UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): October 12, 1998
------------------------------------------------------------------------------
BACOU USA, INC.
-------------------------
(Exact name of registrant as specified in its charter)
DELAWARE
-----------------
(State or other jurisdiction of incorporation)
0-28040 05-0470688
- -------------------------------------------------------------------------------
(Commission file number) (IRS Employer Identification Number)
10 Thurber Boulevard, Smithfield, RI 02917
--------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 401-233-0333
-----------------
<PAGE>
Item 5. OTHER EVENTS
(a) On October 12, 1998, Bacou USA, Inc. (the "Company") issued a Press
Release announcing its earnings for the third quarter of 1998 and for nine
months year to date.
(b) Exhibits
Item 601
Exhibit Exhibit Title
----------- ---------------
Exhibit 99 Press Release
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
BACOU USA, INC.
Registrant
By:/s/Philip B. Barr
-----------------------------
Philip B. Barr
Executive Vice President and
Chief Financial Officer
Dated: October 14, 1998
Contact:
At the Company: At the Financial Relations Board:
401-233-0333 212-661-8030
Philip B. Barr, Jr. Analyst Information: John McNamara
Chief Financial Officer Media Information: Alan Goldsand
Investor Relations General Information: Jeff Bogart
FOR IMMEDIATE RELEASE
October 12, 1998
BACOU REPORTS THIRD-QUARTER AND NINE MONTH 1998 RESULTS
Q3 Earnings -- Up 24.1% to $6.7 Million From Q3 '97 $5.4 Million
Q3 Earnings per share - Up 22.6% to $0.38 from $0.31
Nine Month YTD Earnings Up 31.8% to $20.3 Million From $15.4 Million in `97
Nine Month YTD Earnings per share Up 29.2% to $1.15 From $0.89 in `97
[All prior to non-recurring items]
SMITHFIELD, R.I., October 12, 1998 -- Bacou USA, Inc. (NYSE: BAU), a leading
manufacturer of personal protective equipment, today reported earnings for the
third quarter ended September 30, 1998.
Bacou's net income for the third quarter of 1998 increased to $6.7 million
from $2.5 million for the third quarter of 1997--up 172%. Excluding
non-recurring charges (none in the 1998 period and $2.9 million in 1997 relating
to the acquisition of the company's Biosystems business unit), net income growth
was 24.1% from $5.4 million in the 1997 quarter to $6.7 million in the 1998
quarter.
As for net income per basic and diluted share, Bacou reported $0.38 for the
third quarter of 1998, up 171% from $0.14 for the third quarter of 1997.
Excluding non-recurring charges (none in the 1998 period and $0.17 per share in
1997 relating to the acquisition of the company's Biosystems business unit),
Bacou's net income for the third quarter of 1998 was $0.38 per basic and diluted
share, up 22.6% from $0.31 per basic and diluted share for the third quarter of
1997.
As previously announced, net sales for the third quarter of 1998 increased
59.2% to $56.9 million, compared with 1997 third-quarter net sales of $35.7
million. Net sales for the 1998 quarter include sales resulting from the
acquired businesses of Howard Leight Industries and Biosystems for three full
months, whereas the 1997 period did not include any sales resulting from these
acquired businesses.
"Again in the third quarter, our sales, profits and earnings per share have
shown tremendous growth against last year," said Walter Stepan, Vice Chairman,
President and Chief Executive Officer of Bacou USA. "Our strategy of selective
acquisitions and internal growth has proven to be very successful. Business
units acquired in 1997 and 1998 are adding to both net sales and net earnings,
and we continue to have double digit year-to-date internal growth overall."
Bacou's net income for the first nine months of 1998 increased to $13.9
million from $10.8 million for the nine-month period in 1997--up 28.7%.
Excluding non-recurring charges in both periods, the company's net income grew
to $20.3 million for the 1998 period from $15.4 million for the 1997 period--up
31.8%.
As for net income per basic and diluted share, Bacou reported $0.79 for the
nine months ended September 30, 1998, up 27.4% from $0.62 for the 1997 period.
Excluding non-recurring charges for both periods, Bacou's net income for the
1998 period was $1.15 per basic and diluted share, up 29.2% from $0.89 per basic
and diluted share for 1997.
For the nine months ended September 30, 1998, net sales for Bacou USA were
$165.3 million, up 75.0% from $94.4 million in 1997, as previously announced.
"We have nine month year-to-date earnings per share of $1.15, and trailing
twelve month earnings per share of $1.38, excluding non-recurring items," said
Stepan. "We were really surprised to see that our shares closed at $15 on
Friday, less than eleven times the trailing twelve months eps. I believe that
our shares are the victim of sellers who have abandoned any considerations of
value or fundamental analysis in their panicky retreat from the small
capitalization stocks. We are the same company we were at our twelve month high
of 25 3/8 on July 20, and remain optimistic about the prospects for Bacou USA
because our business has a leadership position in a stable industry, has shown
consistent growth with high levels of profitability, is well financed and has a
strong management team which is successfully following a well defined business
strategy."
Bacou USA, Inc. designs, manufactures and sells leading brands of products
that protect the sight, hearing and respiratory systems of workers, as well as
related instrumentation including vision screeners, gas monitors and test
equipment for self-contained breathing apparatus. The company's products,
marketed under Uvex(R), Howard Leight(R), Survivair(R), Pro-Tech(R), Biosystems,
Titmus(R), LaserVision and Lase-R Shield brand names, are sold principally to
industrial safety distributors, fire fighting equipment distributors and optical
laboratories. News and information about Bacou USA is available on the Worldwide
Web at http://www.bacouusa.com.
To receive additional information on Bacou USA, Inc.,
via fax, at no charge, dial 1-800-PRO-INFO and enter code BAU
###
Statements contained in this press release that are not historical facts are
forward-looking statements that are made pursuant to the safe harbor provisions
of the Private Securities and Litigation Reform Act of 1995. In addition, words
such as "believes", "anticipates", "expects" and similar expressions are
intended to identify forward-looking statements. Forward-looking statements
involve risks and uncertainties, including but not limited to the timely
development and acceptance of new products, the impact of competitive products
and pricing, changing market conditions, the successful integration of
acquisitions, continued availability and favorable pricing of raw materials, the
ability of the company and its key vendors to successfully respond to year 2000
issues and the other risks detailed in the company's prospectus filed March 27,
1996 and from time to time in other filings. Actual results may differ
materially from those projected. These forward-looking statements represent the
company's judgment as of the date of this release. The company disclaims,
however, any intent or obligation to update these forward-looking statements.
(Financial table follows)
<PAGE>
<TABLE>
<CAPTION>
BACOU USA, INC. AND SUBSIDIARIES
Income Statement Data Three Months Ended Nine Months Ended
(unaudited; in thousands, except per share data) September 30, September 30,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $56,899 $35,744 $165,278 $ 94,455
Cost of sales 26,738 17,941 79,284 45,185
------------- ------------- ------------- ---------------
Gross profit 30,161 17,803 85,994 49,270
Operating expenses:
Selling 9,273 5,418 26,683 15,359
General and administrative 5,420 3,016 17,479 7,643
Research and development 1,211 391 2,943 488
Purchased in-process research and development 0 2,421 7,118 3,721
Amortization of intangibles 2,104 1,093 5,661 2,912
------------- ------------- ------------- ---------------
Total operating expenses 18,008 12,339 59,884 30,123
Operating income 12,153 5,464 26,110 19,147
Total other (income) expense 1,667 92 4,352 (481)
------------- ------------- ------------- ---------------
Income before taxes 10,486 5,372 21,758 19,628
Income taxes 3,811 2,919 7,852 8,798
============= ============= ============= ===============
Net income (1) $ 6,675 $ 2,453 $ 13,906 $ 10,830
============= ============= ============= ===============
Earnings per share:(1)
Basic $0.38 $0.14 $0.79 $0.62
Diluted $0.38 $0.14 $0.79 $0.62
============= ============= ============= ===============
Weighted average shares outstanding:
Basic 17,604 17,318 17,599 17,314
Diluted 17,788 17,353 17,722 17,329
============= ============= ============= ===============
</TABLE>
(1)The company completed acquisitions of Survivair, Inc., Biosystems, Inc., and
Howard S. Leight & Associates, Inc. (d/b/a Howard Leight Industries) on May 29,
1997, September 30, 1997, and February 27, 1998, respectively. Excluding
non-recurring items relating to these acquisitions and excluding a severance
charge recorded in 1998 in connection with the June 1998 resignation of the
president of the company's Howard Leight Industries subsidiary, net income and
earnings per share would have been as follows:
<TABLE>
<CAPTION>
<PAGE>
Three Months Ended Nine Months Ended
September 30, September 30,
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income $6,675 $5,351 $20,296 $15,367
Earnings per share (basic and diluted) $0.38 $0.31 $1.15 $0.89
</TABLE>
<TABLE>
<CAPTION>
BACOU USA, INC. AND SUBSIDIARIES
Balance Sheet Data June 30, December 31, 1997
(unaudited; in thousands) 1998
------------------ --------------------
ASSETS
Current assets:
Cash and cash equivalents $ $ 1,277
<S> <C>
1,338
Trade accounts receivable, net 28,376 16,099
Inventories 30,176 23,449
Prepaid expenses 5,199 3,502
Deferred income taxes 2,050 1,426
------------------ --------------------
Total current assets 67,139 45,753
Property and equipment, net 48,192 35,880
Intangible assets, net 174,293 70,718
------------------ --------------------
Total assets $ 289,624 $ 152,351
================== ====================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 15,714 $ --
Accounts payable 6,313 5,523
Accrued compensation and benefits 6,010 2,939
Other accrued expenses 7,288 1,752
Income taxes payable 1,273 1,030
------------------ --------------------
Total current liabilities 36,598 11,244
Long-term debt 103,657 --
Deferred income taxes 6,475 6,051
Other liabilities 2,770 2,704
------------------ --------------------
Total liabilities 149,500 19,999
------------------ --------------------
Common stock subject to a put option 9,450 9,450
------------------ --------------------
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, 17,602,365 shares
in 1998 and 17,590,714 shares in 1997 issued and outstanding (including
shares subject to a
put option) 17 17
Additional paid-in capital 63,129 62,588
Retained earnings 67,528 60,297
------------------ --------------------
Total stockholders' equity 130,674 122,902
------------------ --------------------
Total liabilities and stockholders' equity $ 289,624 $ 152,351
================== ====================
</TABLE>
