-----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, MY7bYDcKUz/y+PfBY3CQuQxsH8P5arUrLW6Vozejskejbe8oDBCObrgjkXMSVLmP dEsYiriO3F8kZXtQlA8wOw== 0000074818-04-000021.txt : 20041105 0000074818-04-000021.hdr.sgml : 20041105 20041105103527 ACCESSION NUMBER: 0000074818-04-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041104 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20041105 DATE AS OF CHANGE: 20041105 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ORBIT INTERNATIONAL CORP CENTRAL INDEX KEY: 0000074818 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 111826363 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-03936 FILM NUMBER: 041121394 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 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): NOVEMBER 4, 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230-425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)) ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION. On November 4, 2004, Orbit International Corp. ("Orbit") issued a press release announcing its operating results for its third-quarter and nine-months ended September 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 THIRD QUARTER RESULTS Earnings for Quarter Up 36%; Backlog Up 39% Over Prior Year Company Expects to Complete Year at Higher End of Guidance for Earnings and EPS Hauppauge, New York, November 4, 2004-Orbit International Corp. (NASDAQ:ORBT), a supplier of military and defense electronics, today announced results for the third quarter and nine months ended September 30, 2004. Operating results - ------------------ For the three months ended September 30, 2004, net sales increased by 4% to $4,536,000 from $4,347,000 for the same period last year. Net income for the quarter increased by 36% to $604,000 or $.20 per diluted share, from $444,000 or $.15 per diluted share for the same period last year. During both the current and prior year three-month period, the Company recorded a non-cash income tax benefit of $100,000 related to an increase in the Company's deferred tax asset. In addition, in the prior year three-month period, the Company recorded a non-cash charge of approximately $88,000, principally due to the issuance of warrants to its investment banker, EarlyBirdCapital. Exclusive of these non-cash items, net income for the current quarter increased to $504,000 ($.16 per diluted share) compared to $432,000 ($.14 per diluted share) for the prior year period. For the nine months ended September 30, 2004, net sales increased 3% to $13,398,000 compared to $13,061,000 for the same period last year. Net income for the nine months ended September 30, 2004 increased by 16% to $1,517,000, or $.49 per diluted share, compared to $1,307,000 or $.45 per diluted share for the prior year period. During the current and prior year nine-month period, the Company recorded a non-cash income tax benefit of $100,000 related to an increase in the Company's deferred tax asset and a non-cash charge of $94,000 and $88,000, respectively, due to the issuance of the aforementioned warrants. Exclusive of the non-cash items, net income for the nine months ended September 30, 2004 increased to $1,511,000 ($.49 per diluted share) compared to $1,295,000 ($.44 per diluted share) for the prior year period. The Company also reported a strong balance sheet. At September 30, 2004, total current assets were $12.9 million versus total current liabilities of $2.4 million-a 5.4 to 1 current ratio. The Company also announced its backlog at September 30, 2004 was up 39% to approximately $12.6 million compared to $9.0 million a year ago principally due to the timing of the receipt of several large contracts. Furthermore, the current year backlog does not include $2,000,000 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 third quarter and nine months ended September 30, 2004. Our business remains quite strong and with our continued cost containment, we once again realized good incremental profitability from our increase in revenues. In addition, we added $100,000 to our deferred tax asset due to our increased confidence that our net operating loss carryforward will be utilized by increased future profitability." Sunshine continued, "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 are confident that revenue growth will continue for the remainder of 2004 and into 2005. We are continuing to explore acquisition opportunities that are accretive and compatible with our existing operations." Sunshine concluded, "Due to our strong operating results for the third quarter, we are confident that we will complete the year at the higher end of our 2004 guidance for earnings and earnings per share." Investors Conference Call - --------------------------- The Company will hold a conference call for investors today, November 4, 2004, at 11:00 a.m. (EST). U.S. based investors should phone: 1-888-896-0863 and use the conference code: 5289298. Overseas investors should phone: 1-973-582-2703 and use the 5289298 conference code. Investors are requested to dial in 5 to 10 minutes before the 11:00 a.m. (EST) starting time. For those who cannot listen live, a replay will be available starting 1:00 p.m.(EST) today and until November 6, 2004 at 6:00 p.m. (EST). For the replay, U.S. based investors should phone 1-877-519-4471 and use the conference code: 5289298. Overseas investors should phone: 1-973-341-3080 and use the 5289298 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 $2,000,000 of anticipated orders, the Company's confidence that its net operating loss carryover will be utilized by increased future profitability, continued revenue growth for the remainder of 2004 and into 2005, and the Company will complete the year at the higher end of its 2004 guidance for earnings and earnings per share. 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) (unaudited) Three Months Ended Nine Months Ended September 30 September 30 2004 2003 2004 2003 ---- ---- ---- ---- Net sales $ 4,536 $ 4,347 $ 13,398 $13,061 Cost of sales 2,605 2,516 7,561 7,426 ----- ----- ----- ----- Gross profit 1,931 1,831 5,837 5,635 Selling, general and administrative expenses 1,453 1,509 4,495 4,505 Interest expense 1 1 2 9 Investment and other income (27) (23) (77) (86) ----- ----- ------ ---- Net income before taxes 504 344 1,417 1,207 Income tax (benefit) (100) (100) (100) (100) ----- ----- ------ ------ Net income 604 444 1,517 1,307 Basic earnings per share $ 0.22 $ 0.16 $ 0.55 $ 0.48 Diluted earnings per share $ 0.20 $ 0.15 $ 0.49 $ 0.45 Weighted shares outstanding: Basic 2,771 2,745 2,770 2,703 Diluted 3,061 3,041 3,091 2,934 ORBIT INTERNATIONAL CORP CONSOLIDATED BALANCE SHEET DATA 9/30/2004 12/31/03 --------- -------- (unaudited) ----------- ASSETS Current assets Cash and cash equivalents $1,043,000 $ 797,000 Investments in marketable securities 163,000 55,000 Accounts receivable, less allowance for doubtful accounts 2,536,000 2,615,000 Inventories 8,383,000 7,077,000 Other current assets 215,000 158,000 Deferred tax asset 514,000 390,000 ----------- ----------- Total current assets 12,854,000 11,092,000 Property and equipment, net 159,000 164,000 Goodwill 868,000 868,000 Other assets 1,014,000 869,000 Deferred tax asset 200,000 200,000 --------- ----------- Total assets 15,095,000 13,193,000 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Current portion of long term obligations 43,000 149,000 Accounts payable 1,303,000 759,000 Accrued expenses 941,000 1,094,000 Deferred income 85,000 85,000 --------- ----------- Total current liabilities 2,372,000 2,087,000 Deferred income 620,000 684,000 Long-term obligations 23,000 30,000 --------- ---------- Total liabilities 3,015,000 2,801,000 Stockholders' Equity Common stock 279,000 403,000 Additional paid-in capital 15,092,000 24,583,000 Unearned compensation (64,000) - Treasury stock, at cost - (9,850,000) Accumulated deficit (3,227,000) (4,744,000) ----------- ----------- Stockholders' equity 12,080,000 10,392,000 Total liabilities and stockholders' equity 15,095,000 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: November 5, 2004 Orbit International Corp. By: /s/ Dennis Sunshine --------------------- Dennis Sunshine Chief Executive Officer and President -----END PRIVACY-ENHANCED MESSAGE-----