-----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, VbIEO/Dk3DbaK7j+lHGk4LxrV42fuxLesUEhuHe9Bm8sf/NVMsNHI/nO82DtMrz3 O9kathMYFdbBmql0qPr60Q== 0000074818-05-000045.txt : 20051109 0000074818-05-000045.hdr.sgml : 20051109 20051108191243 ACCESSION NUMBER: 0000074818-05-000045 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051108 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20051109 DATE AS OF CHANGE: 20051108 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: 051187535 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 8, 2005 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 8, 2005, Orbit International Corp. ("Orbit") issued a press release announcing its operating results for its third quarter and nine months ended September 30, 2005. In addition, during the Company's investor conference call on the same date, the Company stated that it expects 2005 sales for its wholly owned subsidiary, Tulip Development Laboratory, Inc. and its manufacturing affiliate, TDL Manufacturing, Inc., to be approximately $5.2-$5.5 million. The press release contains a non-GAAP disclosure-Earnings before interest, taxes, depreciation and amortization, and amortization of unearned compensation (EBITDA), that management feels provides useful information in understanding the impact of certain items to Orbit's financial statements. Orbit's press release is hereby furnished as follows: [GRAPHIC OMITED] [GRAPHIC OMITED] FOR IMMEDIATE RELEASE - ----------------------- CONTACT or Investor Relations Counsel - ------- Mitchell Binder Linda Latman, 212-836-9609 Vice President-Finance Andreas Marathovouniotis, 212-836-9611 631-435-8300 The Equity Group Inc. ORBIT INTERNATIONAL CORP. REPORTS THIRD QUARTER RESULTS ------------------------------------------------------- EBITDA INCREASES BY 111% ON 43% INCREASE IN SALES ------------------------------------------------- RAISES GUIDANCE --------------- Hauppauge, New York, November 8, 2005 - Orbit International Corp. (NASDAQ:ORBT), a supplier of military and defense electronics, today announced results for the third quarter ended September 30, 2005. The results of operations of Orbit's acquisition, Tulip Development Laboratory, Inc. and its manufacturing affiliate, TDL Manufacturing, Inc. ("Tulip") are included as of April 4, 2005, the date the transaction was consummated. THIRD QUARTER 2005(1) VS. THIRD QUARTER 2004(1) - ----------------------------------------------------- - - Net sales increased 43.3% to $6,501,000 from $4,536,000; - - Gross margin was 44.5% compared to 42.6%; - - Earnings before interest, taxes, depreciation and amortization, and amortization of unearned compensation (EBITDA) increased by 110.7% to $1,117,000 ($.24 per diluted share) compared to $530,000 ($.14 per diluted share); - - Pre tax income rose 53.2% to $772,000 compared with $504,000; - - Net income increased to $772,000, or $.17 per diluted share from $604,000, or $.16 per diluted share, which included a $100,000 income tax benefit in the prior year; and, - - Backlog increased by 4.4% to approximately $13.1 million compared to $12.6 million. NINE MONTHS 2005(1) VS. NINE MONTHS 2004(1) - ------------------------------------------------- - - Net sales increased 39.0% to $18,629,000 from $13,398,000; - - Gross margin was 44.6% compared to 43.6%; - - EBITDA increased by 99.0% to $2,917,000 ($.67 per diluted share) compared to $1,466,000 ($.38 per diluted share); - - Pre tax income rose 57.0% to $2,225,000 compared with $1,417,000; - - Net income increased to $2,225,000, or $.51 per diluted share from $1,517,000 or $.39 per diluted share, which included a $100,000 income tax benefit in the prior year. (1) Per share amounts have been adjusted for the 25% stock dividend effective July 18, 2005. **Per share calculations for the current three and nine month periods are based upon 20.4% and 13.4% more shares than in the corresponding periods last year. (more) Orbit International News Release Page 2 November 8, 2005 Dennis Sunshine, President and Chief Executive Officer, commented, "We are very proud of our operating performance and financial results for the third quarter and year-to-date, and we are very encouraged with our outlook for the remainder of 2005. We are continuing to pursue a business strategy that combines internal growth and acquisitions." Mitchell Binder, Chief Financial Officer, also commented, "We have a strong balance sheet to support continued growth. At September 30, 2005, total current assets were $18,586,000 versus total current liabilities of $4,329,000, a 4.3 to 1 current ratio." Mr. Binder added, "In light of the strong performance year-to-date and expectations of a good fourth quarter, we are increasing our EBITDA guidance for 2005 to be in the $3,400,000 to $3,600,000 range. Similarly, we are raising our net sales guidance to between $23.8 million and $24.2 million, and our net income guidance to between $2,600,000 and $2,850,000 which, with the larger number of outstanding diluted shares would equate to between $.64 and $.67 per diluted share." CONFERENCE CALL - ---------------- The Company will hold a conference call for investors today, November 8, 2005, at 11:00 a.m. ET. Interested parties may participate in the call by dialing 706-679-0886; please call in 10 minutes before the conference call is scheduled to begin and ask for the Orbit International conference call. After opening remarks, there will be a question and answer period. The conference call will also be broadcast live over the Internet. To listen to the live call, please go to www.orbitintl.com and click on the Investor Relations section. Please go to the website at least 15 minutes early to register, and download and install any necessary audio software. If you are unable to listen live, the conference call will be archived and can be accessed for approximately 90 days at Orbit's website. We suggest listeners use Microsoft Explorer as their browser. Orbit International Corp. is involved in the manufacture of customized electronic components and subsystems for military and nonmilitary government applications through its production facilities in Hauppauge, New York and Quakertown, Pennsylvania. Its Behlman Electronics, Inc. subsidiary manufactures and sells high quality commercial power units, AC power sources, frequency converters, uninterruptible power supplies and associated analytical equipment. The Behlman military division designs, manufactures and sells power units and electronic products for measurement and display. 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, 2004. 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 being encouraged with its outlook for the remainder of 2005, the Company continuing to pursue a business strategy that combines internal growth and acquisitions, and updated guidance for 2005. 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, changing needs of the defense sector and the Company's customers and integration of the new Tulip acquisition. 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. (See Accompanying Tables) Orbit International News Release Page 3 November 8, 2005 Orbit International Corp. Consolidated Statements of Income (in thousands, except per share data) (unaudited)
Three Months Ended Nine Months Ended September 30, September 30, 2005 2004 2005 2004 Net sales. . . . . . . . . . . . . . . . . . . $ 6,501 $ 4,536 $18,629 $13,398 Cost of sales. . . . . . . . . . . . . . . . . 3,611 2,605 10,325 7,561 Gross profit . . . . . . . . . . . . . . . . . 2,890 1,931 8,304 5,837 Selling general and administrative expenses. . . . . . . . . . . . . . . . . . 2,061 1,453 5,996 4,495 Interest expense . . . . . . . . . . . . . . . 112 1 215 2 Investment and other income. . . . . . . . . . (55) (27) (132) (77) Net income before taxes. . . . . . . . . . . . 772 504 2,225 1,417 Income tax . . . . . . . . . . . . . . . . . . - (100) - (100) Net income . . . . . . . . . . . . . . . . . . $ 772 $ 604 $ 2,225 $ 1,517 Basic earnings per share * . . . . . . . . . . $ 0.18 $ 0.17 $ 0.56 $ 0.44 Diluted earnings per share * . . . . . . . . . $ 0.17 $ 0.16 $ 0.51 $ 0.39 Weighted average number of shares outstanding: Basic * . . . . . . . . . . . . . . . . . . . 4,244 3,464 3,963 3,463 Diluted * . . . . . . . . . . . . . . . . . . 4,607 3,826 4,382 3,864
*All share and per share amounts presented have been adjusted for the 25% stock dividend effective July 18, 2005. Orbit International News Release Page 4 November 8, 2005 Orbit International Corp. Consolidated Statements of Income (in thousands, except per share data) (unaudited)
Three Months Ended Nine Months Ended September 30, September 30, 2005 2004 2005 2004 EBITDA Reconciliation - ----------------------------------------- Net income. . . . . . . . . . . . . . . . 772 604 2,225 1,517 Interest expense. . . . . . . . . . . . 112 1 215 2 Tax expense (benefit) . . . - (100) - (100) Depreciation and amortization . . . . . . 189 18 345 38 Amortization of unearned compensation . . 44 7 132 9 EBITDA (1). . . . . . . . . . . . . . . . $ 1,117 $ 530 $2,917 $1,466 EBITDA Per Diluted Share Reconciliation* - ----------------------------------------- Net income. . . . . . . . . . . . . . . . $ 0.17 $ 0.16 $ 0.51 $ 0.39 Interest expense. . . . . . . . . . . . . 0.02 0.00 0.05 0.00 Tax expense (benefit) . . . . . . . . . . - (0.03) - (0.02) Depreciation and amortization . . . . . . 0.04 0.01 0.08 0.01 Amortization of unearned compensation . . 0.01 0.00 0.03 0.00 EBITDA per diluted share (1). . . . . . . $ 0.24 $ 0.14 $ 0.67 $ 0.38
(1) The EBITDA table presented above is not determined in accordance with accounting principles generally accepted in the United States of America. Management uses adjusted EBITDA to evaluate the operating performance of its business. It is also used, at times, by some investors, security analysts and others to evaluate companies and make informed business decisions. EBITDA is also a useful indicator of the income generated to service debt. EBITDA is not a complete measure of an entity's profitability because it does not include costs and expenses for interest, depreciation and amortization and income taxes. EBITDA as presented herein may not be comparable to similarly named measures reported by other companies. Orbit International News Release Page 5 November 8, 2005 Orbit International Corp. Consolidated Balance Sheets
September 30, 2005 December 31, 2004 -------------------- ------------------- ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . (unaudited) (audited) Current assets Cash and cash equivalents . . . . . . . . . . . . . . . . $ 3,746,000 $ 1,112,000 Investments in marketable securities. . . . . . . . . . . 871,000 158,000 Accounts receivable, less allowance for doubtful accounts 4,146,000 2,472,000 Inventories . . . . . . . . . . . . . . . . . . . . . . . 9,170,000 8,265,000 Other current assets. . . . . . . . . . . . . . . . . . . 163,000 147,000 Deferred tax asset. . . . . . . . . . . . . . . . . . . . 490,000 564,000 -------------------- ------------------- Total current assets. . . . . . . . . . . . . . . . . . 18,586,000 12,718,000 Property and equipment, net. . . . . . . . . . . . . . . . 366,000 198,000 Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . 5,984,000 868,000 Intangible assets, net . . . . . . . . . . . . . . . . . . 1,748,000 - Other assets . . . . . . . . . . . . . . . . . . . . . . . 1,182,000 1,058,000 Deferred tax asset . . . . . . . . . . . . . . . . . . . . 1,352,000 200,000 -------------------- ------------------- Total assets. . . . . . . . . . . . . . . . . . . . . . . $ 29,218,000 $ 15,042,000 ==================== =================== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Current portion of long term obligations. . . . . . . . . $ 1,125,000 $ 13,000 Accounts payable. . . . . . . . . . . . . . . . . . . . . 1,322,000 712,000 Accrued expenses. . . . . . . . . . . . . . . . . . . . . 1,284,000 976,000 Customer advances . . . . . . . . . . . . . . . . . . . . 513,000 - Deferred income . . . . . . . . . . . . . . . . . . . . . 85,000 85,000 -------------------- ------------------- Total current liabilities . . . . . . . . . . . . . . . 4,329,000 1,786,000 Deferred income. . . . . . . . . . . . . . . . . . . . . . 534,000 598,000 Long-term obligations, net of current maturities . . . . . 5,560,000 20,000 -------------------- ------------------- Total liabilities . . . . . . . . . . . . . . . . . . . 10,423,000 2,404,000 Stockholders' Equity Common stock. . . . . . . . . . . . . . . . . . . . . . . 453,000 307,000 Additional paid-in capital. . . . . . . . . . . . . . . . 20,313,000 16,657,000 Unearned compensation . . . . . . . . . . . . . . . . . . (1,384,000) (1,516,000) Accumulated other comprehensive loss. . . . . . . . . . . (5,000) (3,000) Accumulated deficit . . . . . . . . . . . . . . . . . . . (582,000) (2,807,000) -------------------- ------------------- Stockholders' equity. . . . . . . . . . . . . . . . . . 18,795,000 12,638,000 -------------------- ------------------- Total liabilities and stockholders' equity. . . . . . . $ 29,218,000 $ 15,042,000 ==================== ===================
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 8, 2005 Orbit International Corp. By: /s/ Dennis Sunshine --------------------- Dennis Sunshine Chief Executive Officer and President -----END PRIVACY-ENHANCED MESSAGE-----