IMATRON INC
10-Q, 1997-11-14
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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FORM 10Q                                                      September 30, 1997





                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 10-Q



 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE 
                              ACT OF 1934

               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1997.
 

                         Commission file number 0-12405


                                  IMATRON INC.


                                   New Jersey
                               I.D. No. 94-2880078
              389 Oyster Point Blvd, South San Francisco, CA 94080
                                 (415) 583-9964



Indicate by check mark whether the Registrant (1) had 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  periods 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___ 

At October 14, 1997, 78,608,598 shares of the Registrant's common stock 
(no par value) were issued and outstanding.


                         Total Number of Pages: 15
<PAGE>





                                IMATRON INC.

                             TABLE OF CONTENTS

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


PART I.    FINANCIAL INFORMATION                                           PAGE


Item 1.           Condensed Consolidated Financial Statements

                  Condensed Consolidated Balance Sheets -                     3
                  September 30, 1997 (unaudited) and December 31, 1996.


                  Condensed Consolidated Statements of Operations -           4
                  Three and Nine Months Ended
                  September 30, 1997 and 1996 (unaudited).


                  Condensed Consolidated Statements of Cash Flows -           5
                  Nine Months Ended
                  September 30, 1997 and 1996 (unaudited).


                  Notes to Condensed Consolidated Financial                   6
                  Statements (unaudited).
 

 
Item 2.           Management's Discussion and Analysis of Financial           9
                  Condition and Results of Operations.



PART II. OTHER INFORMATION                                                   11


SIGNATURES                                                                   13






<PAGE>




<TABLE>
<CAPTION>

                                                   IMATRON INC.
                                       Condensed Consolidated Balance Sheets
                                               (Amounts in thousands)

ASSETS:                                                                   September 30,                  December 31,
                                                                             1997                             1996
                                                                                              
                                                                          -------------                  -------------        
                                                                           (Unaudited)
Current assets
<S>                                                                                      <C>                       
     
                                                                                 
Cash and cash equivalents                                                       $   10,971           $       10,862
     Short-term investments                                                          5,269                   14,171
     Accounts receivable (net of allowance for doubtful   accounts
      of $1,467 at September 30, 1997 and $1,110 at December 31,
      1996):
              Trade accounts receivable                                              8,445                    2,940
              Accounts receivable from affiliate                                     1,954                    2,660
     Inventories                                                                    12,023                   10,393
     Prepaid expenses                                                                  868                    1,659
                                                                       --------------------     --------------------
Total current assets                                                                                            
                                                                                $   39,530            $      42,685

Property and equipment, net                                                          8,816                   10,102
Other assets                                                                         1,214                      405
                                                                       --------------------     --------------------

Total assets                                                                        49,560                   53,192
                                                                       ====================     ====================

LIABILITIES AND SHAREHOLDERS' EQUITY:

Current liabilities
                                                                                                
      Accounts payable                                                          $    2,286             $      2,461
      Other accrued liabilities                                                      5,551                    5,994
      Capital lease obligations - due within one year                                1,203                    1,188
                                                                       --------------------     --------------------
Total current liabilities                                                            9,040                    9,643

Deferred income on sale leaseback transactions                                       1,043                    1,419
Deferred income on service contract                                                    460                        -
Capital lease obligations                                                            3,678                    4,604
                                                                       ---------------------    --------------------
                                                                      
Total liabilities                                                                   14,221                   15,666

Minority interest                                                                   15,129                   14,941

Shareholders' equity:
     Common stock, no par value; authorized-150,000 shares; issued
     and outstanding - 78,603 shares in 1997 and 77,919 shares in
     1996                                                                           90,345                   89,223
     Deferred compensation                                                           (252)                    (116)
     Additional paid-in capital                                                      1,500                    1,500
     Accumulated deficit                                                          (71,383)                 (68,022)
                                                                       --------------------     --------------------
Total shareholders'  equity                                                         20,210                   22,585
                                                                       --------------------     --------------------

Total liabilities and shareholders' equity                                                                     
                                                                                $    49,560         $        53,192
                                                                       ====================     ====================

<FN>

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



</FN>
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                   IMATRON INC.
                                  Condensed Consolidated Statements of Operations
                                 (Amounts in thousands, except per share amounts)
                                                    (Unaudited)

                                                  Three Months Ended                     Nine Months Ended
                                                     September 30,                         September 30,
                                           ----------------------------------     ---------------------------------

                                                   1997                1996              1997                1996
                                                  ------              -------        ---------              -------   
     <S>                                          <C>                  <C>               <C>                  <C>                   
Revenues:
     Product sales                         $       6,869        $      6,376       $   22,591          $    12,393
     Product sale leaseback                                        
     arrangements                                      -                   -                -                1,774
     Service                                       1,466               1,070            3,436                2,658
     Development contracts                         1,250               1,250            3,750                3,750
     Clinics                                         668                 295            1,712                  869
                                           --------------      --------------     ------------      ----------------
                                                                                                     

             Total revenues                       10,253               8,991           31,489               21,444
                                           --------------      --------------     ------------       --------------

Cost of revenues:
     Product sales                                 4,875               4,649           15,014               10,020
     Product sale-leaseback
       arrangements                                    -                   -                -                1,774
     Service                                       1,056                 827            2,666                2,299
     Development contracts                         1,250               1,250            3,750                3,750
     Clinics                                         811                 545            2,335                1,511
                                           --------------      --------------     ------------       --------------

               Total cost of revenues              7,992               7,271           23,765               19,354
                                           --------------      --------------     ------------       --------------

Gross profit                                       2,261               1,720            7,724                2,090

Operating expenses:
      Research an development                        833                 879            2,959                2,380
      Marketing and sales                          1,639               1,140            4,693                3,121
      General and administrative                   1,294               1,202            3,784                3,040
                                           --------------      --------------     ------------       --------------

                Total operating expenses           3,766               3,221           11,436                8,541
                                           --------------      --------------     ------------       --------------

Total operating loss                             (1,505)             (1,501)          (3,712)              (6,451)

Other income, net                                    139               2,072              776                2,233
Interest expense                                   (134)               (416)            (425)                (650)
                                           --------------      --------------     ------------       --------------

Net loss                                   $     (1,500)        $       155        $   (3,361)         $    (4,868)
                                           ==============      ==============     ============       ==============

Net loss per common share                  $      (0.02)        $     (0.00)       $    (0.04)         $     (0.07)
                                           ==============      ==============     ============       ==============

  Number of shares used in per share
calculation                                       78,574              76,601           78,351               73,359
                                           ==============      ==============     ============       ==============

<FN>

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

</FN>
</TABLE>
<PAGE>

<TABLE>
<CAPTION>


                                                   IMATRON INC.
                                  Condensed Consolidated Statements of Cash Flows
                                              (Amounts in thousands)
                                                    (Unaudited)
 
                                                                                Nine Months Ended September 30,
                                                                        -------------------------------------------
                                                                             1997                      1996
                                                                         -----------------         -----------------
<S>                                                                             <C>                        <C>  
Cash flows from operating activities:
   Net loss                                                              $       (3,361)          $        (4,868)
  
 

   Adjustments to reconcile net loss
         to net cash used in operating activities:
       Depreciation and amortization                                               1,681                       918
       Amortization of deferred compensation                                          50                        18
       Common stock issued for services                                              192                       129

   Changes in:
       Accounts receivable                                                       (4,799)                   (2,658)
       Inventories                                                               (1,630)                     (781)
       Prepaid expenses                                                              791                     (109)
       Other assets                                                                (809)                       207
       Accounts payable                                                            (175)                   (1,198)
       Other accrued liabilities                                                      17                     (112)
       Deferred income                                                             (376)                      284
                                                                        -----------------         -----------------

   Net cash used in operating activities                                         (8,419)                   (8,170)

Cash flows from investing activities:
       Capital expenditures                                                        (395)                   (1,501)
       Purchases of marketable securities                                       (23,459)                  (22,036)
       Maturities of marketable securities                                        32,361                     3,068
       Sales of marketable securities                                                  -                     1,015
                                                                        -----------------         -----------------

   Net cash provided by / (used in) investing activities                           8,507                  (19,454)
                                                                        -----------------         -----------------

Cash flows from financing activities:
       Payment of obligations under capitalized leases                             (911)                     (616)
       Payment of notes payable                                                        -                     (992)
       Proceeds from issuance of common stock                                        932                    15,543
       Proceeds from issuance of preferred stock of consolidated
         subsidiary                                                                    -                    14,798
                                                                        -----------------         -----------------

Net cash provided by financing activities                                             21                    28,733
                                                                        -----------------         -----------------

Net increase in cash and cash equivalents                                            109                     1,109
                                                                        -----------------         -----------------

Cash and cash equivalents, at beginning of the period                             10,862                     7,269
                                                                        -----------------         -----------------

Cash and cash equivalents, at end of the period                            $      10,971            $        8,378
                                                                        =================         =================

Supplemental Disclosure of Non cash Investing and Financing Activities:
Deferred compensation of common stock option grant of consolidated
subsidiary                                                                 $        186              $         143
                                                                                                      
                                                                        =================         =================
<FN>

              The accompanying notes are an integral part of these consolidated financial statements
</FN>
</TABLE>
<PAGE>

                                  IMATRON INC.
              Notes to Condensed Consolidated Financial Statements
                                   (Unaudited)

1.   BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements have
     been prepared in accordance with generally accepted  accounting  principles
     for interim  financial  information and with the  instructions to Form 10-Q
     and Rule 10-01 of Regulation S-X.  Accordingly,  they do not include all of
     the information  and footnotes  required by generally  accepted  accounting
     principles for annual consolidated financial statements.  In the opinion of
     management,   adjustments   (consisting  of  normal   recurring   accruals)
     considered necessary for a fair presentation have been included.  Operating
     results for the three and nine months  period ended  September 30, 1997 are
     not necessarily indicative of the results that may be expected for the year
     ended December 31, 1997. For further information, refer to the consolidated
     financial  statements  and notes thereto  included in the Company's  Annual
     Report to Shareholders for the year ended December 31, 1996.

2.   PRINCIPLES OF CONSOLIDATION

     The consolidated  financial statements include the accounts of Imatron Inc.
     and its subsidiary HeartScan Imaging,  Inc.  (HeartScan).  All intercompany
     accounts and transactions have been eliminated in consolidation.

3.   NEW ACCOUNTING STANDARDS

     In June 1997, the Financial  Accounting Standards Board issued Statement of
     Financial  Accounting  Standards No. 130 "Reporting  Comprehensive  Income"
     (SFAS 130) which will be effective  for  financial  statements  for periods
     beginning after December 15, 1997, and establishes  standards for reporting
     and display of  comprehensive  income and its  components  in a full set of
     general purpose financial statements. Earlier application is permitted. The
     Company will make the required  reporting  of  comprehensive  income in its
     consolidated  financial  statements  for the first quarter ending March 31,
     1998.

     In June 1997, the Financial  Accounting Standards Board issued Statement of
     Financial  Accounting  Standards No. 131  "Disclosures  about Segments of a
     Business  Enterprise"  (SFAS  131) which will be  effective  for  financial
     statements beginning after December 15, 1997, and establishes standards for
     disclosures  about  segments  of  an  enterprise.  Earlier  application  is
     encouraged.  In its consolidated financial statements for the year December
     31, 1998, the Company will make the required disclosures.

4.   CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

     Cash equivalents  consist of liquid  instruments  purchased with a maturity
     date of three months or less and money market  funds.  In  accordance  with
     Statement  of  Financial  Accounting  Standards  No. 115,  "Accounting  for
     Certain  Investments  in Debt  and  Equity  Securities,"  the  Company  has
     classified   all   purchases   of   investments   as    available-for-sale.
     Available-for-sale securities are carried at amounts which approximate fair
     value, with unrealized gains and losses reported in a separate component of
     shareholders'  equity if material.  Fair values of investments are based on
     quoted market prices.  Short-term investments at September 30, 1997 consist
     of commercial  papers and  government  securities  with at least an AI / PI
     credit  rating.  These funds have  virtually no  principal  risk and have a
     variable  interest rate.  

     Realized   gains  and  losses,   and   declines  in  value   judged  to  be
     other-than-temporary  are included in other income.  The cost of securities
     sold is based on the specific identification method.

<PAGE>
5.   INVENTORIES
 
  Inventories consist of (in thousands of dollars):   
     
                                           September 30,           December 31,
                                                1997                  1996
                                         -----------------      ----------------

                                                 
  Purchased parts and sub-assemblies         $       3,084         $       2,994
  Service parts                                      1,270                 1,142
  Work-in-process                                    4,520                 2,574
  Finished goods                                     3,149                 3,683
                                         =================      ================
       TOTAL                                 $      12,023         $      10,393
                                         =================      ================

                                                 
6.   LOSS PER SHARE

     Net loss per common share is computed using the weighted  average number of
     common  shares  outstanding.  Stock  options  and  warrants  have  not been
     included in the  computation as their effect would have been  antidilutive.

     In February 1997, the Financial Accounting Standards Board issued Statement
     No. 128,  Earnings  per Share,  which is required to be adopted on December
     31, 1997.  At that time,  the Company will be required to change the method
     currently  used to  compute  earnings  per share and to  restate  all prior
     periods.  Under the new  requirements  for  calculating  basic earnings per
     share, the dilutive effect of stock options will be excluded. The impact of
     Statement 128 on calculations of basic and fully diluted earnings per share
     is not  expected to be material  for the  quarters  and nine month  periods
     ended  September  30, 1997 and September  30, 1996. 

7.  TRANSACTIONS  WITH SIEMENS CORPORATION

     The following table represents the percent of revenues  attributable to the
     development  and  distribution  agreements  between the Company and Siemens
     Corporation:

                                         Three months ended   Nine months ended
                                            September 30,         September 30,
                                         -----------------    -----------------
                                         1997         1996     1997       1996
                                        -----        -----    -----       -----
                               
     Net product sales                    12%           -       18%          2%
     Service                              46%          22%      34%         18%
     Development contracts               100%         100%     100%        100%
      
     Total revenues                       27%          17%      29%         21%

     Siemens has  asserted a claim  against the Company  regarding  the lapse of
     certain foreign  registrations of one of the patents assigned to Siemens by
     the Company in  connection  with the March 31, 1995  agreement  between the
     companies.  The technology  involved in the patent is not used presently in
     any of the Company's products. The Company substituted a patent, subject to
     existing license-back, currently used in its technology, for the previously
     transferred patent. Representatives of Siemens have agreed with the Company
     to these terms.

     In  April  1997,  Imatron  and  Siemens  entered  into  a  service  support
     agreement,  whereby the Company  will provide  customer  services for C-150
     scanners sold by Siemens.  For an agreed-upon amount,  Imatron will provide
     all pre-installation  site planning,  installation and application support,
     as well as, warranty and  post-warranty  services,  as a  subcontractor  to
     Siemen's.  Revenues for warranty  services are recognized  over the life of
     the contracts  while other service  revenues are recognized upon completion
     of work.
<PAGE>
8.   JOINT VENTURE

     As of September 30, 1997 Imatron's  interest in Imatron  Japan,  Inc. ("the
     Joint  Venture")  is carried  in the  accompanying  condensed  consolidated
     financial statements at no value. The Company has no financial  commitments
     to the Joint Venture and is prepared to abandon its  interest.  The Company
     intends to carry this  investment  at no value until such time as the Joint
     Venture  can  demonstrate  that  it will  be  able  to  sustain  profitable
     operations.  Once  profitable  operations are  sustained,  the Company will
     account  for  the  Joint  Venture   investment  using  the  equity  method.
     Summarized  financial  information for the Joint Venture is not included in
     the notes to the condensed consolidated financial statements for the period
     ended or as of September 30, 1997, as such  information  is not  considered
     material to the operations of Imatron Inc.

     The following table represents the percent of revenues  attributable to the
     Joint Venture:


                                     Three months ended       Nine months ended
                                        September 30,            September 30,
                                   ----------------------    -------------------
                                    1997            1996      1997         1996
                                   -------        -------    -------     -------

   Net product sales                   20%            36%        19%         63%
   Service                              9%            20%        11%         22%

   Percentage of total revenues        15%            25%        14%         42%




9.        DEVELOPMENT AGREEMENT WITH TERARECON INC.

     On July 22, 1997, the Company and TeraRecon Inc. entered into a development
     agreement  whereby  TeraRecon will provide  Imatron with a real-time  image
     reconstruction  system for use in conjuction  with  Imatron's  Ultrafast CT
     scanner.  Upon completion and when  delivered,  the RTR-2000 system will be
     exclusive  to  Imatron's  Ultrafast  CT scanner and will expand its current
     applications to include new three-dimensional,  CT flurography or real-time
     viewing of computerized  tomography (CT) images. 

     In  consideration  for the successful  development and delivery of RTR-2000
     systems, the Company has agreed to issue an aggregate of 6 million warrants
     to purchase the  Company's  Common  Stock at $4.50 per share.  The warrants
     will be  issued  in  installments  based  on  TeraRecon  achieving  certain
     milestones  in  connection  with the  development  of image  reconstruction
     systems. In addition,  TeraRecon has agreed to pay the Company an aggregate
     of $2 million for 4 million of the warrants and to make royalty payments to
     Imatron equal to 3% of net sales of certain  RTR-2000 systems sold to third
     parties.

10.  INCREASE IN AUTHORIZED COMMON STOCK

     On July 7,  1997 the  Company  filed an  amendment  to its  Certificate  of
     Incoporation. The amendment which was approved by the Board of Directors on
     April 30, 1997 and by the  shareholders  at the annual  meeting on June 30,
     1997,  increases  the number of authorized  shares of the Company's  Common
     Stock from 100 million shares to 150 million.
<PAGE>


     ITEM 2.  MANAGEMENT'S  DISCUSSION  AND ANALYSIS OF FINANCIAL  CONDITION AND
     RESULTS OF OPERATIONS

     Results of Operations: 

                Three months ended September 30, 1997 versus 1996

     Total  revenues  for  the  third  quarter  ended   September  30,  1997  of
     $10,253,000  increased  $1,262,000  or 14%  compared  to 1996  revenues  of
     $8,991,000.   Net  product  revenues  of  $6,869,000   remained  relatively
     unchanged in 1997 as compared to $6,376,000 in 1996 due to shipment of four
     scanners in both years.  Service  revenues  increased to $1,466,000 in 1997
     from  $1,070,000  in 1996 due to an  increase  in  scanners  under  service
     contracts.  The  increase  primarily  resulted  from  the  service  support
     agreement entered into with Siemens (see Note 6 - Transactions with Siemens
     Corporation).  Development  contract  revenue of $1,250,000 is identical in
     1996 due to the terms of the three year Memorandum of Understanding entered
     into with Siemens in March 1995.  Clinic revenues  related to the HeartScan
     Imaging, Inc. (HeartScan) increased by 126% to $668,000 in 1997 compared to
     $295,000 in 1996 as a result of higher load of revenue scans per clinic and
     increase in number of  coronary  artery  disease  risk  assessment  centers
     (clinics).  There were five clinics  operating in 1997 as compared to three
     in 1996.

     Total cost of revenues as a percent of  revenues  for the third  quarter of
     1997  was  lower at 78% as  compared  with  81% in  1996.  Product  cost of
     revenues as a percent of product remained  relatively  unchanged in 1997 at
     71% as compared to 73% in 1996 due to shipment of four scanners in 1997 and
     1996. Service cost of revenues as a percent of service revenue decreased to
     72% in 1997 from 77% in 1996 due to  increase  in  scanners  under  service
     contracts  partially  offset by startup  expenses  incurred  related to the
     establishment of a service center in Europe (see Note 6 - Transactions with
     Siemens  Corporation).  Development contract revenue and cost of revenue is
     equal due to the terms of the three year Memorandum of  Understanding  with
     Siemens. Clinic costs of revenues as a percent of clinic revenues decreased
     to 121% in 1997 as compared to 185% in 1996 primarily due to an increase in
     revenues related to the establishment of additional Heartscan clinics.

     Total operating  expenses of $3,766,000  increased $545,000 or 17% compared
     to 1996 expenses of $3,221,000. R&D expenses of $833,000 slightly decreased
     from  $879,000 in 1996 due to reduced  prototype  expenses used for product
     development.  Selling  expenses  increased to $1,639,000 from $1,140,000 in
     1996 primarily due to higher advertising expenses incurred by HeartScan and
     expenses  related  to  studies  conducted  promoting  the  benefits  of the
     Company's  product.  Administrative  expenses  increased to $1,294,000 from
     $1,202,000 in 1996 due primarily to increase in HeartScan bad debt expense.


    
               Nine months ended September 30, 1997 versus 1996

     Total revenues for the nine months ended  September 30, 1997 of $31,489,000
     increased  $10,045,000 or 47% compared to revenues of  $21,444,000  for the
     same period in 1996. Net product revenues  increased to $22,591,000 in 1997
     from   $14,167,000   in  1996,   which   included   $1,774,000   under  the
     sale-leaseback  arrangements,  due to  fourteen  scanners  shipped  in 1997
     compared to nine in 1996.  Service revenues  increased 29% to $3,436,000 in
     1997 due to an increase in scanners  under service  contracts.  Development
     contract revenue of $3,750,000 is identical in 1996 due to the terms of the
     three year Memorandum of  Understanding  entered into with Siemens in March
     1995. Clinic revenues related to the HeartScan  Imaging,  Inc. increased to
     $1,712,000  in 1997  from  $869,000  in 1996 as a  result  of five  clinics
     operating in 1997 compared to three in 1996.

     Total cost of revenues  as a percent of revenues  for the first nine months
     of 1997 was  lower at 75% as  compared  with 90% in 1996.  Product  cost of
     revenues as a percent of product revenues decreased to 66% in 1997 from 83%
     in 1996 due to shipment of fourteen  scanners  with higher  realized  gross
     margin  compared to nine  shipments in 1996.  Service cost of revenues as a
     percent of service revenue decreased to 78% in 1997 from 86% in 1996 due to
     higher service contract revenue  partially offset by an increase in startup
     expenses  related to the  establishment  of a service center in Europe (see
     Note 6 Transactions with Siemens Corporation). Development contract revenue
     and cost of revenue is equal due to the terms of the three year  Memorandum
     of  Understanding  with  Siemens.  Clinic costs of revenues as a percent of
     clinic  revenues  decreased  to 136% in  1997 as  compared  to 174% in 1996
     primarily due to an increase in load of revenue scans and  establishment of
     additional Heartscan clinics.

     Total  operating  expenses  of  $11,436,000  increased  $2,895,000  or  34%
     compared to 1996 expenses of $8,541,000. R&D expenses of $2,959,000 in 1997
     increased  $579,000  from  $2,380,000 in 1996 due to increases in headcount
     and materials for new projects. Selling expenses increased to $4,693,000 in
     1997 from $3,121,000 in 1996 primarily due to higher  advertising  expenses
     incurred by HeartScan and expenses related to studies  conducted  promoting
     the benefits of the Company's  product.  Administrative  expenses increased
     $744,000 to $3,784,000 in 1997 from  $3,040,000 in 1996 due to increases in
     HeartScan headcount and bad debt expenses.

     Other income decreased to $776,000 in 1997 from $2,233,000  during the same
     period in 1996.  In the prior  year,  the  Company  sold  59,090  shares of
     Invision  Technologies  common  stock at  $30.00  per  share  for a gain of
     $1,756,000.

     Liquidity and Capital Resources:  

     At September 30, 1997, working capital decreased to $30,490,000 compared to
     December 31, 1996 working  capital of $33,042,000  primarily as a result of
     the  operating  losses  sustained  by  HeartScan  amounting  to  $4,790,000
     partially  offset  by  net  income   generated  by  Imatron   amounting  to
     $1,429,000.  The current ratio remained consistent at 4.4:1 for the periods
     ending September 30, 1997 and December 31, 1996.
     
     The Company's assets decreased to $49,560,000 compared to December 31, 1996
     total assets of $53,192,000.  Net cash used in operating  activities during
     the nine  months  ended  September  30,  1997 was  $8,419,000  compared  to
     $8,170,000 in 1996. The increase in cash used in operations  stems from the
     Company's  growth in  revenues  by 47% and  related  increases  in accounts
     receivables and inventories.

     Cash provided by investing activities  increased  $27,961,000 to $8,507,000
     in 1997 as  compared  to the  same  nine  month  period  in 1996  due to an
     increase in securities held for sale maturing in three months and less. Key
     financing  activities  in the first nine months of 1996  included  proceeds
     from a private  offering  whereby  Imatron sold 100,000 shares of HeartScan
     Series A  preferred  stock to  unaffiliated  third  parties  with  realized
     proceeds of $14,798,000  (net of offering  costs).  During the same period,
     the  Company  also sold  4,500,000  shares of its  common  stock and issued
     warrants  to  purchase  common  stock,  netting  proceeds  of  $11,348,000.
     Additionally,  exercises of stock options, employee stock purchase plan and
     warrants  decreased to $929,000  during the first nine month period in 1997
     as compared to $15,543,000 during the same period in 1996.

     The Company's  management  believes  that the cash,  cash  equivalents  and
     short-term  investments  existing at September  30, 1997 and the  estimated
     proceeds  from ongoing  sales of products and services in 1997 will provide
     the Company  with  sufficient  cash for  operating  activities  and capital
     requirements through December 31, 1997.

     To satisfy the Company's  capital and operating  requirements  beyond 1997,
     profitable  operations,  additional  public  or  private  financing  or the
     incurrence of debt may be required.  If future public or private  financing
     is  required  by the  Company,  holders  of the  Company's  securities  may
     experience dilution.

     There can be no assurance that equity or debt sources, if required, will be
     available  or, if available,  will be on terms  favorable to the Company or
     its  shareholders.  The Company does not believe that  inflation  has had a
     material  effect on its  revenues or results of  operations.  This Form 10Q
     contains  forward-looking  statements which involve risk and uncertainties.
     The  company's  actual  results may differ  significantly  from the results
     discussed in the forward-looking statements as a result of
<PAGE>

     certain risk factors set forth in the Company's  Annual Report on Form 10-K
     for the year ended December 31, 1996.
<PAGE>



PART II.  OTHER INFORMATION


Item 1.   Legal Proceedings

          Not applicable.
 
Item 2.   Changes in Securities

          Not applicable.

Item 3.   Defaults upon Senior Securities

          Not applicable.
 
Item 4.   Submission of Matters to a vote of Security Holders

          The  Company's  Annual  Meeting of  Shareholders  was held on June 30,
          1997.  At the meeting  all  existing  directors  were  re-elected.  In
          addition,  a proposal to increase the number of  authorized  shares of
          common stock from 100 million to 150 million shares was approved.  The
          proposal received 55,353,748 shares for, 4,301,831 against and 439,479
          abstained. 

Item 5.   Other Information
          Not applicable.

Item 6.   Exhibits and Reports on Form 8-K

          (a)     Exhibits:

                  No. 11  -  Computation of per share earnings
 
                  No. 27 -   Financial data schedules

          (b)     Form 8-K Reports:
 
                  Item 4 - Changes in Registrant's certifying accountants 
                  filed on July 2, 1997

                  Item 5 - Increase in authorized common stock filed on
                  July 16, 1997

                  Item 5 - Development agreement with TeraRecon Inc. filed on 
                  August 5, 1997

 
<PAGE>
 



                                 Exhibit No. 11

                                  IMATRON INC.
                    Computation of Net Loss per Common Share
                  (Amounts in thousands, except per share data)
                                   (Unaudited)


 
                               Three Months Ended             Nine Months Ended
                                 September 30,                  September 30,
                              -------------------          ---------------------
                                 1997        1996          1997           1996
PRIMARY:

Weighted average common shares
outstanding                      78,574      76,601         78,351       73,359
                                ---------  ---------     ----------    ---------
 
      TOTAL                      78,574     76,601         78,351        73,359
                                =========  =========     ==========     =======

                                                                      
Net loss                        $ (1,500)   $  155      $  (3,361)     $ (4,868)
                                ========   ========     ==========     =========

Net loss per common share       $ (0.02)    $ 0.00     $  (0.04)      $  (0.07)
                                =========  ========    ===========     =========
                                  

<PAGE>






                                   SIGNATURES

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.

Date:  November 13, 1997


                                        IMATRON INC.
                                        (Registrant)



                                      /s/ Gary H. Brooks
                                     ----------------------------------
                                     Gary H. Brooks
                                     Vice President, Finance/Administration,
                                     Chief Financial Officer and Secretary


<PAGE>

<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     (Replace this text with the legend)
</LEGEND>
<CIK>                                          0000720477
<NAME>                                         Imatron Inc.
<MULTIPLIER>                                   1,000
<CURRENCY>                                     U.S. Dollars
                                                                
<S>                                            <C>
<PERIOD-TYPE>                                  3-MOS
<FISCAL-YEAR-END>                              DEC-31-1997
<PERIOD-START>                                 JAN-1-1997
<PERIOD-END>                                   SEP-30-1997
<EXCHANGE-RATE>                                1
<CASH>                                         10,971
<SECURITIES>                                   5,269
<RECEIVABLES>                                  11,866
<ALLOWANCES>                                   (1,467)
<INVENTORY>                                    12,023
<CURRENT-ASSETS>                               39,530
<PP&E>                                         17,209
<DEPRECIATION>                                 (8,393)
<TOTAL-ASSETS>                                 49,560
<CURRENT-LIABILITIES>                          9,040
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       90,345
<OTHER-SE>                                     000
<TOTAL-LIABILITY-AND-EQUITY>                   49,560
<SALES>                                        31,489
<TOTAL-REVENUES>                               31,489
<CGS>                                          23,765
<TOTAL-COSTS>                                  23,765
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             425
<INCOME-PRETAX>                                (3,361)
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (3,361)
<EPS-PRIMARY>                                  (.04)
<EPS-DILUTED>                                  (.04)
        


</TABLE>


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