INVIVO CORP
10-Q, 2000-11-13
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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<PAGE>   1
================================================================================

                     U.S. Securities And Exchange Commission
                             Washington, D.C. 20549
                                 ---------------

                                    FORM 10-Q

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

                FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000

                                       OR

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

        For the transition period from _______________ to _______________

                         COMMISSION FILE NUMBER 0-15963


                               INVIVO CORPORATION
             (Exact name of registrant as specified in its charter)

                   DELAWARE                              77-0115161
        (State or other jurisdiction          (IRS Employer Identification No.)
             Of incorporation)

            4900 HOPYARD RD. SUITE 210, PLEASANTON, CALIFORNIA 94588
            (Address of principal executive offices)      (Zip Code)

                            TELEPHONE: (925) 468-7600
                         (Registrant's telephone number)

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

Indicate by check whether the registrant (1) 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 period 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 [ ]

The number of shares outstanding of the issuer's Common Stock, par value $.01
per share, at September 30, 2000 was 4,390,249 shares.

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

<PAGE>   2


                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                       INVIVO CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                        SEPTEMBER 30,        JUNE 30,
                                                            2000               2000
                                                        ------------       ------------
                                                         (UNAUDITED)
<S>                                                     <C>                <C>
                             ASSETS
Current assets:
   Cash and cash equivalents                            $    532,500            969,800
   Short term investments                                  7,014,200          6,817,600
   Trade receivables, net                                 14,127,000         14,656,600
   Inventories                                            10,583,600         10,132,000
   Deferred income taxes                                   1,343,000          1,343,000
   Prepaid expenses and other current assets                 484,700            407,200
                                                        ------------       ------------
        Total current assets                              34,085,000         34,326,200

Property and equipment, net                                6,031,300          6,139,600
Intangible assets                                          8,364,200          8,439,700
Other assets                                                 562,600            570,500
                                                        ------------       ------------
                                                        $ 49,043,100         49,476,000
                                                        ============       ============
              LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Accounts payable                                     $  2,324,700          2,725,600
   Accrued expenses                                        2,581,600          3,381,100
   Current portion of long-term debt and
     bank borrowings                                         142,700            142,700
   Income taxes payable                                    1,219,800          1,347,200
                                                        ------------       ------------
        Total current liabilities                          6,268,800          7,596,600

Long-term debt, excluding current portion                  1,354,300          1,392,900
Deferred income taxes                                        118,000            118,000
Other liabilities                                             52,000             52,000
                                                        ------------       ------------
        Total liabilities                                  7,793,100          9,159,500
                                                        ------------       ------------
Stockholders' equity:
  Common stock                                                43,600             43,600
  Additional paid-in capital                              26,330,100         26,257,300
  Retained earnings                                       14,886,600         14,041,800
  Accumulated other comprehensive loss                       (10,300)           (26,200)
                                                        ------------       ------------
        Total stockholders' equity                        41,250,000         40,316,500
                                                        ------------       ------------
Commitments and contingencies                           $ 49,043,100         49,476,000
                                                        ============       ============
</TABLE>


See accompanying notes to consolidated financial statements.


                                       2
<PAGE>   3


                       INVIVO CORPORATION AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED
                                                SEPTEMBER 30,
                                       -------------------------------
                                           2000               1999
                                       ------------       ------------
<S>                                    <C>                  <C>
Sales                                  $ 12,673,300         12,863,800
Cost of goods sold                        6,421,400          6,405,400
                                       ------------       ------------
   Gross profit                           6,251,900          6,458,400

Operating expenses:
  Selling, general
    and administrative                    4,271,800          4,012,400
  Research and experimental                 772,700            772,500
                                       ------------       ------------
    Total operating expenses              5,044,500          4,784,900
                                       ------------       ------------

    Income from operations                1,207,400          1,673,500

Other income (expense):
  Interest income                           115,400            109,800
  Interest expense                          (33,000)           (31,300)
  Other, net                                     --              2,900
                                       ------------       ------------
    Income before income taxes            1,289,800          1,754,900

Income tax expense                          445,000            596,700
                                       ------------       ------------
    Net income                         $    844,800          1,158,200
                                       ============       ============
Basic net income per common share      $        .19                .27
                                       ============       ============
Weighted average common
 shares outstanding (basic)               4,381,209          4,280,680
                                       ============       ============
Diluted net income per common
 Share                                 $        .19                .26
                                       ============       ============
Weighted average common
 shares outstanding (diluted)             4,490,685          4,523,255
                                       ============       ============
</TABLE>

See accompanying notes to consolidated financial statements.


                                       3
<PAGE>   4


                       INVIVO CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                 THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

<TABLE>
<CAPTION>
                                                                         2000              1999
                                                                     -----------       -----------
<S>                                                                  <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                                         $   844,800       $ 1,158,200
  Adjustments to reconcile net income to
    cash provided by (used in) operating activities:
      Depreciation and amortization                                      399,200           311,500
      Change in operating assets and liabilities:
          Trade receivables                                              529,600        (1,016,700)
          Inventories                                                   (451,600)         (466,800)
          Prepaid expenses and other current assets                      (77,500)         (136,300)
          Accrued expenses                                              (799,500)         (359,000)
          Accounts payable                                              (400,900)          278,200
          Income taxes payable                                          (127,400)          424,200
                                                                     -----------       -----------

      Net cash (used in) provided by operating activities                (83,300)          193,300
                                                                     -----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  (Purchase) sale of short term investments                             (180,700)        1,147,200
  Capital expenditures                                                  (215,400)         (986,900)
  Other assets                                                             7,900           (11,800)
                                                                     -----------       -----------

      Net cash (used in) provided by investing activities               (388,200)          148,500
                                                                     -----------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds from issuance of common stock                              72,800             3,500
  Principal payments under long-term debt and other liabilities          (38,600)          (26,100)
                                                                     -----------       -----------
      Net cash provided by (used in) financing activities                 34,200           (22,600)
                                                                     -----------       -----------
Net (decrease) increase in cash and cash equivalents                    (437,300)          319,200
Cash and cash equivalents at beginning of period                         969,800           207,800
                                                                     -----------       -----------
Cash and cash equivalents at end of period                           $   532,500       $   527,000
                                                                     ===========       ===========
Supplemental disclosures of cash flow information:
  Cash paid during the period for:

     Income taxes                                                    $   572,400       $   252,000
                                                                     ===========       ===========
     Interest                                                        $    33,000       $    31,300
                                                                     ===========       ===========
</TABLE>


See accompanying notes to consolidated financial statements.



                                       4
<PAGE>   5

                               INVIVO CORPORATION

                    NOTE TO CONSOLIDATED FINANCIAL STATEMENTS

1.    GENERAL

    The consolidated balance sheet as of September 30, 2000 and the related
consolidated statements of income for the three-month periods ended September
30, 2000 and 1999; and the consolidated statements of cash flows for the three
month periods ended September 30, 2000 and 1999 are unaudited. The consolidated
financial statements reflect, in the opinion of management, all adjustments
necessary to present fairly the financial position and results of operations as
of the end of and for the periods indicated. Interim results are not necessarily
indicative of results for a full year.

    The financial statements and notes are presented as permitted by Form 10-Q,
and do not contain certain information included in the Company's annual
consolidated financial statements and notes.

2.    SEGMENT INFORMATION

      The Company has adopted the provisions of Statement of Financial
Accounting Standards (SFAS) No. 131, Disclosure About Segments of an Enterprise
and Related Information. SFAS 131 establishes standards for the reporting by
public business enterprises of information about operating segments, products
and services, geographic areas, and major customers. The method for determining
what information to report is based on the way that management organizes the
operating segments within the Company for making operating decisions and
assessing financial performance.

      The Company's chief operating decision-maker is considered to be the Chief
Executive Officer (CEO). The CEO reviews financial information presented on a
consolidated basis accompanied by information by business segment. The Company
operates in two business segments: (i) patient safety monitoring, which designs,
manufactures, and markets monitoring systems that measure and display vital
signs of patients in medical settings; and (ii) safety and industrial
instrumentation, which is engaged in the design, manufacture, and marketing of
sensor-based instruments for safety and industrial process control applications.
These segments are managed separately because of different customers and
products which require different business strategies. The Company evaluates the
operating performance of its segments based on net sales and income from
operations.

      Summarized financial information concerning the Company's business
segments is shown in the following table. The "Corporate" column includes
general and administrative and corporate-related expenses not allocated to
reportable segments (in thousands).

<TABLE>
<CAPTION>
                                                                     SAFETY AND
                                                 PATIENT SAFETY      INDUSTRIAL
                                                   MONITORING     INSTRUMENTATION   CORPORATE         TOTAL
                                                 --------------   ---------------   ---------         -----
<S>                                              <C>              <C>               <C>              <C>
For the three months ended September 30, 2000
 Net sales ...................................        $ 8,018          4,655             --          12,673
 Income from operations ......................            923            613           (329)          1,207
 Depreciation and amortization ...............            252            134             13             399
 Total assets ................................         29,056         10,645          9,342          49,043
</TABLE>

<TABLE>
<CAPTION>

                                                                     SAFETY AND
                                                 PATIENT SAFETY      INDUSTRIAL
                                                   MONITORING     INSTRUMENTATION   CORPORATE         TOTAL
                                                 --------------   ---------------   ---------         -----
<S>                                              <C>              <C>               <C>              <C>
For the three months ended September 30, 1999
 Net sales ...................................        $ 7,954          4,910             --          12,864
 Income from operations ......................          1,232            864           (422)          1,674
 Depreciation and amortization ...............            219             84              9             312
 Total assets ................................         26,534         10,064          9,519          46,117
</TABLE>


                                       5
<PAGE>   6

3.    DEBT AND BANK BORROWINGS

        The Company's bank line of credit of $1,000,000 expires on December 1,
2000. The Company fully expects to renew the line of credit. The Company's
revolving bank line of credit is collateralized by the Company's accounts
receivable, inventory, and equipment. At September 30, 2000, $1,000,000 was
available under the line of credit.

4.    COMPREHENSIVE INCOME

      The components of comprehensive income, net of tax, are as follows:

<TABLE>
<CAPTION>
                                                    Three Months Ended
                                          September 30, 2000     September 30, 1999
                                          ------------------     ------------------
<S>                                          <C>                     <C>
Net Income                                   $  844,800              1,158,200

Change in unrealized
gain (loss) on short-term investments            15,900                 (2,700)
                                             ----------             ----------
Comprehensive income                         $  860,700              1,155,500
                                             ==========             ==========
</TABLE>


5. ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. In June 1998,
the FASB issued SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities (as amended by SFAS No. 137), which establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. The Company
adopted SFAS No. 133 on July 1, 2000. As the Company does not currently have any
derivative instruments for hedging activities, SFAS No. 133 does not have an
impact on its current consolidated financial statements.


                                       6
<PAGE>   7


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

RESULTS OF OPERATIONS

THREE MONTH PERIODS ENDED SEPTEMBER 30, 2000 AND 1999

Sales

    Sales for the first quarter ended September 30, 2000 were $12,673,300, a
decrease of 1.5% over sales of $12,863,800 for the same period in fiscal 2000.
The sales decrease for the first quarter of fiscal 2001 was primarily due to a
sales decline at the Company's safety and industrial instrumentation segment as
the Company's non-contact infrared temperature products continued to experience
competitive pricing pressures and difficult market conditions. The Company's
pressure sensing devices and oxygen monitoring products also experienced sales
declines. An increase in sales at the Company's gas detection product line
partially offset the sales declines.

    Sales at the Company's patient safety monitoring business were relatively
flat as compared to year earlier sales. Continued growth in sales of the
Company's MRI vital signs monitor offset a decrease in "Millennia" product sales
as the general monitoring market experienced slowing market conditions.

Gross Profit

    The gross profit margin decreased for the three-month period ended September
30, 2000 to 49.3% from 50.2% in the previous fiscal period. The decrease was
largely attributable to heavy price discounting of the non-contact infrared
industrial products due to difficult market conditions and the impact of
decreased sales at the other safety and industrial instrumentation product lines
relative to fixed cost of sale components. The gross profit margin for the
patient safety monitoring business remained stable for the quarter ended
September 30, 2000.

Operating Expenses

    Selling, general and administrative expenses for the first quarter of fiscal
2001 increased 6.5% or $259,400 as compared to the same period in fiscal 2000.
Selling, general and administrative expenses were 33.7% of sales for the three
months ended September 30, 2000 compared with 31.2% for the same period in
fiscal 2000. The increase in these expenditures in aggregate for the three
months ended September 30, 2000 was primarily due to higher administrative and
selling expenses at the Company's patient safety monitoring business. The
increase in general and administrative expenses at the patient safety monitoring
business was in anticipation of higher sales volume for the quarter than was
actually achieved. The increase in selling expenses was largely due to the
higher international selling expenses as the Company established a U.K.
subsidiary in the quarter.

    Research and experimental expenses remained stable at 6.1% of sales or
$772,700 for the quarter ended September 30, 2000. A substantial amount of the
aggregate research and experimental expenses are on behalf of the patient safety
monitoring business as the Company continues to develop additional features to
its vital signs monitor product line.

Other Income and Expense

    Interest income was $115,400 for the first quarter of fiscal 2001 as
compared to $109,800 for the prior year period. The increase was largely due to
the higher interest rates earned on the Company's short-term investments.
Interest expense remained stable at $33,000 in the first quarter of fiscal 2001.

Provision for Income Taxes

    The effective tax rate for the first quarter of fiscal 2001 was 34.5% as
compared to 34% for the prior year period.


                                       7
<PAGE>   8

LIQUIDITY AND CAPITAL RESOURCES

    Working capital at September 30, 2000 increased to $27,816,200 from
$26,729,600 at June 30, 2000. Net cash used in operating activities was $83,300
for the three months ended September 30, 2000 compared with $193,300 provided by
operating activities for the three months ended September 30, 1999. This
decrease was largely the result of changes in operating assets and liabilities,
particularly accrued expenses, inventories, accounts payable, and income taxes
payable.

    Capital expenditures were $215,400 for the first three months of fiscal 2001
compared to $986,900 for the prior year period. Capital expenditures were
primarily related to information system software enhancements and additional
demonstration equipment for the direct sales force at the Company's patient
safety monitoring business.

    The Company believes that its cash resources and cash flow from operations
are adequate to meet its anticipated cash needs for working capital and capital
expenditures throughout fiscal 2001. As the Company did not foresee any near
term borrowing requirements coupled with the fees associated with maintaining a
bank line of credit, the Company elected to decrease its bank line of credit
from $7,500,000 to $1,000,000 in May of 2000. The line of credit expires on
December 1, 2000. The Company expects to renew the line of credit. The Company's
revolving bank line of credit is collateralized by the Company's accounts
receivable, inventory, and equipment. At September 30, 2000, $1,000,000 was
available under the line of credit.

    The Company will continue to explore opportunities for the possible
acquisitions of technologies or businesses, which may require the Company to
seek additional financing.


RECENT ACCOUNTING PRONOUNCEMENTS

    SAB 101 In December 1999, the Securities and Exchange Commission (SEC)
issued Staff Accounting Bulletin NO. 101 (SAB 101), Revenue Recognition in
Financial Statements as amended by SAB 101A, which provides guidance on the
recognition, presentation, and disclosure of revenue in financial statements
filed with the SEC. SAB 101 outlines the basic criteria that must be met to
recognize revenue and provides guidance for disclosures related to revenue
recognition policies. In June 2000, the SEC issued SAB 101B which deferred the
effective date of SAB 101 until the last quarter of fiscal years beginning after
December 15, 1999. The Company does not expect the adoption of SAB 101 to have a
material effect on its consolidated financial position or results of operations.


NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements regarding
the Company's plans, expectations, estimates and beliefs. Actual results could
differ materially from those discussed in, or implied by, these forward-looking
statements. Forward-looking statements are identified by words such as
"believe," "anticipate," "expect," "intend," "plan," "will," "may" and other
similar expressions. In addition, any statements that refer to expectations,
projections or other characterizations of future events or circumstances are
forward-looking statements. The Company is not obligated to update or revise
these forward-looking statements to reflect new events or circumstances. Factors
that could cause actual results, events or circumstances to differ from
forward-looking statements made in this report include those set forth in the
following "Risk Factors" section.


RISK FACTORS

Risks Relating to the Company's Business:


THE COMPANY IS DEPENDENT ON A CONCENTRATED LINE OF PRODUCTS

The Company's future financial performance will be largely dependent on its
patient monitor product line, which includes a limited number of products. The
Company expects its Omni-Trak 3150 MRI patient monitor and its Millennia
portable patient

                                       8
<PAGE>   9

monitor to have a substantial impact on revenue growth. In the MRI monitoring
market, the success of its Omni-Trak 3150 is heavily dependent on the continued
acceptance of MRI technology as a diagnostic tool. In the general patient
monitoring market, the Company's Millennia monitor is heavily dependent on its
ability to penetrate an already competitive market.

    In addition, the recent consolidation in the medical care provider market
has resulted in a number of very large purchasers of medical devices. These
large purchasers typically prefer to establish relationships with medical device
manufacturers that have broad and diverse product lines.

    The failure of the Company's products to continue to gain market acceptance
or a continued consolidation of the medical care provider market could have a
material adverse effect on its business and results of operations.


THE COMPANY FACES INCREASED LEVELS OF COMPETITION

    The Company has encountered and will continue to encounter significant
competition in the sale of its products. The Company's general patient
monitoring competitors include a number of large multinational corporations.
Some of these competitors may be able to adapt more quickly to new or emerging
technologies and changes in customer requirements, or to devote greater
resources to the development, promotion and sale of their products than the
Company can. In the MRI patient monitoring market, the Company has enjoyed a
significant first-to-market advantage over its competitors. However, competitors
have introduced products designed to compete with its MRI vital signs monitoring
products. In addition, as the market for MRI vital signs monitoring products
expands it may attract competitors with greater resources.

    Additionally, competition may increase if new companies enter the Company's
markets or if existing competitors expand their product lines or intensify
efforts within existing product lines. The introduction of competitive products
may result in a decrease in the Company's market share and in a decrease in the
prices at which the Company is able to sell its products. The Company's market
share could also be adversely affected by increasing concentration in the
medical care provider market. Any decrease in the Company's market share or
decrease in the prices at which the Company is able to sell its products could
have a material adverse effect on its business and results of operations.


THE COMPANY'S FINANCIAL RESULTS MAY FLUCTUATE

    The Company's financial results may fluctuate significantly from period to
period because of a variety of factors, many of which is beyond its control.
These factors include:

-    increased competition

-    changes in the Company's pricing policies and those of its competitors

-    changes in the Company's operating expenses or capital expenditures

-    timing and market acceptance of new and upgraded product introductions by
     the Company and its competitors

-    seasonal fluctuations in the demand for the Company's products

-    introduction of alternative technologies by the Company and its competitors

-    effect of potential acquisitions

-    other general economic factors

Fluctuations caused by these and other factors could have a material adverse
effect on the Company's business and results of operations.


                                       9
<PAGE>   10

THE COMPANY IS SUBJECT TO A SIGNIFICANT RISK OF NEW LAWS RELATED TO HEALTH CARE

    Changes in the law or new interpretations of existing laws may have a
significant effect on the Company's costs of doing business and the amount of
reimbursement the Company receives from both government and third-party payors.
In addition, economic forces, regulatory influences and political initiatives
are subjecting the health care industry to fundamental changes. Health care
reform proposals have been formulated by the current administration and by
members of Congress. Federal, state and local government representatives are
likely to continue to review and assess alternative health care delivery systems
and payment methods. The Company expects ongoing public debate on these issues.
Any of these efforts or reforms could have a material adverse affect on the
Company's business and results of operations.


THE COMPANY'S BUSINESS IS SUBJECT TO TECHNOLOGICAL CHANGE AND INTRODUCTION OF
NEW PRODUCTS

    Technological change, evolving industry standards and new product
introductions and enhancements characterize the markets for the Company's
products. Many of the Company's products and products under development are
technologically innovative, and therefore require significant planning, design,
development and testing. These activities require the Company to make
significant capital commitments and investments. In addition, industry standards
may change on short notice and new products and technologies may render existing
products and technologies uncompetitive. Additionally, the products that the
Company is currently developing, and those that the Company develops in the
future, may not be technologically feasible or accepted by the marketplace or
they may not be completed in an acceptable time frame. Any increased capital
investments or loss in sales due to technological change could have a material
adverse effect on the Company's business and results of operations.


THE COMPANY CURRENTLY IS INVOLVED IN A LEGAL PROCEEDING

    The Company's medical device subsidiary, Invivo Research, was one of two
third-party defendants named in a lawsuit in June of 1994 by Southern Nevada
Surgical Center and Surgex Southern Nevada, Inc. in Nevada State District Court.
The underlying action in this matter stemmed from an incident involving a
surgical patient undergoing a procedure at the Southern Nevada Surgical Center.
The patient suffered a serious permanent brain injury. A lawsuit was filed on
behalf of the patient against the surgical center and the anesthesiologist who
monitored the patient. The defendants in that action made a substantial
settlement to the patient. Southern Nevada Surgical Center ("SNSC") and Surgex
were seeking indemnity and contribution of approximately $14 million from the
manufacturer of the anesthetic gas machine and Invivo Research, which
manufactured the vital signs monitor used in this procedure. SNSC and Surgex
alleged that both the anesthetic gas machine and the vital signs monitor were
defective. The Company believes that the vital signs monitor operated properly
and was properly designed for its intended function.

    On August 18, 1999, the Nevada District Court granted the Company's Motion
to Dismiss for Failure to Prosecute. The Order granted dismissal of the SNSC and
Surgex contribution claims, without prejudice, based upon Nevada law that
provides that an action must be brought to trial within five years of the date
of the filing of the original action. The dismissal is being appealed.

    In April of 1997, the plaintiff's insurer, CNA, filed an action with
identical causes in the same Nevada State Court. This second action was removed
by the Company to U.S. District Court. The action by CNA was dismissed by the
District Court on January 19, 2000. The dismissal is being appealed.

    Any judgment against the Company that exceeds the amount that its insurer is
required to pay could have a material adverse effect on its business and results
of operations.

THE COMPANY FACES PRODUCT LIABILITY AND PRODUCT RECALL RISKS

    With respect to all of its products, and particularly its medical devices,
the Company faces the risk of potentially large product liability claims. The
malfunction or misuse of its products could potentially result in serious harm
to a patient. In addition, the Company may be required to indemnify its
distributors and customers for similar claims made against them.


                                       10
<PAGE>   11

    Claims could be made against the Company even if its products did not
contribute to the injury that was sustained. Frequently, the Company's products
are used with products developed by other manufacturers. Even if its products
are not the cause of the injury, the Company may not be able to prove that some
other product malfunction or human error caused a claimant's injury.

    The Company has had product liability claims made against it in the past and
may have further claims made against it in the future. While the Company is
insured for certain product liability claims, not all claims will be covered and
the level of its insurance may not be sufficient to protect us from the full
amount of a successful claim. In addition, the Company may not be able to obtain
adequate amounts of insurance at an acceptable cost. Claims made against the
Company that are not insured, or that exceed the amount of the Company's
coverage, could have a material adverse effect on its business and results of
operations.

    Similarly, the Company's products are subject to the potential of being
recalled by government agencies for actual or potential deficiencies or
problems. Any such recall would likely be expensive and would have a material
adverse effect on the Company's business and results of operations.

THE COMPANY FACES INCREASED RISKS OF INTERNATIONAL OPERATIONS

    International sales have accounted for over 20% of the Company's sales for
each of the past three years and may increase over time. International sales are
subject to a number of risks, including the following:

-    fluctuations in exchange rates may affect the demand for products and
     services the Company provides in foreign markets

-    adverse changes in local economic conditions, such as those recently
     occurring in Asian and South American countries, could depress the demand
     for the Company's products

-    agreements may be difficult to enforce and receivables difficult to collect
     through a foreign country's legal system

-    foreign customers may have longer payment cycles

-    foreign countries may impose additional withholding taxes or otherwise tax
     the Company's foreign income, impose tariffs, or adopt other restrictions
     on foreign trade

-    U.S. export licenses may be difficult to obtain

-    the protection of intellectual property in foreign countries may be more
     difficult to enforce

    Any of these factors could have a material adverse impact on the Company's
business and results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The Company's primary market risk exposure is that of currency risk.
During the three months ended September 30, 2000, 22% of the Company's total
sales came from non-United States domiciled customers. The Company requires
payment in United States (U.S.) currency. If these customers currency devalues
against the U.S. dollar, the customers could potentially encounter difficulty in
making the U.S. dollar denominated payments.


                           PART II - OTHER INFORMATION

ITEM 1:    LEGAL PROCEEDINGS:

           Not Applicable.

ITEM 2:    CHANGES IN SECURITIES:


                                       11
<PAGE>   12

           Not Applicable.

ITEM 3:    DEFAULTS UPON SENIOR SECURITIES:

           Not Applicable.

ITEM 4:    SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS:

           Not Applicable.

ITEM 5:    OTHER INFORMATION:

           Not Applicable.

ITEM 6:    EXHIBITS AND REPORTS ON FORM 8-K

        (a)

           Exhibit No.          Description of Exhibit
           -----------          ----------------------
           Exhibit 10.20        Employment Agreement for James Hawkins
           Exhibit 10.21        Employment Agreement for John Glenn
           Exhibit 10.22        Employment Agreement for F. Larry Young
           Exhibit 10.23        Employment Agreement for Stuart Baumgarten
           Exhibit 11.1         Statement of Computation of Net Income Per Share
           Exhibit 27.0         Financial Data Schedule

        (b) Reports on Form 8-K:

            None.


                                       12
<PAGE>   13

                                   SIGNATURES

    In accordance with requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned thereunto duly
authorized.

                                         INVIVO CORPORATION



Date:  November 14, 2000                 By: /s/ JOHN F. GLENN
                                             -----------------------------------
                                              Vice President - Finance
                                              and Chief Financial Officer
                                              (Principal Financial and
                                              Accounting Officer)


                                       13
<PAGE>   14

                                 EXHIBIT INDEX

           Exhibit No.          Description of Exhibit
           -----------          ----------------------
           Exhibit 10.20        Employment Agreement for James Hawkins
           Exhibit 10.21        Employment Agreement for John Glenn
           Exhibit 10.22        Employment Agreement for F. Larry Young
           Exhibit 10.23        Employment Agreement for Stuart Baumgarten
           Exhibit 11.1         Statement of Computation of Net Income Per Share
           Exhibit 27.0         Financial Data Schedule




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