-----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, Si4XFdpvo0XBMV1ns6NFmM7gJSWi77Pr9fceKHRVnicTofIL7yWgtYIlU3j6eAzW MXLTKSYF4ywh+Co/Q1L4QQ== 0001092306-03-000543.txt : 20031112 0001092306-03-000543.hdr.sgml : 20031111 20031112080125 ACCESSION NUMBER: 0001092306-03-000543 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031111 ITEM INFORMATION: FILED AS OF DATE: 20031112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DHB INDUSTRIES INC CENTRAL INDEX KEY: 0000899166 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 113129361 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13112 FILM NUMBER: 03990540 BUSINESS ADDRESS: STREET 1: 555 WESTBURY AVE CITY: CARLE PLACE STATE: NY ZIP: 11514 BUSINESS PHONE: 5169971155 MAIL ADDRESS: STREET 1: 555 WESTBURY AVE CITY: CARLE PLACE STATE: NY ZIP: 11514 FORMER COMPANY: FORMER CONFORMED NAME: DHB CAPITAL GROUP INC /DE/ DATE OF NAME CHANGE: 19960518 8-K 1 form8-k111103.txt FORM 8-K DATED 11-11-03 UNITED STATES 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): November 11, 2003 DHB INDUSTRIES, INC. -------------------- (Exact name of registrant as specified in its charter) Commission File Number: 0-22429 Delaware 11-3129361 ------------------------- ------------------------------------ (State of Incorporation) (I.R.S. Employer Identification No.) 555 Westbury Avenue, Carle Place, New York 11514 - ------------------------------------------ ---------- (Address of principal executive office) (Zip Code) (516) 997-1155 - -------------- (Registrant's telephone number, including area code) (Page 1) ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On November 11, 2003, DHB Industries, Inc. (the "Company") issued a press release announcing the Company's third quarter 2003 results. The press release is filed as Exhibit 99.1 hereto, and is incorporated herein by reference. The information furnished under this Item 12 of this Current Report on Form 8-K, including Exhibit 99.1, shall be deemed to be "filed" for purposes of the Securities Exchange Act of 1934, as amended. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Not Applicable (b) Not Applicable (c) The following Exhibit is filed as part of this Current Report on Form 8-K: 99.1 News Release of DHB Industries, Inc. issued November 11, 2003: DHB Industries Reports Third Quarter 2003 Results (furnished solely pursuant to Item 12 of Form 8-K). (Page 2) SIGNATURES Pursuant to the requirements of the Securities 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. DHB INDUSTRIES, INC. By:/s/ DAWN M. SCHLEGEL --------------------------- Dawn M. Schlegel Chief Financial Officer Dated: November 11, 2003 (Page 3) EXHIBIT INDEX Page No. 99.1 News Release of DHB Industries, Inc. issued November 11, 5 2003: DHB Industries Reports Third Quarter 2003 Results (furnished solely pursuant to Item 12 of Form 8-K). (Page 4) EX-99.1 3 exhibit99-1.txt PRESS RELEASE DHB Industries, Inc. November 11, 2003 Exhibit 99.1 [LOGO OF DHB INDUSTRIES GOES HERE] NEWS FROM DHB INDUSTRIES INC. 555 Westbury Avenue o Carle Place, NY 11514 o T:516/997-1155 o F:516/997-1144 www.dhbindustries.com --------------------- Contact Information: For Investors: Company Contact: Robert B. Prag, President Dawn M. Schlegel, CFO The Del Mar Consulting Group, Inc. DHB Industries Inc. 858/794-9500 516/997-1155 FOR IMMEDIATE RELEASE bprag@delmarconsulting.com dschlegel@dhbt.com - --------------------- DHB INDUSTRIES REPORTS THIRD QUARTER REVENUES INCREASE 80% ---------------------------------------------------------- - COMPANY UPS 4TH QUARTER REVENUE GUIDANCE TO RECORD $60 MILLION - - COMPANY INCREASES 2003 REVENUE EXPECTATIONS TO RECORD $217 MILLION - - COMPANY PROJECTS FULL-YEAR 2004 REVENUES TO REACH RECORD $250 MILLION - - COMPANY REPORTS CURRENT BACKLOG OF FIRM ORDERS INCREASED TO RECORD $161 MILLION - CARLE PLACE, NY - (November 11, 2003) DHB INDUSTRIES INC. (AMEX: DHB), the market leader in the rapidly growing body armor industry, announced today operating results for the third quarter ended September 30, 2003, posting its 15th consecutive year-over-year increase in quarterly revenues. During the third quarter, DHB announced that its wholly-owned subsidiary, Point Blank Body Armor, Inc. ("Point Blank" - http://www.pointblankarmor.com), had received more than $31 million in delivery orders from several branches of the U.S. Department of Defense for body armor, including its "Interceptor" Outer Tactical Vest (OTV). U.S. Armed Forces worldwide are wearing Point Blank's Interceptor OTV, which has been credited with saving numerous lives of many Americans during the War in Iraq and Operation Anaconda in Afghanistan. Point Blank is currently the only military approved provider of Interceptor OTV to the United States Armed Forces. For the third quarter ended September 30, 2003, DHB reported record revenues of $54,417,000, an increase of 80% as compared to revenues of $30,146,000 for the third quarter of 2002. Operating income increased 275% to $5,763,000 for the third quarter of 2003 as compared to $1,536,000 in the third quarter of 2002. Third quarter 2003 income available to common stockholders was $3,160,000, or $0.07 per diluted share, a 232% increase as compared to $952,000, or $0.02 per diluted share in the third quarter of 2002. The effective tax rate for the third quarter of 2003 was 40.7%. In the third quarter of 2002 the tax rate was nominal (1%) due to the utilization of net operating loss carryforwards in 2002. Weighted shares outstanding on a diluted basis for the third quarter of 2003 were 44,510,790 as compared to 43,827,580 for the third quarter of 2002. Gross margins for the third quarter of 2003 were 27.2% versus 27.5% in the second quarter of 2003. Selling, general and administrative expenses ("S,G &A expenses") for the third quarter of 2003, which included $925,000 of unforeseen special accounting and legal fees, were 16.6% of net sales versus 25.2% of net sales for the third quarter of 2002, which included $1.3 million of unforeseen special legal and professional fees related to, among other matters, the successful defense of a patent infringement case and legal and the union organizing campaign. Stockholders' equity rose to a record $43,699,000 at the end of the third quarter of 2003 as compared to $31,345,000 at year-end December 31, 2002. For the nine months ended September 30, 2003, total revenues increased 61% to a record $157,095,000 as compared to $97,799,000 for the first nine months of 2002. Operating income increased 80% to a record $20,689,000, as compared to $11,477,000 for the first nine months of 2002. Income available to common stockholders for the first nine months 2003 was a record $12,050,000, or $0.27 per diluted share, a 22% increase as compared to $9,912,000 or $0.23 per diluted share in the first nine months of 2002. The effective tax rate for the nine months ended September 30, 2003 was 39.9%. In the first nine months of 2002, the tax rate was nominal (1%) due to the utilization of net operating loss carryforwards in 2002. SG&A expenses for the first nine months of 2003, which included $1,225,000 of unforeseen special accounting and legal fees, were 14.4% of net sales versus 17.5% of net sales for the first nine months of 2002, which included $1.3 million of unforeseen special legal and professional fees related to, among other matters the successful defense of a patent infringement case and the union organizing campaign. Weighted shares outstanding on a diluted basis for the first nine months of 2003 were 44,053,330 as compared to 43,519,653 for the first nine months of 2002. Total backlog of firm orders in hand as of November 11, 2003, increased to a record $161 million, as compared to total backlog of firm orders in hand of $57 million on March 1, 2003. Dawn Schlegel, CFO of DHB Industries, commented, "The Company's record backlog reflects an accelerating demand for our products across all sectors - military, law enforcement and federal agencies. As revenues continue to accelerate into 2004, we believe there will be a decrease in SG&A expenses as a percentage of sales, and a corresponding increase in operating margins and EPS. Given current visibility, we expect revenues for full-year 2003 will reach $217 million." David Brooks, Chairman and CEO of DHB Industries, added, "DHB Industries is the dominant leader in the protective soft body armor industry. We maintain a commanding share of the military market, and we are increasing our presence in the domestic law enforcement and federal agencies market. Our Point Blank subsidiary is currently the only military approved provider of its highly praised Interceptor OTV to the U.S. Department of Defense. Given the geopolitical environment, the increased need for homeland security, and the continuing war on terror, we project full-year 2004 revenues will reach $250 million." DHB Industries, Inc. November 11, 2003 CONFERENCE CALL: DHB will discuss its results during a conference call to be broadcast live over the Internet starting at 4:15 p.m. eastern daylight time. Conference call particulars are as follows: o Date - Tuesday, November 11, 2003 o Time - 4:15 p.m. eastern daylight time/1:15 p.m. pacific daylight time o Dial in number - (888) 809-3657 o Live Internet broadcast - can be accessed at http://www.dhbindustries.com ---------------------------- Those choosing to listen via telephone are encouraged to call in at least ten minutes prior to the start of the call to allow time to register with the operator. ABOUT DHB INDUSTRIES INC. - ------------------------- DHB Industries Inc.'s Armor Group is the market leader in the rapidly growing protective body armor industry. Its highly recognized subsidiaries, Point Blank Body Armor, Inc. and Protective Apparel Corporation of America (PACA) are focused on the design, manufacture, and distribution of bullet resistant and protective body armor for military, law enforcement, and corrections in the U.S. and worldwide. DHB Armor Group's customers include the U.S. Army, Air Force, Navy, Marines, Coast Guard, Secret Service, FBI, DEA, INS, ATF, NATO, U.S. Marshals, the NYC Police Department, the LA Police Department, and the California Highway Patrol. DHB Sports Group produces and markets a comprehensive line of athletic supports and braces, which are merchandised through national superstore chains including Wal-Mart, Target and Meijer, as well as private label distributors such as Amerisource Bergen and Cardinal Health. DHB maintains facilities in Carle Place, NY, Deerfield Beach, FL, Oakland Park, FL, Jacksboro, TN, and Arlington, VA. To learn more about DHB Industries Inc., visit the website at http://www.dhbindustries.com. ---------------------------- SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: THE STATEMENTS WHICH ARE NOT HISTORICAL FACTS CONTAINED IN THIS PRESS RELEASE ARE FORWARD-LOOKING STATEMENTS THAT INVOLVE CERTAIN RISKS AND UNCERTAINTIES INCLUDING BUT NOT LIMITED TO RISKS ASSOCIATED WITH THE UNCERTAINTY OF FUTURE FINANCIAL RESULTS, ADDITIONAL FINANCING REQUIREMENTS, DEVELOPMENT OF NEW PRODUCTS, GOVERNMENT APPROVAL PROCESSES, THE IMPACT OF COMPETITIVE PRODUCTS OR PRICING, TECHNOLOGICAL CHANGES, THE EFFECT OF ECONOMIC CONDITIONS AND OTHER UNCERTAINTIES DETAILED IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. ***STATEMENT OF OPERATIONS AND BALANCE SHEET TO FOLLOW*** DHB Industries, Inc. November 11, 2003
DHB INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (In thousands, except share and per share data) For the Three Months Ended For the Nine Months Ended September 30, September 30, 2003 2002* 2003 2002* ------ ----- ------ ----- Net sales $54,417 $30,146 $157,095 $97,799 Cost of goods sold (includes related party purchases of $6,802, $1,905, $20,856, and $3,791 respectively) 39,599 21,005 113,785 69,166 ------ ------ ------- ------ Gross profit 14,818 9,141 43,310 28,633 Selling, general & administrative expenses 9,055 7,605 22,621 17,156 ----- ----- ------ ------ Income before other income (expense) 5,763 1,536 20,689 11,477 ----- ----- ------ ------ Other income (expense) Interest expense (306) (538) (977) (1,475) Proceeds from settlement of lawsuit -- -- 739 -- Other income 24 35 48 79 -- -- -- -- Total other income (expense) (282) (503) (190) (1,396) ----- ----- ----- ------- Income before income taxes 5,481 1,033 20,499 10,081 Income taxes 2,231 81 8,179 169 ----- -- ----- --- Net income 3,250 952 12,320 9,912 Dividend - preferred stock (90) -- (270) -- --- ----- ----- ------ Income available to common stockholders $3,160 $ 952 $12,050 $ 9,912 ====== ===== ======= ======= Earnings per common share: Basic shares $0.08 $0.02 $0.30 $0.27 ===== ===== ===== ===== Diluted shares $0.07 $0.02 $0.27 $0.23 ===== ===== ===== ===== Weighted average shares outstanding: Basic shares 40,594,746 40,413,746 40,490,062 36,262,668 Effect of convertible preferred 500,000 500,000 500,000 500,000 Warrants 3,416,044 2,913,834 3,063,268 6,756,985 --------- --------- --------- --------- Diluted shares 44,510,790 43,827,580 44,053,330 43,519,653 ========== ========== ========== ==========
* - 2002 has been restated DHB Industries, Inc. November 11, 2003
DHB INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS AS OF SEPTEMBER 30, 2003 (UNAUDITED) AND DECEMBER 31, 2002 (In thousands, except share and per share data) September 30, December 31, ASSETS 2003 2002 ---- ---- Current assets Cash and cash equivalents $562 $393 Accounts receivable, less allowance for doubtful accounts of $1,064 and $1,070, respectively 26,492 22,904 Inventories 49,933 33,360 Deferred income tax assets 784 3,319 Prepaid expenses and other current assets 2,829 971 ----- --- Total current assets 80,600 60,947 ------ ------ Property and equipment, net 1,823 1,620 ----- ----- Other assets Other investment 942 942 Deferred income tax assets -- 1,402 Deposits and other assets 414 460 --- --- Total other assets 1,356 2,804 ----- ----- Total assets $83,779 $65,371 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $5,608 $5,368 Accrued expenses and other current liabilities 8,394 2,454 Capital lease obligation 1 -- ------ ----- Total current liabilities 14,003 7,822 ------ ----- Long term liabilities Notes payable-bank 25,638 24,354 Note payable - stockholder -- 1,500 Other liabilities 439 350 --- --- Total liabilities 40,080 34,026 ------ ------ Commitments and contingencies Stockholders' equity Convertible preferred stock, $0.001 par value, 5,000,000 shares authorized, 500,000 shares of Series A, 12% convertible preferred stock issued and outstanding 1 1 Common stock, $0.001 par value, 100,000,000 shares authorized, 40,594,746 and 40,413,746 41 40 Additional paid in capital 35,108 34,792 Other comprehensive loss (54) (41) Retained earnings (accumulated deficit) 8,603 (3,447) ----- ------- Total stockholders' equity 43,699 31,345 ------ ------ Total liabilities and stockholders' equity $83,779 $65,371 ======= =======
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