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) November 26, 2001
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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 (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1400 Marsh Landing Parkway, Jacksonville, Florida 32250
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (904) 741-5402
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N/A
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(Former name or former address, if changed since last report.)
Item 5. Other Events and Regulation FD Disclosure
On August 22, 2001, Armor Holdings, Inc. (which is referred to below as
"Armor" or as "we", "us" or "our"), through a wholly owned subsidiary, acquired
all of the issued and outstanding capital stock of O'Gara-Hess & Eisenhardt
Armoring Company, The O'Gara Company, and O'Gara Security Associates, Inc (the
"O'Gara Acquisition"). The acquired companies (which are collectively referred
to below as "O'Gara") constitute the majority of what was formerly known as the
Security Products and Services Group (which is referred to in this report as
"SPSG") of The Kroll-O'Gara Company.
We recently filed our quarterly report for the quarter ended September
30, 2001. Our financial results for the period ended September 30, 2001 included
therein only includes the results of SPSG since August 22, 2001, the date of
acquisition. Included in this report are pro forma consolidated statements of
operations which give effect to the O'Gara Acquisition as if it had occurred on
January 1, 2001. We are filing this report to publish pro forma financial
information for the full nine month period ended September 30, 2001 and to
permit us to incorporate this information in other reports and statements we
file.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of the Business Acquired
None
(b) Pro Forma Financial Information
Unaudited pro forma consolidated statements of operations for the nine
months ended September 30, 2001 of the Company which gives effect to the O'Gara
Acquistion as if it had occurred on January 1, 2001.
(c) Exhibits.
The following Exhibits are hereby filed as part of this Current Report
on Form 8-K:
None
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: November 27, 2001
ARMOR HOLDINGS, INC.
By: /s/ Robert R. Schiller
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Name: Robert R. Schiller
Title: Executive Vice President and
Chief Financial Officer
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
The following unaudited pro forma condensed consolidated statements of
operations for the nine months ended September 30, 2001 are presented for
informational purposes only and are not necessarily indicative of actual results
that would have been achieved had the O'Gara Acquisition been consummated at the
beginning of, or for, the period indicated. These pro forma condensed
consolidated statements of operations do not purport to indicate results of
operations for any future period. The pro forma condensed consolidated statement
of operations for the nine months ended September 30, 2001 reflect only
anticipated cost savings directly attributable to the O'Gara Acquisition which
we believe would have resulted had the acquisition occurred on January 1, 2001
and reflects the implementation of Statement of Financial Accounting Standard
No. 142, Goodwill and Other Intangible Assets, as if it had been applied to the
O'Gara Acquisition. The unaudited pro forma condensed consolidated statements of
operations should be read in conjunction with our condensed consolidated
financial statements and the related notes thereto filed with our Form 10-Q for
the quarter ended September 30, 2001, and the Combined Financial Statements of
SPSG filed with our Current Report on form 8-K filed on August 22, 2001.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
HISTORICAL PRO FORMA
ARMOR SPSG (1) SPSG (2) ADJUSTMENTS PRO FORMA
------------ ---------- ------------ ------------------------- -------------
Revenues ...................... $186,676 $61,404 $ 17,955 $ (545) (3)(6) $ 265,490
Cost of sales ................. 118,563 50,250 17,228 (402) (3)(6) 185,639
Operating expenses ............ 43,763 9,169 4,813 (421) (4)(6) 57,324
Amortization expense .......... 2,621 448 73 (521) (5)(6) 2,621
Restructuring and related
charges ...................... 9,959 -- -- -- 9,959
Integration and other
non-recurring charges ........ 1,800 -- -- -- 1,800
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Operating (loss) income ....... 9,970 1,537 (4,159) 799 8,147
Interest expense, net ......... 2,639 1,215 280 1,416 (8) 5,550
Other (income)
expense, net ................. (52) 292 683 13 (6) 936
Provision (benefit) for
income taxes ................. 2,658 382 -- (2,429) (7) 611
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Net (loss) income ............. $ 4,725 $ (352) $ (5,122) $ 1,799 $ 1,050
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Earnings per share:
Basic ........................ $ 0.20 $ 0.04
Diluted ...................... $ 0.20 $ 0.04
Weighted average number of
shares outstanding:
Basic ........................ 23,190 865 (9) 24,055
Diluted ...................... 23,905 865 (9) 24,770
NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED STATEMENT OF OPERATIONS
(1) SPSG's combined results of operations are presented for the six months
ended June 30, 2001.
(2) Represents the results of operations of SPSG for the period July 1, 2001 to
August 22, 2001 and includes adjustments subject to review under the terms
of the O'Gara Acquisition.
(3) Reflects a change from O'Gara's revenue recognition policy on long-term
contracts from percentage of completion based on the cost incurred basis to
percentage of completion based on the units completed basis. For the nine
months ended September 30, 2001, this change in revenue recognition would
have resulted in an increase in revenues of approximately $606,000 and an
increase in cost of sales of approximately $515,000.
(4) Represents an adjustment to operating expenses to reflect reduced
information technology consulting and data circuit costs of $160,000 and
reduced insurance fees of $75,000 pursuant to our existing contracts.
(5) Reflects the elimination of the historical amortization expense associated
with pre-existing goodwill on the SPSG companies being acquired pursuant to
this acquisition. In addition, no adjustment has been made to recognize
amortization of goodwill associated with the O'Gara Acquisition. According
to Statement of Financial Accounting Standard No. 142, Goodwill and Other
Intangible Assets, goodwill arising from business combinations completed
after July 1, 2001 will no longer require annual amortization but rather
be tested for impairment.
(6) Reflects the elimination of the Russian operations with revenues of
$1,151,000, cost of sales of $917,000, operating expenses of $186,000,
amortization expense of $146,000 and other income of $13,000. These
operations were not purchased as part of the O'Gara Aquisition.
(7) Reflects an adjustment to the provision for taxes by applying our estimated
effective tax rate of 36%, as impacted by O'Gara's historical operations,
to the pro forma adjustments.
(8) Reflects additional interest expense of $1,416,000 related to the
acquisition debt incurred as a result of the O'Gara Acquisition.
(9) Reflects the additional impact on our weighted average basic and diluted
shares outstanding of the August 22, 2001 issuance of 1,009,422 shares of
our $0.01 par value per share common stock valued at $15 million issued as
part of the consideration for the O'Gara Acquisition.