<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
Commission File Number 0-11057
VICON FIBER OPTICS CORP.
(Exact name of small business issuer as specified in its charter)
Delaware 13-2615925
(State of Incorporation) (IRS Employer Identification No.)
90 Secor Lane, Pelham Manor, NY 10803
(Address of principal executive offices)
Issuer's telephone number (914)-738-5006
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15 (d) of the Exchange Act during the past 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 [ ]
The number of shares outstanding of each of the issuers classes of common
equity, as the latest practicable date is:
Common Stock, $.01 per value 8,529,069 Shares outstanding at
June 30, 1998
<PAGE>
PART I
ITEM 1
VICON FIBER OPTICS CORP.
FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 1998
<PAGE>
VICON FIBER OPTICS CORP.
TABLE OF CONTENTS
JUNE 30, 1998
<TABLE>
<CAPTION> <CAPTION
PART I. FINANCIAL INFORMATION >
PAGE NO.
<S> <C>
Item 1. Financial Statements
Balance Sheets as of June 30, 1998 1-2
and December 31, 1997
Statements of Operations For the Three and 3
Six Months Ended June 30, 1998 and 1997
Statements of Cash Flows For the Six Months 4
Ended June 30, 1998 and 1997
Notes to Financial Statements 5
Item 2. Management's Discussion and Analysis 6
of Financial Condition and Results of Operations
PART II
Item 1-5 not applicable, Item 6 7
</TABLE>
<PAGE>
VICON FIBER OPTICS CORP.
BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION> <CAPTION>
JUNE 30, 1998 DECEMBER 31,
(UNAUDITED) 1997
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $657,836 $834,169
Accounts receivable - net of 605,745 980,083
allowance for uncollectible
accounts
Inventories (Note 2) 1,523,330 1,276,524
Prepaid expenses and other current 3,909 19,034
assets
Deferred income taxes 31,844 34,254
---------- ----------
Total Current Assets 2,822,664 3,144,064
---------- ----------
PROPERTY, PLANT AND EQUIPMENT -
net of accumulated depreciation
and amortization 449,012 412,966
---------- ----------
OTHER ASSETS:
Excess of cost over net assets of
businesses acquired 278,727 284,767
Investment in joint venture 26,515 26,515
Deposits 4,487 4,487
Cash surrender value of life
insurance contract 68,207 60,764
---------- ----------
Total Other Assets 377,936 376,533
---------- ----------
TOTAL ASSETS: 3,649,612 $3,933,563
========== ==========
</TABLE>
See Notes To Financial Statements
<PAGE>
VICON FIBER OPTICS CORP.
BALANCE SHEETS
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION> <CAPTION>
JUNE 30, 1998 DECEMBER 31,
(UNAUDITED) 1997
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable and accrued expenses $272,601 $ 362,095
Income taxes payable 87,307 250,591
Current portion of long-term debt 38,550 73,550
----------- ----------
Total Current Liabilities 398,458 686,236
LONG-TERM DEBT 189,567 234,473
Deferred income tax payable 33,330 47,347
----------- ----------
TOTAL LIABILITIES 621,355 968,056
----------- ----------
SHAREHOLDERS' EQUITY:
Common stock - authorized 20,000,000
shares,
$.01 par value, issued and outstanding 85,290 85,290
8,529,069 shares
Additional paid-in capital 5,972,038 5,972,038
Deficit (3,029,071) (3,091,821)
---------- ----------
Total Shareholders' Equity 3,028,257 2,965,507
--------- ---------
TOTAL LIABILITIES AND SHAREHOLDERS' $3,649,612 $3,933,563
EQUITY
========== ==========
</TABLE>
See Notes To Financial Statements
<PAGE>
VICON FIBER OPTICS CORP.
STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION> <CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30 JUNE 30
1998 1997 1998 1997
<S> <C> <C> <C> <C>
SALES $686,277 $745,397 $1,438,447 $1,308,699
COST OF GOODS SOLD 402,523 431,144 848,753 753,441
------- ------- --------- ---------
GROSS MARGIN 283,754 314,253 589,694 555,258
OTHER COSTS (INCOME) AND
EXPENSES:
Selling, general and
administrative expenses 214,132 201,206 432,560 375,428
Research and development 28,267 22,976 39,818 34,971
Interest expense 9,051 13,846 19,761 28,021
Interest income (8,050) (12,426) (15,301) (24,433)
------- ------- ------- -------
TOTAL OTHER COSTS (INCOME) AND 243,400 225,602 476,838 413,987
EXPENSES
INCOME BEFORE PROVISION FOR 40,354 88,651 112,856 141,271
INCOME TAXES
PROVISION FOR INCOME TAXES 18,824 29,800 50,106 53,646
(Note 3)
------ ------ ------- -------
NET INCOME $21,530 $58,851 $62,750 $87,625
======== ======== ======== ========
INCOME PER COMMON SHARE: $0.00 $0.01 $0.01 $0.01
AVERAGE NUMBER OF SHARES USED 8,944,131 8,637,400 8,773,840 8,686,503
IN COMPUTATION
</TABLE>
See Notes to Financial Statements
<PAGE>
VICON FIBER OPTICS CORP.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION> SIX MONTHS ENDED
JUNE 30
<S> <C> <C>
1998 1997
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $62,750 $87,625
Adjustments to reconcile net income to
net cash provided by (used in) operating
activities:
Depreciation and amortization 36,040 32,040
(Increase) decrease in accounts receivable 374,338 (109,228)
(Increase) decrease in inventory (246,806) (177,699)
(Increase) decrease in prepaid expenses and
other current assets 15,125 13,165
Increase (decrease) in accounts payable and
accrued expenses (89,494) 87,935
Decrease in deferred income taxes 2,410 (3,639)
Increase (decrease) in deferred income taxes (14,017) 7,989
payable
Increase (decrease) in income taxes payable (163,284) (75,704)
-------- ---------
Total Adjustments (85,688) (225,141)
-------- ---------
Net Cash Provided (Used) By Operating (22,938) (137,516)
Activities
-------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to plant and equipment (66,046) (39,164)
Increase in cash surrender value of
life insurance contract (7,443) (7,043)
-------- ---------
Net Cash (Used In) Investing Activities (73,489) (46,207)
-------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt (79,906) (12,132)
Issuance of stock warrants -- 1,250
-------- ---------
Net Cash Provided By (used in) Financing (79,906) (10,882)
Activities
-------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH (176,333) (194,605)
EQUIVALENTS
CASH AND CASH EQUIVALENTS - Beginning 834,169 1,049,186
--------- ---------
CASH AND CASH EQUIVALENTS - End $657,836 $854,581
======== =========
</TABLE>
See Notes to Financial Statements
<PAGE>
VICON FIBER OPTICS CORP.
STATEMENT OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION> SIX MONTHS ENDED
JUNE 30
<S> <C> <C>
1998 1997
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION:
Cash paid during the period for:
Interest $19,761 $37,371
------- -------
Income taxes $200,000 $125,000
------- -------
</TABLE>
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
JUNE 30, 1998
NOTE 1 - BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited interim financial
statements of Vicon Fiber Optics Corp. (the company) contain all adjustments
necessary to present fairly the Company's financial position as of June 30,
1998 and December 31, 1997 and the results of operations and cash flows for the
six months ended June 30, 1998 and 1997.
The accounting policies followed by the Company are set forth in Note 1 to the
Company's financial statements included in its Annual Report on Form 10-KSB for
the year ended December 31, 1997, which is incorporated herein by reference.
NOTE 2 - INVENTORIES
The composition of inventories is:
<TABLE>
<CAPTION> JUNE 30, 1998 DECEMBER 31,
(Unaudited) 1997
<S> <C> <C>
Raw Materials $845,816 $868,648
Work-in-process 240,198 54,930
Finished goods 437,316 352,946
---------- --------
$1,523,330 $1,276,524
========== ========
</TABLE>
NOTE 3 - INCOME TAXES
Under the provisions of SFAS 109 the Company recognizes deferred tax
assets and liabilities for future tax consequences of events that have been
previously recognized in the financial statements or income tax returns.
<PAGE>
NOTE 4 - SUBSEQUENT EVENTS
A) On July 2, 1998, the Company acquired 250,000 shares of common stock
(approximately 9%) of American Entertainment Group, Inc. (AEG"), doing
business as" AnotherUniverse.com.", at $2.00 per share, for a total of
$500,000.00 in cash. The 9% interest in AEG was acquired with funds from
working capital. In addition, the Company has an option to acquire 250,000
more shares at $2.00 per share which expires September 30, 1998.
B) On July 10, 1998, The Company issued 150,000 shares of common stock to
five individuals as approved by the Board of Directors and in accordance with
the Company's 1996 Incentive Stock Option Plan for Key Employees.
ITEM 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Net Sales:
Net sales for the six months ended June 30, 1998 compared to the same
period in 1997 increased by $129,748. Management attributes this to increased
demand by the dental industry for dental equipment containing Vicon's fiber
optic components and to a larger customer base for the Fantasia lamp line.
Cost of Sales:
Cost of sales for the six months ended June 30, 1998 was 59%, compared to
58% for the same period in 1996. Management attributes this to increased demand
by the dental industry for dental equipment containing Vicon's fiber optic
components and to a larger customer base for the Fantasia lamp line.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the six months ended June
30, 1998 increased to $432,560 from $375,428 for the same period in 1997.
Management attributes this to increased marketing expenses for the Fantasia
lamp line and increased general and administrative expenses required to
administer the increased sales.
Financial Condition of the Company: The Company gauges its liquidity and
financial stability by the measurements as shown in the following table:
<TABLE>
<CAPTION> June 30 December 31
1998 1997
(Unaudited)
<S> <C> <C>
Working capital $2,424,206 $2,457,828
Current ratio 7.08 to 1 4.58 to 1
Shareholders' equity $3,028,257 $2,965,507
</TABLE>
PART II
Item 6, Exhibit 11
VICON FIBER OPTICS CORP.
COMPUTATION OF EARNINGS PER SHARE
(UNAUDITED)
<TABLE>
<CAPTION> Three Months Ended Six Months Ended
June 30, June 30,
<S> <C> <C> <C> <C>
1998 1997 1998 1997
Primary:
Average shares outstanding 8,529,069 8,515,636 8,529,069 8,515,636
Net effect of dilutive stock
options -
based on the treasury stock
method using average market 415,062 121,764 244,771 170,867
price
--------- --------- --------- ---------
TOTALS 8,944,131 8,637,400 8,773,840 8,686,503
========= ========= ========= =========
Net Income $21,530 $58,851 $62,750 $87,625
========= ========= ========= =========
Per share amount $0.00 $0.01 $0.01 $0.01
========= ========= ========= =========
</TABLE>
<PAGE>
SIGNATURE
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.
VICON FIBER OPTICS CORP.
(Registrant)
Date: August 14, 1998 /s/Leonard Scrivo
LEONARD SCRIVO,
President, Chief Executive Officer
[ARTICLE] 5
<TABLE>
<S> <C>
[PERIOD-TYPE] 6-MOS
[FISCAL-YEAR-END] DEC-31-1998
[PERIOD-END] JUN-30-1998
[CASH] 657,836
[SECURITIES] 0
[RECEIVABLES] 605,745
[ALLOWANCES] 0
[INVENTORY] 1,523,330
[CURRENT-ASSETS] 2,822,664
[PP&E] 963,264
[DEPRECIATION] 514,252
[TOTAL-ASSETS] 3,649,612
[CURRENT-LIABILITIES] 398,458
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 85,290
[OTHER-SE] 2,942,967
[TOTAL-LIABILITY-AND-EQUITY] 3,649,612
[SALES] 1,438,447
[TOTAL-REVENUES] 1,453,748
[CGS] 589,694
[TOTAL-COSTS] 589,694
[OTHER-EXPENSES] 472,378
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 19,761
[INCOME-PRETAX] 112,856
[INCOME-TAX] 50,106
[INCOME-CONTINUING] 62,750
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 62,750
[EPS-PRIMARY] 0.01
[EPS-DILUTED] 0.01
</TABLE>