IMATRON INC
10-Q, 2000-05-11
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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FORM 10-Q                              IMATRON INC.               MARCH 31, 2000
================================================================================

                       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, 2000.


                         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) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter periods  that the  Registrant was
required to  file  such reports),  and  (2) has  been  subject  to  such  filing
requirements for the past 90 days.

                         Yes    _____X______   No_________


At April 21, 2000, 101,209,771 shares of the  Registrant's common stock  (no par
value) were issued and outstanding.



                            Total Number of Pages: 15

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<PAGE>
FORM 10-Q                              IMATRON INC.               MARCH 31, 2000
================================================================================

                                  IMATRON INC.
                                Table of Contents

PART I. FINANCIAL INFORMATION                                               PAGE

Item 1. Condensed Consolidated Financial Statements
        Consolidated Balance Sheets
        March 31, 2000 (Unaudited) and December 31, 1999                     3

        Consolidated Statements of Operations
        Three-Month Periods Ended
        March 31, 2000 and 1999 (Unaudited)                                  4

        Consolidated Statements of Cash Flows - Three-Month Periods Ended
        March 31, 2000 and 1999 (Unaudited)                                  5

        Notes to Consolidated Financial Statements.                          6


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

Item 3. Quantitative and  Qualitative Disclosures about Market
        Risks.                                                              13


PART II.OTHER INFORMATION                                                   14

        SIGNATURES                                                          15

================================================================================
                                       2
<PAGE>

<TABLE>
FORM 10-Q                                                                   IMATRON INC.                              MARCH 31, 2000
====================================================================================================================================

                                                   IMATRON INC.
                                           Consolidated Balance Sheets
                                                  (In thousands)
<CAPTION>
                                                                                             March 31,            December 31,
ASSETS                                                                                         2000                  1999
                                                                                          ------------------    ------------------
<S>                                                                                       <C>                   <C>

                                                                                              (Unaudited)

Current assets
    Cash and cash equivalents                                                             $         9,402       $         9,198
    Short-term investments                                                                          1,998                 1,999
    Accounts receivable (net of allowance for doubtful accounts of $2,412
    and $2,876 at March 31, 2000 and December 31, 1999):
           Trade accounts receivable                                                                8,282                 8,570
           Accounts receivable from joint venture                                                     652                   582
    Inventories                                                                                    16,957                12,965
    Prepaid expenses                                                                                  527                 1,030
    Net current assets of discontinued operations                                                     981                 1,019
                                                                                          ------------------    ------------------

Total current assets                                                                               38,799                35,363

Property and equipment, net                                                                         2,698                 2,900
Other assets                                                                                        1,822                 1,911
Net long-term assets of discontinued operations                                                       486                   469
                                                                                          ------------------    ------------------

Total assets                                                                              $         43,805      $         40,643
                                                                                          ==================    ==================

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
    Accounts payable                                                                      $         2,445       $         2,998
    Other accrued liabilities                                                                      10,881                10,118
    Capital lease obligations:  due within one year                                                    31                    30
                                                                                          ------------------    ------------------

Total current liabilities                                                                          13,357                13,146

    Deferred income on sale leaseback transactions                                                    344                   367
    Deferred income on service contract                                                               150                   180
    Capital lease obligations                                                                         117                   125
                                                                                          ------------------    ------------------
Total liabilities                                                                                  13,968                13,818
                                                                                          ------------------    ------------------
Minority interest                                                                                      83                    93
                                                                                          ------------------    ------------------
Shareholders' equity
    Common stock, no par value; 150,000 shares authorized; 101,120 and 100,042
    Additional paid-in capital                                                                      9,440                 9,399
    Notes receivable from shareholders                                                              (113)                 (150)
    Accumulated deficit                                                                         (103,835)             (104,083)
                                                                                          ------------------    ------------------
Total shareholders' equity                                                                         29,754                26,732
                                                                                          ------------------    ------------------
Total liabilities and shareholders' equity                                                $        43,805       $        40,643
                                                                                          ==================    ==================
<FN>
                    The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
================================================================================
                                     3
<PAGE>
<TABLE>
FORM 10-Q                                                                   IMATRON INC.                              MARCH 31, 2000
====================================================================================================================================
                                                   IMATRON INC.
                                       Consolidated Statements of Operations
                                      (In thousands, except per share amounts)
<CAPTION>

                                                                                               Years ended March 31,
                                                                                            2000                 1999
                                                                                       -----------------    ------------------
<S>                                                                                    <C>                  <C>
                                                                                                   (Unaudited)

Revenues
   Product sales                                                                       s        9,608       $         3,348
   Service                                                                                      1,615                 1,617
   Other products sales                                                                           125                   265
                                                                                       -----------------    ------------------
          Total revenue                                                                          11,348                 5,230
                                                                                       -----------------    ------------------
Cost of revenues
   Product sales                                                                                5,045                 3,233
   Service                                                                                      1,047                 1,470
   Other products sales                                                                           132                   259
                                                                                       -----------------    ------------------
        Total cost of revenues                                                                  6,224                 4,962
                                                                                        -----------------    ------------------
Gross profit                                                                                    5,124                   268
                                                                                       -----------------    ------------------
 Operating expenses
   Research and development                                                                     1,881                 1,808
   Marketing and sales                                                                          1,945                 1,168
   General and administrative                                                                     953                   806
   Goodwill amortization                                                                           35                    20
   Restructuring charges                                                                            0                   282

                                                                                       -----------------    ------------------
          Total operating expenses                                                              4,814                 4,084
                                                                                       -----------------    ------------------

Operating income (loss)                                                                           310               (3,816)

Interest and other income                                                                         107                    12
Interest expense                                                                                  (6)                  (41)
                                                                                       -----------------    ------------------

Income (loss) from continuing operations before provision for income taxes                        411               (3,845)

Provision for income taxes                                                                          0                     0
                                                                                       -----------------    ------------------

Income (loss) from continuing operations                                                          411               (3,845)

Income (loss) from discontinued operations                                                      (163)                   802
                                                                                       -----------------    ------------------

Net income (loss)                                                                      $          248       $       (3,043)
                                                                                       =================    ==================
Net income (loss) per common share:
    Income (loss) from continuing operations:  basic and diluted                       $         0.00       s        (0.04)
                                                                                       =================    ==================

    Income (loss) from discontinued operations: basic and diluted                      $         0.00       $          0.01
                                                                                       =================    ==================

    Net income (loss) -  basic and diluted                                             $         0.00       $        (0.03)

Number of shares used in basic per share calculations                                         100,679                89,798
                                                                                       =================    ==================

Number of shares used in diluted per share calculations                                       107,676                89,798
                                                                                       =================    ==================
<FN>
                  The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
================================================================================
                                       4
<PAGE>
<TABLE>
FORM 10-Q                                                                   IMATRON INC.                              MARCH 31, 2000
====================================================================================================================================
                                                    IMATRON INC.
                                       Consolidated Statements of Cash Flows
                                                   (In thousands)

<CAPTION>
                                                                                           Three Months Ended March 31,
                                                                                             2000                 1999
                                                                                       ------------------   -----------------
<S>                                                                                    <C>                  <C>
                                                                                                    (Unaudited)

   Net income (loss)                                                                   $             248    $        (3,043)
   Adjustments to reconcile net loss to net cash used in operating activities:
       Depreciation and amortization                                                                 185                 221
       Net income (loss) from discontinued operations                                                163               (802)
       Goodwill amortization                                                                          35                  20
       Common stock issued for services                                                              203                 340
       Options issued for services                                                                    41                   0
   Changes in operating assets and liabilities:
       Accounts receivable                                                                           218               2,035
       Inventories                                                                               (3,755)               1,395
       Prepaid expenses                                                                              503               (356)
       Other assets                                                                                   54                 221
       Accounts payable                                                                            (553)             (1,863)
       Other accrued liabilities                                                                     763                (21)
       Deferred income                                                                              (53)               (169)
                                                                                       ------------------   -----------------
   Net cash used in continuing operations                                                        (1,948)             (2,022)
   Net cash (used in) provided by discontinued operations                                          (152)                  78
                                                                                       ------------------   -----------------
Net cash used in operating activities                                                            (2,100)             (1,944)
                                                                                       ------------------   -----------------
 Cash flows from investing activities:
   Capital expenditures                                                                            (220)               (158)
   Acquisition of subsidiary, net of cash acquired                                                     0               (273)
   Purchases of available-for-sale securities                                                    (2,062)                   0
   Maturities of available-for-sale securities                                                     2,063                   0
                                                                                       ------------------   -----------------
Net cash (used in) provided by investing activities:                                               (219)               1,069
                                                                                       ------------------   -----------------
 Cash flows from financing activities:
   Payments of obligations under capital leases                                                      (7)                (26)
   Repayment of loans by stockholders                                                                 37                  0
   Proceeds from issuance of common stock                                                          2,493                 925
                                                                                       ------------------   -----------------
Net cash provided by financing activities                                                          2,523                 899
                                                                                       ------------------   -----------------

Net increase in cash and cash equivalents                                                            204                  24
Cash and cash equivalents, at beginning of the period                                              9,198               1,445
                                                                                       ------------------   -----------------
Cash and cash equivalents, at end of the period                                        $           9,402    $          1,469
                                                                                       ==================   =================

Supplemental Disclosure of Noncash Investing and Financing Activities:

   Cash paid for interest on capital lease obligations:
       Continuing operations                                                           $            6       $             14
                                                                                       ===================  ====================

       Discontinued operations                                                         $            5       $            176
                                                                                       ===================  ====================

   Cash paid for income taxes                                                          $            0       $              0
                                                                                       ===================  ====================
<FN>
              The accompanying notes are an integral part of these consolidated financial statements.
</FN>
</TABLE>
================================================================================
                                      5
<PAGE>
FORM 10-Q                              IMATRON INC.               MARCH 31, 2000
================================================================================


                                  IMATRON INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2000

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 month period
ended March 31, 2000 are  not necessarily indicative  of the results that may be
expected  for  the  year  ended  December 31, 2000.   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, 1999.

Certain reclassifications  have  been made to the 1999 amounts to conform to the
current period presentation.


Note 2 - BASIS OF CONSOLIDATION

The  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
subsidiary in order for the Company  to focus more  comprehensively  on the core
business  of  manufacturing   and  servicing   quality  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.  Beginning  January 6, 1999,  the financial  position and  operating
results of Caral were consolidated with those of the Company.


Note 3 - NEW ACCOUNTING PRONOUNCEMENTS


In  March  2000,  the  Financial   Accounting   Standards   Board  issued   FASB
Interpretation  No, 44, "Accounting  for Certain  Transactions  Involving  Stock
Compensation" (FIN 44), an interpretation of APB Opinion No. 25, "Accounting for
Stock Issued to Employees." The application of this  interpretation is effective
July 1, 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 interpretation.

In  December 1999,  the  Securities and  Exchange  Commission (SEC) issued Staff
Accounting  Bulletin   No. 101, "Revenue Recognition  in  Financial  Statements"
(SAB 101),   summarizing  the staff's  views  in  applying   generally  accepted
accounting   principles   to  revenue   recognition  in   financial  statements.
In March  2000, the SEC  issued  Staff Accounting  Bulletin No. 101A (SAB 101A),
delaying the  implementation  date of  SAB 101 for registrants with fiscal years
that  begin  between  December 16, 1999  and  March 15, 2000  for  fiscal  years
beginning  after June 15,  2000. The Company  is  currently reviewing the impact
of SAB 101 on its financial position and results of operations.

================================================================================
                                       6
<PAGE>
FORM 10-Q                              IMATRON INC.               MARCH 31, 2000
================================================================================

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.

Note 4 - INVENTORIES
Inventories were as follows:
                                             March 31,           December 31,
                                                2000               1999
                                          -----------------     ----------------
                                                      (In thousands)

Purchased parts and sub-assemblies                $4,828            $ 4,272
Service parts                                      1,859              1,747
Work-in-progress                                   7,150              4,718
Finished products                                  3,120              2,228
                                          -----------------     ----------------
                                                $ 16,957           $ 12,965
                                          =================     ================
Note 5 - NET INCOME (LOSS) PER SHARE

The Company  computes and  discloses  its per share  calculations in  accordance
with  SFAS  No.128,  "Earnings per share." SFAS  No. 128  establishes  standards
for computing and  presenting  earnings per share.  Basic  earnings per share is
computed based on the weighted average number of common shares  outstanding, and
diluted earnings 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 loss per share
calculations  as their effect would have been  antidilutive. The  computation of
basic and  diluted  earnings  per  share  for both  continuing and  discontinued
operations for the periods ended March 31, 2000 and 1999, are as follows:

                                              2000                     1999
                                 ----------------------   ----------------------
                                      (In thousands, except per share amounts)
Income(loss)from continuing
operations                        $            411         $        (3,845)
                                 ======================   ======================
Income (loss) from
discontinued operations           $          (163)         $            802
                                 ======================   ======================
Net income (loss)                 $            248         $         (3,043)
                                 ======================   ======================
Weighted average
common shares - basic                      100,679                   89,798
                                 ======================   ======================
Options and warrants
included in the diluted
calculation                                  6,997                      0
                                 ======================   ======================
Weighted average
common shares - diluted                    107,676                   89,798
                                 ======================   ======================
Basic income (loss) per share:
     Income (loss) from
     continuing operations           $        0.00            $       (0.04)
                                 ======================   ======================
     Income (loss) from
     discontinued operations         $        0.00            $        0.01
                                 ======================   ======================
     Net income (loss)               $        0.00            $       (0.03)
                                 ======================   ======================
 Diluted income (loss) per share:
     Income (loss) from
     continuing operations           $        0.00            $       (0.04)
                                 ======================   ======================
     Income (loss) from
     discontinued operations         $        0.00            $        0.01
                                 ======================   ======================
     Net income (loss)               $        0.00            $       (0.03)
                                 ======================   ======================
Antidilutive options and warrants
not included in calculation                    -                        102
                                 ======================   ======================
================================================================================
                                       7
<PAGE>
FORM 10-Q                              IMATRON INC.               MARCH 31, 2000
================================================================================
Note 6 - ENTERPRISE WIDE 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 7).

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 31,1999. 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.

The following  table  summarizes  the  results of  operations for  the Company's
two   major  continuing  business   segments   for  the   three  month   periods
ended March 31, (in thousands):
<TABLE>
<CAPTION>

                                                      Imatron                 Caral        Eliminations       Consolidated
                                                 ------------------    ----------------    --------------    -----------------
<S>                                              <C>                   <C>                 <C>               <C>
2000:
Revenues from external customers                 $        11,223       $        125        $         -       $       11,348
Intersegment revenues                                          -                476               (476)                   -
Total revenue                                             11,223                601               (476)              11,348
Operating income                                             291                 19                  -                  310
Total assets as of March 31, 2000                         41,787                812               (261)              42,338

1999:
Revenues from external customers                 $        4,965        $         265        $        -       $        5,230
Intersegment revenues                                         -                  111              (111)                   -
Total revenue                                             4,965                  376              (111)               5,230
Operating loss                                           (3,742)                (47)               (27)              (3,816)
Total assets as of March 31, 1999                         28,374                 601              (544)              28,431

</TABLE>

Note 7 - 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  March 31,2000 and December 31,1999 balance
sheets.

HeartScan  statements of operations  data for  the periods  ended March 31, 2000
and 1999 are as follows (in thousands):
                                            2000                    1999
                                     -------------------     ------------------
 Revenues                            $              -        $           710
 Costs and expenses                               163                  1,304
                                     -------------------     ------------------
 Loss before income taxes                        (163)                  (594)
 Gain on sale of assets of
    discontinued operations                         -                  1,396
 Provision for income taxes                         -                      -
                                     -------------------     ------------------
 Income/(loss) from
  discontinued operations            $           (163)       $           802
                                     ===================     ==================

================================================================================
                                       8
<PAGE>
FORM 10-Q                              IMATRON INC.               MARCH 31, 2000
================================================================================

The HeartScan  statements  of  operations  include costs  of  sales  of  $70,000
in 1999,  related to  transactions with Imatron. There were no such transactions
in 2000.

A summary of the net assets of discontinued operation is as follows:

                                       March 31,              December 31,
                                          2000                     1999
                                ----------------------   ----------------------
                                    (In thousands, except per share amounts)

Cash and cash equivalent        $          1,220         $        1,245
Accounts receivable - net
 and other current assets                     93                    110
Other current liabilities                    (13)                   (21)
Lease obligations - current                 (319)                  (315)
                                ----------------------   ----------------------
Net current assets (liabilities)
 of discontinued operation                   981                  1,019
                                ======================   ======================
Property, plant and
 equipment, net                            1,322                  1,360
Lease obligations -
 long-term portion                          (836)                  (891)
                                ----------------------   ----------------------
Long-term net assets of
 discontinued operation                      486                    469
                                $                        $
                                ======================   ======================

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.  Proceed from the sale were
$1,500,000 resulting in a net gain of approximately $1,396,000.
On June 17, 1999, the  Company sold  its HeartScan,Pittsburgh center and related
C-150 scanner  and  other  equipment for $650,000 resulting  in  a  net  loss of
approximately $237,000.
On July 8, 1999, the Company sold the C-150 scanner formerly  used by HeartScan,
Seattle for $625,000. The sale resulted in a net loss of approximately $617,000.

On November 19, 1999, the Company sold  its HeartScan, Houston and Washington DC
centers  and  the  related C-150  scanners and  other  equipment for $2,200,000.
The sale resulted in a net gain of approximately $507,000.

The Company is selling the remaining center located in Cascais, Portugal.

At the measurement  date, the Company  estimated  that  although a gain would be
realized upon the ultimate sale,  HeartScan  would  continue to incur  operating
losses  through  the  disposal date. In the  fourth quarter of 1998, the Company
changed its  strategy  from selling  HeartScan  to  a  single  buyer  to that of
selling  the  individual  centers  to  buyers  located  in   cities  where   the
centers  were  located.  At  December  31,  1998,  the  Company  reassessed  its
estimate of the gain on  disposal to reflect the  Company's  change in strategy.
As of March 31, 2000,  the Company  adjusted its accrued loss and expected  gain
to reflect 2000 losses  to be  incurred of  approximately  $250,000  through the
disposal date and net gain on disposal of approximately $90,000.

Note 8 - EQUITY TRANSACTIONS

During the first quarter of 2000,the Company raised $2,493,000 from exercises of
stock options, warrants, and sale  of  its  common stock, at an average of $2.49
per share.  The Company issued  a  total of 1,001,794 shares of its common stock
in relation to these transactions.

================================================================================
                                       9
<PAGE>
FORM 10-Q                              IMATRON INC.               MARCH 31, 2000
================================================================================

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 month
period ended March 31, 2000 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, 1999.

This Form 10-Q contains forward-looking statement   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, 1999.  The  Company  expressly  disclaims  any
obligation to update any forward-looking statements.

Results of Continuing Operations:

                  Three months ended March 31, 2000 versus 1999

Total revenue for the three months ended March 31, 2000 of $11,348,000 increased
$6,118,000 or 117% compared  to  revenues  of $5,230,000 for  the same period in
1999. Net product revenues increased to $9,608,000   in  2000 from $3,348,000 in
1999 due to shipment of 7 scanners in 2000 compared  to 2 in 1999. Scanners sold
in 2000 include 3 refurbished scanners which resulted in a lower average selling
price  as  compared  to  the  average  selling  price  in 1999. Service revenues
decreased in 2000 to $1,615,000 from $1,617,000 in 1999 due to a slight decrease
in service contract revenues offset by an increase in spare parts shipped. Other
product  sales  represent  revenues  from   Caral's  machining  and  fabrication
services. Other  product  sale  decreased  to  $125,000 in 2000 from $265,000 in
1999  due  to  a  decrease  in  sales  to external  customers and an increase in
intercompany sales.

Total cost of revenues as a percent of revenues for the three months of 2000 was
55% as  compared  with  95%  in 1999. Product  cost  of revenues as a percent of
product revenues decreased  to 53% in 2000 from 97% in 1999 due to shipment of 7
scanners with higher  gross margins compared to 2 scanners in 1999. The decrease
in cost of product  sales was  partly  due  to an increase in scanner production
levels in 2000 as compared to 1999, resulting  in a higher absorption of factory
overhead  expenses.  Service  cost  of revenues as a percent of service revenues
decreased to 65% in 2000 as compared  to  91% in 1999 due to improved margins on
spare parts shipped and decreased warranty costs. Other product cost of revenues
as a percent of other  product  revenues  increased  to 106% in 2000 from 98% in
1999 due to decreased sales to external customers.

Operating expenses for  the three months of 2000 increased to $4,814,000, or 42%
of revenues,  compared  to  $4,084,000, or 78% of revenues in 1999. Research and
development expenses  of  $1,881,000 in  2000  increased from $1,808,000 in 1999
due an increase in materials for new product development programs. Marketing and
sales expenses increased to $1,945,000 in 2000 from $1,168,000 in 1999 primarily
due to increases in promotional  activities  and headcount to establish a larger
sales  and  marketing  organization  to  better  serve  the  growing EBT market.
Administrative expenses increased  to $953,000 in 2000 from $806,000 in 1999 due
primarily to an increase in  investor  relations expenses. Goodwill amortization
amounting  to  $35,000 and $20,000 in 2000 and 1999, respectively, represent the
amortized portion of goodwill related to the acquisition of Caral. Restructuring
charges  of  $282,000  in 1999 relates to severance and related benefits paid by
the Company  during the  first  quarter  of  1999 as part of its  reorganization
plan.

Other  income  increased  to $107,000 for the three months ending March 31, 2000
from $12,000 in the  comparable period of 1999. The increase was attributable to
higher  cash balances  and  investments in interest-bearing securities. Interest
expense  represents interest  incurred on capital  lease  obligations on certain
office equipment.
================================================================================
                                       10
<PAGE>
FORM 10-Q                              IMATRON INC.               MARCH 31, 2000
================================================================================
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 three months of 2000 and 1999, the Company reported a loss  from its
discontinued  operation  of  $163,000  and  income  of  $802,000,  respectively,
which relates to the discontinued operations of the HeartScan subsidiary. Income
from discontinued  operations in  1999 was due to the   gain on sale  of the San
Francisco center amounting to $802,000.

At  the  measurement date, the Company estimated  that although a gain  would be
realized  upon  the  ultimate sale, HeartScan  would continue to incur operating
losses through  the  disposal date. In  the fourth quarter of 1998, the  Company
changed its strategy from selling HeartScan to a single buyer to that of selling
the  individual  centers  to buyers located  in  cities where the  centers  were
located. As such, the  Company reassessed  its estimate of the  gain on disposal
to reflect the Company's change in strategy.

The Company expects that the discontinued operations will continue to operate at
a loss through the disposal of  its  final center in Cascais, Portugal. However,
management's current  best estimate indicates  that the  disposal of the Cascais
center  will result  in a gain.  As of March 31, 2000, the Company  adjusted its
accrued  loss  and  expected  gain  to  reflect 2000 losses  to  be incurred  of
approximately  $250,000 through  the disposal date and a  realized  net  gain on
disposal of approximately $90,000.


Liquidity and Capital Resources:

At March 31,2000, working capital increased to $25,442,000 compared  to December
31, 1999 working  capital of $22,217,000. The  current  ratio increased to 2.9:1
at March 31, 2000 from 2.7:1 at December 31, 1999.

The Company's total  assets increased to $43,805,000 for the  three month period
ending March 31, 2000 compared to December 31, 1999 total assets of $40,643,000.
Cash,  cash   equivalents,  and  other  short-term   investments  increased   to
$11,400,000 in 2000 from $11,197,000 in 1999 due primarily  to proceeds realized
from private placement, exercises of warrants and stock options, and an increase
in scanner deposits, partially offset by an  increase in inventory. Cash used by
continuing operations  was  $1,948,000  for  three  months  ended March 31, 2000
compared to cash used of $2,022,000 for the same period  in 1999. Cash generated
from  net  income,  increase  in  scanner deposits,  and  a decrease in accounts
receivable were offset  by an increase  in inventory  purchases and reduction in
accounts  payable. Other  primary  sources  of  non-cash  items included loss on
discontinued  operations  and  common stock issued for services in lieu of cash.
The  increase  in  inventory  was due  to  increased  production  levels to meet
anticipated  shipments  in  the  current  fiscal  year. The decrease in accounts
payable resulted  from accelerated payments to vendors to maintain balances on a
more  current basis. In 1999,  cash  generated  from  receivables  and decreased
inventory purchases were offset by a reduction in accounts payable. The decrease
in accounts  receivables  was  primarily due to payment of outstanding invoices.
Accounts payable decreased as a result of a decrease in inventory purchases.
================================================================================
                                       11
<PAGE>
FORM 10-Q                              IMATRON INC.               MARCH 31, 2000
================================================================================

Cash  used  by  discontinued  operations was $152,000 for the three months ended
March 31, 2000  compared  to cash provided by discontinued operations of $78,000
during  the same period in 1999. Loss from discontinued operations for the three
month  period  ended March 31, 2000 was $163,000 compared to  income of $802,000
for the same period in 1999. Income from discontinued operations in 1999 was due
to the gain on sale of the San Francisco center, partially offset by a loss from
operations of $594,000.

The Company's  investing  activities  for  the three months ended March 31, 2000
included  purchases  of  marketable   securities  and   equipment  amounting  to
$2,062,000  and  $220,000,  respectively,  offset  by  maturities  of marketable
securities  amounting to $2,063,000. The Company's  investing activities in 1999
included  the  acquisition of Caral amounting to $273,000 (net of cash acquired)
and purchase of equipment totaling $158,000.

Cash provided by financing  activities was $2,523,000 for the three month period
ended  March 31, 2000  as  compared  with  $899,000 for the same period in 1999.
Significant  sources of cash in financing activities were proceeds of $2,493,000
and $925,000 from  issuance  of  common  stock  through  private  placements and
exercises of the Company's stock option and employee stock purchase plans during
the three month period ended March 31, 2000 and 1999, 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  March 31, 2000  and the estimated proceeds from
ongoing  sales  of  products  and services in 2000 will provide the Company with
sufficient  cash  for  operating  activities  and  capital  requirements through
December 31, 2000.

The Company  expects  to  devote  substantial  capital resources to research and
development, to  support  a  direct  sales force and marketing operations and to
continue  to support  its  manufacturing capacity and facilities. To satisfy the
Company's capital and operating requirements beyond 2000, 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,
holder  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.

YEAR 2000 COMPLIANCE

The Company  successfully  completed  the final phase of its conversion to MK in
August 1999.The Company has not experienced any significant business disruptions
as a result  of  Year  2000  issues, nor  has it incurred material expenditures.
The Company will continue to monitor  its internal  operating systems as well as
third parties  with  whom the Company does business, to identify and address any
potential  risk  situations  related  to  Year  2000. However, there can  be  no
assurance  that  the  Company  will not be adversely affected by these suppliers
and service  providers in the future, and  that these  expenditures  will not be
material.

================================================================================
                                       12
<PAGE>
FORM 10-Q                              IMATRON INC.               MARCH 31, 2000
================================================================================

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 March 31, 2000, the  Company  had  money market mutual funds, certificates of
deposit  and  commercial  paper  which   mature  in  less  than  twelve  months.
Additionally, the  Company maintained  leases for other equipment that have been
accounted  for  as  capital  leases with  a  total obligation  of $148,000 as of
March 31, 2000.

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.

================================================================================
                                       13
<PAGE>
FORM 10-Q                              IMATRON INC.               MARCH 31, 2000
================================================================================



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

                  None.

Item 5.           Other Information

                  Not applicable.

Item 6.           Exhibits and Reports on Form 8-K Exhibits:

                  No. 27 - Financial Data Schedule as of March 31, 2000.

                  Form 8-K Reports:  None.

================================================================================
                                       14
<PAGE>
FORM 10-Q                              IMATRON INC.               MARCH 31, 2000
================================================================================


                                  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 8, 2000


                                  IMATRON INC.
                                  (Registrant)




                                  _________
                                  Frank Cahill
                                  Chief Financial Officer/
                                  Vice President - Finance &  Administration


================================================================================

                                       15
<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-31-2000
<PERIOD-START>                                 Jan-1-2000
<PERIOD-END>                                   Mar-31-2000
<EXCHANGE-RATE>                                1
<CASH>                                         9,402
<SECURITIES>                                   1,998
<RECEIVABLES>                                  11,346
<ALLOWANCES>                                   (2,412)
<INVENTORY>                                    16,957
<CURRENT-ASSETS>                               38,799
<PP&E>                                         10,107
<DEPRECIATION>                                 (7,409)
<TOTAL-ASSETS>                                 43,805
<CURRENT-LIABILITIES>                          13,357
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       124,262
<OTHER-SE>                                     0
<TOTAL-LIABILITY-AND-EQUITY>                   43,805
<SALES>                                        9,608
<TOTAL-REVENUES>                               11,348
<CGS>                                          5,045
<TOTAL-COSTS>                                  11,038
<OTHER-EXPENSES>                               0
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             6
<INCOME-PRETAX>                                411
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            411
<DISCONTINUED>                                 (163)
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   248
<EPS-BASIC>                                    0.00
<EPS-DILUTED>                                  0.00


</TABLE>


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