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 22, 2000
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 No.)
10 Thurber Boulevard, Smithfield, Rhode Island 02917-1896
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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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(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
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Pursuant to Form 8-K, General Instruction F, the Company hereby
incorporates by reference the press release attached hereto as Exhibit 99.
Item 7. Financial Statements and Exhibit List.
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Exhibit Exhibit Title
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Exhibit 99 Press Release dated February 22, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed in its behalf
by the undersigned hereunto duly authorized.
BACOU USA, INC.
By /s/ Philip B. Barr
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Philip B. Barr
President and Chief Executive Officer
Dated: February 23, 2000
EXHIBIT 99
Contact: At the Financial Relations Board:
401-233-0333 212-661-8030
Sandra Souto Analyst Information: John McNamara
Investor Relations Media Information: David Closs
General Information: Jeff Bogart
FOR IMMEDIATE RELEASE
February 22, 2000
BACOU REPORTS RECORD FOURTH-QUARTER AND FULL YEAR 1999 RESULTS
Q4 EARNINGS PER SHARE OF $0.35 - UP 12.9% OVER Q4 '98 OF $0.31
Q4 NET INCOME - UP 12.2% TO $6.2 MILLION FROM $5.5
MILLION FOR Q4 `98
FULL YEAR '99 EARNINGS PER SHARE UP 29.4% TO
RECORD $1.54 PER SHARE FROM $1.19 IN `98
FULL YEAR '99 NET INCOME UP 29.4% TO
RECORD $27.2 MILLION FROM $21.0 MILLION IN `98
Smithfield, R.I., February 22, 2000 -- Bacou USA, Inc. (NYSE: BAU), a
leading manufacturer of personal protection equipment, today reported record
sales, net income and earnings per share for the fourth quarter and year ended
December 31, 1999.
"Our financial results - sales, net income and earnings per share -
represent record achievements for both the quarter and year" said Phil Barr,
President and CEO of Bacou. "Our growth is coming not only as a result of our
acquisition strategy, but also internally - as both our hearing protection and
respiratory product lines achieved double digit growth for the quarter."
Bacou's net income for the fourth quarter of 1999 increased to $6.2 million
from $5.5 million for the fourth quarter of 1998--up 12.2%. As for net income
per basic and diluted share, Bacou reported $0.35 for the fourth quarter of
1999, up 12.9% from $0.31 for the fourth quarter of 1998.
Net sales for the fourth quarter of 1999 increased 31.4% to $71.4 million,
compared with 1998 fourth-quarter net sales of $54.3 million. Net sales for
Bacou's safety segment were $50.9 million in the fourth quarter of 1999 compared
to $47.9 million in 1998, an increase of 6.2%. Net sales for the optical frames
and instruments segment were $6.5 million in the fourth quarter of 1999 compared
to $6.4 million in 1998. Sales for the 1999-quarter also included sales of $14.0
million resulting from Bacou's glove segment, which was acquired on April 1,
1999.
Bacou's net income for the year ended December 31, 1999, increased to a
record $27.2 million from $21.0 million for 1998 - up 29.4%. Excluding
non-recurring items in both periods, the company's net income grew to $27.5
million for 1999 from $25.8 million for 1998--up 6.8%. As for net income per
basic and diluted share, Bacou reported a record $1.54 for 1999, up 29.4% from
$1.19 for 1998. Excluding non-recurring items for both periods, Bacou's net
income for 1999 was $1.56 per basic and diluted share, up 6.8% from $1.46 per
basic and diluted share for 1998.
"Despite a slow start, and international results that were below
expectation, we still achieved meaningful growth in 1999," said Mr. Barr.
"Looking ahead to the year 2000, we believe that we should be able to achieve in
the range of 9% to 12% growth of earnings per share provided that the economy
continues at its current level of strength, which would translate to earnings
per share in the range of $1.70 to $1.75 for the full year."
For the year ended December 31, 1999, the company reported EBITDA totaling
$68.8 million, up 13.5% from $60.6 million in 1998. The company defines EBITDA
as operating income before depreciation, amortization and non-recurring items.
For the year, depreciation and amortization totaled $17.3 million in 1999 and
$14.2 million in 1998.
At December 31, 1999, the company's balance sheet included total assets of
$371.4 million, working capital of $44.0 million, long-term debt of $120.3
million and stockholders' equity of $181.5 million. Working capital increased
$13.1 million from $30.9 million at December 31, 1998, primarily due to
increases in trade receivables. Trade receivables increased due to higher sales
volume, the effect of eliminating early-pay discounts at the company's Howard
Leight division effective January 1, 1999, and by $6.3 million as a result of
the acquisition of Perfect Fit Glove.
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(TM), Survivair(R),
Pro-Tech(R), Biosystems(TM), Titmus(R), LaserVision(TM) 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,
including the text of today's conference call.
To receive additional information on
Bacou USA, Inc., via fax, at no
charge, dial 1-800-PRO-INFO and
enter code BAU.
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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, 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
(in thousands, except per share data)
<TABLE>
<CAPTION>
Three Months Ended Year Ended
December 31, December 31,
Statement of income data (quarterly data unaudited): 1999 1998 1999 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $71,375 $54,303 $272,797 $219,581
Cost of sales 39,002 26,572 145,038 105,856
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Gross profit 32,373 27,731 127,759 113,725
Operating expenses:
Selling 10,750 8,977 39,502 35,660
General and administrative 5,871 5,416 22,597 22,895
Research and development 1,455 1,057 5,274 4,000
Purchased in-process research and development -- -- -- 4,680
Amortization of intangible assets 2,447 2,087 9,440 7,748
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Total operating expenses 20,523 17,537 76,813 74,983
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Operating income 11,850 10,194 50,946 38,742
Total other expense 2,292 1,702 8,591 6,054
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Income before income taxes 9,558 8,492 42,355 32,688
Income taxes 3,385 2,992 15,165 11,678
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Net income (1) $ 6,173 $ 5,500 $ 27,190 $ 21,010
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Basic earnings per share (1) $ 0.35 $ 0.31 $ 1.54 $ 1.19
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Diluted earnings per share (1) $ 0.35 $ 0.31 $ 1.54 $ 1.19
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Weighted average shares outstanding:
Basic 17,630 17,607 17,624 17,601
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Diluted 17,655 17,724 17,696 17,723
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Other information:
Depreciation and amortization $ 17,287 $ 14,154
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EBITDA (defined by the company as operating income
before depreciation, amortization and non-recurring items) $ 68,823 $ 60,614
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</TABLE>
(1) The Company completed its acquisition of Perfect Fit Glove Co., Inc. and
affiliates on April 1, 1999, and its acquisition of Howard S. Leight &
Associates, Inc. on February 27, 1998. Excluding non-recurring items
relating to these acquisitions, net income and earnings per share would
have been as follows:
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended Year Ended
December 31, December 31,
1999 1998 1999 1998
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<S> <C> <C> <C> <C>
Net income $ 6,173 $ 5,500 $ 27,544 $ 25,793
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Basic and diluted earnings per share $ 0.35 $ 0.31 $ 1.56 $ 1.46
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</TABLE>
BACOU USA, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
December 31, December 31,
1999 1998
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Balance Sheet Data (in thousands, except share data):
ASSETS
Current assets:
<S> <C> <C>
Cash and cash equivalents $ 10,272 $ 1,090
Trade accounts receivable, net 41,653 27,110
Inventories 42,433 38,246
Other current assets 1,634 1,069
Deferred income taxes 3,733 2,138
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Total current assets 99,725 69,653
Other assets 3,032 182
Property and equipment, net 74,410 53,998
Intangible assets, net 194,258 169,937
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Total assets $371,425 $293,770
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current installments of long-term debt $ 23,637 $ 15,714
Accounts payable 10,559 8,959
Accrued expenses 20,492 12,242
Income taxes payable 1,027 1,828
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Total current liabilities 55,715 38,743
Long-term debt 120,256 92,050
Deferred income taxes 11,550 6,311
Other liabilities 2,449 2,754
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Total liabilities 189,970 139,858
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Common stock subject to a put option -- 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, 50,000,000 shares authorized,
17,629,865 shares in 1999 and 17,610,465 shares in 1998
issued and outstanding (including shares in 1998 subject
to a put option) 18 17
Additional paid-in capital 73,060 63,258
Retained earnings 108,377 81,187
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Total stockholders' equity 181,455 144,462
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Total liabilities and stockholders' equity $371,425 $293,770
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</TABLE>
