-----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, KtrTqpRSopRFeduw78jMVtz4BDGIi9rnoCMEC1ylI69eCpB6T79RGJRqO+85VEs8 QtWMQCDpoqEKFMX7hPs3wg== 0000310056-06-000009.txt : 20060811 0000310056-06-000009.hdr.sgml : 20060811 20060811142307 ACCESSION NUMBER: 0000310056-06-000009 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060630 FILED AS OF DATE: 20060811 DATE AS OF CHANGE: 20060811 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: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-07939 FILM NUMBER: 061024352 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 10-Q 1 f10q_063006.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended June 30, 2006 Commission File No. 1-7939 ------------------------------- -------- Vicon Industries, Inc. ---------------------- New York State 11-2160665 -------------- ---------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) identification No.) 89 Arkay Drive, Hauppauge, New York 11788 - ----------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (631) 952-2288 ------------------------- (Former name, address, and fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------- ------------- Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (Check one): Large accelerated filer Accelerated filer ___ Non-accelerated filer X --- ------ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X ------- ------------- At June 30, 2006, the registrant had outstanding 4,573,084 shares of Common Stock, $.01 par value. PART I - FINANCIAL INFORMATION - ------------------------------ ITEM 1. FINANCIAL STATEMENTS - ---------------------------- VICON INDUSTRIES, INC. AND SUBSIDIARIES --------------------------------------- CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ----------------------------------------------- (UNAUDITED) Three Months Ended ------------------ 6/30/06 6/30/05 ------- ------- Net sales $14,674,683 $13,990,499 Cost of sales 8,760,459 8,671,516 ----------- ----------- Gross profit 5,914,224 5,318,983 Operating expenses: Selling, general and administrative expense 4,705,977 4,864,210 Engineering & development expense 1,154,364 1,016,147 ----------- ----------- 5,860,341 5,880,357 Operating income (loss) 53,883 (561,374) Interest expense 40,833 46,316 Interest and other income (23,820) (14,184) ----------- ----------- Income (loss) before income taxes 36,870 (593,506) Income tax benefit - (45,472) ----------- ----------- Net income (loss) $ 36,870 $ (548,034) =========== =========== Basic and diluted earnings (loss) per share $ .01 $ (.12) =========== =========== Shares used in computing earnings (loss) per share: Basic 4,573,084 4,569,584 Diluted 4,667,823 4,569,584 See Accompanying Notes to Condensed Consolidated Financial Statements. -2- VICON INDUSTRIES, INC. AND SUBSIDIARIES --------------------------------------- CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS ----------------------------------------------- (UNAUDITED) Nine Months Ended ----------------- 6/30/06 6/30/05 ------- ------- Net sales $41,156,338 $42,374,700 Cost of sales 25,028,433 26,479,697 ----------- ----------- Gross profit 16,127,905 15,895,003 Operating expenses: Selling, general and administrative expense 13,444,825 14,716,661 Engineering & development expense 3,315,533 3,713,823 ----------- ----------- 16,760,358 18,430,484 Operating loss (632,453) (2,535,481) Interest expense 124,592 135,280 Interest and other income (93,557) (56,869) Loss on sale of marketable securities - 44,936 ----------- ----------- Loss before income taxes (663,488) (2,658,828) Income tax expense - 9,528 ----------- ------------ Loss before extraordinary gain (663,488) (2,668,356) Extraordinary gain - 210,968 ----------- ----------- Net loss $ (663,488) $(2,457,388) =========== =========== Basic and diluted loss per share: Loss before extraordinary gain $ (.15) $ (.58) Extraordinary gain - .04 ----------- ----------- Net loss $ (.15) $ (.54) =========== =========== Shares used in computing basic and diluted loss per share 4,571,507 4,565,622 See Accompanying Notes to Condensed Consolidated Financial Statements. -3- VICON INDUSTRIES, INC. AND SUBSIDIARIES --------------------------------------- CONDENSED CONSOLIDATED BALANCE SHEETS ------------------------------------- ASSETS 6/30/06 9/30/05 - ------ ------- ------- (Unaudited) CURRENT ASSETS - -------------- Cash and cash equivalents $ 4,640,783 $ 5,818,178 Marketable securities 123,018 121,830 Accounts receivable, net 10,912,882 10,125,967 Inventories: Parts, components, and materials 2,535,405 2,277,415 Work-in-process 2,179,396 2,782,761 Finished products 6,703,825 5,406,593 ----------- ----------- 11,418,626 10,466,769 Prepaid expenses and other current assets 538,695 419,942 ----------- ----------- TOTAL CURRENT ASSETS 27,634,004 26,952,686 Property, plant and equipment 13,454,270 12,890,801 Less accumulated depreciation and amortization (7,058,115) (6,274,975) ------------ ----------- 6,396,155 6,615,826 Other assets 585,413 623,393 ----------- ----------- TOTAL ASSETS $34,615,572 $34,191,905 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------------ CURRENT LIABILITIES - ------------------- Current maturities of long-term debt $ 348,976 $ 409,343 Accounts payable 3,178,744 2,462,671 Accrued compensation and employee benefits 2,346,974 2,353,849 Accrued expenses 1,574,035 1,403,734 Unearned revenue 660,044 566,065 Income taxes payable 8,703 44,306 ----------- ----------- TOTAL CURRENT LIABILITIES 8,117,476 7,239,968 Long-term debt 1,809,177 2,061,825 Unearned revenue 492,129 582,679 Other long-term liabilities 419,700 328,953 SHAREHOLDERS' EQUITY - -------------------- Common stock, par value $.01 48,609 48,574 Additional paid in capital 22,515,922 22,459,478 Retained earnings 1,617,557 2,281,045 ----------- ----------- 24,182,088 24,789,097 Less treasury stock, at cost (1,299,999) (1,299,999) Accumulated other comprehensive income 895,001 557,045 Deferred compensation - (67,663) ----------- ----------- TOTAL SHAREHOLDERS' EQUITY 23,777,090 23,978,480 ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $34,615,572 $34,191,905 =========== =========== See Accompanying Notes to Condensed Consolidated Financial Statements. -4- VICON INDUSTRIES, INC. AND SUBSIDIARIES --------------------------------------- CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ----------------------------------------------- (UNAUDITED) Nine Months Ended ----------------- 6/30/06 6/30/05 ------- ------- Cash flows from operating activities: Net loss $ (663,488) $(2,457,388) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 717,768 833,710 Amortization of deferred compensation 7,558 57,295 Stock compensation expense 108,882 (67,718) Extraordinary gain on acquisition - (210,968) Loss on sale of marketable securities - 44,936 Change in assets and liabilities: Accounts receivable, net (593,748) (239,989) Inventories (820,013) 2,014,547 Recoverable income taxes - 239,402 Prepaid expenses and other current assets (104,676) (57,577) Other assets 41,123 4,687 Accounts payable 672,295 (918,400) Accrued compensation and employee benefits (20,449) 249,082 Accrued expenses 162,206 (102,524) Unearned revenue 3,429 (66,744) Income taxes payable (35,404) (339,767) Other liabilities 68,837 (379,871) ------------ ----------- Net cash used in operating activities (455,680) (1,397,287) Cash flows from investing activities: Capital expenditures (436,377) (543,950) Acquisition, net of cash acquired - (868,000) Net decrease (increase) in marketable securities (3,174) 2,064,099 ------------ ----------- Net cash provided by (used in) investing activities (439,551) 652,149 Cash flows from financing activities: Repayments of long-term debt (316,723) (258,829) Proceeds from exercise of stock options 7,700 22,180 Repurchases of common stock - (21,115) ------------ ----------- Net cash used in financing activities (309,023) (257,764) ------------ ----------- Effect of exchange rate changes on cash 26,859 (27,190) ------------ ----------- Net decrease in cash (1,177,395) (1,030,092) Cash at beginning of year 5,818,178 6,063,198 ------------ ------------ Cash at end of period $ 4,640,783 $ 5,033,106 ============ =========== See Accompanying Notes to Condensed Consolidated Financial Statements. -5- VICON INDUSTRIES, INC. AND SUBSIDIARIES --------------------------------------- NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) ---------------------------------------------------------------- June 30, 2006 ------------- Note 1: Basis of Presentation - ----------------------------- The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended June 30, 2006 are not necessarily indicative of the results that may be expected for the fiscal year ended September 30, 2006. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's annual report on Form 10-K for the fiscal year ended September 30, 2005. Certain prior year amounts have been reclassified to conform to the current period presentation. Note 2: Marketable Securities - ----------------------------- Marketable securities consist of mutual fund investments in U.S. government debt securities. Such securities are stated at market value and are classified as available-for-sale under Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 115, with unrealized gains and losses reported in other comprehensive income as a component of shareholders' equity. The cost of such securities at June 30, 2006 was $127,055, with $4,037 of cumulative unrealized losses reported at June 30, 2006. Note 3: Accounts Receivable - --------------------------- Accounts receivable is stated net of an allowance for uncollectible accounts of $1,372,000 and $1,297,000 as of June 30, 2006 and September 30, 2005, respectively. Note 4: Earnings per Share - -------------------------- Basic earnings (loss) per share (EPS) is computed based on the weighted average number of common shares outstanding for the period. Diluted EPS reflects the maximum dilution that would have resulted from the exercise of stock options and incremental common shares issuable under deferred compensation agreements. The following table provides the components of the basic and diluted EPS computations for the three and nine month periods ended June 30, 2006 and 2005: Three Months Nine Months Ended June 30, Ended June 30, --------------------- --------------------- 2006 2005 2006 2005 ---- ---- ---- ---- Basic EPS Computation - --------------------- Net income (loss)........... $ 36,870 $ (548,034) $ (663,488) $(2,457,388) Weighted average shares outstanding......... 4,573,084 4,569,584 4,571,507 4,565,622 Basic earnings (loss) per share.................. $ .01 $ (.12) $ (.15) $ (.54) =========== ========== ============ ============ -6- Three Months Nine Months Ended June 30, Ended June 30, -------------- -------------- 2006 2005 2006 2005 ---- ---- ---- ---- Diluted EPS Computation - ----------------------- Net income (loss)........... $ 36,870 $ (548,034) $ (663,488) $(2,457,388) Weighted average shares outstanding....... 4,573,084 4,569,584 4,571,507 4,565,622 Stock compensation arrangement.............. 76,795 - - - Stock options............. 17,944 - - - ---------- ---------- ---------- ---------- Diluted shares outstanding.. 4,667,823 4,569,584 4,571,507 4,565,622 Diluted earnings (loss) per share.................. $ .01 $ (.12) $ (.15) $ (.54) =========== ========== ============ ============ For the three months ended June 30, 2005, 100,631 shares have been omitted from the calculation of diluted EPS as their effect would have been antidilutive. For the nine months ended June 30, 2006 and 2005, 100,193 and 167,876 shares, respectively, have been omitted from the calculation of diluted EPS as their effect would have been antidilutive. Note 5: Comprehensive Income (Loss) - ----------------------------------- The Company's total comprehensive income (loss) for the three month and nine month periods ended June 30, 2006 and 2005 was as follows: Three Months Nine Months Ended June 30, Ended June 30, ----------------------- -------------------- 2006 2005 2006 2005 ---- ---- ---- ---- Net income (loss) $ 36,870 $ (548,034) $ (663,488) $(2,457,388) Other comprehensive income (loss), net of tax: Decrease (increase) in unrealized loss on securities (610) 445 (1,986) 47,367 Unrealized gain (loss) on derivatives (19,534) (17,044) (21,910) 22,431 Foreign currency translation adjustment 408,101 (460,246) 361,852 (156,746) ----------- ----------- ------------ ------------ Comprehensive income (loss)$ 424,827 $(1,024,879) $ (325,532) $(2,544,336) =========== ============ ============ ============ The accumulated other comprehensive income balances at June 30, 2006 and September 30, 2005 consisted of the following: June 30, September 30, 2006 2005 ------------ -------------- Foreign currency translation adjustment $ 934,698 $ 572,846 Unrealized loss on derivatives (35,660) (13,750) Unrealized loss on securities (4,037) (2,051) ----------- --------- Accumulated other comprehensive income $ 895,001 $ 557,045 =========== ========== Note 6: Derivative Instruments - ------------------------------ At June 30, 2006, the Company had interest rate swaps and forward exchange contracts outstanding with notional amounts aggregating $1.5 million and $500,000, respectively, whose aggregate fair value was a liability of approximately $36,000. The change in the amount of the liability for these instruments is shown as a component of accumulated other comprehensive income. -7- Note 7: Stock-Based Compensation - -------------------------------- The Company maintains stock option plans that include both incentive and non-qualified options reserved for issuance to key employees, including officers and directors. All options are issued at fair market value at the grant date and are exercisable in varying installments according to the plans. The plans allow for the payment of option exercises through the surrender of previously owned mature shares based on the fair market value of such shares at the date of surrender. Prior to October 1, 2005, the Company followed Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" ("APB No. 25") and related interpretations in accounting for its employee stock-based compensation. Under APB No. 25, compensation expense was recorded if, on the date of grant, the market price of the underlying stock exceeded its exercise price. As permitted by Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based Compensation" ("SFAS No. 123") and SFAS No. 148 "Accounting for Stock-Based Compensation - Transition and Disclosure - An Amendment of FASB Statement No. 123" ("SFAS No. 148"), the Company had retained the accounting prescribed by APB No. 25 and presented the disclosure information prescribed by SFAS No. 123 and SFAS No. 148. Had compensation expense for stock option grants issued been determined under the fair value method of SFAS No. 123, the Company's net loss and loss per share (EPS) for the three-month and nine-month periods ended June 30, 2005 would have been: Three Months Ended Nine Months Ended June 30, 2005 June 30, 2005 ------------- ------------- Reported net loss $ (548,034) $(2,457,388) Stock-based compensation cost (50,381) (147,504) ----------- ----------- Pro forma net loss $ (598,415) $(2,604,892) =========== =========== Reported basic and diluted EPS $ (.12) $ (.54) Pro forma basic and diluted EPS $ (.13) $ (.57) Effective October 1, 2005, the Company adopted SFAS No. 123(R), "Share-Based Payment", which requires that all share based payments to employees, including stock options, be recognized as compensation expense in the consolidated financial statements based on their fair values and over the requisite service period. For the three-month and nine-month periods ended June 30, 2006, the Company recorded non-cash compensation expense of $43,522 and $108,882, respectively, ($.01 and $.02 per basic and diluted share, respectively) relating to stock options. The Company elected to utilize the modified-prospective application method, whereby compensation expense is recorded for all awards granted after October 1, 2005 and for the unvested portion of awards granted prior to this date. Accordingly, prior period amounts have not been restated. The adoption of SFAS No. 123(R) resulted in an immaterial cumulative change in accounting as of the date of adoption. The fair value for options was determined using a Black-Scholes valuation model and the straight-line attribution approach using the following weighted average assumptions for the nine-months ended June 30, 2006: Risk-free interest rate 4.44% Dividend yield 0.00% Volatility factor 75.91% Weighted average expected life 5 years -8- The risk-free interest rate used in the Black-Scholes valuation method is based on the implied yield currently available in U.S. Treasury securities at maturity with an equivalent term. The Company has not recently declared or paid any dividends and does not currently expect to do so in the future. Expected volatility is based on the annualized daily historical volatility of the Company's stock over a representative period. The weighted-average expected life represents the period over which stock-based awards are expected to be outstanding and was determined based on a number of factors, including historical weighted average and projected holding periods for the remaining unexercised shares, the contractual terms of the Company's stock-based awards, vesting schedules and expectations of future employee behavior. A summary of stock option activity for the nine-months ended June 30, 2006 is presented below: Weighted Average Weighted Remaining Number Average Contractual Aggregate of Exercise Term Intrinsic Options Price (in years) Value ------- ----- ---------- ----- Balance at October 1, 2005 582,741 $3.35 Granted 39,975 $3.17 Exercised (3,500) $2.20 Forfeited or expired (73,933) $3.79 ------- ----- Balance at June 30, 2006 545,283 $3.28 2.9 $ 18,500 ======= ===== === ======== Exercisable at June 30, 2006 292,328 $3.24 2.1 $ 18,500 ======= ===== === ======== The weighted-average grant date fair value of options granted for the nine months ended June 30, 2006 was $2.05. The total intrinsic value of options exercised during the nine months ended June 30, 2006 was $3,150. A summary of the status of the Company's nonvested shares as of June 30, 2006 is as follows: Weighted-Average Grant-Date Nonvested Shares Shares Fair Value - ---------------- ------ ---------- Nonvested at October 1, 2005 294,253 $1.79 Granted 39,975 $2.05 Vested (47,773) $1.53 Forfeited (33,500) $2.40 ------- ----- Nonvested at June 30, 2006 252,955 $1.79 As of June 30, 2006, there was $249,208 of total unrecognized compensation cost, net of estimated forfeitures, related to nonvested share-based compensation arrangements, which is expected to be recognized over a weighted-average period of 1.2 years. The total fair value of shares vested during the nine months ended June 30, 2006 was $73,039. -9- Note 8: Litigation - ------------------ The Company is one of several defendants in a patent infringement suit commenced by Lectrolarm Custom Systems, Inc. in May 2003 in the United States District Court for the Western District of Tennessee. The alleged infringement by the Company relates to its camera dome systems and other products that represent significant sales to the Company. Among other things, the suit seeks past and enhanced damages, injunctive relief and attorney's fees. In January 2006, the Company received the plaintiff's claim for past damages through December 31, 2005 that approximated $11.7 million. The Company and its outside patent counsel believe that the complaint against the Company is without merit. The Company is vigorously defending itself and is a party to a joint defense with certain other named defendants. The Company is unable to reasonably estimate a range of possible loss, if any, at this time. Although the Company believes that it has meritorious defenses to such claims, there is a possibility that an unfavorable outcome could ultimately occur that could result in a liability that is material to the Company's results of operations and financial position. The Company has held discussions with the plaintiff in the interest of settling the case. However, there can be no assurance that any settlement can be reached. In connection with this suit, the Company filed a request with the U.S. Patent and Trademark Office (USPTO) for reexamination of the plaintiff's patent. In April 2006, the USPTO issued a non-final office action rejecting all of the plaintiff's patent claims asserted against the Company. The plaintiff has multiple appeals available to it in the USPTO and, thereafter, in the Court of Appeals for the Federal Circuit. On June 30, 2006, the Federal District Court granted the defendants' motion for continuance (delay) of the trial, pending the outcome of the USPTO's reexamination office proceedings. Subsequently, the Federal District Court designated a new trial date in April 2007. In the normal course of business, the Company is a party to certain other claims and litigation. Management believes that the settlement of such claims and litigation, considered in the aggregate, will not have a material adverse effect on the Company's financial position and results of operations. Note 9: Asset Purchase - ---------------------- On October 1, 2004, the Company entered into an agreement to purchase all of the operating assets of Videotronic Infosystems GmbH ("Videotronic"), a German based video products supplier operating under insolvency protection, for 700,000 Eurodollars (approximately $868,000). Note 10: Recent Accounting Pronouncement - ---------------------------------------- In June 2006, the FASB issued FASB Interpretation No. ("FIN") 48, "Accounting for Uncertainty in Income Taxes--An Interpretation of FASB Statement No. 109", which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 will be effective beginning fiscal 2008. We have not yet evaluated the impact of this implementation on our condensed consolidated financial statements. -10- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS - -------------------------------------------- Results of Operations - --------------------- Three Months Ended June 30, 2006 Compared with June 30, 2005 - ------------------------------------------------------------ Net sales for the quarter ended June 30, 2006 increased 5% to $14.7 million compared with $14.0 million in the year ago period. Domestic sales increased 10% to $8.3 million compared with $7.5 million in the year ago period. International sales for the quarter decreased 1% to $6.4 million compared with $6.5 million in the year ago period. The backlog of unfilled orders was $6.4 million at June 30, 2006 compared with $6.7 million at September 30, 2005. Gross profit margins for the third quarter of fiscal 2006 increased to 40.3% compared with 38.0% in the year ago period due principally to production cost reductions within the Company's digital video product line and a favorable product sales mix. Total operating expenses for the third quarter of fiscal 2006 were virtually unchanged from the year ago period at $5.9 million. Selling, general and administrative expense for the third quarter of fiscal 2006 decreased to $4.7 million compared with $4.9 million in the year ago period. Current quarter expense included $296,000 of legal costs incurred in the ongoing defense of a patent infringement suit, compared with $184,000 incurred in the year ago period. In addition, the Company continued to invest in new product development in the current quarter, incurring $1.2 million of engineering and development expenses compared with $1.0 million in the year ago period. The Company generated operating income of $54,000 in the third quarter of fiscal 2006 compared with an operating loss of $561,000 in the year ago period. Interest expense decreased to $41,000 for the third quarter of fiscal 2006 compared with $46,000 in the year ago period principally as a result of the paydown of bank borrowings offset, in part, by the effect of increased interest rates during the current quarter. Interest and other income increased to $24,000 for the third quarter of fiscal 2006 compared with $14,000 in the year ago period principally as a result of increased interest rates during the current quarter. The Company recorded no income tax expense for the third quarter of fiscal 2006 compared with an income tax benefit of $45,000 in the year ago period relating principally to results reported by the Company's European operations. The Company has ceased recognizing tax benefits on its U.S. operating losses due to the uncertainty of their future realization. As a result of the foregoing, the Company reported net income of $37,000 for the third quarter of fiscal 2006 compared with a net loss of $548,000 in the year ago period. -11- Results of Operations - --------------------- Nine Months Ended June 30, 2006 Compared with June 30, 2005 - ----------------------------------------------------------- Net sales for the nine months ended June 30, 2006 decreased 3% to $41.2 million compared with $42.4 million in the year ago period. Domestic sales increased 3% to $22.3 million compared with $21.5 million in the year ago period. International sales decreased 9% to $18.9 million compared with $20.9 million in the year ago period. International sales for the prior year period included the shipment of a $2.2 million system order to one foreign customer. Gross profit margins for the first nine months of fiscal 2006 increased to 39.2% compared with 37.5% in the year ago period due principally to production cost reductions within the Company's digital video product line and a favorable product sales mix. Operating expenses for the first nine months of fiscal 2006 decreased 9% to $16.8 million compared with $18.4 million in the year ago period. The decrease was spread among all reported operating expense categories as a result of planned cost cutting initiatives. In connection with the ongoing defense of a patent infringement suit, the Company incurred $492,000 of legal costs in fiscal 2006 compared with $580,000 in the year ago period ($1.8 million incurred since inception in 2003). The Company incurred an operating loss of $632,000 for the first nine months of fiscal 2006 compared with an operating loss of $2.5 million in the year ago period. Interest expense decreased to $125,000 for the first nine months of fiscal 2006 compared with $135,000 in the year ago period principally as a result of the paydown of bank borrowings offset, in part, by the effect of increased interest rates during the current year period. Interest and other income increased to $94,000 for the first nine months of fiscal 2006 compared with $57,000 in the year ago period principally as a result of increased interest rates during the current year period. During the prior year period, the Company liquidated the principal portion of its investment in marketable securities resulting in a $45,000 loss for the period. There was no income tax expense reported for the first nine months of fiscal 2006 compared with $10,000 in the year ago period relating principally to profits reported by the Company's European operations. The Company has ceased recognizing tax benefits on its U.S. operating losses due to the uncertainty of their future realization. An extraordinary gain in the amount of $211,000 was recorded in the prior year period relating to the Company's acquisition of its Videotronic subsidiary. The gain represents the recovery of tangible net assets acquired in excess of their purchase price. As a result of the foregoing, the Company incurred a net loss of $663,000 for the first nine months of fiscal 2006 compared with a net loss of $2.5 million in the year ago period. -12- Liquidity and Capital Resources - ------------------------------- Net cash used in operating activities was $456,000 for the first nine months of fiscal 2006 due principally to increases in inventories and accounts receivable of $820,000 and $594,000, respectively, offset in part by a $672,000 increase in accounts payable. In addition, the $663,000 net loss for the period was more than offset by $834,000 of non-cash charges. Net cash used in investing activities was $440,000 for the first nine months of fiscal 2006 due principally to $436,000 of general capital expenditures. Net cash used in financing activities was $309,000 principally representing repayments of bank debt. As a result of the foregoing, cash decreased by $1.2 million for the first nine months of fiscal 2006 after the effect of exchange rate changes on the cash position of the Company. The Company's European based subsidiary maintains a bank overdraft facility that provides for maximum borrowings of one million Pounds Sterling (approximately $1,850,000) to support its local working capital requirements. This facility expires in March 2007. At June 30, 2006 and September 30, 2005, there were no outstanding borrowings under this facility. The following is a summary of the Company's long-term debt and material lease obligations as of June 30, 2006: Fiscal Debt Lease Year Repayments Commitments Total - ------ ---------- ----------- ----- 2006 $ 94,000 $ 82,000 $ 176,000 2007 324,000 176,000 500,000 2008 1,740,000 38,000 1,778,000 The Company has incurred operating losses in recent years which, if continued, could exhaust the Company's cash reserves and limit its ability to secure additional bank financing, if needed. The Company has instituted certain plans to preserve its cash, including cost cutting measures and inventory reduction initiatives. Based upon the achievement of such plans, the Company believes that it will have sufficient cash to meet its anticipated operating costs, capital expenditures and debt service requirements for at least the next twelve months. The Company does not have any off-balance sheet transactions, arrangements or obligations (including contingent obligations) that have, or are reasonably likely to have, a material effect on the Company's financial condition, results of operations, liquidity, capital expenditures or capital resources. The Company is one of several defendants in a patent infringement suit commenced by Lectrolarm Custom Systems, Inc. in May 2003 in the United States District Court for the Western District of Tennessee. The alleged infringement by the Company relates to its camera dome systems and other products that represent significant sales to the Company. Among other things, the suit seeks past and enhanced damages, injunctive relief and attorney's fees. In January 2006, the Company received the plaintiff's claim for past damages through December 31, 2005 that approximated $11.7 million. The Company and its outside patent counsel believe that the complaint against the Company is without merit. The Company is vigorously defending itself and is a party to a joint defense with certain other named defendants. The Company is unable to reasonably estimate a range of possible loss, if any, at this time. Although the Company believes that it has meritorious defenses to such claims, there is a possibility that an unfavorable outcome could ultimately occur that could result in a liability that is material to the Company's results of operations and financial position. The Company has held discussions with the plaintiff in the interest of settling the case. However, there can be no assurance that any settlement can be reached. -13- In connection with this suit, the Company filed a request with the U.S. Patent and Trademark Office (USPTO) for reexamination of the plaintiff's patent. In April 2006, the USPTO issued a non-final office action rejecting all of the plaintiff's patent claims asserted against the Company. The plaintiff has multiple appeals available to it in the USPTO and, thereafter, in the Court of Appeals for the Federal Circuit. On June 30, 2006, the Federal District Court granted the defendants' motion for continuance (delay) of the trial, pending the outcome of the USPTO's reexamination office proceedings. Subsequently, the Federal District Court designated a new trial date in April 2007. Critical Accounting Policies - ---------------------------- The Company's significant accounting policies are fully described in Note 1 to the Company's consolidated financial statements included in its September 30, 2005 Annual Report on Form 10-K. Management believes the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparation of its consolidated financial statements. The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectibility of the resulting receivable is reasonably assured. As it relates to product sales, revenue is generally recognized when products are sold and title is passed to the customer. Shipping and handling costs are included in cost of sales. Advance service billings under equipment maintenance agreements are deferred and recognized as revenues on a pro rata basis over the term of the service agreements. The Company evaluates multiple-element revenue arrangements for separate units of accounting pursuant to EITF Issue No. 00-21, "Revenue Arrangements with Multiple Deliverables", and follows appropriate revenue recognition policies for each separate unit. Elements are considered separate units of accounting provided that (i) the delivered item has stand-alone value to the customer, (ii) there is objective and reliable evidence of the fair value of the delivered item, and (iii) if a general right of return exists relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially within the control of the Company. As applied to the Company, under arrangements involving the sale of product and the provision of services, product sales are recognized as revenue when the products are sold and title is passed to the customer, and service revenue is recognized as services are performed. For products that include more than incidental software, and for separate licenses of the Company's software products, the Company recognizes revenue in accordance with the provisions of Statement of Position 97-2, "Software Revenue Recognition", as amended. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of its customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. The Company provides for the estimated cost of product warranties at the time revenue is recognized. While the Company engages in product quality programs and processes, including monitoring and evaluating the quality of its component suppliers, its warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure. Should actual product failure rates, material usage or service delivery costs differ from its estimates, revisions to the estimated warranty liability may be required. -14- The Company writes down its inventory for estimated obsolescence and slow moving inventory equal to the difference between the cost of inventory and the estimated net realizable market value based upon assumptions about future demand and market conditions. Technology changes and market conditions may render some of the Company's products obsolete and additional inventory write-downs may be required. If actual future demand or market conditions are less favorable than those projected by management, additional inventory write-downs may be required. The Company assesses the recoverability of the carrying value of its long-lived assets, including identifiable intangible assets with finite useful lives, whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company evaluates the recoverability of such assets based upon the expectations of undiscounted cash flows from such assets. If the sum of the expected future undiscounted cash flows were less than the carrying amount of the asset, a loss would be recognized for the difference between the fair value and the carrying amount. The Company's ability to recover the reported amounts of deferred income tax assets is dependent upon its ability to generate sufficient taxable income during the periods over which net temporary tax differences become deductible. The Company maintains a full valuation allowance against its deferred tax assets due to the uncertainty of future realization. The establishment of such valuation allowance was determined to be appropriate due to the Company's operating losses in recent years and the inherent uncertainties of predicting future operating results in periods over which such net tax differences become deductible. The Company plans to provide a full valuation allowance against its deferred tax assets until such time that it can achieve a sustained level of profitability or other positive evidence arises that would demonstrate an ability to recover such assets. The Company is subject to proceedings, lawsuits and other claims related to labor, product and other matters. The Company assesses the likelihood of an adverse judgment or outcomes for these matters, as well as the range of potential losses. A determination of the reserves required, if any, is made after careful analysis. The required reserves may change in the future due to new developments. Recent Accounting Pronouncement - ------------------------------- In June 2006, the FASB issued FASB Interpretation No. ("FIN") 48, "Accounting for Uncertainty in Income Taxes--An Interpretation of FASB Statement No. 109", which prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. FIN 48 will be effective beginning fiscal 2008. We have not yet evaluated the impact of this implementation on our condensed consolidated financial statements. -15- Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 - -------------------------------------------------------------------------------- Statements in this Report on Form 10-Q and other statements made by the Company or its representatives that are not strictly historical facts including, without limitation, statements included herein under the captions "Results of Operations", "Liquidity and Capital Resources" and "Critical Accounting Policies" are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995 that should be considered as subject to the many risks and uncertainties that exist in the Company's operations and business environment. The forward-looking statements are based on current expectations and involve a number of known and unknown risks and uncertainties that could cause the actual results, performance and/or achievements of the Company to differ materially from any future results, performance or achievements, express or implied, by the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, and that in light of the significant uncertainties inherent in forward-looking statements, the inclusion of such statements should not be regarded as a representation by the Company or any other person that the objectives or plans of the Company will be achieved. The Company also assumes no obligation to update its forward-looking statements or to advise of changes in the assumptions and factors on which they are based. ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK - ------------------------------------------------------------------ The Company is exposed to various market risks, including changes in foreign currency exchange rates and interest rates. The Company has a policy that prohibits the use of currency derivatives or other financial instruments for trading or speculative purposes. The Company enters into forward exchange contracts to hedge certain foreign currency exposures and minimize the effect of such fluctuations on reported earnings and cash flow (see Note 6 "Derivative Instruments" to the accompanying condensed consolidated financial statements). The Company's ongoing foreign currency exchange risks include intercompany sales of product and services between subsidiary companies operating in differing functional currencies. At June 30, 2006, the Company had $1.5 million of outstanding floating rate bank debt which was covered by an interest rate swap agreement that effectively converts the foregoing floating rate debt to a stated fixed rate (see "Note 6. Long-Term Debt" to the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended September 30, 2005). Thus, the Company has substantially no net interest rate exposures on these instruments. However, the Company had approximately $609,000 of floating rate bank debt that is subject to interest rate risk as it was not covered by interest rate swap agreements. The Company does not believe that a 10% fluctuation in interest rates would have a material effect on its consolidated financial position and results of operations. -16- ITEM 4. CONTROLS AND PROCEDURES - ------------------------------- Evaluation of Disclosure Controls and Procedures - ------------------------------------------------ The Company's management, with the participation of its Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures, as required by Exchange Act Rule 13a-15. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Company's disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission's rules and forms. Changes in Internal Controls - ---------------------------- There were no changes in the Company's internal control over financial reporting identified in connection with the evaluation referred to above that occurred during the quarter that have materially affected, or are reasonably likely to materially affect, the registrant's internal control over financial reporting. The Company's size dictates that it conducts business with a minimal number of financial and administrative employees, which inherently results in a lack of documented controls and segregation of duties within the Company and its operating subsidiaries. Management will continue to evaluate the employees involved and the control procedures in place, the risks associated with such lack of segregation and whether the potential benefits of adding employees to clearly segregate duties justifies the expense associated with such added personnel. In addition, management is aware that many of the internal controls that are in place at the Company are undocumented controls. Limitations on the Effectiveness of Controls - -------------------------------------------- The Company believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. -17- PART II - OTHER INFORMATION - --------------------------- ITEM 1 - LEGAL PROCEEDINGS - -------------------------- The Company is one of several defendants in a patent infringement suit commenced by Lectrolarm Custom Systems, Inc. in May 2003 in the United States District Court for the Western District of Tennessee. The alleged infringement by the Company relates to its camera dome systems and other products that represent significant sales to the Company. Among other things, the suit seeks past and enhanced damages, injunctive relief and attorney's fees. In January 2006, the Company received the plaintiff's claim for past damages through December 31, 2005 that approximated $11.7 million. The Company and its outside patent counsel believe that the complaint against the Company is without merit. The Company is vigorously defending itself and is a party to a joint defense with certain other named defendants. The Company is unable to reasonably estimate a range of possible loss, if any, at this time. Although the Company believes that it has meritorious defenses to such claims, there is a possibility that an unfavorable outcome could ultimately occur that could result in a liability that is material to the Company's results of operations and financial position. The Company has held discussions with the plaintiff in the interest of settling the case. However, there can be no assurance that any settlement can be reached. In connection with this suit, the Company filed a request with the U.S. Patent and Trademark Office (USPTO) for reexamination of the plaintiff's patent. In April 2006, the USPTO issued a non-final office action rejecting all of the plaintiff's patent claims asserted against the Company. The plaintiff has multiple appeals available to it in the USPTO and, thereafter, in the Court of Appeals for the Federal Circuit. On June 30, 2006, the Federal District Court granted the defendants' motion for continuance (delay) of the trial, pending the outcome of the USPTO's reexamination office proceedings. Subsequently, the Federal District Court designated a new trial date in April 2007. ITEM 2 - CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY - -------------------------------------------------------------------------------- SECURITIES - ---------- On April 26, 2001, the Company announced that its Board of Directors authorized the repurchase of up to $1 million of shares of the Company's common stock, which represented approximately 9.8% of shares outstanding on the announcement date. The following table summarizes repurchases of common stock for the three month period ended June 30, 2006: Total Number Average Approximate Dollar Value of Shares Price Paid of Shares that May Yet Be Period Purchased (1) per Share Purchased Under the Program ------ ------------- --------- ---------------------------- 4/01/06-4/30/06 - $ - $459,664 5/01/06-5/31/06 - $ - $459,664 6/01/06-6/30/06 - $ - $459,664 ------ ----- Total - $ - ====== ===== (1) All repurchases were executed in open market transactions. -18- ITEM 3 - DEFAULTS UPON SENIOR SECURITIES - ---------------------------------------- None ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - ------------------------------------------------------------ The Company's annual meeting was held on May 25, 2006. Proposal 1: Election of Director - -------------------------------- The following director was elected by the votes indicated: For Withheld --- -------- Peter F. Neumann 4,040,981 503,911 The terms of the following directors continued after the meeting: Kenneth M. Darby Clifton H. W. Maloney W. Gregory Robertson Arthur D. Roche Proposal 2: Ratification of Appointment of Independent Auditors - --------------------------------------------------------------- The selection of BDO Seidman, LLP as auditors was approved by the votes indicated: For Against Abstain --- ------- ------- 4,510,456 19,026 15,410 ITEM 5 - OTHER INFORMATION - -------------------------- None ITEM 6 - EXHIBITS - ----------------- 31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. -19- Signatures ---------- Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. VICON INDUSTRIES, INC. August 11, 2006 /s/ Kenneth M. Darby /s/ John M. Badke - -------------------- -------------------- Kenneth M. Darby John M. Badke Chairman and Senior Vice President, Finance Chief Executive Officer Chief Financial Officer -20- EX-31 2 f10q_ex31-1.txt EXHIBIT 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER - ---------------------------------------- I, Kenneth M. Darby, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Vicon Industries, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 11, 2006 /s/ Kenneth M. Darby - -------------------- Kenneth M. Darby Chairman and Chief Executive Officer EX-31 3 f10q_ex31-2.txt EXHIBIT 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER - ---------------------------------------- I, John M. Badke, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Vicon Industries, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 11, 2006 /s/ John M. Badke - ----------------- John M. Badke Senior Vice President, Finance and Chief Financial Officer EX-32 4 f10q_ex32-1.txt EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report of Vicon Industries, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Kenneth M. Darby, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the report. /s/ Kenneth M. Darby - -------------------- Kenneth M. Darby Chief Executive Officer August 11, 2006 EX-32 5 f10q_ex32-2.txt EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report of Vicon Industries, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2006 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John M. Badke, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the report. /s/ John M. Badke - ----------------- John M. Badke Chief Financial Officer August 11, 2006 -----END PRIVACY-ENHANCED MESSAGE-----