-----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, WWupOuKqOB33HPNtvxPnVlYI291971d5NjRwCPwjM1Wd/aBU/PYmm4JlD37oMKef gj40jCTJxe/8WLnhhUHABg== 0000949957-04-000002.txt : 20040109 0000949957-04-000002.hdr.sgml : 20040109 20040109161043 ACCESSION NUMBER: 0000949957-04-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030930 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040109 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: 04518236 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 form8k_010604.txt FORM 8K DATED 01/06/04 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): January 9, 2004 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 January 9, 2004 of Aearo Corporation announcing its results of operations for the year ending September 30, 2003 Item 12 - Results of Operations and Financial Condition On January 9, 2004, Aearo Corporation announced its results of operations for the year ended September 30, 2003. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information included in this Current Report on Form 8-K and the Exhibit attached hereto 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 by reference into any filing under the Securities Act of 1933, regardless of any general incorporation language in such filing, unless expressly incorporated 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: January 9, 2004 AEARO CORPORATION By: /s/Jeffrey S. Kulka ----------------------------------- Jeffrey S. Kulka Senior Vice President, Chief Financial Officer, and Treasurer EX-99 2 ex990104.txt EX 99.1 DISCLOSURE OF OPERATIONS Aearo Discloses Results of Operations INDIANAPOLIS, January 9, 2004 - 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 year ended September 30, 2003 increased 10.3% to $316.4 million from $286.9 million in the year ended September 30, 2002. The increase in net sales was primarily driven by organic growth in the Safety Products segment, the impact of foreign currency translation and acquisitions, partially offset by declines in the Safety Prescription Eyewear and Specialty Composites segments. EBITDA, defined as earnings before interest, taxes, depreciation, amortization, and other non-cash charges, increased 11.3% to $54.0 million in the year ended September 30, 2003 from $48.5 million in the year ended September 30, 2002. The increase in EBITDA was primarily driven by organic growth in the Safety Products segment, an improvement in gross margins as a result of ongoing productivity, acquisitions and the impact of foreign currency translations. Gross Profit as a percentage of net sales in the year ended September 30, 2003 improved to 48.2% as compared to 47.6% in the year ended September 30, 2002. The Company uses EBITDA, as defined above, a non-GAAP financial measure, as a management tool to measure and monitor financial performance and as 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 table provides a reconciliation of EBITDA to income before provision for income taxes for the years ending September 30, 2003 and 2002, respectively: Year Ended September 30, -------------------------------- 2003 2002 --------------- --------------- EBITDA $ 48,500 $ 54,008 Depreciation 10,958 11,102 Amortization of intangibles 6,293 267 Other non-cash charges 90 (107) Interest 20,055 19,587 --------------- --------------- Income before provision for income taxes $ 11,104 $ 23,159 =============== =============== 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. 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-----