-----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, UDC+P0UfUqfc6BvxsTx8y29vntt1s6tVR0RybxkevrWZBjtzYykJnd6nZF1Zq4Tt hIppnC83keytLgR4THrXOw== 0000310056-00-000005.txt : 20000516 0000310056-00-000005.hdr.sgml : 20000516 ACCESSION NUMBER: 0000310056-00-000005 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000331 FILED AS OF DATE: 20000515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VICON INDUSTRIES INC /NY/ CENTRAL INDEX KEY: 0000310056 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 112160665 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-07939 FILM NUMBER: 635898 BUSINESS ADDRESS: STREET 1: 89 ARKAY DR CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 5169522288 MAIL ADDRESS: STREET 1: 89 ARKAY DR CITY: HAUPPAUGE STATE: NY ZIP: 11788 10-Q 1 VICON QUARTERLY REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended March 31, 2000 Commission File No. 1-7939 ---------------------------- ------- VICON INDUSTRIES, INC. (Exact name of registrant as specified in its charter) NEW YORK STATE 11-2160665 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification No.) 89 Arkay Drive, Hauppauge, New York 11788 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (631) 952-2288 (Former name, address, and fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No At March 31, 2000, the registrant had outstanding 4,591,199 shares of Common Stock, $.01 par value. PART I - FINANCIAL INFORMATION VICON INDUSTRIES, INC. AND SUBSIDIARIES (CONDENSED) CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Three Months Ended 3/31/00 3/31/99 Net sales............................. $17,442,343 $17,500,615 Cost of sales......................... 11,816,443 11,411,186 ----------- ----------- Gross profit........................ 5,625,900 6,089,429 Operating expenses: Selling expense................... 3,206,257 2,618,055 General & administrative expense.. 1,033,148 978,958 Engineering & development expense. 903,436 574,785 ---------- ---------- 5,142,841 4,171,798 ---------- ---------- Operating income.................... 483,059 1,917,631 Interest expense...................... 206,269 149,360 Interest income....................... (10,177) (42,807) ----------- ----------- Income before income taxes........ 286,967 1,811,078 Income tax expense.................... 101,000 650,000 ----------- ------------ Net income........................ $ 185,967 $ 1,161,078 =========== ============ Earnings per share: Basic $ .04 $ .26 === === Diluted $ .04 $ .25 === === Shares used in computing earnings per share: Basic 4,588,830 4,506,931 Diluted 4,673,336 4,713,487 See Notes to (Condensed) Consolidated Financial Statements. -2- VICON INDUSTRIES, INC. AND SUBSIDIARIES (CONDENSED) CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) Six Months Ended 3/31/00 3/31/99 Net sales............................. $36,966,813 $34,628,342 Cost of sales......................... 25,950,649 22,674,521 ----------- ----------- Gross profit........................ 11,016,164 11,953,821 Operating expenses: Selling expense................... 6,387,777 5,206,934 General & administrative expense.. 2,100,010 1,808,164 Engineering & development expense. 1,765,973 1,220,176 ---------- ---------- 10,253,760 8,235,274 ---------- ---------- Operating income.................... 762,404 3,718,547 Interest expense...................... 372,356 302,386 Interest income....................... (27,565) (90,316) ----------- ----------- Income before income taxes........ 417,613 3,506,477 Income tax expense.................... 147,000 1,285,000 ----------- ------------ Net income........................ $ 270,613 $ 2,221,477 =========== ============ Earnings per share: Basic $ .06 $ .49 === === Diluted $ .06 $ .47 === === Shares used in computing earnings per share: Basic 4,586,494 4,491,352 Diluted 4,686,132 4,702,484 See Notes to (Condensed) Consolidated Financial Statements. -3- VICON INDUSTRIES, INC. AND SUBSIDIARIES (CONDENSED) CONSOLIDATED BALANCE SHEETS (UNAUDITED) ASSETS 3/31/00 9/30/99 CURRENT ASSETS Cash............................................ $ 1,185,372 $ 1,998,767 Accounts receivable (less allowance of $950,000 at March 31, 2000 and $818,000 at September 30, 1999)............... 16,053,778 13,771,411 Inventories: Parts, components, and materials.............. 3,551,142 2,647,781 Work-in-process............................... 4,450,555 5,298,862 Finished products............................. 15,120,994 13,381,900 ----------- ----------- 23,122,691 21,328,543 Deferred income taxes........................... 1,989,999 1,303,791 Prepaid expenses................................ 511,698 630,716 ----------- ----------- TOTAL CURRENT ASSETS............................ 42,863,538 39,033,228 - -------------------- Property, plant and equipment................... 15,443,241 14,540,426 Less accumulated depreciation and amortization.. (6,936,969) (6,486,937) ----------- ----------- 8,506,272 8,053,489 Goodwill, net of accumulated amortization....... 1,737,011 1,768,056 Deferred income taxes........................... 483,154 264,218 Other assets.................................... 731,390 780,028 ----------- ----------- TOTAL ASSETS.................................... $54,321,365 $49,899,019 - ------------ =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Borrowings under revolving credit agreement..... $ 644,386 $ 374,806 Current maturities of long-term debt............ 1,305,676 1,212,316 Accounts payable................................ 4,098,383 4,022,892 Accrued compensation and employee benefits...... 1,313,843 2,233,441 Accrued expenses................................ 2,133,984 1,749,395 Unearned service revenue........................ 495,942 224,711 Income taxes payable............................ 165,986 167,013 ---------- ---------- TOTAL CURRENT LIABILITIES 10,158,200 9,984,574 - ------------------------- Long-term debt.................................. 9,251,082 5,798,641 Unearned service revenue........................ 1,320,056 639,169 Other long-term liabilities..................... 699,127 728,284 SHAREHOLDERS' EQUITY Common stock, par value $.01.................... 46,767 46,547 Capital in excess of par value.................. 21,395,646 21,343,676 Retained earnings............................... 12,121,702 11,851,089 ------------ ----------- 33,564,115 33,241,312 Less treasury stock, at cost.................... (555,097) (508,745) Accumulated other comprehensive income (loss)... (116,118) 15,784 ------------ ----------- TOTAL SHAREHOLDERS' EQUITY 32,892,900 32,748,351 - -------------------------- ------------ ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY...... $54,321,365 $49,899,019 - ------------------------------------------ ============ =========== See Notes to (Condensed) Consolidated Financial Statements. -4- VICON INDUSTRIES, INC. AND SUBSIDIARIES (CONDENSED) CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended 3/31/00 3/31/99 Cash flows from operating activities: Net income..................................... $ 270,613 $ 2,221,477 Adjustments to reconcile net income to net cash used in operating activities: Depreciation and amortization................ 577,924 428,747 Deferred income taxes........................ (905,144) (213,000) Change in assets and liabilities: Accounts receivable........................ (2,358,720) (163,869) Inventories................................ (1,848,801) (2,590,922) Prepaid expenses........................... 114,044 (99,226) Other assets............................... (23,642) (220,298) Accounts payable........................... 80,402 472,704 Accrued compensation and employee benefits. (917,624) (606,570) Accrued expenses........................... 392,513 216,329 Unearned service revenue................... 952,118 - Income taxes payable....................... 2,286 (246,941) Other liabilities.......................... (29,157) (17,757) ------------ ------------ Net cash used in operating activities..... (3,693,188) (819,326) ------------ ------------ Cash flows from investing activities: Capital expenditures, net of minor disposals............................ (973,357) (360,743) ------------ ------------ Net cash used in investing activities..... (973,357) (360,743) ------------ ------------ Cash flows from financing activities: Borrowings under U.S. bank credit agreement.. 3,000,000 - Increase (decrease) in borrowings under U.K. revolving credit agreement................. 284,449 (1,932) Proceeds from mortgage loan.................. 1,200,000 - Proceeds from exercise of stock options...... 5,838 94,945 Repayments of U.S. term loan................. (450,000) (450,000) Repayments of other debt..................... (185,739) (134,304) ------------ ------------ Net cash provided by (used in) financing activities................... 3,854,548 (491,291) ------------ ------------ Effect of exchange rate changes on cash.......... (1,398) (119,773) ------------ ------------ Net decrease in cash............................. (813,395) (1,791,133) Cash at beginning of year........................ 1,998,767 4,854,557 ------------ ------------ Cash at end of period............................ $ 1,185,372 $ 3,063,424 ============ ------------ See Notes to (Condensed) Consolidated Financial Statements. -5- VICON INDUSTRIES, INC. AND SUBSIDIARIES NOTES TO (CONDENSED) CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) March 31, 2000 Note 1: Basis of Presentation The accompanying unaudited (condensed) consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended March 31, 2000 are not necessarily indicative of the results that may be expected for the fiscal year ended September 30, 2000. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the fiscal year ended September 30, 1999. Certain prior year amounts have been reclassified to conform to current year presentation. Note 2: Earnings per Share The Financial Accounting Standards Board Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Share" requires companies to present basic and diluted earnings per share (EPS). Basic EPS is computed based on the weighted average number of shares outstanding for the period. Diluted EPS reflects the maximum dilution that would have resulted from the exercise of stock options and incremental shares issuable under a deferred compensation agreement. The following table provides the components of the basic and diluted earnings per share (EPS) computations for the three month and six month periods ended March 31, 2000 and 1999: Three Months Six Months Ended March 31, Ended March 31, 2000 1999 2000 1999 (Unaudited) (Unaudited) Basic EPS Computation Net income.................. $ 185,967 $1,161,078 $ 270,613 $2,221,477 Weighted average shares outstanding......... 4,588,830 4,506,931 4,586,494 4,491,352 Basic earnings per share.... $ .04 $ .26 $ .06 $ .49 ========== ========== ========== ========== Diluted EPS Computation Net income.................. $ 185,967 $1,161,078 $ 270,613 $2,221,477 Weighted average shares outstanding....... 4,588,830 4,506,931 4,586,494 4,491,352 Stock options............. 84,506 193,877 96,618 201,003 Stock compensation arrangement.............. - 12,679 3,020 10,129 ---------- ---------- ---------- ---------- Diluted shares outstanding.. 4,673,336 4,713,487 4,686,132 4,702,484 Diluted earnings per share.. $ .04 $ .25 $ .06 $ .47 ========== ========== ========== ========== -6- Note 3: Comprehensive Income Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income", requires that all items that are required to be recognized under accounting standards as components of comprehensive income be reported in the financial statements. The Company's total comprehensive income for the three month and six month periods ended March 31, 2000 and 1999 was as follows: Three Months Six Months Ended March 31, Ended March 31, 2000 1999 2000 1999 (Unaudited) (Unaudited) Net income................ $ 185,967 $1,161,078 $ 270,613 $2,221,477 Other comprehensive income (loss), net of tax: Change in equity due to foreign currency translation adjustments. (37,008) (152,038) (131,902) (283,731) ---------- ---------- ---------- ---------- Comprehensive income...... $ 148,959 $1,009,040 $ 138,711 $1,937,746 ========== ========== ========== ========== Note 4: Segment and Related Information The Company adopted SFAS No. 131, "Disclosures About Segments of an Enterprise and Related Information" in fiscal 1999, which changes the way the Company reports information about its operating segments. The Company operates in one industry which encompasses the design, manufacture, assembly and marketing of closed-circuit video systems and system components for the electronic protection segment of the security industry. The Company manages its business segments primarily on a geographic basis. The Company's principal reportable segments are comprised of its United States (U.S.) and United Kingdom (U.K.) based operations. Its U.S. based operations consists of Vicon Industries, Inc., the Company's corporate headquarters and principal operating entity. Its U.K. based operations consist of Vicon Industries Limited, a wholly owned subsidiary which markets and distributes the Company's products principally within Europe. Other segments include the operations of Vicon Industries (H.K.) Ltd., a Hong Kong based majority owned subsidiary which markets and distributes the Company's products principally within Hong Kong and mainland China, and TeleSite U.S.A., Inc. and subsidiary, a U.S. and Israeli based manufacturer and distributor of remote video surveillance systems. The Company evaluates performance and allocates resources based on, among other things, the net profit for each segment, which excludes intersegment sales and profits. Segment information for the three month and six month periods ended March 31, 2000 and 1999 was as follows: Three Months Ended March 31, 2000 U.S. U.K. Other Consolid. Totals - ------------------- ---------- --------- --------- ---------- ------- Net sales to external customers $13,815,000 $2,506,000 $1,121,000 $ - $17,442,000 Intersegment net sales 1,951,000 - 180,000 - 2,131,000 Net income (loss) 281,000 79,000 (122,000) (52,000) 186,000 Total assets 48,962,000 6,325,000 2,698,000 (3,664,000) 54,321,000 -7- Three Months Ended March 31, 1999 U.S. U.K. Other Consolid. Totals - ------------------- ---------- ---------- --------- ---------- ------- Net sales to external customers $15,044,000 $1,808,000 $ 649,000 $ - $17,501,000 Intersegment net sales 1,178,000 - - - 1,178,000 Net income (loss) 1,189,000 (41,000) 45,000 (32,000) 1,161,000 Total assets 41,527,000 5,073,000 1,672,000 (2,725,000) 45,547,000 Six Months Ended March 31, 2000 U.S. U.K. Other Consolid. Totals - ------------------- ---------- --------- --------- ---------- ------- Net sales to external customers $30,059,000 $4,898,000 $2,010,000 $ - $36,967,000 Intersegment net sales 3,545,000 - 264,000 - 3,809,000 Net income (loss) 441,000 105,000 (169,000) (106,000) 271,000 Total assets 48,962,000 6,325,000 2,698,000 (3,664,000) 54,321,000 Six Months Ended March 31, 1999 U.S. U.K. Other Consolid. Totals - ------------------- ---------- ---------- --------- ---------- ------- Net sales to external customers $29,793,000 $3,716,000 $1,119,000 $ - $34,628,000 Intersegment net sales 2,228,000 - - - 2,228,000 Net income (loss) 2,231,000 (11,000) 31,000 (30,000) 2,221,000 Total assets 41,527,000 5,073,000 1,672,000 (2,725,000) 45,547,000 The consolidating segment above includes the elimination and consolidation of intersegment transactions. Note 5: Investment in Affiliate The Company has a 30% ownership interest in Chun Shin Electronics, Inc. (CSE), a South Korean company which manufactures and assembles certain of the Company's products. The Company has not recognized its interest in the accumulated earnings of CSE since it does not have any control over its operations and does not have the ability to repatriate any of its accumulated earnings. Net assets of CSE were approximately $3.3 million at September 30, 1999. See "Management's Discussion and Analysis." -8- MANAGEMENT'S DISCUSSION AND ANALYSIS Results of Operations Three Months Ended March 31, 2000 Compared with March 31, 1999 Net sales for the quarter ended March 31, 2000 were $17.4 million compared with $17.5 million in the year ago period. Domestic sales decreased $1.2 million or 9% to $12.6 million, due in part to decreased system sales supplied under a contract with the U.S. Postal Service. International sales increased $1.2 million or 32% to $4.8 million. Sales for the current quarter were affected by a technical problem associated with a new product line as reported in the previous quarter ended December 31, 1999. Gross profit margins for the second quarter of 2000 decreased to 32.3% compared with 34.8% in the year ago period as a result of lower selling prices and the effect of lower than anticipated sales to fixed production overhead. Operating expenses for the second quarter of 2000 were $5.1 million or 29.5% of net sales compared with $4.2 million or 23.8% of net sales in the year ago period. The increase in operating expenses was principally the result of additional sales, sales support and product development personnel. Operating income decreased to $.5 million for the second quarter of 2000 compared with $1.9 million in the year ago period principally as a result of the decrease in gross profit and increase in operating expenses as discussed above. Interest expense increased to $206,000 for the second quarter of 2000 compared with $149,000 in the year ago period principally as a result of an increase in bank borrowings. Income tax expense was $101,000 for the second quarter of 2000 compared with $650,000 in the year ago period. As a result of the foregoing, net income decreased to $186,000 for the second quarter of 2000 compared with $1.2 million for the year ago period. -9- MANAGEMENT'S DISCUSSION AND ANALYSIS Results of Operations Six Months Ended March 31, 2000 Compared with March 31, 1999 Net sales for the six months ended March 31, 2000 increased $2.3 million or 7% to $37.0 million compared with $34.6 million in the year ago period. Domestic sales for the first six months of 2000 were $27.5 million compared with $27.0 million in the prior year period. International sales increased $2.0 million or 26% to $9.5 million. The backlog of unfilled orders was $8.9 million at March 31, 2000 compared with $14.0 million at March 31, 1999. Gross profit margins for the first six months of 2000 decreased to 29.8% compared with 34.5% in the year ago period. The margin decline was principally attributable to a first quarter warranty charge of $1.3 million for costs incurred and estimated costs as a result of a technical problem associated with a new product line. In addition, margins were impacted by lower selling prices. Operating expenses for the first six months of 2000 were $10.3 million or 27.7% of net sales compared with $8.2 million or 23.8% of net sales in the year ago period. The increase in operating expenses was principally the result of additional sales, sales support and product development personnel. Operating income decreased to $.8 million for the first six months of 2000 compared with $3.7 million in the year ago period principally as a result of a decrease in gross profit resulting from the $1.3 million warranty charge and increased operating expenses. Interest expense increased to $372,000 for the first six months of 2000 compared with $302,000 in the year ago period principally as a result of an increase in bank borrowings. Income tax expense was $147,000 for the first six months of 2000 compared with $1,285,000 in the year ago period. As a result of the foregoing, net income decreased to $271,000 for the first six months of 2000 compared with $2.2 million for the year ago period. -10- MANAGEMENT'S DISCUSSION AND ANALYSIS Liquidity and Financial Condition - --------------------------------- Net cash used in operating activities was $3.7 million for the first six months of 2000 due primarily to an increase in accounts receivable of $2.4 million as a result of a general slowdown in collections and an increase in inventory of $1.8 million related to new product line production. Net cash used in investing activities was $1.0 million for the first six months of 2000 due principally to capital expenditures related to the expansion of the Company's principal operating facility. Net cash provided by financing activities was $3.9 million, which included $3.0 million of borrowings under the Company's U.S. revolving credit agreement and $1.2 million of proceeds from a mortgage loan used to finance the facility expansion. As a result of the foregoing, cash decreased by $.8 million for the first six months of 2000 after the nominal effect of exchange rate changes on the cash position of the Company. The Company has a $9.5 million revolving credit facility with a bank which expires in July 2002. Borrowings under the facility bear interest at the bank's prime rate minus 2% or, at the Company's option, LIBOR plus 90 basis points (7.00% and 7.03%, respectively, at March 31, 2000). At March 31, 2000, outstanding borrowings under this facility were $3.0 million. The agreement contains restrictive covenants which, among other things, require the Company to maintain certain levels of earnings and ratios of debt service coverage and debt to tangible net worth. The Company also maintains a bank overdraft facility of 600,000 Pounds Sterling (approximately $1.0 million) in the U.K. to support local working capital requirements of Vicon Industries Limited. At March 31, 2000, outstanding borrowings under this facility were approximately $644,000. In October 1999, the Company entered into a $1.2 million mortgage loan agreement with its bank to finance the expansion of its principal operating facility. The loan is payable in equal monthly principal installments through January 2008, with a $460,000 payment due at the end of the term. The loan bears interest at the bank's prime rate minus 160 basis points or, at the Company's option, LIBOR plus 100 basis points (7.40% and 7.13%, respectively, at March 31, 2000) and contains the same covenants as included in the existing mortgage loans. The Company believes that cash flow from operations and funds available under its credit agreements will be sufficient to meet its anticipated operating, capital expenditures and debt service requirements for at least the next twelve months. Certain Related Party Transactions - ---------------------------------- The Company is substantially dependent upon certain outside suppliers to manufacture and assemble its products. During the six months ended March 31, 2000, approximately $3.0 million or 14% of the Company's purchases of components and finished products were supplied indirectly from CSE, a 30% owned South Korean company (see Note 5). The Company has no control over the operations of CSE and its relationship with this investee is strictly that of a buyer and supplier dealing with each other at arm's length. Although the Company believes that the principal portion of components and products supplied by CSE could in time be sourced through alternative suppliers at prices comparable to those paid to CSE, the immediate loss of CSE or any other significant supplier for any reason would impair the Company's ability to meet its obligations to customers and would have a material adverse effect on the Company's business. -11- Gross profit margins attributable to sales of CSE sourced products are generally comparable with the margins reported in the accompanying consolidated statements of operations. Year 2000 - --------- The Company's software-based products have been tested for year 2000 compliance and the Company believes that such products are year 2000 compatible. With respect to its own computer operating systems, the Company has upgraded its principal operating computer software to the most recent available revisions sold by its software suppliers, which the suppliers have represented to be year 2000 compliant. It is possible that certain computer systems or software products of the Company's customers or suppliers may experience year 2000 problems and that such problems could adversely affect the Company. Should the Company's suppliers fail to achieve year 2000 compliance, the supply of product to the Company may be interrupted resulting in possible lost revenue to the Company due to its inability to supply finished product to its customers. If such interruptions were prolonged, it could have a material adverse effect on the Company. To date, the Company has not encountered any significant effects of the Year 2000 problem either internally or with third parties. This does not guarantee that problems will not occur in the future or have not yet been detected. "Safe" Harbor Statement under the Private Securities Litigation Reform Act of - ----------------------------------------------------------------------------- 1995 - ---- Statements in this Report on Form 10-Q and other statements made by the Company or its representatives that are not strictly historical facts including, without limitation, statements included herein under the captions "Results of Operations", "Liquidity and Financial Condition", "Certain Related Party Transactions" and "Year 2000" are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 that should be considered as subject to the many risks and uncertainties that exist in the Company's operations and business environment. The forward-looking statements are based on current expectations and involve a number of known and unknown risks and uncertainties that could cause the actual results, performance and/or achievements of the Company to differ materially from any future results, performance or achievements, express or implied, by the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, and that in light of the significant uncertainties inherent in forward-looking statements, the inclusion of such statements should not be regarded as a representation by the Company or any other person that the objectives or plans of the Company will be achieved. The Company also assumes no obligation to update its forward-looking statements or to advise of changes in the assumptions and factors on which they are based. -12- PART II ITEM 1 - LEGAL PROCEEDINGS - ------ ----------------- The Company has no material outstanding litigation. ITEM 2 - CHANGES IN SECURITIES - ------ --------------------- None ITEM 3 - DEFAULTS UPON SENIOR SECURITIES - ------ ------------------------------- None ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ------ --------------------------------------------------- The Company's annual meeting was held on April 20, 2000. The following directors were elected at the meeting: Peter F. Neumann Kazuyoshi Sudo The terms of the following directors continued after the meeting: Chu S. Chun Kenneth M. Darby Milton F. Gidge W. Gregory Robertson Arthur D. Roche The matters voted upon at the meeting and the results of each vote were as follows: Nominees for Directors: For Against Mr. Neumann 4,121,757 27,734 Mr. Sudo 4,126,107 23,384 Ratification of Auditors 4,058,599 40,796 ITEM 5 - OTHER INFORMATION - ------ ----------------- None ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K - ------ -------------------------------- No Form 8-K was required to be filed during the current quarter. -13- Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. May 15, 2000 -------------------------------- VICON INDUSTRIES, INC. - --------------------------- -------------------------------- Kenneth M. Darby John M. Badke Chairman and Vice President, Finance Chief Executive Officer Chief Financial Officer -14- Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. May 15, 2000 VICON INDUSTRIES, INC. ----------------------------- VICON INDUSTRIES, INC. Kenneth M. Darby John M. Badke - --------------------------- ----------------------------- Kenneth M. Darby John M. Badke Chairman and Vice President, Finance Chief Executive Officer Chief Financial Officer EX-27 2 VICON - MARCH 2000 FDS
5 3-MOS 6-MOS SEP-30-2000 SEP-30-2000 MAR-31-2000 MAR-31-2000 1,185,372 1,185,372 0 0 19,505,299 19,505,299 (949,824) (949,824) 23,122,691 23,122,691 42,863,538 42,863,538 18,394,796 18,394,796 (6,936,969) (6,936,969) 54,321,365 54,321,365 10,158,200 10,158,200 11,270,265 11,270,265 0 0 0 0 46,767 46,767 32,846,133 32,846,133 54,321,365 54,321,365 17,442,343 36,966,813 17,442,343 36,966,813 11,816,443 25,950,649 11,816,443 25,950,649 5,072,664 10,106,195 60,000 120,000 206,269 372,356 286,967 417,613 101,000 147,000 185,967 270,613 0 0 0 0 0 0 185,967 270,613 .04 .06 .04 .06
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