-----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, UrsX3vLsebhMyNQNhy6iqKuadXOgyF/VXOL8nQ9g7aT2IF/sYwAUKCCdiNxfDOJx v2vCp9WVvomxE4tb9/anSw== 0000310056-04-000018.txt : 20041209 0000310056-04-000018.hdr.sgml : 20041209 20041209113858 ACCESSION NUMBER: 0000310056-04-000018 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040930 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041209 DATE AS OF CHANGE: 20041209 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: 041192404 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 f8k_120704-pr.txt PRESS RELEASE 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): December 7, 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On December 7, 2004, the Registrant issued a press release announcing its financial results for its quarter and fiscal year ended September 30, 2004. A copy of the press release is attached hereto as Exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits The following exhibit is furnished as part of this report: 99.1 Registrant's Press Release dated December 7, 2004 The information in this Current Report on Form 8-K, including the exhibit, is furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (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, as amended, or the Exchange Act. 1 ================================================================================ 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: December 9, 2004 VICON INDUSTRIES, INC. (Registrant) By: /s/ John M. Badke ----------------- John M. Badke Senior Vice President, Finance and Chief Financial Officer ============================================================================== EXHIBIT INDEX - ------------- Exhibit Description - ------- ----------- 99.1 Registrant's press release dated December 7, 2004. 2 EX-99.1 2 f8k_ex99-1.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 REPORTS FOURTH QUARTER AND FISCAL YEAR 2004 RESULTS AND PURCHASE OF VIDEOTRONIC INFOSYSTEMS GMBH HAUPPAUGE, NY, December 7, 2004 - Vicon Industries, Inc. (ASE: "VII"), a leading designer and producer of digital video management systems, today reported operating results for the fourth fiscal quarter and year ended September 30, 2004. The announcement was made by CEO Ken Darby. For the fourth quarter, net sales were $13.4 million, compared with $13.8 million in the year ago period. A net loss of $1,487,000 ($.32 per share) was incurred, compared with a net loss of $98,000 ($.02 per share) for the same period last fiscal year. For the 2004 fiscal year, net sales were $53.5 million compared with $52.0 million for the prior fiscal year. A net loss of $2,691,000 ($.59 per share) was incurred compared with a net loss of $4,874,000 ($1.05 per share) for the prior fiscal year. The prior year loss includes the combined effects of a goodwill write-off resulting from the adoption of a new accounting principle and a valuation allowance charge against net deferred tax assets aggregating $3.5 million or $.75 per share. Mr. Darby said the current quarter results were impacted by lower than expected revenues, an increase of $178,000 in product development expense and additional inventory reserves of $638,000 for earlier generation product lines. For the fiscal year 2004, U.S. sales totaled $31.2 million, up slightly from $30.9 million, while foreign sales rose to $22.3 million versus $21.1 million in fiscal 2003. Darby said delays in the introduction of new digital products hurt sales growth worldwide. Darby also announced that Vicon recently acquired through an asset purchase Videotronic Infosystems GmbH based in Neumunster, Germany. The purchase price was approximately $1 million. Darby said Videotronic would become part of Vicon's European unit, which has long sought a meaningful presence within the sizeable German video security market. A well regarded video supplier for 30 years, Videotronic had been operating under bankruptcy protection since June 2004. Additionally, Vicon has infused approximately $500,000 of new capital into Videotronic and over time will integrate the Vicon line of products to expand their range of product offerings. Steffen Koenig, Videotronic's General Manager and an 18-year veteran of the Company said "we are delighted to become part of a world renowned video systems designer such as Vicon. With Vicon's support and access to their extensive product range, Videotronic can once again be a dominant force in the markets we serve". 1 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. Condensed Statement of Operations Three Months Ended September 30, Year Ended September 30, -------------------------------- ------------------------ 2004 2003 2004 2003 ---- ---- ---- ---- Net sales $13,387,000 $13,803,000 $53,533,000 $51,954,000 Gross profit 4,335,000 5,293,000 19,711,000 19,091,000 Operating loss (1,314,000) (167,000) (2,226,000) (1,677,000) Loss before income taxes (1,299,000) (174,000) (2,210,000) (1,738,000) Income tax expense (benefit) - Note 1 188,000 (76,000) 481,000 1,763,000 Loss before cumulative effect of a change in accounting principle (1,487,000) (98,000) (2,691,000) (3,501,000) Cumulative effect of a change in accounting principle - Note 2 - - - (1,373,000) --------- ---------- ---------- ----------- Net loss $(1,487,000) $ (98,000) $(2,691,000) $(4,874,000) ========= ========= ========= ========= Basic and diluted loss per share: - --------------------------------- Loss before cumulative effect of a change in accounting principle $ (.32) $ (.02) $ (.59) $ (.75) Cumulative effect of a change in accounting principle $ - $ - $ - $ (.30) ------ ------ ------ ------ Loss per share $ (.32) $ (.02) $ (.59) $(1.05) ====== ====== ====== ====== Shares used in computing basic and diluted loss per share 4,575,000 4,613,000 4,598,000 4,631,000 Note 1 - Year ended figure for 2003 includes a $2.1 million valuation allowance charge against net deferred tax assets. Note 2 - Represents goodwill write-off as a result of adopting a new accounting principle. 2 -----END PRIVACY-ENHANCED MESSAGE-----