================================================================================
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
Form 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED
September 30, 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 November 2, 2000, there were 32,068,917 shares of Common Stock, $.001 par
value outstanding.
===============================================================================
<PAGE>
CONTENTS
Page
----
PART I Financial Information
---------------------
Item 1. Financial Statements
Consolidated Balance Sheet as of September 30, 2000
and December 31, 1999 2
Unaudited Consolidated Statements of Income and
Accumulated Deficit For The Three Months Ended
September 30, 2000, 1999 and 1998 3
Unaudited Consolidated Statements of Operations
and Accumulated Deficit For The Nine Months Ended
September 30, 2000, 1999 and 1998 4
Unaudited Consolidated Statements of Cash Flows For
The Nine Months Ended September 30, 2000, 1999 and 1998 5
Unaudited Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of Results
of Operations and Financial Condition 6-8
PART II Other Information 8
-----------------
Signatures 9
<PAGE>
<TABLE>
<CAPTION>
DHB CAPITAL GROUP INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
Unaudited
September 30, December 31,
2000 1999
------------- ------------
<S> <C> <C>
ASSETS
------
CURRENT ASSETS
Cash and cash equivalents $ 835,195 $ 473,441
Marketable securities 638,808 --
Accounts receivable, less allowance for doubtful
Accounts of $772,171 and $757,741 7,697,705 5,208,365
Inventories 11,918,286 9,045,853
Net assets held for sale - 3,928,980
Prepaid expenses and other current assets 1,061,066 596,441
------------ -----------
Total Current Assets 22,151,060 19,253,080
------------ -----------
PROPERTY AND EQUIPMENT, net 1,938,720 2,252,693
------------ -----------
OTHER ASSETS
Intangible assets, net 5,917 14,353
Investments in non-marketable securities 1,000,000 1,000,000
Deferred tax assets 429,300 444,000
Deposits and other assets 288,956 335,371
------------ -----------
Total Other Assets 1,724,173 1,793,724
------------ -----------
TOTAL ASSETS $ 25,813,953 $23,299,497
============ ===========
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES
Notes payable-bank $ - $ 5,000,000
Accounts payable 9,658,732 9,495,663
Accrued expenses and other current liabilities 6,118,482 2,557,290
Current maturities of long term debt 85,634 152,815
------------ -----------
Total Current Liabilities 15,862,848 17,205,768
------------ -----------
LONG TERM LIABILITIES
Long term debt, net of current maturities 86,161 233,582
Note Payable - stockholder 16,046,469 16,046,469
------------ -----------
Total Long Term Debt 16,132,630 16,280,051
------------ -----------
Total Liabilities 31,995,478 33,485,819
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' DEFICIENCY
Common stock, $.001 par value, 100,000,000 shares
authorized, 32,168,615 and outstanding 32,169 32,332
Additional paid in capital 25,455,486 25,691,774
Subscription receivable - (700,025)
Foreign currency translation adjustment (90,810) 12,408
Accumulated deficit (31,578,370) (35,222,811)
------------ -----------
STOCKHOLDERS' DEFICIENCY (6,181,525) (10,186,322)
------------ -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIENCY $ 25,813,953 $23,299,497
============ ===========
See accompanying notes to financial statements.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
DHB CAPITAL GROUP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME AND ACCUMULATED DEFICIT
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
Net sales $ 18,591,351 $ 11,993,788 $ 7,585,125
Cost of sales 13,033,727 7,552,182 3,816,378
------------- ------------ ------------
Gross Profit 5,557,624 4,441,606 3,768,747
Selling, general and administrative expenses 3,062,033 3,023,836 2,872,816
------------- ------------ ------------
Income before other income (expense) 2,495,591 1,417,770 895,931
------------- ------------ ------------
Other Expenses (391,451) (478,194) (367,480)
------------- ------------ ------------
Income from Continuing Operations 2,104,140 939,576 528,451
Discontinued operations
Loss from discontinued operations - (619,765) (265,157)
------------- ------------ ------------
Income before income taxes 2,104,140 319,811 263,294
Income taxes 93,408 10,523 7,469
------------- ------------ ------------
Net income 2,010,732 309,288 255,825
Accumulated Deficit Beginning (33,589,102) (2,940,424) (3,607,081)
------------- ------------ ------------
Accumulated Deficit Ending $ (31,578,370) $ (2,631,136) $(3,351,256)
============= ============ ============
Earnings per common share
Continuing Operations
Basic shares .065 0.036 0.021
============= ============ ============
Diluted shares .064 0.031 0.018
============= ============ ============
Discontinued Operations
Basic shares - - (0.024) (0.017)
============= ============ ============
Diluted shares - - (0.020) (0.009)
============= ============ ============
Weighted shares outstanding
Basic shares 32,237,463 26,013,541 24,832,394
Warrants 513,960 4,306,390 4,673,200
------------- ------------ ------------
Diluted shares 32,751,423 30,319,931 29,505,594
============= ============ ============
See accompanying notes to financial statements.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
DHB CAPITAL GROUP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND ACCUMULATED DEFICIT
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
Net sales $ 48,295,372 $27,711,307 $24,231,273
Cost of sales 34,144,439 16,917,253 14,639,228
------------ ----------- -----------
Gross Profit 14,150,933 10,794,054 9,592,045
Selling, general and administrative expenses 8,763,522 7,571,027 8,002,729
------------ ----------- -----------
Income before other income (expense) 5,387,411 3,223,027 1,589,316
------------ ----------- -----------
Other Expenses (1,939,483) (1,124,132) (600,656)
------------ ----------- -----------
Income from Continuing Operations 3,447,928 2,098,895 988,660
Discontinued operations
Loss from discontinued operations (517,288) (1,566,233) 1,090,263)
Gain on disposal of discontinued operations 857,860 - -
------------ ----------- -----------
Total income (loss) from discontinued operations 340,572 (1,566,233) (1,090,263)
Income (loss) before income taxes 3,788,500 532,662 (101,603)
Income taxes 144,059 62,900 18,953
------------ ----------- -----------
Net income (loss) 3,644,441 469,762 (120,556)
Accumulated Deficit Beginning (35,222,811) (3,100,898) (3,230,700)
------------ ----------- -----------
Accumulated Deficit Ending $(31,578,370) $(2,631,136) $(3,351,256)
============ =========== ===========
Earnings (loss) per common share
Continuing Operations:
Basic shares .042 0.045 0.040
============ =========== ===========
Diluted shares .042 0.039 0.034
============ =========== ===========
Discontinued Operations:
Basic shares .011 (0.037) (0.044)
============ =========== ===========
Diluted shares .011 (0.032) (0.037)
============ =========== ===========
Weighted shares outstanding
Basic shares 32,313,478 25,829,387 24,869,291
Warrants 135,870 4,306,390 4,543,219
------------ ----------- -----------
Diluted shares 32,449,348 30,135,777 29,412,510
============ =========== ===========
See accompanying notes to financial statements.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
DHB CAPITAL GROUP, INC. AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
CASH FLOWS FROM OPERATING ACTIVITIES 2000 1999 1998
---- ---- ----
<S> <C> <C> <C>
Net Income (loss) $ 3,644,441 $ 469,762 $ (120,556)
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 322,891 704,859 894,763
Stock issued in settlement of a lawsuit 23,000 190,000 --
Stock issued for services 35,850 65,156 372,000
Changes in assets and liabilities
(Increase) Decrease in:
Accounts receivable (2,489,340) (677,797) (1,570,385)
Marketable securities (638,808) 427,242 1,601,720
Inventories (2,872,433) (5,612,993) (4,880,520)
Prepaid expenses and other current assets (464,625) 306,357 (905,230)
Deferred taxes 14,700 (115,000) (22,118)
Deposits and other assets 46,415 (22,751) (97,945)
Increase (decrease) in:
Accounts payable 163,069 1,755,887 (522,228)
Accrued expenses and other current liabilities 3,561,193 1,876,867 1,394,597
------------- ---------- -----------
Net cash provided (used) by operating activities 1,346,353 (632,411) (3,855,902)
------------- ---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for purchase of assets of subsidiary, net of cash acquired 3,933,980 -- (4,924,075)
Sale of property and equipment 422,241 -- --
Payments made for property and equipment (427,723) (923,913) (929,755)
------------- ---------- -----------
Net Cash provided (used) by investing activities 3,928,498 (923,913) (5,853,830)
------------- ---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds (repayments) of note payable- bank (5,000,000) 825,000 2,325,000
Proceeds from shareholder note -- -- 9,050,900
Principal payments on long-term debt (214,602) (101,712) (74,391)
Foreign Currency Translation (103,218) 2,724 18,892
Purchase of treasury stock (286,402) (240,245) (2,770,002)
Stock warrant exercised -- 361,720 66,000
Net proceeds from sale of common stock 691,125 848,530 240,000
------------- ---------- -----------
Net cash (used) provided by financing activities (4,913,097) 1,696,017 8,856,399
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS 361,754 139,693 (853,333)
CASH AND CASH EQUIVALENTS - BEGINNING 473,441 519,117 882,884
------------- ---------- -----------
CASH AND CASH EQUIVALENTS - END $ 835,195 $ 658,810 $ 29,551
============= ========== ===========
Supplemental cash flow information
Cash paid for:
Interest $ 99,948 $ 211,611 $ 251,611
Taxes $ 29,131 $ 63,933 $ 78,877
See accompanying notes to financial statements.
</TABLE>
5
<PAGE>
DHB CAPITAL GROUP INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 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. Protective Apparel Corporation of America, and Point Blank
International S.A.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Report may contain certain forward-looking statements and information
relating to the Company that are 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
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.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2000, COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1999.
For the third consecutive quarter, the Company's consolidated net sales
increased over 55% as compared to the prior year same quarter. For the three
months ended September 30, 2000 consolidated net sales were $18,591,351 as
compared to $11,993,788 for the three months ended September 30, 1999 as a
result of increased sales volumes in all of the operating companies. Income From
Continuing Operations income more than doubled to $2,104,140 for the third
quarter of 2000 versus $939,576 for the third quarter of 1999. Net income was
approximately $2,011,000 for the three months ended September 30, 2000 as
compared to approximately $309,000 for the three months ended September 30,
1999. On July 26, 2000 the
6
<PAGE>
Company sold a building in Old Westbury for a gain of approximately $236,000,
which is shown as a component of other income on the statements of operations.
THREE MONTHS ENDED SEPTEMBER 30, 1999, COMPARED TO THE THREE MONTHS ENDED
SEPTEMBER 30, 1998
Consolidated net sales were approximately $11,994,000 and
$7,585,000 for the three months ended September 30, 1999 and 1998, respectively.
Income From Continuing Operations increased 77% to $939,576 for the three months
ended September 30, 1999 as compared to operating income of $528,451 for the
three months ended September 30, 1998. Net income was approximately $309,000 for
the three months ended September 30, 1999 as compared to approximately $256,000
for the three months ended September 30, 1998.
NINE MONTHS ENDED SEPTEMBER 30, 2000, COMPARED TO THE NINE MONTHS ENDED
SEPTEMBER 30, 1999.
Sales increased 75% to $48,295,372 for the nine months ended September
30, 2000 as compared to $27,711,307 for the nine months ended September 30,
1999. Income From Continuing Operations rose approximately $1,086,000 to
$3,785,500 for the nine months ended September 30, 2000 from $2,098,900 for the
comparable period in the prior year. Net income was approximately $3,644,000 for
the nine months ended September 30, 2000 as compared to $470,000 for the nine
months ended September 30, 1999.
On March 10, 2000 the Company sold its Electronics Division. For the
period ended June 30, 2000, the company showed a gain from discontinued
operations of $340,572 as compared to a loss of $946,468 for the six months
ended June 30, 1999. On July 26, 2000 the Company sold
a building in Old Westbury for a gain of approximately $236,000,
which is shown as a component of other income on the statements of operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary capital requirements over the next twelve months are to
assist PACA, Point Blank, NDL, and Point Blank International in financing their
working capital requirements. Working capital is needed to finance the
receivables, manufacturing process and inventory. Working capital at September
30, 2000 was approximately $6.29 million as compared to $4.17 million at June
30, 2000 $3.18 million at March 31, 2000 and $2 million at December 31, 1999.
The current ratio at September 30, 2000 improved to 1.40 as of September 30,
2000 as compared to 1.31 as of June 30, 2000, 1.24 at March 31, 2000 and $1.11
as of December 31, 1999. The Company's cash flow statement showed net cash
provided by operating activities for the nine months ended September 30, 2000 of
$1.35 million as compared to cash used by operating activities of approximately
($632,000) for the nine months ended September 30, 1999.
Cash, cash equivalents, and marketable securities totaled $1,474,000 at
September 30, 2000 as compared to $760,896 at September 30, 1999. As of December
31, 1999, the Company had a fully utilized line of credit with the Bank of New
York for $5,000,000 and all of the Company's assets secured the
7
<PAGE>
line. On March 10, 2000 the Company repaid the entire line of credit using the
proceeds from the sale of the Electronics Group. During 2000 the Company has
repurchased and retired 322,598 shares of its common stock in the open market
for a total cost of approximately $487,000 in accordance with a preannounced
stock repurchase plan.
EFFECT OF INFLATION AND CHANGING PRICES.
The Company did not experience significant increases in raw material prices
during the nine months ended September 30, 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.
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On July 21, 2000 the Company held its annual meeting of Security Holders. David
Brooks , Morton Cohen, Dawn Schlegel and Jerome Krantz were elected to the
board. The board elected Mr. David Brooks to be the Chief Executive Officer of
the Company and the Chairman of the Board. The shareholders also ratified the
continued use of Paritz and Company P.A. as the Company's independent auditors.
8
<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 November 3, 2000 DHB CAPITAL GROUP INC.
/s/ DAVID H. BROOKS
----------------------------------
David H. Brooks
Chairman of the Board,
Director, and Chief
Executive Officer
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 November 3, 2000
-------------------
David H. Brooks
/s/ DAWN SCHLEGEL Chief Financial Officer November 3, 2000
-----------------
Dawn Schlegel
9
