-----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, IjMQOFc6Fc5+rqsIcr7gUIIf6kyYHAyfPOHvaOH/obfDH74Y5nm+NGtE5CUy9Hv0 /xKT50D5LrU8xrUgZZtxxg== 0000310056-05-000004.txt : 20050218 0000310056-05-000004.hdr.sgml : 20050218 20050218105724 ACCESSION NUMBER: 0000310056-05-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041231 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050218 DATE AS OF CHANGE: 20050218 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: 05626145 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_021605.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): February 16, 2005 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 February 16, 2005, the Registrant issued a press release announcing its financial results for its quarter ended December 31, 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 February 16, 2005 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: February 18, 2005 VICON INDUSTRIES, INC. (Registrant) By: /s/ John M. Badke ----------------- John M. Badke Senior Vice President, Finance and Chief Financial Officer 2 ============================================================================== EXHIBIT INDEX - ------------- Exhibit Description - ------- ----------- 99.1 Registrant's press release dated February 16, 2005. EX-99 2 f8k_ex99-1.txt FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION: Vicon Industries: Joan Wolf 631/952-2288 Bliss, Gouverneur & Associates: John Bliss 212/840-1661 VICON REPORTS FIRST QUARTER RESULTS HAUPPAUGE, NY, February 16, 2005 - Vicon Industries, Inc. (ASE: "VII"), a leading designer and producer of digital video management systems, today reported operating results for the first fiscal quarter ended December 31, 2004. The announcement was made by CEO Ken Darby. Net sales for the first quarter were $15.6 million, an increase of 9% compared with $14.3 million in the previous fiscal year period. A net loss of $740,000 ($.16 per share) was incurred, compared with net income of $122,000 ($.03 per share diluted) in the prior year quarter. Commenting on the results, Mr. Darby said U.S. sales declined from $8.0 million to $7.8 million while foreign sales grew 24% to $7.8 million from $6.3 million. The foreign revenue growth was all attributable to Videotronic, Germany, whose operating and intangible assets were acquired on October 1, 2004. Gross profit margins declined to 37.7% from 40.8% principally as a result of lower margins on certain digital products. Darby said Vicon lowered selling prices on digital recorders in response to competition. Operating expenses increased $980,000 of which $606,000 were the incremental operating expenses of Videotronic during the quarter. The balance of the increase was due principally to higher digital product development costs associated with several new IP cameras and video servers. Darby said Vicon began shipments in early February of its first IP capable (digital format) camera, the Surveyor VFT dome camera. Darby said Vicon had anticipated that its new German subsidiary would incur a loss in the December quarter given the transitional issues Videotronic faced emerging from bankruptcy. Videotronic lost $156,000 in the December quarter. Darby also noted that Vicon's investment in Videotronic amounted to $1.7 million at December 31, 2004. Darby also said Vicon incurred $147,000 in legal fees in the December quarter to defend itself in a patent infringement suit and recently filed a petition with the U.S. Patent Office to have the patent re-examined. The re-exam request is consistent with our belief that the plaintiff's patent is invalid said Darby. 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 First Quarter Ended December 31, ------------------------------------ 2004 2003 ---- ---- Net sales $ 15,582,000 $ 14,338,000 Gross profit 5,868,000 5,847,000 Operating income (loss) (673,000) 286,000 Income (loss) before income taxes (727,000) 277,000 Income tax expense 13,000 155,000 ------------ ------------ Net income (loss) $ (740,000) $ 122,000 ============ ============ Basic and diluted earnings (loss) per share: $ (.16) $ .03 Shares used in computing earnings (loss) per share: Basic 4,562,000 4,606,000 Diluted 4,562,000 4,791,000 -----END PRIVACY-ENHANCED MESSAGE-----