-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KOL48kVJGRHzeAKrXvnSRfsOxjUD+YNwoQgyo9YEMsXjcdF/mzReLjhFs/7JUvGD Y8C/FvIAulR/gCZhySwOMQ== /in/edgar/work/20000810/0000074818-00-000008/0000074818-00-000008.txt : 20000921 0000074818-00-000008.hdr.sgml : 20000921 ACCESSION NUMBER: 0000074818-00-000008 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORBIT INTERNATIONAL CORP CENTRAL INDEX KEY: 0000074818 STANDARD INDUSTRIAL CLASSIFICATION: [2330 ] IRS NUMBER: 111826363 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-03936 FILM NUMBER: 691566 BUSINESS ADDRESS: STREET 1: 80 CABOT COURT CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 7136675601 MAIL ADDRESS: STREET 1: 80 CABOT COURT CITY: HAUPPAUGE STATE: NY ZIP: 11788 FORMER COMPANY: FORMER CONFORMED NAME: ORBIT INSTRUMENT CORP DATE OF NAME CHANGE: 19911015 10-Q 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-QSB [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2000 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 0-3936 Orbit International Corp. (Exact name of small business issuer as specified in its charter) Delaware ID # 11-1826363 (State or other jurisdiction (I.R.S. Employer incorporation or organization) Identification Number 80 Cabot Court, Hauppauge, New York 11788 (Address of principal executive offices (Zip Code) (631) 435-8300 (Issuer's telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15 (d) of the Exchange Act during the past 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 ___ APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PRECEDING FIVE YEARS: Check whether the issuer filed all documents and reports required to be filed by Sections 12, 13 or 15 (d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes ___ No ___ APPLICABLE ONLY TO CORPORATE ISSUERS: State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date (after giving effect to the one for three reverse stock split effective October 4, 1999): June 30, 2000 2,026,000 Transitional Small Business Disclosure Format(check one): Yes___ No_X_ ORBIT INTERNATIONAL CORP. The financial information herein is unaudited. However, in the opinion of management, such information reflects all adjustments (consisting only of normal recurring accruals) necessary to a fair presentation of the results of operations for the periods being reported. Additionally, it should be noted that the accompanying condensed financial statements do not purport to contain complete disclosures in conformity with generally accepted accounting principles. The results of operations for the six months ended June 30, 2000 are not necessarily indicative of the results of operations for the full fiscal year ending December 31, 2000. The consolidated balance sheet as of December 31, 1999 was condensed from the audited consolidated balance sheet appearing in the 1999 annual report on Form 10-K. These condensed consolidated statements should be read in conjunction with the Company's financial statements for the fiscal year ended December 31, 1999. INDEPENDENT ACCOUNTANT'S REPORT To the Board of Directors Orbit International Corp. We have reviewed the accompanying consolidated balance sheet of Orbit International Corp. and Subsidiaries as of June 30, 2000, and the related consolidated statement of operations for the three-month and six-month periods then ended, and the consolidated statement of cash flows for the six- month period then ended. These financial statements are the responsibility of the Company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the consolidated financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying consolidated financial statements for them to be in conformity with generally accepted accounting principles. GOLDSTEIN GOLUB KESSLER LLP New York, New York August 2, 2000 PART I - FINANCIAL INFORMATION ITEM - I ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS June 30, December 31, 2000 1999 (unaudited) ASSETS Current assets: Cash and cash equivalents............... $ 1,062,000 $ 2,975,000 Investments in marketable securities.... 3,000 3,000 Accounts receivable (less allowance for doubtful accounts)..................... 2,346,000 1,391,000 Inventories ............................ 6,225,000 5,804,000 Assets held for sale, net............... - 41,000 Other current assets.................... 108,000 136,000 Deferred tax assets..................... 75,000 75,000 Total current assets.................. 9,819,000 10,425,000 Property, plant and equipment - at cost, less accumulated depreciation and amortization........................... 2,091,000 2,128,000 Excess of cost over the fair value of assets acquired....................... 1,011,000 1,059,000 Other assets............................ 837,000 661,000 Deferred tax assets..................... 675,000 675,000 TOTAL ASSETS............................ $14,433,000 $14,948,000 See accompanying notes. ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (continued) June 30, December 31, 2000 1999 (unaudited) LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long-term obligations.. $ 861,000 $ 738,000 Accounts payable.......................... 1,381,000 1,143,000 Accrued expenses.......................... 951,000 884,000 Accounts payable, accrued expenses and reserves applicable to discontinued operations............................... 425,000 499,000 Total current liabilities............... 3,618,000 3,264,000 Long-term obligations...................... 3,015,000 3,666,000 Accounts payable, accrued expenses and reserves applicable to discontinued operations, less current portion..... .... 370,000 370,000 Total liabilities....................... 7,003,000 7,300,000 STOCKHOLDERS' EQUITY Common stock - $.10 par value.............. 304,000 304,000 Additional paid-in capital................. 24,165,000 24,165,000 Accumulated deficit........................ (7,189,000) (6,971,000) 17,280,000 17,498,000 Treasury stock, at cost.................... (9,850,000) (9,850,000) Total stockholders' equity.............. 7,430,000 7,648,000 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $14,433,000 $14,948,000 See accompanying notes. ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) Six Months Ended Three Months Ended June 30, June 30, 2000 1999 2000 1999 Net sales........... $ 5,941,000 $ 7,018,000 $ 3,188,000 $ 3,609,000 Cost of sales....... 3,801,000 4,286,000 1,970,000 2,229,000 Gross profit........ 2,140,000 2,732,000 1,218,000 1,380,000 Selling, general and administrative expenses........... 2,486,000 2,546,000 1,244,000 1,192,000 Interest expense.... 170,000 163,000 87,000 82,000 Investment and other income, net.. ( 108,000) ( 163,000) ( 54,000) ( 98,000) Income (loss) before income tax (benefit) ( 408,000) 186,000 ( 59,000) 204,000 Income tax (benefit) - - - - - Net income (loss) before extraordinary item ( 408,000) 186,000 ( 59,000) 204,000 Extraordinary item.. 190,000 - - - - NET INCOME (LOSS)... $ ( 218,000) $ 186,000 $ ( 59,000) $ 204,000 Net income (loss) per common share: Income (loss) before extraordinary item Basic.............$ (.20) $ .09 $ (.03) $ .10 Diluted...........$ (.20) $ .09 $ (.03) $ .10 Extraordinary item Basic.............$ .09 $ - $ - $ - Diluted...........$ .09 $ - $ - $ - Net income (loss) Basic.............$ (.11) $ .09 $ (.03) $ .10 Diluted...........$ (.11) $ .09 $ (.03) $ .10 See accompanying notes. ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) Six Months Ended June 30, 2000 1999 Cash flows from operating activities: Net income (loss)........................... $ (218,000) $ 186,000 Adjustments to reconcile net income to net cash (used in) operating activities: Depreciation and amortization............. 77,000 82,000 Amortization of goodwill.................. 48,000 48,000 Forgiveness of debt....................... (190,000) Compensatory issuance of stock and options - 19,000 Change in value of marketable securities................................ - (26,000) Changes in operating assets and liabilities: Accounts receivable......................... (955,000) 364,000 Inventories................................. (421,000) 1,029,000 Other current assets........................ 28,000 42,000 Other assets................................ (184,000) (23,000) Accounts payable............................ 238,000 (82,000) Accrued expenses............................ 67,000 (356,000) Customer advances........................... - (785,000) Assets held for sale,net.................... 41,000 12,000 Accounts payable, accrued expenses and and reserves applicable to discontinued operations.................... (74,000) (232,000) Payment for settlement of class action litigation................................. - - (1,000,000) Net cash (used in) operating activities...................... (1,543,000) (722,000) Cash flows from investing activities: Purchases of property, plant and equipment.. (32,000) - Purchases of marketable securities.......... - (1,767,000) Proceeds from sales of marketable securities - - 4,011,000 Net cash provided by (used in) investing activities...................... (32,000) 2,244,000 (continued) ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (continued) Six Months Ended June 30, 2000 1999 Cash flows from financing activities: Decrease in due to factor................... - (15,000) Repayments of debt.......................... (338,000) (296,000) Proceeds from debt.......................... 500,000 Proceeds from exercise of stock options..... 2,000 Purchase of treasury stock.................. - - (48,000) Net cash provided by (used in) financing activities.................................. (338,000) 143,000 NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS................................. (1,913,000) 1,665,000 Cash and cash equivalents - January 1........ 2,975,000 438,000 CASH AND CASH EQUIVALENTS - June 30.......... $1,062,000 $ 2,103,000 Supplemental cash flow information: Cash paid for: Interest.............................. $170,000 $ 163,000 See accompanying notes. ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (Note 1) - Letter of Intent to Merge with Homing, Inc. On June 7, 2000 the Company entered into a letter of intent with Homing, Inc. ("Homing") pursuant to which the Company and Homing have agreed to combine. Homing is a Delaware corporation formed in 1999 and headquartered in New York with research and development operations in Tel Aviv, Israel. Homing has developed and plans to deploy web-based software and service architecture for personalization and management of content across provider networks and media channels. Under the terms of the proposed transaction, Homing will acquire all of the shares of Orbit in exchange for shares of common stock of Homing in a tax-free transaction. Pursuant to the letter of intent, each shareholder of Orbit will receive one share of Homing common stock for each share of Orbit, or an aggregate of approximately 2,000,000 shares. Upon closing of the proposed transaction, Homing will have an aggregate of approximately 54,400,000 shares outstanding. In addition, Orbit presently has outstanding approximately 1,630,000 options and warrants and Homing will have the right to grant stock options in an amount equal to 15% of the total outstanding shares at closing. Under the terms of the proposed transaction, senior management of the Company has agreed to advance $500,000 to Homing which loan would be forgiven on closing of the proposed transaction. Closing of the proposed transaction is subject to a number of conditions, including negotiation, execution and delivery of definitive documentation, receipt of a fairness opinion satisfactory to the board of directors of Orbit indicating that the terms of the transaction are fair from a financial point of view to the shareholders of Orbit, consummation by Homing of a private placement of not less than $5,000,000 and satisfaction of certain other regulatory requirements and contract conditions. (NOTE 2) - Reverse Stock Split: On September 1, 1999, the Board of Directors authorized a 1 for 3 reverse stock split thereby decreasing the number of issued and outstanding shares of the Company's stock. All per share data and numbers of common shares have been retroactively restated to reflect this reverse stock split. (continued) ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued) (NOTE 3) - Income (Loss) Per Share: The following table sets forth the computation of basic and diluted income (loss) per common share: Six Months Ended Three Months Ended June 30, June 30, 2000 1999 2000 1999 Denominator: Denominator for basic income (loss) per share - weighted-average common shares 2,026,000 2,026,000 2,026,000 2,026,000 Effect of dilutive securities: Employee and directors stock options 0 23,000 0 17,000 Warrants 0 25,000 0 15,000 Denominator for diluted income (loss) per share - weighted-average common shares and assumed conversion 2,026,000 2,074,000 2,026,000 2,058,000 For the six and three month periods ended June 30, 2000, the denominator for both basic and diluted loss per common share is the weighted-average common shares. Due to a loss recorded for those periods, there is no effect of common share equivalents as such effect would be antidilutive. The numerator for basic and diluted income (loss) per share for the six and three months ended June 30, 2000 and June 30, 1999 is the net income (loss) for each period. (NOTE 4) - Cost of Sales: For interim periods, the Company estimates its inventory using the gross profit method. (continued) ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued) (NOTE 5) - Inventories: Inventories are comprised of the following: June 30, December 31, 2000 1999 Raw Materials.............. $ 3,259,000 $ 2,943,000 Work-in-process............ 2,966,000 2,861,000 TOTAL $ 6,225,000 $ 5,804,000 (NOTE 6) - Business Segments: The Company operates through two business segments. Its Electronics Segment, through the Orbit Instrument Division, is engaged in the design, manufacture and sale of customized electronic components and subsystems. Its Power Units Segment, through the Behlman Electronics, Inc. subsidiary, is engaged in the design, manufacture and sale of distortion free commercial power units, power conversion devices and electronic devices for measurement and display. The Company's reportable segments are business units that offer different products. The reportable segments are each managed separately as they manufacture and distribute distinct products with different production processes. The following is the Company's business segment information for the six and three month periods ended June 30, 2000 and 1999. Six Months Ended Three Months Ended June 30, June 30, 2000 1999 2000 1999 Net sales: Electronics........ $ 2,865,000 $ 4,202,000 $ 1,618,000 $1,916,000 Power Units........ Domestic......... 2,641,000 2,402,000 1,443,000 1,425,000 Foreign.......... 435,000 424,000 127,000 270,000 Intercompany sale - (10,000) - (2,000) Total Power Units... 3,076,000 2,816,000 1,570,000 1,693,000 Total $ 5,941,000 $ 7,018,000 $ 3,188,000 $3,609,000 (continued) ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited) (continued) Income (loss) from operations: Electronics......... $ 58,000 $ 829,000 $ 192,000 $ 301,000 Power Units......... (148,000) (235,000) (96,000) 37,000 General corporate expenses not allocated ........ (256,000) (408,000) (122,000) (150,000) Interest expense....... (170,000) (163,000) (87,000) (82,000) Investment and other income............... 108,000 163,000 54,000 98,000 Income (loss) before income taxes and extraordinary item $ (408,000) $ 186,000 $ (59,000) $ 204,000 Item 2. ORBIT INTERNATIONAL CORP. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS Results of Operations Three month period ended June 30, 2000 v. June 30, 1999 The Company currently operates in two industry segments. Its Orbit Instrument Division is engaged in the design and manufacture of electronic components and subsystems (the "Electronics Segment"). Its Behlman subsidiary is engaged in the design and manufacture of commercial power units (the "Power Units Segment"). Consolidated net sales for the three month period ended June 30, 2000 decreased to $3,188,000 from $3,609,000 for the three month period ended June 30, 1999 principally due to lower sales recorded from both its Electronics Segment and Power Units Segments. Gross profit, as a percentage of sales, for the three months ended June 30, 2000 was 38.2% which was equal to the percentage recorded for the three months ended June 30, 1999. The gross profit, as a percentage of sales, was due to an increase in gross profit realized by the Electronics Segment that was offset by a lower gross profit realized by the Power Unit Segment . Selling, general and administrative expenses for the three month period ended June 30, 2000 increased to $1,244,000 from $1,192,000 for the three month period ended June 30, 1999 principally due to higher selling costs incurred by the Power Unit Segment. Selling, general and administrative expenses, as a percentage of sales, for the three month period ended June 30, 2000 increased to 39.0% from 33.0% for the three month period ended June 30, 1999 principally due to decreased sales during the current period. Interest expense for the three month period ended June 30, 2000 was $87,000 and did not materially change from the $82,000 recorded for the three month period ended June 30, 1999. Investment and other income for the three month period ended June 30, 2000 decreased to $54,000 from $98,000 for the three month period ended June 30, 1999 principally due to a decrease in funds available for investment during the current period. The net loss before extraordinary item for the three month period ended June 30, 2000 was $59,000 compared to income of $204,000 recorded for the three month period ended June 30, 1999. This loss was principally due to the decrease in the Company's sales. The net loss for the three month period ended June 30, 2000 was $59,000 compared to income of $204,000 for the three month period ended June 30, 1999. Six month period ended June 30, 2000 v. June 30, 1999 Consolidated net sales for the six month period ended June 30, 2000 decreased to $5,941,000 from $7,018,000 for the six month period ended June 30, 1999 principally due to lower sales recorded from its Electronics Segment that was partially offset by higher sales recorded by its Power Units Segment. Gross profit, as a percentage of sales, for the six months ended June 30, 2000 decreased to 36.0% from 38.9% for the six month period ended June 30, 1999 due to a lower gross profit realized by the Electronics Segment principally due to a reduction in the Segment's sales. This decrease was partially offset by a higher gross profit realized by the Company's Power Units Segment. Selling, general and administrative expenses for the six month period ended June 30, 2000 decreased to $2,486,000 from $2,546,000 for the three month period ended March 31, 1999 principally due to several cost cutting initiatives taken by the Company during the first quarter of 1999. Selling, general and administrative expenses, as a percentage of sales, for the six month period ended June 30, 2000 increased to 41.8% from 36.3% for the six month period ended June 30, 1999 principally due to decreased sales during the current period. Interest expense for the six month period ended June 30, 2000 was $170,000 and did not materially change from the $163,000 recorded for the six month period ended June 30, 1999. Investment and other income for the six month period ended June 30, 2000 decreased to $108,000 from $163,000 for the six month period ended June 30, 1999 principally due to a decrease in funds available for investment during the current period. The net loss before extraordinary item for the six month period ended June 30, 2000 was $408,000 compared to income of $186,000 recorded for the six month period ended June 30, 1999. This loss was principally due to the decrease in sales from the Company's Electronics Segment. In March 2000, the Company reached an agreement with the sellers of a discontinued apparel division whereby the Company agreed to commence making payments on a promissory note payable to such sellers in 2000 rather than in 2002 as scheduled. The agreement resulted in an extraordinary gain of $190,000. The net loss for the six month period ended June 30, 2000 was $218,000 compared to income of $186,000 for the six month period ended June 30, 1999. Liquidity, Capital Resources and Inflation Working capital decreased to $6,201,000 at June 30, 2000 compared to $7,161,000 at December 31, 1999. The ratio of current assets to current liabilities decreased to 2.7 to 1 at June 30, 2000 from 3.2 to 1 at December 31, 1999. Net cash flows used in operations for the six month period ended June 30, 2000 was $1,543,000, primarily attributable to the net loss for the period, the non-cash flow effect of income related to the forgiveness of debt and an increase in accounts receivable, inventory and other assets that was partially offset by an increase in accounts payable. Cash flows provided by investing activities for the six month period ended June 30, 2000 was $32,000, primarily attributable to purchases of property, plant and equipment. Cash flows used in financing activities for the six month period ended June 30, 2000 was $338,000, primarily attributable to repayments of long-term debt. All operations of the discontinued apparel companies have been terminated. All losses and obligations of these apparel operations have been provided for, and accordingly, the Company does not anticipate using any significant portion of its resources towards these discontinued apparel operations. In August 1998, the Company closed on a new $4,000,000 credit facility with a new lender secured by real property and other assets of the Company. The Company used $3,500,000 of the proceeds to replace its existing asset based lending arrangement and the remaining $500,000 was borrowed in January 1999 to partially fund a class action securities litigation settlement of $1,000,000. The amount owed under this credit facility at June 30, 2000 was approximately $3,058,000 at an interest rate of 1.75 percent above the prime rate of interest. On September 1, 1999 the Board of Directors authorized a 1 for 3 reverse stock split thereby decreasing the number of issued and outstanding shares of the Company's stock. This reverse stock split was approved by the shareholders on October 1, 1999 and the effective date was October 4, 1999. All per share data and numbers of common shares have been retroactively restated to reflect this reverse stock split. The purpose of the reverse stock split was to put the Company into compliance with the requirements of a small cap listing in order to effectuate the transfer of the Company's listing from the Nasdaq National Market to the Small Cap Market. See the Company's Report on Form 8-K, filed October 6, 1999. In September 1998, the Company's Board of Directors authorized a stock repurchase program for the repurchase of up to 83,333 shares of its common stock in the open market or in privately negotiated transactions. The Company repurchased approximately 52,000 shares at an average price of $5.01 per share. The Company has not made any repurchases since the first quarter of 1999. The Company's existing capital resources, including its bank credit facilities, and its cash flow from operations are expected to be adequate to cover the Company's cash requirements for the foreseeable future. Inflation has not materially impacted the operations of the Company. Certain Material Trends The Company continues to face a very difficult business environment with continuing pressure on the Company's prices for its sole source sales and a general reduction in the level of funding for the defense sector. The Company continues to pursue many business opportunities, including programs in which it has long participated but, due to industry-wide funding and pricing pressures, the Company has encountered delays in the awards of these contracts. The delay in receiving these awards shifted a portion of shipments anticipated for 1999 into the year 2000. However, the Company continues to experience delays in contract awards and because of this uncertainty, does not see any improvement to revenue levels in the year 2000. The Company continues to seek new contracts which require incurring up-front design, engineering, prototype and preproduction costs. While the Company attempts to negotiate contract awards for reimbursement of product development, there is no assurance that sufficient monies will be set aside by its customers, including the United States Government, for such effort. In addition, even if the United States Government agrees to reimburse development costs, there is still a significant risk of cost overrun which may not be reimbursable. Furthermore, once the Company has completed the design and preproduction stage, there is no assurance that funding will be provided for future production. The Company is heavily dependent upon military spending, particularly the Department of the Navy, as a source of revenues and income. The U.S. Navy fleet has been significantly reduced in the past several years thereby impacting the procurement of equipment. Any further reductions in the level of military spending by the United States Government and/or further reductions to the U.S. fleet could have a negative impact on the Company's future revenues and earnings. In addition, due to major consolidations in the defense industry, it has become more difficult to avoid dependence on certain customers for revenue and income. Behlman's line of commercial products gives the Company some diversity and the Orbit Instrument Division is beginning to introduce certain of its products into commercial and foreign markets as well as to other Departments of Defense. Forward Looking Statements Statements in this Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this document as well as statements made in press releases and oral statements that may be made by the Company or by officers, directors or employees of the Company acting on the Company's behalf that are not statements of historical or current fact constitute "forward- looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual results of the Company to be materially different from the historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements which explicitly describe such risks and uncertainties, readers are urged to consider statements labeled with the terms "believes", "belief", "expects", "intends", "anticipates" or "plans" to be uncertain and forward-looking. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in the Company's reports and registration statements filed with the Securities and Exchange Commission. PART II- OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS None ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS None ITEM 3. DEFAULTS UPON SENIOR SECURITIES None ITEM 4. SUBMISSIONS OF MATTERS TO VOTE OF SECURITY HOLDERS An annual Meeting of Stockholders of the Company was held on June 26, 2000. The holders of 2,025,864 shares of Common Stock of the Company were entitled to vote at the meeting, the holders of 1,955,923 shares of Common Stock, or approximately 97% of shares entitled to vote at the meeting, were represented by proxy with the exception of the matter with respect to Proposal 3. The following action took place: The stockholders voted for the election of each of the following persons nominated to serve as a Director of the Company until the next annual meeting and until his successor is elected and qualified: Dennis Sunshine by 1,842,982 votes for and 105,760 against, Bruce Reissman by 1,842,995 votes for and 105,747 against, Mitchell Binder by 1,842,982 votes for and 105,760 against, John Molloy by 1,842,982 votes for and 105,760 against, Stanley Morris by 1,842,895 votes for and 105,847 against and Marc Pfefferle 1,843,048 votes for and 105,694 against. The stockholders voted 1,897,707 for and 43,619 against the resolution relating to amend the Certificate of Incorporation to reduce the number of authorized shares of Common Stock from 25,000,000 to 10,000,000 shares (7,284 votes abstained). The proposal to adopt the Company's 2000 Stock Option Plan was postponed until July 6, 2000 to allow for additional time for stockholders to vote on the proposal. On July 6, 2000, the meeting was re-convened but postponed again until July 20, 2000 to allow for additional time for stockholders to vote on the proposal. On July 20, 2000, the meeting was re- convened but postponed again until July 26, 2000 to allow for additional time for stockholders to vote on the proposal. On July 26, 2000, the stockholders voted 1,028,542 for and 145,747 against the resolution to adopt the 2000 Stock Option Plan (8,237 votes abstained). 1. The stockholders voted 1,913,854 for and 28,937 against the resolution relating to the appointment of Goldstein Golub Kessler LLP as the independent auditors and accountants for the Company for the year ended December 31, 2000 (5,819 votes abstained). ITEM 5. OTHER INFORMATION None ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits None (b) Reports on 8-K 8-K filed on June 7, 2000. SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ORBIT INTERNATIONAL CORP. Registrant Dated: August 10, 2000 /s/ Dennis Sunshine Dennis Sunshine, President, Chief Executive officer and Director Dated: August 10, 2000 /s/ Mitchell Binder Mitchell Binder, Vice President- Finance, Chief Financial Officer and Director EX-27 2 0002.txt
5 6-MOS JUN-30-2000 JUN-30-2000 1,062,000 3,000 2,346,000 (165,000) 6,225,000 9,819,000 4,668,000 (2,577,000) 14,433,000 3,618,000 3,015,000 0 0 304,000 7,126,000 14,433,000 5,941,000 5,941,000 3,801,000 3,801,000 2,486,000 0 170,000 (408,000) 0 (408,000) 0 190,000 0 (218,000) (.11) (.11)
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