EX-99.1 3 ex99_1-f8k031309.htm

Exhibit 99.1


 

 

OPHTHALMIC IMAGING SYSTEMS

CONTACTS:

GIL ALLON, CEO

221 LATHROP WAY, SUITE I

ARIEL SHENHAR, CFO

SACRAMENTO, CA 95815

(916) 646-2020

 

INVESTOR RELATIONS

TODD FROMER / GARTH RUSSELL

KCSA Strategic Communications

212-896-1215 / 212-896-1250

 

 

 

OPHTHALMIC IMAGING SYSTEMS ANNOUNCES CORPORATE DEVELOPMENTS AND FOURTH QUARTER AND YEAR END 2008 RESULTS

- - -

Appoints Uri Ram as Non-Executive Chairman

- - -

Terminates Merger Agreement with MediVision

 

SACRAMENTO, CALIF., MARCH 19, 2009 – Ophthalmic Imaging Systems, a leading digital imaging company (OIS) (OTC BB: OISI) today reported its financial results for the quarter and year ended December 31, 2008 and announces recent corporate developments.

 

For the year ended December 31, 2008, OIS reported net revenues of $12.5 million, compared with net revenues of $14.5 million for the same period in 2007. Net loss for the year ended 2008 was $(1.0) million, or $(0.06) per basic and diluted share, compared with net income of $1.6 million, or $0.09 per basic and diluted share, for the year ended December 31, 2007. The total net loss for the 2008 period includes $(0.8) million attributable to the Company’s subsidiary, Abraxas Medical Solutions. Abraxas launched EMR/PM solutions in the fourth quarter of 2008 and expects to ramp up sales in 2009.

 

For the three months ended December 31, 2008, OIS reported net revenues of $3.0 million, compared with net revenues of $3.6 million for the same period in 2007. Net loss for the quarter ended December 31, 2008 was $(0.2) million, or $(0.01) per basic and diluted share, compared with net income of $0.1 million, or $0.01 per basic and diluted share, respectively, for the same period in 2007.

 

As of December 31, 2008, the Company reported $2.2 million in cash and cash equivalents and $9.0 million in total shareholders’ equity.

 

Gil Allon, Chief Executive Officer of OIS, stated, “Over the past several quarters we have experienced major shifts in our business results that are partially due to personnel changes in our sales and marketing departments and, more recently, due to the changes in the global economy. While we have little control over the global economy, we have been actively managing our operations by monitoring costs, identifying changes in the ophthalmology market and positioning our business to capitalize on opportunities in the electronic medical records (EMR) and practice management (PM) markets.


Ophthalmic Imaging Systems
Press Release
March 19, 2009

 

 

Mr. Allon continued, “In the fourth quarter, we launched OIS branded EMR and PM solutions based on the Abraxas platform, along with five new software solutions for our Symphony Image Management system. We are excited about our Ophthalmology EMR and PM solution, which is specifically designed for the ophthalmologists, as it allows us to quickly tap into our existing base of digital imaging customers. This solution joins Abraxas’ EMR and PM solutions for the OB/GYN, Orthopedic and Primary Care markets.”

 

“Although we have taken significant steps in targeting additional markets and developing new technologies, this progress is not reflected in our financial results for 2008. We anticipate the benefits from these activities to make a meaningful impact on our financial results in the second half of 2009 as sales and marketing programs for our OIS EMR and PM solutions will have been fully implemented for several months. In addition, we anticipate sales for our EMR solutions to benefit from the U.S. government’s Stimulus Package, which offers incentives to users for utilizing a certified EHR solution,” concluded Mr. Allon.

 

Change in Chairman of the Board of Directors

OIS’s Board of Directors has appointed Mr. Uri Ram as its Non-Executive Chairman of the Board, effective immediately. Mr. Ram’s appointment follows the resignation of Mr. Yigal Berman as Chairman and as a board member due to health issues. Following these events, OIS’s Board of Directors has a total of 6 members, including 4 independent members.

 

Mr. Berman said, “Since I joined its Board of Directors in January 2005, OIS has become the leading provider of digital imaging equipment for ophthalmologists and is strongly positioned to take advantage of the burgeoning electronic medical records and practice management markets. While I am excited about the current direction of the company, I believe it is better for me to step down as chairman of the board so that I can dedicate more time to my health and family.”

 

Mr. Ram said, “We wish Yigal and his family the best as he pursues his course of treatment and thank him for his contributions to OIS. With his guidance, the company has established its place in the Ophthalmology industry. I am honored to have the chance to guide OIS forward as it markets Abraxas’ new electronic medical records and practice management solutions.”

 

Uri Ram, 60, has served as an observer on OIS’s Board of Directors since May 2008. Currently, he serves as the Senior Vice President and Chief Financial Officer of Gefen Inc. and is the CEO/Owner of Juram Ltd. and Irams Inc., management consulting companies that also invests in new startups. Since 1990, Mr. Ram has served as the President of Del-Ta Engineering & Equipment Ltd., a holding company with $30 million in sales; and as the Senior VP of Inter-Gamma Investment Ltd.

 

Mr. Ram has a Master of Arts degree from Israel National Defense College, a Bachelor of Economics and Political sciences from Bar Ilan University and participated in an EMBA program at the Tel Aviv University. Mr. Ram is a retired Brigadier General (“BG”) of the Israeli Air Force.

 

OIS

WWW.OISI.COM

221 LATHROP WAY, SUITE I

MAIN 800.338.8436

SACRAMENTO, CA 95815

FAX 916.646.0207

USA


 

Ophthalmic Imaging Systems
Press Release
March 19, 2009

 

 

Termination of Merger Agreement

OIS and MediVision have mutually agreed to terminate their merger agreement. The termination of the agreement is due to exorbitant costs the companies and associated stockholders would incur as a result of regulatory requirements. The companies initially announced the merger agreement in March 2008.

 

“While we have terminated the merger, we are currently considering alternatives to consolidate our operations with MediVision,” stated Gil Allon, Chief Executive Officer of OIS.

 

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-markets and supports their products through an extensive network of dealers, distributors, and direct representatives.

 

OIS is a registered member Company listed on www.OTCVillage.com.

 

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.

 

* * * C O N T I N U E D* * * * *

 

 

###

 

OIS

WWW.OISI.COM

221 LATHROP WAY, SUITE I

MAIN 800.338.8436

SACRAMENTO, CA 95815

USA

FAX 916.646.0207


Ophthalmic Imaging Systems

Press Release

March 19, 2009

 

 

Ophthalmic Imaging Systems

Selected Financial Data

Condensed Consolidated Statements of Operations

 

 

 

Three Months Ended

 

Twelve Months Ended

 

 

December 31,

 

December 31,

 

 

2008

 

2007

 

2008

 

2007

NET REVENUES

$ 3,006,732

 

$ 3,554,350

 

$ 12,491,117

 

$ 14,489,044

COST OF SALES

$ 1,336,415

 

$ 1,614,439

 

$ 5,768,483

 

$ 6,265,695

GROSS PROFIT

$ 1,670,317

 

$ 1,939,911

 

$ 6,722,634

 

$ 8,223,349

 

 

 

 

 

 

 

 

 

 

SALES AND MARKETING

$ 1,115,306

 

$ 1,038,673

 

$ 4,034,816

 

$ 3,494,926

 

RESEARCH AND DEVELOPMENT

$ 639,164

 

$ 461,612

 

$ 2,219,660

 

$ 1,631,220

 

GENERAL AND ADMINISTRATIVE

$ 286,134

 

$ 379,560

 

$ 1,550,492

 

$ 1,684,751

TOTAL OPERATING EXPENSES

$ 2,040,603

 

$1,879,845

 

$ 7,804,968

 

$ 6,810,897

INCOME FROM OPERATIONS

$(370,286)

 

$ 60,066

 

$(1,082,334)

 

$ 1,412,452

INTEREST AND OTHER EXPENSE, NET

$(32,697)

 

$(12,523)

 

$(84,471)

 

$ 141,104

NET INCOME BEFORE INCOME TAXES

$(402,983)

 

$ 47,543

 

$(1,166,805)

 

$ 1,553,556

 

INCOME TAXES

$204,398

 

$(50,600)

 

$203,000

 

$(940)

NET INCOME

$(198,585)

 

$ 98,143

 

$(963,805)

 

$1,552,616

 

 

 

 

 

 

 

 

 

 

BASIC NET INCOME PER SHARE

$(0.01)

 

$0.01

 

$(0.06)

 

$0.09

 

 

 

 

 

 

 

 

 

 

SHARES USED IN THE CALCULATION OF BASIC EARNINGS PER SHARE

16,866,831

 

16,847,627

 

16,866,831

 

16,682,773

 

 

 

 

 

 

 

 

 

 

DILUTED NET INCOME PER SHARE

$(0.01)

 

$0.01

 

$(0.06)

 

$0.09

 

 

 

 

 

 

 

 

 

 

SHARES USED IN THE CALCULATION OF DILUTED EARNINGS PER SHARE

16,878,106

 

17,815,988

 

16,935,998

 

18,023,500

 

 

OIS

WWW.OISI.COM

221 LATHROP WAY, SUITE I

MAIN 800.338.8436

SACRAMENTO, CA 95815

USA

FAX 916.646.0207


Ophthalmic Imaging Systems

Press Release

March 19, 2009

Ophthalmic Imaging Systems

Condensed Balance Sheet

 

 

AUDITED

 

AUDITED

 

As of Dec 31,

 

As of Dec 31,

 

2008

 

2007

ASSETS:

 

 

 

Cash and investments

2,224,625

 

7,630,284

Accounts receivable, net

1,698,093

 

2,535,843

Receivable from related parties

3,378,599

 

1,544,179

Inventories, net

1,206,733

 

746,342

Deferred tax asset

1,502,000

 

1,342,000

Prepaid and other current assets

233,418

 

507,732

 

 

 

 

TOTAL CURRENT ASSETS

10,243,468

 

14,306,380

 

 

 

 

Net property, plant and equipment

409,280

 

416,838

Restricted cash for line of credit

158,031

 

168,218

Licensing agreement

273,808

 

273,808

Prepaid products

460,000

 

460,000

Merge capitalization

1,047,047

 

527,327

Capitalized software development

1,150,831

 

-

Imaging software

424,244

 

-

AcerMed asset purchase

570,077

 

90,815

Other assets

436,970

 

443,509

 

 

 

 

TOTAL ASSETS

15,173,756

 

16,686,895

 

 

 

 

CURRENT LIABILITIES:

 

 

 

Accounts payable

831,980

 

726,573

Notes payable current portion

1,611,063

 

1,029,643

Accrued liabilities

1,072,551

 

1,437,313

Customer deposits

101,679

 

55,435

Deferred warranty revenue

1,910,824

 

1,604,315

 

 

 

 

TOTAL CURRENT LIABILITIES

5,528,097

 

4,853,279

 

 

 

 

LONG TERM DEBT:

 

 

 

Line of credit

150,000

 

150,000

Notes Payable, less current portion

500,159

 

1,564,226

 

 

 

 

TOTAL LONG TERM DEBT

650,159

 

1,714,226

 

 

 

 

STOCKHOLDERS’ EQUITY:

 

 

 

Capital stock – common

16,504,773

 

16,474,720

Additional paid in capital

966

 

191,104

Accumulated deficit

($7,510,239)

 

($6,546,434)

 

 

 

 

TOTAL STOCKHOLDERS’ EQUITY

8,995,500

 

10,119,390

 

 

 

 

TOTAL LIABILITIES AND EQUITY

15,173,756

 

16,686,895

 

# # #

 

OIS

WWW.OISI.COM

221 LATHROP WAY, SUITE I

MAIN 800.338.8436

SACRAMENTO, CA 95815

USA

FAX 916.646.0207