Viking Systems, Inc. Reports Second Quarter 2012 Results

WESTBOROUGH, MA--(Marketwire - August 14, 2012) - Viking Systems, Inc. (OTCBB: VKNG), a leading worldwide developer, manufacturer and marketer of 3D and 2D visualization solutions for complex minimally invasive surgery today announced results for the quarter ended June 30, 2012.

Summary Financial Results for the Quarter

• Sales were $2.2 million for the second quarter of 2012, a decrease of 11% compared with the $2.5 million of sales reported for second quarter of 2011.

• Second quarter sales included revenue from sales of ten of Viking’s 3DHD Vision Systems, including eight systems for clinical use outside the USA and two distributor demonstration systems.

• Gross profit for the quarter was $433,000 or 20% of sales, an increase of 13% compared with gross profit of $385,000 or 15% of sales reported for second quarter of 2011.

• The net loss for the quarter was $890,000 or $0.01 per share, compared with a net loss of $860,000 or $0.01 per share in the second quarter of 2011.

CONMED Corporation to Acquire Viking Systems, Inc
Additionally, in a joint announcement earlier today CONMED Corporation and Viking Systems announced that the companies have entered into a definitive agreement providing for CONMED to acquire Viking for $0.27 per share in cash. The purchase price represents a 42% premium over the closing price of Viking’s common stock on August 13, 2012. Under the terms of the transaction, a wholly-owned subsidiary of CONMED will promptly commence a tender offer to purchase all of Viking’s outstanding shares of common stock for $0.27 per share in cash. Following successful completion of the tender offer, CONMED will acquire all remaining shares not tendered into the offer through a second-step merger at the same price as in the tender offer.

The proposed transaction has been approved by the boards of directors of both companies. In addition, certain Viking stockholders have entered into Tender and Voting Agreements under which they have agreed, among other things, to tender into the tender offer all shares of Viking’s common stock that they beneficially own. As of August 13, 2012, these stockholders own an aggregate of approximately 43% of Viking’s issued and outstanding shares.

About Viking Systems, Inc.
Viking Systems, Inc. is a leading worldwide developer, manufacturer and marketer of 3D and 2D visualization solutions for complex minimally invasive surgery. It actively markets and sells the only stand alone, FDA cleared, cost-effective 3D system for use in minimally invasive laparoscopic surgery. Viking partners with medical device companies and healthcare facilities to provide surgeons with proprietary visualization systems enabling minimally invasive surgical procedures, which reduce patient trauma and recovery time. Viking, through its OEM products business, also designs and manufactures surgical vision systems and components for several leading medical instrument companies worldwide. For more information, please visit our website at www.vikingsystems.com.

Forward-Looking Statements
This press release contains forward-looking statements. These forward-looking statements are estimates reflecting the best judgment of our management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. These forward-looking statements should, therefore, be considered in light of various important factors as described in our annual report on Form 10-K under the heading “Risk Factors” as updated from time to time by our quarterly reports on Form 10-Q and our other filings with the Securities and Exchange Commission. Statements concerning forecasts, revenue growth, profitability, production and shipment of units, future financial results, and statements using words such as “estimate”, “project”, “plan”, “intend”, “expect”, “anticipate”, “believe” and similar expressions are intended to identify forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. We undertake no obligation to publicly update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events, except as required by law.

Important Information about the Tender Offer
The tender offer described in the press release disseminated by CONMED Corporation and us on August 14, 2012 has not yet commenced. This communication relates to a press release regarding our earnings release for the quarter ended June 30, 2012. This communication is neither an offer to purchase nor a solicitation of an offer to sell any securities. At the time the offer is commenced, CONMED will file a Tender Offer Statement on Schedule TO containing an Offer to Purchase, a related Letter of Transmittal and other documents relating to the tender offer, and thereafter we will file a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the offer.

In connection with the proposed transaction and required stockholder approval, we will file a proxy statement with the SEC. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT VIKING AND THE TRANSACTION. Investors and Security holders may obtain free copies of these documents (when they are available) and other documents filed with the SEC at the SEC’s web site at www.sec.gov. In addition, the documents we filed with the SEC may be obtained free of charge by contacting Viking Systems, Inc., 134 Flanders Road, Westborough, MA, 01581, Attention: Corporate Secretary. Our filings with the SEC are also available on our website at: http://www.vikingsystems.com/.

 Sales of OEM and Branded Products were as follows: Three Months Ended June 30, 2012 2011 Change ---------- ---------- ---------- Branded products $ 652,865 $1,023,877 $(371,012) OEM products and service 1,514,203 1,485,202 29,001 ---------- ---------- ---------- Total sales $2,167,068 $2,509,079 $(342,011) ========== ========== ========== 3DHD Clinical Systems 8 8 - 3DHD Demonstration Systems 2 8 (6) ---------- ---------- ---------- Total 3DHD Systems 10 16 (6) ---------- ---------- ---------- 3Di Systems (predecessor product) - - - ---------- ---------- ---------- Total 3D systems 10 16 (6) ========== ========== ========== Six Months Ended June 30, 2012 2011 Change ---------- ---------- --------- Branded products $2,132,300 $2,427,622 $(295,322) OEM products and service 3,550,647 3,204,051 346,596 ---------- ---------- --------- Total sales $5,682,947 $5,631,673 $ 51,274 ========== ========== ========= 3DHD Clinical Systems 25 15 10 3DHD Demonstration Systems 6 18 (12) ---------- ---------- --------- Total 3DHD Systems 31 33 (2) ---------- ---------- --------- 3Di Systems (predecessor product) - 4 (4) ---------- ---------- --------- Total 3D systems 31 37 (6) ========== ========== ========= Condensed Statements of Operations - Unaudited Three Months Ended Six Months Ended June 30, June 30, ------------------------ ------------------------ 2012 2011 2012 2011 ----------- ----------- ----------- ----------- Sales, net $ 2,167,068 $ 2,509,079 $ 5,682,947 $ 5,631,673 Cost of sales 1,733,915 2,124,489 4,290,738 4,595,325 ----------- ----------- ----------- ----------- Gross profit 433,153 384,590 1,392,209 1,036,348 ----------- ----------- ----------- ----------- Operating expenses: Selling and marketing 524,763 455,120 1,130,790 933,483 Research and development 349,484 362,670 661,385 618,633 General and administrative 449,031 427,272 891,602 861,137 ----------- ----------- ----------- ----------- Total operating expenses 1,323,278 1,245,062 2,683,777 2,413,253 ----------- ----------- ----------- ----------- Operating loss (890,125) (860,472) (1,291,568) (1,376,905) Total other income 81 344 147 70,522 ----------- ----------- ----------- ----------- Net loss $ (890,044) $ (860,128) $(1,291,421) $(1,306,383) =========== =========== =========== =========== Net loss per share - basic and diluted $ (0.01) (0.01) $ (0.02) $ (0.02) =========== =========== =========== =========== Weighted average shares - basic and diluted 72,554,620 66,920,426 72,554,620 62,948,738 =========== =========== =========== =========== 

Operating Loss Before Non-Cash Charges

Management assesses operational performance and improvement by measuring and reporting our operating loss before noncash charges. Management believes this non-GAAP metric is useful in understanding our ability to generate cash, before consideration of working capital or capital expenditure needs.

A reconciliation of net loss in accordance with U.S. generally accepted accounting principles, or GAAP, to the non-GAAP measure of operating loss before non-cash charges is as follows:

 Three Months Ended Six Months Ended June 30, June 30, 2012 2011 2012 2011 ----------- ----------- ----------- ----------- Net loss, as reported $ (890,044) $ (860,128) $(1,291,421) $(1,306,383) Adjustments: Total other (income)/expense (81) (344) (147) (70,522) ---------- ---------- ---------- ---------- Operating loss, as reported (890,125) (860,472) (1,291,568) (1,376,905) Non-cash stock option expense 70,093 103,628 144,042 199,925 Depreciation and amortization 138,028 91,058 268,826 169,633 ----------- ----------- ----------- ----------- Operating loss before non-cash charges $ (682,004) $ (665,786) $ (878,700) $(1,007,347) =========== =========== =========== =========== Condensed Balance Sheets June 30, December 31, 2012 2011 ------------- ------------- Assets (unaudited) Current assets: Cash and cash equivalents $ 514,475 $ 1,261,864 Accounts receivable, net 1,270,146 1,184,064 Inventories 2,278,714 2,308,564 Prepaid expenses and other current assets 142,797 58,704 ------------- ------------- Total current assets 4,206,132 4,813,196 Property and equipment, net 513,625 627,128 ------------- ------------- Total assets $ 4,719,757 $ 5,440,324 ============= ============= Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 1,516,178 $ 1,131,694 Accrued expenses 853,183 654,908 Deferred revenue 154,711 310,658 ------------- ------------- Total current liabilities 2,524,072 2,097,260 ------------- ------------- Noncurrent liabilities 579,444 579,444 ------------- ------------- Total stockholders’ equity 1,616,241 2,763,620 ------------- ------------- Total liabilities and stockholders’ equity $ 4,719,757 $ 5,440,324 ============= =============