VICON FIBER OPTICS CORP
10QSB, 1998-11-16
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 September 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 8,679,069 Shares outstanding at
          September 30, 1998
          













<PAGE>
                                     PART I
                                        
                                        
ITEM 1








                            VICON FIBER OPTICS CORP.
                                        
                              FINANCIAL STATEMENTS
                                        
                                   (UNAUDITED)
                                        
                               September 30, 1998
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
<PAGE>
                            VICON FIBER OPTICS CORP.
                                        
                                TABLE OF CONTENTS
                                        
                               SEPTEMBER 30, 1998
                                        
                                        
                                        
<TABLE>
<CAPTION>                                              <CAPTION>
PART I.  FINANCIAL INFORMATION                         PAGE NO.
                                                       
<S>                                                    <C>
Item 1.   Financial Statements                         
                                                       
Balance Sheets as of September 30, 1998                1-2
and December 31, 1997                                  
                                                       
Statements of Operations For the Three and             3
Nine Months Ended September 30, 1998 and 1997
                                                       
Statements of Cash Flows For the Nine Months           4
Ended September 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>
                                        SEPTEMBER 30, 1998   DECEMBER 31, 1997
                                            (UNAUDITED)              
<S>                                     <C>                 <C>
CURRENT ASSETS:                                                      
                                                                     
Cash and cash equivalents                          $110,397            $834,169
                                                                     
Accounts receivable - net of allowance              953,260             980,083
for uncollectible accounts
                                                                     
Inventories (Note 2)                              1,422,029           1,276,524
                                                                     
Prepaid expenses and other current                   11,311              19,034
assets
                                                                               
Deferred income taxes                                32,414              34,254
                                                                               
Deferred expenses - current portion                  56,250                 ---
                                                 ----------          ----------
                                                                               
Total Current Assets                              2,585,661           3,144,064
                                                 ----------          ----------
                                                                               
PROPERTY, PLANT AND EQUIPMENT -                                                
net of accumulated depreciation and                 455,646             412,966
amortization                                     ----------          ----------
                                                                     
OTHER ASSETS:                                                        
                                                                     
Excess of cost over net assets of                                              
businesses acquired                                 275,707             284,767
                                                                     
Investment in joint venture                          26,515              26,515
                                                                     
Investment  (Note 4)                                500,000                  --
                                                                     
Deposits                                              4,487               4,487
                                                                     
Deferred Expenses (Note 5)                           98,437                  --
                                                                     
Cash surrender value of life insurance                                         
contract                                             73,251              60,764
                                                 ----------           ---------
                                                                     
Total Other Assets                                  978,397             376,533
                                                 ----------          ----------
                                                                     
TOTAL ASSETS:                                    $4,019,704          $3,933,563
                                                 ==========          ==========
</TABLE>
                        See Notes To Financial Statements
                                        1
<PAGE>

                            VICON FIBER OPTICS CORP.
                                        
                                 BALANCE SHEETS
                                        
                                        
                                        
                      LIABILITIES AND SHAREHOLDERS' EQUITY
                                        
<TABLE>
                                            <CAPTION>          <CAPTION>
                                       SEPTEMBER 30, 1998  DECEMBER 31, 1997
                                           (UNAUDITED)
<S>                                     <C>                <C>
CURRENT LIABILITIES:                                       
                                                                           
Accounts payable and accrued expenses             $342,381         $362,095
                                                                           
Income taxes payable                               122,238          250,591
                                                                           
Current portion of long-term debt                   38,550           73,550
                                               -----------       ----------
                                                                           
Total Current Liabilities                          503,169          686,236
                                                                           
LONG-TERM DEBT                                     165,350          234,473
                                                                           
Deferred income tax payable                         31,074           47,347
                                               -----------       ----------
                                                                           
TOTAL LIABILITIES                                  699,593          968,056
                                               -----------       ----------
                                                                           
SHAREHOLDERS' EQUITY:                                                      
                                                                           
Common stock - authorized 20,000,000                                       
shares, $.01 par value, issued and                                         
outstanding 8,679,069 shares and
8,529,069 respectively                              86,790           85,290
                                                                           
Additional paid-in capital                       6,139,288        5,972,038
                                                                           
Deficit                                        (2,905,967)      (3,091,821)
                                                ----------       ----------
                                                                           
Total Shareholders' Equity                       3,320,111        2,965,507
                                                 ---------        ---------
                                                                           
TOTAL LIABILITIES AND SHAREHOLDERS'             $4,019,704       $3,933,563
EQUITY
                                                ==========       ==========
</TABLE>




                        See Notes To Financial Statements
                                        
                                        
                                        2
<PAGE>
                            VICON FIBER OPTICS CORP.
                                        
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                                        
                                        
<TABLE>
                                          <CAPTION>               <CAPTION>
                                     THREE MONTHS ENDED       NINE MONTHS ENDED
                                        SEPTEMBER 30            SEPTEMBER 30
                                         1998        1997        1998        1997
<S>                                 <C>         <C>         <C>         <C>
SALES                                $1,056,972  $1,250,678  $2,495,419  $2,559,377
                                                                                   
COST OF GOODS SOLD                      660,476     731,167   1,509,229   1,484,608
                                        -------     -------   ---------   ---------
                                                                                   
GROSS MARGIN                            396,496     519,511     986,190   1,074,769
                                                                                   
OTHER COSTS (INCOME) AND EXPENSES:                                                 
Selling, general and                                                               
administrative expenses                 220,105     195,872     652,665     571,300
Research and development                 13,514      17,771      53,332      52,742
Interest expense                         11,561      12,250      31,322      40,271
Interest income                         (3,893)    (11,069)    (19,194)    (35,502)
                                        -------     -------     -------     -------
TOTAL OTHER COSTS (INCOME) AND          241,287     214,824     718,125     628,811
EXPENSES
                                                                                   
INCOME BEFORE PROVISION FOR INCOME      155,209     304,687     268,065     445,958
TAXES
                                                                                   
PROVISION FOR INCOME TAXES (Note 3)      32,105     125,644      82,211     179,290
                                         ------      ------     -------     -------
NET INCOME                             $123,104    $179,043    $185,854    $266,668
                                                           
                                       ========    ========    ========    ========
                                                                                   
                                                                                   
                                                                                   
INCOME PER COMMON SHARE:                   $.01        $.02       $.02        $.03
                                                                                   
                                                                                   
AVERAGE NUMBER OF SHARES USED IN     $8,806,730  $8,794,529  $8,804,152  $8,728,052
COMPUTATION
</TABLE>
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                        See Notes to Financial Statements
                                        
                                        
                                        3
                                        
                                        
<PAGE>
                            VICON FIBER OPTICS CORP.
                                        
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                        
                                        
<TABLE>
<CAPTION>                                                 NINE MONTHS ENDED
                                                            SEPTEMBER 30
<S>                                                    <C>         <C>
                                                          1998        1997
CASH FLOWS FROM OPERATING ACTIVITIES:                                   
                                                                        
Net Income                                                $185,854    $266,268
Adjustments to reconcile net income to net cash                               
provided by (used in) operating activities:                                   
Depreciation and amortization                               54,060      48,060
(Increase) decrease in accounts receivable                  26,823   (733,528)
(Increase) decrease in inventory                         (145,505)   (349,897)
(Increase) decrease in prepaid expenses and other                             
current assets                                               7,723      12,634
Increase (decrease) in accounts payable and                                   
accrued expenses                                          (19,714)     344,842
Decrease in deferred income taxes                            1,840       8,345
Capital stock issued for expenses                           14,063          --
Increase (decrease) in deferred income taxes payable      (16,273)          --
Increase  (decrease) in income taxes payable             (128,353)      45,948
                                                          --------    --------
Total Adjustments                                        (205,336)   (623,596)
                                                          --------    --------
                                                                              
Net Cash Provided (Used) By Operating Activities          (19,482)   (357,328)
                                                          --------    --------
                                                                              
CASH FLOWS FROM INVESTING ACTIVITIES:                                         
                                                                              
Additions to plant and equipment                          (87,680)    (62,168)
Increase in cash surrender value of                                           
life insurance contract                                   (12,487)    (10,965)
Issuance of stock option for cash                               --       1,250
Investment (Note 4)                                      (500,000)          --
                                                          --------    --------
Net Cash (Used In) Investing Activities                  (600,167)    (71,883)
                                                          --------    --------
                                                                              
CASH FLOWS FROM FINANCING ACTIVITIES:                                         
                                                                              
Repayment of long-term debt                              (104,123)    (43,545)
Net Cash Provided By (used in) Financing Activities      (104,123)    (43,545)
                                                          --------    --------
                                                                              
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     (723,772)   (472,756)
                                                                              
CASH AND CASH EQUIVALENTS - Beginning                      834,169   1,049,186
                                                         ---------   ---------
                                                                              
CASH AND CASH EQUIVALENTS - End                           $110,397    $576,430
                                                          ========    ========
</TABLE>
                                        
                        See Notes to Financial Statements
                                        
                                        4
<PAGE>

                            VICON FIBER OPTICS CORP.
                                        
                             STATEMENT OF CASH FLOWS
                                        
                                   (UNAUDITED)
                                        
                                        
<TABLE>
<CAPTION>                                               NINE MONTHS ENDED
                                                          SEPTEMBER 30
<S>                                                    <C>       <C>
                                                         1998      1997
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                    
                                                                     
Cash paid during the period for:                                     
                                                                     
Interest                                                 $31,322   $40,271
                                                         -------   -------
                                                                          
Income taxes                                            $200,000  $125,000
                                                         -------   -------
</TABLE>
                                        
                                        
                                        
                                        
                          NOTES TO FINANCIAL STATEMENTS
                                   (UNAUDITED)
                               SEPTEMBER 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 September 30,
1998 and December 31, 1997 and the results of operations and cash flows for the
nine months ended September 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>                  SEPTEMBER 30, 1998    DECEMBER 31, 1997
                                  (Unaudited)
<S>                                       <C>                  <C>
Raw Materials                        $784,625             $868,648
Work-in-process                       239,552               54,930
Finished goods                        397,852              352,946
                                   ----------             --------
                                   $1,422,029           $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.


NOTE 4 - INVESTMENT

     On July 2, 1998, the Company acquired 250,000 shares of common stock 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 interest in AEG was acquired with funds from working capital.


NOTE 5 - STOCK BASED COMPENSATION

     The Company has adopted SFAS No. 123 "Accounting for Stock Based
Compensation", and accounts for its stock based compensation on the Fair Market
Based Method.   The Company will account for the issuance of 150,000 shares of
restricted stock with a fair market value of $168,750 in accordance with SFAS
No. 123 by recording the compensation cost over the restriction period of the
stock.

                                        5
<PAGE>

ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations

Net Sales:
     Net sales for the nine months ended September 30, 1998 compared to the same
period in 1997 decreased by $63,958.  Management attributes this decrease to
timing of orders from various customers.

Cost of Sales:
     Cost of sales for the nine months ended September 30, 1998 was 60%,
compared to 58% for the same period in 1997.  Management attributes this to an
increase in sales of lower margin products.

Selling, General and Administrative Expenses
     Selling, general and administrative expenses for the nine months ended
September 30, 1998 increased to $652,665 from $571,300 for the same period in
1997.  Management attributes this to increased marketing and selling expenses
and a general increase in administrative expenses.

Financial Condition of the Company:The Company gauges its liquidity and
financial stability by the measurements as shown in the following table:

<TABLE>
<CAPTION>                 September 30  December 31
                             1998          1997
                           (Unaudited)             
<S>                                <C>          <C>
                                                   
Working capital             $2,082,492   $2 457,828
                                                   
Current ratio                5.14 to 1    4.58 to 1
                                                   
Shareholders' equity        $3,320,111   $2,965,507
</TABLE>
                                        6
<PAGE>


PART II
Item 6, Exhibit 11

                            VICON FIBER OPTICS CORP.
                                        
                        COMPUTATION OF EARNINGS PER SHARE
                                        
                                   (UNAUDITED)
                                        
<TABLE>
<CAPTION>                                Three Months Ended    Nine Months Ended
                                           September 30,         September 30,
<S>                                           <C>        <C>        <C>        <C>
                                             1998       1997       1998       1997
                                                                                  
Primary:                                                                          
Average shares outstanding              8,662,665  8,515,636  8,574,024  8,515,636
Net effect of dilutive stock options -                                            
based on the treasury stock                                                       
method using average market price         144,065    278,893    230,128    212,415
                                        ---------  ---------  ---------  ---------
                                                                                  
TOTALS                                  8,806,730  8,794,529  8,804,152  8,728,051
                                        =========  =========  =========  =========
                                                                                  
Net Income                               $123,104   $179,043   $185,854   $266,618
                                        =========  =========  =========  =========
                                                                                  
Per share amount                             $.01       $.02       $.02       $.03
                                        =========  =========  =========  =========
                                                                        </TABLE>
                                        
                                        
                                        
                                    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:   November 16, 1998          /s/Leonard Scrivo

                                   LEONARD SCRIVO,
                                   President, Chief Executive Officer


                                        7


[ARTICLE] 5
<TABLE>
<S>                             <C>
[PERIOD-TYPE]                   9-MOS
[FISCAL-YEAR-END]                          DEC-31-1998
[PERIOD-END]                               SEP-30-1998
[CASH]                                         110,397
[SECURITIES]                                         0
[RECEIVABLES]                                  953,260
[ALLOWANCES]                                         0
[INVENTORY]                                  1,422,029
[CURRENT-ASSETS]                             2,585,661
[PP&E]                                         984,898
[DEPRECIATION]                                 529,252
[TOTAL-ASSETS]                               4,019,704
[CURRENT-LIABILITIES]                          503,169
[BONDS]                                              0
[PREFERRED-MANDATORY]                                0
[PREFERRED]                                          0
[COMMON]                                        86,790
[OTHER-SE]                                   3,233,231
[TOTAL-LIABILITY-AND-EQUITY]                 4,019,704
[SALES]                                      2,495,419
[TOTAL-REVENUES]                             2,514,613
[CGS]                                        1,509,229
[TOTAL-COSTS]                                1,509,229
[OTHER-EXPENSES]                               705,997
[LOSS-PROVISION]                                     0
[INTEREST-EXPENSE]                              31,322
[INCOME-PRETAX]                                268,065
[INCOME-TAX]                                    82,211
[INCOME-CONTINUING]                            185,854
[DISCONTINUED]                                       0
[EXTRAORDINARY]                                      0
[CHANGES]                                            0
[NET-INCOME]                                   185,854
[EPS-PRIMARY]                                     0.02
[EPS-DILUTED]                                     0.02
</TABLE>


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