-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Djkbc6ZC1paJ0+GxjU0pfsSrdYTPCeUWPNRHM4dfk3+Y3OvaPVfQopRdf9/hOZgd fp92I//6d5m5nuuttnIXvw== 0000908662-01-000114.txt : 20010228 0000908662-01-000114.hdr.sgml : 20010228 ACCESSION NUMBER: 0000908662-01-000114 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20010226 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BACOU USA INC CENTRAL INDEX KEY: 0001006027 STANDARD INDUSTRIAL CLASSIFICATION: OPHTHALMIC GOODS [3851] IRS NUMBER: 050470688 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-14311 FILM NUMBER: 1554128 BUSINESS ADDRESS: STREET 1: 10 THURBER BLVD CITY: SMITHFIELD STATE: RI ZIP: 02917 BUSINESS PHONE: 4012330333 MAIL ADDRESS: STREET 1: 10 THURBER CITY: SMITHFIELD STATE: RI ZIP: 02917 8-K 1 0001.txt FORM 8-K 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): February 26, 2001 ------------------------------------------------------------------- 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 ---------------------------------------------------------------- Item 5. Other Events. ------------ Pursuant to Form 8-K, General Instructions F, Registrant hereby incorporates by reference two press releases attached hereto as Exhibits 99(a) and 99(b). Item 7. Financial Statements and Exhibits. --------------------------------- Exhibit Exhibit Title ------- ------------- Exhibit 99(a) Press Release dated February 26, 2001 Exhibit 99(b) Press Release dated February 26, 2001 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/ Jeffrey Brown ----------------------------------------- Jeffrey Brown Vice President Financial Reporting, Treasurer And Chief Accounting Officer Dated: February 26, 2001 EX-99 2 0002.txt EXHIBIT 99(A) PRESS RELEASE Exhibit 99(a) Contact: 401-233-0333 Sandra Souto Investor Relations FOR IMMEDIATE RELEASE February 26, 2001 BACOU USA REPORTS RECORD FOURTH-QUARTER AND FULL YEAR 2000 RESULTS Q4 '00 Net Income of $7.1 Million Up 15.1% From $6.2 Million for Q4 '99 Q4 '00 Basic Earnings Per Share of $0.40 Up 14.3% From Q4 '99 of $0.35 Q4 '00 Diluted Earnings Per Share of $0.39 Up 11.4% From Q4 '99 of $0.35 Q4 `00 Sales of $80.7 Million Up 12.3% From $71.8 Million for Q4 `99 Full Year '00 Net Income Record of $32.1 Million Up 16.7% From $27.5 Million in '99 Full Year '00 Basic Earnings Per Share Record of $1.82 Per Share Up 16.7% From $1.56 in `99 Full Year '00 Diluted Earnings Per Share Record of $1.80 Per Share Up 15.4% From $1.56 in '99 Full Year '00 Sales Record of $319.7 Million Up 16.4% From $274.6 Million in `99 [above amounts all prior to transaction-related, non-recurring items] Smithfield, RI, February 26, 2001 - 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, 2000. In a separate press release issued today, Bacou also provided an update on its previously announced process of evaluating strategic alternatives. "We are pleased to report that 2000 was a record-breaking year for Bacou USA, with double digit growth of sales, gross profit, operating profit, net income, earnings per share and EBITDA," said Walter Stepan, Co-Chairman of Bacou USA. "Our accomplishments in 2000 were well-balanced across our product lines, and show the success of our strategy to grow both internally and by acquisition. Considering the ongoing process of evaluating strategic alternatives, our team has shown a remarkable ability to remain focused on the successful achievement of operating goals." "For the year, our sales growth was 16.4% in the aggregate," said Philip B. Barr, President and CEO of Bacou USA. "Within that overall result, there was very good internal growth in five of our six product lines." Bacou's net sales for the full year 2000 increased 16.4% to $319.7 million, compared with 1999 full year sales of $274.6 million, increasing by 9.2% from internal growth and 7.2% from acquisitions. Results within segments were as follows: o Net sales for Bacou's safety segment were $221.0 million in 2000 compared to $202.7 million in 1999, an increase of 9.0%, all from internal growth. Bacou's safety segment includes its non-prescription protective eyewear, hearing protection, respiratory protection and gas detection businesses. Products in the safety segment are sold under the Uvex(R), Howard Leight(R), Survivair(R), Pro-Tech(R), Biosystems(TM), LaserVision(TM) and Lase-R Shield(TM) brand names. o Net sales for Bacou's hand protection segment were $68.2 million in 2000 - up 70.8% from $39.9 million in 1999, increasing by 21.5% from internal growth and 49.3% from acquisitions. Bacou's acquisition of Perfect Fit Glove Co., Inc. on April 1, 1999, marked the inception of the company's hand protection segment, which has since been augmented with two more acquisitions and a joint venture. The company's hand protection products are sold under the Perfect Fit(TM), Whiting+Davis(R), and MAPA Professional brand names. o Net sales for Bacou's optical frames and instruments segment were $30.6 million in 2000 and $32.0 million in 1999. Products in this segment are sold under the Titmus(R)brand name. Bacou's net sales for the fourth quarter of 2000 increased 12.3% to $80.7 million, compared with 1999 fourth-quarter net sales of $71.8 million, with 9.7% from internal growth and 2.6% from acquisitions. Net sales for Bacou's safety segment were $55.2 million in the fourth quarter of 2000 compared to $51.1 million in 1999, an increase of 7.9%, all from internal growth. Net sales for Bacou's hand protection segment were $18.9 million in the fourth quarter of 2000 - up 34.7% from $14.1 million in 1999, with 21.2% from internal growth and 13.5% from acquisitions. Net sales for the optical frames and instruments segment were $6.6 million in both the fourth quarter of 2000 and 1999. "In 2000, we achieved record net earnings, earnings per share and EBITDA, all with double-digit growth over 1999," Barr continued. "During 2000, we only made two small acquisitions, so these achievements were based almost entirely on internal growth. Once again, Bacou USA has shown that its industry-leading approaches to product development, marketing and sales can produce internal sales growth at rates exceeding the safety industry as a whole. And our position as a low-cost manufacturer allows our sales growth to translate into significant profitability gains, especially in an environment where price increases are hard to achieve." "Excluding non-recurring items, our net income and earnings per share were in line with our previous guidance to analysts and investors," Barr continued. "However, actual net earnings and earnings per share for the fourth quarter and full year were adversely affected by the ongoing process of evaluating strategic alternatives, reflecting costs associated with the process, associated impact on tax rate, and the dilutive effect of increased share prices in the second half of the year on the calculation base for earnings per share." Bacou's full-year net income, excluding non-recurring items in both 1999 and 2000, increased 16.7% to a record $32.1 million for 2000 - up from $27.5 million for 1999. Bacou reported record diluted earnings per share of $1.80 for 2000, up 15.4% from $1.56 for 1999, and basic earnings per share of $1.82 for 2000, up 16.7% from $1.56 in 1999. Including non-recurring items for both periods, Bacou reported net income for 2000 of $30.9 million up 13.6% over 1999 net income of $27.2 million, and reported diluted earnings per share of $1.73 in 2000, up 12.3% from $1.54 for 1999. Bacou's net income for the fourth quarter of 2000, excluding non-recurring costs, increased to $7.1 million from $6.2 million for the fourth quarter of 1999--up 15.1%. The company reported net income per basic share, again excluding non-recurring costs, of $0.40 for the fourth quarter of 2000 - up 14.3% from $0.35 for the fourth quarter of 1999, with diluted earnings per share lower by $0.01 per share due to the elevated share price during the fourth quarter. Historically, there has been no difference between Bacou's basic and diluted earnings per share results. With the significant increase of Bacou's share price in the latter half of 2000, basic earnings per share has exceeded diluted earnings per share by $0.01 for the fourth quarter and $0.02 for the full year. The company incurred professional fees and related costs totaling $1.1 million during the fourth quarter in connection with its previously announced evaluation of strategic alternatives. In the company's financial statements for 2000, these costs were assumed not to result in any tax benefit. After these non-recurring costs, the company reported net income of $6.0 million and diluted earnings per share of $0.33 for the fourth quarter of 2000. Because the project is ongoing, the company has continued to incur additional costs of this nature in 2001, which also will be treated as non-recurring costs. The amount of such costs to be incurred in 2001 is not estimable at this time. "As in past years, Bacou USA was a prolific producer of cash during 2000," said Barr. "Our EBITDA grew 14.8% to $79.0 million. We used our cash to purchase two businesses, Whiting + Davis and Platinum Protective Products, met our debt service requirements and paid down long term debt by approximately $23 million, paid our income taxes, and made net capital expenditures of approximately $12.0 million, including the completion of a building addition at our Smithfield, RI manufacturing facility together with related purchases of machinery and equipment." For the year ended December 31, 2000, the company reported EBITDA totaling $79.0 million, up 14.8% from $68.8 million in 1999. The company defines EBITDA as operating income before depreciation, amortization and non-recurring items. For each full year, depreciation totaled $9.6 million in 2000 and $7.9 million in 1999, and amortization totaled $9.8 million in 2000 and $9.4 million in 1999. At December 31, 2000, the company's balance sheet included total assets of $379.5 million, working capital of $51.1 million, long-term debt of $98.2 million and stockholders' equity of $213.1 million. Considering the pendency of its evaluation of strategic alternatives, Bacou USA will not conduct a conference call for discussion of its fourth quarter and 2000 year end results. 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 is available on the Worldwide Web at http:/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 impact of our ongoing evaluation of certain strategic alternatives including the possible sale of Bacou USA, Inc. and Bacou S.A., 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) BACOU USA, INC. AND SUBSIDIARIES (in thousands, except per share data)
Three Months Ended Year Ended December 31, December 31, Statement of income data (quarterly data unaudited): 2000 1999 2000 1999 ---- ---- ---- ---- Net sales (1) $80,657 $71,812 $319,724 $274,658 Cost of sales 44,397 39,002 172,638 145,038 ------ ------ ------- ------- Gross profit 36,260 32,810 147,086 129,620 Operating expenses: Selling (1) 13,605 11,187 49,926 41,363 General and administrative 5,517 5,871 22,231 22,597 Non-recurring costs - evaluating strategic alternatives(2) 1,126 - 1,126 - Research and development 1,318 1,455 5,643 5,274 Amortization of intangible assets 2,508 2,447 9,850 9,440 ----- ----- ------- ------- Total operating expenses 24,074 20,960 88,776 78,674 ------ ------ ------- ------- Operating income 12,186 11,850 58,310 50,946 Total other expense 2,418 2,292 9,497 8,591 ----- ------ ----- ------- Income before income taxes 9,768 9,558 48,813 42,355 Income taxes 3,791 3,385 17,933 15,165 ------- ----- ------ ------- Net income (2) $ 5,977 $ 6,173 $30,880 $27,190 ======= ======= ======= ======= Basic earnings per share (2) $ 0.34 $ 0.35 $ 1.75 $ 1.54 ======= ====== ======= ======= Diluted earnings per share (2) $ 0.33 $ 0.35 $ 1.73 $ 1.54 ======= ======= ======= ======= Weighted average shares outstanding: Basic 17,671 17,630 17,652 17,624 ======= ======= ======== ======= Diluted 17,960 17,655 17,835 17,696 ======= ======= ======== ======= Other information: Depreciation and amortization $19,398 $17,287 ======== ======= EBITDA (defined by the company as operating income before depreciation, amortization and non-recurring items) $79,038 $68,823 ======== =======
(1) During the fourth quarter of 2000 the company adopted Emerging Issues Task Force Issue No. 00-10, "Accounting for Shipping and Handling Fees and Costs", which required the company to classify reimbursements from customers for shipping and handling costs as sales rather than a reduction of the related operating cost. Amounts previously reported in 1999 and 2000 as reductions to selling expenses have been reclassified and reported as sales as required by this new pronouncement. (2) 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. During the fourth quarter of 2000 the Company incurred costs in connection with its evaluation of various strategic alternatives totaling $1.1 million. For comparative purposes, net income and earnings per share excluding non-recurring items relating to these acquisitions, and excluding the non-recurring costs incurred during the fourth quarter of 2000, would have been as follows: Three Months Ended Year Ended December 31, December 31, 2000 1999 2000 1999 ---- ---- ----- ---- Net income $ 7,103 $ 6,173 $ 32,132 $ 27,544 ======== ======== ======== ========== Basic earnings per share $ 0.40 $ 0.35 $ 1.82 $ 1.56 ======== ======== ======== ========== Diluted earnings per share $ 0.39 $ 0.35 $ 1.80 $ 1.56 ======== ======== ======== ========== BACOU USA, INC. AND SUBSIDIARIES
December 31, December 31, 2000 1999 ---- ---- Balance Sheet Data (in thousands, except share data): ASSETS Current assets: Cash and cash equivalents $ 980 $10,272 Trade accounts receivable, net 53,275 41,653 Inventories 45,504 42,433 Other current assets 2,024 1,634 Deferred income taxes 1,952 3,733 -------- -------- Total current assets 103,735 99,725 Other assets 2,947 3,032 Property and equipment, net 78,392 74,410 Intangible assets, net 194,456 194,258 -------- -------- Total assets $379,530 $371,425 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current installments of long-term debt $28,057 $23,637 Accounts payable 11,239 10,559 Accrued expenses 11,788 20,492 Income taxes payable 1,542 1,027 Total current liabilities 52,626 55,715 Long-term debt 98,178 120,256 Deferred income taxes 13,852 11,550 Other liabilities 1,799 2,449 -------- -------- Total liabilities 166,455 189,970 -------- -------- 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, 17,671,465 shares in 2000 and 17,629,865 shares in 1999 issued and outstanding 18 18 Additional paid-in capital 73,800 73,060 Retained earnings 139,257 108,377 -------- -------- Total stockholders' equity 213,075 181,455 -------- -------- Total liabilities and stockholders' equity $379,530 $371,425 ======== ========
EX-99 3 0003.txt EXHIBIT 99(B) PRESS RELEASE Exhibit 99(b) Contact: At the Company 401-233-0333 Walter Stepan/Philip B. Barr FOR IMMEDIATE RELEASE February 26, 2001 EVALUATION OF STRATEGIC ALTERNATIVES Smithfield, R.I., February 26, 2001 -- Bacou USA, Inc. (NYSE: BAU), a leading manufacturer of personal protection equipment, today provided the following forward-looking statements which update prior announcements about the ongoing evaluation of strategic alternatives by Bacou S.A. and Bacou USA: "The process of evaluating strategic alternatives is continuing in 2001," said Walter Stepan, Co-Chairman of Bacou USA, Inc. and the person leading the review of strategic alternatives for the Bacou family and both companies. "We are proceeding diligently and, although there are several different alternatives currently under consideration, it is not possible to provide any indication of when the process will conclude or what result will be reached. In order to update our most recent statement issued in December, we wish to confirm that, should the process result in a transaction, such transaction would not be completed during the first quarter of 2001." "If members of the Bacou family enter into a definitive agreement to sell their interests in the businesses, we will issue a press release at that time," continued Stepan. "Similarly, if the Bacou family members reach a decision to conclude the strategic evaluation process without selling their ownership interests, we will issue a press release to that effect. Otherwise, we do not plan to provide further updates on the progress of our evaluation, including the alternatives being considered, and consistent with our policy, we will not comment on rumors." Bacou S.A. is a leading manufacturer and distributor of personal protective equipment and safety products with a distribution focus on the European markets. The individuals who control the ownership of Bacou S.A. are the immediate family members of the company's late founder, Henri Bacou. Bacou S.A. owns 12.6 million shares of Bacou USA, or approximately 71.6 percent of the issued and outstanding shares. 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 impact of our ongoing evaluation of certain strategic alternatives, including the possible sale of Bacou USA, Inc. and Bacou S.A., 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. # # # -----END PRIVACY-ENHANCED MESSAGE-----