-----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, Uf6dVPJX0xm6Jb/xf2IMrlnkHHPAKau5GkPNf588Q37sqy0YVBfScUGnj+N/nYwW D3etgoBtk7v+CHnxw9DlQQ== 0001092306-05-000231.txt : 20050510 0001092306-05-000231.hdr.sgml : 20050510 20050510160056 ACCESSION NUMBER: 0001092306-05-000231 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050510 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050510 DATE AS OF CHANGE: 20050510 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: 05816648 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 dhb8k.txt FORM 8-K DATED 05-10-05 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): May 10, 2005 DHB INDUSTRIES, INC. ______________________________________________________ (Exact name of registrant as specified in its charter) Commission File Number: 0-22429 Delaware 11-3129361 ______________________ ____________________________________ State of Incorporation (IRS Employer Identification Number) 400 Post Avenue, Suite 303, Westbury, New York 11590 ______________________________________________ __________ (Address of principal executive office) (Zip Code) (516) 997-1155 ____________________________________________________ (Registrant's telephone number, including area code) ______________________________________________ (Former Address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) (Page 1) SECTION 2 - FINANCIAL INFORMATION ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On May 10, 2005, DHB Industries, Inc. (the "Company") issued a press release announcing the Company's 2005 first quarter results. The press release is filed as Exhibit 99.1 hereto, and is incorporated herein by reference. The information furnished under this Item 2.02 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. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (a) Not Applicable (b) Not Applicable (c) The following Exhibit is filed as part of this Current Report on Form 8-K: EXHIBIT 99.1 NEWS RELEASE OF DHB INDUSTRIES, INC. ISSUED MAY 10, 2005: DHB INDUSTRIES REPORTS FIRST QUARTER RESULTS (FURNISHED SOLELY PURSUANT TO ITEM 2.02 OF FORM 8-K). (Page 2) 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 hereunto duly authorized. DHB INDUSTRIES, INC. By: /s/ DAWN M. SCHLEGEL ___________________________ Dawn M. Schlegel Chief Financial Officer Dated: May 10, 2005 (Page 3) EXHIBIT INDEX Page No. 99.1 News Release of DHB Industries, Inc. issued May 10, 2005: DHB Industries Reports First Quarter Results (furnished solely pursuant to Item 2.02 of Form 8-K). 5-8 (Page 4) EX-99 2 ex99-1.txt EXHIBIT 99.1 EXHIBIT 99.1 DHB Industries, Inc. March 16, 2005 [DHB Logo Appears Here] NEWS FROM DHB INDUSTRIES, INC. 400 Post Avenue; Suite 303 o Westbury, NY 11590 T: 516/997-1155 o F: 516/997-1144 o www.dhbindustries.com INVESTOR CONTACT: COMPANY CONTACT: Robert B. Prag, President Ishmon F. Burks, Executive Vice President The Del Mar Consulting Group, Inc. DHB Industries, Inc. 858/794-9500 516/997-1155 bprag@delmarconsulting.com iburks@dhbt.com FOR IMMEDIATE RELEASE DHB INDUSTRIES REPORTS FIRST QUARTER RESULTS - 1ST QUARTER EARNINGS PER SHARE CLIMB 21.4% TO $0.17 - - REVENUE INCREASES 14.9% FOR THE FIRST QUARTER TO $85.4 MILLION - WESTBURY, NY - (May 10, 2005) DHB INDUSTRIES, INC. (AMEX: DHB), which principally operates in the rapidly growing field of body armor, announced today results for the first quarter ended March 31, 2005. DHB posted record first quarter revenues of over $85 million and its 21st consecutive year-over-year increase in quarterly revenues. For the first quarter ended March 31, 2005, DHB reported record first quarter revenues of $85,465,000, an increase of 14.9% as compared to revenues of $74,403,000 for the first quarter of 2004. Operating income increased 15.4% in the first quarter of 2005 to a record for the first quarter of $12,571,000 as compared to $10,893,000 in the first quarter of 2004. First quarter 2005 income available to common stockholders was $7,619,000, a 21.5% increase as compared to $6,269,000 in the first quarter of 2004. First quarter 2005 earnings per share was $0.17 per diluted share, a 21.4% increase as compared to $0.14 per diluted share in the first quarter of 2004. The effective tax rate for the first quarter of 2005 was 35.5% as compared to 39.5% in the first quarter of 2004. Weighted shares outstanding on a diluted basis for the first quarter of 2005 were 46,111,906 as compared to 45,142,033 for the first quarter of 2004. The gross profit margin for the first quarter of 2005 was 27.4% versus 27.9% in the first quarter of 2004. Selling, general and administrative expenses for the first quarter of 2005 were 12.7% of net sales versus 13.3% of net sales for the first quarter of 2004. Stockholders' equity rose to a record $85,201,000 at March 31, 2005, a 10.6% increase as compared to $77,026,000 at year-end December 31, 2004. Sandra Hatfield, DHB's Chief Operating Officer, said, "We are pleased with the Company's financial performance for the first quarter. The Company had its best first quarter ever with revenues of over $85 million. We continue to work hard to service our customers and provide them with the best possible body armor. " (Page 5) DHB Industries, Inc. March 16, 2005 EXHIBIT 99.1 David H. Brooks, DHB's Chief Executive Officer, said, "Last week we announced that Retired Army Four Star General Larry Ellis was named President of DHB. Gen. Ellis had a long and distinguished career of service to our country and we are very fortunate to now call him a senior member of our management team. His leadership, integrity and organizational skills will be a great asset to the Company. I believe the experience General Ellis brings will be a tremendous asset to the Company and its future." General (Ret.) Ellis, said "I am excited about joining DHB and the opportunity to again serve those in uniform in a different capacity. I have been impressed with the dedication and professionalism of our employees. Just as importantly, I am proud and impressed with the quality of our products. Our products perform where it matters; in the field and in combat." CONFERENCE CALL: DHB will discuss its results during a conference call today to be broadcast live over the Internet starting at 4:30 p.m. eastern daylight time. Conference call particulars are as follows: o Date - Tuesday, May 10, 2005 o Time - 4:30 p.m. eastern daylight time/1:30 p.m. pacific daylight time o Dial in number - (888) 809-3629 o Live Internet broadcast and replay can be accessed at http://www.dhbindustries.com Those choosing to listen via the 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. The Question and Answer section of the conference call will be limited to analysts and institutional investors who called the Company by 4:00 p.m. eastern daylight time on Monday, May 9, 2005 to receive an access code. ABOUT DHB INDUSTRIES, INC. DHB Industries Inc.'s Armor Group is in the rapidly growing protective body armor industry. Its highly recognized subsidiaries, Point Blank Body Armor Inc. (http://www.pointblankarmor.com) and Protective Apparel Corporation of America (PACA) (http://www.pacabodyarmor.com) are focused on the design, manufacture, and distribution of bullet resistant and protective body armor for military, law enforcement, and corrections in the US 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 Target and Wal-Mart, as well as private label distributors such as Meijer, Amerisource, Cardinal Health, and CDMA. DHB maintains facilities in Westbury, NY, Deerfield Beach, FL, Pompano 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 (Page 6) DHB Industries, Inc. March 16, 2005 EXHIBIT 99.1 OR PRICING, TECHNOLOGICAL CHANGES, THE EFFECT OF POLITICAL AND 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. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (In thousands, except share and per share data) For the Three Months Ended March 31, ___________________________ 2005 2004 ___________ ___________ Net sales $ 85,465 $ 74,403 Cost of goods sold (includes related party 62,078 53,638 purchases of $9,339 and $3,302 respectively) ___________ ___________ Gross profit 23,387 20,765 Selling, general and administrative expenses 10,816 9,872 ___________ ___________ Income before other income (expense) 12,571 10,893 ___________ ___________ Other income (expense) Interest expense (544) (299) Other income 17 10 ___________ ___________ Total other income (expense) (527) (289) ___________ ___________ Income before income taxes and minority interest 12,044 10,604 Income taxes 4,271 4,186 ___________ ___________ Income before minority interest of subsidiary 7,773 6,418 Minority interest of subsidiary (64) (59) ___________ ___________ Net income 7,709 6,359 Dividend - preferred stock (90) (90) ___________ ___________ Income available to common stockholders $ 7,619 $ 6,269 =========== =========== Earnings per common share: Basic shares $ 0.17 $ 0.15 =========== =========== Diluted shares $ 0.17 $ 0.14 =========== =========== Weighted average shares outstanding: Basic 45,293,980 40,743,784 Effect of convertible preferred 500,000 500,000 Warrants 317,926 3,898,249 ___________ ___________ Diluted 46,111,906 45,142,033 =========== =========== (Page 7) DHB INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2005 (UNAUDITED) AND DECEMBER 31, 2004 (In thousands, except share and per share data) March 31, December 31, 2005 2004 _________ ____________ ASSETS Current assets Cash and cash equivalents $ 84 $ 447 Accounts receivable, less allowance for doubtful accounts of $732 and $702, respectively 45,910 47,560 Accounts receivable - related party 70 6,583 Inventories 102,930 85,973 Deferred income tax assets 652 483 Prepaid expenses and other current assets 1,329 1,220 ________ ________ Total current assets 150,975 142,266 ________ ________ Property and equipment, net 2,540 2,632 ________ ________ Other assets Deferred income tax assets 608 593 Deposits and other assets 446 366 ________ ________ Total other assets 1,054 959 ________ ________ Total assets $154,569 $145,857 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Current maturities of long-term debt $ 8,000 $ 4,000 Accounts payable 15,351 8,014 Accrued expenses and other current liabilities 6,574 8,350 Income taxes payable 5,085 14,816 ________ ________ Total current liabilities 35,010 35,180 ________ ________ Long-term liabilities Notes payable-bank 22,747 25,634 Term loan payable 10,000 6,500 Other liabilities 1,116 1,086 ________ ________ Total liabilities 68,873 68,400 ________ ________ Commitments and contingencies Minority interest in consolidated subsidiary 495 431 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; liquidation preference $3,000 1 1 Common stock, $0.001 par value, 100,000,000 shares authorized, 45,337,575 and 45,282,536 issued 45 45 Additional paid in capital 36,096 35,540 Retained earnings 49,059 41,440 ________ ________ Total stockholders' equity 85,201 77,026 ________ ________ Total liabilities and stockholders' equity $154,569 $145,857 ======== ======== (Page 8) END -----END PRIVACY-ENHANCED MESSAGE-----