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 23, 2003
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Armor Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-18863 59-3392443
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
1400 Marsh Landing Parkway, Suite 112, Jacksonville, Florida 32250
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (904) 741-5400
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(Former name or former address, if changed since last report.)
Item 7. Financial Statements and Exhibits
(a) Financial Statements of the Business Acquired
None
(b) Pro Forma Financial Information
None
(c) Exhibits.
The following Exhibits are hereby filed as part of this Current Report on
Form 8-K:
Exhibit 99.1 Press Release, dated July 23, 2003, with respect to the
Registrant's anticipated revenues and earnings for the
three month period ended June 30, 2003.
Item 9. Regulation FD Disclosure
The information included in this section is intended to be furnished under
"Item 12. Disclosure of Results of Operations and Financial Condition" and is
included under this Item 9 in accordance with SEC Release No.33-8216. The
information in this Form 8-K and the Exhibit attached hereto shall not be deemed
"filed" for purposes of Section 18 of the Securities Act of 1934, nor shall it
be deemed incorporated by reference in any filing under the Securities Act of
1933, except as shall be expressly set forth by specific reference in such
filing.
On July 23, 2003, Armor Holdings, Inc. (the "Registrant") announced its
anticipated revenues and earnings before taxes from continuing operations for
the three month period ended June 30, 2003. Actual financial results for such
period, which are expected to be released on August 12, 2003, may differ. A copy
of the press release announcing the Registrant's anticipated revenues and
earnings for the three month period ended June 30, 2003 is attached hereto as
Exhibit 99.1.
The earnings press release contains financial measures that are not in
accordance with generally accepted accounting principles in the United States
("GAAP"). Non-recurring charges are presented in the earnings release because
management believes it to be useful to investors to focus on the Registrant's
continuing operations. Integration and other non-recurring charges are
significantly influenced by the Registrant's acquisition program, may vary
significantly from period to period and may not be indicative of the
Registrant's ongoing operating expenses excluding acquisition related expenses.
The non-GAAP financial measures described above should be considered in addition
to, but not as a substitute for, measures of financial performance prepared in
accordance with GAAP that are presented in the earnings release.
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.
Dated: July 23, 2003
ARMOR HOLDINGS, INC.
By: /s/ Robert R. Schiller
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Name: Robert R. Schiller
Title: Chief Operating Officer,
Chief Financial Officer
and Secretary
ARMOR HOLDINGS, INC. ANNOUNCES ANTICIPATED
SECOND QUARTER REVENUES AND EARNINGS
BEFORE TAXES FROM CONTINUING OPERATIONS
JACKSONVILLE, FLORIDA (JULY 23, 2003) - ARMOR HOLDINGS, INC. (NYSE: AH), a
leading manufacturer and distributor of security products and vehicle armor
systems serving law enforcement, military, homeland defense and commercial
markets, announced today anticipated revenues and earnings before taxes from
continuing operations for the three-month period ended June 30, 2003. The
Company will release its second quarter fiscal 2003 earnings following the
closing of the stock market on Tuesday, August 12, 2003, and host its regularly
scheduled conference call on Wednesday, August 13th at 8:30am (Eastern).
For the three-month period ended June 30, 2003, revenue from continuing
operations is expected to increase 14.0% to approximately $81.7 million compared
to $71.6 million reported for the three-month period ended June 30, 2002.
Products Division revenue is expected to increase 14.6% to approximately $49.3
million for the three-month period ended June 30, 2003 compared to $43.1 million
reported in the same period last year. Mobile Security Division revenue is
expected to increase 13.2% to approximately $32.3 million for the three-month
period ended June 30, 2003 compared to $28.5 million reported in the same period
last year. Internal revenue growth from continuing operations is expected to be
10.8% for the Products Division and 3.5% for the Mobile Security Division.
"We are pleased with our second quarter revenue," said Robert R. Schiller, Chief
Operating Officer and Chief Financial Officer of Armor Holdings. "The Products
Division generated strong results in spite of a late release of the matching
funds under the Bulletproof Vest Partnership Act and a challenging domestic
economy. The Mobile Security Division experienced an increase in order volume at
the conclusion of combat operations in Iraq. We believe the Company is well
positioned for continued growth in the second half of 2003."
For the three-month period ended June 30, 2003, earnings before taxes from
continuing operations are expected to decrease 29.5% to approximately $5.6
million compared to $7.9 million reported for the three-month period ended June
30, 2002. "PricewaterhouseCoopers LLP has yet to complete its review of our
results; however, we believe that our pre-tax income from continuing operations
prior to integration and other non-recurring charges is in line with our
guidance and expectations," added Mr. Schiller.
Pre-tax income from continuing operations for the three-month period ended June
30, 2003, is expected to include non-recurring charges of $3.8 million, of which
approximately $3.3 million ($2.1 million non-cash) is expected to be from
severance charges related to the recent departure of the Company's former Chief
Executive Officer, and the balance of $0.5 million represents merger and
integration expense which is in line with the Company's expectations. Pre-tax
income from continuing operations for the three-month period is also expected to
include depreciation and amortization expenses of approximately $1.6 million.
ABOUT ARMOR HOLDINGS
Armor Holdings, included in FORBES magazine's list of "200 Best Small Companies"
in 2002, and a member of the S&P Smallcap 600 Index, is a leading manufacturer
of security products for law
enforcement personnel around the world through its Armor Holdings Products
division and is one of the world's largest and most experienced passenger
vehicle armoring manufacturers through its Mobile Security division. Armor
Holdings Products manufactures and sells a broad range of high quality branded
law enforcement equipment. Such products include ballistic resistant vests and
tactical armor, less-lethal munitions, safety holsters, batons, anti-riot
products and a variety of crime scene related equipment, including narcotic
identification kits. Armor Holdings Mobile Security, through its Commercial
Products division, armors a variety of vehicles, including limousines, sedans,
sport utility vehicles, and money transport vehicles, to protect against varying
degrees of ballistic and blast threats. Through its Military Products division,
it is the prime contractor to the U.S. Military for the supply of armoring and
blast protection for High Mobility Multi-purpose Wheeled Vehicles, commonly
known as HMMWVs.
Statements in this press release may be forward-looking. Actual events will be
dependent upon factors and risks including, but not limited to, the Company's
ability to: sell the ArmorGroup Services division on favorable terms;
manufacture and market its core products; provide a variety of services to its
customers on a global basis; respond to new laws and regulations; continue its
strategy of growth by acquisition; manage the impact of foreign exchange; and
manage general world wide security issues, economic conditions, uncertainties
and risks, including those described from time to time in the Company's filings
with the Securities and Exchange Commission, including, the Company's
Registration Statement on Form S3, its 2002 Form 10K and its most recent Form
10Qs. The Company undertakes no obligation to make any revisions to the
forward-looking statements contained in this release or to update them to
reflect events or circumstances occurring after the date of this release.
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