SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 10-Q
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(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED March 31, 2002, or
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE TRANSITION PERIOD FROM TO .
COMMISSION FILE NUMBER 0-18863
ARMOR HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 59-3392443
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1400 MARSH LANDING PARKWAY, SUITE 112
JACKSONVILLE, FLORIDA 32250
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (904) 741-5400
------------------------------------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]
The number of shares outstanding of the registrant's Common Stock as of May 9,
2002 is 31,209,005.
ARMOR HOLDINGS, INC.
FORM 10-Q
INDEX
Page
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS..................................... 4
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.......... 17
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK...................................... 23
PART II - OTHER INFORMATION.................................................
ITEM 1. LEGAL PROCEEDINGS........................................ 25
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K......................... 25
SIGNATURES 26
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The accompanying unaudited condensed consolidated financial statements of
Armor Holdings, Inc. and its wholly-owned subsidiaries include all adjustments
(consisting only of normal recurring accruals and the elimination of all
intercompany items and transactions) which management considers necessary for a
fair presentation of operating results as of March 31, 2002 and for the
three-month periods ended March 31, 2002 and March 31, 2001.
These unaudited condensed consolidated financial statements should be read
in conjunction with the financial statements included in our Annual Report on
Form 10-K for the year ended December 31, 2001.
3
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
MARCH 31, 2002 DECEMBER 31, 2001
-------------------------- -------------------------
(UNAUDITED) *
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 43,449 $ 53,719
Accounts receivable (net of allowance for
doubtful accounts of $2,650 and $2,609) 78,918 74,159
Costs and earned gross profit in excess of billings 2,851 5,451
Inventories 55,812 51,894
Prepaid expenses and other current assets 19,220 14,898
-------------------------- -------------------------
Total current assets 200,250 200,121
PROPERTY, PLANT AND EQUIPMENT (net
of accumulated depreciation of $16,224 and
$14,691) 45,265 46,062
GOODWILL (net of accumulated amortization
of $8,871 and $8,879) 123,650 123,673
PATENTS, LICENSES AND TRADEMARKS
(net of accumulated amortization of $2,036 and $1,930) 6,642 6,717
OTHER ASSETS 10,417 11,484
-------------------------- -------------------------
TOTAL ASSETS $ 386,224 $ 388,057
========================== =========================
* Condensed from audited financial statements.
See notes to condensed consolidated financial statements.
4
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)
(IN THOUSANDS, EXCEPT FOR SHARE DATA)
MARCH 31, 2002 DECEMBER 31, 2001
---------------------- -------------------------
(UNAUDITED) *
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 2,044 $ 2,055
Short-term debt 2,761 1,390
Accounts payable 18,295 24,136
Accrued expenses and other current liabilities 24,765 29,817
Income taxes payable 457 -
---------------------- -------------------------
Total current liabilities 48,322 57,398
LONG-TERM DEBT, less current portion 5,443 4,640
---------------------- -------------------------
Total liabilities 53,765 62,038
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred stock, $.01 par value, 5,000,000 shares
authorized; no shares issued and outstanding - -
Common stock, $.01 par value; 50,000,000 shares
authorized; 33,270,114 and 33,065,904 issued
and 31,044,229 and 30,857,019 outstanding at
March 31, 2002 and December 31, 2001,
respectively 333 331
Additional paid-in capital 303,011 301,995
Retained earnings 57,703 51,745
Accumulated other comprehensive loss (4,678) (4,473)
Treasury stock (23,910) (23,579)
---------------------- -------------------------
Total stockholders' equity 332,459 326,019
---------------------- -------------------------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 386,224 $ 388,057
====================== =========================
* Condensed from audited financial statements.
See notes to condensed consolidated financial statements.
5
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED
-----------------------------------------
MARCH 31, 2002 MARCH 31, 2001
-------------------- --------------------
REVENUES:
Products $ 35,388 $ 28,813
Mobile Security 30,659 -
Services 27,824 22,061
-------------------- --------------------
Total Revenues 93,871 50,874
-------------------- --------------------
COSTS AND EXPENSES:
Cost of sales 64,833 31,300
Operating expenses 17,927 13,544
Amortization 119 890
Restructuring and related charges - 8,700
Integration and other non-recurring charges 1,692 474
-------------------- --------------------
OPERATING INCOME (LOSS) 9,300 (4,034)
Interest expense, net 95 670
Other income, net (104) (236)
-------------------- --------------------
INCOME (LOSS) BEFORE PROVISION (BENEFIT)
FOR INCOME TAXES 9,309 (4,468)
PROVISION (BENEFIT) FOR INCOME TAXES 3,351 (1,073)
-------------------- --------------------
NET INCOME (LOSS) $5,958 $ (3,395)
==================== ====================
BASIC EARNINGS PER SHARE $ 0.19 $ (0.15)
==================== ====================
DILUTED EARNINGS PER SHARE $ 0.19 $ (0.15)
==================== ====================
WEIGHTED AVERAGE SHARES - BASIC 31,030 22,861
==================== ====================
WEIGHTED AVERAGE SHARES - DILUTED 31,986 23,650
==================== ====================
See notes to condensed consolidated financial statements.
6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
ARMOR HOLDINGS, INC. AND SUBSIDIARIES (UNAUDITED)
(IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31, 2002 MARCH 31, 2001
----------------------- ------------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 5,958 $ (3,395)
Adjustments to reconcile net income (loss) to cash used
in operating activities:
Depreciation and amortization 1,982 1,595
Loss on disposal of fixed assets 215 -
Non-cash restructuring charges, primarily write-off of goodwill - 8,084
Deferred income taxes 1,038 (2,740)
Changes in operating assets and liabilities, net of acquisitions:
Increase in accounts receivable (2,159) (1,692)
Increase in inventories (3,918) (6,190)
Increase in prepaid expenses and other assets (4,405) (2,668)
(Decrease) increase in accounts payable, accrued
expenses and other current liabilities (9,791) 1,661
Increase (decrease) in income taxes payable 457 (206)
----------------------- ------------------------
Net cash used in operating activities (10,623) (5,551)
----------------------- ------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of patents and trademarks (20) -
Purchase of property and equipment (1,192) (1,637)
Additional consideration for purchased businesses (863) -
Proceeds from sale of equity securities - 843
----------------------- ------------------------
Net cash used in investing activities (2,075) (794)
----------------------- ------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the exercise of stock options 1,105 1,485
Repurchases of treasury stock (331) -
Cash paid for stock offering costs (326) -
Repayments under long-term debt (258) -
Borrowings under line of credit 6,100 8,865
Repayments under line of credit (3,679) (9,108)
----------------------- ------------------------
Net cash provided by financing activities 2,611 1,242
Effect of exchange rate changes on cash and cash equivalents (183) (403)
----------------------- ------------------------
NET DECREASE IN CASH AND CASH EQUIVALENTS (10,270) (5,506)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 53,719 7,257
----------------------- ------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 43,449 $ 1,751
======================= ========================
See notes to condensed consolidated financial statements.
7
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - GENERAL
The accompanying condensed quarterly financial statements represent the
consolidation of Armor Holdings, Inc. and its wholly-owned subsidiaries. These
statements are unaudited and include all adjustments (consisting only of normal
recurring accruals and the elimination of all intercompany items and
transactions) considered necessary by management to present a fair statement of
the results of operations, financial position and cash flows. They have been
prepared in accordance with the instructions to Form 10-Q and accordingly, do
not include all the information and footnotes required by generally accepted
accounting principles for complete financial statements.
The results of operations for the three month period is not necessarily
indicative of the results to be expected for the full year and should be read in
conjunction with the consolidated financial statements and notes thereto
included in our Annual Report on Form 10-K for the year ended December 31, 2001.
Certain prior year amounts have been reclassified to conform to the current year
presentation.
NOTE 2 - COMPREHENSIVE INCOME
The components of comprehensive income, net of taxes of $30,000 and
$217,000 for the three months ended March 31, 2002 and 2001, respectively, are
listed below:
THREE MONTHS ENDED
MARCH 31, 2002 MARCH 31, 2001
-------------------- -------------------
(IN THOUSANDS)
Net income (loss) $ 5,958 $ (3,395)
Other comprehensive loss:
Foreign currency translations, net of tax (205) (403)
-------------------- -------------------
Comprehensive income (loss): $ 5,753 $ (3,798)
==================== ===================
8
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
(UNAUDITED)
NOTE 3 - INVENTORIES
The inventories are stated at the lower of cost or market using the
first-in, first-out (FIFO) method and are summarized as follows:
MARCH 31, 2002 DECEMBER 31, 2001
-------------- -----------------
(IN THOUSANDS)
Raw material $ 32,042 $ 28,796
Work-in-process 11,282 13,136
Finished goods 12,488 9,962
------------------------ -----------------------
Total inventories $ 55,812 $ 51,894
======================== =======================
NOTE 4 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities are summarized as follows:
MARCH 31, 2002 DECEMBER 31, 2001
------------------------ ------------------------
(IN THOUSANDS)
Accrued expenses and other current liabilities $ 19,204 $ 22,290
Deferred consideration for acquisitions 525 525
Customer deposits 5,036 7,002
------------------------ -----------------------
$ 24,765 $ 29,817
======================== =======================
9
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
(UNAUDITED)
NOTE 5 - INFORMATION CONCERNING BUSINESS SEGMENTS AND GEOGRAPHICAL SALES
We are a leading manufacturer and provider of security products, vehicle
armor systems and security risk management services. Our products and services
are used by military, law enforcement, security and corrections personnel
throughout the world, as well as governmental agencies, multinational
corporations and non-governmental organizations. We are organized and operated
under three business segments: Armor Holdings Products; Armor Mobile Security;
and ArmorGroup.
Armor Holdings Products. The Armor Holdings Products division manufactures
and sells a broad range of high quality equipment marketed under brand names
that are well known and respected in the military and law enforcement
communities. Products manufactured by this division include body armor, tactical
armor, hard armor, duty gear, less-lethal munitions, anti-riot products, police
batons, forensic products and weapon maintenance products.
Armor Mobile Security. The Armor Mobile Security division manufactures and
installs ballistic and blast protection armoring systems for military vehicles,
commercial vehicles, military aircraft and missile components. Under the brand
name O'Gara-Hess & Eisenhardt ("O'Gara"), we are the sole-source provider to the
U.S. military for the supply of armoring and blast protection systems as well as
maintenance services for the High Mobility Multi-purpose Wheeled Vehicle (HMMWV,
commonly known as the Humvee). Additionally, we have been subcontracted to
develop a ballistically armored and sealed truck cab for the High Mobility
Artillery Rocket System (HIMARS) currently in development for the U.S. Army. We
armor a variety of commercial vehicles including limousines, sedans, sport
utility vehicles, commercial trucks and cash-in-transit vehicles, to protect
against varying degrees of ballistic and blast threats. The Armor Mobile
Security division was created in connection with our acquisition of O'Gara on
August 22, 2001 (the "O'Gara acquisition"). International Training, Inc.,
which was part of the O'Gara acquisition, is now included in ArmorGroup.
ArmorGroup. The Services division provides a broad range of sophisticated
security risk management solutions to multinational corporations in diverse
industries such as natural resources, financial services and consumer products,
and to governmental and non-governmental agencies such as the U.S. Departments
of State and Defense, the United Nations and CARE International. Services
provided include security planning, advice and management, security systems
integration, intellectual property asset protection, due diligence
investigations and training programs in counterintelligence,
counter-surveillance, advanced driving techniques, computer forensics and
ballistics.
We have invested substantial resources outside of the United States and
plans to continue to do so in the future. Significant operations of ArmorGroup
are conducted in certain emerging markets in Africa, Asia and South America,
while the Armor Mobile Security division has invested substantial resources in
Europe and South America. These operations are subject to the risk of new and
different legal and regulatory requirements in local jurisdictions, tariffs and
trade barriers, potential difficulties in staffing and managing local
operations, currency risks, potential imposition of restrictions on investments,
potentially adverse tax consequences, including imposition or increase of
withholding and other taxes on remittances and other payments by subsidiaries,
and local economic, political and social conditions. Governments of many
developing countries have exercised and continue to exercise substantial
influence over many aspects of the private sector. Government actions in the
10
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
(UNAUDITED)
future could have a significant adverse effect on economic conditions in a
developing country or may otherwise have a material adverse effect on us and our
operating companies. We do not have political risk insurance in the countries in
which we currently conduct business. Moreover, applicable agreements relating to
our interests in our operating companies are frequently governed by foreign law.
As a result, in the event of a dispute, it may be difficult for us to enforce
our rights. Accordingly, we may have little or no recourse upon the occurrence
of any of these developments.
11
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
(UNAUDITED)
Revenues, income (loss) from operations and total assets for each of our
segments are as follows:
THREE MONTHS ENDED
MARCH 31, 2002 MARCH 31, 2001
-------------------------- -------------------------
(IN THOUSANDS)
Revenues:
Products $ 35,388 $ 28,813
Mobile Security 30,659 -
Services 27,824 22,061
=========================== ==========================
Total revenues $ 93,871 $ 50,874
=========================== ==========================
Operating income:
Products $ 6,404 $ 4,412
Mobile Security 3,803 -
Services 632 (7,367)
Corporate (1,539) (1,079)
--------------------------- --------------------------
Total operating income (loss) $ 9,300 $ (4,034)
=========================== ==========================
Total assets:
Products $ 153,406 $ 135,700
Mobile Security 98,804 -
Services 80,888 55,300
Corporate 53,126 34,588
--------------------------- --------------------------
Total assets $ 386,224 $ 225,588
=========================== ==========================
12
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
(UNAUDITED)
The following unaudited information with respect to revenues and operating
income (operating income before amortization expense, equity in earnings of
investee, restructuring charges and integration expense) to principal geographic
areas are as follows:
THREE MONTHS ENDED
MARCH 31, 2002 MARCH 31, 2001
------------------------ -------------------------
(IN THOUSANDS)
Revenues:
North America $ 56,759 $ 30,437
South America 9,857 5,701
Africa 6,450 5,207
Europe/Asia 20,805 9,529
------------------------- --------------------------
Total revenue $ 93,871 $ 50,874
========================= ==========================
Geographic operating income:
North America $ 7,869 $ 4,084
South America 497 868
Africa 843 608
Europe/Asia 1,902 470
------------------------- --------------------------
Total geographic operating income $ 11,111 $ 6,030
========================= ==========================
Total assets:
North America $305,491 $167,514
South America 16,466 7,973
Africa 16,019 11,698
Europe/Asia 48,248 38,403
------------------------- --------------------------
Total assets $386,224 $225,588
========================= ==========================
A reconciliation of consolidated geographic operating income to
consolidated operating income follows:
THREE MONTHS ENDED
MARCH 31, 2002 MARCH 31, 2001
------------------------ -------------------------
(IN THOUSANDS)
Consolidated geographic operating income $ 11,111 $ 6,030
Amortization (119) (890)
Restructuring and related charges - (8,700)
Integration and other non-recurring charges (1,692) (474)
------------------------ -------------------------
Operating income (loss) $ 9,300 $ (4,034)
======================== =========================
13
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
(UNAUDITED)
NOTE 6. EARNINGS PER SHARE
We follow SFAS No. 128, Earnings Per Share, which requires the presentation
of basic and diluted earnings per share. The following is a reconciliation of
the numerators and denominators of the basic and diluted earnings per share
computations for net income:
THREE MONTHS ENDED
-----------------------------------------------
MARCH 31, 2002 MARCH 31, 2001
--------------------- ----------------------
(In thousands, except per share data)
Numerator for basic and diluted earnings per share:
Net income (loss) $5,958 $(3,395)
---------------------- -----------------------
Denominator for basic earnings per share
Weighted average shares: 31,030 22,861
Effect of shares issuable under stock option
and stock grant plans, based on the
treasury stock method 956 789
---------------------- -----------------------
Denominator for diluted earnings per
share- Adjusted weighted average shares 31,986 23,650
---------------------- -----------------------
Basic earnings per share $ 0.19 $ (0.15)
====================== =======================
Diluted earnings per share $ 0.19 $ (0.15)
====================== =======================
14
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
(UNAUDITED)
NOTE 7. NEW ACCOUNTING PRONOUNCEMENTS
In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS
No. 141, "Business Combinations." SFAS No. 141 requires that the purchase method
of accounting be used for all business combinations initiated after June 30,
2001. This statement specifies that certain acquired intangible assets in a
business combination be recognized as assets separately from goodwill and that
existing intangible assets and goodwill be evaluated for these new separation
requirements. The adoption of this statement did not have a material impact on
our consolidated financial statements.
In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 changes the accounting for goodwill from an amortization
method to an impairment-only approach. Amortization of goodwill, including
goodwill recorded in past business combinations, ceased upon adoption of this
statement. In addition, this statement requires that goodwill be tested for
impairment at least annually at the reporting unit level. We implemented SFAS
No. 142 on January 1, 2002. In accordance with this statement, we are not
required to complete the transitional goodwill impairment test until June 30,
2002. We are evaluating, but have not yet determined whether adoption of this
statement will result in an impairment of goodwill. Goodwill and indefinite
lived intangible asset amortization required under previous accounting standards
of approximately $3.2 million will not be charged to the income statement in
2002. The goodwill resulting from acquisitions made by us subsequent to June 30,
2001 was immediately subject to the non-amortization provisions of SFAS 142. Had
we been accounting for goodwill under SFAS 142 for all periods presented, our
net income and earnings per share would have been as follows:
THREE MONTHS ENDED
MARCH 31, 2002 MARCH 31, 2001
-------------------- -------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Reported net income (loss) $ 5,958 $ (3,395)
Add back goodwill amortization, net of tax - 745
-------------------- -------------------
Pro forma adjusted net income (loss) $ 5,958 $ (2,650)
==================== ===================
Basic earnings per share
Reported basic earnings per share $ 0.19 $ (0.15)
Goodwill amortization, net of tax - 0.03
-------------------- -------------------
Pro forma basic earnings per share $ 0.19 $ (0.12)
==================== ===================
Diluted earnings per share
Reported diluted earnings per share $ 0.19 $ (0.15)
Goodwill amortization, net of tax - 0.03
-------------------- -------------------
Pro forma diluted earnings per share $ 0.19 $ (0.12)
==================== ===================
15
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED
(UNAUDITED)
In August 2001, the FASB issued Statement of Financial Accounting Standards
No. 143, "Accounting for Asset Retirement Obligations" (SFAS 143). SFAS 143
establishes accounting standards for recognition and measurement of a liability
for an asset retirement obligation and the associated asset retirement cost.
SFAS 143 requires the recognition of the fair value of a liability for an asset
retirement obligation in the period in which it is incurred if a reasonable
estimate of fair value can be made. If a reasonable estimate of fair value
cannot be made in the period the asset retirement obligation is incurred, the
liability shall be recognized when a reasonable estimate of fair value can be
made. The fair value of a liability for an asset retirement obligation is the
amount at which that liability could be settled in a current transaction between
willing parties, that is, other than in a forced or liquidation transaction.
SFAS 143 is effective for financial statements issued for fiscal years beginning
after June 15, 2002. The provisions of SFAS 143 will become effective for us on
January 1, 2003. The effects of adopting this standard have not been determined.
In October 2001, the FASB issued Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" (SFAS 144). SFAS 144 establishes a "primary-asset" approach to determine
the cash flow estimation period for a group of assets and liabilities that
represents the unit of accounting for a long-lived asset to be held and used.
SFAS 144 requires that a long-lived asset to be (1) abandoned, (2) exchanged for
a similar productive asset, or (3) distributed to owners in a spin-off be
considered held and used until it is abandoned, exchanged, or distributed. SFAS
144 requires (1) that spin-offs and exchanges of similar productive assets to be
recorded at the lower of carrying value or fair value, and that such assets be
classified as held and used until disposed of and (2) that any impairment loss
resulting from a spin-off or exchange of similar productive assets be recognized
when the asset is disposed of. Effective January 1, 2002, we adopted SFAS 144.
The adoption of this statement did not have a material impact on our
consolidated financial statements.
16
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following is a discussion of the results of operations and analysis of
financial condition for the three months ended March 31, 2002. The results of
operations for purchase business combinations are included since their effective
acquisition dates. The following discussion may be understood more fully by
reference to the financial statements, notes to the financial statements, and
management's discussion and analysis contained in our Annual Report on Form 10-K
for the year ended December 31, 2001, as filed with the Securities and Exchange
Commission.
Revenue Recognition. We record products revenue at the time of shipment.
Returns are minimal and do not materially effect the financial statements.
We record revenue from our Mobile Security Division when the vehicle is
shipped, except for larger commercial contracts typically longer than four
months in length and the contract for the delivery of HMMWVs to the U.S.
Government which continues through 2005. Revenue from such contracts is
recognized on the percentage of completion, units-of-work performed method.
HMMWV units sold to the U.S. Government are considered complete when the onsite
Department of Defense officer finishes the inspection of the HMMWV and approves
it for delivery. Should such contracts be in a loss position, the entire
estimated loss would be recognized for the balance of the contract at such time.
Current contracts are profitable.
We record service revenue as services are provided on a contract by
contract basis. Revenues from service contracts are recognized over the term of
the contract.
Foreign Currency Translation. In accordance with Statement of Financial
Accounting Standard No. 52, "Foreign Currency Translation," assets and
liabilities denominated in a foreign currency are translated into U.S. dollars
at the current rate of exchange as of the balance sheet date and revenues and
expenses are translated at the average monthly exchange rates. The cumulative
change in the translation adjustment, which represents the effect of translating
assets and liabilities of our foreign operations, was a pre-tax loss of
approximately $6.3 million as of March 31, 2002 and $6.1 million as of December
31, 2001.
New Accounting Pronouncements. In June 2001, the Financial Accounting
Standards Board (FASB) issued SFAS No. 141, "Business Combinations." SFAS No.
141 requires that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001. This statement specifies that
certain acquired intangible assets in a business combination be recognized as
assets separately from goodwill and that existing intangible assets and goodwill
be evaluated for these new separation requirements. The adoption of this
statement did not have a material impact on our consolidated financial
statements.
In June 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 142 changes the accounting for goodwill from an amortization
method to an impairment-only approach. Amortization of goodwill, including
goodwill recorded in past business combinations, ceased upon adoption of this
statement. In addition, this statement requires that goodwill be tested for
impairment at least annually at the reporting unit level. We implemented SFAS
No. 142 on January 1, 2002. In accordance with this statement, we are not
required to complete the transitional goodwill impairment test until June 30,
2002. We are evaluating, but have not yet determined whether adoption of
17
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED
this statement will result in an impairment of goodwill. Goodwill and indefinite
lived intangible asset amortization required under previous accounting standards
of approximately $3.2 million will not be charged to the income statement in
2002. The goodwill resulting from acquisitions made by us subsequent to June 30,
2001 was immediately subject to the non-amortization provisions of SFAS 142. Had
we been accounting for goodwill under SFAS 142 for all periods presented, our
net income and earnings per share would have been as follows:
THREE MONTHS ENDED
MARCH 31, 2002 MARCH 31, 2001
-------------------- -------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Reported net income (loss) $ 5,958 $ (3,395)
Add back goodwill amortization, net of tax - 745
-------------------- -------------------
Pro forma adjusted net income (loss) $ 5,958 $ (2,650)
==================== ===================
Basic earnings per share
Reported basic earnings per share $ 0.19 $ (0.15)
Goodwill amortization, net of tax - 0.03
-------------------- -------------------
Pro forma basic earnings per share $ 0.19 $ (0.12)
==================== ===================
Diluted earnings per share
Reported diluted earnings per share $ 0.19 $ (0.15)
Goodwill amortization, net of tax - 0.03
-------------------- -------------------
Pro forma diluted earnings per share $ 0.19 $ (0.12)
==================== ===================
In August 2001, the FASB issued Statement of Financial Accounting Standards
No. 143, "Accounting for Asset Retirement Obligations" (SFAS 143). SFAS 143
establishes accounting standards for recognition and measurement of a liability
for an asset retirement obligation and the associated asset retirement cost.
SFAS 143 requires the recognition of the fair value of a liability for an asset
retirement obligation in the period in which it is incurred if a reasonable
estimate of fair value can be made. If a reasonable estimate of fair value
cannot be made in the period the asset retirement obligation is incurred, the
liability shall be recognized when a reasonable estimate of fair value can be
made. The fair value of a liability for an asset retirement obligation is the
amount at which that liability could be settled in a current transaction between
willing parties, that is, other than in a forced or liquidation transaction.
SFAS 143 is effective for financial statements issued for fiscal years beginning
after June 15, 2002. The provisions of SFAS 143 will become effective for us on
January 1, 2003. The effects of adopting this standard have not been determined.
In October 2001, the FASB issued Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" (SFAS 144). SFAS 144 establishes a "primary-asset" approach to determine
the cash flow estimation period for a group of assets and liabilities that
represents the unit of accounting for a long-lived asset to be held and used.
SFAS 144 requires that a long-lived asset to be (1) abandoned, (2) exchanged for
a similar productive asset, or (3) distributed to owners in a spin-off be
considered held and used until it is abandoned, exchanged, or distributed. SFAS
144 requires (1) that spin-offs and exchanges of similar productive assets to be
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ARMOR HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED
recorded at the lower of carrying value or fair value, and that such assets be
classified as held and used until disposed of and (2) that any impairment loss
resulting from a spin-off or exchange of similar productive assets be recognized
when the asset is disposed of. Effective January 1, 2002, we adopted SFAS 144.
The adoption of this statement did not have a material impact on our
consolidated financial statements.
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED MARCH 31, 2001.
Products revenues. Armor Holdings Products division revenues increased $6.6
million, or 22.8%, to $35.4 million in the three months ended March 31, 2002,
compared to $28.8 million in the three months ended March 31, 2001. For the
three months ended March 31, 2002, internal revenue growth was 15.7%, including
year over year changes in acquired businesses, and acquired revenue growth was
7.1% due to the acquisitions of Identicator, Inc. ("Identicator") and Guardian
Personal Security Products, Inc. ("Guardian"), which were completed in November
2001 and August 2001, respectively.
Mobile Security revenues. Armor Holdings Mobile Security division revenues
totaled $30.7 million in the three months ended March 31, 2002. The Mobile
Security division was created through the acquisition of O'Gara which was
completed August 22, 2001. For the three months ended March 31, 2002, pro forma
revenue growth of the Mobile Security Division was 16.4%, including year over
year changes in the acquired business.
Services revenues. ArmorGroup Services division revenues increased $5.8
million, or 26.1%, to $27.8 million in the three months ended March 31, 2002
compared to $22.1 million in the three months ended March 31, 2001. For the
three months ended March 31, 2002, internal revenue growth was 17.9%, including
year over year changes in acquired businesses, and acquired growth was 8.2% due
primarily to the acquisition of International Training, Inc. ("ITI"), which was
acquired as part of the acquisition of O'Gara and is included in the ArmorGroup
Services division.
Cost of sales. Cost of sales increased by $33.5 million, or 107.1%, to
$64.8 million in the three months ended March 31, 2002 compared to $31.3 million
in the three months ended March 31, 2001. This increase was due primarily to the
O'Gara acquisition as well as increased revenue for the three months ended March
31, 2002 compared to the three months ended March 31, 2001. As a percentage of
total revenues, cost of sales increased to 69.1% of total revenues for the three
months ended March 31, 2002 from 61.5% for the three months ended March 31,
2001. This increase as a percentage of total revenues was primarily due to the
lower gross margins in the Mobile Security division as well as lower margins in
the ArmorGroup Services division compared to the same period last year.
Operating expenses. Operating expenses increased by $4.4 million, or 32.4%,
to $17.9 million (19.1% of total revenues) in the three months ended March 31,
2002 compared to $13.5 million (26.6% of total revenues) in the three months
ended March 31, 2001. This increase was primarily due to internal growth in the
overall business as well as to the operating expenses associated with the
operations of O'Gara, acquired in August 2001. The reduction in operating
expenses as a percent of sales resulted
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ARMOR HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED
from the fact that the Mobile Security division operates with lower operating
expenses as a percentage of sales.
Amortization. Amortization expense decreased $771,000, or 86.6%, to
$119,000 in the three months ended March 31, 2002 compared to $890,000 in the
three months ended March 31, 2001. This decrease was a result of the
implementation of SFAS 142, which eliminates the amortization of goodwill for
acquisitions completed after July 1, 2001 and fiscal years beginning January 1,
2002. In 2001, goodwill amortization in the first quarter amounted to $779,000.
The remaining amortization is related to patents and trademarks with finite
lives.
Restructuring and related charges. The $8.7 million restructuring and
related charges in the prior year three month period ended March 31, 2001
relates to the January 2001 restructuring plan. In January 2001, our ArmorGroup
Services division approved a restructuring plan to close its U.S. investigative
businesses, realign the division's organization, eliminate excess facilities and
reduce overhead in its businesses worldwide. In connection with this
restructuring plan, the division performed a review of its long-lived assets to
identify potential impairments. Pursuant to this restructuring plan, ArmorGroup
i) eliminated 26 employees, primarily from its investigative businesses, ii)
eliminated an additional 24 employees from its security business, iii) incurred
lease and other exit costs as a result of the closure of its investigative
businesses, and iv) wrote-down the value of both tangible and intangible assets
as a result of the impairment review. Most of the significant actions
contemplated by the restructuring plan have been completed.
As of March 31, 2002, we had a remaining liability of $334,000 relating to
lease termination and other exit costs after first quarter utilization of
reserves for lease related costs ($20,000). The remaining liability has been
classified in accrued expenses and other current liabilities on the consolidated
balance sheet.
Integration and other non-recurring charges. Integration and other
non-recurring charges increased $1.2 million, or 257.0%, to $1.7 million in the
three month period ended March 31, 2002 compared to $474,000 in the three months
ended March 31, 2001. These charges relate to the integration of O'Gara,
Identicator and Guardian which were acquired subsequent to the first quarter of
2001.
Operating income (loss). Operating income (loss) increased $13.3 million to
$9.3 million in the three months ended March 31, 2002 compared to ($4.0) million
in the three months ended March 31, 2001 due to the factors discussed above.
Interest expense, net. Interest expense, net decreased by $575,000, or
85.8%, to $95,000 in the three months ended March 31, 2002 compared to $670,000
in the three months ended March 31, 2001. This decrease was due primarily to the
repayment of long-term debt under our revolving credit facility with the net
proceeds of the secondary common stock offering completed in December 2001.
Other income, net. Other income, net, was $104,000 in the three months
ended March 31, 2002, compared to other income, net of $236,000 for the three
months ended March 31, 2001. Other income, net for the three months ended March
31, 2002 was primarily foreign exchange gains. Other income, net for the three
months ended March 31, 2001 was primarily resulted from the sale of our
investment in JSGS.
20
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED
Income before provision (benefit) for income taxes. Income before provision
(benefit) for income taxes increased by $13.8 million to $9.3 million in the
three months ended March 31, 2002 compared to ($4.5) million in the three months
ended March 31, 2001 due to the reasons discussed above.
Provision (benefit) for income taxes. Provision (benefit) for income taxes
was $3.4 million in the three months ended March 31, 2002 compared to a benefit
of ($1.1 million) in the three months ended March 31, 2001. The effective tax
rate for the three months ended March 31, 2002 was 36% compared to a benefit of
24.0% for the three months ended March 31, 2001. Our effective tax rate in the
three months ended March 31, 2002 reflects management's expectation of our
effective tax rate for the 2002 fiscal year and includes the benefits associated
with the cessation of amortization of non-deductible goodwill for book purposes.
Our expected effective tax rate for fiscal 2002 is not necessarily indicative of
what our actual effective rate will be due to the changing concentration and mix
of income in the various countries in which we operate. The increase in the
effective tax rate in the three months ended March 31, 2002 is due to the higher
level of income in the three months ended March 31, 2002 compared to same period
in fiscal 2001.
Net income (loss). Net income (loss) increased by $9.4 million to $6.0
million in the three months ended March 31, 2002 compared to ($3.4) million for
the three months ended March 31, 2001 due to the factors discussed above.
LIQUIDITY AND CAPITAL RESOURCES
We anticipate that the cash generated from operations, cash on hand and
borrowings under the Credit Agreement will enable us to meet liquidity, working
capital and capital expenditure requirements during the next 12 months. We may,
however, require additional financing to pursue our strategy of growth through
acquisitions. If such financing is required, there are no assurances that it
will be available, or if available, that it can be obtained on terms favorable
to us or on a basis that is not dilutive to stockholders.
We had working capital of $151.9 million and $142.7 million as of March 31,
2002 and December 31, 2001, respectively.
Our spending for its fiscal 2002 capital expenditures is expected to be
approximately $11.0 million, of which we have already spent approximately $1.2
million in fiscal year 2002. Such expenditures include, leasehold improvements,
information technology and communications infrastructure equipment and software,
and manufacturing machinery and equipment.
In March 2002, our Board of Directors approved a stock repurchase program
that allows us to repurchase up to 10% of our outstanding shares. To date we
have not repurchased any shares under this program. We expect to continue our
policy of repurchasing our common stock at opportune intervals. In addition,
our Credit Agreement permits us to repurchase shares of our common stock if the
Company's ratio of Consolidated Total Indebtedness to Consolidated EBITDA (as
such terms are defined in the Credit Agreement) for any rolling twelve month
period is less than 2:00 to 1, and there is no limitation under the Credit
Agreement on the amount of stock that we can repurchase within these guidelines.
FORWARD LOOKING AND CAUTIONARY STATEMENTS
Except for the historical information and discussions contained herein,
statements contained in this Form 10-Q may constitute "forward looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements involve a number of risks, uncertainties and other
factors that could cause actual results to differ materially, including, but not
limited to, our failure to continue to develop and market new and innovative
products and services and to keep pace with technological change; competitive
pressures; failure to obtain or protect intellectual property rights; the
21
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED
ultimate effect of various domestic and foreign political and economic issues on
our business, financial condition or results of operations; quarterly
fluctuations in revenues and volatility of stock prices; contract delays; cost
overruns; our ability to attract and retain key personnel; currency and customer
financing risks; dependence on certain suppliers; changes in the financial or
business condition of our distributors or resellers; our ability to successfully
manage acquisitions, alliances and integrate past and future business
combinations; regulatory, legal, political and economic changes and other risks,
uncertainties and factors inherent in our business and otherwise discussed
elsewhere in this Form 10-Q and in our other filings with the Securities and
Exchange Commission or in materials incorporated therein by reference.
22
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a result of our global operating and financial activities, we are
exposed to changes in raw material prices, interest rates and foreign currency
exchange rates, which may adversely affect our results of operations and
financial position. In seeking to minimize the risks and/or costs associated
with such activities, we manage exposure to changes in raw material prices,
interest rates and foreign currency exchange rates through our regular operating
and financing activities. We do not utilize financial instruments for trading or
other speculative purposes, nor do we utilize leveraged financial instruments or
other derivatives.
MARKET RATE RISK
The following discussion about our market rate risk involves
forward-looking statements. Actual results could differ materially from those
projected in the forward-looking statements. We are exposed to market risk
related to changes in interest rates, foreign currency exchange rates and equity
security price risk. We do not use derivative financial instruments for
speculative or trading purposes.
Interest Rate Risk. Our exposure to market rate risk for changes in
interest rates relate primarily to borrowings under our credit facilities and
our short-term monetary investments. To the extent that, from time to time, we
hold short-term money market instruments, there is a market rate risk for
changes in interest rates on such instruments. To that extent, there is inherent
rollover risk in the short-term money market instruments as they mature and are
renewed at current market rates. The extent of this risk is not quantifiable or
predictable because of the variability of future interest rates and business
financing requirements. However, there is no risk of loss of principal in the
short-term money market instruments, only a risk related to a potential
reduction in future interest income. Derivative instruments are not presently
used to adjust our interest rate risk profile. We do not use derivative
financial instruments to hedge this interest rate risk. However, in the future,
we may consider the use of financial instruments to hedge interest rate risk.
Foreign Currency Exchange Rate Risk. The majority of our business is
denominated in U.S. dollars. There are costs associated with our operations in
foreign countries that require payments in the local currency. Where appropriate
and to partially manage our foreign currency risk related to those payments we
receive payment from customers in local currencies in amounts sufficient to meet
our local currency obligations. We do not use derivatives or other financial
instruments to hedge foreign currency risk.
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS
We do business in numerous countries, including emerging markets in Africa,
Asia, South America, Russia, and CIS. We have invested substantial resources
outside of the United States and plan to continue to do so in the future. Our
international operations are subject to the risk of new and different legal and
regulatory requirements in local jurisdictions, tariffs and trade barriers,
potential difficulties in staffing and managing local operations, potential
imposition of restrictions on investments, potentially adverse tax consequences,
including imposition or increase of withholding and other taxes on remittances
and other payments by subsidiaries, and local economic, political and social
conditions. Governments of many developing countries have exercised and continue
to exercise substantial
23
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
influence over many aspects of the private sector. Government actions in the
future could have a significant adverse effect on economic conditions in a
developing country or may otherwise have a material adverse effect on us and our
operating companies. We do not have political risk insurance in the countries in
which we currently conducts business, but periodically analyze the need for and
cost associated with this type of policy. Moreover, applicable agreements
relating to our interests in our operating companies are frequently governed by
foreign law. As a result, in the event of a dispute, it may be difficult for the
us to enforce our rights. Accordingly, we may have little or no recourse upon
the occurrence of any of these developments.
24
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
PART II
ITEM 1. LEGAL PROCEEDINGS
Reference is made to Item 3, Legal Proceedings, in our Annual Report on
Form 10-K for the year ended December 31, 2001 for a description of legal
proceedings.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following exhibits are hereby filed as part of this Quarterly Report on
Form 10-Q.
*10.1 Employment agreement between Jonathan M. Spiller and Armor
Holdings, Inc. dated as of January 1, 2002.
*10.2 Employment agreement between Robert R. Schiller and Armor
Holdings, Inc. dated as of January 1, 2002.
*10.3 Employment agreement between Stephen E. Croskrey and Armor
Holdings, Inc. dated as of January 1, 2002.
*10.4 Employment agreement between Warren B. Kanders and Armor
Holdings, Inc. dated as of January 1, 2002.
10.5 Consulting agreement between Kanders and Company, Inc. and Armor
Holdings, Inc. dated as of January 1, 2002.
**10.6 Armor Holdings, Inc. 2002 Executive Stock Plan.
* This exhibit represents a management contract.
** This exhibit represents a compensatory plan.
(b) Reports on Form 8-K
None
25
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
ARMOR HOLDINGS, INC.
/s/ Jonathan M. Spiller
----------------------------------
Jonathan M. Spiller
President, Chief Executive Officer
and Director
Dated: May 13, 2002
/s/ Robert R. Schiller
-------------------------------------
Robert R. Schiller
Executive Vice President and Chief Financial Officer
Dated: May 13, 2002
26