-----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, PPSgq1ozNrqSHWHTFXyWd5QbVR2c36Nh19rc9OKuf+5Dl/YRS7j5YGpCsPE7I2wP v8wKxgTvfRsX6N+aRgKkLw== 0000310056-04-000007.txt : 20040219 0000310056-04-000007.hdr.sgml : 20040219 20040219164122 ACCESSION NUMBER: 0000310056-04-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031231 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040219 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: 04616561 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-021904.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): February 19, 2004 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 February 19, 2004 Item 9. Regulation FD Disclosure (Information provided under Item 12 - "Disclosure of Results of Operations and Financial Condition"). On February 19, 2004, the Registrant issued a press release announcing its financial results for its quarter ended December 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. =============================================================================== 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: February 19, 2004 VICON INDUSTRIES, INC. (Registrant) By: /s/John M. Badke ----------------- John M. Badke Vice President, Finance and Chief Financial Officer ============================================================================== Exhibit Description - ------- ----------- 99.1 Registrant's press release dated February 19, 2004 EX-99.1 3 f8k-021904_press.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 FIRST QUARTER RESULTS HAUPPAUGE, NY, February 19, 2004 - Vicon Industries, Inc. (Amex: VII), a leading designer and producer of video security and surveillance systems, today reported operating results for the first quarter ended December 31, 2003. The announcement was made by CEO Ken Darby, who said the improved results principally reflect the effect of sales of new digital video products. Net sales for the first fiscal quarter were $14.3 million, an increase of 19% compared with $12.0 million in the previous fiscal year period. Net income was $122,000 ($.03 per share diluted), compared with a net loss of $2,072,000 ($.45 per share) in the prior year quarter, which included a goodwill impairment charge of $1,373,000 ($.30 per share). Commenting on the results, Mr. Darby said both foreign and domestic sales rose 19% in the quarter. Domestic sales totaled $8.0 million, up from $6.7 million, while foreign sales reached $6.3 million, compared with $5.3 million in the prior year quarter. The sales growth was mainly driven by demand for new digital video products, ViconNet(tm) and Kollector(tm). Gross profit margins increased to 40.8% versus 32.5% as a result of sales of higher margin digital products and favorable foreign currency exchange rates. Operating expenses increased 12% to $5.6 million due to higher legal fees associated with the defense of a patent infringement suit and increased foreign sales office expense as a result of an unfavorable exchange rate. Mr. Darby noted that new orders in the first quarter were off 10% from the previous quarter and the backlog of unfilled orders at December 31, 2003 dipped to $6.6 million from $7.4 million at the start of the quarter. Engineering and development expense was virtually unchanged at $1.1 million for the current and prior year quarter. "The majority of Vicon's engineering efforts remain dedicated to the ViconNet(tm) network application and associated video servers, network cameras and digital recorders," 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 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 First Quarter Ended December 31, -------------------------------- 2003 2002 ---- ---- Net sales $14,338,000 $12,018,000 Gross profit 5,847,000 3,901,000 Operating income (loss) 286,000 (1,070,000) Income (loss) before income taxes 277,000 (1,077,000) Income tax expense (benefit) 155,000 (378,000) Income (loss) before cumulative effect of a change in accounting principle 122,000 (699,000) Cumulative effect of a change in accounting principle (Note 1) - (1,373,000) ----------- ----------- Net income (loss) $ 122,000 $(2,072,000) =========== =========== Basic and diluted earnings (loss) per share: - ------------------------------------------- Income (loss) before cumulative effect of a change in accounting principle $ .03 $ (.15) Cumulative effect of a change in accounting principle $ - $ (.30) ------ ------ Net income (loss) per share $ .03 $ (.45) ====== ====== Shares used in computing earnings (loss) per share: Basic 4,606,000 4,643,000 Diluted 4,791,000 4,643,000 Note 1: Represents goodwill write-off as a result of adopting a new accounting principle. -----END PRIVACY-ENHANCED MESSAGE-----