Orbit International Corp. (NASDAQ:ORBT), an electronics manufacturer and software solution provider, today announced that has completed the acquisition of privately-owned Integrated Consulting Services, Inc. (“ICS”), located in Louisville, Kentucky, effective December 31, 2007.
The total purchase price was approximately $7.4 million consisting of $5.4 million in cash, $1.0 million of Orbit stock and $1.0 million in a future earn-out based on ICS’s ability to attain certain revenue levels over a three-year period. To fund the cash portion of the acquisition, the Company entered into a $4.5 million Term Loan with its primary lender and used approximately $900,000 from its working capital.
Orbit expects the addition of ICS will be immediately accretive beginning in 2008. The new wholly-owned Orbit subsidiary will be renamed Integrated Combat Systems, Inc. and along with its 23 member staff and management, will continue to operate from its 23,000 square foot facility in Louisville, KY and become part of the Company’s Electronics Group. For the past three years, ICS has generated average annual sales of approximately $7.4 million and approximately $1.2 million of EBITDA (earnings before interest, taxes, depreciation and amortization).
Founded in 1995, ICS designs and manufactures Combat Systems and Gun Weapon Systems, provides Systems Integration, Production Engineering, Integrated Logistics Support and Documentation Control for leading defense industry prime contractors, as well as a number of U.S. Department of Defense Procurement Agencies.
ICS has continued its business strategy by providing key system integration services, together with production engineering, and documentation control for programs that utilize the MK 119 Gun Computer System Cabinet, including both the 5”/54 MK 45 and the 57mm MK 110 Naval Gun Systems. Once fully functional prototypes are tested, ICS facilitates full scale production of various Gun Fire Control System elements for both U.S. and Foreign Naval Programs, including the DDG-51 and CG-47 classes of ships, the Coast Guard Deepwater program and the Cruiser Conversion and DD(X) programs.
Dennis Sunshine, President and Chief Executive Officer of Orbit International Corp. stated, “We’ve had a longstanding business relationship with ICS since 2003 as our Power Group has supplied ICS with a 3KVA Uninterruptible Power Source as well as an N+1 D. C. Power System in support of the MK-119 Gun Computer System Cabinet. ICS has an excellent management team and professional engineering staff, an impressive base of major prime contractor customers, and an equally impressive list of critical programs that the company supports.”
Sunshine continued, “We have always had a great deal of respect for the leadership of Ken Ice, President, Founder and Chief Executive Officer of ICS, and his executive management team including Michael Rhudy, Director of Production, and Julie McDearman, Director of Engineering and Logistics. We expect a great deal of synergy resulting from this transaction. In particular, we are planning for ICS to utilize the displays and power supplies developed and produced by our Electronics and Power Groups. As our discussions have progressed, we all agree that there are tremendous cross-marketing opportunities between our respective operating units, and we intend to take full advantage of our extensive worldwide customer base to actively pursue a number of upcoming program requirements.”
Ken Ice, President of ICS also added, “We are delighted to join the Orbit team. Our current backlog of approximately $1,500,000, coupled with new orders expected in the first quarter of 2008 for the Coast Guard Deepwater Program and the U.S. Navy Cruiser Conversion Program with an aggregate value in excess of $2,400,000 should allow ICS to make an immediate, as well as long-term, contribution to the future growth of Orbit. In addition, we believe our business will strategically complement both the Orbit Electronics and Power Groups by utilizing their production displays, keyboards and power sources for our planned program modifications.”
2008 Guidance
Orbit also stated that the SFAS 141 analysis of goodwill, intangible assets and related amortization for the ICS acquisition will be completed in the first quarter of 2008. Orbit expects to report its guidance for the 2008 year thereafter.
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, NY, Quakertown, PA and Louisville, KY. 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.
Certain matters discussed in this news release and oral 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 and revenues, future operating results including all guidance amounts, additional orders, 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.