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): February 8, 1999
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BACOU USA, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
0-28040 05-0470688
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(Commission file number) (IRS Employer Identification Number)
10 Thurber Boulevard, Smithfield, RI 02917
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 401-233-0333
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<PAGE>
Item 5. OTHER EVENTS
(a) On February 8, 1999, Bacou USA, Inc. (the "Company") issued a Press
Release announcing that net income for 1998 was $21.0 million, an
increase of 45.7% over 1997 and that net income for the 4th quarter of
1998 was $5.5 million, an increase of 53.1% over the same period in
1997.
(b) Exhibits
Item 601
Exhibit Exhibit Title
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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, Jr.
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Philip B. Barr
Executive Vice President and
Chief Financial Officer
Dated: February 9, 1999
Contact:
At the Company: At the Financial Relations Board:
401-233-0333 212-661-8030
Philip B. Barr Analyst Information: John McNamara
Chief Financial Officer Media Information: Alan Goldsand
Investor Relations General Information: Jeff Bogart
FOR IMMEDIATE RELEASE
February 8, 1999
BACOU REPORTS RECORD FOURTH-QUARTER AND FULL YEAR 1998 RESULTS
Q4 Earnings - Up 33.6% to $5.5 Million from Q4 '97 $4.1 Million
Q4 Earnings per share - Up 34.8% to $0.31 from $0.23
Full Year '98 Earnings Up 32.3% to $25.8 Million From $19.5 Million in '97
Full Year '98 Earnings per share Up 30.4% to $1.46 From $1.12 in '97
[All prior to non-recurring items]
Smithfield, R.I., February 8, 1999 -- Bacou USA, Inc. (NYSE: BAU), a
leading manufacturer of personal protection equipment, today reported record
earnings for the fourth quarter and year ended December 31, 1998.
Bacou's net income for the fourth quarter of 1998 increased to $5.5 million
from $3.6 million for the fourth quarter of 1997-up 53.1%. Excluding
non-recurring adjustments (none in the 1998 period and $0.5 million in 1997
relating to the acquisition of the company's Biosystems business unit), net
income growth was 33.6% from $4.1 million in the 1997 quarter to $5.5 million in
the 1998 quarter.
As for net income per basic and diluted share, Bacou reported $0.31 for the
fourth quarter of 1998, up 47.6% from $0.21 for the fourth quarter of 1997.
Excluding non-recurring adjustments (none in the 1998 period and $0.02 per share
in 1997 relating to the acquisition of the company's Biosystems business unit),
Bacou's net income for the fourth quarter of 1998 was $0.31 per basic and
diluted share, up 34.8% from $0.23 per basic and diluted share for the fourth
quarter of 1997.
As previously announced, net sales for the fourth quarter of 1998 increased
49.1% to $54.3 million, compared with 1997 fourth quarter net sales of $36.4
million. Net sales for the 1998 quarter include sales resulting from the
acquired business of Howard Leight Industries for three full months, whereas the
1997 period did not include any sales from this acquired business.
"Again in the fourth 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 achieved double digit year-on-year internal
growth overall."
Bacou's net income for the year ended December 31, 1998 increased to a
record $21.0 million from $14.4 million for 1997 - up 45.7%. Excluding
non-recurring adjustments in both periods, the company's net income grew to
$25.8 million for 1998 from $19.5 million for 1997-up 32.3%.
As for net income per basic and diluted share, Bacou reported $1.19 for
1998, up 43.4% from $0.83 for 1997. Excluding non-recurring adjustments for both
periods, Bacou's net income for 1998 was $1.46 per basic and diluted share, up
30.4% from $1.12 per basic and diluted share for 1997.
For the year ended December 31, 1998, net sales for Bacou USA were $219.6
million, up 67.8% from $130.9 million in 1997, as previously announced. The
company attributed the increases to both acquisitions and internal sales growth.
Bacou USA acquired its Biosystems and Survivair divisions in 1997, and its
Howard Leight division in February 1998. If Bacou USA had owned these businesses
for the same periods in 1997 as it did in 1998, the year-to-year sales
comparison would show growth from $197.6 million in 1997 to $219.6 million in
1998, representing pro forma internal growth of 11.1%.
"Looking back on 1998, there were several highlights," said Mr. Stepan.
"First, we achieved an extraordinary internal growth rate of 11.1% through a
combination of innovative new products, aggressive marketing and promotions.
Second, we delivered on our promise to broaden our product lines by entering the
hearing protection business through the acquisition of Howard Leight Industries.
Third, we made substantial progress toward bringing our seven acquired
businesses together into a cohesive, single business serving the industrial and
fire safety markets. In 1999, we are continuing to aggressively pursue increased
market share through internal growth, seeking to enter new product categories
through acquisition and continuing the process of integrating our acquired
businesses."
In connection with its acquisition of Howard Leight Industries on February
27, 1998, Bacou recorded a one-time charge equal to $7.1 million for the
acquisition of in-process research and development. The value for in-process
research and development as initially recorded was determined by independent
valuation and conformed to Generally Accepted Accounting Principles. In a recent
letter to the American Institute of Certified Public Accountants, the Securities
Exchange Commission established new guidelines for valuation of in-process
research and development. Bacou also announced today that it will voluntarily
restate its first quarter 1998 results to give effect to these new guidelines,
reducing the one-time charge from $7.1 million to $4.7 million, increasing first
quarter net income as previously reported from $1.1 million to $2.7 million and
increasing first quarter earnings per share from $0.06 to $0.15.
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(registered trademark), Howard Leight(registered trademark),
Survivair(registered trademark), Pro-Tech(registered trademark), Biosystems,
Titmus(registered trademark), 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 tables follow)
<PAGE>
BACOU USA, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
Income Statement Data
(unaudited quarterly information; in Three Months Year Ended
thousands, except per share data) Ended December 31,
December 31,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Net sales $ 54,303 $ 36,415 $ 219,581 $ 130,869
Cost of sales 26,572 19,283 105,856 64,467
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Gross profit 27,731 17,132 113,725 66,402
Operating expenses:
Selling 8,977 6,301 35,660 21,658
General and administrative 5,416 3,540 22,895 11,184
Research and development 1,057 622 4,000 1,110
Purchased in-process research and development 0 0 4,680 3,721
Amortization of intangibles 2,087 1,182 7,748 4,095
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Total operating expenses 17,537 11,645 74,983 41,768
Operating income 10,194 5,487 38,742 24,634
Total other (income) expense 1,702 105 6,054 (376)
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Income before taxes 8,492 5,382 32,688 25,010
Income taxes 2,992 1,790 11,678 10,588
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Net income (1) $ 5,500 $ 3,592 $ 21,010 $ 14,422
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Earnings per share:(1)
Basic $ 0.31 $ 0.21 $ 1.19 $ 0.83
Diluted $ 0.31 $ 0.21 $ 1.19 $ 0.83
========= ========= ========= =========
Weighted average shares outstanding:
Basic 17,607 17,590 17,601 17,383
Diluted 17,724 17,657 17,723 17,411
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</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>
Three Months Ended Year Ended
December 31, December 31,
1998 1997 1998 1997
<S> <C> <C> <C> <C>
Net income $ 5,500 $ 4,118 $ 25,793 $ 19,498
Earnings per share (basic and diluted) $ 0.31 $ 0.23 $ 1.46 $ 1.12
Year Ended
December 31,
1998 1997
Other Information:
Depreciation and amortization $ 14,154 $ 8,618
EBITDA (Earnings before interest,
taxes, depreciation,
amortization and non-recurring items) $ 60,614 $ 39,176
</TABLE>
<TABLE>
BACOU USA, INC. AND SUBSIDIARIES
<CAPTION>
Balance Sheet Data December 31, December 31,
(in thousands) 1998 1997
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ASSETS
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 1,090 $ 1,277
Trade accounts receivable, net 27,110 16,099
Inventories 38,246 23,449
Other current assets 1,251 3,502
Deferred income taxes 2,138 1,426
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Total current assets 69,835 45,753
Property and equipment, net 53,998 35,880
Intangible assets, net 169,937 70,718
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Total assets $ 293,770 $ 152,351
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 15,714 $ -
Accounts payable 8,959 5,523
Accrued compensation and benefits 8,234 2,939
Other accrued expenses 4,008 1,752
Income taxes payable 1,828 1,030
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Total current liabilities 38,743 11,244
Long-term debt 92,050 -
Deferred income taxes 6,311 6,051
Other liabilities 2,754 2,704
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Total liabilities 139,858 19,999
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Common stock subject to a put option 9,450 9,450
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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,
17,610,465 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 63,258 62,588
Retained earnings 81,307 60,297
Accumulated other comprehensive income (120) -
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Total stockholders' equity 144,462 122,902
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Total liabilities and stockholders' equity $ 293,770 $ 152,351
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</TABLE>
