
|
|
$ |
57,555 |
|
Business insurance reserves
|
|
|
22,936 |
|
|
|
20,930 |
|
Health insurance reserves
|
|
|
10,254 |
|
|
|
9,734 |
|
Accrued interest expense
|
|
|
13,825 |
|
|
|
14,910 |
|
Taxes other than income taxes
|
|
|
16,834 |
|
|
|
13,590 |
|
Cash overdraft
|
|
|
47,183 |
|
|
|
40,155 |
|
Other accrued expenses and current liabilities
|
|
|
44,133 |
|
|
|
43,127 |
|
|
|
|
|
|
|
|
|
|
|
$ |
198,484 |
|
|
$ |
200,001 |
|
|
|
|
|
|
|
|
|
|
(8) |
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES |
The Company manages its exposure to changes in market interest
rates. The Companys involvement with derivative
instruments is limited to highly effective fixed interest rate
swap agreements used to manage well-defined interest rate risk
exposures. The Company monitors its positions and credit ratings
of its counterparties and does not anticipate non-performance by
the counterparties. Interest rate swap agreements are not
entered into for trading purposes.
At June 30, 2006, the Company had six fixed interest rate
swap agreements with a notional amount of $150 million. Two
of the swaps effectively convert $50 million of variable
interest rate debt associated with the Companys credit
facilities to fixed rate debt. The remaining four swaps hedge
$100 million of variable cash flow associated with the sale
of trade receivables under the Companys trade receivable
securitization. At June 30, 2006, these swap agreements
required the Company to make fixed interest payments based on a
weighted average effective rate of 4.98% and receive variable
interest payments from its counterparties based on a weighted
average variable rate of 5.08%. The remaining terms of each of
these swap agreements are between 2 and 3 years.
National Welders entered into a swap agreement with a major
financial institution with a notional principal amount of
$27 million. The swap agreement is for 3 years and
requires National Welders to make fixed interest payments of
5.36% and receive variable interest payments from its
counterparty based on one month LIBOR, which was 5.27% at
June 30, 2006.
During the three months ended June 30, 2006, the Company
and National Welders recorded a net increase in the fair value
of the fixed interest rate swap agreements and a corresponding
increase to Accumulated Other Comprehensive Income
of approximately $473k. Including the effect of the interest
rate swap agreements and the trade receivables securitization,
the Companys ratio of fixed to variable interest rates was
approximately 65% fixed to 35% variable at June 30, 2006.
11
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
(9) |
GOODWILL AND OTHER INTANGIBLE ASSETS |
The valuations of goodwill and other intangible assets of recent
acquisitions are based on preliminary estimates of fair value
and are subject to revision as the Company finalizes appraisals
and other analyses. Changes in the net carrying amount of
goodwill for the three months ended June 30, 2006 were as
follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other | |
|
|
|
|
Distribution | |
|
Operations | |
|
|
(In thousands) |
|
Segment | |
|
Segment | |
|
Total | |
|
|
| |
|
| |
|
| |
Balance at March 31, 2006
|
|
$ |
402,582 |
|
|
$ |
163,492 |
|
|
$ |
566,074 |
|
|
Acquisitions
|
|
|
1,875 |
|
|
|
2,158 |
|
|
|
4,033 |
|
|
Other adjustments
|
|
|
727 |
|
|
|
(209 |
) |
|
|
518 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2006
|
|
$ |
405,184 |
|
|
$ |
165,441 |
|
|
$ |
570,625 |
|
|
|
|
|
|
|
|
|
|
|
Other intangible assets amounted to $27.7 million and
$26.2 million (net of accumulated amortization of
$45.4 million and $43.8 million) at June 30, 2006
and March 31, 2006, respectively. These intangible assets
primarily consist of acquired customer lists amortized over 7 to
11 years and non-compete agreements entered into in
connection with business combinations amortized over the term of
the agreements, principally five years. There are no expected
residual values related to these intangible assets. Intangible
assets also include a trade name with an indefinite useful life
valued at $1 million acquired in the BOC acquisition.
Estimated remaining fiscal year amortization expense in millions
is as follows: remainder of 2007 $4.7 million;
2008 $4.2 million; 2009
$3.6 million; 2010 $3.3 million;
2011 $3.0 million; and $7.9 million
thereafter.
|
|
(10) |
MINORITY STOCKHOLDER NOTE PREPAYMENT |
In June 2005, National Welders entered into an agreement with
its preferred stockholders under which the preferred
stockholders prepaid their $21 million note receivable owed
to National Welders. National Welders used the proceeds from the
prepayment of the preferred stockholders note to repay its
$21 million Term Loan B, which had been collateralized
by the preferred stockholders note.
12
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
(11) |
STOCKHOLDERS EQUITY |
Changes in stockholders equity were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
Shares of | |
|
|
|
|
Common | |
|
|
|
|
Stock $0.01 | |
|
Treasury | |
(In thousands of shares) |
|
Par Value | |
|
Stock | |
|
|
| |
|
| |
Balance March 31, 2006
|
|
|
78,569 |
|
|
|
1,292 |
|
|
Common stock issuance(a)
|
|
|
391 |
|
|
|
|
|
|
|
|
|
|
|
|
Balance June 30, 2006
|
|
|
78,960 |
|
|
|
1,292 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated | |
|
|
|
|
|
|
|
|
|
|
|
|
Other | |
|
|
|
|
|
|
|
|
Capital in | |
|
|
|
Comprehensive | |
|
|
|
|
|
|
Common | |
|
Excess of | |
|
Retained | |
|
Income | |
|
Treasury | |
|
Comprehensive | |
(In thousands) |
|
Stock | |
|
Par Value | |
|
Earnings | |
|
(Loss) | |
|
Stock | |
|
Income | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Balance March 31, 2006
|
|
$ |
786 |
|
|
$ |
289,598 |
|
|
$ |
665,158 |
|
|
$ |
4,751 |
|
|
$ |
(13,134 |
) |
|
|
|
|
|
Net earnings
|
|
|
|
|
|
|
|
|
|
|
38,652 |
|
|
|
|
|
|
|
|
|
|
|
38,652 |
|
Common stock issuance(a)
|
|
|
4 |
|
|
|
7,617 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,258 |
|
|
|
|
|
|
|
1,258 |
|
Dividends paid on common stock ($0.07 per share)
|
|
|
|
|
|
|
|
|
|
|
(5,433 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation(b)
|
|
|
|
|
|
|
2,752 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in fair value of interest rate swap agreements
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
473 |
|
|
|
|
|
|
|
473 |
|
Net tax expense of comprehensive income items
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(165 |
) |
|
|
|
|
|
|
(165 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance June 30, 2006
|
|
$ |
790 |
|
|
$ |
299,967 |
|
|
$ |
698,377 |
|
|
$ |
6,317 |
|
|
$ |
(13,134 |
) |
|
$ |
40,218 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Issuance of common stock for purchases through the Employee
Stock Purchase Plan and employee stock options exercises. |
|
|
|
(b) |
|
In accordance with the adoption of SFAS 123R, the Company
recognized compensation expense with a corresponding amount
recorded to Capital in Excess of Par Value. |
13
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
(12) |
STOCK-BASED COMPENSATION |
The Company adopted SFAS 123R effective April 1, 2006
using the modified prospective method. Under the modified
prospective method, stock-based compensation recognized since
the date of adoption includes: (a) any share-based payments
granted subsequent to the date of adoption; and (b) any
portion of share-based payments granted prior to the date of
adoption that vests subsequent to the date of adoption. Prior
periods have not been restated.
The Company recorded stock-based compensation in the three
months ended June 30, 2006 of $2.7 million
($2 million after tax), or $0.02 per diluted share.
The pre-tax compensation expense was included in Selling,
Distribution and Administrative expenses in the Consolidated
Statement of Earnings. The stock-based compensation expense
related to stock options and options to purchase common stock
under the Employee Stock Purchase Plan.
Prior Period Pro Forma Earnings
The following table presents the effect on net earnings and
earnings per share if the Company had applied the fair value
recognition provisions of SFAS 123R in the prior year
period:
|
|
|
|
|
|
|
|
Three Months Ended | |
(In thousands, except per share amounts) |
|
June 30, 2005 | |
|
|
| |
Net earnings, as reported
|
|
$ |
29,647 |
|
Deduct: Total stock-based employee compensation expense
determined under fair value based methods for all awards, net of
related tax effects
|
|
|
(2,138 |
) |
|
|
|
|
Pro forma net earnings
|
|
$ |
27,509 |
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
Basic as reported
|
|
$ |
0.39 |
|
|
Basic pro forma
|
|
$ |
0.36 |
|
|
|
Diluted as reported
|
|
$ |
0.38 |
|
|
Diluted pro forma
|
|
$ |
0.35 |
|
Stock Option Plans
The Companys 1997 Stock Option Plan (the Employee
Plan) provides for the granting of stock options to key
employees. Stock options granted under the Employee Plan are
granted with an exercise price equal to the closing market price
on the date of grant and vest 25% annually on the anniversary of
the grant date. Stock options granted prior to April 1,
2006 under the Employee Plan have a maximum term of ten years,
while stock options granted subsequent to April 1, 2006
have a maximum term of eight years. Stock options under the
Employee Plan are generally granted in May of each year. A total
of 927 thousand options were granted during the three months
ended June 30, 2006. A total of 11.2 million shares of
common stock are reserved for issuance under the Employee Plan
upon the exercise of stock options and the issuance of
restricted stock, of which 1.1 million remained available
at June 30, 2006.
14
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
(12) |
STOCK-BASED COMPENSATION - (Continued) |
The Companys 1997 Directors Stock Option Plan
(the Directors Plan) provides for the granting
of stock options to non-employee directors of the Company. Stock
options granted under the Directors Plan vest on the date
of grant. Stock options granted prior to April 1, 2006
under the Directors Plan have a maximum term of ten years,
while stock options to be granted subsequent to April 1,
2006 will have a maximum term of eight years. No stock options
were granted under the Directors Plan in the three months
ended June 30, 2006. A total of 800 thousand shares of
common stock are reserved for issuance under the Directors
Plan upon the exercise of stock options, of which 222 thousand
remained available at June 30, 2006.
The Company either issues new shares of its common stock to
satisfy stock option exercises or issues shares from treasury
stock. During the three months ended June 30, 2006, all of
the stock option exercises were satisfied with the issuance of
new shares of Company common stock.
2006 Equity Incentive Plan
The Company is seeking approval from its stockholders of the
2006 Equity Incentive Plan (the Equity Plan) at the
2006 Annual Meeting of Stockholders. If approved, the Equity
Plan shall succeed both the Companys existing Employee
Plan and Directors Plan. Outstanding stock options and
stock options available for grant under the existing stock
option plans will be incorporated into the Equity Plan. Future
grants of stock options to employees and directors will then be
issued from the Equity Plan. In addition, the number of shares
of common stock reserved for issuance under the Equity Plan will
be increased by 3.2 million shares.
Fair Value
The Company utilizes the Black-Scholes option pricing model to
determine the fair value of stock options under SFAS 123R,
which is consistent with that used for pro forma disclosures in
prior periods. The weighted-average grant date fair value of
stock options granted during the three months ended
June 30, 2006 and 2005 was $13.74 and $9.34, respectively.
In the three months ended June 30, 2006, the Company
recognized stock-based compensation expense associated with
stock options of approximately $1.9 million. The following
assumptions were used by the Company in valuing the stock option
grants issued in the periods presented:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
|
June 30, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
Expected volatility
|
|
|
36.2 |
% |
|
|
35.3 |
% |
Expected dividend yield
|
|
|
0.80 |
% |
|
|
0.83 |
% |
Expected term
|
|
|
5.43 years |
|
|
|
6.40 years |
|
Risk-free interest rate
|
|
|
5.0 |
% |
|
|
3.9 |
% |
The expected volatility was determined based on anticipated
changes in the underlying stock price over the expected term
using a weighting of historical and implied volatility. The
expected dividend yield was based on the Companys history
and expectation of future dividend payouts. The expected term
represents the period of time that the options are expected to
be outstanding prior to exercise or forfeiture. The expected
term was determined based on historical exercise patterns. The
risk-free interest rate was based on U.S. Treasury rates in
effect at the time of grant commensurate with the expected term.
15
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
(12) |
STOCK-BASED COMPENSATION - (Continued) |
Summary of Stock Option Activity
Employee Plan
The following table summarizes the activity of the Employee Plan
during the three months ended June 30, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of | |
|
|
|
Weighted-Average | |
|
Aggregate | |
|
|
Stock Options | |
|
Weighted-Average | |
|
Remaining Contractual | |
|
Intrinsic Value | |
|
|
(In thousands) | |
|
Exercise Price | |
|
Term (Years) | |
|
(In thousands) | |
|
|
| |
|
| |
|
| |
|
| |
Outstanding at March 31, 2006
|
|
|
6,472 |
|
|
$ |
16.43 |
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
927 |
|
|
$ |
36.17 |
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(248 |
) |
|
$ |
19.45 |
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(28 |
) |
|
$ |
22.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2006
|
|
|
7,123 |
|
|
$ |
18.87 |
|
|
|
5.95 |
|
|
$ |
130,921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at June 30, 2006
|
|
|
4,728 |
|
|
$ |
14.42 |
|
|
|
5.66 |
|
|
$ |
107,940 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The aggregate intrinsic value represents the difference between
the Companys closing stock price on June 30, 2006 of
$37.25 and the weighted-average exercise price multiplied by the
number of stock options outstanding as of that date. The total
intrinsic value of stock options exercised during the three
months ended June 30, 2006 was $4.5 million.
As of June 30, 2006, $24.7 million of total
unrecognized compensation expense related to non-vested stock
options is expected to be recognized over a weighted-average
period of 3 years.
The following table summarizes the activity of the
Directors Plan during the three months ended June 30,
2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of | |
|
|
|
Weighted-Average | |
|
Aggregate | |
|
|
Stock Options | |
|
Weighted-Average | |
|
Remaining Contractual | |
|
Intrinsic Value | |
|
|
(In thousands) | |
|
Exercise Price | |
|
Term (Years) | |
|
(In thousands) | |
|
|
| |
|
| |
|
| |
|
| |
Outstanding at March 31, 2006
|
|
|
522 |
|
|
$ |
15.58 |
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
(13 |
) |
|
$ |
19.16 |
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2006
|
|
|
509 |
|
|
$ |
15.49 |
|
|
|
5.52 |
|
|
$ |
11,076 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at June 30, 2006
|
|
|
509 |
|
|
$ |
15.49 |
|
|
|
5.52 |
|
|
$ |
11,076 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The total intrinsic value of stock options exercised during the
three months ended June 30, 2006 was $205 thousand.
Since the stock options granted under the Directors Plan
vest immediately upon grant, there were no non-vested stock
options and no unrecognized compensation expense at
June 30, 2006.
16
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
(12) |
STOCK-BASED COMPENSATION - (Continued) |
Employee Stock Purchase Plan
The Company has an Employee Stock Purchase Plan (the
ESPP) to encourage and assist employees in acquiring
an equity interest in the Company. The ESPP is authorized to
issue up to 1.5 million shares of Company common stock, of
which 106 thousand was available for issuance at June 30,
2006. Based on the limited number of shares remaining under the
ESPP, the Company is seeking approval from its stockholders at
the 2006 Annual Meeting of Stockholders for an amended and
restated ESPP. If the amended and restated ESPP is approved, the
ESPP will be authorized to issue up to 3.5 million shares
of Company common stock.
Under the terms of the ESPP, eligible employees may elect to
have up to 15% of their annual gross earnings withheld to
purchase common stock at 85% of the market value. Employee
purchases are limited in any calendar year to an aggregate
market value of $25,000. Market value under the ESPP is defined
as either the closing share price on the New York Stock Exchange
as of an employees enrollment date or the closing price on
the first business day of a fiscal quarter when the shares are
purchased, whichever is lower. An employee may lock-in a
purchase price for up to 12 months. The ESPP effectively
resets at the beginning of each fiscal year at which time
employees are re-enrolled in the plan and a new
12-month purchase price
is established. The ESPP is designed to comply with the
requirements of Sections 421 and 423 of the Internal
Revenue Code. During the three months ended June 30, 2006
and 2005, the Company granted 94 thousand and 533 thousand
options to purchase common stock under the ESPP, respectively.
Should the stockholders approve the amended and restated ESPP,
employees will receive a new enrollment date and a new purchase
price.
Compensation expense under SFAS 123 is measured based on
the fair value of the employees option to purchase shares
of common stock at the grant date and is recognized over the
future periods in which the related employee service is
rendered. The fair value per share of options granted under the
ESPP was $8.36 and $5.57 for the three months ended
June 30, 2006 and 2005, respectively. In the three months
ended June 30, 2006, the Company recognized stock-based
compensation expense associated with the ESPP of $785 thousand.
The fair value of the employees option to purchase shares
of common stock was estimated using the Black-Scholes model. The
following assumptions were used by the Company in valuing the
employees option to purchase shares of common stock under
the ESPP:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
|
June 30, | |
|
|
| |
|
|
2006 | |
|
2005 | |
|
|
| |
|
| |
Expected volatility
|
|
|
29.7 |
% |
|
|
27.1 |
% |
Expected dividend yield
|
|
|
0.59 |
% |
|
|
0.90 |
% |
Expected term
|
|
|
3 months |
|
|
|
3 to 12 months |
|
Risk-free interest rate
|
|
|
4.6 |
% |
|
|
3.1 |
% |
17
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
(12) |
STOCK-BASED COMPENSATION - (Continued) |
The following table summarizes the activity of the ESPP during
the three months ended June 30, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of | |
|
|
|
Aggregate | |
(In thousands) |
|
Purchase Options | |
|
Exercise Price | |
|
Intrinsic Value | |
|
|
| |
|
| |
|
| |
Outstanding at March 31, 2006
|
|
|
138 |
|
|
$ |
20.14 |
|
|
|
|
|
|
Granted
|
|
|
94 |
|
|
$ |
32.17 |
|
|
|
|
|
|
Exercised
|
|
|
(138 |
) |
|
$ |
20.14 |
|
|
|
|
|
|
Forfeited
|
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at June 30, 2006
|
|
|
94 |
|
|
$ |
32.17 |
|
|
$ |
478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
(13) |
COMMITMENTS, CONTINGENCIES AND UNCERTAINTIES |
Litigation
The Company is involved in various legal and regulatory
proceedings that have arisen in the ordinary course of its
business and have not been fully adjudicated. These actions,
when ultimately concluded and determined, will not, in the
opinion of management, have a material adverse effect upon the
Companys consolidated financial position, results of
operations or liquidity.
18
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
(14) |
SUMMARY BY BUSINESS SEGMENT |
As disclosed in Note (1) Basis of Presentation and Note
(3) Acquisition and Divestiture, the Company
sold its subsidiary Rutland Tool, which was previously reported
in the Distribution segment in December 2005. For the three
months ended June 30, 2005, the operating results of
Rutland Tool have been reclassified in the Consolidating
Statement of Earnings as discontinued operations. Information
related to the Companys continuing operations by business
segment for the three months ended June 30, 2006 and 2005
is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
Three Months | |
|
|
Ended June 30, 2006 | |
|
Ended June 30, 2005 | |
|
|
| |
|
| |
|
|
|
|
All Other | |
|
|
|
|
|
All Other | |
|
|
(In thousands) |
|
Dist. | |
|
Ops. | |
|
Elim | |
|
Combined | |
|
Dist. | |
|
Ops. | |
|
Elim | |
|
Combined | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Gas and rent
|
|
$ |
332,004 |
|
|
$ |
117,183 |
|
|
$ |
(14,486 |
) |
|
$ |
434,701 |
|
|
$ |
299,857 |
|
|
$ |
92,680 |
|
|
$ |
(13,617 |
) |
|
$ |
378,920 |
|
Hardgoods
|
|
|
317,249 |
|
|
|
22,602 |
|
|
|
(1,516 |
) |
|
|
338,335 |
|
|
|
281,661 |
|
|
|
18,811 |
|
|
|
(1,267 |
) |
|
|
299,205 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net sales
|
|
|
649,253 |
|
|
|
139,785 |
|
|
|
(16,002 |
) |
|
|
773,036 |
|
|
|
581,518 |
|
|
|
111,491 |
|
|
|
(14,884 |
) |
|
|
678,125 |
|
Cost of products sold, excluding deprec. expense
|
|
|
331,595 |
|
|
|
67,626 |
|
|
|
(16,002 |
) |
|
|
383,219 |
|
|
|
296,958 |
|
|
|
52,789 |
|
|
|
(14,884 |
) |
|
|
334,863 |
|
Selling, distribution and administrative expenses
|
|
|
229,883 |
|
|
|
46,094 |
|
|
|
|
|
|
|
275,977 |
|
|
|
212,084 |
|
|
|
37,765 |
|
|
|
|
|
|
|
249,849 |
|
Depreciation expense
|
|
|
25,825 |
|
|
|
7,337 |
|
|
|
|
|
|
|
33,162 |
|
|
|
22,813 |
|
|
|
6,297 |
|
|
|
|
|
|
|
29,110 |
|
Amortization expense
|
|
|
1,309 |
|
|
|
463 |
|
|
|
|
|
|
|
1,772 |
|
|
|
1,161 |
|
|
|
138 |
|
|
|
|
|
|
|
1,299 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
60,641 |
|
|
|
18,265 |
|
|
|
|
|
|
|
78,906 |
|
|
|
48,502 |
|
|
|
14,502 |
|
|
|
|
|
|
|
63,004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(15) |
SUPPLEMENTAL CASH FLOW INFORMATION |
Cash paid for interest and income taxes was as follows:
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
|
June 30, | |
|
|
| |
(In thousands) |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
Interest paid
|
|
$ |
15,687 |
|
|
$ |
15,910 |
|
Discount on securitization
|
|
|
3,289 |
|
|
|
1,801 |
|
Income taxes (net of refunds)
|
|
|
2,790 |
|
|
|
51 |
|
19
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
(15) |
SUPPLEMENTAL CASH FLOW INFORMATION -
(Continued) |
Cash flows, in excess of a management fee, associated with the
Companys consolidated affiliate, National Welders, are not
available for the general use of the Company. Rather these cash
flows are used by National Welders for operations, capital
expenditures, acquisitions, and to satisfy financial
obligations, which are non-recourse to the Company. The
following reflects the sources and uses of cash associated with
National Welders for each period presented:
|
|
|
|
|
|
|
|
|
|
|
Three Months | |
|
|
Ended June 30, | |
|
|
| |
(In thousands) |
|
2006 | |
|
2005 | |
|
|
| |
|
| |
Net cash provided by operating activities
|
|
$ |
7,601 |
|
|
$ |
3,638 |
|
Net cash used in investing activities
|
|
|
(2,722 |
) |
|
|
(3,880 |
) |
Net cash provided by (used in) financing activities
|
|
|
(4,434 |
) |
|
|
273 |
|
|
|
|
|
|
|
|
Change in cash
|
|
|
445 |
|
|
|
31 |
|
|
Management fee paid to the Company, which is eliminated in
consolidation
|
|
|
331 |
|
|
|
298 |
|
Debt Refinancing
Effective July 25, 2006, the Company amended and restated
its senior credit facility with a syndicate of lenders dated
January 15, 2005, (the 2005 Agreement), which
would have matured on January 14, 2010 and permitted the
Company to borrow up to $430 million. The new
$1.6 billion unsecured senior credit facility (the
Credit Agreement) consists of a US$966 million
and a C$40 million (US$34 million) revolving credit
lines and two deferred draw term loans totaling
$600 million. The Company intends to use borrowings under
the revolving credit lines for working capital, acquisitions and
general corporate purposes. A $100 million term loan may
only be used to refinance the Companys 7.75% medium-term
notes due on September 15, 2006. A $500 million term
loan may only be used to finance certain contemplated
acquisitions. If the contemplated acquisitions are not
completed, the outstanding commitment for the unused portion of
the $500 million term loan will expire in May 2007. The
revolving credit line matures on July 25, 2011. The term
loans will be payable in periodic installments from the dates
they are executed through July 25, 2011. The Companys
initial borrowings under the Credit Agreement totaled
$191 million. The current interest rate on borrowings under
the Credit Agreement is LIBOR plus 75 basis points, which
is down from LIBOR plus 95 basis points under the 2005
Agreement. The interest rate under the Credit Agreement may
increase or decrease based on the Companys credit rating.
The covenants under the Credit Agreement are generally similar
to those in the 2005 Agreement and include certain leverage
ratios, which could potentially restrict additional borrowings.
Additional borrowing capacity under the Credit Agreement
consists of the $100 million term loan restricted to
refinancing the Companys medium term notes, the
$500 million term loan restricted to financing certain
contemplated acquisitions, and the US and Canadian revolving
credit lines limited by certain leverage ratios to approximately
$550 million of additional borrowing capacity. The Credit
Agreement also contains customary events of default, including
nonpayment and breach of covenants. In the event of default,
repayment of borrowings under the Credit Agreement may be
accelerated.
20
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
|
|
(16) |
SUBSEQUENT EVENTS - (Continued) |
Subsidiary guarantees under the Credit Agreement are identical
to the guarantees under the 2005 Credit Agreement. The
Companys domestic subsidiaries, exclusive of a bankruptcy
remote special purpose entity (the domestic
guarantors), guarantee the U.S. and Canadian borrowings.
The Canadian borrowings are also guaranteed by the
Companys foreign subsidiaries. The guarantees are full and
unconditional and are made on a joint and several basis. The
Company has pledged 100% of the stock of its domestic
subsidiaries and 65% of the stock of its foreign subsidiaries as
surety for its obligations under the Credit Agreement. The
Credit Agreement provides for the release of the guarantees and
collateral if the Company attains an investment grade credit
rating and a similar release on all other debt.
Acquisition Agreement
On
August 7, 2006, the Company announced that it reached an
agreement to acquire the assets and operations of Aeriform
Corporation. Aeriform Corporation is an independent distributor of
packaged gases and related hardgoods products with 29 locations
along the Gulf Coast and Mid South regions of the United States. The
operations to be acquired have about 240 employees and generate
annual sales of approximately $65 million. The transaction is
expected to close by September 1, 2006, subject to due
diligence, customary closing conditions, and regulatory
approvals.
|
|
(17) |
SUPPLEMENTARY CONDENSED CONSOLIDATING FINANCIAL
INFORMATION OF SUBSIDIARY GUARANTORS |
The obligations of the Company under its senior subordinated
notes (the Notes) are guaranteed by the
Companys domestic subsidiaries (the
Guarantors). The guarantees are made fully and
unconditionally on a joint and several basis. The Companys
consolidated affiliate, foreign holdings and bankruptcy remote
special purpose entity (the Non-guarantors) are not
guarantors of the Notes. The claims of the creditors of the
Non-guarantors have priority over the rights of the Company to
receive dividends or distributions from the Non-guarantors.
Presented below is supplementary condensed consolidating
financial information for the Company, the Guarantors and the
Non-guarantors as of June 30, 2006 and March 31, 2006
and for the three months ended June 30, 2006 and 2005. As
disclosed in Note (3) Acquisition and Divestiture, the
Company sold its subsidiary Rutland Tool in December 2005.
Accordingly, the operating results of Rutland Tool, which was a
guarantor of the Companys senior subordinated notes, have
been reclassified in the Consolidating Statements of Earnings as
discontinued operations for the three months ended June 30,
2005.
21
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Condensed Consolidating Balance Sheet
June 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- | |
|
Elimination | |
|
|
(In thousands) |
|
Parent | |
|
Guarantors | |
|
Guarantors | |
|
Entries | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$ |
|
|
|
$ |
27,059 |
|
|
$ |
6,059 |
|
|
$ |
|
|
|
$ |
33,118 |
|
Trade receivables, net
|
|
|
|
|
|
|
8,294 |
|
|
|
151,402 |
|
|
|
|
|
|
|
159,696 |
|
Intercompany receivable/(payable)
|
|
|
|
|
|
|
(5,247 |
) |
|
|
5,247 |
|
|
|
|
|
|
|
|
|
Inventories, net
|
|
|
|
|
|
|
214,830 |
|
|
|
19,773 |
|
|
|
|
|
|
|
234,603 |
|
Deferred income tax asset, net
|
|
|
21,678 |
|
|
|
3,781 |
|
|
|
(1,048 |
) |
|
|
|
|
|
|
24,411 |
|
Prepaid expenses and other current assets
|
|
|
5,478 |
|
|
|
19,911 |
|
|
|
3,736 |
|
|
|
|
|
|
|
29,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
27,156 |
|
|
|
268,628 |
|
|
|
185,169 |
|
|
|
|
|
|
|
480,953 |
|
|
Plant and equipment, net
|
|
|
17,326 |
|
|
|
1,222,286 |
|
|
|
188,725 |
|
|
|
|
|
|
|
1,428,337 |
|
Goodwill
|
|
|
|
|
|
|
491,482 |
|
|
|
79,143 |
|
|
|
|
|
|
|
570,625 |
|
Other intangible assets, net
|
|
|
|
|
|
|
24,392 |
|
|
|
3,329 |
|
|
|
|
|
|
|
27,721 |
|
Investments in subsidiaries
|
|
|
1,992,404 |
|
|
|
|
|
|
|
|
|
|
|
(1,992,404 |
) |
|
|
|
|
Intercompany receivable/(payable)
|
|
|
(273,401 |
) |
|
|
181,753 |
|
|
|
91,648 |
|
|
|
|
|
|
|
|
|
Other non-current assets
|
|
|
12,990 |
|
|
|
8,312 |
|
|
|
3,102 |
|
|
|
|
|
|
|
24,404 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
1,776,475 |
|
|
$ |
2,196,853 |
|
|
$ |
551,116 |
|
|
$ |
(1,992,404 |
) |
|
$ |
2,532,040 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable, trade
|
|
$ |
1,461 |
|
|
$ |
108,071 |
|
|
$ |
19,137 |
|
|
$ |
|
|
|
$ |
128,669 |
|
Accrued expenses and other current liabilities
|
|
|
79,464 |
|
|
|
95,355 |
|
|
|
23,665 |
|
|
|
|
|
|
|
198,484 |
|
Current portion of long-term debt
|
|
|
100,376 |
|
|
|
544 |
|
|
|
5,090 |
|
|
|
|
|
|
|
106,010 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
181,301 |
|
|
|
203,970 |
|
|
|
47,892 |
|
|
|
|
|
|
|
433,163 |
|
|
Long-term debt, excluding current portion
|
|
|
593,075 |
|
|
|
2,312 |
|
|
|
80,438 |
|
|
|
|
|
|
|
675,825 |
|
Deferred income tax liability, net
|
|
|
6,648 |
|
|
|
287,678 |
|
|
|
43,824 |
|
|
|
|
|
|
|
338,150 |
|
Other non-current liabilities
|
|
|
3,134 |
|
|
|
27,304 |
|
|
|
4,956 |
|
|
|
|
|
|
|
35,394 |
|
Minority interest in affiliate
|
|
|
|
|
|
|
|
|
|
|
57,191 |
|
|
|
|
|
|
|
57,191 |
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, no par value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, par value $0.01
per share
|
|
|
790 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
790 |
|
Capital in excess of par value
|
|
|
299,967 |
|
|
|
892,569 |
|
|
|
71,954 |
|
|
|
(964,523 |
) |
|
|
299,967 |
|
Retained earnings
|
|
|
698,377 |
|
|
|
782,161 |
|
|
|
240,963 |
|
|
|
(1,023,124 |
) |
|
|
698,377 |
|
Accumulated other comprehensive income
|
|
|
6,317 |
|
|
|
859 |
|
|
|
4,268 |
|
|
|
(5,127 |
) |
|
|
6,317 |
|
Treasury stock
|
|
|
(13,134 |
) |
|
|
|
|
|
|
(370 |
) |
|
|
370 |
|
|
|
(13,134 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
992,317 |
|
|
|
1,675,589 |
|
|
|
316,815 |
|
|
|
(1,992,404 |
) |
|
|
992,317 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$ |
1,776,475 |
|
|
$ |
2,196,853 |
|
|
$ |
551,116 |
|
|
$ |
(1,992,404 |
) |
|
$ |
2,532,040 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Condensed Consolidating Balance Sheet
March 31, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- | |
|
Elimination |
|
|
|
(In thousands) |
|
Parent | |
|
Guarantors | |
|
Guarantors | |
|
Entries | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
|
|
$ |
|
|
|
$ |
30,061 |
|
|
$ |
4,924 |
|
|
$ |
|
|
|
$ |
34,985 |
|
Trade receivables, net
|
|
|
|
|
|
|
7,149 |
|
|
|
125,096 |
|
|
|
|
|
|
|
132,245 |
|
Intercompany receivable/(payable)
|
|
|
|
|
|
|
(4,113 |
) |
|
|
4,113 |
|
|
|
|
|
|
|
|
|
Inventories, net
|
|
|
|
|
|
|
211,319 |
|
|
|
18,204 |
|
|
|
|
|
|
|
229,523 |
|
Deferred income tax asset, net
|
|
|
21,988 |
|
|
|
9,239 |
|
|
|
(1,086 |
) |
|
|
|
|
|
|
30,141 |
|
Prepaid expenses and other current assets
|
|
|
7,289 |
|
|
|
20,713 |
|
|
|
3,620 |
|
|
|
|
|
|
|
31,622 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
29,277 |
|
|
|
274,368 |
|
|
|
154,871 |
|
|
|
|
|
|
|
458,516 |
|
|
Plant and equipment, net
|
|
|
18,285 |
|
|
|
1,194,523 |
|
|
|
185,949 |
|
|
|
|
|
|
|
1,398,757 |
|
Goodwill
|
|
|
|
|
|
|
488,317 |
|
|
|
77,757 |
|
|
|
|
|
|
|
566,074 |
|
Other intangible assets, net
|
|
|
|
|
|
|
22,362 |
|
|
|
3,886 |
|
|
|
|
|
|
|
26,248 |
|
Investments in subsidiaries
|
|
|
1,940,670 |
|
|
|
|
|
|
|
|
|
|
|
(1,940,670 |
) |
|
|
|
|
Intercompany receivable/(payable)
|
|
|
(257,995 |
) |
|
|
148,123 |
|
|
|
109,872 |
|
|
|
|
|
|
|
|
|
Other non-current assets
|
|
|
15,491 |
|
|
|
6,394 |
|
|
|
2,932 |
|
|
|
|
|
|
|
24,817 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$ |
1,745,728 |
|
|
$ |
2,134,087 |
|
|
$ |
535,267 |
|
|
$ |
(1,940,670 |
) |
|
$ |
2,474,412 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable, trade
|
|
$ |
3,057 |
|
|
$ |
122,078 |
|
|
$ |
18,617 |
|
|
$ |
|
|
|
$ |
143,752 |
|
Accrued expenses and other current liabilities
|
|
|
112,396 |
|
|
|
66,241 |
|
|
|
21,364 |
|
|
|
|
|
|
|
200,001 |
|
Current portion of long-term debt
|
|
|
125,751 |
|
|
|
561 |
|
|
|
5,589 |
|
|
|
|
|
|
|
131,901 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
241,204 |
|
|
|
188,880 |
|
|
|
45,570 |
|
|
|
|
|
|
|
475,654 |
|
|
Long-term debt, excluding current portion
|
|
|
549,382 |
|
|
|
2,450 |
|
|
|
83,894 |
|
|
|
|
|
|
|
635,726 |
|
Deferred income tax liability, net
|
|
|
4,372 |
|
|
|
280,404 |
|
|
|
43,042 |
|
|
|
|
|
|
|
327,818 |
|
Other non-current liabilities
|
|
|
3,611 |
|
|
|
25,242 |
|
|
|
2,011 |
|
|
|
|
|
|
|
30,864 |
|
Minority interest in affiliate
|
|
|
|
|
|
|
|
|
|
|
57,191 |
|
|
|
|
|
|
|
57,191 |
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, no par value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock, par value $0.01
per share
|
|
|
786 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
786 |
|
Capital in excess of par value
|
|
|
289,598 |
|
|
|
894,898 |
|
|
|
71,955 |
|
|
|
(966,853 |
) |
|
|
289,598 |
|
Retained earnings
|
|
|
665,158 |
|
|
|
741,623 |
|
|
|
228,662 |
|
|
|
(970,285 |
) |
|
|
665,158 |
|
Accumulated other comprehensive income
|
|
|
4,751 |
|
|
|
590 |
|
|
|
3,312 |
|
|
|
(3,902 |
) |
|
|
4,751 |
|
Treasury stock
|
|
|
(13,134 |
) |
|
|
|
|
|
|
(370 |
) |
|
|
370 |
|
|
|
(13,134 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
947,159 |
|
|
|
1,637,111 |
|
|
|
303,559 |
|
|
|
(1,940,670 |
) |
|
|
947,159 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$ |
1,745,728 |
|
|
$ |
2,134,087 |
|
|
$ |
535,267 |
|
|
$ |
(1,940,670 |
) |
|
$ |
2,474,412 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Consolidating Statement of Earnings
Three Months Ended
June 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- | |
|
Elimination | |
|
|
(In thousands) |
|
Parent | |
|
Guarantors | |
|
Guarantors | |
|
Entries | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Net Sales
|
|
$ |
|
|
|
$ |
708,570 |
|
|
$ |
64,466 |
|
|
$ |
|
|
|
$ |
773,036 |
|
Costs and Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of products sold (excluding depreciation)
|
|
|
|
|
|
|
355,660 |
|
|
|
27,559 |
|
|
|
|
|
|
|
383,219 |
|
Selling, distribution and administrative expenses
|
|
|
841 |
|
|
|
247,715 |
|
|
|
27,421 |
|
|
|
|
|
|
|
275,977 |
|
Depreciation
|
|
|
1,815 |
|
|
|
26,893 |
|
|
|
4,454 |
|
|
|
|
|
|
|
33,162 |
|
Amortization
|
|
|
|
|
|
|
1,593 |
|
|
|
179 |
|
|
|
|
|
|
|
1,772 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income (Loss)
|
|
|
(2,656 |
) |
|
|
76,709 |
|
|
|
4,853 |
|
|
|
|
|
|
|
78,906 |
|
|
Interest (expense) income, net
|
|
|
(18,747 |
) |
|
|
6,170 |
|
|
|
(1,099 |
) |
|
|
|
|
|
|
(13,676 |
) |
(Discount) gain on securitization of trade receivables
|
|
|
|
|
|
|
(20,923 |
) |
|
|
17,587 |
|
|
|
|
|
|
|
(3,336 |
) |
Other income (expense), net
|
|
|
(91 |
) |
|
|
251 |
|
|
|
53 |
|
|
|
|
|
|
|
213 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) before income taxes and minority interest
|
|
|
(21,494 |
) |
|
|
62,207 |
|
|
|
21,394 |
|
|
|
|
|
|
|
62,107 |
|
|
Income tax benefit (expense)
|
|
|
7,308 |
|
|
|
(21,669 |
) |
|
|
(8,383 |
) |
|
|
|
|
|
|
(22,744 |
) |
Minority interest in earnings of consolidated affiliate
|
|
|
|
|
|
|
|
|
|
|
(711 |
) |
|
|
|
|
|
|
(711 |
) |
Equity in earnings of subsidiaries
|
|
|
52,838 |
|
|
|
|
|
|
|
|
|
|
|
(52,838 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings
|
|
$ |
38,652 |
|
|
$ |
40,538 |
|
|
$ |
12,300 |
|
|
$ |
(52,838 |
) |
|
$ |
38,652 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Consolidating Statement of Earnings
Three Months Ended
June 30, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- | |
|
Elimination | |
|
|
(In thousands) |
|
Parent | |
|
Guarantors | |
|
Guarantors | |
|
Entries | |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
Net Sales
|
|
$ |
|
|
|
$ |
624,879 |
|
|
$ |
53,246 |
|
|
$ |
|
|
|
$ |
678,125 |
|
Costs and Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of products sold (excluding depreciation)
|
|
|
|
|
|
|
311,954 |
|
|
|
22,909 |
|
|
|
|
|
|
|
334,863 |
|
Selling, distribution and administrative expenses
|
|
|
7,494 |
|
|
|
218,242 |
|
|
|
24,113 |
|
|
|
|
|
|
|
249,849 |
|
Depreciation
|
|
|
1,973 |
|
|
|
23,293 |
|
|
|
3,844 |
|
|
|
|
|
|
|
29,110 |
|
Amortization
|
|
|
|
|
|
|
1,278 |
|
|
|
21 |
|
|
|
|
|
|
|
1,299 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Income (Loss)
|
|
|
(9,467 |
) |
|
|
70,112 |
|
|
|
2,359 |
|
|
|
|
|
|
|
63,004 |
|
|
Interest (expense) income, net
|
|
|
(17,936 |
) |
|
|
5,642 |
|
|
|
(1,650 |
) |
|
|
|
|
|
|
(13,944 |
) |
(Discount) gain on securitization of trade receivables
|
|
|
|
|
|
|
(18,077 |
) |
|
|
16,229 |
|
|
|
|
|
|
|
(1,848 |
) |
Other income (expense), net
|
|
|
4,717 |
|
|
|
(4,629 |
) |
|
|
824 |
|
|
|
|
|
|
|
912 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) before income taxes and minority interest
|
|
|
(22,686 |
) |
|
|
53,048 |
|
|
|
17,762 |
|
|
|
|
|
|
|
48,124 |
|
|
Income tax benefit (expense)
|
|
|
7,940 |
|
|
|
(19,408 |
) |
|
|
(6,667 |
) |
|
|
|
|
|
|
(18,135 |
) |
Minority interest in earnings of consolidated affiliate
|
|
|
|
|
|
|
|
|
|
|
(522 |
) |
|
|
|
|
|
|
(522 |
) |
Equity in earnings of subsidiaries
|
|
|
44,393 |
|
|
|
|
|
|
|
|
|
|
|
(44,393 |
) |
|
|
|
|
Income(loss) from discontinued operations, net of tax
|
|
|
|
|
|
|
180 |
|
|
|
|
|
|
|
|
|
|
|
180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Earnings
|
|
$ |
29,647 |
|
|
$ |
33,820 |
|
|
$ |
10,573 |
|
|
$ |
(44,393 |
) |
|
$ |
29,647 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
25
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Condensed Consolidating Statement of Cash Flows
Three Months Ended
June 30, 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- | |
|
Elimination |
|
|
(In thousands) |
|
Parent | |
|
Guarantors | |
|
Guarantors | |
|
Entries |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
|
|
| |
Net cash provided by (used in) operating activities
|
|
$ |
(46,490 |
) |
|
$ |
95,479 |
|
|
$ |
(5,985 |
) |
|
$ |
|
|
|
$ |
43,004 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(947 |
) |
|
|
(54,883 |
) |
|
|
(6,874 |
) |
|
|
|
|
|
|
(62,704 |
) |
Proceeds from sale of plant and equipment
|
|
|
|
|
|
|
877 |
|
|
|
386 |
|
|
|
|
|
|
|
1,263 |
|
Business acquisitions, holdbacks and other settlements of
acquisition related liabilities
|
|
|
|
|
|
|
(5,234 |
) |
|
|
1,420 |
|
|
|
|
|
|
|
(3,814 |
) |
Other, net
|
|
|
1,566 |
|
|
|
5 |
|
|
|
(1,079 |
) |
|
|
|
|
|
|
492 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
619 |
|
|
|
(59,235 |
) |
|
|
(6,147 |
) |
|
|
|
|
|
|
(64,763 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from borrowings
|
|
|
149,467 |
|
|
|
2,363 |
|
|
|
14,389 |
|
|
|
|
|
|
|
166,219 |
|
Repayment of debt
|
|
|
(131,149 |
) |
|
|
(2,518 |
) |
|
|
(18,343 |
) |
|
|
|
|
|
|
(152,010 |
) |
Minority interest
|
|
|
|
|
|
|
|
|
|
|
(711 |
) |
|
|
|
|
|
|
(711 |
) |
Exercise of stock options
|
|
|
4,799 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,799 |
|
Dividends paid to stockholders
|
|
|
(5,433 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,433 |
) |
Cash overdraft
|
|
|
7,231 |
|
|
|
|
|
|
|
(203 |
) |
|
|
|
|
|
|
7,028 |
|
Inter-company
|
|
|
20,956 |
|
|
|
(39,091 |
) |
|
|
18,135 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
45,871 |
|
|
|
(39,246 |
) |
|
|
13,267 |
|
|
|
|
|
|
|
19,892 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CHANGE IN CASH
|
|
$ |
|
|
|
$ |
(3,002 |
) |
|
$ |
1,135 |
|
|
$ |
|
|
|
$ |
(1,867 |
) |
Cash Beginning of year
|
|
|
|
|
|
|
30,061 |
|
|
|
4,924 |
|
|
|
|
|
|
|
34,985 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash End of year
|
|
$ |
|
|
|
$ |
27,059 |
|
|
$ |
6,059 |
|
|
$ |
|
|
|
$ |
33,118 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Condensed Consolidating Statement of Cash Flows
Three Months Ended
June 30, 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non- | |
|
Elimination |
|
|
(In thousands) |
|
Parent | |
|
Guarantors | |
|
Guarantors | |
|
Entries |
|
Consolidated | |
|
|
| |
|
| |
|
| |
|
|
|
| |
Net cash provided by (used in) operating activities
|
|
$ |
(5,777 |
) |
|
$ |
42,261 |
|
|
$ |
40,015 |
|
|
$ |
|
|
|
$ |
76,499 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital expenditures
|
|
|
(824 |
) |
|
|
(39,590 |
) |
|
|
(6,851 |
) |
|
|
|
|
|
|
(47,265 |
) |
Proceeds from sale of plant and equipment
|
|
|
|
|
|
|
590 |
|
|
|
145 |
|
|
|
|
|
|
|
735 |
|
Business acquisitions, holdbacks and other settlements of
acquisition related liabilities
|
|
|
|
|
|
|
(72,707 |
) |
|
|
(143 |
) |
|
|
|
|
|
|
(72,850 |
) |
Other, net
|
|
|
(60 |
) |
|
|
(57 |
) |
|
|
515 |
|
|
|
|
|
|
|
398 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities
|
|
|
(884 |
) |
|
|
(111,764 |
) |
|
|
(6,334 |
) |
|
|
|
|
|
|
(118,982 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from borrowings
|
|
|
169,981 |
|
|
|
2,069 |
|
|
|
14,958 |
|
|
|
|
|
|
|
187,008 |
|
Repayment of debt
|
|
|
(138,635 |
) |
|
|
(2,136 |
) |
|
|
(35,754 |
) |
|
|
|
|
|
|
(176,525 |
) |
Minority interest
|
|
|
|
|
|
|
|
|
|
|
(522 |
) |
|
|
|
|
|
|
(522 |
) |
Minority stockholder note prepaymnet
|
|
|
|
|
|
|
|
|
|
|
21,000 |
|
|
|
|
|
|
|
21,000 |
|
Exercise of stock options
|
|
|
5,387 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,387 |
|
Dividends paid to stockholders
|
|
|
(4,631 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,631 |
) |
Cash overdraft
|
|
|
13,425 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
13,425 |
|
Inter-company
|
|
|
(38,866 |
) |
|
|
72,217 |
|
|
|
(33,351 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) financing activities
|
|
|
6,661 |
|
|
|
72,150 |
|
|
|
(33,669 |
) |
|
|
|
|
|
|
45,142 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CHANGE IN CASH
|
|
$ |
|
|
|
$ |
2,647 |
|
|
$ |
12 |
|
|
$ |
|
|
|
$ |
2,659 |
|
Cash Beginning of year
|
|
|
|
|
|
|
29,340 |
|
|
|
3,300 |
|
|
|
|
|
|
|
32,640 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash End of year
|
|
$ |
|
|
|
$ |
31,987 |
|
|
$ |
3,312 |
|
|
$ |
|
|
|
$ |
35,299 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
27
AIRGAS, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Item 2. Managements Discussion and Analysis of
Financial Condition and Results of Operations
OVERVIEW
Airgas, Inc. (the Company) had net sales for the
quarter ended June 30, 2006 (current quarter)
of $773 million compared to $678 million for the
quarter ended June 30, 2005 (prior year
quarter). Net sales increased by 14% in the current
quarter driven by continued strong same-store sales growth and
the impact of current and prior year acquisitions. Same-store
sales growth of 9% was driven by continued momentum in the
Companys markets, with sales volume increasing
approximately 6% and pricing contributing approximately 3%.
Broad customer demand in the current quarter was generated from
industrial, energy, non-residential construction, and medical
markets.
Accordingly, sales of core industrial gases and strategic
products, including bulk and medical gases and safety
products, were strong contributors to overall Company
performance in the current quarter. Operating margins also
increased in the current quarter to 10.2% from 9.3% of sales in
the prior year quarter. The significant margin improvement was
driven by continued operating profit leverage on sales growth,
the completion of the BOC integration, and effective management
of costs and pricing. Net earnings for the quarter ended
June 30, 2006 were $0.48 per diluted share, which was
26% higher than $0.38 per diluted share in the prior year
quarter.
Effective April 1, 2006, the Company adopted Statement of
Financial Accounting Standards No. 123R, Share-Based
Payment, (SFAS 123R) using the modified
prospective method. The new standard requires the Company to
estimate the value of stock options issued to employees,
including options to purchase shares under its Employee Stock
Purchase Plan, and recognize the estimated cost in earnings over
the period in which the options vest. Prior to the adoption of
SFAS 123R, the Company used the intrinsic value method
outlined in Accounting Principles Board Opinion No. 25 to
account for stock-based compensation. For the three months ended
June 30, 2006, the Company recognized stock-based
compensation expense of $2.7 million ($2 million after
tax), or $0.02 per diluted share. Since the Company adopted
SFAS 123R prospectively, no stock-based compensation
expense was reflected in earnings prior to April 1, 2006.
The effective tax rate for the three months ended June 30,
2006 was 36.6% as compared to 37.7% for the prior year quarter.
The current quarters effective tax rate reflects a
one-time $1.8 million, or $0.02 per diluted share, tax benefit.
The tax benefit was associated with a recent change in state income
tax law and reflects the reduction of deferred tax liabilities
previously established for timing differences under the prior state
income tax law. The Company expects the overall effective tax
rate for fiscal 2007, including the one-time tax benefit, to
range from 38% to 39% of pre-tax earnings.
In December 2005, the Company divested its subsidiary, Rutland
Tool & Supply Co., Inc. (Rutland Tool).
Rutland Tool distributed metalworking tools, machine tools and
maintenance, repair and operating (MRO) supplies
from seven locations and had approximately 180 employees. As a
result of the divestiture, the Company classified the operating
results of Rutland Tool as discontinued operations
in the three months ended June 30, 2005. Rutland Tool
generated annual sales of approximately $50 million and an
insignificant amount of operating income. The operating results
of Rutland Tool were previously reflected in the Distribution
business segment.
On July 25, 2006, the Company announced that it amended and
restated its senior credit facility with a syndicate of lenders.
The $1.6 billion senior unsecured credit facility (the
Credit Agreement), effective July 25, 2006,
consists of a US$966 million and C$40 million
(US$34 million) revolving credit line and two deferred draw
term loans totaling $600 million. The Company intends to
use borrowings under the revolving credit line for working
capital, acquisitions and general corporate purposes. The
Company intends to draw on the $100 million term loan to
refinance the Companys 7.75% medium-term notes due on
September 15, 2006. The Company intends to use borrowings
of up to $500 million from the second term loan to finance
certain contemplated acquisitions. If the contemplated
acquisitions are not completed, the outstanding commitment for
the unused portion of the second term loan will expire no later
than May 2007.
28
AIRGAS, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As a result of certain acquisitions being contemplated, the
Company suspended the three-year share repurchase plan that it
initiated in November 2005. The Company will focus on using its
cash flow to pay down debt, grow its dividend, and continue
investing in growth opportunities, including future
acquisitions. No shares of Company common stock were repurchased
during the three months ended June 30, 2006.
Looking forward, the Company expects net earnings to range from
$0.45 to $0.47 per diluted share in its fiscal second
quarter ending September 30, 2006. Based on the
Companys expectation of strong financial results for
fiscal 2007, the Company increased its earnings guidance to
$1.85 to $1.92 per diluted share for the full 2007 fiscal
year.
29
AIRGAS, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS: THREE MONTHS ENDED JUNE 30, 2006
COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2005
STATEMENT OF EARNINGS COMMENTARY
Net Sales
Net sales increased 14% in the quarter ended June 30, 2006
compared to the quarter ended June 30, 2005 reflecting
strong same-store sales growth and acquisitions. Sales momentum
continued in the current quarter driven by the expanding
industrial economy and strategic sales initiatives. On a
same-store basis, sales increased 9% versus the prior year
quarter. Acquisitions completed during the current and prior
fiscal years also contributed to sales growth.
The Company estimates same-store sales based on a comparison of
current period sales to prior period sales, adjusted for
acquisitions and divestitures. The pro-forma adjustments consist
of adding acquired sales to, or subtracting sales of divested
operations from, sales reported in the prior period. These
pro-forma adjustments used in calculating the same-store sales
metric are not reflected in the table below. The intercompany
eliminations represent sales from the All Other Operations
segment to the Distribution segment.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
|
|
|
|
|
June 30, | |
|
|
|
|
|
|
| |
|
|
(In thousands) |
|
2006 | |
|
2005 | |
|
Increase | |
|
|
| |
|
| |
|
| |
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution
|
|
$ |
649,253 |
|
|
$ |
581,518 |
|
|
$ |
67,735 |
|
|
|
12 |
% |
|
All Other Operations
|
|
|
139,785 |
|
|
|
111,491 |
|
|
|
28,294 |
|
|
|
25 |
% |
|
Intercompany eliminations
|
|
|
(16,002 |
) |
|
|
(14,884 |
) |
|
|
(1,118 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
773,036 |
|
|
$ |
678,125 |
|
|
$ |
94,911 |
|
|
|
14 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The Distribution segments principal products include
industrial, medical and specialty gases; cylinder and equipment
rental; process chemicals; and hardgoods. Industrial, medical
and specialty gases and process chemicals are distributed in
cylinders and bulk containers. Equipment rental fees are
generally charged on cylinders, cryogenic liquid containers,
bulk and micro-bulk tanks, tube trailers and welding equipment.
Hardgoods consist of welding consumables and equipment, safety
products, and MRO supplies.
Distribution segment sales increased 12% during the current
quarter compared to the prior year quarter driven by same-store
sales growth of $55 million (9%) and incremental sales
contributed by acquisitions of $13 million. The increase in
Distribution same-store sales resulted from higher hardgoods
sales of $30 million (10%) and gas and rent sales growth of
$25 million (8%). Broad demand from industrial, energy and
non-residential construction sectors helped the Companys
core gas and welding hardgoods business. Hardgoods same-store
sales growth reflected continued robust volume gains. Price
increases of selected hardgoods products also contributed to
same-store sales growth. Radnor® private label products continued
to outperform the market with sales growth of 14%. Same-store
sales of safety products also increased 14% in the current
quarter reflecting the success of cross-selling safety products
to new and existing customers. Sales of safety products through
the Companys telemarketing operations
(telesales) also contributed to sales momentum.
30
AIRGAS, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The Distribution segments same-store sales for gas and
rent increased 8% reflecting price increases and to a lesser
degree, volume growth. The impact of price increases principally
reflects pricing actions implemented in the second half of
fiscal 2006. Sales of industrial gases during the current
quarter remained strong reflecting continued momentum in the
Companys core industrial end-markets. Sales of strategic
gas products, including bulk and medical gases, were also
significant contributors to sales growth in the current quarter.
Bulk gas sales volumes were up related to growth in micro-bulk
and the signing of new bulk customer contracts. Medical gas
sales growth was attributable to continued success in the
hospital sector as well as with the
Walk-O2-Bouttm
medical cylinder program.
Rental revenues benefited from same-store sales growth of 43%
related to the Companys rental welder business. The
rebuilding effort in the Gulf Coast area, power plant
construction projects and the strengthening commercial
construction market contributed to the increase in demand for
welding machines, gases and consumables.
The All Other Operations segment consists of the Companys
Gas Operations Division and its National Welders joint venture.
The Gas Operations Division consists of producers and
distributors of gas products, principally of carbon dioxide, dry
ice, nitrous oxide, specialty gases, and process chemicals,
including ammonia. National Welders is a producer and
distributor of industrial, medical and specialty gases. All
Other Operations sales, net of intercompany eliminations,
increased $27 million (28%) compared to the prior year
quarter resulting from acquisitions and same-store sales growth.
Acquisitions primarily consisted of the June 2005 acquisition of
the anhydrous ammonia business from LaRoche Industries, Inc.
(LaRoche), as well as a March 2006 acquisition of a
packaged gas distributor completed by National Welders.
Same-store sales growth of 10% was driven by continued sales
gains of National Welders and growth in the acquired ammonia
business. Sales of dry ice and liquid carbon dioxide were also
strong contributors to sales growth in the current quarter
reflecting success in the food processing and industrial carbon
dioxide markets and the Companys nationwide network of dry
ice retail locations.
Gross Profits
Gross profits do not reflect depreciation expense and
distribution costs. The Company reflects distribution costs as
elements of Selling, Distribution and Administrative Expenses
and recognizes depreciation on all its property, plant and
equipment on the income statement line item
Depreciation. Since some companies may report
certain or all of these costs as elements of their Cost of
Products Sold, the Companys gross profits discussed below
may not be comparable to those of other entities.
Gross profits increased 14% resulting principally from sales
growth and acquisitions. The gross profit margin was relatively
consistent at 50.4% compared to 50.6% in the prior year quarter.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
|
|
|
|
|
June 30, | |
|
|
|
|
|
|
| |
|
|
(In thousands) |
|
2006 | |
|
2005 | |
|
Increase | |
|
|
| |
|
| |
|
| |
Gross Profits
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution
|
|
$ |
317,658 |
|
|
$ |
284,560 |
|
|
$ |
33,098 |
|
|
|
12 |
% |
|
All Other Operations
|
|
|
72,159 |
|
|
|
58,702 |
|
|
|
13,457 |
|
|
|
23 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
389,817 |
|
|
$ |
343,262 |
|
|
$ |
46,555 |
|
|
|
14 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
The Distribution segments gross profits increased
$33 million (12%) compared to the prior year quarter. The
Distribution segments gross profit margin was consistent
at 48.9% in both the current and prior year quarters. The mix of
gas and rent as a percentage of the Distribution segments
sales was 51.1% as compared to 51.6% in the prior year quarter
reflecting continued strength in hardgoods sales. Pricing
actions taken by the Company over the past twelve months helped
to mitigate the impact of rising product costs. The Company
intends to continue to raise prices as necessary to offset
rising product, operating and delivery costs. Accordingly, the
Company announced it would raise prices on packaged and bulk
gases, and other products effective June 26, 2006, or as
contracts permit. The Company expects the price increases to
impact the second fiscal quarter effectively offsetting rising
costs.
31
AIRGAS, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The All Other Operations segments gross profits increased
$13 million (23%) primarily from the addition of the
anhydrous ammonia business acquired from LaRoche and strong
sales at National Welders. Although the gross profit dollars for
the segment increased, the gross profit margin declined
110 basis points to 51.6% from 52.7% in the prior year
quarter. The decrease in the gross profit margin was primarily
driven by the acquisition of the anhydrous ammonia product line,
which carries a lower margin than other products in this segment.
Operating Expenses
Selling, distribution and administrative expenses
(SD&A) consist of labor and overhead associated
with the purchasing, marketing and distribution of the
Companys products, as well as costs associated with a
variety of administrative functions such as legal, treasury,
accounting, tax and facility-related expenses. As a percentage
of net sales, SD&A expense decreased 110 basis points
to 35.7% compared to 36.8% in the prior year quarter reflecting
improved cost leverage and effective cost management. SD&A
expenses increased $26 million (10%) primarily from
operating costs of acquired businesses and higher variable
expenses associated with the growth in sales volumes. As
compared with the prior year quarter, acquisitions contributed
an estimated additional $8 million to SD&A expense. The
balance of the increase is primarily attributable to higher
labor and benefit costs and distribution-related expenses. The
increase in labor costs reflected costs to fill cylinders and
operate facilities to meet increased demand for products as well
as normal wage inflation. The increase in benefit costs
reflected $2.7 million of stock-based compensation expense
associated with the adoption of SFAS 123R effective
April 1, 2006. The increase in distribution expenses was
attributable to higher fuel and vehicle repair and maintenance
costs, which were up approximately $3 million versus the
prior year quarter. Higher fuel costs were directly related to
the rise in diesel fuel prices over the past year and the
increase in miles driven to source gas products and meet
customer demand.
Depreciation expense of $33 million increased
$4 million (14%) compared to the prior year quarter.
Acquired businesses contributed depreciation expense of
approximately $1 million. The remainder of the increase
primarily reflects the current and prior years capital
investments in revenue generating assets to support customer
demand, including cylinders, bulk tanks and rental welders, as
well as expansions of certain plants and branch stores.
Amortization expense of approximately $1.8 million was $473
thousand higher than the prior year quarter driven by the
amortization of customer lists and non-compete agreements
associated with acquisitions.
Operating Income
Operating income increased 25% in the current quarter compared
to the prior year quarter driven by higher sales levels.
Improved cost leverage on sales growth was the primary
contributor to a 90 basis point increase in the operating
income margin to 10.2% compared to 9.3% in the prior year
quarter.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended | |
|
|
|
|
|
|
June 30, | |
|
|
|
|
|
|
| |
|
|
(In thousands) |
|
2006 | |
|
2005 | |
|
Increase | |
|
|
| |
|
| |
|
| |
Operating Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution
|
|
$ |
60,641 |
|
|
$ |
48,502 |
|
|
$ |
12,139 |
|
|
|
25 |
% |
|
All Other Operations
|
|
|
18,265 |
|
|
|
14,502 |
|
|
|
3,763 |
|
|
|
26 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
78,906 |
|
|
$ |
63,004 |
|
|
$ |
15,902 |
|
|
|
25 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income in the Distribution segment increased 25% in
the current quarter. The Distribution segments operating
income margin increased 100 basis points to 9.3% compared
to 8.3% in the prior year quarter. The significant margin
improvement was driven by continued operating profit leverage on
sales growth, the completion of the BOC integration, and
effective management of costs and pricing.
32
AIRGAS, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Operating income in the All Other Operations segment increased
26% resulting primarily from the strong business momentum of
National Welders as well as the anhydrous ammonia business
acquired from LaRoche. The segments operating income
margin of 13.1% was consistent with 13.0% in the prior year
quarter.
Interest Expense and Discount on Securitization of Trade
Receivables
Interest expense, net, and the discount on securitization of
trade receivables totaled $17 million representing an
increase of 8% compared to the prior year quarter. The increase
primarily resulted from higher weighted-average interest rates
associated with the Companys variable rate debt
instruments.
The Company participates in a securitization agreement with two
commercial banks to sell up to $250 million of qualifying
trade receivables. The amount of outstanding receivables under
the agreement was $234 million at June 30, 2006 versus
$244 million at March 31, 2006. Net proceeds from the
sale of trade receivables were used to reduce borrowings under
the Companys revolving credit facilities. The discount on
the securitization of trade receivables represents the
difference between the carrying value of the receivables and the
proceeds from their sale. The amount of the discount varies on a
monthly basis depending on the amount of receivables sold and
market rates.
As discussed in Liquidity and Capital Resources and
in Item 3, Quantitative and Qualitative Disclosures
About Market Risk, the Company manages its exposure to
interest rate risk of certain borrowings through participation
in interest rate swap agreements. Including the effect of the
interest rate swap agreements and the trade receivables
securitization, the Companys ratio of fixed to variable
rate debt at June 30, 2006 was 65% fixed to 35% variable. A
majority of the Companys variable rate debt is based on a
spread over the London Interbank Offered Rate
(LIBOR). Based on the Companys fixed to
variable interest rate ratio at June 30, 2006, for every
25 basis point increase in LIBOR, the Company estimates
that its annual interest expense would increase approximately
$1 million.
Income Tax Expense
The effective income tax rate was 36.6% of pre-tax earnings in
current quarter compared to 37.7% in the prior year quarter. The
lower effective income tax rate in the current quarter reflected
a one-time tax benefit related to a recent change in state tax
law. The Company expects the overall effective tax rate for
fiscal 2007, including the one-time tax benefit, to range from
38% to 39% of pre-tax earnings.
Income from Continuing Operations
Income from continuing operations for the quarter ended
June 30, 2006 was $39 million, or $0.48 per
diluted share, compared to $29 million, or $0.38 per
diluted share, in the prior year quarter.
Income from Discontinued Operations
As a result of the divestiture of Rutland Tool in December 2005,
the operating results of Rutland Tool in prior periods have been
classified as discontinued operations. For the three months
ended June 30, 2005, income from discontinued operations,
net of tax, was $180 thousand.
Net Earnings
Net earnings for the quarter ended June 30, 2006 were
$39 million, or $0.48 per diluted share, compared to
$30 million, or $0.38 per diluted share, in the prior
year quarter.
33
AIRGAS, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND CAPITAL RESOURCES
Cash Flows
Net cash provided by operating activities was $43 million
for the three months ended June 30, 2006 compared to
$76 million in the comparable prior year quarter. The
decrease in operating cash flows primarily resulted from lower
levels of receivables sold under the trade receivables
securitization. Net earnings adjusted for non-cash items
provided cash of $95 million versus $74 million in the
prior year quarter. Working capital resulted in a use of cash of
$44 million in the current quarter versus $25 million
in the prior year quarter. The use of cash for working capital
in the current quarter principally reflects lower accounts
payable associated with the timing of payments to vendors, lower
accrued expenses and higher trade receivables in support of
sales growth. Cash flows of National Welders, in excess of a
management fee paid by National Welders to the Company, are not
available to the Company. Cash provided by operating activities
in the current period included $8 million of cash provided
by National Welders versus $4 million in the prior year
quarter. Cash flows provided by operating activities were
principally used to fund investing activities.
Net cash used in investing activities totaled $65 million
during the current quarter and primarily consisted of cash used
for capital expenditures and acquisitions. Capital expenditures
were $63 million in the current quarter (including $4 million at National Welders) and primarily
relate to spending for cylinders, bulk tanks and rental welding
machines. These capital expenditures reflect investments to
support the Companys sales growth initiatives. Cash of
$4 million was also paid in the current quarter for
acquisitions and holdback payments.
Financing activities provided net cash of $20 million
primarily from net borrowings, an increase in the cash overdraft
and proceeds from stock option exercises. An increase in the
Companys cash overdraft provided cash of $7 million
in the current quarter. The cash overdraft represents
outstanding checks. Fluctuations in the amount of the cash
overdraft result from the timing of payments to vendors and the
related presentment of the checks for payment.
Dividends
On May 23, 2006, the Companys Board of Directors
declared a regular quarterly cash dividend of $0.07 per
share, representing a 17% increase compared to the quarterly
cash dividend paid in fiscal 2006. The cash dividend was paid on
June 30, 2006 to stockholders of record as of June 15,
2006. Future dividend declarations and associated amounts paid
will depend upon the Companys earnings, financial
condition, loan covenants, capital requirements and other
factors deemed relevant by management and the Companys
Board of Directors.
Stock Repurchase Plan
As a result of certain acquisitions under consideration, the
Company has suspended the three-year share repurchase plan it
initiated in November 2005. The Company will focus on using its
cash flow to pay down debt, grow its dividend, and continue
investing in growth opportunities, including future
acquisitions. No shares of Company common stock were repurchased
during the three months ended June 30, 2006.
34
AIRGAS, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Financial Instruments
Senior Credit Agreement
At June 30, 2006, the Company had unsecured senior credit
facilities with a syndicate of lenders under a credit agreement
(the 2005 Credit Agreement) that provided revolving
credit lines of $308 million and Canadian $50 million
and a term loan. The Credit Agreement had a maturity date of
January 14, 2010. As of June 30, 2006, the Company had
revolving credit borrowings of approximately $139 million,
Canadian $22 million (U.S. $20 million), and term
loan borrowings of $78 million. As of June 30, 2006,
the Company also had commitments of $35 million under
letters of credit, of which approximately $1 million was
supported by the 2005 Credit Agreement and $34 million was
supported by an arrangement with another financial institution.
The 2005 Credit Agreement requires the Company to maintain
certain leverage and coverage ratios. The U.S. dollar
borrowings bear interest at LIBOR plus 95 basis points and
the Canadian dollar borrowings bear interest at the Canadian
Bankers Acceptance Rate plus 95 basis points. As of
June 30, 2006, the effective interest rate on the
U.S. dollar revolving credit lines, the Canadian dollar
credit lines and the U.S. dollar term loan were 6.04%,
5.31% and 6.30%, respectively.
Debt Refinancing
Effective July 25, 2006, the Company amended and restated
the 2005 Credit Agreement. The new $1.6 billion unsecured
senior credit facility (the Credit Agreement)
consists of a U.S.$966 million and a C$40 million
(U.S.$34 million) revolving credit lines and two deferred
draw term loans totaling $600 million. The Company intends
to use borrowings under the revolving credit lines for working
capital, acquisitions and general corporate purposes. A
$100 million term loan may only be used to refinance the
Companys 7.75% medium-term notes due on September 15,
2006. A $500 million term loan may only be used to finance
certain contemplated acquisitions. If the contemplated
acquisitions are not completed, the outstanding commitment for
the unused portion of the $500 million term loan will
expire no later than May 2007. The revolving credit lines mature
on July 25, 2011. The term loans will be payable in
periodic installments from the dates they are executed through
July 25, 2011. The Companys initial borrowings under
the Credit Agreement totaled $191 million. The current
interest rate on borrowings under the Credit Agreement is LIBOR plus 75 basis points, which is down from
LIBOR plus 95 basis points under the 2005 Credit Agreement.
The interest rate under the Credit Agreement may increase or
decrease based on the Companys credit rating.
The covenants under the Credit Agreement are generally similar
to those in the 2005 Credit Agreement and include certain
leverage ratios, which could potentially restrict additional
borrowings. Additional borrowing capacity under the Credit
Agreement consists of the $100 million term loan restricted
to refinancing the Companys medium-term notes, the
$500 million term loan restricted to financing certain
contemplated acquisitions, and the U.S. and Canadian revolving
credit lines limited by certain leverage ratios to approximately
$550 million of additional borrowing capacity. The Credit
Agreement also contains customary events of default, including
nonpayment and breach of covenants. In the event of default,
repayment of borrowings under the Credit Agreement may be
accelerated.
Subsidiary guarantees under the Credit Agreement are identical
to the guarantees under the 2005 Credit Agreement. The
Companys domestic subsidiaries, exclusive of a bankruptcy
remote special purpose entity (the domestic
guarantors), guarantee the U.S. and Canadian borrowings.
The Canadian borrowings are also guaranteed by the
Companys foreign subsidiaries. The guarantees are full and
unconditional and are made on a joint and several basis. The
Company has pledged 100% of the stock of its domestic
subsidiaries and 65% of the stock of its foreign subsidiaries as
surety for its obligations under the Credit Agreement. The
Credit Agreement provides for the release of the guarantees and
collateral if the Company attains an investment grade credit
rating and a similar release on all other debt.
35
AIRGAS, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Money Market Loans
In January 2006, the Company received an advance of
$25 million under an agreement with a financial
institution. The agreement, which expires on April 30,
2007, provides the Company with access to short term advances
not to exceed $25 million for a maximum term of
90 days. The amount, term and interest rate of an advance
are established through mutual agreement with the financial
institution when the Company requests such an advance. At
June 30, 2006, the Company had no outstanding advances
under the agreement. On July 19, 2006, the Company received
an advance in the amount of $25 million for a term of
62 days bearing interest at 5.96%.
Medium-Term Notes
At June 30, 2006, the Company had $100 million of
medium-term notes due September 2006 bearing interest at a fixed
rate of 7.75%. The medium-term notes have been presented in the
current portion of long-term debt at June 30, 2006. It is
the Companys intention to refinance the notes upon
maturity with borrowings from a term loan included under the
Credit Agreement (see Debt Refinancing above). The
medium-term notes are fully and unconditionally guaranteed on a
joint and several basis by each of the wholly owned domestic
guarantors under the revolving credit facilities. The Company
has pledged the stock of its domestic guarantors for the benefit
of the note holders.
Senior Subordinated Notes
At June 30, 2006, the Company had $150 million of
senior subordinated notes (the 2004 Notes)
outstanding with a maturity date of July 15, 2014. The 2004
Notes bear interest at a fixed annual rate of 6.25%, payable
semi-annually on January 15 and July 15 of each year. The 2004
notes have an optional redemption provision, which permits the
Company, at its option, to call the 2004 Notes at scheduled
dates and prices. The first scheduled optional redemption date
is July 15, 2009 at a price of 103.1% of the principal
amount.
In addition to the 2004 Notes, at June 30, 2006, the
Company had $225 million of senior subordinated notes (the
2001 Notes) outstanding with a maturity date of
October 1, 2011. The 2001 Notes bear interest at a fixed
annual rate of 9.125%, payable semi-annually on April 1 and
October 1 of each year. The 2001 notes also have an
optional redemption provision, which permits the Company, at its
option, to call the 2001 Notes at scheduled dates and prices.
The first scheduled optional redemption date is October 1,
2006 at a price of 104.6% of the principal amount. The Company
may exercise the call provision during fiscal 2007 or thereafter
depending on capital market conditions and other factors. If the
call provision is exercised, the Company estimates that it would
recognize a pre-tax charge of approximately $12 million and
annual interest expense savings of $4 million based on
effective interest rates at June 30, 2006.
The 2004 Notes and 2001 Notes contain covenants that could
restrict the payment of dividends, the repurchase of common
stock, the issuance of preferred stock, and the incurrence of
additional indebtedness and liens. The 2004 Notes and 2001 Notes
are fully and unconditionally guaranteed jointly and severally,
on a subordinated basis, by each of the wholly owned domestic
guarantors under the revolving credit facilities. The stock of
the Companys domestic subsidiaries is also pledged to the
note holders on a subordinated basis.
Acquisition and Other Notes
The Companys long-term debt also included acquisition and
other notes principally consisting of notes issued to sellers of
businesses acquired and are repayable in periodic installments.
At June 30, 2006, acquisition and other notes totaled
approximately $3 million with interest rates ranging from
5% to 8.5%.
36
AIRGAS, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Financial Instruments of the National Welders Joint
Venture
Pursuant to the requirements of FASBs Financial
Interpretation No. 46 (revised December 2003),
Consolidation of Variable Interest Entities,
(FIN 46R), the Companys Consolidated
Balance Sheets at June 30, 2006 and March 31, 2006
include the financial obligations of National Welders. National
Welders financial obligations are non-recourse to the
Company, meaning that the creditors of National Welders do not
have a claim on the assets of Airgas, Inc.
The National Welders Credit Agreement (the NWS Credit
Agreement) provides for a Term Loan A of
$26 million, a Term Loan B of $21 million, a Term
Loan C of $9 million, and a revolving credit line of
$74 million. Term Loan A is repayable in monthly
amounts of $254 thousand with a lump-sum payment of the
outstanding balance at maturity in June 2007. Term Loan B
was repaid in its entirety in June 2005 with the proceeds from
the minority stockholders prepayment of notes due to
National Welders (See Note 10 to the Consolidated Financial
Statements). Term Loan C matures in September 2006 and the
revolving credit agreement matures in August 2008. The variable
interest rate on Term Loan A and the revolving credit line
ranges from LIBOR plus 70 to 145 basis points varying with
National Welders leverage ratio. The NWS Credit Agreement
contains certain covenants which, among other things, limit the
ability of National Welders to incur and guarantee new
indebtedness, and limit its capital expenditures, ownership
changes, merger and acquisition activity, and the payment of
dividends.
At June 30, 2006, National Welders had borrowings under its
revolving credit line of $49 million, under Term
Loan A of $14 million and under Term Loan C of
$1.3 million. At June 30, 2006, the effective interest
rate for Term Loan A and the revolving credit line was
6.25%. Term Loan C bears a fixed interest rate of 7%. Based
on restrictions related to certain leverage ratios, National
Welders had additional borrowing capacity under the NWS Credit
Agreement of approximately $25 million at June 30,
2006.
As of June 30, 2006, Term Loan A and the revolving
credit line are secured by certain current assets, principally
trade receivables and inventory, totaling $35 million,
non-current assets, principally equipment, totaling
$102 million, and Airgas common stock with a market value
of $33 million classified as treasury stock and carried at
cost of $370 thousand. Term Loan C is secured by a
production facility, which had a net book value of approximately
$20 million at June 30, 2006.
Trade Receivables Securitization
The Company participates in a securitization agreement with two
commercial banks to sell up to $250 million of qualifying
trade receivables. The agreement expires in May 2009, but may be
renewed subject to provisions contained in the agreement. During
the three months ended June 30, 2006, the Company sold, net
of its retained interest, $598 million of trade receivables
and remitted to bank conduits, pursuant to a servicing
agreement, $608 million in collections on those
receivables. The net proceeds were used to reduce borrowings
under the Companys revolving credit facilities. The amount
of outstanding receivables under the agreement was
$234 million at June 30, 2006 and $244 million at
March 31, 2006, respectively.
37
AIRGAS, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Interest Rate Swap Agreements
The Company manages its exposure to changes in market interest
rates. At June 30, 2006, the Company was party to six
interest rate swap agreements. The swap agreements are with
major financial institutions and aggregate $150 million in
notional principal amount. At June 30, 2006, these swap
agreements required the Company to make fixed interest payments
based on a weighted average effective rate of 4.98% and receive
variable interest payments from its counterparties based on a
weighted average variable rate of 5.08%. The remaining terms of
each of these swap agreements are between two and three years.
The Company monitors its positions and the credit ratings of its
counterparties and does not anticipate non-performance by the
counterparties.
National Welders entered into a swap agreement with a major
financial institution with a notional principal amount of
$27 million. The swap agreement is for three years and
requires National Welders to make fixed interest payments of
5.36% and receive variable interest payments from its
counterparty based on one month LIBOR, which was 5.27% at
June 30, 2006.
Including the effect of the interest rate swap agreements, the
debt of National Welders, and the trade receivables
securitization, the Companys ratio of fixed to variable
interest rates was approximately 65% fixed to 35% variable at
June 30, 2006. A majority of the Companys variable
rate debt is based on a spread over the LIBOR. Based on the
Companys fixed to variable interest rate ratio at
June 30, 2006, for every 25 basis point increase in
LIBOR, the Company estimates that its annual interest expense
would increase approximately $1 million.
Contractual Obligations and Off-Balance Sheet Arrangements
There were no material changes in the Companys contractual
obligations and off-balance sheet arrangements as of
June 30, 2006 compared to those contained in the
Form 10-K for the
fiscal year ended March 31, 2006.
See Item 3 of this report for the Companys estimated
future obligations related to its debt, the debt of National
Welders, the off-balance sheet trade receivables securitization,
interest on the debt, and estimated future obligations under the
Companys interest rate swap agreements as of June 30,
2006. The Companys cash outlays for interest approximate
interest expense.
38
AIRGAS, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OTHER
New Accounting Pronouncements
In February 2006, the FASB issued SFAS No. 155,
Accounting for Certain Hybrid Financial
Instruments an amendment of FASB Statements
No. 133 and 140. SFAS 155 addresses the
application of SFAS 133 to beneficial interests in
securitized financial assets. SFAS 155 is effective for
fiscal years beginning after September 15, 2006. The
Company is currently evaluating the impact that the adoption of
SFAS 155 will have on its results of operations, financial
position or liquidity.
In March 2006, the FASB issued SFAS No. 156,
Accounting for Servicing of Financial Assets an
amendment of FASB Statement No. 140. SFAS 156
requires that an entity recognize a servicing asset or liability
each time it undertakes an obligation to service a financial
asset by entering into a service contract under certain
situations. SFAS 156 is effective for fiscal years
beginning after September 15, 2006. The Company is
currently evaluating the impact that the adoption of
SFAS 156 will have on its results of operations, financial
position or liquidity.
In July 2006, the FASB issued FASB Interpretation
(FIN) 48, Accounting for Uncertainty in Income
Taxes an interpretation of FASB Statement
No. 109. The interpretation clarifies the accounting
for uncertainty in income taxes recognized in an entitys
financial statements in accordance with SFAS No. 109,
Accounting for Income Taxes. It prescribes a recognition
threshold and measurement attribute for financial statement
disclosure of tax positions taken or expected to be taken on a
tax return. The interpretation is effective for fiscal years
beginning after December 15, 2006. The Company is currently
evaluating the requirements of FIN 48 and has not yet
determined the impact on its consolidated financial statements.
39
AIRGAS, INC. AND SUBSIDIARIES
MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-looking Statements
This report contains statements that are forward looking within
the meaning of the Private Securities Litigation Reform Act of
1995. These statements include, but are not limited to,
statements regarding: the Companys expectation that its
overall effective tax rate for fiscal 2007, including the
one-time tax benefit, will range from 38% to 39% of pre-tax
earnings; the Companys intention to draw on the
$100 million term loan to refinance its 7.75% medium-term
notes due on September 15, 2006; the Companys
intention to use borrowings of up to $500 million from the
second term loan to finance certain contemplated acquisitions;
the Companys focus on using its cash flow to pay down
debt, grow its dividend, and continue investing in growth
opportunities, including future acquisitions; the Companys
expectation of net earnings in the fiscal 2007 second quarter to
range from $0.45 to $0.47 per diluted share; the
Companys expectation of strong financial results for
fiscal 2007 and earnings per diluted share of $1.85 to $1.92;
broad demand from industrial, energy and non-residential
construction sectors and its effect on the Companys sales
levels; the continued success of cross-selling of safety
products to new and existing customers; the Companys
intention to continue to raise prices as necessary to offset
rising product, operating and delivery costs; the Companys
ability to raise prices on packaged and bulk gases, and other
products as contracts permit; the Companys expectation
that price increases will effectively offset rising costs in the
second fiscal quarter; the Companys intent to use borrowings
under the revolving credit line for working capital, acquisitions and
general corporate purposes; the Companys estimate that for
every 25 basis point increase in LIBOR, annual interest
expense will increase approximately $1 million; the future
payment of dividends; the Companys estimate that it would recognize a
pre-tax charge of approximately $12 million and annual
interest expense savings of $4 million based on effective
interest rates at June 30, 2006 in the event that the call
provision on the 2001 Notes is exercised; the Companys ability
to manage its exposure to market interest rates; and the
performance of counterparties under interest rate swap
agreements.
These forward-looking statements involve risks and
uncertainties. Factors that could cause actual results to differ
materially from those predicted in any forward-looking statement
include, but are not limited to: higher or lower overall tax
rates in fiscal 2007 than that estimated by the Company; the
inability to close contemplated acquisitions; an increase in
debt in future periods and the impact on the Companys
ability to grow its dividend; a lack of available financing
necessary to invest in growth opportunities and future
acquisitions; a decline in demand from markets served by the
Company; if the call provision on the 2001 notes is exercised,
higher interest rates in future periods and the impact on the
resulting annual expense savings; adverse customer response to
the Companys strategic product sales initiatives;
underlying market conditions; customers acceptance of price
increases; adverse changes in customer buying patterns; an
economic downturn (including adverse changes in the specific
markets for the Companys products); the Companys
inability to meet its earnings estimates; a rise in product
costs and/or operating expenses at a rate faster than the
Companys ability to increase prices; higher than estimated
interest expense resulting from increases in LIBOR; potential
disruption to the Companys business from integration
problems associated with acquisitions; the inability of
management to control expenses; a lack of borrowing availability
under senior credit facilities or other financing sources that
prevent the Company from refinancing the medium-term notes upon
maturity; a lack of available cash flow necessary to pay future
dividends; the inability to pay dividends as a result of loan
covenant restrictions; the inability to manage interest rate
exposure; unanticipated non-performance by counterparties
related to interest rate swap agreements; the effects of
competition from independent distributors and vertically
integrated gas producers on products, pricing and sales growth;
changes in product prices from gas producers and name-brand
manufacturers and suppliers of hardgoods; and the effects of,
and changes in, the economy, monetary and fiscal policies, laws
and regulations, inflation and monetary fluctuations and
fluctuations in interest rates, both on a national and
international basis. The Company does not undertake to update
any forward-looking statement made herein or that may be made
from time to time by or on behalf of the Company.
40
Item 3. Quantitative and Qualitative Disclosures About
Market Risk
Interest Rate Risk
The Company manages its exposure to changes in market interest
rates. The interest rate exposure arises primarily from the
interest payment terms of the Companys borrowing
agreements. Interest rate swap agreements are used to adjust the
interest rate risk exposures that are inherent in its portfolio
of funding sources. The Company has not, and will not establish
any interest rate risk positions for purposes other than
managing the risk associated with its portfolio of funding
sources. The Company maintains the ratio of fixed to variable
rate debt within parameters established by management under
policies approved by the Board of Directors. Including the
effect of interest rate swap agreements on the Companys
debt and off-balance sheet financing arrangements, the
Companys ratio of fixed to variable rate debt was 65%
fixed and 35% variable at June 30, 2006. The ratio includes
the effect of the fixed to variable rate debt of National
Welders. Counterparties to interest rate swap agreements are
major financial institutions. The Company has established
counterparty credit guidelines and only enters into transactions
with financial institutions with long-term credit ratings of
A or better. In addition, the Company monitors its
position and the credit ratings of its counterparties, thereby
minimizing the risk of non-performance by the counterparties.
The table below summarizes the Companys market risks
associated with debt obligations, interest rate swaps and the
trade receivables securitization as of June 30, 2006. For
debt obligations and the trade receivables securitization, the
table presents cash flows related to payments of principal,
interest and the discount on the securitization program by
fiscal year of maturity. For interest rate swaps, the table
presents the notional amounts underlying the agreements by year
of maturity. The notional amounts are used to calculate
contractual payments to be exchanged and are not actually paid
or received. Fair values were computed using market quotes, if
available, or based on discounted cash flows using market
interest rates as of the end of the period.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year of
Maturity |
|
|
| |
(In millions) |
|
2007(a) | |
|
2008 | |
|
2009 | |
|
2010 | |
|
2011 | |
|
2012 | |
|
Thereafter | |
|
Total |
|
Fair Value | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
| |
Fixed Rate Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Medium-term notes
|
|
$ |
100 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
100 |
|
$ |
100 |
|
|
Interest expense
|
|
$ |
2 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
2 |
|
|
|
|
|
Interest rate
|
|
|
7.75 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition and other notes
|
|
$ |
|
|
|
$ |
1 |
|
|
$ |
|
|
|
$ |
2 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
3 |
|
$ |
3 |
|
|
Interest expense
|
|
$ |
0.1 |
|
|
$ |
0.1 |
|
|
$ |
0.1 |
|
|
$ |
0.1 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
0.4 |
|
|
|
|
|
Average interest rate
|
|
|
5.62 |
% |
|
|
5.89 |
% |
|
|
5.65 |
% |
|
|
8.50 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Senior subordinated notes due 2011
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
225 |
|
|
$ |
|
|
|
$ |
225 |
|
$ |
236 |
|
|
Interest expense
|
|
$ |
16 |
|
|
$ |
21 |
|
|
$ |
21 |
|
|
$ |
21 |
|
|
$ |
21 |
|
|
$ |
10 |
|
|
$ |
|
|
|
$ |
110 |
|
|
|
|
|
Interest rate
|
|
|
9.125 |
% |
|
|
9.125 |
% |
|
|
9.125 |
% |
|
|
9.125 |
% |
|
|
9.125 |
% |
|
|
9.125 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
Senior subordinated notes due 2014
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
150 |
|
|
$ |
150 |
|
$ |
140 |
|
|
Interest expense
|
|
$ |
7 |
|
|
$ |
9 |
|
|
$ |
9 |
|
|
$ |
9 |
|
|
$ |
9 |
|
|
$ |
9 |
|
|
$ |
18 |
|
|
$ |
70 |
|
|
|
|
|
Interest rate
|
|
|
6.25 |
% |
|
|
6.25 |
% |
|
|
6.25 |
% |
|
|
6.25 |
% |
|
|
6.25 |
% |
|
|
6.25 |
% |
|
|
6.25 |
% |
|
|
|
|
|
|
|
|
National Welders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term loan C
|
|
$ |
1.3 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
1.3 |
|
$ |
1.3 |
|
|
Interest expense
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
Interest rate
|
|
|
7.00 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year of Maturity | |
|
|
| |
(In millions) |
|
2007(a) | |
|
2008 | |
|
2009 | |
|
2010 | |
|
2011 |
|
2012 |
|
Thereafter |
|
Total | |
|
Fair Value | |
|
|
| |
|
| |
|
| |
|
| |
|
|
|
|
|
|
|
| |
|
| |
Variable Rate Debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolving credit facilities
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
159 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
159 |
|
|
$ |
159 |
|
|
Interest expense
|
|
$ |
7 |
|
|
$ |
9 |
|
|
$ |
9 |
|
|
$ |
8 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
33 |
|
|
|
|
|
|
Interest rate(b)
|
|
|
5.95 |
% |
|
|
5.95 |
% |
|
|
5.95 |
% |
|
|
5.95 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term loan
|
|
$ |
12 |
|
|
$ |
15 |
|
|
$ |
21 |
|
|
$ |
30 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
78 |
|
|
$ |
78 |
|
|
Interest expense
|
|
$ |
4 |
|
|
$ |
4 |
|
|
$ |
3 |
|
|
$ |
1 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
12 |
|
|
|
|
|
|
Interest rate(b)
|
|
|
6.30 |
% |
|
|
6.30 |
% |
|
|
6.30 |
% |
|
|
6.30 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
National Welders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolving credit facility
|
|
$ |
|
|
|
$ |
|
|
|
$ |
49 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
49 |
|
|
$ |
49 |
|
|
Interest expense
|
|
$ |
2.3 |
|
|
$ |
3.1 |
|
|
$ |
1.3 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
6.7 |
|
|
|
|
|
|
Interest rate(b)
|
|
|
6.25 |
% |
|
|
6.25 |
% |
|
|
6.25 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Term loan A
|
|
$ |
3 |
|
|
$ |
11 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
14 |
|
|
$ |
14 |
|
|
Interest expense
|
|
$ |
0.7 |
|
|
$ |
0.2 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
0.9 |
|
|
|
|
|
|
Interest rate(b)
|
|
|
6.25 |
% |
|
|
6.25 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year of Maturity | |
|
|
| |
(In millions) |
|
2007(a) | |
|
2008 | |
|
2009 | |
|
2010 | |
|
2011 |
|
2012 |
|
Thereafter |
|
Total | |
|
Fair Value | |
|
|
| |
|
| |
|
| |
|
| |
|
|
|
|
|
|
|
| |
|
| |
Interest Rate Swaps:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6 Swaps (Receive Variable)/ Pay Fixed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional amounts
|
|
$ |
|
|
|
$ |
|
|
|
$ |
100 |
|
|
$ |
50 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
150 |
|
|
$ |
(2.0 |
) |
|
|
Swap payments/(receipts)
|
|
$ |
(0.1 |
) |
|
$ |
(0.2 |
) |
|
$ |
(0.3 |
) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
(0.6 |
) |
|
|
|
|
|
|
Variable receive rate = 5.08%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1-month LIBOR)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average pay rate = 4.98%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
National Welders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 Swap (Receive Variable)/ Pay Fixed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Notional amount
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
27 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
27 |
|
|
$ |
0.05 |
|
|
Variable receive rate = 5.27%
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Weighted average pay rate = 5.36%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Off-Balance Sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIBOR-based agreement:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade receivables securitization(c)
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
234 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
234 |
|
|
$ |
234 |
|
|
|
Discount on securitization
|
|
$ |
9 |
|
|
$ |
13 |
|
|
$ |
13 |
|
|
$ |
2 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
37 |
|
|
|
|
|
|
|
(a) |
Fiscal 2007 financial instrument maturities and interest expense
relate to the period July 1, 2006 through March 31,
2007. |
42
|
|
|
(b) |
|
The variable rate of U.S. revolving credit facilities and
term loan is based on the average LIBOR rate of outstanding
contracts as of June 30, 2006. The variable rate of the
Canadian dollar portion of the revolving credit facilities is
the rate on Canadian Bankers acceptances as of
June 30, 2006. |
|
(c) |
|
The trade receivables securitization agreement expires in May
2009, but may be renewed subject to renewal provisions contained
in the agreement. |
Limitations of the tabular presentation
As the table incorporates only those interest rate risk
exposures that exist as of June 30, 2006, it does not
consider those exposures or positions that could arise after
that date. In addition, actual cash flows of financial
instruments in future periods may differ materially from
prospective cash flows presented in the table due to future
fluctuations in variable interest rates, debt levels and the
Companys credit rating.
Foreign Currency Rate Risk
Canadian subsidiaries of the Company are funded in part with
local currency debt. The Company does not otherwise hedge its
exposure to translation gains and losses relating to foreign
currency net asset exposures. The Company considers its exposure
to foreign currency exchange fluctuations to be immaterial to
its consolidated financial position and results of operations.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
The Company carried out an evaluation, under the supervision and
with the participation of the Companys Chief Executive
Officer and Chief Financial Officer, of the effectiveness of the
Companys disclosure controls and procedures
(as defined in the Securities Exchange Act of 1934
Rules 13a-15(e)
and 15d-15(e)) as of
June 30, 2006. Based on that evaluation, the Companys
Chief Executive Officer and Chief Financial Officer have
concluded that, as of such date, the Companys disclosure
controls and procedures were effective to ensure that
information required to be disclosed by the Company in the
reports it files or submits under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported in the
periods specified in the Securities and Exchange
Commissions rules and forms.
(b) Changes in Internal Control
There were no changes in internal control over financial
reporting that occurred during the quarter ended June 30,
2006 that have materially affected, or are reasonably likely to
materially affect, the Companys internal control over
financial reporting.
43
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
The Company is involved in various legal and regulatory
proceedings that have arisen in the ordinary course of its
business and have not been fully adjudicated. These actions,
when ultimately concluded will not, in the opinion of
management, have a material adverse effect upon the
Companys consolidated financial position, results of
operations or liquidity.
Item 1A. Risk Factors
There have been no material
changes from the risk factors previously disclosed in Part I, Item 1A, Risk Factors, of the
Companys Annual Report on Form 10-K for the year ended
March 31, 2006.
Item 2. Unregistered Sales of Equity Securities and
Use of Proceeds
(a) Not applicable
(b) Not applicable
(c) Purchase of Equity Securities by the Issuer and
Affiliated Purchasers
As a result of certain acquisitions under consideration, the
Company suspended its three-year share repurchase plan initiated
in November 2005. Accordingly, no shares of the Companys
common stock were repurchased during the three months ended
June 30, 2006.
Item 6. Exhibit Listing
The following exhibits are being filed or furnished as part of
this Quarterly Report on
Form 10-Q:
|
|
|
|
|
Exhibit No. |
|
Description |
|
|
|
|
31 |
.1 |
|
Certification of Peter McCausland as Chairman and Chief
Executive Officer of Airgas, Inc. pursuant to Section 302
of the Sarbanes-Oxley Act of 2002. |
|
|
31 |
.2 |
|
Certification of Roger F. Millay as Senior Vice President and
Chief Financial Officer of Airgas, Inc. pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002. |
|
|
32 |
.1 |
|
Certification of Peter McCausland as Chairman and Chief
Executive Officer of Airgas, Inc. pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002. |
|
|
32 |
.2 |
|
Certification of Roger F. Millay as Senior Vice President and
Chief Financial Officer of Airgas, Inc. pursuant to
18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002. |
44
Signatures
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant and Co-Registrants have duly caused this
report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
|
|
|
|
|
|
|
|
AIRGAS, INC. |
|
|
|
AIRGAS EAST, INC. |
|
|
|
|
|
|
|
(Registrant) |
|
|
|
AIRGAS GREAT LAKES, INC. |
|
|
|
|
|
|
AIRGAS MID AMERICA, INC. |
|
|
|
|
|
|
AIRGAS NORTH CENTRAL, INC. |
BY: |
|
/s/ Robert M. McLaughlin |
|
|
|
AIRGAS SOUTH, INC. |
|
|
|
|
|
|
|
|
|
|
|
Robert M. McLaughlin |
|
|
|
AIRGAS GULF STATES, INC. |
|
|
Vice President & Controller |
|
|
|
AIRGAS MID SOUTH, INC. |
|
|
|
|
|
|
AIRGAS INTERMOUNTAIN, INC. |
|
|
|
|
|
|
AIRGAS NORPAC, INC. |
|
|
|
|
|
|
AIRGAS NORTHERN CALIFORNIA |
|
|
|
|
|
|
& NEVADA, INC. |
|
|
|
|
|
|
AIRGAS SOUTHWEST, INC. |
|
|
|
|
|
|
AIRGAS WEST, INC. |
|
|
|
|
|
|
AIRGAS SAFETY, INC. |
|
|
|
|
|
|
AIRGAS CARBONIC, INC. |
|
|
|
|
|
|
AIRGAS SPECIALTY GASES, INC. |
|
|
|
|
|
|
NITROUS OXIDE CORP. |
|
|
|
|
|
|
RED-D-ARC, INC. |
|
|
|
|
|
|
AIRGAS DATA, LLC |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Co-Registrants) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BY:
|
|
/s/ Robert M. McLaughlin |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert M. McLaughlin |
|
|
|
|
|
|
|
|
Vice President |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ATNL, INC. |
|
|
|
|
|
|
|
|
|
|
|
|
|
(Co-Registrant) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BY:
|
|
/s/ Melanie Andrews |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Melanie Andrews |
|
|
|
|
|
|
|
|
President |
DATED:
August 9, 2006
45