-----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, Un0/+kPmE1iFujAwh+fB/Gzu4J1TVrmVrt5bqf8If/LaeckN2IC+wekV9nqT/P49 QXAlXnUNzN/aia9rlmHmiA== 0001092306-05-000379.txt : 20050728 0001092306-05-000379.hdr.sgml : 20050728 20050728160046 ACCESSION NUMBER: 0001092306-05-000379 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050728 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050728 DATE AS OF CHANGE: 20050728 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: 05981199 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 form8k072805.txt FORM 8-K 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): July 28, 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 July 28, 2005, DHB Industries, Inc. (the "Company") issued a press release announcing the Company's second quarter and six month 2005 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 JULY 28, 2005: DHB INDUSTRIES REPORTS SECOND 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: July 28, 2005 (Page 3) EXHIBIT INDEX Page No. 99.1 News Release of DHB Industries, Inc. issued 5 July 28, 2005: DHB Industries Reports Second Quarter Results (furnished solely pursuant to Item 2.02 of Form 8-K). (Page 4) EX-99.1 2 ex99-1.txt PRESS RELEASE EXHIBIT 99.1 [COMPANY LOGO APPEARS HERE] NEWS FROM DHB INDUSTRIES INC. 400 Post Avenue: Suite 303 Westbury, NY 11590 T: 516/997-1155 F: 516/997-1144 www.dhbindustries.com Company Contact: Ishmon Burks, VP iburks@dhbt.com DHB INDUSTRIES REPORTS RECORD SECOND QUARTER RESULTS [COMPANY LOGO APPEARS HERE] NEWS FROM DHB INDUSTRIES INC. 400 Post Avenue: Suite 303 Westbury, NY 11590 T: 516/997-1155 F: 516/997-1144 www.dhbindustries.com Company Contact: Ishmon Burks, VP iburks@dhbt.com WESTBURY, NY - July 28, 2005 - DHB Industries Inc. (AMEX: DHB), which principally operates in the rapidly growing field of body armor, announced today results for the second quarter ended June 30, 2005. DHB posted record second quarter revenues of over $88 million and its 22nd consecutive year-over-year increase in quarterly revenues. For the second quarter ended June 30, 2005, DHB reported revenues of $88,196,000 as compared to revenues of $86,066,000 in the second quarter of 2004. DHB was cash flow positive, generating $13,252,000 in cash from operations this quarter. During the second quarter of 2004, DHB was cash flow negative, using cash in operations of $16,257,000. Operating income was $12,642,000 as compared to $12,990,000 in the comparable year-ago period. Income available to common stockholders was $7,598,000 as compared to $7,570,000 in the second quarter of 2004. Earnings per share was $0.17 per diluted share as compared to $0.17 per diluted share reported in the year-ago period. The effective tax rate was 35.5% as compared to 39.1% in the second quarter last year. Weighted shares outstanding on a diluted basis were 46,021,501 as compared to 45,739,277 in the comparable 2004 period. The gross profit margin for the second quarter of 2005 was 27.2% versus 27.7% in the comparable year-ago period. Selling, general and administrative expenses were 12.9% of net sales versus 12.7% of net sales for the second quarter of 2004. For the six months ended June 30, 2005, DHB reported record revenues of $173,661,000 as compared to revenues of $160,469,000 for the first six months of 2004. DHB was cash flow positive during this period, generating $8,291,000 of cash from operations. During the second quarter of 2004, the Company was cash flow negative, using cash in operations of $19,425,000. Operating income increased to a record $25,213,000 as compared to $23,883,000 in the first six months of 2004. Income available to common stockholders was a record $15,217,000 or $0.33 per diluted share as compared to $13,839,000 or $0.30 per diluted share in comparable period last year. The effective tax rate was 35.5% as compared to 39.6% reported in the comparable six month period of 2004. Stockholders' equity rose to $92,799,000 at June 30, 2005, a 20.5% increase as compared to $77,026,000 at year-end December 31, 2004 and an increase of 8.9% as compared to $85,201,000 at March 31, 2005. Commenting on the Company's second quarter performance, General (Ret.) Larry Ellis said, "I am very pleased with the progress we've made this past quarter, as we continue to execute on our strategy to become the leading and trusted provider of protective body armor to the U.S. Armed Forces, and our nation's federal, state and law enforcement agencies. Our second quarter results are indicative of the ongoing demand for our products and reinforce the quality and reliability that our customers have come to depend upon. The management team at DHB remains focused on driving both top-and bottom-line results and we believe our efforts to strengthen our senior staff, improve business processes and expand our market presence both domestically and internationally will lead to enhanced shareholder value over the long-term." DHB REPORTS RECORD SECOND QUARTER RESULTS PAGE 2 OF 5 Sandra Hatfield, the Company's Chief Operating Officer, said, "We continue to work very closely with our customers and partners to ensure that our products and services exceed their expectations. And despite ongoing industry-wide supply issues, we have continued to meet customer demand. I'm encouraged by the strong receptivity our products have received in the market place, and the steps we are taking to drive product innovation." 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: * Date: Thursday, July 28, 2005 * Time: 4:30 p.m. eastern daylight time / 1:30 p.m. pacific daylight time * Dial-in Number: (866) 271-6130 * 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 by eastern daylight time on Wednesday, July 27, 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 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. [COMPANY LOGO GOES HERE] NEWS FROM DHB INDUSTRIES INC. 400 Post Avenue: Suite 303 Westbury, NY 11590 T: 516/997-1155 F: 516/997-1144 www.dhbindustries.com Company Contact: Ishmon Burks, VP iburks@dhbt.com DHB REPORTS RECORD SECOND QUARTER RESULTS PAGE 3 OF 5 DHB Sports Group produces and markets a comprehensive line of athletic supports and braces which are merchandised through national superstore chains including Wal-Mart, Walgreen's and Kerr Drugs as well as private label distributors such as Meijer, Amerisource, Cardinal Health, and Chain Drug Marketing Association (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, WHICH ARE BASED LARGELY ON THE COMPANY'S EXPECTATIONS AND ARE SUBJECT TO VARIOUS BUSINESS RISKS AND UNCERTAINTIES, CERTAIN OF WHICH ARE BEYOND THE COMPANY'S CONTROL. WORDS SUCH AS "EXPECTS," "ANTICIPATES," "TARGETS," "GOALS," "PROJECTS," "INTENDS," "PLANS," "BELIEVES," "SEEKS," "ESTIMATES," VARIATIONS OF SUCH WORDS, AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY SUCH FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE ONLY PREDICTIONS THAT SPEAK AS OF THE DATE HEREOF AND ARE SUBJECT TO RISKS, UNCERTAINTIES AND ASSUMPTIONS THAT ARE DIFFICULT TO PREDICT. THEREFORE, ACTUAL RESULTS MAY DIFFER MATERIALLY AND ADVERSELY FROM THOSE EXPRESSED IN ANY FORWARD-LOOKING STATEMENTS. FACTORS THAT MIGHT CAUSE OR CONTRIBUTE TO SUCH DIFFERENCES INCLUDE, BUT ARE NOT LIMITED TO, THOSE DISCUSSED IN OUR REPORTS ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION. YOU ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS THAT SPEAK ONLY AS OF THE DATE HEREOF. WE UNDERTAKE NO OBLIGATION TO REVISE OR UPDATE PUBLICLY ANY FORWARD-LOOKING STATEMENTS TO REFLECT ANY CHANGE IN THE EXPECTATIONS OF OUR MANAGEMENT WITH REGARD THERETO OR ANY CHANGE IN EVENTS, CONDITIONS, OR CIRCUMSTANCES ON WHICH ANY SUCH STATEMENTS ARE BASED. COMPANY CONTACTS: Ishmon F. Burks, VP Glenn Wiener DHB Industries Inc. GW Communications for DHB 516/997-1155 or iburks@dhbt.com 212/786-6011 or gwiener@GWCco.com *** 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 For the Six Months Ended June 30, June 30, 2005 2004 2005 2004 ------ ------ ------ ---- Net sales $88,196 $86,066 $173,661 $160,469 Cost of goods sold (includes related party purchases of $2,535, $4,917, $11,874, and $8,219, respectively) 64,166 62,186 126,244 115,824 ------ ------ ------- ------- Gross profit 24,030 23,880 47,417 44,645 Selling, general and administrative expenses 11,388 10,890 22,204 20,762 ------ ------ ------- ------- Income before other income (expense) 12,642 12,990 25,213 23,883 ------ ------ ------- ------- Other income (expense) Interest expense (645) (359) (1,189) (658) Other income 10 4 27 14 ------ ------ ------- ------- Total other income (expense) (635) (355) (1,162) (644) ------ ------ ------- ------- Income before income taxes and minority interest 12,007 12,635 24,051 23,239 Income taxes 4,259 4,936 8,530 9,122 ----- ----- ----- ----- Income before minority interest of subsidiary 7,748 7,699 15,521 14,117 Minority interest of subsidiary (60) (39) (124) (98) ------ ------ ------- ------- Net income 7,688 7,660 15,397 14,019 Dividend - preferred stock (90) (90) (180) (180) ------ ------ ------- ------- Income available to common stockholders $7,598 $7,570 $15,217 $13,839 ====== ====== ======= ======= Earnings per common share: Basic shares $0.17 $0.19 $0.34 $0.34 ===== ===== ===== ===== Diluted shares $0.17 $0.17 $0.33 $0.30 ===== ===== ===== ===== Weighted average shares outstanding: Basic shares 45,300,796 40,808,345 45,297,388 40,776,064 Effect of convertible preferred 500,000 500,000 500,000 500,000 Warrants 220,705 4,430,932 269,315 4,164,590 ------- --------- ------- --------- Diluted shares 46,021,501 45,739,277 46,066,703 45,440,654 ========== ========== ========== ==========
*** Balance Sheet to Follow ***
DHB INDUSTRIES, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2005 (UNAUDITED) AND DECEMBER 31, 2004 (In thousands, except share and per share data) June 30, December 31, ASSETS 2005 2004 ---- ---- Current assets Cash and cash equivalents $62 $447 Accounts receivable, less allowance for doubtful accounts of $762 and $702, respectively 37,640 47,560 Accounts receivable - related party 6,583 Inventories 101,353 85,973 Deferred income tax assets 615 483 Prepaid expenses and other current assets 1,771 1,220 ------- ------- Total current assets 141,441 142,266 ------- ------- Property and equipment, net 2,477 2,632 ------- ------- Other assets Deferred income tax assets 580 593 Deposits and other assets 1,122 366 ------- ------- Total other assets 1,702 959 ------- ------- Total assets $145,620 $145,857 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Current maturities of term loan payable $8,000 $4,000 Accounts payable 10,891 8,014 Accrued expenses and other current liabilities 7,160 8,350 Income taxes payable 5,373 14,816 ------- ------- Total current liabilities 31,424 35,180 ------- ------- Long-term liabilities Notes payable-bank 10,708 25,634 Term loan payable 9,000 6,500 Other liabilities 1,134 1,086 ------- ------- Total liabilities 52,266 68,400 ------- ------- Commitments and contingencies Minority interest in consolidated subsidiary 555 431 Stockholders' equity Convertible preferred stock, $0.001 par value, 5,000,000 shares 1 1 authorized, 500,000 shares of Series A, 12% convertible preferred stock issued and outstanding; liquidation preference $3,000 Common stock, $0.001 par value, 100,000,000 shares 45 45 authorized, 45,337,575 and 45,282,536 issued Additional paid in capital 36,096 35,540 Retained earnings 56,657 41,440 ------- ------- Total stockholders' equity 92,799 77,026 ------- ------- Total liabilities and stockholders' equity $145,620 $145,857 ======== ========
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