-----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, TEMkEH3++Z/6svG88lGYu5Jf6tKJ5ByJOem257WDNqDSyoYa1IIhWeWaigm10ZEy LVvB4mF1zss54yEsiCASRw== 0000310056-05-000011.txt : 20051213 0000310056-05-000011.hdr.sgml : 20051213 20051213135150 ACCESSION NUMBER: 0000310056-05-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050930 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051213 DATE AS OF CHANGE: 20051213 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: 051260508 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 f8kpr_121205.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): December 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 December 12, 2005, the Registrant issued a press release announcing its financial results for its quarter and fiscal year ended September 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 December 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: December 13, 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 December 12, 2005. EX-99 2 f8k-ex99_1for093005.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 2005 RESULTS HAUPPAUGE, NY, December 12, 2005 - Vicon Industries, Inc. (Amex: VII), a leading designer and producer of video security and surveillance systems, today reported operating results for the fourth quarter and year ended September 30, 2005. The announcement was made by Chairman and CEO Ken Darby. For the fourth quarter, net sales were $13.7 million, compared with $13.4 million in the year ago period. A net loss of $427,000 ($.09 per share) was incurred, compared with a net loss of $1,487,000 ($.32 per share) for the same period last fiscal year. For the 2005 fiscal year, net sales were $56.1 million, compared with $53.5 million for the prior fiscal year. A net loss of $2,885,000 ($.63 per share) was incurred compared with a net loss of $2,691,000 ($.59 per share) for the prior fiscal year. Commenting on the fourth quarter results, Mr. Darby said sales results were mixed as U.S. revenues declined 7% to $7.5 million while foreign sales grew 15% to $6.2 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 8%. New sales orders in the fourth quarter totaled $14.6 million compared with $11.9 million in the year ago period. On a comparative basis, quarterly operating expenses decreased $695,000 as a result of cost reduction efforts. However, such decrease was offset by $541,000 of operating expenses at Videotronic. Operating expenses in the quarter included $82,000 of legal costs associated with an ongoing patent infringement suit. "Continued weak revenues in the U.S. and our principal European markets hurt the Company's operating performance in the quarter. In those markets sales were down $1.1 million compared with the prior year's fourth quarter" said Darby. For fiscal year 2005, U.S. sales totaled $29.1 million, down 7% from $31.2 million, while foreign sales rose 21% to $27.0 million versus $22.3 million in fiscal 2004. Videotronic accounted for all the foreign sales growth with revenues of $6.2 million in fiscal year 2005. Darby said fiscal 2005 was highlighted by the introduction of Vicon's first digital (IP) cameras, the establishment of a Vicon presence in Germany through its Videotronic subsidiary and being named the exclusive National Direct Vendor for CCTV Systems to the U. S. Postal Service. Page 1 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 September 30, Year Ended September 30, ------------------------------ ------------------------- 2005 2004 2005 2004 ---- ---- ---- ---- Net sales $13,681,000 $13,387,000 $56,056,000 $53,533,000 Gross profit 5,101,000 4,335,000 20,996,000 19,711,000 Operating loss (395,000) (1,314,000) (2,931,000) (2,226,000) Loss before income taxes (410,000) (1,299,000) (3,069,000) (2,210,000) Income tax expense 17,000 188,000 27,000 481,000 Loss before extraordinary gain (427,000) (1,487,000) (3,096,000) (2,691,000) Extraordinary gain - - 211,000 - ------------ ------------ ------------ ------------ Net loss $ (427,000) $(1,487,000) $(2,885,000) $(2,691,000) ============ ============ ============ ============ Basic and diluted loss per share: - --------------------------------- Loss before extraordinary gain $ (.09) $ (.32) $ (.68) $ (.59) Extraordinary gain $ - - .05 - ------ ------ ------ ------ Net loss per share $ (.09) $ (.32) $ (.63) $ (.59) ====== ====== ====== ====== Shares used in computing basic and diluted loss per share 4,570,000 4,575,000 4,567,000 4,598,000 Page 2 -----END PRIVACY-ENHANCED MESSAGE-----