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1 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
Form 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 1995
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission File No. 1-9344
AIRGAS, INC.
(Exact name of registrant as specified in its charter)
Delaware 56-0732648
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5 Radnor Corporate Center, Suite 550
100 Matsonford Road, Radnor, Pennsylvania 19087-4579
(Address of principal executive offices) (Zip Code)
(610) 687-5253
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12 (b) of the Act:
Name of Each Exchange
Title of Each Class on Which Registered
______________________________________ _____________________
Common Stock, par value $.01 per share New York Stock Exchange
Securities registered pursuant to Section 12 (g) of the Act: None
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 X NO
_________ ________
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the 26,086,772 shares of voting stock held
by non-affiliates of the registrant on May 22, 1995 was $694.6 million. For
purposes of this calculation, only executive officers and directors were
deemed to be affiliates.
The number of shares of Common Stock outstanding as of May 22, 1995 was
30,784,645.
DOCUMENTS INCORPORATED BY REFERENCE
The Company's Proxy Statement for the Annual Meeting of Stockholders to
be held August 7, 1995 is partially incorporated by reference into Part III.
Those portions of the Proxy Statement included in response to Item 402(k) and
Item 402(l) of Regulation S-K are not incorporated by reference into Part III.
2
AIRGAS, INC.
TABLE OF CONTENTS
PART I
ITEM PAGE NO.
_____ ________
1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
3. Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . .10
4. Submission of Matters to a Vote of Security Holders. . . . . . . . . . .10
PART II
5. Market for the Company's Common Stock and Related Stockholder Matters . 11
6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . 12
7. Management's Discussion and Analysis of Financial Condition and Results
of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . 19
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . 19
PART III
10. Directors and Executive Officers of the Company . . . . . . . . . . . . 20
11. Executive Compensation. . . . . . . . . . . . . . . . . . . . . . . . . 20
12. Security Ownership of Certain Beneficial Owners and Management. . . . . 20
13. Certain Relationships and Related Transactions. . . . . . . . . . . . . 20
PART IV
14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K . . . . 21
3
PART I
ITEM 1. BUSINESS.
General
Airgas, Inc. ("Airgas" or the "Company") classifies its operations in two
business segments: distribution and manufacturing. Distribution revenues
currently represent 95% of total revenues and 92% of the Company's operating
income. Financial information by business segment can be found in note 20 to
the Company's consolidated financial statements.
The distribution business is conducted through approximately 400
locations in 37 states and Canada. Principal products distributed include:
industrial, medical and specialty gases and a wide selection of name-brand
welding equipment, accessories and industrial protective equipment
("hardgoods"), including electrode holders, welding wire, cable lugs and
connectors, hard hats, welding helmets, hearing protectors, goggles, face
shields, safety glasses, welding machines and electrodes. In connection with
the distribution of gases, the Company rents industrial gas cylinders and bulk
storage tanks to its customers. Additionally, acetylene gas is manufactured
and sold as part of the Company's distribution business. Since its formation,
the Company's strategy has been to expand through a program of acquiring
independent distributors. The Company believes that its industrial gas
distribution network is the largest and fastest growing industrial gas
distribution system in the United States.
Manufacturing operations include the production of carbon products, calcium
carbide and nitrous oxide.
THE DISTRIBUTION BUSINESS
Industry Background and Company Strategy
The industrial gas distribution market is broad and includes most major
industries. The Company sells nitrogen, oxygen, argon, helium, acetylene,
carbon dioxide, nitrous oxide, hydrogen and welding gases plus a variety of
medical and specialty gases to a diverse customer base. Gases are distributed
and stored in industrial gas cylinders and bulk storage tanks. Hardgoods sold
through its distribution network include: protective equipment such as hard
hats, welding helmets, goggles, face shields and protective glasses, welding
machines and welding consumables and accessories, such as electrodes,
electrode holders and cable connectors.
The United States market for industrial gases is approximately $6
billion. Sales to major users of industrial gases that have the capacity to
accept large bulk shipments or pipeline deliveries are generally serviced
directly by industrial gas producers and account for approximately $3 billion
of sales. Historically, industrial gas producers have focused on this segment
of the market which is very capital intensive. The remaining $3 billion of
industrial gas sales are made to small bulk users and cylinder gas customers.
These small bulk users and cylinder gas customers are also believed to
purchase $3 billion annually of hardgoods. Small bulk users and cylinder gas
customers are served by a fragmented distribution system of approximately
1,000 distributors, the majority of which are independently owned. The Company
concentrates on the small bulk, cylinder gas, welding and protective equipment
segment of the market. This segment is less capital intensive because of the
long useful lives of the fixed assets acquired, principally cylinders.
4
Acquisition Program
Since May 1986, the Company has acquired over 165 industrial gas
distributors. These distributors are organized into four operating divisions
with approximately 400 locations in 37 states and Canada. The four operating
divisions provide the Company with a national industrial gas distribution
network that is unique to the industry.
The Company's principal business strategy is to continue to expand its
distribution network through a program of acquiring independent distributors.
The industrial gas distribution industry continues to undergo a consolidation
process which the Company believes will continue to present it with
opportunities to acquire industrial gas distributors.
The Company believes that its principal competitive advantages in
acquiring distributors are its operating expense discipline, its
well-organized acquisition program, flexibility in structuring acquisitions to
meet sellers' needs and ability to offer sellers a continuing role in
management. In seeking to acquire distributors, the Company competes with
industrial gas producers and other large independent distributors.
Management identifies acquisition candidates with the assistance of the
Company's Advisory Board which consists of individuals with extensive
experience in the industrial gas industry and through contacts made by the
Company's nationwide network of subsidiary managers.
Management believes the Company's return on capital can be maximized by
financing distributor acquisitions primarily with internally generated funds
and debt. The Company has been able to obtain debt financing due, in part, to
its ability to generate cash flow from operating activities and the long
useful lives and relatively stable market values of the acquired assets,
principally cylinders.
Foreign Investments
During fiscal 1995, the Company entered into agreements to acquire
interests in certain foreign distribution operations in Poland, India and
Indonesia. At March 31, 1995, the total investment in foreign operations was
less than 1% of total assets. The Company will continue to evaluate foreign
distribution opportunities, however, its principal focus remains on North
American expansion.
Operating Policies
The Company believes that industrial gas distributors are best managed at
the local level by entrepreneurial, incentive-driven executives with
backgrounds in the industrial gas industry. The president of each distribution
subsidiary is typically a former owner or key employee of the acquired
business or an experienced industrial gas executive recruited by management.
The continuity afforded by retaining the key employees of an acquired business
combined with local management is essential because the industrial gas
distribution business is local in nature and is dependent upon satisfied
repeat customers.
5
While managers are given a high degree of autonomy and operating control,
the Company has developed standardized management reporting and operations
review systems to monitor profitability and internal growth. Operations
personnel and the Company's internal audit department perform in-depth reviews
of subsidiary operations and prepare reports containing, among other things,
recommendations regarding operating efficiencies, financial controls,
personnel and safety. These personnel monitor the implementation of their
recommendations through follow-up systems and visits.
Customer Base
The majority of the Company's gases are stored in bulk tanks at the
Company's "cylinder fill" facilities and are compressed into cylinders for
distribution to customers or, in the case of bulk customers, in tank trucks
for storage in bulk tanks at the customer's business location. The Company
emphasizes sales to cylinder and small bulk gas customers.
The distribution of industrial gases historically has been to customers
engaged in the business of welding and metal fabrication. In order to better
serve these customers, industrial gas distributors have traditionally sold
hardgood items through their distribution branch locations. As certain sectors
of the economy have grown, such as the electronics and chemicals industries,
and as new applications for gases have developed, the customer base of the gas
distribution business has broadened significantly to include businesses in
almost every major industry, from medical and high technology to consumer and
basic industries. For example, the food and beverage industry uses carbon
dioxide and nitrogen; the electronics industry uses oxygen, nitrogen, argon
and hydrogen; the healthcare industry uses oxygen, nitrogen and nitrous oxide;
and the chemical and fiber industries use nitrogen.
Specialty gases, including ultra high purity gases, are used in many
industries. The Company currently operates 22 specialty gas mini-labs in 18
states, capable of filling high purity gases, blending multi-component gas
mixtures and providing quality control services. The Company anticipates
continuing growth in this product area. The principal drivers for market
growth include: (1) environmental regulations, such as the Clean Air Act,
water testing and pollution remediation and testing and monitoring (2) quality
control services where in-line chromatography and spectrography are used to
analyze samples and (3) growth of environmental, research and clinical
laboratories.
The Company also concentrates its efforts in the small bulk gas market.
The primary gases that the Company sells in bulk are liquid oxygen, nitrogen,
argon, carbon dioxide, and sales of hydrogen, helium and nitrogen in high-
pressure tube trailers. The Company charges customers rent for the use of
bulk tanks and tube trailers which are placed on the customer's property. As
large industrial gas producers continue to shift their focus from small bulk
customers to large bulk shipments, the Company believes there are growth
opportunities in marketing to these small bulk customers, which it can serve
more effectively than industrial gas producers.
Management believes that the gas portion of the distribution business is
partially resistant to downturns in the business cycle due to the following
factors: 1) gases frequently represent a fixed cost of operations that do not
necessarily decline with production levels; 2) gases are required for
maintenance and renovation activities which tend to increase during an
economic downturn; 3) industries less subject to the effects of an economic
downturn are major purchasers of gases; and 4) gas purchases represent a small
6
portion of a typical user's overall cost of operation and, therefore, do not
represent a large cost-cutting item. Management believes the Company's broad
customer base and the geographic diversity of its gas distribution business
also help to reduce the adverse effects of an economic downturn on the
Company.
Products
Gases distributed by the Company include oxygen, nitrogen, hydrogen,
argon, helium, acetylene, carbon dioxide, nitrous oxide and specialty gases.
In addition to gases, the Company distributes a wide selection of name-brand
hardgoods, including electrode holders, welding wire, cable lugs and
connectors, hard hats, welding helmets, hearing protectors, goggles, face
shields, safety glasses, welding machines and electrodes. Of the Company's
fiscal 1995 sales from distribution, approximately 52 percent represent sales
of gases and rentals of cylinders and bulk tanks, and 48 percent
represent hardgood sales. Airgas has concentrated on growing its gas and
cylinder rental revenues through the implementation of gas oriented marketing
programs and by focusing on small bulk customers.
Suppliers
The Company purchases industrial, medical and specialty gases pursuant to
requirements contracts from all four of the major producers of industrial
gases in the United States and three regional producers. The Company believes
that if a contractual arrangement with any supplier of gases were terminated,
it would be able to locate alternative sources of supply without significant
cost increases and with no disruption of service.
The Company purchases hardgoods from name-brand manufacturers and
suppliers. For certain products, the Company has negotiated favorable pricing
based on national purchasing arrangements and is reducing its investment in
hardgood inventories by consolidating vendors.
MANUFACTURING AND RELATED BUSINESSES
Nitrous Oxide
The Company's subsidiary, Nitrous Oxide Corp. ("Nitrous Oxide"), produces
nitrous oxide which is used in various medical and commercial applications.
Nitrous oxide is used as an anesthetic in the medical and dental fields, as a
propellant in the packaged food business and is utilized in the manufacturing
process of certain high technology electronic industries. Nitrous Oxide
operates manufacturing facilities located in Yazoo City, Mississippi and
Donora, Pennsylvania.
Carbon Products
Through its Midwest Carbide subsidiary located in Keokuk, Iowa, the
Company manufacturers carbon electrode paste, carbon ramming mix ("Ramblox")
and electrically calcined anthracite ("ECA"). Midwest Carbide is the nation's
primary manufacturer of carbon electrode paste which is used as a consumable
electrode in the production of special alloy steel, nickel and other metals.
Ramblox is a carbon mixture used in the lining of non-ferrous metals furnaces.
ECA is used as an ingredient in carbon mixes used in the aluminum industry as
an additive in the production of certain metals. Sales of electrode paste,
Ramblox and ECA are conducted through a marketing organization which owns more
7
than five percent of the Company's outstanding common stock (see Item 13.
Certain Relationships and Related Transactions).
Calcium Carbide
The Company is a partner with Elkem Metals Company ("Elkem") in a joint
venture (Elkem-American Carbide Company) which primarily sells calcium carbide
which is used in the production of acetylene gas. The Company and Elkem have
equal control over activities of the joint venture. The Company accounts for
its investment in the joint venture using the equity method of accounting.
Earnings and losses are allocated 55% to the Company and 45% to Elkem.
The Company and Elkem receive certain fees, based on net sales, for
acting as agents for the joint venture. Additionally, as general manager of
the joint venture, Elkem receives a management fee based on net sales. The
Company also operates a manufacturing facility in Pryor, Oklahoma.
COMPETITION
Each of the major business areas in which the Company participates is
highly competitive. Some competitors are larger than the Company and have
greater resources.
The Company's industrial gas distribution operations compete with
independent distributors and vertically integrated gas producers such as Air
Products and Chemicals, Praxair, Liquid Air Corporation of America, BOC Gases
Group and others; all of which have distribution operations. Competition in
the industrial gas distribution market is based primarily on customer service
and price. The Company also purchases industrial gases pursuant to
requirement contracts from all four of the above major producers of industrial
gases.
Management believes that competition for the Company's manufactured
products is based primarily on product quality, price and quality of customer
service.
REGULATORY AND ENVIRONMENTAL MATTERS
The businesses of the Company's subsidiaries are subject to federal and
state laws and regulations adopted for the protection of the environment and
the health and safety of employees and users of the Company's products. The
Company has programs for the operation and design of its facilities which meet
or exceed applicable environmental rules and regulations. The Company
believes that it is in compliance in all material respects with applicable
environmental laws and regulations. The Company is in varying stages of
investigation or remediation of potential, alleged or acknowledged
contamination of current or former facilities. Expenditures for environmental
purposes during 1995 were not material.
8
INSURANCE
The Company maintains liability and property insurance which is usual and
customary for companies operating in its business segments. As of March 31,
1995, the Company had a liability insurance limit of $51 million. The
liability insurance is subject to per occurrence deductible amounts of $1
million for product liability, general liability and workers' compensation
claims, and $500 thousand for motor vehicle liability.
The nature of the Company's business may subject it to product and
general liability lawsuits. To the extent that the Company is subject to
claims which exceed its liability insurance coverages, such suits could have a
material adverse effect on the Company's financial position, results of
operations or liquidity. No such material lawsuits are pending against the
Company or any of its subsidiaries (see Item 3. Legal Proceedings).
EMPLOYEES
On March 31, 1995, the Company employed approximately 4,100 persons of
whom approximately 5% were covered by collective bargaining agreements. The
Company believes it has good relations with its employees and has not
experienced a strike or work stoppage in the past eight years.
PATENTS, TRADEMARKS AND LICENSES
The Company holds trademark registrations for "Airgas," "ECA", "Ramblox",
"Dyna-Switch", "Va-Weld", and a method for purification of acetonitrile. The
Company believes that its businesses as a whole are not materially dependent
upon any single patent, trademark or license.
EXECUTIVE OFFICERS AND CERTAIN SIGNIFICANT EMPLOYEES OF THE COMPANY
The executive officers of the Company are listed below:
Name Age Position
____ ___ ________
Peter McCausland (1)(2) 45 Chairman of the Board, President and Chief
Executive Officer
E. Pat Baker (2) 55 Division President - Eastern Division
Alfred B. Crichton (2) 47 Division President - Western Division
Kenneth A. Keeley (2) 54 Division President - Central Division
Hermann Knieling (2) 57 Division President - Southern Division
William A. Rice, Jr. (2) 48 Division President -Industrial Distribution
and Purchasing
Britton H. Murdoch (2) 37 Vice President - Finance and Chief
Financial Officer
Gordon L. Keen, Jr. (2) 50 Vice President - Corporate Development
William E. Sanford (2) 35 Vice President - Sales and Marketing
Scott M. Melman (2) 38 Vice President - Chief Administrative Officer
Ronald W. Beebe (2) 46 Vice President - Chief Information Officer
Rudi G. Endres (2) 51 Vice President - International
_____________
(1) Member of the Board of Directors
(2) Executive Officer
9
Mr. McCausland has been a Director of the Company since June 1986, the
Chairman of the Board and Chief Executive Officer of the Company since May
1987, President since April 1, 1993 and from June 1986 to August 1988 and
Chairman and Chief Executive Officer of US Airgas since its organization in
February 1982. From January 1982 until June 1990, Mr. McCausland was a partner
in the law firm of McCausland, Keen & Buckman, Radnor, Pennsylvania, which
provides legal services to the Company.
Mr. Baker has been the Company's Division President - Eastern Division
since April 1, 1995. Mr. Baker served as a Regional Vice President from May
1991 to February 1993 and President of Lone Star Airgas since the acquisition
of Lone Star Airgas (formerly West Texas Welders Supply) in October 1988 to
March 1995. Prior to joining Airgas, Mr. Baker was President and owner of
West Texas Welders Supply from August 1981 to October 1988.
Mr. Crichton has been the Company's Division President - Western Division
since February 3, 1993. Mr. Crichton served as a Regional Vice President from
May 1991 to February 1993 and as President of Sierra Airgas since the
acquisition of Sierra Airgas (formerly Moore Bros.) in January 1987. Mr.
Crichton was employed by Union Carbide Industrial Gases (UCIG) from 1969
through 1986, and prior to joining Moore Bros., was President of a subsidiary
of UCIG.
Mr. Keeley has been the Company's Division President - Central Division
since February 3, 1993. Mr. Keeley served as a Regional Vice President from
April 1989 to February 1993 and as President of Michigan Airgas from March
1984 to March 1989. Prior to 1984, Mr. Keeley owned and operated an industrial
gas distributor which was sold to the Company.
Mr. Knieling has been the Company's Division President - Southern
Division since April 1, 1995. Mr. Knieling served as Division President -
Eastern Division from February 3, 1993 to March 1995. Mr. Knieling served as
a Regional Vice President from June 1990 to February 1993 and as President of
Gulf States Airgas from June 1989 to February 1993. Mr. Knieling owned and
operated an industrial gas distributor which was sold to the Company in 1989.
Also, Mr. Knieling served in various capacities for Hoechst AG during a period
of 18 years, and, prior to his leaving Hoechst in 1982 was President and Chief
Executive Officer of its subsidiary, MG Burdett Gas Products Company.
Mr. Rice has been the Company's Division President - Industrial
Distribution and Purchasing since April 1, 1995 and served as Vice President -
Purchasing from August 1, 1993 to March 1995. Until August 1993, he was
President of Virginia Welding Supply, an industrial gas distributor which was
acquired by the Company in July 1992. Prior to joining Airgas, Mr. Rice was
President and a majority owner of Virginia Welding Supply. Mr. Rice has over
20 years of industry experience and serves on the boards of various companies.
Mr. Murdoch has been the Vice President - Finance and Chief Financial
Officer of the Company since June 1, 1990 and served as Vice President -
Corporate Development from September 1987 until May 1990. Mr. Murdoch served
as a Vice President of Philadelphia National Bank from 1983 to September 1987.
Mr. Keen has been the Vice President - Corporate Development since
January 1, 1992. From January 1982 until December 1991, Mr. Keen was a partner
in the law firm of McCausland, Keen & Buckman, Radnor, Pennsylvania, which
provides legal services to the Company.
10
Mr. Sanford has been Vice President - Sales and Marketing since February
3, 1993 and served as President of Cascade Airgas from March 1989 to February
1993. From May 1984 to February 1989 Mr. Sanford served as Vice President --
Sales and Marketing for American Carbide and Carbon Corp., another subsidiary
of the Company.
Mr. Melman has been Vice President - Chief Administrative Officer since
April 1, 1995. Mr. Melman served as Vice President - Corporate Controller
from August 1994 to March 1995 and Corporate Controller from August 1986 to
July 1994. Prior to joining Airgas, Mr. Melman was the Controller for
Integrated Circuit Systems, Inc. from November 1983 to July 1986, and prior to
joining Integrated Circuit Systems, Inc., was a Tax Manager for KPMG Peat
Marwick LLP.
Mr. Beebe has been Vice President - Chief Information Officer since April
1, 1995 and Vice President - Administration from May 1991 to March 1995 and
served as Group Controller from August 1988 to April 1991. Mr. Beebe was
controller of Michigan Airgas from April 1985 to July 1988. Prior to that, Mr.
Beebe served in key management positions for several emerging businesses.
Mr. Endres has been the Vice President - International since January
1993. Mr. Endres served as Vice President - Marketing from July 1991 until
December 1992. From February 1987, Mr. Endres served as General Manager and
Vice President for the western region of Airgas. Prior to joining Airgas, Mr.
Endres served for 18 years in various positions nationally and internationally
for Messer Griesheim, a major producer of industrial gases headquartered in
Germany. His last position was Vice President for Specialty Gases and
Chemicals at MG Industries in Valley Forge, PA.
ITEM 2. PROPERTIES.
The Company has offices, manufacturing and distribution facilities in 37
states and Canada. The principal executive offices of Airgas are located in
leased space in Radnor, Pennsylvania.
The Company's manufacturing segment produces carbon products at its
Keokuk, Iowa, facility; calcium carbide at its Pryor, Oklahoma, facility; and
nitrous oxide at its Donora, Pennsylvania and Yazoo City, Mississippi
facilities. Manufacturing facility utilization during 1995, based on market
demand, has ranged from 65 to 100 percent.
The Keokuk and Pryor facilities are owned by the Company. The Donora
plant is located on property leased through the year 1996. The Yazoo City
property is owned by the Company, however, it will revert to the local
municipality if the plant terminates operations. The Keokuk, Pryor and Donora
facilities are pledged as collateral under Industrial Development Board
revenue bonds (see note 8 to the Company's consolidated financial statements).
The Company's distribution segment conducts business from its 400
industrial gas and welding supply locations in 37 states and Canada. These
locations are either owned or are leased from third parties or from employees
of the Company who were previous owners of businesses acquired on terms
consistent with commercial rental rates prevailing in the surrounding rental
market. Nineteen distribution locations in 12 states include acetylene
manufacturing plants. The Company's acetylene plants operated at
approximately 60 percent of capacity during 1995.
11
The Company believes that its facilities are adequate for its present
needs and that its properties are generally in good condition, well maintained
and suitable for their intended use.
ITEM 3. LEGAL PROCEEDINGS.
The Company and its subsidiaries are parties to pending legal proceedings
arising out of their business operations. The proceedings involve claims for
personal injuries, breach of contract, product warranty and product design,
and claims involving employee relations and certain administrative
proceedings. Management does not believe that the eventual outcome of any
litigation to which the Company or its subsidiaries are parties would have a
material adverse effect on the consolidated financial position, results of
operations or liquidity.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
12
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS.
The Company's Common Stock is listed on the New York Stock Exchange
(ticker symbol: ARG). The following table sets forth, for each quarter during
the last two fiscal years, the high and low sales prices as reported by the
New York Stock Exchange.
High Low
---- ---
1995 Fiscal
First Quarter $27.63 $20.63
Second Quarter 28.50 23.50
Third Quarter 29.88 20.50
Fourth Quarter 26.50 19.63
1994 Fiscal
First Quarter (1) $16.31 $11.19
Second Quarter (1) 19.75 15.63
Third Quarter (1) 23.00 17.75
Fourth Quarter 26.00 19.75
________________
(1) Adjusted to reflect a two-for-one stock split effective on November 9,
1993 (See note 9 to the Company's consolidated financial statements).
On April 30, 1995, there were approximately 11,000 holders of record of
the Company's Common Stock.
The present policy of the Company is to retain earnings to provide funds
for the operation and expansion of its business. Accordingly, the Company has
not paid cash dividends on its Common Stock. Any payment of future dividends
and the amounts thereof will depend upon the Company's earnings, financial
condition, loan covenants, capital requirements and other factors deemed
relevant by the Board of Directors (see note 8 to the Company's consolidated
financial statements).
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data for the Company is presented in the table below
and should be read in conjunction with Management's Discussion and Analysis of
Financial Condition and Results of Operations included in Item 7 and the
Company's consolidated financial statements included in Item 8 herein.
13
(amounts in thousands except per share data):
Years Ended March 31, (6)
___________________________________________
(3)
1995 1994 1993 1992 1991
____ ____ ____ ____ ____
Operating Results:
Net sales $687,983 $519,349 $410,771 $351,491 $322,478
Depreciation & amortization(2) 36,868 30,571 28,045 23,670 21,410
Operating income 72,600 48,667 34,367 26,316 17,286
Interest expense, net 17,625 12,486 11,403 12,838 15,179
Income taxes(1) 23,894 16,027 10,811 7,718 3,400
Net earnings 31,479 20,290 12,469 7,292 1,166
Earnings Per Share(4):
Primary:
Net earnings $ .96 $ .63 $ .40 $ .27 $ .05
Fully Diluted:
Net earnings $ .96 $ .63 $ .39 $ .26 $ .05
Balance Sheet Data:
Working capital $ 54,084 $ 47,071 $ 40,253 $ 39,425 $ 48,774
Total assets 645,637 514,897 399,477 338,218 307,576
Current portion of long-term
debt 11,780 10,304 9,923 10,026 7,383
Long-term debt 259,970 205,311 158,629 151,098 149,826
Stockholders' equity(5) 189,652 156,867 127,571 104,931 91,779
_______________
(1) The Company has retroactively adopted Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes" as of April 1, 1992. See
additional information in note 13 to the consolidated financial
statements.
(2) Effective April 1, 1993, the Company changed its estimate of the useful
lives of its acetylene and high pressure cylinders from 20 to 30 years.
This change was made to better reflect the estimated periods during which
these assets will remain in service. The change had the effect of
reducing depreciation expense in 1994 by approximately $3.1 million and
increasing net earnings by $1.9 million or $.06 per share.
(3) During 1991, the Company recorded a $4.2 million pre-tax restructuring
charge related to the disposal of certain businesses and severance costs
associated with downsizing of the Company. Including the restructuring
charge, operating losses of these businesses totalled $5.3 million during
1991. During 1992 and 1993, the restructured businesses were sold.
(4) See notes 3 and 9 to the Company's consolidated financial statements for
information regarding earnings per share calculations and stock split
information.
(5) The Company has not paid any dividends.
(6) During the fiscal years 1991 through 1995, the Company acquired 99
industrial gas distributors.
14
AIRGAS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Item 7.
FINANCIAL REVIEW
OVERVIEW
The Company's financial results for the year ended March 31, 1995 reflect
substantial growth compared with 1994. Net sales of $688 million, net
earnings of $31.5 million and earnings per share of $.96 represent increases
over 1994 of 32%, 55% and 52%, respectively.
During 1995, the Company benefited from an improved economy, the
acquisition and consolidation of industrial gas distributors and from
continuing improvement efforts. Same-store sales, a comparison of current
period sales to the prior period's sales, adjusted for acquisitions, increased
5% over 1994. The Company's industrial gas distribution acquisition program
continued during 1995 with the acquisition of 25 distributors with annual
sales of approximately $108 million. This follows 18 acquisitions in 1994
with annual sales of approximately $137 million. Consolidation of acquisitions
is enabling economies of scale both nationally and at the local level, which
is resulting in better purchasing power and more cost effective programs for
safety, compliance, training and quality.
The Company expects to achieve improvements in operating results through
the future acquisition of industrial gas distributors, improvement in
operating margins by operating more efficiently and from expanding markets for
its existing products.
The industrial gas distribution industry continues to undergo a
consolidation process which the Company believes will present it with
opportunities to acquire distributors. In seeking to acquire distributors, the
Company anticipates increased competition with industrial gas producers and
with certain other large independent distributors. The Company believes it
will continue to be successful in acquiring distributors since it is the
largest distributor and has the greatest geographic scope combined with the
ability to offer sellers and their employees a continuing management role in a
decentralized entrepreneurial environment.
The Company continues to concentrate on growing its gas and cylinder
rental revenues through the implementation of gas oriented marketing programs,
such as specialty gases, and by focusing on the small bulk business. Sales
related to gas and rent represent 52% or $340.3 million of total distribution
net sales in 1995. The Company has established 22 specialty gas mini-labs
which benefit customers by providing them with approximately 80% of specialty
gas products in their local market. In connection with hardgoods, the Company
is focused on strategically reducing its investment in inventories by
consolidating vendors and negotiating favorable pricing based on national
purchasing arrangements. Hardgoods sales in 1995 account for 48% or $314.1
million of total distribution net sales.
Airgas remains focused on cash flow growth. Historically, operations have
generated sufficient cash flow to finance the Company's operating requirements
while borrowings have been incurred largely to finance acquisitions. Over the
past three years, cash flow from operations has totalled $201.3
15 AIRGAS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
million. This strong cash flow has substantially funded the Company's
investment, excluding debt assumed, in acquisitions and capital expenditures
which, for the past three years totalled $222.8 million and $72.7 million,
respectively.
At March 31, 1995, The Company had $148.0 million in unsecured lines of
credit available at favorable rates. The Company's debt-to-equity ratio of
1.43 at March 31, 1995 was up slightly from the prior year of 1.37 primarily
as a result of the repurchases of Company stock.
RESULTS OF OPERATIONS: 1995 COMPARED TO 1994
Net sales increased 32% in 1995 compared to 1994:
(in thousands)
1995 1994 Increase
____ ____ __________
Distribution $654,381 $486,836 $167,545
Manufacturing 33,602 32,513 1,089
_______ _______ _______
$687,983 $519,349 $168,634
======= ======= =======
In 1995, distribution sales increased approximately $136 million
resulting from the acquisition of 40 industrial gas distributors since April
1, 1993 and approximately $32 million from same-store sales. Based on
unaudited historical pro forma data, the Company estimates that had all 1995
acquisitions been consummated on April 1, 1994, distribution sales for 1995
would have been approximately $49 million higher. The increase in same-store
sales of approximately 5% is primarily the result of increased volume of
hardgoods sales and increases in gas and rental businesses. The Company
estimates same-store sales based on a comparison of current period sales to
the prior period's sales, adjusted for acquisitions. Hardgoods and gas
volumes have primarily increased as a result of the general improvement in the
economy and certain gas marketing programs. Same-store sales have also
increased slightly as a result of price increases initiated during the current
and prior year. Future same-store sales growth is dependent on continued
growth in the economy and the Company's ability to expand markets for existing
products and to increase prices. The Company believes that sales of hardgoods
are adversely impacted during a recession, and conversely, are typically the
fastest to rebound during an economic recovery.
Sales for the Company's manufacturing operations increased slightly
compared to 1994 primarily as a result of an increase in the volume of lower
margin products.
Compared to 1994, distribution gross profit increases associated with
acquisitions totalled an estimated $69 million. Gross profits associated with
distribution same-store sales growth are estimated to total $16 million. The
same-store gross profit growth is attributable to increased hardgoods volumes
combined with improved gross margins resulting from the Company's national
16
AIRGAS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
purchasing arrangements, success of gas marketing programs and improved gas
and rental gross margins due to price increases to customers. On a same-store
basis, considering the impact of the change in the Company's sales mix
slightly towards lower margin hardgoods sales, distribution gross margins
increased an estimated .6% compared to 1994.
Selling, distribution and administrative expenses as a percentage of
sales decreased to 34.3% compared to 34.8% in 1994. The decrease is a result
of acquisition consolidation efforts during the past year and from controlling
certain operating costs, such as business insurance through improved claims
management and reduced incident rates. Through improved billing and
collection efforts, the Company has also reduced its bad debt expense and
lowered its accounts receivable days sales outstanding to 44 days compared to
49 days at March 31, 1994. Also, certain operating costs, such as occupancy
costs, are relatively fixed even though the Company's same-store sales have
increased over 1994. Partially offsetting these improvements were normal
salary increases.
Operating income increased 49% in 1995 compared to 1994:
(in thousands)
1995 1994 Increase
(Decrease)
____ ____ __________
Distribution $66,521 $42,399 $24,122
Manufacturing 6,079 6,268 (189)
______ ______ ______
$72,600 $48,667 $23,933
====== ====== ======
Distribution operating income as a percentage of net distribution sales
increased to 10.2% compared to 8.7% in 1994. The improvement in distribution
operating income in 1995 was a result of the increase in gross profits from
higher same-store sales, operating income provided by acquisitions and
improved gross profit margins.
Manufacturing operating income decreased $189,000 compared to the prior
year due to a product shift towards lower margin export sales of carbon
products, slightly lower profits from the sale of calcium carbide combined
with higher raw material costs, principally ammonium nitrate, for the
Company's nitrous oxide plants.
Interest expense, net, increased $5.1 million compared to 1994 primarily
as a result of the increase in average outstanding debt associated with the
acquisition of industrial gas distributors since April 1, 1993 combined with
slightly higher interest rates. As discussed in "Liquidity and Capital
Resources" below, the Company has hedged floating interest rates under certain
borrowings with interest rate swap agreements.
17
AIRGAS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Income tax expense represented 43.2% of pre-tax earnings in 1995 compared
to 44.1% in 1994. The decrease in the effective income tax rate is primarily
due to an increase in pre-tax earnings relative to permanent differences.
Net earnings increased 55% to $31.5 million or $.96 per share in 1995
from $20.3 million or $.63 per share in 1994. After tax cash flow (net
earnings plus depreciation, amortization and deferred income taxes) increased
35% to $79.9 million from $59.1 million in 1994. After tax cash flow is an
important measurement of the Company's ability to repay debt through
operations and provides the Company with the ability to pursue investment
alternatives such as acquisitions and the repurchase of Company stock.
RESULTS OF OPERATIONS: 1994 COMPARED WITH 1993
Net Sales increased 26% in 1994 compared to 1993:
(in thousands)
1994 1993 Increase
____ ____ ________
Distribution $486,836 $379,899 $106,937
Manufacturing 32,513 30,872 1,641
_______ _______ ______
$519,349 $410,771 $108,578
======= ======= =======
In 1994, distribution sales increased approximately $93 million resulting
from the acquisition of 35 industrial gas distributors since April 1, 1992 and
approximately $14 million from same-store sales. Based on unaudited historical
pro forma data, the Company estimates that had all 1994 acquisitions been
consummated on April 1, 1993, distribution sales for 1994 would have been
approximately $75 million higher. The increase in same-store sales of
approximately 3% is primarily a result of increased volume in hardgoods sales
combined with a slight increase in gas sales. The Company estimates same-store
sales based on a comparison of current period sales to the prior period's
sales, adjusted for acquisitions. Hardgoods and gas volumes have primarily
increased as a result of the general improvement in the economy. The growth in
1994 reverses the negative same-store sales trend exhibited during the
previous three years.
Compared to 1993, distribution gross profit increases associated with
acquisitions total an estimated $49 million. Gross profits associated with
distribution same-store sales growth are estimated to total $8 million. The
same-store gross profit growth is attributable to increased hardgoods volumes,
the success in gas marketing programs and improved gas and rental gross
margins due to price increases to customers.
18
AIRGAS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
Sales for the Company's manufacturing operations increased approximately
5% as a result of an increase in the volume of nitrous oxide gases and export
sales of carbide and carbon products.
Operating income increased 42% in 1994 compared to 1993:
(in thousands)
1994 1993 Increase
____ ____ ________
Distribution $42,399 $28,443 $13,956
Manufacturing 6,268 5,924 344
______ ______ _____
$48,667 $34,367 $14,300
====== ====== ======
Distribution operating income as a percentage of net distribution sales
increased to 8.7% compared to 7.5% in 1993 as a result of the increase in
gross profits from higher same-store sales, a decrease in depreciation expense
related to a change in the depreciable life of cylinders and operating income
provided by acquisitions. Distribution operating income increased as a result
of the operating income from business acquisitions, an increase in same-store
sales, increased gross profit margins, a decrease in depreciation expense and
cost containment efforts with respect to operating costs. Depreciation expense
decreased as a result of a lengthening of the estimated service lives of
industrial gas cylinders from 20 to 30 years. The effect of the change in
cylinder lives was to decrease depreciation expense in 1994 by approximately
$3.1 million. The Company changed the estimated useful life of cylinders as a
result of thorough studies and analyses. The studies considered technological
advances in cylinders, empirical data obtained from cylinder manufactures and
other industry experts and experience gained from the Company's maintenance of
a cylinder population of approximately two million cylinders.
Interest expense, net, increased $1.1 million compared to 1993 primarily
as a result of the increase in average outstanding debt associated with the
acquisition of industrial gas distributors since April 1, 1992.
Income tax expense represented 44.1% of pre-tax earnings in 1994 compared
to 46.4% in 1993. The decrease in the effective income tax rate is primarily
due to an increase in pre-tax earnings relative to permanent differences
partially offset by the enactment of higher federal corporate income tax
rates.
Net earnings increased 63% to $20.3 million or $.63 per share in 1994
from $12.5 million or $.39 per share in 1993. As discussed above, the change
in the estimated service lives of industrial gas cylinders increased 1994
earnings by $1.9 million or $.06 per share. After tax cash flow (earnings from
continuing operations plus depreciation, amortization and deferred income
taxes) increased 29% to $59.1 million from $45.7 million in 1993. After-tax
cash flow, is an important measurement of the Company's ability to repay debt
through operations and provides the Company with the ability to pursue
investing alternatives such as acquisitions and the repurchase of Company
stock.
19 AIRGAS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
LIQUIDITY AND CAPITAL RESOURCES
_______________________________
The Company has financed its operations, capital expenditures and
acquisitions with borrowings, funds provided by operating activities and
through the issuance of common stock.
Cash flows from operating activities totaled $84.7 million in 1995.
Depreciation and amortization represent $36.9 million of cash flow from
operating activities. Deferred income taxes of $11.5 million principally
resulted from temporary differences and utilization of alternative minimum tax
credit carryforwards. Working capital components of cash flow decreased $2.4
million as a result of an increase in accounts receivable based on higher
sales, building inventory levels to meet increased hardgoods sales volumes
offset by an increase in trade accounts payable and accrued expenses and other
liabilities. Although accounts receivable and inventory levels have
increased, days-sales outstanding and days-supply of inventory levels have
improved since March 31, 1994.
Cash used by investing activities totaled $119.5 million in 1995 which
was primarily comprised of $36.7 million for capital expenditures and $86.3
million related to acquisitions.
The Company's use of cash for capital expenditures was partially
attributable to the continued assimilation of certain 1995 and 1994
acquisitions which required the Company to make capital expenditures in areas
such as combining cylinder fill plants, improving truck fleets, purchasing
cylinders in order to return cylinders rented from third parties and
completing computer conversions. Additionally, capital expenditure costs have
increased during 1995 as a result of the purchase of cylinders and bulk tanks,
necessary to facilitate gas sales growth. The Company estimates that its
maintenance capital expenditures are approximately 2% of net sales. The
Company considers the replacement of existing capital assets to be maintenance
capital expenditures. In 1996, subject to the effects of future acquisitions,
the Company expects the level of capital expenditures to approximate 1995
amounts.
During the third quarter of fiscal 1995, in contemplation of a
transaction with CBI Industries, Inc. ("CBI") the Company purchased 740,000
shares of CBI common stock. During the fourth quarter, the Company sold its
shares of CBI common stock for a gain of $560,000.
Financing activities provided cash of $34.8 million in 1995 with total
debt outstanding increasing by $56.1 million from March 31, 1994. Debt
incurred in connection with the acquisition of industrial gas distribution
businesses, including seller notes and assumed notes, totalled $107.5 million.
In January 1995, the Company's Board of Directors approved the repurchase
of up to one million shares of Airgas Common stock. Through May 22, 1995, the
Company has purchased 749,000 shares at an aggregate cost of $18.1 million.
The purchase of additional shares is dependent on prevailing market
conditions.
20 AIRGAS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
One of the Company's primary sources of borrowings is an unsecured
revolving credit facility with various commercial banks. At March 31, 1995,
the facility provided for borrowings up to $250 million, with sub-limits for
money market loans, bankers acceptances and the issuance of letters of credit.
On March 31, 1995, the Company had approximately $105 million in borrowings
under the facility and approximately $32 million committed under letters of
credit, resulting in availability under the facility of approximately $113
million. The facility provides for quarterly interest payments payable
currently with equal quarterly principal payments beginning in September 1996
and continuing through June 2001.
In November 1994, the Company entered into a new $100 million unsecured
revolving credit facility with various commercial banks to provide additional
availability for the Company's ongoing acquisition and investment programs.
The facility currently bears interest at the Libor rate plus an applicable
margin and matures on July 1, 1996. On March 31, 1995, the Company had
approximately $75 million in borrowings under the facility resulting in
availability under the facility of approximately $25 million. The Company
intends to terminate its $100 million facility in conjunction with an
anticipated increase in the Company's $250 million revolving credit facility
in August 1995, which will have terms and conditions similar to its existing
$250 million facility.
The Company also has unsecured line of credit agreements which provide
for borrowings aggregating $25 million. At March 31, 1995, $15 million was
outstanding under these agreements.
At March 31, 1995, the effective interest rate related to the $195
million of outstanding borrowings under the above credit lines was
approximately 6.6%.
The Company had $27.9 million outstanding at March 31, 1995 related to
senior subordinated notes which bear interest at a fixed rate of 11.375% and
require principal payments through August 1998.
The Company's loan agreements contain restrictive covenants which
include the maintenance of a minimum equity level, maintenance of certain
financial ratios and restrictions on additional borrowings and the level of
dividend payments.
In managing interest rate exposure, principally under the Company's
floating rate revolving credit facilities, the Company has entered into
thirteen interest rate swap agreements during the period from June 1992
through March 31, 1995. The swap agreements are with major financial
institutions and have a total notional principal amount of $138 million at
March 31, 1995. Approximately $119 million of the notional principal amount
of the swap agreements require fixed interest payments based on an average
effective rate of 7.3% for remaining periods ranging between 3 and 8 years.
Two swap agreements require floating rates ($19.5 million notional amount at
6.5% at March 31, 1995). The Company continually monitors its positions and
the credit ratings of its counterparties, and does not anticipate
nonperformance by the counterparties.
21 AIRGAS, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (Continued)
The Company will continue to look for appropriate acquisitions and
expects to fund such acquisitions, future capital expenditure requirements and
commitments related to foreign investments through cash flow from operations
and with debt and other available sources. Subsequent to March 31, 1995, the
Company has acquired, entered into agreements, or signed letters of intent to
acquire industrial gas distribution businesses with an aggregate purchase
price of approximately $42 million.
The Company does not currently pay dividends.
OTHER
Environmental
The Company believes that it is in compliance in all material respects
with applicable environmental laws and regulations. The Company is in varying
stages of investigation or remediation of potential, alleged or acknowledged
contamination of current or former facilities. In conducting due diligence
for prospective acquisitions, the Company completes Phase I environmental
studies. Expenditures for environmental purposes during 1995 were not
material.
Concentration of Credit Risk
Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of trade receivables.
Concentrations of credit risk are limited due to the Company's large number of
customers and their dispersion across many industries. Credit terms granted
to customers are generally net 30 days.
Effects of Inflation
In the past, the Company has been able to adjust its sales price of
products in response to market demand, cost of products, competitive factors
and other industry trends. Consequently, the impacts of inflation have not
had a materially adverse impact on the Company's financial position, results
of operations, or liquidity.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The consolidated financial statements and financial statement schedule of
the Company are set forth at pages F-1 to F-31 of the report.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.
The biographical information relating to the Company's directors
appearing in the Proxy Statement relating to the Company's 1995 Annual Meeting
of Stockholders is incorporated herein by reference. Biographical information
relating to the Company's executive officers is set forth in Item 1 of Part I
of this Report.
22
ITEM 11. EXECUTIVE COMPENSATION.
The information under "Board of Directors and Committees" and "Certain
Transactions" appearing in the Proxy Statement relating to the Company's 1995
Annual Meeting of Stockholders is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The information required by this Item is set forth in the section headed
"Security Ownership" appearing in the Company's Proxy Statement relating to
the Company's 1995 Annual Meeting of Stockholders and such information is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The information under "Certain Transactions" appearing in the Proxy
Statement relating to the Company's 1995 Annual Meeting of Stockholders is
incorporated herein by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a)(1) and (2):
The response to this portion of Item 14 is submitted as a separate section of
this report beginning on page F-1. All other schedules have been omitted as
inapplicable, or not required, or because the required information is included
in the Consolidated Financial Statements or notes thereto.
(a)(3) Exhibits. The exhibits required to be filed as part of this annual
report on Form 10-K are listed in the attached Index to Exhibits.
(b) Reports on Form 8-K.
None.
(c) Index to Exhibits and Exhibits filed as a part of this report.
2.1 Acquisition of certain operations of The BOC Group, Inc. on February 8,
1994. (Incorporated by reference to the Company's Current Report, dated
February 17, 1994, filed on Form 8-K).
3.1 Certificate of Incorporation of the Company, as amended. (Incorporated
by reference to Exhibit 3.1 to the Company's June 30, 1987 Quarterly
Report on Form 10-Q).
3.2 By-Laws of the Company, as amended. (Incorporated by reference to Exhibit
3.2 to the Company's June 30, 1987 Quarterly Report on Form 10-Q).
3.3 Amendments to the Certificate of Incorporation of the Company dated
August 13, 1987, November 20, 1989 and August 3, 1994.
4.1 Sixth Amended and Restated Loan Agreement dated August 30, 1994 between
Airgas, Inc. and certain banks and NationsBank of North Carolina, N.A.
($250,000,000 credit facility).
23
4.2 Amendment No. 1 to the Sixth Amended and Restated Loan Agreement dated as
of November 8, 1994 between Airgas, Inc. and certain banks and
NationsBank of North Carolina, N.A.
4.3 Loan Agreement dated November 8, 1994 between Airgas, Inc. and certain
banks and Nationsbank of North Carolina, N.A. ($100,000,000 credit
facility).
There are no other instruments with respect to long-term debt of the
Company that involve indebtedness or securities authorized thereunder
exceeding 10 percent of the total assets of the Company and its
subsidiaries on a consolidated basis. The Company agrees to file a copy
of any instrument or agreement defining the rights of holders of long-
term debt of the Company upon request of the Securities and Exchange
Commission.
* 10.1 Agreement between the Company and Peter McCausland, dated January 8,
1991, and form of Common Stock Purchase Warrant. (Incorporated by
reference to Exhibit 10.16 to the Company's March 31, 1992 report on
Form 10-K).
* 10.2 Common Stock Purchase Warrant held by Britton H. Murdoch and certain
other employees and other persons (Pursuant to Instruction 2 to Item
601 of Regulation S-K, the Common Stock Purchase Warrants, which are
substantially identical in all material respects except as to the
parties thereto, held by certain employees, including the following
Executive Officers and a Director, and other persons are not being
filed: Hermann Knieling, Kenneth A. Keeley, Alfred B. Crichton, Gordon
L. Keen, Jr., William Sanford, Scott Melman and Ronald Beebe and a
Director, Merril Stott). (Incorporated by reference to Exhibit 10.17
to the Company's March 31, 1993 report on Form 10-K).
* 10.3 Amended and Restated 1984 Stock Option Plan. (Incorporated by
reference to Exhibit "A" to Exhibit 10.6 to the Company's March 31,
1992 report on Form 10-K).
* 10.4 Amendment to the Amended and Restated 1984 Stock Option Plan.
(Incorporated by reference to exhibit 10.18 to the Company's March 31,
1993 report on Form 10-K).
* 10.5 1989 Non-Qualified Stock Option Plan for Directors (Non-Employees), as
amended. (Incorporated by reference to Exhibit 10.7 to the Company's
March 31, 1992 report on Form 10-K).
* 10.6 1994 Employee Stock Purchase Plan. (Incorporated by reference to
exhibit 10.19 to the Company's March 31, 1993 report on Form 10-K).
10.7 Amended and Restated Joint Venture Agreement dated March 31, 1992
between American Carbide and Carbon Corporation and Elkem Metals
Company. (Incorporated by reference to Exhibit 10.5 to the Company's
March 31, 1992 report on Form 10-K).
* 10.8 Exchange Rights Agreement dated October 1, 1989 between the Company
and John Smith (Pursuant to Instruction 2 to Item 601 of Regulation
S-K, the Exchange Rights Agreements, which are substantially identical
in all material respects except as to the parties thereto, between the
Company and the following individuals are not being filed: Alfred B.
Crichton, Rudi Endres, Ronald W. Savage, Mark A. Straka, William E.
24
Sanford, E. Pat Baker, Kenneth A. Keeley, Kenneth D. Morrison, Richard
W. Johnson, Thomas J. Bennett, Hermann Knieling and John Musselman).
(Incorporated by reference to Exhibit 10.13 to the Company's March 31,
1992 report on Form 10-K).
* 10.9 First Amendment to Exchange Rights Agreement dated April 30, 1992
between the Company and John Smith (Pursuant to Instruction 2 to Item
601 of Regulation S-K, the First Amendments, which are substantially
identical in all material respects except as to the parties thereto,
between the Company and the following individuals are not being filed:
Alfred B. Crichton, Rudi Endres, Ronald W. Savage, Mark A. Straka,
William E. Sanford, E. Pat Baker, Kenneth A. Keeley, Kenneth D.
Morrison, Richard W. Johnson, Thomas J. Bennett, Hermann Knieling and
John Musselman). (Incorporated by reference to Exhibit 10.14 to the
Company's March 31, 1992 report on Form 10-K).
* 10.10 Amended and Restated Exchange Rights Agreement between the Company and
Ronald E. Arnold (Pursuant to Instruction 2 to Item 601 of Regulation
S-K, the Amended and Restated Exchange Rights Agreements, which are
substantially identical in all material respects except as to the
parties thereto, between the Company and the following individuals are
not being filed: John T. Winn, Dennis B. Lee, Howard E. Wolfe, Charles
Graves, I.C. Fortenberry, Henry B. Coker, Ronald B. Rush, William V.
Accuosti, Dan L. Tatro, Theodore D. Erkenbrack, Geoffrey C. Pulford,
Dale E. Hess, Jeff Allen and Barry W. Himes). (Incorporated by
reference to Exhibit 10.15 to the Company's March 31, 1993 report on
Form 10-K).
* 10.11 First Amendment to Amended and Restated Exchange Rights Agreement
between the Company and John T. Winn (Pursuant to Instruction 2 to
Item 601 of Regulation S-K, the First Amendment to the Amended and
Restated Exchange Rights Agreements, which are substantially identical
in all material respects except as to the parties thereto, between the
Company and the following individuals are not being filed: I.C.
Fortenberry, Hermann Knieling, William E. Sanford, Rudi Endres and
Kenneth D. Morrison). (Incorporated by reference to Exhibit 10.11 to
the Company's March 31, 1994 report on Form 10-K).
* 10.12 Second Amendment to Amended and Restated Exchange Rights Agreement
between the Company and Mark Straka (Pursuant to Instruction 2 to Item
601 of Regulation S-K, the Second Amendment to the Amended and
Restated Exchange Rights Agreement, which are substantially identical
in all material respects except as to the parties thereto, between the
Company and the following individuals are not being filed: Rudi
Endres, Alfred B. Crichton and E. Pat Baker). (Incorporated by
reference to Exhibit 10.12 to the Company's March 31, 1994 report on
Form 10-K).
* 10.13 Amendment dated as of April 13, 1994 to the Amended and Restated 1984
Stock Option Plan. (Incorporated by reference to Exhibit 10.13 to the
Company's March 31, 1994 report on Form 10-K).
25
(11) Statement re: computation of earnings per share.
(21) Subsidiaries of the Company.
(23.1) Consent of KPMG Peat Marwick LLP.
(23.2) Consent of KPMG Peat Marwick LLP (to be filed by amendment)
(23.3) Consent of KPMG Peat Marwick LLP (to be filed by amendment)
(99.1) Form 11-K for the Registrant's 401(K) Plan (to be filed by amendment)
(99.2) Form 11-K for the Registrant's Employee Stock Purchase Plan (to be
filed by amendment)
_____________
* A management contract or compensatory plan required to be filed by Item
14(c) of this Report.
26
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: June 9, 1995
Airgas, Inc.
By: /s/ Peter McCausland
_________________________
Peter McCausland
Chairman of the Board,
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Signature Title Date
_________ _____ ____
/s/ Peter McCausland Director, Chairman of the June 9, 1995
____________________________ Board, President and
(Peter McCausland) Chief Executive Officer
/s/ Britton H. Murdoch Vice President/Finance and June 9, 1995
____________________________ Chief Financial Officer
(Britton H. Murdoch)
/s/ Jeffrey P. Cornwell Corporate Controller
____________________________ June 9, 1995
(Jeffrey P. Cornwell)
/s/ W. Thacher Brown Director June 9, 1995
____________________________
(W. Thacher Brown)
Director
____________________________
(Frank B. Foster, III)
Director
____________________________
(Dr. Robert E. Naylor)
Director
____________________________
(James M. Hoak, Jr.)
27
/s/ Robert L. Yohe Director June 9, 1995
____________________________
(Robert L. Yohe)
/s/ John A.H. Shober Director June 9, 1995
____________________________
(John A.H. Shober)
/s/ Merril L. Stott Director June 9, 1995
____________________________
(Merril L. Stott)
/s/ Erroll C. Sult Director June 9, 1995
____________________________
(Erroll Sult)
28
AIRGAS, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND FINANCIAL STATEMENT SCHEDULES
Page
Reference In
Report on
Form 10-K
_________
Independent Auditors' Report . . . . . . . . . . . . . . . . . . F-2
Statement of Management's Financial Responsibility . . . . . . . F-3
Consolidated Balance Sheets at March 31, 1995 and 1994 . . . . . F-4
Consolidated Statements of Earnings for the Years Ended
March 31, 1995, 1994 and 1993. . . . . . . . . . . . . . . . . F-5
Consolidated Statements of Stockholders' Equity for the
Years Ended March 31, 1995, 1994 and 1993. . . . . . . . . . . F-6
Consolidated Statements of Cash Flows for the Years Ended
March 31, 1995, 1994 and 1993. . . . . . . . . .. . . . . . . . F-7
Notes to Consolidated Financial Statements. . . . . . . . . . . . F-8
Financial Statement Schedule:
Schedule II - Valuation and Qualifying Accounts . . . . . . F-31
All other schedules for which provision is made in the applicable accounting
regulations promulgated by the Securities and Exchange Commission are not
required under the related instructions or are inapplicable and therefore have
been omitted.
F-1
29
INDEPENDENT AUDITORS' REPORT
The Board of Directors
Airgas, Inc.:
We have audited the consolidated financial statements of Airgas, Inc. and
subsidiaries as listed in the accompanying index. In connection with our
audits of the consolidated financial statements, we also have audited the
financial statement schedule as listed in the accompanying index. These
consolidated financial statements and financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements and financial statement
schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Airgas,
Inc. and subsidiaries as of March 31, 1995 and 1994, and the results of their
operations and their cash flows for each of the years in the three-year period
ended March 31, 1995, in conformity with generally accepted accounting
principles. Also in our opinion, the related financial statement schedule,
when considered in relation to the basic consolidated financial statements
taken as a whole, present fairly, in all material respects, the information
set forth thereon.
As discussed in notes 1 and 13 to the consolidated financial statements,
the Company retroactively adopted in 1994 the provisions of the Financial
Accounting Standards Board's Statement of Financial Accounting Standard
No. 109, "Accounting for Income Taxes."
Philadelphia, Pennsylvania KPMG PEAT MARWICK LLP
May 10, 1995
F-2
30
STATEMENT OF MANAGEMENT'S FINANCIAL RESPONSIBILITY
Management has prepared and is responsible for the integrity and
objectivity of the consolidated financial statements and related financial
information in this Annual Report. The statements are prepared in conformity
with generally accepted accounting principles. The financial statements
reflect management's informed judgment and estimation as to the effect of
events and transactions that are accounted for or disclosed.
Management maintains a system of internal control at each business unit.
This system, which undergoes periodic evaluation, is designed to provide
reasonable assurance that assets are safeguarded and records are adequate for
the preparation of reliable financial data. In determining the extent of the
system of internal control, management recognizes that the cost should not
exceed the benefits derived. The evaluation of these factors requires
estimates and judgment by management.
The Company's financial statements have been audited by KPMG Peat Marwick
LLP, independent auditors. Their Independent Auditors' Report, which is based
on an audit made in accordance with generally accepted auditing standards is
presented on the previous page. In performing their audit, KPMG Peat Marwick
LLP considers the Company's internal control structure to the extent they deem
necessary in order to plan their audit, determine the nature, timing and
extent of tests to be performed and issue their report on the consolidated
financial statements.
The Audit Committee of the Board of Directors meets with the independent
auditors and management to satisfy itself that they are properly discharging
their responsibilities. The auditors have direct access to the Audit
Committee.
Airgas, Inc.
/s/ Britton H. Murdoch /s/ Peter McCausland
________________________ _______________________
Britton H. Murdoch Peter McCausland
Vice President and Chairman, President and
Chief Financial Officer Chief Executive Officer
F-3
31
AIRGAS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS March 31,
________________
(In thousands, except per share amounts) 1995 1994
________________________________________ ____ ____
ASSETS (NOTE 8)
Current Assets
Trade receivables, less allowances for doubtful
accounts of $4,161 in 1995 and $4,207 in 1994 . . . . . .$ 93,423 $ 79,034
Inventories (Note 4) . . . . . . . . . . . . . . . . . . . 65,947 51,721
Prepaid expenses and other current assets. . . . . . . . . 10,467 8,367
_______ _______
Total current assets. . . . . . . . . . . . . . . . . 169,837 139,122
_______ _______
Plant and Equipment, at cost (Note 5). . . . . . . . . . . 464,983 390,832
Less accumulated depreciation. . . . . . . . . . . . . . (118,715) (96,201)
_______ _______
Plant and equipment, net . . . . . . . . . . . . . . . . 346,268 294,631
_______ _______
Other Non-current Assets (Note 6) . . . . . . . . . . . . . 41,388 30,421
Goodwill, net of accumulated amortization
of $15,094 in 1995 and $11,875 in 1994. . . . . . . . . . 88,144 50,723
_______ _______
$645,637 $514,897
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt (Note 8) . . . . . . . .$ 11,780 $ 10,304
Accounts payable, trade. . . . . . . . . . . . . . . . . . 43,782 34,644
Accrued expenses and other current liabilities (Note 7). . 60,191 47,103
_______ ______
Total current liabilities . . . . . . . . . . . . . . 115,753 92,051
_______ _______
Long-Term Debt (Note 8). . . . . . . . . . . . . . . . . . 259,970 205,311
Deferred Income Taxes (Note 13). . . . . . . . . . . . . . 67,540 53,096
Other Non-current Liabilities. . . . . . . . . . . . . . . 11,116 6,635
Minority Interest in Subsidiaries (Note 19). . . . . . . . 1,606 937
Commitments and Contingencies (Note 17)
Stockholders' Equity (Note 9)
Common Stock, par value $.01 per share, 200,000 shares
authorized, 31,501 and 32,897 shares issued in
1995 and 1994, respectively . . . . . . . . . . . . . . . 315 329
Capital in Excess of Par Value . . . . . . . . . . . . . . 62,135 56,330
Retained Earnings. . . . . . . . . . . . . . . . . . . . . 133,640 102,161
Cumulative Translation Adjustments . . . . . . . . . . . . (469) (471)
Treasury Stock, 236 and 1,877 common shares at cost
in 1995 and 1994, respectively. . . . . . . . . . . . . . (5,969) (1,482)
_______ _______
Total stockholders' equity. . . . . . . . . . . . . . 189,652 156,867
_______ _______
$645,637 $514,897
======= =======
See accompanying notes to consolidated financial statements.
F-4
32
AIRGAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
Years Ended March 31,
(In thousands, except per share amounts) ______________________________
_______________________________________ 1995 1994 1993
____ ____ ____
Net Sales
Distribution . . . . . . . . . . . . . . . . $654,381 $486,836 $379,899
Manufacturing . . . . . . . . . . . . . . . 33,602 32,513 30,872
_______ _______ _______
Total net sales . . . . . . . . . . . . 687,983 519,349 410,771
Costs and Expenses
Cost of products sold (excluding depreciation
and amortization)
Distribution . . . . . . . . . . . . . . . 320,800 238,429 188,717
Manufacturing. . . . . . . . . . . . . . . 22,076 20,741 19,396
Selling, distribution and administrative
expenses . . . . . . . . . . . . . . . . . 235,639 180,941 140,246
Depreciation and amortization. . . . . . . . 36,868 30,571 28,045
_______ _______ _______
Total costs and expenses. . . . . . . . 615,383 470,682 376,404
_______ _______ _______
Operating Income
Distribution . . . . . . . . . . . . . . . . 66,521 42,399 28,443
Manufacturing. . . . . . . . . . . . . . . . 6,079 6,268 5,924
_______ _______ _______
Total operating income . . . . . . . . . 72,600 48,667 34,367
Interest expense, net (Note 11). . . . . . . (17,625) (12,486) (11,403)
Other income, net (Note 12). . . . . . . . . 1,067 453 546
Minority interest (Note 19). . . . . . . . . (669) (317) (230)
_______ _______ _______
Earnings before income taxes. . . . . . 55,373 36,317 23,280
Income taxes (Note 13) . . . . . . . . . . . . 23,894 16,027 10,811
_______ _______ _______
Net earnings. . . . . . . . . . . . . $ 31,479 $ 20,290 $ 12,469
======= ======= =======
Earnings Per Share (Notes 3 and 9)
Primary. . . . . . . . . . . . . . . . . . $ .96 $ .63 $ .40
_______ _______ _______
Fully diluted. . . . . . . . . . . . . . . $ .96 $ .63 $ .39
_______ _______ _______
Weighted average shares
Primary. . . . . . . . . . . . . . . . . . 32,762 32,390 30,886
Fully diluted. . . . . . . . . . . . . . . 32,762 32,390 32,016
See accompanying notes to consolidated financial statements.
F-5
33
AIRGAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF
STOCKHOLDERS' EQUITY
Years Ended March 31, 1995, 1994 and 1993
_________________________________________
Shares of Capital in
Common Stock Common Excess of
(In thousands) $.01 Par Value Stock Par Value
______________ ______________ _____ __________
Balance--April 1, 1992. . . . . . . . . 26,811.6 $268 $36,798
Net earnings . . . . . . . . . . . . . .
Foreign currency translation
adjustment. . . . . . . . . . . . . . .
Stock warrants and options exercised . . 836.6 8 3,403
Tax benefit associated with exercise
of stock options and warrants . . . . . 1,587
Shares issued upon acquisition of
minority interests (Note 19). . . . . . 702.0 8 5,214
Shares issued in connection with
Chairman's exercise of warrants
(Note 9). . . . . . . . . . . . . . . . 3,649.4 36 (36)
________ ___ ______
Balance--March 31, 1993. . . . . . . . . 31,999.6 320 46,966
Net earnings . . . . . . . . . . . . . .
Foreign currency translation
adjustment. . . . . . . . . . . . . . .
Stock warrants and options exercised . . 784.4 8 3,485
Tax benefit associated with exercise
of stock options and warrants . . . . . 3,590
Shares issued upon acquisition of
minority interests (Note 19). . . . . . 83.4 1 1,739
Shares issued in connection with
Employee Stock Purchase Plan (Note 14). 29.7 550
________ ___ ______
Balance--March 31, 1994. . . . . . . . . 32,897.1 329 56,330
Net earnings . . . . . . . . . . . . . .
Foreign currency translation
adjustment. . . . . . . . . . . . . . .
Retirement of treasury stock . . . . . . (1,877.2) (19) (1,463)
Purchase of treasury stock (Note 9). . .
Issuance of stock in connection
with acquisitions . . . . . . . . . . . 61.6 1 1,437
Stock warrants and options exercised . . 269.4 3 1,267
Tax benefit associated with exercise
of stock options and warrants . . . . . 1,858
Shares issued in connection with
Employee Stock Purchase Plan (Note 14). 150.1 1 2,706
________ ___ ______
Balance--March 31, 1995. . . . . . . . . 31,501.0 $315 $62,135
======== === ======
COLUMNS CONTINUED ON NEXT PAGE
F-6
34 AIRGAS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF
STOCKHOLDERS' EQUITY - (Continued)
Years Ended March 31, 1995, 1994 and 1993
_________________________________________
Cumulative
Retained Translation Treasury
(In thousands) Earnings Adjustments Stock
______________ _________ ___________ ________
Balance--April 1, 1992 . . . . . . . . . $69,402 $(55) $(1,482)
Net earnings. . . . . . . . . . . . . . . 12,469
Foreign currency translation
adjustment . . . . . . . . . . . . . . . (49)
Stock warrants and options exercised. . .
Tax benefit associated with exercise
of stock options and warrants. . . . . .
Shares issued upon acquisition of
minority interests (Note 19) . . . . . .
Shares issued in connection with
Chairman's exercise of warrants
(Note 9) . . . . . . . . . . . . . . . .
______ ___ _____
Balance--March 31, 1993 . . . . . . . . . 81,871 (104) (1,482)
Net earnings. . . . . . . . . . . . . . . 20,290
Foreign currency translation
adjustment . . . . . . . . . . . . . . . (367)
Stock warrants and options exercised. . .
Tax benefit associated with exercise
of stock options and warrants. . . . . .
Shares issued upon acquisition of
minority interests (Note 19) . . . . . .
Shares issued in connection with
Employee Stock Purchase Plan (Note 14) .
_______ ____ _____
Balance--March 31, 1994 . . . . . . . . . 102,161 (471) (1,482)
Net earnings. . . . . . . . . . . . . . . 31,479
Foreign currency translation
adjustment . . . . . . . . . . . . . . . 2
Retirement of treasury stock. . . . . . . 1,482
Purchase of treasury stock (Note 9) . . . (5,969)
Issuance of stock in connection
with acquisitions. . . . . . . . . . . .
Stock warrants and options exercised. . .
Tax benefit associated with exercise
of stock options and warrants. . . . . .
Shares issued in connection with
Employee Stock Purchase Plan (Note 14) .
_______ ____ ______
Balance--March 31, 1995 . . . . . . . . .$133,640 $(469) $(5,969)
======= ===== =======
See accompanying notes to consolidated financial statements.
F-6, Continued
35 AIRGAS INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) Years Ended March 31,
1995 1994 1993
____ ____ ____
Cash Flows From Operating Activities
Net earnings . . . . . . . . . . . . . . . . . . $31,479 $20,290 $12,469
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization . . . . . . . . 36,868 30,571 28,045
Deferred income taxes . . . . . . . . . . . . 11,548 8,189 5,158
Equity in earnings of joint venture . . . . . (840) (1,258) (897)
Gain on sale of investment. . . . . . . . . . (560) -- --
(Gain)/Loss on sale of plant and equipment. . 110 (63) (292)
Minority interest in earnings . . . . . . . . 669 317 230
Stock issued for employee benefit plan expense 2,707 550 --
Changes in assets and liabilities, excluding
effects of business acquisitions:
Trade receivables, net. . . . . . . . . . . (1,179) (5,444) 1,552
Inventories . . . . . . . . . . . . . . . . (1,874) 1,626 3,909
Prepaid expenses and other current assets . 198 (546) 969
Accounts payable, trade. . . . . . . . . . 2,934 3,799 (845)
Accrued expenses and other current
liabilities. . . . . . . . . . . . . . . . 2,324 5,572 1,507
Other assets and liabilities, net . . . . . 298 (714) 1,928
_______ ______ ______
Net cash provided by operating activities. 84,682 62,889 53,733
_______ ______ ______
Cash Flows From Investing Activities
Capital expenditures . . . . . . . . . . . . . . (36,712) (21,318) (14,702)
Proceeds from sale of plant and equipment. . . . 2,563 1,914 2,259
Business acquisitions, net of cash acquired. . . (86,342) (93,375) (43,072)
Purchase of investment . . . . . . . . . . . . . (17,026) -- --
Proceeds from sale of investment . . . . . . . . 17,892 -- --
Other, net . . . . . . . . . . . . . . . . . . . 116 (287) (502)
_______ ______ ______
Net cash used by investing activities. . . .(119,509) (113,066) (56,017)
_______ _______ ______
Cash Flows From Financing Activities
Proceeds from borrowings . . . . . . . . . . . . 394,193 195,292 90,939
Repayment of debt. . . . . . . . . . . . . . . .(359,253) (150,844) (95,207)
Repurchase of treasury stock . . . . . . . . . . (5,969) -- --
Exercise of options and warrants . . . . . . . . 1,270 3,493 3,411
Net overdraft. . . . . . . . . . . . . . . . . . 4,591 2,459 3,944
_______ ______ ______
Net cash provided by financing activities. . 34,832 50,400 3,087
_______ ______ ______
Effects of discontinued activities, net. . . . . (5) (223) (803)
_______ ______ ______
Cash Increase (Decrease) . . . . . . . . . . . . -- -- --
Cash--beginning of year. . . . . . . . . . . . . -- -- --
______ ______ ______
Cash--End of Year. . . . . . . . . . . . . . . . $ -- $ -- $ --
====== ====== ======
For supplemental cash flow disclosures see Note 18.
See accompanying notes to consolidated financial statements.
F-7
36
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Presentation
The consolidated financial statements include the accounts of Airgas,
Inc. and its subsidiaries (the "Company"). All significant intercompany
balances and transactions have been eliminated in consolidation.
(b) Inventories
Inventories are stated at the lower of cost or market with cost for
approximately 77% and 79% percent of the inventories at March 31, 1995 and
1994, respectively, determined by the first-in, first-out (FIFO) method. Cost
for the remainder of inventories was determined using the last-in, first-out
(LIFO) method.
(c) Plant and Equipment
Plant and equipment are stated at cost. Depreciation is provided on the
straight-line basis over the estimated useful lives of the related assets.
Effective April 1, 1993, the Company changed its estimate of the useful
lives of its acetylene and high pressure cylinders from 20 to 30 years. This
change was made to better reflect the estimated periods during which these
assets will remain in service. The change had the effect of reducing
depreciation expense in 1994 by approximately $3.1 million and increasing net
earnings by $1.9 million or $.06 per share.
The Company changed the estimated useful life of cylinders as a result of
thorough studies and analyses. The studies considered technological advances
in cylinders, empirical data obtained from cylinder manufacturers and other
industry experts and experience gained from the Company's maintenance of a
cylinder population of approximately two million cylinders.
(d) Other Assets
Costs related to the acquisition of long-term debt are deferred and
amortized over the term of the related debt. Costs and payments pursuant to
noncompetition arrangements entered into in connection with business
acquisitions are amortized over the terms of the arrangements which are
principally over 5 years. On an ongoing basis, management reviews the
valuation and amortization of intangible assets.
(e) Goodwill
Goodwill represents costs in excess of net assets of businesses acquired
and is amortized on a straight-line basis over the expected periods to be
benefited, which currently ranges from 20 to 40 years. The Company assesses
the recoverability of this intangible asset by determining whether the
amortization of the goodwill balance over its remaining life can be recovered
through projected undiscounted future cash flows.
F-8
37
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - (Continued)
(f) Joint Venture
The Company is a partner in a joint venture which is accounted for using
the equity method.
(g) Income Taxes
In fiscal 1994, the Company retroactively adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes," (Statement No.
109), as of April 1, 1992. Statement No. 109 requires the use of the
liability method of accounting for deferred income taxes. The adoption of
Statement No. 109 had no material impact on the Company's results of
operations or retained earnings. The provision for income taxes includes
federal, foreign, state and local income taxes currently payable and those
deferred because of temporary differences between the financial statement and
tax bases of assets and liabilities.
(h) Foreign Currency Translation
The functional currency of the Company's foreign operations is the
applicable local currency. The translation of foreign currencies into U.S.
dollars is performed for balance sheet accounts using current exchange rates
in effect at the balance sheet date and for revenue and expense accounts using
average exchange rates during each reporting period. The gains or losses, net
of applicable deferred income taxes, resulting from such translations are
included in stockholders' equity. Gains and losses arising from foreign
currency transactions are reflected in the consolidated statements of earnings
as incurred.
(i) Concentrations of Credit Risk
Financial instruments which potentially subject the Company to
concentrations of credit risk consist principally of trade receivables.
Concentrations of credit risk are limited due to the Company's large number of
customers and their dispersion across many industries. Credit terms granted to
customers are generally net 30 days.
(j) Revenue Recognition
Sales are recorded upon shipment to the customer.
F-9
38 AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(k) Financial Instruments
In hedging interest rate exposure, the Company enters into interest rate
swap agreements. These instruments are not entered into for trading purposes
and the Company has the ability and intent to hold these instruments to
maturity. The Company only uses non-leveraged instruments. When interest
rates change, the difference to be paid or received is accrued and recognized
as interest expense over the life of the agreement. The fair values of the
Company's financial instruments are estimated based on quoted market prices
for the same or similar issues.
The carrying amounts for accounts receivable, accounts payable and
current portion of long-term debt approximate fair value because of the
short-term maturity of these financial instruments.
(l) Reclassification
Certain reclassifications have been made in previously issued financial
statements to conform to the current presentation.
(2) ACQUISITIONS
The Company acquires businesses primarily engaged in the distribution of
industrial, medical and specialty gases and related welding supplies and
accessories. Acquisitions have been recorded using the purchase method of
accounting, and, accordingly, results of their operations have been included
in the Company's consolidated financial statements since the effective dates
of the respective acquisitions.
1995--During 1995, the Company purchased twenty-five businesses. The
largest of these acquisitions and their effective dates included The Jimmie
Jones Company (August 1, 1994) and Post Welding Supply (November 1, 1994).
The aggregate purchase price for these acquisitions amounted to approximately
$83 million. The purchase price for the remaining twenty-three businesses
amounted to approximately $41 million.
On November 1, 1994, the Company entered into an agreement with Poligaz,
S.A., (Poligaz), for the purchase of an interest in Poligaz for approximately
$3.3 million. The Company's investment in Poligaz is accounted for at cost,
and is included as other non-current assets.
1994--During 1994, the Company purchased eighteen businesses. The
largest of these acquisitions and their effective dates included General
Welding Supply Co. (July 1, 1993), PDI Western Distributing Group, Inc. (July
1, 1993), Phoenix Northeast Distributors Group, Inc. (September 1, 1993) and
certain operations of The BOC Group, Inc. (February 1, 1994). The aggregate
purchase price for these acquisitions amounted to approximately $90 million.
The purchase price for the remaining fourteen businesses amounted to
approximately $31 million.
1993--During 1993, the Company purchased seventeen businesses. The
largest of these acquisitions and their effective dates included Virginia
Welding Supply, Inc. (July 27, 1992), Cryodyne Corp. (January 1, 1993) and
Presto Technologies, Inc. (January 29, 1993). The aggregate purchase price for
these acquisitions amounted to approximately $45 million. The purchase price
for the remaining fourteen businesses amounted to approximately $16 million.
F-10
39
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(2) ACQUISITIONS - (Continued)
In connection with the above business acquisitions, the total purchase
price, fair value of assets acquired, cash paid and liabilities assumed were
as follows:
Years Ended March 31,
___________________________
(In thousands) 1995 1994 1993
______________ ____ ____ ____
Cash paid . . . . . . . . . . . . . . . . . . $ 83,033 $ 89,782 $ 42,228
Notes issued to sellers . . . . . . . . . . . 14,518 6,208 6,381
Notes payable assumed and capital leases. . . 9,067 4,196 5,884
Other liabilities assumed and accrued
acquisition costs. . . . . . . . . . . . . . 20,198 20,486 6,407
_______ _______ ______
Total purchase price allocated to assets
acquired. . . . . . . . . . . . . . . . . . $126,816 $120,672 $ 60,900
======= ======= ======
Also, as discussed in note 19, the Company has accounted for the
acquisition of certain subsidiary minority interests in 1994 and 1993 using
the purchase method of accounting.
In connection with certain acquisitions, the Company is required to make
future payments to sellers based on future earnings of the acquired business
in excess of predetermined amounts. Such payments, if any, are capitalized as
an additional cost of the acquisition. Amounts payable under contingent
payment terms continue through 1997 and are limited to $3.4 million. To-date,
the Company has made aggregate payments of $660 thousand under these
contingent terms.
The purchase price for business acquisitions and minority interests were
allocated to the assets acquired and liabilities assumed based on their
estimated fair values. Costs in excess of net assets acquired (goodwill) for
1995, 1994 and 1993 amounted to $40.8 million, $9.9 million and $7.7 million,
respectively.
The following presents unaudited estimated pro forma operating results as
if the 1995 and 1994 acquisitions had been consummated on April 1, 1993. These
pro forma results have been prepared for comparative purposes only and do not
purport to be indicative of what would have occurred had the acquisitions been
made as of April 1, 1993 or of results which may occur in the future.
Years Ended March 31,
_____________________
(In thousands except per share amounts) 1995 1994
_______________________________________ ____ ____
Net sales . . . . . . . . . . . . . . . . . . . $737,104 $697,507
Net earnings. . . . . . . . . . . . . . . . . . 31,786 22,212
Earnings per share:
Primary. . . . . . . . . . . . . . . . . . . . .97 .69
Fully diluted. . . . . . . . . . . . . . . . . .97 .69
F-11
40
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(2) ACQUISITIONS - (Continued)
Subsequent to March 31, 1995, the Company has acquired, entered into
agreements, or signed letters of intent to acquire industrial gas distribution
businesses with an aggregate purchase price of approximately $42 million.
(3) EARNINGS PER SHARE
Primary and fully diluted earnings per share amounts were determined
using the Treasury Stock method.
(4) INVENTORIES
Inventories consist of: March 31,
_______________________
(In thousands) 1995 1994
______________ ____ ____
Finished goods. . . . . . . . . . . . . . . . . . . $65,693 $51,263
Raw materials . . . . . . . . . . . . . . . . . . . 1,315 1,117
______ ______
67,008 52,380
Less reduction to LIFO cost . . . . . . . . . . . . (1,061) (659)
______ ______
$65,947 $51,721
====== ======
(5) PLANT AND EQUIPMENT
The major classes of plant and equipment, at cost, are as follows:
March 31,
_______________________
(In thousands) 1995 1994
______________ ____ ____
Land and land improvements . . . . . . . . . . . . $ 17,571 $ 15,879
Buildings and leasehold improvements . . . . . . . 43,714 30,494
Machinery and equipment, including cylinders . . . 376,284 322,336
Transportation equipment . . . . . . . . . . . . . 25,944 20,830
Construction in progress . . . . . . . . . . . . . 1,470 1,293
_______ _______
$464,983 $390,832
======= =======
Depreciation and amortization of plant and equipment charged to operations
amounted to $26.3 million, $21.1 million and $19.7 million in 1995, 1994 and
1993, respectively.
F-12
41
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(6) OTHER NONCURRENT ASSETS
Other noncurrent assets include:
March 31,
_______________________
(In thousands) 1995 1994
______________ ____ ____
Investment in a joint venture (Note 10). . . . . . $ 1,597 $ 1,308
Noncompete agreements and other intangible
assets, at cost, net of accumulated
amortization of $37.4 million in 1995
and $30.0 million in 1994 . . . . . . . . . . . . 31,955 26,673
Other assets. . . . . . . . . . . . . . . . . . . . 7,836 2,440
______ ______
$41,388 $30,421
====== ======
(7) ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities include:
March 31,
_______________________
(In thousands) 1995 1994
______________ ____ ____
Cash overdraft. . . . . . . . . . . . . . . . . . . $11,638 $ 7,047
Insurance payable and related reserves. . . . . . . 6,304 5,341
Customer cylinder deposits. . . . . . . . . . . . . 6,242 3,325
Other accrued expenses and current liabilities. . . 36,007 31,390
______ ______
$60,191 $47,103
====== ======
The cash overdraft is attributable to the float of the Company's outstanding
checks.
(8) INDEBTEDNESS
(a) Long-term debt consists of the following:
March 31,
_______________________
(In thousands) 1995 1994
______________ ____ ____
Revolving credit borrowings . . . . . . . . . . . . $195,000 $151,235
Senior subordinated notes . . . . . . . . . . . . . 27,857 35,714
Acquisition notes . . . . . . . . . . . . . . . . . 26,532 16,014
Industrial Development Board revenue bonds. . . . . 3,450 4,645
All other notes, at various rates and maturities. . 18,911 8,007
_______ _______
Total long-term debt. . . . . . . . . . . . . . . . 271,750 215,615
Less current installments . . . . . . . . . . . . . (11,780) (10,304)
_______ _______
Long-term debt, excluding current installments. . . $259,970 $205,311
======= =======
F-13
42
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(8) INDEBTEDNESS - (Continued)
During 1995, the Company increased its unsecured revolving credit
facility with various commercial banks from $200 million to $250 million and
extended the maturity of the facility to August 2001. The revolving credit
facility provides for the issuance of letters of credit up to $50 million.
Under the terms of the revolving credit facility, interest is payable
quarterly with equal quarterly principal payments beginning in September 1996
and continuing through June 2001. At March 31, 1995, $105 million of
borrowings were outstanding under the revolving credit facility at money
market rates of 6.5%. At the Company's option, borrowings under the revolving
credit facility may bear interest at a rate per year equal to prime, the Libor
rate, the Certificate of Deposit rate, or the Banker's Acceptance rate, in
each case plus an applicable margin (for which no borrowings were outstanding
at March 31, 1995).
Also, during 1995, the Company entered into an additional $100 million
unsecured line of credit with two commercial banks which matures in July 1996
and provides for borrowings at the Libor rate plus an applicable margin ($75
million outstanding at 6.7% as of March 31, 1995). The Company intends to
terminate its $100 million facility in conjunction with an anticipated
increase in the Company's $250 million revolving credit facility in August
1995, which will have terms and conditions similar to its existing $250
million facility.
The Company also had a $25 million line of credit agreement with a
commercial bank that provides for unsecured money market rate borrowings with
no fixed date of maturity ($15 million outstanding at 6.36% as of March 31,
1995).
Senior subordinated notes with an original face value aggregating $55
million require semi-annual interest payments at 11.375%. Equal annual
principal payments of $4.3 million for $17.1 million of the senior
subordinated notes continue through August 1998 and equal annual principal
payments of $3.6 million for $10.7 million of the senior subordinated notes
continue through July 1997.
Acquisition notes represent notes issued to sellers of businesses
acquired and are repayable in periodic installments including interest at an
average rate of 7.4%. Some acquisition notes require balloon payments which
are included in the aggregate maturity schedule.
Industrial Development revenue bonds have variable interest rates ranging
from 60% to 75% of the prime rate. The bonds mature at various dates between
1996 and 2006. Certain bonds are redeemable at the option of the issuer. The
bonds are secured by mortgages on certain plant and equipment.
Certain of the Company's credit facility agreements contain restrictive
covenants which include the maintenance of a minimum equity level, maintenance
of certain financial ratios and restrictions on additional borrowings and
dividend payments.
F-14
43 AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(8) INDEBTEDNESS - (Continued)
The aggregate maturities of long-term debt for the five years ending
March 31, 2000 and thereafter are as follows (in thousands):
Years Ending March 31, Aggregate Maturity
______________________ __________________
1996 . . . . . . . . . . . . . . . . . . . $ 11,780
1997 . . . . . . . . . . . . . . . . . . . 104,332
1998 . . . . . . . . . . . . . . . . . . . 48,326
1999 . . . . . . . . . . . . . . . . . . . 31,292
2000 . . . . . . . . . . . . . . . . . . . 36,217
2001 and thereafter. . . . . . . . . . . . 39,803
_______
$271,750
=======
The fair value of long term debt as of March 31, 1995 was approximately $274
million.
(b) Swap Agreements
In managing interest rate exposure, principally under the Company's
floating rate revolving credit facilities, the Company has entered into
thirteen interest rate swap agreements during the period from June 1992
through March 31, 1995. The interest rate swap agreements are with major
financial institutions having a total notional principal amount of $138
million at March 31, 1995. Approximately $119 million of the swap agreements
require fixed interest payments based on an average effective rate of 7.3% for
remaining periods ranging between 3 and 8 years. The remaining $19 million of
swap agreements require floating rates (6.5% at March 31, 1995). The effect
of the swap agreements were to increase interest expense $1.2 million and $1.4
million in 1995 and 1994, respectively. Under the terms of four of the swap
agreements, the Company has elected to receive the discounted value of the
counterparty's interest payments upfront. At March 31, 1995, approximately
$2.0 million and $7.0 million of such payments were included in accrued
expenses and other non-current liabilities, respectively.
The Company continually monitors its positions and the credit ratings of
its counterparties, and does not anticipate nonperformance by the
counterparties. The net gain to settle all interest rate swap agreements at
March 31, 1995 was approximately $900 thousand.
The aggregate maturities of the Company's interest rate swaps by type of
swap for the five years ending March 31, 2000 and thereafter are as follows
(in thousands):
Notional Principal Amounts
__________________________
Years Ending March 31, Pay-Fixed Receive-Fixed
______________________ _________ _____________
1998 . . . . . . . . . . . . . 30,000 0
1999 . . . . . . . . . . . . . 12,500 7,500
2000 and thereafter. . . . . . 76,074 12,000
_______ ______
$118,574 $19,500
======= ======
F-15
44
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(9) STOCKHOLDERS' EQUITY
(a) Common Stock
In August 1994, the Company increased the number of authorized shares of
common stock from 55 million to 200 million shares.
On October 28, 1993, the Company's Board of Directors declared a
two-for-one stock split to stockholders of record on November 9, 1993, payable
on November 24, 1993. Stock options and other rights to acquire the Company's
common stock reflect the split. All references to the number of shares,
except shares authorized, reflect the stock split.
(b) Preferred Stock and Redeemable Preferred Stock
The Company is authorized to issue 20 million shares of preferred stock.
At March 31, 1995 and 1994, no shares were outstanding. The preferred stock
may be issued from time to time by the Board of Directors in one or more
series, and the Board of Directors is authorized to fix the dividend rights
and terms, conversion rights, voting rights, rights and terms of redemption,
liquidation preferences, and any other rights, preferences, privileges and
restrictions of any series of Preferred Stock, and the number of shares
constituting each such series and designation thereof.
Additionally, the Company is authorized to issue 30,000 shares of
redeemable preferred stock. At March 31, 1995 and 1994, no shares were
outstanding.
(c) Treasury Stock
In January 1995, the Company's Board of Directors approved the repurchase
of up to one million shares of Airgas common stock. At March 31, 1995, the
Company had purchased 235,900 shares of common stock. Through May 10, 1995,
the Company has purchased an additional 420,200 shares.
(d) Stock Options
The Company has a stock option plan for officers and key employees and
has reserved 7,040,000 shares under this plan. Options are granted on terms
and conditions determined by a committee of the Board of Directors. At March
31, 1995, 2,367,038 options were available for issuance.
F-16
45
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(9) STOCKHOLDERS' EQUITY - (Continued)
The following table summarizes the activity of the plan during the three
years ended March 31, 1995: Number Price Per
of Shares Share
__________ _________
March 31, 1993
Outstanding, beginning of year . . . . . . . . 2,274,408 $2.88 - $6.00
Granted. . . . . . . . . . . . . . . . . . . . 769,000 6.60 - 6.97
Exercised. . . . . . . . . . . . . . . . . . . (382,650) 2.88 - 5.79
Expired. . . . . . . . . . . . . . . . . . . . (144,112) 2.88 - 6.60
March 31, 1994
Outstanding, beginning of year . . . . . . . . 2,516,646 2.91 - 6.97
Granted. . . . . . . . . . . . . . . . . . . . 669,660 12.63 - 17.13
Exercised. . . . . . . . . . . . . . . . . . . (527,704) 2.91 - 6.97
Expired. . . . . . . . . . . . . . . . . . . . (33,152) 3.66 - 12.63
March 31, 1995
Outstanding, beginning of year . . . . . . . . 2,625,450 $ 2.91 -$17.13
Granted. . . . . . . . . . . . . . . . . . . . 502,300 22.63 - 29.41
Exercised. . . . . . . . . . . . . . . . . . . (212,030) 2.91 - 15.78
Expired. . . . . . . . . . . . . . . . . . . . (1,250) 6.60 - 12.63
Outstanding, end of year . . . . . . . . . . . 2,914,470 $ 3.66 -$29.41
The Company maintains a stock option plan covering Directors who are not
employees which has 400,000 shares reserved. At March 31, 1995, 220,000
options were available for issuance.
The following table summarizes the activity of the plan during the three
years ended March 31, 1995:
Number Price Per
of Shares Share
__________ _________
March 31, 1993
Outstanding, beginning of year . . . . . . . . 92,000 $4.19 - $4.41
Granted. . . . . . . . . . . . . . . . . . . . 32,000 4.19 - 8.31
March 31, 1994
Outstanding, beginning of year . . . . . . . . 124,000 4.19 - 8.31
Granted. . . . . . . . . . . . . . . . . . . . 28,000 17.13
Exercised. . . . . . . . . . . . . . . . . . . (16,000) 4.19 - 4.41
March 31, 1995
Outstanding, beginning of year . . . . . . . . 136,000 4.19 - 17.13
Granted. . . . . . . . . . . . . . . . . . . . 20,000 27.63
Outstanding, end of year . . . . . . . . . . . 156,000 4.19 - 27.63
(e) Stock Purchase Warrants
The Company and the Chairman of the Company were parties to a Stock and
Warrant Issuance Agreement, as amended (the "Warrant Agreement"), which was
entered into in connection with the Company's acquisition of US Airgas, Inc.,
of which the Chairman was the majority shareholder, in May 1986. Pursuant to
the Warrant Agreement, the Chairman received warrants to purchase a total of
7,063,716 shares of the Company's common stock. Subsequent to the grant
dates, the Chairman transferred warrants to purchase 1,488,400 shares of
common stock to employees of the Company and to certain other individuals.
The expiration date of the warrants held by these individuals is May 1, 1996.
F-17
46
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(9) STOCKHOLDERS' EQUITY - (Continued)
During 1991, in connection with an amendment to the Warrant Agreement
which extended the original expiration date and increased the exercise price
of the warrants, the Chairman exercised warrants to purchase 605,864 shares of
common stock for approximately $1.1 million. On February 17, 1993, the
Chairman exchanged warrants to purchase 4,962,612 shares of common stock for a
net issuance, as provided for under the Warrant Agreement, of 3,649,464 shares
of common stock.
The following table summarizes the activity of the stock purchase
warrants during the three years ended March 31, 1995.
Number Price Per
of Shares Share
__________ _________
March 31, 1993
Outstanding, beginning of year . . . . . . . . 6,461,452 2.52 - 6.00
Exercised. . . . . . . . . . . . . . . . . . . (446,000) 2.52 - 4.38
Chairman's net issuance exercise . . . . . . . (4,962,612) --
March 31, 1994
Outstanding, beginning of year . . . . . . . . 1,052,840 3.36 - 4.38
Exercised. . . . . . . . . . . . . . . . . . . (240,700) 3.52 - 4.38
March 31, 1995
Outstanding, beginning of year . . . . . . . . 812,140 $3.36 - $4.38
Exercised. . . . . . . . . . . . . . . . . . . 57,400 3.52 - 4.38
Outstanding, end of year . . . . . . . . . . . 754,740 $3.36 - $4.38
(f) Shareholder Rights Plan
Under the terms of a Shareholder Rights Plan, preferred share purchase
rights were distributed during 1988 as a dividend at the rate of one right for
each common share. The number of rights outstanding is subject to adjustment
under certain circumstances and all rights expire on August 1, 1998. The
rights are not exercisable until a person or entity acquires twenty percent of
the Company's common stock. Each right will entitle the holder to buy $32.50
worth of the Company's common stock at an exercise price of $16.25.
(10) JOINT VENTURE
The Company is a partner in a joint venture which primarily sells calcium
carbide. The Company and its joint venture partner, Elkem Metals Company
("Elkem"), have equal control over activities of the joint venture. Based on
a product sourcing arrangement, the joint venture purchases all of its calcium
carbide needs from the venturers. Also, earnings and losses generated by the
joint venture, are allocated 55 percent to the Company and 45 percent to
Elkem. The Company's calcium carbide operations and equity in the earnings
related to the joint venture are reported as components of manufacturing net
sales and operating expenses.
The Company and Elkem receive marketing fees, based on net sales, for
acting as exclusive sales and marketing agents for the joint venture.
Additionally, as general manager of the joint venture, Elkem receives a
management fee based on net sales.
F-18
47
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(10) JOINT VENTURE - (Continued)
Condensed balance sheet information as of March 31, 1995 and statement of
operations for the joint venture for the year ended March 31, 1995 are as
follows:
(In thousands)
_____________
Balance Sheet
Current assets . . . . . . . . . . . . . . . . . . . . . . $ 6,680
Property, plant and equipment, net . . . . . . . . . . . . 348
______
$ 7,028
=====
Current liabilities. . . . . . . . . . . . . . . . . . . . $ 4,274
Partners' capital. . . . . . . . . . . . . . . . . . . . . 2,754
______
Total liabilities and partners' capital. . . . . . . . . $ 7,028
======
Statement of Operations
Net sales. . . . . . . . . . . . . . . . . . . . . . . . . $40,239
Costs and expenses . . . . . . . . . . . . . . . . . . . . (38,836)
Other income, net. . . . . . . . . . . . . . . . . . . . . 89
______
Net earnings. . . . . . . . . . . . . . . . . . . . . $ 1,492
======
(11) INTEREST EXPENSE, NET
Interest expense, net, consists of:
March 31,
___________________________
(In thousands) 1995 1994 1993
______________ ____ ____ ____
Interest expense. . . . . . . . . . . . . . . $18,476 $13,189 $12,157
Interest and finance charge income. . . . . . (851) (703) (754)
______ ______ ______
$17,625 $12,486 $11,403
====== ====== ======
(12) OTHER INCOME, NET
Other income, net, consists of:
March 31,
___________________________
(In thousands) 1995 1994 1993
______________ ____ ____ ____
Net gain (loss) from plant and equipment
sales. . . . . . . . . . . . . . . . . . . . $ (110) $ 63 $292
Gain on sale of investment. . . . . . . . . . 560 -- --
Other income,net . . . . . . . . . . . . . . 617 390 254
_____ ___ ___
$1,067 $453 $546
===== === ===
F-19
48
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(13) INCOME TAXES
Pre-tax earnings were derived from the following sources:
Years Ended March 31,
___________________________
(In thousands) 1995 1994 1993
______________ ____ ____ ____
United States . . . . . . . . . . . . . . . . $54,239 $35,621 $22,917
Foreign . . . . . . . . . . . . . . . . . . . 1,134 696 363
______ ______ ______
$55,373 $36,317 $23,280
====== ====== ======
Income tax expense consisted of:
Years Ended March 31,
___________________________
(In thousands) 1995 1994 1993
______________ ____ ____ ____
Current:
Federal . . . . . . . . . . . . . . . . . $ 9,997 $ 6,515 $ 4,762
Foreign . . . . . . . . . . . . . . . . . 573 326 111
State . . . . . . . . . . . . . . . . . . 1,775 997 780
______ ______ ______
12,345 7,838 5,653
______ ______ ______
Deferred:
Federal . . . . . . . . . . . . . . . . . . 9,829 6,827 4,348
Foreign . . . . . . . . . . . . . . . . . . 47 61 96
State . . . . . . . . . . . . . . . . . . . 1,673 1,301 714
______ ______ ______
11,549 8,189 5,158
______ ______ ______
$23,894 $16,027 $10,811
====== ====== ======
F-20
49
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(13) INCOME TAXES - (Continued)
Significant differences between taxes computed at the federal statutory
rate and the provision for income taxes were:
Years Ended March 31,
___________________________
1995 1994 1993
____ ____ ____
Taxes at U.S. federal statutory rate . . . . . . 35.0% 35.0% 34.0%
Increase in income taxes resulting from:
State income taxes, net of federal benefit . . . 4.0 4.1 4.2
Increase in statutory rate on deferred tax items -- 4.5 --
Amortization of non-deductible goodwill. . . . . 1.8 2.3 3.1
Adjustment of federal and state accruals . . . . -- (4.5) --
Other, net . . . . . . . . . . . . . . . . . . . 2.4 2.7 5.1
____ ____ ____
43.2% 44.1% 46.4%
==== ==== ====
The significant components of deferred income tax expense attributable to
earnings for the years ended March 31, 1995 and 1994 are as follows:
Years Ended March 31,
___________________________
(In thousands) 1995 1994
______________ ____ ____
Deferred tax expense (exclusive of the
effects of other components listed below). . . . $11,549 $ 8,189
Adjustments to deferred tax assets and
liabilities for enacted changes in tax laws
and rates. . . . . . . . . . . . . . . . . . . . -- 663
Adjustment of federal and state accruals. . . . . -- (663)
______ _____
$11,549 $ 8,189
====== =====
F-21
50
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(13) INCOME TAXES - (Continued)
The tax effects of cumulative temporary differences that gave rise to the
significant portions of the deferred tax liability and deferred tax asset were
as follows:
Years Ended March 31,
_______________________
(In thousands) 1995 1994
______________ ____ ____
Deferred Tax Assets:
____________________
Inventories . . . . . . . . . . . . . . . . . . $ 1,368 $ 1,015
Accounts Receivable . . . . . . . . . . . . . . 885 997
Deferred Rental Income. . . . . . . . . . . . . 880 799
Insurance Reserves. . . . . . . . . . . . . . . 1,791 1,383
Other Reserves. . . . . . . . . . . . . . . . . 2,296 1,600
AMT Credit Carryforwards. . . . . . . . . . . . 3,079 5,656
Other . . . . . . . . . . . . . . . . . . . . . 1,185 835
______ ______
11,484 12,285
______ ______
Deferred Tax Liabilities:
_________________________
Property and equipment. . . . . . . . . . . . . (70,787) (57,975)
Intangible Assets . . . . . . . . . . . . . . . (2,734) (3,258)
Other . . . . . . . . . . . . . . . . . . . . . (286) (551)
______ ______
(73,807) (61,784)
______ ______
Net Deferred Tax Liability . . . . . . . . . . . $(62,323) $(49,499)
====== ======
The Company has recorded tax benefits amounting to $1.9 million, $3.6
million and $1.6 million in 1995, 1994 and 1993, respectively, resulting from
the exercise of stock options and warrants. This benefit has been recorded in
capital in excess of par value.
The Internal Revenue Service (the "IRS") has completed an examination of
the Company's consolidated income tax returns for the years ended March 31,
1988 through 1991. The results of the completed examination did not have a
material effect on the Company's financial position, results of operations or
liquidity. The IRS has also notified the Company that an examination will be
conducted for the year ended March 31, 1993. Management believes that the
results of the pending examination will not have a material effect on the
Company's financial position, results of operations or liquidity.
F-22
51 AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(13) INCOME TAXES - (Continued)
In fiscal 1994, the Company retroactively adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes,"
(Statement No. 109) as of April 1, 1992. The adoption of Statement No. 109
had no material impact on the Company's results of operations or retained
earnings. The effect of adopting Statement No. 109 at April 1, 1992 was to
establish a current deferred tax asset of $2.3 million, increase net property
and equipment and goodwill by $9.0 million and $100 thousand, respectively,
and to increase deferred tax liabilities by $11.4 million. The restatement at
March 31, 1993 resulted in a current deferred tax asset of $2.2 million, an
increase in net property and equipment and goodwill of $10.9 million and $3.0
million, respectively, and an increase in deferred tax liabilities of $16.1
million.
(14) BENEFIT PLANS
(a) Pension and Profit Sharing Plans
The Company has a defined contribution 401(k) plan covering substantially
all full-time employees. Under the terms of the plan, the Company makes
matching contributions up to two percent of participants' wages plus
additional discretionary profit sharing contributions based upon the
profitability of the Company. Amounts expensed under the plan for 1995, 1994
and 1993 were $4.7 million, $3.3 million and $2.3 million, respectively.
During 1993, the Company authorized termination of two defined benefit
pension plans effective December 31, 1992. At December 31, 1994, the plans'
projected benefit obligations approximate the plans' net assets available for
benefits. The settlement of the vested benefit obligations by the purchase of
nonparticipating annuity contracts or lump-sum payments for covered employees
is expected to be completed during 1996 or 1997. No significant gain or loss
is anticipated when the plans' benefit obligations are settled.
Certain subsidiaries of the Company participate in multi-employer
pension plans which provide defined benefits to union employees. Contributions
are made to the plans in accordance with negotiated labor contracts. The
Company has not taken any action to terminate or withdraw from these plans.
Management believes that the Company's liability, if any, for multi-employer
plan withdraw liability will not have a material effect on the Company's
financial position, results of operations, or liquidity. Amounts expensed
under these plans for 1995 and 1994 were $418 thousand and $227 thousand,
respectively.
(b) Employee Stock Purchase Plan
During January 1994, the Company established an employee stock purchase
plan (the "Plan") to encourage and assist employees to acquire an equity
interest in the Company. The Plan is authorized to issue 1 million shares of
common stock. Generally, employees may elect to have 1 to 15 percent of their
gross pay withheld to buy Airgas, Inc. common stock at 85 to 95 percent of the
market value depending upon base salary levels. Market value under the Plan
is either the employees' enrollment date market value or the quarterly
purchase date market value, whichever is lower. An employee may lock-in a
purchase price for up to 27 months. The Plan is designed to comply with the
requirements of section 423 of the Internal Revenue Code.
F-23
52
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(14) BENEFIT PLANS - (Continued)
Under the Plan, 150,102 and 29,735 shares were issued at an average
purchase price of $18.03 and $17.99 per share during 1995 and 1994,
respectively.
(c) Other Employee Benefits
The Company sponsors a multi-employer postretirement medical benefit plan
for certain employees of one subsidiary under a collective bargaining
agreement. In accordance with SFAS 106 "Employers Accounting for
Postretirement Benefits Other Than Pensions" and APB Opinion No. 16 "Business
Combinations", the postretirement benefit obligation was recorded at the
acquisition date.
The net postretirement benefit expense for the year ended March 31, 1995
was $88 thousand. The Company's funded postretirement benefit obligation was
$837 thousand at March 31, 1995.
In determining the APBO, the discount rate used to estimate the actuarial
present value of other postretirement benefits was 8.25% at March 31, 1995.
The assumed rate of increase in the health care cost trend rate for employees
less than age 65 was 9.75% for March 31, 1995, declining gradually to 6.0%
over the next four years. For employees 65 and older, the assumed rate of
increase is 6.62% for March 31, 1995, declining gradually to 5.5% over the
next four years. A 1% increase in the healthcare cost trend rate would have
increased net postretirement benefit expense approximately $17 thousand and
the APBO approximately $124 thousand at March 31, 1995.
The Company does not have any significant benefit arrangements related to
SFAS No. 112 "Employers' Accounting for Postemployment Benefits," and
accordingly, the effects of adopting Statement No. 112 were immaterial.
(15) RELATED PARTIES
The Chairman and Vice President -- Corporate Development, were partners
in the law firm which provides legal services to the Company. During the years
ended March 31, 1995, 1994 and 1993, fees paid to the law firm totalled $525
thousand, $551 thousand, and $395 thousand, respectively.
The Company is a party to a sales agency agreement for the sale of
carbon products with a company which is a greater than five percent
stockholder and a director of which is a former director of the Company. The
sales agency agreement expires in October 2003. During the years ended March
31, 1995, 1994 and 1993, the Company paid approximately $543 thousand, $515
thousand and $495 thousand, respectively, under this agreement.
A member of the Company's board of directors is the president of a
national producer and distributor of industrial gases, welding supplies and
related equipment in the Southeastern United States. During the years ended
March 31, 1995 and 1994, this company paid $914 thousand and $1.1 million,
respectively to a joint venture of the Company for the purchase of calcium
carbide.
F-24
53
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(16) LEASES
The Company leases certain distribution facilities and equipment under
long-term operating leases with varying terms. Most leases contain renewal
options and in some instances, purchase options. Rentals under these long-term
leases (exclusive of real estate taxes, insurance, and other expenses payable
under the terms of the leases) for the years ended March 31, 1995, 1994 and
1993, amounted to $12.9 million, $9.7 million and $7.6 million, respectively.
Additionally, the Company leases certain operating facilities from employees
of the Company who were previous owners of businesses acquired.
During 1995, the Company entered into certain operating leases with a
trust established by a commercial bank. The trust is committed to purchase
real estate properties up to an aggregate amount of $25 million. The trust
holds title to the properties and leases the properties to the Company. The
rental payments are based on LIBOR plus an applicable margin and the cost of
the property acquired by the trust. The Company has entered into interest
rate swap agreements in a notional principal amount of $10 million to hedge
the effects of fluctuations in the LIBOR based rental rate.
At the expiration of the leases with the trust in 1999, the Company has
the option to purchase the real properties at amortized cost or assist in the
sale of the properties to a third party. The Company has guaranteed a portion
of the debt outstanding against these properties in the event the proceeds of
a sale are not sufficient to cover the trust's investment in the properties.
At March 31, 1995, the Company had a contingent guarantee of approximately
$4.2 million related to this lease facility.
At March 31, 1995, future minimum lease payments under noncancellable
operating leases are as follows: (in thousands)
______________
1996 . . . . . . . . . . . . . . . . . . $13,561
1997 . . . . . . . . . . . . . . . . . . 10,784
1998 . . . . . . . . . . . . . . . . . . 8,719
1999 . . . . . . . . . . . . . . . . . . 5,900
2000 . . . . . . . . . . . . . . . . . . 3,523
2001 and thereafter. . . . . . . . . . . 5,533
______
$48,020
======
F-25
54
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(17) COMMITMENTS AND CONTINGENCIES
The Company is involved in various legal and regulatory proceedings which
have arisen in the ordinary course of its business and have not been finally
adjudicated. These actions, when ultimately concluded and determined, will
not, in the opinion of management, have a material adverse effect upon the
Company's consolidated financial position, results of operations or liquidity.
(18) CASH FLOWS
Cash paid for interest expense and income taxes was as follows:
Years Ended March 31,
___________________________
(In thousands) 1995 1994 1993
______________ ____ ____ ____
Interest . . . . . . . . . . . . . . . . . . . $19,011 $13,502 $12,457
Income taxes (net of refunds). . . . . . . . . 11,411 5,333 4,450
====== ====== ======
The total purchase price, fair value of assets acquired, cash paid and
liabilities assumed for business acquisitions is described in note 2.
During 1995 and 1994, the Company entered into capital lease obligations
for approximately $3.7 million and $700 thousand, respectively.
During 1995, the Company retired 1.9 million shares of treasury stock.
(19) MINORITY INTEREST IN SUBSIDIARIES
Minority interests in subsidiaries represent the minority shareholders'
proportionate share of the equity and the results of operations of certain
subsidiaries. Under the terms of exchange rights agreements between the
Company and minority shareholders, the Company, under certain circumstances,
may require or permit exchange of the minority interests of a subsidiary
for common stock of the Company. The agreements provide the minority
shareholders with the right to exchange their subsidiary shares for common
stock of the Company on August 31, 1995 or any other exchange date designated
by the Board of Directors. Each exchange will be based on the fair value of
the subsidiary's shares and the market price of the Company's common stock as
of valuation dates designated by the Board of Directors.
F-26
55
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
On February 28, 1994 and July 1, 1992, in connection with optional
exchanges, certain minority shareholders elected to exchange their minority
interests for an aggregate of 83,366 and 702,000 shares of common stock,
respectively. The market price of the Company's common stock on February 28,
1994 and July 1, 1992 was $20.875 and $7.438 per share, respectively . The
acquisition of the minority interests has been recorded using the purchase
method of accounting.
During 1995, 1994 and 1993, the Company sold minority interests in
certain of its subsidiaries to employees based on the estimated fair market
value of the subsidiary shares. These sales of subsidiary shares were
accounted for as capital transactions and, therefore, no gain or loss was
recorded.
(20) SUMMARY BY BUSINESS SEGMENT
The Company, through its subsidiaries, is principally engaged in two
related businesses: 1) the distribution of industrial, medical and specialty
gases, and the distribution of protective and welding equipment; and 2) the
manufacture of products for the industrial gas industry.
Industrial, medical and specialty gases are distributed through the
Company's subsidiaries which operate in four divisions with locations in 37
states and Canada. The industrial gas distribution market is broad and
includes most major industries.
F-27
56
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
Products manufactured by the Company include nitrous oxide, a gas with
applications in the medical, food packaging and certain high technology
electronic industries and calcium carbide and carbon products for the
production of acetylene gas and for the non-ferrous metal industry.
(In thousands) Distribution Manufacturing Total
______________ ____________ _____________ _____
1995
Net sales. . . . . . . . . . . . . . . . $654,381 $ 33,602 $687,983
Operating income . . . . . . . . . . . . 66,521 6,079 72,600
Assets . . . . . . . . . . . . . . . . . 613,320 32,317 645,637
Depreciation and amortization. . . . . . 35,548 1,320 36,868
Additions to plant and equipment
excluding business acquisitions. . . . . 35,961 751 36,712
1994
Net sales . . . . . . . . . . . . . . . 486,836 32,513 519,349
Operating income . . . . . . . . . . . . 42,399 6,268 48,667
Assets . . . . . . . . . . . . . . . . . 487,701 27,196 514,897
Depreciation and amortization. . . . . . 29,101 1,470 30,571
Additions to plant and equipment
excluding business acquisitions. . . . . 20,515 803 21,318
1993
Net sales . . . . . . . . . . . . . . . 379,899 30,872 410,771
Operating income . . . . . . . . . . . . 28,443 5,924 34,367
Assets . . . . . . . . . . . . . . . . . 375,718 23,759 399,477
Depreciation and amortization. . . . . . 26,540 1,505 28,045
Additions to plant and equipment
excluding business acquisitions. . . . . 13,792 910 14,702
Corporate operating expenses are allocated between the Company's
distribution and manufacturing business segments based on relative sales
dollars.
F-28
57
AIRGAS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(21) SUPPLEMENTARY INFORMATION (UNAUDITED)
Summary By Quarter
This table summarizes the unaudited results of operations for each
quarter of 1995 and 1994:
(In thousands, except per share data) First Second Third Fourth
_____________________________________ _____ ______ _____ ______
1995
Net sales . . . . . . . . . . . . . . . $159,462 $164,986 $174,112 $189,423
Operating income. . . . . . . . . . . . 15,701 17,115 18,577 21,207
Net earnings. . . . . . . . . . . . . . 6,789 7,460 7,790 9,440
Net earnings per share (1):
Primary . . . . . . . . . . . . . . . $ .21 $ .23 $ .24 $ .29
Fully diluted . . . . . . . . . . . . $ .21 $ .23 $ .24 $ .29
1994 (2)
Net sales . . . . . . . . . . . . . . . $115,934 $126,763 $130,081 $146,571
Operating income. . . . . . . . . . . . 10,233 11,645 12,041 14,748
Net earnings. . . . . . . . . . . . . . 4,192 4,633 5,055 6,410
Net earnings per share (1):
Primary . . . . . . . . . . . . . . . $ .13 $ .14 $ .16 $ .20
Fully diluted . . . . . . . . . . . . $ .13 $ .14 $ .16 $ .20
__________________
(1) Earnings per share calculations for each of the quarters are based on the
weighted average number of shares outstanding in each period. Therefore,
the sum of the quarters do not necessarily equal the full year earnings
per share.
(2) Effective April 1, 1993, the Company changed its estimate of the useful
lives of its acetylene and high pressure cylinders from 20 to 30 years.
This change was made to better reflect the estimated periods during which
these assets will remain in service. The change had the effect of
reducing depreciation expense in 1994 by approximately $3.1 million and
increasing net earnings by $1.9 million or $.06 per share.
F-29
58
(21) SUPPLEMENTARY INFORMATION (UNAUDITED) - (Continued)
Financial Summary
Years Ended March 31, (6)
________________________________
(In thousands, except per share 1995 1994 1993 1992 1991
amounts) (3)
_______________________________ ____ ____ ____ ____ ____
Operating Results
Net sales . . . . . . . . . . .$687,983 $519,349 $410,771 $351,491 $322,478
Depreciation and amortization(1) 36,868 30,571 28,045 23,670 21,410
Operating income. . . . . . . . 72,600 48,667 34,367 26,316 17,286
Interest expense, net . . . . . 17,625 12,486 11,403 12,838 15,179
Income taxes(2) . . . . . . . . 23,894 16,027 10,811 7,718 3,400
Net earnings. . . . . . . . . . 31,479 20,290 12,469 7,292 1,166
Earnings Per Share (4):
Primary:
Net earnings . . . . . . . . .$ .96 $ .63 $ .40 $ .27 $ .05
Fully diluted:
Net earnings . . . . . . . . .$ .96 $ .63 $ .39 $ .26 $ .05
______________________________________________________________________________
Balance Sheet Data
Working capital . . . . . . . .$ 54,084 $ 47,071 $ 40,253 $ 39,425 $ 48,774
Total assets. . . . . . . . . . 645,637 514,897 399,477 338,218 307,576
Current portion of long-term
debt. . . . . . . . . . . . . . 11,780 10,304 9,923 10,026 7,383
Long-term debt. . . . . . . . . 259,970 205,311 158,629 151,098 149,826
Stockholders' equity (5). . . . 189,652 156,867 127,571 104,931 91,779
__________________
(1) Effective April 1, 1993, the Company changed its estimate of the useful
lives of its acetylene and high pressure cylinders from 20 to 30 years.
This change was made to better reflect the estimated periods during which
these assets will remain in service. The change had the effect of
reducing depreciation expense in 1994 by approximately $3.1 million and
increasing net earnings by $1.9 million or $.06 per share.
(2) The Company has retroactively adopted Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," (Statement No. 109) as
of April 1, 1992. Statement No. 109 required the use of the liability
method of accounting for deferred income taxes. The adoption of Statement
No. 109 had no material impact on the Company's results of operations or
retained earnings.
(3) During 1991, the Company recorded a $4.2 million pre-tax restructuring
charge related to the disposal of certain businesses and severance costs
associated with downsizing of the Company. Including the restructuring
charge, operating losses of these businesses totalled $5.3 million during
1991. During 1992 and 1993, the restructured businesses were sold.
(4) See notes 3 and 9 to the Company's consolidated financial statements for
information regarding earnings per share calculations and stock split
information.
(5) The Company has not paid any dividends.
(6) During the fiscal years 1991 through 1995, the Company acquired 99
industrial gas distributors.
F-30
59
SCHEDULE II
CONSOLIDATED
AIRGAS, INC. AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended March 31, 1995, 1994 and 1993
(In thousands of dollars)
Column A Column B Column C
________ ________ ________
Additions
_________
Charged
Balance at Charged to (Credited)
Beginning Cost and to Other
Description of Period Expense Accounts
____________ _________ __________ ____________
1995 Accounts Receivable --
Allowance for doubtful accounts . . $ 4,207 $ 3,102 $ 1,033 (1)
LIFO cost reserve . . . . . . . . . 659 402 --
Insurance reserves. . . . . . . . . 5,341 17,038 132
1994 Accounts Receivable --
Allowance for doubtful accounts . . $ 3,392 $ 2,884 $ 1,155 (1)
LIFO cost reserve . . . . . . . . . 465 194 --
Insurance reserves. . . . . . . . . 7,046 13,031 165
1993 Accounts Receivable --
Allowance for doubtful accounts . . $ 2,947 $ 2,185 $ 1,054 (1)
LIFO cost reserve . . . . . . . . . 441 24 --
Insurance reserves. . . . . . . . . 5,087 10,998 106
(COLUMNS CONTINUED ON NEXT PAGE)
F-31
60
SCHEDULE II
CONSOLIDATED
AIRGAS, INC. AND SUBSIDIARIES
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended March 31, 1995, 1994 and 1993
(In thousands of dollars)
(Columns Continued)
Column A Column D Column E
________ ________ ________
Balance
at End of
Description Deductions Period
____________ ______________ ________
1995 Accounts Receivable --
Allowance for doubtful accounts . . . $ (4,181) (2) $ 4,161
LIFO cost reserve . . . . . . . . . . -- 1,061
Insurance reserves. . . . . . . . . . (16,207) 6,304
1994 Accounts Receivable --
Allowance for doubtful accounts . . . $ (3,224) (2) $ 4,207
LIFO cost reserve . . . . . . . . . . -- 659
Insurance reserves. . . . . . . . . . (14,901) 5,341
1993 Accounts Receivable --
Allowance for doubtful accounts . . . $ (2,794) (2) $ 3,392
LIFO cost reserve . . . . . . . . . . -- 465
Insurance reserves. . . . . . . . . . (9,145) 7,046
________
(1) Includes collections on accounts previously written-off and allowances for
doubtful accounts of businesses acquired less the allowance for doubtful
accounts of businesses sold.
(2) Write-off of uncollectible accounts.
F-31, Continued