Airgas, Inc. 259 N. Radnor-Chester Road Suite 100 Radnor, PA 19087-5283 www.airgas.com AIRGAS NEWS RELEASE - -------------------------------------------------------------------------------- Exhibit 99.1 Investor Contact: Media Contact: - ----------------- -------------- Melissa Nigro (610) 902-6206 James Ely (610) 902-6010 melissa.nigro@airgas.com jim.ely@airgas.com For release: IMMEDIATELY AIRGAS REPORTS SECOND QUARTER EPS OF $0.26 RADNOR, PA - October 29, 2003 -- Airgas, Inc., (NYSE: ARG) today reported earnings for its second quarter ended September 30, 2003. Net earnings for the quarter were $19.1 million, or $0.26 per diluted share, compared to $19.2 million, or $0.27 per diluted share, in the same period a year ago. Second quarter results include insurance-related losses of $2.8 million, or $0.02 per diluted share, for previously announced incidents at two of the Company's facilities. Second quarter sales increased 2% to $460 million, while total same-store sales were essentially flat compared to the same quarter a year ago, reflecting continued weakness in manufacturing and other industrial segments. Same-store sales in the Distribution segment were down 1%, driven by a 2% decline in hardgoods. Same-store sales for the Gas Operations segment increased 4%, attributed to sales from the Hopewell, Virginia CO2 plant, which began operations in January 2003. Net earnings for the six months ended September 30, 2003 were $0.51 per diluted share compared to prior year results of $0.46 per diluted share. The six months ended September 30, 2002 included charges of $2.9 million ($2.2 million after tax), or $0.03 per diluted share, related to a special charge for the integration of the Air Products acquisition ($2.7 million) and a net divestiture loss. "I am pleased with our operational and financial performance in the second quarter," said Airgas Chairman and Chief Executive Officer Peter McCausland. "Airgas associates are managing well in a tough environment. We will continue to manage our costs conservatively until it becomes clearer that the industrial economy is on the mend." Free Cash Flow for the six months ended September 30, 2003 was $33 million compared to $29 million in the prior year, driving a $22 million reduction in adjusted debt. The definition of free cash flow and a reconciliation to the attached Consolidated Statement of Cash Flows, as well as the definition of adjusted debt and a reconciliation to the balance sheet are attached. McCausland continued, "Daily sales rates improved sequentially throughout the quarter, with September posting the highest level we've seen since December. October trends are running slightly behind September. We are cautiously optimistic, although it is important to remember that the industrial economy still has a long road to recovery. We have adjusted the range for our full year earnings per share guidance to $1.03 to $1.10, specifically reflecting the insurance related losses of $0.02 per share in the second quarter." The Company will conduct an earnings teleconference on Thursday, October 30, 2003, beginning at 11:00 a.m. Eastern Time. Access the teleconference by calling (800) 811-8824. This press release, slides to be presented during the Company's teleconference and information about how to access a live and on-demand webcast of the teleconference are available in the `Investor Info' section on the Company's Internet site www.airgas.com. The telephone replay will be accessible for one week starting October 30th at approximately 1 p.m. Eastern Time by calling (888) 203-1112 and entering passcode 256959. ABOUT AIRGAS, INC. Airgas, Inc. is the largest U.S. distributor of industrial, medical and specialty gases, welding, safety and related products. Its integrated network of nearly 800 locations includes branches, retail stores, gas fill plants, specialty gas labs, production facilities and distribution centers. Airgas also distributes its products and services through eBusiness, catalog and telesales channels. Its national scale and strong local presence offer a competitive edge to its diversified customer base. For more information, please visit www.airgas.com. FORWARD-LOOKING STATEMENTS This press release may contain statements that are forward looking, as that term is defined by the Private Securities Litigation Reform Act of 1995 or by the Securities and Exchange Commission in its rules, regulations and releases. These statements include, but are not limited to, statements regarding: continuing efforts to manage costs conservatively until the industrial economy strengthens; being cautiously optimistic about sales and the economy; and the range of expected earnings per share for fiscal 2004. The Company intends that such forward-looking statements be subject to the safe harbors created thereby. All forward-looking statements are based on current expectations regarding important risk factors and should not be regarded as a representation by the Company or any other person that the results expressed therein will be achieved. Important factors that could cause actual results to differ materially from those contained in any forward-looking statement include: the success of the Company's ability to execute on its strategic initiatives of improving operational efficiency and growing sales and market share; an economic downturn; increased industry competition; adverse changes in customer buying patterns; significant fluctuations in interest rates; political and economic uncertainties associated with current world events; and other factors described in the Company's reports, including Form 10-K dated March 31, 2003 and Form 10-Q dated June 30, 2003, filed by the Company with the Securities and Exchange Commission. Consolidated statements of earnings, consolidated condensed balance sheets, consolidated statements of cash flows, and a reconciliation of non-GAAP financial measures follow. AIRGAS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Amounts in thousands, except per share data) (Unaudited) Three Months Ended Six Months Ended September 30, September 30, 2003 2002 2003 2002 ------ ------ ------ ------ Net sales $460,452 $451,053 $921,508 $908,721 ------- ------- ------- ------- Costs and expenses: Cost of products sold (excl. deprec.) 220,361 214,087 441,494 436,353 Selling, distribution and administrative expenses 178,175 174,737 356,636 351,036 Depreciation 19,824 18,169 39,115 36,628 Amortization 1,331 1,636 2,842 3,376 Special charges (a) -- -- -- 2,694 ------- ------- ------- ------- Total costs and expenses 419,691 408,629 840,087 830,087 ------- ------- ------- ------- Operating income 40,761 42,424 81,421 78,634 Interest expense, net (10,295) (12,040) (20,730) (25,161) Discount on securitization of trade receivables (801) (899) (1,669) (1,750) Other income (expense), net (185) (129) (358) (252) Equity in earnings unconsolidated affiliates 1,347 1,364 2,047 2,296 ------- ------- ------- ------- Earnings before income tax expense 30,827 30,720 60,711 53,767 Income tax expense 11,714 11,520 23,070 20,523 ------- ------- ------- ------- Net earnings $ 19,113 $ 19,200 $ 37,641 $ 33,244 ======= ======= ======= ======= Basic earnings per share $ .26 $ .27 $ .52 $ .47 Diluted earnings per share $ .26 $ .27 $ .51 $ .46 Weighted average shares outstanding: Basic 72,600 70,400 72,200 70,100 Diluted 74,400 71,900 74,100 72,000 See attached notes. AIRGAS, INC. AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (Amounts in thousands) (Unaudited) September 30, March 31, 2003 2003 ------ ------ ASSETS Trade accounts receivable, net (b) $ 82,009 $ 71,346 Inventories, net 158,663 151,405 Deferred income tax asset, net 18,058 17,688 Prepaids and other current assets 29,198 30,143 ----------- ----------- TOTAL CURRENT ASSETS 287,928 270,582 Property, plant and equipment, net (c) 901,265 869,492 Goodwill 439,886 437,709 Other intangible assets, net 18,214 19,832 Other non-current assets 102,862 102,628 ----------- ----------- TOTAL ASSETS $ 1,750,155 $ 1,700,243 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Accounts payable, trade $ 78,008 $ 85,375 Accrued expenses and other current liabilities 104,721 121,292 Current portion of long-term debt 580 2,229 ----------- ----------- TOTAL CURRENT LIABILITIES 183,309 208,896 Long-term debt (b)(c) 684,017 658,031 Deferred income taxes 221,359 209,140 Other non-current liabilities (c) 15,798 27,243 Stockholders' equity 645,672 596,933 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 1,750,155 $ 1,700,243 =========== =========== See attached notes. AIRGAS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) (Unaudited) Six Months Ended Six Months Ended September 30, 2003 September 30, 2002 ------------------ ------------------ CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 37,641 $ 33,244 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation 39,115 36,628 Amortization 2,842 3,376 Deferred income taxes 10,600 (3,006) Equity in earnings of unconsolidated affiliates (2,047) (2,296) Loss on divestitures -- 241 (Gain) loss on sales of plant and equipment 217 (85) Stock issued for employee stock purchase plan 4,384 4,502 Changes in assets and liabilities, excluding effects of business acquisitions and divestitures: Securitization of trade receivables (6,200) 20,500 Trade receivables, net (3,404) (20,589) Inventories, net (6,569) 6,264 Prepaid expenses and other current assets 575 18,533 Accounts payable, trade (7,384) 1,437 Accrued expenses and other current liabilities (4,241) (12,131) Other assets 76 (1,755) Other liabilities 2,340 (2,989) ------- ------- Net cash provided by operating activities 67,945 81,874 ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (42,151) (34,271) Proceeds from sales of plant and equipment 3,133 2,748 Proceeds from divestitures -- 3,167 Business acquisitions, holdbacks and other settlements of acquisition related liabilities (5,852) (4,816) Dividends and fees from unconsolidated affiliates 1,098 1,402 Other, net (1,728) (686) ------- ------- Net cash used in investing activities (45,500) (32,456) ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from borrowings 136,461 167,229 Repayment of debt (151,871) (224,157) Dividends paid to stockholders (5,866) -- Exercise of stock options 7,353 4,998 Cash overdraft (8,522) 2,512 ------- ------- Net cash used in financing activities (22,445) (49,418) ------- ------- Change in cash Cash - Beginning of period $ -- $ -- Cash - End of period -- -- ------- ------- $ -- $ -- ======= ======= See attached notes Notes: (a) Special charges of $2.7 million ($1.7 million after tax) for the six months ended September 30, 2002 consist of a restructuring charge related to the integration of the business acquired from Air Products in the fourth quarter of fiscal 2002 and costs related to the consolidation of the Company's procurement functions. The special charges include facility exit costs associated with the closure of certain Airgas facilities and severance for approximately 130 employees. (b) The Company participates in a securitization agreement with two commercial banks to sell up to $175 million of qualified trade receivables. Net proceeds from the securitization were used to reduce borrowings under the Company's revolving credit facilities. The amount of outstanding receivables under the agreement was $152.7 million and $158.9 million at September 30, 2003 and March 31, 2003, respectively. (c) Since October 1999, the Company has leased certain real estate and equipment from a grantor trust (the "Trust") established by a commercial bank under a sale-leaseback arrangement. The Trust was not consolidated for financial reporting purposes. Effective July 1, 2003, the Company has elected to early adopt Financial Accounting Standards Board Interpretation No. 46, which requires the consolidation of the Trust. The consolidation of the Trust resulted in the Company recording assets of $29 million and debt of $42 million, while eliminating a deferred gain of $13 million that was previously carried on the balance sheet as a long-term liability. Consolidation of the Trust was a non-cash transaction. (d) Business segment information for the Company's Distribution and Gas Operations segments is shown below: Three Months Ended Three Months Ended September 30, 2003 September 30, 2002 ------------------ ------------------ (In thousands) Dist. Gas Ops. Elim Combined Dist. Gas Ops. Elim Combined ------ --------- ----- --------- ------ -------- ----- --------- Gas and rent $217,481 $52,154 $(10,026) $259,609 $214,905 $49,700 $(9,817) $254,788 Hardgoods 200,215 1,318 (690) 200,843 195,424 1,342 (501) 196,265 -------- ------- --------- -------- -------- ------- -------- -------- Total net sales 417,696 53,472 (10,716) 460,452 410,329 51,042 (10,318) 451,053 Cost of products sold, excl. deprec. expense 207,195 23,882 (10,716) 220,361 201,549 22,856 (10,318) 214,087 Selling, distribution and administrative expenses 161,289 16,886 178,175 158,858 15,879 174,737 Depreciation expense 16,645 3,179 19,824 15,325 2,844 18,169 Amortization expense 1,189 142 1,331 1,518 118 1,636 -------- ------- -------- -------- ------- -------- Operating income 31,378 9,383 40,761 33,079 9,345 42,424 -------- ------- -------- -------- ------- -------- Six Months Ended Six Months Ended September 30, 2003 September 30, 2002 ------------------ ------------------ (In thousands) Dist. Gas Ops. Elim Combined Dist. Gas Ops. Elim Combined ------ --------- ----- --------- ------ --------- ----- -------- Gas and rent $437,888 $100,226 $(19,624) $518,490 $431,862 $93,367 $(18,657) $506,572 Hardgoods 401,663 2,667 (1,312) 403,018 400,522 2,641 (1,014) 402,149 -------- -------- --------- -------- -------- ------- --------- -------- Total net sales 839,551 102,893 (20,936) 921,508 832,384 96,008 (19,671) 908,721 Cost of products sold, excl. deprec. expense 416,344 46,086 (20,936) 441,494 412,998 43,026 (19,671) 436,353 Selling, distribution and administrative expenses 323,239 33,397 356,636 319,471 31,565 351,036 Depreciation expense 32,815 6,300 39,115 31,001 5,627 36,628 Amortization expense 2,546 296 2,842 3,135 241 3,376 Special charges -- -- -- 2,694 -- 2,694 -------- -------- -------- -------- ------- -------- Operating income 64,607 16,814 81,421 63,085 15,549 78,634 -------- -------- -------- -------- ------- -------- Reconciliation of Non-GAAP Financial Measures (Unaudited) - --------------------------------------------------------- Free Cash Flow: -------------- Reconciliation of net cash provided by operating activities per the Consolidated Statement of Cash Flows to Free Cash Flow: Six Months Ended Six Months Ended (Amounts in thousands) September 30, 2003 September 30, 2002 ------------------ ------------------ Net cash provided by operating activities $67,945 $81,874 PLUS: Dividends and fees from equity affiliates 1,098 1,402 LESS: Cash (provided) used by the securitization of trade receivables 6,200 (20,500) Capital expenditures (42,151) (34,271) ------- ------- Free Cash Flow $33,092 $28,505 ======= ======= The Company believes Free Cash Flow provides investors meaningful insight into the Company's ability to generate cash from continuing operations, which can be used at management's discretion for acquisitions, the repayment of debt or to support other investing and financing activities. Reduction of Adjusted Debt: ---------------------------- Reconciliation of the change in debt per the Balance Sheet to the decrease in debt adjusted for off-balance sheet and non-cash items ("adjusted debt"): Change in Adjusted (Amounts in thousands) September 30, 2003 March 31, 2003 Debt ------------------ -------------- ------------------- Debt $684,597 $660,260 $24,337 Adjustments to Debt: Securitization of Trade Receivables 152,700 158,900 (6,200) Lease Obligation with a Trust(1) -- 42,097 (42,097) Interest Rate Swap Agreements (15,864) (17,681) 1,817 -------- -------- -------- Adjusted Debt $821,433 $843,576 $(22,143) ======== ======== ======== (1) As a result of the consolidation of the Trust as disclosed in note (c), the lease obligation with the Trust has been classified as debt at September 30, 2003. The Company uses Adjusted Debt to provide investors with a more accurate and meaningful measure of the change in the Company's obligation to repay debt by adjusting for non-cash items and funds received (or repaid) under the trade receivables securitization program.