-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HQ5tJMSYIURmoCg95soqrGbQc1eYLpwkiF/XnqkwcsMQkXHZu+QcTcqyNSfU4R8k eaPel9Br+pxK9kpfFA3stQ== 0000910680-06-000196.txt : 20060309 0000910680-06-000196.hdr.sgml : 20060309 20060309101256 ACCESSION NUMBER: 0000910680-06-000196 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060307 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060309 DATE AS OF CHANGE: 20060309 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OPHTHALMIC IMAGING SYSTEMS CENTRAL INDEX KEY: 0000885317 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 943035367 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11140 FILM NUMBER: 06674893 BUSINESS ADDRESS: STREET 1: 221 LATHROP WAY STREET 2: SUITE 1 CITY: SACRAMENTO STATE: CA ZIP: 95815 BUSINESS PHONE: 9166462020 MAIL ADDRESS: STREET 1: 221 LATHROP WAY STREET 2: SUITE 1 CITY: SACRAMENTO STATE: CA ZIP: 95815 FORMER COMPANY: FORMER CONFORMED NAME: OPHTHALMIC IMAGING SYSTEMS INC DATE OF NAME CHANGE: 19930328 8-K 1 f8k030706.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 7, 2006 OPHTHALMIC IMAGING SYSTEMS (Exact Name of Registrant as Specified in its Charter) CALIFORNIA 1-11140 94-3035367 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File Number) (I.R.S. Employer of Incorporation) Identification No.) 221 Lathrop Way, Suite I Sacramento, California 95815 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (Registrant's telephone number, including area code): (916) 646-2020 Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On March 7, 2006, Ophthalmic Imaging Systems (the "Registrant") issued a press release announcing financial results for the fiscal quarter and year ended December 31, 2005, attached hereto as Exhibit 99.1. ITEM 7.01. REGULATION FD DISCLOSURE. On March 7, 2006, the Registrant issued the press release attached hereto as Exhibit 99.1. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit Number Description -------------- ----------- 99.1 Press Release of the Registrant dated March 7, 2006. -2- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 7, 2006 OPHTHALMIC IMAGING SYSTEMS By: /s/ Ariel Shenhar ------------------------------------ Name: Ariel Shenhar Title: Chief Financial Officer EX-99 2 ex99_1-f8k030706.txt EX_99.1; PRESS RELEASE (W/FINANCIAL STATEMENTS) Exhibit 99.1 OPHTHALMIC IMAGING SYSTEMS ANNOUNCES RECORD FOURTH QUARTER AND YEAR-END RESULTS FOR 2005 - - - Company Reports 35% Increase in Operating Income and 21% Increase in Revenues for the Year - - - 5th Consecutive Year of Increased Profitability SACRAMENTO, CALIF., MARCH 7, 2006 - Ophthalmic Imaging Systems (OTCBB: OISI) (OIS) today reported financial results for the fourth quarter and fiscal year ended December 31, 2005. OIS reported net revenue for the year ended December 31, 2005 increased 21% to $13,651,000 from $11,294,000 in 2004. Operating income for the year climbed approximately 35% to $1,890,000, compared to $1,399,000 in the prior year. Net income for 2005 was $1,755,000, or $0.11 earnings per diluted share, compared to $1,705,000, or $0.11 earnings per diluted share, in 2004. Net income in 2005, excluding a tax benefit of $53,000, was $1,702,000, an increase of 48% compared to net income in 2004 of $1,147,000, excluding a tax benefit of $558,000. The Company reported net revenue of $4,142,000 for the fourth quarter of 2005 compared with net revenues of $3,523,000 for the fourth quarter of 2004, an increase of 18%. Operating income for the fourth quarter of 2005 climbed 20% to $510,000, compared to $424,000 in the prior year. Net income for the fourth quarter was $499,000, or $0.03 earnings per diluted share, compared to $893,000, or $0.06 earnings per diluted share, during the same period last year. Net income for the quarter excluding a tax benefit of $79,000, increased approximately 25% to $421,000, compared to fourth quarter 2004 net income of $335,000 excluding a tax benefit of $558,000. Gil Allon, Chief Executive Officer of the Company, commented, "Our strong performance in 2005 led to a record year in revenue and operating income. We continue to experience strong sales from our line of digital imaging equipment products. In October 2005, we announced four new products, the OIS WinStation 11KTM, OIS WinStation XPTM Version 10.3 Software, OIS WinStation ManagerTM, and OIS Ophthalmology OfficeTM Retinal Templates. In addition we recently announced an important contract with leading health care provider Henry Ford Health System to upgrade the ophthalmology departments in 15 of their locations to fully integrated digital systems. * * * * C O N T I N U E D* * * * * In 2005, we completed our first full year of sales for the Ophthalmology Office, an advanced informatics line of products introduced to the ophthalmology market in mid 2004. We continue to build sales momentum and believe our marketing strategy for Ophthalmology Office remains on track with a strong foundation for future sales. Our plan is to leverage our existing digital imaging equipment customers to drive strong growth for Ophthalmology Office in fiscal 2006." Ariel Shenhar, Chief Financial Officer of OIS, stated, "Through our solid market performance we continue to strengthen our cash position, which increased 98% to $3.9 million as of December 31, 2005, from $2 million the same period last year. As of December 31, 2005, working capital was $4.7 million, compared to $1.7 million a year ago. Total shareholder equity as of December 31, 2005 was $4.6 million compared to $2.4 million as of December 31, 2004, an increase of 93%." ABOUT OPHTHALMIC IMAGING SYSTEMS Ophthalmic Imaging Systems (www.oisi.com), a majority-owned subsidiary of MediVision, is the leading provider of ophthalmic digital imaging systems. The Company designs, develops, manufactures and markets digital imaging systems and informatics solutions for the eye care market. With over twenty years in the ophthalmic imaging business, the Company has consistently introduced new, innovative technology. The Company, together with MediVision, co-market and support their products through an extensive network of dealers, distributors, and direct representatives. Statements in this press release which are not historical data are forward-looking statements which involve known and unknown risks, uncertainties, or other factors not under the Company's control, which may cause actual results, performance, or achievements of the Company to be materially different from the results, performance, or other expectations implied by these forward-looking statements. These factors include, but are not limited to, those detailed in the Company's periodic filings with the Securities and Exchange Commission. (TABLES FOLLOW) OPHTHALMIC IMAGING SYSTEMS SELECTED FINANCIAL DATA STATEMENT OF INCOME
UNAUDITED AUDITED THREE MONTHS ENDED TWELVE MONTHS ENDED DECEMBER 31, DECEMBER 31, ------------------------------- ------------------------------- 2005 2004 2005 2004 ------------ ------------ ------------ ------------ Sales - Total $4,142,171 $3,523,202 $13,650,507 $11,293,592 Cost of sales - Total $1,731,101 $1,496,663 $5,766,883 $4,793,518 ------------ ------------ ------------ ------------ Gross Profit $2,411,070 $2,026,539 $7,883,624 $6,500,074 Operating Expenses: Sales & Marketing $1,180,684 $925,861 $3,439,046 $2,907,844 General & Administrative $444,036 $409,048 $1,442,959 $1,205,765 Research & Development $276,710 $267,736 $1,112,023 $987,769 ------------ ------------ ------------ ------------ Total Operating Expenses $1,901,430 $1,602,645 $5,994,028 $5,101,378 Operating Income $509,640 $423,894 $1,889,596 $1,398,696 Interest & Other Expense, Net ($88,877) ($88,511) ($187,342) ($252,100) ------------ ------------ ------------ ------------ Income before Taxes $420,763 $335,383 $1,702,254 $1,146,596 Income Tax Benefit (expense) $78,000 $558,000 $53,000 $558,000 ------------ ------------ ------------ ------------ Net Income $498,763 $893,383 $1,755,254 $1,704,596 ============ ============ ============ ============ Basic Earnings per share $0.03 $0.06 $0.12 $0.12 Shares used in the calculation of basic earnings 15,446,211 15,033,585 15,205,689 14,771,112 per share Diluted Earnings per share $0.03 $0.06 $0.11 $0.11 Shares used in the calculation of diluted 17,234,532 15,940,595 16,530,277 15,772,214 earnings per share
OPHTHALMIC IMAGING SYSTEMS CONDENSED BALANCE SHEET As of Dec 31, As of Dec 31, 2005 2004 Actual Actual ----------- ----------- ASSETS: Cash and investments 3,940,706 1,990,310 Accounts receivable, net 2,841,203 1,855,009 Receivable-Related Party 690,756 Inventories, net 380,676 515,391 Deferred Tax Asset 1,124,000 1,029,000 Other current assets 300,077 189,393 ----------- ----------- TOTAL CURRENT ASSETS 9,277,418 5,579,103 Furniture & Equipment 107,787 150,487 Receivable-Related Party 1,055,512 Other assets 205,355 287,929 ----------- ----------- TOTAL ASSETS 9,590,560 7,073,031 =========== =========== CURRENT LIABILITIES: Accounts payable 512,914 472,167 Note Payable Short Term 508,109 776,338 Accrued liabilities 3,596,102 2,588,907 ----------- ----------- TOTAL CURRENT LIABILITIES 4,617,125 3,837,412 ----------- ----------- LONG TERM DEBT: Notes Payable, less current portion 349,237 838,362 ----------- ----------- TOTAL LIABILITIES 4,966,362 4,675,774 =========== =========== STOCKHOLDERS' EQUITY: Capital stock -- Common 14,974,007 14,502,320 Retained earnings (deficit) (10,349,809) (12,105,063) ----------- ----------- TOTAL STOCKHOLDERS' EQUITY 4,624,198 2,397,257 =========== =========== ----------- ----------- TOTAL LIABILITIES AND EQUITY 9,590,560 7,073,031 =========== =========== # # # -----END PRIVACY-ENHANCED MESSAGE-----