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    Optical Systems, Inc.

    Rating: Speculative Buy

    Market Data July 8, 2008Symbol OPSYExchange OTCPKCurrent Price $0.16Price Target $0.50

    RatingSpeculative

    BuyOutstanding Shares 94.6 million

    Market Cap. $15.1 millionAverage Volume NA

    Source: Yahoo Finance, Analyst estimates

    Company Overview

    Optical Systems Inc. (OPSY), through its wholly owned

    subsidiary, Automotive Software Designers, Inc., provides frontoffice software for automotive dealerships nationwide. OPSYs

    save-a-deal software has been shown to significantly improve

    dealer efficiency by automating workflow within a dealership,

    eliminating manual forms and reducing the time needed to desk

    and finance a deal. The Company further differentiates its

    software from industry competitors products by providing

    value-added services such as management consulting, network

    support and business development call center services to clients.

    At present, OPSY has 21 franchised automotive dealerships using

    its front office software. In June 2008, the Company announced

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    the opening of a business development call center which will

    further support its save-a-deal customers. Integrated with OPSYs

    sales information system the business development call center

    will help auto dealers convert more leads into showroom sales bypromptly responding to customer enquiries.

    The Company has installed its save-a-deal software at Frank Kent

    Honda, one of the oldest and largest Honda dealers in Teas. This

    and other dealer relationships are enhancing the Companys

    visibility and multiplying its sales opportunities. More recently,

    OPSY announced a marketing partnership with Alphatrade.com,a media and marketing company, where Alphatrade will assist

    OPSY with digital marketing, media and networking. The

    Company has raised $2.4 million in capital since its inception and

    is contemplating a $2 million strategic financing arrangement

    with potential partners. These funds would be used for

    marketing purposes and expanding the Companys customerbase.

    In November 2007, the Company, formerly known as Optical

    Systems Holdings, acquired 100% of the issued and outstanding

    stock of Automotive Software Designers, Inc (ADS), which owned

    the save-a-deal software. Prior to closing this deal, ADSs owner

    B.J. Grisaffi acquired a majority stake in OPSY. Mr. Grisaffi hasmore than 30 years of automotive dealership and related

    experience and currently serves as OPSYs President, CEO and a

    director. In addition, two prominent directors have been added

    in 2008. Keith Orr, a legendary figure in the automotive industry

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    and CEO/co-owner of Orr Automotive, recently joined OPSYs

    board. So has William Mokry, an automotive industry veteran

    who held executive management positions with two major U.S.

    auto manufacturers. Mr. Mokry currently owns and manages amulti-location sub-prime automobile sales and finance company.

    Management believes the new business development call center

    the Company opened last month significantly enhances the value

    proposition OPSY offers customers since it frees dealership sales

    professionals to focus on selling and closing car sales, rather than

    chasing down leads. The save-a-deal business development callcenter is unique in that it is staffed by trained vehicle sales

    professionals and not the more typical low-skill call center

    workers. Preliminary results suggest that save-a-deal dealerships

    utilizing the services of the business development call center can

    expect to more than double closing rates for their stores.

    Investment Highlights

    Auto dealerships seek competitive advantages through bettersales tools

    The Company serves a competitive, highly fragmented

    automotive dealership market consisting of some 21,800

    franchised dealers nationwide and tens of thousands of

    independent dealers. Intense competition for customers has given

    car buyers strong bargaining power. As a result, industry profit

    margins are under pressure. Unable to boost prices on most

    vehicle models, dealers are focusing instead on maintaining

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    margins through greater efficiency. OPSYs save-a-deal front

    office software enables dealers to significantly improve efficiency

    by automating workflow, eliminating paper forms and

    streamlining deal financing.

    Dealers desperate for sales follow-up tools

    OPSY is addressing an unmet market need by developing call

    centers that provide customer follow-up calls for save-a-deal

    dealers. The ability to offer this highly profitable service is a

    natural offshoot of the save-a-deal package since the system

    requires the dealers sales associate to acquire a customers

    information at the point of sale. Auto dealerships are in desperate

    need of efficient, reliable sales follow-up tools and the Companys

    call centers are uniquely positioned to fill that need.

    OPSYs integrated software is supported by valued-addedservices

    The Companys save-a-deal software combines sales prospecting,

    CRM, deal desking and inventory management functionalities in

    one integrated tool. OPSY also offers its dealer customers value-

    added services such as management consulting, networking

    solutions and business development call center support. The

    Companys feature-rich software and related services

    differentiates OPSYs product from the competition. Other

    software vendors serving this niche market offer software limited

    to only one particular application such as desking, inventory

    management or Internet CRM.

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    Installed dealership base and new marketing partnership

    The Company has installed its save-a-deal software at 21

    dealerships nationwide and recently completed a software

    installation at Frank Kent Honda, one of the oldest and largest

    Honda dealerships in Texas. The Company plans to further boost

    its brand visibility and sales prospects through a marketing

    partnership with Alphatrade.com. This marketing company is

    known for its ability to tailor its programs to target specific

    demographics in a cost-effective manner. Brand awareness in the

    automotive industry is essential to OPSYs long-term success;Alphatrade is designing a marketing program specifically tailored

    to achieving this objective.

    OPSY anticipates robust revenue growth and profitability in2008

    With all the development work on its principal software package

    essentially completed, the Companys 2008 R&D spending

    requirements are minimal and OPSY is free to redirect its

    resources towards marketing and sales. Management targets 50%

    quarter-over-quarter growth over the next several quarters and

    estimates 2008 revenues will fall in a $0.7 million range. High

    gross margins on both software and business development call

    center sales (i.e. 95% margins) enabled OPSY to turn profitable inthe first quarter of 2008 and we anticipate the Company will

    report a modest net profit for full-year 2008.

    Experienced management team directs OPSYs growth

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    Company President/CEO, B.J. Grisaffi, has more than 30 years of

    experience managing automobile dealerships. He, along with his

    team, pioneered the save-a-deal program and led the

    development of the software. Keith Orr, who recently joined theCompany as a director, is a legendary figure in the automotive

    industry He was the CEO and majority owner of Orr Automotive

    Group. and brings to OPSY substantial marketing, sales, product

    development and dealership management experience. In July,

    William Mokry, an automotive industry veteran who held

    executive management positions with two major U.S. automanufacturers, was added to the board. Mr. Mokry currently

    owns and manages a multi-location, sub-prime automobile sales

    and finance company.

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    Automotive Dealership Market

    Highly fragmented and competitive market

    The vast majority of new car sales in the U.S. are generated bysome 21,800 franchised automotive dealerships nationwide which

    have combined annual revenues of approximately $675 billion.

    The industry is highly fragmented, with the top dealerships

    accounting for less than 10% of industry revenues. However, the

    automotive dealership industry has begun to consolidate in

    recent years due to declining new vehicle sales, competition fromon-line sources, and other competitive challenges which have

    resulted in pricing and margin pressure. Unable to raise vehicle

    prices, car dealers are focusing instead on improving efficiencies

    as a means for boosting profits. This scenario is creating demand

    for integrated software products that can help improve front

    office efficiency. Vendors of value-added software and services

    such as Optical Systems, Inc. are uniquely well-positioned to

    address the evolving needs of this niche market.

    Exhibit 1: State-by-state breakdown of auto dealerships

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    Alabama

    345

    Arizona 256

    Montana 132

    Washi ngton 383

    Orego n 274

    Idaho 123

    Nevada 118

    Utah 153

    New Mexico 140

    Colo rado 284

    California

    1,594

    Texas 1,346

    Oklahoma 299

    Kansas 258

    Wyo ming 70

    North Dakota96

    Arkansas267

    Nebraska 213

    South Dakota117

    Minnesota38

    Iowa

    369

    Missouri494

    Louisiana

    337

    Mississippi

    242

    Tennessee420

    Kentucky

    298

    Wisconsin597

    Michigan

    759

    Illinois934

    Indiana521

    Ohio

    958 WestVirginia

    169

    Pennsylvania

    1,161

    New York1,112

    Virginia

    551

    North Carolina

    692

    Georgia603

    South

    Carolina326

    Florida

    948

    Maine

    144Vermont

    97

    New Hampshire 169

    Massachusetts 478

    Maryland 358

    Rhod e Island 63

    New Jersey 574

    Delaware 65

    Conn ecticut 320

    Alaska 38

    Hawaii 66

    D.C. 1

    Source: NADA

    Exhibit 2: Breakdown of U.S. auto dealerships, by volume of new-unitsales

    0

    2,500

    5,000

    7,500

    10,000

    0-149 150-399 400-749 750+

    Numberofdealerships

    1988 1998 2008

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    Source: NADA Industry Analysis Division

    More vehicles on the road today than ever before

    The number of vehicles operating in the United States grew to

    more than 248 million in June, 2007. The number of vehicles on

    the road increased 2% annually between 2000 and 2007.

    Although new vehicles registrations have declined modestly in

    recent years, the used car market remains robust, providing

    automotive dealers with ample opportunities for increasing sales

    volume In addition to selling cars, most dealers now generate

    significant incremental profits from selling insurance and

    financing services to their customers. The increasing complexity

    of automotive dealership operations has created the need for

    software tools that can streamline and automate several

    processes.

    Exhibit 3: Total Vehicles in operation by year

    180

    200

    220

    240

    260

    1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007

    Millions

    Source: The Polk Co. & NADA

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    Exhibit 4: Aftermarket income (As % of new- and used-vehicledepartment gross profit)

    0%

    5%

    10%

    15%

    20%

    25%

    30%

    1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007

    Finance and insurance Service contract and other Source: NADA Industry Analysis Division

    Margin gains targeted through efficiencies

    Intense competition among automotive dealers has led to

    declining industry profits. The profitability of new vehicles sales

    has been adversely impacted by lower sales volume, large

    inventories, generous consumer incentives and higher floor plan

    and energy costs. In the last two years, net profits on new vehicle

    sales have fallen below the breakeven level for most automotive

    dealers. As a result, auto dealers must now rely on used car sales

    to generate more of their profits. Although net profits on used car

    sales have declined marginally in recent years, these sales remain

    very attractive compared to new car sales. NADA (National

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    Automobile Dealers Association) claims that despite lower

    profits, dealer gross margins have remained relatively stable; it is

    only net margins that have declined. To improve net margins,

    automotive dealers are seeking way to reduce overhead andautomate processes, installing software and other efficiency tools

    that can provide a rapid return on investment.

    Exhibit 5: New-vehicle departmentnet profit

    Exhibit 6: Used-vehicle departmentnet profit

    -50

    0

    50

    100

    150

    200

    1997

    1998

    1999

    2000

    2001

    2002

    2003

    2004

    2005

    2006

    2007

    '000s$

    0

    40

    80

    120

    160

    1997

    1998

    1999

    2000

    2001

    2002

    2003

    2004

    2005

    2006

    2007

    '000s$

    Source: NADA Industry Analysis Division

    Cluttered software competitive landscape

    Many vendors have developed software with applications for

    automotive dealerships; product offerings range from pure CRM-

    related software to Internet-based applications and database

    management services. This niche software market is characterized

    by rapidly changing technology needs, continuous innovations

    and a growing emphasis on ease of use. Factors that determine

    the most successful software vendors are the size of the installed

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    customer base, hassle-free usage, strong branding and product

    functionality.

    OPSY offers the industrys most complete end-to-end software

    solutions for car sales and dealership front office operations. The

    Company further differentiates its product with value-added

    services such as management consulting, networking solutions

    and business development call center services for save-a-deal

    dealerships.

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    Exhibit 7: OPSY competitive advantage.

    Source: Company Reports

    Product Strategy

    OPSY has developed a superior software solution that provides a

    broad range of functionalities. The Company markets the

    industrys only integrated lead sourcing, Internet CRM, desking

    and inventory management tool. In addition to feature-richsoftware, OPSY supports its save-a-deal customers with business

    development call center, management consulting and network

    solution services. OPSYs President/ CEO B.J. Grisaffi, and new

    directors Keith Orr and William Mokry have extensive dealership

    Optical Systems, Inc Software Solutions ManagementConsultin

    Network Solutions Call Center Solutions

    The Reynolds &Reynolds Company Software Solutions Professional Services IT Solutions

    Automatic DataProcessing

    Business Outsourcingsolutions

    DealerstrackHoldings Inc. Software Solutions

    Cobalt Internet Advertisingand Marketing services

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    management backgrounds and have imparted their accumulated

    wisdom in the Companys feature-rich software.

    Save-a-deal software

    The Companys save-a-deal software offers customers the

    following:

    -Document and source all sales prospects from the Internet,

    telephone, walk-in traffic and appointments;

    - Facilitate, control and monitor follow-up with the CRM tool;

    - Control and monitor the sales process with a customized desk

    dealing tool;

    -Control new and used vehicle inventories with inventory

    management tools.

    Exhibit 8: Products and services

    Optical Systems Inc. Products and Services

    Products Services

    Save-A-Deal Software

    Deal Deskings Sales DepartmentOne Piece

    FinanceDepartment Menu

    InventoryManagement

    BusinessDevelopment Center

    Solutions

    Save-A-DealReports

    Internet CRMCapabilities

    Drivers LicenseScanner

    DMS Integration

    Management

    Consulting

    Network Solutions

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    Source: Company Reports

    The Company also provides management consulting to

    dealerships on a weekly basis, drawing on the experience of

    personnel who have held positions such as General Manager,

    Sales Manager and Finance and Insurance Manager. Recognizing

    the industrys desperate need for customer follow-up calls, OPSY

    has integrated its save-a-deal software with a businessdevelopment call center that will enable automotive dealers to

    convert more leads into showroom sales.

    The Company also provides network services that help

    automotive dealers solve their complex IT problems. Few

    dealerships have the in-house technical expertise to address

    network issues.

    Business Strategy

    The Companys business strategy encompasses every aspect of

    its operations from product development and positioning to

    marketing, brand building and funding strategies.

    Call center solution enhances customer acquisition andretention

    OPSY is enhancing its value proposition to automotive

    dealerships by leveraging the customer leads gathered through

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    the front office software with business development call centers

    which convert leads into showroom sales. Preliminary results

    indicate that dealers using the support services of the business

    development call center can expect to more than double closingrates for their stores. The call center frees dealership sales

    personnel from mundane, low value tasks such as handling

    incoming preliminary sales inquiries, making outbound follow

    up calls to customers and qualified prospects, and

    calling\emailing prospective Internet leads. The Company staffs

    its call center with trained vehicle sales personnel instead of theinexperienced, low skill workers typically associated with call

    center operations.

    Management consulting services and network services furtherenhance offerings

    OPSY makes management consulting services available to its auto

    dealer customers and also uses its contacts with senior networkengineers to assist customers in solve complex network issues.

    Plans shift from R&D to revenue generation

    With product development essentially complete, OPSY is shifting

    its focus from research and development to product sales and

    marketing. Management targets growth averaging 50% per

    quarter over the next several quarters and shifting its marketing

    plan into high gear with Alphatrades help.

    Creating brand awareness

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    The Company recognizes that brand awareness within the

    automotive marketplace is essential for its longer-term success.

    Accordingly, OPSY is partnering with marketing guru

    Alphatrade to create and roll out a highly targeted and effectivemarketing campaign.

    Plans to raise funds via an equity private placement

    The Company currently has 21 franchised dealers using its save-

    a-deal software and is discussing a strategic financing

    arrangement with potential partners which could raise $2.0

    million in additional capital and fund further expansion of its

    marketing efforts and customer base.

    Exhibit 9: Business Strategy

    Source: Beacon Equity Research

    BusinessStrategy

    Creatingbrand

    awareness

    Raising fundsvia privateplacement

    Call center servicesfor customeracquisition andretention,

    Shift fromR&D torevenue

    generation.

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    Competitive Analysis

    OPSYs closest direct competitor, DealerTrack Holdings,

    generates annual sales approaching $250 million. DealerTrack

    Holdings and other competitors are described below:

    DealerTrack Holdings Inc

    DealerTrack Holdings provides on-demand software and data

    solutions for U.S. automotive dealerships. The company utilizes

    the Internet to link automotive dealers with banks, finance

    companies, credit unions and other financing sources, and also

    other service and information providers, such as the major credit

    reporting agencies. As of December 31, 2007, DealerTrack

    Holdings had more than 22,000 automotive dealers

    (approximately 90% of all franchised dealers) in its network andover 450 financing sources as well as other service and

    information providers. The company is headquartered in Lake

    Success, New York and primarily operates in the U.S. and

    Canada.

    Automatic Data Processing

    Automatic Data Processing, Inc. provides computerized

    transaction processing, data communication and information

    services. ADP also provides payroll processing (including full

    departmental outsourcing) and human resource administration

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    services in Canada and Europe. It also offers wage and tax

    collection, and remittance services in Canada. ADP was

    incorporated in 1961, and is headquartered in Roseland, New

    Jersey. It operates primarily in the U.S. and has 46,000 employees.

    Reynolds and Reynolds Company

    Reynolds and Reynolds Company is an integrated solutions

    provider to automotive retailers. The company provides a range

    of services such as information technology, software solutions

    and professional services to the automotive segment. It also offers

    products and services for original equipment manufacturers. It is

    a private company operating primarily in the U.S. and Canada

    and employing about 4,300 people.

    Cobalt Group

    Cobalt Group provides Internet advertising and marketing

    services such as lead management, inventory marketing, imagemarketing advanced vehicle search, pre-owned marketing and

    Spanish-language marketing to automobile dealers and

    manufacturers. The company's services enable auto

    manufacturers and dealers to build brands through marketing

    and Internet advertising. Privately-owned Cobalt works with

    more than 27 manufacturers and 12,000 franchised dealers across

    the U.S.

    Financial Analysis

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    Financial Record

    OPSY had sales totaling $60,491 in 2007. The Company became

    active in November 2007 when it acquired Automotive Software

    Designers, Inc. For the quarter ending March 2008, the Company

    posted revenues of $134,680.

    Operating expenses totaled $157,013 in 2007, with payroll and

    related costs accounting for about 59.0% of the total and

    administrative expenses and selling & marketing expenses

    constituting 24.6% and 14.3%, respectively. The Company plans

    to increase sales and marketing expenditures in 2008 as its focus

    shifts from research and development to revenue generation.

    OPSY recorded a net loss of $109,522 in 2007. Net income turned

    positive in the first quarter of 2008 as a result of revenue growth

    that allowed for improved absorption of overhead costs.

    Exhibit 10: Selected income statement data

    First quarterended March

    31, 2008*

    Year ended

    December 31,2007

    Revenue $134,680 $60,491

    Total OperatingExpenses

    $127,190$157,013

    Operating Income $7,940 (109,522)

    Net Income / (Loss) $7,940 ($109,522)

    EBITDA ($10,546) ($106,047)

    Source: Company Reports, Pink Sheets

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    Liquidity and capital requirements

    As of March 31, 2008, the Company had cash and equivalents of$124,475 and no long-term liabilities. However, OPSY had a

    working capital deficit (excluding cash) of approximately $11,484.

    The Company will likely need to raise additional external

    financing to fund its 2008/09 business plan and is contemplating

    a $2 million strategic financing arrangement.

    Exhibit 11: Selected balance sheet data

    March 31,2008

    Cash & cash equivalents $124,475

    Net working capital (excluding cash)

    ($11,484)

    Total assets $ 714,137

    Total long term liabilities N/A

    Total current liabilities $90,211

    Stock holders Equity (deficit )

    $633,868

    Source: Company 10-Q, Pink Sheets

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    Revenue Outlook

    With development work on its software product essential

    completed, OPSY is switching its focus to revenue generation.

    The Company is already off to a strong start in 2008, recording

    first quarter sales of $134,680 and a modest first quarter net profit.

    Management is targeting 50% quarter-over-quarter sales growth

    for the next several quarters. We expect OPSY to generate 2008

    revenues in a $0.7-0.9 million range, which will consist of $0.2-0.4

    million in business development call center sales and around $0.5

    million in software sales.

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    The Companys principal competitor, DealerTrack Holdings,

    produces annual revenues in a $250 million range supplying a

    limited software product to around 90% of the nations franchise

    auto dealers. Simply capturing 10% of that market creates a $25

    million market opportunity for OPSY. Going forward, we

    anticipate growth in OPSYs revenues to around $3.5 million in

    2009 and $7 million in 2010, with sales rising to $17.5 million by

    2012. Recurring revenues from the business development call

    centers provides a powerful tool for leverage software sales.Reflecting its high gross margins and lean operating structure, we

    expect OPSY to remain solidly profitable for full-year 2008 and

    beyond.

    Valuation Analysis

    OPSYs competitors were recently trading at Price/Sales

    multiples averaging around 2.6 times revenues and forward

    Price/Sales multiples averaging about 2.5 times revenues.

    Because of its higher projected revenue growth and recurring

    revenues from call center operations, we believe OPSY shares

    warrant a premium multiple relative to DealerTrack Holdings.

    We value OPSY shares at a 3.0 times forward Price/Sales

    multiple.

    Exhibit 12: Peer group

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    CompanyName

    Ticker

    Symb

    ol

    Share

    Price

    Market Cap.

    ($Millio

    n)

    PE P/S

    2007200

    8

    200

    9

    200

    7

    200

    8

    20

    09

    DealerTrackHoldingsInc TRAK

    $14.7628 21.7

    35.4

    12.0 2.3 2.5 2.4

    AutomaticData

    Processing Inc ADP

    $42.62,213 19.4

    19.1

    17.7 2.5 2.6 2.5

    Peer Avg 20.527.2

    14.9

    2.4 2.6 2.5

    OpticalSystems,Inc

    OPSY

    $0.16 15.1

    Source: Reuters (Share price as on July 9, 2008)

    By multiplying our $17.5 million 2012 revenue estimate by a 3.0

    times forward Price/sales multiple, we derive a $52.5 million

    market capitalization target for OPSY shares. We assume 10%

    share dilution resulting from the proposed strategic financing and

    divide the market capitalization target by 105 million fully

    diluted shares outstanding to derive our $0.50 price target.Accordingly, we are initiating coverage of Optical Systems, Inc.

    with a Speculative Buy rating and a $0.50 price target. With its

    feature-rich software and value-added call center services, we

    think OPSY is well-positioned to rapidly garner share in the

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    automotive dealer software market. We caution investors,

    however, that OPSY must confront and overcome many obstacles

    in achieving its market penetration goals. Some of the principal

    risks faced by the Company are discussed below.

    Risk Factors

    Reliance on automotive industry

    The Companys software and services address the specific needs

    of automotive dealerships. At present, OPSY is entirely

    dependent on automotive dealers for product sales. The U.S.

    economic slowdown has created a difficult sales environment for

    automotive dealer and high crude oil prices are adversely

    impacting sales of gas-guzzling vehicle models.

    Technology risks

    The Company also faces risks related to technology innovation.

    Its product may become outdated and the possibility exists that a

    competitor may introduce more feature-rich software. OPSYs

    ability to adapt to changing technology and the evolving needs of

    its market niche will determine the Companys future growth.

    Brand loyalty

    DealerTrack Holdings has relationships with nearly 90% of

    automotive dealerships. Although OPSY offers a more feature

    rich product as well as valued-added services, customers may be

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    hesitant to switch vendors and brand loyalty to DealerTrack

    Holdings may limit OPSYs ability to garner market share.

    Lack of financing

    The Company has a working capital deficit and will likely need to

    raise additional third party financing to implement its 2008/09

    business plan. A $2.0 million strategic financing is contemplated;

    however, there is no guarantee that OPSY will be able to raise the

    necessary capital. An equity sale dilutes the ownership interests

    of existing shareholders while debt financing increases the

    Companys finance risk and debt servicing requirements.

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    Management

    B. J. Grisaffi, Chairman, President and Chief Executive Officer

    B. J. Grisaffi has more than 30 years experience managingautomobile dealerships. He and his team pioneered the save-a-

    deal program, introducing the only integrated automotive

    dealership front office software available in the market today.

    Mr. Grisaffi was the owner of Automotive Software Designers

    and acquired a majority stake in OPSY before the two companies

    were merged. He currently serves as President, CEO and adirector of the merged business.

    Keith Orr, Director

    Keith Orr is a legendary figure in the automotive industry. He

    was the CEO and majority owner of Orr Automotive Group. Mr.

    Orrs experience encompasses senior roles in marketing, sales,

    product development and dealership management. Mr. Orr holdsa Bachelors degree in Business Management from the University

    of Texas at Arlington.

    William Mokry, Director

    Mr. Mokry joined OPSYs board of directors in July 2008. This

    automotive industry veteran has held senior executive positions

    with two major U.S. auto manufacturers as well as ownership

    intererts in retail dealerships. He currently owns and manages a

    multi-location, , sub-prime auto sales and finance company.

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