-----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, GpfliNNFTPThq4ya3mM8CetWenvOJo7Z5vQTpkYNx0Fg+1jQzlh7TRHSEXAv2wLv WzZjJICBcdRBi1UvaYCdfw== 0000074818-07-000002.txt : 20070308 0000074818-07-000002.hdr.sgml : 20070308 20070308142805 ACCESSION NUMBER: 0000074818-07-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070308 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20070308 DATE AS OF CHANGE: 20070308 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: 07680364 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 resultsofoperations.txt 8-K ITEM 2.02-RESULTS OF OPERATIONS AND FINANCIAL CONDITION 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): MARCH 8, 2007 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 March 8, 2007, Orbit International Corp. ("Orbit") issued a press release announcing its operating results for its fourth quarter and year ended December 31, 2006. The press release contains a non-GAAP disclosure-Earnings before interest, taxes, depreciation and amortization, and stock based 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 Executive Vice President Lena Cati, 212-836-9611 631-435-8300 The Equity Group Inc. ORBIT INTERNATIONAL CORP. REPORTS --------------------------------- FOURTH QUARTER AND YEAR END RESULTS ----------------------------------- FOURTH QUARTER NET INCOME INCREASES 18.7% ON 8.5% GAIN IN SALES --------------------------------------------------------------- HIRES COVE PARTNERS TO ASSIST IN ACQUISITION PROGRAM ANNOUNCES 2007 GUIDANCE ----------------------- Hauppauge, New York, March 8, 2007 - Orbit International Corp. (NASDAQ:ORBT), an electronics manufacturer and supplier, today announced results for the fourth quarter and year ended December 31, 2006. FOURTH QUARTER 2006 VS. FOURTH QUARTER 2005 - ------------------------------------------------- - - Net sales increased 8.5% to $6,105,000 from $5,625,000; - - Gross margin was 42.9% compared to 45.0%; - - Net income was up 18.7% to $545,000, compared to $459,000; - - Diluted earnings per share were $.12 compared to $.10; - - Earnings before interest, taxes, depreciation and amortization, and stock based compensation (EBITDA) was $853,000 ($.18 per diluted share) compared to $793,000 ($.17 per diluted share); YEAR END 2006 VS. YEAR END 2005 - ------------------------------------- - - Net sales increased 3.1% to $25,015,000 from $24,254,000; - - Gross margin was 43.3% compared to 44.7%; - - Net income was $2,419,000 compared to $2,684,000; - - Diluted earnings per share were $.52 compared to $.60; - - EBITDA was $3,678,000 ($.79 per diluted share) compared to $3,710,000 ($.83 per diluted share). - - Backlog at December 31, 2006 was approximately $14.7 million compared to $13.1 million, a year ago, an increase of 11.6%; - - At December 31, 2006, cash, cash equivalents and marketable securities were approximately $8 million compared to approximately $5 million one year earlier. In the first quarter of 2006, the Company adopted Statement of Financial Accounting Standards No. 123, (Revised 2004) - Share Based Payment, ("SFAS 123R"), which requires that share based compensation be recorded in a company's financial statements. Historically, this has been identified in the footnote disclosure to our financial statements in accordance with SFAS 123. Orbit has elected to use the modified prospective method; prior period financial results have not been revised and are not comparative to the 2006 results. Total share based compensation expense recorded in the fourth quarter and year ended December 31, 2006 was $52,000 and $210,000, respectively (including $44,000 and $176,000, respectively of amortization of unearned compensation which is comparable to the prior year). Also, in accordance with SFAS 123R, "unearned compensation" recorded pursuant to Accounting Principles Board ("APB") Opinion No. 25 has been reversed and is now a component of "additional paid-in capital." (more) Orbit International News Release Page 2 March 8, 2007 Discussing current business conditions, Dennis Sunshine, President and Chief Executive Officer noted, "The resumption of growth in the final quarter of the year came after two quarters of program funding and schedule delays that were pervasive in the defense electronics industry as a whole. We closed the year with $14.7 million in contract backlog, up 11.6% from one year earlier and we believe we are once again poised for strong operating results in 2007." Mitchell Binder, noted, "In 2006, Orbit continued to generate cash from operations, thereby continuing to strengthen its financial condition. At December 31, 2006, total current assets were $21,572,000 versus total current liabilities of $4,396,000 for a 4.9 to 1 current ratio. With approximately $22 million in net operating loss carryforwards, we should continue to shield profits from federal and New York State taxes and enhance future cash flow. Additionally, we have approximately $8 million in cash, cash equivalents and marketable securities, up from $5 million at year-end 2005. This liquidity supports our search for strategic acquisitions. In this regard, we've engaged Cove Partners LLC of San Diego, California, an investment banking firm that specializes in mergers and acquisitions and strategic advisory services, to help us identify, value and consummate acquisitions. However, there can be no assurance that any acquisition will be completed with any of the candidates." 2007 GUIDANCE - -------------- Sunshine continued, "We are announcing guidance for 2007 with net sales of between $25.9 million and $26.1 million, EBITDA between $3,800,000 and $3,900,000, net income between $2,700,000 and $2,800,000 and earnings per diluted share between $.57 and $.60. This guidance is exclusive of the impact of any potential acquisitions that we are striving to complete in 2007. Furthermore, as we have stated in the past, our business is not subject to any seasonality and revenues are generally determined by shipping schedules outlined in our purchase orders. Based on existing and projected shipping schedules, we expect our performance in the second half of the 2007 year to be stronger than the first half of 2007." CONFERENCE CALL - ---------------- The Company will hold a conference call for investors today, March 8, 2007, at 11:00 a.m. ET. Interested parties may participate in the call by dialing 706-679-3204; 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., through its Electronics Group, 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 Power Group, through 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. (more) Orbit International News Release Page 3 March 8, 2007 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 poised for strong operating results in 2007; should continue to shield profits from federal and New York State taxes and enhance future cash flow; and its announced guidance for 2007. 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 Annual Report on Form 10-KSB for the fiscal year ended December 31, 2005 and its other periodic reports and its registration statement on Form S-3 containing a final prospectus dated January 11, 2006 filed with the Securities and Exchange Commission. The consolidated income statement and balance sheet data for the year ended December 31, 2006 are marked unaudited in this press release since the audit report will not be delivered until the filing of the Company's Annual Report on Form 10-KSB for December 31, 2006. (See Accompanying Tables) Orbit International News Release Page 4 March 8, 2007
ORBIT INTERNATIONAL CORP. CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE DATA) THREE MONTHS ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, (UNAUDITED) (UNAUDITED) (AUDITED) 2006 2005 2006 2005 ------ ----- ----- ---- Net sales $ 6,105 $ 5,625 $25,015 $24,254 Cost of sales 3,487 3,095 14,186 13,420 ------ ----- ------ ------ Gross profit 2,618 2,530 10,829 10,834 Selling general and administrative expenses 2,067 1,977 8,285 7,973 Interest expense 104 118 443 333 Investment and other income (108) (54) (358) (186) ----- ----- ------ ------ Net income before taxes 555 489 2,459 2,714 Income tax 10 30 40 30 ----- ----- ------- ------- Net income $ 545 $ 459 $ 2,419 $ 2,684 Basic earnings per share $ 0.13 $ 0.11 $ 0.56 $ 0.66 Diluted earnings per share $ 0.12 $ 0.10 $ 0.52 $ 0.60 Weighted average number of shares outstanding: Basic 4,303 4,310 4,302 4,056 Diluted 4,612 4,680 4,638 4,469
Orbit International News Release Page 5 March 8, 2007
ORBIT INTERNATIONAL CORP. CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) THREE MONTHS ENDED YEAR ENDED DECEMBER 31, DECEMBER 31, 2006 2005 2006 2005 ---- ---- ----- ---- EBITDA Reconciliation - ---------------------------------------- Net income $ 545 $ 459 $2,419 $2,684 Interest expense 104 118 443 333 Tax expense 10 30 40 30 Depreciation and amortization 142 142 566 487 Stock based compensation 52 44 210 176 ------- ------ ----- ------ EBITDA (1) $ 853 $ 793 $3,678 $3,710 EBITDA Per Diluted Share Reconciliation - ---------------------------------------- Net income $ 0.12 $ 0.10 $ 0.52 $ 0.60 Interest expense 0.02 0.02 0.10 0.07 Tax expense 0.00 0.01 0.01 0.01 Depreciation and amortization 0.03 0.03 0.12 0.11 Stock based compensation 0.01 0.01 0.04 0.04 ------- ------- ------ ------ EBITDA per diluted share (1) $ 0.18 $ 0.17 $ 0.79 $ 0.83
(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, securities 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 6 March 8, 2007
ORBIT INTERNATIONAL CORP. CONSOLIDATED BALANCE SHEETS DECEMBER 31, 2006 DECEMBER 31, 2005 ------------------- ------------------- ASSETS (UNAUDITED) (AUDITED) Current assets Cash and cash equivalents $ 3,935,000 $ 3,933,000 Investments in marketable securities 4,062,000 1,012,000 Accounts receivable, less allowance for doubtful accounts 3,721,000 3,695,000 Inventories 8,992,000 9,055,000 Deferred tax asset 717,000 784,000 Other current assets 145,000 130,000 ------------------- ------------------- Total current assets 21,572,000 18,609,000 Property and equipment, net 414,000 357,000 Goodwill 6,135,000 6,130,000 Intangible assets, net 1,204,000 1,639,000 Deferred tax asset 1,333,000 1,219,000 Other assets 566,000 1,198,000 ------------------- ------------------- Total assets $ 31,224,000 $ 29,152,000 =================== =================== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Current portion of long term obligations $ 1,124,000 $ 1,125,000 Accounts payable 1,028,000 857,000 Accrued expenses 1,362,000 1,447,000 Customer advances 797,000 256,000 Deferred income 85,000 85,000 ------------------- ------------------- Total current liabilities 4,396,000 3,770,000 Deferred income 427,000 513,000 Long-term obligations, net of current maturities 4,105,000 5,279,000 ------------------- ------------------- Total liabilities 8,928,000 9,562,000 Stockholders' Equity Common stock 459,000 457,000 Additional paid-in capital 19,536,000 20,600,000 Unearned compensation 0 (1,340,000) Accumulated other comprehensive gain (loss) 5,000 (4,000) Retained earnings (accumulated deficit) 2,296,000 (123,000) ------------------- ------------------- Stockholders' equity 22,296,000 19,590,000 ------------------- ------------------- Total liabilities and stockholders' equity $ 31,224,000 $ 29,152,000 =================== ===================
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: March 8, 2007 Orbit International Corp. By: /s/ Dennis Sunshine ------------------- Dennis Sunshine Chief Executive Officer and President -----END PRIVACY-ENHANCED MESSAGE-----