-----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, NTFnOsOZM6772MxKvn8NExfjeaEIyclssQ+BMD+zCMSFRkxYnqZvMFaZ6bIU2x7x y3okv/E99QLk7vHC3bVVLg== 0000310056-06-000010.txt : 20060811 0000310056-06-000010.hdr.sgml : 20060811 20060811143236 ACCESSION NUMBER: 0000310056-06-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060810 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07939 FILM NUMBER: 061024408 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_081006.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): August 10, 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 August 10, 2006, the Registrant issued a press release announcing its financial results for its quarter ended June 30, 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 August 10, 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: August 11, 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 August 10, 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 THIRD QUARTER RESULTS HAUPPAUGE, NY, August 11, 2006 - Vicon Industries, Inc. (Amex: VII), a leading designer and producer of video security and surveillance systems, today reported operating results for the third fiscal quarter ended June 30, 2006. The announcement was made by Chairman and CEO Ken Darby. Net sales for the third fiscal quarter were $14.7 million, an increase of 5%, compared with $14.0 million for the previous fiscal year period. Net income totaled $37,000 ($.01 per share), compared with a net loss of $548,000 ($.12 per share) for the same period last fiscal year. For the nine months, net sales were $41.2 million, a decrease of 3%, compared with $42.4 million for the first nine months of the prior fiscal year. A net loss of $663,000 ($.15 per share) was incurred compared with a net loss of $2.5 million ($.54 per share) in the year ago period. Commenting on the third quarter results, Mr. Darby said that while sales grew 5% over the prior year quarter, they increased 20% over the preceding quarter. U.S. revenues in the current quarter grew 10% to $8.3 million compared with the prior year period, while foreign sales were flat at $6.4 million. Mr. Darby said "Sales growth occurred in all of Vicon's principal markets except Germany, where sales declined approximately $600,000 from a year ago". Gross margins in the current quarter improved to 40.3% versus 38.0% as a result of a favorable product sales mix and lower production costs of certain digital video products. Operating expenses totaled $5.9 million, which was the same for both periods. Mr. Darby said Vicon continued to incur significant legal costs in connection with a patent infringement suit ($296,000 in the current quarter, $492,000 year-to-date, and $1.8 million since inception) as it prepared for a scheduled September, 2006 trial. On June 30th, the Federal Judge hearing the case delayed the trial until April, 2007, citing an April, 2006 U.S. Patent and Trademark Office (PTO) re-examination ruling in which the six claims in the patent asserted against Vicon were rejected. The PTO's non-final office action is being appealed by the plaintiff. "From the beginning of this lawsuit in May, 2003, Vicon has firmly believed the patent was invalid based upon the prior art of Vicon and another defendant. Accordingly, in January, 2005 we petitioned the PTO to re-examine the patent and have vigorously defended ourselves, unfortunately at a very high cost. Pending the final outcome of this case, the Company may seek to recover costs and damages against the plaintiff," said Mr. Darby. Mr. Darby said that Vicon's significant investment in digital video development in recent years was having a positive impact on operating results. He cited the fact that ViconNet(TM) based product sales accounted for 34% of all revenues in the current quarter (31% year-to-date) and contributed the highest gross margin of all product lines. "Since the initial introduction of ViconNet(TM) in first quarter of calendar 2003 to June 30, 2006, sales of such digital video products are in excess of $51 million", Mr. Darby noted. 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)
Vicon Industries, Inc. Condensed Statements of Operations (Unaudited) Three Months Ended June 30, Nine Months Ended June 30, --------------------------- ------------------------- 2006 2005 2006 2005 ==== ==== ==== ==== Net sales $14,675,000 $13,990,000 $41,156,000 $42,375,000 Gross profit 5,914,000 5,319,000 16,128,000 15,895,000 Operating income (loss) 54,000 (561,000) (632,000) (2,535,000) Income (loss) before income taxes 37,000 (594,000) (663,000) (2,659,000) Income tax expense (benefit) - (45,000) - 9,000 Income (loss) before extraordinary gain 37,000 (548,000) (663,000) (2,668,000) Extraordinary gain - - - 211,000 ------------- -------------- -------------- ------------- Net income (loss) $ 37,000 $ (548,000) $ (663,000) $ (2,457,000) ============= ============== ============== ============= Basic and diluted earnings (loss) per share: - -------------------------------------------- Earnings (loss) before extraordinary gain $ .01 $ (.12) $ (.15) $ (.58) Extraordinary gain $ - $ - $ - $ .04 ------------- -------------- -------------- ------------- Earnings (loss) per share $ .01 $ (.12) $ (.15) $ (.54) ============= ============== ============== ============= Shares used in computing earnings (loss) per share: Basic 4,573,000 4,570,000 4,572,000 4,566,000 Diluted 4,668,000 4,570,000 4,572,000 4,566,000
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