-----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, A+kqcMi54hBxw3ax1o45bkEHZPw0Sy6arBpvjFeh8Az5Q2bwNU4vLxhRsys9iBt4 LgORa0ldhtPZH7fGbBUaXQ== 0000310056-07-000004.txt : 20070514 0000310056-07-000004.hdr.sgml : 20070514 20070514115310 ACCESSION NUMBER: 0000310056-07-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070331 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070514 DATE AS OF CHANGE: 20070514 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: 07844846 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_051007.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 10, 2007 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 10, 2007, the Registrant issued a press release announcing its financial results for its quarter ended March 31, 2007. 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 10, 2007 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 14, 2007 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 10, 2007. EX-99 2 f8k_ex99.txt EXHIBIT 99.1 FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION: Investor Relations: Joan Wolf 631/650-6201 VICON REPORTS SECOND QUARTER RESULTS HAUPPAUGE, NY, May 10, 2007 - 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, 2007. The announcement was made by Chairman and CEO Ken Darby, who said results were powered by extraordinary growth in Europe and the Middle East. Net sales for the second fiscal quarter were $16.9 million, an increase of 38% compared with $12.2 million in the second quarter of the prior fiscal year. Net income totaled $802,000 ($.16 per diluted share), compared with a net loss of $848,000 ($.19 per share) in the prior year quarter. For the six months, net sales were $34.8 million, an increase of 31% compared with $26.5 million in the first six months of the prior fiscal year. Net income was $1,918,000 ($.40 per diluted share) compared with a net loss of $700,000 ($.15 per share) in the prior year six-month period. Commenting on the second quarter results, Mr. Darby said sales in the U.S. grew 33% to $8.8 million while foreign sales increased 44% to $8.1 million. Foreign revenues were strongest in Europe and the Middle East where shipments climbed 55%. Revenues for the quarter at Vicon's German subsidiary, Videotronic, totaled $1.54 million, a 24% increase. It was the first profitable quarter for the German unit since the Company acquired it out of bankruptcy in October 2004. Overall, orders for the March quarter were $15.3 million compared with $13.6 million in the year ago period. Gross margins in the second quarter improved to 42.3% compared with 37.5% in the prior year quarter, principally as a result of lower production costs for certain products, a favorable sales mix, and the benefit of higher production to fixed overhead. "We are pleased to see the efforts in recent years to lower production costs being realized" said Mr. Darby. Although operating expenses increased $838,000 principally as a result of higher selling costs of $516,000 and increased investment in engineering of $166,000, they declined as a percentage of sales. Mr. Darby said the significant workload for both analogue and digital product development necessitated the increase in engineering expense. In March, the Company showcased its next generation of ViconNet at a major industry trade show in Las Vegas and will do likewise later this month in Europe. ViconNet is the software platform that manages enterprise scale digital or hybrid video systems and also powers Vicon network components. Sales of ViconNet based system elements totaled $4.5 million in the March quarter and $10.6 million in the year to date period. Regarding the patent litigation, Mr. Darby said in February, 2007, the U.S. Patent and Trademark Office (PTO) issued a Final Rejection of the six claims in the plaintiff's patent asserted against Vicon. This represents the second time the PTO has rejected such claims in the re-examination proceedings citing the prior art of Vicon and another defendant. On April 17, 2007, the plaintiff filed a response requesting reconsideration of its application with the PTO. The plaintiff also has more appeals available to it, which Vicon expects them to make if reconsideration is denied. From the very beginning of this litigation, Vicon has held the view that the plaintiff's patent is invalid based upon the prior art of the Company and another defendant. Vicon Industries, Inc. designs, engineers, 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, -------------------------------- ------------------------------- 2007 2006 2007 2006 ==== ==== ==== ==== Net sales $ 16,892,000 $12,223,000 $34,775,000 $26,482,000 Gross profit 7,148,000 4,578,000 14,350,000 10,214,000 Operating income (loss) 893,000 (840,000) 2,039,000 (686,000) Income (loss) before income taxes 899,000 (853,000) 2,118,000 (700,000) Income tax expense (benefit)* 97,000 (5,000) 200,000 - ------------- -------------- ------------- ------------- Net income (loss) $ 802,000 $ (848,000) $ 1,918,000 $ (700,000) ============= ============== ============= ============= Earnings (loss) per share: - --------------------------------- Basic $ .17 $ (.19) $ .41 $ (.15) Diluted $ .16 $ (.19) $ .40 $ (.15) Shares used in computing earnings (loss) per share: - ----------------------------------- Basic 4,698,000 4,572,000 4,657,000 4,571,000 Diluted 4,945,000 4,572,000 4,828,000 4,571,000
* No U.S. tax provision or benefit was recognized for the periods presented as the Company is utilizing previously unrecognized net operating loss carryforwards. -----END PRIVACY-ENHANCED MESSAGE-----