8-K 1 doc1.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): AUGUST 5, 2004 ORBIT INTERNATIONAL CORP. (Exact name of registrant as specified in its charter) DELAWARE 0-3936 11-1826363 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 80 CABOT COURT HAUPPAUGE, NEW YORK 11788 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 631-435-8300 NOT APPLICABLE -------------- (Former name or former address, if changed since last report) ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On August 5, 2004, Orbit International Corp. ("Orbit") issued a press release announcing its operating results for its second-quarter and six-months ended June 30, 2004. The press release contains a non-GAAP disclosure that management feels provides useful information in understanding the impact of certain non-cash items to Orbit's financial statements. Orbit's press release is hereby furnished as follows: CONTACT FOR IMMEDIATE RELEASE ------- ----------------------- Mitchell Binder 631-435-8300 ORBIT INTERNATIONAL CORP. REPORTS SECOND QUARTER RESULTS Backlog Up 18% Over Prior Year; Company Expects Strong Second Half Hauppauge, New York, August 5, 2004-Orbit International Corp. (NASDAQ:ORBT), a supplier of military and defense electronics, today announced results for the second quarter and six months ended June 30, 2004. Operating results ------------------ For the three months ended June 30, 2004, net sales decreased by less than 1% to $4,364,000 from $4,393,000 for the same period last year. Net income for the quarter decreased to $424,000 or $.14 per diluted share from $457,000 or $.15 per diluted share for the same period last year. However, during the quarter, the Company recorded the final non-cash charge of $55,000 due to the issuance of warrants to its investment banker, EarlyBirdCapital. Exclusive of this non-cash charge, net income for the quarter increased to $479,000 ($.15 per diluted share) compared to $457,000 ($.15 per diluted share) for the prior period. For the six months ended June 30, 2004, net sales increased 2% to $8,862,000 compared to $8,714,000 for the same period last year. Net income for the six months ended June 30, 2004 increased to $913,000, or $.29 per diluted share compared to $863,000 or $.29 per diluted share for the prior period. Exclusive of the non-cash charge of $94,000 due to the issuance of the aforementioned warrants, net income for the six months ended June 30, 2004 increased to $1,007,000 ($.32 per share) compared to $863,000 ($.29 per share) compared to the prior period. The Company also reported a strong balance sheet. At June 30, 2004, total current assets were $12.4 million versus total current liabilities of $2.5 million-a 5.0 to 1 current ratio. The Company also announced its backlog at June 30, 2004 was approximately $11.0 million compared to $9.3 million a year ago principally due to the timing of the receipt of several large contracts. Furthermore, the current year backlog does not include $3,000,000 of anticipated orders, previously announced, from a customer for which the Company has been authorized to procure material. Dennis Sunshine, President and Chief Executive Officer commented, "We are pleased with our operating results for the second quarter and six months ended June 30, 2004. We recorded, during the current period, the final non-cash charge due to the issuance of warrants to our investment banker and with our backlog up considerably from last year, we are looking for a strong second half of 2004 and we remain comfortable with our 2004 guidance." Sunshine continued, "Our business remains strong and both of our operating segments are continuing to pursue a significant amount of new business opportunities as well as repeat orders on existing business. We remain confident that revenue growth will continue in 2004 and will realize incremental profitability once again through cost containment. We are continuing to explore accretive acquisition opportunities that are compatible with our existing operations and we are hopeful to complete one by the end of 2004." Investors Conference Call --------------------------- The Company will hold a conference call for investors today, August 5, 2004, at 11:00 a.m. (EDT). U.S. based investors should phone: 1-888-896-0863 and use the conference code: 4982378. Overseas investors should phone: 1-973-582-2703 and use the 4982378 conference code. Investors are requested to dial in 5 to 10 minutes before the 11:00 a.m. (EDT) starting time. For those who cannot listen live, a replay will be available starting 1:00 p.m.(EDT) today and until August 7, 2004 at 6:00 p.m. (EDT). For the replay, U.S. based investors should phone 1-877-519-4471 and use the conference code: 4982378. Overseas investors should phone: 1-973-341-3080 and use the 4982378 conference code. Orbit International Corp., based in Hauppauge, New York, is involved in the manufacture of customized electronic components and subsystems for military and nonmilitary government applications. Its Behlman Electronics, Inc. subsidiary manufactures and sells high quality commercial power units, AC power sources, frequency converters, inverters, uninterruptible power supplies and associated analytical equipment. The Behlman custom division designs, manufactures and sells power units and electronic products for military and high-end industrial usage. For a more detailed discussion of the risks inherent in the Company's business, the reader is referred to the Company's Annual Report on Form 10-KSB for the fiscal year ended December 31, 2003. This press release contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding the Company's expectations for a strong second half of 2004, its comfort with its 2004 guidance, expectations that revenue growth will continue in 2004 and incremental profitability will be realized, and an accretive acquisition will be completed by the end of 2004. These forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause the actual future results of the Company to be materially different from such forward looking statements. Factors that might result in such differences include, without limitation, current economic conditions and military conflicts, variable market conditions and changing needs of the defense sector and the Company's customers. The forward-looking statements contained in this press release speak only as of the date hereof. 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. ORBIT INTERNATIONAL CORP CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Three Months Ended Six Months Ended June 30 June 30 2004 2003 2004 2003 ---- ---- ---- ---- Net sales $ 4,364 $ 4,393 $ 8,862 $ 8,714 Cost of sales 2,463 2,358 4,956 4,910 ------- ------ ------ ------ Gross profit 1,901 2,035 3,906 3,804 Selling, general and administrative expenses 1,503 1,600 3,042 2,996 Interest expense - 1 1 8 Investment and other income (26) (23) (50) (63) ------ ---- ----- ----- Net income before taxes 424 457 913 863 Income tax - - - - ------ ----- ----- ----- Net income 424 457 913 863 Basic earnings per share $ 0.15 $ 0.17 $ 0.33 $ 0.32 Diluted earnings per share $ 0.14 $ 0.15 $ 0.29 $ 0.29 Weighted shares outstanding: Basic 2,770 2,713 2,768 2,683 Diluted 3,096 3,053 3,104 2,997 ORBIT INTERNATIONAL CORP CONSOLIDATED BALANCE SHEET DATA 6/30/04 12/31/03 ------- -------- ASSETS Current assets Cash and cash equivalents $ 1,870,000 $ 797,000 Investments in marketable securities 108,000 55,000 Accounts receivable, less allowance for doubtful accounts 2,081,000 2,615,000 Inventories 7,741,000 7,077,000 Other current assets 187,000 158,000 Deferred tax asset 414,000 390,000 ------------- ------------ Total current assets 12,401,000 11,092,000 Property and equipment, net 156,000 164,000 Goodwill 868,000 868,000 Other assets 978,000 869,000 Deferred tax asset 200,000 200,000 ---------- --------- Total assets 14,603,000 13,193,000 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Current portion of long term obligations 76,000 149,000 Accounts payable 1,178,000 759,000 Accrued expenses 1,078,000 1,094,000 Customer advances 50,000 - Deferred income 85,000 85,000 ---------- ---------- Total current liabilities 2,467,000 2,087,000 Deferred income 641,000 684,000 Long-term obligations 25,000 30,000 --------- --------- Total liabilities 3,133,000 2,801,000 Stockholders' Equity Common stock 406,000 403,000 Additional paid-in capital 24,816,000 24,583,000 Unearned compensation (70,000) - Treasury stock, at cost (9,850,000) (9,850,000) Accumulated deficit (3,831,000) (4,744,000) Accumulated other comprehensive loss (1,000) - ----------- ----------- Stockholders' equity 11,470,000 10,392,000 Total liabilities and stockholders' equity 14,603,000 13,193,000 SIGNATURE 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: August 5, 2004 Orbit International Corp. By: /s/ Dennis Sunshine --------------------- Dennis Sunshine Chief Executive Officer and President