EX-99.1 6 exhibit99-1.txt PRO FORMA FINANCIAL STATEMENTS AS OF ... PARITZ & COMPANY, P.A. DHB INDUSTRIES, INC. AND SUBSIDIARIES UNAUDITED CONSOLIDATED BALANCE SHEETS WITH ACCOUNTANTS' REVIEW REPORT SEPTEMBER 30, 2001 Board of Directors DHB Industries, Inc. and Subsidiaries We have reviewed to the pro forma adjustments reflecting the transactions described in Note 1 and the application of those adjustments to the historical amounts in the accompanying pro forma balance sheet of DHB Industries, Inc. and Subsidiaries as of September 30, 2001. These historical financial statements are derived from the historical unaudited financial statements of DHB Industries, Inc. and Subsidiaries which were reviewed by us. Such pro forma adjustments are based on management's representations as discussed in Note 1. Our review was conducted in accordance with standards established by the American Institute of Certified Public Accountants. All information contained in the accompanying financial statement is the representation of management of DHB Industries, Inc. and Subsidiaries. A review consists principally of inquiries of company personnel and analytical procedures applied to financial data. It is substantially less in scope than an examination in accordance with generally accepted auditing standards, the objective of which is an expression of an opinion regarding the financial statement taken as a whole. Accordingly, we do not express such an opinion. The objective of this pro forma financial information is to show what the significant effects on the historical information might have had been had the transactions occurred at an earlier date. However, the pro forma financial statement is not necessarily indicative of the related effects on the financial position that would have been attained had the above mentioned transactions occurred at an earlier date. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statement in order for it to be in conformity with generally accepted accounting principles. January 24, 2002 Hackensack, New Jersey
DHB INDUSTRIES, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ============================================================================================================================ UNAUDITED PRO FORMA PRO FORMA SEPTEMBER 30, 2001 ADJUSTMENTS SEPTEMBER 30, 2001 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 191,869 $ 450,000 $ 641,869 Accounts receivable, less allowance - for doubtful accounts of $719,705 9,926,917 - 9,926,917 Inventories 21,518,141 - 21,518,141 Prepaid expenses and other current assets 1,583,345 2,033,345 ----------- ---------- ----------- TOTAL CURRENT ASSETS 33,220,272 450,000 33,670,272 ----------- ---------- ----------- PROPERTY AND EQUIPMENT, NET 1,902,395 450,000 1,902,395 ----------- ---------- ----------- OTHER ASSETS: Investments in non-marketable securities 941,750 - 941,750 Deferred tax assets 409,300 - 409,300 Deposits and other assets 297,809 - 297,809 ----------- ---------- ----------- TOTAL OTHER ASSETS 1,648,859 - 1,648,859 ----------- ---------- ----------- TOTAL ASSETS $36,771,526 $ 450,000 $37,221,526 =========== ========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $13,684,746 $ - $13,684,746 Accrued expenses and other current liabilities 2,310,528 - 2,310,528 Current maturities of long-term debt 881,260 - 881,260 ----------- ---------- ----------- TOTAL CURRENT LIABILITIES 16,876,534 - 16,876,534 ----------- ---------- ----------- LONG-TERM LIABILITIES: Revolving credit agreement-financial institution 8,206,363 - 8,206,363 Long-term debt, net of current maturities 1,051,196 - 1,051,196 Note payable - stockholder 10,000,000 (3,000,000) 7,000,000 ----------- ---------- ----------- TOTAL LONG-TERM DEBT 19,257,559 (3,000,000) 16,257,559 ----------- ---------- ----------- TOTAL LIABILITIES 36,134,093 (3,000,000) 33,134,093 ----------- ---------- ----------- STOCKHOLDERS' EQUITY: Convertible Preferred Stock, $6.00 par value 5,000,000 shares authorized 500,000 shares issued and outstanding 3,000,000 3,000,000 Common stock, $.001 par value, 100,000,000 shares authorized. 31,396,947 shares issued and outstanding 31,397 150 31,547 Additional paid-in capital 23,769,036 449,850 24,218,886 Accumulated deficit (23,097,295) - (23,097,295) Other comprehensive income (65,705) - (65,705) ----------- ---------- ----------- TOTAL STOCKHOLDERS' EQUITY 637,433 3,450,000 4,087,433 ----------- ---------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $36,771,526 $ 450,000 $37,221,526 =========== ========== ===========
See accountants' review report DHB INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 2001 (Unaudited) ================================================================================ 1. CONSOLIDATED FINANCIAL STATEMENTS The consolidated balance sheet has been derived from the unaudited consolidated balance sheet contained in the Company's Form 10-Q and is presented for comparative purposes. All amounts are subject to year-end adjustments and audit, but the Company believes all adjustments, consisting only of normal and recurring adjustments necessary to present fairly the financial condition for the interim period, have been made. Footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted in accordance with published rules and regulations of the Securities and Exchange Commission. This consolidated financial statement should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company's Form 10-K for the most recent fiscal year. 2. PRO FORMA ADJUSTMENTS The accompanying pro forma financial statement gives effect to the following transactions as if they had occurred as of September 30, 2001. (1) Convertible Preferred Stock On December 14, 2001, the Company authorized the issuance of 500,000 shares of Convertible Preferred Stock to the Chairman of the Board and principal shareholder of the Company, at a price of $6 per share. Payment for these shares was received on January 14, 2002, by the reclassification of part of the stockholder's loan payable account. Annual cumulative dividends at a rate of 12% per annum, accruing from the date of issuance, are payable in cash. The Convertible Preferred Stock is redeemable by the Company on December 15, 2002 or any December 15th thereafter, unless such redemption shall result in the shareholders' equity of the Company falling below $5,000,000. (2) Warrants On December 11, 2001, an unrelated party exercised 150,000 warrants at $3 per share for the common stock of the Company.