FORM 10-Q IMATRON INC. JUNE 30, 1999
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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 JUNE 30, 1999.
Commission file number 0-12405
IMATRON INC.
New Jersey
I.D. No. 94-2880078
389 Oyster Point Blvd, South San Francisco, CA 94080
(650) 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 July 20, 1999, 94,666,671 shares of the Registrant's common stock (no par
value) were issued and outstanding.
Total Number of Pages: 18
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FORM 10-Q IMATRON INC. JUNE 30, 1999
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IMATRON INC.
Table of Contents
PART 1 FINANCIAL INFORMATION PAGE
Item 1. Condensed Consolidated Financial Statements
Consolidated Balance Sheets
June 30, 1999 and December 31, 1998. 3
Consolidated Statements of Operations
Three and Six Month Periods Ended June
30, 1999 and 1998. 4
Consolidated Statements of Cash Flows
Six Month Periods Ended
June 30, 1999 and 1998. 5
Notes to Consolidated Financial Statements. 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. 12
Item 3. Quantitative and Qualitative Disclosures
about Market Risks. 16
PART II. OTHER INFORMATION 17
SIGNATURES 18
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<TABLE>
FORM 10-Q IMATRON INC. June 30, 1999
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IMATRON INC.
Consolidated Balance Sheets
(In thousands)
<CAPTION>
June 30, December 31,
ASSETS 1999 1998
- ------ ----------------- ---------------
<S> <C> <C>
Current assets
Cash and cash equivalents $ 3,702 $ 1,445
Accounts receivable (net of allowance for doubtful accounts of $3,095
and $3,272 at June 30, 1999 and December 31, 1998):
Trade accounts receivable 7,068 7,228
Accounts receivable from joint venture 683 659
Inventories 12,206 14,433
Prepaid expenses 832 825
Current net assets of discontinued operations 84 --
----------------- ---------------
Total current assets 24,575 24,590
Property and equipment, net 3,629 2,275
Goodwill, net 1,311 --
Other assets 1,365 1,631
Long-term net assets of discontinued operations 1,769 3,486
----------------- ---------------
Total assets $ 32,649 $ 31,982
================= ===============
LIABLITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 1,996 $ 3,515
Other accrued liabilities 8,801 7,978
Capital lease obligations - due within one year 554 64
Net current liabilities of discontinued operations -- 220
----------------- ---------------
Total current liabilities 11,351 11,777
Deferred income on sale leaseback transactions 543 875
Deferred income on service contract 260 300
Capital lease obligations 183 39
----------------- ---------------
Total liabilities 12,337 12,991
----------------- ---------------
Minority interest 331 331
----------------- ---------------
Shareholders' equity
Common stock, no par value; 150,000 shares authorized; 94,642 and 88,295
shares issued and outstanding in 1999 and 1998, respectively 113,766 107,475
Deferred compensation (170) (170)
Additional paid-in capital 9,340 9,340
Notes receivable from stockholders (488) (488)
Accumulated deficit (102,467) (97,497)
----------------- ---------------
Total shareholders' equity 19,981 18,660
----------------- ----------------
Total liabilities and shareholders' equity $ 32,649 $ 31,982
================= ================
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
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<TABLE>
FORM 10-Q IMATRON INC. June 30, 1999
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IMATRON INC.
Consolidated Statements of Operations
(In thousands, except per share amounts)
<CAPTION>
Three Months ended Six Months ended
June 30, June 30,
------------------------------- ------------------------------
1999 1998 1999 1998
-------------- -------------- --------------- ------------
<S> <C> <C> <C> <C>
Revenues
Product sales $ 6,394 $ 9,892 $ 9,742 $ 10,841
Service 1,763 1,487 3,380 3,046
Other product sales 123 -- 388 --
Development contracts -- -- -- 1,250
-------------- -------------- --------------- -----------
Total revenue 8,280 11,379 13,510 15,137
-------------- -------------- --------------- ------------
Cost of revenues
Product sales 4,346 6,324 7,579 7,375
Service 1,293 1,745 2,763 3,213
Other product sales 147 -- 406 --
-------------- -------------- --------------- ------------
Total cost of revenues 5,786 8,069 10,748 10,588
-------------- -------------- --------------- -------------
Gross profit 2,494 3,310 2,762 4,549
Operating expenses
Research and development 1,659 2,053 3,467 4,039
Marketing and sales 1,086 1,155 2,254 2,033
General and administrative 528 1,044 1,334 2,126
Goodwill amortization 49 -- 69 --
Restructuring charges -- -- 282 --
-------------- -------------- --------------- ------------
Total operating expenses 3,322 4,252 7,406 8,198
-------------- -------------- --------------- ------------
Operating loss (828) (942) (4,644) (3,649)
Gain (loss) on sale of assets (435) -- 1,060 --
Interest and other income 18 39 27 131
Interest expense (46) (5) (87) (11)
-------------- -------------- --------------- ------------
Loss from continuing operations before provision for income taxes (1,291) (908) (3,644) (3,529)
Provision for income taxes -- -- -- --
-------------- -------------- --------------- ------------
Loss from continuing operations (1,291) (908) (3,644) (3,529)
Loss from discontinued operations (636) (1,191) (1,326) (2,575)
Non cash return to minority interest -- (437) -- (874)
-------------- -------------- --------------- ------------
Net loss $ (1,927) $ (2,536) $ (4,970) $ (6,978)
============== ============== =============== ============
Net loss per common share:
Loss from continuing operations - basic and diluted $ (0.01) $ (0.01) $ (0.04) $ (0.04)
============== ============== =============== ============
Loss from discontinued operations - basic and diluted $ (0.01) $ (0.01) $ (0.01) $ (0.03)
============== ============== =============== ============
Net loss - basic and diluted $ (0.02) $ (0.03) $ (0.05) $ (0.09)
============== ============== ============== ============
Number of shares used in basic and diluted per share calculations
92,064 81,689 90,931 80,231
============== ============= ============== ============
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
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<TABLE>
FORM 10-Q IMATRON INC. June 30, 1999
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IMATRON INC.
Consolidated Statements of Cash Flows
(In thousands)
Six Months Ended June 30,
1999 1998
---------------- --------------------
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (4,970) $ (6,978)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 505 381
Net loss from discontinued operations 1,326 2,575
Goodwill amortization 69 --
Net gain on sale of assets (1,060) --
Amortization of deferred compensation -- 42
Non-cash return to minority interest -- 874
Warrant issued for services -- 50
Common stock issued for services 486 255
Provision for bad debt (177) 355
Loss on disposal of assets 22 --
Changes in operating assets and liabilities:
Accounts receivable 609 (1,060)
Inventories 2,516 (3,508)
Prepaid expenses (4) (169)
Other assets 255 (352)
Accounts payable (1,673) 125
Other accrued liabilities 657 (142)
Deferred income (372) (310)
----------------- --------------------
Net cash used in operating activities: (1,811) (7,862)
Net cash provided (used) by discontinued operations (721) 1,951
----------------- --------------------
(2,532) (5,911)
----------------- --------------------
Cash flows from investing activities:
Capital expenditures (548) (496)
Acquisition of subsidiary, net of cash acquired (273) --
Purchases of available-for-sale securities -- (885)
Maturities of available-for-sale securities -- 1,065
Proceeds from disposal of assets 2,150 --
----------------- --------------------
Net cash (used in) provided by investing activities: 1,329 (316)
----------------- --------------------
Cash flows from financing activities:
Payments of obligations under capital leases (891) (29)
Proceeds from issuance of common stock 4,351 470
----------------- --------------------
Net cash provided by financing activities 3,460 441
----------------- --------------------
Net (decrease) increase in cash and cash equivalents 2,257 (5,786)
Cash and cash equivalents, at beginning of the period 1,445 8,400
================= ====================
Cash and cash equivalents, at end of the period $ 3,702 $ 2,614
================= ====================
Supplemental Disclosure of Noncash Investing and Financing Activities:
Cash paid for interest on capital lease obligations:
Continuing operations $ 87 $ 10
================ =====================
Discontinued operations $ 160 $ 195
================ =====================
Conversion of HeartScan Preferred Stock to Imatron Common Stock $ -- $ 13,959
=============== =====================
Notes receivable from stockholder $ -- $ 336
=============== =====================
Cash paid for income taxes $ -- $ --
=============== =====================
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</FN>
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FORM 10-Q IMATRON INC. JUNE 30, 1999
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IMATRON INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 1999
Note 1 - BASIS OF PRESENTATION
The accompanying unaudited 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 month
periods ended June 30, 1999 are not necessarily indicative of the results that
may be expected for the year ended December 31, 1999. 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, 1998.
Certain reclassifications have been made to the 1998 amounts to conform to the
current period presentation.
Note 2 - BASIS OF CONSOLIDATION
The unaudited consolidated financial statements include the accounts of Imatron
Inc. ("Imatron") and all its subsidiaries (collectively, the "Company"), after
elimination of all intercompany transactions and accounts.
On July 13, 1998, the Company adopted a formal plan to sell its HeartScan
Imaging, Inc. ("HeartScan") subsidiary in order for the Company to focus on its
core business of manufacturing, marketing/selling, and servicing the Company's
proprietary Electron Beam Tomography (EBT) scanners. For all periods presented,
the financial statements reflect the Company's HeartScan segment as a
discontinued operation.
On January 6, 1999, Imatron acquired a 100% interest in Caral Manufacturing
("Caral") in an acquisition accounted for under the purchase method of
accounting (see Note 5). Beginning January 6, 1999, the financial position and
operating results of Caral were consolidated with those of the Company.
On January 25, 1999, the Company acquired 9,000,000 shares of common stock of
Positron Corporation ("Positron") representing a 55% interest for $100. Imatron
is working with third-party equity financing groups to recapitalize Positron for
an aggregate amount of no less than $8,000,000 to support Positron's re-entry
into the medical imaging market. It is expected that the equity financing will
dilute Imatron's interest in Positron to less than 20%. As such, Imatron's
control in Positron is temporary and accordingly, the Company accounted for its
investment in Positron at cost for the six months ended June 30, 1999. Upon the
conclusion of the equity financing, Positron will repay its loan obligation of
$600,000 plus accrued interest to the Company.
Note 3 - NEW ACCOUNTING PRONOUNCEMENTS
NEW ACCOUNTING STANDARDS
In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" (SFAS 133), and in July 1999 issued Financial Accounting
Standard No. 137, "Accounting For Derivative Instruments and Hedging
Activities-Deferral of the Effective Date of FASB Statement No. 133, an
Amendment of FASB Statement No. 133" (SFAS 137). SFAS 137 delayed the effective
date for SFAS 133 for fiscal years beginning after June 15, 2000. The Company
does not believe that the impact of this statement will have a material effect
on the financial position or results of operations upon the adoption of this
accounting standard.
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FORM 10-Q IMATRON INC. JUNE 30, 1999
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Note 4 - inventories
Inventories were as follows:
June 30, December 31,
1999 1998
---------------- ----------------
(In thousands)
Purchased parts and sub-assemblies $ 2,640 $ 2,863
Service parts 1,693 1,883
Work-in-progress 4,303 3,177
Finished products 3,570 6,510
---------------- ----------------
$ 12,206 $ 14,433
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Note 5 - ACQUISITIONS
CARAL MANUFACTURING
On January 6th, 1999 (closing date) Imatron acquired a 100% interest in Caral
Manufacturing ("Caral"). Caral was a major vendor of Imatron and manufactures
custom-made parts for scanners.
The purchase price of the acquisition was comprised of $275,000 in cash, 624,113
shares of common stock issued at closing plus an issuance of shares of common
stock based on the market price of the Company's common stock as of June 6,
1999. The shares issued at closing were valued at $825,000 or $1.3109 per share,
which is the average stock price for the period from December 7, 1998 to
December 18, 1998, the period surrounding the date the terms of the
acquisition were agreed. The security price of the Company's common stock as of
June 6, 1999 was below $2.90 per share, and as part of the agreement, the
Company will issue 332,279 additional shares. In accordance with EITF 97-15,
the contingency was valued at $655,450. The contingent shares are currently held
at an escrow agent.
The acquisition was accounted for using the purchase method of accounting, and
accordingly, the operating results of Caral were included in the Company's
consolidated financial statements from January 6, 1999 forward. The purchase
price was allocated to the underlying assets and liabilities based on their
respective estimated fair values at the date of acquisition. The fair value of
assets acquired was $687,000 and liabilities assumed was $320,000. The excess of
the aggregate purchase price over the fair market value of net assets acquired
amounting to $1,380,000 is classified as goodwill, and amortized on a straight
line method over 10 years. As of June 30, 1999, amortization expense on goodwill
was $69,000.
The income statement for the period ended June 30, 1999 includes Caral's results
of operations from January 6, 1999.
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FORM 10-Q IMATRON INC. JUNE 30, 1999
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The following unaudited pro forma financial information presents the combined
results of operations for the period ended June 30, 1998 of Imatron and Caral as
if the acquisition had occurred as of the beginning of 1998, after giving effect
to certain adjustments, including amortization of goodwill. The pro forma
financial information does not necessarily reflect the results of operations
that would have occurred had Imatron and Caral constituted a single entity
during the period ended June 30,1998:
Three months Six months
ended June ended June
30, 1998 30, 1998
----------------- ----------------
Net sales $ 11,725 $ 15,800
================= ================
Net loss $ (2,277) $ (6,401)
================= =================
Loss per share - basic and diluted $ (0.03) $ (0.08)
================= =================
Number of shares used in basic and
diluted per share calculations 81,689 80,231
================= =================
POSITRON CORPORATION
On January 25, 1999, the Company acquired 9,000,000 shares of common stock of
Positron Corporation ("Positron") representing a 55% interest for $100. Imatron
is working with third-party equity financing groups to recapitalize Positron for
an aggregate amount of no less than $8,000,000 to support Positron's re-entry
into the medical imaging market. It is expected that the equity financing will
dilute Imatron's interest in Positron to less than 20%. As such, Imatron's
control in Positron is temporary and accordingly, the Company has accounted for
its investment in Positron at cost for the six month period ended June 30, 1999.
In conjunction with the execution of a letter of intent and the consummation of
the purchase business combination with Positron, the Company made working
capital advances to Positron under a $600,000 credit facility. 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. At June 30, 1999, Imatron had advanced to
Positron $600,000 under this credit facility which has been included in other
assets. Upon the conclusion of the equity financing, Positron will repay its
loan obligation of $600,000 plus accrued interest to the Company.
Note 6 - RESTRUCTURING AND REORGANIZATION CHARGES
On February 8, 1999, the Company implemented a restructuring plan to reduce
costs and improve operating efficiencies. The plan included elimination of
approximately 20% of the Company's workforce in various departments and its
HeartScan subsidiary including disposal of its HeartScan operations (see Note
9). In addition, the Company put a moratorium on salary increases for its
executive management team effective until the Company meets its financial goals
and objectives. The one-time cost associated with this reduction in staff,
consisting primarily of severance and related benefits, was $282,000 and was
recorded in the first quarter of 1999.
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FORM 10-Q IMATRON INC. JUNE 30, 1999
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Note 7 - NET LOSS PER SHARE
The Company computes and discloses its net loss per share in accordance with
SFAS No. 128, "Earnings per Share." SFAS No. 128 establishes standards for
computing and presenting earnings per share. Basic loss per share is computed
based on the weighted average number of common shares outstanding, and diluted
loss per share 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 as their
effect would have been antidilutive. The computation of basic and diluted loss
per share for both continuing and discontinued operations for the periods ended
June 30, 1999 and 1998, are as follows:
<TABLE>
<CAPTION>
Three Months ended June 30, Six Months ended
June 30,
----------------------------- -----------------------------
1999 1998 1999 1998
------------ ------------- -------------- ------------
(In thousands, except per share amounts)
<S> <C> <C> <C> <C>
Loss from continuing operations $ (1,291) $ (908) $ (3,644) $ (3,529)
============ ============= ============== ============
Loss from discontinued operations $ (636) $ (1,191) $ (1,326) $ (2,575)
============ ============= ============== =============
Net loss $ (1,927) $ (2,536) $ (4,970) $ (6,978)
============ ============= ============== ============
Weighted average common shares - basic and diluted 92,064 81,689 90,931 80,231
============ ============= ============== ============
Basic and diluted loss per share:
Loss from continuing operations $ (0.01) $ (0.01) $ (0.04) $ (0.04)
============ ============ =============== ============
Loss from discontinued operations $ (0.01) $ (0.01) $ (0.01) $ (0.03)
============ ============ =============== ============
Net loss $ (0.02) $ (0.03) $ (0.05) $ (0.09)
============ ============ =============== ============
Antidilutive options and warrants not included in calculation 178 2,159 166 2,267
============ ============ =============== ============
</TABLE>
Note 8 -SEGMENT DISCLOSURES
The Company operates in three industry segments. Imatron operates in one
industry segment in which it designs, manufactures, services and markets a
computed tomography scanner; HeartScan operates centers that perform the
coronary artery scan procedures; and Caral engages in the business of machining
and fabrication of metal and plastic components. The Company is currently
selling its interests in HeartScan (see Note 9).
The accounting policies of the segments are the same as those 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, 1998. 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.
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FORM 10-Q IMATRON INC. JUNE 30, 1999
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The following table summarizes the results of operations for the Company's two
major continuing business segments for six month periods ended June 30, (in
thousands):
<TABLE>
<CAPTION>
Imatron Caral Eliminations Consolidated
------------------ ---------------- ------------- -----------------
<S> <C> <C> <C> <C>
1999:
Revenues from external customers $ 13,122 $ 388 $ -- $ 13,510
Intersegment revenues -- 274 (274) --
Total revenue 13,122 662 (274) 13,510
Operating loss (4,503) (114) (27) (4,644)
Total assets as of June 30, 1999 30,875 465 (544) 30,796
1998:
Revenues from external customers $ 15,137 $ -- $ -- $ 15,137
Intersegment revenues -- -- -- --
Total revenue 15,137 -- -- 15,137
Operating loss (3,649) -- -- (3,649)
Total assets as of December 31, 1998 28,496 -- -- 28,496
</TABLE>
Note 9 - DISCONTINUED OPERATION -- SALE OF HEARTSCAN SUBSIDIARY
On July 13, 1998 (the measurement date), the Company adopted a formal plan to
sell its HeartScan subsidiary in order for the Company to focus on its core
business of manufacturing, marketing/selling, and servicing the Company's
proprietary EBT scanners. Accordingly, the operating results of the HeartScan
operations are reflected as discontinued operations for all periods presented in
the Company's statements of operations and as net assets (liabilities) of
discontinued operations in the June 30, 1999 and 1998 balance sheets.
HeartScan statements of operations data for the periods ended June 30, 1999 and
1998 are as follows (in thousands):
<TABLE>
<CAPTION>
Three Months ended Six Months ended
--------------------------- ----------------------------
1999 1998 1999 1998
------------ ------------ ----------- -------------
<S> <C> <C> <C> <C>
Revenues $ 540 $ 1,100 $ 1,250 $ 2,122
Costs and expenses (1,176) (2,291) (2,576) (4,697)
------------ ------------ ----------- -------------
Loss before income taxes (636) (1,191) (1,326) (2,575)
Provision for income taxes -- -- -- --
============ ============ =========== =============
Loss from discontinued operations $ (636) $ (1,191) $ (1,326) $ (2,575)
============ ============ =========== =============
</TABLE>
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FORM 10-Q IMATRON INC. JUNE 30, 1999
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HeartScan statements of operations include costs of sales related to
transactions with Imatron in the amount of $90,000 and $200,000 for three and
six months ending June 30, 1999, respectively and $150,000 and $290,000 for
three and six months ending June 30, 1998, respectively.
A summary of the net assets of discontinued operation is as follows:
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
---------------------- ----------------------
(In thousands, except per share amounts)
<S> <C> <C>
Cash and cash equivalents $ 827 $ 1,273
Accounts receivable - net and other current assets 287 327
Other current liabilities (35) (92)
Lease obligations - current (995) (1,728)
---------------------- ----------------------
Net current assets (liabilities) of discontinued operation 84 (220)
---------------------- ----------------------
Property, plant and equipment, net 3,404 6,381
Other assets 5 5
Lease obligations - long-term portion (1,640) (2,900)
---------------------- ----------------------
Long-term net assets of discontinued operation $ 1,769 $ 3,486
====================== ======================
</TABLE>
The Company expects that the discontinued operation will continue to operate at
a loss through the disposal date.
On February 10, 1999, the Company sold its HeartScan - San Francisco center and
related C-150 scanner and other equipment. The sale resulted in a net gain of
approximately $1,492,000 which was included in the "Gain (loss) on sale of
assets" in the Condensed Consolidated Statements of Operations for the six
months ended June 30, 1999.
On June 17, 1999, the Company sold its HeartScan - Pittsburgh center and related
C-150 scanner and other equipment resulting in a net loss of approximately
$435,000 which was included in the "Gain (loss) on sale of assets" in the
Condensed Consolidated Statements of Operations for the six months ended June
30, 1999.
The Company is selling the two remaining centers either individually or in
combination. The sales of the Houston and Washington, D.C. business operations
of HeartScan are expected to be completed in 1999.
Note 10 - EQUITY TRANSACTIONS
On June 15, 1999, the Company issued 3,767,713 shares of Imatron common stock to
the president of the Company, Mr. Terry Ross, for $3,025,000. The per share
closing price of the stock purchase was determined to be 90% of the 10 day
average per share closing bid price from May 4, 1999 through May 17, 1999 or
approximately $0.803 per share. In addition, the Company issued to Mr. Ross, an
option to purchase up to an additional $3,000,000 of common stock in increments
of $500,000 at a price equal to 125% of the closing price or $1.003 per share.
In relation to the private placement, the Company also issued to Mr. Ross, a
warrant to purchase 360,000 shares of common stock with an exercise price set at
130% of the closing price or $1.044 per share. The warrant vests on June 30,
2000 and expires on June 15, 2004.
Note 11 - SUBSEQUENT EVENT
On July 23, 1999, the Company closed a private placement offering of the
Company's common stock whereby shares of common stock were sold at $1.00 per
share, and realized net proceeds of $3,000,000. The offering included
issuance of a warrant to purchase 1,000,000 shares of common stock at $1.25
per share. Proceeds from the private placements will be used for general
corporate purposes.
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FORM 10-Q IMATRON INC. JUNE 30, 1999
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
Company's Condensed Consolidated Financial Statements and related Notes thereto
contained elsewhere with this document. Operating results for the three and six
month periods ended June 30, 1999 are not necessarily indicative of the results
that may be expected for any future periods, including the full fiscal year.
Reference should also be made to the Annual Consolidated Financial Statements,
Notes thereto, and Management's Discussion and Analysis of Financial Condition
and Results of Operations contained in the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1998.
This Form 10-Q contains forward-looking statements which are subject to risks
and uncertainties. The Company's actual results may differ significantly from
the results projected in the forward-looking statements as a result of certain
risk factors set forth in the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1998. The Company expressly disclaims any
obligation to update any forward-looking statements.
Results of Continuing Operations:
Three months ended June 30, 1999 versus 1998
Overall revenues for the three months ended June 30, 1999 of $8,280,000
decreased $3,099,000 or 27% compared to revenues of $11,379,000 for the same
period in 1998. Net product revenues decreased to $6,394,000 in 1999 from
$9,892,000 in 1998 due to shipment of four scanners in 1999 compared to six in
1998. Service revenues increased 19% to $1,763,000 in 1999 from $1,487,000 in
1998 due to an increase in scanners under service contract. Other product sales
of $123,000 in 1999 represent revenues from Caral's machining and fabrication
services.
Total cost of revenues as a percent of revenues for the three months of 1999 was
70% as compared with 71% in 1998. Product cost of revenues as a percent of
product revenues increased to 68% in 1999 from 64% in 1998 due to lower margins
on scanners shipped in 1999. The high cost of product sales in 1999 was due to
the decrease in production of new scanners, resulting in a significant portion
of the fixed overhead of the manufacturing facility being expensed to cost
of revenue Service cost of revenues as a percent of service decreased to
73% in 1999 as compared to 117% in 1998 due to a decrease in overhead expenses
to support scanner service contracts.
Operating expenses for the three months of 1999 decreased 22% to $3,322,000, or
40% of revenues, compared to $4,252,000, or 37% of revenues in 1998. Research
and development expenses of $1,659,000 in 1999 decreased from $2,053,000 in 1998
due to a reduction in headcount and completion of R&D projects. Marketing and
sales expenses decreased to $1,086,000 in 1999 from $1,155,000 in 1998 primarily
due to a decrease in outside commissions related to scanner sales offset by an
increase in headcount. Administrative expenses decreased to $528,000 in 1999
from $1,044,000 in 1998 due primarily to a decrease in the bad debt provision
relating to certain distributors. Goodwill amortization amounting to $49,000 in
1999 represents the amortized portion of goodwill related to the acquisition of
Caral.
The loss on sale of assets of $435,000 relates to the loss recognized from sale
of HeartScan-Pittsburgh center to University of Pittsburgh Medical Center. Other
income decreased to $18,000 for the three months ending June 30, 1999 from
$39,000 in the comparable period of 1998. The decrease was attributable to lower
cash balances and investments in interest-bearing securities primarily due to
the operating loss incurred. Interest expense represents interest incurred on
capital lease obligations on certain office equipment.
The Company incurred a non-cash charge to income of $437,000 recorded as return
to minority interest expense for the three months ended June 30, 1998, in
connection with certain beneficial conversion features granted to the holders of
the HeartScan convertible Series A Preferred Stock.
================================================================================
12
<PAGE>
FORM 10-Q IMATRON INC. JUNE 30, 1999
================================================================================
Six months ended June 30, 1999 versus 1998
Overall revenues for the six months ended June 30, 1999 of $13,510,000 decreased
$1,627,000 or 11% compared to revenues of $15,137,000 for the same period in
1998. Net product revenues decreased to $9,742,000 in 1999 from $10,841,000 in
1998 due to six scanners shipped in 1999 compared to seven in 1998. Service
revenues increased 11% to $3,380,000 in 1999 from $3,046,000 in 1998 due to an
ncrease in scanners under service contract. Development contract revenue of
$1,250,000 recorded in 1998 represented a non-refundable payment 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. There were no payments received from Siemens for the second
quarter of 1999 as the Memorandum of Understanding expired on April 1, 1998.
Total cost of revenues as a percent of revenues for the first six months of 1999
was higher at 80% as compared with 70% in 1998. Product cost of revenues as a
percent of product revenues increased to 78% in 1999 from 68% in 1998 due to
shipment of six scanners with lower gross margins compared to seven shipments in
1998. Gross margins were adversely affected by a smaller build plan for the
second quarter of fiscal 1999, due to the Company's effort to reduce finished
goods inventory. With fewer units manufactured the cost per unit increased.
Service cost of revenues as a percent of service revenue decreased to 82% in
1999 from 105% in 1998 due to a decrease in overhead expenses to support scanner
service contracts. In 1998, revenues on spare parts shipped to Imatron Japan, a
major customer, were deferred and related costs were recognized due to the
customer's difficulty in paying as a result of the economic and currency
uncertainties in Japan. As a major customer, the Company extended credit beyond
the normal terms to ensure the continued service for its 25 installed scanners
purchased from the Company.
Operating expenses for the six months of 1999 decreased 10% to $7,406,000, or
55% of revenues, compared to $8,198,000, or 54% of revenues in 1998. Research
and development expenses of $3,467,000 in 1999 decreased from $4,039,000 in 1998
due to a reduction in headcount and completion of R&D projects. Marketing and
sales expenses increased to $2,254,000 in 1999 from $2,033,000 in 1998 primarily
due to an increase in headcount. Administrative expenses decreased to $1,334,000
in 1999 from $2,126,000 in 1998 due primarily to a decrease in the bad debt
provision relating to certain distributors. Goodwill amortization amounting to
$69,000 in 1999 represents the amortized portion of goodwill related to the
acquisition of Caral. Restructuring charges of $282,000 relates to severance and
other benefits recorded by the Company during the first quarter of 1999 as part
of it's reorganization plan.
The gain on sale of assets of $1,060,000 relates to the net gain recognized from
the sale of HeartScan-San Francisco center to International Technology Group
offset by loss on sale of HeartScan-Pittsburgh to University of Pittsburgh
Medical Center. Other income decreased to $27,000 for the first six months of
1999 from $131,000 in the comparable period of 1998. The decrease was
attributable to lower cash balances and investments in interest-bearing
securities primarily due to the operating loss incurred. Interest expense
represents interest incurred on capital lease obligations on certain office
equipment.
The Company incurred a non-cash charge to income of $874,000 recorded as return
to minority interest expense for the six months ended June 30, 1998, in
connection with certain beneficial conversion features granted to the holders of
the HeartScan convertible Series A Preferred Stock.
Discontinued operation:
On July 13, 1998, the Company announced its intention to divest its HeartScan
subsidiary. Accordingly, the Company restated its financial statements to
reflect the classification of HeartScan as a discontinued operation for all
periods presented.
During the six months of 1999 and 1998, the Company reported losses from its
discontinued operation of $1,326,000 and $2,575,000, respectively, which relate
to the discontinued operations of the HeartScan subsidiary. The decrease in
operating loss was primarily due to the closure of the Seattle center and the
sale of the San Francisco and Pittsburgh centers which had been consistently
operating at a loss.
The Company expects that the discontinued operation will continue to operate at
a loss through the disposal date. However, management's current best estimate
indicates that gains will result from the disposal of the individual centers
comprising the discontinued operation.
================================================================================
13
<PAGE>
FORM 10-Q IMATRON INC. JUNE 30, 1999
================================================================================
Liquidity and Capital Resources:
At June 30, 1999, working capital increased to $13,224,000 compared to
December 31, 1998 working capital of $12,813,000. The current ratio remained
constant at 2.2:1 at June 30, 1999 and December 31, 1998.
The Company's total assets increased to $32,649,000 for the six month period
ending June 30, 1999 compared to December 31, 1998 total assets of $31,982,000.
Cash and cash equivalents increased to $3,702,000 in 1999 from $1,445,000 in
1998 due primarily to proceeds from sale of HeartScan centers and issuance of
certain equity instruments. Cash used in continuing operations decreased to
$1,811,000 for six months ended June 30, 1999 compared to $7,862,000 during the
same period in 1998 due to cash generated from receivables and decreased
inventory purchases offset by a reduction in accounts payable. The decrease in
accounts receivables was primarily due to payment of outstanding invoices. The
decrease in inventory resulted from a decrease in the number of scanners in
finished goods to three in 1999 from five during the same period in 1998. In
1998, scanner orders were either delayed or canceled due to the uncertainty in
Asia, resulting in an increase in the number of scanners in finished goods.
Accounts payable decreased as a result of a decrease in inventory purchases.
Cash used by discontinued operations was $721,000 for the six months ended June
30, 1999 compared to cash provided at $1,951,000 due to the buy-out of HeartScan
scanners on lease during 1999. Losses from discontinued operations for the six
month period ended June 30, 1999 decreased to $1,326,000 as compared to
$2,575,000 for the same period in 1998 due to the closure of Seattle and the
sale of the San Francisco and Pittsburgh HeartScan business operations.
The Company's investing activities for the six months ended June 30, 1999
included proceeds from sale of HeartScan - San Francisco and Pittsburgh centers
for $2,150,000 offset by the acquisition of Caral amounting to $273,000 (net of
cash acquired) and purchase of equipment totaling $548,000. In 1998, the primary
source of cash from investing activities was $1,065,000 of proceeds from the
sale and maturity of investments in marketable securities. This was offset by
acquisitions of equipment totaling $496,000 and the purchase of $885,000 of
investments in marketable securities.
Cash provided by financing activities was $3,460,000 for the six month period
ended June 30, 1999 as compared with $441,000 for the same period in 1998.
Significant sources of cash in financing activities were proceeds of $4,351,000
and $470,000 from issuance of common stock under the Company's stock option and
employee stock purchase plans during the six month period ended June 30, 1999
and 1998, respectively.
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, and
cash equivalents existing at June 30, 1999 together with the proceeds from the
impending sale of HeartScan, and the estimated proceeds from ongoing sales of
products and services in 1999 will provide the Company with sufficient cash for
operating activities and capital requirements through December 31, 1999.
Currently, the Company's significant capital commitments in 1999 include the
purchase of a new system for its Enterprise Resource Planning.
To satisfy the Company's capital and operating requirements beyond 1999,
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.
================================================================================
14
<PAGE>
FORM 10-Q IMATRON INC. JUNE 30, 1999
================================================================================
YEAR 2000 COMPLIANCE
The Company's State of Readiness
In 1997, the Company established a project team to coordinate existing Year 2000
activities and address remaining Year 2000 issues. The team has focused its
efforts on three areas: (1) information systems software and hardware; (2)
software and operating systems included in the C-150 scanner and (3) third-party
relationships.
The Company has reviewed its primary financial and other business information
systems and it believes that the systems will be able to manage and manipulate
all material data involving the transition from 1999 to 2000 without functional
or data abnormality and without inaccurate results related to such data. The
Company primarily uses ASK computer system for its Enterprise Resource Planning
(ERP) and will be upgraded to Manufacturing Knowledge (MK) computer system in
1999 which is Y2K compliant. The main purpose of the upgrade is to accommodate
additional users to the system and increases in data storage and processing. Had
the Company decided to continue to use ASK computer system for its ERP, the cost
to make it Y2K compliant would be less than $50,000. A series of comprehensive
training classes for the MK system started in March 1999. The conversion from
ASK to MK started in June 1999 and will be fully implemented by August 1999. The
Company estimates the cost for the conversion to be less than $700,000. As of
June 30, 1999, the Company has incurred approximately $250,000 in Y2K costs. The
Company anticipates that most of its Y2K costs will be incurred during the
second and third quater of 1999.
The Company has reviewed the software associated with the operation of its
scanners to ensure Year 2000 compliance. The Company is currently upgrading its
software with the release of Series 12.4 software that allows 4-digit space on
its images and compatibility with previous software image data. This software is
workable on XP systems only. For non-XP systems, a hardware upgrade is necessary
in order for the Series 12.4 software to function. Although images from scanners
will have "00" for the year 2000, it will not affect their functionality. Should
the customer elect not to purchase the upgrade, the Company is currently
formulating a "functional workaround procedure" which will likely involve manual
labeling of images to indicate the corrected dates. The Company has communicated
this procedure to all its affected customers. Series 12.4 completed its beta
testing and was released in the first quarter of 1999.
The Company has contacted all its suppliers, especially sole-source vendors, and
a review is underway to ensure Year 2000 compliance. While the Company believes
the issues associated with Year 2000 compliance are being addressed, there
remains the risk that suppliers may encounter disruptions due to Year 2000
compliance or the costs associated with implementing computer system changes. To
date, the Company has received formal responses from all of its critical
suppliers. Most of them have responded that they expect to address all their
significant Y2K issues on a timely basis. The Company regularly reviews and
monitors the suppliers' Y2K readiness plans and performance. Based on the
Company's risk assessment, selective on-site reviews may be performed. Risk
analysis has been completed with the Company's base of suppliers and contingency
plans are now being developed and tested. All testing is targeted to be complete
by September 1, 1999. In some cases, to meet Y2K readiness, the Company has
replaced suppliers or eliminated suppliers from consideration for new business.
The Company has also contracted with multiple transportation companies to
provide product delivery alternatives.
The Company's Risks and Contingency Plan
The Company is working to identify and analyze the most likely worst-case
scenarios for third-party relationships affected by Y2K. These scenarios could
include possible infrastructure collapse, the failure of power and water
supplies, major transportation disruptions, unforeseen product shortages due to
hoarding of products and sub-assemblies and failures of communications and
financial systems. Any one of these scenarios could have a major and material
effect on the Company's ability to build its products and deliver services to
its customers. While the Company has contingency plans in place to address most
issues under its control, an infrastructure problem outside of its control or
some combination of several of these problems could result in a delay in product
shipments depending on the nature and severity of the problems. The Company
would expect that most utilities and service providers would be able to restore
service within days although more pervasive system problems involving multiple
providers could last two to four weeks or more depending on the complexity of
the systems and the effectiveness of their contingency plans.
================================================================================
15
<PAGE>
FORM 10-Q IMATRON INC. JUNE 30, 1999
================================================================================
Although the Company is dedicating substantial resources towards attaining Y2K
readiness, there is no assurance it will be successful in its efforts to
identify and address all Y2K issues. Even if the Company acts in a timely manner
to complete all of its assessments; identifies, develops and implements
remediation plans believed to be adequate; and develops contingency plans
believed to be adequate, some problems may not be identified or corrected in
time to prevent material adverse consequences to the Company.
Estimated Costs
The Company does not expect the costs associated with its Year 2000 efforts to
be substantial. Less than $1,000,000 has been allocated to address the Year 2000
issue, of which approximately $250,000 has been incurred through June 30, 1999.
The Company's aggregate cost estimate does not include time and costs that may
be incurred by the Company as a result of the failure of any third parties,
including suppliers, to become Year 2000 compliant or costs to implement any
contingency plans. The discussion above regarding estimated completion dates,
costs, risks and other forward-looking statements regarding Y2K is based on the
Company's best estimates given information that is currently available and is
subject to change. As the Company continues to progress with its Y2K
initiatives, it may discover that actual results will differ materially from
these estimates.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS
In the past the Company has held investments consisting of interest bearing
investment grade instruments consistent with the Company's investment portfolio.
The Company has also entered into credit facilities and leasing arrangements. At
June 30, 1999, the Company had money market mutual funds, certificates of
deposit and commercial paper which mature in less than three months.
Additionally, the Company maintained leases for a scanner and other equipment
that have been accounted for as capital leases with a total obligation of
$737,000 as of June 30, 1999.
The Company's foreign sales are denominated in U.S. Dollars.
The Company does not believe that it is subject to any material exposure to
interest rate, foreign currency or other market risks.
================================================================================
16
<PAGE>
FORM 10-Q IMATRON INC. JUNE 30, 1999
================================================================================
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
18, 1999. At the meeting all existing directors were
re-elected. In addition, the following proposals were
approved:
a) Proposal to approve an amendment to the Company's
1993 Employee Stock Option Plan to increase the
shares authorized thereunder from 5,500,000 common
shares to 11,500,000 common shares.
b) Proposal to approve an amendment to the Company's
1994 Employee Stock Purchase Plan to increase the
shares authorized thereunder from 1,800,000 common
shares to 2,300,000 common shares.
c) Proposal to approve an amendment to the Bonus
Incentive Plan to increase the shares authorized
thereunder from 1,200,000 common shares to 2,200,000
common shares.
d) Proposal to approve an amendment to the 1998 Amended
and Restated Non-Employee Directors' Stock Option
Plan to increase the shares authorized thereunder
from 1,000,000 common shares to 1,500,000 common
shares; to approve the increase in the number of
shares granted in the Initial Option to each newly
elected eligible director from 25,000 common shares
to 40,000 common shares; and to approve the increase
in the number of shares granted in the Annual Option
to each eligible director from 25,000 common shares
to 40,000 common shares.
Item 5. Other Information
Not applicable.
Item 6. Exhibits and Reports on Form 8-K Exhibits:
No. 27 - Financial Data Schedule as of June 30, 1999.
Form 8-K Reports: None.
================================================================================
17
<PAGE>
FORM 10-Q IMATRON INC. JUNE 30, 1999
================================================================================
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: August 13, 1999
IMATRON INC.
(Registrant)
/s/Gary H. Brooks
Vice President, Finance/Administration,
Chief Financial Officer and Secretary
IMATRON INC.
(Registrant)
================================================================================
18
<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>
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<NAME> Imatron Inc.
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<FISCAL-YEAR-END> Dec-31-1999
<PERIOD-START> Jan-1-1999
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<EXCHANGE-RATE> 1
<CASH> 3,702
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<RECEIVABLES> 10,846
<ALLOWANCES> (3,095)
<INVENTORY> 12,206
<CURRENT-ASSETS> 24,575
<PP&E> 11,025
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<COMMON> 113,766
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<INCOME-PRETAX> (3,644)
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