-----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, GyiaUmcJfsyIswFvyLlloqxQ1s5x6OKb1infMic+UDb0d5AZRnVhETerEFQy7w1e tKYs5Axj8kWRakJJGL3ktw== 0001169232-03-003616.txt : 20030513 0001169232-03-003616.hdr.sgml : 20030513 20030513133902 ACCESSION NUMBER: 0001169232-03-003616 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030512 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030513 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: 03694863 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 d55667_8k.txt FORM 8-K __________________________________________________________________________ __________________________________________________________________________ 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 report): May 13, 2003 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 7. Financial Statement and Exhibits (c) Exhibits The following exhibit is furnished as part of this report: 99.1 Registrant's Press Release dated May 7, 2003 Item 9. Regulation FD Disclosure (Information provided under Item 12 - "Disclosure of Results of Operations and Financial Condition"). On May 7, 2003, the Registrant issued a press release announcing its financial results for its second quarter and six months ended March 31, 2003. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Current Report on Form 8-K, including the exhibit, is furnished under "Item 12. Results of Operations and Financial Condition" in accordance with SEC Release No. 33-8216. The information in this Current Report on Form 8-K, including the exhibit, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (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 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 13, 2003 VICON INDUSTRIES, INC. (Registrant) By: /s/John M. Badke John M. Badke Vice President, Finance and Chief Financial Officer 3 ______________________________________________________________________________ ______________________________________________________________________________ Exhibit Description 99.1 Registrant's press release dated May 7, 2003 EX-99.1 3 d55667_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 INDUSTRIES REPORTS SECOND QUARTER RESULTS HAUPPAUGE, NY, May 7, 2003 - Vicon Industries, Inc. (Amex: VII), a leading designer and producer of digital video management systems, today reported operating results for the second fiscal quarter and six months ended March 31, 2003. The announcement was made by CEO Ken Darby, who said for the quarter net sales totaled $13.1 million, compared with $12.8 million and Vicon incurred a net loss of $2.7 million ($.59 per share diluted) compared with a net loss of $467,000 ($.10 per share diluted) in the year-ago period. The quarter results were affected by a $2.1 million deferred tax asset valuation allowance and a performance compensation charge of $325,000 associated with the successful introduction of Vicon's new digital video products. On a pretax basis the loss totaled $547,000, including the $325,000 performance compensation charge compared with a pretax loss of $695,000 in the year-ago quarter. In addition, as a result of the required adoption of a new accounting principle, goodwill of $1.4 million was charged off as a cumulative effect adjustment to the six month results. Both the goodwill charge-off and the deferred tax asset valuation allowance were non-cash charges and Vicon's Balance Sheet no longer reflects any deferred tax assets and goodwill. Vicon's Balance Sheet remains strong with over $8 million in cash and marketable securities, and low debt levels, Darby noted. For the six months, net sales were $25.1 million compared with $26.4 million and a net loss of $4.8 million ($1.04 per share diluted) was incurred, which includes the combined effects of the goodwill impairment and deferred tax asset valuation charges aggregating $3.5 million ($.75 per share diluted) compared with a net loss of $814,000 ($.18 per share diluted) in the year-ago period. While revenue growth was not significant, gross profit margins for the quarter increased to 35.5% vs 33.0% due in part to the strength of the new products. Operating expenses increased $265,000 as a result of the performance compensation charge of $325,000 associated with the sale of certain quantities of ViconNet/Kollector Elite products. The performance compensation obligation, which amounts to $810,000 in total, was part of the 1999 acquisition of QSR, Ltd., an Israeli development company, specializing in digital video compression. Given the market acceptance of the new products developed by QSR, the balance of the obligation ($485,000) will most likely be incurred over the next two quarters. The write-off of deferred tax assets stemmed principally from recent operating losses which cast doubt over the assets' recoverability. The goodwill impairment charge resulted from the application of new Accounting Standard impairment measurement rules. Mr. Darby said the second quarter was highlighted by initial customer shipments of the ViconNet/Kollector Elite network video management system. The delivery of ViconNet systems to customers marks a major milestone in a multi-year effort to design and produce a network video management system. ViconNet has been very well received at recent U.S. trade shows and private customer demonstrations. Product launch activities for ViconNet are just now beginning in Europe and the Company intends to introduce several more ViconNet based products over the balance of this calendar year, Darby said. Vicon Industries, Inc. designs, manufactures, assembles and markets a wide range of video systems and system components used for security, surveillance, safety and control 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. Summary of Operations Second Quarter Ended March 31, Summary of Operations
Three Months Ended March 31, Six Months Ended March 31, 2003 2002 2003 2002 Net sales $13,082,000 $12,846,000 $25,100,000 $26,397,000 Gross profit 4,641,000 4,235,000 8,542,000 8,708,000 Operating loss (523,000) (663,000) (1,593,000) (1,144,000) Loss before income taxes (547,000) (695,000) (1,623,000) (1,212,000) Income tax provision (benefit) 2,188,000 (228,000) 1,810,000 (398,000) Loss before cumulative effect of a change in accounting principle (2,735,000) (467,000) (3,433,000) (814,000) Cumulative effect of a change in accounting principle - - (1,373,000) - __________ _________ _________ __________ Net loss $(2,735,000) $(467,000) $(4,806,000) $ (814,000) ======= ======= ======== ======== Basic and diluted loss per share: Loss before cumulative effect of a change in accounting principle $ (.59) $ (.10) $ (.74) $ (.18) Cumulative effect of a change in accounting principle $ - $ - $ (.30) $ - __________ ___________ ___________ ___________ Net loss per share $ (.59) $ (.10) $(1.04) $ (.18) ======= ====== ======== ========= Shares used in computing loss per share: Basic 4,641,000 4,655,000 4,642,000 4,652,000 Diluted 4,641,000 4,655,000 4,642,000 4,652,000
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