BACOU USA INC
8-K, EX-99, 2000-10-19
OPHTHALMIC GOODS
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Contact:
At the Company
--------------
401-233-0333
Sandra Souto
Investor Relations

FOR IMMEDIATE RELEASE
---------------------
October 17, 2000

              BACOU REPORTS RECORD THIRD-QUARTER SALES AND EARNINGS

      Q3 Net Sales of $81.4 Million - Up 11.6% Over Q3 '99 of $72.9 Million

      Q3 Net Income of $8.6 Million - Up 12.5% Over Q3 '99 of $7.6 Million

     Q3 Diluted Earnings Per Share of $0.48 - Up 11.6% Over Q3 '99 of $0.43

  Nine Month Net Sales of $237.1 Million - Up 17.7% Over '99 of $201.4 Million

   Nine Month Net Income of $25.0 Million - Up 17.1% Over '99 of $21.4 Million

   Nine Month Diluted Earnings Per Share of $1.41 - Up 16.5% Over '99 of $1.21

         [above amounts all prior to non-recurring acquisition charges]


         Smithfield,  R.I.,  October 17, 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 quarter  ended  September  30,
2000.

         "We are pleased to  announce  our sixth  consecutive  quarter of record
operating results," said Philip B. Barr,  President and CEO of Bacou USA. "Sales
growth has remained strong throughout the year. Sales of our hearing protection,
hand  protection  and gas  monitoring  product lines grew at a double digit rate
over 1999 results, and our overall internal growth rate was 9.0% after excluding
the  contribution of our newly acquired  Whiting + Davis business.  In addition,
our  international  business has continued to make significant  contributions to
our  results.  International  sales for our safety  segment  have grown for five
consecutive  quarters,  with an increase during the most recent quarter of 33.9%
over the third quarter of 1999."

         "Operating earnings, EBITDA, net income and earnings per share also set
third quarter records," continued Barr. "As long as the economy continues at its
current level of strength,  we are  expecting to finish the year with  full-year
operating  earnings of  approximately  $1.81 per share,  which  would  represent
annual growth in excess of 15% over 1999."

         "Our previously announced process of evaluating strategic  alternatives
is  progressing  well," said Walter  Stepan,  Co-Chairman of Bacou USA. "We have
received many  expressions of interest  concerning the purchase of Bacou USA and
Bacou S.A.,  and we  currently  believe  that our  ongoing  process is likely to
result in


<PAGE>


Bacou USA Press Release - page 2


a sale of the  business of Bacou USA and Bacou S.A. in their  entireties  to one
purchaser in a single  transaction.  We are hopeful that the evaluation  process
will be completed during the fourth quarter of 2000.  Although we cannot provide
any  assurances at this time whether or not a transaction  will occur,  we would
anticipate that any resulting transaction would be consummated by the early part
of the first quarter of 2001."

         Net  sales  for the  third  quarter  of 2000  increased  11.6% to $81.4
million,  compared with 1999  third-quarter net sales of $72.9 million.  Bacou's
net income,  excluding non-recurring charges,  increased to $8.6 million for the
third quarter of 2000 from $7.6 million for the third quarter of 1999--up 12.5%.
As for net income  per  diluted  share,  Bacou  reported  $0.48  (also  prior to
non-recurring  charges) for the third  quarter of 2000,  up 11.6% from $0.43 for
the third quarter of 1999. As previously  announced,  Bacou  acquired  Whiting +
Davis Safety,  a manufacturer  of metal mesh safety  apparel,  effective July 1,
2000.  Non-recurring  charges of  approximately  $0.01 per share on an after-tax
basis  were  incurred   during  the  third  quarter  in  connection   with  this
acquisition.

         Bacou's net income, excluding non-recurring charges, increased to $25.0
million for the nine-months ended September 30, 2000, from $21.4 million for the
nine-months  of 1999--up  17.1%.  As for net income per diluted  share (prior to
non-recurring charges), Bacou reported $1.41 for the nine-months ended September
30, 2000,  up 16.5% from $1.21 for the  nine-months  of 1999.  Year-to-date  net
sales have  increased  17.7% from  $201.4  million in 1999 to $237.1  million in
2000.

         For the  nine-months  ended  September 30, 2000,  the company  reported
EBITDA totaling $61.2 million,  up 15.7% from $52.9 million in 1999. The company
defines  EBITDA  as  operating  income  before  depreciation,  amortization  and
non-recurring items. For the period, depreciation and amortization totaled $14.9
million in 2000 and $13.2 million in 1999.

         At September 30, 2000,  the  company's  balance  sheet  included  total
assets of $384.0 million,  working  capital of $48.0 million,  long-term debt of
$103.9 million and stockholders' equity of $207.0 million.

         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),
Whiting  +  Davis(R),  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  are  available  on the
Worldwide Web at www.bacouusa.com.


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               Nine Months Ended
                                                                       September 30,                  September 30,
Statement of income data (unaudited):                                2000          1999              2000          1999
                                                                     ----          ----              ----          ----

<S>                                                                 <C>           <C>             <C>             <C>
Net sales                                                           $ 81,400      $ 72,940        $237,143        $201,422
Cost of sales                                                         45,498        38,177         128,241         106,036
                                                                      ------        ------         -------         -------
Gross profit                                                          35,902        34,763         108,902          95,386

Operating expenses:
     Selling                                                          11,382        10,070          34,397          28,752
     General and administrative                                        5,298         6,263          16,714          16,726
     Research and development                                          1,463         1,347           4,325
                                                                                                                     3,819
     Amortization of intangible assets                                 2,510         2,570           7,342           6,993
                                                                       -----         -----           -----           -----
Total operating expenses                                              20,653        20,250          62,778          56,290
                                                                      ------        ------          ------          ------

Operating income                                                      15,249        14,513          46,124          39,096
Total other expense                                                    2,038         2,587           7,079           6,299
                                                                       -----         -----           -----           -----

Income before income taxes                                            13,211        11,926          39,045          32,797
Income taxes                                                           4,745         4,291          14,142          11,780
                                                                       -----         -----          ------          ------


Net income                                                           $ 8,466       $ 7,635         $24,903        $ 21,017
                                                                     =======       =======         =======        ========

Basic earnings per share                                              $ 0.48        $ 0.43         $  1.41          $ 1.19
                                                                      ======        ======         =======          ======
Diluted earnings per share                                            $ 0.47        $ 0.43         $  1.40          $ 1.19
                                                                      ======        ======         =======          ======


Weighted average shares outstanding:

     Basic                                                            17,659        17,627          17,646          17,623
                                                                      ======        ======          ======          ======
     Diluted                                                          17,933        17,694          17,794          17,711
                                                                      ======        ======          ======          ======


Other information:

     Depreciation and amortization                                                                                $ 13,190
                                                                                                                  ========
                                                                                                   $14,860

     EBITDA (defined by the company as operating income

     before depreciation, amortization and non-recurring                                           $61,188        $ 52,876
                                                                                                  ========        ========
     items)

</TABLE>



The Company  completed its acquisition of Whiting + Davis Safety  effective July
1, 2000,  and its  acquisition  of Perfect Fit Glove and  affiliates on April 1,
1999.  For  comparative  purposes,  net income and earnings per share  excluding
non-recurring items related to these acquisitions would have been as follows:


<TABLE>
<CAPTION>
                                                                    Three Months Ended             Nine Months Ended
                                                                       September 30,                 September 30,
                                                                     2000          1999           2000             1999
                                                                     ----          ----           ----             ----


<S>                                                                  <C>           <C>             <C>             <C>
Net income                                                           $ 8,592       $ 7,635         $25,029         $21,371
                                                                     =======       =======         =======         =======
Basic earnings per share                                             $  0.49       $  0.43         $  1.42         $ 1.21
                                                                     =======       =======         =======         =======
Diluted earnings per share                                           $  0.48       $  0.43         $  1.41         $ 1.21
                                                                     =======       =======         =======         =======

</TABLE>


<PAGE>





                                     BACOU USA, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
                                                                              (unaudited)
                                                                            September 30, 2000          December 31, 1999
                                                                            ------------------          -----------------
Balance Sheet Data (in thousands, except share data):
ASSETS

Current assets:
<S>                                                                               <C>                         <C>
   Cash and cash equivalents                                                      $  732                      $10,272
   Trade accounts receivable, net                                                 51,822                       41,653
   Inventories                                                                    45,358                       42,433
   Other current assets                                                            3,689                        1,634
   Deferred income taxes                                                           3,150                        3,733
                                                                                --------                      -------
      Total current assets                                                       104,751                       99,725
   Property and equipment, net                                                    79,221                       74,410
   Intangible assets, net                                                        197,040                      194,258
   Other assets                                                                    2,947                        3,032
                                                                                --------                     --------

      Total assets                                                              $383,959                     $371,425
                                                                                ========                     ========



LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Current installments of long-term debt                                        $27,857                      $23,637
   Accounts payable                                                               15,398                       10,559
   Accrued expenses                                                               11,493                       20,492
   Income taxes payable                                                            2,020                        1,027
                                                                                --------                      -------
      Total current liabilities                                                   56,768                       55,715
Long-term debt                                                                   103,893                      120,256
Deferred income taxes                                                             14,473                       11,550
Other liabilities                                                                  1,874                        2,449
                                                                                --------                      -------
      Total liabilities                                                          177,008                      189,970
                                                                                --------                      -------
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, 17,660,865 shares in 2000 and 17,629,865
     shares in 1999 issued and outstanding                                            18                           18
   Additional paid-in capital                                                     73,653                       73,060
  Retained earnings                                                              133,280                      108,377
                                                                                --------                     --------
  Total stockholders' equity                                                     206,951                     181,455
                                                                                --------                     --------

   Total liabilities and stockholders' equity                                   $383,959                     $371,425
                                                                                ========                     ========

</TABLE>





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