SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For Quarter Ended March 31, 2001 Commission File No. 1-7939
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VICON INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
NEW YORK STATE 11-2160665
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)
89 Arkay Drive, Hauppauge, New York 11788
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (631) 952-2288
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(Former name, address, and fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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At March 31, 2001, the registrant had outstanding 4,648,983 shares of Common
Stock, $.01 par value.
PART I - FINANCIAL INFORMATION
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VICON INDUSTRIES, INC. AND SUBSIDIARIES
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
-----------------------------------------------
(UNAUDITED)
Three Months Ended
------------------
3/31/01 3/31/00
-------- --------
Net sales............................. $17,159,883 $17,442,343
Cost of sales......................... 11,453,815 11,816,443
----------- -----------
Gross profit........................ 5,706,068 5,625,900
Operating expenses:
Selling expense................... 3,390,402 3,206,257
General & administrative expense.. 1,242,198 1,033,148
Engineering & development expense. 965,742 903,436
----------- -----------
5,598,342 5,142,841
----------- -----------
Operating income.................... 107,726 483,059
Gain on sale of securities............ (618,346) -
Interest expense...................... 117,153 206,269
Interest income....................... (51,090) (10,177)
----------- -----------
Income before income taxes........ 660,009 286,967
Income tax expense.................... 242,000 101,000
----------- -----------
Net income........................ $ 418,009 $ 185,967
=========== ===========
Earnings per share:
Basic $ .09 $ .04
=== ===
Diluted $ .09 $ .04
=== ===
Shares used in computing earnings per share:
Basic 4,647,306 4,588,830
Diluted 4,650,274 4,673,336
See Notes to Condensed Consolidated Financial Statements.
-2-
VICON INDUSTRIES, INC. AND SUBSIDIARIES
---------------------------------------
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
-----------------------------------------------
(UNAUDITED)
Six Months Ended
-----------------
3/31/01 3/31/00
-------- --------
Net sales............................. $34,536,162 $36,966,813
Cost of sales......................... 22,929,372 25,950,649
----------- -----------
Gross profit........................ 11,606,790 11,016,164
Operating expenses:
Selling expense................... 6,549,341 6,387,777
General & administrative expense.. 2,624,348 2,100,010
Engineering & development expense. 1,897,683 1,765,973
----------- -----------
11,071,372 10,253,760
----------- -----------
Operating income.................... 535,418 762,404
Gain on sale of securities............ (3,022,579) -
Interest expense...................... 277,269 372,356
Interest income....................... (83,751) (27,565)
----------- -----------
Income before income taxes........ 3,364,479 417,613
Income tax expense.................... 1,224,000 147,000
----------- -----------
Net income........................ $ 2,140,479 $ 270,613
=========== ===========
Earnings per share:
Basic $ .46 $ .06
=== ===
Diluted $ .46 $ .06
=== ===
Shares used in computing earnings per share:
Basic 4,642,812 4,586,494
Diluted 4,647,602 4,686,132
See Notes to Condensed Consolidated Financial Statements.
-3-
VICON INDUSTRIES, INC. AND SUBSIDIARIES
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CONDENSED CONSOLIDATED BALANCE SHEETS
-------------------------------------
(UNAUDITED)
ASSETS 3/31/01 9/30/00
- ------ -------- -------
CURRENT ASSETS
- --------------
Cash............................................ $ 6,121,776 $ 2,115,118
Marketable securities........................... - 2,775,196
Accounts receivable (less allowance
of $1,262,000 at March 31, 2001 and
$1,063,000 at September 30, 2000)............. 14,102,463 17,101,618
Inventories:
Parts, components, and materials.............. 2,834,605 3,011,071
Work-in-process............................... 3,726,085 3,285,213
Finished products............................. 12,691,997 12,364,719
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19,252,687 18,661,003
Deferred income taxes........................... 1,361,620 955,003
Prepaid expenses................................ 877,870 896,923
----------- -----------
TOTAL CURRENT ASSETS............................ 41,716,416 42,504,861
- --------------------
Property, plant and equipment................... 16,214,076 15,796,751
Less accumulated depreciation and amortization.. (7,845,601) (7,295,079)
----------- -----------
8,368,475 8,501,672
Goodwill, net of accumulated amortization....... 1,547,733 1,639,678
Deferred income taxes........................... 953,963 805,087
Other assets.................................... 429,928 466,590
----------- -----------
TOTAL ASSETS.................................... $53,016,515 $53,917,888
- ------------ =========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES
- -------------------
Borrowings under revolving credit agreement..... $ 72,077 $ 129,424
Current maturities of long-term debt............ 1,379,664 1,311,386
Accounts payable................................ 2,611,673 2,939,936
Accrued compensation and employee benefits...... 1,692,771 1,895,766
Accrued expenses................................ 1,764,692 1,713,316
Unearned service revenue........................ 1,077,316 835,045
Income taxes payable............................ 955,548 315,481
---------- ----------
TOTAL CURRENT LIABILITIES 9,553,741 9,140,354
-------------------------
Long-term debt.................................. 4,904,819 7,090,253
Unearned service revenue........................ 2,267,858 2,011,123
Other long-term liabilities..................... 677,495 677,775
SHAREHOLDERS' EQUITY
- --------------------
Common stock, par value $.01.................... 47,535 47,106
Capital in excess of par value.................. 21,520,244 21,444,638
Retained earnings............................... 14,952,773 12,812,294
------------ -----------
36,520,552 34,304,038
Less treasury stock, at cost.................... (602,456) (555,097)
Accumulated other comprehensive income (loss)... (305,494) 1,249,442
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TOTAL SHAREHOLDERS' EQUITY 35,612,602 34,998,383
- -------------------------- ------------ -----------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY...... $53,016,515 $53,917,888
- ------------------------------------------ ============ ===========
See Notes to Condensed Consolidated Financial Statements.
-4-
VICON INDUSTRIES, INC. AND SUBSIDIARIES
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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
-----------------------------------------------
(UNAUDITED)
Six Months Ended
----------------
3/31/01 3/31/00
Cash flows from operating activities:
Net income..................................... $ 2,140,479 $ 270,613
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Gain on sale of securities................... (3,022,579) -
Depreciation and amortization................ 555,584 474,599
Goodwill amortization........................ 91,945 103,325
Deferred income taxes........................ 397,507 (905,144)
Change in assets and liabilities:
Accounts receivable........................ 2,979,127 (2,358,720)
Inventories................................ (600,697) (1,848,801)
Prepaid expenses........................... 18,072 114,044
Other assets............................... 36,662 (23,642)
Accounts payable........................... (326,866) 80,402
Accrued compensation and employee benefits. (201,975) (917,624)
Accrued expenses........................... 53,033 392,513
Unearned service revenue................... 499,006 952,118
Income taxes payable....................... 641,499 2,286
Other liabilities.......................... (280) (29,157)
------------ ------------
Net cash provided by (used in)
operating activities................... 3,260,517 (3,693,188)
------------ ------------
Cash flows from investing activities:
Proceeds from sale of securities............. 3,289,813 -
Capital expenditures, net of
minor disposals............................ (431,339) (973,357)
------------ ------------
Net cash provided by (used in)
investing activities................... 2,858,474 (973,357)
------------ ------------
Cash flows from financing activities:
(Decrease) increase in borrowings under
U.S. bank credit agreement................. (1,500,000) 3,000,000
(Decrease) increase in borrowings under U.K.
revolving credit agreement................. (56,462) 284,449
Proceeds from mortgage loan.................. - 1,200,000
Proceeds from exercise of stock options...... 28,677 5,838
Repayments of U.S. term loan................. (450,000) (450,000)
Repayments of other debt..................... (163,864) (185,739)
------------ ------------
Net cash (used in) provided by
financing activities................... (2,141,649) 3,854,548
------------ ------------
Effect of exchange rate changes on cash.......... 29,316 (1,398)
------------ ------------
Net increase (decrease) in cash.................. 4,006,658 (813,395)
Cash at beginning of year........................ 2,115,118 1,998,767
------------ ------------
Cash at end of period............................ $ 6,121,776 $ 1,185,372
============ ============
See Notes to Condensed Consolidated Financial Statements.
-5-
VICON INDUSTRIES, INC. AND SUBSIDIARIES
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
----------------------------------------------------------------
March 31, 2001
--------------
Note 1: Basis of Presentation
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The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and the instructions to Form 10-Q and Rule 10-01 of
Regulation S-X. Accordingly, they do not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and six months ended March 31,
2001 are not necessarily indicative of the results that may be expected for the
fiscal year ended September 30, 2001. For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's annual report on Form 10-K for the fiscal year ended September 30,
2000. Certain prior year amounts have been reclassified to conform to current
year presentation.
Note 2: Earnings per Share
- ---------------------------
The Financial Accounting Standards Board Statement of Financial Accounting
Standards (SFAS) No. 128, "Earnings per Share" requires companies to present
basic and diluted earnings per share (EPS). Basic EPS is computed based on the
weighted average number of shares outstanding for the period. Diluted EPS
reflects the maximum dilution that would have resulted from the exercise of
stock options and incremental shares issuable under a deferred compensation
agreement. The following table provides the components of the basic and diluted
earnings per share (EPS) computations for the three month and six month periods
ended March 31, 2001 and 2000:
Three Months Six Months
Ended March 31, Ended March 31,
------------------------ -----------------------
2001 2000 2001 2000
---------- ---------- ---------- ---------
(Unaudited) (Unaudited)
Basic EPS Computation
Net income.................. $ 418,009 $ 185,967 $2,140,479 $ 270,613
Weighted average
shares outstanding......... 4,647,306 4,588,830 4,642,812 4,586,494
Basic earnings per share.... $ .09 $ .04 $ .46 $ .06
========== ========== ========== ==========
Diluted EPS Computation
- -----------------------
Net income.................. $ 418,009 $ 185,967 $2,140,479 $ 270,613
Weighted average
shares outstanding....... 4,647,306 4,588,830 4,642,812 4,586,494
Stock options............. 2,968 84,506 4,790 96,618
Stock compensation
arrangement.............. - - - 3,020
---------- ---------- ---------- ----------
Diluted shares outstanding.. 4,650,274 4,673,336 4,647,602 4,686,132
Diluted earnings per share.. $ .09 $ .04 $ .46 $ .06
========== ========== ========== ==========
-6-
Note 3: Comprehensive Income
- ------------------------------
Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting
Comprehensive Income", requires that all items that are required to be
recognized under accounting standards as components of comprehensive income be
reported in the financial statements. The Company's total comprehensive income
for the three month and six month periods ended March 31, 2001 and 2000 was as
follows:
Three Months Six Months
Ended March 31, Ended March 31,
---------------------- -----------------------
2001 2000 2001 2000
---------- ---------- ---------- ----------
(Unaudited) (Unaudited)
Net income................. $ 418,009 $ 185,967 $2,140,479 $ 270,613
Other comprehensive income
(loss), net of tax:
Change in unrealized gain
on securities............ (198,142) - (1,554,962) -
Change in equity due to
foreign currency
translation adjustments.. (51,060) (37,008) 26 (131,902)
---------- ---------- ---------- ----------
Comprehensive income....... $ 168,807 $ 148,959 $ 585,543 $ 138,711
========== ========== ========== ==========
Note 4: Segment and Related Information
- -----------------------------------------
The Company operates in one industry which encompasses the design,
manufacture, assembly and marketing of closed-circuit video systems and system
components for the electronic protection segment of the security industry. The
Company manages its business segments primarily on a geographic basis. The
Company's principal reportable segments are comprised of its United States
(U.S.) and United Kingdom (U.K.) based operations. Its U.S. based operations
consists of Vicon Industries, Inc., the Company's corporate headquarters and
principal operating entity. Its U.K. based operations consist of Vicon
Industries Limited, a wholly owned subsidiary which markets and distributes the
Company's products principally within Europe and the Middle East. Other segments
include the operations of Vicon Industries (H.K.) Ltd., a Hong Kong based
majority owned subsidiary which markets and distributes the Company's products
principally within Hong Kong and mainland China, and TeleSite U.S.A., Inc. and
subsidiary, a U.S. and Israeli based manufacturer and distributor of remote
video surveillance systems.
The Company evaluates performance and allocates resources based on, among other
things, the net profit for each segment, which excludes intersegment sales and
profits. Segment information for the three month and six month periods ended
March 31, 2001 and 2000 was as follows:
Three Months Ended
March 31, 2001 U.S. U.K. Other Consolid. Totals
- ------------------- ---------- --------- --------- ---------- -------
Net sales to
external customers $11,883,000 $4,233,000 $1,044,000 $ - $17,160,000
Intersegment
net sales 1,936,000 - 205,000 - 2,141,000
Net income (loss) 450,000 359,000 (353,000) (38,000) 418,000
Total assets 46,470,000 7,438,000 3,764,000 (4,655,000) 53,017,000
-7-
Three Months Ended
March 31, 2000 U.S. U.K. Other Consolid. Totals
- ------------------- ---------- ---------- --------- ---------- -------
Net sales to
external customers $13,815,000 $2,506,000 $1,121,000 $ - $17,442,000
Intersegment
net sales 1,951,000 - 180,000 - 2,131,000
Net income (loss) 281,000 79,000 (122,000) (52,000) 186,000
Total assets 48,962,000 6,325,000 2,698,000 (3,664,000) 54,321,000
Six Months Ended
March 31, 2001 U.S. U.K. Other Consolid. Totals
- ------------------- ---------- --------- --------- ---------- -------
Net sales to
external customers $25,290,000 $7,374,000 $1,872,000 $ - $34,536,000
Intersegment
net sales 3,751,000 - 548,000 - 4,299,000
Net income (loss) 2,451,000 530,000 (758,000) (83,000) 2,140,000
Total assets 46,470,000 7,438,000 3,764,000 (4,655,000) 53,017,000
Six Months Ended
March 31, 2000 U.S. U.K. Other Consolid. Totals
- ------------------- ---------- --------- --------- ---------- -------
Net sales to
external customers $30,059,000 $4,898,000 $2,010,000 $ - $36,967,000
Intersegment
net sales 3,545,000 - 264,000 - 3,809,000
Net income (loss) 441,000 105,000 (169,000) (106,000) 271,000
Total assets 48,962,000 6,325,000 2,698,000 (3,664,000) 54,321,000
The consolidating segment above includes the elimination and consolidation of
intersegment transactions.
Note 5: Marketable Securities
- -------------------------------
In the quarter ended March 31, 2001, the Company realized a $618,000 gain
($408,000 net of tax effect) on the sale of its remaining equity interest in
Chun Shin Electronics, Inc. (CSE), a South Korean company which manufactures
certain of the Company's proprietary products. For the six months ended March
31, 2001, the Company's realized gain on the sale of such securities was $3.0
million ($2.0 million net of tax effect). In July 2000, CSE completed an initial
public offering of approximately 1.4 million shares of its stock in South Korea,
at which time the Company's ownership interest was reduced to approximately 21%.
Prior to CSE's public offering, the Company recognized this investment on the
cost method of accounting.
Note 6: Derivative Instruments
- ---------------------------------
The Company adopted Statement of Financial Accounting Standards (SFAS) No. 133,
"Accounting for Derivative Instruments and Hedging Activities", as amended by
SFAS 137 and SFAS 138, as of October 1, 2000. SFAS 133 establishes accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. It requires
that an entity recognize all derivatives as either assets or liabilities in the
statement of financial position and measures those instruments at fair value.
The Company's derivative financial instruments consist of foreign currency
forward exchange contracts and interest rate swap agreements. Implementation of
this statement did not have a material impact on the Company's financial
position or results of operations for the three month and six month periods
ended March 31, 2001.
-8-
MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
Results of Operations
- ---------------------
Three Months Ended March 31, 2001 Compared with March 31, 2000
- --------------------------------------------------------------
Net sales for the quarter ended March 31, 2001 were $17.2 million compared with
$17.4 million in the year ago period. Domestic sales decreased $1.0 million or
9% to $11.5 million. Indirect sales to the United States Postal Service under a
national supply contract decreased $1.1 million or 19% to $4.5 million. The
contract was due to expire on March 16, 2001 and was extended to June 30, 2001.
Despite weaker European currencies, international sales increased $.8 million or
16% to $5.7 million.
Gross profit margins for the second quarter of fiscal 2001 increased to 33.3%
compared with 32.3% in the year ago period. The margin improvement was primarily
the result of a favorable sales mix of higher margin products.
Operating expenses for the second quarter of fiscal 2001 were $5.6 million or
32.6% of net sales compared with $5.1 million or 29.5% of net sales in the year
ago period. The increase in operating expenses was principally the result of
increased sales, marketing and new product development activities.
Operating income decreased to $108,000 for the second quarter of fiscal 2001
compared with $483,000 in the year ago period principally as a result of the
increase in operating expenses.
In the second quarter of fiscal 2001, the Company realized a $618,000 gain
($408,000 net of tax effect) on the sale of its remaining equity interest in
Chun Shin Electronics, Inc. (CSE), a South Korean company which, among other
things, manufactures certain of the Company's proprietary products.
Interest expense decreased to $117,000 for the second quarter of fiscal 2001
compared with $206,000 in the year ago period principally as a result of the
paydown of bank borrowings.
Income tax expense was $242,000 for the second quarter of fiscal 2001 compared
with $101,000 in the year ago period.
As a result of the foregoing, net income increased to $418,000 for the second
quarter of fiscal 2001 compared with $186,000 for the year ago period.
-9-
MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
Results of Operations
- ---------------------
Six Months Ended March 31, 2001 Compared with March 31, 2000
- ------------------------------------------------------------
Net sales for the six months ended March 31, 2001 decreased $2.4 million or 7%
to $34.5 million compared with $37.0 million in the year ago period. Domestic
sales for the first six months of fiscal 2001 decreased $3.4 million or 13% to
$24.0 million compared with $27.4 million in the prior year period. Indirect
sales to the United States Postal Service under a national supply contract
decreased $2.3 million or 20% to $9.3 million. Other domestic sales decreased
$1.1 million or 7% to $14.7 million principally as a result of a decrease in
large system sales. Despite weaker European currencies, international sales
increased $1.0 million or 11% to $10.5 million. The backlog of unfilled orders
was $9.3 million at March 31, 2001 compared with $8.9 million at March 31, 2000.
Gross profit margins for the first six months of fiscal 2001 increased to 33.6%
compared with 29.8% in the year ago period. The margin increase was principally
attributable to the effects of a $1.3 million charge for warranty costs incurred
in the year ago period.
Operating expenses for the first six months of fiscal 2001 were $11.1 million or
32.1% of net sales compared with $10.3 million or 27.7% of net sales in the year
ago period. The increase in operating expenses was principally the result of
increased sales, marketing and new product development activities.
Operating income decreased to $535,000 for the first six months of fiscal 2001
compared with $762,000 in the year ago period. The decline in operating income
was the result of lower sales and increased operating expenses in the current
period.
In the first six months of fiscal 2001, the Company realized a $3.0 million gain
($2.0 million net of tax effect) on the sale of its remaining equity interest in
CSE, a South Korean company which, among other things, manufactures certain of
the Company's proprietary products.
Interest expense decreased to $277,000 for the first six months of fiscal 2001
compared with $372,000 in the year ago period principally as a result of the
paydown of bank borrowings.
Income tax expense was $1.2 million for the first six months of fiscal 2001
compared with $147,000 in the year ago period.
As a result of the foregoing, net income increased to $2.1 million for the first
six months of fiscal 2001 compared with $271,000 for the year ago period.
-10-
MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
Liquidity and Financial Condition
- ---------------------------------
Net cash provided by operating activities was $3.3 million for the first six
months of fiscal 2001 due primarily to a $3.0 million decrease in accounts
receivable. The accounts receivable decrease was due principally to improved
collections on sales to U.S. Postal Service contractors and lower comparable
period sales. Net cash provided by investing activities was $2.9 million for the
first six months of fiscal 2001 due principally to the receipt of $3.3 million
of proceeds from the sale of the Company's remaining equity interest in Chun
Shin Electronics, Inc. Net cash used in financing activities was $2.1 million,
which included the paydown of $1.5 million of borrowings under the Company's
U.S. revolving credit agreement and $614,000 of scheduled repayments of bank
term and mortgage loans. As a result of the foregoing, cash increased by $4.0
million for the first six months of fiscal 2001 after the nominal effect of
exchange rate changes on the cash position of the Company.
The Company has a $9.5 million revolving credit facility with a bank which
expires in July 2002. Borrowings under the facility bear interest at the bank's
prime rate minus 2% or, at the Company's option, LIBOR plus 90 basis points
(6.00% and 5.96%, respectively, at March 31, 2001). At March 31, 2001, there
were no outstanding borrowings under this facility. The agreement contains
restrictive covenants which, among other things, require the Company to maintain
certain levels of earnings and ratios of debt service coverage and debt to
tangible net worth.
The Company also maintains a bank overdraft facility of 600,000 Pounds Sterling
(approximately $870,000) in the U.K. to support local working capital
requirements of Vicon Industries Limited. At March 31, 2001, outstanding
borrowings under this facility were approximately $72,000.
The Company believes that cash flow from operations and funds available under
its credit agreements will be sufficient to meet its anticipated operating,
capital expenditures and debt service requirements for at least the next twelve
months.
"Safe" Harbor Statement under the Private Securities Litigation Reform Act of
- -----------------------------------------------------------------------------
1995
- ----
Statements in this Report on Form 10-Q and other statements made by the Company
or its representatives that are not strictly historical facts including, without
limitation, statements included herein under the captions "Results of
Operations" and "Liquidity and Financial Condition" are "forward-looking"
statements within the meaning of the Private Securities Litigation Reform Act of
1995 that should be considered as subject to the many risks and uncertainties
that exist in the Company's operations and business environment. The
forward-looking statements are based on current expectations and involve a
number of known and unknown risks and uncertainties that could cause the actual
results, performance and/or achievements of the Company to differ materially
from any future results, performance or achievements, express or implied, by the
forward-looking statements. Readers are cautioned not to place undue reliance on
these forward-looking statements, and that in light of the significant
uncertainties inherent in forward-looking statements, the inclusion of such
statements should not be regarded as a representation by the Company or any
other person that the objectives or plans of the Company will be achieved. The
Company also assumes no obligation to update its forward-looking statements or
to advise of changes in the assumptions and factors on which they are based.
-11-
PART II
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ITEM 1 - LEGAL PROCEEDINGS
- ------ -----------------
The Company has no material outstanding litigation.
ITEM 2 - CHANGES IN SECURITIES
- ------ ---------------------
None
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
- ------ -------------------------------
None
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------ ---------------------------------------------------
The Company's annual meeting was held on April 26, 2001.
The following directors were elected at the meeting:
Milton F. Gidge
W. Gregory Robertson
The terms of the following directors continued after the meeting:
Kenneth M. Darby
Peter F. Neumann
Arthur D. Roche
Kazuyoshi Sudo
The matters voted upon at the meeting and the results of each vote
were as follows:
Nominees for
Directors: For Against
Mr. Gidge 4,240,592 233,200
Mr. Robertson 4,416,974 56,818
Ratification of Auditors 4,427,617 46,175
ITEM 5 - OTHER INFORMATION
- ------ -----------------
None
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
- ------ --------------------------------
On April 12, 2001, the Company filed Form 8-K announcing the execution
of an extension of the United States Postal Service contract to
June 30, 2001.
Exhibit
Number Description
- ------- -----------
10 Material Contracts
(.1) Advice of Borrowing Terms between the Registrant and National
Westminster Bank PLC dated March 13, 2001.
-12-
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 INDUSTRIES, INC.
May 15, 2001
By:/s/ Kenneth M. Darby By:/s/ John M. Badke
- ----------------------- -----------------------
Kenneth M. Darby John M. Badke
Chairman and Vice President, Finance
Chief Executive Officer Chief Financial Officer
-13-