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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 For the transition period from ______ to ________
COMMISSION FILE NUMBER 0-18863
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ARMOR HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 59-3392443
(STATE OR OTHER JURISDICTION OF INCORPORATION OR (IRS EMPLOYER
ORGANIZATION) IDENTIFICATION NO.)
1400 MARSH LANDING PARKWAY, SUITE 112
JACKSONVILLE, FLORIDA 32250
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(904) 741-5400
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class: Common Stock, $0.01 par value
Name of each exchange on which registered: New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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 twelve 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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, if definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [x] No [ ]
State the aggregate market value of voting and non-voting common equity
held by nonaffiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common equity,
as of June 30, ____.
The number of shares of the Registrant's Common Stock outstanding as of
March 17, 2002 was 28,033,755.
DOCUMENTS INCORPORATED BY REFERENCE
The Registrant's Proxy Statement for its Annual Meeting of Stockholders
held on June 24, 2003, are incorporated by reference into Part III hereof.
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EXPLANATORY NOTE: This Form 10-K/A of Armor Holdings, Inc. (the "Company")
amends the Annual Report on Form 10-K of the registrant for the registrant's
fiscal year ended December 31, 2002. Specifically, this Form 10-K/A amends Item
6, Selected Financial Data, to correct our reported income from continuing
operations for the fiscal years ended December 31, 1998 and 1999. This error
resulted from an error in the allocation of our income for the fiscal years
ended December 31, 1998 and 1999 among our continuing operations and our
discontinued operations. The allocation was required following the Company's
decision in July 2002 to sell its ArmorGroup Services Division.
ITEM 6. SELECTED FINANCIAL DATA
FINANCIAL OVERVIEW
FIVE-YEAR SUMMARY
The table below sets forth a summary of our results of operations and
financial condition as of and for the periods then ended.
2002 2001 2000 1999 1998
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
Total Revenues (1)......................... $305,117 $197,100 $139,904 $96,706 $45,644
Operating Income........................... $38,365 $26,673 $19,869 $15,126 $6,326
Income from continuing operations ......... $21,337 $14,684 $10,847 $9,328 $3,939
Net Income (2)............................. $(17,689) $10,128 $17,048 $13,196 $8,596
Basic income from continuing operations
per common share....................... $ 0.70 $ 0.61 $0.48 $0.44 $0.24
Diluted income from continuing operations
per common share....................... $ 0.69 $ 0.59 $0.46 $0.43 $0.23
Basic Earnings Per Share................... $(0.58) $ 0.42 $0.75 $0.63 $0.53
Diluted Earnings Per Share................. $(0.57) $ 0.41 $0.73 $0.61 $0.50
Note 1 - Revenue for all periods presented represents revenue from continuing
operations only while net income includes income and losses from discontinued
operations.
Note 2 - 2001 Net income includes a pre-tax restructuring charge of $10.3
million in discontinued operations.
Total Assets............................... $360,836 $388,057 $225,957 $178,922 $94,353
Working Capital............................ $100,591 $142,723 $67,937 $53,993 $24,366
Long-Term Obligations...................... $5,240 $4,640 $ 38,288 $2,453 $344
Stockholders' Equity....................... $288,077 $326,019 $166,771 $157,883 $75,102
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A) 3. EXHIBITS
Number Document
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23.1 Consent of Independent Auditors.
2
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
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Warren B. Kanders
Chief Executive Officer and
Chairman of the Board of Directors
Dated: July 23, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
/s/ Warren B. Kanders /s/ Robert R. Schiller
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Warren B. Kanders Robert R. Schiller
Chief Executive and Chairman of the Chief Operating Officer and
Board of Directors Chief Financial Officer
July 23, 2003 July 23, 2003
/s/ Nicholas Sokolow /s/ Burtt R. Ehrlich
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Nicholas Sokolow Burtt R. Ehrlich
Director Director
July 23, 2003 July 23, 2003
/s/ Thomas W. Strauss /s/ Alair A. Townsend
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Thomas W. Strauss Alair A. Townsend
Director Director
July 23, 2003 July 23, 2003
/s/ Deborah A. Zoullas
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Deborah A. Zoullas
Director
July 23, 2003
3
CERTIFICATIONS
I, Warren B. Kanders, certify that:
1. I have reviewed this annual report on Form 10-K/A of Armor
Holdings, Inc.;
2. Based on my knowledge, this annual 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 annual
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual 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 annual 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 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 annual 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 annual report (the "Evaluation
Date"); and
c) presented in this annual 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 functions):
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 annual report whether 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.
Date: July 23, 2003
/s/ Warren B. Kanders
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Chief Executive Officer
4
I, Robert R. Schiller, certify that:
1. I have reviewed this annual report on Form 10-K/A of Armor
Holdings, Inc.;
2. Based on my knowledge, this annual 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 annual
report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual 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 annual 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 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 annual 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 annual report (the "Evaluation
Date"); and
c) presented in this annual 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 functions):
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 annual report whether 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.
Date: July 23, 2003
/s/ Robert S. Schiller
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Chief Operating Officer and Chief Financial Officer
5
EXHIBIT INDEX
Number Document
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23.1 Consent of Independent Auditors.