-----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, LRqnyKecb9mzzgYC3n7KpqtysIOAGH5XbwWB5iIR4Jyo59FLWu7K9O6XBdNK+m9T tTCmz505jqI5c5TxDVUzJA== 0000949957-03-000008.txt : 20030724 0000949957-03-000008.hdr.sgml : 20030724 20030724095106 ACCESSION NUMBER: 0000949957-03-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030630 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AEARO CORP CENTRAL INDEX KEY: 0000949957 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS MANUFACTURING INDUSTRIES [3990] IRS NUMBER: 133840356 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-96190 FILM NUMBER: 03799585 BUSINESS ADDRESS: STREET 1: 5457 W 79TH ST STREET 2: 8TH FL CITY: INDIANAPOLIS STATE: IN ZIP: 46268 BUSINESS PHONE: 3176926666 MAIL ADDRESS: STREET 1: 5457 W 79TH ST CITY: INDIANAPOLIS STATE: IN ZIP: 46268 FORMER COMPANY: FORMER CONFORMED NAME: CABOT SAFETY HOLDINGS CORP DATE OF NAME CHANGE: 19950828 8-K 1 form-8k072403.txt Microsoft Word 10.0.2627;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): July 24, 2003 AEARO CORPORATION (Exact name of Registrant as specified in charter) Delaware 0-26942 13-3840450 (State or other jurisdiction (Commission file number) (IRS employer of incorporation) identification no.) 5457 West 79th Street, Indianapolis, Indiana 46268 (Address of principal executive offices) (Zip Code) (317) 692-6666 (Registrant's telephone number, including area code) Item 7. Financial Statements and Exhibits (c) Exhibit 99.1 Press release dated July 24, 2003 of Aearo Corporation announcing its results of operations for the 3rd quarter ending June 30, 2003 Item 9. Regulation FD Disclosure. Information furnished under Item 9. On July 24, 2003, Aearo Corporation announced an agreement to redeem all of the common and preferred shares, including accrued dividends, held by Cabot Corporation, for approximately $33.5 Million. The disclosure concerning the redemption is included in a press release attached hereto as Exhibit 99.1 and is incorporated herein by reference. Information furnished under Item 12 - Results of Operations and Financial Condition. On July 24, 2003, Aearo Corporation announced its results of operations for the quarter ended June 30, 2003. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information concerning the results of operations included in the attached exhibit and contained in Item 9 of this Current Report is being furnished pursuant to "Item 12. Results of Operations and Financial Condition" of Form 8-K in accordance with SEC Release Nos. 33-8216 and 34-47583. The information included in this Item 9, whether furnished under Item 9 or Item 12, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated herein by reference into any filing under the Securities Act of 1933, regardless of any general incorporation language in such filing, unless expressly incorporated herein by specific reference to such filing. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: July 24, 2003 AEARO CORPORATION By: /s/Jeffrey S. Kulka -------------------- Jeffrey S. Kulka Vice President, Chief Financial Officer, and Treasurer EX-99 2 exh9972403.txt Aearo Discloses Results of Operations and Share Redemption INDIANAPOLIS, July 24, 2003 - Aearo Corporation, one of the world's leading designers, manufacturers and marketers of a broad range of personal protective products, today announced that net sales in the three months ended June 30, 2003 increased 13.5% to $86.7 million from $76.4 million in the three months ended June 30, 2002. Aearo also announced that net sales in the nine months ended June 30, 2003 increased 11.2% to $232.1 million from $208.8 million in the nine months ended June 30, 2002. The increase in net sales was primarily driven by organic growth in the Safety Products segment, acquisitions and the impact of foreign exchange. Net income in the three months ended June 30, 2003 increased to $6.4 million from $2.3 million in the three months ended June 30, 2002. Aearo also announced that net income in the nine months ended June 30, 2003 increased to $10.1 million from $3.6 million in the nine months ended June 30, 2002. The increase in net income was primarily driven by organic growth in the Safety Products segment, productivity improvements, acquisitions, and the impact of foreign exchange. EBITDA, defined as earnings before interest, taxes, depreciation, amortization, and other non-cash charges, increased 21.4% to $15.3 million in the three months ended June 30, 2003 from $12.6 million in the three months ended June 30, 2002. For the nine months ended June 30, 2003 EBITDA increased 11.9% to $37.5 million from $33.5 million in the nine months ended June 30, 2002. The increase in EBITDA was primarily driven by an improvement in gross margins as a result of ongoing productivity, organic growth in the Safety Products segment, acquisitions and the impact of foreign exchange. The Company uses EBITDA, as defined above, a non-GAAP financial measure, as a management tool to measure and monitor financial performance and as a part of the calculation of Company performance as stated in senior bank facility covenants. While the Company believes EBITDA is a useful indicator of its ability to service debt, EBITDA should not be considered as a substitute for net income (loss) determined in accordance with accounting principles generally accepted in the United States of America as an indicator of operating performance, or as an alternative to cash flow as a measure of liquidity. Investors should be aware that EBITDA may not be comparable to similarly titled measures presented by other companies and comparisons could be misleading unless all companies and analysts calculate this measure in the same fashion. The Company believes that the most directly comparable financial measure to EBITDA in accordance with GAAP is income before provision for income taxes. The following tables provide a reconciliation of EBITDA to income before provision for income taxes for the three and nine month periods ending June 30, 2003 and 2002, respectively: Three Months Ended Nine Months Ended June 30, June 30, ---------------------------- --------------------------- 2003 2002 2003 2002 ------------ ------------ ----------- ------------- EBITDA $ 15,315 $ 12,607 $ 37,462 $ 33,473 Depreciation 2,812 2,869 8,175 7,976 Amortization of intangibles 62 1,570 194 4,686 Other non-cash charges (37) 64 255 269 Interest 4,728 4,972 14,671 15,018 ------------ ------------ ----------- ------------ Income before provision for $ 7,750 $ 3,132 $ 14,167 $ 5,524 income taxes ============ ============ =========== ============
1. Other non-cash charges are defined as extraordinary gains or losses, or gains or losses from sales of assets other than in the ordinary course of business. In addition, the Company has signed an agreement with Cabot Corporation, subject to, among other things, the approval of the Company's bank lenders and receipt of financing, to redeem all of the common and preferred shares, including accrued dividends, held by Cabot for approximately $33.5 Million. This transaction is expected to close during the 4th quarter. Headquartered in Indianapolis, Ind., Aearo Company (www.aearo.com) is a leading manufacturer and supplier of personal protective equipment and energy-absorbing products, including head and hearing protection devices, prescription and non-prescription eyewear, and eye/face protection devices for use in a wide variety of industrial and household applications. # # # -----END PRIVACY-ENHANCED MESSAGE-----