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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, 2003, 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
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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 [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [X] No [ ]
The number of shares outstanding of the registrant's Common Stock as of May 9,
2003 is 27,556,630.
1
ARMOR HOLDINGS, INC.
FORM 10-Q
INDEX
Page
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS....................................... 3
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS............ 20
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK........................................ 30
ITEM 4. CONTROLS AND PROCEDURES.................................... 31
PART II - OTHER INFORMATION........................................................
ITEM 1. LEGAL PROCEEDINGS......................................... 32
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.......................... 32
SIGNATURES 33
2
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 material intercompany accounts and transactions) which management considers
necessary for a fair presentation of operating results as of March 31, 2003 and
for the three-month periods ended March 31, 2003 and March 31, 2002.
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, 2002.
3
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
MARCH 31, 2003 DECEMBER 31, 2002
(UNAUDITED) *
-------------- -----------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 16,010 $ 12,913
Accounts receivable (net of allowance for
doubtful accounts of $1,600 and $1,428) 54,977 58,513
Costs and earned gross profit in excess of billings 892 234
Inventories 61,248 62,330
Prepaid expenses and other current assets 14,800 12,212
Current assets of discontinued operations (Note 2) 32,536 28,825
-------- --------
Total current assets 180,463 175,027
PROPERTY AND EQUIPMENT (net of
accumulated depreciation of $14,365 and
$12,919) 47,702 47,136
GOODWILL (net of accumulated amortization
of $4,024 and $4,024) 98,732 98,736
PATENTS, LICENSES AND TRADEMARKS
(net of accumulated amortization of $2,227 and $2,169) 7,463 7,521
OTHER ASSETS 9,550 9,048
LONG-TERM ASSETS OF DISCONTINUED OPERATIONS (Note 2) 31,312 30,285
-------- --------
TOTAL ASSETS $375,222 $367,753
======== ========
* 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, 2003 DECEMBER 31, 2002
(UNAUDITED) *
-------------- -----------------
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt $ 1,803 $ 1,813
Short-term debt 610 599
Accounts payable 21,841 23,770
Accrued expenses and other current liabilities 31,894 25,116
Income taxes payable 4,251 5,913
Current liabilities of discontinued operations (Note 2) 18,624 17,225
--------- ---------
Total current liabilities 79,023 74,436
LONG-TERM DEBT, less current portion 24,852 5,072
LONG-TERM LIABILITIES OF DISCONTINUED OPERATIONS (Note 2) 237 168
--------- ---------
Total liabilities 104,112 79,676
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; 33,610,852 and 33,593,977 issued and
27,550,630 and 29,456,692 outstanding at
March 31, 2003 and December 31, 2002,
respectively 336 336
Additional paid-in capital 307,748 307,487
Retained earnings 39,143 34,056
Accumulated other comprehensive loss (3,800) (4,169)
Treasury stock (72,317) (49,633)
--------- ---------
Total stockholders' equity 271,110 288,077
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 375,222 $ 367,753
========= =========
* 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, 2003 MARCH 31, 2002
-------------- --------------
REVENUES:
Products $ 44,007 $ 38,945
Mobile Security 36,467 30,659
-------- --------
Total Revenues 80,474 69,604
-------- --------
COSTS AND EXPENSES:
Cost of sales 57,162 47,630
Operating expenses 14,004 11,413
Amortization 60 119
Integration and other non-recurring charges 422 1,397
-------- --------
OPERATING INCOME 8,826 9,045
Interest expense, net 379 42
Other expense (income), net 69 (64)
-------- --------
INCOME FROM CONTINUING OPERATIONS BEFORE PROVISION FOR INCOME TAXES
8,378 9,067
PROVISION FOR INCOME TAXES 3,133 3,500
-------- --------
INCOME FROM CONTINUING OPERATIONS 5,245 5,567
-------- --------
DISCONTINUED OPERATIONS (NOTE 2):
INCOME FROM DISCONTINUED OPERATIONS BEFORE PROVISION (BENEFIT) FOR
INCOME TAXES 54 242
PROVISION (BENEFIT) FOR INCOME TAXES 212 (149)
-------- --------
(LOSS) INCOME FROM DISCONTINUED OPERATIONS (158) 391
-------- --------
NET INCOME $ 5,087 $ 5,958
======== ========
NET INCOME PER COMMON SHARE - BASIC
INCOME FROM CONTINUING OPERATIONS $ 0.18 $ 0.18
(LOSS) INCOME FROM DISCONTINUED OPERATIONS (0.01) 0.01
-------- --------
BASIC EARNINGS PER SHARE $ 0.17 $ 0.19
======== ========
See notes to condensed consolidated financial statements.
6
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - CONTINUED
(UNAUDITED)
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
NET INCOME PER COMMON SHARE - DILUTED
INCOME FROM CONTINUING OPERATIONS
$ 0.18 $ 0.18
(LOSS) INCOME FROM DISCONTINUED OPERATIONS (0.01) 0.01
-------- ----------
DILUTED EARNINGS PER SHARE $ 0.17 $ 0.19
======== ==========
WEIGHTED AVERAGE SHARES - BASIC 28,964 31,030
======== ==========
WEIGHTED AVERAGE SHARES - DILUTED 29,111 31,986
======== ==========
See notes to condensed consolidated financial statements.
7
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
ARMOR HOLDINGS, INC. AND SUBSIDIARIES (UNAUDITED)
(IN THOUSANDS)
THREE MONTHS ENDED
MARCH 31, 2003 MARCH 31, 2002
-------------- --------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Income from continuing operations $ 5,245 $ 5,567
Adjustments to reconcile income from continuing operations to cash used in
operating activities:
Depreciation and amortization 1,702 1,367
Loss on disposal of fixed assets 8 108
Deferred income taxes 199 (168)
Changes in operating assets and liabilities, net of acquisitions:
Decrease (increase) in accounts receivable 2,878 (751)
Decrease (increase) in inventories 1,082 (3,935)
Increase in prepaid expenses and other assets (3,143) (2,780)
Decrease in accounts payable, accrued
expenses and other current liabilities (1,900) (11,578)
(Decrease) increase in income taxes payable (1,662) 1,191
-------- --------
Net cash provided by (used in) operating activities 4,409 (10,979)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of patents and trademarks -- (20)
Purchase of property and equipment (1,727) (712)
Additional consideration for purchased businesses -- (863)
-------- --------
Net cash used in investing activities (1,727) (1,595)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the exercise of stock options -- 1,105
Repurchases of treasury stock (15,684) (331)
Cash paid for offering costs -- (326)
Repayments of long-term debt (239) (122)
Borrowings under line of credit 22,916 11,860
Repayments under line of credit (2,887) (10,920)
-------- --------
Net cash provided by financing activities 4,106 1,266
Effect of exchange rate changes on cash and cash equivalents (55) 68
Net cash used in discontinued operations (3,636) (266)
-------- --------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 3,097 (11,506)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 12,913 47,489
-------- --------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 16,010 $ 35,983
======== ========
CASH AND CASH EQUIVALENTS, END OF PERIOD
CONTINUING OPERATIONS $ 16,010 $ 35,983
DISCONTINUED OPERATIONS 5,589 7,466
-------- --------
$ 21,599 $ 43,449
======== ========
See notes to condensed consolidated financial statements.
8
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements
of Armor Holdings, Inc. and its wholly-owned subsidiaries (the "Company", "we",
"our", "us") have been prepared in accordance with generally accepted accounting
principles for interim information and the instructions to Form 10-Q and Rule
10-01 of Regulation S-X, and do not include all the information and footnotes
required by generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting only of
normal recurring accruals and the elimination of all material intercompany
accounts and transactions) considered necessary by management to present a fair
presentation have been included. The results of operations for the three month
periods are 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, 2002. The amounts disclosed in the footnotes are related
to continuing operations unless otherwise indicated.
As discussed in Note 2 and elsewhere in this Form 10-Q, we announced
our intention to sell our ArmorGroup Services Division (the "Services
Division"). As a result, the assets and liabilities of the Services Division
have been classified as assets and liabilities of discontinued operations on our
balance sheet and the results of their operations classified as income from
discontinued operations in the accompanying unaudited condensed consolidated
financial statements. Certain prior year amounts have been reclassified to
conform to this presentation.
NOTE 2 - DISCONTINUED OPERATIONS
On July 15, 2002, we announced plans to sell the Services Division and
the retention of Merrill Lynch & Company to assist in the sale. In accordance
with Statement of Financial Accounting Standards No. 144, "Accounting for
Impairment or Disposal of Long-Lived Assets," the assets and liabilities of the
Services Division have been classified as held for sale, with its operating
results in the current and prior periods reported in discontinued operations for
the three-month period ended March 31, 2003 and 2002. USDS, Inc., a subsidiary
providing certain training services, formerly reported as a part of the Services
Division is not included in the amounts classified as assets held for sale. The
assets and liabilities as well as the operating results of USDS, Inc. have been
reclassified to the Armor Holdings Products Division where management oversight
currently resides.
On January 24, 2003, we executed an agreement to negotiate exclusively
with an undisclosed party for the sale of the Security Consulting business of
our ArmorGroup Services Division, headquartered in London. This exclusive
agreement has since expired, however, we are still actively pursuing a sale of
this business to a number of potential buyers. On April 17, 2003, the Company
announced that it completed the sale of its ArmorGroup Integrated Systems
business through the sale of 100% of the stock of its ArmorGroup Integrated
Systems, Inc. and Low Voltage Systems Technologies, Inc. (See Note 11).
9
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (UNAUDITED)
Based upon our analysis and discussions with our advisors regarding the
estimated realizable value net of selling costs of the Services Division, we
reduced the carrying value of the Services Division, and recorded an impairment
charge of $30.3 million in fiscal 2002. This impairment charge consisted of
approximately $6.1 million in estimated disposal costs and a $24.2 million
non-cash goodwill reduction. The reduction in the carrying value of the Services
Division is Management's estimate based upon all of the best information
currently available, including discussions with its investment bankers. The
actual proceeds from the disposal of our Services Division may differ materially
from our current estimates and therefore could result in either a gain or a loss
upon final disposal.
A summary of the operating results of the discontinued operations for
the three months ended March 31, 2003 and 2002 is as follows.
THREE MONTHS ENDED
MARCH 31, 2003 MARCH 31, 2002
-------------- --------------
(IN THOUSANDS)
Revenue (a) $ 25,788 $ 24,267
Cost of sales 19,182 17,203
Operating expenses 6,411 6,514
Amortization expenses 1 --
Integration and other non-recurring charges 42 295
-------- --------
Operating income 152 255
Interest expense, net 38 53
Other expense (income), net 60 (40)
-------- --------
Income from discontinued operations before provision
(benefit) for income taxes (a) 54 242
Provision (benefit) for income taxes 212 (149)
-------- --------
(Loss) income from discontinued operations $ (158) $ 391
======== ========
(a) ArmorGroup Integrated Systems business had revenues of $3.8 million and a
loss before taxes of $1.1 million for the three months ended March 31,
2003 compared to revenues of $4.2 million and a loss before taxes of
$124,000 for the three months ended March 31, 2002.
10
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (UNAUDITED)
The following is a summary of the assets and liabilities of our discontinued
operations:
MARCH 31, 2003 DECEMBER 31, 2002
-------------- -----------------
(IN THOUSANDS)
Assets
Cash and cash equivalents (a) $ 5,589 $ 3,638
Accounts receivable, net 17,996 16,228
Other current assets 8,951 8,959
------- -------
Total current assets 32,536 28,825
Property and equipment, net 13,100 12,481
Goodwill, net 12,995 12,995
Other assets 5,217 4,809
------- -------
Total assets of discontinued operations $63,848 $59,110
======= =======
Liabilities
Current portion of long-term debt $ 15 $ 186
Short-term debt 313 350
Accounts payable 2,740 2,405
Accrued expenses and other current liabilities 15,556 14,284
------- -------
Total current liabilities 18,624 17,225
Long-term debt 237 168
------- -------
Total liabilities of discontinued operations $18,861 $17,393
======= =======
(a) Included in the March 31, 2003 cash and cash equivalents is $1.9
million of excess cash that was subsequently transferred back to
continuing operations prior to the sale of the ArmorGroup Integrated
Systems business in April 2003. During the three months ended March 31,
2003, continuing operations funded $1.5 million of expenditures on
behalf of the discontinued operations. The funds will be recovered from
the proceeds of the sale of discontinued operations.
11
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (UNAUDITED)
NOTE 3 - COMPREHENSIVE INCOME
The components of comprehensive income, net of provision for income
taxes of $96,000 and income tax benefit $30,000 for the three months ended March
31, 2003 and 2002, respectively.
THREE MONTHS ENDED
MARCH 31, 2003 MARCH 31, 2002
-------------- --------------
(IN THOUSANDS)
Net income $ 5,087 $ 5,958
Other comprehensive income (loss):
Foreign currency translations, net of tax 369 (205)
------- -------
Comprehensive income: $ 5,456 $ 5,753
======= =======
NOTE 4 - INVENTORIES
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, 2003 DECEMBER 31, 2002
-------------- -----------------
(IN THOUSANDS)
Raw material $35,235 $30,211
Work-in-process 11,422 15,733
Finished goods 14,591 16,386
------- -------
Total inventories $61,248 $62,330
======= =======
NOTE 5 - ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accrued expenses and other current liabilities are summarized as
follows:
MARCH 31, 2003 DECEMBER 31, 2002
-------------- -----------------
(IN THOUSANDS)
Accrued expenses and other current liabilities $24,396 $16,988
Deferred consideration for acquisitions 1,826 1,826
Customer deposits 5,672 6,302
------- -------
Total accrued expenses and other current
liabilities $31,894 $25,116
======= =======
12
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (UNAUDITED)
NOTE 6 - INFORMATION CONCERNING BUSINESS SEGMENTS AND GEOGRAPHICAL SALES
We are a leading manufacturer and provider of security products,
vehicle armor systems, and security training 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. Our continuing operations are
organized and operated under two business segments: Armor Holdings Products and
Armor Mobile Security. Our Services Division has been classified as discontinued
operations and is no longer included in this presentation (See Note 2).
Armor Holdings Products. Our 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
concealable and tactical body armor, hard armor, duty gear, less-lethal
munitions, anti-riot products, police batons, emergency lighting products,
forensic products, firearms accessories and weapon maintenance products. USDS,
Inc., a small subsidiary providing certain training services formerly reported
as a part of the Services Division, is not included in the assets classified as
assets held for sale or discontinued operations and has been reclassified to our
Armor Holdings Products Division where management oversight currently resides.
Armor Mobile Security. Our 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) a program currently in
low-rate initial production 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").
We have invested substantial resources outside of the United States and
plan to continue to do so in the future. 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 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
13
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS -
CONTINUED (UNAUDITED)
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.
Revenues, operating income and total assets for each of our continuing
operations segments are as follows:
THREE MONTHS ENDED
MARCH 31, 2003 MARCH 31, 2002
-------------- --------------
(IN THOUSANDS)
Revenues:
Products $ 44,007 $ 38,945
Mobile Security 36,467 30,659
--------- ---------
Total revenues $ 80,474 $ 69,604
========= =========
Operating income:
Products $ 6,861 $ 6,782
Mobile Security 4,144 3,802
Corporate (2,179) (1,539)
--------- ---------
Total operating income $ 8,826 $ 9,045
========= =========
Total assets:
Products $ 181,031 $ 156,281
Mobile Security 109,593 98,804
Corporate 20,750 45,554
--------- ---------
Total assets $ 311,374 $ 300,639
========= =========
14
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (UNAUDITED)
The following unaudited information with respect to revenues, operating
income from continuing operations (geographic operating income from continuing
operations before amortization expense and integration and other non-recurring
charges) and total assets to principal geographic areas are as follows:
THREE MONTHS ENDED
MARCH 31, 2003 MARCH 31, 2002
--------------- --------------
(IN THOUSANDS)
Revenues:
North America $ 56,624 $ 49,484
South America 3,427 4,030
Africa 485 --
Europe/Asia 19,938 16,090
-------- --------
Total revenue $ 80,474 $ 69,604
======== ========
Geographic operating income:
North America $ 6,953 $ 7,804
South America 54 93
Africa 98 --
Europe/Asia 2,203 2,664
-------- --------
Total geographic operating income $ 9,308 $ 10,561
======== ========
Total assets:
North America $266,134 $272,857
South America 5,935 6,823
Africa -- --
Europe/Asia 39,305 20,959
-------- --------
Total assets $311,374 $300,639
======== ========
A reconciliation of consolidated geographic operating income from
continuing operations to consolidated operating income from continuing
operations follows:
THREE MONTHS ENDED
MARCH 31, 2003 MARCH 31, 2002
--------------- --------------
(IN THOUSANDS)
Consolidated geographic operating income $ 9,308 $ 10,561
Amortization (60) (119)
Integration and other non-recurring charges (422) (1,397)
-------- --------
Operating income $ 8,826 $ 9,045
======== ========
15
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (UNAUDITED)
NOTE 7. EARNINGS PER SHARE
The following details the numerators and denominators of the basic and
diluted earnings per share computations for net income from continuing
operations:
THREE MONTHS ENDED
MARCH 31, 2003 MARCH 31, 2002
-------------- --------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
Numerator for basic and diluted earnings per share:
Income from continuing operations $ 5,245 $ 5,567
------- -------
Denominator for basic earnings per share - weighted average
shares outstanding: 28,964 31,030
Effect of shares issuable under stock option
and stock grant plans, based on the
treasury stock method 147 956
------- -------
Denominator for diluted earnings per share -
Adjusted weighted average shares outstanding 29,111 31,986
------- -------
Basic earnings per share from continuing operations $ 0.18 $ 0.18
======= =======
Diluted earnings per share from continuing operations $ 0.18 $ 0.18
======= =======
16
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS -
CONTINUED (UNAUDITED)
NOTE 8. NEW ACCOUNTING PRONOUNCEMENTS
In April 2002, the FASB issued Statement of Financial Accounting
Standards No. 145, "Rescission on FASB 4, 44 and 64, Amendment of FASB Statement
No. 13 and Technical Corrections" (SFAS 145). Under SFAS 145, gains and losses
related to the extinguishment of debt should no longer be segregated on the
income statement from continuing operations. The provisions of SFAS 145 are
effective for fiscal years beginning after May 15, 2002 with early adoption
encouraged. Adopting this standard had no effect on us.
In June 2002, the FASB issued Statement of Financial Accounting
Standard 146, "Accounting for Costs Associated with Exit or Disposal Activities"
(SFAS 146). SFAS 146 addresses financial accounting and reporting for costs
associated with exit or disposal activities and nullifies Emerging Issues Task
Force Issue No. 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred
in a Restructuring)." SFAS 146 is effective for exit or disposal activities
initiated on or after December 31, 2002. Adopting this standard had no material
effect on us.
In December 2002, the FASB issued Statement of Financial Accounting
Standard 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure" (SFAS 148). SFAS 148 provides alternative methods of transition for
a voluntary change to the fair value based method of accounting for stock-based
employee compensation. In addition, SFAS 148 amends the disclosure requirements
of Statement of Financial Accounting Standard 123, "Accounting for Stock-Based
Compensation" (SFAS 123), to require prominent disclosures in both annual and
interim financial statements about the method of accounting for stock-based
employee compensation and the effect of the method used on reported results. The
disclosure requirements of SFAS 148 are included in this document.
17
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED (UNAUDITED)
NOTE 9. STOCKHOLDERS' EQUITY
SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"),
as amended by SFAS No. 148, "Accounting for Stock-Based Compensation -
Transition and Disclosure," establishes a fair value based method of accounting
for stock-based employee compensation plans; however, it also allows an entity
to continue to measure compensation cost for those plans using the intrinsic
value based method of accounting prescribed by Accounting Principles Board
("APB") Opinion No. 25, "Accounting for Stock Issued to Employees." Under the
fair value based method, compensation cost is measured at the grant date based
on the value of the award and is recognized over the service period, which is
usually the vesting period. Under the intrinsic value based method, compensation
costs is the excess, if any, of the quoted market price of the stock at the
grant date or other measurement date over the amount an employee must pay to
acquire the stock. We have elected to continue to account for our employee stock
compensation plans under APB Opinion No. 25 with pro forma disclosures of net
earnings and earnings per share, as if the fair value based method of accounting
defined in SFAS No. 123 had been applied. If compensation cost for stock option
grants had been determined based on the fair value on the grant dates for March
31, 2003 and 2002 consistent with the method prescribed by SFAS No. 123, the
Company's net earnings and earnings per share would have been adjusted to the
pro forma amounts indicated below:
THREE MONTHS ENDED
MARCH 31, 2003 MARCH 31, 2002
-------------- --------------
(IN THOUSANDS, EXCEPT
FOR PER SHARE AMOUNTS)
Net income as reported: $ 5,087 $ 5,958
Deduct: Total stock-based employee
compensation expense determined under fair
value based method for all awards, net of
related tax effects (1,158) (555)
------- -------
Pro-forma net income $ 3,929 $ 5,403
======= =======
Earning per share:
Basic - as reported $ 0.17 $ 0.19
======= =======
Basic - pro-forma $ 0.14 $ 0.17
======= =======
Diluted - as reported $ 0.17 $ 0.19
======= =======
Diluted - pro-forma $ 0.13 $ 0.17
======= =======
18
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED AND CONSOLIDATED FINANCIAL STATEMENTS -
CONTINUED (UNAUDITED)
NOTE 10. LEGAL PROCEEDINGS
The following updates or repeats commentary included in the Company's
Annual Report on Form 10K for the year ended December 31, 2002.
In 1997 we terminated several agreements with a Dutch company,
Airmunition International, B.V. (AMI), and with a British company, Crown Limited
(Crown). AMI and Crown started an action against us before the Netherlands
Arbitration Institute in Rotterdam, Holland (the "Tribunal"), claiming breach of
contract, unauthorized use of confidential information and inducing an AMI
employee to leave to work for us in competition with plaintiffs and further to
induce him to breach his confidentiality agreements with plaintiffs. Plaintiffs
sought damages of $20.5 Million. On April 29, 2003, the Tribunal rendered an
interim award holding that we were entitled to terminate the agreement, that we
did not breach any confidentiality provision of the agreement and that we did
not induce the AMI employee to leave his employment with plaintiffs. The only
issue remaining before the Tribunal after this interim award is a question as to
the amount of damage, if any, plaintiff may have suffered as a result of the
former AMI employee's work on a certain product of ours that the Tribunal found
did compete with a product that was to be developed by AMI/Crown under the
agreement. After our termination of the agreement with AMI/Crown, the former AMI
employee who had already left the employ of AMI/Crown came to work for a brief
period of time with one of our subsidiaries. However, in the interim award, the
Tribunal found preliminarily that any damages AMI/Crown may have suffered due to
the work the former AMI employee did for us would be "limited," especially since
the AMI/Crown product was under development and was only in its prototype stage
and plaintiffs had no market position in the United States for the sales of
their hoped for product. Further proof on the narrow question of these damages
will be allowed before the Tribunal. Although we are unable to predict the
outcome of this matter, we do not believe it will have a material impact on our
financial position, operations or liquidity.
On January 16, 1998, our Services Division ceased operations in Angola.
The cessation of operations in Angola was dictated by that government's decision
to deport all of our expatriate management and supervisors. As a result of the
cessation of operations in Angola, our Services Division became involved in
various disputes with SHRM S.A. ("SHRM"), its minority joint venture partner
relating to the Angolan joint venture known as Defense System International
Africa ("DSIA"). On March 6, 1998, SIA (a subsidiary of SHRM) filed a complaint
against Defense Systems France, SA ("DSF") before the Commercial Court of
Nanterre (Tribunal de Commerce de Nanterre) seeking to be paid an amount of
$577,286 corresponding to an alleged debt of DSIA to SIA. On June 27, 2000, the
judge of the Paris Commercial Court ruled SHRM did not provide evidence required
to establish its standing and the proceedings brought by SHRM were cancelled. On
October 3, 2000, a winding up petition was served by DSF against DSIA. On
October 31, 2000, SHRM filed a counterclaim seeking to have this winding up
petition dismissed. On November 28, 2000, SHRM appealed the June 27, 2000
judgement rendered by the Paris Commercial Court, claiming that the Paris
Commercial Court no longer had jurisdiction over the case. On September 18,
2001, the Paris Commercial Court stayed the proceeding pending the outcome of
the appeal. A hearing with the Court of Appeal on the standing of SHRM and on
the merits was held on October 24, 2002. The Commercial Court of Nanterre has
stayed the proceedings before it, pending the decisions of the Court of Appeal
and the Paris Commercial Court. In February 2003, the Court of Appeal ruled
against SHRM and its parent entity, Compass Group, effectively ending all
further proceedings on the merits of Compass' claims. Compass has appealed the
decision before the French Court of Cassation which reviews only matters of law.
NOTE 11. SUBSEQUENT EVENTS
On April 9, 2003, the Company announced that Warren B. Kanders was
appointed the Chief Executive Officer, replacing Jonathan M. Spiller whose
employment was terminated. Mr. Kanders will continue in his capacity as Chairman
of the Board, a position he has occupied since January 1996. Robert R. Schiller
was named Chief Operating Officer in addition to his duties as Chief Financial
Officer. Mr. Schiller, who will assume day-to-day operating responsibility for
the Company, has been a senior executive with the Company since July 1996.
On April 17, 2003, the Company announced that it completed the sale of
its ArmorGroup Integrated Systems business through the sale of 100% of the stock
of ArmorGroup Integrated Systems, Inc. and Low Voltage Systems Technologies,
Inc. to Aerwav Integration Services, Inc. ("AIS"). Aerwav Integration Services,
Inc. is a wholly owned subsidiary of Aerwav Holdings, LLC ("AHLLC"). As
consideration for the integrated systems business, Armor Holdings, Inc. received
a $4.1 million secured note due in two years and a warrant for approximately
2.5% of AIS. In accordance with Statement of Financial Accounting Standards No.
144 "Accounting for the Impairment or Disposal of Long-Lived Assets" (SFAS 144),
no material gain or loss is expected on the sale. For the three months ended
March 31, 2003, the pre-tax loss of ArmorGroup Integrated Systems was $1.1
million compared to a loss of $124,000 in the three months ended March 31, 2002.
19
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS
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, 2003. 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, 2002, as filed with the Securities and Exchange
Commission.
CRITICAL ACCOUNTING POLICIES (INCLUDING NEW ACCOUNTING PRONOUNCEMENTS):
Revenue Recognition. We record products revenue at the time of
shipment. Returns are minimal and do not materially affect 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.
Comprehensive income and foreign currency translation. In accordance
with SFAS No. 130, "Reporting Comprehensive Income", assets and liabilities
denominated in a foreign currency are translated into U.S. dollars at the
current rate of exchange existing at period-end and revenues and expenses are
translated at the average monthly exchange rates. The cumulative translation
adjustment, net of tax, which represents the effect of translating assets and
liabilities of our foreign operations is recorded as a reduction of equity of
$3,800,000 and $4,169,000 as of March 31, 2003 and December 31, 2002,
respectively, and is classified as accumulated other comprehensive loss. The
current year change in the accumulated amount, net of tax, is included as a
component of comprehensive income.
Stock options and Grants. SFAS No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"), as amended by SFAS 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure," establishes a fair value based method
of accounting for stock-based employee compensation plans; however, it also
allows an entity to continue to measure compensation cost for those plans using
the intrinsic value based method of accounting prescribed by Accounting
Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to
Employees." Under the fair value based method, compensation cost is measured at
the grant date based on the value of the award and is recognized over the
service period, which is usually the vesting period. Under the intrinsic value
based method, compensation costs is the excess, if any, of the quoted market
price of the stock at the grant date or other measurement date over the amount
an employee must pay to acquire the stock. We have elected to
20
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED
continue to account for its employee stock compensation plans under APB Opinion
No. 25 with pro forma disclosures of net earnings and earnings per share, as if
the fair value based method of accounting defined in SFAS No. 123 had been
applied. If compensation cost for stock option grants had been determined based
on the fair value on the grant dates for March 31, 2003 and 2002 consistent with
the method prescribed by SFAS No. 123, the Company's net earnings and earnings
per share would have been adjusted to the pro forma amounts indicated below:
THREE MONTHS ENDED
MARCH 31, 2003 MARCH 31, 2002
-------------- --------------
(IN THOUSANDS, EXCEPT FOR
PER SHARE AMOUNTS)
Net income as reported: $ 5,087 $ 5,958
Deduct: Total stock-based employee
compensation expense determined under fair
value based method for all awards, net of
related tax effects (1,158) (555)
-------- ---------
Pro-forma net income $ 3,929 $ 5,403
======== =========
Earning per share:
Basic - as reported $ 0.17 $ 0.19
======== =========
Basic - pro-forma $ 0.14 $ 0.17
======== =========
Diluted - as reported $ 0.17 $ 0.19
======== =========
Diluted - pro-forma $ 0.13 $ 0.17
======== =========
Discontinued Operations. In accordance with Statement of Financial
Accounting Standards No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" (SFAS 144), a component classified as held for sale is
reported in discontinued operations when the following conditions are met: (a)
the operations and cash flows of the component have been (or will be) eliminated
from the ongoing operations of the entity as a result of the disposal
transaction and (b) the entity will not have any significant continuing
involvement in the operations of the component after the disposal transaction.
In a period in which a component of an entity either has been disposed of or is
classified as held for sale, the income statement for current and prior periods
reports the results of operations of the component, including any gain or loss
recognized in accordance with SFAS 144 paragraph 37, in discontinued operations.
The results of discontinued operations, less applicable income taxes (benefit),
is reported as a separate component of income before extraordinary items and the
cumulative effect of accounting changes (if applicable). The assets and
liabilities of a disposal group classified as held for sale is presented
separately in the asset and liability sections, respectively, of the statement
of financial position.
21
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED
NEW ACCOUNTING PRONOUNCEMENTS:
In April 2002, the FASB issued Statement of Financial Accounting
Standards No. 145, "Recission on FASB 4, 44 and 64, Amendment of FASB Statement
No. 13 and Technical Corrections" (SFAS 145). Under SFAS 145, gains and losses
related to the extinguishment of debt should no longer be segregated on the
income statement from continuing operations. The provisions of SFAS 145 are
effective for fiscal years beginning after May 15, 2002 with early adoption
encouraged. Adopting this standard had no material effect on us.
In June 2002, the FASB issued Statement of Financial Accounting
Standard 146, "Accounting for Costs Associated with Exit or Disposal Activities"
(SFAS 146). SFAS 146 addresses financial accounting and reporting for costs
associated with exit or disposal activities and nullifies Emerging Issues Task
Force Issue No. 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred
in a Restructuring)." SFAS 146 is effective for exit or disposal activities
initiated on or after December 31, 2002. Adopting this standard had no material
effect on us.
In December 2002, the FASB issued Statement of Financial Accounting
Standard 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure" (SFAS 148). SFAS 148 provides alternative methods of transition for
a voluntary change to the fair value based method of accounting for stock-based
employee compensation. In addition, SFAS 148 amends the disclosure requirements
of Statement of Financial Accounting Standard 123, "Accounting for Stock-Based
Compensation" (SFAS 123), to require prominent disclosures in both annual and
interim financial statements about the method of accounting for stock-based
employee compensation and the effect of the method used on reported results. The
disclosure requirements of SFAS 148 are included in this document.
22
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED
RESULTS OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THREE MONTHS ENDED MARCH 31, 2002.
Net income. Net income decreased $871,000, or 14.6%, to net income of
$5.1 million for the three months ended March 31, 2003 compared to net income of
$6.0 million for the three months ended March 31, 2002. Net income for the three
months ended March 31, 2003 includes income from continuing operations of $5.2
million and a loss from discontinued operations of $158,000, compared to income
from continuing operations of $5.6 million and income from discontinued
operations of $391,000 for the three months ended March 31, 2002.
CONTINUING OPERATIONS
Products revenues. Products Division revenues increased $5.1 million,
or 13.0%, to $44.0 million in the three months ended March 31, 2003, compared to
$38.9 million in the three months ended March 31, 2002. For the three months
ended March 31, 2003, Products Division revenue increased 6.2% internally,
including year over year changes in acquired businesses, and 6.8% due to the
acquisitions of Speedfeed, Inc., the Foldable Products Group, Evi-Paq, Inc.,
B-Square, Inc. and 911 Emergency Products, Inc., all of which were completed
subsequent to the first quarter of 2002. Products Division revenues includes
$5.0 million and $3.6 million from USDS, Inc., our training subsidiary, for the
three months ended March 31, 2003 and March 31, 2002, respectively. In our
filings prior to June 30, 2002, we reported USDS, Inc. as a part of the Services
Division.
Mobile Security revenues. Mobile Security Division revenues increased
$5.8 million, or 18.9% to $36.5 million in the three months ended March 31,
2003, compared to $30.7 million in the three months ended March 31, 2002. Mobile
Security Division revenues for the three months ended March 31, 2003, include
$5.8 million related to the acquisition of substantially all of the assets of
Trasco-Bremen on September 24, 2002. Excluding the $5.8 million of 2003 revenue
relating to Trasco-Bremen, Mobile Security Division revenues were flat in the
three months ended March 31, 2003, compared to the three months ended March 31,
2002.
Cost of sales. Cost of sales increased $9.5 million, or 20.0%, to $57.2
million for the three months ended March 31, 2003 compared to $47.6 million for
the three months ended March 31, 2002. As a percentage of total revenues, cost
of sales increased to 71.0% of total revenues for the three months ended March
31, 2003 from 68.4% for the three months ended March 31, 2002.
Gross margins in the Products Division were 34.2% for the three months
ended March 31, 2003, compared to 37.3% for the three-months ended March 31,
2002. The drop in Products Division gross margins resulted primarily from: (1)
an increased mix of "low margin" training revenues; (2) reduced selling prices
associated with a program to reduce gas mask inventories; (3) lower production
volume in Body Armor and Less Lethal, which resulted in reduced fixed cost
absorption and some labor inefficiencies; and (4) moving costs and labor
inefficiencies at Protech associated with the relocation of its manufacturing
facility. Excluding the training division, the Products Division gross margins
were 36.6%, compared to 39.6% reported in the same period last year.
23
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED
Gross margins in the Mobile Security Division were 22.7% in the
three-months ended March 31, 2003, compared to 24.3% for the three-months ended
March 31, 2002. Mobile Security Division cost of sales for the three months
ended March 31, 2003, included $4.6 million due to the acquisition of
substantially all of the assets of Trasco-Bremen on September 24, 2002.
Excluding the $4.6 million of 2003 cost of sales relating to Trasco-Bremen,
Mobile Security Division cost of sales increased $1.1 million, (3.0% of
Mobile Security Division Revenues) in the three months ended March 31, 2003,
compared to the three months ended March 31, 2002. The decrease in gross margins
in the Mobile Security Division is primarily attributable to: (1) a less
favorable mix of commercial vehicle sales in both Cincinnati and France compared
to the same period in the prior year; (2) sales price deterioration in certain
Latin American markets in 2003 compared to 2002; and (3) a larger number of
purchased base vehicles sold in 2003 compared to 2002. The Mobile Security
Division often purchases and resells base vehicles to customers as a
pass-through service without normal gross profit.
Operating expenses. Operating expenses increased $2.6 million, or
22.7%, to $14.0 million (17.4% of total revenues) for the three months ended
March 31, 2003 compared to $11.4 million (16.4% of total revenues) for the three
months ended March 31, 2002.
Products Division operating expenses increased $0.9 million, or 12.7%,
to $7.9 million (18.0% of Products Division revenues) for the three months ended
March 31, 2003 compared to $7.0 million (18.0% of Products Division revenues)
for the three months ended March 31, 2002. This increase is due primarily to the
incremental operating expenses associated with acquired businesses completed
subsequent to the first quarter of 2002.
Mobile Security Division operating expenses increased $1.1 million, or
36.1%, to $4.0 million (10.9% of Mobile Security Division revenues) for the
three months ended March 31, 2003, compared to $2.9 million (9.5% of Mobile
Security Division revenues) for the three months ended March 31, 2002. Excluding
the 2003 operating expenses resulting from the acquisition of substantially all
of the assets of Trasco-Bremen on September 24, 2002, the operating expenses for
the three months ended March 31, 2003, increased $0.4 million, (1.0% of
Mobile Security Division Revenues) versus the same period in the prior year.
The increase in operating expenses was primarily due to: (1) increased expenses
associated with the start-up of operations in Caracas, Venezuela in late 2002;
(2) increased insurance costs; (3) the net negative impact of fluctuating
currency exchange rates with the U.S. dollar, as the negative impact of a
stronger Euro on operating expenses more than offset the positive impact of a
weaker Brazilian Real; and (4) general inflation.
Corporate operating expenses increased $0.6 million, or 43.7%, to $2.1
million (2.6% of total revenues) for the three months ended March 31, 2003
compared to $1.5 million (2.1% of total revenues) for the three months ended
March 31, 2002. This increase is due primarily to increased insurance costs,
increased internal audit costs necessary to comply with Sarbanes-Oxley
requirements, and increased legal expenses.
Amortization. Amortization expense decreased $59,000, or 49.6%, to
$60,000 for the three months ended March 31, 2003 compared to $119,000 for the
three months ended March 31, 2002. SFAS 142, which we adopted on January 1,
2002, eliminated amortization of intangible assets with indefinite lives and
goodwill for all acquisitions completed after July 1, 2001, as well as for all
fiscal years ending after January 1, 2002. Remaining amortization expense is
related to patents and trademarks with finite lives.
24
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED
Integration and other non-recurring charges. Integration and other
non-recurring charges for the three-months ended March 31, 2003, totaled
$422,000, compared to $1.4 million in the same period last year. The decrease in
integration and other non-recurring items is primarily related to completion of
integration and other non-recurring spending on the 2001 acquisition of O'Gara.
Operating income. Operating income from continuing operations decreased
$219,000 to $8.8 million for the three months ended March 31, 2003 compared to
$9.0 million in the three months ended March 31, 2002 due to the factors
discussed above. USDS, Inc. contributed operating income, that was previously
reported as a part of the Services Division, of $554,000 and $378,000 for the
three months ended March 31, 2003 and 2002, respectively.
Interest expense, net. Interest expense, net increased $337,000, or
802.4% to $379,000 for the three months ended March 31, 2003 compared to $42,000
for the three months ended March 31, 2002. This increase was due primarily to
borrowings of long-term debt under our revolving credit facility with the
proceeds primarily used to repurchase common stock of the Company.
Other expense (income), net. Other expense (income), net, was $69,000
for the three months ended March 31, 2003, compared to other expense (income),
net of $(64,000) for the three months ended March 31, 2002.
Income from continuing operations before provision for income taxes.
Income from continuing operations before provision for income taxes decreased by
$689,000 to $8.4 million for the three months ended March 31, 2003 compared to
$9.1 million for the three months ended March 31, 2002 due to the reasons
discussed above.
Provision for income taxes. Provision for income taxes was $3.1 million
for the three months ended March 31, 2003, compared to $3.5 million for the
three months ended March 31, 2002. The effective tax rate was 37.4% for the
three months ended March 31, 2003, compared to 38.6% for the three months ended
March 31, 2002 based on our current expectations of annual income amounts and
jurisdictions in which such amounts are expected to be taxable.
Income from continuing operations. Income from continuing operations
decreased $322,000 to $5.2 million for the three months ended March 31, 2003
compared to $5.6 million for the three months ended March 31, 2002 due to the
factors discussed above.
DISCONTINUED OPERATIONS
Services revenues. Services Division revenue increased $1.5 million, or
6.3%, to $25.8 million for the three months ended March 31, 2003 compared to
$24.3 million for the three months ended March 31, 2002. The revenue increase is
a result of improved revenues in the Integrated Systems business in the United
States and growth in the Security Consulting business. The latter is as a result
of contracts being carried out in Europe and Afghanistan.
Cost of sales. Cost of sales increased $2.0 million, or 11.5%, to $19.2
million for the three months ended March 31, 2003 compared to $17.2 million for
the three months ended March 31, 2002.
25
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED
This increase was due primarily to costs associated with increasing Integrated
Systems revenues. As a percentage of total revenue, cost of sales increased to
74.4% of total revenues for the three months ended March 31, 2003 from 70.9% for
the three months ended March 31, 2002. This increase in cost of sales as a
percentage of total revenue was primarily due to the weakness in our Integrated
Systems business. Higher than average margins from the Security Consulting
business tempered the full impact of the weak Integrated Systems margins.
Operating expenses. Operating expenses decreased $103,000, or 1.6%, to
$6.4 million (24.9% of total revenues) for the three months ended March 31, 2003
compared to $6.5 million (26.8% of total revenues) for the three months ended
March 31, 2002. This decrease was due to a reduction in accounts receivable
reserves, other asset write-downs, and other non-recurring charges in the
Integrated Systems and Security Consulting businesses taken in the three months
ended March 31, 2002.
Integration and other non-recurring charges. Integration and other
non-recurring charges decreased $253,000, or 85.8%, to $42,000 for the three
months ended March 31, 2003 compared to $295,000 for the three months ended
March 31, 2002. These charges reflect certain severance expenses, software
write-off costs and other expenses associated with preparing the division for
sale, as well as integration expenses associated with integrating International
Training, Inc. into the Services Division taken in the three months ended
March 31, 2002.
Operating income. Operating income was $152,000 for the three months
ended March 31, 2003, compared to operating income of $255,000 for the three
months ended March 31, 2002 due to the factors discussed above. Operating loss
from the ArmorGroup Integrated Systems business was $1.1 million for the three
months ended March 31, 2003, compared to an operating loss of $117,000 for the
three months ended March 31, 2002 due to the factors discussed above. Excluding
the ArmorGroup Integrated Systems business, the balance of the assets held for
sale generated an operating income of $1.2 million for the three months ended
March 31, 2002 compared to operating income of $372,000 for the three months
ended March 31, 2002.
Interest expense, net. Interest expense, net decreased $15,000, or
28.3%, to $38,000 for the three months ended March 31, 2003 compared to $53,000
for the three months ended March 31, 2002. This decrease was due to reduced
utilization of the Services Division's line of credit.
Other expense (income), net. Other expense (income), net, was $60,000
for the three months ended March 31, 2003, compared to other expense (income),
net of ($40,000) for the three months ended March 31, 2002. The net increase in
expense was a result of losses on the disposal of fixed assets and other asset
write-offs.
Income from discontinued operations before provision (benefit) for
income taxes. Income from discontinued operations before provision (benefit) for
income taxes was $54,000 for the three months ended March 31, 2003 and $242,000
for the three months ended March 31, 2002, due to the reasons discussed above.
Provision (benefit) for income taxes. Provision for income taxes was
$212,000 for the three months ended March 31, 2003 compared to a benefit of
$149,000 for the three months ended March 31, 2002. The effective tax rate for
the three months ended March 31, 2003 was a provision of
26
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED
392.6% compared to a benefit of 61.6% for the three months ended March 31, 2002.
The large provision of 392.6% for the three months ended March 31, 2003, is
primarily due to unrecognized potential deferred tax assets associated with
foreign subsidiaries, which recorded pretax losses in the first quarter of 2003.
These potential tax benefits were not recognized due to the uncertainty
regarding the specific subsidiary's ability to utilize the net operating loss
carry-forwards in future periods.
(Loss) income from discontinued operations. Loss from discontinued
operations was ($158,000) for the three months ended March 31, 2003 compared to
income from discontinued operations of $391,000 for the three months ended March
31, 2002 due to the factors discussed above. As many of the above items involve
accounting estimates, the loss (income) and amounts above will be reevaluated in
the future for any changes, which might be appropriate.
LIQUIDITY AND CAPITAL RESOURCES
On August 22, 2001, we entered into an Amended and Restated Credit
Agreement (the "Credit Agreement") with Bank of America, Canadian Imperial Bank
of Commerce, First Union National Bank, Suntrust Bank, Republic Bank, Keybank
National Association, and ING (U.S.) Capital LLC. Pursuant to the Credit
Agreement, the lenders established a $120,000,000 line of credit for our benefit
expiring on February 12, 2004. The Credit Agreement, among other things,
provides for (i) total maximum borrowings of $120,000,000 and (ii) the
capability for borrowings in foreign currencies. All borrowings under the Credit
Agreement bear interest at either (i) a base rate, plus an applicable margin
ranging from .000% to .375%, depending on certain conditions, (ii) a eurodollar
rate, plus an applicable margin ranging from 1.125% to 1.875%, depending on
certain conditions, or (iii) with respect to foreign currency loans, a fronted
offshore currency rate, plus an applicable margin ranging from 1.125% to 1.875%,
depending on certain conditions. In addition, the Credit Agreement includes both
negative and affirmative covenants customary for a credit facility of this
nature, such as limitations on capital expenditures, indebtedness, and sales of
assets, minimum fixed charge coverage, maintenance of net worth, a limitation on
senior indebtedness to capitalization, and a restriction against paying
dividends. As of March 31, 2003 we are in compliance with all of our negative
and affirmative covenants.
The Credit Agreement also provides that Bank of America will make
swing-line loans to us of up to $5,000,000 for working capital purposes and will
issue letters of credit on our behalf of up to $20,000,000. As of March 31,
2003, we had $20 million in borrowings under our Credit Facility, and Bank of
America had issued $11.2 million in letters of credit giving us $88.8 million of
availability under our credit agreement. All indebtedness under the Credit
Agreement will mature on February 12, 2004. On March 31, 2003, we had
approximately $26.7 million in total long-term debt for continuing operations,
consisting of $20 million of borrowings under our Credit Facility, $5.2 million
in industrial development revenue bonds and $1.5 million in other long-term
liabilities assumed in connection with acquisitions.
In March 2002, our Board of Directors approved a stock repurchase
program authorizing the repurchase of up to a maximum 3.2 million shares of our
common stock. In February 2003, the Board of Directors increased this stock
repurchase program to authorize the repurchase, from time to time depending upon
market conditions and other factors, of up to an additional 4.4 million shares.
During the three-months ended March 31, 2003, the Company repurchased an
additional 1.9 million shares of its common stock at an average
27
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED
price of $11.52 per share. Through March 31, 2003, the Company had repurchased
3.8 million shares of its common stock under the stock repurchase program at an
average price of $12.49 per share, leaving the Company with the ability to
repurchase up to 3.8 million additional shares of common stock. Included in the
March 31, 2003 accrued expenses and other current liabilities was approximately
$7.0 million paid subsequent to March 31, 2003 for the settlement of a put
option on 500,000 shares. Since that date, the Company has not repurchased any
additional shares. At March 31, 2003, the Company had 27,550,630 shares of
common stock outstanding.
We expect to continue our policy of repurchasing our common stock from
time to time. In addition, our Credit Agreement permits us to repurchase shares
of our common stock with no limitation if our ratio of Consolidated Total
Indebtedness to Consolidated EBTIDA (as such terms are defined in the Credit
Agreement) for any rolling twelve-month period is less than 1:00 to 1. At ratios
greater than 1:00 to 1 our credit agreement limits our ability to repurchase
shares at $15.0 million. This basket resets to $0 each time the ratio is less
than 1.0 to 1.
Working capital for continuing operations was $87.5 million and $89.0
million as of March 31, 2003 and December 31, 2002, respectively.
Our fiscal 2003 capital expenditures for continuing operations are
expected to be approximately $8.4 million, of which we have spent approximately
$1.7 million through the three months ended March 31, 2003. Our fiscal 2003
capital expenditures for discontinued operations are expected to be
approximately $2.0 million, of which we have already spent approximately $1.0
million through three months ended March 31, 2003. Such expenditures include,
leasehold improvements, information technology and communications infrastructure
equipment and software, and manufacturing machinery and equipment.
Included in the March 31, 2003 cash and cash equivalents of
discontinued operations is $1.9 million of excess cash that was subsequently
transferred back to continuing operations prior to the sale of the ArmorGroup
Integrated Systems business in April 2003. During the three months ended March
31, 2003, continuing operations funded $1.5 million of expenditures on behalf of
the discontinued operations. The funds will be recovered from the proceeds of
the sale of discontinued operations.
We anticipate that the cash generated from operations, proceeds from
the sale of discontinued operations, cash on hand and available borrowings under
the Credit Agreement will enable us to meet liquidity, working capital and
capital expenditure requirements during the next twelve 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 our stockholders.
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
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
28
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS - CONTINUED
distributors or resellers; our ability to successfully manage acquisitions,
alliances and integrate past and future business combinations; regulatory,
legal, political and economic changes, our ability to sell the Services Division
on favorable terms 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.
29
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
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 for such purposes.
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 purposes or to hedge these risks.
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 the former 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
30
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
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 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 us to enforce our
rights. Accordingly, we may have little or no recourse upon the occurrence of
any of these developments.
ITEM 4. CONTROLS AND PROCEDURES
Within 90 days before filing this report, we evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures. Our disclosure controls and procedures are designed to ensure that
the information that the Company must disclose in its reports filed under the
Securities and Exchange Act is communicated and processed in a timely manner.
Warren B. Kanders, Chairman and Chief Executive Officer, and Robert R. Schiller,
Chief Operating Officer and Chief Financial Officer, participated in this
evaluation.
Based on a similar evaluation prepared in connection with the Company's
2002 10-K, Mr. Kanders and Mr. Schiller concluded that, as of the date of such
evaluation, our disclosure controls and procedures were effective, except as
noted in the next paragraph. Since the date of the evaluation described above,
there have not been any significant changes in our internal controls or in other
factors that could significantly affect those controls except as indicated in
the next paragraph.
During the twelve months ended December 31, 2002 financial reporting
process, management, in consultation with our independent accountants,
identified a deficiency in our tax financial reporting process relating to the
reconciliation of provisions for income taxes for our discontinued operations to
tax filings and inventory of deferred tax assets and liabilities which
constituted a "Reportable Condition" under standards established by the American
Institute of Certified Public Accountants. We believe that this matter has not
had any material impact on our financial statements. We have hired an internal
tax director and completed the design, development and implementation of
processes and controls to address this deficiency. We are currently in the
process of formally documenting these policies and procedures.
31
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
PART II
ITEM 1. LEGAL PROCEEDINGS
In 1997 we terminated several agreements with a Dutch company,
Airmunition International, B.V. (AMI), and with a British company, Crown Limited
(Crown). AMI and Crown started an action against us before the Netherlands
Arbitration Institute in Rotterdam, Holland (the "Tribunal"), claiming breach of
contract, unauthorized use of confidential information and inducing an AMI
employee to leave to work for us in competition with plaintiffs and further to
induce him to breach his confidentiality agreements with plaintiffs. Plaintiffs
sought damages of $20.5 Million. On April 29, 2003, the Tribunal rendered an
interim award holding that we were entitled to terminate the agreement, that we
did not breach any confidentiality provision of the agreement and that we did
not induce the AMI employee to leave his employment with plaintiffs. The only
issue remaining before the Tribunal after this interim award is a question as to
the amount of damage, if any, plaintiff may have suffered as a result of the
former AMI employee's work on a certain product of ours that the Tribunal found
did compete with a product that was to be developed by AMI/Crown under the
agreement. After our termination of the agreement with AMI/Crown, the former AMI
employee who had already left the employ of AMI/Crown came to work for a brief
period of time with one of our subsidiaries. However, in the interim award, the
Tribunal found preliminarily that any damages AMI/Crown may have suffered due to
the work the former AMI employee did for us would be "limited," especially since
the AMI/Crown product was under development and was only in its prototype stage
and plaintiffs had no market position in the United States for the sales of
their hoped for product. Further proof on the narrow question of these damages
will be allowed before the Tribunal. Although we are unable to predict the
outcome of this matter, we do not believe it will have a material impact on our
financial position, operations or liquidity.
On January 16, 1998, our Services Division ceased operations in Angola.
The cessation of operations in Angola was dictated by that government's decision
to deport all of our expatriate management and supervisors. As a result of the
cessation of operations in Angola, our Services Division became involved in
various disputes with SHRM S.A. ("SHRM"), its minority joint venture partner
relating to the Angolan joint venture known as Defense System International
Africa ("DSIA"). On March 6, 1998, SIA (a subsidiary of SHRM) filed a complaint
against Defense Systems France, SA ("DSF") before the Commercial Court of
Nanterre (Tribunal de Commerce de Nanterre) seeking to be paid an amount of
$577,286 corresponding to an alleged debt of DSIA to SIA. On June 27, 2000, the
judge of the Paris Commercial Court ruled SHRM did not provide evidence required
to establish its standing and the proceedings brought by SHRM were cancelled. On
October 3, 2000, a winding up petition was served by DSF against DSIA. On
October 31, 2000, SHRM filed a counterclaim seeking to have this winding up
petition dismissed. On November 28, 2000, SHRM appealed the June 27, 2000
judgement rendered by the Paris Commercial Court, claiming that the Paris
Commercial Court no longer had jurisdiction over the case. On September 18,
2001, the Paris Commercial Court stayed the proceeding pending the outcome of
the appeal. A hearing with the Court of Appeal on the standing of SHRM and on
the merits was held on October 24, 2002. The Commercial Court of Nanterre has
stayed the proceedings before it, pending the decisions of the Court of Appeal
and the Paris Commercial Court. In February 2003, the Court of Appeal ruled
against SHRM and its parent entity, Compass Group, effectively ending all
further proceedings on the merits of Compass' claims. Compass has appealed the
decision before the French Court of Cassation which reviews only matters of law.
Reference is made to Item 3, Legal Proceedings, in our Annual Report on
Form 10-K for the year ended December 31, 2002 for a description of other legal
proceedings.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following exhibits are filed as part of this quarterly report on
Form 10-Q.
99.1 Written Statements by the Chairman Chief Executive Officer and
Chief Operating Officer and Chief Financial Officer of Armor
Holdings, Inc.
(b) Reports on Form 8-K. No reports on Form 8-K have been filed during the
quarter for which this report is filed.
32
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/ Warren B. Kanders
----------------------------------
Warren B. Kanders
Chairman and Chief Executive Officer
Dated: May 15, 2003
/s/ Robert R. Schiller
-------------------------------------
Robert R. Schiller
Chief Operating Officer and Chief Financial Officer
Dated: May 15, 2003
33
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
CERTIFICATIONS
I, Warren B. Kanders, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Armor
Holdings, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could
34
ARMOR HOLDINGS, INC. AND SUBSIDIARIES
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: May 15, 2003
/s/ Warren B. Kanders
Chairman and Chief Executive Officer
35
I, Robert R. Schiller, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Armor
Holdings, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrant's
ability to record, process, summarize and report financial data
and have identified for the registrant's auditors any material
weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
36
Date: May 15, 2003
/s/ Robert R. Schiller
Chief Operating Officer and Chief Financial Officer