<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1996
--------------
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 number 0-28040
-------
BACOU USA, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 05-0470688
-------- ----------
(State or other jurisdiction of incorporation or (I.R.S. Employer
organization) Identification No.)
10 THURBER BOULEVARD, SMITHFIELD, RHODE ISLAND 02917-1896
---------------------------------------------------------
(Address of principal executive offices)
(Zip Code)
(401) 233-0333
--------------
(Registrant's telephone number, including area code)
- - --------------------------------------------------------------------------------
(Former name, former address and former fiscal year if changed
since last report)
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 No X
----- -----
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
----- -----
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date. CLASS: COMMON STOCK, $.001
PAR VALUE; OUTSTANDING: 17,310,000 AS OF MAY 13, 1996
1
<PAGE> 2
BACOU USA, INC.
<TABLE>
INDEX
<CAPTION>
Page No.
--------
<S> <C>
Part I. Financial Information
---------------------
Item 1. Financial Statements
Consolidated Condensed Balance Sheets
December 31, 1995 and March 31, 1996 3
Consolidated Condensed Statements of Income
Three Months ended March 31, 1995 and 1996 4
Consolidated Condensed Statements of Cash Flow
Three Months Ended March 31, 1995 and 1996 5
Notes to Consolidated Condensed Financial Statements 6 - 7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 8 - 10
Part II. Other Information
-----------------
Item 4. Submission of Matters to a Vote of
Security Holders 11
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 12
</TABLE>
2
<PAGE> 3
<TABLE>
BACOU USA, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
<CAPTION>
March 31, 1996 (Unaudited)
December 31, ------------------------------
1995 Actual Proforma (Note 1)
----------- ------ -----------------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 1,210,247 $ 2,122,065 $ 5,508,315
Trade accounts receivable, net 10,803,126 13,582,458 13,582,458
Inventories 18,205,258 17,485,123 17,485,123
Prepaid expenses 1,383,206 2,058,591 1,058,591
Recoverable income taxes 442,873 -- --
Deferred income taxes 762,193 304,000 304,000
------------ ------------ ------------
Total current assets 32,806,903 35,552,237 37,938,487
------------ ------------ ------------
Property and equipment, net 20,792,562 20,206,381 20,206,381
Intangible assets, net 50,869,949 50,422,674 50,422,674
------------ ------------ ------------
Total assets $104,469,414 $106,181,292 $108,567,542
============ ============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 20,000,000 $ 19,000,000 $ --
Accounts payable 2,936,939 2,197,759 2,197,759
Accrued compensation and benefits 1,934,794 1,909,581 1,909,581
Other accrued expenses 3,528,986 4,520,009 4,520,009
Income taxes payable -- 1,554,515 1,554,515
------------ ------------ ------------
Total current liabilities 28,400,719 29,181,864 10,181,864
------------ ------------ ------------
Long-term debt, excluding current installments 29,000,000 26,000,000 --
Deferred income taxes 1,370,494 1,195,000 1,195,000
------------ ------------ ------------
Total liabilities 58,771,213 56,376,864 11,376,864
------------ ------------ ------------
Stockholders' equity:
Preferred stock, $.001 par value, 5,000,000 shares
authorized, no shares issued and outstanding -- -- --
Common stock, $.001 par value, 25,000,000 shares
authorized, 13,860,000 actual shares and 17,310,000
proforma shares issued and outstanding 13,860 13,860 17,310
Additional paid-in capital 19,186,140 19,186,140 66,568,940
Retained earnings 26,498,201 30,604,428 30,604,428
------------ ------------ ------------
Total stockholders' equity 45,698,201 49,804,428 97,190,678
------------ ------------ ------------
Total liabilities and stockholders' equity $104,469,414 $106,181,292 $108,567,542
============ ============ ============
</TABLE>
See accompanying notes to consolidated condensed financial statements.
3
<PAGE> 4
<TABLE>
BACOU USA, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
<CAPTION>
(Unaudited)
Three months ended
March 31,
1995 1996
---- ----
<S> <C> <C>
Net sales $17,405,809 $26,287,840
Cost of sales 7,375,853 11,724,739
----------- -----------
Gross profit 10,029,956 14,563,101
Operating expenses:
Selling 2,277,760 4,115,726
General and administrative 872,128 1,956,426
Amortization of intangible assets 690,264 1,061,171
----------- -----------
Total operating expenses 3,840,152 7,133,323
----------- -----------
Operating income 6,189,804 7,429,778
----------- -----------
Other expenses (income):
Interest expense:
Bacou, S.A 235,371 --
Other 276,225 806,635
----------- -----------
511,596 806,635
Interest income (42,529) (27,724)
Other (25,243) (80,447)
----------- -----------
Total other expense 443,824 698,464
----------- -----------
Income before income taxes 5,745,980 6,731,314
Income taxes 2,240,932 2,625,087
----------- -----------
Net income $ 3,505,048 $ 4,106,227
=========== ===========
Net income per share of common stock $ 0.25 $ 0.30
=========== ===========
Weighted average shares of common stock 13,860,000 13,860,000
=========== ===========
</TABLE>
See accompanying notes to consolidated condensed financial statements.
4
<PAGE> 5
<TABLE>
BACOU USA, INC. AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
<CAPTION>
(Unaudited)
-------------------------------------------------
Three months ended March 31,
Proforma
Actual (Note 1)
1995 1996 1996
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income $3,505,048 $ 4,106,227 $ 4,106,227
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization 1,156,461 1,965,621 1,965,621
Deferred income taxes 33,661 282,699 282,699
Change in assets and liabilities:
Trade accounts receivable 466,077 (2,779,332) (2,779,332)
Inventories (491,513) 720,135 720,135
Prepaid expenses 221,228 (675,385) 324,615
Accounts payable 82,044 (739,180) (739,180)
Accrued expenses (205,072) 965,810 965,810
Income taxes 939,166 1,997,388 1,997,388
---------- ----------- ------------
Net cash provided by operating activities 5,707,100 5,843,983 6,843,983
---------- ----------- ------------
Cash flows from investing activities:
Capital expenditures (642,500) (853,884) (853,884)
Acquisition of businesses, including direct costs
of acquisition, net of cash acquired -- (78,281) (78,281)
---------- ----------- ------------
Net cash used in investing activities (642,500) (932,165) (932,165)
---------- ----------- ------------
Cash flows from financing activities:
Repayment of long-term debt -- (4,000,000) (49,000,000)
Proceeds from issuance of common stock,
net of expenses -- -- 47,386,250
---------- ----------- ------------
Net cash used in financing activities -- (4,000,000) (1,613,750)
---------- ----------- ------------
Net increase in cash and cash equivalents 5,064,600 911,818 4,298,068
Cash and cash equivalents at beginning of period 453,138 1,210,247 1,210,247
---------- ----------- ------------
Cash and cash equivalents at end of period $5,517,738 $ 2,122,065 $ 5,508,315
========== =========== ============
Supplemental disclosures of cash flow information:
Cash paid during the period for interest $ 511,596 $ 122,456 $ 122,456
========== =========== ============
Cash paid during the period for income taxes $1,224,000 $ 345,000 $ 345,000
========== =========== ============
</TABLE>
See accompanying notes to consolidated condensed financial statements.
5
<PAGE> 6
BACOU USA, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 1996
(UNAUDITED)
1. BASIS OF PRESENTATION
The accompanying consolidated condensed financial statements (financial
statements) include the accounts of Bacou USA, Inc. and its wholly-owned
subsidiaries (the Company). The Company designs, manufactures and sells personal
protective equipment, including non-prescription protective eyewear, frames for
prescription protective eyewear, respirators, vision screening equipment and
laser protective eyewear.
The financial statements have been prepared pursuant to rules and regulations of
the Securities and Exchange Commission for interim financial information,
including the instructions to Form 10-Q and Rule 10-01 of Regulation S-X.
Accordingly, certain information and footnote disclosures normally required in
complete financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted. Effective August 1, 1995,
the Company elected to change its fiscal year end from July 31 to December 31.
Operating results for 1995 have been presented for quarterly periods that
coincide with the new fiscal year. In the opinion of management these financial
statements include all adjustments, consisting only of normal recurring
adjustments, necessary for a fair presentation of the results of operations for
the interim periods presented. The results of operations for interim periods,
however, may not be indicative of the results that may be expected for a full
year.
<TABLE>
In April 1996 the Company completed a public offering of its common stock.
Proceeds from the sale of 3,450,000 shares, net of underwriters discount and
estimated expenses of issuance, totaled approximately $47.4 million. Proceeds
were used to repay all outstanding bank indebtedness ($45.0 million at March 31,
1996). The accompanying proforma balance sheet and proforma statement of cash
flows give effect to these transactions as if they had occurred effective March
31, 1996. A summary of pro forma adjustments and the effect on total assets,
total liabilities, and stockholders' equity is as follows:
<CAPTION>
Pro Forma Pro Forma
Actual Adjustments Amounts
------------ ---------------- ------------
<S> <C> <C> <C>
Total Assets $106,181,292 $ 48,386,250 (1) $108,567,542
(45,000,000)(2)
(1,000,000)(3)
Total Liabilities 56,376,864 (45,000,000)(2) 11,376,864
Stockholders' Equity 49,804,428 48,386,250 (1) 97,190,678
(1,000,000)(3)
<FN>
(1) To record proceeds from sale of 3,450,000 shares of common stock, net of underwriters discount.
(2) To record repayment of indebtedness.
(3) To charge estimated deferred costs of raising capital to stockholders' equity.
</TABLE>
6
<PAGE> 7
2. TRADE ACCOUNTS RECEIVABLE
An allowance for doubtful accounts is deducted from trade accounts receivable in
the accompanying Consolidated Condensed Financial Statements. The allowance for
doubtful accounts was $656,745 at December 31, 1995 and $690,341 at March 31,
1996.
3. INVENTORIES
<TABLE>
Inventories consist of the following:
<CAPTION>
DECEMBER 31, MARCH 31,
1995 1996
---- ----
<S> <C> <C>
Raw material and supplies ......... $ 7,655,184 $ 6,968,120
Work-in-process ................... 2,824,696 2,518,931
Finished goods .................... 7,725,378 7,998,072
----------- -----------
$18,205,258 $17,485,123
=========== ===========
</TABLE>
4. STOCK OPTIONS
Effective February 26, 1996 the Company adopted the Bacou USA, Inc. 1996 Stock
Incentive Plan (the Plan). The Plan allows for stock-based incentive awards to
be granted to key employees, including incentive stock options, non-qualified
stock options, restricted stock, stock appreciation rights and stock unit
awards. An aggregate of 900,000 shares of Common Stock have been reserved for
issuance under the Plan.
On March 28, 1996 (subject to the initial closing on April 2, 1996 of the public
offering of common stock) incentive and non-qualified stock options were granted
to certain employees for the purchase of up to 377,000 shares of common stock at
an exercise price of $15.00 per share. Options vest 20% on July 31, 1996, and
20% on each of the first, second, third and fourth anniversary dates from the
date of grant.
5. NET INCOME PER SHARE OF COMMON STOCK
<TABLE>
Net income per share of common stock is calculated using the weighted average
number of common shares outstanding during the period, and the net additional
number of shares which would be issuable upon the exercise of stock options,
assuming the Company used the proceeds received upon exercise of the options to
purchase shares at market value (treasury stock method). Stock options are
assumed to be exercised at the beginning of the period or, if later, the date of
grant. Accounting Principles Board Opinion No. 15 requires presentation of
supplementary net income per share of common stock in the event shares of common
stock are sold for cash and a portion or all of the proceeds are used to retire
debt. Assuming the sale of common stock and repayment of debt as described in
note 1 occurred effective January 1, 1996, supplementary per share data for the
three months ended March 31, 1996 would have been as follows:
<CAPTION>
<S> <C>
Supplementary net income per share of common stock $0.27
=====
Supplementary weighted average shares of common stock 17,310,000
==========
</TABLE>
No dividends were declared or paid during the three months ended March 31, 1995
and 1996.
7
<PAGE> 8
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The Company acquired the business of Pro-Tech Respirators, Inc. ("Pro-Tech")
effective March 31, 1995 for approximately $6.8 million, and the Company
acquired all of the outstanding capital stock of Titmus Optical, Inc. ("Titmus")
effective September 29, 1995 for approximately $27.3 million (the
"Acquisitions"). Operating results of Pro-Tech and Titmus have been included in
the consolidated condensed financial statements of the Company for periods
subsequent to their respective acquisition dates.
<TABLE>
The following table presents certain items from the Company's consolidated
condensed statements of income, and such amounts as percentages of net sales,
for the periods indicated (in thousands, except percentages).
<CAPTION>
Three Months Ended March 31
------------------------------------------------
1995 1996
---- ----
<S> <C> <C> <C> <C>
Net sales $17,406 100.0% $26,288 100.0%
Cost of sales 7,376 42.4% 11,725 44.6%
------- ----- ------- -----
Gross profit 10,030 57.6% 14,563 55.4%
------- ----- ------- -----
Operating expenses:
Selling 2,278 13.1% 4,116 15.7%
General and administrative 872 5.0% 1,956 7.4%
Amortization of intangibles 690 4.0% 1,061 4.0%
------- ----- ------- -----
Total operating expenses 3,840 22.1% 7,133 27.1%
------- ----- ------- -----
Operating income 6,190 35.5% 7,430 28.3%
Other expense , net 444 2.5% 699 2.7%
------- ----- ------- -----
Income before income taxes 5,746 33.0% 6,731 25.6%
Income taxes 2,241 12.9% 2,625 10.0%
------- ----- ------- -----
Net income $ 3,505 20.1% $ 4,106 15.6%
======= ===== ======= =====
</TABLE>
Net Sales. Net sales increased 51.0% from $17.4 million for the three months
ended March 31, 1995 to $26.3 million for the three months ended March 31, 1996.
This increase was primarily the result of inclusion of the operations of
Pro-Tech and Titmus, reduced by the effect of the discontinuation of sales of
sports product lines and certain respirator product lines. Export sales of all
products represented 5.8% and 7.8% of net sales in the 1995 and 1996 periods,
respectively.
Cost of Sales. Cost of sales increased 59.0% from $7.4 million for the three
months ended March 31, 1995 to $11.7 million for the three months ended March
31, 1996. The increase was primarily attributable to increased sales volume
resulting from the Acquisitions.
Gross Profit. Gross profit increased 45.2% from $10.0 million for the three
months ended March 31, 1995 to $14.6 million for the three months ended March
31, 1996. As a percentage of net sales, gross profit was 57.6% and 55.4% for the
1995 and 1996 periods, respectively. The Company's consolidated gross margin
declined from the 1995 period to the 1996 period as a result of lower gross
margins at the acquired companies. Decreases in gross margin resulting from the
Acquisitions were offset in part by labor reductions and a non-recurring
purchase accounting adjustment recorded in the 1995 period.
Selling Expenses. Selling expenses increased 80.7% from $2.3 million for the
three months ended March 31, 1995 to $4.1 million for the three months ended
March 31, 1996. The increase resulted primarily from the Acquisitions. Selling
expenses as a percentage of net sales are anticipated to increase during the
second and third quarter of 1996 as the Company follows its strategy of
investing heavily in the marketing and promotion of new products.
8
<PAGE> 9
General and Administrative Expenses. General and administrative expenses
increased 124.3% from $0.9 million for the three months ended March 31, 1995 to
$2.0 million for the three months ended March 31, 1996. The increase resulted
primarily from the Acquisitions and to a lesser extent from the addition of
employees at Bacou USA, Inc.
Amortization of Intangibles. Amortization of intangibles increased 53.8%
from $0.7 million for the three months ended March 31, 1995 to $1.1 million for
the three months ended March 31, 1996. This increase was due to the recording of
intangible assets in connection with the Acquisitions.
Operating Income. As a result of the foregoing, the Company's operating
income increased 20.0% from $6.2 million for the three months ended March 31,
1995 to $7.4 million for the three months ended March 31, 1996.
Other Expense (Income), Net. Other expense (income), net was $0.4 million
and $0.7 million for the three months ended March 31, 1995 and 1996,
respectively. These amounts included interest expense which totaled $0.5 million
and $0.8 million, respectively. The increase resulted from additional borrowings
to finance the Acquisitions. Indebtedness of the Company was repaid in full
during April 1996 and therefore interest expense will decrease in subsequent
periods.
Income Taxes. The Company's effective income tax rate was 39.0% during both
the 1995 and 1996 periods. The effective rate was higher than the federal
statutory rate due primarily to state and local taxes.
Net Income. As a result of the foregoing, the Company's net income increased
by 17.1% from $3.5 million for the three months ended March 31, 1995 to $4.1
million for the three months ended March 31, 1996.
LIQUIDITY AND CAPITAL RESOURCES
Gross cash flow (net income plus non-cash items) increased $1.7 million from
$4.7 million during the 1995 period to $6.4 million during the 1996 period.
In connection with its acquisition of Titmus, the Company is constructing a
new manufacturing facility and will relocate the operations of Titmus. Initial
design of the new building for Titmus is underway and construction is expected
to be completed by October, 1996. The Company currently estimates that the cost
to construct this facility will be between $5.5 million and $6.5 million, with
additional capital requirements of approximately $2.5 million to $3.0 million
for machinery, equipment, furnishings, fixtures and relocation expenses. At
March 31, 1996 there were firm commitments outstanding related to the
construction of the Titmus facility equal to $3.1 million. In addition, the
Company expects that its annual on-going investment in machinery and equipment
during 1996 will be between $3.0 million and $4.8 million. During the three
months ended March 31, 1995 and 1996, actual capital expenditures totaled $0.6
million and $0.9 million, respectively.
The Company had aggregate indebtedness of $49.0 million at December 31,
1995, of which $45.0 million was indebtedness to a foreign commercial bank and
$4.0 million was indebtedness to a domestic commercial bank. During the three
months ended March 31, 1996, indebtedness to the domestic commercial bank was
repaid from cash provided by operations. During April 1996 the Company completed
a public offering of its common stock. Proceeds from the sale of 3,450,000
shares, net of underwriters discount and estimated expenses of issuance, totaled
$47.4 million and were used to repay total indebtedness to the foreign
commercial bank. As of April 30, 1996, the Company had approximately $6.0
million invested in overnight repurchase agreements and high grade municipal
securities.
To supplement cash flow provided by operating activities, the Company
maintains a $3.0 million revolving credit facility which is available for use by
Uvex Safety for its general working capital purposes. The revolving credit
facility is subject to annual renewal and presently expires December 31, 1996.
No amounts were outstanding under this facility as of March 31, 1996. The
Company also has $8.0 million available under a term credit facility with a
domestic commercial bank which can be used for general corporate and other
working capital requirements of Uvex Safety. Both credit facilities require the
Company after April 30, 1996 to maintain a ratio of tangible net worth to total
liabilities of not less than 1.0 to 1.0. The Company believes that its cash flow
provided by operating activities and unused borrowing capacity will be
sufficient to fund capital expenditures, including those to be incurred in
connection with the construction of the new Titmus facility, and to fund the
Company's operating needs through March 31, 1997.
9
<PAGE> 10
SEASONALITY
The Company's business has been subject to slight seasonal variations which
the Company has attributed to fluctuations in industrial activity associated
with annual weather patterns. Traditionally, net sales from October through
December have been somewhat lower than other periods due to anticipated lower
demand in the more inclement winter months, resulting in planned inventory
reductions by major distributors. Historically, net sales from April through
June have been somewhat higher than other periods due to increased industrial
activity, resulting in planned increases in inventory held by major
distributors.
10
<PAGE> 11
Part II. Other Information
-----------------
Item 4. Submission of Matters to a Vote of
Security Holders.
During a Special Meeting of Stockholders held on
February 26, 1996 the following actions were taken:
(a) Approval to amend and restate the corporation's
Certificate of Incorporation to authorize 5,000,000 shares
of preferred stock, $.001 par value.
(b) Approval to amend and restate the corporation's
Certificate of Incorporation to increase the total
authorized common stock from 1,000 shares to 25,000,000
shares and change the par value of each authorized share
of common stock from no par value to $.001.
(c) Approved and adopted the Bacou USA, Inc. 1996 Stock
Incentive Plan.
Each of the above matters was unanimously approved by the vote of 13,860,000
shares which constituted all of the outstanding shares on such date.
11
<PAGE> 12
<TABLE>
Item 6. Exhibits and Reports on Form 8-K
<CAPTION>
(a) Exhibit Index
Exhibit Number Description of Exhibit
-------------- ----------------------
<S> <C> <C>
10.4(g) First Amendment to Loan Agreement
Dated March 26, 1996 by and between Uvex
Safety, Inc. and Citizens Savings Bank.
27 Financial Data Schedule
(b) The registrant filed no reports on Form 8-K during the
quarterly period ended March 31, 1996.
</TABLE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: May 13, 1996
BACOU USA, INC.
(Registrant)
/s/ Philip B. Barr, Jr. /s/ Jeffrey T. Brown
--------------------------------------- ------------------------
Philip B. Barr, Jr., Vice President and Jeffrey T. Brown
Chief Financial Officer Corporate Controller and
Chief Accounting Officer
12
<PAGE> 1
EXHIBIT 10.4(g)
FIRST AMENDMENT TO LOAN AGREEMENT
---------------------------------
THIS AMENDMENT is made as of the 26th day of March, 1996, by and
between CITIZENS SAVINGS BANK, a Rhode Island savings bank with its principal
office located in the City of Providence, Rhode Island ("Lender") and UVEX
SAFETY, INC., a Rhode Island corporation, with its principal office located in
the Town of Smithfield, Rhode Island ("Borrower").
W I T N E S S E T H T H A T :
- - - - - - - - - - - - - -
WHEREAS, Borrower has executed and delivered to Lender a certain loan
agreement dated September 28, 1995 in the original principal amount of
$12,000,000, which is hereby incorporated by reference herein and made a part
hereof (the "Loan Agreement");
WHEREAS, each party desires to amend the Loan Agreement in a manner
hereinafter set forth;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Article 2 of the Loan Agreement is hereby amended by deleting
Section 2.5 in its entirety and replacing it with the following:
"2.5 PURPOSE OF THE LOAN. The purpose of the Loan is to
finance general corporate and working capital requirements of
Borrower."
2. Article 6 of the Loan Agreement is hereby amended by deleting
Section 6.9 in its entirety and replacing it with the following:
"6.9 NET WORTH COVENANT. At all times after April 30, 1996
Borrower shall not allow its ratio of Total Liabilities to Tangible
Net Worth to exceed 1.0 to 1.0, Borrower's compliance hereof to be
tested by Lender as of June 30, 1996, and on each December 31
thereafter, which ratio will be tested on a consolidated basis."
For purposes hereof, consolidated basis shall mean the
consolidated basis of Bacou USA, Inc. ("Bacou"), Borrower and all other
subsidiaries of Bacou."
3. Except as otherwise amended hereby, the Loan Agreement shall remain
in full force and effect and is in all other respects ratified and confirmed.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and year indicated above.
CITIZENS SAVINGS BANK
Witnessed: /s/ Ronda Minkin By: /s/ Bruce Hallworth
----------------------------
Title: Senior Vice President
UVEX SAFETY, INC.
Witnessed: /s/ Philip B. Barr, Jr. By: /s/ W. Stepan
---------------------------
Title: President and CEO
13
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0001006027
<NAME> BACOU USA, INC.
<MULTIPLIER> 1
<CURRENCY> U.S. DOLLARS
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<EXCHANGE-RATE> 1
<CASH> 2,122,065
<SECURITIES> 0
<RECEIVABLES> 13,582,458
<ALLOWANCES> 0
<INVENTORY> 17,485,123
<CURRENT-ASSETS> 35,552,237
<PP&E> 20,206,381
<DEPRECIATION> 0
<TOTAL-ASSETS> 106,181,292
<CURRENT-LIABILITIES> 29,181,864
<BONDS> 26,000,000
<COMMON> 13,860
0
0
<OTHER-SE> 49,790,568
<TOTAL-LIABILITY-AND-EQUITY> 106,181,292
<SALES> 26,287,840
<TOTAL-REVENUES> 26,287,840
<CGS> 11,724,739
<TOTAL-COSTS> 11,724,739
<OTHER-EXPENSES> 7,133,323
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 806,635
<INCOME-PRETAX> 6,731,314
<INCOME-TAX> 2,625,087
<INCOME-CONTINUING> 4,106,227
<DISCONTINUED> 0
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<EPS-PRIMARY> .30
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</TABLE>
