-----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, NZWwwtfYFhMToM7+fkXygtv3vA1P+cY81ciM+T0ePBQLFe8n4osMOO5pIaRGu01C WBUXd5FfwecrSmfCFqSgJg== 0000310056-06-000008.txt : 20060516 0000310056-06-000008.hdr.sgml : 20060516 20060516145433 ACCESSION NUMBER: 0000310056-06-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060515 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060516 DATE AS OF CHANGE: 20060516 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: 06845450 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_051606.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 15, 2006 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On May 15, 2006, the Registrant issued a press release announcing its financial results for its quarter ended March 31, 2006. A copy of the press release is attached hereto as Exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits The following exhibit is furnished as part of this report: 99.1 Registrant's Press Release dated May 15, 2006 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: May 16, 2006 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 May 15, 2006. 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 15, 2006 - Vicon Industries, Inc. (Amex: VII), a leading designer and producer of video security and surveillance systems, today reported operating results for the second fiscal quarter ended March 31, 2006. The announcement was made by Chairman and CEO Ken Darby. Net sales for the second fiscal quarter were $12.2 million, a decrease of 5% compared with $12.8 million in the second quarter of the prior fiscal year. A net loss of $848,000 ($.19 per share), was incurred compared with a net loss of $1,169,000 ($.26 per share) in the prior year quarter. For the six months, net sales were $26.5 million, a decrease of 7% compared with $28.4 million in the first six months of the prior fiscal year. A net loss of $700,000 ($.15 per share) was incurred compared with a net loss of $1,909,000 ($.42 per share) in the prior year six-month period. Page 2 Vicon Results Commenting on the second quarter results, Mr. Darby said sales in all our principal markets were off from plan. The sales decline was the result of weak incoming orders beginning in the December 2005 quarter through and including January and February. Incoming orders improved significantly in March 2006, and second quarter order totals finished at $13.6 million compared with $13.3 million in the comparable quarter last fiscal year. Mr. Darby said much of the $13.6 million in new orders ($7.2 million U.S. and $6.4 million foreign) came in too late to be shipped during the quarter. U.S. sales for the quarter were $6.6 million versus $6.2 million in the prior year quarter, while foreign sales fell to $5.6 million from $6.6 million. Gross margins improved to 37.5% compared with 36.8% in the prior year quarter while operating expenses declined approximately $600,000 to $5.4 million. In spite of the lower expenses and improved gross margins, revenues were insufficient to produce profitable results said Mr. Darby. He also noted Vicon has yet to see any meaningful revenue from its August 2005 award of an exclusive supply contract with the U.S. Postal Service. At recent security trade shows in the U.S. and U.K., the Company showcased new ViconNet(R) software and Kollector(R) IP based hardware products. "While there is more development work to do, the Company is steadily assembling a comprehensive capability of IP based video systems to meet the forecast industry transition to principally IP video solutions" said Darby. Page 3 Vicon Results 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) Page 4 Table of Operations Vicon Industries, Inc. Condensed Statements of Operations (Unaudited) Three Months Ended March 31, Six Months Ended March 31, ---------------------------- -------------------------- 2006 2005 2006 2005 ==== ==== ==== ==== Net sales $ 12,223,000 $12,802,000 $26,482,000 $28,384,000 Gross profit 4,578,000 4,708,000 10,214,000 10,576,000 Operating loss (840,000) (1,301,000) (686,000) (1,974,000) Loss before income taxes (853,000) (1,338,000) (700,000) (2,065,000) Income tax expense (benefit) (5,000) 42,000 - 55,000 Loss before extraordinary gain (848,000) (1,380,000) (700,000) (2,120,000) Extraordinary gain - 211,000 - 211,000 ------------- ------------- ------------ ------------ Net loss $ (848,000) $(1,169,000) $ (700,000) $(1,909,000) ============= ============ ============ ============ Basic and diluted loss per share: - --------------------------------- Loss before extraordinary gain $ (.19) $ (.30) $ (.15) $(.46) Extraordinary gain $ - .04 - .04 ------------- ----------- ----------- ------------ Net loss per share $ (.19) $ (.26) $ (.15) $ (.42) ============= =========== =========== ============ Shares used in computing basic and diluted loss per share 4,572,000 4,566,000 4,571,000 4,564,000
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