IMAGE GUIDED TECHNOLOGIES INC
10QSB, 1998-05-15
MEASURING & CONTROLLING DEVICES, NEC
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<PAGE>

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                   FORM 10-QSB


(Mark One)
[X]     QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934

           For the quarterly period ended March 31, 1998


                                       or

[  ]     TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934


           For the transition period from _____________ to _______________



               Commission file number: 001-12189




                         IMAGE GUIDED TECHNOLOGIES, INC.
                     ----------------------------------------
                     (Exact name of small business issuer as
                            specified in its charter)





                         COLORADO                       84-1139082
               ----------------------------           ----------------
               (State or other jurisdiction            (IRS Employer
            of incorporation or organization)       Identification No.)






         5710-B FLATIRON PARKWAY, BOULDER, CO               80301
        ------------------------------------------      -----------
             (Address of principal executive offices)    (Zip Code)
                         



                                 (303) 447-0248
                 (Issuer's telephone number including area code)





Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 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.
 Yes X    No
    ---     ---

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 3,693,822 shares of common stock, no
par value, were outstanding on March 31, 1998.

Transitional Small Business Disclosure Format (check one); Yes      No  X
                                                               ---     ---




<PAGE>




                                 Table of Contents

<TABLE>
<CAPTION>
Part     Item                                                             Page
- ----     ----                                                             ----
<S>      <C>           <C>                                                <C>
I                      FINANCIAL INFORMATION

           1.          Consolidated Financial Statements
                        Consolidated Balance Sheet -- March 31, 1998      1
                        Consolidated Statement of Operations -- Three     2
                        Months Ended March 31, 1998 and 1997
                        Consolidated Statement of Cash Flows -- Three     3
                        Months Ended March 31, 1998 and 1997
                        Notes to Consolidated Financial Statements        4

           2.          Management's Discussion and Analysis or Plan
                       of Operation
                        Financial Condition and Results of Operations     4
                        Liquidity and Capital Resources                   5
                        Forward-Looking Statements                        6
                        Other Matters                                     8

II                     OTHER INFORMATION

           1.          Legal Proceedings                                  8

           2.          Changes in Securities                              8

           3.          Defaults Upon Senior Securities                    9

           4.          Submission of Matters to a Vote of Security        9
                       Holders

           5.          Other Information                                  9

           6.          Exhibits and Reports on Form 8-K                   9

</TABLE>



<PAGE>



                         PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                         IMAGE GUIDED TECHNOLOGIES, INC.

                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 1998
                                   (Unaudited)

<TABLE>
<S>                                                                <C>
ASSETS
  Current assets:
    Cash and cash equivalents                                      $    855,000
    Accounts receivable, net of allowance for
     doubtful accounts of $188,000                                     2,630,000
    Inventories, net                                                  1,650,000
    Other current assets                                                361,000
                                                                   ------------
      Total current assets                                            5,496,000
  Property and equipment, net of accumulated
   depreciation of $487,000                                           4,397,000
  Goodwill, net of accumulated amortization of $88,000                5,708,000
  Other assets                                                           86,000
                                                                   ------------
      Total assets                                                 $ 15,687,000
                                                                   ------------
                                                                   ------------

LIABILITIES AND SHAREHOLDERS' EQUITY 
  Current liabilities:
    Accounts payable                                                $ 1,064,000
    Accrued liabilities                                                 575,000
    Current portion of capital lease obligations                        383,000
    Current portion of notes payable                                  1,893,000
                                                                   ------------
      Total current liabilities                                       3,915,000

  Capital lease obligations                                           1,025,000
  Line of  credit                                                     1,250,000
  Notes payable, net of warrant discount of $338,000                  2,197,000
                                                                   ------------
      Total liabilities                                               8,387,000

Commitments and contingencies

Shareholders' equity:
  Common Stock, no par value; 10,000,000
   shares authorized; 3,693,822 shares issued and 
   outstanding                                                       10,393,000
 Accumulated deficit                                                 (3,093,000)
                                                                   ------------
      Total shareholders' equity                                      7,300,000
                                                                   ------------
      Total liabilities and shareholders' equity                   $ 15,687,000
                                                                   ------------
                                                                   ------------
</TABLE>



   The accompanying notes are an integral part of these financial statements.




                                        1


<PAGE>



                         IMAGE GUIDED TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENT OF OPERATIONS
                                   (Unaudited)



<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED
                                                             MARCH 31,
                                                    ----------------------------
                                                       1998            1997
                                                    -----------    -------------
<S>                                                 <C>             <C>
Revenue                                             $ 3,763,000     $ 1,172,000
Cost of goods sold                                    2,408,000         554,000
                                                    -----------     -----------
Gross profit                                          1,355,000         618,000
                                                    -----------     -----------
Operating expenses:
  Research and development                              418,000         191,000
  Selling and marketing                                 284,000         161,000
  General and administrative                            807,000         255,000
                                                    -----------     -----------
      Total operating expenses                        1,509,000         607,000
                                                    -----------     -----------
Operating income (loss)                                (154,000)         11,000
Other income (expense):
  Interest and other expense                           (221,000)         (4,000)
  Interest and other income                              49,000          68,000
                                                    -----------     -----------
Net income (loss)                                   $  (326,000)    $    75,000
                                                    -----------     -----------
                                                    -----------     -----------
Earnings (loss)  per share:
  Basic                                             $     (0.09)    $      0.02
  Diluted                                           $     (0.09)    $      0.02

Weighted average common shares outstanding:
  Basic                                               3,693,822       3,106,024
  Diluted                                             3,693,822       3,609,054

</TABLE>



   The accompanying notes are an integral part of these financial statements.



                                        2

<PAGE>

                         IMAGE GUIDED TECHNOLOGIES, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                         THREE MONTHS ENDED
                                                              MARCH 31,
                                                     ---------------------------
                                                         1998           1997
                                                     ------------   ------------
<S>                                                  <C>            <C>
Operating Activities:
Net income (loss)                                    $  (326,000)   $    75,000
Adjustments to reconcile net income
 (loss) to net cash provided by (used in)
 operating activities:
   Depreciation and amortization                          272,000         33,000
   Provision for doubtful accounts                         12,000          4,000
   Provision for inventory obsolescence                    (2,000)        19,000
   Changes in operating assets and liabilities:
     Accounts receivable                                   24,000       (305,000)
     Inventories                                          (17,000)       (38,000)
     Other current assets and other assets                (41,000)       (16,000)
     Accounts payable                                      76,000       (170,000)
     Accrued liabilities                                   81,000        (67,000)
                                                      -----------    -----------
       Net cash provided by (used in) operating 
        activities                                         79,000       (465,000)
                                                      -----------    -----------
INVESTING ACTIVITIES:
Additions to property and equipment                     (107,000)       (51,000)
                                                     -----------    -----------
       Net cash used in investing activities            (107,000)       (51,000)
                                                     -----------    -----------
FINANCING ACTIVITIES:
Payments of debt                                        (227,000)            --
Initial public offering expense                               --         (1,000)
Principal payments on capital leases                    (106,000)        (4,000)
                                                     -----------    -----------
       Net cash used in financing activities            (333,000)        (5,000)
                                                     -----------    -----------
Net decrease in cash and cash equivalents               (361,000)      (521,000)
Cash and cash equivalents at beginning               
 of period                                             1,216,000      5,240,000
                                                     -----------    -----------
Cash and cash equivalents at end of period           $   855,000    $ 4,719,000
                                                     -----------    -----------
                                                     -----------    -----------
SUPPLEMENTAL CASH FLOW DISCLOSURES
Interest paid                                        $   182,000    $     3,000
SUPPLEMENTAL NON-CASH INVESTING AND
 FINANCING ACTIVITIES
Warrants issued in conjunction with debt             $   119,000             --
Equipment financed through accounts payable          $    75,000             --

</TABLE>


   The accompanying notes are an integral part of these financial statements.

                                        3


<PAGE>

IMAGE GUIDED TECHNOLOGIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. Basis of Presentation

         The accompanying consolidated financial statements of Image Guided 
Technologies, Inc. (the "Company") are unaudited. However, in the opinion of 
management, such statements reflect all adjustments, consisting of only 
normal recurring adjustments, necessary for a fair presentation. Interim 
results of operations are not necessarily indicative of results for the full 
year.

         The consolidated financial statements include the accounts of the 
Company and its wholly owned subsidiary from the date of acquisition. All 
significant intercompany accounts and transactions have been eliminated in 
consolidation.

2.  Inventories

         Inventories are comprised of the following at March 31, 1998:


<TABLE>
<S>                                              <C>
          Raw materials                          $   555,000
          Work-in-process                            441,000
          Finished goods                             712,000
                                                 -----------
                                                   1,708,000
          Less allowance for obsolescence            (58,000)
                                                 -----------
                                                 $ 1,650,000
                                                 -----------
                                                 -----------
</TABLE>

3.  Earnings per Share

         In February 1997, the Financial Accounting Standards Board ("FASB") 
issued Statement of Financial Accounting Standards No. 128, "Earnings Per 
Share" ("SFAS 128"). The Company's adoption of SFAS 128, on December 31, 
1997, resulted in the restatement of the Company's "primary" earnings per 
share calculations to "basic" earnings per share and "fully diluted" earnings 
per share calculations to "diluted" earning per share for all periods 
presented. Basic earnings per share excludes any dilution from common stock 
equivalents and is based on the weighted average common shares outstanding. 
Diluted earnings per share includes dilution from the Company's stock options 
and warrants, calculated under the treasury stock method. The difference 
between weighted average common shares outstanding - basic and weighted 
average common shares outstanding - diluted is due to the dilutive effect of 
outstanding stock options and warrants. Options and warrants which would be 
antidilutive are excluded from the diluted weighted average shares 
outstanding.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         The following discussion of the results of operations and financial 
condition should be read in conjunction with the financial statements and 
notes thereto.

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1998 AND 1997

         Revenue increased by $2,591,000, or approximately 221%, to 
$3,763,000 for the three months ended March 31, 1998, as compared to 
$1,172,000 for the three months ended March 31, 1997. This increase was 
primarily due to the additional revenue provided by sales of surgical 
instruments and implants by Brimfield Precision, Inc. ("BPI").


                                        4

<PAGE>
         Cost of goods sold increased by $1,854,000, or approximately 335%, 
to $2,408,000 for the three months ended March 31, 1998, compared to $554,000 
for the three months ended March 31, 1997. Cost of goods sold as a percentage 
of revenue increased to 64% for the three months ended March 31, 1998, as 
compared to 47% for the three months ended March 31, 1997. This increase in 
cost of goods sold was attributable to increased sales provided by BPI and 
the increase in cost of goods sold as a percentage of revenue was 
attributable to lower margins associated with the manufacture of surgical 
instruments and orthopedic implants by BPI, improvements in the reliability 
and durability of certain components, as well as changes in the mix of 
products sold.

         Research and development expenses increased by $227,000, or 
approximately 118%, to $418,000 for the three months ended March 31, 1998, 
compared to $191,000 for the three months ended March 31, 1997. This increase 
was principally due to the addition of engineering personnel and related 
expenses, to expenses for new localizer product development and to the 
consolidation of BPI's research and development expenses.

         Selling and marketing expenses increased by $123,000 or 
approximately 76%, to $284,000 for the three months ended March 31, 1998 as 
compared to $161,000 for the three months ended March 31, 1997. This increase 
was primarily attributable to the addition of personnel and related expenses 
for the Company's optical localizer business, as well as the consolidation of 
BPI's selling and marketing expenses.

         General and administrative expenses increased by $552,000 or 
approximately 216%, to $807,000 for the three months ended March 31, 1998, as 
compared to $255,000 for the three months ended March 31, 1997. This increase 
was primarily attributable to the amortization of goodwill related to the 
acquisition of BPI, to the additional expenses necessary to integrate BPI 
after the acquisition, increased salaries, and to the consolidation of BPI's 
general and administrative expenses.

         Operating income decreased by $165,000 to $(154,000) for the three 
months ended March 31, 1998 compared to operating income of $11,000 for the 
three months ended March 31, 1997. This decrease was primarily attributable 
to increased costs associated with the acquisition of BPI and to the addition 
of personnel and associated costs related to the Company's optical localizer 
business.

         Net other income (expense) decreased by $236,000 to $(172,000) for 
the three months ended March 31, 1998 as compared to $64,000 for the three 
months ended March 31, 1997. This change was primarily due to interest 
expense on debt in connection with the acquisition of BPI.

         As a result of the foregoing, the Company's net loss was $(326,000) 
for the three months ended March 31, 1998, compared to net income of $75,000 
for the three months ended March 31, 1997.


LIQUIDITY AND CAPITAL RESOURCES

         During the three months ended March 31, 1998, $79,000 in cash was 
provided by operating activities, principally due to depreciation and 
amortization, decreases in accounts receivable, increases in accounts payable 
and accrued liabilities, offset by a net loss. The Company used $107,000 in 
cash for investing activities during the three-month period ended March 31, 
1998 to purchase property and equipment. Also during the three-month period 
ended March 31, 1998, $333,000 in cash was used in financing activities, 
principally for payments on debt and principal payments on capital leases.

         As of March 31, 1998, the Company had working capital of $1,581,000, 
compared to working capital of $2,197,000 at December 31, 1997. The change in 
working capital was primarily the result of decreases in cash and accounts 
receivable and increases in accounts payable and accrued liabilities.

         On December 12, 1997, the Company finalized the acquisition of all 
the outstanding stock of Brimfield Precision, Inc. ("BPI") for a purchase 
price of approximately $9,844,000 consisting of approximately $8,069,000 in 
cash, $500,000 in a subordinated note payable to Cruttenden Roth, Inc. 
("Cruttenden") and 579,710 shares of the Company's common stock. The purchase 
price includes the expenses related to the acquisition. BPI sells surgical 
instruments and implants to medical supply companies. Prior to its sale to 
the Company, BPI was owned by William and Matthew Lyons. William Lyons has a 
one-year employment contract with BPI as its President and has been elected a 
director of the Company.
                                        5

<PAGE>

         To finance the acquisition, the Company entered into a secured loan 
agreement with Imperial Bank under which Imperial Bank loaned the Company 
$4,000,000 pursuant to a three-year term loan and up to $2,000,000 (the 
actual amount to be determined by calculating the borrowing base) pursuant to 
a revolving loan payable on or before June 30, 1999. The Company paid 
Cruttenden a $300,000 fee for introducing the Company to, and advising the 
Company in negotiations with, Imperial Bank. The Company issued a one-year 
$500,000 subordinated note to Cruttenden to pay this fee, as well as a 
$200,000 advisory fee owed to Cruttenden. In connection with the loan and 
subordinated note, the Company issued a seven-year warrant for 160,000 shares 
of the Company's common stock with an exercise price of $2.92 per share to 
Imperial Bank and a seven-year warrant for 100,000 shares of the Company's 
common stock with an exercise price of $2.92 per share to Cruttenden. On 
March 15, 1998, the Company issued to Imperial Bank an additional seven-year 
warrant for 80,000 shares of the Company's common stock with an exercise 
price of $2.65 per share and on March 31, 1998 a seven-year warrant for 
10,000 shares of the Company's common stock with an exercise price of $2.86 
per share pursuant to the loan agreement. In April 1998, the Company will 
expense approximately $250,000 related to the 250,000 warrants issued to 
Imperial Bank.

         On April 3, 1998, Imperial Bank assigned its loan to BankBoston. 
After the assignment, BankBoston and the Company amended and restated the 
loan to provide for a $2,700,000 sixty-month term loan (payable in 58 
installments of $40,000 in principal with a final principal payment of 
$380,000) at an interest rate initially equal to the BankBoston base rate 
plus one-half of one percent on the unpaid principal balance, and up to 
$3,000,000 (the actual amount to be determined by calculating the borrowing 
base) pursuant to a twenty-four month revolving loan at an interest rate 
initially equal to the BankBoston base rate plus one-quarter of one percent. 
The Company has agreed to raise $1,000,000 by July 2, 1998 to pay off the 
$500,000 note due Cruttenden and to reduce the principal amount of the term 
loan by $500,000.

ISSUANCE OF STATEMENTS OF FINANCIAL ACCOUNTING STANDARDS

         In June 1997, Statement of Financial Accounting Standards No. 131, 
"Disclosure About Segments of an Enterprise and Related Information" ("SFAS 
131") was issued. SFAS 131 establishes standards for the reporting of segment 
operations in annual financial statements. SFAS 131 is effective for annual 
financial statements for periods beginning after December 15, 1997.

         The Company anticipates that the adoption of SFAS 131 will not have 
a material impact on its 1998 financial statements.

FORWARD-LOOKING STATEMENTS

         The Company may, in discussions of its future plans, objectives and 
expected performance in periodic reports filed by the Company with the 
Securities and Exchange Commission (or documents incorporated by reference 
therein) and in written and oral presentations made by the Company, include 
projections or other forward-looking statements within the meaning of Section 
27A of the Securities Act of 1933 or Section 21E of the Securities Exchange 
Act of 1934, as amended. Such projections and forward-looking statements are 
based on assumptions that the Company believes are reasonable, but are by 
their nature inherently uncertain. In all cases, there can be no assurance 
that such assumptions will prove correct or that projected events will occur, 
and actual results could differ materially from those projected. Some of the 
important factors that could cause actual results to differ from any such 
projections or other forward-looking statements follow.

         POTENTIAL FLUCTUATIONS IN OPERATING RESULTS. Since the Company 
generally ships its products on the basis of purchase orders, operating 
results in any quarter are highly dependent on orders booked and shipped in 
that quarter and, accordingly, may fluctuate materially from quarter to 
quarter. The Company's operating expense levels are based on the Company's 
internal forecasts of future demand and not on firm customer orders. Failure 
by the Company to achieve these internal forecasts could result in expense 
levels that are inconsistent with actual revenues. Moreover, the Company's 
results may also be affected by fluctuating demand for the Company's 
products, declines in the average selling prices for its products, and by 
increases in the costs of the components and subassemblies acquired by the 
Company from vendors.


                                        6

<PAGE>

         DEBT. The Company has a term loan of $2,700,000 and a revolving loan 
of up to $3,000,000 with BankBoston. The Company also owes BankBoston 
approximately $1,300,000 in connection with previous equipment financings and 
anticipates financing an additional $1,000,000 of equipment with BankBoston 
in 1998. The Company also owes Cruttenden $500,000 pursuant to a one-year 
note due December 12, 1998 with interest at 12% per annum. There can be no 
assurance that the Company will be able to meet the payment terms of the 
above loans, comply with the various loan covenants (including, without 
limitation, the obligation to raise $1,000,000 by July 2, 1998), or obtain 
the necessary funds to meet its anticipated equipment requirements.

         DEPENDENCE ON FEW CUSTOMERS. The Company realizes a majority of its 
revenues by sales to relatively few customers. None of these customers has 
entered into any long term minimum purchase agreements with the Company. The 
loss of, or substantial diminution of purchases from the Company by, any of 
these customers could have a material adverse effect on the Company.

         TECHNOLOGICAL CHANGE IN THE MEDICAL INDUSTRY AND IN THE COMPANY'S 
PRODUCT. There can be no assurance that the Company's competitors will not 
succeed in developing or marketing products or technologies that are more 
effective and/or less costly and which render the Company's products obsolete 
or non-competitive. In addition, new technologies and procedures could be 
developed for medical and other industries that replace or reduce the value 
of the Company's products. The Company's success will depend in part on its 
ability to respond quickly to technological changes through the development 
and improvement of its products. The Company believes that a substantial 
amount of capital will be required to be allocated to such activities in the 
future.

         THE COMPANY'S ABILITY TO PROTECT ITS INTELLECTUAL PROPERTY RIGHTS. 
The Company does not have any patents which directly cover its FlashPoint or 
Pixsys optical localizers. The Company primarily relies on a combination of 
trade secret and copyright laws, together with nondisclosure agreements to 
protect its know-how and proprietary rights. There can be no assurance that 
such measures will provide adequate protection for the Company's intellectual 
property rights, that disputes with respect to ownership of its intellectual 
property rights will not arise, that the Company's trade secrets or 
proprietary technology will not otherwise become known or be independently 
developed by competitors or that the Company can otherwise meaningfully 
protect its intellectual property rights. Furthermore, there can be no 
assurance that others will not develop similar products or software, 
duplicate the Company's products or software or that third parties will not 
assert intellectual property infringement claims against the Company. 
Moreover, there can be no assurance that any patent owned by, or issued to, 
the Company will not be invalidated, circumvented or challenged, or that the 
rights granted thereunder will provide meaningful competitive advantages to 
the Company.

         Litigation may be necessary to protect the Company's intellectual 
property rights and trade secrets, to determine the validity and scope of the 
proprietary rights of others or to defend against claims of infringement or 
invalidity. Such litigation could result in substantial costs and diversion 
of resources, regardless of the outcome of the litigation. If any claims are 
asserted against the Company, the Company may be required to obtain a license 
under a third party's intellectual property rights. However, such a license 
may not be available on reasonable terms or at all.


         COMPETITION BY EXISTING COMPETITORS AND POTENTIAL NEW ENTRANTS INTO 
THE MARKETPLACE. Companies with substantially greater financial, technical, 
marketing, manufacturing and human resources, as well as name recognition, 
than the Company may enter markets currently serviced by the Company. 
Additionally, competitors may be able to respond more quickly to new or 
emerging technologies and changes in customer requirements and to devote 
substantially greater resources to the development, marketing and sale of 
their products than the Company. The Company's customers may develop their 
own products to be able to differentiate their product or for other reasons. 
Furthermore, such competitors may develop technologies and/or products other 
than that currently offered by the Company that are more effective or 
economical.

         REGULATION BY THE FDA. Noncompliance with applicable requirements of 
FDA can result in, among other things, fines, injunctions, civil penalties, 
recall or seizure of products, total or partial suspension of production, 
failure of the government to grant premarket clearance or premarket approval 
for medical devices, 

                                        7

<PAGE>

withdrawal of marketing approvals and criminal prosecution. The FDA also has 
the authority to request repair, replacement or refund of the cost of any 
medical device.

         In addition, international sales of medical devices are subject to 
foreign regulatory requirements, which vary from country to country.

         THE RISK OF PRODUCT LIABILITY CLAIMS. The Company faces an inherent 
business risk of exposure to product liability claims in the event that the 
use of its products is alleged to have resulted in adverse effects. To date, 
no product liability claims have been asserted against the Company. The 
Company maintains a product liability and commercial general liability 
insurance policy with coverage of $1,000,000 per occurrence and an annual 
aggregate maximum coverage of $2,000,000 ($1,000,000 for lawsuits outside the 
United States, Canada and Puerto Rico). The Company's product liability and 
general liability policy is provided on an occurrence basis and is subject to 
annual renewal. There can be no assurance that liability claims will not 
exceed the coverage limits of such policy or that such insurance will 
continue to be available on commercially reasonable terms or at all. If the 
Company does not or cannot maintain sufficient liability insurance, its 
ability to market its products could be significantly impaired.

         POSSIBLE CHANGES TO GOVERNMENT REGULATIONS GOVERNING HEALTH CARE. 
The health care industry is undergoing fundamental changes as a result of 
political, economic and regulatory influences. In the United States, 
comprehensive programs have been proposed that seek to increase access to 
health care for the uninsured, control the escalation of health care 
expenditures within the economy and use health care reimbursement policies to 
help control the federal deficit. The Company anticipates that Congress and 
state legislatures will continue to review and assess alternative health care 
delivery systems and methods of payment and public debate of these issues 
will likely continue. Due to uncertainties regarding the outcome of reform 
initiatives and their enactment and implementation, the Company cannot 
predict which, if any, of such reform proposals will be adopted or when they 
might be adopted. Other countries are also considering health care reform. 
Significant changes in health care systems could have a substantial impact on 
the manner in which the Company conducts its business.

         SHORTAGES OF LABOR. The Company is dependent upon certain labor 
skills that may not be readily available. The shortage of skilled labor could 
materially affect the Company's results of operations.

         THE COMPANY'S DEPENDENCE ON KEY MANAGEMENT AND TECHNICAL PERSONNEL 
AND ITS ABILITY TO ATTRACT NEW PERSONNEL. The Company's success depends in 
significant part on the continued contribution of certain key management and 
technical personnel. The loss of services of any of these individuals could 
have a material adverse effect on the Company. The Company's growth and 
profitability also depend on its ability to attract and retain other 
management and technical personnel.

OTHER MATTERS

None.


                          PART II -- OTHER INFORMATION


ITEM 1. LEGAL PROCEEDINGS

         BPI is a party to two lawsuits, which, while the outcome cannot be 
predicted with certainty, the Company's management expects will not have a 
materially adverse affect on the consolidated financial position or results 
of operations of the Company.

ITEM 2. CHANGES IN SECURITIES

         On March 15, 1998 and on March 31, 1998, the Company issued to 
Imperial Bank a seven-year warrant for 80,000 shares of the Company's common 
stock with an exercise price of $2.65 per share, and a seven-year warrant for 
10,000 shares of the Company's common stock with an exercise price of $2.86 
per 


                                        8

<PAGE>

share, respectively. These warrants were issued to Imperial Bank pursuant to 
the loan agreement. See "Management's Discussion and Analysis-Liquidity and 
Capital Resources."

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

         None.


ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.


ITEM 5. OTHER INFORMATION

         None.


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits
       Exhibit
        Number                       Description of Document
       --------                     ------------------------
         27.1           Financial Data Schedule for current year
         27.2           Financial Data Schedule for quarters 1-3 of 1997
                        and  year end 1996
                        See also 10-K

- -------------------------

(b) Form 8-K Reports

         The Company filed one report on Form 8-K December 29, 1997 (amended 
on February 27, 1998) in connection with the acquisition of Brimfield 
Precision, Inc. BPI audited financial statements for the years ended October 
31, 1996 and 1997 and pro forma financial statements were filed with respect 
to the acquisition.


                                        9

<PAGE>

                                   Signatures

In accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                          IMAGE GUIDED TECHNOLOGIES, INC.
                                   (Registrant)




                                     By:   /s/ Paul L. Ray
                                        ------------------------------
May 15, 1998                            Paul L. Ray
                                        Chairman of the Board,
                                        President and Chief Executive
                                        Officer








                                     By:   /s/ Jeffrey J. Hiller
                                        ------------------------------
May 15, 1998                            Jeffrey J. Hiller
                                        Vice President and Chief
                                        Financial Officer
                                        (Principal Accounting Officer)


                                        10



<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-START>                             JAN-01-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                             855
<SECURITIES>                                         0
<RECEIVABLES>                                    2,818
<ALLOWANCES>                                       188
<INVENTORY>                                      1,650
<CURRENT-ASSETS>                                 5,496
<PP&E>                                           4,884
<DEPRECIATION>                                     487
<TOTAL-ASSETS>                                  15,687
<CURRENT-LIABILITIES>                            3,915
<BONDS>                                          4,472
                                0
                                          0
<COMMON>                                        10,393
<OTHER-SE>                                     (3,093)
<TOTAL-LIABILITY-AND-EQUITY>                    15,687
<SALES>                                          3,763
<TOTAL-REVENUES>                                 3,812
<CGS>                                            2,408
<TOTAL-COSTS>                                    2,692
<OTHER-EXPENSES>                                 1,446
<LOSS-PROVISION>                                    12
<INTEREST-EXPENSE>                                 182
<INCOME-PRETAX>                                  (305)
<INCOME-TAX>                                        21
<INCOME-CONTINUING>                              (305)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     (326)
<EPS-PRIMARY>                                    (.09)
<EPS-DILUTED>                                    (.09)
        

</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<RESTATED>
<MULTIPLIER> 1,000
       
<S>                             <C>                     <C>                     <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   6-MOS                   9-MOS                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1997             DEC-31-1997             DEC-31-1997             DEC-31-1996
<PERIOD-START>                             JAN-01-1997             JAN-01-1997             JAN-01-1997             JAN-01-1996
<PERIOD-END>                               MAR-31-1997             JUN-30-1997             SEP-30-1997             DEC-31-1996
<CASH>                                           4,719                   4,799                   4,729                   5,240
<SECURITIES>                                         0                       0                       0                       0
<RECEIVABLES>                                      885                   1,014                   1,057                     580
<ALLOWANCES>                                        61                      66                      71                      58
<INVENTORY>                                        436                     426                     416                     417
<CURRENT-ASSETS>                                 6,100                   6,253                   6,227                   6,284
<PP&E>                                             477                     544                     595                     426
<DEPRECIATION>                                     178                     194                     232                     145
<TOTAL-ASSETS>                                   6,415                   6,619                   6,606                   6,582
<CURRENT-LIABILITIES>                              480                     528                     545                     713
<BONDS>                                             88                      81                      73                      96
                                0                       0                       0                       0
                                          0                       0                       0                       0
<COMMON>                                         8,798                   8,798                   8,771                   8,799
<OTHER-SE>                                     (2,951)                 (2,788)                 (2,783)                 (3,026)
<TOTAL-LIABILITY-AND-EQUITY>                     6,415                   6,619                   6,606                   6,582
<SALES>                                          1,172                   2,496                   3,829                   4,080
<TOTAL-REVENUES>                                 1,240                   2,621                   4,017                   4,142
<CGS>                                              554                   1,114                   1,670                   1,836
<TOTAL-COSTS>                                      558                   1,432                   2,151                   2,390
<OTHER-EXPENSES>                                   607                     951                   1,623                   1,397
<LOSS-PROVISION>                                     4                       9                      14                      34
<INTEREST-EXPENSE>                                   3                       6                       9                     114
<INCOME-PRETAX>                                     75                     238                     243                     355
<INCOME-TAX>                                         0                       0                       0                       0
<INCOME-CONTINUING>                                 75                     238                     243                     355
<DISCONTINUED>                                       0                       0                       0                       0
<EXTRAORDINARY>                                      0                       0                       0                       0
<CHANGES>                                            0                       0                       0                       0
<NET-INCOME>                                        75                     238                     243                     355
<EPS-PRIMARY>                                      .02                     .08                     .08                     .21
<EPS-DILUTED>                                      .02                     .07                     .07                     .16
        

</TABLE>


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