-----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, G7QBjVYsQ+PQ61RYmhii/2qxqj+BZ6/QTDMKtsD0YHwz7AFqOm4exL+USn2dG7kO yLXPBa+ccc/ciLr0ZcFZmg== 0000074818-07-000026.txt : 20071108 0000074818-07-000026.hdr.sgml : 20071108 20071108171637 ACCESSION NUMBER: 0000074818-07-000026 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071108 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20071108 DATE AS OF CHANGE: 20071108 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: 071226920 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 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): NOVEMBER 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 November 8, 2007, Orbit International Corp. ("Orbit") issued a press release announcing its operating results for its third quarter and nine months ended September 30, 2007. In addition, during the Company's investor conference call on the same date, the Company stated that due to vendor delivery issues which were beyond its control, $300,000 of shipments that were scheduled for delivery during the third quarter were delayed until the fourth quarter. The Company further stated that due to its operating leverage, this would have had a positive impact on earnings and consequently, the Company would have recorded a substantial increase in net sales and profitability for the quarter. The press release contains a non-GAAP disclosure-Earnings before interest, taxes, depreciation and amortization, and stock based compensation (EBITDA, as adjusted), 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 2007 THIRD QUARTER RESULTS ------------------------------------------------------------ REPORTS31.5% INCREASE IN BACKLOG AT SEPTEMBER 30TH -------------------------------------------------- EXPECTS VERY STRONG FOURTH QUARTER AND REAFFIRMS 2007 GUIDANCE -------------------------------------------------------------- Hauppauge, New York, November 8, 2007 - Orbit International Corp. (NASDAQ:ORBT), an electronics manufacturer and software solution provider, today announced results for the third quarter and nine months ended September 30, 2007. THIRD QUARTER 2007 VS. THIRD QUARTER 2006 - --------------------------------------------- - - Net sales increased to $6,312,000 from $6,171,000; - - Gross margin was 41.7% compared to 42.6%; - - Net income was $553,000 compared to $593,000; - - Diluted earnings per share were $.12 compared to $.13; - - Earnings before interest, taxes, depreciation and amortization, and stock based compensation (EBITDA, as adjusted) was $816,000 ($.17 per diluted share) compared to $898,000 ($.20 per diluted share); - - Backlog at September 30th increased by 31.5% to approximately $16.0 million compared to $12.1 million, a year ago. The Company pointed out that third quarter profitability was affected by approximately $93,000 representing costs associated with the implementation of internal control over financial reporting as required by Section 404 of Sarbanes-Oxley. The Company expects lower compliance costs for the fourth quarter of 2007 and thereafter. NINE MONTHS 2007 VS. NINE MONTHS 2006 - ----------------------------------------- - - Net sales was $18,686,000 compared to $18,910,000; - - Gross margin was 43.3% compared to 43.4%; - - Net income was $1,603,000 compared to $1,874,000; - - Diluted earnings per share were $.34 compared to $.40; - - EBITDA as adjusted was $2,439,000 ($.52 per diluted share) compared to $2,825,000 ($.61 per diluted share). Dennis Sunshine, President and Chief Executive Officer noted, "This year was especially notable for the growing number and size of new orders, which has resulted in a 31.5% increase in our backlog at September 30, 2007. As we have previously reported, just about every order in our backlog has a strong likelihood of follow-on potential, some quite significant in anticipated future requirements." (more) Orbit International News Release Page 2 November 8, 2007 Sunshine continued, "We have received an unprecedented number of prototype awards as we continue to work with prime defense contractors, U.S. procurement agencies, as well as foreign defense agencies on new program opportunities. In our experience, prototype awards have the potential for new production and follow-on awards as the prototype units are tested, qualified and certified for field service. All this supports our confidence that Orbit will have a very strong fourth 2007 quarter, and is well positioned for continued growth in 2008." Mitchell Binder, Chief Financial Officer, noted, "At September 30, 2007, total current assets were $21,886,000 versus total current liabilities of $3,737,000 for a 5.9 to 1 current ratio. With approximately $22 million and $7 million in federal and state net operating loss carryforwards, respectively, we should continue to shield profits from federal and New York State taxes and enhance future cash flow. Additionally, we have approximately $7 million in cash, cash equivalents and marketable securities." Mr. Binder continued, "We are expecting strong sales for the fourth quarter based on our customer delivery schedules. Due to our operating leverage, this should have a positive impact on our earnings. Consequently, we are affirming our 2007 guidance, which calls for net sales to be in the range of $25.6 million and $25.9 million, EBITDA between $3,500,000 and $3,800,000, net income between $2,500,000 and $2,700,000 and earnings per diluted share between $.54 and $.58." CONFERENCE CALL - ---------------- The Company will hold a conference call for investors today, November 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. 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, 2006 and its registration statement on Form S-3 containing a final prospectus dated January 11, 2006. (more) Orbit International News Release Page 3 November 8, 2007 Certain matters discussed in this news release and oral and written statements made from time to time by representatives of the Company (including, but not limited to, statements regarding any acquisition proposal and whether such proposal or a strategic alternative thereto may be considered or consummated; statements regarding our expectations of Orbit's operating plans, deliveries under contracts and strategies generally; statements regarding our expectations of the performance of our business; expectations regarding costs, revenues, future operating results including all guidance amounts) future business opportunities and continued growth, may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and the Federal securities laws. Although Orbit believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that its expectations will be achieved. Forward-looking information is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those projected. Many of these factors are beyond Orbit International's ability to control or predict. Important factors that may cause actual results to differ materially and that could impact Orbit International and the statements contained in this news release can be found in Orbit's filings with the Securities and Exchange Commission including quarterly reports on Form 10-Q, current reports on Form 8-K, annual reports on Form 10-KSB and its other periodic reports and its registration statement on Form S-3 containing a final prospectus dated January 11, 2006. For forward-looking statements in this news release, Orbit claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Orbit assumes no obligation to update or supplement any forward-looking statements whether as a result of new information, future events or otherwise. (See Accompanying Tables) Orbit International News Release Page 4 November 8, 2007 ORBIT INTERNATIONAL CORP. CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 2007 2006 2007 2006 ------ ------ ---- ----- Net sales $ 6,312 $ 6,171 $ 18,686 $18,910 Cost of sales 3,682 3,544 10,595 10,699 ------ ------ ------ ------- Gross profit 2,630 2,627 8,091 8,211 Selling general and administrative expenses 2,117 2,017 6,576 6,218 Interest expense 76 111 258 339 Investment and other income (116) (99) (371) (250) ------- ------- -------- -------- Income before income tax provision 553 598 1,628 1,904 Income tax provision - 5 25 30 -------- ------- ------- ------- Net income $ 553 $ 593 $ 1,603 $ 1,874 Basic earnings per share $ 0.13 $ 0.14 $ 0.37 $ 0.43 Diluted earnings per share $ 0.12 $ 0.13 $ 0.34 $ 0.40 Weighted average number of shares outstanding: Basic 4,319 4,357 4,312 4,356 Diluted 4,664 4,575 4,655 4,649 Orbit International News Release Page 5 November 8, 2007
ORBIT INTERNATIONAL CORP. CONSOLIDATED STATEMENTS OF INCOME (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED) THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 2007 2006 2007 2006 ----- ---- ----- ----- EBITDA Reconciliation(as adjusted) - ------------------------------------------------- Net income $ 553 $ 593 $1,603 $1,874 Interest expense 76 111 258 339 Tax expense - 5 25 30 Depreciation and amortization 141 137 419 424 Stock based compensation 46 52 134 158 ----------- ----------- ------ ------ EBITDA (1) $ 816 $ 898 $2,439 $2,825 ----------- ----------- ------- ------ Adjusted EBITDA Per Diluted Share Reconciliation - ------------------------------------------------- Net income $ 0.12 $ 0.13 $ 0.34 $ 0.40 Interest expense 0.01 0.03 0.06 0.07 Tax expense - 0.00 0.00 0.01 Depreciation and amortization 0.03 0.03 0.09 0.09 Stock based compensation 0.01 0.01 0.03 0.04 ---------- ----------- ------ ------- EBITDA per diluted share (1) $ 0.17 $ 0.20 $ 0.52 $ 0.61 ----------- ----------- ------ ------ (1) The EBITDA table (as adjusted) 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 (as adjusted) is not a complete measure of an entity's profitability because it does not include costs and expenses for interest, depreciation and amortization, stock based compensation and income taxes. Adjusted EBITDA as presented herein may not be comparable to similarly named measures reported by other companies.
Orbit International News Release Page 6 November 8, 2007
ORBIT INTERNATIONAL CORP. CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 2007 DECEMBER 31, 2006 -------------------- ------------------- ASSETS (UNAUDITED) (AUDITED) Current assets Cash and cash equivalents $ 2,806,000 $ 3,935,000 Investments in marketable securities 4,176,000 4,062,000 Accounts receivable, less allowance for doubtful accounts 3,850,000 3,712,000 Inventories 10,156,000 8,992,000 Deferred tax asset 722,000 717,000 Other current assets 176,000 145,000 -------------------- ------------------- Total current assets 21,886,000 21,563,000 Property and equipment, net 446,000 414,000 Goodwill 6,135,000 6,135,000 Intangible assets, net 878,000 1,204,000 Deferred tax asset 1,953,000 1,333,000 Other assets 582,000 566,000 -------------------- ------------------- Total assets $ 31,880,000 $ 31,215,000 ==================== =================== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Current portion of long term obligations $ 1,136,000 $ 1,124,000 Accounts payable 1,127,000 1,028,000 Accrued expenses 1,314,000 1,353,000 Customer advances 75,000 797,000 Deferred income 85,000 85,000 -------------------- ------------------- Total current liabilities 3,737,000 4,387,000 Deferred income 363,000 427,000 Long-term obligations, net of current maturities 3,179,000 4,105,000 Deferred tax liability 557,000 - -------------------- ------------------- Total liabilities 7,836,000 8,919,000 Stockholders' equity Common stock 460,000 459,000 Additional paid-in capital 19,736,000 19,536,000 Accumulated other comprehensive (loss) gain, net of tax (51,000) 5,000 Retained earnings 3,899,000 2,296,000 -------------------- ------------------- Stockholders' equity 24,044,000 22,296,000 -------------------- ------------------- Total liabilities and stockholders' equity $ 31,880,000 $ 31,215,000 ==================== ===================
ITEM 7.01. REGULATION FD DISCLOSURE The following information is furnished pursuant to Item 7.01 Regulation FD Disclosure. On November 8, 2007, the Company stated during its investor conference call that due to vendor delivery issues which were beyond its control, $300,000 of shipments that were scheduled for delivery during the third quarter were delayed until the fourth quarter. The Company further stated that due to its operating leverage, this would have had a positive impact on earnings and consequently, the Company would have recorded a substantial increase in net sales and profitability for the quarter. 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, 2007 Orbit International Corp. By: /s/ Dennis Sunshine ------------------- Dennis Sunshine Chief Executive Officer and President -----END PRIVACY-ENHANCED MESSAGE-----