SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For Quarter Ended March 31, 2000 Commission File No. 1-7939
---------------------------- -------
VICON INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
NEW YORK STATE 11-2160665
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
89 Arkay Drive, Hauppauge, New York 11788
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (631) 952-2288
(Former name, address, and fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
At March 31, 2000, the registrant had outstanding 4,591,199 shares of Common
Stock, $.01 par value.
<PAGE>
PART I - FINANCIAL INFORMATION
VICON INDUSTRIES, INC. AND SUBSIDIARIES
(CONDENSED) CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended
3/31/00 3/31/99
Net sales............................. $17,442,343 $17,500,615
Cost of sales......................... 11,816,443 11,411,186
----------- -----------
Gross profit........................ 5,625,900 6,089,429
Operating expenses:
Selling expense................... 3,206,257 2,618,055
General & administrative expense.. 1,033,148 978,958
Engineering & development expense. 903,436 574,785
---------- ----------
5,142,841 4,171,798
---------- ----------
Operating income.................... 483,059 1,917,631
Interest expense...................... 206,269 149,360
Interest income....................... (10,177) (42,807)
----------- -----------
Income before income taxes........ 286,967 1,811,078
Income tax expense.................... 101,000 650,000
----------- ------------
Net income........................ $ 185,967 $ 1,161,078
=========== ============
Earnings per share:
Basic $ .04 $ .26
=== ===
Diluted $ .04 $ .25
=== ===
Shares used in computing earnings per share:
Basic 4,588,830 4,506,931
Diluted 4,673,336 4,713,487
See Notes to (Condensed) Consolidated Financial Statements.
-2-
<PAGE>
VICON INDUSTRIES, INC. AND SUBSIDIARIES
(CONDENSED) CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Six Months Ended
3/31/00 3/31/99
Net sales............................. $36,966,813 $34,628,342
Cost of sales......................... 25,950,649 22,674,521
----------- -----------
Gross profit........................ 11,016,164 11,953,821
Operating expenses:
Selling expense................... 6,387,777 5,206,934
General & administrative expense.. 2,100,010 1,808,164
Engineering & development expense. 1,765,973 1,220,176
---------- ----------
10,253,760 8,235,274
---------- ----------
Operating income.................... 762,404 3,718,547
Interest expense...................... 372,356 302,386
Interest income....................... (27,565) (90,316)
----------- -----------
Income before income taxes........ 417,613 3,506,477
Income tax expense.................... 147,000 1,285,000
----------- ------------
Net income........................ $ 270,613 $ 2,221,477
=========== ============
Earnings per share:
Basic $ .06 $ .49
=== ===
Diluted $ .06 $ .47
=== ===
Shares used in computing earnings per share:
Basic 4,586,494 4,491,352
Diluted 4,686,132 4,702,484
See Notes to (Condensed) Consolidated Financial Statements.
-3-
<PAGE>
VICON INDUSTRIES, INC. AND SUBSIDIARIES
(CONDENSED) CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS 3/31/00 9/30/99
CURRENT ASSETS
Cash............................................ $ 1,185,372 $ 1,998,767
Accounts receivable (less allowance
of $950,000 at March 31, 2000 and
$818,000 at September 30, 1999)............... 16,053,778 13,771,411
Inventories:
Parts, components, and materials.............. 3,551,142 2,647,781
Work-in-process............................... 4,450,555 5,298,862
Finished products............................. 15,120,994 13,381,900
----------- -----------
23,122,691 21,328,543
Deferred income taxes........................... 1,989,999 1,303,791
Prepaid expenses................................ 511,698 630,716
----------- -----------
TOTAL CURRENT ASSETS............................ 42,863,538 39,033,228
- --------------------
Property, plant and equipment................... 15,443,241 14,540,426
Less accumulated depreciation and amortization.. (6,936,969) (6,486,937)
----------- -----------
8,506,272 8,053,489
Goodwill, net of accumulated amortization....... 1,737,011 1,768,056
Deferred income taxes........................... 483,154 264,218
Other assets.................................... 731,390 780,028
----------- -----------
TOTAL ASSETS.................................... $54,321,365 $49,899,019
- ------------ =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Borrowings under revolving credit agreement..... $ 644,386 $ 374,806
Current maturities of long-term debt............ 1,305,676 1,212,316
Accounts payable................................ 4,098,383 4,022,892
Accrued compensation and employee benefits...... 1,313,843 2,233,441
Accrued expenses................................ 2,133,984 1,749,395
Unearned service revenue........................ 495,942 224,711
Income taxes payable............................ 165,986 167,013
---------- ----------
TOTAL CURRENT LIABILITIES 10,158,200 9,984,574
- -------------------------
Long-term debt.................................. 9,251,082 5,798,641
Unearned service revenue........................ 1,320,056 639,169
Other long-term liabilities..................... 699,127 728,284
SHAREHOLDERS' EQUITY
Common stock, par value $.01.................... 46,767 46,547
Capital in excess of par value.................. 21,395,646 21,343,676
Retained earnings............................... 12,121,702 11,851,089
------------ -----------
33,564,115 33,241,312
Less treasury stock, at cost.................... (555,097) (508,745)
Accumulated other comprehensive income (loss)... (116,118) 15,784
------------ -----------
TOTAL SHAREHOLDERS' EQUITY 32,892,900 32,748,351
- -------------------------- ------------ -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY...... $54,321,365 $49,899,019
- ------------------------------------------ ============ ===========
See Notes to (Condensed) Consolidated Financial Statements.
-4-
<PAGE>
VICON INDUSTRIES, INC. AND SUBSIDIARIES
(CONDENSED) CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
3/31/00 3/31/99
Cash flows from operating activities:
Net income..................................... $ 270,613 $ 2,221,477
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization................ 577,924 428,747
Deferred income taxes........................ (905,144) (213,000)
Change in assets and liabilities:
Accounts receivable........................ (2,358,720) (163,869)
Inventories................................ (1,848,801) (2,590,922)
Prepaid expenses........................... 114,044 (99,226)
Other assets............................... (23,642) (220,298)
Accounts payable........................... 80,402 472,704
Accrued compensation and employee benefits. (917,624) (606,570)
Accrued expenses........................... 392,513 216,329
Unearned service revenue................... 952,118 -
Income taxes payable....................... 2,286 (246,941)
Other liabilities.......................... (29,157) (17,757)
------------ ------------
Net cash used in operating activities..... (3,693,188) (819,326)
------------ ------------
Cash flows from investing activities:
Capital expenditures, net of
minor disposals............................ (973,357) (360,743)
------------ ------------
Net cash used in investing activities..... (973,357) (360,743)
------------ ------------
Cash flows from financing activities:
Borrowings under U.S. bank credit agreement.. 3,000,000 -
Increase (decrease) in borrowings under U.K.
revolving credit agreement................. 284,449 (1,932)
Proceeds from mortgage loan.................. 1,200,000 -
Proceeds from exercise of stock options...... 5,838 94,945
Repayments of U.S. term loan................. (450,000) (450,000)
Repayments of other debt..................... (185,739) (134,304)
------------ ------------
Net cash provided by (used in)
financing activities................... 3,854,548 (491,291)
------------ ------------
Effect of exchange rate changes on cash.......... (1,398) (119,773)
------------ ------------
Net decrease in cash............................. (813,395) (1,791,133)
Cash at beginning of year........................ 1,998,767 4,854,557
------------ ------------
Cash at end of period............................ $ 1,185,372 $ 3,063,424
============ ------------
See Notes to (Condensed) Consolidated Financial Statements.
-5-
<PAGE>
VICON INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO (CONDENSED) CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
March 31, 2000
Note 1: Basis of Presentation
The accompanying unaudited (condensed) consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and the instructions to Form 10-Q and Rule 10-01
of Regulation S-X. Accordingly, they do not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the six months ended March 31, 2000 are not
necessarily indicative of the results that may be expected for the fiscal year
ended September 30, 2000. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's annual
report on Form 10-K for the fiscal year ended September 30, 1999. Certain prior
year amounts have been reclassified to conform to current year presentation.
Note 2: Earnings per Share
The Financial Accounting Standards Board Statement of Financial Accounting
Standards (SFAS) No. 128, "Earnings per Share" requires companies to present
basic and diluted earnings per share (EPS). Basic EPS is computed based on the
weighted average number of shares outstanding for the period. Diluted EPS
reflects the maximum dilution that would have resulted from the exercise of
stock options and incremental shares issuable under a deferred compensation
agreement. The following table provides the components of the basic and diluted
earnings per share (EPS) computations for the three month and six month periods
ended March 31, 2000 and 1999:
Three Months Six Months
Ended March 31, Ended March 31,
2000 1999 2000 1999
(Unaudited) (Unaudited)
Basic EPS Computation
Net income.................. $ 185,967 $1,161,078 $ 270,613 $2,221,477
Weighted average
shares outstanding......... 4,588,830 4,506,931 4,586,494 4,491,352
Basic earnings per share.... $ .04 $ .26 $ .06 $ .49
========== ========== ========== ==========
Diluted EPS Computation
Net income.................. $ 185,967 $1,161,078 $ 270,613 $2,221,477
Weighted average
shares outstanding....... 4,588,830 4,506,931 4,586,494 4,491,352
Stock options............. 84,506 193,877 96,618 201,003
Stock compensation
arrangement.............. - 12,679 3,020 10,129
---------- ---------- ---------- ----------
Diluted shares outstanding.. 4,673,336 4,713,487 4,686,132 4,702,484
Diluted earnings per share.. $ .04 $ .25 $ .06 $ .47
========== ========== ========== ==========
-6-
<PAGE>
Note 3: Comprehensive Income
Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income", requires that all items that are required to be
recognized under accounting standards as components of comprehensive income be
reported in the financial statements. The Company's total comprehensive income
for the three month and six month periods ended March 31, 2000 and 1999 was as
follows:
Three Months Six Months
Ended March 31, Ended March 31,
2000 1999 2000 1999
(Unaudited) (Unaudited)
Net income................ $ 185,967 $1,161,078 $ 270,613 $2,221,477
Other comprehensive income
(loss), net of tax:
Change in equity due to
foreign currency
translation adjustments. (37,008) (152,038) (131,902) (283,731)
---------- ---------- ---------- ----------
Comprehensive income...... $ 148,959 $1,009,040 $ 138,711 $1,937,746
========== ========== ========== ==========
Note 4: Segment and Related Information
The Company adopted SFAS No. 131, "Disclosures About Segments of an Enterprise
and Related Information" in fiscal 1999, which changes the way the Company
reports information about its operating segments. The Company operates in one
industry which encompasses the design, manufacture, assembly and marketing of
closed-circuit video systems and system components for the electronic protection
segment of the security industry. The Company manages its business segments
primarily on a geographic basis. The Company's principal reportable segments are
comprised of its United States (U.S.) and United Kingdom (U.K.) based
operations. Its U.S. based operations consists of Vicon Industries, Inc., the
Company's corporate headquarters and principal operating entity. Its U.K. based
operations consist of Vicon Industries Limited, a wholly owned subsidiary which
markets and distributes the Company's products principally within Europe. Other
segments include the operations of Vicon Industries (H.K.) Ltd., a Hong Kong
based majority owned subsidiary which markets and distributes the Company's
products principally within Hong Kong and mainland China, and TeleSite U.S.A.,
Inc. and subsidiary, a U.S. and Israeli based manufacturer and distributor of
remote video surveillance systems.
The Company evaluates performance and allocates resources based on, among other
things, the net profit for each segment, which excludes intersegment sales and
profits. Segment information for the three month and six month periods ended
March 31, 2000 and 1999 was as follows:
Three Months Ended
March 31, 2000 U.S. U.K. Other Consolid. Totals
- ------------------- ---------- --------- --------- ---------- -------
Net sales to
external customers $13,815,000 $2,506,000 $1,121,000 $ - $17,442,000
Intersegment
net sales 1,951,000 - 180,000 - 2,131,000
Net income (loss) 281,000 79,000 (122,000) (52,000) 186,000
Total assets 48,962,000 6,325,000 2,698,000 (3,664,000) 54,321,000
-7-
<PAGE>
Three Months Ended
March 31, 1999 U.S. U.K. Other Consolid. Totals
- ------------------- ---------- ---------- --------- ---------- -------
Net sales to
external customers $15,044,000 $1,808,000 $ 649,000 $ - $17,501,000
Intersegment
net sales 1,178,000 - - - 1,178,000
Net income (loss) 1,189,000 (41,000) 45,000 (32,000) 1,161,000
Total assets 41,527,000 5,073,000 1,672,000 (2,725,000) 45,547,000
Six Months Ended
March 31, 2000 U.S. U.K. Other Consolid. Totals
- ------------------- ---------- --------- --------- ---------- -------
Net sales to
external customers $30,059,000 $4,898,000 $2,010,000 $ - $36,967,000
Intersegment
net sales 3,545,000 - 264,000 - 3,809,000
Net income (loss) 441,000 105,000 (169,000) (106,000) 271,000
Total assets 48,962,000 6,325,000 2,698,000 (3,664,000) 54,321,000
Six Months Ended
March 31, 1999 U.S. U.K. Other Consolid. Totals
- ------------------- ---------- ---------- --------- ---------- -------
Net sales to
external customers $29,793,000 $3,716,000 $1,119,000 $ - $34,628,000
Intersegment
net sales 2,228,000 - - - 2,228,000
Net income (loss) 2,231,000 (11,000) 31,000 (30,000) 2,221,000
Total assets 41,527,000 5,073,000 1,672,000 (2,725,000) 45,547,000
The consolidating segment above includes the elimination and consolidation of
intersegment transactions.
Note 5: Investment in Affiliate
The Company has a 30% ownership interest in Chun Shin Electronics, Inc. (CSE), a
South Korean company which manufactures and assembles certain of the Company's
products. The Company has not recognized its interest in the accumulated
earnings of CSE since it does not have any control over its operations and does
not have the ability to repatriate any of its accumulated earnings. Net assets
of CSE were approximately $3.3 million at September 30, 1999. See "Management's
Discussion and Analysis."
-8-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
Results of Operations
Three Months Ended March 31, 2000 Compared with March 31, 1999
Net sales for the quarter ended March 31, 2000 were $17.4 million compared with
$17.5 million in the year ago period. Domestic sales decreased $1.2 million or
9% to $12.6 million, due in part to decreased system sales supplied under a
contract with the U.S. Postal Service. International sales increased $1.2
million or 32% to $4.8 million. Sales for the current quarter were affected by a
technical problem associated with a new product line as reported in the previous
quarter ended December 31, 1999.
Gross profit margins for the second quarter of 2000 decreased to 32.3% compared
with 34.8% in the year ago period as a result of lower selling prices and the
effect of lower than anticipated sales to fixed production overhead.
Operating expenses for the second quarter of 2000 were $5.1 million or 29.5% of
net sales compared with $4.2 million or 23.8% of net sales in the year ago
period. The increase in operating expenses was principally the result of
additional sales, sales support and product development personnel.
Operating income decreased to $.5 million for the second quarter of 2000
compared with $1.9 million in the year ago period principally as a result of the
decrease in gross profit and increase in operating expenses as discussed above.
Interest expense increased to $206,000 for the second quarter of 2000 compared
with $149,000 in the year ago period principally as a result of an increase in
bank borrowings.
Income tax expense was $101,000 for the second quarter of 2000 compared with
$650,000 in the year ago period.
As a result of the foregoing, net income decreased to $186,000 for the second
quarter of 2000 compared with $1.2 million for the year ago period.
-9-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
Results of Operations
Six Months Ended March 31, 2000 Compared with March 31, 1999
Net sales for the six months ended March 31, 2000 increased $2.3 million or 7%
to $37.0 million compared with $34.6 million in the year ago period. Domestic
sales for the first six months of 2000 were $27.5 million compared with $27.0
million in the prior year period. International sales increased $2.0 million or
26% to $9.5 million. The backlog of unfilled orders was $8.9 million at March
31, 2000 compared with $14.0 million at March 31, 1999.
Gross profit margins for the first six months of 2000 decreased to 29.8%
compared with 34.5% in the year ago period. The margin decline was principally
attributable to a first quarter warranty charge of $1.3 million for costs
incurred and estimated costs as a result of a technical problem associated with
a new product line. In addition, margins were impacted by lower selling prices.
Operating expenses for the first six months of 2000 were $10.3 million or 27.7%
of net sales compared with $8.2 million or 23.8% of net sales in the year ago
period. The increase in operating expenses was principally the result of
additional sales, sales support and product development personnel.
Operating income decreased to $.8 million for the first six months of 2000
compared with $3.7 million in the year ago period principally as a result of a
decrease in gross profit resulting from the $1.3 million warranty charge and
increased operating expenses.
Interest expense increased to $372,000 for the first six months of 2000 compared
with $302,000 in the year ago period principally as a result of an increase in
bank borrowings.
Income tax expense was $147,000 for the first six months of 2000 compared with
$1,285,000 in the year ago period.
As a result of the foregoing, net income decreased to $271,000 for the first six
months of 2000 compared with $2.2 million for the year ago period.
-10-
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
Liquidity and Financial Condition
- ---------------------------------
Net cash used in operating activities was $3.7 million for the first six months
of 2000 due primarily to an increase in accounts receivable of $2.4 million as a
result of a general slowdown in collections and an increase in inventory of $1.8
million related to new product line production. Net cash used in investing
activities was $1.0 million for the first six months of 2000 due principally to
capital expenditures related to the expansion of the Company's principal
operating facility. Net cash provided by financing activities was $3.9 million,
which included $3.0 million of borrowings under the Company's U.S. revolving
credit agreement and $1.2 million of proceeds from a mortgage loan used to
finance the facility expansion. As a result of the foregoing, cash decreased by
$.8 million for the first six months of 2000 after the nominal effect of
exchange rate changes on the cash position of the Company.
The Company has a $9.5 million revolving credit facility with a bank which
expires in July 2002. Borrowings under the facility bear interest at the bank's
prime rate minus 2% or, at the Company's option, LIBOR plus 90 basis points
(7.00% and 7.03%, respectively, at March 31, 2000). At March 31, 2000,
outstanding borrowings under this facility were $3.0 million. The agreement
contains restrictive covenants which, among other things, require the Company to
maintain certain levels of earnings and ratios of debt service coverage and debt
to tangible net worth.
The Company also maintains a bank overdraft facility of 600,000 Pounds Sterling
(approximately $1.0 million) in the U.K. to support local working capital
requirements of Vicon Industries Limited. At March 31, 2000, outstanding
borrowings under this facility were approximately $644,000.
In October 1999, the Company entered into a $1.2 million mortgage loan agreement
with its bank to finance the expansion of its principal operating facility. The
loan is payable in equal monthly principal installments through January 2008,
with a $460,000 payment due at the end of the term. The loan bears interest at
the bank's prime rate minus 160 basis points or, at the Company's option, LIBOR
plus 100 basis points (7.40% and 7.13%, respectively, at March 31, 2000) and
contains the same covenants as included in the existing mortgage loans.
The Company believes that cash flow from operations and funds available under
its credit agreements will be sufficient to meet its anticipated operating,
capital expenditures and debt service requirements for at least the next twelve
months.
Certain Related Party Transactions
- ----------------------------------
The Company is substantially dependent upon certain outside suppliers to
manufacture and assemble its products. During the six months ended March 31,
2000, approximately $3.0 million or 14% of the Company's purchases of components
and finished products were supplied indirectly from CSE, a 30% owned South
Korean company (see Note 5). The Company has no control over the operations of
CSE and its relationship with this investee is strictly that of a buyer and
supplier dealing with each other at arm's length. Although the Company believes
that the principal portion of components and products supplied by CSE could in
time be sourced through alternative suppliers at prices comparable to those paid
to CSE, the immediate loss of CSE or any other significant supplier for any
reason would impair the Company's ability to meet its obligations to customers
and would have a material adverse effect on the Company's business.
-11-
<PAGE>
Gross profit margins attributable to sales of CSE sourced products are generally
comparable with the margins reported in the accompanying consolidated statements
of operations.
Year 2000
- ---------
The Company's software-based products have been tested for year 2000 compliance
and the Company believes that such products are year 2000 compatible. With
respect to its own computer operating systems, the Company has upgraded its
principal operating computer software to the most recent available revisions
sold by its software suppliers, which the suppliers have represented to be year
2000 compliant. It is possible that certain computer systems or software
products of the Company's customers or suppliers may experience year 2000
problems and that such problems could adversely affect the Company. Should the
Company's suppliers fail to achieve year 2000 compliance, the supply of product
to the Company may be interrupted resulting in possible lost revenue to the
Company due to its inability to supply finished product to its customers. If
such interruptions were prolonged, it could have a material adverse effect on
the Company.
To date, the Company has not encountered any significant effects of the Year
2000 problem either internally or with third parties. This does not guarantee
that problems will not occur in the future or have not yet been detected.
"Safe" Harbor Statement under the Private Securities Litigation Reform Act of
- -----------------------------------------------------------------------------
1995
- ----
Statements in this Report on Form 10-Q and other statements made by the Company
or its representatives that are not strictly historical facts including, without
limitation, statements included herein under the captions "Results of
Operations", "Liquidity and Financial Condition", "Certain Related Party
Transactions" and "Year 2000" are "forward-looking" statements within the
meaning of the Private Securities Litigation Reform Act of 1995 that should be
considered as subject to the many risks and uncertainties that exist in the
Company's operations and business environment. The forward-looking statements
are based on current expectations and involve a number of known and unknown
risks and uncertainties that could cause the actual results, performance and/or
achievements of the Company to differ materially from any future results,
performance or achievements, express or implied, by the forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, and that in light of the significant uncertainties
inherent in forward-looking statements, the inclusion of such statements should
not be regarded as a representation by the Company or any other person that the
objectives or plans of the Company will be achieved. The Company also assumes no
obligation to update its forward-looking statements or to advise of changes in
the assumptions and factors on which they are based.
-12-
<PAGE>
PART II
ITEM 1 - LEGAL PROCEEDINGS
- ------ -----------------
The Company has no material outstanding litigation.
ITEM 2 - CHANGES IN SECURITIES
- ------ ---------------------
None
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
- ------ -------------------------------
None
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------ ---------------------------------------------------
The Company's annual meeting was held on April 20, 2000.
The following directors were elected at the meeting:
Peter F. Neumann
Kazuyoshi Sudo
The terms of the following directors continued after the meeting:
Chu S. Chun
Kenneth M. Darby
Milton F. Gidge
W. Gregory Robertson
Arthur D. Roche
The matters voted upon at the meeting and the results of each vote were
as follows:
Nominees for
Directors: For Against
Mr. Neumann 4,121,757 27,734
Mr. Sudo 4,126,107 23,384
Ratification of Auditors 4,058,599 40,796
ITEM 5 - OTHER INFORMATION
- ------ -----------------
None
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
- ------ --------------------------------
No Form 8-K was required to be filed during the current quarter.
-13-
<PAGE>
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
May 15, 2000
--------------------------------
VICON INDUSTRIES, INC.
- --------------------------- --------------------------------
Kenneth M. Darby John M. Badke
Chairman and Vice President, Finance
Chief Executive Officer Chief Financial Officer
-14-
<PAGE>
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
May 15, 2000
VICON INDUSTRIES, INC.
-----------------------------
VICON INDUSTRIES, INC.
Kenneth M. Darby John M. Badke
- --------------------------- -----------------------------
Kenneth M. Darby John M. Badke
Chairman and Vice President, Finance
Chief Executive Officer Chief Financial Officer
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS
<FISCAL-YEAR-END> SEP-30-2000 SEP-30-2000
<PERIOD-END> MAR-31-2000 MAR-31-2000
<CASH> 1,185,372 1,185,372
<SECURITIES> 0 0
<RECEIVABLES> 19,505,299 19,505,299
<ALLOWANCES> (949,824) (949,824)
<INVENTORY> 23,122,691 23,122,691
<CURRENT-ASSETS> 42,863,538 42,863,538
<PP&E> 18,394,796 18,394,796
<DEPRECIATION> (6,936,969) (6,936,969)
<TOTAL-ASSETS> 54,321,365 54,321,365
<CURRENT-LIABILITIES> 10,158,200 10,158,200
<BONDS> 11,270,265 11,270,265
0 0
0 0
<COMMON> 46,767 46,767
<OTHER-SE> 32,846,133 32,846,133
<TOTAL-LIABILITY-AND-EQUITY> 54,321,365 54,321,365
<SALES> 17,442,343 36,966,813
<TOTAL-REVENUES> 17,442,343 36,966,813
<CGS> 11,816,443 25,950,649
<TOTAL-COSTS> 11,816,443 25,950,649
<OTHER-EXPENSES> 5,072,664 10,106,195
<LOSS-PROVISION> 60,000 120,000
<INTEREST-EXPENSE> 206,269 372,356
<INCOME-PRETAX> 286,967 417,613
<INCOME-TAX> 101,000 147,000
<INCOME-CONTINUING> 185,967 270,613
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 185,967 270,613
<EPS-BASIC> .04 .06
<EPS-DILUTED> .04 .06
</TABLE>
