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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED
March 31, 2000 Commission File No. 0-22429
DHB CAPITAL GROUP INC
(Exact name of Registrant as specified in its charter)
Delaware 11-3129361
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
555 Westbury Avenue, Carle Place, New York 11514
(Address of principal executive offices)
Registrant's telephone number: (516) 997-1155
Former name, former address and former fiscal year, if changed since last
report:
- --------------------------------------------------------------------------------
Not applicable
Indicate by check whether the registrant (1) filed all reports required to be
filed by section 13 or 15(d) of the Exchange Act 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 [ ]
As of May 9, 2000, there were 32,355,890 shares of Common Stock, $.001 par value
outstanding.
<PAGE>
CONTENTS
PART I Financial Information Page
--------------------- ----
Item 1. Financial Statements
Consolidated Balance Sheet as of March 31, 2000 and December 31, 1999 2
Unaudited Consolidated Statements of Operations and Retained Earnings
For The Three Months Ended March 31, 2000, 1999 and 1998 3
Unaudited Consolidated Statements of Cash Flows For The Three Months
Ended March 31, 2000, 1999 and 1998 4
Unaudited Notes to Consolidated Financial Statements 5
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition 5-6
PART II Other Information 6
-----------------
Signatures 7
<PAGE>
<TABLE>
<CAPTION>
DHB CAPITAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
Unaudited
March 31, December 31,
ASSETS 2000 1999
------ ------------ ------------
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents $ 279,626 $ 473,441
Accounts receivable, less allowance for doubtful
Accounts of $747,388and $757,741 5,586,727 5,208,365
Inventories 9,499,943 9,045,853
Net assets held for sale -- 3,928,980
Prepaid expenses and other current assets 599,482 596,441
------------ ------------
Total Current Assets 15,965,778 19,253,080
------------ ------------
PROPERTY AND EQUIPMENT, net 2,308,980 2,252,693
------------ ------------
OTHER ASSETS
Intangible assets, net 8,075 14,353
Investments in non-marketable securities 1,000,000 1,000,000
Deferred tax assets 444,000 444,000
Deposits and other assets 307,092 335,371
------------ ------------
Total Other Assets 1,759,167 1,793,724
------------ ------------
TOTAL ASSETS $ 20,033,925 $ 23,299,497
============ ============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY DEFICIENCY
<S> <C> <C>
CURRENT LIABILITIES
Notes payable-bank $ -- $ 5,000,000
Accounts payable 9,715,106 9,495,663
Accrued expenses and other current liabilities 2,969,552 2,557,290
Current maturities of long term debt 100,218 152,815
------------ ------------
Total Current Liabilities 12,784,876 17,205,768
------------ ------------
LONG TERM LIABILITIES
Long term debt, net of current maturities 113,021 233,582
Note Payable - stockholder 16,046,469 16,046,469
------------ ------------
Total Long Term Debt 16,159,490 16,280,051
------------ ------------
Total Liabilities 28,944,366 33,485,819
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIENCY
Common stock, $.001 par value, 100,000,000 shares
authorized, 32,332,181 and outstanding 32,332 32,332
Additional paid in capital 25,682,874 25,691,774
Subscription receivable -- (700,025)
Foreign currency translation adjustment (25,219) 12,408
Accumulated deficit (34,600,428) (35,222,811)
------------ ------------
STOCKHOLDERS' DEFICIENCY (8,910,441) (10,186,322)
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIENCY
$ 20,033,925 $ 23,299,497
============ ============
</TABLE>
See accompanying notes to financial statements.
2
<PAGE>
<TABLE>
<CAPTION>
DHB CAPITAL GROUP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31,
2000 1999 1998
------------ ------------ ------------
<S> <C> <C> <C>
Net sales $ 13,575,648 $ 7,370,132 $ 8,600,681
Cost of sales 9,594,341 4,697,820 5,859,642
------------ ------------ ------------
Gross Profit 3,981,307 2,672,312 2,741,039
Selling, general and administrative expenses 2,886,689 1,941,518 2,718,509
------------ ------------ ------------
Income before other income (expense) 1,094,618 730,794 22,530
------------ ------------ ------------
Other Expenses (785,034) (322,546) (93,559)
------------ ------------ ------------
Income (Loss) from Continuing Operations 309,584 408,248 (71,029)
Discontinued operations
Loss from discontinued operations (517,288) (333,871) (406,092)
Gain on disposal of discontinued operations 857,860 -- --
------------ ------------ ------------
Total income (loss) from discontinued operations 340,572 (333,871) (406,092)
Income (loss) before income taxes 650,156 74,377 (477,121)
Income taxes 27,773 42,967 7,950
------------ ------------ ------------
Net income (loss) 622,383 31,410 (485,071)
Accumulated Deficit Beginning (35,222,811) (3,100,898) (3,230,700)
------------ ------------ ------------
Accumulated Deficit Ending (34,600,428) $ (3,069,488) $ (3,715,771)
============ ============ ============
Earnings (loss) per common share
Basic shares .019 0.001 (0.018)
============ ============ ============
Diluted shares .019 0.001 (0.017)
============ ============ ============
Weighted shares outstanding
Basic shares 32,332,181 25,555,440 27,137,331
Warrants -- 4,519,056 916,628
------------ ------------ ------------
Diluted shares 32,332,181 30,074,496 28,053,959
============ ============ ============
</TABLE>
See accompanying notes to financial statements.
3
<PAGE>
<TABLE>
<CAPTION>
DHB CAPITAL GROUP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31,
CASH FLOWS FROM OPERATING ACTIVITIES 2000 1999 1998
----------- ----------- -----------
<S> <C> <C> <C>
Net Income (loss) $ 622,383 $ 31,410 $ (485,071)
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization 105,025 229,484 265,754
Stock issued in settlement of a lawsuit -- 695,001 --
Stock issued for services -- 70,000 --
Unrealized loss on marketable securities -- (115,853) --
Changes in assets and liabilities
(Increase) Decrease in:
Accounts receivable (378,362) 587,267 (610,645)
Marketable securities -- (77,019) 1,615,471
Inventories (454,090) (2,045,670) (606,359)
Prepaid expenses and other current assets (3,041) (1,204,528) (718,283)
Deferred taxes -- (124,680) --
Deposits and other assets 28,279 24,253 (1,333)
Increase (decrease) in:
Accounts payable 219,443 232,384 (362,034)
Accrued expenses and other current liabilities 412,263 861,552 445,853
State income taxes payable -- -- --
----------- ----------- -----------
Net cash provided (used) by operating activities 551,900 (836,399) (456,647)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for purchase of assets of subsidiary, net of cash acquired 3,933,980 -- (4,582,402)
Payments made for property and equipment (160,034) (178,289) (567,507)
----------- ----------- -----------
Net Cash provided (used) by investing activities 3,773,946 (178,289) (5,149,909)
----------- ----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds (repayments) of note payable- bank (5,000,000) 825,000 700,000
Proceeds from shareholder note -- (106,000) 7,000,000
Principal payments on long-term debt (173,158) (24,162) (19,116)
Foreign Currency Translation (37,627) (15,472) (10,585)
Purchase of treasury stock -- -- (2,384,015)
Net proceeds from sale of common stock 691,125 100,000 --
----------- ----------- -----------
Net cash provided by financing activities (4,519,660) 779,366 5,286,284
=========== =========== ===========
NET DECREASE IN CASH AND EQUIVALENTS (193,814) (235,322) (320,272)
CASH AND CASH EQUIVALENTS - BEGINNING 473,441 519,117 882,884
----------- ----------- -----------
CASH AND CASH EQUIVALENTS - END $ 279,626 $ 283,795 $ 562,612
=========== =========== ===========
Supplemental cash flow information Cash paid for:
Interest $ 88,272 $ 92,112 $ 123,296
Taxes $ 23,829 $ 43,327 $ 1,817
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
DHB CAPITAL GROUP INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS ENDED MARCH 31, 2000, 1999 AND 1998
Item 1. Consolidated Financial Statements:
The consolidated balance sheet at the end of the preceding year has been
derived from the audited consolidated balance sheet contained in the
Company's form 10-K and is presented for comparative purposes. All other
financial statements are unaudited. All unaudited amounts are subject to
year-end adjustments and audit, but the Company believes all adjustments,
consisting only of normal and recurring adjustments, necessary to present
fairly the financial condition, results of operations and changes in cash
flows for all interim periods have been made. The results of operations
for interim periods are not necessarily indicative of the operating
results for the full year.
Footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted
in accordance with published rules and regulations of the Securities and
Exchange Commission. These consolidated financial statements should be
read in conjunction with the audited consolidated financial statements and
notes thereto included in the Company's form 10-K for the most recent
fiscal year.
The consolidated financial statements of DHB Capital Group, Inc. and
Subsidiaries (the "Company") are unaudited and reflect all adjustments,
which are, in the opinion of management, necessary for a fair presentation
of the financial position and operating results for the interim period.
The consolidated Company includes the following entities: DHB Capital
Group Inc., Lanxide Armor Products Inc., Lanxide Electronic Components
Inc., NDL Products Inc., Orthopedic Products Inc., Point Blank Body Armor
Inc. and Protective Apparel Corporation of America.
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.
Results of Operations
Three Months Ended March 31, 2000, Compared to the Three Months Ended March 31,
1999.
Consolidated net sales increased 84% to $13,575,648 for the three
months ended March 31, 2000 as compared to $7,370,132 for the three months ended
March 31, 1999 primarily as a result of shipments on the "Interceptor Contract".
The Interceptor Contract's is a current contract with the US Military expiring
in 2004. Operating income rose to approximately $1,090,000 for the first quarter
of 2000 versus $730,764 for the first quarter of 1999.The Company incurred legal
fees during the first quarter of 2000 for cases which have since been resolved.
Net income was approximately $622,000 for the three months ended March 31, 2000
as compared to approximately $31,000 for the three months ended March 31, 1999.
On March 10, 2000 the Company sold its Electronics Division. For the period
ended March 31, 2000, the company showed a gain from discontinued operations of
$340,572 as compared to a loss of $333,871 for the three months ended March 31,
1999.
5
<PAGE>
Three Months Ended March 31, 1999, Compared to the Three Months Ended March 31,
1998.
Consolidated net sales were approximately $7,370,000 and $8,600,000 for
the three months end March 31, 1999 and 1998, respectively. Sales decreased by
approximately $1,150,000 due to delays in shipping dates for a major customer.
Consolidated gross profits increased to 36% for quarter ended March 31, 1999.
The increase of 6% is the result of improved operating efficiencies.
Liquidity and Capital Resources
The Company's primary capital requirements over the next twelve months are to
assist PACA, all of the operating subsidiaries in financing their working
capital requirements. Working capital is needed to finance the receivables,
manufacturing process and inventory. Working capital at March 31, 2000 was
approximately $3.18 million as compared to $19.7 million and $13 million at
March 31, 1999 and 1998, respectively. The current ratio at March 31, 2000 was
1.24 as compared to 1.11 as of December 31, 1999. The Company's cash flow
statement showed net cash provided by operating activities for the three months
ended March 31, 2000 of $551,900 as compared to cash used by operating
activities of ($836,399) and ($456,647) for the periods ended March 31, 1999 and
1998, respectively.
Cash, cash equivalents, and marketable securities totaled $279,626 at March 31,
2000 as compared to $890,142 at March 31, 1999. As of December 31, 1999, the
Company had a line of credit with the Bank of New York for $5,000,000 and the
Company's assets secured the line. On March 10, 2000 the Company repaid the
entire line of credit using the proceeds from the sale of the Electronics Group.
Effect of Inflation and Changing Prices.
The Company did not experience increases in raw material prices during the three
months ended March 31, 2000, 1999 and 1998. The Company believes it will be able
to increase prices on their products to meet future price increases in raw
materials, should they occur.
Special Note Regarding Forward-Looking Statements
This Annual Report contains certain forward-looking statements and information
relating to the Company that is based on the beliefs of the Company's management
as well as assumptions made by and information currently available to the
Company's management. When used in this document, the words "anticipate,"
"believe," "estimate", "expect", "going forward", and the similar expressions,
as they relate to the Company or Company management, are intended to identify
forward-looking statements. Such statements reflect the current views of the
<PAGE>
Company with respect to future events and are subject to certain risks,
uncertainties and assumptions. Should one or more of these risks or
uncertainties materialize, or should the underlying assumptions prove incorrect,
actual results may vary materially from those described herein as anticipated,
believed, estimated or expected. The Company does not intend to update these
forward-looking statements.
PART II. OTHER INFORMATION-
No change.
6
<PAGE>
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 by the
undersigned, thereunto duly authorized.
Dated: May 10, 2000 DHB CAPITAL GROUP INC.
/S/ David H. Brooks
-------------------
David H. Brooks
Chairman of the Board,
and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed on behalf of the Registrant and in capacities and at the dates
indicated:
Signature Capacity Date
--------- -------- ----
/S/ David H. Brooks Chairman of the Board May 10, 2000
- -------------------
David H. Brooks
/S/ Dawn Schlegel Chief Financial Officer May 10, 2000
- -----------------
Dawn Schlegel
/S/ Gary Nadelman Director May 10, 2000
- -----------------
Gary Nadelman
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-END> MAR-30-2000
<CASH> 279,626
<SECURITIES> 0
<RECEIVABLES> 9,499,943
<ALLOWANCES> 747,388
<INVENTORY> 9,499,943
<CURRENT-ASSETS> 15,965,778
<PP&E> 2,308,980
<DEPRECIATION> 1,865,454
<TOTAL-ASSETS> 23,033,925
<CURRENT-LIABILITIES> 12,784,876
<BONDS> 0
<COMMON> 32,332
0
0
<OTHER-SE> (8,878,109)
<TOTAL-LIABILITY-AND-EQUITY> 23,033,925
<SALES> 13,575,648
<TOTAL-REVENUES> 13,575,648
<CGS> 9,594,341
<TOTAL-COSTS> 9,594,341
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 785,034
<INCOME-PRETAX> 309,584
<INCOME-TAX> 27,773
<INCOME-CONTINUING> 281,811
<DISCONTINUED> 340,572
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 622,383
<EPS-BASIC> .019
<EPS-DILUTED> .019
</TABLE>
