VICON FIBER OPTICS CORP
10QSB, 1998-08-17
DENTAL EQUIPMENT & SUPPLIES
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<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>


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