-----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, F6J7eydq5ySTSPWMCbHUJ+CQuKTZe2AwtelM7d/cRp4kZd3UyBg8S9TdOrd3TXQx 6QMVHifKcRcIvtxglRhIeA== 0000310056-05-000009.txt : 20050815 0000310056-05-000009.hdr.sgml : 20050815 20050815112527 ACCESSION NUMBER: 0000310056-05-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050630 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050815 DATE AS OF CHANGE: 20050815 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: 051024237 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-pr_081205.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): August 12, 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 August 12, 2005, the Registrant issued a press release announcing its financial results for its quarter ended June 30, 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 August 12, 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. 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 15, 2005 VICON INDUSTRIES, INC. (Registrant) By: /s/ John M. Badke ----------------- John M. Badke Senior Vice President, Finance and Chief Financial Officer 3 ============================================================================== EXHIBIT INDEX - ------------- Exhibit Description - ------- ----------- 99.1 Registrant's press release dated August 12, 2005. EX-99 2 f8kx99-1_063005.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 THIRD QUARTER RESULTS HAUPPAUGE, NY, August 12, 2005 - Vicon Industries, Inc. (Amex: VII), a leading designer and producer of digital video security and surveillance systems, today reported operating results for the third fiscal quarter ended June 30, 2005. The announcement was made by Chairman and CEO Ken Darby. Net sales for the third fiscal quarter were $14.0 million, compared with $13.6 million for the previous fiscal year period. A net loss was incurred of $548,000 ($.12 per share), compared with a net loss of $425,000 ($.09 per share) for the same period last fiscal year. For the nine months, net sales were $42.4 million, compared with $40.1 million for the first nine months of the prior fiscal year. A net loss of $2.5 million ($.54 per share) was incurred compared with a net loss of $1.2 million ($.26 per share) for the year ago period. Commenting on the third quarter results, Mr. Darby said sales results were mixed as U.S. revenues declined 7% to $7.5 million while foreign sales grew 18% to $6.5 million. All of the foreign sales growth, however, was attributable to Videotronic Infosystems GmbH, an entity whose operating and intangible assets were acquired on October 1, 2004. Excluding Videotronic, overall sales for the three months were down 11%. New sales orders in the third quarter totaled $14.2 million compared with $13.7 million for the year ago period. Quarterly operating expenses increased $517,000 principally as a result of higher foreign sales office expenses. Operating expenses included $184,000 of legal costs associated with ongoing patent litigation, Mr. Darby noted. "While third quarter results were below plan they represented a significant improvement over the previous quarter. We continue to focus on lowering operating costs without materially affecting our strategic product development and marketing initiatives" said Mr. 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 June 30, Nine Months Ended June 30, --------------------------- -------------------------- 2005 2004 2005 2004 ==== ==== ==== ==== Net sales $13,990,000 $13,573,000 $42,375,000 $40,145,000 Gross profit 5,319,000 5,004,000 15,895,000 15,376,000 Operating loss (561,000) (359,000) (2,535,000) (912,000) Loss before income taxes (594,000) (366,000) (2,659,000) (911,000) Income tax expense (benefit) (45,000) 59,000 9,000 293,000 Loss before extraordinary gain (548,000) (425,000) (2,668,000) (1,204,000) Extraordinary gain - - 211,000 - ----------- ----------- ----------- ----------- Net loss $ (548,000) $ (425,000) $(2,457,000) $(1,204,000) =========== =========== =========== =========== Basic and diluted loss per share: - --------------------------------- Loss before extraordinary gain $(.12) $(.09) $(.58) $(.26) Extraordinary gain - - .04 - ----- ----- ----- ----- Net loss per share $(.12) $(.09) $(.54) $(.26) ===== ===== ===== ===== Shares used in computing basic and diluted loss per share 4,570,000 4,606,000 4,566,000 4,606,000 -----END PRIVACY-ENHANCED MESSAGE-----