UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 20, 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 7. Financial Statements and Exhibits
Exhibit Exhibit Title
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Exhibit 99 Press Release dated April 20, 1999
<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
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Philip B. Barr
Executive Vice President, Chief
Operating Officer, Chief
Financial Officer and Secretary
Dated: April 23, 1999
Exhibit 99
Contact:
At the Company: At the Financial Relations Board:
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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
April 20, 1999
BACOU USA REPORTS FIRST-QUARTER 1999 RESULTS,
PROVIDES UPDATE ON RECENT ACQUISITION OF PERFECT FIT GLOVE
o Net Sales of $54.6 Million for Q1 '99, Up 10.2% Over Q1 '98 Sales of
$49.5 Million
o Q1 Earnings - Up 100.0% to $5.5 Million from Q1 '98 Earnings of $2.7
Million
o Q1 Earnings Per Share - Up 106.7% to $0.31 from Q1 '98 EPS of $0.15
o Pre-Charge Earnings and EPS in Q1 '98 exceeded Q1 `99
Smithfield, R.I., April 20, 1999 -- Bacou USA, Inc. (NYSE: BAU), a leading
manufacturer of personal protection equipment, today reported its financial
results for the first quarter ended March 31, 1999.
Net sales for the first quarter of 1999 increased 10.2% to $54.6 million,
compared with 1998 first quarter net sales of $49.5 million. Net sales for
Bacou's safety segment increased 11.8% from $41.1 million in 1998 to $45.9
million in 1999, while net sales in the optical frames and instruments segment
increased 2.5% from $8.4 million in 1998 to $8.7 million in 1999. Safety segment
sales for the 1999 quarter included sales resulting from the acquired business
of Howard Leight Industries for three full months, whereas the 1998 period only
included sales for one month from this acquired business.
Bacou's net income for the first quarter of 1999 increased to $5.5 million
from $2.7 million for the first quarter of 1998--up 100.0%. Excluding
non-recurring items (none in the 1999 period and $3.7 million in 1998 relating
to the acquisition of the company's Howard Leight business unit), net income
declined by $1.0 million from the first quarter of 1998.
As for net income per basic and diluted share, Bacou reported $0.31 for the
first quarter of 1999, up 106.7% from $0.15 for the first quarter of 1998.
Excluding non-recurring items (none in the 1999 period and $0.21 per share in
1998 relating to the acquisition of the company's Howard Leight business unit),
Bacou's net income decreased $0.05 per share from the first quarter of 1998.
"Sales results early in the quarter were disappointing, however, we were
pleased to see improving sales trends in March," said Walter Stepan, Vice
Chairman, President and Chief Executive Officer of Bacou USA. "Slower than
anticipated sales in the quarter resulted from softened demand in January and
February as well as changes in our promotional programs, as we previously
announced. For example, we moved our uvex astrospec 3000(R) promotion from the
first to the second quarter, which hurt the first quarter but should help the
second. Considering the year as a whole, we believe that the consequences of
promotional changes will not be adverse and, therefore, we remain optimistic
about our prospects for the remainder of 1999."
"As for operating profit, our first quarter was negatively influenced by
the changes in promotional programs," continued Stepan. "Resulting lower
sales of uvex astrospec 3000(R) eyewear had the greatest effect on year to
year comparisons. We had satisfying growth in sales of new eyewear styles,
respiratory protection products, hearing protection products and optical
frames, but some of these product lines do not carry gross margins
sufficient to make up for the lost margin from lower astrospec sales
volume."
Stepan went on to say: "Bacou USA is a highly profitable company that is
well positioned to take advantage of the consolidation taking place in the
safety industry. We are well-focused on our strategy to grow by acquisition, by
expansion of market share and by penetration of new markets. Our track record of
successfully executing this strategy over the past three years as a public
company speaks for itself, and we are optimistic about achieving our 1999 goals
of record earnings and earnings per share before non-recurring items."
Bacou also announced today that it expects the operating margin of its
recently acquired Perfect Fit Glove business to be in a range of 10 - 12%, prior
to amortization of intangible assets, which is expected to be approximately $1.1
million annually for 30 years. Bacou completed its acquisition of Perfect Fit
Glove Co., Inc. and affiliated businesses on April 1, 1999. The company expects
pre-tax one-time adjustments associated with the transaction to approximate $1.5
million, all of which will be recorded in the second quarter of 1999. As
previously announced, combined annual net sales of Perfect Fit Glove Co., Inc.
and affiliates were approximately $47.3 million for the fiscal year ended
September 30, 1998 and Bacou expects the acquisition to be accretive to earnings
by between one and four cents per share in 1999 prior to these
acquisition-related non-recurring items.
Bacou also announced today that it expects to incur approximately $2.3
million of interest expense in 1999 (based on current interest rate projections)
in connection with the acquisition of Perfect Fit and its affiliates. In recent
filings with the SEC, Bacou disclosed that it financed the acquisition primarily
by borrowing $50.0 million from Banque Nationale de Paris. Bacou also assumed
tax-exempt industrial development bond indebtedness of approximately $6.8
million. The bank debt bears interest at 3-month LIBOR plus 0.60% and provides
for repayment over a seven year term. The revenue bond carries a floating rate
of interest that was most recently set at 3.1% plus an annual credit enhancement
fee of 0.75%.
"With the acquisition of Perfect Fit and its affiliates, we expect our 1999
net sales to exceed $250 million," continued Stepan. "We believe the acquisition
of Perfect Fit is another smart, accretive acquisition that will help our
business expand its leadership position within the personal protective equipment
industry and help us continue to build our impressive track record of
outstanding operating results. Since our 1994 fiscal year, we have achieved
compound annual growth rates (excluding non-recurring, acquisition-related
adjustments) of 42.1% in sales, 26.3% in operating income, 30.2% in EBITDA,
36.2% in net income and 26.5% in earnings per share."
Bacou USA, Inc. designs, manufactures and sells leading brands of products
that protect the sight, hearing, respiratory systems and hands 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), Perfect Fit, Survivair(R),
Pro-Tech(R), Biosystems, Titmus(R), LaserVision and Lase-R Shield(TM) 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)
BACOU USA, INC. AND SUBSIDIARIES
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
(unaudited)
Statement of income data: 1999 1998
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<S> <C> <C>
Net sales $54,575 $49,515
Cost of sales 27,688 24,699
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Gross profit 26,887 24,816
Operating expenses:
Selling 8,693 7,948
General and administrative 4,784 4,966
Research and development 1,209 804
Purchased in-process research and development --- 4,680
Amortization of intangible assets 2,115 1,484
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Total operating expenses 16,801 19,882
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Operating income 10,086 4,934
Total other expense 1,550 796
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Income before income taxes 8,536 4,138
Income taxes 3,062 1,402
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Net income (1) $ 5,474 $2,736
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Basic earnings per share (1) $ 0.31 $ 0.15
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Diluted earnings per share (1) $ 0.31 $ 0.15
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Weighted average shares outstanding:
Basic 17,616 17,594
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Diluted 17,786 17,654
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Other information:
Depreciation and amortization $ 4,133 $ 3,011
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EBITDA (Earnings before interest, taxes, depreciation,
amortization and before non-recurring items) $14,219 $13,909
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</TABLE>
(1) The Company completed its acquisition of Howard S. Leight & Associates,
Inc. (d/b/a Howard Leight Industries) on February 27, 1998. Excluding
non-recurring items relating to this acquisition, net income and earnings
per share would have been as follows:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
1999 1998
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<S> <C> <C>
Net income $ 5,474 $ 6,425
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Basic and diluted earnings per share $ 0.31 $ 0.36
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</TABLE>
<PAGE>
BACOU USA, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
March 31, December 31,
1999 1998
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Balance Sheet Data (in thousands, except share data; unaudited):
ASSETS
Current assets:
<S> <C> <C>
Cash and cash equivalents $34,208 $1,090
Trade accounts receivable, net 32,647 27,110
Inventories 37,823 38,246
Other current assets 2,680 1,251
Deferred income taxes 1,905 2,138
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Total current assets 109,263 69,835
Property and equipment, net 55,084 53,998
Intangible assets, net 167,829 169,937
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Total assets $332,176 $293,770
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $22,857 $15,714
Accounts payable 6,452 8,959
Accrued expenses 8,215 12,242
Income taxes payable 4,227 1,828
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Total current liabilities 41,751 38,743
Long-term debt 121,428 92,050
Deferred income taxes 6,755 6,311
Other liabilities 2,691 2,754
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Total liabilities 172,625 139,858
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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, 17,621,465 shares in 1999 and 17,610,465 shares
in 1998 issued and outstanding (including shares subject to
a put option) 17 17
Additional paid-in capital 63,423 63,258
Retained earnings 86,661 81,187
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Total stockholders' equity 150,101 144,462
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Total liabilities and stockholders' equity $332,176 $293,770
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</TABLE>
