VICON FIBER OPTICS CORP
10QSB, 1999-05-17
DENTAL EQUIPMENT & SUPPLIES
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                                 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 March 31, 1999
                                       
                        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 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 par value, 8,679,069 Shares outstanding at March 31, 1999.




<PAGE>


                                    PART I
                                       
                                       
ITEM 1








                           VICON FIBER OPTICS CORP.
                                       
                             FINANCIAL STATEMENTS
                                       
                                  (UNAUDITED)
                                       
                                March 31, 1999
                                       
                                       
                                       
                                       
                                       
                                       
<PAGE>
                                       
                                       
                                       
                           VICON FIBER OPTICS CORP.
                                       
                               TABLE OF CONTENTS
                                       
                                MARCH 31, 1999
                                       
                                       
                                       
                                       
                                       
                                                             PAGE NO.
PART I.  FINANCIAL INFORMATION                                       
                                                                     
Item 1.  Financial Statements                                        
Balance Sheets as of March 31, 1999                                  
and December 31, 1998                                             1-2
                                                                     
Statements of Operations For the Three                               
Months Ended March 31, 1999 and 1998                                3
                                                                     
Statements of Cash Flows For the Three                               
Months Ended March 31, 1999 and 1998                              4-5
                                                                     
Notes to Financial Statements                                     5-6
                                                                     
Item 2.  Management's Discussion and Analysis                        
Of Financial Condition and Results of Operations                  6-7
                                                                     
PART II                                                             7
                                       
                                       
                                       
<PAGE>
                                       
                                       
                           VICON FIBER OPTICS CORP.
                                       
                                 BALANCE SHEET
                                       
                                       
                                       
                                    ASSETS
<TABLE>
<S>                                       <C>             <C>
                                          March 31, 1999  Dec. 31, 1998
                                           (UNAUDITED)                  
                                                                        
CURRENT ASSETS:                                                         
Cash and cash equivalents                       $288,869        $254,580
Accounts receivable - net of                                            
allowance for uncollectible accounts             445,468         776,538
Inventories (Note 2)                           1,670,143       1,625,200
Prepaid expenses and other current                15,091          25,017
assets
Deferred income taxes (Note 6)                 ___30,646          31,821
Total Current Assets                           2,450,217       2,713,156
                                                                        
PROPERTY, PLANT AND EQUIPMENT -                                         
 Net of accumulated depreciation and                                    
 amortization                                    428,860         425,262
                                                                        
OTHER ASSETS:                                                           
Excess of cost over net assets of                                       
business                                         269,667         272,687
acquired
Deposits                                           4,487           4,487
Investment in joint venture                       26,515          26,515
Cash surrender value of life insurance            81,556          77,435
contract
Investment                                       500,000         500,000
Total Other Assets                               882,225         881,124
                                                                        
TOTAL ASSETS                                  $3,761,302      $4,019,542
</TABLE>

                                       
                                       
                                       
                                    Page 1
<PAGE>
                                       
                                       
                           VICON FIBER OPTICS CORP.
                                       
                                 BALANCE SHEET
                                       
                                       
                                       
                     LIABILITIES AND SHAREHOLDERS' EQUITY
                                       
<TABLE>
<S>                                          <C>             <C>
                                             MARCH 31, 1999  DEC. 31, 1998
                                              (UNAUDITED)           
                                                                           
CURRENT LIABILITIES:                                                       
Accounts payable and accrued expenses              $284,900        $566,011
Income taxes payable                                105,026         103,423
Current portion of long-term debt                    87,988          85,374
Total Current Liabilities                           477,914         754,808
                                                                           
LONG-TERM DEBT                                      102,589          99,098
                                                                           
Deferred income tax payable                          56,871          56,995
                                                                           
TOTAL LIABILITIES                                   637,374         910,901
                                                                           
SHAREHOLDERS' EQUITY:                                                      
Common Stock - authorized 20,000,000                                       
shares,                                                                    
$.01 par value, issued and outstanding               86,790          86,790
8,679,069
Additional paid-in capital                        6,139,288       6,139,288
Deficit                                         (2,975,587)     (2,976,812)
Deferred stock incentive                          (126,563)       (140,625)
                                                                           
Total shareholders' equity                        3,123,928       3,108,641
                                                                           
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY       $3,761,302      $3,933,563
</TABLE>
                                       
                                       
                                    Page 2
<PAGE>
                                       
                                       
                           VICON FIBER OPTICS CORP.
                                       
                           STATEMENTS OF OPERATIONS
                                       
                                  (UNAUDITED)
                                       
<TABLE>
<S>                                          <C>           <C>
                                                 THREE MONTHS ENDED
                                                      MARCH 31
                                                 1999          1998
SALES                                            $508,221      $752,170
COST OF GOODS SOLD                                309,055       446,230
GROSS MARGIN                                      199,166       305,940
                                                                       
OTHER COSTS (INCOME) AND EXPENSES:                                     
Selling, general and administrative               187,242       218,428
expenses
Research and development                            2,267        11,551
Interest expense                                    6,998        10,710
Interest income                                   (1,220)       (7,251)
                                                                       
TOTAL OTHER COSTS (INCOME) AND EXPENSES           195,287       233,438
                                                                       
INCOME BEFORE PROVISION FOR INCOME TAXES            3,879        72,502
                                                                       
PROVISION FOR INCOME TAXES (Note 3)                 2,655        31,282
                                                                       
NET INCOME                                       $  1,224       $41,220
                                                                       
INCOME PER COMMON SHARE:                                               
                                                                       
NET INCOME - BASIC AND DILUTED                        .00           .00
                                                                       
AVERAGE NUMBER OF SHARES USED IN                8,736,499     8,652,836
COMPUTATION
</TABLE>
                                       
                                       
                                    Page 3
<PAGE>
                                       
                                       
                           VICON FIBER OPTICS CORP.
                                       
                           STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)
<TABLE>
<S>                                               <C>           <C>
                                                      THREE MONTHS ENDED
                                                           MARCH 31
                                                      1999          1998
CASH FLOWS FROM OPERATING ACTIVITIES:                                       
Net Income                                              $1,224       $41,220
Adjustments to reconcile net income to                                      
net cash provided by operating activities:                                  
Depreciation and amortization                           17,620        18,020
(Increase) decrease in accounts receivable             331,070       378,452
(Increase) decrease in inventory                      (44,943)     (107,917)
(Increase) decrease in prepaid expenses                                     
  and other current assets                               9,926      (16,113)
(Increase) decrease in deferred income taxes             1,175             0
Increase (decrease) in accounts payable                                     
  and accrued expenses                               (281,111)      (80,485)
Increase (decrease)in deferred income taxes              (124)       (9,538)
payable
Increase (decrease) in income taxes payable              1,603     (184,288)
Total Adjustments                                       35,216       (1,871)
Net Cash Provided (Used) By Operating Activities        36,440        39,349
                                                                            
CASH FLOWS FROM INVESTING ACTIVITIES:                                       
Purchase of property, plant and equipment             (18,198)      (43,125)
(Increase) in cash surrender value of life             (4,121)       (3,522)
insurance
Net Cash (Used in) Investing Activities               (22,319)      (46,647)
                                                                            
CASH FLOWS FROM FINANCING ACTIVITIES:                                       
Increase in long-term debt                              17,528              
Repayment of long-term debt                           (11,422)      (46,873)
Decrease in deferred stock incentive                    14,062              
Net Cash Provided By (Used in) Financing                20,168      (46,873)
Activities
                                                                            
NET INCREASE (DECREASE) IN CASH AND CASH                34,289      (54,171)
EQUIVALENTS
                                                                            
CASH AND CASH EQUIVALENTS - Beginning                  254,580       834,169
                                                                            
CASH AND CASH EQUIVALENTS - End                       $288,869      $779,998
</TABLE>
                                       
                                       
                                    Page 4
<PAGE>
                                       
                                       
                           VICON FIBER OPTICS CORP.
                                       
                            STATEMENT OF CASH FLOWS
                                       
                                  (UNAUDITED)
                                       
                                       
<TABLE>
<S>                                       <C>          <C>
                                             THREE MONTHS ENDED
                                                  MARCH 31
                                             1999         1998
SUPPLEMENTAL DISCLOSURE OF CASH FLOW                              
INFORMATION:
                                                                  
Cash paid during the period for:                                  
Interest                                       $6,998      $10,335
                                                                  
Income taxes                                       $0     $225,000
</TABLE>
                                       
                                       
                                       
                                       
                                       
                                       
                         NOTES TO FINANCIAL STATEMENTS
                                  (UNAUDITED)
                                MARCH 31, 1999
                                       
                                       
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 March 31,
1999 and December 31, 1998 and the results of operations and cash flows for the
three months ended March 31, 1999 and 1998.

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, 1998, which is incorporated herein by reference.



                                    Page 5
<PAGE>


NOTE 2 - INVENTORIES

The composition of inventories is:

<TABLE>
<S>                    <C>              <C>
                       MARCH 31, 1999    DEC. 31, 1998
                         (Unaudited)    
Raw materials               $1,088,565       $1,065,611
Work-in-process                 97,452           91,890
Finished goods              ___484,126       ___467,699
                            $1,670,143       $1,625,200
</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.


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

Net Sales

Net sales for the three months ended March 31, 1999 compared to the same period
in 1998 decreased by $243,949.  Management attributes this principally to
decreased sales of the Company's fiber optic dental video components due to
downsizing and acquisitions among the Company's customers that resulted in a
temporary delay in orders from these customers.

Cost of Sales

Cost of sales for the three months ended March 31, 1999 increased to 61% as
compared to 59% for the same period in 1998.  Management attributes this to
fixed manufacturing overhead being absorbed by lower sales.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended March
31, 1999 decreased to $187,242 from $218,428 for the three months ended March
31, 1998.  Management attributes this to decreased general and administrative
expenses required to administer the decreased sales.


YEAR 2000 ISSUE

The Year 2000 issue is the result of computer programs having been written
using two digits, rather then four, to define the applicable year. Software
programs and hardware that have date-sensitive software or embedded chips may
recognize a date using "00" as the year 1900 rather than the year 2000.  This
could result in a major system failure or miscalculations causing disruptions
of operations, including a temporary inability to engage in normal business
activities.

Based on recent assessments, the Company has determined that its critical
software (primarily widely-used software packages) and all of its critical
business systems, including manufacturing instrumentation, are already year
2000 compliant and no material expenditures are required.  Nevertheless,
throughout 1999, assessment, testing and remediation, if necessary, will
continue.

The Company has initiated communications with third parties with whom the
Company has material business relationships to determine the extent of their
remediation of the year 2000 issue.  However, there can be no guarantee that
the non-compliance of other companies will not have an adverse effect on the
Company's operations.

Although no assurance can be given that there will be no interruption of
operations in the year 2000, the Company believes that it has reasonably
assessed all of its systems in order to ensure that the Company will not suffer
any material adverse effect from the year 2000 issue.


                                    Page 6
<PAGE>


Financial Condition of the Company

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

<TABLE>
<S>                    <C>              <C>
                       March 31, 1999    December 31,
                                             1998
                         (Unaudited)           
Working Capital             $1,972,303       $1,958,348
                                                       
Current ratio                5.13 to 1        3.59 to 1
                                                       
Shareholders' Equity        $3,123,928       $3,108,641
</TABLE>



PART II
Items 1-5 not applicable.
Item 6, Exhibit 11:

                       COMPUTATION OF EARNINGS PER SHARE
                                  (UNAUDITED)
                                       
<TABLE>
<S>                                <C>           <C>
                                       Three Months Ended
                                           March 31,
                                       1999          1998
Basic:                                                       
Average shares outstanding            8,679,069     8,529,069
Net effect of dilutive stock                                 
options -                                                    
based on the treasury stock              57,430       123,767
method
using average market price
                                                             
Diluted                               8,736,499     8,652,836
                                                             
Net Income                              $ 1,224       $41,220
                                                             
Per share amount - basic and               $.00          $.00
diluted
</TABLE>
                                       
                                       
                                    Page 7
<PAGE>


                                  SIGNATURES
                                       
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:   May 14, 1999               /s/Leonard Scrivo
                              LEONARD SCRIVO,
     President and Chief Executive Officer
                                                                               
                                                                               
                                                                               
                                                                               
                                                                               
                                    Page 8
<PAGE>


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                          288869
<SECURITIES>                                         0
<RECEIVABLES>                                   445468
<ALLOWANCES>                                         0
<INVENTORY>                                    1670143
<CURRENT-ASSETS>                               2450217
<PP&E>                                          943343
<DEPRECIATION>                                  444091
<TOTAL-ASSETS>                                 3761302
<CURRENT-LIABILITIES>                           477914
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         86790
<OTHER-SE>                                     3037138
<TOTAL-LIABILITY-AND-EQUITY>                   3761302
<SALES>                                         508221
<TOTAL-REVENUES>                                509441
<CGS>                                           309055
<TOTAL-COSTS>                                   309055
<OTHER-EXPENSES>                                189509
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                6998
<INCOME-PRETAX>                                   3879
<INCOME-TAX>                                      2655
<INCOME-CONTINUING>                               1224
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      1224
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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