-----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, SZaMNznzO+gjk5Ces4mqMwAvpOyNmv5sYaqicrl07XJn5L80NodRyK0jSws7RWmI QDwhtnc7WinlGc/yR9BShg== 0000310056-04-000015.txt : 20040816 0000310056-04-000015.hdr.sgml : 20040816 20040816140348 ACCESSION NUMBER: 0000310056-04-000015 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040630 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040816 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07939 FILM NUMBER: 04977698 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 8-K 1 f8-k_081604.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): August 13, 2004 VICON INDUSTRIES, INC. Exact name of registrant as specified in its charter New York 1-7939 11-2160665 State of Incorporation or Commission File Number IRS Employer Organization Identification No. 89 Arkay Drive, Hauppauge, New York 11788 Address of Principal Executive Offices (Zip Code) (631) 952-2288 Registrant's telephone number, including area code ================================================================================ INFORMATION TO BE INCLUDED IN REPORT Item 7. Financial Statement and Exhibits (c) Exhibits The following exhibit is furnished as part of this report: 99.1 Registrant's Press Release dated August 13, 2004 Item 9. Regulation FD Disclosure (Information provided under Item 12 - "Disclosure of Results of Operations and Financial Condition"). On August 13, 2004, the Registrant issued a press release announcing its financial results for its quarter ended June 30, 2004. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Current Report on Form 8-K, including the exhibit, is furnished under "Item 12. Results of Operations and Financial Condition" in accordance with SEC Release No. 33-8216. The information in this Current Report on Form 8-K, including the exhibit, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act. 2 =============================================================================== 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: August 16, 2004 VICON INDUSTRIES, INC. (Registrant) By: /s/ John M. Badke ----------------- John M. Badke Senior Vice President, Finance and Chief Financial Officer 3 ============================================================================== Exhibit Description - ------- ----------- 99.1 Registrant's press release dated August 13, 2004. EX-99 2 ex99-1_081604.txt EXHIBIT 99.1 FOR IMMEDIATE RELEASE - --------------------- FOR FURTHER INFORMATION: Vicon Industries: Joan Wolf 631/952-2288 Bliss, Gouverneur & Associates: John Bliss 212/840-1661 VICON INDUSTRIES REPORTS THIRD QUARTER RESULTS HAUPPAUGE, NY, August 13, 2004 - Vicon Industries, Inc. (Amex: VII), a leading designer and producer of video security and surveillance systems, today reported operating results for the third fiscal quarter and nine months ended June 30, 2004. The announcement was made by CEO Ken Darby. Net sales for the third fiscal quarter were $13.6 million, an increase of 4% compared with $13.1 million for the previous fiscal year period. A net loss was incurred of $425,000 ($.09 per share), compared with net income of $30,000 ($.01 per share) for the same period last fiscal year. For the nine months, net sales were $40.1 million, an increase of 5% from $38.2 million reported for the year-ago period. A net loss of $1.2 million ($.26 per share) was incurred compared with a net loss of $4.8 million ($1.03 per share) for the year ago period. The year ago nine-month period includes the combined effects of a goodwill impairment charge and a deferred tax asset valuation allowance aggregating $3.5 million or $.75 per share. Commenting on the third quarter, Mr. Darby said sales in foreign markets grew 19% to $5.5 million while U.S. revenues declined 4% to $8.1 million. For the nine months, foreign sales totaled $16.9 million, an 11% increase, while U.S. sales were $23.2 million, up 1%. Gross profit margins in the quarter declined to 36.9% compared with 40.3%. The margin decline was caused in part by a $316,000 inventory charge related to a product line phase out. Quarterly operating expenses increased $190,000 or 4% principally as a result of higher foreign sales office expenses. Mr. Darby said new orders in the third quarter totaled $13.7 million compared with $15.3 million in the year ago period. During the quarter, Vicon was presented with the Frost & Sullivan Technology Leadership Award in the field of video surveillance. According to a security industry analyst at Frost & Sullivan, Vicon received the award for "being at the forefront of the digital video evolution through the development of ViconNet(tm), a software platform capable of supporting multiple levels of digital video recorders as well as future Vicon IP video products...to create a comprehensive digital video management system". Frost & Sullivan is a global leader in growth consulting and industry research. Darby said it was rewarding to receive third party recognition of Vicon's substantial development efforts with digital video. For the June quarter, Vicon recorded sales of $3.3 million of ViconNet(tm) based products. Vicon Industries, Inc. designs, manufactures, assembles and markets a wide range of video systems and system components used for security, surveillance, safety and control purposes by a broad group of end users worldwide. This news release contains forward-looking statements that involve risks and uncertainties. Statements that are not historical facts, including statements about the adequacy of reserves, estimated costs, Company intentions, probabilities, beliefs, prospects and strategies and its expectations about expansion into new markets, growth in existing markets, enhanced operating margins or growth in its business, are forward-looking statements that involve risks and uncertainties. Actual results and events may differ significantly from those discussed in the forward-looking statements and the Company undertakes no obligation to publicly update or revise any forward-looking statements. (Table of Operations Attached) Vicon Industries, Inc. Summary of Operations Three Months Ended June 30, Nine Months Ended June 30, --------------------------- -------------------------- 2004 2003 2004 2003 ----------- ----------- ------------ ----------- Net sales $13,573,000 $13,051,000 $40,145,000 $38,151,000 Gross profit 5,004,000 5,257,000 15,376,000 13,798,000 Operating income (loss) (359,000) 83,000 (912,000) (1,510,000) Income (loss) before income taxes (366,000) 59,000 (911,000) (1,564,000) Income tax expense-Note 1 59,000 29,000 293,000 1,839,000 Income (loss) before cumulative effect of a change in accounting principle (425,000) 30,000 (1,204,000) (3,403,000) Cumulative effect of a change in accounting principle-Note 2 - - - (1,373,000) ----------- ----------- ----------- ----------- Net income (loss) $ (425,000) $ 30,000 $(1,204,000) $(4,776,000) =========== =========== =========== =========== Basic and diluted earnings (loss) per share: - -------------------------------------------- Earnings (loss) before cumulative effect of a change in accounting principle $ (.09) $ .01 $ (.26) $ (.73) Cumulative effect of a change in accounting principle $ - $ - $ - $ (.30) ----------- ----------- --------- ----------- Earnings (loss) per share $ (.09) $ .01 $ (.26) $ (1.03) =========== =========== ========= =========== Shares used in computing earnings (loss) per share: Basic 4,606,000 4,627,000 4,606,000 4,637,000 Diluted 4,606,000 4,666,000 4,606,000 4,637,000 Note 1: 2003 figures include a $2.1 million deferred tax asset valuation allowance charge. Note 2: Represents goodwill write-off as a result of adopting a new accounting standard. -----END PRIVACY-ENHANCED MESSAGE-----