-----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, Q+GsAKRs8rw0H2kKZKBUfRrNo+FM9+eNCE6+7Otp2+Zu6q4FZ93eVxK4ptAOP8Sl a2UnQTZvauKVR3wd1pwjTw== 0000310056-03-000022.txt : 20030818 0000310056-03-000022.hdr.sgml : 20030818 20030818133841 ACCESSION NUMBER: 0000310056-03-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030630 ITEM INFORMATION: FILED AS OF DATE: 20030818 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: 03852517 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_cover-81503.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 report): August 14, 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 August 14, 2003 Item 9. Regulation FD Disclosure (Information provided under Item 12 - "Disclosure of Results of Operations and Financial Condition"). On August 14, 2003, the Registrant issued a press release announcing its financial results for its third quarter and nine months ended June 30, 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: August 14, 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 August 14, 2003 EX-99 2 f8k_ex991-3.txt FOR IMMEDIATE RELEASE FOR FURTHER INFORMATION: Vicon Industries: Joan Wolf 631/952-2288 Bliss, Gouverneur & Associates: John Bliss 212/840-1661 VICON INDUSTRIES REPORTS THIRD QUARTER RESULTS HAUPPAUGE, NY, August 14, 2003 - Vicon Industries, Inc. (Amex: VII), a leading designer and producer of digital video management systems, today reported operating results for the third fiscal quarter and nine months ended June 30, 2003. The announcement was made by CEO Ken Darby, who said revenues from new, higher margin network video products offset the effect of lower sales. Net sales for the third fiscal quarter were $13.1 million, a decrease of 9% compared with $14.3 million for the previous fiscal year period. Net income was $30,000 ($.01 per share diluted), compared with net income of $28,000 ($.01 per share diluted) for the same period last fiscal year. For the nine months, net sales were $38.2 million, a decrease of 6% from $40.7 million reported for the year-ago period. A net loss of $4.8 million ($1.03 per share diluted) was incurred compared with a net loss of $786,000 ($.17 per share diluted) for the year ago period. The current nine-month period loss includes the combined effects of a goodwill impairment charge and a deferred tax asset valuation allowance aggregating $3.5 million or $.75 per share diluted. Both non-cash charges were taken in the second fiscal quarter. Commenting on the third quarter, Mr. Darby said sales of Vicon's new network (digital) video products, ViconNet/Kollector Elite (VK), helped gross profit margins increase to 40.3% compared with 35.5% in the year ago quarter. The third quarter was the first full quarter of product shipments for the initial VK models, and additional ViconNet based products are planned for shipment later this calendar year. Darby said the quarter also included a performance compensation charge of $278,000 relating to the sale of certain quantities of VK products. The performance compensation obligation of up to $810,000 maximum was part of the 1999 acquisition of QSR, Ltd., an Israeli digital video development company. The success of VK products to date has resulted in performance compensation charges of $325,000 and $278,000 in the second and third fiscal quarters respectively. Product development expense, including the performance compensation charges, totaled 10.3% and 9.9% of sales for the three and nine-month periods, respectively. Development efforts are principally focused on enhancing existing VK products and creating new network enabled products. The Company will showcase the latest version of its ViconNet network video management system, together with soon to be available ViconNet compatible cameras, at the industry's biggest trade show, ASIS, in September. 1 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 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. 2 (Table of Operations Attached) Vicon Industries, Inc. Vicon Industries, Inc. Summary of Operations Three Months Nine Months Ended June 30, Ended June 30, ----------------------- ---------------------------- 2003 2002 2003 2002 ---- ---- ---- ---- Net sales $13,051,000 $14,274,000 $38,151,000 $40,671,000 Gross profit 5,257,000 5,062,000 13,798,000 13,769,000 Operating income (loss) 83,000 97,000 (1,510,000) (1,048,000) Income (loss)before income taxes 59,000 46,000 (1,564,000) (1,166,000) Income tax provision (benefit)(Note 1) 29,000 18,000 1,839,000 (380,000) Income (loss) before cumulative effect of a change in accounting principle 30,000 28,000 (3,403,000) (786,000) Cumulative effect of a change in accounting principle (Note 2) - - (1,373,000) - --------- ---------- ----------- ------------ Net income (loss) $30,000 $28,000 $(4,776,000) $(786,000) ======== ========== =========== ============ Basic and diluted earnings (loss) per share: - -------------------------------------------- Earnings (loss) before cumulative effect of a change in accounting principle $ .01 $ .01 $ (.73) $ (.17) Cumulative effect of a change in accounting principle $ - $ - $ (.30) $ - --------- -------- ----------- ----------- Earnings (loss) per share $ .01 $ .01 $ (1.03) $ (.17) ========= ======== =========== =========== Shares used in computing earnings (loss) per share: - --------------------------------------------------- Basic 4,627,000 4,670,000 4,637,000 4,658,000 Diluted 4,666,000 4,734,000 4,637,000 4,658,000 Note 1: Nine month figure includes a $2.1 million deferred tax asset valuation allowance charge. Note 2: Nine month figure represents goodwill writeoff as a result of adopting a new accounting standard. -----END PRIVACY-ENHANCED MESSAGE-----