Form 10Q June 30, 1997
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED June 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 April 30, 1997, 78,216,111 shares of the Registrant's common stock (no par
value) were issued and outstanding.
Total Number of Pages: 14
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FORM 10Q JUNE 30, 1997
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IMATRON INC.
TABLE OF CONTENTS
PART 1. FINANCIAL INFORMATION PAGE
Item 1. Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets - 3
June 30, 1997 (unaudited and restated) and
December 31, 1996 (restated).
Condensed Consolidated Statements of 4
Operations - Three Month and Six Month Periods Ended
June 30, 1997 and 1996 (unaudited and restated).
Condensed Consolidated Statements of 5
Cash Flows - Six Month Periods Ended
June 30, 1997 and 1996 (unaudited and restated).
Notes to Condensed Consolidated Financial 6
Statements (unaudited).
Item 2. Management's Discussion and Analysis of Financial 10
Condition and Results of Operation.
PART II. OTHER INFORMATION 12
SIGNATURES 14
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Form 10Q June 30, 1997
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IMATRON INC.
Condensed Consolidated Balance Sheets
(Amounts in thousands)
<CAPTION>
(Restated)
--------------------------------
June 30, December 31,
1997 1996
------------- ----------
(Unaudited)
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 16,940 $ 10,862
Short-term investments 3,591 14,171
Accounts receivable (net allowance for doubtful accounts
of $1,376 at June 30, 1997 and $1,110 at
December 31, 1996:
Trade accounts receivable 7,065 2,940
Accounts receivable from affiliate 1,845 2,660
Inventories 11,608 10,393
Prepaid expenses 824 1,659
-------- --------
Total current assets 41,873 42,685
Property and equipment, net 9,297 10,102
Other assets 1,205 405
-------- --------
Total assets $ 52,375 $ 53,192
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities
Accounts payable $ 2,359 $ 2,461
Other accrued liabilities 6,542 5,994
Capital lease obligations - due within one year 1,290 1,188
-------- --------
Total current liabilities 10,191 9,643
Deferred income on sale leaseback transactions 1,168 1,419
Deferred income on service contract 480 --
Capital lease obligations 3,949 4,604
-------- --------
Total liabilities 15,788 15,666
Minority interest - Note 8 13,382 12,323
Shareholders' equity
Common stock, no par value; authorized-150,000 shares; issued
and outstanding - 78,453 shares in 1997 and 77,919 shares in 1996
90,115 89,223
Deferred compensation (273) (116)
Additional paid-in capital 7,390 7,390
Accumulated deficit (74,027) (71,294)
-------- --------
Total shareholders' equity 23,205 25,203
Total liabilities and shareholders' equity $ 52,375 $ 53,192
======== ========
<FN>
The accompanying notes are an integral part of these condensed consolidated financial statements.
</FN>
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Form 10Q June 30, 1997
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IMATRON INC.
Condensed Consolidated Statements of Operations
(Amounts in thousands, except per share amounts)
(Unaudited)
<CAPTION>
(Restated)
-------------------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
---------------------------- -----------------------------
1997 1996 1997 1996
------------ ------------ ----------- ------------
<S> <C> <C> <C> <C>
Revenues:
Product sales $ 7,931 $ 2,226 $ 15,722 $ 6,017
Product sale leaseback arrangements -- 1,774 -- 1,774
Service 940 821 1,970 1,588
Development contracts 1,250 1,250 2,500 2,500
Clinics 538 292 1,044 574
-------- -------- -------- --------
Total revenues 10,659 6,363 21,236 12,453
-------- -------- -------- --------
Cost of revenues:
Product sales 4,698 2,178 10,139 5,371
Product sale-leaseback arrangements -- 1,774 -- 1,774
Service 905 774 1,610 1,472
Development contracts 1,250 1,250 2,500 2,500
Clinics 769 529 1,524 966
-------- -------- -------- --------
Total cost of revenues 7,622 6,505 15,773 12,083
-------- -------- -------- --------
Gross profit 3,037 (142) 5,463 370
Operating expenses:
Research and development 1,204 798 2,126 1,501
Marketing and sales 1,691 898 3,054 1,981
General and administrative 1,379 990 2,490 1,838
-------- -------- -------- --------
Total operating expenses 4,274 2,686 7,670 5,320
-------- -------- -------- --------
Total operating loss (1,237) (2,828) (2,207) (4,950)
Other income, net 358 110 637 161
Interest expense (148) (114) (291) (234)
-------- -------- -------- --------
Loss before provision for income taxes (1,027) (2,832) (1,861) (5,023)
Provision for income taxes -- -- -- --
-------- -------- -------- --------
Loss before minority interest expense (1,027) (2,832) (1,861) (5,023)
Non-cash return to minority interest 436 2,400 872 2,400
-------- -------- -------- --------
Net loss $ (1,463) $ (5,232) $ (2,733) $ (7,423)
======== ======== ======== ========
Net loss per common share $ (0.02) $ (0.07) $ (0.03) $ (0.10)
======== ======== ======== ========
Number of shares used in per share calculation 78,370 73,980 78,239 71,546
======== ======== ======== ========
<FN>
The accompanying notes are an integral part of these condensed consolidated financial statements.
</FN>
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FORM 10Q JUNE 30, 1997
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IMATRON INC.
Condensed Consolidated Statements of Cash Flows
(Amounts in thousands)
(Unaudited)
<CAPTION>
Six Months Ended June 30,
-----------------------------------
1997 1996
---------------- ----------------
<S> <C> <C>
Net loss $ (2,733) $ (7,423)
Adjustments to reconcile net loss
to net cash used in operating activities:
Depreciation and amortization 1,088 555
Amortization of deferred compensation 29 --
Non cash return to minority interest 872 2,400
Common stock issued for services 158 74
Provision for bad debt 266 179
Changes in operating assets and liabilities:
Accounts and notes receivable (4,386) (1,354)
Inventories (1,215) (928)
Prepaid expenses and deposits 835 (202)
Other assets 10 (11)
Accounts payable (102) (392)
Other accrued liabilities 1,028 49
Deferred income (251) 403
-------- --------
Net cash used in operating activities (4,401) (6,650)
Cash flows from investing activities:
Capital expenditures (283) (835)
Purchases of available-for-sale securities (6,598) (11,501)
Maturities of available-for-sale securities 17,178 1,013
Sales of marketable securities -- 1,014
-------- --------
Net cash provided by (used in) investing activities 10,297 (10,309)
-------- --------
Cash flows from financing activities:
Payments of obligations under capital leases (553) (319)
Payment of notes payable -- (992)
Proceeds from issuance of common stock 735 14,922
Proceeds from issuance of preferred stock of consolidated subsidiary
-- 14,798
-------- --------
Net cash provided by financing activities 182 28,107
-------- --------
Net increase in cash and cash equivalents 6,078 11,148
-------- --------
Cash and cash equivalents, at beginning of the period 10,862 7,269
-------- --------
Cash and cash equivalents, at end of the period $ 16,940 $ 18,417
======== ========
Supplemental Disclosure of Non cash Investing and Financing Activities:
Deferred compensation of common stock option grant
of consolidated subsidiary $ 186 $ 143
======== ========
Cash paid for interest on capital lease obligations $ 247 $ 231
======== ========
<FN>
The accompanying notes are an integral part of these condensed consolidated financial statements
</FN>
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FORM 10Q JUNE 30, 1997
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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 six months period ended June 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 Restated
Form 10-K/A for the year ended December 31, 1996.
2. BASIS OF CONSOLIDATION
The consolidated financial statements include the accounts of Imatron Inc.
and its subsidiary HeartScan Imaging, Inc. (collectively the "Company").
All intercompany accounts and transactions have been eliminated in
consolidation.
3. 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 June 30, 1997 consist of
A1, P1 commercial papers and government securities.
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.
4. INVENTORIES
Inventories consist of (in thousands of dollars):
June 30, December 31,
1997 1996
--------------- ---------------
Service parts $ 1,462 $ 1,142
Work-in-process 4,180 2,574
Finished goods 2,297 3,683
=============== ===============
TOTAL $11,608 $10,393
=============== ===============
5. 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 primary earnings
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Form 10Q June 30, 1997
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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 six month
periods ended June 30, 1997 and June 30, 1996.
6. 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 Six months ended
June 30, June 30,
------------------------- -------------------------------
1997 1996 1997 1996
Net product sales 21% 5% 21% 4%
Service 26% 17% 26% 16%
Development contracts 100% 100% 100% 100%
Total revenues 30% 25% 30% 24%
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 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
Siemens. Revenues related to these transactions were recorded as service
revenues.
7. JOINT VENTURE
As of June 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 on the equity method. Summarized financial information
for the Joint Venture is not included in the notes to the consolidated
financial statements for the period ended or as of June 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 Six months ended
June 30, June 30,
-------------------------- --------------------
1997 1996 1997 1996
------------ ----------- ----------- ----------
Net product sales 18% 36% 18% 63%
Service 12% 20% 12% 22%
Percentage of total revenues 14% 25% 14% 42%
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Form 10Q June 30, 1997
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8. RESTATEMENT
In June 1996, Imatron completed a private placement offering whereby
100,000 shares of HeartScan Series A Preferred Stock were sold at $160 per
share and realized net proceeds of $14,798,000. The preferred stock is
convertible on a ten-to-one basis into HeartScan common shares at any time.
Mandatory conversion of the preferred stock into common stock will occur
upon the successful completion of a HeartScan initial public offering. The
HeartScan Series A Preferred Stock may be exchanged at the sole option of
the holder into Imatron common stock at an exchange price of $5.00 per
share until the earlier of a) a two year period following closing of the
Preferred Stock offering; or b) a HeartScan initial public offering. If
there is no initial public offering within 24 months of the Preferred Stock
closing, holders may convert the HeartScan Series A Preferred Stock into
Imatron common stock, at a conversion price equal to the greater of $1.50
per share or a 27% discount from the weighted average closing price of
Imatron common stock for the 90 day Period immediately preceding 24 months
of the Preferred Stock closing and each date that is 3 months thereafter to
and including the 48th month of the Preferred Stock closing.
In March 1997, subsequent to the Company finalizing its 1996 consolidated
financial statements, the Securities and Exchange Commission ("SEC")
announced its position on accounting for the issuance of convertible
preferred stock with a nondetachable conversion feature that is deemed "in
the money" at the date of issue (a "beneficial conversion feature"). The
beneficial conversion feature is initially recognized and measured by
allocating a portion of the preferred stock proceeds equal to the intrinsic
value of that feature to additional paid-in-capital. The intrinsic value is
calculated at the date of issue as the difference of the conversion price
and the quoted market price of the Company's common stock, into which the
security is convertible, multiplied by the number of shares into which the
security is convertible. The discount resulting from the allocation of
proceeds to the beneficial conversion feature is treated as a dividend and
is recognized as a return to the preferred shareholders over the minimum
period in which the preferred shareholders can realize that return (i.e.
from the date the securities are issued to the date they are first
convertible).
The accounting for the beneficial conversion feature requires the use of an
unadjusted quoted market price (i.e. no valuation discounts allowed) as the
fair value used in order to determine the intrinsic value dividend.
Additionally, preferred dividends of a subsidiary are included in minority
interest as charge against income.
Prior to applying the accounting described above in its previously issued
financial statements, the Company had not recognized an intrinsic value
dividend on the HeartScan preferred stock which was issued in June 1996.
The discounted conversion features of this preferred stock into Imatron
common stock (the immediate conversion at $5.00 per share and the
conversion in two years from the date of the preferred stock issuance at a
27% discount) was provided to the preferred shareholders, in essence to
provide them with an exit strategy in the absence of a HeartScan IPO. Thus,
the Company did not believe a discount should be recognized on a
contingently issuable security.
Furthermore, at the time of agreeing to the terms of the transaction the $5
per share immediate conversion price was above the market price of the
Company's common stock but at the time the HeartScan preferred stock was
actually issued, the market price had increased to $5.75 and thereafter, it
dropped below $5 again. Accordingly, the Company did not believe that any
calculation of the discount should include the impact of this short-term
market fluctuation.
In December 1997, the staff of the SEC gave a speech further refining its
March 1997 announcement. Based on discussions with the staff of the SEC in
April 1998, the staff concluded that the Company should retroactively apply
its announcement because it should be applied to contingently issuable
securities and, as discussed in the December speech, the portion
attributable to the discount that could have been obtained immediately on
conversion (even though the shares had not been registered yet) should be
recognized on the day the preferred shares were issued. The balance of the
discount based on a market value of $5.75 per common share is being
recognized over two years from the date of issuance.
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Form 10Q June 30, 1997
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The consolidated financial statements as of and for the year ended December
31, 1996 have been restated to give effect to the accounting treatment
described above. The restatement resulted in (1) a reclassification in the
consolidated balance sheet of $5,890,000 reducing minority interests and
increasing additional paid-in capital (equity) and (2) the recognition of a
minority interest charge of $3,272,000 (including $2,400,000 as of the date
of the preferred shares were issued) in the consolidated statement of
operations increasing the Company's net loss from $10,465,000 to
$13,737,000. The remaining discount of $2,618,000 will be charged to
minority interests through June 30, 1998.
The restatement of the previously issued 1996 consolidated financial
statements, in order to apply the accounting described herein for the
intrinsic value of the beneficial conversion features, does not affect the
cash flows of the Company. The minority interest is recognized as an
increase in minority interest in the balance sheet. If the preferred
shareholders elect to convert their shares to Imatron common stock, the
minority interest will then convert to Imatron equity.
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FORM 10Q JUNE 30, 1997
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Results of Operations:
Three months ended June 30, 1997 versus 1996
Overall revenues for the second quarter ended June 30, 1997 of $10,659,000
increased $4,296,000 or 68% compared to 1996 revenues of $6,363,000. Net
product revenues increased to $7,931,000 in 1997 from $4,000,000 in 1996,
which included $1,774,000 under the sale-leaseback arrangements, primarily
because of increase in scanner shipments from three in 1996 to five in
1997. Service revenues increased to $940,000 in 1997 from $821,000 in 1996
due to an increase in scanners under service contract. Development contract
revenue 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 HeartScan Imaging, Inc. ("HeartScan") increased by 84% to
$538,000 in 1997 compared to $292,000 in 1996 as a result of five coronary
artery disease risk assessment centers ("clinics") operating in 1997
compared to three in 1996.
Total cost of revenues as a percent of revenues for the second quarter of
1997 was lower at 72% as compared with 102% in 1996. Product cost of
revenues as a percent of product revenues decreased to 59% in 1997 from 99%
in 1996 due to shipment of five scanners with higher realized gross margin
compared to three shipments in 1996. Service cost of revenues as a percent
of service revenue increased to 96% in 1997 from 94% in 1996 due to 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.
Operating expenses of $4,274,000 increased $1,588,000 or 59% compared to
1996 expenses of $2,686,000. R&D expenses of $1,204,000 increased $406,000
from $798,000 in 1996 due to increases in headcount and materials for new
projects being developed. Selling expenses increased to $1,691,000 from
$898,000 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 $389,000 to
$1,379,000 due to increases in HeartScan headcount and bad debt expenses.
Interest income increased to $358,000 for the second quarter of 1997 from
$110,000 in the comparable period of 1996. The increase were attributable
to higher average cash balances and investments in interest-bearing
securities which were purchased with the proceeds from the private
placements and stock option exercises in 1996. Interest expense increased
to 148,000 for the second quarter of 1997 from $114,000 in the comparable
period of 1996 due primarily to an increase in capital lease obligations
related to scanners leased back by HeartScan.
The Company incurred a non-cash charge to income of $436,000 and $2,400,000
recorded as return to minority interest expense in the second quarter of
1997 and 1996, respectively, in connection with certain beneficial
conversion features granted to the holders of the HeartScan convertible
Series A Preferred Stock (see Note 8 to the Notes to the Condensed
Consolidated Financial Statements).
Six months ended June 30, 1997 versus 1996
Overall revenues for the six months ended June 30, 1997 of $21,236,000
increased $8,783,000 or 71% compared to revenues of $12,453,000 for the
same period in 1996. Net product revenues increased to $15,722,000 in 1997
from $7,791,000 in 1996, which included $1,774,000 under the sale-leaseback
arrangements, due to ten scanners shipped in 1997 compared to five in 1996.
Service revenues increased 24% to $1,970,000 in 1997 due to an increase in
scanners under service contract. Development contract revenue 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
HeartScan Imaging, Inc. increased to $1,044,000 in 1997 from $574,000 in
1996 as a result of five coronary artery disease risk assessment centers
("clinics") operating in 1997 compared to three in 1996.
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Form 10Q June 30, 1997
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Total cost of revenues as a percent of revenues for the first six months of
1997 was lower at 74% as compared with 97% in 1996. Product cost of
revenues as a percent of product revenues decreased to 64% in 1997 from 92%
in 1996 due to shipment of ten scanners with higher realized gross margin
compared to five shipments in 1996. Service cost of revenues as a percent
of service revenue decreased to 82% in 1997 from 93% 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.
Operating expenses of $7,670,000 increased $2,350,000 or 44% compared to
1996 expenses of $5,320,000. R&D expenses of $2,126,000 in 1997 increased
$625,000 from $1,501,000 in 1996 due to increases in headcount and
materials for new projects being developed . Selling expenses increased to
$3,054,000 from $1,981,000 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 $652,000 to $2,490,000 due to increases in HeartScan headcount
and bad debt expenses.
Interest income increased to $637,000 for the first six months of 1997 from
$161,000 in the comparable period of 1996. The increase were attributable
to higher average cash balances and investments in interest-bearing
securities which were purchased with the proceeds from the private
placements and stock option exercises in 1996. Interest expense increased
to 291,000 for the first six months of 1997 from $234,000 in the comparable
period of 1996 due primarily to an increase in capital lease obligations
related to scanners leased back by HeartScan.
The Company incurred a non-cash charge to income of $872,000 and $2,400,000
recorded as return to minority interest in the second quarter of 1997 and
1996, respectively, in connection with certain beneficial conversion
features granted to the holders of the HeartScan convertible Series A
Preferred Stock (see Note 8 to the Notes to the Condensed Consolidated
Financial Statements).
Liquidity and Capital Resources:
At June 30, 1997, working capital slightly decreased to $31,682,000
compared to December 31, 1996 working capital of $33,042,000 primarily as a
result of the operating losses sustained by HeartScan amounting to
$3,269,000. The current ratio decreased to 4.1:1 at June 30, 1997 from
4.4:1 at December 31, 1996.
The Company's assets decreased to $52,375,000 compared to December 31, 1996
total assets of $53,192,000 primarily due to decreases in cash, cash
equivalents and short-term investments partially offset by increases in
receivables and inventories. There were five scanners for which receivables
were outstanding at the end of June 1997 compared to three at December 31,
1996.
The Company's management believes that the cash, cash equivalents and
short-term investments existing at June 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 10-Q/A 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
certain risk factors set forth in the Company's Restated Annual Report on
Form 10-K/A for the year ended December 31,1996.
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FORM 10Q JUNE 30, 1997
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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
abstentions.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
No. 11 - Computation of per share earnings.
(b) Form 8-K Reports:
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FORM 10Q JUNE 30, 1997
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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: June 16, 1998
IMATRON INC.
(Registrant)
/s/Gary H. Brooks
---------------------------------------
Vice President, Finance/Administration,
Chief Financial Officer and Secretary
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FORM 10Q JUNE 30, 1997
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Exhibit No. 11
IMATRON INC
Computation of Net Loss per Common Share
(Amounts in thousands, except per share data)
(Unaudited)
(Restated)
Three Months Ended Six Months Ended
June 30, June 30,
----------------------- -------------------
1997 1996 1997 1996
-------- -------- -------- --------
Weighted average common shares
outstanding 78,370 73,980 78,239 71,546
-------- -------- -------- --------
TOTAL 78,370 73,980 78,239 71,546
======== ======== ======== ========
Net loss $ (1,463) $ (5,232) $ (2,733) $(7,423)
======== ======== ======== ========
Net loss per common share $ (0.02) $ (0.07) $ (0.03) $ (0.10)
======== ======== ======== ========
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<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from Imatron
Inc.'s consolidated condensed statements of income and consolidated condensed
balance sheets and is qualified in its entirety by reference to such
financial statements.
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<NAME> Imatron Inc.
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