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 June 30, 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 June 30, 2000, the registrant had outstanding 4,625,074 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
6/30/00 6/30/99
Net sales............................. $19,123,105 $19,493,092
Cost of sales......................... 12,779,465 12,665,417
----------- -----------
Gross profit........................ 6,343,640 6,827,675
Operating expenses:
Selling expense................... 3,411,644 2,855,278
General & administrative expense.. 1,059,265 1,088,988
Engineering & development expense. 938,503 666,886
---------- ----------
5,409,412 4,611,152
---------- ----------
Operating income.................... 934,228 2,216,523
Interest expense...................... 215,854 143,192
Interest income....................... (17,970) (32,519)
----------- -----------
Income before income taxes........ 736,344 2,105,850
Income tax expense.................... 258,000 760,000
----------- ------------
Net income........................ $ 478,344 $ 1,345,850
=========== ============
Earnings per share:
Basic $ .10 $ .30
=== ===
Diluted $ .10 $ .28
=== ===
Shares used in computing earnings per share:
Basic 4,603,610 4,527,006
Diluted 4,654,713 4,733,794
See Notes to (Condensed) Consolidated Financial Statements.
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<PAGE>
VICON INDUSTRIES, INC. AND SUBSIDIARIES
(CONDENSED) CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Nine Months Ended
6/30/00 6/30/99
Net sales............................. $56,089,919 $54,121,434
Cost of sales......................... 38,730,115 35,305,042
----------- -----------
Gross profit........................ 17,359,804 18,816,392
Operating expenses:
Selling expense................... 9,799,421 8,062,212
General & administrative expense.. 3,159,275 2,897,151
Engineering & development expense. 2,704,476 1,921,959
---------- ----------
15,663,172 12,881,322
---------- ----------
Operating income.................... 1,696,632 5,935,070
Interest expense...................... 588,210 445,578
Interest income....................... (45,535) (122,835)
----------- -----------
Income before income taxes........ 1,153,957 5,612,327
Income tax expense.................... 405,000 2,045,000
----------- ------------
Net income........................ $ 748,957 $ 3,567,327
=========== ============
Earnings per share:
Basic $ .16 $ .79
=== ===
Diluted $ .16 $ .76
=== ===
Shares used in computing earnings per share:
Basic 4,592,178 4,503,237
Diluted 4,675,638 4,712,921
See Notes to (Condensed) Consolidated Financial Statements.
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<PAGE>
VICON INDUSTRIES, INC. AND SUBSIDIARIES
(CONDENSED) CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
ASSETS 6/30/00 9/30/99
CURRENT ASSETS
Cash............................................ $ 798,381 $ 1,998,767
Accounts receivable (less allowance
of $1,005,000 at June 30, 2000 and
$818,000 at September 30, 1999)............... 18,982,092 13,771,411
Inventories:
Parts, components, and materials.............. 3,655,557 2,647,781
Work-in-process............................... 4,256,105 5,298,862
Finished products............................. 13,482,194 13,381,900
----------- -----------
21,393,856 21,328,543
Deferred income taxes........................... 1,912,999 1,303,791
Prepaid expenses................................ 448,945 630,716
----------- -----------
TOTAL CURRENT ASSETS............................ 43,536,273 39,033,228
--------------------
Property, plant and equipment................... 15,651,197 14,540,426
Less accumulated depreciation and amortization.. (7,170,121) (6,486,937)
----------- -----------
8,481,076 8,053,489
Goodwill, net of accumulated amortization....... 1,685,650 1,768,056
Deferred income taxes........................... 465,154 264,218
Other assets.................................... 724,305 780,028
----------- -----------
TOTAL ASSETS.................................... $54,892,458 $49,899,019
------------ =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Borrowings under revolving credit agreement..... $ 502,790 $ 374,806
Current maturities of long-term debt............ 1,304,923 1,212,316
Accounts payable................................ 4,053,784 4,022,892
Accrued compensation and employee benefits...... 1,587,051 2,233,441
Accrued expenses................................ 1,870,335 1,749,395
Unearned service revenue........................ 698,081 224,711
Income taxes payable............................ 162,684 167,013
---------- ----------
TOTAL CURRENT LIABILITIES 10,179,648 9,984,574
-------------------------
Long-term debt.................................. 8,901,954 5,798,641
Unearned service revenue........................ 1,786,530 639,169
Other long-term liabilities..................... 665,071 728,284
SHAREHOLDERS' EQUITY
Common stock, par value $.01.................... 47,106 46,547
Capital in excess of par value.................. 21,464,987 21,343,676
Retained earnings............................... 12,600,046 11,851,089
------------ -----------
34,112,139 33,241,312
Less treasury stock, at cost.................... (555,097) (508,745)
Accumulated other comprehensive income (loss)... (197,787) 15,784
------------ -----------
TOTAL SHAREHOLDERS' EQUITY 33,359,255 32,748,351
-------------------------- ------------ -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY...... $54,892,458 $49,899,019
------------------------------------------ ============ ===========
See Notes to (Condensed) Consolidated Financial Statements.
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<PAGE>
VICON INDUSTRIES, INC. AND SUBSIDIARIES
(CONDENSED) CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended
6/30/00 6/30/99
Cash flows from operating activities:
Net income..................................... $ 748,957 $ 3,567,327
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization................ 904,382 644,736
Deferred income taxes........................ (810,144) (354,000)
Change in assets and liabilities:
Accounts receivable........................ (5,459,862) (1,784,180)
Inventories................................ (174,739) (3,440,603)
Prepaid expenses........................... 172,468 (63,818)
Other assets............................... (16,557) (136,897)
Accounts payable........................... 45,794 281,570
Accrued compensation and employee benefits. (639,238) 37,302
Accrued expenses........................... 144,108 401,591
Unearned service revenue................... 1,620,731 -
Income taxes payable....................... 5,544 (263,971)
Other liabilities.......................... (63,213) 278,199
------------ ------------
Net cash used in operating activities..... (3,521,769) (832,744)
------------ ------------
Cash flows from investing activities:
Capital expenditures, net of
minor disposals............................ (1,295,615) (724,433)
------------ ------------
Net cash used in investing activities..... (1,295,615) (724,433)
------------ ------------
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................. 164,769 (17,824)
Proceeds from mortgage loan.................. 1,200,000 -
Proceeds from exercise of stock options...... 75,517 165,428
Repayments of U.S. term loan................. (675,000) (675,000)
Repayments of other debt..................... (282,412) (204,842)
------------ ------------
Net cash provided by (used in)
financing activities................... 3,482,874 (732,238)
------------ ------------
Effect of exchange rate changes on cash.......... 134,124 (36,012)
------------ ------------
Net decrease in cash............................. (1,200,386) (2,325,427)
Cash at beginning of year........................ 1,998,767 4,854,557
------------ ------------
Cash at end of period............................ $ 798,381 $ 2,529,130
============ ------------
See Notes to (Condensed) Consolidated Financial Statements.
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<PAGE>
VICON INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO (CONDENSED) CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
June 30, 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 nine months ended June 30, 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 nine month periods
ended June 30, 2000 and 1999:
Three Months Nine Months
Ended June 30, Ended June 30,
2000 1999 2000 1999
(Unaudited) (Unaudited)
Basic EPS Computation
Net income.................. $ 478,344 $1,345,850 $ 748,957 $3,567,327
Weighted average
shares outstanding......... 4,603,610 4,527,006 4,592,178 4,503,237
Basic earnings per share.... $ .10 $ .30 $ .16 $ .79
========== ========== ---------- ==========
Diluted EPS Computation
Net income.................. $ 478,344 $1,345,850 $ 748,957 $3,567,327
Weighted average
shares outstanding....... 4,603,610 4,527,006 4,592,178 4,503,237
Stock options............. 51,103 190,350 81,446 197,452
Stock compensation
arrangement.............. - 16,438 2,014 12,232
---------- ---------- ---------- ----------
Diluted shares outstanding.. 4,654,713 4,733,794 4,675,638 4,712,921
Diluted earnings per share.. $ .10 $ .28 $ .16 $ .76
========== ========== ========== ==========
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<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 nine month periods ended June 30, 2000 and 1999 was as
follows:
Three Months Nine Months
Ended June 30, Ended June 30,
2000 1999 2000 1999
(Unaudited) (Unaudited)
Net income................ $ 478,344 $1,345,850 $ 748,957 $3,567,327
Other comprehensive income (loss), net of tax:
Change in equity due to
foreign currency
translation adjustments. (81,669) 1,067 (213,571) (282,664)
---------- ---------- ---------- ----------
Comprehensive income...... $ 396,675 $1,346,917 $ 535,386 $3,284,663
========== ========== ========== ==========
Note 4: Segment and Related Information
The Financial Accounting Standards Board Statement of Financial Accounting
Standards (SFAS) No. 131, "Disclosures About Segments of an Enterprise and
Related Information" 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 nine month periods ended
June 30, 2000 and 1999 was as follows:
Three Months Ended
June 30, 2000 U.S. U.K. Other Consolid. Totals
------------------- ---------- --------- --------- ---------- -------
Net sales to
external customers $14,527,000 $3,314,000 $1,282,000 $ - $19,123,000
Intersegment
net sales 1,253,000 - 7,000 - 1,260,000
Net income (loss) 489,000 188,000 (162,000) (37,000) 478,000
Total assets 49,479,000 6,216,000 2,482,000 (3,285,000) 54,892,000
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<PAGE>
Three Months Ended
June 30, 1999 U.S. U.K. Other Consolid. Totals
------------------- ---------- ---------- --------- ---------- -------
Net sales to
external customers $16,600,000 $2,593,000 $ 300,000 $ - $19,493,000
Intersegment
net sales 1,590,000 - - - 1,590,000
Net income (loss) 1,273,000 171,000 (95,000) (3,000) 1,346,000
Total assets 43,485,000 5,363,000 1,672,000 (2,981,000) 47,539,000
Nine Months Ended
June 30, 2000 U.S. U.K. Other Consolid. Totals
------------------- ---------- --------- --------- ---------- -------
Net sales to
external customers $44,586,000 $8,212,000 $3,292,000 $ - $56,090,000
Intersegment
net sales 4,799,000 - 271,000 - 5,070,000
Net income (loss) 930,000 293,000 (330,000) (144,000) 749,000
Total assets 49,479,000 6,216,000 2,482,000 (3,285,000) 54,892,000
Nine Months Ended
June 30, 1999 U.S. U.K. Other Consolid. Totals
------------------- ---------- ---------- --------- ---------- -------
Net sales to
external customers $46,392,000 $6,310,000 $1,419,000 $ - $54,121,000
Intersegment
net sales 3,819,000 - - - 3,819,000
Net income (loss) 3,504,000 160,000 (64,000) (33,000) 3,567,000
Total assets 43,485,000 5,363,000 1,672,000 (2,981,000) 47,539,000
The consolidating segment above includes the elimination and consolidation of
intersegment transactions.
Note 5: Investment in Affiliate
At June 30, 2000, the Company had a 29% ownership interest in Chun Shin
Electronics, Inc. (CSE), a South Korean company which, among other things,
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 $6.6
million at March 31, 2000.
In July 2000, CSE completed an initial public offering of approximately 1.4
million shares of its stock in South Korea. The Company's ownership interest was
then reduced to approximately 21%, which represents an approximate $3.2 million
market value based upon the initial offering price. In the September 30, 2000
quarter, the Company plans to implement Statement of Financial Accounting
Standards (SFAS) No. 115, "Accounting for Certain Investments in Debt and Equity
Securities", which requires that such marketable equity securities be adjusted
to market value at the end of each accounting period. Unrealized market value
gains and losses on securities are charged or credited to a separate component
of shareholders' equity unless they are classified for short-term trade, in
which case such gains and losses are charged to earnings. The Company
anticipates that its investment in CSE marketable securities will be classified
as "available-for-sale" securities.
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
Results of Operations
Three Months Ended June 30, 2000 Compared with June 30, 1999
Net sales for the quarter ended June 30, 2000 were $19.1 million compared with
$19.5 million in the year ago period. Domestic sales decreased $1.9 million or
13% to $13.5 million due in part to lower system sales to the U.S. Postal
Service. International sales increased $1.5 million or 38% to $5.6 million due
to increased sales efforts within new international markets.
Gross profit margins for the third quarter of 2000 decreased to 33.2% compared
with 35.0% in the year ago period principally as a result of lower selling
prices.
Operating expenses for the third quarter of 2000 were $5.4 million or 28.3% of
net sales compared with $4.6 million or 23.7% 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 $934,000 for the third quarter of 2000 compared
with $2.2 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 $216,000 for the third quarter of 2000 compared
with $143,000 in the year ago period principally as a result of an increase in
bank borrowings.
Income tax expense was $258,000 for the third quarter of 2000 compared with
$760,000 in the year ago period.
As a result of the foregoing, net income decreased to $478,000 for the third
quarter of 2000 compared with $1.3 million for the year ago period.
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
Results of Operations
Nine Months Ended June 30, 2000 Compared with June 30, 1999
Net sales for the nine months ended June 30, 2000 increased $2.0 million or 4%
to $56.1 million compared with $54.1 million in the year ago period. Domestic
sales decreased $1.5 million or 4% to $40.9 million. International sales
increased $3.5 million or 30% to $15.2 million due to increased sales efforts
within new international markets. The backlog of unfilled orders was $8.7
million at June 30, 2000 compared with $13.3 million at June 30, 1999.
Gross profit margins for the first nine months of 2000 decreased to 31.0%
compared with 34.8% in the year ago period. The margin decline was attributable
to a $1.3 million first quarter warranty charge relating to a technical problem
associated with a new product line and lower selling prices.
Operating expenses for the first nine months of 2000 were $15.7 million or 27.9%
of net sales compared with $12.9 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 $1.7 million for the first nine months of 2000
compared with $5.9 million in the year ago period principally as a result of a
decrease in gross profit and increased operating expenses.
Interest expense increased to $588,000 for the first nine months of 2000
compared with $446,000 in the year ago period principally as a result of an
increase in bank borrowings.
Income tax expense was $405,000 for the first nine months of 2000 compared with
$2,045,000 in the year ago period.
As a result of the foregoing, net income decreased to $749,000 for the first
nine months of 2000 compared with $3.6 million for the year ago period.
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
Liquidity and Financial Condition
Net cash used in operating activities was $3.5 million for the first nine months
of 2000 due primarily to an increase in accounts receivable of $5.5 million,
offset by a $1.6 million increase in unearned service revenue billings under a
contract with the U.S. Postal Service. The accounts receivable increase was due
to an increase in current end of quarter sales compared with the year end
quarter and a general slowdown in collections. Net cash used in investing
activities was $1.3 million for the first nine months of 2000 due principally to
capital expenditures, including the expansion of the Company's principal
operating facility. Net cash provided by financing activities was $3.5 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, offset by scheduled debt repayments. As a result
of the foregoing, cash decreased by $1.2 million for the first nine months of
2000 after the 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
(7.50% and 7.67%, respectively, at June 30, 2000). At June 30, 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 $900,000) in the U.K. to support local working capital
requirements of Vicon Industries Limited. At June 30, 2000, outstanding
borrowings under this facility were approximately $503,000.
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 (7.90% and 7.77%, respectively, at June 30, 2000) and
contains the same covenants as included in the previously 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 nine months ended June 30,
2000, approximately $4.0 million or 13% of the Company's purchases of components
and finished products were supplied indirectly from CSE, a 21% 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.
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<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.
"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" and "Certain Related Party
Transactions" 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.
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<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
None
ITEM 5 - OTHER INFORMATION
None
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
Exhibit
Number Description
10 Material Contracts
(.1) Advice of Borrowing Terms between the Registrant and National
Westminster Bank PLC dated March 13, 2000.
No Form 8-K was required to be filed during the current quarter.
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<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.
August 11, 2000
-------------------------------
VICON INDUSTRIES, INC.
-------------------------- --------------------------------
Kenneth M. Darby John M. Badke
Chairman and Vice President, Finance
Chief Executive Officer Chief Financial Officer
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<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.
August 11, 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
