UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
FORM 10-Q
 
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
For the quarterly period ended June 30,December 31, 2008
   
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
 
For the transition period from           to
 
Commission File Number:  1-7939
 
 
Vicon Industries, Inc.VICON INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
 
New York 11-2160665
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
   
89 Arkay Drive, Hauppauge, New York 11788
(Address of principal executive offices) (Zip Code)
 
(631) 952-2288
(Registrant’s telephone number, including area code)
 
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.
 
    [x] Yes      [ ]  No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer [ ] Accelerated filer [ ]
   
Non-accelerated filer [ ] Smaller reporting company [x]
(Do not check if a smaller reporting company)  

 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  [ ] Yes       [x] No
 
At August 14, 2008,February 13, 2009, the registrant had outstanding 4,741,5054,617,499 shares of Common Stock, $.01 par value.












VICON INDUSTRIES, INC. AND SUBSIDIARIES
TABLE OF CONTENTS
 
Part I. Financial Information                                                                                                                           Page Number
 
Item 1. Financial Statements
 
Condensed Consolidated Statements of Operations
 - Three Months Ended June 30,December 31, 2008 and 2007                                             ��                                               3

Condensed Consolidated Statements of Operations
- Nine Months Ended June 30, 2008 and 2007                                                                                              4
Condensed Consolidated Balance Sheets                                                                                                                 54
 
Condensed Consolidated Statements of Cash Flows                                                                                                65
 
Notes to Condensed Consolidated Financial Statements                                                                             7                                                                                  6
 
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations                                                                                                                                      12                                                                                                                                                  11
 
Item 3. Qualitative and Quantitative Disclosures about Market Risk                                                           1816
 
Item 4. Controls and Procedures                                                                                                                                       1816
 
Part II. Other Information                                                                                                                                                     1917
 
Item 1. Legal Proceedings                                                                                                                                                  1917
 
Item 1A. Risk Factors                                                                                                                                                         2018
 
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities                   20                              18
 
Item 3. Defaults Upon Senior Securities                                                                                                              20                                                                                                                         19
 
Item 4. Submission of Matters to a Vote of Security Holders                                                                           20                                                                                     19
 
Item 5. Other Information                                                                                                                                                 2019
 
Item 6. Exhibits                                                                                                                                                                   2119
 
Signatures                                                                                                                         ;                                                      2220


PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

VICON INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
  Three Months Ended 
       
  6/30/08  6/30/07 
       
Net Sales $16,026,952  $17,139,820 
Cost of Sales  8,758,605   9,921,658 
     Gross Profit  7,268,347   7,218,162 
         
Operating expenses:        
  Selling, general and
    administrative expense
   5,170,975    4,820,779 
  Engineering & development expense  1,314,189   1,277,756 
   6,485,164   6,098,535 
         
    Operating income  783,183   1,119,627 
         
Interest expense  5,324   34,814 
Interest and other income  (48,485)  (52,812)
         
    Income before income taxes  826,344   1,137,625 
         
Income tax expense  298,000   103,000 
         
    Net income $528,344  $1,034,625 
         
         
Earnings per share:
 
        
    Basic $.11  $.22 
         
    Diluted $.11  $.20 
         
         
Shares used in computing
 earnings per share:
        
         
            Basic  4,766,117   4,775,354 
         
            Diluted  4,873,469   5,059,661 
         
         
         


See Accompanying Notes to Condensed Consolidated Financial Statements.


3

 
VICON INDUSTRIES, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)



  Nine Months Ended 
       
  6/30/08  6/30/07 
       
Net Sales $47,005,661  $51,915,052 
Cost of Sales  26,013,501   30,347,091 
     Gross Profit  20,992,160   21,567,961 
         
Operating expenses:        
  Selling, general and
    administrative expense
   15,138,970    14,626,362 
  Engineering & development expense  4,228,524   3,782,973 
   19,367,494   18,409,335 
         
    Operating income  1,624,666   3,158,626 
         
Interest expense  48,008   108,065 
Interest and other income  (197,415)  (204,695)
         
    Income before income taxes  1,774,073   3,255,256 
         
Income tax expense  695,000   303,000 
         
    Net income $1,079,073  $2,952,256 
         
         
Earnings per share:
 
        
    Basic $.23  $.63 
         
    Diluted $.22  $.60 
         
         
Shares used in computing
 earnings per share:
        
         
            Basic  4,792,729   4,696,184 
         
            Diluted  4,979,057   4,904,926 
         
         
         
  Three Months Ended 
       
  12/31/08  12/31/07 
       
Net sales $15,700,229  $15,643,541 
Cost of sales  8,553,060   8,716,178 
     Gross profit  7,147,169   6,927,363 
         
Operating expenses:        
  Selling, general and
    administrative expense
   4,803,980    5,017,423 
  Engineering & development expense  1,526,885   1,393,063 
   6,330,865   6,410,486 
         
    Operating income  816,304   516,877 
         
Interest income  (37,490)  (89,292)
Interest expense  -   32,070 
Other expense  45,808   1,188 
         
    Income before income taxes  807,986   572,911 
         
Income tax expense  300,000   228,000 
         
    Net income $507,986  $344,911 
         
         
Earnings per share:
 
        
    Basic $.11  $.07 
         
    Diluted $.11  $.07 
         
         
Shares used in computing
 earnings per share:
        
         
            Basic  4,676,564   4,801,782 
         
            Diluted  4,769,391   5,065,346 
         
         
         


See Accompanying Notes to Condensed Consolidated Financial Statements.







VICON INDUSTRIES, INC. AND SUBSIDIARIES

ASSETS 6/30/08  9/30/07
  (Unaudited)   
CURRENT ASSETS   
Cash and cash equivalents $8,709,051  $8,808,110 
Marketable securities  220,759   229,668 
Accounts receivable, net  11,802,523   12,995,595 
Inventories:        
   Parts, components, and materials  3,432,710   3,768,972 
   Work-in-process  2,231,036   2,274,661 
   Finished products  6,954,110   6,951,619 
   12,617,856   12,995,252 
Deferred income taxes  1,566,654   1,472,551 
Prepaid expenses and other current assets  621,335   596,145 
     TOTAL CURRENT ASSETS  35,538,178   37,097,321 
         
Property, plant and equipment  13,457,097   13,206,910 
Less accumulated depreciation and amortization  (7,907,407)  (7,445,405)
   5,549,690   5,761,505 
Deferred income taxes  1,650,748   2,058,177 
Other assets  105,773   117,442 
     TOTAL ASSETS $42,844,389  $45,034,445 
         
LIABILITIES AND SHAREHOLDERS’ EQUITY        
         
CURRENT LIABILITIES        
Current maturities of long-term debt $-  $1,740,335 
Accounts payable  3,185,495   3,404,971 
Accrued compensation and employee benefits  2,192,826   2,856,921 
Accrued expenses  1,668,906   1,806,989 
Unearned revenue  864,851   830,901 
Income taxes payable  127,233   416,655 
     TOTAL CURRENT LIABILITIES  8,039,311   11,056,772 
         
Unearned revenue  318,291   408,229 
Other long-term liabilities  818,031   516,088 
         
SHAREHOLDERS’ EQUITY        
Common stock, par value $.01  51,161   50,535 
Additional paid in capital  23,142,520   22,874,285 
Retained earnings  10,574,845   9,620,772 
   33,768,526   32,545,592 
Less treasury stock, at cost  (1,698,246)  (1,139,728)
Accumulated other comprehensive income  1,598,476   1,647,492 
     TOTAL SHAREHOLDERS’ EQUITY  33,668,756   33,053,356 
     TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $42,844,389  $45,034,445 
         
         
         
ASSETS 12/31/08  9/30/08
  (Unaudited)   
CURRENT ASSETS   
Cash and cash equivalents $10,900,233  $9,560,966 
Marketable securities  186,998   227,237 
Accounts receivable, net  10,490,857   14,763,914 
Inventories:        
   Parts, components, and materials  3,967,560   3,612,862 
   Work-in-process  2,513,608   2,407,980 
   Finished products  6,935,949   6,545,046 
   13,417,117   12,565,888 
Deferred income taxes  1,217,772   1,230,702 
Prepaid expenses and other current assets  684,865   818,768 
     TOTAL CURRENT ASSETS  36,897,842   39,167,475 
         
Property, plant and equipment  12,550,561   12,971,714 
Less accumulated depreciation and amortization  (7,516,821)  (7,670,717)
   5,033,740   5,300,997 
Deferred income taxes  1,091,010   1,224,120 
Other assets  1,078,808   1,271,683 
     TOTAL ASSETS $44,101,400  $46,964,275 
         
LIABILITIES AND SHAREHOLDERS’ EQUITY        
         
CURRENT LIABILITIES        
Accounts payable  3,857,005   4,267,620 
Accrued compensation and employee benefits  1,825,843   2,779,368 
Accrued expenses  1,562,207   1,760,147 
Unearned revenue  881,044   872,195 
Income taxes payable  224,016   307,242 
     TOTAL CURRENT LIABILITIES  8,350,115   9,986,572 
         
Unearned revenue  320,169   303,857 
Other long-term liabilities  1,985,243   2,069,866 
     TOTAL LIABILITIES  10,655,527   12,360,295 
         
SHAREHOLDERS’ EQUITY
        
Common stock, par value $.01  51,556   51,246 
Capital in excess of par value  23,419,256   23,261,936 
Retained earnings  12,842,769   12,334,783 
Less treasury stock, at cost  (2,334,685)  (1,768,135)
Accumulated other comprehensive income (loss)  (533,023)  724,150 
     TOTAL SHAREHOLDERS’ EQUITY  33,445,873   34,603,980 
     TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $44,101,400  $46,964,275 
         
         
         
See Accompanying Notes to Condensed Consolidated Financial Statements.







VICON INDUSTRIES, INC. AND SUBSIDIARIES
(UNAUDITED)

  
Nine Months Ended
 
  6/30/08  6/30/07 
Cash flows from operating activities:      
  Net income $1,079,073  $2,952,256 
  Adjustments to reconcile net income to
   net cash provided by operating activities:
        
    Depreciation and amortization  582,785   673,010 
    Amortization of deferred compensation  7,965   7,937 
    Stock compensation expense  73,000   134,830 
    Deferred income taxes  406,560   - 
  Change in assets and liabilities:        
      Accounts receivable, net  1,053,150   350,804 
      Inventories  297,494   (1,628,280)
      Prepaid expenses and other current assets  (33,926)  (6,437)
      Other assets  11,669   58,084 
      Accounts payable  (170,137)  (1,336,167)
      Accrued compensation and employee benefits  (651,197)  95,188 
      Accrued expenses  (108,851)  169,515 
      Unearned revenue  (54,224)  (23,913)
      Income taxes payable  (288,208)  152,906 
      Other liabilities  76,943   35,596 
       Net cash provided by operating activities  2,282,096   1,635,329 
         
Cash flows from investing activities:        
  Capital expenditures  (407,936)  (236,032)
  Net decrease (increase) in marketable securities  9,774   (4,639)
       Net cash used in investing activities  (398,162)  (240,671)
         
Cash flows from financing activities:        
  Repayments of debt  (1,740,335)  (257,882)
  Repurchases of common stock  (558,518)  - 
  Proceeds from exercise of stock options  187,896   263,340 
       Net cash provided by (used in)        
         financing activities  (2,110,957)  5,458 
Effect of exchange rate changes on cash  127,964   (59,261)
         
Net increase (decrease) in cash  (99,059)  1,340,855 
Cash at beginning of year  8,808,110   5,639,334 
Cash at end of period $8,709,051  $6,980,189 

  Three Months Ended 
  12/31/08  12/31/07 
Cash flows from operating activities:      
  Net income $507,986  $344,911 
  Adjustments to reconcile net income to
   net cash provided by operating activities:
        
    Depreciation and amortization  182,406   194,440 
    Amortization of deferred compensation  2,674   2,675 
    Stock compensation expense  67,946   20,767 
    Deferred income taxes  121,644   122,613 
  Change in assets and liabilities:        
      Accounts receivable, net  3,241,817   1,620,318 
      Inventories  (1,435,457)  (176,405)
      Prepaid expenses and other current assets  72,350   (204,676)
      Other assets  192,875   (30,945)
      Accounts payable  (79,326)  (188,745)
      Accrued compensation and employee benefits  (859,364)  (824,790)
      Accrued expenses  (132,059)  (186,495)
      Unearned revenue  24,045   70,823 
      Income taxes payable  (29,222)  79,591 
      Other liabilities  (84,623)  25,835 
       Net cash provided by operating activities  1,793,692   869,917 
         
Cash flows from investing activities:        
  Capital expenditures  (143,633)  (93,854)
  Net decrease (increase) in marketable securities  44,275   (446)
       Net cash used in investing activities  (99,358)  (94,300)
         
Cash flows from financing activities:        
  Repurchases of common stock  (538,550)  - 
  Proceeds from exercise of stock options  59,010   56,108 
  Repayments of debt  -   (63,386)
       Net cash used in financing activities  (479,540)  (7,278)
Effect of exchange rate changes on cash  124,473   (44,319)
         
Net increase in cash  1,339,267   724,020 
Cash at beginning of year  9,560,966   8,808,110 
Cash at end of period $10,900,233  $9,532,130 


See Accompanying Notes to Condensed Consolidated Financial Statements.












VICON INDUSTRIES, INC. AND SUBSIDIARIES
June 30,December 31, 2008

Note 1:  Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America 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 accounting principles generally accepted in the United States of America 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 ninethree months ended June 30,December 31, 2008 are not necessarily indicative of the results that may be expected for the fiscal year ended September 30, 2008.2009.  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, 2007.2008.  Certain prior year amounts have been reclassified to conform to the current period presentation.

Note 2:  Marketable Securities

Marketable securities consist of mutual fund investments in U.S. government debt securities and holdings in an equity security.  Such mutual fund investments are stated at market value and are classified as available-for-sale under Financial Accounting Standards Board (FASB) Statement of Financial Accounting Standards (SFAS) No. 115, with unrealized gains and losses reported in other comprehensive income as a component of shareholders’ equity.  The cost of such securities at June 30,December 31, 2008 was $221,278,$184,609, with $519$2,389 of cumulative unrealized lossesgains, net of tax, reported at June 30,December 31, 2008.

Note 3:  Accounts Receivable

Accounts receivable is stated net of an allowance for uncollectible accounts of $1,146,000$1,247,000 and $962,000$1,196,000 as of June 30,December 31, 2008 and September 30, 2007,2008, respectively.

Note 4:  Earnings per Share

Basic earnings per share (EPS) is computed based on the weighted average number of common shares outstanding for the period.  Diluted EPS reflects the maximum dilution that would have resulted from incremental common shares issuable upon the exercise of stock options and under deferred compensation agreements.





The following tables provide the components of the basic and diluted EPS computations for the three month and nine month periods ended June 30,December 31, 2008 and 2007:

  
Three Months
Ended June 30,
  
Nine Months
Ended June 30,
 
  2008  2007  2008  2007 
Basic EPS Computation            
Net income $528,344  $1,034,625  $1,079,073  $2,952,256 
Weighted average
  shares outstanding
   4,766,117    4,775,354    4,792,729    4,696,184 
Basic earnings
  per share
 $.11  $.22  $.23  $.63 

  
Three Months
Ended December 31,
 
  2008  2007 
Basic EPS Computation      
Net income $507,986  $344,911 
 
Weighted average shares outstanding
   4,676,564    4,801,782 
 
Basic earnings per share
 $.11  $.07 




 
Three Months
Ended June 30,
  
Nine Months
Ended June 30,
  
Three Months
Ended December 31,
 
 2008  2007  2008  2007  2008  2007 
Diluted EPS Computation                  
Net income $528,344  $1,034,625  $1,079,073  $2,952,256  $507,986  $344,911 
        
Weighted average
shares outstanding
  4,766,117   4,775,354   4,792,729   4,696,184  4,676,564  4,801,782 
Stock options 85,881  257,938  162,227  176,477  70,525  236,818 
Stock compensation
arrangements
   21,471    26,369    24,101    32,265   22,302   26,746 
Diluted shares outstanding 4,873,469  5,059,661  4,979,057  4,904,926  4,769,391  5,065,346 
        
Diluted earnings
per share
 $.11  $.20  $.22  $.60  $.11  $.07 


Note 5:   Comprehensive Income (Loss)

The Company's total comprehensive income (loss) for the three month and nine month periods ended June 30,December 31, 2008 and 2007 was as follows:

  
Three Months
Ended June 30,
  
Nine Months
Ended June 30,
 
  2008  2007  2008  2007 
Net income $528,344  $1,034,625  $1,079,073  $2,952,256 
Other comprehensive income
  (loss), net of tax:
                
  Unrealized gain (loss)
   on securities
  (3,446)  (1,855)   865   (1,482)
  Unrealized gain (loss)
   on derivatives
  (24,561)  (19,095)   13,545   (24,838)
  Foreign currency
   translation adjustment
   61,316    160,069   (63,426)   486,656 
Comprehensive income $561,653  $1,173,744  $1,030,057  $3,412,592 



  
Three Months
Ended December 31,
 
  2008  2007 
Net income $507,986  $344,911 
Other comprehensive income (loss), net of tax:        
  Increase in unrealized gain/loss on securities  2,543   2,347 
  Unrealized gain on derivatives  19,474   57,413 
  Foreign currency translation adjustment  (1,279,190)  (235,306)
Comprehensive income (loss) $(749,187) $169,365 

The accumulated other comprehensive income (loss) balances at June 30,December 31, 2008 and September 30, 20072008 consisted of the following:

  
June 30,
2008
  
September 30,
2007
 
Foreign currency translation adjustment $1,623,857  $1,687,283 
Unrealized loss on derivatives  (24,862)  (38,407)
Unrealized loss on securities  (519)  (1,384)
Accumulated other comprehensive income $1,598,476  $1,647,492 
         
  
December 31,
2008
  
September 30,
2008
 
Foreign currency translation adjustment $(614,334) $664,856 
Unrealized gain on derivatives, net of tax  78,922   59,448 
Unrealized gain (loss) on securities, net of tax  2,389   (154)
Accumulated other comprehensive income (loss) $(533,023) $724,150 
         


7


Note 6:   Derivative Instruments

At June 30,December 31, 2008, the Company had forward exchange contracts outstanding with notional amounts aggregating $2.5$2.9 million, whose aggregate fair value was a liabilityan asset of approximately $39,463.$125,273.  The change in the amount of the asset or liability for these instruments is shown as a component of accumulated other comprehensive income, net of tax.

Note 7:   Stock-Based Compensation

The Company maintains stock option plans that include both incentive and non-qualified options reserved for issuance to key employees, including officers and directors.  All options are issued at fair market value at the grant date and are exercisable in varying installments according to the plans.  The plans allow for the payment of option exercises through the surrender of previously owned mature shares based on the fair market value of such shares at the date of surrender.

Effective October 1, 2005, the Company adopted SFAS No. 123(R), “Share-Based Payment”, which requires that all share based payments to employees, including stock options, be recognized as compensation expense in the consolidated financial statements based on their fair values and over the requisite service period.  For the three-month periods ended June 30,December 31, 2008 and 2007, the Company recorded non-cash compensation expense of $32,845$67,946 and $44,856,$20,767, respectively, ($.01 and $.01 per basic and diluted share, respectively) relating to stock options.  For the nine-month periods ended June 30, 2008 and 2007, the Company recorded non-cash compensation expense of $73,000 and $134,830, respectively, ($.02 and $.03$.004 per basic and diluted share, respectively) relating to stock options.  The Company elected to utilize the modified-prospective application method, whereby compensation expense is recorded for all awards granted after October 1, 2005 and for the unvested portion of awards granted prior to this date.

Note 8:   Litigation

The Company is one of several defendants in a patent infringement suit commenced by Lectrolarm Custom Systems, Inc. in May 2003 in the United States District Court for the Western District of Tennessee.  The alleged infringement by the Company relates to its camera dome systems and other products that represent significant sales to the Company.  Among other things, the suit seeks past and enhanced damages, injunctive relief and attorney’s fees.  In January 2006, the Company received the plaintiff’s claim for past damages through December 31, 2005 that approximated $11.7 million plus pre-judgment interest.  The Company and its outside patent counsel believe that the complaint against the Company is without merit.  The Company is vigorously defending itself and is a party to a joint defense with certain other named defendants.

In January 2005, the Company petitioned the U.S. Patent and Trademark Office (USPTO) to reexamine the plaintiff’s patent, believing it to be invalid.  In April 2006, the USPTO issued a non-final office action rejecting all of the plaintiff’s patent claims asserted against the Company citing the existence of prior art of the Company and another defendant.  On June 30, 2006, the Federal District Court granted the defendants’ motion for continuance (delay) of the trial, pending the outcome of the USPTO’s reexamination proceedings.  In February 2007, the USPTO issued a Final Rejection of the six claims in the plaintiff’s patent asserted against the Company, which was reaffirmed in June 2007 after the plaintiff filed a response with the USPTO requesting reconsideration of its Final Rejection.  The plaintiff has appealed the examiner’s decision to the USPTO Board of Patent Appeals and Interferences and has an additional appeal available to it thereafter in the Court of Appeals for the Federal Circuit.

8

The Company is unable to reasonably estimate a range of possible loss, if any, at this time.  Although the Company has received favorable rulings from the USPTO with respect to the reexamination proceedings, there is always the possibility that the plaintiff’s patent claims could be upheld inon appeal and the matter would proceed to trial.  Should this occur and the Company receives an unfavorable outcome at trial, it could result in a liability that is material to the Company’s results of operations and financial position.

In the normal course of business, the Company is a party to certain other claims and litigation.  Management believes that the settlement of such claims and litigation, considered in the aggregate, will not have a material adverse effect on the Company’s financial position and results of operations.

Note 9:  Recent Accounting Pronouncements

In September 2006, the FASB issued SFASFinancial Accounting Standards (SFAS) No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 clarifies thatMeasurement,” which defines fair value, is the amount that would be exchanged to sell an asset or transfer a liability in an orderly transaction between market participants.  Further, the standard establishes a framework for measuring fair value in generally accepted accounting principles and expands certain disclosures aboutregarding assets and liabilities measured at fair value measurements.  SFAS 157 is effective for fiscal years beginning after November 15, 2007.value.  In February 2008, the FASB provided a one-year deferralissued FASB Staff Position (FSP) 157-1, “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13” (FSP 157-1) and FSP 157-2, “Effective Date of FASB Statement No. 157” (FSP 157-2).  FSP 157-1 amends SFAS 157 to remove certain leasing transactions from its scope.  FSP 157-2 delays the implementationeffective date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis.recurring basis (at least annually), until the beginning of the Company’s first quarter of fiscal 2010.  The adoption of the provisions related to financial assets and financial liabilities were effective for the Company’s first quarter of fiscal 2009 and did not have a material impact on its consolidated financial position, results of operations or cash flows.  The Company does not expect that the adoption of the remaining provisions of SFAS 157 will have a material impact on its consolidated financial position, results of operations or cash flows.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities," which gives companies the option to measure eligible financial assets, financial liabilities and firm commitments at fair value (i.e., the fair value option), on an instrument-by-instrument basis, that are otherwise not permitted to be accounted for at fair value under other accounting standards.  The election to use the fair value option is available when an entity first recognizes a financial asset or financial liability or upon entering into a firm commitment.  Subsequent changes in fair value must be recorded in earnings.  SFAS No. 159 iswas effective for financial statements issued forthe Company’s first quarter of fiscal years beginning after November 15, 2007.  The Company does2009 and did not expect that the adoption of SFAS 159 will have a material impact on its consolidated financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS 141 (revised 2007), “Business Combinations (“SFAS 141R”). SFAS 141R will significantly change the accounting for business combinations in a number of areas including the treatment of contingent consideration, contingencies, acquisition costs, IPR&D and restructuring costs.  In addition, under SFAS 141R, changes in deferred tax asset valuation allowances and acquired income tax uncertainties in a business combination after the measurement period will impact income tax expense.  SFAS 141R is effective for fiscal years beginning after December 15, 2008.  The Company has not yet evaluated the impact, if any, of adopting this pronouncement.
 
9

In December 2007, the FASB issued SFAS 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51” (“SFAS 160”).  SFAS 160 will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests (NCI) and classified as a component of equity.  This new consolidation method will significantly change the accounting for transactions with minority interest holders.  SFAS 160 is effective for fiscal years beginning after December 15, 2008.  The Company has not yet evaluated the impact, if any, of adopting this pronouncement.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an Amendment of FASB Statement 133” (“SFAS 161”).  SFAS 161 will change the disclosure requirements for derivative instruments and hedging activities.  Entities will be required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows.  SFAS 161 is effective for financial statements issued forthe Company’s second quarter of fiscal years and interim periods beginning after November 15, 2008.2009.  The Company hasdoes not yet evaluatedbelieve that the adoption of this pronouncement will have a material impact if any,on its consolidated financial position, results of adopting this pronouncement.operations or cash flows.

Note 10:  Income Taxes

The Company adopted the provisions of Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an Interpretation of FASB Statement No. 109” (“FIN 48”) effective as of October 1, 2007.  The adoption of FIN 48 did not have a material impact on the Company’s consolidated financial statements.

It is Company’s policy to include applicableThe Company recognizes potential accrued interest and penalties related to uncertainunrecognized tax positions as a component ofbenefits in income tax expense.

The Company files U.S. Federal and State income tax returns and foreign tax returns in the United Kingdom, Germany and Israel. The Company is generally no longer subject to tax examinations in such jurisdictions for fiscal years prior to 2003 in the U.S, 2001 in the U.K., 2005 in Germany and 2002 in Israel.



Results of Operations
Three Months Ended June 30,December 31, 2008 Compared with June 30,December 31, 2007

Net sales for the quarter ended June 30,December 31, 2008 decreased 6%increased slightly to $16.0$15.7 million compared with $17.1$15.6 million in the year ago period.  Domestic sales decreased 9%3% to $8.0$7.8 million compared with $8.8$8.1 million in the year ago period.  International sales for the quarter decreasedincreased 4% to $8.0$7.9 million compared with $8.3$7.5 million in the year ago period.  The sales decreases in these segments were due in part to weakening economic conditions in certain of the Company’s markets.  However, orderOrder intake for the quarter ended June 30,December 31, 2008 increased 8%14% to $17.3$18.3 million as compared with $16.0$16.1 million in the year ago period.  The backlog of unfilled orders was $6.0$6.5 million at June 30,December 31, 2008 compared with $3.8$3.9 million at September 30, 2007.2008.  Order intake and backlog figures for the quarter ended December 31, 2008 included a $739,000 international order which was cancelled subsequent to quarter end.

Gross profit margins for the thirdfirst quarter of fiscal 20082009 increased to 45.4%45.5% compared with 42.1%44.3% in the year ago period.  The margin increase includedwas principally the benefitresult of favorableimproved European subsidiary margins, which were largely unaffected by significant European exchange rate changes during the quarter.  However, the Company does anticipate that its European sales margins could be negatively impacted by such currency changes in Europe and reduced product component costs on the Company’s digital video product line.future.

Total operating expenses for the thirdfirst quarter of fiscal 2008 increased2009 decreased to $6.5$6.3 million compared with $6.1$6.4 million in the year ago quarter principally as a result of increased sales and administrative expense.  Sales and marketing expense for the current quarter increasedreduced European subsidiary operating costs due to $4.1 million compared with $3.9 million in the year ago period despite a 6% decrease in sales.  The Company has increased its investment in sales infrastructure in the current period to better position itself for potential market opportunities.currency translation.  The Company continued to invest in new product development in the current quarter, incurring $1.3$1.5 million of engineering and development costs compared with $1.3$1.4 million in the year ago period.

The Company generated operating income of $783,000$816,000 in the thirdfirst quarter of fiscal 20082009 compared with operating income of $1.1 million$517,000 in the year ago period.

Interest expenseincome decreased to $5,000$37,000 for the thirdfirst quarter of fiscal 20082009 compared with $35,000 in the year ago period principally as a result of the paydown of bank borrowings.  Interest and other income decreased slightly to $48,000 for the third quarter of fiscal 2008 compared with $53,000$89,000 in the year ago period due to lower interest yields in the current year period.

Income tax  Interest expense for the third quarter of fiscal 2008 increased to $298,000 compared with $103,000 indecreased $32,000 from the year ago period.  The current quarter tax expense includes a $225,000 provision for U.S. income taxes as compared with no tax provision in the year ago period.  The Company now records income tax expense on its U.S. incomeperiod as a result of the recognitionrepayment of previously unrecorded net deferred tax assetsbank borrowings in January 2008.  Other expense of $46,000 for the fourthfirst quarter of fiscal 2007.  No U.S. income tax expense was recognized in the prior year quarter as the Company was utilizing the benefit of previously reserved and unrecognized net operating loss carryforwards.
As a result of the foregoing, the Company reported net income of $528,000 for the third quarter of fiscal 2008 compared with net income of $1.0 million in the year ago period.  Net income for the year ago period would have been $674,000 based upon the application of a normalized effective tax rate for the period.


Results of Operations
Nine Months Ended June 30, 2008 Compared with June 30, 2007

Net sales for the nine months ended June 30, 2008 decreased 9% to $47.0 million compared with $51.9 million in the year ago period.  Domestic sales decreased 13% to $23.7 million compared with $27.2 million in the year ago period while international sales decreased 5% to $23.3 million compared with $24.7 million in the year ago period.  The sales decreases in these segments were due in part to weakening economic conditions in certain of the Company’s markets.  However, order intake for the nine months ended June 30, 2008 increased to $49.2 million as compared with $48.8 million in the year ago period.

Gross profit margins for the first nine months of fiscal 2008 increased to 44.7% compared with 41.5% in the year ago period.  The margin increase included the benefit of favorable exchange rate changes in Europe and reduced product component costs2009 principally represents market losses on the Company’s digital video product line.

Total operating expenses for the first nine months of fiscal 2008 increased to $19.4 million compared with $18.4 million in the year ago period principally as a result of increases in sales related costs in Europe that included translation effects of strengthening European currencies and increased engineering and development expense.  The Company continued to invest in new product development in the current year period, incurring $4.2 million of engineering and development costs compared with $3.8 million in the year ago period.

The Company generated operating income of $1.6 million in the first nine months of fiscal 2008 compared with operating income of $3.2 million in the year ago period.

Interest expense decreased to $48,000 for the first nine months of fiscal 2008 compared with $108,000 in the year ago period principally as a result of the paydown of bank borrowings.  Interest and other income decreased to $197,000 for the first nine months of fiscal 2008 compared with $205,000 in the year ago period.  The year ago period included a $72,000 gain from life insurance proceeds upon the death of a retired executive.  Excluding the effect of this gain, interest and other income increased $65,000 principally as a result of increased cash balances during the current year period.securities held.

Income tax expense for the first nine monthsquarter of fiscal 20082009 increased to $695,000$300,000 compared with $303,000$228,000 in the year ago period.  The current year period tax expense includes a $445,000 provision for U.S. income taxes as compared with no tax provision in the year ago period.  The Company now records income tax expense on its U.S. income as a result of the recognition of previously unrecorded net deferred tax assets in the fourth quarter of fiscal 2007.  No U.S. income tax expense was recognized in the prior year period as the Company was utilizing the benefit of previously reserved and unrecognized net operating loss carryforwards.

As a result of the foregoing, the Company reported net income of $1.1 million$508,000 for the first nine monthsquarter of fiscal 20082009 compared with net income of $3.0 million$345,000 in the year ago period.  Net income for the year ago period would have been $1.9 million based upon the application of a normalized effective tax rate for the period.


Liquidity and Capital Resources

Net cash provided by operating activities was $2.3$1.8 million for the first nine monthsquarter of fiscal 2008,2009, which included $1.1 million$508,000 of net income and $1.1 million$375,000 of non-cash charges for the period.  In addition, the $1.1net cash provided by a $3.2 million decrease in accounts receivable resulting from lower sales was offset in part by decreasesa $1.4 million increase in current liabilities.inventories and an $859,000 decrease in accrued compensation and employee benefits.  Net cash used in investing activities was $398,000$99,000 for the first nine monthsquarter of fiscal 20082009 due principally to $408,000$144,000 of general capital expenditures.expenditures offset in part by a $44,000 decrease in marketable securities.  Net cash used in financing activities was $2.1 million$480,000 for the first nine monthsquarter of fiscal 2008,2009, which included a $1.7 million scheduled repayment of bank mortgage loans and $559,000$539,000 of common stock repurchases offset in part by $188,000$59,000 of proceeds received from the exercise of stock options.  As a result of the foregoing, cash decreasedincreased by $99,000$1.3 million for the first nine monthsquarter of fiscal 20082009 after the effect of exchange rate changes on the cash position of the Company.

The Company’s U.K. based subsidiary maintains a bank overdraft facility that provides for maximum borrowings of one million Pounds Sterling (approximately $2,000,000)$1,450,000) to support its local working capital requirements.  At June 30,December 31, 2008 and September 30, 2007,2008, there were no outstanding borrowings under this facility.

The following is a summary of the Company’s debt and material lease obligations as of June 30,December 31, 2008:


Payments Due
 By Period
 
Debt
Repayments
  
Lease
Commitments
  
Total
 
Less than 1 year $-  $500,000  $500,000 
1-3 years  -   332,000   332,000 
3-5 years -   7,000   7,000 
  Total $                             -  $839,000  $839,000 
Payments Due
 By Period
 
Debt
Repayments
  
Lease
Commitments
  
Total
 
Less than 1 year $-  $391,000  $391,000 
1-3 years  -   273,000   273,000 
3-5 years  -   -   - 
  Total $-  $664,000  $664,000 


The Company believes that it will have sufficient cash to meet its anticipated operating costs, capital expenditures and debt service requirements for at least the next twelve months.  The Company used its cash reserves to repay its $1.7 million mortgage obligation in January 2008.

The Company does not have any off-balance sheet transactions, arrangements or obligations (including contingent obligations) that have, or are reasonably likely to have, a material effect on the Company’s financial condition, results of operations, liquidity, capital expenditures or capital resources.

The Company is one of several defendants in a patent infringement suit commenced by Lectrolarm Custom Systems, Inc. in May 2003 in the United States District Court for the Western District of Tennessee.  The alleged infringement by the Company relates to its camera dome systems and other products that represent significant sales to the Company.  Among other things, the suit seeks past and enhanced damages, injunctive relief and attorney’s fees.  In January 2006, the Company received the plaintiff’s claim for past damages through December 31, 2005 that approximated $11.7 million plus pre-judgment interest.  The Company and its outside patent counsel believe that the complaint against the Company is without merit.  The Company is vigorously defending itself and is a party to a joint defense with certain other named defendants.

In January 2005, the Company petitioned the U.S. Patent and Trademark Office (USPTO) to reexamine the plaintiff’s patent, believing it to be invalid.  In April 2006, the USPTO issued a non-final office action rejecting all of the plaintiff’s patent claims asserted against the Company citing the existence of prior art of the Company and another defendant.  On June 30, 2006, the Federal District Court granted the defendants’ motion for continuance (delay) of the trial, pending the outcome of the USPTO’s reexamination proceedings.  In February 2007, the USPTO issued a Final Rejection of the six claims in the plaintiff’s patent asserted against the Company, which was reaffirmed in June 2007 after the plaintiff filed a response with the USPTO requesting reconsideration of its Final Rejection.  The plaintiff has appealed the examiner’s decision to the USPTO Board of Patent Appeals and Interferences and has an additional appeal available to it thereafter in the Court of Appeals for the Federal Circuit.

The Company is unable to reasonably estimate a range of possible loss, if any, at this time.  Although the Company has received favorable rulings from the USPTO with respect to the reexamination proceedings, there is always the possibility that the plaintiff’s patent claims could be upheld inon appeal and the matter would proceed to trial.  Should this occur and the Company receives an unfavorable outcome at trial, it could result in a liability that is material to the Company’s results of operations and financial position.

Critical Accounting Policies

The Company's significant accounting policies are fully described in Note 1 to the Company's consolidated financial statements included in its September 30, 20072008 Annual Report on Form 10-K.  Management believes the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparation of its consolidated financial statements.

The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectibility of the resulting receivable is reasonably assured.  As it relates to product sales, revenue is generally recognized when products are sold and title is passed to the customer.  Shipping and handling costs are included in cost of sales.  Advance service billings under equipment maintenance agreements are deferred and recognized as revenues on a pro rata basis over the term of the service agreements.  The Company evaluates multiple-element revenue arrangements for separate units of accounting pursuant to EITF Issue No. 00-21, “Revenue Arrangements with Multiple Deliverables”, and follows appropriate revenue recognition policies for each separate unit.  Elements are considered separate units of accounting provided that (i) the delivered item has stand-alone value to the customer, (ii) there is objective and reliable evidence of the fair value of the undelivered item, and (iii) if a general right of return exists relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially within the control of the Company.  As applied to the Company, under arrangements involving the sale of product and the provision of services, product sales are recognized as revenue when the products are sold and title is passed to the customer, and service revenue is recognized as services are performed.  For products that include more than incidental software, and for separate licenses of the Company’s software products, the Company recognizes revenue in accordance with the provisions of Statement of Position 97-2, “Software Revenue Recognition”, as amended.

The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments.  If the financial condition of its customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

13

The Company provides for the estimated cost of product warranties at the time revenue is recognized.  While the Company engages in product quality programs and processes, including monitoring and evaluating the quality of its component suppliers, its warranty obligation is affected by product failure rates, material usage and service delivery costs incurred in correcting a product failure.  Should actual product failure rates, material usage or service delivery costs differ from its estimates, revisions to the estimated warranty liability may be required.

The Company writes down its inventory for estimated obsolescence and slow moving inventory equal to the difference between the cost of inventory and the estimated net realizable market value based upon assumptions about future demand and market conditions.  Technology changes and market conditions may render some of the Company's products obsolete and additional inventory write-downs may be required.  If actual future demand or market conditions are less favorable than those projected by management, additional inventory write-downs may be required.

The Company assesses the recoverability of the carrying value of its long-lived assets, including identifiable intangible assets with finite useful lives, whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. The Company evaluates the recoverability of such assets based upon the expectations of undiscounted cash flows from such assets.  If the sum of the expected future undiscounted cash flows were less than the carrying amount of the asset, a loss would be recognized for the difference between the fair value and the carrying amount.

The Company’s ability to recover the reported amounts of deferred income tax assets is dependent upon its ability to generate sufficient taxable income during the periods over which net temporary tax differences become deductible.

The Company is subject to proceedings, lawsuits and other claims related to labor, product and other matters.  The Company assesses the likelihood of an adverse judgment or outcomes for these matters, as well as the range of potential losses.  A determination of the reserves required, if any, is made after careful analysis.  The required reserves may change in the future due to new developments.

Recent Accounting Pronouncements

In September 2006, the FASB issued SFASFinancial Accounting Standards (SFAS) No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 clarifies thatMeasurement,” which defines fair value, is the amount that would be exchanged to sell an asset or transfer a liability in an orderly transaction between market participants.  Further, the standard establishes a framework for measuring fair value in generally accepted accounting principles and expands certain disclosures aboutregarding assets and liabilities measured at fair value measurements.  SFAS 157 is effective for fiscal years beginning after November 15, 2007.value.  In February 2008, the FASB provided a one-year deferralissued FASB Staff Position (FSP) 157-1, “Application of FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13” (FSP 157-1) and FSP 157-2, “Effective Date of FASB Statement No. 157” (FSP 157-2).  FSP 157-1 amends SFAS 157 to remove certain leasing transactions from its scope.  FSP 157-2 delays the implementationeffective date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis.recurring basis (at least annually), until the beginning of the Company’s first quarter of fiscal 2010.  The adoption of the provisions related to financial assets and financial liabilities were effective for the Company’s first quarter of fiscal 2009 and did not have a material impact on its consolidated financial position, results of operations or cash flows.  The Company does not expect that the adoption of the remaining provisions of SFAS 157 will have a material impact on its consolidated financial position, results of operations or cash flows.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities," which gives companies the option to measure eligible financial assets, financial liabilities and firm commitments at fair value (i.e., the fair value option), on an instrument-by-instrument basis, that are otherwise not permitted to be accounted for at fair value under other accounting standards.  The election to use the fair value option is available when an entity first recognizes a financial asset or financial liability or upon entering into a firm commitment.  Subsequent changes in fair value must be recorded in earnings.  SFAS No. 159 iswas effective for financial statements issued forthe Company’s first quarter of fiscal years beginning after November 15, 2007.  The Company does2009 and did not expect that the adoption of SFAS 159 will have a material impact on its consolidated financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS 141 (revised 2007), “Business Combinations (“SFAS 141R”). SFAS 141R will significantly change the accounting for business combinations in a number of areas including the treatment of contingent consideration, contingencies, acquisition costs, IPR&D and restructuring costs.  In addition, under SFAS 141R, changes in deferred tax asset valuation allowances and acquired income tax uncertainties in a business combination after the measurement period will impact income tax expense.  SFAS 141R is effective for fiscal years beginning after December 15, 2008.  The Company has not yet evaluated the impact, if any, of adopting this pronouncement.
 
In December 2007, the FASB issued SFAS 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51” (“SFAS 160”).  SFAS 160 will change the accounting and reporting for minority interests, which will be recharacterized as noncontrolling interests (NCI) and classified as a component of equity.  This new consolidation method will significantly change the accounting for transactions with minority interest holders.  SFAS 160 is effective for fiscal years beginning after December 15, 2008.  The Company has not yet evaluated the impact, if any, of adopting this pronouncement.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an Amendment of FASB Statement 133” (“SFAS 161”).  SFAS 161 will change the disclosure requirements for derivative instruments and hedging activities.  Entities will be required to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows.  SFAS 161 is effective for financial statements issued forthe Company’s second quarter of fiscal years and interim periods beginning after November 15, 2008.2009.  The Company hasdoes not yet evaluatedbelieve that the adoption of this pronouncement will have a material impact if any,on its consolidated financial position, results of adopting this pronouncement.operations or cash flows.


15




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", "Liquidity and Capital Resources" and “Critical Accounting Policies” 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.



The Company is exposed to various market risks, including changes in foreign currency exchange rates and interest rates. The Company has a policy that prohibits the use of currency derivatives or other financial instruments for trading or speculative purposes.

The Company enters into forward exchange contracts to hedge certain foreign currency exposures and minimize the effect of such fluctuations on reported earnings and cash flow (see Note 6 “Derivative Instruments” to the accompanying condensed consolidated financial statements).  The Company’s ongoing foreign currency exchange risks include intercompany sales of product and services between subsidiary companies operating in differing functional currencies.



Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as required by Exchange Act Rule 13a-15.  Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms.forms and such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosures.

16

Management's Report on Internal Control over Financial Reporting
The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is a process designed under the supervision of its Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting in accordance with accounting principles generally accepted in the United States of America. Management evaluates the effectiveness of the Company's internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Management, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2008 and concluded that it is effective.
Changes in Internal Controls

There were no changes in the Company’sCompany's internal control over financial reporting identified in connection with the evaluation referred to above that occurred during the quarter ended June 30,December 31, 2008 that have materially affected, or are reasonably likely to materially affect, the registrant’sregistrant's internal control over financial reporting.

 
The Company’s size dictates that it conducts business with a minimal number of financial and administrative employees, which inherently results in a lack of documented controls and segregation of duties within the Company and its operating subsidiaries.  Management will continue to evaluate the employees involved and the control procedures in place, the risks associated with such lack of segregation and whether the potential benefits of adding employees to clearly segregate duties justifies the expense associated with such added personnel.  In addition, management is aware that many of the internal controls that are in place at the Company are undocumented controls.

Limitations on the Effectiveness of Controls

The Company believes that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all controlcontrols issues and instances of fraud, if any, within a companyCompany have been detected. The Company's disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives and the Company's Chief Executive Officer and Chief Financial Officer have concluded that such controls and procedures are effective at the "reasonable assurance" level.




The Company is one of several defendants in a patent infringement suit commenced by Lectrolarm Custom Systems, Inc. in May 2003 in the United States District Court for the Western District of Tennessee.  The alleged infringement by the Company relates to its camera dome systems and other products that represent significant sales to the Company.  Among other things, the suit seeks past and enhanced damages, injunctive relief and attorney’s fees.  In January 2006, the Company received the plaintiff’s claim for past damages through December 31, 2005 that approximated $11.7 million plus pre-judgment interest.  The Company and its outside patent counsel believe that the complaint against the Company is without merit.  The Company is vigorously defending itself and is a party to a joint defense with certain other named defendants.

17

In January 2005, the Company petitioned the U.S. Patent and Trademark Office (USPTO) to reexamine the plaintiff’s patent, believing it to be invalid.  In April 2006, the USPTO issued a non-final office action rejecting all of the plaintiff’s patent claims asserted against the Company citing the existence of prior art of the Company and another defendant.  On June 30, 2006, the Federal District Court granted the defendants’ motion for continuance (delay) of the trial, pending the outcome of the USPTO’s reexamination proceedings.  In February 2007, the USPTO issued a Final Rejection of the six claims in the plaintiff’s patent asserted against the Company, which was reaffirmed in June 2007 after the plaintiff filed a response with the USPTO requesting reconsideration of its Final Rejection.  The plaintiff has appealed the examiner’s decision to the USPTO Board of Patent Appeals and Interferences and has an additional appeal available to it thereafter in the Court of Appeals for the Federal Circuit.

The Company is unable to reasonably estimate a range of possible loss, if any, at this time.  Although the Company has received favorable rulings from the USPTO with respect to the reexamination proceedings, there is always the possibility that the plaintiff’s patent claims could be upheld inon appeal and the matter would proceed to trial.  Should this occur and the Company receives an unfavorable outcome at trial, it could result in a liability that is material to the Company’s results of operations and financial position.



There have been no material changes with respect to the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended September 30, 2007.2008.



On April 26, 2001,In May 2008, the Company announced that itsCompany’s Board of Directors authorized the repurchasepurchase of up to $1 million worth of shares of the Company’s common stock.  On May 9,In December 2008, the Company announced that its Board of Directors authorized the repurchasepurchase of up to an additionalanother $1 million worth of shares of the Company’s common stock. The following table summarizes repurchasesthe Company’s purchases of common stock in open market transactions or otherwise for the three month period ended June 30,December 31, 2008:


 
  Total       
  Number  Average  Approximate Dollar Value 
  of Shares  Price Paid  Of Shares that May Yet Be 
Period Purchased (1)  per Share  Purchased Under the Program 
          
04/01/08-04/30/08  55,951  $5.19  $1,163,408 
05/01/08-05/31/08  20,600  $4.96  $1,061,226 
06/01/08-06/30/08  32,100  $5.17  $895,399 
      Total  108,651  $5.14     
             
  Total       
  Number  Average  Approximate Dollar Value 
  of Shares  Price Paid  of Shares that May Yet Be 
Period Purchased  per Share  Purchased Under the Programs 
          
10/01/08-10/31/08  82,684  $4.96  $415,791 
11/01/08-11/30/08  25,500  $4.72  $295,330 
12/01/08-12/31/08  1,900  $4.41  $1,286,960 
      Total  110,084  $4.89     

(1)  All repurchases were executed in open market transactions.

18




None


None


None








        Exhibit
        Number     Description

    31.1      Certification of Chief Executive Officer pursuant to
                         Section 302 of the Sarbanes-Oxley Act of 2002.

    31.2      Certification of Chief Financial Officer pursuant to
                         Section 302 of the Sarbanes-Oxley Act of 2002.

    32.1      Certification of Chief Executive Officer pursuant to
                         18 U.S.C. Section 1350, as adopted pursuant to Section 906
                         of the Sarbanes-Oxley Act of 2002.

    32.2      Certification of Chief Financial Officer pursuant to
                         18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
     of the Sarbanes-Oxley Act of 2002.




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.





August 14, 2008February 12, 2009


/s/ Kenneth M. Darby/s/ John M. Badke
Kenneth M. DarbyJohn M. Badke
Chairman andSenior Vice President, Finance and
Chief Executive OfficerChief Financial Officer