<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarter ended Commission File
March 31, 2000 No. 1-9767
----------------------
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 94-2579751
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
9162 Eton Avenue, Chatsworth CA. 91311
(Address of principal executive offices) (Zip Code)
Telephone Number: 818-709-1244
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [ ]
The number of shares of Common Stock of the registrant outstanding as of
April 30, 2000 was 9,700,847.
<PAGE> 2
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
INDEX TO FORM 10-Q
Three Months Ended March 31, 2000
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
PART 1 - FINANCIAL INFORMATION
ITEM 1 - Consolidated Financial Statements
Consolidated Balance Sheets....................................................... 2
Consolidated Statements of Operations............................................. 3
Consolidated Statements of Cash Flows............................................. 5
Consolidated Statements of Comprehensive Income................................... 7
Notes to Consolidated Financial Statements........................................ 8
ITEM 2 - Management's Discussion and Analysis of
Financial Condition and Results of Operations.......................... 13
PART 2 - OTHER INFORMATION
ITEM 1 - Legal Proceedings........................................................ 18
ITEM 2 - Sales of Unregistered Securities......................................... 18
ITEM 6 - Exhibits and Reports on Form 8-K
(a) Exhibits................................................................. 18
(b) Reports on Form 8-K...................................................... 19
SIGNATURE................................................................................... 19
</TABLE>
1
<PAGE> 3
PART 1
FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS
At December 31, At March 31,
1999 2000
--------------- ------------
(unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,034,593 $ 2,823,342
Accounts receivable, net of allowance for doubtful
accounts of $516,047 in 1999 and $361,180 in 2000 6,444,865 3,980,107
Inventories 3,360,468 3,341,835
Prepaid expenses and other current assets 355,935 235,236
Deferred tax asset 1,005,908 1,248,579
Net assets of discontinued operations, at estimated net realizable
value -- 746,034
------------ ------------
Total current assets 13,201,769 12,375,133
Property and equipment, at cost, net of accumulated depreciation
of $5,870,670 in 1999 and $5,013,074 in 2000 1,553,942 1,306,062
Purchased intangibles, net of accumulated amortization
of $124,813 in 1999 and $133,486 in 2000 258,295 249,622
Software development costs, net of accumulated amortization of
$1,782,410 in 1999 and $1,284,595 in 2000 474,616 263,235
Deferred tax asset 10,351,336 9,829,462
Other assets 821,167 851,244
------------ ------------
Total assets $ 26,661,125 $ 24,874,758
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $ 655,036 $ --
Current portion of long-term debt 1,200,000 1,200,000
Accounts payable 2,466,389 2,070,162
Accrued expenses 2,647,975 2,020,781
Deferred income - service contracts and other 1,140,737 898,401
------------ ------------
Total current liabilities 8,110,137 6,189,344
Subordinated note payable 7,000,000 7,000,000
Deferred income - service contracts and other 829,281 793,012
Notes payable, long-term portion 500,000 200,000
------------ ------------
Total liabilities 16,439,418 14,182,356
Commitments and contingencies
Shareholders' equity:
Preferred stock, $.01 par value; Authorized: 3,000,000 shares;
Callable Series B shares issued and outstanding :
1999 - 198,000 ($594,000 liquidation preference)
2000 - 204,000 ($612,000 liquidation preference) 1,980 2,040
Common stock, $.01 par value; Authorized: 15,600,000 shares
Shares issued and outstanding: 1999 - 9,347,325 and 2000 - 9,409,291 93,473 94,091
Additional paid-in capital 39,529,777 39,747,070
Unearned compensation (153,108) (253,075)
Foreign currency translation adjustment 67,207 68,973
Accumulated deficit (29,317,622) (28,966,697)
------------ ------------
Total shareholders' equity 10,221,707 10,692,402
------------ ------------
Total liabilities and shareholders' equity $ 26,661,125 $ 24,874,758
============ ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
2
<PAGE> 4
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
For the three months
ended March 31,
----------- -----------
1999 2000
----------- -----------
<S> <C> <C>
Sales of IVD systems $ 1,039,786 $ 1,513,725
Sales of IVD supplies and services 3,249,786 3,519,569
Sales of small instruments and supplies 1,134,270 1,342,829
Royalties and licensing revenues 64,948 377,015
----------- -----------
Net revenues 5,488,790 6,753,138
----------- -----------
Cost of goods - IVD systems 672,473 1,004,140
Cost of goods - IVD supplies and services 1,411,642 1,513,307
Cost of goods - small instruments and supplies 607,396 698,759
----------- -----------
Cost of goods sold 2,691,511 3,216,206
----------- -----------
Gross margin 2,797,279 3,536,932
Marketing and selling 877,912 831,663
General and administrative 758,794 967,230
Research and development, net 304,649 423,719
Amortization of intangibles 70,062 36,949
Unusual charges 1,616,731 54,311
----------- -----------
Total operating expenses 3,628,148 2,313,872
Operating income (loss) (830,869) 1,223,060
Other income (expense):
Interest income 7,010 33,257
Interest expense (282,325) (241,751)
Other income 2,354 679
----------- -----------
Income (loss) from continuing operations before
provision (benefit) for income taxes (1,103,830) 1,015,245
Provision (benefit) for income taxes (174,105) 377,935
----------- -----------
Income (loss) from continuing operations (929,725) 637,310
Loss from operations of discontinued segment, net of tax
benefit of $118,689 in 1999 and $61,015 in 2000 (389,344) (286,385)
----------- -----------
Net income (loss) $(1,319,069) $ 350,925
=========== ===========
</TABLE>
3
<PAGE> 5
<TABLE>
<S> <C> <C>
Income (loss) per share - basic:
Income (loss) from continuing operations $ (0.15) $ 0.07
Loss from operations of discontinued segment (0.06) (0.03)
----------- -----------
Income (loss) per share attributable to common
shareholders - basic $ (0.21) $ 0.04
=========== ===========
Income (loss) per share - diluted:
Income (loss) from continuing operations $ (0.15) $ 0.06
Loss from operations of discontinued segment (0.06) (0.03)
----------- -----------
Income (loss) per share attributable to common
shareholders - diluted $ (0.21) $ 0.03
=========== ===========
Weighted average number of common shares outstanding - basic 6,432,875 9,378,013
Weighted average number of common shares
outstanding - diluted 6,432,875 10,211,384
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
4
<PAGE> 6
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
<TABLE>
<CAPTION>
For the three months
ended March 31,
----------------------------
1999 2000
----------- -----------
<S> <C> <C>
Cash flow from operating activities:
Net income (loss) $(1,319,069) $ 350,925
Adjustments to reconcile net income (loss) to net cash
provided by operations:
Loss from discontinued operations -- 286,385
Deferred tax benefit (302,230) 279,203
Depreciation and amortization 607,368 176,305
Common stock and stock option compensation amortization 57,475 36,398
Gain on disposal of equipment (87,158) (1,677)
Litigation settlement payable in equity securities 1,520,644 --
Changes in assets and liabilities:
Accounts receivable - trade and other 661,731 1,279,568
Service contracts, net 67,212 222,424
Inventories 207,763 (264,376)
Prepaid expenses and other current assets 13,040 47,673
Other assets 1,966 (67,960)
Accounts payable (484,597) (32,804)
Accrued expenses 28,752 (1,282)
Deferred income - other (273) --
----------- -----------
Net cash provided by continuing operations 972,624 2,310,782
Net cash used by discontinued operations -- (76,576)
----------- -----------
Net cash provided by operating activities 972,624 2,234,206
----------- -----------
Cash flow from investing activities:
Acquisition of property and equipment (29,051) (81,311)
Software development costs (99,210) (15,288)
Sale of equipment 125,000 --
Investing activities of discontinued operations -- (56,721)
----------- -----------
Net cash used by investing activities (3,261) (153,320)
----------- -----------
Cash flow from financing activities:
Borrowings under credit facility 5,240,238 700,000
Repayments of credit facility (5,184,270) (1,355,036)
Repayment of notes payable (403,003) (303,450)
Issuance of common stock and warrant for cash -- 41,016
----------- -----------
Net cash used by financing activities (347,035) (917,470)
----------- -----------
Effect of foreign currency fluctuation on cash and
cash equivalents 2,158 1,194
----------- -----------
Net increase in cash and cash equivalents 624,486 1,164,610
Cash and cash equivalents at beginning of period 389,495 2,034,593
Less end of period cash and cash equivalents of
discontinued operations -- 375,861
----------- -----------
Cash and cash equivalents at end of period $ 1,013,981 $ 2,823,342
=========== ===========
</TABLE>
5
<PAGE> 7
<TABLE>
<S> <C> <C>
Supplemental schedule of non-cash investing and financing
activities:
Issuance of common stock in exchange for services -- 77,500
Addition to capital lease obligation -- 33,840
Supplemental disclosure of cash flow information:
Cash paid for interest 273,704 218,539
Cash paid for income taxes 10,855 --
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
6
<PAGE> 8
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(unaudited)
<TABLE>
<CAPTION>
For the three months
ended March 31,
-------------------------
1999 2000
----------- --------
<S> <C> <C>
Net income (loss) $(1,319,069) $350,925
Other comprehensive income,
foreign currency translation adjustment 1,938 1,766
----------- --------
Comprehensive income (loss) $(1,317,131) $352,691
=========== ========
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
7
<PAGE> 9
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. FORMATION AND BUSINESS OF THE COMPANY.
International Remote Imaging Systems, Inc. was incorporated in California
in 1979 and reincorporated during 1987 in Delaware. International Remote Imaging
Systems, Inc. and its subsidiaries (collectively "IRIS" or the "Company")
designs, develops, manufactures and markets in vitro diagnostic ("IVD")
equipment, including IVD imaging systems based on patented and proprietary
automated intelligent microscopy ("AIM") technology, and special purpose
centrifuges and other small instruments for automating microscopic procedures
performed in clinical laboratories. The Company also provides ongoing service
and supplies to support the equipment sold.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.
Basis of Presentation of Unaudited Interim Financial Statements:
In the opinion of management, the accompanying unaudited consolidated
financial statements contain all normal recurring adjustments necessary to
present fairly the financial position of the Company as of March 31, 2000 and
1999 and the results of its operations for the three month periods then ended.
These financial statements should be read in conjunction with the financial
statements and notes included in the Company's latest annual report on Form
10-K. Interim results are not necessarily indicative of results for a full year.
Use of Estimates:
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the reporting
periods. The significant estimates in the preparation of the consolidated
financial statements relate to the assessment of the carrying value of accounts
receivables, inventories, purchased intangibles, estimated provisions for
warranty costs and deferred tax assets. Actual results could differ from those
estimates.
Principles of Consolidation:
The consolidated financial statements include the accounts of International
Remote Imaging Systems, Inc. and its wholly-owned subsidiaries. All significant
intercompany accounts and transactions have been eliminated in the consolidated
financial statements.
Reclassifications:
Certain reclassifications have been made to the 1999 financial statements
to conform to the 2000 presentation.
3. COMPREHENSIVE INCOME.
The Company's components of comprehensive income are net income and foreign
currency translation adjustments. No tax effect has been allocated to the
foreign currency translation adjustment for the periods presented.
The following is a reconciliation of accumulated other comprehensive income
balance for the three months ended March 31, 2000:
<TABLE>
<S> <C>
Beginning balance $67,207
Current period change 1,766
-------
Ending balance $68,973
=======
</TABLE>
4. INVENTORIES.
Inventories are carried at the lower of cost or market on a first-in
first-out basis and consist of the following:
8
<PAGE> 10
<TABLE>
<CAPTION>
At December 31, At March 31,
1999 2000
--------------- ------------
<S> <C> <C>
Finished goods $ 842,952 $ 929,124
Work-in-process 350,424 813,867
Raw materials, parts and sub-assemblies 2,167,092 1,598,844
---------- ----------
$3,360,468 $3,341,835
========== ==========
</TABLE>
5. SHORT-TERM BORROWINGS AND NOTES PAYABLE.
At March 31, 2000, the outstanding amount under the credit facility with
Foothill Capital Corporation, consists of $1.4 million outstanding under a $3.6
million term loan and no amount outstanding under a $4.0 million revolving line
of credit. Borrowings under the line of credit are limited to a percentage of
eligible accounts receivable. The Company had approximately $440,000 available
under the line of credit at March 31, 2000. The term loan bears interest at the
lender's prime rate (9.0% on March 31, 2000) plus 3.0% and is payable in monthly
installments of $100,000. The revolving credit line bears interest at the
lender's prime rate plus 1.0%. The credit facility is subject to minimum
interest charges, prepayment penalties and customary fees, is collateralized by
a first priority lien on all assets of the Company and matures in 2001. It also
contains financial covenants based primarily on tangible net worth and cash
flows and imposes restrictions on acquisitions, capital expenditures and cash
dividends.
6. CAPITAL STOCK.
Stock Issuances:
During the three months ended March 31, 2000, the Company (i) issued 20,831
shares of common stock in exchange for $13,500 in cash and services under the
Employee Stock Purchase Plan, (ii) issued options to purchase 3,000 shares of
common stock under the Company's stock option plans and (iii) cancelled options
to purchase 25,416 shares of common stock. Options for 14,135 shares of common
stock were exercised during the period. At March 31, 2000, options to purchase
1,831,100 shares of common stock were issued and outstanding under the Company's
stock options plans. The outstanding options expire by the end of 2010. The
exercise price for these options ranges from $0.69 to $4.38 per share. At March
31, 2000, there were 30,933 shares of common stock available for the granting of
future options under the Company's stock option plans. Also, there were 150,000
shares which have been issued subject to the authorization of additional shares
under an existing stock option plan.
During the three months ended March 31, 2000, the Company issued 18,000
shares of common stock, 6,000 shares of preferred stock and warrants to purchase
an additional 18,000 shares of common stock in exchange for 6,000 shares of the
common stock of Poly U/A Systems that had not been acquired through the tender
offer which took place in 1999.
Warrants
During the three months ended March 31, 2000, warrants were exercised to
purchase 9,000 shares of common stock for $9,000. Also, warrants to purchase an
additional 100,000 shares of common stock were issued in exchange for future
services. During the period, warrants to purchase 50,000 shares of common stock
expired unexercised and the expiration date of 298,633 other warrants was
extended by one year.
9
<PAGE> 11
As of March 31, 2000, the following warrants to purchase shares of common
stock were outstanding and exercisable:
<TABLE>
<CAPTION>
Number of Shares Per Share Price Expiration Date
---------------- --------------- ---------------
<S> <C> <C>
25,000 4.375 June 1, 2000
25,000 4.0625 July 1, 2000
123,000 7.80 September 28, 2000
298,633 4.00 April 3, 2001
875,000 3.56 July 31, 2001
84,270 3.56 December 31, 2001
100,000 1.50 February 10, 2002
10,000 4.31 May 15, 2002
306,000 2.00 August 6, 2002
297,000 1.00 August 6, 2002
</TABLE>
7. UNUSUAL CHARGES.
The results of operations for the three month period ended March 31, 2000
include $28,180 of charges related to the settlement with Poly U/A Systems, Inc.
and $23,905 of expenses in connection with the prior CEO's retirement agreement.
8. INCOME TAXES.
The income tax provision from continuing operations for the three-month
period ended March 31, 2000 was $377,935 as compared to an income tax benefit of
$174,105 for the comparable period last year. The income tax provision and
benefit differs from the federal statutory rate due primarily to state income
taxes, unutilized foreign losses, permanent differences between income reported
for financial statement and income tax purposes and changes in the tax valuation
allowance relating to the company's net operating loss carryforwards.
Realization of deferred tax assets associated with NOL and credit
carryforwards is dependent upon generating sufficient taxable income prior to
their expiration. Management believes that there is a risk that certain of these
NOL and credit carryforwards may expire unused and accordingly, has established
a valuation reserve against them. Although realization is not assured for the
remaining deferred tax assets, management believes it is more likely than not
that they will be realized through future taxable income or alternative tax
strategies. However, the net deferred tax assets could be reduced in the near
term if management's estimates of taxable income during the carryforward period
are significantly reduced or alternative tax strategies are not available. The
Company will continue to review its valuation allowances and make adjustments,
if necessary. Also, although a valuation allowance has been provided against a
portion of its NOL's, should the Company undergo an ownership change as defined
in Section 382 of the Internal Revenue Code, the Company's tax NOL generated
prior to the ownership change would be subject to an annual limitation. If this
occurred a further adjustment of the valuation allowance would be necessary.
9. EARNINGS PER SHARE (EPS).
The computation of per share amounts for the three months ended March 31,
2000 is based on the average number of common shares outstanding for the period.
Options and warrants to purchase 3,444,368 and 2,972,804 shares of common stock
outstanding during the three months ended March 31, 2000 and three months ended
March 31, 1999, respectively, were not considered in the computation of diluted
EPS because their inclusion would have been antidilutive. Preferred stock
convertible into 2,000,000 common shares at March 31, 1999, was also not
considered in the computation of diluted EPS for the three month period then
ended because their inclusion would have been antidilutive.
The following is a reconciliation of shares used in computing basic and
diluted earnings per share amounts for the three months ended March 31, 2000.
<TABLE>
<S> <C>
Weighted average number of shares - basic 9,378,013
Effects of Dilutive Securities
</TABLE>
10
<PAGE> 12
<TABLE>
<S> <C>
Options
Warrants 374,794
Preferred Stock 155,841
302,736
----------
Weighted average number of shares - diluted 10,211,384
==========
</TABLE>
10. DISCONTINUED OPERATIONS.
On March 17, 2000, the Company signed a letter of intent to sell its
wholly-owned subsidiary, Perceptive Scientific Instruments, LLC ("PSI"). PSI
comprised the Company's genetic analysis business segment. The most significant
condition was governmental approval to transfer various government research
contracts to the buyer. The government recently declined to approve the transfer
of the research contracts, and the potential buyer has indicated that it is
considering another offer at a reduced purchase price. The consummation of this
transaction depends largely upon the revised offer. If the Company does not
reach an agreement with the current buyer, the Company plans to pursue other
opportunities for a disposition of Perceptive Scientific Instruments.
Accordingly, in accordance with Accounting Principles Board Opinion No. 30,
"Reporting the Results of Operations," the Company is presenting the results of
operations of PSI in the accompanying financial statements as discontinued
operations. The Company believes that it will dispose of PSI on a profitable
basis.
The operating results of the discontinued operations are summarized as
follows:
<TABLE>
<CAPTION>
For the three months
ended March 31,
-----------------------------
1999 2000
----------- -----------
<S> <C> <C>
Revenues $ 1,133,448 $ 784,735
Costs and expenses 1,618,682 1,132,811
Operating income (loss) (485,234) (348,076)
Other Income (loss) (22,799) 676
Loss from discontinued operations before
income tax benefit (508,033) (347,400)
Income tax benefit (118,689) (61,015)
Loss from discontinued operations (389,344) (286,385)
</TABLE>
The net assets of discontinued operations are summarized as follows:
<TABLE>
<CAPTION>
December 31, March 31,
1999 2000
----------- -----------
<S> <C> <C>
Current assets $ 1,585,151 $ 1,467,591
Property and equipment 234,958 212,748
Deferred software costs 226,669 228,374
Current liabilities (1,125,077) (1,162,679)
Net assets 921,701 746,034
</TABLE>
The cash flow data of the discontinued operations for the three months
ended March 31, 1999 were not separately detailed in the statement of cash
flows, but are summarized below:
<TABLE>
<CAPTION>
<S> <C>
Cash provided from operations $ 41,371
Cash used by investing activities (40,047)
Effect of foreign currency fluctuations
on cash equivalents 2,157
--------
Cash provided by discontinued operations $ 3,481
========
</TABLE>
11. SEGMENT AND GEOGRAPHIC INFORMATION.
The Company's continuing operations are organized on the basis of products
and related services and under FAS 131 operates in two segments: (1) urinalysis
and (2) small laboratory devices.
The urinalysis segment designs, develops, manufactures and markets IVD
imaging systems based on patented and proprietary AIM technology for automating
microscopic procedures for urinalysis. In December 1997, this segment also began
distributing the UF-100 urine cell analyzer in the United States under an
existing agreement with its manufacturer. The segment also provides ongoing
sales of supplies and service necessary for the operation of installed
urinalysis workstations. In the United States, these products are sold through a
direct sales force. Internationally, these products are sold through
distributors.
The small laboratory devices segment designs, develops, manufactures and
markets a variety of benchtop centrifuges, small instruments and supplies. These
products are used primarily for manual specimen preparation and dedicated
applications in coagulation, cytology, hematology and urinalysis. These products
are sold worldwide through distributors.
The accounting policies of the segments are the same as those described in
the "Summary of Significant Accounting Policies" included in the Company's
report on Form 10-K for the year ended December 31, 1999. The Company evaluates
the performance of its segments and allocates resources to them based on
earnings before income taxes, excluding corporate charges ("Segment Profit").
11
<PAGE> 13
The tables below present information about reported segments for the three
month periods ended March 31, 2000 and 1999:
Three Months Ended March 31, 2000:
<TABLE>
<CAPTION>
Small Unallocated
Laboratory Corporate
Urinalysis Devices Expenses Total
----------- ---------- ------------ -----------
<S> <C> <C> <C> <C>
Revenues $ 5,410,309 $1,342,829 -- $ 6,753,138
Interest income $ 33,257 -- -- $ 33,257
Interest expense $ 955 -- $ 240,796 $ 241,751
Depreciation and amortization $ 163,290 $ 28,743 $ 20,670 $ 212,703
Segment profit (loss) $ 1,498,698 $ 321,472 $ (804,925) $ 1,015,245
Segment assets $11,024,665 $2,026,018 $ 11,078,040 $24,128,723
Investment in long-lived assets $ 88,699 $ 7,900 -- $ 96,599
</TABLE>
Three Months Ended March 31, 1999:
<TABLE>
<CAPTION>
Small Unallocated
Laboratory Corporate
Urinalysis Devices Expenses Total
----------- ---------- ----------- ------------
<S> <C> <C> <C> <C>
Revenues $ 4,354,520 $1,134,270 -- $ 5,488,790
Interest income $ 6,465 $ 545 -- $ 7,010
Interest expense $ 1,397 -- $ 280,928 $ 282,325
Depreciation and amortization $ 263,335 $ 41,548 $ 9,762 $ 314,645
Segment profit (loss) $ 1,013,912 $ 253,189 $(2,370,931)(1) $ (1,103,830)
Segment assets $11,187,956 $1,869,399 $ 9,156,134 $ 22,213,489
Investment in long-lived assets $ 83,679 $ 4,535 -- $ 88,214
</TABLE>
- ----------
(1) Includes litigation settlement of $1,520,371.
Long-lived assets for continuing operations were all located in the United
States and totaled $2,646,393 at December 31, 1999 and $2,670,162 at March 31,
2000.
The following is a reconciliation of segment assets to the consolidated
balance sheet as of March 31, 2000:
<TABLE>
<CAPTION>
March 31, 2000
--------------
<S> <C>
Segment assets from continuing operations $24,128,723
Net assets of discontinued segment $ 746,035
-----------
$24,874,758
===========
</TABLE>
12
<PAGE> 14
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
INTRODUCTION
In March of 2000, we entered into a letter of intent to sell Perceptive
Scientific Instruments, our genetic analysis business. In light of our plans to
sell Perceptive Scientific Instruments, we are treating this business as a
discontinued operation for accounting purposes, and we have removed it from most
of the discussion and financial information in this Quarterly Report. For a
further discussion of our plans to sell this business, please see the section
entitled "Discontinued Business Operations" on page 16 of this Quarterly Report
on Form 10-K.
OVERVIEW
We generate revenues primarily from sales of The Yellow IRIS urinalysis
workstation, an in vitro diagnostic, or IVD, imaging system based on our
patented and proprietary AIM technology, and the related supplies and service
required to operate this workstation. We also earn revenues from sales of
ancillary lines of small laboratory instruments and supplies. Until 1996, we
marketed just two models of The Yellow IRIS urinalysis workstation. These models
differ mainly in speed and price. In 1996, we introduced a third model of The
Yellow IRIS, the Model 900UDx urine pathology system. This model is a higher
capacity automated urinalysis workstation designed especially for the
high-volume testing requirements of large hospitals and reference laboratories.
In December 1997, we began distributing the IRIS/Sysmex UF-100 urine cell
analyzer in the United States under an exclusive agreement with its
manufacturer, Sysmex Corporation. We did not have significant sales of the
UF-100 in 1998, 1999 or 2000. In September 1998, Sysmex started procedures to
end the exclusive nature of our distribution rights, claiming inadequate sales
performance. We denied these allegations. Sysmex has announced that its U.S.
subsidiary will distribute the UF-100 in North America. We may take legal
action. We cannot predict the impact on the Company of this announcement or any
legal action we may take.
Because of the nature of our business, we make significant investments in
research and development for new products and enhancements to existing products.
In the past, we have partially funded our research and development programs
through grants from the National Institutes of Health, joint development
programs with strategic partners and Company-sponsored research and development
entities. We anticipate that future expenditures on research and development
will increase significantly and will be funded entirely out of the Company's
earnings.
The following table summarizes total product technology expenditures for
the periods indicated:
<TABLE>
<CAPTION>
Three Months Ended
March 31,
------------------------
1999 2000
--------- --------
<S> <C> <C>
Research and development expense, net $ 305,000 $424,000
Capitalized software development costs 69,000 15,000
Reimbursed costs for research and
development grants and contracts (3,000) --
--------- --------
Total product technology expenditures $ 371,000 $439,000
========= ========
</TABLE>
In 1995, we entered into a joint development project with Poly U/A Systems,
Inc. for development of several new products to enhance automated urinalysis.
Subsequently, certain disputes arose with the Poly U/A shareholders. In 1999, we
made a tender offer to acquire all of the outstanding shares of Poly U/A stock
for a package of IRIS securities with an estimated value of up to $1.5 million.
Approximately 77% of the outstanding shares of Poly U/A were tendered in this
transaction. We subsequently purchased most the remaining shares of Poly U/A
stock in several negotiated transactions. Poly U/A is now a 99% owned subsidiary
of IRIS. We have recorded the cost of purchasing Poly U/A stock as a litigation
settlement expense.
RESULTS OF OPERATIONS
COMPARISON OF QUARTER ENDED MARCH 31, 2000 TO QUARTER ENDED MARCH 31, 1999
Net revenues for the quarter ended March 31, 2000 totaled $6.8 million, an
increase of $1.3 million, or 23%, over the same period last year. Sales of IVD
imaging systems increased to $1.5 million from $1.0 million, an
13
<PAGE> 15
increase of $474,000, or 46% from the comparable period last year. Sales of IVD
system supplies and services increased to $3.5 million from $3.2 million, an
increase of $270,000 or 8% over the comparable period last year, primarily due
to the larger installed base of The Yellow IRIS IVD imaging systems. Sales of
small instruments and supplies increased to $1.3 million from $1.1 million, an
increase of $208,000, or 18% over the comparable to the same period last year.
Royalties and licensing revenues increased to $377,000 in the current quarter
from $65,000 in the same period last year. The increase was due to the receipt
of a $300,000 license fee in connection with expanded licensing of several
existing patents.
Revenues from the urinalysis segment totaled $5.4 million in the current
quarter as compared to $4.4 million in the same quarter of last year, an
increase of $1 million. This growth is due to increased sales of The Yellow IRIS
family of workstations, increased sales of related system supplies and services
to the growing installed base and a license fee in connection with expanded
licensing of several existing patents. Revenues from small laboratory devices
increased to $1.3 million in the current quarter, as compared to $1.1 million in
the same quarter last year, an increase of $208,000. This growth is primarily
due to increased sale of instruments.
Cost of goods for IVD systems increased as a percentage of sales of IVD
imaging systems to 66% for the quarter ended March 31, 2000 from 65% for the
comparable period last year. Cost of goods for IVD imaging system supplies and
services as a percentage of sales of such products was 43% for the current
period which was comparable to the same period last year. Cost of goods for
small instruments and supplies as a percentage of sales of small instruments and
supplies totaled 52% for the current quarter compared to 54% for the comparable
period last year due to increased sales volume. The aggregate gross margin
totaled 52% for the current quarter as compared to 51% in the same quarter last
year.
Cost of goods sold as a percentage of revenues from the urinalysis segment
totaled 50% this quarter as compared to 48% in the same quarter of last year.
This increase is due to the fact revenues from instruments sales (which have a
lower margin than supplies and service) accounted for a greater proportion of
total revenues for the urinalysis segment in current period as compared to the
prior period. This was partially offset by the impact on revenues of the license
fee. Cost of goods for small laboratory devices as a percentage of revenues
totaled 52% in the current period, as compared to 54% in the same quarter of
last year. This decrease is due to increased sales volume.
Marketing and selling expenses totaled $832,000 for the quarter ended March
31, 2000, compared to $878,000 in the same period last year, a decrease of
$46,000 or 5%. Decreased promotional activities for The Yellow IRIS urinalysis
workstation more than offset increased marketing efforts for small instruments
and supplies. Marketing and selling expenses as a percentage of net revenues was
12% in the current quarter as compared to 16% last year.
General and administrative expenses increased to $967,000 for the current
quarter ended March 31, 2000 as compared to $759,000 for the comparable period
last year, an increase of $208,000 or 27%. This increase is primarily due to
accrued management bonuses based on first quarter profitability. General and
administrative expenses for the quarter as a percentage of net revenues was 14%
in the current year which was comparable to the prior year.
Net research and development expenses increased to $424,000 for the quarter
ended March 31, 2000 from $305,000, an increase of $119,000 or 39% from the
comparable period last year. Net research and development expenses remained
constant as a percentage of revenues at 6%. There were no reimbursements under
joint development programs. Total product technology expenditures, including
capitalized software development costs and reimbursed costs under research and
development grants and contracts, increased to $439,000 from $371,000, an
increase of $68,000 or 18% as compared to the comparable period last year. The
increase in total product technology expenditures is due to increased spending
under a major project focused on The Yellow IRIS workstation. We began this
project in 1999 to improve The Yellow IRIS urinalysis workstation product line.
As a result, we expect significant increases in our net research and development
expenses above 1999 levels. We have completed feasibility studies on the
proposed improvements. We believe that this project is important to maintaining
our competitive position in the urinalysis market and that our failure to
successfully complete this project on schedule could have a material and adverse
effect on future system sales.
Amortization of intangible assets reflects the amortization of acquired
intangible assets and patents. Amortization of intangible assets for the quarter
ended March 31, 2000 decreased to $37,000 from $70,000, a decrease of $33,000 or
47% from the comparable period last year. The decline is the result of the
write-off in the
14
<PAGE> 16
third quarter of 1999 of The White IRIS and deferred warrant costs.
The results of operations for the quarter ended March 31, 2000 include
unusual expenses of $54,000 as compared to $1.6 million in the prior year's
quarter. The prior year's expenses related primarily to the settlement with Poly
UA and legal expenses for an arbitration with the former owner of Perceptive
Scientific Instruments.
The net result was operating income of $1.2 million for the quarter ended
March 31, 2000 as compared to an operating loss of $831,000 for the same quarter
last year. Excluding the unusual expenses, operating income totaled $1.3 million
for the first quarter of 2000 as compared $786,000 for the same quarter last
year.
Interest expense decreased to $242,000 for the quarter ended March 31, 2000
from $282,000 for the comparable period last year due to reduced indebtedness,
partially offset by increased interest rates on our credit facility.
For the quarter ended March 31, 2000, urinalysis segment profits increased
to $1.5 million as compared to $1.0 million in the same period last year, an
increase of $485,000, or 48%. This increase is largely due to higher revenue
partially offset by lower gross margins and higher operating expenses. Segment
profits from the small laboratory devices segment totaled $321,000 in the
current quarter as compared to $253,000 in the same period last year. The
improvement was the result of increased product sales and gross margins.
Unallocated corporate expenses totaled $805,000 in the current period as
compared to $2.4 million in the comparable period last year, a decrease of $1.6
million. This decrease is due primarily to the fact that 1999 numbers included a
litigation settlement of $1.5 million.
The income tax provision for the quarter ended March 31, 2000 was $378,000,
as compared to an income tax benefit $174,000 for the comparable period in 1999.
The difference reflects the Company's profitability in the first quarter of 2000
as compared to its net loss for the comparable prior period. The difference
between the effective rate and the federal statutory rate for the three months
ended March 31, 1999 relates primarily to an increase in the deferred tax
valuation allowance relating to net operating loss carryforwards generated by
the litigation settlement with Poly UA.
We had income from continuing operations of $637,000 or $0.06 per diluted
share for the quarter ended March 31, 2000 as compared to a loss from continuing
operations of $930,000 or $0.15 per diluted share for the quarter ended March
31, 1999.
LIQUIDITY AND CAPITAL RESOURCES
Cash and cash equivalents increased to $2.8 million at March 31, 2000 from
$2.0 million at December 31, 1999. The increase is due to the cash provided by
operations in excess of amounts used by investing and financing activities. Cash
provided by operations for the quarter ended March 31, 2000 increased to $2.2
million from $973,000 for the comparable period last year. This increase is
primarily due to improved operations (excluding unusual noncash write-offs) and
decreased accounts receivable.
Cash used by investing activities totaled $153,000 for the quarter ended
March 31, 2000, as compared to $3,000 in the same quarter last year. The
increase is primarily due to the increase in net expenditures for property and
equipment.
The credit facility with Foothill Capital Corporation, a Wells Fargo
company, consists of a $3.6 million term loan and a $4.0 million revolving line
of credit. Borrowings under the line of credit are limited to a percentage of
eligible accounts receivable and are subject to a combined limit of $7.0 million
for the total credit facility. The term loan bears interest at the lender's
prime rate (9.0% on March 31, 2000) plus 3.0%, and is payable in 36 equal
monthly installments. The revolving line of credit bears interest at the
lender's prime rate plus 1.0%. The credit facility is subject to minimum
interest charges, prepayment penalties and customary fees, is collateralized by
a first priority lien on all the assets of the Company and matures in 2001. It
also contains financial covenants based primarily on tangible net worth and cash
flow and imposes restrictions on acquisitions, capital expenditures and cash
dividends. We were in compliance with all of the financial covenants at March
31, 2000.
We began a major project in 1999 to improve The Yellow IRIS urinalysis
workstation product line. As a result, we are incurring increased expenditures
for our research and development. We plan to fund this project with cash from
operations.
15
<PAGE> 17
Net cash used by financing activities totaled $917,000 and consisted
primarily of principal payments made on the term loan described above and net
repayments of amounts borrowed under the revolving line of credit. As of March
31, 2000, $1.4 million was outstanding under the term loan and no amount was
outstanding under the revolving line of credit; $440,000 remained available for
future borrowings under the revolving credit line.
We reduced our outstanding borrowings by $1.0 million in the first quarter
of 2000 and we have scheduled principal payments totaling $1.2 million during
the next 12 months. We believe that our current cash on hand, together with cash
generated from operations and cash available under the credit facility, will be
sufficient to fund normal operations and pay principal and interest on
outstanding debt obligations for at least the next 12 months. On July 31, 2001,
our $7.0 million subordinated note becomes due and payable. We anticipate that
we will have to seek proceeds from a debt or equity financing in order to meet
this obligation.
We had 204,000 shares of Series B Callable Preferred Stock outstanding on
March 31, 2000. These shares have a liquidation preference of $3 per share (or
an aggregate liquidation preference of $612,000). The "callable" feature
entitles us to convert the preferred stock at any time into a number of shares
of common stock equal to the liquidation value divided by the market price of
the common stock at the time of conversion (subject to a minimum value of $2.00
per share of common stock). The preferred stock will automatically convert under
the same formula on August 3, 2002 if we have not converted it sooner. Based on
the average closing price of $2.36 for the five consecutive trading days ending
March 31, 2000, the call price would be $2.36, and we could convert the Series B
Callable Preferred Stock into 259,322 shares of common stock. The Series B
Callable Preferred Stock is non-voting, is not entitled to any preferred
dividends, and is not subject to any mandatory or optional redemption
provisions. We are not permitted to pay cash dividends on our common stock or to
repurchase any shares of our common stock without the written consent of the
holders of a majority of the Series B Callable Preferred Stock.
DISCONTINUED BUSINESS OPERATIONS
We acquired Perceptive Scientific Instruments in July 1996. Its principal
product line is the PowerGene family of genetic analyzers -- IVD imaging
systems for karyotyping, DNA probe analysis and comparative genomic
hybridization. In March of 2000, we signed a letter of intent to sell this
business to a well-known international company for an estimated price of $2.5
to $5.0 million in cash. The exact price depended on the results of the buyer's
remaining due diligence and the satisfaction of certain conditions. The most
significant condition was governmental approval to transfer various government
research contracts to the buyer. The government declined to approve the
transfer of the research contracts, and the potential buyer has indicated that
it is considering another offer at a reduced purchase price.
In light of our plans to sell Perceptive Scientific Instruments, we are
treating this business as a discontinued operation for accounting purposes, and
we have removed it from most of the discussion and financial information and in
this Quarterly Report to reflect this treatment. However, we cannot be sure
that this transaction will occur. This transaction depends largely upon the
buyer's revised offer. If the Company does not reach an agreement with the
current buyer, the Company plans to pursue other opportunities for a
disposition of Perceptive Scientific Instruments.
SHAREHOLDER RIGHTS PLAN
We have a shareholders rights plan. The rights are not presently
exercisable. They become exercisable only if a person or group acquires 20% or
more of our common stock, or announces a tender offer for 20% or more of our
common stock, without board approval. If the rights are triggered, all common
stockholders (except the hostile party) will be entitled to purchase shares of
common stock (or the economic equivalent in preferred stock) at a price based on
a substantial discount from the market price of the common stock. The Board of
Directors may terminate the plan at any time or redeem the rights prior to their
becoming exercisable. The rights expire on December 22, 2009.
NET OPERATING LOSS CARRYFORWARDS
At December 31, 1999, we had federal net operating loss carryforwards of
approximately $17.5 million. If substantially all of our outstanding options and
warrants are exercised, these transactions in combination with other prior stock
issuances during the past three years would constitute a "change of ownership"
under Section
16
<PAGE> 18
382 of the Internal Revenue Code. Section 382 imposes an annual limitation on
the utilization of net operating loss carryforwards based on a statutory rate of
return (usually the applicable federal rate) and the value of the corporation at
the time of the change of ownership. Depending on the market price of our common
stock at the time a change of ownership occurs, the resulting limitations
imposed by Section 382 could trigger a substantial write down in our deferred
tax assets and a corresponding charge to earnings in the relevant quarter.
INFLATION
The Company does not foresee any material impact on its operations from
inflation.
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements
which reflect our current views about future events and financial results. We
have made these statements in reliance on the safe harbor created by the Private
Securities Litigation Reform Act of 1995. Forward-looking statements include our
views on future financial results, financing sources, product development,
capital requirements, market growth and the like, and are generally identified
by phrases such as "anticipates," "believes," "estimates," "expects," "intends,"
"plans" and similar words. Forward-looking statements are merely predictions and
therefore inherently subject to uncertainties and other factors which could
cause the actual results to differ materially from the forward-looking
statement. These uncertainties and other factors include, among other things,
- our ability to secure additional financing to repay the remaining
principal balance of our long-term debt and to fund our long-term
business strategy,
- unexpected technical and marketing difficulties inherent in major
product development efforts,
- the potential need for changes in our long-term strategy in response
to future developments,
- future advances in diagnostic testing methods and procedures, as well
as potential changes in government regulations and healthcare
policies, both of which could adversely affect the economics of the
diagnostic testing procedures automated by our products,
- rapid technological change in the microelectronics and software
industries,
- increasing competition from imaging and non-imaging based in-vitro
diagnostic products, and
- our ability to dispose of Perceptive Scientific Instruments on
financially acceptable terms.
We have attempted to identify additional significant uncertainties and
other factors affecting forward-looking statements in Exhibit 99 to our 1999
Annual Report on Form 10-K. Stockholders should understand that the
uncertainties and other factors identified in this Quarterly Report and in
Exhibit 99 to the Annual Report are not a comprehensive list of all the
uncertainties and other factors which may affect forward-looking statements. We
do not undertake any obligation to update or revise any forward-looking
statements or the list of uncertainties and other factors which could affect
those statements.
NEW ACCOUNTING PRONOUNCEMENTS
In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin No. 101, "Revenue Recognition in Financial
Statements," which provides the SEC's views on applying generally accepted
accounting principles to selected revenue recognition issues. The SAB is
effective in the second quarter of this fiscal year. The Company believes that
the SAB will not have a material impact on the Company's financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There was no material change in the Company's exposure to market risk on
March 31, 2000 as compared to its market risk exposure on December 31, 1999. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations - Market Risk" in the Company's 1999 Annual Report on Form 10-K.
17
<PAGE> 19
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We are involved in routine litigation arising in the ordinary course of our
business, and, while we cannot predict the outcome of these proceedings, we
believe they will not materially or adversely affect us.
ITEM 2. SALES OF UNREGISTERED SECURITIES.
In September 1999, we acquired 77% of the capital stock of Poly U/A
Systems, Inc. in a tender offer to settle a dispute with the shareholders of
Poly U/A Systems. In January 1999, we acquired another 6,000 shares of capital
stock of Poly U/A Systems from three more stockholders on the same terms as the
tender offer. The selling stockholders signed a release of all claims against
the Company and received in the aggregate 6,000 shares of Series B callable
preferred stock, 18,000 shares of common stock and warrants to purchase another
18,000 shares of common stock. The "callable" feature of the preferred stock
entitles us to convert it at any time into a number of shares of common stock
equal to the liquidation value of the Preferred Stock ($3.00 per share) divided
by the market price of the common stock at the time of conversion based on a
5-day average price, subject to a minimum value of $2.00 per share of common
stock. Each warrant entitles the holder to purchase half of the
underlying shares for $1.00 per share and the other half for $2.00 per share.
The selling stockholders signed written investor representations confirming
their status as "accredited investors" under Regulation D and confirming their
intent to acquire the securities for their own account and not with a view to
resale or distribution. The Company did not engage in general solicitation or
advertising, and the securities issued in the transaction bear appropriate
restrictive legends concerning the registration requirements of the Securities
Act of 1933. The Company believes this transaction was exempt from the
registration requirements of the Securities Act of 1933 based Section 4(2) of
the Securities Act of 1933.
In February 2000, we retained an investment consulting firm for a two year
term and issued them a 2-year warrant to purchase 100,000 shares of common stock
at $1.50 per share. We believe the consulting firm is an "accredited investor"
under Regulation D and has acquired the warrant for their own account and not
with a view to resale or distribution. The Company did not engage in general
solicitation or advertising, and the securities issued in the transaction bear
appropriate restrictive legends concerning the registration requirements of the
Securities Act of 1933. The Company believes this transaction was exempt from
the registration requirements of the Securities Act of 1933 based Section 4(2)
of the Securities Act of 1933.
In April 2000, we acquired another 51,000 shares of capital stock of Poly
U/A Systems from three more stockholders of Poly U/A Systems. The selling
stockholders signed a release of all claims against the Company
and received 291,556 shares of common stock. They also signed written investor
representations confirming their status as "accredited investors" under
Regulation D and confirming their intent to acquire the securities for their own
account and not with a view to resale or distribution. The Company did not
engage in general solicitation or advertising, and the securities issued in the
transaction bear appropriate restrictive legends concerning the registration
requirements of the Securities Act of 1933. The Company believes this
transaction was exempt from the registration requirements of the Securities Act
of 1933 based Section 4(2) of the Securities Act of 1933.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit Reference
Number Description Document
- ------- ----------- --------
<S> <C> <C>
3.1(a) Certificate of Incorporation, as amended (1)
3.1(b) Certificate of Designations of Series A Convertible Preferred Stock (2)
3.1(c) Certificate of Designations of Series B Callable Preferred Stock (3)
3.1(d) Certificate of Designations, Preferences and Rights of Series C Preferred Stock (4)
3.2 Restated Bylaws (5)
4.1 Specimen of Common Stock Certificate (6)
4.2 Certificate of Designations of Series A Convertible Preferred Stock (2)
4.3 Certificate of Designations of Series B Callable Preferred Stock (3)
</TABLE>
18
<PAGE> 20
<TABLE>
<S> <C> <C>
4.4 Certificate of Designations, Preferences and Rights of Series C Preferred Stock (4)
27 Financial Data Schedule 1999 --
</TABLE>
Exhibits followed by a number in parenthesis are incorporated by reference
to the similarly numbered Company document cited below:
(1) Current Report on Form 8-K dated August 13, 1987 and Quarterly Report on
Form 10-Q for the quarter ended September 30, 1993.
(2) Current Report on Form 8-K dated January 15, 1997.
(3) Quarterly Report on Form 10-Q for the quarter ended June 30, 1999.
(4) Current Report on Form 8-K dated January 26, 2000.
(5) Quarterly Report on Form 10-Q for the quarter ended September 30, 1994.
(6) Registration Statement on Form S-3, as filed with the Securities and
Exchange Commission on March 27, 1996 (File No. 333-002001).
(b) Reports on Form 8-K
During the quarter ended March 31, 2000, the Company filed the following
current reports on Form 8-K:
1. On January 26, 2000, the Company filed a Form 8-K announcing the
adoption of a stockholder rights plan.
2. On February 4, 2000, the Company filed a Form 8-K announcing that
Dr. Fred H. Deindoerfer, its founding Chairman and long-time Chief Executive
Officer, had retired from the Board of Directors.
3. On March 27, 2000, the Company filed a Form 8-K announcing that
it has signed a Letter of Intent with a well known international company for a
potential sale of the business of Perceptive Scientific Instruments, LLC, the
Company's subsidiary responsible for the manufacture and marketing of the
PowerGene line family of genetic analyzers.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized, in Chatsworth, California, on May 15,
2000.
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
By: /s/ Donald E. Horacek
------------------------------------
Donald E. Horacek
Controller and Assistant Secretary
[Authorized Signatory and Principal
Accounting Officer]
19
<PAGE> 21
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
EXHIBITS
TO
FORM 10-Q
FOR THE FISCAL QUARTER ENDED MARCH 31, 2000
COMMISSION FILE NO. 1-9767
INTERNATIONAL REMOTE IMAGING SYSTEMS, INC.
<PAGE> 22
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Reference
Number Description Document
- ------- ----------- ---------
<S> <C> <C>
3.1(a) Certificate of Incorporation, as amended (1)
3.1(b) Certificate of Designations of Series A Convertible Preferred Stock (2)
3.1(c) Certificate of Designations of Series B Callable Preferred Stock (3)
3.1(d) Certificate of Designations, Preferences and Rights of Series C Preferred Stock (4)
3.2 Restated Bylaws (5)
4.1 Specimen of Common Stock Certificate (6)
4.2 Certificate of Designations of Series A Convertible Preferred Stock (2)
4.3 Certificate of Designations of Series B Callable Preferred Stock (3)
4.4 Certificate of Designations, Preferences and Rights of Series C Preferred Stock (4)
27 Financial Data Schedule 1999 --
</TABLE>
Exhibits followed by a number in parenthesis are incorporated by reference
to the similarly numbered Company document cited below:
(1) Current Report on Form 8-K dated August 13, 1987 and Quarterly Report on
Form 10-Q for the quarter ended September 30, 1993.
(2) Current Report on Form 8-K dated January 15, 1997.
(3) Quarterly Report on Form 10-Q for the quarter ended June 30, 1999.
(4) Current Report on Form 8-K dated January 26, 2000.
(5) Quarterly Report on Form 10-Q for the quarter ended September 30, 1994.
(6) Registration Statement on Form S-3, as filed with the Securities and
Exchange Commission on March 27, 1996 (File No. 333-002001).
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
consolidated balance sheets at March 31, 2000 and the consolidated statement of
operation for the three month period ended March 31, 2000 and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 2,823,342
<SECURITIES> 0
<RECEIVABLES> 4,341,287
<ALLOWANCES> 361,180
<INVENTORY> 3,341,835
<CURRENT-ASSETS> 12,375,133
<PP&E> 6,319,136
<DEPRECIATION> 5,013,074
<TOTAL-ASSETS> 24,874,758
<CURRENT-LIABILITIES> 6,189,344
<BONDS> 0
0
2,040
<COMMON> 94,091
<OTHER-SE> 10,596,271
<TOTAL-LIABILITY-AND-EQUITY> 24,874,758
<SALES> 6,376,123
<TOTAL-REVENUES> 6,753,138
<CGS> 3,216,206
<TOTAL-COSTS> 3,216,206
<OTHER-EXPENSES> 2,313,872
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 241,751
<INCOME-PRETAX> 1,015,245
<INCOME-TAX> 377,935
<INCOME-CONTINUING> 637,310
<DISCONTINUED> (286,385)
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 350,925
<EPS-BASIC> 0.04
<EPS-DILUTED> 0.03
</TABLE>
