-----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, QhVCa6Xysp2dE9LN5vHGJtIHZf43nED6gTNZ90CxIJ5NRTavlPqRvadt54XbkAao Rq7cyB5Ex2StqErXBr4FGA== 0000310056-05-000008.txt : 20050517 0000310056-05-000008.hdr.sgml : 20050517 20050517132416 ACCESSION NUMBER: 0000310056-05-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050331 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050517 DATE AS OF CHANGE: 20050517 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: 05837976 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_033105.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): May 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 May 16, 2005, the Registrant issued a press release announcing its financial results for its quarter ended March 31, 2005. 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 May 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. Page 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: May 17, 2005 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 May 16, 2005. Page 2 EX-99 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 SECOND QUARTER RESULTS HAUPPAUGE, NY, May 16, 2005 - Vicon Industries, Inc. (Amex: VII), a leading designer and producer of digital video security and surveillance systems, today reported operating results for the second fiscal quarter ended March 31, 2005. The announcement was made by CEO Ken Darby. Net sales for the second fiscal quarter were $12.8 million, an increase of 5% compared with $12.2 million in the second quarter of the prior fiscal year. A net loss of $1,169,000 ($.26 per share) was incurred compared with a net loss of $901,000 ($.20 per share) in the prior year quarter. For the six months, net sales were $28.4 million, an increase of 7% compared with $26.6 million in the first six months of the prior fiscal year. A net loss of $1,909,000 ($.42 per share) was incurred compared with a net loss of $779,000 ($.17 per share) in the prior year six-month period. Commenting on the second quarter results, Mr. Darby said U.S. sales declined 11% to $6.2 million while foreign sales grew 26% to $6.6 million. The foreign revenue growth was all attributable to Videotronic, Germany, whose operating and intangible assets were acquired October 1, 2004. Shipments and new orders were well below plan as the Company experienced a slowdown worldwide in closing projects during the quarter, noted Mr. Darby. At quarter end, U.S. senior sales management was restructured under Tom Finstein, EVP, who assumed responsibility for business development, sales and marketing functions. In addition, Bret McGowan, VP Marketing, moved to the position of VP, U.S. Sales and Marketing, reporting to Mr. Finstein. Mr. Darby said operating results for the quarter were influenced by the following factors: 1. The Company incurred $249,000 of legal expenses ($395,000 for the six months) defending itself in a patent infringement suit. On April 11, 2005 the U.S. Patent Office, in ruling upon Vicon's petition to re-examine plaintiff's patent, issued an order granting re-examination of the patent. The Company continues to vigorously defend itself in this matter. 2. The Company's new German subsidiary, Videotronic Infosystems, incurred an operating loss of $87,000 in the quarter ($243,000 for the six months). The operating losses were expected in view of the transitional issues Videotronic would face emerging from bankruptcy. Since the acquisition on October 1, 2004, Videotronic has made good progress in re-building its customer base and Vicon's investment in Videotronic now totals $1.9 million. Also in the second quarter, the Company recorded an extraordinary gain of $211,000 relating to the recovery of Videotronic assets in excess of their purchase price. 3. In the second quarter, the Company recorded a $103,000 charge for employee severance payments. Page 1 4. A performance-based compensation charge of $90,000 was also taken in the quarter relating to the 1999 acquisition of our Israeli software development company, Vicon Systems, Ltd. The expense was part of the original acquisition cost and was earned only when certain products were developed by them and sold by Vicon. While the operating results for the period are disappointing, the Company's financial position remains strong. Other than mortgage debt of $2.6 million, the Company has no bank debt and had over $4 million in cash at quarter end. At a recent industry trade show in Las Vegas, the Company showcased ViconNet(r) 3.X, the next generation software application that powers a new Kollector(r) family of video servers/recorders and IP cameras. ViconNet(r) 3.X is scheduled for customer shipments later this year. "The significant digital video development investment the Company has made over the last several years positions us well for the future. Digital (IP) video applications are forecast to dominate the video surveillance market and we will be ready for it" 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 communication 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) Table of Operations Vicon Industries, Inc. Condensed Statements of Operations Three Months Ended March 31, Six Months Ended March 31, --------------------------- -------------------------- 2005 2004 2005 2004 ==== ==== ==== ==== Net sales $12,802,000 $12,235,000 $28,384,000 $26,573,000 Gross profit 4,708,000 4,525,000 10,576,000 10,371,000 Operating loss (1,301,000) (838,000) (1,974,000) (553,000) Loss before income taxes (1,338,000) (822,000) (2,065,000) (545,000) Income tax expense 42,000 79,000 55,000 234,000 Loss before extraordinary gain (1,380,000) (901,000) (2,120,000) (779,000) Extraordinary gain 211,000 - 211,000 - ------------ ------------ ------------ ------------ Net loss $(1,169,000) $ (901,000) $(1,909,000) $ (779,000) ============ ============ ============ ============ Page 2 Basic and diluted loss per share: - --------------------------------- Loss before extraordinary gain $(.30) $(.20) $(.46) $(.17) Extraordinary gain $ .04 - .04 - ------ ------ ------ ------ Net loss per share $(.26) $(.20) $(.42) $(.17) ====== ====== ====== ====== Shares used in computing basic and diluted loss per share 4,566,000 4,605,000 4,564,000 4,606,000 Page 3 -----END PRIVACY-ENHANCED MESSAGE-----