IMATRON INC
10-Q, 1998-05-15
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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<PAGE>


                       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 MARCH 31, 1998.
 

                         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 May 1,  1998,  79,146,985  shares of the  Registrant's  common  stock (no par
value) were issued and outstanding.

                            Total Number of Pages: 14
<PAGE>



                                  IMATRON INC.

                                TABLE OF CONTENTS

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

PART I.    FINANCIAL INFORMATION                                            PAGE

Item 1.       Condensed Consolidated Financial Statements

                  Condensed Consolidated Balance Sheets -                      3
                  March 31, 1998 (unaudited) and December 31, 1997.


                  Condensed Consolidated Statements of                         4
                  Operations - Three Months Ended
                  March 31, 1998 and 1997 (unaudited).


                  Condensed Consolidated Statements of                         5
                  Cash Flows - Three Months Ended
                  March 31, 1998 and 1997 (unaudited).


                  Notes to Condensed Consolidated Financial                    6
                  Statements (unaudited).


Item 2.           Management's Discussion and Analysis of Financial           10
                  Condition and Results of Operations.


PART II.          OTHER INFORMATION                                           12


SIGNATURES                                                                    14




<PAGE>
<TABLE>


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

<CAPTION>


ASSETS                                                                          March 31,            December 31,
                                                                                  1998                   1997
                                                                          --------------------    ------------------
                                                                                (Unaudited)            (Restated)
<S>                                                                                   <C>                     <C>   

Current assets
      Cash and cash equivalents                                                 $      7,244     $          14,425
                                                                                       
      Short-term investments                                                             885                   180
      Accounts receivable (net of allowance for doubtful accounts
          of $3,052 at March 31, 1998 and $2,758 at December 31, 1997):
             Trade accounts receivable                                                 5,983                 8,215
             Accounts receivable from affiliate                                        1,701                 1,438
      Inventories                                                                     16,588                12,926
      Prepaid expenses                                                                   589                   461
                                                                         --------------------    ------------------
 Total current assets                                                                 32,990                37,645

Property and equipment, net                                                            9,915                10,359
Other assets                                                                           1,161                 1,219
                                                                         --------------------    ------------------

Total assets                                                                    $     44,066     $          49,223
 
                                                                         ====================    ==================

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
      Accounts payable                                                          $      2,753         $       2,962
      Other accrued liabilities                                                        6,084                 7,055
      Capital lease obligations - due within one year                                  1,656                 1,578
                                                                         --------------------    ------------------

Total current liabilities                                                             10,493                11,595

Deferred income on sale leaseback transactions                                         1,251                 1,376
Deferred income on service contract                                                      390                   420
Capital lease obligations                                                              4,103                 4,507
                                                                         --------------------    ------------------

Total liabilities                                                                     16,237                17,898


Minority interest                                                                     14,692                14,255

Shareholders' equity
      Common stock, no par value; authorized-100,000 shares;
       issued and outstanding - 79,038 shares in 1998 and 78,203
       shares in  1997                                                                91,167                90,728
      Deferred compensation                                                            (211)                 (232)
      Additional paid-in capital                                                       9,340                 9,290
      Accumulated deficit                                                           (87,159)              (82,716)
                                                                         --------------------    ------------------

Total shareholders' equity                                                            13,137                17,070
                                                                         --------------------    ------------------

Total liabilities and shareholders' equity                                $           44,066        $       49,223
                                                                         ====================    ==================

<FN>

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

<PAGE>

<TABLE>

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

<CAPTION>
                                                                         Three Months Ended March 31,
                                                              -----------------------------------------------

                                                                     1998                       1997
                                                              --------------------       --------------------
                                                                                               (Restated)
<S>                                                                        <C>                          <C>  

Revenues                                                                                         
     Product sales                                             $              949                    $ 7,791
     Service                                                                1,347                      1,030
     Development contracts                                                  1,250                      1,250
     Clinics                                                                1,021                        506
                                                              --------------------       --------------------

                       Total revenues                                       4,567                     10,577
                                                              --------------------       --------------------

Cost of revenues
     Product sales                                                          1,086                      5,441
     Service                                                                1,360                        705
     Development contracts                                                  1,250                      1,250
     Clinics                                                                  914                        755
                                                              --------------------       --------------------

                       Total cost of revenues                               4,610                      8,151
                                                              --------------------       --------------------

Gross profit                                                                (43)                      2,426

Operating expenses
     Research and development                                                 737                        922
     Marketing and sales                                                    1,683                      1,363
     General and administrative                                             1,541                      1,111
                                                              --------------------       --------------------

                       Total operating expenses                             3,961                      3,396
                                                              --------------------       --------------------

Operating  loss                                                           (4,004)                      (970)

Other income, net                                                            120                        310
Interest expense                                                            (122)                      (174)
                                                              --------------------       --------------------

Loss before provision for income taxes                                    (4,006)                      (834)
                                                                                                       

Provision for income taxes                                                      -                          -
                                                              --------------------       --------------------

Loss before minority interest expense                                     (4,006)         
                                                                                                       (834)

Non-cash return to minority interest                                        (437)                      (436)
                                                              --------------------       --------------------

Net loss                                                         $        (4,443)           $        (1,270)
                                                              ====================       ====================

Net loss per common share                                         $       (0.06)            $        (0.02)
                                                              ====================       ====================

Number of shares used in per share calculations                                           
                                                                          78,995                     78,109
                                                              ====================       ====================
<FN>
              The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>

<PAGE>

<TABLE>

                                                   IMATRON INC.
                                  Condensed Consolidated Statements of Cash Flows
                                              (Amounts in thousands)
                                                    (Unaudited)
<CAPTION>


                                                                Three Months Ended March 31,
                                                         ----------------------------------------------------


                                                                1998                               1997
                                                         -----------------                  -----------------
                                                                                                  (Restated)


Cash flows from operating activities:                                                           
<S>                                                               <C>                                  <C>   

   Net loss                                          $           (4,443)                $           (1,270)
   Adjustments to reconcile net loss
        to net cash used in operating activities:
      Depreciation and amortization                                 630                                520
     Amortization of deferred compensation                           21                                  9
     Non-cash return to minority interest                           437                                436
     Warrant issued for services                                     50                                  -
     Common stock issued for services                                 9                                 78
     Provision for bad debt                                         294                                 45
     Loss on disposal of assets                                     175                                  -
   Changes in:
     Accounts and notes receivable                                1,675                             (2,341)
     Inventories                                                 (3,662)                              (727)
     Prepaid expenses                                              (128)                               783
     Other assets                                                    58                                 10
     Accounts payable                                              (209)                               (44)
     Other accrued liabilities                                     (971)                              (423)
     Deferred revenue                                              (155)                              (126)
                                                         -----------------                  -----------------




Net cash used in operating activities                            (6,219)                            (3,050)
                                                         -----------------                  -----------------




Cash flows from investing activities:
   Capital expenditures                                            (361)                              (139)
   Purchases of marketable securities                              (885)                            (5,082)
   Maturities of marketable securities                              180                             14,171
                                                         -----------------                  -----------------
                                                          



Net cash provided by (used in) investing activities              (1,066)                             8,950

Cash flows from financing activities:
   Payment of obligation under capitalized leases                  (326)                              (275)
   Proceeds from issuance of common stock                           430                                509
                                                         -----------------                  -----------------



Net cash provided by
   financing activities                                             104                                234
                                                         -----------------                  -----------------



Net increase (decrease) in cash and
     cash equivalents                                            (7,181)                             6,134

Cash and cash equivalents, at beginning
     of the period                                               14,425                             10,862
                                                         -----------------                  -----------------



Cash and cash equivalents, at end of the
     period                                             $         7,244                      $        16,996
                                                         =================                  =================




Supplemental Disclosure of Non-cash Investing and Financing Activities:
Cash paid for interest on capital lease
   obligations                                           $             95                     $           114
                                                         =================                  =================

<FN>

The accompanying notes are an integral part of these condensed 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 month period
ended March 31, 1998 are not  necessarily  indicative of the results that may be
expected  for  the  year  ended  December  31,  1998.  These  interim  financial
statements  should  be read  in  conjunction  with  the  consolidated  financial
statements  and  notes  thereto  included  in the  Company's  Annual  Report  to
Shareholders for the year ended December 31, 1997.

2.  PRINCIPLES OF CONSOLIDATION

The consolidated  financial statements include the accounts of Imatron Inc. (the
Company)  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 became 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.  The Company has adopted  SFAS 130 as of January 1, 1998.
The Company,  however,  does not have any components of comprehensive  income as
defined by SFAS 130 and therefore, for the three months ended March 31, 1998 and
1997, comprehensive income is equivalent to the Company's net loss.

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 became effective for financial statements beginning
after  December  15, 1997,  and  establishes  standards  for  disclosures  about
segments of an enterprise. The Company has adopted SFAS 131 and has included the
segment  disclosures  required for interim  financial  statements in Note 7. The
reportable  segments  under SFAS 131 do not differ from the segments as reported
in the Company's  December 31, 1997  consolidated  annual  financial  statements
either in their definition as segments or in the basis of measurement of segment
profit or loss.
<PAGE>


4. INVENTORIES

Inventories consist of (in thousands of dollars):    
           
                                           March 31,           December 31,     
                                            1998                  1997
                                     --------------------  -------------------

Purchased parts and sub-assemblies       $         3,055      $         3,212
Service parts                                      1,713                1,398
Work-in-process                                    5,095                3,611
Finished goods                                     6,725                4,705
                                     ====================  ===================
     TOTAL                                 $      16,588       $       12,926   
                                     ====================  ===================  


5.  INCOME (LOSS) PER SHARE

The Company adopted SFAS No. 128, "Earnings per Share", as of December 31, 1997.
SFAS No. 128  establishes  standards for computing and  presenting  earnings per
share.  Net loss per share  (basic) is computed  based on the  weighted  average
number  of  common  shares  outstanding,  and net loss per  share  (diluted)  is
computed  based on the  weighted  average  number of common  shares and dilutive
potential  common  shares  outstanding  during the  period.  Stock  options  and
warrants have not been included in the computation of diluted earnings per share
as their  effect  would have been  antidilutive.  All prior  period net loss per
share data was restated by the Company upon the adoption of SFAS 128.

6.  STOCK OPTION REPRICING

On February 24, 1998, the Company  offered  employees  holding options under the
1993 Stock Option Plan,  the  opportunity  to exchange  such options for options
with an exercise  price equal to $2.56 per share,  the fair market  value of the
Company's  stock on that date.  Outstanding  options to purchase  760,597 shares
with an exercise  price greater than fair market value on February 24, 1998 were
repriced at $2.56 per share.

7.  SEGMENT INFORMATION AND FOREIGN SALES

The Company operates in two industry  segments.  Imatron designs,  manufactures,
services and markets a computed tomography scanner and HeartScan Imaging,  Inc.,
operates  clinics  that  perform  the  coronary  artery  scan  procedures.   The
accounting  policies  of the  segments  are the same as these  described  in the
summary  of   significant   accounting   policies   included  in  the  Company's
consolidated  financial statements and notes thereto for the year ended December
31,  1997.  The  Company  evaluates  performance  based on  profit  or loss from
operations before income taxes not including non-recurring gains and losses.

The Company  accounts for  intersegment  sales and  transfers as if the sales or
transfers  were to third  parties,  that  is,  at  current  market  prices. 


<TABLE>

The following  table  summarizes the results of operations  for the Company's two major  business  segments for each quarter ended
March 31:
<CAPTION>

         (In thousands)                                    Imatron          HeartScan      Eliminations    Consolidated
                                                        ---------------   --------------- --------------- ---------------
         1998:
<S>                                                         <C>                 <C>               <C>              <C>    
         Revenues from external customers                  $    3,546     $       1,021        $   -     $      4,567
         Intersegment revenues                                    212                 -         (212)              -
         Total revenue                                          3,758             1,021         (212)           4,567
         Operating loss                                        (2,708)           (1,296)            -          (4,004)
         Total assets                                          32,571            11,515          (20)          44,066

         1997:

         Revenues from external customers                $     10,071       $       506       $   -       $    10,577
         Intersegment revenues                                     94                 -          (94)               -
         Total revenue                                         10,165               506          (94)          10,577
         Operating loss                                           559           (1,529)             -           (970)
         Total  assets                                         36,213            18,373       (2,500)          52,086

</TABLE>


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) 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
<PAGE>

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
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 a
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.

The consolidated financial statements as of and for the three months ended March
31, 1997 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  $2,182,000   reducing  minority   interests  and  increasing
additional  paid-in  capital  (equity)  and (2) the  recognition  of a  minority
interest  charge  of  $436,000  in  the  consolidated  statement  of  operations
increasing the Company's net loss from $834,000 to $1,270,000.

The restatement of the previously issued 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  non-cash  return to  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.
<PAGE>
 
9.  SUBSEQUENT EVENTS

On  April  1,  1998,  Imatron's  obligations  and  Siemens'  funding  under  the
Memorandum of Understanding  terminated.  In addition,  Siemens  surrendered its
exclusive distribution rights and Imatron assumed worldwide distribution for its
C-150 scanners.

On May 5, 1998 , the Company  entered  into an  agreement  whereby  Imatron will
acquire a majority  ownership  of Positron  Corporation  ("Positron").  Positron
designs,  manufactures,  markets, and services POSICAMTM PET systems,  which are
medical  imaging  devices  utilizing   positron  emission   tomography   ("PET")
technology.

In conjunction with the execution of the definitive agreements, the Company will
begin making working capital  advances to Positron of up to $500,000 in order to
enable it to meet a portion of its  current  obligations.  The  financing  bears
interest  at 1/2% over the prime rate,  is due March 1, 2000,  and is secured by
all of Positron's assets. Positron has been operating under severe liquidity and
working capital constraints.

Under the terms of the agreement,  Imatron will acquire a majority  ownership of
the  outstanding  common stock of Positron  Corporation  on a fully  diluted and
as-if-converted   basis,   excluding   out-of-the-money   warrants  and  options
determined at the time of issuance for $100.

Consummation  of the issuance of shares to Imatron is  conditioned  upon,  among
other things,  Positron shareholders' approval. The Company anticipates that the
acquisition will close in the third quarter of this year.


<PAGE>

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

Results of Operations:

                  Three months ended March 31, 1998 versus 1997

Overall  revenues  for the first  quarter  ended  March 31,  1998 of  $4,567,000
decreased  $6,010,000  or 57%  compared  to 1997  revenues of  $10,577,000.  Net
product revenues decreased to $949,000 in 1998 from $7,791,000 in 1997 primarily
because of decrease in scanner sales to one in 1998 from five in 1997. Although,
certain  customers  provided  the company  with  downpayments  for  scanners for
delivery for the first quarter of 1998,  those  customers  were unable to obtain
letters of credit which led to the decrease in scanner sales.  Service  revenues
increased to  $1,347,000  in 1998 from  $1,030,000 in 1997 due to an increase in
scanners  under  service  contracts.  The increase  primarily  resulted from the
service  support  agreement  entered  into with  Siemens.  Development  contract
revenue of $1,250,000 represents  non-refundable  payments received from Siemens
to  compensate  the Company for its research and  development  efforts for which
Siemens received certain rights under the three year Memorandum of Understanding
entered into in 1995.

Clinic revenues related to HeartScan Imaging, Inc. (HeartScan) increased by 102%
to  $1,021,000 in 1998 compared to $506,000 in 1997 due primarily to an increase
in the number of patient  scans per  center as a result of the  promotional  and
marketing efforts by HeartScan, as well as, an increase in public awareness with
regard to the benefits of coronary artery  screening.  The increase was slightly
offset by a decrease in revenues  from the Seattle  center due to its closure in
February  1998.  The  closure  of the  Seattle  clinic  was a result of its poor
financial  performance  and its lack of  response  to the  marketing  and  sales
efforts put forth by the Company to increase sales.

The following  table  represents the revenues and operating loss for each clinic
for the three months ending March 31:

                                1998                           1997
                  ----------------------------    ------------------------------
                   Revenues    Operating losses    Revenues     Operating losses
                  -------------- ---------------- ---------------- -------------

San Francisco, CA    $343,000    $(116,000)        $  135,000       $ (119,000)
Seattle, WA            39,000     (183,000)            89,000         (213,000)
Houston, TX           246,000     (257,000)           102,000         (202,000)
Washington DC         324,000     (150,000)           121,000         (180,000)
Pittsburgh, PA         69,000     (145,000)            59,000         (213,000)


Clinic costs of revenues as a percentage of clinic revenues  decreased to 90% in
1998 as compared to 149% in 1997  primarily  due to an increase in the number of
patient  scans and the  closure of the  Seattle  center  which was  consistently
operating at a loss.

HeartScan started operations in its San Francisco clinic in 1993, Seattle clinic
in 1995 and Houston, Washington D.C. and Pittsburgh clinics in 1996. The Company
anticipated that the start-up period would range from twelve to eighteen months.
The start-up phase for the sites has taken longer than expected as acceptance of
the  coronary  artery  scan within the  medical  community  has been slower than
projected.

Total cost of revenues as a percent of  revenues  for the first  quarter of 1998
increased  to 101%  compared  from 77% in 1997.  Product  cost of  revenues as a
percent of  product  revenues  increased  to 114% in 1998 from 70% in 1997 . The
negative gross profit on product sales is the result of selling one, small gross
margin scanner to Siemens,  coupled with the fact that the Company  incurred one
time re-engineering costs for its scanner manufacturing process. Service cost of
revenues as a percent of service  revenue  increased to 101% in 1998 from 68% in
1997 due to increases in headcount and travel  expenses  incurred by the Company
resulting from an increase in the number of scanners being serviced.
<PAGE>

Operating  expenses of $3,961,000 in 1998 increased  $565,000 or 17% compared to
1997 expenses of $3,396,000.  Research and  development  expenses of $737,000 in
1998  decreased  from  $922,000 in 1997  primarily  as a result of a decrease in
inhouse  research  for  new  product  development  programs.   Selling  expenses
increased to $1,683,000 in 1998 from  $1,363,000 in 1997 primarily due to higher
advertising  expenses incurred by HeartScan for its centers and expenses related
to  studies  conducted   promoting  the  benefits  of  the  Company's   product.
Administrative  expenses increased to $1,541,000 in 1998 from $1,111,000 in 1997
due to an increase in investor  relations and bad debt expense relating to Asian
distributors.

Other income  decreased to $120,000 in 1998 from  $310,000 for the first quarter
of 1997. The decrease was attributable to lower cash balances and investments in
interest-bearing securities primarily due to the operating loss incurred and the
$175,000 loss on  retirement  of property and  equipment  belonging to HeartScan
Seattle . Interest  expense  decreased to 122,000 for the first  quarter of 1998
from $174,000 in the comparable  period of 1997 due primarily to a lower balance
on the capital lease obligations.

The  Company  incurred  a  non-cash  charge to income of  $437,000  recorded  as
minority  interest  expense  in the first  quarter  of 1998 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
Consolidated Financial Statements).

Liquidity and Capital Resources:

At March 31, 1998, working capital decreased to $22,497,000 compared to December
31, 1997 working  capital of  $26,050,000  primarily as a result of the net loss
sustained by the Company amounting to $4,443,000.

The  Company's  assets  decreased to  $44,066,000  compared to December 31, 1997
total assets of $49,223,000.  Net cash used in operating  activities  during the
year ended March 31, 1998 was $6,219,000  compared to $3,050,000 during the same
period in 1997.  The use of cash was  mainly  due to an  increase  in  inventory
resulting from decreased product sales and payments of accrued liabilities.

Significant  uses  of  cash  in  investing   activities  included  purchases  of
securities held for sale and capital equipment. Key financing activities for the
first quarter ended 1998 included  repayments of  obligations  under the capital
lease offset by proceeds from exercise of stock options and warrants.

The Company's  liquidity is affected by many  factors,  some based on the normal
ongoing  operations of the business and others related to the  uncertainties  of
the industry and global economies. Although the cash requirements will fluctuate
based on timing and extent of these factors, management believes that cash, cash
equivalents, and short-term investments existing at March 31, 1998 together with
the  borrowing  capability,  and the  estimated  proceeds  from ongoing sales of
products  and  services in 1998 will  provide the  Company  and  HeartScan  with
sufficient  cash for  operating  activities  and  capital  requirements  through
December 31, 1998.

Currently,  the  Company  and its  subsidiary  do not have  significant  capital
commitments in 1998.

To satisfy  the  Company's  capital  and  operating  requirements  beyond  1998,
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 certain risk
factors  set forth in the  company's  Annual  Report on Form 10-K/A for the year
ended December 31, 1997.
<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

                   Not applicable.
 
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:

                           Not applicable.

<PAGE>




                                 Exhibit No. 11

                                  IMATRON INC.
                        Computation of Per Share Earnings
                  (Amounts in thousands, except per share data)
                                   (Unaudited)


 
                                                March 31,          March 31,
                                                  1998                1997
                                             ----------------    ---------------
Basic and Diluted:

Weighted average common shares outstanding            78,995              78,109
 
                                             ================    ===============
      TOTAL                                           78,995              78,109
                                             ================    ===============

Net loss                                       $     (4,443)      $      (1,270)
                                             ================    ===============

Net loss per share                             $      (0.06)      $       (0.02)
                                             ================    ===============


<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:  May 14, 1998


                                  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>
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.
</LEGEND>
<CIK>                                         0000720477
<NAME>                                        Imatron Inc.
<MULTIPLIER>                                  1,000
<CURRENCY>                                    U.S. Dollars
       
<S>                             <C>
<PERIOD-TYPE>                                  3-MOS
<FISCAL-YEAR-END>                              Dec-31-1998
<PERIOD-START>                                 Jan-01-1998
<PERIOD-END>                                   Mar-31-1998
<EXCHANGE-RATE>                                1
<CASH>                                         7244
<SECURITIES>                                   885
<RECEIVABLES>                                  10736
<ALLOWANCES>                                   (3052)
<INVENTORY>                                    16588
<CURRENT-ASSETS>                               32990
<PP&E>                                         19120
<DEPRECIATION>                                 (9205)
<TOTAL-ASSETS>                                 44066
<CURRENT-LIABILITIES>                          10493
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       91167
<OTHER-SE>                                     0
<TOTAL-LIABILITY-AND-EQUITY>                   44066
<SALES>                                        4567
<TOTAL-REVENUES>                               4567
<CGS>                                          4610
<TOTAL-COSTS>                                  4610
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             122
<INCOME-PRETAX>                                (4006)
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            0
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                  (4443)
<EPS-PRIMARY>                                  (.06)
<EPS-DILUTED>                                  (.06)
        


</TABLE>


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